Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Abnova Annual Report 2023

May 24, 2024

52384_rns_2024-05-24_4fe788ce-b631-40e1-a926-0d7bcb5e6f4c.pdf

Annual Report

Open in viewer

Opens in your device viewer

==> picture [149 x 55] intentionally omitted <==

Stock Code: 4133

Abnova (Taiwan) Corporation

2023Annual Report

Taiwan Stock Exchange Market Observation Post System: http://mops.twse.com.tw Abnova (Taiwan) Corporation Annual Report is available at: http://www.abnova.com

Printed on Apr. 3, 2024

Notice to readers.

THIS IS A TRANSLATION OF THE 2023 ANNUAL REPORT (THE “ANNUAL REPORT”) 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 ANNUAL REPORT SHALL GOVERN ANY AND ALL MATTERS RELATED TO THE INTERPRETATION OF THE SUBJECT MATTER STATED HEREIN.

Spokesperson

Name: Jih Pei Ju Title: President Tel: 886-2-87511888 E-mail: [email protected]

Headquarters, Branches and Plant

Headquarters Address: 9th Fl., No.108, Jhouzih St. Neihu District. Taipei Taiwan Tel: 886-2- 87511888

Deputy Spokesperson

Name: Tung I Ling Title: Chairman Office Special Assistant Tel: 886-2-87511888 E-mail: [email protected]

Zhongli Qingpu Plant

Address: No. 326-8, Sec. 4, Zhongzheng Rd. Zhongli Dist., Taoyuan Taiwan Tel: 886-3-4989228

Stock Transfer Agent

KGI Address: 5F., No. 2, Sec. 1, Chongqing S. Rd., Zhongzheng Dist., Taipei City Tel: 886-2-23892999 Website: http://www.kgieworld.com.tw

Auditors

KPMG Accounting Firm Auditors: Chiang Hsiao Ling, Kuo Rou Lan Address: 68F., No. 7, Sec. 5, Xinyi Rd., Xinyi Dist., Taipei City Tel.: 886-2-81016666 Website: http://www. kpmg.com.tw

Overseas Securities Exchange

None

Corporate Website

http://www. abnova.com

Table of Contents

Page number

I. Letter to Shareholders ................................................................................................................ 1 II. Company Profile 2.1 Date of Incorporation ............................................................................................................. 5 2.2 Company History ................................................................................................................. 5 III. Corporate Governance Report 3.1 Organization ........................................................................................................................... 7 3.1.1 Organization Chart .............................................................................................................. 7 3.1.2 Major Corporate Functions ................................................................................................. 8 3.2 Information on the Directors, Supervisors and Management Team .................................... ..9 3.2.1 Directors and supervisors .................................................................................................... ..9 3.2.2 Information on the company's President, assistant Presidents, Senior managers, and the chiefs of all the company's divisions and branch units ................................................................ 18 3.2.3 Remuneration of Directors, Independent Directors, Supervisors, President, and Vice Presidents ..................................................................................................................................... 19 3.2.4 Separately compare and describe total remuneration, as a percentage of net income stated in the parent company only financial reports or individual financial reports, as paid by this company and by each other company included in the consolidated financial statements during the past 2 fiscal years to directors, supervisors, Presidents, and assistant Presidents, and analyze and describe remuneration policies, standards, and packages, the procedure for determining remuneration, and its linkage to operating performance and future risk exposure ............................................................................................................................................. 24 3.3 Corporate Governance ...................................................................................................... …...27 3.3.1 Board of Directors ............................................................................................................... 27 3.3.2 Performance Evaluation of the Board of Directors ............................................................. 31 3.3.3 Audit Committee ................................................................................................................. 31 3.3.4 Corporate Governance Implementation Status and Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” ....................... 34 3.3.5 If the company has a remuneration committee or nomination committee in place, the composition and operation of such committee shall be disclosed ....................................... 45 3.3.6 Fulfillment of CSR and Deviations from the "Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies .................................................................. 46 3.3.7 Climate-Related Information of TWSE TPEx Listed Company ...................................... 58 3.3.8 Fulfillment of Ethical Corporate Management and Deviations from the "Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies ...................... 61 3.3.9 If the company has adopted corporate governance best-practice principles or related bylaws, disclose how these are to be searched .................................................................................. 63

  • 3.3.10 Other significant information that will provide a better understanding of the state of the company's implementation of corporate governance may also be disclosed ...................... 63

  • 3.3.11 Internal Control System .................................................................................................... 64

  • 3.3.12 If there has been any legal penalty against the company or its internal personnel, or any disciplinary penalty by the company against its internal personnel for violation of the internal control system, during the most recent fiscal year or during the current fiscal year up to the publication date of the annual report, where the result of such penalty could have a material effect on shareholder equity or securities prices, the annual report shall disclose the penalty, the main shortcomings, and condition of improvement ...................................................... 65

  • 3.3.13 Material resolutions of a shareholders meeting or a board of directors meeting during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report ........................................................................................................................ 65

  • 3.3.14 Where, during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, a director or supervisor has expressed a dissenting opinion with respect to a material resolution passed by the board of directors, and said dissenting opinion has been recorded or prepared as a written declaration, disclose the principal content thereof .................................................................................................................................. 66

  • 3.3.15 A summary of resignations and dismissals, during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, of the company's chairperson, President, chief accounting officer, chief financial officer, chief internal auditor, chief corporate governance officer, and chief research and development officer ............... 66

  • 3.4 Information Regarding the Certified Public Accountants' Audit Fee .................................... 67

3.4.1 The securities firm shall disclose the amounts of the audit fees and non-audit fees paid to the attesting CPAs and to the accounting firm to which they belong and to any affiliated enterprises as well as the details of non-audit services ........................................................ 67 3.4.2 When the securities firm changes its accounting firm and the audit fees paid for the financial year in which the change took place are lower than those paid for the financial year immediately preceding the change, the amount of the audit fees before and after the change and the reason shall be disclosed ......................................................................................... 67 3.4.3 When the audit fees paid for the current financial year are lower than those paid for the immediately preceding financial year by 10 percent or more, the amount and percentage of and reason for the reduction in audit fees shall be disclosed ............................................... 67 3.5 Information on replacement of certified public accountant ................................................... 67 3.5.1 Regarding the former certified public accountant ............................................................... 67 3.5.2 Regarding the successor certified public accountant .......................................................... 68 3.5.3 The reply of former CPAs on Article 10.6.1 and Article 10.6.2.3 of the Standards ......... 68 3.6 Where the company's chairperson, President, or any managerial officer in charge of finance or accounting matters has in the most recent year held a position at the accounting firm of its certified public accountant or at an affiliated enterprise of such accounting firm, the name and position of the person, and the period during which the position was held, shall be disclosed............................................................................................................................... 68 3.7 Any transfer of equity interests and/or pledge of or change in equity interests (during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report) by a director, supervisor, managerial officer, or shareholder with a stake of more than 10 percent during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report .............................................................................................. 68 3.7.1 Change in shareholding by directors, supervisors, managerial officers, or major shareholders ................................................................................................................................................ 68 3.7.2 Stock trade with related party by directors, supervisors, managerial officers, or major shareholders ............................................................................................................................ 69 3.7.3 Stock pledge with related party ........................................................................................... 69 3.8 Relationship information, if among the company's 10 largest shareholders any one is a related party or a relative within the second degree of kinship of another ......................................... 69 3.9 The total number of shares and total equity stake held in any single enterprise by the company, its directors and supervisors, managerial officers, and any companies controlled either directly or indirectly by the company and total shareholding ............................................................. 70 IV. Capital Overview 4.1 Capital and Shares .................................................................................................................. 71 4.1.1 Source of capital stock ........................................................................................................ 71 4.1.2 Composition of Shareholders .............................................................................................. 72 4.1.3 Distribution of Shareholding ............................................................................................... 72 4.1.4 List of major shareholders ................................................................................................... 73 4.1.5 Information on share prices, net worth per share, earnings per share, dividends per share for the past 2 fiscal years ........................................................................................................... 73 4.1.6 Company's dividend policy and its state of implementation ............................................... 74 4.1.7 Effect upon business performance and earnings per share of any stock dividend distribution proposed or adopted at the most recent shareholders' meeting ............................................ 75 4.1.8 Profit-sharing compensation of employees and directors ................................................... 75 4.1.9 Share repurchases by the Company .................................................................................... 76 4.2 Issuance of corporate bonds ................................................................................................... 76 4.3 Preferred shares ...................................................................................................................... 76 4.4 Global depository receipts .................................................................................................... 76 4.4 Employee share subscription warrants ................................................................................... 76 4.6 New restricted employee shares ............................................................................................. 76 4.7 Issuance of new shares in connection with mergers or acquisitions or with acquisitions of shares of other companies .................................................................................................... 76 4.8 Capital allocation plans .......................................................................................................... 76 V. Operational Highlights 5.1 Business Activities ................................................................................................................. 77 5.1.1 Business Scope .................................................................................................................. 77 5.1.2 Overview of the industry ..................................................................................................... 80 5.1.3 Overview of technologies and research and development work ......................................... 91

5.1.4 Long- and short-term business development plans ............................................................. 92 5.2 Market and Sales Overview ................................................................................................... 94 5.2.1 Market analysis.................................................................................................................... 94 5.2.2 Usage and manufacturing processes for the company's main products .............................. 98 5.2.3 Supply situation for the company's major raw materials .................................................... 99 5.2.4 List of suppliers and clients accounting for 10% or more of the company's total procurement (sales) amount in either of the 2 most recent fiscal years, the amounts bought from (sold to) each, the percentage of total procurement (sales) accounted for by each, and an explanation of the reason for increases or decreases ...................................................................... …………99 5.2.5 Production in the Last Two Years ................................................................................... ..100 5.2.6 The volume of units sold for the 2 most recent fiscal years ............................................ ..100 5.3 The number of employees employed for the 2 most recent fiscal years, and during the current fiscal year up to the date of publication of the annual report, their average years of service, average age, and education levels ....................................................................................... ..101 5.4 Environmental Protection Expenditure .............................................................................. ..101 5.5 Labor Relations .................................................................................................................. ..101 5.5.1 Employee benefit plans, continuing education, training, retirement systems, and the status of their implementation, and the status of labor-management agreements and measures for preserving employees' rights and interests ......................................................................... ..101 5.5.2 Any losses suffered by the company in the most recent fiscal year and up to the annual report publication date due to labor disputes, and disclosing an estimate of possible expenses that could be incurred currently and, in the future, and measures being or to be taken ............ ..102 5.6 Cyber Security Management .............................................................................................. ..102 5.6.1 Cyber security risk management framework, cyber security policies, concrete management programs, and investments in resources for cyber security management .......................... ..102 5.6.2 Losses suffered by the company in the most recent fiscal year and up to the annual report publication date due to significant cyber security incidents, the possible impacts therefrom, and measures being or to be taken ............................................................................................. ..105 5. 7 Important Contracts ........................................................................................................... ..106 VI. Financial Information 6.1 Financial summary for the past 5 fiscal years. ................................................................... ..107 6.1.1 Consolidated condensed balance sheets and statements of comprehensive income ....... ..107 6.1.2 Parent company only condensed balance sheets and statements of comprehensive income ............................................................................................................................................ ..108 6.1.3 Name of the certified public accountant and the auditor's opinion for the past 5 fiscal years ..................................................................................................... ..109 6.2 Financial analysis for the past 5 fiscal years ...................................................................... ..109 6.2.1 Analysis of Consolidated Financial Statements .............................................................. ..109 6.2.2 Analysis of individual financial statements .................................................................... ..111 6.3 Inspection Report of Supervisors or Audit Committee for the most recent year's financial statement ............................................................................................................................. ..113 6.4 Financial statement for the most recent fiscal year ............................................................ ..113 6.5 Parent company only financial statement for the most recent fiscal year .......................... ..113 6.6 If the company or its affiliates have experienced financial difficulties in the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, the annual report shall explain how said difficulties will affect the company's financial situation ............................................................................................................................................ ..113 VII. Review of Financial Conditions, Operating Results, and Risk Management 7.1 Analysis of Financial Status ............................................................................................... ..114 7.2 Analysis of Operation Results ............................................................................................ ..114 7.2.1 Analysis of Financial Performance ................................................................................. ..114 7.2.2 Sales volume forecast and the basis therefor, and describe the effect upon the company's financial operations as well as measures to be taken in response ...................................... ..114 7.3 Analysis of Cash Flow ....................................................................................................... ..115 7.3.1 Analysis of cash flow changes during the most recent fiscal year .................................. ..115 7.3.2 Corrective measures to be taken in response to illiquidity .............................................. ..115 7.3.3 Solvency analysis for the coming year ............................................................................ ..115 7.4 Effect upon financial operations of any major capital expenditures during the most recent fiscal year ..................................................................................................................................... ..115

7.5 Reinvestment policy for the most recent fiscal year, the main reasons for the profits/losses generated thereby, the plan for improving re-investment profitability, and investment plans for the coming year .................................................................................................................. ..115 7.5.1 Reinvestment policy for the most recent fiscal year ....................................................... ..115 7.5.2 The main reasons for the profits/losses generated thereby, the plan for improving reinvestment profitability, and investment plans for the coming year ............................... ..116 7.6. Risk analysis in the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report .......................................................................................... ..116 7.6.1 Effect upon the company's profits (losses) of interest and exchange rate fluctuations and changes in the inflation rate, and response measures to be taken in the future .................. ..116 7.6.2 The company's policy regarding high-risk investments, highly leveraged investments, loans to other parties, endorsements, guarantees, and derivatives transactions; the main reasons for the profits/losses thereby generated; and response measures to be taken in the future ...... ..117 7.6.3 Research and development work to be carried out in the future, and further expenditures expected for research and development work .................................................................... ..117 7.6.4 Effect on the company's financial operations of important policies adopted and changes in the legal environment at home and abroad, and measures to be taken in response ............ ..117 7.6.5 Effect on the company's financial operations of developments in science and technology as well as industrial change, and measures to be taken in response ....................................... ..117 7.6.6 Effect on the company's crisis management of changes in the company's corporate image, and measures to be taken in response ................................................................................. ..118 7.6.7 Expected benefits and possible risks associated with any merger and acquisitions, and mitigation measures being or to be taken ........................................................................... ..118 7.6.8 Expected benefits and possible risks associated with any plant expansion, and mitigation measures being or to be taken ............................................................................................. ..118 7.6.9 Risks associated with any consolidation of sales or purchasing operations, and mitigation measures being or to be taken ............................................................................................. ..118 7.6.10 Effect upon and risk to the company in the event a major quantity of shares belonging to a director, supervisor, or shareholder holding greater than a 10% stake in the company has been transferred or has otherwise changed hands, and mitigation measures being or to be taken .118 7.6.11 Effect upon and risk to company associated with any change in governance personnel or top management, and mitigation measures being or to be taken ........................................ ..118 7.6.12 Litigious and non-litigious matters ............................................................................... ..118 7.6.13 Other important risks, and mitigation measures being or to be taken ........................... ..118 7.7 Other important matters ..................................................................................................... ..118 VIII. Special Disclosure 8.1 Information of the Affiliates .............................................................................................. ..119 8.1.1 Consolidated Business Report of the Affiliates .............................................................. ..119 8.1.2 Consolidated Financial Statements of Affiliated Enterprises .......................................... .121 8.2 Private placement of securities during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, and the status of use of the capital raised through the private placement of securities, the implementation progress of the plan, and the realization of the benefits of the plan ................................................................................ ...121 8.3 Holding or disposal of shares in the company by the company's subsidiaries during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report .................................................................................................................................. ...121 8.4 Other matters that require additional description ........................................................ .........121 IX. If any of the situations listed in Article 36, paragraph 3, subparagraph 2 of the Securities and Exchange Act, which might materially affect shareholders' equity or the price of the company's securities, has occurred during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report ............................................ .121

I. Letter to Shareholders

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

I. 2023 Operating Results: (Consolidated Financial Statements)

  1. Implementation overview and business plan implementation results: The operating revenue in 2023 was NTD 382,052,000, which is 7.21% 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.

  2. Analysis of financial balance and profitability: Please refer to the attached financial statements for the financial overview of 2023.

  3. 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 directsale 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 miRNArelated 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

  • 1 -

(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 antimiRNA 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.

  • 2 -

  • ⚫ 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:

  • (A) 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.

  • (B) The Humanized Monoclonal Antibodies Relevant to Cytotherpy: 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.

  • (C) 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 models. It is expected that in 2024, optimization of the mRNA cancer vaccine for triplenegative breast cancer (TNBC) will be completed through testing in mouse models,

  • 3 -

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.

Chairman: Wilber Huang President: Jih Pei Ju Accounting Officer: Chang Ya Ping

  • 4 -

II. Company Profile

2.1. Date of Incorporation:

January 4, 2002

2.2 Company History

  • (1) Merger and acquisition activities during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report: None.

  • (2) Strategic investments in affiliated enterprises during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report.

  • The strategic investments in affiliated enterprises during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, including Abnova GmbH, Abnova Holding Corporation, Abnova (Cayman) Corporation, Abnova (HK) Limited, Abnova Diagnostics (Japan), AxleBio Ventures and Citil Pharma Incorporated. For details, please see affiliated enterprises (Page 119).

  • (3) Corporate reorganization during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report: None.

  • (4) A major quantity of shares belonging to directors, supervisors, or shareholders holding greater than a 10 percent stake in the company is transferred or otherwise changes hands during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report: None.

  • (5) Any change in managerial control; any material change in operating methods or type of business; and any other matters of material significance that could affect shareholders' equity during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report: None.

  • (6) Significant Historical Events:

2018:

  • Qingpu, Zhongli plant registration has been approved in April 2018.

  • Obtained the exclusive license for Carcinoma Homing Peptide (CHP) technology from Louisiana State University (LSU), USA in September 2018.

2019:

  • Abnova integrates CARlike-IL12 technology and set up a IL-12 patent portfolio strategy for gene modified T cell therapy in November 2019.

2020:

  • -The COVID-19 viral Extraction kit has been approved by the U.S. FDA for Emergency Use Authorization (EUA) in June 2020.

  • -The COVID-19 Human IgM IgG antibody rapid test gains CE-IVD certification in July 2020.

  • -The COVID-19 viral antigen rapid test gains CE-IVD certification in December 2020.

2021

  • -The COVID-19 antigen rapid test kits have been granted "EUA for manufacture of COVID-

19 antigen test kits” by the Taiwan Food and Drug Administration (TFDA) in January 2021.

  • 5 -

2022

  • Omicron mRNA vaccine has developed, and its efficacy is verified using a mouse model.

  • COVID-19 circular RNA vaccine has developed, and its efficacy is verified using a mouse model.

2023

  • Abnova launched a new and upgraded version of the official website in September 2023.

  • Launched a new product line, miRNA probe, in October 2023.

  • In November 2023, Human & Mouse CD3/CD28 ActiveBeads™ reagent was launched, spanning the field of cell therapy.

  • 6 -

III. Corporate Governance Report

3.1. Organization

3.1.1 Organization Chart

Date: March 31, 2024

==> picture [522 x 406] intentionally omitted <==

  • 7 -

3.1.2 Major Corporate Functions

Departments Functions
Chairman Office Stock administration, board of directors’ operation, and investor relations
maintenance
President & CEO
Office

Assist the President with relevant matters in business processing.
Auditing Office Audit and evaluate the functional operations of each division, and the
implementation of internal control systems and relevant administrative
provisions.
Legal Office Review and control matter relevant to intellectual property and contracts,
provide legal advice services.
Administration
HQ
1. Plan and maintain hardware and software of IT equipment, design and
maintain web pages.
2. Financial and tax planning and management, fund scheduling,
investment planning and management.
3. Procurement of raw materials, consumables, and capital expenditures at
home and abroad.
Sales and
Marketing
Division
Sales and marketing management, provide technical support related to
products, and customer service.
System Business
Division
Engage in R&D, produce and manufacture of system-related products and
technologies.
Bio-Reagent
Division,
Zhongli
1. Produce and manufacture of antibody reagent related products, as well as
improve the technology used in the manufacturing process.
2. Manage animals for immunization purposes and establish experimental
animal models.
3. Arrange and manage production schedules, plan and control raw material
use.
4. Issue and return as well as store raw materials, semi-finished and
finished products.
Quality
Assurance
Division
Verify the quality of raw materials, work in progress, and finished products.
Environmental &
Security
Department

Inspection, supervision, and reporting of environmental and occupational
safety matters.
Human
Resources
Department
Planning and management of human resources, education and training, and
related businesses.
  • 8 -

3.2 Information on the Directors, Supervisors and Management Team 3.2.1 Directors and Supervisors 1. Basic Information

3.2.1 Directors and Supervisors
1. Basic Information
3.2.1 Directors and Supervisors
1. Basic Information
3.2.1 Directors and Supervisors
1. Basic Information
3.2.1 Directors and Supervisors
1. Basic Information
3.2.1 Directors and Supervisors
1. Basic Information
3.2.1 Directors and Supervisors
1. Basic Information
2024/03/24
Title Nationality/
Place of
Incorporation


Name
Gender
Age

Date
Elected

Term
(Years)
Date
First
Elected
Shareholding
when Elected
Current
Shareholding
Spouse &
Minor
Shareholding

Shareholding
by Nominee
Arrangement
ExperienceEducation Other Position Executives, Directors or
Supervisors Who are Spouses
or within Two Degrees of
Kinship
Remark
Shares Shares Shares Shares Title Name Relation
Chairman
U.S.A.
Wilber Huang Male
57
2023.
05.15
3 2011.
06.17
3,651,144 6.03 3,651,144 6.03 1. North-western University
Medical School (MD)
2. President of Abnova
(Taiwan) Corporation
3. Chairman of Abnova
(Taiwan) Corporation
4. Director of Abnova
Holding Corporation
5. Director of Abnova
(Cayman) Corporation
6. Director of Abnova
Diagnostics (Japan)
7. Director of Citil Pharma
Incorporated
8. Chairman of AxleBio
Ventures
1. Chairman of Abnova
(Taiwan) Corporation
2. Director of Abnova
Holding Corporation
3. Director of Abnova
(Cayman) Corporation
4. Director of Abnova
Diagnostics (Japan)
5. Director of Citil Pharma
Incorporated
6. Chairman of AxleBio
Ventures
Chairman
of Harmony
Investment
Co., Ltd.

Chiu
Chi
Ching
Spouse None
Director R.O.C. Harmony
Investment
Co., Ltd.
2023.
05.15
3 2003.
11.28
2,448,294 4.04 2,448,294 4.04 N/A N/A None None
Representative
Chiu
Chi Ching

Female
52
2023.
05.15
3 2012.
12.14
1. Bachelor’s degree in
Housing and Architecture,
Japan Women's University
2. Chairman of Harmony
Investment Co., Ltd.
3. Director of Lasertech
Holding International Ltd.
4. Director of Attebury
Investments International
Ltd.
5. Supervisor of Pan Pacific
Investment Corp.
6. Director of (HK) Limited
7. Chairman of Bolster
Pioneering Incorporated
1.Chairman of Harmony
Investment Co., Ltd.
2.Director of Lasertech
Holding International Ltd.
3.Director of Attebury
Investments International
Ltd.
4.Supervisor of Pan Pacific
Investment Corp.
5.Director of Abnova (HK)
Limited
6.Chairman of Bolster
Pioneering Incorporated
Chairman Wilber
Huang
Spouse None
  • 9 -
Title Nationality/
Place of
Incorporation


Name
Gender
Age

Date
Elected

Term
(Years)
Date
First
Elected
Shareholding
when Elected
Shareholding
when Elected
Current
Shareholding
Current
Shareholding
Spouse &
Minor
Shareholding
Spouse &
Minor
Shareholding

Shareholding
by Nominee
Arrangement

Shareholding
by Nominee
Arrangement
ExperienceEducation Other Position Executives, Directors or
Supervisors Who are
Spouses or within Two
Degrees of Kinship
Executives, Directors or
Supervisors Who are
Spouses or within Two
Degrees of Kinship
Executives, Directors or
Supervisors Who are
Spouses or within Two
Degrees of Kinship
Remark
Shares Shares Shares Shares Title Name Relation
Director R.O.C. Pan Pacific
Investment
Co., Ltd.
2023.
05.15
3 2023.
05.15
1,839,014 3.04 1,839,014 3.04 N/A N/A None None
Representative
Jih Pei Ju

Female
45
2023.
05.15
3 2023.
05.15
86,188 0.14 86,188 0.14 1. Master in Plant Science,
National Taiwan University
2. President of Abnova
(Taiwan) Corporation

None
None
President of Abnova (Taiwan)
Corporation
Director R.O.C. China Wire &
Cable Co., Ltd

2023.
05.15
3 2008.
02.29
1,037,017 1.71 1,037,017 1.71 N/A N/A None None
Representative
Chen
Yueh Hung

Male
59
2023.
05.15
3 2020.
06.19
1. Bachelor’s degree,
University of Toronto
2. Chairman of Kai Tse Co.,
Ltd.
3. Director of Great Universe
Metal Building Materials
Corp.
4. Director of Great Universe
Enterprises Co., Ltd.
5. Director of Taiwan Sun
Clutch Co., Ltd.
6.Supervisor of Great
Universe Development
Corp.
7. Deputy Chairman of
LiBAiDAi Construction &
Development Co., Ltd.
8. Director of Tai Hsu
Construction &
Development Co., Ltd.
9. Director of Yi De Xin
Construction &
Development Co., Ltd.

1. Chairman of Kai Tse Co.,
Ltd.
2. Director of Great Universe
Metal Building Materials
Corp.
3. Director of Great Universe
Enterprises Co., Ltd.
4. Director of Taiwan Sun
Clutch Co., Ltd.
5.Supervisor of Great
Universe Development
Corp.
6. Deputy Chairman of
LiBAiDAi Construction &
Development Co., Ltd.
7. Director of Tai Hsu
Construction &
Development Co., Ltd.
8. Director of Yi De Xin
Construction &
Development Co., Ltd.
None None
  • 10 -
Title Nationality/
Place of
Incorporation

Name
Gender
Age

Date
Elected

Term
(Years)
Date
First
Elected
Shareholding
when Elected
Shareholding
when Elected
Current
Shareholding
Current
Shareholding
Spouse &
Minor
Shareholding
Spouse &
Minor
Shareholding

Shareholding
by Nominee
Arrangement

Shareholding
by Nominee
Arrangement
ExperienceEducation Other Position Executives, Directors or
Supervisors Who are
Spouses or within Two
Degrees of Kinship
Executives, Directors or
Supervisors Who are
Spouses or within Two
Degrees of Kinship
Executives, Directors or
Supervisors Who are
Spouses or within Two
Degrees of Kinship
Remark
Shares Shares Shares Shares Title Name Relation
Independent
Director

R.O.C.
Cha Anna Female
54
2023.
05.15
3 2023.
05.15
1. Bachelor Degree in Dance,
Chinese Culture University
2. Chairman of Rouge
Creative Marketing Co.
3. Chairman of Chipcom
International Co.,Ltd.
1. Chairman of Rouge
Creative Marketing Co.
2. Chairman of Chipcom
International Co.,Ltd.
None None
Independent
Director

R.O.C.
Ye
Shao De
Male
56
2023.
05.15
3 2017.
06.23
1. Ph.D. in Medical Sciences,
Taipei Medical University
2. Chief of Cancer
Center,Taipei Medical
University Hospital
3.Director, Prostate Center of
Excellence, Taipei Medical
University Hospital
4. Chief of Department of
Urology, Chief of
Outpatient Department, and
Chief of Medical Affairs,
Taipei Medical University
Hospital

1.Chairman of Cancer
Center,Taipei Medical
University Hospital
2. Director, Prostate Center of
Excellence, Taipei Medical
University Hospital
3.Director of High Power
Lighting Corporation
4.Supervisor of Ceres
Biomedical Inc.
None None
Independent
Director

R.O.C.
Su
Jin Jun
Male
54
2023.
05.15
3 2017.
06.23
1. PhD. in Business
Administration Department,
National Sun Yat –sen
University
2. Professor and Dean of
School of International
Business, TKK College,
Xiamen University
3. Associate professor and
Chairman of International
Tourism and Hospitality
Department, I-Shou
University
4. Assistant Professor and
Deputy Director of the
Department of Business
Administration, -Shou
University

Professor and Dean of School
of International Business,
TKK College, Xiamen
University.
None None
  • 11 -

2. For directors and supervisors acting as the representatives of institutional shareholders, indicate the names of the institutional shareholders, and the names of its 10 largest shareholders and the holding percentage of each.

Table1: Major shareholders of the institutional shareholders

2024/03/24

2024/03/24
Name of Institutional
Shareholders
Major Shareholders
HarmonyInvestment Co.,Ltd. AtteburyInvestments International Ltd.(100%)
Pan Pacific Investment Co., Ltd. Lasertech Holding International Ltd. (96%)Harmony Investment Co.,
Ltd.(4%)
China Wire & Cable Co., Ltd Chen Ho Yuan (11.98%)Great Universe Metal Building Materials
Corp. (9.7%)Great Universe Development Corp. (7.17%)Taiwan
Sun Clutch Co., Ltd (5.64%)Chen Yueh Hung (4.38%)Kai Tse Co.,
Ltd. (4.33%)Lu Wen Ling(4.28%)Chen Liang Yin (3.82%)Chen
Hsu Li Ming (3.55%)Chen Chin Tsuan(3.43%)
  • Note 1: For directors and supervisors acting as the representatives of institutional shareholders, it shall indicate the names of the institutional shareholders.

  • Note 2: It shall fill in the names of the institutional shareholders which are the major shareholders (the 10 largest shareholders) and its shareholdings. If any of those 10 largest shareholders are institutional shareholders, it shall fill in Table 2.

  • Note 3: For non-institutional shareholders, it shall disclose the names of the shareholders and their shareholdings, which are the names of investors or donors and their contribution or donation ratios.

Table2: Major shareholders of the Company’s major institutional shareholders

2024/03/24

Name of Institutional
Shareholders
Major Shareholders
Attebury Investments
International Ltd.
Chiu Chi Ching (100%)
Lasertech Holding International
Ltd.
Chiu Chi Ching (100%)
Great Universe Metal Building
Materials Corp.


Chen Chin Tsuan (4.34%)Chen Ho Yuan(47.42%)、Chen Yueh
Hung (39.50%)、Chen Hsu Li Ming(3.79%)Chen Liang Yin
2.32%)、Chen Chao Jung2.32%)、Tai ChungChieh0.31%
Great Universe Development
Corp.


China Wire & Cable Co., Ltd (93.26%)ChenHo Yuan (0.77%)Chen
Hsu Li Ming (0.25%)Chen Chin Tsuan (0.68%)Chen Yueh Hung
(3.06%)Chen Chao Jung (1.11%)Chen LiangYin(0.87%)
Taiwan Sun Clutch Co., Ltd


China Wire & Cable Co., Ltd (96.94%)ChenHo Yuan (1.19%)Chen
Hsu Li Ming (0.20%)Chen Chin Tsuan (0.30%)Chen Yueh Hung
(1.17%)Chen Chao Jung (0.10%)Chen LiangYin(0.10%)
Kai Tse Co., Ltd.

China Wire & Cable Co., Ltd (99.95%)Chen Yueh Hung (0.03%)
Chen Ho Yuan(0.02%)
  • Note 1: If the major shareholder listed in Table 1 is an institutional shareholder, it shall indicate the names of the institutional shareholders.

  • Note 2: It shall fill in the names of the institutional shareholders which are the major shareholders (the 10 largest shareholders) and its shareholdings.

  • Note 3: For non-institutional shareholders, it shall disclose the names of the shareholders and their shareholdings, which are the names of investors or donors and their contribution or donation ratios.

  • 12 -

3. Disclosure of Professional Qualifications of Directors and Independence Analysis of Independent Directors:

Independent Directors:
Criteria
Name

Professional Qualifications and Experience
Status of Independence Number of Other
Public Companies in
Which the Individual
is Concurrently
Serving as an
Independent Director
Wilber Huang 1. Professional Qualifications
 Holds a medical license in the US
 Expertise: Board leadership experience, global
market experience, risk and regulatory
knowledge, relevant industry experience
(healthcare/biotech/marketing).
2. Experiences:
 Academic qualification: Northwestern
University Medical School (MD)
 President of Abnova (Taiwan) Corporation
 Chairman of Abnova (Taiwan) Corporation
 Director of Abnova Holding Corporation
 Director of Abnova (Cayman) Corporation
 Director of Abnova Diagnostics (Japan)
 Director of Citil Pharma Incorporated
 Chairman of AxleBio Ventures
There are no circumstances listed in Article 30 of
the Company Act.
0
Harmony
Investment Co.,
Ltd.
Representative:
Chiu Chi Ching
1.Professional Qualifications
 N1 level Japanese proficiency
 Expertise: Board leadership experience, fluent
in Japanese, risk and regulatory knowledge,
relevant industry experience (architectural
design/ investment).
2.Experiences:
 Academic qualification:Bachelor Degree in
Housing and Architecture, Japan Women's
University
 Chairman of Harmony Investment Co., Ltd.
 Director of Lasertech Holding International
Ltd.
 Director of Attebury Investments International
Ltd.
 Supervisor of Pan Pacific Investment Corp.
 Director of Abnova (HK) Limited
 Chairman of Bolster Pioneering Incorporated
There are no circumstances listed in Article 30 of
the Company Act.

0
Pan Pacific
Investment Co.,
Ltd..
Representative:
Jih Pei Ju

1. Professional Qualifications
 Expertise: R&D experience, risk and
regulatory knowledge, relevant industry
experience (healthcare/biotech)
2. Experiences:
 Academic qualification: Master in Plant
Science, National Taiwan University
 President of Abnova (Taiwan) Corporation
There are no circumstances listed in Article 30 of
the Company Act.
0
China Wire &
Cable Co., Ltd
Representative:
Chen Yueh
Hung


1. Professional Qualifications
 Expertise: Global market experience, risk and
regulatory knowledge, relevant industry
experience (construction/marketing)
2. Experiences:
 Academic qualification: Bachelor’s degree,
University of Toronto
 Chairman of Kai Tse Co., Ltd.
 Director of Great Universe Metal Building
Materials Corp.
 Director of Great Universe Enterprises Co.,
Ltd.
 Director of Taiwan Sun Clutch Co., Ltd.
 Supervisor of Great Universe Development
Corp.
 Deputy Chairman of LiBAiDAi Construction
& Development Co., Ltd.
 Director of Tai Hsu Construction &
Development Co., Ltd.
 Director of Yi De Xin Construction &
Development Co., Ltd.
There are no circumstances listed in Article 30 of
the Company Act.
0
  • 13 -
Criteria
Name

Professional Qualifications and Experience
Status of Independence Number of Other
Public Companies in
Which the Individual
is Concurrently
Serving as an
Independent Director
Cha Anna 1. Professional Qualifications
 Expertise: Marketing planning, corporate
management, risk and regulatory knowledge,
relevant industry experience
(business/marketing/ operation management)
2. Experiences:
 Bachelor Degree in Dance, Chinese Culture
University
 Chairman of Rouge Creative Marketing Co.
 Chairman of Chipcom International Co.,Ltd.
1. Serve as an independent director the Company
2. Met the following independence criteria:
(1) A natural person, the person's spouse,
relative within the second degree of kinship
do not serve as a director, supervisor or an
employee of the Company’s affiliates
(2) Does not holds any of shares of the
Company
(3) Not a director, supervisor or an employee of
a company that has specific relationship with
the Company
(4) Not a director, supervisor, or employee of a
company of which the majority of board
seats or voting shares is controlled by a
company that also controls the same of the
company
(5) Not a director, supervisor, or employee of a
company of which the chairman or President
(or equivalent) themselves or their spouse
also serve as the company’s chairman or
President (or equivalent)
(6) Not a director, supervisor, officer, or
shareholder holding five percent or more of
the shares of a specified company or
institution that has a financial or business
relationship with the company


















0
Ye Shao De 1. Professional Qualifications
 Holds a medical license in the R.O.C
 Expertise: Clinical medicine experience, risk
and regulatory knowledge, relevant industry
experience (healthcare/biotech/marketing)
2. Experiences:
 Academic qualification: Ph.D. in Medical
Sciences, Taipei Medical University
 Chief of Cancer Center,Taipei Medical
University Hospital
 Director, Prostate Center of Excellence, Taipei
Medical University Hospital
 Chief of Department of Urology, Chief of
Outpatient Department, and Chief of Medical
Affairs, Taipei Medical University Hospital

1. Serve as an independent director the Company
2. Met the following independence criteria:
(1) A natural person, the person's spouse,
relative within the second degree of kinship
do not serve as a director, supervisor or an
employee of the Company’s affiliates
(2) Does not holds any of shares of the
Company
(3) Not a director, supervisor or an employee of
a company that has specific relationship with
the Company
(4) Not a director, supervisor, or employee of a
company of which the majority of board
seats or voting shares is controlled by a
company that also controls the same of the
company
(5) Not a director, supervisor, or employee of a
company of which the chairman or President
(or equivalent) themselves or their spouse
also serve as the company’s chairman or
President (or equivalent)
(6) Not a director, supervisor, officer, or
shareholder holding five percent or more of
the shares of a specified company or
institution that has a financial or business
relationship with the company


















0
Su Jin Jun 1. Professional Qualifications
 Possesses the qualifications in business and
financial accounting, and qualified to serve as
a university professor
 Expertise: Business, corporate management,
financial accounting, risk and regulatory
knowledge, relevant industry experience
(business/ corporate management/ education).
2. Experiences:
 Academic qualification: PhD. in Business
Administration Department, National Sun Yat–
Sen University (Accounting Regulatory
Department)
 Professor and Dean of School of International
Business, TKK College, Xiamen University
 Associate professor and Chairman of
International Tourism and Hospitality
Department, I-Shou University
 Assistant Professor and Deputy Director of the
Department of Business Administration, -Shou
University

~~1. Serve as an independent director the Company~~
2. Met the following independence criteria:
(1) A natural person, the person's spouse,
relative within the second degree of kinship
do not serve as a director, supervisor or an
employee of the Company’s affiliates
(2) Does not holds any of shares of the
Company
(3) Not a director, supervisor or an employee of
a company that has specific relationship with
the Company
(4) Not a director, supervisor, or employee of a
company of which the majority of board
seats or voting shares is controlled by a
company that also controls the same of the
company
(5) Not a director, supervisor, or employee of a
company of which the chairman or President
(or equivalent) themselves or their spouse
also serve as the company’s chairman or
President (or equivalent)
(6) Not a director, supervisor, officer, or
shareholder holding five percent or more of
the shares of a specified company or
institution that has a financial or business
relationship with the company


















0
  • 14 -

4. The diversity policy and status of independence of the board of directors:

(1) The diversity policy of the board of directors:

  • I. Pursuant to Article 20 of the "Corporate Governance Best Practice Principles” of the Company, the board of directors of the Company shall direct company strategies, supervise the management, and be responsible to the company and shareholders. The various procedures and arrangements of its corporate governance system shall ensure that, in exercising its authority, the board of directors complies with laws, regulations, its articles of incorporation, and the resolutions of its shareholders meetings. The structure of the Company's board of directors shall be determined by choosing an appropriate number of board members, in consideration of its business scale, the shareholdings of its major shareholders, and practical operational needs.

The composition of the board of directors shall be determined by taking diversity into consideration. It is advisable that directors concurrently serving as company officers not exceed one-third of the total number of the board members, and that an appropriate policy on diversity based on the Company's business operations, operating dynamics, and development needs be formulated and include, without being limited to, the following two general standards:

  1. Basic requirements and values: Gender, age, nationality, and culture, etc.

  2. Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills, and industry experience, etc.

  3. All members of the board shall have the knowledge, skills, and experience necessary to perform their duties.

To achieve the ideal goal of corporate governance, the board of directors shall possess the following abilities:

  • (i) Ability to make operational judgments.

  • (ii) Ability to perform accounting and financial analysis.

  • (iii) Ability to conduct management administration.

  • (iv) Ability to conduct crisis management.

  • (v) Knowledge of the industry.

  • (vi) An international market perspective.

  • (vii) Ability to lead.

  • (viii)Ability to make policy decisions.

  • II. Article 17 of the Company's "Articles of Incorporation” specified that the election of directors shall adopt a candidate nomination system. The "Procedures for Election of Directors” stated that the composition of the board of directors shall be determined by taking diversity into consideration, directors and independent directors shall have the qualifications and capabilities as required by laws and regulations, with a view to ensuring an effective selection of appropriate director candidates. The quality of decision-making will be enhanced with the diverse viewpoints and insights of the board of directors, which is beneficial to the Company's shareholders and stakeholders.

  • III.At the same time, the "Rules for Performance Evaluation of Board of Directors” of the Company specified that the criteria for evaluating the performance of the board of directors, including 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, internal control, and ability to express specific opinions, etc., with a view to ensuring an effective operation of board of directors. The performance evaluations of directors will be conducted annually, which will be served as a reference for director selection in the future. The 9th Session of the Board of Directors of the Company is made up of 7 directors, including 4 directors and 3 independent directors, covering different nationalities, genders, and ages. The areas of expertise covering different fields, such as biotechnology, medicine, financial accounting, technology, operation management, etc., achieving the goal of diversification. The key areas of diversity are described as follows:

  • 15 -

Key areas of diversity / Name of
directors
Key areas of diversity / Name of
directors
Directors Directors Independent Directors Independent Directors Independent Directors
Wilber
Huang
Chiu
Chi
Ching
Chen
Yueh
Hung
Jih
Pei Ju
Cha
Anna
Ye
Shao De

Su
Jin Jun
Basic
requirements
and values
Gender Male Female Male Female Female Male Male
Nationality USA ROC ROC ROC ROC ROC ROC
Age range 51-60 51-60 51-60 41-50 51-60 51-60 51-60
Concurrently serving as
employee of the
Company
None None None Yes None None None
Tenure of board of
directors
9 years
or more

9 years or
more

3-9
years
Less
than 3
years
Less
than 3
years
3-9
years
3-9
years
Industry
experience
Medical and
biotechnology
V V V
Operation management V V V V V V V
Financial accounting V
Professional
knowledge
and
capabilities
Able to make
operational judgments
V V V V V V V
Able to perform
accounting and
financial analysis
V
Able to conduct
management
administration
V V V V V V V
Able to conduct crisis
management
V V V V V V V
Biotech industry
knowledge
V V V
International market
perspective
V V V V V V V
Able to lead V V V V V V V
Able to make policy
decisions

V
V V V V V V
Individual Director Diversity QuantitativeDataDescription:
Percentage ofdirectors who are also employees
14%
Percentage of IndependentDirectors
43%
Percentage of female directors
43%
Percentage of directors with medical and biotechnology
experience
43%
Percentage of directors with financial accounting
industry experience
14%
Age distribution of directors: 41 - 50 years old
51 -60 years old
14%
86%
Individual Director Diversity QuantitativeDataDescription:
Percentage ofdirectors who are also employees
14%
Percentage of IndependentDirectors
43%
Percentage of female directors
43%
Percentage of directors with medical and biotechnology
experience
43%
Percentage of directors with financial accounting
industry experience
14%
Age distribution of directors: 41 - 50 years old
51 -60 years old
14%
86%
Individual Director Diversity QuantitativeDataDescription:
Percentage ofdirectors who are also employees
14%
Percentage of IndependentDirectors
43%
Percentage of female directors
43%
Percentage of directors with medical and biotechnology
experience
43%
Percentage of directors with financial accounting
industry experience
14%
Age distribution of directors: 41 - 50 years old
51 -60 years old
14%
86%
Percentage ofdirectors who are also employees 14%
Percentage of IndependentDirectors 43%
Percentage of female directors 43%
Percentage of directors with medical and biotechnology
experience
43%
Percentage of directors with financial accounting
industry experience
14%
Age distribution of directors: 41 - 50 years old
51 -60 years old
14%
86%
  • 16 -

The specific goals of diversification of board of directors and its attainment status

The management goal of diversification of board
of directors
Attainment status



Emphasis on gender equality on the board of
directors, with the Board of Directors composing
at least one director of different gender.
100%. At present, there are 3 female directors and 4
male directors, with each gender representing more
than 1/3 of the total board seats.
The board of directors requires at least 1 director
with
medical
and
biotechnology
related
background in response to the Company's
operational and drug development needs.
100%. At present, there are 3 directors with
backgrounds
in
medical
and biotechnology,
accounting for 43% of the total board seats, of which
1 director is currently a medical practitioner in
Taiwan.
Taking
the
independence
status
of
the
independent directors into consideration, their
consecutive terms shall not exceed 3 terms.
100%. All 3 independent directors of the Company
have not exceeded 3 consecutive terms.
Strengthening corporate governance, achieving
over 1/3 representation of independent directors
on the board.
100%. At present, there are 3 independent directors,
accounting for 43% of the total board seats.
  • 17 -

3.2.2 Information on the company's President, assistant Presidents, Senior managers, and the chiefs of all the company's divisions and branch units

March 24,2024 March 24,2024 March 24,2024 March 24,2024 March 24,2024
Title Nationality
Name
Gender
Date of
election
(Assumptio
n of office)
Shareholding Spouse &
Minor
Shareholding
Shareholding
Shareholding
in the name of
others
Shareholding

Main Experience (Academic Qualification)
Current
Concurrent Position
at Other Companies

Managerial personnel
who is the spouse or
relative within the second
degree of kinship
Remark
Shares
%
Shares
%
Shares
%
Title Name Relationship
President ROC Jih Pei Ju Female 2023.02.24 86,188 0.14%
1. Master in Plant Science, National Taiwan
University
2. President of Abnova (Taiwan) Corporation
None None Note
Senior
Manager
ROC Huang Shi
Xuan
Male 2008.07.01 1. Master in Plant Science, National Chung Hsing
University
2. Manager (Factory Director) of BioLASCO Taiwan
Co., Ltd.
None None None
Senior
Manager
ROC Zheng Mei
Hui
Female 2010.11.03 16,388 0.03%
1. International Trade Program, Hsing Wu High
School
2. Executive Assistant to the CEO of Momentum
Digital Technology Co., Ltd.
1. Supervisor of
Harmony
Investment Co.,
Ltd.
2. Director of Pan
Pacific
Investment Corp.
None None
Senior
Manager
ROC Chen Si Xian Male 2013.08.01 4,388 0.01%
1. Master in Agricultural Chemistry, National Taiwan
University
2. Senior Manager of System R&D Department of
Abnova (Taiwan) Corporation
None None None
Senior
Manager
ROC Tung I Ling Female 2015.09.01 1. Master in Science and Technology Management,
National Taiwan Normal University
2. Audit Assistant Manager of Radium Life Tech Co.,
Ltd.
3. Executive Assistant to the Chairman Office of
Abnova (Taiwan) Corporation
None None None
Senior
Manager
ROC Zhou Yun Jin Male 2015.09.01 129
129
1. Master in Biology, Fu Jen Catholic University
2. Senior Manager of Bio-Reagent Division, Zhongli
of Abnova (Taiwan) Corporation
None None None
Senior
Manager
ROC Tung Kai
Chiang
Male 2018.11.13 1. Master of Law in Business Administration,
National Taiwan University. Master in
Microbiology, National Taiwan University.
2. Patent Engineer of Wenping & Co.
3. Senior Manager of Legal Affairs Office of Abnova
(Taiwan) Corporation
None None None
Senior
Manager
ROC Chang Ya
Ping
Female 2019.11.13 1. Department of Accounting, Tamkang University
2.Managerof KPMGTaiwan
None None None

Note: Jih Pei Ju has served as Senior Manager of the Company since July 1, 2018. The Board of Directors has passed the resolution to change President on February 24, 2023, and she has assumed the position of President.

  • 18 -

3.2.3 Remuneration of Directors, Independent Directors, Supervisors, President, and Vice Presidents 1. Remuneration of Directors and Independent Directors in the most recent fiscal year (2023):

Unit: NT$ thousands

Title Name Remuneration of Directors Remuneration of Directors Remuneration of Directors Remuneration of Directors Remuneration of Directors Remuneration of Directors Remuneration of Directors Remuneration of Directors Ratio of Total
Remuneratio
n (A+B+C+D)
to Net Income
(%)
Ratio of Total
Remuneratio
n (A+B+C+D)
to Net Income
(%)

Relevant Remuneration Received by Directors Who are Also
Employees

Relevant Remuneration Received by Directors Who are Also
Employees

Relevant Remuneration Received by Directors Who are Also
Employees

Relevant Remuneration Received by Directors Who are Also
Employees

Relevant Remuneration Received by Directors Who are Also
Employees

Relevant Remuneration Received by Directors Who are Also
Employees

Relevant Remuneration Received by Directors Who are Also
Employees

Relevant Remuneration Received by Directors Who are Also
Employees
Ratio of Total
Compensation
(A+B+C+D+E+F+G)
to Net Income (%)
Ratio of Total
Compensation
(A+B+C+D+E+F+G)
to Net Income (%)

Remune
ration
from
ventures
other
than
subsidiar
ies or
from the
parent
company
Remuneration
(A)
Severance
Pay
(B)
Directors
Compensation
(C)

Allowances
(D)


Salary,
Bonuses, and
Allowances
(E)
Severance
Pay
(F)
Employee Compensation
(G)
The
company
All
companies
in the
consolidated
financial
statements
The
compa
ny
All
companie
s in the
consolidat
ed
financial
statement
s
The
company

All
companies
in the
consolidat
ed
financial
statements


The
company
All
companies
in the
consolidate
d financial
statements
The
company
All
companies
in the
consolidate
d financial
statements
The
company
All
companies
in the
consolidated
financial
statements
The
company
All
companies
in the
consolidated
financial
statements
The company All companies in
the consolidated
financial statements

The
company
All
companies in
the
consolidated
financial
statements

Cash
Stock Cash Stock
Chairman Wilber Huang 240 240 0 0 58.7 58.7 4,641.4 4,641.4 11.31% 11.31% 988.5
(Note1)
988.5
(Note1)
0 0 435.6 0- 435.6 0 14.57% 14.57% None
Director Harmony
Investment Co., Ltd.
Representative :
Chiu Chi Ching

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%
Director China Wire & Cable
Co., Ltd
Representative :
Chen Yueh Hung

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%
Director Rong How
Investment Co., Ltd.
Representative :
Chen Fang Wen
(Resigned after the
re-election on May
15, 2023)

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%
Director Pan Pacific
Investment Corp.
Representative:
Jih Pei Ju
(Newly appointed
after the re-election
on May 15, 2023)
150 150 0 0 36.7 36.7 0 0 0.43% 0.43% 1,314.2
(Note2)
1,314.2
(Note2)
0 0 53.8 0 53.8 0 3.56% 3.56%
Independent
Director

Lin Jia Hsie
(Resigned after the
re-election on May
15, 2023)
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% None
Independent
Director

Cha Anna
(Newly appointed
after the re-election
on May 15, 2023)
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%
Independent
Director

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%
Independent
Director

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%
  • 19 -

  • (Note1) The Chairman Wilber Huang concurrently served as General Manager of the Corporation. Per 24 February 2023 motion to change general manager adopted by the Board, Mr. Wilber Huang has been relieved from concurrent roles from the same date.

(Note2) Denotes the amount from the date elected as director to December 31, 2023.

  1. Please describe the policy, system, standard, and structure of remuneration to independent directors, and the correlation between duties, risk, and time input with the amount of remuneration:

  2. (1) Pursuant to Article 26 of the Articles of Incorporation of the Company, directors will receive a monthly remuneration, and the amount of remuneration is determined based on the remuneration standards of the industry. The Company shall provide reasonable remuneration for independent directors that may be different from directors.

  3. (2) Remuneration to each director is determined by the Board of Directors based on their respective involvement in the Company’s operations, contribution, responsibilities, and risks, as well as referring to the remuneration standards of the industry. Each regular director receives a monthly remuneration of NT$20,000. All independent directors are concurrently served as members of the Audit Committee and Remuneration Committee, considering their responsibilities to participate committee meetings that requiring to devote more time and effort; therefore, their remuneration is higher than directors, with each independent director receiving a monthly remuneration of NT$30,000.

  4. (3) If the Company makes a profit in the current fiscal year, pursuant to Article 24 of the Articles of Incorporation of the Company, after deducting the pretax income for remuneration to employees and directors, and setting aside an amount to make up accumulated losses, if there is any remaining balance, the Company shall set aside not less than 1% of its annual profit to employees as a profit sharing and not more than 3% as a compensation for directors.

  5. The correlation between remuneration paid to directors and performance review results:

  6. (1) Remuneration: It is determined by the Board of Directors based on their respective involvement in the Company’s operations, contribution, responsibilities, and risks, as well as referring to the remuneration standards of the industry.

  7. (2) Directors’ compensation: Allocation is made in accordance with Article 24 of the Articles of Incorporation of the Company. The actual distribution of compensation to directors in FY 2023 was NT$ 410,900 (at the provision rate of approximately 0.81%). The compensation paid to directors is determined according to the statistics of the board meeting attendance rate and the duration of continuing education/training of all Directors, as well as the self-assessment of each director (including independent directors) based on the criteria such as understanding of the Company’s goals and mission, awareness of director’s duties, involvement in the Company’s operations, management of internal relationship and communication, the director's professionalism and continuing knowledge development, internal controls, etc. in accordance with the "Rules for Performance Evaluation of Board of Directors” of the Company. Based on the 2023 self-assessment of the Company's board members, the evaluation result of the aforementioned assessment items was 93-97 marks. All board members have a good understanding of the Company's operations and are committed to fulfilling their respective duties as directors. The directors’ compensation Managers was reviewed by the Remuneration Committee on February 20, 2024, and passed by the Board of Directors on February 20, 2024. The amount of individual director's compensation is as shown in the table above.

  8. 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.

  1. In addition to the above remuneration, director remuneration shall be disclosed as follows when received from companies included in the consolidated financial statements in the most recent year to compensate directors for their services, such as being independent contractors.: None

  2. 20 -

Range of Remuneration

Name of Directors

Range of Remuneration Range of Remuneration Range of Remuneration Range of Remuneration
Name of Directors
Range of Remuneration Total of (A+B+C+D) Total of (A+B+C+D+E+F+G)
The company Companies in the
consolidated
financial statements
The company Companies in the
consolidated
financial
statements (I)
Less than NT$ 1,000,000 Harmony Investment
Co., Ltd.
Representative:
Chiu Chi Ching,
China Wire & Cable
Co., Ltd
Representative:
Chen Yueh Hung,
Rong How Investment
Co., Ltd.
Representative:
Chen Fang Wen
(Note1),
Pan Pacific Investment
Co., Ltd..
Representative:
Jih Pei Ju (Note2)
Harmony Investment
Co., Ltd.
Representative:
Chiu Chi Ching,
China Wire & Cable
Co., Ltd
Representative:
Chen Yueh Hung,
Rong How Investment
Co., Ltd.
Representative:
Chen Fang Wen
(Note1),
Pan Pacific
Investment Co., Ltd..
Representative:
Jih Pei Ju (Note2)

Harmony
Investment Co.,
Ltd.
Representative:
Chiu Chi Ching,
China Wire &
Cable Co., Ltd
Representative:
Chen Yueh Hung,
Rong How
Investment Co.,
Ltd.
Representative:
Chen Fang Wen
(Note1)
Harmony
Investment Co.,
Ltd.
Representative:
Chiu Chi Ching,
China Wire &
Cable Co., Ltd
Representative:
Chen Yueh Hung,
Rong How
Investment Co.,
Ltd.
Representative:
Chen Fang Wen
(Note1)
NT$1,000,000 ~ NT$1,999,999 - - Pan Pacific
Investment Co.,
Ltd..
Representative:
Jih Pei Ju (Note2)
Pan Pacific
Investment Co.,
Ltd..
Representative:
Jih Pei Ju (Note2)
NT$2,000,000~NT$3,499,999 - - - -
NT$3,500,000~NT$4,999,999 Wilber Huang Wilber Huang - -
NT$5,000,000~NT$9,999,999 - - Wilber Huang Wilber Huang
NT$10,000,000~NT$14,999,999 - - - -
NT$15,000,000~NT$29,999,999 - - - -
NT$30,000,000~NT$49,999,999 - - - -
NT$50,000,000~NT$99,999,999 - - - -
Greater than or equal to
NT$100,000,000
- - - -
Total 5 5 5 5
Range of Remuneration Name of Independent Directors Name of Independent Directors Name of Independent Directors Name of Independent Directors
Total of (A+B+C+D) Total of (A+B+C+D+E+F+G)
The company Companies in the
consolidated
financial
statements
The company Companies in the
consolidated
financial
statements (I)
Less than NT$ 1,000,000 Lin Jia Hsie
(Note1),
Cha Anna (Note2),
Ye Shao De,
Su Jin Jun
Lin Jia Hsie
(Note1),
Cha Anna (Note2),
Ye Shao De,
Su Jin Jun
Lin Jia Hsie
(Note1),
Cha Anna (Note2),
Ye Shao De,
Su Jin Jun
Lin Jia Hsie
(Note1),
Cha Anna (Note2),
Ye Shao De,
Su Jin Jun
NT$1,000,000~NT$1,999,999 - - - -
NT$2,000,000~NT$3,499,999 - - - -
NT$3,500,000~NT$4,999,999 - - - -
NT$5,000,000~NT$9,999,999 - - - -
NT$10,000,000~NT$14,999,999 - - - -
NT$15,000,000~NT$29,999,999 - - - -
NT$30,000,000~NT$49,999,999 - - - -
NT$50,000,000~NT$99,999,999 - - - -
Greater than or equal to
NT$100,000,000
- - - -
Total 4 4 4 4

(Note1) Dismissed as director on May 15, 2023.

(Note2) Elected as director on May 15, 2023.

(Note3)The board members of the Company are complied with the "Rules for Performance Evaluation of Board of Directors” of the Company to complete the self-assessment based on the criteria such as understanding of the Company’s goals and

  • 21 -

mission, awareness of director’s duties, involvement in the Company’s operations, management of internal relationship and communication, the director's professionalism and continuing knowledge development, internal controls, etc. in accordance with the "Rules for Performance Evaluation of Board of Directors” of the Company. Based on the statistics of the board meeting attendance rate and the duration of continuing education/training of all Directors in 2023 conducted by the Company, as well as the 2023 self-assessment of the Company's board members, the score for the aforementioned assessment items is 93-97. The allocation of directors' remuneration in 2023 was reviewed by the Remuneration Committee on February 20, 2024 with reference to the aforementioned assessment results, and passed by the board of directors on February 20, 2024, the amount was received individually.

2. The remuneration paid to supervisors in the most recent fiscal year (2023): (Not applicable)

The Company has set up an Audit Committee on June 23, 2017, to replace the functions of the supervisors.

3. The remuneration paid to President and Vice Presidents in the most recent fiscal year (2023):

Unit: NT$ thousands

Title Name Salary
(A)
Salary
(A)
Severance Pay
(B)
Severance Pay
(B)
Bonuses and
Allowances
(C)
Bonuses and
Allowances
(C)
Employee Compensation
(D)
Employee Compensation
(D)
Employee Compensation
(D)
Employee Compensation
(D)
Ratio of total
compensation
(A+B+C+D) to net
income (%)
Ratio of total
compensation
(A+B+C+D) to net
income (%)
Remunerat
ion from
ventures
other than
subsidiaries
or from
the parent
company

The
company

Companies in
the
consolidated
financial
statements


The
company

Companies
in the
consolidated
financial
statements
The
company

Companies
in the
consolidated
financial
statements

The
company
Companies in
the
consolidated
financial
statements

The
company

Companies in
the
consolidated
financial
statements
Cash Stock Cash Stock
President Wilber
Huang
(Note1)

849.8
849.8 0 0 138.7 138.7 435.6
0
435.6 0 3.26% 3.26% None
President Jih
Pei Ju
1389.9 1389.9 0 0 238.6 238.6 53.8 0 53.8 0 3.85% 3.85% None

Note 1: The Chairman Wilber Huang concurrently served as General Manager of the Corporation. Per 24 February 2023 motion to change general manager adopted by the Board, Mr. Wilber Huang has been relieved from concurrent roles from the same date. Note 2: The Company does not have a Vice President or any other position of equivalent rank.

Range of Remuneration

Range of Remuneration Name of President and Vice Presidents Name of President and Vice Presidents
The company Companies in the consolidated
financial statements (E)
Less than NT$ 1,000,000 - -
NT$1,000,000~NT$1,999,999 Wilber Huang, Jih PeiJu Wilber Huang, Jih PeiJu
NT$2,000,000~NT$3,499,999 - -
NT$3,500,000~NT$4,999,999 - -
NT$5,000,000~NT$9,999,999 - -
NT$10,000,000~NT$14,999,999 - -
NT$15,000,000~NT$29,999,999 - -
NT$30,000,000~NT$49,999,999 - -
NT$50,000,000~NT$99,999,999 - -
Greater than or equal to NT$100,000,000
-
-
Total 2 2
  • 22 -

4. Names and acquisition status of managerial personnels who have acquired new restricted employee shares:

2024/03/31 Unit: NT$ thousands 2024/03/31 Unit: NT$ thousands 2024/03/31 Unit: NT$ thousands
Title Name Stock (Fair
Market
Value)
Cash Amount Total Total Profit
Sharing Paid to
Management
Team as a % of
Net Income
Managers President Wilber Huang (Note) 0 875 875 2%
President Jih Pei Ju (Note)
Senior Manger Huang Shi Xuan
Senior Manger Zheng Mei Hui
Senior Manger Chen Si Xian
Senior Manger Tung I Ling
Senior Manger Zhou Yun Jin
Senior Manger Tung Kai Qiang
Senior Manger Chang Ya Ping

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

  • 23 -

  • 3.2.4 Separately compare and describe total remuneration, as a percentage of net income stated in the parent company only financial reports or individual financial reports, as paid by this company and by each other company included in the consolidated financial statements during the past 2 fiscal years to directors, supervisors, Presidents, and assistant Presidents, and analyze and describe remuneration policies, standards, and packages, the procedure for determining remuneration, and its linkage to operating performance and future risk exposure

  • The total remuneration paid to Directors, Supervisors, Presidents and Assistant Presidents in FY 2022 and 2023 were NT$9,824 thousand and NT$10,199 thousand, respectively, which accounted for 13.13% and 23.35% of the net income of the Company, respectively

  • Remuneration policies, standards, and packages, the procedure for determining remuneration, and its linkage to operating performance and future risk exposure

    • (1) The remuneration paid to the directors of the Company includes remuneration and compensation to directors. The remuneration policies, standards, and packages are as follows: I. Remuneration:

      • Pursuant to Article 26 of the Articles of Incorporation of the Company, directors will receive a monthly remuneration, and the amount of remuneration is determined based on the remuneration standards of the industry. The Company shall provide reasonable remuneration for independent directors that may be different from directors. Remuneration to each director is determined by the Board of Directors based on their respective involvement in the Company’s operations, contribution, responsibilities, and risks, as well as referring to the remuneration standards of the industry. Each regular director receives a monthly remuneration of NT$20,000. All independent directors are concurrently served as members of the Audit Committee and Remuneration Committee, considering their responsibilities to participate committee meetings that requiring to devote more time and effort; therefore, their remuneration is higher than directors, with each independent director receiving a monthly remuneration of NT$30,000.

