Stock Code: 1760

PANION & BF BIOTECH INC.

2026 Annual General Meeting of Shareholders Handbook

Time: May 25, 2026 (Monday) at 9.00 a.m.

Type: Physical Shareholders' Meeting

Venue: 2nd Floor, No. 19-10 Sanchong Road, Nangang District, Taipei City (International Conference Center, 2nd Floor, Block A, Nangang Software Park)

Disclaimer

This translated document is prepared in accordance with the Chinese version and is for reference only. In the event of any inconsistency between the English version and the Chinese version, the Chinese version shall prevail.

Chapter 1 Meeting Procedures 1
Chapter 2 Meeting Agenda 2
Chapter 3 Announcements 3
Chapter 4 Proposals 5
Chapter 5 Discussion 6
Chapter 6 Extempore Motions 6
Chapter 7 Meeting Adjourned 6
Chapter 8 Appendices 7
I. Business Report 7
II. Audit Committee’s Review Report 14
III. Independent Auditor’s Report and Financial Statements 15
IV. Earnings Distribution Table 31
V. Releasing the Directors and Their Representatives from Non-Competition Restrictions 32
VI. Articles of Incorporation 33
VII. Rules of Procedure for Shareholders’ Meetings 40
VIII. Breakdown of Directors’ Shareholdings 46

Panion & BF Biotech Inc.

Procedure for 2026 Annual General Meeting of Shareholders

I. Call Meeting to Order
II. Chairman’s Address
III. Announcements
IV. Proposals
V. Discussion
VI. Extempore Motions
VII. Meeting Adjourned

Panion & BF Biotech Inc.
Agenda for the 2026 Annual General Meeting of Shareholders

I. Time: 9:00 a.m., May 25, 2026 (Monday)

II. Venue: 2nd Floor, No. 19-10 Sanchong Road, Nangang District, Taipei City
【Physical Shareholders' Meeting】
(International Conference Center, 2nd Floor, Block A, Nangang Software Park)

III. Call Meeting to Order

IV. Chairman's Address

V. Announcements
(I) Business Report for 2025
(II) Audit Committee’s Review Report on the Final Statements for 2025
(III) Distribution of Employee and Director Remuneration for 2025
(IV) Distribution of Earnings for Cash Dividends and Distribution of Cash from Capital Reserves for 2025
(V) Material Related Party Transactions for 2025

VI. Proposals
(I) Business Report and Financial Statements for 2025
(II) Distribution of Earnings for 2025

VII. Discussion
(I) Releasing the Directors and Their Representatives from Non-Competition Restrictions

VIII. Extempore Motions

IX. Meeting Adjourned

Announcements

Item I
(Proposed by the Board of Directors)
Subject: Business Report for 2025
Explanation: Kindly refer to Page 7 to Page 13 of this handbook for the Company’s business report for 2025.

Item II
(Proposed by the Board of Directors)
Subject: Audit Committee’s Review Report on the Final Statements for 2025
Explanation: The Company’s financial statements for 2025 have been audited by KPMG Taiwan, while the Company’s business report and distribution of earnings for 2025 have been reviewed by the Audit Committee. Kindly refer to Page 14 of this handbook for the aforesaid review report.

Item III
(Proposed by the Board of Directors)
Subject: Distribution of Employee and Director Remuneration for 2025
Explanation:
1. On March 4, 2026, the Company’s Board of Directors passed a resolution to distribute NT$9,458,213 in employee remuneration (of which NT$4,456,787 for grassroots employees) and NT$12,610,950 in director remuneration for 2025, all of which are to be paid in cash.
2. There is no discrepancy between the above-mentioned amount of remuneration distributed and the estimated amount of expenses recognized in 2025.

Item IV
(Proposed by the Board of Directors)
Subject: Distribution of Earnings for Cash Dividends and Distribution of Cash from Capital Reserves for 2025
Explanation:
1. According to Article 26-1 of the Company’s Articles of Incorporation, the Board of Directors shall be authorized to report the distribution of shareholders’ dividends from distributable earnings and capital reserves, when paid in cash, to the shareholders’ meeting after a special resolution has been adopted.
2. The Company will allocate NT$154,330,224 from its distributable earnings for 2025 to pay a cash dividend of NT$1.8 per share to shareholders, and allocate NT$17,147,803 from its capital surplus to pay a cash dividend of NT$0.2 per share to shareholders. In other words, a cash dividend of NT$2.0 per share will be paid to shareholders in total. Cash dividends will be paid based on the number of shares held by shareholders on the record date, and calculated (rounded down) to the nearest New Taiwan dollar. Any amount less than NT$1 will be included in the Company’s other income.
3. Having obtained approval for this proposal from the Board of Directors, the Chairman shall be authorized to determine the ex-dividend date, the payment date, and other related matters. In the event of any changes to the dividend payout ratio due to changes in the number of ordinary shares outstanding thereafter, the

Chairman shall also be authorized to make adjustments at his/her sole discretion.

(Proposed by the Board of Directors)

Item V

Subject: Material Related Party Transactions for 2025

Explanation: The Company had no material related party transactions in 2025.

Proposals

Item I

(Proposed by the Board of Directors)

Subject: Business Report and Financial Statements for 2025

Explanation:
1. The Company’s financial statements for 2025 have been audited by Certified Public Accountants Wu, Chia-Han and Yin, Yuan-Sheng from KPMG Taiwan. The business report and financial statements have been approved by the Board of Directors and reviewed by the Audit Committee.
2. Kindly refer to Page 7 to Page 13 and Page 15 to Page 30 of this handbook for the Company’s business report, the Independent Auditor’s Report, and the Company’s financial statements for 2025.
3. The proposal above is submitted for resolution and adoption.

Resolution:

Item II

(Proposed by the Board of Directors)

Subject: Distribution of Earnings for 2025

Explanation:
1. As the Company recorded a net income of NT$190,169,440 in 2025, an earnings distribution table has to be prepared in accordance with the Company’s Articles of Incorporation. Kindly refer to Page 31 of this handbook for more details.
2. The proposal above is submitted for resolution and adoption.

Resolution:

Discussion

Item I

(Proposed by the Board of Directors)

Subject: Releasing the Directors and Their Representatives from Non-Competition Restrictions

Explanation:
1. Article 209 of the Company Act stipulates that “A director who does anything for himself or on behalf of another person that is within the scope of the company’s business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.”
2. To leverage the professional expertise and experience of the Company’s directors, and provided that such positions do not impair the interests of the Company, it is proposed to release the directors and their representatives from the non-competition restrictions. Please refer to Page 32 of this handbook for details.
3. The proposal above is submitted for discussion and resolution.

Resolutions:

Extempore Motions

Meeting Adjourned

Appendix I

Panion & BF Biotech Inc. Business Report

I. Operating Results for 2025

The Company's consolidated operating revenue in 2025 was NT$2,063,392 thousand, an increase of NT$33,747 thousand or $2\%$ compared to 2024. The growth was mainly attributable to the increase in sales royalties and multiplex rapid antigen test reagents under the PBF Taiwan business unit, as well as the increase in operating revenue from cosmeceuticals and skincare products under the PBF China and Hong Kong/Macau business unit.

In 2025, the consolidated gross profit was NT$1,116,851 thousand, which represents an increase of NT$56,414 thousand or 5% compared to 2024. The increase was mainly attributable to the revenue growth from the PBF Taiwan and PBF China business units.

The consolidated operating expenses for 2025 was NT$809,003 thousand, representing a decrease of NT$45,768 thousand or 5% compared to 2024. This decrease was mainly attributable to effective overall budgetary control of consolidated operating expenses. In addition, the Company continued investing in: (1) the Infection Control product line, including pivotal clinical trials for Chlorhexidine Gluconate 2% Cloth for ICU, to extend into the long-term care and home-care markets; (2) Nephoxil® new indications clinical trials for the treatment of chronic kidney disease and NDA submissions, as well as in-licensing of a patented 3-in-1 new combination drug for erectile dysfunction; and (3) aesthetic medicine and anti-aging products age-reversal and age-defying product lines (including the new integrated PDO thread-and-cannula set, PLLA microspheres, exclusive exosome + PRP, and microneedle patches), covering new product development and clinical expenses. These investments aim to strengthen the Company's future competitive advantage in the market and drive increased revenue and profits.

As a result of the above factors, consolidated operating revenue, consolidated gross profit, and consolidated operating profit all increased in 2025 compared to 2024, resulting in consolidated net income after tax of NT$190,169 thousand in 2025, an increase of NT$65,646 thousand or $53\%$ compared to 2024. The EPS for 2025 was NT$2.22, an increase of NT$0.77 or $53\%$ compared to 2024.

(I) Budget execution and analysis of revenues, expenses, and profitability

Budget execution

In 2025, in response to changes in the market environment, the Taiwan Business Unit actively explored markets, pursued diversified operations, generated operating revenue, and comprehensively controlled costs and expenses in an effort to achieve the expected operating targets.

Financial revenue & expenditure and profitability analysis

Unit: NT$ thousands

Year Item		2024 (Consolidated)	2025 (Consolidated)	Changes (%)
Financial revenue and expenditure	Operating Revenue	2,029,645	2,063,392	2%
	Gross Profit	1,060,437	1,116,851	5%
	Net Income	124,523	190,169	53%
Profitability	Return on assets (%)	4.24	6.27	48%
	Return on shareholder's equity (%)	6.50	9.81	51%
	As a percentage of paid-in capital (%)	Operating profit	23.99	35.91
		Pre-tax net income	25.36	34.29
	Net income margin (%)	6.14	9.22	50%
	Basic earnings per share (NT$)	1.45	2.22	53%
	Diluted earnings per share (NT$)	1.45	2.21	52%

(II)Research and Development

Research and Development Expenditure for the Last Two Years

Unit: NT$ thousands

Year	2024 (Consolidated)	2025 (Consolidated)
Item
Research and Development Expenses	236,881	195,459
Net Operating Revenue	2,029,645	2,063,392
Ratio of Research and Development Expenditure to Operating Revenue	11.7%	9.5%

2. Major Research and Development Achievements in Recent Year

Year	Major Research and Development Achievements
2025	New Drugs + APIs
• Our European sub-licensing partner Averoa received EU Marketing Authorization from the European Medicines Agency (EMA) and UK MHRA (Medicines and Healthcare products Regulatory Agency) approval for the kidney-disease new drug Xoanacyl, indicated for adult patients with concurrent iron-deficiency anemia and hyperphosphatemia.
• FEXENOL® (Ferric Citrate, 1000 mg tablets) formally submitted NDA to TFDA, indicated for the treatment of iron-deficiency anemia in adult patients with chronic kidney disease and for lowering serum phosphate.
• In-licensed a novel androgen-receptor-inhibitor acne treatment (PBF-501); the technology has obtained 8 patents in 7 countries including Taiwan, US, China, and Europe, with Phase I/II human trials initially validating efficacy through androgen-receptor-mediated regulation of sebum secretion and acne treatment.
• In-licensed a patented 3-in-1 new combination drug for sexual dysfunction (PBF-502), with shorter onset time, better efficacy, and fewer side effects. The Company holds exclusive Taiwan license and first-priority rights in Mainland China, Hong Kong, and Macau.
• Positive clinical data for the pet kidney-disease drug NephoPet; related registration work continues, extending human-grade pharmaceutical technology into the veterinary medical market.

Cosmeceuticals + Anti-aging
• AmazLine® Polydioxanone Absorbable Thread — Obtained Taiwan approval for new specifications (thread + blunt cannula set).
• AmazLine® Absorbable Sutures — Taiwan filing: applied for new smooth-thread specification.
• AmazLine® Absorbable Sutures — China filing: type-test report obtained.
• PLLA Microspheres (dermal filler) — Taiwan filing: submitted for product registration.

