Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

MBI AGM Information 2026

May 11, 2026

51920_rns_2026-05-11_9229439b-a7cc-465f-9386-a844308d5eb3.pdf

AGM Information

Open in viewer

Opens in your device viewer

MBI
Stock Code: 1783

MAXIGEN BIOTECH INC.

2026 Annual Shareholders' Meeting

Meeting Handbook

Time: June 11, 2026, at 9:00 AM

Location: No. 88, Technology 1st Road, Guishan District, Taoyuan City (3rd Floor Conference Room of the Company)


Table of Contents

Page Number

I. Meeting Procedures... 1
II. Meeting Agenda... 2
1. Reporting Items ... 3
2. Approval Items ... 4
3. Any Other Business ... 6
III. Attachments
1. 2025 Business Report ... 7
2. Audit Committee Review Report for the Year 2025 ... 9
3. Auditor's Examination Report and Financial Statements for the Year 2025 ... 10
4. Individual Director Compensation Report ... 33
IV. Appendix
1. Articles of Incorporation ... 34
2. Rules of Procedure for Shareholders' Meetings ... 42
3. Shareholding Status of All Directors ... 50


  • 1 -

Maxigen Biotech Inc.

2026 Annual Shareholders' Meeting Procedures

Meeting Time: June 11, 2026 (Thursday) at 9:00 AM

Meeting Location: Conference Room on the Third Floor of the Company
(No. 88, Technology 1st Road, Guishan District, Taoyuan City)

Method of Convening: In-Person Shareholders' Meeting

I. Report on Attending Shares
II. Announcement of Meeting Commencement
III. Chairman's Address
IV. Reporting Items
V. Approval Items
IV. Any Other Business
VII. Adjournment


  • 2 -

Maxigen Biotech Inc.

2026 Annual Shareholders' Meeting Agenda

I. Chairman's Address
II. Report Items
(1) Business Report for the Year 2025
(2) Audit Committee Review Report for the Year 2025
(3) Report on Employee Compensation and Director Compensation Distribution for the Year 2025
(4) Individual Director Compensation Report for the Year 2025
III. Approval Items
(1) Business Report and Financial Statements for the Year 2025
(2) Earnings Distribution Proposal for the Year 2025
IV. Any Other Business
V. Adjournment


Report Items

Item 1: Business Report for the Year 2025

Explanation: (1) Please refer to the Meeting Handbook Pages 7 to 8 [Attachment One] for the Business Report.

(2) For the Financial Statements, please refer to the Meeting Handbook, Pages 10 to 32 [Attachment Three].

Item 2: 2025 Audit Committee Review Report

Explanation: For the Audit Committee Review Report, please refer to the Meeting Handbook Page 9 [Attachment Two].

Item 3: Report on the Distribution of Employee Compensation and Director Compensation for the Year 2025

Explanation: (1) In accordance with Article 19 of the Articles of Incorporation, if the company has profits for the year, it shall allocate no less than 5% for Employee Compensation (At least 20% of this employee remuneration amount should be allocated as compensation for frontline employees) and no more than 5% for Director Compensation.

(2) As resolved by the Board of Directors on March 11, 2026, the amount allocated for Employee Compensation for the year 2025 is NT$27,000,000 (Among them, the remuneration allocated to grassroots employees is NT$5,400,000), and the amount for Director Compensation is NT$5,100,000, both to be disbursed in cash.

Item 4: Report on Individual Director Compensation for the year 2025

Explanation: For the report on Individual Director Compensation, please refer to Page 33 of the Meeting Handbook [Attachment Four].

  • 3 -

Approval Items

(Proposed by the Board of Directors.)

Item 1: Proposal for the approval of the Business Report and Financial Statements for the year 2025.

Explanation:
(1) The Company's individual financial report and consolidated financial report for the fiscal year 2025, along with the Business Report, have been finalized. The individual financial report and consolidated financial statements have been audited by Ping-Chun Chih, Certified Public Accountant, and Tsung-Hsi Lai, Certified Public Accountant, and approved by the Audit Committee and the Board of Directors on March 11, 2026.
(2) For the Business Report for the fiscal year 2025, the auditor's report, the individual financial report, and the consolidated financial report, please refer to the Meeting Handbook Pages 7 to 8 [Attachment One] and Pages 10 to 32 [Attachment Three].
(3) It is respectfully proposed for approval.

Resolution:


(Proposed by the Board of Directors.)

Proposal 2: The Earnings Distribution Proposal for the fiscal year 2025 is submitted for approval.

Explanation: (1) This earnings distribution proposal is based on the total number of shares currently issued, which is 89,680,115 shares, allocating a Cash Dividend of NT$2 per share, totaling NT$179,360,230.

(2) The earnings distribution table for the fiscal year 2025 is as follows:

img-0.jpeg

Unit: New Taiwan Dollars

Beginning Unallocated Earnings $ 232,862
Recognition of remeasurement of defined benefit plans in retained earnings 459,542
Employee stock options recognized in retained earnings (960,142)
Net profit after tax for the fiscal year 2025 265,311,492
The amount of net profit after tax for the current period, plus items other than net profit after tax, included in the undistributed earnings for the year 264,810,892
Allocate 10% to the statutory surplus reserve (26,481,089)
Allocate special surplus reserve in accordance with legal requirements (32,390,657)
Distributable earnings at the end of the period 206,172,008
Earnings distribution items
Cash Dividend (89,680,115 shares, NT$2 per share) (179,360,230)
Undistributed balance at the end of the period $ 26,811,778

Chairman: Yung-Hsiang Lin

Manager: Ching-Ting Chen

Accounting Manager: Ruei-Yi Wu

img-1.jpeg

img-2.jpeg

img-3.jpeg

(3) The Earnings Distribution Proposal for this period shall be authorized by the Chairman to determine the ex-dividend date, payment date, and other related matters following approval by the Annual Shareholders' Meeting.

(4) Should the distribution of dividends be affected by changes in the Company's capital stock, resulting in a change in the number of shares outstanding, it is proposed to authorize the Chairman to manage the per-share dividend rate at his discretion.

(5) The calculation of this Cash Dividend shall be rounded down to the nearest whole unit, with any amounts below one unit being unconditionally discarded. The total of any fractional amounts less than one unit shall be adjusted in descending order of decimal places and in the order of account numbers to ensure compliance with the total amount of Cash Dividend distribution.

(6) Respectfully submitted for approval.

Resolution:


  • 6 -
    Any Other Business

Adjournment


[Attachment 1]

Maxigen Biotech Inc. Business Report

Dear Shareholders,

Maxigen Biotech Inc. is collagen and hyaluronic acid (also known as hyaluronic acid) two types of biopolymer materials used in biomedical materials and health care products, and in recent years, it has invested in advanced synthetic biology, stem cells and exosomes research. After years of hard work, Hekang has successfully developed 24 high-end implantable medical devices for orthopedics, dentistry, ophthalmology, medical aesthetics, surgery, otolaryngology and other fields, and has obtained a total of 126 product licenses including Taiwan, the European Union, the United States, Australia, Indonesia, Malaysia, the Philippines, the Middle East, Brazil, Mexico and China.

As of the end of October 2025, Taiwan's population over the age of 65 is approximately 4.638 million, accounting for 19.9%, approaching the 20% threshold of a "super-aged society", indicating that the aging population continues to accelerate (household registration statistics released by the Ministry of the Interior). On the global level, according to the latest revision of the United Nations' "World Population Prospects", the proportion of people over 65 years old is about 10%, and it will rise to about 16% by 2050. For Maxigen Biotech Inc., this represents a steady expansion in long-term demand for regenerative medicine solutions such as bone and joints, surgical wounds, ophthalmology, and oral cavity, and there is a need to deploy brands, clinical evidence, and nearshoring supply to respond to the continuous care needs of an aging society.

Maxigen Biotech Inc. adheres to the vision of "joining and improving human life with regenerative science for all generations", with collagen and hyaluronic acid as the core, combining stem cell technology, exosomes and synthetic biology to move from "repair" to "regeneration". We provide safe, verifiable, and high-performance solutions in the fields of bone and joint, dentistry, ophthalmology, dermatology, aesthetics, and surgical wounds, and are committed to helping everyone maintain good health and quality of life at different stages of life.

In 2025, it will officially enter the southern hemisphere and Africa, with sales countries reaching 39 countries; ENT products were given lectures and product sharing at the Taiwan Medical Association, and successfully entered the medical center and officially began to be sold. In addition to continuing to hold workshops with overseas, we also held a dealer conference for the first time to explore the possibility of new products with partners. We actively promote carbon reduction plans and publish our first sustainability report, demonstrating our commitment to environmental sustainability. It emphasizes reducing excessive packaging, cleaning beaches to enhance employees' environmental awareness, installing smart meters, diversifying employee education and training and value-added, and organizing activities at home and abroad, so that employees can enjoy life after work.

In 2026, Maxigen Biotech Inc. will continue to move towards becoming the world's No. 1 biotechnology company with the vision of "joining and improving human life with regenerative science for all generations". We will continuously improve product quality and market competitiveness through global certification layout, innovative product development, intelligent production upgrades, and commitment to sustainable development. At the same time, we uphold our

  • 7 -

responsibility to our employees, customers, and shareholders, improve human health with excellent technology and services, and are committed to becoming the most trusted partner in the global health industry to create a better future together.

