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FRMSL — AGM Information 2026
Jun 5, 2026
52425_rns_2026-06-05_1b4bb77b-756f-4476-bfad-4a0f26392703.pdf
AGM Information
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FORMOSA LABORATORIES, INC.
Stock Code: 4746
Formosa Laboratories, Inc.
2026 Annual Shareholders' Meeting Meeting Handbook (Translation)
Meeting Time: 9:30am, Wednesday, June 24, 2026
Location: Taoyuan City Monarch Skyline Hotel B1 Purple Cloud Hall 2 (B1, No. 108, Section 1, Nankan Road, Luzhu District, Taoyuan City)
Notice to readers
This English-version meeting handbook is a summary translation of the Chinese version and is not an official document of the shareholders’ meeting. If there is any discrepancy between the English and Chinese versions, the Chinese version shall prevail.
Table of Contents
I. 2026 Annual Shareholders' Meeting Procedure ... 1
II. 2026 Annual Shareholders' Meeting Agenda ... 2
1. Report Items ... 3
2. Ratification Items ... 4
3. Discussion Items ... 6
4. Extemporary Motions ... 6
5. Adjournment ... 6
III. Attachments
1. 2025 Business Report ... 7
2. Audit Committee’s Audit Report ... 9
3. Details Of 2025 Individual Remuneration For Directors ... 10
4. Independent Auditors' Report And 2025 Consolidated Financial Statements ... 11
5. Independent Auditors' Report And 2025 Parent Company Only Financial Statements ... 24
6. Comparison Table Of The Articles Of Incorporation Before And After Amendment ... 37
7. Concurrent Positions Held By Directors Proposed For Exemption From Non-Competition Restrictions ... 41
IV. Appendices
1. Rules Of Procedure For Shareholders’ Meetings ... 42
2. Articles Of Incorporation (Before Amendment) ... 47
3. Shareholdings Of Directors ... 53
1
Formosa Laboratories, Inc.
2026 Annual Shareholders' Meeting Procedure
- Call the Meeting to Order
- Chairman's Remarks
- Report Items
- Ratification Items
- Discussion Items
- Extemporary Motions
- Adjournment
2
Formosa Laboratories, Inc.
2026 Annual Shareholders' Meeting Agenda
- Meeting Time : 9:30am, Wednesday, June 24, 2026
- Location: Monarch Skyline Hotel B1 Purple Cloud Hall 2 (B1, No. 108, Section 1, Nankan Road, Luzhu District, Taoyuan City)
- Meeting Convening Method : Physical Shareholder's Meeting
- Call the Meeting to Order
- Chairman's Remarks
- Report items
(1) 2025 Business Report.
(2) Audit Committee's Review Report on 2025 financial results.
(3) 2025 employees' and directors' remuneration distribution.
(4) 2025 directors' remuneration Report. - Ratification Items
(1) 2025 Business Report and Financial Statements.
(2) 2025 earnings distribution. - Discussion Items
(1) Discussion of amendments to the Company's "Articles of Incorporation".
(2) Discussion to approve the lifting of noncompetition restrictions for the directors and their representatives. - Extemporary Motions
- Adjournment
Report Items
Proposal 1
Subject: 2025 Business Report.
Explanation: For details of the 2025 Business Report, please refer to Attachment 1 on page 7-8.
Proposal 2
Subject: Audit Committee's Review Report on 2025 financial results.
Explanation: For details of the Audit Committee's Review Report, please refer to Attachment 2 on page 9.
Proposal 3
Subject: 2025 employees' and directors' remuneration distribution.
Explanation:
(1) According to the resolution of the Board of Directors on March 12, 2026, the Company plans to distribute NT$50,400,000 as employee remuneration and NT$7,200,000 as director remuneration.
(2) The aforementioned employee remuneration will be distributed entirely in cash, and the recipients may include employees of the Company's subsidiaries who meet certain conditions.
Proposal 4
Subject: 2025 directors' remuneration Report.
Explanation:
(1) The remuneration policies, systems, standards, and structures for directors and independent directors of the Company, and the correlation between the amount of remuneration and the responsibilities and risks assumed, are as follows:
-
According to the Articles of Incorporation of the Company, the board of directors is authorized to determine the remuneration of the directors of the Company based on their level of participation in the operation of the Company and the value of their contributions, taking into account industry standards. It is also stipulated that if the Company makes a profit in the year, no more than 2% shall be appropriated as remuneration for directors by resolution of the board of directors.
-
According to the Company's Remuneration Policy for Directors, Members of Functional Committees, and Managers, the remuneration of Directors is allocated based on weighted calculations that reflect their level of participation in company operations and value contribution. Additionally, they may receive an attendance fee of NT$20,000 per Board of Directors meeting. The Company's Independent Directors do not participate in profit distribution. Regardless of the Company's profit or loss, they are paid a monthly remuneration of NT$50,000. Additionally, when attending multiple meetings, including the Board of Directors meeting on the same day, they may receive a maximum attendance fee of NT$30,000.
(2) For details of the 2025 Individual Directors' Remuneration, please refer to Attachment 3 on page 10.
4
Ratification Items
Proposal 1 (Proposed by the Board of Directors)
Subject: 2025 Business Report and Financial Statements.
Explanation: (1) The Company's consolidated financial statements and parent company only financial statements for 2025 were audited by CPAs Yen, Yu Fang and Teng, Sheng Wei from Pricewaterhouse Coopers, and an unqualified audit report has been issued. Subsequently, the Audit Committee reviewed both the business report and the audit report and issued its own report. On March 12, 2026, the Board of Directors approved these reports for presentation at the Shareholders' Meeting. Please refer to Attachment 1, 2, 4, and 5 on page 7-8, page 9, page 11-23, and page 24-36, respectively.
(2) The above is submitted for approval.
Resolution:
Proposal 2 (Proposed by the Board of Directors)
Subject: 2025 earnings distribution.
Explanation: (1) The after-tax net profit for 2025 was NT$441,107,088, and the 2025 Earnings Distribution Table was prepared in accordance with the Articles of Incorporation as shown in the table below. This was approved by the Board of Directors on March 12, 2026, and is submitted to the Shareholders' meeting for ratification.
2025 Earnings Distribution Table
| Unit: NT$ | ||
|---|---|---|
| Retained earnings at the beginning of the period | 2,036,763,307 | |
| Net profit after tax for the current period | 441,107,088 | |
| Plus: Adjustment of retained earnings in 2025 (Note) | 766,742 | |
| Current distributable earnings | 2,478,637,137 | |
| Less: Provision of legal reserve | (44,187,383) | |
| Less: Special surplus reserve | (8,142,400) | |
| Distribution items | ||
| Less: Shareholder cash dividends (NT$3 per share) | (360,767,889) | |
| Total distribution | (413,097,672) | |
| Retained earnings at the end of the period | 2,065,539,465 |
Explanation: Actuarial profit and loss impact of IFRS 19 Employee Benefits
Chairman: Cheng, Chen-Yu
President: Cheng, Chen-Yu
Accounting Supervisor: Lo, Yu-Chen
(2) The cash dividends to be distributed under this earnings appropriation shall be allocated in proportion to the shareholdings of shareholders recorded in the shareholders register as of the ex-dividend record date, at NT$3 per share. Any fractional amount less than NT$1 shall be rounded down, and the aggregate of such fractional amounts shall be recognized as other income of the Company.
(3) After this proposal is approved by the 2026 Annual Shareholders' Meeting, the Chairman is authorized to determine the ex-dividend record date, payment date, and other related matters.
(4) The above is submitted for approval.
Resolution:
5
6
Discussion Items
Proposal 1 (Proposed by the Board of Directors)
Subject: Discussion of amendments to the Company's "Articles of Incorporation".
Explanation:
(1) In accordance with the Company's operational needs and legal requirements, it is proposed to amend certain provisions of the Company's Articles of Incorporation. For details of the comparison table of the provisions before and after the amendments, please refer to Attachment 6 on page 37-40.
(2) The above is submitted for discussion.
Resolution:
Proposal 2 (Proposed by the Board of Directors)
Subject: Discussion to approve the lifting of noncompetition restrictions for the directors and their representatives.
Explanation:
(1) Pursuant to Article 209 of the Company Act, a Director who acts for himself or others within the scope of the Company's business shall explain the material contents of such acts to the Shareholder's meeting and obtain its approval. As certain Directors of the Company are currently involved in the management of other companies whose business scope is the same as or similar to that of the Company, it is proposed, in accordance with the said provision, to request the Shareholder's meeting to approve the release of the non-competition restrictions applicable to the Company's Directors during their term of office. The details of the concurrent positions held by the Directors for whom the release of non-competition restrictions is proposed are set forth in Attachment 7 (page. 41).
(2) The above is submitted for discussion.
Resolution:
Extemporary Motions
Adjournment
7
{Attachment 1}
Formosa Laboratories, Inc.
Business Report
- 2025 Business Results:
(1) Implementation Results of the Business Plan
The Company's consolidated operating revenue for 2025 reached NT$4,851,357 thousand, setting a new record high, representing a growth of 2.54% compared to 2024. The standalone operating revenue was NT$4,841,746 thousand, representing a growth of 5.14% compared to 2024. The after-tax net income was NT$441,107 thousand, with after-tax earnings per share of NT$3.67.
The revenue growth was driven by increases in Steroids, Anticancer Active Ingredients, and Contract Development and Manufacturing Organization (CDMO) business. Profitability grew by 180% compared to 2024, primarily attributable to the increase in revenue and a significant reduction in losses from non-operating financial asset valuation.
(2) Budget Execution Status
The Company did not disclose financial forecasts for 2025; therefore, this is not applicable.
(3) Analysis on Revenue and Expense and Profitability
| Year
Item | | 2024 | 2025 |
| --- | --- | --- | --- |
| Financial Structure | Debt to assets ratio (%) | 37.77 | 37.32 |
| | Long-term fund to fixed assets ratio(%) | 189.26 | 178.58 |
| Debt Servicing Capability | Current ratio (%) | 249.09 | 191.33 |
| | Quick ratio (%) | 168.28 | 126.36 |
| Profitability | Return on total assets (%) | 0.56 | 3.05 |
| | Shareholders’ return on total equity (%) | 0.76 | 4.57 |
| | Net margin (%) | 1.35 | 8.16 |
| | Earnings per share (NT$) | 1.31 | 3.67 |
- 2026 Business Plan Outline
(1) Operation Goals
- Optimize workforce allocation for Active Pharmaceutical Ingredients (APIs), antibody drug conjugate (ADC), and Injectable products while improving capacity utilization.
- Strengthen teamwork to expand the business scale of Contract Development and Manufacturing Organization (CDMO) in the most efficient manner.
- Expand the integration of the geographical advantages and strategic alliances of the U.S. subsidiary and Japanese investee companies to provide customers with convenient, prompt, high-quality, and cost-optimized services in order to enhance business scale.
-
Through more rigorous project management, selectively focus on products and initiate development schedules earlier to strengthen development efficiency and capture new product opportunities in generic drugs.
-
Effectively utilize outsourcing resources and actively develop cooperative partners, optimizing the mix of production items to maintain a niche position.
-
Continuously strengthen talent development and retention, and implement an effective Lessons Learned mechanism to ensure seamless succession at key levels and enable the Company's Sustainable Development.
