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PG Annual Report 2025

Apr 24, 2026

52582_rns_2026-04-24_e7a58abb-be85-4dd7-a69c-fa877d0c2c97.pdf

Annual Report

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Stock Code: 6550

==> picture [145 x 39] intentionally omitted <==

Polaris Group 2026

Annual Report

Notice to readers

This English translation is provided for reference only. In case of any discrepancies, the original Chinese version shall prevail.

Printed on April 17, 2026 Information website: http://mops.twse.com.tw

I. Company Spokesperson: Spokesperson : LuLu Shen Title : Accounting Officer Telephone : (886)2-2656-2727 Email : [email protected] Deputy Spokesperson : Elaine Chen Title : IR/PR Telephone : (886)2-2656-2727 Email : [email protected]

  • II. Addresses and Telephone Numbers of Headquarters, Branch and Plant:

  • Headquarters Name : Polaris Group Address : P.O. Box 309, Ugland House,Grand Cayman, KY1-1104, Cayman Islands Telephone : (886) 2-2656-2727

  • Head Office and Subsidiaries

    • Name : Polaris Group-Taipei Office

    • Address : Rm., 7F., No. 298, Ruiguang Rd., Neihu Dist., Taipei City 11491, Taiwan Telephone : (886) 2-2656-2727 Name : Polaris Pharmaceuticals, Inc. Address : 10675 Sorrento Valley Road, Suite 200, San Diego, CA92121, USA Telephone : (1) 858-452-6688 Name : DesigneRx Europe Limited Address : 90 High Holborn, London, WC1V 6XX Telephone : — Name : Polaris Pharmaceuticals Australia Pty Ltd Address : 58 Gipps Street, Collingwood VIC3066, Australia Telephone : — Name : Polaris Pharmaceuticals Ireland Limited Address : 88 Harcourt Street, Dublin 2, Ireland Telephone : — Name : Polaris Pharmaceuticals (Taiwan), Inc. Addres : Rm., 7F., No. 298, Ruiguang Rd., Neihu Dist., Taipei City 11491, Taiwan Telephone : (886) 2-2656-2727 Name : DesigneRx Pharmaceuticals, Inc Address : 4941 Allison Parkway, Suite B, Vacaville, CA95688, USA Telephone : (1) 707-451-0441 Name : TDW HK Limited Address : 6/F Alexandra HSE 18 Chater Road, Central, Hong Kong Telephone : (886) 2-2656-2727 Name : DesigneRx Pharmaceuticals (Chengdu) Inc. Address : No. 198, Tiansheng Road, High-tech West District, Chengdu, China Telephone : (86) 28-8795-7676 Name : Lin Yang Biopharma, Ltd. Address : The Grand Pavilion Commercial Centre, Oleander Way, 802 West Bay Road, P.O. Box 32052, Grand Cayman, KY1-1208, Cayman Islands

    • Telephone : — Name : Genovior Biotech Corporation Address : 4 F., No. 50-8, Keyan Rd., Zhunan Township, Miaoli County 350401, Taiwan Telephone : (886) 37-580280 Name : Nanotein Technologies, Inc. Address : 2950 SAN PABLO AVE BERKELEY, CA 94702, USA Telephone : (1) 866 828-2355 Name : Northern Biopharmaceutical Co., Ltd. (Fujian) Address : Room 204, No. 255, Jiaojie, Jieshan Village, Jieshan Town, Quangang District, Quanzhou City, Fujian Province, China

    • Telephone : —

III. Name, Address, Website, and Contact Number of the Stock Agency: Name : China Trust Commercial Bank Agency Website : www.ctbcbank.com Department Address : 5th Floor, No. 83, Section 1, Telephone : (886) 2- 6636-5566 Chongqing South Road, Taipei City IV. Names of CPAs and the Name, Address, Website, and Contact Number of the Accounting Firm for the Latest Name of CPAs : Jasmine Liao and Alan Chien Name of Accounting : PwC Taiwan Website : www.pwc.tw Firm Address : 27F., No. 333, Sec. 1, Telephone : (886)2-2729-6666 Keelung Rd., Xinyi Dist., Taipei City

  • V. Name of Exchange for Trading in Overseas Listed Securities and Information Inquiry for the Securities: Not applicable.

VI. Company Website: https://polarispharma.com/

VII. The list of board of directors and independent directors registered in Taiwan should add their nationality and

main experience:

VIII. Title Name Nationality Experience
Director Chen,Shyan-Tser R.O.C •Department ofChemistry,National TsingHuaUniversity
Director Digital Capital
Inc.
Representative:
Brittany Way
Samoa •MBA and MS in Information Management, Boston
University
•CEO of Beautiful Card Corp.
Director Mai Investment
Co.,Ltd
Representative: :
KC Tsai
Cayman
Islands
•Master of Economics, Soochow University
•Founder and CEO of Cocoweb.com
•Vice President, Capital Markets Department of Billion
Securities Co., Ltd.
•Chairman, Champion Microelectronic Corporation
•Independent Director, Holy Stone Healthcare Co., Ltd.
•Independent Director, Sonix Technology Co., Ltd.
•Independent Director, Double Bond Chemical Ind., Co.,
Ltd.
Director Howard Chen R.O.C •Master of Electrical Engineering, National Tsing Hua
University
•Taiwan Semiconductor Manufacturing Co. , Ltd.
•TaixinSemiconductorCo.,Ltd.
Independent
Director
Way, Tzong-Der R.O.C •PhD of Institute of Biochemical Sciences, National Taiwan
University
Independent
Director
Chao, Ying-Chen R.O.C •Master, Chemical Engineering, National Taiwan
University
•EMBA, Sun Yat-Sen University
•Factory Director, Plant VI, Taiwan Semiconductor
Manufacturing Company
•GMin Mainland China, Taiwan Semiconductor
Manufacturing Company
•General Manager of TSMC Solar Ltd.
Independent
Director
Wen, Kuo-Lan R.O.C •Ph.D., Old Dominion University/Eastern Virginia Medical
School, US
•Bachelor of Chemistry, NTU
•General Manager/Co-founder of MYCENAX Biotech Inc.
Independent
Director
Tsang, Kwok-
Wah
R.O.C •EMBA, College of Management, NYCU
•Rui Jie C.P.A. Firm, Partner
•GPM, Independent Director
•Sigurd MicroelectronicsCorp.,Independent Director
The name, title, contact number and email address of litigation and non-litigation agents in Taiwan
Name
:
Samuel Chen
Title
:
Chairman
Telephone
:
(886)2-2656-2727
Email
:
[email protected]

Polaris Group Annual Report Table of Contents

Section I. Letter to Shareholders ................................................................................................. 3 Section II. Company Overview 1. Date of Incorporation and Group Overview .................................................................... 8 2. Group Structure ................................................................................................................ 8 3. Risk Factors ...................................................................................................................... 8 Section III. Corporate Governance Report 1. Directors, Supervisors, President, Vice Presidents, Assistant Vice Presidents, Department and Branch Heads .............................................................................................................. 9 2. Compensation Paid to Directors, Supervisors, President and Vice Presidents in the Most Recent Fiscal Year ..................................................................................................... 17 3. Corporate Governance Operations ................................................................................. 25 4. Auditor Fee Information ................................................................................................. 63 5. Change of Auditor Information ...................................................................................... 63 6. Directors, President, and Managers Responsible for Financial or Accounting Affairs Who Have Served at the Certified Public Accountant's Firm or Its Affiliated Enterprises Within the Past Year ............................................................................... 63 7. Changes in Share Transfers and Share Pledges by Directors, Supervisors, Managers, and Shareholders Holding More Than 10% of Shares in the Most Recent Year and Up to the Annual Report Print Date .......................................................................... 64 8. Information on Relationships Between the Top 10 Shareholders and Whether They Are Related Parties, Spouses, or Relatives Within the Second Degree ..................... 66 9. Combined Shareholding Ratio in the Same Investee by the Company, Its Directors, Supervisors, Managers, and Directly or Indirectly Controlled Enterprises .............. 67 Section IV. Capital Raising 1. Capital and Shares .......................................................................................................... 68 2. Corporate Bonds............................................................................................................. 76 3. Preferred Shares ............................................................................................................. 76 4. Global Depositary Receipts (GDR) ............................................................................. 76 5. Employee Stock Options (ESO) ..................................................................................... 77 6. Restricted Stock Units (RSU) ........................................................................................ 81 7. New Shares Issued for Mergers or Acquisitions ............................................................ 81 8. Status of Use of Proceeds ............................................................................................... 81

Section V. Business Operations

  1. Business Description ...................................................................................................... 85 2. Market and Sales Overview ........................................................................................... 96 3. Employee Information ................................................................................................. 100 4. Environmental Expenditure Information ..................................................................... 100 5. Labor Relations ............................................................................................................ 100 6. Information Security Management .................................................................................101 7. Material Contracts .........................................................................................................102 Section VI. Financial Review, Risk Management and Analysis 1. Financial Condition ...................................................................................................... 104 2. Financial Performance ................................................................................................. 105 3. Cash Flow ..................................................................................................................... 105 4. Impact of Major Capital Expenditures on Financial and Business Operations in the Most Recent Year .............................................................................................................. 106 5. Equity Investment Policy, Main Reasons for Profits or Losses, Improvement Plans, and Investment Plans for the Coming Year ............................................................... 107 6. Risk Factor Assessment and Management ................................................................... 108 7. Other Important Matters ............................................................................................... 113 Section VII. Special Disclosures 1. Affiliated Company Information .................................................................................... 114 2. Status of Private Placement of Securities in the Most Recent Year and Up to the Annual Report Print Date ........................................................................................ 118 3. Other Necessary Supplementary Disclosures ................................................................ 121 4. Explanation of Material Differences Between the Company's Articles of Incorporation and the Shareholder Rights Protection Requirements of the ROC ........................... 121 5. Material Events Affecting Shareholders' Rights or Securities Prices Under Article 36, Paragraph 3, Subparagraph 2 of the Securities and Exchange Act in the Most Recent Year and Up to the Annual Report Print Date ............................................. 131

Section I. Letter to Shareholders

Dear Shareholders,

We sincerely appreciate your continued trust and support. Looking back at 2025, Polaris Group actively deepened its product pipeline — making progress not only in novel drug development but also establishing an integrated platform across polypeptides, active pharmaceutical ingredients (APIs), and contract development and manufacturing (CDMO) services. The Company is currently pursuing commercialization transformation and deploying targeted resources to meet the regulatory standards required for BLA facility inspection. Through improved operational efficiency and capacity optimization, we are advancing toward our goal of becoming a profitability-driven biopharmaceutical leader.

Looking ahead, to strengthen our financial structure and operational synergies, the Group will rigorously review all expenditures and reallocate resources to the highest-value initiatives — in particular, accelerating the clinical development and post-approval advancement of ADI-PEG 20 across multiple indications. In addition, through flexible market strategies, we will continue to expand the global footprint of our polypeptide and other existing products. By means of pragmatic resource integration, we aim to comprehensively enhance the Company's international competitiveness.

The following is a report on our R&D and clinical progress and achievements in 2025.

  • I. 2025 Operating Results

  • (1) 2025 Annual Business Plan Implementation

  • 1.ADI-PEG 20 Clinical Trials

Ongoing clinical trials are listed in the table below:

Cancer Type Stage Lead Cancer Center Intervention/Treatment
Soft Tissue Sarcoma Phase III University of
Washington
ADI-PEG 20
+ Gemcitabine
+ Docetaxel
Cerebral cancer Phase II/III Linkou Chang Gung
Memorial Hospital
Taiwan/Global
Coalition for adaptive
Research
ADI-PEG 20
+Temozolomide
+Radiotherapy
Hepatic cell
Carcinoma (Note 1)
Phase II/III
(Note)
Linkou Chang Gung
Memorial Hospital,
Taiwan
Monotherapy
Acute Myeloid
Leukemia
Phase I MD Anderson Cancer
Center Houston,
Texas, United States
ADI-PEG 20
+ Venetoclax
+ Azacitidine
NASH (Note 1) Phase II Linkou Chang Gung
Memorial Hospital,
Taiwan
Monotherapy

3

Note: Clinical trials for drug registration and approval. Note 1: Enrollment for this clinical trial was closed on January 30, 2026.

2.CDMO Contract Development and Manufacturing Services

CDMO services were the primary revenue source for our subsidiary Linyuan Biotech prior to the acquisition. By maintaining stable operations in existing contract manufacturing, and aligning with the Company's global expansion strategy, this business will support the overall commercialization transformation of the Group.