Diagnostics Medical Devices
• Vstrip® rapid-test kit series — Obtained Taiwan medical-device licenses for: respiratory 3-in-1 Flu A/B & COVID-19 antigen (home-use version), Legionella antigen, and Clostridioides difficile antigen & toxin.
• ComBac disinfection series — Obtained Taiwan medical-device licenses for ortho-phthalaldehyde (OPA) high-level disinfectant and concentration test strips.
• Vstrip® rapid-test kit series — Obtained Guatemala medical-device license for Dengue NS1 antigen.

Other |

| | • Chlorhexidine Gluconate 2% Cloth for ICU—Executed Stage II of pivotal clinical trial.
• PanSolin film -coated tablets (for overactive bladder)—Taiwan filing: generic-drug registration submitted.
• PanMino tablets (for severe hypertension)—Taiwan filing: generic-drug registration submitted.
• D1236 (for secondary hyperparathyroidism)—Passed BE main study.
• OsteoUC® Capsule (for bone-loss prevention)—Taiwan filing: health-food permit submission. |
| --- | --- |
| 2026 | Cosmeceuticals + Anti-aging
• AmazLine® Absorbable Sutures — China filing: type-test report obtained; next stage is registration submission to China NMPA.
Diagnostics Medical Devices
• Vstrip® rapid-test kit series, respiratory 3-in-1 Flu A/B & COVID-19 antigen (home-use version)—channel deployment.
• Vstrip® Fecal Occult Blood & H. pylori antigen rapid-test kit—Taiwan filing: registration application.
• Vstrip® Colorimetric Reader (NANA)—Taiwan filing: registration application.
Other
• Chlorhexidine Gluconate 2% Cloth for ICU—Stage II pivotal clinical trial enrollment completed; entering EDC data-consolidation phase; registration submission to follow statistical analysis.
• Chlorhexidine Gluconate Solution 4% — Obtained generic-drug license. |

II. Business Plan for 2026

(I) Operational Policy

In line with the fundamental principles of sustainable development, the Company is guided by its mission of “health, sharing, and caring,” centering its activities on enhancing health and quality of life. We focus on developing the health industry, continuously pursuing innovative R&D, and expanding sales channels. Our mission is to provide innovative solutions for the diverse health needs of people at every stage of life. Our R&D direction revolves around four core areas: disease treatment, disease prevention, disease diagnosis, and anti-aging. Based on product attributes, channel characteristics, and corporate integration, the Company is organized into six business units: Professional Health, Lifestyle Health, Aesthetic Medicine & Anti-aging, Innovative Diagnostics, Innovative Medicine, and Overseas Business. Future operations will continue to invest in innovative R&D and build a diversified product portfolio. Through strategic directions such as “New Drug + API,” “Aesthetic Medicine + Anti-aging,” and “Home-Use Diagnostics,” the Company will expand revenue sources, enhance product added value, and improve overall gross margin structure—pursuing medium- and long-term growth and sustainable operations while balancing operational stability and risk management.

(II) Sales Expectation and its Basis

Looking ahead to 2026, the Company has set aggressive sales targets based on the latest R&D progress, historical sales records, and market trends. As new product technologies mature and commercialization deployments come online, sales growth in the relevant product lines is expected to accelerate.

(III) Major Production and Marketing Policies

Long-term R&D at the Core, Focusing on High-growth Medical Needs: Product development centers on disease diagnosis, treatment, prevention, and anti-aging. We continue to invest in innovative R&D,

strengthen differentiated technologies and patent portfolios, and create long-term value.

Vertical Integration of R&D and Manufacturing to Enhance Scale-up and Launch Efficiency: Through vertical integration of R&D, manufacturing, brand, and distribution, the Company accelerates product commercialization while ensuring stable quality and cost competitiveness.
Diversified Market and Sales Deployment: Our sales strategy is grounded in stabilizing the domestic market while gradually expanding into overseas markets based on product characteristics and regulatory progress. Through medical institutions, channel partnerships, and regional market deployment, the Company diversifies market concentration risk and enhances the diversity of revenue sources.
Supply Chain and Risk Management: In response to changes in raw materials, regulations, and market conditions, the Company continuously reviews supply chain stability and adopts multi-source supply and geographic diversification strategies to mitigate the impact of raw-material price volatility, regulatory adjustments, and external environmental changes on production, sales, and operations.

III. Future Development Strategies

(I) Disease Diagnosis

The Company's "Diagnostics" business focuses on developing forward-looking technologies and products. The Innovative Diagnostics Division, established in 2014, has actively developed technologies across various fields, including Multiplex Lateral-Flow Immunoassay (LFIA), Loop-Mediated Isothermal Amplification (LAMP), microfluidics, and IoT equipment. Through multi-dimensional applications and integration, the Company strengthens testing efficiency and accuracy, simplifies testing procedures, and optimizes medical-information management — meeting the needs of both professionals in medical institutions and lay-person end-users. In terms of product development, as of 2025 the Company has obtained TFDA approvals for multiple key products, including the Flu A/B & COVID-19 Antigen Rapid Test (professional and home-use versions), Flu A+B Antigen Rapid Test, Dengue NS1 Antigen Rapid Test, H. pylori Antigen Rapid Test, and Immunological Fecal Occult Blood Rapid Test. In addition to these products, the Company is expanding into chronic-disease testing, cancer testing, and cell-drug performance testing, preparing to better address the challenges of low birth rates and an aging population, while enhancing domestic diagnostic capacity and strengthening Taiwan's medical resilience. In terms of business expansion, starting from Taiwan, the Company has sold its products to major markets around the world, including North America, Latin America, Southeast Asia, and the Middle East. As the product portfolio continues to expand, further revenue growth is expected.

(II) Disease Treatment

For the kidney-disease drug market, the first-generation Nephoxil® primarily targets end-stage renal disease (ESRD) patients on dialysis, with strong market penetration in Korea. Internationally, the NDA in China is progressing in accordance with regulations, and in Thailand, DKSH supports channel expansion and market development. In Southeast Asia, Malaysia and the Philippines completed filings in 2024; the Philippines submitted responses and supplementary documents in 2025 pursuant to the regulator's comments, and Vietnam completed its NDA submission in 2025. The Company will continue to advance filings in line with each regulator's review timeline. In parallel, the Company is expanding Nephoxil® into the veterinary-medicine market (NephoPet) for cats and dogs with chronic kidney disease (approximately 340,000 animals in Taiwan's potential market), with clinical studies progressing steadily. For new-drug development, PBF-501 — a novel androgen-receptor-inhibitor acne treatment — is being advanced via the 505(b)(2) regulatory pathway, leveraging dermatological clinical resources for rapid introduction and accelerated development. PBF-502, a patented 3-in-1 new combination drug for sexual dysfunction, is being pursued under a dual-track “R&D + channel” strategy — advancing IND clinical formulation development and chemistry, manufacturing, and controls (CMC) on the R&D side to establish a robust technical barrier. The Greater China priority-licensing mechanism will be determined based on clinical results; in commercial deployment, the Company will leverage its established product channels in urology and sexual health.

(III) Anti-aging (Age-Defying & Age-Reversal)

Age-Reversal: (1) New Integrated Lifting Threads — Using proprietary mold integral forming technology, the product provides tensile strength exceeding 38.2N and is Taiwan's only domestically produced set integrating lifting threads with blunt-tip cannula. (2) Patented PLLA (poly-L-lactic acid) Microspheres — Featuring a 3D porous microsphere structure with diameters controlled at 30–100 µm, smooth surface, and dense internal structure. Benefits include rapid uniform dispersion, high injectability, and extremely low risk of nodule formation. The product offers full-layer injection capability, suitable for both superficial and deep dermal layers, and is positioned to capture share from traditional hyaluronic acid in the Taiwan market, with distribution channels being built in Hong Kong.
Age-Defying: (1) Exclusive Exosome + PRP — Combining proprietary extraction and activity-protection technology, the product overcomes room-temperature storage limitations and can be stored at room temperature for 3 years. It is positioned in the regenerative aesthetic medicine market. (2) Patented Multi-molecular Hyaluronic Acid — Uses thermal-cleavage technology to generate 9 different molecular weights, achieving multi-layer penetration and plumping effects. (3) Patented Mold-formed Microneedle Patches — Two-stage design (target layer + carrier layer) with precise control of needle length (450–600 µm) to deliver anti-aging ingredients at high density (169 needles/cm²) for precise, targeted delivery.

(IV) Disease Prevention

The Company continues to deepen its focus on public-health needs in the post-pandemic era, extending the infection-control product line from medical institutions to the long-term care system and home-care settings. We are accelerating the approval and launch of new-formulation skin-disinfection kits to fill the market gap in care for bedridden and post-operative patients, building a stable third profit pillar.

(V) Continuing to “Advance ESG,” Moving Toward Corporate Governance 3.0 and Sustainable Development

To implement sustainable development, the Company established a “Sustainable Development Committee” in 2022 as the dedicated body responsible for coordinating sustainability policies and implementation. As sustainability issues become increasingly intertwined with corporate operations, the Committee was elevated on August 12, 2025 from the General Manager's Office to a specialized committee reporting directly to the Board of Directors. The Committee's objective is to strengthen Board oversight of sustainable governance, with two overarching goals: “Sustainable Culture” and “Sustainable Growth.” Four functional teams support “Sustainable Culture”: the Environmental Sustainability Team, Social Responsibility Team, Corporate Governance Team, and Customer Care Team; and two functional teams support “Sustainable Growth”: the R&D Strategy Team and Organizational Strategy Team. The Executive Office of the Sustainable Development Committee regularly compiles implementation results and key issues and reports annually to the Board of Directors on sustainability progress to enhance the transparency and effectiveness of sustainability governance.

Sustainable Culture

(1) Environmental Sustainability Team — In response to the competent authority's “Sustainable Development Roadmap for Listed Companies,” the Company proactively planned and executed greenhouse gas inventories and third-party assurance, strengthening the foundations of environmental management. We continue to pursue energy conservation and carbon reduction (including inventory and verification), waste management, and green-product development. In July 2025, the Company completed its 2024 greenhouse gas inventory report in accordance with ISO 14064-1:2018, and in August 2025 published the 2024 Sustainability Report; both have been externally verified by the British Standards Institution (BSI). In product development, we continue to introduce lightweight designs and prioritize environmentally friendly materials to implement principles of green design and circular economy.

(2) Social Responsibility Team — In the area of corporate social responsibility, the Company continues

to care for underprivileged groups and rural healthcare, sponsoring the Eden Social Welfare Foundation and supporting symphony performances, promoting the healthy development of body, mind, and spirit, and striving toward a society of truth, goodness, and beauty. In alignment with the Company's overall sustainability strategy, the Team supports community outreach, corporate-image building, and employee-safety initiatives to fulfill corporate social responsibility.

(3) Corporate Governance Team — The Company upholds the interests of investors and shareholders through a sound and professional Board composition and a fair and independent independent-director system. The Corporate Governance Team is responsible for corporate-governance management, regulatory compliance, anti-corruption, supplier management, and corporate-information disclosure. In risk management, on November 12, 2024, the Board approved the "Risk Management Policy and Procedures," covering major risk identification, risk analysis, monitoring and response, and risk reporting and disclosure, thereby strengthening the risk-management framework. Based on the principle of materiality, the Company conducts risk assessments of environmental, social, and governance issues relevant to its operations and establishes related risk-management policies and strategies. On November 11, 2025, the Board approved the revised "Sustainable Development Best Practice Principles."

(4) Customer Care Team — Ensures product quality and service, builds strong customer relationships, protects consumer health and interests, and delivers customer service, thereby enhancing customer satisfaction and brand reputation, and securing long-term trust and sustainable development with customers.

2. Sustainable Growth

(1) R&D Strategy Team — To strengthen the Company's core competitiveness and ensure the safety and compliance of R&D activities, the R&D Strategy Team is responsible for planning and overseeing safe R&D strategies, supervising R&D goals, and managing R&D outcomes.

(2) Organizational Strategy Team — In response to changes in the external operating environment and the Company's medium- and long-term development needs, the Organizational Strategy Team is responsible for coordinating organizational growth strategies, organizational development goals, operating performance, and sustainable operations management, to ensure stable operations and continuously improve organizational effectiveness.

