bora

Bora Pharmaceuticals

保瑞藥業股份有限公司

Stock Code: 6472

Bora Pharmaceuticals, Co. Ltd

2026 Annual Shareholders Meeting

Meeting Handbook

Time: 9:00 am, June 9, 2026 (Tuesday),

Venue: No. 2, Gongye W. Rd., Guantian Dist., Tainan City

(Conference Room, Industrial Marketing Center, Guantian

Industrial Park, Tainan City)

Bora Pharmaceuticals, Co. Ltd
2026 Annual Shareholders Meeting
Table of Contents

I. Meeting Procedure ... 1
II. Meeting Agenda ... 2
Reported Items ... 3
Approval Items ... 8
Election and Discussion Items ... 9
Extemporary Motions ... 15
III. Attachments
I. 2025 Business Report ... 16
II. 2025 Audit Committee’s Audit Report ... 27
III. Financial Statements for 2025 (Including Consolidated Financial Statements) and the Independent Auditors’ Report ... 28
IV. Earnings Distribution Table ... 47
V. Cross Reference Table for Amended Procedures for Acquiring or Disposing Asset ... 48
VI. Cross Reference Table for Amended Procedure for Shareholders Meeting ... 54
IV. Appendix
I. Procedures for Acquiring or Disposing Asset (Before Amendment) ... 57
II. Rules of Procedure for Shareholders Meeting (Before Amendment) ... 76
III. Procedures for Election of Directors ... 91
IV. Articles of Incorporation ... 95
V. Shareholding of All Directors ... 106

Bora Pharmaceuticals, Co. Ltd
2026 Annual Shareholders Meeting
Meeting Procedure

I. Meeting called to order
II. Chairman’s opening remarks
III. Report items
IV. Approval items
V. Election and discussion items
VI. Extemporary motions
VII. Meeting adjourned

Bora Pharmaceuticals, Co. Ltd
2026 Annual Shareholders Meeting
Meeting Agenda

Time: 9:00 am, June 9, 2026 (Tuesday)

Venue: No. 2, Gongye W. Rd., Guantian Dist., Tainan City
(Conference Room, Industrial Marketing Center, Guantian Industrial Park, Tainan City)

Method of meeting: Physical shareholders’ meeting

I. Call the meeting to order (report on the number of shares represented at the meeting)

II. Chairman's remarks

III. Report items
1. 2025 Business Operation Report.
2. 2025 Audit Committee’s Audit Report.
3. Report on 2025 employee’s and director’s compensation.
4. Report on 2025 surplus distribution in the form of cash dividend.
5. Report on the execution of treasury shares.
6. Report on the issuance of the Company’s 4th and 5th domestic unsecured convertible corporate bonds and 1st overseas unsecured convertible corporate bonds.

IV. Proposal items
1. Adoption of the 2025 Business Operation Report and Financial Statements.
2. Adoption of the 2025 Earnings Distribution.

V. Election and discussion items
1. Election for directors.
2. To discharge Board of Director’s non-compete clause.
3. Amendment on the Procedures for Acquiring or Disposing Assets.
4. Amendment on the Rules of Procedure for Shareholders.

VI. Extemporary motions

VII. Meeting adjourned

[Report items]

I. The 2025 Business Report is presented for review.

Note: Please refer to pages 16 to 26 (Attachment I) of this handbook for the 2025 Business Report.

II. The Audit Committee’s audit report for 2025 is hereby presented review.

Note: Please refer to page 27 (Attachment II) of this handbook for the Audit Committee’s audit report for 2025.

III. Report on the distribution of employees’ and directors’ remuneration for 2025 is hereby submitted for your review.

Note:

In accordance with Article 20 of the Company’s Articles of Incorporation: “If the Company has profits for the year, no less than 1% shall be appropriated as employees’ remuneration and no more than 5% as directors’ remuneration; and set aside 0.1% to 0.5% as salary adjustment and remuneration distribution for entry-level employees. However, where the Company still has accumulated losses, an amount shall be reserved in advance for offsetting such losses. The distribution of employees’ remuneration and directors’ remuneration shall be resolved by the Board of Directors with the attendance of more than two-thirds of the directors and the approval of more than half of the attending directors, and shall be reported to the shareholders’ meeting...” in accordance with the foregoing provision.
The Company distributed employees’ remuneration of NT$41,433,523 and directors’ remuneration of NT$32,364,401 for 2025, all to be paid in cash. There is no difference between the amounts resolved and the expenses recognized for 2025.

IV. Report on the distribution of cash dividends from earnings for 2025 is hereby submitted for your review.

Note:

The Company appropriated shareholders’ dividends of NT$1,273,299,330 from the distributable earnings for 2025, to be paid in cash, at NT$10.0 per share.
The Chairman is authorized to separately determine the ex-dividend record date and other related matters concerning the distribution of this cash dividend. This cash dividend shall be calculated to the nearest dollar based on the distribution ratio, with amounts less than one dollar rounded down. The aggregate amount of fractional amounts less than one dollar shall be adjusted in the order of decimal figures from largest to smallest, and account numbers from front to back, until the total cash dividend distribution amount is met.
If, thereafter, due to changes in the Company’s share capital affecting the number of outstanding shares, the earnings distribution table is changed while maintaining the shareholders’ dividend payout rate unchanged, the Chairman is authorized to fully handle adjustments to the earnings distribution table and other related matters.

V. Report on the implementation of treasury shares is hereby submitted for your review.

Note: The implementation status of the Company’s repurchase of shares is as follows:

Number of Buyback Period	6th	8th	9th
Purpose of Buyback	Transfer of shares to employees	Transfer of shares to employees	Transfer of shares to employees
Buyback Period	2022/1/24–2022/3/21	2025/4/9–2025/6/6	2025/11/14–2025/12/23
Repurchase price range	NT$121 to NT$274	NT$600 to NT$700	NT$450 to NT$900
Class and quantity of shares repurchased	300,000 common shares	36,000 common shares	146,000 common shares
Amount of shares repurchased	NT$53,115,499	NT$23,710,726	NT$76,315,032
Ratio of Buyback Quantity to Expected Buyback Quantity (%)	75%	7.2%	73%
Number of Shares That Have Been Canceled and Transferred	120,500 shares	0 shares	0 shares
Accumulated Number of Shares Held by the Company	361,500 shares
Accumulated Number of Shares Held by the Company as a Percentage of Total Issued Shares (%)	0.29%

VI. Report on the implementation of the issuance of the Company's 4th and 5th domestic unsecured convertible corporate bonds and 1st overseas unsecured convertible corporate bonds is presented for review.

Note: The issuance status of the Company's 4th and 5th domestic unsecured convertible corporate bonds and 1st overseas unsecured convertible corporate bonds are as follows:

Item	First Overseas Unsecured Convertible Corporate Bonds	4th domestic unsecured convertible corporate bonds	5th domestic unsecured convertible corporate bonds
Date of Issuance	September 5, 2024	April 1, 2026	April 15, 2026
Par Value	US$200,000	NT$100,000	NT$100,000
Place of Issuance and Trading (Note 1)	Singapore Exchange Securities Trading Ltd	Not applicable	Not applicable
Issuance Price	Issued at 100% of Face Value	Issued at 101% of the face value	Issued at 107.99% of the face value
Total Amount	US$200,000,000	NT$2,000,000,000	NT$1,000,000,000
Interest rate	Coupon Rate 0%	Coupon Rate 0%	Coupon Rate 0%
Conversion Price at Issuance	NT$964.6
(Conversion price calculated based on the fixing rate of 962 shown by Taipei Forex Inc. on the pricing date of August 29, 2024)	NT$500	NT$485
Latest Conversion Price	NT$789.81	NT$500	NT$485
Time Limit	5 years
Maturity date: September 5, 2029	5 years
Maturity date: April 1, 2031	5 years
Maturity date: April 15, 2031

Item	First Overseas Unsecured Convertible Corporate Bonds	4th domestic unsecured convertible corporate bonds	5th domestic unsecured convertible corporate bonds
Purpose of Fundraising	Repayment of Bank Loans	Repayment of Bank Loans	Repayment of Bank Loans
Method of Repayment	This convertible corporate bond, except for conversion, put, call or redemption as set forth in the conversion procedure, shall be repaid in cash in a lump sum at maturity.	This convertible corporate bond, except for conversion, put, call or redemption as set forth in the conversion procedure, shall be repaid in cash in a lump sum at maturity.	This convertible corporate bond, except for conversion, put, call or redemption as set forth in the conversion procedure, shall be repaid in cash in a lump sum at maturity.
Outstanding Principal	As of April 30, 2026, the outstanding principal was US$200,000,000.	As of April 30, 2026, the outstanding principal was NT$2,000,000,000	As of April 30, 2026, the outstanding principal was NT$1,000,000,000
Amount converted into common shares	As of April 30, 2026, no conversion has been executed.	As of April 30, 2026, no conversion has been executed.	As of April 30, 2026, no conversion has been executed.

Approval Items

Proposal 1: Proposed by the Board of Directors

Subject: 2025 Business Report and Financial Statements, submitted for approval.

Note:

The Company’s 2025 financial statements (including consolidated financial statements) were duly audited by CPAs Mink Hu and Jemmy Yao of Ernst & Young Taiwan, and together with the Business Report were submitted to the Audit Committee for review and duly completed.
For the above statements and reports, please refer to pages 28 to 46 (Attachment 3) and pages 16 to 26 (Attachment 1) of this handbook.

Resolution:

Proposal 2: Proposed by the Board of Directors

Subject: 2025 Earnings Distribution Proposal, submitted for approval.

Note: Please refer to page 47 (Attachment 4) of this handbook for the 2025 earnings distribution table.

Resolution:

[Election and Discussion Items]

Proposal 1: Proposed by the Board of Directors

Subject: Proposal for the election for directors, submitted for discussion.

Note:

The term of office of the Company’s 11th term directors was originally expired on June 5, 2026, and the election for directors is proposed to be conducted in conjunction with this annual shareholders’ meeting.
In accordance with Article 18 of the Company’s Articles of Incorporation, it is proposed to elect seven directors (including four independent directors) under the candidate nomination system.
The term of office of the newly elected directors shall be three years, from June 9, 2026 to June 8, 2029. The term of office of the incumbent directors shall continue until the completion of this annual shareholders’ meeting.
This election shall be conducted in accordance with the Company’s “Procedures for Election of Directors.”
The list of director candidates was approved by the resolution of the Company’s Board of Directors on March 11, 2026. The relevant information is set out below:

Category of nominee	Name of nominee	Education	Experience	Current position
Directors	Sheng Pao-Shi	Bachelor of Economics, University of California, Berkeley	President, Ho An Pharmaceuticals Ltd.	Chairman, Union Chemical & Pharmaceutical Co., Ltd.
Director, Well Pool Co., Ltd.
Chairman, Baolei Co., Ltd.
Baolei Management Consulting Co., Ltd.
Chairman, Rui Bao Xin Investment Co. Ltd.
Independent Director, Gamania Digital Technology Co., Ltd.
Chairman, Bora Health Inc.
Chairman, Bora Pharmaceutical Laboratories Inc.
Chairman, Zhuo Ya Ltd	Not applicable

Category of nominee	Name of nominee	Education	Experience	Current position	Name of the government or juristic person represented
				Chairman, Yi-Sheng Ltd
Chairman, Zheng Yuan Ltd
Chairman, Sheng Lei International Ltd.
Chairman, Po En International Ltd.
Chairman, Chia Shi International Ltd.
Independent Director, Advanced Power Electronics Corp., Ltd
Representative of Institutional Director, BIONET Therapeutics Corp.
Director, Jesper Co., Ltd.
Chairman, Bora Management Consulting Co., Ltd.
Chairman, Bora Pharmaceuticals Ophthalmic Inc.
Chairman, TWi Pharmaceuticals, Inc.
Chairman, Salus Therapeutics Inc.
Chairman, SunWay Biotech Co., Ltd.
Chairman, Tanvex BioPharma Inc.
Representative of Institutional Director, Wonders Company Ltd.
Director, Libo Pharma Corp.
Person in Charge, Bora Pharmaceuticals USA Inc.
Person in Charge, Bora Pharmaceutical Services Inc.
Person in Charge, TWi Pharmaceuticals USA, Inc.
Person in Charge, Bora Pharmaceutical Holdings, LLC.
Person in Charge, Upsher-Smith Laboratories, LLC
Person in Charge, Bora Pharmaceuticals Injectables Inc.
Person in Charge, Bora Pharmaceuticals Inc.
Person in Charge, Pyros Pharmaceuticals Inc.
Person in Charge, Weider Global Nutrition, LLC
Person in Charge, Weider Germany GmbH
Person in Charge, Weider Nutrition, S.L.U.
Person in Charge, Weider Global Nutrition II, LLC
Person in Charge, Weider Nutrition Korea, LLC

Category of nominee	Name of nominee	Education	Experience	Current position	Name of the government or juristic person represented
Directors	Baolei International Co. Ltd.	-	-	Institutional Director, BIONET Therapeutics Corp. Institutional Director, Baolei Management Consulting Co., Ltd.	-
Directors	Chen Kuan-Pai	MBA, University of Southern California	Chairperson, Hundred River International Investment Corp.	Chairman, Hundred River International Investment Corp. Independent Director, Gamania Digital Technology Co., Ltd. Independent Director, Mercuries Data Systems Ltd. Supervisor, BYF Investment Co., Ltd. Director, Joe's Pizza Taiwan Co., Ltd. Supervisor, Wang Hui Suo Co., Ltd. Director, Emers International Corporation	Baolei Co., Ltd.
Directors	Wang Chin-Chu	EMBA Master of Finance, National Taiwan University EMBA, Aalto University	Senior Manager of Finance, Thecus Technology Corp. Deputy Manager of Finance, ABIT Computer Corporation Accounting Manager, ALi Corporation Senior Accountant, Deloitte & Touche Internal Auditor	Representative of Institutional Director, Bora Pharmaceutical Laboratories Inc. Representative of Institutional Director, Bora Pharmaceuticals Ophthalmic Inc. Representative of Institutional Supervisor, TWi Pharmaceuticals, Inc. Representative of Institutional Supervisor, Salus Therapeutics Inc. Director, Bora Shen Wei En Foundation	Not applicable
Independent Directors	Li Yi-Chin	PhD, Graduate Institute of Resource Planning and Management, Department of Civil Engineering, Stanford University,	Senior Consultant, McKinsey & Co. President, FOODCHIN A Co., Ltd. (Cayman)	Partner, FCC Partners Inc. Independent Director, Allied Industrial Corp., Ltd. Supervisor, Pacific Electric Wire and Cable Co., Ltd. Supervisor, Athena Capital Management Supervisor, Athena Capital Director, Lien Da Hang Co., Ltd.	Not applicable

Category of nominee	Name of nominee	Education	Experience	Current position	Name of the government or juristic person represented
		USA
Independent Directors	Lai Ming-Jung	High-End Finance Class, MBA, National Chengchi University	Executive Director, Management and Consulting Department, Ernst & Young Global Limited Executive Director, Audit Department, Ernst & Young Global Limited	Regular Part-time Lecturer, Taiwan Insurance Institute	Not applicable
Independent Directors	Lin Hsin-I	Master of Law, Columbia University, USA	Partner Attorney-at Law, LexPro Attorneys-at Law	Partner Attorney-at Law, LexPro Attorneys-at Law	Not applicable
Independent Directors	Chiu Chi-Hua	Ph.D. in Education, Northeastern University, USA Master of Science in, Electronic Engineering, The Hong Kong Polytechnic University, Master of Professional Accounting, University of Southern Queensland, Australia	Founder, 43 Ventures Co-founder and Chief Executive Officer, Taiwan Startup Stadium	Founder, 43 Ventures Director, Rui Rui Investment Consulting Co., Ltd. Chairperson, AIBEDA HealthTech Consulting Co., Ltd. Chairperson, SDPT Inc.	Not applicable

Please proceed with the election:

Proposal 2: Proposed by the Board of Directors

Subject: Proposal to discharge the non-compete restrictions for the newly elected directors and their representatives, submitted for discussion.

Note:
1. In accordance with Article 209 of the Company Act, “Where a director conducts, for himself/herself or on behalf of another person, any act that falls within the scope of business of the company, the director shall explain the material content of such act to the shareholders’ meeting and obtain its approval.”
2. In order to leverage the professional expertise and relevant experience of the Company’s directors, it is hereby proposed to the shareholders’ meeting, in accordance with the law, to approve the release of the non-compete restrictions for the newly elected directors and their representatives. Details of the proposed release are set out in the table below:

Title	Name	Current Positions in Other Companies
Chairperson	Sheng Pao-Shi	Chairman, Union Chemical & Pharmaceutical Co., Ltd.
Director, Well Pool Co., Ltd.
Chairman, Baolei Co., Ltd.
Baolei Management Consulting Co., Ltd.
Chairman, Rui Bao Xin Investment Co. Ltd.
Independent Director, Gamania Digital Technology Co., Ltd.
Chairman, Bora Health Inc.
Chairman, Bora Pharmaceutical Laboratories Inc.
Chairman, Zhuo Ya Ltd
Chairman, Yi-Sheng Ltd
Chairman, Zheng Yuan Ltd
Chairman, Sheng Lei International Ltd.
Chairman, Po En International Ltd.
Chairman, Chia Shi International Ltd.
Independent Director, Advanced Power Electronics Corp., Ltd
Representative of Institutional Director, BIONET Therapeutics Corp.
Director, Jesper Co., Ltd.
Chairman, Bora Management Consulting Co., Ltd.
Chairman, Bora Pharmaceuticals Ophthalmic Inc.
Chairman, TWi Pharmaceuticals, Inc.
Chairman, Salus Therapeutics Inc.
Chairman, SunWay Biotech Co., Ltd.
Chairman, Tanvex BioPharma Inc.
Representative of Institutional Director, Wonders Company Ltd.
Director, Libo Pharma Corp.
Person in Charge, Bora Pharmaceuticals USA Inc.

Title	Name	Current Positions in Other Companies
		Person in Charge, Bora Pharmaceutical Services Inc. Person in Charge, TWi Pharmaceuticals USA, Inc. Person in Charge, Bora Pharmaceutical Holdings, LLC. Person in Charge, Upsher-Smith Laboratories, LLC Person in Charge, Bora Pharmaceuticals Injectables Inc. Person in Charge, Bora Pharmaceuticals Inc. Person in Charge, Pyros Pharmaceuticals Inc. Person in Charge, Sunway Health Inc. Person in Charge, Bora Biologics USA, LLC Person in Charge, Bora Biologics Holdings II, LLC Person in Charge, Weider Global Nutrition, LLC Person in Charge, Weider Germany GmbH Person in Charge, Weider Nutrition, S.L.U. Person in Charge, Weider Global Nutrition II, LLC Person in Charge, Weider Nutrition Korea, LLC
Directors	Baolei Co., Ltd. Representative: Chen Kuan-Pai	Chairman, Hundred River International Investment Corp. Independent Director, Gamania Digital Technology Co., Ltd. Independent Director, Mercuries Data Systems Ltd. Supervisor, BYF Investment Co., Ltd. Director, Joe's Pizza Taiwan Co., Ltd. Supervisor, Wang Hui Suo Co., Ltd. Director, Emers International Corporation
Directors	Wang Chin-Chu	Representative of Institutional Director, Bora Pharmaceutical Laboratories Inc. Representative of Institutional Director, Bora Pharmaceuticals Ophthalmic Inc. Representative of Institutional Supervisor, TWi Pharmaceuticals, Inc. Representative of Institutional Supervisor, Salus Therapeutics Inc.
Independent Directors	Li Yi-Chin	Partner, FCC Partners Inc. Independent Director, Allied Industrial Corp., Ltd. Supervisor, Pacific Electric Wire and Cable Co., Ltd. Supervisor, Athena Capital Management Supervisor, Athena Capital Director, Lien Da Hang Co., Ltd.
Independent Directors	Lai Ming-Jung	-
Independent Director	Lin Hsin-I	Partner Attorney-at Law, LexPro Attorneys-at Law
Independent Director	Chiu Chi-Hua	Founder, 43 Ventures Director, Rui Rui Investment Consulting Co., Ltd. Chairperson, AIBEDA HealthTech Consulting Co., Ltd. Chairperson, SDPT Inc.

Resolution:

Proposal 3: Proposed by the Board of Directors

Subject: Proposal to amend the Procedures for Acquiring and Disposing Asset, submitted for discussion.

Note:

In line with the Company’s practical needs, certain provisions of the Procedures for Acquiring and Disposing Asset are proposed to be amended.
Please refer to pages 48 to 43 (Attachment 5) of this handbook for the comparison table of the provisions before and after amendment to the “Procedures for Acquisition or Disposal of Assets.”