-
Continue to promote energy-saving and carbon-reduction projects, making appropriate investments and installations for Sustainable Development.
(2) Production Plan
-
Active Pharmaceutical Ingredients (APIs): By optimizing production scheduling, we aim to enhance capacity utilization, maximize output, and consequently, diminish costs while augmenting profits.
-
Injection products: Pursuant to our objective of mitigating deviations, we aim to complete official factory inspections within domestic and international jurisdictions, thereby actively pursuing orders from multinational enterprises.
(3) Research and Development Plan
-
Focus on the development of proprietary generic drug injections utilizing in-house API, thereby elevating the barrier to competitive entry.
-
Continuously accumulate and construct intellectual property assets possessing patentability and utility.
-
Secure customer adoption of at least two new Active Pharmaceutical Ingredients (APIs) products per year for development, strengthening new product development for Generic Drugs.
Chairman: Cheng, Chen-Yu
President: Cheng, Chen-Yu
Accounting Supervisor: Lo, Yu-Chen
{ATTACHMENT 2}
Audit Committee’s Audit Report
The Board of Directors has prepared the Company's 2025 Business Report, consolidated and parent company only financial statements, and proposal for earnings distribution. The consolidated and parent company only financial statements have been audited by CPAs Teng, Sheng-Wei and Yen, Yu-Fang of Pricewaterhouse Coopers Taiwan, who have issued an unqualified opinion in their audit report. The above-mentioned Business Report, consolidated and parent company only financial statements, and proposal for earnings distribution have been reviewed by the Audit Committee and found to be accurate. Therefore, in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, this report is hereby submitted for your review.
Sincerely,
Formosa Laboratories, Inc. 2026 Annual Shareholders' Meeting
Convener of the Audit Committee: Chen, Yi-Fen
March 12, 2026
{ATTACHMENT 3}
Details of 2025 individual remuneration for Directors
| Title | Name | Directors' remuneration | Sum of A, B, C, and D and the sum as a percentage of net income | Remuneration as an employee | Sum of A, B, C, D, E, F and G and the sum as a percentage of net income (note10) | Remuneration from investees other than subsidiaries, or parent company | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remuneration (A) | Pension upon retirement(B) | Directors' remuneration (C) | Service expenses(D) | Salaries, bonuses, special allowances, etc.(E) | Pension upon retirement(F) | Employees' compensation(G) | ||||||||||||||||
| The Company | All companies contained in the financial report | The Company | All companies contained in the financial report | The Company | All companies contained in the financial report | The Company | All companies contained in the financial report | The Company | All companies contained in the financial report | The Company | All companies contained in the financial report | The Company | All companies contained in the financial report | Cash amount | Stock amount | Stock amount | Cash amount | Stock amount | Cash amount | |||
| Director | Cheng, Chen-Yu | - | - | - | - | 2,400 | 2,400 | 100 | 136 | 2,500 0.57 | 2,536 0.57 | 6,848 | 6,848 | - | - | 628 | - | 628 | - | 9,976 2.26 | 10,012 2.27 | 40 |
| Augusta Inc. Representative: Fang, Pei-Wei | - | - | - | - | 1,200 | 1,200 | 100 | 100 | 1,300 0.29 | 1,300 0.29 | - | - | - | - | - | - | - | - | 1,300 0.29 | 1,300 0.29 | - | |
| Yuan Qing Investment Inc. Representative: Shie, Hung-Min | - | - | - | - | 1,200 | 1,200 | 100 | 100 | 1,300 0.29 | 1,300 0.29 | - | - | - | - | - | - | - | - | 1,300 0.29 | 1,300 0.29 | - | |
| Hygica Biotech Ltd. Representative: Lee, Chien-Hung | - | - | - | - | 1,200 | 1,200 | 100 | 100 | 1,300 0.29 | 1,300 0.29 | - | - | - | - | - | - | - | - | 1,300 0.29 | 1,300 0.29 | - | |
| Heng Lang Limited Corporation. Representative: Hu, Yi-Kan | - | - | - | - | 1,200 | 1,200 | 100 | 100 | 1,300 0.29 | 1,300 0.29 | - | - | - | - | - | - | - | - | 1,300 0.29 | 1,300 0.29 | - | |
| Independent Director | Chen, Yi-Fen | 600 | 600 | - | - | - | - | 140 | 140 | 740 0.17 | 740 0.17 | - | - | - | - | - | - | - | - | 740 0.17 | 740 0.17 | - |
| Lu, Ta-Jung | 600 | 600 | - | - | - | - | 140 | 140 | 740 0.17 | 740 0.17 | - | - | - | - | - | - | - | - | 740 0.17 | 740 0.17 | - | |
| Chuang, Tza-Zen | 600 | 600 | - | - | - | - | 140 | 140 | 740 0.17 | 740 0.17 | - | - | - | - | - | - | - | - | 740 0.17 | 740 0.17 | - | |
| Chang, Ting-Jung | 600 | 600 | - | - | - | - | 140 | 140 | 740 0.17 | 740 0.17 | - | - | - | - | - | - | - | - | 740 0.17 | 740 0.17 | - |
{ATTACHMENT 4}
INDEPENDENT AUDITORS' REPORT AND 2025 CONSOLIDATED FINANCIAL STATEMENTS
To the Board of Directors and Shareholders of Formosa Laboratories, Inc.
Opinion
We have audited the accompanying consolidated balance sheets of Formosa Laboratories, Inc. and its subsidiaries (the "Group") as at December 31, 2025 and 2024, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of material accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission.
Basis for opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
-11-
~12~
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Company’s 2025 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.
Key audit matters for the Company’s 2025 consolidated financial statements are stated as follows:
Key audit matter - inventory valuation
Description
Refer to Note 4(13) for accounting policy on inventory valuation, Note 6(6) for details of inventory, and Note 5(1) for uncertainty of accounting estimates and assumptions in relation to inventory valuation.
The Group is primarily engaged in the manufacturing and sales of active pharmaceutical ingredients. Due to the intensely competitive market and the restriction of expiry date of active pharmaceutical ingredients, there is a higher risk in loss on decline in market value of expired or obsolete inventories. As the determination of impairment of inventories involves subjective judgement and estimation uncertainty and considering that the amount of inventories is significant to the financial statements, we identified the inventory valuation as a key audit matter.
How our audit addressed the matter
We performed the following audit procedures in relation to the above key audit matter:
A. Obtained an understanding of the Group’s operations and industry, assessed the reasonableness of the accounting policy in recognising the allowance for inventory valuation losses, and ascertained whether the accounting policy was applied consistently for both periods.
B. Obtained the net realisable value report of inventories, reviewed the calculation logic used and tested related parameters, including sales and purchase data files and other resource data.
C. Obtained the expiry information date of each inventory item, checked against related supporting documents, and assessed the reasonableness of the provision of allowance for loss on inventory decline in market value.
D. Verified the related documents we gathered during the physical inventory count and performed an inquiry with management and related personnel to verify whether the following have been addressed in the inventory list: a. Slow-moving inventory, b. Inventory that is over certain age, and c. Significant amount of damaged inventory.
Key audit matter - Impairment assessment of investments accounted for using equity method
Description
As of December 31, 2025, goodwill arising from the Group’s acquisition amounted to NT$60,403 thousand. Refer to Note 4(18) for details of related accounting policies, and Notes 5(2) and 6(9) for uncertainty of accounting estimates and assumptions in relation to impairment assessment of investments accounted for using equity method.
The Company measures the recoverable amount of cash generating unit by discounting estimated future cash flows of related research and development projects as basis for impairment assessment. As the amount of investments accounted for using equity method was significant, the valuation model adopted by the impairment assessment process belongs to significant accounting estimates, and the recoverable amount was determined based on projected future cash flows, we considered the impairment assessment of investments accounted for using equity method as a key audit matter.
-13-
How our audit addressed the matter
We performed the following audit procedures in relation to the above key audit matter:
A. Obtained an understanding of the estimation process of projected cash flows to ascertain whether it was in agreement with the budget of the investee.
B. Obtained the appraisal report of appraisers who were appointed by the management and performed the following audit procedures:
(1) Assessed whether the valuation model was reasonably matched with its industry, environment and assets to be valued.
(2) Compared the expected growth rate and net operating interest rate used in the estimation of future cash flows with historical result, economic documents and other external data.
(3) Assessed the discount rate used and compared with capital cost assumption of cash-generating units and return rates of similar assets.
C. Confirmed and measured the recoverable amount of cash-generating units by discounting estimated future cash flows to determine whether the recoverable amount exceeds the book value.
Other matter – Parent company only financial reports
We have audited and expressed an unmodified opinion on the parent company only financial statements of Formosa Laboratories, Inc. as at and for the years ended December 31, 2025 and 2024.
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 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.
-14-
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 supervisors, are responsible for overseeing the Group's financial reporting process.
Auditors' 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 auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-15-
-
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 auditors’ 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 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.
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.
-16-
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our 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.
