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PBF Audit Report / Information 2023

Nov 14, 2023

51916_rns_2023-11-14_42dc1891-8989-4065-9bd6-82c8bf6a04a1.pdf

Audit Report / Information

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1

Stock Code:1760

PANION & BF BIOTECH INC.

Parent Company Only Financial Statements

With Independent Auditors' Report For the Years Ended December 31, 2023 and 2022

Address: 16F., No. 3, Park St., Nangang Dist., Taipei City, Taiwan (R.O.C.) Telephone: (02)2655-8218

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.

2

Table of contents

Contents
1. Cover Page
2. Table of Contents
3. Independent Auditors' Report
4. Parent Company Only Statements of Financial Position
5. Parent Company Only Statements of Comprehensive Income
6. Parent Company Only Statements of Changes in Equity
7. Parent Company Only Statements of Cash Flows
8. Notes to the Parent Company Only Financial Statements
(1)
Company history
(2)
Approval date and procedures of the financial statements
(3)
Application of new and revised standards, amendments and
interpretations
(4)
Summary of material accounting policies
(5)
Significant accounting assumptions and judgments, and major sources
of estimation uncertainty
(6)
Explanation of significant accounts
(7)
Related-party transactions
(8)
Pledged assets
(9)
Commitments and contingencies
(10) Losses due to major disasters
(11) Subsequent events
(12) Other
(13) Other disclosures
(a) Information on significant transactions
(b) Information on investees
(c) Information on investment in mainland China
(d) Major shareholders
(14) Segment information
List of major account titles
Page
1
2
3
4
5
6
7
8
8
89
920
2021
2149
4952
52
53
53
53
5455
5657
57
5859
60
60
6173

3

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KPMG

���110615���5�7�68�(��101��) ���� Tel + 886 2 8101 6666 68F., TAIPEI 101 TOWER, No. 7, Sec. 5, ���� Fax + 886 2 8101 6667 Xinyi Road, Taipei City 110615, Taiwan (R.O.C.) ���� Web kpmg.com/tw

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, 2023 and 2022, 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, 2023 and 2022, 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, 2023. 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.

  1. 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.

KPMG, a Taiwan partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.

3-1

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 throughout the year and 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.

2. 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:

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.

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:

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

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

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

  4. 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.

  5. 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.

  6. 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.

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.

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, 2023 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 Lu, Lily and Chao, MinJu.

KPMG

Taipei, Taiwan (Republic of China) March 7, 2024

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.

4

(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, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars)

Assets
Current assets:
1100
Cash and cash equivalents (note 6(a))
1151
Notes receivable (notes 6(b) and (o))
1161
Notes receivablerelated parties (notes 6(b), (o) and 7)
1170
Accounts receivable, net (notes 6(b) and (o))
1181
Accounts receivablerelated parties (notes 6(b), (o) and 7)
1200
Other receivables
1220
Current income tax assets
130x
Inventories (note 6(c))
1410
Prepayments (note 7)
1479
Other current assets
Total current assets
Non-current assets:
1510
Financial assets measured at fair value through profit and lossnon-
current (note 6(d))
1550
Investments accounted for using equity method (note 6(e))
1600
Property, plant and equipment (notes 6(f) and 8)
1755
Right-of-use assets (note 6(g))
1780
Intangible assets (note 6(h))
1840
Deferred tax assets (note 6(l))
1915
Prepayments for equipment
1920
Refundable deposits (note 8)
Total non-current assets
1xxx
Total assets
December 31, 2023
Amount
%
$ 410,033
15
92,109
3
25,577
1
163,200
6
15,654
1
3,194
-
5,920
-
324,716
12
12,882
-
120
-
1,053,405
38
22,220
1
905,193
33
668,132
25
28,185
1
883
-
24,582
1
-
-
14,567
1
1,663,762
62
$
2,717,167
100
December 31, 2022
Amount
%
331,616
12
87,214
3
31,435
1
153,775
6
23,061
1
34
-
5,378
-
336,791
12
15,036
1
231
-
984,571
36
35,193
1
1,014,921
37
664,743
24
24,500
1
1,444
-
21,122
1
6,750
-
13,117
-
1,781,790
64
2,766,361
100
Liabilities and Equity
Current liabilities:
2100
Short-term loans (notes 6(i) and 8)
2170
Accounts payable (note 7)
2200
Other payables (notes 6(l), (p), 7 and 9)
2230
Current tax liabilities
2280
Current lease liabilities (note 6(j))
2399
Other current liabilities
Total current liabilities
Non-Current liabilities:
2570
Deferred tax liabilities (note 6(l))
2580
Non-current lease liabilities (note 6(j))
2640
Net defined benefit liabilitynon-current (note 6(k))
2645
Guarantee deposits
2650
Credit balance of investments accounted for using equity method (notes
6(e) and 9)
Total non-current liabilities
Total liabilities
31xx
Equity attributable to owners of parent (note 6(m)):
3110
Common stock
3200
Capital surplus
Retained earnings:
3310
Legal reserve
3320
Special reserve
3350
Unappropriated earnings
Subtotal
Other equity:
3410
Foreign currency translation differences for foreign operations
Total equity
Total liabilities and equity
December 31, 2023 December 31, 2023 December 31, 2022
Amount
%
250,000
9
119,010
4
248,024
9
24,448
1
11,113
-
42,123
2
694,718
25
19,729
1
14,463
1
11,122
-
2,592
-
16,624
1
64,530
3
759,248
28
857,391
31
871,174
31
74,519
3
37,371
1
188,497
7
300,387
11
(21,839)
(1)
2,007,113
72
2,766,361
100
Amount %

See accompanying notes to parent company only financial statements.

5

(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, 2023 and 2022

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

4000
Operating revenue (notes 6(o) and 7)
5000
Operating costs (notes 6(c), (k), 7 and 9)
Gross profit
5910
Less: Net changes in unrealized profit from intercompany sales
5900
Gross profit
6000
Operating expenses (notes 6(b), (k) and 7):
6100
Selling expenses
6200
Administrative expenses
6300
Research and development expenses
6450
Expected credit losses
Total operating expenses
6900
Operating income
7000
Non-operating income and expenses (notes 6(d), (e), (q) and 7):
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Finance costs
7375
Share of losses of subsidiaries and joint ventures
7635
Losses on financial assets measured at fair value through profit and loss
Total non-operating income and expenses
Profit from continuing operations before tax
7950
Less: Income tax expenses (note 6(l))
Net income
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
8349
Less: income tax related to items that will not be reclassified subsequently to profit or
loss
Total items that will not be reclassified subsequently to profit or loss
8360
Items that may be reclassified subsequently to profit or loss
8361
Foreign currency translation differences for foreign operations
8380
Share of other comprehensive income of joint ventures
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
8300
Other comprehensive income, net of tax
Total comprehensive income
Earnings per share (note 6(n))
9710
Basic earnings per share (expressed in New Taiwan dollars)
9810
Diluted earnings per share (expressed in New Taiwan dollars)
2023
Amount
%
$ 1,614,316
100
635,208
40
979,108
60
(47)
-
979,155
60
383,217
24
133,896
8
199,096
12
155
-
716,364
44
262,791
16
5,782
-
30,917
2
(444)
-
(5,387)
-
(127,588)
(8)
-
-
(96,720)
(6)
166,071
10
88,852
5
77,219
5
565
-
113
-
452
-
(1,557)
-
(669)
-
-
-
(2,226)
-
(1,774)
-
$ 75,445
5
$
0.90
$
0.90
2022
Amount
%
2,112,014
100
811,597
39
1,300,417
61
(1,694)
-
1,302,111
61
369,391
17
171,391
8
230,015
11
185
-
770,982
36
531,129
25
1,499
-
34,311
2
10
-
(3,801)
-
(128,216)
(6)
(103,081)
(5)
(199,278)
(9)
331,851
16
149,506
7
182,345
9
6,038
-
1,207
-
4,831
-
12,296
1
3,236
-
-
-
15,532
1
20,363
1
202,708
10
2.13
2.12

See accompanying notes to parent company only financial statements.

6

(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, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars)

Balance at January 1, 2022
Appropriation and distribution:
Legal reserve
Special reserve appropriated
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, 2022
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, 2023
Common
stock
Capital
surplus
Retained earnings Retained earnings Retained earnings Foreign currency
translation
differences for
foreign
operations
Foreign currency
translation
differences for
foreign
operations
Total equity
Legal reserve Special
reserve
Unappropriated
earnings
subtotal
$ 857,391
-
-
-
-
-
-
-
857,391
-
-
-
-
-
-
$
857,391
903,755
-
-
-
(32,581)
-
-
-
871,174
-
-
(4,287)
-
-
-
866,887
63,848
10,671
-
-
-
-
-
37,283
-
88
-
-
-
-
108,108
(10,671)
(88)
(96,028)
-
182,345
4,831
187,176
188,497
(18,718)
(167,191)
-
77,219
452
77,671
80,259
209,239
-
-
(96,028)
-
182,345
4,831
187,176
300,387
-
(167,191)
-
77,219
452
77,671
210,867
(37,371)
-
-
-
-
-
15,532
15,532
(21,839)
-
-
-
-
(2,226)
(2,226)
(24,065)
1,933,014
-
-
(96,028)
(32,581)
182,345
20,363
202,708
2,007,113
-
(167,191)
(4,287)
77,219
(1,774)
75,445
1,911,080
- -
74,519
18,718
-
-
-
-
37,371
-
-
-
-
-
- -
93,237 37,371

See accompanying notes to parent company only financial statements.

7

(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, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from operating activities:
Income before tax
Adjustments:
Adjustments to reconcile profit and loss
Depreciation expense
Amortization expense
Expected credit loss
Net loss (gain) on financial assets measured at fair value through profit or loss
Interest expense
Interest income
Dividend income
Share of losses of subsidiaries and joint ventures accounted for using equity method
Loss on disposal of property, plant and equipment
Net changes in unrealized profit from intercompany sales
Total adjustments to reconcile profit and loss
Changes in operating assets and liabilities relating:
Net changes in operating assets:
Financial assets mandatorily measured at fair value through profit or loss
Notes receivable
Notes receivablerelated parties
Accounts receivable
Accounts receivablerelated parties
Other receivables
Inventories
Prepayments
Other current assets
Total net changes in operating assets
Net changes in operating liabilities:
Accounts payable
Other payables
Other current liabilities
Net defined benefit liability
Total net changes in operating liabilities
Total net changes in operating assets and liabilities
Total adjustments
Cash inflow generated from operations
Income taxes paid
Net cash flows from operating activities
Cash flows from investing activities:
Proceeds from disposal of financial assets at fair value through profit or loss
Acquisition of investments accounted for using equity method
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Increase in refundable deposits
Decrease in refundable deposits
Decrease in other receivablesrelated parties
Increase in prepayments for equipment
Interest received
Dividends received
Net cash flows used in investing activities
Cash flows from financing activities:
Increase in short-term loans
Decrease in short-term loans
Guarantee deposits received
Repayment of the principal portion of lease liabilities
Cash dividends paid
Interest paid
Net cash flows from (used in) financing activities
Effect of exchange rates on cash and cash equivalents
Net increase in cash and cash equivalents
Cash and cash equivalents, beginning of year
Cash and cash equivalents, end of year
2023
$ 166,071
104,830
561
155
(2,077)
5,387
(5,782)
(2,275)
127,588
265
(47)
228,605
-
(4,895)
5,858
(9,580)
7,407
(3,160)
12,075
2,154
111
9,970
11,400
(43,505)
3,489
(175)
(28,791)
(18,821)
209,784
375,855
(115,453)
260,402
15,050
(3,270)
(86,824)
-
(1,450)
-
-
-
5,782
2,275
(68,437)
720,000
(650,000)
4,797
(11,780)
(171,478)
(5,080)
(113,541)
(7)
78,417
331,616
$
410,033
2022
331,851
94,076
560
185
103,081
3,801
(1,499)
(1,541)
128,216
280
(1,694)
325,465
(29,964)
(7,681)
4,501
(19,601)
(12,662)
1,436
14,541
(9,550)
(231)
(59,211)
(5,815)
60,964
2,226
(317)
57,058
(2,153)
323,312
655,163
(103,762)
551,401
15,000
(347,559)
(142,071)
202
-
7,144
18,000
(6,750)
1,499
1,541
(452,994)
1,395,000
(1,195,000)
399
(11,175)
(128,609)
(3,745)
56,870
-
155,277
176,339
331,616

See accompanying notes to parent company only financial statements.

8

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

Notes to the Parent Company Only Financial Statements

For the years ended December 31, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

(1) Company history

PANION & BF BIOTECH INC. (the “Company”) was established on January 7, 1976, as a corporation limited by shares in accordance with the Republic of China (“ROC”) Company Act. The Company is a PIC/S GMP certified manufacturer, and is mainly engaged in the manufacture and sales of pharmaceutical, cosmeceutical, supplement, diagnostic and medical device.

(2) Approval date and procedures of the financial statements:

The parent company only financial statements were authorized for issuance by the Board of Directors on March 7, 2024.

(3) Application of new and revised standards, amendments and interpretations:

  • (a) The impact of the International Financial Reporting Standards (“IFRSs”) endorsed by the Financial Supervisory Commission, R.O.C. ("FSC") which have already been adopted.

The Company has initially adopted the following new amendments, which do not have a significant impact on its financial statements, from January 1, 2023:

  • ●Amendments to IAS 1 “Disclosure of Accounting Policies”

  • ●Amendments to IAS 8 “Definition of Accounting Estimates”

  • ●Amendments to IAS 12 “ Deferred Tax related to Assets and Liabilities arising from a Single Transaction”

The Company has initially adopted the new amendment, which do not have a significant impact on its financial statements, from May 23, 2023:

  • ●Amendments to IAS 12 “International Tax Reform—Pillar Two Model Rules”

  • (b) The impact of IFRS issued by the FSC but not yet effective

The Company assesses that the adoption of the following new amendments, effective for annual period beginning on January 1, 2024, would not have a significant impact on its financial statements:

  • ●Amendments to IAS 1 “Classification of Liabilities as Current or Non-current”

  • ●Amendments to IAS 1 “Non-current Liabilities with Covenants”

  • ●Amendments to IAS 7 and IFRS 7 “Supplier Finance Arrangements”

  • ●Amendments to IFRS 16 “Lease Liability in a Sale and Leaseback”

(Continued)

9

PANION & BF BIOTECH INC.

Notes to the Parent Company Only Financial Statements

  • (c) The impact of IFRS issued by IASB but not yet endorsed by the FSC

The Company does not expect the following new and amended standards, which have yet to be endorsed by the FSC, to have a significant impact on its financial statements:

  • ●Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets Between an Investor and Its Associate or Joint Venture”

  • ●IFRS 17 “ Insurance Contracts” and amendments to IFRS 17 “ Insurance Contracts”

  • ●Amendments to IFRS 17 “Initial Application of IFRS 17 and IFRS 9 – Comparative Information”

  • ●Amendments to IAS 21 “Lack of Exchangeability”

(4) Summary of material accounting policies:

The material accounting policies applied in the preparation of the parent company only financial statements are set out below. These accounting policies have been applied consistently to all periods presented in these parent company only financial statements.

(a) Statement of compliance

The accompanying parent company only financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

  • (b) Basis of preparation

  • (i) Basis of measurement

The parent company only financial statements have been prepared on a historical cost basis except otherwise specified in the notes to accounting policies.

  • (ii) Functional and presentation currency

The Company determined its functional currency based on the primary economic environment in which the Company operates. The parent company only financial statements are presented in New Taiwan dollars, which is the Company's functional currency. All financial information presented in New Taiwan dollars has been rounded to the nearest thousand.