IV. Effect of External Competitive Environment, Regulatory Environment, and Overall Business Environment

Facing global pharmaceutical supply-chain restructuring, raw-material price volatility, and continuing adjustments to National Health Insurance drug prices, the profit margin of the traditional pharmaceutical industry is increasingly compressed. In response to this challenging external environment, the Company is convinced that only through continuously optimizing pharmaceutical quality, implementing PIC/S GMP standards, and strengthening innovative R&D can it consolidate its market position. The Company remains committed to deepening the development of internationally patented new drugs and global channel deployment. In addition to the steady revenue contribution of its flagship product Nephoxil®, the Company is actively deepening its "API-to-formulation" vertical-integration strategy. By controlling key upstream raw materials and strengthening supply-chain resilience, the Company effectively manages costs and improves gross margin, thereby building a strong competitive moat against the fierce competition of the generic-drug market.

Looking ahead, in addition to consolidating the foundations of its core business, new-drug development will continue to focus on new formulations and new-indication expansion, extending product life cycles and creating higher value. On the broader business-environment front, Taiwan officially entered a "super-aged society" in 2025, and as the population ages, medical demand is shifting from simple disease treatment toward "preventive medicine" and "holistic health management." The Company will precisely align with this demographic trend, integrating its four core businesses — pharmaceuticals, precision diagnostics, aesthetic medicine, and nutritional supplements — and actively deploying in the anti-aging and chronic-disease

management markets. Our goal is not only to treat disease, but also to realize the vision of “Healthy Aging,” helping people maintain their optimal physiological functions and outward vitality, and achieving a long life and a life well-lived.

We firmly believe that, under the strategic leadership of the Board of Directors and the execution of all employees, the Company will respond flexibly to changing conditions, implement its ESG sustainability objectives, and — while delivering stable financial performance — create maximum value for shareholders' equity and social welfare.

Chairman: Chang, Lee-Chiou

General Manager: Chiang, Chung-Ming

Vice President of Finance: Wang, Feng-Jen

Accounting Manager: Chiu, Mei-Lun

Appendix II

Panion & BF Biotech Inc.

Audit Committee’s Review Report

To: Panion & BF Biotech Inc. 2026 Annual General Meeting of Shareholders Following the issuance of the Company’s parent company only and consolidated financial statements, business report, and earnings appropriation plan for 2025 by the Board of Directors, KPMG Taiwan has been entrusted to audit the Company’s parent company only and consolidated financial statements, and issued an audit report with an unqualified opinion. No discrepancies have been observed in the abovementioned parent company only and consolidated financial statements, business report, and earnings appropriation plan upon review by the Audit Committee. Therefore, this report is issued in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.

Convener of the Audit Committee : Chang, Yun Peng

March 4, 2026

Independent Auditors' Report

To the Board of Directors of PANION & BF BIOTECH INC.:

Opinion

We have audited the consolidated financial statements of PANION & BF BIOTECH INC. and its subsidiaries (“the Group”), which comprise the consolidated balance sheet as of December 31, 2025 and 2024, the consolidated statement of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of material policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of 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 with the International Financial Reporting Standards ("IFRSs"), International Accounting Standards ("IASs"), interpretation as well as related guidance endorsed by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Revenue recognition

Please refer to notes 4(n) and 6(o) for the related disclosures on revenue recognition.

Description of key audit matter:

Revenue is one of the key performance indicators for evaluating the financial and operational performance of the Group. The risk for the revenue being recognized in an incorrect period or being recognized with incorrect amounts presents a material misstatement to the consolidated financial statements. Therefore, revenue recognition was considered one of the key audit matters in our audit.

4-1

How the matter was addressed in our audit:

Testing the effectiveness of the internal control over sales and receivable collection processes, including the evaluation of when to recognize the revenue from those significant contracts with customers; evaluating the sales to the top ten customers by considering the product type, the significant unusual changes in their receivables turnover ratio, and the changes, such as amount and ranking, in the current period to the last quarter, and to the same period in the prior year; selecting sales transactions within a period before and after the year-end, and vouching them with the related supporting documents to evaluate whether the revenue has been recognized in the correct accounting period and assess if the significant sales returns and allowances occur in the subsequent period.

Subsequent measurement of inventories

Please refer to notes 4(h), 5 and 6(c) for the related disclosures on subsequent measurement of inventories.

Description of key audit matter:

The inventories of the Group are mainly pharmaceutical drugs, health supplements, chemical products and test reagents. The products may be outdated or no longer meet the market demand due to the rapid development of new products. In addition, the price competition in the same industry, and the demand on related products and their prices which may fiercely fluctuate, may result in a risk wherein the cost of inventories may exceed its net realizable value. The subsequent measurement of inventories relies on the management's subjective judgment using internal and external evidences. Therefore, the subsequent measurement of inventories was considered one of the key audit matters in our audit.

How the matter was addressed in our audit:

Assessing the rationality of accounting policy for inventory subsequent measurement; obtaining the documents on inventory subsequent measurement to determine whether they are in compliance with the accounting policy; understanding the rationality of sales prices adopted by the management, selecting samples and verifying the accuracy of net realizable value of inventories by examining relevant documents, and determining the reasonableness of the inventory provision recognized by the management.

Other Matter

The Company has prepared its parent company only financial statements as of and for the years ended December 31, 2025 and 2024, on which we have issued an unmodified opinion.

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

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

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 members of the Audit Committee) are responsible for overseeing the Group's financial reporting process.

4-2

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with 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 Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated financial statements whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

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.

4-3

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 for the year ended December 31, 2025 and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors' report are Wu, Chia-Han and Yin, Yuan-Sheng.

KPMG

Taipei, Taiwan (Republic of China)

March 4, 2026

Notes to Readers

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

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

(English Translation of Consolidated Financial Statements Originally Issued in Chinese)

PANION & BF BIOTECH INC. AND SUBSIDIARIES

Consolidated Statements of Financial Position

December 31, 2025 and 2024

(Expressed in Thousands of New Taiwan Dollars)

Assets	December 31, 2025		December 31, 2024
	Amount	%	Amount	%
Current assets:
1100 Cush and cash equivalents (note 6(a))	$ 460,316	14	558,371	17
1150 Notes receivable (notes 6(b) and (o))	111,188	3	101,505	3
1160 Notes receivable – related parties (notes 6(b), (o) and 7)	28,975	1	37,640	1
1170 Accounts receivable, net (notes 6(b) and (o))	194,739	6	207,809	7
1180 Accounts receivable – related parties (notes 6(b), (o) and 7)	29,955	1	19,320	1
1200 Other receivables	496	-	1,615	-
1220 Current income tax assets	56,721	2	32,807	1
130x Inventories (note 6(c))	568,156	17	526,928	16
1410 Prepayments	14,686	1	22,943	1
1479 Other current assets	1,593	-	1,519	-
Total current assets	1,466,825	45	1,510,457	47
Non-current assets:
1510 Financial assets measured at fair value through profit and loss – non-current (note 6(d))	5,745	-	33,379	1
1600 Property, plant and equipment (notes 6(f) and 8)	1,645,820	51	1,594,265	50
1755 Right-of-use assets (note 6(g))	46,906	1	19,625	1
1780 Intangible assets (note 6(h))	14,394	1	8,057	-
1840 Deferred tax assets (note 6(l))	25,579	1	25,170	1
1915 Prepayments for equipment	-	-	13	-
1920 Refundable deposits	19,957	1	17,039	-
1975 Net defined benefit asset – non-current (note (k))	1,461	-	-	-
Total non-current assets	1,759,862	55	1,697,548	53
Liabilities and Equity	December 31, 2025		December 31, 2024
---	---	---	---	---
	Amount	%	Amount	%
Current liabilities:
Short-term loans (notes 6(i) and 8)	$ 420,000	13	500,000	16
Accounts payable	162,553	5	153,282	5
Other payables (notes 6(p) and 7)	296,682	9	273,264	9
Current income tax liabilities	1,508	-	1,962	-
Current lease liabilities (note 6(j))	20,233	1	11,947	-
Current portion of long-term loans (notes 6(i) and 8)	49,559	1	39,543	1
Other current liabilities	59,242	2	47,470	1
Total current liabilities	1,009,777	31	1,027,468	32
Non-Current liabilities:
Long-term loans (notes 6(i) and 8)	130,583	4	145,143	5
Deferred tax liabilities (note 6(l))	74,946	2	74,317	2
Non-current lease liabilities (note 6(j))	27,329	1	8,229	-
Net defined benefit liability – non-current (note 6(k))	424	-	2,211	-
Guarantee deposits	3,931	-	4,172	-
Credit balance of investments accounted for using equity method (notes 6(e) and 9)	25,035	1	24,285	1
Total non-current liabilities	262,248	8	258,357	8
Total liabilities	1,272,025	39	1,285,825	40
Equity attributable to owners of parent (note 6(m)):
Common stock	857,391	27	857,391	27
Capital surplus	770,859	24	806,869	25
Retained earnings:
Legal reserve	114,112	4	101,004	3
Special reserve	37,371	1	37,371	1
Unappropriated earnings	196,163	6	134,982	4
Subtotal	347,646	11	273,357	8
Other equity:
Foreign currency translation differences for foreign operations	(21,234)	(1)	(15,437)	-
Total equity	1,954,662	61	1,922,180	60
Total liabilities and equity	$ 3,226,687	100	$ 3,208,005	100

1xxx Total assets

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) PANION & BF BIOTECH INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2025 and 2024

(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Common Share)

	2025		2024
		Amount	%	Amount	%
4000	Operating revenue (notes 6(o), 7 and 9)	$ 2,063,392	100	2,029,645	100
5000	Operating costs (notes 6(c), (k) and 9)	946,541	46	959,373	47
	Gross profit	1,116,851	54	1,070,272	53
5910	Less: Net Change in unrealized profit from intercompany sales	-	-	9,835	-
5900	Gross profit	1,116,851	54	1,060,437	53
6000	Operating expenses (notes 6(b), (k) and 7):
6100	Selling expenses	437,041	21	456,210	22
6200	Administrative expenses	175,652	9	162,005	8
6300	Research and development expenses	195,459	9	236,881	12
6450	(Reversal of) expected credit losses	851	-	(325)	-
	Total operating expenses	809,003	39	854,771	42
6900	Operating income	307,848	15	205,666	11
7000	Non-operating income and expenses (notes 6(e), (j) and (q)):
7100	Interest income	4,189	-	7,437	-
7010	Other income	4,485	-	14,059	-
7020	Other gains and losses	(10,790)	-	13,730	-
7050	Finance costs	(14,343)	(1)	(15,022)	-
7370	Share of gains (losses) of joint ventures	2,646	-	(8,435)	-
	Total non-operating income and expenses	(13,813)	(1)	11,769	-
	Profit from continuing operations before tax	294,035	14	217,435	11
7950	Less: Income tax expenses (note 6(l))	103,866	5	92,912	4
	Net income	190,169	9	124,523	7
8300	Other comprehensive income (loss) (notes 6(e), (k) and (l)):
8310	Items that will not be reclassified subsequently to profit or loss
8311	Gains on remeasurements of defined benefit plans	3,050	-	8,198	-
8349	Less: income tax related to items that will not be reclassified subsequently to profit or loss	610	-	1,640	-
	Total items that will not be reclassified subsequently to profit or loss	2,440	-	6,558	-
8360	Items that may be reclassified subsequently to profit or loss
8361	Foreign currency translation differences for foreign operations	(2,401)	-	5,769	-
8370	Share of other comprehensive income of joint ventures	(3,396)	-	2,859	-
8399	Less: income tax related to items that will be reclassified subsequently to profit or loss	-	-	-	-
	Total items that may be reclassified subsequently to profit or loss	(5,797)	-	8,628	-
8300	Other comprehensive income, net of tax	(3,357)	-	15,186	-
	Total comprehensive income	$ 186,812	9	139,709	7
	Earnings per share (note 6(n))
9710	Basic earnings per share (expressed in New Taiwan dollars)	$ 2.22		1.45
9810	Diluted earnings per share (expressed in New Taiwan dollars)	$ 2.21		1.45