2025 Financial Performance

(1) Operational Results

Unit: New Taiwan Dollar Thousands

Maxigen Biotech Inc.
Consolidated Income Statement
Item 2025 2024 Difference Compared to Previous Period Difference Percentage
Operating Revenue 811,564 680,651 130,913 19.23%
Operating Costs (247,842) (197,326) 50,516 25.60%
Gross Operating Profit 563,722 483,325 80,397 16.63%
Operating Expenses (302,680) (303,419) (739) (0.24%)
Net Operating Profit 261,042 179,906 81,136 45.10%
Non-Operating Income (Expenses) 43,846 45,639 (1,793) (3.93%)
Net Profit Before Tax 304,888 225,545 79,343 35.18%
Income Tax Expense (39,576) (35,378) 4,198 11.87%
Net Profit After Tax 265,312 190,167 75,145 39.51%

(2) Financial Profitability Analysis

  1. The company's net operating revenue for the year 2025 is NT$811,564 thousand, reflecting an increase of NT$130,913 thousand compared to NT$680,651 thousand in 2024, which represents a growth of 19.23%.
  2. In 2025, operating expenses were 302,680 thousand NTD, a decrease of 739 thousand NTD compared to 303,419 thousand NTD in 2024. While revenue increased, a lean policy in expense management was still maintained, and R&D expenditure was kept at 16%.
  3. The gross operating profit for 2025 was 563,722 thousand NTD, an increase of 80,397 thousand NTD compared to 483,325 thousand NTD in 2024, representing a growth of 16.63%. The net profit after tax for 2025 was 265,312 thousand NTD, an increase of 75,145 thousand NTD compared to 190,167 thousand NTD in 2024, representing a growth of 39.51%.

Chairman: Yung-Hsiang Lin

Manager: Ching-Ting Chen

Accounting Manager: Ruei-Yi Wu


[Attachment 2]

Audit Committee Review Report

Hereby Approved.

The Audit Committee hereby presents the Company's 2025 financial statements, which have been audited by Certified Public Accountants Ping-Chun Chih and Tsung-Hsi Lai of PwC. Together with the business report, earnings distribution proposal, and related documents, the Audit Committee has completed its review and found no discrepancies. In accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, this report is hereby submitted for verification.

Sincerely,

Maxigen Biotech Inc. 2026 Annual Shareholders' Meeting

Chairperson of the Audit Committee: Sung-Yuan Liao

img-4.jpeg

April 28, 2026


[Attachment 3]

INDEPENDENT AUDITORS' REPORT TRANSLATED FROM CHINESE

To the Board of Directors and Shareholders of TCI CO., LTD.

Opinion

We have audited the accompanying parent company only balance sheets of Maxigen Biotech Inc., Ltd. (the "Group") as at December 31, 2025 and 2024, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of material accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission.

Basis for opinion

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

  • 10 -

  • 11 -

Key audit matters

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

Key audit matters for the Group’s 2025 consolidated financial statements are stated as follows:

Existence and occurrence of top ten customers

Description

The Group is primarily engaged in the production and sale of biomedical materials and care products. Other than Taiwan, the Group’s customers are spread in America, Europe, Mainland China and South East Asia, and since the transaction terms for each customer were not the same, the audit procedures require more manpower. Additionally, the revenue from the Group’s top 10 customers represented a significant proportion of the operating revenue in the consolidated financial statements. Thus, we considered the existence and occurrence of top 10 sales customers as a key audit matter.

Please refer to Note 4(25) for accounting policies on revenue recognition and Note 6(16) for details of sales revenue.

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

A. Understood and tested the internal control of sales revenue recognition of top 10 customers, and tested the effectiveness of internal control in relation to the sales revenue.

B. Sampled and verified the sales orders and delivery documents of top 10 customers, and confirmed that the sales revenue transaction actually occurred.


C. Sampled and verified the sales returns and discounts of top 10 customers, and confirmed the existence of sales revenue recognition.

Other matter – Parent company only financial statements

We have audited and expressed an unmodified opinion on the parent company only financial statements of the Group as at and for the years ended December 31, 2025 and 2024.

Responsibilities of management and those charged with governance for the consolidated financial statements

Management is responsible for the preparation and fair presentation of 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, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed 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 responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including the audit committee, are responsible for overseeing the Group's financial reporting process.

  • 12 -

Auditors’ responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

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

  1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists,

  5. 13 -


we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.

  1. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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

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

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

  • 14 -

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Chih, Ping-Chiun
Lai, Chung-Hsi
For and on behalf of PricewaterhouseCoopers, Taiwan
March 11, 2026

The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and independent auditors' report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

  • 15 -

MAXIGEN BIOTECH INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)

Assets Notes December 31, 2025 December 31, 2024
AMOUNT % AMOUNT %
Current assets
1100 Cash and cash equivalents 6(1) $ 576,191 30 $ 639,054 40
1136 Current financial assets at amortised 6(3) and 8
cost 301,500 16 1,500 -
1150 Notes receivable, net 6(4) 5,078 - 15,138 1
1170 Accounts receivable, net 6(4) 126,426 7 87,635 5
1180 Accounts receivable - related parties 7 681 - 1,132 -
1200 Other receivables - - - -
130X Inventories 6(5) 99,190 5 75,734 5
1410 Prepayments 6(6) 11,967 1 9,848 1
1470 Other current assets 431 - 293 -
11XX Total current assets 1,121,464 59 830,334 52
Non-current assets
1517 Non-current financial assets at fair 6(2)
value through other comprehensive
income 279,675 15 311,312 20
1600 Property, plant and equipment 6(7) 442,834 23 430,363 27
1780 Intangible assets 6(8) 730 - 129 -
1840 Deferred income tax assets 6(24) 1,134 - 2,546 -
1900 Other non-current assets 6(6)(11) 47,305 3 7,805 1
15XX Total non-current assets 771,678 41 752,155 48
1XXX Total assets $ 1,893,142 100 $ 1,582,489 100

(Continued)


MAXIGEN BIOTECH INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity Notes December 31, 2025 December 31, 2024
AMOUNT % AMOUNT %
Current liabilities
2100 Short-term borrowings 6(10) $ 100,000 5 $ - -
2130 Current contract liabilities 6(17) 15,102 1 22,931 1
2150 Notes payable 1,400 - - -
2170 Accounts payable 41,123 2 32,907 2
2180 Accounts payable - related parties 7 45,696 3 17,077 1
2200 Other payables 6(9) 115,051 6 96,171 6
2220 Other payables - related parties 7 11 - 2,169 -
2230 Current income tax liabilities 6(24) 29,610 2 25,519 2
2399 Other current liabilities, others 1,116 - 9,095 1
21XX Total current liabilities 349,109 19 205,869 13
Non-current liabilities
2570 Deferred income tax liabilities 6(24) 1,175 - 932 -
2600 Other non-current liabilities 5,259 - 561 -
25XX Total non-current liabilities 6,434 - 1,493 -
2XXX Total liabilities 355,543 19 207,362 13
Equity attributable to owners of parent
Share capital 6(13)
3110 Share capital - common stock 896,801 48 891,631 56
3140 Advance receipts for share capital 80 - 5,130 -
Capital surplus 6(14)
3200 Capital surplus 331,294 17 326,932 21
Retained earnings 6(15)
3310 Legal reserve 76,770 4 57,908 4
3320 Special reserve 192,686 10 69,748 4
3350 Unappropriated retained earnings 265,044 14 216,464 14
Other equity interest 6(16)
3400 Other equity interest ( 225,076) ( 12) ( 192,686) ( 12)
31XX Equity attributable to owners of the parent 1,537,599 81 1,375,127 87
3XXX Total equity 1,537,599 81 1,375,127 87
3X2X Total liabilities and equity $ 1,893,142 100 $ 1,582,489 100

The accompanying notes are an integral part of these consolidated financial statements.


MAXIGEN BIOTECH INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

YEARS ENDED DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars, except for earnings per share amount)

Items Notes Year ended December 31
2025 2024
AMOUNT % AMOUNT %
4000 Sales revenue 6(17) and 7 $ 811,564 100 $ 680,651 100
5000 Operating costs 6(5)(12)(22)(23) and 7 ( 247,842) ( 31) ( 197,326) ( 29)
5900 Net operating margin 563,722 69 483,325 71
Operating expenses 6(12)(22)(23)
6100 Selling expenses ( 90,377) ( 11) ( 94,796) ( 14)
6200 General and administrative expenses ( 93,511) ( 11) ( 82,179) ( 12)
6300 Research and development expenses ( 126,113) ( 16) ( 111,972) ( 17)
6450 Expected credit impairment gain (loss) 12(2)
7,321 1 ( 14,472) ( 2)
6000 Total operating expenses ( 302,680) ( 37) ( 303,419) ( 45)
6900 Operating profit 261,042 32 179,906 26
Non-operating income and expenses
7100 Interest income 6(18) 9,974 1 9,713 1
7010 Other income 6(19) 30,089 4 18,767 3
7020 Other gains and losses 6(20) 3,826 1 17,159 3
7050 Finance costs 6(21) ( 43) - - -
7000 Total non-operating income and expenses 43,846 6 45,639 7
7900 Profit before income tax 304,888 38 225,545 33
7950 Income tax expense 6(24) ( 39,576) ( 5) ( 35,378) ( 5)
8200 Profit for the year $ 265,312 33 $ 190,167 28
Other comprehensive income (loss)
Components of other comprehensive income that will not be reclassified to profit or loss
8311 Gains on remeasurements of defined benefit plans 6(11) $ 459 - $ 378 -
8316 Unrealised losses from investments in equity instruments measured at fair value through other comprehensive income 6(2)(16) ( 31,637) ( 4) ( 121,488) ( 18)
Other comprehensive income (loss) that will be reclassified to profit or loss
8361 Financial statements translation differences of foreign operations 6(16) ( 753) - ( 1,450) -
8300 Total other comprehensive loss for the year ( $ 31,931) ( 4) ( $ 122,560) ( 18)
8500 Total comprehensive income for the year $ 233,381 29 $ 67,607 10
Profit attributable to:
8610 Owners of the parent $ 265,312 33 $ 190,167 28
8710 Comprehensive income attributable to:
Owners of the parent $ 233,381 29 $ 67,607 10
Earnings per share (In dollars) 6(25)
9750 Basic earnings per share $ 2.96 $ 2.13
9850 Diluted earnings per share $ 2.94 $ 2.12

The accompanying notes are an integral part of these consolidated financial statements.


