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Abnova — Annual Report 2024
Jun 3, 2025
52384_rns_2025-06-03_5093d959-57ee-4e1f-9882-3a45f6446520.pdf
Annual Report
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Stock Code: 4133
Abnova (Taiwan) Corporation
2024 Annual 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. 10, 2025
Notice to readers.
THIS IS A TRANSLATION OF THE 2024 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, Wu Tsao Jen 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
Page number
Table of Contents
I. Letter to Shareholders ........................................................................................................ 1 II. Corporate Governance Report 2.1 Information on the Directors, Supervisors and Management Team ............................ 5 2.1.1 Directors and supervisors ...................................................................................... 5 2.1.2 Information on the company's President, assistant Presidents, Senior managers, and the chiefs of all the company's divisions and branch units .......... 15 2.2 Remuneration of Directors, Independent Directors, Supervisors, President, and Vice Presidents ......................................................................................................................... 16 2.2.1 Remuneration of Directors, Independent Directors, Supervisors, President, and Vice Presidents........................................................................................................ 16 2.2.2 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 .................................................................................................................... 20 2.3 Corporate Governance .................................................................................................... 24 2.3.1 Board of Directors and Performance Evaluation of the Board of Directors ......... 24 2.3.2 Audit Committee ................................................................................................... 27 2.3.3 Corporate Governance Implementation Status and Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” .............. 30 2.3.4 If the company has a remuneration committee or nomination committee in place, the composition and operation of such committee shall be disclosed .............................. 46 2.3.5 Fulfillment of CSR and Deviations from the "Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies ............................ 47 2.3.6 Climate-Related Information of TWSE/TPEx Listed Company ....................... 66 2.3.7 Fulfillment of Ethical Corporate Management and Deviations from the "Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies ............................................................................................................ 79 2.3.8 Other significant information that will provide a better understanding of the state of the company's implementation of corporate governance may also be disclosed ............................................................................................................... 81 2.3.9 Internal Control System ........................................................................................ 82 2.3.10 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 ....................................................................... 83 2.3.11 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 ............. 84 2.4 Information Regarding the Certified Public Accountants' Audit Fee ............................ 85 2.4.1 The amounts of the audit fees and non-audit fees paid to the attesting certified public accountants and to the accounting firm to which they belong and to any affiliated enterprises, along with the details of non-audit services ...................... 85 2.4.2 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 ...................... 85 2.4.3 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 .. 85 2.5 Information on the replacement of certified public accountant ..................................... 85 2.5.1 Regarding the former certified public accountant ................................................ 85 2.5.2 Regarding the successor certified public accountant ............................................ 86 2.5.3 The reply of former CPAs on Article 10.6.1 and Article 10.6.2.3 of the Standards .............................................................................................................. 86
- 2.6 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 .............................................................................. 86
2.7 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 ......................................... 86 2.7.1 Change in shareholding by directors, supervisors, managerial officers, or major shareholders .......................................................................................................... 86 2.7.2 Stock trade with related parties by directors, supervisors, managerial officers, or major shareholders ........................................................................................... 86 2.7.3 Stock pledge with related party ............................................................................ 86 2.8 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 .................. 87 2.9 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 ............. 88 III. Capital Overview 3.1 Capital and Shares .......................................................................................................... 89 3.1.1 Source of capital stock .......................................................................................... 89 3.1.2 List of major shareholders .................................................................................... 90 3.1.3 Company's dividend policy and its state of implementation ................................ 90 3.1.4 Effect upon business performance and earnings per share of any stock dividend distribution proposed or adopted at the most recent shareholders' meeting ......... 92 3.1.5 Profit-sharing compensation of employees and directors ..................................... 92 3.1.6 Share repurchases by the Company ...................................................................... 92 3.2 Issuance of corporate bonds ........................................................................................... 93 3.3 Preferred shares .............................................................................................................. 93 3.4 Global depository receipts ............................................................................................ 93 3.5 Employee share subscription warrants ........................................................................... 93 3.6 New restricted employee shares ..................................................................................... 93 3.7 Issuance of new shares in connection with mergers or acquisitions or with acquisitions of shares of other companies ................................................................................................. 93 3.8 Capital allocation plans .................................................................................................. 93 IV. Operational Highlights 4.1 Business Activities ......................................................................................................... 94 4.1.1 Business Scope ................................................................................................... 94 4.1.2 Overview of industry ............................................................................................ 99 4.1.3 Overview of technologies and research and development work .......................... 107 4.1.4 Long- and short-term business development plans ............................................... 111 4.2 Market and Sales Overview ........................................................................................... 112 4.2.1 Market analysis ..................................................................................................... 112 4.2.2 Usage and manufacturing processes for the company's main products ................ 116 4.2.3 Supply situation for the company's major raw materials ...................................... 117 4.2.4 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 ............................................................................................................... 118 4.3 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 ....................................................... 118 4.4 Environmental Protection Expenditure .......................................................................... 119 4.5 Labor Relations .............................................................................................................. 119 4.5.1 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 ............ 119
4.5.2 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 .............................................................................. 119 4.6 Cyber Security Management .......................................................................................... 120 4.6.1 Cyber security risk management framework, cyber security policies, concrete management programs, and investments in resources for cyber security management .......................................................................................................... 120 4.6.2 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 .......................... 123 4.7 Important Contracts ........................................................................................................ 123 V. Review of Financial Conditions, Operating Results, and Risk Management 5.1 Analysis of Financial Status ........................................................................................... 124 5.2 Analysis of Operation Results ........................................................................................ 124 5.2.1 Analysis of Financial Performance ....................................................................... 124 5.2.2 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 ...... 125 5.3 Analysis of Cash Flow ................................................................................................... 125 5.3.1 Analysis of cash flow changes during the most recent fiscal year ....................... 125 5.3.2 Corrective measures to be taken in response to illiquidity ................................... 125 5.3.3 Solvency analysis for the coming year ................................................................. 125 5.4 Effect upon financial operations of any major capital expenditure during the most recent fiscal year ............................................................................................................. 125 5.5 Reinvestment policy for the most recent fiscal year, the main reasons for the profits/loses generated thereby, the plan for improving re-investment profitability, and investment plans for the coming year............................................................................. 125 5.5.1 Reinvestment policy for the most recent fiscal year ............................................. 125 5.5.2 The main reasons for the profits/losses generated thereby, the plan for improving reinvestment profitability, and investment plans for the coming year .............................................................................................................................. 126 5.6. Risk analysis in the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report .......................................................................... 126 5.6.1 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 .......................................................................................................... 126 5.6.2 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 ......................................................... 127 5.6.3 Research and development work to be carried out in the future, and further expenditures expected for research and development work ................................. 127 5.6.4 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 ............................................................................................................ 127 5.6.5 Effect on the company's financial operations of developments in science and technology (including cyber security risks) as well as industrial change, and measures to be taken in response. ........................................................................ 127 5.6.6 Effect on the company's crisis management of changes in the company's corporate image, and measures to be taken in response ....................................... 128 5.6.7 Expected benefits and possible risks associated with any merger and acquisitions, and mitigation measures being or to be taken ................................. 128 5.6.8 Expected benefits and possible risks associated with any plant expansion, and mitigation measures being or to be taken ............................................................. 128 5.6.9 Risks associated with any consolidation of sales or purchasing operations, and mitigation measures being or to be taken ............................................................. 128 5.6.10 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 ............................................................. 128
5.6.11 Effect upon and risk to company associated with any change in governance personnel or top management, and mitigation measures being or to be taken ..... 128 5.6.12 Litigious and non-litigious matters ..................................................................... 128 5.6.13 Other important risks, and mitigation measures being or to be taken ................ 128 5.7 Other important matters ................................................................................................. 128 VI. Special Disclosure 6.1 Information of the Affiliates .......................................................................................... 129 6.1.1 Consolidated Business Report of the Affiliates .................................................... 129 6.1.2 Consolidated Financial Statements of Affiliated Enterprises ............................... 131 6.2 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 ............................... 131 6.3 Other matters that require additional description ........................................................... 131 VII. 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 ................................................................................................................................ 131 VIII. Appendix Consolidated financial statements for the most recent fiscal year ....................................... 132
I. Letter to Shareholders
Appreciate the shareholders’ support of Abnova. The following is Abnova's 2024 achievement sharing and 2025 outlook report:
I. 2024 Operating Results: (Consolidated Financial Statements)
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Implementation overview and business plan implementation results:
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The operating revenue in 2024 was NTD 355,257 thousand, which is 7.01% lower than the 2023 operating income of NTD 382,052 thousand. The net income after tax in 2024 was NTD 61,607 thousand, which is an increase of 41.05% compared with the net profit after tax of NTD 43,678 thousand in 2023. EPS for 2024 was NTD 1.02.
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Analysis of financial balance and profitability: Please refer to the attached financial statements for the financial overview of 2024.
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Research Development Overview: The expenses invested in research and development in 2024 were NTD 40,025 thousand, which is 4.24% higher than the 2023 expenses of NTD 38,396 thousand. The company’s R&D efforts primarily focused on nano-antibodies, mRNA-related applications, and technology platform development.
II. 2025 Business Plan:
1. Business Marketing:
Since January 2025, Abnova has partnered with CiteAb, an AI-powered academic literature search engine, to enhance market penetration and sales conversion rates of products through CiteAb’s advanced AI technology platform and extensive citation database. The CiteAb AI Citation Widget has been integrated into Abnova’s official website, providing real-time displays of academic citation counts and experimental data. This offers clients credible scientific evidence, significantly boosting their trust in the products and increasing market appeal.
By leveraging CiteAb’s AI-driven citation services, Abnova can accurately highlight the scientific value of its products, validated by peer-reviewed literature. Additionally, the newly redesigned website further improves user experience, encourages purchasing decisions, and serves as a powerful driver of performance growth in 2025.
2. Product Development:
- (1) NanoAb™ :
NanoAb™, with a molecular mass of just one-tenth that of conventional antibodies, exhibits excellent solubility and tissue penetration. Its high antigen affinity ensures stable binding, while low immunogenicity reduces the risk of immune responses. Since 2024, Abnova has specialized in large-scale production, establishing a diversified catalog of mouse and human gene-derived NanoAb™ products. Flow cytometry is employed during the early screening phases to perform functional validation, ensuring product quality and efficacy. These rigorously validated NanoAb™ catalog products lay the foundation for developing next-generation therapeutic tools, such as bispecific antibodies.
In Q4 2024, Abnova launched customized services for VHH Bispecific Antibodies and VHH nanoBiTE™, leveraging advanced NanoAb™ technologies at their core. These innovations focus on cutting-edge bispecific therapy applications. In addition to the precise antigen recognition provided by nanobodies, they enable highly efficient cell binding and activation. By modularly assembling VHH antibody modules, tumor cell cytotoxicity becomes more targeted and effective, offering groundbreaking solutions for cancer immunotherapy. Furthermore, nanobodies can serve as targeted carriers in cell and gene therapy strategies, enhancing the specificity and efficiency of drug delivery.
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Abnova’s NanoAb™ technologies not only support preclinical and clinical research but also extend to the design and development of innovative cancer therapies. The flexible Abnova NanoAb™ technology platform meets diverse therapeutic needs—from precise diagnostic marker screening to versatile multi-target immunotherapy designs. This drives innovation in next-generation antibody therapies, including bispecific treatments, immunotherapy, cell and gene therapies, cancer vaccines, and drug delivery systems. Anchored by its high-quality NanoAb™ catalog products, Abnova offers convenient options for both research and therapeutic strategies, continually expanding the frontiers of cancer treatment.
- NanoAb™ catalog products:
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- NanoAb™ customized service:
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VHH Bispecific Ab customized service :
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VHH nanoBiTE™ customized service :
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(2) nanoCAR-T mRNA Services
Abnova has launched its innovative nanoCAR-T mRNA service by integrating the NanoAb™ technology platform, mRNA IVT vector design, and LNP delivery technology. This service leverages the compact structure and superior tissue penetration capabilities of NanoAb™ to enable the efficient application of recombinant nanobodies in cell therapy—particularly in hardto-reach regions such as brain tissues and the tumor microenvironment. By combining mRNA IVT with LNP delivery technology, Abnova offers a non-viral vector system as an alternative to traditional, high-cost, and difficult-to-scale lentiviral ex vivo CAR-T systems. This novel approach provides a more flexible and scalable solution for cell therapy, significantly enhancing CAR-T cell expression, persistence, and therapeutic efficacy.
Abnova's nanoCAR-T mRNA service integrates three core technologies:
(I) NanoAb™ Technology:
Abnova employs its proprietary NanoAb™ technology to enhance the antigen recognition capabilities of CAR-T cells. Compared to conventional single-chain variable fragments (scFvs), NanoAb™ are smaller and more stable, improving CAR-T affinity, specificity, and stability while reducing the risk of antigen-binding aggregation and minimizing the potential for T cell exhaustion.
(II) mRNA CAR-T Vector Technology:
Traditional ex vivo CAR-T therapies often rely on lentiviral vectors. Abnova replaces these with mRNA vectors, which not only enhance CAR-T cell expression and persistence but also improve cytotoxic activity against tumors—resulting in more effective cellular therapies.
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(III) LNP Delivery Technology:
To minimize the risk of chromosomal integration and enable in vivo CAR-T therapy, Abnova utilizes LNP technology for mRNA vector delivery. This approach reduces the risks associated with viral vectors and eliminates the need for complex ex vivo cell culture and reinfusion processes, offering a more streamlined and safer therapeutic strategy.
The integration of these cutting-edge technologies allows Abnova's nanoCAR-T mRNA service to overcome the limitations of traditional ex vivo CAR-T therapies in treating hematologic malignancies, solid tumors, and autoimmune diseases. Abnova’s nanoCAR-T mRNA technology enhances therapeutic efficacy, broadens the scope of CAR-T applications, and drives progress in cancer and autoimmune disease treatments—opening new frontiers in the cell therapy market. nanoCAR-T mRNA customized service:
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- (3) CellTx™ Cell Therapy Reagents
As the cell therapy market continues to grow—especially driven by advances in cancer treatment—Abnova integrated its CellTx™ product line in 2024 and launched five major categories of cell therapy reagents:
- (I) Human and Mouse CD3/CD28 ActiveBeads™
In cell therapy, isolating specific cell types from blood for ex vivo activation and expansion is essential. Suitable activation reagents are therefore critical for the development of cellbased therapies. Abnova has focused on T-cell activation, beginning with the development and humanization of monoclonal CD3 and CD28 antibodies, which are then conjugated to magnetic beads to produce Human CD3/CD28 ActiveBeads™.
These beads simulate the natural T-cell activation process by delivering two key signals required for ex vivo activation: Signal 1 (TCR-antigen engagement) and co-stimulatory Signal 2. Together, these signals promote T-cell activation, proliferation, and differentiation. The CD3 and CD28 antibodies coated on the bead surface provide sustained signaling, ensuring robust T-cell expansion.
To support early-stage development in murine models, Abnova also introduced Mouse CD3/CD28 ActiveBeads™, enabling efficient activation of mouse T cells. Whether used for human or murine systems, Abnova’s CD3/CD28 ActiveBeads™ offer flexible and effective activation solutions tailored to research and development needs.
- (II) Human CD3/CD28 IsoActiveBeads™
Human CD3/CD28 IsoActiveBeads™ is an innovative product that integrates T-cell isolation and activation into a single step, simplifying workflows and improving experimental efficiency. Equipped with humanized antibodies, this reagent enables high-efficiency T-cell isolation while simultaneously triggering their activation and expansion—offering researchers a streamlined and flexible solution for T-cell-based research and therapy development.
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(III) GMP and RUO grade Recombinant Proteins for Cell Therapy Leveraging years of expertise in recombinant protein development, Abnova introduced the GMP grade and RUO grade recombinant proteins to meet the needs of different stages in cell therapy development. GMP grade proteins are designed specifically for the manufacturing needs in cell therapy, offering high stability, safety, and traceability while minimizing contamination risks and ensuring cell quality and manufacturing efficiency to support clinical applications. RUO grade proteins encompass a wide variety of key elements such as CD proteins, MHC proteins, and immune checkpoints. They feature high purity and bioactivity,
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making them ideal for early-stage cell therapy research. Abnova offers a one-stop solution that addresses the needs of every stage, supporting the entire process from research to production and driving the advancement of cell therapy technologies.
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(IV) Humanized Monoclonal Antibodies for Cell Therapy
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Abnova offers high-quality humanized monoclonal antibodies that retain the sequence of complementarity-determining regions of mouse antibodies to maintain superior affinity and specificity. The reformed humanized antibody sequence can also reduce immunological rejections and improve safety. These antibodies are highly specific and low in immunogenicity, giving them key roles in cancer research and the development of new drugs for treating autoimmune diseases. With extensive experience in antibody production, Abnova provides flexible, high-quality support to meet the rapidly growing demands of the cell therapy field.
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(V) Cell Culture Medium for Cell Therapy
Abnova’s CellTx™ cell therapy reagent catalog includes a complete set of cell culture media designed for various mammalian cell types and applications. These media support the ex vivo expansion of immune cells and stem cells. Their high efficiency, stability, and ease of use make them suitable for both the development and manufacturing of cell therapy products.
As the cell therapy market continues to grow, Abnova remains committed to providing comprehensive solutions that address the needs of cancer therapy and related fields. The CellTx™ product line encompasses T cell activation reagents, recombinant proteins, monoclonal antibodies, and cell culture media, offering support for both scientific research and clinical development. With a strong emphasis on technological innovation and product quality, Abnova is dedicated to driving progress in the field of cell therapy.
- CellTx™ cell therapy reagent catalog products:
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(4) RNAFlex™ Automated System
In recent years, the rapid advancement of mRNA vaccines has propelled RNA IVT (in vitro transcription) technology to the forefront of biomedical innovation. Its applications now extend beyond vaccine development to include cancer, rare diseases, chronic conditions, and autoimmune disorders, leading to a sharp increase in demand for RNA IVT reagents and production capabilities.
Despite strong market demand, the current RNA IVT workflows still rely heavily on manual operations. This creates several challenges for the industry, including RNA degradation in open environments, batch-to-batch variability, and human errors during processing. These issues compromise data reliability and reproducibility, increase production costs, and hinder the progress of RNA-based therapeutic development. As a result, the integration of automation technologies has become essential.
Since 2019, Abnova has invested in RNA IVT technology platforms. Building on the capabilities developed during the COVID-19 mRNA vaccine initiative, Abnova launched the RNAFlex™ Automated System, a first-in-class platform that integrates RNA in vitro transcription and RNA purification into a single, fully automated workflow. Equipped with a precision XYZ robotic arm, RNAFlex™ ensures consistent operation and stable output. Its 8-channel high-throughput pipetting system supports volumes from 1 to 1000 μL, offering flexibility to meet a wide range of experimental needs.
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The system features a 7-inch LED touchscreen for intuitive operation and is designed to support production capacities from early-stage research through to preclinical rat model studies. With RNAFlex™, laboratories can achieve fully automated RNA production with cost-efficiency and enhanced reliability. The system reduces error rates and improves consistency across batches, offering a practical and scalable solution for RNA manufacturing.
Scheduled for launch in Q1 2025, the RNAFlex™ Automated System is expected to address key challenges in RNA production and accelerate the development of RNA-based therapeutics.
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 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 96% 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 uncertainty in the international political and economic situation, 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 transactions to reduce the exchange rate risk.
In 2025, Abnova will adhere to the original intention of professionalism, focus, and quality, and continue to push itself for deeper technological innovation. Looking forward to the future, it may face variable operational opportunities and challenges. Abnova will continue to strengthen its competitive strength and accumulate more growth momentum to create better operating results.
Chairperson: Wilber Huang General Manager: Jih Pei Ju
Accounting Officer: Chang Ya Ping
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II. Corporate Governance Report
2.1 Information on the Directors, Supervisors and Management Team 2.1.1 Directors and Supervisors 1. Basic Information
| 2.1.1 Directors and Supervisors 1. Basic Information |
2.1.1 Directors and Supervisors 1. Basic Information |
2.1.1 Directors and Supervisors 1. Basic Information |
2.1.1 Directors and Supervisors 1. Basic Information |
2.1.1 Directors and Supervisors 1. Basic Information |
2.1.1 Directors and Supervisors 1. Basic Information |
|||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025/03/31 | ||||||||||||||||||||
| 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 |
Experience(Education) | 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 58 |
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 53 |
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. 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.Chairman of Bolster Pioneering Incorporated |
Chairman | Wilber Huang |
Spouse | None |
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| 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 |
Experience(Education) | 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 46 |
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 60 |
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. 10. Director of Hung Kuan 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. 9. Director of Hung Kuan Ltd. |
None |
None |
- 7 -
| 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 |
Experience(Education) | 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 55 |
2023. 05.15 |
3 | 2023. 05.15 |
- | - | - | - | - | - | - | - | 1. Bachelor’s 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 57 |
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 55 |
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 |
- 8 -
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
2025/03/31
| 2025/03/31 | |
|---|---|
| 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 | Great Universe Metal Building Materials Corp. (9.7%)、Great Universe Development Corp. (7.17%)、Chen Ho Yuan (6.14%)、Cathay United |
| Bank entrusted with the Chen Ho Yuan Trust Property Special Account | |
| (5.84%)、Taiwan Sun Clutch Co., Ltd (5.64%)、Chen Yueh Hung (4.38%)、Kai Tse Co., Ltd. (4.33%)、Cathay United Bank entrusted with the Lu Wen Ling Trust Property Special Account (4.17%)、Chen Liang Yin (3.82%)、Cathay United Bank entrusted with the Chen Hsu Li MingTrust PropertySpecial Account(3.54%) |
-
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 their shareholdings. If any of those 10 largest shareholders are institutional shareholders, it shall be filled 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
| 2025/03/31 | |
|---|---|
| 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 Jung(2.32%)、Tai ChungChieh(0.31%) |
| 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 their 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.
-
9 -
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. 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’s 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. Director of Hung Kuan Ltd. |
There are no circumstances listed in Article 30 of the Company Act. |
0 |
- 10 -
| 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’s degree in dance, Chinese Culture University Chairman of Rouge Creative Marketing Co. Chairman of Chipcom International Co.,Ltd. |
1. Serve as an independent director of 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 of 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 expertise in business and financial accounting, and holds qualifications as a university professor Ministry of Economic Affairs iPAS Net Zero Carbon Planning Professional Certification 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 of 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 are 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 |
- 11 -
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. The company has a total of 7 board seats, with 3 seats held by women (43%) and 4 seats held by men (57%). Each gender accounts for at least 1/3 (inclusive) of the board seats. It is advisable that directors concurrently serving as company officers do 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:
-
Basic requirements and values: Gender, age, nationality, and culture, etc.
-
Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills, and industry experience, etc.
-
All members of the board 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 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
-
12 -
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 serve 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:
| 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 |
- 13 -
Individual Director Diversity Quantitative Data Description:
| ndividual 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% |
The specific goals of diversification of the 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 a 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 a 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 onthe board. |
100%. At present, there are 3 independent directors, accounting for 43% of the total board seats. |
- 14 -
2.1.2 Information on the company's President, assistant Presidents, Senior managers, and the chiefs of all the company's divisions and branch units
| March 31, 2025 | March 31, 2025 | March 31, 2025 | March 31, 2025 | March 31, 2025 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 | 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. Manager of KPMG Taiwan |
None | None | None |
- 15 -
2.2 Remuneration of Directors, Independent Directors, Supervisors, President, and Vice Presidents 2.2.1 Remuneration of Directors, Independent Directors, Supervisors, President, and Vice Presidents 1. Remuneration of Directors and Independent Directors in the most recent fiscal year (2024):
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 | 88 | 88 | 6,411 | 6,411 | 10.94% | 10.94% | 0 | 0 | 0 | 0 | 0 | 0- | 0 | 0 | 10.94% | 10.94% | None |
| Director | Harmony Investment Co., Ltd. Representative: Chiu Chi Ching |
240 |
240 | 0 | 0 | 88 | 88 | 0 | 0 | 0.53% | 0.53% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.53% | 0.53% | None |
| Director | China Wire & Cable Co., Ltd Representative: Chen Yueh Hung |
240 |
240 | 0 | 0 | 88 | 88 | 0 | 0 | 0.53% | 0.53% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.53% | 0.53% | None |
| Director | Pan Pacific Investment Corp. Representative: Jih Pei Ju |
240 | 240 | 0 | 0 | 88 | 88 | 0 | 0 | 0.53% | 0.53% | 1,918 | 1,918 | 0 | 0 | 111 | 0 | 111 | 0 | 3.83% | 3.83% | None |
| Independent Director |
Cha Anna |
360 | 360 | 0 | 0 | 88 | 88 | 0 | 0 | 0.73% | 0.73% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.73% | 0.73% | None |
| Independent Director |
Ye Shao De |
360 | 360 | 0 | 0 | 88 | 88 | 0 | 0 | 0.73% | 0.73% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.73% | 0.73% | None |
| Independent Director |
Su Jin Jun |
360 | 360 | 0 | 0 | 88 | 88 | 0 | 0 | 0.73% | 0.73% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.73% | 0.73% | None |
| 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: (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. (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, Remuneration Committee and Risk Management Committee considering their responsibilities to participate in committee meetings that require more time and effort; therefore, their remuneration is higher than directors, with each independent director receiving a monthly remuneration of NT$30,000. (3) If the Company makes a profit in the current fiscal year, pursuant to Article 24 of the Articles of Incorporation of the Company, after deducting the pretax income for remuneration to employees and directors, and setting aside an amount to make up accumulated losses, if there is any remaining balance, the Company shall set aside not less than 1% of its annual profit to employees as a profit sharing and not more than 3% as a compensation for directors. |
- 16 -
The correlation between remuneration paid to directors and performance review results:
-
(1) Remuneration: It is determined by the Board of Directors based on their respective involvement in the Company’s operations, contribution, responsibilities, and risks, as well as referring to the remuneration standards of the industry.
-
(2) Directors’ compensation: Allocation is made in accordance with Article 24 of the Articles of Incorporation of the Company. The actual distribution of compensation to directors in FY 2024 was NT$ 616,000 (at the provision rate of approximately 0.8%). 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 2024 self-assessment of the Company's board members, the evaluation result of the aforementioned assessment items was 91-95 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 26, 2025, and passed by the Board of Directors on February 26, 2025. The amount of individual director's compensation is as shown in the table above.
-
(3) Allowances: The Chairman's allowance refers to the monthly salary and annual bonus received by the Chairman for supervising the company’s operational management. The amount is determined annually, subject to review by the Compensation Committee and approval by the Board of Directors.
-
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
-
17 -
Range of Remuneration
| Range of Remuneration | Range of Remuneration | Range of Remuneration | Range of Remuneration | |
|---|---|---|---|---|
| Range of Remuneration | Name of 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 | Harmony Investment Co., Ltd. Representative: Chiu Chi Ching, China Wire & Cable Co., Ltd Representative: Chen Yueh Hung, Pacific Investment Co., Ltd. Representative: Jih Pei Ju |
Harmony Investment Co., Ltd. Representative: Chiu Chi Ching, China Wire & Cable Co., Ltd Representative: Chen Yueh Hung, Pan Pacific Investment Co., Ltd. Representative: Jih Pei Ju |
Harmony Investment Co., Ltd. Representative: Chiu Chi Ching, China Wire & Cable Co., Ltd Representative: Chen Yueh Hung |
Harmony Investment Co., Ltd. Representative: Chiu Chi Ching, China Wire & Cable Co., Ltd Representative: Chen Yueh Hung |
| NT$1,000,000~NT$1,999,999 | - | - | - | - |
| NT$2,000,000 ~ NT$3,499,999 | - | - | Pan Pacific Investment Co., Ltd. Representative: Jih Pei Ju |
Pan Pacific Investment Co., Ltd. Representative: Jih Pei Ju |
| NT$3,500,000~NT$4,999,999 | - | - | - | - |
| NT$5,000,000~NT$9,999,999 | Wilber Huang | Wilber Huang | 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$100,000,000 |
- | - | - | - |
| Total | 4 | 4 | 4 | 4 |
| Range of Remuneration | Name of Independent Directors | Name of Independent Directors | Name of Independent Directors | Name of Independent Directors |
|---|---|---|---|---|
| Total of (A+B+C+D) | Total of (A+B+C+D+E+F+G) | |||
| The company |
Companies in the consolidated financial statements |
The company |
Companies in the consolidated financial statements (I) |
|
| Less than NT$ 1,000,000 | Cha Anna, Ye Shao De, Su Jin Jun |
Cha Anna, Ye Shao De, Su Jin Jun |
Cha Anna, Ye Shao De, Su Jin Jun |
Cha Anna, 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$100,000,000 |
- | - | - | - |
| Total | 3 | 3 | 3 | 3 |
(Note)The board members of the Company are complied with the "Rules for Performance Evaluation of Board of Directors” of the Company to complete the self-assessment based on the criteria such as understanding of the Company’s goals and mission, awareness of director’s duties, involvement in the Company’s operations, management of internal relationship and communication, the director's professionalism and continuing knowledge development, internal controls, etc. in accordance with the "Rules for Performance Evaluation of Board of Directors” of the Company. Based on the statistics of the board meeting attendance rate and the duration of continuing education/training of all Directors in 2024 conducted by the Company, as well as the 2024 self-assessment of the Company's board members, the score for the aforementioned assessment items is 91-95. The allocation of directors' remuneration in 2023 was reviewed by the Remuneration Committee on February 26, 2025, with reference to the aforementioned assessment results, and passed by the board of directors on February 26, 2025, the amount was received individually.
- 18 -
2. The remuneration paid to supervisors in the most recent fiscal year (2024): (Not applicable)
The Company has set up an Audit Committee on June 23, 2017, to replace the functions of the supervisors.
3. The remuneration paid to President and Vice Presidents in the most recent fiscal year (2024):
Unit: NT$ 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 | Jih Pei Ju |
1,651 | 1,651 | 0 | 0 | 267 | 267 | 111 | 0 | 111 | 0 | 3.29% | 3.29% | None |
Note : 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 |
|---|---|---|
| The company | Companies in the consolidated financial statements (E) |
|
| Less than NT$ 1,000,000 | - | - |
| NT$1,000,000~NT$1,999,999 | - | - |
| NT$2,000,000~NT$3,499,999 | Jih Pei Ju | Jih Pei Ju |
| 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 | - | - |
| Greaterthanorequalto NT$100,000,000 | - | - |
| Total | 1 | 1 |
4. Names and acquisition status of managerial personnels who have acquired new restricted employee shares:
| 2025/03/31 Unit: NT$ thousands | 2025/03/31 Unit: NT$ thousands | 2025/03/31 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 | Jih Pei Ju | 0 | 635 | 635 | 1.03% |
| 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 |
-
19 -
-
2.2.2 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 2024 and 2023 were NT$11,096 thousand and NT$10,199 thousand, respectively, which accounted for 18.01% 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 in committee meetings that require more time and effort; therefore, their remuneration is higher than directors, with each independent director receiving a monthly remuneration of NT$30,000.
-
II. Compensation to directors:
-
If the Company makes a profit in the current fiscal year, pursuant to Article 24 of the Articles of Incorporation of the Company, after deducting the pretax income for remuneration to employees and directors, and setting aside an amount to make up accumulated losses, if there is any remaining balance, the Company shall set aside not less than 1% of its annual profit to employees as a profit sharing and not more than 3% as the compensation for directors. The actual distribution of compensation to directors in FY 2024 was NT$ 616,000 (at the provision rate of approximately 0.8%).
-
-
(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 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.
-
-
20 -
-
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 2024 was NT$ 3,235,100 (at the provision rate of approximately 4.2%). 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 as 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 2024 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.
-
21 -
-
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 2024 self-assessment of the Company's board members, the evaluation result of the aforementioned assessment items showed that the directors have obtained 91-95 marks. All board members have a good 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 26, 2025. 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, 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 November 13, 2024.Whilethe year-end bonus for each managerial personnel has been reviewed by the Remuneration Committee and the Board of Directors on November 13, 2024.
