AI assistant
FRMSP — Audit Report / Information 2025
Apr 17, 2026
52643_rns_2026-04-17_4801f55e-8193-4116-b19f-4790a9807ef7.pdf
Audit Report / Information
Open in viewerOpens in your device viewer
Formosa Pharmaceuticals, Inc. and Subsidiaries Consolidated Financial Statements and Independent Auditors' Review Report For the years ended December 31, 2025 and 2024 (Stock Code: 6838)
Company Address: 8F.-6, No. 57, Fuxing N. Rd., Songshan Dist., Taipei City Tel : (02)2755-7659
Notice to Reader
For the convenience of readers, this report has been translated into English from the original Chinese version. The English version has not been audited or reviewed by independent auditors. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors' report and consolidated financial statements shall prevail.
1
2
Formosa Pharmaceuticals, Inc. and Subsidiaries
Consolidated Financial Statements and Independent Auditors' Review Report for the years ended December 31, 2025 and 2024
Table of Contents
| Item | Page |
|---|---|
| 1. Cover | 1 |
| 2. Table of Contents | 2 |
| 3. Letter of Declaration | 3 |
| 4. Independent Auditors' Review Report | 4~9 |
| 5. Consolidated Balance Sheet | 10 |
| 6. Consolidated Statement of Comprehensive Income | 11 |
| 7. Consolidated Statement of Changes in Equity | 12 |
| 8. Consolidated Statement of Cash Flows | 13 |
| 9. Notes to the Consolidated Financial Statements | 14~63 |
| I. Company History | 14 |
| II. Date and Procedures of Approval of the Financial Statements | 14 |
| III. Adoption of New and Amended Standards and Interpretations | 14~16 |
| IV. Summary of Material Accounting Policies | 16~26 |
| V. Main Sources of Material Accounting Judgments, Estimates, and Assumption Uncertainties | 26 |
| VI. Description of Significant Accounting Items | 27~50 |
| VII. Related Party Transactions | 50~53 |
| VIII. Pledged Assets | 53 |
| IX. Material Contingent Liabilities and Unrecognized Contractual Commitments | 53 |
| X. Material Losses from Disasters | 53 |
| XI. Material Subsequent Events | 53 |
| XII. Others | 54~61 |
| XIII. Notes and Disclosures to the Financial Statements | 61~62 |
| XIV. Department Information | 62~63 |
3
Formosa Pharmaceuticals, Inc.
Consolidated Financial Statement of Affiliated Enterprises
For the fiscal year 114 (from January 1, 114 to December 31, 114), the companies required to be included in the preparation of consolidated financial statements of affiliated enterprises pursuant to the "Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises" are the same as the companies required to be included in the preparation of parent-subsidiary consolidated financial statements pursuant to IFRS 10. Furthermore, the relevant information required to be disclosed in the consolidated financial statements of affiliated enterprises has already been disclosed in the aforementioned parent-subsidiary consolidated financial statements. Therefore, separate consolidated financial statements of affiliated enterprises will not be prepared.
Hereby declared
Company Name: Formosa Pharmaceuticals, Inc.
Company Head: Cheng, Chen-Yu
March 10, 2026
Independent Auditors' Report
(2026) Review Report No. 25003473
To Formosa Pharmaceuticals, Inc.:
Audit Opinion
Formosa Pharmaceuticals, Inc. and subsidiaries (hereinafter referred to as "the Group") Consolidated Balance Sheets as of December 31, 2025 and 2024, and the Consolidated Statements of Comprehensive Income, Consolidated Statements of Changes in Equity, Consolidated Statements of Cash Flows for the periods from January 1 to December 31, 2025 and 2024, and Notes to the Consolidated Financial Statements (including summary of material accounting policies) have been reviewed by us.
Basis for Audit Opinion
Based on our opinion, we believe that the accompanying consolidated financial statements have been prepared, in all material respects, in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRSs), International Accounting Standards (IAS), and Interpretations and Interpretative Bulletins endorsed and issued into effect by the Financial Supervisory Commission, and therefore are able to present fairly the consolidated financial position of the Group as of December 31, 2025 and 2024, and its consolidated financial performance and consolidated cash flows for 2025 and 2024.
Key Audit Matters
The audit was conducted by a certified public accountant in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Generally Accepted Auditing Standards of the Republic of China. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. Our personnel who are subject to independence regulations have maintained independence from the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and have fulfilled their other responsibilities under that norm. We believe that sufficient and appropriate audit evidence has been obtained as a basis for expressing our audit opinion.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the Group for 2025. These matters have been addressed in the course of the audit of the consolidated financial statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
The key audit matters of Formosa Pharmaceuticals, Inc. Group's consolidated financial statements for 2025 are as follows:
Key Audit Matters - Intangible Assets - Goodwill Impairment Assessment
Item Description
For the accounting policy of impairment of non-financial assets of the Group, please refer to Note 4(16) of the consolidated financial report; for the uncertainty of accounting estimates and assumptions for goodwill impairment assessment, please refer to Note 5 of the consolidated financial report; for the explanation of intangible asset accounting items, please refer to Note 6(7) of the consolidated financial report.
The Group's goodwill balance as of December 31, 2025 was NT$30,544 thousand, which arose from the Group's acquisition of 100% equity interest in Activus Pharma. Co., Ltd. The Group measures the recoverable amount of cash-generating units based on the discounted future estimated cash flows of relevant research and development projects as the basis for impairment assessment. Due to the fact that the valuation model adopted in the aforementioned goodwill impairment assessment process regarding the expected recoverable amount constitutes a significant accounting estimate, and the cash flows within the recoverable amount involve projections of future years' cash flows, the auditors have identified goodwill impairment assessment as one of the most critical audit matters.
Responsive Audit Procedures
The audit procedures performed by this accountant are summarized as follows:
- Understand management's process for estimating future cash flows, consistent with the future annual budget of the research and development project.
- Obtain the valuation report issued by the expert engaged by management and perform the following audit procedures:
(1) Assess that the valuation models used are reasonable in relation to the industry, environment, and assets being valued. (2) Compare the expected growth rates and operating net profit margins used in the projected future cash flows with historical results and external data such as economic literature. (3) Evaluate the discount rate used, comparing it with the assumptions of the cash-generating unit's capital cost and the rate of return on similar assets.
- Confirm that the recoverable amount of the cash-generating unit, measured by discounting estimated future cash flows, exceeds the carrying amount and will not result in impairment.
5
6
Key Audit Matters - Intangible Assets - Technical Know-how Impairment Assessment
Item Description
Please refer to Note 4(16) of the consolidated financial statements for the Group's accounting policy on impairment of non-financial assets; please refer to Note 5 of the consolidated financial statements for the uncertainty of accounting estimates and assumptions regarding technical know-how impairment assessment; please refer to Note 6(7) of the consolidated financial statements for the description of intangible assets accounting items.
The balance of specialized technology of the Group as of December 31, 2025 was NT$430,923 thousand, mainly representing relevant technologies acquired from other companies for the development of new drugs. The Group assesses whether there is any indication of impairment based on internal and external information based on the balance sheet date. If there is any indication of impairment, the Group evaluates and confirms whether impairment should be recognized based on the recoverable amount of the asset. The auditor considers that the impairment indicator assessment performed by management involves the consideration of various information, and that the results of the impairment assessment have a significant impact on the value in use; therefore, the auditor has identified the technical know-how impairment assessment as one of the key audit matters.
Responsive Audit Procedures
The principal audit procedures performed by this accountant are as follows:
- Review the data used by management to assess impairment indicators for technical know-how, including various R&D project plans and development progress.
- Evaluate the competence and objectivity of external experts engaged by management.
- Further discuss with management and perform the following audit procedures:
(1) The product characteristics and market trends of the main R&D technologies, confirming that these products have certain advantages in the market. (2) There are no significant delays in the development progress of each R&D project. (3) The total market capitalization of the Company exceeds the book value of net assets as of the balance sheet date. (4) Assess whether the value in use derived from discounting the cash flows generated by the patent technology is greater than the carrying amount, and whether any impairment of the patent technology has occurred.
Other Items–Individual Financial Statements
The Group has prepared the individual financial statements for 2025 and 2024, which have been audited by our accountants and received unqualified audit reports, and are available for reference.
Management's and Governance's Responsibility 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 the International Financial Reporting Standards, International Accounting Standards, and Interpretations and Interpretative Bulletins endorsed and issued into effect by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is also 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.
The governance units of the Group (including the Audit Committee) are responsible for overseeing the financial reporting process.
Auditor's Responsibilities for the Audit of the Consolidated Financial Statements
The purpose of our audit of the consolidated financial statements is 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 audit report. Reasonable assurance is a high level of assurance, but an audit conducted in accordance with the Generally Accepted Auditing Standards of the Republic of China does not guarantee that it will always detect material misstatements that exist in the consolidated financial statements. Misstatements can arise from fraud or error. If the individual amounts or aggregate of misstatements can reasonably be expected to influence the economic decisions of users of the consolidated financial statements, they are considered to be material.
The auditor, when conducting the audit in accordance with the Generally Accepted Auditing Standards of the Republic of China, applies professional judgment and professional skepticism. The auditor also performs the following procedures:
7
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error; design and implement appropriate responses to the assessed risks; and obtain sufficient and appropriate audit evidence to serve as a basis for the audit opinion. Because fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls, the risk of not detecting a material misstatement resulting from fraud is higher than the risk of not detecting one resulting from error.
-
Obtain an understanding of internal controls 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 controls.
-
Evaluate the appropriateness of accounting policies adopted by management, and the reasonableness of accounting estimates and related disclosures made by management.
-
Based on the audit evidence obtained, draw a conclusion 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 the Auditor concludes that a material uncertainty exists, the Auditor is required to draw attention in the audit report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify the audit opinion. The auditor's conclusion is based on the audit evidence obtained up to the date of the audit report. However, future events or circumstances may cause the Group to no longer be able to continue as a going concern.
-
Evaluate the overall presentation, structure, and content of the consolidated financial statements (including the related notes), and whether the consolidated financial statements fairly present the relevant transactions and events.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of the component entities within the Group, in order to express an opinion on the consolidated financial statements. The auditor is responsible for directing, supervising, and performing the group audit engagement, and is responsible for forming the audit opinion on the Group.
The auditor communicates 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 identified during the audit.
The auditor also provides the governing body with a statement that the personnel of the firm to which the auditor belongs who are subject to independence requirements have complied with the independence-related provisions of The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and communicates with the governing body all relationships and other matters (including related safeguards) that might reasonably be thought to bear on independence.
8
We determined the following matters to be the key audit matters in our audit of the consolidated financial statements of Formosa Pharmaceuticals, Inc. for the year 2025, based on matters communicated with those charged with governance. The auditor shall communicate those matters in the audit report, unless law or regulation precludes public disclosure of the specific matter, or in extremely rare circumstances, the auditor determines that the specific matter should not be communicated in the audit report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
PricewaterhouseCoopers
Teng, Sheng-Wei
Certified Public Accountant
Yen, Yu-Fang
Financial Supervisory Commission
Approval Document No.: FSC Approval No. 1020013788
FSC Approval No. 1080323093
March 10, 2026
Formosa Pharmaceuticals, Inc. and Subsidiaries
Consolidated Balance Sheet
December 31, 2025 and 2024
Unit: NT$ thousand
| Assets | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| Current Assets | ||||||
| 1100 | Cash and cash equivalents | 6(1) | $ 241,785 | 12 | $ 425,785 | 20 |
| 1136 | Financial assets measured at amortized cost - current | 6(2) | 1,200,000 | 58 | 1,220,000 | 58 |
| 1200 | Other receivables | 7,392 | - | 37,426 | 2 | |
| 1220 | Current income tax assets | 5,163 | - | 2,977 | - | |
| 130X | Inventories | 4,171 | - | 2,893 | - | |
| 1410 | Prepayments | 6(3) and 7 | 57,259 | 3 | 38,191 | 2 |
| 1470 | Other current assets | 159 | - | 518 | - | |
| 11XX | Subtotal Current Assets | 1,515,929 | 73 | 1,727,790 | 82 | |
| Non-Current Assets | ||||||
| 1517 | Financial assets at fair value through other comprehensive income - non-current | 6(4) | 1,540 | - | 5,151 | - |
| 1600 | Property, plants, and equipment | 6(5) | 17,081 | 1 | 4,458 | - |
| 1755 | Right-of-use assets | 6(6) and 7 | 26,482 | 1 | 25,428 | 1 |
| 1780 | Intangible assets | 6(7) | 462,313 | 23 | 342,391 | 16 |
| 1900 | Other non-current assets | 6(8) | 47,889 | 2 | 7,054 | 1 |
| 15XX | Subtotal Non-Current Assets | 555,305 | 27 | 384,482 | 18 | |
| 1XXX | Total Assets | $ 2,071,234 | 100 | $ 2,112,272 | 100 | |
| December 31, 2025 | December 31, 2024 | |||||
| Liabilities and Equity | Notes | Amount | % | Amount | % | |
| Current Liabilities | ||||||
| 2130 | Contract liabilities - current | 6(18) | $ 21,293 | 1 | $ 4,507 | - |
| 2180 | Accounts payable - related parties | 7 | 766 | - | - | - |
| 2200 | Other payables | 6(9) | 134,301 | 7 | 181,007 | 9 |
| 2220 | Other payables - related parties | 7 | 3,174 | - | 6,750 | 1 |
| 2280 | Lease liabilities - current | 7 | 6,574 | - | 5,497 | - |
| 2300 | Other current liabilities | 6(12) | 309 | - | 190 | - |
| 21XX | Subtotal Current Liabilities | 166,417 | 8 | 197,951 | 10 | |
| Non-Current Liabilities | ||||||
| 2520 | Financial liabilities measured at amortized cost - non-current | 6(10) and 7 | 62,860 | 3 | 65,570 | 3 |
| 2527 | Contract liabilities - non-current | 6(18) | 16,760 | 1 | 23,479 | 1 |
| 2570 | Deferred income tax liabilities | 6(25) | 3,457 | - | 3,951 | - |
| 2580 | Lease liabilities - non-current | 7 | 20,411 | 1 | 20,304 | 1 |
| 2600 | Other non-current liabilities | 6(7)(12)(27) and 7 | 344,159 | 17 | 252,445 | 12 |
| 25XX | Subtotal Non-Current Liabilities | 447,647 | 22 | 365,749 | 17 | |
| 2XXX | Total Liabilities | 614,064 | 30 | 563,700 | 27 | |
| Equity | ||||||
| Share capital | 6(14) | 1,509,771 | 73 | 1,509,771 | 71 | |
| 3110 | Common share capital | 2,279,093 | 110 | 2,278,738 | 108 | |
| Capital surplus | 6(15) | |||||
| 3200 | Accumulated losses | 6(16) | ||||
| 3350 | Accumulated deficits | ( 2,236,504) | ( 108) | ( 2,152,937) | ( 102) | |
| Other equity | 6(17) | |||||
| 3400 | Other equity | ( 95,741) | ( 5) | ( 87,594) | ( 4) | |
| 31XX | Subtotal Equity Attributable to Owners of the Parent | 1,456,619 | 70 | 1,547,978 | 73 | |
| 36XX | Non-controlling interests | 551 | - | 594 | - | |
| 3XXX | Total Equity | 1,457,170 | 70 | 1,548,572 | 73 | |
| Material contingent liabilities and unrecognized contractual commitments | 9 | |||||
| Material subsequent events | 11 | |||||
| 3X2X | Total Liabilities and Equity | $ 2,071,234 | 100 | $ 2,112,272 | 100 |
The accompanying notes form an integral part of these consolidated financial statements, please read them together.