MAXIGEN BIOTECH INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

YEARS ENDED DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars)

Equity attributable to owners of the parent

Notes Share capital Capital surplus, additional paid-in capital Retained earnings Other equity interest Total equity
Common stock Advance receipts for share capital Legal reserve Special reserve Unappropriated retained earnings Financial statements translation differences of foreign operations Unrealised gains (losses) from financial assets measured at fair value through other comprehensive income
For the year ended December 31, 2024
Balance at January 1, 2024 $ 889,341 $ 957 $ 296,096 $ 41,973 $ 3,037 $ 199,447 ($ 2,464 ) ($ 67,284 ) $ 1,361,103
Profit for the year - - - - - 190,167 - - 190,167
Other comprehensive income (loss) for the year 6(2)(16) - - - - - 378 ( 1,450 ) ( 121,488 ) ( 122,560 )
Total comprehensive income (loss) - - - - - 190,545 ( 1,450 ) ( 121,488 ) 67,607
Appropriations of 2023 earnings
Legal reserve - - - 15,935 - ( 15,935 ) - - -
Special reserve - - - - 66,711 ( 66,711 ) - - -
Cash dividends 6(15) - - - - - ( 88,957 ) - - ( 88,957 )
Share-based payments 6(12) - - 8,613 - - ( 1,925 ) - - 6,688
Exercise of employee stock purchase plans 2,290 4,173 22,223 - - - - - 28,686
Balance at December 31, 2024 $ 891,631 $ 5,130 $ 326,932 $ 57,908 $ 69,748 $ 216,464 ($ 3,914 ) ($ 188,772 ) $ 1,375,127
For the year ended December 31, 2025
Balance at January 1, 2025 $ 891,631 $ 5,130 $ 326,932 $ 57,908 $ 69,748 $ 216,464 ($ 3,914 ) ($ 188,772 ) $ 1,375,127
Profit for the year - - - - - 265,312 - - 265,312
Other comprehensive income (loss) for the year 6(2)(16) - - - - - 459 ( 753 ) ( 31,637 ) ( 31,931 )
Total comprehensive income (loss) - - - - - 265,771 ( 753 ) ( 31,637 ) 233,381
Appropriations of 2024 earnings
Legal reserve - - - 18,862 - ( 18,862 ) - - -
Special reserve - - - - 122,938 ( 122,938 ) - - -
Cash dividends 6(15) - - - - - ( 74,431 ) - - ( 74,431 )
Share-based payments 6(12) - - 4,089 - - ( 960 ) - - 3,129
Exercise of employee stock purchase plans 5,170 ( 5,050 ) 273 - - - - - 393
Balance at December 31, 2025 $ 896,801 $ 80 $ 331,294 $ 76,770 $ 192,686 $ 265,044 ($ 4,667 ) ($ 220,409 ) $ 1,537,599

The accompanying notes are an integral part of these consolidated financial statements.


MAXIGEN BIOTECH INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)

Year ended December 31
Notes 2025 2024
CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax $ 304,888 $ 225,545
Adjustments
Adjustments to reconcile profit (loss)
Expected credit impairment (profit) loss 6(4) and 12(2) ( 7,321 ) 14,472
Loss on disposal of property, plant and equipment 6(20) - 4
Depreciation 6(7)(22) 31,972 26,667
Amortisation 6(8)(22) 164 357
Interest income 6(18) ( 9,974 ) ( 9,713 )
Dividend income 6(19) ( 25,310 ) ( 17,717 )
Interest expense 6(21) 43 -
Compensation cost arising from employee stock options 6(12) 3,129 6,688
Changes in operating assets and liabilities
Changes in operating assets
Notes receivable, net 10,060 ( 287 )
Accounts receivable ( 31,470 ) ( 42,281 )
Accounts receivable - related parties 451 12,501
Other receivables - 8,751
Inventories ( 23,456 ) 9,451
Prepayments ( 2,119 ) ( 5,190 )
Other current assets ( 138 ) ( 216 )
Changes in operating liabilities
Contract liabilities - current ( 7,829 ) 21,595
Notes payable 1,400 ( 50 )
Accounts payable 8,216 17,208
Accounts payable - related parties 7 28,619 15,657
Other payables 17,621 7,596
Other payables - related parties 7 ( 2,158 ) 2,029
Other current liabilities 7,979 8,322
Cash inflow generated from operations 288,809 301,389
Interest received 9,974 9,713
Dividends received 25,310 17,717
Interest paid ( 43 ) -
Income tax paid ( 33,830 ) ( 30,596 )
Net cash flows from operating activities 290,220 298,223
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property, plant and equipment 6(26) ( 43,184 ) ( 31,771 )
(Increase) decrease in refundable deposits ( 290 ) 178
Acquisition of intangible assets 6(8) ( 765 ) -
Increase in other non-current assets ( 70 ) ( 414 )
Increase in financial assets at amortised cost 6(3) ( 300,000 ) -
(Increase) decrease in prepayments for purchase of equipment ( 38,681 ) 2,935
Net cash flows used in investing activities ( 382,990 ) ( 29,072 )
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short-term borrowings 6(10) 100,000 -
Decrease in other non-current liabilities 4,698 542
Cash dividends paid 6(15) ( 74,431 ) ( 88,957 )
Proceeds from issuance of restricted stock 393 28,686
Net cash flows from (used in) financing activities 30,660 ( 59,729 )
Effects due to changes in exchange rate ( 753 ) ( 1,450 )
Net (decrease) increase in cash and cash equivalents ( 62,863 ) 207,972
Cash and cash equivalents at beginning of year 6(1) 639,054 431,082
Cash and cash equivalents at end of year 6(1) $ 576,191 $ 639,054

The accompanying notes are an integral part of these consolidated financial statements.


  • 21 -

INDEPENDENT AUDITORS' REPORT TRANSLATED FROM CHINESE

To the Board of Directors and Shareholders of Maxigen Biotech Inc.

Opinion

We have audited the accompanying parent company only balance sheets of Maxigen Biotech Inc., Ltd. (the “Company”) as at December 31, 2025 and 2024, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of material accounting policies.

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of Maxigen Biotech Inc., Ltd as at December 31, 2025 and 2024, and its parent company only financial performance and its parent company only cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission.

Basis for opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountants of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient


and appropriate to provide a basis for our opinion.

Key audit matters

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

Key audit matters for the Company’s 2025 parent company only financial statements are stated as follows:

Existence and occurrence of top ten customers

Description

The Company and its subsidiaries (listed as investments accounted for under equity method) are primarily engaged in the production and sales of biomedical materials and care products. Other than Taiwan, the Company’s and its subsidiaries’ (listed as investments accounted for under equity method) customers are spread in America, Europe, Mainland China and South East Asia, and since the transaction terms for each customer were not the same, the audit procedures require more manpower. Additionally, the revenue from the Company’s and its subsidiaries’ (listed as investments accounted for under equity method) top 10 customers represented a significant proportion of the operating revenue in the parent company only financial statements. Thus, we considered the existence and occurrence of top 10 sales customers as a key audit matter.

Please refer to Note 4(25) for accounting policies on revenue recognition and Note 6(18) for details of sales revenue and Note 6(6) for details of investments accounted for under equity method.

  • 22 -

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

A. Understood and tested the internal control of sales revenue recognition of top 10 customers, and tested the effectiveness of internal control in relation to the sales revenue.

B. Sampled and verified the sales orders and delivery documents of top 10 customers, and confirmed that the sales revenue transaction actually occurred.

C. Sampled and verified the sales returns and discounts of top 10 customers, and confirmed the existence of sales revenue recognition.

Responsibilities of management and those charged with governance for the parent company only financial statements

Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.

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

  • 23 -

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

Auditors’ responsibilities for the audit of the parent company only financial statements

Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.

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

  1. Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. 24 -


  1. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.

  2. Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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

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

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

  • 25 -

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Chih, Ping-Chiun
Lai, Chung-Hsi

For and on behalf of PricewaterhouseCoopers, Taiwan
March 11, 2026

The accompanying parent company only financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying parent company only financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

  • 26 -

(Expressed in thousands of New Taiwan dollars)

MAXIGEN BIOTECH INC.
PARENT COMPANY ONLY BALANCE SHEETS
DECEMBER 31, 2025 AND 2024

Assets Notes December 31, 2025 December 31, 2024
AMOUNT % AMOUNT %
Current assets
1100 Cash and cash equivalents 6(1) $ 537,182 28 $ 632,036 38
1136 Current financial assets at amortised 6(3) and 8
cost 301,500 15 1,500 -
1150 Notes receivable, net 6(4) 5,078 - 15,138 1
1170 Accounts receivable, net 6(4) 126,426 6 87,635 5
1180 Accounts receivable due from related 7
parties, net 112,144 6 84,742 5
1210 Other receivables due from related 7
parties 1,129 - 41 -
130X Inventories 6(5) 88,287 5 65,549 4
1410 Prepayments 6(7) 6,418 - 9,445 1
1470 Other current assets 25 - 114 -
11XX Current assets 1,178,189 60 896,200 54
Non-current assets
1517 Non-current financial assets at fair 6(2)
value through other comprehensive
income 279,675 14 311,312 19
1600 Property, plant and equipment 6(8) 442,834 23 430,363 26
1780 Intangible assets 6(9) 730 - 129 -
1840 Deferred tax assets 6(25) 1,134 - 2,546 -
1900 Other non-current assets 6(7) 47,305 3 7,805 1
15XX Non-current assets 771,678 40 752,155 46
1XXX Current tax assets $ 1,949,867 100 $ 1,648,355 100

(Continued)


(Expressed in thousands of New Taiwan dollars)

MAXIGEN BIOTECH INC.
PARENT COMPANY ONLY BALANCE SHEETS
DECEMBER 31, 2025 AND 2024

Liabilities and Equity Notes December 31, 2025 December 31, 2024
AMOUNT % AMOUNT %
Current liabilities
2100 Current borrowings 6(11) $ 100,000 5 $ - -
2130 Current contract liabilities 6(18) 13,462 1 22,931 1
2150 Notes payable 1,400 - - -
2170 Accounts payable 36,015 2 30,036 2
2180 Accounts payable to related parties 7 45,696 2 16,323 1
2200 Other payables 6(10) 107,674 5 92,546 6
2220 Other payables to related parties 7 254 - 2,169 -
2230 Current tax liabilities 6(25) 29,610 2 25,519 2
2300 Other current liabilities 768 - 819 -
21XX Current liabilities 334,879 17 190,343 12
Non-current liabilities
2570 Deferred tax liabilities 6(25) 1,175 - 932 -
2600 Other non-current liabilities 6(6) 76,214 4 81,953 5
25XX Non-current liabilities 77,389 4 82,885 5
2XXX Liabilities 412,268 21 273,228 17
Equity
Share capital 6(14)
3110 Ordinary share 896,801 46 891,631 54
3140 Advance receipts for share capital 80 - 5,130 -
Capital surplus 6(15)
3200 Capital surplus 331,294 16 326,932 19
Retained earnings 6(16)
3310 Legal reserve 76,770 4 57,908 4
3320 Special reserve 192,686 10 69,748 4
3350 Unappropriated retained earnings 265,044 14 216,464 13
Other equity interest 6(17)
3400 Other equity interest ( 225,076) ( 11) ( 192,686) ( 11)
3XXX Equity 1,537,599 79 1,375,127 83
3X2X Total liabilities and equity $ 1,949,867 100 $ 1,648,355 100

The accompanying notes are an integral part of these parent company only financial statements.