-
(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 has only one President and does not have a Vice President or any other position of equivalent rank.
-
The compensation for 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 the principles and calculation methods for incentive compensation
-
22 -
and bonus payments., to motivate senior managers to prioritize long-term comprehensive performance, thereby achieving sustainable operation.
President performance indicators - Sustainable development performance (15% weighing), Sustainability performance evaluation items include: (1) Achievement rate of sustainability issue (including environmental climate change, social, and corporate governance) project implementation (e.g., progress in greenhouse gas inventory and verification projects, progress in preparing sustainability reports, achievement of consolidated company carbon reduction targets, achievement of consolidated company water reduction targets, achievement of consolidated company waste reduction targets, etc.); (2) ESG-related evaluation scores (e.g., corporate governance evaluation ranking, EcoVadis rating, etc.); and (3) Company’s performance in compliance with laws and regulations (no violations of environmental, human rights, corporate governance, and other regulations resulting in penalties). The implementation of sustainability objectives will be linked to senior managers’ compensation, enhancing their focus and responsibility on this matter, and effectively promoting sustainable development.
- 23 -
2.3 Corporate Governance
2.3.1 Board of Directors and Performance Evaluation of the Board of Directors
A total of 5(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 (%) (B/A) |
Remarks |
|---|---|---|---|---|---|
| Chairman | Wilber Huang | 5 | 0 | 100% | None |
| Director | Harmony Investment Co., Ltd. Representative: Chiu Chi Ching |
5 | 0 | 100% | None |
| Director | China Wire & Cable Co., Ltd. Representative: Chen Yueh Hung |
4 | 0 | 80% | None |
| Director | Pan Pacific Investment Co., Ltd. Representative: Jih Pei Ju |
5 | 0 | 100% | None |
| Independent director |
Cha Anna | 5 | 0 | 100% | None |
| Independent director |
Ye Shao De | 4 | 1 | 80% | None |
| Independent director |
Su Jin Jun | 5 | 0 | 100% | None |
| 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 20, May 8, August 7, November 13, 2024 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 November 13, 2024 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. (3) Board Meeting of November 13, 2024 Content of the motion: To discuss the remuneration for the directors and managerial personnels for the year 2025. 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. (4) Board Meeting of November 13, 2023 Content of the motion: To discuss the distribution of year-end bonus for the managerial personnels for the year 2024. 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 President are the recipients of the Company, and the Director, Chiu Chi Chingis the spouse of the Chairman,who shall be deemed to have apersonal interest in the matterpursuant to |
- 24 -
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 26, 2025, 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: 2024.1.1-2024.12.31
-
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 96 marks, with the lowest scoring items are the involvement and extent of participation in the Company’s operation.
-
Improvement plan: In 2024, the average Board Meeting attendance rate was 94%. 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 director.
-
(2) Scope of Evaluation: Individual Board member
-
Evaluation frequency: Once a year
-
Evaluation period: 2024.1.1-2024.12.31
-
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 91-95 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: 2024.1.1-2024.12.31 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 96 marks, with the lowest scoring items are the involvement and extent of participation in the Company’s operation.
-
Improvement plan: Provide more specific improvement suggestions to the Remuneration Committee.
-
(4) Scope of Evaluation: Audit Committee Member Evaluation frequency: Once a year Evaluation period: 2024.1.1-2024.12.31 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 92-96 marks, with the lowest scoring item is the awareness of the Audit Committee's responsibilities.
-
Improvement plan: To provide more professional and objective recommendations as a reference for the Board of Directors' decision-making.
-
(5) Scope of Evaluation: Risk Management Committee Members Evaluation frequency: Once a year Evaluation period: 2024.1.1-2024.12.31 Evaluation method: Self-assessment of the functional committee members Evaluation content: Involvement in the Company’s operation, awareness of the Risk Management Committees’ duties, enhancement of the quality of the Risk Management Committee s’ decision-making, composition and election of Risk Management Committee members, internal controls, etc.
-
Evaluation result: The score of the self-assessment result was 92-95 marks, with the lowest scoring item is the awareness of the Risk Management Committee's responsibilities.
-
Improvement plan: More effectively assess the potential risks in the company’s operations.
-
25 -
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The goals of enhancing the functions of the Board of Directors in the current and the most recent fiscal year and its implementation status:
| Year | Goals for enhancing the functions of the Board of Directors |
Implementation status |
|---|---|---|
| FY 2024 | 1. The attendance rate of all directors present in person reached 85% |
In 2024, the in-person attendance rate of all directors was 94%, which has achieved the target. |
| 2. The in-person attendance rate of directors at the AGM reached 50% (including the convener of the Audit Committee) |
In 2024, the in-person attendance rate of directors at the AGM was 86%, including the convener of the Audit Committee, which has achieved the target. |
|
| As for the date of the publication of this annual report |
1. The in-person attendance rate of individual director reached 85%. |
In 2025, 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 2025 AGM is scheduled for May 29, 2025; hence it has not yet been held. |
|
| 3. To strengthen supervisory functions and management mechanisms, establish more types of functional committees to enhance the effectiveness of the Board of Directors. |
The Sustainability Development Committee was established dated February 26, 2025, and comprising by three independent directors, thereby achieving the objective of enhancing the functional committee structure. |
-
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 be 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 the requirements required by laws and regulations. The selection process must also comply with relevant regulations to ensure that the director’s 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 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 are also taken into consideration, with a view to complementing the professional talents from various fields that are 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 13, 2024, 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.
-
26 -
-
(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 training, practical workshops, etc. to gradually enhance their execution, management, decision-making, problem identification, and problem-solving skills, cultivating talents that are 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 has completed the succession plan for key managerial personnel- President. The Company 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.
-
C. The company has also completed the retirement succession plan - the Associate Director of the Laboratory Animal Department. This plan involves arranging for potential successors to attend weekly management meetings and various cross-departmental meetings. They continuously participate in annual training programs, covering key topics such as biotechnology expertise, quality management, regulatory compliance, fire drills, and other important subjects, to cultivate professional and qualified management talent. The succession plan is set with a preparation timeline of 1 to 3 years. The Associate Director of the Laboratory Animal Department officially retired on November 30, 2024, and the position was smoothly transitioned with effective handover of responsibilities and knowledge transfer, ensuring the successful implementation of the succession plan for key management personnel. Moving forward, the company will continue to plan for the succession of key management personnel
2.3.2 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 | Name | Attendance in Person(B) |
By Proxy | Attendance Rate (%) (B/A) |
Remarks | |||||
| Independent Director | Cha Anna | 4 | 0 | 100% | None | |||||
| 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 2024 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 2024.2.20 3rd Session, 3rd Meeting 1. To discuss the "Internal Control System Statement” of the Companyfor FY 2023. v The resolution is passed with no objection by all attending members. Submitted for discussion at the most recent Board of Directors meeting. 2. To discuss the changes in the financing provided to the German subsidiary,Abnova GmbH from October 2023 to January2024. v 3.To audit the change ofthe company'sfinancialstatement CPAs. v 4. To audit the independence and suitabilityof the CPAs. v 5.To audit the compensationpaid to attesting CPAs. v 6. To review the Company's 2023 business report and financial statements. v 7. To discuss the profit distribution for FY 2023. |
||||||||||
| Matters Listed | ||||||||||
| under Article 14- | The Company’s | |||||||||
| 5 of the | Results of Audit | Response to the |
||||||||
| Date of | ||||||||||
| Major Resolutions | Securities and | Committee's | Audit |
|||||||
| Meeting | ||||||||||
| Exchange Act | Resolution | Committee’s | ||||||||
| Securities and | Opinion | |||||||||
| Exchange Act | ||||||||||
| 1. To discuss the "Internal Control System Statement” of the | ||||||||||
| v | ||||||||||
Companyfor FY 2023. |
||||||||||
| 2. To discuss the changes in the financing provided to the German | ||||||||||
| v | Submitted for |
|||||||||
| 2024.2.20 | subsidiary,Abnova GmbH from October 2023 to January2024. |
The resolution is | ||||||||
discussion at the |
||||||||||
| 3rd | 3.To audit the change ofthe company'sfinancialstatement CPAs. | v | passed with no | most recent |
||||||
| Session, | 4. To audit the independence and suitabilityof the CPAs. | v | objection by all | Board of | ||||||
| 3d | ttdi |
|||||||||
| r | 5.To audit the compensationpaid to attesting CPAs. | v | aenng | Directors |
||||||
| Meeting | members. |
|||||||||
| 6. To review the Company's 2023 business report and financial statements. |
v | meeting. | ||||||||
| 7. To discuss the profit distribution for FY 2023. | ||||||||||
- 27 -
Submitted for |
|||||
|---|---|---|---|---|---|
| 2024.5.8 | 1. To discuss the changes in the financing provided to the German | The resolution is | |||
| 3rd |
subsidiary, Abnova GmbH from February to March 2024. |
v | passed with no |
discussion at the |
|
| most recent | |||||
| Session, | objection by all | Board of |
|||
| 4th | 2. To review the Q1 2024 consolidated financial statements of the | attending |
|||
| Directors | |||||
| meeting | Company. | members. |
|||
| meeting. | |||||
| 2024.8.7 3rd |
1. To discuss the changes in the financing provided to the German subsidiary, Abnova GmbH from April to June 2024. |
v | The resolution is assed with no |
Submitted for discussion at the |
|
| Session, 5th |
2. To review Q2 2024 consolidated financial statements of the | p objection by all attending |
most recent Board of Di |
||
meeting |
Company. | members. |
rectors meeting. |
||
| 1. To discuss the revision of the "Internal Control Systems" of the | |||||
| v | |||||
Company. |
|||||
| 2. To discuss the "2025 Annual Audit Plan" of the Company. | |||||
Submitted for |
|||||
| 2024.11.13 3rd |
3. Proposal to establish a list of the company's pre-approved non- assurance services polic |
The resolution is passed with no |
discussion at the |
||
Session, |
y. 4. To discuss the changes in the financing provided to the German |
most recent | |||
| v | objection by all | Board of | |||
| 6th | subsidiary, Abnova GmbH from July to September 2024. |
di | |||
| attenng | Directors | ||||
| meeting | 5. To discuss the proposal to provide a loan facility of NT$ 5 | members. | |||
| v | meeting. | ||||
| million to the German subsidiary, Abnova GmbH. | |||||
| 6. To review Q3 2024 consolidated financial statements of the | |||||
| Company. | |||||
- 28 -
| (3 | May 8, 2024 Pre-Board Meeting |
Report on the execution of the Annual Audit Plan. To discuss the revision of “Internal Control Systems". |
The independent directors had no opinions or suggestions after communication and discussion. |
|---|---|---|---|
| August 7, 2024 Pre-Board Meeting |
Report on the execution of the Annual Audit Plan. | The independent directors had no opinions or suggestions after communication and discussion. |
|
| November 13, 2024 Pre-Board Meeting |
Report on the execution of Annual Audit Plan To discuss the revision of “Internal Control Systems" for subsidiaries. |
The independent directors had no opinions or suggestions after communication and discussion. |
|
| ) Summary of communications between independent directors and CPAs: | |||
| Dates of Meeting | Communication Topics | Communication Results | |
| February 20, 2024 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 2023. 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 8, 2024 Pre-Board Meeting |
To provide explanations on review and Q&A to the independent directors regarding the Q1 2024 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 7, 2024 Pre-Board Meeting |
To provide explanations on review and Q&A to the independent directors regarding the Q2 2024 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 11, 2024 Pre-Board Meeting |
To provide explanations on review and Q&A to the independent directors regarding the Q3 2024 consolidated financial statements. Explain the newly added items in the pre-approved non-assurance services list 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. |
-
The state of participation in board meetings by the supervisors: (Not applicable)
-
29 -
2.3.3 Corporate Governance Implementation Status and Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies”
| 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 is 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 an internal control mechanism to govern 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 FY 2024: |
- 30 -
| 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 | |||||||
| Financia l Report |
Publication Date of the Financial Report |
Notification Time and Method | Compliance with Regulations |
||||||
| FY 2023 | 2024.2.20 | The Chief Corporate Governance Officer notified insiders, including directors and managerial officers, via email on January 10, 2024, that trading shares during the closed period is prohibited. All insiders have complied with the regulations. |
Yes |
||||||
| Q1, 2024 |
2024.5.8 | The Chief Corporate Governance Officer notified insiders, including directors and managerial officers, via email on April 15, 2024, that trading shares during the closed period is prohibited. All insiders have complied with the regulations. |
Yes |
||||||
| Q2, 2024 |
2024.8.7 | The Chief Corporate Governance Officer notified insiders, including directors and managerial officers, via email on July 16, 2024, that trading shares during the closed period is prohibited. All insiders have complied with the regulations. |
Yes |
||||||
| Q3, 2024 |
2024.11.13 | The Chief Corporate Governance Officer notified insiders, including directors and managerial officers, via email on October 21, 2024, that trading shares during the closed period is prohibited. All insiders have complied with the regulations. |
Yes |
||||||
| 3. Composition and Responsibilities of the Board of Directors (1) Does the Board develop and implement a diversified policy for the composition of its members? (2) Does the company voluntarily establish other functional committees in addition to the Remuneration Committee and the Audit Committee? |
|
(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 the diversity policy of the Board of Directors of the Company and the specific goals of diversity management and its implementation status, please see 4. The diversity policy and status of independence of the board of directors(Page 12) (2) The Company established the "Risk Management Committee" dated May 8, 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 |
None None |
- 31 -
| Evaluation Item | Implementation Status | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
||
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| 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, is 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. Assist the board in strengthening its oversight function of risk management, effectively reducing various potential risks, and regularly reporting the progress of risk management execution to the board. The company established the "Sustainability Development Committee" dated February 26, 2025, comprising three independent directors who serve as committee members. All three members possess the professional knowledge and capabilities required for the committee's sustainability development responsibilities. The committee assists the board in promoting sustainability policies, reviewing the effectiveness of sustainability initiatives, and regularly reporting on the execution of sustainability efforts to the board. The company also plans to establish a "Nomination Committee" in 2025 to strengthen the board's oversight and governance functions. In the future, the company will assess the necessity of establishing additional functional committees based on operational needs. |
||||
| (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. Statistics of performance review results for FY 2024 have been submitted to the Remuneration Committee and the Board of Directors on February 26, 2025 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: 2024.1.1-2024.12.31 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 the Board of Directors, electionofboardmembers and continuingknowledge development,internal |
None |
- 32 -
| Evaluation Item | Implementation Status | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
||
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| controls, etc. Evaluation result: The score of the self-assessment result is 96 marks, with the lowest scoring items are the involvement and extent of participation in the Company’s operation. Improvement plan: In 2024, the average Board Meeting attendance rate was 94%. 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: 2024.1.1-2024.12.31 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 91-95 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: 2024.1.1-2024.12.31 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 result is 96 marks, with the lowest scoring items are the involvement and extent of participation in the Company’s operation. Improvement plan: To provide more specific improvement recommendations to the Remuneration Committee. 4. Scope of Evaluation: Audit Committee Member Evaluation frequency: Once a year Evaluation period: 2024.1.1-2024.12.31 |
- 33 -
| Evaluation Item | 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? | | 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 Committe members, internal controls, etc. Evaluation result: The score of the self-assessment result was 92-96 marks, with the lowest scoring item is the awareness of the Audit Committee's responsibilities. Improvement plan: To provide more professional and objective recommendations as a reference for the Board of Directors' decision-making. 5. Scope of Evaluation: Risk Management Committee Members Evaluation frequency: Once a year Evaluation period: 2024.1.1-2024.12.31 Evaluation method: Self-assessment of the functional committee members Evaluation content: Involvement in the Company’s operation, awareness of the Risk Management Committees’ duties, enhancement of the quality of the Risk Management Committee s’ decision-making, composition and election of Risk Management Committee members, internal controls, etc. Evaluation result: The score of the self-assessment result was 92-95 marks, with the lowest scoring item is the awareness of the Risk Management Committee's responsibilities. Improvement plan: More effectively assess the potential risks in the company’s operations. (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 26, 2025. |
e None |
- 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 | |||||||
| Note 1: CPA independence evaluation items: | |||||||||
| Evaluation Item | Result | Independent | |||||||
| The CPA has no direct or significant indirect financial interest relationship with the Company. |
Yes | Yes | |||||||
| The CPA has no financing or guarantees with the Company or the 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 that has been provided to the Company. |
Yes | Yes | |||||||
| The CPA has no intermediation of stocks or other securities issued by the Company. |
Yes | Yes | |||||||
| The CPA has not acted 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 people who have a significant influence on the audit matters. |
Yes | Yes | |||||||
| Does the CPA haveregular rotation | Yes | Yes | |||||||
| Note 2: AQIs | |||||||||
| Aspect | No | Indicator |
Definition | ||||||
| Professionalism | 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? |
- 35 -
| 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 | 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 professional audit 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. |
- 36 -
| Evaluation Item | 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 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, Risk Management Committee, Sustainability Development Committee, 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 the Board of Directors. 7. Other matters are set out in the Company's Articles of Incorporation or contract. The business execution status for FY 2024 is 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 5 Board meetings, 4 Audit Committee meetings, 2 Remuneration Committee meetings, and 1 Risk Management Committee meetings were held in FY 2024, 2. Convene the annual general meeting (AGM) in accordance with laws and regulations: Handle matters related to the shareholders' meeting. The 2024 AGM was held on May 22, 2024. 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. 4. 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 andregulations. |
None |
- 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 | |||||
| 5. Assist in arranging continuing education and training courses for directors and ensure that all directors have completed at least 6 hours of training. For the details regarding relevant training, please refer to mops. 6. 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 2024, all directors and managerial 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 22, 2024. 8. The Board meeting and the performance review for functional committees’ members for FY 2024 have been reviewed by the Remuneration Committee and discussed by the Board of Directors on February 26, 2025. Implementation status of continuing education/ training for FY 2024 Date Training Unit Course Title Number of TrainingHours 2024.5.3 Securities and FuturesInstitute Sustainability Disclosure Practice Workshop 9 2024.5.8 Taiwan Corporate Governance Association ESG Governance Perspectives – From Knowledge to Action 3 2024.8.7 Taiwan Corporate Governance Association Trends in ESG Reporting and the Business Implications of Information Disclosure 3 2024.9.25 The Institute of Internal Auditors-Chinese Taiwan Information Governance and Internal Controls (Personal Data, Trade Secret Protection, and Artificial Intelligence) 6 2024.9.26 The Institute of Internal Auditors-Chinese Taiwan "Cybersecurity" and "Cloud Security" Audit Practices Seminar 6 |
|||||||
| Date | Training Unit | Course Title | Number of TrainingHours |
||||
| 2024.5.3 | Securities and FuturesInstitute |
Sustainability Disclosure Practice Workshop |
9 | ||||
| 2024.5.8 | Taiwan Corporate Governance Association |
ESG Governance Perspectives – From Knowledge to Action |
3 | ||||
| 2024.8.7 | Taiwan Corporate Governance Association |
Trends in ESG Reporting and the Business Implications of Information Disclosure |
3 | ||||
| 2024.9.25 | The Institute of Internal Auditors-Chinese Taiwan |
Information Governance and Internal Controls (Personal Data, Trade Secret Protection, and Artificial Intelligence) |
6 | ||||
| 2024.9.26 | The Institute of Internal Auditors-Chinese Taiwan |
"Cybersecurity" and "Cloud Security" Audit Practices Seminar |
6 | ||||
-
38 -
-
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?
To fulfill our corporate social responsibility and emphasize stakeholders’ communication, the company has established transparent and efficient channels for stakeholders’ engagement. We integrate stakeholders’ feedback into our management policies and operational activities to achieve the goal of sustainable development. In alignment with the AA1000 Stakeholders Engagement Standard (AA1000 SES), the company has defined its key stakeholders based on the five principles: Accountability, Influence, Tension, Diversity of Perspectives, and Dependency.
Through stakeholders’ identification survey, we have identified five primary stakeholders’ groups: employees, customers, suppliers, government agencies, and shareholders/investors. In order to foster strong communication with stakeholders, the company employs diverse channels and mechanisms to listen to, understand, and respond to their needs. Through continuous engagement and dialogue, we aim to create shared value, enhance mutual benefits, and build lasting trust.
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 13, 2024. (The communication with each stakeholder group is detailed on the following page.)
- 39 -
The company’s regular communication with stakeholders
1.Role of stakeholders: Employee
| Communication | Frequency of | |||
|---|---|---|---|---|
| Significance to the Company | Issues of Concern | Communication Outcomes and Responses | ||
| Channels | Communication |
|||
| Employees are the company’s most valuable assets and key partners in sustainable development. In addition to safeguarding their labor rights and providing a healthy and safe working environment, the company also fosters a workplace culture of respect and care. We aim to attract top talent, encourage employees to excel in their professional fields and support their continuous enhancements. Together with our employees, we strive for higher growth and create greater operational performance. |
• Employee care and labor protection • Talent appointment and retention • Occupational health and safety • Human rights • Business strategy and economic performance • Corporate governance |
Labor-management meeting |
Quarterly | 4 labor-management meetings were convened in 2024. |
| Performance evaluation | Biannually |
2performance evaluations were conducted in 2024. | ||
| Health checkups | Annually | To secure employees’ health and safety, a free health checkup was provided to all employees in 2024. |
||
| On-site health services | Monthly | On-site health services were conducted monthly by medical professionals. To safeguard employees’ health,12 on-site health services were organized in 2024. |
||
| Internal/external training programs |
Monthly/ Occasionally |
Internal training programs were provided on a monthly basis, covering topics such as biotechnology expertise, quality management, regulatory compliance, and occupational safety. In 2024, a total of 24 internal training sessions were conducted, accumulating 570 training hours. In addition, external training courses were provided based on job requirements or continuing education regulations, including areas such as auditing, accounting, and corporate governance. In 2024,there was a total of 89 external traininghours. |
||
| Employee welfare committee |
Occasionally | The company established an Employee Welfare Committee to coordinate various employee benefits. Annual budgets and subsidy plans are formulated so that activities can be organized occasionally to express appreciation and foster team spirit (e.g., year-end banquets, departmental gatherings, and holiday celebrations). The company also provides seasonal gifts or vouchers, various allowances,and free coffee and beverages,amongother benefits. |
||
| Employee communication mechanisms |
In real-time | Multiple communication channels (e.g., phone, email, in-person meetings) and various types of meetings are available for employees to express suggestions or raise concerns. In 2024, no complaints or reportingcases were received. |
||
| Company Website, EIP, and Internal Announcements |
Occasionally |
• The company has established workplace regulations and personnel policies to protect employee rights and ensure compliance. Leave policies exceeding the requirements of the Labor Standards Act are also in place. • According to Article 24 of the company’s Articles of Incorporation: “If the company generates profit in a given year (defined as pre-tax earnings before deducting employee and director remuneration allocations), no less than 1% shall be allocated as employee compensation, and no more than 3% as director compensation.” In 2024, the company allocated 4.2% of the profits as employee compensation, amounting to NT$3,235,100. This allows employees to share in the company's operational achievements through salaries and bonuses. |
- 40 -
2.Role of stakeholders: Clients
| Communication | Frequency of | |||
|---|---|---|---|---|
| Significance to the Company | Issues of Concern | Communication Outcomes and Responses |
||
| Channels | Communication | |||
| Clients are key partners in the company’s pursuit of sustainable development. By grasping industry trends and continually investing in innovation, Abnova listens to customer needs and is committed to delivering high-quality, professional, and diversified products and services. Together with our customers, we aim to build a sustainable future. |
~~•~~Product quality and safety • Information security and privacy protection • Product development, innovation, and green technologies • Business strategy and Economic performance • Corporate governance |
Customer satisfaction surveys |
Annually |
As the company is committed to fulfilling clients’ needs, customer satisfaction surveys are regularly conducted for direct sales and distribution clients. The results serve as a basis for internal improvements aimed at enhancing customer satisfaction and increasing repurchase rates. In 2024, the company conducted a customer satisfaction survey for direct-sale and distribution clients, achieving an overall satisfaction rate of 100%, with 94.6% satisfaction with products and services and 96.2% satisfaction with our website. |
| Personal data protection policy and personal data inventory |
Annually |
Guidelines for personal data protection are established to safeguard customer privacy and rights. Each department conducts an annual personal data inventory, and the Legal Affairs Office conducts regular training sessions. In 2024, we held a training session on personal data protection. |
||
| Customer service department, technical support, customer complaint mailbox |
Monthly |
Customer inquiries and complaints are handled by a dedicated team. Monthly analyses and reviews of complaint cases are conducted to better understand customer needs and are used as a reference for product optimization. |
||
| Company website | In real-time |
The company launched a new official website, offering more user-friendly product search and ordering functions. New products and promotional offers are released from time to time to enrich the customer’spurchase experience. |
||
| Domestic and international biomedical exhibitions |
Occasionally |
After the pandemic, the company actively participated in domestic and international biotech and medical exhibitions. These events not only allowed us to engage closely with clients but also to understand more about industry trends and the latest technological developments. In 2024 the company participated in 6 domestic and international biotech and medical exhibitions. |
3.Role of stakeholders: Suppliers
| Communication | Frequency of | |||
|---|---|---|---|---|
| Significance to the Company | Issues of Concern | Communication Outcomes and Responses |
||
| Channels | Communication | |||
| Suppliers are important partners in supporting our sustainable business. We strive for mutual trust and close collaboration through fair and transparent cooperation, aiming for shared growth and prosperity. |
Supply chain management | Procurement Department & stakeholder mailbox |
In real-time | The Procurement Department is established to manage daily communication with suppliers, provide feedback on supplier evaluation results, and oversee follow-up improvement actions. |
| Supplier selection policy & procurement contracts |
Occasionally | A classification system is implemented for raw material suppliers to select the qualified candidates. Procurement contracts are signed with key suppliers. |
||
| Supplier evaluation | Biannually | Regular supplier evaluations are conducted to ensure that the quality of products and services meets the company’s standards. In 2024, a total of two supplier evaluations were conducted. |
- 41 -
4.Role of stakeholders: Government Agencies
| Communication | Frequency of | |||
|---|---|---|---|---|
| Significance to the Company | Issues of Concern | Communication Outcomes and Responses |
||
| Channels | Communication | |||
| The company closely follows the latest regulatory developments, aligns with government policies, and complies with relevant laws and regulations. We maintain smooth communication with government agencies for the positive development of the company and the industry. |
• Corporate governance • Regulation compliance • Information security and privacy protection • Business strategy and economic performance |
the Market Observation Post System (MOPS), the company website, policy and regulation briefings/forums, Taiwan Stock Exchange (TWSE) Survey System, email andphone |
In real-time |
Each business unit has designated contact personnel to ensure smooth communication with the competent authority. The company also proactively keeps up to date with regulatory changes and promptly adjusts internal control systems and operating procedures as needed. |
| Supervisory and auditing activities conducted with the competent authority |
Regularly and occasionally |
The company cooperates fully with the competent authority to carry out supervisory and review processes. |
||
| Official Electronic documents and email |
In real-time |
The company receives and processes official electronic documents and emails daily, ensuring compliance with deadlines and execution of tasks as instructed bythe competent authority. |
5.Role of stakeholders: Shareholders/Investors
| Communication | Frequency of | |||
|---|---|---|---|---|
| Significance to the Company | Issues of Concern | Communication Outcomes and Responses |
||
| Channels | Communication | |||
| Shareholders and investors are key pillars of an enterprise's growth. The company is committed to the transparent and fair disclosure of material, financial, and operational information, as well as future strategies, to showcase its achievements and earn continued support from shareholders and investors. |
•Corporate governance •Business strategy and economic performance •Risk control and management |
Shareholders’ Meeting | Annually | The company convenes shareholders’ meetings to report on operational performance and discuss proposals with shareholders. |
| Investor conference | At least once per year |
In 2024, the company held two investor conferences to provide shareholders and investors with an overview of its financial and operational status, as well as to outline future development strategies. The company actively engaged with investors and addressed their questions. |
||
| Spokesperson, company website, and investors’ mailbox |
In real-time | A spokesperson and deputy spokesperson have been designated, and an investor relations mailbox is available to address investor concerns. |
||
| Agent for stock affairs -KGI Securities |
Occasionally | KGI Securities has been appointed as the company’s Agent to handle stock affairs. | ||
| the Market Observation Post System(MOPS) |
Regularly and occasionally |
All financial, operational, and material information is disclosed through the Market Observation Post System(MOPS). In 2024,the company published 16 material announcements. |
- 42 -
| Evaluation Item | Implementation Status | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
||
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| 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 theprescribed 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 2024 on February 26, 2025, 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 of 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 holds 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. (3) Supplier relations: The Company has established "Supplier Management Procedures" and "Procurement Management Procedures" to carefully select business partners and suppliers who emphasize the stability of product quality and price reasonableness and establish long- |
None |
- 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 | ||||
| term collaborations with suppliers based on mutual trust and mutual benefit, achieving a win-win situation. (4) Rights of stakeholders: The Company maintains open-air 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 2024, all directors attended more than 6 hours of continuing education/training courses. The number of hours of continuing education/training courses for all directors complies with the legal requirement. The directors’training records are as follows: 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 Jin Jun Taiwan Corporate Governance Association ESG Governance Perspectives – From Knowledge to Action (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 Trends in ESG Reporting and the Business Implications of Information Disclosure (3 hours) |
||||||
| 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 Jin Jun |
Taiwan Corporate Governance Association |
ESG Governance Perspectives – From Knowledge to Action (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 |
Trends in ESG Reporting and the Business Implications of Information Disclosure (3 hours) |
- 44 -
| Evaluation Item | Implementation Status | Implementation Status | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|||
|---|---|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||||
| Representative of China Wire & Cable Co. Ltd, Chen Yueh Hung |
Securities & Futures Institute | 2024 Internal Trading Prevention Awareness Campaign (3 hours) |
||||
| 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) (1) The corporate governance evaluation results for the Company in FY 2023 indicate did not meet the requirement of "holding at least two investor meetings per year and disclosing at least two complete meeting video links." However, improvements were made in 2024, during which two investor meetings were held (on May 30, 2024, and November 21, 2024), and the complete video links for each meeting were disclosed on the Company's website and the Market Observation Post System (MOPS). (2) The corporate governance evaluation results for the Company in FY 2023 indicate that no additional functional committees beyond those required by law have been established. The Company established a Risk Management Committee on May 8, 2024, with three independent directors serving as committee members. (3) The corporate governance evaluation results for the Company in FY 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 uploaded the English annual financial report to the Market Observation Post System 16 days prior to the 2024 Annual General Meeting of Shareholders. (The meeting date was May 22, 2024, and the English annual financial report was uploaded on May 2, 2024). (4) The corporate governance evaluation results for the Company in the most recent fiscal year (2024) indicate that no functional committees beyond those required by law were established. However, the company established a Sustainability Development Committee on February 26, 2025, with three independent directors serving as committee members. (5) The corporate governance evaluation results for the Company in the most recent fiscal year (2024) indicate that the sustainability report had not yet been submitted to the board for approval. The company prepareditsfirst sustainabilityreportin 2024and plans to submitit to the boardforapproval in 2025. |
-
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)
-
(1) The corporate governance evaluation results for the Company in FY 2023 indicate did not meet the requirement of "holding at least two investor meetings per year and disclosing at least two complete meeting video links." However, improvements were made in 2024, during which two investor meetings were held (on May 30, 2024, and November 21, 2024), and the complete video links for each meeting were disclosed on the Company's website and the Market Observation Post System (MOPS).
-
(2) The corporate governance evaluation results for the Company in FY 2023 indicate that no additional functional committees beyond those required by law have been established. The Company established a Risk Management Committee on May 8, 2024, with three independent directors serving as committee members.