(c) Foreign currencies

  • (i) Foreign currency transactions

Transactions in foreign currencies are translated into the functional currency at the exchange rates at the dates of the transactions. At the end of each subsequent reporting period, monetary items denominated in foreign currencies are translated into the functional currencies using the spot rate at that date. Exchange differences are recognized in profit or loss.

Non-monetary items denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange rate at the date that the fair value was determined. Non-monetary items in a foreign currency that are measured based on historical cost are translated using the exchange rate at the date of translation.

(Continued)

10

PANION & BF BIOTECH INC.

Notes to the Parent Company Only Financial Statements

(ii) Foreign operations

The assets and liabilities of foreign operations are translated into the presentation currency at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into the presentation currency at the average exchange rate. Exchange differences are recognized in other comprehensive income.

When a foreign operation is disposed of such that control, significant influence, or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. When the Company disposes of only part of its interest in a subsidiary that includes a foreign operation, the relevant proportion of the cumulative amount is reattributed to non-controlling interests.

(d) Classification of current and non-current assets and liabilities

Cash or cash equivalents, excluding the asset that is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period, and assets held for trading purposes and expected to be converted to cash within twelve months after the reporting period are classified as current assets; all other assets are classified as non-current assets.

Liabilities that are held primarily for the purpose of trading and must be settled within twelve months after the reporting period are classified as current liabilities; all other liabilities are classified as non-current liabilities.

(e) Cash and cash equivalents

Cash and cash equivalents comprise cash on hand, demand deposits and short-term, highly liquid investments that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value.

The Company's time deposits are held for short-term commitments rather than for investment or other purposes. These time deposits are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value. As such, the time deposits are recorded under cash and cash equivalents.

(f) Financial instruments

(i) Financial assets

The Company classifies financial assets into the following categories: financial assets measured at amortized cost and financial assets measured at fair value through profit or loss (FVTPL).

Financial assets are not reclassified subsequent to their initial recognition unless the Company changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.

(Continued)

11

PANION & BF BIOTECH INC.

Notes to the Parent Company Only Financial Statements

  • 1) Financial assets measured at amortized cost

A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL:

  • ‧ it is held within a business model whose objective is to hold assets to collect contractual cash flows; and

  • ‧ its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding

A financial asset measured at amortized cost is initially recognized at fair value, plus any directly attributable transaction costs. These assets are subsequently measured at amortized cost using the effective interest method. The amortized cost is reduced by impairment losses. Interest income, foreign exchange gains and losses, and impairment loss are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.

  • 2) Financial assets measured at fair value through profit or loss

All financial assets not classified as measured at amortized cost or fair value through other comprehensive income (FVOCI) are measured at FVTPL. On initial recognition, the Company may irrevocably designate a financial asset, which meets the requirements to be measured at amortized cost or FVOCI, as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

Financial assets in this category are measured at fair value at initial recognition. Attributable transaction costs are recognized in profit or loss as incurred. Subsequent changes that are measured at fair value, which take into account any dividend and interest income, are recognized in profit or loss.

  • 3) Impairment of financial assets

The Company recognizes loss allowances for expected credit losses (ECL) on financial assets measured at amortized cost (including cash and cash equivalents, notes and accounts receivable, other receivables, and refundable deposits, etc.) and contract assets.

Loss allowance for notes and accounts receivable and contract assets are measured at an amount equal to lifetime ECL. Other financial assets measured at amortized cost are considered reasonable and supportable information that are relevant and available, without undue cost or effort. This includes both quantitative and qualitative information, as well as analysis, based on the Company's historical experience, informed credit assessment, and forward-looking information. Loss allowance for other financial assets measured at amortized cost are measured by using the 12-month ECL, in which the credit risk did not increase significantly since initial recognition. If, on the other hand, there has been a significant increase in credit risk since initial recognition, a loss allowance is recognized at an amount equal to the lifetime ECL.

Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets. The Company recognizes the amount of expected credit losses (or reversal) in profit or loss.

(Continued)

12

PANION & BF BIOTECH INC.

Notes to the Parent Company Only Financial Statements

The gross carrying amount of a financial asset is written off when the Company has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof; the Company usually determines the financial assets with no reasonable expectations of recovery when the debtors' assets or income sources cannot generate sufficient cash flows to repay the financial assets. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Company's procedures for recovery of amounts due.

4) Derecognition of financial assets

Financial assets are derecognized when the contractual rights to the cash flows from the assets expire or when the Company transfers substantially all the risks and rewards of ownership of the financial assets.

(ii) Financial liabilities and equity instruments

1) Classification of debt or equity

Debt or equity instruments issued by the Company are classified as financial liabilities or equity in accordance with the substance of the contractual arrangements and the definition of financial liabilities and equity instruments.

2) Equity instruments

An equity instrument is any contract that evidences residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued are recognized as the amount of consideration received, less the direct cost of issuing.

3) Financial liabilities

Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or loss.

Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on derecognition is also recognized in profit or loss.

4) Derecognition of financial liabilities

The Company derecognizes a financial liability when its contractual obligation has been discharged or cancelled or has expired. The difference between the carrying amount of a financial liability removed and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.

(Continued)

13

PANION & BF BIOTECH INC.

Notes to the Parent Company Only Financial Statements

  • 5) Offsetting of financial assets and liabilities

The Company presents financial assets and liabilities on a net basis when the Company has the legally enforceable right to offset and intends to settle such financial assets and liabilities on a net basis or to realize the assets and settle the liabilities simultaneously.

(g) Inventories

The cost of inventories consists of all costs of purchase, costs of conversion, and other costs incurred in bringing the inventories to their present location and condition.

Inventories are measured at the lower of cost or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses. When the cost of inventories is higher than the net realizable value, inventories are written down to net realizable value, and the write-down amount is charged to current year's cost of goods sold. If net realizable value increases in the future, the cost of inventories is reversed within the original write-down amount, and such reversal is treated as a reduction of cost of goods sold.

  • (h) Investments accounted for using equity method

Investments accounted for using the equity method include investments in associates and joint ventures. Associates are those entities in which the Company has significant influence, but not control or joint control, over their financial and operating policies. A joint venture is a joint arrangement whereby the Company has joint control of the arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control, and the Company has rights to the net assets of the arrangement.

Investments in associates and joint ventures are accounted for using the equity method and are recognized initially at cost. The cost of the investments includes transaction costs. The carrying amount of the investment in associates and joint ventures includes goodwill arising from the acquisition less any accumulated impairment losses.

The parent company only financial statements include the Company's share of the profit or loss and other comprehensive income of those associates and joint ventures, after adjustments to align their accounting policies with those of the Company, from the date on which significant influence commences until the date on which significant influence ceases. The Company recognizes any changes of its proportionate share in the investee within capital surplus, when an associate or a joint venture's equity changes due to reasons other than profit and loss or comprehensive income, which did not result in changes in actual proportionate share.

Unrealized gains resulting from transactions between the Company and an associate or a joint venture are eliminated only to the extent of unrelated Company's interests in the associate or the joint venture. Unrealized losses are eliminated in the same way as unrealized gains, but only if there is no evidence of impairment losses.

When the Company's share of losses of an associate or a joint venture equals or exceeds its interests in an associate or a joint venture, it discontinues recognizing its share of further losses. After the recognized interest is reduced to zero, additional losses are provided for, and a liability is recognized, only to the extent that the Company has incurred legal or constructive obligations or made payments on behalf of the associate or the joint venture.

(Continued)

14

PANION & BF BIOTECH INC.

Notes to the Parent Company Only Financial Statements

The Company discontinues the use of the equity method and measures the retained interest at fair value from the date when its investment ceases to be an associate or a joint venture. The difference between the fair value of retained interest and proceeds from disposing, and the carrying amount of the investment at the date the equity method was discontinued is recognized in profit or loss. The Company accounts for all the amounts previously recognized in other comprehensive income in relation to that investment on the same basis as would have been required if the associates or the joint ventures had directly disposed of the related assets or liabilities. If a gain or loss previously recognized in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities, the Company reclassifies the gain or loss from equity to profit or loss when the equity method is discontinued. If the Company's ownership interest in an associate or a joint venture is reduced while it continues to apply the equity method, the Company reclassifies the proportion of the gain or loss that had previously been recognized in other comprehensive income relating to that reduction in ownership interest to profit or loss.

When the Company subscribes to additional shares in an associate or a joint venture at a percentage different from its existing ownership percentage, the resulting carrying amount of the investment will differ from the amount of the Company's proportionate interest in the net assets of the associate or the joint venture. The Company records such a difference as an adjustment to investments, with the corresponding amount charged or credited to capital surplus. The aforesaid adjustment should first be adjusted under capital surplus. If the capital surplus resulting from changes in ownership interest is not sufficient, the remaining difference is debited to retained earnings. If the Company's ownership interest is reduced due to the additional subscription to the shares of the associate by other investors, the proportionate amount of the gains or losses previously recognized in other comprehensive income in relation to that associate will be reclassified to profit or loss on the same basis as would be required if the associate had directly disposed of the related assets or liabilities.

(i)

Investment in subsidiaries

When preparing the parent company only financial statements, the investments in subsidiaries are recognized by the Company using the equity method. Under the equity method, the net income, other comprehensive income, and equity in the parent company only financial statements are equivalent to those attributable to the shareholders of the parent company in the consolidated financial statements.

Changes in the Company's ownership interest in subsidiaries that do not result in the Company losing control over its subsidiaries are accounted for as equity transactions.

(j) Property, plant and equipment

Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. Cost includes expenditure that is directly attributed to the acquisition of the asset. Interest expenses that are directly attributable to bringing the asset to the condition necessary for its intended use are capitalized as costs of the assets.

Subsequent expenditures should be recognized as part of the carrying amount of an item of property, plant and equipment, if it is probable that the future economic benefits associated with the expenditure will flow to the Company and the amount can be reliably measured. The carrying amount of the replaced part should be derecognized. Routine maintenance expenditures for items of property, plant and equipment are recognized in profit or loss as incurred.

(Continued)

15

PANION & BF BIOTECH INC. Notes to the Parent Company Only Financial Statements

Each part of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the item shall be depreciated separately, unless the useful life and the depreciation method of a significant part of an item of property, plant and equipment are the same as those of another significant part of that same item.

The gain or loss arising from the derecognition of an item of property, plant and equipment shall be determined as the difference between the net disposal proceeds, if any, and the carrying amount of the item, and it shall be recognized as other gains and losses.

Except that land is not depreciated, depreciation is calculated on the cost of an asset less its residual value and is recognized in profit or loss on a straight-line basis over the estimated useful lives. The estimated useful lives of property, plant and equipment for current and comparative periods are as follows:

follows:
Buildings 6~50 years
Machinery equipment 1~21 years
Other equipment 1~20 years

Depreciation methods, useful lives, and residual values are reviewed at each annual reporting date and adjusted if appropriate when the expectations differ from the previous estimates.

(k) Lease

(i) Identifying a lease

At inception of a contract, the Company assesses whether a contract is, or contains, a lease.

(ii) As a leasee

The Company recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at, or before, the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. In addition, the right-of-use asset is periodically reduced by using the impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the incremental borrowing rate. Subsequently, lease liabilities are measured at amortized cost using the effective interest method, with interest expense recognized over the lease terms. When there is a change in a lease term and in future lease payments the lease liability is remeasured. The Company remeasures the lease liabilities with a corresponding adjustment to the carrying amount of the right-of-use asset, or in profit and loss, if the carrying amount of the right-of-use asset has been reduced to zero.

(Continued)

16

PANION & BF BIOTECH INC.

Notes to the Parent Company Only Financial Statements

The Company has elected not to recognize the right-of-use assets and lease liabilities for its short-term leases that have a lease term of 12 months or less and leases of low-value assets. The Company recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

(l) Intangible assets

Patent is measured at cost, less accumulated impairment losses. Amortization begins when the asset is available for use, with the estimated useful lives 5 to 15 years on a straight-line basis, and is recognized in profit or loss.

Residual values, useful lives and amortization methods are reviewed at each annual reporting date. Any changes will be treated as changes in the accounting estimates.

Goodwill is measured at cost, less accumulated impairment losses. The Company conducts an impairment test at the end of each annual reporting period. An impairment loss is recognized by the amount which the carrying amount exceeds its recoverable amount. Reversal of an impairment loss in the subsequent periods for goodwill is prohibited.

(m) Impairment non-financial assets

With regard to non-financial assets (other than inventories, deferred tax assets and employee benefits), the Company assesses at the end of each reporting period whether there is any indication that an impairment loss has occurred and estimates the recoverable amount for assets with an indication of impairment. If it is not possible to determine the recoverable amount for the individual asset, then the Company will have to determine the recoverable amount for the asset's cashgenerating unit.

The recoverable amount for an individual asset or a cash generating unit is the higher of its fair value less costs to sell or its value in use. If, and only if, the recoverable amount of an asset is less than its carrying amount, the carrying amount of the asset shall be reduced to its recoverable amount. That reduction is an impairment loss. An impairment loss shall be recognized immediately in profit or loss.

The Company assesses at the end of each reporting period whether there is any indication that an impairment loss recognized in prior periods for an asset other than goodwill may no longer exist or may have decreased. If any such indication exists, the entity shall estimate the recoverable amount of that asset. Impairment loss is reversed if, and only if, there has been a change in the estimates used to determine the asset's recoverable amount, increasing the individual asset's or cash-generating unit's carrying amount to its estimated recoverable amount. The reversal of an impairment loss of an individual asset or cash-generating unit cannot exceed the carrying amount of the individual asset or cash-generating unit, less any depreciation or amortization, had it not recognized an impairment loss.

(n) Revenue from contracts with customers

Revenue is measured based on the consideration to which the Company expects to be entitled in exchange for transferring goods or services to a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control of a good or a service to a customer. The accounting policies for the Company's main types of revenue are explained below.

(Continued)

17

PANION & BF BIOTECH INC.

Notes to the Parent Company Only Financial Statements

(i) Sale of goods

The Company recognizes revenue when control of the products has transferred, being when the products are delivered to the customer, the customer has full discretion over the channel and price to sell the products, and there is no unfulfilled obligation that could affect the customer's acceptance of the products. Delivery occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred to the customer, and either the customer has accepted the products in accordance with the sales contract.

A receivable is recognized when the goods are delivered as this is the point in time that the Company has a right to an amount of consideration that is unconditional.

(ii) Patent licensing

The Company grants its patent licenses to customers, and receives royalty fees based on the contract terms. The Company recognizes revenue when the performance obligation has been satisfied, the control of the licenses has been transferred, and the customer can direct the use of the licenses and obtains the benefits. A sales-based royalty fee is recognized only when the later of the subsequent sale occurs, and the performance obligation to which the royalty fees has been allocated has been satisfied.

  • (iii) Financing components

The Company does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Company does not adjust any of the transaction prices for the time value of money.

(o) Government Grants

The Company recognizes government grants related to assets as deferred income at fair value if there is reasonable assurance that they will be received, and the Company will comply with the conditions associated with the grant; they are then recognized in profit or loss as other income on a systematic basis. Grants that compensate the Company for expenses or losses incurred are recognized in profit or loss on a systematic basis in the periods in which the expenses or losses are recognized.

(p) Employee benefits

(i) Defined contribution plans

Obligations for contributions to defined contribution pension plans are recognized as an employee benefit expense in profit or loss in the periods during which services are rendered by employees.

(Continued)

18

PANION & BF BIOTECH INC.

Notes to the Parent Company Only Financial Statements

(ii) Defined benefit plans

The Company's net obligation in respect of defined benefit pension plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods; that benefit is discounted to determine its present value. Any unrecognized past service costs and the fair value of any plan assets are deducted. The discount rate is the yield at the reporting date (market yields of highquality corporate bonds or government bonds) on bonds that have maturity dates approximating the terms of the Company's obligations and that are denominated in the same currency in which the benefits are expected to be paid.