      • II. Compensation to directors:

      • If the Company makes a profit in the current fiscal year, pursuant to Article 24 of the Articles of Incorporation of the Company, after deducting the pretax income for remuneration to employees and directors, and setting aside an amount to make up accumulated losses, if there is any remaining balance, the Company shall set aside not less than 1% of its annual profit to employees as a profit sharing and not more than 3% as the compensation for directors. The actual distribution of compensation to directors in FY 2023 was NT$ 410,900 (at the provision rate of approximately 0.81%).

    • (2) The remuneration paid to the managerial personnels (at or above the level of Senior Manager) of the Company includes salary, year-end bonus, and employee compensation. The remuneration policies, standards and packages are as follows:

      • I. Salary, year-end bonus: Salary refers to the compensation employees receive for their work, which is determined based on the Company's employment rules, relevant regulations governing the human resources such as job band, etc., at the time of appointment, and approved by the Remuneration Committee and the Board of Directors, and individual amounts are reviewed regularly every year. In accordance with the Company’s work rules, if the Company makes profits after year-end settling, after paying tax, making up losses, and setting aside a legal reserve, the year-end bonus will be distributed prior to the Chinese New Year that would depend on the actual circumstances. The amount of year-end bonus for each managerial personnel will be reviewed by the Remuneration Committee and the Board of Directors at the end of each year.

      • II. For the compensation to employees, pursuant to Article 24 of the Articles of Incorporation of the Company: "If the Company makes profits (after deducting the pretax income for remuneration to employees and directors), it shall set aside not less than 1% of its annual profit to employees as a profit sharing and not more than 3% as the compensation for directors”. The provision rate will be reviewed by the Remuneration Committee and approved by the Board of Directors, as well as reported in the Board meeting.

      • The actual distribution of compensation to employees in FY 2023 was NT$ 2,154,700 (at

  • 24 -

the provision rate of approximately 4.22%). For the expected amount of compensation for the managerial personnels, please refer to "4. Names and acquisition status of managerial personnels who have acquired new restricted employee shares." The distribution of compensation to managerial personnels is referred to the regular performance review results and calculated based on the standards governing the distribution of employee compensation.

  • (3) Procedure for determining remuneration:

  • I.The salary and compensation of directors and managerial personnel are regularly assessed based on the evaluation results according to the Company's "Rules for Performance Evaluation of Board of Directors" for directors and the "Performance Management Measures" applicable to managerial personnel and employees. In addition, the remuneration of the Chairman is linked to operating performance indicators and is submitted to the Remuneration Committee for review as well as presented to the Board of Directors for resolution. To fully assess the achievement of operating performance indicators, the performance evaluation criteria for the chairman is based on the Company's annual operational indicators, including operational management, financial results, corporate governance, etc. The assessment scope includes four main indicators: revenue, pre-tax net profit, research and development results, and corporate governance evaluation. The performance evaluation scope for the general manager includes various performance goals related to major job responsibilities, including operational management, supervision of budget plan execution, research and development progress management, internal control management, and implementation of quality assurance and management, etc.

  • II. The reasonableness of the remuneration for the directors and managers of the Company has been thoroughly reviewed by the Remuneration Committee and approved by the Board of Directors, with consideration given to the performance evaluation results. In addition, individual performance achievement rates and contributions to the Company are taken into account, along with an assessment of the Company's overall operating performance, future risks and development trends of the industry. The remuneration system is reviewed in a timely manner based on the actual operating conditions and relevant regulations. Moreover, after comprehensive consideration of current trends in corporate governance, reasonable remuneration is provided to achieve a balance between sustainable operation and risk control for the Company. The actual amount of remuneration for directors and managerial personnel for the FY 2023 are reviewed by the Remuneration Committee and approved by the Board of Directors.

  • (4) The correlation between remuneration paid to directors and operating performance and future risk exposure:

  • I. Remuneration to directors:

    • Based on the level of involvement, contribution value, responsibilities, and risks borne by individual directors in the operation of the Company, the Board of Directors shall consider the industry standards in determining their compensation.
  • II. Compensation to directors:

    • The distribution of director compensation is measured based on the statistics of the board meeting attendance rate and the duration of continuing education/training of all Directors, as well as the self-assessment of each director (including independent directors) based on the criteria such as understanding of the Company’s goals and mission, awareness of director’s duties, involvement in the Company’s operations, management of internal relationship and communication, the director's professionalism and continuing knowledge development, internal controls, etc. in accordance with the "Rules for Performance Evaluation of Board of Directors” of the Company. Based on the 2023 self-assessment of the Company's board members, the evaluation result of the aforementioned assessment items showed that the directors have obtained 93-97 marks. All board members have a good
  • 25 -

understanding of the Company's operations and are committed to fulfilling their respective duties as directors. The remuneration paid to Directors, Supervisors, Presidents and Assistant Presidents was reviewed by the Remuneration Committee, and passed by the board of directors on February 20, 2024. For the individual director's remuneration, please refer to “(3) The Remuneration Paid to Directors, Supervisors, Presidents and Assistant Presidents in the Most Recent Fiscal Year”.

  • (5) The correlation between remuneration paid to managerial personnels and operating performance and future risk exposure:

  • For the remuneration payable to managerial personnels by the Company, in addition to evaluating the Company's overall operational performance, future business risks, and development trends, a reasonable compensation is determined with reference to the individual's attendance and job performance. The Company conducts managerial personnels’ performance review in January and July every year. The performance evaluation for managerial personnels includes three aspects: work attitude (including cooperation, learning ability, teamwork) with a weight of 40%, leadership and management (including cost control, communication and coordination, and work standards) with a weight of 30%, and job performance (including department management, planning and judgment ability, and decision-making and execution ability) with a weight of 30%. In addition, rewards and punishments are evaluated based on the special contributions or performance of employees. The performance review is divided into the following grades: A (90% or above) for outstanding performance, B (80%-90%) for good performance, C (70%-80%) for acceptable performance but requires improvement, and D (below 70%) for poor performance that fails to meet job requirements.

The Company is fully complied with the provisions of the "Remuneration Committee Charter": Regularly review the annual and long-term performance goals, as well as the policies, systems, standards, and structures of salary and remuneration for directors and managerial personnels. The compensation for each managerial personnel has been reviewed by the Remuneration Committee and the Board of Directors on August 2, 2023.Whilethe year-end bonus for each managerial personnel has been reviewed by the Remuneration Committee and the Board of Directors on November 8, 2023.

  • (6) Relationship between compensation of senior managers and ESG sustainability performance: Senior managers refer to the President and Vice President or any other position with equivalent rank. The Company does not have a Vice President or any other position of equivalent rank. The compensation of managerial personnel is reviewed and approved by the Remuneration Committee and the Board of Directors of the Company. The general manager's performance evaluation is also included as part of the non-financial performance indicators for the current FY, serving as a linkage to remuneration, to motivate senior managers to prioritize long-term comprehensive performance, thereby achieving sustainable operation. Performance indicators - Sustainable development performance (15% weighing), sustainable ESG plan promotion (including environmental climate change, social and corporate governance, etc.), leading the company to establish a stable sustainable development framework, including ESG implementation status and target achievement status (such as projects: continuous GHG inventory and verification plan, progress in preparing sustainability report progress, planning and setting carbon reduction targets, etc.), ESG rating results (ex: corporate governance evaluation, etc.) and the Company's compliance with regulations, etc. The remuneration of senior managers is linked to the implementation and promotion of sustainable goals, strengthening their commitment and responsibility towards sustainability.

  • 26 -

3.3 Corporate Governance 3.3.1 Board of Directors

A total of 6 (A) meetings of the Board of Directors were held in the previous period. The attendance of director and supervisor were as follows:

Title Name Attendance
in Person
(B)
By
Proxy
Attendance Rate (%)
(/)
Remarks
Chairman Wilber Huang 6 0 100% Re-elected
Director Harmony Investment Co., Ltd.
Representative:
Chiu Chi Ching
6 0 100% Re-elected
Director China Wire & Cable Co., Ltd
Representative:
Chen Yueh Hung
5 1 83% Re-elected
Director Rong How Investment Co., Ltd.
Representative:
Chen Fang Wen
1 0 50% Resigned after the
re-election on May
15, 2023
Expected
attendance: 2
times
Director Pan Pacific Investment Co., Ltd..
Representative:
Jih Pei Ju
4 0 100% Newly appointed
after the re-
election on May
15, 2023
Expected
attendance: 4
times
Independent
director
Lin Jia Hsie 2 0 100% Resigned after the
re-election on May
15, 2023
Expected
attendance: 2
times
Independent
director
Cha Anna 3 1 75% Newly appointed
after the re-
election on May
15, 2023
Expected
attendance: 4
times
Independent
director
Ye Shao De 4 1 67% Re-elected
Independent
director
Su Jin Jun 6 0 100% Re-elected
Other mentionable items:
1. If any of the following circumstances occur, the dates of the meetings, sessions, contents of motion, all independent
directors’ opinions and the company’s response should be specified: None
(1) Matters referred to in Article 14-3 of the Securities and Exchange Act.
(2) Other matters involving objections or expressed reservations by independent directors that were recorded or stated in
writing require a resolution by the board of directors.
2. If there are directors’ avoidance of motions in conflict of interest, the directors’ names, contents of motion, causes for
avoidance and voting should be specified:
(1). Board Meeting of February 24, May 10, August 2, November 8, 2023
 Content of the motion: To discuss the changes in the financing provided to the German subsidiary, Abnova GmbH.
 Directors who are abstaining from voting due to conflicts of interest: Wilber Huang, Chiu Chi Ching
 Reasons for abstention from voting due to conflicts of interest and voting: The Chairman, Wilber Huang is also
concurrently served as a director of Abnova GmbH, and the Director, Chiu Chi Ching is the spouse of the Chairman,
who shall be deemed to have a personal interest in the matter pursuant to Article 206 of the Articles of Incorporation,
therefore they are abstaining from voting due to conflicts of interest. The motion is passed with no objection after the
acting Chairman’s consultation by the remaining attending directors.
(2). Board Meeting of February 24, 2023
 Content of the motion: To discuss the allocation of compensation for employees and directors for FY 2023.
 Directors who are abstaining from voting due to conflicts of interest: Wilber Huang, Chiu Chi Ching
 Reasons for abstention from voting due to conflicts of interest and voting: The Chairman, Wilber Huang is also
concurrently served as managerial personnel of the Company, and the Director, Chiu Chi Ching is the spouse of the
Chairman,who shall be deemed to have apersonal interest in the matterpursuant to Article 206 of the Articles of
  • 27 -

Incorporation, therefore they are abstaining from voting due to conflicts of interest. The motion is passed with no objection after the acting Chairman’s consultation by the remaining attending directors.

  • (3). Board Meeting of February 24, 2023

  • Content of the motion: To discuss the changes of President.

  • Directors who are abstaining from voting due to conflicts of interest: Wilber Huang, Chiu Chi Ching

  • Reasons for abstention from voting due to conflicts of interest and voting: The Chairman, Wilber Huang is also concurrently served as President of the Company, and the Director, Chiu Chi Ching is the spouse of the Chairman, who shall be deemed to have a personal interest in the matter pursuant to Article 206 of the Articles of Incorporation, therefore they are abstaining from voting due to conflicts of interest. The motion is passed with no objection after the acting Chairman’s consultation by the remaining attending directors.

  • (4). Board Meeting of May 31, 2023

  • Content of the motion: To discuss the remuneration of the 9th Board of Directors of the Company from June to December 2023.

  • Directors who are abstaining from voting due to conflicts of interest: Wilber Huang, Chiu Chi Ching

  • Reasons for abstention from voting due to conflicts of interest and voting: Due to the Chairman, Wilber Huang receiving a duty allowance for Chairman, and the Director, Chiu Chi Ching is the spouse of the Chairman, who shall be deemed to have a personal interest in the matter pursuant to Article 206 of the Articles of Incorporation, therefore they are abstaining from voting due to conflicts of interest. The motion is passed with no objection after the acting Chairman's consultation by the remaining attending directors.

  • (5). Board Meeting of August 2, 2023

  • Content of the motion: To discuss the FY2023 salary adjustment for the managerial personnels of the Company.

  • Directors who are abstaining from voting due to conflicts of interest: Jih Pei Ju

  • Reasons for abstention from voting due to conflicts of interest and voting: The Director, Jih Pei Ju is also concurrently served as managerial personnel of the Company, who shall be deemed to have a personal interest in the matter pursuant to Article 206 of the Articles of Incorporation, therefore she is abstaining from voting due to conflicts of interest. The motion is passed with no objection after the acting Chairman’s consultation by the remaining attending directors.

  • (6). Board Meeting of November 8, 2023

  • Content of the motion: To discuss the proposal to provide a loan facility of NT$ 5 million to the German subsidiary, Abnova GmbH.

  • Directors who are abstaining from voting due to conflicts of interest: Wilber Huang, Chiu Chi Ching

  • Reasons for abstention from voting due to conflicts of interest and voting: The Chairman, Wilber Huang is also concurrently served as a director of Abnova GmbH, and the Director, Chiu Chi Ching is the spouse of the Chairman, who shall be deemed to have a personal interest in the matter pursuant to Article 206 of the Articles of Incorporation, therefore they are abstaining from voting due to conflicts of interest. The motion is passed with no objection after the acting Chairman’s consultation by the remaining attending directors.

  • (7). Board Meeting of November 9, 2023

  • Content of the motion: To discuss the remuneration for the directors and managerial personnels for the year 2024.

  • Directors who are abstaining from voting due to conflicts of interest: Jih Pei Ju

  • Reasons for abstention from voting due to conflicts of interest and voting: The Director, Jih Pei Ju is also concurrently served as managerial personnel of the Company, who shall be deemed to have a personal interest in the matter pursuant to Article 206 of the Articles of Incorporation, therefore she is abstaining from voting due to conflicts of interest. The motion is passed with no objection after the acting Chairman’s consultation by the remaining attending directors.

  • (8). Board Meeting of November 9, 2023

  • Content of the motion: To discuss the distribution of year-end bonus for the managerial personnels for FY 2023.

  • Directors who are abstaining from voting due to conflicts of interest: Wilber Huang, Chiu Chi Ching, Jih Pei Ju

  • Reasons for abstention from voting due to conflicts of interest and voting: The Chairman, Wilber Huang, and the director, Jih Pei Ju is also concurrently served as managerial personnel of the Company, and the Director, Chiu Chi Ching is the spouse of the Chairman, who shall be deemed to have a personal interest in the matter pursuant to Article 206 of the Articles of Incorporation, therefore they are abstaining from voting due to conflicts of interest. The motion is passed with no objection after the acting Chairman’s consultation by the remaining attending directors.

  • The implementation status of self-assessments of Board performance

In accordance with the "Rules for Performance Evaluation of Board of Directors” of the Company, the Board of Directors and the members of the functional committees will complete the performance review after the end of the assessment year and prior to the most recent regular Board meeting (as described below). The summary of the performance review results has been submitted to the Remuneration Committee and the Board of Directors on February 20, 2024, prior to the regular Board of Directors meeting. The results of the performance evaluation of the Board of Directors were submitted to the competent authority within the time limit as required by laws and regulations.

  • (1). Scope of Evaluation: Board meeting

  • Evaluation frequency: Once a year

  • Evaluation period: 2023.1.1-2023.12.31

  • Evaluation method: Internal self-assessment of the Board of Directors

  • 28 -

  • Evaluation content: Involvement in the Company’s operation, enhancement of the quality of the Board of Directors’ decision-making, composition and structure of Board of Directors, election of board members and continuing knowledge development, internal controls, etc.

  • Evaluation result: The score of the self-assessment result is 95 marks, with the lowest scoring items are the involvement and extent of participation in the Company’s operation.

  • Improvement plan: In 2023, the average Board Meeting attendance rate was 88%. The Company will continue to improve the attendance rate in order to achieve the attendance rate of 85% or above for each of the individual director.

  • (2).Scope of Evaluation: Individual Board member

  • Evaluation frequency: Once a year

  • Evaluation period: 2023.1.1-2023.12.31

  • Evaluation method: Self-assessment of the Board members

  • Evaluation content: Understanding of the Company’s goals and mission, awareness of director’s duties, involvement in the Company’s operations, management of internal relationship and communication, the director's professionalism and continuing knowledge development, internal controls, etc.

  • Evaluation result: The score of the self-assessment result is 93-97 marks, with the lowest scoring item is the involvement in the Company’s operation.

  • Improvement plan: The Company will strengthen the commitment of Board members to the Board of Directors and reduce the number of directors who concurrently serve as supervisors.

  • (3).Scope of Evaluation: Individual Remuneration Committee member

  • Evaluation frequency: Once a year

  • Evaluation period: 2023.1.1-2023.12.31

  • Evaluation method: Self-assessment of the functional committee members

  • Evaluation content: Involvement in the Company’s operation, awareness of the Remuneration Committees’ duties, enhancement of the quality of the Remuneration Committees’ decision-making, composition and election of Remuneration Committee members, internal controls, etc.

  • Evaluation result: The score of the self-assessment result is 97-99 marks, with the lowest scoring items are the involvement and extent of participation in the Company’s operation.

  • Improvement plan: The Company will improve the attendance rate of the Remuneration committee members.

  • (4) Scope of Evaluation: Audit Committee Member

  • Evaluation frequency: Once a year

  • Evaluation period: 2023.1.1-2023.12.31

  • Evaluation method: Self-assessment of the functional committee members

  • Evaluation content: Involvement in the Company’s operation, awareness of the Audit Committees’ duties, enhancement of the quality of the Audit Committees’ decision-making, composition and election of Audit Committee members, internal controls, etc.

  • Evaluation result: The score of the self-assessment result was 97-99 marks, with the lowest scoring item is the involvement and extent of participation in the Company’s operation.

  • Improvement plan: The Company will improve the attendance rate of the Audit Committee members.

Year Goals of enhancing the functions of the Board
of Directors
Implementation status
FY 2023 1. Professional instructors are arranged to
provide directors with at least 6 hours of
continuing
education/training
in
the
Company, and various courses are provided,
and directors are encouraged to participate,
with a view to enhancing the knowledge of
diverse courses beyond their professional
expertise.
The goal has been achieved, with all directors
having completed more than 6 hours of courses,
and 2 new directors having completed more than
12 hours of courses.
2. The attendance rate of all directors present in
person reached 85%
In 2023, the in-person attendance rate of all
directors was 88%, which has achieved the
target.
3. The in-person attendance rate of directors at
the AGM reached 50% (including the
convener of the Audit Committee)

In 2023, the in-person attendance rate of
directors at the AGM was 71%, including the
convener of the Audit Committee, which has
achieved the target.
As
of
the
date of the
publication
of this annual
report
1. The in-person attendance rate of individual
director reached 85%.

In 2024, as of the date of publication of the
annual report, only one Board meeting has been
convened, and calculation will be made at the end
of the fiscal year.
2. The in-person attendance rate of directors at
the AGM reached 50% (including the
convener of the Audit Committee)

The 2024 AGM is scheduled on May 22, 2024,
hence it has not yet been held.
  • 29 -

  • Succession planning for the board members and top management and its implementation status:

(1). Succession planning and operation for board members

  • For the succession planning for board, the selection of board members is based on the following standards:

  • A. Recognize the core values and business philosophy of the Company, possess the personality traits of integrity and accountability, and able to provide the professional expertise and experience required for the company's operations, and fulfill the duties and responsibilities of the Board of Directors.

  • B. The analysis of the overall competencies required for the Board of Directors is taken into consideration. It is expected that the addition of newly appointed members can still continue to provide a Board of Directors that is professional, harmonious, diverse, and lead the Company to grow steadily.

  • C. The qualifications of all director candidates must meet requirements as required by laws and regulations. The selection process must also comply with relevant regulations to ensure that the director selection process can be effectively identified, and suitable new board members can be elected.

The Company has "Rules for Performance Evaluation of Board of Directors”, where self-assessment will be regularly conducted every year based on the evaluation criteria such as understanding of the Company’s goals and mission, awareness of director’s duties, involvement in the Company’s operations, management of internal relationship and communication, the director's professionalism and continuing knowledge development, internal controls, etc. in order to ensure effective operation of Board of Directors, and the performance review results are used to serve as a reference for the nomination and reappointment of directors.

Regarding the succession plan for the Board of Directors, the Company arranges senior managers to attend Board meetings in order to familiarize themselves with the operations of the Board of Directors and various business units. They are listed as potential candidates for future directors. The Company also ensures that the number of directors concurrently serving as managerial personnels does not exceed one-third of the total number of the board members. Gender equality and diversity in the composition of the board members also taken into considerations, with a view to complementing the professional talents from various fields that required for the Board of Directors. The Company has reported the succession plan and operation for the Board of Directors and top management in the board meeting on November 8, 2023 as follows:

  • A. After the expiration of the term of office of the 8th Board of Directors of the Company, the 9th Board of Directors of the Company was re-elected at the AGM on May 15, 2023. Out of the 7 directors, five were re-elected and two were newly appointed, with one of them being a female director, increasing the proportion of female directors to 43%, achieving the goal of having each gender represent more than 1/3 of the total board seats. After the re-election, the average age of the board members was reduced to 53 years old, effectively completing the succession plan of the board of directors.

  • B. The Company aims to cultivate senior managers as future director candidates by inviting them to attend board meetings, familiarizing them with the operation of the board and the business of each unit. At the time of the reelection of the 9th Board of Directors, one of the newly appointed directors was a senior manager cultivated by the Company. In addition, the practice of limiting the number of directors who are also managerial personnel of the Company to no more than 1/3 of the total board seats is implemented (with only 1 director concurrently serving as an employee, accounting for 14%).

  • C. In response to the diversity of Board members and consideration of gender equality, the Board of Directors is required to comprise professionals from various fields. At the time of the re-election of the 9th Board of Directors, the board members comprise different nationalities, ages, and genders, each possessing professional competencies such as operations management, financial accounting, or medical and biotechnology as required by the Company's industry, effectively implementing the board member diversity policy and achieving the management goals.

  • (2). Succession plan and operation for the top management The top management of the Company is responsible for business management within the organization, achieving various financial objectives and executing operational development plans. In addition to possessing essential professional competency and experience, the values and personality traits of the top management must also meet the Company's business philosophy.

  • A. For the succession planning for the top management, potential candidates are selected and they are given opportunities to expose themselves to different roles and responsibilities through appointment of acting managers, job rotation or promotion. Also, they are arranged to attend relevant important meetings, on-the-job trainings, practical workshops, etc. to gradually enhance their execution, management, decision-making, problem identification, and problem-solving skills, cultivating talents that needed for the Company's long-term development. It can effectively enhance the succession abilities and shorten the time needed for adaptation during succession in accordance with the personal development plans.

  • B. The Company progressively plans a succession plan for key managerial personnel- General Manager. The Company basis and arranges potential successors to attend board meetings, participate in various cross-departmental meetings on a weekly basis, and attend monthly management meetings. They also continuously participate in education and training courses covering important issues every year, including biotechnology industry R&D and innovation, marketing management, legal compliance, financial analysis, etc., to nurture all-round talents in operations management. The succession plan spans 1 to 3 years and has been reviewed by the Remuneration Committee on February 23, 2023. The Board of Directors resolved the proposal of changing the general manager on February 24, 2023, ensuring the completion of the General Manager succession plan and a smooth transition. The Company will continue to develop succession plans for key management positions.

  • 30 -

3.3.2 Performance Evaluation of the Board of Directors

(The details are described in the aforementioned any other matters that require reporting under 3. The implementation status of self-assessments of Board performance)

3.3.3 Audit Committee

  1. A total of 4(A) Audit Committee meetings were held in the previous period. The attendance of the independent directors was as follows:
Title Title Name Attendance in
Person(B)
By Proxy By Proxy Attendance Rate
(%) (/)
Attendance Rate
(%) (/)
Remarks Remarks
Independent Director Lin Jia Hsie 2 0 100% Resigned after the re-
election on May 15,
2023, expected
attendance: 2 times
Independent Director Cha Anna 1 1 50% Newly appointed after
the re-election on May
15, 2023, expected
attendance: 2 times
Independent Director Ye Shao De 4 0 100% None
Independent Director Su Jin Jun 4 0 100% None
Other mentionable items:
1. If any of the following circumstances occur, the dates of meetings, sessions, contents of motion, resolutions of the Audit
Committee and the Company’s response to the Audit Committee’s opinion should be specified:
(1) Matters referred to in Article 14-5 of the Securities and Exchange Act.
The state of operations of the Audit Committee in FY 2023
Date of
Meeting
Major Resolutions
Matters Listed
under Article
14-5 of the
Securities and
Exchange Act
Securities
and Exchange
Act
Results of Audit
Committee's
Resolution
The Company’s
Response to the
Audit
Committee’s
Opinion
2023.2.24
2nd
Session,
13th
Meeting
1. To discuss the "Internal Control System Statement” of the
Companyfor FY 2022.
v
The resolution is
passed with no
objection by all
attending
members.
The resolution is
passed with no
objection by all
attending
directors.
2. To discuss the changes in the financing provided to the German
subsidiary,Abnova GmbH from October 2022 to January2023.
v
3.To discuss theindependence and suitability ofthe CPAs.
v
4.To audit the compensationpaid to attesting CPAs.
v
5. To discuss the formulation of general principles for the pre-
approvalpolicy of non-assurance services ofthe Company.
6. To review the Company's 2022 business report and financial
statements.
v
7.To discuss the profit distribution for FY 2022.
2023.5.10
2nd
Session,
14th
meeting
1. To discuss the changes in the financing provided to the German
subsidiary, Abnova GmbH from February to March 2023.
v
The resolution is
passed with no
objection by all
attending
members.
The resolution is
passed with no
objection by all
attending
directors.
2. To review the Q1 2023 consolidated financial statements of the
Company.
2023.8.2
3nd
Session,
1th
meeting
1. To discuss the changes in the financing provided to the German
subsidiary, Abnova GmbH from April to June 2023.
v
The resolution is
passed with no
objection by all
attending
members.
The resolution is
passed with no
objection by all
attending
directors.
2. To review the Q2 2023 consolidated financial statements of the
Company.
3. To discuss the formulation of the “Internal Control Systems"
forsubsidiaries.
11.8.2023
3rd
Session,
2th
meeting
1. To discuss the changes in the financing provided to the German
subsidiary, Abnova GmbH from July to September 2023.
v
The resolution is
passed with no
objection by all
attending
members.
The resolution is
passed with no
objection by all
attending
directors.
2. To discuss the proposal to provide a loan facility of NT$ 5
million to the German subsidiary, Abnova GmbH.
v
3. To review the Q3 2023 consolidated financial statements of the
Company.
4. To discuss the revision of the "Internal Control Systems" of the
Company.
v
5. To discuss the addition of the "Internal Control Systems -
Investment Cycle”for subsidiaries.
Matters Listed
under Article
The Company’s
14-5 of the
Results of Audit

Response to the
Date of Securities and
Major Resolutions Committee's
Audit
Meeting Exchange Act
Resolution Committee’s
Securities
Opinion
and Exchange

Act
1. To discuss the "Internal Control System Statement” of the
v

Companyfor FY 2022.
2. To discuss the changes in the financing provided to the German

v

subsidiary,Abnova GmbH from October 2022 to January2023.
2023.2.24 The resolution is The resolution is
2nd 3.To discuss theindependence and suitability ofthe CPAs. v passed with no passed with no
Session,
4.To audit the compensationpaid to attesting CPAs.
v
objection by all

objection by all
13th 5. To discuss the formulation of general principles for the pre- attending attending
Meeting
approvalpolicy of non-assurance services ofthe Company.
members. directors.
6. To review the Company's 2022 business report and financial
v

statements.
7.To discuss the profit distribution for FY 2022.
2023.5.10
1. To discuss the changes in the financing provided to the German
The resolution is The resolution is
v
2nd
subsidiary, Abnova GmbH from February to March 2023. passed with no
passed with no
Session, objection by all objection by all
14th 2. To review the Q1 2023 consolidated financial statements of the
attending

attending
meeting
Company.

members.

directors.
1. To discuss the changes in the financing provided to the German
subsidiary, Abnova GmbH from April to June 2023.
The resolution is The resolution is
2023.8.2 v
3nd
2. To review the Q2 2023 consolidated financial statements of the

passed with no

passed with no
Session,
Company.

objection by all

objection by all


attending

attending
1th
meeting

3. To discuss the formulation of the “Internal Control Systems"

members.

directors.

f bidii
orsusares.
1. To discuss the changes in the financing provided to the German
v

subsidiary, Abnova GmbH from July to September 2023.

2. To discuss the proposal to provide a loan facility of NT$ 5
11.8.2023 v The resolution is The resolution is


million to the German subsidiary, Abnova GmbH.
3rd passed with no passed with no
3. To review the Q3 2023 consolidated financial statements of the
Session,
objection by all

objection by all
Company.
2th attending attending

4. To discuss the revision of the "Internal Control Systems" of the
meeting v
members.

directors.


Company.
5. To discuss the addition of the "Internal Control Systems -

Investment Cycle”for subsidiaries.
  • 31 -

The Audit Committee convened a total of 4 meetings in FY 2023, and the main considering matters discussed including:

  1. Quarterly and annual financial reports.

  2. Assessment of the effectiveness of the internal control system.

  3. Revision of the "Internal Control Systems".

  4. Formulation and revision of the "Internal Control Systems" for subsidiaries.

  5. Loans and advances to related parties.

  6. The hiring of an attesting CPA, his/her independence, and suitability evaluation, and the compensation given thereto.

  7. Legal compliance and risk management, etc.

  8. (2) Other matters which were not approved by the Audit Committee but were approved by two-thirds or more of all directors: None

  9. If there are independent directors’ avoidance of motions in conflict of interest, the directors’ names, contents of motion, causes for avoidance and voting should be specified: None

  10. Communications between the independent directors, the Company's chief internal auditor and CPAs: Description regarding the communications between the Independent Directors and the Internal Auditors:

  11. The Internal Audit Manager of the Company regularly submits audit reports and follow-up audit reports to all independent directors monthly. If any independent director raises questions regarding the audit content, immediate clarification and discussion will be conducted. The independent directors and the Internal Audit Manager will convene at least one meeting every year to discuss the effectiveness of audit operations and the design and execution of internal control systems for a full communication and it will be recorded. The Internal Audit Manager also attends every Board meeting for report presentation.

  12. The auditors of the Company will report on the Company's financial position, operating results, and the status of internal control audits at least once a quarter to the independent directors. If there is any enactment or amendment of a decree and International Financial Reporting Standards (IFRS) which might materially affect the Company, explanations and discussions will be provided to the independent directors. The attesting CPAs attends Board meetings and Audit Committee meetings to provide professional explanations if committee members have any inquiries.

  13. communication and it will be recorded. The Internal Audit Manager also attends every Board meeting for report presentation.

  14. The Audit Committee of the Company is composed of 3 independent directors. In addition to regular Audit Committee meetings, the independent directors, Internal Audit Manager and auditors maintain good communication through email, phone, or ad hoc meetings as needed.

  15. (2) Summary of communications between independent directors and Internal Audit Manager:

Dates of Meeting Communication Topics Communication Results
February 24,
2023
Pre-Board
Meeting
 Report on the execution of Annual Audit Plan.
 To discuss the effectiveness of the design and
execution of the internal control system as well as
the "Internal Control System Statement" for FY
2022.
The independent directors had no opinions
or suggestions after communication and
discussion.
May 10, 2023
Pre-Board
Meeting
 Report on the execution of Annual Audit Plan. The independent directors had no opinions
or suggestions after communication and
discussion.
August 8, 2023
Pre-Board
Meetin
 Report on the execution of Annual Audit Plan.
 To discuss the formulation of the “Internal Control
Systems" for subsidiaries.
The independent directors had no opinions
or suggestions after communication and
discussion.
November 8,
2023
Pre-Board
Meeting
 Report on the execution of Annual Audit Plan
 To discuss the revision of the "Internal Control
Systems" for subsidiaries.
 To discuss the addition of the “Internal Control
Systems" for subsidiaries.
The independent directors had no opinions
or suggestions after communication and
discussion.
  • 32 -
(3) Summary of communications between independent directors and CPAs: Communication Results
The independent directors had no opinions
or suggestions, and it was submitted to the
competent authority within the time limit as
required by laws and regulations after
reviewed by the Board of Directors.
The independent directors had no opinions
or suggestions, and it was submitted to the
competent authority within the time limit as
required by laws and regulations after
reviewed by the Board of Directors.
The independent directors had no opinions
or suggestions, and it was submitted to the
competent authority within the time limit as
required by laws and regulations after
reviewed by the Board of Directors.
The independent directors had no opinions
or suggestions, and it was submitted to the
competent authority within the time limit as
required by laws and regulations after
reviewed by the Board of Directors.
Dates of Meeting Communication Topics Communication Results
February 23,
2023
Pre-Board
Meeting
 To provide explanations on audit and Q&A to the
independent directors regarding the consolidated
and single entity financial statements for FY 2022.
 In response to the job rotation policy within the
accounting firm, the CPA introduced the
prospective successors CPA to the independent
directors.
The independent directors had no opinions
or suggestions, and it was submitted to the
competent authority within the time limit as
required by laws and regulations after
reviewed by the Board of Directors.
May 10, 2023
Pre-Board
Meeting
To provide explanations on review and Q&A to the
independent directors regarding the Q1 2023
consolidated financial statements.
The independent directors had no opinions
or suggestions, and it was submitted to the
competent authority within the time limit as
required by laws and regulations after
reviewed by the Board of Directors.
August 8, 2023
Pre-Board
Meeting
To provide explanations on review and Q&A to the
independent directors regarding the Q2 2023
consolidated financial statements.
The independent directors had no opinions
or suggestions, and it was submitted to the
competent authority within the time limit as
required by laws and regulations after
reviewed by the Board of Directors.
November 8,
2023
Pre-Board
Meeting
To provide explanations on review and Q&A to the
independent directors regarding the Q3 2023
consolidated financial statements.
The independent directors had no opinions
or suggestions, and it was submitted to the
competent authority within the time limit as
required by laws and regulations after
reviewed by the Board of Directors.
  1. The state of participation in board meetings by the supervisors: (Not applicable)

  2. 33 -

3.3.4 Corporate Governance Implementation Status and Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies”

Evaluation Item Implementation Status Deviations
from “the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx
Listed
Companies”
and Reasons
Yes No Abstract Illustration
1. Does the company establish and disclose the
Corporate Governance Best-Practice Principles
based on “Corporate Governance Best-Practice
Principles for TWSE/TPEx Listed Companies”?




The Company has established "Corporate Governance Best
Practice Principles", and the information are disclosed on
Market Observation Post System (MOPS) and the Company
website.



None
2. Shareholding structure & shareholders’ rights
(1) Does the company establish an internal
operating procedure to deal with shareholders’
suggestions, doubts, disputes and litigations,
and implement based on the procedure?
(2) Does the company possess the list of its major
shareholders as well as the ultimate owners of
those shares?
(3) Does the company establish and execute the risk
management and firewall system within its
conglomerate structure?









(1) The Company has internal control mechanism to govern
the equity-related operations, and it is implemented in
compliance with the operating procedures.
(2) Some of the directors are also major shareholders, and the
Company possesses the list of major shareholders who
are controlling the Company as well as the list of the
actual controllers of the major shareholders.
(3) The business and the financial accounting of affiliated
enterprises of the Company operate independently. The
Company has established specifications such as
"Regulations Governing Group Enterprises, Specific
Companies
and
Related-Party
Transactions”,
"Regulations
for
Supervising
and
Managing
Subsidiaries”, etc., to effectively implement risk control
and firewall mechanisms.
None




















(4) Does the company establish internal rules
against insiders trading with undisclosed
information?


(4) The Company has established specifications such as
"Procedures for Handling Material Inside Information”
etc., to ensure that all internal personnel are fully
informed and strictly comply with the regulations. Any
securities trading using material nonpublic information is
not allowed. In addition, the Company will conduct
education and training sessions from time to time for
internal personnels to advocate the relevant laws and
regulations and common pitfalls, with a view to
improving their awareness of securities trading.
Pursuant to Article 6 of the "Procedures for Handling
Material Inside Information" of the Company: When
insiders of the Company become aware of the contents
of the Company's financial reports or relevant results,
measures include, without limitation, prohibiting a
director from trading its shares during the closed period
of 30 days prior to the publication of the annual financial
reports and 15 days prior to the publication of the
quarterly financial reports.
Implementation status of this regulation in the FY 2023:
Financial
Report
Publication
Date of
the
Financial
Report
Notification Time and
Method
Compliance
with
Regulations
FY 2022
2023.2.24
The
Chief
Corporate
Governance Officer notified
insiders, including directors
and managerial officers, via
email on January 16, 2023, that
trading shares during the
closed period is prohibited. All
insiders have complied with
theregulations.
Yes
Q1, 2023
2023.5.10
The
Chief
Corporate
Governance Officer notified
insiders,includingdirectors
Yes
  • 34 -
Evaluation Item Implementation Status Implementation Status Implementation Status Implementation Status Deviations
from “the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx
Listed
Companies”
and Reasons
Yes No Abstract Illustration
and managerial officers, via
email on April 17, 2023, that
trading
shares during
the
closed period is prohibited. All
insiders have complied with
theregulations.




Q2, 2023 2023.8.2 The
Chief
Corporate
Governance Officer notified
insiders, including directors
and managerial officers, via
email on July 11, 2023, that
trading
shares during
the
closed period is prohibited. All
insiders have complied with
theregulations.








Yes
Q3, 2023 2023.11.8 The
Chief
Corporate
Governance Officer notified
insiders, including directors
and managerial officers, via
email on October 17, 2023,
that trading shares during the
closed period is prohibited. All
insiders have complied with
theregulations.








Yes
1. Composition and Responsibilities of the Board
of Directors
(1) Does the Board develop and implement a
diversified policy for the composition of its
members?



(1) The Company has established "Procedures for Election of
Directors” that specified the diversity policy of the Board
of Directors, and the Article 20 of the "Corporate
Governance Best Practice Principles” of the Company
has stipulated the board membership diversification
criteria and the competencies of Board of Directors must
possess as a whole. The areas of expertise of the Board
members
covering
different
fields,
such
as
biotechnology,
medicine,
financial
management,
accounting, business management, etc., achieving the
goal of diversification.
For more details regarding diversity policy of the Board
of Directors of the Company and the specific goals of
diversity management and its implementation status,
please see4. The diversity policy and status of
independence of the board of directors(Page 15)














None

















Under
evaluation
(2) Does the company voluntarily establish other
functional committees in addition to the
Remuneration Committee and the Audit
Committee?




(2)The Company plans to establish a Risk Management
Committee in 2024, appointing three independent
directors of the Company as its members. Among them,
Su Jin Jun, an independent director with expertise in
financial accounting, will be particularly helpful in
supervising risks related to monetary, financial, and
international
economics.
Ye
Shao
De,
another
independent director with expertise in medical and
biotechnology fields, primarily helpful in supervising
risks related to industry development trends, product and
technology development, clinical applications, and
regulations. Cha Anna, an independent director with
expertise in operations management, is particularly
helpful in supervising risks related to business marketing
and internal control management. In the future, the
Company will also evaluate the necessity of establishing
other functional committees based on actual operational
requirements.
  • 35 -
Evaluation Item Implementation Status Deviations
from “the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx
Listed
Companies”
and Reasons
Yes No Abstract Illustration
(3) Does the company establish a standard to
measure the performance of the Board and
implement it annually, and are performance
evaluation results submitted to the Board of
Directors and referenced when determining the
remuneration of individual directors and
nominations for reelection?






(3) In accordance with the "Rules for Performance Evaluation
of Board of Directors” of the Company, the Board of
Directors and the members of the functional committees
will complete the self-performance review after the end
of the assessment year and prior to the most recent regular
Board meeting. The statistics of performance review
results for FY 2023 has been submitted to the
Remuneration Committee and the Board of Directors on
February 20, 2024 for discussion, and were submitted to
the competent authority within the time limit as required
by laws and regulations. The performance review results
are used to serve as a reference to determine the
remuneration for individual directors and for the
nomination and reappointment of directors.
1. Scope of Evaluation: Board meeting
 Evaluation frequency: Once a year
 Evaluation period: 2023.1.1-2023.12.31
 Evaluation method: Internal self-assessment of
the Board of Directors
 Evaluation content:
Involvement
in
the
Company’s
operation,
enhancement of the quality of the Board of Directors’
decision-making, composition and structure of Board
of Directors, election of board members and
continuing
knowledge
development,
internal
controls, etc.
 Evaluation result: The score of the self-assessment
result is 95 marks, with the lowest scoring items are
the involvement and extent of participation in the
Company’s operation.
 Improvement plan: In 2023, the average Board
Meeting attendance rate was 88%. The Company will
continue to improve the attendance rate in order to
achieve an attendance rate of 85% or above for each
of the individual directors.
2. Scope of Evaluation: Individual Board member
 Evaluation frequency: Once a year
 Evaluation period: 2023.1.1-2023.12.31
 Evaluation method: Self-assessment of the Board
members
 Evaluation content: Understanding of the Company’s
goals and mission, awareness of director’s duties,
involvement
in
the
Company’s
operations,
management
of
internal
relationship
and
communication, the director's professionalism and
continuing knowledge development, internal controls,
etc.
 Evaluation result: The score of the self-assessment
result is 93-97 marks, with the lowest scoring item is
the involvement in the Company’s operation.
 Improvement plan: The Company will strengthen
the commitment of Board members to the Board of
Directors and reduce the number of directors who
concurrently serve as supervisors.
3.Scope of Evaluation: Remuneration Committee members
 Evaluation frequency: Once a year
 Evaluation period: 2023.1.1-2023.12.31
 Evaluation method: Self-assessment of the functional
committee members
 Evaluation content: Involvement in the Company’s
operation, awareness of the Remuneration Committee
members’ duties, enhancement of the quality of the
Remuneration
Committee
members’
decision-
making, composition and election of Remuneration
Committee members, internal controls, etc.
 Evaluation result: The score of the self-assessment



































None
  • 36 -
Evaluation Item Implementation Status Implementation Status Implementation Status Deviations
from “the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx
Listed
Companies”
and Reasons
Yes No Abstract Illustration
(4) Does the company regularly evaluate the
independence of CPAs?

result is 97-99 marks, with the lowest scoring items
are the involvement and extent of participation in the
Company’s operation.
 Improvement plan: The Company will improve the
attendance rate of functional committee members.
4. Scope of Evaluation: Audit Committee Member
 Evaluation Cycle: Once a year
 Evaluation period: 2023.1.1-2023.12.31
 Evaluation method: Self-assessment of the functional
committee members
 Evaluation Content: Involvement in the Company’s
operation, awareness of the Audit Committee
members’ duties, enhancement of the quality of the
Audit Committee members’ decision-making,
composition and election of Audit Committee
members, internal controls, etc.
 Evaluation result: The score of the self-assessment
result was 97-99 marks, with the lowest scoring item is
the involvement and extent of participation in the
Company’s operation.
 Improvement plan: The Company will improve the
attendance rate of the Audit Committee members.
(4) The Company regularly evaluates the independence and
suitability of the CPA once a year. In addition to obtaining
the "Statement of Auditor Responsibilities and Functions
and Independence" and Audit Quality Indicators (AQIs),
the Company also conducts a CPA evaluation in reference
to the independence evaluation standards for accountants
as specified in the Bulletin of Norm of Professional Ethics
for Certified Public Accountant of the Republic of China
No. 10 "Independence in Audit and Review" and 13 AQI
indicators (for details, see notes 1-2). After evaluation, it
has been confirmed that the CPA all meets the independent
criteria and has no other financial interest relationship with
the Company except for the audit and tax fees. With
reference to the AQIs, it is believed that the CPAs and the
accounting firm are averagely superior to peers in the
industry from the aspects of professionalism, quality
control, independence, supervision, and innovation, that
can provide good audit services. The most recent
evaluation of independence and suitability of CPA was
discussed and approved by the Audit Committee, and was
submitted to the Board of Directors for approval on
February 20, 2024.
Note 1: CPA independence evaluation items:
Evaluation Item
Result Independent
The CPA has no direct or significant indirect
financial interestrelationship withthe Company.
Yes
Yes
The CPA has no financing or guarantees with the
Company orthe Company’s directors.
Yes
Yes
The CPA has no close business relationship or
potential employment relationship with the
Company.
Yes
Yes
The CPA and the audit team members have not
served as directors, managerial personnels or
positions that have significant influence on audit
work in the Company at present or in the last two
years.
Yes
Yes
The CPA has no non-audit service items that may
directly affect the audit work have been provided
to the Company.
Yes
Yes
























None
Evaluation Item Result Independent
The CPA has no direct or significant indirect
financial interestrelationship withthe Company.
Yes Yes
The CPA has no financing or guarantees with the
Company orthe Company’s directors.
Yes Yes
The CPA has no close business relationship or
potential employment relationship with the
Company.
Yes Yes
The CPA and the audit team members have not
served as directors, managerial personnels or
positions that have significant influence on audit
work in the Company at present or in the last two
years.
Yes Yes
The CPA has no non-audit service items that may
directly affect the audit work have been provided
to the Company.
Yes Yes
  • 37 -
Evaluation Item Implementation Status Implementation Status Implementation Status Implementation Status Deviations
from “the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx
Listed
Companies”
and Reasons
Yes No Abstract Illustration
The CPA has no intermediation of stocks or other
securities issued bythe Company.
Yes Yes
The CPA has not act as a defense attorney for the
company or act as a representative on behalf of
the Company to coordinate conflicts with third
parties.
Yes Yes
The CPA is not a relative of the Company's
directors, managerial personnel, or persons who
have a significant influence on the audit matters.
Yes Yes
Does the CPA have regular rotation Yes Yes
Note 2:AQIs
Aspect No
Indicator
Definition
Professionalis
m
1 Audit
experience
Do the CPA and auditing personnel
have sufficient audit experience to
perform the audit work?
2 Number of
hours of
training
Have the CPA and auditing personnel
received sufficient education and
training to acquire professional
knowledge and skills?
3 Turnover
rate
Does the firm maintain a sufficient
number of senior human resources?
4 Professional
support
Does the firm have sufficient non-audit
professional staff, including computer
auditors and evaluators, to support the
audit team?
Quality
control
5 CPA workload
Is the number of audit cases accepted
by the CPA and the amount of time
spent on audit work excessive?
6 Number of
audit hours
Is the percentage of audit hours carried
out by the audit team appropriate at
each stage of the audit?
7 Quality control
review

Has the EQCR accountant spent
sufficient time on the quality control
review of the audit cases?
8 Capability of
quality
control
support
Does the firm have sufficient quality
control resources, including risk
management and audit professional
consultants,to support the audit team?
Independence 9 Non-audit
services
Does the proportion of non-audit
services provided by the firm to
individual clients affect independence?

10
Client
familiarity
Could the cumulative number of years
that the firm has provided audit services
to individual clients affect
independence?
Supervision 11 External
inspection
deficiencies
and
disciplinary
actions
Whether the quality control and audit
cases of the firm are carried out in
accordance with relevant laws and
standards.
12 Improvement
letter issued by
competent
authorities
Innovation 13 Innovative
plan or
initiative
The firm's commitment to enhancing
audit quality, including the adoption or
planning of relevant plans or
engagements to enhance audit quality.
  • 38 -

None

  1. Does the company appoint a suitable number of ✓ competent personnel and a supervisor responsible for corporate governance matters (including but not limited to providing information for directors and supervisors to perform their functions, assisting directors and supervisors with compliance, handling work related to meetings of the board of directors and the shareholders' meetings, and producing minutes of board meetings and shareholders' meetings)?

The Board meeting on February 24, 2023, has passed the resolution to appoint the Executive Assistant to the Chairman Office, Tung I Ling as the Chief of Corporate Governance Officer, protecting the rights and interests of shareholders and strengthening the functions of the Board of Directors, and responsible for corporate governance related matters. She has expertise in financial accounting and more than 20 years of experience in internal audit, equity, and corporate governance in TWSE/TPEx Listed Companies. Her main scope of duties and authority include:

1.Handling matters relating to Board meetings, Remuneration Committees meetings, Audit Committees meetings, and Shareholder meetings in accordance with laws and regulations (including meeting notices, agendas and relevant information, minutes record and compilation, etc.). 2.Assist in matters related to changes in the Board of Directors and provide continuing education and training.

3.Furnishing information required for business execution by directors.

4.Assisting directors with legal compliance.

5.Purchase Directors and Officers (D&O) Liability insurance.

  • 6.Report the examination results of the qualifications of independent directors during nomination, appointment, and during their tenure of office in accordance with relevant laws and regulations to Board of Directors.

  • Other matters set out in the Company's Articles of Incorporation or contract.

The business execution status for FY 2023 are as follows:

  1. Handle the matters related to convening Board meetings in accordance with laws and regulations: Arrange the Board meetings and functional committees’ meetings of the year, notify the directors and provide agendas and relevant information seven days before the meeting, and complete the Board meeting minutes record and compilation within one week after the meeting and send. A total of 6 Board meetings, 4 Audit Committee meetings, and 4 Remuneration Committees meetings were held in FY 2023, 2. Convene the annual general meeting (AGM) in accordance with laws and regulations: Handle matters related to the shareholders' meeting, handle change of registration and report to the stock exchange after the re-election of directors. The 2023 AGM was held on May 15, 2023. 3. Assist in arranging meetings between independent directors, Internal Audit Manager, and attesting CPAs to understand the state of implementation of Company's internal audit, financial position, newly revised laws and regulations, etc.

  2. Revise the Company's relevant regulations and handle alteration of registration in response to the Company's operational needs and amendments to corporate governance related laws and regulations.

  3. Assist to arrange continuing education and training courses for directors and ensure that all directors have completed at least 6 hours of training. All newly appointed directors have completed more than 12 hours of continuing education and training courses. For the details regarding relevant training, please refer to mops.

  4. During the period of 30 days before the publication of the annual financial report and 15 days before the publication of the quarterly financial report, all directors and managerial personnels are prohibited from trading the Company's stocks. The Chief of Corporate Governance Officer will notify all directors and managerial personnels via email prior to the aforementioned periods in order to prevent internal personnels from inadvertently violating this regulation. In FY 2023, all directors and managerial

  5. 39 -

Evaluation Item Implementation Status Implementation Status Implementation Status Implementation Status Deviations
from “the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx
Listed
Companies”
and Reasons
Yes No Abstract Illustration
personnels of the Company complied with regulations and
no violation is reported.
7. Purchase liability insurance for directors and key
executives. The relevant information, including the insured
amount, coverage scope, and insurance premium, was
reported to the Board of Directors on May 31, 2023.
8. The Board meeting and the performance review for
functional committees’ members for FY 2023 have been
reviewed by the Remuneration Committee, and discussed
by the Board of Directors on February 20, 2024.
Implementation status of continuing education/ training for
FY 2023
Date
Training Unit
Course Title
Number o
Training
Hours
2023.6.7
The
Institute
of
Internal
Auditors-
Chinese
Taiwan
How to Interpret Operating
Performance and Risks
from IFRS Financial
Statements
6
2023.6.8
The Institute of
Internal
Auditors-
Chinese Taiwan
Guidelines for Internal
Audit Compliance with
Laws and Regulations
6
2023.8.23
Accounting
Research
and
Development
Foundation
"Corporate Governance"
Literacy and Practical
Financial Risk Assessment
6
2023.8.24
The Institute of
Internal
Auditors-
Chinese Taiwan
Discussion and
Countermeasures to the
"Insider Trading" and
"Financial Statement
Fraud"
6
2023.10.11
Accounting
Research
and
Development
Foundation
The Establishment of Audit
and Compliance Practices
for "Corporate Governance
Personnel" as Required by
the Competent Authority
6






Date Training Unit Course Title Number o
Training
Hours
2023.6.7 The
Institute
of
Internal
Auditors-
Chinese
Taiwan
How to Interpret Operating
Performance and Risks
from IFRS Financial
Statements
6
2023.6.8 The Institute of
Internal
Auditors-
Chinese Taiwan
Guidelines for Internal
Audit Compliance with
Laws and Regulations
6
2023.8.23 Accounting
Research
and
Development
Foundation
"Corporate Governance"
Literacy and Practical
Financial Risk Assessment
6
2023.8.24 The Institute of
Internal
Auditors-
Chinese Taiwan
Discussion and
Countermeasures to the
"Insider Trading" and
"Financial Statement
Fraud"
6
2023.10.11 Accounting
Research
and
Development
Foundation
The Establishment of Audit
and Compliance Practices
for "Corporate Governance
Personnel" as Required by
the Competent Authority
6
5. Does the company establish a communication
channel and build a designated section on its
website for stakeholders (including but not
limited to shareholders, employees, customers,
and suppliers), as well as handle all the issues
they care for in terms of corporate social
responsibilities?






The Company and all stakeholders have established
transparent and effective communication channels in order to
promptly understand and respond to stakeholders' concerns.
The Company will continuously improve the Company's
policies and systems. The main stakeholders are identified
through understanding of the groups of people interacting
with all departments within their scope of business, which are
1. Government and competent authorities, 2. Customers, 3.
Suppliers, 4. Investors, and 5. Employees. The Company will
regularly report on the state of communication with
stakeholders to the Board of Directors. The following is the
communications between the Company and the stakeholders,
that was reported in the Board meeting on November 8, 2023.












  • 40 -

1. Stakeholder: Government and competent authorities

Issues of concern Regulatory compliance Corporate governance Risk management

Communication Response methods and channel communication frequency Assign a contact Assign a contact person for all person business, and maintain good Government interaction with competent documents authorities, proactively Regulatory understand the latest laws and conferences and regulations and promptly adjust seminars company systems (on an ad hoc basis) Cooperate with competent authorities in various supervision and review operations (on regular and ad hoc basis). Cooperate to complete the matters within the deadline as required by competent authorities for official correspondence (on an ad hoc basis)

None

2. Stakeholder: Customers

Issues of
concern
Communication
channel
Response methods and
communication frequency
Quality of
products/
services
Marketing
plan
Customer
satisfaction
Protection of
rights and
interests of
customer
Exclusive
customer
service/technical
support
department
Company website
Customer
satisfaction
questionnaire
Personal data
protection policy
Customer complaint mailbox is
provided, and the customers’
inquiries will be managed and
responded by dedicated
personnel (on an ad hoc basis)
The Company has launched a
new website, offered customers
more convenient product
inquiries and ordering
functions, and introducing new
products and promotions on an
ad hoc basis.
Regular analysis is made based
on customer complaint reports
(on a monthly basis)
Regularly collect and analyze
customer satisfaction
questionnaire results to
understand customer needs (on
a six-month basis)
Establish a "Code of Practice
for the Personal Data
Protection” to protect customer
privacy and rights (on an ad
hoc basis)
Each unit conducts a personal
data inventory (on a 12-month
basis)

3. Stakeholder: Suppliers

Issues of
concern
Communication
channel
Response methods and
communication frequency
Supply chain
management
Maintenance
of
supplier
relationship
Procurement
department
Procurement
contract
Supplier
evaluation
Set up a procurement department,
and maintain day-to-day liaison
with supplier, handle evaluation
related matters (on an ad hoc
basis)
Implement supplier rating system,
and sign procurement contracts
with important suppliers (on an
ad hoc basis)
Regularly conduct supplier
evaluations to ensure the quality
of the products and services
provided by suppliers (on a six-
month basis)
  1. Stakeholder: Investors Issues of Communication Response methods and concern channel communication frequency Shareholders’ Spokesperson/ KGI Securities Co., Ltd. is equity proxy appointed as the proxy for handling Corporate spokesperson stock-related matters (on an ad hoc governance Company basis) Sustainable website Set up a spokesperson and proxy development Shareholders' spokesperson, as well as investor Corporate meeting mailbox to respond the issues of image Investor concern of investors (on an ad hoc conference. basis) MOPS Convene AGM (on a 12-month basis) Convene investor conference to brief about the financial position and business conditions, as well as future prospects (at least once a

  2. 41 -

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations
from “the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx
Listed
Companies”
and Reasons
Yes No Abstract Illustration
year)
Disclose financial and business
information as well as significant
information of the Company on the
MOPS (on regular and ad hoc basis)
5. Stakeholder: Employees
Issues of
concern
Communicati
on channel
Response methods and
communication frequency
Labor
relations
Employee
remuneration
and welfare
Talent
cultivation
Environment
al health and
safety
in
workplace
Labor-
management
meeting
Employee
compliant
mailbox
Remuneration
Committee/
Human
Resource
Department
Intranet
site
Internal/
bulletin board
The Company has formulated work
rules and relevant regulations
governing the personnel-related
matters for compliance, and
regularly convene labor-management
meetings (once a quarter)
Establish a smooth channel for
employees to express their
suggestions and complaints (on an ad
hoc basis)
Regularly conduct performance
review (on a six-month basis)
Establish an Employee Welfare
Committee, providing employees
with various subsidies, annual free
health examination, and organizing
various activities (on an ad hoc
basis)
Provide internal training courses for
employees (on a monthly basis) and
provide external training courses as
needed (on an ad hoc basis)
6. Does the company appoint a professional
shareholder service agency to deal with
shareholder affairs?
The Company has appointed KGI Securities Co., Ltd. as the
proxy for handling stock-related matters.

None
~~7. Information Disclosure~~
(1) Does the company have a corporate website to
disclose both financial standings and the status
of corporate governance?
(2) Does the company have other information
disclosure channels (e.g. building an English
website, appointing designated people to
handle information collection and disclosure,
creating a spokesman system, webcasting
investor conferences)?

(3) Does the company announce and report annual
financial statements within two months after
the end of each fiscal year, and announce and
report Q1, Q2, and Q3 financial statements, as
well as monthly operation results, before the
prescribed time limit?














(1)
The
Company
has
established
a
website
(http://www.abnova.com) and Investor Relations session
is established in the Company website to provide relevant
information on the Company's financial and business
information as well as corporate governance related
information for public access.
(2) The company has both Chinese and English version
websites, information collection and disclosure are
performed by dedicated personnel, and spokesperson
system is implemented that spokesperson responsible for
external communication. If the Company convenes an
investor conference, the relevant information will be
disclosed on MOPS as well as the Company website as
required by laws and regulations.
(3) The Company published the financial reports for FY 2023
on February 29, 2024, that is, within two months after the
end of the accounting year. The Company has also
published the Q1, Q2, Q3 financial reports as well as
monthly business operational status ahead the specified
deadlines.
None

















8. Has the Company disclosed other information to
facilitate a better understanding of its corporate
governance practices (e.g. including but not
limited to employee rights, employee wellness,
investor relations, supplier relations, rights of
stakeholders, directors’ training records, the
implementation of risk management policies
and
risk
evaluation
measures,
the
implementation of customer relations policies,
and purchasing insurance for directors)?









(1) Employee rights, employee wellness:
The Company has established an Employee Welfare
Committee to regularly organize various activities (e.g.
Chinese New Year banquet, departmental gatherings,
etc.) as a token of appreciation all the employees, and
provide subsidies, gifts, and allowances during festival
seasons. The company also contributes pension to
employees as required by laws and regulations, provides
national health insurance, and annual free health
examination. Moreover, the Company provides free
coffee and beverages. The measures governing labor-
management relations follow relevant laws and
regulations, and it is implemented well.
(2) Investor relations:
The Company convenes an annual shareholders’ meeting
as required by laws and regulations, and a spokesperson
system is established to handle matters related to
investors. In addition, the Company handles the
information disclosure in accordance with the regulations
of the competent authorities, and an investor relations
section is established on the Company website, providing
a channel for exchange of opinions.

















None
  • 42 -
Evaluation Item Implementation Status Implementation Status Implementation Status Deviations
from “the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx
Listed
Companies”
and Reasons
Yes No Abstract Illustration
(3) Supplier relations:
The Company has established "Supplier Management
Procedures" and "Procurement Management Procedures"
to carefully select business partners and suppliers who
emphasis on the stability of product quality and price
reasonableness and establish long-term collaborations
with suppliers based on mutual trust and mutual benefit,
achieving a win-win situation.
(4) Rights of stakeholders:
The Company maintains open communication and good
cooperative relationships with bankers, customers, and
stakeholders, as well as protecting their entitled rights.
(5) Continuing education/ training of directors:
The Company arranged various types of continuing
education/training courses for directors to enhance their
professional knowledge and legal literacy. In FY 2023, all
directors attended more than 6 hours of continuing
education/training courses. Upon the expiration of the
term of office of the 8th Board of Directors, the 9th Board
of Directors of the Company was re-elected at the AGM
on May 15, 2023. Among them, there are two newly
appointed directors, and they have attended continuing
education/training courses for more than 12 hours. The
number of hours of continuing education/training courses
for all directors complies with the legal requirement. The
directors’training records are as follow:




















List of directors

Training unit

Titles of training
courses
Wilber Huang,
Representative of
Harmony Investment
Co., Ltd., Chiu Chi
Ching,
Representative of Pan
Pacific Investment Co.,
Ltd.,Jih Pei Ju,
Representative of China
Wire & Cable Co., Ltd,
Chen Yueh Hung,
Cha Anna,
Ye Shao De,
Su JinJun
Taiwan Corporate
Governance
Association
The Role of Directors
and Compliance
Responses to
Operating Right
Challenges under
Corporate
Governance 3.0
(3 hours)
Wilber Huang,
Representative of
Harmony Investment
Co., Ltd., Chiu Chi
Ching,
Representative of Pan
Pacific Investment Co.,
Ltd.,Jih Pei Ju,
Representative of China
Wire & Cable Co., Ltd,
Chen Yueh Hung,
Cha Anna,
Ye Shao De,
Su JinJun
Taiwan Corporate
Governance
Association
Digital Technology
and Artificial
Intelligence Trends
and Risk Management
(3 hours)
Cha Anna The Institute of Internal
Auditors-Chinese
Taiwan

Points to Note and
Practical Analysis of
"Shareholders'
Meetings"
and
"Company Act"
(6hours)
Su Jin Jun Securities & Futures
Institute
Insider Trading Legal
Compliance Advocacy
Seminar for the Fiscal
Year 2023 (3hours)
Representative of Pan
Pacific Investment Co.,
Ltd., Jih Pei Ju,
Accounting Research
and Development
Foundation
Analysis of the Latest
Corporate Governance
Policies, Laws, and
Common Deficiencies
(3hours)
Representative of Pan
Pacific Investment Co.,
Ltd.,Jih Pei Ju,
Accounting Research
and Development
Foundation
The Basis of
Compilation and
Disclosure of
SustainabilityReports
  • 43 -
Evaluation Item Implementation Status Implementation Status Implementation Status Deviations
from “the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx
Listed
Companies”
and Reasons
Yes No Abstract Illustration
- Key Analysis of
IFRS ISSB S1 and S2
Standards
(3hours)















9. With respect to the results of the annual Corporate Governance Evaluation most recently issued by the Corporate Governance Center of
Taiwan Stock Exchange, please describe the improvements, and provide priority and measures to enhance those matters that have not
yet been improved. (It is not applicable as no improvement is required)
The results of corporate governance evaluation in the FY 2022 showed that the Chairman and the President of the Company are not the
same person. The Company has implemented succession planning for top management, and the resolution of changing President was
passed in the Board meeting on February 24, 2023. At present, the Chairman and the President are not the same person.
The results of corporate governance evaluation in the FY 2022 showed that the Chief of Corporate Governance Officer has not yet been
appointed. The appointment of Chief of Corporate Governance Officer was passed in the Board meeting on February 24, 2023.
The corporate governance evaluation results for the Company in the most recent fiscal year (2023) indicate that no additional functional
committees beyond those required by law have been established. The Company plans to establish a Risk Management Committee in
2024 with independent directors appointed as its members.
The corporate governance evaluation results for the Company in the most recent fiscal year (2023) show that the English version of the
financial report has not been uploaded to the Market Observation Post System (MOPS) 16 days prior to the shareholders' meeting. The
Company will upload the English version of the financial report to the MOPS 16 days before the shareholders'meeting for the FY 2024.
  • 44 -

3.3.5 If the company has a remuneration committee or nomination committee in place, the composition and operation of such committee shall be disclosed

(1) Information of Members of the Remuneration Committee

  • The Remuneration Committee of the Company is composed of three independent directors. For more details about their work experience, professional qualifications, and experience, as well as independence status, please refer to Page 13, Appendix - Disclosure of Professional Qualifications of Directors and Independence Analysis of Independent Directors.

