Stock Code: 4104

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EXCELSIOR MEDICAL CO., LTD.

Handbook for the 2022 Annual Meeting of Shareholders

Meeting Time: June 21, 2022

Place: 1F,No. 168, Minzu Rd., Banqiao Dist., New Taipei City, Taiwan (R.O.C.)

(Where any discrepancy arises between the English translation and the original Chinese version, the Chinese version shall prevail.)

	Table of Contents
I.	Procedure for the 2022 Annual Shareholders’ Meeting .............................................. 2
II.	Agenda for the Annual Shareholders’ Meeting ............................................................ 3
III.	Agenda of the Annual Shareholders’ Meeting .............................................................. 4
	1. Call meeting to order ................................................................................................... 4
	2. Chairman’s address ..................................................................................................... 4
	3. Report Items ................................................................................................................ 4
	4. Proposal Items ............................................................................................................. 6
	5. Discussion Items ......................................................................................................... 7
	6. Election matters ........................................................................................................... 9
	7. Other matters ............................................................................................................. 10
	8. Other business and special motion ............................................................................ 10
	9. Meeting adjournment ................................................................................................ 10
IV.	Attachment ..................................................................................................................... 11
	Attachment 1：Rules of Procedure for Shareholders’ Meetings (before amendment,
	prior to this shareholders’ meeting) ....................................................... 11
	Attachment 2：Articles of Incorporation(before amendment, prior to this shareholders’
	meeting) ................................................................................................. 18
	Attachment 3：Election Procedures for Board Directors ............................................... 24
	Attachment 4：Business Report ..................................................................................... 28
	Attachment 5：Audit Committee’s Review Report ........................................................ 35
	Attachment 6：Financial Reports ................................................................................... 36
	Attachment 7：Comparison Table of Amendments to the “Articles of Incorporation” . 54
	Attachment 8：Comparison Table of Amendments to the “Procedures for Election of
	Directors” ............................................................................................... 55
	Attachment 9：Comparison Table of Amendments to the “Operational Procedures for
	Acquisition and Disposal of Assets” ...................................................... 56
	Attachment 10：Comparison Table of Amendments to the “Operational Procedures for
	Endorsements and Guarantees” ........................................................... 63
	Attachment 11：Comparison Table of Amendments to the “Rules of Procedure for
	Shareholders’ Meetings” ...................................................................... 64
	Attachment 12：The Announcement List of the Directors (including Independent
	Directors) Candidates .......................................................................... 85
	Attachment 13：The Impact of Stock Dividend Issuance on Business Performance, EPS
	and Shareholders Return Rate ............................................................... 89
	Attachment 14：The Shareholding situation of Directors .............................................. 90

I. Procedure for the 2022 Annual Shareholders’ Meeting

Call meeting to order
Chairman’s address
Report Items
Proposal Items
Discussion Items
Election matters
Other matters
Other business and special motion
Meeting adjournment
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II. Agenda for the Annual Shareholders’ Meeting

Convening method: Physical shareholders meeting

Time: 9:00 a.m., June 21, 2022

Place: 1F, No. 168, Minzu Rd., Banqiao Dist., New Taipei City, Taiwan (R.O.C.)

Call meeting to order
Chairman’s address
Report Items
(1) 2021 business report and 2022 business plan.
(2) Audit Committee’s review report on the 2021 financial statements.
(3) 2021 distribution report of employee compensation and director remuneration.
(4) 2021 distribution report of cash dividends.
(5) Report on the endorsement and guarantee status.
Proposal Items
(1) Adoption of 2021 financial statements.
(2) Adoption of 2021 earnings distribution.
Discussion Items
(1) Issuing new shares for capital increase by earnings recapitalization.
(2) Amending part of the articles of the Company's “Articles of Incorporation”.
(3) Amending part of the articles of the Company's “Procedures for Election of Directors”.
(4) Amending part of the articles of the Company's “Operational Procedures for Acquisition and Disposal of Assets”.
(5) Amending part of the articles of the Company's “Operational Procedures for Endorsements and Guarantees”.
(6) Amending part of the articles of the Company's “Rules of Procedure for Shareholders’ Meetings”.
Election matters: Elect the 13th-term directors (including independent directors).
Other matters: Release the prohibition on directors from participation in competition businesses.
Other business and special motion
Meeting adjournment
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III. Agenda of the Annual Shareholders’ Meeting

1. Call meeting to order

2. Chairman’s address

3. Report Items

(1) 2021 business report and 2022 business plan: Please refer to Attachment 4, “Business Report”, on page 28 of this Handbook.
(2) Audit Committee’s review report on the 2021 financial statements: Please refer to Attachment 5, “Audit Committee’s Review Report”, on page 35 of this Handbook.
(3) 2021 distribution report of employee compensation and director remuneration. Explanatory Notes:
As adopted by the Company’s Board of Directors on March 11, 2022, 5% of the Company’s 2021 profits in an amount of NT$38,706,470 shall be distributed to employees as their compensation, whereas 2.5% of the profits in an amount of NT$19,353,235 shall be distributed to directors as their remuneration. The preceding amounts shall be distributed in cash. The amounts are the same as the amounts recognized for the 2021 expenses.
(4) 2021 distribution report of cash dividends. Explanatory Notes:
1.As adopted by the Company’s Board of Directors on March 11, 2022, the cash dividend shall be NT$3.5 per share, total of NT$494,021,395 for shareholders. The chairman was authorized by the Board of Directors to determine the ex-dividend base date and process related matters of cash dividend distribution.
2.In case of any change in the per-share cash dividend as a result of the fact that repurchase of the Company’s shares, or the treasury stock is transferred or deleted, or carries out a cash capital increase , which further affects the number of the Company’s outstanding shares, The chairman shall be authorized to adjust the shareholder’s cash dividend rate according to the distribution amount adopted for this proposal and the number of the Company’s actual outstanding shares. Furthermore, the cash dividend shall be calculated to the nearest dollar and the decimal figures shall be rounded off. The amount rounded off from the current cash dividend shall be listed as the Company’s other income.
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(5) Report on the endorsement and guarantee status
Explanatory Notes:
The upper limit for the Company’s total endorsement/guarantee amount is based on the net worth of the latest financial statement audited or reviewed by the CPA, the net worth at December 31, 2021 was NT$7,738,389 (in thousands),and the upper limit of endorsement/guarantee for a single enterprise did not exceed the 20% of the net worth.
The Company’s endorsement/guarantee amount did not exceed the above limit .
The following was the Company’s endorsement status as of December 31, 2021:

Unit: NT dollars in thousand

Parent company or subsidiary	Company name of the endorsement/ guarantee provider	Endorsement/ guarantee recipient	Relationship with the endorsement / guarantee recipient	Upper limit of endorsement/ guarantee for a single enterprise	The highest endorsement/ guarantee balance of this period	Ending endorsement/ guarantee balance	Amount actually used	Ratio of accumulated endorsement/ guarantee amount to the net worth of the latest financial statement	Upper limit of the endorsement/ guarantee amount
Parent	Excelsior Medical Co., Ltd.	Excelsior Medical (HK) Co., Limited Excelsior Investment (Malaysia) Co.,Ltd. Excelsior Asset Management Co., Ltd. EG Healthcare, Inc Bestsmile Co., Ltd. Medi-Chem System Sdn Bhd Renal Laboratories Sdn Bhd Excelsior Renal Service Co.,Limited Bestchain Healthtaiwan Co., Ltd.	2 2 2 2 2 2 2 1 1	1,547,678 1,547,678 1,547,678 1,547,678 1,547,678 1,547,678 1,547,678 762,596 1,788,061	770,280 58,831 990,000 29,305 20,000 14,268 71,338 － 800,000	770,280 31,140 990,000 26,765 20,000 13,840 69,200 － 800,000	－－ 75,350 9,635 10,000 －－－－	9.95% 0.40% 12.79% 0.35% 0.26% 0.18% 0.89% － 10.34%	7,738,389 7,738,389 7,738,389 7,738,389 7,738,389 7,738,389 7,738,389 7,738,389 7,738,389
Subsidiary	Dynamic Medical Technologies Inc.	Dynamic Medical Technologies (Hong Kong) Limited	2	256,808	54,682	－	－	－	642,021
Subsidiary	Excelsior BeautyCo.,Ltd.	Dynamic Medical Technologies Inc.	3	71,307	500	100	－	0.03%	178,268
Subsidiary	Arich Enterprise Co.,Ltd.	Taiwan Shionogi Inc.	1	169,779	－	－	－	－	908,994

Note ： The relationships between the endorsement/guarantee provider and endorsement/guarantee recipient are indicated as follows:
The companies with which it has business relations.
Subsidiaries in which the Company directly or indirectly holds more than 50% of its total outstanding common shares.
The parent company which directly or indirectly holds more than 50% of its voting rights.
Subsidiaries in which the Company directly or indirectly holds more than 90% of its voting rights.
Companies in the same type of business and providing mutual endorsements/ guarantees in favor of each other in accordance with the contractual obligations in order to fulfill the needs of the construction project.
Shareholders making endorsements and/or guarantees for their mutually invested company in proportion to their shareholding percentage.
Companies in the same type of business providing guarantees of pre-sale contracts according to the regulation.
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4. Proposal Items

(1) Adoption of 2021 financial statements. (proposed by the Board of Directors). Explanatory Notes:
The Company’s 2021 individual financial statements and consolidated financial statements have been audited by CPAs Marshal Wu and Wan-Wan Lin of KPMG, Taiwan. The aforesaid financial statements, together with the business report and earnings distribution proposal, have been reviewed by the Audit Committee and adopted by the Company’s Board of Directors, and hereby proposed to the annual Shareholders’ meeting for adoption.
The Company’s financial statements, including the “Business Report” (please refer to Attachment 4 on page 28 of this Handbook), and the “2021 Individual financial statements and consolidated financial statements along with the CPA’s audit report” (please refer to Attachment 6 on page 36 of this Handbook).

Resolution:

(2) Adoption of 2021 earnings distribution. (proposed by the Board of Directors) Explanatory Notes:
It is proposed in accordance with the Company Act and Company’s Articles of Incorporation.
The Company’s 2021 profits are proposed to be distributed according to the following distribution statement:

Excelsior Medical Co., Ltd. Earnings Distribution Table Year 2021

		Unit: NT$
	Account Beginning retained earnings Retained earnings adjusted due to investment under the equity method Retained earnings recognized as remeasurement of defined benefit plan Proceeds from disposal of financial assets at fair value through other comprehensive income Undistributed earnings after adjustment Current year net profit after tax Earnings available for distribution Allocated for legal reserve Allocated for special reserve Cash dividend distributed to shareholders －$3.5 per share Stock dividend distributed to shareholders －$0.50000003 per share Appropriated retained earnings(end ofperiod)	Amount $1,572,885,625 64,416,671 2,058,322 ( 4,090,703)
		1,635,269,915 607,149,471
		2,242,419,386 ( 66,953,376 ) ( 28,020,016 ) ( 494,021,395 ) ( 70,574,490)

		$1,582,850,109

Note: The quantity of the Company’s outstanding shares was 141,148,970.

Chairman: Manager: Accounting Chief: Fu Hui-Tung Chang Ming-Cheng Chou Cheng-Hsiao

Resolution:

5. Discussion Items

(1) Issuing new shares for capital increase by earnings recapitalization. (Proposed by the Board of Directors)

Explanatory Notes:

1.In order to consider the needs of future business development, The Company proposes to distribute stock dividends from undistributed earnings NT$70,574,490 and issuance of 7,057,449 new shares with a par value of NT$10 in 2021.
The conditions for the issuance of shares are as follows：
(1) The new shares for capital increase is on the base of the current number of outstanding shares, each shareholder’s actual number of stock dividends will be calculated in ex-dividend base date，50.000003 shares gratuitously allotted for every thousand shares.
(2) If the new shares distributed to shareholders from this capital increase are less than one full share (rounded down to the NT dollar), shareholders may consolidate them by handling respective procedures. For those shares which cannot be consolidated within the specified period or still remain insufficient, and the chairman shall be authorized to designate specific persons for purchase.
(3) After the capital increase case is approved by the shareholders meeting and submitted to the authority for approval, the shareholders' meeting is requested to authorize the Board of Directors to set an ex-dividend date for the capital increase.
(4) Rights and obligations of newly issued shares is the same as the original shares.
(5) The above-mentioned matters related to the capital increase, such as amendments due to laws and regulations or the approval of the authority, or changes in the operation evaluation due to objective environmental factors, the shareholders' meeting is requested to authorize the Board of Directors.
(6) If the number of shares outstanding is affected and shareholding ratio is thus affected, the shareholders' meeting is requested to authorize the Board of Directors.

Resolution:

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(2)Amending part of the articles of the Company's “Articles of Incorporation”. (Proposed by the Board of Directors)

Explanatory Notes:

Amend part of the “Articles of Incorporation” for the amendment of the Company Act. Please refer to Attachment 7 on page 54 of this Handbook.

Resolution:

(3)Amending part of the articles of the Company's “Procedures for Election of Directors”. (Proposed by the Board of Directors)
Explanatory Notes:

Amend part of the “Procedures for Election of Directors” for the amendment of the related rules. Please refer to Attachment 8 on page 55 of this Handbook.

Resolution:

(4)Amending part of the articles of the Company's “Operational Procedures for

Acquisition and Disposal of Assets”. (Proposed by the Board of Directors) Explanatory Notes:

Amend part of the “Operational Procedures for Acquisition and Disposal of Assets” for the amendment of the related rules. Please refer to Attachment 9 on page 56 of this Handbook.

Resolution:

(5)Amending part of the articles of the Company's “Operational Procedures for

Endorsements and Guarantees”. (Proposed by the Board of Directors)

Explanatory Notes:

Amend part of the “Operational Procedures for Endorsements and Guarantees” for operational requirements. Please refer to Attachment 10 on page 63 of this Handbook.

Resolution:

(6)Amending part of the articles of the Company's “Rules of Procedure for Shareholders’ Meetings”. (Proposed by the Board of Directors)

Explanatory Notes:

Amend part of the “Rules of Procedure for Shareholders’ Meetings” for the amendment of the related rules. Please refer to Attachment 11 on page 64 of this Handbook.

Resolution:

6. Election matters

Proposal: Elect the 13th-term directors (including independent directors). (Proposed by the Board of Directors)

Explanations:

The 12th-term of the directors (including independent directors) of the Company’s Board of Directors is going to expire on June 17, 2022, so full re-election shall be held in accordance with Article 195 of the Company Act. However, given that the Company plans to set up an audit committee (constituted by the entire independent directors) according to the Securities and Exchange Act, the independent director shall not be less than 3 person.
For the Company’s 13th-term Board of Directors, nine seats of directors (including three seats of independent directors) shall be elected, and their term of office is three years starting from the date that they are elected. The 13th-term directors (including independent directors) of the Board of Directors shall take office upon being elected for a term from June 21, 2022 to June 20, 2025. The 12th-term directors (including independent directors) shall be automatically dismissed when the new directors (including independent directors) take office.
The Company adopts the candidate nomination system to elect its directors (including independent directors), in which shareholders shall elect directors (including independent directors) according to the list of candidates.
For the current election of 13th-term directors (including independent directors) of the Board of Directors, except for the nomination made by the Company’s Board of Directors, no shareholders proposed any nomination during the proposal acceptance period. The information regarding the announcement list of the director (including independent directors) candidates nominated by the Board of Directors and passing the qualification review, their education backgrounds, work experience, shareholding ratios, etc. is attached. Please refer to Appendix 12 at page 85 of this Handbook.
This is proposed for re-election.

Election results:

7. Other matters

Proposal: Release the prohibition on directors from participation in competition businesses. (Proposed by the Board of Directors)

Explanations:

According to Article 209 of the Company Act, “a director who acts for themselves or on behalf of others within the Company’s business scope shall explain to the Shareholders’ meeting the essential contents of such an act and obtain its approval”.
In case that any of the Company’s directors invests in or operates a business same as or similar to the Company and act as a director in such business, they shall submit the case to the Shareholders’ meeting by law and obtain its approval. If the Company’s newly elected directors is also under the aforesaid circumstance, the Company agrees to release the prohibition on directors from participation in competition businesses.

Resolution:

8. Other business and special motion

9. Meeting adjournment

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IV. Attachment

Attachment 1：Rules of Procedure for Shareholders’ Meetings (before amendment, prior to this shareholders’ meeting)

  - Amended in the regular shareholders’ meeting held on June 22, 2021

Article 1: In order to establish a good shareholders’ meeting governance system, strengthen the supervision function and reinforce management efficiency, the Company specifically sets up the Rules in accordance with Article 5 of the Corporate Governance Best Practice Principle for TWSE/GTSM Listed Companies for the personnel across the Board to comply with.
Article 2: Unless otherwise stated by law or the Company’s Articles of Incorporation, the Rules shall be followed in the Company’s shareholders’ meetings.
Article 3: Unless otherwise stated by law, the Company’s shareholders’ meetings shall be convened by the Board of Directors.
The Company shall prepare the shareholders’ meeting notification letter, letter of proxy and the subjects of various motions, such as adoption case, discussion cases and director election or dismissal, as well as the explanation data, in electronic format and transmit them to the Market Observation Post System at least 30 days before a regular shareholders’ meeting or 15 days before a special shareholders’ meeting. At the same time, the shareholders’ meeting agenda handbook and meeting supplementary materials shall be prepared in electronic format and transmitted to the Market Observation Post System at least 21 days prior to a regular shareholders’ meeting or at least 15 days prior to a special shareholders’ meeting. The agenda handbook and the supplementary materials for the shareholders’ meeting in question shall be prepared at least 15 days prior to the shareholders’ meeting for requesting by shareholders, displayed at the Company and its stock affairs service agency’s place, and also be distributed at the shareholders’ meeting.

The reason for convening a meeting shall be specified in the notification and announcement: If it is agreed by the counterparty, the notification can be made in electronic format.

Director election or dismissal, change of the Company’s Articles of Incorporation, corporate dissolution, merger, split or the matters prescribed by Paragraph 1 of Article 185 of the Company Act; Articles 26-1 and 43-6 of the Securities and Exchange Act; and Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, shall be listed in the causes for convening a meeting. Those matters shall not be put forth as extemporary motions.

Those shareholders who hold more than 1% of the issued shares are entitled to submit a motion to a regular shareholders’ meeting. However, each of them can only submit one motion at a regular shareholders’ meeting; further motions will not be listed in the agenda. Also, for any motions proposed by shareholders under any of the circumstances listed in Paragraph 4 of Article 172-1 of the Company Act, the Board of Directors may exclude them in the agenda.

The Company shall announce the opening of acceptance of shareholders’ proposals and acceptance place and period before the suspension date of stock ownership transfer prior to the holding of a regular shareholders’ meeting. The acceptance period shall be at least 10 days.

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Any motion proposed by shareholders shall be limited to 300 words. Those over 300 words shall not be listed in the agenda. Proposing shareholders shall attend the regular shareholders’ meeting in person, or appoint others to attend on their behalf, and participate in discussion of the proposed motion.