-
(3) The corporate governance evaluation results for the Company in FY 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 uploaded the English annual financial report to the Market Observation Post System 16 days prior to the 2024 Annual General Meeting of Shareholders. (The meeting date was May 22, 2024, and the English annual financial report was uploaded on May 2, 2024).
-
(4) The corporate governance evaluation results for the Company in the most recent fiscal year (2024) indicate that no functional committees beyond those required by law were established. However, the company established a Sustainability Development Committee on February 26, 2025, with three independent directors serving as committee members.
-
(5) The corporate governance evaluation results for the Company in the most recent fiscal year (2024) indicate that the sustainability report had not yet been submitted to the board for approval. The company prepared its first sustainability report in 2024 and plans to submit it to the board for approval in 2025.
-
45 -
2.3.4 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 10, Appendix - Disclosure of Professional Qualifications of Directors and Independence Analysis of Independent Directors.
(2) Attendance of Members at Remuneration Committee Meetings
-
There are three members of the Remuneration Committee.
-
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 2024). The attendance record of the Remuneration Committee members was as follows:
| Title | Title | Name | Attendance in Person(B) |
By Proxy | By Proxy | Attendance Rate (%) (B/A) |
Remarks | ||
|---|---|---|---|---|---|---|---|---|---|
| Convener | Cha Anna | 2 | 0 | 100% | None | ||||
| Committee Member |
Ye Shao De | 2 | 0 | 100% | None | ||||
| Committee Member |
Su Jin Jun | 2 | 0 | 100% | None | ||||
| Other mentionable items: The state of operations of Remuneration Committee in FY 2024 |
|||||||||
| The state of | |||||||||
| The Company’s | |||||||||
| Date of | Results of Remuneration | Response to the |
|||||||
| Major Resolutions | |||||||||
| Meeting | Committee's Resolution | Remuneration |
|||||||
| Committee’s Opinion | |||||||||
| Presented to the Board | |||||||||
| 2024.2.20 | The resolution is passed |
of Directors, the |
|||||||
| 1. To discuss the allocation of compensation for | |||||||||
| 5th Session, | with no objection by all |
resolution is passed |
|||||||
employees and directors for FY 2023. |
|||||||||
| 4th Meeting | attending members. |
with no objection by all |
|||||||
| attending directors. | |||||||||
| Presented to the Board | |||||||||
| 1. To discuss the remuneration for the directors and | |||||||||
| 2024.11.13 | The resolution is passed |
of Directors, the |
|||||||
| managerial personnels for FY 2025. | |||||||||
| 5th Session, | with no objection by all |
resolution is passed |
|||||||
2. To discuss the distribution of year-end bonus for the |
|||||||||
| 5th Meeting | attending members. |
with no objection by all |
|||||||
chairman and managerial personnels for FY 2024. |
|||||||||
| attendingdirectors. | |||||||||
- 46 -
2.3.5 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? |
|
In alignment with the Company's vision and mission for sustainable development, the Board of Directors serves as the highest decision-making authority on sustainability-related matters. On February 26, 2025, the Company established a "Sustainability Development Committee," composed of three independent directors, to assist the Board in overseeing environmental, social, and governance (ESG) issues. Additionally, a "Sustainability Project Team" was formed, with the Chairman serving as the highest responsible officer. The Chairman's office is the driving unit, working with senior executives from various fields to review the Company's core operational capabilities and develop sustainability plans. The "Sustainability Project Team" acts as a cross-departmental communication platform for vertical integration and horizontal coordination. The team is divided into five functional sub-groups: the Environmental Sustainability Group, Social Responsibility Group, Corporate Governance Group, Risk Management Group, and Information Security Group. These groups identify sustainability issues that are critical to the Company's operations and of concern to stakeholders. They formulate response strategies and work guidelines, determine the resources and plans required by various departments, and drive their implementation. The team also tracks operational effectiveness to ensure that sustainability strategies are fully integrated into the Company’s daily operations. The key points of the Sustainability Project Team meeting for the year 2024 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 Project Team 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 13, 2024. 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 20, 2024, May 8, 2024, August 7, 2024, and November 13, 2024. The Board of Directors' oversight of sustainability development: The Board of Directors has heard the sustainability report by the Committee at least once a year to review the relevant execution content and direction. The Board of Directors continues to monitor the risks and opportunities associated with climate change. It reviews quarterly progress reports on the implementation of greenhouse gas inventory and verification to ensure effective tracking of progress. To strengthen corporate governance and the role of the Board of Directors, the Board established a Risk Management Committee in 2024 and a Sustainability Development Committee in 2025. 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 |
|
| 2. Does the company establish exclusively (or concurrently) dedicated first-line managers authorized by the board to beincharge of |
|
This disclosure covers the sustainable business performance from January to December 2024, with the boundary of risk assessment mainly focused on the Company, including the Japan and Taiwan subsidiaries. The Company conductsits analysis based onthemateriality principle outlinedinthe sustainabilityreport, engagingin |
None |
- 47 -
| 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 | ||||
| proposing the corporate social responsibility policies and reporting to the board? |
communication with internal and external stakeholders. A "Material Topics Impact Assessment Questionnaire" is completed and statistically analyzed. The Company also reviews domestic and international research reports, literature, and integrates evaluation data from various departments and subsidiaries to assess sustainability issues of material significance. Based on this, the Company formulates effective risk management policies and procedures for identifying, measuring, evaluating, monitoring, and controlling risks, along with concrete action plans to mitigate the impact of related risks. Based on the assessed risks, the following risk management policies or strategies are formulated: Issues Risk Assessment Item Risk Management Strategy Environmental 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. 4.The Company, based on the "Task Force on Climate-related Financial Disclosures (TCFD)" framework, has established a cross-departmental Sustainability Project Team to identify potential climate-related risks and opportunities. The team has identified the three most critical transition risks, two physical risks, and two opportunities. Social Product safety Community Development Community Welfare 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 Department, providing customers with professional consultation and after-sales services. The Company emphases on customer satisfaction. 4. Abnova values community development, with its community engagement scope covering its operational locations, including the Taipei headquarters and the |
|||||
| Issues | Risk Assessment Item | Risk Management Strategy | ||||
| Environmental | 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. 4.The Company, based on the "Task Force on Climate-related Financial Disclosures (TCFD)" framework, has established a cross-departmental Sustainability Project Team to identify potential climate-related risks and opportunities. The team has identified the three most critical transition risks, two physical risks, and two opportunities. |
||||
| Social | Product safety Community Development Community Welfare |
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 Department, providing customers with professional consultation and after-sales services. The Company emphases on customer satisfaction. 4. Abnova values community development, with its community engagement scope covering its operational locations, including the Taipei headquarters and the |
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| Evaluation Item | Implementation Status | Implementation Status | Implementation Status | Implementation Status | Implementation Status | Implementation Status | Deviations from “the Corporate Social Responsibility Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||||||||||
| Zhongli Qingpu plant. The company aims to enhance local employment opportunities by hiring talent from the areas where it operates, establishing a direct connection with the local community and promoting regional prosperity. In addition, in support of domestic cultural development, Abnova has set up an art corridor within the company to display oil paintings and watercolors by local artists, bridging the gap between employees and art, while also creating a pleasant work environment. Items Allocate Resources Results Number of People Reached or Target Audience Social Impact Employme nt of Local Workforce Providing Community Job Opportunities In 2024, Abnova hired 30 local employees at the Taipei headquarters, with a local employment rate of 93.8%, and 51 local employees at the Zhongli Qingpu plant, with a local employment rate of 83.6%. Abnova currently employs a total of 81 staff members. In response to local government initiatives, Abnova enhances employment rates by offering local job opportunities. This not only helps retain talent but also promotes economic development, strengthens local identity, and achieves mutual prosperity with the community. Abnova Art Corridor Expenditure related to the artwork exhibition is approximately NT$25,000. The art corridor provides employees with a work environment enriched with artistic and cultural ambiance, offering a visually soothing experience that helps relieve stress and enhance Abnova employs 90 staff members, with approximatel y 50 customers, suppliers, and guests regularly visiting. In support of domestic cultural development, the company showcases oil paintings, watercolors, and other art pieces, attracting appreciation and emotional connection from its audience towards art. |
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| Items | Allocate Resources |
Results | Number of People Reached or Target Audience |
Social Impact | ||||||||
| Employme nt of Local Workforce |
Providing Community Job Opportunities |
In 2024, Abnova hired 30 local employees at the Taipei headquarters, with a local employment rate of 93.8%, and 51 local employees at the Zhongli Qingpu plant, with a local employment rate of 83.6%. |
Abnova currently employs a total of 81 staff members. |
In response to local government initiatives, Abnova enhances employment rates by offering local job opportunities. This not only helps retain talent but also promotes economic development, strengthens local identity, and achieves mutual prosperity with the community. |
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| Abnova Art Corridor |
Expenditure related to the artwork exhibition is approximately NT$25,000. |
The art corridor provides employees with a work environment enriched with artistic and cultural ambiance, offering a visually soothing experience that helps relieve stress and enhance |
Abnova employs 90 staff members, with approximatel y 50 customers, suppliers, and guests regularly visiting. |
In support of domestic cultural development, the company showcases oil paintings, watercolors, and other art pieces, attracting appreciation and emotional connection from its audience towards art. |
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| 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 | ||||||||||
| enjoyment, while also improving employees' aesthetic literacy. 5. Abnova is dedicated to promoting social welfare activities, giving back to the community with a caring heart, and supporting disadvantaged social groups. Activities Allocate Resources Results Number of People Reached or Target Audience Social Impact Full Moon, Full Circle – Supporting Vulnerable Groups Mid-Autumn Festival gifts chosen were "ESG Carbon Neutral & Public Welfare" gift boxes, with a procurement amount of NT$13,000 The company selected the industry's first carbon- neutral Mid- Autumn gift box packaging and participated in a public welfare initiative, donating NT$10 for every gift box sold to the Chinese Taipei Association for Autism, working together to support a charitable cause. Approximatel y 20 vendors and customers By selecting vendors that emphasize the ESG spirit, this initiative helps promote greater corporate and organizational awareness of sustainability issues. It also increases the income of vulnerable groups through public welfare activities, gaining more social support and strength. Reading Sharing Program – Donating Books to Children in Remote Employees responded by donating books, with approximatel y dozens of books Abnova employees donated dozens of books, sharing written Dozens of children received the donated books Knowledge is power. Many children in Taiwan's remote areas lack sufficient reading resources. Through |
enjoyment, while also improving employees' aesthetic literacy. |
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| 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 | |||||||||||
| Areas | collected | knowledge from their personal collections with children in remote areas of Taiwan, allowing them to enjoy the joy of reading and encouraging a positive learning atmosphere. |
Abnova's internal book donation initiative, employees were encouraged to participate in the reading sharing program, donating good books to pass on knowledge and show seeds of hope for the next generation. |
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| Corporate governance |
Legal compliance Strengthening 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 insurance coverage for FY 2024 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 22, 2024. 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 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 is responsible for external communication. |
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| 3. Environmental issues (1) Does the company establish proper environmental management systems based on |
|
(1) In response to the increasingly severe environmental and climate issues, as well as the continuous revision and improvement ofgovernment environmental regulations,the Companyadheres to relevantgovernment environmental |
No major deviation |
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| Evaluation Item | Implementation Status | Deviations from “the Corporate Social Responsibility Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
||
|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||
| the characteristics of their industries? | laws and regulations (e.g., Air Pollution Control Act, Water Pollution Control Act, Waste Management Act, Toxic Chemical Substances Control Act, etc.). Based on industry characteristics and operational needs, the Company has established various environmental management systems, including the "Environmental Assessment Management Procedure," "Manufacturing Operations Environmental Management Procedure," "Facilities and Environmental Management Guidelines," "Toxic Substances Operational Management Standards," "Waste Disposal Procedures," and others. Additionally, the Company employs access control systems, internal inspection management, and monitoring systems to effectively prevent environmental pollution and ensure environmental management and protection. The Company has an Environmental Safety Department (ESD), responsible for the implementation and consultation of environmental protection, occupational safety, and health-related matters. The following environmental management initiatives were completed by the Company in 2024: ˙The Company outsourced 4 environmental monitoring audits: The Zhongli Qingpu plant audits were conducted on June 17, 2024, and December 9, 2024, while the Taipei audits took place on June 11, 2024, and December 12, 2024. The monitoring results were satisfactory, with no major deficiencies or abnormalities reported. ˙The company has commissioned a qualified testing firm to conduct semi-annual inspections of the high- and low- voltage power equipment at the Zhongli Qingpu Plant. The inspections were carried out on January 6 and July 17, 2024, with all results deemed satisfactory. The findings have been duly submitted to the relevant regulatory authorities for record-keeping in accordance with applicable regulations. ˙Environmental monitoring facilities were installed, and in the event of an anomaly, immediate alerts are triggered, and personnel are notified. For example, temperature monitoring of refrigeration equipment, CO2 concentration monitoring, and smoke detection monitoring. In 2024, there was only one instance of abnormal temperature due to a refrigeration compressor failure. Backup equipment was promptly activated, and no damage occurred. No other environmental monitoring items experienced abnormal events. ˙In terms of energy conservation and carbon reduction, measures such as temperature control, energy-saving mechanisms, replacing high-energy-consuming equipment, and selecting energy-efficient models were implemented to effectively save electricity and reduce greenhouse gas emissions. In 2024, the Company's electricity consumption decreased by 114,356 kWh (a reduction of 6.1%) compared to 2023. The greenhouse gas emissions in 2024 were reduced by 6.35% compared to 2023. ˙In waste management, the Company promotes the reuse of resources or waste that can still be used, to avoid resource wastage and reduce the amount of waste generated. In 2024, the waste volume decreased by 18.08% compared to 2023, and packaging material usage was reduced by 5%. ˙No environmental-related penalties or fines were incurred in 2024. |
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| 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 endeavor to utilize all resources more efficiently and use renewable materials which have low impact on the environment? (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? |
|
(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 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 lead to global resource shortages, transportation disruptions, or impacts on living conditions, which could result in increased operational costs for businesses. In response to the growing global focus on climate change, the Company’s dedicated Environmental Safety Department continuously monitors updates to environmental regulations and ensures that the Company's operating procedures and policies are promptly revised to remain in compliance with legal requirements. The assessment of climate change-related risks and opportunities for the merged company, along with corresponding mitigation measures, is presented in this annual report under section2.3.6 Climate-Related Information of TWSE/TPEx Listed Company (4) 1. Greenhouse Gas Emissions: Scope of Data Coverage: The greenhouse gas (GHG) emissions data cover all operational sites ofAbnova, including the Taipei headquarters and the Zhongli Qingpu Plant. As the merged subsidiaries do not have substantive operational sites or employees, no GHG emissions are generated. In 2024, the merged company completed the verification of Scope 1 and Scope 2 GHG emissions,with 2024 designated as the baseyear: Item FY 2024 FY 2023 Greenhouse Gas Emissions - Scope 1 24.55 mt of CO₂e 26.83 mt of CO₂e Greenhouse Gas Emissions - Scope 2 869.34 mt of CO₂e 927.70 mt of CO₂e Emissionper Unit of Revenue(Note 1) 2.52 mt of CO₂e / million NTD 2.50 mt of CO₂e / million NTD Note 1: The calculation is based on the consolidated company's greenhouse gas emissions - Scope 1 and Scope 2, divided by the consolidated company's revenue (in millions of NTD). Note 2: The greenhouse gas (GHG) emissions data have been self-assessed by the Company and have not yet been verified by a third party. (2) GHG reduction targets: Achieve a GHG emission reduction of more than 1% per year. (3) GHG Reduction Management Policy: A. Gradually complete internal inventory and external verification according to the GHG inventory and verification plan formulated by the Company. B. The Company's largest source of greenhouse gas emissions is Scope 2, which pertains to purchased electricity. As part of our emission reduction strategy,weplan tograduallyreplace energy-intensive equipment with energy- |
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| Evaluation Item | Implementation Status | Deviations from “the Corporate Social Responsibility Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
||
|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||
| efficient models during the equipment replacement process. This initiative aims to reduce electricity consumption and minimize associated greenhouse gas emissions, contributing to the Company's overall sustainability goals. C. Replace energy-saving LED light fixtures throughout the company and in public areas. D. 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. (4) Achievement of GHG reduction targets: In 2024, GHG emissions have reduced by 6.35% compared with 2023, achieving the goal of GHG emission reduction by more than 1%. 2. Water Usage and Waste Scope of Data Coverage: The water consumption and waste generation data for 2024 cover all operational sites ofAbnova, including the Taipei headquarters and the Zhongli Qingpu Plant. As the merged subsidiaries do not have substantive operational sites or employees, no water consumption or waste generation is recorded. The year 2024 is designated as the base year. (1)The water usage and waste data for the last twoyears are summarized as follows: item FY 2024 FY 2023 Water consumption 4,775 m³ 5,274 m³ Waste (Note1) 5.30 mt 6.47 mt (Note 1)All waste generated by the Company is classified as non-hazardous waste. (Note 2) The water used by the consolidated company is sourced from the Taiwan Water Corporation, and no groundwater or other water sources are used. (2) The Company aims to achieve the following water usage and waste reduction targets: • Water Usage: Reduce water consumption by more than 1% annually, with a target of a 10% reduction by 2030 (using 2024 as the base year). • Other Waste: Reduce the amount of other waste by more than 1% annually, with a target of a 10% reduction by 2030 (using 2024 as the base year). (3) Water Usage and Waste Reduction Management Policy: A. In recent years, climate change has indirectly altered water cycles and precipitation patterns. The Company is committed to the conservation and management of water resources. In addition to promoting water-saving awareness among employees, we have implemented water-saving initiatives, including the installation of water- saving devices in our water supply facilities. We also strive to maximize the efficiency of available water resources,ensuringoptimal usage. |
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| Evaluation Item | Implementation Status | Deviations from “the Corporate Social Responsibility Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
||
|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||
| B. 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. C. The Company offers shareholders an electronic notification service for dividend distribution to reduce paper mailings, thereby practicing sustainability and environmental protection. D. The Company has implemented electronic signature systems, human resource management systems, and internal management reporting tools, effectively reducing paper-based operations. As a result, the amount of paper purchased in 2024 decreased by 16.4% compared to 2023. (4) Achievement of reduction target • In 2024, water consumption decreased by 9.46% compared to 2023, successfully achieving the target of a reduction of more than 1%. • In 2024, waste generation decreased by 18.08% compared to 2023, successfully achieving the target of a reduction of more than 1%. |
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| 4. Social issues (1) Does the company formulate appropriate management policies and procedures according to relevant regulations and the International Bill of Human Rights? |
| No major deviation |
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| (1) To affirm the company’s commitment to respecting human rights, Abnova complies with relevant regulations such as | ||||
the “Labor Standards Act” and the “Gender Equality in Employment Act”, and has established a “Human Rights |
||||
Policy”, which has been approved by the Board of Directors and publicly announced afterwards. This policy serves as |
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the highest guiding principle for Abnova’s human rights governance. The company recognizes and supports the |
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principles and spirit set forth in various international human rights conventions, including the “Universal Declaration |
||||
of Human Rights”, the “United Nations Global Compact”, and the “International Labour Conventions.” Based on these |
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frameworks, Abnova has formulated its workplace rules, personnel management regulations, and Human Rights Policy |
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to safeguard the fundamental rights of employees and stakeholders, thereby achieving its sustainability mission and |
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goals. The full Human Rights Policy is available on the Abnova company website under the "Stakeholder" section. |
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| Human Rights Due Diligence Process: To fulfill its human rights commitments, the company has established a Human Rights Due Diligence Procedure. Each year, the Sustainability Task Force conducts regular meetings and issues surveys, as well as using other methods to address human rights-related issues. These processes review the company’s operations, employee appointments, value chains, new business undertakings (such as mergers and joint ventures), and other related activities. Then, the company identifies and assesses potentially affected groups and potential human rights issues and also continues to supervise management policies and effectiveness of implementation. Five major steps in Human Rights Due Diligence Process 1. Formulating the Human Rights Policy: To fulfill its corporate social responsibility and uphold human rights protection, the company has established a “Human Rights Policy”, which was approved by the Board of Directors on November 8, 2023, and an announcement was subsequently issued. The policy aims to prevent human rights violations by assessing the impact of the company’s |
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| 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 | ||||
| business activities and internal management on human rights, and by establishing appropriate procedures for handling potential issues. 2. Identifying Human Rights Risks: Members of the Sustainability Task Force identify relevant human rights issues (e.g., occupational health and safety, unequal treatment, discrimination) and determine the applicable subjects. 3. Risk Assessment and Analysis: The company assesses risky human rights issues and subjects, analyzing the severity and extent of potential impacts. 4. Developing related management measures: Based on the risk assessment results, the company reviews all relevant human rights items and formulates risk mitigation measures and remedial mechanisms. 5. Monitoring and Improvement: If any faults are found, corrective actions are implemented. The company continuously monitors the progress of improvements and evaluates their effectiveness. Based on the human rights due diligence investigation conducted in 2024, the company has formulated the following human rights management policies and specific action plans. No major faults were identified during the year, and no penalties were incurred for violations of human rights-related regulations. Human Rights Management Policies Concrete Solutions Occupational health and safety The company passed ISO 9001 certification and outsourced environmental monitoring inspections in 2024. Both the Zhongli Qingpu Plant and the Taipei Neihu Plant underwent two inspections. No major faults or abnormalities were found, and this ensures a safe, healthy, and comfortable working environment for employees. The company provides all employees with one free annual health check-up to show care for their health and well-being. Fire drills and lectures are held regularly every six months. Eliminating unlawful discrimination and ensuring workplace equality In line with the company’s regulations on personnel matters, such as “Human Rights Policy” and “Work Regulations,” we prohibit any form of discrimination or differential treatment based on race, language, religion, political affiliation, nationality, gender, sexual orientation, age, marital status, or appearance. We are committed to safeguarding employees' workplace rights and providing a respectable and equal workplace environment. Prohibiting forced labor and compliance with local labor laws and regulations The company adheres strictly to labor laws and regulations. According to the “Human Rights Policy” and “Work Regulations” of the company, no form of slavery or coercion is allowed to force employees into involuntary labor. Leave policies superior to the Labor Standards Act are also offered, including three days of paid sick leave every year. Supporting employee well- being and work-life balance The company implements a vacation system to encourage work-life balance, emphasizing the harmonious balance between work and life. |
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| Human Rights Management Policies |
Concrete Solutions |
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| Occupational health and safety |
The company passed ISO 9001 certification and outsourced environmental monitoring inspections in 2024. Both the Zhongli Qingpu Plant and the Taipei Neihu Plant underwent two inspections. No major faults or abnormalities were found, and this ensures a safe, healthy, and comfortable working environment for employees. The company provides all employees with one free annual health check-up to show care for their health and well-being. Fire drills and lectures are held regularly every six months. |
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| Eliminating unlawful discrimination and ensuring workplace equality |
In line with the company’s regulations on personnel matters, such as “Human Rights Policy” and “Work Regulations,” we prohibit any form of discrimination or differential treatment based on race, language, religion, political affiliation, nationality, gender, sexual orientation, age, marital status, or appearance. We are committed to safeguarding employees' workplace rights and providing a respectable and equal workplace environment. |
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| Prohibiting forced labor and compliance with local labor laws and regulations |
The company adheres strictly to labor laws and regulations. According to the “Human Rights Policy” and “Work Regulations” of the company, no form of slavery or coercion is allowed to force employees into involuntary labor. Leave policies superior to the Labor Standards Act are also offered, including three days of paid sick leave every year. |
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| Supporting employee well- being and work-life balance |
The company implements a vacation system to encourage work-life balance, emphasizing the harmonious balance between work and life. |
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| 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 | ||||
| (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? |
| The company offers a variety of welfare benefits and wellness promotion activities, including annual banquets, departmental gatherings, and holiday celebrations to foster a sense of belonging and strengthen relationships among colleagues. The company provides free-of-charge coffee machines, beverage cabinets, and occasional afternoon snacks to employees, creating a warm and pleasant workplace environment. Requiring business partners to uphold laws and regulations related to human rights The company requires all business partners to comply with laws and regulations related to human rights and uphold the fundamental principles of respecting human rights commitments. (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 61.8% Number of female employees out of the total number of managers 53.85% Number of female employees out of the total number of senior executives 57.14% Number of employees aged 21-30 out of the total number of employees 5.26% Number of employees aged 31-40 out of the total number of employees 13.43% Number of employees aged 41-50 out of the total number of employees 33.71% Number of employees aged 51-60 out of the total number of employees 7.87% Number of employees aged 61 and above out of the total number of employees 1.12% Employees who are ROC citizen 100% Employees who are non-ROC citizen 0% The “average” wagegapbetween men and women 11.94% The “median” wagegapbetween men and women 13.94% The Company provides a healthy, safe, and supportive workplace environment that allows employees to fully utilize their skills, grow alongside the Company, and share in its business success. Regarding employee rights and benefits, the following welfare measures are provided: |
The company offers a variety of welfare benefits and wellness promotion activities, including annual banquets, departmental gatherings, and holiday celebrations to foster a sense of belonging and strengthen relationships among colleagues. The company provides free-of-charge coffee machines, beverage cabinets, and occasional afternoon snacks to employees, creating a warm and pleasant workplace environment. |
|||
| Requiring business partners to uphold laws and regulations related to human rights |
The company requires all business partners to comply with laws and regulations related to human rights and uphold the fundamental principles of respecting human rights commitments. |
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| Evaluation Item | Implementation Status | Deviations from “the Corporate Social Responsibility Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
||
|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||
| In addition to statutory leave entitlements, the company provides employees with three days of paid sick leave annually, exceeding the requirements of the Labor Standards Act. Furthermore, employees are granted one day of wedding leave to attend the marriage of their children or siblings. The Company has established an Employee Welfare Committee to regularly organize various activities, provide monetary gifts/ gifts during festival seasons as well as various allowances and subsidies. The Company provides free coffee and beverages. The Company arranges a free health examination once a year. The Company provides group insurance for employees, enhancing work-related protection. The Company cares for the physical and mental well-being of employees by providing monthly on-site health services from professional medical staff, including health management consultations to safeguard employees' health. Additionally, health education seminars are held periodically to provide accurate medical knowledge. The Company provides education and training for new employees, and internal/external training sessions at least once a month for existing employees. In FY 2024, a total of 24 internal training courses are provided. Also, the latest legal information, health education knowledge sharing, etc. are provided from time to time. The Company emphasizes talent cultivation and enhancement of professionalism. The Company has established a policy to appropriately reflect business performance and results in employee remuneration: Articles of Incorporation and Work Rules 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. 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”. To safeguard and support frontline employees, the Board of Directors approved an amendment to the Articles of Incorporation on February 26, 2025, which will be proposed for discussion at the 2025 Annual Shareholders' Meeting. In the event the Company generates a profit (defined as pre-tax income after deducting employee compensation and director remuneration), no less than 1% of the profit will be allocated for employee compensation (of which no less than 0.5% of the profit will be distributed to frontline employees) and no more than 3% will be allocated for director compensation. The definition and scope of frontline employees are as follows: individuals who are not considered "managers" as defined by the Financial Supervisory Commission, and whose salary is lower than the salary level for frontline employees defined under the "Regulations on Salary Increases for Small and Medium Enterprises." Overall Compensation Policy The Company motivates all employees to work together for the growth of the business. Each year, the Company refers to market salary levels, the economic environment, and employee performance to share the business results as follows: (1) In accordance with the Articles of Incorporation, if the Company generates a profit (defined as pre-tax income after |
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| Evaluation Item | Implementation Status | Deviations from “the Corporate Social Responsibility Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
||
|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||
| deducting employee compensation and director remuneration), no less than 1% of the profit will be allocated for employee compensation. In 2024, the actual employee compensation allocation rate was 4.2%, amounting to NT$3,235,100, an increase of NT$1,080,400 compared to NT$2,154,700 in 2023. (2) In accordance with the Work Rules, if there is a surplus for the year, year-end bonuses will be issued. The 2024 year-end bonuses were distributed in January 2025. (3) In accordance with the Company's Performance Management Regulations, two employee performance evaluations are conducted annually, assessing the Company’s operating status and employee performance. In 2024, the average employee salary adjustment was 4.6%. The average employee salary expenses and average employee welfare expenses both grew compared to 2023. (4) Each year, outstanding employees are recognized and awarded medals and bonuses as encouragement. Implementation of the retirement system: Abnova has established a robust retirement system to ensure the financial security of its employees’ post-retirement. The process and conditions for retirement applications are governed by the Company’s "Work Rules" and "Retirement and Suspension Management Regulations". Employees who joined the Company before June 30, 2005 (inclusive) have the option to select the previous pension system. Under this system, the Company contributes monthly to a retirement fund, which is deposited into a designated pension account at Taiwan Bank to protect labor rights. Additionally, a Labor Retirement Fund Supervisory Committee has been established in accordance with legal requirements to oversee the fund's operation and management. The pension contributions are sufficient to cover the retirement benefits for employees who meet retirement eligibility criteria in 2024. For employees who joined the Company on or after July 1, 2005, the Company adheres to government regulations by contributing at least 6% of their monthly salary to the Labor Pension Fund, which is stored in individual accounts managed by the Bureau of Labor Insurance (BLI). Employees may also opt to make additional voluntary contributions to their pension within the 6% monthly salary limit. In 2024, a total of 17 employees voluntarily participated in the pension contribution program, accounting for 18.9% of the workforce. 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 funds have 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 August 5,2024. 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, 2024 of the Labor Retirement Reserve Fund is NT$6,487,473. A total of NT$ 3,518,288 was contributed to FY 2024. |
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| 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? |
|
2. In FY2024, a total of 1 employee applied for retirement. The retirement conditions and application procedures were in full compliance with the relevant laws and the Company’s "Work Rules" and "Retirement and Suspension Management Regulations". On November 18, 2024, the Taipei City Government Labor Bureau approved the use of the labor retirement fund, and the employee’s retirement pension was paid in accordance with the law. 3. The Company's Pension Supervisory Committee convenes one meeting every quarter, and a total of four meetings were held in FY 2024. 4. Annually, an actuarial report on the pension plan is issued by a certified actuary to confirm that the pension contributions are adequately funded, ensuring the security of employees' future retirement benefits and demonstrating the Company's commitment to fulfilling its responsibility for employee welfare. (3)Occupational safety and health (OSH) policy: The design of the Company's offices and plants complied with regulations relating to fire safety and labor safety. Also, regular disinfection and cleaning are performed, and vendors are appointed to regularly measure the concentration of carbon dioxide. The Company complies with the OSH regulations, promotes workplace safety. No occupational accident was reported in 2024, 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 2024, a total of 12 on-site health services and 1 health lecture will be held. The Company ensures a safe and secure working environment at all of its operational sites by providing first aid kits, installing emergency eyewash stations in laboratories, and clearly marking emergency escape routes and hazard warnings for hazardous materials. These measures are in place to guarantee the safety and well-being of our employees. Implementation of fire safety training: The company continues to promote a strong occupational safety culture. At the Zhongli Qingpu Plant, the Environmental, Health, and Safety (EHS) Department organizes annual fire safety and evacuation drills. In 2024, two fire safety training sessions were conducted on June 14 and December 26, with a total of 45 participants. Each participant received four hours of training, amounting to a total of 180 training hours. Additionally, the Taipei headquarters collaborates with the building management committee to conduct quarterly fire safety inspections and drills. Facility safety management: 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 2024 are as follows: |
||
| 9.20189 kilograms of Acetonitrile | ||||
0.20616 kilograms of Formamide |
||||
0.00218 kilograms of Formaldehyde |
||||
| Regular maintenance and inspection of equipment used for the 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. To provide employees with a healthy and safe working environment, a total of 4 environmental monitoring and inspections have been outsourced in FY 2024. The Zhongli Qingpu plant was |
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| 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 | ||||
| (4) Does the company provide its employees with career development and training sessions |