(2) Attendance of Members at Remuneration Committee Meetings

  1. There are three members of the Remuneration Committee.

  2. The term of office for this committee is from May 15, 2023 to May 14, 2026. A total of 4 (A) Remuneration Committee meetings were held in the most recent fiscal year (FY 2023). The attendance record of the Remuneration Committee members was as follows:

Title Title Name Attendance in
Person(B)
By Proxy By Proxy Attendance Rate
(%) (/)
Remarks
Convener Lin Jia Hsie 2 0 100% Resigned after the re-
election on May 15,
2023,
expected attendance:
2 times
Convener Cha Anna 1 1 50% Newly appointed
after the re-election
on May 15, 2023,
expected attendance:
2 times
Committee
Member
Ye Shao De 4 0 100% Re-elected
Committee
Member
Su Jin Jun 4 0 100% Re-elected
Other mentionable items:
The state of operations of Remuneration Committee in FY 2023
The state of
The Company’s Response to
Date of Results of Remuneration
Major Resolutions
the Remuneration
Meeting Committee's Resolution
Committee’s Opinion
1. To discuss the allocation of compensation for employees and
Presented to the Board of
2023.2.23
The resolution is passed with no
directors for FY 2022.

Directors, the resolution is
4th Session, objection
by
all
attending
2. To discuss the change of the President of the Company.
passed with no objection by
9th Meeting members.
all attendingdirectors.

Presented to the Board of
2023.5.31
The resolution is passed with no
To discuss the remuneration of the 9th Board of Directors of the

Directors, the resolution is
5th Session,
objection
by
all
attending
Company from June to December 2023
passed with no objection by
1th Meeting members
all attendingdirectors.

Presented to the Board of
2023.8.2
The resolution is passed with no
To discuss the 2023 salary adjustment for the managerial personnels

Directors, the resolution is
5th Session,
objection
by
all
attending
of the Company.
passed with no objection by
2th Meeting members
all attendingdirectors.
1. To discuss the remuneration for the directors and managerial
Presented to the Board of
2023.11.8
The resolution is passed with no
personnels for FY 2024.

Directors, the resolution is
5th Session,
objection
by
all
attending
2. To discuss the distribution of year-end bonus for the chairman and
passed with no objection by
3th Meeting
members.
managerialpersonnels for FY 2023. all attendingdirectors.
Duties of the Remuneration Committee of the Company:
The remuneration committee shall exercise the care of a good administrator in faithfully performing the official powers
listed below, and shall submit its recommendations for deliberation by the Board of Directors:
(1) Prescribe and periodically review the performance evaluation standards, annual and long-term performance goals
as well as remuneration policy, system, standards, and structure for directors and managerial officers.
(2) Periodically evaluate the status of attainment of goal of directors and managerial officers and prescribe the content
and amount of remuneration individually based on the evaluation results.
1. If the board of directors declines to adopt or modifies a recommendation of the remuneration committee, it should
specify the date of the meeting, session, content of the motion, resolution by the board of directors, and the
Company’s response to the remuneration committee’s opinion (e.g., 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): None.
2. Resolutions of the remuneration committee objected to by members or expressed reservations and recorded or
declared in writing, the date of the meeting, session, content of the motion, all members’ opinions and the response
to members’opinion should be specified: None.
  • 45 -

3.3.6 Fulfillment of CSR and Deviations from the "Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies"

Evaluation Item Implementation Status Deviations from
“the Corporate
Social Responsibility
Best-Practice
Principles for
TWSE/TPEx Listed
Companies” and
Reasons
Yes No Abstract Explanation
1. Does the company assess ESG risks associated
with its operations based on the principle of
materiality,
and
establish
related
risk
management policies or strategies?



The Company has established a Sustainable Development
Committee that headed by the Chairman and composed of
managerial
personnels
with
different
professional
expertise, jointly planning the Company's short, medium,
and long-term plans as well as a sustainable development
blueprint, and to be driven by the Chairman Office.
The Sustainable Development Committee responsible for
cross-departmental communication and planning, with the
primary tasks of identifying business risks and sustainable
development issues of concern to stakeholders, analyzing
the resources and manpower of the Company, prioritizing
urgent and important plans, conducting risk assessments
on issues related to the environment, society, and corporate
governance, etc. according to the principle of importance,
discussing response plans, and regularly monitoring and
reviewing the implementation status.
The key points of the Sustainable Development
Committee meeting for the year 2023 are: 1. Identify the
sustainable issues that need to be addressed and develop
corresponding action plans; 2. Discuss the goals and policy
adjustments related to sustainability issues; 3.Develop and
implement annual sustainable development plans; 4.
Supervise the sustainable development program and its
implementation performance.5. Sustainability report
preparation.
The Sustainability Committee reports to the Board of
Directors at least once a year on the implementation status
of sustainable development. The most recent report to the
Board of Directors was made on November 8, 2023.
The execution progress of GHG inventory and verification
is reported quarterly to the Board of Directors. A total of
four reports were made to the Board of Directors on
February 24, 2023, May 10, 2023, August 2, 2023, and
November 8, 2023.
The Board of Directors' oversight of sustainability
development:
The Board of Directors heard the sustainability report by
the Committee at least once a year to review the relevant
execution content and direction. The Board of Directors
heard the execution progress of GHG inventory and
verification report every quarter to keep abreast of the
progress. The Board of Directors established the position
of Chief Corporate Governance Officer in 2023, and it is
expected that a Risk Management Committee will be
established in 2024. All of the above are completed under
the strong support and supervision of the Board of
Directors towards sustainable development. The Board of
Directors continuously evaluates the feasibility of various
sustainable development strategies, pays attention to
progress and conducts reviews, provides professional
advice as a reference for adjustments when necessary, as
well as supervises the team to make adjustments.













































None
  • 46 -
Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from
“the Corporate
Social Responsibility
Best-Practice
Principles for
TWSE/TPEx Listed
Companies” and
Reasons
Yes No Abstract Explanation
2. Does the company establish exclusively (or
concurrently) dedicated first-line managers
authorized by the board to be in charge of
proposing the corporate social responsibility
policies and reporting to the board?















This
disclosure
covers
the
sustainable
business
performance from January to December 2023, with the
boundary of risk assessment mainly focused on the
Company, including the Japan and Taiwan subsidiaries.
The Sustainable Development Committee communicates
with internal stakeholders on the issues of concern and
performs literature review to evaluate significant
sustainable development issues in accordance with laws
and regulations. The "Risk Management Policy and
Procedures" was passed in the Board meeting on
November 10, 2021, for compliance in handling matters
related to risk identification, risk assessment, risk control
and risk monitoring.
Description on promotion of sustainable development:
Issues
Risk Assessment
Item
Risk Management Strategy
Environ
mental
Environmental
impact and
management
1.The production environment
and manufacturing process of
Qingpu plant of the Company
is certified with ISO9001
certification. Various internal
management measures related
to the environment are
established for compliance.
2.The Company has established
an Environmental Health and
Safety (EHS) Department and
appointed dedicated personnel
to manage the operations
related to EHS, environmental
protection, occupational safety
and health, etc. In addition, the
Company regularly conducts
fire drills and educational and
promotional campaigns,
providing a safe and healthy
working environment for
employees.
3.The Company regularly
conducts audits on greenhouse
gas emissions (CO2), as well
as electricity and water usage,
and waste generation, etc. The
Company will continue to
implement energy-saving and
carbon-reduction policy and
comply with various
environmental regulations. The
Company also regularly
submits reports, and the
implementation status will be
verified by the Internal Audit
Unit.
Social
Product safety
1.The products of the Company
are produced in accordance
with the relevant production
regulations in various countries
and are strictly controlled and
inspected by the Quality
Control Department to ensure
stable and safe product quality,
as well as the labeling is in
compliance with regulations.
2.The Company strictly complies
with the relevant laws and
regulations related to trade,
intellectual property
management, and
import/export control of
different countries. All export
products also meet local
standards, ensuring all products
and services comply with laws
and regulations.
3.The Company has established a
Customer Service Department
and a Technical Support











None
Issues Risk Assessment
Item
Risk Management Strategy
Environ
mental
Environmental
impact and
management
1.The production environment
and manufacturing process of
Qingpu plant of the Company
is certified with ISO9001
certification. Various internal
management measures related
to the environment are
established for compliance.
2.The Company has established
an Environmental Health and
Safety (EHS) Department and
appointed dedicated personnel
to manage the operations
related to EHS, environmental
protection, occupational safety
and health, etc. In addition, the
Company regularly conducts
fire drills and educational and
promotional campaigns,
providing a safe and healthy
working environment for
employees.
3.The Company regularly
conducts audits on greenhouse
gas emissions (CO2), as well
as electricity and water usage,
and waste generation, etc. The
Company will continue to
implement energy-saving and
carbon-reduction policy and
comply with various
environmental regulations. The
Company also regularly
submits reports, and the
implementation status will be
verified by the Internal Audit
Unit.
Social Product safety 1.The products of the Company
are produced in accordance
with the relevant production
regulations in various countries
and are strictly controlled and
inspected by the Quality
Control Department to ensure
stable and safe product quality,
as well as the labeling is in
compliance with regulations.
2.The Company strictly complies
with the relevant laws and
regulations related to trade,
intellectual property
management, and
import/export control of
different countries. All export
products also meet local
standards, ensuring all products
and services comply with laws
and regulations.
3.The Company has established a
Customer Service Department
and a Technical Support
  • 47 -
Evaluation Item Implementation Status Implementation Status Implementation Status Implementation Status Deviations from
“the Corporate
Social Responsibility
Best-Practice
Principles for
TWSE/TPEx Listed
Companies” and
Reasons
Yes No Abstract Explanation
Department, providing
customers with professional
consultation and after-sales
services. The Company
emphases on customer
satisfaction.
Corporat
e
governa
nce
Legal compliance
Strengthen
the
functions
of
directors
Stakeholders’
communication
1.The Company has established
"Sustainable Management Best
Practice Principles" and related
regulations to promote
sustainable development and
review the effectiveness of
implementation. Personnel
related regulations and
remuneration policy are
meeting the reasonable
standards in the industry, and
employee performance review
is integrated with sustainable
management policy, and
"Regulations Governing
Reward and Punishment” also
established for compliance.
2. The Company has set up a
Legal Office, a Quality
Assurance, Audit, Certification
Department, and an Auditing
Office to provide relevant
regulatory consultations and
regularly ensure compliance
with all operation-related laws
and regulations.
3. The Company has purchased
D&O Liability insurance for
directors (including managerial
personnels). The amount of
insurance coverage for FY
2023 is NT$ 85 million.
Information relating to liability
insurance such as the insured
parties, coverage amount,
scope, period, premium, etc.
has been reported to the Board
of Directors on May 31, 2023.
4. The Company has arranged
various types of training
courses for directors, and all
directors have completed 6
hours or more continuing
education/training. The newly
appointed directors have
completed 12 hours or more
continuing education/training.
The latest information on
amendment of regulations or
promotional matters will also
be regularly provided.
5. The Company provides
communication channels and
reporting methods for
stakeholders on the Company
website and has appointed a
spokesperson who responsible
for external communication.
3. Environmental issues
(1)
Does
the
company
establish
proper
environmental management systems based on
the characteristics of their industries?
(2) Does the company endeavor to utilize all
resources more efficiently and use renewable
materials which
have low impact on the environment?





(1) The Company has established relevant environmental
management systems based on medical biotech
industry characteristics for compliance, such as
"Management Procedures Governing the Operational
Environment
Assessment",
"Environmental
Management
Procedures
Governing
the
Manufacturing Process", "Regulations Governing the
Facility and Environmental Management", etc. to
effectively prevent and avoid environmental pollution.
(2) The Company is committed to promoting energy
conservation, encouraging employees to reduce
unnecessary energy waste, as well as promoting waste
recovery and separation, recycling wastepaper and













No major deviation
  • 48 -
Evaluation Item Implementation Status Deviations from
“the Corporate
Social Responsibility
Best-Practice
Principles for
TWSE/TPEx Listed
Companies” and
Reasons
Yes No Abstract Explanation
(3) Does the company evaluate the potential risks
and opportunities in climate change with
regard to the present and future of its
business, and take appropriate action to
counter climate change issues?
(4) Does the company take inventory of its
greenhouse
gas
emissions,
water
consumption, and total weight of waste in the
last two years, and implement policies on
energy efficiency and carbon dioxide
reduction, greenhouse gas reduction, water
reduction, or waste management?











packaging materials, and using eco-friendly products
as much as possible, etc. in order to strengthen its
effort
in
protecting
environment,
minimizing
ecological damage.
(3) Climate change may result in global resource
shortages,
transportation
disruptions,
or
environmental impacts that could increase business
operating
costs.
The
Company
has
adopted
countermeasures
such
as
maintaining
good
cooperative relationships with multiple air cargo
companies over a long period of time, improving
resource utilization efficiency, etc.
In response to the trend that global attention has been
accorded to the climate change, the EHS Department
alerts at all times to amendments to environmental
regulations, and promptly updates the Company's
regulations and procedures to ensure compliance with
legal requirements.
(4) The main source of energy consumption for the
Company is purchased electricity. Carbon dioxide
sensors have been installed in specific plants to
monitor the concentration of carbon dioxide.
The statistics of GHG emissions, water consumption
and total waste weight in the most recent two years are
as follows:
Data coverage: All of the Company's plants
(subsidiaries are not included as they do not have
substantial operations)
FY 2022
FY 2023
GHG
emissions
(CO2)
941, 032kg
873,669kg
Water
consumption
5,446 m³
5,274 m³
Waste
5.74 mt
6.47 mt
(Note 1) Based on the operational boundary used to identify emission
sources, the GHG emissions of the Company are categorized
as other indirect emissions (Category Two): An indirect
emission resulting from other activities of the Company. This
information is estimated using water and electricity tariffs as
the Company is not required to be verified by a professional
agency.
(Note 2) All of them are non-hazardous waste.
1. GHG reduction targets:
Achieve a GHG emission reduction of more than 1%
per year.
2. Measures to promote GHG reduction targets:
(1) Gradually complete internal inventory and
external verification according to the GHG
inventory and verification plan formulated by the
Company.
(2) Opt for energy-saving models when replacing
equipment with high electricity consumption.
(3) Replace energy-saving LED light fixtures
throughout the company and in public areas.
(4) The whole company implements the temperature
control of air conditioning at 26 degrees Celsius
or above, sets energy-saving modes for various
equipment, regularly reviews electricity usage,
committed to implement energy conservation,
carbon reduction, and GHG reduction.
3. Achievement of GHG reduction targets:
In 2023, GHG emission has reduced by 7.16%







































  • 49 -
Evaluation Item Implementation Status Deviations from
“the Corporate
Social Responsibility
Best-Practice
Principles for
TWSE/TPEx Listed
Companies” and
Reasons
Yes No Abstract Explanation
compared with 2022, achieving the goal of GHG
emission reduction by more than 1%.
The water consumption and total waste weight of the
Company are insignificant. Pursuant Water Act, the
water conservation charge will be levied on users
with a monthly total water consumption (including
tap water, groundwater, surface water and contracted
water) exceeds 9,000 m³. However, the annual water
consumption of the Company in FY 2023 was only
5,274 m³. Therefore, the requirement for water
consumption is low and the impact is minimal.
1. Water or other waste reduction targets:
Achieve an annual water and other waste reduction
of more than 1%.
2. Measures to promote water consumption or other
waste reduction targets:
(1) The Company implements water-saving plans,
installs water-saving devices in water facilities
and maximizes the benefits of available water
resources.
(2) The Company aims to reduce and reuse waste by
adopting management measures such as process
optimization, packaging improvement, etc., to
reduce waste generation, reuse wastepaper, and
use recycled materials.
(3) The Company offers shareholders an electronic
notification service for dividend distribution to
reduce paper mailings, thereby practicing
sustainability and environmental protection.
3. Achievement of reduction target
Compared with 2022, the water consumption in 2023
has reduced by 3.16%, achieving the goal of
reduction by more than 1%. Due to operational
needs, the waste reduction target has not yet been
achieved. We will continue striving to achieve the
target.

























4. Social issues
(1) Does the company formulate appropriate
management policies and procedures
according to relevant regulations and the
International Bill of Human Rights?
(1) The Company complies with relevant Labor Standards
Act, regulations like Act of Gender Equality in
Employment,
etc.
In
addition,
the
Company
acknowledges and supports international human rights
covenants such as the Universal Declaration of Human
Rights, the United Nations Global Compact, and
International Labor Conventions. The Company
formulates
work
rules,
regulations
governing
personnel-related matters, and human rights policies,
emphasizing the human rights of employees and
protecting their legitimate interests.
Specific management plans:
A. Workplace Health and Safety
 The Company passed the ISO9001 certification and
outsourced environmental monitoring and auditing in
2022. The Zhongli Qingpu Plant was audited twice,
while the Neihu Taipei Headquarters was audited
twice. The monitoring results showed that no major
deficiencies or abnormalities, affirming that the
Company provides a safe, healthy and comfortable
working environment for employees.
 The Company complies with the Regulations
Governing the Labor Health Protection, providing
employees with on-site labor health services every
month by contracted professional medical personnel,





















No major deviation
  • 50 -
Evaluation Item Implementation Status Deviations from
“the Corporate
Social Responsibility
Best-Practice
Principles for
TWSE/TPEx Listed
Companies” and
Reasons
Yes No Abstract Explanation
(2) Does the company have reasonable
employee benefit measures (including
salaries, leave, and other benefits), and do
business performance or results reflect on
employee salaries?
taking full care of the physical and mental health of
employees.
 The Company provides a free health examination
every year, caring for workers.
B. Eliminating unlawful discrimination and ensuring
equality at work
 In accordance with the Company's personnel-related
regulations, such as the "Human Rights Policy",
"Work Rules", employees are fairly treated and not
discriminated against on any basis, including race,
language, religion, political affiliation, nationality,
gender, sexual orientation, age, marital status,
appearance, etc. This ensures the protection of
employees' workplace human rights and provides a
dignified and equal workplace environment.
C. Prohibition of forced labor and compliance with
local government labor laws
 In compliance with the provisions of labor laws, and
in accordance with the Company's "Human Rights
Policy" and "Work Rules", the Company shall not
use any form of slavery or force employees to
perform involuntary labor.
 An additional 3 days of paid sick leave are provided
to employees, which is superior to the Labor
Standards Law.
D. Assisting employees in maintaining physical and
mental health and achieving work-life balance
 The Company implements a leave system,
encouraging employees to strike a balance between
work and leisure, emphasizing the harmonious
balance between work and life.
 The Company organizes various activities from
time to time, such as Chinese New Year banquets,
festival celebrations, etc., to strengthen cohesion
and build relationships among employees.
 The Company provides free coffee, beverages,
occasional afternoon tea and snacks, providing
employees with a warm and comfortable working
atmosphere.
(2) Workplace Diversity Policy:
The Company is committed to promoting workplace
diversity and gender equality, providing a working
environment that respects the dignity, safe and equal
for all people, ensuring that employees are not
discriminated against, harassed, or treated unfairly due
to gender, age, race, nationality, religion, politic
affiliation, etc. The Company has a balanced ratio of
male and female employees and follows the principle
of equal pay for equal work. The Company hires
employees of different ages and nationalities, adhering
to the principle of talent selection based on
professionalism
and
suitability,
implementing
workplace equality.
Indicator
%
Number of female employees out of the total number of
employees
58.7%
Number of female employees out of the total number of
managers
48.5%
Number of female employees out of the total number of
50%







































  • 51 -
Evaluation Item Implementation Status Implementation Status Deviations from
“the Corporate
Social Responsibility
Best-Practice
Principles for
TWSE/TPEx Listed
Companies” and
Reasons
Yes No Abstract Explanation
senior executives
































Number of employees aged 21-30 out of the total
number of employees

5.4%
Number of employees aged 31-40 out of the total
number of employees

13%
Number of employees aged 41-50 out of the total
number of employees

37%
Number of employees aged 51-60 out of the total
number of employees

2.2%
Number of employees aged 61 and above out of the
total number of employees

1.1%
Employee who are a ROC citizen 99%
Employee who are a non-ROC citizen 1%
The “average” wage gap between men and women 17.8%
The “median” wage gap between men and women 21.9%
  • 52 -
Evaluation Item Implementation Status Deviations from
“the Corporate
Social Responsibility
Best-Practice
Principles for
TWSE/TPEx Listed
Companies” and
Reasons
Yes No Abstract Explanation
(3) Does the company provide a healthy and safe
working environment and organize training
on health and safety for its employees on a
regular basis?



approximately 4.22%.
 Employee performance review is conducted twice a
year, and the state of the Company’s operation and
employee
job
performance
are
taken
into
consideration when evaluating salary adjustment and
salary increment rate for each individual.
Implementation of the retirement system:
1. The new and old pension contributions are as follows:
Oldpension scheme
Newpension scheme
Sources of law Labor Standards Act
The Enforcement
Rules of the Labor
Pension Act
Contribution
method
Sufficient pension fund
has contributed to the
pension fund account with
Bank of Taiwan for
employees who are
eligible for old pension
scheme. Therefore, it was
approved that no further
contribution is needed on
September 27,2021,
At least 6% of each
employee’s monthly
salary is contributed to
the employee's
individual pension
account according to
the grades of labor
insurance salary.
Contribution
amount
The account balance
dated Dec.31, 2023 of the
Labor Retirement Reserve
Fund is NT$6,459,958.
A total of NT$ 3,723,255 was
contributed in FY
2023.
2. The procedures and criteria for retirement applications
for employees of the Company are handled in
accordance with the Company's "Work Rules" and
"Regulation Governing Resignation, Retirement, and
Unpaid Leave". In FY 2023, no employees of the
Company applied for retirement.
3. The Company's Pension Supervisory Committee
convenes one meeting every quarter, and a total of four
meetings were held in FY 2023.
(3)Occupational safety and health (OSH) policy:
The design of the Company's offices and plants are
complied with regulations relating to fire safety and
labor safety. Also, regular disinfection and cleaning are
performed, and vendor is appointed to regularly
measure the concentration of carbon dioxide. The
Company complies with the OSH regulations,
promotes workplace safety. No occupational accident
reported in 2023, achieving the goal of zero
occupational accidents.
A professional medical team provides on-site medical
services every month, provides health information
guidance, and takes care of the physical and mental
health of employees. In 2023, a total of 12 on-site
health services and 1 health lecture will be held.
Implementation of fire safety training:
Implementation of fire safety training:
The EHS Department will conduct fire and evacuation
drills at Qingpu plant every year. In FY 2023, a total of
50 people attended the firefighting training, with 4
hours of training each person, a total of 200 hours of
training. In cooperation with the building management
committee, the Taipei head office also conducts fire
safety inspection and drill every quarter.
Facility safety management:




























  • 53 -
Evaluation Item Implementation Status Deviations from
“the Corporate
Social Responsibility
Best-Practice
Principles for
TWSE/TPEx Listed
Companies” and
Reasons
Yes No Abstract Explanation
(4) Does the company provide its employees
with career development and training
sessions
(5) Do the company's products and services
comply with relevant laws and international
standards in relation to customer health and
safety, customerprivacy, andmarketing and

The EHS Department is responsible for reporting and
managing
the
toxic
chemicals
used
in
the
manufacturing process. The toxic chemicals are stored
in a locked storage cabinet, and the safe use of the toxic
chemicals is monitored, where application to use and
reporting are required in accordance with the
regulations. The reported use of toxic chemicals and its
amounts in 2023 are as follow:













































0.6296 kilograms of Acetonitrile

0.2996 kilograms of Formamide

0.0262kilograms of Formaldehyde
Regular maintenance and inspection of equipment
used for manufacturing process and R&D are
performed according to their importance, and detailed
operation manuals are provided to ensure safety. In
addition, inspections will be performed by the Internal
Audit Unit every year. In 2023, a total of 4
environmental monitoring and inspections have been
outsourced. The Zhongli Qingpu plant was inspected
on June 12, 2023, and December 4, 2023, while the
Taipei Headquarters was inspected on June 9, 2023,
and December 8, 2023. The monitoring results showed
no significant deficiencies or anomalies.
Company verification status:
The Company's products and manufacturing process
are certified with ISO9001 certification.
The number of fires, the number of deaths and
injuries, and the ratio of deaths and injuries to the
total number of employees for the fiscal year, and
the related improvement measures in response to
fires:None.
(4) The Company has established “Management
Procedures Governing the Education and Training" to
arrange training for new employees, accelerating their
understanding of the Company's regulations and the
required skills for fulfilling their duties and
responsibilities. Internal continuing education and
training will be arranged based on job requirements
during their employment.
In FY 2023, the Company provided various types of
courses
including
biotechnology,
manufacturing
process
management,
finance
and
accounting
knowledge,
legal
compliance,
etc.,
providing
employees with channels for continuous learning and
professional skill enhancement. In FY 2023, a total of
26 internal training courses were provided, with 260
participants attended and a total of 561 hours of
training.
Employees can also apply to attend external education
and training courses based on legal requirements or job
requirements
(e.g.,
labor
safety,
accounting
management,
internal
audit,
etc.),
effectively
enhancing their professional competencies as well as
improving their career development.
(5) The marketing and labeling of all products of the
Company complied with relevant laws and regulations
at home and host countries, as well as the Personal Data
Protection Act to protect customerprivacy.The
  • 54 -
Evaluation Item Implementation Status Deviations from
“the Corporate
Social Responsibility
Best-Practice
Principles for
TWSE/TPEx Listed
Companies” and
Reasons
Yes No Abstract Explanation
labeling of products and services, and are
relevant consumer protection and grievance
procedure policies implemented?
(6) Does the company implement supplier
management policies, requiring suppliers to
observe relevant regulations on
environmental protection, occupational
health and safety, or labor and human rights?
If so, describe the results.
Company has established a policy to protect the rights
and interests of consumers. Also, a Customer Service
Department and a Technical Support Department have
been established to provide a quick solution to the
customers’
problems
as
well
as
professional
consultation. In addition, an investor relations section
is established on the Company website, providing
stakeholders with a channel for communication and
exchange of opinions to ensure that protection of
consumer rights is in place.
(6) The Company has established "Supplier Management
Procedures"
and
"Procurement
Management
Procedures" to carefully select qualified suppliers.
Suppliers are required to put emphasis on the
environmental protection, OSH, labor rights, etc., and
carefully evaluated for professionalism, integrity, and
have any record of environmental and social impact,
promoting ethical business practices.
In FY 2023, all suppliers of the Company 100% met
the supplier selection criteria. Suppliers are required to
have ISO or other certifications based on the types of
business and complied with the Supplier Code of
Conduct or contractual provisions as follow:
(1) Supplier implementation strategy
◆The Company emphasizes the cooperation with
suppliers. The Company understands suppliers'
awareness
of
social
responsibility
and
implementation
results
through
interviews,
questionnaires, education and training, etc., as
needed.
◆Considering the legal requirements, industrial
characteristics, geographical environment, operating
conditions, employee structure and organizational
size of the supplier's location, encouraging joint
efforts to practice social responsibility.
◆When the Company signs contracts with major
suppliers, the contract includes provisions for
compliance with the CSR policies of both parties. If
a supplier violates the policy and significantly
impacts the environment and society of the supply
source, they must propose an improvement plan. If
the violation cannot be rectified or is serious, the
Company may propose termination or rescission
clauses in the contract.
(2) The Company shall consider the following labor
issues when selecting vendors:
◆Child labor is prohibited.
◆Forced labor is prohibited.
◆Hours of work and wages should comply with local
legal norms.
◆Discrimination in any form is prohibited.
◆Healthy and safe working environment.
(3) Worker health and safety
Suppliers shall undertake to comply with local labor
safety and health regulations, and agree to comply
with the relevant supplier management procedures
formulated by the Company.
(4) Environmental protection
◆The Company should evaluate theimpact of










































  • 55 -
Evaluation Item Implementation Status Deviations from
“the Corporate
Social Responsibility
Best-Practice
Principles for
TWSE/TPEx Listed
Companies” and
Reasons
Yes No Abstract Explanation
procurement activities on the environment and social
of the supply source community and urge suppliers to
practice CSR.
◆Suppliers should strive to conserve energy and water.
◆Encourage suppliers to adopt energy-saving measures
in production, packaging, transportation, etc., or use
environmentally friendly recycled materials.
◆Suppliers
should be
committed
to
reducing
pollutants, toxins, and waste. Waste should be treated
in accordance with relevant regulations to minimize
the impact on the natural environment.
(5) Ethical and integrity in business practices
◆When selecting suppliers, their ethical requirements,
including but not limited to integrity, fair dealing,
transparency in information, avoidance of undue or
improper gains, and compliance with intellectual
property rights regulations should be considered.
◆When signing contracts with suppliers, both parties
shall conduct transactions based on the principle of
ethical business practices. In the event that one party is
engaged in unethical behavior resulting in a serious
violation that renders the contract incapable of
performance, the other party may terminate or rescind
the contract at any time.
The Company conducts important supplier evaluations
biannually. The supplier evaluation results for FY 2023
are as follow:
 A total of 95 raw material/product suppliers were
evaluated, all of them performed well, and no
suppliers failed. There are 2 suppliers listed as
pending observation, and the user unit continues to
observe whether the evaluation items have improved.
 A total of 8 primary and secondary raw material
suppliers for medical device products were evaluated,
all of them performed well, and no suppliers failed or
required observation.
 A total of 2 suppliers for fixed assets were evaluated,
all of them performed well, and no suppliers failed or
required observation.
 A total of 9 suppliers for facility engineering were
evaluated, all of them performed well, and no
suppliers failed or required observation.
 A total of 3 outsourcing suppliers were evaluated, all
of them performed well, and no suppliers failed or
required observation.
 A total of 39 service suppliers were evaluated, all of
them performed well, and no suppliers failed or
required observation.
The Company audits the operation of supplier
management annually to ensure the selection and
management of suppliers are in compliance with
regulations.
The
Procurement
Department
communicates with suppliers through different types of
channels and provides suppliers with appropriate
education and quality control training as needed,
ensuring the quality and service provided meeting the
Company's requirements and on-time delivery, thereby
achieving win-win cooperative relationship between
supply and demand.













































  • 56 -
Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from
“the Corporate
Social Responsibility
Best-Practice
Principles for
TWSE/TPEx Listed
Companies” and
Reasons
Yes No Abstract Explanation
5.Does the company reference internationally
accepted reporting standards or guidelines, and
prepare reports that disclose non-financial
information of the company, such as corporate
social responsibility reports? Do the reports
above obtain assurance from a third party
verification unit?





The Company has not yet been required to prepare a
sustainability report. However, the Company has disclosed
relevant
and
reliable
information
on
sustainable
development on the Company website, MOPS, and annual
reports for public access.




No major deviation as
the Company has not
yet been required to
prepare
a
sustainability report.
6. Describe the difference, if any, between actual practice and the corporate social responsibility principles, if the company has implemented
such principles based on the Corporate Social Responsibility Best Practice Principles for TWSE/TPEx Listed Companies:
The Company has established the “Sustainable Management Best Practice Principles", and all operations are carried out in accordance with
the principles and relevant regulations. No major deviation reported.
7. Other useful information for explaining the status of corporate social responsibility practices:
The Company's products and manufacturing process are certified with ISO9001 certification. In addition, permit/ license from agency like
Food and Drug Administration (FDA) of different countries will be applied in accordance with the specific requirements of each product.
  • 57 -

3.3.7 Climate-Related Information of TWSE TPEx Listed Company

1. Implementation of Climate-Related Information

Item ImplementationStatus ImplementationStatus ImplementationStatus ImplementationStatus ImplementationStatus ImplementationStatus ImplementationStatus
1. Describe the board of
directors' and
management's oversight
and governance of
climate-related risks and
opportunities.
The Board of Directors of Abnova serves as the supreme supervisory unit for climate-related risk
management. It regularly evaluates the risks and opportunities of climate change, coping strategies,
and relevant promotion plans. It is also responsible for reviewing annual risk management reports
and audit reports to ensure the effective implementation of climate-related risk management systems.
The Sustainability Committee is the Company's ESG promotion organization, responsible for
promoting the implementation of climate management-related plans. It reports to the Board of
Directors at least once a year on sustainable development reports, including the effectiveness of
climate-related implementation, and is supervised by the Board of Directors. The Board of Directors
regularly reviews the ESG impact, performance, and strategic objectives to mitigate the threat posed
by climate change to the Company's operations. Since 2022, the Board of Directors has reviewed the
implementation status of the GHG inventory and verification every quarter to keep abreast of the
progress. In 2023, a total of 4 reports on the implementation status of the GHG inventory and
verification werepresented to the Board of Directors,explainingtheprogress updates.
2. Describe how the
identified climate risks
and opportunities affect
the business, strategy, and
finances of the
business (short, medium,
and long term).
Impacts of and responses to climate-related risks:
Risk Type
Aspect
Content
Timeline:
Impact on the Company's
Business, Strategies and
Finances
Countermeasure
Financial
Impact of the
Countermeasure
Physical
Risk
Extreme
Typhoons
, heavy
rains, and
floods
Short term
Problems arise during typhoons
or heavy rains, such as the
inability to commute to work,
disruptions in suppliers'
logistics for deliveries or sales
shipments, and equipment
damage due to disasters.
Resulting in an increase in
relevant recovery costs and
management costs, as well as a
decrease in sales revenue.
1. Prevent flood
and wind damage.
2. Strengthen
emergency
response
mechanisms and
manpower
allocation.
1. Increase
operating costs
2. Increase capita
expenditures or
repair costs
Long-term
Rise in
average
temperatur
e
Medium-long
Term
1. Employee health is affected,
thereby reducing the work
efficiency.
2. High temperatures lead to an
increase in water and electricity
consumption, increasing
operating costs.
3. Abnormal weather caused
water and electricity shortages,
which affected operations and
led to a decline in revenue.
1. Use energy-
saving facilities
2. Monitor the
power conditions
to maintain a
stable power
supply
1. Increase
operating costs
Transition
Risks
Markets
Rise in
awareness
of
sustainabil
ity issues
among
stakeholde
rs
Medium-long
Term
In response to market trends and
increasingly stringent
regulations, it may increase
manpower requirements and
operating costs. If fail to meet
the expectations of stakeholders,
it may affect the corporate
image, leading to a loss of
business turnover.
The Company
promotes various
energy-saving and
carbon reduction
measures,
implementing
transformation
goal in response to
climate change.
Increase operatin
costs and capit
expenditures
Policy and
regulatory risks
Fuel/ energy
tax related
regulations
Medium-long
Term
The country has established
regulations on energy
consumption reduction and
energy efficiency. The Company
is urged to implement energy-
saving and carbon reduction
measures as required.
1. Introduce GHG
inventory and
verification
2. Purchase
equipment certified
with energy-saving
and carbon-
reduction labels.
Increase operatin
costs and capital
expenditures
Risk Type
Aspect
Content Timeline: Impact on the Company's
Business, Strategies and
Finances
Countermeasure Financial
Impact of the
Countermeasure
Physical
Risk
Extreme Typhoons
, heavy
rains, and
floods
Short term Problems arise during typhoons
or heavy rains, such as the
inability to commute to work,
disruptions in suppliers'
logistics for deliveries or sales
shipments, and equipment
damage due to disasters.
Resulting in an increase in
relevant recovery costs and
management costs, as well as a
decrease in sales revenue.

1. Prevent flood
and wind damage.
2. Strengthen
emergency
response
mechanisms and
manpower
allocation.
1. Increase
operating costs
2. Increase capita
expenditures or
repair costs
Long-term Rise in
average
temperatur
e
Medium-long
Term
1. Employee health is affected,
thereby reducing the work
efficiency.
2. High temperatures lead to an
increase in water and electricity
consumption, increasing
operating costs.
3. Abnormal weather caused
water and electricity shortages,
which affected operations and
led to a decline in revenue.


1. Use energy-
saving facilities
2. Monitor the
power conditions
to maintain a
stable power
supply
1. Increase
operating costs
Transition
Risks
Markets Rise in
awareness
of
sustainabil
ity issues
among
stakeholde
rs
Medium-long
Term
In response to market trends and
increasingly stringent
regulations, it may increase
manpower requirements and
operating costs. If fail to meet
the expectations of stakeholders,
it may affect the corporate
image, leading to a loss of
business turnover.


The Company
promotes various
energy-saving and
carbon reduction
measures,
implementing
transformation
goal in response to
climate change.
Increase operati
costs and capi
expenditures
Policy and
regulatory risk
s
Fuel/ energ
tax related
regulations
y

Medium-long
Term
The country has established
regulations on energy
consumption reduction and
energy efficiency. The Company
is urged to implement energy-
saving and carbon reduction
measures as required.

1. Introduce GHG
inventory and
verification
2. Purchase
equipment certified
with energy-saving
and carbon-
reduction labels.


Increase operatin
costs and capital
expenditures
  • 58 -
Item ImplementationStatus ImplementationStatus ImplementationStatus ImplementationStatus
Impacts of
Opportunity
Type
Resource
Efficiency
Products
and
Services
and responses to climate-related opportunities:
Value
Chain
Impact
Content Timeline: Impact on the Company's
Business, Strategies and
Finances
Countermeasure Financial Impact of
the Countermeasure
All
plants
Recycling and
reuse
Short term Failure to strictly control the
reuse of waste or the use of
recyclable materials may
result in wastage or an
increase in waste disposal
costs.
1. Promote waste
recycling and
reuse.
2. Strengthen the
use of recycled
materials.
Reduce waste
disposal costs.
All
plants
Reduce water
resource usage
and
consumption
Short term Failure to strictly control the
water usage may result in
wastage or an increase in
water expense.
1. Effective reuse
of water resources.
2. Use water-
savingdevices.

Save operating costs
Markets Develop or
expand low-
carbon
products and
services
Short,
medium,
and long
term
The use of recycled materials
in product packaging or low-
carbon services (electronic
notifications instead of paper
mailings) meets customer
needs and enhances a positive
image, which is helpful in
increasingrevenue.

Understand
market trends and
customer needs,
and develop green
products or
services.
1. Enhance
reputation and
image.
2. Increase revenue.
3. Describe the financial
impact of extreme
weather events and
transformative actions.








The Company may face extreme weather events, such as typhoons,
4. Describe how climate risk
identification, assessment,
and management
processes are integrated
into the overall risk
management system.







The Company has established a comprehensive risk management organizational structure, policies
and management norms. The risk scope covers environmental (E), social (S) and corporate
governance (G). The Company's risk management policy has incorporated environmental risks
(including climate risks), indicating that the Company regards climate change as an operational risk
that affects sustainable development, and integrates its identification, measurement and management
processes into the Company's overall risk procedures. The Company's climate risk management
process is mainly divided into four major steps, from risk identification, assessment, response,
monitoringand communication,as follows:
Management
Processes
Content
Identification
1. The Company identifies climate risks and opportunities every year according to the business
scope and integrates them into overall risk identification.
2. Refer to the climate risk reports of international organizations.
Assessment
1. Identify the risk factors that the Company may face and analyze the likelihood of occurrence
and impact level through risk events.
2. The measurement scope includes the impact pathway, impact timing and geographical area,
impact value chain location,and fiscal impact.
Response
1. Incorporate the environmental and social risk factors of each industry into the industry risk level
assessment mechanism.
2. Regulate climate risk monitoringindicators to control the value loss caused byclimate risks.
Monitoring and
communication
1. Present risk management reports and the implementation status to the Audit Committee and the
Board of Directors at least once a year.
2. Report to the Board of Directors on the progress updates of GHG inventory and verification
every quarter.
3. Report to independent directors on the climate risk related information from time to time.
Management
Processes
Content
Identification 1. The Company identifies climate risks and opportunities every year according to the business
scope and integrates them into overall risk identification.
2. Refer to the climate risk reports of international organizations.
Assessment 1. Identify the risk factors that the Company may face and analyze the likelihood of occurrence
and impact level through risk events.
2. The measurement scope includes the impact pathway, impact timing and geographical area,
impact value chain location,and fiscal impact.
Response 1. Incorporate the environmental and social risk factors of each industry into the industry risk level
assessment mechanism.
2. Regulate climate risk monitoringindicators to control the value loss caused byclimate risks.
Monitoring and
communication
1. Present risk management reports and the implementation status to the Audit Committee and the
Board of Directors at least once a year.
2. Report to the Board of Directors on the progress updates of GHG inventory and verification
every quarter.
3. Report to independent directors on the climate risk related information from time to time.
  • 59 -
Item ImplementationStatus ImplementationStatus ImplementationStatus
5. If scenario analysis is
used to assess resilience to
climate change risks, the
scenarios, parameters,
assumptions, analysis
factors and major
financial impacts used
should be described.
The Company follows the TCFD goal to quantify climate risk. With reference to the reports on
industrial risk assessments and economic situation analyses issued by established institutions at home
and abroad, the Company incorporates the environmental and social risk factors of each industry into
the scope of consideration for the risk level of each industry, including the impact of emerging
environmental or social factors on industry trends, climate transition risk costs, industry entry
barriers, etc. Through top-down scenario analysis, the Company analyzes climate-related financial
impacts from diverseperspectives at different timepoints and under different scenarios.
Scenario Analysis
Evaluation
Methodology
Primary Financial Impact
Physical risk scenario
analysis: Quantitative
assessment of the impact
of flooding at operational
sites
Disaster risk
model
The Company's main operating sites are located in Taipei
Headquarters and Zhongli Qingpu plant. Since its establishment, it has
experienced several typhoons and heavy rains, however, no flooding
has occurred. Therefore, it does not located in high flood risk areas,
and there is no significant financial impact.
Scenario Analysis Evaluation
Methodology
Primary Financial Impact
Physical risk scenario
analysis: Quantitative
assessment of the impact
of flooding at operational
sites
Disaster risk
model
The Company's main operating sites are located in Taipei
Headquarters and Zhongli Qingpu plant. Since its establishment, it has
experienced several typhoons and heavy rains, however, no flooding
has occurred. Therefore, it does not located in high flood risk areas,
and there is no significant financial impact.
6. If there is a transition plan
for managing climate-
related risks, describe the
content of the plan, and
the indicators
and targets used to
identify and manage
physical risks and
transition risks.
Transformation plans, indicators, and goals: In response to the transformation opportunities arising
from climate change challenges under the "climate emergency," the Company will transition to a
low-carbon green economy in line with international trends to mitigate the impact of global warming
and climate change. Based on the results of risk and opportunity analysis, the Company will adopt
the strategies of "promoting low-carbon services," "improving resource efficiency," and "moving
towards net zero" to set indicators and goals, and actively implement them. The Company's goals are
as follows:
(1) Gradually complete internal inventory and external verification according to the GHG inventory
and verification plan formulated by the Company.
(2). Reduce GHG emissions year by year by more than 1%, and GHG emissions in 2023 have been
reduced by 7.16% compared with 2022.
(3). Reduce water consumption by more than 1% per year, and water consumption in 2023 has been
reduced by 3.16% compared with 2022.
(4)Opt for energy-savingmodels when replacingequipment with high electricityconsumption.
7. If internal carbon pricing
is used as a planning tool,
the basis for setting the
price should be stated.
The Company does not belong to high electricity or high energy-consuming enterprise, therefore
there is no need to implement internal carbon pricing.
8. If climate-related targets
have been set, the
activities covered, the
scope of GHG emissions,
the planning horizon, and
the progress achieved
each year should be
specified. If carbon credits
or renewable energy
certificates (RECs) are
used to achieve relevant
targets, the source and
quantity of carbon credits
or RECs to be offset
should be specified.
Carbon reduction scope and progress:
The Company's GHG inventory covers all of its plants (excluding overseas subsidiaries with no
substantial operations). The carbon reduction target is to reduce emissions by 1% per year, and GHG
emissions in 2023 have been reduced by 7.16% compared to 2022, achieving the target.
9. Greenhouse gas inventory
and assurance status and
reduction targets, strategy,
and concrete actionplan.
The Company will conduct GHG inventory and verification according to the schedule, which is not
applicable at present.
  • 60 -

3.3.8 Fulfillment of Ethical Corporate Management and Deviations from the "Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies"

Implementation Status Deviations from the “Ethical Corporate Management Best Practice Evaluation Item Yes No Abstract Illustration Principles for TWSE/GTSM Listed Companies” and Reasons None

  • 1.Establishment of ethical corporate management policies and programs

(1)Does the company have a Board-approved ✓ (1) The Company established the "Procedures for ethical corporate management policy and stated Ethical Management and Guidelines for Conduct” in its regulations and external correspondence on March 27, 2015. In response to the amendment the ethical corporate management policy and of regulations and operational requirements of the practices, as well as the active commitment of Company, it was revised and approved by the the Board of Directors and management Board of Directors on March 29, 2017, and March towards enforcement of such policy? 26, 2020, and was also reported in the AGMs for the year and disclosed on the MOPS and the Company website. Integrity is clearly set out in the procedures and guidelines, commitments and practices are in compliance with the regulations. The Board of Directors and management team have also actively monitored its implementation. (2) Does the company have mechanisms in place to ✓ (2) The Company has established the "Procedures for assess the risk of unethical conduct, and Ethical Management and Guidelines for Conduct” perform regular analysis and assessment of for compliance, which clearly stipulates that business activities with higher risk of unethical violations such as provision or acceptance of conduct within the scope of business? Does the improper benefits, provision or promise of any company implement programs to prevent facilitating payment, provision of illegal unethical conduct based on the above and political contributions, disguised form of bribery, ensure the programs cover at least the matters engagement in unfair competition that may cause described in Paragraph 2, Article 7 of the harm to the rights and interests of stakeholders, Ethical Corporate Management Best Practice insider trading, etc. will be handled in accordance Principles for TWSE/TPEx Listed Companies? with "Regulations Governing Reward and Punishment”.

(3)Does the company provide clearly the operating ✓ (3) The Company has established the "Procedures for procedures, code of conduct, disciplinary Ethical Management and Guidelines for Conduct” actions, and appeal procedures in the programs and "Codes of Ethical Conduct". For business against unethical conduct? Does the company activities that pose a higher risk of unethical enforce the programs above effectively and behavior, in addition to adhering to the corporate perform regular reviews and amendments? culture of integrity, job rotation for the relevant position is adopted, and stakeholder mailbox for whistleblowing and complaints is established in order to prevent unethical behavior. The "Procedures for Ethical Management and Guidelines for Conduct” and "Codes of Ethical Conduct” are consistently reviewed and revised in accordance with the amendment of regulations and operational requirements of the Company.

  • 2.Fulfill operations integrity policy

  • (1)Does the company evaluate business partners’ ✓ ethical records and include ethics-related clauses in business contracts?

✓ (1) The Company has established "Supplier Management Procedures" and "Procurement Management Procedures" to carefully select partners and suppliers to avoid engaging in transactions with unethical suppliers. Clauses related to integrity shall be included in trading partner agreements, as needed, and the rights and obligations of both parties, as well as the transaction terms, shall be clearly stipulated in the contracts or relevant commercial agreements. ✓ (2) In accordance with the “Procedures for Ethical Management and Guidelines for Conduct” and "Codes of Ethical Conduct”, Chairman Office is appointed as the dedicated unit to promote and

  • (2)Does the company have a unit responsible for ethical corporate management on a full-time basis under the Board of Directors which reports the ethical corporate management

None

  • 61 -

Implementation Status Deviations from the “Ethical Corporate Management Best Practice Evaluation Item Yes No Abstract Illustration Principles for TWSE/GTSM Listed Companies” and Reasons

policy and programs against unethical conduct regularly (at least once a year) to the Board of Directors while overseeing such operations?

implement integrity management policy, preventing various types of unethical behavior, including provision or acceptance of improper benefits, unfair competition, insider trading, etc. The integrity management policy and the plan to prevent unethical behavior and its monitoring and implementation were reported in the Board meeting on November 8, 2023. Implementation of Integrity management execution for FY 2023:

  1. The Company has established the "Procedures for Ethical Management and Guidelines for Conduct”, the relevant regulations are published on the intranet for compliance. In addition, integrity management is included in the human resource policy, preventing various types of unethical behavior, and an effective corrections system has been established. No employee dishonesty is reported in FY 2023.

  2. The Legal Office provided a 2-hour advocacy training course, with a total of 100 participants.

  3. A total of 7 directors and 8 managerial personnels have signed the statement of compliance with the integrity management policy, achieving a 100% signing rate.

  4. A total of 95 employees have signed the confidentiality agreement upon employment, achieving a 100% signing rate.

  5. (3) Does the company establish policies to prevent ✓ conflicts of interest and provide appropriate communication channels, and implement it?

  • (4) Does the company have effective accounting and internal control systems in place to implement ethical corporate management? Does the internal audit unit follow the results of unethical conduct risk assessments and devise audit plans to audit the systems accordingly to prevent unethical conduct, or hire outside accountants to perform the audits?

  • (5) Does the company regularly hold internal and ✓ external educational trainings on operational integrity?

5.The Company has established communication channels for all stakeholders and a whistleblowing mailbox. No complaint or misconduct reporting received in FY 2023. (3) The Company has established various stakeholder mailboxes, providing internal and external channels for complaints and whistleblowing, and it is implemented accordingly. The "Procedures for Ethical Management and Guidelines for Conduct” and "Codes of Ethical Conduct” of the Company have clearly defined policy of preventing conflicts of interest, and employees and stakeholders are required to implement accordingly. Abstention from voting due to conflicts of interest is applicable to all motions in the Board meeting.

(4) The Company has set rigorous and effective critical control points in the accounting system, internal control system, and related procedures for business activities or operating procedures that may pose higher risks. In accordance with the annual risk assessment, annual audit plan is arranged and carried out by the internal auditors, all units are required to conduct self-assessment, ensuring the appropriateness of the system design and actual implementation.

  • (5) In addition to regularly organizing internal advocacy training on integrity management, the Company also sends employees to participate in external seminars in order to strengthen the concept of integrity management.

  • 62 -

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from
the “Ethical
Corporate
Management
Best Practice
Principles for
TWSE/GTSM
Listed
Companies”
and Reasons
Yes No Abstract Illustration
3. Operation of the integrity channel
(1)Does
the
company
establish
both
a
reward/punishment system and an integrity
hotline? Can the accused be reached by an
appropriate person for follow-up?
(2)Does the company have in place standard
operating
procedures
for
investigating
accusation cases, as well as follow-up actions
and relevant post-investigation confidentiality
measures?
(3)Does
the
company
provide
proper
whistleblower protection?










(1) The Company has established the "Procedures for
Ethical Management and Guidelines for Conduct”
and "Codes of Ethical Conduct”, as well as
whistleblowing channels for convenient and
confidential reporting, which will be handled by
dedicated independent personnel.
(2) The Company has established a standard operating
procedure for investigating reported matters and
relevant confidentiality mechanisms. In FY 2023,
no external and internal misconduct reporting was
received, and no significant incident of unethical
behavior was reported.
(3) Confidentiality mechanism is adopted to handle
the reported matters, ensuring the safety of the
whistleblower. In FY 2023, no external and
internal misconduct reporting was received, and
no significant incident of unethical behavior was
reported.















None
4. Strengthening information disclosure
Does the company disclose its ethical corporate
management policies and the results of its
implementation on the company’s website and
MOPS?



The Company has disclosed relevant information on
integrity management policy and the effectiveness of
its implementation on the Company website and
MOPS for public access.



None
5. If the company has established the ethical corporate management policies based on the Ethical Corporate Management Best-Practice
Principles for TWSE/TPEx Listed Companies, please describe any discrepancy between the policies and their implementation.
The Company has established the "Procedures for Ethical Management and Guidelines for Conduct” and "Codes of Ethical Conduct”,
and all operations are carried out in accordance with relevant regulations. No major deviations reported.
6. Other important information to facilitate a better understanding of the company’s ethical corporate management policies (e.g., review
and amend its policies).
The "Procedures for Ethical Management and Guidelines for Conduct” is consistently reviewed and revised in accordance with the
operational requirements of the Company. The aforementioned regulations is consistently revised in response to the amendment of
government regulation and operational requirements of the Company.
The most recent revision was made on March 26, 2020 and announced after it was reviewed by the Audit Committee and approved
by the Board of Directors to ensure compliance by management and all employees. Also, the revision was reported in the AGM in
2020.
  1. If the company has established the ethical corporate management policies based on the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies, please describe any discrepancy between the policies and their implementation. The Company has established the "Procedures for Ethical Management and Guidelines for Conduct” and "Codes of Ethical Conduct”, and all operations are carried out in accordance with relevant regulations. No major deviations reported. 6. Other important information to facilitate a better understanding of the company’s ethical corporate management policies (e.g., review and amend its policies).

The "Procedures for Ethical Management and Guidelines for Conduct” is consistently reviewed and revised in accordance with the operational requirements of the Company. The aforementioned regulations is consistently revised in response to the amendment of government regulation and operational requirements of the Company.

The most recent revision was made on March 26, 2020 and announced after it was reviewed by the Audit Committee and approved by the Board of Directors to ensure compliance by management and all employees. Also, the revision was reported in the AGM in 2020.

3.3.9 If the company has adopted corporate governance best-practice principles or related bylaws, disclose how these are to be searched.

The Company has established the corporate governance best-practice principles and relevant regulations, which are made available on the Company website (http://www.abnova.com)and MOPS (http://mops.twse.com.tw)for public access.

3.3.10 Other significant information that will provide a better understanding of the state of the company's implementation of corporate governance may also be disclosed: None.

  • 63 -

3.3.11 Internal Control System

1. Statement of Internal Control System

Abnova (Taiwan) Corporation Statement of Internal Control System

Date: February 20, 2024

Based on the findings of a self-assessment, Abnova (Taiwan) Corporation states the following with regard to its internal control system during the year 2023:

  1. The Company is aware that the establishment, implementation and maintenance of the internal control system is the responsibility of the Board of Directors and the managers of the Company. The Company has established the system for the purpose of guaranteeing the reliability, timeliness and transparency report of the effectiveness and efficiency of the operation (including profitability, performance, asset security, etc.) and ensuring all are in compliance with relevant laws and regulations.

  2. An internal control system has inherent limitations. No matter how perfectly designed, an effective internal control system can only provide reasonable assurance of accomplishing the three aforementioned objectives. Moreover, the effectiveness of an internal control system may be subject to changes due to extenuating circumstances beyond our control. Nevertheless, our internal control system contains self-monitoring mechanisms, and the Company takes immediate remedial actions in response to any identified deficiencies.

  3. The Company evaluates the design and operating effectiveness of its internal control system based on the criteria provided in the "Regulations Governing the Establishment of Internal Control Systems by Public Companies" (herein below, the Regulations). The criteria adopted by the Regulations identify five key components of managerial internal control: (1) control environment, (2) risk assessment, (3) control activities, (4) information and communication, and (5) monitoring activities. Each component also includes several items which can be found in the Regulations.

  4. The Company has evaluated the design and operating effectiveness of its internal control system according to the aforesaid Regulations.

  5. Based on the findings of such evaluation, the Company believes that, on December 31, 2023, it has maintained, in all material respects, an effective internal control system (that includes the supervision and management of our subsidiaries), to provide reasonable assurance on our operational effectiveness and efficiency, reliability, timeliness, transparency of reporting, and compliance with applicable rulings, laws and regulations

  6. This Statement is an integral part of the Company’s annual report for the current period and prospectus, and will be made public. Any falsehood, concealment, or other illegality in the content made public will entail legal liability under Articles 20, 32, 171, and 174 of the Securities and Exchange Law.

  7. This statement was approved by the Board of Directors in their meeting held on February 20, 2024, with all 7 attending directors affirming the content of this Statement.

Abnova (Taiwan) Corporation Chairman: Wilber Huang President: Jih Pei Ju

2. If CPA Was Engaged to Conduct a Special Audit of Internal Control System, Provide Its Audit Report: None.

  • 64 -

  • 3.3.12 If there has been any legal penalty against the company or its internal personnel, or any disciplinary penalty by the company against its internal personnel for violation of the internal control system, during the most recent fiscal year or during the current fiscal year up to the publication date of the annual report, where the result of such penalty could have a material effect on shareholder equity or securities prices, the annual report shall disclose the penalty, the main shortcomings, and condition of improvement: None.

3.3.13 Material resolutions of a shareholders meeting or a board of directors meeting during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report

1. Major Resolutions of Shareholders’ Meeting and Implementation Status 1. Major Resolutions of Shareholders’ Meeting and Implementation Status 1. Major Resolutions of Shareholders’ Meeting and Implementation Status 1. Major Resolutions of Shareholders’ Meeting and Implementation Status
Date Item Major resolution Implementation status of resolution
2023.5.15 1. To approve the 2022 Business
Report and Financial Statements.
The 2022 Business Report and Financial Statements were
approved, which the consolidated revenue totaled NT$ 411,756 thousand and net profit after tax was approximately
NT$ 74,843 thousand, with EPS of NT$ 1.24.
2. To approve the 2022 profit
distribution plan.
The cash dividend of NT$ 0.8 per share was distributed. The
ex-dividend date was set as June 15, 2023. and the cash
dividend was distributed on July 5, 2023.
3. Election of the 9th term directors
of the Company.
The list of elected 9th term directors has been disclosed on
the MOPS.
The alteration of registration has been approved by the
MOEA May 24, 2023 (Letter No. MOEA-Business-
11230089030).
4. Proposal to lift restrictions on non-
compete competition for new
directors ofthe Company.
The list of non-compete competition for the 9th term
directors has been disclosed on the MOPS.

2. Board Meetings:

Date Item Major resolution
2023.2.24 1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
To discuss the amendment to the "Corporate Governance Best Practice Principles”.
To discuss the 2022 “Internal Control System Statement”.
To discuss the changes in the financing provided to the German subsidiary, Abnova GmbH
from October 2022 to January 2023.
To discuss the change of CPAs.
To discuss the independence and suitability of the CPAs.
To discuss the compensation paid to CPAs.
To discuss the formulation of general principles for the pre-approval policy of non-
assurance services of the Company.
To discuss the allocation of compensation for employees and directors for FY 2022.
To discuss the Company's 2022 business report and financial statements.
To discuss the profit distribution for FY 2022.
To discuss the re-election of all directors of the Company.
To discuss the director nomination period and venue.
To discuss the nomination and review of candidates for directors and independent
directors of the Company.
To discuss the proposal to lift restrictions on non-compete competition for new directors
of the Company.
To discuss and determine the details of convening the 2022 AGM such as date, venue, and
the general nature of the business to be considered at the meeting, etc.
To discuss the appointment of Chief of Corporate Governance Officer of the Company.
To discuss the change of President of the Company.
2023.5.10 1.
2.
To discuss the changes in the financing provided to the German subsidiary, Abnova GmbH
from February to March 2023.
To discuss the Q1 2023 consolidated financial statements of the Company.
2023.5.15 1.
2.
Election of the Chairman of the Board of Directors of the Company
To discuss the appointment of members of the 5th Remuneration Committee of the
Company
2023.5.31 1.
2.
To discuss the amendment of the "Procedures for Handling Material Inside Information"
of the Company
To discuss and determine the ex-dividend date and the distribution date of cash dividends
for FY 2022.
  • 65 -
Date Item Major resolution
2023.8.2 1.
2.
3.
4.
5.
To discuss the changes in the financing provided to the German subsidiary, Abnova GmbH
from April to June 2023.
To discuss the Q2 2023 consolidated financial statements of the Company.
To discuss the renewal of the short-term lines of credits of the Company.
To discuss the formulation of the "Internal Control Systems" for subsidiaries
To discuss the 2023 salary adjustment for the managerial personnels of the Company.
2023.11.8 1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
To discuss the formulation of the "Rules Governing Financial and Business Matters
Among Related Parties" of the Company
To discuss the formulation of the "Human Rights Policy” of the Company
To discuss the amendments of the "Internal Control Systems” of the Company
To discuss the addition of the "Internal Control Systems" for subsidiaries
To discuss the "2024 Annual Audit Plan".
To discuss the changes in the financing provided to the German subsidiary, Abnova GmbH
from July to September 2023.
To discuss the proposal to provide a loan facility of NT$ 5 million to the German
subsidiary, Abnova GmbH.
To discuss the Q3 2023 consolidated financial statements of the Company.
To discuss the 2024 budget.
To discuss the remuneration for the directors and managerial personnels for the year 2024.
To discuss the distribution of year-end bonus for the chairman and managerial personnels
for FY 2023.
2023.2.20 1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
To discuss the amendment to the "Rules of Procedure for Board of Directors Meetings"
and the "Audit Committee Organizational Procedures".
To discuss the 2023 “Internal Control System Statement”.
To discuss the changes in the financing provided to the German subsidiary, Abnova GmbH
from October 2023 to January 2024.
To discuss the change of CPAs.
To discuss the independence and suitability of the CPAs.
To discuss the compensation paid to CPAs.
To discuss the allocation of compensation for employees and directors for FY 2023.
To discuss the Company's 2023 business report and financial statements.
To discuss the profit distribution for FY 2023.
To discuss and determine the details of convening the 2024 AGM such as date, venue, and
the general nature of the business to be considered at the meeting, etc.

3.3.14 Where, during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, a director or supervisor has expressed a dissenting opinion with respect to a material resolution passed by the board of directors and said dissenting opinion has been recorded or prepared as a written declaration, disclose the principal content thereof: None.

3.3.15 A summary of resignations and dismissals, during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, of the company's chairperson, President, chief accounting officer, chief financial officer, chief internal auditor, chief corporate governance officer, and chief research and development officer:

Title Name Date of
assumption of
office
Date of
resignation
Reason
President Wilber
Huang
January 1,
2002
February 24,
2023
Previously, the Chairman has concurrently served as
President, therefore the Board of Directors approved the
change of President to strengthen corporate governance and
implement succession planning for top management.
  • 66 -

Unit: NT$ 1,000

3.4 Information Regarding the Certified Public Accountants' Audit Fee

Accounting
firm
CPA Audit Period Audit Fee Non-audit Fee Total Remark
KPMG
Taiwan
Chiang Hsiao Ling 2023.01.01-2023.12.31 2,620 Tax Returns 300 2,920 None
Kuo Rou Lan 2023.01.01-2023.12.31
  • 3.4.1 The securities firm shall disclose the amounts of the audit fees and non-audit fees paid to the attesting CPAs and to the accounting firm to which they belong and to any affiliated enterprises as well as the details of non-audit services: None.

  • 3.4.2 When the securities firm changes its accounting firm and the audit fees paid for the financial year in which the change took place are lower than those paid for the financial year immediately preceding the change, the amount of the audit fees before and after the change and the reason shall be disclosed: None.