The Company shall notify the proposing shareholders of the handling results before the shareholders’ meeting notification day, and list the motions meeting the regulations of this Article in the meeting notification. For those shareholders’ motions not being listed in the agenda, the Board of Directors shall elaborate on the reason for not listing them in the agenda at the shareholders’ meeting.
Article 4: For each shareholders’ meeting, a shareholder may appoint a representative with a letter of proxy printed by the Company to attend the meeting on their behalf. The letter of proxy shall state the scope of authorization for the meeting. A shareholder can issue a letter of attorney and appoint one representative only. The letter of proxy shall arrive at the Company at least five days before the shareholders’ meeting. In case that there is any repetition of the letter of proxy, the first one arriving at the Company shall prevail. However, it is not limited to the situation where revocation of the prior letter of proxy is declared. After the letter of proxy arrives at the Company, if the shareholder wishes to attend the shareholders’ meeting in person, he or she shall notify the Company of the proxy revocation in writing at least two days prior to the shareholders’ meeting. In case of any overdue revocation, the voting right exercised by the attending proxy shall prevail.
Article 5: The place for holding a shareholders’ meeting shall be at the Company or a place convenient for shareholders to attend and suitable for holding a shareholders’ meeting. The meeting time shall not be earlier than 9:00 AM or later than 3:00 PM. For the meeting place and time, independent directors’ opinions shall be fully taken into account.
Article 6: The Company shall specify the shareholder check-in time and place and other precaution matters in its meeting notification. The check-in time referred to in the preceding paragraph shall be at least 30 minutes before the meeting starts. A specific sign shall be setup at the check-in place, and adequate number of qualified personnel shall be dispatched for assistance.
Shareholders or the proxies appointed by them (hereafter referred to as shareholders) shall attend a shareholders’ meeting by presenting their attendance certificate, attendance card or other attendance documents. Other than the documents required for the attendance of a shareholders’ meeting, the Company shall not discretionarily request any additional documents. The shareholders who solicit letters of proxy shall bring their own ID certification documents with them for verification.

The Company shall prepare an attendance book for the shareholders attending the meeting to sign in, or otherwise the attending shareholders may submit the attendance card instead of signing in.

The Company shall hand the agenda handbook, annual report, attendance certificate, speech note, voting ticket and other meeting materials to the attending shareholders. In case that the meeting involves director election, the election ballot shall be additionally attached.
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For government or institutional shareholders, their meeting attending representatives are not limited to one person only. However, when an institutional shareholder is entrusted to attend a shareholders’ meeting, only one representative can be appointed for attendance. Article 7: If a shareholders’ meeting is convened by the Board of Directors, the meeting shall be chaired by the chairperson of the Board of Directors. If the chairperson is on leave or cannot exercise his or her power and authority for any reason, the vice-chairperson shall chair the meeting on behalf of the chairperson. If there is no vice-chairperson or the vice-chairperson is also on leave or cannot exercise his or her power and authority for any reason, the chairperson shall appoint a standing director to act on his or her behalf. If there is no standing director, the chairperson shall appoint a director to act on his or her behalf. In case that the chairperson does not appoint any deputy, a deputy to act on behalf of the chairperson shall be elected by standing directors or directors among themselves. The standing director or director to act on behalf of the preceding chairperson shall have served the Company as a standing director or director for more than six months, and be familiar with the Company’s financial and business status. The same shall apply to the chairperson who is a representative of an institutional director. If a shareholders’ meeting is convened by the Board of Directors, the meeting shall be chaired by the chairperson, attended by a majority of the total Board directors and at least one representative of each functional committee. The attendance status shall be recorded in the shareholders’ meeting minutes book. When a shareholders’ meeting is convened by the convener not from the Board of Directors, the convener in question shall chair the meeting. If there are two or more than two conveners for a same meeting, the chairperson of the meeting shall be elected from among the conveners. The Company may invite its appointed attorneys and CPA or other related personnel to attend a shareholders’ meeting as a guest as the case may be. Article 8: The Company shall record the entire proceedings of a shareholders’ meeting, from shareholders’ check-in, the check-in process and the course of the meeting, to the voting and vote counting process, in an audio and video format without any interruption. The preceding audio and video data shall be retained for at least one year. However, in case of any litigation filed by a shareholder in accordance with Article 189 of the Company Act, the audio or video evidence shall be kept until closure of such litigation. Article 9: The attendance status of a shareholders’ meeting shall be calculated according to the number of the shares represented by the shareholders attending the shareholders’ meeting, in which the calculation shall cover the shares indicated in the attendance book or according to the attendance cards turned in by the meeting attendants, plus the voting shares exercised in writing or in an electronic format. When it is time for a meeting, the chairperson shall immediately call the meeting to order, and disclose information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting. However, if the number of shares held by the shareholders present at the meeting has yet to constitute a majority of the total issued shares, the chairperson may announce

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postponement of the meeting, but the postponement of the said meeting is limited to two times only, whereas the total postponement time shall not exceed one hour. If a meeting has been postponed for two times and the shares held by the shareholders present at the meeting are still less than one-third of the total issued shares, the chairperson may abort the meeting.

If, after preceding two times of postponement, a meeting has yet to constitute the quorum but the shareholders representing one-third of the total issued shares are present, a provisional resolution can be adopted according to Paragraph 1 of Article 175 of the Company Act, and the notice of the provisional resolution shall be served to respective shareholders for a shareholders’ meeting to be convened again within one month.

Before the end of the meeting in question, if the number of the shares held by the shareholders present represents a majority of the total issued shares, the chairperson may put forward the adopted provisional resolution and request re-adoption of the resolution at the meeting in accordance with Article 174 of the Company Act.

Article 10: If a shareholders’ meeting is called by the Board of Directors, the meeting agenda shall be set up by the Board of Directors, and the meeting shall be conducted according to the scheduled agenda, which shall not be changed unless resolved by the shareholders’ meeting.

If a shareholders’ meeting is called by any other person outside the Board of Directors who has the convening right, the preceding provision shall apply. Without resolution, the chairperson shall not adjourn a meeting before closure of the motions (including extemporary motions) in the agenda arranged according to the preceding two paragraphs. If the chairperson violates the meeting rules by adjourning a meeting, other members of the Board of Directors may follow the legal procedure and quickly come forward to help the attending shareholders elect a chairperson by the resolution adopted by a majority of the shareholders present, and continue the meeting.

For any motions, amendments proposed by shareholders or extemporary motions, the chairperson shall allow sufficient explanation and discussion, close the discussion when he or she believes that it’s time for resolution, and put them to the vote.

Article 11: Those shareholders who wish to speak in a shareholders’ meeting shall first fill out a speech note stating their speech subject, their shareholder account number (or attendance card number) and their account name. The chairperson shall then decide their speech order.

Those shareholders who submit a speech note but do not actually give any speech, shall be deemed not having given any speech. In the case that the speech content is not consistent with what is stated in the speech note, the speech content shall prevail.

Unless otherwise permitted by the chairperson, a shareholder shall not speak more than two times for a same motion and each time of speech shall not exceed 5 minutes. If the speech given by any shareholder violates the aforesaid stipulation or is beyond the agenda scope, the chairperson may stop the speech.

When a shareholder is giving a speech, other shareholders shall not interrupt the speech unless otherwise obtaining the consent from the chairperson. The chairperson shall stop any violation.

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If an institutional shareholder designates two or more than two representatives to attend a shareholders’ meeting, only one representative is allowed to speak for a same motion.

After the speech of a shareholder, the chairperson may respond to it on his or her own, or designate an appropriate person to respond.

Article 12: The resolution of a shareholders’ meeting shall be calculated according to the voting shares.

For the resolution of a shareholders’ meeting, the shares held by the shareholders without the voting right shall not be included in the total number of the issued shares.

Those shareholders who have conflict of interests with the meeting agenda, which may adversely affect the Company’s interests, are not allowed to participate in any resolution. In addition, they are also not allowed to represent other shareholders to exercise their voting right.

The number of the aforesaid shares not allowed to be used to exercise the voting right shall not be included in the votes given by the attending shareholders. Except for the trust business or the stock affairs service agency approved by the securities competent authorities, if a person is simultaneously entrusted by two or more than two shareholders, the votes represented by him or her shall not exceed 3% of the total issued shares, and the excess votes, if any, shall not be calculated. Article 13: Each share held by a shareholder is entitled to one vote, but it is not limited to those shareholders whose voting right is restricted or the ones having no voting right as stated in Paragraph 2 of Article 179 of the Company Act.

When holding a shareholders’ meeting, shareholders may exercise their voting right in a written or electronic format. When using the written or electronic format to exercise the voting right, the format shall be stated on the notification of the shareholders’ meeting. Those shareholders who exercise their voting right in a written or electronic format shall be deemed to have attended the shareholders’ meeting in person. However, for the extemporary motions and amendments to the original motions of the shareholders’ meeting in question, those shareholders shall be deemed abstention in participation.

For those that exercise their voting right with the preceding written or electronic format in a meeting, their intent expression shall arrive at the Company at least two days prior to the shareholders’ meeting. When there is any repetition of the intent expression, the first one arriving at the Company shall prevail. However, it is not limited to the situation where the revocation of the prior intent expression is declared. For those shareholders who wish to attend a shareholders’ meeting in person after exercising their voting right in a written or electronic format, they shall revoke the aforesaid intent expression by using the same format as they used for exercising the voting right at least two days prior to the shareholders’ meeting. In case of overdue revocation, the written or electronic format shall prevail for exercising the voting right. In the case that the written or electronic format is used to exercise the voting right while the shareholder also entrusted a representative with a letter of proxy to attend the shareholders’ meeting, the voting right exercised by the attending representative shall prevail.

Except otherwise stated in the Company Act or the Company’s Articles of Incorporation, a resolution shall be adopted by a majority of the votes represented

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by the shareholders present at the meeting. When resolving a motion, if no objection from the shareholders present after inquired by the chairperson, the resolution shall be deemed to be adopted, and shall have the same effect as the voting made with the ballot casting method. The resolution can also be made through shareholders’ ballot casting case by case after the chairperson or his or her designated personnel announce the total voting shares entitled by the attending shareholders. Also, shareholders’ consent, objection and abstention results shall be posted on the Market Observation Post System.

For any amendment or replacement of a same motion, the chairperson shall decide the sequence of the resolutions by including the original motion. If any of the resolutions is adopted, the others shall be deemed to be vetoed and no future voting shall be required.

Ballot examiners and ballot counters shall be designated by the chairperson, in which the ballot examiners shall be shareholders.

Ballot calculation for a shareholders’ meeting’s resolution or election motion shall be publicly conducted on the site where the shareholders’ meeting is held, and the voting results, including the statistical weighted voting shares, shall be announced on the spot and recorded in the meeting minutes accordingly.

Article 14: Any director election at a shareholders’ meeting shall be processed in accordance with the Company’s relevant election regulations, and the election results, including the director-elect list and weighted voting shares, and the director-elect list and weighted voting shares not elected, shall be announced on the spot. The ballots cast for the preceding election matters shall be sealed and signed by the ballot examiner and properly retained for at least one year. However, those that are involved in the litigation filed by a shareholder in accordance with Article 189 of the Company Act shall be retained until closure of such litigation.
Article 15: All matters resolved in a shareholders’ meeting shall be recorded in the meeting’s minutes book, which shall be signed or sealed by the chairperson and distributed to respective shareholders within 20 days after the shareholders’ meeting. The production and distribution of the meeting’s minutes book may be processed in an electronic form.
For distribution of the preceding meeting’s minutes book, the Company may transmit the meeting’s minutes book to the Market Observation Post System as the announcement method.
The items including the meeting date and place, chairperson’s name, resolution method, main points of the meeting proceedings and the results, shall be literally recorded in the meeting minutes book, which shall be retained during the existence of the Company.
Article 16: The Company shall prepare a statistical list for the shares solicited by solicitors and the ones represented by the entrusted proxies, and disclose it at the meeting site on the shareholders’ meeting day.
If the resolution adopted at a shareholders’ meeting is regulated by law or stipulated by Taiwan Stock Exchange Corporation as material information, the Company shall transmit the content to Market Observation Post System within the regulated time limit.
Article 17: Those who work on the shareholders’ meeting site for handling meeting related affairs, shall wear an ID card or arm badge.
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The chairperson may direct disciplinary personnel or security personnel to maintain order of a meeting. When maintaining order of the meeting, those disciplinary personnel and security personnel shall wear a badge or ID card bearing the words of “disciplinary personnel”.

At a meeting site equipped with the public address system, the chairperson may stop any speech made by the shareholder who does not use the public address system provided by the Company.

For those shareholders who violate the meeting rules, disobey the correction from the chairperson, obstruct the meeting proceedings and ignore the prohibition, the chairperson may have the disciplinary personnel or security personnel ask them to leave the meeting site.

Article 18: During a meeting, the chairperson may announce recess at the time he or she considers appropriate. In case of force majeure, the chairperson may decide to temporarily suspend the meeting, and announce the time of meeting resumption depending on the situation.

Before closure of the motions (including extemporary motions) set in the agenda of a shareholders’ meeting, if the meeting place cannot continue to be used, the Board of Shareholders shall resolve to find another place for continuation of the meeting.

According to Article 182 of the Company Act, the Board of Shareholders may resolve to postpone a meeting and have it held within five days or continue the meeting.

Article 19: The Rules shall be implemented after adoption by the Board of Shareholders. The same shall apply in case of any revision.
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Attachment 2：Articles of Incorporation(before amendment, prior to this shareholders’ meeting)

Articles of Incorporation Excelsior Medical Co., Ltd.

Amended in the regular shareholders’ meeting held on June 18, 2020

Chapter 1 General Provisions

Article 1 The name of the Company is Excelsior Medical Co., Ltd., which is incorporated pursuant to the Company Act.
Article 2 The businesses engaged by the Company are as follows:
F108031 Wholesale of Drugs, Medical Goods
F113010 Wholesale of Machinery
F113020 Wholesale of Household Appliance
F107080 Wholesale of Environment Medicines
F113030 Wholesale of Precision Instruments
F113050 Wholesale of Computing and Business Machinery Equipment
F113070 Wholesale of Telecom Instruments
F117010 Wholesale of Fire Fighting Equipment
F118010 Wholesale of Computer Software
F401010 International Trade
I301010 Software Design Services
CB01030 Pollution Controlling Equipment Manufacturing
F113100 Wholesale of Pollution Controlling Equipment
F213100 Retail Sale of Pollution Controlling Equipment
F108021 Wholesale of Drugs and Medicines
H703100 Real Estate Rental and Leasing
JA02010 Electric Appliance and Audiovisual Electric Products Repair Shops 18. IF01010 Fire Fighting Equipment Overhauling
JA02990 Other Repair Shops
JE01010 Rental and Leasing Business
F401021 Restrained Telecom Radio Frequency Equipment and Materials Import
F208040 Retail Sale of Cosmetics
C802041 Drugs and Medicines Manufacturing
C802060 Animal Use Medicine Manufacturing
C802100 Cosmetics Manufacturing
CF01011 Medical Materials and Equipment Manufacturing
F208031 Retail sale of Medical Equipments
ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
Article 3 The Company may externally provide guarantee as required by business needs.
Article 4 If the Company is a limited liability shareholder of another company, its total investment amount shall be free from the restriction of not exceeding 40% of its paid-in capital as prescribed by Article 13 of the Company Act.
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		Chapter 2 Shares
Article	5	The Company’s headquarters is located in New Taipei City, and, as resolved by the
		Board of Directors, it may establish branch sales stores, business offices and other
		types of branch offices in the Republic of China or foreign countries, as necessary.
Article	6	The Company’s total capital is two billion NT dollars, which is divided into two
		hundred million shares with a face value of ten NT dollars per share. For the
		unissued shares, the Board of Directors is authorized to issue them in installments as
		required by business needs. Out of the preceding total capital, one hundred million
		NT dollars is reserved for exercise of the warrants covering employee stock option
		warrants, corporate bonds with warrants and preferred shares with warrants, which
		may be issued in installments.
		Employees that are eligible to subscribe for share subscription warrant , restricted
		employee shares, new shares or buy back shares in accordance with the law for
		employees may include employees of parents or subsidiaries of the company meeting
		certain specific requirements.
Article	6-1	The subscription price of employee stock option warrants issued by the Company is
		free from the restriction of relevant laws and regulations. However, it shall be
		adopted by more than two-thirds of the votes of the shareholders who are present at
		the meeting and represent a majority of the total issued shares, and declared in
		installments within one year after the shareholders’ meeting resolution day.
Article	6-2	The Company may repurchase its treasury stock and transfer it to its employees at a
		price lower than the average repurchase price. However, it shall be adopted by more
		than two-thirds of the votes of the shareholders who are present at the latest
		shareholders’ meeting and represent a majority of the total issued shares, and the
		implementation shall be made in accordance with relevant laws and regulations.
Article	7	The Company’s stock is registered shares, which shall be affixed with the signature
		or seal by a director representing a company and issued after certification by law.
		The stock shall be produced in accordance with Article 162 of the Company Act.
		When issuing new shares, such new shares may be exempt from printing share
		certificates, but shall be registered with the Centralized Securities Depository
		Enterprise.
Article	8	The Company shall commission its stock affairs to a stock affairs service agency.
		Unless otherwise prescribed by laws and regulations and the Articles of
		Incorporation, it shall be processed in accordance with the “ Regulations Governing
		the Administration of Shareholders Services of Public Companies” promulgated by
		the competent authorities.
Article	9	If the stock is transferred, or re-issued due to loss, the Company may collect a
		service fee and revenue stamps shall be affixed.
Article	10	Any change of the records in the shareholders list shall be suspended within 60 days
		prior to a regular shareholders’ meeting, 30 days prior to a special shareholders’
		meeting or 5 days prior to the base day determined by the Company for
		dividend/bonus or other benefit distribution.

Chapter 3 Shareholders’ Meetings

Article 11 The Company’s shareholders’ meetings come in two types: regular shareholders’

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meetings and special shareholders’ meeting. A regular shareholders’ meeting shall be convened by the Board of Directors by law and held within six months after the end of each fiscal year, whereas a special shareholders’ meeting shall be convened whenever necessary. If agreed by the counterparty, the notification of a shareholders’ meeting can be made via e-mail. For those shareholders who hold less than 1,000 shares of the Company’s stock, the Company may notify them via announcement.
Article 12 If a shareholder cannot attend a shareholders’ meeting for any reason, he or she may appoint a proxy to attend the meeting on behalf of him or her in accordance with Article 177 of the Company Act, Paragraph 1 of Article 25-1 of the Securities and Exchange Act and the “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies”.
Article 13 For the Company’s shareholders, each share is entitled to one vote, but it is not limited to those that are restricted or have no voting right as listed in Paragraph 2 of Article 179 of the Company Act.
Article 14 Unless otherwise prescribed by the Company Act or stated by relevant laws and regulations, a resolution of a shareholders’ meeting shall be adopted by a majority vote of the shareholders present at the meeting and represent more than half of the total number of the issued shares, before implementation.
Article 15 All of the matters resolved in a shareholders’ meeting shall be recorded in the meeting minutes book which shall be signed or sealed by the chairperson and distributed to respective shareholders within 20 days after the meeting. The production and distribution of the meeting minutes book may be processed in an electronic form. The Company may also distribute the meeting minutes book via announcement. The meeting minutes book, attending shareholders’ attendance book and the letters of proxies shall be retained in the Company according to the laws and regulations.
Article 15-1 In case that the Company plans to revoke its public offering plan, it shall put it forth to the Board of Shareholders for resolution, and shall remain unchanged during the listing period.