Chairman: Cheng, Chen-Yu
President: Erick Co
Principal Accounting Officer: Tsao, Nai-Hsien
Formosa Pharmaceuticals, Inc. and Subsidiaries
Consolidated Statement of Comprehensive Income
For the years ended December 31, 2025 and 2024
Unit: NT$ thousand (Except for loss per share, which is expressed in New Taiwan Dollars)
| Item | Notes | 2025 | 2024 | |||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| 4000 | Operating revenue | 6(18) | $ 9,495 | 100 | $ 143,356 | 100 |
| 5000 | Operating costs | ( 11,093) | ( 117) | ( 24,366) | ( 17) | |
| 5900 | Operating (gross loss) gross profit | ( 1,598) | ( 17) | 118,990 | 83 | |
| Operating expenses | 6(23)(24) and 7 | |||||
| 6100 | Selling expenses | ( 13,023) | ( 137) | ( 4,953) | ( 3) | |
| 6200 | Administrative expenses | ( 34,611) | ( 365) | ( 55,847) | ( 39) | |
| 6300 | Research and development expenses | ( 121,379) | ( 1278) | ( 225,998) | ( 158) | |
| 6450 | Expected credit impairment losses | 12(2) | - | - | ( 7,821) | ( 5) |
| 6000 | Subtotal operating expenses | ( 169,013) | ( 1780) | ( 294,619) | ( 205) | |
| 6900 | Operating loss | ( 170,611) | ( 1797) | ( 175,629) | ( 122) | |
| Non-operating income and expenses | ||||||
| 7100 | Interest income | 6(19) | 25,292 | 266 | 21,181 | 15 |
| 7010 | Other income | 6(20) | 49,562 | 522 | 1,055 | 1 |
| 7020 | Other gains and losses | 6(21) | 12,238 | 129 | ( 25,612) | ( 18) |
| 7050 | Financial costs | 6(6)(22) | ( 485) | ( 5) | ( 569) | ( 1) |
| 7000 | Subtotal non-operating income and expenses | 86,607 | 912 | ( 3,945) | ( 3) | |
| 7900 | Loss Before Income Tax | ( 84,004) | ( 885) | ( 179,574) | ( 125) | |
| 7950 | Income tax benefits (expenses) | 6(25) | 431 | 5 | ( 21,359) | ( 15) |
| 8200 | Net Loss for the Period | ($ 83,573) | ( 880) | ($ 200,933) | ( 140) | |
| Other Comprehensive Income | ||||||
| Items Not to be Reclassified to Profit or Loss | ||||||
| 8316 | Unrealized gains (losses) on equity instruments measured at fair value through other comprehensive income | 6(4)(17) | ($ 3,611) | ( 38) | ($ 54,109) | ( 38) |
| Items that May Be Subsequently Reclassified to Profit or Loss | ||||||
| 8361 | Exchange differences on translation of foreign operations | ( 4,573) | ( 48) | ( 3,606) | ( 2) | |
| 8300 | Other Comprehensive Income (Net of Income Tax) | ($ 8,184) | ( 86) | ($ 57,715) | ( 40) | |
| 8500 | Total Comprehensive Income (Loss) for the Period | ($ 91,757) | ( 966) | ($ 258,648) | ( 180) | |
| Net loss attributable to: | ||||||
| 8610 | Owners of the parent company | ($ 83,565) | ( 880) | ($ 201,014) | ( 140) | |
| 8620 | Non-controlling interests | ( 8) | - | 81 | - | |
| ($ 83,573) | ( 880) | ($ 200,933) | ( 140) | |||
| Total comprehensive income attributable to: | ||||||
| 8710 | Owners of the parent company | ($ 91,714) | ( 966) | ($ 258,701) | ( 180) | |
| 8720 | Non-controlling interests | ( 43) | - | 53 | - | |
| ($ 91,757) | ( 966) | ($ 258,648) | ( 180) | |||
| Loss per share | 6(26) | |||||
| 9750 | Loss per share | ($ | 0.55) | ($ | 1.43) | |
| 9850 | Diluted loss per share | ($ | 0.55) | ($ | 1.43) |
The accompanying notes form an integral part of these consolidated financial statements, please read them together.
Chairman: Cheng, Chen-Yu
President: Erick Co
Principal Accounting Officer: Tsao, Nai-Hsien
Formosa Pharmaceuticals, Inc. and Subsidiaries
Consolidated Statement of Changes in Equity
For the years ended December 31, 2025 and 2024
Unit: NT$ thousand
| Equity attributable to owners of the parent company | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Capital surplus | Other equity | ||||||||||
| Exchange differences on translation of foreign operations | Unrealized gains (losses) on financial assets measured at fair value through other comprehensive income | Total | Non-controlling interests | Subtotal | |||||||
| Notes | Common share capital | Share premium | Employee share options | Others | Accumulated deficits | ||||||
| 2024 | |||||||||||
| Balance as of January 1, 2024 | $1,341,421 | $1,775,220 | $5,010 | $208 | ($1,951,923) | ($25,267) | ($4,640) | $1,140,029 | $541 | $1,140,570 | |
| Net loss for the period | - | - | - | - | (201,014) | - | - | (201,014) | 81 | (200,933) | |
| Other comprehensive income (loss) for the period | - | - | - | - | - | (3,578) | (54,109) | (57,687) | (28) | (57,715) | |
| Total comprehensive income (loss) for the period | - | - | - | - | (201,014) | (3,578) | (54,109) | (258,701) | 53 | (258,648) | |
| Employee stock option compensation cost | 6(13) | - | 36,201 | - | - | - | - | 36,201 | - | 36,201 | |
| Stock options forfeited | - | - | (22,156) | 22,156 | - | - | - | - | - | - | |
| Cash capital increase | 6(14) | 168,000 | 473,743 | (12,664) | - | - | - | 629,079 | - | 629,079 | |
| Exercise of employee stock options | 6(13) | 350 | 1,524 | (504) | - | - | - | 1,370 | - | 1,370 | |
| Balance as of December 31, 2024 | $1,509,771 | $2,250,487 | $5,887 | $22,364 | ($2,152,937) | ($28,845) | ($58,749) | $1,547,978 | $594 | $1,548,572 | |
| 2025 | |||||||||||
| Balance as of January 1, 2025 | $1,509,771 | $2,250,487 | $5,887 | $22,364 | ($2,152,937) | ($28,845) | ($58,749) | $1,547,978 | $594 | $1,548,572 | |
| Net loss for the period | - | - | - | - | (83,565) | - | - | (83,565) | (8) | (83,573) | |
| Other comprehensive income (loss) for the period | - | - | - | - | - | (4,538) | (3,611) | (8,149) | (35) | (8,184) | |
| Total comprehensive income (loss) for the period | - | - | - | - | (83,565) | (4,538) | (3,611) | (91,714) | (43) | (91,757) | |
| Employee stock option compensation cost | 6(13) | - | 355 | - | - | - | - | 355 | - | 355 | |
| Stock options forfeited | - | - | (637) | 637 | - | - | - | - | - | - | |
| Disposal of investments in equity instruments measured at fair value through other comprehensive income | 6(4) | ||||||||||
| Balance as of December 31, 2025 | $1,509,771 | $2,250,487 | $5,605 | $23,001 | ($2,236,504) | ($33,383) | ($62,358) | $1,456,619 | $551 | $1,457,170 |
The accompanying notes form an integral part of these consolidated financial statements, please read them together.
Chairman: Cheng, Chen-Yu
President: Erick Co
Principal Accounting Officer: Tsao, Nai-Hsien
Formosa Pharmaceuticals, Inc. and Subsidiaries
Consolidated Statement of Cash Flows
For the years ended December 31, 2025 and 2024
Unit: NT$ thousand
| Notes | For the year ended December 31, 2025 | For the year ended December 31, 2024 | |
|---|---|---|---|
| Cash Flows from Operating Activities | |||
| Net loss before income tax | ($ 84,004) | ($ 179,574) | |
| Adjustments | |||
| Adjustments to reconcile profit or loss | |||
| Depreciation expenses | 6(5)(6)(23) | 9,255 | 7,533 |
| Amortization expenses | 6(7)(23) | 40,306 | 34,746 |
| Expected credit impairment losses | - | 7,821 | |
| Interest expenses | 6(22) | 485 | 569 |
| Interest income | 6(19) | ( 25,292) | ( 21,181) |
| Employee stock option compensation cost | 6(13) | 355 | 36,201 |
| Loss on fair value measurement of contingent consideration | 6(21)(27) | - | 6,961 |
| Gain on lease modification | 6(21) | - | 1) |
| Net changes in operating assets/liabilities | |||
| Net changes in operating assets | |||
| Accounts receivable | - | ( 7,821) | |
| Other receivables | 30,889 | ( 4,735) | |
| Inventories | ( 1,278) | ( 2,893) | |
| Prepayments | ( 19,068) | 360 | |
| Other current assets | 359 | ( 83) | |
| Net changes in operating liabilities | |||
| Contract liabilities | 10,067 | ( 77,010) | |
| Accounts payable - related parties | 766 | - | |
| Other payables | ( 76,728) | 53,393 | |
| Other payables - related parties | ( 3,576) | ( 241) | |
| Other current liabilities | 119 | ( 23) | |
| Cash outflow generated from operations | ( 117,345) | ( 145,978) | |
| Interest received | 22,250 | 18,741 | |
| Interest paid | ( 485) | ( 569) | |
| Income taxes paid | ( 63) | ( 876) | |
| Net Cash outflow from operating activities | ( 95,643) | ( 128,682) | |
| Cash Flows from Investing Activities | |||
| Acquisitions of financial assets measured at amortized cost - current | 6(2) | ( 1,460,000) | ( 1,384,779) |
| Disposals of financial assets measured at amortized cost - current | 6(2) | 1,480,000 | 997,511 |
| Payments for acquisition of property, plants, and equipment | 6(27) | ( 9,660) | ( 1,354) |
| Acquisition of intangible assets | 6(27) | ( 31,882) | ( 980) |
| Payment for acquisition of subsidiaries | 6(27) | - | ( 79,289) |
| Proceeds from disposal of financial assets at fair value through other comprehensive income - non-current | 1 | - | |
| Increase in prepayment for purchases of equipment | ( 348) | ( 5,914) | |
| Increase in other non-current assets | ( 46,233) | - | |
| Increase in refundable deposits | ( 168) | ( 487) | |
| Net cash outflow from investing activities | ( 68,290) | ( 475,292) | |
| Cash Flows from Financing Activities | |||
| Lease principal repayment | 6(28) | ( 6,126) | ( 6,047) |
| Cash capital increase | 6(14) | - | 629,079 |
| Stock options exercised during the period | 6(13) | - | 1,370 |
| Net cash (outflow) inflow from financing activities | ( 6,126) | 624,402 | |
| Effect of exchange rate changes on cash and cash equivalents | ( 13,941) | 20,652 | |
| Increase (decrease) in cash and cash equivalents for the period | ( 184,000) | 41,080 | |
| Cash and cash equivalents at beginning of period | 425,785 | 384,705 | |
| Cash and cash equivalents at end of period | $ 241,785 | $ 425,785 |
The accompanying notes form an integral part of these consolidated financial statements, please read them together.