(2) Budget Execution

In 2025, the Company set only internal budget targets and did not publicly disclose financial forecasts. Overall budget performance was largely within the parameters set by the Company.

(3) Financial Revenue, Expenditure, and Profitability Analysis

Revenue in 2025 decreased compared to the prior year, while cost of revenue increased. Current revenue and cost composition is primarily derived from Linyuan Biotech's CDMO contract development and manufacturing business. In 2025, shipments of major products were temporarily delayed due to customer facility inspection requirements, affecting short-term revenue performance. Simultaneously, to optimize long-term capacity planning, the Company actively invested in facility construction, equipment procurement, and professional talent recruitment; related initial setup and operating costs are reflected in this year's cost of revenue.

Operating expenses increased by 2% compared to 2024, primarily due to the Group's active investment in GLP-1 R&D and increased costs related to drug approval applications. Non-operating income decreased mainly because the Company assessed impairment losses on the Chengdu facility due to the impact of China's real estate market conditions, and interest income declined due to lower cash balances.

Unit: NTD thousands

Items The year Domestic Difference %
Operating Income 40,602 ~~l~~
107,000
(66,398) -62.05
Operating costs (310,926) (183,923) (126,373) 68.71
Operating gross profit (270,324) (76,923) (193,401) -251.42
Operating expenses (2,608,272) (2,557,96 (50,310) -1.97
Operating profit or (2,878,596) (2,634,88 (243,711) -9.25
Non-operating
(1,066,108) 89,342 (1,155,450) -12932.89
~~i~~
Net profit or loss
(3,944,704) (2,545,54 (1,399,161) -54.97

(4) Research and Development Status

Please refer to the 2025 Annual Business Plan Implementation results described

4

above.

II. 2025 Annual Business Plan Overview

  • (1) Business Strategy

  • On June 9, 2025, the Company submitted the final portion of the Biologics License Application (BLA) for malignant pleural mesothelioma to the U.S. FDA. In August of the same year, the Company received notification that the application was deemed sufficiently complete to enter substantive review.

  • Strategically focus on existing clinical trials to obtain global drug approvals as quickly as possible, benefiting cancer patients worldwide.

  • Integrate the expertise of Polaris Group and Linyuan Biotech to expand the product line, including peptide-related APIs and difficult-to-formulate generic drugs, to better meet the diverse needs of patients.

  • Seek strategic alliance partners to collaborate through co-development or regional licensing arrangements, enriching operating capital and sharing development risk.

  • (2) Expected Sales Volume and Basis, and Key Production and Sales Policies

The Company's proprietary R&D products remain in the clinical trial stage and have not yet been commercialized. The primary revenue source is currently CDMO contract services. Management annually proposes overall corporate objectives and strategies, after which R&D, manufacturing, and clinical teams in the U.S. and Taiwan submit individual R&D and contract manufacturing project plans. Execution of R&D/CDMO plans is determined after feasibility, market scale, and financial assessment.

III. Future Development Strategy

  • (1) Drug Approval and Clinical Trials

ADI-PEG 20 is a broad-spectrum innovative biologic. Due to its differentiated mechanism of action, favorable efficacy, and mild side effect profile, it is also wellsuited for combination use with other oncology drugs. Since 2013, the Group has initiated a series of mono- and combination-therapy clinical trials at leading cancer centers in Europe, the Americas, and Asia. Ongoing clinical trials for ADI-PEG 20 are as follows:

1. Soft Tissue Sarcoma

This Phase III clinical trial was approved by the U.S. FDA in January 2023 to evaluate ADI-PEG 20 in combination with Gemcitabine and Docetaxel in patients with leiomyosarcoma. The trial is a randomized, double-blind, multinational, multi-center design with a planned enrollment of 300 patients. The primary endpoint is Progression-Free Survival (PFS), and the secondary endpoint is Overall Survival (OS).

2. Cerebral cancer

This clinical trial evaluates ADI-PEG 20 in combination with radiotherapy and Temozolomide in patients with glioblastoma multiforme (GBM). Originally a Phase I trial, after completing enrollment and confirming good tolerability and safety of ADI-PEG 20 combined with standard of care (including radiotherapy), the trial was expanded to a Phase II design with a placebo-controlled,

5

randomized, double-blind protocol with competitive multi-national, multicenter enrollment. Global planned enrollment is 100 patients. The primary endpoint is Overall Survival; investigators will also observe Progression-Free Survival (PFS). The trial is led by Linkou Chang Gung Memorial Hospital, and as of August 2025, the Phase II GBM trial completed enrollment of the 100th patient and is currently in the treatment and follow-up phase.

The Company has also joined the GBM AGILE platform. GBM AGILE is an innovative adaptive clinical trial platform approved by the U.S. FDA, capable of simultaneously evaluating multiple novel drugs for brain cancer within the same trial framework while sharing control-group patient resources, thereby improving trial efficiency and shortening development timelines. The platform has partnered with numerous prominent global medical institutions, offering the advantage of rapid enrollment.

In August 2023, the ADI-PEG 20 treatment arm in the GBM AGILE trial was officially launched, recruiting newly diagnosed and recurrent GBM patients, with a total target enrollment of approximately 300. The co-principal investigators for the ADI-PEG 20 arm are Dr. Nicholas Blondin, Assistant Professor of Clinical Neurology at Yale School of Medicine, and Dr. Macarena de la Fuente, Associate Professor of Neuro-Oncology and Director of NeuroOncology at the Sylvester Comprehensive Cancer Center, University of Miami.

3. Acute Myeloid Leukemia (AML)

This is a Phase I clinical trial evaluating ADI-PEG 20 in combination with Venetoclax and Azacitidine in patients with acute myeloid leukemia, with MD Anderson Cancer Center as the lead institution. In addition to assessing the safety and tolerability of this combination, the trial aims to further explore the Recommended Phase 2 Dose (RP2D). The trial plans to enroll 60 patients.

(2) CDMO — Biopharmaceutical Contract Development and Manufacturing

DRX USA, the Group's subsidiary located in Northern California, not only manufactures ADI-PEG 20 but also possesses highly refined technology in E. colibased bioproduction. Since officially commencing CDMO services in November 2019, the business has received strong market reception and is set to become an important segment for the Group. The Company's strategy is to use DRX USA as the lead facility for securing contracts from Europe and the Americas, DRX Chengdu for China-based orders, and the Linyuan facility in Taiwan for other Asian orders interconnecting Taiwan's upstream and downstream industries to provide global CDMO services.

(3) Polypeptide Product Development and Process Optimization

Polaris will strengthen Linyuan Biotech's R&D and innovation in the polypeptide product line, with particular focus on developing multiple polypeptide products while simultaneously optimizing processes to improve production efficiency and product quality. The following are the key plans for Linyuan Biotech in polypeptide product development and process optimization:

Semaglutide

Semaglutide is a drug used to treat diabetes, classified as a GLP-1 (glucagon-like peptide-1) receptor agonist hormone. GLP-1 is an analog of insulin-stimulating hormones that promotes insulin secretion and lowers blood glucose levels. Additionally, Semaglutide is used for weight management in obesity, as it reduces appetite and aids in weight loss. With the originator

6

company's ongoing clinical trials, Semaglutide's indications are expected to continue expanding, including kidney disease in diabetic patients. The Company is committed to further optimizing Semaglutide products, including development of API, injectable, and oral generic drug formulations.

On the business development front, the Company is currently focused on expanding into emerging markets. Given Semaglutide's market potential, the Company plans to enter major emerging markets through joint ventures, codevelopment agreements, or technology transfer arrangements.

Through these efforts, the Company hopes to expand its influence in the biopharmaceutical sector, laying a solid foundation for future growth — a reflection of its commitment to the pharmaceutical technology field to provide more advanced and effective treatment solutions while pursuing excellence in quality and market competitiveness.

IV. Impact of External Competitive, Regulatory, and Macroeconomic Environments

The Company is committed to the fully vertically integrated development of novel cancer drugs and possesses comprehensive R&D capabilities. Due to its unique mechanism of action, ADI-PEG 20 has demonstrated efficacy and safety in multiple cancer trials. Its applicability across diverse treatment combinations is expected to give it strong competitive advantages in the future market. The Company anticipates that ADIPEG 20 will face limited competition from comparable drugs in the near term following regulatory approval.

On the regulatory front, the Company has domain experts with deep knowledge of drug regulatory systems across various countries and continuously monitors the latest regulatory developments to ensure a stable operating environment. Management has extensive experience in novel drug development and company operations, and remains vigilant in collecting and analyzing market information to ensure the Company can respond promptly to environmental changes, reduce risks, and maintain strong competitive advantages.

We will uphold a spirit of professionalism and humility as we strive to achieve excellence in cancer treatment, creating maximum value for all stakeholders.

Chairman: CEO: Accounting Officer: Chen, Shyan Tser Chen, Shyan Tser Shen, yi-chieh

==> picture [37 x 38] intentionally omitted <==

7

Section II. Company Overview

I. Date of Establishment and Group Profile

Polaris Group (hereinafter referred to as the “Company” or “Polaris”) was incorporated in the British Cayman Islands on February 9, 2006 with a par value of NT$10 per share. The Company and its subsidiaries include Polaris Pharmaceuticals, Inc., Polaris Group Korea Limited, DesigneRx Europe Limited, Polaris Pharmaceuticals Australia Pty Ltd, Polaris Pharmaceuticals Ireland Limited, Polaris Pharmaceuticals (Taiwan), Inc., DesigneRx Pharmaceuticals, Inc., TDW HK Limited, DesigneRx Pharmaceuticals (Shanghai) Inc., DesigneRx Pharmaceuticals (Chengdu) Inc., Polaris Biopharmaceuticals, Inc. and Nanotein Technologies, Inc., collectively referred to as the “Group”. The Group’s principal business activities are the manufacturing and sale of new drugs, biotechnology services, commissioned development and production related services and drug testing. The Group’s core research is the novel cancer target drug ADI-PEG 20, which is currently undergoing human clinical trials for various cancers worldwide.

II. Group Structure

Please refer to VII of this Annual Report under “Special Notes”.

III. Risks

Please refer to VI “Review and Analysis of Financial Condition and Financial Performance and Risks” in this Annual Report for details of the general economic and political and economic environment in the countries of incorporation and the main operating countries, foreign exchange control, rent and taxation and related laws and regulations, recognition of the validity of civil verdicts by the courts in the ROC, and other risks

8

Section III. Corporate Governance Report

1. Directors, Supervisors, President, Vice Presidents, Assistant Vice Presidents, Department and Branch Heads

(1) Director and Supervisor Information (The Company has not established a Board of Supervisors)

  1. Name, Gender, Age, Nationality or Place of Registration, Education and Experience, Shares Held and Nature

As of March 17, 2026

Title Nationality
or place of
incorporation
Name Gender
Age
Election
(appointment)
Date
Term Initial Election
when elected
Shareholdings Now Shareholdings Now Hold Number of shares Hold Number of shares Spouse, minor children now
Shareholdings
Spouse, minor children now
Shareholdings
Shareholdings in the name of
others
Shareholdings in the name of
others
Experiences Currently holds
positions in the
Company and other
companies
Other supervisors or directors
with a spouse or relationship
within the second degree
Other supervisors or directors
with a spouse or relationship
within the second degree
Other supervisors or directors
with a spouse or relationship
within the second degree
Note
Number of shares Shareholding
%
Number of
shares
Shareholding
%
Number of
shares
Shareholding
%
Number of
shares
Shareholding
%
Title Name Relation
Chairman
(Note1)
Taiwan Chen, Shyan-
Tser
Male
76 years
old
2023.06.12 3 2020.02.25 4,950,000 0.67 4,950,000 0. 58 3,802,000 0.442 •Department of
Chemistry,
National Tsing
Hua Universit


Director of PPI,
DRX USA,
Nanotein, LYB,
Genovior Biotech
Representative of
Corporate Director,
Acepodia
Biotechnologies,
Ltd.
Director of Sonix
Technology Co.,
Ltd.
None None None None
Director Taiwan Chen, Hung-
Wen
Male
65 years
old
2023.06.12 3 2014.11.24 34,700 0.00 4,368,033 0.51 •Master, Institute
of Electrical
Engineering,
National Tsing
Hua University
•Taiwan
Semiconductor
Manufacturing
Co., Ltd.
•Taixin
Semiconductor
Co., Ltd.