Chapter 4 Directors and managerial officers

Article 16 The Company shall have nine to eleven directors and at least three independent directors with a term of three years. They shall be elected from those who have behavioral capacity in the Board of Shareholders and are eligible for re-election. The number of directors shall be determined by the Board meeting. The candidate nomination system shall be adopted for the election of the Company’s directors and independent directors, in which shareholders shall elect directors and independent directors according to the lists of director candidates. In case that a director cannot be present at a meeting for any reason, he or she shall appoint another director by law to attend the meeting on his or her behalf. The total shareholding ratio of the entire body of the Company’s directors shall be processed in accordance with the regulations set up by the securities management competent authorities. The matters regarding independent directors’ professional qualifications, shareholdings, restrictions on holding of concurrent positions, nomination, election method and other matters required to be followed shall be processed in accordance with the relevant regulations stipulated by the securities competent authorities.
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Article 16-1 According to Article 14-4 of the Securities and Exchange Act, the Company shall set up an audit committee. The audit committee shall be constituted by the entire body of independent directors, and the number of its members shall not be less than three, in which one of them shall be the convener and at least one of them shall be equipped with accounting or financial expertise. The audit committee or its members shall be responsible for exercising a supervisor’s power and authority as required by the Company Act, Securities and Exchange Act and other relevant laws and regulations.
Article 17 The Board of Directors is constituted by directors; a chairperson or a vice-chairperson shall be elected from among directors by passing a majority vote of the directors who are present at the meeting and represent more than two-thirds of the total directors. The chairperson shall externally represent the Company, and his or her rights shall be subject to laws, regulations, the Company’s Article of Incorporation, and the resolutions adopted by the Board of Shareholders and the Board of Directors.
Article 17-1 The notification of convening a Board meeting shall be sent to respective directors at least seven days prior to the meeting. However, in case of any emergency, the Company may convene a Board meeting at any time. The Company may convene its Board meeting by means of a written notice, e-mail or facsimile.
Article 18 The functions and authorities of the Board of Directors are as follows:
Determine the Company’s business directions.
Review budgets and settlements of final accounts.
Draft plans for profits distribution and loss recovering.
Lay down the capital increase or decrease plan.
Other authorities granted by statutory laws and regulations and the Board of Shareholders.
Article 19 Unless otherwise prescribed by the Company Act, any of the resolutions of the Board of Directors shall be adopted by a majority of the directors who are present at the meeting and represent a majority of the entire body of directors before implementation. All of the resolution matters shall be recorded in the meeting minutes which shall be signed or sealed by the chairperson and retained in the Company.
Article 20 In case that the chairperson is on leave or cannot exercise his or her power and authority for any reason, a deputy shall be selected in accordance with Paragraph 3 of Article 208 of the Company Act. If the Board of Directors adopts a video meeting, those directors who attend the video meeting shall be deemed to have attended the meeting in person.
Article 21 According to the resolution adopted by the Board of Directors, the Company shall have a general chief executive officer in charge of the business operation and operating policies for the Company and all of its associates and joint ventures. In addition, the Company may also have a general manger and several deputy general managers, and their appointment, dismissal and remuneration shall be processed in accordance with Article 29 of the Company Act.
Article 22 The Company shall pay a transportation allowance fee to its directors for their attendance of the meetings of the Board of Directors.
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The Company shall pay remuneration to its directors for their duty execution regardless of gain or loss of the Company’s business. The Board of Directors shall be authorized to determine the remuneration according to the status of a director’s duty execution and by referring to the practice of the peer group.

Article 22-1 The Company shall authorize its Board of Directors to purchase liability insurance for its directors within their term of office and according to their duty execution scope.
Article 22-2 The salaries, remuneration and transportation allowance fees of directors shall be reviewed by the remuneration committee.

Chapter 5 Accounting

Article 23 The Company’s fiscal year is from January 1 to December 31, and the financial statements shall be processed at the end of each fiscal year.
Article 24 At the end of each fiscal year, the Company’s Board of Directors shall prepare (1) the business report (2) the financial statements (3) the proposal of profits distribution or loss recovering, and submit the statements and documents above to the audit committee for examination, to the Board of Directors for approval, and finally to the regular shareholders’ meeting for acknowledgement.
Article 25 If the Company has any annual profit, it shall allocate an amount no less than 1% for employee compensation and no more than 5% as director remuneration. However, in the circumstance where the Company has accumulated loss, an allowance for the loss shall be set aside in advance.
The preceding employee compensation shall be distributed by stock or cash, and the recipients shall cover the employees of the subordinate companies meeting the terms set up by the Board of Directors. The preceding director remuneration shall be paid by cash only.
The preceding two issues shall be resolved by the Board of Directors, and reported to the Board of Shareholders.
Article 25-1 If the Company has any surplus, the tax in its financial statements will be paid first ,it shall first use the profit to cover accumulated loss, followed by setting 10% aside as the legal reserve. However, it is not limited to the situation where the legal reserve already reaches the Company’s total paid-in capital. Furthermore, a special reserve shall be allocated or reversed in accordance with operational requirements, statutory laws and regulations or competent authorities’ stipulations. Afterwards, the Board of Directors shall draft a profits distribution proposal for the remaining earnings along with the beginning undistributed earnings cumulative earnings available for distribution and put it forth to the shareholders’ meeting for resolution of shareholder dividend and bonus distribution.
- The Company authorizes the Board of Directors to distribute a portion or all of dividends, bonuses or legal reserve and capital surplus in cash by resolution adopted by a majority in a meeting attended by two-thirds or more of the Directors, and the distribution shall then be reported to the shareholders' meeting.
Article 26 The Company sets up its dividend policy in conjunction with its current and future development plan and by taking the investment environment, capital requirements and local and foreign competition status into account, whereas the Company also concurrently considers shareholders’ interests. The annual dividend payable to shareholders from the cumulative distributable surplus shall be not less than 20% of
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current year after-tax profit. The shareholder dividend and bonus can be distributed by either cash or stock, in which the cash dividend shall be no less than 20% of the total dividend amount.

Chapter 6 Supplementary Provisions

Article 27 Other matters not covered by the Articles of Incorporation shall be subject to the Company Act.

Article 28 The Articles of Incorporation was instituted on January 27, 1988 1[st] revision was made on June 28, 1988 2[nd] revision was made on March 23, 1989 3[rd] revision was made on March 7, 1990 4[th] revision was made on March 15, 1991 5[th] revision was made on May 15, 1991 6[th] revision was made on September 18, 1991 7[th] revision was made on September 18, 1993 8[th] revision was made on December 1, 1994 9[th] revision was made on January 11, 1997 10[th] revision was made on February 4, 1997 11[th] revision was made on April 21, 1997 12[th] revision was made on April 11, 1998 13[th] revision was made on May 15, 1998 14[th] revision was made on April 20, 1999 15[th] revision was made on June 16, 2000 16[th] revision was made on April 30, 2001 17[th] revision was made on November 12, 2001 18[th] revision was made on May 20, 2002 19[th] revision was made on March 31, 2003 20[th] revision was made on May 31, 2004 21[st] revision was made on June 17, 2005 22[nd] revision was made on June 14, 2006 23[rd] revision was made on June 15, 2007; however, the amended articles of Articles 6-1 and 6-2 regarding the expensing of employee bonus shall become effective from the date of announcement by the competent authorities (January 1, 2008). 24[th] revision was made on October 12, 2007 25[th] revision was made on June 13, 2008 26[th] revision was made on June 10, 2009 27[th] revision was made on June 10, 2009 28[th] revision was made on June 15, 2010 29[th] revision was made on June 15, 2011 30[th] revision was made on June 18, 2012 31[st] revision was made on June 14, 2013 32[nd] revision was made on June 24, 2014 33[rd] revision was made on June 16, 2016 34[rd] revision was made on June 16, 2017 35[rd] revision was made on June 18, 2019. 36[rd] revision was made on June 18, 2020.

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Attachment 3：Election Procedures for Board Directors

Excelsior Medical Co., Ltd. Election Procedures for Board Directors

Article 1

The Procedure is set up to elect the Company’s Board directors in a fair, impartial and transparent way in accordance with Articles 21 and 41 of the “Corporate Governance Best Practice Principles for TWSE/GTSM Listed Companies”.

Article 2

Unless otherwise stated by law or the Articles of Incorporation, the Company’s Board directors shall be elected according to the Procedure.

Article 3

The overall allocation of the Board of Directors shall be taken into account in any elections of the Company’s Board directors. The Board of Directors shall be diversely constituted, in which its operation, operating pattern and development requirements shall be covered to set up adequate and diversified guidelines. The content shall include but not limited to the following two aspects:

Basic terms and values: gender, age, nationality, culture, etc.
Professional knowledge and skills: professional background (e.g. law, accounting, property, finance, marketing or technology), professional skills, industrial experience, etc.

The Board directors shall be generally equipped with the knowledge, skills and quality required for their duty execution. The overall abilities required of them include:

Operational judgment
Accounting and financial analysis
Operational management
Crisis management
Industrial knowledge
International market perspectives
Leadership
Decision making

A majority of the seats of directors shall not be taken up by directors’ spouses or persons within second degree of kinship with the directors.

The Company’s Board of Directors shall adjust the constitution of the Board directors in accordance with the results of the performance evaluation.

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Article 4

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

Any election of the Company’s independent directors 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 follow Article 24 of the “Corporate Governance Best Practice Principles for TWSE/GTSM Listed Companies”.

Article 5

The Company’s directors shall be elected in accordance with the candidate nomination system procedure prescribed by Article 192-1 of the Company Act. In order to review the qualifications, educational background and work experience of director candidates and find out whether they encounter the circumstances listed in Article 30 of the Company Act, the certification documents for other qualifications shall not be discretionarily added to the list, whereas the review results shall be offered to shareholders as reference for electing qualified directors.

If a director is dismissed for any reason, resulting in the number of directors less than 5, the Company shall hold a by-election for the vacancy in the next shareholders’ meeting. However, if the number of the director vacancies is more than one third of the seats required by the Articles of Incorporation, the Company shall hold a special shareholders’ meeting to fill up the vacancies within 60 days after the day that the fact occurs.

If the number of independent directors is less than that required by the proviso of Paragraph 1 of Article 14-2 of the Securities and Exchange Act, the regulations in relation to Taiwan Stock Exchange Corporation Rules Governing Review of Securities Listings, or Subparagraph 8 of the “Standards for Determining Unsuitability for TPEx Listing under Article 10-1 of Taipei Exchange Rules Governing the Review of Securities for Trading on the TPEx”, a by-election for the vacancies of independent directors shall be held in the next shareholders’ meeting. In the event that all the independent directors are dismissed, the Company shall convene a special shareholders’ meeting for a by-election within 60 days after the day that the fact occurs.

Article 6

The Company shall adopt a cumulative voting system to elect its directors, with which the number of the votes exercisable in respect of each share shall be same as the number of directors to be elected, and the total number of votes per share can be consolidated for election of one candidate or split for election of more candidates.

Article 7

The Board of Directors shall prepare the ballots which shall be consistent with the number of the directors to be elected, and additionally add the weighted voting shares on the ballots. The ballots shall be distributed to the shareholders attending the shareholders’ meeting. Voter’s name may be replaced by the attendance card No. printed on their ballot.

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Article 8

According to the numbers of the seats prescribed by the Articles of Incorporation, the Company shall calculate the weighted voting shares of independent directors and non-independent directors respectively. The candidates who acquire the cast ballots standing for more weighted voting shares shall win the seats available. In case that two or more candidates acquire the same number of weighted voting shares of cast ballots resulting in exceeding the specified number of seats available, such candidates shall draw lots to decide who win/wins the seat(s). For those candidates who are not present at the meeting, the chairperson shall draw lots on behalf of them.

Article 9

Prior to election, the chairperson shall appoint several ballot examiners and counters from shareholders to perform election related duties. The Board of Directors shall prepare ballot boxes which shall be publicly examined on the site by ballot examiners prior to vote casting.

Article 10

If the election candidate is also a shareholder, the voter shall fill the candidate’s account name and shareholder account number in the candidate column on the ballot. If, on the other hand, the candidate is not a shareholder, the voter shall fill in the candidate’s name and ID No. instead. However, if the candidate is a government or institutional shareholder, the name of the government shareholder or institutional shareholder shall be filled in the candidate account name column on the ballot, or the government or institutional shareholder’s name and its representative’s name can also be put in the column. If a government or institutional shareholder has several representatives, all of the representatives’ names shall be filled in the column respectively.

Article 11

In case of any of the following circumstances, the ballot shall be void:

The ballot is not the one prepared by the Board of Directors.
The ballot put into the ballot box is left blank.
The writing on the ballot is illegible or has been altered.
For the candidate who is a shareholder, his or her shareholder account name and number are inconsistent with what are shown in the shareholders list. For the candidate who is not a shareholder, his or her name and ID No. are found inconsistent after checking.
There are texts other than the candidate’s shareholder account name (name) or shareholder account number (ID No.) and the number of the distributed voting shares.
The filled candidate’s name is same as another shareholder’s name, and neither shareholder account No. nor ID No. is filled in for discrimination.
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Article 12

The ballots shall be calculated on the spot after the voting is finished, and the voting results, including the director-elect list and their weighted voting shares, shall be announced by the chairperson on the spot.

The ballots cast for the preceding election matters shall be sealed and signed by the ballot examiner, and properly retained for at least one year. However, those that are involved in the litigation filed by a shareholder in accordance with Article 189 of the Company Act shall be retained until closure of such litigation.

Article 13

The Company’s Board of Directors shall issue a notice of being elected to each director-elect.

Article 14

The Procedures shall come into effect upon adoption by the Board of Shareholders. The same shall apply in case of any revision.

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Attachment 4：Business Report

Business Report

Dear Shareholders,

First of all, I would like to thank you for sparing the time to attend the Company’s annual shareholders’ meeting. It allows our management team to elaborate on our 2021 business performance and the outlook, in person. I hereby represent our management team and the entire staff to express our sincere welcome to you. Your opinions and comments will be highly appreciated.

The COVID-19 pandemic that has spread rapidly across the globe in the past two years has had a severe impact on the global economy. Due to the proper control of the pandemic, its effect on Taiwan’s economy was relatively insignificant. However, the unlimited Quantitative Easing (QE) policy that the Federal Reserve System in the US took in order to save the stock markets and foreign exchange markets caused a huge amount of funds to outflow to other countries, including Taiwan, which led to large fluctuations in Taiwan’s stock market and foreign exchange market. The Company is a larger medical products and systematic integration provider in Taiwan. Due to the attributes of related business, compared with other industries, we were less affected by the change of the overall economy. We will take this favorable opportunity to maintain our competitive advantage in the future.

The Company’s 2021 operating results and 2022 business plan are reported as follows: I. Report on the 2021 operating results

2021 operating results
(1) Individual statement of comprehensive income

		Unit: NT dollars in thousands	Unit: NT dollars in thousands
Item	2021	2020	Increase (decrease) percentage
Operatingrevenue	4,373,194	4,199,740	4.13%
Grossprofit	719,410	685,656	4.92%
Net operating income	344,234	319,114	7.87%
Non-operating income and expenses	371,835	353,895	5.07%
Profit before tax	716,069	673,009	6.40%
Profit after tax	607,149	571,670	6.21%
Other comprehensive income (loss)	(28,494)	(58,374)	(51.19%)
Total comprehensive income	578,655	513,296	12.73%

i. The increase in operating revenue, gross profit, and net operating income compared to the previous year were mainly due to the increase in sales of surgery products and home appliances, and the increase in gross profit due to the depreciation of import foreign exchange rate.

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ii. The increase in non-operating income and expenses compared to the previous year was mainly attributable to the influence of “Share of profit of subsidiaries, associates and joint ventures accounted for using equity method”.
iii. The decrease in other comprehensive loss and the increase in the total comprehensive income compared to the previous year was mainly attributable to the influence of “Exchange differences on translation”.
(2) Consolidated statement of comprehensive income

Unit: NT dollars in thousands

Item	2021	2020	Increase (decrease) percentage
Operatingrevenue	6,573,152	6,675,494	(1.53%)
Grossprofit	1,372,619	1,306,498	5.06%
Net operating income	595,026	529,070	12.47%
Non-operating income and expenses	278,710	300,313	(7.19%)
Profit before tax	873,736	829,383	5.35%
Profit after tax	722,289	669,086	7.95%
Other comprehensive income (loss)	(35,162)	(28,296)	24.26%
Total comprehensive income	687,127	640,790	7.23%

i. The decrease in operating revenue compared to the previous year were mainly due to the decrease in sales and promotion of pharmaceutical products; however, the overall gross profit margin increased due to the depreciation of import foreign exchange rate and the growth in sales of high-margin daily beauty products and services, resulting in an increase in gross profit and net operating profit compared with the previous year.
ii. The decrease in non-operating income and expenses compared to the previous year was mainly attributable to the influence of interest income and “Share of profit of associates and joint ventures accounted for using equity method”.
iii. The increase in other comprehensive loss compared to the previous year was mainly attributable to the influence of “Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income”.
Status of budget implementation: this is not applicable since the Company did not prepare any financial forecast.
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3. Status of cash flows

(1)Individual statement of cash flows

Status of cash flows (1)Individual statement of cash flows	Status of cash flows (1)Individual statement of cash flows	Status of cash flows (1)Individual statement of cash flows
Unit: NT dollars in thousands
Item	2021	Description
Beginning cash balance	439,605	The balance of the 2020 final account.
Net cash flows from operating activities	278,146	Mainly resulting from the current year profit from operations, and the increase in accounts receivable.
Net cash flows from investment activities	137,193	Mainly resulting from the increase in dividends received.
Net cash used in from financingactivities	(346,967)	Mainly resulting from the cash dividends distribution.
Cash balance at the end of theyear	507,977	The balance of the 2021final account.

(2)Consolidated statement of cash flows

Unit: thousand NT dollars

		Unit: thousand NT dollars
Item	2021	Description
Beginning cash balance	2,618,464	The balance of the 2020 final account.
Net cash flows from operating activities	945,049	Mainly resulting from the current year profit from operations and the increase in otherpayables.
Net cash flows from investment activities	144,125	Mainly resulting from proceeds from disposal of financial assets at amortized cost.
Net cash used in from financingactivities	(593,908)	Mainly resulting from the cash dividends distribution.
Impact of changes in exchange rates	(41,466)	Effect of Exchange rate changes.
Cash balance at the end of theyear	3,072,264	The balance of the 2021 final account.

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4. Analysis and comparison of profitability

(1) Analysis of individual profitability

Item	2021	2020	Description
Return on assets (%)	6.9	6.7	The increase in profit after tax in 2021 mainly resulting from the increase in operating revenue and the increase in “Share of profit of subsidiaries, associates and joint ventures accounted for using equity method”.
Return on equity(%)	7.9	7.9	The return on equity in the two years is nearlythe same.
Ratio of before-tax profit to the paid-in capital(%)	50.7	47.7	The increase in profit before tax in 2021 mainly resulting from the increase in operating revenue and the increase in “Share of profit of subsidiaries, associates and joint ventures accounted for using equity method”.
Net profit margin (%)	13.9	13.6	The increase in profit after tax in 2021 mainly resulting from the increase in operating revenue and the increase in “Share of profit of subsidiaries, associates and joint ventures accounted for using equity method”.
Basic after-tax earnings per share (NT$) (note)	4.30	4.06	The increase in profit after tax in 2021 mainly resulting from the increase in operating revenue and the increase in “Share of profit of subsidiaries, associates and joint ventures accounted for using equity method”.