Chairman: Cheng, Chen-Yu
President: Erick Co
Principal Accounting Officer: Tsao, Nai-Hsien
14
Formosa Pharmaceuticals, Inc. and Subsidiaries
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
Unit: NT$ thousand (Unless specified otherwise)
I. Company History
Formosa Pharmaceuticals, Inc. (hereinafter referred to as "the Company") was approved for establishment by the Ministry of Economic Affairs on December 6, 2010. The Company and its subsidiaries (hereinafter referred to as "the Group") are primarily engaged in new drug development and transfers. Formosa Laboratories, Inc. holds 40.66% equity interest in the Group and is the parent company of the Group.
II. Date and Procedures of Approval of the Financial Statements
These consolidated financial statements were approved and issued by the Board of Directors on March 10, 2026.
III. Adoption of New and Amended Standards and Interpretations
- Impact of Adoption of Newly Issued and Amended International Financial Reporting Standards Endorsed and Issued Into Effect by the Financial Supervisory Commission (hereinafter referred to as "FSC")
The following table summarizes the new standards, amendments, and revisions to International Financial Reporting Standards and interpretations endorsed and issued into effect by the FSC that are applicable in 2025:
| New/Amended/Revised Standards and Interpretations | Effective Date Issued by International Accounting Standards Board |
|---|---|
| Amendments to IAS 21 "Lack of Exchangeability" | January 1, 2025 |
The Group has assessed that the above standards and interpretations have no significant impact on the Group's financial position and financial performance.
- Impact of Not Yet Adopted New and Amended International Financial Reporting Standards Endorsed by the FSC
The following table summarizes the new, amended, and revised standards and interpretations of International Financial Reporting Standards endorsed by the FSC that are effective from 2026:
| New/Amended/Revised Standards and Interpretations | Effective Date Issued by International Accounting Standards Board |
|---|---|
| Amendments to IFRS 9 and IFRS 7 "Amendments to Classification and Measurement of Financial Instruments" | January 1, 2026 |
| Amendments to IFRS 9 and IFRS 7 "Contracts Involving Natural Electricity" | January 1, 2026 |
| IFRS 17 "Insurance Contracts" | January 1, 2023 |
| Amendments to IFRS 17 "Insurance Contracts" | January 1, 2023 |
| Amendments to IFRS 17 "Initial Application of IFRS 17 and IFRS 9 - Comparative Information" | January 1, 2023 |
| Annual Improvements to IFRS Standards - Volume 11 | January 1, 2026 |
The Group has assessed that the above standards and interpretations have no significant impact on the Group's financial position and financial performance.
- Impact of International Financial Reporting Standards Issued by IASB but Not Yet Endorsed by the FSC
The following table summarizes the new, amended, and revised standards and interpretations of International Financial Reporting Standards issued by IASB but not yet endorsed by the FSC:
| New/Amended/Revised Standards and Interpretations | Effective Date Issued by International Accounting Standards Board |
|---|---|
| Amendments to IFRS 10 and IAS 28 "Sale or Contribution of Pending IASB's decision Assets between an Investor and its Associate or Joint Venture" | |
| IFRS 18 "Presentation and Disclosure in Financial Statements" | January 1, 2027 (Note) |
| IFRS 19 "Subsidiaries without Public Accountability: Disclosure" | January 1, 2027 |
| Amendments to IAS 21 "Translation to a Hyperinflationary Presentation currency" | January 1, 2027 |
Note: According to the FSC's press release dated September 25, 2025, public companies will be required to adopt International Financial Reporting Standard 18 (hereinafter "IFRS 18") starting from fiscal year 2028. In addition, entities that wish to early adopt IFRS 18 may do so upon the FSC's endorsement of the standard.
Except for the following, the Group has assessed that the above standards and interpretations have no significant impact on the Group's financial position and financial performance. The related impact amounts will be disclosed upon completion of the assessment:
IFRS 18 "Presentation and Disclosure in Financial Statements"
IFRS 18 "Presentation and Disclosure in Financial Statements" replaces IAS 1 and updates the structure of the statement of comprehensive income, adds disclosures of management performance measures, and strengthens the principles of aggregation and disaggregation applied to primary financial statements and notes.
IV. Summary of Material Accounting Policies
The main accounting policies adopted in preparing these consolidated financial statements are described below. Unless otherwise stated, these policies have been consistently applied to all reporting periods.
1. Statement of Compliance
These consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRSs), International Accounting Standards (IAS), and Interpretations and Interpretative Bulletins endorsed and issued into effect by the Financial Supervisory Commission.
2. Basis of Preparation
(1) Except for financial liabilities measured at fair value through profit or loss and financial assets measured at fair value through other comprehensive income that are measured at fair value, these consolidated financial statements have been prepared on a historical cost basis.
(2) The preparation of financial statements in conformity IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group's accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the individual financial statements are disclosed in Note 5.
3. Basis of Consolidation
(1) Principles of Preparing Consolidated Financial Statements
A. The Group includes all subsidiaries in the preparation of the consolidated financial statements. Subsidiaries are entities (including structured entities) controlled by the Group. The Group controls an entity when it is exposed, or has rights, to variable returns from its involvement with the entity and has the ability
16
to affect those returns through its power over the entity. Subsidiaries are included in the consolidated financial statements from the date the Group obtains control and are excluded from the consolidated financial statements from the date the Group loses control.
B. Intercompany transactions, balances, and unrealized gains and losses between companies within the Group have been eliminated. The accounting policies of subsidiaries are consistent with those adopted by the Group.
C. The components of profit or loss and other comprehensive income are attributed to owners of parent and non-controlling interests; total comprehensive income is also attributed to owners of parent and non-controlling interests even if this results in a deficit balance in non-controlling interests.
D. Changes in shareholdings of subsidiaries that do not result in loss of control (transactions with non-controlling interests) are treated as equity transactions, that is, as transactions with owners. The difference between the adjustment amount of non-controlling interests and the fair value of the consideration paid or received is recognized directly in equity.
(2) Subsidiaries included in the consolidated financial statements:
| Investor | Subsidiary Name | Nature of Business | Percentage of ownership (%) | Description | |
|---|---|---|---|---|---|
| December 31, 2025 | December 31, 2024 | ||||
| Formosa Pharmaceuticals, Inc. | Activus Pharma Co., Ltd. | Development and research of biotechnology medicine | 99.23 | 99.23 |
(3) Subsidiaries not included in the consolidated financial statements: None.
(4) Adjustments and treatments for subsidiaries with different accounting periods: None.
(5) Significant restrictions: None.
(6) Subsidiaries with non-controlling interests that are material to the Group: None.
17
- Foreign Currency Conversion
Each item listed in the financial reports of every entity within the Group is measured using the currency of the primary economic environment in which the entity operates (i.e., functional currency). These consolidated financial statements are presented using the Company's functional currency "New Taiwan Dollars" as the presentation currency.
(1) Foreign Currency Transactions and Balances
A. Foreign currency transactions are converted into the functional currency using the exchange rates prevailing at the dates of the transactions or measurement dates, and the resulting conversion differences are recognized in profit or loss for the current period.
B. Foreign currency monetary assets and liabilities balances are revalued using the exchange rates prevailing at the balance sheet date, and the resulting conversion differences from such revaluation are recognized in profit or loss for the current period.
C. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value through profit or loss are converted using the exchange rates prevailing at the balance sheet date, and the resulting exchange differences from such conversion are recognized in profit or loss for the current period; those measured at fair value through other comprehensive income are converted using the exchange rates prevailing at the balance sheet date, and the resulting exchange differences are recognized in other comprehensive income. For those not measured at fair value, they are measured using the historical exchange rates at the dates of initial transactions.
D. All other exchange gains and losses are reported under "Other gains and losses" in the income statement based on the nature of the transactions.
(2) Conversion of Foreign Operations
For all group entities whose functional currency differs from the presentation currency, their results of operations and financial position are converted into the presentation currency as follows:
A. Assets and liabilities presented in each balance sheet are converted using the closing exchange rate at the date of that balance sheet;
B. Income and expenses presented in each statement of comprehensive income are converted using the average exchange rates for the period; and
C. All exchange differences arising from conversion are recognized in other comprehensive income.
18
D. Goodwill and fair value adjustments arising from the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and converted at the closing exchange rate.
- Classification Criteria for Current and Non-current Assets and Liabilities
(1) Assets that meet one of the following conditions are classified as current assets:
A. Expected to be realized in the normal operating cycle, or intended to be sold or consumed. B. Held primarily for trading purposes. C. Expected to be realized within twelve months after the reporting period. D. Cash or cash equivalents, unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
The Group classifies all assets that do not meet the above conditions as non-current.
(2) Liabilities that meet one of the following conditions are classified as current liabilities:
A. Expected to be settled within the normal operating cycle. B. Held primarily for trading purposes. C. Due to be settled within twelve months after the reporting period. D. Does not have the right to defer settlement of the liability for at least twelve months after the reporting period.
The Group classifies all liabilities that do not meet the above conditions as non-current.
- Cash Equivalents
Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value. Time deposits that meet the above definition and are held for the purpose of meeting short-term cash commitments in operations are classified as cash equivalents.
- Financial Assets Measured at Fair Value Through Other Comprehensive Income
(1) Refers to an irrevocable election made at initial recognition to present changes in fair value of equity instrument investments not held for trading in other comprehensive income; or debt instrument investments that simultaneously meet the following conditions:
19
A. The financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets.
B. The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
(2) The Group adopts trade date accounting for financial assets measured at fair value through other comprehensive income that meet regular way transactions.
(3) The Group measures these assets at fair value plus transaction costs at initial recognition, and subsequently measures them at fair value. Changes in fair value of equity instruments are recognized in other comprehensive income. Upon derecognition, the cumulative gains or losses previously recognized in other comprehensive income shall not be subsequently reclassified to profit or loss, but are transferred to retained earnings. When the right to receive dividends is established, it is probable that the economic benefits associated with the dividends will flow to the Group, and the amount of dividends can be measured reliably, the Group recognizes dividend income in profit or loss.
- Financial Assets Measured at Amortized Cost
The Group holds time deposits that do not qualify as cash equivalents. Due to their short holding periods, the impact of discounting is insignificant, and therefore these deposits are measured at their investment amount.
- Accounts Receivable
(1) Refers to receivables that represent an unconditional right to receive payment for the transfer of goods or services based on contractual agreements.
(2) For non-interest bearing short-term accounts receivable, due to the insignificant impact of discounting, the Group measures them at their original invoice amount.
- Impairment of Financial Assets
At each balance sheet date, the Group considers all reasonable and supportable information for financial assets measured at amortized cost. For assets whose credit risk has not increased significantly since initial recognition, the allowance for impairment loss is measured based on 12-month expected credit losses; for those whose credit risk has increased significantly since initial recognition, the allowance for impairment loss is measured based on lifetime expected credit losses.
- Derecognition of Financial Assets
When the Group's contractual rights to receive cash flows from financial assets expire, the financial assets are derecognized.
20
21
12. Inventories
Inventories are measured at the lower of cost and net realizable value, with cost determined using the weighted average method. The cost of finished goods and work in process includes raw materials, direct labor, other direct costs, and production-related manufacturing expenses (allocated based on normal capacity), but excludes borrowing costs. When comparing the lower of cost and net realizable value, the item-by-item comparison method is used. Net realizable value refers to the estimated selling price in the normal course of business less the estimated costs of completion and the estimated costs necessary to make the sale.
13. Property, Plants, and Equipment
(1) Property, plants, and equipment are recorded based on acquisition cost.
(2) Subsequent costs are included in the asset's carrying amount or recognized as a separate asset only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part should be derecognized. All other maintenance costs are recognized in profit or loss for the current period.
(3) Property, plants, and equipment are subsequently measured using the cost model, with depreciation calculated using the straight-line method over their estimated useful lives. If components of property, plants, and equipment are significant, they are depreciated separately.
(4) At the end of each financial year, the Group reviews the residual value, useful life, and depreciation method of each asset. When the expected residual value and useful life differ from previous estimates, or when there has been a significant change in the expected pattern of consumption of future economic benefits embodied in the asset, changes are accounted for as changes in accounting estimates in accordance with IAS 8 "Accounting Policies, Changes in Accounting Estimates and Errors" from the date of the change. The useful lives of the various assets are as follows:
Testing equipment 5 years Leasehold improvements 3 years Machinery and equipment 6 years
14. Lessee's Lease Transactions - Right-of-use Assets/Lease Liabilities
(1) Lease assets are recognized as right-of-use assets and lease liabilities on the date they become available for use by the Group. For short-term leases or leases of low-value assets, lease payments are recognized as expenses on a straight-line basis over the lease term.
(2) The lease liability is recognized at the present value of the unpaid lease payments discounted at the Group's incremental borrowing rate on the lease commencement date. Lease payments are fixed payments less any lease incentives receivable. Subsequently, the lease liability is measured at amortized cost using the interest method, with interest expenses accrued over the lease term. When there are changes in lease terms or lease payments not arising from contract modifications, the lease liabilities will be reassessed and the remeasurement amount will be adjusted to right-of-use assets.
(3) Right-of-use assets are recognized at cost on the lease commencement date. The cost includes:
A. The initial measurement amount of lease liabilities; B. Any lease payments made at or before the commencement date; and C. Any initial direct costs incurred;
Subsequently measured using the cost model, depreciation expenses are recognized over the shorter of the useful life of the right-of-use assets or the lease term. When lease liabilities are reassessed, the right-of-use assets are adjusted for any remeasurement of the lease liabilities.