Director of LYB and
Genovior Biotech
Chairman of the
Board of Gemtek
Technology Co.,
Ltd.
Chairman of the
Board of Browan
Communications
Incorporation
Chairman of the
Board of Speedlink
Communications
Co., Ltd.
Director of G-
Technology
Investment Co., Ltd
Director of Witek
Investment
Investment Co., Ltd.
Director of Ampak
International
Holding Ltd.
Director of Primax
Communication(B.
V.I.)Inc.
Director of
Billionaire
Microelectronics
Co.,Ltd.- -


Nne
None None None
Director
(Note2)
Samoa Digital Capital
Inc.
2023.06.12 3 2020.02.25 290,000,000 37.641 376,086,333 43.74 •—

None None None None

9

Title Nationality
or place of
incorporation
Name Gender
Age
Election
(appointment)
Date
Term Initial Election
when elected
Shareholdings Now Shareholdings Now Hold Number of shares Hold Number of shares Spouse, minor children now
Shareholdings
Spouse, minor children now
Shareholdings
Shareholdings in the name of
others
Shareholdings in the name of
others
Experiences Currently holds
positions in the
Company and other
companies
Other supervisors or directors
with a spouse or relationship
within the second degree
Other supervisors or directors
with a spouse or relationship
within the second degree
Other supervisors or directors
with a spouse or relationship
within the second degree
Note
Number of shares Shareholding
%
Number of
shares
Shareholding
%
Number of
shares
Shareholding
%
Number of
shares
Shareholding
%
Title Name Relation
Taiwan Representative:
Brittany Way
Female
49 years
old
2025.12.15 Note 2 2025.12.15 •MBA and MS in
Information
Management,
Boston University
CEO of Beautiful
Card Corp.
Representative of
Corporate Director,
Acepodia
None None None None
Director
(Note3)
Cayman
Islands
Mai Investment
Co., Ltd
2023.06.12 3 2023.06.12 40,527,138 5.45 40,527,138 4.71 None
None None None
Taiwan Representative:
Tsai, Kao-
Chung
Male
65 years
old
2023.06.12 Note 3 2025.03.13 Vice Chairman of
Hung Kuan
Electronic Industry
Co., Ltd.
Representative of
Corporate Director,
Acepodia
Vice President,
Capital Markets
Department of
Billion Securities
Co., Ltd.
Chairman,
Champion
Microelectronic
Corporation
Independent
Director, Holy Stone
Healthcare Co., Ltd.
Independent
Director, Sonix
Technology Co.,
Ltd.
Independent
Director, Double
Bond Chemical
Ind., Co., Ltd.
Director, AcadeMab
Biomedical Inc.
Independent
Director
Taiwan Way, Tzong Der Male
54 years
old
2023.06.12 3 2020.02.25 Ph.D. in Chemistry
and Molecular
Biology, National
Taiwan University
Professor and Dean
of the Department
of Biotechnology,
Academy of
Technology,
Pharmacy and Food
Science, China
Medical University
Independnt Director,
HeXun Biosciences
Co.,Ltd.

None
None None None
Independent
Director
Taiwan Chao, Ying-
Chen
Male
66 years
old
2023.06.12 3 2021.08.23 •Master of
Chemical
Engineering,
National Taiwan
University
•EMBA, Sun Yat-
Sen University
•Factory Director,
Plant VI, Taiwan
Semiconductor
Manufacturing
Company
•President of
TSMC Mainland
China
•General Manager
of TSMC Solar
Ltd.
Consultant of Board
of Directors
Cheng Yi
Investment
Company Chairman
of the Board
None None None None
Independent
Director
Taiwan Wen, Kuo-Lan Female
60years
2024.5.3 3 2024.5.3 •Ph.D., Old
Dominion
COO/CSO of
Genome Frontier
None None None None

10

Title Nationality
or place of
incorporation
Name Gender
Age
Election
(appointment)
Date
Term Initial Election
when elected
Shareholdings Now Shareholdings Now Hold Number of shares Hold Number of shares Spouse, minor children now
Shareholdings
Spouse, minor children now
Shareholdings
Shareholdings in the name of
others
Shareholdings in the name of
others
Experiences Currently holds
positions in the
Company and other
companies
Other supervisors or directors
with a spouse or relationship
within the second degree
Other supervisors or directors
with a spouse or relationship
within the second degree
Other supervisors or directors
with a spouse or relationship
within the second degree
Note
Number of shares Shareholding
%
Number of
shares
Shareholding
%
Number of
shares
Shareholding
%
Number of
shares
Shareholding
%
Title Name Relation
old University/Eastern
Virginia Medical
School, US
•Bachelor of
Chemistry, NTU
•General
Manager/Co-
founder of
MYCENAX
Biotech Inc.
Therapeutics TW
Co., Ltd.
Independent
Director, PROTECT
ANIMAL HEALTH
INC
Independent
Director
Taiwan Tsang, Kwok-
Wah
Male
65 years
old
2025.07.01 Note 4 2025.07.01 •B.A. in
Accounting,
NCCU
•EMBA,NYCU

EPartner CPA,
Sunwise CPAs Firm
None None None None

Note 1: Chen, Shyan-Tser was re-elected as Chairman on December 15, 2025.

  • Note 2: The original representative of institutional director Digital Capital Inc. was Hsu, Jaan-Pyng. Digital Capital Inc. changed its representative to Brittany Way on December 15, 2025, effective the same day, with term expiring June 11, 2026.

  • Note 3: The original representative of institutional director Mai Investment Co., Ltd. was Lin Wei-Yuan. Digital Capital Inc. changed its representative to Tsai, Kao-Chung, on March 13, 2025, effective March 13, 2025, with term expiring June 11, 2026.

  • Note 4: Independent Director Tsang, Kwok-Wah assumed office following a by-election of independent directors at the first extraordinary shareholders' meeting of fiscal year 2025, effective July 1, 2025, with term expiring June 11, 2026.

11

2. Major Shareholders of Institutional Shareholders

As of March 17, 2026

As of March 17,202
InstitutionalShareholderName MajorShareholders of InstitutionalShareholders
Digital Capital Inc. Chen, Shyan Tser 25%Chen Chang, Fang Hsin 25%
Chen,Yi Ting25%Chen,Yi Chun 25%
Mai Investment Co.,Ltd. Digital Mobile Venture Ltd. 100%
  1. Major Shareholders of Institutional Shareholders That Are Themselves Entities:
Entity Name Major Shareholders of the Entity
Digital Mobile Venture Ltd. 100% Chen, Shyan Tser 25%Chen Chang, Fang Hsin 25%
Chen,Yi Ting25%Chen,Yi Chun 25%

4. Professional Knowledge and Independence of Directors

  • (1) Disclosure of Directors' Professional Qualifications and Independent Directors' Independence
Conditions
Name
Professional Qualifications and Experience Independence Status No. of
Concurrent
Independent
Director
Positions)
Chen, Shyan Tser 1. Experience in business or corporate
business. For professional qualifications
and experience, please refer to the main
qualifications of directors and
supervisors on pages 8~10.
1. None of the circumstances described in
Article 30 of the CompanyAct
Non-independent director. 0
Chen, Hung-Wen 1. Experience in business or corporate
business. For professional qualifications
and experience, please refer to the main
qualifications of directors and
supervisors on pages 8~10.
2. None of the circumstances described in
Article 30 of the CompanyAct

Non-independent director.
0
Tsai, Kao-Chung 1. Experience in business or corporate
business. For professional qualifications
and experience, please refer to the main
qualifications of directors and
supervisors on pages 8~10.
2. None of the circumstances described in
Article 30 ofthe CompanyAct
Non-independent director. 0
Brittany Way 1. Experience in business or corporate
business. For professional qualifications
and experience, please refer to the main
qualifications of directors and
supervisors on pages 8~10.
2. None of the circumstances described in
Article 30 of the CompanyAct

Non-independent director.
0

12

Conditions
Name
Professional Qualifications and Experience Independence Status No. of
Concurrent
Independent
Director
Positions)
Way, Tzong Der 1. Member of the Audit Committee who is
at least a lecturer from a public or
private college or university with a
degree in business, law, finance,
accounting or a related discipline
required for corporate business. For
professional qualifications and
experience, please refer to the main
qualifications of directors and
supervisors on pages 8~10.
2. None of the circumstances described in
Article 30 of the Company Act
1. No relative within the scope of the
Company or its affiliates is a director,
supervisor or employee of the
Company or its affiliates.
2. None of the Company's shares are
held by the individual, his/her spouse,
or a relative within the second degree
of consanguinity (or in the name of
another person).
3. Not a director, supervisor, or
employee of the company with which
the Company has a specific
relationship.
4. No remuneration for business, legal,
financial, or accounting services
provided by the Company or its
affiliates in the last two years.
1
Chao, Ying-Chen 1. Audit Committee Members with
experience in business or corporate
business. For professional qualifications
and experience, please refer to the main
qualifications of directors and
supervisors on pages 8~10.
2. None of the circumstances described in
Article 30 of the Company Act
1. No relative within the scope of the
Company or its affiliates is a director,
supervisor or employee of the
Company or its affiliates.
2. None of the Company's shares are
held by the individual, his/her spouse,
or a relative within the second degree
of consanguinity (or in the name of
another person).
3. Not a director, supervisor, or
employee of the company with which
the Company has a specific
relationship.
4. No remuneration for business, legal,
financial, or accounting services
provided by the Company or its
affiliatesinthelast two years.

0
Wen, Kuo-Lan 1. Audit Committee Members with
experience in business or corporate
business. For professional qualifications
and experience, please refer to the main
qualifications of directors and
supervisors on pages 8~10.
2. None of the circumstances described in
Article 30 of the Company Act
1. No relative within the scope of the
Company or its affiliates is a director,
supervisor or employee of the
Company or its affiliates.
2. None of the Company's shares are
held by the individual, his/her spouse,
or a relative within the second degree
of consanguinity (or in the name of
another person).
3. Not a director, supervisor, or
employee of the company with which
the Company has a specific
relationship.
4. No remuneration for business, legal,
financial, or accounting services
provided by the Company or its
affiliates in the last twoyears.

1

13

==> picture [452 x 252] intentionally omitted <==

----- Start of picture text -----

No. of
Conditions Concurrent
Independent
Professional Qualifications and Experience Independence Status
Director
Positions)
Name
1. Audit Committee Members with 1. No relative within the scope of the
experience in business or corporate Company or its affiliates is a director,
supervisor or employee of the
business. For professional qualifications
Company or its affiliates.
and experience, please refer to the main 2. None of the Company's shares are
qualifications of directors and held by the individual, his/her
supervisors on pages 8~10. spouse, or a relative within the
2. None of the circumstances described in second degree of consanguinity (or in
Tsang, Kwok-Wah Article 30 of the Company Act the name of another person). 2
3. Not a director, supervisor, or
employee of the company with which
the Company has a specific
relationship.
4. No remuneration for business, legal,
financial, or accounting services
provided by the Company or its
affiliates in the last two years.
----- End of picture text -----

  • (2) Board Diversity and Independence

  • A. Board Diversity:

Board Member Diversity Policy

Pursuant to Article 20, Paragraph 1 of the Company's 'Corporate Governance Best Practice Principles,' the composition of board members should consider diversity. An appropriate diversity policy should be formulated based on the Company's own operations, business model, and development needs, and should include but not be limited to two dimensions: basic attributes and values (gender, age, nationality, culture, ethnicity, etc.) and professional knowledge and skills (e.g., legal, accounting, industry, finance, marketing, or technology).

Implementation of Board Diversity and Specific Management Objectives and Achievement

The Company's Board of Directors is responsible for guiding corporate strategy, overseeing management, and being accountable to the Company and shareholders. All corporate governance operations and arrangements must ensure that the Board exercises its authority in accordance with laws and regulations, the Company's Articles of Incorporation, and shareholder resolutions. All board members possess the knowledge, skills, competencies, and industry decision-making and management capabilities necessary to perform their duties. The Company continuously arranges diverse professional development courses for board members to enhance decision-making quality and supervisory capabilities, thereby strengthening board functions. Furthermore, the Company values gender equality in board composition. The current board includes two female director; however, female directors have not yet reached one-third. At the next director election, the Company will include gender diversity as a factor in director nomination and selection, and will actively increase the number of female directors to achieve board diversity and gender balance.