The calculation is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a benefit to the Company, the recognized asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. In order to calculate the present value of economic benefits, consideration is given to any minimum funding requirements that apply to any plan in the Company. An economic benefit is available to the Company if it is realizable during the life of the plan, or on settlement of the plan liabilities.

When the benefits of a plan are improved, expenses resulting from the portion of the increased benefit relating to past service by employees are recognized immediately in profit or loss.

Remeasurements of the net defined benefit liability (asset), which comprise (1) actuarial gains and losses; (2) the return on plan assets excluding the amounts included in net interest on the net defined benefit liability (assets); and (3) any change in the effect of the asset ceiling, excluding the amounts included in net interest on the net defined benefit liability (assets); the Company recognizes the remeasurements of the defined benefit liability (asset) in other comprehensive.

The Company recognizes gains or losses on the curtailment or settlement of a defined benefit plan when the curtailment or settlement occurs. The gain or loss on curtailment comprises any resulting change in the fair value of plan assets, any change in the present value of the defined benefit obligation, and any related actuarial gains or losses and past service cost that had not previously been recognized.

  • (iii) Short-term employee benefits

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided.

A liability is recognized for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably.

(Continued)

19

PANION & BF BIOTECH INC.

Notes to the Parent Company Only Financial Statements

(q) Share-based payments

The grate-date fair value of equity-settled share-based payments awards granted to employees is recognized as employee expenses, with a corresponding increase in equity, over the period that the employees become unconditionally entitled to the awards. The amount recognized as an expense is adjusted to reflect the number of awards whose related service and non-market performance conditions are expected to be met, such that the amount ultimately recognized as expense is based on the number of awards that meet the related service and non-market performance conditions at the vesting date.

(r) Income taxes

Income taxes comprise current taxes and deferred taxes. Except for expenses related to business combinations or recognized directly in equity or other comprehensive income, all current and deferred taxes shall be recognized in profit or loss.

The Company has determined that interest and penalties related to income taxes, including uncertain tax treatment, do not meet the definition of income taxes, and therefore accounted for them under IAS 37.

Current taxes comprise the expected tax payables or receivables on the taxable profits (losses) for the year and any adjustment to the tax payable or receivable in respect of previous years.

Deferred taxes arise due to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax bases. Deferred taxes are recognized except for the following: :

  • (i) Temporary differences on the initial recognition of assets and liabilities in a transaction that is not a business combination and at the time of the transaction (i) affects neither accounting nor taxable profits (losses) and (ii) does not give rise to equal taxable and deductible temporary differences;

  • (ii) Temporary differences arising from equity investments in subsidiaries or joint ventures where there is a high probability that such temporary differences will not reverse.

  • (iii) Initial recognition of goodwill.

Deferred taxes are measured at tax rates that are expected to be applied to temporary differences when they reserve, using tax rates enacted or substantively enacted at the reporting date.

The Company offsets deferred tax assets and liabilities only if the following criteria are both met:

  • (i) The Company has a legally enforceable right to set off current tax assets against current tax liabilities; and

  • (ii) The deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on either:

  • 1) levied by the same taxable entity; or

(Continued)

20

PANION & BF BIOTECH INC.

Notes to the Parent Company Only Financial Statements

  • 2) different taxable entities which intend to settle current tax assets and liabilities on a net basis, or to realize the assets and liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

Deferred tax assets are recognized for the carry forward of unused tax losses, unused tax credits, and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefits will be realized.

The Company and a domestic subsidiary file income tax returns under the linked-tax system and elect to file income tax returns under the linked-tax system with the Company as the taxpayer, and to file additional income tax returns on undistributed earnings with the subsidiary that have been held for 12 months or more in a taxable year in accordance with the Income Tax Act. The Company proportionately allocates the effect on current income tax expense (benefit), deferred income tax and income tax payable (refundable) resulting from the adoption of the linked-tax system between the Company and the subsidiary.

(s) Earnings per share

The Company discloses its basic and diluted earnings per share attributable to common stockholders of the Company. Basic earnings per share is calculated as the profit attributable to common stockholders of the Company divided by the weighted average number of common stocks outstanding. Diluted earnings per share is calculated as the profit attributable to common stockholders of the Company divided by the weighted average number of common stock outstanding after adjustment for the effects of all potentially dilutive ordinary shares.

(t) Segment information

The Company has disclosed segment information in the consolidated financial statements, and hence does not disclose such information in the parent company only financial statements.

(5) Significant accounting assumptions and judgments, and major sources of estimation uncertainty:

In preparing these parent company only financial statements, the management has made judgments, estimates, and assumptions that affect the application of the accounting policies and the reported amount of assets, liabilities, income, and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed by the management on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

There are no critical judgments in applying accounting policies that have a significant effect on the amounts recognized in these parent company only financial statements.

Subsequent measurement of inventories is the main accounting assumption and estimation uncertainties that have a significant risk of resulting in a material adjustment within the next year.

(Continued)

21

PANION & BF BIOTECH INC.

Notes to the Parent Company Only Financial Statements

Subsequently, inventories are measured at the lower of cost or net realizable value. The Company assesses the net realizable value of inventories for normal waste, short shelf life, and unmarketable items at the end of the reporting period and then writes down the cost of inventories to net realizable value. There may be significant changes in the net realizable value of inventories due to future market prices and, future demand and supply.

(6) Explanation of significant accounts:

(a) Cash and cash equivalents

Cash on hand
Demand deposits and foreign currency demand deposits
Time deposits
Cash and cash equivalents in the consolidated statement of
cash flows
December 31,
2023
$ 398
262,237
147,398
$
410,033
December 31,
2022
336
177,626
153,654
331,616

Please refer to note 6(r) for the disclosure of the Company's interest rate risk and the sensitivity analysis related to the financial assets and liabilities.

  • (b) Notes receivable, accounts receivable, and overdue receivables
Notes receivable
Notes receivablerelated parties
Accounts receivable
Accounts receivablerelated parties
Overdue receivables
Less:
loss allowance (overdue receivables included)
December 31,
2023
$ 92,109
25,577
163,228
15,654
317
345
$
296,540
December 31,
2022
87,214
31,435
153,776
23,061
1,577
1,578
295,485

(Continued)

22

PANION & BF BIOTECH INC. Notes to the Parent Company Only Financial Statements

The Company applies the simplified approach of IFRS 9 to provide for its expected credit losses, i.e., the use of lifetime expected credit loss provision for notes receivable, accounts receivable, and overdue receivables. To measure the expected credit losses, notes receivable, accounts receivable, and overdue receivables have been grouped based on shared credit risk characteristics and the days past due, as well as incorporated forward-looking information. The Company' s analysis of the expected credit loss of its notes receivable, accounts receivable, and overdue receivables was as follows:

Not past due
Past due within 30 days
Past due 31~60 days
Past due 61~90 days
Past due 91~120 days
Past due over 181 days
Not past due
Past due within 30 days
Past due 31~60 days
Past due 61~90 days
Past due over 181 days
December 31, 2023 December 31, 2023
Gross carrying
amount
Weight average
expected credit
loss rate
$ 294,174
0%
1,684
0%
378
0%
31
0%
280
3.25%
338
100%
$
296,885
December 31, 2022
Loss allowance
for lifetime
expected credit
loss
-
-
-
-
7
338
345
Weight average
expected credit
loss rate
0%
0.11%
0.32%
0.39%
100%
Loss allowance
for lifetime
expected credit
loss
-
1
-
-
1,577
1,578

The movement in the loss allowance for impairment with respect to notes receivable, accounts receivable, and overdue receivables was as follows:

Balance at the beginning of the period
Impairment losses
Amount written off
Balance at the end of the period
2023
$ 1,578
155
(1,388)
$
345
2022
1,393
185
-
1,578

The Company had not pledged its notes receivable, accounts receivable, and overdue receivables as collateral or factor them for cash.

(Continued)

23

PANION & BF BIOTECH INC.

Notes to the Parent Company Only Financial Statements

(c) Inventories

Merchandise and finished goods
Work in process
Raw materials
Supplies
December 31,
2023
$ 150,903
38,397
94,663
40,753
$
324,716
December 31,
2022
146,989
40,119
99,937
49,746
336,791

In addition to the normal cost of goods sold, the following items were included in the Company's operating costs:

Losses on market price decline
Physical count variance
Unallocated production overhead
The Company had not pledged its inventory as collateral.
Financial assets measured at fair value through profit or loss
Mandatorily measured at fair value through profit or loss
Current:
Beneficiary certification
Non-current:
Unlisted stocks – domestic companies
G Innings Medical Ltd.
Neolink Capital Corp.
Total
2023
$ 16,545
2
24,321
$
40,868
December 31,
2023
$ -
2,728
19,492
22,220
$
22,220
2022
20,527
31
-
20,558
December 31,
2022
-
2,728
32,465
35,193
35,193

(d) Financial assets measured at fair value through profit or loss

Neolink Capital Corp. carried out a capital reduction in December 2023 and 2022, respectively, wherein the amount of $15,050 thousand and $15,000 thousand share capital had been returned to the Company, and 1,505 thousand and 1,500 thousand of its shares which were held by the Company, were cancelled. As a result, the Company recovered the original investment cost of $15,050 thousand and $15,000 thousand, and reduced the number of shares by 1,505 thousand and 1,500 thousand shares.

(Continued)

24

PANION & BF BIOTECH INC. Notes to the Parent Company Only Financial Statements

The Company invested beneficiary certificate Spectra SPC-Powerfund through Ayers Alliance Financial Group Limited. On December 22, 2022, the Company submitted its request for a complete fund-redemption of the investment of 950,519 units. However, the fund redemption payment has not been received prior to the stipulated payment date. An event of default occurs.

The Company received notification related to Spectra SPC-Powerfund from Ayers Alliance Financial Group Limited on March 3, 2023, informing that, based upon the terms of its offering memorandum, the Board of Spectra SPC has declared a suspension of calculation of Net Asset Value of Spectra SPC attributed to Spectra SPC-Powerfund and a deferral of redemption of Participating Shares with immediate effect from March 1, 2023 until further notice.

Based on Ayers Alliance Financial Group Limited's notification in March 2023:

  • (i) Ayers Alliance Financial Group Limited is experiencing issues arising out of the highly unusual delay in the settlement of obligations by third parties towards Ayers Alliance Financial Group Limited.

  • (ii) Starting from March 13, 2023, Ayers Alliance Financial Group Limited will not be accepting any deposits from existing clients and will not be onboarding any new clients.

(iii) All Ayers Alliance Financial Group Limited clients' accounts will be inactive.

In summary, the Company has already submitted a request to Ayers Alliance Financial Group Limited for a complete fund-redemption of the investment in the Spectra SPC-Powerfund in accordance with the agreement. However, the fund redemption payment has not been received prior to the stipulated payment date. Despite several requests by the Company, Ayers Alliance Financial Group Limited and Spectra SPC-Powerfund have still not provided the Company with the basic information such as the address of their operation unit and contact details. In addition, considering all the factors including whether Ayers Alliance Financial Group Limited and Spectra SPCPowerfund will continue to operate, the existence of the company and the fair value of the assets of Spectra SPC-Powerfund, the financial asset losses of $99,751 thousand have been recorded on December 31, 2022.

In the morning on April 21, 2023, the Company read an announcement on STI's website (www.stifg.com) that Spectra SPC-Powerfund has decided to initiate liquidation procedures.

The Company has appointed lawyers to attend the first liquidator's hearing. According to the hearing bundle, the liquidator considered the Company as a potential creditor.

Spectra SPC-Powerfund held the first creditors' meeting on July 7, 2023 at 10:00 a.m. (Taipei time). According to the document provided and the explanation given by the liquidator in the meeting, a brief update of the status is as follows:

  • (i) Spectra SPC-Powerfund's broker, City Credit Capital (Labuan) Ltd. (“ CCCL” ), is under liquidation. In the creditors' meeting, the chairman only briefly reported that CCCL is severely balance sheet insolvent.

  • (ii) The liquidator has been notified by the joint administrators who were appointed by the directors of City Credit Capital (UK) LIMITED (“CCCL(UK)”), a broker, of Spectra SPCPowerfund, CCCL(UK) has entered into administration due to financial difficulties.

(Continued)

25

PANION & BF BIOTECH INC. Notes to the Parent Company Only Financial Statements

Regarding the subsequent liquidation matters of Spectra SPC-Powerfund and the recovery of investment, the Company has instructed its legal advisors to take subsequent legal actions.

  • (e) Investments accounted for using equity method

The Company's investments accounted for using the equity method was as follows:

Subsidiaries
Credit balance of investments accounted for using equity
method:
Joint ventures
December 31,
2023
$
905,193
December 31,
2023
$
31,308
December 31,
2022
1,014,921
December 31,
2022
16,624

(i) Subsidiaries

Please refer to the consolidated financial statements.

The Company owned 100 of the shares in Cheng Fong Chemical Co., Ltd.. During the Board of Directors meeting held on January 7, 2022, Cheng Fong Chemical Co., Ltd. resolved to increase its capital and issue 30,000 thousand new shares, each with a par value of $10, amounting to $300,000 thousand. All the new shares were subscribed by the Company. The registration was completed on January 28, 2022.

(ii) Joint ventures

Weigao Panion Biotech Holding Company Limited is the Company's only Joint Ventures. Its main business activities are the research and development of new drugs and sells drugs in China.

The following table summarizes the financial information of Weigao Panion Biotech Holding Company Limited as included in its own financial statements,

Percentage ownership interest
Non-current assets
Current assets
Non-current liabilities
Current liabilities
Net assets
Cash and cash equivalents
Non-current financial liabilities (excluding accounts
payable and other payables and provision)

(Continued)

26

PANION & BF BIOTECH INC. Notes to the Parent Company Only Financial Statements

The Company's share of net assets
Elimination of unrealized profit on downstream sales
Carrying amount of interest in joint venture
Operating revenue
Net losses for the year from the continuing operations
Other comprehensive income
Total comprehensive income
The Company's share of total comprehensive income
December 31,
2023
$ 53,300
(84,608)
$
(31,308)
2023
$
-
$ (31,851)
(1,521)
$
(33,372)
$
(14,684)
December 31,
2022
67,984
(84,608)
(16,624)
2022
-
(18,593)
7,353
(11,240)
(4,946)

(iii) Collateral

The Company did not pledge any collateral on investments accounted for using the equity method.

(f) Property, plant and equipment

The cost, depreciation, and impairment of the property, plant and equipment of the Company were as follows:

Cost of deemed cost:
Balance at January 1, 2023
Additions
Disposals
Reclassification
Balance at December 31, 2023
Balance at January 1, 2022
Additions
Disposals
Reclassification
Balance at December 31, 2022
Depreciation and impairment:
Balance at January 1, 2023
Depreciation
Disposals
Balance at December 31, 2023
Balance at January 1, 2022
Depreciation
Disposals
Balance at December 31, 2022
Land
$ 155,012
-
-
-
$
155,012
$ 155,012
-
-
-
$
155,012
$ -
-
-
$
-
$ -
-
-
$
-
Buildings and
Constructions
175,725
8,066
(4,443)
47,162
226,510
176,451
960
(3,126)
1,440
175,725
63,347
6,326
(4,443)
65,230
60,970
5,503
(3,126)
63,347
Machinery
equipment
316,256
22,751
(66,407)
9,116
281,716
245,345
34,064
(10,943)
47,790
316,256
140,333
49,015
(66,142)
123,206
104,239
46,767
(10,673)
140,333
Other
equipment
231,090
28,145
(22,560)
20,366
257,041
173,998
23,270
(12,126)
45,948
231,090
85,868
38,131
(22,560)
101,439
67,028
30,754
(11,914)
85,868
Constructions
in process
76,208
31,414
-
(69,894)
37,728
81,459
87,672
-
(92,923)
76,208
-
-
-
-
-
-
-
-
Total
954,291
90,376
(93,410)
6,750
958,007
832,265
145,966
(26,195)
2,255
954,291
289,548
93,472
(93,145)
289,875
232,237
83,024
(25,713)
289,548

(Continued)

27

PANION & BF BIOTECH INC.