- Intangible Assets
(1) Computer software is recorded at cost and amortized on a straight-line basis over its estimated useful life of 3.67~5 years.
(2) Technical know-how is recorded at cost and amortized on a straight-line basis over its estimated economic benefit period of 14~22 years.
(3) Goodwill arises from business combinations using the acquisition method.
- Impairment of Financial Assets
(1) At the balance sheet date, the Group estimates the recoverable amount of assets that show signs of impairment. When the recoverable amount is lower than its carrying amount, an impairment loss is recognized. The recoverable amount refers to an asset's fair value less costs of disposal or its value in use, whichever is higher.
(2) Goodwill is regularly assessed for its recoverable amount. When the recoverable amount is lower than its carrying amount, an impairment loss is recognized. Impairment losses on goodwill are not reversed in subsequent years.
(3) This allocation is based on operating segments, allocating goodwill to cash-generating units or groups of cash-generating units that are expected to benefit from the business combination that generated the goodwill.
22
- Financial Liabilities at Amortized Cost
The Group initially recognizes financial liabilities at amortized cost at their issuance amount, and subsequently recognizes interest expenses in profit or loss over the circulation period using the interest method for amortization. When there is a change in estimated payments, the revised estimated cash flows are discounted at the original effective interest rate to recalculate the amortized cost of the financial liability, with the adjustment recognized in profit or loss.
- Derecognition of Financial Liabilities
The Group derecognizes financial liabilities when the obligations specified in the contract are fulfilled, cancelled, or expired.
- Employee Benefits
(1) Short-term employee benefits
Short-term employee benefits are measured at the undiscounted amount expected to be paid and recognized as expenses when the related services are provided.
(2) Pensions
Under the defined contribution plan, the amount of pension fund to be contributed is recognized as current pension costs on an accrual basis. Prepaid contributions are recognized as assets to the extent that a cash refund or a reduction in future payments is available.
(3) Employees' and directors' compensation
Employees' and directors' compensation are recognized as expenses and liabilities when there is a legal or constructive obligation and the amount can be reasonably estimated. When there is a difference between the actual distribution amount subsequently resolved and the estimated amount, it is treated as a change in accounting estimate.
- Employee Share-based Payments
For equity-settled share-based payment arrangements, employee services received are measured at the fair value of the equity instruments granted at the grant date, and are recognized as compensation costs over the vesting period with a corresponding adjustment to equity. The fair value of equity instruments should reflect the impact of market vesting conditions and non-vesting conditions. The recognized compensation cost is adjusted according to the expected number of awards that will meet service conditions and non-market vesting conditions, until the final amount is recognized based on the vested quantity at the vesting date. The grant date of the aforementioned share-based payment arrangements is the date when both the subscription price and number of shares are determined.
23
- Income Tax
(1) Income tax expenses include current and deferred income tax. Except for income tax related to items included in other comprehensive income or directly recognized in equity, which are recognized in other comprehensive income or directly in equity respectively, income tax is recognized in profit or loss.
(2) The Group calculates current income tax based on the tax rates that have been enacted or substantively enacted at the balance sheet date in countries where it operates and generates taxable income. Management periodically evaluates the status of income tax filings with respect to applicable tax regulations, and where applicable, estimates income tax liabilities based on expected payments to tax authorities. The additional income tax levied on undistributed earnings under the Income Tax Act is recognized as undistributed earnings income tax expense based on the actual distribution of earnings after the shareholders' meeting approves the earnings distribution proposal in the year following the year in which the earnings were generated.
(3) Deferred income tax is accounted for using the balance sheet method, recognizing temporary differences between the tax bases of assets and liabilities and their carrying amounts in the consolidated balance sheets. Deferred income tax is measured at the tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled.
(4) Deferred income tax assets are recognized to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized, and unrecognized and recognized deferred income tax assets are reassessed at each balance sheet date.
(5) Deferred income tax assets are recognized to the extent that it is probable that future taxable income will be available for the use of unused income tax credits carried forward from research and development expenditures and other sources.
- Share Capital
Common stock is classified as equity. The incremental costs directly attributable to the issuance of new shares or subscription rights are recorded as a deduction from equity, net of income tax.
- Revenue Recognition
(1) Product sales
24
The Group manufactures and sells new drug-related products. Revenue from sales is recognized when control of the products is transferred to the customer, which is when the products are delivered to the sales customer, the sales customer has discretion over the channel and price for selling the products, and the Group has no remaining performance obligations that could affect the sales customer's acceptance of the products. Delivery of goods is considered to have occurred when the products are shipped to the designated location, the risk of obsolescence and loss has been transferred to the customer, and the customer has accepted the products pursuant to the sales contract, or there is objective evidence that all acceptance criteria have been met.
(2) Research and development revenue
A. The Group provides drug research and development and related services. Service revenue is recognized in the financial reporting period when services are rendered to customers. For fixed-price contracts, revenue is recognized based on the proportion of actual services provided to the total services to be provided as of the balance sheet date. The percentage of completion of services is estimated based on the proportion of services performed to date to the total services to be performed as of the financial reporting date.
B. The Group revises its estimates of revenue, costs, and completion progress as circumstances change. Any estimated increases or decreases in revenue or costs resulting from changes in estimates are reflected in profit or loss in the period when the circumstances that led to the revision become known to management.
(3) Intellectual Property License Revenue
The Group enters into contracts with customers to license its patent technology to customers. Since the license is distinct, the license revenue is recognized either over the license period or at the point when control of the rights is transferred to customers, depending on the nature of the license. Customers pay a non-refundable upfront fee at the time of signing the contract and make milestone payments when each milestone is achieved. When the Group undertakes activities that significantly affect the patented technology which directly impacts the licensed customers, and such activities do not result in the transfer of goods or services to customers, the nature of the license is to provide the right to access intellectual property, and the related royalties are recognized as revenue on a straight-line basis over the license period. If the license does not meet the aforementioned conditions, its nature is to provide the right to use intellectual property, and revenue is recognized at the point when the license is transferred.
25
- Operating Departments
The Group's operating department information is reported in a manner consistent with the internal management reports provided to the chief operating decision-maker. The chief operating decision-maker is responsible for allocating resources to operating departments and assessing their performance. The Group has identified its Board of Directors as the chief operating decision-maker.
V. Main Sources of Material Accounting Judgments, Estimates, and Assumption Uncertainties
In preparing these consolidated financial statements, management has exercised judgment in determining the accounting policies to be adopted, and has made accounting estimates and assumptions based on reasonable expectations of future events according to the circumstances at the balance sheet date. The material accounting estimates and assumptions made may differ from actual results, and will be continuously evaluated and adjusted considering historical experience and other factors. Such estimates and assumptions pose risks that may result in significant adjustments to the carrying amounts of assets and liabilities in the next financial year. The Group has no material accounting judgments in the application of accounting policies; please refer to the following for explanations of significant accounting estimates and assumption uncertainties:
Significant Accounting Estimates and Assumptions:
- Goodwill Impairment Assessment
The assessment of goodwill impairment relies on the Group's subjective judgment, based on evaluating the recoverable amount using the discounted value of expected future cash flows, and analyzing the reasonableness of related assumptions. For details on goodwill impairment assessment, please refer to Note 6(7).
As of December 31, 2025, the carrying amount of the Group's goodwill was NT$30,544.
- Technical Know-how Impairment Assessment
When assessing whether there are indications of impairment for technical know-how, the Group considers both internal and external information, including factors such as government regulatory changes, project research and development planning and progress, as well as market prospects for the technology. Changes in socioeconomic conditions and company strategy may lead to significant changes in these estimates in the future.
As of December 31, 2025, the carrying amount of the Group's technical know-how was NT$430,923.
26
VI. Description of Significant Accounting Items
- Cash and Cash Equivalents
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Petty cash | $ 20 | $ 20 |
| Demand deposits | 91,765 | 356,304 |
| Time deposits | 150,000 | 69,461 |
| $ 241,785 | $ 425,785 |
(1) The Group deals with financial institutions of good credit quality, and maintains relationships with multiple financial institutions to diversify credit risk. The probability of default is expected to be very low.
(2) The Group has not pledged any cash and cash equivalents as collateral.
- Financial Assets Measured at Amortized Cost
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Time deposits with maturities over 3 months and within 1 year | $ 1,200,000 | $ 1,220,000 |
(1) Details of financial assets at amortized cost recognized in profit or loss are as follows:
| 2025 | 2024 | |
|---|---|---|
| Interest income | $ 22,708 | $ 18,000 |
(2) The maximum exposure to credit risk of the Group's financial assets measured at amortized cost, without taking into account any collaterals held or other credit enhancements, amounted to NT$1,220,000 and NT$1,220,000 as of December 31, 2025 and 2024, respectively.
(3) The Group has not pledged any financial assets measured at amortized cost as collateral.
(4) Please refer to Note 12(2) for credit risk information on financial assets measured at amortized cost.
- Prepayments
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Tax overpayment | $ 13,141 | $ 11,254 |
| Prepaid service fees (Note) | 36,662 | 24,431 |
| Others | 7,456 | 2,506 |
| $ 57,259 | $ 38,191 |
Note: Please refer to Note 7(3)4 for details.
28
4. Financial Assets Measured at Fair Value Through Other Comprehensive Income
| Item | December 31, 2025 | December 31, 2024 |
|---|---|---|
| Non-current items: | ||
| Equity instruments | ||
| Listed and OTC stocks | $ 63,899 | $ 63,900 |
| Valuation adjustments | ( 62,359) | ( 58,749) |
| $ 1,540 | $ 5,151 |
(1) The Group elected to classify strategic equity investments as financial assets measured at fair value through other comprehensive income. The fair values of such investments were NT$1,540 and NT$5,151 as of December 31, 2025 and 2024, respectively.
(2) In 2025, due to the reverse stock split of Eyenovia, Inc., the Group sold fractional shares with fair value of NT$1, resulting in accumulated disposal loss of NT$2; there was no such situation in 2024.
(3) The details of financial assets measured at fair value through other comprehensive income recognized in profit or loss and comprehensive income are as follows:
| 2025 | 2024 | |
|---|---|---|
| Equity Instruments at Fair Value Through Other Comprehensive Income | ||
| Fair value changes recognized in other comprehensive income | ($ 3,611) | ($ 54,109) |
| Accumulated losses transferred to retained earnings due to derecognition | ($ 2) | $ - |
(4) Without considering the collaterals held or other credit enhancements, the maximum exposure to credit risk of the Group's financial assets measured at fair value through other comprehensive income as of December 31, 2025 and 2024, was NT$1,540 and NT$5,151, respectively.
(5) The Group has not pledged any financial assets measured at fair value through other comprehensive income as collateral.
(6) For related credit risk information on financial assets measured at fair value through other comprehensive income, please refer to Note 12(2).
5. Property, Plants, and Equipment
| 2025 | ||||
|---|---|---|---|---|
| Machinery and Equipment | Testing Equipment | Leasehold Improvements | Subtotal | |
| January 1 | ||||
| Cost | $ 3,896 | $ 4,239 | $ 701 | $ 8,836 |
| Accumulated depreciation | ( 2,505) | ( 1,688) | ( 185) | ( 4,378) |
| $ 1,391 | $ 2,551 | $ 516 | $ 4,458 | |
| January 1 | $ 1,391 | $ 2,551 | $ 516 | $ 4,458 |
| Additions | - | 10,189 | - | 10,189 |
| Transfers (Note) | - | 5,434 | - | 5,434 |
| Depreciation expenses | ( 556) | ( 2,268) | ( 176) | ( 3,000) |
| December 31 | $ 835 | $ 15,906 | $ 340 | $ 17,081 |
| December 31 | ||||
| Cost | $ 3,896 | $ 19,862 | $ 701 | $ 24,459 |
| Accumulated depreciation | ( 3,061) | ( 3,956) | ( 361) | ( 7,378) |
| $ 835 | $ 15,906 | $ 340 | $ 17,081 | |
| 2024 | ||||
| --- | --- | --- | --- | --- |
| Machinery and Equipment | Testing Equipment | Leasehold Improvements | Subtotal | |
| January 1 | ||||
| Cost | $ 3,896 | $ 3,485 | $ 453 | $ 7,834 |
| Accumulated depreciation | ( 1,948) | ( 1,114) | ( 19) | ( 3,081) |
| $ 1,948 | $ 2,371 | $ 434 | $ 4,753 | |
| January 1 | $ 1,948 | $ 2,371 | $ 434 | $ 4,753 |
| Additions | - | 754 | 248 | 1,002 |
| Depreciation expenses | ( 557) | ( 574) | ( 166) | ( 1,297) |
| December 31 | $ 1,391 | $ 2,551 | $ 516 | $ 4,458 |
| December 31 | ||||
| Cost | $ 3,896 | $ 4,239 | $ 701 | $ 8,836 |
| Accumulated depreciation | ( 2,505) | ( 1,688) | ( 185) | ( 4,378) |
| $ 1,391 | $ 2,551 | $ 516 | $ 4,458 |
Note: The current period transfers represent amounts reclassified from prepayments for equipment.
30
6. Lease Transactions - Lessee
(1) The leased assets of the Group include buildings and official vehicles, with lease terms typically ranging from 2 to 10 years. The lease contracts are individually negotiated and contain various terms and conditions. Other than the leased assets not being used as loan collateral, no other restrictions are imposed.