| inspected on June 17, 2024, and December 9, 2024, while the Taipei Headquarters was inspected on June 11, 2024, and December 12, 2024. The monitoring results were favorable, with 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) To enhance employees’ career competencies, the company has established the following training and development programs: 1. The company has implemented the “Education and Training Management Procedure,” aiming to actively cultivate talent and promote continuous learning. Each year, the Human Resources Department organizes the planning of the annual training program to enhance employees’ career competencies. Every month, the company invites both internal and external instructors to offer a variety of courses, providing employees with opportunities for personal growth. 2. The company's learning system consists of three major categories: onboard training for new employees, professional training, and leader management training. These programs are designed to support employees' continuous development and self-fulfillment while exhibiting the core values at different stages of their careers. In 2024, the average training hours per employee was 7.3 hours. Employee Training Programs Explanation Quantitative Outcomes Onboarding training for new employees Onboarding and training programs are provided for new employees to help them quickly understand the company’s development history and organizational regulations. The function-based professional training is arranged by the departments to help new employees get familiar with their job contents and facilitate their integration into the new work environment and corporate culture. Additionally, training sessions in different fields are arranged as needed to promote mutual learning and foster positive interaction. 11 new employees in 2024 33 hours of onboarding training 100 % participation rate Professional career training • On-the-Job Training: The company encourages all employees to participate in diverse learning programs, including topics like regulatory compliance concepts, ethics and integrity, quality management, and financial analysis. These programs are aimed at fostering continuous self-improvement and enhancing workperformance and quality. In 2024, the company organized a variety of internal training programs, covering topics such as biotechnology, quality management, accounting and finance, regulatory compliance, sustainable development, and occupational health and safety. These courses provided employees with continuous learning opportunities and channels to strengthen their professional skills. A total of 24 internal training sessions were conducted, with 261totalparticipants and 570 |
||||
| Employee Training | ||||||
| Explanation | Quantitative Outcomes | |||||
| Programs | ||||||
| Onboarding training for new employees |
Onboarding and training programs are provided for new employees to help them quickly understand the company’s development history and organizational regulations. The function-based professional training is arranged by the departments to help new employees get familiar with their job contents and facilitate their integration into the new work environment and corporate culture. Additionally, training sessions in different fields are arranged as needed to promote mutual learning and foster positive interaction. |
11 new employees in 2024 33 hours of onboarding training 100 % participation rate |
||||
| Professional career training |
• On-the-Job Training: The company encourages all employees to participate in diverse learning programs, including topics like regulatory compliance concepts, ethics and integrity, quality management, and financial analysis. These programs are aimed at fostering continuous self-improvement and enhancing workperformance and quality. |
In 2024, the company organized a variety of internal training programs, covering topics such as biotechnology, quality management, accounting and finance, regulatory compliance, sustainable development, and occupational health and safety. These courses provided employees with continuous learning opportunities and channels to strengthen their professional skills. A total of 24 internal training sessions were conducted, with 261totalparticipants and 570 |
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| 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 | ||||
| (5) Do the company's products and services comply with relevant laws and international standards in relation to customer health and safety, customer privacy, and marketing and labeling of products and services, and are relevant consumer protection and grievance procedure policies implemented? |
| • Function-Based Professional Training: We assess each employee's competency needs, professional level, and regulatory requirements, and support them in enhancing their professional knowledge and technical skills, thereby strengthening the foundation for their career development. |
total training hours. The passing rate for post-training assessments was 100%. Based on employees’ job requirements and legal obligations (e.g., occupational safety, accounting supervisors, internal auditors), the company also arranged external training programs to enhance employees' professional competencies and establish foundations for better career development.14 employees participated in external courses, totaling 89 training hours. A 100% participation rate is recorded among professional personnel. |
|||
| Leader management training |
The company implements a succession plan for key management positions, actively nurturing potential leaders and enhancing teamwork and practical leadership skills among management-level employees. |
1 hour of leadership training per week |
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| Evaluation Item | Implementation Status | Deviations from “the Corporate Social Responsibility Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
||
|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||
| (6) Does the company implement supplier management policies, requiring suppliers to observe relevant regulations on |
| The company implements the management and control of the product value chain, from raw materials, transportation, and logistics to the customer side. It establishes a strict management system that continuously tracks product safety information and strengthens its reporting mechanisms. The “Stakeholder Section” of the company website provides a channel to allow customers to communicate at any time, express opinions, and file reports. The section also outlines the detailed complaint procedures, ensuring consumer rights are protected and reinforcing our commitment to product and service quality and safety. The Company conducts regular annual satisfaction surveys of its direct sales and distribution customers. In 2024, the customer satisfaction rate for products and services was 94.6%, and the satisfaction rate for the Company’s website was 96.2%. These results reflect the Company's unwavering commitment to prioritizing customer experience and proactively addressing customer needs. Explanation of Personal Data Protection Policy: The company place great importance on protecting the privacy rights of all stakeholders. In accordance with the Personal Data Protection Act, we have established the “Personal Data Protection Management Regulations” and formed a Personal Data Protection Management Committee to supervise and implement relevant measures. These measures ensure compliance in managing, maintaining, and handling personal data. This policy applies to all operating sites and subsidiaries of the company. The scope of personal data subjects includes customers, suppliers, employees, shareholders, and other stakeholders. Our personal data protection policies include: •Establishing risk prevention mechanisms, data classification and grading standards, access control monitoring, and data storage security measures to effectively protect customers' privacy rights. •Led by the Legal Affairs Office, personal data inventory for all departments is conducted annually. •At least one training session is organized each year to strengthen employee awareness regarding personal data protection. •The Audit Office conducts internal audits on personal data protection management to ensure that the design and implementation of related management systems remain effective. Quantitative and management indicators of personal data protection policies in 2024: •Employee Training in Personal Data Protection: A total of 22 man-hours of training in 2024 100% passing rate of post-training assessments •Incident response and risk management: No reported cases of complaints and incidents related to the Personal Data Protection Act in 2024. (6) The Company has established "Supplier Management Procedures" and "Procurement Management Procedures" to carefully select qualified suppliers. Suppliers are required to put emphasis on environmental protection, OSH, labor rights, etc., and carefully evaluatedforprofessionalism,integrity, andhave anyrecord ofenvironmentaland social |
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| Evaluation Item | Implementation Status | Deviations from “the Corporate Social Responsibility Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
||
|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||
| environmental protection, occupational health and safety, or labor and human rights? If so, describe the results. |
impact, promoting ethical business practices. In FY 2024, 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 comply with the Supplier Code of Conduct or contractual provisions as follows: (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 the impact of 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. |
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| 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 | ||
| The Company conducts important supplier evaluations biannually. The supplier evaluation results for FY 2024 are as follows: A total of 99 raw material/product suppliers were evaluated, all of them performed well, and no suppliers failed or listed as pending observation. A total of 10 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 8 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 38 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 meet the Company's requirements and on-time delivery, thereby achieving a win-win cooperative relationship between supply and demand. |
||||
| 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 consolidated company has prepared its first Sustainability Report for 2023, based on the Global Reporting Initiative (GRI) Standards, including the Universal Standards, Sector Standards, and Material Topics Standards. The "2024 Annual Sustainability Report" discloses the identified material topics and impacts related to the company's economy, environment, and people (including human rights), as well as the disclosed items and reporting requirements. In accordance with regulations, the Sustainability Report and its related files will be made available on the company’s website and submitted to the Market Observation Post System (MOPS) by August 31, 2024. The Sustainability Report has not yet been subjected to third-party assurance or verification. |
No major deviation |
|
| 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, permits/ licenses from agencies like Food and Drug Administration (FDA) of different countries will be applied in accordance with the specific requirements of each product. Abnova continues to make significant progress on its journey toward sustainable development. The company’s corporate governance evaluation has improved from a range of 66% to 80% in previous years to 36% to 50% in 2022. In 2023, Abnova also received the Fast Mover Badge from EcoVadis, a prestigious recognition on the Supplier Sustainability Rating platform. These achievements reflect Abnova's ongoing efforts in sustainability and the recognition from external stakeholders. Through its steadfast commitment to sustainability, the company aims to earn the recognition and trust of its stakeholders. |
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2.3.6 Climate-Related Information of TWSE / TPEx Listed Company
1. Implementation of Climate-Related Information
| Item | ImplementationStatus |
|---|---|
| 1. Describe the board of directors' and management's oversight and governance of climate-related risks and opportunities. |
The Board of Directors serves as the highest decision-making body for sustainability-related matters, and it also holds the highest supervision unit on climate- related risk management. As climate change has become a globally shared concern, the company actively addresses the uncertainties brought by extreme weather and rapid market changes, stays informed and assesses the potential impacts of climate change. Moreover, the company continuously assesses the risks posed by heavy rainfall, typhoons, heatwaves, and droughts across all operational sites. By closely observing external environmental changes, policy trends, and market dynamics, the company is able to take a more comprehensive approach to developing its overall business strategy. In alignment with the vision and mission of the company’s sustainability policy, the Board regularly evaluates climate-related risks and opportunities, response strategies, and related promotion plans. It is also responsible for reviewing the annual risk management report and internal audit report to ensure the effective implementation of climate risk management systems. (Abnova’s Board of Directors approved the establishment of a functional Sustainable Development Committee on February 26, 2025. The committee comprises three independent directors and is tasked with assisting the Board in supervising sustainability-related matters.) The company has also established a "Sustainability Task Force" led by the Chairman, who serves as the highest-level responsible person. The task force comprises senior executives from various fields, working together to assess the company’s core operational capabilities and to formulate sustainability development plans. The Sustainability Task Force functions as a cross-departmental communication platform that facilitates both top-down and horizontal coordination. It is divided into five functional subgroups based on key sustainability topics: the environmental sustainability group, the social responsibility group, the corporate governance group, the risk management group, and the information security group. These groups are responsible for identifying sustainability issues relevant to the company’s operations and of concern to stakeholders. They develop response strategies and working guidelines, evaluate the required resources across different units, plan and implement related actions, and continuously monitor outcomes to ensure that sustainability strategies are effectively integrated into daily operations. The Environmental Sustainability Group is responsible for implementing climate-related management projects. In addition to closely monitoring regulatory trends related to climate change, the group also collects and verifies relevant climate information to ensure compliance. Based on the Task Force on Climate-related Financial Disclosures (TCFD) framework, the company has established a PDCA (Plan-Do-Check-Act) management cycle for promoting goals such as greenhouse gas reductions, water conservation, and waste reduction, as well as recording and analyzing information. Since 2022, the Board of Directors has reviewed the implementation of GHG inventories and verifications on a quarterly basis to confirm progress. In 2024, a total of four reports on the implementation of GHG inventory and verification were submitted to the Board as a progress update. The Sustainability Task Force also reports to the Board at least once a year. On November 13, 2024, a report was submitted outlining the company’s sustainability initiatives and implementation status, including assessments of climate-related risks and opportunities, the formulation of management policies, and the performance of energy-saving and carbon reduction targets. The Board remains committed to managing climate-related risks and opportunities, upholding the company’s responsibilities in environmental, social, and corporate governance while strivingfor long-term business sustainability. |
| 2. Describe how the identified climate risks and opportunities affect the business, strategy, and finances of the business (short, medium, and long term). |
The company classifies climate-related risks into two categories: 1. Transition Risks, associated with the shift toward a low-carbon economy, and 2. Physical Risks, related to the direct impacts of climate change. In addition, climate-related opportunities are listed. the Sustainability Task Force assesses and discloses climate impacts that are most directly related to business activities, along with corresponding response measures, in order to identify potential risks and opportunities. Through the company’s standard "Integrated Risk Assessment Form", the three most critical transition risks and two key physical risks have been distinguished. Likewise, through the "Integrated Opportunity Assessment Form", the two most significant climate-related opportunities have been identified. The following is a consolidated explanation of how these identified climate risks and opportunities may impact the company’s business operations, strategies, and finances. The effects of extreme weather events and transition actions on finance are also identified. The company defines its time horizons as follows: Short- term: 1 to 3 years; Mid-term: 3 to 5 years; Long-term: 5 to 10 years. |
| 3. Describe the financial impact of extreme weather events and transformative actions. |
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Item
Implementation Status
| Item | ImplementationStatus | ImplementationStatus | ImplementationStatus | ImplementationStatus | ImplementationStatus | ImplementationStatus | ImplementationStatus | ImplementationStatus | ImplementationStatus | ImplementationStatus |
|---|---|---|---|---|---|---|---|---|---|---|
| Risk | Risk | Time of | The Impact of Risks on the Company’s Strategy, | Financial Impact of | ||||||
| Risk | Response Strategy and Measures | Outcome and Performance | ||||||||
| Category | Aspect | Content | Influence | Operations, and Finance | Response Measures | |||||
| Transitio n Risks |
Policies and regulati ons |
Strengthens the obligations of emission reporting |
Short to mid-term (1~5 years) |
In line with the government’s “Sustainable Development Roadmap” and its related action plans, listed companies are required to conduct phased greenhouse gas inventories and verifications, and align with the IFRS Sustainability Disclosure Standards. As a result, the company has placed greater emphasis on climate change issues and has invested additional resources and control mechanisms, leading to increased expenditure on relevant consulting, verification, and audit services. |
The company is fully committed to complying with government policies and regulatory requirements, ensuring the provision of accurate and balanced information to stakeholders, and fulfilling its disclosure obligations. In the short- and mid-term, the company will carry out GHG inventories and assurance processes in accordance with the timeline set by the "Sustainable Development Roadmap." In the long term, the company will assess the feasibility of pursuing environmental certifications based on operational needs. |
The financial impact includes a sum of NT$800,000 as consulting fees. Annual GHG verification and sustainability disclosure audit fees amounting to several hundred thousand NT dollars. |
•Ensures compliance with legal and regulatory requirements and fulfills corporate social responsibility. •Meets stakeholders' demand for more detailed information on company operations and provides deeper insights into the company’s ongoing sustainability performance. |
|||
| Market | Uncertainties of market information |
Long term (5~10 years) |
Electricity is the most heavily used energy source in the company’s operations. As the government actively responds to international environmental and energy-saving goals, and amid frequent power shortages during summer in recent years, future electricity pricing policies may be adjusted based on consumption levels, potentially increasing operational costs. In 2024, the company’s electricity consumption totaled 1,759,791 kWh. Any increase in electricity fees would lead to a correspondingrise in electricityexpenses. |
• Short-term goal: Strengthen implementation of energy-saving policies to reduce electricity costs. • Mid- to long-term goal: Continue replacing outdated, energy-intensive equipment with products certified with low-carbon or energy-saving labels |
In 2024, the company invested approximately NT$833,000 in replacing high- energy-consuming equipment. |
• In 2024, the company’s electricity consumption was 1,759,791 kWh, representing a reduction of 114,356 kWh compared to 2023 (1,874,147 kWh). • The company had set the 2024 target to reduce electricity use by at least 1% compared to the previous year and achieved a 6.1% reduction. |
||||
| Reputati on |
Rising stakeholder concern and awareness of sustainability issues |
Mid-term (3~5 years) |
As stakeholder awareness and concern for sustainability issues continue to grow, companies that fail to meet these expectations may face negative public opinion, potentially impacting corporate image and social perception. |
Short-term: Prepare and publish sustainability reports to disclose information on sustainability issues. Mid- to long-term: Through enhancing multiple communication channels, such as the company website, Market Observation Post System (MOPS), sustainability reports, shareholders meeting reports, and financial reports, the company can provide stakeholders with a comprehensive understandingof |
The promotion and management of sustainability initiatives result in increased operational costs, estimated at several hundred thousand NT dollars per year. |
Abnova continues to advance steadily on its path toward sustainable development. Its Corporate Governance Evaluation performance improved from the 66%–80% range in previous years to the 36%–50% range in 2023. In 2024, Abnova was also honored with the Fast Mover Badge from the assessment platform EcoVadis (Supplier Sustainability Rating). These achievements demonstrate Abnova’s ongoingefforts and external recognition |
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| Item | ImplementationStatus | ImplementationStatus | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| the company's commitment to sustainability and concrete operations. From inside to outside, these efforts aim to build a corporate culture rooted in sustainable operations and eco- friendlyenvironments. |
regarding its progress toward the SDGs. By upholding its sustainability commitments, the company strives to earn stakeholder trust and approval. |
|||||||||
| Tangible risks |
Immedi acy |
The increasing severity of extreme weather events such as typhoons and floods |
Short term (1~3 years) |
The increasing severity of typhoons and floods due to extreme climate change may lead to work stoppages; while flooding and transportation disruptions may prevent timely product delivery. These events can result in operational interruptions, employee livelihood impacts, and asset damage. Recovery costs and delays in product delivery would in turn increase management costs and reduce sales. A single day of business suspension is estimated to result in a revenue loss of approximately NT$1.5 million. |
Abnova has established a typhoon emergency response protocol and strengthened resource integration and management. Through measures such as a safety stock policy for raw materials and catalog products, remote monitoring systems, equipment abnormality alert mechanisms, and digitized operations, the company is able to address potential impacts and minimize damages. Abnova has established a typhoon emergency response protocol and strengthened resource integration and management. Through measures such as a safety stock policy for raw materials and catalog products, remote monitoring systems, equipment abnormality alert mechanisms, and digitized operations, the company is able to address potential impacts and minimize damages. |
The annual cost of monitoring system maintenance, emergency power equipment upkeep, and emergency response team inspections cost a total of approximately NT$110,000 per year |
Thanks to effective emergency response management, the company successfully safeguarded its equipment and inventory during multiple typhoon events in 2024 and was able to maintain normal operations. |
|||
| Long term |
Changes in rainfall patterns and extreme variations in climate patterns |
Long term (5~10 years) |
1. Heavy rainfall and prolonged high temperatures resulting from extreme weather conditions may negatively affect employee health and reduce work efficiency. 2. If climate anomalies cause water shortages or power outages that disrupt operations, a single day of business interruption could result in a revenue loss of approximately NT$1.5 million. |
1. The company provides one free annual health check-up for all employees and conducts monthly on- site occupational health services delivered by professional healthcare teams to offer health guidance and support the physical and mental well- being of employees. 2. The company uses energy-efficient and power-saving equipment, as well as water storage systems, and continuouslymonitors electricity |
Annual expenses for employee health check-ups and on- site occupational health services are approximately NT$100,000. Annual expenses for equipment monitoring and power supply equipment are |
The company contributes to the building of a safe and employee-friendly work environment and safeguards employees' physical and mental well-being. A total of 90 employees participated in the annual health check-up in 2024. With the support of emergency power systems and water storage facilities, there were no business interruptions caused by water or power shortages in the year. |
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| Item | ImplementationStatus | ImplementationStatus | ImplementationStatus | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| conditions to maintain a stable power supply. |
approximately NT$110,000. |
|||||||||||||
| Risk | The Impact of Opportunities on the | |||||||||||||
| Opportuni | Time of | Financial Impact of Response | ||||||||||||
| Categ | Company’s Strategy, Operations, and |
Response Strategy and Measures | Outcome and Performance |
|||||||||||
| ty Content | Influence |
Measures | ||||||||||||
| ory | Finance | |||||||||||||
| Resour ce efficie ncy |
Recycle and reuse |
Short term (1~3 years) |
By reusing usable resources or waste materials, the company aims to avoid resource waste, reduce the volume of waste generated, improve resource utilization efficiency, and lower waste treatment costs. |
Short-term: Strengthen the recycling of recyclable waste and water to increase reuse opportunities. Mid- to long-term: Implement process and packaging improvements to avoid excessive use of packaging materials and reduce manufacturingwaste. |
In 2024, waste disposal costs were reduced by approximately NT$20,000 compared to the previous year. |
The use of packaging materials in 2024 was reduced by 5% compared to 2023. Although packaging material prices increased in 2024, overall packaging-related expenses still decreased by 1% due to lower consumption. |
||||||||
| Produc ts and Servic es |
Develop and expand low-carbon products and services |
Mid-term (3~5 years) |
In response to the global trend toward a low-carbon transition, developing or enhancing the low-carbon value of products and services helps reduce operational costs and improve corporate reputation. |
The company uses recycled materials for product packaging and provides low-carbon services (e.g., offering digital product catalogs and brochures in place of printed direct mail and utilizing electronic shareholder services to replace paper-based dividend notifications.) These efforts align with future market trends and meet stakeholder expectations, contributing to a more positive brand image and greater stakeholder recognition. |
By offering electronic catalogs and product introductions instead of printed direct mail, and by sending electronic dividend notifications instead of traditional mail, the company reduces both paper usage and postage expenses— saving approximately NT$100,000 per year. |
In 2024, the implementation of low- carbon services helped lower operational costs by about NT$100,000. These measures effectively reduce paper waste and energy consumption related to physical mail delivery, thereby minimizing the company’s environmental impact. |
||||||||
| 4. Describe how climate risk identification, assessment, and management processes are integrated into the overall risk management system. |
The company follows the Task Force on Climate-related Financial Disclosures (TCFD) framework and through internal cross-departmental discussions and external expert consultations, continuously identifies material climate-related risks and opportunities. It evaluates potential impacts on business operations and establishes appropriate metrics, goal management, and strategic response plans, while continuously monitoring implementation and performance to safeguard the long-term sustainable value of the company and stakeholders. The company’s Board of Directors has approved the "Risk Management Policies and Procedures", aiming to establish a proactive and robust risk management system. This system adopts a balanced approach to risk and benefits and includes the identification and control of climate-related risks and opportunities associated with the execution of business strategies. The Risk Committee is responsible for reviewing the risk management framework and the overall risk profile. Each department, based on its operational scope, is required to identify and assess various types of risks, including operational, financial, legal, information security, |
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Implementation Status plementation Status lementation Status Status tatus
Item Implementation Status plementation Status lementation Status Status tatus environmental, and other relevant risks. Response strategies are then developed based on risk identification results. The company integrates and manages potential risks that may impact operations and ensures that risk-handling actions are effectively implemented in all departments. To ensure a comprehensive understanding of changing risks and enable timely adjustments to relevant management policies and measures, the company aims to achieve proactive prevention and mitigation of potential impacts. Environmental risks related to climate change are primarily identified and assessed by the Risk Management Task Force, which evaluates potential risks the company may face in response to global warming and extreme climate conditions. The team is responsible for exploring how to establish more effective disaster prevention mechanisms to reduce impacts, while also fulfilling the company’s corporate social responsibility and strengthening environmental protection efforts. Subsequent response measures, monitoring, reporting, and disclosure are jointly managed by the Environmental Sustainability Task Force. This task force reports the implementation status to the Risk Management Committee at least once per year, and to the Sustainability Development Committee at least once annually,
Climate-related environmental risks are primarily identified and analyzed by the Risk Management Task Force, which evaluates potential risks associated with global warming and extreme weather events and develops more effective disaster prevention mechanisms to mitigate such impacts. This also reflects the company's commitment to environmental responsibility and protection. Subsequent mitigation measures, monitoring, reporting, and disclosures are jointly carried out by the Environmental Sustainability Task Force. This team reports to the Risk Management Committee at least once per year, and to the Sustainability Development Committee at least once annually on the implementation status.
The global climate crisis caused by global warming is escalating, and in order to protect the earth together and support the government’s 2050 Net Zero Roadmap, the company has appointed the Environmental Sustainability Task Force (comprising the EHS and facilities teams) to oversee environment-related management and implementation. The team actively promotes concrete actions including water conservation, carbon emissions reduction, waste reduction, eco-friendly packaging, and resource recycling. The task force also evaluates and discloses climate-related impacts most directly associated with business operations, identifies potential risks and opportunities, and ensures that critical climate risks are effectively controlled. It reports its performance to the Board of Directors at least once annually and provides quarterly updates on GHG inventory and verification progress, ensuring that climate risk management mechanisms are effectively enforced.
Climate Risk and Opportunity Assessment and Identification Process of the Company:
Collection Identification Assessment Response Strategies and Financial Impact In response to external trends, The Sustainability Project Through the application of the For material risks and regulatory requirements, and Team and the Risk risk management mechanisms, opportunities, the Company developments, the Company Management Committee identify key risks and the probability of occurrence and potential impact of conducts financial impact assessments and formulates corresponding response compiles and outlines risks and opportunities that require the identified risks and strategies. Ongoing opportunities relevant to its Company's focused attention. opportunities are evaluated to implementation and monitoring of these strategies are carried determine material issues. out to ensure effective management and continuous improvement.
In response to external trends, regulatory requirements, and internal operational developments, the Company compiles and outlines risks and opportunities relevant to its business operations.
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Item Implementation Status 5. If scenario analysis is 1. Background: used to assess resilience to Responding to climate change is a critical factor in ensuring long-term business sustainability. With the increasing frequency of extreme weather events, the climate change risks, the likelihood and severity of associated disasters have also intensified. scenarios, parameters, To assess potential risks, the company has conducted scenario-based simulations to evaluate the possible operational and financial impacts in the event that assumptions, analysis extreme rainfall causes significant flooding and disrupts normal operations at its sites. factors and major financial impacts used 2. Scenario Assumptions: should be described. According to the Sixth Assessment Report (AR6) by the Intergovernmental Panel on Climate Change (IPCC), the company adopts the latest AR6 global warming scenarios and climate projection data. These climate change scenarios are developed by integrating the work of multiple research communities on international climate change and are structured around the concept of Shared Socioeconomic Pathways (SSPs), which combines socioeconomic pathways with greenhouse gas radiative forcing. The scenario descriptions are as follows:
Explanation of greenhouse gas emissions under SSP scenarios
| Emission scenarios | Explanations |
|---|---|
| SSP5-8.5 | Veryhigh GHG emissions: CO₂emissions are expected to double around 2050. |
| SSP3-7.0 | High GHG emissions: CO₂emissions areprojected to double around 2100. |
| SSP2-4.5 | Medium GHG emissions: CO₂emissions begin to decline around mid-century, but net- |
| zero emissions will not be achieved before 2100. |
3.Parameters Used:
Under the four SSP emission scenarios, simulations were conducted for short-, mid-, and long-term periods based on the "Rainfall indicator - Annual maximum daily rainfall" to assess whether the company’s operational sites are located in high-risk areas prone to extreme rainfall events.
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Item
Implementation Status
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Source: Taiwan Climate Change Projection Information and Adaptation Knowledge Platform (TCCIP) (https://tccip.ncdr.nat.gov.tw/ds_05_03_chart_3.aspx)
4. Analysis Results:
- If there is a transition plan for managing climaterelated risks, describe the content of the plan, and the indicators and targets used to identify and manage physical risks and transition risks.
Based on the simulation of the four scenarios across short-, mid-, and long-term time frames, the company’s operational sites - including the headquarters located in Neihu District, Taipei City, and the factory in Zhongli District, Taoyuan City - are not situated in high-risk areas with the greatest projected rainfall levels. Furthermore, based on past experiences with heavy rainfall and typhoon events, the company has never suffered any flood-related damage. Therefore, the results of the simulated scenario analysis indicate that no material financial impact is expected on the company. The company has identified its three most critical transition risks and two key physical risks using its "Integrated Risk Assessment Form," and has also determined the two most significant opportunities through the "Integrated Opportunity Assessment Form". Based on the analysis of these identified risks and opportunities, the company is not classified as a high carbon-emission industry and is not currently subject to carbon taxes or carbon fees. However, to align with international trends and support the transition to a low-carbon and green economy, as well as to mitigate the impacts of global warming and climate change, the company has established three core axes of sustainable development: "Promoting Low-Carbon Services", "Enhancing Resource Efficiency" and "Moving Toward Net Zero". The company has formulated a low-carbon transition plan from these strategies and aims at reducing both direct emissions from operational activities (Scope 1) and indirect emissions from energy consumption (Scope 2). The proactive carbon reduction actions in the plan include: (1) Improving energy efficiency to minimize GHG emissions from manufacturing and operations.
(2) Gradually replacing high-energy-consuming equipment with energy-efficient alternatives.
(3) Accelerating internal GHG inventories and external verifications in accordance with the company’s GHG inventory and verification plan.
To achieve these goals, the company actively reduces its carbon emissions by adopting the GHG Protocol as the guiding standard for GHG inventory. It conducts GHG inventories across all operational sites and manages key climate-related indicators. Moving ahead, the company will conduct annual reviews of climate risks and actions, evaluating the appropriateness of response measures. On the other hand, Abnova continues to develop new products and technology platforms to meet the market needs of disease research and treatment. By supporting innovation in basic science, drug development, and targeted therapies, the company also seeks to address health challenges arising from climate change at their root.
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| Item | ImplementationStatus | ImplementationStatus | ||
|---|---|---|---|---|
| Response to the increasing severity of extreme weather events such as typhoons and floods The company regularly evaluates the adaptability of each business site in the face of extreme weather events and has established risk identification and alert mechanisms to enhance overall emergency response capabilities. For the self-constructed Zhongli Qingpu Plant, adequate drainage systems and waterproof building designs were incorporated during construction to prevent leakage or flooding during periods of heavy rainfall. In the event of an abnormal situation, the monitoring system immediately notifies the responsible unit, which then activates the response mechanism in accordance with the emergency procedures to minimize impact and losses. Abnormal event notification rate through the alert mechanism: 100%. Financial loss caused by extreme weather events: NT$0. Employee injuries caused byextreme weather events: 0. |
||||
| Reducing greenhouse gas emissions | Response to the increasing severity of extreme weather events such as typhoons and floods |
|||
| Response Strategy |
Scope 1 and Scope 2 GHG emissions and related risks of the company: The company is classified as a low energy-consuming enterprise, with the primary source of greenhouse gas (GHG) emissions stemming from Scope 2 purchased electricity, accounting for 97.25% of total emissions. As a response strategy, the company is gradually phasing out energy-intensive equipment and improving energy efficiency. In 2024, the total Scope 1 and Scope 2 GHG emissions amounted to 893.89 mt CO₂e per year. In line with the Sustainability Action Plan for TWSE and TPEx Listed Companies, the company has established carbon reduction targets, strategies, and concrete action plans, and is carrying out GHG inventory and verification in phases. To fulfill its environmental responsibility, the company is committed to supporting the "Climate Change Response Act" and contributingto the nation's 2050 net-zero emissions target. |
The company regularly evaluates the adaptability of each business site in the face of extreme weather events and has established risk identification and alert mechanisms to enhance overall emergency response capabilities. For the self-constructed Zhongli Qingpu Plant, adequate drainage systems and waterproof building designs were incorporated during construction to prevent leakage or flooding during periods of heavy rainfall. |
||
| Indicator and Target |
The target is to reduce greenhouse gas emissions by more than 1% each year. |
In the event of an abnormal situation, the monitoring system immediately notifies the responsible unit, which then activates the response mechanism in accordance with the emergency procedures to minimize impact and losses. Abnormal event notification rate through the alert mechanism: 100%. Financial loss caused by extreme weather events: NT$0. Employee injuries caused byextreme weather events: 0. |
||
| 7. If internal carbon pricing is used as a planning tool, the basis for setting the price should be stated. |
The company is not categorized as a high electricity-consuming or energy-consuming enterprise. Currently, Internal Carbon Pricing (ICP) has not yet been implemented. However, the company will assess the appropriate timing for its adoption based on actual operational needs and carbon management developments. In the future, the establishment of an internal carbon pricing mechanism will follow the "Climate Change Response Act" and refer to the market-based approach adopted by the "Taiwan Carbon Solution Exchange." The goal is to define an internal carbon price that reflects the costs incurred from the negative impacts on the environment caused by greenhouse gas emissions. Once internal carbon pricing is implemented, the company plans to internalize carbon costs into its operations and integrate them into financial decision-making processes. An internal carbon quota system will be established, setting emission limits for each unit and converting the carbon quota into costs. (e.g. if a unit exceeds its allocated quota, it will be required to pay a corresponding carbon cost.) This mechanism will assign a carbon cost to each unit of energy consumption or product produced. The associated costs will be incorporated into budgeting, investment decision-making, and procurement processes. Through this approach, the companyaims to take concrete action to strengthen carbon management and move toward sustainable operationsprogressively. |
|||
| 8. If climate-related targets have been set, the activities covered, the scope of GHG emissions, |
The company is not classified as a high electricity-consuming or energy-consuming enterprise. At this stage, there are no plans to use carbon offsets or Renewable Energy Certificates (RECs) to achieve climate-related goals. |
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| Item | ImplementationStatus |
|---|---|
| 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. |
|
| 9. Greenhouse gas inventory and assurance status and reduction targets, strategy, and concrete actionplan. |
(Please refer to the detailed explanation below) |
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1-1 The greenhouse gas inventory and assurance status of the company in the past two years
1-1-1 Information on greenhouse gas inventory
Description of greenhouse gas emissions (in metric tons of CO₂e) and emission intensity (metric tons CO₂e/million NTD) for the past two years, along with the scope of data coverage. In accordance with the Sustainability Development Roadmap for TWSE and TPEx Listed Companies, the GHG inventory and assurance schedule for both the individual company and the consolidated company is as follows:
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The consolidated company has established its greenhouse gas inventory mechanism in accordance with the Greenhouse Gas Protocol, jointly published by the World Business Council for Sustainable Development (WBCSD) and the World Resources Institute (WRI). Beginning in 2024, the company conducts annual GHG inventories covering both the individual company and all subsidiaries included in the consolidated financial statements. This ensures a comprehensive understanding of GHG usage and emissions and serves as the basis for verifying the effectiveness of emission reduction actions.