Notes to the Parent Company Only Financial Statements

Carrying amount:
Balance at December 31, 2023
Balance at December 31, 2022
Land
$
155,012
$
155,012
Buildings and
Constructions
161,280
112,378
Machinery
equipment
158,510
175,923
Other
equipment
155,602
145,222
Constructions
in process
37,728
76,208
Total
668,132
664,743

As of December 31, 2023 and 2022, the property, plant and equipment of the Company had been pledged as collateral for long-term loans and credit lines; please refer to note 8.

(g) Right-of-use assets

The cost, depreciation, and impairment of the land, buildings and constructions, and other equipment that the Company leases were as follows:

Cost:
Balance at January 1, 2023
Additions
Write-off
Balance at December 31, 2023
Balance at January 1, 2022
Additions
Balance at December 31, 2022
Depreciation and impairment:
Balance at January 1, 2023
Depreciation
Write-off
Balance at December 31, 2023
Balance at January 1, 2022
Depreciation
Balance at December 31, 2022
Carrying amount:
Balance at December 31, 2023
Balance at December 31, 2022
Land, buildings
and
constructions
$ 46,751
13,517
(9,014)
$
51,254
$ 34,567
12,184
$
46,751
$ 24,353
10,104
(9,014)
$
25,443
$ 14,413
9,940
$
24,353
$
25,811
$
22,398
Other
equipment
4,368
1,526
-
5,894
3,801
567
4,368
2,266
1,254
-
3,520
1,154
1,112
2,266
2,374
2,102
Total
51,119
15,043
(9,014)
57,148
38,368
12,751
51,119
26,619
11,358
(9,014)
28,963
15,567
11,052
26,619
28,185
24,500

(Continued)

28

PANION & BF BIOTECH INC.

Notes to the Parent Company Only Financial Statements

(h) Intangible assets

The cost, amortization, and impairment of the Company's intangible assets were as follows:

Cost:
Balance at December 31, 2023 (as of balance at January 1, 2023)
Balance at December 31, 2022 (as of balance at January 1, 2022)
Amortization and impairment
Balance at January 1, 2023
Amortization
Balance at December 31, 2023
Balance at January 1, 2022
Amortization
Balance at December 31, 2022
Carrying Amount:
Balance at December 31, 2023
Balance at December 31, 2022
Patent
$
18,087
$
18,087
$ 16,643
561
$
17,204
$ 16,083
560
$
16,643
$
883
$
1,444
  • (i) Long-term loans and short-term loans

  • (i) Short-term loans

Unsecured bank loans
Secured bank loans
Unsecured bank loans
Total
December 31, 2023 31, 2023
Currency Range of interest
rates (%)
Year of
maturity
Amount
2024
$
320,000
31, 2022
NTD 1.783~1.800
December
Currency Range of interest
rates (%)
Year of
maturity
Amount
2023
$ 50,000
2023
200,000
$
250,000
Amount
NTD
NTD
1.725
1.531

As of December 31, 2023 and 2022, the unused credit lines of the Company's short-term loans were amounted to $780,000 thousand and $550,000 thousand, respectively.

(ii) Long-term loans

As of December 31, 2023 and 2022, the unused credit lines of the Company's long term loans were amounted to $0 thousand and $300,000 thousand, respectively.

(Continued)

29

PANION & BF BIOTECH INC.

Notes to the Parent Company Only Financial Statements

(iii) Bank loan collateral

For the details of assets pledged as collateral, please refer to note 8.

(j) Lease liabilities

The carrying amounts of the Company's lease liabilities were as follows:

Current
Non-current
December 31,
2023
$
11,766
$
17,076
December 31,
2022
11,113
14,463

For the maturity analysis, please refer to note 6(s) financial instruments.

The amounts recognized in profit or loss were as follows:

Interest on lease liabilities
Expenses relating to short-term leases
2023
$
312
$
4,928
2022
363
5,878

The amounts recognized in the statement of cash flows for the Company were as follows:

Total cash outflow for leases 2023
$
17,010
2022
17,415

(k) Employee benefits

(i) Defined benefit plans

The present value of the defined benefit obligations and the fair value adjustments of the plan assets for the Company were as follows:

Present value of the defined benefit obligations
Fair value of plan assets
Net defined benefit asset
December 31,
2023
$ 61,886
(51,504)
$
10,382
December 31,
2022
61,530
(50,408)
11,122

The Company makes defined benefit plan contributions to the pension fund account at Bank of Taiwan that provides pensions for employees upon retirement. The plans (covered by the Labor Standard) entitle a retired employee to receive an annual payment based on years of service and average salary for the six months prior to retirement.

(Continued)

30

PANION & BF BIOTECH INC.

Notes to the Parent Company Only Financial Statements

  • 1) Composition of plan assets

The Company allocates pension funds in accordance with the "Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund", and such funds are managed by the Bureau of Labor Funds, Ministry of Labor. With regard to the utilization of the funds, minimum earnings shall be no less than the earnings attainable from the two-year time deposits with the interest rates offered by local banks.

The Company's Bank of Taiwan labor pension reserve account balance amounted to $51,504 thousand as of December 31, 2023. For information on the utilization of the labor pension fund assets including the asset allocation and yield of the fund, please refer to the website of the Bureau of Labor Funds, Ministry of Labor.

  • 2) Movements in present value of the defined benefit obligations

The movements in present value of the Company's defined benefit obligations were as follows:

Defined benefit obligation at January 1
Current service costs and interest
Remeasurements of the net defined benefit asset
Actuarial gains and losses arising from
changes in financial assumptions
Benefits paid
Defined benefit obligation at December 31
2023
$ 61,530
1,165
(209)
(600)
$
61,886
2022
64,754
673
(2,342)
(1,555)
61,530
  • 3) Movements in fair value of plan assets

The movements in the fair value of the Company's plan assets were as follows:

Fair value of plan assets at January 1
Interest income
Remeasurements of the net defined benefit asset
The return on plan assets (excluding amounts
included in the interest during this period)
Contributions made
Benefits paid
Fair value of plan assets at December 31
2023
$ 50,408
719
356
621
(600)
$
51,504
2022
47,277
276
3,696
714
(1,555)
50,408

(Continued)

31

PANION & BF BIOTECH INC.

Notes to the Parent Company Only Financial Statements

  • 4) Expenses recognized in profit or loss

The Company's expenses recognized on profit or loss were as follows:

Current service costs
Net interest on the defined benefit asset
Operating costs and expenses
5)
Actuarial assumptions
2023
$ 284
162
$
446
2022
290
107
397

The Company's significant actuarial assumptions used in calculating the present value of the defined benefit obligation at the reporting date were as follows:

Discount rate
Future salary increases
December 31,
2023
December 31,
2022
%
1.375
%
1.500
%
3.000
%
3.000

The expected contribution to be made by the Company to the defined benefit plans for the one-year period after the 2023 reporting date is $636 thousand.

The weighted average lifetime of the defined benefits plans is 9.37 years.

  • 6) Sensitivity analysis

As of December 31, 2023 and 2022, the effect of changes in the principle actuarial assumptions on the present value of the defined benefit obligations were as follows:

At December 31, 2023
Discount rate
Future salary increases
At December 31, 2022
Discount rate
Future salary increases
Impact on the defined benefit
obligations
Increased
0.25%
Decreased
0.25%
$ (717)
747
714
(690)
(786)
809
779
(758)

The above sensitivity analysis is based on the effect of changes in a single assumption under the condition that other assumptions remain constant. In practice, many changes in assumptions may be linked together. The method used for the sensitivity analysis and calculation of the net defined benefit pension asset is the same.

The method used for sensitivity analysis for this year is the same as the method used in the previous year.

(Continued)

32

PANION & BF BIOTECH INC.

Notes to the Parent Company Only Financial Statements

(ii) Defined contribution plans

The Company allocates 6% of each employee's monthly wages to the labor pension personal account at the Bureau of Labor Insurance in accordance with the provisions of the Labor Pension Act. Under this defined contribution plan, the Company allocates a fixed amount to the Bureau of Labor Insurance without additional legal or constructive obligation.

The Company's pension costs under the defined contribution method were $13,610 thousand and $12,947 thousand for the years ended December 31, 2023 and 2022, respectively.

(l) Income taxes

(i) Income tax expenses

The Company's income tax expenses consisted of the following:

2023
Current income tax expense
Current period
$ 92,383
Adjustment for prior periods
42
92,425
Deferred tax expense (benefit)
The origination and reversal of temporary differences
(3,573)
Income tax expense from continuing operations
$
88,852
The Company's income tax expense (benefit) recognized
2023
Items that may not be reclassified into profit and loss:
Remeasurements of defined benefit plan
$
113
Reconciliations of the Company's income tax expense and income before tax
2022
147,017
3,560
150,577
(1,071)
149,506
2022
1,207
were as follows:
Income before tax
Income tax using the Company's domestic tax rate
Effect of tax rates in foreign jurisdiction
Adjustments according to tax laws
Adjustments on prior years' tax expense
Income tax expense
2023
$
166,071
$ 33,214
33,091
22,505
42
$
88,852
2022
331,851
66,370
30,461
49,115
3,560
149,506

(Continued)

33

PANION & BF BIOTECH INC.

Notes to the Parent Company Only Financial Statements

The Company and its subsidiary, Cheng Fong Chemical Co., Ltd., file tax returns under the linked-tax system, and the related payable due to the related party as of December 31, 2023 and 2022 was as follows:

and 2022 was as follows:
Payable due to associate (recorded under other
payablesrelated parties)
December 31,
2023
$
5,669
December 31,
2022
5,619
  • (ii) Deferred tax assets and liabilities

  • 1) Unrecognized deferred tax assets and liabilities

The Company is not able to assure that the temporary differences associated with investments in subsidiaries, as of December 31, 2023 and 2022, will be reversed in the foreseeable future, or to consider it is probable that taxable profit will be sufficient to allow the temporary differences to be deducted. A deferred tax asset for these temporary differences is therefore not recognized. Details are as follows:

Aggregate amount of temporary differences
related to investments in subsidiaries
Unrecognized deferred tax assets
December 31,
2023
$
118,187
$
23,637
December 31,
2022
67,981
13,596

The Company is able to control the timing of the reversal of the temporary differences associated with investments in subsidiaries as of December 31, 2023 and 2022, and considers it probable that the temporary differences will not reverse in the foreseeable future. Hence, such temporary differences are not recognized under deferred tax liabilities. Details are as follows:

  • 2) Recognized deferred tax assets and liabilities

Changes in the amount of deferred tax assets and liabilities were as follows:

Deferred tax assets

Balance at January 1, 2023
Recognized in profit or loss
Recognized in other comprehensive
income
Balance at December 31, 2023
Defined
benefit plans
$ 541
-
(113)
$
428
Loss from
investment
using equity
method
11,856
2,803
-
14,659
Allowance
for
inventory
devaluation
loss
8,725
770
-
9,495
Others
-
-
-
-
Total
21,122
3,573
(113)
24,582

(Continued)

34

PANION & BF BIOTECH INC. Notes to the Parent Company Only Financial Statements

Defined
benefit plans
Loss from
investment
using equity
method
Allowance
for
inventory
devaluation
loss
Balance at January 1, 2022
$ 3,495
10,220
6,934
Recognized in profit or loss
(1,747)
1,636
1,791
Recognized in other comprehensive
income
(1,207)
-
-
Balance at December 31, 2022
$
541
11,856
8,725
Deferred tax liabilities
Balance at December 31, 2023 (as of balance at January 1,
2023)
Balance at December 31, 2022 (as of balance at January 1,
2022)
Others
Total
609
21,258
(609)
1,071
-
(1,207)
-
21,122
Reserve for land
value increment
tax
$
19,729
$
19,729
  • (iii) Income tax examination

The tax authorities have examined the income tax returns of the Company through 2020.

(m) Share capital and other equity

(i) Issuance of common stock

As of December 31, 2023 and 2022, the total value of authorized ordinary shares amounted to $1,000,000 thousand, with a par value of $10 per share, of which 85,739 thousand shares were outstanding. All issued shares were paid up upon issuance.

(ii) Capital surplus

The balances of the Company's capital surplus were as follows:

Paid-in capital in excess of par value
Employee share options
December 31,
2023
$ 861,407
5,480
$
866,887
December 31,
2022
865,694
5,480
871,174

In accordance with the ROC Company Act, realized capital surplus can be used to increase share capital or to distribute as cash dividends after offsetting losses. The aforementioned capital surplus includes share premiums and donation gains. In accordance with the Securities Offering and Issuance Guidelines, the amount of capital surplus to increase share capital shall not exceed 10 percent of the actual share capital amount.

(Continued)

35

PANION & BF BIOTECH INC. Notes to the Parent Company Only Financial Statements

The Company's Articles of Incorporation revised on June 9, 2020, provided that the Company may distribute legal reserve and capital surplus in compliance with laws and regulations. For distribution by way of new shares issuance, a resolution shall be passed during the general meeting of shareholders; for distribution by way of cash, a resolution shall be passed by the Board of Directors with at least two-thirds of the directors present and a majority of the directors agree, and shall be reported to the general meeting of shareholders.

Details of cash dividends from capital surplus, please refer to note 6(m) (iii) Retained earnings.

(iii) Retained earnings

The Company's Articles of Incorporation provided that, when allocating the net profits for each fiscal year, the Company should first pay income tax, offset its prior years' deficits, and appropriate 10% of net income to legal reserve until the accumulated legal reserve capital equals the Company's paid-in capital. The Company may also appropriate special reserve capital based on business needs and in compliance with laws and regulations. After the above appropriations, current and prior-period earnings that remain undistributed will be proposed for distribution by the Board of Directors. For distribution by way of new shares issuance, a resolution shall be passed during the general meeting of shareholders; for distribution by way of cash, a resolution shall be passed by the Board of Directors with at least two-thirds of the directors present and a majority of the directors agree, and shall be reported to the general meeting of shareholders.

The Company's dividend policy adopts the principle of prudence with consideration of its profitability and financial structure and future development. The Company stipulated a dividend policy that distributes at least 40% of accumulated earnings as shareholders' dividends and at least 10% of the distribution shall be by way of cash. However, the Board of Directors may adjust the percentage of distribution based on the actual operating performances upon the approval from the general meeting of the shareholders.

1) Legal reserve

If the Company experienced profit for the year, the distribution of the statutory earnings reserve, either by new shares or by cash, shall be decided at the shareholders' meeting, and the distribution amount is limited to the portion of legal reserve which exceeds 25 percent of the paid-in capital.

2) Special reserve

In accordance with the rules issued by the FSC, a portion of current-period earnings and undistributed prior-period earnings shall be reclassified as special reserve during earnings distribution. The amount to be reclassified should be equal to the difference between the total net current-period reduction of other shareholders' equity. Similarly, a portion of undistributed prior-period earnings shall be reclassified as special earnings reserve (which does not qualify for earnings distribution) to account for cumulative changes to other shareholders' equity pertaining to prior periods. Amounts of subsequent reversals pertaining to the net reduction of other shareholders' equity shall qualify for additional distributions.

(Continued)

36

PANION & BF BIOTECH INC.