(2) The carrying amounts of right-of-use assets and recognized depreciation expenses are as follows:
| December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| Carrying Amount | Carrying Amount | |||
| Official vehicles | $ | 325 | $ | 567 |
| Buildings | 26,157 | 24,861 | ||
| $ | 26,482 | $ | 25,428 | |
| 2025 | 2024 | |||
| Depreciation Expenses | Depreciation Expenses | |||
| Official vehicles | $ | 242 | $ | 244 |
| Buildings | 6,013 | 5,992 | ||
| $ | 6,255 | $ | 6,236 |
(3) The additions of right-of-use assets for the Group were NT$7,309 and NT$2,146 for 2025 and 2024, respectively.
(4) Information on profit and loss items related to lease contracts is as follows:
| 2025 | 2024 | |
|---|---|---|
| Items Affecting Profit or Loss for the Current Period | ||
| Interest expense on lease liabilities | $ 474 | $ 514 |
| Expense on short-term lease contracts | 362 | 21 |
| Expense on low-value asset leases | 29 | 12 |
| Gain on lease modification | - | 1 |
(5) The Group's total lease cash outflows for 2025 and 2024 were NT$6,990 and NT$6,594, respectively.
- Intangible Assets
Technical Know-how
| Goodwill | APP13007 Ophthalmic anti-inflammatory drugs | APP13002 Antibiotic eye medications | TSY-110 Anti-breast cancer drugs | TSY-210 Antibiotics with low risk of drug resistance | TSY-310 Antibody-drug conjugate | Computer Software | Subtotal | |
|---|---|---|---|---|---|---|---|---|
| January 1, 2025 | ||||||||
| Cost | $ 82,166 | $ 231,912 | $ 1,259 | $ 193,851 | $ 84,150 | $ - | $ 1,890 | $ 595,228 |
| Accumulated amortization and impairment | ( 51,622) | ( 100,949) | ( 581) | ( 84,384) | ( 14,377) | - | ( 924) | ( 252,837) |
| $ 30,544 | $ 130,963 | $ 678 | $ 109,467 | $ 69,773 | $ - | $ 966 | $ 342,391 | |
| 2025 | ||||||||
| January 1 | $ 30,544 | $ 130,963 | $ 678 | $ 109,467 | $ 69,773 | $ - | $ 966 | $ 342,391 |
| Additions | - | - | - | - | - | 159,233 | 540 | 159,773 |
| Transfers (Note) | - | - | - | - | - | - | 480 | 480 |
| Amortization expenses | - | ( 16,371) | ( 79) | ( 13,684) | ( 4,207) | ( 4,825) | ( 1,140) | ( 40,306) |
| Net exchange differences | - | - | ( 25) | - | - | - | - | ( 25) |
| December 31 | $ 30,544 | $ 114,592 | $ 574 | $ 95,783 | $ 65,566 | $ 154,408 | $ 846 | $ 462,313 |
| December 31, 2025 | ||||||||
| Cost | $ 82,166 | $ 231,912 | $ 1,205 | $ 193,851 | $ 84,150 | $ 159,233 | $ 2,910 | $ 755,427 |
| Accumulated amortization and impairment | ( 51,622) | ( 117,320) | ( 631) | ( 98,068) | ( 18,584) | ( 4,825) | ( 2,064) | ( 293,114) |
| $ 30,544 | $ 114,592 | $ 574 | $ 95,783 | $ 65,566 | $ 154,408 | $ 846 | $ 462,313 |
Note: The current period transfers represent amounts reclassified from prepayments for intangible assets.
32
Technical Know-how
| Goodwill | APP13007 Ophthalmic anti-inflammatory drugs | APP13002 Antibiotic eye medications | TSY-110 Anti-breast cancer drugs | TSY-210 Antibiotics with low risk of drug resistance | Computer Software | Subtotal | |
|---|---|---|---|---|---|---|---|
| January 1, 2024 | |||||||
| Cost | $ 82,166 | $ 231,912 | $ 1,303 | $ 193,851 | $ 84,150 | $ 910 | $ 594,292 |
| Accumulated amortization and impairment | ( 51,622) | ( 84,579) | ( 520) | ( 70,700) | ( 10,169) | ( 519) | ( 218,109) |
| $ 30,544 | $ 147,333 | $ 783 | $ 123,151 | $ 73,981 | $ 391 | $ 376,183 | |
| 2024 | |||||||
| January 1 | $ 30,544 | $ 147,333 | $ 783 | $ 123,151 | $ 73,981 | $ 391 | $ 376,183 |
| Additions | - | - | - | - | - | 980 | 980 |
| Amortization expenses | - | ( 16,370) | ( 79) | ( 13,684) | ( 4,208) | ( 405) | ( 34,746) |
| Net exchange differences | - | - | ( 26) | - | - | - | ( 26) |
| December 31 | $ 30,544 | $ 130,963 | $ 678 | $ 109,467 | $ 69,773 | $ 966 | $ 342,391 |
| December 31, 2024 | |||||||
| Cost | $ 82,166 | $ 231,912 | $ 1,259 | $ 193,851 | $ 84,150 | $ 1,890 | $ 595,228 |
| Accumulated amortization and impairment | ( 51,622) | ( 100,949) | ( 581) | ( 84,384) | ( 14,377) | ( 924) | ( 252,837) |
| $ 30,544 | $ 130,963 | $ 678 | $ 109,467 | $ 69,773 | $ 966 | $ 342,391 |
(1) Details of intangible asset amortization are as follows:
| 2025 | 2024 | |
|---|---|---|
| Administrative expenses | $ 1,124 | $ 389 |
| Research and development expenses | 39,182 | 34,357 |
| $ 40,306 | $ 34,746 |
(2) The recoverable amount of goodwill is evaluated based on value in use, and the value in use is calculated based on the projected economic benefits of related research and development projects.
Based on the recoverable amount calculated from value in use exceeding the carrying amount, no impairment of goodwill has occurred. The main factors considered in calculating value in use are operating profit margin, growth rate, and discount rate.
Management determines the budgeted operating profit margin based on its expectations of market development; the growth rate adopted refers to industry expectations; the discount rate adopted refers to the weighted average cost of capital of peer companies. The discount rates used for 2025 and 2024 were 16.96% and 19.46%, respectively.
(3) In November 2018, based on external expert valuation reports, the Group acquired the biosimilar drug development results (TSY-110) of Kadcyla® (ado-trastuzumab emtansine, T-DM1) from Formosa Laboratories, Inc. for NT$193,851. According to the contract signed between both parties, in addition to paying NT$33,847 at signing, milestone license fees will need to be paid upon completion of various development stages. After the drug is marketed, royalties will be paid based on a certain percentage of sales. As of December 31, 2025 and 2024, the aforementioned milestone license fees totaled USD 5,200 thousand (equivalent to NT$163,436 and NT$170,482, respectively), which have been estimated and recorded (listed under "Other non-current liabilities").
(4) In August 2021, based on external expert valuation reports, the Group acquired the research and development results (TSY-210) of Streptogramin (anti-infective/antibiotic) from Formosa Laboratories, Inc. for NT$84,150. According to the contract signed between both parties, in addition to paying NT$14,025 at signing, milestone license fees will need to be paid upon completion of various development stages. As of December 31, 2025 and 2024, the aforementioned milestone license fees totaled USD 2,500 thousand (equivalent to NT$78,575 and NT$81,963, respectively), which have been estimated and recorded (listed under "Other non-current liabilities").
33
(5) In May 2025, based on external expert valuation reports, the Group acquired the research and development results (TSY-310) of Almac Discovery's bispecific Antibody-Drug Conjugate (ADC) for NT$159,233. According to the contract signed between both parties, in addition to paying NT$30,330 at the time of signing, the Company will need to pay milestone license fees upon completion of various development stages, and after the related drug is marketed, pay royalties based on a certain percentage of sales. As of December 31, 2025, the unpaid consideration was NT$133,578 (USD 4,250 thousand), of which NT$31,430 (USD 1,000 thousand) was listed under "Other current liabilities", and the remaining amount was listed under "Other non-current liabilities".
- Other Non-current Assets
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Prepaid rent | $ 46,233 | $ - |
| Prepayment for purchases of equipment | 348 | 5,914 |
| Refundable deposits | 1,308 | 1,140 |
| $ 47,889 | $ 7,054 |
- Other Payables
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Salaries and bonuses payable | $ 7,923 | $ 7,850 |
| Service fees payable | 78,646 | 113,758 |
| Withholding tax payable | 1,721 | 41,054 |
| Profit sharing payable | 7,858 | 16,393 |
| Equipment payable | 630 | 101 |
| Intangible assets payable | 31,670 | - |
| Others | 5,853 | 1,851 |
| $ 134,301 | $ 181,007 |
- Financial Liabilities at Amortized Cost
| Item | December 31, 2025 | December 31, 2024 |
|---|---|---|
| Non-current items: | ||
| New drug development profit sharing agreement | $ 62,860 | $ 65,570 |
On April 18, 2022, the Group signed a new drug development profit sharing agreement with EirGenix, Inc. (hereinafter referred to as "EirGenix") for TSY-110 (EG12043) (hereinafter referred to as "the Product"), replacing the original development and manufacturing cooperation agreement. During the development phase, raw materials for the Product will be provided by EirGenix at reasonable market prices. The Group is responsible for the research and development of the Product, as well as the implementation of production and manufacturing after the Product development is completed. Either party can commercialize the Product in the global market, and both parties will receive fifty percent of any revenue or benefits obtained from the development and commercialization of the Product. According to the aforementioned agreement, the Group will pay a consideration of USD 30,000 thousand for the licensing benefits, which will be received based on contract signing and development milestones. As of December 31 2025, the Group has received USD 2,000 thousand.
11. Pensions
(1) The Company has established a defined contribution pension plan in accordance with the "Labor Pension Act", which applies to local employees. For employees who choose to adopt the labor pension system stipulated in the "Labor Pension Act", the Group contributes 6% of their monthly salaries to their individual pension accounts at the Bureau of Labor Insurance. Upon retirement, employees can receive their pension payment either as monthly pension payments or as a lump sum based on their individual pension accounts and accumulated earnings.
(2) For 2025 and 2024, the Group recognized pension costs of NT$1,440 and NT$1,295 respectively under the aforementioned pension plan.
12. Other Current Liabilities and Other Non-current Liabilities
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Other current liabilities: | ||
| Others | $ 309 | $ 190 |
| Other non-current liabilities: | ||
| Intangible assets payable (Note) | $ 344,159 | $ 252,445 |
Note: For the purchase of technical know-how, please refer to Notes 6(7)3, 4, and 5. For partial purchase of technical know-how from related parties, please refer to Notes 6(7)3 and 4.
36
13. Share-based Payments
(1) For 2025 and 2024, the Group's share-based payment arrangements were as follows:
| Type of agreement | Grant date | Number of grants | Contract period | Vesting conditions |
|---|---|---|---|---|
| Employee Stock Options Plan | 2022.3.9 | 600 thousand shares | 5 years | 2~4 years |
| Cash capital increase reserved for employee subscription | 2024.6.20 | 1,680 thousand shares | Not applicable | Immediate vesting |
(2) The detailed information of the Employee Stock Options Plan is as follows:
| 2025 | 2024 | |||
|---|---|---|---|---|
| Number of stock options (shares) | Weighted average exercise price (NT$) | Number of stock options (shares) | Weighted average exercise price (NT$) | |
| Outstanding stock options at January 1 | 455,000 | $ 38.50 | 490,000 | $ 39.70 |
| Stock options forfeited during the period | ( 60,000) | 38.50 | - | - |
| Stock options exercised during the period | - | - | ( 35,000) | 38.50 |
| Outstanding stock options at December 31 | 395,000 | $ 38.50 | 455,000 | $ 38.50 |
| Exercisable stock options at December 31 | 287,500 | $ 38.50 | 210,000 | $ 38.50 |
(3) The expiry dates and exercise prices of the outstanding stock options at the balance sheet date are as follows:
| Approval Date | Expiry Date | December 31, 2025 | |
|---|---|---|---|
| Number of Shares | Exercise Price (NT$) | ||
| March 9, 2022 | March 8, 2027 | 395,000 | $ 38.50 |
| December 31, 2024 | |||
| Approval Date | Expiry Date | Number of Shares | Exercise Price (NT$) |
| March 9, 2022 | March 8, 2027 | 455,000 | $ 38.50 |
(4) The Group used the Black-Scholes option pricing model to estimate the fair value of stock options granted on March 9, 2022. The relevant information is as follows:
| Type of Agreement | Grant Date | Weighted Average Share Price (NT$) | Exercise Price (NT$) | Expected Volatility (Note) | Expected Duration | Expected Dividend | Risk-free Interest Rate | Fair Value per Unit (NT$) |
|---|---|---|---|---|---|---|---|---|
| Employee Stock Options Plan | 2022.3.9 | $39.5 (Note 1) | 38.5 | 49.67% (Note 2) | 3.5-4.5 years | 0% | 0.56% | 13.8687 ~15.0536 |
Note 1: Set based on the closing price of the underlying stock on the OTC Securities Exchange on the grant date.
Note 2: Estimated using samples of daily closing prices from comparable companies with similar expected duration periods.