  • 3.4.3 When the audit fees paid for the current financial year are lower than those paid for the immediately preceding financial year by 10 percent or more, the amount and percentage of and reason for the reduction in audit fees shall be disclosed: None.

3.5 Information on replacement of certified public accountant:

The Company has changed its CPAs since 2023 due to an internal job adjustment of the accounting firm and was approved by the Board of Directors on February 24, 2023.

The Company has changed its CPAs since 2023 and 2024 due to an internal job adjustment of the accounting firm and was approved by the Board of Directors on February 24, 2023, and February 20, 2024, respectively.

3.5.1. Regarding the former certified public accountant:

Date ofChange February24,2023 /February20,2024 February24,2023 /February20,2024 February24,2023 /February20,2024 February24,2023 /February20,2024
Reasons and Explanation of
Changes
The Company originally appointed Hsu Shu Min and Kuo Rou Lan from KPMG
Taiwan for financial statement auditing and has changed to appoint Chiang
Hsiao Ling and Kuo Rou Lan from KPMG Taiwan starting from the year 2023
due to an internal job adjustment of the accounting firm. Starting from 2024,
Chiang Hsiao Ling and Wu Tsao Jen from KPMG Taiwan are appointed as the
CPAs ofthe Company.
State Whether the Appointment is
Terminated or rejected by the
Consignor or CPAs
Persons involved
Situation

CPA
Consignor
Appointment terminated
automatically
V
Appointment rejected
(discontinued)
The Opinions Other than
Unmodified Opinion Issued in the
Last Two Years and the Reasons for
the Said Opinions

None
Is There Any Disagreement in
Opinion with the Issuer
Yes X Accounting principle orpractice
X Disclosure of financialstatements
X Auditing scope orprocedures
X Others
No V
Explanation: None
Supplementary Disclosure
(Disclosures Specified in
Article10.6.1.4~7 ofthe Standards)
None
  • 67 -

3.5.2 Regarding the successor certified public accountant:

3.5.2 Regarding the successor certified public accountant:
AccountingFirm KPMGTaiwan
CPA FY 2023: Hsu Shu Min, Kuo Rou Lan
FY 2024:Hsu ShuMin, WuTsao Jen
Date of Engagement February 24, 2023
February20,2024
Prior to the Formal Engagement, Any Inquiry or Consultation on the
Accounting Treatment or Accounting Principles for Specific Transactions, and
theType of Audit OpinionthatMight beRendered ontheFinancial Report


None
Written Opinions from the Successor CPAs that are Different from the Former
CPA’s Opinions

None
  • 3.5.3 The reply of former CPAs on Article 10.6.1 and Article 10.6.2.3 of the Standards: Not applicable

  • 3.6 Where the company's chairperson, President, or any managerial officer in charge of finance or accounting matters has in the most recent year held a position at the accounting firm of its certified public accountant or at an affiliated enterprise of such accounting firm, the name and position of the person, and the period during which the position was held, shall be disclosed: None.

  • 3.7 Any transfer of equity interests and/or pledge of or change in equity interests (during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report) by a director, supervisor, managerial officer, or shareholder with a stake of more than 10 percent during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report

  • 3.7.1 Change in shareholding by directors, supervisors, managerial officers, or major shareholders

Unit: Share

Title Name FY 2023 FY 2023 Current fiscal year
up to March 24, 2024
Current fiscal year
up to March 24, 2024
Net Change
in
Shareholding
Net Change
in Shares
Pledged

Net Change
in
Shareholding
Net Change
in Shares
Pledged
Chairman Wilber Huang (Note 1) - - - -
Directors Harmony Investment Co., Ltd. - - - -
Institutional director
Representative
Chiu Chi Ching - - - -
Directors Rong How Investment Co., Ltd.
(Note 2)
- - - -
Institutional director
Representative
Chen Fang Wen (Note 2) - - - -
Directors Pan Pacific Investment Co., Ltd.
(Note 3)
- - - -
Institutional director
Representative/President
Jih Pei Ju (Note 1, Note 3) - - - -
Directors China Wire & Cable Co., Ltd - - - -
Institutional director
Representative
Chen Yueh Hung - - - -
Independent Directors Lin Jia Hsie (Note 2) - - - -
Independent Directors Cha, Anna (Note 3) - - - -
Independent Directors Ye Shao De - - - -
Independent Directors Su Jin Jun - - - -
Senior Manager Huang Shi Xuan - - - -
Senior Manager Zheng Mei Hui - - - -
Senior Manager Chen Si Xian - - - -
Senior Manager Tung I Ling - - - -
Senior Manager Zhou Yun Jin - - - -
Senior Manager Chang Ya Ping - - - -
Senior Manager Tung Kai Chiang - - - -
  • 68 -

Note 1: The Board of Directors has passed the resolution to change President on February 24, 2023, Wilber Huang has resigned from the position of President and succeeded by Jih Pei Ju.

Note 2: Resigned after the re-election of AGM on May 15, 2023. Note 3: Newly appointed after the re-election of AGM on May 15, 2023.

  • 3.7.2 Stock trade with related party by directors, supervisors, managerial officers, or major shareholders: None.

  • 3.7.3 Stock pledge with related party: None.

3.8 Relationship information, if among the company's 10 largest shareholders anyone is a related party or a relative within the second degree of kinship of another.

March 24, 2024; Unit: Share; %

Name Shares Held Shares Held Shares Held
by Spouse &
Minors
Shares Held
by Spouse &
Minors
Shares Held
in the Name
of Others
Shares Held
in the Name
of Others
Name and relationship for those who are the
related party of or are the spouses of or are
related to the top-10 shareholders within the
second degree of kinship
Name and relationship for those who are the
related party of or are the spouses of or are
related to the top-10 shareholders within the
second degree of kinship



Remark
Shares % Shares % Shares % Name Relationship
Wilber Huang 3,651,144 6.03% - - - - 1. Harmony
Investment Co.,
Ltd.
2. Lasertech Holding
International Ltd.
3. Pan Pacific
Investment Co.,
Ltd.
1. Spouse of the
representative
2. Spouse of the
representative
3. Spouse of the
supervisor
-
Harmony Investment Co.,
Ltd.
Representative: Chiu Chi
Ching
2,448,294 4.04% - - - - 1.Wilber Huang
2. Lasertech Holding
International Ltd.
3. Pan Pacific
Investment Corp.
1.Spouse of the
representative
2. The same person who
is the representative
3. The representative is
the same as the
supervisor.
-
Lasertech Holding
International Ltd.
Representative: Chiu Chi
Ching
2,248,786 3.71% - - - - 1.Wilber Huang
2. Harmony
Investment Co.,
Ltd.
3. Pan Pacific
Investment Corp.
1. Spouse of the
representative
2. The same person who
is the representative
3. The representative is
the same as the
supervisor
-
Pan Pacific Investment Corp.
Representative: Wu Cong Lin
1,839,014 3.04% - - - - 1.Harmony
Investment Co.,
Ltd.
2. Lasertech Holding
International Ltd.
3. Wilber Huang
1.The supervisor is the
same as the
representative
2.The supervisor is the
same as the
representative
3. Spouse of the
supervisor
-
TCI Co., Ltd.
Representative: Lin Yong
Siang
1,500,000 2.48% - - - - None None -
China Wire & Cable Co., Ltd
Representative: Chen Zhao
Rong

1,037,017
1.71% - - - - None None -
Rong How Investment Co.,
Ltd.
Representative: Lee Huan
Xin
540,000 0.89% - - - - None None -
E.SUN Bank in custody for
Lasertech Investment Fund
510,374 0.84% - - - - Lasertech Holding
International Ltd.
Trust account -
Hong Zhen Mei 460,386 0.76%
-
- - - None None -
Li Run Yu 405,000 0.67% - - - - None None -
  • 69 -

3.9 The total number of shares and total equity stake held in any single enterprise by the company, its directors and supervisors, managerial officers, and any companies controlled either directly or indirectly by the company and total shareholding

December 31, 2023; Unit: Share; % December 31, 2023; Unit: Share; % December 31, 2023; Unit: Share; % December 31, 2023; Unit: Share; %
Affiliated Company
(Note)
Shareholding by the
Company
Shareholding
of
directors,
supervisors,
managers,
or
enterprises under
their direct or indirect control


Total Shareholding
Shares % Shares % Shares %
Abnova -GmbH (Note 1) 100 None (Note 1) 100
Abnova Holding
Corporation
52,700 100% None 52,700 100%
Abnova (Cayman)
Corporation
0 0% 2,605,000 100% 2,605,000 100%
Abnova (HK) Limited 0 0% 1,670,000 100% 1,670,000 100%
Abnova Diagnostics
(Japan)
0 0% 1,800,000 100% 1,800,000 100%
AxleBio Ventures 130,000 100% None 130,000 100%
Citil Pharma Incorporated
Note 2
0% 4,335,000 60% 7,224,000 100%

Note 1: Affiliated enterprise which is a subsidiary established in Germany, that is a limited liability company without issued shares.

Note 2: In August 2023, the Company sold its equity interest in its affiliate, Citil Pharma Incorporated, to its subsidiary, AxleBio Ventures, for NT$342,000. This transaction was part of an organizational restructuring under joint control.

  • 70 -

IV. Capital Overview

4.1. Capital and Shares 4.1.1 Source of capital stock

Unit: 1000 shares; NT $1,000

Unit: 1000 shares; NT $1,000 Unit: 1000 shares; NT $1,000 Unit: 1000 shares; NT $1,000
Year/ Month Par
Value
(NT$)
Authorized share
capital
Paid-in capital Remark
Shares Amount Shares Amount Sources of capital stock ~~Capital~~
increased
by assets
other
than cash


Others
2002.01 10 3,000
30,000

1,200

12,000
Incorporation Approval
letter
No.
Government-Construction-
Commercial-09013830700
2002.11 10 23,000
230,000

10,759
107,586 Capital increase by cash
of NT$ 95,586 thousand
Approval letter No. MOEA-
Business-09101451900
2003.06 12 23,000
230,000

16,697
166,974 Capital increase by cash
of NT$ 59,388 thousand
Approval
letter
No.
Government-Construction-
Commercial-09211610410
2003.12 12 23,000
230,000

21,424
214,241 Capital increase by cash
of NT$ 47,267 thousand
Approval
letter
No.
Government-Construction-
Commercial-09226503310
2004.03 21,424
214,241

21,424
214,241 Reduction of authorized
share capital
Approval
letter
No.
Government-Construction-
Commercial-09307359410
2004.10 12 60,000
600,000

32,543
325,428 Capital increase by cash
of NT$ 111,187 thousand
Approval
letter
No.
Government-Construction-
Commercial-09317037340
2004.12 12 60,000
600,000

38,669
386,692 Capital increase by cash
of NT$ 61,264 thousand

Approval
letter
No.
Government-Construction-
Commercial-09326631600
2005.10 12 60,000
600,000

44,272
442,724 Capital increase by cash
of NT$ 56,032 thousand

Approval
letter
No.
Government-Construction-
Commercial-09417987820
2006.06 12 60,000
600,000

50,795
507,946 Capital increase by cash
of NT$ 65,222 thousand

Approval
letter
No.
Government-Construction-
Commercial-09579697300
2007.04 60,000
600,000

30,000
300,000 Reduction
of
paid-in
capital

Approval
letter
No.
Government-Construction-
Commercial-09683490120
2007.05 20 60,000
600,000

38,240
382,399 Capital increase by cash
of NT$ 82,399 thousand
Approval
letter
No.
Government-Construction-
Commercial-09684761500
2007.10 10 60,000
600,000

41,907
419,071
Capital increase by
issuance of stock
warrants of NT$ 36,672
thousand
Approval
letter
No.
Government-Construction-
Commercial-09690441110
2008.01 37 60,000
600,000

50,825
508,251 Capital increase by cash
of NT$ 89,180 thousand
Approval letter No. MOEA-
Business-09601321130
2008.01 10 60,000
600,000

52,899
528,989
Capital increase by
issuance of stock
warrants of NT$ 20,738
thousand
Approval letter No. MOEA-
Business-09701009470
2008.07 10 80,000
800,000

54,058
540,579
Capital increase by
issuance of stock
warrants of NT$ 11,590
thousand
Approval letter No. MOEA-
Business-09701160610
2008.12 10 80,000
800,000

54,158
541,579
Capital increase by
issuance of stock
warrants of NT$ 1,000
thousand
Approval letter No. MOEA-
Business-09701325300
2010.01 68 80,000
800,000

59,547
595,469 Capital increase by cash
of NT$ 53,890 thousand
Approval letter No. MOEA-
Business-09901004550
2015.08 80,000
8 00,000

58,047
580,469
Capital reduction by
reduction of treasury
shares of NT$ 15,000
thousand
Approval letter No. MOEA-
Business-10401153090
2016.09 80,000
800,000

58,790
587,899
Recapitalization of
retained earnings of NT$ 7,430 thousand
Approval letter No. MOEA-
Business-10501235390
2017.09 80,000
800,000

60,554
605,536
Recapitalization of
retained earnings of NT$ 17,637 thousand
Approval letter No. MOEA-
Business-10601130440
  • 71 -

March 24, 2024; Unit: Share

Types of Shares Authorized share capital Authorized share capital Authorized share capital Remark
Issued shares
(Note)
Unissued Shares
Total
Common stock 60,553,594
19,446,406

80,000,000

Note: The shares of a listed company.

4.1.2 Composition of Shareholders

4.1.2 Composition of Shareholders 4.1.2 Composition of Shareholders 4.1.2 Composition of Shareholders 4.1.2 Composition of Shareholders
March 24, 2024; Unit: Person; Share; %
Type of
Shareholders
Quantity


Government
Agencies

Domestic
Financial
Institutions

Domestic
Securities
Investment
Trust
Funds

Other
Domestic
Juridical
Persons
Domestic
Natural
Persons
Foreign
Institutions
and
Natural
Persons

Total
Number of
Shareholders
1 252 38,746 43 39,042
Shareholding 154 7,518,174 45,520,971 7,514,295 60,553,594
Shareholding
Percentage
12.42% 75.17% 12.41% 100.00%

4.1.3 Distribution of Shareholding

1. Common Share March 24, 2024; Unit: Person;

1. Common Share March 24, 2024; Unit: Person;
Share; %
Shareholding Range Number of
Shareholders
Shareholding Shareholding
Percentage
1-999 27,755 1,029,601 1.70%
1,000-5,000 9,781 17,930,177 29.61%
5,001-10,000 905 7,227,398 11.94%
10,001-15,000 206 2,640,408 4.36%
15,001-20,000 135 2,483,334 4.10%
20,001-30,000 103 2,599,892 4.29%
30,001-40,000 47 1,673,959 2.76%
40,001-50,000 28 1,274,668 2.11%
50,001-100,000 43 3,047,657 5.03%
100,001-200,000 15 2,237,473 3.70%
200,001-400,000 13 3,368,012 5.56%
400,001-600,000 5 2,316,760 3.83%
600,001-800,000 0 0 0%
800,001-1,000,000 0 0 0%
1,000,000 6 12,724,255 21.01%
Total 39,042 60,553,594 100.00%
  1. Preferred Share: The Company does not issue preferred shares.

  2. 72 -

4.1.4 List of major shareholders

4.1.4 List of major shareholders 4.1.4 List of major shareholders
March 24, 2024; Unit: Share; %
Shares
Major Shareholders

Shareholding
Shareholding
Percentage
Wilber Huang 3,651,144 6.03%
Harmony Investment Co., Ltd. 2,448,294 4.04%
Lasertech Holding International Ltd. 2,248,786 3.71%
Pan Pacific Investment Corp. 1,839,014 3.04%
TCI Co., Ltd. 1,500,000 2.48%
China Wire & Cable Co., Ltd 1,037,017 1.71%
Rong How Investment Co., Ltd. 540,000 0.89%
E.SUN Bank in custody for Lasertech Investment
Fund
510,374 0.84%
Hong Zhen Mei 460,386 0.76%
Li Run Yu 405,000 0.67%

4.1.5 Information on share prices, net worth per share, earnings per share, dividends per share for the past 2 fiscal years

Unit: NT$; 1,000 shares Unit: NT$; 1,000 shares
Item Year 2022 2023 Current fiscal
year
up to April 3,
2024
(Note 7)
Market price
per share
(Note 1)
Highest 84.9 41.55 38.00
Lowest 31.3 30.95 31.30
Average 42.74 34.90 35.10
Net worth per
share (Note
2)
Before distribution 21.34 21.24 Not applicable
After distribution 20.54 20.44(Note 6) Not applicable
Earnings per
share
Weighted average shares 60,554 60,554 60,554
Earnings
per share
Before Adjustment 1.24 0.72 Not applicable
After Adjustment 1.24 0.72 Not applicable
Dividend per
share
Cash dividends 0.8 0.72 Not applicable
Bonus
shares
Stock Dividend from
Retained Earings
0 0 Not applicable
Stock Dividend from
Capital Reserve
0 0 Not applicable
Accumulated unpaid dividend 0 0 Not applicable
Investment
return
analysis
Price / Earnings ratio (Note 3) 34.47 48.47 Not applicable
Price / Dividend ratio (Note 4) 53.43 48.47 Not applicable
Cash dividend yield rate (Note 5) 1.87% 2.06% Not applicable

Note 1: The highest and lowest market prices for each year is provided, with the average price for the year computed based on each year’s transaction amount and volume.

  • Note 2: Use the number of the issued shares at year’s end and the distribution passed at the following year’s shareholders’ meeting to fill in.

Note 3: Price / Earnings ratio= Average closing price for the year / earnings per share.

  • Note 4: Price / Dividend ratio= Average closing price for the year / cash dividend per share, which is calculated based on the proposed cash dividend distribution approved by the Board of Directors.

  • Note 5: Dividend yield= Cash dividend per share / average closing price for the year, which is calculated based on the proposed cash dividend distribution approved by the Board of Directors.

  • Note 6: The earnings distribution proposal has not yet been presented for approval at the shareholders’ meeting.

Note 7: Listed net worth per share and earnings per share are according to the report reviewed by CPA in the latest quarter of the date of the publication of this annual report. Other columns show information for the current year as of the date of the publication of the annual report.

  • 73 -

4.1.6 Company's dividend policy and its state of implementation

  1. The dividend policy of the Company is based on the provisions of the Company's Articles of Incorporation, and the relevant provisions are as follows: Article 24:

If the Company makes profits (after deducting the pretax income for remuneration to employees and directors), it shall set aside not less than 1% of its annual profit to employees as a profit sharing and not more than 3% as the compensation for directors. However, if the Company has accumulated losses (including adjustment to undistributed earnings), the losses to be covered shall first be reserved.

The aforementioned employees’ compensation can be distributed in the form of shares or cash, and the employees who are entitled to receive the compensation including the employees of subsidiaries who meet the requirements set by the Board of Directors. The aforementioned director’ compensation can only be distributed in cash,

Both the aforementioned compensation distribution for employee and director shall be approved by a meeting of the Board of Directors, and a report of such distribution shall be submitted to the shareholders’ meeting.

Article 24-1:

If the Company has net profit after tax for the current period, it shall first be deducted to cover accumulated losses (including adjustment to undistributed earnings), set aside 10% of such profits as a legal reserve as required by law. However, when the legal reserve amounts to the authorized capital, this shall not apply. Then, appropriate another sum as a special reserve as required by law or regulations of the competent authority. If there is any remaining balance, together with the undistributed earnings at the beginning of the period (including adjustments to undistributed earnings), a proposal of surplus earning distribution shall be submitted to the Board of Directors for approval. For the distribution of dividends and bonus in the form of cash, it shall be decided by a resolution to be adopted by a majority voting of the directors present at a meeting of its Board of Directors attended by two-thirds of the directors of the Company, and the decision shall be reported to the shareholders' meeting. If the surplus earnings are distributed in the form of new shares, it shall be approved by the resolution of shareholders' meeting.

The Article 240, paragraph 5 of the Articles of Incorporation of the Company authorizes the distributable dividends and bonuses in whole or in part may be paid in cash after a resolution has been adopted by a majority vote at a meeting of the Board of Directors attended by twothirds of the total number of directors; and in addition thereto a report of such distribution shall be submitted to the shareholders’ meeting.

The dividend policy of the Company in line with current and future development plans, taking account of factors such as investment environment, funding needs, competition at home and abroad, shareholders' interests, etc. The Company will set aside not less than 10% of the distributable earnings as dividends and bonus every year. However, the Company will not make distribution if the accumulated distributable earnings are less than 3% of the paid-in capital. Dividends and bonuses can be distributed in the form of cash or shares, in which the cash dividend shall not less than 10% of the total dividends.

  1. The dividend distribution proposed in the most recent shareholders' meeting:

  2. (1) The accumulated unappropriated retained earnings are NT$ 64,923,293, added the net profit after tax in 2023 is NT$ 43,677,854. Less NT$ 618,052 earnings due to remeasurements of the net defined benefit plan and set aside NT$ 4,305,980 legal reserve and NT$ 291,781 special reserve, the distributable net profit is NT$ 103,385,334. The proposed dividend to shareholders is NT$ 43,598,588, with NT$0.72 per share is proposed.

  3. (2) The proposed cash dividend will be calculated based on the shareholding as recorded in the shareholders' roster on the ex-dividend date and will be rounded down to the nearest whole dollar. The Chairman is authorized to appoint designated person to adjust the total amount of the fractional amounts less than NT$ 1.

  4. 74 -

  5. (3) The aforementioned dividend distribution is proposed to be distributed first based on the earnings of FY 2023.

  6. (4) The Board of Directors is authorized to set the ex-dividend date and the dividend distribution date after the proposal is approved by the AGM.

Abnova (Taiwan) Corporation 2023 Profit Distribution Statement

Abnova (Taiwan) Corporation
2023 Profit Distribution Statement
Abnova (Taiwan) Corporation
2023 Profit Distribution Statement
Abnova (Taiwan) Corporation
2023 Profit Distribution Statement
Unit: NT$
Item Amount
Beginning retained earnings 64,923,293
Add: 2023 net profit after tax 43,677,854
Less: Remeasurements of the net defined benefit plan
recognized in retained earnings (Note1)

(618,052)
Net profit after tax of the current period plus the amount
of items other than net profit after tax of the current
period included in the unappropriated retained earnings
of the current year


43,059,802
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
  • Note 1: Other comprehensive profits and losses are recognized according to the pension actuarial report.

  • Note 2: 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.

  • 4.1.7 Effect upon business performance and earnings per share of any stock dividend distribution proposed or adopted at the most recent shareholders’ meeting: No stock dividend is distributed for the current FY.

4.1.8 Profit-sharing compensation of employees and directors

  1. The percentages or ranges with respect to employee and director profit-sharing compensation, as set forth in the Articles of Corporation of the Company: Article 24 of the Articles of Corporation of the Company:

  2. If the Company makes profits (after deducting the pretax income for remuneration to employees and directors), it shall set aside not less than 1% of its annual profit to employees as profit sharing and not more than 3% as compensation for directors. However, if the Company has accumulated losses (including adjustment to undistributed earnings), the losses to be covered shall first be reserved.

  3. The aforementioned employees’ compensation can be distributed in the form of shares or cash, and the employees who are entitled to receive the compensation including the employees of subsidiaries who meet the requirements set by the Board of Directors. The aforementioned director’ compensation can only be distributed in cash.

Both the aforementioned compensation distribution for employee and director shall be approved by a meeting of the Board of Directors, and a report of such distribution shall be submitted to the shareholders’ meeting.

  1. The basis for estimating the amount of employee, director, and supervisor profit-sharing compensation, for calculating the number of shares to be distributed as employee profit-sharing compensation, and the accounting treatment of the discrepancy, if any, between the actual distributed amount and the estimated figure, for the current period: The estimated amount of profit-sharing compensation for employees and directors is calculated based on the Articles of

  2. 75 -

Corporation of the Company. If a stock dividend is resolved to be distributed, the number of shares is determined based on the closing price of the day before the shareholders' meeting and the impact of ex-rights and ex-dividend are taken into account. If there is a difference between the actual distribution amount and the estimated amount, it shall be regarded as changes in accounting estimate and recognized as profit or loss of the year of actual distribution.

  1. Information on any approval by the board of directors of distribution of profit-sharing compensation: See Page 24-25 for details.

  2. The actual distribution of employee, director, and supervisor profit-sharing compensation for the previous fiscal year (with an indication of the number of shares, monetary amount, and stock price, of the shares distributed), and, if there is any discrepancy between the actual distribution and the recognized employee, director, or supervisor profit-sharing compensation, additionally the discrepancy, cause, and how it is treated:

  3. (1) The proposed distribution of cash compensation for employees of NT$4,178,700 and directors of NT$795,200 for FY2022 was approved by the Board of Directors on February 24, 2023, and reported to the shareholders' meeting on May 15, 2023.

  4. (2) If there is any discrepancy between the actual distribution and the recognized employee, director, or supervisor profit-sharing compensation, additionally the discrepancy, cause, and how it is treated: No discrepancy between the aforementioned distribution amounts and the recognized expenses for employees, directors, and supervisors for the fiscal year. Reason for the discrepancy: None.

Treatment of the amount of difference: No discrepancy for the current period.

4.1.9 Share repurchases by the Company: None.

  • 4.2 Issuance of corporate bonds: None.

  • 4.3 Preferred shares: None.

  • 4.4 Global depository receipts: None.

  • 4.5 Employee share subscription warrants: None.

  • 4.6 New restricted employee shares: None.

  • 4.7 Issuance of new shares in connection with mergers or acquisitions or with acquisitions of shares of other companies: None.

4.8 Capital allocation plans

With respect to each uncompleted public issue or private placement of securities, and to such issues and placements that were completed in the most recent 3 years but have not yet fully yielded the planned benefits, the annual report shall provide a detailed description of the plan for each such public issue and private placement: None.

  • 76 -

V. Operational Highlights

5.1 Business Activities

5.1.1 Business Scope

  1. The main scope of the company's business activities:

  2. (1) Recombinant protein for research use only (RUO)

  3. (2) Polyclonal antibodies for RUO, including mouse MaxPab, rabbit MaxPab, and rabbit DNAxPab

  4. (3) Monoclonal antibodies and recombinant antibodies for RUO

  5. (4) Antibody pairs

  6. (5) Customized recombinant protein and antibody for RUO

  7. (6) Other major products:

  8. A. Cell Lysate Preparation for RUO

  9. B. Kits for RUO

  10. C. Fluorescent dye

  11. D. DNA probes for in situ hybridization (ISH)

  12. E. mutaFISH™ probes

  13. F. Small-molecule RNA probe (TNA dig miRNA Probe)

  14. G. Tissue Slide

  15. H. Beads, ActiveBeads

  16. I. Pseudovirus

  17. J. Laboratory disposable reagents

  18. K. Negative Enrichment Cell Isolation and Retrieval System (LiquidCell™)

  19. L. High-throughput extraction and purification precipitation system (Precipitor™ 32 Plus)

  20. M. Non-invasive Circulating Rare Cell (CRC) Positive Enrichment & Retrieval System (CytoQuest™ CR )

  21. N. CytoQuest™ kits and consumables

  22. O. Spiral Hybrid Magnetic Bead Treatment System (Spiraltor™ 48)

  23. P. Spiral Hybrid Magnetic Bead Treatment System (SpiralPipet™)

  24. Q. All-in-One Imaging System with Artificial Intelligence Solution (CytoView™)

  25. Existing products (services) provided by the Company

  26. (1) Protein: 25,373 types Recombinant protein: 25,108 types Protein- fragment: 9,319 types Protein- full-length: 14,353 types Activated protein: 3,034 types

  27. (2) Polyclonal antibody (Pab): 49,463 types

  28. (3) Pab (mouse MaxPab): 9,045 types Pab (rabbit MaxPab):4,366 types Pab (rabbit DNAxPab): 12,199 types

  29. (4) Monoclonal antibody (mAb): 43,909 types Recombinant antibody (rAb): 5,948 types

  30. (5) Antibody Pair: 4,040 types

  31. (6) Other major product

  32. A. Cell Lysate Preparation for RUO: 8,998 types

  33. B. Kit: 4,259 types

  34. C. Fluorescent dye: 117 types

  35. D. DNA probe for ISH: 1,369 types

  36. E. mutaFISH™ probe: 32 types

  37. F. TNA dig miRNA Probe: 53 types

  38. G. Tissue Slide: 480 types

  39. H. Beads: 25 types ActiveBeads: 2 types

  40. I. Pseudovirus: 9 types

  41. 77 -

  42. J. Laboratory disposable reagents: 217 types

  43. K. LiquidCell™: 1 types

  44. L. Precipitor™ 32 Plus: 1 type

  45. M. CytoQuest™ CR: 1 type

  46. N. Spiraltor™ 48: 1 type

  47. O. SpiralPipet™: 1 type

  48. P. CytoQuest™ CR kits and consumables: 55 types

  49. Q. CytoView™: 1 type

  50. (7) Customized products: The Company also accepts product customization, and the feasibility of customization is evaluated through the discussion on the professional details and product specifications between the technical personnels from both parties.

  51. Development of new products

(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,

  • 78 -

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:

  • (A)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.

  • (B)The Humanized Monoclonal Antibodies Relevant to Cytotherpy:

  • 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

  • 79 -

engineering, offering customers convenient research tools to meet the rapid development needs in the field of cytotherapy.

  • (C)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 models. It is expected that in 2024, optimization of the mRNA cancer vaccine for triplenegative 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.

5.1.2 Overview of the industry

  1. Current status and development of the industry

  2. (1) Current status of the global biotech industry's development

Despite the disruptions caused by COVID-19 in 2022, fortunately, vaccination rates in various countries have increased. The WHO also officially lifted the global health emergency status for COVID-19 in May 2023, and pandemic prevention and control has returned to normal. Economic activity has visibly picked up, and academic research and development have gradually resumed. For biotech industry, since the outbreak of the COVID-19 pandemic at the end of 2019, biotech companies around the world have been actively developing COVID-19 related products and applications such as testing services, rapid screening products, neutralizing antibodies, vaccines, therapeutic drugs, etc., in response to the post-pandemic era. Other than the pandemic related product development, there continues to be a demand for drugs and treatment as the number of patients with other diseases do not reduce due to pandemic. Therefore, the market demand for pharmaceuticals is still maintained at the past level, and major pharmaceutical companies also continue to develop drugs for various other diseases. The new drug review for marketing also gets backs on track, and the overall biotech industry has visibly recovered.

Apart from the impact of the COVID-19 pandemic, the economic development in Europe and the US is still being affected by inflation, unresolved wars between the borders of Europe and Asia and the unpredictable situation in the Middle East has greatly impacted the stability of the world economy.

Governments continue to adopt new healthcare systems, reducing healthcare costs, improving healthcare efficiency and services, minimizing healthcare waste, as well as driving the

  • 80 -

development of emerging technologies such as telemedicine and digital healthcare, etc. at the same time, leading the growth and development of the global biotech industry and alleviating the impact of economic factors and pandemics. In a macro view, biopharmaceuticals and medical devices are still the two major markets in the biotech industry.

  • ➢ Global pharmaceutical market

  • Non-essential medical procedures are reduced due to healthcare personnel control during the pandemic.

  • ➢ Following a gradual lifting of restrictions by many countries and returning to normal life, a modest growth in the global pharmaceutical market is observed,

  • the sales of high-growth drugs have stabilized, and the competition of generic drugs is remained intense. An approximate 65% of the global pharmaceutical market share is mainly contributed by the advanced countries such as Europe, the US, Japan, Canada, and Australia, of these, the US has maintained its market leadership in the global largest pharmaceutical market. Global new drug developers mostly target the markets in Europe and the US for new drug listing. While the rapid development of the pharmaceutical markets in Mainland China, Brazil, India, and Russia is noteworthy, which account for approximately 25% of the global pharmaceutical market share, with slight growth, expecting will become important players in the growing pharmaceutical market. Based on the survey conducted by Evaluate Pharm, cancer drugs, immunosuppressive agents, and diabetes drugs remain are the world's top three therapeutic drug categories in the future. With the development of innovative therapies, cancer drugs are expected to grow at a compound annual growth rate (CAGR) of 13-16%, indicating a significant increase in growth rate. The immunosuppressive agents are expected to grow at a CAGR of 3-6% in the next 5 years, the growth momentum has been slightly revised downward as the listing of related biosimilars has impacted on the use of drugs for the disease and slowed down its market growth. The CAGR for hypoglycemic drugs also being revised downward to 3-6%. The sales of the specialty drugs that used to treat chronic diseases, rare diseases, etc. is expected to increase to 40% of the global pharmaceutical market share by 2024. The development of the pharmaceutical market will be influenced by the adoption of Real World Data/Real World Evidences by the US FDA as a reference for drug review decision-making, as well as changes in the medical environment such as niche biological therapies become mainstream, the uses of mobile medical apps and telemedicine, reduced expenditure on brand drug, the promotion of specialty drugs, slow growth trend for emerging pharmaceutical markets, competition in biosimilars, etc. IQVIA forecasted that the global pharmaceutical market will grow at a CAGR of 5.4% in the next 5 years.

The US FDA promotes multiple initiatives for new drug review and listing, including orphan drugs, Fast Track, Breakthrough Therapy, Priority Review, and Accelerated Approval, etc. which simplify or accelerate the review process, shortening the time required for new drug listing. The rigorous review process for new drug listing by the US FDA, coupled with the fact that the US is the world's largest pharmaceutical market, and

  • 81 -

the drug prices are determined by market mechanisms, resulting in many manufacturers have regarded the US as the first country for new drug listing. This not only allows them to grasp market opportunities, but it also will be more beneficial to their subsequent review in other countries, further strengthening the leading position of the US in the world's new drug market.

From the perspective of drug categories, IQVIA analyzed and estimated that cancer drugs, immunosuppressive agents, and hypoglycemic drugs will remain as the top three therapeutic drug categories in 2026. Meanwhile, out of the top ten drugs, nine of them are biologics (including mAb and recombinant proteins). The rapid growth of the mAb market drives the manufacturers to actively develop new generation antibody technologies and applications, such as antibody-drug conjugates and targeted antibodies immunotherapy, reflecting biologics are increasingly significant for the global pharmaceutical market expansion.

==> picture [415 x 243] intentionally omitted <==

➢ Global medical device market

With the pandemic subsiding, economic activity has resumed, and the in-vitro diagnostic industry, which benefited from the pandemic, also came to an end at the end of 2022. In the past two years, non-essential medical procedures and surgeries, such as those in orthopedics and dentistry were delayed or reduced due to the pandemic, however, its medical device demand now has resumed. The changes in medical procedures also affect the demand and the sales of the medical devices, as reflected in the changes in medical devices and their market demand which has approached the pre-pandemic levels. The US still is the world’s largest medical device market, accounting for approximately 51.7% of the market share, and followed by Western Europe with approximately 23.5% of the market share. It is estimated that the market ranking will not change much in the future, that the US, Western Europe, and Asia-Pacific (including China and Japan) will remain as the top three largest markets. The US medical insurance provides strong support for US medical device manufacturers for sustained development, coupled with the rising demand for medical care with the increase in elderly people. Driven by strong supply and demand, the market grew steadily. It is expected that the US will remain as the market leader in the

  • 82 -

world's medical device market in the coming few years. The demand structure for various medical products has returned to the pre-pandemic patterns. After Biden has been appointed as US President, various medical policies are continuously introduced in response to COVID-19 pandemic, expanding insurance coverage, establishing US medical device supply chain, promoting the procurement of US medical devices, are all driving the development of medical device market. The prospect of the US medical device industry is relatively promising.

Looking at the demand for medical devices during the COVID-19 pandemic, Europe was facing an undersupply of personal protective equipment, rapid screening products, respiratory therapy equipment, etc. due to the outbreak. The rapid spike in the number of confirmed cases also caused a severe shortage of medical facilities and resources. However, with the rise in vaccination rate, the supply of epidemic prevention supplies has been slightly relieved.

In view of Europe is the world's most aged population, the demand for related medical care products continues to grow as the elderly population keeps increasing, that has increased the financial burden of Western European governments. Furthermore, uncertainties and risks still exist in the EU region, such as unpredictable future pandemic conditions, high inflation rates, unresolved war between Ukraine and Russia, and continuing high energy prices, posing unpredictable risks and challenges to Western European economies. Germany is the largest economy of the EU, leading the growth of European economies. However, the recovery of the German economy is slow, and the United Kingdom's financial difficulties have led to the tightening of its national healthcare spending, which has also limited the development of the medical equipment market, hence the subsequent development is noteworthy.

Mainland China is another major market in the Asia-Pacific region and the third largest world's medical device market. Although the domestic medical resources were overwhelmed due to the outbreak, the demand for medical care will grow along with the rise of elderly population. Mainland China has ambitious plans for the development of the pharmaceutical industry. In addition to strengthening the R&D in big data and artificial intelligence applications, Mainland China is actively constructing high-end equipment, clustering emerging biomedical industries, and improving remote healthcare networks, etc. Despite being affected by the US-China trade war, the industrial competition between the US and Mainland China continues to escalate, which may affect the upstream supply chain and the US manufacturers' layout strategies in China, thereby promoting the development of China's biomedical industry, meanwhile, domestic leading manufacturers will be selected with first priority, replacing imported products. With policy support and the support of a huge domestic demand market, the future development of Mainland China's medical device industry is worth concern and anticipate.

According to the BMI Research's study, it is estimated to grow at the CAGR of approximately 6.7% from 2021 to 2025.

  • 83 -

==> picture [416 x 224] intentionally omitted <==

In addition to the pharmaceutical and medical device markets, the digital healthcare and precision medicine markets are also the two key development directions with promising prospects. This is mainly in response to the global aging society, resulting in a rise in medical expenditures and a shortage of healthcare manpower. Advanced countries like Europe, the US, and Japan continue to promote preventive medicine and smart digital healthcare, strengthen medical information exchange and data security protection, big data databases, and artificial intelligence, achieving personalized treatment, reducing unnecessary medical expenses, improving medical quality. As the COVID-19 pandemic has changed the health care-seeking behavior of people that also driven the telemedicine market, alleviating the shortage of healthcare manpower.

  • (2) Current status of the biotech industry's development in Taiwan

It is projected that Taiwan will become a super-aged society by 2025. Coupled with the global pandemic and the burden of medical costs arising from chronic diseases, the government is promoting the "Taiwan Precision Medicine Initiative" under the "2030 Health for All" program. Building upon the solid foundation laid in the biotech industry, this initiative aims to leverage the advantages and resources in precision health to strengthen healthcare, medical devices, pharmaceuticals, and agricultural biotechnology, pushing forward the development of biomedical industry and advancing the health and welfare of the nation's citizens. In addition, the implementation deadline for the Act for The Development of Biotech and New Pharmaceuticals Industry was originally scheduled until the end of 2021, but it was deferred to the end of 2031 and renamed as “Act for the Development of Biotech and Pharmaceutical Industry". The Act is additionally applicable to the industry that deals in new dosage forms, digital medicine, innovative technology platforms dedicated to biotech and pharmaceutical industry and the biotech and pharmaceutical companies entrusted with development and manufacturing. The Act encourages both R&D and manufacturing, integrating the advantages of Taiwan's medical technology and information and communication technology to develop biotech and pharmaceutical products that can be more precisely used for treatment, diagnosis, and prevention. The product development and listing can be expedited by using policy tools such as industry guidance, R&D subsidies, tax benefits, and technology business recommendations, etc.

  • 84 -

The future development of Taiwan's biotech industry will focus on (1) strengthening the sustained growth of the industry's operations; (2) facilitating the new drugs and medical devices in gaining access to the international markets; (3) accelerating the development of biotech clusters; and (4) improving the regulatory environment to promote emerging industries such as digital healthcare, precision medicine, regenerative medicine, and elderly health and wellness market, as well as strengthening collaboration with global and regional markets. New therapies and technologies are providing new business opportunities as the government relaxes regulations. It is expected that cell therapy will drive medical tourism and attract foreigners to seek medical attention in Taiwan, shaping a new image for Taiwan's biotech and pharmaceutical industries and establishing Taiwan as an international R&D center for biotech and pharmaceutical.

With the promotion of the biotech industry by government, combining with the complementary development of technology, talent, funding, regulations, clusters, etc., in addition to increasing the willingness of domestic companies to invest, it is also anticipated that it will attract multinational biotech companies to invest in Taiwan or engage local biotech professionals by converging the regulations with the international standard. The government is confident and determined in promoting Taiwan's biotech industry, and with the support of the semiconductor industry, the future development of the biotech industry can access more opportunities in the market.

==> picture [373 x 271] intentionally omitted <==

  1. The relationship between the upstream, midstream, and downstream sectors of the industry. (1) Antibody reagent category

  2. Antibodies and proteins are the major products of the Company, the relationship between the upstream, midstream, and downstream sectors is illustrated in the diagram below:

  3. 85 -

Upstream Midstream Downstream application industries Downstream application industries

Biochemical R&D industry
Agriculture (agricultural
diagnostic reagents)
Medical industry (medical
diagnostic reagents,
drug development, biomarkers)
Raw materials for antibodies
and proteins and expression
Antibodies and proteins
Agriculture (agricultural
diagnostic reagents)

In terms of the industry structure for the antibody and protein production and marketing process, the production of the raw materials and expression systems for recombinant proteins are the key for the upstream industry. Midstream industry is committed to the production of proteins and antibodies. The Company is the midstream industry of protein and antibody production, committed to large-scale production of product with high quality to supply to various agencies such as research institutions, medical systems, pharmaceutical companies, etc. for basic research. The downstream industry comprises mainly research institutions or enterprises related to biotechnology R&D, medical, and agricultural industry at home and abroad for various research and experiments.

(2) Detection system instruments

Upstream Midstream Downstream application industries

Mechanical components,
temperature control
components,
biochips, microfluidic
components
Instrument systems
Hospitals
Medical industry
(drug development)
Research institutions
Hospitals
Research institutions

The upstream source of the CRC enrichment, collection, and isolation system is the assembly and production of various mechanical, temperature control, microfluidic components and biochips, that mainly used for CTC and circulating fetal cells (CFC) enrichment, collection, and isolation. The downstream industry for CTC detection can be used for clinical applications in hospitals or scientific research, including early tumor screening, prognosis assessment, individualized treatment strategy development, efficacy and drug resistance monitoring, and recurrence and metastasis warning, as well as R&D of new anti-tumor drugs by pharmaceutical companies. The CFC enrichment test can be used for research on fetal genetic disorders and gene defects.

3. Various development trends for products

  • (1) Antibody reagent category

Proteins are made through gene transcription and translation that carry out the functional roles of genes. While antibodies are the essential tools for understanding proteins and their functions. Antibodies not only can be widely used in the reagent market, but they also give higher value if used in medical diagnostic reagents and drug development. Proteins are interacted with one another during the process of disease development, which has changed the research method to investigate multiple proteins in one time, to effectively understand the complexity of proteins and may understand the reason for pathological changes. This is the reason why it is necessary to obtain antibodies in a large amount in research. Antibodies play a vital role in medical research or therapy as the current biotech industry still relies on antibody as a tool for the related research. In recent years, European and American countries have attached increasing importance to the humane treatment of research animals. In the future, the preparation of antibodies will change to cell culture method to replace the current common method that

  • 86 -

produces mAb using ascites, which will affect production costs and the existing manufacturing process also need to adjust.

Abnova announces a new antibody program focusing on producing nanobodies using highimpact rodent and human genes. The program aims to advance next-generation antibody and bispecific antibody therapies, immunotherapy, cell and gene therapies, cancer vaccines, and delivery systems. Nano-antibodies are expected to address the current challenges and barriers to treating human diseases, changing the landscape of the therapeutic field. Beginning in 2024, Abnova is committed to the mass production and launch of a full range of nanobodies as a ready-made reagent for research findings, pre-clinical and clinical development, as well as a direct product for diagnostics and therapeutics.

  • (2) RNA vaccines

In terms of pandemic prevention, RNA vaccines are an important trend for future development. Compared to traditional attenuated vaccines, RNA vaccines only require gene sequences for development, hence the cost is lower. Moreover, its manufacturing process is simpler and faster as it does not involve cell or embryo cultivation. As clinical trials of vaccines are often time-consuming, a rapid production of vaccines is extremely vital in public health emergency. Abnova plans to use mRNA, saRNA (self-amplifying RNA) and circRNA platforms for disease prevention and R&D in treatment.

  • (3) Detection system instruments

  • The diagnosis and treatment of cancer have been a significant challenge for the global medical community in recent decades. Study has demonstrated that if more people are screened regularly for cancer, the cancer related mortality rate as high as 35% could have been prevented. While during cancer treatment, early detection of tumor metastasis and recurrence is also vital in improving survival rates. The significant discrepancies in the dynamics of primary and metastatic tumor cells and the spread of tumor cells to different organs pose a challenge to the monitoring of tumor cell development and the prognosis of drug treatment for most cancers. Hence, many cancers are often misdiagnosed due to sampling biases in tissue biopsies. In recent years, governments and healthcare organizations worldwide have increasingly paid attention to precision medicine that develops personalized tumor treatment based on molecular subtyping. Precision health takes into account individual variability in genotype or gene expression, environment, lifestyle and molecular basis of disease to precisely predict, prevent, diagnose, and treat diseases. Liquid biopsy can be regarded as one of the important directions for the development of precision health industry. Compared to traditional tissue biopsies, liquid biopsy has the following five major characteristics: non-invasive, fast, accurate, real-time, and diversity of applications. Clinically, liquid biopsy is more competitive in diagnosing, monitoring, and evaluating the effectiveness of drug treatment for diseases. The report published by Research and Markets in July 2021 has shown that the liquid biopsy market is expected to grow at a CAGR as high as 15% from 2021 to 2026, with an annual turnover of nearly USD$ 10 billion in 2026. Therefore, cancer diagnosis methods using liquid biopsy technology have been gradually developed and validated for its clinical effectiveness by biomedical researchers in various countries in recent years. Liquid biopsies consist of tumor-derived entities like CTCs, circulating tumor DNA, and exosomes, etc., which are shed from the primary tumor and intravasate into the patient's peripheral blood or other body fluids during the growth and metastasis of tumor cells. Compared to 2020, it is projected that the burden of cancer will increase by 50% in 2040, with an estimated number of new cancer cases approaching 30 million owing to the increased aging population globally. The automated CRC retrieval system independently developed by Abnova can capture CRCs present in blood for genetic analysis, with a view to achieving cancer prevention and treatment purposes.

  • 87 -

4. Product Competition

(1) Antibody reagent category

Pab is the most common antibody available in the market, and the traditional Pab is produced using peptide, which has poorly folded antigen-responsive protein that can only identify one epitope. Hence, it is limited to use in Western blot and immunofluorescence staining. mAb, which is the main product of the Company, not only can be used in immunohistochemistry, immunofluorescence, Western blot, antibody pair, and system development, but also, in recent years, it has been clinically used to treat cancer due to its high specificity. Also, the use of mAb to improve autoimmune diseases has achieved considerable progress and effectiveness. Small-molecule drugs have been gradually replaced by mAb therapy. Therefore, mAb will play a crucial role in biochemical R&D and drug development in the future. The Company not only has established a resourceful mAb database, but also provides high-quality Pab, antibody pairs, proteins, etc., as well as the newly developed nanobodies, their small-volume properties endow them with excellent tissue penetration capabilities, allowing access to hidden sites that are difficult for traditional antibodies to reach, meeting customer demands with a wide range of products.

Other than providing general reagents for RUO, the Company also complements and supports the applications of diagnostic systems in many aspects, particularly providing biological reagents relating to clinical trials and in vitro diagnostics. The selected biological reagents will be produced in accordance with GMP standards and provided to both internal and external customers of the Company for clinical trials or diagnostic medical device use.

The neutralizing antibody assay of Abnova provides a platform to integrate the lentiviral pseudo typed vector with luciferase reporter gene interacting with ACE2 expressing 293T cells. This platform is the gold standard for measuring neutralizing antibody titers and is widely used to measure neutralizing antibodies after vaccination with various types of vaccine production methods, including mRNA, viral vectors, protein, and peptide vaccines. All countries in the world are now deploying and implementing large-scale vaccination programs, and there are numerous of other vaccines are currently awaiting approval. At the same time, vaccines against mutated virus are still in the early stages of clinical trials, which will continue to drive the market for neutralizing antibody testing in the post-vaccination era.

(2) RNA vaccines

mRNA technology can also be applied to cancer therapy. The combined use of mRNA4157/V940 vaccine of Moderna Inc. and the Keytruda anti-cancer drug of Merck & Co Inc. has shown promising results in the treatment of melanoma. Combining Keytruda with mRNA4157/V940 vaccine can reduce the risk of recurrence or death by 44% compared to using Keytruda alone. Out of 17 patients who treated with BNT111 cancer vaccine developed by BNT in combination with PD-1 mAb, 6 of them have improvement and 2 of them are stable. Currently, BNT is conducting 14 clinical trials for cancer vaccines, with 10 in phase 1 and 4 in phase 2.

(3) Detection system instruments

CellSearch is a CTC detection system platform developed by Veridex, a subsidiary of Johnson & Johnson. It is currently the first and only product approved by the U.S FDA and the China Food and Drug Administration (CFDA) for the detection of CTCs to facilitate the diagnosis of malignant tumors. The introduction of CellSearch represents a symbolic significance as the CTC detection technology is permitted for clinical application, but not just for scientific research for the first time ever. CellSearch mainly utilizes the specificity of antibodies coated

  • 88 -

magnetic beads to identify EpCAM expressing CTCs and the CTCs are isolated from whole blood through immunomagnetic separation. The system is approved for use in predicting progression-free survival and overall survival rates for metastatic breast, colorectal, or prostate cancer. However, the system has currently been discontinued and terminated from sales due to numerous factors, including technical limitations such as the cell cannot be continuously used for analysis by downstream applications, as well as its high cost which is not affordable to the public.

Celsee PREP diagnostic system is a fully automated CTC enrichment and detection platform produced by Celsee Diagnostics; a company based in the US. Its products include the CTC enrichment and diagnostic systems, Celsee PREP100, and Celsee PREP400, as well as the image analyzer, Celsee ANALYZER. Unlike other immunological and immunomagnetic bead or centrifugation-based enrichment and analysis methods, it does not rely on specific markers, but the physical properties of the CTCs are used for CTC capture and enrichment.

Rarecells Diagnostics is established in 2010, and its headquarters is located in Paris, France. The CE-labeled Rarecells® system (previously known as the ISET® , which isolation by size of tumor) consists of disposable filtration blocks and reagent sets. Whole blood is diluted with buffer, then reagent is added into the sample and transferred to the filtration block for pressurecontrolled filtration by the instrument. The instrument only performs pressure-controlled filtration, and the sample can be further processed with manual staining and imaging by the user. Including quantitative and phenotypic analysis through immunolabelling (IH, IF) and FISH that can be directly performed on the filter, as well as analysis of RNA and DNA.

Vortex Biosciences is a subsidiary of NetScientific plc, which is established in 2012. Its CElabeled VTX-1 liquid biopsy system is based on fluidic technology pioneered in the laboratory of Professor Dino Di Carlo at the University of California, Los Angeles. After the whole blood sample is loaded by the operator, all subsequent processing steps are carried out by the instrument and reaction kit. There are many related scientific and clinical studies that have been conducted on the Vortex CTC platform. It does not rely on specific markers, but the physical properties of the CTCs in the Vortex HT microfluidic flow bed are used for CTC capture and enrichment.

ApoCell is established in 2004 and its headquarters is located in Houston, Texas. CTC collection and enumeration platform is just one of the business activities of the company. The ApoStream® platform instrument utilizes dielectrophoresis (DEP) to isolate CTCs. Preprocessing includes isolation of peripheral blood mononuclear cell (PBMC) from whole blood and resuspension at approximately 107/mL are required before attach the sample to the instrument. All remaining processing steps are performed by the instrument and flow cell. The steps include capture of CTCs and the non-CTCs are depleted to waste recovery. After processing, the CTCs are cytospun onto a glass slide, fixed, stained, and observed using fluorescence microscopy. This platform is convenient to use as chemical or enzymatic release of CTCs from the collected cells is not required.

CellMax Life has initiated a clinical trial in the US to validate its product that is used for detection of CTCs in colorectal cancer. The company's CMx platform is currently only sold in Asia and uses a "hybrid microfluidic chip" that can isolate 1-10 CTCs from a background of 1 billion normal cells. In April 2018, CellMax Life collaborated with IncellDx to jointly develop and sell CTC detection products for several solid tumors, which are used for personalized treatment selection and monitoring.

  • 89 -

BioFluidica is established in 2006 and its Liquid Scan® platform includes a relatively simple instrument, microfluidic chip, and disposable test-specific reaction chamber, which is roughly the size of a credit card (but slightly thicker). After the whole blood sample is loaded by the operator (pre-processing is not required), all subsequent processing steps are performed by the instrument and specific labeled reaction chamber. The steps include CTC capture, wash and release, and CTC count, that is performed using fluorescence microscope, which is sensitive, compact, and low-cost. The CTCs are captured in the 50 to 500 sinusoidal channels on the Liquid Scan® reaction chamber.

In 2013, Fluxion Biosciences, a US based company successfully developed the IsoFlux system, which mainly uses positive enrichment technology to directly capture specific antigenexpressed CTCs from peripheral blood. The system is stable, fully automated, and minimal human intervention is needed; however, it has not yet been approved by FDA for clinical verification. Currently, it is mainly used for stability and reliability testing by research institutions. Moreover, it only uses reagents that identify EpCAM expressing CTCs, limiting its use and having higher rates of misidentification.

In addition, there are companies in China have independently developed or licensed technologies for the production and sale of CTC detection instruments, including Livzon Pharmaceutical Group Inc., LiquidBiopsy CTC isolation platform of Thermo Fisher, a US based company which is distributed by Cynvenio,Beijing Zhongke Natai Biotechnology Co., Ltd. and National Center for Nanoscience and Technology are jointly developed a highly sensitive technology, peptide-based magnetic nanobeads for CTC capture and isolation.

CytoQuest™ CR, CytoQuest™ DX, and CytoBot™ are the systems independently developed by Abnova for automated capture, counting, enrichment, and collection of CRCs, which are adopting immunofluorescence-based microfluidic positive enrichment and negative enrichment by magnetic beads, respectively for CRC capture, that can be used for translational research and clinical trials. Besides rare cell capture, cell release and isolation while maintaining cell viability, the cell recovery and capture rates are greater than all aforementioned similar products. The systems are used together with antibody reagents with high specificity. Compared to similar CTC detection system platforms, the Company has achieved a market-leading position in terms of development progress, regardless of scientific research applications or clinical program. In 2021, CytoQuest™ CR obtained the Class III medical device registration certificate in China, which enables it to be widely used in cancer prevention and treatment.

  • 90 -

5.1.3 Overview of technologies and research and development work

1. Research and development expenditures during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report

Unit: NT$ 1,000; %

Unit: NT$ 1,000; %
Item FY 2023
R&D Expenditures (A) 38,396
Operating Revenue (B) 382,052
Proportion (A) / (B) 10.05%

As of the date of publication of the annual report, the financial statements for Q1 2024 have not yet been reviewed and audited by the CPAs, hence only information in the most recent fiscal year is disclosed.

2. Technologies and/or products successfully developed during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report

Year Technology or product that has been successfully developed
FY 2023 &
FY 2024 up to
the date of
publication of the
annual report
Diagnostic reagents
Human CD3/CD28 ActiveBeads™
Mouse CD3/CD28 ActiveBeads™
miRNA CISH Blocking Solution
FFPE miRNA ISH Pretreatment Solution, 10X
Hsa-let-7a-5p miRNA Probe (DIG)
Hsa-miR-21-5p miRNA Probe (DIG)
Hsa-miR-212-3p miRNA Probe (DIG)
Hsa-miR-128-3p miRNA Probe (DIG)
Hsa-miR-132-3p miRNA Probe (DIG)
Hsa-miR-142-3p miRNA Probe (DIG)
Hsa-miR-142-5p miRNA Probe (DIG)
Hsa-miR-191-5p miRNA Probe (DIG)
Hsa-miR-371a-3p miRNA Probe (DIG)
Hsa-miR-328-3p miRNA Probe (DIG)
Hsa-miR-122-5p (19nt) miRNA Probe (DIG)
Hsa-let-7c-5p miRNA Probe (DIG)
Hsa-let-7d-3p miRNA Probe (DIG)
Hsa-miR-7-5p miRNA Probe (DIG)
Hsa-miR-9-5p miRNA Probe (DIG)
Hsa-miR-1-3p miRNA Probe (DIG)
Hsa-miR-15a-5p miRNA Probe (DIG)
Hsa-miR-15b-5p miRNA Probe (DIG)
Hsa-miR-16-5p miRNA Probe (DIG)
Hsa-miR-17-3p miRNA Probe (DIG)
Hsa-miR-10a-5p miRNA Probe (DIG)
Hsa-miR-10b-5p miRNA Probe (DIG)
Hsa-miR-18a-5p miRNA Probe (DIG)
Hsa-miR-18b-5p miRNA Probe (DIG)
Hsa-miR-22-3p miRNA Probe (DIG)
Hsa-miR-23a-3p miRNA Probe (DIG)
Hsa-miR-24-3p miRNA Probe (DIG)
Hsa-miR-26a-5p miRNA Probe (DIG)
Hsa-miR-28-3p miRNA Probe (DIG)
Hsa-miR-29a-5pmiRNA Probe(DIG)
  • 91 -
Year Technology or product that has been successfully developed
Hsa-miR-30a-5p miRNA Probe (DIG)
Hsa-miR-30b-5p miRNA Probe (DIG)
Hsa-miR-30c-5p miRNA Probe (DIG)
Hsa-miR-30d-5p miRNA Probe (DIG)
Hsa-miR-30e-5p miRNA Probe (DIG)
Hsa-miR-31-5p miRNA Probe (DIG)
Hsa-miR-95-3p miRNA Probe (DIG)
Hsa-miR-100-5p miRNA Probe (DIG)
Hsa-miR-101-3p miRNA Probe (DIG)
Hsa-miR-103a-3p miRNA Probe (DIG)
Hsa-miR-125b-5p miRNA Probe (DIG)
Hsa-miR-126-3p miRNA Probe (DIG)
Hsa-miR-127-3p miRNA Probe (DIG)
Hsa-miR-133a-3p miRNA Probe (DIG)
Hsa-miR-134-5p miRNA Probe (DIG)
Hsa-miR-135a-5p miRNA Probe (DIG)
Hsa-miR-135b-5p miRNA Probe (DIG)
Hsa-miR-140-5p miRNA Probe (DIG)
Hsa-miR-141-3p miRNA Probe (DIG)
Hsa-miR-143-3p miRNA Probe (DIG)
Hsa-miR-145-5p miRNA Probe (DIG)
Hsa-miR-150-5p miRNA Probe (DIG)
Hsa-miR-151a-3p miRNA Probe (DIG)
Hsa-miR-152-3p miRNA Probe (DIG)
Hsa-miR-155-5p miRNA Probe (DIG)
Hsa-miR-182-5p miRNA Probe (DIG)
Hsa-miR-183-5p miRNA Probe (DIG)
Hsa-miR-192-5p miRNA Probe (DIG)
Hsa-miR-193a-3p miRNA Probe (DIG)
Hsa-miR-195-5p miRNA Probe (DIG)
Hsa-miR-196a-5p miRNA Probe (DIG)
Hsa-miR-196b-5p miRNA Probe (DIG)
Hsa-miR-197-3p miRNA Probe (DIG)
Hsa-miR-198 miRNA Probe (DIG)
Hsa-miR-200a-3p miRNA Probe (DIG)
Hsa-miR-202-3p miRNA Probe (DIG)
Hsa-miR-203a-3p miRNA Probe (DIG)
Hsa-miR-205-5p miRNA Probe (DIG)
Hsa-miR-206 miRNA Probe (DIG)
Hsa-miR-210-3p miRNA Probe (DIG)
Hsa-miR-214-3pmiRNA Probe(DIG)

5.1.4 Long- and short-term business development plans

1. Short-term business development plan

(1) Antibody reagent category

Regarding bio-reagent product line for RUO, Abnova will continue to put more investment in the production of mAbs through cell culture processes and its sales. In addition, Abnova is also actively developing customized miRNA probe services and general products, circRNA Sponge, recombinant antibodies, nanobodies, and reagents for CellTX[TM ] cellular therapy,

  • 92 -

providing the most advanced research tools and a wide range of choices to support customers in the development of relevant research fields.

The established global distribution network of Abnova is the main sales channel of the Company, contributing the majority of operating revenue for reagent products. With years of brand building, the Company has successfully increased the direct purchase willingness from the end users through online purchase platform. In addition, the increasing demand for customized services from end customers in specialized research fields, biotech companies, and pharmaceutical industry has driven Abnova's efforts to meet the professional and quality requirements of both direct and customized demand customers, enhancing customer loyalty and product repurchase frequency through product promotion. For e-commerce marketing platforms, Abnova has achieved good marketing results on Google, BioCompare, and LinkedIn. In 2023, Abnova established a new official website, offering direct customers a simpler, more convenient, and seamless online purchasing experience. The user-friendly design of the member center also takes into account mobile interface design, providing a new, visually intuitive appearance and comprehensive user browsing privacy protection. This meets consumer needs and increases the willingness of end customers to make direct purchases through the website. In 2024, Abnova will continue to optimize its official website to enhance user satisfaction.

  • (2) CTC products and medical testing services:

  • Abnova has successfully established the CytoQuest™ CR positive enrichment and LiquidCell™ negative enrichment platforms, and provides a complete range of biological assay testing kits. Abnova currently has resumed its collaboration with Hangzhou Watson Biotech Co., Ltd., for the sales and distribution of CTC products and testing services of Abnova in China. Also, Abnova plans to collaborate with interested partners in the US, Europe, and Japan to jointly develop local markets for CTC instruments and test kit sets through OEM customization. The LiquidCell™ platform continues to focus on the development of prenatal applications for pregnant women.

2. Long-term business development plan

In recent years, Abnova has been actively developing diagnostic reagents, antibody drugs and diagnostic instrument systems, expanding its product portfolio from antibody database establishment in the earlier period. The Company has focused on the production of biological reagents relating to clinical trials and in vitro diagnostics, offering to both internal and external customers of the Company for clinical trials or diagnostic medical device use. At the same time, Abnova has successfully launched mutaFISH™ probe for direct detection for gene mutations in cells and tissues. It is extended to its combination and application based on the principle of fluorescence in situ hybridization (FISH). At present, Abnova continues to collaborate with multiple suppliers, actively expanding the variety of ELISA kit product line.

In addition, Abnova will continue to develop CTC product lines and technical services, CTC product lines, mRNA cancer therapy platform, customized miRNA probe services and general products, circRNA Sponge, recombinant antibodies, nanobodies, and reagents for CellTX[TM] cellular therapy, providing the most advanced research tools and a wide range of choices to support customers in the development of relevant research fields, hoping it will benefit the longterm business development of the Company.