Notes to the Parent Company Only Financial Statements

3) Distribution of earnings

The amounts of cash dividends on the appropriations of 2022 and 2021 earnings and the distribution of cash dividends from capital surplus were approved during the board meeting on March 30, 2023 and March 15, 2022, respectively. The appropriations and dividends per share were as follows:

Dividends distributed to
common stockholders:
Cashretained earnings
Cashcapital surplus
Total
2022
Amount per
share
Total
amount
$ 1.95
167,191
0.05
4,287
$
171,478
2022
Amount per
share
Total
amount
$ 1.95
167,191
0.05
4,287
$
171,478
2021 2021
Amount per
share
Amount
per share
1.12
0.38
Total
amount
$ 1.95
0.05
96,028
32,581
128,609

The amounts of cash dividends on the appropriation of 2023 earnings and the distribution of cash dividends from capital surplus were approved by the Board of Directors on March 7, 2024. The appropriations and dividends per share were as follows:

Dividends distributed to common stockholders:
Cashretained earnings
Cashcapital surplus
Total
2023 2023
Amount per
share
Total amount
$ 0.80
68,591
0.70
60,018
$
128,609
Total amount
68,591
60,018

(n) Earnings per share

The calculation of the Company's basic and diluted earnings per share were as follows:

i) Basic earnings per share

2023
Net income attributable to common shareholders of
the Company
$
77,219
Weighted-average number of common shares
outstanding
85,739
Basic earnings per share (New Taiwan Dollar)
$
0.90
2022
182,345
85,739
2.13

(Continued)

37

PANION & BF BIOTECH INC.

Notes to the Parent Company Only Financial Statements

ii)
Diluted earnings per share
2023
Net income attributable to common shareholders of
the Company
$
77,219
Weighted-average number of common shares
outstanding
85,739
Influence of potentially dilutive shares
Remuneration to employees
52
Weighted-average number of shares outstanding
(diluted)
85,791
Diluted earnings per share (New Taiwan Dollar)
$
0.90
(o)
Revenue from contracts with customers
(i)
Disaggregation of revenue
2023
Primary geographical markets:
Taiwan
$ 1,183,900
United States
405,235
China, Hong Kong and Macau
10,729
Korea
13,760
Other
692
$
1,614,316
Major products/services lines:
Pharmaceutical
$ 740,579
Supplement
295,732
Cosmeceutical
83,055
Diagnostic
80,774
Medical device
8,941
Milestone payments
-
Sales royalty fee
405,235
$
1,614,316
2022
182,345
85,739
89
85,828
2.12
2022
1,688,958
401,088
13,061
-
8,907
2,112,014
724,221
183,929
64,308
724,639
4,998
8,831
401,088
2,112,014

(Continued)

38

PANION & BF BIOTECH INC. Notes to the Parent Company Only Financial Statements

(ii) Contract balances

Notes receivable
Notes receivablerelated party
Accounts receivable
Accounts receivablerelated party
Overdue receivables
Less: allowance for impairment
Total
December 31,
2023
$ 92,109
25,577
163,228
15,654
317
345
$
296,540
December 31,
2022
87,214
31,435
153,776
23,061
1,577
1,578
295,485
January 1,
2022
79,533
35,936
134,364
10,399
1,388
1,393
260,227

For details on notes receivable, accounts receivable, overdue receivables and allowance for impairment, please refer to note 6(b)

(p) Remuneration to employees and directors

The Company's articles of incorporation provided that the Company should contribute no less than 2% of profit as employee remuneration and less than 5% as directors' remuneration when there is profit for the year. However, if the Company has accumulated deficits, the profit should be reserved to offset the deficit.

The remuneration to employees can be in the form of stock or cash, wherein the recipients may include the employees of the Company's affiliated who meet certain specific conditions set forth by the Board of Directors. The remuneration to directors can only be in the form of cash.

For the years ended December 31, 2023 and 2022, the Company accrued its remuneration to employees amounting to $3,496 thousand and $14,587 thousand, respectively, and remuneration to directors amounting to $5,244 thousand and $18,233 thousand, respectively. These amounts are calculated by using the Company's pre-tax net profit for the period before deducting the amount of the remuneration to the employees and directors, multiplied by the distribution ratio of remuneration to the employees and directors under the Company's articles of association. The remunerations were expensed under operating expenses during each period. Related information would be available at the Market Observation Post System website. The amounts, as stated in these financial statements, are identical to those of the actual distributions for 2023 and 2022.

(q) Non-operating income and expenses

  • (i) Interest income
Interest income from bank deposits 2023
$
5,782
2022
1,499

(Continued)

39

PANION & BF BIOTECH INC.

Notes to the Parent Company Only Financial Statements

(ii)
Other income
Dividend income
Other incomeothers
Management service income
Others
Subtotal of other income – others
Total other income
(iii) Other gains and losses
Losses on disposal of property, plant and equipment,
net
Foreign exchange gains (losses), net
Gains on financial assets measured at fair value through
profit and loss
Other gains and losses, net
(iv)
Financial costs
Interest expenses
2023
$ 2,275
10,430
18,212
28,642
$
30,917
2023
$ (265)
(2,256)
2,077
$
(444)
2023
$
5,387
2022
1,541
30,801
1,969
32,770
34,311
2022
(280)
290
-
10
2022
3,801

(r) Financial instruments

  • (i) Credit risk

1) Credit risk exposure

The carrying amount of financial assets represents the maximum amount exposed to credit risk.

2) Concentration of credit risk

The Company's notes and accounts receivable concentrated on related parties and one of the major customers, wherein the related parties balances accounted for 14% and 18% of the total notes and accounts receivable as of December 31, 2023 and 2022, and this customer's balance accounted for 17% and 8% of the total notes and accounts receivable as of December 31, 2023 and 2022.

(Continued)

40

PANION & BF BIOTECH INC.

Notes to the Parent Company Only Financial Statements

(ii) Liquidity Risk

The following table shows the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting agreements.

December 31, 2023
Non-derivative financial
liabilities
Short-term loans
Accounts payable (including
related parties)
Other payables (including
related parties)
Lease liabilities
Guarantee deposit
December 31, 2022
Non-derivative financial
liabilities
Short-term loans
Accounts payable (including
related parties)
Other payables (including
related parties)
Lease liabilities
Guarantee deposit
Carrying
amount
$ 320,000
130,410
210,453
28,842
7,389
$
697,094
$ 250,000
119,010
248,024
25,576
2,592
$
645,202
Contractua
l cash flows
321,471
130,410
210,453
29,670
7,389
699,393
251,628
119,010
248,024
26,072
2,592
647,326
Less than 1
year
321,471
130,410
210,453
12,152
4,797
679,283
251,628
119,010
248,024
11,384
-
630,046
1-5 years
-
-
-
16,238
2,592
18,830
-
-
-
14,688
2,592
17,280
More than
5 years
-
-
-
1,280
-
1,280
-
-
-
-
-
-

The Company does not expect the cash flows included in the maturity analysis to occur significantly earlier or at significantly different amounts.

(Continued)

41

PANION & BF BIOTECH INC.

Notes to the Parent Company Only Financial Statements

  • (iii) Currency Risk

  • 1) Exposure to Foreign Currency Risk

The Company's significant exposure to foreign currency risk were as follows:

Financial assets
Monetary items
USD
JPY
EUR
CNY
HKD
VND
Financial Liabilities
Monetary items
USD
JPY
CNY
VND
December 31, 2023
Foreign
Currency
Exchange
Rate
TWD
$ 5,896
30.7080
181,060
112
0.2175
25
5
33.9600
174
754
4.3260
3,262
57
3.9329
226
488,379
0.0013
619
-
-
-
9
0.2175
2
-
-
-
398,078
0.0013
504
December 31, 2023
Foreign
Currency
Exchange
Rate
TWD
$ 5,896
30.7080
181,060
112
0.2175
25
5
33.9600
174
754
4.3260
3,262
57
3.9329
226
488,379
0.0013
619
-
-
-
9
0.2175
2
-
-
-
398,078
0.0013
504
December 31, 2022 December 31, 2022
Foreign
Currency
$ 5,896
112
5
754
57
488,379
-
9
-
398,078
Exchange
Rate
30.7080
0.2175
33.9600
4.3260
3.9329
0.0013
-
0.2175
-
0.0013
Foreign
Currency
5,575
3,394
-
522
-
-
9
-
109
-
Exchange
Rate
TWD
30.7250
171,304
0.2323
788
-
-
4.4060
2,300
-
-
-
-
30.7250
277
-
-
4.4060
480
-
-
  • 2) Sensitivity Analysis

The Company's exposure to foreign currency risk arises from the translation of the foreign currency exchange gains and losses on cash and cash equivalents, financial assets measured at fair value through profit and loss, accounts receivable and accounts payable that are denominated in foreign currency.

A strengthening (weakening) of 1% of the NTD against the USD, JPY, EUR, CNY, HKD and VND as of December 31, 2023 and 2022 would have increased (decreased) the net income before tax for the year ended December 31, 2023 and 2022 by $1,849 thousand and $1,736 thousand, respectively. The analysis assumes that all other variables remain constant and is performed on the same basis for both periods.

  • 3) Foreign Exchange gain and loss on monetary items

Due to the numerous types of functional currency of the Company, the Company disclose its exchange gains and losses of monetary items aggregately. The Company's net exchange gain (loss), including realized and unrealized, were $(2,256) thousand and $290 thousand for the years ended December 31, 2023 and 2022, respectively.

(Continued)

42

PANION & BF BIOTECH INC.

Notes to the Parent Company Only Financial Statements

(iv) Interest rate analysis

The Company's exposure to interest rate risk were as follows:

Instruments with variable interest rates
Bank deposits
Long and short-term loans
Carrying Amount Carrying Amount
December 31,
2023
$
409,635
$
320,000
December 31,
2022
331,280
250,000

The following sensitivity analysis is based on the risk exposure of the interest rate on derivative and non-derivative financial instruments on the reporting date. Regarding assets with variable interest rates, the analysis is on the basis of the assumption that the amount of assets outstanding at the reporting date was outstanding throughout the year. The rate of change is expressed as the interest rate increases or decreases by 1% when reporting to management internally, which also represents the management of the Company's assessment on the reasonably possible interval of interest rate change.

If the interest rate had increased or decreased by 1% with all other variable factors remaining constant, the Company's net income before tax will have increased or decreased by $896 thousand and $813 thousand, for the years ended December 31, 2023 and 2022, respectively.

(v) Fair value information

1) Categories and fair value of financial instruments

The carrying amount and fair value of the financial assets and liabilities, including the information on fair value hierarchy were as follows; however, except as described in the following paragraphs, for financial instruments not measured at fair value whose carrying amount is reasonably close to the fair value, disclosure of fair value information is not required:

Financial assets at fair value
through profit or loss
Mandatorily measured at fair
value through profit or loss
Financial assets at fair value
through profit or loss
Mandatorily measured at fair
value through profit or loss
December 31, 2023 December 31, 2023 December 31, 2023
Carrying
Amount
$
22,220
Fair Value
Level 1
Level 2
-
-
December 31, 2022
Level 3
22,220
Total
22,220
Fair Value
Level 1
-
Level 2
-
Level 3
35,193
Total
35,193

(Continued)

43

PANION & BF BIOTECH INC.

Notes to the Parent Company Only Financial Statements

  • 2) Valuation techniques and assumptions used in fair value determination -Non-derivative financial instruments

If a financial instrument has a quoted price in an active market, the market price is established as the fair value. Quoted prices from an exchange and actively traded government bonds traded over the counter are used as the basis for the fair value measurement of listed equity instruments and debt instruments with quoted prices in active markets.

A financial instrument is regarded as being quoted in an active market if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency and those prices represent actual and regularly occurring market transactions on an arm's-length basis. If the above-mentioned conditions are not met, the market would be considered as inactive. Generally, wide bidask spreads, increases in bid-ask spreads or low transaction volumes are indicators of an inactive market.

For equity instruments that there is no quoted price available, the Company uses the discounted cash flow model to estimate their fair values. The estimation is based on the investee's expected future cash flows, discounted to their present value using the discount rate that reflects the time value of money and the riskiness of the investment.

  • 3) Fair value hierarchy

The Company used the fair value that can be observed in the market to measure the value of assets and liabilities. Fair values levels are based on the degree in which the fair value can be observed and grouped into Levels 1 to 3 as follows:

  • a) Level 1: quoted prices (unadjusted) in active markets for identified assets or liabilities.

  • b) Level 2: inputs other than the quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).

  • c) Level 3: inputs for assets or liabilities that are not based on observable market data (unobservable inputs).

  • 4) Reconciliation of Level 3 fair values

Balance at January 1, 2023
Recognize in profit or loss
Return of capital
Balance at December 31, 2023
Mandatorily
measured at fair
value through
profit or loss
$ -
-
-
$
-
Unquoted
equity
instruments
35,193
2,077
(15,050)
22,220
Total
35,193
2,077
(15,050)
22,220

(Continued)

44

PANION & BF BIOTECH INC. Notes to the Parent Company Only Financial Statements

Balance at January 1, 2022
Recognize in profit or loss
Return of capital
Reclassified from Level 1
Balance at December 31, 2022
Mandatorily
measured at fair
value through
profit or loss
$ -
(99,751)
-
99,751
$
-
Unquoted
equity
instruments
53,523
(3,330)
(15,000)
-
35,193
Total
53,523
(103,081)
(15,000)
99,751
35,193

In accordance with IFRS 13 Fair Value Measurement, the reliability and restrictions of the information used in measuring fair value should be regularly evaluated. The Company can no longer obtain the quoted price of Spectra SPC-Powerfund, and the current volume and level of activity of the fund exists significant uncertainty. The Company, therefore, reclassified its level of fair value hierarchy from Level 1 to Level 3, and recorded the losses under loss on financial assets measured at fair value through profit and loss.

  • 5) Quantified information on significant unobservable inputs (Level 3) used in fair value measurement

Valuation Significant Unobservable Item Technique Inputs Financial assets at Income  Discount rate (7.000% at fair value through Approach December 31, 2022) profit or loss  Sustainable growth rate equity investments without an active (1.50% at December 31, 2022) market

  • Sustainable growth rate (1.50% at December 31, 2022)

  • Discount for lack of marketability (30% at December 31, 2022)

  • Minority interest discount (26.49% at December 31, 2022)

Inter-relationship between significant unobservable inputs and fair value measurement

  • The estimated fair value would decrease if the discount rate was higher

  • The higher the sustainable growth rate, the higher the estimated fair value

  • The estimated fair value would decrease if the liquidity discount was higher

  • The estimated fair value would decrease if the minority interest discount was higher

(Continued)

45

PANION & BF BIOTECH INC. Notes to the Parent Company Only Financial Statements

Item
Financial assets at
fair value through
profit or loss–
venture capital
and equity
investments
without an active
market
Financial assets at
fair value through
profit or loss–
foreign fund
Valuation
Technique
Asset
approach
Asset
approach
Significant Unobservable
Inputs
Net asset value
Net asset value, liquidity,
marketability and credit risk
adjustment (including risk of
default) were 100%

Inter-relationship between significant unobservable inputs and fair value measurement The estimated fair value would increase if the net asset value was higher.

  • The estimated fair value would increase if the net asset value was higher

  • The estimated fair value would decrease if the liquidity discount was higher

  • The estimated fair value would decrease if the credit risk was higher

  • (vi) Fair value measurements in Level 3 – sensitivity analysis of reasonably possible alternative assumptions

The Company's measurement for fair values for financial instruments is reasonable. However, a different valuation technique or possible changes to one or more assumptions would have different effects. For fair value measurement in Level 3, changing in assumptions would have the following effects:

December 31, 2022
Financial assets at fair value
through profit or loss
Equity investments without an
active market
Inputs
Discount
rate
Sustainable
growth rate
Increase/
Profit or loss
decrease
Favorable
Unfavorable
1%
$ 149
(102)
1%
115
(78)

The favorable and unfavorable effects represent the changes in fair value, and fair value is based on a variety of unobservable inputs calculated using a valuation technique.

(Continued)

46

PANION & BF BIOTECH INC.

