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PharmaEssentia Corporation Proxy Solicitation & Information Statement 2026

Apr 27, 2026

52565_rns_2026-04-27_bae43a21-c035-497c-924a-6f13f0480822.pdf

Proxy Solicitation & Information Statement

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Stock code: 6446

PharmaEssentia Corp.

Handbook for the 2026 Annual Shareholders' Meeting

Time: Thursday, May 28, 2026, at 10:00 a.m.

Type: Physical Meeting

Location: 3F., Building A, No. 166, Jingmao 2nd Rd., Nangang District, Taipei (Grande Luxe Banquet)


Table of contents

I. Meeting Procedures --- 2
II. Meeting Agenda --- 3
III. Report Items --- 4
IV. Proposed Items --- 6
V. Matters for Discussion --- 9
VI. Extempore Motions --- 11
VII. Adjournment --- 11

Attachment

  1. 2025 Business Report --- 12
  2. 2025 Audit Committee’s Audit Report --- 24
  3. Business Operation Plan Progress Report --- 25
  4. 2025 Consolidated Financial Statements --- 29
  5. 2025 Parent Company Only Financial Statements --- 39

Appendices

  1. Shareholdings of All Directors --- 48
  2. “Articles of Incorporation” --- 49
  3. “Rules and Procedures of Shareholders' Meeting” --- 57

2

PharmaEssentia Corporation

Meeting Procedures for the 2026 Annual Shareholders' Meeting

  1. Calling of Meeting to Order
  2. Chairman's Remark
  3. Report Items
  4. Proposed Items
  5. Matters for Discussion
  6. Extempore Motions
  7. Adjournment

3

PharmaEssentia Corporation

Meeting Agenda for the 2026 Annual Shareholders’ Meeting

Time: Thursday May 28, 2026, at 10:00 a.m.

Location: 3F., Building A, No. 166, Jingmao 2nd Rd., Nangang District, Taipei (Grande Luxe Banquet)

  1. Announcement of total shares held by shareholders present in person or by proxy and calling of the meeting to order
  2. Chairman’s Remark
  3. Report Items
    (1) 2025 Business Report
    (2) 2025 Audit Committee's Audit Report
    (3) Report on the Distribution of Profit-Based Rewards to Employees and Directors for 2025
    (4) Report on the Business Operation Plan Progress
  4. Proposed Items
    (1) 2025 Business Report and Financial Statements
    (2) 2025 Earnings Distribution
  5. Matters for Discussion
    (1) Proposal for the Company’s Earnings Capitalization and Issuance of New Shares
  6. Extempore Motions
  7. Adjournment

Report Items

Report No. 1
(Proposed by the Board of Directors)

Subject: 2025 Business Report.

Explanation: Please refer to page 12-23 of this handbook for the Company’s 2025 Business Report (Attachment 1).

Report No. 2
(Proposed by the Board of Directors)

Subject: 2025 Audit Committee’s Audit Report.

Explanation: Please refer to page 24 of this handbook for the Audit Committee’s 2025 Audit Report (Attachment 2).

Report No. 3
(Proposed by the Board of Directors)

Subject: Report on the Distribution of Profit-Based Rewards to Employees and Directors for 2025.

Explanation:

  1. The distribution is handled in accordance with Article 20 of the Company’s Articles of Incorporation.
  2. As resolved by the Board of Directors on March 2, 2026, the Company allocated NT$39,600,000 as directors’ compensation, NT$101,788,869 as employee compensation, and NT$24,826,554 as compensation for non-executives employees for 2025. All amounts are to be distributed in cash.
  3. There are no discrepancies between the allocated amounts and the amounts previously accrued in the financial statements.

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5

Report No. 4
(Proposed by the Board of Directors)

Subject: Report on the Business Operation Plan Progress.

Explanation: Please refer to page 25-28 of this handbook for the Company's 2025 Business Operation Plan Progress Report (Attachment 3).


Proposed Items

Proposal No. 1
(Proposed by the Board of Directors)

Subject: Adoption of the Company's 2025 Business Report and Financial Statements.

Explanation:

  1. The Company's 2025 consolidated financial statements and parent company-only financial statements have been audited and certified by CPAs Lu, Chain-Uen and Chang, Chiao-Ying of Ernst & Young. An audit report has been issued, along with the business report and the earnings distribution table, all of which have been approved by resolutions of the Audit Committee and the Board of Directors.

  2. For the 2025 Business Report, please refer to page 12-23 of this handbook (Attachment 1); for the Company's 2025 Consolidated Financial Statements, please refer to page 29-38 of this handbook (Attachment 4); for the Company's 2025 Parent Company Only Financial Statements, please refer to page 39-47 of this handbook (Attachment 5).

  3. Please acknowledge.

Resolution:


Proposal No. 2

(Proposed by the Board of Directors)

Subject: Adoption of the Company's 2025 Earnings Distribution Proposal.

Explanation:

  1. The Company's net income after tax for 2025 was NT$5,045,167,353. The 2025 Earnings Distribution Table was prepared in accordance with Article 20-1 of the Company's Articles of Incorporation and is submitted to the Annual General Meeting of Shareholders for approval.

PharmaEssentia Corporation

2025 Earnings Distribution Table

Unit: NT$

Item Amount
Beginning balance of accumulated deficits (January 1, 2025) 1,943,882,312
Plus (Minus): Changes in remeasurement of defined benefit plans for the period (398,963)
Plus (Minus): Adjustments to retained earnings due to disposal of equity instruments measured at fair value through other comprehensive income (41,520,000)
Net income after tax for the year 5,045,167,353
Minus: Allocation of 10% of surplus to the statutory earnings reserve (500,324,839)
Plus (Minus): Reversal of special reserve (408,750,058)
Appropriate earnings 6,038,055,805
Appropriation items
Stock dividend per share: NT$1.1 (408,269,330)
Cash dividend per share: NT$1.5 (556,730,908)
Ending balance of unappropriated retained earnings (December 31, 2025) 5,073,055,567

Note 1: The aforementioned payout rate to shareholders is calculated based on the Company's total outstanding shares as of December 31, 2025, totaling 371,153,939 shares.


Note 2: The stock and cash dividends in this distribution will be prioritized from the distributable earnings for 2025.

  1. Based on the Company's total outstanding shares of 371,153,939 shares as of December 31, 2025, it is proposed to distribute stock dividends of NT$408,269,330 and cash dividends of NT$556,730,908 from the 2025 appropriable earnings.

  2. The cash dividends for this distribution will be calculated to the nearest New Taiwan Dollar based on the shareholding ratio of shareholders on the record date of payout. Any digits after the decimal point will be dropped. Amounts less than NT$1 in total will be recorded under the Company's other income.

  3. In the event of changes in laws or regulations, adjustments by the competent authorities, or changes to the number of outstanding shares due to events such as the repurchase of the Company's shares or the transfer of treasury shares, which affect the payout rate to shareholders, it is proposed to authorize the Chairperson, with full authority, to handle and make adjustments, subject to approval by the Annual General Meeting of Shareholders.

  4. Please acknowledge.

Resolution:


Matters for Discussion

Proposal No. 1
(Proposed by the Board of Directors)

Subject: Proposal for the Company’s Earnings Capitalization and
Issuance of New Shares.

Explanation:

  1. Considering the needs of future business development, the Company plans to allocate NT$408,269,330 from the 2025 appropriable earnings as shareholder dividends to increase capital by issuing 40,826,933 new shares with a par value of NT$10 per share. Based on the actual number of 371,153,939 shares outstanding as of December 31, 2025, 110 shares will be distributed for every 1,000 shares held. For fractional shares less than one full share, shareholders may register to combine such shares into whole shares within five days from the first day of the share transfer suspension period, which begins after the ex-rights date, at the Company’s stock transfer agency. Fractional shares that cannot be combined into one full share, or fractional shares not registered for combination, will be converted into cash at par value, rounded down to the nearest New Taiwan Dollar. Any digits after the decimal point will be dropped. The Chairperson is authorized to arrange for specific persons to purchase such shares at par value. For shareholders participating in the distribution of shares via book-entry transfer, the amounts paid for fractional shares less than one full share will be applied as the fees incurred by the book-entry transfer.

  2. The rights and obligations of the new shares issued through this capital increase are the same as those of the already-issued shares.

  3. Upon approval by the Annual General Meeting of Shareholders and the competent authority, the Board of Directors will be

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authorized to set the record date for stock dividends, the distribution date, and other related matters.

  1. In the event of changes in laws or regulations, adjustments by the competent authorities, or changes to the number of outstanding shares due to events such as the repurchase of the Company's shares or the transfer of treasury shares, which affect the stock dividend rate or involve matters not addressed herein, it is proposed to authorize the Chairperson, with full authority, to make adjustments in accordance with the Company Act or other applicable laws and regulations.

Resolution:

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11

Extempore Motions

Adjournment


Attachment 1

PharmaEssentia Corporation

2025 Business Report

Dear Shareholders,

2025 was a year of continuous breakthroughs and steady growth for PharmaEssentia. While the global economic environment remained affected by foreign exchange volatility, tariff policy adjustments, and geopolitical uncertainties, the Company has continued to develop our core business operations in 2025. Our annual revenue grew by over 60% for the year, fully demonstrating the competitiveness of the Company's products.

During this past year, the Company had continued to focus on the market expansion and global roll-out of our core products. Apart from expanding the sales teams for major markets such as the United States and Japan in order to strengthen our implementation of sales strategies and enhance our local service capabilities, we have also steadily expanded into global markets through optimizing our channels for marketing and communicating with medical professionals. At the same time, the Company has continued to improve operational efficiency, control costs, and maintain organizational effectiveness, in order to lay a solid foundation for steady long-term development.

With regard to our clinical trials and R&D, the Company has continued to invest resources into obtaining drug licenses and expanding the indication scope for our existing products, and developing new products. Ropeginterferon alfa-2b (Ropeg, also known as P1101) has been newly-approved for treating adult patients with polycythemia vera (PV) in Brazil, Argentina, and Hong Kong in 2025. To date, the drug has been approved in almost 50 countries around the world, including major new drug markets such as the United States, Japan, China, and the European Union. Additionally, the Company has also submitted drug licensing applications for Ropeg in the United States, China, Japan, and Taiwan in 2025, for approval in the treatment of Essential Thrombocytemia (ET) as a second indication for the drug. The clinical and regulatory procedures for this process have progressed according to schedule. Our plans for conducting global Phase III clinical trials for the treatment of pre-fibrotic/early primary myelofibrosis (PMF) or overt PMF at low or intermediate-1 risk according to DIPSS Plus (HOPE-PMF) are proceeding as scheduled.

The Company's innovation and research center in Boston continues to leverage its core technological platforms to advance the development of new drugs, including drugs based on innovative new technologies such as TCR-T therapy. We have gradually built a diverse R&D pipeline focused on a core R&D strategy of developing first-in-class (FIC) and best-in-class (BIC) drugs. We firmly believe that continuous and disciplined investment into R&D is what fundamentally enables the Company to create long-term value, and that this investment will become a key driver of future growth.


We would like to thank all shareholders for their continued support and trust in the Company. The Company will continue optimizing our operations and R&D, balancing profit growth with sustainable corporate development, and striving to create long-term shareholder value while operating prudently.

The following is a report to shareholders on the Company’s important business achievements in 2025, and a summary of the business plan for 2026:

  1. 2025 Business Report

(1) Business plan results

Financial performance

Since obtaining drug licensing approval for PV treatment in the United States in November 2021, global sales for Ropeg have continued to expand, steadily bringing up overall revenue growth. The Company’s annual revenue reached NT$15.63 billion in 2025, an increase of 60.61% compared to the same period in 2024. This was mainly due to the increased demand for Ropeg in major markets, and steady growth from increasing market penetration. Overall business performance has maintained a trend of steady growth.

Ropeg global market expansion and R&D development

During 2025, the Company received additional drug licensing approval for the use of Ropeg in PV treatment in Brazil, Argentina, and Hong Kong. This further expanded our product accessibility on the international market. We have also applied for drug licenses in new markets such as Vietnam and Canada. In particular, the Canada drug license application marked an important milestone in our expansion into the North American market.

In order to help meet demand from the North American market, the Company’s raw materials plant in Taichung, drug manufacturing plant in Taipei, and outsourced syringe filling plant in the United States have all passed the Canadian Good Manufacturing Practices (GMP) regulatory audit in 2025, and have officially obtained the Canada Drug Establishment License (DEL), helping the Company more effectively manufacture and supply drugs to the North American market.