Resolution:

Proposal 4: Proposed by the Board of Directors

Subject: Proposal to amend the Procedure for Shareholders Meetings, submitted for discussion.

Note:

In accordance with Taiwan Stock Exchange guidance, certain provisions of the Procedure for Shareholders Meetings are proposed to be amended.
Please refer to pages 54 to 56 (Attachment 6) of this handbook for the comparison table of the provisions before and after amendment to the Rules of Procedure for Shareholders Meetings.

Resolution:

[Extemporary motions]

[Meeting adjourned]

Attachment I. 2025 Business report

Bora Pharmaceuticals Co., Ltd.
2025 Business report

Dear Shareholders,

On behalf of the management team, I am pleased to present Bora Pharmaceuticals’ 2025 Annual Report and share an overview of the Group’s operating performance and strategic direction.

The past year was marked by significant shifts in the global economic and supply chain landscape, driven by evolving U.S. policy dynamics, rapid advances in artificial intelligence, and heightened geopolitical uncertainty. Across industries, companies strengthened their resilience to navigate this volatility and protect their long-term competitiveness.

For Bora, these external forces coincided with an important phase in our development as an emerging CDMO platform integrating multiple acquisitions. We faced immediate challenges from currency fluctuations, tariff changes, and shifts in U.S. pharmaceutical pricing policies. Despite these headwinds, we remained firmly committed to our dual-engine strategy — CDMO and Pharma Sales (operated by Upsher-Smith)– and delivered close to NT$20 billion in revenue with sustained profitability. Importantly, without undertaking any new financing activities, we significantly improved operating cash flow and maintained a healthy cash position, reinforcing the strength of our strategic direction.

While the road ahead remains challenging, we will continue to execute with rigor, agility, and speed, steadily advancing our financial and operational objectives and demonstrating to the market the resilience and growth potential of our dual-engine model.

Advancing Value Transformation

Our core philosophy remains the creation of long-term value through disciplined transformation. In 2025, we advanced this commitment by refining our portfolio and

strengthening the strategic focus of our key business units to better serve patients, partners, and the communities we touch.

We repositioned Upsher-Smith’s generics business toward U.S. specialty distribution channels and rare disease therapies, with early traction in building a pediatric neurology portfolio. This move goes beyond financial optimization; it marks a deliberate yet thoughtful evolution of a century-old brand as it continues to grow with the market and expand into areas of greater clinical impact.

In parallel, and in response to the U.S. manufacturing reshoring trend, we separated the Maple Grove facility from Upsher-Smith to operate as an independent CDMO site. This clearer supply-chain specialization strengthens our ability to collaborate with multinational pharmaceutical partners. These efforts have already yielded results: earlier this year, Bora secured a five-year CDMO contract renewal with GSK, expanding supply beyond the original Canada site to multiple Bora sites across different dosage forms. This milestone underscores Bora’s growing capability as a global partner supporting cross-regional supply-chain resilience and marks a new chapter in our expanding collaboration with GSK.

Execution as Competitive Advantage

Reflecting on 2025, Bora has solidified its position as a trusted outsourcing partner in pharmaceutical commercialization, recognized internationally for consistent execution discipline and uncompromising quality.

Our cross-disciplinary adoption of new technologies has reinforced a clear conclusion: in the next era of biopharmaceutical manufacturing, competitive advantage will depend not only on innovation, but on the reliability of execution. In the coming year, we will strategically invest in AI initiatives, leveraging our accumulated operational data to optimize manufacturing efficiency and proactively predict quality deviations. Our goal is to deliver lower-risk, higher-value outcomes for our partners and strengthen Bora’s role as a dependable global CDMO platform with the courage to innovate and the discipline to deliver.

Strengthening Global Capital Market Presence and ESG Commitment

In the capital markets, Bora achieved a significant milestone by becoming the first Taiwanese company to launch a U.S. Level 1 ADR program. This accomplishment reflects our commitment to financial transparency and positions Bora more prominently within global capital markets. Beyond enhancing shareholder liquidity and information disclosure, the ADR program represents a critical step toward becoming a truly global pharmaceutical group with a broader, more engaged investor base.

We also advanced our sustainability agenda across Environmental (E), Social (S), and Governance (G) dimensions. In 2025, all manufacturing sites established net-zero targets for the first time, and selected sites initiated plans to adopt Science Based Targets initiative (SBTi) standards.

On the social front, we continued to invest in community engagement and advocacy. Upsher-Smith supported the TSC Alliance to raise awareness of pediatric neurological diseases. The Bora Wei-En Sheng Foundation launched mental health and educational programs for adolescents, and our long-standing partnership with Red Nose Doctors continued to bring emotional support to children with rare diseases and their families.

We believe that medicine is only the beginning. Even when treatment meets patients' medical needs, patients and families still face emotional, social, and practical challenges that require understanding and support. Through the collective strength of our global workforce, we are committed to contributing meaningfully to global health and to standing with the communities we serve.

Looking Ahead

Geopolitical forces continue to reshape regional economic structures, creating a "new normal" defined by persistent volatility. While these fluctuations will continue to influence the biopharmaceutical industry, we expect downstream demand to gradually stabilize and for more favorable industry conditions will emerge over time.

Throughout 2025, Bora pursued a disciplined integration and transformation strategy to establish a solid foundation for sustainable growth. As we move forward,

we will continue to rely on the unity, dedication, and professionalism of our global team as we advance toward becoming a globally recognized CDMO platform and deliver long-term value for our shareholders with confidence, purpose, and momentum.

On behalf of the Board and management team, I thank you for your continued trust and support.

I. Operational Highlights of 2025

(I) Progress Report

Bora Group continued its trajectory of steady growth across both its CDMO and commercial businesses. In fiscal year 2025, consolidated revenue reached NT$19.01 billion, representing a $9.11\%$ increase from NT$17.42 billion in the previous year. Net income attributable to the parent company is NT$2.98 billion, a $22.61\%$ year-over-year decrease from NT$3.85 billion. This decrease is mainly due to the operational restructuring and generic product portfolio optimization.

(II) Budget Execution

The company did not disclose financial forecasts for fiscal year 2024; therefore, there are no budget achievement comparisons available.

(III) Financial revenue and expenditure, and analysis on profitability

Unit: NT$ thousands

Item\Year		2024	2025	Increase (decrease)%
Financial	Net operating revenues	17,426,624	19,014,169	9.11
	Gross profit	7,790,536	7,852,717	0.8
	Net profit after tax	3,852,515	2,981,311	(22.61)
Analysis	Return on asset	11.99%	7.47%	(37.73)
	Return on stockholder's equity	35.24%	21.17%	(39.92)

Unit: NT$ thousands

		2024	2025	Increase (decrease)%
As % of the paid-in capital	Operating profit to paid-in-capital	360%	259%	(28.11)
	Profit before tax to paid-in-capital	481%	414%	(13.79)
Net profit rate (%)		20	16	(23.39)
EPS		31.54	23.90	(24.22)

(IV) Research and Development

In 2025, Bora Group's CDMO business continued to make big strides, adding 24 new molecules and 117 new launches. Our manufacturing sites remain integrated and aligned to support the commercialization of U.S. market-bound products within the group.

For the pharma sales, the promotion on the patent protected rare disease drug VIGAFYDETM and the optimization of product portfolio aim to unlock the future growth potential and increase the overall profitability. In 2025, the Company's $100\%$ owned subsidiary TWi Pharmaceutical has received US FDA's approval for Cyclosporine Ophthalmic Emulsion, an ophthalmic drug for patients with dry eye syndrome. We will continue to focus on and concentrate on high-value R&D projects by integrating group resources.

(V) Corporate Social Responsibility and Industry Recognition

At Bora, we believe that it is our mission to contribute to better health all over the world. In the pursuit of combating diseases and alleviating suffering, we find deeper meaning in our business. We take great pride in the impact of our work and remain committed to delivering meaningful change in patients' lives through rigorous manufacturing standards, stringent quality control, and the highest ethical principles. Rooted in Taiwan and expanding globally, we embrace our corporate responsibility by aligning our core values with our competitive strengths. We are dedicated to sustainable, profitable

growth, striving to make medicines made-by-Bora recognized worldwide.

In 2025, we stood out from global CDMO competitors and were awarded as the best new or transforming CDMO company in the Outsourced Pharma Leadership Awards. We are the first Taiwanese pharmaceutical company to win this award in its 14-year history. In addition, we also won the "Overall Biotech Company of the Year" award in the Biotech Breakthrough Awards. Our continuous practice of sustainable development has been recognized by the World Finance Sustainability Award. Last year, we won the "Most Representative M&A Award" and the "M&A Award for Mid-sized Enterprises" in the most authoritative M&A awards in Taiwan. This fully demonstrates our outstanding achievements in M&A strategy and global market layout.

II. 2025 Business Plan

(I) Business Strategy

Continuous Integration of portfolio, technology platform, geography offerings and organizations to accelerate growth in 2025

Following its successful expansion into the US market in 2024, Bora adopted a robust "value transformation" strategy in 2025 in response to the new Trump administration. In response to international exchange rate fluctuations, it established Bora Global Ltd. in the British Virgin Islands to create a group-wide currency hedging mechanism. To unleash capital potential, optimize its pharmaceutical profit mix and internal specialization, it rapidly conducted post-acquisition restructuring. By introducing new AI technologies, it aims to build a more reliable and efficient business environment for the life sciences industry, thus initiating a new phase of growth in 2026.

(II) Expected Sales Volume and Its Basis

The company's sales plan is formulated based on contract agreements, historical sales records, and market dynamics. For fiscal

year 2025, we anticipate steady growth in our revenue targets.

(III) Key Production and Sales Strategies

1. International Contract Development and Manufacturing (CDMO) Services

Bora’s CDMO business primarily focuses on contract manufacturing for leading global pharmaceutical companies. Our CDMO facilities are certified by regulatory authorities across the U.S., U.K., EU, and Japan, ensuring high-quality operations cross offerings. Our capabilities include nasal sprays, oral solid dosage forms, liquid formulations, topical semi-solid preparations, and aseptic fill-finish products. Following the integration of our U.S. sterile injectable facility last year and the strategic alliance with Tanvex, Bora has expanded both its formulation capabilities (Scope) and large-scale manufacturing capacity (Scale). This enables us to efficiently serve and address the needs of customers in North America—the world’s largest pharmaceutical market—by providing localized production and end-to-end CDMO solutions. We remain committed to strengthening our technological capabilities through strategic investments in equipment upgrades and cutting-edge innovations. Leveraging our established technology platform, Bora will continue to drive growth momentum and create long-term value for our customers.

2. Strategic Partnerships (In-Licensing & Out-Licensing)

Bora Group is committed to long-term, mutually beneficial partnerships with international pharmaceutical companies through strategic collaborations. Our success is driven by our ability to identify and secure high-value in-licensing and out-licensing opportunities. In recent years, Bora has actively pursued the acquisition and in-licensing of established, commercially viable products as well as high-growth potential pipeline assets—both domestically and internationally. We expect to continue to expand our global footprint and market penetration.

3. Globalized Pharmaceutical Commercialization Services

Bora’s state-of-the-art laboratories ensures seamless analytical integration with global industry standards. Our R&D team brings deep expertise in development of generics, new dosage forms, and regulatory compliance. With a comprehensive understanding of international pharmaceutical regulations and global market trends, Bora is a trusted

partner for multinational pharmaceutical companies. We provide end-to-end support in cross-border drug development, regulatory submissions, and market entry strategies, maximizing the success of our partners in achieving swift and efficient commercialization.

III. Future Corporate Development Strategy

(I) Leveraging data computing power to establish a one-stop service capability for outsourcing the entire process from preclinical to commercial mass production

The Group has nine production site worldwide, with a total annual production of 2.5 billion doses. The number of overseas employees have exceeded the number of domestic employees. In addition, the subsidiary TWi Pharmaceuticals, possesses high-barrier-to-entry drug R&D technology and has successfully commercialized specialty generic drugs and 505B2 new dosage forms with high market potential, along with strong US know-how on pharmaceutical regulations, market competition and technology analysis, and strong market competitiveness. With the North American market as its base, it has a full international competitive advantage. In addition, the CDMO has accumulated an ample database and will strategically invest in AI projects this year. By leveraging its past strengths in execution, it will be able to assist more clients from preclinical development to quality manufacturing, using computing power to reduce decision-making risks for clients. The global cross-regional production base layout can provide clients with cross-regional launch services, which will build a closer partnership business model, enhance Bora’s industrial competitiveness and expand subsequent economic benefits.

(II) Establish a CDMO Platform with Comprehensive Technologies and Offerings to Cover Diverse Dosage Forms

From Baltimore site to Canada site, Bora incorporates multiple production facilities to support a broad spectrum of dosage forms, including tablets, oral liquids, nasal sprays, and semi-solid

formulations such as gels, creams, and ointments, we have strengthened our capacity to provide end-to-end CDMO services in North America. Additionally, in Taiwan, our Tainan, Zhunan, Zhongli, Taoyuan sites and Tanvex offer a diverse range of formulation lines to meet the evolving needs of global clients. As one of Taiwan's largest pharmaceutical manufacturers, Bora has established a fully integrated CDMO network that covers major international markets, enabling seamless, time-zone-aligned CDMO services. To further solidify our position as a leading global CDMO, Bora will continue vertical and horizontal integrations, invest in cutting-edge technologies, and expand both formulation capabilities (Scope) and large-scale production capacity (Scale) to enhance our competitiveness in the international pharmaceutical market.

(III) Expanding Global Services with Taiwan as a Strategic Hub

The global pharmaceutical industry is on a steady growth trajectory, yet Taiwan's pharmaceutical sector faces structural challenges, including an oversaturated domestic market, rigid national health insurance pricing policies, and intense low-cost competition. Transitioning into a truly globalized pharmaceutical company remains a challenge for many Taiwan-based manufacturers. Bora is committed to overcoming these barriers by adopting a synergistic M&A strategy, ensuring that 1+1 is greater than 2 in every acquisition. With the successful establishment of our CDMO facility in the U.S. and high-value specialty drug distribution channels, we have strengthened our international competitiveness and established a foothold in U.S. local manufacturing policies and pharmaceutical supply chains. As global manufacturing policies and trade regulations continue to evolve, Bora will leverage its experience and competitive advantages to facilitate greater international expansion for Taiwan-based pharmaceutical companies. By connecting Taiwanese manufacturers with global markets, we aim to enhance Taiwan's presence in the international pharmaceutical industry and contribute to the sector's long-term global success.

IV. Impact of External Competitive, Regulatory, and Macroeconomic Factors

The global pharmaceutical industry is shaped by several key factors influencing supply, demand, and long-term market growth:

The Acceleration of Global Aging Trends

According to United Nations, the global population is expected to reach 9.15 billion by 2050, with 16% aged 65 and above. This demographic shift will drive increased demand for medications targeting age-related and chronic diseases, expanding the market for specialized treatments.

Continued Steady Growth in the Global Pharmaceutical Market

As reported by IQVIA, the global pharmaceutical market reached $1.75 trillion in 2024, reflecting a 8.89% increase from $1.6 trillion in 2023. The pharmaceutical industry is expected to grow at a compound annual growth rate (CAGR) of 7.5% from 2025 to 2029. In the generics sector, governments worldwide continue to promote affordable, high-quality generics as a strategy to reduce healthcare costs and restore fiscal balance. The combination of rising aging populations, economic uncertainties in Western markets, and cost-containment policies has reinforced government initiatives to increase adoption of generics over high-cost branded medications. In accordance to Precedence Research’s report, the global generic drug market was approximately US$464.98 billion in 2023 and is projected to reach US$776.78 billion by 2033, with a compound annual growth rate (CAGR) of 5.2%. North America is the largest market for generic drugs, accounting for approximately 34.69%, and its future growth rate is projected to reach 8%.

To align with market changes and evolving demand, Bora group will pivot toward capitalizing on selective portfolio composed of high-performing products but at the same time diversifying end markets and sales footprint to ensure growth.

Bora continues to pursue accretive M&A opportunities, targeting high-

growth sectors in and for the right market. With in-house, captive manufacturing facilities, a dedicated sales network, and extensive post-merger integration experience, we are well-positioned to transition acquired portfolio into in-house production, and hence to improve overall margin profile, time-to-market, and utilization rate and supply chain resilience. Furthermore, high-quality standards and ramp up capability of our CDMO business provide a solid foundation for our commercial operations, enabling seamless market expansion and broader distribution reach. We firmly believe that our dual-engine strategy—CDMO and commercial—generates abundant synergy, reinforcing Bora’s competitive edge in M&A execution and long-term market leadership.

Person in charge: Sheng Pao-Shi
Managerial
Personnel: Sheng Pao-Shi
Chief Accountant: Ting Chen

Attachment II: 2025 Audit Committee's Review Report

Bora Pharmaceuticals, Inc.

Audit Committee's Review Report

The Board of Directors has prepared and submitted the Company's 2025 parent company-only financial statements and consolidated financial statements, which have been audited and completed by CPAs Mink Hu and Jemmy Yao of Ernst & Young, along with the business report and earnings distribution proposal. After review by the Audit Committee, no nonconformities were found. Accordingly, this report is prepared pursuant to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act for your review.

Sincerely
Bora Pharmaceuticals Co., Ltd. 2026 Annual shareholders' meeting

Convener of the Audit Committee: Ming-Jung Lai

March 11, 2026

Attachment III: 2025 Financial Statements (including Consolidated Financial Statements) and Independent Auditors' Report

Independent Auditors' Report

To BORA PHARMACEUTICALS CO., LTD.

Opinion

We have audited the accompanying consolidated balance sheets of BORA PHARMACEUTICALS CO., LTD. (the "Company") and its subsidiaries (together the "Group") as of December 31, 2025 and 2024, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2025 and 2024, and notes to the consolidated financial statements, including the summary of material accounting policies (together "the consolidated financial statements").

In our opinion, based on our audits and the reports of other auditors (please refer to the Other Matter — Making Reference to the Audit of Component Auditors section of our report), the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company and its subsidiaries as of December 31, 2025 and 2024, and their consolidated financial performance and cash flows for the years ended December 31, 2025 and 2024, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed by Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Financial Statements Auditing and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company and its subsidiaries in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the "Norm"), and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on our audits and the reports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of 2025 consolidated financial statements. 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.

Valuation for inventories

As of December 31, 2025, the Company and its subsidiaries' net inventories amounted to NT$3,410,446 thousand, and constituted 8% of total consolidated assets, which were material to the consolidated financial statements. Considering the market demand and possible sales, management evaluated the obsolescence of raw materials, work in progress, and semi-finished goods by inventories aging.

Since the expiration date would affect sales of inventories, management evaluated the obsolescence of merchandise inventories and finished goods based on the expiration date of the goods. Due to the complexity in calculating the net realizable value of inventories, we therefore determined allowance for inventories valuation losses as a key audit matter.

Our audit procedures included, but were not limited to, the following: understanding and testing the effectiveness of internal controls over inventories established by management; assessing the net realizable value used for valuation estimated by management, including testing the accuracy of inventories aging and expiration date on a sampling basis, observing the physical count to confirm the quantity and status of inventories, and analyzing inventories movement; considering the market demand and evaluating the analysis and assessment of slow-moving and obsolete inventories made by management, including the possibility of the sales of inventories and the net realizable value estimations; and recalculating the allowance for inventories valuation loss. We also assessed the adequacy of disclosure of inventories in Notes IV and VI to the consolidated financial statements.

Revenue Recognition

For the year ended December 31, 2025, the Company and its subsidiaries recognized NT$19,014,169 thousand as revenues, mainly coming from contract development and manufacturing (CDMO) service, generic, brand, and over-the-counter (OTC) drug distribution and sales of consumer healthcare products. As timing of revenue recognition varies among contract terms with customers, which involved management's significant judgment, we have determined this as a key audit matter.

Our audit procedures therefore include, but not limited to, evaluating and testing the internal control design and implementation effectiveness of the sales cycle that are relevant to the timing of revenue recognition; selecting samples to perform detailed testing of sales revenue transactions, and reviewing major terms in customer orders and conditions, and check the relevant transaction certificates to check the timing of revenue recognition; perform a cut-off point test for a period before and after the balance sheet date to confirm that the Company and its subsidiaries recognizes revenue in the correct period; and review whether there is any significant turnaround in operating revenue after the balance sheet date.

We also assessed the adequacy of disclosures of revenue recognition. Please refer to Notes IV and VI to the consolidated financial statements.