(5) The Group uses the Black-Scholes option pricing model to estimate the fair value of stock options granted through cash capital increase with employee subscription rights. The relevant information is as follows:
| Type of Agreement | Grant Date | Stock Price | Exercise Price | Expected Volatility | Expected Duration | Expected Dividend | Risk-free Interest Rate | Fair Value per Unit (NT$) |
|---|---|---|---|---|---|---|---|---|
| Cash capital increase reserved for employee subscription | 2024.6.20 | 56.7 (Note 1) | $ 36 | 19.98% (Note 2) | 0.06 years | - | 1.22% | $ 20.7263 |
Note 1: Set based on the closing price of the underlying stock on the OTC Securities Exchange on the grant date.
Note 2: Estimated using samples of daily closing prices from the underlying company, looking back from the grant date for a period similar to the expected duration of the stock options.
(6) Expenses arising from share-based payment transactions are as follows:
| Equity-settled | 2025 | 2024 |
|---|---|---|
| $ 355 | $ 36,201 |
(7) Employee Stock Options Plan-111: According to the employee stock option regulations, the exercise price of employee stock option certificates was adjusted to NT$38.5 on August 9, 2024. The aforementioned adjustment to the exercise price did not have a significant impact on the fair value of the stock options.
38
14. Share Capital
(1) As of December 31, 2025, the Company's authorized capital was NT$2,000,000, divided into 200,000 thousand shares, with paid-in capital of NT$1,509,771 and a par value of NT$10 per share. All payments for the Company's issued shares have been received.
(2) The number of outstanding common shares (in thousands) at the beginning and end of the period for the Company is as follows:
| 2025 | 2024 | |
|---|---|---|
| January 1 | 150,977 | 134,142 |
| Stock options exercised during the period | - | 35 |
| Cash capital increase | - | 16,800 |
| December 31 | 150,977 | 150,977 |
(3) On June 20, 2024, the Company's Board of Directors resolved to issue 16,800 thousand new common shares through cash capital increase, with a par value of NT$10 per share, for public offering before initial listing on the Main Board. The capital increase base date was August 9, 2024, and the registration of changes has been completed.
15. Capital Surplus
According to the Company Act, capital surplus from share premium in excess of par value and donations received can only be used to offset losses. When the Company has no accumulated losses, it can be distributed as new shares or cash to shareholders in proportion to their original shareholdings. Additionally, according to the relevant provisions of the Securities and Exchange Act, when using the aforementioned capital surplus for capital increase, the annual total amount is limited to no more than 10% of the paid-in capital. The Company shall not use capital surplus to offset capital losses unless the legal reserve is insufficient to cover such losses.
16. Accumulated Earnings (Losses)
(1) According to the Company's Articles of Incorporation, if there are earnings in the annual closing, the Company shall first pay taxes, offset losses, and then set aside 10% as legal reserve. However, this requirement shall not apply when the legal reserve has reached the total paid-in capital of the Company. After setting aside or reversing special reserve in accordance with relevant laws and regulations, and adding the undistributed earnings from previous periods to the shareholders' accumulated distributable earnings, the Board of Directors shall prepare a profit distribution proposal and submit it to the shareholders' meeting for resolution on distribution or retention as deemed necessary for business operations.
(2) The Company's dividend policy is designed to align with current and future development plans, taking into consideration the investment environment, capital requirements, domestic and international competition, and shareholder interests. From the shareholders' accumulated distributable earnings, the Company may retain a portion or distribute dividends in the form of shares or cash or a combination of both. The cash dividends shall not be less than ten percent of the total shareholder dividends distributed, with the remainder being stock dividends.
17. Other Equity Items
| 2025 | ||||
|---|---|---|---|---|
| Unrealized gains and losses on financial assets measured at fair value through other comprehensive income | Exchange differences on translation of foreign operations | Total | ||
| January 1 | ($ 58,749) | ($ 28,845) | ($ 87,594) | |
| Valuation adjustments | ( 3,611) | - | ( 3,611) | |
| Revaluation transferred to retained earnings | 2 | - | 2 | |
| Foreign currency translation differences - Group | - | ( 4,538) | ( 4,538) | |
| December 31 | ($ 62,358) | ($ 33,383) | ($ 95,741) | |
| 2024 | ||||
| Unrealized gains and losses on financial assets measured at fair value through other comprehensive income | Exchange differences on translation of foreign operations | Total | ||
| January 1 | ($ 4,640) | ($ 25,267) | ($ 29,907) | |
| Valuation adjustments | ( 54,109) | - | ( 54,109) | |
| Foreign currency translation differences - Group | - | ( 3,578) | ( 3,578) | |
| December 31 | ($ 58,749) | ($ 28,845) | ($ 87,594) |
18. Operating Revenue
| 2025 | 2024 | |||
|---|---|---|---|---|
| Revenue from contracts with customers | $ | 9,495 | $ | 143,356 |
(1) Disaggregation of revenue from contracts with customers
The Group's revenue is derived from technology licensing and services that are transferred over time and at a point in time. Revenue can be disaggregated into the following major product lines and geographical regions:
| 2025 | Product Sales | Service Revenue | Technology Licensing | Subtotal |
|---|---|---|---|---|
| Revenue from external customer contracts recognized at a point in time | $ 911 | $ 3,820 | $ 4,764 | $ 9,495 |
| 2024 | Product Sales | Service Revenue | Technology Licensing | Subtotal |
| Revenue from external customer contracts recognized at a point in time | $ 7,821 | $ 7,534 | $ 128,001 | $ 143,356 |
(2) Contract liabilities
The Group recognizes contract liabilities related to revenue from customer contracts as follows:
| December 31, 2025 | December 31, 2024 | January 1, 2024 | |
|---|---|---|---|
| Contract liabilities | $ 38,053 | $ 27,986 | $ 72,996 |
The Group's contract liabilities at the beginning of 2025 and 2024 were transferred to revenue in the amounts of NT$7,624 and NT$71,334 respectively. The previous amounts already include the discount values of NT$984 and NT$0, respectively.
(3) The Group has signed new drug cooperation development and licensing agreements with Grand Pharmaceutical Group Limited (hereinafter referred to as Grand Pharma) for regions including Mainland China, Hong Kong, and Macau. The Group transfers expertise and provides relevant data to Grand Pharma, which is responsible for subsequent clinical development. After Grand Pharma successfully develops the new drug, it will obtain production and sales rights in Mainland China, Hong Kong, and Macau. According to the contract terms, the Group can receive signing fees, milestone payments, and royalties calculated as a specified percentage of future sales from Grand Pharma. From the signing date to December 31, 2025, the Group has accumulated recognized revenue of NT$59,023.
40
(4) The Group has signed a new drug licensing agreement with Eyenovia, Inc. (hereinafter referred to as EYEN) for the United States region. The Group transferred the drug license in the U.S. region to EYEN in March 2024, and EYEN obtained the commercialization rights for the U.S. region. According to the contract terms, the Group could receive signing fees, development milestone payments, and sales milestone payments from EYEN. Both parties mutually agreed to sign a license termination agreement on June 6, 2025. As per the agreement, all claims and commitments between both parties would be permanently discharged from the termination date, and EYEN would return the drug license for the U.S. region. From the contract signing date to the contract termination date, the Group has recognized accumulated revenue of NT$127,800.
(5) The Group has signed a new drug licensing agreement with Harrow, Inc. (hereinafter referred to as HROW) for the United States region. The Group will transfer the drug license in the U.S. region, and HROW will obtain the commercialization rights for the U.S. region. According to the contract terms, the Group can receive royalties and sales milestone payments from HROW. From the contract signing date to December 31, 2025, the Group has not recognized any revenue.
(6) The Group has signed new drug licensing agreements with various partners for regions including Canada, Mexico, Brazil, Chile and other Central and South American countries, Portugal, Switzerland and other European countries, Israel, Middle East and North Africa, South Africa, India, and Southeast Asia. The partners will obtain commercialization rights for regions including Canada, Mexico, Brazil, Chile and other Central and South American countries, Portugal, Switzerland and other European countries, Israel, Middle East and North Africa, South Africa, India, and Southeast Asia. According to the terms of various contracts, the Group can receive signing fees, development milestone payments, and sales milestone payments from partners. As of December 31, 2025, the Group has received the equivalent of NT$38,053 (listed under "Contract Liabilities"). From the signing dates of various contracts to December 31, 2025, the accumulated recognized revenue is NT$3,117.
- Interest Income
| 2025 | 2024 | |
|---|---|---|
| Interest income from bank deposits | $ 2,572 | $ 3,181 |
| Interest income from financial assets measured at amortized cost | 22,708 | 18,000 |
| Other interest income | 12 | - |
| $ 25,292 | $ 21,181 |
42
20. Other Income
| 2025 | 2024 | |
|---|---|---|
| Write-off of withholding tax payable benefit (Note) | $ 38,429 | $ - |
| Tax refund benefit | 10,638 | - |
| Others | 495 | 1,055 |
| $ 49,562 | $ 1,055 |
Note: This is related to the termination terms between the Company and EYEN, please refer to Note 6(18)4 for details.
21. Other Gains and Losses
| 2025 | 2024 | |
|---|---|---|
| Gain (loss) on currency exchange | $ 13,955 | ($ 18,623) |
| Loss on measurement of contingent consideration (Note) | - | ( 6,961) |
| Miscellaneous disbursements | ( 1,717) | ( 29) |
| Gain on lease modification | - | 1 |
| $ 12,238 | ($ 25,612) |
Note: This arose from the Company's acquisition of 100% equity interest in Activus Pharma Co., Ltd., with contingent consideration measured based on the progress of clinical trials, patents and new drug applications.
22. Financial Costs
| 2025 | 2024 | |
|---|---|---|
| Interest expenses | $ 485 | $ 569 |
23. Additional Information on Expenses by Nature
| 2025 | 2024 | |
|---|---|---|
| Employee benefits expenses | $ 39,749 | $ 72,130 |
| Depreciation expenses of right-of-use assets and property, plants, and equipment | $ 9,255 | $ 7,533 |
| Amortization of intangible assets | $ 40,306 | $ 34,746 |
- Employee Benefits Expenses
| 2025 | 2024 | |
|---|---|---|
| Salary expenses | $ 32,353 | $ 29,458 |
| Employee stock option compensation cost | 355 | 36,201 |
| Labor insurance and national health insurance expenses | 2,437 | 2,106 |
| Pension | 1,440 | 1,295 |
| Director's remuneration | 2,022 | 2,136 |
| Other personnel expenses | 1,142 | 934 |
| $ 39,749 | $ 72,130 |
(1) According to the Company's Articles of Incorporation, if the Company has profit for the year after offsetting accumulated deficits, at least 5% of the remaining profit shall be distributed as employees' compensation, and no more than 2% shall be distributed as directors' compensation.
(2) The Company had accumulated deficits for 2025 and 2024, therefore no employees' compensation and directors' remuneration were required to be estimated.
- Income Tax
(1) Income tax benefits (expenses)
| 2025 | 2024 | |
|---|---|---|
| Current tax: | ||
| Income tax generated from current income | $ 63 | $ 21,853 |
| Deferred tax: | ||
| Origination and reversal of temporary differences | ( 494) | ( 494) |
| Income tax benefits (expenses) | ($ 431) | $ 21,359 |
(2) Relationship between income tax (benefits) expenses and accounting profits
| 2025 | 2024 | |
|---|---|---|
| Income tax calculated at statutory tax rate based on net loss before tax | ($ 16,749) | ($ 35,359) |
| Expenses to be excluded as required by tax regulations | 7 | - |
| Temporary differences for which deferred tax assets are not recognized | 9,402 | 3,661 |
| Unrecognized deferred tax assets for tax losses | 6,909 | 31,919 |
| Withholding tax on royalty income collected abroad | - | 21,138 |
| Income tax benefits (expenses) | ($ 431) | $ 21,359 |
(3) The amounts of deferred income tax liabilities arising from temporary differences are as follows:
| 2025 | |||
|---|---|---|---|
| January 1 | Recognized in Profit or Loss | December 31 | |
| Temporary difference: -Deferred income tax liabilities | |||
| Technical know-how | $ 3,951 | ($ 494) | $ 3,457 |
| 2024 | |||
| January 1 | Recognized in Profit or Loss | December 31 | |
| Temporary difference: -Deferred income tax liabilities | |||
| Technical know-how | $ 4,445 | ($ 494) | $ 3,951 |
(4) The details of investment tax credits available to the Company and the related amounts not recognized as deferred tax assets are as follows:
| December 31, 2025 | ||||
|---|---|---|---|---|
| Deducted Item | Year Occurred | Remaining Unapplied Balance | Unrecognized deferred tax assets | Last Offset Year |
| Act for the Development of Biotech and Pharmaceutical Industry | 2011 | $ 2,834 | $ 2,834 | Note 1 |
| 2012 | 8,419 | 8,419 | " | |
| 2013 | 9,019 | 9,019 | " | |
| 2014 | 5,702 | 5,702 | " | |
| 2015 | 5,046 | 5,046 | " | |
| 2016 | 5,143 | 5,143 | " | |
| 2020 | 12,973 | 12,973 | Note 2 | |
| 2021 | 107,261 | 107,261 | " | |
| 2022 | 75,947 | 75,947 | " | |
| 2023 | 54,348 | 54,348 | " | |
| 2024 | 42,061 | 42,061 | " | |
| 2025 | 11,008 | 11,008 | Note 3 | |
| $ 339,761 | $ 339,761 | |||
| December 31, 2024 | ||||
| --- | --- | --- | --- | --- |
| Deducted Item | Year Occurred | Remaining Unapplied Balance | Unrecognized deferred tax assets | Last Offset Year |
| Act for the Development of Biotech and Pharmaceutical Industry | 2011 | $ 2,834 | $ 2,834 | Note 1 |
| 2012 | 8,419 | 8,419 | " | |
| 2013 | 9,019 | 9,019 | " | |
| 2014 | 5,702 | 5,702 | " | |
| 2015 | 5,046 | 5,046 | " | |
| 2016 | 5,143 | 5,143 | " | |
| 2020 | 12,973 | 12,973 | Note 2 | |
| 2021 | 107,261 | 107,261 | " | |
| 2022 | 75,947 | 75,947 | " | |
| 2023 | 54,348 | 54,348 | " | |
| 2024 | 42,061 | 42,061 | " | |
| $ 328,753 | $ 286,692 |
Note 1: The Company has been approved as a biotech and new drug company by the Ministry of Economic Affairs with the letter No. 10021417340 dated September 7, 2011. The Company and its shareholders are eligible to apply for the relevant incentive measures under the "Act for the Development of Biotech and Pharmaceutical Industry. The approval letter issued by the Ministry of Economic Affairs is valid for five years from the day following its issuance. The investment tax credit for research and development and talent training expenditures shall begin to be credited from the year in which there is taxable profit-seeking enterprise income tax. If the taxable profit-seeking enterprise income tax amount in the year the credit begins is insufficient for the full credit, the remaining amount may be credited against the taxable profit-seeking enterprise income tax in the subsequent four years.