The GHG inventory data is compiled using the Operational Control Approach, measuring the GHG emissions of the company and all subsidiaries under its consolidated financial report. As all subsidiaries included in the consolidated financial report have no physical operations or employees, they generate no greenhouse gases. Therefore, the GHG emissions of the company are equivalent to those of the consolidated company.
| Year 2024 | Year 2024 | Year 2023 | Year 2023 | |
|---|---|---|---|---|
| Scope | CO₂Equivalent | CO₂Equivalent | ||
| Emissions Share | Emissions Share | |||
| (Mt CO₂e) | (Mt CO₂e) | |||
| Greenhousegas emissions - Scope 1 | 24.55 | 2.75% |
26.83 |
2.81% |
| Greenhousegas emissions - Scope 2 | 869.34 | 97.25% |
927.70 |
97.19% |
| Total Greenhouse gas emissions (Scope 1 & 2) |
893.89 | 100.00% | 954.53 | 100% |
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| Year 2024 (Mt CO₂e/Million Year 2023 (Mt CO₂e/Million |
|
|---|---|
| NTD) NTD) |
|
| Greenhouse gasemission 2.52 2.50 |
|
| intensity | |
| Note 1: Direct emissions (Scope 1): Emissions that come directly from sources owned or controlled by the company. | |
| Indirect emissions (Scope 2): Indirect GHG emissions resulting from the consumption of purchased electricity, heat, or steam. | |
| Other indirect emissions (Scope 3): Indirect emissions generated from company activities that occur from sources owned or controlled by other companies. | |
| Note 2: The company adopts the Greenhouse Gas Protocol (GHG Protocol) as the standard for greenhouse gas inventory. | |
| Note 3: The calculation formula for GHG emission intensity is: Annual total GHG emissions (Scope 1 & Scope 2) / Annual revenue (Unit: Million TWD). | |
| Operatingrevenue for 2024 is NT$355.26 million;Operatingrevenue for 2023 is NT$382.05 million. |
1-1-2 Greenhouse gas assurance information:
According to the Sustainability Development Roadmap for TWSE/TPEx Listed Companies, neither the independent company nor the consolidated company is required to conduct GHG assurance practices. Therefore, this item is not applicable.
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1-2 Greenhouse gas emission reduction targets, strategies, and concrete action plans:
This section outlines the company’s greenhouse gas emission reduction baseline year and corresponding data, along with its reduction targets, strategic approach, concrete action plans, and progress.
GHG emission reduction baseline year and reduction targets:
Abnova places great importance on sustainable development and deeply understands that every action we take today will have a profound impact on the future. Driven by this mission, we are committed to fostering a culture that inspires employees to work together toward environmental friendliness, with the shared vision of building a better future. We also strive to meet stakeholder expectations through transparency in information disclosure. Under the strategic objectives of “promoting low-carbon services,” “enhancing resource efficiency,” and “moving toward net zero,” the company is dedicated to making concrete contributions to environmental and climate change issues.
To plan a GHG reduction strategy, a consolidated greenhouse gas inventory was completed in 2024, using the consolidated financial report as the boundary. The baseline year was set at 2024.
Following the operational control approach, the Scope 1 and Scope 2 emissions for the consolidated company are 24.55 metric tons CO₂e and 869.34 metric tons CO₂e , respectively. Through the implementation of an energy management plan, the company aims to Achieve an annual 1% reduction in GHG emissions compared to the previous year and Reach a GHG reduction target of over 10% by 2030, compared to the baseline year (2024) .
Greenhouse gas Reduction Strategy and concrete action plan:
According to the latest report published by the International Energy Agency (IEA), "Energy Efficiency 2023", an annual analysis of global energy efficiency markets and policy developments is provided. It points out that the world is experiencing record-breaking heat, and the rising temperatures are fuelling a vicious cycle of increased electricity consumption and higher carbon emissions. Heatwaves also exacerbate health risks, reduce productivity, and drive up electricity costs. Countries all over the world must strengthen energy efficiency policies to curb energy demands and through the development of more efficient technologies, the interconnected crises of energy, climate, and the cost of living can be addressed. To achieve our GHG reduction targets, the company has established a Sustainable Development Committee and a Sustainability Task Force to continuously track progress on carbon reduction. The following outlines the key strategies and implemented measures:
| Item | Strategies for reducing greenhousegases |
Explanations of concrete action |
|---|---|---|
| 1. | Energy-saving lighting equipment |
All lighting fixtures in office areas, laboratories, and public corridors are being replaced with LED energy-saving lights. Due to the improved illumination effects of the new fixtures, the total number of lights installed is also reduced, resulting in lower electricity consumption. |
| 2. | Implementation of temperature control mechanisms |
In alignment with government energy-saving initiatives, air conditioning temperatures in office and operational areas have been standardized at 26°C to prevent electricity consumption from excessive cooling. |
| 3. | Energy-saving air conditioners and refrigeration equipment |
Outdated refrigerators and air conditioners with high energy consumption are being gradually replaced with energy-saving models or upgraded with energy-saving compressors to improve overall energy efficiency. |
| 4. | Choosing low-fuel- consumption company vehicles |
The company operates one vehicle primarily for transporting items between the Taipei headquarters and the Zhongli plant, as well as for employee business use. A low-fuel-consumption model is selected to reduce fuel usage. |
Carbon Reduction Strategy and Action Plan for 2030:
Abnova is actively implementing a variety of energy-saving measures to reduce greenhouse gas emissions. Through concrete actions, the company aims to achieve its carbon reduction targets by 2030.
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| Item | Strategies for reducing greenhousegases |
Explanations of concrete action | |
|---|---|---|---|
| 1. | Continuous implementation of temperature control mechanisms |
In line with government energy-saving initiatives, the temperature of air conditioners in office and work areas is uniformly set to 26°C to reduce electricity consumption caused by excessive cooling. |
|
| 2. | Replacement of equipment with high energy and electricity consumption in variousphases |
As a low-energy-consuming enterprise, the company’s largest source of greenhouse gas emissions comes from purchased electricity (Scope 2), which accounts for 97.25% of total emissions. To improve energy efficiency, the company plans to gradually replace high energy and electricity consumption equipment with those certified with energy efficiency labels. |
|
| 3. | Reinforce energy conservation habits among all employees |
Promoting concepts of energy conservation and carbon reduction among employees: turning off unused electrical appliances, adhering to air-conditioning temperature controls to avoid excessive cooling, and encouraging using public transportation for commuting. These everydayhabits of energyconservation and carbon reduction can helpsafeguard our environment and ecology. |
|
| 4. | Incorporating GHG Reduction Targets into the indicators of operating performance evaluation |
To ensure that both the management team and all employees are actively engaged in achieving GHG reduction goals and improving energy efficiency, key environmental objectives have been integrated into the company's operational performance evaluation indicators. Progress is reviewed regularly, and a reward system is implemented to support the consolidated company's path toward the goal of net- zero emissions. |
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2.3.7 Fulfillment of Ethical Corporate Management and Deviations from the "Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies"
| Listed Companies" | ||||
|---|---|---|---|---|
| Evaluation Item | Implementation Status | Deviations from the “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies” and Reasons |
||
| Yes | No | Abstract Illustration | ||
| 1.Establishment of ethical corporate management policies and programs (1) Does the company have a Board-approved ethical corporate management policy and stated in its regulations and external correspondence the ethical corporate management policy and practices, as well as the active commitment of the Board of Directors and management towards enforcement of such policy? (2) Does the company have mechanisms in place to assess the risk of unethical conduct, and perform regular analysis and assessment of business activities with higher risk of unethical conduct within the scope of business? Does the company implement programs to prevent unethical conduct based on the above and ensure the programs cover at least the matters described in Paragraph 2, Article 7 of the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies? (3) Does the company provide clearly the operating procedures, code of conduct, disciplinary actions, and appeal procedures in the programs against unethical conduct? Does the company enforce the programs above effectively and perform regular reviews and amendments? |
|
(1) The Company established the "Procedures for Ethical Management and Guidelines for Conduct” on March 27, 2015. In response to the amendment of regulations and operational requirements of the Company, it was revised and approved by the Board of Directors on March 29, 2017, and March 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) The Company has established the "Procedures for Ethical Management and Guidelines for Conduct” for compliance, which clearly stipulates that violations such as provision or acceptance of improper benefits, provision or promise of any facilitating payment, provision of illegal political contributions, disguised form of bribery, engagement in unfair competition that may cause harm to the rights and interests of stakeholders, insider trading, etc. will be handled in accordance with "Regulations Governing Reward and Punishment”. (3) The Company has established the "Procedures for Ethical Management and Guidelines for Conduct” and "Codes of Ethical Conduct". For business activities that pose a higher risk of unethical behavior, in addition to adhering to the corporate 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. |
None |
|
| 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. |
None |
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| Evaluation Item | Implementation Status | Deviations from the “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies” and Reasons |
||
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| (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 policy and programs against unethical conduct regularly (at least once a year) to the Board of Directors while overseeing such operations? (3) Does the company establish policies to prevent conflicts of interest and provide appropriate communication channels, and implement them? (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? |
|
(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 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 13, 2024. Implementation of Integrity management execution for FY 2024: 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 2024. 2. The Legal Office provided a 2-hour advocacy training course, with a total of 90 participants. 3. A total of 7 directors and 7 managerial personnels have signed the statement of compliance with the integrity management policy, achieving a 100% signing rate. 4. A total of 90 employees have signed the confidentiality agreement upon employment, achieving a 100% signing rate. 5.The Company has established communication channels for all stakeholders and a whistleblowing mailbox. No complaint or misconduct reporting received in FY 2024. (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 plans are arranged and carried out by the internal auditors. All units are required to conduct self-assessment, ensuring the appropriateness ofthe systemdesignand actual implementation. |
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| 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 | ||
| (5) Does the company regularly hold internal and external educational training on operational integrity? |
|
(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. |
||
| 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 2024, 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 2024, 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 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 allemployees.Also, therevisionwasreportedintheAGM in 2020. |
- If the company has established 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.
- 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.
2.3.8 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.
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2.3.9 Internal Control System
1. Statement of Internal Control System
Abnova (Taiwan) Corporation Statement of Internal Control System
Date: February 26, 2025
Based on the findings of a self-assessment, Abnova (Taiwan) Corporation states the following with regard to its internal control system during the year 2024:
-
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.
-
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.
-
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.
-
The Company has evaluated the design and operating effectiveness of its internal control system according to the aforesaid Regulations.
-
Based on the findings of such an evaluation, the Company believes that, on December 31, 2024, it 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.
-
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.
-
This statement was approved by the Board of Directors in their meeting held on February 26, 2025, with all 6 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.
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2.3.10 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 |
| 2024.5.22 | 1. | To approve the 2023 Business Report and Financial Statements. |
The 2023 Business Report and Financial Statements were approved, which the consolidated revenue totaled NT$ 382,052 thousand and net profit after tax was approximately NT$ 43,678 thousand, with EPS of NT$ 0.72. |
| 2. | To approve the 2023 profit distribution plan. |
The cash dividend of NT$ 0.72 per share was distributed. The ex-dividend date was set as June 6, 2024, and the cash dividend was distributed on July 27, 2024. |
2. Board Meetings:
| Date | Item | Major resolution |
|---|---|---|
| 2024.2.20 | 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. |
| 2024.5.8 | 1. 2. 3. 4. 5. |
To discuss the formulation of the " Risk Management Committee Charter” of the Company To discuss the appointment of members for the first "Risk Management Committee" of the Company. To discuss the amendments of the "Internal Control Systems” of the Company To discuss the changes in the financing provided to the German subsidiary, Abnova GmbH from February to March 2024. To discuss the Q1 2024 consolidated financial statements of the Company. |
| 2024.5.22 | 1. | To discuss and determine the ex-dividend date and the distribution date of cash dividends for FY 2023. |
| 2024.8.7 | 1. 2. 3. 4. |
To discuss the formulation of the "Procedures for the Preparation and Verification of the Sustainability Report" of the Company To discuss the changes in the financing provided to the German subsidiary, Abnova GmbH from April to June 2024. To discuss the Q2 2024 consolidated financial statements of the Company. To discuss the renewal of the short-term lines of credits of the Company. |
| 2024.11.13 | 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. |
To discuss the amendments of the "Internal Control Systems” of the Company To discuss the amendments of the "Risk Management Policies and Procedures" of the Company To discuss the "2025 Annual Audit Plan". To discuss the addition of general principles for the pre-approval policy of non-assurance services of the Company. To discuss the changes in the financing provided to the German subsidiary, Abnova GmbH from July to September 2024. To discuss the proposal to provide a loan facility of NT$ 5 million to the German subsidiary, Abnova GmbH. To discuss the Q4 2023 consolidated financial statements of the Company. To discuss the 2025 budget. To discuss the remuneration for the directors and managerial personnels for the year 2025. To discuss the distribution of year-end bonus for the chairman and managerial personnels for FY 2024. |
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| Date | Item | Major resolution |
|---|---|---|
| 2025.2.26 | 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. |
To discuss the 2024 "Internal Control System Statement". To discuss the definition and scope of the Company's frontline employees. To discuss the amendments of the "Articles of Incorporation" of the Company. To discuss the formulation of the "Sustainability Committee Charter" of the Company. To discuss the appointment of members for the first " Sustainability Committee" of the Company. To discuss the changes in the financing provided to the German subsidiary, Abnova GmbH from October 2024 to January 2025. 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 2024. To discuss the Company's 2024 business report and financial statements. To discuss the profit distribution for FY 2024. To discuss and determine the details of convening the 2025 AGM such as date, venue, and the general nature of the business to be considered at the meeting, etc. To discuss the remuneration for the chairman and managerialpersonnels for theyear 2025. |
2.3.11 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.
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2.4 Information Regarding the Certified Public Accountants' Audit Fee
2.4.1 The amounts of the audit fees and non-audit fees paid to the attesting certified public accountants and to the accounting firm to which they belong and to any affiliated enterprises as well as the details of non-audit services.
| Unit: NT$1,000 | Unit: NT$1,000 | Unit: NT$1,000 | ||||
|---|---|---|---|---|---|---|
| Accounting firm |
CPA | Audit Period | Audit Fee | Non-audit Fee | Total | Remark |
| KPMG Taiwan |
ChiangHsiao Ling | 2024.01.01-2024.12.31 | 2,620 | Tax Returns 337 Professional Services 280(Note) |
3,237 | None |
Wu Tsao Jen |
(Note) Primarily engaged in providing consulting services for the sustainability report. A first installment payment of NT$280,000 was made in 2024.
-
2.4.2 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.
-
2.4.3 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.
2.5 Information on the replacement of certified public accountant:
The Company has changed its CPAs since 2024 due to an internal job adjustment of the accounting firm and was approved by the Board of Directors on February 20, 2024.
2.5.1. Regarding the former certified public accountant:
| Date of Change | February20,2024 | February20,2024 | February20,2024 | February20,2024 |
|---|---|---|---|---|
| Reasons and Explanation of Changes |
The Company originally appointed Chiang Hsiao Ling and Kuo Rou Lan from KPMG Taiwan for financial statement auditing and has changed to appoint Chiang Hsiao Ling and Wu Tsao Jen from KPMG Taiwan starting from the year 2024 due to an internaljob adjustment of the accountingfirm. |
|||
| 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 financial statements | |||
| X | Auditingscope orprocedures | |||
| X | Others | |||
| No | V | |||
| Explanation: None | ||||
| Supplementary Disclosure (Disclosures Specified in Article 10.6.1.4~7 of the Standards) |
None |
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2.5.2 Regarding the successor certified public accountant:
| 2.5.2 Regarding the successor certified public accountant: | |
|---|---|
| AccountingFirm | KPMG Taiwan |
| CPA | FY 2024: Hsu Shu Min,Wu Tsao Jen |
| Date of Engagement | February20,2024 |
| Prior to the Formal Engagement, Any Inquiry or Consultation on the Accounting Treatment or Accounting Principles for Specific Transactions, and the Type of Audit Opinion that Might be Rendered on the Financial Report |
None |
| Written Opinions from the Successor CPAs that are Different from the Former CPA’s Opinions |
None |
-
2.5.3 The reply of former CPAs on Article 10.6.1 and Article 10.6.2.3 of the Standards: Not applicable
-
2.6 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.
-
2.7 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
2.7.1 Change in shareholding by directors, supervisors, managerial officers, or major shareholders
Unit: Share
| Title | Name | FY 2024 | FY 2024 | Current fiscal year up to March 31, 2025 |
Current fiscal year up to March 31, 2025 |
|---|---|---|---|---|---|
| Net Change in Shareholding |
Net Change in Shares Pledged |
Net Change in Shareholding |
Net Change in Shares Pledged |
||
| Chairman | Wilber Huang | - | - | - | - |
| Directors | Harmony Investment Co., Ltd. | - | - | - | - |
| Institutional director Representative |
Chiu Chi Ching | - | - | - | - |
| Directors | Pan Pacific Investment Co., Ltd. | - | - | - | - |
| Institutional director Representative/President |
Jih Pei Ju | - | - | - | - |
| Directors | China Wire & Cable Co., Ltd | - | - | - | - |
| Institutional director Representative |
Chen Yueh Hung | - | - | - | - |
| Independent Directors | Cha, Anna | - | - | - | - |
| Independent Directors | Ye Shao De | - | - | - | - |
| Independent Directors | Su Jin Jun | - | - | - | - |
| Senior Manager | Huang Shi Xuan (Note1) | - | - | - | - |
| 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 | - | - | - | - |
Note 1: Retired and resigned from duties on November 30, 2024.
- 2.7.2 Stock trade with related parties by directors, supervisors, managerial officers, or major shareholders: None.
2.7.3 Stock pledge with related party: None.
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2.8 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 31, 2025; Unit: Share; % | March 31, 2025; Unit: Share; % | March 31, 2025; Unit: Share; % | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Name | Shares Held | Shares Held by Spouse & Minors |
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 |
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 4. E.SUN Bank in custody of Lasertech Investment Fund |
1.The supervisor is the same as the representative 2.The supervisor is the same as the representative 3. Spouse of the supervisor 4. Trust Account in Bank |
- |
| China Wire & Cable Co., Ltd Representative: Chen Liang- Yin |
1,037,017 | 1.71% | - | - | - | - | None | None | - |
| TCI Co., Ltd. Representative: Lin Yong Siang |
848,000 | 1.40% | - | - | - | - | None | None | - |
| Rong How Investment Co., Ltd. Representative: Lee Huan Xin |
540,000 | 0.89% | - | - | - | - | None | None | - |
| E.SUN Bank in custody of Lasertech Investment Fund |
510,374 | 0.84% | - | - | - | - | Lasertech Holding International Ltd. |
Trust account | - |
| Citibank as Custodian for Barclays Capital SBL/PB Investment Account |
460,000 | 0.76% | - | - | - | - | None | None | - |
| Hong Zhen Mei | 450,386 | 0.74% | - | - | - | - | None | None | - |
- 87 -
2.9 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, 2024; Unit: Share; % | December 31, 2024; Unit: Share; % | December 31, 2024; Unit: Share; % | December 31, 2024; 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 |
1,700 | 100% | None | 1,700 | 100% | |
| Abnova (Cayman) Corporation |
0 | 0% | 20,000 | 100% | 20,000 | 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 | 0 | 0% | 4,335,000 | 60% | 7,235,000 | 100% |
Note 1: Affiliated enterprise which is a subsidiary established in Germany, that is a limited liability company without issued shares.
- 88 -
III. Capital Overview
3.1. Capital and Shares 3.1.1 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 | 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 |
- 89 -
March 31, 2025; 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.
3.1.2 List of major shareholders
| 3.1.2 List of major shareholders | 3.1.2 List of major shareholders | |
|---|---|---|
| March 31, | 2025; 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% |
| China Wire & Cable Co., Ltd | 1,037,017 | 1.71% |
| TCI Co., Ltd. | 848,000 | 1.40% |
| Rong How Investment Co., Ltd. | 540,000 | 0.89% |
| E.SUN Bank in custody of Lasertech Investment Fund |
510,374 | 0.84% |
| Citibank as Custodian for Barclays Capital SBL/PB Investment Account |
460,000 | 0.76% |
| Hong Zhen Mei | 450,386 | 0.74% |
3.1.3 Company's dividend policy and its state of implementation
- 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 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.
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’s compensation can only be distributed in cash,
Both the aforementioned compensation distribution for the employee and director shall be approved by a meeting of the Board of Directors, and a report on 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 bonuses in the form of cash, it shall be decided by a resolution to be adopted by a majority voting of directors present at a meeting of its Board of Directors attended by two-thirds of the directors of the Company,
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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 the 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 bonuses 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 be less than 10% of the total dividends.
-
The dividend distribution proposed in the most recent shareholders' meeting:
-
(1) The accumulated unappropriated retained earnings are NT$ 59,786,746, added the net profit after tax in 2024 is NT$ 61,606,617, and NT$ 465,128 earnings due to remeasurements of the net defined benefit plan and set aside NT$ 6,207,175 legal reserve and reversal of NT$4,607,378 special reserve, the distributable net profit is NT$ 120,258,694. The proposed dividend to shareholders is NT$ 54,498,235, with NT$0.9 per share is proposed.
-
(2) The proposed cash dividend will be calculated based on the shareholding as recorded in the shareholders' roster on the ex-dividend date and will be rounded down to the nearest whole dollar. The Chairman is authorized to appoint designated person to adjust the total amount of the fractional amounts less than NT$ 1.
-
(3) The aforementioned dividend distribution is proposed to be distributed first based on the earnings of FY 2024.
-
(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 2024 Profit Distribution Statement
| Abnova (Taiwan) Corporation 2024 Profit Distribution Statement |
Abnova (Taiwan) Corporation 2024 Profit Distribution Statement |
Abnova (Taiwan) Corporation 2024 Profit Distribution Statement |
|---|---|---|
| Unit: NT$ Item Amount Beginning retained earnings 59,786,746 Add:2024 net profit aftertax 61,606,617 Add: Remeasurements of the net defined benefit plan recognized in retained earnings (Note1) 465,128 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 62,071,745 Less:legal reserve (Note2) (6,207,175) Add: Reversal of special reserve-Deduction from Other Equity 4,607,378 Distributable net profit 120,258,694 Distributableitems Dividend to shareholders-Cash (NTD 0.9/share) (54,498,235) Unappropriated retained earnings 65,760,459 |
||
| **Item ** | Amount | |
| Beginning retained earnings | 59,786,746 | |
| Add:2024 net profit aftertax | 61,606,617 | |
| Add: Remeasurements of the net defined benefit plan recognized in retained earnings (Note1) |
465,128 |
|
| 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 |
62,071,745 |
|
| Less:legal reserve (Note2) | (6,207,175) |
|
| Add: Reversal of special reserve-Deduction from Other Equity | 4,607,378 | |
| Distributable net profit | 120,258,694 | |
| Distributableitems | ||
| Dividend to shareholders-Cash (NTD 0.9/share) | (54,498,235) | |
| Unappropriated retained earnings | 65,760,459 |
Note 1: Other comprehensive profits and losses are recognized according to the pension actuarial report.
Note2: It is listed with a net amount of NTD 62,071,745, and its sum of 2024 net profit after tax is NTD 61,606,617, add other comprehensive profits and losses are recognized according to the pension actuarial report NTD 465,128.
-
91 -
-
3.1.4 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.
3.1.5 Profit-sharing compensation of employees and directors
-
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:
-
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.
-
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’s compensation can only be distributed in cash.
-
Both the aforementioned compensation distribution for employees and directors shall be approved by a meeting of the Board of Directors, and a report of such distribution shall be submitted to the shareholders’ meeting.
-
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 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-dividends 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.
-
Information on any approval by the board of directors of distribution of profit-sharing compensation: See Page 20-22 for details.
-
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:
-
(1) The proposed distribution of cash compensation for employees of NT$2,154,700 and directors of NT$410,900 for FY2023 was approved by the Board of Directors on February 20, 2024, and reported to the shareholders' meeting on May 22, 2024.
-
(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.
3.1.6 Share repurchases by the Company: None.
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3.2 Issuance of corporate bonds: None.
3.3 Preferred shares: None.
-
3.4 Global depository receipts: None.
-
3.5 Employee share subscription warrants: None. 3.6 New restricted employee shares: None.
3.7 Issuance of new shares in connection with mergers or acquisitions or with acquisitions of shares of other companies: None.
3.8 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.
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IV. Operational Highlights
4.1 Business Activities
4.1.1 Business Scope
-
The main scope of the company's business activities:
-
(1) Recombinant protein for research uses only (RUO)
-
(2) Polyclonal antibodies for RUO, including mouse MaxPab, rabbit MaxPab, and rabbit DNAxPab
-
(3) Monoclonal antibodies, Recombinant antibodies, and NanoAb™
-
(4) Antibody pairs
-
(5) Customized recombinant protein and antibody for RUO
-
(6) Other major products:
-
A. Cell Lysate Preparation for RUO
-
B. Kits for RUO
-
C. Fluorescent dye
-
D. DNA probes for in situ hybridization (ISH)
-
E. mutaFISH™ probes
-
F. Small-molecule RNA probe (TNA dig miRNA Probe)
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G. Tissue Slide
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H. Beads, ActiveBeads
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I. Pseudovirus
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J. Laboratory disposable reagents
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K. Negative Enrichment Cell Isolation and Retrieval System (LiquidCell™)
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L. High-throughput extraction and purification precipitation system (Precipitor™ 32 Plus)
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M. Non-invasive Circulating Rare Cell (CRC) Positive Enrichment & Retrieval System (CytoQuest™ CR)
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N. CytoQuest™ kits and consumables
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O. Spiral Hybrid Magnetic Bead Treatment System (Spiraltor™ 48)
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P. Spiral Hybrid Magnetic Bead Treatment System (SpiralPipet™)
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Q. All-in-One Imaging System with Artificial Intelligence Solution (CytoView™)
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Existing products (services) provided by the Company
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(1) Protein: 20,603 types Recombinant protein: 20,351 types Protein- fragment: 4,808 types Protein- full-length: 14,298 types Activated protein: 3,108 types
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(2) Polyclonal antibody (Pab): 23,602 types
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(3) Pab (mouse MaxPab): 9,045 types Pab (rabbit MaxPab): 4,365 types Pab (rabbit DNAxPab): 12,199 types
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(4) Monoclonal antibody (mAb): 38,625 types Recombinant antibody (rAb): 5,928 types Nanobody (NanoAb™): 97 types
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(5) Antibody Pair: 4,041 types
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(6) Other major product
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A. Cell Lysate Preparation for RUO: 586 types
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B. Kit: 4,522 types
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C. Fluorescent dye: 117 types
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D. DNA probe for ISH: 1,375 types
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E. mutaFISH™ probe: 32 types
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F. TNA dig miRNA Probe: 71 types
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G. Tissue Slide: 43 types
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H. Beads: 23 types ActiveBeads: 3 types
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I. Pseudovirus: 9 types
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J. Laboratory disposable reagents: 217 types
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K. LiquidCell™: 1 type
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L. Precipitor™ 32 Plus: 1 type
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M. CytoQuest™ CR: 1 type
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N. Spiraltor™ 48: 1 type
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O. SpiralPipet™: 1 type
P. CytoQuest™ CR kits and consumables: 55 types
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Q. CytoView™: 1 type
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(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.
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Development of new products
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(1) NanoAb™:
NanoAb™, with a molecular mass of just one-tenth that of conventional antibodies, exhibits excellent solubility and tissue penetration. Its high antigen affinity ensures stable binding, while low immunogenicity reduces the risk of immune responses. Since 2024, Abnova has specialized in large-scale production, establishing a diversified catalog of mouse and human gene-derived NanoAb™ products. Flow cytometry is employed during the early screening phases to perform functional validation, ensuring product quality and efficacy. These rigorously validated NanoAb™ catalog products lay the foundation for developing nextgeneration therapeutic tools, such as bispecific antibodies.
In Q4 2024, Abnova launched customized services for VHH Bispecific Antibodies and VHH nanoBiTE™, leveraging advanced NanoAb™ technologies at their core. These innovations focus on cutting-edge bispecific therapy applications. In addition to the precise antigen recognition provided by nanobodies, they enable highly efficient cell binding and activation. By modularly assembling VHH antibody modules, tumor cell cytotoxicity becomes more targeted and effective, offering groundbreaking solutions for cancer immunotherapy. Furthermore, nanobodies can serve as targeted carriers in cell and gene therapy strategies, enhancing the specificity and efficiency of drug delivery.
Abnova’s NanoAb™ technologies not only support preclinical and clinical research but also extend to the design and development of innovative cancer therapies. The flexible Abnova NanoAb™ technology platform meets diverse therapeutic needs—from precise diagnostic marker screening to versatile multi-target immunotherapy designs. This drives innovation in next-generation antibody therapies, including bispecific treatments, immunotherapy, cell and gene therapies, cancer vaccines, and drug delivery systems. Anchored by its high-quality NanoAb™ catalog products, Abnova offers convenient options for both research and therapeutic strategies, continually expanding the frontiers of cancer treatment.
NanoAb™ catalog products:
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- NanoAb™ customized service:
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VHH Bispecific Ab customized service:
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VHH nanoBiTE™ customized service:
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(2) nanoCAR-T mRNA Services
Abnova has launched its innovative nanoCAR-T mRNA service by integrating the NanoAb™ technology platform, mRNA IVT vector design, and LNP delivery technology. This service leverages the compact structure and superior tissue penetration capabilities of NanoAb™ to enable the efficient application of recombinant nanobodies in cell therapy—particularly in hard-to-reach regions such as brain tissues and the tumor microenvironment. By combining mRNA IVT with LNP delivery technology, Abnova offers a non-viral vector system as an alternative to traditional, high-cost, and difficult-to-scale lentiviral ex vivo CAR-T systems. This novel approach provides a more flexible and scalable solution for cell therapy, significantly enhancing CAR-T cell expression, persistence, and therapeutic efficacy.
Abnova's nanoCAR-T mRNA service integrates three core technologies:
(I) NanoAb™ Technology:
Abnova employs its proprietary NanoAb™ technology to enhance the antigen recognition capabilities of CAR-T cells. Compared to conventional single-chain variable fragments (scFvs), NanoAb™ are smaller and more stable, improving CAR-T affinity, specificity, and stability while reducing the risk of antigen-binding aggregation and minimizing the potential for T cell exhaustion.
- (II) mRNA CAR-T Vector Technology:
Traditional ex vivo CAR-T therapies often rely on lentiviral vectors. Abnova replaces these with mRNA vectors, which not only enhance CAR-T cell expression and persistence but also improve cytotoxic activity against tumors—resulting in more effective cellular therapies.