Other Matter—Making Reference to the Audit of Component Auditors

We did not audit the financial statements of certain investee companies accounted for using the equity method. Those financial statements were audited by other auditors, whose reports thereon have been furnished to us, and our opinions expressed herein are based solely on the audit reports of the other auditors. These investee companies accounted for using the equity method amounted to NT$4,846,672 thousand, which represented 11% of consolidated total assets as of December 31, 2025, and the related shares of loss from those investees in the amount of NT$(466,689) thousand for the year ended December 31, 2025, which represented (13)% of the consolidated income before income tax, and the related shares of other comprehensive loss from those investees in the amount of NT$(11,864) thousand, which represented 2% of the consolidated total comprehensive loss for the year ended December 31, 2025.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed by 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 ability to continue as a going concern of the Company and its subsidiaries, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company and its subsidiaries or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including audit committee or supervisors, are responsible for overseeing the financial reporting process of the Company and its subsidiaries.

Auditor’s Responsibilities for the Audit of the Consolidated 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 Standards on Auditing of the Republic of China 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 the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

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.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the Company and its subsidiaries.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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 ability to continue as a going concern of the Company and its subsidiaries. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' 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 Company and its subsidiaries to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the accompanying notes, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company and its subsidiaries to express an opinion on the 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 consolidated financial statements for the year ended 31 December 2025 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.

Other

We have audited and expressed an unqualified opinion including an Other Matter Paragraph on the parent company only financial statements of the Company as of and for the years ended December 31, 2025 and 2024.

Hu, Tzu Ren

Yao, Shih Chieh

Ernst & Young, Taiwan

March 11, 2026

Notice to Readers

The accompanying consolidated financial statements are intended only to present the financial position, results of operations and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally accepted and applied in the Republic of China.

Accordingly, the accompanying consolidated financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or Standards on Auditing of the Republic of China, and their applications in practice. As the consolidated financial statements are the responsibility of the management, Ernst & Young cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

English Translation of Consolidated Financial Statements Originally Issued in Chinese

BORA PHARMACEUTICALS CO., LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

As of December 31, 2025 and 2024

Unit: Thousands of New Taiwan Dollars

ASSETS	Notes	December 31, 2025		December 31, 2024
		Amount	%	Amount	%
Current assets
Cash and cash equivalents	IV&VI.1	$5,076,889	11	$5,829,197	13
Financial assets measured at fair value through profit or loss, current	IV&VI.2	21,553	-	24,477	-
Financial assets at amortized cost, current	IV&VI.4&VIII	38,368	-	67,862	-
Contract assets, current	IV&VI.23	465,835	1	239,991	-
Notes receivable, net	IV&VI.5.24	4,168	-	19,884	-
Accounts receivable, net	IV&VI.6.24&VII	8,789,569	20	10,221,933	22
Other receivables	IV&VII	344,911	1	766,076	2
Inventories, net	IV&VI.7	3,410,446	8	5,502,342	12
Prepayments		675,459	2	591,004	2
Disposal groups classified as held for sale, net	IV&VI.8	287,682	-	-	-
Other current assets		222,725	-	114,427	-
Total current assets		19,337,605	43	23,377,193	51
Non-current assets
Financial assets measured at fair value through profit or loss, non-current	IV&VI.2	107,655	-	99,165	-
Financial assets measured at fair value through other comprehensive income, non-current	IV&VI.3	220,050	-	221,456	-
Financial assets measured at amortized cost, non-current	IV&VI.4&VIII	13,200	-	13,500	-
Investments accounted for using equity method	IV&VI.9&VIII	5,695,431	13	1,370	-
Property, plant and equipment	IV&VI.10&VIII	10,433,212	23	11,684,248	26
Right-of-use assets	IV&VI.25	749,932	2	825,505	2
Investment property, net	IV&VI.11&VIII	11,739	-	16,410	-
Intangible assets	IV&VI.12.13	6,244,466	14	7,538,511	17
Deferred tax assets	IV&VI.29	1,170,482	3	1,190,246	3
Other non-current assets		730,415	2	542,041	1
Total non-current assets		25,376,582	57	22,132,452	49
Total assets		$44,714,187	100	$45,509,645	100

(The accompanying notes are an integral part of the consolidated financial statements.)

English Translation of Consolidated Financial Statements Originally Issued in Chinese

BORA PHARMACEUTICALS CO., LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

As of December 31, 2025 and 2024

Unit: Thousands of New Taiwan Dollars

LIABILITIES AND EQUITY	Notes	December 31, 2025		December 31, 2024
Current liabilities
Short-term loans	IV&VI.14	$3,950,000	9	$2,597,850	6
Financial liabilities measured at fair value through profit or loss, current	IV&VI.15	68,291	-	806,033	2
Contract liabilities, current	IV&VI.23	262,522	-	245,598	-
Notes payable		1,720	-	5,861	-
Accounts payable		923,380	2	786,480	2
Other payables	VII	2,519,989	6	3,276,666	7
Current tax liabilities	IV&VI.29	321,053	1	484,332	1
Provisions, current	IV&VI.19	111,459	-	248,120	-
Liabilities related to disposal groups classified as held for sale	IV&VI.8	5,289	-	-	-
Lease liabilities, current	IV&VI.25	80,617	-	116,600	-
Current portion of long-term loans	VI.17	1,690,868	4	1,189,023	3
Refund liabilities	IV&VI.23	3,365,835	8	3,908,335	9
Other current liabilities	VI.20	19,903	-	143,082	-
Total current liabilities		13,320,926	30	13,807,980	30
Non-current liabilities
Financial liabilities measured at fair value through profit or loss, non-current	IV&VI.15	162,310	-	257,263	1
Contract liabilities, non-current	IV&VI.23	88,873	-	-	-
Bonds payable	IV&VI.16	6,567,968	15	7,758,905	17
Long-term loans	VI.17	5,228,315	12	6,564,987	14
Provisions, non-current	IV&VI.19	99,392	-	129,036	-
Deferred tax liabilities	IV&VI.29	988,549	2	1,255,861	3
Lease liabilities, non-current	IV&VI.25	708,898	2	745,962	2
Other non-current liabilities	VI.20	76,767	-	66,322	-
Total non-current liabilities		13,921,072	31	16,778,336	37
Total liabilities		27,241,998	61	30,586,316	67
Equity attributable to the parent company	VI.21
Capital
Common stock		1,273,636	3	1,030,852	2
Advance receipts for ordinary share		2,194	-	2,267	-
Capital surplus		6,055,815	13	4,408,236	10
Retained earnings
Legal reserve		1,019,626	2	658,515	1
Unappropriated earnings		7,326,361	16	6,361,911	14
Subtotal		8,345,987	18	7,020,426	15
Other equity		(161,946)	-	360,566	1
Treasury stock		(134,287)	-	(43,181)	-
Equity attributable to shareholders of the parent company		15,381,399	34	12,779,166	28
Non-controlling interests	VI.21	2,090,790	5	2,144,163	5
Total equity		17,472,189	39	14,923,329	33
Total liabilities and equity		$44,714,187	100	$45,509,645	100

(The accompanying notes are an integral part of the consolidated financial statements.)

English Translation of Consolidated Financial Statements Originally Issued in Chinese

BORA PHARMACEUTICALS CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the years ended December 31, 2025 and 2024

Unit: Thousands of New Taiwan Dollars

	Notes	For the year ended December 31, 2025		For the year ended December 31, 2024
Operating revenue	IV&V1.23&VII	$19,014,169	100	$17,426,624	100
Operating costs	V1.7.10.12.18.25.26&VII	(11,161,155)	(59)	(9,636,088)	(55)
Gross profit		7,853,014	41	7,790,536	45
Unrealized gross (profit) from sales		(2,118)	-	-	-
Realized gross profit on from sales		369	-	-	-
Net gross profit		7,851,265	41	7,790,536	45
Operating expenses	V1.10.11.12.18.22.24.25.26&VII
Sales and marketing expenses		(1,465,308)	(8)	(1,150,206)	(7)
General and administrative expenses		(2,420,210)	(12)	(2,293,455)	(13)
Research and development expenses		(672,207)	(4)	(638,875)	(4)
Total operating expenses		(4,557,725)	(24)	(4,082,536)	(24)
Operating income		3,293,540	17	3,708,000	21
Non-operating income and expenses	V1.27
Other income		109,457	1	167,937	1
Other gains and (losses)		2,812,469	15	164,404	1
Financial costs		(484,622)	(3)	(479,722)	(3)
Share of profit of associates and joint ventures accounted for using equity method		(452,956)	(2)	(36)	-
Bargain purchase gain		-	-	1,662,589	10
Total non-operating income		1,984,348	11	1,515,172	9
Net income before income tax		5,277,888	28	5,223,172	30
Income tax expense	IV&V1.29	(829,848)	(5)	(1,005,616)	(6)
Net income from continuing operations		4,448,040	23	4,217,556	24
Total (loss) from discontinued operations	IV&V1.8	(1,402,000)	(7)	(263,647)	(2)
Net income		3,046,040	16	3,953,909	22
Other comprehensive income	IV&V1.28.29
Items that will not be reclassified subsequently to profit or loss
Gains or (losses) on remeasurements of defined benefit plans		2,644	-	(169)	-
Unrealized gains from equity instruments investments measured at fair value through other comprehensive income		5,339	-	30,487	-
Income tax related to items that will not to be reclassified subsequently to profit or loss		(2,341)	-	(5,296)	-
Items that may be reclassified subsequently to profit or loss
Exchange differences on translation of foreign operations		(655,743)	(4)	330,363	2
Income tax related to items that may be reclassified subsequently to profit or loss		131,152	1	(66,031)	-
Total other comprehensive income (loss), net of tax		(518,949)	(3)	289,354	2
Total comprehensive income		$2,527,091	13	$4,243,263	24
Net income attributable to:
Stockholders of the parent		$2,981,311		$3,852,515
Non-controlling interests		$64,729		$101,394
Comprehensive income attributable to:
Stockholders of the parent		$2,464,738		$4,139,274
Non-controlling interests		$62,353		$103,989
Earnings per share (NTD)	IV&V1.30
Profit from continuing operations		$35.14		$33.70
(Loss) from discontinued operations		(11.24)		(2.16)
Earnings per share-basic		$23.90		$31.54
Profit from continuing operations		$33.57		$31.12
(Loss) from discontinued operations		(10.33)		(1.96)
Earnings per share-diluted		$23.24		$29.16

(The accompanying notes are an integral part of the consolidated financial statements.)

English Translation of Financial Statements Originally Issued in Chinese

BORA PHARMACIUTICALS CO., LTD.

CONSEILIDATED STATEMENTS OF CHANGES IN EQUITY

From January 1 to December 31, 2025 and 2024

Unit: Thousands of New Taiwan Dollars

Items	Capital		Capital surplus	Retained earnings		Other equity				Treasury stock	Total	Non-controlling interests	Equity Total
	Common stock	Advance receipts for capital stock		Legal reserve	Unappropriated earnings	Exchange differences on translation of foreign operations	Unrealized gain (Loss) on financial assets at fair value through other comprehensive income	Remeasurement of defined benefit plan	Unearned employee compensation
Balance as of January 1, 2024	$1,014,128	$853	$3,318,350	$355,501	$4,373,116	$76,395	$(4,900)	$2,312	$-	$(50,968)	$9,084,787	$2,601,024	$11,765,811
Appropriation and distribution of 2023 retained earning	-	-	-	303,014	(303,014)	-	-	-	-	-	-	-	-
Legal Reserve	-	-	-	-	(1,232,804)	-	-	-	-	-	(1,232,804)	-	(1,232,804)
Cash dividends	-	-	-	-	-	-	-	-	-	-	-	-	-
Net income for the year ended December 31, 2024	-	-	-	-	3,852,515	-	-	-	-	-	3,852,515	101,394	3,953,909
Other comprehensive income for the year ended December 31, 2024	-	-	-	-	-	264,201	22,693	(135)	-	-	286,759	2,595	289,354
Total comprehensive income	-	-	-	-	3,852,515	264,201	22,693	(135)	-	-	4,139,274	103,989	4,243,263
Shares issued for pursuant to acquisitions	16,577	-	1,435,530	-	-	-	-	-	-	-	1,452,107	-	1,452,107
Conversion of convertible bonds	3,054	230	195,563	-	-	-	-	-	-	-	198,847	-	198,847
Conversion of convertible bonds from advance receipts of capital stock	3	(3)	-	-	-	-	-	-	-	-	-	-	-
Purchase of treasury shares	-	-	-	-	-	-	-	-	-	(389,127)	(389,127)	-	(389,127)
Retirement of treasury share	(5,190)	-	(56,035)	-	(327,902)	-	-	-	-	389,127	-	-	-
Difference between consideration received and carrying amount of subsidiaries acquired or disposed	-	-	(706,145)	-	-	-	-	-	-	-	(706,145)	(745,962)	(1,452,107)
Adjustment to share of changes in equities of subsidiaries	-	-	9,100	-	-	-	-	-	-	-	9,100	135,765	144,865
Share-based payment transactions exercise of employee share options	1,430	2,037	59,117	-	-	-	-	-	-	-	62,584	-	62,584
Share-based payment transactions stock based compensation	-	-	128,236	-	-	-	-	-	-	-	128,236	7,745	135,981
Share-based payment transactions from advance receipts of capital stock	850	(850)	-	-	-	-	-	-	-	-	-	-	-
Change in non-controlling interests	-	-	-	-	-	-	-	-	-	-	-	(38,398)	(38,398)
Other treasury shares sold to employees	-	-	24,520	-	-	-	-	-	-	7,787	32,307	-	32,307
Balance as of December 31, 2024	$1,030,852	$2,267	$4,408,236	$658,515	$6,561,911	$340,596	$17,793	$2,177	$-	($43,181)	$12,779,166	$2,144,163	$14,923,329
Balance as of January 1, 2025	$1,030,852	$2,267	$4,408,236	$658,515	$6,361,911	$340,596	$17,793	$2,177	$-	($43,181)	$12,779,166	$2,144,163	$14,923,329
Appropriation and distribution of 2024 retained earning	-	-	-	361,111	(361,111)	-	-	-	-	-	-	-	-
Legal Reserve	-	-	-	-	(1,448,922)	-	-	-	-	-	(1,448,922)	-	(1,448,922)
Cash dividends	206,828	-	-	-	(206,828)	-	-	-	-	-	-	-	-
Shares in equity of associates and joint ventures accounted for using equity method	-	-	40,604	-	-	-	-	-	-	-	40,604	-	40,604
Other changes in other capital surplus	-	-	5	-	-	-	-	-	-	-	5	-	5
Net income for the year ended December 31, 2025	-	-	-	-	2,981,311	-	-	-	-	-	2,981,311	64,729	3,046,040
Other comprehensive income for the year ended December 31, 2025	-	-	-	-	-	(524,600)	5,912	2,115	-	-	(516,573)	(2,376)	(518,948)
Total comprehensive income	-	-	-	-	2,981,311	(524,600)	5,912	2,115	-	-	2,464,738	62,353	2,527,091
Conversion of convertible bonds	29,530	-	1,460,960	-	-	-	-	-	-	-	1,490,490	-	1,490,490
Conversion of convertible bonds from advance receipts of capital stock	230	(230)	-	-	-	-	-	-	-	-	-	-	-
Purchase of treasury shares	-	-	-	-	-	-	-	-	-	(99,884)	(99,884)	-	(99,884)
Disposal of subsidiaries	-	-	-	-	-	-	-	-	-	-	-	(45,293)	(45,293)
Difference between consideration received and carrying amount of subsidiaries acquired or disposed	-	-	(8,567)	-	-	-	-	-	-	-	(8,567)	(919)	(9,486)
Adjustment to share of changes in equities of subsidiaries	-	-	(977)	-	-	-	-	-	-	-	(977)	977	-
Share-based payment transactions issued of restricted stock	-	506	5,433	-	-	-	-	-	(5,939)	-	-	-	-
Share-based payment transactions exercise of employee share options	4,159	1,688	84,370	-	-	-	-	-	-	-	90,217	-	90,217
Share-based payment transactions stock based compensation	-	-	76,564	-	-	-	-	-	-	-	76,564	2,059	78,623
Share-based payment transactions from advance receipts of capital stock	2,037	(2,037)	-	-	-	-	-	-	-	-	-	-	-
Share-based payment transactions purchase of employee share options	-	-	(39,372)	-	-	-	-	-	-	-	(39,372)	-	(39,372)
Change in non-controlling interests	-	-	-	-	-	-	-	-	-	-	-	(72,550)	(72,550)
Other treasury shares sold to employees	-	-	28,559	-	-	-	-	-	-	8,778	37,337	-	37,337
Balance as of December 31, 2025	$1,273,636	$2,194	$6,055,815	$1,019,626	$7,326,561	$(188,004)	$23,705	$4,293	$(5,939)	$(114,287)	$15,381,399	$2,090,790	$17,472,188

(The accompanying notes are an integral part of the parent company only financial statements.)

English Translation of Financial Statements Originally Issued in Chinese

BORA PHARMACEUTICALS CO., LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

From January 1 to December 31, 2025 and 2024

Items	For the year ended December 31, 2025	For the year ended December 31, 2024	Items	For the year ended December 31, 2025	For the year ended December 31, 2024
Cash flows from operating activities:			Cash flows from investing activities:
Net income from continuing operations before tax	$5,277,888	$5,223,172	Acquisition of financial assets measured at fair value through other comprehensive income	-	(20,000)
Net loss from discontinued operations before tax	(1,743,730)	$(354,685)	Acquisition of financial assets measured at amortized cost	(670)	(2,049,944)
Net income before tax	3,534,158	4,868,487	Proceeds from disposal of financial assets at amortized cost	25,000	2,302,398
Adjustments for:			Acquisition of financial assets measured at fair value through profit or loss	-	(44,262)
Income and expense adjustments:			Proceeds from disposal of financial assets at fair value through profit or loss	-	235,412
Depreciation	704,236	701,922	Acquisition of investments accounted for using equity method	(1,116,437)	(1,392)
Amortization	382,321	324,407	Net cash flow from acquisition of subsidiaries	(620,214)	(10,264,908)
Net (gain) on financial assets and liabilities measured at fair value through profit or loss	(373,099)	(11,558)	Proceeds from disposal of non-current assets classified as held for sale	233,876	-
Interest expense	484,622	479,722	Acquisition of property, plant and equipment	(668,657)	(438,251)
Interest income	(29,350)	(91,423)	Proceeds from disposal of property, plant and equipment	6,108	12,586
Dividend income	(957)	(784)	Decrease in refundable deposits	2,534	5,760
Share-based payment	78,623	135,981	Acquisition of intangible assets	(78,274)	(158,950)
Share of profit of associates and joint ventures accounted for using equity method	452,956	36	Proceeds from disposal of intangible assets	34,298	-
(Gain) loss on disposal of property, plant and equipment	(3,474)	27,992	Increase in other non-current assets	-	(168,986)
Property, plan and equipment transferred to expenses	169	-	Decrease in other non-current assets	66,309	-
(Gain) on disposal of intangible assets	(34,084)	-	Increase in prepayment for equipments	(260,015)	(89,849)
(Gain) on disposal of non-current assets classified as held for sale	(5,984)	-	Dividends received	957	784
(Gain) on disposal of investments accounted for using equity method	(2,591,530)	-	Other investing activities - loss control of subsidiaries	(1,004,464)	-
Impairment loss on non-financial assets	151,419	-	Net cash (used in) investing activities	(3,379,649)	(10,679,602)
Unrealized profits on sales	2,118	-
Realized profit on from sales	(369)	-
Loss on bond redemption	2	-
Other - bargain purchase gain	-	(1,662,589)	Cash flows from financing activities:
Other adjustments to reconcile profit	9,806	36,087	Increase in short-term loans	1,369,818	1,823,613
Total income and expense adjustments:	(772,575)	(60,207)	Proceeds from issuing bonds	-	6,314,925
			Repayments of bonds	(2,700)	-
Changes in operating assets and liabilities:			Proceeds from long-term loans	460,000	8,705,602
Contract assets	(239,141)	335,369	Repayment of long-term loans	(1,309,445)	(2,805,265)
Notes receivable,net	15,716	34,439	Repayment of the principal of lease liabilities	(98,308)	(104,583)
Accounts receivable,net	1,388,351	(1,707,128)	Increase in other non-current liabilities	3,638	-
Other receivables	(121,567)	(32,670)	Decrease in other non-current liabilities	-	(60,546)
Inventories,net	2,050,976	(341,816)	Cash dividends	(1,448,922)	(1,232,804)
Prepayments	(22,691)	78,168	Exercise of employee share options	90,217	62,584
Other current assets	(111,820)	24,199	Payments to acquire treasury shares	(99,884)	(389,127)
Other operating assets	794	-	Treasury stock sold to employees	37,337	32,307
Contract liabilities	131,603	19,308	Interest paid	(266,739)	(382,686)
Notes payable	(4,141)	(12,984)	Net change of non-controlling interests	(72,550)	106,598
Accounts payable	140,293	(663,519)	Other financing activities - purchase of employee share options	(39,372)	-
Other payables	(209,263)	(306,937)	Net cash (used in) provided by financing activities	(1,376,910)	12,070,618
Refund liabilities	(156,050)	(152,477)	Effect of exchange rate changes on cash and cash equivalents	(499,338)	404,863
Provisions	(542,500)	13,297
Other current liabilities	(11,433)	(46,376)	Net (decrease) increase in cash and cash equivalents	(752,308)	2,775,903
Other operating liabilities	(121,589)	(104,023)	Cash and cash equivalents at beginning of period	5,829,197	3,053,294
Cash generated from operations	4,949,121	1,945,130	Cash and cash equivalents at end of period	$5,076,889	$5,829,197
Interest received	29,350	91,423
Income tax paid	(474,882)	(1,056,529)
Net cash provided by operating activities	4,503,589	980,024

(The accompanying notes are an integral part of the parent company only financial statements.)