Teng, Sheng-Wei
Yen, Yu-Fang
For and on Behalf of PricewaterhouseCoopers, Taiwan
March 12, 2026
The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and independent auditors' report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
~17~
FORMOSA LABORATORIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Assets | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| AMOUNT | % | AMOUNT | % | |||
| Current assets | ||||||
| 1100 | Cash and cash equivalents | 6(1) | $ 1,140,826 | 8 | $ 1,364,538 | 10 |
| 1110 | Financial assets at fair value through profit or loss - current | 6(2) and 8 | 150,418 | 1 | 118,852 | 1 |
| 1136 | Financial assets at amortised cost - current | 6(4) | 1,202,900 | 9 | 1,220,000 | 9 |
| 1170 | Accounts receivable, net | 6(5) | 1,046,002 | 8 | 1,178,581 | 9 |
| 1180 | Accounts receivable - related parties | 7 | 45,514 | - | 17,424 | - |
| 1200 | Other receivables | 72,023 | 1 | 59,428 | - | |
| 1210 | Other receivables - related parties | 7 | 401 | - | 35 | - |
| 1220 | Current income tax assets | 6(29) | 5,163 | - | 2,977 | - |
| 130X | Inventory | 6(6) | 1,715,718 | 12 | 1,711,571 | 12 |
| 1410 | Prepayments | 168,495 | 1 | 192,092 | 1 | |
| 1470 | Other current assets | 1,640 | - | 2,522 | - | |
| 11XX | Total current assets | 5,549,100 | 40 | 5,868,020 | 42 | |
| Non-current assets | ||||||
| 1510 | Financial assets at fair value through profit or loss - non-current | 6(2) and 8 | 1,168,890 | 8 | 1,363,846 | 10 |
| 1517 | Financial assets at fair value through other comprehensive income - non-current | 6(3) | 92,182 | 1 | 100,533 | 1 |
| 1550 | Investments accounted for under equity method | 6(7) | 24,528 | - | 17,045 | - |
| 1600 | Property, plant and equipment | 6(8) and 8 | 6,122,066 | 44 | 6,097,341 | 44 |
| 1755 | Right-of-use assets | 103,593 | 1 | 107,062 | 1 | |
| 1780 | Intangible assets | 6(9) | 353,111 | 3 | 215,040 | 1 |
| 1840 | Deferred income tax assets | 6(29) | 116,584 | 1 | 93,037 | 1 |
| 1900 | Other non-current assets | 6(8)(10) and 8 | 303,263 | 2 | 33,457 | - |
| 15XX | Total non-current assets | 8,284,217 | 60 | 8,027,361 | 58 | |
| 1XXX | Total assets | $ 13,833,317 | 100 | $ 13,895,381 | 100 |
(Continued)
FORMOSA LABORATORIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Liabilities and Equity | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| AMOUNT | % | AMOUNT | % | |||
| Current liabilities | ||||||
| 2100 | Short-term borrowings | 6(12) and 8 | $ 1,113,000 | 8 | $ 683,000 | 5 |
| 2110 | Short-term notes and bills payable | 6(13) | - | - | 49,982 | - |
| 2130 | Current contract liabilities | 6(22) | 125,915 | 1 | 62,188 | - |
| 2150 | Notes payable | - | - | 910 | - | |
| 2170 | Accounts payable | 274,356 | 2 | 218,026 | 2 | |
| 2200 | Other payables | 6(14) | 857,372 | 6 | 828,481 | 6 |
| 2220 | Other payables - related parties | 7 | 136 | - | 3,100 | - |
| 2230 | Current income tax liabilities | 30,941 | - | 69,448 | 1 | |
| 2280 | Current lease liabilities | 23,763 | - | 26,072 | - | |
| 2320 | Long-term liabilities, current portion | 6(15) and 8 | 440,337 | 3 | 388,145 | 3 |
| 2399 | Other current liabilities | 9 | 34,505 | 1 | 26,441 | - |
| 21XX | Total current liabilities | 2,900,325 | 21 | 2,355,793 | 17 | |
| Non-current liabilities | ||||||
| 2520 | Financial liabilities at amortised cost | 6(11) and 7 | ||||
| - non-current | 62,860 | - | 65,570 | 1 | ||
| 2527 | Non-current contract liabilities | 6(22) | 26,077 | - | 28,941 | - |
| 2540 | Long-term borrowings | 6(15) and 8 | 1,949,414 | 14 | 2,669,752 | 19 |
| 2570 | Deferred income tax liabilities | 13,456 | - | 20,970 | - | |
| 2580 | Non-current lease liabilities | 83,068 | 1 | 82,408 | 1 | |
| 2600 | Other non-current liabilities | 6(9) | 127,975 | 1 | 25,175 | - |
| 25XX | Total non-current liabilities | 2,262,850 | 16 | 2,892,816 | 21 | |
| 2XXX | Total liabilities | 5,163,175 | 37 | 5,248,609 | 38 | |
| Equity attributable to owners of parent | ||||||
| Share capital | 1 and 6(18) | |||||
| 3110 | Common stock | 1,202,560 | 8 | 1,202,560 | 9 | |
| Capital surplus | 6(17)(19) | |||||
| 3200 | Capital surplus | 3,570,380 | 26 | 3,773,468 | 27 | |
| Retained earnings | 6(20) | |||||
| 3310 | Legal reserve | 513,729 | 4 | 498,069 | 3 | |
| 3320 | Special reserve | 18,218 | - | 19 | - | |
| 3350 | Unappropriated retained earnings | 2,478,635 | 18 | 2,228,157 | 16 | |
| Other equity interest | 6(21) | |||||
| 3400 | Other equity interest | ( 26,339) | - | ( 18,198) | - | |
| 31XX | Equity attributable to owners of the parent | |||||
| 7,757,183 | 56 | 7,684,075 | 55 | |||
| 36XX | Non-controlling interest | 4(3) | 912,959 | 7 | 962,697 | 7 |
| 3XXX | Total equity | 8,670,142 | 63 | 8,646,772 | 62 | |
| Significant Contingent Liabilities and Unrecognised Contract Commitments | 9 | |||||
| Significant Events after the Balance Sheet Date | 11 | |||||
| 3X2X | Total liabilities and equity | $ 13,833,317 | 100 | $ 13,895,381 | 100 |
The accompanying notes are an integral part of these consolidated financial statements.
FORMOSA LABORATORIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except for earnings per share amount)
| Items | Notes | Year ended December 31, | |||||
|---|---|---|---|---|---|---|---|
| 2025 | 2024 | ||||||
| AMOUNT | % | AMOUNT | % | ||||
| 4000 | Sales revenue | 6(22) and 7 | $ 4,851,357 | 100 | $ 4,731,046 | 100 | |
| 5000 | Operating costs | 6(6)(27) and 7 | ( 2,819,255) | ( 58) | ( 2,682,330) | ( 57) | |
| 5900 | Net operating margin | 2,032,102 | 42 | 2,048,716 | 43 | ||
| Operating expenses | 6(27) and 7 | ||||||
| 6100 | Selling expenses | ( 229,269) | ( 5) | ( 213,137) | ( 4) | ||
| 6200 | General and administrative expenses | ( 280,809) | ( 6) | ( 289,118) | ( 6) | ||
| 6300 | Research and development expenses | ( 727,909) | ( 15) | ( 796,424) | ( 17) | ||
| 6450 | Impairment gain (loss) | 12(2) | 9,062 | - | ( 24,141) | ( 1) | |
| 6000 | Total operating expenses | ( 1,228,925) | ( 26) | ( 1,322,820) | ( 28) | ||
| 6900 | Operating profit | 803,177 | 16 | 725,896 | 15 | ||
| Non-operating income and expenses | |||||||
| 7100 | Interest income | 6(23) | 32,257 | 1 | 32,235 | 1 | |
| 7010 | Other income | 6(24) | 54,800 | 1 | 8,075 | - | |
| 7020 | Other gains and losses | 6(25) | ( 364,070) | ( 7) | ( 526,280) | ( 11) | |
| 7050 | Finance costs | 6(26) | ( 33,124) | ( 1) | ( 39,614) | ( 1) | |
| 7060 | Share of (loss)/profit of associates and joint ventures accounted for under equity method | 6(7) | |||||
| 8,710 | - | ( 2,161) | - | ||||
| 7000 | Total non-operating income and expenses | ( 301,427) | ( 6) | ( 527,745) | ( 11) | ||
| 7900 | Profit before income tax | 501,750 | 10 | 198,151 | 4 | ||
| 7950 | Income tax expense | 6(29) | ( 105,722) | ( 2) | ( 134,075) | ( 3) | |
| 8200 | Profit for the year | $ 396,028 | 8 | $ 64,076 | 1 | ||
| Other comprehensive income (loss) for the year | |||||||
| Components of other comprehensive income that will not be reclassified to profit or loss | |||||||
| 8311 | Losses on remeasurements of defined benefit plans | 6(17) | $ 958 | - | ($ 832) | - | |
| 8316 | Unrealised losses from investments in equity instruments measured at fair value through other comprehensive income | 6(3) | ( 8,348) | - | ( 52,736) | ( 1) | |
| 8349 | Income tax related to components of other comprehensive income that will not be reclassified to profit or loss | 6(31) | |||||
| ( 192) | - | 166 | - | ||||
| 8310 | Other comprehensive loss that will not be reclassified to profit or loss | ( 7,582) | - | ( 53,402) | ( 1) | ||
| Components of other comprehensive income that will be reclassified to profit or loss | |||||||
| 8361 | Financial statements translation differences of foreign operations | ( 5,146) | - | ( 4,243) | - | ||
| 8399 | Income tax relating to the components of other comprehensive income | 6(30) | 484 | - | 414 | - | |
| 8360 | Other comprehensive loss that will be reclassified to profit or loss | ( 4,662) | - | ( 3,829) | - | ||
| 8300 | Total other comprehensive loss for the year | ($ 12,244) | - | ($ 57,231) | ( 1) | ||
| 8500 | Total comprehensive income for the year | $ 383,784 | 8 | $ 6,845 | - | ||
| Profit attributable to: | |||||||
| 8610 | Owners of the parent | $ 441,107 | 9 | $ 157,268 | 3 | ||
| 8620 | Non-controlling interest | ( 45,079) | ( 1) | ( 93,192) | ( 2) | ||
| $ 396,028 | 8 | $ 64,076 | 1 | ||||
| Comprehensive income attributable to: | |||||||
| 8710 | Owners of the parent | $ 433,732 | 9 | $ 132,237 | 3 | ||
| 8720 | Non-controlling interest | ( 49,948) | ( 1) | ( 125,392) | ( 3) | ||
| $ 383,784 | 8 | $ 6,845 | - | ||||
| Earnings per share (in dollars) | 6(30) | ||||||
| 9750 | Basic earnings per share | $ | 3.67 | $ | 1.31 | ||
| 9850 | Diluted earnings per share | $ | 3.64 | $ | 1.30 |
The accompanying notes are an integral part of these consolidated financial statements.
FORMOSA LABORATORIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Equity attributable to owners of the parent | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Capital | Reserves | Retained Earnings | Other Equity Interest | Total | Non-controlling interest | Total equity | |||||||
| Notes | Share capital - common stock | Capital surplus, additional paid-in capital | Capital surplus, difference between consideration and carrying amount of subsidiaries acquired or disposed | Capital Surplus, changes in ownership interests in subsidiaries | Legal reserve | Special reserve | Unappropriated retained earnings | Financial statements translation differences of foreign operations | Unrealised gains (losses) from financial assets measured at fair value through other comprehensive income | ||||
| 2024 | |||||||||||||
| Balance at January 1, 2024 | $ 1,202,560 | $ 3,083,576 | $ - | $ 468,494 | $ 485,958 | $ 54,984 | $ 2,269,213 | ($ 13,685) | $ 19,852 | $ 7,570,952 | $ 639,249 | $ 8,210,201 | |
| Profit (loss) for the year | - | - | - | - | - | - | 157,268 | - | - | 157,268 | ( 93,192 ) | 64,076 | |
| Other comprehensive loss | - | - | - | - | - | - | ( 666 ) | ( 1,657 ) | ( 22,708 ) | ( 25,031 ) | ( 32,200 ) | ( 57,231 ) | |
| Total comprehensive income (loss) | - | - | - | - | - | - | 156,602 | ( 1,657 ) | ( 22,708 ) | 132,237 | ( 125,392 ) | 6,845 | |
| Appropriations of 2023 retained earnings | 6(20) | ||||||||||||
| Legal reserve | - | - | - | - | 12,111 | - | ( 12,111 ) | - | - | - | - | - | |
| Special reserve | - | - | - | - | - | ( 54,965 ) | 54,965 | - | - | - | - | - | |
| Cash dividends | - | - | - | - | - | - | ( 240,512 ) | - | - | ( 240,512 ) | - | ( 240,512 ) | |
| From differences between equity purchase price and carrying amount arising from actual disposal of subsidiaries | - | - | 1,586 | - | - | - | - | - | - | 1,586 | 2,003 | 3,589 | |
| Changes in ownership interests in subsidiaries | - | - | - | 194,237 | - | - | - | - | - | 194,237 | 436,212 | 630,449 | |
| Amortisation of compensation cost of employee stock options | 6(17) | - | - | - | 25,575 | - | - | - | - | - | 25,575 | 10,625 | 36,200 |
| Balance at December 31, 2024 | $ 1,202,560 | $ 3,083,576 | $ 1,586 | $ 688,306 | $ 498,069 | $ 19 | $ 2,228,157 | ($ 15,342 ) | ($ 2,856 ) | $ 7,684,075 | $ 962,697 | $ 8,646,772 | |
| 2025 | |||||||||||||
| Balance at January 1, 2025 | $ 1,202,560 | $ 3,083,576 | $ 1,586 | $ 688,306 | $ 498,069 | $ 19 | $ 2,228,157 | ($ 15,342 ) | ($ 2,856 ) | $ 7,684,075 | $ 962,697 | $ 8,646,772 | |
| Profit (loss) for the year | - | - | - | - | - | - | 441,107 | - | - | 441,107 | ( 45,079 ) | ( 396,028 ) | |
| Other comprehensive income (loss) | - | - | - | - | - | - | 766 | ( 1,935 ) | ( 6,206 ) | ( 7,375 ) | ( 4,869 ) | ( 12,244 ) | |
| Total comprehensive income (loss) | - | - | - | - | - | - | 441,873 | ( 1,935 ) | ( 6,206 ) | 433,732 | ( 49,948 ) | 383,784 | |
| Appropriations of 2024 retained earnings | 6(20) | ||||||||||||
| Legal reserve | - | - | - | - | 15,660 | - | ( 15,660 ) | - | - | - | - | - | |
| Special reserve | - | - | - | - | - | 18,199 | ( 18,199 ) | - | - | - | - | - | |
| Cash dividends | - | - | - | - | - | - | ( 157,535 ) | - | - | ( 157,535 ) | - | ( 157,535 ) | |
| Cash payment from capital surplus | 6(19) | - | ( 203,232 ) | - | - | - | - | - | - | - | ( 203,232 ) | - | ( 203,232 ) |
| Amortisation of compensation cost of employee stock options | 6(17) | - | - | - | 144 | - | - | - | - | - | 144 | 210 | 354 |
| Disposal of investments in equity instruments designated at fair value through other comprehensive income by subsidiaries | 6(3) | - | - | - | - | - | - | ( 1 ) | - | - | ( 1 ) | - | ( 1 ) |
| Balance at December 31, 2025 | $ 1,202,560 | $ 3,083,576 | $ 1,586 | $ 688,450 | $ 513,729 | $ 18,218 | $ 2,478,635 | ($ 17,277 ) | ($ 9,062 ) | $ 7,757,183 | $ 912,959 | $ 8,670,142 |
The accompanying notes are an integral part of these consolidated financial statements.