  • 93 -

5.2 Market and Sales Overview

5.2.1 Market analysis

1. Geographic areas where the main products (services) of the company are provided (supplied)

Unit: NT$ 1,000; %

(supplied) (supplied) Unit: NT$ 1,000; % Unit: NT$ 1,000; %
Geographic area FY 2022 FY 2023
Sales
Amount
Sales
Proportion
Sales Amount
Sales
Proportion
Domestic sales 29,325
7.12%

12,387
3.24%
Foreign
sales
Americas 196,828
47.80%

192,568
50.40%
Europe 112,624
27.35%

94,885
24.84%
Others 72,979
17.73%

82,212
21.52%
Total 382,431
92.88%

369,665
96.76%
Grand total 411,756
100.00%

382,052
100.00%

2. Market Share

  • (1) Antibody reagent category

  • Currently, no statistical information related to the antibody reagent industry and the market by relevant industry research institutions at home and abroad is available, hence, no public information can be used for market share calculation and analysis. According to the research of Biocompare Surveys and Report, no single company has been able to achieve a high market share primarily due to the high manufacturing costs and low efficiency of antibody production, numerous brands with varying quality, difference in customer's experimental needs and budget, resulting in a fragmented market share. The Company provides customers with a wide range of antibodies, mainly to maintain the willingness to repurchase of existing customers in order to maintain market share.

  • (2) Detection system instruments

  • Currently, the CRC enrichment, separation, and collection systems and next-generation gene sequencing belong to the field of precision medicine diagnostics. The former uses the biological or physical characteristics of cells to capture CRCs, which has the non-invasive advantage in medical testing and is suitable for liquid biopsy samples. The latter can analyze the genotype and phenotype of cells and is highly advanced in technology. At present, cell enrichment, separation, and collection systems are mainly used in scientific research, while their clinical application is still primarily in the stage of clinical verification or clinical trials. The market size and acceptance of these systems are progressing most rapidly in Mainland China. For CRC detection system, compared to similar competing products in Mainland China, the Company has slightly higher market share. With years of development, the technical accuracy and cost for the next-generation sequencing have reached the level of practical clinical application. Its application scope is extensive and can be used for tumor detection, genetic disease detection, newborn genetic testing, etc. This year, the Company has officially engaged in the next-generation sequencing market and collaborated with clinical doctors to design targeted gene panel sequencing of cancer to meet the market user needs.

3. Future demand and supply conditions and the market's growth potential

  • (1) Antibody reagent category

  • Based on the research report by the World Health Organization (WHO), the number of new cancer cases worldwide will reach 27 million per year by 2030, with 17 million deaths, and the situation may become even more severe. Not only European and American countries facing such situation, but the situation in developing countries such as China and India are fairly serious. Therefore, cancer prevention and treatment related products are becoming a

  • 94 -

focus for major global companies. Biopharmaceuticals are becoming increasingly important in the global pharmaceutical market, with treatment areas covering cancer, infectious diseases, neurological disorders, antivirals, diabetes, etc. In view of increasing market demand has not been addressed, therefore, coupled with the promising prospects of the antibody drug market and the support from both healthcare reform policies and the industry, the mAb drug development will continue to lead the global biotech industry.

  • (2) Detection system instruments

The global cancer diagnostics market in 2018 was estimated to be worth USD$ 144.4 billion according to a report by GRAND VIEW RESEARCH, and it is expected to grow at a CAGR of 7.0% during the forecast period. In addition, a report by FMI market research in 2014 showed that the global liquid biopsy market is expected to grow at a CAGR of 21.7% over the next ten years, with the Asia-Pacific region (excluding Japan) expected to grow at a CAGR of 25.5%. The entire liquid biopsy market is expected to achieve USD$ 28.937 billion by the end of 2026. According to the analysis on the global cancer diagnostics market trends from 2013 to 2024 by GRAND VIEW RESEARCH, the global market value of nextgeneration cancer diagnosis reached USD$ 4.38 billion in 2015, and the market size is expected to continue to grow significantly.

The next-generation cancer diagnostic market can be roughly divided into areas of individual risk analysis, tumor screening, diagnosis-based prognosis, treatment monitoring, and companion diagnostics based on their functions. As different cancer patients have different prognoses, and prognosis plays a crucial role in personalized treatment, chemotherapy, radiation therapy, and gene therapy, the prognostic diagnosis market will grow significantly during the forecast period. According to a research report released by JP Morgan, the liquid biopsy market is divided into four areas: early screening, diagnostic typing, drug companion testing, and patient condition testing. The report predicts that the global market potential will reach USD$ 23 billion, with early screening and diagnosis of cancer will account the largest proportion.

4. Competitive Niche

  • (1) Construct a complete antibody platform

  • With years of antibody production experience under the process standardization, equipment automation, and product systematization, the Company has constructed a complete and extensive antibody database platform. Leveraging on the existing antibody platform, the Company identifies potential antibodies for antibody drug development, and develops into antibody database system with high added value and diagnostic reagents, and further develops into antibody drugs. Currently, the Company has successfully developed many highly specific antibody reagent products that are compatible with CTC detection instrument systems. This has also overcome a critical obstacle in technical applications that other CTC detection instrument companies have been struggling with.

  • (2) Continuously develop new products

  • Abnova has successfully developed a rabbit mAb platform by using its independently developed CRC enrichment system. The platform utilizes pre-immune rabbit plasma to isolate cells for production, which improves the screening throughput and significantly shortens the production cycle of rabbit mAb. Abnova predicts that the market demand for rabbit mAb will continue to increase in the next few years. At the same time, Abnova has successfully launched mutaFISH™ probe for direct detection for gene mutations in cells and tissues. It is extended to its combination and application based on the principle of FISH. At present, Abnova continues to collaborate with multiple suppliers, actively expanding the variety of ELISA kit product line. The Company is also developing customized miRNA probe services and general products, circRNA Sponge, recombinant antibodies, nanobodies, and

  • 95 -

reagents for CellTX[TM] cellular therapy, mRNA cancer therapy platform, to continue enhancing its competitiveness.

  • (3) Customized antibody services

    • With years of antibody production experience, the Company has provided protein and antibody customization services to end customers in the professional research field, general biotech companies, pharmaceutical industry, etc., meeting the professional and quality requirements of customers, and enhancing customer willingness to use the Company's products and services in the future.
  • (4) Multi-dimensional distribution network and collaborative partnerships

    • The global and regional distribution network system established by the Company is the main driver of the Company's operation. The Company establishes brand awareness and builds a customer base through well-known global distribution channels in the industry. Meanwhile, the Company establishes a direct sales customer base by collaborating with renowned academic institutions, research centers, and pharmaceutical companies at home and abroad. At the same time, Abnova has achieved good marketing results on Google, BioCompare, and LinkedIn. In 2023, Abnova established a new official website, offering direct customers a simpler, more convenient, and seamless online purchasing experience. The user-friendly design of the member center also takes into account mobile interface design, providing a new, visually intuitive appearance and comprehensive user browsing privacy protection. This meets consumer needs and increases the willingness of end customers to make direct purchases through the website. In 2024, Abnova will continue to optimize its official website to enhance user satisfaction.

5. Favorable and unfavorable factors for future development and the corresponding responses

(1) Favorable factors

Antibody reagents

  • A. A complete antibody platform

  • The antibody platform is an important foundation and asset of the Company, which can be used as an important tool for the development of medical diagnostic reagents and mAb drugs. The practical benefits of the Company's proprietary antibody database are highlighted when collaborating with external institutions to develop diagnostic reagents, drugs, and detection system instruments.

  • B. Marketing channels network

  • The Company's global sales network includes global or regional distribution contracts, that has established the sales channel to academic institutions, research centers, or pharmaceutical development companies worldwide through distributors. Meanwhile, the Company has a well-established online sales platform that enables customers to quickly and conveniently search for the products they need, providing them with complete product information and increasing their willingness to place orders.

  • C. Promotion of precision medicine

  • The implementation of "Precision Medicine Programs" by various countries will lead the way to a new era of medicine. Precision, timeliness, sharing, and personalization are the four main themes of the Precision Medicine Program. It is hoped that appropriate treatment can be delivered to patients at the appropriate time in the future, and public and private entities are encouraged to share information through the implementation of the program.

  • D. Government supports the biotech industry

  • 96 -

The” Act for the Development of Biotech and Pharmaceutical Industry” has become a new development direction for Taiwan's biotech industry since 2022. The Act incorporated areas such as healthcare, medical devices, pharmaceuticals, and agricultural biotechnology based on the existing biotech industry. It is hoped that the development of the bioeconomy will drive the growth and diversification of Taiwan's industries and fields. Also, it is expected that the new government will provide more support and assistance to Taiwan's biotech industry.

  • E. Continuously developing new products and applications

  • The reagent production is mainly focused on the applications in combination with instrument systems, incorporating reagents (e.g., antibodies, FISH probes, and reagent kits) and consumables, actively accumulating practical clinical experiments, developing more disease-specific detection reagent kits.

(2) Unfavorable factors

Antibody reagent category

  • A. New technologies replacing the use of antibodies

  • At present, antibodies are the most effective tools in protein research. However, there is currently no standardized method for producing antibodies, and the quality of the output can vary greatly depending on the manufacturing process, indirectly affecting the reliability of the antibodies. In the future, there may be other tools to replace antibodies. Response

The Company increases the functionality and usability of antibodies to increase the added value of products. The Company has focused on the production of biological reagents relating to clinical trials and in vitro diagnostics, offering to both internal and external customers of the Company for clinical trials or diagnostic medical device use, creating business opportunities beyond the sales for general research purposes only.

  • B. The antibody market is becoming increasingly competitive There are many brands of antibodies on the market, with varying levels of quality. Given that customers have limited research budgets, resulted in increasing price competition in the antibody market, especially with low-priced but poor-quality brands from Mainland China disrupting the pricing of antibodies and affecting sales profits. Response

Pharmaceutical or biotech companies have a lot of purchasing opportunities for a variety of products due to R&D needs. The Company offers a diverse selection of antibodies, including unique antibody products, providing customers with a one-stop solution to address all their product needs. In addition to maintaining the quality of the products, the Company will also conduct additional application testing on specific antibodies to increase their added value and differentiate them in the market, in response to the price war in the antibody market.

  • 97 -

5.2.2 Usage and manufacturing processes for the company's main products 1. Monoclonal Antibodies

A. Applications of Monoclonal Antibodies:

Product category Applications
Monoclonal
Antibodies
Chemical reagents testing, agricultural testing reagents.
Animal model tests and pre-clinical test reagents.
Laboratory reagents testing.

B. Production Processes for Monoclonal Antibodies:

==> picture [144 x 383] intentionally omitted <==

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

Immunization
Serum titer test
Cell fusion
Antibody screening I
Subcloning and cell expansion I
Antibody screening II
Subcloning and cell expansion II
Ascites production
Monoclonal antibody purification
Identification and characterization
of monoclonal antibody
----- End of picture text -----

2. Polyclonal Antibodies

A. Applications of Polyclonal Antibodies:

Product category Applications
Polyclonal
Antibodies
Chemical reagents testing, agricultural testing reagents.
Animal model tests and pre-clinical test reagents.
Laboratory reagents testing.

B. Production Processes for Polyclonal Antibodies:

==> picture [139 x 131] intentionally omitted <==

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

Immunization
Serum collection and antibody
purification
Identification and
characterization of polyclonal
antibody
----- End of picture text -----

  • 98 -

3. Recombinant Proteins

A. Applications of Recombinant Proteins:

Product category Applications
Recombinant
Proteins
Chemical reagents testing, agricultural
testing reagents.
Animal model tests and pre-clinical test
reagents.
Laboratory reagents testing.

B. Production Processes for Recombinant Proteins:

==> picture [156 x 173] intentionally omitted <==

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

DNA construction
In vitro transcription
In vitro translation
Recombinant protein purification
Identification and characterization of
recombinant protein
----- End of picture text -----

5.2.3 Supply situation for the company's major raw materials

Major Raw
Materials
Major Suppliers Supply
Situation
Protein raw
materials
CellFree Sciences, Co. LTD. Stable, good
Reagent for cell
culture
Thermo Fisher Scientific, Level Biotechnology Inc., UNI-
ONWARD Corp.
Stable, good
Plasmid extraction
kit
QIAGEN Taiwan Company Ltd . Stable, good
Purification
reagent
UNI-ONWARD Corp., Level Biotechnology Inc. Stable, good
Adjuvant UNI-ONWARD Corp., Level Biotechnology Inc. Stable, good
  • 5.2.4 List of suppliers and clients accounting for 10 percent or more of the company's total procurement (sales) amount in either of the 2 most recent fiscal years, the amounts bought from (sold to) each, the percentage of total procurement (sales) accounted for by each, and an explanation of the reason for increases or decreases

1. Information on major suppliers in the 2 most recent fiscal years:

The information on major suppliers for FY 2022 and FY2023 as shown below:

Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000
Item FY 2022 FY 2023

Name
Amount Percentage
of annual net
procurement
amount(%)


Relationship
with issuer

Name
Amount
Percentage
of annual net
procurement
amount(%)


Relationship
with issuer
1 Others 118,312 100.00 - Others 134,837 100.00
-
Net procurement
amount

118,312
100.00 - Net procurement
amount

134,837
100.00
-

Reason for increase or decrease

In 2022 & 2023, there was no supplier whose net purchase amount accounted for more than 10% of the total net purchase amount.

  • 99 -

2. Information on major customers in the 2 most recent fiscal years:

Unit: NT$ 1,000

Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000
Item FY 2022 FY 2023

Name
Amount
Percentage
of annual
net sales
amount
(%)

Relationship
with issuer
Name Amount

Percentage
of annual
net sales
amount
(%)
R
w
elationship
ith issuer
1 Abcamplc 59,699 14.50 - Abcamplc 44,423 11.63 -
2 Others 352,057 85.50 - Others 337,629 88.37 -
Net sales
amount
411,756 100.00 Net sales
amount
382,052 100.00

Reason for increase or decrease

The decrease in sales amount for Abcam plc compared to the previous period was mainly due to an decrease in customer demand.

5.2.5 Production in the Last Two Years

Unit: mg, mL, NT$ thousands Unit: mg, mL, NT$ thousands Unit: mg, mL, NT$ thousands
Year FY 2022 FY 2023
Out
put
Major Products
Capacity Quantity Amount Capacity Quantity Amount
Monoclonal Antibodies
unit:mg
2,387 mg 2,261 mg 6,704 3,419 mg 3,281 mg
10,193
Polyclonal Antibodies -
unpurifiedunit:mL
4,307 mL 3,896 mL 3,490 3,129 mL 3,097 mL
3,867
Polyclonal Antibodies -
purifiedunit:mg
731 mg 666 mg 1,932 531 mg 498 mg
1,634
Recombinant Proteins
unit:mg
188 mg 178 mg 11,096 121 mg 114 mg
7,047

5.2.6 The volume of units sold for the 2 most recent fiscal years

Unit: mg; ml; NT$ 1,000

Year FY 2022 FY 2022 FY 2022 FY 2022 FY 2023 FY 2023 FY 2023 FY 2023
Sales Volume
Main Product

Domestic Sales
Foreign Sales Domestic Sales Foreign Sales
**Quantity ** Amount **Quantity ** Amount **Quantity ** Amount **Quantity ** Amount
mAb (Unit: mg) 10.54 1,035 2,117.38 131,719
105
1,142 8,788.00 119,869
Pab-unpurified (Unit:ml) 0.45 50 29.80 2,730 7 40 422.00 2,847
Pab-purified (Unit: mg) 1.19 154 329.84
27,767
15 143 2,715.00 21,472
Protein (Unit: mg) 1.53 1,089 114.03
65,736
43 528 3,671.00 62,722
Antibody pair(Unit: Set) 3,569 17,746 7,865 75,477 90 1,709 2,142.00 74,881
Detection instrument (Unit: Set) 0 0 2 (1,908) 0 0 20 7,343
Others Note 9,251 Note
80,910
8,825 80,531
Total - 29,325 - 382,431
-
12,387 - 369,665

Note: Other products cannot be quantified using the same unit of measurement due to the variety of product types.

  • 100 -

5.3 The number of employees employed for the 2 most recent fiscal years, and during the current fiscal year up to the date of publication of the annual report, their average years of service, average age, and education levels

Year FY 2022 FY 2023 As of April 3, 2024
Number of
employees
Manufacturing
personnel
60 55 55
Sales and marketing
personnel
31 30 29
R&D personnel 9 9 8
Total 100 94 92
Average years of age 42.55 43.60 42.85
Average years of service 12.01 12.19 12.19
Education
levels
Ph.D. 5% 5% 5.43%
Master’s 26% 29% 29.35%
Bachelor’s or other
higher education
69% 65% 64.13%
High school 0% 1% 1.09%
Below high school 0% 0% 0%

5.4 Environmental Protection Expenditure

No environmental protection expenditure

5.5 Labor Relations

5.5.1 Employee benefit plans, continuing education, training, retirement systems, and the status of their implementation, and the status of labor-management agreements and measures for preserving employees' rights and interests

  1. Employee benefit plans, continuing education, training, retirement systems, and the status of their implementation, and the status of labor-management agreements and measures for preserving employees' rights and interests:

  2. (1) Employee benefit plans and implementation status

    • Both labor and management in the Company have a consensus of complementary and synchronous growth. The Company has established an Employee Welfare Committee and has set aside welfare funds and managed related welfare matters in accordance with regulations. The main employee benefit plans of the Company include meal subsidies, subsidies (vouchers) during festival seasons, Chinese New Year lottery, wedding/funeral subsidies, group insurance, health examination, discounts at designated stores, etc.
  3. (2) Continuing education, training, and implementation status To enhance the quality of employees and strengthen their work efficiency and quality, the Company provides guidance and training on job responsibilities to new employees. The Company also conducts professional education and training to employees based on their job requirements from time to time, including both internal and external training. The education and training received by employees are recorded and managed, with a view to training professional talents and effectively utilizing talents.

  4. (3) Retirement system and implementation status The Company has established a "Supervisory Committee of Labor Retirement Fund" to safeguard the rights and interests of employees, protect employees' livelihood after retirement, and promote labor-management relations. The Company makes monthly contributions to the pension fund account with the Bank of Taiwan. In addition, since July 2005, in accordance with the Labor Pension Act, the Company has been contributed labor pension funds to individual labor pension accounts at the Bureau of Labor Insurance for employees to protect employees' livelihood after retirement.

  5. 101 -

  6. (4) Status of labor-management agreements and measures for preserving employees' rights and interests

    • The Company has established an internal control system for procedures governing salary and personnel-related matters, which serves as a common standard for the Company and employees. The Company also regularly conducts labor-management meetings to promote an exchange of opinions between labor and management. Employees are provided with channels for complaint and communication, employees’ opinions are sufficiently taken into account, and employees’ rights and interests are also reasonably protected.
  7. 5.5.2 Any losses suffered by the company in the most recent fiscal year and up to the annual report publication date due to labor disputes, and disclosing an estimate of possible expenses that could be incurred currently and, in the future, and measures being or to be taken: None.

5.6 Cyber Security Management:

5.6.1 Cyber security risk management framework, cyber security policies, concrete management programs, and investments in resources for cyber security management

  1. Cyber security risk management framework:

To implement the Company's cyber security measures and strengthen cyber security management across all departments, the "Cyber Security Committee" has been established in accordance with the cyber security policy.

  • (1) Responsibilities

  • Formulate cyber security policies and cyber security control mechanisms.

  • Supervise the implementation of cyber security policies.

  • ˙ Establish corrective and preventive cyber security measures.

  • ˙ Cyber security emergency response and crisis management.

  • ˙ Implement cyber security education and training.

  • (2) Organizational structure

==> picture [389 x 160] intentionally omitted <==

  • (3) Job responsibilities

  • ˙ Cyber Security Committee: Responsible for decision-making and management review in matters related to the cyber security management system.

  • ˙ Cyber Security Audit Team: Responsible for internal audits of cyber security-related operations.

  • ˙ Cyber Security Emergency Response Team: Responsible for emergency response to cyber security incidents and crisis management, planning and implementation of disaster recovery drills.

  • ˙ Cyber Security Operations Team: Responsible for security management of cyber operations and reporting major cyber security incidents to the Cyber Security Emergency Response Team for handling.

  • 102 -

The "Personal Data Protection Management Committee" has been established in accordance with the Regulations Governing the Personal Data Protection Management to comply with the provisions of the Personal Data Protection Act (PDPA) and other regulations, and to implement matters such as personal data management, maintenance and execution to avoid infringement of the rights and interests of the interested party. The committee is convened by the General Manager, with other members including supervisors from departments such as the General Manager's Office, Legal Affairs Office, and Management Office.

2. Cyber Security Policy:

The "Cyber Security Policy" has been formulated as a guideline to strengthen cyber security management, ensuring the confidentiality, integrity, and reliability of the Company's information assets. It provides an information environment for the continuous operation of the Company's cyber security business while meeting the requirements of relevant laws and regulations and preventing internal or external deliberate or accidental threats. The Cyber Security Team continues to promote cyber security management to ensure the effective operation of cyber security management mechanisms.

The new hires of the Company are required to sign a confidentiality agreement on their first day, and they can access information circulation-related regulations from the Company's public folder. Moreover, through continuous education, training, and advocacy, the Company enhances cybersecurity awareness among employees, integrating it into various operations to ensure the implementation of the most secure and stringent cybersecurity measures. Due to the implementation of cyber security management, no major cyber security incidents occurred in FY 2023, and there were no penalties imposed by relevant competent authorities for cyber security.

The "Regulations Governing the Personal Data Protection Management" have been formulated as guidelines for procedures such as the collection, processing, and use of personal data. The Personal Data Protection Management Committee is responsible for formulating, promoting, and managing the personal data protection policy to ensure compliance with laws and regulations, as well as the data security of the parties involved. The Company's use of personal data is limited to specific purposes, and no relevant complaints have been received in FY 2023.

3. Specific management plans:

The scope of cyber security protection of the Company includes employees, customers, and operation-related IT software and hardware equipment as well as its control includes the Internet, personal information appliances (e.g., desktops, laptops, notebook computers, tablets, etc.), the Company's SAP system/ERP system, the Company's website, etc.

To implement the Company's cyber security measures, the Company utilizes the following management programs:

  • (1) Establish a firewall to block viruses and hackers from attacking the Company's internal network.

  • (2) Install Trend Micro antivirus software on all computers and set up automatic updates to enhance user protection.

  • (3) Appoint external vendor to manage the website's network status, and continuously monitor abnormalities to prevent malicious attacks by hackers and ensure the normal operation of the network system.

  • (4) Access rights to the internal information system are assigned based on the user's position. Users are required by the system to change their passwords every 3 months, and the length and strength of the passwords are also regulated.

  • 103 -

  • (5) Data confidentiality is classified, and important data requires transmission using keys and passwords.

  • (6) Implement regular backup and off-site storage of the Company's important information and conduct backup recovery and disaster drill operations every year.

  • (7) In FY 2023, the Company's IT Department conducted a total of 2 cyber security advocacy programs.

  • (8) The Company held a total of 2 cyber security review meetings in FY 2023.

  • (9) The Company conducts internal and external audits on cyber security measures: Internal: The IT Department conducts regular self-assessment and inspection of cyber security operations every year. The Audit Office includes cyber security inspection operations in the necessary audit items of the annual audit plan and regularly verifies the continued effectiveness of the design and implementation.

  • External: The CPAs from KPMG Taiwan conduct data audits every year.

  • (10)Regularly report to the Board of Directors on the implementation status of cyber security (including personal data protection) operations every year. The most recent report to the Board of Directors was on November 8, 2023.

The collection, processing, and use of personal data by each department of the Company are conducted in good faith, aligning with the specific and justifiable purposes of collection. To implement the personal data protection within the Company, the Company utilizes the following management plan:

  • (1) Appoint dedicated personnel in each department who are responsible for handling tasks related to personal data protection.

  • (2) Each department establishes a list of personal data documents and conducts a personal data risk assessment. A personal data inventory is conducted once a year to implement risk control management.

  • (3) The Legal Affairs Office regularly organizes personal data protection related education and training, as well as advocacy on personal data protection to enhance the concept of personal data security maintenance.

  • (4) The Audit Office includes the operation of personal data protection management in the audit items of the annual audit plan and conducts regular checks.

  • Resource allocation for cyber security management:

  • (1) The Company has an IT Department, consisting of 1 Cyber Security Supervisor and 2 cyber security personnel. Dedicated personnel are responsible for software and hardware management as well as network security maintenance.

  • (2) The Company has established a Webpage and e-Commerce Department. Dedicated personnel are responsible for managing the Company's website information, monitoring website traffic, and maintaining website security. In 2023, a new version of the Company website with a more user-friendly, seamless interface and enhanced cyber security protection was launched.

  • (3) The Company's system software and electronic sign-off system are maintained by external consultants through contractual agreements. These vendors provide services such as troubleshooting, version updates, consultation, etc.

  • (4) The Company has signed a firewall maintenance contract with an external vendor to provide maintenance and protection services.

  • (5) The Company implements off-site backup and off-site data retention mechanisms, and regularly conducts disaster recovery drills.

  • 104 -

(6) Education and training for the FY 2023:

Trainee Course Title Training Institution Number of
Training
Hours
Cyber
Security
Supervisor
Digital Technology and Artificial
Intelligence Trends and Risk
Management
KPMG Taiwan 3 hours
Cyber
security
personnel
Digital Technology and Artificial
Intelligence Trends and Risk
Management
KPMG Taiwan 3 hours

5.6.2 Losses suffered by the company in the most recent fiscal year and up to the annual report publication date due to significant cyber security incidents, the possible impacts therefrom, and measures being or to be taken

The Company continues to strengthen its internal and external cyber security concepts and is successively establishing a cyber security incident reporting and response mechanism to ensure proper response, control, and handling of cyber security incidents. Under the efforts of all colleagues, no major cyber security incidents occurred in FY 2023 up to the publication date of the annual report, and no financial and operational losses were incurred due to cyber security incidents.

  • 105 -

5.7 Important Contracts

5.7 Important Contracts 5.7 Important Contracts
January31,2024
Nature of the
Contracts
Contracting
Parties
Commencement
and Expiration
Dates
Major Content Restrictiv
e Clauses
Cooperation and
supply contract
DEJIMA
Infectious
Diseases
Research
Alliance (DIDA),
Nagasaki
University

2023.6.19~2033.6.18

Cooperate to develop and supply
specific raw materials for pre-
clinical and clinical development of
COVID-19 vaccines
None
Professional
services agreement
KPMG Taiwan 2023.11.9~2025.9.30
Provide advice on corporate
sustainability reports and GHG
inventories
None
Commissioned
production contract

Leadgene
Biomedical, Inc.
2024.2.1~2025.7.31 Commissioning for nanobody
production and collaboration
None
Construction
contract
K-DESIGN CO.,
LTD.
2023.4.18~2023.5.25
Commissioning for the renovation
of the 9th floor laboratory of the
Company in Taipei
None
Construction
contract
K-DESIGN CO.,
LTD.
2023.7.14~2023.7.31
Commissioning for the renovation
of the storage cabinets of 8th floor
office of the Company in Taipei
None
Distributor
agreement
Funakoshi Co.,
Ltd.
2007.5.1-2008.4.30
Automatic renewal
upon expiration
Distributor in Japan None
Distributor
agreement
Abcam plc 2007.10.4-2008.10.3
Automatic renewal
upon expiration

Global distributor
None
Distributor
agreement
Sigma-Aldrich
International
GmbH
2008.6.1-2010.5.31
Automatic renewal
upon expiration
Global distributor None
Distributor
agreement
Thermo Fisher
Scientific
2010.3.15-2011.3.14
Automatic renewal
upon expiration

Distributor in the US
Granted distribution rights in India
effective as of August 1, 2010
None
Distributor
agreement
VWR
International,
LLC
2014.4.25-2017.4.24
Automatic renewal
upon expiration

Distributor in the US and Canada
None
Distributor
agreement
i-DNA
Biotechnology
Pte Ltd
2018.2.6~2019.2.5
Automatic renewal
upon expiration
Distributor in Singapore, Malaysia,
and Vietnam
None
Distributor
agreement
Labex
Corporation
2018.2.23-2019.2.22
Automatic renewal
upon expiration

Distributor in India
None
  • 106 -

VI. Financial Highlights

6.1 Financial summary for the past 5 fiscal years

6.1.1 Consolidated condensed balance sheets and statements of comprehensive income

1. Consolidated Condensed Balance Sheets

Unit: NT$ 1,000 Unit: NT$ 1,000 Unit: NT$ 1,000 Unit: NT$ 1,000 Unit: NT$ 1,000 Unit: NT$ 1,000
Item Year
2019
2020 2021 2022 2023
Current assets 703,309
773,848

786,290

928,192

919,822
Property, plant and equipment 312,808
294,333

270,759

256,546

257,863

Intangible assets
69,370
71,140

67,659

68,815

69,640
Other assets 178,502
155,263

158,341

121,276

108,418
Total assets 1,263,989
1,294,584

1,283,049

1,374,829

1,355,743
Current liabilities Before
Distribution
64,298
74,574

62,726

72,819

62,602
After
Distribution
70,353
110,906

100,581

121,262

Note 2
Non-current Liabilities 7,288
8,916

8,567

10,016

6,822
Total Liabilities Before
Distribution
71,586
83,490

71,293

82,835

69,424
After
Distribution
77,641
119,822

99,148

131,278

Note 2
Equity Attributable to
Shareholders of the Parent
1,192,403
1,211,094

1,211,756

1,291,994

1,286,319
Share Capital 605,536
605,536

605,536

605,536

605,536
Capital surplus 474,527
474,527

474,527

474,527

474,527

Retained earnings
Before
Distribution
98,272
130,039

122,464

223,838

218,455
After
Distribution
92,217
93,707

94,609

175,395

Note 2
Other Equity 14,068
992

9,229

(11,907)

(12,199)

Non-controlling Interest
0
0

0

0

Total Equity

Before
Distribution
1,192,403
1,211,094

1,211,756

1,291,994

1,286,319
After
Distribution
1,186,348
1,174,762

1,183,901

1,243,551

Note 2

Note 1: All financial data from 2019 to 2023 has been audited by CPAs. Note 2: Not yet distributed.

2. Condensed Statement of Comprehensive Income

2. Condensed Statement of Comprehensive Income 2. Condensed Statement of Comprehensive Income 2. Condensed Statement of Comprehensive Income 2. Condensed Statement of Comprehensive Income 2. Condensed Statement of Comprehensive Income 2. Condensed Statement of Comprehensive Income
Unit: NT$ 1,000 (Except EPS: NT$)
Year
Item

2019
2020 2021 2022 2023
Sales Revenue 414,158
456,449

451,487

411,756

382,052
Gross Profit 185,350
213,501

197,339

201,429

173,915
Operating Income 2,644
57,668

43,820

64,426

47,194
Non-operating Income and Expenses (1,664)
(8,619)

(7,526)

30,530

1,323
Profit Before Tax 980
49,049

36,294

94,956

48,517
Profit from Continuing Operations
for the Year
3,263
36,526

28,369

74,843

43,678
Profit (Loss) for the Year 3,263
36,526

28,369

74,843

43,678
Other Comprehensive Income (Loss) for the Year
(Net of Tax)
(1,760)
(11,780)

8,625

33,250

(910)
Total Comprehensive Income for the Year 1,503
24,746

36,994

108,093

42,768
Net Income Attributable to
Shareholders of the Parent
3,263
36,526

28,369

74,843

43,678
Net Income Attributable to Non-controlling Interests 0
0

0

0

0
Total Comprehensive Income Attributable to
Shareholders of the Parent
1,503
24,746

36,994

108,093

42,768
Total Comprehensive Income Attributable to
Non-controlling Interests
0
0

0

0

0
Earnings Per Share 0.05
0.60

0.47

1.24

0.72

Note: All financial data from 2019 to 2023 has been audited by CPAs.

  • 107 -

6.1.2 Parent company only condensed balance sheets and statements of comprehensive income

1. Condensed Balance Sheets – Parent Company Only

6.1.2 Parent company only condensed balance sheets and statements of comprehensive income
1. Condensed Balance Sheets – Parent Company Only
6.1.2 Parent company only condensed balance sheets and statements of comprehensive income
1. Condensed Balance Sheets – Parent Company Only
6.1.2 Parent company only condensed balance sheets and statements of comprehensive income
1. Condensed Balance Sheets – Parent Company Only
6.1.2 Parent company only condensed balance sheets and statements of comprehensive income
1. Condensed Balance Sheets – Parent Company Only
6.1.2 Parent company only condensed balance sheets and statements of comprehensive income
1. Condensed Balance Sheets – Parent Company Only
6.1.2 Parent company only condensed balance sheets and statements of comprehensive income
1. Condensed Balance Sheets – Parent Company Only
6.1.2 Parent company only condensed balance sheets and statements of comprehensive income
1. Condensed Balance Sheets – Parent Company Only
Unit: NT$ 1,000
Year
Item

2019
2020 2021 2022 2023
Current assets 650,384
716,048

749,572

830,588

829,966
Property, Plants and Equipment 291,397
279,303

265,122

252,134

257,749
Intangible Assets 69,351
71,140

67,659

68,815

69,640
Other Assets 243,197
221,509

210,839

217,979

195,592
Total assets 1,254,329
1,288,000

1,293,192

1,369,516

1,352,947
Current Liabilities Before
Distribution
59,810
72,004

80,253

67,506

59,806
After
Distribution
65,865
108,336

108,108

115,949

Note 2
Non-current Liabilities 2,116
4,902

1,183

10,016

6,822
Total Liabilities Before
Distribution
61,926
76,906

81,436

77,522

66,628
After
Distribution
67,981
113,238

109,291

125,965

Note 2
Equity Attributable to Shareholders of
the Parent
-
-

-

-

-
Share Capital 605,536
605,536

605,536

605,536

605,536
Capital surplus 474,527
474,527

474,527

474,527

474,527
Retained earnings Before
Distribution
98,272
130,039

122,464

223,838

218,455
After
Distribution
92,217
93,707

94,609

175,395

Note 2
Other Equity 14,068
992

9,229

(11,907)

(12,199)
Non-controlling Interest - - - - -
Total Equity Before
Distribution
1,192,403
1,211,094

1,211,756

1,291,994

1,286,319
After
Distribution
1,186,348
1,175,572

1,183,901

1,243,551

Note 2

Note 1: All financial data from 2019 to 2023 has been audited by CPAs. Note 2: Not yet distributed.

2. Condensed Statement of Comprehensive Income – Parent Company Only

2. Condensed Statement of Comprehensive Income – Parent Company Only 2. Condensed Statement of Comprehensive Income – Parent Company Only 2. Condensed Statement of Comprehensive Income – Parent Company Only 2. Condensed Statement of Comprehensive Income – Parent Company Only 2. Condensed Statement of Comprehensive Income – Parent Company Only 2. Condensed Statement of Comprehensive Income – Parent Company Only
Unit: NT$ 1,000 (Except EPS: NT$)
Year
Item

2019
2020 2021 2022 2023
Sales Revenue 402,865
454,647

450,383

410,320

380,593
Gross Profit 181,339
211,701

196,058

199,993

172,456
Operating Income 13,431
70,259

57,050

69,067

48,415
Non-operating Income and Expenses (12,518)
(21,279)

(20,815)

25,848

62
Profit Before Tax 913
48,980

36,235

94,915

48,477
Profit from Continuing Operations
for the Year
3,263
36,526

28,369

74,843

43,678
Profit (Loss) for the Year 3,263
36,526

28,369

74,843

43,678
Other Comprehensive Income (Loss) for the Year
(Net of Tax)
(1,760)
(11,780)

8,625

33,250

(910)
Total Comprehensive Income for the Year 1,503
24,746

36,994

108,093

42,768
Net Income Attributable to
Shareholders of the Parent
3,263
36,526

28,369

74,843

43,678
Net Income Attributable to Non-controlling
Interests
-
-

-

-

-
Total Comprehensive Income Attributable to
Shareholders of the Parent
1,503
24,746

36,994

108,093

42,768
Total Comprehensive Income Attributable to Non-
controlling Interests
-
-

-

-

-
Earnings Per Share 0.05
0.6

0.47

1.24

0.72

Note: All financial data from 2019 to 2023 has been audited by CPAs.

  • 108 -

6.1.3 Name of the certified public accountant and the auditor's opinion for the past 5 fiscal years

Year CPA Accounting Firm Audit Opinion
2019 Hsu Shu Min, Kuo Rou Lan KPMG Taiwan Unqualified Opinion
2020 Hsu Shu Min, Kuo Rou Lan KPMG Taiwan Unqualified Opinion
2021 Hsu Shu Min, Kuo Rou Lan KPMG Taiwan Unqualified Opinion
2022 Hsu Shu Min, Kuo Rou Lan KPMG Taiwan Unqualified Opinion
2023 ChiangHsiaoLing,KuoRouLan KPMGTaiwan Unqualified Opinion

6.2 Financial analysis for the past 5 fiscal years

6.2.1 Analysis of Consolidated Financial Statements

Year
Analysis Item
Year
Analysis Item
2019 2020 2021 2022 2023
Financial
Structure
Debts Ratio (%) 5.66 6.45 5.56 6.03 5.12
Long-term Fund to Property, Plant
and Equipment (%)
383.52 414.50 450.70 507.52 501.48
Solvency
Analysis
Current Ratio (%) 1,093.83 1,037.69 1,253.53 1,274.66 1,469.32
Quick Ratio (%) 359.02 414.09 570.15 719.34 789.97
Times Interest Earned (Times) 36,923 17,936 14,853.66 62,571.05 34,266.90
Operating
Performance
Accounts Receivable Turnover
(Times)
4.69 5.96 7.20 6.26 6.73
Average Collection Days 78 61 51 58 54
Inventory Turnover (Times) 0.23 0.25 0.27 0.24 0.24
Accounts Payable Turnover (Times) 16.86 17.41 17.87 15.89 13.91
Average Days in Sales 1,587 1,460 1,352 1,521 1,521
Property, Plant and Equipment
Turnover (Times)
1.26 1.50 1.60 1.56 1.49
Total Assets Turnover (Times) 0.32 0.36 0.35 0.31 0.28
Profitability Return on Total Assets (%) 0.28 2.87 2.22 5.64 3.21
Return on Equity (%) 0.27 3.04 2.34 5.98 3.39
Pre-tax Income to Paid- in Capital
Ratio (%)
0.16 8.10 5.99 15.68 8.01
Net Profit Ratio (%) 0.79 8.00 6.28 18.18 11.43
Earnings Per Share (NT$) 0.05 0.60 0.47 1.24 0.72
Cash Flow Cash Flow Ratio (%) 115.89 141.20 148.08 182.20 121.75
Cash Flow Adequacy Ratio (%) 61.15 124.56 284.58 1,505.31 1,078.74
Cash Flow Reinvestment Ratio (%) 3.30 8.18 4.61 7.78 2.07
Leverage Operating Leverage 58.09 3.46 4.13 2.88 3.44
Financial Leverage 1.16 1.01 1.01 1.00 1.00

Note 1: All financial data from 2019 to 2023 has been audited by CPAs.

The causes of changes in the financial ratios for the preceding 2 fiscal years (Analysis of deviation over 20%):

  1. Decrease in times interest earned: Mainly due to the decrease in earnings before tax in 2023.

  2. Increase in return on total assets: Mainly due to the decrease in net income after tax in 2023.

  3. Increase in return on equity: Mainly due to the decrease in net income after tax in 2023.

  4. Decrease in the ratio of earnings before tax to paid-in capital: Due to the decrease in earnings before tax in 2023, resulting in a decrease in the ratio of earnings before tax to paid-in capital.

  5. Decrease in net profit margin (%): Mainly due to the decrease in net income after tax in 2023.

  6. Decrease in earnings per share (NT $): Mainly due to the decrease in net income after tax in 2023.

  7. Decrease in cash flow adequacy ratio: Mainly due to the decrease in net cash flow from operating activities.

  8. Decrease in cash flow adequacy ratio: Mainly due to the decrease in net cash flow from operating activities in the most recent 5 years.

  9. Decrease in cash reinvestment ratio: Mainly due to the decrease in net cash flow from operating activities.

  10. 109 -

Calculation formula for financial analysis:

  1. Financial Structure

  2. (1) Debt Ratio = Total Liabilities / Total Assets.

  3. (2) Long-term Fund to Property, Plant and Equipment Ratio = (Shareholders’ Equity + Noncurrent Liabilities) / Net Property, Plant and Equipment.

  4. Solvency

  5. (1) Current Ratio = Current Assets / Current Liabilities.

  6. (2) Quick Ratio = (Current Assets - Inventories - Prepaid Expenses) / Current Liabilities.

  7. (3) Times Interest Earned = Earnings before Interest and Taxes / Interest Expenses.

  8. Operating Performance

  9. (1) Accounts Receivable Turnover (including accounts receivables and notes receivables arising from operations) = Net Sales / Average Trade Receivables (including accounts receivables and notes receivable arising from operations).

  10. (2) Average Collection Days = 365 / Accounts Receivable Turnover.

  11. (3) Inventory Turnover = Cost of Sales / Average Inventory.

  12. (4) Accounts Payable Turnover (including accounts payables and notes payables arising from operations) = Cost of Sales / Average Trade Payables (including accounts payables and notes payables arising from operations).

  13. (5) Average Days in Sales = 365 / Average Inventory Turnover.

  14. (6) Property, Plant and Equipment Turnover = Net Sales / Average Net Property, Plant and Equipment.

  15. (7) Total Assets Turnover = Net Sales / Average Total Assets.

  16. Profitability

  17. (1) Return on Total Assets = (Net Income + Interest Expenses x (1 - Effective Tax Rate)) / Average Total Assets.

  18. (2) Return on Equity = Net Income / Average Equity.

  19. (3) Net Profit Ratio = Net Income / Net Sales.

  20. (4) Earnings Per Share = (Net Income Attributable to Shareholders of the Parent - Preferred Stock Dividend) / Weighted Average Number of Shares Outstanding.

  21. Cash Flow

  22. (1) Cash Flow Ratio = Net Cash Provided by Operating Activities / Current Liabilities.

  23. (2) Cash Flow Adequacy Ratio = Five-year Sum of Cash from Operations / Five-year Sum of Capital Expenditures, Inventory Additions, and Cash Dividend.

  24. (3) Cash Flow Reinvestment Ratio = (Cash Provided by Operating Activities - Cash Dividends) / (Gross Property, Plant and Equipment + Long-term Investments + Other Non-current Assets + Working Capital).

  25. Leverage

  26. (1) Operating Leverage = (Net Sales - Variable Cost) / Income from Operations.

  27. (2) Financial Leverage = Income from Operations / (Income from Operations - Interest Expenses)

  28. 110 -

6.2.2 Analysis of individual financial statements

Analysis Item Year 2019 2020 2021 2022 2023
Financial
Structure
(%)
Debts Ratio(%) 4.94 5.97 6.30 5.66 4.92
Long-term Fund to Property,
Plant and Equipment(%)
409.93 435.66 457.50 516.40 501.71
Solvency
(%)
Current Ratio(%) 1087.42 994.46 934.01 1,230.39 1,387.76
Quick Ratio(%) 310.65 359.35 407.15 631.82 677.19
Times Interest Earned(Times) 477.27 35,337.41 19,581.18 72,005.30 34,726.43
Operating
Performance
Accounts Receivable Turnover
(Times)
4.62 6.11 7.32 6.23 6.71
Average Collection Days 79 60 50 59 55
InventoryTurnover(Times) 0.23 0.25 0.27 0.24 0.24
Accounts Payable Turnover
(Times)
15.73 17.41 17.89 15.89 13.91
Average Days in Sales 1,587 1,460 1,352 1,521 1,521
Property, Plant and Equipment
Turnover(Times)
1.35 1.59 1.65 1.59 1.49
Total Assets Turnover(Times) 0.32 0.36 0.35 0.31 0.28
Profitability Return on Total Assets(%) 0.27 2.88 2.21 5.63 3.22
Return on Equity (%) 0.27 3.04 2.34 5.98 3.39
Pre-tax Income to Paid- in Capital
Ratio(%)
0.15 8.09 5.98 15.67 8.01
Net Profit Ratio(%) 0.81 8.03 9.42 18.24 11.48
Earnings Per Share(NT$) 0.05 0.60 0.47 1.24 0.72
Cash Flow Cash Flow Ratio(%) 120.52 149.37 137.95 170.52 127.92
Cash Flow AdequacyRatio(%) 68.46 138.93 287.60 1,199.21 820.74
Cash Flow Reinvestment Ratio
(%)
3.36 9.07 6.51 7.01 2.24
Leverage OperatingLeverage 11.38 2.86 3.23 2.72 3.36
Financial Leverage 1.02 1.00 1.00 1.00 1.00

Note 1: All financial data from 2019 to 2023 has been audited by CPAs.

The causes of changes in the financial ratios for the preceding 2 fiscal years (Analysis of deviation over 20%):

  1. Decrease in times interest earned: Mainly due to the decrease in earnings before tax in 2023.

  2. Decrease in return on total assets: Mainly due to the decrease in net income after tax in 2023.

  3. Decrease in return on equity: Mainly due to the decrease in net income after tax in 2023.

  4. Decrease in the ratio of earnings before tax to paid-in capital: Due to the decrease in earnings before tax in 2023, resulting in a decrease in the ratio of earnings before tax to paid-in capital.

  5. Decrease in net profit margin (%): Mainly due to the decrease in net income after tax in 2023.

  6. Decrease in earnings per share (NT $): Mainly due to the decrease in net income after tax in 2023.

  7. Decrease in cash flow adequacy ratio: Mainly due to the decrease in net cash flow from operating activities.

  8. Decrease in cash flow adequacy ratio: Mainly due to the decrease in net cash flow from operating activities in the most recent five years.

  9. Decrease in cash reinvestment ratio: Mainly due to the decrease in net cash flow from operating activities.

  10. Increase in operating leverage: Due to the decrease in operating income for the current period.

  11. 111 -

Calculation formula for financial analysis:

  1. Financial Structure

  2. (1) Debt Ratio = Total Liabilities / Total Assets.

  3. (2) Long-term Fund to Property, Plant and Equipment Ratio = (Shareholders’ Equity + Noncurrent Liabilities) / Net Property, Plant and Equipment.

  4. Solvency

  5. (1) Current Ratio = Current Assets / Current Liabilities.

  6. (2) Quick Ratio = (Current Assets - Inventories - Prepaid Expenses) / Current Liabilities.

  7. (3) Times Interest Earned = Earnings before Interest and Taxes / Interest Expenses.

  8. Operating Performance

  9. (1) Accounts Receivable Turnover (including accounts receivables and notes receivables arising from operations) = Net Sales / Average Trade Receivables (including accounts receivables and notes receivable arising from operations).

  10. (2) Average Collection Days = 365 / Accounts Receivable Turnover.

  11. (3) Inventory Turnover = Cost of Sales / Average Inventory.

  12. (4) Accounts Payable Turnover (including accounts payables and notes payables arising from operations) = Cost of Sales / Average Trade Payables (including accounts payables and notes payables arising from operations).

  13. (5) Average Days in Sales = 365 / Average Inventory Turnover.

  14. (6) Property, Plant and Equipment Turnover = Net Sales / Average Net Property, Plant and Equipment.

  15. (7) Total Assets Turnover = Net Sales / Average Total Assets.

  16. Profitability

  17. (1) Return on Total Assets = (Net Income + Interest Expenses x (1 - Effective Tax Rate)) / Average Total Assets.

  18. (2) Return on Equity = Net Income / Average Equity.

  19. (3) Net Profit Ratio = Net Income / Net Sales.

  20. (4) Earnings Per Share = (Net Income Attributable to Shareholders of the Parent - Preferred Stock Dividend) / Weighted Average Number of Shares Outstanding.

  21. Cash Flow

  22. (1) Cash Flow Ratio = Net Cash Provided by Operating Activities / Current Liabilities.

  23. (2) Cash Flow Adequacy Ratio = Five-year Sum of Cash from Operations / Five-year Sum of Capital Expenditures, Inventory Additions, and Cash Dividend.

  24. (3) Cash Flow Reinvestment Ratio = (Cash Provided by Operating Activities - Cash Dividends) / (Gross Property, Plant and Equipment + Long-term Investments + Other Non-current Assets + Working Capital).

  25. Leverage

  26. (1) Operating Leverage = (Net Sales - Variable Cost) / Income from Operations.

  27. 112 -

6.3 Inspection Report of Supervisors or Audit Committee for the most recent year's financial statement

Abnova (Taiwan) Corporation Inspection Report of Audit Committee

The Board of Directors prepared the Company's business report, financial statements, and profit distribution proposal of 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 certificate.

Abnova (Taiwan) Corporation

Convener of Audit Committee: Cha Anna

February 27, 2024

6.4 Consolidated financial statements for the most recent fiscal year: Please refer to page 122. 6.5 Parent company only financial statements for the most recent fiscal year: Please refer to page 170. 6.6 If the company or its affiliates have experienced financial difficulties in the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, the annual report shall explain how said difficulties will affect the company's financial situation: None.

  • 113 -

VII. Review of Financial Conditions, Operating Results, and Risk Management

7.1 Analysis of Financial Status

Unit: NT$ 1,000; % Unit: NT$ 1,000; %
Year
Item
2022 2023 Difference
Amount %
Current assets 928,192 919,822 (8,370) (1%)
Property, plant and equipment 256,546 257,863 1,317 1%
Intangible Assets 68,815 69,640 825 1%
Other Assets 121,276 108,418 (12,858) (11%)
Total assets 1,374,829 1,355,743 (19,086) (1%)
Current Liabilities 72,819 62,602 (10,217) (14%)
Long-term Liabilities 0 0 0 0
Other Liabilities 10,016 6,822 (3,194) (32%)
Total Liabilities 82,835 69,424 (13,411) (16%)
Share Capital 605,536 605,536 0 0
Capital surplus 474,527 474,527 0 0
Retained earnings 223,838 218,455 (5,383) (2%)
Other Equity (11,907) (12,199) (292) 2%
Total Equity Attributable
to Shareholders
1,291,994 1,286,319 (5,675) (0.4%)
Analysis of Deviation over 20%:
1. The change rate in other liabilities reached 32%, mainly due to the decrease in deferred income tax liabilities and
lease liabilities.

7.2 Analysis of Operation Results

7.2.1 Analysis of Financial Performance

nalysis of Operation Results
7.2.1 Analysis of Financial Performance
nalysis of Operation Results
7.2.1 Analysis of Financial Performance
nalysis of Operation Results
7.2.1 Analysis of Financial Performance
nalysis of Operation Results
7.2.1 Analysis of Financial Performance
nalysis of Operation Results
7.2.1 Analysis of Financial Performance
Unit: NT$ 1,000
Year
Item
2022 2023 Increase
(Decrease)
Amount
Deviation (%)
Sales Revenue 418,396 382,730 (35,666) (8.52)
Deduct:
Sales
returns
and
allowances
(6,640) (678) 5,962 (89.79)
Net Sales 411,756 382,052 (29,704) (7.21)
Operating Costs (210,327) (208,137) 2,190 (1.04)
Gross Profit 201,429 173,915 (27,514) (13.66)
Operating Expenses (137,003) (126,721) 10,282 (7.50)
Operating Profit 64,426 47,194 (17,232) (26.75)
Non-operating Income and
Benefits
30,699 10,680 (20,019) (65.21)
Non-operating Expenses and
Losses
(169) (9,357) (9,188) 5,436.69
Profit Before Tax 94,956 48,517 (46,439) (48.91)
Deduct: Income Tax (Expenses)
Benefits
(20,113) (4,839) 15,274 (75.94)
Profit After Tax 74,843 43,678 (31,165) (41.64)
Analysis of Deviation over 20% (Analysis is not required if the deviation does not exceed 20%):
1. Decrease in sales returns and sales discounts and allowances are mainly due to the decrease in sales discounts
provided to customers in the current period.
2. Decrease in net operating profit: Mainly due to the decrease in sales revenue.
3. Decrease in non-operating income and profit: Mainly due to the decrease in foreign exchange gains.
4. Increase in non-operating expenses and losses: Mainly due to increase in other losses.
5. Decrease in net profit before tax: Mainly due to the above-mentioned reasons.
6. Increase in income tax expense: Mainly due to the decrease in profits in the current period.
7. Decrease in net profit after tax: Mainly due to the above-mentioned reasons.

7.2.2 Sales volume forecast and the basis therefor, and the effect upon the company's financial operations as well as measures to be taken in response

Please refer to the 5.2 Market and Sales Overview under Chapter V. Operational Highlights described in this annual report.

  • 114 -

7.3 Analysis of Cash Flow

7.3.1 Analysis of cash flow changes during the most recent fiscal year

Year
Item

2022
2023 Deviation (%)
Cash Flow Ratio 182.2%
121.75%

(33.18)
Cash Flow Adequacy Ratio 1,505.31%
1,078.74 %

(28.34)
Cash Reinvestment Ratio 7.78%
2.43%

(68.72)
Decrease in cash flow ratio: Mainly due to decrease in net cash flow from operating activities.
Decrease in cash flow adequacy ratio: Mainly due to decrease in net cash flow from operating
activities in the past five years.
Decrease in cash reinvestment ratio: Mainly due to decrease in net cash flow from operating
activities.

7.3.2 Corrective measures to be taken in response to illiquidity: Not applicable.

7.3.3 Solvency analysis for the coming year

7.3.3 Solvency analysis for the coming year 7.3.3 Solvency analysis for the coming year 7.3.3 Solvency analysis for the coming year 7.3.3 Solvency analysis for the coming year
Unit: NT$ 1,000
Estimated Cash
and Cash
Equivalents
at Beginning of
Year A
Estimated
Net Cash
Flow from
Operating
Activities B
Estimated
Cash
Outflow C
Estimated
Cash Surplus
(Deficit)
ABC
Estimated Remedy for Cash
Deficit
Investment Plan Financial Plan
423,515 80,696 (51,338) 452,873 - -
Analysis of cash flow
1. Operating activities: Mainly due to continued growth in the scale of operations in 2024 is
expected and the net profit will increase, resulting in an increase in net cash flows from operating
activities.
2. Investing activities: Mainly due to the acquisition of assets in response to operational needs in
FY 2024.
3. Financing activities: Mainly due to cash dividends distribution is expected in 2024.

7.4 Effect upon financial operations of any major capital expenditures during the most recent fiscal year: None.

  • 7.5 Reinvestment policy for the most recent fiscal year, the main reasons for the profits/losses generated thereby, the plan for improving re-investment profitability, and investment plans for the coming year

7.5.1 Reinvestment policy for the most recent fiscal year

The relevant executive departments comply with the Company's reinvestment policy in accordance with the internal control system, such as the "Investment Cycle" and "Handling Procedures for Acquisition or Disposal of Assets". The aforementioned regulations or procedures have been discussed and approved by the Board of Directors or shareholders' meeting.

  • 115 -

7.5.2 The main reasons for the profits/losses generated thereby, the plan for improving reinvestment profitability, and investment plans for the coming year

Unit: NT$ 1,000

Description
Item

Profit (Loss)
Amount
Reinvestmen
t Policy
Main
Reasons
for the
Losses
Improvement
Plan
Investment
Plan
for the
Coming Year
Abnova GmbH 0
Distribution
of biological
products
Has not put
into
substantial
operations
December 31,
2016, is the
effective date
of dissolution,
and the
liquidation
process has
been filed and
processed in
accordance
with the law.
None
Abnova Holding
Corporation
(10,504) Investment
business
Investment
company
None Depends on
operational
conditions
Abnova
(Cayman)Corporati
on
(10,394) Investment
business
Investment
company
None Depends on
operational
conditions
Abnova(HK)Limite
d
(5,968) Investment
business
Investment
company
None Depends on
operational
conditions
Abnova Diagnostics
(Japan)

(4,210)

R&D,
production,
sales and
examination
of medical
device related
products

Mainly
involves
relevant
operating
expenses
incurred
during the
early stages
of investment

Actively
promoting
inspection
services
business in
Japan
Depends on
operational
conditions
AxleBio Ventures (65) Investment
business
Investment
company
None None
Citil Pharma
Incorporated
(491)
R&D of cell
therapy
technology
Mainly
involves
relevant
operating
expenses
incurred
during the
early stages
of investment
None Depends on
operational
conditions

7.6. Risk analysis in the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report

7.6.1 Effect upon the company's profits (losses) of interest and exchange rate fluctuations and changes in the inflation rate, and response measures to be taken in the future

  1. Interest rate: The Company is not affected by the interest rate as the Company has sufficient own funds, and only has small short-term loans in line with banking relationships. In addition,

  2. 116 -

the Company has established a longstanding and close relationship with the banks, so that the Company is able to obtain funds at a lower cost. In the future, the Company will take into account the amount and cost of various sources of funds in order to raise the necessary funds.

  1. Exchange Rate:

    • A. The quotation for export sales of the Company is often denominated in US dollars or euros. The Company has opened foreign currency accounts to manage and sell foreign currency positions in a timely manner, with a view to minimizing the impact of exchange rate fluctuations. Moreover, the foreign currency generated from sales are used to pay foreign currency payables, achieving a more flexible way of natural hedging, reducing the impact of exchange rate changes on the Company's profitability.

    • B. The Company has established "Handling Procedures for Acquisition or Disposal of Assets” to govern the procedures related to derivatives. In addition, necessary measures will be taken according to the situations of foreign currency positions and exchange rate fluctuations to minimize the foreign exchange risk derived from the operating activities of the Company.

  2. Inflation: The Company's profits and losses have not been significantly affected by inflation. The main raw materials are purchased from suppliers at home and abroad, and the impact of inflation on the Company is minimized through supplier diversification.

  3. 7.6.2 The company's policy regarding high-risk investments, highly leveraged investments, loans to other parties, endorsements, guarantees, and derivatives transactions; the main reasons for the profits/losses generated thereby; and response measures to be taken in the future

  4. The policy for loaning funds to others of the Company is formulated in accordance with the "Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees” of the Company. The Company provides loan funds to its subsidiaries, and the monetary amount of the loan of funds shall not exceed the maximum amount permitted as prescribed in the "Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees”. Also, the Company's operations, finances, and future development are taken into consideration in providing loan funds to effectively control risks, and the permitted amount of loan funds will not adversely affect the financial position of the Company. At present, the Company does not engage in high-risk investments, highly leveraged investments, endorsements, guarantees, and derivatives transactions.

7.6.3 Research and development work to be carried out in the future, and further expenditures expected for research and development work

The existing sufficient and resourceful antibody database of the Company has been used to develop antibody reagents and applications for system integration. Also, the Company is actively developing diagnostic reagents and system instruments. For the Company's R&D plan in FY 2024, please refer to 3. Development of new products on pages 78-80. An estimated R&D expenses for clinical trials and proprietary technology licensing of NT$ 34,776,000 to be invested by the Company in FY 2024.

7.6.4 Effect on the company's financial operations of important policies adopted and changes in the legal environment at home and abroad, and measures to be taken in response

  • The Company's operations comply with the relevant domestic and foreign laws and regulations. The Company pays attention at all times to the domestic and foreign policy trend developments and regulatory changes, collecting relevant information, which will be served as a reference for management in adjusting relevant operational strategies of the Company. To date, the Company has not been affected by any important policies adopted or changes in the legal environment at home and abroad which will affect the financial operations of the Company.

7.6.5 Effect on the company's financial operations of developments in science and technology as well as industrial change (including cyber security risks), and measures to be taken in response 94

The major products of the Company have been widely accepted by customers, and the Company has also been actively enhancing its R&D capabilities and keeping track of industry trends and competitor information, as well as adopting a prudent financial management strategy to maintain

  • 117 -

its market competitiveness. In the future, the Company will continue to monitor relevant technological changes and evaluate their impact on the Company's operations, making corresponding adjustments to enhance the business development and financial position of the Company.

7.6.6 Effect on the company's crisis management of changes in the company's corporate image, and measures to be taken in response

The Company has always adhered to the operating principles of honesty and professionalism and emphasized the corporate image. To date, there shall not have been any event affecting the corporate image of the Company.

7.6.7 Expected benefits and possible risks associated with any merger and acquisitions, and mitigation measures being or to be taken

There are no possible risks associated with any merger and acquisitions as the Company does not have any plans for mergers and acquisitions for the time being.

7.6.8 Expected benefits and possible risks associated with any plant expansion, and mitigation measures being or to be taken

  • There are no possible risks associated with any plant expansion as the Company does not have any plans for plant expansion for the time being.

7.6.9 Risks associated with any consolidation of sales or purchasing operations, and mitigation measures being or to be taken

Procurement: The Company has diversified suppliers at home and abroad and has established good cooperative relationships with existing suppliers. To date, there are no risks associated with any consolidation of purchasing operations.

Sales: The Company has established good cooperative relationships with existing global and regional distributors and is actively increasing its customer base through direct sales via the Company website. To date, there are no risks associated with any consolidation of sales operations.

7.6.10 Effect upon and risk to the company in the event a major quantity of shares belonging to a director, supervisor, or shareholder holding greater than a 10 percent stake in the company has been transferred or has otherwise changed hands, and mitigation measures being or to be taken

The Company currently does not have any major shareholders holding greater than a 10 percent stake. In the event a major quantity of shares has been transferred or has otherwise changed hands, it may result in a re-election of directors due to insufficient shareholding or more than one half of the total number of shares that have been transferred. Therefore, in addition to strengthening the functions of directors, directors are occasionally reminded about the impact of changes in shareholding on the Company's operations.

7.6.11 Effect upon and risk to company associated with any change in governance personnel or top management, and mitigation measures being or to be taken

In the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, there is no change in governance personnel or top management.

7.6.12 Litigious and non-litigious matters

If there has been any material impact upon shareholders' equity or prices for the company's securities as a result of any litigation, non-litigious proceeding, or administrative dispute involving the company that was finalized or remained pending up to the publication of the annual report, the annual report shall disclose the facts in dispute, amount in dispute, commencement date, main parties involved, and current status of the case: None.

  • 7.6.13 Other important risks, and mitigation measures being or to be taken None.