Note: analysis made according to the net profit after tax with weighted-average shares outstanding.

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(2) Analysis of consolidated profitability

Item	2021	2020	Description
Return on assets (%)	5.0	4.9	The increase in profit after tax in 2021 mainly resulting from the depreciation of import foreign exchange rate and the growth in sales of high-margin daily beauty products and services.
Return on equity(%)	7.5	7.3	The increase in profit after tax in 2021 mainly resulting from the depreciation of import foreign exchange rate and the growth in sales of high-margin daily beauty products and services.
Ratio of before-tax profit to the paid-in capital(%)	61.9	58.8	The increase in profit before tax in 2021 mainly resulting from the depreciation of import foreign exchange rate and the growth in sales of high-margin daily beauty products and services.
Net profit margin (%)	11.0	10.0	The increase in profit after tax in 2021 mainly resulting from the depreciation of import foreign exchange rate and the growth in sales of high-margin daily beauty products and services.
Basic after-tax earnings per share (NT$) (note)	4.30	4.06	The increase in profit after tax in 2021 mainly resulting from the depreciation of import foreign exchange rate and the growth in sales of high-margin daily beauty products and services.

Note: analysis made according to the net profit after tax with weighted-average shares outstanding.

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5. R&D status

As the Company is not in the manufacturing industry, it has not set up a dedicated R&D division. Instead, its respective business divisions are responsible for expanding the business scopes through agencies and sales distributors of medical care-related sectors.

II. The 2022 business plan

(1) Reinforce investment deployment: The Company plans to further develop the medical market in Taiwan and actively seek for medical business partners. The Company plans to expand sources of profit by integrating the resources throughout the supply chain in the medical market and enhancing channel distribution via investments, while at the same time, actively expand to the dialysis market in Southeast Asia, and plan to advance the manufacturing market via dialysis solution plant in Malaysia.
(2) Brand strategy: Promote the privately-owned brand of the “ULTRACLEAN” Cubic Air, the Series of healthy home appliances, and cooperate with Korean leading bio-tech manufacturer, Caregen Co., Ltd. (hereafter referred to as “Caregen”) to promote DR CYJ hair-growth brand products.
(3) Develop long-term care in communities: in line with the government's 10-year long-term care plan, the Company plans to establish an integrated long-term care network by actively planning and establishing a long-term care corporation and expanding of community-based long-term care service locations. In addition, the Company also aims to strengthen a tiered service and healthcare model which provides both medical and caring services to satisfy members of the public with caring needs.
(4) Develop medical real estate and equipment lease service: by integrating the professional traits of asset management, the Company will continue to develop medical real estate and equipment lease services to maximize the synergies for its affiliates.
(5) Hedge currency risk: As the global stock and foreign exchange markets are facing critical volatility, a large amount of funds flows into Taiwan, making the appreciation of the new Taiwan dollar and benefitting import industry. The company will reduce the currency risk by using foreign currency hedge instruments in the environment.

III. Future corporate development strategies

In response to the changes of the market environment, while striving to increase the market share of hemodialysis and surgical products, the Company plans to continuously introduce the relevant medical consumables and equipment, cultivate the medical market channels, integrate the resources of its affiliates, use diversified extension of strategic alliances and strengthen competitiveness to achieve the goal of building a holistic healthcare holding company, and continue to provide comprehensive health service for the healthcare industry in the spirit of “attentiveness, independence, innovation, and forward-looking.”

In prospect, the Company and our affiliates will continue to work toward diversified development, including the introduction of new generation dialysis machine, health care home appliances (including larger home appliances and air purifiers), and aesthetic medical such as Picoway picosecond laser, Neuronox, Animers, Hyadermis hyaluronic acid filler, AestheFill collagen filler, Prima Laser and DR CYJ hair product.

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In terms of pharmaceutical logistics, besides striving to collaborate with international principals to actively obtain products, this year will apply for GMP and GDP certification for medical supplies to enhance our professional logistics services. As for long-term care system 2.0, the Company was expand long-term care service locations by integrating medical services, caregivers and home-based services in response to the government's 10-year long-term care plan. Furthermore, the Company is also continuing to focus on the government's New Southbound Policy by reinvesting in a dialysis solution plant in Malaysia, it will cooperate with the group's policy to expand the dialysis market in Southeast Asia.

IV. The influences of the external competitive environment, regulatory environment and overall business environment

According to the research report of the Industrial Economics & Knowledge Center (IEK) of ITRI, the global population aged 65 years or older is expected to peak in 2011-2029. The National Development Council also announced that the proportion of the elderly in Taiwan exceeded 16% of the total population in 2021, it is estimated that it will enter the “aged society” defined by the international definition in 2025. According to the information released by the Ministry of the Interior, as of the end of 2021, the number of elderly people (65 years or older) in Taiwan reached 3,939,033, for an increase of 151,718 compared to that at the end of 2020, and accounting for 16.85% of the total population (23,375,314) . The drastic rise of elderly population has made it necessary for young and middle-aged people to seriously face the retired life and health care of their own and their elders, and plan in advance for the elderly health care to meet the needs of the future market. Therefore, in line with the “Ten-Year Long-Term Care Program”, “Long-Term Care Service Network Program”, and the “Long-Term Care Capacity Improvement Program” promoted by the Government, the Company will build a complete long-term health care system in stages.

With the increase in Taiwan’s national income and economic growth in recent years, people are paying more attention to their health, and as the result of population aging and the increase in the number of patients with chronic diseases such as obesity, diabetes, and hypertension, the demand for medical care and related products has increased significantly. Driven by the dynamic adjustment and growth trend of medical supply and demand structure, the Company can bring greater development opportunities to the medical industry.

Fu Hui-Tung, Chairman

Chang, Ming-Cheng, General Manager

Chou Cheng-Hsiao, Accounting Chief

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Attachment 5：Audit Committee’s Review Report

Excelsior Medical Co., Ltd.

Audit Committee’s Review Report

The Board of Directors has prepared the Company's 2021 Business Report, Financial Statements, and proposal for earning distribution. The CPA firm of KPMG has audit Excelsior Medical Co., Ltd. Financial Statements and has issued an audit report relating to the Financial Statements.

The Business Report, Financial Statements, and earning distribution proposal have been reviewed and determined to be correct and accurate by the Audit Comrnittee members of Excelsior Medical Co., Ltd.. According to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Law, we hereby submit this report.

For your adoption.

The 2022 Annual Shareholders’ Meeting

Excelsior Medical Co., Ltd.

Chairman of the Audit Committee: Chan Tzu-Sheng

March 11, 2022

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Attachment 6：Financial Reports

Independent Auditors ’ Report

To the Board of Directors of Excelsior Medical Co., Ltd.:

Opinion

We have audited the financial statements of Excelsior Medical Co., Ltd.(“the Company”), which comprise the balance sheets as of December 31, 2021 and 2020, the statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the reports of other auditors (please refer to Other Matter paragraph), the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2021 and 2020, and its financial performance and its cash flows for the year then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China (“the Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. Based on our audits and the report of other auditors, we believe that the audit evidence we have obtained, is sufficient and appropriate to provide a basis of our opinion.

Key Audit Matters

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

Impairment Assessment on Receivables

Please refer to Note (4)(f) for accounting policies of account receivable allowance provision.

Description of key audit matter:

The management of the Company performed its assessment based on the default risk of accounts receivable and the rate of expected loss. Because the assessment of impairment loss of receivables involves critical accounting estimates, which are subject to the judgment of the management, the assessment of the impairment loss of receivables is deemed to be a key audit matter.

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How the matter was addressed in our audit:

Our main audit procedures in response to the assessment of the impairment of receivables were assessing the reasonableness of the methodology and assumptions used by the management for the impairment assessment of receivables and whether the methodology was adopted consistently, testing the reasonableness of the information used by the management for assessing the impairment of receivables, reviewing the accuracy of the calculation of the allowance for receivables, and evaluating the adequacy of the Company’s disclosure for impairment of receivables.

Other Matter

We did not audit the financial statements of certain subsidiaries, associates and joint ventures, which represented investment in other entities accounted for using the equity method of the Company. Those statements were audited by other auditors, whose reports has been furnished to us, and our opinion, insofar as it relates to the amounts included for such entities, is based solely on the report of other auditors. The investments in such entities accounted for using the equity method were NT$138,000 thousand and NT$146,436 thousand, constituting 2% and 2% of the total assets at December 31, 2021 and 2020, respectively, and the related share of profit of subsidiaries, associates and joint ventures accounted for using the equity method amounted to NT$14,488 thousand and NT$29,466 thousand, constituting 2% and 4% of total profit before tax for the years then ended, respectively.

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

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

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

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

Auditor ’ s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in 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 financial statements.

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As part of an audit in accordance with auditing standards generally accepted in 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 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 Company’s internal control.
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 Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

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

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

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From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’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.

The engagement partners on the audit resulting in this independent auditors’report are Tsao-Jen Wu and Wan-Wan Lin.

KPMG

Taipei, Taiwan (Republic of China) March 11, 2022

Notes to Readers

The accompanying parent company only financial statements are intended only to present the statement of financial position, financial performance and its cash flows in accordance with the 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 parent company only financial statements are those generally accepted and applied in the Republic of China.

The independent auditors’report and the accompanying parent company only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’report and parent company only financial statements, the Chinese version shall prevail.

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(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD.

BALANCE SHEETS

DECEMBER 31, 2021 AND 2020

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

December 31, 2021 Amount % $ 507,977 6 - - 68,492 1 328,309 4 762,298 8 1,195 - 612,900 7 18,188 -	December 31, 2021	December 31, 2021	December 31, 2021
	Amount	%	Amount
2,299,359 26	1,148,531 13 833,551 10
271,479 3 6,167,751 68 183,703 2 11,895 - 3,755 - 100,185 1 8,970 - 10,339 - 14,834 -	175,674 2 141,842 2 9,510 - 2,957 - 166 - 166 -
	185,350 2 144,965 2
	1,333,881 15 978,516 12
	1,411,490 16 1,411,490 16 3,276,107 36 3,276,107 38 3,192,892 35 3,017,380 35 (142,100) (2) (114,080) (1)
6,772,911 74
	7,738,389 85 7,590,897 88
$ 9,072,270 100	$ 9,072,270 100 8,569,413 100

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(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE) EXCELSIOR MEDICAL CO., LTD.

STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, EXCEPT EARNINGS PER SHARE)

For the Y	ears End	ed December 31,	% 100 84
2021	% 100 84	2020
Amount $ 4,373,194 3,652,377		Amount 4,199,740 3,514,008
720,817 121,722 120,315	16 3 3	685,732 110,977 110,901	16 3 3
719,410	16	685,656	16
214,653 163,148 (2,625)	5 3 -	206,919 158,015 1,608	5 3 -
375,176	8	366,542	8
344,234	8	319,114	8
624 4,082 10,616 (572) 357,085	- - - - 8	1,246 6,329 8,456 (560) 338,424	- - - - 8
371,835	8	353,895	8
716,069 108,920	16 2	673,009 101,339	16 2
607,149	14	571,670	14
2,572 25,284 5,695 972	- 1 - -	1,572 (18,238) 50,905 1,147	- - 1 -
32,579	1	33,092	1
(73,200) (2,513) (14,640)	(2) - -	(110,137) (3,356) (22,027)	(3) - (1)
(61,073)	(2)	(91,466)	(2)
(28,494)	(1)	(58,374)	(1)
$ 578,655	13	513,296	13
$	4.30		4.06
$	4.28		4.04

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(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE) EXCELSIOR MEDICAL CO., LTD.

STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Share capital Ordinary shares $ 1,281,490 - -	Capital surplus		Retained earnings		Total other equity interest Exchange Unrealized gains (losses) from financial assets measured at fair differences on translation of foreign financial statements value through other comprehensive income (107,903) 51,554 - - (91,466) 34,036	Total other equity interest Exchange Unrealized gains (losses) from financial assets measured at fair differences on translation of foreign financial statements value through other comprehensive income (107,903) 51,554 - - (91,466) 34,036	Total equity 6,946,341 571,670 (58,374)
		Legal reserve 727,039 - -	Special reserve 26,629 - -	Unappropriated retained earnings
-	-	-	-	570,726	(91,466)	34,036	513,296
- - - - 130,000 - -	- - - 333 455,000 3,967 -	51,476 - - - - - -	- 29,720 - - - - -	(51,476) (29,720) (465,792) 7,490 - 262 301	- - - - - - -	- - - - - - (301)	- - (465,792) 7,823 585,000 4,229 -
1,411,490 - -	3,276,107 - -	778,515 - -	56,349 - -	2,182,516 607,149 3,617	(199,369) - (61,073)	85,289 - 28,962	7,590,897 607,149 (28,494)
-	-	-	-	610,766	(61,073)	28,962	578,655
- - - - - -	- - - - - -	57,878 - - - - -	- 57,731 - - - -	(57,878) (57,731) (494,021) 62,440 418 (4,091)	- - - - - -	- - - - - 4,091	- - (494,021) 62,440 418 -
$ 1,411,490	3,276,107	836,393	114,080	2,242,419	(260,442)	118,342	7,738,389

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(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE) EXCELSIOR MEDICAL CO., LTD.

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Cash flows from operating activities: Profit before tax Adjustments: Adjustments to reconcile profit (loss): Depreciation expense Amortization expense Expected credit loss (gain) Net loss (gain) on financial assets or liabilities at fair value through profit or loss Interest expense Interest income Dividend income Share of profit of subsidiaries, associates and joint ventures accounted for using equity method Unrealized profit from sales Realized profit from sales Others Total adjustments to reconcile profit Changes in operating assets and liabilities: Changes in operating assets: Notes receivable Accounts receivable Accounts receivable due from related parties Other receivables Inventories Net defined benefit asset Other current assets Total changes in operating assets Changes in operating liabilities: Notes payable Accounts payable Other payables Other current liabilities Other operating liabilities Total changes in operating liabilities Total changes in operating assets and liabilities Total adjustments Cash inflow generated from operations Interest received Income taxes paid Net cash flows from operating activities	For the Years Ended December 31,	For the Years Ended December 31,
	2021 $ 716,069 26,201 2,268 (2,625) 6,640 572 (624) (4,082) (357,085) 121,722 (120,315) (171)	2020 673,009 23,759 2,270 1,608 200 560 (1,246) (6,329) (338,424) 110,977 (110,901) 400
	(327,499)	(317,126)
	(7,284) (11,362) (115,064) 2,611 (57,644) (799) (7,133)	8,238 991 (22,063) 971 (60,184) (843) 5,646
	(196,675)	(67,244)
	2 114,800 25,398 17,301 -	(4,388) (94,137) 4,050 1,864 (28)
	157,501	(92,639)
	(39,174)	(159,883)
	(366,673)	(477,009)
	349,396 624 (71,874)	196,000 1,961 (67,858)
	278,146	130,103

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(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE) EXCELSIOR MEDICAL CO., LTD.

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Cash flows from investing activities: Proceeds from disposal of financial assets at fair value through other comprehensive income Acquisition of financial assets at fair value through profit or loss Acquisition of investments accounted for using equity method Acquisition of property, plant and equipment Acquisition of intangible assets (Increase) decrease in other financial assets Increase in other non-current assets Dividends received Net cash flows (used in) from investing activities Cash flows from financing activities: Increase in short-term borrowings Decrease in short-term borrowings Cash dividends paid Capital increased by cash Interest paid Payment of lease liabilities Net cash flows (used in) from financing activities Net decrease in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period		For the Years Ended December 31, 2021 2020 39,818 1,006 (5,847) (320) - (183,252) (5,011) (920) (3,713) (1,369) (1,197) (384) (8,367) (754) 121,510 81,808 137,193 (104,185) 150,000 - - (450,000) (494,021) (465,792) - 585,000 (543) (924) (2,403) (3,793) (346,967) (335,509) 68,372 (309,591) 439,605 749,196 $ 507,977 439,605	For the Years Ended December 31, 2021 2020 39,818 1,006 (5,847) (320) - (183,252) (5,011) (920) (3,713) (1,369) (1,197) (384) (8,367) (754) 121,510 81,808 137,193 (104,185) 150,000 - - (450,000) (494,021) (465,792) - 585,000 (543) (924) (2,403) (3,793) (346,967) (335,509) 68,372 (309,591) 439,605 749,196 $ 507,977 439,605
		2021 39,818 (5,847) - (5,011) (3,713) (1,197) (8,367) 121,510 137,193 150,000 - (494,021) - (543) (2,403) (346,967) 68,372 439,605 $ 507,977

			(104,185)
			- (450,000) (465,792) 585,000 (924) (3,793)
			(335,509)
			(309,591) 749,196
			439,605

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Independent Auditors ’ Report

To the Board of Directors of Excelsior Medical Co., Ltd.:

Opinion

We have audited the consolidated financial statements of Excelsior Medical Co., Ltd. and its subsidiaries (“the Group”), which comprise the consolidated statement of financial position as of December 31, 2021 and 2020, the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the reports of other auditors (please refer to Other Matter paragraph), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2021 and 2020, and its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), Interpretations developed by the International Financial Reporting Interpretations Committee (“IFRIC”) or the former Standing Interpretations Committee (“SIC”) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants and the auditing standards generally accepted in 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 Group in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China (“the Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. 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 of our opinion.

Key Audit Matters

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

Impairment Assessment on Receivables

Please refer to Note (4)(g) for accounting policies of account receivable allowance provision.

- 45 -

Description of key audit matter:

The management of the Group performed its assessment based on the default risk of accounts receivable and the rate of expected loss. Because the assessment of impairment loss of receivables involves critical accounting estimates, which are subject to the judgment of the management, the assessment of the impairment loss of receivables is deemed to be a key audit matter. How the matter was addressed in our audit:

Our main audit procedures in response to the assessment of the impairment of receivables were assessing the reasonableness of the methodology and assumptions used by the management for the impairment assessment of receivables and whether the methodology was adopted consistently, testing the reasonableness of the information used by the management for assessing the impairment of receivables, reviewing the accuracy of the calculation of the allowance for receivables, and evaluating the adequacy of the Group’s disclosure for impairment of receivables.

Other Matter

We did not audit the financial statements of certain subsidiaries included in the consolidated financial statements of the Group. Those statements were audited by other auditors, whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts included for such subsidiaries, is based solely on the report of other auditors. As of December 31, 2021 and 2020, the total assets of these subsidiaries were NT$446,627 thousand and NT$442,964 thousand, constituting 3% and 3% of consolidated total assets, respectively. The total operating revenues of these subsidiaries for the year ended December 31, 2021 and 2020 were NT$253,352 thousand and NT$252,013 thousand, constituting 4% and 4% of consolidated total operating revenues, respectively. We also did not audit the financial statements of certain associates and joint ventures, which represented investment in other entities accounted for using the equity method of the Group. Those statements were audited by other auditors, whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts included for such entities, is based solely on the reports of other auditors. As of December 31, 2021 and 2020, the carrying amounts of these investments were NT$550,602 thousand and NT$546,435 thousand, constituting 4% and 4% of consolidated total assets, respectively. The share of comprehensive income of associates and joint ventures accounted for using the equity method for the years ended December 31, 2021 and 2020, amounted to NT$100,402 thousand and NT$107,286 thousand, were constituting 15% and 17% of consolidated total comprehensive income, respectively.