FORMOSA LABORATORIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Notes | Year ended December 31 | ||
|---|---|---|---|
| 2025 | 2024 | ||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| Profit before tax | $ 501,750 | $ 198,151 | |
| Adjustments | |||
| Adjustments to reconcile profit (loss) | |||
| Depreciation | 6(27) | 518,875 | 481,981 |
| Amortisation | 6(27) | 30,207 | 24,951 |
| Expected credit impairment (gain) loss | 12(2) | ( 9,062 ) | 24,141 |
| Net losses on financial assets at fair value through profit or loss | 6(25) | 181,824 | 523,052 |
| Interest expense | 6(26) | 33,124 | 39,614 |
| Interest income | 6(23) | ( 32,257 ) | ( 32,235 ) |
| Compensation cost of employee stock options | 6(17) | 354 | 36,201 |
| Share of (profit) loss of associates accounted for using equity method | 6(7) | ( 8,710 ) | 2,161 |
| (Gain) loss on disposal of property, plant and equipment | 6(25) | ( 88 ) | 21,607 |
| Gain from lease modification | 6(25) | ( 5 ) | ( 59 ) |
| Expenses transferred from prepayment for equipment (shown as other non-current assets) | 6(8) | 18,902 | 1,133 |
| Contingent consideration recognised as losses | 6(25) | - | 6,961 |
| Changes in operating assets and liabilities | |||
| Changes in operating assets | |||
| Accounts receivable | 141,659 | ( 254,545 ) | |
| Accounts receivable - related parties | ( 28,108 ) | ( 5,592 ) | |
| Other receivables | ( 12,865 ) | 4,287 | |
| Other receivables - related parties | ( 366 ) | ( 7 ) | |
| Inventory | ( 4,147 ) | ( 114,104 ) | |
| Prepayments | 23,597 | ( 82,637 ) | |
| Other current assets | 882 | ( 507 ) | |
| Changes in operating liabilities | |||
| Current contract liabilities | 60,863 | ( 133,973 ) | |
| Notes payable | ( 910 ) | ( 107 ) | |
| Accounts payable | - | 15,917 | |
| Other payables | 31,293 | 138,167 | |
| Other payables - related parties | ( 2,964 ) | 464 | |
| Other current liabilities | 8,064 | ( 6,419 ) | |
| Other non-current liabilities | 41,572 | 1,804 | |
| Cash inflow generated from operations | 1,493,484 | 890,407 | |
| Interest received | 29,213 | 29,795 | |
| Interest paid (excluding interest capitalization) | ( 33,161 ) | ( 40,493 ) | |
| Income taxes paid | ( 174,289 ) | ( 153,375 ) | |
| Net cash flows from operating activities | 1,315,247 | 726,334 |
(Continued)
FORMOSA LABORATORIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Notes | Year ended December 31 | ||
|---|---|---|---|
| 2025 | 2024 | ||
| CASH FLOWS FROM INVESTING ACTIVITIES | |||
| Acquisition of financial assets at fair value through profit or loss | ($ 35,687) | $ - | |
| Disposal of financial assets at fair value through profit or loss | 17,253 | 8,106 | |
| Acquisition of financial assets at amortised cost | (1,465,800) | (1,384,779) | |
| Proceeds from disposal of financial assets at amortised cost | 1,482,900 | 997,511 | |
| Acquisition of property, plant and equipment | 6(33) | (528,478) | (546,811) |
| Acquisition of intangible assets | 6(33) | (46,047) | (1,924) |
| Prepayments for equipment (shown as other non-current assets) | 6(8) | (268,599) | (39,142) |
| (Increase) decrease in guarantee deposits paid | (1,821) | 645 | |
| Share of profit of associates accounted for using equity method dividends received | 67 | 60 | |
| Proceeds from disposal of property, plant and equipment | 910 | 47,437 | |
| Net cash flows from acquisition of subsidiaries | 6(32) | - | (27,487) |
| Acquisition of subsidiaries | 6(33) | - | (79,289) |
| Net cash flows used in investing activities | (845,302) | (1,025,673) | |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
| Increase (decrease) in short-term loans | 6(34) | 430,000 | (753,596) |
| Decrease in short-term notes and bills payable | 6(34) | (49,982) | (49,977) |
| Proceeds from long-term debt | 6(34) | 4,880,000 | 6,540,000 |
| Repayments of long-term debt (including current portion) | 6(34) | (5,548,146) | (5,968,784) |
| Payments of lease liabilities | 6(34) | (29,069) | (29,078) |
| Cash dividends paid | 6(20) | (360,767) | (240,512) |
| Subsidiary cash increase and employee stock options | 6(31) | - | 630,449 |
| Proceeds from disposal of ownership interest in subsidiaries (without losing control) | 6(31) | - | 3,589 |
| Net cash flows from financing activities | (677,964) | 132,091 | |
| Effect of exchange rate changes on cash and cash equivalents | (15,693) | 5,773 | |
| Net decrease in cash and cash equivalents | (223,712) | (161,475) | |
| Cash and cash equivalents at beginning of year | 1,364,538 | 1,526,013 | |
| Cash and cash equivalents at end of year | $ 1,140,826 | $ 1,364,538 |
The accompanying notes are an integral part of these consolidated financial statements.
{ATTACHMENT 5}
Auditors' Report and 2025 Parent Company Only Financial Statements
To the Board of Directors and Shareholders of Formosa Laboratories, Inc.
Opinion
We have audited the accompanying parent company only balance sheets of Formosa Laboratories, Inc. (the “Company”) as at December 31, 2025 and 2024, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of material accounting policies.
In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission.
Basis for opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ responsibilities for the audit of the parent company only financial statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
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We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Company’s 2025 parent company only financial statements. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.
Key audit matters for the Company’s 2025 parent company only financial statements are stated as follows:
Key audit matter - inventory valuation
Description
Refer to Note 4(11) for accounting policy on inventory valuation, Note 6(5) for details of inventory, and Note 5(1) for uncertainty of accounting estimates and assumptions in relation to inventory valuation.
The Company is primarily engaged in the manufacturing and sales of active pharmaceutical ingredients. Due to the intensely competitive market and the restriction of expiry date of active pharmaceutical ingredients, there is a higher risk in loss on decline in market value of expired or obsolete inventories. As the determination of impairment of inventories involves subjective judgement and estimation uncertainty and considering that the amount of inventories is significant to the financial statements, we identified the inventory valuation as a key audit matter.
~25~
~26~
How our audit addressed the matter
We performed the following audit procedures in relation to the above key audit matter:
A. Obtained an understanding of the Company’s operations and industry, assessed the reasonableness of the accounting policy in recognising the allowance for inventory valuation losses, and ascertained whether the accounting policy was applied consistently for both periods.
B. Obtained the net realisable value report of inventories, reviewed the calculation logic used and tested related parameters, including sales and purchase data files and other resource data.
C. Obtained the expiry information date of each inventory item, checked against related supporting documents, and assessed the reasonableness of the provision of allowance for loss on inventory decline in market value.
D. Verified the related documents we gathered during the physical inventory count and performed an inquiry with management and related personnel to verify whether the following have been addressed in the inventory list: a. Slow-moving inventory. b. Inventory that is over certain age. and c. Significant amount of damaged inventory.
Key audit matter - Impairment assessment of investments accounted for using equity method
Description
As of December 31, 2025, the amount of the Company’s reinvestment was significant and the reinvestment generated goodwill. Refer to Notes 4(12) and (16) for details of related accounting policies, and Notes 5(2) and 6(6) for uncertainty of accounting estimates and assumptions in relation to impairment assessment of investments accounted for using equity method.
The Company measures the recoverable amount of cash generating unit by discounting estimated future cash flows of related research and development projects as basis for impairment assessment. As the amount of investments accounted for using equity method was significant, the valuation model used in the impairment assessment involves significant accounting estimates, and the recoverable amount was determined based on projected future cash flows, we considered the impairment assessment of investments accounted for using equity method as a key audit matter.
How our audit addressed the matter
We performed the following audit procedures in relation to the above key audit matter:
A. Obtained an understanding of the estimation process of projected cash flows to ascertain whether it was in agreement with the budget of the investee.
B. Obtained the appraisal report of appraisers who were appointed by the management and performed the following audit procedures:
(1) Assessed whether the valuation model was reasonably matched with its industry, environment and assets to be valued.
(2) Compared the expected growth rate and net operating interest rate used in the estimation of future cash flows with historical result, economic documents and other external data.
(3) Assessed the discount rate used and compared with capital cost assumption of cash-generating units and return rates of similar assets.
C. Confirmed and measured the recoverable amount of cash-generating units by discounting estimated future cash flows to determine whether the recoverable amount exceeds the book value.
Responsibilities of management and those charged with governance for the parent company only financial statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the 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 supervisors, are responsible for overseeing the Company's financial reporting process.
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Auditors’ responsibilities for the audit of the parent company only financial statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the 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 parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
~28~
-
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only 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.