Notes to the Parent Company Only Financial Statements

(s) Financial risk management

  • (i) Overview

The Company has exposure to the following risks arising from financial instruments:

  • 1) Credit risk

  • 2) Liquidity risk

  • 3) Market risk

This note discloses information about the Company's exposure to each of the above risks, the objectives, policies and processes for measuring and managing risks, and the Company's management of capital. Please see other related notes for quantitative information.

(ii) Risk management framework

The Board of Directors of the Company is full responsible for the establishment and management of the Company's risk management framework and policies.

The Company's risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company's activities. The Company through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.

The Company's Board of Directors oversees how management monitors compliance with the Company's risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The audit committee is assisted in its oversight role by Internal Audit which undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Board of Directors.

(iii) Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Company's receivables from customers.

1) Notes and accounts receivable

The Company's exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the demographics of the Company's customer base, including the default risk of the customer segmentation to which customers belong, as these factors may have an influence on credit risk.

(Continued)

47

PANION & BF BIOTECH INC. Notes to the Parent Company Only Financial Statements

The Company has established a credit policy under which each new customer is analyzed individually for creditworthiness before the Company's standard payment and delivery terms and conditions are offered. The Company's review includes external ratings, when available, and, in some cases, bank references. Purchase limits are established for each customer, which represent the maximum open amount without requiring approval; these limits are reviewed on a periodic basis.

The Company discloses the estimation of notes and accounts receivable's loss with allowance for bad debt account. Allowance for bad debt account is composed with specific losses and batch of unrecognized losses components. Unrecognized losses components are determined by historically statistical data from similar financial assets.

2) Investments

The credit risk exposure in the bank deposits, fixed income investment and other financial instruments are measured and monitored by the Company's finance department and reported to the management by authority. Since those who transact with the Company are banks with good credit standing, there are no non-compliance issues. Hence, there is no significant credit risk.

3) Guarantees

As of December 31, 2023 and 2022, the Company has no outstanding guarantees.

(iv) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company's approach to managing liquidity is to ensure, as far as possible, that it always has sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation.

The Company uses activity-based costing to estimate the cost of its products and services, which assists it in monitoring cash flow requirements and optimizing its cash return on investments. The Company aims to maintain the level of its cash and cash equivalents at an amount in excess of the expected cash flows on operating expenses and financial liabilities. This excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters. The Company has unused short-term bank facilities of $780,000 thousand and $850,000 thousand, respectively, as of December 31, 2023 and 2022.

(v) Market risk

Market risk is the risk that changes in interest rate, foreign exchange rates or the price of financial products will affect the Company's income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.

The Company's bank deposits are exposed to the cash flow risk arising from changes in interest rates. However, the impact of the cash flow risk arising from changes in interest rate is not expected to be significant.

(Continued)

48

PANION & BF BIOTECH INC.

Notes to the Parent Company Only Financial Statements

(t) Capital management

The Board's policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain the future development of the business. Capital consists of ordinary shares, capital surplus, retained earnings, and other equity of the Company. The Board of Directors monitors the return on capital as well as the level of dividends to common stockholders.

Debt-to-capital ratios as of December 31, 2023 and 2022 were as follows:

Debt-to-capital ratios as of December 31, 2023 and 2022 were as follows:
Total liabilities
Less: cash and cash equivalents
Net debt
Total equity
Debt-to-capital ratio
December 31,
2023
$ 806,087
410,033
$
396,054
$
1,911,080
%
21
December 31,
2022
759,248
331,616
427,632
2,007,113
%
21

As of December 31, 2023, there were no changes in the Company's approach of capital management.

(u) Investing and financing activities not affecting current cash flow

The Company's investing and financing activities which did not affect the current cash flow in the years ended December 31, 2023 and 2022, were derived from the acquisition of its right-of-use assets from its lease liabilities

(v) Reconciliations of liabilities arising from financing activities

The reconciliations of liabilities arising from financing activities in the years ended December 31, 2023 and 2022 were as follows:

Short-term loans
Lease liabilities
Total liabilities from
financing activities
January 1,
2023
$ 250,000
25,576
$
275,576
Cash flows
70,000
(12,082)
57,918
Non-Cash Changes
Acquisition
of right-of-
use assets
Effect of
movements
in exchange
rates
Interest
Expense
-
-
-
15,043
(7)
312
15,043
(7)
312
Non-Cash Changes
Acquisition
of right-of-
use assets
Effect of
movements
in exchange
rates
Interest
Expense
-
-
-
15,043
(7)
312
15,043
(7)
312
December
31, 2023
Acquisition
of right-of-
use assets
-
15,043
15,043
Effect of
movements
in exchange
rates
-
(7)
(7)
320,000
28,842
348,842

(Continued)

49

PANION & BF BIOTECH INC.

Notes to the Parent Company Only Financial Statements

Short-term loans
Lease liabilities
Total liabilities from
financing activities
January 1,
2022
$ 50,000
23,999
$
73,999
Cash flows
200,000
(11,537)
188,463
Non-Cash Changes
Interest
Expense
-
363
363
December 31,
2022
Acquisition of
right-of-use
assets
-
12,751
12,751
250,000
25,576
275,576

(7) Related-party transactions:

(a) Parent company and ultimate controlling party

The Company is the ultimate controlling party of the subsidiaries.

(b) Name and relationship with related parties

The following are entities that have had transactions with related parties during the periods covered in parent company only financial statements.

Name of related party Bowlin Biotech Corp. Bowlin Holding Co., Ltd. (Cayman) Bowlin Holding Co. Ltd.

Bowlin Holding (HK) Co., Limited

Pou Ling Sang Kei Macau Sociedade Unipessoal Limitada

Zhuhai Baozhan Trade Co., Ltd.

Zhuhai Panion & BF Biotech Inc.

Zhuhai Panion Innovation Biotech Co., Ltd.

Cheng Fong Chemical Co., Ltd.

Shining Biomedical Company Ltd.

Te-Yang Tsai

Yubo IP Studio

Weigao Panion Biotech Holding Company Limited

Relationship with the Company Subsidiaries

Subsidiaries Subsidiaries

Subsidiaries Subsidiaries

Subsidiaries

Subsidiaries

Subsidiaries

Subsidiaries

Other related party

First-degree relative of the Company's general manager

Its responsible person is a first-degree relative of the Company's general manager

Joint venture

Shandong Weigao Panion Pharmaceutical Joint venture Company Limited

(Continued)

50

PANION & BF BIOTECH INC.

Notes to the Parent Company Only Financial Statements

Name of related party Relationship with the Company
Shanghai Weigao Panion Pharmaceutical Joint venture
Company Limited
Panion Charity Foundation Other related party
  • (c) Significant transactions with related parties

(i) Sales

The amounts of significant sales transactions between the Company and its related parties were as follows:

Subsidiaries
Zhuhai Panion & BF Biotech Inc.
Zhuhai Panion Innovation Biotech Co., Ltd.
Cheng Fong Chemical Co., Ltd.
Other related parties
Shining Biomedical Company Ltd.
2023
$ 3,960
114
-
120,018
$
124,092
2022
5,390
229
5
124,504
130,128

The terms with related parties were not significantly different from those provided to other customers.

(ii) Interest income

The interest charged by the Company to its related parties were as follows:

2023 2022
Subsidiaries
Cheng Fong Chemical Co., Ltd. $ 28 43
(iii) Consultant Fees
The consultant fees that the Company paid to its related parties were as follows:
2023 2022
Other related parties $ 2,320 2,042
(iv) Donation

The donations that the Company made to its related parties were as follows:

Other related parties 2023
$
300
2022
300

(Continued)

51

PANION & BF BIOTECH INC.

Notes to the Parent Company Only Financial Statements

(v) Service revenue

The Company provided administrative services to its related parties The service revenue was recorded under non-operating income and expenses – other income as follows:

Subsidiaries
Bowlin Holding Co. Ltd.
Cheng Fong Chemical Co., Ltd.
(vi)
Receivable due from related parties
2023
$ 3,230
7,200
$
10,430
2022
23,601
7,200
30,801

The receivables due from related parties were as follows:

Account
Notes receivable –
related party
Accounts receivable –
related party
related party
Accounts receivable –
related party
Relationship
Other related parties
Shining Biomedical
Company Ltd.
Subsidiaries
Zhuhai Panion Innovation
Biotech Co., Ltd.
Zhuhai Panion & BF
Biotech Inc.
Other related parties
Shining Biomedical
Company Ltd.
December 31,
2023
$ 25,577
113
2,081
13,460
$
41,231
December 31,
2022
31,435
-
1,301
21,760
54,496

(vii) Purchase

The amounts of purchases transactions between the Company and its related parties were as follows:

Subsidiaries
Cheng Fong Chemical Co., Ltd.
Zhuhai Panion & BF Biotech Inc.
Zhuhai Panion Innovation Biotech Co., Ltd.
2023
$ 12,597
2,489
2,228
$
17,314
2022
2,204
1,215
450
3,869

The terms with related parties were not significantly different from those provided by other vendors.

(Continued)

52

PANION & BF BIOTECH INC.

Notes to the Parent Company Only Financial Statements

(viii) Payable due to related parties

The payables due from related parties were as follows:

Account
Relationship
Other payables
Subsidiaries
Cheng Fong Chemical Co.,
Ltd.
Accounts payable
Subsidiaries
Zhuhai Panion & BF
Biotech Inc.
Zhuhai Panion Innovation
Biotech Co., Ltd.
Cheng Fong Chemical Co.,
Ltd.
Other payables
Other related parties
(d)
Key management personnel compensation
Key management personnel compensation comprised:
Short-term employee benefits
Post-employment benefits
(8)
Pledged assets:
The carrying values of pledged assets were as follows:
Pledged Assets
Object
Property, plant, and
equipment:
Land
Short & long-term loans
Buildings
Short & long-term loans
December 31,
2023
$ 5,669
-
88
2,504
754
$
9,015
2023
$ 44,047
1,023
$
45,070
December 31,
2023
$ 155,012
161,280
$
316,292
December 31,
2022
5,619
304
178
-
643
6,744
2022
81,917
978
82,895
December 31,
2022
155,012
112,378
267,390

(Continued)

53

PANION & BF BIOTECH INC.

Notes to the Parent Company Only Financial Statements

(9) Commitments and contingencies:

  • (a) In July 2001, the Company signed a patent license agreement with Chen Hsing Hsu to obtain the right to put the patent on Nephoxil, a new drug for kidney disease, into practice, and further amended the agreement in August 2005. The terms and conditions in the agreement stipulated that the Company shall pay Chen Hsing Hsu royalty fees based on the net sales of the licensed products. The Company recorded its royalty payments due to Chen Hsing Hsu arising from the patent license agreement under operating costs.

The patents on Nephoxil in the United States, Taiwan and Japan have all expired as of November 14, 2022. The Company has terminated the above patent license agreement in accordance with the terms set forth in the agreement. The termination was effective upon the aforementioned patent expiration date.

  • (b) The Company and Shandong Weigao Pharmaceutical Company Limited (“ Shandong Weigao” ) entered into a joint venture agreement on February 24, 2015 to establish a Company Weigao Panion Biotech Holding Company (“ Weigao Panion” ), with the companies holding of 49% and 51%, respectively. The Company then invested in Shandong Weigao Panion Pharmaceutical Company Limited (“Shandong Weigao Panion”) through Weigao Panion. The Company granted licenses to Shandong Weigao Panion through Weigao Panion with its patent rights to develop, manufacture and exclusively sell Nephoxil in mainland China, and the license fees for the rights granted were amounted to CNY 150,000 thousand, including the down payment of CNY 30,000 thousand and the milestone payment of CNY 120,000 thousand. The Company recognized the down payment and the milestone payments of each phase based on the development progress of Nephoxil, and reinvested part of the milestone payment in Weigao Panion, and Shandong Weigao would also invest according to the original shareholdings.

The Company had recognized revenue of $42,975 thousand (including the milestone payment of CNY 10,000 thousand), $44,388 thousand including the (milestone payment of CNY 10,000 thousand), $23,200 thousand (including the milestone payment of CNY 5,000 thousand) and $84,490 thousand (including the down payment CNY 12,000 thousand and the milestone payment of CNY 4,900 thousand) in the years ended December 31, 2020, 2019, 2018 and 2015, respectively. The unrealized profit balances were $84,608 thousand for both periods (recorded under the Company's credit balance of investments accounted for using equity method).

The Company entered into a consulting contract with the third parties, separately. The contract provided that the Company shall pay relevant expenses to each third party based on the down payment and the milestone payments of each stage in accordance with the above-mentioned patent license agreement, amounting to a total of CNY 10,500 thousand. The Company made consulting costs payments of $1,719 thousand (CNY 400 thousand), $1,776 thousand (CNY 400 thousand), $928 thousand (CNY 200 thousand) and $25,749 thousand (CNY 5,176 thousand) in the years 2020, 2019, 2018 and 2015, respectively. In addition, the contract stipulated that each counterparty to the contract may subscribe to buy 2.5% of Weigao Panion shares at the same cost as the Company's original investment cost to Weigao Panion. The subscriptions were completed in 2016.

(10) Losses due to major disasters: None.

(11) Subsequent events: Please refer to notes 6(m).

(Continued)

54

PANION & BF BIOTECH INC.

Notes to the Parent Company Only Financial Statements

(12) Other:

  • (a) A summary of personnel costs, depreciation, depletion and amortization is as follows:
Function
Account
2023 2023 2023 2022 2022 2022
Operating
cost
Operating
expenses
Total Operating
cost
Operating
expenses
Total
Personnel costs
Salaries
Labor and health
insurance
Pension
Remuneration to directors
Other personnel expense
Depreciation
Amortization
95,607
10,149
4,486
-
6,240
59,197
-
213,756
20,527
9,570
13,650
8,913
45,633
561
309,363
30,676
14,056
13,650
15,153
104,830
561
96,356
9,442
4,351
-
6,546
47,426
-
248,158
18,597
8,993
26,695
9,238
46,650
560
344,514
28,039
13,344
26,695
15,784
94,076
560

The Company's number of employees and additional information on employee benefits for the years ended December 31, 2023 and 2022 were as follows:

Number of employees
Number of non-employees directors
Average employees' benefit
Average salary
Adjustment of employees' average salary
Supervisor remuneration

The Company's salary and remuneration policy (including directors, managers and employees) were as follows:

  • (i) In accordance with the Company's ‘ Rules for Distribution Compensation to Directors and Independent Directors, the Company should contribute $50,000~$120,000 to each independent director on a monthly basis, the amounts of compensation should be reviewed by the Compensation Committee and reported to the Board of Directors. Different levels of compensation are determined by the responsibility, functions and riskiness that is accounted by each director in the functional committee.

  • (ii) The managers' salary includes their basic salary, year-end bonus, and performance bonus which is evaluated based on their achievement of the performance index.

  • (iii) The employees' salary includes their basic salary, year-end bonus, performance bonus and employee remuneration. The employees' salary will be adjusted according to their performance evaluation and price index.

(Continued)

55

PANION & BF BIOTECH INC.

Notes to the Parent Company Only Financial Statements

  • (b) The Company is the patentee and the licensor of the patents related to Auryxia (ferric citrate) in the United States, and the above-mentioned patents have been listed in the Orange Book ("Approved Drug Products with Therapeutic Equivalence Evaluations"). Since the fourth quarter of 2018, seven generic drug companies, listed here in the order received: Lupin Atlantis Holdings SA, Teva Pharmaceuticals USA Inc., Chemo Research SL, Mylan Pharmaceuticals Inc., Lupin Limited, Watson Laboratories Inc. and Par Pharmaceuticals Inc. had filed the drug registration to sell their products, i.e., Auryxia's generic drugs with the FDA, claiming that their products were not infringing all, or part of, the Company's Orange Book listed patents or claiming that the Company's Orange Book listed patents to be wholly or partly ineffective or invalid. The Company, its licensee, Keryx Biopharmaceuticals Inc. (hereinafter Keryx, currently the subsidiary of Akebia Therapeutics Inc.), and Professor Chen Hsing Hsu, had filed the related patents' infringement litigations acting as coplaintiff against the above seven companies to assert their interests, claiming that the generic drug registration of the above seven companies shall not be approved during the patent terms or before the patents expire.