Note 2: The Company has been approved as a biotech and pharmaceutical company by the Ministry of Economic Affairs with the letter No. 10920422850 dated August 4, 2020. The Company and its shareholders are eligible for the relevant incentive measures under the "Act for the Development of Biotech and Pharmaceutical Industry". The approval letter issued by the Ministry of Economic Affairs is valid for five years from the day following its issuance. The investment tax credit for research and development and personnel training expenditures shall begin to be credited from the year in which there is corporate income tax payable. If the corporate income tax payable in the initial credit year is insufficient for the full credit, the remaining amount may be credited against the corporate income tax payable in the subsequent five years.
Note 3: The Company has been approved by the Ministry of Economic Affairs as a biotech pharmaceutical company with the letter No. 11451025170 dated August 13, 2025. The Company and its shareholders are eligible to apply for the relevant incentive measures under the "Act for the Development of Biotech and Pharmaceutical Industry". The approval letter issued by the Ministry of Economic Affairs is valid for five years from the day following its issuance. The investment tax credit for research and development and personnel training expenditures shall begin to be credited from the year in which there is corporate income tax payable. If the corporate income tax payable in the initial credit year is insufficient for the full credit, the remaining amount may be credited against the corporate income tax payable in the subsequent five years.
46
(5) The details of unused tax losses of the Company that have not yet expired and the related amounts of unrecognized deferred income tax assets are as follows:
December 31, 2025
| Year Occurred | Declared Amount/Approved Amount | Amount of Increase | Unrecognized deferred tax asset amounts | Last Deduction Year |
|---|---|---|---|---|
| 2016 | Approved Amount | 33,933 | 33,933 | 2026 |
| 2017 | Approved Amount | 45,682 | 45,682 | 2027 |
| 2018 | Approved Amount | 116,382 | 116,382 | 2028 |
| 2019 | Approved Amount | 175,069 | 175,069 | 2029 |
| 2020 | Approved Amount | 226,698 | 226,698 | 2030 |
| 2021 | Approved Amount | 413,292 | 413,292 | 2031 |
| 2022 | Approved Amount | 373,916 | 373,916 | 2032 |
| 2023 | Declared Amount | 321,156 | 321,156 | 2033 |
| 2024 | Declared Amount | 159,596 | 159,596 | 2034 |
| 2025 | Declared Amount | 34,545 | 34,545 | 2035 |
| $ 1,900,269 | $ 1,900,269 |
December 31, 2024
| Year Occurred | Declared Amount/Approved Amount | Amount of Increase | Unrecognized deferred tax asset amounts | Last Deduction Year |
|---|---|---|---|---|
| 2015 | Approved Amount | 15,773 | $ 15,773 | 2025 |
| 2016 | Approved Amount | 33,933 | 33,933 | 2026 |
| 2017 | Approved Amount | 45,682 | 45,682 | 2027 |
| 2018 | Approved Amount | 116,382 | 116,382 | 2028 |
| 2019 | Approved Amount | 175,069 | 175,069 | 2029 |
| 2020 | Approved Amount | 226,698 | 226,698 | 2030 |
| 2021 | Approved Amount | 413,292 | 413,292 | 2031 |
| 2022 | Approved Amount | 373,916 | 373,916 | 2032 |
| 2023 | Declared Amount | 321,156 | 321,156 | 2033 |
| 2024 | Declared Amount | 159,596 | 159,596 | 2034 |
| $ 1,881,497 | $ 1,881,497 |
(6) Deductible temporary differences not recognized as deferred tax assets
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Temporary deductible difference | $ 217,665 | $ 170,659 |
(7) The Company's profit-seeking enterprise income tax returns have been assessed by the tax authority through 2022.
- Loss per Share
| 2025 | |||
|---|---|---|---|
| Amount After Tax | Weighted average number of common shares outstanding (in thousands) | Loss per share (NT$) | |
| Basic and diluted loss per share | |||
| Net loss for the period attributable to owners of the parent | ($ 83,565) | 150,977 | ($ 0.55) |
| 2024 | |||
| Amount After Tax | Weighted average number of common shares outstanding (in thousands) | Loss per share (NT$) | |
| Basic and diluted loss per share | |||
| Net loss for the period attributable to owners of the parent | ($ 201,014) | 140,816 | ($ 1.43) |
49
27. Supplementary Cash Flow Information
Investment activities with partial cash payments
| 2025 | 2024 | |
|---|---|---|
| Acquisition of subsidiaries | $ - | $ - |
| Add: Opening balance of contingent consideration payable (shown under other current/non-current liabilities) | - | 69,931 |
| Effect of exchange rate changes | - | 2,397 |
| Loss on fair value measurement of contingent consideration | - | 6,961 |
| Cash paid during the period | $ - | $ 79,289 |
| 2025 | 2024 | |
| Purchase of property, plants, and equipment | $ 10,189 | $ 1,002 |
| Add: Opening balance of payables for equipment | 101 | 453 |
| Less: Ending balance of payables for equipment | ( 630) | ( 101) |
| Cash paid during the period | $ 9,660 | $ 1,354 |
| 2025 | 2024 | |
| Purchase of intangible assets | $ 159,773 | $ 980 |
| Add: Opening balance of contingent consideration payable (shown under non-current liabilities) | 252,445 | 236,428 |
| Effect of exchange rate changes | ( 4,507) | 16,017 |
| Less: Ending balance of contingent consideration payable (shown under other payable/non-current liabilities) | ( 375,829) | ( 252,445) |
| Cash paid during the period | $ 31,882 | $ 980 |
- Changes in liabilities from financing activities
| 2025 | ||||
|---|---|---|---|---|
| New drug development profit sharing agreement | Lease Liabilities | Total Liabilities from Financing Activities | ||
| January 1 | $ 65,570 | $ 25,801 | $ 91,371 | |
| Changes in cash flow from financing activities | - | ( 6,126) | ( 6,126) | |
| Other non-cash changes | ( 2,710) | 7,310 | 4,600 | |
| December 31 | $ 62,860 | $ 26,985 | $ 89,845 | |
| 2024 | ||||
| --- | --- | --- | --- | --- |
| New drug development profit sharing agreement | Lease Liabilities | Total Liabilities from Financing Activities | ||
| January 1 | $ 61,410 | $ 29,788 | $ 91,198 | |
| Changes in cash flow from financing activities | - | ( 6,047) | ( 6,047) | |
| Other non-cash changes | 4,160 | 2,060 | 6,220 | |
| December 31 | $ 65,570 | $ 25,801 | $ 91,371 |
VII. Related Party Transactions
- Parent Company and Ultimate Controller
Since Formosa Laboratories, Inc. is the Company's largest single shareholder and directs the Company's key operational activities, it is the Company's ultimate parent company. Due to the Company's successive cash capital increases and introduction of new investors since 2018, as of December 31, 2025, Formosa Laboratories, Inc.'s shareholding in the Company is 40.66%.
- Names and Relationships of Related Parties
Names of Related Parties
Formosa Laboratories, Inc.
EirGenix, Inc.
Relationship with the Group
Parent company
Other related parties
51
3. Significant Transactions with Related Parties
(1) General and administrative expenses
| 2025 | 2024 | |
|---|---|---|
| Parent company | $ 571 | $ 686 |
These are services such as administrative resource management provided by the parent company, with payment terms negotiated between both parties and collections made according to agreed periods.
(2) Research and development expenses
| 2025 | 2024 | |
|---|---|---|
| Parent company | $ 8,445 | $ 27,825 |
| Other related parties | 475 | 4,616 |
| $ 8,920 | $ 32,441 |
These are experimental, production, and research methods commissioned to the parent company and other related parties. There are no similar transactions for reference. The terms are negotiated between both parties, and payment terms are not significantly different from general transactions.
(3) Purchases
| 2025 | 2024 | |
|---|---|---|
| Parent company | $ 3,365 | $ 3,057 |
Goods are purchased from the parent company on normal commercial terms and conditions.
(4) Prepayments
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Parent company | $ 11,079 | $ - |
| Other related parties | 25,347 | 623 |
| $ 36,426 | $ 623 |
These are prepaid service fees for commissioned experimental, production, and research methods.
(5) Accounts payable
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Parent company | $ 766 | $ - |
The accounts payable to related parties mainly arise from purchases and other transactions, with payment terms due on the 25th of the month following the transaction date.
(6) Other payables
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Parent company | $ 3,174 | $ 3,881 |
| Other related parties | - | 2,869 |
| $ 3,174 | $ 6,750 |
Other payables to related parties mainly arise from management services and research and development transactions, with payments due on the 25th of the month following the transaction date.
(7) Financial liabilities at amortized cost
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Other related parties | $ 62,860 | $ 65,570 |
These are project fees from the profit-sharing agreement for TSY-110 new drug development received from other related parties. For related details, please refer to Note 6(10).
(8) Other non-current liabilities
The unpaid amounts for technical know-how obtained by the Group from the parent company are recorded under other non-current liabilities. For details, please refer to Notes 6(7) and (12).
(9) Lease Transactions - Lessee
Lease Liabilities
A. Ending balance:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Parent company | $ 22,448 | $ 21,982 |
B. Interest expenses:
| 2025 | 2024 | |
|---|---|---|
| Parent company | $ 427 | $ 441 |
- Key management personnel compensation information
| 2025 | 2024 | |
|---|---|---|
| Short-term employee benefits | $ 17,972 | $ 14,778 |
| Post-employment benefits | 427 | 287 |
| Share-based payments | 326 | 13,301 |
| $ 18,725 | $ 28,366 |
VIII. Pledged Assets
None.
IX. Material Contingent Liabilities and Unrecognized Contractual Commitments
Please refer to Notes 6(7), (10), and (12) and Note 7(3) for details. As of December 31, 2025, the Group has signed experimental service contracts with future payment obligations amounting to NT$80,650.
X. Material Losses from Disasters
None.
XI. Material Subsequent Events
-
On January 12, 2026, the Company signed a new drug licensing agreement with Samil Pharmaceutical Co. for the South Korea region. According to the agreement, the Company will license the commercialization rights of the new drug in South Korea, and receive signing fees, sales milestone payments, and royalties.
-
On February 23, 2026, the Company signed a new drug licensing agreement with Arrotex Pharmaceuticals Pty Ltd. for the Australia and New Zealand regions. According to the agreement, the Company will license the commercialization rights of the new drug in Australia and New Zealand, and receive signing fees, royalties, and sales milestone payments.
53
54
XII. Others
1. Capital Management
The Group's capital management objectives are to ensure the Group's ability to continue as a going concern, maintain an optimal capital structure to reduce the cost of capital, and provide returns for shareholders. To maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt. Please refer to the balance sheets of each period for the relevant liability and capital ratios.
2. Financial Instruments
(1) Types of financial instruments
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Financial Assets | ||
| Financial assets measured at fair value through other comprehensive income | ||
| Designated equity instrument investments at fair value through other comprehensive income | $ 1,540 | $ 5,151 |
| Financial assets measured at amortized cost | ||
| Cash and cash equivalents | $ 241,785 | $ 425,785 |
| Financial assets measured at amortized cost | 1,200,000 | 1,220,000 |
| Other receivables | 7,392 | 37,426 |
| Refundable deposits (shown as "other non-current assets") | 1,308 | 1,140 |
| $ 1,450,485 | $ 1,684,351 | |
| Financial Liabilities | ||
| Financial liabilities at amortized cost | ||
| Accounts payable (including related parties) | $ 766 | $ - |
| Other payables (including related parties) | 137,475 | 187,757 |
| New drug development profit sharing agreement | 62,860 | 65,570 |
| Contingent consideration payable (shown as "other current/non-current liabilities") | 344,159 | 252,445 |
| $ 545,260 | $ 505,772 | |
| Lease liabilities | $ 26,985 | $ 25,801 |
(2) Risk management policies
The Group adopts a comprehensive risk management and control system to clearly identify, measure, and control all types of risks faced by the Group (including market risk, credit risk, liquidity risk, and cash flow risk), enabling the Group's management to effectively control and measure market risk, credit risk, liquidity risk, and cash flow risk.