Independent Auditors' Report

To BORA PHARMACEUTICALS CO., LTD.

Opinion

We have audited the accompanying parent company only balance sheets of BORA PHARMACEUTICALS CO., LTD. (the “Company”) as of December 31, 2025 and 2024, and the related parent company only statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2025 and 2024 and notes to the parent company only financial statements, including the summary of material accounting policies (together “the parent company only financial statements”).

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on our audits and the reports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of 2025 parent company only financial statements. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Revenue Recognition

For the year ended December 31, 2025, the Company recognized NT$1,178,203 thousand as revenues, mainly from sales of consumer healthcare products and contract development and manufacturing (CDMO). As timing of revenue recognition varies among contract terms with customers, which involved management's significant judgment, we therefore determined this a key audit matter.

Our audit procedures therefore include, but are not limited to, evaluating and testing the internal control design and implementation effectiveness of the sales cycle that are relevant to the timing of revenue recognition; selecting samples to perform tests of details of sales revenue transactions, and reviewing the significant terms and conditions of customer orders, and check the relevant transaction certificates to check the timing of revenue recognition; perform a cut-off point test for a period before and after the balance sheet date to confirm that the Company recognized revenue in the correct period; and review whether there is any significant reversal in operating revenue subsequent to the balance sheet date.

We also assessed the adequacy of disclosures of revenue recognition. Please refer to Notes IV and VI to the parent company only financial statements.

Other Matter—Making Reference to the Audit of Component Auditors

We did not audit the financial statements of certain associates and joint ventures under the equity method. Those financial statements were audited by other auditors, whose reports thereon have been furnished to us, and our opinions expressed herein are based solely on the audit reports of the other auditors. These associates and joint ventures under the equity method amounted to NT$4,846,672 thousand, which represented 15% of total assets as of December 31, 2025; the related shares of loss from the associates and joint ventures under the equity method amounted to NT$(466,689) thousand for the year ended December 31, 2025, which represented (15)% of the income before income tax; the related shares of other comprehensive loss from the associates and joint ventures under the equity method amounted to NT$(11,864) thousand, which represented 2% of the comprehensive loss for the year ended December 31, 2025.

Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements

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

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

Those charged with governance, including audit committee, are responsible for overseeing the financial reporting process of the Company.

Auditor’s Responsibilities for the Audit of the Parent Company Only Financial Statements

Our objectives are to obtain reasonable assurance about whether the parent company only 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 Standards on Auditing of the Republic of China 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 parent company only financial statements.

As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the parent company only 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.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the Company.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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 ability to continue as a going concern of the Company. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the accompanying notes, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of parent company only financial statements for the year ended 31 December 2025 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.

Hu, Tzu Ren

Yao, Shih Chieh

Ernst & Young, Taiwan

March 11, 2026

Notice to Readers

The accompanying parent company only financial statements are intended only to present the financial position, results of operations and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally accepted and applied in the Republic of China.

Accordingly, the accompanying parent company only financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or Standards on Auditing of the Republic of China, and their applications in practice. As the financial statements are the responsibility of the management, Ernst & Young cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

English Translation of Financial Statements Originally Issued in Chinese

BORA PHARMACEUTICALS CO., LTD.

PARENT COMPANY ONLY BALANCE SHEETS

As of December 31, 2025 and 2024

Unit: Thousands of New Taiwan Dollars

ASSETS	Notes	December 31, 2025		December 31, 2024
		Amount	%	Amount	%
Current assets
Cash and cash equivalents	IV&VI.1	$543,372	2	$639,802	2
Financial assets measured at fair value through profit or loss, current	IV&VI.2	21,553	-	24,477	-
Accounts receivable, net	IV&VI.3.15&VII	322,266	1	257,278	1
Other receivables	IV&VII	215,887	1	195,864	1
Current tax assets	IV	-	-	16,945	-
Inventories,net	IV&VI.4	11,360	-	32,260	-
Prepayments		8,715	-	33,678	-
Other current assets		74,303	-	61,204	-
Total current assets		1,197,456	4	1,261,508	4
Non-current assets
Investments accounted for using equity method	IV&VI.5&VIII	29,409,462	92	27,780,764	91
Property, plant and equipment	IV&VI.6&VIII	1,093,359	3	1,105,263	4
Right-of-use assets	IV&VI.16	-	-	1,558	-
Investment property,net	IV&VI.7&VIII	17,609	-	22,505	-
Intangible assets	IV	5,992	-	7,890	-
Deferred tax assets	IV&VI.20	136,051	1	243,945	1
Other non-current assets		16,498	-	3,618	-
Total non-current assets		30,678,971	96	29,165,543	96
Total assets		$31,876,427	100	$30,427,051	100

(The accompanying notes are an integral part of the parent company only financial statements.)

English Translation of Financial Statements Originally Issued in Chinese

BORA PHARMACEUTICALS CO., LTD.

PARENT COMPANY ONLY BALANCE SHEETS

As of December 31, 2025 and 2024

Unit: Thousands of New Taiwan Dollars

LIABILITIES AND EQUITY	Notes	December 31, 2025		December 31, 2024
		Amount	%	Amount	%
Current liabilities
Short-term loans	IV&VI.8	$2,990,000	10	$1,400,000	5
Notes payable		1	-	-	-
Accounts payable	VII	94,606	-	98,304	-
Other payables	IV&VII	200,298	1	345,885	1
Current tax liabilities	IV&VI.20	91,332	-	94,052	-
Lease liabilities,current	IV&VI.16	-	-	1,584	-
Current portion of long-term loans	IV&VI.10	1,608,818	5	1,086,417	4
Other current liabilities		5,604	-	5,298	-
Total current liabilities		4,990,659	16	3,031,540	10
Non-current liabilities
Bonds payable	IV&VI.9	6,567,968	21	7,758,905	26
Long-term loans	IV&VI.10	4,786,120	15	6,498,320	21
Deferred tax liabilities	IV&VI.20	148,657	-	357,036	1
Other non-current liabilities		1,624	-	2,084	-
Total non-current liabilities		11,504,369	36	14,616,345	48
Total liabilities		16,495,028	52	17,647,885	58
Equity	VI.12
Capital
Common stock		1,273,636	4	1,030,852	3
Advance receipts for share capital		2,194	-	2,267	-
Capital surplus		6,055,815	19	4,408,236	15
Retained earnings
Legal reserve		1,019,626	3	658,515	2
Unappropriated earnings		7,326,361	23	6,361,911	21
Subtotal		8,345,987	26	7,020,426	23
Other equity		(161,946)	(1)	360,566	1
Treasury stock		(134,287)	-	(43,181)	-
Total equity		15,381,399	48	12,779,166	42
Total liabilities and equity		$31,876,427	100	$30,427,051	100

(The accompanying notes are an integral part of the parent company only financial statements.)

English Translation of Financial Statements Originally Issued in Chinese

BORA PHARMACEUTICALS CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME

For the years ended December 31, 2025 and 2024

Unit: Thousands of New Taiwan Dollars

Items	Notes	For the year ended December 31, 2025		For the year ended December 31, 2024
		Amount	%	Amount	%
Operating revenue	IV&VI.14&VII	$1,178,203	100	$1,119,329	100
Operating costs	IV&VI.4.17&VII	(995,587)	(85)	(944,337)	(84)
Gross profit		182,616	15	174,992	16
Unrealized gross (profit) from sales		(67,869)	(6)	(66,179)	(6)
Realized gross profit on from sales		66,459	6	39,761	3
Net gross profit		181,206	15	148,574	13
Operating expenses	IV&VI.6.7.15.16.17.21
Sales and marketing expenses		(1,877)	-	(2,148)	-
General and administrative expenses		(342,027)	(29)	(431,688)	(39)
Research and development expenses		(639)	-	(1,120)	0
Total operating expenses		(344,543)	(29)	(434,956)	(39)
Operating loss		(163,337)	(14)	(286,382)	(26)
Non-operating income and expenses
Other income	VI.18&VII	162,803	14	302,067	27
Other gains and (losses)	VI.18&VII	2,602,221	221	(40,962)	(4)
Financial costs	VI.18&VII	(425,559)	(36)	(264,445)	(24)
Share of profit of subsidiaries, associates and joint ventures accounted for using equity method	VI.5	986,515	84	4,101,156	367
Total non-operating income		3,325,980	283	4,097,816	366
Net income before income tax		3,162,643	269	3,811,434	340
Income tax (expense) benefits	VI.20	(181,332)	(16)	41,081	4
Net income		2,981,311	253	3,852,515	344
Other comprehensive income (loss)
Items that will not be reclassified subsequently to profit or loss
Remeasurements of defined plans for subsidiaries, affiliates and joint ventures	VI.19	2,115	-	(135)	-
Unrealized gains on equity instruments investments measured at fair value through other comprehensive income for subsidiaries, affiliates, and joint ventures	VI.19	5,912	1	22,693	2
Income tax related to items that will not be reclassified subsequently to profit or loss		-	-	-	-
Items that may be reclassified subsequently to profit or loss
Exchange differences on translation of foreign operations	VI.19	(635,653)	(54)	299,087	27
Share of other comprehensive income (loss) of subsidiaries, associates and joint ventures accounted for using equity method	VI.19	(16,078)	(1)	24,931	2
Income tax related to items that may be reclassified subsequently to profit or loss	VI.20	127,131	11	(59,817)	(5)
Total other comprehensive income (loss), net of tax		(516,573)	(43)	286,759	26
Total comprehensive income		$2,464,738	210	$4,139,274	370
Earnings per share (NTD)	IV&VI.21
Earnings per share-basic		$23.90		$31.54
Earnings per share-diluted		$23.24		$29.16

(The accompanying notes are an integral part of the parent company only financial statements.)

English Translation of Financial Statements Originally Issued in Chinese

BORA PHARMACEUTICALS CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY

For the years ended December 31, 2025 and 2024

Unit: Thousands of New Taiwan Dollars

Items	Capital		Capital surplus	Retained earnings		Other equity				Treasury stock	Total
	Common stock	Advance receipts for share capital		Legal reserve	Unappropriated earnings	Exchange differences on translation of foreign operations	Unrealized gain (Loss) on financial assets at fair value through other comprehensive income	Remeasurement of defined benefit plan	Unearned employee compensation
Balance as of January 1, 2024	$1,014,128	$853	$3,318,350	$355,501	$4,373,116	$76,395	$(4,900)	$2,312	$-	$(50,968)	$9,084,787
Appropriation and distribution of 2023 retained earning	-	-	-	303,014	(303,014)	-	-	-	-	-	-
Legal Reserve	-	-	-	-	(1,232,804)	-	-	-	-	-	(1,232,804)
Cash dividends	-	-	-	-	-	-	-	-	-	-	49,589
Changes in equity of subsidiaries, affiliates and joint ventures recognized using equity method	-	-	49,589	-	-	-	-	-	-	-	-
Net income for the year ended December 31, 2024	-	-	-	-	3,852,515	-	-	-	-	-	3,852,515
Other comprehensive income for the year ended December 31, 2024	-	-	-	-	-	264,201	22,693	(135)	-	-	286,759
Total comprehensive income	-	-	-	-	3,852,515	264,201	22,693	(135)	-	-	4,139,274
Shares issued for pursuant to acquisitions	16,577	-	1,435,530	-	-	-	-	-	-	-	1,452,107
Conversion of convertible bonds	3,054	230	195,563	-	-	-	-	-	-	-	198,847
Conversion of convertible bonds-from advance receipts of capital stock	3	(3)	-	-	-	-	-	-	-	-	-
Purchase of treasury shares	-	-	-	-	-	-	-	-	-	(389,127)	(389,127)
Retirement of treasury share	(5,190)	-	(56,035)	-	(327,902)	-	-	-	-	389,127	-
Difference between consideration received and the carrying amount of the subsidiaries acquired or disposed	-	-	(706,145)	-	-	-	-	-	-	-	(706,145)
Adjustment to share of changes in equities of subsidiaries	-	-	9,100	-	-	-	-	-	-	-	9,100
Share-based payment transactions-exercise of employee share options	1,430	2,037	59,117	-	-	-	-	-	-	-	62,584
Share-based payment transactions-stock based compensation	-	-	78,647	-	-	-	-	-	-	-	78,647
Share-based payment transactions-from advance receipts of capital stock	850	(850)	-	-	-	-	-	-	-	-	-
Other-treasury shares sold to employees	-	-	24,520	-	-	-	-	-	-	7,787	32,307
Balance as of December 31, 2024	$1,030,852	$2,267	$4,408,236	$658,515	$6,361,911	$340,596	$17,793	$2,177	$-	($43,181)	$12,779,166
Balance as of January 1, 2025	$1,030,852	$2,267	$4,408,236	$658,515	$6,361,911	$340,596	$17,793	$2,177	$-	($43,181)	$12,779,166
Appropriation and distribution of 2024 retained earning	-	-	-	361,111	(361,111)	-	-	-	-	-	-
Legal Reserve	-	-	-	-	(1,448,922)	-	-	-	-	-	(1,448,922)
Cash dividends	206,828	-	-	-	(206,828)	-	-	-	-	-	-
Stock dividends	-	-	7,554	-	-	-	-	-	-	-	7,554
Changes in equity of subsidiaries, affiliates and joint ventures recognized using equity method	-	-	7,554	-	-	-	-	-	-	-	7,554
Other changes in other capital surplus	-	-	5	-	-	-	-	-	-	-	5
Net income for the year ended December 31, 2025	-	-	-	-	2,981,311	-	-	-	-	-	2,981,311
Other comprehensive income for the year ended December 31, 2025	-	-	-	-	-	(524,600)	5,912	2,115	-	-	(516,573)
Total comprehensive income	-	-	-	-	2,981,311	(524,600)	5,912	2,115	-	-	2,464,738
Conversion of convertible bonds	29,530	-	1,460,960	-	-	-	-	-	-	-	1,490,490
Conversion of convertible bonds-from advance receipts of capital stock	230	(230)	-	-	-	-	-	-	-	-	(99,884)
Purchase of treasury shares	-	-	-	-	-	-	-	-	-	(99,884)	(99,884)
Difference between consideration received and the carrying amount of the subsidiaries acquired or disposed	-	-	(8,567)	-	-	-	-	-	-	-	(8,567)
Adjustment to share of changes in equities of subsidiaries	-	-	(977)	-	-	-	-	-	-	-	(977)
Share-based payment transactions-issued of restricted stock	-	506	5,433	-	-	-	-	-	(5,939)	-	-
Share-based payment transactions-exercise of employee share options	4,159	1,688	84,370	-	-	-	-	-	-	-	90,217
Share-based payment transactions-stock based compensation	-	-	70,242	-	-	-	-	-	-	-	70,242
Share-based payment transactions-from advance receipts of capital stock	2,037	(2,037)	-	-	-	-	-	-	-	-	-
Other-treasury shares sold to employees	-	-	28,559	-	-	-	-	-	-	8,778	37,337
Balance as of December 31, 2025	$1,273,636	$2,194	$6,055,815	$1,019,626	$7,326,361	($184,004)	$23,705	$4,292	($5,939)	$(134,287)	$15,381,399

(The accompanying notes are an integral part of the parent company only financial statements.)

English Translation of Financial Statements Originally Issued in Chinese

BORA PHARMACEUTICALS CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

For the years ended December 31, 2025 and 2024

Unit: Thousands of New Taiwan Dollars

Items	For the year ended December 31, 2025	For the year ended December 31, 2024	Items	For the year ended December 31, 2025	For the year ended December 31, 2024
Cash flows from operating activities:			Cash flows from investing activities:
Net income before tax	$3,162,643	$3,811,434	Acquisition of financial assets measured at amortized cost	-	(1,687,400)
Adjustments			Proceeds from disposal of financial assets measured at amortized cost	-	1,687,400
Adjustments to reconcile profit (loss)			Acquisition of financial assets measured at fair value through profit or loss	-	(22,832)
Depreciation	29,820	25,871	Acquisition of investments accounted for using equity method	(425,917)	(12,713,831)
Amortization	1,898	1,618	Net cash flow from acquisition of subsidiaries	(92,159)	(2,354,727)
Net loss (gain) on financial assets and liabilities measured at fair value through profit or loss	2,924	(24,423)	Proceeds from capital reduction of investments accounted for using equity method	113,040	-
Interest expense	425,559	264,445	Acquisition of property, plant and equipment	(11,502)	(12,884)
Interest income	(3,560)	(60,601)	Proceeds from disposal of property, plant and equipment	2	408
Dividends income	(957)	(784)	Decrease in refundable deposits	3,300	57
Share-based payment	44,171	56,940	Increase in other receivables-related parties	(51,763)	(221,065)
Share of profit of subsidiaries, associates and joint ventures accounted for using equity method	(986,515)	(4,101,156)	Decrease in other receivables-related parties	100,723	210,378
Loss on disposal of property, plant and equipment	38	247	Acquisition of intangible assets	-	(8,032)
(Gain) on disposal of investments accounted for using equity method	(2,591,530)	-	Increase in prepayment for equipments	(16,180)	-
Unrealized profits on sales	67,869	66,179	Decrease in prepayment for equipments	-	3,983
Realized profit on from sales	(66,459)	(39,761)	Dividends received	1,616,077	3,626,548
Loss on bond redemption	2	-	Net cash provided by (used in) investing activities	1,235,621	(11,491,997)
Other adjustments to reconcile profit	14,618	17,355
Total adjustments to reconcile profit (loss)	(3,062,122)	(3,794,070)	Cash flows from financing activities:
			Increase in short-term loans	1,590,000	900,000
Changes in operating assets and liabilities:			Proceeds from issuing bonds	-	6,314,925
Notes receivable,net	-	664	Repayments of bonds	(2,700)	-
Accounts receivable,net	(64,988)	(146,198)	Proceeds from long-term loans	-	7,000,000
Other receivables	(42,912)	(818)	Repayment of long-term loans	(1,204,417)	(834,644)
Inventories,net	20,900	3,911	Decrease in guarantee deposits	(460)	-
Prepayments	24,963	(27,144)	Repayment of the principal of lease liabilities	(1,584)	(2,687)
Other current assets	(13,099)	(14,371)	Increase in other non-current liabilities	-	(24)
Contract liabilities	-	(8)	Cash dividends	(1,448,922)	(1,232,804)
Notes payable	1	-	Exercise of employee share options	90,217	62,584
Accounts payable	(3,698)	47,376	Payments to acquire treasury shares	(99,884)	(389,127)
Other payables	(40,305)	70,056	Treasury stock sold to employees	37,337	32,307
Other current liabilities	306	3,177	Interest paid	(208,265)	(168,127)
Cash generated from operations	(18,311)	(45,991)	Net cash (used in) provided by financing activities	(1,248,678)	11,682,403
Interest received	3,560	60,601
Income tax paid	(54,230)	(40,206)	Effect of exchange rate changes on cash and cash equivalents	(14,392)	132,770
Net cash (used in) operating activities	(68,981)	(25,596)
			Net (decrease) increase in cash and cash equivalents	(96,430)	297,580
			Cash and cash equivalents at beginning of period	639,802	342,222
			Cash and cash equivalents at end of period	$543,372	$639,802

(The accompanying notes are an integral part of the parent company only financial statements.)