(III) LNP Delivery Technology:
To minimize the risk of chromosomal integration and enable in vivo CAR-T therapy, Abnova utilizes LNP technology for mRNA vector delivery. This approach reduces the risks associated with viral vectors and eliminates the need for complex ex vivo cell culture and reinfusion processes, offering a more streamlined and safer therapeutic strategy.
The integration of these cutting-edge technologies allows Abnova's nanoCAR-T mRNA service to overcome the limitations of traditional ex vivo CAR-T therapies in treating
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hematologic malignancies, solid tumors, and autoimmune diseases. Abnova’s nanoCAR-T mRNA technology enhances therapeutic efficacy, broadens the scope of CAR-T applications, and drives progress in cancer and autoimmune disease treatments—opening new frontiers in the cell therapy market.
- nanoCAR-T mRNA customized service:
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- (3) CellTx™ Cell Therapy Reagents
As the cell therapy market continues to grow—especially driven by advances in cancer treatment—Abnova integrated its CellTx™ product line in 2024 and launched five major categories of cell therapy reagents:
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(I) Human and Mouse CD3/CD28 ActiveBeads™
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In cell therapy, isolating specific cell types from blood for ex vivo activation and expansion is essential. Suitable activation reagents are therefore critical for the development of cellbased therapies. Abnova has focused on T-cell activation, beginning with the development and humanization of monoclonal CD3 and CD28 antibodies, which are then conjugated to magnetic beads to produce Human CD3/CD28 ActiveBeads™.
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These beads simulate the natural T-cell activation process by delivering two key signals required for ex vivo activation: Signal 1 (TCR-antigen engagement) and co-stimulatory Signal 2. Together, these signals promote T-cell activation, proliferation, and differentiation. The CD3 and CD28 antibodies coated on the bead surface provide sustained signaling, ensuring robust T-cell expansion.
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To support early-stage development in murine models, Abnova also introduced Mouse CD3/CD28 ActiveBeads™, enabling efficient activation of mouse T cells. Whether used for human or murine systems, Abnova’s CD3/CD28 ActiveBeads™ offer flexible and effective activation solutions tailored to research and development needs.
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(II) Human CD3/CD28 IsoActiveBeads™
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Human CD3/CD28 IsoActiveBeads™ is an innovative product that integrates T-cell isolation and activation into a single step, simplifying workflows and improving experimental efficiency. Equipped with humanized antibodies, this reagent enables highefficiency T-cell isolation while simultaneously triggering their activation and expansion— offering researchers a streamlined and flexible solution for T-cell-based research and therapy development.
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(III) GMP and RUO grade Recombinant Proteins for Cell Therapy
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Leveraging years of expertise in recombinant protein development, Abnova introduced the GMP grade and RUO grade recombinant proteins to meet the needs of different stages in cell therapy development. GMP grade proteins are designed specifically for the manufacturing needs in cell therapy, offering high stability, safety, and traceability while minimizing contamination risks and ensuring cell quality and manufacturing efficiency to support clinical applications. RUO grade proteins encompass a wide variety of key elements such as CD proteins, MHC proteins, and immune checkpoints. They feature high purity and bioactivity, making them ideal for early-stage cell therapy research. Abnova offers a one-stop solution that addresses the needs of every stage, supporting the entire
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process from research to production and driving the advancement of cell therapy technologies.
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(IV) Humanized Monoclonal Antibodies for Cell Therapy
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Abnova offers high-quality humanized monoclonal antibodies that retain the sequence of complementarity-determining regions of mouse antibodies to maintain superior affinity and specificity. The reformed humanized antibody sequence can also reduce immunological rejections and improve safety. These antibodies are highly specific and low in immunogenicity, giving them key roles in cancer research and the development of new drugs for treating autoimmune diseases. With extensive experience in antibody production, Abnova provides flexible, high-quality support to meet the rapidly growing demands of the cell therapy field.
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(V) Cell Culture Medium for Cell Therapy
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Abnova’s CellTx™ cell therapy reagent catalog includes a complete set of cell culture media designed for various mammalian cell types and applications. These media support the ex-vivo expansion of immune cells and stem cells. Their high efficiency, stability, and ease of use make them suitable for both the development and manufacturing of cell therapy products.
As the cell therapy market continues to grow, Abnova remains committed to providing comprehensive solutions that address the needs of cancer therapy and related fields. The CellTx™ product line encompasses T cell activation reagents, recombinant proteins, monoclonal antibodies, and cell culture media, offering support for both scientific research and clinical development. With a strong emphasis on technological innovation and product quality, Abnova is dedicated to driving progress in the field of cell therapy.
- CellTx[TM] cell therapy reagent catalog products:
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- (4) RNAFlex™ Automated System
In recent years, the rapid advancement of mRNA vaccines has propelled RNA IVT (in vitro transcription) technology to the forefront of biomedical innovation. Its applications now extend beyond vaccine development to include cancer, rare diseases, chronic conditions, and autoimmune disorders, leading to a sharp increase in demand for RNA IVT reagents and production capabilities.
Despite strong market demand, the current RNA IVT workflows still rely heavily on manual operations. This creates several challenges for the industry, including RNA degradation in open environments, batch-to-batch variability, and human errors during processing. These issues compromise data reliability and reproducibility, increase production costs, and hinder the progress of RNA-based therapeutic development. As a result, the integration of automation technologies has become essential.
Since 2019, Abnova has invested in RNA IVT technology platforms. Building on the capabilities developed during the COVID-19 mRNA vaccine initiative, Abnova launched the
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RNAFlex™ Automated System, a first-in-class platform that integrates RNA in vitro transcription and RNA purification into a single, fully automated workflow. Equipped with a precision XYZ robotic arm, RNAFlex™ ensures consistent operation and stable output. Its 8- channel high-throughput pipetting system supports volumes from 1 to 1000 μL, offering flexibility to meet a wide range of experimental needs.
The system features a 7-inch LED touchscreen for intuitive operation and is designed to support production capacities from early-stage research through to preclinical rat model studies. With RNAFlex™, laboratories can achieve fully automated RNA production with cost-efficiency and enhanced reliability. The system reduces error rates and improves consistency across batches, offering a practical and scalable solution for RNA manufacturing.
Scheduled for launch in Q1 2025, the RNAFlex™ Automated System is expected to address key challenges in RNA production and accelerate the development of RNA-based therapeutics.
4.1.2 Overview of industry
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Current status and development of industry
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(1) Current status of the global biotech industry's development
Since the World Health Organization (WHO) officially lifted the global public health emergency status of COVID-19 in May 2023, economic activity has gradually recovered, and academic research has resumed. However, the continued strained relationship between the United States and China, the prolonged Russia-Ukraine war, and worsening instability in the Middle East affect global energy and resource supply. These conflicts can pose potential risks to the global economy. Whether these developments may also affect the growth of the biotechnology industry remains an issue worth monitoring.
Driven by global population aging, the rise of chronic diseases, and increased public health awareness following the pandemic, the medical device market continues to grow. As global demand for precision medicine increases, advancements in digitalization and telemedicine have accelerated innovation in medical devices. The market is steadily shifting toward more personalized healthcare solutions, including the use of artificial intelligence to improve diagnostic accuracy and treatment efficiency, as well as the development of wearable devices and remote monitoring systems to support home-based patient care. Governments around the world are implementing new healthcare reimbursement systems, aimed at reducing medical costs, enhancing efficiency, and minimizing healthcare waste. These new measures are driving the growth of the global biotechnology industry, helping to alleviate the impact of economic factors.
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Global pharmaceutical market As countries resume normal life after the pandemic, the global pharmaceutical market continues to grow. Sales of high-growth drugs have stabilized, while competition in the generic drug sector remains intense. An approximate 67% 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 19% of the global pharmaceutical market share, expecting will become important players in the growing pharmaceutical market. According to IQVIA's analysis, oncology, immunosuppressive agents, diabetes therapies, cardiovascular drugs, and central nervous system (CNS) treatments are expected to remain the top five global therapeutic categories. The oncology market is projected to experience robust growth,
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driven by the continuous advancement of innovative therapies, with a forecasted compound annual growth rate (CAGR) of 14–17%. In contrast, the immunosuppressive drug market faces increasing competition from the approval and commercialization of biosimilars, which is expected to impact treatment adoption and moderate market expansion. As a result, the immunosuppressive sector is anticipated to grow at a more modest CAGR of 2–5% over the next five years. 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 5-8% in the next 5 years. Growth in advanced markets such as North America, Western Europe, and Japan is expected to decelerate, while China, India, and the Asia-Pacific region are projected to achieve growth exceeding 3%.
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 the drug prices are determined by market mechanisms, resulting in many manufacturers having 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, seven of them are biologics (including mAb and recombinant proteins). The rapid growth of the mAb
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market drives the manufacturers to actively develop new generation antibody technologies and applications, such as bispecific antibodies (BsAbs), multispecific antibodies, and antibody-drug conjugates (ADCs), which represent critical areas of innovation. This trend underscores the growing significance of biopharmaceuticals in driving the expansion of the global pharmaceutical market.
(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. 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.
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. Cell therapy is anticipated to drive the growth of medical tourism, attracting international patients to Taiwan and redefining the country’s biotechnology and biopharmaceutical landscape. This advancement will accelerate the development of the contract development and manufacturing organization (CDMO) sector, strengthen Taiwan’s global competitiveness in biopharmaceutical manufacturing, and position Taiwan as a leading hub for international biotech and pharmaceutical R&D.
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
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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. Concurrently, the industry is advancing its net-zero green transition through three key pillars: process optimization, energy transformation, and circular economy. These strategic initiatives are designed to strengthen corporate carbon reduction capabilities and drive the industry toward a sustainable, low-carbon future.
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- The relationship between the upstream, midstream, and downstream sectors of the industry. (1) Antibody reagent category
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:
| Upstream Raw materials for antibodies and proteins and expression |
Upstream Raw materials for antibodies and proteins and expression |
Upstream | Midstream | Downstream application industries Biochemical R&D industry Agriculture (agricultural diagnostic reagents) Medical industry (medical diagnostic reagents, drug development, biomarkers) |
|||
|---|---|---|---|---|---|---|---|
| Antibodies and proteins | |||||||
| Raw materials for antibodies and proteins and expression |
Antibodies and proteins |
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In terms of the industry structure for the antibody and protein production and marketing process, the production of 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 products 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 |
|---|---|
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 are 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.
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Various development trends for products
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(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 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 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,
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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.
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(2) RNA vaccines
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RNA vaccines are an important trend for future development. 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. Additionally, the combined development of RNA vaccines and immune checkpoint inhibitors (ICIs) has demonstrated significant potential in cancer therapy. ICIs enhances T-cell recognition of cancer antigens, thereby improving therapeutic efficacy and facilitating the eradication of residual tumor lesions.
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(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. According to a report published by The Business Research Company in January 2025, the circulating tumor cell (CTC) market is expected to experience significant growth in the coming years. The latest report estimates the CTC market value at US$1.19 billion in 2024, with projections reaching US$1.337 billion in 2025, reflecting a compound annual growth rate (CAGR) of 12.4%. By 2029, the market size is anticipated to expand to $2.168 billion, with a CAGR of 12.8%. 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. The company is currently focused on the development of nanobodies targeting circulating tumor cells (CTCs) to enhance the sensitivity of its diagnostic platform.
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.
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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.
(2) RNA vaccines
mRNA technology can also be applied in cancer therapy. Moderna Inc.’s investigational mRNA-4157/V940 cancer vaccine, in combination with Merck & Co. Inc.’s immune checkpoint inhibitor Keytruda, has demonstrated promising clinical outcomes in melanoma treatment. Phase II clinical trial results indicate that the combination therapy reduced the risk of recurrence or death by 44% compared to Keytruda monotherapy. As of 2024, the study has advanced to a Phase III clinical trial, with completion anticipated by 2029.
Additionally, BioNTech’s investigational cancer vaccine BNT111, in combination with a PD1 monoclonal antibody, has shown clinical benefits in melanoma patients, with six out of 17 patients demonstrating disease improvement and two maintaining stable disease. As of the end of 2024, BioNTech has seven mRNA-based cancer vaccines in clinical trials, with three candidates in Phase I and four in Phase II development.
(3) Detection system instruments
CellSearch, a circulating tumor cell (CTC) detection platform developed by Veridex, a subsidiary of Johnson & Johnson, is the world’s first and only CTC detection system approved by both the U.S. Food and Drug Administration (FDA) and the China National Medical Products Administration (NMPA, formerly CFDA) for use in the auxiliary diagnosis of malignant tumors.
CellSearch has introduced a new assay utilizing the DLL3 biomarker for the detection of small cell lung cancer (SCLC). Currently available for research use only, this assay is primarily applied in basic and pharmaceutical research. DLL3 is highly expressed in difficult-to-treat cancers while exhibiting low expression in normal tissues, making it a key focus of extensive scientific investigation.
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. The whole blood is diluted with buffer, then reagent is added into the sample and transferred to the filtration block for pressure-controlled filtration by the instrument. The instrument only performs pressurecontrolled 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. Rarecells Diagnostics recently announced a breakthrough study revealing the detection
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of circulating giant cancer cells (CGCCs) in patients with myelodysplastic syndromes (MDS). This study provides the first evidence of the presence of these giant cancer cells in MDS patients, marking a significant advancement in the understanding of the disease.
CellMax Life announced a significant research breakthrough, highlighting the exceptional performance of its FirstSight™ blood test in detecting colorectal cancer and precancerous adenomas. At the 2024 ASCO Gastrointestinal Cancers Symposium, the company presented the latest findings from an independent external validation study. The data demonstrated that FirstSight™ achieved a 92% sensitivity in detecting colorectal cancer and a 53% sensitivity in identifying precancerous adenomas.
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 2024, BioFluidica presented its developing fetal cell-based DNA test at the SMFM Annual Meeting.
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 identification. Fluxion Biosciences has been acquired by Cell Microsystems. This acquisition integrates Fluxion’s IonFlux, BioFlux, and IsoFlux product lines into Cell Microsystems' portfolio, further strengthening its cell analysis solutions.
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
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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.
4.1.3 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 2024 |
| R&D Expenditures (A) | 40,025 |
| Operating Revenue (B) | 355,257 |
| Proportion (A) / (B) | 11.27% |
As of the date of publication of the annual report, the financial statements for Q1 2025 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 2024 & FY 2025 up to the date of publication of the annual report |
Diagnostic reagents 2024/2/1-2024/12/31: 4-1BB scFv-hIgG1 humanized monoclonal antibody CD28 scFv-hIgG1 humanized monoclonal antibody CD40 scFv-hIgG1 humanized monoclonal antibody Human CD3/CD28 IsoActiveBeads™ VHH-His tag NanoAbTMTargeting Mouse VISTA, clone G119 VHH-His tag NanoAbTMTargeting Mouse CSV, clone 3098 VHH-His tag NanoAbTMTargeting Human CD30, clone 9063 VHH-His tag NanoAbTMTargeting Human EPCAM, clone 6025 VHH-His tag NanoAbTMTargeting Human CD276, clone O014 VHH-His tag NanoAbTMTargeting Mouse Glypican 1, clone 1088 VHH-His tag NanoAbTMTargeting Human VEGFR2, clone 4082 VHH-His tag NanoAbTMTargeting Human Varicella zoster virus gE, clone I032 VHH-His tag NanoAbTMTargeting Human EGFR, clone 1019 VHH-His tag NanoAbTMTargeting Mouse CD19, clone 4107 VHH-His tag NanoAbTMTargeting Mouse GFAP, clone I096 VHH-His tag NanoAbTMTargeting Mouse PD-L2, clone 3117 VHH-His tag NanoAbTMTargeting Mouse CD83, clone 4116 VHH-His tag NanoAbTMTargeting Mouse LAG-3, clone C016 VHH-His tag NanoAbTMTargeting Mouse ASGPR, clone 3133 VHH-His tag NanoAbTMTargeting Mouse CAIX, clone M121 VHH-His tag NanoAbTMTargeting Mouse TNFR-2, clone I120 VHH-His tag NanoAbTMTargeting Human DR5, clone 1100 VHH-His tag NanoAbTMTargeting Human Clostridium difficile enterotoxin B, clone L068 VHH-His tag NanoAbTMTargeting Human TREM2, clone 3038 VHH-His tag NanoAbTMTargeting Human MSR1, clone E035 VHH-His tagNanoAbTMTargetingMouse CD276,clone 5013 |
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| Year | Technology or product that has been successfully developed |
|---|---|
| VHH-His tag NanoAbTMTargeting Mouse CD47, clone 5023 VHH-His tag NanoAbTMTargeting Mouse 4-1BB, clone 2021 VHH-His tag NanoAbTMTargeting Human VEGFR2, clone 4082 (FITC) VHH-His tag NanoAbTMTargeting Human Varicella zoster virus gE, clone I032 (FITC) VHH-His tag NanoAbTMTargeting Mouse Glypican 1, clone 1088 (FITC) VHH-His tag NanoAbTMTargeting Human CD276, clone O014 (FITC) VHH-His tag NanoAbTMTargeting Human EGFR, clone 1019 (FITC) VHH-His tag NanoAbTMTargeting Mouse CD19, clone 4107 (FITC) VHH-His tag NanoAbTMTargeting Mouse GFAP, clone I096 (FITC) VHH-His tag NanoAbTMTargeting Mouse VISTA, clone G119 (FITC) VHH-His tag NanoAbTMTargeting Mouse PD-L2, clone 3117 (FITC) VHH-His tag NanoAbTMTargeting Mouse CD83, clone 4116 (FITC) VHH-His tag NanoAbTMTargeting Mouse LAG-3, clone C016 (FITC) VHH-His tag NanoAbTMTargeting Mouse CSV, clone 3098 (FITC) VHH-His tag NanoAbTMTargeting Mouse ASGPR, clone 3133 (FITC) VHH-His tag NanoAbTMTargeting Mouse CAIX, clone M121 (FITC) VHH-His tag NanoAbTMTargeting Mouse TNFR-2, clone I120 (FITC) VHH-His tag NanoAbTMTargeting Human DR5, clone 1100 (FITC) VHH-His tag NanoAbTMTargeting Human Clostridium difficile enterotoxin B, clone L068 (FITC) VHH-His tag NanoAbTMTargeting Human CD30, clone 9063 (FITC) VHH-His tag NanoAbTMTargeting Human TREM2, clone 3038 (FITC) VHH-His tag NanoAbTMTargeting Human MSR1, clone E035 (FITC) VHH-His tag NanoAbTMTargeting Mouse CD276, clone 5013 (FITC) VHH-His tag NanoAbTMTargeting Human EPCAM, clone 6025 (FITC) VHH-His tag NanoAbTMTargeting Mouse CD47, clone 5023 (FITC) VHH-His tag NanoAbTMTargeting Mouse 4-1BB, clone 2021 (FITC) VHH-His tag NanoAbTMTargeting Human CGRP, clone E070 VHH-His tag NanoAbTMTargeting Human PCSK9, clone 3076 VHH-His tag NanoAbTMTargeting Human IL6, clone 4139 VHH-His tag NanoAbTMTargeting Human IFNG, clone 4136 VHH-His tag NanoAbTMTargeting Human SOST, clone 1080 VHH-His tag NanoAbTMTargeting Human RSV, clone UA01 VHH-His tag NanoAbTMTargeting Human CGRP, clone E070 (FITC) VHH-His tag NanoAbTMTargeting Human PCSK9, clone 3076 (FITC) VHH-His tag NanoAbTMTargeting Human IL6, clone 4139 (FITC) VHH-His tag NanoAbTMTargeting Human IFNG, clone 4136 (FITC) VHH-His tag NanoAbTMTargeting Human SOST, clone 1080 (FITC) VHH-His tag NanoAbTMTargeting Human RSV, clone UA01 (FITC) VHH-His tag NanoAbTMTargeting Mouse PD-L1, clone G003 VHH-His tag NanoAbTMTargeting Mouse CD138, clone 3123 VHH-His tag NanoAbTMTargeting Mouse CD38, clone 1122 VHH-His tag NanoAbTMTargeting Human FX, clone 1112 VHH-His tag NanoAbTMTargeting Human CD63, clone 3033 VHH-His tag NanoAbTMTargeting Human NGFR, clone 1046 VHH-His tag NanoAbTMTargeting Human BLyS, clone 9057 VHH-His tag NanoAbTMTargeting Mouse CTLA-4, clone 4018 VHH-His tagNanoAbTMTargetingMouse EpCAM,clone 2124 |
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| Year | Technology or product that has been successfully developed |
|---|---|
| VHH-His tag NanoAbTMTargeting Mouse ICAM, clone 6127 VHH-His tag NanoAbTMTargeting Human CD7, clone 6131 VHH-His tag NanoAbTMTargeting Mouse OX40, clone 5028 VHH-His tag NanoAbTMTargeting Human Adeno-associated virus VP1, clone K102 VHH-His tag NanoAbTMTargeting Human CD22, clone 4062 VHH-His tag NanoAbTMTargeting Human P-selectin, clone 1079 VHH-His tag NanoAbTMTargeting Mouse PSCA, clone 5099 VHH-His tag NanoAbTMTargeting Mouse Qa-2 Alpha3 Domain, clone 2004 VHH-His tag NanoAbTMTargeting Human ACE2, clone K150 VHH-His tag NanoAbTMTargeting Human CD33, clone D064 2025/01/01-2025/02/28: VHH-His tag NanoAbTMTargeting Human CD33, clone D064 (FITC) VHH-His tag NanoAbTMTargeting Human ACE2, clone K150 (FITC) VHH-His tag NanoAbTMTargeting Mouse Qa-2 Alpha3 Domain, clone 2004 (FITC) VHH-His tag NanoAbTMTargeting Mouse PSCA, clone 5099 (FITC) VHH-His tag NanoAbTMTargeting Human P-selectin, clone 1079 (FITC) VHH-His tag NanoAbTMTargeting Human CD22, clone 4062 (FITC) VHH-His tag NanoAbTMTargeting Human Adeno-associated virus VP1, clone K102 (FITC) VHH-His tag NanoAbTMTargeting Mouse OX40, clone 5028 (FITC) VHH-His tag NanoAbTMTargeting Human CD7, clone 6131 (FITC) VHH-His tag NanoAbTMTargeting Mouse ICAM, clone 6127 (FITC) VHH-His tag NanoAbTMTargeting Mouse EpCAM, clone 2124 (FITC) VHH-His tag NanoAbTMTargeting Mouse CTLA-4, clone 4018 (FITC) VHH-His tag NanoAbTMTargeting Human BLyS, clone 9057 (FITC) VHH-His tag NanoAbTMTargeting Human NGFR, clone 1046 (FITC) VHH-His tag NanoAbTMTargeting Human CD63, clone 3033 (FITC) VHH-His tag NanoAbTMTargeting Human FX, clone 1112 (FITC) VHH-His tag NanoAbTMTargeting Mouse PD-L1, clone G003 (FITC) VHH-His tag NanoAbTMTargeting Mouse CD138, clone 3123 (FITC) VHH-His tag NanoAbTMTargeting Mouse CD38, clone 1122 (FITC) VHH-His tag NanoAbTMTargeting Mouse PD-1, clone 4011 VHH-His tag NanoAbTMTargeting Human Ang-2, clone 3128 VHH-His tag NanoAbTMTargeting Mouse CD16, clone 2114 VHH-His tag NanoAbTMTargeting Human KLK2, clone I037 VHH-His tag NanoAbTMTargeting Human TNF Alpha, clone 9137 VHH-His tag NanoAbTMTargeting Human VEGFA, clone 4152 VHH-His tag NanoAbTMTargeting Mouse CEA, clone 6087 VHH-His tag NanoAbTMTargeting Mouse CD1d, clone C091 VHH-His tag NanoAbTMTargeting Human Factor IXa, clone C069 VHH-His tag NanoAbTMTargeting Human IL4R Alpha, clone 2073 VHH-His tag NanoAbTMTargeting Human PDGFRA, clone 7077 VHH-His tag NanoAbTMTargeting Mouse Napsin A, clone 6104 VHH-His tag NanoAbTMTargeting Human CTLA-4, clone Y147 VHH-His tag NanoAbTMTargeting Human CD79a, clone 2420 VHH-His tag NanoAbTMTargeting Human GM-CSF, clone P151 VHH-His tagNanoAbTMTargetingHuman FABP3,clone 5043 |
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| Year | Technology or product that has been successfully developed |
|---|---|
| VHH-His tag NanoAbTMTargeting Mouse RANKL, clone 8A25 VHH-His tag NanoAbTMTargeting Human IL17 Alpha, clone 1234 VHH-His tag NanoAbTMTargeting Human IL1 Beta, clone 1A90 VHH-His tag NanoAbTMTargeting Mouse ADO, clone P093 VHH-His tag NanoAbTMTargeting Mouse Gr-1, clone SB34 VHH-His tag NanoAbTMTargeting Mouse VEGF-A, clone 7B52 VHH-His tag NanoAbTMTargeting Human CD34, clone 5031 VHH-His tag NanoAbTMTargeting Human CD1d, clone 8130 VHH-His tag NanoAbTMTargeting Mouse FOLR1, clone H135 VHH-His tag NanoAbTMTargeting Mouse NKG2D, clone 7125 VHH-His tag NanoAbTMTargeting Human SLAMF7, clone 4081 VHH-His tag NanoAbTMTargeting Human MSLN, clone 1132 VHH-His tag NanoAbTMTargeting Mouse TIM-3, clone 4017 VHH-His tag NanoAbTMTargeting Mouse PD-1, clone 4011 (FITC) VHH-His tag NanoAbTMTargeting Human Ang-2, clone 3128 (FITC) VHH-His tag NanoAbTMTargeting Mouse CD16, clone 2114 (FITC) VHH-His tag NanoAbTMTargeting Human KLK2, clone I037 (FITC) VHH-His tag NanoAbTMTargeting Human TNF Alpha, clone 9137 (FITC) VHH-His tag NanoAbTMTargeting Human VEGFA, clone 4152 (FITC) VHH-His tag NanoAbTMTargeting Mouse CEA, clone 6087 (FITC) VHH-His tag NanoAbTMTargeting Mouse CD1d, clone C091 (FITC) VHH-His tag NanoAbTMTargeting Human Factor IXa, clone C069 (FITC) VHH-His tag NanoAbTMTargeting Human IL4R Alpha, clone 2073 (FITC) VHH-His tag NanoAbTMTargeting Human PDGFRA, clone 7077 (FITC) VHH-His tag NanoAbTMTargeting Mouse Napsin A, clone 6104 (FITC) VHH-His tag NanoAbTMTargeting Human CTLA-4, clone Y147 (FITC) VHH-His tag NanoAbTMTargeting Human CD79a, clone 2420 (iFluor 488) VHH-His tag NanoAbTMTargeting Human GM-CSF, clone P151 (FITC) VHH-His tag NanoAbTMTargeting Human FABP3, clone 5043 (FITC) VHH-His tag NanoAbTMTargeting Mouse RANKL, clone 8A25 (FITC) VHH-His tag NanoAbTMTargeting Mouse ADO, clone P093 (FITC) VHH-His tag NanoAbTMTargeting Human IL17 Alpha, clone 1234 (FITC) VHH-His tag NanoAbTMTargeting Human IL1 Beta, clone 1A90 (FITC) VHH-His tag NanoAbTMTargeting Mouse Gr-1, clone SB34 (FITC) VHH-His tag NanoAbTMTargeting Mouse VEGF-A, clone 7B52 (FITC) VHH-His tag NanoAbTMTargeting Human CD34, clone 5031 (iFluor 488) VHH-His tag NanoAbTMTargeting Human CD1d, clone 8130 (iFluor 488) VHH-His tag NanoAbTMTargeting Mouse FOLR1, clone H135 (iFluor 488) VHH-His tag NanoAbTMTargeting Mouse NKG2D, clone 7125 (FITC) VHH-His tag NanoAbTMTargeting Human SLAMF7, clone 4081 (iFluor 488) VHH-His tag NanoAbTMTargeting Human MSLN, clone 1132 (iFluor 488) VHH-His tag NanoAbTMTargeting Mouse TIM-3, clone 4017 (iFluor 488) VHH-His tag NanoAbTMTargeting Human serum albumin (HSA), clone K138 VHH-His tag NanoAbTMTargeting Mouse TNFR-1, clone 7105 VHH-His tag NanoAbTMTargeting Human CEACAM6, clone P129 VHH-His tag NanoAbTMTargeting Mouse TNFR-1, clone 7105 (FITC) VHH-His tagNanoAbTMTargetingHuman CEACAM6,clone P129(FITC) |
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4.1.4 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 invest more 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, 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 an 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 2025, 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. Abnova is currently developing nanobodies targeting circulating tumor cells (CTCs) to enhance the sensitivity of its diagnostic platform.
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 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
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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 and RNAFlex™ Automated System etc., 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 long-term business development of the Company.
4.2 Market and Sales Overview
4.2.1 Market analysis
1. Geographic areas where the main products (services) of the company are provided (supplied)
| (supplied) | (supplied) | ||||
|---|---|---|---|---|---|
| Unit: | NT$ 1,000; % | ||||
| Geographic area | FY 2023 | FY | 2024 | ||
| Sales Amount |
Sales Proportion |
Sales Amount |
Sales Proportion |
||
| Domestic sales | 12,387 | 3.24% | 15,232 | 4.29% | |
| Foreign sales |
Americas | 192,568 | 50.40% | 183,229 | 51.57% |
| Europe | 94,885 | 24.84% | 84,043 | 23.66% | |
| Others | 82,212 | 21.52% | 72,753 | 20.48% | |
| Total | 369,665 | 96.76% | 340,025 | 95.71% | |
| Grand total | 382,052 | 100.00% | 355,257 | 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 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 have the non-invasive advantage in medical testing and are 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
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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 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
-
According to a report published by Verified Market Research, the global cancer diagnostics market was valued at US$111.7 billion in 2024 and is projected to reach $188.43 billion by 2031, reflecting a compound annual growth rate (CAGR) of 6.77% during the forecast period from 2024 to 2031. The market's strong growth trajectory is driven by continuous advancements in biomarker technologies, imaging modalities, and other diagnostic innovations, alongside the rising incidence of cancer, a rapidly aging population, increased government awareness campaigns, and expanding public funding initiatives.
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 published by JP Morgan in 2024, the cancer diagnostics market is expected to continue expanding in the coming years, driven by technological advancements, the increasing number of cancer patients, and the growth of the aging population. Notably, the application of artificial intelligence (AI) in healthcare is anticipated to play a pivotal role in this expansion, with the healthcare AI market projected to reach nearly US$200 billion by 2030.
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
-
113 -
detection instrument companies have been struggling with.
-
(2) Continuously developing 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 reagents for CellTx[TM] cellular therapy, mRNA cancer therapy platform, RNAFlex™ Automated System, to continue enhancing its competitiveness.
-
(3) Custom Antibody Services
-
Leveraging years of expertise in antibody production, the Company has provided customized protein and antibody services to a diverse customer base, including end-users in specialized research fields, biotechnology firms, and the pharmaceutical industry. In 2025, the Company is expanding its offerings to include a broader range of customized solutions, such as nanobodies, VHH bispecific antibodies, VHH nanoBiTE™, and nanoCAR-T mRNA. These advancements aim to meet clients' increasing demands for precision and quality while enhancing their long-term engagement with Abnova’s products and services.
-
(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 2025, 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.
-
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-
B. Marketing channels network
-
The Company's global sales network includes global or regional distribution contracts, that have 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
-
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, and developing more disease-specific detection reagent kits. Since 2024, the Company has continuously expanded its product development portfolio, including nanobodies, nanoCAR-T mRNA services, CellTx™ reagents for cell therapy, and the RNAFlex™ automated system.
(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
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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.