MAXIGEN BIOTECH INC.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME

YEARS ENDED DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars, except for earnings per share amounts)

Items Notes Year ended December 31
2025 2024
AMOUNT % AMOUNT %
4000 Sales revenue 6(18) and 7 $ 777,172 100 $ 651,729 100
5000 Operating costs 6(5)(13)(23)(24) and 7 ( 245,047) ( 32) ( 183,608) ( 28)
5900 Net operating margin 532,125 68 468,121 72
5910 Unrealized profit from sales 6(6) ( 3,972) - ( 10,232) ( 2)
5920 Realized profit from sales 6(6) 10,232 1 24,568 4
5950 Net operating margin 538,385 69 482,457 74
Operating expenses 6(13)(23)(24)
6100 Selling expenses ( 58,101) ( 8) ( 64,956) ( 10)
6200 General and administrative expenses ( 88,042) ( 11) ( 78,255) ( 12)
6300 Research and development expenses ( 126,112) ( 16) ( 111,972) ( 17)
6450 Expected credit impairment gains (losses) 12(2)
7,321 1 ( 14,472) ( 2)
6000 Total operating expenses ( 264,934) ( 34) ( 269,655) ( 41)
6900 Operating profit 273,451 35 212,802 33
Non-operating income and expenses
7100 Interest income 6(19) 9,918 1 9,987 1
7010 Other income 6(20) 29,858 4 18,488 3
7020 Other gains and losses 6(21) 3,789 1 17,159 3
7050 Finance costs 6(22) ( 42) - - -
7070 Share of loss of associates and joint ventures accounted for using equity method, net 6(6)
( 12,086) ( 2) ( 32,891) ( 5)
7000 Total non-operating income and expenses 31,437 4 12,743 2
7900 Profit before income tax 304,888 39 225,545 35
7950 Income tax expense 6(25) ( 39,576) ( 5) ( 35,378) ( 6)
8200 Profit for the year $ 265,312 34 $ 190,167 29
Other comprehensive income
Components of other comprehensive income that will not be reclassified to profit or loss
8311 Gains (losses) on remeasurements of defined benefit plans 6(12) $ 459 - $ 378 -
8316 Unrealised losses from investments in equity instruments measured at fair value through other comprehensive income 6(2)(17) ( 31,637) ( 4) ( 121,488) ( 19)
Components of other comprehensive income that will be reclassified to profit or loss
8361 Financial statements translation differences of foreign operations 6(6)(17) ( 753) - ( 1,450) -
8300 Other comprehensive loss for the year ( $ 31,931) ( 4) ( $ 122,560) ( 19)
8500 Total comprehensive income for the year $ 233,381 30 $ 67,607 10
Earnings per share (In dollars)
9750 Basic earnings per share 6(26) $ 2.96 $ 2.96 $ 2.13
9850 Diluted earnings per share 6(26) $ 2.94 $ 2.94 $ 2.12

The accompanying notes are an integral part of these parent company only financial statements.


MAXIGEN BIOTECH INC.
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)

Notes Share Capital Retained earnings Other equity interest Total equity
Share capital - common stock Advance receipts for share capital Capital surplus, additional paid-in capital Legal reserve Special reserve Unappropriated retained earnings Financial statements translation differences of foreign operations Unrealised gains (losses) from financial assets measured at fair value through other comprehensive income
For the year ended December 31, 2024
Balance at January 1, 2024 $ 889,341 $ 957 $ 296,096 $ 41,973 $ 3,037 $ 199,447 ($ 2,464) ($ 67,284) $1,361,103
Profit for the year - - - - - 190,167 - - 190,167
Other comprehensive income (loss) for the year 6(2)(17) - - - - - 378 ( 1,450 ) ( 121,488 ) ( 122,560 )
Total comprehensive income (loss) for the year - - - - - 190,545 ( 1,450 ) ( 121,488 ) 67,607
Appropriations of 2023 earnings
Legal reserve - - - 15,935 - ( 15,935 ) - - -
Reversal of special reserve - - - - 66,711 ( 66,711 ) - - -
Cash dividends 6(16) - - - - - ( 88,957 ) - - ( 88,957 )
Share-based payments 6(13) - - 8,613 - - ( 1,925 ) - - 6,688
Exercise of employee stock purchase plans 2,290 4,173 22,223 - - - - - 28,686
Balance at December 31, 2024 $ 891,631 $ 5,130 $ 326,932 $ 57,908 $ 69,748 $ 216,464 ($ 3,914 ) ($ 188,772 ) $1,375,127
For the year ended December 31, 2025
Balance at January 1, 2025 $ 891,631 $ 5,130 $ 326,932 $ 57,908 $ 69,748 $ 216,464 ($ 3,914 ) ($ 188,772 ) $1,375,127
Profit for the year - - - - - 265,312 - - 265,312
Other comprehensive income (loss) for the year 6(2)(17) - - - - - 459 ( 753 ) ( 31,637 ) ( 31,931 )
Total comprehensive income (loss) for the year - - - - - 265,771 ( 753 ) ( 31,637 ) 233,381
Appropriations of 2024 earnings
Legal reserve - - - 18,862 - ( 18,862 ) - - -
Reversal of special reserve - - - - 122,938 ( 122,938 ) - - -
Cash dividends 6(16) - - - - - ( 74,431 ) - - ( 74,431 )
Share-based payments 6(13) - - 4,089 - - ( 960 ) - - 3,129
Exercise of employee stock purchase plans 5,170 ( 5,050 ) 273 - - - - - 393
Balance at December 31, 2025 $ 896,801 $ 80 $ 331,294 $ 76,770 $ 192,686 $ 265,044 ($ 4,667 ) ($ 220,409 ) $1,537,599

The accompanying notes are an integral part of these parent company only financial statements.


MAXIGEN BIOTECH INC.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)

Year ended December 31
Notes 2025 2024
CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax $ 304,888 $ 225,545
Adjustments
Adjustments to reconcile profit (loss)
Impairment loss determined in accordance with IFRS 9 6(4) and 12(2) ( 7,321 ) 14,472
Gain on disposal of property, plant and equipment 6(21) - 4
Share of profit of subsidiaries accounted for under equity method 6(6) 12,086 32,891
Depreciation 6(8)(23) 31,972 26,667
Amortisation 6(9)(23) 164 357
Interest income 6(19) ( 9,918 ) ( 9,987 )
Dividend income 6(20) ( 25,310 ) ( 17,717 )
Interest expense 6(22) 43 -
Compensation cost arising from employee stock options 6(13) 3,129 6,688
Unrealized profit from sales 6(6) ( 6,260 ) ( 14,336 )
Changes in operating assets and liabilities
Changes in operating assets
Notes receivable 10,060 ( 287 )
Accounts receivable ( 31,470 ) ( 42,281 )
Accounts receivable due from related parties ( 39,720 ) 2,543
Other receivables - 8,715
Other receivables - related parties ( 1,088 ) ( 506 )
Inventories ( 22,738 ) 169
Prepayments 3,027 ( 3,665 )
Other current assets 89 ( 37 )
Changes in operating liabilities
Contract liabilities - current ( 9,469 ) 21,595
Notes payable 1,400 ( 50 )
Accounts payable 5,979 13,452
Accounts payable to related parties 7 29,373 14,903
Other payables 13,869 10,261
Other payables to related parties 7 ( 1,915 ) 2,127
Other current liabilities ( 51 ) 292
Cash inflow generated from operations 260,819 291,815
Interest received 9,918 9,987
Dividends received 25,310 17,717
Interest paid ( 43 ) -
Income tax paid ( 33,830 ) ( 30,596 )
Net cash flows from operating activities 262,174 288,923

(Continued)


MAXIGEN BIOTECH INC.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)

Year ended December 31
Notes 2025 2024
CASH FLOWS FROM INVESTING ACTIVITIES
Decrease in financial assets at amortised cost 6(3) ($ 300,000 ) $ -
Acquisition of property, plant and equipment 6(27) ( 43,184 ) ( 31,771 )
Acquisition of intangible assets 6(9) ( 765 ) -
Decrease (increase) in refundable deposits ( 290 ) 178
Decrease (increase) in prepayments for purchase of equipment ( 38,681 ) 2,935
Increase in other non-current assets ( 70 ) ( 414 )
Decrease in other receivables - related parties - 23,005
Net cash flows used in investing activities ( 382,990 ) ( 6,067 )
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short-term borrowings 6(11) 100,000 -
Decrease in other non-current liabilities - 542
Cash dividends paid ( 74,431 ) ( 88,957 )
Employee stock options 393 28,686
Net cash flows from (used in) financing activities 25,962 ( 59,729 )
Net (decrease) increase in cash and cash equivalents ( 94,854 ) 223,127
Cash and cash equivalents at beginning of year 6(1) 632,036 408,909
Cash and cash equivalents at end of year 6(1) $ 537,182 $ 632,036

The accompanying notes are an integral part of these parent company only financial statements.