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) PANION & BF BIOTECH INC. AND SUBSIDIARIES

Consolidated Statements of Changes in Equity

For the years ended December 31, 2025 and 2024

(Expressed in Thousands of New Taiwan Dollars)

Balance at January 1, 2024

Appropriation and distribution:

Legal reserve

Cash dividends

Cash dividends from capital surplus

Net income for the year

Other comprehensive income for the year

Total comprehensive income for the year

Balance at December 31, 2024

Appropriation and distribution:

Legal reserve

Cash dividends

Cash dividends from capital surplus

Net income for the year

Other comprehensive income for the year

Total comprehensive income for the year

Balance at December 31, 2025

Common stock	Capital surplus	Retained earnings				Foreign currency translation differences for foreign operations	Total equity
		Legal reserve	Special reserve	Unappropriated earnings	subtotal
$ 857,391	866,887	93,237	37,371	80,259	210,867	(24,065)	1,911,080
-	-	7,767	-	(7,767)	-	-	-
-	-	-	-	(68,591)	(68,591)	-	(68,591)
-	(60,018)	-	-	-	-	-	(60,018)
-	-	-	-	124,523	124,523	-	124,523
-	-	-	-	6,558	6,558	8,628	15,186
-	-	-	-	131,081	131,081	8,628	139,709
857,391	806,869	101,004	37,371	134,982	273,357	(15,437)	1,922,180
-	-	13,108	-	(13,108)	-	-	-
-	-	-	-	(118,320)	(118,320)	-	(118,320)
-	(36,010)	-	-	-	-	-	(36,010)
-	-	-	-	190,169	190,169	-	190,169
-	-	-	-	2,440	2,440	(5,797)	(3,357)
-	-	-	-	192,609	192,609	(5,797)	186,812
$ 857,391	770,859	114,112	37,371	196,163	347,646	(21,234)	1,954,662

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) PANION & BF BIOTECH INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the years ended December 31, 2025 and 2024

(Expressed in Thousands of New Taiwan Dollars)

	2025	2024
Cash flows from operating activities:
Income before tax	$ 294,035	217,435
Adjustments:
Adjustments to reconcile profit and loss
Depreciation expense	134,944	160,328
Amortization expense	3,475	4,096
(Reversal of) expected credit loss	851	(325)
Net gain on financial assets measured at fair value through profit or loss	(237)	(1,458)
Interest expense	14,343	15,022
Interest income	(4,189)	(7,437)
Dividend income	-	(3,019)
Share of losses (profits) of joint ventures accounted for using equity method	(2,646)	8,435
Loss on disposal of property, plant and equipment	129	102
Net changes in unrealized profit from intercompany sales	-	9,835
Gain on lease modification	(109)	(689)
Total adjustments to reconcile profit and loss	146,561	184,890
Changes in operating assets and liabilities relating:
Net changes in operating assets:
Notes receivable	(9,683)	(9,396)
Notes receivable—related parties	8,665	(12,063)
Accounts receivable	11,713	10,577
Accounts receivable—related parties	(10,635)	(5,860)
Other receivables	1,119	3,432
Inventories	(41,954)	12,620
Prepayments	7,815	13,632
Other current assets	(61)	7,361
Net defined benefit asset	(302)	-
Total changes in operating assets	(33,323)	20,303
Changes in operating liabilities:
Accounts payable	9,265	19,799
Other payables	9,874	32,025
Other current liabilities	11,811	(531)
Net defined benefit liability	103	(90)
Total net changes in operating liabilities	31,053	51,203
Total net changes in operating assets and liabilities	(2,270)	71,506
Total adjustments	144,291	256,396
Cash generated from operations	438,326	473,831
Income taxes paid	(128,755)	(122,643)
Net cash flows from operating activities	309,571	351,188
Cash flows from investing activities:
Acquisition of financial assets measured at fair value through profit or loss	(2,499)	-
Proceeds from disposal of financial assets measured at fair value through profit or loss	30,370	35,622
Acquisition of investments accounted for using equity method	-	(22,433)
Acquisition of property, plant and equipment	(148,339)	(185,694)
Proceeds from disposal of property, plant and equipment	-	112
Increase in refundable deposits	(2,916)	-
Decrease in refundable deposits	-	3,165
Acquisition of intangible assets	(10,000)	-
Decrease in prepayments for equipment	13	-
Interest received	4,189	7,437
Dividends received	-	3,019
Net cash flows used in investing activities	(129,182)	(158,772)
Cash flows from financing activities:
Increase in short-term loans	920,000	1,205,000
Decrease in short-term loans	(1,000,000)	(1,240,000)
Proceeds from long-term loans	35,000	59,240
Repayments of long-term loans	(39,544)	(15,314)
Guarantee deposits refunded	(234)	(6,115)
Repayment of the principal portion of lease liabilities	(23,741)	(30,098)
Cash dividends paid	(154,330)	(128,609)
Interest paid	(15,053)	(14,610)
Net cash flows used in financing activities	(277,902)	(170,506)
Effect of exchange rates on cash and cash equivalents	(542)	1,836
Net increase (decrease) in cash and cash equivalents	(98,055)	23,746
Cash and cash equivalents, beginning of year	558,371	534,625
Cash and cash equivalents, end of year	$ 460,316	558,371

Independent Auditors' Report

To the Board of Directors of PANION & BF BIOTECH INC.:

Opinion

We have audited the accompanying parent company only financial statements of PANION & BF BIOTECH INC. ("the Company"), which comprise the statements of financial position as of December 31, 2025 and 2024, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the parent company only financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the accompanying financial position of the Company as of December 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Revenue recognition

Please refer to notes 4(n) and 6(o) for the related disclosures on revenue recognition.

Description of key audit matter:

Revenue is one of the key performance indicators for evaluating the financial and operational performance of the Company. The risk for the revenue being recognized in an incorrect period or being recognized with incorrect amounts presents a material misstatement to the parent company only financial statements. Therefore, revenue recognition was considered one of the key audit matters in our audit.

3-1

How the matter was addressed in our audit:

Subsequent measurement of inventories

Please refer to notes 4(g), 5 and 6(c) for the related disclosures on subsequent measurement of inventories.

Description of key audit matter:

The inventories of the Company are mainly pharmaceutical drugs, health supplements, chemical products and test reagents. The products may be outdated or no longer meet the market demand due to the rapid development of new products. In addition, the price competition in the same industry, and the demand on related products and their prices which may fiercely fluctuate, may result in a risk wherein the cost of inventories may exceed its net realizable value. The subsequent measurement of inventories relies on the management's subjective judgment using internal and external evidences. Therefore, the subsequent measurement of inventories was considered one of the key audit matters in our audit.

How the matter was addressed in our audit:

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

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

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

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

3-2

Auditors' Responsibilities for the Audit of the Financial Statements

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

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

Identify and assess the risks of material misstatement of the parent company only financial statements whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit.

3-3

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 for the year ended December 31, 2025 and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors' report are Wu, Chia-Han and Yin, Yuan-Sheng.

KPMG

Taipei, Taiwan (Republic of China)

March 4, 2026

Notes to Readers

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

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

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)

PANION & BF BIOTECH INC.

Parent Company Only Statements of Financial Position

December 31, 2025 and 2024

(Expressed in Thousands of New Taiwan Dollars)

Assets	December 31, 2025		December 31, 2024		Liabilities and Equity	December 31, 2025		December 31, 2024
		Amount	%	Amount			%	Amount	%	Amount	%
Current assets:						Current liabilities:
1100	Cash and cash equivalents (note 6(a))	$ 347,601	14	426,667	16	2100	Short-term loans (notes 6(i) and 8)	$ 90,000	3	240,000	9
1151	Notes receivable (notes 6(b) and (o))	111,188	5	101,141	4	2170	Accounts payable (note (7))	155,401	6	145,822	6
1161	Notes receivable – related parties (notes 6(b), (o) and (7))	28,975	1	37,640	2	2180	Accounts payable – related parties	5,169	-	-	-
1170	Accounts receivable, net (notes 6(b) and (o))	159,834	6	169,187	6	2200	Other payables (notes 6(l), (p) and (7))	252,112	10	215,838	8
1181	Accounts receivable – related parties (notes 6(b), (o) and (7))	30,285	1	19,809	1	2230	Current tax liabilities	652	-	1,962	-
1200	Other receivables	496	-	510	-	2280	Current lease liabilities (note 6(j))	7,926	1	8,906	-
1220	Current income tax assets	56,417	2	30,088	1	2399	Other current liabilities	55,799	2	43,534	2
130x	Inventories (note 6(c))	328,600	13	316,262	12		Total current liabilities	567,059	22	656,062	25
1410	Prepayments	11,747	-	10,607	-	Non-Current liabilities:
	Total current assets	1,075,143	42	1,111,911	42	2570	Deferred tax liabilities (note 6(l))	21,575	1	20,946	1
	Non-current assets:					2580	Non-current lease liabilities (note 6(j))	13,620	-	8,170	-
1510	Financial assets measured at fair value through profit and loss – non-current (note 6(d))	5,745	-	2,728	-	2640	Net defined benefit liability – non-current (note 6(k))	-	-	1,986	-
1550	Investments accounted for using equity method (note 6(e))	731,513	28	825,757	32	2650	Guarantee deposits	1,420	-	1,171	-
1600	Property, plant and equipment (notes 6(f) and 8)	697,255	27	639,952	24		Credit balance of investments accounted for using equity method (notes 6(e) and 9)	25,035	1	24,285	1
1755	Right-of-use assets (note 6(g))	21,081	1	16,565	1		Total non-current liabilities	61,650	2	56,558	2
1780	Intangible assets (note 6(h))	10,089	-	323	-		Total liabilities	628,709	24	712,620	27
1840	Deferred tax assets (note 6(l))	25,555	1	25,165	1	Equity attributable to owners of parent (note 6(m)):
1915	Prepayments for equipment	-	-	-	-	3110	Common stock	857,391	33	857,391	33
1920	Refundable deposits	15,529	1	12,399	-	3200	Capital surplus	770,859	30	806,869	31
1975	Net defined benefit asset – non-current (note 6(k))	1,461	-	-	-	Retained earnings:
	Total non-current assets	1,508,228	58	1,522,889	58	3310	Legal reserve	114,112	4	101,004	4
						3320	Special reserve	37,371	2	37,371	1
						3350	Unappropriated earnings	196,163	8	134,982	5
							Subtotal	347,646	14	273,357	10
						Other equity:
						3410	Foreign currency translation differences for foreign operations	(21,234)	(1)	(15,437)	(1)
							Total equity	1,954,662	76	1,922,180	73
1xxx	Total assets	$ 2,583,371	100	2,634,800	100	Total liabilities and equity		$ 2,583,371	100	2,634,800	100

See accompanying notes to parent company only financial statements.