The current Board of Directors consists of 8 directors, including 4 independent directors, 2 institutional representative directors, and 2 individual directors. The capabilities and implementation status of each director based on their education and experience are shown in the following table:

14

Title Name Gender Age Nationality Biotechnology
industry
professional
background
Business,
finance
and
accounting
experience
Coordinated
planning
management
and
leadership
experience
National
certification
of lecturer
qualification
or
professional
technology
in tertiary
institutions
Chairman Chen, Shyan
Tser
Male 70~79 Taiwan
Director Chen, Hung-
Wen
Male 60~69 Taiwan
Director Tsai, Kao-
Chung
Male 60~69 Taiwan
Director Brittany
Way
Male 40~49 Taiwan
Independent
Director
Way, Tzong
Der
Male 50~59 Taiwan
Independent
Director
Chao, Ying-
Chen
Male 60~69 Taiwan
Independent
Director
Wen, Kuo-
Lan
Female 60~69 Taiwan
Independent
Director
Tsang,
Kwok-Wah
Male 60~69 Taiwan

Note 1: None of the Company's directors hold employee status. Note 2: There are 4 independent directors, representing 50%. No independent director has served for more than 9 years. Note 3: 1 director is aged 40–49, 2 are aged 50–59, 4 are aged 60–69, and 1 is aged 70–79. Note 4: 2 directors have professional backgrounds in the biotechnology industry, representing 25%. Note 5: 2 directors hold academic positions or professional certifications, representing 25%. Note 6: 7 directors have backgrounds in business, finance, or accounting, representing 85.7%. Note 7: 6 male directors and 2 female directors.

B. Board Independence

The Company's Board of Directors is composed of 8 directors with professional backgrounds and extensive experience. The Board's responsibilities are to enhance the Company's long-term corporate value, maintain sound corporate governance, and protect the interests of shareholders and stakeholders. The Board also provides strategic management assistance and ensures that the Company adopts and implements planned procedures to achieve high standards of integrity, probity, and ethical values. All 8 directors are elected via a candidate nomination system, with shareholders selecting from the candidate list (including independent directors) at the general meeting. The Board has authorized the establishment of a Compensation Committee and Audit Committee to assist in fulfilling its responsibilities.

The Company's Board of Directors has no circumstances as described in Article 26-3, Paragraphs 3 and 4 of the Securities and Exchange Act, and there are no spousal or second-degree relationships among directors.

15

(2) President, Vice Presidents, Assistant Vice Presidents, Department and Branch Heads

As of March 17,2026 As of March 17,2026 As of March 17,2026 As of March 17,2026 As of March 17,2026 As of March 17,2026 As of March 17,2026 As of March 17,2026 As of March 17,2026 As of March 17,2026
Title Nationality Name Gender Election
(appointment)
date
Shareholdings Spouse, minor children
shareholdings
Shareholdings in the name
of others
Experiences Currently engaged
in other company
duties
Manager with spouse or
second degree of
consanguinity
Note
Number of
shares
Shareholding
%
Number of
shares
Shareholding % Number of
shares
Shareholding
%
Title Name Relation
CEO (Note1) Taiwan Chen, Shyan-
Tser
Male 2025.12 4,950,000 0.58 3,802,000
0.442
Department of Chemistry, National Tsing Hua Universit Director of PPI,
DRX USA,
Nanotein, LYB,
Genovior
Biotech
Representative of
Corporate
Director,
Acepodia
Biotechnologies,
Ltd.
Director of Sonix
Technology Co.,
Ltd.


None
None None None
Executive Vice
President
United
States
John
Bomalaski
Male 2007.01 MD, USA St. Louis University
Registered Physician in Internal Medicine and Rheumatology,
USA
Founder of USA Phoenix Pharmacologics
None None None None None
Chief Financial
Officer (Note 2)
Taiwan Chang, Wan
Yu
Female 2025.09 Master’s Degree in Finance and Real Estate, London School of
Economics and Political Science
Bachelor’s Degree in Finance, National Taiwan University
CFA (Chartered Financial Analyst)
Director of Finance, AVerMedia Technologies, Inc.
Managing Director, Deqin Capital
Chief Financial Officer,Asia Pacific Wire & Cable Ltd.
None None None None None
Accounting Officer Taiwan Shen, Yi-
Chieh
Female 2026.01 Department of Accounting, Soochow University None None None None None
Corporate
Governance
Supervisor
Taiwan Chen, Ching
Hui
Female 2025.07 Department of Accounting, Chang Jung Christian University
Department of Law, National Taipei University
None None None None None
Vice President of
Production
United
States
Chris Huxsoll Male 2005.02 Ph.D. in Physiology, University of California, Davis
Researcher at Hygienia Biotech, USA California, 15 years of
experience inpharmaceuticalqualitycontrol
None None None None None
Vice President of
Clinical Affairs
United
States
Amanda
Johnston
Female 2010.10 140,000 0.02 PhD in Pharmacy, University of London, UK
Senior investigator and clinical team leader at Agouron
Pharmaceuticals,Warner-Lambert and Pfizer
None None None None None

Note 1: Pursuant to a Board resolution on December 26, 2025, the role of President is temporarily assumed by the Chairman. Note 2: CFO Chang Wan-Yu will resign on March 31, 2026.

16

  1. Compensation of Directors, Supervisors, President and Vice Presidents

  2. (1) Compensation Paid to Directors, Supervisors, President and Vice Presidents in the Most Recent Year (2025)

    1. Compensation for General Directors and Independent Directors

Unit: NTD thousands

Title Name Director remuneration(Note 1) Director remuneration(Note 1) Director remuneration(Note 1) Director remuneration(Note 1) Director remuneration(Note 1) Director remuneration(Note 1) Director remuneration(Note 1) Director remuneration(Note 1) Total amount of A, B,
C and D and
percentage of net
income after tax
Total amount of A, B,
C and D and
percentage of net
income after tax
Relevant remuneration received bydirectors who are also employees Relevant remuneration received bydirectors who are also employees Relevant remuneration received bydirectors who are also employees Relevant remuneration received bydirectors who are also employees Relevant remuneration received bydirectors who are also employees Relevant remuneration received bydirectors who are also employees Relevant remuneration received bydirectors who are also employees Relevant remuneration received bydirectors who are also employees Ratio of the Sum
of Items A, B, C,
D, E, F, and G to
Net Profit after
Tax(%)
Ratio of the Sum
of Items A, B, C,
D, E, F, and G to
Net Profit after
Tax(%)
Remuneration
from Investee
companies
other than
subsidiaries
or from the
parent
company
Remuneration (A)
Retirement
pension (B)
Director's
remuneration (C)
Business
execution fee
(D)
Salaries, bonus, and
allowance (E)
(Note 2)

Retirement
Pension (F)
Employee compensation (G)
The Company All companies reported in the
financial statements
The Company All companies reported in the
financial statements
The Company All companies reported in the
financial statements
The Company All companies reported in the
financial statements
The Company All companies reported in the
financial statements
The Company All companies reported in the
financial statements
The Company All companies reported in the
financial statements
The Company All companies
reported in the
financial
statements
The Company All companies reported in the
financial statements
Cash Stock Cash Stock
Chairman Chen, Shyan Tser
Digital Capital Inc.
Representative: Hsu,
Jaan-Pyng (Note 2)
998
998




50
45
50
45
1,048
(0.03)
45
(0.00)
1,048
(0.03)
45
(0.00)

5,718

10,519

151

151




1,048
(0.03)
5,914
(0.15)

1,048
(0.03)
10,716
(0.27)
None
Director Chen, Hung-Wen 1,687 1,687 40 40 1,727
(0.04)
1,727
(0.04)
1,727
(0.04)
1,727
(0.04)
None
Director Digital Capital Inc.
Representative:
Brittany Way
5 5 5
(0.00)
5
(0.00)
5
(0.00)
5
(0.00)
None
Director Mai Investment Co.,
Ltd.
Representative: Tsai,
Kao-Chung (Note 3)
561 561 55 55 616
(0.02)
616
(0.02)
616
(0.02)
616
(0.02)
None
Independ
ent
Director
Way, Tzong Der 1,247 1,247 40 40 1,287
(0.03)
1,287
(0.03)
1,287
(0.03)
1,287
(0.03)
None

17

Independ
ent
Director
Chao, Ying-Chen 1,247 1,247 55 55 1,302
(0.03)
1,302
(0.03)
1,302
(0.03)
1,302
(0.03)
None
Independ
ent
Director
Wen, Kuo-Lan 998 998 45 45 1,043
(0.03)
1,043
(0.03)
1,043
(0.03)
1,043
(0.03)
None
Independ
ent
Director
Tsang, Kwok-Wah 158 158 25 25 183
(0.00)
183
(0.00)
183
(0.00)
183
(0.00)
1.
Please explain the payment policies, systems, standards, and structures for remuneration of Independent Directors and explain the connection between factors (such as duties, risks, and time invested) and the amount of remuneration paid: According
to the Articles of Incorporation of the Company, the remuneration of directors shall be submitted to the Board of Directors for resolution after being agreed by the Remuneration Committee based on the value of their participation and contribution to
the operation of the Company with reference to the common standards within the industry. The Company shall set a different salary and compensation for the Independent Director than the average Director. In addition, in accordance with the rules
on the scope of duties of the independent directors of the Company, the remuneration of the independent directors of the Company shall be fixed in the Articles of Incorporation of the Company or in accordance with the resolution of the shareholders'
meeting, and may be subject to reasonable remuneration different from that of ordinary directors. The Company currently pays the Independent Director a monthly compensation of NTD100,000 and NTD5,000 for travel expenses for each Director
meeting, taking into account domestic and international industry standards.
2.
In addition to the above table, the remuneration received by the Company's Director for services rendered to all companies reported in the financial statements (such as serving as a consultant to non-employees) in the most recent year: None
  • Note 1: The total amount of remuneration not actually received by directors and employees shall include the amount of expenses recognized by IFRS 2 -- Share-based Payment for stock warrants granted by the Company to employees in accordance with the standards for annual returns recorded by the Company.

  • Note 2: The corporate director representative of Digital Capital Inc. was originally Hsu, Jaan-Pyng. On December 15, 2025, Digital Capital Inc. reassigned its representative to Brittany Way, effective December 15, 2025, and serving until June 11, 2026.

  • Note 3: The corporate director representative of Mai Investment Co., Ltd was originally Lin, Wei-Yuan. On March 13, 2025, Digital Capital Inc. reassigned its representative to Tsai, Kao-Chung, effective March 13, 2025, and serving until June 11, 2026.

18

Compensation Bracket Table

Compensation Bracket Table Compensation Bracket Table Compensation Bracket Table Compensation Bracket Table
Pay each Director remuneration level of The Company Name of Director
First four remuneration totals (A+B+C+D) First seven remuneration totals
(A+B+C+D+E+F+G) (Note 1)
The Company All companies reported in
the financial statements H
The Company All companies reported
in the financial
statements I
Less than NTD1,000,000 Hsu, Jaan-Pyng
(Note1), Tsai, Kao-
Chung (Note 2)
Brittany Way
(Note1), Tsang,
Kwok-Wah
Hsu, Jaan-Pyng (Note1),
Tsai, Kao-Chung (Note
2)Brittany Way
(Note1), Tsang, Kwok-
Wah
Tsai, Kao-Chung (Note
2)Brittany Way
(Note1), Tsang, Kwok-
Wah

Tsai, Kao-Chung (Note
2)Brittany Way
(Note1), Tsang, Kwok-
Wah
NTD1,000,000 (inclusive) to NTD2,000,000 (exclusive) Chen, Shyan
Tser,Chen, Hung-
Wen, Way, Tzong
Der, Chao, Ying-
Cheng, Wen, Kuo-
Lan
Chen, Shyan Tser,Chen,
Hung-Wen, Way, Tzong
Der, Chao, Ying-Cheng,
Wen, Kuo-Lan
Chen, Shyan
Tser,Chen, Hung-Wen,
Way, Tzong Der, Chao,
Ying-Cheng, Wen,
Kuo-Lan

Chen, Shyan Tser,Chen,
Hung-Wen, Way, Tzong
Der, Chao, Ying-Cheng,
Wen, Kuo-Lan
NTD2,000,000 (inclusive) to NTD3,500,000 (exclusive)
NTD3,500,000 (inclusive) to NTD5,000,000 (exclusive)
NTD5,000,000 (inclusive) to NTD10,000,000 (exclusive) Hsu, Jaan-Pyng
(Note1)
NTD10,000,000 (inclusive) to NTD15,000,000 (exclusive) Hsu, Jaan-Pyng (Note1)
NTD15,000,000 (inclusive) to NTD30,000,000 (exclusive)
NTD30,000,000 (inclusive) to NTD50,000,000 (exclusive)
NTD50,000,000 (inclusive) to NTD100,000,000
(exclusive)
More than NTD100,000,000
Total 9 people 9 people 9 people 9 people
  • Note 1: The corporate director representative of Digital Capital Inc. was originally Hsu, Jaan-Pyng. On December 15, 2025, Digital Capital Inc. reassigned its representative to Brittany Way, effective December 15, 2025, and serving until June 11, 2026.