In August 2019, the Company and Keryx had settled the aforementioned patent infringement litigations and entered into the settlement and the license agreement with Par Pharmaceuticals Inc.(“Par”) to solve the lawsuit caused by the Auryxia's generic drug registration, and the Company and Keryx granted a license to Par to market its generic drug of Auryxia in the United States from March 20, 2025 or any earlier point of time, provided that the customary conditions in the similar type of the settlements are satisfied. In addition, the settlement and the license agreement are confidential and shall be under the review of the Federal Trade Commission and the United States Department of Justice. Thereafter, the Company and Keryx had settled with Teva Pharmaceuticals USA Inc. and Watson Laboratories Inc. in April 2020, with Lupin Atlantis Holdings SA and Lupin Limited in September 2020, with Chemo Research SL in March 2021, and with Mylan Pharmaceuticals Inc. in September 2021. In summary, the Company had settled with all the above seven generic drug companies, and the terms and the conditions of each agreement are substantially identical.

In February 2023, Zydus Worldwide DMCC as the eighth generic drug company has submitted Abbreviated New Drug Application to the United States Food and Drug Administration seeking approval to commercially market generic versions of Auryxia. Zydus claims that no valid and enforceable claims of parts of the Company's and Keryx's Orange Book listed patents will be infringed by its product. The Company, as co-plaintiff, with its licensee Keryx has filed a complaint for patent infringement against Zydus Worldwide DMCC, Zydus Pharmaceuticals (USA) Inc., and Zydus Lifesciences Limited, requesting the effective date of FDA approval of ANDA be the date which is not earlier than the later of the expiration of the patents-in-suit.

In May 2023, the Company and Keryx had settled with Zydus Worldwide DMCC, Zydus Pharmaceuticals (USA) Inc. and Zydus Lifesciences Limited, and entered into a settlement and license agreement. The terms and the conditions of this agreement are substantially identical with the above agreements.

(Continued)

56

PANION & BF BIOTECH INC.

Notes to the Parent Company Only Financial Statements

(13) Other disclosures:

  • (a) Information on significant transactions:

The following is the information on significant transactions required by the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” for the Company:

  • (i) Loans to other parties:
(In Tho usands of N ew Taiwan Dollars)
Number Name of
lender
Name of
borrower
Account
name
Related
party
Highest
balance
of
financing
to other
parties
during the
period
Ending
balance
Actual
usage
amount
during the
period
Range of
interest
rates
during the
period
Purposes
of fund
financing
for the
borrower
Transaction
amount for
business
between two
parties
Reasons
for
short-term
financing
Allowance
for bad
debt
Colla teral Individual
funding
loan limits
Maximum
limit of
fund
financing
Item Value
0
1
1
The
Company
Bowlin
Holding
(HK) Co.,
Limited
Bowlin
Holding
(HK) Co.,
Limited
Cheng
Fong
Chemical
Co., Ltd.
Zhuhai
Panion
Innovation
Biotech
Co.,Ltd
Zhuhai
Panion &
BF Biotech
Inc.
Other
receivables
related
party
Other
receivables
related
party
Other
receivables
related
party
Yes
Yes
Yes
80,000
15,354
15,354
80,000
-
-
-
-
-
2.20
2.40
2.40
2
2
2
-
-
-
Operating
Capital
Operating
Capital
Operating
Capital
-
-
-
-
-
-
-
-
-
191,108
13,178
(Note 5)
13,178
(Note 5)
764,432
26,355
(Note 5)
26,355
(Note 5)

Note 1: The upper limit of the aggregate amount of the loans to all parties is forty percent (40%) of the Company's net worth.

Note 2: The upper limit of total amount of the loans to a single party is ten percent (10%) of the Company's net worth.

Note 3: The upper limit of the aggregate amount of the loans to all parties is forty percent (40%) of Bowlin Holding (HK) Co., Limited's net worth.

Note 4: The upper limit of total amount of the loans to a single party is twenty percent (20%) of Bowlin Holding (HK) Co., Limited's net worth.

Note 5: Bowlin Holding (HK) Co., Limited had increased its capital in Zhuhai Panion Innovation Biotech Co., Ltd. in October 2023, and terminated the line of credit provided to Zhuhai Panion & BF Biotech Inc. in the board of directors meeting held on November 7, 2023.

  • (ii) Guarantees and endorsements for other parties: None.

  • (iii) Securities held as of December 31, 2023 (excluding investment in subsidiaries, associates and joint ventures):

(In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars)
Name of holder Category and
name of
security
Relationship
with company
Account
title
Ending balance Remark
Shares/Units Book value Percentage of
ownership
Fair value
The Company
The Company
The Company
Cheng Fong Chemical
Co., Ltd.
Beneficiary
certification:
Spectra SPC-Powerfund
Stock:
G Innings Medical Ltd.
Neolink Capital Corp.
Ta-Yuan Cogeneration
Company, Limited
-
-
-
-
Financial assets measured
at fair value through profit
or losscurrent
Financial assets measured
at fair value through profit
or lossnon-current
Financial assets measured
at fair value through profit
or lossnon-current
Financial assets measured
at fair value through profit
or lossnon-current
950,519
420,000
1,995,000
959,231
-
2,728
19,492
45,323
%
-
%
9
%
4
%
1
-
2,728
19,492
45,323
  • (iv) Individual securities acquired or disposed of with accumulated amount exceeding the lower of TWD300 million or 20% of the capital stock: None.

  • (v) Acquisition of individual real estate with amount exceeding the lower of TWD300 million or 20% of the capital stock: None.

  • (vi) Disposal of individual real estate with amount exceeding the lower of TWD300 million or 20% of the capital stock: None.

(Continued)

57

PANION & BF BIOTECH INC.

Notes to the Parent Company Only Financial Statements

  • (vii) Related-party transactions for purchases and sales with amounts exceeding the lower of TWD100 million or 20% of the capital stock:
(In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars)
Name of
company
Related party Nature of
relationship
Transaction details Transactions with terms different
from others
Notes receiv
receivable (
Accoun
able/ Accounts
Notes payable/
ts payable)
Remarks
Purchase
/Sale
Amount Percentage
of total
purchases
(sales)
Payment
terms
Unit price Payment
terms
Ending
balance
Percentage of total
notes
receivable/account
s receivable (Notes
payable/ Accounts
payable)
The Company Shining
Biomedical
Company Ltd.
Other
related
party
(Sales) (120,018) (7) 120 days Not
significant
different
from
those to third party
Not
significant
different
from
those to third party

39,037
%
13

(viii) Receivables from related parties with amounts exceeding the lower of TWD100 million or 20% of the capital stock: None.

(ix) Trading in derivative instruments: None.

(b) Information on investees:

The following is the information on investees for the years ended December 31, 2023 (excluding information on investees in Mainland China):

The following is the information on investees for the years
Mainland China):
The following is the information on investees for the years
Mainland China):
The following is the information on investees for the years
Mainland China):
The following is the information on investees for the years
Mainland China):
ended December 31, 2023 (excluding information on investees in ended December 31, 2023 (excluding information on investees in ended December 31, 2023 (excluding information on investees in ended December 31, 2023 (excluding information on investees in ended December 31, 2023 (excluding information on investees in ended December 31, 2023 (excluding information on investees in ended December 31, 2023 (excluding information on investees in ended December 31, 2023 (excluding information on investees in
(In Thousands of New Taiwan Dollars)
Name of investor Name of investee Location Scope of business Original cost Ending balance Net income
of investee
Investment
income
(losses)
(note 4)
Note
December
31, 2023
December
31, 2022
Shares Percentage
of ownership
Book
value
The Company
The Company
The Company
The Company
The Company
Bowlin
Biotech
Corp.
Bowlin
Holding
Co.,
LTD.
(Cayman)
Bowlin
Holding
Co.,
LTD.
(Cayman)
Bowlin
Biotech
Corp.
Bowlin
Holding
Co.,
Ltd.
(Cayman)
Bowlin
Holding
Co., Ltd.
Cheng
Fong
Chemical Co., Ltd.
Weigao
Panion
Biotech
Holding
Company Limited
Bowlin
Holding
Co., Ltd.
Bowlin
Holding
(HK) Co., Limited
Pou Ling Sang Kei
Macau Sociedade
Unipessoal
Limitada
United States of
America
Cayman Island
Africa
Taiwan
Hong Kong
Africa
Hong Kong
Macau
Investment
Investment
Investment
Manufacture and sales of active
pharmaceutical ingredient
Investment
Investment
Investment
Trading
69,990
127,013
74,795
863,513
127,770
69,608
116,539
5,661
69,990
123,743
74,795
863,513
127,770
69,608
109,985
9,213
2,305
4,354,450
2,500,000
42,132,000
33,567,071
2,200,000
3,979,345
-
%
100.00
%
100.00
%
53.19
%
100.00
%
44.00
%
46.81
%
100.00
%
100.00
28,247
70,592
32,082
774,272
(31,308)
29,393
65,889
2,171
(4,368)
(40,875)
(9,331)
(60,903)
(31,851)
(9,331)
(38,951)
(24)
(4,223)
(40,875)
(4,798)
(63,677)
(14,015)
-
-
-
Notes 5,
6, & 7
Note 2
Notes 3,
7 &8
Notes 3
& 5

Note 1: Amounts in foreign currencies were translated based on the exchange rate at the reporting date (USD 1 to NTD 30.708).

Note 2: The investment income (losses) that Bowlin Biotech Corp. recognized due to its investment in Bowlin Holding Co., Ltd. was included in the investment income (losses) that the Company recognized due to its investment in Bowlin Biotech Corp.

Note 3: The investment income (losses) that Bowlin Holding Co., Ltd. (Cayman). recognized due to its investment in Bowlin Holding (HK) Co., Limited and Pou Ling Sang Kei Macau Sociedade Unipessoal Limitada was included in the investment income (losses) that the Company recognized due to its investment in Bowlin Holding Co., Ltd. (Cayman).

Note 4: The investment income (losses) was recognized based on the financial statements audited by the auditor of the Company.

Note 5: Zhuhai Baoyi Biotech Co., Ltd was stuck off from the registry and liquidated on March 13, 2023. Its remaining liquidation assets of USD 112,181.72 were returned to Pou Ling Sang Kei Macau Sociedade Unipessoal Limitada. Then, Pou Ling Sang Kei Macau Sociedade Unipessoal Limitada returned its capital of USD 112,181.72 to Bowlin Holding Co., Ltd. (Cayman), and reduced its registered capital on July 25, 2023. The relevant alternation registered procedures have been completed.

Note 6: The Company's Board of Directors resolved on May 11, 2023, to increase its investment in Bowlin Holding Co., Ltd. (Cayman) in cash by RMB 750 thousand. The increased capital was fully remitted to Bowlin Holding Co., Ltd. (Cayman) on July 18, 2023. The relevant alternation registered procedures were completed.

Note 7: Bowlin Holding Co., Ltd. (Cayman)'s Board of Directors resolved during its meeting held on January 11, 2023, and May 8, 2023, to increase its capital in Bowlin Holding (HK) Co., Limited in cash by RMB 1,500 thousand. The increased capital was remitted to Bowlin Holding (HK) Co., Limited on July 24, 2023. The relevant alternation registered procedures were completed. Bowlin Holding (HK) Co., Limited invested in and remitted RMB 1,500 thousand Zhuhai Panion & BF Biotech Inc. on July 25, 2023. The relevant alternation registered procedures were completed.

Note 8: On August 7, 2023, Bowlin Holding (HK) Co., Limited's Board of Directors resolved to convert its loans of USD 500 thousand to Zhuhai Panion Innovation Biotech Co., Ltd. into capital, and also increase its investment in cash by USD 500 thousand. The increase cash capital was remitted to Zhuhai Panion Innovation Biotech Co., Ltd. on September 20, 2023. The relevant alternation registered procedures were completed.

(Continued)

58

PANION & BF BIOTECH INC. Notes to the Parent Company Only Financial Statements

(c) Information on investment in mainland China:

(i) The names of investees in Mainland China, the main businesses and products, and other information:

(In thousands of New Taiwan Dollars) (In thousands of New Taiwan Dollars) (In thousands of New Taiwan Dollars) (In thousands of New Taiwan Dollars) (In thousands of New Taiwan Dollars) (In thousands of New Taiwan Dollars)
Name of
investee
Main
businesses
and
products
Total
amount of
capital
surplus
Method of
investment
(note 1)
Accumulated
outflow of
investment
from
Taiwan as of
January 1,
2023
Investm ent flows Accumulated
outflow of
investment
from
Taiwan as of
December 31,
2023
Net income
(losses) of
the investee
Percentage
of
ownership
Investment
income
(losses)
(note 2)
Book value Accumulated
remittance of
earnings in
current
period
Outflow Inflow
Zhuhai Baozhan Trade Co.,
Ltd
Zhuhai Panion & BF Biotech
Inc.
Zhuhai Baoyi Biotech Co.,
Ltd
Zhuhai
Panion
Innovation
Biotech Co., Ltd
Shandong
Weigao
Panion
Pharmaceutical
Company
Limited
Shanghai
Weigao
Panion
Pharmaceutical
Company
Limited
Trading
Manufacture
of
cosmeceutical
Trading
Trading
Manufacture
and sales of
drugs
Manufacture
and sales of
drugs
71,882
97,966
(Note 5)
-
(Note 4)
66,552
(Note 6)
238,483
15,342
Note 1-2(1)
Note 1-2(2)
Note 1-2(3)
Note 1-2(2)
Note 1-2(4)
Note 1-3
71,882
91,390
4,647
33,402
126,971
-
-
3,288
-
-
-
-
-
-
-
-
-
-
71,882
94,678
(Note 5)
4,647
(Note 4)
33,402
126,971
-
(2,198)
(38,602)
-
(18,387)
(31,593)
(14,041)
%
100.00
%
100.00
%
100.00
%
100.00
%
44.00
%
44.00
(2,198)
(38,602)
-
(18,387)
(13,901)
(6,178)
64,508
(37,388)
-
44,650
28,577
563
-
-
-
-
-
-

Note 1: The method of investment is divided into the following of four categories.

  • (1) Invest directly in a company in Mainland China

(2) Trough the establishment of third-region companies then investing in Mainland China

  • 1) Through Bowlin Holdings Co., Ltd. then investing in Mainland China

  • 2) Through Bowlin Holding (HK) Co., Limited. then investing in Mainland China

  • 3) Through Pou Ling Sang Kei Macau Sociedade Unipessoal Limitada then investing in Mainland China

  • 4) Through Weigao Panion Biotech Holding Company Limited then investing in Mainland China

  • (3) other methods: through Shandong Weigao Panion Pharmaceutical Company Limited

Note 2: The investment income (losses) was recognized under the equity method based on the financial statements audited by the auditor of the Company.

Note 3: Amounts in foreign currencies were translated based on the exchange rate at the reporting date (USD 1 to 30.708).

Note 4: Zhuhai Baoyi Biotech Co., Ltd was stuck off from the registry and liquidated on March 13, 2023. Its remaining liquidation assets of USD 112,181.72 were returned to Pou Ling Sang Kei Macau Sociedade Unipessoal Limitada. Then, Pou Ling Sang Kei Macau Sociedade Unipessoal Limitada returned its capital of USD 112,181.72 to Bowlin Holding Co., Ltd. (Cayman), and reduced its registered capital on July 25, 2023. The relevant alternation registered procedures have been completed.