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)
PANION & BF BIOTECH INC.
Parent Company Only Statements of Comprehensive Income
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Common Share)

	2025		2024
		Amount	%	Amount	%
4000	Operating revenue (notes 6(o) and (7))	$ 1,817,161	100	1,783,820	100
5000	Operating costs (notes 6(c), (k), (7) and 9)	690,984	38	683,919	39
	Gross profit	1,126,177	62	1,099,901	61
5910	Less: Net Change in unrealized profit from intercompany sales	(1,155)	-	9,726	-
5900	Gross profit	1,127,332	62	1,090,175	61
6000	Operating expenses (notes 6(b), (k) and (7)):
6100	Selling expenses	414,433	23	410,099	23
6200	Administrative expenses	149,947	8	129,875	7
6300	Research and development expenses	181,023	10	219,933	12
6450	(Reversal of) expected credit losses	1,084	-	(17)	-
	Total operating expenses	746,487	41	759,890	42
6900	Operating income	380,845	21	330,285	19
7000	Non-operating income and expenses (notes 6(d), (e), (q) and (7)):
7100	Interest income	3,724	-	6,681	-
7010	Other income	11,379	-	16,523	1
7020	Other gains and losses	(8,816)	-	12,917	-
7050	Finance costs	(3,651)	-	(5,425)	-
7375	Share of losses of subsidiaries and joint ventures	(90,276)	(5)	(143,724)	(8)
	Total non-operating income and expenses	(87,640)	(5)	(113,028)	(7)
	Profit from continuing operations before tax	293,205	16	217,257	12
7950	Less: Income tax expenses (note 6(l))	103,036	6	92,734	4
	Net income	190,169	10	124,523	8
8300	Other comprehensive income (loss) (notes 6(e), (k) and (l)):
8310	Items that will not be reclassified subsequently to profit or loss
8311	Gains on remeasurements of defined benefit plans	3,145	-	8,227	-
8330	Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss	(76)	-	(24)	-
8349	Less: income tax related to items that will not be reclassified subsequently to profit or loss	629	-	1,645	-
	Total items that will not be reclassified subsequently to profit or loss	2,440	-	6,558	-
8360	Items that may be reclassified subsequently to profit or loss
8361	Foreign currency translation differences for foreign operations	(2,401)	-	5,769	-
8380	Share of other comprehensive income of joint ventures	(3,396)	-	2,859	-
8399	Less: income tax related to items that will be reclassified subsequently to profit or loss	-	-	-	-
	Total items that may be reclassified subsequently to profit or loss	(5,797)	-	8,628	-
8300	Other comprehensive income, net of tax	(3,357)	-	15,186	-
	Total comprehensive income	$ 186,812	10	139,709	8
	Earnings per share (note 6(n))
9710	Basic earnings per share (expressed in New Taiwan dollars)	$ 2.22		1.45
9810	Diluted earnings per share (expressed in New Taiwan dollars)	$ 2.21		1.45

See accompanying notes to parent company only financial statements.

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)
PANION & BF BIOTECH INC.
Parent Company Only Statements of Changes in Equity
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)

Balance at January 1, 2024

Appropriation and distribution:
Legal reserve
Cash dividends
Cash dividends from capital surplus
Net income for the year
Other comprehensive income for the year
Total comprehensive income for the year
Balance at December 31, 2024

Common stock	Capital surplus	Retained earnings				Foreign currency translation differences for foreign operations	Total equity
		Legal reserve	Special reserve	Unappropriated earnings	subtotal
$ 857,391	866,887	93,237	37,371	80,259	210,867	(24,065)	1,911,080
-	-	7,767	-	(7,767)	-	-	-
-	-	-	-	(68,591)	(68,591)	-	(68,591)
-	(60,018)	-	-	-	-	-	(60,018)
-	-	-	-	124,523	124,523	-	124,523
-	-	-	-	6,558	6,558	8,628	15,186
-	-	-	-	131,081	131,081	8,628	139,709
857,391	806,869	101,004	37,371	134,982	273,357	(15,437)	1,922,180
-	-	13,108	-	(13,108)	-	-	-
-	-	-	-	(118,320)	(118,320)	-	(118,320)
-	(36,010)	-	-	-	-	-	(36,010)
-	-	-	-	190,169	190,169	-	190,169
-	-	-	-	2,440	2,440	(5,797)	(3,357)
-	-	-	-	192,609	192,609	(5,797)	186,812
$ 857,391	770,859	114,112	37,371	196,163	347,646	(21,234)	1,954,662

See accompanying notes to parent company only financial statements.

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) PANION & BF BIOTECH INC.

Parent Company Only Statements of Cash Flows

For the years ended December 31, 2025 and 2024

(Expressed in Thousands of New Taiwan Dollars)

	2025	2024
Cash flows from operating activities:
Income before tax	$ 293,205	217,257
Adjustments:
Adjustments to reconcile profit and loss
Depreciation expense	85,364	100,284
Amortization expense	234	560
(Reversal of) expected credit loss	1,084	(17)
Net gain on financial assets measured at fair value through profit or loss	(518)	(458)
Interest expense	3,651	5,425
Interest income	(3,724)	(6,681)
Dividend income	-	(1,005)
Share of losses of subsidiaries and joint ventures accounted for using equity method	90,276	143,724
Net changes in unrealized profit from intercompany sales	(1,155)	9,726
Gain on lease modification	(107)	-
Total adjustments to reconcile profit and loss	175,105	251,558
Changes in operating assets and liabilities relating:
Net changes in operating assets:
Notes receivable	(10,047)	(9,032)
Notes receivable—related parties	8,665	(12,063)
Accounts receivable	8,269	(5,970)
Accounts receivable—related parties	(10,476)	(4,155)
Other receivables	14	2,684
Inventories	(12,338)	8,454
Prepayments	(1,140)	2,275
Other current assets	-	120
Net defined benefit asset	(302)	-
Total net changes in operating assets	(17,355)	(17,687)
Net changes in operating liabilities:
Accounts payable	9,579	15,412
Accounts payable—related parties	5,169	-
Other payables	16,354	20,186
Other current liabilities	12,265	(2,078)
Net defined benefit liability	-	(169)
Total net changes in operating liabilities	43,367	33,351
Total net changes in operating assets and liabilities	26,012	15,664
Total adjustments	201,117	267,222
Cash inflow generated from operations	494,322	484,479
Income taxes paid	(131,065)	(117,913)
Net cash flows from operating activities	363,257	366,566
Cash flows from investing activities:
Acquisition of financial assets measured at fair value through profit or loss	(2,499)	-
Proceeds from disposal of financial assets measured at fair value through profit or loss	-	19,950
Acquisition of investments accounted for using equity method	-	(72,433)
Acquisition of property, plant and equipment	(112,161)	(75,063)
Increase in refundable deposits	(3,130)	-
Decrease in refundable deposits	-	2,168
Acquisition of intangible assets	(10,000)	-
Interest received	3,724	6,681
Dividends received	-	1,005
Net cash flows used in investing activities	(124,066)	(117,692)
Cash flows from financing activities:
Increase in short-term loans	330,000	710,000
Decrease in short-term loans	(480,000)	(790,000)
Guarantee deposits received	249	-
Guarantee deposits refunded	-	(6,218)
Repayment of the principal portion of lease liabilities	(10,342)	(11,757)
Cash dividends paid	(154,330)	(128,609)
Interest paid	(3,809)	(5,663)
Net cash flows from financing activities	(318,232)	(232,247)
Effect of exchange rates on cash and cash equivalents	(25)	7
Net increase (decrease) in cash and cash equivalents	(79,066)	16,634
Cash and cash equivalents, beginning of year	426,667	410,033
Cash and cash equivalents, end of year	$ 347,601	426,667

See accompanying notes to parent company only financial statements.

Appendix IV

Panion & BF Biotech Inc.

Earnings Distribution Table

for 2025

Unit: NT$

Item	Amount
Unappropriated Retained Earnings at beginning of period	3,553,614
Add: Net Income of 2025	190,169,440
Add:Gain on remeasurements of defined benefit plans	2,439,499
Appropriable earnings	196,162,553
Less:
Legal Reserve (10%)	19,260,894
Distribution Item
Cash Dividends to Common Share Holders (NT$1.80 per share)	154,330,224
Unappropriated Retained Earnings at end of period	22,571,435

Chairman: Chang, Lee-Chiou

General Manager: Chiang, Chung-Ming

Vice President of Finance: Wang, Feng-Jen

Accounting Manager: Chiu, Mei-Lun

Appendix V

Panion & BF Biotech Inc.

Content of Release from Non-Competition Restrictions

No.	Director (Independent Director) Name	Name and Position of Concurrent Positions at Other Companies
1	Chang, Lee-Chiou	1. Asia Polymer Corporation – Independent Director
2. Repurgenesis Co., Ltd.. – Director
2	Panion Investment Co., Ltd.
Representative: Liu, Hung-Chih	1. J.O. Corporation. – Director
2. Sun Ten Pharmaceutical Co., Ltd. – Supervisor
3. Sun Ten International Investment Co., Ltd. – Supervisor
4. Panion Investment Co., Ltd. – Director
5. SunTen Natureceutica Co., Ltd. – Supervisor
6. Healtdeva Company LTD.. – Director
3	BlackWood Capital Co., Ltd.
Representative: Tseng, Tien-Szu	1. Dr. Ageless Inc. – Chairman
4	Chang, Yun-Peng	1. Taishin International Commercial Bank – Director
2. TCI Co., Ltd. – Independent Director
5	Li, Chang Yen	Chubb Life Insurance Taiwan Company. – Chairman

Panion & BF Biotech Inc.
Appendix VI

Articles of Incorporation

Chapter 1 General Provisions

Article 1 The Company is organized and incorporated as a company limited by shares in accordance with the Company Act of the Republic of China (Taiwan), and shall be named “寶齡富錦生技股份有限公司” in the Chinese language and “Panion & BF Biotech Inc.” in the English language.

Article 2 The scope of business engaged in by the Company is listed as follows:

I. C80204 Manufacture of Drugs and Medicines
II. F108021 Wholesale of Western Pharmaceutical
III. F208021 Retail Sale of Western Pharmaceutical
IV. F208050 Retail Over-the-counter Drugs Class B
V. CF01011 Medical Devices Manufacturing
VI. F108031 Wholesale of Medical Devices
VII. F208031 Retail Sale of Medical Apparatus
VIII. C802100 Cosmetics Manufacturing
IX. F108040 Wholesale of Cosmetics
X. F208040 Retail sale of Cosmetics
XI. C801010 Basic Chemical Industrial
XII. C801990 Other Chemical Materials Manufacturing
XIII. F107200 Wholesale of Chemical Feedstock
XIV. F207200 Retail Sale of Chemical Feedstock
XV. C802990 Other Chemical Products Manufacturing
XVI. F107990 Wholesale of Other Chemical Products
XVII. F207990 Retail Sale of Other Chemical Products
XVIII. C802080 Environmental Agents Manufacturing
XIX. F107080 Wholesale of Environmental Agents
XX. F207080 Retail Sale of Environmental Agents
XXI. F401010 International Trade
XXII. C199990 Manufacture of Other Food Products Not Elsewhere Classified
XXIII. F102170 Wholesale of Foods and Groceries
XXIV. F203010 Retail Sale of Food, Grocery and Beverage
XXV. F121010 Wholesale of Food Additives
XXVI. F221010 Retail of Food Additives
XXVII. C103050 Manufacturing of Canning, Freezing, Dehydration, Pickled of Food
XXVIII. C106010 Grain Husking, Manufacture of Grain Mill Products, Starches and Starch Products
XXIX. C110010 Beverage Manufacturing
XXX. I101090 Food Consulting
XXXI. C802090 Manufacture of Cleaning Preparations
XXXII. F107030 Wholesale of Cleaning Supplies
XXXIII. F207030 Retail Sale of Cleaning Supplies
XXXIV. C201010 Feed Manufacturing
XXXV. F103010 Wholesale of Animal Feeds
XXXVI. F202010 Retail Sale of Feeds
XXXVII. C802060 Veterinary Drug Manufacturing
XXXVIII. F107070 Wholesale of Veterinary Drugs
XXXIX. F207070 Retail Sale of Veterinary Drugs
XL. C201020 Pet Food Processing

XLI. F106060 Wholesale of Pet Food and Supplies
XLII. F206050 Retail Sale of Pet Food and Supplies
XLIII. J101020 Pest Control
XLIV. IG01010 Biotechnology Services
XLV. IC01010 Medicine Inspection
XLVI. F199990 Other Wholesale Trade
XLVII. F299990 Retail Sale of Other Products
XLVIII. F399040 Retail Sale No Storefront
XLIX. IZ06010 Tally Packaging
L. F601010 Intellectual Property Rights
LI. ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.

Article 2-1 The Company may provide endorsements and guarantees for business needs in accordance with the Company's Procedures for Endorsements and Guarantees.

Article 3 The Company has established its head office in Taipei City and may set up branches in other appropriate locations at home and abroad when necessary upon approval by the Board of Directors.