Note2: The corporate director representative of Mai Investment Co., Ltd was originally Lin, Wei-Yuan. On March 13, 2025, Digital Capital Inc. reassigned its representative to Tsai, Kao-Chung, effective March 13, 2025, and serving until June 11, 2026.

19

2. Supervisor Compensation

The Company has established an Audit Committee; therefore, this item is not applicable.

3. Compensation for President and Vice Presidents

Unit: NTD thousands

Title Name Compensation (A) Compensation (A) Retirement
pension (B)
Retirement
pension (B)
Bonuses and
special
expenses, etc.
(C)
Bonuses and
special
expenses, etc.
(C)
Employee Compensation Amount
(D)
Employee Compensation Amount
(D)
Employee Compensation Amount
(D)
Employee Compensation Amount
(D)
Total amount of A, B, C and D and
percentage of net income after tax
(%)
Total amount of A, B, C and D and
percentage of net income after tax
(%)
Remuneration
from investee
companies other
than subsidiaries
or from the parent
company
The Company All companies reported in the
financial statements
The Company All companies reported in the
financial statements
The Company All companies reported in the
financial statements
The Company All companies
reported in the
financial
statements
The Company All companies
reported in the
financial
statements
Cash Stock Cash Stock
CEO Chen, Shyan-
Tser
Hsu, Jaan-
Pyng (Note 2)
325 325 325
(0.02)
130
(0.02)
Executive Vice
President
John
Bomalaski
9,300 3,954 13,254
(0.83)
CSO Chien-Hsing
Chang(Note 3)
5,800 5,800 108 108 6,237 6,237 12,145
(0.76)
12,145
(0.76)
Chief Financial
Officer/Corporate
Governance
Supervisor
Yen, Feng-
Kui(Note 4)
6,000 4,041 10,041
(0.63)
Chief Financial
Officer
Kao, Yi-
Ming(Note 5)
1,430 2,790 45 45 1,704 4,089 3,179
(0.20)
6,924
(0.43)
Chief Financial
Officer
Chang, Wan-
Yu (Note 6)

20

Title Name Compensation (A) Compensation (A) Retirement
pension (B)
Retirement
pension (B)
Bonuses and
special
expenses, etc.
(C)
Bonuses and
special
expenses, etc.
(C)
Employee Compensation Amount
(D)
Employee Compensation Amount
(D)
Employee Compensation Amount
(D)
Employee Compensation Amount
(D)
Total amount of A, B, C and D and
percentage of net income after tax
(%)
Total amount of A, B, C and D and
percentage of net income after tax
(%)
Remuneration
from investee
companies other
than subsidiaries
or from the parent
company
The Company All companies reported in the
financial statements
The Company All companies reported in the
financial statements
The Company All companies reported in the
financial statements
The Company All companies
reported in the
financial
statements
The Company All companies
reported in the
financial
statements
Cash Stock Cash Stock
Accounting Officer Wu, Chieh-
Hsiu
Corporate
Governance
Supervisor
Chen, Ching-
Hui
CISO Kevin
Wu(Note 7)
367 367 18 18 15 15 400
(0.03)
400
(0.03)
Vice President of
Production
Chris Huxsoll 6,900 3,081 9,981
(0.63)
Vice President of
Clinical Affairs
Amanda
Johnston
9,504 2,991 12.495
(0.78)
  • Note 1: The actual total amount of bonuses and special payments received by the managers was zero. However, the amount of bonuses and special payments was calculated in accordance with the Guidelines Governing the Recordation of Financial Reports by Public Companies, plus the amount of fees recognized on the basis of IFRS 2 for employee stock options.

  • Note 2: Note 2: Mr. Hsu, Jaan-Pyng resigned from the position of Chief Executive Officer on December 16, 2025. Mr. Chen, Shyan-Tser was appointed as the new Chief Executive Officer.

  • Note 3: The Company abolished the position of Chief Strategy Officer on September 30, 2025.

  • Note 4: Mr. Yen Feng-Kuei resigned from the positions of Chief Financial Officer, Corporate Governance Officer, and Accounting Officer on January 24, 2025. Mr. Kao YiMing was appointed as the new Chief Financial Officer, Corporate Governance Officer, and Accounting Officer.

  • Note 5: Mr. Kao Yi-Ming resigned from the position of Corporate Governance Officer on July 28, 2025, and Ms. Chen Ching-Hui was appointed as the new Corporate Governance Officer.

  • Mr. Kao Yi-Ming resigned from the positions of Chief Financial Officer and Accounting Officer on September 3, 2025. Ms. Chang Wan-Yu was appointed as the new

21

Chief Financial Officer, and Mr. Wu Chieh-Hsiu as the new Accounting Officer.

  • Note 6: Ms. Chang Wan-Yu resigned from the positions of Chief Financial Officer and Accounting Officer on March 31, 2026. Ms. Shen Yi-Chieh was appointed as the new Accounting Officer.

4. Top Five Highest-Compensated Executives of Listed Companies

Unit: NTD thousands

Title Name Compensation
(A)
Compensation
(A)
Retirement
pension (B)
Retirement
pension (B)
Bonuses and
special expenses,
etc. (C)
Bonuses and
special expenses,
etc. (C)
Employee Compensation Amount
(D)
Employee Compensation Amount
(D)
Employee Compensation Amount
(D)
Employee Compensation Amount
(D)
Total amount of A, B, C and D and
percentage of net income after tax (%)
Total amount of A, B, C and D and
percentage of net income after tax (%)
Remuneration
from investee
companies other
than subsidiaries
or from the parent
company
The Company All companies reported in the
financial statements
The Company All companies reported in the
financial statements
The Company All companies reported in the
financial statements
The Company All companies
reported in the
financial
statements
The Company
All companies
reported in the
financial statements
Cash Stock Cash Stock
CEO Hsu, Jaan-Pyng 5,718 10,51
9
151 151 (5,296
)
(5,296
)





573
(0.01)

5,374
(0.14)

Executive Vice
President

John Bomalaski
8,237 1,528 1,528 1,528
(0.04)
9,765
(0.25)
CISO Kevin Wu 2,161 2,161 18 18 698 698 2,877
(0.07)
2,877
(0.07)
Vice President
of Production
Chris Huxsoll 6,900 1,146 1,146 1,146
(0.03)
8,046
(0.20)

22

Vice President
of Clinical
Affairs
Amanda
Johnston
9,504 1,146 1,146 1,146
(0.03)
10,650
(0.27)

Note 1: The actual total bonuses and special expense allowances received by managers is zero; however, pursuant to the Guidelines for the Preparation of Annual Reports of Public Companies, the amount recognized under IFRS 2 Share-Based Payment for employee stock options granted by the Company has been added.

23

  1. Names of Managers Who Received Employee Compensation and Details of Distribution: The Company did not distribute any employee compensation.

  2. (2) Comparative Analysis of the Ratio of Total Compensation Paid to the Company's Directors, Supervisors, President and Vice Presidents by the Company and All Consolidated Companies to Net Income After Tax in Individual or Separate Financial Statements for the Most Recent Two Years, and Description of Compensation Policies, Standards, Composition, Procedures for Determining Compensation, and Relationship to Operating Performance and Future Risks.

  3. Analysis of the Ratio of Total Compensation Paid by the Company and All Consolidated Companies to Directors, President and Vice Presidents to Net Income After Tax in Individual or Separate Financial Statements

Items 2024 2024 2025 2025
Total remuneration as a percentage of net
income after tax (%)
Total remuneration as a percentage
of net income after tax (%)
The Company All companies in
the consolidated
report
The Company All companies in
the consolidated
report
Director (0.56) (0.76) (0.33) (0.46)
President and
Vice
President

(1.01)
(4.71) (0.31) (1.22)
  • Note: The compensation for directors concurrently serving as managers and for managers does not represent the actual total compensation received. Pursuant to the Guidelines for the Preparation of Annual Reports of Public Companies, the amount recognized under IFRS 2 Share-Based Payment for employee stock options granted by the Company has been added.

  • Compensation Policies, Standards and Composition, Procedures for Determining Compensation, and Relationship to Operating Performance and Future Risks

The compensation of the Company's directors and managers is set forth in Article 79 of the Articles of Incorporation, and shall be determined with reference to general industry standards and other factors deemed appropriate by the Compensation Committee and the Board of Directors. The Company has a Compensation Committee to formulate and periodically review policies, systems, standards, and structures for annual and long-term performance evaluation and compensation of directors and managers. The source of director remuneration is based on the provisions of Article 117 of the Company's Articles of Incorporation regarding profit distribution. Such remuneration from profit distribution shall be determined according to the responsibilities and contributions of each position, with reference to peer industry standards. In addition, the Company has enacted Director Compensation Payment Rules specifying the salaries of independent directors and meeting attendance fees and related expenses for directors attending Board meetings. As for compensation for the President and Vice Presidents, payment is considered in accordance with the Company's grade approval principles; bonuses are determined with appropriate adjustments based on comprehensive consideration of operating performance and future risks, and the associated risk is expected to be limited.

24

3. Corporate Governance Operations

(1) Board Meeting Information

In the most recent fiscal year (2025) through the Annual Report print date of 2026, the Board of Directors held 22 meetings (A). Director attendance is as follows:

Title Name Actual number
of attendance
(B)
Attendance
by proxy
Actual attendance
(attendance) rate
(%) [B/A]
Note
Chairman Chen, Shyan-Tser 22 0 100%
Director Digital Capital
Inc.
Representative:
Hsu, Jaan-Pyng
16 0 100% Note
1
Director Digital Capital
Inc.
Representative:
Brittany Way
6 0 100% Note
1
Director Chen, Hung-Wen 22 0 100%
Director Mai Investment
Co., Ltd
Representative:
Wayne Lin
11 0 78.6% Note
2
Director Mai Investment
Co., Ltd
Representative:
Tsai, Kao-Chung
20 0 100% Note
2
Independe
nt Director
Way, Tzong Der 22 0 100%
Independe
nt Director
Chao, Ying Chen 22 0 100%
Independe
nt Director
Wen, Kuo-Lan 22 0 100%
Independe
ntDirector
Tsang, Kwok-
Wah
13 12 92.3% Note
3
Note 1: Digital Capital Inc. changed its representative on December 15, 2025, from Hsu, Jaan-Pyng to
Brittany Way.
Note 2: Mai Investment Co., Ltd changed its representative on March 13, 2025, from Wayne Lin to
Tsai, Kao-Chung.
Note 3: Tsang, Kwok-Wah assumed office as an independent director on July 1, 2025.
Other matters to be noted:
1. If the operation of the Director meeting is one of the following, the date of the Director
meeting, the period, the content of the motion, all Independent Director's opinions and
the Company's handling of Independent Director's opinions shall be described.
(1) Matters included in Article 14-3 of the Securities and Exchange Act: Since the
Company has already established an Audit Committee, the regulations from Article
14-3 are not applicable. For detailed explanations on matters listed in Article 14-5 of
the Securities and Exchange Act, please refer to 2.3.2 Audit Committee Meeting
Status in this annual report.