The Company has also submitted a Supplemental Biologics License Application, (sBLA) to the United States FDA for the Ropeg pen device. The injector pen device is designed to simplify the injection process, making the drug easier to administer. It specifically helps to improve medication compliance in older patients, improving the patient drug treatment experience. The Company has completed preparations to mass produce the product commercially, and will implement plans to launch the product on the market based on the review progress of the competent authorities.

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Since June 2024, patients have been allowed to self-administer Ropeg for PV treatment in Japan, with support from Japan’s National Health Insurance. Additionally, restrictions on how long a prescription remains valid have been relaxed. This has significantly reduced the burden on patients by reducing prescription refill frequency and healthcare expenses, effectively making it more convenient for patients to receive treatment, while also contributing to an increase in Ropeg’s acceptance and usage rate in Japan. Additionally, in 2025 the Company’s Japanese subsidiary also submitted an application for a post-approval change to Ropeg’s administration and dosage. The application proposed that Ropeg’s current medication package insert be changed to specify a higher dosage, in order to speed up PV treatment.

Apart from the PV indication, the Company has also continued to actively expand the use of Ropeg in treating other Myeloproliferative Neoplasms (MPN) diseases, including ET and PMF. At the same time, the Company has continued to utilize our proprietary PEGylation technology platform, in combination with other cytokines, to continue R&D into more long-acting therapeutic protein drugs.

  • The statistical results on the primary endpoint of the global Phase III clinical trial evaluating Ropeg for ET treatment (SURPASS ET) were officially announced in early 2025. The Company has subsequently applied for drug licenses in 2025 in China, Taiwan, Japan, and the United States for approving Ropeg as a treatment for ET. We have also began making the necessary medical, marketing planning, and market access preparations in advance, in order to expand into this market in the future.
  • The Company is currently proceeding according to schedule in recruiting for the global Phase III clinical trials of Ropeg as a treatment for pre-fibrotic/early primary myelofibrosis (PMF) or overt PMF at low or intermediate-1 risk according to DIPSS Plus (HOPE-PMF).
  • Apart from the clinical trials led by the Company, the Company has also continued to work together with top global medical institutions and business partners around the world to conduct Investigator-Initiated Trials (IITs) to continue developing more new indications for Ropeg outside the treatment of MPN-related diseases. This includes treatment for Cutaneous T-Cell Lymphoma (CTCL) and Chronic Myeloid Leukemia (CML).

(2) Budget implementation status

The Company has not publicly disclosed a financial forecast for 2025, and related budgets are only used for internal business management purposes. The Company’s operating results in 2025 were mainly affected by product sales progress, investment into R&D, and our market expansion strategies. The Company has fully complied with the operating plan established by management when implementing business operations, and no abnormalities were found when comparing the actual net operating profit to the predicted net operating profit. Net profit for the period increased compared to the budget.

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(3) Analysis of revenues, expenditures, and profitability

Since PharmaEssentia obtained regulatory approval for PV in Europe in 2020, the United States in November 2021, and Japan in March 2023, the roll-out of drug sales in multiple markets worldwide has driven revenue to a record high. Coupled with effective cost control and an increase in non-operating income, the actual net profit for the period increased compared to the budget.

The revenue audited by the CPAs for the fiscal year is NT$15,634,777 thousand, the net profit for the period is NT$5,045,167 thousand, the total comprehensive income for the period is NT$4,307,546 thousand, and the earnings per share is NT$13.64.

(4) Research and development

A. R&D personnel and expenses in 2025

Unit: NT$ thousands

Item\Year 2025
R&D expenses Operating revenues (A) 15,634,777
R&D funding (B) 3,467,828
Total number of employees (C) 712
Total number of R&D personnel (D) 180
R&D-to-revenue ratio (B/A) 22.18%
R&D personnel ratio (D/C) 25.28%

B. The Company is a new drug developer in the biotechnology industry. We have continued to conduct R&D into innovative new drugs at both our Taiwan headquarters and United States locations, while also conducting clinical trials in multiple countries around the world, including in the United States, Taiwan, Japan, South Korea, and China. With the launch of Ropeg on the United States market at the end of 2021, the Company has seen a continued increase in sales in the United States and other global markets. Together with the increased contributions from our subsidiaries and partners around the world, our revenue has grown significantly, leading to a decrease in the proportion of R&D expenses to revenue.

C. Recent awards and R&D achievements

Year Awards and R&D achievements
2023 PharmaEssentia received the Asia Pacific Enterprise Awards under the category of the 2023 Excellent Enterprise Management Award for the biotech and pharmaceutical industry.
PharmaEssentia received the Silver Award of the Asia-Pacific Sustainability Action Awards (APSAA) and the Bronze Award of the Taiwan Sustainability Action Awards (TSAA) by promoting the core of MPN Asia.

Year Awards and R&D achievements
PharmaEssentia received the platinum award for the health care industry of the Taiwan Corporate Sustainability Awards and the bronze prize for Sustainability Reporting of the Global Corporate Sustainability Awards for Year 2023.PharmaEssentia received the Enterprise Team Award at the 25th Management of Technology Awards held by the Chinese Society for Management of Technology.
2024 PharmaEssentia received the Taiwan BIO Awards Industrial Innovation of the Year 2024.Dr. Lin, Lih-Ling, Chief Scientific Officer of PharmaEssentia, was honored as one of the “Top 25 Chief Scientific Officers of 2024” by Women We Admire.PharmaEssentia received the Platinum Award for the health care industry of the Taiwan Corporate Sustainability Awards for Year 2024.
2025 PharmaEssentia has been included in the S&P Global Sustainability Yearbook for two years in a row, and has also won the Most Improved Award for our industry.PharmaEssentia received the Gold Award in the Taiwan Corporate Sustainability Awards in 2025.

D. 2025 patent application outcomes

In order to enhance the Company's overall competitive advantages, protect the Company's intellectual property rights from infringement, and ensure sustainable corporate development, the Company has established a dedicated intellectual property unit to support our R&D operations. The unit is responsible for conducting freedom to operate (FTO) analyses when required, and make preparations for creating and applying for patents based on the Company's R&D results. The Company's intellectual property unit keeps the Board of Directors up to date on the annual intellectual property management plan each year, and also reports on how plans in the previous period had been implemented. The table below shows the patent application results for 2025. 1 patent was granted, 1 patent application has passed preliminary review, and 11 patents were disclosed early.


Application country/region Patent application number Patent application title Patent application date Application status Initial date of application status Early disclosure number/or patent number
United States 18/088,272 Dosage regimen for long-acting interferon 2015/11/6 Patent awarded 2025/7/1 12,343,381
Taiwan 113136864 Organizations and improvement methods for increasing drug production 2024/9/27 Initial approval 2025/11/18 202519644
PCT (Patent Cooperation Treaty) PCT/US2025 /031468 Selective TREG stimulants and their usage 2025/5/29 Early disclosure 2025/12/11 2025254932
Europe 24871124.4 Organizations and improvement methods for increasing drug production 2024/10/16 Early disclosure 2025/9/3 4608986
United States 19/055,238 Unique PEGylation granulocyte colony-stimulating factor, its usage, and production method 2025/2/17 Early disclosure 2025/8/28 20250269045
Europe 25159291.1 Unique PEGylation granulocyte colony-stimulating factor, its usage, and production method 2025/2/21 Early disclosure 2025/8/27 4606389
Taiwan 113146526 Anti-PD-1 monoclonal antibody and its production method 2024/12/2 Early disclosure 2025/8/16 202532436
PCT PCT/IB2024 /000811 Anti-PD-1 monoclonal antibody and its production method 2024/11/13 Early disclosure 2025/6/19 2025128263
PCT PCT/US2024 /055652 Uses of anti-PD-1 monoclonal antibodies 2024/11/13 Early disclosure 2025/6/19 2025128264
PCT PCT/IB2024 /055653 Uses of anti-PD-1 monoclonal antibodies 2024/11/13 Early disclosure 2025/6/19 2025128265
PCT PCT/US2024 /055654 Pregnancy and pregnancy 2024/11/13 Early disclosure 2025/6/19 2025128266
PCT PCT/IB2024 /055655 Pregnancy and pregnancy 2024/11/13 Early disclosure 2025/6/19 2025128267
PCT PCT/IB2024 /055656 Pregnancy and pregnancy 2024/11/13 Early disclosure 2025/6/19 2025128268
PCT PCT/US2024 /055657 Pregnancy and pregnancy 2024/11/13 Early disclosure 2025/6/19 2025128269
PCT PCT/IB2024 /055658 Pregnancy and pregnancy 2024/11/13 Early disclosure 2025/6/19 2025128270

Application country/region Patent application number Patent application title Patent application date Application status Initial date of application status Early disclosure number/or patent number
United States 19/059,904 PEGylation α interferon usage methods 2025/2/21 Early disclosure 2025/6/19 20250195616
United States 19/059,883 Dosage regimen for long-acting interferon 2025/2/21 Early disclosure 2025/6/12 20250186552
PCT PCT/IB2024 /000500 Organizations and improvement methods for increasing drug production 2024/10/16 Early disclosure 2025/4/3 2025068764
United States 18/883,789 Organizations and improvement methods for increasing drug production 2024/9/12 Early disclosure 2025/3/27 20250101484

2. Summary of the 2026 Business Plan

Looking ahead to 2026, the Company will continue to build upon our existing foundation and continue expanding into and developing further markets for our core products. We will also make prudent plans for our future business and R&D operations, based on our progress with obtaining regulatory approvals and changes to the market environment. The following is a summary of the Company's 2026 Business Plan, which aims to outline the Company's main business development direction for the future to shareholders.

(1) Use of Ropeg on treating rare hematological diseases

$\succ$ Ropeg as a polycythemia vera (PV) treatment

The Company has continued to make progress on commercially selling Ropeg globally as a treatment for PV. As of 2024, the Company has already signed a regional licensing agreement with Forus Therapeutics Inc. in Canada, an important step in our preparations for the North American market. We have completed and submitted an application in Canada for a PV drug license in 2025, and have continued making progress on the regulatory review process for the Canadian market. The Company will cooperate with the Canadian drug license approval process, and continue working with licensing partners to complete preparations for market launch.

Apart from the Canadian market, the Company will also continue to enhance the commercialization of our existing major markets. We will aim to strengthen integration between medical communication and sales implementation through


establishing a consistent global medical messaging strategy, in order to expand market penetration and improve our overall market share.

> Ropeg as an essential thrombocythemia (ET) treatment

The primary trial objective of the Phase III clinical trials for Ropeg as a treatment for ET has been completed. Beginning in 2025, the Company has already applied for drug licenses in China, Taiwan, Japan, and the United States for the ET indication. In particular, the ET drug license application in the United States has already formally entered the substantive investigation stage on December 29, 2025. The United States FDA has also notified the Company that the investigation is scheduled to conclude on August 30, 2026 (the PDUFA date).

In 2026, the Company will focus on ET indication drugs as one of our key priorities. We will also continue cooperating with the regulatory reviews required for each country and actively respond to the requirements of the competent authorities, while also making preparations for launching ET indication drugs in our major markets, strengthening our handling of medical affairs and professional communication and gradually implementing our market access and commercialization plans.

> Use of Ropeg for early and prefibrotic myeloid fibrosis (Early/pre-MF)

The Company is currently proceeding according to schedule in recruiting for the global Phase III clinical trials of Ropeg as a treatment for pre-fibrotic/early primary myelofibrosis (PMF) or overt PMF at low or intermediate-1 risk according to DIPSS Plus (HOPE-PMF). This trial is a large-scale, global multi-national and multi-location Phase III clinical trial, and one of the Company's most important myeloid fibrosis projects.

In 2026, the Company will continue recruiting for and conducting clinical trials following our existing plans, while ensuring that trials are managed pursuant to regulatory requirements. We hope to fully realize the treatment potential of Ropeg to benefit more MPN patients.

(2) Cancer

> Immune checkpoint inhibitors, anti-PD-1 antibodies:

PharmaEssentia's Phase I clinical trial of sequential treatment of P1801, an anti-PD-1 inhibitor monoclonal antibody, following Ropeg in patients with advanced solid tumors has been approved in principle by the TFDA in 2024. Recruitment is about to commence. The subject recruitment for this trial will be conducted in two phases: the Dose Escalation Phase and the Dose Expansion Cohort. We expect to complete recruitment by 2027.