Article 4 The Company shall make announcements in accordance with Article 28 of the Company Act and the regulations promulgated by the competent authority in charge of securities management.

Article 4-1 When the Company intends to cancel the public offering of its shares, a resolution from the shareholders' meeting shall be required in order to do so. No changes shall be made to this provision when the Company's shares are listed on the emerging stock market, the stock exchange market or the over-the-counter market.

Chapter 2 Shares

Article 5 The total capital of the Company is NT$1,000,000,000, which is divided into 100 million shares at a par value of NT$10 per share. The Board of Directors shall be authorized to issue shares that are yet to be issued in installments. The issue price per share shall be determined by the Board of Directors in accordance with the Company Act or securities-related laws and regulations. Warrants may be issued within the total capital mentioned in the preceding paragraph for a total of five million shares amounting to NT$50 million at a par value of NT$10 per share. The Board of Directors shall be authorized to issue these warrants in installments depending on business needs.

Shares purchased by the Company may be transferred to employees at its controlled and subordinate companies who meet certain conditions. The Board of Directors shall be authorized to decide on the conditions and transfer method involved therein.

The Company's employee stock options may be distributed to employees at its controlled and subordinate companies who meet certain conditions. The Board of Directors shall be authorized to decide on the conditions and distribution method involved therein.

The Company's restricted shares for employees may be allocated to employees at its controlled and subordinate companies who meet certain conditions. The Board of Directors shall be authorized to decide on the conditions and allocation method involved therein.

New shares issued by the Company via cash capital increase for subscription by employees may be offered for subscription by employees at its controlled and subordinate companies who meet certain conditions. The Board of Directors shall be authorized to decide on the conditions and subscription method involved therein.

Article 5-1 If the Company intends to issue employee stock options at a price lower than the market price (net asset value per share), these employee stock options may only be issued upon a resolution adopted by at least two-thirds of the shareholders present at the shareholders' meeting, who represent a majority of the total number of issued shares.

Article 5-2 When the Company transfers shares to employees at a price lower than the average price of the repurchased shares, the Company shall, prior to the transfer of shares, request for approval from at least two-thirds of the shareholders present at the most recent shareholders' meeting, who represent a majority of the total number of issued shares.

Article 6 The Company's shares shall be issued, with the signature or stamp of the directors representing the Company affixed to them, in non-bearer form by the competent authority or the issuing agency it authorizes. After the public offering of shares, the Company may issue shares without printing share certificates or print share certificates together based on the total number of shares issued each time, and shall contact the centralized securities depository for the registration and safekeeping of shares. The foregoing shall apply during the issuance of other marketable securities.

Article 7 (Deleted)

Article 8 No changes may be made to the Company's shareholder register within 60 days prior to an annual general meeting, within 30 days prior to an extraordinary meeting or within 5 days prior to the date on which the Company decides to distribute dividends and bonuses or other benefits.

Article 9 Unless otherwise provided by law and securities-related rules and regulations, any transfer, pledging, loss, inheritance and gifting of shares, loss of seal, change or replacement of address and other stock-related matters conducted by the Company's shareholders shall be governed by the Regulations Governing the Administration of Shareholder Services of Public Companies.

Chapter 3 Shareholders' Meeting

Article 10 The Company's shareholders' meetings are divided into two types: annual general meetings, which are convened annually within six months after the end of each fiscal year, and extraordinary meetings, which are called when necessary in accordance with the law.

Shareholders shall be notified of the date and place of a shareholders' meeting and the reason for convening the meeting 30 days before an annual general meeting is convened and 15 days before an extraordinary meeting is called.

The notice mentioned in the preceding paragraph may be sent via electronic means.

The Shareholders' meeting may be held by means of video conference or any other means announced by the competent authority.

Article 11 Unless otherwise provided by the Company Act, the resolutions of a shareholders' meeting shall be adopted by a majority of the shareholders present at the shareholders' meeting, who represent a majority of the total number of issued shares.

Article 12 Any shareholder who is unable to attend a shareholders' meeting in person for any reason may issue a proxy form prepared and printed by the Company that sets out the scope of authorization for the proxy, with the shareholder's signature or stamp affixed to the form, and appoint a proxy to attend the meeting on his/her behalf. Except for trust enterprises, when a person serves as the proxy for two or more shareholders and the voting rights the person represents exceed three percent of the voting rights of all the issued shares, the excess voting rights shall not be exercised. The proxy form mentioned in the preceding paragraph shall be delivered to the Company at least five days before the shareholders' meeting. In the event that multiple proxy forms are delivered, the first proxy form received by the Company shall prevail.

Article 13 A shareholders' meeting shall be chaired by the Chairman. If the Chairman is absent for any reason, the Chairman shall designate a director to serve as the acting chair. In the absence of such a designation, the directors shall elect an acting chair from among

themselves.

Article 14 Each shareholder of the Company shall have one voting right for each share he/she holds, except for shares that are restricted and have no voting rights as provided by the Company Act. Electronic voting is listed as one of the channels for the Company’s shareholders to exercise their voting rights at a shareholders’ meeting, and the relevant operations shall be carried out in accordance with the rules and regulations promulgated by the competent authority.

Article 14-1 The resolutions of a shareholders’ meeting shall be recorded in the meeting minutes. The meeting minutes, with the signature or stamp of the meeting chair affixed to it, shall be distributed to each shareholder within 20 days after the meeting. The aforesaid meeting minutes may be distributed via public announcement. The meeting minutes shall record the date and location of the meeting, the full name of the meeting chair, the method for adopting resolutions, as well as the main points and outcomes of the proceedings and related results. The meeting minutes, together with the meeting attendance sheet containing the signatures of the shareholders present at the meeting and the proxy forms of the proxies present at the meeting, shall be kept at the Company.

Chapter 4 Directors and Audit Committee

Article 15 The Company has seven to 11 directors, who shall be elected using the candidate nomination system, in which shareholders elect directors from a list of director candidates. Each director shall hold office for a three-year term and is eligible for re-election. The Company shall purchase liability insurance for the directors after election with respect to the liabilities arising from performing their duties during their term of office.

Among the directors mentioned in the preceding paragraph, the Company shall also appoint independent directors. The number of independent directors shall be no less than three people and one-fifth of the total number of directors. Independent directors shall be elected by shareholders from the list of independent director candidates.

The method for accepting nominations, the announcement of nominations, and other matters related to director candidates, as well as the professional qualifications and shareholdings of independent directors and restrictions on concurrent employment for independent directors shall be governed by the relevant laws and regulations including the Company Act and the Securities and Exchange Act.

Article 15-1 The election of directors shall be conducted in a shareholders’ meeting based on the cumulative voting system. Each share shall have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates. Candidates receiving ballots representing the highest numbers of voting rights shall be elected according to the number of votes they receive. When there is a need to amend the method for election of directors above, not only shall such amendments be made in accordance with Article 172 of the Company Act, but a comparison table for the method for election of directors before and after amendment shall also be attached to the notice for convening the meeting. Independent directors and non-independent directors shall be elected together, and the number of votes they receive shall be counted separately.

Article 15-2 The Company shall set up the Audit Committee in accordance with Article 14-4 of the Securities and Exchange Act. The Audit Committee shall be composed of all independent directors, with one of them serving as the convener and at least one of them specializing in accounting or finance. The resolutions of the Audit Committee shall be adopted by a majority of the committee members. The Audit Committee, which is established by the Company in accordance with the law, shall be responsible for exercising the functions and powers of a supervisor as provided by the Company Act, the Securities and Exchange Act and other laws and regulations.

Article 16 The Board of Directors shall be organized by the directors. The Chairman shall be elected from among the directors with the approval of more than half the directors present at a meeting attended by at least two-thirds of all the directors to represent the Company in the outside world.

Article 17 The functions and powers of the Board of Directors are listed as follows:

I. Convene shareholders’ meetings and execute their resolutions.
II. Deliberate on business policies, review and approve business plans, and examine implementation results.
III. Review and approve important contracts, rules, and regulations.
IV. Review and discuss organizational adjustment, budget and final accounts reports, and business reports.
V. Review and discuss earnings appropriation or loss recovery.
VI. Review and approve the establishment, addition, reduction, and abolition of branch offices.
VII. Handle the pledging of company property, creation of pledge, and review and approval of the acquisition and disposal of important property.
VIII. Study and propose capital increase and reduction.
IX. Deliberate on various important matters, such as the appointment and dismissal of the General Manager, Vice President Manager, and Assistant Vice President Manager, their salary and benefits, etc.
X. Discuss and approve major capital expenditure projects.
XI. Draw up and discuss the Articles of Incorporation or amendments thereto.
XII. Review and approve the Company’s investments in other companies or the transfer and sales of shares in the Company’s invested companies.
XIII. Handle matters related to endorsements and guarantees for others.
XIV. Handle matters related to the appointment, dismissal, and compensation of certified public accountants (CPAs).
XV. Set up the Remuneration Committee, the Audit Committee or other functional committees due to the needs of business operations.
XVI. Other functions and powers in accordance with the relevant laws and regulations and as assigned by the shareholders’ meeting.

Article 18 Unless otherwise provided by the Company Act, Board of Directors’ meetings shall be convened and chaired by the Chairman.

Article 18-1 When a Board of Directors’ meeting is to be convened, a notice stating the reason for convening the meeting shall be sent to each director seven days prior to the meeting. In case of emergency, a Board of Directors’ meeting may be convened at any time. With the consent of the addressee, the notice may be delivered in writing and via electronic means such as fax and e-mail. A Board of Directors’ meeting may be conducted by video conferencing. Directors attending a video conference shall be deemed to have attended meeting in person.

Article 18-2 When the number of directors is less than one-third of the total number of directors, an extraordinary shareholders’ meeting shall be convened within 60 days from the date of occurrence to hold an election and fill the vacancies. When the number of independent directors is less than that required under the relevant laws and regulations, an election shall be held during the most recent shareholders’ meeting to fill the vacancies. When the independent directors are dismissed, an extraordinary shareholders’ meeting shall be convened within 60 days from the date of occurrence to hold an election and fill the vacancies.

Article 19 If the Chairman is on leave or is unable to exercise his/her functions and powers for any reason, the designation of an acting chair shall be governed by Article 208 of the Company Act.

Article 20 Unless otherwise provided by law, a majority of the directors shall constitute a quorum at all meetings of the Board of Directors, and a resolution shall be adopted by a majority

of the directors present.

Article 21 If a director is unable to attend a Board of Directors' meeting for any reason, the director may issue a proxy form stating the scope of authorization for the proxy with respect to the reason for convening the meeting and appoint a proxy to attend the meeting on his/her behalf. However, the director may appoint only one proxy to attend the meeting on his/her behalf.

Chapter 5 Managers

Article 22 The Company shall appoint a general manager and a number of vice president managers, who are charged with overseeing all the business of the Company under the orders of the Board of Directors. The appointment, dismissal, and remuneration of the General Manager and Vice President Manager shall be governed by Article 29 of the Company Act and the Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Taiwan Stock Exchange or the Taipei Exchange.

Article 23 Other important employees of the Company shall be appointed and dismissed by the General Manager in accordance with the rules and regulations governing personnel management.

Chapter 6 Accounting

Article 24 The Company shall adopt the calendar year system, where a business year runs from January 1 to December 31 each year. Final accounts shall be prepared once at the end of each year.

Article 25 At the end of each fiscal year, the Board of Directors shall prepare the following statements in accordance with the law, and submit them to the shareholders' meeting for adoption in accordance with the statutory procedures.

Business report. 2. Financial statements. 3. Earnings appropriation or loss recovery plan.

Article 26 If the Company records a profit in the current year, the Company shall first set aside no less than two percent and no more than five percent of the pre-tax net profit before deducting employee remuneration and director remuneration as employee remuneration (of which no less than 10% shall be allocated as remuneration to grassroots employees) and director remuneration, respectively. If the Company continues to record a cumulative loss, the profit shall first be used to make up for such loss.