25

The date of
Board
Meeting
Motions Director recusal
and reasons for
interest recusal
Voting participation
2025/1/23 The subsidiary
Beirui
Pharmaceutica
l (Fujian) Co.,
Ltd. proposes
a financing
plan with
Digital Mobile
Venture Ltd..
Director Chen,
Shyan Tser has a
personal interest
in the case.
Director Chen, Shyan
Tser recused himself
from the discussion of
this agenda item due to a
conflict of interest in
accordance with the law;
the proposal was
approved as presented by
the attendingdirectors.
2025/12/26 Appointment
of the
Chairman as
Acting Chief
Executive
Officer.
Director Chen,
Shyan Tser has a
personal interest
in the case.
The acting chair solicited
opinions from the
attending directors
(excluding Chairman
Chen, Shyan Tser), and
the proposal was
unanimously approved as
presented.
2025/12/26 Compensation
plan for the
Chairman
serving
concurrently
as Acting
Chief
Executive
Officer.
Director Chen,
Shyan Tser has a
personal interest
in the case.
The acting chair solicited
opinions from the
attending directors
(excluding Chairman
Chen, Shyan Tser), and
the proposal was
unanimously approved as
presented.
2025/12/26 Compensation
plan for the
Chairman
serving
concurrently
as Acting
Chief
Executive
Officer.
Director Chen,
Shyan Tser has a
personal interest
in the case.
The acting chair solicited
opinions from the
attending directors
(excluding Chairman
Chen, Shyan Tser), and
the proposal was
unanimously approved as
presented.
2025/12/26 Pricing plan
for the
Company’s
private
Director Chen,
Shyan Tser and
Chen, Hung-Wen
have apersonal
The acting chair solicited
opinions from the
attending directors
(excludingChairman

26

placement.
interest in the
Chen, Shyan Tser and
case. Director Chen, Hung-
Wen), and the proposal
was unanimously
approved aspresented.
2025/12/26 Proposal to
Director Chen,
The acting chair solicited
enter into a
Shyan Tser has a
opinions from the
professional
personal interest
attending directors
services
in the case.
(excluding Chairman
agreement Chen, Shyan Tser), and
with Acepodia the proposal was
Biotech Inc. unanimously approved as
presented.
2026/2/24 Proposal to
Director Chen,
The acting chair solicited
enter into a
Shyan Tser, Tsai,
opinions from the
professional
Kao-Chung and
attending directors
services
Brittany Way
(excluding Chairman
agreement
have a personal
Chen, Shyan Tser,
with Acepodia
interest in the
Directors Tsai, Kao-
Biotech Inc.
case.
Chung and Brittany
Way), and the proposal
was unanimously
approved aspresented.
3. Implementation of Self (or peer) Evaluation:
Implementation of the Board of Directors's evaluation
Evaluation
Period
Executed once a year
Evaluation
Period
January 1, 2025 to December 31, 2025
Scope of
Evaluation
Board of Directors, individual Directors and functional committees
Evaluation Internal self-evaluation by Board of Directors, self-evaluation by
Method board members
1. Board of Directors performance evaluation:
Participation in the operation of the company, improvement of the
quality of Board of Directors' decisions, composition and structure
of the Board of Directors of Directors, selection and continuing
education of Directors, internal control.
2. Performance evaluation of individual Director members:
Evaluation Mastery of company goals and tasks, knowledge of Director's
Contents responsibilities, participation in company operations, internal
relationship
management
and
communication,
Director's
professionalism and continuing education, and internal control.
3. Functional committee performance evaluation:
Involvement in company operations, awareness of functional
committee responsibilities, improvement of functional committee
decisionquality,composition and selection of functional

27

committee members, internal control
1. Board of Directors performance evaluation: Excellent
2. Performance evaluation of individual Director members:
Excellent
Evaluation
3. Performance evaluation of functional committees: Excellent
Result
The Board of Directors of Directors' self-assessment and the
Director members' self-assessment overall results are excellent, and
on March 17, 2025, the Board of Directors of Directors reported the
internal self-assessment results for theyear 202IV.
4. Assessment of the current and most recent Board of Directors' objectives (eg,
establishment of an audit committee, enhancement of information transparency,
etc.) and their implementation
(1) Objectives of the Board of Directors of Directors
To implement corporate governance, improve supervision functions and
strengthen management functions, the Company shall, in accordance with Article
14-4 of the Securities Exchange Act, form an Audit Committee composed of all
independent directors to strengthen the functions of the Board of Directors of
directors. The Company regularly arranges for directors to participate in
professional development courses so that directors can maintain their core values
and professional advantages and capabilities.
(2) Performance Evaluation
The Company has established an Audit Committee and a Compensation Committee to
assist the Board of Directors in carrying out its duties. The Company will post important
resolutions on the MOPS in real time after the Board of Directors meeting after the
listing of the Company to protect shareholders' rights and interests. The Company has
designated dedicated personnel to be responsible for the collection and disclosure of
corporate information, and established a spokesman system to ensure that all major
information is disclosed in a timely manner for shareholders and interested parties to
refer to the Company's financial information.

(2) Audit Committee Meeting Information

From fiscal year 2025 through the Annual Report print date of 2026, the Audit Committee held 17 meetings (A). Independent director attendance is as follows:

Title Name Actual
number of
attendance
(B)
Attendance
by proxy
Actual
attendance
rate (%)
(B/A)
Note
Independe
nt Director
Way, Tzong Der 17 0 100%
Independe
nt Director
Wen, Kuo-Lan 17 0 100%
Independe Chao,Ying-Chen 17 0 100%

28

nt Director
Independe
nt Director
Tsang, Kwok-Wah 10 0 90% Note 1
Note 1: Independent Director Tsang, Kwok-Wah was elected on July 1, 2025.
Other matters to be noted:
I.
If the Audit Committee operates in one of the following circumstances, it should state the
date, period, content of the motion, results of the Audit Committee's resolution, and the
Company's handling of the Audit Committee's opinion.
(I)
Matters set forth in Article 14-5 of the Securities and Exchange Act:
Audit Committee date
/term
1. Motions
Results of Audit
Committee resolutions
and the Company's
handling of Audit
Committee Opinions
2025/01/23
(first time in 2025)
1. Financing proposal for the subsidiary
Beirui Pharmaceutical (Fujian) Co., Ltd. to
obtain funding from Digital Mobile
Venture Ltd.
2. Proposal to convert the Company’s loan to
its subsidiary Dirui Pharmaceutical
(Chengdu)into a cash capital increase
Approved by the Audit
Committee as written
2025/02/20
(second time in 2025)
1. PropoProposal to cancel the plan to
convert the Company’s loan to its
subsidiary Dirui Pharmaceutical
(Chengdu) into a cash capital increase.
2. Proposal to increase capital in the
subsidiary TDW HK Limited.
3. Proposal for the Company to act as a joint
guarantor for a bank loan of NT$15
million taken by its subsidiary Lin Yang
Biotech Pharmaceutical Co., Ltd.
4. Proposal to issue new shares through a
cash capital increase in 2025.
5. Proposal to issue employee stock
options.roposal to issue employee stock
options.
Approved by the Audit
Committee as written
2025/03/17
(third time in 2025)
1. Proposal regarding the change of the Chief
Financial Officer and Chief Accounting
Officer.
2. Proposal regarding the change of the
Corporate Governance Officer.
3. Proposal for the approval of the 2024
Internal Control System Statement.
4. Proposal for the approval of the 2024
Business Report and Consolidated
Financial Statements.
5. Proposal for the appropriation of losses for
theyear 2024.
Approved by the Audit
Committee as written

29

2025/04/08
(forth time in 2025)
1. Proposal
for
the
evaluation
of
the
independence and remuneration of the
Company’s
signing
certified
public
accountants.
2. Proposal to adjust the authorized number of
shares for issuance under the cash capital
increase.
Approved by the Audit
Committee as written
2025/04/25
(fifth time in 2025)
1. Proposal to revise the use of proceeds from
the issuance of new shares through the
cash capital increase.
Approved by the Audit
Committee as written
2025/05/12
(sixth time in 2025)
1. Proposal to approve the consolidated
financial statements for the first quarter of
2025.
2. Proposal to lift the non-compete restrictions
on the representative of the institutional
director and the newly elected independent
director.
3. Proposal to handle certain intercompany
loan arrangements between the Company
and its subsidiaries.
Approved by the Audit
Committee as written
2025/06/30
(seventh time in 2025)
1. Proposal to amend the intercompany loan
arrangements among the Company’s
subsidiaries.
Approved by the Audit
Committee as written
2025/07/28
(eighth time in 2025)
1. Proposal to apply for a new short-term
credit facility from KGI Bank.
2. Proposal for the Company to provide an
endorsement and guarantee for its
subsidiary Lin Yang Biotech in applying
for a new medium-term secured credit
facility from Taiwan Cooperative Bank.
3. Proposal regarding the change of the
Company’s Corporate Governance Officer
and ActingSpokesperson.
Approved by the Audit
Committee as written
2025/08/29
(ninth time in 2025)
1. Proposal regarding the change of the
Company’s Chief Accounting Officer.
2. Proposal to approve the Company’s
consolidated financial statements for the
second quarter of 2025.
3. Proposal to revise the expected benefits of
the Company’s 2024 cash capital increase
for the issuance of new shares.
4. Proposal to issue new shares through a
cash capital increase in 2025.
5. Proposal for the Company to provide an
endorsement and guarantee for its
subsidiary Lin Yang Biotech
Pharmaceutical Co., Ltd. in applying for a
new medium-term secured credit facility
from E.Sun Commercial Bank.
Approved by the Audit
Committee as written

30

6. Proposal to increase capital in the
subsidiary Ruihua Pharmaceutical (Hong
Kong) Co., Ltd.
7. Proposal to authorize the subsidiary Hong
Kong Ruihua to assume the debts of its
subsidiaryBeirui.
2025/09/03
(tenth time in 2025)
1. Proposal regarding the change of the
Company’s Chief Financial Officer and
Financial Officer.
Approved by the Audit
Committee as written
2025/09/30
(eleventh time in 2025)
1. Establishment of the Company’s “Contract
Management Guidelines”
2. Amendment to the Company’s “2025
Employee Stock Option Issuance and
Subscription Plan”
3. Approval of the list of recipients for the
Company’s 2025 Employee Stock Options
4. Conversion of funds loaned by the
Company to its subsidiary, Lin Yang
Biotech Pharmaceutical Co., Ltd. (“Lin
Yang Biotech”), into equity through a cash
capital increase
Approved by the Audit
Committee as written
2025/11/07
(twleveth time in 2025)
1. The Company’s consolidated financial
statements for the third quarter of 2025
2. Approval of the list of recipients for the
Company’s second issuance of employee
stock options in 2025
3. The Company’s application to KGI Bank
for a new short-term credit facility
4. The Company’s application to Chailease
Finance Co., Ltd. for a new short-term
TWD loan facility
5. The Company’s subsidiary, Beirui
Pharmaceutical (Fujian) Co., Ltd.
(“Beirui”), applying to Industrial Bank
Co., Ltd. for a new long-term secured
credit facility
6. Adoption of the Company’s 2026 audit
plan
7. The Company’s proposed private
placement of common shares for Year 114
(ROC calendar)
Approved by the Audit
Committee as written
2025/12/26
(thirteenth time in 2025)
1. Appointment of the Chairman to
concurrently serve as Acting Chief
Executive Officer
2. Amendment to the Company’s “Procedures
for Handling Material Information and
Prevention of Insider Trading”
3. The Company’s overdue prepayments and
other receivables as of December 31,2025,
Approved by the Audit
Committee as written

31

are not deemed as loans of funds
4. Determination of the pricing for the
Company’s private placement
5. Execution of a professional service
agreement with Acebodia Bitotech,inc.
2026/01/22
(first time in 2026)
1. Change of the Company’s Chief
Accounting Officer
2. Amendment to the Company’s
Authorization Matrix
3. Amendment to the Company’s Procedures
for Acquisition or Disposal of Assets
4. Provision of additional collateral for the
increased financing facility of the
Company’s subsidiary, Diri Pharmaceutical
(Chengdu)Co.,Ltd.,with KGI Bank
Approved by the Audit
Committee as written
2026/02/24
(second time in 2026)
1. Removal of the non-compete restrictions
on Directors
2. Capital increase in the Company’s
subsidiary, DesigneRx Pharmaceuticals,
Inc.
3. Execution of a professional service
agreement with Acebodia Biotech,inc.
Approved by the Audit
Committee as written
2026/03/11
(third time in 2026)
1. Adoption of the 2025 “Statement on
Internal Control System”
2. The 2025 Business Report and
Consolidated Financial Statements
3. Proposal for the appropriation of 2025
losses
4. Capital reduction to offset accumulated
losses
5. Removal of the non-compete restrictions
on Directors
6. Amendment to the Company’s Rules of
Procedure for Shareholders’ Meetings
7. The Company’s overdue payables and
other liabilities as of December 31, 2025
are not deemed as loans of funds
8. Conversion of funds loaned by the
Company to its subsidiary, Lin Yang
Biotech Pharmaceutical Co., Ltd. (“Lin
Yang Biotech”), into equity through a cash
capital increase
Approved by the Audit
Committee as written
2026/03/30
(hfourth time in 2026)
1. Report on the status of the Company’s 2025
privateplacement of common shares
Approved by the Audit
Committee as written

32

recusal
None None None None
  • III. Communication between the Independent Director and the internal auditor and the accountant (including the major issues, methods and results of communication regarding the Company's financial and business status).