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(3) Novel long-acting therapeutic protein drugs

PharmaEssentia will leverage its unique PEG and Site-Specific PEGylation patented technology platform, in combination with other cytokines, to continue developing more long-acting therapeutic protein drugs.

(4) T-cell receptor transgenic T-cell (TCR-T) therapy

Due to advancements in cell therapy technologies, cell therapies are increasingly becoming mainstream treatments for solid tumors, with TCR-T therapy garnering particular attention. TCR-T therapy involves modifying T-cell surface receptors to recognize specific antigens on cancer cells in combination with the major histocompatibility complex (MHC) on the cancer cell surface. This enables T-cell receptors to precisely identify and attack tumor cells.

The Company applied to the TFDA in 2024 for a Phase I clinical trial to treat patients with advanced solid tumors (TCRT-ESO-A2-TW). At the same time, we have invested into training talent with related skills, and made preparations for starting the clinical trial. We also built R&D laboratories and bases at the National Biotechnology Research Park in Nangang, establishing the site as an important base for cell therapy development and allowing the Company to gradually accumulate technological and clinical trial experience.

(5) Antibody-Drug Conjugate (ADC)

The Company has continued investing into the R&D of antibody-drug conjugates (ADCs), and have focused on the development of two different cytotoxic drugs as our main development direction. ADCs consist of monoclonal antibodies, linkers, and cytotoxic drugs. The monoclonal antibody is able to specifically recognize tumor cell surface antigens, and precisely deliver the cytotoxic drug into tumor cells for release, ensuring that the drug is both effective and safe.

At the moment, the Company has selected and confirmed the candidate antibody, and has continued working with external contract development and manufacturing organizations (CDMO). We expect to begin establishing a cell line in 2026, along with beginning process development and scaling-up operations for manufacturing non-GLP, GLP, and GMP antibodies. These serve as the key raw materials for producing ADCs and toxicology research. At the same time, the Company has also simultaneously made progress on plans to integrate our linker strategy with cytotoxic drugs, gradually establishing a complete ADC development framework. We expect to begin the investigational new drug (IND) enabling process by as early as 2026. The Company is also developing analysis methods for ADC development, and has established a laboratory in Taiwan for the organic synthesis and conjugation of highly effective cancer treatment drugs. Additionally, the Company has plans to collaborate with contract research organizations (CROs) to carry out small-scale manufacturing of linkers and cytotoxic drugs, as well as manufacture sample ADCs of different

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combinations to support our R&D and assessment operations, gradually strengthening our overall ADC R&D and manufacturing capabilities.

(6) Expected quantity of sales and its basis

The estimated revenue for new drugs is based on several reasonable assumptions, including the estimated total number of patients, number of syringes required for treatment, and overall drug prices in the sales region. The estimated number of patients is based on various factors, including the population growth rate according to published official statistics, disease prevalence rate according to the statistics reported by professional hematological disease research institutions, diagnostic rate or cure rate according to the statistics compiled by professional cancer research institutions, and the conservative market share (market penetration rate) estimated by international market research agencies commissioned by PharmaEssentia. The number of syringes required for treatment is estimated on the basis of the administration rate or medical compliance of patients in a country. Drug prices in the regions where the drug is to be sold are estimated through an overall assessment of different factors, including the price range of similar drugs internationally, and the drug pricing models and annual drug price variation patterns in each country.

(7) Key marketing and sales policies

  • The Company has actively expanded into global markets, and made full use of available resources to understand local regulations and medical needs. We have continued working on drug license applications and government national healthcare reimbursements, in order to improve the market access and drug availability for our products.
  • In order to strengthen our drug production process and quality control, PharmaEssentia has adopted the highest standard operating procedures, quality management systems, and product traceability system. We adhere to the PIC/S GDP (Good Distribution Practice for Pharmaceuticals), ensuring proper management of medicines during transportation to preserve their quality and safety, safeguarding patients' medication safety worldwide.
  • We have established and provided globally consistent medical messaging, ensuring all medical communication, academic exchanges, and sales activities in each of our markets around the world are based on the same consistent set of reviewed scientific evidence and clinical trial data. This allows medical professionals to better understand the effectiveness and safety of our products, and reduces compliance risk.
  • PharmaEssentia continues to facilitate plans designed to support patients and offer them all-around, integrated programs through efforts such as health education, financial and medical support, and academic exchanges. We assist patients in receiving treatment and applying for insurance to alleviate their medication burden.

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  1. Future Development Strategy

(1) Business Operation Planning

The Company and our subsidiaries will continue to steadily diversify product lines, and gradually expand the use of our existing products by expanding into other related indications and disease treatments, in order to address currently unmet medical needs. The Company will also continue investing into R&D resources and strengthening our core technological platform and R&D capabilities. We will carefully evaluate our strategic collaborations, licensing agreements, and other external collaboration strategies based on our R&D strategy and market demand, in order to accelerate R&D processes and improve overall operational flexibility.

(2) Marketing Planning

In 2025, the Company expanded and enhanced the structure of our sales teams in order to further develop our presence in markets and distribution channels around the world. By improving our ability to implement sales strategies in major markets in line with the characteristics of each market region, the Company is able to optimize our market development strategy. As part of implementing our sales strategy, the Company will continue to strengthen and provide globally consistent medical messaging, and utilize digital marketing tools and data analysis to obtain better market insights and communicate with greater precision, allowing us to more effectively utilize our marketing resources. In addition, the Company's comprehensive patient support programs actively assist patients in accessing medication and applying for insurance subsidies, improving the accessibility of medicines. We have also continued providing patients with guidance on administering medication and medical treatment support, helping patients receive stable medical treatment and improving the overall treatment experience.

  1. Impact of external competition, legal, and overall business environments

Challenges and opportunities in new drug development

Although developing new drugs is both time-consuming and faces a low rate of success, and products also have to face competition after being launched onto the market, the Company has focused on developing new drugs for rare diseases, meaning that our products face less competition for the diseases that they treat. Additionally, since many developed countries also prioritize the development of orphan drugs by providing policy support for these drugs in the form of regulations, review procedures, and market exclusivity, the Company's main product Ropeg faces favorable market development conditions in major markets such as the United States and Europe.

22


R&D and potential for market growth

With rapid advancements in biotechnology, pharmaceutical and biotechnology companies around the world have continued investing into the R&D of innovative new treatment methods, leading to increasing to increasingly fierce R&D competition. The Company has adopted a multi-indication R&D strategy, establishing an R&D pipeline which includes hematological diseases and cancer treatment. This diverse development potential helps to mitigate the risk from being overly reliant on a single product or indication.

Our R&D and business team possess rich practical experience working in international pharmaceutical companies, and are capable of continuously monitoring the R&D activities of our competitors, clinical trial progress, and market trends. They are able to establish forward-looking R&D plans, clinical trials, and marketing strategies in compliance with regulatory requirements, allowing the Company to maintain competitive advantages in related therapeutic areas.

Overall business environment and geopolitical factors

In recent years, the global economic environment has continued to be affected by uncertain factors, including policy adjustments, exchange rate fluctuations, and geopolitical changes. These factors may all affect supply chain stability, operating costs, and market demand. Since the Company is a multinational biotechnology and pharmaceutical company, changes in the regulations, business environments, and medical reimbursement systems of countries around the world can all potentially affect product launch schedules and market expansion.

The Company will continue monitoring changes in the global political and economic environment, and aim to reduce the risk of being reliant on a single market or region through adopting a diversified market strategy, managing supply chains, and making flexible adjustments to our operating activities. The Company will steadily implement our established R&D and commercialization strategy after prudently assessing the potential risks.

I would like to once again thank all shareholders for their long-term support and trust. The Company will remain committed to upholding innovative science and forward-thinking strategic planning. We will continue to advance medicine R&D and market expansion, providing patients around the world with a greater range of treatment options while generating long-term and stable corporate value for our shareholders.

We would like to wish all our shareholders good health and the best of luck.

Chairman: Chief Executive Officer: Manager:

23


Attachment 2

Audit Committee’s Audit Report

The Board of Directors has prepared the Company’s 2025 Business Report, Financial Statements, and earnings distribution table. The CPA firm Ernst & Young Taiwan was retained to audit the Company’s Financial Statements and has issued an audit report relating the Financial Statements. The Business Report, Financial Statements, and proposal of the earnings distribution have been reviewed and determined to be correct and accurate by the Audit Committee. According to relevant requirements of the Securities and Exchange Act and the Company Law, we hereby submit this Report.

PharmaEssentia Corp.

Chairman of the Audit Committee:

JienHeh Tien

March 2, 2026


Attachment 3

PharmaEssentia Corporation

Report on the Business Operation Plan Progress

I. Company introduction

PharmaEssentia Corporation (hereinafter referred to as "the Company" or "PharmaEssentia") was established on May 9, 2000, and officially began operations in October 2003. The Company was founded with the vision of establishing a fully integrated international biopharmaceutical company based in Taiwan, aiming to elevate the local biotech industry and connect it with the global market. Unlike most biotech companies in Taiwan that focus on the development of generic and active pharmaceutical ingredients (APIs), PharmaEssentia has created a distinct business model centered on new drug development. The Company dedicates its resources to the entire process—from innovative discovery and experimental development, to manufacturing and obtaining marketing authorization—ultimately promoting its products in the global market. Through comprehensive vertical integration, PharmaEssentia strives to develop truly innovative new drugs that are researched and manufactured in Taiwan, while clinical trials and sales operations are aligned with international standards in Europe, the U.S., and beyond, thereby realizing a fully integrated operational model.

II. Existing products and services

(I) Key Products and Clinical Programs

Innovative long-acting interferon P1101 (Product name: BESREMi®)

P1101 can be used for a variety of indications. Currently, the Company have obtained multinational licenses for the treatment of Polycythemia Vera (PV), a rare blood disorder, and the indications under planning include Essential Thrombocythemia (ET) and myelofibrosis (MF), under Myeloproliferative Neoplasms (MPNs).

A. P1101 as a treatment for PV

In November 2021, the Company obtained FDA approval in the United States for P1101 for the treatment of polycythemia vera (PV), making BESREMi® the first treatment option approved by the FDA for all PV patients. During 2025, the Company received approval of marketing authorizations in Brazil, Argentina and Hong Kong for the treatment of polycythemia vera (PV), further broadening the product's accessibility in international markets. At the same time, the Company submitted new marketing authorization applications in Vietnam and Canada; notably, the Canadian filing represents a significant milestone in our North American expansion.

In the United States PV market, the Company has also submitted a supplemental Biologics License Application (sBLA) to the U.S. FDA for the Ropeg pen device. The pen device is designed to streamline the administration process and enhance ease of use; in particular, it is expected to improve medication adherence(compliance) among the relatively older patient population, thereby further optimizing the patient treatment


experience. The relevant product has completed all preparatory work for pre-commercial manufacturing, and the Company will proceed with its market launch planning in accordance with the progress of the regulatory review.

In the Japanese PV market, starting from June 2024, Ropeg has been covered under Japan’s National Health Insurance, allowing patients to self-administer the treatment and extending prescription duration, thereby significantly reducing the frequency of hospital visits and the associated cost burden. This has effectively improved treatment convenience for patients and is also expected to enhance Ropeg’s market acceptance and utilization in Japan. In addition, based on the favorable clinical benefits demonstrated in the high-dose regimen clinical trial, the Company’s Japanese subsidiary submitted an application in 2025 to amend the approved dosage and administration after product launch, with the intention of revising the current package insert to a high-dose regimen in order to accelerate the achievement of the therapeutic goal for PV.

B. P1101 as a treatment for ET:

The results for the primary endpoint from the global Phase III clinical trial evaluating P1101 for the treatment of ET (SURPASS ET) were officially announced in early 2025. The Company has also submitted applications for marketing authorization of Ropeg for ET in China, Taiwan, Japan, and the United States during 2025, and has already begun related preparatory work on medical affairs, marketing planning, and market access to meet subsequent market-launch requirements.

C. Use of P1101 for early and prefibrotic myeloid fibrosis (Early/pre-MF)

Currently, no widely recognized optimal treatment is available for patients with early and prefibrotic myeloid fibrosis or for those who score low or intermediate-1 on the Dynamic International Prognostic Scoring System (DIPSS, which categorizes risk of myeloid fibrosis). If left untreated, these patients’ conditions may progress to overt or high-risk myelofibrosis.