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Teng, Sheng-Wei
Yen, Yu-Fang
For and on Behalf of PricewaterhouseCoopers, Taiwan
March 12, 2026
The accompanying parent company only financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying parent company only financial statements and independent auditors' report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
~30~
FORMOSA LABORATORIES, INC.
PARENT COMPANY ONLY BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Assets | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| AMOUNT | % | AMOUNT | % | |||
| Current assets | ||||||
| 1100 | Cash and cash equivalents | 6(1) | $ 880,626 | 7 | $ 913,750 | 7 |
| 1110 | Current financial assets at fair value through profit or loss | 6(2) and 8 | 150,076 | 1 | 117,534 | 1 |
| 1170 | Accounts receivable, net | 6(4) | 1,045,956 | 8 | 1,178,535 | 10 |
| 1180 | Accounts receivable - related parties | 7 | 48,668 | - | 19,823 | - |
| 1200 | Other receivables | 64,623 | 1 | 21,996 | - | |
| 1210 | Other receivables - related parties | 7 | 68,761 | 1 | 21,162 | - |
| 130X | Inventory | 6(5) | 1,713,193 | 14 | 1,709,472 | 14 |
| 1410 | Prepayments | 120,868 | 1 | 152,755 | 1 | |
| 1470 | Other current assets | 1,479 | - | 2,030 | - | |
| 11XX | Total current assets | 4,094,250 | 33 | 4,137,057 | 33 | |
| Non-current assets | ||||||
| 1510 | Financial assets at fair value through profit or loss - non-current | 6(2) and 8 | 1,168,890 | 9 | 1,363,846 | 11 |
| 1517 | Non-current financial assets at fair value through other comprehensive income | 6(3) | 90,642 | 1 | 95,382 | 1 |
| 1550 | Investments accounted for under equity method | 6(6) | 664,113 | 5 | 708,294 | 6 |
| 1600 | Property, plant and equipment | 6(7) and 8 | 6,090,481 | 48 | 6,092,507 | 48 |
| 1755 | Right-of-use assets | 68,865 | 1 | 68,028 | - | |
| 1780 | Intangible assets | 21,358 | - | 20,839 | - | |
| 1840 | Deferred income tax assets | 6(25) | 116,584 | 1 | 93,037 | 1 |
| 1900 | Other non-current assets | 6(7)(8) and 8 | 256,015 | 2 | 26,699 | - |
| 15XX | Total non-current assets | 8,476,948 | 67 | 8,468,632 | 67 | |
| 1XXX | Total assets | $ 12,571,198 | 100 | $ 12,605,689 | 100 |
(Continued)
FORMOSA LABORATORIES, INC.
PARENT COMPANY ONLY BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Liabilities and Equity | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| AMOUNT | % | AMOUNT | % | |||
| Current liabilities | ||||||
| 2100 | Short-term borrowings | 6(9) and 8 | $ 1,113,000 | 9 | $ 683,000 | 5 |
| 2110 | Short-term notes and bills payable | 6(10) | - | - | 49,982 | - |
| 2130 | Current contract liabilities | 6(18) and 7 | 115,701 | 1 | 57,681 | 1 |
| 2150 | Notes payable | - | - | 910 | - | |
| 2170 | Accounts payable | 274,356 | 2 | 218,026 | 2 | |
| 2200 | Other payables | 6(11) | 716,600 | 6 | 642,034 | 5 |
| 2220 | Other payables to related parties | 7 | 136 | - | 231 | - |
| 2230 | Current income tax liabilities | 30,941 | - | 69,448 | 1 | |
| 2280 | Current lease liabilities | 18,556 | - | 20,864 | - | |
| 2320 | Long-term liabilities, current portion | 6(12) and 8 | 440,337 | 4 | 388,145 | 3 |
| 2399 | Other current liabilities | 34,197 | - | 26,251 | - | |
| 21XX | Total current liabilities | 2,743,824 | 22 | 2,156,572 | 17 | |
| Non-current liabilities | ||||||
| 2527 | Non-current contract liabilities | 6(18) and 7 | 9,317 | - | 5,462 | - |
| 2540 | Long-term borrowings | 6(12) and 8 | 1,949,414 | 16 | 2,669,752 | 21 |
| 2570 | Deferred income tax liabilities | 6(25) | 9,732 | - | 16,677 | - |
| 2580 | Non-current lease liabilities | 51,025 | - | 47,501 | 1 | |
| 2600 | Other non-current liabilities | 50,703 | - | 25,650 | - | |
| 25XX | Total non-current liabilities | 2,070,191 | 16 | 2,765,042 | 22 | |
| 2XXX | Total liabilities | 4,814,015 | 38 | 4,921,614 | 39 | |
| Share capital | 1 and 6(14) | |||||
| 3110 | Common stock | 1,202,560 | 10 | 1,202,560 | 10 | |
| Capital surplus | 6(15) | |||||
| 3200 | Capital surplus | 3,570,381 | 28 | 3,773,468 | 29 | |
| Retained earnings | 6(16) | |||||
| 3310 | Legal reserve | 513,729 | 4 | 498,069 | 4 | |
| 3320 | Special reserve | 18,218 | - | 19 | - | |
| 3350 | Unappropriated retained earnings | 2,478,635 | 20 | 2,228,157 | 18 | |
| Other equity interest | 6(17) | |||||
| 3400 | Other equity interest | ( 26,340) | - | ( 18,198) | - | |
| 3XXX | Total equity | 7,757,183 | 62 | 7,684,075 | 61 | |
| Significant Contingent Liabilities and Unrecognised Contract Commitments | 9 | |||||
| Significant Events after the Balance Sheet Date | 11 | |||||
| 3X2X | Total liabilities and equity | $ 12,571,198 | 100 | $ 12,605,689 | 100 |
The accompanying notes are an integral part of these parent company only financial statements.
FORMOSA LABORATORIES, INC.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except for earnings per share amount)
| Items | Notes | Year ended December 31 | |||||
|---|---|---|---|---|---|---|---|
| 2025 | 2024 | ||||||
| AMOUNT | % | AMOUNT | % | ||||
| 4000 | Operating revenue | 6(18) and 7 | $ 4,841,746 | 100 | $ 4,605,182 | 100 | |
| 5000 | Operating costs | 6(5)(23)(24) | ( 2,810,873) | ( 58) | ( 2,671,976) | ( 58) | |
| 5900 | Gross profit | 2,030,873 | 42 | 1,933,206 | 42 | ||
| 5910 | Unrealized profit from sales | ( 1,886) | - | ( 794) | - | ||
| 5920 | Realized profit from sales | 3,816 | - | 3,103 | - | ||
| 5950 | Net operating margin | 2,032,803 | 42 | 1,935,515 | 42 | ||
| Operating expenses | 6(23)(24) | ||||||
| 6100 | Selling expenses | ( 216,339) | ( 5) | ( 208,184) | ( 4) | ||
| 6200 | General and administrative expenses | ( 243,813) | ( 5) | ( 230,368) | ( 5) | ||
| 6300 | Research and development expenses | ( 589,042) | ( 12) | ( 581,503) | ( 13) | ||
| 6450 | Impairment gain (loss) determined in accordance with IFRS 9 | 12(2) | |||||
| 9,062 | - | ( 16,320) | - | ||||
| 6000 | Total operating expenses | ( 1,040,132) | ( 22) | ( 1,036,375) | ( 22) | ||
| 6900 | Operating income | 992,671 | 20 | 899,140 | 20 | ||
| Non-operating income and expenses | |||||||
| 7100 | Interest income | 6(19) | 6,868 | - | 10,989 | - | |
| 7010 | Other income | 6(20) and 7 | 10,666 | - | 11,855 | - | |
| 7020 | Other gains and losses | 6(2)(21) | ( 365,887) | ( 7) | ( 516,853) | ( 11) | |
| 7050 | Finance costs | 6(22) | ( 30,446) | ( 1) | ( 37,740) | ( 1) | |
| 7070 | Share of loss of associates and joint ventures accounted for using equity method, net | 6(6) | |||||
| ( 66,536) | ( 1) | ( 97,363) | ( 2) | ||||
| 7000 | Total non-operating income and expenses | ( 445,335) | ( 9) | ( 629,112) | ( 14) | ||
| 7900 | Profit before income tax | 547,336 | 11 | 270,028 | 6 | ||
| 7950 | Income tax expense | 6(25) | ( 106,229) | ( 2) | ( 112,760) | ( 3) | |
| 8200 | Profit for the year | $ 441,107 | 9 | $ 157,268 | 3 | ||
| Other comprehensive income | |||||||
| Components of other comprehensive income that will not be reclassified to profit or loss | |||||||
| 8311 | Losses on remeasurements of defined benefit plan | 6(13) | $ 958 | - | ($ 832) | - | |
| 8316 | Unrealised loss from investments in equity instruments measured at fair value through other comprehensive income | 6(3) | |||||
| 8349 | Income tax related to components of other comprehensive income that will not be reclassified to profit or loss | 6(25) | ( 6,207) | - | ( 22,708) | - | |
| 8310 | Other comprehensive loss that will not be reclassified to profit or loss | 192) | - | 166 | - | ||
| Components of other comprehensive income that will be reclassified to profit or loss | ( 5,441) | - | ( 23,374) | - | |||
| 8361 | Financial statements translation differences of foreign operations | ( 2,419) | - | ( 2,071) | - | ||
| 8399 | Income tax relating to the components of other comprehensive loss | 6(25) | 484 | - | 414 | - | |
| 8360 | Other comprehensive loss that will be reclassified to profit or loss | ( 1,935) | - | ( 1,657) | - | ||
| 8300 | Total other comprehensive loss for the year | ($ 7,376) | - | ($ 25,031) | - | ||
| 8500 | Total comprehensive income for the year | $ 433,731 | 9 | $ 132,237 | 3 | ||
| Earnings per share (in dollars) | |||||||
| 9750 | Basic earnings per share | 6(26) | $ 3.67 | $ 1.31 | |||
| 9850 | Diluted earnings per share | 6(26) | $ 3.64 | $ 1.30 |
The accompanying notes are an integral part of these parent company only financial statements.
FORMOSA LABORATORIES, INC.