(3) Nature and extent of significant financial risks
A. Market risk - Foreign exchange rate risk
Exchange Rate Risk
(a) The Group operates internationally and therefore is exposed to foreign exchange risk arising from transactions denominated in currencies different from the functional currencies of the Company and its subsidiaries, primarily with respect to the US dollar and Japanese yen. The relevant foreign exchange risks arise from future commercial transactions and recognized assets and liabilities.
(b) The Group's management has established policies requiring companies within the Group to manage foreign exchange risks relative to their functional currencies. Companies within the Group should hedge their overall foreign exchange risk through the Group's finance department. To manage foreign exchange risks arising from future commercial transactions and recognized assets and liabilities, each entity within the Company utilizes forward exchange contracts through the Company's finance department. Foreign exchange risk arises when future commercial transactions, recognized assets, or liabilities are denominated in a currency that is not the entity's functional currency.
(c) The Group's operations involve several non-functional currencies (the Company's functional currency is New Taiwan Dollar, and subsidiaries' functional currency is Japanese Yen), therefore it is affected by exchange rate fluctuations. The information on foreign currency assets and liabilities that are significantly affected by exchange rate fluctuations is as follows:
55
| December 31, 2025 | |||
|---|---|---|---|
| Foreign Currency | Exchange Rate | Carrying Amount TWD | |
| (Foreign currency:functional currency) | |||
| Financial Assets | |||
| Monetary Items | |||
| USD:JPY | 3,200 | 156.52 | 101,229 |
| Non-monetary Items | |||
| USD:NTD | 49 | 31.43 | 1,540 |
| JPY:NTD | 514,761 | 0.2008 | 103,364 |
| Financial Liabilities | |||
| Monetary Items | |||
| USD:NTD | 19,806 | 31.43 | 622,503 |
| December 31, 2024 | |||
| Foreign Currency | Exchange Rate | Carrying Amount TWD | |
| (Foreign currency:functional currency) | |||
| Financial Assets | |||
| Monetary Items | |||
| USD:NTD | $2,266 | 32.785 | $74,291 |
| USD:JPY | 3,200 | 156.19 | 106,253 |
| Non-monetary Items | |||
| USD:NTD | 157 | 32.785 | 5,151 |
| JPY:NTD | 518,904 | 0.2099 | 108,918 |
| Financial Liabilities | |||
| Monetary Items | |||
| USD:NTD | 16,791 | 32.785 | 550,493 |
| (d) Due to exchange rate fluctuations, the Group recognized foreign currency exchange gains (losses) on monetary items amounting to NT$13,955 and (NT$18,623) for 2025 and 2024, respectively. | |||
| (e) The Group’s foreign currency market risk analysis due to significant exchange rate fluctuations is as follows: |
| 2025 | |||
|---|---|---|---|
| Sensitivity Analysis | |||
| Degree of Variation | Effect on Profit or Loss | Effect on Other Comprehensive Income | |
| (Foreign currency:functional currency) | |||
| Financial Assets | |||
| Monetary Items | |||
| USD:JPY | 1% | 1,012 | - |
| Financial Liabilities | |||
| Monetary Items | |||
| USD:NTD | 1% | 6,225 | - |
| 2024 | |||
| Sensitivity Analysis | |||
| Degree of Variation | Effect on Profit or Loss | Effect on Other Comprehensive Income | |
| (Foreign currency:functional currency) | |||
| Financial Assets | |||
| Monetary Items | |||
| USD:NTD | 1% | $ 743 | $ - |
| USD:JPY | 1% | 1,063 | - |
| Financial Liabilities | |||
| Monetary Items | |||
| USD:NTD | 1% | 5,505 | - |
Price Risk
(a) The Group's equity instruments exposed to price risk are those held and classified as financial assets measured at fair value through other comprehensive income. To manage the price risk of investments in equity instruments, the Group diversifies its investment portfolio according to the limits set by the Group.
(b) The Group primarily invests in equity instruments issued by foreign companies, and the prices of these equity instruments are affected by uncertainties in the future value of the investment targets. If the prices of these equity instruments increase or decrease by 1%, with all other factors remaining constant, the after-tax net income for 2025 and 2024 would increase or decrease by NT$15 and NT$52 respectively, due to gains or losses from equity investments classified as fair value through other comprehensive income.
Cash flow and fair value interest rate risk
The Group has no borrowings, therefore there is no risk from interest rate fluctuations.
B. Credit risk
(a) The Group's main credit risk comes from deposits placed with banks and financial institutions. Bank deposits are all placed with financial institutions that have good credit ratings.
(b) The Group's credit risk is the risk of financial loss to the Group resulting from customers or counterparties to financial instruments failing to meet their contractual obligations, mainly arising from counterparties' inability to settle accounts receivable according to payment terms and contractual cash flows of debt investments measured at amortized cost.
(c) The Group establishes credit risk management from a group perspective. According to the internally specified credit policy, each operating entity within the Group must conduct management and credit risk analysis on each new customer before establishing payment and delivery terms and conditions. Internal risk control evaluates customers' credit quality by considering their financial status, past experience and other factors. Individual risk limits are set by the Board of Directors based on internal or external ratings, and credit limit usage is regularly monitored.
(d) The Group adopts IFRS 9's presumption that default has occurred when contractual payments are more than 90 days past due according to the agreed payment terms.
(e) The Group adopts the following presumptions provided by IFRS 9 as the basis for determining whether there has been a significant increase in credit risk of financial instruments since initial recognition:
When contractual payments are more than 30 days past due according to the agreed payment terms, it is considered that the credit risk of financial assets has increased significantly since initial recognition.
(f) The Group categorizes accounts receivable based on customer rating characteristics and adopts a simplified approach using a provision matrix rolling rate method and loss rate method as the basis for estimating expected credit losses.
(g) After the collection procedures, the Group writes off the amount of financial assets that cannot be reasonably expected to be recovered. However, the Group will continue to pursue legal proceedings to preserve its creditor rights.
58
(h) The Group incorporates forward-looking considerations to adjust the loss rates for not past due aging established based on historical and current information over specific periods to estimate the allowance for impairment loss on accounts receivable. The Group categorizes customers into prime and non-prime customers and conducts individual assessments for customers with credit risk or in default. The relevant information is as follows:
i. For prime customers, allowance for impairment loss is individually assessed using the expected loss rate method at 0%. The total carrying amounts of accounts receivable as of December 31, 2025 and 2024 were NT$0 in both cases.
ii. For non-prime customers who have credit risk or who have defaulted, allowance for impairment loss is individually assessed at 100% of expected credit losses. The allowance for impairment loss as of December 31, 2025 and 2024 were NT$0 and NT$7,821, respectively.
C. Liquidity risk
(a) Cash flow forecasts are performed by operating entities within the Group and aggregated by the Group's finance department. The Group's finance department monitors the forecast of liquidity requirements to ensure sufficient funds are available to meet operational needs.
(b) The following table groups the Group's non-derivative financial liabilities by their relevant maturity dates. The non-derivative financial liabilities are analyzed based on the remaining period from the balance sheet date to the contractual maturity date. The contractual cash flows disclosed in the table below are undiscounted amounts:
| Non-derivative Financial Liabilities | December 31, 2025 | |||
|---|---|---|---|---|
| December 31, 2025 | Within 1 year | Between 1 and 2 years | Between 2 and 5 years | Over 5 years |
| New drug development profit sharing agreement | $ - | $ - | $ 62,860 | $ - |
| Accounts payable (including related parties) | 766 | - | - | - |
| Other payables (including related parties) | 137,475 | - | - | - |
| Other non-current liabilities (including portion due within one year) | - | 62,860 | 133,578 | 147,721 |
| Lease liabilities | 6,570 | 5,782 | 9,563 | 6,652 |
60
Non-derivative Financial Liabilities December 31, 2024
| December 31, 2024 | Within 1 year | Between 1 and 2 years | Between 2 and 5 years | Over 5 years |
|---|---|---|---|---|
| New drug development profit sharing agreement | $ - | $ - | $ 65,570 | $ - |
| Other payables (including related parties) | 187,757 | - | - | - |
| Other non-current liabilities (including portion due within one year) | - | 16,393 | 81,962 | 154,090 |
| Lease Liabilities | 5,927 | 3,556 | 8,636 | 9,502 |
- Fair value information
(1) The definitions of valuation techniques by level used to measure the fair value of financial and non-financial instruments are as follows:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. An active market refers to a market where transactions for assets or liabilities take place with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2: Observable inputs for the asset or liability, either directly or indirectly, other than quoted prices included in Level 1.
Level 3: Unobservable inputs for the asset or liability.
(2) The carrying amounts of the Group's financial instruments not measured at fair value, including cash and cash equivalents, accounts receivable, other payables (including related parties), and financial liabilities measured at amortized cost, are reasonable approximations of fair value.
(3) For financial and non-financial instruments measured at fair value, the Group classifies them based on the nature, characteristics and risks of assets and liabilities, as well as the fair value hierarchy. The relevant information is as follows:
The Group classifies assets and liabilities based on their nature. The relevant information is as follows:
61
| December 31, 2025 | Level 1 | Level 2 | Level 3 | Subtotal |
|---|---|---|---|---|
| Assets | ||||
| Recurring Fair Value Measurements | ||||
| Financial assets measured at fair value through other comprehensive income | ||||
| Equity securities (Note) | $ 1,540 | $ - | $ - | $ 1,540 |
| December 31, 2024 | Level 1 | Level 2 | Level 3 | Subtotal |
| Assets | ||||
| Recurring Fair Value Measurements | ||||
| Financial assets measured at fair value through other comprehensive income | ||||
| Equity securities (Note) | $ 2,335 | $ 2,816 | $ - | $ 5,151 |
Note: The fair value of financial instruments is obtained through valuation techniques. The fair value obtained through valuation techniques can reference the current fair value of other financial instruments with substantially similar terms and characteristics and the discounted cash flow method.
(4) As of December 31, 2025, the listed stocks invested by the Group were transferred from Level 2 to Level 1 as their lock-up period restrictions had expired.
(5) The following table shows the movements of Level 3 for 2025 and 2024:
| 2025 | 2024 | |||
|---|---|---|---|---|
| Payables for acquisition of companies | Payables for acquisition of companies | |||
| January 1 | $ | - | $ | 69,931 |
| Recognized in profit or loss for the current period | - | 6,961 | ||
| Current period payments | - | ( | 79,289) | |
| Valuation adjustments | - | 2,397 | ||
| December 31 | $ | - | $ | - |
XIII. Notes and Disclosures to the Financial Statements
The following transactions with subsidiaries have been eliminated when preparing the consolidated financial statements.
- Information on Significant Transactions
(1) Loans to others: Please refer to Table 1. (2) Endorsements and guarantees for others: None. (3) Securities held at the end of the period (excluding investments in subsidiaries, associates, and joint ventures): None. (4) Purchases from or sales to related parties amounting to NT$100 million or 20% of paid-in capital or more: None. (5) Receivables from related parties amounting to NT$100 million or 20% of paid-in capital or more: Please refer to Table 2. (6) For business relationships and significant transactions between parent and subsidiaries, please refer to Table 3.
- Information on Investee Companies
Information on investee companies, including name, location, etc. (excluding investments in mainland China): Please refer to Table 4.
- Information on Investments in Mainland China
(1) Basic information: None. (2) Significant transactions with investee companies in mainland China, either directly or indirectly through a third region: None.
XIV. Department Information
- General Information
The Group operates in a single industry, and the Group's Board of Directors evaluates performance and allocates resources on a group-wide basis. Therefore, the Group has been identified as a single reportable department.
- Measurement of Department Information
The Group measures the performance of operating departments based on profit or loss after tax from continuing operations, and the accounting policies of operating departments are all consistent with the significant accounting policies described in Note 4.
- Department Information
As the Group is a single reportable department, the reportable information is the same as the financial statements.
62
- Reconciliation information of department profit or loss
The profit or loss after tax from continuing operations presented by the Group to the chief operating decision maker is measured consistently with the revenue, expenses, and other items in the income statement. The Group does not provide the chief operating decision maker with total assets and total liabilities for operating decisions. As there is no difference between the reports provided to the operating decision maker for department operating decisions and the department income statement, no reconciliation is required.
- Information by Product and Service
Please refer to Note 6(18).
- Regional Information
The Group's regional information for 2025 and 2024 is as follows:
| 2025 | 2024 | |||
|---|---|---|---|---|
| Income | Non-Current Assets | Income | Non-Current Assets | |
| Taiwan | $ - | $ 506,224 | $ 370 | $ 378,191 |
| Asia | 4,731 | 46,233 | 7,164 | - |
| Americas | 4,764 | - | 135,822 | - |
| $ 9,495 | $ 552,457 | $ 143,356 | $ 378,191 |
- Important Customer Information
The information on revenues from a single customer accounting for 10% or more of the operating revenues in the consolidated statements of comprehensive income for the Group in 2025 and 2024 is as follows:
| 2025 | 2024 | |
|---|---|---|
| Income | Income | |
| Company A | $ - | $ 135,621 |
| Company B | 3,226 | 7,164 |
| Company C | 4,764 | - |
| Company D | 911 | - |
| $ 8,901 | $ 142,785 |