Excelsior Medical Co., Ltd. has prepared its parent-company-only financial statements as of and for the years ended December 31, 2021 and 2020, on which we have issued an unmodified opinion with an Other Matter paragraph.

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

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

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

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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 auditing standards generally accepted in 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.

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 Group’s internal control.
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 Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our 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 Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Group 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.

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From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ 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.

The engagement partners on the audit resulting in this independent auditors’ report are Tsao-Jen Wu and Wan-Wan Lin.

KPMG

Taipei, Taiwan (Republic of China) March 11, 2022

Notes to Readers

The accompanying consolidated financial statements are intended only to present the consolidated statement of financial position, financial performance and cash flows in accordance with the 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 consolidated financial statements are those generally accepted and applied in the Republic of China.

The independent auditors’ report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ report and consolidated financial statements, the Chinese version shall prevail.

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(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2021 AND 2020

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

December 31, 2021 Amount % $ 3,072,264 20 - - 682,603 5 256,809 2 290,515 2 1,361,094 9 2,566,629 17 910,243 6 16,793 - 150,593 1	December 31, 2021	December 31, 2021	December 31, 2021
	Amount	%	Amount
9,307,543 62	4,955,029 33 4,019,932 28
701,541 5 2,629,538 17 636,488 4 277,673 2 1,019,102 7 33,004 - 202,413 1 17,269 - 12,021 - 227,114 2 41,294 -	176,695 1 156,960 1 209,782 2 225,457 2 12,474 - 17,248 - 5,308 - 5,331 -
	404,259 3 404,996 3
	5,359,288 36 4,424,928 31
	1,411,490 9 1,411,490 10 3,276,107 22 3,276,107 24 3,192,892 21 3,017,380 22 (142,100) (1) (114,080) (1)
5,797,457 38
	7,738,389 51 7,590,897 55 2,007,323 13 1,988,807 14
	9,745,712 64 9,579,704 69
$ 15,105,000 100	$ 15,105,000 100 14,004,632 100

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(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, EXCEPT EARNINGS PER SHARE)

For the Y	ears Ende	d December 31,	% 100 80
2021	% 100 79	2020
Amount $ 6,573,152 5,199,126		Amount 6,675,494 5,368,920
1,374,026 121,722 120,315	21 2 2	1,306,574 110,977 110,901	20 2 2
1,372,619	21	1,306,498	20
509,139 261,402 7,052	8 4 -	495,902 278,617 2,909	8 4 -
777,593	12	777,428	12
595,026	9	529,070	8
10,692 24,940 18,406 (8,761) 233,433	- - - - 4	23,255 32,248 13,550 (10,768) 242,028	- - - - 4
278,710	4	300,313	4
873,736 151,447	13 2	829,383 160,297	12 2
722,289	11	669,086	10
5,401 6,516 22,735 (761)	- - - -	681 47,852 26,868 3,756	- 1 - -
35,413	-	71,645	1
(118,494) 31,647 (16,272)	(2) 1 -	(171,023) 46,876 (24,206)	(2) 1 -
(70,575)	(1)	(99,941)	(1)
(35,162)	(1)	(28,296)	-
$ 687,127	10	640,790	10
$ 607,149 115,140	9 2	571,670 97,416	9 1
$ 722,289	11	669,086	10
$ 578,655 108,472	9 1	513,296 127,494	8 2
$ 687,127	10	640,790	10
$	4.30		4.06
$	4.28		4.04

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(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE) EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

			Equity attributable to owners of parent	Equity attributable to owners of parent			Equity attributable to owners of parent 6,946,341	Non-controlling interests 1,685,571	Total equity 8,631,912
Share capital Ordinary shares $ 1,281,490	Capital surplus		Retained earnings		Total other equity interest Unrealized gains Exchange differences on translation of foreign financial statements (losses) from financial assets measured at fair value through other comprehensive income (107,903) 51,554
					Exchange differences on translation of foreign financial statements (107,903)
		Legal reserve 727,039	Special reserve 26,629	Unappropriated retained earnings
- -	- -	- -	- -	571,670 (944)	- (91,466)	- 34,036	571,670 (58,374)	97,416 30,078	669,086 (28,296)
-	-	-	-	570,726	(91,466)	34,036	513,296	127,494	640,790
- - - - 130,000 - - -	- - - 333 455,000 3,967 - -	51,476 - - - - - - -	- 29,720 - - - - - -	(51,476) (29,720) (465,792) 7,490 - 262 - 301	- - - - - - - -	- - - - - - - (301)	- - (465,792) 7,823 585,000 4,229 - -	- - - - - - 175,742 -	- - (465,792) 7,823 585,000 4,229 175,742 -
1,411,490 - -	3,276,107 - -	778,515 - -	56,349 - -	2,182,516 607,149 3,617	(199,369) - (61,073)	85,289 - 28,962	7,590,897 607,149 (28,494)	1,988,807 115,140 (6,668)	9,579,704 722,289 (35,162)
-	-	-	-	610,766	(61,073)	28,962	578,655	108,472	687,127
- - - - - - -	- - - - - - -	57,878 - - - - - -	- 57,731 - - - - -	(57,878) (57,731) (494,021) 62,440 418 - (4,091)	- - - - - - -	- - - - - - 4,091	- - (494,021) 62,440 418 - -	- - - - - (89,956) -	- - (494,021) 62,440 418 (89,956) -
$ 1,411,490	3,276,107	836,393	114,080	2,242,419	(260,442)	118,342	7,738,389	2,007,323	9,745,712

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(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE) EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Cash flows from operating activities: Profit before tax Adjustments: Adjustments to reconcile profit (loss): Depreciation expense Amortization expense Expected credit loss Net loss (gain) on financial assets or liabilities at fair value through profit or loss Interest expense Interest income Dividend income Share-based payments Share of profit of associates and joint ventures accounted for using equity method (Gain) loss on disposal of property, plan and equipment Impairment loss on non-financial assets Unrealized profit from sales Realized profit from sales Others Total adjustments to reconcile profit Changes in operating assets and liabilities: Changes in operating assets: Notes receivable Accounts receivable Other receivables and notes Inventories Net defined benefit asset Other current assets Other operating assets Total changes in operating assets Changes in operating liabilities: Contract liabilities Notes payable Accounts payable Other payables Other current liabilities Net defined benefit liability Other operating liabilities Total changes in operating liabilities Total changes in operating assets and liabilities Total adjustments Cash inflow generated from operations Interest received Income taxes paid Net cash flows from operating activities	For the Years Ended December 31, 2021 2020 $ 873,736 829,383 198,633 162,691 4,321 4,776 7,052 2,909 6,640 200 8,761 10,768 (10,692) (23,255) (19,320) (23,231) - 4,152 (233,433) (242,028) (5) 100 - 4,282 121,722 110,977 (120,315) (110,901) (1,804) 71	For the Years Ended December 31, 2021 2020 $ 873,736 829,383 198,633 162,691 4,321 4,776 7,052 2,909 6,640 200 8,761 10,768 (10,692) (23,255) (19,320) (23,231) - 4,152 (233,433) (242,028) (5) 100 - 4,282 121,722 110,977 (120,315) (110,901) (1,804) 71
	2021 $ 873,736 198,633 4,321 7,052 6,640 8,761 (10,692) (19,320) - (233,433) (5) - 121,722 (120,315) (1,804)
	(38,440)	(98,489)
	(36,676) (138,477) (363,772) (121,871) (804) 6,037 (5,073)	47,359 65,028 196,476 (36,471) (866) (68,221) 6,182
	(660,636)	209,487
	67,246 - 65,264 719,867 17,009 (1,976) (2,884)	(8,584) (5,773) (171,239) 191,162 (320) (938) (882)
	864,526	3,426
	203,890	212,913
	165,450	114,424
	1,039,186 8,917 (103,054)	943,807 23,111 (97,485)
	945,049	869,433

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(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE) EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Cash flows from investing activities: Proceeds from disposal of financial assets at fair value through other comprehensive income Acquisition of financial assets at amortized cost Proceeds from disposal of financial assets at amortized cost Acquisition of financial assets at fair value through profit or loss Proceeds from disposal of financial assets at fair value through profit or loss Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in refundable deposits Decrease in refundable deposits Acquisition of intangible assets Acquisition of investment properties Proceeds from disposal of investment property Increase in other financial assets Decrease in other financial assets Increase in other non-current assets Decrease in other non-current assets Dividends received Net cash flows (used in) investing activities Cash flows from financing activities: Increase in short-term borrowings Decrease in short-term borrowings Repayments of long-term borrowings Increase in guarantee deposits received Decrease in guarantee deposits received Payment of lease liabilities Cash dividends paid Capital increased by cash Interest paid Change in non-controlling interests Net cash flows used in financing activities Effect of exchange rate changes on cash and cash equivalents Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period	For the Years Ended December 31, 2021 2020 39,818 1,006 (680,170) (620,951) 764,031 365,699 (11,694) (320) 5,847 - (164,690) (30,716) 94 285 (79,406) (3,663) 3,016 61,301 (4,064) (4,317) (21,695) (209,877) 609 - - (101,376) 138,281 - (24,504) - - 411 178,652 127,668	For the Years Ended December 31, 2021 2020 39,818 1,006 (680,170) (620,951) 764,031 365,699 (11,694) (320) 5,847 - (164,690) (30,716) 94 285 (79,406) (3,663) 3,016 61,301 (4,064) (4,317) (21,695) (209,877) 609 - - (101,376) 138,281 - (24,504) - - 411 178,652 127,668
	2021 39,818 (680,170) 764,031 (11,694) 5,847 (164,690) 94 (79,406) 3,016 (4,064) (21,695) 609 - 138,281 (24,504) - 178,652
	144,125	(414,850)
	75,468 - (4,055) 2,876 (15) (75,635) (494,021) - (8,570) (89,956)	- (808,469) (4,448) - (20) (75,599) (465,792) 585,000 (10,593) 176,637
	(593,908)	(603,284)
	(41,466) 453,800 2,618,464	(61,611) (210,312) 2,828,776
	$ 3,072,264	2,618,464

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Attachment 7：Comparison Table of Amendments to the “Articles of Incorporation”

Excelsior Medical Co., Ltd. Comparison Table of Amendments to the Articles of Incorporation

Amended Article	After Amendment	Before Amendment	Reason for amendment
Article 11	The Company’s shareholders’ meetings come in two types: regular shareholders’ meetings and special shareholders’ meeting. A regular shareholders’ meeting shall be convened by the Board of Directors by law and held within six months after the end of each fiscal year, whereas a special shareholders’ meeting shall be convened whenever necessary. If agreed by the counterparty, the notification of a shareholders’ meeting can be made via e-mail. For those shareholders who hold less than 1,000 shares of the Company’s stock, the Company may notify them via announcement. Shareholders’meeting can be held by means of visual communication network or other methods promulgated by the central competent authority. In case a shareholders’meeting is proceeded via visual communication network, the shareholders taking part in such a visual communication meeting shall be deemed to have attended the meeting in person.	The Company’s shareholders’ meetings come in two types: regular shareholders’ meetings and special shareholders’ meeting. A regular shareholders’ meeting shall be convened by the Board of Directors by law and held within six months after the end of each fiscal year, whereas a special shareholders’ meeting shall be convened whenever necessary. If agreed by the counterparty, the notification of a shareholders’ meeting can be made via e-mail. For those shareholders who hold less than 1,000 shares of the Company’s stock, the Company may notify them via announcement.	Modified with the act.
Article 28	The Articles of Incorporation was instituted on January 27, 1988 1strevision was made on June 28, 1988 (The rest are the same and skipped) 36rdrevision was made on June 18, 2020. 37rdrevision was made on June 21, 2022.	The Articles of Incorporation was instituted on January 27, 1988 1strevision was made on June 28, 1988 (The rest are the same and skipped) 36rdrevision was made on June 18, 2020.	Add the date of the 37rd amendment and amend the Article Nos.

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Attachment 8：Comparison Table of Amendments to the “Procedures for Election of Directors”

Excelsior Medical Co., Ltd.

Comparison Table of Amendments to the Procedures for Election of Directors

Amended Article	After Amendment	After Amendment	Before Amendment	Reason for amendment
Article 3	The overall allocation of the Board of Directors shall be taken into account in any elections of the Company’s Board directors. The Board of Directors shall be diversely constituted, `i`t is advisable that directors concurrently serving as company officers not exceed one-third of the total number of the board members,in which its operation, operating pattern and development requirements shall be covered to set up adequate and diversified guidelines. The content shall include but not limited to the following two aspects: 1. Basic terms and values: gender, age, nationality, culture, etc.And the ratio of female directors is advisable to reach one-third of the total number of the board members. 2. Professional knowledge and skills: professional background (e.g. law, accounting, property, finance, marketing or technology), professional skills,industrial experience,etc.		The overall allocation of the Board of Directors shall be taken into account in any elections of the Company’s Board directors. The Board of Directors shall be diversely constituted, in which its operation, operating pattern and development requirements shall be covered to set up adequate and diversified guidelines. The content shall include but not limited to the following two aspects: 1. Basic terms and values: gender, age, nationality, culture, etc. 2. Professional knowledge and skills: professional background (e.g. law, accounting, property, finance, marketing or technology), professional skills,industrial experience,etc.	Modified with the act.
		number of the board members. Professional knowledge and skills: professional background (e.g. law, accounting, property, finance, marketing or technology), professional skills,industrial experience,etc.

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Attachment 9：Comparison Table of Amendments to the “Operational Procedures for Acquisition and Disposal of Assets”

Excelsior Medical Co., Ltd.

Comparison Table of Amendments to the Operational Procedures for Acquisition and Disposal of Assets

Amended Article	After Amendment	Before Amendment	Reason for amendment
Article 4	The procedure to disclose the information on acquisition or disposal of the assets defined by the Operational Procedures is as follows: 1. Items required to be publicly announced and reported, and the public announcement and reporting standards. (Paragraph 1 (1) – (6) skipped) (7) Where an asset transaction other than any of those referred to in the preceding six subparagraphs, a disposal of receivables by a financial institution, or an investment in the mainland China area reaches 20 percent or more of paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances: A. Trading of domestic government bondsor foreign government bonds with a rating that is not lower than the sovereign rating of Taiwan. B. Where done by professional investors—securities trading on securities exchanges or OTC markets, or subscription offoreign government bonds, or ofordinary corporate bonds or general bank debentures without equity characteristics (excluding subordinated debt) that are offered and issued in the primary market, or subscription or redemption of securities investment trust funds or futures trust funds, or subscription or redemption of exchange traded notes. C. Trading of bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. (The rest are the same and skipped)	The procedure to disclose the information on acquisition or disposal of the assets defined by the Operational Procedures is as follows: 1. Items required to be publicly announced and reported, and the public announcement and reporting standards. (Paragraph 1 (1) – (6) skipped) (7) Where an asset transaction other than any of those referred to in the preceding six subparagraphs, a disposal of receivables by a financial institution, or an investment in the mainland China area reaches 20 percent or more of paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances: A. Trading of domestic government bonds. B. Where done by professional investors—securities trading on securities exchanges or OTC markets, or subscription of ordinary corporate bonds or general bank debentures without equity characteristics (excluding subordinated debt) that are offered and issued in the primary market, or subscription or redemption of securities investment trust funds or futures trust funds. C. Trading of bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. (The rest are the same and skipped)	Modified with the act.

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Amended Article	After Amendment	Before Amendment	Reason for amendment
Article 5	When acquiring or disposing of assets, the Company shall follow the stipulations below to entrust objective, impartial, detached and independent experts to issue a report respectively in accordance with the asset type: 1. In acquiring or disposing of real property, equipment, or right-of-use assets thereof where the transaction amount reaches 20 percent of the company's paid-in capital or NT$300 million or more, the company, unless transacting with a domestic government agency, engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of equipment or right-of-use assets thereof held for business use, shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser and shall further comply with the following provisions: (Paragraph 1 (1) – (2) skipped) (3) 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 certified public accountant shall be engaged to render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price. A. The discrepancy between the appraisal result and the transaction amount is 20 percent or more of the transaction amount. B. The discrepancy between the appraisal results of two or more professional appraisers is 10 percent or more of the transaction amount. (Paragraph 1 (4) – (5) skipped) 2. The company acquiring or disposing of securities shall, prior to the date of occurrence of the event, obtain financial statements of the issuing company for the most recent period, certified or reviewed by a certified public accountant, for reference in appraising the transaction price, and if the dollar amount of the transaction is 20 percent of the company's paid-in capital or NT$300 million or more, the company shall additionally engage a certified public accountant prior to the date of occurrence of the event to provide an opinion regarding the reasonableness of the transaction price. (Paragraph 3 skipped)	When acquiring or disposing of assets, the Company shall follow the stipulations below to entrust objective, impartial, detached and independent experts to issue a report respectively in accordance with the asset type: 1. In acquiring or disposing of real property, equipment, or right-of-use assets thereof where the transaction amount reaches 20 percent of the company's paid-in capital or NT$300 million or more, the company, unless transacting with a domestic government agency, engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of equipment or right-of-use assets thereof held for business use, shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser and shall further comply with the following provisions: (Paragraph 1 (1) – (2) skipped) (3) 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 certified public accountant shall be engaged to render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction pric~~e ; the CPA shall take measures in~~ ~~accordance with the provisions of~~ ~~Statement of Auditing Standards No.20~~ ~~published by the ARDF~~. A. The discrepancy between the appraisal result and the transaction amount is 20 percent or more of the transaction amount. B. The discrepancy between the appraisal results of two or more professional appraisers is 10 percent or more of the transaction amount. (Paragraph 1 (4) – (5) skipped) 2. The company acquiring or disposing of securities shall, prior to the date of occurrence of the event, obtain financial statements of the issuing company for the most recent period, certified or reviewed by a certified public accountant, for reference in appraising the transaction price, and if the dollar amount of the transaction is 20 percent of the company's paid-in capital or NT$300 million or more, the company shall additionally engage a certified public accountant prior to the date of occurrence of the event to provide an opinion regarding the reasonableness of the transaction pric~~e;~~ ~~the CPA shall comply with~~ ~~the provisions of Statement of Auditing~~ ~~Standards No. 20 published by the ARDF~~. (Paragraph 3 skipped)	Modified with the act.