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Notes | Share capital - common stock | Capital Reserves | Retained Earnings | Other Equity Interest | Total equity | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Capital surplus, additional paid-in capital | Capital surplus, difference between consideration and carrying amount of subsidiaries acquired or disposed | Capital Surplus, changes in ownership interests in subsidiaries | Legal reserve | Special reserve | Unappropriated retained earnings | Financial statements translation differences of foreign operations | Unrealised gains (losses) from financial assets measured at fair value through other comprehensive income | ||||
| 2024 | |||||||||||
| Balance at January 1, 2024 | $1,202,560 | $3,083,576 | $- | $468,494 | $485,958 | $54,984 | $2,269,213 | ($13,685) | $19,852 | $7,570,952 | |
| Profit for the year | - | - | - | - | - | - | 157,268 | - | - | 157,268 | |
| Other comprehensive loss | - | - | - | - | - | - | (666) | (1,657) | (22,708) | (25,031) | |
| Total comprehensive income (loss) | - | - | - | - | - | - | 156,602 | (1,657) | (22,708) | 132,237 | |
| Appropriations and distribution of retained earnings: | 6(16) | ||||||||||
| Legal reserve | - | - | - | - | 12,111 | - | (12,111) | - | - | - | |
| Special reserve | - | - | - | - | - | (54,965) | 54,965 | - | - | - | |
| Cash dividends | - | - | - | - | - | - | (240,512) | - | - | (240,512) | |
| From differences between equity purchase price and carrying amount arising from actual disposal of subsidiaries | - | - | 1,586 | - | - | - | - | - | - | 1,586 | |
| Changes in ownership interests in subsidiaries | - | - | - | 219,812 | - | - | - | - | - | 219,812 | |
| Balance at December 31, 2024 | $1,202,560 | $3,083,576 | $1,586 | $688,306 | $498,069 | $19 | $2,228,157 | ($15,342) | ($2,856) | $7,684,075 | |
| 2025 | |||||||||||
| Balance at January 1, 2025 | $1,202,560 | $3,083,576 | $1,586 | $688,306 | $498,069 | $19 | $2,228,157 | ($15,342) | $2,856 | $7,684,075 | |
| Profit for the year | - | - | - | - | - | - | 441,107 | - | - | 441,107 | |
| Other comprehensive income (loss) | - | - | - | - | - | - | 766 | (1,935) | (6,207) | (7,376) | |
| Total comprehensive income (loss) | - | - | - | - | - | - | 441,873 | (1,935) | (6,207) | 433,731 | |
| Appropriations and distribution of retained earnings: | 6(16) | ||||||||||
| Legal reserve | - | - | - | - | 15,660 | - | (15,660) | - | - | - | |
| Special reserve | - | - | - | - | - | 18,199 | (18,199) | - | - | - | |
| Cash dividends | - | - | - | - | - | - | (157,535) | - | - | (157,535) | |
| Cash payment from capital surplus | - | (203,232) | - | - | - | - | - | - | - | (203,232) | |
| Compensation cost of employee stock options | - | - | - | 145 | - | - | - | - | - | 145 | |
| Disposal of investments in equity instruments designated at fair value through other comprehensive income by subsidiaries | - | - | - | - | - | - | (1) | - | - | (1) | |
| Balance at December 31, 2025 | $1,202,560 | $2,880,344 | $1,586 | $688,451 | $513,729 | $18,218 | $2,478,635 | ($17,277) | $9,063 | $7,757,183 |
The accompanying notes are an integral part of these parent company only financial statements.
FORMOSA LABORATORIES, INC.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| | Not
e
s | Year ended December 31 | |
| --- | --- | --- | --- |
| | | 2025 | 2024 |
| CASH FLOWS FROM OPERATING ACTIVITIES | | | |
| Profit before tax | | $ 547,336 | $ 270,028 |
| Adjustments | | | |
| Adjustments to reconcile profit (loss) | | | |
| Depreciation | 6(23) | 508,012 | 475,706 |
| Amortisation | 6(23) | 7,525 | 7,940 |
| Expected credit impairment (gain) loss | 12(2) | ( 9,062 ) | 16,320 |
| Net losses on financial assets at fair value through profit or loss | 6(2)(21) | 181,863 | 523,071 |
| Interest expense | 6(22) | 30,446 | 37,740 |
| Interest income | 6(19) | ( 6,868 ) | ( 10,989 ) |
| Share of loss of subsidiaries, associates and joint ventures accounted for using equity method | 6(6) | 66,536 | 97,363 |
| Realised gain on inter-affiliate accounts | | ( 1,930 ) | ( 2,309 ) |
| Proceeds from disposal of property, plant and equipment | 6(21) | 88 ) | 21,607 |
| Gain from lease modification | 6(21) | ( 5 ) | ( 59 ) |
| Expenses transferred from prepayments for equipment (shown as other non-current assets) | | 18,902 | 1,133 |
| Changes in operating assets and liabilities | | | |
| Changes in operating assets | | | |
| Accounts receivable | | 141,659 | ( 246,678 ) |
| Accounts receivable - related parties | | ( 28,863 ) | ( 4,564 ) |
| Other receivables | | ( 43,336 ) | 9,191 |
| Other receivables - related parties | | ( 47,599 ) | ( 20,165 ) |
| Inventory | | ( 3,721 ) | ( 112,005 ) |
| Prepayments | | 31,887 | ( 71,425 ) |
| Other current assets | | 551 | ( 431 ) |
| Changes in operating liabilities | | | |
| Current contract liabilities | | 58,020 | ( 57,429 ) |
| Non-current contract liabilities | | 3,855 | ( 11,103 ) |
| Notes payable | | ( 910 ) | ( 107 ) |
| Accounts payable | | 56,330 | 15,917 |
| Other payables | | 50,610 | 84,390 |
| Other payables to related parties | | ( 95 ) | 168 |
| Other current liabilities | | 7,946 | ( 6,398 ) |
| Cash inflow generated from operations | | 1,569,001 | 1,016,912 |
| Interest received | | 6,868 | 10,989 |
| Interest paid | | ( 30,483 ) | ( 38,619 ) |
| Income taxes paid | | ( 174,226 ) | ( 152,499 ) |
| Net cash flows from operating activities | | 1,371,160 | 836,783 |
(Continued)
FORMOSA LABORATORIES, INC.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| | Not
e
s | Year ended December 31 | |
| --- | --- | --- | --- |
| | | 2025 | 2024 |
| CASH FLOWS FROM INVESTING ACTIVITIES | | | |
| Acquisition of financial assets at fair value through profit or loss | | ($ 35,687) | $ - |
| Proceeds from disposal of financial assets at fair value through profit or loss | | 16,238 | 8,106 |
| Acquisition of investments accounted for using equity method | | - | (28,898) |
| Proceeds from disposal of investments accounted for using equity method | 6(27) | - | 3,589 |
| Received cash dividends from investments accounted for using equity method | | 67 | 60 |
| Acquisition of property, plant and equipment (including capitalised interests) | 6(28) | ( 504,298) | ( 545,078) |
| Proceeds from disposal of property, plant and equipment | 6(21) | 910 | 47,437 |
| Acquisition of intangible assets | | ( 5,324) | ( 944) |
| (Increase) decrease in guarantee deposits paid | | ( 1,821) | 656 |
| Increase in margin deposits | | 168 | 475 |
| Increase in prepayments for business facilities (shown as other non-current assets) | 6(7) | ( 201,830) | ( 33,228) |
| Net cash flows used in investing activities | | ( 731,557) | ( 547,825) |
| CASH FLOWS FROM FINANCING ACTIVITIES | | | |
| Increase (decrease) in short-term loans | 6(29) | 430,000 | ( 751,000) |
| Decrease in short-term notes and bills payable | 6(29) | ( 49,982) | ( 49,977) |
| Proceeds from long-term debt | 6(29) | 4,880,000 | 6,540,000 |
| Repayments of long-term debt (including current portion) | 6(29) | ( 5,548,146) | ( 5,968,784) |
| Payments of lease liabilities | 6(29) | ( 23,812) | ( 24,802) |
| Cash dividends paid | 6(16) | ( 360,767) | ( 240,512) |
| Net cash flows from financing activities | | ( 672,707) | ( 495,075) |
| Net decrease in cash and cash equivalents | | ( 33,124) | ( 206,117) |
| Cash and cash equivalents at beginning of year | | 913,750 | 1,119,867 |
| Cash and cash equivalents at end of year | | $ 880,626 | $ 913,750 |
The accompanying notes are an integral part of these parent company only financial statements.
《ATTACHMENT 6》
FORMOSA LABORATORIES, INC.
Comparison Table of the Articles of Incorporation Before and After Amendment
| Amended Articles | Current Articles | Basis and Reason for Amendment |
|---|---|---|
| Article 2: The businesses operated by the Company are as follows: | ||
| 1. F107010 Wholesale of Paints, Coating and Varnishes. | ||
| 2. F107020 Wholesale of Dyes and Pigments. | ||
| 3. F107030 Wholesale of Cleaning Supplies. | ||
| 4. F107060 Wholesale of Toxic Chemical Substances Toxic and Concerned Chemical Substances Wholesale Trade. | ||
| 5. F107070 Wholesale of Veterinary Drugs. | ||
| 6. F107080 Wholesale of Environmental Agents. | ||
| 7. F207070 Retail Sale of Veterinary Drugs. | ||
| 8. F207080 Retail Sale of Environmental Agents. | ||
| 9. F108021 Wholesale of Western Pharmaceutical. | ||
| 10. F208021 Retail Sale of Western Pharmaceutical. | ||
| 11. F108040 Wholesale of Cosmetics. | ||
| 12. F401010 International Trade. | ||
| 13. I103010 Enterprise Management Consulting. I103060 Management Consulting. | ||
| 14. IC01010 Medicine Inspection. | Article 2: The businesses operated by the Company are as follows: | |
| 1. F107010 Wholesale of Paints, Coating and Varnishes. | ||
| 2. F107020 Wholesale of Dyes and Pigments. | ||
| 3. F107030 Wholesale of Cleaning Supplies. | ||
| 4. F107060 Wholesale of Toxic Chemical Substances. | ||
| 5. F107070 Wholesale of Veterinary Drugs. | ||
| 6. F107080 Wholesale of Environmental Agents. | ||
| 7. F207070 Retail Sale of Veterinary Drugs. | ||
| 8. F207080 Retail Sale of Environmental Agents. | ||
| 9. F108021 Wholesale of Western Pharmaceutical. | ||
| 10. F208021 Retail Sale of Western Pharmaceutical. | ||
| 11. F108040 Wholesale of Cosmetics. | ||
| 12. F401010 International Trade. | ||
| 13. I103010 Enterprise Management Consulting. | ||
| 14. IC01010 Medicine Inspection. | ||
| 15. C801030 Precision Chemical Material Manufacturing. | In coordination with the competent authority's update of business item codes and names, and in response to the company's operational needs, additional business items are added. |
-37-
| Amended Articles | Current Articles | Basis and Reason for Amendment |
|---|---|---|
| 15. C801030 Precision Chemical Material Manufacturing. | 16. C802030 Paints and Varnishes Manufacturing. | |
| 16. C802030 Paints and Varnishes Manufacturing C802200 Coating, Paint, Dye and Pigment Manufacturing. | 17. C802090 Manufacture of Cleaning Preparations. | |
| 17. C802090 Manufacture of Cleaning Preparations. | 18. C802080 Environmental Agents Manufacturing. | |
| 18. C802080 Environmental Agents Manufacturing. | 19. C802060 Veterinary Drug Manufacturing. | |
| 19. C802060 Veterinary Drug Manufacturing. | 20. C802041 Manufacture of Drugs and Medicines. | |
| 20. C802041 Manufacture of Drugs and Medicines. | 21. C802100 Cosmetics Manufacturing. | |
| 21. C802100 Cosmetics Manufacturing. | 22. C802110 Cosmetic Pigment Manufacturing. | |
| 22. C802110 Cosmetic Pigment Manufacturing. | 23. F102030 Wholesale of Tobacco and Alcohol. | |
| 23. F102030 Wholesale of Tobacco and Alcohol. | 24. F203020 Retail Sale of Tobacco and Alcohol. | |
| 24. F203020 Retail Sale of Tobacco and Alcohol. | 25. F401171 Alcohol Products Importation. | |
| 25. F401171 Alcohol Products Importation. | 26. IG01010 Biotechnology Services | |
| 26. IG01010 Biotechnology Services. | 27. ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval. | |
| 27. C114010 Food Additives Manufacturing. | ||
| 28. F108031 Wholesale of Medical Devices. | ||
| 29. F208031 Retail Sale of Medical Apparatus. | ||
| 2730. ZZ99999 All business activities that are not prohibited or |
-38-
| Amended Articles | Current Articles | Basis and Reason for Amendment |
|---|---|---|
| restricted by law, except those that are subject to special approval. | ||
| Article 24 | ||
| (Omitted) | ||
| If there is a surplus in the annual accounts of the Company, taxes shall first be paid. After making up for the accumulated losses, ten percent will be appropriated to the statutory surplus reserve. However, the statutory surplus reserve shall not be appropriated once it has reached the Company’s paid-in capital and the Company shall appropriate or reverse special surplus reserve as prescribed by law. If there is still remaining balance, the Board of Directors shall draw up an earnings distribution proposal on the balance and the accumulated undistributed earnings of previous years and submit to the shareholders’ meeting to resolve the dividends distribution to the shareholders. | ||
| (Omitted) | Article 24 | |
| (Omitted) | ||
| If there is a surplus in the annual accounts of the Company, taxes shall first be paid. After making up for the accumulated losses, ten percent will be appropriated to the statutory surplus reserve. However, the statutory surplus reserve shall not be appropriated once it has reached the Company’s capital and the Company shall appropriate or reverse special surplus reserve as prescribed by law. If there is still remaining balance, the Board of Directors shall draw up an earnings distribution proposal on the balance and the accumulated undistributed earnings of previous years and submit to the shareholders’ meeting to resolve the dividends distribution to the shareholders. | ||
| (Omitted) | This article is amended in accordance with Article 237 of the Company Act. | |
| Article 26 | ||
| The Articles of Association were established on December 12, 1995. | ||
| The 1st amendment was made on January 5, 1998. | ||
| (Omitted) | ||
| The 26th amendment was made on June 29, 2020. | ||
| The 27th amendment was made on June 23, 2022. | ||
| The 28th amendment was made on June 20, 2025. | Article 26 | |
| The Articles of Association were established on December 12, 1995. | ||
| The 1st amendment was made on January 5, 1998. | ||
| (Omitted) | ||
| The 26th amendment was made on June 29, 2020. | ||
| The 27th amendment was made on June 23, 2022. | ||
| The 28th amendment was made on June 20, 2025. | Added the amendment date. |
| Amended Articles | Current Articles | Basis and Reason for Amendment |
|---|---|---|
| The 29th amendment was made on June 24, 2026. |
-40-
《ATTACHMENT 7》
FORMOSA LABORATORIES, INC.