In 2024, the Japan PMDA approved the application for a Phase III clinical trial of P1101 for the treatment of patients with early/pre-PMF or overt PMF at low or intermediate-1 risk. PharmaEssentia has also submitted the Phase III clinical trial application to NMPA. This large-scale, global, multi-national, and multi-center Phase III clinical trial will be one of PharmaEssentia’s key development priorities. We aim to fully unlock the therapeutic potential of P1101 in the entire MPN field, thereby benefiting more MPN patients.

(II) Preclinically developed new drugs.

A. Monoclonal antibodies (Anti PD-1)

PharmaEssentia’s Phase I clinical trial of sequential treatment of P1801, an anti-PD-1 inhibitor monoclonal antibody, following P1101 in patients with advanced solid tumors has been approved in principle by the TFDA in 2024. Recruitment is about to commence. The subject recruitment for this trial will be conducted in two phases: the

26


Dose Escalation Phase and the Dose Expansion Cohort, and with patient enrollment expected to be completed in 2027.

B. Novel long-acting therapeutic protein drugs

PharmaEssentia will leverage its unique PEG and Site-Specific PEGylation patented technology platform, in combination with other cytokines, to continue developing more long-acting therapeutic protein drugs.

C. T-cell receptor transgenic T-cell (TCR-T) therapy

With the advancement of cell therapy technologies, the treatment of solid tumors has increasingly become a major focus area for cellular therapies. Among these, T-cell receptor (TCR-T) immunotherapy involves engineering the T-cell surface receptor to bind to major histocompatibility complex (MHC) molecules on the surface of cancer cells, thereby recognizing tumor-specific antigens and enabling precise identification and elimination of tumor cells.

In 2024, the Company has submitted an application to the TFDA to initiate a Phase I clinical trial of TCRT-ESO-A2-TW for the treatment of patients with advanced solid tumors, while concurrently advancing talent development and start-up preparations for the clinical trial. The Company has also established a research laboratory and related R&D facilities at National Biotechnology Research Park in Nangang, forming an important hub for cell therapy development and gradually building up technical capabilities and clinical execution experience.

III. Report on the Business Operation Plan Progress

Unit: NT thousands

Item/Year 2025
Business plan budget Actual amount Difference
Operating revenue 27,769,785 15,634,777 (12,135,008)
Operating cost (3,825,338) (1,684,323) 2,141,015
Gross profit/loss 23,944,447 13,950,454 (9,993,993)
Operating expenses (17,199,753) (9,022,227) 8,177,526
Net operating income/loss 6,744,694 4,928,227 (1,816,467)
Net profit/loss before tax 7,273,833 4,982,936 (2,290,897)
Net profit/loss after tax 5,963,507 5,045,167 (918,340)

  1. Operating revenue: The difference is attributable to slightly lagging revenue in regional sales.
  2. Operating cost: The difference is attributable to slightly lagging revenue, leading to a corresponding decrease in operating costs.
  3. Gross profit: The difference is attributable to the reduced operating revenue and operating cost.
  4. Operating expenses: The difference is attributable to expense spending being aligned with the actual progress of each project..
  5. Net profit/loss before tax: The difference is attributable to the factors mentioned above.
  6. Net operating income/loss, net profit/loss after tax: The difference is attributable to the factors mentioned above.

Overall, in 2025, with steady global sales growth, the Company achieved record highs in operating revenue, operating profit, and net profit after tax. Clinical and R&D activities also continued to progress, and the Company remains committed to creating shareholder value and enhancing corporate value as a return to all shareholders.

28


EY安永

安永聯合會計師事務所

11012 台北市基隆路一段333號9樓
9F, No. 333, Sec. 1, Keelung Road, Taipei City, Taiwan, R.O.C.

Tel: 886 2 2757 8888
Fax: 886 2 2757 6050
ey.com/zh_tw

Attachment 4

English Translation of Independent Auditors' Report Originally Issued in Chinese

Independent Auditors' Report

To PharmaEssentia Corp.

Opinion

We have audited the accompanying consolidated balance sheets of PharmaEssentia Corp. and its subsidiaries (the "Company" and its subsidiaries) as of December 31, 2025 and 2024, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2025 and 2024, and notes to the consolidated financial statements, including the summary of material accounting policies (collectively referred to "the consolidated financial statements").

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company and its subsidiaries as of December 31, 2025 and 2024, and its consolidated financial performance and cash flows for the years ended December 31, 2025 and 2024, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed by Financial Supervisory Commission of the Republic of China.

Basis for opinion

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

A member firm of Ernst & Young Global Limited


EY安永

Key Audit Matters

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

Revenue Recognition

The Company and its subsidiaries recognized consolidated operating revenue amounting to NTD 15,634,777 thousand in 2025. Main source of consolidated operating revenue comes from the sales of medicine products by the Company’s subsidiary, PharmaEssentia USA Corporation. It is necessary for the Company and its subsidiaries to judge and determine the performance obligation of a contract and the timing of its satisfaction when recognizing the revenue. Therefore, we determined this is a key audit matter.

Our audit procedures included but are not limited to:

  1. Evaluating the appropriateness of the accounting policy related to revenue recognition, performing walk through to understand the trading models of revenue from the sales of medicine products, and testing effectiveness of the internal controls over the revenue recognition, including to review the terms of transactions to determine the performance obligations and whether revenue is recognized when the performance obligation is satisfied.

  2. Performing tests of details on samples selected from detail of sales of medicine products and obtaining the relevant documents to verify the accuracy of revenue recognition and the occurrence of transaction.

  3. Reviewing transactions for certain period before and after the balance date, and selecting samples to perform cutoff procedures, tracing to relevant documents to verify that revenue has been recorded in the correct accounting period.

  4. Performing analytical procedures to analyze the fluctuations and the reasonableness of the transactions.

Please refer to Note 4 and 6(17) to the Group’s consolidated financial statements for the accounting policies and information regarding revenue recognition.

A member firm of Ernst & Young Global Limited


EY安永

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

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed by Financial Supervisory Commission of the Republic of China and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

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

Those charged with governance, including audit committee, are responsible for overseeing the financial reporting process of the Company and its subsidiaries.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

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

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

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

A member firm of Ernst & Young Global Limited


EY安永

  1. 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 and its subsidiaries internal control.

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

  3. 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 ability to continue as a going concern of the Company and its subsidiaries. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company and its subsidiaries to cease to continue as a going concern.

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

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

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

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

A member firm of Ernst & Young Global Limited
32


EY安永

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit year of 2025 consolidated financial statements and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Others

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

Lu, Chain-Uen

Chang, Chiao-Ying

Ernst & Young, Taiwan
March 2, 2026

Taipei, Taiwan
Republic of China

Notice to Readers

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

Accordingly, the accompanying consolidated financial statements and report of independent auditors are not intended for use by those who are not informed about the accounting principles or the Standards on Auditing of the Republic of China, and their applications in practice. As the financial statements are the responsibility of the management, Ernst & Young cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

A member firm of Ernst & Young Global Limited


34

ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE

PHARMAESSENTIA CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

December 31, 2025 and 2024

(Expressed in Thousands of New Taiwan Dollars)

Assets Notes As of
December 31,2025 December 31,2024
Amount % Amount %
Current assets
Cash and cash equivalents 4,6 $22,692,972 61 $21,051,091 68
Current financial assets measured at amortized cost 4,6,8 24,111 - 23,636 -
Accounts receivable, net 4,6 4,472,337 12 2,623,830 8
Other receivables 4 46,944 - 68,782 -
Current tax assets 4,5,6 129,849 - 139,226 -
Inventories 4,5,6 1,298,077 4 1,276,644 4
Prepayments 6 337,196 1 179,669 1
Other current assets 42,232 - 54,607 -
Total current assets 29,043,718 78 25,417,485 81
Non-current assets
Non-current financial assets measured at fair value through other comprehensive income 4,6 410,800 1 542,438 2
Non-current financial assets measured at amortized cost 4,6,8 465,119 1 25,594 -
Investments accounted for using equity method 4,6 50,635 - - -
Property, plant and equipment 4,6,8 4,152,252 11 2,513,036 8
Right-of-use assets 4,6 749,608 2 847,575 3
Intangible assets 4,6 235,117 1 272,721 1
Deferred tax assets 4,5,6 1,693,127 5 1,120,428 4
Prepayments for business facilities 6 388,153 1 199,638 1
Other non-current assets, others 6 222,765 - 122,718 -
Total non-current assets 8,367,576 22 5,644,148 19
Total assets $37,411,294 100 $31,061,633 100

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


ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE
PHARMAESSENTIA CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (CONTINUED)
December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)

Liabilities and Equity Notes As of
December 31,2025 December 31,2024
Amount % Amount %
Current liabilities
Current contract liabilities 4,6 $- - $229 -
Notes payable 26 - 35 -
Accounts payable 156,704 - 126,433 -
Other payables 6 2,129,484 6 1,337,313 4
Current tax liabilities 4,5,6 266,538 1 - -
Current lease liabilities 4,6 202,307 1 180,555 1
Current portion of long-term borrowings 4,6,8 5,978 - 11,902 -
Current refund liabilities 4,5,6 1,509,450 4 509,292 2
Other current liabilities, others 5,6,9 410,216 1 391,473 1
Total current liabilities 4,680,703 13 2,557,232 8
Non-current liabilities
Non-current portion of long-term borrowings 4,6,8 44,834 - 50,812 -
Deferred tax liabilities 4,5,6 84,374 - 81,318 -
Non-current lease liabilities 4,6 602,913 2 722,163 2
Net defined benefit liability, non-current 4,6 10,382 - 11,056 -
Other non-current liabilities, others 12,757 - 170,208 1
Total non-current liabilities 755,260 2 1,035,557 3
Total liabilities 5,435,963 15 3,592,789 11
Equity 4,5,6
Share capital
Ordinary share 3,796,294 10 3,417,914 11
Capital surplus 24,106,248 64 23,546,569 76
Retained earnings
Legal reserve 297,358 1 - -
Undistributed earnings 6,947,130 18 2,973,582 10
Other equity interest (408,750) (1) 335,887 1
Treasury shares (2,762,949) (7) (2,805,108) (9)
Equity attributable to owners of parent 31,975,331 85 27,468,844 89
Non-controlling interests 4 -
Total equity 31,975,331 85 27,468,844 89
Total liabilities and equity $37,411,294 100 $31,061,633 100

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

35


ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE
PHARMAESSENTIA CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Years Ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings per Share)

Item Notes For the years ended December 31,
2025 2024
Amount % Amount %
Operating revenue 4,6 $15,634,777 100 $9,734,814 100
Operating costs 4,6 (1,684,323) (11) (1,177,225) (12)
Gross profit from operations 13,950,454 89 8,557,589 88
Operating expenses 6,7
Selling expenses (3,523,871) (23) (2,426,998) (25)
Administrative expenses (2,030,528) (13) (1,806,944) (18)
Research and development expenses (3,467,828) (22) (2,587,570) (27)
Total operating expenses (9,022,227) (58) (6,821,512) (70)
Net operating income 4,928,227 31 1,736,077 18
Non-operating income and expenses 4,6
Interest income 642,524 4 917,455 9
Other income 19,969 - 24,090 -
Other gains and losses, net (577,799) (4) 339,222 3
Finance costs (25,530) - (22,192) -
Share of profit (loss) of associates and joint ventures accounted for using equity method (4,455) - - -
Total non-operating income and expenses 54,709 - 1,258,575 12
Gain before income tax 4,982,936 31 2,994,652 30
Income tax benefit (expense) 4,6 62,231 - (29,149) -
Net income 5,045,167 31 2,965,503 30
Other comprehensive income (loss) 4,6
Items that will not be reclassified to profit or loss
Losses on remeasurements of defined benefit plans (499) - 765 -
Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income (77,158) - (42,718) -
Income tax related to items that will not be reclassified 100 - (153) -
Items that may be reclassified subsequently to profit or loss
Exchange differences on translation of foreign financial statements (660,064) (4) 339,192 3
Income tax related to items that may be reclassified - - - -
Other comprehensive income (loss), net (737,621) (4) 297,086 3
Total comprehensive income (loss) $4,307,546 27 $3,262,589 33
Net income, attributable to:
Owners of parent $5,045,167 $2,965,503
Non-controlling interests - -
$5,045,167 $2,965,503
Comprehensive income (loss) attributable to:
Owners of parent $4,307,546 $3,262,589
Non-controlling interests - -
$4,307,546 $3,262,589
Earnings per share (in NTD) 6
Basic earnings per share $13.64 $8.06
Diluted earnings per share $13.59 $8.00