  • (I) The Internal Audit Supervisor of the Company regularly communicates with the members of the Audit Committee about the results of the audit report and the status of tracking the implementation of the report. In case of any special circumstances, the Internal Audit Supervisor shall immediately inform the members of the Audit Committee. This is not the case in the year 2024; The Company's Audit Committee is in good communication with the head of internal audit.

  • (II) CPAs of the Company regularly participates in the Audit Committee and communicates with the Audit Committee on matters related to the examination or review of financial statements. According to the provisions of external laws, CPAs should immediately report the significant matters found to the members of the Audit Committee. The Company's Audit Committee is in good communication with CPAs.

33

(3) Status of Corporate Governance Operations and Reasons for Any Differences from the Corporate Governance Best Practice Principles for Listed Companies

Assessment items Operations Operations Differences from the Code
of Corporate Governance
Practices of TWSE/TPEx-
listed companies and the
reasons for such differences
Yes No Abstract
1.
Has the company formulated
and disclosed the Code of
Corporate Governance Practices
in accordance with the "Code of
Corporate Governance Practices
for TWSE/TPEx-listed
Companies"?
The Company has established a "Code of Practice on
Corporate Governance" adopted by the Board of Directors of
Directors and disclosed on the Company's website, and all
governance practices will be operated in accordance with the
Code of Practice on Corporate Governance.
No significant difference.
2.
Shareholding structure and
shareholders' rights
(1)
Has the Company
established internal
procedures to deal with
shareholders' proposals,
questions, disputes and
litigation matters, and
implemented them in
accordance with the
procedures?
(2)
Does the Company have a
list of the major
shareholders and the
ultimate controllers of the
major shareholders who
actually control the
Company?
(3)
Has the Company
established and
implemented a risk control
and firewall mechanism
with its affiliates?
(4)
Has the Company
established internal
regulations to prohibit
insiders from trading
marketable securities using
undisclosed information?



(1)
(2)
(3)
(4)
In addition to the protection of shareholders' rights and
interests as stipulated in the Company's Articles of
Incorporation and internal rules, the Company has set
up a dedicated unit to handle matters relating to the
Company's relations with investors, in order to
properly handle shareholders' proposals, doubts and
disputes.
The Company has a dedicated person and appointed a
shareholder affairs organization to handle and report
on the Company's affairs, which is disclosed on the
public information website. The Company also keeps
track of the shareholdings of directors, managers and
shareholders holding more than 10% of the shares, and
requests the assistance of a stock agency to provide an
updated register of major shareholders.
The Company has established the "Regulations
Governing
Related
Parties'
Transactions",
"Regulations
Governing
the
Supervision
of
Subsidiaries", "Regulations Governing the Lending of
Funds to Others" and "Procedures for Endorsement
and Guarantee" to prevent the occurrence of financial
malpractice that may have a knock-on effect on related
companies.
The Company has established the "Regulations
Governing the Processing of Internal Important
Information and the Prevention of Insider Trading"
and has informed its employees, managers and
directors of the regulations to reduce the risk of insider
trading.
No significant difference.
No significant difference.
No significant difference.
No significant difference.
3.
Compositionand
Responsibilities of the Board of
Directors of Directors
(1)
Has the Board of Directors
of Directors established a
diversity policy, specific
management objectives and
implemented them?
() The composition of the directors of the Company
considers diversity, except that the directors who are
also managers of the Company should not be more than
one third of the directors, and the Company has
formulated an appropriate diversity policy for the
operation, business type and development needs of the
Company.
The directors and independent directors of the Company
have experience in biotechnology, financial accounting,
business management and industry. The Board of
Directors of Directors is diversely composed of with
excellent competencies.
Implementation of diversity of Board directors in 2025:
The Company has 8 directors, 1 of whom is aged
between 40 and 49, 1 of whom are aged between 50 and
No significant difference.

34

Assessment items Operations Operations Operations Differences from the Code
of Corporate Governance
Practices of TWSE/TPEx-
listed companies and the
reasons for such differences
Yes No Abstract
59, 5 of whom are aged between 60 and 69 and 1 of
whom is aged between 70 and 79.
There is no director with employee status; Three
independent directors accounted for 50%, and the tenure
of independent directors did not exceed 9 years; There
are 2 female member.
The diversity of its membership is shown in the
following aspects:
(1) Biotechnology industry background: Directors
Way, Tzong Der, Wen, Kuo-Lan;
(2) Working
experience
in
business
and
accounting&financing: Directors Chen, Shyan
Tser, Chen, Hung-Wen, Tsai, Kao-Chung, Brittany
Way, Chao, Ying-Cheng, Wen, Kuo-Lan and
Tsang, Kwok-Wah ;
(3) Working experience in planning management and
leadership: All 8 Directors;
(4) Lecturer or professional qualification certificate
from a college or university: Lecturer or
professional qualification certificate from a
college or university: Director Way, Tzong Der
and Tsang, Kwok-Wah
For details on Board diversity, please refer to page 12 of
this annual report.
(2)
Does the Company
voluntarily establish
various functional
committees other than the
Compensation Committee
and Audit Committee in
accordance withthelaw?
() The Company has not established any functional
committees other than the Salary and Compensation and
Audit Committees in accordance with the law, and will
establish other functional committees in the future in
accordance with the law and actual needs.
Establish according to future
demand.
(3)
Has the Company
established the Board of
Directors of Directors'
performance evaluation
method and its evaluation
method, and conducts
performance evaluation
annually and regularly, and
submits the results of
performance evaluation to
the Board of Directors of
Directors and uses them as
reference for individual
Director's salary and
compensation and
nomination for
reappointment?
() In order to implement corporate governance, improve
the functions of the Board of Directors of Directors of
the Company, and establish performance targets to
enhance the operation efficiency of the Board of
Directors of Directors, the Company has formulated the
"Regulations Governing the Board of Directors
Performance
Evaluation"
and
has
conducted
performance evaluation regularly in accordance with
the provisions. The internal performance evaluation of
the Board of Directors of Directors in 2024 has been
submitted to the Board of Directors of Directors on
March 17, 2025.
No significant difference.
(4)
Does the Company
regularly evaluate the
independence of the
certified public
accountants?
() The Audit Committee of the Company regularly
evaluates the independence and suitability of the
accountants annually and reports the evaluation results
to the Board of Directors of Directors. On August 22,
2024, the Board of Directors of Directors and Audit
Committee evaluated the independence and competence
of the certified public accountant:
1.
Accountant's declaration of independence.
2.
Audit and non-audit services provided by
accountants are subject to prior approval by the
Audit Committee to ensure that non-audit
services do not affect the audit results.
No significant difference.

35

Assessment items Operations Operations Operations Differences from the Code
of Corporate Governance
Practices of TWSE/TPEx-
listed companies and the
reasons for such differences
Yes No Abstract
4.
Does the TWSE-TPXs-listed
company have a suitable and
appropriate number of corporate
governance personnel and
designate a corporate
governance officer to be
responsible for corporate
governance-related matters?
(including but not limited to
providing information
necessary for Directors and
supervisors to carry out their
business, assisting Directors
and supervisors to comply with
laws and regulations, handling
matters related to Board of
Directors and Shareholders'
Meetings in accordance with
the law, preparing The
Company has established the
Board of Directors of Directors
and Shareholders' Meeting
minutes.)
(1)
According to the laws and regulations, on November
11, 2022, the Board of Directors of Directors of the
Company approved the appointment of a corporate
governance supervisor, who is concurrently appointed
by the chief financial officer with more than 3 years
of financial experience of the Company.
(2)
Main responsibilities of corporate governance
personnel: Handle matters related to the meetings of
the Board of Directors of Directors and the
shareholders' meeting according to law, prepare the
minutes of the Board of Directors of Directors and the
shareholders' meeting, assist the directors in their
appointment and continuing education, provide the
directors with the information necessary for the
performance of their business, assist the directors in
complying with laws and regulations, report to the
Board of Directors of Directors the results of their
inspection
on
whether
the
qualifications
of
independent directors in the nomination, election and
during the term of office comply with the relevant
laws and regulations, arrange the director's training
courses and director change, etc.
(3)
In the year 2025, the Corporate Governance
Supervisor is newly appointed and has completed 18
hours of coursework.
Date
Course Name
Hours
2025/08/14
Analysis of Directors’
Fiduciary Duties and the
Effectiveness of Internal
Control Systems
6
2025/10/15
2025 Taiwan Week IR &
Engagement: New Trends in
ESG and Sustainable
Investment Forum
3
2025/11/17
Establishing a Stable and
Sound Labor-Management
Relationship: Key Points in
Drafting Labor Contracts,
Work Rules, and Various HR
Management Policies
6
2025/12/10
Corporate Control Contests
and Directors’ Duties
3
2025/12/16
Protection of Trade Secrets
and Non-Compete
Restrictions
3
No significant difference.
Date Course Name Hours
2025/08/14 Analysis of Directors’
Fiduciary Duties and the
Effectiveness of Internal
Control Systems
6
2025/10/15 2025 Taiwan Week IR &
Engagement: New Trends in
ESG and Sustainable
Investment Forum
3
2025/11/17 Establishing a Stable and
Sound Labor-Management
Relationship: Key Points in
Drafting Labor Contracts,
Work Rules, and Various HR
Management Policies
6
2025/12/10 Corporate Control Contests
and Directors’ Duties
3
2025/12/16 Protection of Trade Secrets
and Non-Compete
Restrictions
3
5.
Has the Company established
communication channels with
stakeholders (including but not
limited to shareholders,
employees, customers and
suppliers) and set up a
stakeholder area on the
Company's website, and
appropriately respond to
important CSR issues of
(1)
The Company has set up a "Stakeholder Zone" on its
website
and
has
spokespersons
and
proxy
spokespersons to serve as a mean for the Company to
express opinions externally. The Company also
follows internal control systems to handle relevant
response matters.
(2)
Through the convenient internet, the Company has set
up a website to provide financial and business related
information and corporate governance information for
shareholders and stakeholders to refer to. The website
No significant difference.

36

Assessment items Operations Operations Operations Differences from the Code
of Corporate Governance
Practices of TWSE/TPEx-
listed companies and the
reasons for such differences
Yes No Abstract
concern to stakeholders? mentioned in the preceding paragraph has a dedicated
person responsible for maintaining it, and the
information listed is detailed, accurate, and updated in
real-time to avoid the risk of misleading.
6.
Does the Company appoint a
professional stock agent to
handle the affairs of the
Shareholders'Meeting?
The Company has entrusted the acting department of Trust
and Commercial Bank of China to handle the Shareholders'
Meeting affairs.
No significant difference.
7.
Information Disclosure
(1)
Has the Company set up a
website to disclose
financial and corporate
governance information?
(2)
Does the Company adopt
other methods of
information disclosure
(such as setting up an
English website, appointing
a dedicated person to
collect and disclose
company information,
implementing a
spokesperson system, and
presenting the Company's
website during the legal
representative briefing
process)?
(3)
Does the Company publish
and file its annual financial
report within two months
after the end of the fiscal
year, and publish and file
its financial report for the
first, second and third
quarters and its operating
situation for each month
before the prescribed time
limit?