Attachment VI: Earnings Distribution Table

Bora Pharmaceuticals, Co.Ltd Earnings Distribution Table 2025

Unit: NT$

Item	Amount		Notes
	Subtotal	Total
Beginning balance of 2025		$4,345,050,282
Add: Net profit after tax for 2025		2,981,310,421
Net income after tax plus other items included in current year’s undistributed earnings		7,326,360,703	Note 1
Less: Appropriation of 10% legal reserve	(298,131,042 )		Note 2
Less: Appropriation of special reserve	(161,946,052 )
Distributable earnings for the current period		6,866,283,609
Distribution Items:
Cash dividends to shareholders (NT$10 per share)	(1,273,299,330 )		Note 3.4
		(1,273,299,330 )
Ending undistributed earnings		5,592,984,279

Chairman: Sheng Pao-Shi

Manager: Sheng Pao-Shi

Head of Accounting: Chen Hsiao-Ting

Note 1: Legal reserve NT$2,981,310,421 x 10% = NT$298,131,042.

Note 2: In accordance with Article 41 of the Securities and Exchange Act, a special reserve shall be set aside for the net amount of reductions in other equity accounted for in the current period.

Note 3: As of February 28, 2025, the number of outstanding shares was 127,329,933 shares (127,683,933 shares less 354,000 treasury shares)

Note 4: The amount of this earnings distribution shall be based on 2025 on a priority basis.

Attachment V. Cross Reference Table for Procedure for Acquiring and Disposing Asset

Bora Pharmaceuticals Co., Ltd.

Cross Reference Table for Procedure for Acquiring and Disposing Asset

Amended Provisions	Existing Provisions	Descriptions
Article 5 Evaluating procedure
1. The acquisition or disposal of securities that are not traded on the centralized security exchange market or through securities firm shall consider its net value per share, profitability, future development potential, market interest rate, bond coupon rate, debtor’s credit and current transaction price.
2. The acquisition or disposal of securities that are traded on the centralized exchange market or through securities firm shall be determined according to the current price of equity or bonds.
The acquisition or disposal of asset other than assets listed in the above two paragraph shall be done in price inquiry, price comparison, price negotiation, or open tender. Assessed present value, evaluated present value, and the actual transaction price of the adjacent real estate shall be considered. When public announcement is needed to follow this Procedure, the appraisal report issued by the professional appraiser shall be refer to.	Article 5 Evaluating procedure
3. The acquisition or disposal of securities that are not traded on the centralized security exchange market or through securities firm shall consider its net value per share, profitability, future development potential, market interest rate, bond coupon rate, debtor’s credit and current transaction price.
4. The acquisition or disposal of securities that are traded on the centralized exchange market or through securities firm shall be determined according to the current price of equity or bonds.
The acquisition or disposal of asset shall be done in price inquiry, price comparison, price negotiation, or open tender. Assessed present value, evaluated present value, and the actual transaction price of the adjacent real estate shall be considered. When public announcement is needed to follow this Procedure, the appraisal report issued by the professional appraiser shall be refer to.	Amend in accordance to the guidance from local regulation.

| Article 7 Authorization
1. For acquisition or disposal of long and short term securities, the responsible department shall execution the transaction after the trading purpose, reference for the transaction price, and transaction method is approved. When the cumulative yearly transaction amount for the same securities within one year is below NT 150 million, it shall be approved by the chairman. When the cumulative yearly transaction amount is over NT 150 million respectively, it shall be approved by the Board of Director.
2. For acquisition or disposal of property and its right of use property, equipment and its right of use equipment, intangible asset(patent right, copyright, trademark, franchise, etc) and acquisition and disposal of other investment(excluding derivative product), the responsible department shall execution the transaction after the trading purpose, reference for the transaction price, and transaction method is approved. When the cumulative transaction amounts for acquiring or disposing of the same type of real estate or right-to-use assets under the same development plan with the same counterparty within one year is below NT 100 million respectively, it shall be approved by the chairman. When the cumulative yearly transaction amount is over NT 200 million, it shall be approved by the Board of Director. | Article 7 Authorization
1. For acquisition or disposal of long and short term securities, the responsible department shall execution the transaction after the trading purpose, reference for the transaction price, and transaction method is approved. When the cumulative yearly transaction amount is below NT 150 million, it shall be approved by the chairman. When the cumulative yearly transaction amount is over NT 150 million, it shall be approved by the Board of Director.
2. For acquisition or disposal of property and its right of use property, equipment and its right of use equipment, intangible asset(patent right, copyright, trademark, franchise, etc) and acquisition and disposal of other investment(excluding derivative product), the responsible department shall execution the transaction after the trading purpose, reference for the transaction price, and transaction method is approved. When the cumulative yearly transaction amount is below NT 100 million, it shall be approved by the chairman. When the cumulative yearly transaction amount is over NT 200 million, it shall be approved by the Board of Director.
3. If the Company has set up the audit committee in accordance with the Security and Exchange Act, the audit committee shall approve and send to Board of Director for resolution when material acquisition or disposal of asset happens. | Amend in accordance to the guidance from local regulation. |
| --- | --- | --- |

3. If the Company has set up the audit committee in accordance with the Security and Exchange Act, the audit committee shall approve and send to Board of Director for resolution when material acquisition or disposal of asset happens.
4. The calculation of the transaction amount under this article shall be in accordance with the provisions of Article 9, Paragraph 2. The term "within one year" refers to the period one year prior to the date on which this transaction occurred. Valuation reports issued by professional appraisers or opinions of accountants that have been obtained in accordance with this procedure or have been submitted to the board of directors for approval shall not be included again.
Article 8 Investment scope and amount
The Company and its subsidiary may purchase real property that is not for operating purpose, right-of-use asset or securities, the purchasing limit is as follows:
1. For real property that is not for operating purpose, right-of-use asset, the purchasing limit cannot exceed the Company’s 200% net worth. For subsidiary, the purchasing limit cannot exceed the Company’s 200% net worth.
2. For long term investment securities, the purchasing limit cannot exceed the Company’s 400% net worth. For	Article 8 Investment scope and amount
The Company and its subsidiary may purchase real property that is not for operating purpose, right-of-use asset or securities, the purchasing limit is as follows:
1. For real property that is not for operating purpose, right-of-use asset, the purchasing limit cannot exceed the Company’s 200% net worth. For subsidiary, the purchasing limit cannot exceed the subsidiary’s 200% net worth.
2. For long term investment securities, the purchasing limit cannot exceed the Company’s 400% net worth. For	Amend the wording for clarification.

| subsidiary, the purchasing limit cannot exceed the Company’s 200% net worth.
3. For short term investment securities, the purchasing limit cannot exceed the Company’s 80% net worth. For individual securities, the purchasing limit cannot exceed the Company’s 40% net worth. For subsidiary, the purchasing limit cannot exceed the Company’s 40% net worth. | subsidiary, the purchasing limit cannot exceed the subsidiary’s 200% net worth.
3. For short term investment securities, the purchasing limit cannot exceed the Company’s 80% net worth. For individual securities, the purchasing limit cannot exceed the Company’s 40% net worth. For subsidiary, the purchasing limit cannot exceed the subsidiary’s 40% net worth. | |
| --- | --- | --- |
| Article 17
When the Company intends to acquire or dispose of real property or right-of-use assets from or to a related party, or when it intends to acquire or dispose of assets other than real property or right-of-use assets from or to a related party and the transaction amount reaches 20% or more of paid-in capital, 10% or more of the Company's total assets, or NT$300 million or more, except for trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises, the Company may not proceed to enter into a transaction contract or make a payment until the following matters have been agreed by the audit committee and approved by the Board of Directors. With respect to the types of transactions listed below, when the transaction is being conducted by the Company, its subsidiary, or subsidiary in which the Company directly or indirectly own one hundred percent of the issued shares or authorized capital, the Company's Board of Directors may, pursuant to Article | Article 17
When the Company intends to acquire or dispose of real property or right-of-use assets from or to a related party, or when it intends to acquire or dispose of assets other than real property or right-of-use assets from or to a related party and the transaction amount reaches 20% or more of paid-in capital, 10% or more of the Company's total assets, or NT$300 million or more, except for trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises, the Company may not proceed to enter into a transaction contract or make a payment until the following matters have been agreed by the audit committee and approved by the Board of Directors.
1. The purpose, necessity and anticipated benefit of the acquisition or disposal of assets.
2. The reason for choosing the related party as a trading counterparty.
3. With respect to the acquisition of real property or right-of-use assets thereof | Amend in accordance to the guidance from local regulation. |

| 7. Paragraph 2, delegate the chairman to decide such matters when the transaction is within a certain amount and have the decisions subsequently submitted to and ratified by the next board of directors meeting.
1. The purpose, necessity and anticipated benefit of the acquisition or disposal of assets.
2. The reason for choosing the related party as a trading counterparty.
3. With respect to the acquisition of real property or right-of-use assets thereof from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms
4. The date and price at which the related party originally acquired the real property, the original trading counterparty, and that trading counterparty's relationship to the Company and the related party.
5. Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds utilization.
6. An appraisal report from a professional appraiser or a CPA's opinion.
7. Restrictive covenants and other important stipulations associated with the transaction.
Omitted hereunder | from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms
4. The date and price at which the related party originally acquired the real property, the original trading counterparty, and that trading counterparty's relationship to the Company and the related party.
5. Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds utilization.
6. An appraisal report from a professional appraiser or a CPA's opinion.
7. Restrictive covenants and other important stipulations associated with the transaction.
With respect to the types of transactions listed below, when the transaction is being conducted by the Company, its subsidiary, or subsidiary in which the Company directly or indirectly own one hundred percent of the issued shares or authorized capital, the Company's Board of Directors may, pursuant to Article 7, Paragraph 2, delegate the chairman to decide such matters when the transaction is within a certain amount and have the decisions subsequently submitted to and ratified by the next board of directors meeting:
1. Acquisition or disposal of equipment or right-of-use assets thereof held for business use.
2. Acquisition or disposal of real property right-of-use assets held for business use. |
| --- | --- |

	Omitted hereunder
Article 31
The procedure was formulated on May 14, 2014.
The first amendment was made on August 25, 2014; the second amendment was made on April 9, 2015; the third amendment is made on June 20, 2017; the fourth amendment was made on February 5, 2018; the fifth amendment was made on June 11, 2019; the sixth amendments was made on May 24, 2022; and the seventh amendments was made on June 6, 2023; the eighth amendments was made on May 27, 2024; the ninth amendments was made on June 9, 2025.	Article 31
The procedure was formulated on May 14, 2014.
The first amendment was made on August 25, 2014; the second amendment was made on April 9, 2015; the third amendment is made on June 20, 2017; the fourth amendment was made on February 5, 2018; the fifth amendment was made on June 11, 2019; the sixth amendments was made on May 24, 2022; and the seventh amendments was made on June 6, 2023; and the eighth amendments was made on May 27, 2024.	Revision date and number

Attachment VI. Cross Reference Table for Procedure for Shareholders' Meetings

Bora Pharmaceuticals Co., Ltd.

Cross Reference Table for Procedure for Shareholders' Meetings

Amended Provisions	Existing Provisions	Descriptions
Article 3
The first to the third paragraph are omitted.
The Company shall prepare electronic versions of the shareholders meeting notice and proxy forms, meeting handbook and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors, and upload them to the Market Observation Post System (MOPS) not later than 30 days before the date of a regular shareholders meeting or not later than 15 days before the date of a special shareholders meeting. The Company shall, not later than 15 days before the date of the shareholders meeting, have prepared the shareholders meeting agenda and supplemental meeting materials, and made them available for review by shareholders at any time, display them at the Company and the designated professional shareholder services agent, as well as distribute them at the site of the shareholders' meeting.
The notice and public announcement shall specify the reasons for convening the meeting; The notice may be effected by means of electronic transmission, after	Article 3
The first to the third paragraph are omitted.
The Company shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors, and upload them to the Market Observation Post System (MOPS) not later than 30 days before the date of a regular shareholders meeting or not later than 15 days before the date of a special shareholders meeting. The Company shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS not later than 21 days before the date of the regular shareholders meeting or not later than 15 days before the date of the special shareholders meeting. The Company shall, not later than 15 days before the date of the shareholders meeting, have prepared the shareholders meeting agenda and supplemental meeting materials, and made them available for review by shareholders at any time, display them at the Company and the designated professional shareholder services agent, as	Amend in accordance to the guidance from the local regulation.
the name of the shareholders meeting, and the name of the board of directors, and the name of the board of directors' office, and the name of the board of directors' office, and the name of the board of directors' office, and the name of the board of directors' office, and the name of the board of directors' office, and the name of the board of directors' office, and the name of the board of directors' office, and the name of the board of directors' office, and the name of the board of directors' office

Amended Provisions	Existing Provisions	Descriptions
obtaining prior consent from the recipients thereof.
Omitted hereunder	well as distribute them at the site of the shareholders' meeting.
The notice and public announcement shall specify the reasons for convening the meeting; The notice may be effected by means of electronic transmission, after obtaining prior consent from the recipients thereof.
Omitted hereunder
Article 13
The first to the sixth paragraph are omitted. Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company.
When the stockholder meeting has board election item and the number of board candidates exceeds the number of seats to be elected, a resolution to remove directors, or a resolution stipulated in Articles 185 and 316 of the Company Act, Articles 18, 27, 29, and 35 of the Business Mergers and Acquisitions Act, or Articles 24, Paragraph 2, Subparagraph 1, and 26, Paragraph 2, Subparagraph 1 of the Financial Holding Company Act, the chairman should appoint a lawyer, accountant, or notary as scrutineers.
The person designated by the Chairman as stated in the preceding paragraph may not be responsible for matters related to the voting procedure, nor may be the director, manager, or employee of the company or its related company.
The scrutineers shall supervise the voting	Article 13
The first to the sixth paragraph are omitted. Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company.
Omitted hereunder	Amend in accordance to the guidance from local regulation, refer to listing rules of Malaysia and Singapore.

Amended Provisions	Existing Provisions	Descriptions
and counting process and sign the election results sheet.
If a scrutineer is appointed in accordance with article 8, the minutes of the shareholders' meeting shall state the name and title of the scrutineer.
Omitted hereunder

Appendix I. Procedure for Acquiring and Disposing Assets

Bora Pharmaceuticals Co., Ltd.

Procedure for Acquiring and Disposing Assets
(Before Amendment)

Article 1 Purpose

To ensure investment and information disclosure, the Company’s acquisition or disposal of assets shall be made in accordance with this Procedure.

Article 2 In Accordance With

This Procedure is formulated in accordance with Article 36 Paragraph 1 of Securities Exchange Act and Regulation Governing the Acquisition and Disposal of Assets by Public Companies. If there are other guidance from financial related regulation, such regulation shall prevail.

Article 3

“Assets” used herein means:

Securities investments (including equities, bonds, corporate bonds, bank indentures, security interest in funds, depository receipts, warrants, beneficiary securities, asset based securities, and short term investment.);
Real estate (including lands, plants and buildings, investment property and inventory for construction industry) and equipment;
Memberships;
Patents, copyrights, trademarks, franchise rights as intangible assets;
Right-of-use assets;
Claims from financial institution (including receivable, discounting on foreign exchange purchase, loan, and overdue receivable).
Derivatives products;
Assets that are acquired or disposed through mergers, spin-offs, acquisitions or share transfers
Other major assets.

Article 4

Terms in this Procedure is defined as follows:

The term “derivatives” as used herein refers to forward contracts, options contracts, futures contracts, leverage contracts, or swap contracts, which have the value derived from the specified interest rate, financial instrument price,

commodity price, foreign exchange rate, index of prices or rates, credit rating or credit index, other variables; or hybrid contracts combining the above contracts; or hybrid contracts or structured products embedded derivatives. The term "forward contracts" does not include insurance contracts, performance contracts, after-sales service contracts, long-term leasing contracts, or long-term purchase (sales) contracts.

The term "assets acquired or disposed through mergers, demergers, acquisitions, or transfer of shares in accordance with acts of law" as used herein are the ones acquired or disposed through mergers, demergers, or acquisitions conducted under the Business Mergers and Acquisitions Act, other acts, or to transfer of shares through issuance of new shares of its own as the consideration therefor (hereinafter "transfer of shares") under Article 156-3 of the Company Act.
"Related Parties" and "Subsidiaries" used herein mean those companies satisfying the relevant standards stipulated in the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
The term "professional appraiser" as used herein refers to a real property appraiser or other person duly authorized by an act of law to engage in the value appraisal of real property or equipment.
The term "date of occurrence" as used herein refers to the date of contract signing, date of payment, date of consignment trade, date of transfer, dates of Boards of Directors resolutions, or other date that can confirm the counterpart and monetary amount of the transaction, whichever date is earlier. For investment for which approval from the local regulation is required, the earlier of the above date or the date of receipt of approval from the local regulation shall apply.
The term "Mainland area investment" as used herein refers to investments in China approved by the Ministry of Economic Affairs Investment Commission or conducted in accordance with the provisions of the Regulations Governing Permission for Investment or Technical Cooperation in the Mainland Area.
"Latest Financial Statements" used herein means the financial statements of the Company audited or reviewed by a certified public accountant which has been disclosed in accordance with applicable regulation before the subject acquisition or disposal of assets.
The term "10 percent of total assets" as used herein refers to total assets stated in the most recent standalone or individual financial report prepared under the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
When the stock has no par value or its par value is not NT $10, the transaction amount of 20% paid in capital shall be calculated based on the 10% equity attributed to the parent company. For transaction that the amount of paid in capital

reach NT $10 billion, the equity attributed to the parent company shall be calculated as NT $20 billion.

The term “Investment Professionals” as used herein refer to financial holding companies, banks, insurance companies, bill finance companies, trust companies, securities companies that operate dealing and underwriting business, future companies that operate dealing business, securities investment trust companies, securities investment consulting companies, and fund management companies.
Stock Exchange: for domestic stock exchange, it refers to Taiwan Stock Exchange Corporation. For foreign stock exchange, it refers to any organization that operates stock exchange and is governed by local regulation.
The domestic over-the-counter (“OTC”) venue refers to a venue for OTC trading specifically provided by a securities firm in accordance with the “Regulations Governing Securities Trading on the Taipei Exchange”; "Foreign OTC Venue" refers to a venue at a financial institution that is regulated by the foreign competent authority and that is permitted to conduct securities business.

Article 5 Evaluating procedure

The acquisition or disposal of securities that are not traded on the centralized security exchange market or through securities firm shall consider its net value per share, profitability, future development potential, market interest rate, bond coupon rate, debtor’s credit and current transaction price.
The acquisition or disposal of securities that are traded on the centralized exchange market or through securities firm shall be determined according to the current price of equity or bonds.
The acquisition or disposal of asset other than assets listed in the above two paragraph shall be done in price inquiry, price comparison, price negotiation, or open tender. Assessed present value, evaluated present value, and the actual transaction price of the adjacent real estate shall be considered. When public announcement is needed to follow this Procedure, the appraisal report issued by the professional appraiser shall be refer to.

Article 6 Procedure for acquisition or disposal of asset

The responsible department shall evaluate the reason, underlying asset, transaction party, price, payment term and price when acquiring or disposing assets, and send to the responsible department for approval. Relevant items shall follow the Company’s internal control procedure and this Procedure.

The responsible department for the Company’s long and short term security investment is finance department. Responsible department for property, plant, and equipment is administrative department. Acquisition or disposal of asset is approved after evaluation from the responsible department.
For acquiring or disposing asset related procedure, the Company’s internal control guideline, regulation and this Procedure shall be followed. If the manager or in charge violates this Procedure and cause material damage to the Company, the Company will impose sanction in accordance with related personnel regulation.

Article 7 Authorization

For acquisition or disposal of long and short term securities, the responsible department shall execution the transaction after the trading purpose, reference for the transaction price, and transaction method is approved. When the cumulative yearly transaction amount is below NT 150 million, it shall be approved by the chairman. When the cumulative yearly transaction amount is over NT 150 million, it shall be approved by the Board of Director.
For acquisition or disposal of property and its right of use property, equipment and its right of use equipment, intangible asset (patent right, copyright, trademark, franchise, etc) and acquisition and disposal of other investment (excluding derivative product), the responsible department shall execution the transaction after the trading purpose, reference for the transaction price, and transaction method is approved. When the cumulative yearly transaction amount is not exceeding NT 100 million, it shall be approved by the general manager. When the cumulative yearly transaction amount is exceeding NT 100 million but not exceeding NT 200 million, it shall be approved by the Chairman. When the cumulative yearly transaction amount is exceeding NT 200 million, it shall be approved by the Board of Directors.
If the Company has set up the audit committee in accordance with the Security and Exchange Act, the audit committee shall approve and send to Board of Director for resolution when material acquisition or disposal of asset happens.