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


ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE
PHARMAESSENTIA CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the Years Ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)

Summary Equity attributable to owners of parent Non-controlling interests Total equity
Share capital Capital surplus Retained earnings Other equity interest Treasury shares Total equity attributable to owners of parent
Legal reserve Undistributed earnings (accumulated deficit) Exchange differences on translation of foreign financial statements Unrealized gains (losses) on financial assets measured at fair value through other comprehensive income Unearned compensation
Balance on January 1, 2024 $3,402,639 $24,092,179 $- $(631,187) $105,258 $(10,076) $(205,555) $(2,805,108) $23,948,150 $- $23,948,150
Other changes in capital surplus:
Capital surplus used to offset accumulated deficits - (631,187) - 631,187 - - - - - - -
Net loss for the year ended December 31, 2024 - 2,965,503 2,965,503 - 2,965,503
Other comprehensive income (loss) for the year ended December 31, 2024 - - - 612 339,192 (42,718) - - 297,086 - 297,086
Total comprehensive income (loss) for the year ended December 31, 2024 - - - 2,966,115 339,192 (42,718) - - 3,262,589 - 3,262,589
Disposal of equity instruments measured at fair value through other comprehensive income - 7,467 - (7,467) - -
Share-based payments 15,275 85,577 - - - - 157,253 - 258,105 - 258,105
Balance on December 31,2024 $3,417,914 $23,546,569 $- $2,973,582 $444,450 $(60,261) $(48,302) $(2,805,108) $27,468,844 $- $27,468,844
Balance on January 1, 2025 $3,417,914 $23,546,569 $- $2,973,582 $444,450 $(60,261) $(48,302) $(2,805,108) $27,468,844 $- $27,468,844
Appropriation and distribution of earnings, 2024
Legal reserve - - 297,358 (297,358) - - - - - - -
Cash dividends of ordinary share - - - (366,171) - - - - (366,171) - (366,171)
Stock dividends of ordinary share 366,171 - - (366,171) - - - - - - -
Other changes in capital surplus:
Capital surplus used to offset accumulated deficits - 610 - - - - - - 610 - 610
Net income for the year ended December 31, 2025 - - - - - - - - - - -
Other comprehensive income (loss) for the year ended December 31, 2025 - - - 5,045,167 - - - - 5,045,167 - 5,045,167
Total comprehensive income (loss) for year ended December 31, 2025 - - - (399) (660,064) (77,158) - - (737,621) - (737,621)
Disposal of equity instruments measured at fair value through other comprehensive income - - - 5,044,768 (660,064) (77,158) - - 4,307,546 - 4,307,546
Share-based payments 12,209 185,457 - - - - (48,935) - 148,731 - 148,731
Transactions in Treasury Shares - 373,612 - - - - - 42,159 415,771 - 415,771
Balance on December 31,2025 $3,796,294 $24,106,248 $297,358 $6,947,130 $(215,614) $(95,899) $(97,237) $(2,762,949) $31,975,331 $- $31,975,331

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


ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE
PHARMAESSENTIA CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)

Item For the years ended December 31,
2025 2024
Cash flows from (used in) operating activities:
Income before income tax $4,982,936 $2,994,652
Adjustments:
Adjustments to reconcile profit (loss):
Depreciation expense 330,630 315,542
Amortization expense 67,969 52,170
Interest expense 25,530 22,192
Interest income (642,524) (917,455)
Dividends income (6,471) (6,603)
Share-based payments 463,474 164,390
Share of profit of subsidiaries, associates and joint ventures accounted for using equity method 4,455 -
Loss on disposal of property, plant and equipment 2,037 343
Loss on disposal of intangible assets - 587
Gain on disposal of right-of-use assets (7) -
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable (1,848,507) (1,311,527)
Decrease (increase) in other receivables 23,022 98,636
Decrease (increase) in inventories (62,207) 25,342
Decrease (increase) in prepayments (157,527) (27,475)
Decrease (increase) in other current assets 12,375 (5,882)
Increase (decrease) in current contract liabilities (229) 229
Increase (decrease) in notes payable (9) 25
Increase (decrease) in accounts payable 30,271 (2,436)
Increase (decrease) in other payables 792,171 156,247
Increase (decrease) in current refund liabilities 1,011,672 269,567
Increase (decrease) in other current liabilities, others 21,507 19,916
Increase (decrease) in net defined benefit liability, non-current (1,073) 1,460
Increase (decrease) in other non-current liabilities, others (154,741) 77,677
Cash inflow generated from operations 4,894,754 1,927,597
Interest received 641,340 917,210
Interest paid (25,530) (22,192)
Income taxes paid (232,887) (297,902)
Net cash flows from operating activities 5,277,677 2,524,713
Cash flows from (used in) investing activities:
Acquisition of financial assets measured at amortized cost (440,102) (2,414)
Acquisition of financial assets measured at fair value through other comprehensive income - (446,232)
Proceeds from capital reduction of financial assets measured at fair value through other comprehensive income - 25,000
Acquisition of property, plant and equipment (1,596,060) (753,610)
Increase in guarantee deposits (37,685) (2,462)
Decrease in guarantee deposits 10,486 16,185
Acquisition of intangible assets (12,510) (41,492)
Increase in prepayments for business facilities (315,134) (108,394)
Increase in other non-current assets, others (90,591) (28,084)
Dividends received 6,471 6,603
Net cash flows used in investing activities (2,475,125) (1,334,900)
Cash flows from (used in) financing activities:
Increase in current borrowings 2,242,500 -
Decrease in current borrowings (2,242,500) (21,000)
Repayments of long-term borrowings (including current portion) (11,902) (12,359)
Payments of lease liabilities (217,407) (220,765)
Cash dividends paid (366,171) -
Exercise of employee share options 81,546 91,103
Issued employee restricted stocks 14,008 -
Net cash flows used in financing activities (499,926) (163,021)
Effect of exchange rate changes on cash and cash equivalents (660,745) 358,270
Net increase in cash and cash equivalents 1,641,881 1,385,062
Cash and cash equivalents at the beginning of period 21,051,091 19,666,029
Cash and cash equivalents at the end of period $22,692,972 $21,051,091

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


EY安永

安永聯合會計師事務所

11012台北市基隆路一段333號9樓
9F, No. 333, Sec. 1, Keelung Road, Taipei City, Taiwan, R.O.C.

Tel: 886 2 2757 8888
Fax: 886 2 2757 6050
ey.com/zh_tw

Attachment 5

English Translation of Independent Auditors' Report Originally Issued in Chinese

Independent Auditors' Report

To PharmaEssentia Corp.

Opinion

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

In our opinion, the parent company only financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and its financial performance and cash flows for the years ended December 31, 2025 and 2024, in conformity with the requirements of 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 the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on the reports of our audits, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

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

A member firm of Ernst & Young Global Limited


EY安永

Share of profit (loss) of subsidiaries, associates and joint ventures accounted for using equity method

The share of profit (loss) of subsidiaries, associates and joint ventures accounted for using equity method recognized by the Company for the year ended December 31, 2025 was mainly derived from the operating revenue of medicine products sales from PharmaEssentia USA Corporation. It is necessary to judge and determine the performance obligation of a contract and the timing of its satisfaction when recognizing the revenue, and the judgement results were material to the operating revenue of medicine products sales from PharmaEssentia USA Corporation. Consequently, it has a significant impact on the share of profit (loss) of subsidiaries, associates and joint ventures accounted for using equity method in the parent company only financial statements of Pharmaessentia Corporation. Therefore, we determined this is a key audit matter.

Our audit procedures included but are not limited to:

  1. Evaluating the appropriateness of the accounting policy related to revenue recognition, performing walk through to understand the trading models of revenue from the sales of medicine products, and testing effectiveness of the internal controls over the revenue recognition, including to review the terms of transactions to determine the performance obligations and whether revenue is recognized when the performance obligation is satisfied.
  2. Performing tests of details on samples selected from detail of sales of medicine products and obtaining the relevant documents to verify the accuracy of revenue recognition and the occurrence of transaction.
  3. Reviewing transactions for certain period before and after the balance date, and selecting samples to perform cutoff procedures, tracing to relevant documents to verify that revenue has been recorded in the correct accounting period.
  4. Performing analytical procedures to analyze the fluctuations and the reasonableness of the transactions.

Please refer to Note 4 and Table 5 of Note 6(13) to the parent company only financial statements for the accounting policies and information regarding the recognition of the share of profit (loss) of subsidiaries, associates and joint ventures accounted for using equity method.

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

Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the requirements of 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 financial statements that are free from material misstatement, whether due to fraud or error.

A member firm of Ernst & Young Global Limited


EY安永

In preparing the parent company only financial statements, management is responsible for assessing the ability to continue as a going concern of the Company, 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 audit committee, are responsible for overseeing the financial reporting process of the Company.

Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements

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

A member firm of Ernst & Young Global Limited


EY安永

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

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit year of 2025 parent company only financial statements and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Lu, Chain-Uen

Chang, Chiao-Ying

Ernst & Young, Taiwan
March 2, 2026

Taipei, Taiwan
Republic of China

Notice to Readers

The accompanying parent company only financial statements are intended only to present the financial position and results of operations and cash flows in accordance with accounting principles and practices in the Standards on Auditing of 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 and applied in the Republic of China.

Accordingly, the accompanying parent company only financial statements and report of independent auditors are not intended for use by those who are not informed about the accounting principles or the Standards on Auditing of the Republic of China, and their applications in practice. As the financial statements are the responsibility of the management, Ernst & Young cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

A member firm of Ernst & Young Global Limited


43
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ENGLISH TRANSLATION OF PARENT COMPANY ONLY FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE

PHARMAESSENTIA CORP.
PARENT COMPANY ONLY BALANCE SHEETS
December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)

Assets Notes As of December 31,
2025 2024
Amount % Amount %
Current assets
Cash and cash equivalents 4,6 $16,792,504 48 $12,772,611 43
Current financial assets measured at amortized cost 4,6,8 24,111 - 23,636 -
Accounts receivable, net 4,6 918,962 3 626,454 2
Accounts receivable due from related parties, net 4,6,7 489,567 1 662,227 2
Other receivables 4 45,898 - 21,431 -
Other receivables due from related parties 7 333,348 1 107,946 -
Current tax assets 4,5,6 117,810 1 119,946 1
Inventories 4,5,6 993,002 3 981,693 4
Prepayments 6 126,955 - 72,634 -
Other current assets 39,772 - 40,145 -
Total current assets 19,881,929 57 15,428,723 52
Non-current assets
Non-current financial assets measured at fair value through other comprehensive income 4,6 410,800 1 542,438 2
Non-current financial assets measured at amortized cost 4,6,8 462,295 1 22,668 -
Investments accounted for using equity method 4,6 7,517,351 21 9,282,442 31
Property, plant and equipment 4,6,8 3,968,475 11 2,331,265 8
Right-of-use assets 4,6 563,438 2 666,989 2
Intangible assets 4,6 192,151 1 227,850 1
Deferred tax assets 4,5,6 1,423,672 4 846,914 3
Prepayments for business facilities 6 387,565 1 195,231 1
Other non-current assets, others 6 161,945 1 78,977 -
Total non-current assets 15,087,692 43 14,194,774 48
Total assets $34,969,621 100 $29,623,497 100

The accompanying notes are an integral part of financial statements.