Note 5: Bowlin Holding Co., Ltd. (Cayman)'s Board of Directors resolved during its meeting held on January 11, 2023, and May 8, 2023, to increase its capital in Bowlin Holding (HK) Co., Limited in cash by RMB 1,500 thousand. The increased capital was remitted to Bowlin Holding (HK) Co., Limited on July 24, 2023. The relevant alternation registered procedures were completed. Bowlin Holding (HK) Co., Limited invested in and remitted RMB 1,500 thousand Zhuhai Panion & BF Biotech Inc. on July 25, 2023. The relevant alternation registered procedures were completed.

Note 6: On August 7, 2023, Bowlin Holding (HK) Co., Limited's Board of Directors resolved to convert its loans of USD 500 thousand to Zhuhai Panion Innovation Biotech Co., Ltd. into capital, and also increase its investment in cash by USD 500 thousand. The increase cash capital was remitted to Zhuhai Panion Innovation Biotech Co., Ltd. on September 20, 2023. The relevant alternation registered procedures were completed.

(ii) Limitation on investment in Mainland China:

Accumulated Investment in
Mainland China as of December 31,
2023
Investment Amounts Authorized by
Investment Commission, MOEA
Upper Limit on Investment
327,957
(USD 6,523 )
(CNY29,506 )
(Notes 3 and 4)
357,304
(USD 7,373 )
(CNY30,256 )
(Notes 3 and 4)
1,146,648 (Note 1)

Note 1:Sixty percent (60%) of the Company's net worth.

Note 2:Amounts in foreign currencies were translated based on the exchange rate at the reporting date (USD 1 to TWD 30.708/ CNY 1 to TWD 4.326).

(Continued)

59

PANION & BF BIOTECH INC. Notes to the Parent Company Only Financial Statements

  • Note 3:Zhuhai Baoyi Biotech Co., Ltd. was stuck off from the registry on March 13, 2023. Its remaining liquidation assets were returned to Pou Ling Sang Kei Macau Sociedade Unipessoal Limitada in accordance with the investment structure. As requested by the regulations, the Company has reported the cancellation of its indirect investment in Zhuhai Baoyi Biotech Co., Ltd. in the Mainland China, to the Investment of Commission, Ministry of Economic Affairs (hereinafter "the Investment of Commission"), and was recorded by the Investment of Commission on July 10, 2023. The Company was authorized, to indirectly invest in Zhuhai Panion & BF Biotech Inc., by the Investment of Commission on July 12, 2023. The investment method was Bowlin Holding Co., Ltd. (Cayman) invested in Bowlin Holding (HK) Co., Limited, wherein CNY 750 thousand was from the Company's cash investment in Bowlin Holding Co., Ltd. (Cayman), and another CNY 750 thousand was from part of the above-mentioned remaining liquidation assets, and then invested in Zhuhai Panion & BF Biotech Inc. through Bowlin Holding (HK) Co., Limited. On July 25, 2023, a total increase cash capital of CNY 1,500 thousand was remitted to Zhuhai Panion & BF Biotech Inc. from Bowlin Holding (HK) Co., Limited.

  • Note 4:The Company was authorized by the Investment of Commission to indirectly invest in Zhuhai Panion Innovation Biotech Co., Ltd. The investment method was Bowlin Holding (HK) Co., Limited converted its loans of USD 500 thousand to Zhuhai Panion Innovation Biotech Co., Ltd. into capital, and also increase its investment in cash by USD 500 thousand. On September 20, 2023, Bowlin Holding (HK) Co., Limited has remitted the increase cash capital of USD 500 thousand to Zhuhai Panion Innovation Biotech Co., Ltd.

  • (iii) Significant transactions in China:

The significant direct and indirect transactions between the Company and the investees in Mainland China, please refer to note 7 “Related-party transactions”.

(Continued)

60

PANION & BF BIOTECH INC.

Notes to the Parent Company Only Financial Statements

  • (d) Major shareholders:
Unit: share
Shareholding
Shareholder's Name
Shares Percentage
PANION INVESTMENTS CO., LTD.
Citi Custodian UOB Kay Hian (Hong Kong)
- Customer Dedicated Account
15,831,336
6,439,000
%
18.46
%
7.51

(14) Segment information:

Please refer to the year 2023 consolidated financial statements.

61

PANION & BF BIOTECH INC.

Statement of cash and cash equivalents

December 31, 2023

(All amounts expressed in thousands of New Taiwan dollars)

Type
Cash and cash equivalents
Bank deposits
Description
Amount
$ 398
Demand deposits
226,463
Foreign currency deposits
USD 1,096 thousand30.7080
33,662
EUR 5 thousand33.96
174
JPY 112 thousand0.2175
25
HKD 57 thousand3.9329
226
CNY 247 thousand @4.3260
1,068
VND 488,379 thousand0.0013
619
Time deposit
USD 4,800 thousand (maturity date: January 5,
2024 to March 5, 2024)
147,398
Subtotal
409,635
$
410,033

62

PANION & BF BIOTECH INC.

Statement of notes receivable

December 31, 2023

(All amounts expressed in thousands of New Taiwan dollars)

Customer name
Related parties:
Shining Biotech Company Ltd.
Non-related parties:
C830034
L600001
Others (amount individually less than 5%)
Subtotal
Total
Description
Arising from operating
activities
Arising from operating
activities

Amount
Remark
$ 25,577
5,698
21,421
64,990
92,109
$
117,686

63

PANION & BF BIOTECH INC.

Statement of accounts receivable

December 31, 2023

(All amounts expressed in thousands of New Taiwan dollars)

Customer name
Related parties:
Shining Biotech Company Ltd.
Zhuhai Panion & BF Biotech Inc.
Zhuhai Panion Innovation Biotech Co., Ltd
Subtotal
Non-related parties:
L600001
Others (amount individually less than 5%)
Subtotal
Less: loss allowance
Total
Description
Arising from operating
activities


Arising from operating
activities
Amount
Remark
$ 13,460
2,081
113
15,654
28,339
134,889
163,228
28
163,200
$
178,854

64

PANION & BF BIOTECH INC.

Statement of inventories

December 31, 2023

(All amounts expressed in thousands of New Taiwan dollars)

Item
Merchandise and finished goods
Work-in-process
Raw materials
Supplies
Total
Less: allowance for losses
Amount
Cost
Net realizable
value (NBV)
Remark
$ 172,302
354,879
Market value is
represented by
NRV
50,680
38,397

100,998
94,663

48,210
40,753

372,190
528,692
47,474
$
324,716

Statement of prepayments

Item
Prepaid expenses
Prepayment for purchases
Description Amount
Remark
$ 11,858
1,024
$
12,882

65

PANION & BF BIOTECH INC.

Statement of changes in financial assets measured at fair value through profit or loss - non-current

For the year ended December 31, 2023

(All amounts expressed in thousands of New Taiwan dollars)

Financial instrument
name
G Innings Medical Ltd.
Neolink Capital Corp.
Beginning balance
Number of
shares
Fair value
420,000 $ 2,728
3,500,000
32,465
$
35,193
Increase
Number of
shares
Amount
-
-
-
2,077
2,077
Decrease
Number of
shares
Amount
-
-
1,505,000
15,050
15,050
Ending balance
Number of
shares
Fair value
420,000
2,728
1,995,000
19,492
22,220
Ending balance
Number of
shares
Fair value
420,000
2,728
1,995,000
19,492
22,220
Collateral
or pledge
Remark
None
None
Note 1
Number of
shares
Number of
shares
-
-
Number of
shares
-
1,505,000
Number of
shares
420,000
3,500,000
420,000
1,995,000

Note 1: The increase was due to the unrealized valuation gain of $2,077 thousand, and the decrease was due to the return of capital reduction of $15,050 thousand.

66

PANION & BF BIOTECH INC.

Statement of changes in investments accounted for under equity method

For the year ended December 31, 2023

(All amounts expressed in thousands of New Taiwan dollars)

Name
Bowlin Biotech Corp.
Bowlin Holding Co., Ltd.
(Cayman)
Bowlin Holding Co., Ltd.
Cheng Fong Chemical
Co., Ltd.
Credit balance of
investments accounted for
using equity method
Weigao Panion Biotech
Holding Company
Limited
Beginning balance
Number of
shares
Amount
2,305 $ 32,992
4,250,000
107,515
2,500,000
37,470
42,132,000
836,944
$
1,014,921
33,567,071
(16,624)
Inc rease
Amount
-
4,350
(Notes 2 & 5)
-
1,005
(Note 5)
5,355
-
Dec rease
Amount
4,745
(Note 1)
41,273
(Note 3)
5,388
(Note 4)
63,677
(Note 6)
115,083
14,684
(Note 7)
Ending balanc e
Amount
28,247
70,592
32,082
774,272
905,193
(31,308)
Market price or net assets
value
Unit price
Gross value
12,843.45
29,604
15.85
68,997
13.45
33,624
18.38
774,272
906,497
1.59
53,300
Collateral or
pledge
Remark
None
Nome
None
None
None
Number of
shares
Number of
shares
-
104,450
(Note 2)
-
-
(Note 2)
-
Number of
shares
-
-
-
-
-
Number of
shares
2,305
4,354,450
2,500,000
42,132,000
33,567,071
Ownership
()
100.00
100.00
53.19
100.00
44.00
Unit price
12,843.45
15.85
13.45
18.38
1.59
2,305
4,250,000
2,500,000
42,132,000
33,567,071

Note1: Included investment losses of $(4,223) thousand, and cumulated translation differences of $(522) thousand.

Note2: Due to an increase in the investment.

Note3: Included investment losses of $(40,875) thousand, cumulated translation differences of $(445) thousand and unrealized gains on affiliate transactions of $47 thousand.

Note4: Included investment losses of $(4,798) thousand, and cumulated translation differences of $(590) thousand.

Note5: Due to share-based payment.

Note6: Included investment losses of $(60,903) thousand, intangible assets amortization $(3,536) thousand, and unrealized gains on affiliate transactions of $762 thousand.

Note7: Included investment losses of $(14,015) thousand, and cumulated translation differences of $(669) thousand.

67

PANION & BF BIOTECH INC.

Statement of short-term loans

December 31, 2023

(All amounts expressed in thousands of New Taiwan dollars)

Type
Secured
loan
Unsecured
loan
Unsecured
loan
Lender
Chang Hwa Bank
Chang Hwa Bank
Taiwan Cooperative
Bank
Ending
balance
$ -
200,000
120,000
$
320,000
Term
2024
2024
2024
Rang of
interest rates
(%)
1.8
1.8
1.783
Line of Credit
460,000
440,000
200,000
Pledged as collateral
Remark
Office in Nangang, and
land and buildings in
Pingzhen
None
None

68

PANION & BF BIOTECH INC.

Statement of accounts payable

December 31, 2023

(All amounts expressed in thousands of New Taiwan dollars)

Vendor name
Related parties:
Cheng Fong Chemical Co., Ltd.
Zhuhai Panion Innovation Biotech Co., Ltd.
Subtotal
Non-related parties:
AO28814153
AP04351082
AP59369419
Others (amount individually less than 5%)
Subtotal
Description
Arising from operating
activities

Arising from operating
activities


Amount
Remark
$ 2,504
88
2,592
7,372
8,793
7,630
104,023
127,818
$
130,410

69

PANION & BF BIOTECH INC.

Statement of other payables

December 31, 2023

(All amounts expressed in thousands of New Taiwan dollars)

Vendor name
Related parties:
Accrued expenses – bonuses
Accrued expenses – payroll and year-end
bonuses
Accrued expenses – commission
Accrued payables on equipment and
construction
Other (amount individually less than 5%)
Subtotal
Non-related parties:
Cheng Fong Chemical Co., Ltd.
Others (amount individually less than 5%)
Subtotal
Description
CIT on profit-making
business under the
linked-tax system
Amount
Remark
$ 31,787
52,001
21,771
22,945
75,526
204,030
5,669
754
6,423
$
210,453

70

PANION & BF BIOTECH INC.

Statement of other current liabilities

December 31, 2023

(All amounts expressed in thousands of New Taiwan dollars)

Item
Temporary receipts and receipts on behalf
of others
Accrued business tax
Others (amount individually less than 5%)
Description Amount
Remark
$ 39,745
3,919
1,948
$
45,612

Statement of operating revenue

For the year ended December 31, 2023

(All amounts expressed in thousands of New Taiwan dollars)

Item
Pharmaceutical
Supplement
Cosmeceutical
Diagnostic
Medical device
Sales royalty fee
Volume Amount
Remark
$ 740,579
295,732
83,055
80,774
8,941
405,235
$
1,614,316
-
-
-
-
-
-

71

PANION & BF BIOTECH INC.

Statement of operating costs

For the year ended December 31, 2023

(All amounts expressed in thousands of New Taiwan dollars)

Item
Cost of finished goods sold:
Raw materials:
Beginning raw materials inventory
Add: purchase
Less: ending raw materials inventory
Disposal
Transfer to expenses
Raw materials subtotal
Supplies:
Beginning supplies inventory
Add: purchases
Less: ending supplies inventory
Disposal
Transfer to expenses
Supplies subtotal
Cost of raw material and supplies used in production
Direct labor
Manufacturing expenses
Manufacturing costs
Add: beginning work-in-process inventory
Less: ending work-in-process inventory
Disposal
Transfer to expenses
Cost of goods manufactured
Add: beginning finished goods inventory
Add:Purchase
Less: ending finished goods inventory
Less:Disposal
Transfer to expenses
Physical count variance
Cost of finished goods sold
Cost of merchandise sold:
Beginning merchandise inventory
Add: purchase
Less: ending merchandise inventory
Less:Transfer to expenses
Cost of merchandise sold
Cost of goods sold
Physical count variance
Losses on market price decline
Unallocated production overhead
Others
Total operating costs
Amount Amount
Subtotal
Total
$ 106,658
220,386
100,998
3,691
3,893
218,462
56,905
123,660
48,210
1,107
2,119
129,129
347,591
51,913
160,031
559,535
52,129
50,680
4,585
9,199
547,200
136,054
21,207
145,586
3,314
7,886
2
547,673
28,671
39,772
26,716
1,156
40,571
588,244
2
16,545
24,321
6,096
$
635,208
Total
547,673
40,571
588,244
2
16,545
24,321
6,096

72

PANION & BF BIOTECH INC.

Statement of selling expenses

For the year ended December 31, 2023

(All amounts expressed in thousands of New Taiwan dollars)

Item
Salary
Printing expenses
Channel expenses
Commission expenses
Shipping expenses
Others (amount individually less than 5%)
Description Amount
Remark
$ 119,817
20,315
68,170
64,434
52,527
57,954
$
383,217

Statement of administrative expenses

Item
Salary
Remuneration to directors
Professional services fee
Miscellaneous expense
Others (amount individually less than 5%)
Description Amount
Remark
$ 56,429
13,650
7,091
7,177
49,549
$
133,896

73

PANION & BF BIOTECH INC.

Statement of research and development expenses

For the year ended December 31, 2023

(All amounts expressed in thousands of New Taiwan dollars)

Item
Salary
Clinical trial expense
Product development expense
Depreciation expenses
Others (amount individually less than 5%)
Description Amount
Remark
$ 37,510
59,404
34,102
35,414
32,666
$
199,096

Please refer to note 6 (f) for the statement of change in property, plant and equipment.

Please refer to note 6 (f) for the statement of change in accumulated depreciation of property, plant and equipment.

Please refer to note 6 (g) for the statement of change in right-of-use assets.

Please refer to note 6 (g) for the statement of change in accumulated depreciation of right-of-use assets.

Please refer to note 6 (h) for the statement of change in intangible assets.

Please refer to note 6 (q) for the details of other income.

Please refer to note 6 (q) for the details of other gains or losses, net.

Please refer to note 6 (q) for the details of finance costs.