Article 8 Investment scope and amount

The Company and its subsidiary may purchase real property that is not for operating purpose, right-of-use asset or securities, the purchasing limit is as follows:

For real property that is not for operating purpose, right-of-use asset, the purchasing limit cannot exceed the Company’s 200% net worth. For subsidiary, the purchasing limit cannot exceed the subsidiary’s 200% net worth.

For long term investment securities, the purchasing limit cannot exceed the Company’s 400% net worth. For subsidiary, the purchasing limit cannot exceed the subsidiary’s 200% net worth.
For short term investment securities, the purchasing limit cannot exceed the Company’s 80% net worth. For individual securities, the purchasing limit cannot exceed the Company’s 40% net worth. For subsidiary, the purchasing limit cannot exceed the subsidiary’s 40% net worth.

Article 9 Public Disclosure

The Company shall report and publicly disclose the following acquisition or disposal of assets in accordance with the relevant regulations within two days to the Financial Supervisory Commission on the designated website commencing immediately from the Date of the Event:

The acquisition or disposal of real estate or related right-of-use assets from or to a related party, or acquisition or disposal of assets other than real estate or related right-of-use assets from or to a related party where the transaction amount reaches 20% of the Company’s paid-in capital, 10% of the Company’s total assets, or NT$300 million; provided, this shall not apply to buying or selling of domestic government bonds or bonds under repurchase and resale agreements, nor to subscription or redemption of money market funds issued by domestic securities investment trusts;
Mergers, spin-offs, acquisitions or shares transfer;
The acquisition or disposal of other assets where the transaction amount reaches 20% of the Company’s paid-in capital or exceeds NT$300 million.
When acquiring or disposing of real estate or related right-of-use assets with non-related party and the transaction amount reaches the following:

a. For public company with paid in capital of less than NT $10 billion, the transaction amount reaches NT $0.5 billion.

b. For public company with paid in capital of more than NT $10 billion, the transaction amount reaches NT $1 billion.

The acquisition or disposal of real estate or related right-of-use assets for the construction company and when the transaction party is not a related party, when the transaction amount reaches NT $0.5 billion with paid in capital of more than NT $10 billion. When disposing the property that is owned constructed with non related party, the transaction amount reaches NT $1 billion.
Acquisition of real estate by way of contracting third parties to construct on land owned or leased by the Company, distribution of building under joint construction project, distribution of profit under joint construction project, or selling building

under joint construction project with non-related parties, and the amount of transaction not exceeding NT$ 500 million (based on the amount the Company intends to contribute).

Except for the asset transaction from the preceding 6 paragraph, disposing creditor right for the financial institution, or investment in mainland China, the transaction amount reach 20% of the Company’s paid-in capital or NT$ 300 million. However, The following situations shall not be subject to the above reporting/disclosure requirements:

a. Buying or selling domestic government bonds or foreign government bond that its credit rating that is not lower our sovereign credit rating;

b. Buying or selling bonds and foreign government bonds under repurchase and resale agreements, or subscribing or redeeming money market funds issued by domestic securities investment trusts;

c. Acquisition or disposal of bonds with buy-back and sell-back clause, purchase and buy-back of money market funds issued by domestic trust company

The “transaction amount” referred to above shall be calculated as follows:

The amount of each single transaction for acquisition or disposal of assets;
The cumulative amount of several transactions with the same party for the acquisition or disposal of the same kind of assets within one year;
The cumulative amount for acquisition or disposal (acquisition and disposal shall be accumulated separately) of real estate or related right-of-use assets under the same development project within one year;
the cumulative amount for acquisition or disposal (acquisition and disposal shall be accumulated separately) of the same security within one year.

“Within one year” as used in the preceding paragraph refers to one year preceding the Date of the Event of the subject acquisition or disposal of assets. Transactions that have been previously disclosed in accordance with the Procedures shall be excluded.

The Company acquiring or disposing of assets shall keep all relevant contracts, meeting minutes, log books, appraisal reports and CPA, attorney, and securities underwriter opinions at the Company headquarters, where they shall be retained for five years except where another act provides otherwise.

Article 10

After the Company publicly announced and reported in accordance with the previous article, a public report of relevant information shall be made on the information

reporting website designated by the competent authorities within two days from the date of occurrence of such event:

Change, termination, or rescission of a contract signed in regard to the original transaction.
The merger, demerger, acquisition, or transfer of shares is not completed by the scheduled date set forth in the contract.
Change to the originally publicly announced and reported information.

Article 11

In acquiring or disposing real property, equipment, or right-of-use assets thereof where the transaction amount reaches 20% of the Company's paid-in capital or NT$300 million or more, unless transacting is engaged with a domestic government agency, for others to build on its own land, for others to build on rented land, or acquiring or disposing of business equipment or right-of-use assets thereof, an appraisal report prior to the date of occurrence of the event from a professional appraiser shall be obtained and follow the below guidance:

Where special circumstances happen and a limited price, specified price, or special price is necessary as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the Board of Directors, and the same procedure shall be followed whenever there is any subsequent change to the terms and conditions of the transaction.
Where the transaction amount is NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained.
Where any one of the following circumstances applies with respect to the professional appraiser's appraisal results, unless all the appraisal results for the assets to be acquired are higher than the transaction amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a CPA shall be engaged to perform the appraisal in accordance with the provisions of Statement of Auditing Standards No. 20 published by the ROC Accounting Research and Development Foundation ("ARDF") and render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price:

(1) The discrepancy between the appraisal result and the transaction amount is 20% or more of the transaction amount.
(2) The discrepancy between the appraisal results of two or more professional appraisers is 10% or more of the transaction amount.

No more than 3 months may elapse between the date of the appraisal report issued by a professional appraiser and the contract execution date; provided, where the

publicly announced current value for the same period is used and not more than 6 months have elapsed, an opinion may still be issued by the original professional appraiser

Article 12

When the Company acquiring or disposing security, the most recent financial statement audited and reviewed by a certified public accountant of the underlying company shall be obtained for reference.

For the acquisition or disposition of the securities with a transaction amount reaching or exceed 20% of the Company’s paid-in capital or NT$300 million, the Company shall also engage a certified public accountant prior to the date of occurrence of the event to render an opinion regarding the reasonableness of the transaction price in accordance with Auditing Standard No. 20 issued by Accounting Research and Development Foundation. This requirement does not apply, however, to publicly quoted prices of securities that have an active market, or where otherwise provided by regulations of the competent authorities.

Article 13

For the acquisition or disposition of the intangible asset, right-of-use assets, or membership with a transaction amount reaching or exceed 20% of the Company’s paid-in capital or NT$300 million, the Company shall also engage a certified public accountant prior to the date of occurrence of the event to render an opinion regarding the reasonableness of the transaction price in accordance with Auditing Standard No. 20 issued by Accounting Research and Development Foundation. This requirement does not apply, however, to publicly quoted prices of securities that have an active market, or where otherwise provided by regulations of the competent authorities.

Article 13-1

The calculation of the transaction amounts referred to in the preceding 3 paragraph shall follow Article 9, Paragraph 2. "Within the receding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items for which an appraisal report from a professional appraiser or a CPA's opinion has been obtained need not be counted toward the transaction amount.

Article 14

For the assets acquired or disposed through the court auction procedure, the Company may use the certificate documents issued by the court to replace the appraisal report or CPA's opinions

Article 15

The professional appraisers, certified public accounts, attorneys, and securities underwriters that provide appraisal reports to the Company shall meet the following requirements:

May not have previously received a final and un-appealable sentence to imprisonment for one year or longer for a violation of the Securities and Exchange Act, the Company Act, The Banking Act of The Republic of China, the Insurance Act, the Financial Holding Company Act, or the Business Entity Accounting Act, or for fraud, breach of trust, embezzlement, forgery, or occupational crime. However, this provision does not apply if 3 years have already passed since completion of service of the sentence, such expiration of the period of a suspended sentence, or a pardon was received.
May not be a related party or de facto related party of any party to the transaction.
If the company is required to obtain appraisal reports from two or more professional appraisers, the different professional appraisers or appraisal officers not be related parties or de facto related parties of each other.

When issuing the appraisal report or opinion, the personnel referred to in the preceding paragraph shall comply with the following:

Before accepting the case appointment, the personnel shall prudently assess and evaluate their own professional capabilities, practical experience, and independence.
When examining a case, the personnel shall appropriately plan and execute adequate working procedures in order to produce a conclusion and use the conclusion as the basis for issuing the report or opinion. The related working procedures, data collected, and conclusion shall be fully and accurately specified in the case working papers.
The personnel shall undertake an item-by-item evaluation of the comprehensiveness, accuracy, and reasonableness of the sources of data used, the used parameters, and the used information as the basis for issuance of the appraisal report or the opinion.
The personnel shall issue a statement and the content of the statement shall include stating the professional competence and independence of the personnel who prepared the report or opinion, and stating that they have evaluated and found that the information used is reasonable and accurate, and that they have complied with applicable laws and regulations.

Article 16

When Company engages in any acquisition or disposal of assets from or to a related party, in addition to ensuring that the necessary resolutions are adopted and the reasonableness of the transaction terms is appraised are required. When the transaction amount reaches 10% or more of the Company's total assets, the Company shall also obtain an appraisal report from a professional appraiser or a CPA's opinion in compliance with this Procedure.

The calculation of the above transaction amount shall follow Article 13-1.

When evaluating if the counterparty is a related party, both of it legal form and substantive relationship has to be considered.

Article 17

When the Company intends to acquire or dispose of real property or right-of-use assets from or to a related party, or when it intends to acquire or dispose of assets other than real property or right-of-use assets from or to a related party and the transaction amount reaches 20% or more of paid-in capital, 10% or more of the Company's total assets, or NT$300 million or more, except for trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises, the Company may not proceed to enter into a transaction contract or make a payment until the following matters have been agreed by the audit committee and approved by the Board of Directors.

The purpose, necessity and anticipated benefit of the acquisition or disposal of assets.
The reason for choosing the related party as a trading counterparty.
With respect to the acquisition of real property or right-of-use assets thereof from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms
The date and price at which the related party originally acquired the real property, the original trading counterparty, and that trading counterparty's relationship to the Company and the related party.
Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds utilization.
An appraisal report from a professional appraiser or a CPA's opinion.
Restrictive covenants and other important stipulations associated with the transaction.

The calculation of the transaction amounts referred to above in this Paragraph shall be made in accordance with Article 9, Paragraph 2, and "within the preceding year" as

used herein refers to the year preceding the date of occurrence of the current transaction. Items that have been agreed by the audit committee and approved by the Board of Directors need not be counted toward the transaction amount.

With respect to the types of transactions listed below, when the transaction is being conducted by the Company, its subsidiary, or subsidiary in which the Company directly or indirectly own one hundred percent of the issued shares or authorized capital, the Company's Board of Directors may, pursuant to Article 7, Paragraph 2, delegate the chairman to decide such matters when the transaction is within a certain amount and have the decisions subsequently submitted to and ratified by the next board of directors meeting:

Acquisition or disposal of equipment or right-of-use assets thereof held for business use.
Acquisition or disposal of real property right-of-use assets held for business use.

During the Board discussion in accordance to paragraph 1, each Independent Director’s opinion shall be fully taken into consideration. If any Independent Director has any dissenting opinions or makes any reservation, they shall be recorded in the minutes of the meeting of the Board of Directors.

For Audit Committee’s resolution item in paragraph 1, it shall be agreed by no less than half of all audit committee members and approved by the Board of Directors, and enter into force after the approval of resolution by the Shareholders Meeting, in accordance to Article 30 Paragraph 4 to 5.

Article 18

When acquiring real property or right-of-use assets from a related party, below procedure shall be used to evaluate the reasonableness of the transaction costs.

Based upon the related party's transaction price plus necessary interest on funding and the costs to be duly borne by the buyer. "Necessary interest on funding" is imputed as the weighted average interest rate on borrowing in the year the Company purchases the property; provided, it may not be higher than the maximum non-financial industry lending rate announced by the Ministry of Finance.
Total loan value appraisal from a financial institution where the related party has previously created a mortgage on the property as security for a loan; provided, the actual cumulative amount loaned by the financial institution shall have been 70% or more of the financial institution's appraised loan value of the property and the period of the loan shall have been one year or more. However, this shall not apply where the financial institution is a related party of one of the trading counterparties. Where land and structures thereupon are combined as a single property purchased or leased in one transaction, the transaction costs for the land and the structures may be

separately appraised in accordance with either of the means listed below.

When acquiring real property or right-of-use assets thereof from a related party and appraises the cost of the real property or right-of-use assets thereof in accordance with the preceding paragraph shall also engage a CPA to check the appraisal and render a specific opinion.

When acquiring real property or right-of-use assets thereof from a related party, Article 17 shall be followed when the below condition exist and the above three paragraph shall not be applicable.

The related party acquired the real property or right-of-use assets thereof through inheritance or as a gift.
More than five years have elapsed from the time the related party signed the contract to obtain the real property or right-of-use assets thereof to the signing date for the current transaction.
The real property is acquired through signing of a joint development contract with the related party, or through engaging a related party to build real property, either on the company's owned or rented land.
The real property right-of-use assets for business use are acquired by the Company with its parent or its subsidiaries, or by the Company's subsidiaries in which the Company directly or indirectly holds one hundred percent of the issued shares or authorized capital.

Article 19

In the case that the transaction price of the real property or right-of-use assets thereof acquiring from a related party is higher than the result of the assessment made according to paragraph 1 and 2 of the preceding article, Article 20 of this Procedure shall be followed. However, where the following circumstances exist, objective evidence has been submitted and specific opinions on reasonableness have been obtained from a professional real property appraiser and a CPA have been obtained, this restriction shall not be applied:

Where the related party acquired undeveloped land or leased land for development, it may submit proof of compliance with one of the following conditions:

(1) Where undeveloped land is appraised in accordance with above procedure, and structures are appraised according to the related party's construction cost plus reasonable construction profit, and the aggregate appraised value of such land and structures is in excess of the actual transaction price. The "Reasonable construction profit" shall be deemed the average gross operating profit margin of the related party's construction division over the most recent three years or the gross profit margin for the construction industry for the most recent period as

announced by the Ministry of Finance, whichever is lower.

(2) Completed unrelated-party transactions within the preceding year involving other floors of the same property or properties in the neighboring area, where the land area and transaction terms are similar after calculation of reasonable price discrepancies in floor or area land prices in accordance with standard property market sales or leasing practices.

Acquiring real property, or obtaining real property right-of use assets through leasing, from a related party provides evidence that the terms of the transaction are similar to the terms of completed unrelated-party transactions involving properties of a similar size in the neighboring area within the preceding year.

Completed transactions involving properties in the neighboring area in principle refers to properties located on the same or an adjacent block and within a distance of no more than 500 meters or parcels close in publicly announced current value; transaction involving similarly sized parcels in principle refers to transactions completed by unrelated parties for parcels with a land area of no less than 50% of the property in the planned transaction; within one year refers to one year from the actual date of acquisition of the real property or obtainment of the right-use-assets thereof.

Article 20

Acquiring real property or right-use-assets from a related party and the results of appraisals conducted in accordance with the preceding 2 Article are uniformly lower than the transaction price, the following steps shall be taken:

A special reserve shall be set aside against the difference between the real property or right-use-assets thereof transaction price and the appraised cost, and may not be distributed or used for capital increase or issuance of bonus shares. When the investor is a public company and use equity method to evaluate the investment, the investor shall set aside a special reserve proportionally to the shares it owned.
The supervisor shall comply with the provisions of Article 218 of the Company Act. When the company has set up the audit committee, the preceding paragraph shall apply to independent director members of the audit committee.
The processing status of preceding two paragraph shall be reported to a shareholders meeting, and the details of the transaction shall be disclosed in the annual report and any investment prospectus.

If the company has set aside the special surplus reserve in accordance with the provisions of the preceding paragraph, the assets purchased or leased at a higher price should be recognized as a loss in value or disposed of or terminated, or to be properly compensated or restored to the original state, or if there is other evidence to determine

that it is not unreasonable, The special surplus reserve may only be used with the approval of the Financial Supervisory Commission.

When the Company acquire real property or right-use-assets from the related party and there is evidence of non-regular business practice, the preceding two paragraph shall be followed.

Article 21

When the Company engages in derivative financial products, the Company’s “Procedure for Engaging in Financial Derivative Transaction” shall be followed. Risk management and audit item shall be take care to ensure internal control is followed.

Article 22

At the same time, prior to convening the board of directors meeting to resolve on the matter, the Company shall engage a CPA, attorney, or securities underwriter to give an opinion on the reasonableness of the share exchange ratio, acquisition price, or distribution of cash or other property to shareholders, and submit it to the board of directors for deliberation and passage. However, the requirement of obtaining the aforesaid expert opinion on reasonableness may be exempted in the case of a merger by the Company of a subsidiary in which it directly or indirectly holds 100 percent of the total issued shares or capital amount, and in the case of a merger between subsidiaries in which the Company directly or indirectly holds 100 percent of the respective subsidiary’s total issued shares or capital amount.

The Company shall prepare a public report to shareholders detailing important contractual content and matters relevant to the merger, demerger, or acquisition prior to the shareholders meeting and include it along with the expert opinion when sending shareholders notification of the shareholders meeting for reference in deciding whether to approve the merger, demerger, or acquisition. Provided, where a provision of another act exempts a company from convening a shareholders meeting to approve the merger, demerger, or acquisition, this restriction shall not apply.

Where the shareholders meeting of any one of the companies participating in a merger, demerger, or acquisition fails to convene or pass a resolution due to lack of a quorum, insufficient votes, or other legal restriction, or the proposal is rejected by the shareholders meeting, the companies participating in the merger, demerger or acquisition shall immediately publicly explain the reason, the follow-up measures, and the preliminary date of the next shareholders meeting.

For public company to merge a subsidiary in which it directly or indirectly holds 100 percent of the total issued shares or capital amount, and in the case of a merger

between subsidiaries in which the Company directly or indirectly holds 100 percent of the respective subsidiary’s total issued shares or capital amount, the aforesaid expert opinion on reasonableness may be exempted.

Article 23

Unless the stipulated by other laws or special factors pre-approved by the Financial Supervisory Commission, the Company shall hold the Board of Director and Stockholder Meeting in one day to resolve on merger, demerger and acquisition related matter.

Unless the stipulated by other laws or special factors pre-approved by the Financial Supervisory Commission, the participating Company shall hold the Board of Director on the same day.

When the Company participates in a merger, demerger, acquisition, or transfer of another company's shares, the below information shall be documented for written record and keep for 5 years for audit.

Basic identification data for personnel:
Including the occupational titles, names, and national ID numbers (or passport numbers in the case of foreign nationals) of all persons involved in the planning or implementation of any merger, demerger, acquisition, or transfer of another company's shares prior to disclosure of the information.
Dates of material events:
Including the signing of any letter of intent or memorandum of understanding, the hiring of a financial or legal advisor, the execution of a contract, and the convening of a Board of Directors meeting.
Important documents and minutes:
Including merger, demerger, acquisition, and share transfer plans, any letter of intent or memorandum of understanding, material contracts, and minutes of Board of Directors meetings.

Within 2 days commencing immediately from the date of passage of a resolution by the Board of Directors, the Company shall report the information from preceding paragraph 1 and paragraph 2 to Financial Supervisory Commission through prescribe Internet format.

When participating in a merger, demerger, acquisition, or transfer of another

company's shares, a company that is listed on an exchange or has its shares traded on an OTC market shall, within 2 days commencing immediately from the date of passage of a resolution by the Board of Directors, report (in the prescribed format and via the Internet-based information system) the information set out in Paragraph 2, Sub-paragraph 7, Items a & b of this Article to the competent authorities for recordation.

Where any of the companies participating in a merger, demerger, acquisition, or transfer of another company's shares is neither listed on an exchange nor has its shares traded on an OTC market, the Company shall sign an agreement with it and follow paragraph 3 and 4.

Article 24

When the Company engages in the merger, demerger, acquisition or transfer of shares, share exchange ratio and acquisition price shall not be changed unless the following items happens. The merger, demerger, acquisition or transfer of shares contract shall document the change in condition:

Cash capital increase, issuance of convertible corporate bonds, or the issuance of bonus shares, issuance of corporate bonds with warrants, preferred shares with warrants, stock warrants, or other equity based securities.
An action, such as a disposal of major assets that affects the company's financial operations.
An event, such as a major disaster or major change in technology that affects shareholder equity or share price.
An adjustment where any of the companies participating in the merger, demerger, acquisition, or transfer of shares from another company buys back treasury stock.
An increase or decrease in the number of entities or companies participating in the merger, demerger, acquisition, or transfer of shares.
Other terms or conditions that the contract stipulates may be altered and that have been publicly disclosed.