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Amended Article	After Amendment	After Amendment		Reason for amendment
	4. Where the company acquires or disposes of intangible assets or right-of-use assets thereof or memberships and the transaction amount reaches 20 percent or more of paid-in capital or NT$300 million or more, except in transactions with a domestic government agency, the company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price. (Paragraph 5 and Paragraphs 6 (1) – (3) skipped) When issuing an appraisal report or opinion, the personnel referred to in the preceding paragraph shall comply with theself-regulatory rules of the industry associations to which hey belong and with the following provisions: 1. Prior to accepting a case, they shall prudently assess their own professional capabilities, practical experience, and independence. 2. Whenconductinga case, they 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. 3. They shall undertake an item-by-item evaluation of theappropriateness,and reasonableness of the sources of data used, the parameters, and the information, as the basis for issuance of the appraisal report or the opinion. 4. They shall issue a statement attesting to the professional competence and independence of the personnel who prepared the report or opinion, and that they have evaluated and found that the information used isappropriate and reasonable, and that they have complied with applicable laws and regulations.		4. Where the company acquires or disposes of intangible assets or right-of-use assets thereof or memberships and the transaction amount reaches 20 percent or more of paid-in capital or NT$300 million or more, except in transactions with a domestic government agency, the company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price~~;~~ ~~the CPA shall comply with the provisions of~~ ~~Statement of Auditing Standards No. 20~~ ~~published by the ARDF~~. (Paragraph 5 and Paragraphs 6 (1) – (3) skipped) When issuing an appraisal report or opinion, the personnel referred to in the preceding paragraph shall comply with the~~following:~~ 1. Prior to accepting a case, they shall prudently assess their own professional capabilities, practical experience, and independence. 2. When~~examining~~a case, they 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. 3. They shall undertake an item-by-item evaluation of the~~comprehensiveness,~~ ~~accuracy,~~and reasonableness of the sources of data used, the parameters, and the information, as the basis for issuance of the appraisal report or the opinion. 4. They shall issue a statement attesting to the professional competence and independence of the personnel who prepared the report or opinion, and that they have evaluated and found that the information used is reasonable~~and~~ ~~accurate,~~and that they have complied with applicable laws and regulations.
		belong and with the following provisions: 1. Prior to accepting a case, they shall prudently assess their own professional capabilities, practical experience, and independence. 2. Whenconductinga case, they 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. 3. They shall undertake an item-by-item evaluation of theappropriateness,and reasonableness of the sources of data used, the parameters, and the information, as the basis for issuance of the appraisal report or the opinion. 4. They shall issue a statement attesting to the professional competence and independence of the personnel who prepared the report or opinion, and that they have evaluated and found that the information used isappropriate and reasonable, and that they have complied with applicable laws and regulations.
Article 6	The Company’s handling procedure for transactions with related parties is as follows: (Paragraph 1 skipped) 2.When the company intends to acquire or dispose of real property or right-of-use assets thereof 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 thereof from or to a related party and the transaction amount reaches 20 percent or more of paid-in capital,10percent or more of the company's		The Company’s handling procedure for transactions with related parties is as follows: (Paragraph 1 skipped) 2.When the company intends to acquire or dispose of real property or right-of-use assets thereof 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 thereof from or to a related party and the transaction amount reaches 20 percent or more of paid-in capital,10percent or more of the company's	Modified with the act.

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After Amendment	Before Amendment	Before Amendment
total assets, or NT$300 million or more, except in 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 approved by the board of directors and recognized by more than one-half of all members of the Audit Committee. (1) The purpose, necessity and anticipated benefit of the acquisition or disposal of assets. (2) The reason for choosing the related party as a transaction 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 in accordance with the paragraph7section 1 and 4 of the article. (4) The date and price at which the related party originally acquired the real property, the original transaction counterparty, and that transaction 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 obtained in compliance with the preceding article. (7) Restrictive covenants and other important stipulations associated with the transaction. 3.With respect to the types of transactions listed below,when to be conducted between apublic	total assets, or NT$300 million or more, except in 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 approved by the board of directors and recognized by more than one-half of all members of the Audit Committee. (1) The purpose, necessity and anticipated benefit of the acquisition or disposal of assets. (2) The reason for choosing the related party as a transaction 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 in accordance with the paragraph~~3~~section 1 and 4 of the article. (4) The date and price at which the related party originally acquired the real property, the original transaction counterparty, and that transaction 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 obtained in compliance with the preceding article. (7) Restrictive covenants and other important stipulations associated with the transaction. ~~(8) The calculation of the transaction amounts~~ ~~referred to in the preceding paragraph shall~~ ~~be made in accordance with paragraph 1~~ ~~section 6 of the article 4 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~~ ~~approved by the board of directors and~~ ~~recognized by the supervisors need not be~~ ~~counted toward the transaction amount.~~ ~~(9) W~~ith respect to the types of transactions listed below,when to be conducted between
	~~(9)~~
		~~year preceng e ae o occurrence o e~~ ~~current transaction. Items that have been~~ ~~approved by the board of directors and~~ ~~recognized by the supervisors need not be~~ ~~counted toward the transaction amount.~~ ~~W~~ith respect to the types of transactions listed below,when to be conducted between

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Amended Article		After Amendment	Before Amendment	Reason for amendment
	company and its parent or subsidiaries, or between its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares shall be ratified according to the quota authorized under Article 10.Those not determined by the board of directors shall be proposed in the most recent board meeting afterwards. (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. 4.Where the position of independent director has been created in accordance with the provisions of the Act, when a matter is submitted for discussion by the board of directors, the board of directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting. 5.The company or a subsidiary thereof that is not a domestic public company will have a transaction set out in paragraph 2 and the transaction amount will reach 10 percent or more of the company’s total assets, the company shall submit the materials in all the subparagraphs of paragraph 2 to the shareholders meeting for approval before the transaction contract may be entered into and any payment made. However, this restriction does not apply to transactions between the company and its parent company or subsidiaries or between its subsidiaries. 6.The calculation of the transaction amounts referred to in paragraph 2 and the preceding paragraph shall be made in accordance with Article 4, paragraph 1, section 8 herein, 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 approved by the shareholders meeting or board of directors and recognized by the supervisors need not be counted toward the transaction amount. 7.Rationality of transaction costs (Paragraph 7 (1) – (2) skipped) (3) The company that acquires real property or right-of-use assets thereof from a related partyand appraises the cost of the real		a public company and its parent or subsidiaries, or between its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares shall be ratified according to the quota authorized under Article 10. ~~A. A~~cquisition or disposal of equipment or right-of-use assets thereof held for business use. ~~B. A~~cquisition or disposal of real property right-of-use assets held for business use. ~~(10) W~~here the position of independent director has been created in accordance with the provisions of the Act, when a matter is submitted for discussion by the board of directors, the board of directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting. ~~3.R~~ationality of transaction costs (Paragraph 3 (1) – (2) skipped) (3) The company that acquires real property or right-of-use assets thereof from a related partyand appraises the cost of the real

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Amended Article		After Amendment		Before Amendment	Reason for amendment
	property or right-of-use assets thereof in accordance with the thepreceding two section of this Article shall also engage a CPA to check the appraisal and render a specific opinion. (4) Where the company acquires real property or right-of-use assets thereof from a related party and one of the following circumstances exists, the acquisition shall be conducted in accordance with the paragraph 1to 6of the Article, and preceding three sectiondo not apply: A. The related party acquired the real property or right-of-use assets thereof through inheritance or as a gift. B. More than 5 years will 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. C. 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 own land or on rented land. D. The real property right-of-use assets for business use are acquired by the public company with its parent or subsidiaries, or by its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital. 5.When the results of the company's appraisal conducted in accordance with paragraph7, section 1 and 2 of the Article are uniformly lower than the transaction price, the matter shall be handled in compliance with paragraph 7,section 6 of the Article. 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 apply: (1) Where the related party acquired undeveloped land or leased land for development, it may submit proof of compliance with one of the following conditions: A. Where undeveloped land is appraised in accordance with the means in the preceding Article, and structures accordingto the relatedparty's		property or right-of-use assets thereof in accordance with the the~~Paragraphs 3~~ ~~section 1 and 2~~of this Article shall also engage a CPA to check the appraisal and render a specific opinion. (4) Where the company acquires real property or right-of-use assets thereof from a related party and one of the following circumstances exists, the acquisition shall be conducted in accordance with the paragraph 1~~and 2~~of the Article, and ~~paragraph 3, section 1 to 3~~do not apply: A. The related party acquired the real property or right-of-use assets thereof through inheritance or as a gift. B. More than 5 years will 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. C. 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 own land or on rented land. D. The real property right-of-use assets for business use are acquired by the public company with its parent or subsidiaries, or by its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital. 5.When the results of the company's appraisal conducted in accordance with paragraph~~3,~~ section 1 and 2 of the Article are uniformly lower than the transaction price, the matter shall be handled in compliance with paragraph ~~3,~~section 6 of the Article. 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 apply: (1) Where the related party acquired undeveloped land or leased land for development, it may submit proof of compliance with one of the following conditions: A. Where undeveloped land is appraised in accordance with the means in the preceding Article, and structures accordingto the relatedparty's

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Amended Article	After Amendment	After Amendment	Before Amendment	Reason for amendment
	construction cost plus reasonable construction profit are valued 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 3 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. B. Completed transactions by unrelated parties within the preceding year involving other floors of the same property or neighboring or closely valued parcels of land, 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 sale or leasing practices. (2) Where the company 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 transactions involving neighboring or closely valued parcels of land of a similar size by unrelated parties within the preceding year. Completed transactions involving neighboring or closely valued parcels of land in the preceding paragraph in principle refers to parcels 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; transactions involving similarly sized parcels in principle refers to transactions completed by unrelated parties for parcels with a land area of no less than 50 percent of the property in the planned transaction; within the preceding year refers to the year preceding the date of occurrence of the acquisition of the real property or obtainment of the right-of-use assets thereof. (The rest are the same and skipped)		construction cost plus reasonable construction profit are valued 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 3 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. B. Completed transactions by unrelated parties within the preceding year involving other floors of the same property or neighboring or closely valued parcels of land, 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 sale or leasing practices. (2) Where the company 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 transactions involving neighboring or closely valued parcels of land of a similar size by unrelated parties within the preceding year. Completed transactions involving neighboring or closely valued parcels of land in the preceding paragraph in principle refers to parcels 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; transactions involving similarly sized parcels in principle refers to transactions completed by unrelated parties for parcels with a land area of no less than 50 percent of the property in the planned transaction; within the preceding year refers to the year preceding the date of occurrence of the acquisition of the real property or obtainment of the right-of-use assets thereof. (The rest are the same and skipped)
Article 10	(The previous is the same and skipped) Note 3: The company or a subsidiary thereof that is not a domestic public company will have a transaction set out in Article 6, paragraph 2 and the transaction amount will reach 10 percent or more of the company’s total assets, the company shall submit to the shareholders meeting for approval.		(The previous is the same and skipped) (Addition)	Modified with the act.
		is not a domestic public company will have a transaction set out in Article 6, paragraph 2 and the transaction amount will reach 10 percent or more of the company’s total assets, the company shall submit to the shareholders meeting for approval.

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Attachment 10：Comparison Table of Amendments to the “Operational Procedures for Endorsements and Guarantees”

Excelsior Medical Co., Ltd.

Comparison Table of Amendments to the Operational Procedures for Endorsements and Guarantees

Amended Article	After Amendment	Before Amendment	Reason for amendment
Article 6	Before making an endorsement/guarantee for others, approved by the chairman of the board, where empowered by the board of directors under previously stated scope to grant endorsements/guarantees within a specific limit, for subsequent submission to and ratification by the next board of directors' meeting. If needs to exceed the limits set out in the Operational Procedures for Endorsements/Guarantees to satisfy its business requirements, and where the conditions set out in the Operational Procedures for Endorsements/Guarantees are complied with, it shall obtain approval from the board of directors and half or more of the directors shall act as joint guarantors for any loss that may be caused to the company by the excess endorsement/guarantee. It shall also amend the Operational Procedures for Endorsements/Guarantees accordingly and submit the same to the shareholders' meeting for ratification after the fact. If the shareholders' meeting does not give consent, the company shall adopt a plan to discharge the amount in excess within a given time limit. (The rest are the same and skipped)	Before making an endorsement/guarantee for others, approved by the chairman of the board, where empowered by the board of directors under previously stated scope to grant endorsements/guarantees within a specific limit, for subsequent submission to and ratification by the next board of directors' meeting. ~~Further report the relevant situation to~~ ~~the shareholders meeting.~~ If needs to exceed the limits set out in the Operational Procedures for Endorsements/Guarantees to satisfy its business requirements, and where the conditions set out in the Operational Procedures for Endorsements/Guarantees are complied with, it shall obtain approval from the board of directors and half or more of the directors shall act as joint guarantors for any loss that may be caused to the company by the excess endorsement/guarantee. It shall also amend the Operational Procedures for Endorsements/Guarantees accordingly and submit the same to the shareholders' meeting for ratification after the fact. If the shareholders' meeting does not give consent, the company shall adopt a plan to discharge the amount in excess within a given time limit. (The rest are the same and skipped)	Modified with the operational requirements.

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Attachment 11：Comparison Table of Amendments to the “Rules of Procedure for Shareholders’ Meetings”

Excelsior Medical Co., Ltd.

Comparison Table of Amendments to the Rules of Procedure for Shareholders’ Meetings

Amended Reason for Article After Amendment Before Amendment amendment Article 3 Unless otherwise stated by law, the Unless otherwise stated by law, the Modified Company’s shareholders’ meetings Company’s shareholders’ meetings with the act. shall be convened by the Board of shall be convened by the Board of Directors. Directors. Changes to how the Company convenes its shareholders meeting shall be resolved by the board of directors, and shall be made no later than mailing of the shareholders meeting notice.

The Company shall prepare the The Company shall prepare the shareholders’ meeting notification shareholders’ meeting notification letter, letter of proxy and the subjects letter, letter of proxy and the subjects of various motions, such as adoption of various motions, such as adoption case, discussion cases and director case, discussion cases and director election or dismissal, as well as the election or dismissal, as well as the explanation data, in electronic format explanation data, in electronic format and transmit them to the Market and transmit them to the Market Observation Post System at least 30 Observation Post System at least 30 days before a regular shareholders’ days before a regular shareholders’ meeting or 15 days before a special meeting or 15 days before a special shareholders’ meeting. At the same shareholders’ meeting. At the same time, the shareholders’ meeting time, the shareholders’ meeting agenda handbook and meeting agenda handbook and meeting supplementary materials shall be supplementary materials shall be prepared in electronic format and prepared in electronic format and transmitted to the Market Observation transmitted to the Market Observation Post System at least 21 days prior to a Post System at least 21 days prior to a regular shareholders’ meeting or at regular shareholders’ meeting or at least 15 days prior to a special least 15 days prior to a special shareholders’ meeting. If, however, shareholders’ meeting. The agenda The Company has the paid-in capital handbook and the supplementary of NT$10 billion or more as of the last materials for the shareholders’ meeting day of the most current fiscal year, or in question shall be prepared at least 15 days prior to the shareholders’ total shareholding of foreign shareholders and PRC shareholders meeting for requesting by

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Amended Article	After Amendment	Before Amendment	Reason for amendment
	reaches 30% or more as recorded in the register of shareholders of the shareholders meeting held in the immediately preceding year, transmission of these electronic files shall be made by 30 days before the regular shareholders meeting.The agenda handbook and the supplementary materials for the shareholders’ meeting in question shall be prepared at least 15 days prior to the shareholders’ meeting for requesting by shareholders, displayed at the Company and its stock affairs service agency’s place. The Company shall make the meeting agenda and supplemental meeting materials in the preceding paragraph available to shareholders for review in	shareholders, displayed at the Company and its stock affairs service agency’s plac~~e, and also be distributed~~ ~~at the shareholders’ meeting.~~ The reason for convening a meeting shall be specified in the notification and announcement: If it is agreed by the counterparty, the notification can be made in electronic format. Director election or dismissal, change of the Company’s Articles of Incorporation,~~corporate~~dissolution, merger, split or the matters prescribed by Paragraph 1 of Article 185 of the Company Act; Articles 26-1 and 43-6 of the Securities and Exchange Act;
	the following manner on the date of the shareholders meeting: 1.For physical shareholders meetings, to be distributed on-site at the meeting. 2.For hybrid shareholders meetings, to
	be distributed on-site at the meeting and shared on the virtual meeting platform. 3.For virtual-only shareholders meetings, electronic files shall be shared on the virtual meeting platform. The reason for convening a meeting shall be specified in the notification and announcement: If it is agreed by the counterparty, the notification can be made in electronic format. Director election or dismissal, change of the Company’s 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

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Amended Article	After Amendment	Before Amendment	Reason for amendment
	distributed in the form of new shares, reserve distributed in the form of new shares, thedissolution, merger, split or the matters prescribed by Paragraph 1 of Article 185 of the Company Act; Articles 26-1 and 43-6 of the Securities and Exchange Act; and Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, shall beset out and the essential contents explainedin the causes for convening a meeting. Those matters shall not be put forth as extemporary motions. Where re-election of all directors and supervisors as well as their inauguration date is stated in the notice	and Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, shall be~~listed~~in the causes for convening a meeting. Those matters shall not be put forth as extemporary motions. Those shareholders who hold more than 1% of the issued shares are entitled to submit a motion to a regular shareholders’ meeting. However, each of them can only submit one motion at a regular shareholders’ meeting; further motions will not be listed in the agenda. Also, for any motions proposed by shareholders under any of the circumstances listed in Paragraph 4 of Article 172-1 of the Company Act, the Board of Directors may exclude them in the agenda.
	of the reasons for convening the shareholders meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting. Those shareholders who hold more than 1% of the issued shares are entitled to submit a motion to a regular shareholders’ meeting. However, each of them can only submit one motion at a regular shareholders’ meeting; further motions will not be listed in the agenda. Also, for any motions proposed by shareholders under any of the circumstances listed in Paragraph 4 of Article 172-1 of the Company Act, the Board of Directors may exclude them in the agenda. A shareholder may propose a recommendation for urging the corporation to promote public interests
	or fulfill its social responsibilities,

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Amended Article	After Amendment	Before Amendment	Reason for amendment
	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. The Company shall announce the opening of acceptance of shareholders’ proposals in writing or electronically, and acceptance place and period before the suspension date of stock ownership transfer prior to the holding of a regular shareholders’ meeting. The acceptance period shall be at least 10 days. Any motion proposed by shareholders shall be limited to 300 words. Those over 300 words shall not be listed in the agenda. Proposing shareholders shall attend the regular shareholders’ meeting in person, or appoint others to attend on their behalf, and participate in discussion of the proposed motion. The Company shall notify the proposing shareholders of the handling results before the shareholders’ meeting notification day, and list the motions meeting the regulations of this Article in the meeting notification. For those shareholders’ motions not being listed in the agenda, the Board of Directors shall elaborate on the reason for not listing them in the agenda at the shareholders’ meeting.	The Company shall announce the opening of acceptance of shareholders’ proposals and acceptance place and period before the suspension date of stock ownership transfer prior to the holding of a regular shareholders’ meeting. The acceptance period shall be at least 10 days. Any motion proposed by shareholders shall be limited to 300 words. Those over 300 words shall not be listed in the agenda. Proposing shareholders shall attend the regular shareholders’ meeting in person, or appoint others to attend on their behalf, and participate in discussion of the proposed motion. The Company shall notify the proposing shareholders of the handling results before the shareholders’ meeting notification day, and list the motions meeting the regulations of this Article in the meeting notification. For those shareholders’ motions not being listed in the agenda, the Board of Directors shall elaborate on the reason for not listing them in the agenda at the shareholders’ meeting.
Article 4	For each shareholders’ meeting, a shareholder may appoint a representative with a letter of proxy printed by the Company to attend the meeting on their behalf. The letter of proxy shall state the scope of authorization for the meeting.	For each shareholders’ meeting, a shareholder may appoint a representative with a letter of proxy printed by the Company to attend the meeting on their behalf. The letter of proxy shall state the scope of authorization for the meeting.	Modified with the act.