Employee remuneration in the preceding paragraph may be paid in stock or cash to employees including those at the Company's subordinate companies who meet the conditions set by the Board of Directors. On the other hand, director remuneration in the preceding paragraph shall be paid in cash only.

The provisions of the preceding two paragraphs shall be decided by the Board of Directors and reported to the shareholders' meeting.

Article 26-1 If the Company reports a surplus in the final accounts for the year, the Company shall first use the profit to pay taxes and make up for any cumulative loss before setting aside 10% of the remaining profit as legal reserve; however, this provision shall not apply if the legal reserve has reached the Company's paid-in capital. In addition, a special reserve shall be set aside according to the Company's operational needs and the relevant laws and regulations. If there is still a surplus left, the remaining profit shall be merged with any unappropriated earnings at the beginning of the year, and the Board of Directors shall propose an earnings appropriation plan. Any appropriation of earnings by issuance of new shares shall require a resolution adopted by the shareholders' meeting; whereas any appropriation of earnings in the form of cash shall require a resolution adopted by a majority of the directors present at a meeting attended by at least two-thirds of all the directors, and shall be reported to the shareholders' meeting.

The Company may carry out appropriation of earnings from its legal reserve and capital reserve in accordance with the relevant laws and regulations. Any appropriation of

earnings from a legal reserve or capital reserve by issuance of new shares shall require a resolution adopted by the shareholders' meeting; whereas any appropriation of earnings from a legal reserve or capital reserve shall require a resolution adopted by a majority of the directors present at a meeting attended by at least two-thirds of all the directors, and shall be reported to the shareholders' meeting.

The Company shall adopt a dividend policy based on a prudent and balanced approach. Moreover, taking into account its profitability, financial structure, and future development, the Company shall distribute at least 40 percent of its accumulated appropriable earnings as shareholder dividends, of which at least 10 percent shall be distributed as cash dividends. However, the Board of Directors may adjust these proportions based on the Company's overall operating conditions at the time.

Article 26-2 Regardless of whether the Company records a profit or a loss, the Company shall pay remuneration to the directors when they perform their duties. Directors' remuneration shall be determined by the Remuneration Committee based on the level of their participation in the Company's operations and the value of their contributions, along with the typical pay levels adopted by industry players at home and abroad before it is submitted to the Board of Directors for resolution.

Chapter 7 Supplementary Provisions

Article 27 The Company's foreign investments are not subject to the provision of the Company Act, which stipulates that the total amount of investments may not exceed 40 percent of the Company's paid-in capital.

Article 28 Any matters not covered in these Articles of Incorporation shall be governed by the provisions of the Company Act.

Article 29 These Articles of Incorporation were established on November 11, 1975. The 1st amendment was made on December 21, 1976. The 2nd amendment was made on September 14, 1977. The 3rd amendment was made on October 13, 1977. The 4th amendment was made on June 23, 1978. The 5th amendment was made on November 26, 1981. The 6th amendment was made on November 2, 1982. The 7th amendment was made on November 30, 1982. The 8th amendment was made on March 28, 1983. The 9th amendment was made on May 4, 1983. The 10th amendment was made on January 16, 1984. The 11th amendment was made on March 19, 1984. The 12th amendment was made on April 9, 1984. The 13th amendment was made on August 11, 1984. The 14th amendment was made on July 23, 1988. The 15th amendment was made on June 4, 1993. The 16th amendment was made on August 1, 1994. The 17th amendment was made on September 7, 1994. The 18th amendment was made on August 31, 1995. The 19th amendment was made on March 10, 1997. The 20th amendment was made on March 31, 1997. The 21st amendment was made on February 1, 1998. The 22nd amendment was made on May 20, 2000. The 23rd amendment was made on October 7, 2000. The 24th amendment was made on May 18, 2001. The 25th amendment was made on August 24, 2001. The 26th amendment was made on May 24, 2002. The 27th amendment was made on May 23, 2003. The 28th amendment was made on May 14, 2004. The 29th amendment was made on May 14, 2004. The 30th amendment was made on May 27, 2005. The 31st amendment was made on May 26, 2006. The 32nd amendment was made on June 1, 2007. The 33rd amendment was made on June 13, 2008. The 34th amendment was made on June 18, 2010. The 35th amendment was made on June 17, 2011. The 36th amendment was made on June 29, 2012. The 37th amendment was made on June 28, 2013. The 38th amendment was made on June 4, 2014. The 39th amendment was made on June 10, 2015. The 40th amendment was made on June 3, 2016. The 41st amendment was made on May 30, 2018. The 42nd amendment was made on June 6, 2019. The 43rd amendment was made on June 9, 2020. The 44th amendment was made on June 8, 2022. The 45th amendment was made on May 23, 2025.

Panion & BF Biotech Inc.
Chairman: Chang, Lee-Chiou

Appendix VII

Panion & BF Biotech Inc.

Rules of Procedure for Shareholders' Meetings

Article 1 These Rules are formulated in accordance with Article 5 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies, with the purpose of establishing a strong governance system and enhancing the supervisory capabilities and management function of the Company's shareholders' meetings.

Article 2 Unless otherwise provided by laws and regulations as well as the Company's Articles of Incorporation, the rules of procedure for shareholders' meetings at the Company shall be governed by these Rules.

Article 3 Unless otherwise provided by laws and regulations, shareholders' meetings at the Company shall be convened by the Board of Directors.

The Company shall prepare electronic versions of the shareholders' meeting notice and proxy form, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors or supervisors, and upload them to the Market Observation Post System (MOPS) 30 days prior to an annual general shareholders' meeting or 15 days prior to an extraordinary shareholders' meeting. The Company shall prepare electronic versions of the shareholders' meeting agenda and supplemental meeting materials, and upload them to MOPS 21 days prior to an annual general shareholders' meeting or 15 days prior to an extraordinary shareholders' meeting. In addition, the Company shall also have prepared the shareholders' meeting agenda and supplemental meeting materials 15 days prior to a shareholders' meeting, and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be on display at the Company and the premise of the professional shareholder services agent designated, and distributed on-site at the meeting location.

The reason for convening a shareholders' meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be delivered via electronic means.

Matters related to the election or dismissal of directors and supervisors, changes to the Articles of Incorporation, capital reduction, application for suspension of public offering, permission for directors to engage in competitive conduct, capital increase by retained earnings or capital reserve, dissolution, mergers, and demergers, or any matters stipulated in Article 185, Paragraph 1 of the Company Act as well as Article 26-1 and Article 43-6 of the Securities and Exchange Act shall be specified in the notice for convening a shareholders' meeting and may not be brought up as extempore motions. The main content of these matters may be placed on the website designated by the competent authority in charge of securities or the Company, and the website address shall be included in the notice.

When election of directors and supervisors and their inauguration date are specified in the notice for convening a shareholders' meeting, change of inauguration date may not be brought up as an extempore motion or via other means at the same meeting after the completion of election at the shareholders' meeting.

A shareholder who holds at least one percent of the total number of issued shares may put forward a proposal to the Company for discussion at an annual general shareholders' meeting, where the proposal may contain one item only. Any proposal containing more than one item shall not be included in the meeting agenda. However, the Board of Directors may still include shareholder proposals containing recommendations aimed at urging the Company to promote public interests or fulfill its social responsibilities in the meeting agenda. In addition, the Board of Directors may exclude shareholder proposals containing any of the circumstances stipulated in Article 172-1, Paragraph 4 of the Company Act in the meeting agenda.

Prior to the book closure date before an annual general shareholders’ meeting is convened, the Company shall announce the acceptance of shareholder proposals in writing or via electronic means, as well as the location and period for submission of shareholder proposals. The period for submission of shareholder proposals may not be less than 10 days.

A proposal submitted by a shareholder shall contain no more than 300 words. Any proposal containing more than 300 words shall not be included in the meeting agenda. A shareholder who has submitted a proposal shall attend, either in person or by proxy, the annual general shareholders’ meeting and take part in discussion about his/her proposal. Prior to the date of issuance of the notice of shareholders’ meeting, the Company shall notify the shareholders who have submitted a proposal of the proposal screening results, and include the proposals that comply with the provisions of this article in the meeting notice. For shareholder proposals that have not been included in the meeting agenda, the Board of Directors shall explain the reasons for excluding these proposals at the shareholders’ meeting.

Article 4 At each shareholders’ meeting, a shareholder may issue a proxy form prepared and printed by the Company that sets out the scope of authorization for the proxy, and appoint a proxy to attend the meeting on his/her behalf.

A shareholder may issue one proxy form and appoint one proxy only, and shall deliver the proxy form to the Company five days prior to the shareholders’ meeting. In the event that multiple proxy forms are delivered, the first proxy form received by the Company shall prevail. However, the foregoing shall not apply when a declaration is made to cancel the previous proxy appointment.

If a shareholder wishes to attend a shareholders’ meeting in person or exercise his/her voting rights either in writing or via electronic means after the proxy form is delivered to the Company, the shareholder shall send a written notice of proxy cancellation to the Company two days prior to the shareholders’ meeting. If the notice of proxy cancellation is submitted after that period, the voting rights exercised by the proxy at the meeting shall prevail.

Article 5 A shareholders’ meeting shall be held at the premise of the Company or a location that is convenient for shareholders and suitable for convening a shareholders’ meeting. A shareholders’ meeting may begin no earlier than 9.00 a.m. or no later than 3.00 p.m. Independent directors shall be fully consulted on the location and time for convening a shareholders’ meeting.

Article 6 The Company shall specify in the meeting notice the time and location for registration of shareholder attendance as well as other matters to be noted.

The time for registration of shareholder attendance in the preceding paragraph shall begin 30 minutes before the meeting commences. Noticeable signage shall be set up at the location for registration of shareholder attendance, and appropriate personnel shall be assigned in sufficient numbers to carry out registration of shareholder attendance.

A shareholder or a proxy appointed by a shareholder (hereinafter referred to as “shareholder”) shall attend a shareholders’ meeting with an attendance card, a sign-in card or other certificates of attendance. A solicitor who solicits proxy forms is required to bring his/her identification document for verification.

The Company shall prepare an attendance book for the attending shareholders to sign in, or the attending shareholders may hand in a sign-in card in lieu of signing in. The Company shall provide the shareholders attending the shareholders’ meeting with a meeting handbook, an annual report, an attendance card, a speaker’s slip, voting slips, and other meeting materials. In the event of election of directors, ballot papers shall be provided to the attending shareholders.

When a government organization or a juristic person is a shareholder, the attending shareholder may have more than one representative. When a juristic person is appointed

to attend the shareholders' meeting as a proxy, the juristic person may designate only one representative to attend the meeting on its behalf.

Article 7 When the Board of Directors convenes a shareholders' meeting, the meeting shall be chaired by the Chairman. If the Chairman is on leave or unable to exercise his/her functions and powers for any reason, the Vice Chairman shall serve as an acting chair. If there is no Vice Chairman or the Vice Chairman is on leave or unable to exercise his/her functions and powers for any reason, the Chairman shall designate a managing director as an acting chair. If there is no managing director, the Chairman shall designate a director as an acting chair. If the Chairman does not designate anyone as an acting chair, the managing directors or directors shall appoint an acting chair from among themselves.

When a managing director or director is designated as an acting chair as mentioned in the preceding paragraph, the managing director or director shall be one who has held office for at least six months and understands the Company's financial and business conditions. The foregoing shall apply if the representative of a corporate director is designated as an acting chair.

It is advisable that shareholders' meetings convened by the Board of Directors be attended by a majority of the members of the Board of Directors.

If a shareholders' meeting is convened by a party other than the Board of Directors, the meeting shall be chaired by the convening party. When there are two or more convening parties, a chair shall be appointed from among themselves.

The Company may appoint its attorneys, certified public accountants or related persons to sit in on a shareholders' meeting.

Article 8 The Company, beginning from the time it opens for registration of shareholder attendance, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders' meeting, as well as the voting and vote-counting procedures. The recorded materials mentioned in the preceding paragraph shall be retained for at least one year. However, if a shareholder files a lawsuit in accordance with Article 189 of the Company Act, the ballots shall be retained until the conclusion of the lawsuit.