44

ENGLISH TRANSLATION OF PARENT COMPANY ONLY FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE

PHARMAESSENTIA CORP.
PARENT COMPANY ONLY BALANCE SHEETS (CONTINUED)
December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)

Liabilities and Equity Notes As of December 31,
2025 2024
Amount % Amount %
Current liabilities
Current contract liabilities 4,6 $- - $229 -
Notes payable 26 - 35 -
Accounts payable 52,341 - 19,739 -
Accounts payable to related parties 7 76,915 - 6,416 -
Other payables 6 1,077,007 3 608,188 2
Other payables to related parties 7 429,776 1 260,095 1
Current tax liabilities 4,5,6 265,906 1 - -
Current lease liabilities 4,6 134,409 1 134,212 1
Current portion of long-term borrowings 4,6,8 5,978 - 5,978 -
Other current liabilities, others 4,5,6,9 404,602 1 381,181 1
Total current liabilities 2,446,960 7 1,416,073 5
Non-current liabilities
Non-current portion of long-term borrowings 4,6,8 44,834 - 50,812 -
Deferred tax liabilities 4,5,6 21,366 - - -
Non-current lease liabilities 4,6 470,748 1 573,388 2
Net defined benefit liability, non-current 4,6 10,382 - 11,056 -
Other non-current liabilities, others 6 - - 103,324 -
Total non-current liabilities 547,330 1 738,580 2
Total liabilities 2,994,290 8 2,154,653 7
Equity 4,5,6
Share capital
Ordinary share 3,796,294 11 3,417,914 12
Capital surplus 24,106,248 69 23,546,569 79
Retained earnings
Legal reserve 297,358 1 - -
Undistributed earnings 6,947,130 20 2,973,582 10
Other equity interest (408,750) (1) 335,887 1
Treasury shares (2,762,949) (8) (2,805,108) (9)
Total equity 31,975,331 92 27,468,844 93
Total liabilities and equity $34,969,621 100 $29,623,497 100

The accompanying notes are an integral part of financial statements.


ENGLISH TRANSLATION OF PARENT COMPANY ONLY FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE
PHARMAESSENTIA CORP.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
For the Years Ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings per Share)

Item Notes For the years ended December 31,
2025 2024
Amount % Amount %
Operating revenue 4,6,7 $13,040,079 100 $3,501,966 100
Operating costs 4,6,7 (1,645,723) (13) (755,605) (22)
Gross profit from operations 11,394,356 87 2,746,361 78
Unrealized profit from sales 4 (10,387,970) (80) (2,087,413) (60)
Realized profit from sales 4 8,004,339 62 2,221,610 64
Gross profit from operations 9,010,725 69 2,880,558 82
Operating expenses 6,7
Selling expenses (201,778) (2) (78,927) (2)
Administrative expenses (906,353) (7) (657,454) (19)
Research and development expenses (3,067,590) (23) (2,356,813) (67)
Total operating expenses (4,175,721) (32) (3,093,194) (88)
Net operating income (loss) 4,835,004 37 (212,636) (6)
Non-operating income and expenses 4,6,7
Interest income 434,875 3 606,726 17
Other income 21,430 - 24,588 1
Other gains and losses, net (549,041) (4) 405,907 12
Finance costs (19,943) - (17,922) (1)
Share of profit of subsidiaries, associates and joint ventures accounted for using equity method 76,770 1 1,518,500 43
Total non-operating income and expenses (35,909) - 2,537,799 72
Gain before income tax 4,799,095 37 2,325,163 66
Income tax benefit 4,6 246,072 2 640,340 18
Net income 5,045,167 39 2,965,503 84
Other comprehensive income (loss) 4,6
Items that will not be reclassified to profit or loss
Gains (losses) on remeasurements of defined benefit plans (499) - 765 -
Unrealized losses from investments in equity instruments measured at fair value through other comprehensive income (77,158) (1) (42,718) (1)
Income tax related to items that will not be reclassified 100 - (153) -
Items that may be reclassified subsequently to profit or loss
Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for using equity method, components of other comprehensive income that may be reclassified to profit or loss (660,064) (5) 339,192 10
Other comprehensive income, net (737,621) (6) 297,086 9
Total comprehensive income $4,307,546 33 $3,262,589 93
Earnings per share (in NTD) 6
Basic earnings per share $13.64 $8.06
Diluted earnings per share $13.59 $8.00

The accompanying notes are an integral part of financial statements.

45


46

ENGLISH TRANSLATION OF PARENT COMPANY ONLY FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE

PHARMAESSENTIA CORP.

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY

For the Years Ended December 31, 2025 and 2024

(Expressed in Thousands of New Taiwan Dollars)

Summary Share capital Capital surplus Legal reserve Retained earnings Other equity interest Treasury shares Total equity
Undistributed earnings Exchange differences on translation of foreign financial statements Unrealized (losses) gains on financial assets measured at fair value through other comprehensive income Unearned compensation
Balance on January 1, 2024 $3,402,639 $24,092,179 $- $(631,187) $105,258 $(10,076) $(205,555) $(2,805,108) $23,948,150
Other changes in capital surplus:
Capital surplus used to offset accumulated deficits - (631,187) - 631,187 - - - - -
Net Income for the year ended December 31, 2024 - - - 2,965,503 - - - - 2,965,503
Other comprehensive income (loss) for the year ended December 31, 2024 - - - 612 339,192 (42,718) - - 297,086
Total comprehensive income (loss) for the year ended December 31, 2024 - - - 2,966,115 339,192 (42,718) - - 3,262,589
Disposal of equity instruments measured at fair value through other comprehensive income - - - 7,467 - (7,467) - - -
Share-based payments 15,275 85,577 - - - - 157,253 - 258,105
Balance on December 31, 2024 $3,417,914 $23,546,569 $- $2,973,582 $444,450 $(60,261) $(48,302) $(2,805,108) $27,468,844
Balance on January 1, 2025 $3,417,914 $23,546,569 $- $2,973,582 $444,450 $(60,261) $(48,302) $(2,805,108) $27,468,844
Appropriation and distribution of 2024 earnings :
Legal reserve - - 297,358 (297,358) - - - - -
Cash dividends of ordinary share - - - (366,171) - - - - (366,171)
Stock dividends of ordinary share 366,171 - - (366,171) - - - - -
Other changes in capital surplus:
Changes in equity of associates and joint ventures accounted for using equity method - 610 - - - - - - 610
Net income for the year ended December 31, 2025 - - - 5,045,167 - - - - 5,045,167
Other comprehensive income (loss) for the year ended December 31, 2025 - - - (399) (660,064) (77,158) - - (737,621)
Total comprehensive income (loss) for the year ended December 31, 2025 - - - 5,044,768 (660,064) (77,158) - - 4,307,546
Disposal of equity instruments measured at fair value through other comprehensive income - - - (41,520) - 41,520 - - -
Share-based payments 12,209 185,457 - - - - (48,935) - 148,731
Transactions in Treasury Shares - 373,612 - - - - - 42,159 415,771
Balance on December 31, 2025 $3,796,294 $24,106,248 $297,358 $6,947,130 $(215,614) $(95,899) $(97,237) $(2,762,949) $31,975,331

The accompanying notes are an integral part of financial statements.


ENGLISH TRANSLATION OF PARENT COMPANY ONLY FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE
PHARMAESSENTIA CORP.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)

Item For the years ended December 31,
2025 2024
Cash flows from (used in) operating activities:
Income before income tax $4,799,095 $2,325,163
Adjustments:
Adjustments to reconcile profit (loss):
Depreciation expense 226,162 216,996
Amortization expense 56,182 47,940
Interest expense 19,943 17,922
Interest income (434,875) (606,726)
Dividends income (6,471) (6,603)
Share-based payments 304,079 114,897
Share of profit of subsidiaries, associates and joint ventures accounted for using equity method (76,770) (1,518,500)
Unrealized profit from sales 10,387,970 2,087,413
Realized profit from sales (8,004,339) (2,221,610)
Loss on disposal of property, plan and equipment 542 -
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable (292,508) (334,433)
Decrease (increase) in accounts receivable due from related parties 172,660 (70,847)
Decrease (increase) in other receivables (23,283) 12,271
Decrease (increase) in other receivables due from related parties (225,402) (107,946)
Decrease (increase) in inventories (52,083) (97,571)
Decrease (increase) in prepayments (54,321) (44,107)
Decrease (increase) in other current assets 373 6,170
Decrease (increase) in current contract liabilities (229) 229
Increase (decrease) in notes payable (9) 25
Increase (decrease) in accounts payable 32,602 (16,318)
Increase (decrease) in accounts payable to related parties 70,499 6,416
Increase (decrease) in other payables 468,819 232,517
Increase (decrease) in other payables to related parties 169,681 (108,779)
Increase (decrease) in other current liabilities, others 26,185 23,724
Increase (decrease) in net defined benefit liability, non-current (1,073) 1,460
Cash inflow (outflow) generated from operations: 7,563,429 (40,297)
Interest received 433,691 606,481
Interest paid (19,943) (17,922)
Income taxes paid (41,278) (60,375)
Net cash flows from operating activities 7,935,899 487,887
Cash flows from (used in) investing activities:
Acquisition of financial assets measured at amortized cost (440,102) (2,414)
Acquisition of financial assets measured at fair value through other comprehensive income - (446,232)
Proceeds from capital reduction of financial assets measured at fair value through other comprehensive income - 25,000
Acquisition of investments accounted for using equity method (1,087,963) (720,607)
Acquisition of property, plant and equipment (1,553,596) (720,699)
Increase in guarantee deposits (9,551) (1,461)
Decrease in guarantee deposits 1,212 4,629
Acquisition of intangible assets (4,682) (19,594)
Increase in prepayments for business facilities (314,901) (96,519)
Increase in other non-current assets, others (90,430) (28,264)
Dividends received 6,471 6,603
Net cash flows used in investing activities (3,493,542) (1,999,558)
Cash flows from (used in) financing activities:
Increase in current borrowings 2,242,500 -
Decrease in current borrowings (2,242,500) (1,000)
Repayments of long-term borrowings (including current portion) (5,978) (5,978)
Payments of lease liabilities (145,869) (148,286)
Cash dividends paid (366,171) -
Exercise of employee share options 81,546 91,103
Issued employee restricted stocks 14,008 -
Net cash flows from (used in) financing activities (422,464) (64,161)
Net increase (decrease) in cash and cash equivalents 4,019,893 (1,575,832)
Cash and cash equivalents at the beginning of period 12,772,611 14,348,443
Cash and cash equivalents at the end of period $16,792,504 $12,772,611

The accompanying notes are an integral part of financial statements.

47


Appendix 1

PharmaEssentia Corporation

Shareholdings of All Directors

March 30, 2026

Title Name Date Elected Shareholding When Elected Current Shareholding
Shares % Shares %
Chairperson ChingLeou Teng May 27, 2024 3,183,046 0.93 3,996,411 1.05
Director National Development Fund, Executive Yuan Representative: ChenJung Hsiao May 27, 2024 22,066,296 6.47 23,868,421 6.28
Director Eon Capital investment account, entrusted to Yuanta Commercial Bank Representative: HsuehFang Hsu May 27, 2024 6,210,022 1.82 6,220,453 1.64
Director ShenYi Lee May 27, 2024 818,242 0.24 838,590 0.22
Director ChanKou Hwang May 27, 2024 1,710,073 0.50 2,370,180 0.62
Director JinnDer Chang May 27, 2024 95,534 0.03 130,431 0.03
Director KoChung Lin May 27, 2024 4,063,964 1.19 5,170,647 1.36
Independent Director JienHeh Tien May 27, 2024 2,000 0.00 2,219 0.00
Independent Director Jeffrey R. Williams May 27, 2024 0 0.00 0 0.00
Independent Director ChingTsun Liu May 27, 2024 272,915 0.08 293,862 0.08
Independent Director MingChuan Hsieh May 27, 2024 6,000 0.00 4,000 0.00
Total director shareholding 38,428,092 11.26 42,895,214 11.28

Total number of common shares issued as of May 27, 2024: 340,906,891
Total number of ordinary shares issued as of March 30, 2026: 379,924,370
Note: The minimum combined shareholding of all directors of the Company required by law is 15,196,974 shares; the combined shareholding of all directors of the Company as of March 30, 2026, is 42,595,133 shares.


Appendix 2

PharmaEssentia Corporation

Articles of Incorporation

Chapter 1 General guidelines

Article 1: The Company shall be incorporated as a company limited by shares under the Company Act, and its name shall be “藥華醫藥股份有限公司” in Chinese and “PharmaEssentia Corp.” in English.

Article 2: The scope of business of the Company shall be as follows:

C110010 Beverage Manufacturing

C199990 Other Food Manufacturing Not Elsewhere Classified

C801010 Basic Industrial Chemical Manufacturing

C802041 Drug and Medicine Manufacturing

C802100 Cosmetics Manufacturing

C802990 Other Chemical Product Manufacturing

F107200 Wholesale of Chemistry Raw Materials

F108021 Wholesale of Drugs and Medicines

F108031 Wholesale of Drugs, Medical Goods

F108040 Wholesale of Cosmetics

F207200 Retail Sale of Chemical Raw Material

F208021 Retail Sale of Drugs and Medicines

F208031 Retail Sale of Medical Equipment

F208040 Retail Sale of Cosmetics

F208050 Retail Sale of Second-Type Patent Medicine

F401010 International Trade

F601010 Intellectual Property

IC01010 Pharmaceutical Examination Services

IG01010 Biotechnology Services

IG02010 Research and Development Service

ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval

Article 3: The Company shall have its head office in Taipei, and may, upon approval of the Board of Directors, set up representative and branch offices at various locations within and without the territory of the Republic of China.