Article 25

Every person participating in or privy to the plan for merger, demerger, acquisition, or transfer of shares shall issue a written undertaking of confidentiality and may not disclose the content of the plan prior to public disclosure of the information and may not trade, in their own name or under the name of another person, in any stock or other equity security of any company related to the plan for merger, demerger, acquisition, or transfer of shares.

Article 26

When the Company engages in the merger, demerger, acquisition or transfer of shares, the contract should document the participating companies’ rights and obligation. The following item shall also be documented:

Handling of breach of contract.
Principles for the handling of equity-type securities previously issued or treasury stock previously bought back by any company that is extinguished in a merger or that is demerged.
The amount of treasury stock participating companies are permitted under law to buy back after the record date of calculation of the share exchange ratio, and the principles for handling thereof.
The manner of handling changes in the number of participating entities or companies.
Preliminary progress schedule for plan execution, and anticipated completion date.
Scheduled date for convening the legally mandated shareholders meeting if the plan exceeds the deadline without completion, and relevant procedures.

Article 27

After public disclosure of the information on merger, demerger, acquisition, or transfer of shares, if any participating company intends further to carry out a merger, demerger, acquisition, or share transfer with another company, all of the participating companies shall carry out a new the procedures or legal actions that had originally been completed toward the merger, demerger, acquisition, or share transfer; except that where the number of participating companies is decreased and a participating company's shareholders meeting has adopted a resolution authorizing the board of directors to alter the limits of authority, such participating company may be exempted from calling another shareholders meeting to resolve on the matter.

Article 28 Guidance on acquiring and disposing assets for subsidiary

The subsidiary shall formulate and execute “Procedure for Acquiring and Disposing Assets” in accordance with the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies”.
If any subsidiary of the Company is not an ROC public company, the Company shall announce and report on behalf of such subsidiary any matter that such subsidiary meets the public announcement criteria issued by “Regulations Governing the Acquisition and Disposal of Assets by Public Companies”.

When the public announcement criteria for paid-in capital and total assets mentioned on article 9, paragraph 1 applies to the subsidiary. It shall mean the Company’s paid-in capital and total assets.

Article 29 Financial statement disclosure item

When the Company acquires or disposes assets which meets the public announcement criteria mentioned on article 9 and the transaction party is a related party, the Company shall disclose the public announcement on the footnote of the financial statement and send to the Shareholders Meeting for approval of resolution.

Article 30. Implementation and revision

The Procedure shall be agreed by no less than half of all audit committee members and approved by the Board of Directors, and enter into force after the approval of resolution by the Shareholders Meeting. If any Director has any dissenting opinions or makes any reservation, they shall be recorded and send to Audit Committee for further discussion.

When the Procedure is submitted to the Board of Directors for discussion in accordance with the Provision herein, each Independent Director’s opinion shall be fully taken into consideration. If any Independent Director has any dissenting opinions or makes any reservation, they shall be recorded in the minutes of the meeting of the Board of Directors.

When the Company formulate or amend this Procedure, it shall be agreed by no less than half of all audit committee members, and approval of resolution by the Board of Director and Shareholder Meeting.

If approval by no less than half of the audit committee member is not obtained in accordance with the foregoing provisions, the approval of two-thirds of all the Directors shall be obtained instead. In this case, the resolution made by the audit committee members shall be stated in the minutes of the meeting of the Board of Directors.

The calculation of the number of the abovementioned audit committee members and Directors is based on those who at the time take office.

Article 31

The procedure was formulated on May 14, 2014.

The first amendment was made on August 25, 2014; the second amendment was made on April 9, 2015; the third amendment is made on June 20, 2017; the fourth amendment was made on February 5, 2018; the fifth amendment was made on June 11, 2019; the sixth amendments was made on May 24, 2022; and the seventh amendments was made on June 6, 2023; and the eighth amendments was made on May 27, 2024.

Appendix II. Procedure for Shareholders Meetings

Bora Pharmaceuticals Co., Ltd. Procedure for Shareholders Meetings (Before Amendment)

Article 1

To establish a strong governance system and sound supervisory capabilities for the Company's shareholders meetings and to strengthen management capabilities, these Rules are adopted pursuant to Article 5 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.

Article 2

The rules of procedures for the Company's shareholders meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.

Article 3

Unless otherwise provided by law or regulation, the Company's shareholders meetings shall be convened by the board of directors.

When the Company hold a virtual shareholders meeting, unless the Regulations Governing the Administration of Shareholder Services of Public Companies has other guideline, the Company bylaw should state it and approved by the board of directors. The virtual shareholders meeting should approve by the Board of Director’s resolution. Changes to how this Corporation convenes its shareholders meeting shall be resolved by the board of directors, and shall be made no later than mailing of the shareholders meeting notice.

The Company shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors, and upload them to the Market Observation Post System (MOPS) not later than 30 days before the date of a regular shareholders meeting or not later than 15 days before the date of a special shareholders meeting. The Company shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS not later than 21 days before the date of the regular shareholders meeting or not later than 15 days before the date of the special shareholders meeting. The Company shall, not later than 15 days before the date of the shareholders meeting, have prepared the shareholders meeting agenda and

supplemental meeting materials, and made them available for review by shareholders at any time, display them at the Company and the designated professional shareholder services agent, as well as distribute them at the site of the shareholders' meeting.

This Corporate shall make the meeting agenda and supplemental meeting materials in the preceding paragraph available to shareholders for review in the following manner on the date of the shareholders meeting:

For physical shareholders meetings, to be distributed on-site at the meeting.
For hybrid shareholders meetings, to be distributed on-site at the meeting and shared on the virtual meeting platform.
For virtual-only shareholders meetings, electronic files shall be shared on the virtual meeting platform.

The notice and public announcement shall specify the reasons for convening the meeting; The notice may be effected by means of electronic transmission, after obtaining prior consent from the recipients thereof.

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

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

A shareholder holding 1% or more of the total number of issued shares may submit to the Company a proposal for discussion at a regular shareholders meeting. The number of items so proposed is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. When the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda. A shareholder may propose a recommendation for urging the Company to promote public interests or fulfill its social responsibilities, provided procedurally the number of items so proposed is limited only to one in accordance with Article 172-1 of the Company

Act, and no proposal containing more than one item will be included in the meeting agenda.

Prior to the book closure date before a regular shareholders meeting is held, the Company shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.

A shareholder proposal is limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda; The shareholder making the proposal shall be present in person or by proxy at the regular shareholders meeting and take part in the discussion of the proposal.

Prior to the date for issuance of notice of a shareholders meeting, the Company shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders meeting, the board of directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.

Article 4

For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company and stating the scope of the proxy's authorization.

A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to the Company 5 days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail. However, this restriction does not apply when a declaration is made to cancel the previous proxy appointment.

After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the Company 2 days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.

If, after a proxy form is delivered to this Corporation, a shareholder wishes to attend the shareholders meeting online, a written notice of proxy cancellation shall be submitted to this Corporation two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.

Article 5

The venue for a shareholders meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.

The restrictions on the place of the meeting shall not apply when this Corporation convenes a virtual-only shareholders meeting.

Article 6

The Company shall specify in its shareholders meeting notices the time during which shareholder, solicitors and proxies (collectively "shareholders") attendance registrations will be accepted, the place to register for attendance, and other matters for attention.

The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences; the place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. For virtual shareholders meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as attend the shareholders meeting in person.

Shareholders shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. Solicitors soliciting proxy forms shall also bring identification documents for verification.

Attendance books shall be provided at the shareholders' meetings of the Company and shall be signed by the shareholders present. Alternatively, shareholders attending the meeting shall submit an attendance card for the purpose of signing in.

The Company shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials; Where there is an election of directors, pre-printed ballots shall also be furnished.

When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders' meeting. If a corporate shareholder is commissioned to attend a shareholders' meeting, the corporate shareholder may only designate one representative to attend the meeting.

In the event of a virtual shareholders meeting, shareholders wishing to attend the meeting online shall register with this Corporation two days before the meeting date.

In the event of a virtual shareholders meeting, this Corporation shall upload the meeting agenda book, annual report and other meeting materials to the virtual meeting platform

at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.

Article 6-1

To convene a virtual shareholders meeting, this Corporation shall include the follow particulars in the shareholders meeting notice:

How shareholders attend the virtual meeting and exercise their rights.
Actions to be taken if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events, at least covering the following particulars:

a. To what time the meeting is postponed or from what time the meeting will resume if the above obstruction continues and cannot be removed, and the date to which the meeting is postponed or on which the meeting will resume.
b. Shareholders not having registered to attend the affected virtual shareholders meeting shall not attend the postponed or resumed session.
c. In case of a hybrid shareholders meeting, when the virtual meeting cannot be continued, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue. The shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, and the shareholders attending the virtual meeting online shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.
d. Actions to be taken if the outcome of all proposals have been announced and extraordinary motion has not been carried out.

To convene a virtual-only shareholders meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online shall be specified.

Article 7

In case the chairman of the board of directors is on leave or absent or can not exercise his power and authority for any cause, the vice chairman shall act on his behalf. In case there is no vice chairman, or the vice chairman is also on leave or absent or unable to exercise his power and authority for any cause, the chairman of the board of directors shall designate one of the managing directors to act on his behalf. Where there are no

managing directors, shall designate one of the directors to act on his behalf. In the absence of such a designation, the managing directors or the directors shall elect from among themselves an acting chairman of the board of directors.

When a managing director or director serves as chair, as referred to in the preceding paragraph, the managing director or director shall be one who has held that position for six months or more and who understands the financial and business conditions of the Company. The same shall apply to representatives of corporate directors serving as chair.

It is advisable that shareholders meetings convened by the board of directors be chaired by the chairperson of the board in person and attended by a majority of the directors, at least one supervisor in person, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes.

If a shareholders meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.

The Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting in a non-voting capacity.

Article 8

The Company, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures.

The recorded materials of the preceding paragraph shall be retained for at least 1 year. If, however, a shareholder files a lawsuit based on Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.

This Corporation may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting in a non-voting capacity.

Article 9

Attendance at shareholders meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in, and the shares checked in on the virtual meeting platform, plus the number of shares whose voting rights are exercised by correspondence or electronically.

The chair shall call the meeting to order at the appointed meeting time and disclose information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned. In the event of a virtual shareholders meeting, this Corporation shall also declare the meeting adjourned at the virtual meeting platform.

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

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

Article 10

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

The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the board of directors. The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions),

except by a resolution of the shareholders meeting; If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.

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

Article 11

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

A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.

Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.

When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.

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

After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.

Where a virtual shareholders meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chair declaring the meeting open until the chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in paragraphs 1 to 5 do not apply.

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

Article 12

Voting at a shareholders' meeting shall be calculated based on the number of shares.

With respect to resolutions of shareholders meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.

When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the Company, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.

The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.

With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 3% of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.

Article 13

A shareholder shall be entitled to one vote for each share held; except when the shares are restricted shares or are deemed non-voting shares under Article 179 paragraph 2 of the Company Act.

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

A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company not later than two days before the date of the shareholders meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail. However, this does not apply when a declaration is made to cancel the earlier declaration of intent.

After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders meeting in person or online, a declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made, by the same means by which the voting rights were exercised, 2 business days before the date of the shareholders meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders' meeting, the voting rights exercised by the proxy in the meeting shall prevail.

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

A motion shall be deemed to be passed if no attending shareholder voices an objection following an inquiry by the chair, and its effect shall be the same as that of the voting; If there is an objection, the proposal shall be brought to a vote in accordance with the preceding paragraph.

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

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

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

When this Corporation convenes a virtual shareholders meeting, after the chair declares the meeting open, shareholders attending the meeting online shall cast votes on proposals and elections on the virtual meeting platform before the chair announces the voting session ends or will be deemed abstained from voting.

In the event of a virtual shareholders meeting, votes shall be counted at once after the

chair announces the voting session ends, and results of votes and elections shall be announced immediately.

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

When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the shareholders meeting online, except for extraordinary motions, they will not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal.

Article 14

The election of directors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected, and the names of directors not elected and number of votes they received.

The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitors and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit based on Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.

Article 15

Resolutions adopted at a shareholders' meeting shall be recorded in the minutes of the meeting, which shall be affixed with the signature or seal of the chair of the meeting and shall be distributed to all shareholders within 20 days after the close of the meeting. The preparation and distribution of the minutes may be effected by means of electronic transmission.

The meeting minutes of the preceding paragraph may be distributed by means of a public announcement made through the Market Observation Post System (MOPS).

The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors or supervisors. The minutes shall be retained for the duration of

the existence of this Corporation.

Where a virtual shareholders meeting is convened, in addition to the particulars to be included in the meeting minutes as described in the preceding paragraph, the start time and end time of the shareholders meeting, how the meeting is convened, the chair's and secretary's name, and actions to be taken in the event of disruption to the virtual meeting platform or participation in the meeting online due to natural disasters, accidents or other force majeure events, and how issues are dealt with shall also be included in the minutes.

When convening a virtual-only shareholder meeting, other than compliance with the requirements in the preceding paragraph, this Corporation shall specify in the meeting minutes alternative measures available to shareholders with difficulties in attending a virtual-only shareholders meeting online

Article 16

On the day of a shareholders meeting, the Company shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies, and shall make an express disclosure of the same at the place of the shareholders meeting. In the event a virtual shareholders meeting, this Corporation shall upload the above meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.

During this Corporation's virtual shareholders meeting, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the virtual meeting platform. The same shall apply whenever the total number of shares represented at the meeting and a new tally of votes is released during the meeting.

If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation regulations, the Company shall upload the content of such resolution to the MOPS within the prescribed time period.

Article 17

Staff handling administrative affairs of the shareholders' meeting shall wear identification badges or arm-bands.

The chair may direct the proctors or security guards to assist in maintaining order of the meeting venue. While maintaining order in the meeting, all proctors or security guards shall wear arm bands reading "Proctor."

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

When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.

Article 18

When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.

If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue.

A resolution may be adopted at a shareholders meeting to defer or resume the meeting within 5 days in accordance with Article 182 of the Company Act.

Article 19

In the event of a virtual shareholders meeting, this Corporation shall disclose real-time results of votes and election immediately after the end of the voting session on the virtual meeting platform according to the regulations, and this disclosure shall continue at least 15 minutes after the chair has announced the meeting adjourned.

Article 20

When this Corporation convenes a virtual-only shareholders meeting, both the chair and secretary shall be in the same location, and the chair shall declare the address of their location when the meeting is called to order.

Article 21

In the event of a virtual shareholders meeting, this Corporation may offer a simple connection test to shareholders prior to the meeting, and provide relevant real-time services before and during the meeting to help resolve communication technical issues. In the event of a virtual shareholders meeting, when declaring the meeting open, the chair shall also declare, unless under a circumstance where a meeting is not required to be postponed to or resumed at another time under Article 44-20, paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the virtual meeting platform or participation in the virtual meeting is

obstructed due to natural disasters, accidents or other force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply.

For a meeting to be postponed or resumed as described in the preceding paragraph, shareholders who have not registered to participate in the affected shareholders meeting online shall not attend the postponed or resumed session.

For a meeting to be postponed or resumed under the second paragraph, the number of shares represented by, and voting rights and election rights exercised by the shareholders who have registered to participate in the affected shareholders meeting and have successfully signed in the meeting, but do not attend the postpone or resumed session, at the affected shareholders meeting, shall be counted towards the total number of shares, number of voting rights and number of election rights represented at the postponed or resumed session.

During a postponed or resumed session of a shareholders meeting held under the second paragraph, no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced, or list of elected directors and supervisors.

When this Corporation convenes a hybrid shareholders meeting, and the virtual meeting cannot continue as described in second paragraph, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, still meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue, and not postponement or resumption thereof under the second paragraph is required.

Under the circumstances where a meeting should continue as in the preceding paragraph, the shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, provided these shareholders shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.

When postponing or resuming a meeting according to the second paragraph, this Corporation shall handle the preparatory work based on the date of the original shareholders meeting in accordance with the requirements listed under Article 44-20, paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies.

For dates or period set forth under Article 12, second half, and Article 13, paragraph 3 of Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and Article 44-5, paragraph 2, Article 44-15, and Article 44-17, paragraph 1 of the Regulations Governing the Administration of Shareholder Services

of Public Companies, this Corporations hall handle the matter based on the date of the shareholders meeting that is postponed or resumed under the second paragraph.

Article 22
When convening a virtual-only shareholders meeting, this Corporation shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online.

Article 23
These Rules, and any amendments hereto, shall be implemented after adoption by shareholders meetings.

Appendix III. Rules of Procedure for Director Election

Bora Pharmaceuticals Co., Ltd.

Rules of Procedure for Director Election

Article 1

To ensure a just, fair, and open election of directors, these Procedures are adopted pursuant to Articles 21 and 41 of the Corporate Governance Best-Practice Principles.

Article 2

Except as otherwise provided by law and regulation or by the Company's articles of incorporation, elections of directors shall be conducted in accordance with these Procedures.

Article 3

The overall composition of the board of directors shall be taken into consideration in the selection of the Corporation's directors. The composition of the board of directors shall be determined by taking diversity into consideration and formulating an appropriate policy on diversity based on the Company's business operations, operating dynamics, and development needs. It is advisable that the policy include, without being limited to, the following two general standards:

Basic requirements and values: Gender, age, nationality, and culture.
Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills, and industry experience.

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

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

More than half of the directors shall be persons who have neither a spousal relationship nor a relationship within the second degree of kinship with any other director.

The board of directors of the Company shall consider adjusting its composition based on the results of performance evaluation.

Article 4

The qualifications for the independent directors of the Company shall comply with Articles 2, 3, and 4 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.

The election of independent directors of this Corporation shall comply with Articles 5, 6, 7, 8, and 9 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, and shall be conducted in accordance with Article 24 of the Corporate Governance Best-Practice Principles.

Article 5

Elections of directors at the Company shall be conducted in accordance with the candidate nomination system and procedures set out in Article 192-1 of the Company Act.

When the number of directors falls below five due to the dismissal of a director for any reason, the Company shall hold a by-election to fill the vacancy at its next shareholders meeting. When the number of directors falls short by one third of the total number prescribed in the Company's articles of incorporation, this Corporation shall call a special shareholders meeting within 60 days from the date of occurrence to hold a by-election to fill the vacancies.

When the number of independent directors falls below that required under the proviso of Article 14-2, paragraph 1 of the Securities and Exchange Act, a by-election shall be held at the next shareholders meeting to fill the vacancy. When the independent directors are dismissed en masse, a special shareholders meeting shall be called within 60 days from the date of occurrence to hold a by-election to fill the vacancies.

Article 6

The cumulative voting method shall be used for election of the directors at the Company. Each share will have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates.

Article 7

The board of directors shall prepare separate ballots for directors in numbers corresponding to the directors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders meeting.

Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.

Article 8

The number of directors will be as specified in the Company’s articles of incorporation, with voting rights separately calculated for independent and non-independent director positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.

Article 9

Before the election begins, the chair shall appoint a number of persons with shareholder status to perform the respective duties of vote monitoring and counting personnel. The ballot boxes shall be prepared by the board of directors and publicly checked by the vote monitoring personnel before voting commences.

Article 10

A ballot is invalid under any of the following circumstances:

The ballot was not prepared by a person with the right to convene.
A blank ballot is placed in the ballot box.
The writing is unclear and indecipherable or has been altered.
The candidate whose name is entered in the ballot does not conform to the director candidate list.
The ballot include information other than the director name, ID and voting number.

Article 11

The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as directors and the numbers of votes with which they were elected, shall be announced by the chair on the site.

The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one

year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.

Article 12
The board of directors of this Corporation shall issue notifications to the persons elected as directors.

Article 13
These Procedures, and any amendments hereto, shall be implemented after approval by a shareholders meeting.

Appendix IV. Articles of Incorporation

Bora Pharmaceuticals Co., Ltd. Articles of Incorporation (Translation)

Chapter 1 General Provisions

Article 1: The Company shall be organized in accordance with the Company Act as a company limited by shares, and named as 保瑞藥業股份有限公司 in Chinese, and BORA PHARMACEUTICALS CO., LTD. in English.