4.2.2 Usage and manufacturing processes for the company's main products 1. Monoclonal Antibodies
A. Applications of 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 [148 x 387] 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 -----
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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:
Immunization Serum collection and antibody purification Identification and characterization of polyclonal antibody
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:
DNA construction In vitro transcription In vitro translation Recombinant protein purification Identification and characterization of recombinant protein
4.2.3 Supply situation for the company's major raw materials
| Major Raw Materials |
Major Suppliers | Supply Situation |
|---|---|---|
| Protein raw materials |
Supplier C | Stable, good |
| Reagent for cell culture |
Supplier LT, Supplier LB, Supplier U | Stable, good |
| Plasmid extraction kit |
Supplier Q | Stable, good |
| Purification reagent |
Supplier U, Supplier LB | Stable, good |
| Adjuvant | Supplier U, Supplier LB | Stable, good |
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4.2.4 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 2023 and FY2024 is shown below:
Unit: NT$ 1,000
| Unit: NT$1,000 | Unit: NT$1,000 | Unit: NT$1,000 | ||||||
|---|---|---|---|---|---|---|---|---|
| Item | FY 2023 | FY 2024 | ||||||
| Name | Amount | Percentage of annual net procurement amount (%) |
Relationship with issuer |
Name |
Amount | Percentage of annual net procurement amount (%) |
Relationship with issuer |
|
| 1 | Others | 134,837 | 100.00 | - | Others | 156,436 | 100.00 | - |
| Net procurement amount |
134,837 |
100.00 | - | Net procurement amount |
156,436 |
100.00 | - |
Reason for increase or decrease:
In 2023 & 2024, there was no supplier whose net purchase amount accounted for more than 10% of the total net purchase amount.
2. Information on major customers in the 2 most recent fiscal years:
The information on major customers for FY 2023 and FY2024 is shown below:
Unit: NT$ 1,000
| Item | FY 2023 | FY 2023 | FY 2023 | FY 2023 | FY 2024 | FY 2024 | FY 2024 | FY 2024 |
|---|---|---|---|---|---|---|---|---|
| Name | Amount |
Percentage of annual net sales amount (%) |
Relationship with issuer |
Name | Amount |
Percentage of annual net sales amount (%) |
Relationship with issuer |
|
| 1 | Customer A | 44,423 | 11.63 | - | Others | 355,257 | 100.00 | - |
| 2 | Others | 337,629 | 88.37 | - | - | |||
| Net sales amount |
382,052 | 100.00 | Net sales amount |
355,257 | 100.00 |
Reason for increase or decrease:
In 2024, no single customer accounted for more than 10% of total sales.
4.3 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 2023 | FY 2024 | As of April 10, 2025 | |
|---|---|---|---|---|
| Number of employees |
Manufacturing personnel |
55 | 55 | 55 |
| Sales and marketing personnel |
30 | 26 | 27 | |
| R&D personnel | 9 | 9 | 9 | |
| Total | 94 | 90 | 91 | |
| Average years of age | 43.60 | 43.72 | 44.10 | |
| Average years of service | 12.19 | 12.67 | 12.76 | |
| Education levels |
Ph.D. | 5% | 5% | 4% |
| Master’s | 29% | 29% | 30% | |
| Bachelor’s or other higher education |
65% | 64% | 64% | |
| High school | 1% | 2% | 2% | |
| Belowhighschool | 0% | 0% | 0% |
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4.4 Environmental Protection Expenditure
No environmental protection expenditure
4.5 Labor Relations
4.5.1 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
-
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 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.
-
(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 for new employees. The Company also provides 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.
-
(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 contributed labor pension funds to individual labor pension accounts at the Bureau of Labor Insurance for employees to protect employees' livelihood after retirement.
-
(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.
-
-
4.5.2 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.
-
119 -
4.6 Cyber Security Management:
4.6.1 Cyber security risk management framework, cyber security policies, concrete management programs, and investments in resources for cyber security management
- 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 80] intentionally omitted <==
==> picture [389 x 81] 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.
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
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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 2024, 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 2024.
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 the 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.
-
(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. In 2024, the Company carried out one backup recovery test and one disaster drill.
-
(7) In FY 2024, the Company's IT Department conducted a total of 4 cyber security advocacy programs.
-
(8) The Company held a total of 2 cyber security review meetings in FY 2024.
-
(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
-
121 -
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 13, 2024.
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 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 established an Information Technology Department, comprising one Information Security Officer and two Information Security Specialists. Dedicated personnel are responsible for the management of software and hardware infrastructure, as well as the implementation and maintenance of network security protocols. Their responsibilities also include overseeing the company’s website, monitoring web traffic, and ensuring robust cybersecurity measures. In 2023, the company launched a fully redesigned corporate website, enhancing user experience while significantly strengthening information security protections.
-
(2) 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.
-
(3) The Company has signed a firewall maintenance contract with an external vendor to provide maintenance and protection services.
-
(4) The Company implements off-site backup and off-site data retention mechanisms and regularly conducts disaster recovery drills.
-
(5) Education and training for the FY 2024:
| Trainee | Course Title | Training Institution | Number of Training Hours |
|---|---|---|---|
| Cyber Security Supervisor |
Regulatory Compliance and Internal Control Practices for Information Security |
Accounting Research and Development Foundation (ARDF),R.O.C. |
3 hours |
| Cyber security personnel |
2024 Cybersecurity Education and Training Program for Information Security Personnel of Listed and OTC Companies |
Taiwan Academy of Banking and Finance (TABF) |
3 hours |
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4.6.2 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 2024 up to the publication date of the annual report, and no financial and operational losses were incurred due to cyber security incidents.
4.7 Important Contracts
| 4.7 Important Contracts | 4.7 Important Contracts | 4.7 Important Contracts | 4.7 Important Contracts | 4.7 Important Contracts |
|---|---|---|---|---|
| April 10,2025 | ||||
| Nature of the Contracts |
Contracting Parties |
Commencement and Expiration Dates |
Major Content | Restrictiv e Clauses |
| Information service agreement |
CiteAb Limited |
2025.1.16~2026.1.15 | Providing product literature information and related statistical services on the company website |
None |
| Professional services agreement |
KPMG Taiwan | 2023.11.9~2025.9.30 | Provide advice on corporate sustainability reports and GHG inventories |
None |
| Distributor agreement |
As One International, Inc. |
2024.3.27~2025.3.26 Automatic renewal upon expiration |
Distributor in Japan | 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 |
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V. Review of Financial Conditions, Operating Results, and Risk Management
5.1 Analysis of Financial Status
Unit: NT$ 1,000; %
| Unit: NT$ 1,000; % | Unit: NT$ 1,000; % | |||
|---|---|---|---|---|
| Year Item |
2023 | 2024 | Difference | |
| Amount | % | |||
| Current assets | 919,822 | 967,240 | 47,418 | 5.2 |
| Property, plant and equipment | 257,863 | 252,207 | (5,656) | (2.2) |
| Intangible Assets | 69,640 | 62,687 | (6,953) | (10.0) |
| Other Assets | 108,418 | 118,914 | 10,496 | 9.7 |
| Total assets | 1,355,743 | 1,401,048 | 45,305 | 3.3 |
| Current Liabilities | 62,602 | 64,717 | 2,115 | 3.4 |
| Long-term Liabilities | 0 | 0 | 0 | 0 |
| Other Liabilities | 6,822 | 26,931 | 20,109 | 294.8 |
| Total Liabilities | 69,424 | 91,648 | 22,224 | 32 |
| Share Capital | 605,536 | 605,536 | 0 | 0 |
| Capital surplus | 474,527 | 474,527 | 0 | 0 |
| Retained earnings | 218,455 | 236,929 | 18,474 | 8.5 |
| Other Equity | (12,199) | (7,592) | (4,607) | (37.8) |
| Total Equity Attributable to Shareholders |
1,286,319 | 1,309,400 | 23,081 | 1.8 |
| Analysis of Deviation over 20%: 1. Increased in Other Liabilities ratio by 294.8%, mainly due to the increase in deferred income tax liabilities and lease liabilities. 2. Decreased in Other Equity ratio by 37.8%, mainly due to changes in the foreign exchange differences arising from the translation of financial statements of overseas operating entities. |
5.2 Analysis of Operation Results
5.2.1 Analysis of Financial Performance
| nalysis of Operation Results 5.2.1 Analysis of Financial Performance |
nalysis of Operation Results 5.2.1 Analysis of Financial Performance |
nalysis of Operation Results 5.2.1 Analysis of Financial Performance |
nalysis of Operation Results 5.2.1 Analysis of Financial Performance |
nalysis of Operation Results 5.2.1 Analysis of Financial Performance |
|---|---|---|---|---|
| Unit: NT$ 1,000 | ||||
| Year Item |
2023 | 2024 | Increase (Decrease) Amount |
Deviation (%) |
| Sales Revenue | 382,730 | 356,411 | (26,319) | (6.88) |
| Deduct: Sales returns and allowances |
(678) | (1,154) | 476 | 70.21 |
| Net Sales | 382,052 | 355,257 | (26,795) | (7.01) |
| Operating Costs | (208,137) | (191,998) | (16,139) | (7.75) |
| Gross Profit | 173,915 | 163,259 | (10,656) | (6.13) |
| Operating Expenses | (126,721) | (128,989) | 2,268 | 1.79 |
| Operating Profit | 47,194 | 34,270 | (12,924) | (27.38) |
| Non-operating Income and Benefits |
10,680 | 39,242 | 28,562 | 267.43 |
| Non-operating Expenses and Losses |
(9,357) | (323) | (9,034) | (96.55) |
| Profit Before Tax | 48,517 | 73,189 | 24,672 | 50.85 |
| Deduct: Income Tax (Expenses) Benefits |
(4,839) | (11,582) | 6,743 | 139.35 |
| Profit After Tax | 43,678 | 61,607 | 17,929 | 41.05 |
| Analysis of Deviation over 20% (Analysis is not required if the deviation does not exceed 20%): 1. Increase in sales returns and allowances: Mainly due to the increase 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. Increase in non-operating income and profit: Mainly due to the increase in foreign exchange gains. 4. Decrease in non-operating expenses and losses: Mainly due to a decrease in other losses. 5. Decrease in net profit before tax: Mainly due to the above-mentioned reasons. 6. Increase in income tax expenses: Mainly due to the increase in profit before tax. 7. Decrease in net profit after tax: Mainly due to the above-mentioned reasons. |
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5.2.2 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 4.2 Market and Sales Overview under Chapter IV. Operational Highlights described in this annual report.
5.3 Analysis of Cash Flow
5.3.1 Analysis of cash flow changes during the most recent fiscal year
| Year Item |
2023 |
2024 | Deviation (%) |
|---|---|---|---|
| Cash Flow Ratio | 121.75% | 78.58% | (35.46) |
| Cash Flow Adequacy Ratio | 1,078.74 % | 428.18% | (60.31) |
| Cash Reinvestment Ratio | 2.43% | 0.52% | (74.87) |
| Decrease in cash flow ratio: Mainly due to a 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. |
5.3.2 Corrective measures to be taken in response to illiquidity: Not applicable.
5.3.3 Solvency analysis for the coming year
| 5.3.3 Solvency analysis for the coming year | 5.3.3 Solvency analysis for the coming year | 5.3.3 Solvency analysis for the coming year | 5.3.3 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) **A+B-C ** |
Estimated Remedy for Cash Deficit |
|
| **Investment Plan ** | Financial Plan | ||||
| 448,545 | 72,399 | (59,620) | 461,324 | - | - |
| Analysis of cash flow 1. Operating activities: Mainly due to continued growth in the scale of operations in 2025 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 2025. 3.Financing activities:Mainly due to cashdividends distribution is expectedin 2025. |
- 5.4 Effect upon financial operations of any major capital expenditure during the most recent fiscal year: None.
5.5 Reinvestment policy for the most recent fiscal year, the main reasons for the profits/loses generated thereby, the plan for improving re-investment profitability, and investment plans for the coming year
5.5.1 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.
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5.5.2 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 | Unit: NT$ 1,000 | 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 |
(350) | Investment business |
Investment company |
None | Depending on operational conditions |
| Abnova (Cayman)Corporation |
(162) | Investment business |
Investment company |
None | Depending on operational conditions |
| Abnova(HK)Limited | 153 | Investment business |
(Not applicable) |
liquidated and deregistered on November 22, 2024. |
Liquidated and deregistered on November 22, 2024. |
| Abnova Diagnostics (Japan) |
(61) | R&D, production, sales and examination of medical device related products |
The primary reason is market adjustments. |
Actively promoting inspection services business in Japan |
Depending on operational conditions |
| AxleBio Ventures | (227) | Investment business |
Investment company |
None | None |
| Citil Pharma Incorporated |
(514) | R&D of cell therapy technology |
Mainly involves relevant operating expenses incurred during the early stages of investment |
None | Depending on operational conditions |
5.6. Risk analysis in the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report
5.6.1 Effect upon the company's profits (loses) of interest and exchange rate fluctuations and changes in the inflation rate, and response measures to be taken in the future
-
Interest rate: The Company is not affected by the interest rate as the Company has sufficient own funds and only have small short-term loans in line with banking relationships. In addition, the Company has established a long-standing and close relationship with the banks, so that
-
126 -
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.
-
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 is 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.
-
-
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.
-
5.6.2 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
-
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.
5.6.3 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 2025, please refer to 3. Development of new products on page 95-99. An estimated R&D expenses for clinical trials and proprietary technology licensing of NT$ 32,976 thousand to be invested by the Company in FY 2025.
5.6.4 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.
5.6.5 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 its market competitiveness. In the future, the Company will continue to monitor relevant
- 127 -
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.
5.6.6 Effect on the company's financial operations of developments in science and technology (including cyber security risks) as well as industrial change, 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.
5.6.7 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.
5.6.8 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.
5.6.9 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.
5.6.10 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.
5.6.11 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.
5.6.12 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.
5.6.13 Other important risks, and mitigation measures being or to be taken
- None.
5.7 Other important matters: None.
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VI. Special Disclosure
6.1 Information of the Affiliates
6.1.1 Consolidated Business Report of the Affiliates
1. Overview of the Affiliates
- (1) Organizational chart of the affiliates: (December 31, 2024)
==> picture [513 x 226] 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
(Liquidated and deregistered on November 22, 2024)
----- End of picture text -----
(2) Basic Information of the Affiliates
| December 31, | December 31, | 2024; Unit: NT$ 1,000 | ||
|---|---|---|---|---|
| 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 |
854 | Distribution of biological products |
| Abnova Holding Corporation |
2014.11.25 | Portcullis TrustNet Chambers, P.O. Box 3444, Road Town, Tortola, British Virgin Islands |
2,787 | 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 |
656 | Investment business |
| Abnova (HK) Limited | 2015.01.06 | Unit1606,16/F.,Citicorp Centre, No.18 Whitfield Road, Causeway Bay,Hong Kong |
0 | liquidated and deregistered on November 22, 2024. |
- 129 -
| Company Name | Incorporation Date |
Address | Paid-In Capital |
Main Business or Items |
|---|---|---|---|---|
| Abnova Diagnostics (Japan) |
2016.01.15 | 2nd Floor, Ikenokata Hiro Heights, 2-12-18 Ueno, Taito-ku, Tokyo |
18,891 | 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. |
2,372 | R&D of cell therapy technology |
-
(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 (2) 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, 2024 | December 31, 2024 | |||
|---|---|---|---|---|
| Company Name | Title | Representative | Shareholding | |
| Shares | % | |||
| Abnova –GmbH | Responsible Person |
Wilber Huang | (Note 1, 2) | 100% |
| Abnova Holding Corporation |
Director | Wilber Huang | 1,700 | 100% |
| Citil Pharma Incorporated | Responsible Person |
Wilber Huang | 2,890,000 | 40% |
| Abnova (Cayman) Corporation |
Director | Wilber Huang | 20,000 | 100% |
| Abnova (HK) Limited (Note 3) |
Director | Chiu Chi Ching | 0 | 0% |
| 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. Note 3: Liquidated and deregistered on November 22, 2024.
- 130 -
2. Overview of the Operations of the Affiliates
December 31, 2024; 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 | 854 | 0 | (2,501) | (2,809) | 0 | 0 | 0 | 0 |
| Abnova Holding Corporation |
2,787 | 8,050 | 0 | 8,050 | 0 | (194) | (350) | (206.12) |
| Citil Pharma Incorporated |
2,372 | 8,581 | (8,252) | 329 | 0 | (514) | (514) | (0.07) |
| Abnova (Cayman) Corporation |
656 | 7,102 | 0 | 7,102 | 0 | (308) | (162) | (8.12) |
| Abnova (HK) Limited (Note) |
0 | 0 | 0 | 0 | 0 | (109) | 153 | 0 |
| Abnova Diagnostics (Japan) |
18,891 | 1,026 | (42) | 984 | 558 | (23) | (61) | (0.03) |
| AxleBio Ventures | 1,300 | 1,012 | 0 | 1,012 | 0 | (27) | (227) | (1.75) |
Note: Liquidated and deregistered on November 22, 2024.
6.1.2 Consolidated Financial Statements of Affiliated Enterprises None.
- 6.2 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.
6.3 Other matters that require additional description: None.
- VII. 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: None.
VIII. Appendix
Consolidated financial statements for the most recent fiscal year: Please refer to page 132
- 131 -
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, 2024 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 26, 2025
~ 132 ~
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, 2024 and 2023, 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, 2024 and 2023, 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 Abnova (Taiwan) Corporation 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 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.
~ 133 ~
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 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 Abnova (Taiwan) Corporation‘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.
Other matter
Abnova (Taiwan) Corporation has prepared its parent-company-only financial statements as of and for the years ended December 31, 2024 and 2023, 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
~ 134 ~
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 26, 2025
~ 135 ~
Abnova (Taiwan) Corporation and Subsidiaries
Consolidated Balance Sheets
December 31, 2024 and 2023
(Expressed in Thousands of New Taiwan Dollars)
| Assets Current assets: 1100 Cash and cash equivalents (Note 6(1)) 1170 Accounts and notes 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, 2024 Amount % $ 448,545 32 43,066 3 6,803 1 451,886 32 16,940 1 967,240 69 - - 64 - 252,207 18 23,936 2 62,687 4 91,258 7 3,656 - 433,808 31 $ 1,401,048 100 |
December 31, 2023 Amount % 423,515 32 39,923 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 |
|---|---|---|
| Amount $ 448,545 43,066 6,803 451,886 16,940 967,240 - 64 252,207 23,936 62,687 91,258 3,656 433,808 $ 1,401,048 |
| Liabilities and equity Current liabilities: 2130 Contract liability-current (Note 6(15)) 2170 Accounts payable 2200 Other payables 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, 2024 Amount % $ 2,483 - 18,982 1 32,338 2 5,508 1 5,406 - 64,717 4 8,006 1 18,498 1 427 - 26,931 2 91,648 6 605,536 43 474,527 34 102,871 8 12,199 1 121,859 9 (7,592) (1) 1,309,400 94 $ 1,401,048 100 |
December 31, 2024 Amount % $ 2,483 - 18,982 1 32,338 2 5,508 1 5,406 - 64,717 4 8,006 1 18,498 1 427 - 26,931 2 91,648 6 605,536 43 474,527 34 102,871 8 12,199 1 121,859 9 (7,592) (1) 1,309,400 94 $ 1,401,048 100 |
**December 31, ** | **December 31, ** | 2023 % - 2 3 - - |
|---|---|---|---|---|---|
| Amount 2,349 14,935 34,423 5,105 5,790 |
|||||
64,717 4 |
62,602 |
5 | |||
8,006 1 18,498 1 427 - |
3,783 2,601 438 |
- - - |
|||
| 26,931 2 |
6,822 |
- | |||
91,648 6 |
69,424 |
5 | |||
605,536 43 474,527 34 102,871 8 12,199 1 121,859 9 (7,592) (1) |
605,536 474,527 98,565 11,907 107,983 (12,199) |
45 35 7 1 8 (1) |
|||
1,309,400 94 |
1,286,319 |
95 |
|||
$ 1,401,048 100 |
1,355,743 |
100 |
(See accompanying notes to financial statements.) Manager: JIH PEI JU
Chairman: WILBER HUANG
Accounting supervisor: CHANG YA PING
~ 136 ~
Abnova (Taiwan) Corporation and Subsidiaries Consolidated Statements of Comprehensive Income For the years ended December 31, 2024 and 2023
(Expressed in Thousands of New Taiwan Dollars)
| 4000 Operating revenue (Note 6(15) and 7) 5000 Operating costs (Note 6(5)) 5900 Net gross profit Operating expenses: 6100 Marketing expenses 6200 Administrative expenses 6300 R&D expenses 6450 Gains on reversal of expected credit loss (Note 6(3)) Total operating expenses 6900 Net operating income Non-operating income and expenses (Note 6(17)) :7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Finance cost 7060 Share of associates and joint ventures income accounted for using equity method (Note 6(6)) Total non-operating income and expenses 7900 Profit from continuing operations before tax 7950 Tax expense (Note 6(12)) 8200 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)) 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 8300 Other comprehensive income, net of tax 8500 Total comprehensive income Earnings per share (NT dollars) (Note 6(14)) 9750 Basic earnings per share (NT dollars) 9850 Diluted earnings per share (NT dollars) |
2024 | % 100 (54) 46 (12) (13) (11) (36) 10 5 - 6 - - 11 21 3 18 - - - 1 - 1 1 19 1.02 1.02 |
2023 | % 100 (55) |
||
|---|---|---|---|---|---|---|
| Amount $ 355,257 (191,998) |
Amount 382,052 (208,137) |
|||||
163,259 |
173,915 |
45 |
||||
(42,220) (47,431) (40,025) 687 (128,989) |
(45,261) (46,117) (38,396) 3,053 (126,721) |
(12) (12) (10) (33) |
||||
34,270 |
47,194 |
12 |
||||
17,315 44 21,883 (118) (205) |
10,528 152 (8,976) (142) (239) |
3 - (2) - - |
||||
38,919 |
1,323 |
1 |
||||
73,189 11,582 |
48,517 4,839 |
13 1 |
||||
61,607 |
43,678 |
12 |
||||
465 - |
(618) - (618) (292) - (292) (910) |
- - - - - - - |
||||
| 465 | ||||||
| 4,607 - |
||||||
| 4,607 | ||||||
5,072 |
||||||
$ 66,679 |
42,768 |
12 |
||||
$ $ |
0.72 | |||||
| 0.72 |
(See accompanying notes to financial statements.)
Chairman: WILBER HUANG Manager: JIH PEI JU
Accounting supervisor: CHANG YA PING
~ 137 ~
Abnova (Taiwan) Corporation and Subsidiaries Consolidated Statements of Changes in Equity For the years ended December 31, 2024 and 2023
(Expressed in Thousands of New Taiwan Dollars)
| Balance at January 1, 20223 Profit Other comprehensive income Total comprehensive income Appropriation and distribution of retained earnings: Legal reserve Special reserve Effect on equity of disposal of subsidiaries Balance at December 31, 2023 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, 2024 |
Equity attributable to owners of parent | Equity attributable to owners of parent | Equity attributable to owners of parent | Total equity 1,291,994 43,678 (910) 42,768 - - (48,443) 1,286,319 61,607 5,072 66,679 - - (43,598) 1,309,400 |
||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | Capital surplus | 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 |
|||||||||||||||
| Ordinary shares | Legal reserve | Special reserve | Unappropriated retained earnings |
|||||||||||||
| $ 605,536 - - - - - - 605,536 - - - - - - $ 605,536 |
474,527 - - - - - - 474,527 - - - - - - 474,527 |
85,642 - - - 12,923 - - 98,565 - - - 4,306 - - 102,871 |
- - - - - 11,907 - 11,907 - - - - 292 - 12,199 |
138,196 43,678 (618) 43,060 (12,923) (11,907) (48,443) 107,983 61,607 465 62,072 (4,306) (292) (43,598) 121,859 |
(6,962) - (292) (292) - - - (7,254) - 4,607 4,607 - - - (2,647) |
(4,945) - - - - - - |
||||||||||
| (4,945) - - - - - - (4,945) |
||||||||||||||||
(See accompanying notes to financial statements.) Manager: JIH PEI JU
Chairman: WILBER HUANG
Accounting supervisor: CHANG YA PING
~ 138 ~
Abnova (Taiwan) Corporation and Subsidiaries Consolidated Statements of Cash Flows For the years ended December 31, 2024 and 2023
(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 reversal gains Interest expense Interest income Share of associates and joint ventures losses accounted for using equity method Gain from disposal of property, plant and equipment Total adjustments to reconcile profit (loss) Changes in operating assets and liabilities: Changes in operating assets: Accounts and notes 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 used in investing activities Cash flows from financing activities: Repayment of lease principles Cash dividends paid Net cash flows from financing activities Effect of exchange rate changes on cash and cash equivalents Net increase in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period |
2024 $ 73,189 19,913 10,050 (687) 118 (17,315) 205 - |
2023 48,517 21,491 10,820 (3,053) 142 (10,528) 239 3,453 |
|---|---|---|
| 12,284 | 22,564 |
|
(2,456) (166) (45,584) 217 |
23,375 7,819 (14,548) (7,827) |
|
| (47,989) | 8,819 |
|
134 4,047 (2,208) (384) |
(273) (60) (7,033) 1,231 |
|
1,589 |
(6,135) |
|
(46,400) |
2,684 |
|
(34,116) |
25,248 |
|
39,073 17,329 (118) (5,432) |
73,765 10,072 (142) (7,476) |
|
50,852 |
76,219 |
|
(6,620) - 27,597 (1,097) (11) (81) (11) |
(19,566) 160 59,760 (9,320) 786 5,059 (88) |
|
19,777 |
36,791 |
|
(5,494) (43,598) |
(7,177) (48,443) |
|
(49,092) |
(55,620) |
|
3,493 25,030 423,515 |
(940) 56,450 367,065 |
|
$ 448,545 |
423,515 |
(See accompanying notes to financial statements.) Manager: JIH PEI JU
Chairman: WILBER HUANG
Accounting supervisor: CHANG YA PING
~ 139 ~
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, 2024 and 2023 (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 26, 2025.
3. New standards, amendments and interpretations adopted
- (1) The impact of the International Financial Reporting Standards (“IFRSs”) accounting standards 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, 2024.
-
‧ 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”
-
(2) The impact of not yet adopting IFRS accounting standards endorsed by the FSC The Group assesses that the adoption of the following new amendments, effective for annual period beginning on January 1, 2025, would not have a significant impact on its consolidated financial statements.
-
‧ Amendments to IAS 21 “Lack of Exchangeability”
-
(3) The impact of IFRS issued by IASB but not yet endorsed by the FSC
-
Standards and interpretations issued and amended by the IASB, but not yet endorsed by the FSC which may be relevant to the Group are as follows:
| New | or amended | or amended | standards | standards | Major amendments | Effective date by |
|---|---|---|---|---|---|---|
| IASB | ||||||
| IFRS | 18 | “Presentation | and | The new standard introduces three categories | January 1, 2027 | |
| Disclosure | in | Financial | of income and expenses, two income | |||
| Statements” | statement subtotals and one single note on | |||||
| management performance measures. The | ||||||
| three amendments, combined with |
||||||
| enhanced guidance on how to disaggregate | ||||||
| information, set the stage for better and |
~ 140 ~
Abnova (Taiwan) Corporation and Subsidiaries Notes to the Consolidated Financial Statements
| New or amended standards | Major amendments more consistent information for users, and will affect all the entities. ‧ A more structured income statement:under current standards, companies use different formats to present their results, making it difficult for investors to compare financial performance across companies. The new standard promotes a more structured income statement, introducing a newly defined “operating profit” subtotal and a requirement for all income and expenses to be allocated between three new distinct categories based on a company’s main business activities. ‧ Managementperformance measures (MPM): the new standard introduces a definition for management performance measures, and requires companies to explain in a single note to the financial statements why the measure provides useful information, how it is calculated and reconcile it to an amount determined under IFRS accounting standards. ‧ Greater disaggregation of information:the new standard includes enhanced guidance on how companies group information in the financial statements. This includes guidance on whether information is included in the primary financial statements or is further disaggregated in the notes. |
Effective date by IASB |
|---|---|---|
The Group continues to evaluate the impact of the aforementioned standards and interpretations on the financial position and financial performance; the relevant impact will be disclosed upon completion of the assessment.
-
The Group assesses that the adoption of the following other 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”
-
“ ” -
‧IFRS 19 Subsidiaries without Public Accountability: -
“ -
‧Amendments to IFRS 9 and IFRS 7 Amendments to the Classification and Measurement of Financial Instruments” -
‧ Annual Improvements to IFRS Standards
-
‧ Amendments to IFRS 9 and IFRS 7 “Contracts Referencing Nature-dependent Electricity”
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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.
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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, 2024 |
December 31, 2023 |
||||
| 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 liquidation procedures of Abnova (HK) Limited have been completed in November, 2024.
- C. Subsidiaries excluded from the consolidated financial statements:
| Name of investor Name of subsidiary Main activities |
Percentage of ownership December 31, 2024 December 31, 2023 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 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. As of December 31, 2024, the liquidation hasn’t been completed.
(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
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Abnova (Taiwan) Corporation and Subsidiaries Notes to the Consolidated Financial Statements
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.
-
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 (as defined in IAS7) 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. The liability is due to be settled within twelve months after the reporting period; or
-
D. The Group does not have the right at the end of the reporting period to defer the settlement of the liability for at least twelve months after the reporting period.
-
(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.
The periods of time deposits held by the Group are within one year from the date of acquisition, which are held for meeting short-term cash commitments, can be converted into a known amount of cash at any time, with only an insignificant risk of value changes. Therefore, time deposits are classified under cash and cash equivalents.
- (7) Financial instruments
Accounts receivables and debt securities issued are initially recognized when they are originated. All
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Abnova (Taiwan) Corporation and Subsidiaries Notes to the Consolidated Financial Statements
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.
- 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).
The Group measures loss allowances at an amount equal to lifetime ECL, except for the following which are measured as 12-month ECL:
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Abnova (Taiwan) Corporation and Subsidiaries Notes to the Consolidated Financial Statements
‧ 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 allowances for accounts receivables 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.
Lifetime expected credit losses are the expected credit losses resulted from all the possible defaults occurring on the financial instrument during its expected life.
12-month expected credit losses are the expected credit losses resulted from all the possible defaults occurring on the financial instrument in the 12 months after the reporting date (or a shorter period if the expected life of a financial statement is less than 12 months).
The maximum period to consider when measuring expected credit losses is the maximum contractual period over which the Group is exposed to credit risk.
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 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
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Abnova (Taiwan) Corporation and Subsidiaries Notes to the Consolidated Financial Statements
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) Equity transactions
An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities.
Equity instruments issued by the Group are recognized by the amounts equal to proceeds deducting direct issuing cost.
- (c) Financial liabilities
Financial liabilities are measured at amortized costs.
-
(d) 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.
-
(e) 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.
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
The perpetual inventory system is adopted by the Group, 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.
- (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
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Abnova (Taiwan) Corporation and Subsidiaries Notes to the Consolidated Financial Statements
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.
-
(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 16 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
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Abnova (Taiwan) Corporation and Subsidiaries Notes to the Consolidated Financial Statements
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 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.
(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 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.
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Abnova (Taiwan) Corporation and Subsidiaries Notes to the Consolidated Financial Statements
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, 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:
- (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.
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Abnova (Taiwan) Corporation and Subsidiaries Notes to the Consolidated Financial Statements
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 year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payables or receivables, which 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
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Abnova (Taiwan) Corporation and Subsidiaries Notes to the Consolidated Financial Statements
-
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 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.
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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 to future (including climate-related risks and opportunities) 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 to be in consistent with the Group’s risk management and climate-related commitments. The management recognizes any changes in accounting estimates during the period and the impact of those changes in accounting estimates in the following period on a prospective basis.
Accounting policies involve critical judgments and have no significant impact on the amount recognized in this consolidated financial statements.