Article 3-1: The total amount of reinvestment that the Company may make as a limited liability shareholder of another company is not subject to the percentage limit stipulated in Article 13 of the Company Act.


Article 3-2: The Company may engage in external guarantees for business needs in accordance with the Company’s Endorsement and Guarantee Regulations.

Article 4: The Company’s method of public announcement shall be handled in accordance with Article 28 of the Company Act and the provisions of the securities management authority.

Chapter 2 Capital stock

Article 5: The total authorized capital of the company is NT$8 billion, consisting of 800 million shares with a par value of NT$10 each, which are issued in installments. Of the total authorized capital, 80 million shares with a par value of NT$10 each, amounting to NT$800 million, are reserved for the holders of employee stock warrants, and may be issued in separate installments in accordance with approval from the Board of Directors.

Article 5-1: When the Company issues employee stock warrants where the exercise price is lower than the closing price of the Company shares as of the issuing date, attending shareholders representing a majority of the total number of issued shares and approval from two-thirds of the attending shareholders with voting rights shall be required and may be handled and reported in multiple applications within 1 year from the date of resolution of the shareholder meeting.

Article 5-2: Employees entitled to receive share subscription warrants shall include the employees of parents or subsidiaries of the Company meeting specific requirements.

Employees entitled to buy new shares issued by the Company shall include the employees of parents or subsidiaries of the Company meeting specific requirements.

Employees entitled to buy restricted stock issued by the Company shall include the employees of parents or subsidiaries of the Company meeting specific requirements.

Employees entitled to receive treasury stocks transferred by the Company shall include the employees of parents or subsidiaries of the Company meeting specific requirements.

The Board of Directors is hereby authorized to define the specific requirements for the qualified employees of parents or subsidiaries stipulated in this Article.

Article 6: Equity capital to be contributed other than cash by shareholders may be in the form of monetary credit extended to the Company, or the property or technical know-how required by the Company, provided, however, that the amount of such substitutive capital contribution does not exceed NT$600 million.

Article 7: The Company’s shares are issued after attestation in accordance with relevant laws and are registered and affixed with the signatures or personal seals of

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directors of the Company. Shares issued by the Company may be exempted from printing or may be combined and printed at the time of issuance of new shares, but the centralized securities depository institution shall be contacted for registration.

Article 8:
Registration for transfer of shares shall be suspended 30 days before the date of a regular shareholder meeting and 15 days before the date of any special shareholder meeting or within 5 days before the day on which dividend, bonus, or any other benefit is scheduled to be paid by the Company.

Entries in the shareholder roster shall not be altered within 60 days prior to the convening date of a regular shareholder meeting; within 30 days prior to the convening date of a special shareholder meeting; or within 5 days before the day on which dividends, bonuses, or any other benefits are scheduled to be paid by the Company.

Chapter 3 Shareholders

Article 9:
The Company holds regular and special shareholder meetings. The regular shareholder meeting shall be convened once a year by the Board of Directors within 6 months of the close of each fiscal year. Special shareholder meetings shall be held in accordance with the law whenever deemed necessary.

For convening a regular shareholder meeting, a notice shall be given to each shareholder no later than 30 days prior to the scheduled meeting date. For convening a special shareholder meeting, a notice shall be given to each shareholder no later than 15 days prior to the scheduled meeting date. The notice shall state the date, venue, and purpose of convening the meeting.

The notice may, as an alternative, be given by means of electronic transmission after obtaining prior consent from the recipient(s) thereof.

The notice of the shareholder meeting to shareholders who own fewer than 1,000 shares of nominal stocks may be given in the form of a public announcement.

The Company's shareholders' meeting can be held by means of visual communication network and shall be handled in accordance with the provisions stipulated in the Company Act and applicable laws and regulations.

Article 10:
A shareholder who cannot attend the meeting for any reason may appoint a proxy to attend the meeting by providing a signed and sealed proxy form issued by the Company and stating the scope of the proxy's authorization.

The appointment of proxies to attend shareholder meetings shall be handled in accordance with the provisions stipulated in the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies promulgated by the competent authority, in addition to the provisions detailed in Article 177 of the Company Act.

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Article 11: A shareholder of the Company shall be entitled to one vote for each share held, except when the shares are restricted or are deemed nonvoting under provisions stipulated in the Company Act.

Article 12: Resolutions at a shareholder meeting shall, unless otherwise provided for by the Company Act, be adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares.

Matters relating to the resolutions of a shareholder meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting, and a copy shall be distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be distributed in the form of a public announcement and in accordance with the provisions detailed in Article 183 of the Company Act.

The meeting minutes stated in the preceding Paragraph may be produced and distributed in electronic form.

According to the regulations of the competent authority, the shareholders of the Company may also exercise their voting rights by way of electronic transmission. A shareholder who exercises his/her/its voting power at a shareholder meeting through electronic transmission shall be deemed to have attended said shareholder meeting in person, and the relevant matters shall be handled in accordance with the law.

Chapter 4 Directors and Audit Committee

Article 13: The Company appoints seven to eleven directors, for a term of 3 years, who shall be elected by a shareholder meeting from among the persons with disposing capacity and may be reelected.

The Company shall appoint no fewer than three independent directors, and they shall not be less than one-fifth of the total number of directors.

The independent directors are elected through a candidate nomination system. The various provisions concerning the nomination system shall be handled in accordance with Article 192-1 of the Company Act. Matters concerning the professional qualifications of independent directors, shareholding, part-time restrictions, nomination and selection methods, and others shall be handled in accordance with relevant regulations of the competent securities authority.

The cumulative voting method shall be used for the election of directors at the Company. The number of votes exercisable for one share shall be the same as the number of directors to be elected, and the total number of votes per share may be consolidated for the election of one candidate or split for the election of two or more candidates. A candidate to whom the ballots cast represent a prevailing number of votes shall be deemed a director elect.

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The total shareholding ratio of all the directors shall be handled in accordance with regulations of the competent securities authority.

The directors are elected by shareholders from a list of director candidates through a candidate nomination system in accordance with the provisions stipulated in Article 192-1 of the Company Act.

Article 13-1: The Company establishes an Audit Committee, which shall be composed of the entire number of independent directors. It shall not be fewer than three persons, one of whom shall be the committee convener, and at least one of whom shall have accounting or financial expertise.

The Audit Committee is responsible for implementing the functions and powers of the supervisor as provided for in the Company Act, Securities and Exchange Act, and other laws. Matters concerning the number of Audit Committee members and others such as their term of office, authority, and procedural rules shall be specified separately in accordance with the organizational rules of the Audit Committee.

Article 14: The Board of Directors is formed by directors, who shall elect a Chairperson of the board from among them by a majority vote at a meeting attended by at least two-thirds of the directors. The Chairperson of the board represents the Company with all external audiences.

Article 14-1: Unless otherwise provided for in the Company Act or the Articles of Incorporation of the Company, the resolutions of the Board of Directors shall be adopted by a majority of the directors at a meeting attended by a majority. The Board of Directors shall obtain approval from at least two-thirds of the directors when exercising powers over the following matters:

(1) Proposals for amending the Articles of Incorporation.
(2) Except as provided in item 8 of the present Article, a contract with a term of more than 2 years or a price of over NT$100 million.
(3) Capital expenditures of material significance for which the price exceeds the amount set by the Board of Directors for nonapproved budget items; items with the same purpose may not be split for application or payment.
(4) Guarantees; endorsements; acceptances; commitments in the name of the Company; and other external advances, loans, and debts totaling more than NT$100 million (including).
(5) Establishment and closure of institution branches.
(6) Reinvestment and acquisition or merger of other businesses.
(7) Approval or proposal concerning the pawning, sale, lease, pledge, mortgage, or other means over the Company's whole or primary operations or property.

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(8) Contracts between the Company and its affiliates, related parties, directors, and their relatives, with transaction amounts exceeding NT$90 million.

(9) Proposals for the distribution of earnings or offsetting of deficits.

(10) Examination of the budget estimate and financial statements.

(11) Proposals for capital increases or decreases.

(12) Approval for the construction of plants or expansion plans.

(13) Appointment, dismissal, and remuneration of the CEO and general manager.

(14) Approval of the authorization procedures of the Chairperson, CEO, and general manager.

(15) Approval of the Company’s Articles of Incorporation.

(16) Proposals for other matters that must be resolved in a shareholder meeting in accordance with the law.

Article 14-2: (deleted)

Article 15: When the Chairperson is on leave or for any reason unable to exercise the powers of the Chairperson, matters concerning his/her proxy shall be handled in accordance with Article 208 of the Company Act.

Article 15-1: Each director shall attend the meeting of the Board of Directors in person. If a director for any reason is unable to attend the meeting, that director may be represented by another director. In case a director appoints another director to attend a meeting of the Board of Directors on his/her behalf, he/she shall, each time, issue a written proxy form and state therein the scope of authority with reference to the subjects to be discussed at the meeting.

A director may accept the appointment to act as the proxy referred to in the preceding Paragraph of one other director only.

In case a shareholder meeting proceeds over a visual communication network, the shareholders participating in such a meeting shall be deemed to have attended the meeting in person.

Each director shall be notified of the convening of a meeting of the Board of Directors of the Company no later than 7 days beforehand. In the case of an emergency, a meeting of the Board of Directors may be convened at any time. Directors may be notified about the convening of a board meeting through writing, e-mail, or fax.

A director who has a personal interest in the matter under discussion at a board meeting shall explain to the board meeting the essential contents of such personal interest.

Article 16: The Board of Directors shall determine the remuneration for all directors, taking into account the extent and value of the services provided for the management of the Company and the standards of the industry within the Republic of China and

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overseas. A remuneration different, but reasonable, from that of other directors may be set forth for the independent directors by the Company.

Article 16-1: The Company may purchase liability insurance for directors and key staff members.

Chapter 5 Manager

Article 17: (deleted)

Article 17-1: The Company may appoint several managers, and their appointment, dismissal, and remuneration shall be handled in accordance with Article 29 of the Company Act.

Chapter 6 Accounting

Article 18: The Company shall, at the end of each fiscal year, prepare the (1) business report, (2) financial statements, and (3) proposal for earnings distribution or offsetting of accumulated deficit through the Board of Directors, submit them at a shareholder meeting in accordance with the law, and request adoption.

Article 19: (deleted)

Article 20: If the Company’s income before tax for the current year has a balance after the deduction of the amount for compensating accumulated deficits and before the deduction of employee and director compensation, the Company shall allocate no less than 1% of the remaining income for employee compensation and no more than 5% for director compensation. In addition, no less than 0.5% shall be allocated for salary adjustments or compensation distributions for non-executive employees.

The aforementioned employee remuneration and non-executive employees remuneration may be distributed in the form of cash or stock. Individuals eligible for the distribution of employee compensation include employees of subsidiary companies who meet specific conditions. Director remuneration shall be distributed in cash only.

Decisions on the allocation percentage for employee, non-executive employees, and director compensation and whether employee compensation should be distributed in the form of shares or in cash shall be supported with a resolution adopted by a majority vote at a meeting of the Board of Directors attended by at least two-thirds of the total number of directors, and a report of such distribution shall be submitted to the shareholder meeting.

Article 20-1: When closing the account books at the end of a business year, if any profit exists, the Company shall first pay taxes, cover previous losses, and set aside 10% of the profit as the legal reserve, and then set aside or perform the reversal of special reserves in accordance with the law and regulations of the competent authority.

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If further surplus exists, then the Board of Directors may draft a distribution plan for the balance and the accumulated undistributed retained earnings from previous years and submit the plan to the shareholders for approval before distribution.

The Company should consider its present circumstances, stage of growth, and future operation development and expansion plans when distributing earnings as well as the Company’s future capital expenditure and capital requirements. When distributing dividends, at least 10% of the distributable earnings of the current period shall be set aside as shareholder dividend (including cash or stock), and the cash dividends shall not be less than 10% of the total dividends in principle.

Article 20-2: Where the Company, after becoming a publicly traded company, intends to cease its status thereof, it must obtain approval from the shareholders before submitting an application to the competent authority.