7.7 Other important matters: None.

  • 118 -

VIII. Special Disclosure

8.1 Information of the Affiliates

8.1.1 Consolidated Business Report of the Affiliates

1. Overview of the Affiliates

(1) Basic Information of the Affiliates

December 31, 2023; Unit: NT$ 1,000
Address
Paid-In
Capital
Main Business
or
Items
69126 Heidelberg,
Boxbergring 107 c/o
EMBL Technology
Transfer GmbH
850 Distribution of
biological
products
Portcullis TrustNet
Chambers, P.O. Box
3444, Road Town,
Tortola, British Virgin
Islands
80,908 Investment
business
The Grand Pavilion
Commercial Centre,
Oleander Way, 802
West Bay Road, P.O.
Box 32052, Grand
Cayman KY1-1208
Cayman Islands
79,987 Investment
business
Unit1606,16/F.,Citicorp
Centre,No.18 Whitfield
Road, Causeway
Bay,Hong Kong
51,277
Investment
business
2nd Floor, Ikenokata
Hiro Heights, 2-12-18
Ueno, Taito-ku, Tokyo
19,548
Medical testing
services, R&D,
manufacturing,
and sales of
medical
equipment
5F., No. 1-8, Sec. 5,
Zhongxiao E. Rd., Xinyi
Dist., Taipei City 110,
Taiwan (R.O.C.)
1,300 Investment
business
910 Foulk Road, Suite
201, New Castle
Country, Wilmington
DE 19803. U.S.A.
2,218 R&D of cell
therapy
technology
December 31, 2023; Unit: NT$ 1,000
Address
Paid-In
Capital
Main Business
or
Items
69126 Heidelberg,
Boxbergring 107 c/o
EMBL Technology
Transfer GmbH
850 Distribution of
biological
products
Portcullis TrustNet
Chambers, P.O. Box
3444, Road Town,
Tortola, British Virgin
Islands
80,908 Investment
business
The Grand Pavilion
Commercial Centre,
Oleander Way, 802
West Bay Road, P.O.
Box 32052, Grand
Cayman KY1-1208
Cayman Islands
79,987 Investment
business
Unit1606,16/F.,Citicorp
Centre,No.18 Whitfield
Road, Causeway
Bay,Hong Kong
51,277
Investment
business
2nd Floor, Ikenokata
Hiro Heights, 2-12-18
Ueno, Taito-ku, Tokyo
19,548
Medical testing
services, R&D,
manufacturing,
and sales of
medical
equipment
5F., No. 1-8, Sec. 5,
Zhongxiao E. Rd., Xinyi
Dist., Taipei City 110,
Taiwan (R.O.C.)
1,300 Investment
business
910 Foulk Road, Suite
201, New Castle
Country, Wilmington
DE 19803. U.S.A.
2,218 R&D of cell
therapy
technology
December 31, 2023; Unit: NT$ 1,000
Address
Paid-In
Capital
Main Business
or
Items
69126 Heidelberg,
Boxbergring 107 c/o
EMBL Technology
Transfer GmbH
850 Distribution of
biological
products
Portcullis TrustNet
Chambers, P.O. Box
3444, Road Town,
Tortola, British Virgin
Islands
80,908 Investment
business
The Grand Pavilion
Commercial Centre,
Oleander Way, 802
West Bay Road, P.O.
Box 32052, Grand
Cayman KY1-1208
Cayman Islands
79,987 Investment
business
Unit1606,16/F.,Citicorp
Centre,No.18 Whitfield
Road, Causeway
Bay,Hong Kong
51,277
Investment
business
2nd Floor, Ikenokata
Hiro Heights, 2-12-18
Ueno, Taito-ku, Tokyo
19,548
Medical testing
services, R&D,
manufacturing,
and sales of
medical
equipment
5F., No. 1-8, Sec. 5,
Zhongxiao E. Rd., Xinyi
Dist., Taipei City 110,
Taiwan (R.O.C.)
1,300 Investment
business
910 Foulk Road, Suite
201, New Castle
Country, Wilmington
DE 19803. U.S.A.
2,218 R&D of cell
therapy
technology
Company Name Incorporation
Date
Address Paid-In
Capital


Main Business
or
Items
Abnova -GmbH 2005.04.19 69126 Heidelberg,
Boxbergring 107 c/o
EMBL Technology
Transfer GmbH
850 Distribution of
biological
products
Abnova Holding
Corporation
2014.11.25 Portcullis TrustNet
Chambers, P.O. Box
3444, Road Town,
Tortola, British Virgin
Islands
80,908 Investment
business
Abnova
(Cayman)Corporation
2014.11.28 The Grand Pavilion
Commercial Centre,
Oleander Way, 802
West Bay Road, P.O.
Box 32052, Grand
Cayman KY1-1208
Cayman Islands
79,987 Investment
business
Abnova(HK)Limited 2015.01.06 Unit1606,16/F.,Citicorp
Centre,No.18 Whitfield
Road, Causeway
Bay,Hong Kong
51,277 Investment
business
Abnova Diagnostics
(Japan)
2016.01.15 2nd Floor, Ikenokata
Hiro Heights, 2-12-18
Ueno, Taito-ku, Tokyo
19,548 Medical testing
services, R&D,
manufacturing,
and sales of
medical
equipment
AxleBio Ventures 2023.07.14 5F., No. 1-8, Sec. 5,
Zhongxiao E. Rd., Xinyi
Dist., Taipei City 110,
Taiwan (R.O.C.)
1,300 Investment
business
Citil Pharma
Incorporated
2021.06.04 910 Foulk Road, Suite
201, New Castle
Country, Wilmington
DE 19803. U.S.A.
2,218 R&D of cell
therapy
technology
  • 119 -

(2) Organizational chart of the affiliates: (December 31, 2023)

==> picture [507 x 230] intentionally omitted <==

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

Abnova (Taiwan) Corporation
AxleBio Ventures Abnova Holding Corporation Abnova-GmbH
Citil Pharma Incorporated Abnova (Cayman) Corporation
Abnova Diagnostics (Japan) Abnova(HK)Limited
----- End of picture text -----

Note: In August 2023, the Company sold its equity interest in its affiliate, Citil Pharma Incorporated, to its

subsidiary, AxleBio Ventures. This transaction was part of an organizational restructuring under joint control.

  • (3) Companies presumed to have a relationship of control and subordination under Article 369-3 of the Law: None.

  • (4) The industries covered by the business operated by the affiliates overall: Please refer to the (1) Basic Information of the Affiliates . Where connections exist among the businesses operated by individual affiliates, a description of the mutual dealings and division of work among such affiliates should be provided: None.

(5) Information on the directors, supervisors, and President of each affiliate:

December 31, 2023
Shareholding
Shares
%
(Note 1, 2)
100%
52,700
100%
2,890,000
40%
2,605,000
100%
1,670,000
100%
1,800,000
100%
130,000
100%
December 31, 2023
Shareholding
Shares
%
(Note 1, 2)
100%
52,700
100%
2,890,000
40%
2,605,000
100%
1,670,000
100%
1,800,000
100%
130,000
100%
Company Name Title Representative Shareholding
Shares %
Abnova –GmbH Responsible
Person
Wilber Huang (Note 1, 2) 100%
Abnova Holding
Corporation
Director Wilber Huang 52,700 100%
Citil Pharma Incorporated Responsible
Person
Wilber Huang 2,890,000 40%
Abnova (Cayman)
Corporation
Director Wilber Huang 2,605,000 100%
Abnova (HK) Limited Director Chiu Chi Ching 1,670,000 100%
Abnova Diagnostics
(Japan)
Representative
Director
Wilber Huang 1,800,000 100%
AxleBio Ventures Responsible
Person
Wilber Huang 130,000 100%

Note 1: A subsidiary established in Germany, which is a limited liability company without issued shares.

Note 2: A subsidiary has no operating activities, therefore there is no managerial personnel.

  • 120 -

2. Overview of the Operations of the Affiliates

December 31, 2023; Unit: NT$ 1,000

Company
Name

Paid-in
Capital
Total
Assets
Total
Liabilities
Net
Worth
Operating
Revenue
Operatin
g Profit
Net Income
(After Tax)
Earnings
Per
Share(NT$)
(After Tax)
Abnova-GmbH 850
0
(2,489) (2,809) 0 0 0 0
Abnova Holding
Corporation
80,908 86,390 (114) 86,277 0 (111) (10,504) (199.32)
Citil Pharma
Incorporated
2,218 8,528 (7,728) 800 0 (491) (491) (0.17)
Abnova (Cayman)
Corporation
79,987
86,284
0 86,284 0 (224) (10,394) (3.99)
Abnova (HK)
Limited
51,277 87,260 (2,733) 84,527 0 (274) (5,968) (3.57)
Abnova
Diagnostics (Japan)
19,548 1,148 (62) 1,086 1,459 (558) (4,210) (2.34)
AxleBio Ventures 1,300 1,222 0 1,222 0 (57) (65) (0.50)

8.1.2 Consolidated Financial Statements of Affiliated Enterprises None.

  • 8.2 Private placement of securities during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, and the status of use of the capital raised through the private placement of securities, the implementation progress of the plan, and the realization of the benefits of the plan: None.

  • 8.3 Holding or disposal of shares in the company by the company's subsidiaries during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report: None.

  • 8.4 Other matters that require additional description: None.

  • IX. If any of the situations listed in Article 36, paragraph 2, subparagraph 2 of the Securities and Exchange Act, which might materially affect shareholders' equity or the price of the company's securities, has occurred during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report: None.

  • 121 -

Stock Code: 4133

Abnova (Taiwan) Corporation and Subsidiaries

Consolidated Financial Statements With Independent Auditors’ Report

For the Years Ended December 31, 2023 and 2022

Address 9th Fl., No. 108, Jhouzih St., Neihu District, Taipei City Telephone (02)8751-1888

Notice to readers.

THIS IS A TRANSLATION OF THE FINANCIAL STATEMENTS (THE “FINANCIAL STATEMENTS”) 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 FINANCIAL STATEMENTS SHALL GOVERN ANY AND ALL MATTERS RELATED TO THE INTERPRETATION OF THE SUBJECT MATTER STATED HEREIN.

-122-

Representation Letter

The entities that are required to be included in the consolidated financial statements of Abnova (Taiwan) Corporation as of and for the year ended December 31, 2023 under the Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports, and Consolidated Financial Statements of Affiliated Enterprises are the same as those included in the consolidated financial statements prepared in conformity with International Financial Reporting Standards No. 10 by the Financial Supervisory Commission, “Consolidated Financial Statements.” In addition, the information required to be disclosed in the consolidated financial statements is included in the consolidated financial statements. Consequently, Abnova (Taiwan) Corporation and Subsidiaries do not prepare a separate set of consolidated financial statements.

Company name: Abnova (Taiwan) Corporation Chairman: WILBER HUANG Date: February 27, 2024

-123-

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

-124-

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 check 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 concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

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

Auditor’s responsibilities for the audit of the financial statements

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

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

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

  • B. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the

-125-

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-SupervisoryCompetent Securities-AuditingAuthority 1080303300 ApprovedFinancial-Supervisorycertified No. Securities-Auditing1070304941 February 27, 2024

-126-

Abnova (Taiwan) Corporation and Subsidiaries

Consolidated Balance Sheets

December 31, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars)

Assets
Current assets:
1100
Cash and cash equivalents (Note 6(1))
1150
Notes receivable, net (Note 6(3))
1170
Accounts receivable, net (Note 6(3))
1200
Other receivables (Note 6(4))
130X
Inventories (Note 6(5))
1479
Other current assets (Note 8)
Total current assets
Non-current assets:
1517
Non-current financial assets measured at fair value through other
comprehensive income (Note 6(2))
1550
Investments accounted for using equity method (Note 6(6))
1600
Property, plant and equipment (Note 6(7))
1755
Right-of-use assets (Note 6(8))
1780
Intangible assets (Note 6(9))
1840
Deferred tax assets (Note 6(12))
1900
Other non-current assets (Note 6(11) and 8)
Total non-current assets
Total assets
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))
3110
Ordinary share
3200
Capital surplus
Retained earnings:
3310
Legal reserve
3320
Unappropriated retained earnings
3350
Special reserve
3400
Other equity interest
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, 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
%
-

1

3
-

1

-
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
$ 2,349
14,935
34,384
39
5,105
5,790
Amount
2,622

14,995

41,387
2,057
7,199
4,559
62,602 5 72,819
5
3,783
2,601
438
-
-
-
5,804
3,686
526
-
-

-
6,822 - 10,016
-

69,424
5
82,835


5

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)


44

35

7

-

10

(1)

1,286,319

95

1,291,994



95

$
1,355,743
100
1,374,829


100

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

Chairman: WILBER HUANG

Accounting supervisor: CHANG YA PING

-127-

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)

4000
Operating revenue (Note 6(15) and 7)
5000
Operating costs (Note 6(5))
Net gross profit
Operating expenses:
6100
Marketing expenses
6200
Administrative expenses
6300
R&D expenses
6450
Gains on reversal of expected credit loss (expected credit loss) (Note
6(3))
Total operating expenses
Net operating income
Non-operating income and expenses (Note 6(17))
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Finance costs
7060
Share of associates and joint ventures income accounted for using
equity method (Note 6(6))
Total non-operating income and expenses
Profit from continuing operations before tax
7950
Tax expense (Note 6(12))
Profit
Other comprehensive income:
8310
Components of other comprehensive income that will not be
reclassified to profit or loss
8311
Remeasurements of defined benefit plans (Note 6(11))
8316
Unrealized gains (losses) from investments in equity
instruments measured at fair value through other
comprehensive income (Note 6(2) and (13))
8349
Less: Income tax related to components of other comprehensive
income that will not be reclassified to profit or loss
Components of other comprehensive income that will not
be reclassified to profit or loss
8360
Components of other comprehensive income (loss) that may be
reclassified to profit or loss
8361
Exchange differences on translation of foreign financial
statements (Note 6(13))
8399
Less: Income tax related to components of other comprehensive
income that may be reclassified to profit or loss
Components of other comprehensive income (loss) that
may be reclassified to profit or loss
Other comprehensive income, net of tax
Total comprehensive income
Earnings per share (NT dollars) (Note 6(14))
Basic earnings per share (NT dollars)
Diluted earnings per share (NT dollars)
2023

100

(55)
2022

100

(51)

49
(10)
(11)
(12)

-

(33)

16

1

-

6

-
-

7

23

5

18

-

7
-

7

1
-

1

8

26
1.24
1.23
Amount
$ 382,052
(208,137)
Amount

411,756

(210,327)

173,915



45



201,429

(45,261)
(46,117)
(38,396)
3,053


(12)

(12)

(10)

1


(40,349)

(47,216)

(48,740)

(698)

(126,721)


(33)


(137,003)

47,194



12



64,426

10,528
152
(8,976)
(142)
(239)


3

-

(2)

-

-


3,636
971

26,075
(152)
-

1,323


1

30,530

48,517
4,839


13

1


94,956

20,113

43,678


12


74,843

(618)
-
-


-
-
-

304
28,730
-
(618)
-
29,034

(292)
-


-
-

4,216
-
(292)
-
4,216

(910)


-

33,250

$
42,768


12


108,093

$

0.72

$ 0.72

(See accompanying notes to financial statements.)

Chairman: WILBER HUANG Manager: JIH PEI JU

Accounting supervisor: CHANG YA PING

-128-

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

Balance at January 1, 2022
Profit
Other comprehensive income
Total comprehensive income
Appropriation and distribution of
retained earnings:
Legal reserve
Cash dividends on ordinary shares
Effect on equity of disposal of
subsidiaries
Balance at December 31, 2022
Profit
Other comprehensive income
Total comprehensive income
Appropriation and distribution of
retained earnings:
Legal reserve
Special reserve
Cash dividends on ordinary shares
Balance at December 31, 2023
Shares
Ordinary shares
$ 605,536
-
-
Capital surplus
474,527
-
-
Retained earnings Retained earnings
Other equity interest
Exchange
differences on
translation of
foreign financial
statements
Unrealized gains
(losses) from
financial assets
measured at fair
value through
other
comprehensive
income
(11,178)
20,407
-
-
4,216
28,730
4,216
28,730
-
-
-
-
-
(54,082)
(6,962)
(4,945)
-
-
(292)
-
(292)
-
-
-
-
-
-
-
(7,254)
(4,945)
Other equity interest
Exchange
differences on
translation of
foreign financial
statements
Unrealized gains
(losses) from
financial assets
measured at fair
value through
other
comprehensive
income
(11,178)
20,407
-
-
4,216
28,730
4,216
28,730
-
-
-
-
-
(54,082)
(6,962)
(4,945)
-
-
(292)
-
(292)
-
-
-
-
-
-
-
(7,254)
(4,945)
Other equity interest
Exchange
differences on
translation of
foreign financial
statements
Unrealized gains
(losses) from
financial assets
measured at fair
value through
other
comprehensive
income
(11,178)
20,407
-
-
4,216
28,730
4,216
28,730
-
-
-
-
-
(54,082)
(6,962)
(4,945)
-
-
(292)
-
(292)
-
-
-
-
-
-
-
(7,254)
(4,945)
Total equity

1,211,756
74,843

33,250
Legal reserve Special
reserve
Unappropriated
retained earnings
Exchange
differences on
translation of
foreign financial
statements

82,766
-
-
39,698
74,843
304
(11,178)
-
4,216
- - - 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

Accounting supervisor: CHANG YA PING

Chairman: WILBER HUANG

-129-

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 equity method
Loss (gain) from disposal of property, plant and equipment
Total adjustments to reconcile profit (loss)
Changes in operating assets and liabilities:
Changes in operating assets:
Notes receivable
Accounts receivable
Other receivables
Inventories
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 beginning of period
Cash and cash equivalents at end of 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.) Chairman: WILBER HUANG Manager: JIH PEI JU

Accounting supervisor: CHANG YA PING

-130-

Abnova (Taiwan) Corporation and Subsidiaries Notes to the Consolidated Financial Statements

Abnova (Taiwan) Corporation and Subsidiaries Notes to the Consolidated Financial Statements For the years ended December 31, 2023 and 2022 (Expressed in thousands of New Taiwan Dollars, unless specified otherwise)

1. Company history

Abnova (Taiwan) Corporation (the “Company”) was legally established with the approval of the Ministry of Economic Affairs (R.O.C.) on January 4, 2002, with registered address at 9th Fl., No. 108, Jhouzih St., Neihu District, Taipei City, Taiwan (R.O.C.). The Company and its subsidiaries (the “Group”) has been actively developing, manufacturing, and selling monoclonal antibody, polyclonal antibody, proteins, medical inspection instruments and testing reagents, which are mainly antibody reagents, antibody chips or related products provided to and used by academic, research institutions or pharmaceutical factories, etc. Antibodies are the most important means for understanding proteins and their functions. The products of the Group help to study the relationship between protein changes in the process of cancer, infectious diseases, metabolism and endocrine diseases, and then apply to the development of medical inspection reagents and drugs.

2. Approval date and procedures of the consolidated financial statements

These consolidated financial statements were authorized for issue by the Board of Directors on February 27, 2024.

3. New standards, amendments and interpretations adopted

  • (1) The impact of the International Financial Reporting Standards (“IFRSs”) endorsed by the Financial Supervisory Commission, R.O.C. (“FSC”) which have already been adopted.

The Group has initially adopted the following new amendments, which do not have a significant impact on its financial statements, from January 1, 2023.

  • ‧Amendments to IAS 1 “Disclosure of Accounting Policies”

  • ‧Amendments to IAS 8 “Definition of Accounting Estimates”

  • ‧Amendments to IAS 12 “Deferred Tax related to Assets and Liabilities arising from a Single Transaction”

The Group has initially adopted the following new amendments, which do not have a significant impact on its financial statements, from May 23, 2023.

‧Amendments to IAS 12 “International Tax Reform — Pillar Two Model Rules”

  • (2) The impact of IFRS issued by the FSC but not yet effective The Group assesses that the adoption of the following new amendments, effective for annual period beginning on January 1, 2024, would not have a significant impact on its financial statements.

‧Amendments to IAS 1 “Classification of Liabilities as Current or Non-current”

‧Amendments to IAS 1 “Non-current Liabilities with Covenants

  • ‧Amendments to IAS 7 and IFRS 7 “Supplier Finance Arrangements”

  • ‧Amendments to IFRS 16 “Lease Liability in Sale and Leaseback”

  • (3) The impact of IFRS issued by IASB but not yet endorsed by the FSC

  • The Group assesses that the adoption of the following new or amended standards, not yet endorsed by the FSC, would not have a significant impact on its financial statements.

  • ‧Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets Between an Investor and Its Associate or Joint Venture”

  • ‧IFRS 17 “Insurance Contracts” and amendments to IFRS 17 “Insurance Contracts”

  • ‧Amendments to IFRS 17 "Initial Application of IFRS 17 and IFRS 9 - Comparative Information"

  • ‧Amendments to IAS 21 “Lack of Exchangeability”

-131-

Abnova (Taiwan) Corporation and Subsidiaries Notes to the Consolidated Financial Statements

4. Summary of significant accounting policies

The significant accounting policies presented in the consolidated financial statements are summarized below. Except for those specifically indicated, the following accounting policies were applied consistently throughout the periods presented in the financial statements.

  • (1) Statement of compliance

These consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers (hereinafter referred to as “the Regulations”) and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, ands SIC Interpretations endorsed by the Financial Supervisory Commission, R.O.C.

  • (2) Basis of preparation

  • A. Basis of measurement

Except for the following significant accounts, the consolidated financial statements have been prepared on a historical cost basis:

  • (a) Financial assets at fair value through other comprehensive income are measured at fair value; and

  • (b) The defined benefit liabilities (assets) are measured at fair value of the plan assets less the present value of the defined benefit obligation, limited as explained in Note 4(15).

B. Functional and presentation currency

The functional currency of each entity of the Group is determined based on the primary economic environment in which the entity operates. The financial statements are presented in New Taiwan Dollars, which is the Group’s functional currency. All financial information presented in New Taiwan Dollars has been rounded to the nearest thousand.

  • (3) Basis of consolidation

A. Principles of preparation of the consolidated financial statements

The consolidated financial statements comprise the Company and subsidiaries. Subsidiaries are entities controlled by the Group. Except for Abnova GmbH, the German subsidiary which is not included in an entity of the Group’s consolidated financial report, the rest of the subsidiaries have been included. The Group ‘controls’ an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases. Intragroup balances and transactions, and any unrealized income and expenses arising from Intragroup transactions are eliminated in preparing the consolidated financial statements. The Group attributes the profit or loss and each component of other comprehensive income to the owners of the parent and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance.

The Group prepares consolidated financial statements using uniform accounting policies for like transactions and other events in similar circumstances.

Changes in the Group’s ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received will be recognized directly in equity, and the Group will attribute it to the owners of the parent.

-132-

Abnova (Taiwan) Corporation and Subsidiaries Notes to the Consolidated Financial Statements

  • B. List of subsidiaries in the consolidated financial statements The consolidated entities were as follows:
**Name of investor ** Name of subsidiary Main
activities
Percentage of ownership Percentage of ownership Note
December
31, 2023
December
31, 2022
The Company
Abnova Holding Corporation
Abnova (Cayman)
Corporation
Abnova Holding Corporation
AxleBio Ventures
Abnova (Cayman) Corporation
Abnova (HK) Limited
Abnova Diagnostics
Investment
business
Investment
business
Investment
business
Investment
business
R&D,
manufacturing
and sales of
medical
device, etc.,
testing
services
100.00%
100.00%
100.00%
100.00%

100.00%

100.00%

-
%

100.00%

100.00%

100.00%


Note


Note The subsidiary has been newly established in July, 2023 by the Company.

  • C. Subsidiaries excluded from the consolidated financial statements:
Name of investor
Name of subsidiary
Main
activities
Percentage of ownership
December
31, 2023
December
31, 2022
Note
The Company
Abnova-GmbH
Distribution of
biological
products
100.00%
100.00%
Note

Note Since Abnova GmbH’s capital equivalent to NT$1,210 (0.2% of the Group’s capital), its total assets were less than 1% of the Group’s total assets, and it had no operating income, the consolidated financial report with this subsidiary had not been prepared. The Board of Directors of the Company approved the dissolution and liquidation proposal of Abnova GmbH on November 11, 2016, and the dissolution and liquidation was on December 31, 2016, as the base date.

(4) Foreign currency

A. Foreign currency transactions

Transactions in foreign currencies are translated into the respective functional currencies of Company entities at the exchange rates at the dates of the transactions. At the end of each subsequent reporting period, monetary items denominated in foreign currencies are translated into the functional currencies using the exchange rate at that date. Non-monetary items denominated in foreign currencies that are measured at fair value are translated into the functional currencies using the exchange rate at the date that the fair value was determined. Non-monetary items denominated in foreign currencies that are measured based on historical cost are translated using the exchange rate at the date of the transaction.

Exchange differences are generally recognized in profit or loss, except for those differences relating to the following, which are recognized in other comprehensive income:

  • (a) an investment in equity securities designated as at fair value through other comprehensive income;

  • (b) a financial liability designated as a hedge of the net investment in a foreign operation to the extent that the hedge is effective; or

-133-

Abnova (Taiwan) Corporation and Subsidiaries Notes to the Consolidated Financial Statements

  • (c) qualifying cash flow hedges to the extent that the hedges are effective.

  • B. Foreign operations

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into the New Taiwan Dollars at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into the New Taiwan Dollars at the average exchange rate. Exchange differences are recognized in other comprehensive income.

When a foreign operation is disposed of such that control, significant influence, or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. When the Group disposes only a part of its interest in a subsidiary that includes a foreign operation while retaining control, the relevant proportion of the cumulative amount is reattributed to non-controlling interests. When the Group disposes only a part of its investment in an associate or joint venture that includes a foreign operation while retaining significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss.

When the settlement of a monetary receivable from or payable to a foreign operation is neither planned nor likely to occur in the foreseeable future, Exchange differences arising from such a monetary item that are considered to form part of the net investment in the foreign operation are recognized in other comprehensive income.

  • (5) Classification of current and non-current assets and liabilities

  • An asset is classified as current under one of the following criteria, and all other assets are classified as non-current:

  • A. It is expected to be realized, or intended to be sold or consumed, in the normal operating cycle;

  • B. It is held primarily for the purpose of trading;

  • C. It is expected to be realized within twelve months after the reporting period; or

  • D. The asset is cash or cash equivalent unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

  • A liability is classified as current under one of the following criteria, and all other liabilities are classified as non-current:

  • A. It is expected to be settled in the normal operating cycle;

  • B. It is held primarily for the purpose of trading;

  • C. It is due to be settled within twelve months after the reporting period; or

  • D. The Group does not have any unconditional right to defer the settlement of the liability for at least twelve months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by issuing equity instruments that do not affect its classification.

  • (6) Cash and cash equivalents

Cash comprises cash on hand and demand deposits. Cash equivalents are short term, highly liquid investments that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value. Time deposits which meet the above definition and are held for the purpose of meeting short term cash commitments rather than for investment or other purposes should be recognized as cash equivalents.

  • (7) Financial instruments

Accounts receivables and debt securities issued are initially recognized when they are originated. All other financial assets and financial liabilities are initially recognized when the Group becomes a party to the contractual provisions of the instrument. A financial asset (unless it is an accounts receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not at fair value through profit or loss (FVTPL), transaction costs that are directly attributable to its acquisition or issue. An accounts receivable without a significant financing component is initially measured at the transaction price.

-134-

Abnova (Taiwan) Corporation and Subsidiaries Notes to the Consolidated Financial Statements

A. Financial assets

  • All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.

On initial recognition, a financial asset is classified as measured at: amortized cost; Fair value through other comprehensive income (FVOCI) – debt investment; FVOCI – equity investment; or FVTPL. Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.

  • (a) Financial assets measured at amortized cost

  • A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL:

  • ‧It is held within a business model whose objective is to hold assets to collect contractual cash flows; and

  • ‧Its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

These assets are subsequently measured at amortized cost, which is the amount at which the financial asset is measured at initial recognition, plus/minus, the cumulative amortization using the effective interest method, adjusted for any loss allowance. Interest income, foreign exchange gains and losses, as well as impairment, are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.

  • (b) Financial assets measured at fair value through other comprehensive income (FVOCI) On initial recognition of an equity investment that is not held for trading, the Group may irrevocably elect to present subsequent changes in the investment’s fair value in other comprehensive income. This election is made on an instrument-by-instrument basis. Equity investments at FVOCI are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in other comprehensive income and are never reclassified to profit or loss.

  • Dividend income is recognized in profit or loss on the date on which the Group’s right to receive payment is established (usually the ex-dividend date).

  • (c) Impairment of financial assets

  • The Group recognizes loss allowances for expected credit losses (ECL) on financial assets measured at amortized cost (including cash and cash equivalents, financial assets measured at amortized costs, notes and accounts receivables, other receivable, guarantee deposit paid and other financial assets) and contract assets.

The Group measures loss allowances at an amount equal to lifetime ECL, except for the following which are measured as 12-month ECL:

  • ‧Debt securities that are determined to have low credit risk at the reporting date; and

  • ‧Other debt securities and bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition.

Loss allowance for accounts receivables and contract assets are always measured at an amount equal to lifetime ECL.

When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECL, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis based on the Group’s historical experience and informed credit assessment as well as forward-looking information.

ECLs are probability-weighted estimate of credit losses. Credit losses are measured as the

-135-

Abnova (Taiwan) Corporation and Subsidiaries Notes to the Consolidated Financial Statements

present value of all cash shortfalls (i.e. the difference between the cash flows due to the Group in accordance with the contract and the cash flows that the Group expects to receive). ECLs are discounted at the effective interest rate of the financial asset.

At each reporting date, the Group assesses whether financial assets carried at amortized cost are credit-impaired. A financial asset is 'credit-impaired' when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. Evidence that a financial asset is credit-impaired includes the following observable data:

‧Significant financial difficulty of the borrower or issuer;

‧A breach of contract such as a default or being more than some time past due;

‧The lender of the borrower, for economic or contractual reasons relating to the borrower's financial difficulty, having granted to the borrower a concession that the lender would not otherwise consider;

‧It is probable that the borrower will enter bankruptcy or other financial reorganization; or ‧The disappearance of an active market for that financial assets because of financial difficulties. Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets.

The gross carrying amount of a financial asset is written off when the Group has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. For corporate accounts, the Group individually makes an assessment with respect to the timing and amount of write-off based on whether there is a reasonable expectation of recovery. The Group expects no significant recovery from the amount written off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Group’s procedures for recovery of amounts due.

  • (d) Derecognition of financial assets

The Group derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.

The Group enters into transactions whereby it transfers assets recognized in its statement of balance sheet, but retains either all or substantially all of the risks and rewards of the transferred assets. In these cases, the transferred assets are not derecognized.

  • B. Financial liabilities and equity instruments

  • (a) Classification of liabilities and equity

The Group shall classify the debt and equity instruments issued by the Group as a financial liability or an equity instrument in accordance with the substance of the contractual arrangement and the definition of a financial liability and an equity instrument.

  • (b) Financial liabilities

Financial liabilities are measured at amortized costs.

  • (c) Other financial assets are measured at amortized costs by effective interest rate method subsequently. The interest expenses and exchange gains or losses are recognized in profit or loss. Any gains or losses at derecognition are recognized in profit or loss as well.

  • (d) Derecognition of financial liabilities

The Group shall remove a financial liability from its statement of financial position when the obligation specified in the contract is discharged or cancelled or expires. A substantial modification of the terms of an existing financial liability and significant difference in cash flows after the modification shall be accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability by fair value based on the modified contractual terms.

-136-

Abnova (Taiwan) Corporation and Subsidiaries Notes to the Consolidated Financial Statements

At derecognition of a financial liability, the difference between the carrying amount of the financial liability extinguished or transferred to another party and the consideration paid (including any non-cash assets transferred or liabilities assumed), shall be recognized in profit or loss.

  • (8) Inventories

  • A. The perpetual inventory system is adopted, and the acquisition costs are recorded in the account. The costs are determined by the weighted average method, and the fixed production overheads are allocated according to the normal operating capacity of the production equipment. Inventories at the end of period except for obsolete and slow-moving inventories are provided for loss allowance. Inventories are measured at the lower of cost and net realizable value. When comparing the lower of cost and net realizable value, the item-by-item comparison method is adopted. The market price of raw materials is the replacement cost (that is, the latest purchase price); the market price of work in progress, semi-finished goods, finished goods and commodity inventories is the net realizable value.

  • B. The basis for the loss allowance for each obsolete and slow-moving inventory is explained as follows:

  • (a) 100% loss allowance provisions for protein inventory over two years (entering the third year); 2% to 50% loss allowance provisions for the stock age within two years (exclusive).

  • (b) 1% to 3% loss allowance provisions for testing instruments within two years (exclusive) according to the stock age; 10% to 70% loss allowance provisions for the stock age over two years (entering the third year) to five years (exclusive); 100% loss allowance provisions for the stock age reaches five years (entering the sixth year).

  • (c) 0.1% to 20% loss allowance provisions for the stock age of inventories other than protein and testing instruments within four years (exclusive); 40% to 80% loss allowance provisions for the stock age reaches five years (entering the sixth year) to six years (exclusive); 100% loss allowance provisions for the stock age reaches six years (entering the seventh year).

  • (9) Invest in associates

Associates are that in which the Group has significant influence over their financial and operating policies but is not controlling or jointly controlling.

The Group adopts the equity method to handle the interests of the associates. Under the equity method, the original acquisition is recognized at cost, and investment costs include transaction costs. The carrying amount of investments in an associate includes the goodwill identified at the time of the original investment, less any accumulated impairment loss.

The consolidated financial report includes from the date of significant influence to the date of loss of significant influence; after the adjustments made consistent with the accounting policy of the Group, the Group recognizes the profit and loss and the amount of other comprehensive income of each investment in associates based on the equity ratio. When the equity changes in non- profit or loss and other comprehensive income of an associate does not affect the shareholding ratio of the Group, the Group will recognize all changes in equity as capital reserves according to the shareholding ratio. Unrealized gains and losses arising from transactions between the Group and associates are recognized in the corporate financial statements only within the scope of non-related party investors’ interests in associates.

When the Group shall recognize the loss share of an associate proportionally equal to or exceeds its equity in the associate, it shall stop recognizing the losses, and only within the scope of a legal obligation, a constructive obligation, or a payment made on behalf of the invested company, additional losses and related liabilities shall be recognized.

When an associate issues new shares, if the Group does not subscribe in accordance with the shareholding ratio, resulting in a change in the shareholding ratio, and thus an increase or decrease in the net equity value of the investment occurred, the increase or decrease shall be adjusted to the capital reserve and the investment using the equity method. If this adjustment is to write-down the

-137-

Abnova (Taiwan) Corporation and Subsidiaries Notes to the Consolidated Financial Statements

capital reserve, and the balance of the capital reserve generated by the investment using the equity method is insufficient, the difference will be debited to retained earnings. However, if the Group does not subscribe according to the shareholding ratio, resulting in a decrease in its ownership interest in the associate, the amount related to the associate previously recognized in other comprehensive income is reclassified according to the reduction ratio, and its accounting treatment is the basis same as that which an associate would have to follow if it directly disposes of the related assets or liabilities.

  • (10) Property, plant and equipment

  • A. Recognition and measurement

Items of property, plant and equipment are measured at cost, which includes capitalized borrowing costs, less accumulated depreciation and any accumulated impairment losses.

If significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

  • Any gain or loss on disposal of an item of property, plant and equipment is recognized in profit or loss.

  • B. Subsequent cost

Subsequent expenditure is capitalized only if it is probable that the future economic benefits associated with the expenditure will flow to the Group.

  • C. Depreciation

Depreciation is calculated on the cost of an asset less its residual value and is recognized in profit or loss on a straight-line basis over the estimated useful lives of each component of an item of property, plant and equipment.

Land is not depreciated.

The estimated useful lives of property, plant and equipment for current and comparative periods are as follows: (a) Buildings and structures 9 to 50 years (b) Machinery and equipment 3 to 15 years (c) Office equipment 3 to 8 years (d) Leasehold improvements 3 to 10 years (e) Other equipment 1 to 7 years Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

  • (11) Leases

At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

  • A. As a lessee

The Group recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be reliably determined, the Group’s incremental borrowing rate. Generally, the Group uses

-138-

Abnova (Taiwan) Corporation and Subsidiaries Notes to the Consolidated Financial Statements

its incremental borrowing rate as the discount rate.

Lease payments included in the measurement of the lease liability comprise the following:

(a) fixed payments;

  • (b) variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;

(c) amounts expected to be payable under a residual value guarantee; and

(d) payments for purchase or termination options that are reasonably certain to be exercised.

The lease liability is measured at amortized cost using the effective interest method. It is remeasured when:

(a) there is a change in future lease payments arising from the change in an index or rate;

(b) there is a change in the Group’s estimate of the amount expected to be payable under a residual value guarantee;

  • (c) there is a change in the lease term resulting from a change of its assessment on whether it will exercise an option to purchase the underlying asset;

  • (d) there is a change of its assessment on whether it will exercise a purchase, extension or termination option;

  • (e) there is any lease modification.

When the lease liability is remeasured, other than lease modifications, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or in profit and loss if the carrying amount of the right-of-use asset has been reduced to zero.

When the lease liability is remeasured to reflect the partial or full termination of the lease for lease modifications that decrease the scope of the lease, the Group accounts for the remeasurement of the lease liability by decreasing the carrying amount of the right-of-use asset to reflect the partial or full termination of the lease, and recognize in profit or loss any gain or loss relating to the partial or full termination of the lease.

The Group presents right-of-use assets and lease liabilities that do not meet the definition of investment property as a separate line item respectively in the statement of financial position.

The Group has elected not to recognize right-of-use assets and lease liabilities for office equipment with short-term leases that have a lease term of 12 months or less and leases of low-value assets. The Group recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

  • B. As a lessor

When the Group acts as a lessor, it determines at lease commencement whether each lease is a finance lease or an operating lease. To classify each lease, the Group makes an overall assessment of whether the lease transfers to the lessee substantially all the risks and rewards of ownership incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then the lease is an operating lease. As part of this assessment, the Group considers certain indicators such as whether the lease is for the major part of the economic life of the asset. When the Group is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease, not with reference to the underlying asset. If a head lease is a short-term lease to which the Group applies the exemption described above, then it classifies the sub-lease as an operating lease.

If an arrangement contains lease and non-lease components, the Group applies IFRS 15 to allocate the consideration in the contract.

  • (12) Intangible assets

  • A. Recognition and measurement

Goodwill arising on the acquisition of a subsidiary is measured at cost less accumulated impairment losses.

Expenditure on research activities is recognized in profit or loss as incurred.

-139-

Abnova (Taiwan) Corporation and Subsidiaries Notes to the Consolidated Financial Statements

Development expenditure is capitalized only if the expenditure can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable and the Group intends to, and has sufficient resources to, complete development and to use or sell the asset. Otherwise, it is recognized in profit or loss as incurred. Subsequent to initial recognition, development expenditure is measured at cost, less accumulated amortization and any accumulated impairment losses.

Other intangible assets, including computer software, patent rights and customer relationships, are acquired by the Group and have finite useful lives are measured at cost less accumulated amortization and any accumulated impairment losses.

  • B. Subsequent expenditure

Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, is recognized in profit or loss as incurred, including internally developed goodwill and brands.

  • C. Amortization

Amortization is calculated over the cost of the asset, less its residual value, and is recognized in profit or loss on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use.

The estimated useful lives of intangible assets for current and comparative periods are as follows:

(a) Royalty 5 to 30 years (b) Intangible assets internally generated 3 years

(c) Customer relationships 3 years

(d) Computer software 5 to 10 years

Amortization methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

  • (13) Impairment of non-derivative financial assets

At each reporting date, the Group reviews the carrying amounts of its non-financial assets (other than inventories, contract assets and deferred tax assets) to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated.

For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs.

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.

An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount.

  • (14) Revenue recognition

  • A. Revenue from contracts with customers

Revenue is measured based on the consideration to which the Group expects to be entitled in exchange for transferring goods to a customer. The Group recognizes revenue when it satisfies a performance obligation by transferring control of a good to a customer. The description of main income items is as follows:

-140-

Abnova (Taiwan) Corporation and Subsidiaries Notes to the Consolidated Financial Statements

  • (a) Sales of goods

The Group recognizes revenue when control of the products has transferred, being when the products are delivered to the customer upon the transaction terms, the customer has full discretion over the channel and price to sell the products, and there is no unfulfilled obligation that could affect the customer’s acceptance of the products. Delivery occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred to the customer, and either the customer has accepted the products in accordance with the sales contract, the acceptance provisions have lapsed, or the Group has objective evidence that all criteria for acceptance have been satisfied.

The Group offers volume discounts to customers. The Group recognizes revenue on the basis of the net amount of the contract price minus the estimated volume discount. The amount of the volume discount is estimated based on the expected value based on past cumulative experience, and revenue is recognized only in the range where there is a high probability that no significant reversal will occur.

  • (15) Employee benefits

A. Defined contribution plans

Obligations for contributions to defined contribution plans are expensed as the related service is provided.

B. Defined benefit plans

The Group’s net obligation in respect of each defined benefit plans is calculated by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets.

The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Group, the recognized asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements.

Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognized immediately in other comprehensive income, and accumulated in retained earnings within equity. The Group determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability (asset). Net interest expense and other expenses related to defined benefit plans are recognized in profit or loss.

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognized immediately in profit or loss. The Group recognizes gains and losses on the settlement of a defined benefit plan when the settlement occurs.

  • C. Short-term employee benefits

Short-term employee benefits are expensed as the related service is provided. A liability is recognized for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

  • (16) Income taxes

Income taxes comprise current taxes and deferred taxes. Except for expenses related to business combinations or recognized directly in equity or other comprehensive income, all current and deferred taxes are recognized in profit or loss.

Current taxes comprise the expected tax payables or receivables on the taxable profits (losses) for the

-141-

Abnova (Taiwan) Corporation and Subsidiaries Notes to the Consolidated Financial Statements

year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payables or receivables, which reflects the related uncertainties of income taxes (if any), are the best estimate of the tax amount expected to be paid or received. It is measured using tax rates enacted or substantively enacted at the reporting date.

Deferred income tax shall be recognized for the temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements, except to the extent that:

  • A. the initial recognition of an asset or liability in a transaction which is not a business combination, and at the time of the transaction, (i) affects neither accounting profit (ii) nor taxable profit (tax loss) and (ii) does not give rise to equal taxable and deductible temporary differences, or

  • B. the temporary differences associated with investments in subsidiaries, and it is probable that the temporary differences will not reverse in the foreseeable future, or

  • C. the deferred tax liabilities arise from the initial recognition of goodwill.

Deferred tax assets are recognized for the carry forward of unused tax losses, unused tax credits, and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefits will be realized; such reductions are reversed when the probability of future taxable profits improves.

Deferred income tax is measured at the tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based on tax rates or tax laws that have been enacted or substantively enacted at the reporting date, and already reflected the income tax related uncertainty (if any).

The Group shall offset current tax assets and current tax liabilities, only if:

  • A. the Group has a legally enforceable right to set off current tax assets against current tax liabilities; and

  • B. the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on either:

  • (a) The same taxable entity; or

  • (b) Different taxable entities which intend to settle current tax assets and liabilities on a net basis, or to realize the assets and liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

  • (17) Earnings per share

The Group discloses the Company’s basic and diluted earnings per share attributable to ordinary shareholders of the Company. Basic earnings per share is calculated as the profit attributable to ordinary shareholders of the Company divided by the weighted average number of ordinary shares outstanding. Diluted earnings per share is calculated as the profit attributable to ordinary shareholders of the Company divided by the weighted average number of ordinary shares outstanding after adjustment for the effects of all potentially dilutive ordinary shares.

  • (18) Segment information

The Group’s operating segments information is reported in a consistent manner with internal management reports provided to key operating decision makers. The chief operating decision maker is responsible for allocating resources to operating segments and assessing their performance.

-142-

Abnova (Taiwan) Corporation and Subsidiaries Notes to the Consolidated Financial Statements

5. Significant accounting assumptions and judgments, and major sources of estimation uncertainty

The preparation of the consolidated financial report requires management to make judgments, estimates, and assumptions that affect the application of the accounting policies and the reported amount of assets, liabilities, income, and expenses. Actual results may differ from these estimates. The management continues to monitor the accounting estimates and assumptions. The management recognizes any changes in accounting estimates during the period and the impact of those changes in accounting estimates in the following period.

Accounting policies involve critical judgments and have no significant impact on the amount recognized in this consolidated financial report.

Information about uncertainties of the following assumptions and estimates which have significant risks of causing critical adjustments to the carrying amount of assets and liabilities in the next fiscal year is as follows:

(1) Valuation of inventories

As inventories are stated at the lower of cost or net realizable value, the Group estimates the net realizable value of inventories for normal loss and unmarketable items at the end of the reporting period and then writes down the cost of inventories to net realizable value. In addition, the Group has also considered the industry characteristics and the liquidity of inventories to assess the loss allowance for slow-moving inventories. The net realizable value of the inventory is mainly determined based on assumptions as to future demand within a specific time horizon. Due to the changes in industrial application technology, there may be significant changes in the net realizable value of inventories.

6. Explanation of significant accounts

(1) Cash and cash equivalents

tion of significant accounts
ash and cash equivalents
Cash
Checking account
Demand deposits
Time deposits
Cash and cash equivalents listed in the consolidated
statements of cash flows
December 31, 2023
$ 466
487
131,640
290,922
$
423,515
December 31, 2022
589
716
163,855
201,905
367,065

$
423,515

The term of the Group’s time deposits is three months. It is used as a short-term fund that can be converted momentarily for any fund demand, and the risk of value changes is low, so it is classified under cash and cash equivalents. Please refer to Note 6(18) for the interest rate risk, and sensitivity analysis of the financial assets and liabilities.

(2) Financial assets measured at fair value through other comprehensive income

December 31, 2023 December 31, 2022

Equity instruments measured at fair value through other comprehensive income: Foreign non-listed (non-OTC-listed) stocks Hukui Biotechnology Corporation (Samoa) $ - -

-143-

Abnova (Taiwan) Corporation and Subsidiaries Notes to the Consolidated Financial Statements

  • A. Investments in equity instruments measured at fair value through other comprehensive income The Group designated the investment shown above as equity securities at fair value through other comprehensive income because these equity securities represent those investments that the Group intends to hold for long-term strategic purpose.

  • Please refer to Note 6(18) for information on the carrying amount, fair value and market risks of the foreign non-listed (non-OTC-listed) stocks of Hukui Biotechnology Corporation (Samoa) held by the Group.

Gains on valuation of financial assets measured at fair value through other comprehensive income recognized by the Group was $28,730,000 for the year ended December 31 2022.

  • B. The aforementioned financial assets were not pledged as collateral.

  • (3) Notes and accounts receivable

Notes receivable
Accounts receivable
Less: Loss allowance
December 31, 2023 December 31, 2022
246
68,151
(8,152)
60,245
$ 491
44,679
(5,247)
$
39,923

The Group applies the simplified approach to provide for its expected credit losses, i.e. the use of lifetime expected loss provision for all receivables. To measure the expected credit losses, accounts receivables have been grouped based on shared credit risk characteristics and the days past due, as well as the incorporated forward-looking information.

The loss allowance provisions for notes and accounts receivable of the series products of circulating tumor cell testing were determined as follows:

Current and less than 30 days past due
Current and less than 30 days past due
December 31, 2023 December 31, 2023 December 31, 2023
Loss allowance
provision
-
Gross carrying
amount
$
-
Weighted-aver
age loss rate

Loss allowance
provision
-
Gross carrying
amount
$
26
Weighted-aver
age loss rate
1.51%

The loss allowance provisions for notes and accounts receivable for the series products of noncirculating tumor cell testing were determined as follows:

Current and less than 30 days past due
31 to 60 days past due
61 to 90 days past due
91 to 120 days past due
121 to 180 days past due
181 to 365 days past due
More than 365 days past due
December 31, 2023 December 31, 2023 December 31, 2023
Loss allowance
provision
584
245
179
283
1,058
1,590
1,308
Gross carrying
amount
$ 37,369
1,276
563
582
1,962
2,110
1,308
Weighted-aver
age loss rate

1.56%

19.20%

31.74%

48.68%

53.91%

75.37%
100.00%

$
45,170

5,247

-144-

Abnova (Taiwan) Corporation and Subsidiaries Notes to the Consolidated Financial Statements

Current and less than 30 days past due
31 to 60 days past due
61 to 90 days past due
91 to 120 days past due
121 to 180 days past due
181 to 365 days past due
More than 365 days past due
December 31, 2022 December 31, 2022 December 31, 2022
Loss allowance
provision
539
1,749
474
1,418
1,161
1,899
912
8,152
Gross carrying
amount
Weighted-aver
age loss rate

1.19%

14.01%

25.11%

42.32%

56.21%

81.47%

100.00%
$ 45,339
12,486
1,888
3,350
2,066
2,330
912
$
68,371

The movement in the loss allowance for notes and accounts receivable were as follows:

Balance at January 1
Impairment losses
Irrecoverable amount written-off in the current year
Reversal of impairment losses
Others
Balance at December 31
2023
$ 8,152
-
-
(3,053)
148
2022

14,449
698
(6,995)

-

-
8,152
$
5,247

The aforementioned financial assets were not pledged as long-term loans and financing facilities.

  • (4) Other receivables

Other receivables

December 31,
2023
$
31,099
December 31,
2022

95,657

The Group disposed its subsidiary, Abnova Diagnostics (Dongguan) Limited, on November 3, 2022 for a total selling price of USD 3,035 thousand. Due to the weakening trend of the exchange rate between CNY and USD, the buyer requested to revise the amount of the sale. Both parties of the sale have reached an agreement on August 30, 2023 to revise the amount to be CNY 20,600 thousand. Losses on revising the contract amounted to NT$6,770 thousand, which were recognized under other gains and losses. As of December 31, 2023, the Group has collected the first installment of CNY 14,500 thousand, and the second installment of CNY 3,426 thousand has been collected in January, 2024. The remaining amount of CNY 2,674 thousand is expected to be collected in 2024.

-145-

Abnova (Taiwan) Corporation and Subsidiaries Notes to the Consolidated Financial Statements

(5) Inventories

ventories
Raw materials and supplies
Semi-finished goods
Work in progress
Finished goods
Merchandise
Testing instruments
December 31,
2023
$ 23,680
250,513
9,954
118,303
5,163
689
December 31,
2022

21,973

239,258

6,503

119,329

6,364

2,652

396,079
$
408,302

The components of cost of sales for the years ended December 31, 2023 and 2022 are as follows:

Sales of inventories transferred
Inventory disposal loss
Gains on reversal of inventory valuation loss
Total
2023
$ 160,359
60,126
(12,348)
2022
163,554
60,016
(13,243)
210,327

$
208,137

As of December 31, 2023 and 2022, the inventories were not pledged as collateral.

(6) Investments accounted for using equity method

The equity method adopted by the Group at the reporting date was as follows:

Subsidiary
Abnova GmbH (Note)
Associate
Citil Pharma Incorporated
December 31,
2023
$
(2,809)
December 31,
2022

(2,809)

550

$
251

Note The net amount deducted from receivables as of December 31, 2023 and 2022 were listed in “other non-current liabilities.” Please refer to Note 7.

Since Abnova GmbH’s capital equivalent to NT$1,210 thousand (0.2% of the Group’s capital), its total assets were less than 1% of the Group’s total assets, and it had no operating income, the consolidated financial report with this subsidiary had not been prepared.

The Board of Directors of the Company approved the dissolution and liquidation proposal of Abnova GmbH on November 11, 2016, and the dissolution and liquidation was on December 31, 2016, as the base date. The liquidation has not completed by December 31, 2023.

The Company sold the shares of the associate, Citil Pharma Incorporated, by NT$342 thousand to the subsidiary, AxleBio Ventures. As the transaction is the restructure under joint control, the unrealized gains on disposal of NT$68 thousand is recognized as the deduction of investments accounted for using equity method.

As of December 31, 2023 and 2022, the investment adopting equity method were not pledged as collateral.

-146-

Abnova (Taiwan) Corporation and Subsidiaries Notes to the Consolidated Financial Statements

(7) Property, plant and equipment

The details of changes in the cost and depreciation of property, plant and equipment for the years ended December 31, 2023 and 2022 are as follows:

Cost or deemed cost:
Balance at January 1, 2023
Additions
Disposals
Effects of changes in foreign
exchange rates
Balance at December 31, 2023
Balance at January 1, 2033
Additions
Reclassifications
Disposals
Effects of changes in foreign
exchange rates
Balance at December 31, 2022
Depreciation and impairment loss:
Balance at January 1, 2023
Depreciation
Disposals
Effects of changes in foreign
exchange rates
Balance at December 31, 2023
Balance at January 1, 2022
Depreciation
Disposals
Effects of changes in foreign
exchange rates
Balance at December 31, 2022
Carrying amount:
December 31, 2023
January 1, 2022
December 31, 2022
Land Buildings
and
structures
Machinery
and
equipment
Office
equipment
Leasehold
improveme
nts
Other
equipment
Unfinished
constructio
n and
equipment
pending
acceptance
Total
$ 137,911
-
-
-

101,747
-
-
-

187,245
11,913
(14,127)
(231)

26,871

173

(805)

(67)

16,780

6,980

(5,039)

(355)

9,094

475

(927)

-

200

25

-
-

479,848

19,566
(20,898)
(653)
$
137,911

101,747


184,800



26,172



18,366


8,642

225


477,863

$ 137,911
-
-
-
-



101,747
-
-
-
-



187,951
1,390
352
(2,357)
(91)



27,263

-

-

(367)

(25)



33,426
-
-

(16,947)

301



9,094
-
-

-

-


992
-
(792)
-
-


498,384
1,390

(440)
(19,671)
185
$
137,911

101,747


187,245



26,871


16,780

9,094

200

479,848

$ -
-
-
-


29,801
5,998
-
-



144,716

7,240
(13,515)
(184)



26,611

141

(804)

(57)



13,435

617

(2,112)

(107)



8,739

408

(927)

-


-

-

-
-

223,302
14,404
(17,358)
(348)
$
-
35,799

138,257



25,891



11,833


8,220

-

220,000
$ -
-
-
-

23,804
5,997
-
-



139,115

7,958
(2,320)
(37)



26,739

248

(366)

(10)



29,572

380

(16,947)

430



8,395

344

-

-


-

-
-
-

227,625
14,927
(19,633)
383
$
-
29,801

144,716



26,611


13,435

8,739

-
223,302
$
137,911


65,948



46,543



281



6,533



422


225


257,863

$
137,911



77,943



48,836


524


3,854


699

992


270,759

$
137,911



71,946



42,529


260


3,345


355

200


256,546

As of December 31, 2023 and 2022, the property, plant and equipment were not pledged as collateral.

-147-

Abnova (Taiwan) Corporation and Subsidiaries Notes to the Consolidated Financial Statements

(8) Right-of-use assets

The details of changes in the cost and depreciation of leased buildings and structures, and transportation equipment, etc of the Group for the years ended December 31, 2023 and 2022 are as follows

Cost:
Balance at January 1, 2023
Additions
Disposals
Effects of changes in foreign
exchange rates
Balance at December 31, 2023
Balance at January 1, 2022
Additions
Lease modifications
Disposals
Effects of changes in foreign
exchange rates
Balance at December 31, 2022
Depreciation and impairment loss:
Balance at January 1, 2023
Depreciation
Disposals
Effects of changes in foreign
exchange rates
Balance at December 31, 2023
Balance at January 1, 2022
Depreciation
Disposals
Effects of changes in foreign
exchange rates
Balance at December 31, 2022
Carrying amount:
December 31, 2023
January 1, 2022
December 31, 2022
Buildings and
structures
Transportation
equipment
Total
46,117
4,020
(5,167)
(366)
44,604
40,227
11,030
1,249
(6,377)
(12)
46,117
35,384
7,087
(5,167)
(349)
36,955
32,903
8,825
(6,377)
33
35,384
7,649
7,324
10,733
$ 43,163
4,020
(5,167)
(366)

2,954

-

-
-

$
41,650
2,954

$ 37,273
11,030
1,249
(6,377)
(12)


2,954

-

-

-
-

$
43,163
2,954


2,409

468

-
-
2,877

$ 32,975
6,619
(5,167)
(349)

$
34,078

$ 30,961
8,358
(6,377)
33


1,942

467

-
-
2,409
$
32,975

$
7,572

77

$
6,312
1,012

$
10,188

545

-148-

Abnova (Taiwan) Corporation and Subsidiaries Notes to the Consolidated Financial Statements

(9) Intangible assets

The details of changes in the cost and amortization of intangible assets of the Group for the years ended December 31, 2023 and 2022 were as follows:

Development

Cost:
Balance at January 1, 2023
Separately acquired
Internally developed
Inventories transferred to
intangible assets
Balance at December 31, 2023
Balance at January 1, 2022
Internally developed
Inventories transferred to
intangible assets
Disposals
Effects of changes in foreign
exchange rates
Balance at December 31, 2022
Amortization and impairment
loss:
Balance at January 1, 2023
Amortization
Balance at December 31, 2023
Balance at January 1, 2022
Amortization
Disposals
Effects of changes in foreign
exchange rates
Balance at December 31, 2022
Carrying amount:
Balance at December 31, 2023
January 1, 2022
Balance at December 31, 2022
expenditure
of
monoclonal
antibody
hybridoma
Other

-
7,771
-
-
Total
393,721

7,771
1,549
2,325
405,366

382,061
5,240
6,655

(240)

5
393,721

324,906

10,820
335,726
314,402

10,739

5

(240)
324,906

69,640

67,659

68,815

$
321,979
75,616
7,771


$ 306,210
75,616
5,240
-
6,655
-
-
-
-
-


235
-
-
(240)
5
$
318,105
75,616
-



$ 303,497
21,409
8,213
2,409

-

198


$
311,710
23,818

198



$ 295,167
19,000
8,330
2,409
-
-
-
-
235

-

5
(240)
$
303,497
21,409

-




$
10,269
51,798

7,573



$
11,043
56,616


-


$
14,608
54,207


-

The amortization expenses of intangible assets for the years ended December 2023 and 2022 were presented in the following items in the consolidated statements of comprehensive income:

Operating costs
Operating expenses
2023
$ 8,214
2,606
2022
8,331
2,408
10,739

$
10,820

-149-

Abnova (Taiwan) Corporation and Subsidiaries Notes to the Consolidated Financial Statements

(10) Lease liabilities

The carrying amount of lease liabilities were as follows:

Current
Non-current
December 31,
2023
$
5,105
December 31,
2022

7,199

3,686

$
2,601

For the maturity analysis, please refer to Note 6(18) Financial instruments. The amount recognized in profit or loss were as follows:

The amount recognized in profit or loss were as follows:
2023 2022
Interest on lease liabilities $ 137
152
Expenses relating to short-term leases $ 2,253
3,061
The amount recognized in the statements of cash flows for the Group were as follows:
2023 2022
Total cash outflow for leases $ 9,567
12,110

The amount recognized in the statements of cash flows for the Group were as follows:

A. Buildings and structures leases

The Group leases buildings and structures for its office space and factories for the year ended December 31, 2023, which typically run for a period of one to five years.

B. Other leases

The Group leases transportation equipment with contract terms of three years.

In addition, the Company leases copy machines with contract terms of five years. As these leases are short-term and/or of low-value, the Company elects the recognition exemption and does not recognize the relevant right-of-use assets and lease liabilities.

(11) Employee benefits

A. Defined benefit plans

Reconciliation of defined benefit obligation at present value and plan asset at fair value were as follows:

Present value of defined benefit obligations
Fair value of plan assets
Net defined benefit assets
December 31,
2023
$ 5,609
(6,460)
December 31,
2022

5,743

(7,191)

(1,448)

$
(851)

The Company makes defined benefit plan contributions to the pension fund account with Bank of Taiwan that provides pensions for employees upon retirement. Plans (covered by the Labor Standards Law) entitle retired employees to receive retirement benefits based on their years of service and average monthly salary for the six months prior to retirement. The Company received the approval letters from the Department of Labor, Taipei City Government No. 1106083461, No. 1116069618, and No. 1126041943 of September 27, 2021, August 15, 2022, and August 29,2023, respectively which approved to suspend the appropriation of pension fund from September 2021 to August 2022, from September 2022 to August 2023, and from September 2023 to August 2024.

-150-

Abnova (Taiwan) Corporation and Subsidiaries Notes to the Consolidated Financial Statements

(a) Composition of plan assets

The Company allocates pension funds in accordance with the Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund, and such funds are managed by the Bureau of Labor Funds, Ministry of Labor. With regard to the utilization of the funds, minimum earnings shall be no less than the earnings attainable from two-year time deposits with interest rates offered by local banks.

The Company’s Bank of Taiwan labor pension reserve account balance amounted to NT$6,460 thousand as of the reporting date. For information on the utilization of the labor pension fund assets, including the asset allocation and yield of the fund, please refer to the website of the Bureau of Labor Funds, Ministry of Labor.

(b) Movements in present value of defined benefit obligations

The movement in the present value of the defined benefit obligations for the years ended December 31, 2023 and 2022 were as follows:

Defined benefit obligations at January 1
Current service cost and interest cost
Remeasurements of net defined benefit obligations
Actuarial gains and losses arising from
experience adjustments
Actuarial gains and losses arising from
changes in financial assumptions
Benefits paid
Defined benefit obligations at December 31
2023
$ 5,743
80
575
67
(856)
2022

5,725

40

743

(530)

(235)

5,743
$
5,609

(c) Movements in fair value of plan assets

The movements in the fair value of the plan assets for the years ended December 31, 2023 and 2022 were as follows:

2023 and 2022 were as follows: 2023 and 2022 were as follows:
2023
Fair value of plan assets at January 1
$ (7,191)
Interest income
(101)
Remeasurements of net defined benefit obligations
Return on plan assets excluding interest income
(24)
Benefits paid
856
Fair value of plan assets at December 31
$
(6,460)
2022

(6,862)

(48)

(516)

235

(7,191)
$
(6,460)

(d) Expenses recognized in profit or loss

The expenses recognized in profit or loss for the years ended December 31, 2023 and 2022 were as follows:

Net interest of net defined benefit liabilities (assets)
Operating costs
Operating expenses
2023
$
(21)
2022

(8)

(6)

(2)

(8)

$ (16)
(5)

$
(21)

-151-

Abnova (Taiwan) Corporation and Subsidiaries Notes to the Consolidated Financial Statements

(e) Actuarial assumptions

The principal actuarial assumptions for determining present value of defined benefit obligations at the reporting date were as follows:

Discount rate
Future salary increase rate
December 31,
2023
1.30%
3.00%
December 31,
2022

1.40%

3.00%

The expected allocation payment to be made by the Company to the defined benefit plans for the one-year period after the reporting date was $0.

The weighted average lifetime of the defined benefit plans was 12 years.

(f) Sensitivity analysis

When calculating the present value of defined benefit obligations, the Company must practice judgments and estimates to determine relevant actuarial assumptions at the balance sheets date, including discount rates and future salary changes. Any changes in actuarial assumptions may cause significant impacts on the amount of defined benefit obligations.

As of December 31, 2023 and 2022, if the actuarial assumptions had changed, the impact on the present value of the defined benefit obligations shall be as follows:

December 31, 2023
Discount rate
Future salary increases rate
December 31, 2022
Discount rate
Future salary increases rate
Influences of defined benefit obligations Influences of defined benefit obligations
Increase0.25%
(166)
156
(175)
166
Decrease0.25%
172
(151)
182
(161)

Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions remain constant, would have affected the defined benefit obligation by the amounts shown above. The method used in the sensitivity analysis was consistent with the calculation of net defined benefit liabilities in the balance sheets.

There were no changes in the method and assumptions used in the preparation of sensitivity analysis for 2023 and 2022.

B. Defined contribution plans

The Group allocates 6% of each employee’s monthly wages to the labor pension personal account at the Bureau of Labor Insurance in accordance with the provisions of the Labor Pension Act. Under these defined contribution plans, the Group allocates a fixed amount to the Bureau of Labor Insurance without additional legal or constructive obligation.

The pension costs incurred from the contributions to the Bureau of the Labor Insurance amounted to NT$3,686 thousand and NT$3,857 thousand for the years ended December 31, 2023 and 2022, respectively.