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, 2024 $ 489 515 161,653 285,888 |
December 31, 2023 466 487 131,640 290,922 |
$ 448,545 |
423,515 |
|
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 -HukuiBiotechnology Corporation (Samoa) |
December 31, 2024 $ - |
December 31, 2023 - |
|---|---|---|
~ 153 ~
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.
As the Group did not dispose any strategic investments for the years ended December 31, 2024 and 2023, the accumulated gains and losses were not transferred within equity during the period.
-
B. The aforementioned financial assets were not pledged as collateral.
-
(3) Notes and accounts receivable
| Notes receivable Accounts receivable Less: Loss allowance |
December 31, 2024 |
December 31, 2023 491 44,679 (5,247) 39,923 |
|---|---|---|
| $ - 47,626 (4,560) |
||
$ 43,066 |
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 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, 2024 | December 31, 2024 | Loss allowance provision 751 687 554 415 457 234 1,462 4,560 |
|---|---|---|---|
| Gross carrying amount |
Weighted-aver age loss rate 1.87% 24.05% 39.22% 55.95% 58.84% 76.44% 100.00% |
||
| $ 40,072 2,857 1,412 741 776 306 1,462 |
|||
$ 47,626 |
| 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 |
December 31, 2023 | December 31, 2023 | Loss allowance provision 584 245 179 283 1,058 1,590 |
|---|---|---|---|
| Gross carrying amount |
Weighted-aver age loss rate 1.56% 19.20% 31.74% 48.68% 53.91% 75.37% |
||
| $ 37,369 1,276 563 582 1,962 2,110 |
~ 154 ~
Abnova (Taiwan) Corporation and Subsidiaries Notes to the Consolidated Financial Statements
| More than 365 days past due | 1,308 | 100.00% | 1,308 |
|---|---|---|---|
| $ | 45,170 | 5,247 | |
| The movement in the loss allowance for notes and accounts receivable were as | follows: | ||
| 2024 | 2023 | ||
| Balance at January 1 | $ | 5,247 | 8,152 |
| Reversal of impairment losses | (687) | (3,053) |
|
| Others | - | 148 | |
| Balance at December 31 | $ | 4,560 | 5,247 |
The aforementioned financial assets were not pledged as long-term loans and financing facilities.
- (4) Other receivables
| Other receivables | December 31, 2024 $ 6,803 |
December 31, 2023 31,099 |
|---|---|---|
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 then, 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 for the year ended December 31, 2023. The Group has collected CNY 14,500 thousand and CNY 6,100 thousand for the years ended December 31, 2024 and 2023, respectively. All the amounts have been collected in full.
(5) Inventories
| Raw materials and supplies Semi-finished goods Work in progress Finished goods Merchandise Testing instruments |
December 31, 2024 December 31, 2023 $ 31,505 23,680 257,884 250,513 34,414 9,954 121,953 118,303 6,107 5,163 23 689 $ 451,886 408,302 |
|---|---|
~ 155 ~
Abnova (Taiwan) Corporation and Subsidiaries Notes to the Consolidated Financial Statements
The components of cost of sales for the years ended December 31, 2024 and 2023 are as follows:
| follows: | ||
|---|---|---|
| Sales of inventories transferred Inventory disposal loss Inventory valuation loss Total |
2024 $ 151,320 60,048 (19,370) |
2023 160,359 60,126 (12,348) 208,137 |
$ 191,998 |
As of December 31, 2024 and 2023, 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, 2024 $ (2,809) |
December 31, 2023 (2,809) 251 |
|---|---|---|
$ 64 |
Note : The net amount deducted from receivables as of December 31, 2024 and 2023 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.
Abnova Holding Corporation refunded the proceeds from capital reduction of NT$82,467 thousand (US$2,550 thousand) in June 2024, and the legal registration procedures have been completed.
As of December 31, 2024 and 2023, the investment adopting equity method were not pledged as collateral.
~ 156 ~
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, 2024 and 2023 are as follows:
| Cost or deemed cost: Balance at January 1, 2024 Additions Reclassifications Disposals Effects of changes in foreign exchange rates Balance at December 31, 2024 Balance at January 1, 2023 Additions Disposals Effects of changes in foreign exchange rates Balance at December 31, 2023 Depreciation and impairment loss: Balance at January 1, 2024 Depreciation Disposals Effects of changes in foreign exchange rates Balance at December 31, 2024 Balance at January 1, 2023 Depreciation Disposals Effects of changes in foreign exchange rates Balance at December 31, 2023 Carrying amount: December 31, 2024 January 1, 2023 December 31, 2023 |
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 - - - - |
184,800 5,435 2,133 (10,194) (59) |
26,172 640 - (10) (34) |
18,366 149 25 - - |
8,642 396 - (260) - |
225 - (25) - - |
477,863 6,620 2,133 (10,464) (93) |
|
| $ 137,911 |
101,747 |
182,115 |
26,768 |
18,540 |
8,778 |
200 |
476,059 |
|
$ 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 |
|
$ - - - - |
35,799 5,997 - - |
138,257 7,171 (10,194) (58) |
25,891 208 (10) (32) |
11,833 814 - - |
8,220 216 (260) - |
- - - - |
220,000 14,406 (10,464) (90) |
|
| $ - |
41,796 | 135,176 |
26,057 |
12,647 |
8,176 |
- |
223,852 |
|
| $ - - - - |
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 |
|
| $ 137,911 |
59,951 |
46,939 |
711 |
5,893 |
602 |
200 |
252,207 |
|
$ 137,911 |
71,946 |
42,529 |
260 |
3,345 |
355 |
200 |
256,546 |
|
$ 137,911 |
65,948 |
46,543 |
281 |
6,533 |
422 |
225 |
257,863 |
As of December 31, 2024 and 2023, the property, plant and equipment were not pledged as collateral.
~ 157 ~
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, 2024 and 2023 are as follows :
| Cost: Balance at January 1, 2024 Additions Disposals Balance at December 31, 2024 Balance at January 1, 2023 Additions Disposals Effects of changes in foreign exchange rates Balance at December 31, 2023 Depreciation and impairment loss: Balance at January 1, 2024 Depreciation Disposals Balance at December 31, 2024 Balance at January 1, 2023 Depreciation Disposals Effects of changes in foreign exchange rates Balance at December 31, 2023 Carrying amount: December 31, 2024 January 1, 2023 December 31, 2023 |
Buildings and structures |
Transportation equipment |
Total 44,604 21,794 (34,579) 31,819 46,117 4,020 (5,167) (366) 44,604 36,955 5,507 (34,579) 7,883 35,384 7,087 (5,167) (349) 36,955 23,936 10,733 7,649 |
|
|---|---|---|---|---|
| $ 41,650 20,846 (33,027) |
2,954 948 (1,552) |
|||
$ 29,469 |
2,350 |
|||
$ 43,163 4,020 (5,167) (366 $ 41,650 |
2,954 - - - |
|||
| 2,954 | ||||
$ 34,078 5,035 (33,027) |
2,877 472 (1,552) |
|||
$ 6,086 |
1,797 |
|||
$ 32,975 6,619 (5,167) (349) |
2,409 468 - - |
|||
$ 34,078 |
2,877 | |||
$ 23,383 |
553 |
|||
$ 10,188 |
545 | |||
$ 7,572 |
77 |
~ 158 ~
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, 2024 and 2023 were as follows:
Development
expenditure of
| Development expenditure of |
|||
|---|---|---|---|
| Cost: Balance at January 1, 2024 Separately acquired Internally developed Inventories transferred to intangible assets Balance at December 31, 2024 Balance at January 1, 2023 Separately acquired Internally developed Inventories transferred to intangible assets Balance at December 31, 2023 Amortization and impairment loss: Balance at January 1, 2024 Amortization Balance at December 31, 2024 Balance at January 1, 2023 Amortization Balance at December 31, 2023 Carrying amount: Balance at December 31, 2024 January 1, 2023 Balance at December 31, 2023 |
monoclonal antibody hybridoma |
Other 7,771 32 - - |
Total 405,366 32 1,065 2,000 408,463 393,721 7,771 1,549 2,325 405,366 335,726 10,050 345,776 324,906 10,820 335,726 62,687 68,815 69,640 |
$ 325,044 75,616 |
7,803 | ||
$ 318,105 75,616 - - 1,549 - 2,325 - |
- 7,771 - - |
||
$ 321,979 75,616 |
7,771 | ||
$ 311,710 23,818 6,663 2,408 |
198 979 |
||
$ 318,373 26,226 |
1,177 |
||
$ 303,497 21,409 8,213 2,409 |
- 198 |
||
$ 311,710 23,818 |
198 |
||
$ 6,671 49,390 |
6,626 |
||
$ 14,608 54,207 |
- |
||
$ 10,269 51,798 |
7,573 |
The amortization expenses of intangible assets for the years ended December 2024 and 2023 were presented in the following items in the consolidated statements of comprehensive income:
| Operating costs Operating expenses |
2024 $ 6,662 3,388 |
2023 8,214 2,606 10,820 |
|---|---|---|
$ 10,050 |
~ 159 ~
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, 2024 $ 5,508 |
December 31, 2023 5,105 2,601 |
|---|---|---|
$ 18,498 |
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: | ||
|---|---|---|---|
| 2024 | 2023 | ||
| Interest on lease liabilities | $ | 118 | 137 |
| Expenses relating to short-term leases | $ | 3,326 | 2,253 |
| The amount recognized in the statements of cash flows for the Group | were as follows: | ||
| 2024 | 2023 | ||
| Total cash outflow for leases | $ | 8,938 | 9,567 |
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, 2024, which typically run for a period of one to five years.
B. Other leases
The Group leases transportation equipment with contract terms of two to 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, 2024 $ 5,075 (6,402) |
December 31, 2023 5,609 (6,460) (851) |
|---|---|---|
$ (1,327) |
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. 1116069618, No. 1126041943, and No. 1136038957, of August 15, 2022, and August 29,2023, and August 5, 2024, respectively which approved to suspend the appropriation of pension fund from September 2022 to August 2023, from September
~ 160 ~
Abnova (Taiwan) Corporation and Subsidiaries Notes to the Consolidated Financial Statements
2023 to August 2024, and from September 2024 to August 2025.
(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$6,402 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, 2024 and 2023 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 fromexperience adjustments -Actuarial gains and losses arising fromchanges in financial assumptions Benefits paid Defined benefit obligations at December 31 |
2024 $ 5,609 73 409 (251) (765) $ 5,075 |
2023 5,743 80 575 67 (856) 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, 2024 and 2023 were as follows:
| 2024 and 2023 were as follows: | ||
|---|---|---|
| Fair value of plan assets at January 1 Interest income Remeasurements of net defined benefit obligations -Return on plan assets excluding interestincome Benefits paid Fair value of plan assets at December 31 |
2024 $ (6,460) (84) (623) 765 $ (6,402) |
2023 |
| (7,191) (101) (24) 856 (6,460) |
~ 161 ~
Abnova (Taiwan) Corporation and Subsidiaries Notes to the Consolidated Financial Statements
(d) Expenses recognized in profit or loss
The expenses recognized in profit or loss for the years ended December 31, 2024 and 2023 were as follows:
| 2023 were as follows: | ||
|---|---|---|
| Net interest of net defined benefit liabilities (assets) Operating costs Operating expenses |
2024 $ (11) |
2023 (21) 2023 (16) (5) (21) |
2024 $ (8) (3) |
||
$ (11) |
(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, 2024 1.70% 3.00% |
December 31, 2023 1.30% 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 of the year ended December 31, 2024 is $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, 2024 and 2023, if the actuarial assumptions had changed, the impact on the present value of the defined benefit obligations shall be as follows:
| December 31, 2024 Discount rate Future salary increases rate December 31, 2023 Discount rate Future salary increases rate |
Influences of defined benefit obligations | Influences of defined benefit obligations |
|---|---|---|
| Increase0.25% (150) 140 (166) 156 |
Decrease0.25% | |
| 155 (136) 172 (151) |
~ 162 ~
Abnova (Taiwan) Corporation and Subsidiaries Notes to the Consolidated Financial Statements
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 2024 and 2023.
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$3,521 thousand and NT$3,686 thousand for the years ended December 31, 2024 and 2023, respectively.
(12) Income taxes
A. Tax expense
The components of the income tax in the years 2024 and 2023 were as follows:
| Current tax expense Current period Adjustment for prior periods Deferred tax expense Origination and reversal of temporary differences |
2024 $ 3,343 - |
2023 5,365 (1,509) 3,856 983 4,839 |
|---|---|---|
| 3,343 | ||
8,239 |
||
$ 11,582 |
The reconciliation of income tax expenses recognized in other comprehensive income were as below:
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 |
2024 $ 73,189 |
2023 48,517 9,703 32 91 (5,326) (1,509) 1,848 4,839 |
$ 14,638 31 81 (3,168) - - |
||
| $ 11,582 |
B. Deferred tax assets and liabilities
Changes in the amount of deferred tax assets for the years ended December 31, 2024 and 2023 were as follows:
~ 163 ~
Abnova (Taiwan) Corporation and Subsidiaries Notes to the Consolidated Financial Statements
| Deferred tax liabilities: Balance at January 1, 2024 Recognized in profit or loss Balance at December 31, 2024 Balance at January 1, 2023 Recognized in profit or loss Balance at December 31, 2023 Deferred tax assets: Balance at January 1, 2024 Recognized in profit or loss Balance at December 31, 2024 Balance at January 1, 2023 Recognized in profit or loss Balance at December 31, 2023 |
Allowance for inventory valuation and obsolescence $ 1,376 4,293 |
Gains on long- term equity investments accounted for using equity method 2,407 (70) |
Total 3,783 4,223 8,006 5,804 (2,021) 3,783 Total 95,274 (4,016) 91,258 98,278 (3,004) 95,274 |
|---|---|---|---|
$ 5,669 |
2,337 |
||
$ 1,296 80 |
4,508 (2,101) |
||
| $ 1,376 |
2,407 |
||
Allowance for inventory valuation and obsolescence $ 93,288 (3,874) |
Other 1,986 (142) |
||
$ 89,414 |
1,844 |
||
$ 95,758 (2,470) |
2,520 (534) |
||
$ 93,288 |
1,986 |
C. Assessment of tax
The Company’s tax returns for the years through 2022 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, 2024 and 2023, of which 60,554 thousand shares with par value of NT$10 were issued. Payments for all issued shares had been received.
~ 164 ~
Abnova (Taiwan) Corporation and Subsidiaries Notes to the Consolidated Financial Statements
B. Capital surplus
The balances of capital surplus were as follows:
| Share premium | December 31, 2024 $ 474,527 |
December 31, 2023 |
|
|---|---|---|---|
| 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 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.
~ 165 ~
Abnova (Taiwan) Corporation and Subsidiaries Notes to the Consolidated Financial Statements
(c) Earnings distribution
The amount of cash dividends on the appropriations of earnings for 2023 and 2022 had been approved during the board meetings on February 20, 2024 and February 24, 2023, respectively. The relevant dividend distributions to shareholders were as follows:
| Dividends distributed to ordinary shareholders: Cash |
2023 Amount per share Amount $ 0.72 43,598 |
2022 Amount per share Amount 0.80 48,443 |
2022 Amount per share Amount 0.80 48,443 |
|---|---|---|---|
| Amount per share |
Amount per share |
||
| $ 0.72 | 0.80 |
The amount of dividends on the appropriation of earnings for 2024 is proposed to be approved by the board meetings on February 26, 2025. The distribution to shareholders was as follows:
| Amount per Dividends distributed to ordinary shareholders Cash $ Other equity interest Exchange differences on translation of foreign financial statements Balance at January 1, 2024 $ (7,254) Exchange differences on foreign operations 4,607 Balance at December 31, 2024 $ (2,647) Balance at January 1, 2023 $ (6,962) Exchange differences on foreign operations (292) Balance at December 31, 2023 $ (7,254) |
2024 share Amount 0.90 54,498 Unrealized gains (losses) from financial assets measured at fair value through other comprehensi ve income Total (4,945) (12,199) - 4,607 (4,945) (7,592) (4,945) (11,907) - (292) (4,945) (12,199) |
2024 share Amount 0.90 54,498 Unrealized gains (losses) from financial assets measured at fair value through other comprehensi ve income Total (4,945) (12,199) - 4,607 (4,945) (7,592) (4,945) (11,907) - (292) (4,945) (12,199) |
2024 share Amount 0.90 54,498 Unrealized gains (losses) from financial assets measured at fair value through other comprehensi ve income Total (4,945) (12,199) - 4,607 (4,945) (7,592) (4,945) (11,907) - (292) (4,945) (12,199) |
2024 share Amount 0.90 54,498 Unrealized gains (losses) from financial assets measured at fair value through other comprehensi ve income Total (4,945) (12,199) - 4,607 (4,945) (7,592) (4,945) (11,907) - (292) (4,945) (12,199) |
2024 share Amount 0.90 54,498 Unrealized gains (losses) from financial assets measured at fair value through other comprehensi ve income Total (4,945) (12,199) - 4,607 (4,945) (7,592) (4,945) (11,907) - (292) (4,945) (12,199) |
||
|---|---|---|---|---|---|---|---|
| **Amount per ** | share | ||||||
Total (12,199) 4,607 |
|||||||
(7,592) |
|||||||
(11,907) (292) |
|||||||
(12,199) |
D. Other equity interest
(14) Earnings per share
A. Basic earnings per share
The basic earnings per share of the Group in 2024 and 2023 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
| Profit attributable to ordinary shareholders of the Company |
2024 $ 61,607 |
2023 43,678 |
|
|---|---|---|---|
(b) Weighted average number of ordinary shares (in thousands)
~ 166 ~
Abnova (Taiwan) Corporation and Subsidiaries Notes to the Consolidated Financial Statements
| Weighted average number of ordinary shares at December 31 (in thousands) (the number of shares at January 1) |
2024 60,554 |
2023 60,554 |
|
|---|---|---|---|
B. Diluted earnings per share
The diluted earnings per share in 2024 and 2023 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:
(a) Profit attributable to ordinary shareholders of the Company (diluted)
| Profit attributable to ordinary shareholders of the Company (diluted) |
2024 $ 61,607 |
2023 | ||
|---|---|---|---|---|
| 43,678 | ||||
(b) Weighted average number of ordinary shares (diluted) (in thousands)
| Weighted average number of ordinary shares (basic) Effect of employee share bonus Weighted average number of ordinary shares at December 31 (diluted) |
2024 60,554 118 60,672 |
2023 | |
|---|---|---|---|
60,554 78 60,632 |
(15) Revenue from contracts with customers
A. Details of revenue
| Primary geographical markets: America Europe Taiwan Other country Main product/service line: Monoclonal antibody Matched antibody Protein Polyclonal antibody Testing instruments Other |
2024 $ 183,229 84,043 15,232 72,753 |
2023 |
|---|---|---|
192,568 94,885 12,387 82,212 |
||
$ 355,257 |
382,052 |
|
$ 120,247 70,998 51,681 22,471 5,831 84,029 |
121,011 76,590 63,250 24,502 7,343 89,356 |
|
$ 355,257 |
382,052 |
~ 167 ~
Abnova (Taiwan) Corporation and Subsidiaries Notes to the Consolidated Financial Statements
B. Contract balances
| Notes and accounts receivable Less: Loss allowance Total Contract liabilities |
December 31, 2024 $ 47,626 (4,560) |
December 31, 2023 45,170 (5,247) |
January 1, 2023 68,397 (8,152) |
|---|---|---|---|
$ 43,066 |
39,923 |
60,245 |
|
$ 2,483 |
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, 2024 and 2023 recognized as revenue for the years 2024 and 2023 were NT$360 thousand and NT$706 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 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, 2024 and 2023, the Company recognized its employee remuneration amounting to NT$3,235 thousand and NT$2,155 thousand respectively; as well as its remuneration to directors and supervisors amounting to NT$616 thousand and NT$411 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 2024 and 2023.
(17) Non-operating income and expenses
- A. Interest income
The details of interest income were as follows:
| Interest income from bank deposits Other income The details of other income were as follows: Other income |
2024 $ 17,315 |
2023 10,528 |
|---|---|---|
2024 $ 44 |
2023 152 |
B. Other income Other income
The details of other income were as follows:
~ 168 ~
Abnova (Taiwan) Corporation and Subsidiaries Notes to the Consolidated Financial Statements
C. Other gains and losses
The details of other gains and losses were as follows:
| Other gains and losses The details of other gains and losses were as follows: |
||
|---|---|---|
| Losses on disposal of property, plant and equipment Foreign exchange gains Miscellaneous revenue (expenses) |
2024 $ - 21,782 101 $ 21,883 |
2023 (3,453) 1,247 (6,770) |
(8,976) |
D. Finance cost
The details of finance cost were as follows:
| Other finance expense | 2024 $ 118 |
2023 142 |
|---|---|---|
(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, 2024 and 2023, 8% and 13%, respectively, of accounts receivable were concentrated on the biggest customer, and 92% and 87%, 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, 2024, the Group had no impairment on other receivables.
~ 169 ~
Abnova (Taiwan) Corporation and Subsidiaries Notes to the Consolidated Financial Statements
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, 2024 Non-derivative financial liabilities Accounts payable Other payables Lease liabilities December 31, 2023 Non-derivative financial liabilities Accounts payable Other payables Lease liabilities |
Carrying amount |
Contractual cash flow |
Within 1year | 1 to 2years | 2 to 5years | Over 5years - - - |
|---|---|---|---|---|---|---|
| $ 18,982 32,300 24,006 |
18,982 32,300 25,120 |
18,982 32,300 5,932 |
- - 5,524 |
- - 13,664 |
||
$ 75,288 |
76,402 |
57,214 |
5,524 |
13,664 |
- |
|
$ 14,935 34,384 7,706 |
14,935 34,384 7,867 |
14,935 34,384 5,203 |
- - 2,664 |
- - - |
- - - |
|
$ 57,025 |
57,186 |
54,522 |
2,664 |
- |
- |
The Group does not expect the cash flows included in the maturity analysis to occur significantly earlier or at significantly different amounts.
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 JPY Financial liabilities Monetary items USD EUR |
December 31, 2024 | New Taiwan Dollars 359,788 10,840 4,565 1,741 12,201 3,033 |
|
|---|---|---|---|
| Foreign currency (inthousands) Exchange rate $ 10,974USD :TWD32.785 318EUR :TWD34.14 111GBP :TWD41.19 8,292JPY :TWD0.2099 372USD :TWD32.785 89EUR :TWD34.14 |
|||
~ 170 ~
Abnova (Taiwan) Corporation and Subsidiaries Notes to the Consolidated Financial Statements
| Financial assets Monetary items USD EUR GBP CNY Financial liabilities Monetary items USD EUR CNY |
December 31, 2023 | New Taiwan Dollars 339,214 10,311 3,464 26,815 9,844 2,909 3,214 |
|
|---|---|---|---|
| Foreign currency (in thousands) Exchange rate $ 11,048USD :TWD30.705 303EUR :TWD33.98 88GBP :TWD39.15 6,197CNY :TWD4.327 321USD :TWD30.705 86EUR :TWD33.98 743CNY :TWD4.327 |
|||
- (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, 2024 and 2023 would have increased (decreased) the net profit after tax by NT$2,894 thousand and NT$2,911 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, 2024 and 2023, the foreign exchange gains (losses) (including realized and unrealized portions) amounted to NT$21,782 thousand and NT$1,247 thousand, respectively.
- 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$1,617 and NT$1,316 thousand for the years ended December 31, 2024 and 2023, assuming all other variable factors remain constant. This is mainly due to the Group’s deposits and investments in floating variable rates.
~ 171 ~
Abnova (Taiwan) Corporation and Subsidiaries Notes to the Consolidated Financial Statements
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 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 |
December 31, 2024 | December 31, 2024 | December 31, 2024 | ||
|---|---|---|---|---|---|
| Carrying amount $ - |
Fairvalue | Total - |
|||
| Level 1 - |
Level 2 - |
Level 3 - |
|||
| 448,545 43,066 6,803 869 1,786 |
- - - - - |
- - - - - |
- - - - - |
- - - - - |
|
501,069 |
- |
- | - | - | |
$ 501,069 |
- |
- | - | - | |
$ 18,982 32,300 24,006 |
- - - |
- - - |
- - - |
- - - |
|
$ 75,288 |
- |
- | - | - | |
December 31, 2023 |
|||||
| Carrying amount $ - |
Fairvalue | Total - |
|||
| Level 1 - |
Level 2 - |
Level 3 - |
|||
| 423,515 39,923 31,099 |
- - - |
- - - |
- - - |
- - - |
~ 172 ~
Abnova (Taiwan) Corporation and Subsidiaries Notes to the Consolidated Financial Statements
| 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 Lease liabilities Total |
858 - - - - 1,786 - - - - |
|---|---|
497,181 - - - - |
|
$ 497,181 - - - - |
|
$ 14,935 - - - - 34,384 - - - - 7,706 - - - - |
|
$ 57,025 - - - - |
(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.
(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
~ 173 ~
Abnova (Taiwan) Corporation and Subsidiaries Notes to the Consolidated Financial Statements
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.
-
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.
~ 174 ~
Abnova (Taiwan) Corporation and Subsidiaries Notes to the Consolidated Financial Statements
(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:
| consolidated financial report were as follows: | |
|---|---|
| Name of related party Abnova-GmbH Citil Pharma Incorporated Wellconn Genomics |
Relationship with the Group |
| Subsidiary of the Group Associate of the Group Other related party (Note) |
Note: The liquidation procedures of the related party have been completed in March 2023.
(2) Significant transactions with related parties
A. Operating revenue
The significant sales amount of the Group to related parties were as follows:
| Associate | 2024 $ - |
2023 448 |
|---|---|---|
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
| Related parties Abnova GmbH Less: Investment additions accounted for using equity method Other non-current liabilities |
December 31, 2024 $ 2,382 (2,809) |
December 31, 2023 2,371 (2,809) (438) |
|---|---|---|
$ (427) |
-
(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 2024 and 2023 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 were NT$360 thousand.
-
(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 was NT$135 thousand.
~ 175 ~
Abnova (Taiwan) Corporation and Subsidiaries Notes to the Consolidated Financial Statements
(3) Key management personnel transaction
Key management personnel compensation comprised:
[Short-term employee benefits ]
| 2024 | 2023 11,651 |
|---|---|
| $ 12,118 |
8. Pledged assets
The carrying values of pledged assets were as follows:
| dged assets The carrying values of pledged assets |
were as follows: | ||
|---|---|---|---|
| Pledged assets | Object | December 31, 2024 $ 869 1,786 |
December 31, 2023 858 1,786 |
| Pledged time deposits (as other current assets) Guarantee deposits paid (as other non- current assets) |
Customs duty pledged, Deposits for office and plant |
||
$ 2,655 |
2,644 |
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 Group’s contractual commitments for the acquisition of intangible assets that were not recognized as of December 31, 2024 and 2023 were NT$35,572 thousand and NT$33,315 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.
The Group and the company of non-related party signed a contract manufacturing agreement on October 11, 2023, and the lead payment and the first payment were paid. 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 Group’s contractual commitments for the aforementioned contract that were not recognized as of December 31, 2024 is NT$23,250 thousand.
10. Losses due to major disasters : None.
11. Subsequent events : None.
~ 176 ~
Abnova (Taiwan) Corporation and Subsidiaries Notes to the Consolidated Financial Statements
12. Other
The employee benefits, depreciation, and amortization expenses categorized by function, were as follows:
| follows: | ||||||
|---|---|---|---|---|---|---|
_By functionBy item |
2024 |
2023 | ||||
| Operating cost |
Operating expenses |
Total | Operating cost |
Operating expenses |
Total | |
| Employee benefits Salaries and wages Labor and health insurance Pension Other Depreciation expenses Amortization expenses |
33,411 3,716 1,820 1,792 6,973 6,662 |
43,539 3,307 1,690 1,471 12,940 3,388 |
76,950 7,023 3,510 3,263 19,913 10,050 |
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 |
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:
==> picture [450 x 134] intentionally omitted <==
----- Start of picture text -----
(Expressed in Thousands of New Taiwan Dollars)
Name of Name of Account Related Highest Ending Actual Range Natur Transacti Reasons for Allowance Collateral Individual Maximum
Numb lender borrower name party balance of balance usage of e of on short-term for bad funding limit of
er financing amount interest financ amount financing debt loan limits fund
to other during the rates ing for Amount financing
parties period during business
during the the between
period period two
parties
Name Value
0 Abnova Abnova-G Other Yes 5,000 5,000 2,382 - 2 - Operating - - 130,940 523,760
(Taiwan) mbH receivabl turnover for
Corporation es - insufficient
related working
party capital
(Note 4)
----- 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’ for entities the Company has business transactions with.
-
‘2’ for entities that have short-term financing needs.
-
Note 3
:Limit of fund financing: -
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.
-
The individual financing amount to one entity that have business transaction with the Company shall not exceed the total transaction amount.
-
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.
-
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”.. Please refer to Note 7.
-
Note 5
:The aforementioned transactions have been eliminated in preparing the consolidated financial statements.
B. Guarantees and endorsements for other parties: None.
~ 177 ~
Abnova (Taiwan) Corporation and Subsidiaries Notes to the Consolidated Financial Statements
- C. Securities held as of December 31, 2024 (excluding investment in subsidiaries, associates and joint ventures):
| and joint ventures): | and joint ventures): | and joint ventures): | and joint ventures): | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Unit: New Taiwan Dollars / share | |||||||||
| Name of holder | Category and name of security |
Relationship with company |
Account name | 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.
-
(2) Information on investees (excluding information on investees in Mainland China):
The following is the information on investees for the years ended December 31, 2024
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 | Net income (loss) of investee |
Investment profit (loss) recognized by investor |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2024 |
December 31, 2023 |
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 Abnova (Cayman) Corporation Abnova (HK) Limited Abnova Diagnostics |
Germany British Virgin Islands Taiwan USA Cayman Islands Hong Kong Japan |
Distribution of biological products Investment business Investment business R&D of cell therapy technology Investment business Investment business R&D, manufacturing and sales of medical device, etc., testing services |
854 2,787 1,300 342 656 - 18,891 |
854 86,388 1,300 342 85,405 54,751 18,891 |
(Note 4) 1,700 130,000 2,890,000 20,000 - 1,800,000 |
100.00% 100.00% 100.00% 40.00% 100.00% - % 100.00% |
(2,809) 8,050 944 64 7,102 - 984 |
- (350) (227) (514) (162) 153 (61) |
- (350) (227) (205) (162) 153 (61) |
Subsidiar y 〞〞Associate (Note 5) Second- tier subsidiar y 〞〞 |
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:TWD32.785 of December 31, 2024. Note 3 : The original investment amount of investees was calculated at JPY1:TWD0.2099 of December 31, 2024. 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”. Please refer to Note 7.
Note 6 : Please refer to Note 6(6).
- (3) Information on investment in Mainland China: None.
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Abnova (Taiwan) Corporation and Subsidiaries Notes to the Consolidated Financial Statements
(4) Major shareholders :
ajor shareholders: |
ajor shareholders: |
ajor shareholders: |
|---|---|---|
| Unit: Shares | ||
| Shareholding Shareholder’s name |
Shares | Percentage |
| Huang Wilber | 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.
(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, 2024 $ 339,414 23 |
December 31, 2023 337,896 114 |
|---|---|---|
| $ 339,437 |
338,010 |
(5) Major customers
The Group’s income from a single customer accounted for 10% of the operating revenue for the years ended December 31, 2024 and 2023 was as follows:
| Customer A Customer B Total |
2024 | 2023 |
|---|---|---|
| $ 35,443 34,093 |
44,423 29,188 |
|
$ 69,536 |
73,611 |
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Abnova (Taiwan) Corporation
Chairman: Wilber Huang
Address: 9th Floor., No.108, Jhouzih St.,Neihu District. Taipei City Phone: (02)8751-1888