Article 9 Attendance at a shareholders' meeting shall be taken based on the number of shares. The number of shares in attendance shall be calculated based on the number of shares indicated in the attendance book or the number of sign-in cards handed in plus the number of shares whose voting rights are exercised in writing or via electronic means.

The chair shall call the meeting to order at the designated meeting time and announce relevant information such as the number of non-voting shares and the number of shares represented by the attending shareholders. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one-third of the total number of issued shares, the chair shall declare the meeting adjourned.

If the quorum is not met after two postponements as mentioned in the preceding paragraph but the attending shareholders represent at least one-third of the total number of issued shares, a tentative resolution may be adopted in accordance with Article 175, Paragraph 1 of the Company Act. Each shareholder shall be notified of the tentative resolution, and another shareholders meeting shall be convened within one month.

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

Article 10 If a shareholders' meeting is convened by the Board of Directors, the meeting agenda shall be set by the Board of Directors. Votes shall be cast separately on each proposal in the meeting agenda (including extempore motions and amendments to original proposals set out in the meeting agenda). The meeting shall proceed in the order set by the meeting

agenda, which may not be changed without a resolution of the shareholders' meeting. The provisions of the preceding paragraph shall apply mutatis mutandis to a shareholders' meeting convened by a party other than the Board of Directors.

The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda as set forth in the preceding two paragraphs (including extraordinary motions), except by a resolution adopted by the shareholders' meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, other members of the Board of Directors shall promptly assist the attending shareholders in electing a new chair according to statutory procedures with approval from a majority of the votes represented by the attending shareholders, and then continue the meeting.

During the meeting, the chair shall give ample opportunity to explain and discuss proposals, amendments or extempore motions put forward by shareholders. When the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed and call for a vote.

Article 11 Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak shall be determined by the chair.

An attending shareholder who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the shareholder's speech does not correspond to the subject provided on the speaker's slip, the content of his/her speech shall prevail.

Unless otherwise consented to by the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed five minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate his/her speech.

When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder who has the floor. The chair shall interrupt any such infringement.

When a corporate shareholder appoints two or more representatives to attend a shareholders' meeting, only one of its representatives may speak on the same proposal.

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

Article 12 Votes cast at a shareholders' meeting shall be calculated based on the number of shares. With regards to resolutions of a shareholders' meeting, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.

When a shareholder is an interested party in relation to an agenda item, and it is likely that such a relationship may undermine the interests of the Company, the shareholder may not vote on that item, and may not exercise his/her voting rights thereon as a proxy for any other shareholder.

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

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

Article 13 A shareholder shall be entitled to one vote for each share held; however, the foregoing shall not apply to shareholders with restricted shares or those with non-voting shares as stipulated in Article 179, Paragraph 2 of the Company Act.

When a shareholders’ meeting is convened, the Company shall adopt exercise of voting rights via electronic means and may adopt exercise of voting rights in writing. When voting rights are exercised in writing or via electronic means, the method for exercising voting rights shall be specified in the notice of shareholders’ meeting. A shareholder who exercises his/her voting rights in writing or via electronic means shall be deemed to have attended the meeting in person. However, the shareholder shall also be deemed to have abstained from voting on extempore motions and amendments to original proposals. Hence, it is advisable for the Company to avoid the submission of extempore motions and amendments to original proposals.

A shareholder who intends to exercise his/her voting rights in writing or via electronic means as mentioned in the preceding paragraph shall deliver a written declaration of intent to the Company two days prior to the shareholders’ meeting. In the event that multiple declarations of intent are delivered, the first one received by the Company shall prevail. However, the foregoing shall not apply when a declaration is made to cancel the previous declarations of intent.

If a shareholder wishes to attend the shareholders’ meeting in person after exercising his/her voting rights in writing or via electronic means, the shareholder’s declaration of intent to retract the voting rights exercised in the preceding paragraph shall be made known to the Company two days prior to the shareholders’ meeting via the same means of which voting rights are exercised. If the declaration of intent is submitted after that period, the voting rights exercised in writing or via electronic means shall prevail. When a shareholder exercises his/her voting rights in writing or via electronic means and appoints a proxy to attend the shareholders’ meeting on his/her behalf, the voting rights exercised by the proxy at the meeting shall prevail.

Unless otherwise provided by the Company Act and the Company’s Articles of Incorporation, a resolution shall be adopted by a majority of the shareholders present at the meeting.

When voting on a proposal, the chair or the person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders before putting the proposal to a vote by the shareholders. After the conclusion of the shareholders’ meeting, the voting results for each proposal, including the number of votes for and against the proposal and the number of abstentions, shall be uploaded onto MOPS.

In the event of an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal along with the original proposal and decide on the order in which these proposals are put to a vote. When any of these proposals are approved, the other proposal shall be deemed to be rejected with no further voting required.

Vote-monitoring and vote-counting personnel shall be designated by the chair; however, all vote-monitoring personnel have to be shareholders of the Company.

Vote counting for proposals or elections at a shareholders’ meeting shall be conducted in public at the location of the shareholders’ meeting. Immediately after vote counting is completed, the voting results, including the numbers of votes counted, shall be announced on-site at the meeting, with a record of the voting results made as well.

Article 14 The election of directors at a shareholders’ meeting shall be conducted in accordance with the relevant election and appointment rules adopted by the Company. The chair or the master of ceremonies shall announce the voting results on-site, including the list of candidates elected as directors and the number of votes they receive, as well as the list of candidates not elected as directors and the number of votes they receive.

Ballots for the election mentioned in the preceding paragraph shall be sealed with the signatures of the vote-monitoring personnel and kept for at least one year. However, if a shareholder files a lawsuit in accordance with Article 189 of the Company Act, the ballots shall be retained until the conclusion of the lawsuit.

Article 15 Resolutions adopted at a shareholders’ meeting shall be recorded in the meeting minutes,

with the signature or seal of the chair affixed to it. The meeting minutes shall be distributed to each shareholder within 20 days after the meeting. The meeting minutes may be produced and distributed via electronic means.

The Company may distribute the meeting minutes mentioned in the preceding paragraph by means of a public announcement made on MOPS.

The meeting minutes shall accurately record the year, month, day, and location of the meeting, the full name of the meeting chair, the method for adopting resolutions, a summary of the proceedings, and voting results (including the number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors. The meeting minutes shall be kept permanently throughout the duration of the Company’s existence.

Article 16 On the day of a shareholders’ meeting, the Company shall compile in the prescribed format a statistical statement of the number of shares solicited by proxy solicitors and the number of shares represented by proxies, and shall make a clear disclosure of the aforesaid information at the location of the shareholders’ meeting.

If the agenda items put to a vote for resolution at a shareholders’ meeting constitute material information under the relevant laws and regulations or under the regulations set forth by Taiwan Stock Exchange Corporation (and Taipei Exchange), the Company shall upload the content of these resolutions onto MOPS within the prescribed time period.

Article 17 The personnel in charge of handling administrative affairs at a shareholders’ meeting shall put on an identification card or an armband.

The chair may direct the proctors (or security personnel) to help maintain order at the meeting location. The proctors (or security personnel) shall put on an armband bearing the word “Proctor” when helping to maintain order at the meeting location.

At a location equipped with public address equipment, the Chair may stop a shareholder speaking using any device that is not provided by the Company.

When a shareholder violates the rules of procedure and defies the chair’s directives, obstructing the proceedings and refusing heeds to stop, the chair may direct the proctors or security personnel to escort the shareholder off the meeting location.

Article 18 When a meeting is in progress, the chair may announce a break at his/her discretion based on time considerations. In the event of a force majeure event, the chair may rule to temporarily suspend the meeting and, depending on situation, announce the time to resume the meeting.

If the meeting location is no longer available for continued use and not all of the items (including extempore motions) on the meeting agenda have been addressed, the shareholders’ meeting may adopt a resolution to resume the meeting at another location. The shareholders’ meeting may, in accordance with Article 182 of the Company Act, adopt a resolution to postpone or resume the meeting within five days.

Article 19 These Rules shall take effect upon approval by the shareholders’ meeting. The foregoing shall also apply to any amendments thereto.

Article 20 These Rules were established on May 24, 2002.

The 1st amendment was made on June 28, 2013.

The 2nd amendment was made on June 10, 2015.

The 3rd amendment was made on May 30, 2018.

The 4th amendment was made on June 9, 2020.

The 5th amendment was made on August 12, 2021.

Appendix VIII

Panion & BF Biotech Inc.

Breakdown of Directors' Shareholdings

As of March 27, 2026

Title	Name	Number of shares held	Shareholding percentage
Chairman	Chang, Lee-Chiou	0	0.00%
Director	Representative of Panion Investment Co., Ltd.: Chiang, Chung-Ming	15,756,336	18.38%
Director	Representative of Panion Investment Co., Ltd.: Lin, Jyh-Ming
Director	Representative of Panion Investment Co., Ltd.: Liu, Hung-Chih
Director	Huang, Weng-Foung	0	0.00%
Director	Representative of BlackWood Capital Co.: Tseng,Tien-Szu,	253,000	0.29%
Independent Director	Chang, Yun-Peng	0	0.00%
Independent Director	Chen, Jiin-Shian	0	0.00%
Independent Director	Lee, Chang Yen	0	0.00%
Total		16,009,336	18.67%

Note: As of March 25, 2026, the Company has issued a total of 85,739,013 shares.
According to the law, all the directors of the Company shall hold a minimum of 6,859,121 shares in total. As of March 25, 2026, all the directors of the Company held a total of 16,009,336 shares, which has exceeded the minimum number of shares held as required by law.

AI assistant

PBF — AGM Information 2026

51916_rns_2026-04-24_ef7004dc-2823-4aef-b43b-89fb06b4f693.pdf

TABLE OF CONTENTS

Panion & BF Biotech Inc.

Procedure for 2026 Annual General Meeting of Shareholders

Announcements

Proposals

Item I

Item II

Discussion

Item I

Extempore Motions

Meeting Adjourned

Panion & BF Biotech Inc. Business Report

I. Operating Results for 2025

2. Major Research and Development Achievements in Recent Year

II. Business Plan for 2026

(I) Operational Policy

(II) Sales Expectation and its Basis

(III) Major Production and Marketing Policies

III. Future Development Strategies

(I) Disease Diagnosis

(II) Disease Treatment

2. Sustainable Growth

IV. Effect of External Competitive Environment, Regulatory Environment, and Overall Business Environment

Panion & BF Biotech Inc.

Audit Committee’s Review Report

Independent Auditors' Report

Opinion

Basis for Opinion

Key Audit Matters

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

Notes to Readers

(English Translation of Consolidated Financial Statements Originally Issued in Chinese)

PANION & BF BIOTECH INC. AND SUBSIDIARIES

Consolidated Statements of Financial Position

December 31, 2025 and 2024

(Expressed in Thousands of New Taiwan Dollars)

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) PANION & BF BIOTECH INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) PANION & BF BIOTECH INC. AND SUBSIDIARIES

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) PANION & BF BIOTECH INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the years ended December 31, 2025 and 2024

(Expressed in Thousands of New Taiwan Dollars)

Independent Auditors' Report

Opinion

Basis for Opinion

Key Audit Matters

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

Auditors' Responsibilities for the Audit of the Financial Statements

Notes to Readers

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) PANION & BF BIOTECH INC.

Panion & BF Biotech Inc.

Earnings Distribution Table

for 2025

Panion & BF Biotech Inc.

Content of Release from Non-Competition Restrictions

Articles of Incorporation

Chapter 2 Shares

Chapter 3 Shareholders' Meeting

Chapter 4 Directors and Audit Committee

Chapter 5 Managers

Chapter 6 Accounting

Panion & BF Biotech Inc.

Rules of Procedure for Shareholders' Meetings

Panion & BF Biotech Inc.

Breakdown of Directors' Shareholdings

More from PBF

PBF AGM Information 2026