-152-

Abnova (Taiwan) Corporation and Subsidiaries Notes to the Consolidated Financial Statements

(12) Income taxes

A. Tax expense

The components of the income tax in the years 2023 and 2022 were as follows:

Current tax expense
Current period
Adjustment for prior periods
Deferred tax expense
Origination and reversal of temporary differences
Income tax for the continuing operations
2023
$ 5,365
(1,509)
2022

6,561

(3,646)

2,915

17,198

20,113

3,856
983
$
4,839

The reconciliation of income tax expenses recognized in other comprehensive income were as below:

Profit from continuing operations before tax
Income tax using the Company’s domestic tax rate
Tax effect in foreign jurisdiction
Nondeductible expenses
Tax incentive
Overestimation for prior periods
Surtax on undistributed earnings of the prior year
Tax expense
2023
$
48,517
2022

94,956

18,991

33

9,182

(4,447)

(3,646)

-

20,113

$ 9,703
32
91
(5,326)
(1,509)
1,848

$
4,839

B. Deferred tax assets and liabilities

Changes in the amount of deferred tax assets for the years ended December 31, 2023 and 2022 were as follows:

Deferred tax liabilities:
Balance at January 1, 2023

Recognized in profit or loss
Balance at December 31, 2023

Balance at January 1, 2022

Recognized in profit or loss
Balance at December 31, 2022
Other
$ 5,804
(2,021)
$
3,783
$ -
5,804
$
5,804

-153-

Abnova (Taiwan) Corporation and Subsidiaries Notes to the Consolidated Financial Statements

Deferred tax assets:
Balance at January 1, 2023
Recognized in profit or loss
Balance at December 31, 2023
Balance at January 1, 2022
Recognized in profit or loss
Balance at December 31, 2022
Allowance for
inventory
valuation and
obsolescence
$ 95,758
(2,470)
Other

2,520

(534)
Total

98,278

(3,004)
95,274

109,672

(11,394)
98,278

$
93,288


1,986

$ 98,406
(2,648)


11,266

(8,746)

$
95,758


2,520

C. Assessment of tax

The Company’s tax returns for the years through 2021 were assessed by the National Taiwan Bureau.

(13) Capital and other equity

A. Ordinary shares

The Company had authorized capital of NT$800,000 thousand (80,000 thousand shares) as of December 31, 2023 and 2022, of which 60,554 thousand shares with par value of NT$10 were issued. Payments for all issued shares had been received.

B. Capital surplus

The balances of capital surplus were as follows:

Share premium December 31,
2023
$
474,527
December 31,
2022
474,527

According to the R.O.C. Group Act, capital surplus can only be used to offset a deficit, and only the realized capital surplus can be used to increase the common stock or be distributed as cash dividends. The aforementioned realized capital surplus includes capital surplus resulting from premium on issuance of capital stock and earnings from donated assets received. According to the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, capital increases by transferring capital surplus in excess of par value should not exceed 10% of the total common stock outstanding.

C. Retained earnings

The Company’s article of incorporation stipulates that any Company’s profit for the period should first be used to offset the prior years’ deficits (including the adjustments of the unappropriated retained earnings), allocate 10% of the remaining balance as legal reserve, unless such legal reserve has amounted to the paid-in capital, then set aside or reverse a special reserve in accordance with the laws and regulations or competent authorities. The remainder, if any, together with any undistributed retained earnings (including the adjustments of the unappropriated retained earnings) should be proposed earnings distribution by the Company’s Board of Directors. Wherein the distributable dividend and bonus may be paid by cash 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 in addition thereto, a report of such distribution shall be submitted to the shareholders’ meeting. Wherein the distributable dividend and bonus may be paid by issuing new shares

-154-

Abnova (Taiwan) Corporation and Subsidiaries Notes to the Consolidated Financial Statements

after a resolution has been adopted in the shareholders’ meeting.

The dividend distribution policy of the Company is to coordinate with the current and future development plans, consider the investment environment, capital needs, and domestic and foreign competition conditions, and take into consideration factors such as shareholders’ interests. The dividends and bonus to shareholders each year shall not be less than 10% of the distributable earnings, but when the accumulated distributable earnings are lower than 3% of the paid-in capital, the distribution may not be done. When distributing dividends and bonus to shareholders, it can be done in the form of cash or stocks, and the cash dividends should not be less than 10% of the total dividends.

(a) Legal reserve

When a company incurs no loss, it may, pursuant to a resolution by a shareholders’ meeting, distribute its legal reserve by issuing new shares or by distributing cash, and only the portion of legal reserve which exceeds 25% of capital may be distributed.

  • (b) Special reserve

According to the laws and regulations, special earnings shall be set aside from the net reduction of other shareholders’ equity in current-period balance sheets during earnings distribution. Amounts of subsequent reversals pertaining to the net reduction of other shareholders’ equity shall qualify for additional distributions.

  • (c) Earnings distribution

The amount of cash dividends on the appropriations of earnings for 2022 and 2021 had been approved during the board meetings on February 24, 2023 and March 16, 2022, respectively. The relevant dividend distributions to shareholders were as follows:

Dividends distributed to
ordinary shareholders:
Cash
2022
Amount per
share
Amount
$ 0.80
48,443
2021 2021 2021
Amount per
share
Amount per
share
Amount
$ 0.80 0.46 27,855

The amount of dividends on the appropriation of earnings for 2023 had been approved during the board meetings on February 20, 2024. The distribution to shareholders was as follows:

follows:
Dividends distributed to ordinary shareholders
Cash
2023
Amount per share
Amount
$ 0.72
43,599
Amount per share
$ 0.72

-155-

Abnova (Taiwan) Corporation and Subsidiaries Notes to the Consolidated Financial Statements

D. Other equity interest

Balance at January 1, 2023
Exchange differences on foreign operations
Balance at December 31, 2023
Balance at January 1, 2022
Exchange differences on foreign operations
Unrealized gains (losses) from financial assets
measured at fair value through other comprehensive
income
Effect on equity of disposal of subsidiaries
Balance at December 31, 2022
Exchange
differences on
translation of
foreign
financial
statements
$ (6,962)
(292)
$
(7,254)
$ (11,178)
4,216
-
-
$
(6,962)
Unrealized
gains (losses)
from
financial
assets
measured at
fair value
through
other
comprehensi
ve income
(4,945)
-
(4,945)
20,407
-
28,730
(54,082)
(4,945)
Total
(11,907)
(292)

(12,199)

9,229
4,216
28,730
(54,082)

(11,907)

(14) Earnings per share

A. Basic earnings per share

The basic earnings per share of the Group in 2023 and 2022 were calculated based on the net profit attributable to the ordinary shareholders of the Company according to the weighted average number of ordinary shares outstanding. The calculations were as follows: (a) Profit attributable to ordinary shareholders of the Company

2023
Profit attributable to ordinary shareholders of the
Company
$
43,678
(b) Weighted average number of ordinary shares (in thousands)
2023
Weighted average number of ordinary shares at
December 31 (in thousands)
(the number of shares at January 1)
60,554
2023
$
43,678
2022
74,843
2022
60,554

B. Diluted earnings per share

The diluted earnings per share in 2023 and 2022 were calculated based on the net profit attributable to the ordinary shareholders of the Company according to the weighted average number of ordinary shares outstanding after all potential ordinary shares adjusted to be diluted. The calculations were as follows:

-156-

Abnova (Taiwan) Corporation and Subsidiaries Notes to the Consolidated Financial Statements

  • (a) Profit attributable to ordinary shareholders of the Company (diluted)
2023
Profit attributable to ordinary shareholders of the
Company (diluted)
$
43,678
Weighted average number of ordinary shares (diluted) (in thousands)
2023
Weighted average number of ordinary shares (basic)
60,554
Effect of employee share bonus
78
Weighted average number of ordinary shares at
December 31
(diluted)
60,632
2023
$
43,678
2022
74,843
2022

60,554

110

60,664
60,632

(b) Weighted average number of ordinary shares (diluted) (in thousands)

  • (15) Revenue from contracts with customers

  • A. Details of revenue

Primary geographical markets:
America
Europe
Taiwan
Other country
Main products/service lines:
Monoclonal antibodies
Pair antibodies
Protein
Polyclonal antibodies
Testing instruments
Other
B. Contract balances
Notes and accounts receivable
Less: Allowance for impairment
Total
Contract liabilities
December 31,
2023
2023
$ 192,568
94,885
12,387
82,212
2023
$ 192,568
94,885
12,387
82,212
2022

196,828

112,624

29,325

72,979

411,756

132,754

93,223

66,825

30,701

(1,908)

90,161

411,756
January 1,
2022

63,251
(14,449)
48,802
2,638

$
382,052

$ 121,011
76,590
63,250
24,502
7,343
89,356

$
382,052

December 31,
2022

68,397
(8,152)

$
39,923

60,245

$
2,349

2,622

For details on accounts receivable and its loss allowance, please refer to note 6(3). The balance of contract liabilities at January 1, 2023 and 2022 recognized as revenue for the years 2023 and 2022 were NT$706 thousand and NT$864 thousand, respectively.

(16) Remuneration to employees and directors

The Company’s articles of incorporation, which were authorized by the Board of Directors but has yet to be approved by the shareholders, require that earnings shall first be offset

-157-

Abnova (Taiwan) Corporation and Subsidiaries Notes to the Consolidated Financial Statements

against any deficit, then, a minimum of 1% will be distributed as employee remuneration, and a maximum of 3% will be allocated as remuneration to directors. Employees who are entitled to receive the abovementioned employee remuneration, in share or cash, include the employees of the Company’s subsidiaries who meet requirements set by the Board of Directors. The aforesaid remuneration to directors shall be distributed in cash only.

For the years ended December 31, 2023 and 2022, the Company recognized its employee remuneration amounting to NT$2,155 thousand and NT$4,179 thousand respectively; as well as its remuneration to directors and supervisors amounting to NT$411 thousand and NT$795 thousand, respectively. These amounts were calculated by using the Company’s pre-tax net profit for the period before deducting the amounts of the remuneration to employees and directors, multiplied by the distribution of ratio of the remuneration to employees and directors based on the Company’s articles of incorporation, and expensed under operating costs or expenses. If any discrepancy occurred between the actual distributions and the accrued amount for the following year, it shall be treated as a change in accounting estimates, and the difference shall be recognized as profit or loss for the next year. Related information would be available at the Market Observation Post System website.

The amounts, as stated in the financial statements are identical to those of the actual distributions for 2023 and 2022.

(17) Non-operating income and expenses

  • A. Interest income

The details of interest income were as follows:

distributions for 2023 and 2022.
on-operating income and expenses
A. Interest income
The details of interest income were as follows:
Interest income from bank deposits
B. Other income
The details of other income were as follows:
Other income
C. Other gains and losses
The details of other gains and losses were as follows:
Gains (losses) on disposal of property, plant and equipment
Foreign exchange gains
Miscellaneous expenses
2023
$
10,528
2022
3,636
2022
971
2022

7

26,079

(11)

26,075

2023
$
152
2023
$ (3,453)
1,247
(6,770)
$
(8,976)

Please refer to Note 6(4), explanations for other receivables, for the details of miscellaneous expenses from July 1, 2023 to September 30, 2023. D. Finance costs

The details of finance costs were as follows:

Other finance expense

2023
$
142
2022
152

-158-

Abnova (Taiwan) Corporation and Subsidiaries Notes to the Consolidated Financial Statements

(18) Financial instruments

A. Credit risk

  • (a) Credit risk exposure

The carrying amount of financial assets represents the maximum amount exposed to credit risk.

  • (b) Concentration of credit risk

Except for the biggest customers, the Company has no significant credit risk exposure to any single counterparty or any group of counterparties with similar characteristics. As of December 31, 2023 and 2022, 13% and 31%, respectively, of accounts receivable were concentrated on the biggest customer, and 87% and 69%, respectively, of accounts receivable were concentrated on other counterparties’ transactions.

  • (c) Receivables and debt securities

  • For credit risk exposure of notes and accounts receivable, please refer to Note 6(3). Other financial assets measured at amortized cost, including other receivables are with low credit risk and which loss allowance for the period is measured by the twelvemonth expected credit loss amount. As of December 31, 2022, the Group had no impairment on other receivables.

  • B. Liquidity risk

The following table shows the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting agreements.

December 31, 2023
Non-derivative financial
liabilities
Accounts payable
Other payables
Lease liabilities
Other financial liabilities
December 31, 2022
Non-derivative financial
liabilities
Accounts payable
Other payables
Lease liabilities
Other financial liabilities
Carrying
amount
Contractual
cash flow
Within 1year 1to 2years 2to 5 years Over 5 years
$ 14,935
34,384
7,706
5,790

14,935

34,384

7,867

5,790

14,935

34,384

5,203

5,790

-

-

2,664

-
-
-

-
-
-
-
-
-

$
62,815



62,976



60,312


2,664

-
-

$ 14,995
41,387
10,885
4,559



14,995

41,387

11,148

4,559



14,995

41,387

7,337

4,559



-

-

3,811

-

-
-

-
-
-
-
-
-

$
71,826



72,089



68,278


3,811

-
-

The Group does not expect the cash flows included in the maturity analysis to occur significantly earlier or at significantly different amounts.

-159-

Abnova (Taiwan) Corporation and Subsidiaries Notes to the Consolidated Financial Statements

C. Currency risk

(a) Exposure to foreign currency risk

The Group’s significant exposure to foreign currency risk was as follows:

Financial assets
Monetary items
USD
EUR
GBP
CNY
Financial liabilities
Monetary items
USD
EUR
CNY
Financial assets
Monetary items
USD
EUR
GBP
JPY
Financial liabilities
Monetary items
USD
EUR
JPY
December 31, 2023 New Taiwan
Dollars
339,100
10,311
3,464
26,815
9,844
2,909
3,214
New Taiwan
Dollars
354,194
19,849
6,906
3,407
10,211
3,463
1,029
Foreign currency
(in thousands)
Exchange rate
$ 11,044 USDTWD
30.705
303 EURTWD
33.98
88 GBPTWD
39.15
6,197 CNYTWD
4.3270
321 USDTWD
30.705
86 EURTWD
33.98
743 CNYTWD
4.3270
December 31, 2022
Foreign currency
(in thousands)
Exchange rate
$ 11,533 USDTWD
30.71
607 EURTWD
32.72
186 GBPTWD
37.09
14,659 JPYTWD
0.23
333 USDTWD
30.71
106 EURTWD
32.72
4,426 JPYTWD
0.23

(b) Sensitivity analysis

The Group’s exposure to foreign currency risk arises from the conversion of the foreign currency exchange gains and losses on cash and cash equivalents, accounts and other receivables, financial assets measured at fair value through other comprehensive income and accounts and other payables that are denominated in foreign currency. A strengthening (weakening) of 1% of the NTD against the USD, EUR and JPY as of December 31, 2023 and 2022 would have increased (decreased) the net profit after tax by NT$2,910 thousand and NT$2,957 thousand, respectively. The analysis for the two periods was on the same basis.

Since the Group transacts in different functional currencies, the information on foreign exchange gains (losses) on monetary items is disclosed by total amount. For the years ended December 31, 2023 and 2022, the foreign exchange gains (losses) (including realized and unrealized portions) amounted to NT$1,247 thousand and NT$26,079 thousand, respectively.

-160-

Abnova (Taiwan) Corporation and Subsidiaries Notes to the Consolidated Financial Statements

D. Interest rate analysis

Please refer to the notes on liquidity risk management and interest rate exposure of the Group’s financial assets and liabilities.

The following sensitivity analysis is based on the exposure to the interest rate risk of derivative and non-derivative financial instruments on the reporting date. Regarding assets with variable interest rates, the analysis is based on the assumption that the amount of assets outstanding at the reporting date was outstanding throughout the year. The rate of change is expressed as the interest rate increases or decreases by 1% when reporting to the management internally, which also represents the Group management’s assessment of the reasonably possible interest rate change.

If the interest rate had increased or decreased by 1% basis points, the Group’s net income would have increased or decreased by NT$1,316 and NT$1,639 thousand for the years ended December 31, 2023 and 2022, assuming all other variable factors remain constant. This is mainly due to the Group’s deposits and investments in floating variable rates.

E. Fair value of financial instruments

  • (a) Fair value hierarchy

The Group’s financial assets at fair value through other comprehensive income are measured at fair value on a recurring basis. The carrying amount and fair value of financial assets and liabilities, including the information on fair value hierarchy were as follows; however, except as described in the following paragraphs, for financial instruments not measured at fair value whose carrying amount is reasonably close to the fair value and lease liabilities, disclosure of fair value information is not required:

Financial assets measured at fair value
through other comprehensive
income
Unquoted equity instruments measured
at fair value
Financial assets measured at
amortized cost
Cash and cash equivalents
Notes and accounts receivable
Other receivables
Restricted assets (as other current
assets)
Guarantee deposits paid (as other non-
current assets)
Subtotal
Total
Financial liabilities measured at
amortized cost
Accounts payable
Other payables
Other financial liabilities (as other
current liabilities)
Lease liabilities
Total
December 31, 2023 December 31, 2023 December 31, 2023
Carrying
amount

$ -
Fair value Total
-
Level 1
-
Level 2
-
Level 3
-
423,515
39,923
31,099
858
1,786

-

-

-

-

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

497,181


-
- - -

$
497,181


-
- - -

$ 14,935
34,384
5,790
7,706


-
-

-

-
-
-
-
-
-
-
-
-
-
-
-
-

$
62,815


-
- - -

-161-

Abnova (Taiwan) Corporation and Subsidiaries Notes to the Consolidated Financial Statements

Financial assets measured at fair value
through other comprehensive
income
Unquoted equity instruments measured
at fair value
Financial assets measured at
amortized cost
Cash and cash equivalents
Notes and accounts receivable
Other receivables
Restricted assets (as other current
assets)
Guarantee deposits paid (as other non-
current assets)
Subtotal
Total
Financial liabilities measured at
amortized cost
Accounts payable
Other payables
Other financial liabilities (as other
current liabilities)
Lease liabilities
Total
December 31, 2022 December 31, 2022 December 31, 2022 Total
-
Carrying
amount

$ -
Fair value
Level 1
-
Level 2
-
Level 3
-
367,065
60,245
95,657
849
2,581

-

-

-

-

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

526,397


-
- - -

$
526,397


-
- - -

$ 14,995
41,387
4,559
10,885


-
-

-

-
-
-
-
-
-
-
-
-
-
-
-
-

$
71,826


-
- - -
  • (b) Valuation techniques for financial instruments measured at fair value

(2.1) Non-derivative financial instruments

A financial instrument is regarded as being quoted in an active market if quoted prices are readily and regularly available.

The fair values of financial instruments other than those in an active market are acquired through valuation technique or referring to quotations from counterparties. The fair value acquired through valuation technique can refer to the current fair value of other financial instruments with substantial conditions and similar characteristics, discounted cash flow method or other valuation techniques.

(c) Movements of Level 3

January 1
Total gains or losses
Recognized to other comprehensive income
Disposals
December 31
Measured at fair value through
other comprehensive income
2023
2022
$ -
$ 36,547
-
28,730
-
(65,277)

$
-
$
-

-162-

Abnova (Taiwan) Corporation and Subsidiaries Notes to the Consolidated Financial Statements

The above-mentioned total gains or losses were accrued and recognized to “unrealized gains (losses) of financial assets measured at fair value through other comprehensive income”. Wherein, those related to the assets still held in 2023 and 2022 are as follows:

Total gains or losses
Recognized to other comprehensive income
(accrued and recognized to “unrealized gains
(losses) of financial assets measured at fair
value through other comprehensive income”)
2023
$ -
2022

28,730

(19) Financial risk management

A. Overview

The Group has exposures to the following risks from its financial instruments:

  • (a) Credit risk

  • (b) Liquidity risk

  • (c) Market risk

The following likewise discusses the Group’s objectives, policies and processes for measuring and managing the abovementioned risks. For more disclosures about the quantitative effects of these risk exposures, please refer to the respective notes in the accompanying financial statements.

  • B. Risk management framework

The Board of Directors is fully responsible for the development and control of the risk management policy of the Group, which its establishment is to identify and analyze the risks faced by the Group, set adequate risk limits and controls and supervise the risks and compliance with risk limits. Risk management policies and systems are regularly reviewed to reflect changes in market conditions and operations of the Group. The Group develops a disciplined and constructive control environment through training, management principles and operating procedures so that all employees understand their roles and responsibilities. The Board of Directors oversees how the managements supervision is in compliance with the Group’s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. The Group is assisted in its oversight role by Internal Audit. Internal Audit undertakes both regular and ad hoc reviews of risk management controls and procedures, and reports the reviews to the Board of Directors.

C. Credit risk

Credit risk is the risk of financial loss to the Group if a counterparty to a financial instrument fails to meet its contractual obligations. A credit policy of the Group is stipulated internally to assess the credit quality of customers through the internal risk controls of considering their financial conditions, past experience and other factors, and periodically monitor the use of credit lines. The main credit risk arises principally from cash and cash equivalents, deposits in banks and financial institutions and outstanding accounts receivable from customers’ sales. The credits quality of the financial institutions that the Group contacts is stable, and deals with multiple institutions to diversify credit risks. The possibility of default is expected to be very low. The maximum amount of exposure to credit risk on the balance sheet date is the carrying amount of cash and deposits in banks.

-163-

Abnova (Taiwan) Corporation and Subsidiaries Notes to the Consolidated Financial Statements

  • D. Liquidity risk

Cash flow forecasts are summarized by the Group’s finance department. The management regularly monitors rolling forecasts of working capital needs to ensure sufficient funds to cover daily operating activities and appropriate financial flexibility to maintain a balance between funding continuity and agility.

  • E. Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates, and equity prices that will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.

  • (a) Currency risk

  • The Group operates transnationally, so it is subject to currency risks arising from transactions that are relatively different from the functional currency of the Company and its subsidiaries, mainly the US dollar and Euro. The related currency risk arises from future commercial transactions, assets and liabilities recognized and net investments in foreign operating institutions.

  • The management of the Group has established a policy, managing currency risk arises from future commercial transactions and assets and liabilities recognized, and based on the principal of natural hedging, the Group considers the funding needs and net positions in the Company and its subsidiaries’ currency to hedge risks in accordance with market foreign exchange conditions. Currency risks arise when future commercial transactions and assets or liabilities recognized are denominated in a foreign currency that is not the Group’s functional currency.

  • (b) Interest rate risk

The measures taken by the Group to respond to the risk of interest rate changes are mainly to regularly assess loan interest rates from banks and each currency and maintain good relationships with financial institutions to obtain lower financing costs, meanwhile practice methods such as strengthening working capital management to reduce the dependence on bank loans and diversify the risk of interest rate changes.

  • (20) Capital management

The goal of the Group’s capital management is to ensure for continuing operating, maintain an optimal capital structure to reduce capital costs, and provide remuneration to shareholders. The Group achieves the goal of capital management through monitoring whether the capital position is sufficient to meet the debt repayments.

7. Related-party transactions

  • (1) Names of related parties and their relationships

The transactions between the Group and other related parties within the period of this consolidated financial report were as follows:

Name of related party Relationship with the Group Abnova-GmbH Subsidiary of the Group Citil Pharma Incorporated Associate of the Group Wellconn Genomics Other related party

-164-

Abnova (Taiwan) Corporation and Subsidiaries Notes to the Consolidated Financial Statements

  • (2) Significant transactions with related parties

  • A. Operating revenue

The significant sales amount of the Group to related parties were as follows:

Associate

2023
$
448
2022

-

The general sales price is no significant difference between the Group’s sales to associates and other related parties, and the collection period is one month.

B. Loans to related parties

Loans to related parties
Related parties
Abnova GmbH
Less: Investment additions accounted for using equity
method
Other non-current liabilities
December 31,
2023
$ 2,371
(2,809)
December 31,
2022

2,283

(2,809)

(526)

$
(438)
  • (a) The Group did not charge interest for the above-mentioned transactions of loans to related parties.

  • (b) The Group’s maximum limit of fund lent to related parties in 2023 and 2022 were both NT$5,000 thousand.

C. Other

  • (a) The Group entrusted other related parties to provide cell testing services. Since there was no similar type of transaction for reference, the transaction price and payment terms were agreed according to the contract signed by both parties. The commissioned research expenses (as R&D expenses) in 2023 and 2022 were NT$360 thousand and NT$1,575 thousand, respectively.

  • (b) The Group signed an office leasing contract with other related parties, which will be renewed every year after the expiration. The leasing price was negotiated by both parties, and the Group collects rent on a monthly basis according to the contract. The rent income in 2023 and 2022 were NT$135 thousand and NT$648 thousand, respectively.

  • (3) Key management personnel transaction

Key management personnel compensation comprised:

Short-term employee benefits

2023 2022

9,606
$
11,651

8. Pledged assets

The carrying values of pledged assets were as follows:

Pledged assets Object December 31,
2023
$ 858
1,786
$
2,644
December 31,
2022

849

2,581

3,430
Pledged time deposits (as
other current assets)
Guarantee deposits paid
(as other non-current
assets)
Customs duty pledged,
Deposits for office and plant

-165-

Abnova (Taiwan) Corporation and Subsidiaries Notes to the Consolidated Financial Statements

9. Commitments and contingencies

The Group’s significant contractual commitments were as follows:

The Group and Louisiana State University of the United States signed an exclusive license for CHP technology on September 20, 2018, and the first payment was paid in 2018. Since the follow-up payments of the above contract must meet the requirements of conditions stipulated in the contract and the outcome obtained, whether and when it will be paid are uncertain. The Company’s contractual commitments for the acquisition of intangible assets that were not recognized in 2023 and 2022 were NT$33,315 thousand and NT$33,320 thousand, respectively. In addition, the Company paid the maintenance fee on an annual basis according to the contract, and paid royalty after the income was generated.

10. Losses due to major disasters None.

11. Subsequent events None.

12. Other

The employee benefits, depreciation, and amortization expenses categorized by function, were as follows:

ollows:
By function
By item
2023 2022
Operating
costs
Operating
expenses
Total Operating
costs
Operating
expenses
Total
Employee benefits
Salaries and wages
Labor and health
insurance
Pension
Other
Depreciation expenses
Amortizationexpenses
34,285
3,893
1,895
1,872
7,038
8,214

43,784

3,588

1,770

1,606

14,453

2,606

78,069

7,481

3,665

3,478

21,491
10,820

36,480

3,977

1,983

1,854

8,037
8,331

45,693

3,695

1,866

1,756

15,717

2,408

82,173

7,672

3,849

3,610

23,754
10,739

-166-

Abnova (Taiwan) Corporation and Subsidiaries Notes to the Consolidated Financial Statements

13. Other disclosures

  • (1) Information on significant transactions

The following is the information on significant transactions required by the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” for the Group:

A. Loans to other parties:

(Expressed in Thousands of New Taiwan Dollars)

==> picture [485 x 122] intentionally omitted <==

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

Name of Name of Account Related Highest Ending Actual Range of Nature of Transaction Reasons for Allowance Collateral Individual Maximum
Number lender borrower name party balance of balance usage interest financing amount for short-term for bad funding limit of
financing amount rates business financing debt Name Value loan limits fund
to other during the during the between two Amount financing
parties period period parties
during the
period
0 Abnova Abnova- Other Yes 5,000 5,000 2,371 - 2 - Operating - - 128,631 514,527
(Taiwan) GmbH receivables- turnover for
Corporation related party subsidiaries
----- End of picture text -----

  • Note 1 The numbers filled in were as follows:

  • The Company is ‘0’.

  • The investee companies are numbered in order starting from ‘1’.

Note 2 Financing purpose:

  1. ‘1’ for entities the Company has business transactions with.

  2. ‘2’ for entities that have short-term financing needs.

  3. Note 3 Limit of fund financing:

  4. The total amount available for financing purposes shall not exceed 40% of the Company’s net worth in the latest financial statements audited or reviewed by accountants.

  5. The individual financing amount to one entity that have business transaction with the Company shall not exceed the total transaction amount.

  6. The total amount for short-term financing to one entity shall not exceed 10% (inclusive) of the Company’s net worth in the latest financial statements audited or reviewed by auditors.

  7. Note 4 The aforementioned transactions have been eliminated in preparing the consolidated financial statements.

  8. B. Guarantees and endorsements for other parties: None.

  9. C. Securities held as of December 31, 2022 (excluding investment in subsidiaries, associates and joint ventures):

Unit: New Taiwan Dollars / share

Name of holder Category and name of
security
Relationship
with company
Account name Ending balance Ending balance Ending balance Ending balance Highest
percentage of
ownership
Note
Shares Carrying
amount
Percentage of
ownership

Fair value
The Company
Hukui Biotechnology
Corporation (Samoa)
-
Financial assets measured at
fair value through other
comprehensive income
50,000
-
1.32%
-
-
%
  • D. Individual securities acquired or disposed of with accumulated amount exceeding the lower of NT$300 million or 20% of the capital stock: None.

  • E. Acquisition of individual real estate with amount exceeding the lower of NT$300 million or 20% of the capital stock: None.

  • F. Disposal of individual real estate with amount exceeding the lower of NT$300 million or 20% of the capital stock: None.

  • G. Related-party transactions for purchases and sales with amounts exceeding the lower of NT$100 million or 20% of the capital stock: None.

  • H. Receivables from related parties with amounts exceeding the lower of NT$100 million or 20% of the capital stock: None.

  • I. Trading in derivative instruments: None.

  • J. Business relationships and significant intercompany transactions: None.

-167-

Abnova (Taiwan) Corporation and Subsidiaries Notes to the Consolidated Financial Statements

  • (2) Information on investees (excluding information on investees in Mainland China): The following is the information on investees for the years ended December 31, 2023

Unit: New Taiwan Dollars / share

Name of
investor
Name of
investee
Location Main businesses
and products
Original investment
amount
Original investment
amount
Balance as of December 31, 2023 Balance as of December 31, 2023 Balance as of December 31, 2023 Highest
percentage of
ownership
Net income
(loss) of
investee
Investment
profit (loss)
recognized
by investor
Note
December
31, 2023

December
31, 2022

Shares
Percentage
of
ownership

Carrying
amount
The Company
"
"
"
AxleBio
Ventures
Abnova
Holding
Corporation
Abnova
(Cayman)
Corporation
"
Abnova GmbH
(Note 5)
Abnova Holding
Corporation
AxleBio
Ventures
Citil Pharma
Incorporated
Citil Pharma
Incorporated
Abnova
(Cayman)
Corporation
Abnova (HK)
Limited
Abnova
Diagnostics
Germany
British
Virgin
Islands
Taiwan
USA
USA
Cayman
Islands
Hong
Kong
Japan
Distribution of
biological products
Investment
business
Investment
business
R&D of cell
therapy technology
R&D of cell
therapy technology
Investment
business
Investment
business
R&D,
manufacturing and
sales of medical
device, etc., testing
services

850
80,908
1,300

-

342
79,987
51,277


19,548

850

80,908

-

887

-

79,987

51,277

19,548

(Note4)

52,700

130,000

-

2,890,000

2,605,000

1,670,000

1,800,000
100.00%

100.00%

100.00%

-

40.00%

100.00%

100.00%

100.00%

(2,809)

86,277

1,154
-

251

86,284

84,527

1,086

-
%

-
%

-
%

-
%

-
%

-
%

-
%

-
%

-

(10,504)

(65)

(491)

(491)

(10,394)

(5,968)

(4,210)
-


(10,504)

(65)

(230)

(9)

(10,394)

(5,968)

(4,210)
Subsidiary

"

"
Associates
(Note 6)

"
Second-
tier
subsidiary

"

"

Note 1 The above transaction amount was eliminated in the consolidated financial statements.

Note 2 The original investment amount of investees was calculated at USD1:TWD30.705 of December 31, 2023. Note 3 The original investment amount of investees was calculated at JPY1:TWD0.2172 of December 31, 2023. Note 4 The investee is a limited company with no shares issued.

Note 5 The investee is a subsidiary of the Company, and the net amount after deducting its receivables was listed in “Other non-current liabilities”. Note 6 Please refer to Note 6(6).

  • (3) Information on investment in Mainland China: None.

  • (4) Major shareholders

Note 6Please refer to Note 6(6).
formation on investment in Mainland China: None.
ajor shareholders
Unit: Shares
Shareholding
Shareholder’s name
Shares Percentage
Wilber Huang 3,651,144
6.02%

14. Segment information

(1) General information

The Group’s main business is the R&D and production of biotechnology and operates only a single industry. The operating decision-makers of the Group evaluate performance and allocate resources based on the company’s overall operating results, and the group is identified as a single reportable segment.

(2) Segment information

The accounting policies of the Group's operating segments are the same as ‘summary of significant accounting policies’ stated in Note 4 to the financial reports, and profit or loss are measured by net operating income, which is as the basis for evaluating the operating segments’ performance.

-168-

Abnova (Taiwan) Corporation and Subsidiaries Notes to the Consolidated Financial Statements

(3) Reconciliation of segment’s income

The Group’s net operating income reported to the chief operating decision-maker adopts the same measurement method as the income and expenses in the statements of comprehensive income, so the reconciliation items of net operating income are the same as those in the statements of comprehensive income.

(4) Geographic information

In presenting information on the basis of geography, segment revenue was based on the geographical location of customers, while non-current assets were based on the geographical location of the assets. Please refer to Note 6(15) for the revenue from external customers. Non-current assets include property, plant and equipment, intangible assets and other assets, excluding financial instruments, deferred tax assets, assets of post-employment benefits and guarantee deposits paid.

Non-current assets
Non-current assets:
Taiwan
Japan
Total
December 31,
2023
$ 337,896
114
December 31,
2022

339,607

4,723
$
338,010


344,330

(5) Major customers

The Group’s income from a single customer accounted for 10% of the operating revenue for the years ended December 31, 2023 and 2022 was as follows:

Customer A

ws:
2023 2022

59,699
$
44,423

-169-

Stock Code 4133

Abnova (Taiwan) Corporation Parent Company Only Financial Statements

With Independent Auditors’ Report

For the Years Ended December 31, 2023 and 2022

Address 9th Fl., No. 108, Jhouzih St., Neihu District, Taipei City Telephone (02)8751-1888

Notice to readers.

THIS IS A TRANSLATION OF THE FINANCIAL STATEMENTS (THE “FINANCIAL STATEMENTS”) 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 FINANCIAL STATEMENTS SHALL GOVERN ANY AND ALL MATTERS RELATED TO THE INTERPRETATION OF THE SUBJECT MATTER STATED HEREIN.

-170-

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 then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

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

Key audit matter

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

  1. Inventory valuation

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

-171-

Description of key audit matter:

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

Our principal audit procedures included:

The key audit procedures for the above-mentioned key audit matter based on the understanding of the industrial characteristics of the Company include obtaining statistical information on the sales time and sales status of the products on the shelves in each year provided by the management in the subsequent years to evaluate the 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 check the correctness of the calculation.

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

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

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

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

Auditor’s responsibilities for the audit of the financial statements

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

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

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

-172-

fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  • B. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

  • C. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  • D. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company’s to cease to continue as a going concern.

  • E. Evaluate the overall presentation, structure and content of the financial reports, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  • F. Obtain sufficient and appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on these financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

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

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

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

KPMG

Auditors

Securities : Financial-Supervisory-Securities Competent -Auditing -1080303300 Authority Financial-Supervisory-Securities Approved-certi -Auditing-1070304941 fied No. February 27, 2024

-173-

Abnova (Taiwan) Corporation

Balance Sheets

December 31, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars)

Assets
Current assets:
1100
Cash and cash equivalents (Note 6(1))
1150
Notes receivable, net (Note 6(3))
1170
Accounts receivable, net (Note 6(3))
1200
Other receivables (Note 6(4) and Note 7)
1220
Current income tax assets (Note 6(12))
130X
Inventories (Note 6(5))
1479
Other current assets (Note 8)
Total current assets
Non-current assets:
1517
Non-current financial assets at fair value through other comprehensive income
(Note 6(2))
1550
Investments accounted for using equity method (Note 6(6))
1600
Property, plant and equipment (Note 6(7))
1755
Right-of-use assets (Note 6(8))
1780
Intangible assets (Note 6(9))
1840
Deferred tax assets (Note 6(12))
1900
Other non-current assets (Note 6(11) and Note 8)
Total non-current assets
Total assets
December 31, 2023
Amount

$ 360,329
27
491 -
39,358
3
3,223 -
1,602 -
408,302
30
16,661
1
December 31, 2023
Amount

$ 360,329
27
491 -
39,358
3
3,223 -
1,602 -
408,302
30
16,661
1
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
Amount
%
$ 2,349 -
14,935
2
31,630
3
- -
5,105 -
5,787
-
59,806
5
3,783 -
2,601 -
438
-
6,822
-
66,628
5
605,536
45
474,527
35
98,565
7
11,907
1
107,983
8
(12,199)
(1)
1,286,319
95
$
1,352,947
100
December 31, 2023
Amount
%
$ 2,349 -
14,935
2
31,630
3
- -
5,105 -
5,787
-
59,806
5
3,783 -
2,601 -
438
-
6,822
-
66,628
5
605,536
45
474,527
35
98,565
7
11,907
1
107,983
8
(12,199)
(1)
1,286,319
95
$
1,352,947
100
December 31, 2022
%
-

1

3
-
-

-
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
830,588
-

97,564

252,134

10,422

68,815

98,278
11,715

538,928
1,369,516
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 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
-
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

1,286,319

95

1,291,994



96
$
1,352,947
100 $
1,352,947
100 1,369,516
100

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

Chairman: WILBER HUANG

Accounting supervisor: CHANG YA PING

-174-

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

2023
Amount
4000
Operating revenue (Note 6(15) and Note 7)
$ 380,593
5000
Operating costs (Note 6(5))
(208,137)
Net gross profit
172,456
Operating expenses:
6100
Marketing expenses
(45,261)
6200
Administrative expenses
(43,437)
6300
R&D expenses
(38,396)
6450
Expected credit loss (Note 6(3))
3,053
Total operating expenses
(124,041)
Net operating income
48,415
Non-operating income and expenses (Note 6(17)):
7100
Interest income
10,332
7010
Other income
152
7020
Other gains and losses
517
7050
Finance costs
(140)
7375
Share of subsidiaries, associates and joint ventures income accounted for
using equity method
(Note 6(6))
(10,799)
Total non-operating income and expenses
62
Profit from continuing operations before tax
48,477
7950
Tax expense (Note 6(12))
4,799
Profit
43,678
Other comprehensive income:
8310
Components of other comprehensive income that will not be reclassified
to profit or loss
8311
Remeasurements of defined benefit plans
(618)
8330
Share of subsidiaries, associates and joint ventures other comprehensive
income accounted for using equity methodcomponents that will not
be reclassified to profit or loss
-
8349
Less: Income tax related to components of other comprehensive income
that will not be reclassified to profit or loss
-
Components of other comprehensive income that will not be
reclassified to profit or loss
(618)
8360
Components of other comprehensive income (loss) that may be
reclassified to profit or loss
8361
Exchange differences on translation of foreign financial statements
(292)
8399
Less: Income tax related to components of other comprehensive income
that may be reclassified to profit or loss
-
Components of other comprehensive income (loss) that may be
reclassified to profit or loss
(292)
8300
Other comprehensive income, net of tax
(910)
8500
Total comprehensive income
$
42,768
Earnings per share (NT dollars)(Note 6(14))
9750
Basic earnings per share (NT dollars)
$
9850
Diluted earnings per share (NT dollars)
$
2023

100

(55)
2022

100

(51)
Amount
$ 380,593
(208,137)
Amount

410,320

(210,327)

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


-

-
-


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.)

Chairman: WILBER HUANG Manager: JIH PEI JU

Accounting supervisor: CHANG YA PING

-175-

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

(Expressed in Thousands of New Taiwan Dollars)

Balance at January 1, 2022
Profit
Other comprehensive income
Total comprehensive income
Appropriation and distribution of
retained earnings:
Legal reserve
Cash dividends on ordinary
shares
Effect on equity of disposal of
subsidiaries
Balance at December 31, 2022
Profit
Other comprehensive income
Total comprehensive income
Appropriation and distribution of
retained earnings:
Legal reserve
Special reserve
Cash dividends on ordinary
shares
Balance at December 31, 2023
Shares
Ordinary shares
$ 605,536
-
-
-
-
-
-
605,536
-
-
-
-
-
-
$
605,536
Capital surplus

474,527
-
-
-
-
-
-

474,527
-
-
-
-
-
-
474,527
Retained earnings Unappropriated
retained
earnings
39,698
74,843
304
75,147
(2,876)
(27,855)
54,082
138,196
43,678
(618)
43,060
(12,923)

(11,907)
(48,443)
107,983
Other equity interest
Exchange
differences on
translation of
foreign financial
statements
Unrealized gains
(losses) from
financial assets
measured at
fair value
through other
comprehensive
income

(11,178)
20,407

-
-
4,216
28,730
4,216
28,730

-
-

-
-
-
(54,082)

(6,962)
(4,945)

-
-
(292)
-
(292)
-

-
-

-
-
-
-
(7,254)
(4,945)
Total equity

1,211,756
74,843
33,250
Legal reserve

82,766
-
-
-
2,876
-
-

85,642
-
-
-
12,923
-
98,565
Special reserve




11,907
11,907

108,093

-
(27,855)
-

1,291,994
43,678
(910)

42,768

-
-
(48,443)

1,286,319

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

Chairman: WILBER HUANG

Accounting supervisor: CHANG YA PING

-176-

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 period
Cash and cash equivalents at end of 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.) Chairman: WILBER HUANG Manager: JIH PEI JU

Accounting supervisor: CHANG YA PING

-177-

Abnova (Taiwan) Corporation Notes to the Financial Statements (Cont.)

Abnova (Taiwan) Corporation Notes to the Financial Statements For the years ended December 31, 2023 and 2022 (Expressed in thousands of New Taiwan Dollars, unless specified otherwise)

1. Company history

Abnova (Taiwan) Corporation (the “Company”) was legally established with the approval of the Ministry of Economic Affairs (R.O.C.) on January 4, 2002, with registered address at 9th Fl., No. 108, Jhouzih St., Neihu District, Taipei City, Taiwan (R.O.C.). The Company has been actively developing, manufacturing, and selling monoclonal antibody, polyclonal antibody, proteins, medical inspection instruments and testing reagents, which are mainly antibody reagents, antibody chips or related products provided to and used by academic, research institutions or pharmaceutical factories, etc. Antibodies are the most important means for understanding proteins and their functions. The products of the Company help to study the relationship between protein changes in the process of cancer, infectious diseases, metabolism and endocrine diseases, and then apply to the development of medical inspection reagents and drugs.

2. Approval date and procedures of the financial statements

  • These parent company only financial statements were authorized for issue by the Board of Directors on February 27, 2024.

3. New standards, amendments and interpretations adopted

  • (1) The impact of the International Financial Reporting Standards (“IFRSs”) endorsed by the Financial Supervisory Commission, R.O.C. (“FSC”) which have already been adopted. The Company has initially adopted the following new amendments, which do not have a significant impact on its financial statements, from January 1, 2023.

    • ‧Amendments to IAS 1 “Disclosure of Accounting Policies”

    • ‧Amendments to IAS 8 “Definition of Accounting Estimates”

    • ‧Amendments to IAS 12 “Deferred Tax related to Assets and Liabilities arising from a Single Transaction”

  • The Company has initially adopted the following new amendments, which do not have a significant impact on its financial statements, from May 23, 2023.

  • ‧Amendments to IAS 12 “International Tax Reform — Pillar Two Model Rules”

  • (2) The impact of IFRS issued by the FSC but not yet effective

    • The Company assesses that the adoption of the following new amendments, effective for annual period beginning on January 1, 2024, would not have a significant impact on its financial statements.

    • ‧Amendments to IAS 1 “Classification of Liabilities as Current or Non-current”

    • ‧Amendments to IAS 1 “Non-current Liabilities with Covenants

    • ‧Amendments to IAS 7 and IFRS 7 “Supplier Finance Arrangements”

    • ‧Amendments to IFRS 16 “Lease Liability in Sale and Leaseback”

  • (3) The impact of IFRS issued by IASB but not yet endorsed by the FSC

    • The Company assesses that the adoption of the following new or amended standards, not yet endorsed by the FSC, would not have a significant impact on its financial statements.

    • ‧Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets Between an Investor and Its Associate or Joint Venture”

    • ‧IFRS 17 “Insurance Contracts” and amendments to IFRS 17 “Insurance Contracts”

-178-

Abnova (Taiwan) Corporation Notes to the Financial Statements (Cont.)

‧Amendments to IFRS 17 "Initial Application of IFRS 17 and IFRS 9 - Comparative Information"

‧Amendments to IAS 21 “Lack of Exchangeability”

4. Summary of significant accounting policies

The significant accounting policies presented in the financial statements are summarized below. Except for those specifically indicated, the following accounting policies were applied consistently throughout the periods presented in the financial statements.

(1) Statement of compliance

These financial statements have been prepared in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” (hereinafter referred to as the Regulations).

  • (2) Basis of preparation

  • A. Basis of measurement

Except for the following significant accounts, the financial statements have been prepared on a historical cost basis:

  • (a) Financial assets at fair value through other comprehensive income are measured at fair value; and

  • (b) The defined benefit liabilities (assets) are measured at fair value of the plan assets less the present value of the defined benefit obligation, limited as explained in Note 4(15).

  • B. Functional and presentation currency

The functional currency of each entity of the Company is determined based on the primary economic environment in which the entity operates. The financial statements are presented in New Taiwan Dollars, which is the Company’s functional currency. All financial information presented in New Taiwan Dollars has been rounded to the nearest thousand.

  • (3) Foreign currency

  • A. Foreign currency transactions

Transactions in foreign currencies are translated into the respective functional currencies of Company entities at the exchange rates at the dates of the transactions. At the end of each subsequent reporting period, monetary items denominated in foreign currencies are translated into the functional currencies using the exchange rate at that date. Non-monetary items denominated in foreign currencies that are measured at fair value are translated into the functional currencies using the exchange rate at the date that the fair value was determined. Non-monetary items denominated in foreign currencies that are measured based on historical cost are translated using the exchange rate at the date of the transaction.

Exchange differences are generally recognized in profit or loss, except for those differences relating to the following, which are recognized in other comprehensive income:

  • (a) an investment in equity securities designated as at fair value through other comprehensive income;

  • (b) a financial liability designated as a hedge of the net investment in a foreign operation to the extent that the hedge is effective; or

  • (c) qualifying cash flow hedges to the extent that the hedges are effective.

-179-

Abnova (Taiwan) Corporation Notes to the Financial Statements (Cont.)

  • B. Foreign operations

  • The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into the New Taiwan Dollars at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into the New Taiwan Dollars at the average exchange rate. Exchange differences are recognized in other comprehensive income.

  • When a foreign operation is disposed of such that control, significant influence, or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. When the Company disposes only a part of its interest in a subsidiary that includes a foreign operation while retaining control, the relevant proportion of the cumulative amount is reattributed to non-controlling interests. When the Company disposes only a part of its investment in an associate or joint venture that includes a foreign operation while retaining significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss.

  • When the settlement of a monetary receivable from or payable to a foreign operation is neither planned nor likely to occur in the foreseeable future, Exchange differences arising from such a monetary item that are considered to form part of the net investment in the foreign operation are recognized in other comprehensive income.

  • (4) Classification of current and non-current assets and liabilities

  • An asset is classified as current under one of the following criteria, and all other assets are classified as non-current:

  • A. It is expected to be realized, or intended to be sold or consumed, in the normal operating cycle;

  • B. It is held primarily for the purpose of trading;

  • C. It is expected to be realized within twelve months after the reporting period; or

  • D. The asset is cash or cash equivalent unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

  • A liability is classified as current under one of the following criteria, and all other liabilities are classified as non-current:

  • A. It is expected to be settled in the normal operating cycle;

  • B. It is held primarily for the purpose of trading;

  • C. It is due to be settled within twelve months after the reporting period; or

  • D. The Company does not have any unconditional right to defer the settlement of the liability for at least twelve months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by issuing equity instruments that do not affect its classification.

  • (5) Cash and cash equivalents

  • Cash comprises cash on hand and demand deposits. Cash equivalents are short term, highly liquid investments that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value. Time deposits which meet the above definition and are held for the purpose of meeting short term cash commitments rather than for investment or other purposes should be recognized as cash equivalents.

-180-

Abnova (Taiwan) Corporation Notes to the Financial Statements (Cont.)

  • (6) Financial instruments

Accounts receivables and debt securities issued are initially recognized when they are originated. All other financial assets and financial liabilities are initially recognized when the Company becomes a party to the contractual provisions of the instrument. A financial asset (unless it is an accounts receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not at fair value through profit or loss (FVTPL), transaction costs that are directly attributable to its acquisition or issue. An accounts receivable without a significant financing component is initially measured at the transaction price.

  • A. Financial assets

  • All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.

On initial recognition, a financial asset is classified as measured at: amortized cost; Fair value through other comprehensive income (FVOCI) – debt investment; FVOCI – equity investment; or FVTPL. Financial assets are not reclassified subsequent to their initial recognition unless the Company changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.

  • (a) Financial assets measured at amortized cost

  • A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL:

  • ‧It is held within a business model whose objective is to hold assets to collect contractual cash flows; and

  • ‧Its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

  • These assets are subsequently measured at amortized cost, which is the amount at which the financial asset is measured at initial recognition, plus/minus, the cumulative amortization using the effective interest method, adjusted for any loss allowance. Interest income, foreign exchange gains and losses, as well as impairment, are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.

  • (b) Financial assets measured at fair value through other comprehensive income On initial recognition of an equity investment that is not held for trading, the Company may irrevocably elect to present subsequent changes in the investment’s fair value in other comprehensive income. This election is made on an instrument-by-instrument basis. Equity investments at FVOCI are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in other comprehensive income and are never reclassified to profit or loss.

  • Dividend income is recognized in profit or loss on the date on which the Company’s right to receive payment is established (usually the ex-dividend date).

  • (c) Impairment of financial assets

  • The Company recognizes loss allowances for expected credit losses (ECL) on financial assets measured at amortized cost (including cash and cash equivalents, notes and accounts receivables, other receivable, guarantee deposit paid and other financial assets) and contract assets. The Company measures loss allowances at an amount equal to lifetime ECL, except for the following which are measured as 12-month ECL:

  • ‧Debt securities that are determined to have low credit risk at the reporting date; and

  • ‧Other debt securities and bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition.

-181-

Abnova (Taiwan) Corporation Notes to the Financial Statements (Cont.)

Loss allowance for accounts receivables and contract assets are always measured at an amount equal to lifetime ECL.

When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECL, the Company considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis based on the Company’s historical experience and informed credit assessment as well as forward-looking information.

ECLs are probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the Company in accordance with the contract and the cash flows that the Company expects to receive). ECLs are discounted at the effective interest rate of the financial asset.

At each reporting date, the Company assesses whether financial assets carried at amortized cost are credit-impaired. A financial asset is 'credit-impaired' when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. Evidence that a financial asset is credit-impaired includes the following observable data:

‧Significant financial difficulty of the borrower or issuer;

‧A breach of contract such as a default or being some time past due;

‧The lender of the borrower, for economic or contractual reasons relating to the borrower's financial difficulty, having granted to the borrower a concession that the lender would not otherwise consider;

‧It is probable that the borrower will enter bankruptcy or other financial reorganization; or

‧The disappearance of an active market for that financial assets because of financial difficulties. Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets.

The gross carrying amount of a financial asset is written off when the Company has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. For corporate accounts, the Company individually makes an assessment with respect to the timing and amount of write-off based on whether there is a reasonable expectation of recovery. The Company expects no significant recovery from the amount written off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Company’s procedures for recovery of amounts due.

  • (d) Derecognition of financial assets

The Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Company neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.

The Company enters into transactions whereby it transfers assets recognized in its statement of balance sheet, but retains either all or substantially all of the risks and rewards of the transferred assets. In these cases, the transferred assets are not derecognized.

  • B. Financial liabilities and equity instruments

  • (a) Classification of liabilities and equity

The Company shall classify the debt and equity instruments issued by the Company as a financial liability or an equity instrument in accordance with the substance of the contractual arrangement and the definition of a financial liability and an equity instrument.

  • (b) Financial liabilities

Financial liabilities are measured at amortized costs.

Other financial assets are measured at amortized costs by effective interest rate method subsequently. The interest expenses and exchange gains or losses are recognized in profit or loss. Any gains or losses at derecognition are recognized in profit or loss as well.

-182-

Abnova (Taiwan) Corporation Notes to the Financial Statements (Cont.)

  • (c) Derecognition of financial liabilities

  • The Company shall remove a financial liability from its statement of financial position when the obligation specified in the contract is discharged or cancelled or expires. A substantial modification of the terms of an existing financial liability and significant difference in cash flows after the modification shall be accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability by fair value based on the modified contractual terms.

At derecognition of a financial liability, the difference between the carrying amount of the financial liability extinguished or transferred to another party and the consideration paid (including any non-cash assets transferred or liabilities assumed), shall be recognized in profit or loss.

  • (7) Inventories

  • A. The perpetual inventory system is adopted, and the acquisition costs are recorded in the account. The costs are determined by the weighted average method, and the fixed production overheads are allocated according to the normal operating capacity of the production equipment. Inventories at the end of period except for obsolete and slow-moving inventories are provided for loss allowance. Inventories are measured at the lower of cost and net realizable value. When comparing the lower of cost and net realizable value, the item-by-item comparison method is adopted. The market price of raw materials is the replacement cost (that is, the latest purchase price); the market price of work in progress, semi-finished goods, finished goods and commodity inventories is the net realizable value.

  • B. The basis for the loss allowance for each obsolete and slow-moving inventory is explained as follows:

  • (a) 100% loss allowance provisions for protein inventory over two years (entering the third year); 2% to 50% loss allowance provisions for the stock age within two years (exclusive).

  • (b) 1% to 3% loss allowance provisions for testing instruments within two years (exclusive) according to the stock age; 10% to 70% loss allowance provisions for the stock age over two years (entering the third year) to five years (exclusive); 100% loss allowance provisions for the stock age reaches five years (entering the sixth year).

  • (c) 0.1% to 20% loss allowance provisions for the stock age of inventories other than protein and testing instruments within four years (exclusive); 40% to 80% loss allowance provisions for the stock age reaches five years (entering the sixth year) to six years (exclusive); 100% loss allowance provisions for the stock age reaches six years (entering the seventh year).

  • (8) Invest in associates

Associates are that in which the Company has significant influence over their financial and operating policies but is not controlling or jointly controlling.

The Company adopts the equity method to handle the interests of the associates. Under the equity method, the original acquisition is recognized at cost, and investment costs include transaction costs. The carrying amount of investments in an associate includes the goodwill identified at the time of the original investment, less any accumulated impairment loss.

The financial report includes from the date of significant influence to the date of loss of significant influence; after the adjustments made consistent with the accounting policy of the Company, the Company recognizes the profit and loss and the amount of other comprehensive income of each investment in associates based on the equity ratio. When the equity changes in non- profit or loss and other comprehensive income of an associate does not affect the shareholding ratio of the Company, the Company will recognize all changes in equity as capital reserves according to the shareholding ratio.

Unrealized gains and losses arising from transactions between the Company and associates are recognized in the corporate financial statements only within the scope of non-related party investors’ interests in associates. When the Company shall recognize the loss share of an associate proportionally equal to or exceeds its equity in the associate, it shall stop recognizing the losses, and

-183-

Abnova (Taiwan) Corporation Notes to the Financial Statements (Cont.)

only within the scope of a legal obligation, a constructive obligation, or a payment made on behalf of the invested company, additional losses and related liabilities shall be recognized.

  • (9) Invest in subsidiaries

When preparing the parent company only financial statements, investment in subsidiaries which are controlled by the Company is accounted for using the equity method. Under the equity method, an investment in a subsidiary is initially recognized at cost and adjusted thereafter to recognize the Company's share of profit or loss and other comprehensive income of the subsidiary as well as the distribution received. The Company also recognized its share in the changes in the equity of subsidiaries.

Changes in a parent’s ownership interest in a subsidiary that do not result in the loss of control are accounted for within equity.

  • (10) Property, plant and equipment

  • A. Recognition and measurement

Items of property, plant and equipment are measured at cost, which includes capitalized borrowing costs, less accumulated depreciation and any accumulated impairment losses.

If significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment. Any gain or loss on disposal of an item of property, plant and equipment is recognized in profit or loss.

  • B. Subsequent cost

Subsequent expenditure is capitalized only if it is probable that the future economic benefits associated with the expenditure will flow to the Company.

  • C. Depreciation

Depreciation is calculated on the cost of an asset less its residual value and is recognized in profit or loss on a straight-line basis over the estimated useful lives of each component of an item of property, plant and equipment.

Land is not depreciated.

The estimated useful lives of property, plant and equipment for current and comparative periods are as follows:

(a) Buildings and structures 9 to 50 years (b) Machinery and equipment 3 to 15 years (c) Office equipment 3 to 8 years (d) Leasehold improvements 3 to 10 years (e) Other equipment 1 to 7 years

Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

  • (11) Leases

At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

  • A. As a lessee

The Company recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. In addition, the right-of-use asset is periodically reduced by impairment losses, if

-184-

Abnova (Taiwan) Corporation Notes to the Financial Statements (Cont.)

any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be reliably determined, the Company’s incremental borrowing rate. Generally, the Company uses its incremental borrowing rate as the discount rate.

Lease payments included in the measurement of the lease liability comprise the following:

  • (a) fixed payments;

  • (b) variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;

  • (c) amounts expected to be payable under a residual value guarantee; and

  • (d) payments for purchase or termination options that are reasonably certain to be exercised.

The lease liability is measured at amortized cost using the effective interest method. It is remeasured when:

  • (a) there is a change in future lease payments arising from the change in an index or rate;

  • (b) there is a change in the Company’s estimate of the amount expected to be payable under a residual value guarantee;

  • (c) there is a change in the lease term resulting from a change of its assessment on whether it will exercise an option to purchase the underlying asset;

  • (d) there is a change of its assessment on whether it will exercise a purchase, extension or termination option;

  • (e) there is any lease modification.

When the lease liability is remeasured, other than lease modifications, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or in profit and loss if the carrying amount of the right-of-use asset has been reduced to zero.

When the lease liability is remeasured to reflect the partial or full termination of the lease for lease modifications that decrease the scope of the lease, the Company accounts for the remeasurement of the lease liability by decreasing the carrying amount of the right-of-use asset to reflect the partial or full termination of the lease, and recognize in profit or loss any gain or loss relating to the partial or full termination of the lease.

The Company presents right-of-use assets and lease liabilities that do not meet the definition of investment property as a separate line item respectively in the statement of financial position. The Company has elected not to recognize right-of-use assets and lease liabilities for office equipment with short-term leases that have a lease term of 12 months or less and leases of low-value assets. The Company recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

  • B. As a lessor

When the Company acts as a lessor, it determines at lease commencement whether each lease is a finance lease or an operating lease. To classify each lease, the Company makes an overall assessment of whether the lease transfers to the lessee substantially all the risks and rewards of ownership incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then the lease is an operating lease. As part of this assessment, the Company considers certain indicators such as whether the lease is for the major part of the economic life of the asset.

When the Company is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease, not with reference to the underlying asset. If a head lease is a short-term lease to which the Company applies the exemption described above, then it classifies the sub-lease as an operating lease.

If an arrangement contains lease and non-lease components, the Company applies IFRS 15 to allocate the consideration in the contract.

-185-

Abnova (Taiwan) Corporation Notes to the Financial Statements (Cont.)

(12) Intangible assets

  • A. Recognition and measurement

Expenditure on research activities is recognized in profit or loss as incurred.

Development expenditure is capitalized only if the expenditure can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable and the Company intends to, and has sufficient resources to, complete development and to use or sell the asset. Otherwise, it is recognized in profit or loss as incurred. Subsequent to initial recognition, development expenditure is measured at cost, less accumulated amortization and any accumulated impairment losses.

Other intangible assets, including computer software, patent rights and customer relationships, are acquired by the Company and have finite useful lives are measured at cost less accumulated amortization and any accumulated impairment losses.

  • B. Subsequent expenditure

Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, is recognized in profit or loss as incurred, including internally developed goodwill and brands.

  • C. Amortization

Amortization is calculated over the cost of the asset, less its residual value, and is recognized in profit or loss on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use.

  • The estimated useful lives of intangible assets for current and comparative periods are as follows:

  • (a)Royalty 5 to 30 years (b)Intangible assets internally generated 3 years (c)Customer relationships 3 years (d)Computer software 5 to 10 years Amortization methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

  • (13) Impairment of non-derivative financial assets

At each reporting date, the Company reviews the carrying amounts of its non-financial assets (other than inventories, contract assets and deferred tax assets) to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs.

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.

An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount.

(14) Revenue recognition

  • A. Revenue from contracts with customers

Revenue is measured based on the consideration to which the Company expects to be entitled in exchange for transferring goods to a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control of a good to a customer. The description of main income items is as follows:

  • (a) Sales of goods

The Company recognizes revenue when control of the products has transferred, being when the products are delivered to the customer upon the transaction terms, the customer has full discretion over the channel and price to sell the products, and there is no unfulfilled obligation

-186-

Abnova (Taiwan) Corporation Notes to the Financial Statements (Cont.)

that could affect the customer’s acceptance of the products. Delivery occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred to the customer, and either the customer has accepted the products in accordance with the sales contract, the acceptance provisions have lapsed, or the Company has objective evidence that all criteria for acceptance have been satisfied.

The Company offers volume discounts to customers. The Company recognizes revenue on the basis of the net amount of the contract price minus the estimated volume discount. The amount of the volume discount is estimated based on the expected value based on past cumulative experience, and revenue is recognized only in the range where there is a high probability that no significant reversal will occur.

  • (15) Employee benefits

  • A. Defined contribution plans

  • Obligations for contributions of pension to defined contribution plans are expensed as the related service is provided.

  • B. Defined benefit plans

The Company’s net obligation is calculated by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets.

The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Company, the recognized asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements.

Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognized immediately in other comprehensive income, and accumulated in retained earnings within equity. The Company determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability (asset). Net interest expense and other expenses related to defined benefit plans are recognized in profit or loss.

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognized immediately in profit or loss. The Company recognizes gains and losses on the settlement of a defined benefit plan when the settlement occurs.

  • C. Short-term employee benefits

  • Short-term employee benefits are expensed as the related service is provided. A liability is recognized for the amount expected to be paid if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

  • (16) Income taxes

Income taxes comprise current taxes and deferred taxes. Except for expenses related to business combinations or recognized directly in equity or other comprehensive income, all current and deferred taxes are recognized in profit or loss.

Current taxes comprise the expected tax payables or receivables on the taxable profits (losses) for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payables or receivables are the best estimate of the tax amount expected to be paid or received. It is measured using tax rates enacted or substantively enacted at the reporting date.

Deferred taxes are measured at tax rates that are expected to be applied to temporary differences

-187-

Abnova (Taiwan) Corporation Notes to the Financial Statements (Cont.)

when they reserve, using tax rates enacted or substantively enacted at the reporting date. Deferred income tax shall be recognized for the temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements, except to the extent that:

  • A. the initial recognition of an asset or liability in a transaction which is not a business combination, and at the time of the transaction, (i) affects neither accounting profit (ii) nor taxable profit (tax loss) and (ii) does not give rise to equal taxable and deductible temporary differences, or

  • B. the temporary differences associated with investments in subsidiaries, and it is probable that the temporary differences will not reverse in the foreseeable future, or

  • C. the deferred tax liabilities arise from the initial recognition of goodwill.

Deferred tax assets are recognized for the carry forward of unused tax losses, unused tax credits, and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefits will be realized; such reductions are reversed when the probability of future taxable profits improves.

Deferred income tax is measured at the tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based on tax rates or tax laws that have been enacted or substantively enacted at the reporting date.