Concurrent positions held by Directors proposed for exemption from non-competition restrictions
| Position | Name | Concurrent positions in other companies to be relinquished |
|---|---|---|
| Director | Fang, Pei-Wei | Director, Tsui Hua Investment Co., Ltd. |
| Attending Physician of Anatomical Pathology Department at Fu Jen Catholic University Hospital | ||
| Director, Marigold Therapeutics, Inc. (Cayman) | ||
| Director | Shie, Hung-Min | Chairman, Yuan Qing Investment Inc. |
| Chairman, JUI-I Investment Ltd. | ||
| Representative Chairman, Formosa Pharmaceuticals Inc. | ||
| Chairman, Hongyun Co., Ltd. | ||
| Director, RELIANCE INTERNATIONAL CORP. | ||
| Representative Director, Strait Capital Co., Ltd. | ||
| Representative Chairman, King Dee Musical Instrument Corp. | ||
| Representative Director, Panlabs Biologics Inc. | ||
| Chairman, Tai-I Investment Co., Ltd. | ||
| Chairman, JUI-I Management Ltd. | ||
| Corporate Director, SynChem-Formosa, Inc | ||
| Director | Hu, Yi-Kan | Director and General Manager, Panlabs Biologics Inc. |
| Director, Protect Biotech Incorporation | ||
| Director, Hong Ray Corporation | ||
| Director, Whitesun International Corp. | ||
| Chairman, Hsin Lan Investment Limited | ||
| Director, Microloops Corp. | ||
| Director | Lee, Chien-Hung | Chairman, Hygica Biotech Ltd. |
| Chairman, Eros Biopharma INC | ||
| Chairman, PharmaSTAR Inc. | ||
| Corporate Director, Forward Asset Management Ltd. | ||
| Chairman, Chia La Wei Erh Ltd. | ||
| Corporate Director, SynChem-Formosa, Inc | ||
| Corporate Director, Caravel Oculus Inc. | ||
| Chairman, PharmaStar Investment Cooperative Ventures INC. | ||
| General Partner, PharmaStar Biomedical Venture Capital Limited Partnership | ||
| Independent Director | Chen, Yi-Fen | Chairman, Jiang Shue Chu Foundation |
-41-
《APPENDIX 1》
FORMOSA LABORATORIES INC.
Rules of Procedure for Shareholders’ Meetings
Article 1 The rules of procedure for the Company’s shareholders’ meetings, except as otherwise provided by law, regulation, or the Articles of Association, shall be as provided in these Rules.
Article 2 The venue for a shareholders’ meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders’ meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.
Article 3 The Company shall furnish the attending shareholders or agents entrusted by the shareholders (hereinafter referred to as “shareholders”) with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.
The Company shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker’s slips, voting slips, and other meeting materials. Where there is an election of directors or supervisors, pre-printed ballots shall also be furnished.
Shareholders shall attend shareholders’ meetings based on attendance cards, sign-in cards, or other certificates of attendance. Solicitors soliciting proxy forms shall also bring identification documents for verification.
When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders’ meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.
Article 4 If a shareholders’ meeting is convened by the Board of Directors, the meeting shall be chaired by the chairperson of the Board. When the chairperson of the Board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the managing directors to act as chair, or, if there are no managing directors, one of the directors shall be appointed to act as chair. Where the chairperson does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair.
It is advisable that shareholders’ meetings convened by the Board of Directors be attended by a majority of the directors.
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If a shareholders' meeting is convened by a party with power to convene but other than the Board of Directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.
The Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders' meeting in a non-voting capacity.
Article 5
The Company, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders' meeting, and the voting and vote counting procedures. The recorded materials of the preceding paragraph shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.
Article 6
Attendance at shareholders' meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in, and the shares checked in on the virtual meeting platform, plus the number of shares whose voting rights are exercised by correspondence or electronically.
The chair shall call the meeting to order at the appointed meeting time and disclose information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned.
If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, Paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders' meeting shall be convened within one month.
When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders' meeting pursuant to Article 174 of the Company Act.
Article 7
If a shareholders' meeting is convened by the Board of Directors, the meeting agenda shall be set by the Board of Directors. Votes shall be cast on each separate proposal on the agenda. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders' meeting.
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The provisions of the preceding paragraph apply mutatis mutandis to a shareholders' meeting convened by a party with the power to convene that is not the Board of Directors.
The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders' meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the Board of Directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.
The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote, and schedule sufficient time for voting.
Article 8
Before speaking, an attending shareholder must specify on a speaker’s slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.
A shareholder in attendance who has submitted a speaker’s slip but does not actually speak shall be deemed to have not spoken. When the content of a speech does not correspond to the subject given on the speaker’s slip, the spoken content shall prevail.
Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed five minutes. If the shareholder’s speech violates the Rules or exceeds the scope of the agenda item, the chair may terminate the speech.
When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.
When a juristic person shareholder appoints two or more representatives to attend a shareholders’ meeting, only one of the representatives so appointed may speak on the same proposal.
After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
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Article 9 Voting at a shareholders’ meeting shall be calculated based on the number of shares.
With respect to resolutions of shareholders’ meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.
When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of this Company, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.
The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.
With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.
Article 10 Unless otherwise provided by relevant laws and regulations, a shareholder shall be entitled to one vote for each share held.
Except as otherwise provided in the Company Act and in the Company’s Articles of Association, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the Market Observation Post System (MOPS)
When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company.
Vote counting shall be conducted in public at the place of the shareholders’ meeting. Immediately after vote counting has been completed, the results of the voting shall be reported on-site at the meeting, and a record made of the vote.
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Article 11
The election of directors at a shareholders’ meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.
Article 12
Staff handling administrative affairs of a shareholders’ meeting shall wear identification cards or armbands.
The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word “Proctor.”
At the place of a shareholders’ meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the chair may prevent the shareholder from so doing.
When a shareholder violates the rules of procedure and defies the chair’s correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.
Article 13
When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders’ meeting may adopt a resolution to resume the meeting at another venue.
A resolution may be adopted at a shareholders’ meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.
Article 14
These Rules shall take effect after having been submitted to and approved by a shareholders’ meeting. Subsequent amendments thereto shall be effected in the same manner.
Article 15
These Rules were established on April 23, 2009.
The 1st amendment was made on June 18, 2012.
The 2nd amendment was made on June 17, 2017.
The 3rd amendment was made on June 29, 2020.
The 4th amendment was made on June 23, 2022.
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《Appendix 2》
Formosa Laboratories, Inc.
Articles of Incorporation (before amendment)
Chapter 1 General
Article 1 The Company shall be incorporated under the Company Act of the Republic of China as a company limited by shares, and its name shall be 台耀化學股份有限公司 in Chinese. The English name of the Company shall be Formosa Laboratories, Inc.
Article 2 The scope of business of the Company shall be as follows:
- F107010 Wholesale of Paints, Coating and Varnishes.
- F107020 Wholesale of Dyes and Pigments.
- F107030 Wholesale of Cleaning Supplies.
- F107060 Wholesale of Toxic Chemical Substances.
- F107070 Wholesale of Veterinary Drugs.
- F107080 Wholesale of Environmental Agents.
- F207070 Retail Sale of Veterinary Drugs.
- F207080 Retail Sale of Environmental Agents.
- F108021 Wholesale of Western Pharmaceutical.
- F208021 Retail Sale of Western Pharmaceutical.
- F108040 Wholesale of Cosmetics.
- F401010 International Trade.
- I103010 Enterprise Management Consulting.
- IC01010 Medicine Inspection.
- C801030 Precision Chemical Material Manufacturing.
- C802030 Paints and Varnishes Manufacturing.
- C802090 Manufacture of Cleaning Preparations.
- C802080 Environmental Agents Manufacturing.
- C802060 Veterinary Drug Manufacturing.
- C802041 Manufacture of Drugs and Medicines.
- C802100 Cosmetics Manufacturing.
- C802110 Cosmetic Pigment Manufacturing.
- F102030 Wholesale of Tobacco and Alcohol.
- F203020 Retail Sale of Tobacco and Alcohol.
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- F401171 Alcohol Products Importation.
- IG01010 Biotechnology Services.
- ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.
Article 3 The Company may reinvest in other companies as limited shareholders. The total amount of reinvestment may exceed 40% of the Company’s paid-in share capital.
Article 4 The Company may provide external guarantees for its business needs.
Article 5 The headquarters of the Company is set up in Taoyuan City, and if necessary, it may set up branch offices domestically or abroad with a resolution by the Board of Directors.