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Amended Article	After Amendment	Before Amendment	Reason for amendment
	A shareholder can issue a letter of attorney and appoint one representative only. The letter of proxy shall arrive at the Company at least five days before the shareholders’ meeting. In case that there is any repetition of the letter of proxy, the first one arriving at the Company shall prevail. However, it is not limited to the situation where revocation of the prior letter of proxy is declared. After the letter of proxy arrives at the Company, if the shareholder wishes to attend the shareholders’ meeting in personor to exercise voting rights by correspondence or electronically, he or she shall notify the Company of the proxy revocation in writing at least two days prior to the shareholders’ meeting. In case of any overdue revocation, the voting right exercised by the attending proxy shall prevail. If, after a proxy form is delivered to The Company, a shareholder wishes to	A shareholder can issue a letter of attorney and appoint one representative only. The letter of proxy shall arrive at the Company at least five days before the shareholders’ meeting. In case that there is any repetition of the letter of proxy, the first one arriving at the Company shall prevail. However, it is not limited to the situation where revocation of the prior letter of proxy is declared. After the letter of proxy arrives at the Company, if the shareholder wishes to attend the shareholders’ meeting in person, he or she shall notify the Company of the proxy revocation in writing at least two days prior to the shareholders’ meeting. In case of any overdue revocation, the voting right exercised by the attending proxy shall prevail.
	attend the shareholders meeting online, a written notice of proxy cancellation shall be submitted to the Company two business days before the
	meeting date. If the cancellation notice
	is submitted after that time, votes cast at the meeting by the proxy shall prevail.
Article 5	The place for holding a shareholders’ meeting shall be at the Company or a place convenient for shareholders to attend and suitable for holding a shareholders’ meeting. The meeting time shall not be earlier than 9:00 AM or later than 3:00 PM. For the meeting place and time, independent directors’ opinions shall be fully taken into account. The restrictions on the place of the meeting shall not apply when the Company convenes a virtual-only shareholders meeting.	The place for holding a shareholders’ meeting shall be at the Company or a place convenient for shareholders to attend and suitable for holding a shareholders’ meeting. The meeting time shall not be earlier than 9:00 AM or later than 3:00 PM. For the meeting place and time, independent directors’ opinions shall be fully taken into account.	Modified with the act.

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Amended Article	After Amendment	Before Amendment	Reason for amendment
Article 6	The Company shall specify the shareholders, solicitors and proxies (collectively"shareholders")check-in time and place and other precaution matters in its meeting notification. The check-in time referred to in the preceding paragraph shall be at least 30 minutes before the meeting starts. A specific sign shall be setup at the check-in place, and adequate number of qualified personnel shall be dispatched for assistance.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	The Company shall specify the shareholder check-in time and place and other precaution matters in its meeting notification. The check-in time referred to in the preceding paragraph shall be at least 30 minutes before the meeting starts. A specific sign shall be setup at the check-in place, and adequate number of qualified personnel shall be dispatched for assistance. Shareholders~~or the proxies appointed~~ ~~by them (hereafter referred to as~~ ~~shareholders)~~shall attend a shareholders’ meeting by presenting their attendance certificate, attendance card or other attendance documents. Other than the documents required for the attendance of a shareholders’ meeting, the Company shall not discretionarily request any additional documents. The shareholders who solicit letters of proxy shall bring their own ID certification documents with them for verification. The Company shall prepare an attendance book for the shareholders attending the meeting to sign in, or otherwise the attending shareholders may submit the attendance card instead of signing in. The Company shall hand the agenda handbook, annual report, attendance certificate, speech note, voting ticket and other meeting materials to the attendingshareholders. In case that the	Modified with the act.
	as attend the shareholders meeting in person. Shareholders shall attend a shareholders’ meeting by presenting their attendance certificate, attendance card or other attendance documents. Other than the documents required for the attendance of a shareholders’ meeting, the Company shall not discretionarily request any additional documents. The shareholders who solicit letters of proxy shall bring their own ID certification documents with them for verification. The Company shall prepare an attendance book for the shareholders attending the meeting to sign in, or otherwise the attending shareholders may submit the attendance card instead of signing in. The Company shall hand the agenda handbook, annual report, attendance certificate, speech note, voting ticket and other meeting materials to the attendingshareholders. In case that the

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Amended Article	After Amendment	After Amendment	After Amendment	Before Amendment	Reason for amendment
	meeting involves director election, the election ballot shall be additionally attached. For government or institutional shareholders, their meeting attending representatives are not limited to one person only. However, when an institutional shareholder is entrusted to attend a shareholders’ meeting, only one representative can be appointed for attendance. In the event of a virtual shareholders			meeting involves director election, the election ballot shall be additionally attached. For government or institutional shareholders, their meeting attending representatives are not limited to one person only. However, when an institutional shareholder is entrusted to attend a shareholders’ meeting, only one representative can be appointed for attendance.
	meeting, shareholders wishing to
	attend the meeting online shall register
	with the Company two days before the
	meeting date. In the event of a virtual shareholders meeting, the Company shall upload the
	meeting agenda book, annual report and other meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.
Article 6-1	To convene a virtual shareholders meeting, the Company shall include the follow particulars in the shareholders meeting notice: 1.How shareholders attend the virtual meeting and exercise their rights. 2.Actions to be taken if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events, at least covering the following particulars: (1) To what time 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.			Addition	Modified with the act.

		to natural disasters, accidents or other force majeure events, at least covering the following particulars: (1) To what time the meeting is postponed or from what time the meeting will resume if the above obstruction continues and cannot be removed, and the date to which the meeting is postponed or on which the meeting will resume.
		(1)
			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.

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Amended Article			After Amendment	Before Amendment	Reason for amendment
	(2) Shareholders not having registered to attend the affected virtual shareholders meeting shall not attend the postponed or resumed session. (3) In case of a hybrid shareholders meeting, when the virtual meeting cannot be continued, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue. The shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, and the shareholders attending the virtual meeting online shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting. (4) Actions to be taken if the outcome of all proposals have been announced and extraordinary motion has not been carried out. 3.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.		Shareholders not having registered to attend the affected virtual shareholders meeting shall not attend the postponed or
			resumed session. 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

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Amended Article	After Amendment	Before Amendment	Reason for amendment
Article 8	The Company shall record the entire proceedings of a shareholders’ meeting, from shareholders’ check-in, the check-in process and the course of the meeting, to the voting and vote counting process, in an audio and video format without any interruption. The preceding audio and video data shall be retained for at least one year. However, in case of any litigation filed by a shareholder in accordance with Article 189 of the Company Act, the audio or video evidence shall be kept until closure of such litigation. Where a shareholders meeting is held online, the Company shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted	The Company shall record the entire proceedings of a shareholders’ meeting, from shareholders’ check-in, the check-in process and the course of the meeting, to the voting and vote counting process, in an audio and video format without any interruption. The preceding audio and video data shall be retained for at least one year. However, in case of any litigation filed by a shareholder in accordance with Article 189 of the Company Act, the audio or video evidence shall be kept until closure of such litigation.	Modified with the act.
	by the Company, and continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end. The information and audio and video recording in the preceding paragraph shall be properly kept by the Company
	during the entirety of its existence, and
	copies of the audio and video recording shall be provided to and kept
	by the party appointed to handle matters of the virtual meeting. In case of a virtual shareholders meeting, the Company is advised to audio and video record the back-end operation interface of the virtual meeting platform.
Article 9	The attendance status of a shareholders’ meeting shall be calculated according to the number of the shares represented by the shareholders attending the shareholders’ meeting, in which the calculation shall cover the shares indicated in the attendance book or	The attendance status of a shareholders’ meeting shall be calculated according to the number of the shares represented by the shareholders attending the shareholders’ meeting, in which the calculation shall cover the shares indicated in the attendance book or	Modified with the act.

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Amended Article	After Amendment	Before Amendment	Reason for amendment
	according to the attendance cards turned in by the meeting attendants, and the shares checked in on the virtual meeting platform,plus the voting shares exercised in writing or in an electronic format. When it is time for a meeting, the chairperson shall immediately call the meeting to order, and disclose information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting. However, if the number of shares held by the shareholders present at the meeting has yet to constitute a majority of the total issued shares, the chairperson may announce postponement of the meeting, but the postponement of the said meeting is limited to two times only, whereas the total postponement time shall not exceed one hour. If a meeting has been postponed for two times and the shares held by the shareholders present at the meeting are still less than one-third of the total issued shares, the chairperson may abort the meeting.In the event of a virtual shareholders meeting, the Company shall also declare the meeting aborted at the virtual meeting platform. If, after preceding two times of postponement, a meeting has yet to constitute the quorum but the shareholders representing one-third of the total issued shares are present, a provisional resolution can be adopted according to Paragraph 1 of Article 175 of the Company Act, and the notice of the provisional resolution shall be served to respective shareholders for a shareholders’ meeting to be convened again within one month.In the event of a virtual shareholders meeting, shareholders	according to the attendance cards turned in by the meeting attendants, plus the voting shares exercised in writing or in an electronic format. When it is time for a meeting, the chairperson shall immediately call the meeting to order, and disclose information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting. However, if the number of shares held by the shareholders present at the meeting has yet to constitute a majority of the total issued shares, the chairperson may announce postponement of the meeting, but the postponement of the said meeting is limited to two times only, whereas the total postponement time shall not exceed one hour. If a meeting has been postponed for two times and the shares held by the shareholders present at the meeting are still less than one-third of the total issued shares, the chairperson may abort the meeting. If, after preceding two times of postponement, a meeting has yet to constitute the quorum but the shareholders representing one-third of the total issued shares are present, a provisional resolution can be adopted according to Paragraph 1 of Article 175 of the Company Act, and the notice of the provisional resolution shall be served to respective shareholders for a shareholders’ meeting to be convened again within one month.

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Amended Article	After Amendment	Before Amendment	Reason for amendment
	intending to attend the meeting online shall re-register to this Corporation in accordance with Article 6. Before the end of the meeting in question, if the number of the shares held by the shareholders present represents a majority of the total issued shares, the chairperson may put forward the adopted provisional resolution and request re-adoption of the resolution at the meeting in accordance with Article 174 of the Company Act.	Before the end of the meeting in question, if the number of the shares held by the shareholders present represents a majority of the total issued shares, the chairperson may put forward the adopted provisional resolution and request re-adoption of the resolution at the meeting in accordance with Article 174 of the Company Act.
Article 10	If a shareholders’ meeting is called by the Board of Directors, the meeting agenda shall be set up 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),and the meeting shall be conducted according to the scheduled agenda, which shall not be changed unless resolved by the shareholders’ meeting. If a shareholders’ meeting is called by any other person outside the Board of Directors who has the convening right, the preceding provision shall apply. Without resolution, the chairperson shall not adjourn a meeting before closure of the motions (including extemporary motions) in the agenda arranged according to the preceding two paragraphs. If the chairperson violates the meeting rules by adjourning a meeting, other members of the Board of Directors may follow the legal procedure and quickly come forward to help the attending shareholders elect a chairperson by the resolution adopted by a majority of the shareholders present, and continue the meeting.	If a shareholders’ meeting is called by the Board of Directors, the meeting agenda shall be set up by the Board of Directors, and the meeting shall be conducted according to the scheduled agenda, which shall not be changed unless resolved by the shareholders’ meeting. If a shareholders’ meeting is called by any other person outside the Board of Directors who has the convening right, the preceding provision shall apply. Without resolution, the chairperson shall not adjourn a meeting before closure of the motions (including extemporary motions) in the agenda arranged according to the preceding two paragraphs. If the chairperson violates the meeting rules by adjourning a meeting, other members of the Board of Directors may follow the legal procedure and quickly come forward to help the attending shareholders elect a chairperson by the resolution adopted by a majority of the shareholders present, and continue the meeting.	Modified with the act.

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Amended Article	After Amendment	Before Amendment	Reason for amendment
	For any motions, amendments proposed by shareholders or extemporary motions, the chairperson shall allow sufficient explanation and discussion, close the discussion when he or she believes that it’s time for resolution, and put them to the vote, and schedule sufficient time for voting.	For any motions, amendments proposed by shareholders or extemporary motions, the chairperson shall allow sufficient explanation and discussion, close the discussion when he or she believes that it’s time for resolution, and put them to the vote.
Article 11	Those shareholders who wish to speak in a shareholders’ meeting shall first fill out a speech note stating their speech subject, their shareholder account number (or attendance card number) and their account name. The chairperson shall then decide their speech order. Those shareholders who submit a speech note but do not actually give any speech, shall be deemed not having given any speech. In the case that the speech content is not consistent with what is stated in the speech note, the speech content shall prevail. Unless otherwise permitted by the chairperson, a shareholder shall not speak more than two times for a same motion and each time of speech shall not exceed 5 minutes. If the speech given by any shareholder violates the aforesaid stipulation or is beyond the agenda scope, the chairperson may stop the speech. When a shareholder is giving a speech, other shareholders shall not interrupt the speech unless otherwise obtaining the consent from the chairperson. The chairperson shall stop any violation. If an institutional shareholder designates two or more than two representatives to attend a shareholders’ meeting,onlyone	Those shareholders who wish to speak in a shareholders’ meeting shall first fill out a speech note stating their speech subject, their shareholder account number (or attendance card number) and their account name. The chairperson shall then decide their speech order. Those shareholders who submit a speech note but do not actually give any speech, shall be deemed not having given any speech. In the case that the speech content is not consistent with what is stated in the speech note, the speech content shall prevail. Unless otherwise permitted by the chairperson, a shareholder shall not speak more than two times for a same motion and each time of speech shall not exceed 5 minutes. If the speech given by any shareholder violates the aforesaid stipulation or is beyond the agenda scope, the chairperson may stop the speech. When a shareholder is giving a speech, other shareholders shall not interrupt the speech unless otherwise obtaining the consent from the chairperson. The chairperson shall stop any violation. If an institutional shareholder designates two or more than two representatives to attend a shareholders’ meeting,onlyone	Modified with the act.

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Amended Article	After Amendment	Before Amendment	Reason for amendment
	representative is allowed to speak for a same motion. After the speech of a shareholder, the chairperson may respond to it on his or her own, or designate an appropriate person 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.	representative is allowed to speak for a same motion. After the speech of a shareholder, the chairperson may respond to it on his or her own, or designate an appropriate person to respond.
	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 13	Each share held by a shareholder is entitled to one vote, but it is not limited to those shareholders whose voting right is restricted or the ones having no voting right as stated in Paragraph 2 of Article 179 of the Company Act. When holding a shareholders’ meeting,it shall adopt exercise of voting rights by electronic format and may adopt exercise of voting rights by	Each share held by a shareholder is entitled to one vote, but it is not limited to those shareholders whose voting right is restricted or the ones having no voting right as stated in Paragraph 2 of Article 179 of the Company Act. When holding a shareholders’ meeting,~~shareholders may exercise~~ ~~their voting right in a written or~~ ~~electronic format.~~When using the written or electronic format to exercise the voting right, the format shall be stated on the notification of the shareholders’ meeting. Those shareholders who exercise their voting right in a written or electronic format shall be deemed to have attended the shareholders’ meetinginperson.	Modified with the act.
	written format.When using the written or electronic format to exercise the voting right, the format shall be stated on the notification of the shareholders’ meeting. Those shareholders who exercise their voting right in a written or electronic format shall be deemed to have attended the shareholders’

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Amended Article	After Amendment	Before Amendment	Reason for amendment
	meeting in person. However, for the extemporary motions and amendments to the original motions of the shareholders’ meeting in question, those shareholders shall be deemed abstention in participation, it is therefore advisable that the Company avoid the submission of extraordinary motions and amendments to original proposals. For those that exercise their voting right with the preceding written or electronic format in a meeting, their intent expression shall arrive at the Company at least two days prior to the shareholders’ meeting. When there is any repetition of the intent expression, the first one arriving at the Company shall prevail. However, it is not limited to the situation where the revocation of the prior intent expression is declared. For those shareholders who wish to attend a shareholders’ meeting in person or online,after exercising their voting right in a written or electronic format, they shall revoke the aforesaid intent expression by using the same format as they used for exercising the voting right at least two days prior to the shareholders’ meeting. In case of overdue revocation, the written or electronic format shall prevail for exercising the voting right. In the case that the written or electronic format is used to exercise the voting right while the shareholder also entrusted a representative with a letter of proxy to attend the shareholders’ meeting, the voting right exercised by the attending representative shall prevail. Except otherwise stated in the Company Act or the Company’s Articles of Incorporation, a resolution shall be adopted bya majorityof the	However, for the extemporary motions and amendments to the original motions of the shareholders’ meeting in question, those shareholders shall be deemed abstention in participation. For those that exercise their voting right with the preceding written or electronic format in a meeting, their intent expression shall arrive at the Company at least two days prior to the shareholders’ meeting. When there is any repetition of the intent expression, the first one arriving at the Company shall prevail. However, it is not limited to the situation where the revocation of the prior intent expression is declared. For those shareholders who wish to attend a shareholders’ meeting in person after exercising their voting right in a written or electronic format, they shall revoke the aforesaid intent expression by using the same format as they used for exercising the voting right at least two days prior to the shareholders’ meeting. In case of overdue revocation, the written or electronic format shall prevail for exercising the voting right. In the case that the written or electronic format is used to exercise the voting right while the shareholder also entrusted a representative with a letter of proxy to attend the shareholders’ meeting, the voting right exercised by the attending representative shall prevail. Except otherwise stated in the Company Act or the Company’s Articles of Incorporation, a resolution shall be adopted bya majorityof the

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Amended Article	After Amendment	Before Amendment	Reason for amendment
	votes represented by the shareholders present at the meeting. The resolution can also be made through shareholders’ ballot casting case by case after the chairperson or his or her designated personnel announce the total voting shares entitled by the attending shareholders. Also, shareholders’ consent, objection and abstention results shall be posted on the Market Observation Post System. For any amendment or replacement of a same motion, the chairperson shall decide the sequence of the resolutions by including the original motion. If any of the resolutions is adopted, the others shall be deemed to be vetoed and no future voting shall be required. Ballot examiners and ballot counters shall be designated by the chairperson, in which the ballot examiners shall be shareholders. Ballot calculation for a shareholders’ meeting’s resolution or election motion shall be publicly conducted on the site where the shareholders’ meeting is held, and the voting results, including the statistical weighted voting shares, shall be announced on the spot and recorded in the meeting minutes accordingly. When the Company convenes a virtual	votes represented by the shareholders present at the meeting.~~When resolving~~ ~~a motion, if no objection from the~~ ~~shareholders present after inquired by~~ ~~th hi th lti hll b~~
		~~e carperson, e resouon sa e~~ ~~deemed to be adopted, and shall have~~ ~~the same effect as the voting made~~ ~~with the ballot casting method.~~The resolution can also be made through shareholders’ ballot casting case by case after the chairperson or his or her designated personnel announce the total voting shares entitled by the attending shareholders. Also, shareholders’ consent, objection and abstention results shall be posted on the Market Observation Post System. For any amendment or replacement of a same motion, the chairperson shall decide the sequence of the resolutions by including the original motion. If any of the resolutions is adopted, the others shall be deemed to be vetoed and no future voting shall be required. Ballot examiners and ballot counters shall be designated by the chairperson, in which the ballot examiners shall be shareholders. Ballot calculation for a shareholders’ meeting’s resolution or election motion shall be publicly conducted on the site where the shareholders’ meeting is held, and the voting results, including the statistical weighted voting shares, shall be announced on the spot and recorded in the meeting minutes accordingly.
	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

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Amended Article	After Amendment	Before Amendment	Reason for amendment
	the voting session ends or will be deemed abstained from voting. In the event of a virtual shareholders meeting, votes shall be counted at once after the chair announces the voting session ends, and results of votes and elections shall be announced
	immediately. When the Company convenes a hybrid
	shareholders meeting, if shareholders who have registered to attend the meeting online in accordance with Article 6 decide to attend the physical shareholders meeting in person, they shall revoke their registration two days
	before the shareholders meeting in the
	same manner as they registered. If their registration is not revoked within
	the time limit, they may only attend the shareholders meeting online. When shareholders exercise voting rights by correspondence or electronic
	means, unless they have withdrawn the
	declaration of intent and attended the shareholders meeting online, except for extraordinary motions, they will not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal.
Article 15	All matters resolved in a shareholders’ meeting shall be recorded in the meeting’s minutes book, which shall be signed or sealed by the chairperson and distributed to respective shareholders within 20 days after the shareholders’ meeting. The production and distribution of the meeting’s minutes book may be processed in an electronic form. For distribution of the preceding meeting’s minutes book, the Company maytransmit the meeting’s minutes	All matters resolved in a shareholders’ meeting shall be recorded in the meeting’s minutes book, which shall be signed or sealed by the chairperson and distributed to respective shareholders within 20 days after the shareholders’ meeting. The production and distribution of the meeting’s minutes book may be processed in an electronic form. For distribution of the preceding meeting’s minutes book, the Company maytransmit the meeting’s minutes	Modified with the act.