Article 2: The scope of business of the Company shall be as follows:

C802041 Manufacture of Drugs and Medicines.
F108021 Wholesale of Drugs and Medicines.
F108031 Wholesale of Medical Devices.
F107070 Wholesale of Veterinary Drugs.
F113030 Wholesale of Precision Instruments.
F113060 Wholesale of Measuring Instruments.
F108040 Wholesale of Cosmetics.
F207070 Retail Sale of Veterinary Drugs.
F203010 Retail Sale of Food, Grocery and Beverage.
F401010 International Trade.
I102010 Investment Consulting.
I103060 Management Consulting.
H703100 Real Estate Leasing.
ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.

Article 3: The Company's total investment amount is not limited by "shall not exceed forty percent of the amount of its own paid-up capital" stipulated in Article 13 of the Company Act.

The Company, may due to operations or investment business requirements, make endorsements or guarantees for others, and the procedures shall be in accordance with the Company's Operational Procedures for Endorsements/Guarantees.

The Company shall not loan funds to any of its shareholders or any other person except under the circumstances specified in Article 15 of the

Company Act.

Article 4: The head office of the Company shall be set up in Taipei City, and branches may be set up in other appropriate places where necessary, and its setup, closure or change shall be approved by the board of directors.

Article 5: The Company’s public announcements method shall be in accordance with Article 28 of the Company Act.

Chapter 2 Shares

Article 6: The total authorized capital of the Company shall be NT$2,000,000,000 divided into 200,000,000 shares at NT$10 each. The board of directors is hereby authorized to issue the shares in installments where necessary, and some may be in the form of preferred shares.

NT$100,000,000 from the above authorized capital shall be reserved for issuance of employee share subscription warrants and new restricted employee shares, divided into 10,000,000 shares at NT$10 each. The board of directors is hereby authorized to issue the shares in installments by passing a resolution.

Article 6-1: The transferor where the Company repurchases shares from in accordance with the law, recipient of share subscription warrant and restricted stock for employees, and those with the right to subscribe new shares, may include employees of parents or subsidiaries of the Company meeting certain specific requirements, and the board of directors may be authorized to determine the requirements and distribution method.

Article 6-2: The rights and obligations of the Company’s preferred shares and other important terms of issue are as follows:

I. Dividend on preferred shares is capped at 8% per annum, calculated based on the issue price per share. Dividend is issued once per year in cash, upon ratification of the financial statements and profit distribution proposal during the annual shareholders’ meeting. The board of directors shall set the target date for the payment of the previous year’s dividend. Distribution of dividend on the issuance year and redemption year is calculated based on the actual number of days the preferred shares remained outstanding in that year. Issuance date is defined as the capital increase base date for the issuance of this preferred share.

II. The Company has discretionary power in the distribution of

dividend for preferred shares, and may not distribute preferred shares dividend upon resolution in a shareholders' meeting. If there are no earnings after closing the fiscal year or where a resolution not to distribute dividend is passed during the shareholders' meeting, the undistributed dividend will not be accumulated and deferred for payment in the years where there is surplus.

III. Preferred shareholders, apart from receiving dividend as stipulated in paragraph 1, shall not participate in the distribution of surplus and cash and capitalized amount from capital reserve for ordinary shares.

IV. Preferred shareholders take precedence over ordinary shareholders for the order of distribution of the Company's residual assets, and the order is the same for all shareholders of all kinds of preferred shares issued by the Company, second to general creditors. However, it shall not exceed the amount calculated based on the issue price of the preferred shares issued at the time of distribution.

V. Preferred shareholders have no voting right and voting power in the shareholders' meeting. However, they may be elected as directors, and have the voting rights in preferred shareholders' meetings and with respect to agendas that concern the rights and obligations of preferred shareholders in shareholders' meetings.

VI. Preferred shares shall not be converted to ordinary shares.

VII. Preferred shares have no maturity date, and holders of preferred shares have no right to request redemption of such shares by the Company. However, the Company may redeem the preferred shares entirely or partially at a date no earlier than the day following the fifth anniversary of the issuance date, based on the actual issue price. Preferred shares which are not redeemed retain the above-mentioned various rights and obligations of the issuance conditions. Should the Company decide to declare dividend for the redemption year, the distributable dividend as of the redemption date is calculated based on the actual number of days the shares remained outstanding in that year.

VIII. Capital reserve from preferred shares issued at premium, shall not be capitalized during the issuance period of the preferred shares.

IX. The board of directors is authorized to decide the name, issue date and specific terms of issue of preferred shares during the actual issuance, based on capital market condition and investors'

intentions, in accordance with the Company's Articles of Incorporation and relevant laws and regulations.

Article 7: The Company's shares are in the form of registered share certificates with serial number, and shall be signed or sealed by directors representing the Company, and duly certified or authenticated by the bank which is competent to certify shares under the laws before issuance thereof. The Company may be exempted from printing any share certificate for the shares issued but shall register with a centralized securities depository enterprise; The same applies for issuing other securities.

Issuance of shares as stipulated in the preceding paragraph, may base on the request of the centralized securities depository enterprise, be merged and issued in large denomination securities.

If there is a need to cancel the Company's publicly issued shares, a resolution may be passed during the shareholders' meeting. Shareholder services matters shall be handled in accordance with the Company Act, the Regulations Governing the Administration of Shareholder Services of Public Companies published by the competent authority, and other relevant laws and regulations.

Article 8: For transfer of shares, the transferor and transferee shall apply to the Company by completing the application form, and sign or seal; before the completion of the transfer, it shall not be set up as defense against the Company.

Changes to the records of shareholder register shall be suspended within 60 days prior to the convening date of a regular shareholders meeting, or within 30 days prior to the convening date of a special shareholders meeting, or within 5 days prior to the target date fixed by the Company for distribution of dividends, bonus or other benefits.

Chapter 3 Shareholders' meeting

Article 9: The Company's shareholders' meeting comprises the following two kinds:

I. Regular meeting is to be held at least once every year, and shall be convened within 6 months upon the close of the fiscal year, by the board of directors according to the law.

II. Special shareholders meeting may be convened where necessary

according to the laws and regulations. Meeting of preferred shareholders may be convened where necessary according to the relevant laws and regulations.

When the Company convene the shareholders meeting, it can be video conferencing or other ways announced by the local authority after obtaining a resolution of its board of directors.

Article 9-1: The chairman of the board of directors shall be the chair of the shareholders' meeting. In case the chairman of the board of directors is on leave or absent or cannot exercise his power and authority for any cause, the chairman of the board of directors shall designate one of the directors to act on his behalf. In the absence of such a designation, the directors shall elect from among themselves an acting chairman of the board of directors.

For a shareholders' meeting convened by any other person having the convening right, he/she shall act as the chairman of that meeting provided, however, that if there are two or more persons having the convening right, the chairman of the meeting shall be elected from among themselves.

Article 9-2: Shareholders shall be notified and a public announcement shall be made of the date, place and meeting agenda of regular shareholders meetings, no later than 30 days prior to the meeting date; and no later than 15 days prior to the date of special shareholders meeting. The notice may be effected by means of electronic transmission, after obtaining prior consent from the recipients thereof.

The notice set forth in the preceding paragraph to shareholders who own less than 1,000 shares may be given in the form of a public announcement.

Article 10: A shareholder who is unable to attend the shareholder's meeting may appoint a proxy to attend the meeting by providing the duly signed and sealed proxy form issued by the Company and stating the scope of the proxy's authorization.

In addition to the provision in the preceding paragraph, appointing a proxy for attendance by shareholder shall be handled in accordance with the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies published by the competent authority.

Article 11: A shareholder shall have one voting power in respect of each share held, except if the share is restricted under the circumstances as stipulated in

Article 179 of the Company Act or the Company issues preferred shares with no voting rights.

When the Company holds a shareholder meeting, it may adopt exercise of voting rights by electronic means or exercised by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice.

Article 12: Resolutions at a shareholders' meeting shall, unless otherwise provided for in the Company Act or the Articles of Incorporation, be adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares.

Article 12-1: Resolutions adopted at a shareholders' meeting shall be recorded in the minutes of the meeting, which shall be affixed with the signature or seal of the chair of the meeting and shall be distributed to all shareholders within 20 days after the close of the meeting. The minutes shall be kept persistently throughout the life of the Company.

The meeting minutes of the preceding paragraph may be distributed by means of a public announcement made through the Market Observation Post System (MOPS).

Chapter 4 Directors and Audit Committee

Article 13: The Company shall have 7 to 9 directors for a term of 3 years, and the election of directors adopt a candidate's nomination system in accordance with Article 192-1 of the Company Act. Directors shall be appointed from the director candidate list in the shareholders' meeting, and may be eligible for re-election.

The cumulative voting method shall be used for election of the directors in the Company. The number of votes exercisable in respect of one share shall be the same as the number of directors to be elected, and the total number of votes per share may be consolidated for election of one candidate or may be split for election of two or more candidates. A candidate to whom the ballots cast represent a prevailing number of votes shall be deemed a director elect.

Except for the provisions in Article 172 of the Company Act, the essential contents shall be explained in the notice of the reasons for convening the shareholders meeting.

The above directors shall include not less than 3 independent directors,

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and not less than one-third of the director seats shall be held by independent directors. Independent directors' professional qualification, shareholding, part-time restrictions, nomination and election methods, and other matters to be complied, shall be in accordance with the relevant laws and regulations by the competent securities authority.

The percentage of shareholdings of all the directors shall be in accordance with the regulations of the competent securities authority.

The Company may take out directors' liability insurance with respect to liabilities resulting from exercising their duties during their terms of occupancy.

Article 13-1: In accordance with Article 14-4 of the Securities and Exchange Act, the Company shall appoint an audit committee, composed of the entire number of independent directors, to perform duties in compliance with the Company Act, the Securities and Exchange Act and other laws and regulations that stipulate the duties of supervisors.

Audit committee members, exercise of powers and other matters to be complied with, shall be handled in accordance with the relevant laws and regulations, and the audit committee charter shall be prepared by the board of directors.

Article 13-2: The board of directors is formed by the directors, and its duties and authority are as follows:

I. Prepare business plan.
II. Submit surplus earning distribution or loss off-setting proposal
III. Submit capital increase or reduction proposal.
IV. Formulate important rules and Company's organizational rules.
V. Appoint and dismiss the Company's general manager and managers.
VI. Set up or abolish branches.
VII. Prepare budget and final accounts.
VIII. Other duties and authority in accordance with the Company Act or empowered by resolution of shareholders' meeting.

Article 13-3: The Company may establish a remuneration committee or other functional committees according to the law or business needs.

Article 14: The directors shall constitute the board of directors, and a chairman of the board directors shall be elected from among the directors by a majority vote at a meeting attended by over two-thirds of the directors. The chairman of the board of directors shall externally represent the Company.

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Article 14-1: Except as otherwise stated in the Company Act, the meeting of the board of directors shall be convened by the chairman of the board. Except as otherwise stated in the Company Act, a resolution on a matter at a board of directors meeting requires the approval of a majority of the directors present at the meeting that shall be attended by a majority of all directors. The reasons for calling a board of directors meeting shall be notified to each director at least seven days in advance. In emergency circumstances, however, a meeting may be called on shorter notice.

The notice may be effected in writing, by fax or email, after obtaining prior consent from the recipients thereof.

Article 15: The Chairman of the board of directors shall be the chair of the board meeting. In case the Chairman of the board of directors is on leave or absent or cannot exercise his power and authority for any cause, his representative shall be selected according to Article 208 of the Company Act. Each director shall attend the meeting of the board of directors in person. A director who is unable to attend the meeting and appoints another director to attend the meeting, shall provide a proxy letter stating the scope of power authorized to the proxy for each meeting. Each director shall only be designated as the proxy of one director.

Meeting of the board of directors may be held by means of visual communication network. Directors taking part in such a visual communication meeting shall be deemed to have attended the meeting in person.

Article 15-1: When the number of vacancies in the board of directors of the Company equals to one third of the total number of directors, the board of directors shall call, within 60 days, a special meeting of shareholders to elect succeeding directors to fill the vacancies, for a term not exceeding the remaining term of the former director.

When the number of independent directors falls below the required number due to the dismissal of an independent director for any reason (including resignation, dismissal, expiration of the term of office, etc.), the Company shall hold a by-election for director at the next following shareholders meeting; When all independent directors have been dismissed, the Company shall convene a special shareholders meeting to hold a by-election within 60 days from the date on which the situation arose.

Article 16: The Company may provide remuneration to all its directors for the execution of the Company's business regardless of whether the

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Company incur a profit or loss. The remuneration of the chairman of the board and directors may be based on their involvement in the Company's business operation and their contributions to the Company and paid at such level as generally adopted by the enterprises of the same industry.

Chapter 5 Managerial officers

Article 17: The Company may have one or more managerial personnel, and the appointment and discharge and the remuneration of the managerial personnel shall be decided in accordance with the Article 29 of the Company Act.

Chapter 6 Accounting

Article 18: In accordance with Article 228 of the Company Act, the board of directors shall prepare the following statements and records at the close of each fiscal year, and submit them to the annual shareholders' meeting for its ratification.

I. Business Report.
II. Financial Statements.
III. Surplus earning distribution or loss off-setting proposals.

Article 19: The Company's fiscal year is from January 1 to December 31. Settlement of accounts shall be conducted at the close of the fiscal year.

Article 20: The Company may according to the Company Act, distribute surplus earning or off-set loss at the close of each half fiscal year. When distributing surplus earnings, the Company shall estimate and reserve the taxes and dues to be paid, the losses to be covered and the legal reserve to be set aside according to the law. However when the legal reserve amounts to the paid-in capital, this shall not apply.

In the event the Company makes a profit during the fiscal year it shall set aside no less than 1% of the profits as employees' compensation and no higher than 5% of the profit as directors' remuneration, and set aside 0.1% to 0.5% as salary adjustment and remuneration distribution for entry-level employees. However, priority shall be given to reservation of funds for compensation of cumulative losses, if any. The distribution of employees' compensation and directors' remuneration shall be determined by a resolution adopted by a majority vote at a board of directors' meeting attended by two-thirds or more of the directors, and

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be reported at a shareholders' meeting. By a resolution at a meeting of the board of directors, employees' compensation may be distributed in the form of shares or in cash. The board of directors is authorized to set the qualification requirements of employees, including the employees of parents or subsidiaries of the Company meeting certain specific requirements, entitled to the distribution.

If there is surplus after the fiscal year closes, it shall be distributed in the following order:

I. Payment of tax
II. Make up for previous years' loss
III. Set aside 10% as legal reserve (Where such legal reserve amounts to the total paid-in capital, this provision shall not apply).
IV. Set aside or reverse special reserve according to the law.
V. From the balance (hereinafter known as "surplus of the year") plus the beginning undistributed surplus, dividends distributable for preferred shares may first be distributed, to obtain surplus available for distribution. The board of directors is to prepare a profit distribution proposal, and submit the motion for dividend distribution at the shareholders' meeting for approval. The dividends and bonuses in the preceding paragraph, or the legal reserve and capital reserve set aside, 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 two-thirds of the total number of directors, and a report shall be submitted to the shareholders' meeting.

The Company adopts a residual dividend policy. By considering factors such as the Company's current and future investment environment, capital needs, internal and external competition, and capital budget, and taking into account the interest of shareholders, balanced dividend and the Company's long-term financial plan. The Company's annual total dividend distribution shall not be less than 20% of the current year's surplus. However, if the shareholder bonus is less than NT$0.5 per share, the distributable surplus may be retained and not distributed. The annual cash dividend distribution shall not be less than 10% of the total cash and stock dividend distributed for the year.

Chapter 7 Supplementary Provisions
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Article 21: Matters not covered in the Articles of Incorporation shall be handled in accordance with the provisions of the Company Act.

Article 21-1: The Company's organizational rules and administrative regulations shall be prescribed.

Article 22: The Articles of Incorporation was formulated on May 10, 2007; and the first amendment was made on August 12 2009; the second amendment on October 5, 2009; the third amendment on November 1, 2010; the fourth amendment on November 12, 2012; the fifth amendment on January 21, 2013; the sixth amendment on the February 18, 2013; seventh amendment on April 12, 2013; the eighth amendment on June 17, 2013; the ninth amendment on May 14, 2014; the tenth amendment on April 9, 2015; the eleventh amendment on February 15, 2016; the twelfth amendment on June 20, 2017; the thirteenth amendment on June 19, 2018; the fourteenth amendment on June 11, 2019; the fifteenth amendment on May 28, 2020; the sixteenth amendment on July 9, 2021; the seventeenth amendment on May 24, 2022; the eighteenth amendment on June 6, 2023; the nineteenth amendment on May 27, 2024; and the twentieth amendment on May 23, 2025.

Bora Pharmaceuticals Co., Ltd.
Chairman: Bobby Sheng

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Appendix 5: Shareholdings of All Directors

Bora Pharmaceuticals, Inc.

Shareholding of All Directors

I. The Company's paid-in capital is NT$1,280,015,700, and the number of issued shares is 128,001,570 shares.

II. Pursuant to Article 26 of the Securities and Exchange Act and the Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies, the total shareholding of all directors of the Company shall not be less than 8,000,000 shares of the Company's issued shares.

III. The Company has established an Audit Committee; therefore, there is no shareholding information for supervisors.

IV. As of the book closure date for the annual shareholders' meeting (April 11, 2026), the shareholding of individual directors and all directors recorded in the shareholders register is as follows:

Title	Name	Election date	Number of Shares Held
			Number of Shares	Shareholding Percentage
Chairperson	Sheng Pao-Shi	June 6, 2023	6,398,353	5.00%
Directors	Baolei Co., Ltd.
Representative: Chen Kuan-Pai	June 6, 2023	22,442,026	17.53%
Directors	Ta Ya Venture Capital Co., Ltd.
Representative: Shen Shang-Hung	June 6, 2023	4,482,745	3.50%
Independent Directors	Lin Jui-I	June 6, 2023	–	–
Independent Directors	Li Yi-Chin	June 6, 2023	–	–
Independent Directors	Lai Ming-Jung	June 6, 2023	–	–
Independent Directors	Lin Hsin-I	June 6, 2023	–	–

Note 1: As of the commencement date of the book closure period for the shareholders' meeting (April 11, 2026), the total number of shares held by all directors as recorded in the shareholders register was 33,323,124 shares, in compliance with Article 26 of the Securities and Exchange Act.

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Thank you for attending the shareholders' meeting!

Best regards,
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May everything go as you hope!

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Bora — AGM Information 2026

52570_rns_2026-05-21_a0dd843d-48f9-477d-a7a2-65e964b7facb.pdf

Bora Pharmaceuticals, Co. Ltd

2026 Annual Shareholders Meeting

Meeting Handbook

Approval Items

Attachment I. 2025 Business report

Advancing Value Transformation

Execution as Competitive Advantage

Strengthening Global Capital Market Presence and ESG Commitment

Looking Ahead

I. Operational Highlights of 2025

(I) Progress Report

(II) Budget Execution

(IV) Research and Development

(V) Corporate Social Responsibility and Industry Recognition

II. 2025 Business Plan

(I) Business Strategy

(II) Expected Sales Volume and Its Basis

(III) Key Production and Sales Strategies

1. International Contract Development and Manufacturing (CDMO) Services

2. Strategic Partnerships (In-Licensing & Out-Licensing)

3. Globalized Pharmaceutical Commercialization Services

III. Future Corporate Development Strategy

(III) Expanding Global Services with Taiwan as a Strategic Hub

Bora Pharmaceuticals, Inc.

Valuation for inventories

Revenue Recognition

Other Matter—Making Reference to the Audit of Component Auditors

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Other

Notice to Readers

Revenue Recognition

Other Matter—Making Reference to the Audit of Component Auditors

Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements

Auditor’s Responsibilities for the Audit of the Parent Company Only Financial Statements

Notice to Readers

Appendix I. Procedure for Acquiring and Disposing Assets

Bora Pharmaceuticals Co., Ltd.

Article 1 Purpose

Article 2 In Accordance With

Article 3

Article 4

Article 5 Evaluating procedure

Article 6 Procedure for acquisition or disposal of asset

Article 7 Authorization

Article 8 Investment scope and amount

Article 9 Public Disclosure

Article 11

Article 12

Article 13

Article 13-1

Article 14

Article 17

Article 18

Article 19

Article 21

Article 22

Article 23

Article 24

Article 25

Article 29 Financial statement disclosure item

Article 30. Implementation and revision

Article 31

Appendix II. Procedure for Shareholders Meetings

Bora Pharmaceuticals Co., Ltd. Procedure for Shareholders Meetings (Before Amendment)

Article 1

Article 2

Article 3

Article 4

Article 6-1

Article 7

Article 8

Article 14

Article 15

Article 16

Article 17

Article 18

Bora AGM Information 2026