Article 6 The announcement method of the Company shall be handled in accordance with Article 28 of the Company Act.
Chapter 2 Shares
Article 7 The total capital of the Company is NT$1.6 billion, divided into 160 million shares with a nominal value of NT$10 per share. The Board is authorized to issue outstanding shares in installments. Of the abovementioned total capital, 8 million shares is reserved for the exercise of stock options, special stocks with stock options, or corporate bonds with stock options, which may be issued in installments in accordance with the resolution of the Board of Directors.
The issuance of new shares with restricted rights to employees, employee stock options, right of subscribing new shares to employees, and transfer of purchased shares may include the employees of parents or subsidiaries of the Company meeting certain specific requirements. The Board shall be authorized to determine the requirements and distribution methods.
Article 8 The shares of the Company shall be numbered and signed or sealed by the Company’s representative as well as attested by the bank that should be the attestor according to the laws before issuance. However, the shares of the Company may be exempt from being prepared in a printed format but subjected to registration with a centralized securities depository institution. The same shall apply to other securities.
Article 9 Shares transfer registration shall not be transferred within sixty days prior to the convening of the general shareholders’ meeting, or within thirty days prior to the convening date of an extraordinary shareholders’ meeting, or within five days prior to the base date in which the Company decides to distribute dividends, bonus or other benefits.
Article 10 The Company shall handle share transactions in accordance with the Regulations Governing the Administration of Shareholder Services of Public Companies promulgated by the competent authority.
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Chapter 3 Shareholders' Meeting
Article 11 Shareholders' meetings shall be of two kinds: general meetings and extraordinary meetings. The general shareholders' meeting will be held once a year and will be convened within six months after the end of each fiscal year. The extraordinary shareholders' meeting will be convened according to law when necessary.
The notice to convene a shareholders' meeting may be given in writing or electronic form with the consent of the shareholders.
The shareholders' meeting may be held by means of visual communication network or other methods promulgated by the central competent authority.
Article 12 If a shareholders' meeting is convened by the Board of Directors, the meeting shall be chaired by the Chairman of the Board. In case the Chairman of the Board of Directors is or absent, he/she shall designate one of the directors to act on his/her behalf. In the absence of such a designation, the directors shall elect from among themselves an acting chairman of the Board of Directors. Whereas for a shareholders' meeting convened by any other person having the right to do so, he/she shall act as the chair of that meeting provided, however, that if there are two or more persons having the right to convene, the chair of the meeting shall be elected from among them.
Article 13 In case a shareholder is unable to attend a shareholders' meeting, he/she/it may appoint a proxy to attend a shareholders' meeting in his/her/its behalf by executing a power of attorney printed by the Company stating therein the scope of power authorized to the proxy. In addition to the provisions of Article 177 of the Company Act, the measures for appointing proxy by shareholders shall be handled in accordance with the requirements of the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies issued by the competent authority.
Article 14 Unless otherwise provided by relevant laws and regulations, shareholders of the Company shall have one voting right per share, which may be exercised in writing or electronically.
Article 15 Unless otherwise provided by relevant laws and regulations, the resolution of the shareholders' meeting shall be carried out by the presence of shareholders representing a majority of the total number of issued shares and shall be carried out with the consent of a majority of the voting rights of the shareholders present.
Article 16 A shareholders' resolution shall be adopted before the Company withdraws its public offering of shares, and this provision shall not be amended while the Company is still listed (or TPEx listed).
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Chapter 4 Board of Directors and Audit Committee
Article 17
The Company shall establish a Board consisting of from seven to eleven individuals, all to be elected from among individuals with legal capacities by the shareholders for terms of three years. The Company shall purchase liability insurance in accordance with relevant laws and regulations for its Directors for carrying out the scope of their responsibilities during the terms of office for said Directors.
The Company shall appoint independent directors among the above number of directors, the number of independent directors shall not be less than three and not less than one-fifth of the number of directors. The professional qualifications, shareholding, part-time restrictions, nomination and other matters to be followed by independent directors shall be handled in accordance with relevant laws and regulations.
The election of directors of the Company adopts a candidate nomination system, and matters related to the acceptance and announcement of candidate nominations shall be handled in accordance with the relevant laws and regulations of the Company Act and the Securities and Exchange Act. Among them, independent directors and non-independent directors shall be elected together, and the number of elected directors shall be calculated separately.
During the election of directors at a shareholders’ meeting, each share will have voting rights in number equal to the directors to be elected and may be cast for a single candidate or split among multiple candidates, and those receiving ballots representing the highest numbers of voting rights will be elected.
The aggregate shareholding ratio of all directors of the Company shall be handled in accordance with the regulations of the competent securities authority.
The Company shall establish an audit committee composed of all independent directors in accordance with the law. The exercise of the responsibilities and powers of the audit committee and its members and related matters shall be handled in accordance with the provisions of the Securities and Exchange Act and related laws and regulations.
Article 18
The Board of Directors is organized by the directors and shall elect a Chairman of the Board of Directors from among the directors by a majority vote at a meeting attended by over two-thirds of the directors. The Chairman of the Board of Directors shall externally represent the Company. In case the Chairman of the Board of Directors is on leave or absent or unable to exercise his power and authority for any cause, the designation of his/her proxy shall be in accordance with Article 208 of the Company Act.
Article 19
Board meetings shall be convened by the Chairman. The Board of Directors shall be notified in writing seven days prior to convening a board meeting. In case of emergency, however, a board meeting may be convened at any time. The board meeting notice shall specify the time, venue, and reason for the meeting, and may be sent by fax or email instead of written notice.
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Article 20
When a director is unable to attend a board meeting, the director shall appoint other directors to attend the board meeting by issuing a power of attorney and specifying his/her authorized rights of the convening reason. The proxy shall be only appointed by one person. Unless otherwise provided by the Company Act, a director has one voting right. Unless otherwise provided by relevant laws and regulations, the resolutions of the Board of Directors shall be carried out by the presence of a majority of the directors and the consent of a majority of the directors present. In case a meeting of the Board of Directors is proceeded via video conference, then the directors taking part in such a video conference shall be deemed to have attended the meeting in person.
Article 21
Directors shall be entitled to remuneration when executing the business for the Company regardless of the gain or loss of the Company’s business. The Board shall be authorized to determine the compensation of all directors on the basis of the involvement and contribution of the directors, and prevailing standards in the industry.
Chapter 5 Manager
Article 22
The Company may appoint managers and their appointment, dismissal and remuneration shall be conducted in accordance with Article 29 of the Company Act.
Chapter 6 Accounting
Article 23
The fiscal year of the Company starts on January 1 and ends on December 31 every year. At the end of each fiscal year, a final account shall be made. The Board of Directors shall compile the following statements in accordance with the Company Act and file them to the general shareholders’ meeting for recognition.
- Business Report
- Financial Statements
- Proposal for the distribution of earnings or the provision of losses.
Article 24
If the Company records a profit for the year, the Board of Directors shall resolve to allocate not less than five percent for employee remuneration and not more than two percent for directors’ remuneration. However, if the Company still has accumulated losses, it shall reserve the compensation amount in advance and report to the shareholders’ meeting.
Of the employee remuneration specified in the preceding paragraph, no less than 20% shall be allocated for distribution to grassroots employees or used for salary adjustments. The remuneration of employees in the preceding paragraph shall be paid to employees of controlled or subordinate companies who meet certain conditions, and the method shall be determined by the Board of Directors.
If there is a surplus in the annual accounts of the Company, taxes shall first be paid. After making up for the accumulated losses, ten percent will be appropriated to the statutory surplus reserve. However, the statutory surplus reserve shall not be appropriated once it has reached the Company’s paid-in capital and the Company shall appropriate or reverse special surplus reserve as prescribed by law. If there is still remaining balance, the Board of Directors shall draw up an earnings distribution proposal on the balance and the accumulated
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undistributed earnings of previous years and submit to the shareholders’ meeting to resolve the dividends distribution to the shareholders.
The policy of dividend distribution shall be based on the Company’s financial structure, operational status, capital needs and other factors, taking into account the interests of shareholders and balance of dividends, etc. Dividends to shareholders of the Company shall be distributed in the form of cash or shares, provided that the proportion of cash dividends distributed shall not be less than ten percent of the total dividends.
Chapter 7 Appendix
Article 25 Matters not specified in the Articles of Incorporation shall be handled in accordance with the provisions of the Company Act, and other relevant law and regulations.
Article 26 The Articles of Incorporation was established on December 12, 1995.
- The 1st amendment was made on January 5, 1998.
- The 2nd amendment was made on October 1, 1998.
- The 3rd amendment was made on May 10, 1999.
- The 4th amendment was made on January 15, 2000.
- The 5th amendment was made on June 20, 2000.
- The 6th amendment was made on March 25, 2001.
- The 7th amendment was made on May 10, 2001.
- The 8th amendment was made on March 25, 2002.
- The 9th amendment was made on December 16, 2002.
- The 10th amendment was made on October 9, 2003.
- The 11th amendment was made on October 9, 2003.
- The 12th amendment was made on December 9, 2005.
- The 13th amendment was made on June 7, 2006.
- The 14th amendment was made on March 12, 2007.
- The 15th amendment was made on November 7, 2007.
- The 16th amendment was made on June 6, 2008.
- The 17th amendment was made on April 23, 2009.
- The 18th amendment was made on May 11, 2010.
- The 19th amendment was made on June 16, 2011.
- The 20th amendment was made on June 18, 2012.
- The 21st amendment was made on June 30, 2014.
- The 22nd amendment was made on June 22, 2015.
- The 23rd amendment was made on June 28, 2016.
- The 24th amendment was made on June 27, 2017.
- The 25th amendment was made on June 19, 2018.
- The 26th amendment was made on June 29, 2020.
- The 27th amendment was made on June 23, 2022.
- The 28th amendment was made on June 20, 2025.
Formosa Laboratories Inc.
Chairman: Cheng, Chen-Yu
《APPENDIX 3》
FORMOSA LABORATORIES INC.
Shareholdings of Directors
-
The statutory number of directors and shares of the Company are as follows:
Types of shares issued by the Company and total number of shares: 120,255,963 ordinary shares.
Statutory minimum number of shares to be held by all directors: 8,000,000 shares. -
As of April 26, 2026, the date of suspension of ownership transfer at this shareholders’ meeting, the number of shares held by all directors:
| Account Number | Position | Name | Shares Held | Representative |
|---|---|---|---|---|
| 2 | Chairman | Cheng, Chen-Yu | 7,702,848 | |
| 223 | Director | Augusta Investment Inc. | 2,269,000 | Fang, Pei-Wei |
| 197 | Director | Yuan Qing Investment Inc. | 1,257,511 | Shie, Hung-Min |
| 14338 | Director | Hygica Biotech Ltd. | 1,690,452 | Lee, Chien-Hung |
| 220 | Director | Heng Lang Limited Corporation. | 483,525 | Hu, Yi-Kan |
| Independent Director | Chen, Yi-Fen | 0 | ||
| Independent Director | Lu, Ta-Jung | 0 | ||
| Independent Director | Chaung, Tza-Zen | 0 | ||
| Independent Director | Chang, Ting-Jung | 0 | ||
| Actual number of shares held by all directors | 13,403,336 | |||
| Percentage of total issued shares (%) | 11.15% |
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