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Amended Article	After Amendment	Before Amendment	Reason for amendment
	book to the Market Observation Post System as the announcement method. The items including the meeting date and place, chairperson’s name, resolution method, main points of the meeting proceedings andtheir voting results (including the number of voting	book to the Market Observation Post System as the announcement method. The items including the meeting date and place, chairperson’s name, resolution method, main points of the meeting proceedings and~~the results~~, shall be literally recorded in the meeting minutes book, which shall be retained during the existence of the Company.
	rights), and disclose the number of voting rights won by each candidate in
	the event of an election of directors or supervisors,shall be literally recorded in the meeting minutes book, which shall be retained during the existence of the Company. Where a virtual shareholders meeting is convened, in addition to the particulars to be included in the meeting minutes as described in the preceding paragraph, the start time and
	end time of the shareholders meeting, how the meeting is convened, the chair's and secretary's name, and actions to be taken in the event of disruption to the virtual meeting platform or participation in the meeting online due to natural disasters,
	accidents or other force majeure events, and how issues are dealt with shall also be included in the minutes. When convening a virtual-only shareholder meeting, other than compliance with the requirements in the preceding paragraph, the Company
	shall specify in the meeting minutes alternative measures available to shareholders with difficulties in attending a virtual-only shareholders meeting online.
Article 16	The Company shall prepare a statistical list for the shares solicited by solicitors and the ones represented by the entrusted proxiesand the number of shares represented by shareholders attending the meeting by	The Company shall prepare a statistical list for the shares solicited by solicitors and the ones represented by the entrusted proxies, and disclose it at the meeting site on the shareholders’ meeting day.	Modified with the act.

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Amended Article	After Amendment	Before Amendment	Reason for amendment
	correspondence or electronic means, and disclose it at the meeting site on the shareholders’ meeting day.In the event a virtual shareholders meeting, the Company shall upload the above meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this	If the resolution adopted at a shareholders’ meeting is regulated by law or stipulated by Taiwan Stock Exchange Corporation as material information, the Company shall transmit the content to Market Observation Post System within the regulated time limit.
	information disclosed until the end of the meeting. During the Company's virtual shareholders meeting, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the virtual meeting platform. The same shall apply whenever the total number
	of shares represented at the meeting and a new tally of votes is released during the meeting. If the resolution adopted at a shareholders’ meeting is regulated by law or stipulated by Taiwan Stock Exchange Corporation as material information, the Company shall transmit the content to Market Observation Post System within the regulated time limit.
Article 19	In the event of a virtual shareholders meeting, the Company shall disclose real-time results of votes and election immediately after the end of the voting	Addition	Modified with the act.
	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 the Company convenes a virtual-only shareholders meeting, both the chair and secretary shall be in	Addition	Modified with the act.
	the same location, and the chair shall declare the address of their location when the meeting is called to order.

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Amended Article	After Amendment	Before Amendment	Reason for amendment
Article 21	In the event of a virtual shareholders meeting, the Company may offer a simple connection test to shareholders prior to the meeting, and provide relevant real-time services before and during the meeting to help resolve communication technical issues. In the event of a virtual shareholders meeting, when declaring the meeting open, the chair shall also declare, unless under a circumstance where a meeting is not required to be postponed to or resumed at another time under Article 44-20, paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than 30	Addition	Modified with the act.
	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

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Amended Article	After Amendment	Before Amendment	Reason for amendment
	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 the Company convenes a hybrid
	shareholders meeting, and the virtual meeting cannot continue as described in second paragraph, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, still meets the minimum legal requirement for a shareholder meeting,
	then the shareholders meeting shall continue, and not postponement or resumption thereof under the second paragraph is required. 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, the Company shall handle

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Amended Article	After Amendment	Before Amendment	Reason for amendment
	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, the Company 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, the Company shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online.	Addition	Modified with the act.
Article 23	Article23 The Rules shall be implemented after adoption by the Board of Shareholders. The same shall apply in case of any revision.	Article~~19~~ The Rules shall be implemented after adoption by the Board of Shareholders. The same shall apply in case of any revision.	Modified with the act.

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Attachment 12：The Announcement List of the Directors (including Independent Directors) Candidates

No.	Title	Name	No. of Shares Held	Main Qualifications	Current Position	The reason why the director who has served as an independent director for three consecutive terms is nominated again for the independent directorship
1	Director	Fu Hui-Tung	469,993	Master of Business Administration, University of Southern Queensland, Australia Laboratory Department, Central Taiwan University of Science and Technology (originally known as Department of Radiological Technology , ChungTai Junior College)	Chairman of Excelsior Group Holdings Co., Ltd. Director of Bestchain Healthtaiwan Co., Ltd. Chairman of Dynamic Medical Technologies Inc. Director of Visionfront Corporation Director of Excelsior Beauty Co., Ltd. Chairman of Xuan Hui Investment Co., Ltd. Chairman of Excelsior Healthcare Co., Ltd. Director of Excelsior Group Holdings Ltd. Chairman of Asia Best Healthcare Co., Ltd. Chairman of Arich Enterprise Co., Ltd. Chairman of Excelsior Medical (HK) Co., Ltd. Director of SinoExcelsior Investment Incorporation Director of CYJ International Co., Ltd. Chairman of Excelsior Asset Management Co., Ltd. Director of Excelsior Health Foundation Chairman of Excelsior Investment(Malaysia)Co. Ltd	Not applicable
2	Director	Chang Ming-Cheng	155,036	College of Medicine, National Taiwan University Bachelor of Science in Department of Medical Technology Bachelor of Business Administration, University of Ottawa Product manager of B. BRAUN TAIWAN CO., LTD. Deputy General Manager of Excelsior Medical Co., Ltd. General Manager of EG Healthcare,Inc.	General Manager of Excelsior Medical Co., Ltd. Director of Jiate Excelsior Co., Ltd. Director of Dynamic Medical Technologies Inc. Director of Bestsmile Co., Ltd. Director of Visionfront Corporation Director of Excelsior Renal Service Co., Ltd. (Hong Kong) Director of Arich Enterprise Co., Ltd. Director of Arich Best Chain Co.,Ltd.	Not applicable

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No.	Title	Name	No. of Shares Held	Main Qualifications	Current Position	The reason why the director who has served as an independent director for three consecutive terms is nominated again for the independent directorship
				General Manager of Jiate Excelsior Co., Ltd.	Director of Excelsior Health Foundation Director of Renal Laboratories Sdn. Bhd. Director of Medi-Chem System Sdn. Bhd Director of NephroCare Limited Director of Cardinal Medical ServicesLtd.
3	Director	Hsieh Yen-Sheng	641,200	Master of Business Administration, University of Southern Queensland, Australia Department of Industrial Engineering, Chung Yuan Christian University	Chairman of Pu Yu Investment Co., Ltd. Director of Unimicron Technology Corp. Independent Director of Yufo Electronics Co. Ltd. Director of Quan Ren Zhong Yuan Yu Cheng Investment Co., Ltd. Director of Goldred Nanobiotech Co., Ltd. Supervisor of Cheznous Hotel Co.,Ltd.	Not applicable
4	Director	Excelsior Group Holdings Co., Ltd. Representative: Chen, Tun-Ling	14,914,833	Department of Medicine, Taipei Medical University Physician and Nephrologist Director of Feng Yuan Chen General Hospital Director of Shinshen Hospital Director of Jia Ping Clinic Director of Taiwan Society of Nephrology Director of Taiwan Society of Nephrology Public Affairs Committee	Nephrologist (Director) of Jia Ming Clinic Honorary President of Taiwan Society of Dialysis Medical Technologists Nephrologist of Kaohsiung Yuoshen Hospital	Not applicable
5	Director	Excelsior Group Holdings Co., Ltd. Representative: Chang, Hsien-Cheng	14,914,833	Bachelor of Business Administration,National Chung Hsing University Chairman of Jia-yao Drugs Co., Ltd. General Manager of Bailijia logistics Co., Ltd. General Manager of Bestchain Healthtaiwan Co., Ltd. General Manager of Arich Enterprise Co.,Ltd.	Director of Arich Enterprise Co., Ltd. Chairman of Bestchain Healthtaiwan Co., Ltd. Director of Arich Best Chain Co., Ltd.	Not applicable

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No.	Title	Name	No. of Shares Held	Main Qualifications	Current Position	The reason why the director who has served as an independent director for three consecutive terms is nominated again for the independent directorship
6	Director	Fu Jo-Hsuan	100,000	Bachelor of Business Administration, Department of Information Management, National Central University Senior Advisor of Abeam Consulting Ltd. General Manager of Dynamic Medical Technologies Inc.	Chairman of Excelsior Investment Co., Ltd. Director of Excelsior Group Holdings Co., Ltd. General Manager of Excelsior Renal Service Co., Ltd. (Hong Kong) General Manager of Jiate Excelsior Co., Ltd. Director of Bestchain Healthtaiwan Co., Ltd. Director of Dynamic Medical Technologies Inc. Director of Excelsior Beauty Co., Ltd. Director of Dynamic Medical Technologies (Hong Kong) Ltd. Director of SinoExcelsior Investment Inc. Chairman of CYJ International Taiwan Inc. Director of Medytox Taiwan Inc. Dirtctor of Excelsior Asset Management Co., Ltd. Director of Excelsior Health Foundation Director of Renal Laboratories Sdn. Bhd. Director of Medi-Chem Systems Sdn. Bhd Director of Excelsior Long-term Care Corporation Director of Chia En Long-term Care Corporation General Manager of NephroCare Limited General Manager of Cardinal MedicalServicesLtd.	Not applicable
7	Independent Director	Chang Wu-I	0	Researcher of International Tax Planning, Law School, Harvard University Master of Finance, National Chengchi University Bachelor of Economics, National Chung Hsing University Partner of Taxation Department, KPMG Taiwan Chairperson of KPMG Taiwan	Independent Director of Aerowin Technology Corp.	With professional experience needed in accounting and taxation, he is of great help to the Company’s operation, and actively participates in the operation of the board of directors. It is expected to continue to be nominated as an independent director candidate, who is an important consultation of the board of directors.

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No.	Title	Name	No. of Shares Held	Main Qualifications	Current Position	The reason why the director who has served as an independent director for three consecutive terms is nominated again for the independent directorship
8	Independent Director	Kuo Yu-Chia	0	Bachelor of Laws, National Taiwan University Master of Laws, George Washington University	Director of Teleport Access Services, Inc. Chairman of Kai Sen Investment Co. Ltd. Chairman of Kai Sen Management Consulting Co., Ltd. Director of Excellent Water Appraisal Intelligence & Co.	Not applicable
9	Independent Director	Jhan, Cian-Long	0	PhD in Accounting, Nova University Dean of Soochow University Business School Dean of Soochow University Independent Director of Yatai Imaging Co., Ltd.	Professor and Dean of Soochow University Independent Director of Taiwan Semiconductor Co., Ltd. Independent Director of Jess-link Products Co., Ltd. (The company will be re-elected on June 15, 2022, he will not be re-elected for the next term) Independent Director of Taiyen Biotech Co., Ltd. (The company will be re-elected on June 23, 2022, he will not be re-elected for the next term) Independent Director of Asia Optical Co., Inc. Director of Heran Co.,Ltd.	Not applicable

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Attachment 13：The Impact of Stock Dividend Issuance on Business Performance, EPS and Shareholders Return Rate

Description	Description	Description	2022(forecast)
Opening paid-in capital			NT$1,411,489,700
Status of current year dividend distribution (Note 1)	Cash dividend per share (note 2)		NT$3.5
	Per-share stock dividend from capital increase by earnings recapitalization		0.050000003 shares
	Per-share stock dividend from capital increase by capital surplus		0 shares
Change in business performance	Profit from operations		N/A (Note 3)
	Increase (decrease) ratio of profit from operations from the same period of the previous year		N/A (Note 3)
	Net profit after tax		N/A (Note 3)
	Increase (decrease) ratio of net profit after tax from the same period of the previous year		N/A (Note 3)
	EPS (retroactive adjustment)		N/A (Note 3)
	Increase (decrease) ratio of EPS from the same period of the previous year.		N/A (Note 3)
	Annual average ROI (annual average P/E ratio)		N/A (Note 3)
Pro forma EPS and P/E	If the capital increase by earnings recapitalization is totally distributed as the cash dividend	Pro forma EPS	N/A (Note 3)
		Pro forma annual average ROI	N/A (Note 3)
	If the capital increase by capital surplus is not processed	Pro forma EPS	N/A (Note 3)
		Pro forma annual average ROI	N/A (Note 3)
	If the capital surplus is not processed, and the capital increase by earnings recapitalization is distributed as the cash dividend	Pro forma EPS	N/A (Note 3)
		Pro forma annual average ROI	N/A (Note 3)

Note 1: As adopted by the Company’s Board of Directors on March 11, 2022.

Note 2: In case of any change in the per-share cash dividend as a result of the fact that any holder of the convertible corporate bond issued by the Company applies for conversion or repurchase of the Company’s shares, or the treasury stock is transferred or deleted, or carries out a cash capital increase , which further affects the number of the Company’s outstanding shares, Chairman shall be authorized to adjust the shareholder’s cash dividend rate according to the distribution amount adopted for this proposal and the number of the Company’s actual outstanding shares.

Note 3: According to the “Regulations Governing the Publication of Financial Forecasts of Public Companies”, the Company is not required to release its 2022 financial forecast, so such information is not available.

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Attachment 14：The Shareholding situation of Directors

Shares required to be held by the Company’s current directors and supervisors are as follows: The Company’s common stock shares 141,148,970 shares The ratio of the shares required to be held by the entire body of directors (note) 7.5％ The shares required to be held by the entire body of directors (note) 8,468,938 shares
Note: According to Article 2 of the “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies”, the amount of the total registered shares held by the entire body of directors and supervisors shall not be less than the regulated ratio of the amount of the total shares issued by the Company. However, if the amount of the total shares held by the entire body of directors or supervisors is less than the amount of the maximum shares required by the previous rank, the total amount of the maximum shares of the previous rank shall prevail.

Also, according to the preceding Rules of the same Article, the shares held by the independent directors elected by the Company shall not be included in the total amount referred to in the preceding paragraph. If the number of the elected independent directors is more than two, the ratio of the shares held by entire body of directors, excluding the independent directors, can be reduced to 80% of the shareholding ratio calculated according to the preceding paragraph. Furthermore, as Excelsior has established the audit committee that satisfies the requirements of the securities and Exchange Act, the minimum shareholding requirements for supervisors do not apply.

2. The shares held by the Company’s directors and supervisors and their shareholding ratios are as below:

Title	Name	As of April 23,2022 – the date suspending share ownership transfer	As of April 23,2022 – the date suspending share ownership transfer
		Shares	Shareholding ratio
Director	Fu Hui-Tung	469,993	0.33%
Director	WangMing-Ting	63,428	0.04%
Director	Hsieh Yen-Sheng	641,200	0.46%
Director	Excelsior Group Holdings Co., Ltd. Representatives: Chen Tun-Ling, ChangHsien-Cheng	14,914,833	10.57%
Director	Fu Jo-Hsuan	100,000	0.07%
Independent director	Chan Tzu-Sheng	408	0%
Independent director	Chang Wu-I	0	0%
Independent director	Kuo Yu-Chia	0	0%
Total shares held by directors and their total shareholdingratio		16,189,862	11.47%

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AI assistant

EXCELSIOR — AGM Information 2022

52380_rns_2022-07-05_93056fdd-640e-4451-8da5-924efe674a43.pdf

EXCELSIOR MEDICAL CO., LTD.

Handbook for the 2022 Annual Meeting of Shareholders

Place: 1F,No. 168, Minzu Rd., Banqiao Dist., New Taipei City, Taiwan (R.O.C.)

Table of Contents

I. Procedure for the 2022 Annual Shareholders’ Meeting

II. Agenda for the Annual Shareholders’ Meeting

III. Agenda of the Annual Shareholders’ Meeting

1. Call meeting to order

2. Chairman’s address

3. Report Items

4. Proposal Items

Excelsior Medical Co., Ltd. Earnings Distribution Table Year 2021

5. Discussion Items

6. Election matters

7. Other matters

8. Other business and special motion

9. Meeting adjournment

IV. Attachment

Attachment 1：Rules of Procedure for Shareholders’ Meetings (before amendment, prior to this shareholders’ meeting)

Articles of Incorporation Excelsior Medical Co., Ltd.

Chapter 1 General Provisions

Chapter 3 Shareholders’ Meetings

Chapter 4 Directors and managerial officers

Chapter 5 Accounting

Chapter 6 Supplementary Provisions

Attachment 3：Election Procedures for Board Directors

Excelsior Medical Co., Ltd. Election Procedures for Board Directors

Article 1

Article 2

Article 3

Article 4

Article 5

Article 6

Article 7

Article 8

Article 9

Article 10

Article 11

Article 12

Article 13

Article 14

Attachment 4：Business Report

Business Report

Dear Shareholders,

3. Status of cash flows

(2)Consolidated statement of cash flows

4. Analysis and comparison of profitability

(1) Analysis of individual profitability

5. R&D status

II. The 2022 business plan

III. Future corporate development strategies

Audit Committee’s Review Report

Attachment 6：Financial Reports

Independent Auditors ’ Report

Opinion

Basis for Opinion

Key Audit Matters

How the matter was addressed in our audit:

Other Matter

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

Auditor ’ s Responsibilities for the Audit of the Financial Statements

KPMG

Notes to Readers

EXCELSIOR MEDICAL CO., LTD.

BALANCE SHEETS

DECEMBER 31, 2021 AND 2020

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE) EXCELSIOR MEDICAL CO., LTD.

STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, EXCEPT EARNINGS PER SHARE)

(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE) EXCELSIOR MEDICAL CO., LTD.

STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE) EXCELSIOR MEDICAL CO., LTD.

STATEMENTS OF CASH FLOWS

EXCELSIOR AGM Information 2022