  • 32 -

[Attachment 4]

Compensation Report of Individual Directors and Independent Directors

Unit: New Taiwan Dollar (thousands), %

Title Name Director Compensation A+B+C+D and their proportion to net income after tax (Note 10) Compensation received by part-time employees Total amounts of A, B, C, D, E, F, and G and their proportions of after-tax net profit (Note 10) Compensation received from investments outside of subsidiaries or the parent company (Note 11)
Compensation (A) (Note 2) Retirement Pension (B) Director Compensation (C) (Note 3) Business Execution Expenses (D) (Note 4) Salary and Bonus and special expenses, among others. (E) (Note 5) Retirement Pension (F) Employee compensation (G) (Note 6)
MBI All companies included in the financial statements (note 7) MBI All companies included in the financial statements (note 7) MBI All companies included in the financial statements (note 7) MBI All companies listed in the financial report MBI All companies listed in the financial report (Note 7) MBI All companies listed in the financial report (Note 7) Cash Amount MBI Financial Report All companies (Note 7) MBI All companies listed in the financial report
Cash Amount Stock Amount Cash Amount Stock Amount
Director TCI Co., Ltd. (shares) Representative: Yung-Hsiang Lin 0 0 0 0 600 600 60 60 0.25 0.25 2,400 2,400 0 0 2,100 0 2,100 0 1.95 1.95 0
TCI Co., Ltd. (shares) Representative: Jing-Ting Chen 0 0 0 0 600 600 60 60 0.25 0.25 3,872 3,872 108 108 2,100 0 2,100 0 2.50 2.50 0
TCI Co., Ltd. (shares) Representative: Zhen-Zhen Fu 0 0 0 0 600 600 50 50 0.24 0.24 0 0 0 0 0 0 0 0 0 0 0
TCI Co., Ltd. (shares) Representative: Chih-Cheng Tsai 0 0 0 0 400 400 50 50 0.17 0.17 0 0 0 0 0 0 0 0 0 0 0
TCI Co., Ltd. (shares) Representative: Cong-Jie Qiu 0 0 0 0 200 200 0 0 0.08 0.08 0 0 0 0 0 0 0 0 0 0 0
China Investment & Development (shares) Representative: Xiu-Yuan Li 0 0 0 0 600 600 20 20 0.23 0.23 0 0 0 0 0 0 0 0 0 0 0
China Investment & Development (shares) Representative: Chi-Jui Li 0 0 0 0 30 30 0.01 0.01 0 0 0 0 0 0 0 0 0 0 0
Formosa Biomedical Technology Corp. institutional director representative: Shih-Ming Lai 0 0 0 0 600 600 50 50 0.24 0.24 0 0 0 0 0 0 0 0 0 0 0
Sung-Yuan Liao 0 0 0 0 600 600 180 180 0.29 0.29 0 0 0 0 0 0 0 0 0 0 0
Shih-Ming Li 0 0 0 0 500 500 0 0 0.19 0.19 0 0 0 0 0 0 0 0 0 0 0
Zhong-Ming Zeng 0 0 0 0 600 600 180 180 0.29 0.29 0 0 0 0 0 0 0 0 0 0 0
Shih-An Chen 0 0 0 0 0 0 60 60 0.02 0.02 0 0 0 0 0 0 0 0 0 0 0

[Appendix 1]

Articles of Incorporation of Maxigen Biotech Inc. (Prior to Amendment)

Chapter One: General Provisions

Article 1: This company is organized in accordance with the provisions of the Company Law of the Republic of China, with the Chinese name being 和康生物科技股份有限公司 and the English name being Maxigen Biotech Inc.

Article 2: The registered scope of business for the company is as follows:

  1. F108031 Wholesale of Medical Devices.
  2. F108011 Wholesale of Traditional Chinese Medicine.
  3. F108021 Wholesale of Western Medicine.
  4. F108040 Wholesale of Cosmetics.
  5. IG01010 Biotechnology Services.
  6. C802100 Manufacturing of Cosmetics.
  7. C801030 Manufacturing of Precision Chemical Materials.
  8. CF01011 Manufacturing of Medical Devices.
  9. CE01030 Manufacturing of Optical Instruments.
  10. ZZ99999 Except for licensed businesses, operations may include any business not prohibited or restricted by law.
  11. C802060 Manufacturing of Veterinary Drugs.
  12. F102040 Wholesale of Beverage.
  13. F102170 Wholesale of Food and Grocery.
  14. F107070 Wholesale of Animal Pharmaceuticals.
  15. F203010 Retail of Beverage, Food and Grocery.
  16. F207070 Retail of Animal Pharmaceuticals.
  17. F208031 Retail of Medical Devices.

Article 2-1: The Company may, by resolution of the Board of Directors, become a limited liability shareholder in another company. Unless otherwise stipulated, the total amount of investment shall not be subject to the forty percent limitation of the Company's paid-in capital, but shall not exceed the Company's paid-in capital. The resolution of the Board of Directors mentioned above shall require the presence of more than two-thirds of the Directors and the approval of a majority of those present.

Article 3: The Company is headquartered in Taoyuan City and may establish branches or offices domestically or internationally as necessary, upon resolution by the Board of Directors. The establishment or dissolution of branches shall be conducted following a resolution by the Board of Directors or approval from the competent authority.

Article 4: The Company's announcement methods shall be conducted in accordance with the provisions of Article 28 of the Company Law.

Article 4-1: The Company may provide endorsements and guarantees externally as required for business purposes.


Chapter Two: Shares

Article 5: The total capital of the Company is set at one billion New Taiwan Dollars, divided into one hundred million shares, with each share valued at ten New Taiwan Dollars. The aforementioned shares may issue preferred stock. The Board of Directors is authorized to issue in tranches as necessary.

The aforementioned capital amount reserves eight million New Taiwan Dollars for the issuance of employee stock options, totaling eight hundred thousand shares, which may be issued in tranches as resolved by the Board of Directors.

The Company's issuance price for stock options is not subject to the restrictions of Article 53 of the 'Regulations Governing the Offering and Issuance of Securities by Issuers' regarding employee stock options, or the transfer to employees at a price lower than the average price of actual repurchased shares, shall require the attendance of shareholders representing more than half of the total issued shares, and shall proceed with the approval of two-thirds or more of the voting rights of the attending shareholders.

Article 5-1: The Company may issue registered Class A Preferred Stock, with the rights, obligations, and primary issuance conditions as follows:

I. Preferred Stock Dividend

The Preferred Stock Dividend shall be at an annual interest rate of 1%, calculated based on the issue price per share and the actual number of days of issuance. It shall be prioritized for distribution in cash following the Annual Shareholders' Meeting's acknowledgment of the previous year's financial statements and the resolution to distribute profits. The ex-dividend date for the annual Preferred Stock Dividend shall be determined by the Board of Directors. Unless there are statutory reasons, the company shall not deviate from the ordinary resolution to refrain from distributing profits. The distribution of Cash Dividends for the issuance year shall be calculated based on the ratio of the actual number of issuance days to the total number of days in that year, commencing from the date of issuance. The date of issuance is defined as the base date for capital increase.

In the event that the annual financial statement reflects no profits or insufficient profits to distribute the Dividends for the Preferred Stock, or if the company resolves not to distribute profits, any undistributed or insufficiently distributed Dividends shall be accumulated and prioritized for compensation in subsequent profitable years. This preferred stock shall not participate in the distribution of earnings and capital reserves related to common stock, aside from receiving the aforementioned dividends. However, if the dividends distributed to common stock exceed the par value by 1% in the current year, the shareholders of this preferred stock shall have the right to participate in the distribution according to their shareholding ratio.

II. Conversion of Preferred Stock

Shareholders of this preferred stock may convert their shares into common stock at a ratio of 1 share of preferred stock to 1 share of common stock, starting from the day following the six-month anniversary of the issuance. The rights and

  • 35 -

obligations of the common stock resulting from the conversion of this preferred stock (except for transfer restrictions mandated by law and those not listed for trading) shall be the same as those of other common stock already issued by the company.

III. Election and Right to be Elected

Holders of preferred stock shall possess voting rights and the right to be elected as Directors at the common stock shareholders' meeting.

IV. Liquidation Preference

The distribution of the company's remaining assets to holders of preferred stock shall take precedence over that to common stock, limited to the issuance price plus any unpaid dividends per share. Holders of preferred stock shall not participate in the distribution of remaining assets of common stock, except for the aforementioned distribution of remaining assets.

V. Issuance Period and Redemption

The issuance period for this preferred stock is four years, expiring four years from the date of the capital increase benchmark. Upon expiration, the company shall redeem this preferred stock in cash at the issuance price per share, plus any accumulated unpaid preferred stock dividends. At the time of redeeming this preferred stock, the cash dividends payable as of the redemption date shall be calculated based on the ratio of the actual number of issuance days in the year to the total number of days in the year.

VI. New Share Subscription Rights

When the company issues new shares through a cash capital increase, preferred shareholders shall have the same priority subscription rights for new shares as common shareholders.

VII. Capital Reduction

During the issuance period of the Preferred Stock, if the Company intends to conduct a capital reduction that would proportionally decrease the number of shares of Preferred Stock and adversely affect the rights of Preferred Shareholders, it shall require the attendance of Preferred Shareholders representing more than two-thirds of the total number of issued Preferred Stock at a Special Shareholders' Meeting, with the approval of more than half of the voting rights of the attending Preferred Shareholders.

VIII. Issuance of Preferred Stock

Before the complete redemption and/or conversion of the Preferred Stock, if the Company issues any Preferred Stock that has rights or priority equal to or superior to the already issued Preferred Stock, it shall require the attendance of Preferred Shareholders representing more than two-thirds of the total number of issued Preferred Stock at a Special Shareholders' Meeting, with the approval of more than half of the voting rights of the attending Preferred Shareholders.