Chapter 7 Supplementary provisions

Article 21: Matters not covered by these Articles shall be handled in accordance with the provisions stipulated in the Company Act.

Article 22: The Articles of Incorporation were established on April 28, 2000.

1st Amendment on February 19, 2003.

2nd Amendment on June 28, 2005.

3rd Amendment on December 26, 2005.

4th Amendment on June 28, 2007.

5th Amendment on June 28, 2013.

6th Amendment on May 29, 2015.

7th Amendment on June 29, 2016.

8th Amendment on June 28, 2017.

9th Amendment on June 25, 2018.

10th Amendment on June 26, 2019.

11th Amendment on May 27, 2022.

12th Amendment on May 28, 2025.

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Appendix 3

PharmaEssentia Corporation

Rules and Procedures of Shareholder's Meeting

Article 1: Basis of adoption

The Procedural Rules for the Company's shareholder meetings, unless otherwise stipulated by law, shall be in effect.

Article 2: Preparation of documents such as the attendance book

The Company shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.

The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in.

The Company shall furnish attending shareholders with the meeting handbook, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors, preprinted ballots shall also be provided.

Shareholders shall attend shareholder meetings by presenting attendance cards, sign-in cards, or other certificates of attendance. The Company may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.

When the government or a legal person is a shareholder, they may be represented by more than one representative at a shareholder meeting. When a legal person is appointed to attend as proxy, it may designate only one representative to represent them in the meeting.

Article 2-1: Convening shareholder meetings and shareholder meeting notices

Unless otherwise stipulated by law or regulations, the Company's shareholder meetings shall be convened by the Board of Directors.

A notice to convene a regular shareholder meeting shall be given to each shareholder no later than 30 days prior to the scheduled meeting date, and in case that the Company intends to convene a special shareholder meeting, a meeting notice shall be given to each shareholder no less than 15 days prior to the scheduled meeting date. The Company shall prepare electronic versions of the shareholder meeting notice and proxy forms and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, and the election or dismissal of directors, and upload them to the Market Observation Post System (MOPS). The Company shall prepare electronic versions of the shareholder meeting


handbook and supplemental meeting materials and upload them to the MOPS 21 days before the date of a regular shareholder meeting or 15 days before the date of a special shareholder meeting. In addition, 15 days before the date of the shareholder meeting, the Company shall also have prepared the shareholder meeting handbook and supplemental meeting materials and made them available for reviews to shareholders at any time. The meeting handbook and supplemental materials shall also be displayed at the Company and the professional stock transfer agent designated thereby in addition to being distributed on-site at the meeting place.

The reasons for convening a shareholder meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.

The Company's shareholders' meeting can be held by means of visual communication network and shall be handled in accordance with the provisions stipulated in the Company Act and applicable laws and regulations.

Election or dismissal of directors, amendments to the Articles of Incorporation, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, Paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities and Exchange Act, or Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out in the notice of the reasons for convening the shareholder meeting. None of the above matters may be raised by an extraordinary motion.

A shareholder holding 1% or more of the total number of issued shares may submit to the Company a written proposal for discussion at a regular shareholder meeting. Such proposals, however, are limited to one item only, and no proposal containing more than one item will be included in the meeting agenda. In addition, when the circumstances of any subparagraph of Article 172-1, Paragraph 4 of the Company Act apply to a proposal presented by a shareholder, the Board of Directors may exclude it from the agenda.

Prior to the book closure date before a regular shareholder meeting is held, the Company shall publicly announce that it will receive shareholder proposals and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.

Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholder meeting and participate in the discussion of the proposal.

Prior to the date of issuance of a notice of a shareholder meeting, the Company shall inform the shareholders who submitted proposals of the proposal processing results and list in the meeting notice the proposals that conform to the provisions of this

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Article. At the shareholder meeting, the Board of Directors shall explain the reasons for the exclusion of any shareholder proposals not included in the agenda.

Article 2-2: Appointing proxies to attend shareholder meetings and authorization

A shareholder may appoint a proxy to attend a shareholder meeting on his/her/its behalf by executing the Company’s power of attorney, stating therein the scope of power authorized to the proxy.

A shareholder may only execute one power of attorney and appoint one proxy only and shall present such written proxy to the Company no later than 5 days prior to the scheduled date of the shareholder meeting. In case two or more written proxies are received from one shareholder, the first one received by the Company shall prevail, unless an explicit statement to revoke the previous proxy is made in the proxy that is presented later.

After the submission of the power of attorney of a proxy to the Company, in case the shareholder issuing said proxy intends to attend the shareholder meeting in person or to exercise his/her/its voting power in writing or through electronic transmission, a proxy rescission notice shall be filed with the Company 2 days prior to the date of the shareholder meeting; otherwise, the voting power exercised by the authorized proxy at the meeting shall prevail.

Article 3: Calculation of voting shares and recusal system

Attendance and voting at a shareholder meeting shall be calculated based on the number of shares. With respect to resolutions of shareholder meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.

When a shareholder is an interested party in relation to an agenda item and the likelihood exists that such a relationship would compromise the interests of the Company, that shareholder may not vote on that item and may not exercise voting rights as a proxy for any other shareholder.

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

With the exception of a trust enterprise or a stock agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed $3\%$ of the voting rights represented by the total number of issued shares. If this percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.

Article 4: Principles determining the time and place of a shareholder meeting

The venue for a shareholder meeting shall be the location of the Company or a place easily accessible to shareholders and suitable for a shareholder meeting. The meeting

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may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.

Article 5: The chair and nonvoting participants of a shareholder meeting

If a shareholder meeting is convened by the Board of Directors, then the meeting shall be chaired by the Chairperson of the board. When the Chairperson of the board is on leave or for any reason unable to exercise the powers of the Chairperson, the Deputy Chairperson shall act in place of the Chairperson; if there is no Deputy Chairperson or the Deputy Chairperson is also on leave or for any reason unable to exercise the powers of the Deputy Chairperson, the Chairperson shall appoint one of the managing directors to act as chair, or, if there are no managing directors, one of the directors shall be appointed to act as chair. Where the Chairperson does not appoint such a designation, the managing directors or the directors shall select one person from among themselves to serve as chair.

It is advisable that shareholder meetings convened by the Board of Directors be chaired by the Chairperson of the board in person and attended by a majority of the directors, at least one independent director in person, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes.

If a shareholder meeting is convened by a party with power to convene but other than the Board of Directors, then the convening party shall chair the meeting.

Article 6: Maintaining order at the meeting place

Attorneys, certified public accountants, or relevant persons appointed by the Company may attend a shareholder meeting. Staff handling the administrative affairs of a shareholder meeting shall wear identification cards or arm bands.

Article 7: Documentation of a shareholder meeting through audio or video

The shareholder meeting shall be audio or video recorded in its entirety, and the recordings shall be retained for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, then the recording shall be retained until the conclusion of the litigation.

Article 8: Call meeting to order

The chair shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent the majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements are made for a combined total of no more than 1 hour. If the quorum is not met after two postponements but those present represent one-third or more of the total number of issued shares, then tentative resolutions may be passed in accordance with Paragraph 1 of Article 175 of the Company Act.

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When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolutions for a vote by the shareholder meeting pursuant to Article 174 of the Company Act.

Article 9: Discussion of proposals

If a shareholder meeting is convened by the Board of Directors, the meeting agenda shall be set by the Board of Directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholder meeting.

The provisions of the preceding Paragraph apply mutatis mutandis to a shareholder meeting convened by a party with the power to convene that is not the Board of Directors.

The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extempore motions), except by a resolution of the shareholder meeting.

Shareholders may not elect a new chair in the original place of meeting or at another venue and continue the meeting after the meeting is adjourned; if the chair declares the meeting adjourned in violation of the procedural rules, then the other members of the Board of Directors shall promptly elect a new chair by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.

Article 10: Shareholder speech

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

A shareholder in attendance who has submitted a speaker’s slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker’s slip, the spoken content shall prevail.

When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained consent from the chair and the shareholder who has the floor; the chair shall stop any violations.

Article 11: Speech duration

Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes.

If the shareholder’s speech violates the preceding rules or exceeds the scope of the agenda item, then the chair may terminate the speech.

Article 12: Proxy attendance by legal person

When a legal person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.

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When a legal person shareholder appoints two or more representatives to attend a shareholder meeting, only one of the representatives so appointed may speak on the same proposal.

Article 13: Response

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

Article 14: Calling for vote

When the chair is of the opinion that a proposal has been discussed sufficiently to present it for voting, the chair may announce the discussion closed and call for a vote.

Article 15: Vote monitoring and counting personnel

Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company. The results of the vote shall be announced on-site at the meeting, and a record of the vote shall be made.

Article 16: Recess and resumption of a shareholder meeting

When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.

If the meeting venue is no longer available for continued use and not all of the items (including extempore motions) on the meeting agenda have been addressed, the shareholder meeting may adopt a resolution to resume the meeting at another venue. A resolution may be adopted at a shareholder meeting to defer or resume the meeting within 5 days in accordance with Article 182 of the Company Act.

Article 17: Voting on proposal

Except as otherwise provided in the Company Act and in the Company’s Articles of Incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders.

When voting, proposals in which the chair obtains no objection are deemed to have passed and shall have the same effect as voting.

Article 18: Voting order

When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.

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Article 19: Maintaining order

The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word “Proctor.” When a shareholder violates the procedural rules and defies the chair’s correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.

Article 20: Voting on proposals and methods of vote monitoring and counting

A shareholder shall be entitled to one vote for each share held, except when the shares are restricted to shares or deemed to be without voting power pursuant to Article 179, Paragraph 2 of the Company Act.

When the Company holds a shareholder meeting, it may allow the shareholders to exercise voting rights by correspondence or electronic means (in accordance with the proviso of Article 177-1 of the Company Act regarding companies that shall adopt electronic voting: When the Company holds a shareholder meeting, it shall exercise voting rights through electronic means or through correspondence). When voting rights are exercised through correspondence or electronic means, the method of exercise shall be specified in the shareholder meeting notice. A shareholder exercising voting rights through correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extempore motions and amendments to original proposals of that meeting; it is therefore advisable that the Company avoid the submission of extempore motions and amendments to original proposals.

A shareholder intending to exercise voting rights through correspondence or electronic means under the preceding Paragraph shall deliver a written declaration of intent to the Company 2 days before the date of the shareholder meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.

After a shareholder has exercised voting rights through correspondence or electronic means, in the event the shareholder intends to attend the shareholder meeting in person, a written declaration of intent to retract the voting rights already exercised under the preceding Paragraph shall be made known to the Company 2 days before the date of the shareholder meeting through the same means by which the voting rights were exercised. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholder meeting, the voting rights exercised by the proxy in the meeting shall prevail.

Unless otherwise stipulated by the Company Act and by the Company’s Articles of Incorporation, the passage of a proposal shall require an affirmative vote of a majority

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of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the meeting concludes, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.

Vote monitoring and counting personnel for voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company.

Vote counting shall be conducted in public at the place of the shareholder meeting. Immediately after vote counting has been completed, the results of the vote shall be announced on-site at the meeting, and a record of the vote shall be made.

Article 21: Election matters

The election of directors at a shareholder meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately.

The ballots for the election referred to in the preceding Paragraph shall be sealed with the signatures of the monitoring personnel and retained in proper custody for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, then the ballots shall be retained until the conclusion of the litigation.

Article 22: Meeting minutes and signature matters

Matters relating to the resolutions of a shareholder meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days of the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.

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

The meeting minutes shall accurately record the year, month, day, and the place of the meeting, the chair’s full name, the methods by which resolutions were adopted, and a summary of the deliberations and their results and shall be retained for the duration of the existence of the Company.

Article 23: Public disclosure

On the day of a shareholder meeting, the Company shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies and shall make an express disclosure of the same at the place of the shareholder meeting.

If matters put to a resolution at a shareholder meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation or

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the Taipei Exchange regulations, the Company shall upload the content of such resolution to the MOPS within the prescribed period.

Article 24: These Rules, and any amendments hereto, shall be implemented after adoption by shareholder meetings.

The Procedural Rules for Shareholder Meetings were established on February 19, 2003.

1st Amendment on June 28, 2013.

2nd Amendment on May 29, 2015.

3rd Amendment on June 25, 2018.

4th Amendment on August 5, 2021.

5th Amendment on May 27, 2022.

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