The Company shall offset current tax assets and current tax liabilities, only if:

  • A. the Company has a legally enforceable right to set off current tax assets against current tax liabilities; and

  • B. the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on either:

  • (a) The same taxable entity; or

  • (b) Different taxable entities which intend to settle current tax assets and liabilities on a net basis, or to realize the assets and liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

  • (17) Earnings per share

The Company discloses the Company’s basic and diluted earnings per share attributable to ordinary shareholders of the Company. Basic earnings per share is calculated as the profit attributable to ordinary shareholders of the Company divided by the weighted average number of ordinary shares outstanding. Diluted earnings per share is calculated as the profit attributable to ordinary shareholders of the Company divided by the weighted average number of ordinary shares outstanding after adjustment for the effects of all potentially dilutive ordinary shares.

  • (18) Segment information

The Company discloses the operating segments information in the consolidated financial statements. Therefore, the Company does not disclose such information in the parent company only financial statements.

-188-

Abnova (Taiwan) Corporation Notes to the Financial Statements (Cont.)

5. Significant accounting assumptions and judgments, and major sources of estimation uncertainty

The preparation of the consolidated financial report requires management to make judgments, estimates, and assumptions that affect the application of the accounting policies and the reported amount of assets, liabilities, income, and expenses. Actual results may differ from these estimates. The management continues to monitor the accounting estimates and assumptions. The management recognizes any changes in accounting estimates during the period and the impact of those changes in accounting estimates in the following period.

Accounting policies involve critical judgments and have no significant impact on the amount recognized in this parent company only financial report.

Information about uncertainties of the following assumptions and estimates which have significant risks of causing critical adjustments to the carrying amount of assets and liabilities in the next fiscal year is as follows:

(1) Valuation of inventories

As inventories are stated at the lower of cost or net realizable value, the Company estimates the net realizable value of inventories for normal loss and unmarketable items at the end of the reporting period and then writes down the cost of inventories to net realizable value. In addition, the Company has also considered the industry characteristics and the liquidity of inventories to assess the loss allowance for slow-moving inventories. The net realizable value of the inventory is mainly determined based on assumptions as to future demand within a specific time horizon. Due to the changes in industrial application technology, there may be significant changes in the net realizable value of inventories.

6. Explanation of significant accounts

(1) Cash and cash equivalents

ation of significant accounts
ash and cash equivalents
Cash
Checking account
Demand deposits
Time deposits
December 31,
2023
$ 466
487
68,454
290,922
December 31,
2022

566

716

159,784

201,905

$
360,329



362,971

The term of the Company’s time deposits is three months It is used as a short-term fund that can be converted momentarily for any fund demand, and the risk of value changes is low, so it is classified under cash and cash equivalents. Please refer to Note 6(18) for the interest rate risk, and sensitivity analysis of the financial assets and liabilities.

(2) Financial assets measured at fair value through other comprehensive income

Equity instruments measured at fair value through
other comprehensive income:
Foreign non-listed (non-OTC-listed) stocks
Hukui Biotechnology Corporation (Samoa)
December 31,
2023
$
-
December 31,
2022
-

-189-

Abnova (Taiwan) Corporation Notes to the Financial Statements (Cont.)

  • A. Investments in equity instruments measured at fair value through other comprehensive income

The Company designated the investment shown above as equity securities at fair value through other comprehensive income because these equity securities represent those investments that the Company intends to hold for long-term strategic purpose.

Please refer to Note 6(18) for information on the carrying amount, fair value and market risks of the foreign non-listed (non-OTC-listed) stocks of Hukui Biotechnology Corporation (Samoa) held by the Company.

The Company did not dispose strategic investments in 2023 and 2022, and the accumulated profits and losses during these periods have not been made for any transfer within the equity.

  • B. The aforementioned financial assets were not pledged as long-term loans and financing facilities.

  • (3) Notes and accounts receivable

facilities.
otes and accounts receivable
Notes receivable
Accounts receivable
Less: Loss allowance
December 31,
2023
$ 491
44,605
(5,247)

$
39,849
December 31,
2022
246
68,151
(8,152)

60,245

The Company applies the simplified approach to provide for its expected credit losses, i.e. the use of lifetime expected loss provision for all receivables. To measure the expected credit losses, accounts receivables have been grouped based on shared credit risk characteristics and the days past due, as well as the incorporated forward-looking information.

The loss allowance provisions for notes and accounts receivable of the series products of circulating tumor cell testing were determined as follows:

Current and less than 30 days past due
Current and less than 30 days past due
December 31, 2023 December 31, 2023 December 31, 2023 Loss allowance
provision
-
Gross carrying
amount
$
-
Weighted-aver
age loss rate

Loss allowance
provision
-
Gross carrying
amount
$
26
Weighted-aver
age loss rate
1.51%

-190-

Abnova (Taiwan) Corporation Notes to the Financial Statements (Cont.)

The loss allowance provisions for notes and accounts receivable for the series products of non-circulating tumor cell testing were determined as follows:

Current and less than 30 days past due
31 to 60 days past due
61 to 90 days past due
91 to 120 days past due
121 to 180 days past due
181 to 365 days past due
More than 365 days past due
Current and less than 30 days past due
31 to 60 days past due
61 to 90 days past due
91 to 120 days past due
121 to 180 days past due
181 to 365 days past due
More than 365 days past due
December 31, 2023 December 31, 2023 December 31, 2023
Loss allowance
provision
584
245
179
283
1,058
1,590
1,308
5,247

Loss allowance
provision
539
1,749
474
1,418
1,161
1,899
912
8,152
Gross carrying
amount
Weighted-aver
age loss rate
$ 37,295
1.57%
1,276
19.20%
563
31.74%
582
48.68%
1,962
53.91%
2,110
75.37%
1,308
100.00%
$
45,096
December 31, 2022
Weighted-aver
age loss rate
Gross carrying
amount
$ 45,339
12,486
1,888
3,350
2,066
2,330
912
$
68,371
Weighted-aver
age loss rate
1.19%
14.01%
25.11%
42.32%
56.21%
81.47%
100.00%

The movement in the loss allowance for notes and accounts receivable were as follows:

Balance at January 1
Impairment losses
Irrecoverable amount written-off in the current year
Reversal of impairment losses
Others
Balance at December 31
2023
$ 8,152
-
-
(3,053)
148
$ 5,247
2023
$ 8,152
-
-
(3,053)
148
$ 5,247
2022
14,449
698
(6,995)
-
-
8,152
$ 5,247

The aforementioned financial assets were not pledged as long-term loans and financing facilities.

(4) Other receivables

Other receivables
Other receivables-related parties
December 31,
2023
$ 3,109
114
$
3,223
December 31,
2022

2,452

-
2,452

-191-

Abnova (Taiwan) Corporation Notes to the Financial Statements (Cont.)

(5) Inventories

Raw materials and supplies
Semi-finished goods
Work in progress
Finished goods
Merchandise
Testing instruments
December 31,
2023
$ 23,680
250,513
9,954
118,303
5,163
689
December 31,
2022

21,973

239,258

6,503

119,329

6,364
2,652

396,079
$
408,302

The components of cost of sales for the years ended December 31, 2023 and 2022 are as follows:

Sales of inventories transferred
Inventory disposal loss
Gain from price recovery of inventory valuation and
obsolescence
Total
2023
$ 160,359
60,126
(12,348)
2022
163,554
60,016
(13,243)
210,327


$
208,137

As of December 31, 2023 and 2022, the inventories were not pledged as collateral. (6) Investments accounted for using equity method

The equity method adopted by the Company at the reporting date was as follows:

Subsidiary
Abnova Holding Corporation
AxleBio Ventures
Abnova-GmbH (Note)
Associate
Citil Pharma Incorporated
December 31,
2023
$ 86,277
1,154
(2,809)
-
December 31,
2022

97,014

-

(2,809)
550

94,755
$
84,622

Note: The net amount deducted from receivables as of December 31, 2023 and 2022 were listed in “other non-current liabilities.” Please refer to Note 7.

Since Abnova GmbH’s capital equivalent to NT$1,210 thousand (0.2% of the Group’s capital), its total assets were less than 1% of the Group’s total assets, and it had no operating income, the consolidated financial report with this subsidiary had not been prepared.

The Board of Directors of the Company approved the dissolution and liquidation proposal of Abnova GmbH on November 11, 2016, and the dissolution and liquidation was on December 31, 2016, as the base date. The liquidation has not completed by December 31, 2022.

Abnova Holding Corporation executed capital reduction to cover the deficit and repaid paid-up capital amounting to NT$5,711 thousand and NT$21,675 thousand, respectively. The legal registration procedures have been completed.

The Company established AxleBio Ventures in July, 2023 by NT$1,300 thousand with 100% of percentage of ownership.

-192-

Abnova (Taiwan) Corporation Notes to the Financial Statements (Cont.)

The Company sold the shares of the associate, Citil Pharma Incorporated, by NT$342 thousand to the subsidiary, AxleBio Ventures. As the transaction is the restructure under joint control, the unrealized gains on disposal of NT$68 thousand is recognized as the deduction of investments accounted for using equity method.

Share attributable to the Company:
Net loss from continuing operations
2023
$
(10,799)
2022

(4,336)

For information on the Company’s subsidiaries, please refer to the 2023 consolidated financial statements.

As of December 31, 2023 and 2022, the investment accounted for using equity method were not pledged as collateral.

(7) Property, plant and equipment

The movements of costs and depreciation of the property, plant and equipment as of and for the years ended December 31, 2023 and 2022 were as follows:

Cost or deemed cost:
Balance at January 1, 2023
Additions
Disposals
Balance at December 31, 2023
Balance at January 1, 2022
Additions
Reclassifications
Disposals
Balance at December 31, 2022
Depreciation and impairment loss:
Balance at January 1, 2023
Depreciation
Disposals
Balance at December 31, 2023
Balance at January 1, 2022
Depreciation
Disposals
Balance at December 31, 2022
Carrying amount:
December 31, 2023
January 1, 2022
December 31, 2022
Land Buildings
and
structures
Machinery
and
equipment
Office
equipment
Leasehold
improvem
ents
Other
equipment
Unfinished
construction
and
equipment
pending
acceptance
Total
$ 137,911
-
-

101,747
-
-

183,264
11,913
(11,945)

25,833

173

(734)

11,386

6,980

-

9,094
200

475
25
(927)
-

469,435

19,566
(13,606)
$
137,911
101,747
183,232


25,272

18,366

8,642
225

475,395

$ 137,911
-
-
-


101,747
-
-
-


183,423
1,390
352
(1,901)


25,922

-

-

(89)


11,386
-
-

-


9,094
992
-
-
-
(792)
-
-


470,475
1,390

(440)
(1,990)
$
137,911
101,747
183,264


25,833

11,386
9,094
200

469,435

$ -
-
-

29,801
5,998
-


141,622

7,049
(11,945)


25,753

49

(734)


11,386

447

-


8,739
-

408
-
(927)
-

217,301
13,951
(13,606)
$
-
35,799
136,726


25,068

11,833

8,220
-

217,646
$ -
-
-

23,804
5,997
-


136,025

7,498
(1,901)


25,745

97

(89)


11,384

2

-


8,395
-

344
-
-
-

205,353
13,938
(1,990)
$
-
29,801
141,622


25,753

11,386
8,739
-

217,301
$
137,911

65,948

46,506

204

6,533

422
225

257,749

$
137,911

77,943

47,398
177
2
699
992

265,122

$
137,911

71,946

41,642
80 - 355
200

252,134

As of December 31, 2023 and 2022, the property, plant and equipment were not pledged as collateral.

-193-

Abnova (Taiwan) Corporation Notes to the Financial Statements (Cont.)

(8) Right-of-use assets

The movements of costs and depreciation of the buildings and structures and transportation equipment rented by the Company were as follows:

Cost:
Balance at January 1, 2023
Additions
Balance at December 31, 2023
Balance at January 1, 2022
Additions
Balance at December 31, 2022
Depreciation:
Balance at January 1, 2023
Depreciation
Balance at December 31, 2023
Balance at January 1, 2022
Depreciation
Balance at December 31, 2022
Carrying amount:
December 31, 2023
January 1, 2022
December 31, 2022
Buildings and
structures

Transportation
equipment

Total

40,584
4,020
44,604

29,554
11,030
40,584

30,162
6,793
36,955

22,776
7,386
30,162
7,649
6,778
10,422
$ 37,630
4,020

2,954

-

$
41,650

2,954

$ 26,600
11,030


2,954

-

$
37,630

2,954

27,753
6,325


2,409
468
2,877

$
34,078

$ 20,834
6,919


1,942
467
2,409

$
27,753

$
7,572

77
1,012

$
5,766

$
9,877

545

-194-

Abnova (Taiwan) Corporation Notes to the Financial Statements (Cont.)

(9) Intangible assets

The movements of costs, amortization and impairment of the intangible assets for the years ended December 31, 2023 and 2022 were as follows:

Cost:
Balance at January 1, 2023
Separately acquired
Internally developed
Inventories transferred to
intangible assets
Balance at December 31, 2023
Balance at January 1, 2022
Internally developed
Inventories transferred to
intangible assets
Balance at December 31, 2022
Amortization and impairment loss:
Balance at January 1, 2023
Amortization
Balance at December 31, 2023
Balance at January 1, 2022
Amortization
Balance at December 31, 2022
Carrying amount:
Balance at December 31, 2023
January 1, 2022
Balance at December 31, 2022
Development
expenditure
of monoclonal
antibody
hybridoma
$ 318,105
-
1,549
2,325
$
321,979
$ 306,210
5,240
6,655
$
318,105
$ 303,497
8,213
$
311,710
$ 295,167
8,330
$
303,497
$
10,269
$
11,043
$
14,608
Royalty
75,616
-
-
-
75,616
75,616
-
-
75,616
21,409
2,409
23,818
19,000
2,409
21,409
51,798
56,616
54,207
Others

-
7,771
-
-
7,771

-
-
-
-

-
198
198

-
-
-
7,573
-
-
Total
393,721
7,771
1,549
2,325

405,366

381,826
5,240
6,655

393,721


324,906
10,820


335,726


314,167
10,739


324,906


69,640


67,659


68,815

The amortization expenses of intangible assets for the years ended December 2023 and 2022 were presented in the following items in the statements of comprehensive income:

Operating costs
Operating expenses
2023
$ 8,214
2,606
2022
8,331
2,408
10,739

$
10,820

-195-

Abnova (Taiwan) Corporation

Notes to the Financial Statements (Cont.)

(10) Lease liabilities

The carrying amount of lease liabilities were as follows:

Lease liabilities
The carrying amount of lease liabilities were as follows:
Current
Non-current
December 31,
2023
$
5,105
December 31,
2022

6,778

3,686

$
2,601

For the maturity analysis, please refer to Note 6(18) Financial instruments. The amount recognized in profit or loss were as follows:

The amount recognized in profit or loss were as follows:
2023 2022
Interest on lease liabilities $ 136
132
Expenses relating to short-term leases $ 2,203
2,825
The amount recognized in the statements of cash flows for the Company were as follows:
2023 2022
Total cash outflow for leases $ 9,117
10,378

The amount recognized in the statements of cash flows for the Company were as follows:

A. Buildings and structures leases

The Company leases buildings and structures for its office space for the year ended December 31, 2023, which typically run for a period of one to five years.

B. Other leases

The Company leases transportation equipment with contract terms of three years.

In addition, the Company leases copy machines with contract terms of five years. As these leases are short-term and/or of low-value, the Company elects the recognition exemption and does not recognize the relevant right-of-use assets and lease liabilities.

(11) Employee benefits

A. Defined benefit plans

Reconciliation of defined benefit obligation at present value and plan asset at fair value were as follows:

Present value of defined benefit obligations
Fair value of plan assets
Net defined benefit assets
December 31,
2023
$ 5,609
(6,460)
December 31,
2022

5,743

(7,191)

(1,448)

$
(851)

The Company makes defined benefit plan contributions to the pension fund account with Bank of Taiwan that provides pensions for employees upon retirement. Plans (covered by the Labor Standards Law) entitle retired employees to receive retirement benefits based on their years of service and average monthly salary for the six months prior to retirement. The Company received the approval letters from the Department of Labor, Taipei City Government No. 1106083461, No. 1116069618, and No. 1126041943 of September 27, 2021, August 15, 2022, and August 29,2023, respectively which approved to suspend the appropriation of pension fund from September 2021 to August 2022, from September 2022 to August 2023, and from September 2023 to August 2024.

-196-

Abnova (Taiwan) Corporation Notes to the Financial Statements (Cont.)

(a) Composition of plan assets

The Company allocates pension funds in accordance with the Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund, and such funds are managed by the Bureau of Labor Funds, Ministry of Labor. With regard to the utilization of the funds, minimum earnings shall be no less than the earnings attainable from two-year time deposits with interest rates offered by local banks.

The Company’s Bank of Taiwan labor pension reserve account balance amounted to NT$6,460 thousand as of the reporting date. For information on the utilization of the labor pension fund assets, including the asset allocation and yield of the fund, please refer to the website of the Bureau of Labor Funds, Ministry of Labor.

(b) Movements in present value of defined benefit obligations

The movement in the present value of the defined benefit obligations for the years ended December 31, 2023 and 2022 were as follows:

Defined benefit obligations at January 1
Current service cost and interest cost
Remeasurements of net defined benefit obligations
Actuarial gains or losses arising from
experience adjustments
Actuarial gains or losses arising from changes
in financial assumptions
Benefits paid
Defined benefit obligations at December 31
2023
$ 5,743
80
575
67
(856)
2022

5,725

40

743

(530)

(235)

5,743

$
5,609

(c) Movements in fair value of plan assets

The movements in the fair value of the plan assets for the years ended December 31, 2023 and 2022 were as follows:

2023 and 2022 were as follows: 2023 and 2022 were as follows:
2023
Fair value of plan assets at January 1
$ (7,191)
Interest income
(101)
Remeasurements of net defined benefit obligations
Return on plan assets excluding interest income
(24)
Benefits paid
856
Fair value of plan assets at December 31
$
(6,460)
2022

(6,862)

(48)

(516)

235

(7,191)
$
(6,460)

(d) Expenses recognized in profit or loss

The expenses recognized in profit or loss for the years ended December 31, 2023 and 2022 were as follows:

Net interest of net defined benefit liabilities (assets)
Operating costs
Operating expenses
2023
$
(21)
2022

(8)

(6)

(2)

(8)

$ (16)
(5)

$
(21)

-197-

Abnova (Taiwan) Corporation Notes to the Financial Statements (Cont.)

(e) Actuarial assumptions

The principal actuarial assumptions for determining present value of defined benefit obligations at the reporting date were as follows:

Discount rate
Future salary increase rate
December 31,
2023
1.30%
3.00%
December 31,
2022

1.40%

3.00%

The expected allocation payment to be made by the Company to the defined benefit plans for the one-year period after the reporting date was $0.

The weighted average lifetime of the defined benefit plans was 12 years.

(f) Sensitivity analysis

When calculating the present value of defined benefit obligations, the Company must practice judgments and estimates to determine relevant actuarial assumptions at the balance sheets date, including discount rates and future salary changes. Any changes in actuarial assumptions may cause significant impacts on the amount of defined benefit obligations.

As of December 31, 2023 and 2022, if the actuarial assumptions had changed, the impact on the present value of the defined benefit obligations shall be as follows:

December 31, 2023
Discount rate
Future salary increase rate
December 31, 2022
Discount rate
Future salary increase rate
Influences of defined benefit
obligations
Influences of defined benefit
obligations
Increase 0.25%
(166)
156
(175)
166
Decrease 0.25%
172
(151)
182
(161)

Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions remain constant, would have affected the defined benefit obligation by the amounts shown above. The method used in the sensitivity analysis was consistent with the calculation of net defined benefit liabilities in the balance sheets.

There were no changes in the method and assumptions used in the preparation of sensitivity analysis for 2023 and 2022.

B. Defined contribution plans

The Company allocates 6% of each employee’s monthly wages to the labor pension personal account at the Bureau of Labor Insurance in accordance with the provisions of the Labor Pension Act. Under these defined contribution plans, the Company allocates a fixed amount to the Bureau of Labor Insurance without additional legal or constructive obligation.

-198-

Abnova (Taiwan) Corporation Notes to the Financial Statements (Cont.)

The pension costs incurred from the contributions to the Bureau of the Labor Insurance amounted to NT$3,686 thousand and NT$3,857 thousand for the years ended December 31, 2023 and 2022, respectively.

  • (12) Income taxes

A. Tax expense

The components of the income tax in the years 2023 and 2022 were as follows:

2023 2022
Current tax expense
Current period $ 5,325 6,520
Adjustment for prior periods (1,509)
(3,646)
3,816 2,874
Deferred tax expense
Origination and reversal of temporary differences 983
17,198
Income tax for the continuing operations $ 4,799
20,072
The reconciliation of income tax expenses recognized in other comprehensive income
were as below:
2023 2022
Profit from continuing operations before tax
Income tax using the Company’s domestic tax rate
$
$
48,477

9,695
94,915
18,983
Nondeductible expenses 91 9,182
Tax incentive (5,326) (4,447)
Overestimation for prior periods (1,509) (3,646)
Surtax on undistributed earnings of the prior year 1,848 -
Tax expense $ 4,799
20,072

B. Deferred tax assets and liabilities

Changes in the amount of deferred tax assets for the years ended December 31, 2023 and 2022 were as follows:

Deferred tax liabilities:
Balance at January 1, 2023

Recognized in profit or loss
Balance at December 31, 2023

Balance at January 1, 2022

Recognized in profit or loss
Balance at December 31, 2023
Other
$ 5,804
(2,021)
$
3,783
$ -
5,804
$
5,804

-199-

Notes to the Financial Statements (Cont.)

Abnova (Taiwan) Corporation

Deferred tax assets:
Balance at January 1, 2023
Recognized in profit or loss
Balance at December 31, 2023
Balance at January 1, 2022
Recognized in profit or loss
Balance at December 31, 2022
Allowance for
inventory
valuation and
obsolescence
$ 95,758
(2,470)
Other

2,520

(534)
Total

98,278

(3,004)

$
93,288


1,986


95,274
$ 98,406
(2,648)

11,266

(8,746)

109,672

(11,394)
$
95,758
2,520 98,278

C. Assessment of tax

The Company’s tax returns for the years through 2021 were assessed by the National Taiwan Bureau.

(13) Capital and other equity

  • A. Ordinary shares

The Company had authorized capital of NT$800,000 thousand (80,000 thousand shares) as of December 31, 2023 and 2022, of which 60,554 thousand shares with par value of NT$10 were issued. Payments for all issued shares had been received.

B. Capital surplus

The balances of capital surplus were as follows:

Share premium December 31,
2023
$
474,527
December 31,
2022
474,527

According to the R.O.C. Group Act, capital surplus can only be used to offset a deficit, and only the realized capital surplus can be used to increase the common stock or be distributed as cash dividends. The aforementioned realized capital surplus includes capital surplus resulting from premium on issuance of capital stock and earnings from donated assets received. According to the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, capital increases by transferring capital surplus in excess of par value should not exceed 10% of the total common stock outstanding.

C. Retained earnings

The Company’s article of incorporation stipulates that any Company’s profit for the period should first be used to offset the prior years’ deficits (including the adjustments of the unappropriated retained earnings), allocate 10% of the remaining balance as legal reserve, unless such legal reserve has amounted to the paid-in capital, then set aside or reverse a special reserve in accordance with the laws and regulations or competent authorities. The remainder, if any, together with any undistributed retained earnings (including the adjustments of the unappropriated retained earnings) should be proposed earnings distribution by the Company’s Board of Directors. Wherein the distributable dividend and bonus may be paid by cash 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 in addition thereto, a report of such distribution shall be submitted to the shareholders’

-200-

Abnova (Taiwan) Corporation Notes to the Financial Statements (Cont.)

meeting. Wherein the distributable dividend and bonus may be paid by issuing new shares after a resolution has been adopted in the shareholders’ meeting.

The dividend distribution policy of the Company is to coordinate with the current and future development plans, consider the investment environment, capital needs, and domestic and foreign competition conditions, and take into consideration factors such as shareholders’ interests. The dividends and bonus to shareholders each year shall not be less than 10% of the distributable earnings, but when the accumulated distributable earnings are lower than 3% of the paid-in capital, the distribution may not be done. When distributing dividends and bonus to shareholders, it can be done in the form of cash or stocks, and the cash dividends should not be less than 10% of the total dividends. (a) Legal reserve

When a company incurs no loss, it may, pursuant to a resolution by a shareholders’ meeting, distribute its legal reserve by issuing new shares or by distributing cash, and only the portion of legal reserve which exceeds 25% of capital may be distributed.

  • (b) Special reserve

  • According to the laws and regulations, special earnings shall be set aside from the net reduction of other shareholders’ equity in current-period balance sheets during earnings distribution. Amounts of subsequent reversals pertaining to the net reduction of other shareholders’ equity shall qualify for additional distributions.

  • (c) Earnings distribution

The amount of cash dividends on the appropriations of earnings for 2022 and 2021 had been approved during the board meetings on February 24, 2023 and March 16, 2022, respectively. The relevant dividend distributions to shareholders were as follows:

Dividends distributed to ordinary
shareholders:
Cash
2022
Amount per
share
Amount
$ 0.80
48,443
2021
Amount per
share
Amount
0.46
27,855
2021
Amount per
share
Amount
0.46
27,855
Amount per
share
Amount per
share
$ 0.80 0.46

The amount of dividends on the appropriation of earnings for 2023 had been approved during the board meetings on February 20, 2024. The distribution to shareholders was as follows:

as follows:
Dividends distributed to ordinary shareholders:
Cash
2023
Amount per share
Amount
$ 0.72
43,599
Amount per share
$ 0.72

-201-

Abnova (Taiwan) Corporation

Notes to the Financial Statements (Cont.)

D. Other equity interest

Balance at January 1, 2023
Exchange differences on foreign
operations
Balance at December 31, 2023
Balance at January 1, 2022
Exchange differences on foreign
operations
Share of unrealized gains and losses
from financial assets measured at
fair value through other
comprehensive income in
subsidiaries accounted for using
equity method
Effect on equity of disposal of
subsidiaries
Balance at December 31, 2022
Exchange differences
on translation of
foreign financial
statements
Unrealized gains
(losses) from
financial assets
measured at fair
value through other
comprehensive
income
(4,945)
-
(4,945)
20,407
-
28,730
(54,082)
(4,945)
Total
(11,907)
(292)
(12,199)
9,229
4,216
28,730
(54,082)
(11,907)
$ (6,962)
(292)
$
(7,254)
$ (11,178)
4,216
-
-
$
(6,962)

(14) Earnings per share

A. Basic earnings per share

The basic earnings per share of the Company in 2023 and 2022 were calculated based on the net profit attributable to the ordinary shareholders of the Company according to the weighted average number of ordinary shares outstanding. The calculations were as follows:

(a) Profit attributable to ordinary shareholders of the Company

2023
Profit attributable to ordinary shareholders of the
Company
$
43,678
Weighted average number of ordinary shares (in thousands)
2023
Weighted average number of ordinary shares at
December 31 (in thousands)
(the number of shares at January 1)
60,554
2023 2022

74,843
2022

60,554
$
43,678

(b) Weighted average number of ordinary shares (in thousands)

B. Diluted earnings per share

The diluted earnings per share in 2023 and 2022 were calculated based on the net profit attributable to the ordinary shareholders of the Company according to the weighted average number of ordinary shares outstanding after all potential ordinary shares adjusted to be diluted. The calculations were as follows:

-202-

Notes to the Financial Statements (Cont.)

Abnova (Taiwan) Corporation

(a) Profit attributable to ordinary shareholders of the Company (diluted)

2023
Profit attributable to ordinary shareholders of the
Company (diluted)
$
43,678
Weighted average number of ordinary shares (diluted) (in thousands)
2023
Weighted average number of ordinary shares (basic)
60,554
Effect of employee share remuneration
78
Weighted average number of ordinary shares at
December 31
(diluted)
60,632
2023
$
43,678
2022

74,843
2022

60,554

110
60,632
60,664

(b) Weighted average number of ordinary shares (diluted) (in thousands)

  • (15) Revenue from contracts with customers A. Details of revenue
Primary geographical markets:
America
Europe
Taiwan
Other country
Main products/service lines:
Monoclonal antibodies
Pair antibodies
Protein
Polyclonal antibodies
Testing instruments
Other
2023
$ 192,568
94,885
12,387
80,753
2022

196,828

112,624

29,325

71,543

410,320

132,754

93,223

66,825

30,701

(1,908)

88,725

410,320

$
380,593

$ 121,011
76,590
63,250
24,502
7,343
87,897

$
380,593

B. Contract balances

Notes and accounts receivable
Less: Allowance for impairment
Total
Contract liabilities
December 31,
2023
December 31,
2022

68,397

(8,152)
January 1,
2022

63,242
(14,449)
48,793
2,638
$ 45,096
(5,247)

$
39,849




60,245

2,622

$
2,349

For details on accounts receivable and its loss allowance, please refer to Note 6(3). The balance of contract liabilities at January 1, 2023 and 2022 recognized as revenue for the years 2023 and 2022 were NT$706 thousand and NT$864 thousand, respectively.

-203-

Abnova (Taiwan) Corporation Notes to the Financial Statements (Cont.)

  • (16) Remuneration to employees and directors

The Company’s articles of incorporation, which were authorized by the Board of Directors but has yet to be approved by the shareholders, require that earnings shall first be offset against any deficit, then, a minimum of 1% will be distributed as employee remuneration, and a maximum of 3% will be allocated as remuneration to directors. Employees who are entitled to receive the abovementioned employee remuneration, in share or cash, include the employees of the Company’s subsidiaries who meet requirements set by the Board of Directors. The aforesaid remuneration to directors shall be distributed in cash only. For the years ended December 31, 2023 and 2022, the Company recognized its employee remuneration amounting to NT$2,155 thousand and NT$4,179 thousand respectively; as well as its remuneration to directors and supervisors amounting to NT$411 thousand and NT$795 thousand, respectively. These amounts were calculated by using the Company’s pre-tax net profit for the period before deducting the amounts of the remuneration to employees and directors and supervisors, multiplied by the distribution of ratio of the remuneration to employees and directors and supervisors based on the Company’s articles of incorporation, and expensed under operating costs or expenses. If any discrepancy occurred between the actual distributions and the accrued amount for the following year, it shall be treated as a change in accounting estimates, and the difference shall be recognized as profit or loss for the next year. Related information would be available at the Market Observation Post System website.

The amounts, as stated in the financial statements are identical to those of the actual distributions for 2023 and 2022.

  • (17) Non-operating income and expenses

  • A. Interest income

The details of interest income were as follows:

Interest income from bank deposits
B. Other income
The details of other income were as follows:
Other income
C. Other gains and losses
The details of other gains and losses were as follows:
Gains on disposals of property, plant and equipment
Foreign exchange gains (losses)
D. Finance costs
The details of finance costs were as follows:
Other finance expenses
2023
$
10,332
2023
$
152
2023
$ 160
357
$
517
2023
$
140
2022
3,463
2022
800
2022
-
26,053
26,053
2022
132

-204-

Abnova (Taiwan) Corporation

Notes to the Financial Statements (Cont.)

(18) Financial instruments

A. Credit risk

  • (a) Credit risk exposure

The carrying amount of financial assets represents the maximum amount exposed to credit risk.

  • (b) Concentration of credit risk

Except for the biggest customers, the Company has no significant credit risk exposure to any single counterparty or any group of counterparties with similar characteristics. For the years ended December 31, 2023 and 2022, 13% and 31%, respectively, of accounts receivable were concentrated on the biggest customer, and 87% and 69%, respectively, of accounts receivable were concentrated on other counterparties’ transactions.

  • (c) Receivables and debt securities

  • For credit risk exposure of notes and accounts receivable, please refer to Note 6(3). Other financial assets measured at amortized cost, including other receivables are with low credit risk and which loss allowance for the period is measured by the twelve-month expected credit loss amount. As of December 31, 2023, the Company had no impairment on other receivables.

  • B. Liquidity risk

The following table shows the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting agreements.

December 31, 2023
Non-derivative
financial liabilities
Accounts payable
Other payables
Lease liabilities
Other financial
liabilities
December 31, 2022
Non-derivative
financial liabilities
Accounts payable
Other payables
Lease liabilities
Other financial
liabilities
Carrying
amount
Contractua
lcash flow
Within 1
**year **
1to 2years 2to 5 years Over 5
years
$ 14,935
31,630
7,706
5,787

14,935

31,630

7,867

5,787

14,935

31,630

5,203

5,787

-

-

2,664

-
-
-

-
-
-
-
-
-

$
60,058



60,219



57,555


2,664

-
-

$ 14,995
36,541
10,464
4,555



14,995

36,541

10,725

4,555



14,995

36,541

6,914

4,555



-

-

3,811

-

-
-

-
-
-
-
-
-

$
66,555



66,816



63,005


3,811

-
-

The Company does not expect the cash flows included in the maturity analysis to occur significantly earlier or at significantly different amounts.

-205-

Abnova (Taiwan) Corporation Notes to the Financial Statements (Cont.)

C. Currency risk

(a) Exposure to foreign currency risk

The Company’s significant exposure to foreign currency risk was as follows:

Financial assets
Monetary items
USD
EUR
GBP
Non-monetary
items
USD
EUR
Financial liabilities
Monetary items
USD
EUR
Financial assets
Monetary items
USD
EUR
GBP
JPY
Non-monetary
items
USD
EUR
Financial liabilities
Monetary items
USD
EUR
JPY
December 31, 2023
Foreign currency
(inthousands)
Exchange rate
$ 11,048 USD:TWD 30.705
373 EUR:TWD 33.98
88 GBP:TWD 39.15
2,810 USD:TWD 30.705
(83) EUR:TWD 33.98
321 USD:TWD 30.705
86 EUR:TWD 33.98
December 31, 2022
December 31, 2023 New Taiwan
Dollars
339,214
12,682
3,464
86,277
(2,809)
9,844
2,909
New Taiwan
Dollars
354,194
22,132
6,906
3,407
97,564
(2,809)
New Taiwan
Dollars
10,211
3,463
1,029
Foreign currency
(in thousands)
Exchange rate
$ 11,533 USD:TWD 30.71
676 EUR:TWD 32.72
186 GBP:TWD 37.09
14,659 JPY:TWD 0.2324
3,177 USD:TWD 30.710
(86) EUR:TWD 32.72
December 31, 2022
Foreign currency
(inthousands)
Exchange rate
333 USD:TWD 30.71
106 EUR:TWD 32.72
4,426 JPY:TWD 0.23



-206-

Abnova (Taiwan) Corporation Notes to the Financial Statements (Cont.)

  • (b) Sensitivity analysis

  • The Company’s monetary items of exposure to foreign currency risk arises from the conversion of the foreign currency exchange gains and losses on cash and cash equivalents, accounts and other receivables, accounts and other payables and financial assets measured at fair value through other comprehensive income that are denominated in foreign currency. A strengthening (weakening) of 1% of the NTD against the USD as of December 31, 2023 and 2022 would have increased (decreased) the net profit after tax by NT$2,741 thousand and NT$2,975 thousand, respectively.

  • Since the Company transacts in different functional currencies, the information on foreign exchange gains (losses) on monetary items is disclosed by total amount. For the years ended December 31, 2023 and 2022, the foreign exchange gains (losses) (including realized and unrealized portions) amounted to NT$357 thousand and NT$26,053 thousand, respectively.

  • D. Interest rate analysis

  • Please refer to the notes on liquidity risk management and interest rate exposure of the Company’s financial assets and liabilities.

The following sensitivity analysis is based on the exposure to the interest rate risk of derivative and non-derivative financial instruments on the reporting date. Regarding assets with variable interest rates, the analysis is based on the assumption that the amount of assets outstanding at the reporting date was outstanding throughout the year. The rate of change is expressed as the interest rate increases or decreases by 1% when reporting to the management internally, which also represents the Company management’s assessment of the reasonably possible interest rate change.

If the interest rate had increased or decreased by 1% basis points, the Company’s net income would have increased or decreased by NT$685 thousand and NT$1,598 thousand for the years ended December 31, 2023 and 2022, assuming all other variable factors remain constant. This is mainly due to the Company’s deposits and investments in floating variable rates.

  • E. Fair value of financial instruments

  • (a) Fair value hierarchy

The Company’s financial assets at fair value through other comprehensive income are measured at fair value on a recurring basis. The carrying amount and fair value of financial assets and liabilities, including the information on fair value hierarchy were as follows; however, except as described in the following paragraphs, for financial instruments not measured at fair value whose carrying amount is reasonably close to the fair value and lease liabilities, disclosure of fair value information is not required:

-207-

Abnova (Taiwan) Corporation Notes to the Financial Statements (Cont.)


Financial assets measured at fair value
through other comprehensive
income
Unquoted equity instruments measured
at fair value
Financial assets measured at
amortized cost
Cash and cash equivalents
Notes and accounts receivable
Other receivables
Restricted assets (as other current
assets)
Guarantee deposits paid (as other
non-current assets)
Subtotal
Total
Financial liabilities measured at
amortized cost
Accounts payable
Other payables
Other financial liabilities (as other
current liabilities)
Lease liabilities
Total

Financial assets measured at fair value
through other comprehensive
income
Unquoted equity instruments measured
at fair value
Financial assets measured at
amortized cost
Cash and cash equivalents
Notes and accounts receivable
Other receivables
Restricted assets (as other current
assets)
Guarantee deposits paid (as Other
non-current assets)
Subtotal
Total
December 31, 2023 December 31, 2023 December 31, 2023
Carrying
amount

$ -
Fair value Total
-
Level 1
-
Level 2
-
Level 3
-
360,329
39,849
3,223
858
1,781
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

406,040
- - - -

$
406,040
- - - -

$ 14,935
31,630
5,787
7,706
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

$
60,058
- - - -
December 31, 2022
Carrying
amount

$ -
Fair value Total
-
Level 1
-
Level 2
-
Level 3
-
362,971
60,245
2,452
849
2,581
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

429,098
- - - -

$ 429,098
- - - -

-208-

Abnova (Taiwan) Corporation Notes to the Financial Statements (Cont.)


Financial liabilities measured at
amortized cost
Accounts payable
Other payables
Other financial liabilities (as Other
current liabilities)
Lease liabilities
Total
December 31, 2022 December 31, 2022 December 31, 2022
Carrying
amount
$ 14,995
36,541
4,555
10,464
Fair value Total
-
-
-
-
Level 1

-

-

-

-
Level 2
-
-
-
-
Level 3
-
-
-
-

$
66,555


-
- - -
  • (b) Valuation techniques for financial instruments measured at fair value

  • (2.1) Non-derivative financial instruments

The fair values of financial instruments other than those in an active market are acquired through valuation technique or referring to quotations from counterparties. The fair value acquired through valuation technique can refer to the current fair value of other financial instruments with substantial conditions and similar characteristics, discounted cash flow method or other valuation techniques.

  • (19) Financial risk management

  • A. Overview

The Company has exposures to the following risks from its financial instruments:

  • (a) Credit risk

  • (b) Liquidity risk

  • (c) Market risk

The following likewise discusses the Company’s objectives, policies and processes for measuring and managing the abovementioned risks. For more disclosures about the quantitative effects of these risk exposures, please refer to the respective notes in the accompanying financial statements.

  • B. Risk management framework

The Board of Directors is fully responsible for the development and control of the risk management policy of the Company, which its establishment is to identify and analyze the risks faced by the Company, set adequate risk limits and controls and supervise the risks and compliance with risk limits. Risk management policies and systems are regularly reviewed to reflect changes in market conditions and operations of the Company. The Company develops a disciplined and constructive control environment through training, management principles and operating procedures so that all employees understand their roles and responsibilities.

The Board of Directors oversees how the managements supervision is in compliance with the Company’s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The Company is assisted in its oversight role by Internal Audit. Internal Audit undertakes both regular and ad hoc reviews of risk management controls and procedures, and reports the reviews to the Board of Directors.

-209-

Abnova (Taiwan) Corporation Notes to the Financial Statements (Cont.)

  • C. Credit risk

Credit risk is the risk of financial loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations. A credit policy of the Company is stipulated internally to assess the credit quality of customers through the internal risk controls of considering their financial conditions, past experience and other factors, and periodically monitor the use of credit lines. The main credit risk arises principally from cash and cash equivalents, deposits in banks and financial institutions and outstanding accounts receivable from customers’ sales. The credit quality of the financial institutions that the Company contacts is stable, and deals with multiple institutions to diversify credit risks. The possibility of default is expected to be very low. The maximum amount of exposure to credit risk on the balance sheet date is the carrying amount of cash and deposits in banks.

  • D. Liquidity risk

Cash flow forecasts are summarized by the Company’s finance department. The management regularly monitors rolling forecasts of working capital needs to ensure sufficient funds to cover daily operating activities and appropriate financial flexibility to maintain a balance between funding continuity and agility.

  • E. Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates, and equity prices that will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.

  • (a) Currency risk

The Company operates transnationally, so it is subject to currency risks arising from transactions that are relatively different from the functional currency of the Company and its subsidiaries, mainly the US dollar and Euro. The related currency risk arises from future commercial transactions, assets and liabilities recognized and net investments in foreign operating institutions.

The management of the Company has established a policy, managing currency risk arises from future commercial transactions and assets and liabilities recognized, and based on the principal of natural hedging, the Company considers the funding needs and net positions in the Company and its subsidiaries’ currency to hedge risks in accordance with market foreign exchange conditions. Currency risks arise when future commercial transactions and assets or liabilities recognized are denominated in a foreign currency that is not the Company’s functional currency.

  • (b) Interest rate risk

The measures taken by the Company to respond to the risk of interest rate changes are mainly to regularly assess loan interest rates from banks and each currency and maintain good relationships with financial institutions to obtain lower financing costs, meanwhile practice methods such as strengthening working capital management to reduce the dependence on bank loans and diversify the risk of interest rate changes.

  • (20) Capital management

The goal of the Company’s capital management is to ensure for continuing operating, maintain an optimal capital structure to reduce capital costs, and provide remuneration to shareholders. The Company achieves the goal of capital management through monitoring whether the capital position is sufficient to meet the debt repayments.

-210-

Abnova (Taiwan) Corporation Notes to the Financial Statements (Cont.)

7. Related-party transactions

  • (1) Names of related parties and their relationships

The transactions between the Company and subsidiaries and other related parties within the period of this financial report were as follows:

Name of related party Relationship with the Company Abnova-GmbH Subsidiary of the Company Abnova Holding Corporation Subsidiary of the Company AxleBio Ventures Subsidiary of the Company Abnova (Cayman) Corporation Subsidiary indirectly owned by the Company Abnova (HK) Limited Subsidiary indirectly owned by the Company Abnova Diagnostics Subsidiary indirectly owned by the Company Citil Pharma Incorporated Investee accounted for using equity method of subsidiary of the Company (associate) Wellconn Genomics Other related party

  • (2) Significant transactions with related parties

  • A. Operating revenue

The significant sales amount of the Company to related parties were as follows:

Associate 2023
$ 448
2022
-

The sales between the Company and its associates have no other counterparty for comparison but is negotiated. The collection period is one to four months, and the receivables between the related parties have not collateral.

  • B. Receivables from related parties

Receivables from related parties were as follows:

Account
Relationship
Other receivables Subsidiary
. Loans to related parties
Related parties
Abnova-GmbH
Less: Investment additions accounted for using equity
method
Other non-current liabilities
December 31,
2023
December 31,
2022

-
December 31,
2022

2,283

(2,809)
(526)
$
114
December 31,
2023
$ 2,371
(2,809)


$
(438)
  • C. Loans to related parties

  • (a) The Company did not charge interest for the above-mentioned transactions of loans to related parties.

  • (b) The Company’s maximum limit of fund lent to related parties in 2023 and 2022 were both NT$5,000 thousand.

D. Other

(a) The Company entrusted other related parties to provide cell testing services. Since there was no similar type of transaction for reference, the transaction price and payment terms were agreed according to the contract signed by both parties. The commissioned

-211-

Abnova (Taiwan) Corporation Notes to the Financial Statements (Cont.)

research expenses (as R&D expenses) in 2023 and 2022 were NT$360 thousand and NT$1,575 thousand respectively.

  • (b) The Company signed an office leasing contract with other related parties, which has been expired in March, 2023. The leasing price was negotiated by both parties, and the Company collects rent on a monthly basis according to the contract. The rent income in 2023 and 2022 were NT$135 thousand and NT$648 thousand, respectively.

  • (3) Key management personnel transaction

Key management personnel compensation comprised:

Short-term employee benefits

d:
2023 2022

9,606
$
11,651

8. Pledged assets

The carrying values of pledged assets were as follows:

Pledged assets Object December 31,
2023
$ 858
1,781
$
2,639
December 31,
2022
849
2,581
3,430
Pledged time deposits (as
other current assets)
Customs duty pledged,
Guarantee deposits paid (as
other non-current assets)
Deposits for office and plant

9. Commitments and contingencies

The Company’s significant contractual commitments were as follows:

The Company and Louisiana State University of the United States signed an exclusive license for CHP technology on September 20, 2018, and the first payment was paid in 2018. Since the follow-up payments of the above contract must meet the requirements of conditions stipulated in the contract and the outcome obtained, whether and when it will be paid are uncertain. The Company’s contractual commitments for the acquisition of intangible assets that were not recognized in 2023 and 2022 were NT$33,315 thousand and NT$33,320 thousand, respectively. In addition, the Company paid the maintenance fee on an annual basis according to the contract, and paid royalty after the income was generated.

1. Losses due to major disasters None.

2. Subsequent events None.

3. Other

The employee benefits, depreciation, and amortization expenses categorized by function, were as follows:

follows:
By function
By item
2023 2022
Operating
costs
Operating
expenses
Total Operating
costs
Operating
expenses
Total
Employee benefits
Salaries and wages
Labor and health insurance
Pension
Remuneration to directors
Other
Depreciation expenses
Amortizationexpenses
34,285

3,893
1,895
-
1,872
7,038
8,214

41,333

3,588

1,770
2,451

1,606

13,706

2,606

75,618

7,481

3,665

2,451

3,478

20,744
10,820

36,480

3,977

1,983

-

1,854

8,037
8,331

45,568

3,695

1,866
2,835

1,756

13,287

2,408

82,048

7,672

3,849

2,835

3,610

21,324
10,739

-212-

Abnova (Taiwan) Corporation Notes to the Financial Statements (Cont.)

The complementary information on the number of employees and employee benefits for the years ended December 31, 2023 and 2022 was as follows:

Number of employees
Number of non-employee directors
Average employee benefits
Average salaries and wages
Adjustments of average salaries and wages
Remuneration to supervisors
2023
105
6
$
912
$
764
(3.17)%
$
-
2022
110
6
934
789
8.68%
-

The remuneration policy (including directors, managers and employees) is as follows:

  • (1) Directors

  • A. Remuneration to directors is paid monthly in accordance with the Company’s Articles of Incorporation, and is allocated according to the annual income and the ratio specified in the Articles of Incorporation. The appropriation is reviewed by the Remuneration Committee and reported to the shareholders’ meeting after resolved by the Board of Directors.

  • B. According to Article 24 of the Company’s Articles of Incorporation, remuneration to directors are not more than 3% of the current year net profit (the profit refers to the profit before tax deducting the distribution of remunerations to employees and directors). When allocating the net profits, including the adjustments of unappropriated retained earnings, for each fiscal year, the Company shall first offset its losses in previous years. The aforesaid directors’ remuneration shall be paid in cash only.

According to Article 25 of the Articles of Incorporation, the Company’s directors may be paid traveling expenses on a case-by-case basis, and the amount is authorized to the Board of Directors to determine in accordance with the general standards in the industry.

According to Article 26 of the Articles of Incorporation, the Company’s directors may be paid remuneration monthly, and the amount is authorized to the Board of Directors to determine in accordance with the general standards in the industry. Remuneration to independent directors may be set a reasonable amount different from general directors.

  • (2) Managers

The rule of remuneration to managers (including salary, bonus and employee remuneration) is based on the regulations of the Company, and salary and bonus are reviewed by the Remuneration Committee and approved by the Board of Directors. The appropriation of employee remuneration is reviewed by the Remuneration Committee and reported to the shareholders’ meeting after resolved by the Board of Directors according to the annual income and the ratio specified in the Articles of Incorporation.

  • (3) Employees

  • A. Assess by the appointment of position, education, work ability, experience and professional knowledge and skills.

  • B. According to Article 24 of the Company’s Articles of Incorporation, remuneration to employees is not more than 1% of the current year net profit (the profit refers to the profit before tax deducting the distribution of remunerations to employees and directors). When allocating the net profits, including the adjustments of unappropriated retained earnings, for each fiscal year, the Company shall first offset its losses in previous years. Employees who are entitled to receive the abovementioned employee remuneration, in

-213-

Abnova (Taiwan) Corporation Notes to the Financial Statements (Cont.)

share or cash, include the employees of the Company’s subsidiaries who meet requirements set by the Board of Directors.

  • (4) The Company’s remuneration policy is regularly reviewed by the Remuneration Committee. In addition to evaluating the Company’s overall operating performance, future industry operating risks and development trends, and peer industry conditions, the remuneration policy sets reasonable remuneration with reference to the personal performance and contribution of directors and managers to the Company, and is reviewed in due time depending on the actual operating conditions and laws and regulations.

13. Other disclosures

(1) Information on significant transactions

The following is the information on significant transactions required by the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” for the Company: A. Loans to other parties

(Expressed in Thousands of New Taiwan Dollars)

Number Name of
lender
Name of
borrower
Account
name
Related
party

Highest
balance of
financing
to other
parties
during the
period


Ending
balance
Actual
usage
amount
during the
period

Range
of
interest
rates
during
the
period


Nature of
financing


Transactio
n amount
for
business
between
two
parties
Reasons
for
short-term
financing

Allowance
for bad
debt
Amount
Coll ateral Individual
funding
loan limits
Maximum
limit of
fund
financing
Name Value
0
Abnova
(Taiwan)
Corporation
Abnova-
GmbH
Other
receivables
related
party
Yes 5,000
5,000

2,371

-
2 -
Operating
turnover
for
insufficient
working
capital

-
- 128,631
514,527

Note 1 The numbers filled in were as follows:

  1. The Company is ‘0’.

  2. The investee companies are numbered in order starting from ‘1’.

Note 2 Financing purpose:

  1. ‘1’ for entities the Company has business transactions with.

  2. ‘2’ for entities that have short-term financing needs.

Note 3 Limit of fund financing:

  1. The total amount available for financing purposes shall not exceed 40% of the Company’s net worth in the latest financial statements.

  2. The individual financing amount to one entity shall not exceed 10% of the Company’s net worth in the latest financial statements.

  3. B. Guarantees and endorsements for other parties: None.

  4. C. Securities held as of December 31, 2023 (excluding investment in subsidiaries, associates and joint ventures):

(Expressed in Thousands of New Taiwan Dollars / Share) in Thousands of New Taiwan Dollars / Share) in Thousands of New Taiwan Dollars / Share) in Thousands of New Taiwan Dollars / Share) in Thousands of New Taiwan Dollars / Share)
Name of
holder

Category and name of security
Relationship
with company
Account name Ending balance Note
Shares Carrying
amount
Percentage
of ownership
Fair value
The
Company

Hukui Biotechnology
Corporation (Samoa)
- Financial assets measured
at fair value through other
comprehensive income
50,000
-
1.32%
-
  • D. Individual securities acquired or disposed of with accumulated amount exceeding the lower of NT$300 million or 20% of the capital stock: None.

  • E. Acquisition of individual real estate with amount exceeding the lower of NT$300 million or 20% of the capital stock: None.

  • F. Disposal of individual real estate with amount exceeding the lower of NT$300 million or 20% of the capital stock: None.

  • G. Related-party transactions for purchases and sales with amounts exceeding the lower of NT$100 million or 20% of the capital stock: None.

-214-

Abnova (Taiwan) Corporation Notes to the Financial Statements (Cont.)

  • H. Receivables from related parties with amounts exceeding the lower of NT$100 million or 20% of the capital stock: None.

  • I. Trading in derivative instruments: None.

  • (2) Information on investees (excluding information on investees in Mainland China):

The following is the information on investees for the years ended December 31, 2023

(Expressed in Thousands of New Taiwan Dollars / Share)

Name of investor Name of investee Location Main businesses
and products
Original i
amo
nvestment
unt
Balance as of December 31, 2023 of December 31, 2023 Net income
(loss) of
investee
Investment
profit (loss)
recognized by
investor

Note
December
31, 2023
December
31, 2022
Shares Percentage
of
ownership

Carrying
amount
The Company







AxleBio Ventures
Abnova Holding
Corporation
Abnova (Cayman)
Corporation
Abnova GmbH
(Note 4)
Abnova Holding
Corporation
AxleBio Ventures
Citil Pharma
Incorporated
Citil Pharma
Incorporated
Abnova (Cayman)
Corporation
Abnova (HK)
Limited
Abnova
Diagnostics
Germany
British
Virgin
Islands
Taiwan
USA
USA
Cayman
Islands
Hong Kong
Japan
Distribution of
biological products
Investment business
Investment business
R&D of cell
therapy technology
R&D of cell
therapy technology
Investment business
Investment business
R&D,
manufacturing and
sales of medical
device, etc., testing
services

850
80,908
1,300
-
342
79,987
51,277
19,548

850

80,908

-
888

-

79,987

51,277

19,548

(Note 3)

52,700
130,000

-
2,890,000

2,605,000


1,800,000
100.00%

100.00%

100.00%
-

40.00%

100.00%
100.00%

100.00%

(2,809)

86,277

1,154
-

251

86,284

84,527

1,086

-

(10,504)

(65)
(491)

(491)

(10,394)

(5,968)

(4,210)
-


(10,504)

(65)

(230)

(9)

(10,394)

(5,968)

(4,210)
Subsidiary




Associate
(Note 5)


Second-tier
subsidiary



Note 1 The original investment amount of investees was calculated at USD1:TWD30.705 of December 31, 2023.

Note 2 The original investment amount of investees was calculated at JPY1:TWD0.2172 of December 31, 2023.

  • Note 3 The investee is a limited company with no shares issued.

Note 4 The investee is a subsidiary of the Company, and the net amount after deducting its receivables was listed in “Other non-current liabilities”. Note 5 Please refer to the explanation in Note 6(6).

  • (3) Major shareholders:

Unit: Shares

Major shareholders: Unit: Shares
Shareholding
Shareholder’s name
Shares Percentage

6.02%
Wilber Huang 3,651,144

14. Segment information

Please refer to the 2023 consolidated financial statements.

-215-

Item
Cash
Cash in banks
Total
Abnova (Taiwan) Corporation
Statement of cash and cash equivalents
December 31, 2023
Description
Petty cash
Checking account
Demand deposits
Foreign demand deposits (USD1,402 thousand
and EUR165 thousand, etc.)
Time deposits (USD8,400 thousand and
NT$33,000 thousand)
(Expressed in
Thousands of
New Taiwan
Dollars)
Amount
$ 466
487
15,756
52,698
290,922
$
360,329

Statement of accounts receivable

Item
Non-related party
Client A
Client B
Client C
Client D
Client E
Other
Less: Loss allowance
Total
Description Amount
$ 5,665
5,645
5,294
2,814
2,603
22,584
(5,247)
$
39,358
Note
The amount of each item
does not exceed 5% of
the account balance.

-216-

Abnova (Taiwan) Corporation Statement of inventories December 31, 2023

(Expressed in Thousands of New Taiwan Dollars)

**Item ** Amount
Cost
Net realizable value
$ 63,404
23,680
586,351
250,513
9,954
9,954
198,268
118,303
8,378
689
8,388
5,163
874,743
408,302
(466,441)
$
408,302
Amount
Cost
Net realizable value
$ 63,404
23,680
586,351
250,513
9,954
9,954
198,268
118,303
8,378
689
8,388
5,163
874,743
408,302
(466,441)
$
408,302
Amount
Cost
Net realizable value
$ 63,404
23,680
586,351
250,513
9,954
9,954
198,268
118,303
8,378
689
8,388
5,163
874,743
408,302
(466,441)
$
408,302
Note
Cost
$ 63,404
586,351
9,954
198,268
8,378
8,388
Raw materials and supplies
Semi-finished goods
Work in progress
Finished goods
Testing instruments
Merchandise inventory
Subtotal
Less: Allowance for inventory
valuation and impairment loss

874,743
(466,441)



$
408,302

-217-

Abnova (Taiwan) Corporation Statement of movements in non-current financial assets measured at fair value through other comprehensive income For the year ended December 31, 2023

(Expressed in Thousands of New Taiwan Dollars)

Name
Hukui Biotechnology
Corporation (Samoa)
Beginning balance
Shares
Fair value
50,000 $
-
Beginning balance
Shares
Fair value
50,000 $
-
Acquisition
Shares
Amount
-
-
Acquisition
Shares
Amount
-
-
Acquisition
Shares
Amount
-
-
Disposal
Shares
Amount
-
-
Disposal
Shares
Amount
-
-
Disposal
Shares
Amount
-
-
Ending balance
Shares
Fair value
50,000
-
Ending balance
Shares
Fair value
50,000
-
Ending balance
Shares
Fair value
50,000
-
Collateral Note
Shares Shares Shares Shares
50,000 - - 50,000

-218-

Abnova (Taiwan) Corporation Statement of Other Current Assets December 31, 2023

(Expressed in Thousands of New Taiwan Dollars)

Item Description Amount
$ 14,469
858
1,334
Note


$
16,661
Item Description Amount
$ 1,781
851
2,606
Note
Guarantee deposits paid
Net defined benefit assets
Others
Total


$
5,238

-219-

Abnova (Taiwan) Corporation Statement of movements in investments accounted for using equity method For the year ended December 31, 2023

(Expressed in Thousands of New Taiwan Dollars)

Name
Abnova Holding
Corporation
Citil Pharma Incorporated
AxleBio Ventures
Balance at January 1
Shares
Amount
52,700 $ 97,014
2,890,000
550
-
-
$
97,564
Balance at January 1
Shares
Amount
52,700 $ 97,014
2,890,000
550
-
-
$
97,564
Acquisition
Shares
Amount
-
-
-
-
130,000
1,300
1,300
Acquisition
Shares
Amount
-
-
-
-
130,000
1,300
1,300
Acquisition
Shares
Amount
-
-
-
-
130,000
1,300
1,300
Disposal
Shares
Amount
-
10,737
2,890,000
550
-
146
11,433
Disposal
Shares
Amount
-
10,737
2,890,000
550
-
146
11,433
Disposal
Shares
Amount
-
10,737
2,890,000
550
-
146
11,433
Balance at December 31
Shares
Percentage
of
ownership
Amount
52,700
100.00%
86,277
-
-
%
-
130,000
100.00%
1,154
87,431
Balance at December 31
Shares
Percentage
of
ownership
Amount
52,700
100.00%
86,277
-
-
%
-
130,000
100.00%
1,154
87,431
Balance at December 31
Shares
Percentage
of
ownership
Amount
52,700
100.00%
86,277
-
-
%
-
130,000
100.00%
1,154
87,431
Balance at December 31
Shares
Percentage
of
ownership
Amount
52,700
100.00%
86,277
-
-
%
-
130,000
100.00%
1,154
87,431
Market value or net
assets value
Unit price
Total
amount
1,637
86,277
0.11
800
9.4
1,222
88,299
Market value or net
assets value
Unit price
Total
amount
1,637
86,277
0.11
800
9.4
1,222
88,299
Market value or net
assets value
Unit price
Total
amount
1,637
86,277
0.11
800
9.4
1,222
88,299
Collateral

None

"

"
Note
Shares Shares
-
2,890,000
-
Shares
52,700
-
130,000
Percentage
of
ownership
Unit price
1,637
0.11
9.4
-
-
130,000
100.00%
-
%
100.00%
Note
$
97,564

1,300
11,433
87,431

88,299

Note: Please refer to the explanation in Note 6(6).

-220-

Abnova (Taiwan) Corporation Statement of accounts payable December 31, 2023

(Expressed in Thousands of New Taiwan Dollars)

Name Description Amount
$ 2,679
1,431
859
9,966
Company A
Company B
Company C
Other
Total
Item

$
14,935
Salaries and wages payable
Labor and health insurance
and pension payable
Other
Total
Salaries and wages, overtime pay and bonus
Accrued labor and health insurance and pension
payable
Accrued expenses payables

-221-

Abnova (Taiwan) Corporation Statement of operating costs For the year ended December 31, 2023

(Expressed in Thousands of New Taiwan Dollars)

Item
Raw materials and supplies, beginning of year
Add: Materials purchased
Less: Inventory, end of year
Scrapped raw materials and supplies
Transferred to expenses
Transferred to intangible assets
Transferred to other expenses
Supplies consumed
Direct labor
Manufacturing expenses
Manufacturing cost
Add: Work in process, beginning of year
Semi-finished goods, beginning of year
Materials purchased
Less: Work in process, end of year
Semi-finished goods, end of year
Scrapped semi-finished goods
Transferred to expenses
Transferred to other expenses
Cost of finished goods
Add: Finished goods, beginning of year
Testing instruments, beginning of year
Merchandise inventory, beginning of year
Inventory purchased
Less: Finished goods, end of year
Testing instruments, end of year
Merchandise inventory, end of year
Transferred to expenses
Transferred to other expenses
Scrapped finished goods
Cost of inventory sold
Inventory disposal loss
Loss on price recovery of inventory valuation and
obsolescence
Total operating costs
Amount
Subtotal
Total
$ 60,253
56,287
(63,404)
(2,178)
(1,058)
(2,325)
(2,786)
44,789
11,581
86,061
142,431
6,503
600,608
6,646
(9,954)
(586,351)
(57,546)
(40)
(4,274)
98,023
189,195
9,243
9,066
71,905
(198,268)
(8,378)
(8,388)
(27)
(1,610)
(402)
160,359
60,126
(12,348)
$
208,137

-222-

Abnova (Taiwan) Corporation Statement of marketing expenses For the year ended December 31, 2023

(Expressed in Thousands of New Taiwan Dollars)

Item Description Amount
$ 11,671
13,350
3,468
4,641
12,131
Note
Salaries and wages
Freight
Advertisement expenses
Packing expenses
Other expenses
Salaries and wages,
overtime pay and bonus




Each amount does not
exceed 5% of the account
balance.

$
45,261

Statement of administrative expenses

Item Description Amount
$ 23,451
5,237
3,483
11,266
Note
Salaries and wages
Services expenses
Miscellaneous expenses
Other expenses
Salaries and wages,
overtime pay and bonus



Each amount does not
exceed 5% of the account
balance.

$
43,437

-223-

Abnova (Taiwan) Corporation Statement of research and development expenses For the year ended December 31, 2023

(Expressed in Thousands of New Taiwan Dollars)

Item Description Amount
$ 8,662
7,680
10,043
2,497
9,514
Note
Salaries and wages
Materials for R&D
Depreciation
Amortization
Other expenses
Salaries and wages,
overtime pay and bonus




Each amount does not
exceed 5% of the account
balance.

$
38,396

-224-

Abnova (Taiwan) Corporation

Chairman: Wilber Huang

Address: 9th Floor., No.108, Jhouzih St.,Neihu District. Taipei City Phone: (02)8751-1888