Article 6: The company's shares are registered and shall be issued upon the signature or seal of the Directors representing the company, and after certification by a bank authorized to act as a stock issuance certifier in accordance with the law.

  • 36 -

The shares issued by the company may be exempt from printing physical stock certificates; however, they must be registered or held by a centralized securities depository.

The company shall not increase its capital until the total number of previously specified shares has been fully issued.

The total number of shares following a capital increase may be issued in multiple tranches.

The handling of the company's stock affairs shall be conducted in accordance with the 'Guidelines for the Handling of Stock Affairs of Publicly Issued Stock Companies' issued by the securities regulatory authority.

Article 7: Changes to the company's shareholder register shall not be made within sixty days prior to the Annual Shareholders' Meeting, thirty days prior to the Extraordinary Shareholders' Meeting, or within five days prior to the date set by the company for the distribution of dividends and other benefits.

Article 7-1: The company's treasury shares acquired in accordance with Company Law may be transferred to employees of controlling or subordinate companies who meet certain conditions.

The company's employee stock options shall be granted to employees of controlling or subordinate companies who meet certain conditions.

When the company issues new shares, employees who subscribe for shares include those from controlling or subordinate companies who meet specific conditions.

The targets for the company's issuance of new shares that restrict employee rights include employees from controlling or subordinate companies who meet specific conditions.

Chapter Three: Shareholders' Meeting

Article 8: The Company's Shareholders' Meeting is categorized into the following two types:

I. Annual Shareholders' Meeting.

II. Extraordinary Shareholders' Meeting.

The Annual Shareholders' Meeting shall be convened within six months following the conclusion of each fiscal year, in accordance with the law. The Extraordinary Shareholders' Meeting shall be convened as necessary, in accordance with the law.

The notice for convening the Shareholders' Meeting may be delivered electronically with the consent of the shareholders. For shareholders holding fewer than one thousand shares, the Company may provide notice by public announcement.

The Shareholders' Meeting may be conducted via video conference or by other means as announced by the competent authority.

Article 9: If a shareholder is unable to attend the shareholders' meeting for any reason, they may issue a proxy letter provided by the company, specifying the scope of authorization for the proxy to attend. The method for shareholders to appoint a proxy to attend shall be conducted in accordance with the provisions of Article 177 of the Company Law and the regulations established by the competent authority regarding the 'Rules for the Use of Proxy Letters at Shareholders' Meetings of Publicly Traded Companies.'

  • 37 -

Shareholders holding more than one percent of the total issued shares may submit proposals for the Annual Shareholders' Meeting in writing to the company. However, each proposal is limited to three hundred words, and if more than one proposal is submitted, only the first will be included.

Article 9-1: The Shareholders' Meeting shall be convened by the Board of Directors, with the Chairman of the Board serving as the presiding officer. In the event that the Chairman is absent, a Director designated by the Chairman shall act as the proxy; if no designation is made, the Directors shall elect one among themselves to act as the proxy. If convened by parties other than the Board of Directors, the presiding officer shall be the convenor. If there are two or more convenors, they shall elect one among themselves to serve as the presiding officer.

Article 10: Each shareholder of the Company shall have one voting right per share, unless otherwise stipulated by law. Shareholders may exercise their voting rights in writing or electronically. When exercising voting rights in writing or electronically, the method of exercise shall be specified in the notice of the Shareholders' Meeting. Shareholders exercising their voting rights in writing or electronically shall be deemed to be present in person at the Shareholders' Meeting. However, regarding any interim motions and amendments to the original proposals at that Shareholders' Meeting, such shareholders shall be considered to have abstained.

Article 11: Resolutions of the Shareholders' Meeting shall require the presence of shareholders representing more than half of the total issued shares and shall be adopted with the consent of more than half of the voting rights of the attending shareholders, unless otherwise provided by Company Law.

Article 11-1: Matters resolved at the Shareholders' Meeting shall be recorded in the minutes, signed or sealed by the Chairman of the Shareholders' Meeting, and distributed to all Shareholders within twenty days following the meeting. The minutes shall be permanently preserved for the duration of the company's existence. The preparation and distribution of the minutes shall be conducted in accordance with the provisions of Article 183 of the Company Law.

Article 11-2: When the company intends to revoke its public offering of shares, this shall be executed following a resolution by the Shareholders' Meeting, unless approved by the Board of Directors.

Chapter Four: Directors and the Board of Directors

Article 12: The Company shall have between seven and nine Directors, and the election of Directors shall adopt the candidate nomination system as stipulated in Article 192-1 of the Company Law, with a term of three years, and re-election is permitted. The total shareholding ratio of all Directors of the Company shall be managed in accordance with the regulations set forth by the securities regulatory authority.

The Company may purchase liability insurance for the compensation responsibilities it is legally obligated to bear within the scope of its business operations during the term of the Directors.

  • 38 -

Article 12-1: Among the aforementioned number of Directors, the Independent Directors shall not be fewer than three and shall not constitute less than one-fifth of the total number of Directors. Concerning the professional qualifications, shareholding, restrictions on concurrent positions, nomination and election methods, and other compliance matters of Independent Directors, these shall be managed in accordance with the relevant regulations set forth by the securities authority.

Article 12-2: The Company shall establish an Audit Committee in accordance with Article 14-4 of the Securities and Exchange Act, which shall be composed entirely of Independent Directors. The Audit Committee or its members shall be responsible for executing the powers of Supervisors as stipulated by Company Law, the Securities and Exchange Act, and other legal provisions.

The Board of Directors may establish additional committees, with the number of members, terms, powers, and other matters specified in the organizational regulations of each committee, to be implemented upon resolution by the Board of Directors.

Article 13: The Board of Directors shall be composed of Directors, and the Chairman shall be elected by the presence of more than two-thirds of the Directors and the consent of a majority of the attending Directors, representing the company externally.

The Board of Directors may appoint one Vice Chairman when necessary, who shall be elected by the Directors through the method specified in the preceding paragraph.

Article 14: The Board of Directors shall conduct the company's business in accordance with applicable laws, the Articles of Incorporation, and resolutions passed at the Shareholders' Meeting.

Article 15: If the Chairman of the Board is on leave or unable to exercise their authority for any reason, their proxy shall be appointed in accordance with Article 208 of the Company Law.

Article 15-1: The convocation of the Board of Directors shall clearly state the reasons for the meeting, and notice shall be provided to each Director at least seven days in advance, which may be delivered in writing, via email, or by fax; however, in cases of emergency, the meeting may be convened at any time.

Directors attending the Board of Directors shall manage their proxies in accordance with Article 205 of the Company Law.

Article 16: The remuneration of all directors of the Company shall be authorized by the Board of Directors based on the directors' level of participation in the Company's operations and the value of their contributions, while considering the standard compensation levels within the industry. Directors' travel expenses may be reimbursed according to the customary standards in the industry.

Chapter 5: Managers.

Article 17: The Company shall appoint one General Manager and several Managers, with their appointment, dismissal, and remuneration conducted in accordance with Article 29 of the Company Law.

Article 17-1: The Company may purchase liability insurance for the compensation responsibilities it is legally obligated to bear during the term of the Manager.

  • 39 -

Chapter 6: Accounting

Article 18: At the end of each fiscal year, the Board of Directors shall prepare the following: (1) Business Report; (2) Financial Statements; (3) Proposals for the distribution of profits or the allocation of losses, among other documents, to be submitted to the Annual Shareholders' Meeting for approval.

Article 19: If the Company achieves profitability for the year, it shall allocate no less than five percent of employee compensation (this portion of employee compensation shall allocate at least 20% to frontline employees), which shall be resolved by the Board of Directors. Distribution may be made in the form of stock or cash, with the recipients being employees of subsidiary companies who meet certain conditions. The company may allocate no more than five percent of the aforementioned profitability amount as Director Compensation, as resolved by the Board of Directors. The proposal for the distribution of Employee Compensation and Director Compensation shall be presented at the shareholders' meeting.

However, when the company still has accumulated losses, it should first reserve an amount for compensation and then allocate employee compensation and Director Compensation according to the aforementioned ratio.

Article 19-1: When the Company's annual financial statements show a surplus, all taxes and dues shall be duly paid in accordance with the law, and any losses from previous years shall be compensated. If there is still a surplus, ten percent shall first be allocated as a statutory surplus reserve; However, when the statutory surplus reserve reaches the Paid-in Capital, this limitation shall not apply. Additional allocations or reversals of special surplus reserves shall be made in accordance with relevant laws and regulations. If there is still a surplus, it, along with any undistributed surplus from the previous period, shall be distributed as dividends to shareholders, based on a distribution plan proposed by the Board of Directors and resolved by the Shareholders' Meeting.

Article 19-2: This company is a technology and capital-intensive enterprise currently in a growth phase. To align with the company's long-term capital planning and to ensure sustainable operations and stable growth, the dividend policy adopts a residual dividend approach.

The amount of dividends distributed to shareholders shall be based on at least fifty percent of the net profit after tax for the year, following the allocation of various reserves as mandated by law. However, in accordance with the principle of balancing dividends, retained earnings from previous years may be utilized when the net profit after tax for the current year is insufficient for distribution. The distribution of dividends primarily considers the company's future expansion plans and cash flow requirements, with stock dividends comprising at least 50%, supplemented by a portion of cash dividends.

However, the types and proportions of this profit distribution may be adjusted based on the actual profitability and financial situation of the year, as resolved by the Shareholders' Meeting.

  • 40 -

Chapter Seven: Supplementary Provisions

Article 20: Matters not specified in these Articles shall be governed by Company Law and relevant securities regulations.

Article 21: These Articles were established on November 27, 1998.

The first revision was made on May 2, 2000.

The second revision was made on August 31, 2001.

The third revision was made on July 29, 2002.

The fourth revision was made on May 3, 2003.

The fifth revision was made on September 25, 2003.

The sixth revision was made on May 18, 2004.

The seventh revision was made on June 24, 2005.

The eighth revision was made on June 29, 2006.

The ninth revision was made on January 19, 2007.

The tenth revision was made on June 29, 2007.

The eleventh revision was made on June 23, 2008.

The twelfth revision was made on June 28, 2010.

The thirteenth revision was made on May 25, 2011.

The fourteenth revision was made on June 7, 2012.

The fifteenth revision was made on June 22, 2015.

The sixteenth revision was made on December 25, 2015.

The seventeenth revision was made on June 24, 2016.

The eighteenth revision was made on June 26, 2017.

The nineteenth revision was made on June 26, 2018.

The twentieth revision was made on June 26, 2019.

The twenty-first revision was made on June 29, 2020.

The twenty-second revision was made on July 12, 2021.

The twenty-third revision was made on June 21, 2022.

The twenty-fourth revision was made on June 13, 2024.

The twenty-fifth revision was made on June 11, 2025.

  • 41 -

[Appendix 2]

Maxigen Biotech Inc.

Regulations of Procedure for the Shareholders' Meeting

Article 1: (Basis for Establishment)

To establish a sound governance system for the Company's Shareholders' Meeting, enhance supervisory functions, and strengthen management capabilities, these rules are formulated in accordance with the provisions of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies for compliance.

Article 2: (Scope of Regulation)

The rules of procedure for the Company's Shareholders' Meeting shall be governed by these rules, unless otherwise provided by laws or the Articles of Incorporation.

Article 3: (Convocation and Notification of the Shareholders' Meeting)

The Company's Shareholders' Meeting shall be convened by the Board of Directors unless otherwise stipulated by law.

The Company shall prepare an electronic file of the notice of the Shareholders' Meeting, proxy forms, and agenda items—including matters for approval, discussion, and the appointment or dismissal of Directors—thirty days prior to the Annual Shareholders' Meeting or fifteen days prior to the Extraordinary Shareholders' Meeting, and transmit it to the Market Observation Post System. Furthermore, twenty-one days prior to the Annual Shareholders' Meeting or fifteen days prior to the Extraordinary Shareholders' Meeting, the Company shall prepare an electronic file of the Meeting Handbook and supplementary meeting materials and transmit it to the Market Observation Post System. Fifteen days prior to the Shareholders' Meeting, the Meeting Handbook and supplementary materials shall be prepared for shareholders to review at any time. These materials shall be displayed at the company and at the professional stock service agency appointed by the company, and shall also be distributed at the venue of the Shareholders' Meeting.

Notices and announcements shall specify the reasons for convening the meeting; such notices may be delivered electronically with the recipient's consent.

The election or dismissal of Directors, amendments to the Articles of Incorporation, capital reduction, application for cessation of public issuance, approval of Directors' competition, transfer of earnings to capital, transfer of surplus to capital, dissolution of the company, merger, division, or matters specified in Article 185, Paragraph 1 of the Company Law, Article 26-1 and Article 43-6 of the Securities and Exchange Act, and Article 56-1 and Article 60-2 of the Guidelines for the Handling of Issuers' Fundraising and Issuance of Securities shall be enumerated in the reasons for convening the meeting, and their main content shall be explained; such matters shall not be raised as ad hoc motions.

The reason for convening the Shareholders' Meeting has been fully articulated as the complete re-election of Directors, along with the specified date of assumption of office. Once the re-election is completed at the Shareholders' Meeting, the date of assumption of office may not be altered through any temporary motions or other means during the same meeting.


Shareholders holding more than one percent of the total issued shares may propose a resolution for the Annual Shareholders' Meeting, limited to one proposal. Any proposals exceeding this limit will not be considered. Furthermore, if the proposals submitted by shareholders fall under any of the circumstances specified in Article 172-1, Paragraph 4 of the Company Law, the Board of Directors may opt not to include them as proposals. Shareholders may submit proposals to encourage the company to enhance public interest or fulfill social responsibilities. The procedure shall comply with the relevant provisions of Article 172-1 of the Company Law, limited to one proposal; any proposals exceeding this limit shall not be included in the agenda.

The company shall announce the acceptance of shareholder proposals, the methods for submission (either written or electronic), the submission location, and the acceptance period prior to the cutoff date for stock transfers before the Annual Shareholders' Meeting; the acceptance period shall not be less than ten days.

Proposals submitted by shareholders are limited to three hundred words; any proposals exceeding this limit shall not be included in the agenda. Proposing shareholders must attend the Annual Shareholders' Meeting in person or authorize others to attend and participate in the discussion of the proposal.

The company shall notify the proposing shareholders of the results of the proposal prior to the notice of the Shareholders' Meeting and include proposals that comply with this regulation in the meeting notice. For shareholder proposals not included in the agenda, the Board of Directors shall provide an explanation for their exclusion at the Shareholders' Meeting.

Article 4: (Authorization to Attend the Shareholders' Meeting)

A shareholder may issue a proxy form printed by the Company for each shareholders' meeting, specifying the scope of authorization and appointing a proxy to attend the meeting on their behalf.

Each shareholder may issue only one proxy form and appoint only one proxy. The proxy form must be delivered to the Company at least five days prior to the shareholders' meeting. In the event of duplicate proxy forms, the one received first shall prevail, unless a declaration of revocation has been made for the earlier proxy.

If the proxy form has been delivered to the Company and the shareholder later wishes to attend the shareholders' meeting in person or exercise voting rights in writing or electronically, a written notice of proxy revocation must be submitted to the Company at least two days before the meeting. If the revocation is not made in time, the proxy shall attend and exercise the voting rights on behalf of the shareholder.

Article 5: (Principles for the Location and Timing of the Shareholders' Meeting)

The location of the Shareholders' Meeting shall be at the company's registered office or at a venue that is convenient for Shareholders to attend and suitable for the conduct of the meeting. The meeting shall not commence earlier than 9:00 AM or later than 3:00 PM. The location and timing of the meeting shall take into full account the opinions of the Independent Directors.

  • 43 -

Article 6: (Preparation of the Sign-in Register and Other Documents)

The company shall specify in the notice of the meeting the time for Shareholders to register, the location for registration, and other important matters that require attention. A signature book shall be provided for attending shareholders to sign in, or attending shareholders may submit a sign-in card as a substitute for signing in.

The time for processing shareholder check-in mentioned above shall commence at least thirty minutes prior to the start of the meeting; the check-in area shall be clearly marked, and adequately qualified personnel shall be assigned to manage it.

The Company shall provide the Meeting Handbook, annual report, attendance certificate, speaking slips, voting ballots, and other meeting materials to the shareholders attending the Shareholders' Meeting; if there is an election of Directors, a separate election ballot shall be included.

Shareholders, whether attending in person or represented by a proxy (hereinafter referred to as 'Shareholders'), must present an attendance certificate, attendance sign-in card, or other documentation upon attending the Shareholders' Meeting. The Company shall not arbitrarily impose additional requirements for other proof of attendance from Shareholders. The individual soliciting the proxy must present identification documents for verification. When a government entity or corporation is a Shareholder, the representative attending the Shareholders' Meeting is not limited to one individual. However, when a corporation is designated to attend the Shareholders' Meeting, it may only appoint one representative.

Article 7: (Chairman of the Shareholders' Meeting, Attendees)

If the Shareholders' Meeting is convened by the Board of Directors, the Chairman shall be the Chairman of the Board. In the event that the Chairman is on leave or unable to exercise their authority for any reason, the Vice Chairman shall act on their behalf. If there is no Vice Chairman, or if the Vice Chairman is also on leave or unable to exercise their authority, the Chairman shall designate one Executive Director to act on their behalf; If no Executive Director has been appointed, one Director shall be designated to act on their behalf. If the Chairman has not designated an agent, the Executive Directors or Directors shall mutually recommend one person to act on their behalf.

The aforementioned chairman shall be a managing director or a director who has served for more than six months and possesses an understanding of the company's financial and business conditions. This provision also applies if the chairman is the representative of a corporate director.

In a Shareholders' Meeting convened by the Board of Directors, the Chairman of the Board should preside in person, and at least one Independent Director must be present, along with at least one representative from each functional committee, with attendance documented in the minutes of the Shareholders' Meeting.

If the Shareholders' Meeting is convened by a party other than the Board of Directors, the chairperson shall be the convening party. If there are two or more convening parties, they shall mutually elect one individual to serve as chairperson.

The Company may appoint designated lawyers, accountants, or relevant personnel to attend the Shareholders' Meeting.

  • 44 -

Article 8: (Recording or videotaping of the Shareholders' Meeting proceedings as evidence)

The Company shall continuously record and videotape the entire process of shareholder registration, the meeting proceedings, and the voting and counting of votes from the moment it begins accepting shareholder registrations.

The aforementioned audiovisual materials shall be retained for a minimum of one year. However, if a lawsuit is initiated by shareholders in accordance with Article 189 of the Company Law, they shall be retained until the conclusion of the litigation.

Article 9: (Calculation of Shares Present at the Shareholders' Meeting)

Attendance at the Shareholders' Meeting shall be based on the number of shares. The number of shares present shall be calculated based on the signature book or the submitted attendance card, in addition to the number of shares for which voting rights are exercised in writing or electronically.

Once the meeting time has arrived, the chairperson shall promptly announce the commencement of the meeting, and simultaneously disclose relevant information such as the number of shares without voting rights and the number of shares present.

However, if there are not enough shareholders present to represent more than half of the total issued shares, the chairman may announce a postponement of the meeting, limited to two postponements, with the total postponement time not exceeding one hour. If, after two postponements, there are still not enough shareholders present to represent more than one-third of the total issued shares, the chairman shall declare the meeting adjourned.

If, after the aforementioned two postponements, there are still not enough shareholders present but representing more than one-third of the total issued shares, a provisional resolution may be made in accordance with Article 175, Paragraph 1 of the Company Law, and the provisional resolution shall be communicated to all shareholders, who shall be convened for another shareholders' meeting within one month.

Before the conclusion of the meeting, if the number of shares represented by the attending shareholders exceeds half of the total issued shares, the chairman may submit the provisional resolution for a re-vote at the Shareholders' Meeting in accordance with Article 174 of the Company Law.

Article 10: (Discussion of Proposals)

If the Shareholders' Meeting is convened by the Board of Directors, the agenda shall be determined by the Board of Directors. All related proposals (including motions and amendments to original proposals) shall be subject to voting. The meeting shall proceed according to the scheduled agenda and may not be altered without a resolution from the Shareholders' Meeting.

If the Shareholders' Meeting is convened by an individual other than the Board of Directors who possesses the right to convene, the provisions of the preceding paragraph shall apply.

The agenda established in the previous two items shall not be declared adjourned by the Chairperson without a resolution until the proceedings (including any motions) are concluded. If the Chairperson violates the rules of procedure and declares the meeting adjourned, the other members of the Board of Directors shall promptly assist the attending shareholders in accordance with legal procedures to elect one individual by a majority of

  • 45 -

the voting rights of the attending shareholders to serve as Chairperson and continue the meeting.

The Chairman shall provide ample explanation and discussion opportunities regarding the proposals and amendments or motions raised by the Shareholders. When it is deemed that sufficient discussion has occurred for a vote, the Chairman may announce the cessation of discussion, submit the matter for a vote, and arrange adequate voting time.

Article 11: (Shareholder Speech)

Before a Shareholder speaks, they must first complete a speech card indicating the main points of their speech, their Shareholder account number (or attendance certificate number), and their name. The Chairman shall determine the order of speeches.

Shareholders who only submit a speech card but do not speak shall be considered as not having spoken. If the content of the speech differs from what is recorded on the speech card, the content of the speech shall prevail.

For each proposal, each Shareholder may speak no more than twice without the Chairperson's consent, with each speech limited to five minutes. However, if a Shareholder's remarks violate regulations or exceed the topic's scope, the Chairperson may terminate their speech.

During a Shareholder's speech, other Shareholders may not speak or interfere without the consent of both the Chairperson and the speaking Shareholder; those who violate this rule shall be stopped by the Chairperson.

When a corporate Shareholder appoints two or more representatives to attend the Shareholders' Meeting, only one representative may speak on the same proposal.

Following a Shareholder's speech, the Chairperson may respond personally or designate relevant personnel to provide a reply.

Article 12: (Calculation of Voting Shares)

Voting at the Shareholders' Meeting shall be based on the number of shares.

Resolutions at the Shareholders' Meeting shall not include the shares of shareholders without voting rights in the total number of issued shares.

Shareholders who have a personal interest in the matters of the meeting that may adversely affect the interests of the Company shall not participate in the voting and shall not appoint other shareholders to exercise their voting rights.

The number of shares that are prohibited from voting as mentioned in the preceding paragraph shall not be included in the count of voting rights of the shareholders present.

Except for trust businesses or stock agency institutions approved by the securities regulatory authority, when one individual is entrusted by two or more shareholders, the voting rights they represent shall not exceed three percent of the total voting rights of the issued shares; any voting rights exceeding this limit shall not be counted.

Article 13: (Voting on Proposals, Supervision of Voting, and Counting Methods)

Each shareholder is entitled to one voting right per share; However, those with restricted voting rights or those specified in Article 179, Paragraph 2 of the Company Law are exempt from this limitation.

  • 46 -

When the Company convenes a Shareholders' Meeting, voting rights may be exercised either electronically or in writing; When exercising voting rights in writing or electronically, the method of exercise shall be specified in the notice of the Shareholders' Meeting. Shareholders who exercise their voting rights in writing or electronically shall be deemed to be present in person at the Shareholders' Meeting. However, with respect to any motions or amendments to the original proposals at that Shareholders' Meeting, such actions shall be considered as abstentions; therefore, the Company should refrain from proposing any motions or amendments to the original proposals.

For those exercising voting rights in writing or electronically, their expressions of intent must be delivered to the Company two days prior to the Shareholders' Meeting. In cases of duplicate expressions, the first one received shall prevail. However, this does not apply to declarations that revoke prior expressions of intent.

If a Shareholder exercises their voting rights in writing or electronically and wishes to attend the Shareholders' Meeting in person, they must revoke their previous expression of intent to exercise voting rights in the same manner at least two days prior to the meeting. If the revocation is made after this deadline, the voting rights exercised in writing or electronically shall prevail. If voting rights are exercised in writing or electronically and a proxy is appointed to attend the Shareholders' Meeting, the voting rights exercised by the proxy shall prevail.

The resolution shall be passed by a majority of the voting rights of the attending Shareholders, unless otherwise stipulated by Company Law or the Articles of Incorporation. During the voting process, the total number of voting rights of the attending shareholders shall be announced case by case by the chairman or a designated representative. Shareholders shall then vote on each item, and the results of the votes—consents, oppositions, and abstentions—shall be recorded in the Market Observation Post System on the day of the Shareholders' Meeting.

When there are amendments or alternative proposals to the same agenda item, the chairman shall determine the order of voting in conjunction with the original proposal. If one proposal has been approved, the other proposals shall be deemed rejected and shall not require further voting.

The personnel responsible for monitoring and counting the votes shall be designated by the chairman; however, the monitoring personnel must be shareholders.

The vote counting operations for resolutions or elections at the Shareholders' Meeting shall be conducted publicly within the meeting venue. The results of the vote, including the tally of votes, shall be announced on-site upon completion of the counting, and a record shall be made.

Article 14: (Election Matters)

When the Shareholders' Meeting conducts the election of Directors, it shall be carried out in accordance with the relevant selection regulations established by the Company. The election results shall be announced on-site, including the list of elected Directors along with their respective vote counts, as well as the list of Directors who were not elected and the vote counts they received.

  • 47 -

The election ballots for the aforementioned matters shall be sealed and signed by the election supervisor, properly stored, and retained for a minimum of one year. However, if a lawsuit is initiated by shareholders in accordance with Article 189 of the Company Law, they shall be retained until the conclusion of the litigation.

Article 15: (Meeting Minutes and Signing Matters)

The resolutions of the Shareholders' Meeting shall be documented in the minutes, signed or sealed by the chairman, and distributed to all shareholders within twenty days following the meeting. The preparation and distribution of the minutes may be conducted electronically.

The distribution of the aforementioned minutes may be carried out through announcements on the Market Observation Post System.

The minutes of the meeting shall accurately record the year, month, day, location, name of the chairperson, method of resolution, key points of the proceedings, and the results of the vote (including the statistical weight of votes). In the event of a Director election, the number of votes received by each candidate shall be disclosed. These records shall be permanently retained for the duration of the company's existence.

Article 16: (External Announcement)

The number of shares solicited and the number of shares represented by proxy shall be compiled into a statistical table in the prescribed format by the company on the day of the Shareholders' Meeting and shall be clearly disclosed within the meeting venue.

With respect to the resolutions of the Shareholders' Meeting, should there be any significant matters as mandated by laws or regulations, or by the Taiwan Stock Exchange Corporation (Foundation of the Republic of China Securities Over-the-Counter Market), the Company shall transmit the relevant content to the Market Observation Post System within the stipulated timeframe.

Article 17: (Maintenance of Order at the Meeting Venue)

Personnel handling the affairs of the shareholders' meeting shall wear identification badges or armbands.

The Chairperson may direct inspectors or security personnel to assist in maintaining order at the venue. Inspectors or security personnel assisting at the venue shall wear armbands or badges bearing the word "Inspector."

If the venue is equipped with sound amplification equipment, shareholders who speak without using the equipment provided by the Company may be stopped by the Chairperson.

If a shareholder violates the rules of procedure and refuses to comply with the Chairperson's correction, thereby disrupting the proceedings, the Chairperson may instruct the inspectors or security personnel to escort the shareholder out of the venue.

Article 18: (Break, Continue Meeting)

During the meeting, the Chairperson may announce a break at their discretion. In the event of an unavoidable circumstance, the Chairperson may decide to temporarily suspend the meeting and announce a time to reconvene based on the circumstances.

  • 48 -

If the venue designated for the Shareholders' Meeting is unable to continue being used before the conclusion of the agenda (including any motions), the Shareholders' Meeting may resolve to find an alternative venue to continue the meeting.

The Shareholders' Meeting may, in accordance with Article 182 of the Company Law, resolve to postpone or continue the meeting within five days.

Article 19: (Appendix)

These regulations shall take effect upon approval by the Shareholders' Meeting, and the same shall apply to any revisions.

Article 20:

These regulations were established on June 18, 2010.

The first revision was made on June 18, 2013.

The second revision was made on June 22, 2015.

The third revision was made on June 26, 2018.

The fourth revision was made on June 29, 2020.

The fifth revision was made on July 12, 2021.

  • 49 -

[Appendix 3]

Shareholding Status of All Directors of the Company

  1. The current statutory number of Directors and their respective shareholdings are as follows:

The total number of ordinary shares issued by the Company is: 89,680,115 shares.

The minimum number of shares that all Directors must hold is: 7,174,409 shares (10%*80%).

  1. As of the cutoff date for share transfers for this Annual Shareholders' Meeting (April 13, 2026), the shareholdings of all Directors are recorded in the following table:
Position Name Number of Shares Held (shares) Percentage (%)
Chairman of the Board TCI Co., Ltd.
Representative Yung-Hsiang Lin 27,000,762 30.10%
Director TCI Co., Ltd.
Representative Jing-Ting Chen
Director TCI Co., Ltd.
Representative Zhen-Zhen Fu
Director TCI Co., Ltd.
Representative Shinn-Zong Lin
Director China Investment and Development Co., Ltd.
Representative Chi-Jui Li 1,376,688 1.53%
Director Formosa Biomedical Technology Corp.
Legal Director Representative Shi-Ming Lai 8,702,040 9.70%
Independent Director Sung-Yuan Liao 0 0.00%
Independent Director Zhong-Ming Zeng 0 0.00%
Independent Director Shih-An Chen 0 0.00%
Total Number of Shares Held by All Directors 37,079,490 41.34%