(1)
The Company has established a website
(www.polarspharma.com/investors/ [HYPERLINK:
http://www.polarspharma.com/investors/]) and
disclosed financial business and corporate
governance information.
(2)
The company has set up an English website,
designated a special person to collect and disclose
company information, implemented the spokesperson
system, and presented the Company's website at the
legal person briefing.
(3)
The Company shall announce and declare the annual
financial report, the first, second and third quarter
financial report and the operating situation of each
month within the prescribed time limit.
No significant difference.
No significant difference.
No significant difference.
8.
Whether the Company has other
important information that can
help to understand the operation
of corporate governance
(including but not limited to
employees' rights and interests,
employee care, investor
relations, supplier relations,
rights of interested parties,
further study of directors and
supervisors, implementation of
risk management policies and
risk measurement standards,
implementation of customer
policies, liability insurance
purchased by the Company for
directors and supervisors, etc.) ?
1. Employees' rights and interests: In order to motivate
employees and strengthen their motivation, the Company
has established an employee stock option plan.
2. Employee care: The Company and its major operating
entities have established employee welfare systems in
accordance with the laws and regulations of each country
to protect the rights and interests of employees.
3. Investor relations: The Company and its major operating
entities have established employee welfare systems in
accordance with the laws and regulations of each country
to protect the rights and interests of employees.
4. Supplier relations: The Company has clear agreements
with suppliers and clinical trial partner hospitals to
regulate the rights and obligations of each other.
5. Rights of interested parties: The Company's Articles of
Incorporation clearly regulate the Director's execution
and recusal of interested parties' motions.
6. Continuing study of directors: All the directors of the
company have professional backgrounds, and all of them
have studied securities laws and regulations, corporate
governance and other courses in accordance with the
"Rules for Promoting Continuing Education for
Directors and Supervisors of Listed and OTC
Companies",and have complied with the traininghours.
No significant difference.

37

Assessment items Operations Operations Operations Differences from the Code
of Corporate Governance
Practices of TWSE/TPEx-
listed companies and the
reasons for such differences
Yes No Abstract
For continuing study, please refer to page 40.
7. Implementation of risk management policies and risk
measurement standards, implementation of customer
policies: The Company formulates various internal rules
and regulations according to law, and carries out various
risk management and assessment.
8. Liability of directors and supervisors: The Company has
insured the directors against liability.
9.
Please provide information on the results of the corporate governance assessment released by the Corporate Governance Center of the
Taiwan Stock Exchange Corporation in the most recent year, as well as the priorities and measures for improvement for those companies that
have not yet improved.
As of the date of publication of the Annual Report, the results of the 2025 Corporate Governance Review have not been released.

2025 Director Continuing Education:

Title Name Date Organizer Course Name Hours
Director Chen,
Shyan-
Tser
2025/06/27 Taiwan Institution of
Directors
Trump 2.0: Impacts on Global
Politics and Economy, U.S.–China
Strategic Competition, and Taiwan
3
2025/12/10 Corporate Governance
Association
Corporate Control Contests and
Directors’ Duties
3
2025/12/16 Corporate Governance
Association
Protection of Trade Secrets and Non-
Compete Obligations
3
Director Chen,
Hung-
Wen
2025/12/10 Corporate Governance
Association
Corporate Control Contests and
Directors’ Duties
3
2025/12/16 Corporate Governance
Association
Protection of Trade Secrets and Non-
Compete Obligations
3
Representative
of Corporate
Director
Tsai,
Kao-
Chung
2025/12/10 Corporate Governance
Association
Corporate Control Contests and
Directors’ Duties
3
2025/12/16 Corporate Governance
Association
Protection of Trade Secrets and Non-
Compete Obligations
3
Representative
of Corporate
Director
Brittany
Way
2025/03/07 Securities & Futures
Institution
What Directors and Supervisors
Must Know to Protect Themselves:
Understanding How Offenders
Exploit Unconventional Transactions
and Related Party Transactions
3
Independent
Director
Chao,
Ying-
Chen
2025/12/10 Corporate Governance
Association
Corporate Control Contests and
Directors’ Duties
3
2025/12/16 Corporate Governance
Association
Protection of Trade Secrets and Non-
Compete Obligations
3
Independent
Director
Way,
Tzong
Der
2025/12/10 Corporate Governance
Association
Corporate Control Contests and
Directors’ Duties
3
2025/12/16 Corporate Governance
Association
Protection of Trade Secrets and Non-
Compete Obligations
3
Independent
Director
Wen,
Kuo-Lan
2025/12/10 Corporate Governance
Association
Corporate Control Contests and
Directors’ Duties
3
2025/12/16 Corporate Governance
Association
Protection of Trade Secrets and Non-
Compete Obligations
3
Independent
Director
Tsang,
Kwok-
Wah
2025/12/10 Corporate Governance
Association
Corporate Control Contests and
Directors’ Duties
3
2025/12/16 Corporate Governance
Association
Protection of Trade Secrets and Non-
Compete Obligations
3

38

(4) If the Company Has Established a Compensation Committee, Disclose Its Composition, Responsibilities, and Operations:

1. Compensation Committee Member Information

Identity
Name
Conditions
Identity
Name
Conditions
Professional qualifications
and experience

Independence
Number of other
public
companies where
he/she is also a
member of the
compensation
committee
Independent
Director
Way, Tzong
Der
1. Member
of
the
Audit
Committee who is at least a
lecturer from a public or
private college or university
with a degree in business,
law, finance, accounting or a
related discipline required
for corporate business. For
professional
qualifications
and experience, please refer
to the main qualifications of
directors and supervisors on
pages 8~10.
2. None of the circumstances
described in Article 30 of the
Company Act
3. Years of experience: 0~3
years
Refer to pages 9~10 for
Director and Supervisor
information.
0
Independent
Director
(Convener)
Chao, Ying-
Chen
1. Experience in business, law,
finance,
accounting
or
corporate
business.
For
professional
qualifications
and experience, please refer
to the main qualifications of
directors and supervisors on
pages 8~10.
2. None of the circumstances
described in Article 30 of the
Company Act
3. Years of experience: 0~3
years
Refer to pages 9~10 for
Director and Supervisor
information.
0
Remuneration
Committee
Members
Wen, Kuo-
Lan
1. Experience in business, law,
finance,
accounting
or
corporate
business.
For
professional
qualifications
and experience, please refer
to the main qualifications of
directors and supervisors on
pages 8~10.
2. None of the circumstances
described in Article 30 of the
Company Act
3. Years of experience: 0~3
years
Refer to pages 9~10 for
Director and Supervisor
information.
0

39

2. Compensation Committee Meeting Information

  • (1) The Company's Compensation Committee has 3 members.

  • (2) Term of current members: June 12, 2023 to June 11, 2026.

  • From fiscal year 2025 through the Annual Report print date of 2026, the Compensation Committee held 7 meetings (A). Member attendance is as follows:

Title Name Actual
number of
attendance
(B)
Attendance by
proxy
Actual
attendance rate
(%)(B/A)
Note
Members Way,TzongDer 7 0 100%
Convener Chao,Ying-Chen 7 0 100%
Members Wen,Kuo-Lan 7 0 100%
Other matters to be noted:
1. If the Board of Directors of Directors does not adopt or amend the recommendation of the
Compensation Committee, the Board of Directors of Directors shall state the date, period,
content of the motion, the result of the Board of Directors of Directors' resolution and the
Company's treatment of the recommendation of the Compensation Committee (if the Board of
Directors of Directors' approved compensation is superior to the recommendation of the
Compensation Committee, the Board of Directors of Directors shall state the date, period,
content of the motion, the result of the Board of Directors of Directors' resolution and the
Company's treatment of the recommendation of the Compensation Committee): None.
2. If any Members of the Compensation Committee oppose or reserve their opinions on the
resolutions of the Compensation Committee and there are records or written statements, the date
of the Compensation Committee, the period, the content of the motion, all Members' comments,
and the handlingof Members' comments shall be stated: None.

3. Discussion Items and Resolutions of the Compensation Committee

Date/Term Motions All Members' Comments
and the Company's
Handling of Members'
Comments
2025/03/17
(The first time in
2025)
1. Discussion on the non-distribution of
2024 directors’ and employees’
remuneration
2. Chief Financial Officer’s compensation
All attending members
approved the proposa
2025/05/12
(The second time in
2025)
1. Amendment to the Company’s Policy
for Directors’ Remuneration
All attending members
approved the proposa
2025/08/29
(The third time in
2025)
1. Approval of the compensation for the
Company’s Chief Accounting Officer
All attending members
approved the proposa
2025/09/03
(The fourth time in
2025)
1. Approval of the severance compensation
for the former Chief Financial Officer
2. Approval of the compensation for the
Company’s Chief Financial Officer
All attending members
approved the proposa
2025/09/30
(The fifth time in
1. Approval of the list of recipients for the
Company’s 2025 Employee Stock
All attending members
approved theproposa

40

2025) Options
2025/12/26
(The sixth time in
2025)
1. Amendment to the Company’s Policy
for Directors’ Remuneration
2. Approval of the Chairman’s
compensation
3. Approval of the former Chief Executive
Officer’s salary for December 2025
4. Approval of the Chairman’s
compensation while concurrently
serving as Acting Chief Executive
Officer
All attending members
approved the proposa
2026/01/22
(The first time in
2026)
1. Approval of the compensation for the
Chief Accounting Officer
All attending members
approved the proposa

41

(5) Implementation of Sustainable Development and Reasons for Any Differences from the Sustainable Development Best Practice Principles for Listed Companies

Items Operations Operations Operations Differences with
the Code of
Practice for
Sustainable
Development of
TWSE/TPEx-
Listed
Companies and
the Reasons for
Such
Differences
Yes No Abstract
1. Does the Company
have a governance
structure to promote
sustainable
development and a
dedicated (and part-
time) unit to promote
sustainable
development that is
handled by senior
management
authorized by the
Board of Directors of
Directors and
supervised by the
Board of Directors of
Directors?
The Board of Directors of Directors of the Company adopted the "Code
of Practice for Sustainable Development", with the Chairman as the
moderator of the sustainable development project plan, and designated
the Department of Finance and Administration Management as the part-
time unit to promote sustainable development, and set up an ESG
project group to be responsible for the formulation and implementation
of sustainable development policies, systems or related management
guidelines and specific promotion plans.
No significant
difference
2. Does the company
conduct risk
assessments on
environmental, social
and corporate
governance issues
related to its
operations in
accordance with the
principle of
materiality, and has it
formulated relevant
risk management
policies or strategies?
1. The Company's identification of material topics is based on the
assessment of the "impact on business operations" and "likelihood of
occurrence". The risk assessment boundary is based on the economic,
environmental and social information of the Company's major
operating locations in Taiwan, the United States, and Chengdu, China.
Based on the principle of materiality, the risk assessment of
environmental, social and corporate governance issues related to the
operation of the company is conducted as a reference for risk
management and business strategy.
2. The Company conducts analysis based on the material principle of the
Sustainability report and communicates with internal and external
stakeholders. The Company also reviews domestic and international
research reports, integrates data reference of various departments and
subsidiaries and international sustainability norms and standards
(GRI standards,SASB,TCFD), and formulates risk management
policies for effective identification, measurement, evaluation,
supervision and control, and takes specific action plans to reduce the
impact of related risks.
3. Based on the assessment, relevant risk management strategies are
formulated as follows:
Significant
issues
Risk
assessment
items
The Company's
countermeasures and strategies
Corporate
Governance
Law
compliance
•Set up a legal compliance
department to deal with the
business of compliance, and
update the latest legal
developments in various
countries in a timely manner
No significant
difference
Significant
issues
Risk
assessment
items
The Company's
countermeasures and strategies
Corporate
Governance
Law
compliance
•Set up a legal compliance
department to deal with the
business of compliance, and
update the latest legal
developments in various
countries in a timely manner

42

Items Operations Operations Operations Differences with
the Code of
Practice for
Sustainable
Development of
TWSE/TPEx-
Listed
Companies and
the Reasons for
Such
Differences
Yes No Abstract
•In order to strengthen
compliance with regulations,
Polaris Pharmaceutical has set
up a part-time integrity unit
under the Board of Directors
of Directors, which is
responsible for promoting the
Company's integrity
management and compliance
with laws and regulations and
other corporate governance
matters
•Establish internal controls for
integrity management in
accordance with the
Company's business strategy
of integrity and ethical values,
in line with the legal system
•Plan the internal organization,
establishment and
management, and set up a
mutual supervision and
balance mechanism for
business activities with high
risk of dishonest behavior
within the business scope
•Promote and coordinate
integrity policy advocacy
training
•A whistleblowing system shall
be established and supervised
jointly by interested parties
Corporate
Governance
Information
security
•Clearly define the functions
and responsibilities of the
information department, and
control the development and
modification permissions of
the system and programs
•Program and data access
control files and devices are
subject to rigorous security
control
•Systematically divide
business information
accessible to R&D and
clinical staff
•Improve the internal control
of information security and
strengthen the division of
responsibilities between the

43

Items Operations Operations Operations Differences with
the Code of
Practice for
Sustainable
Development of
TWSE/TPEx-
Listed
Companies and
the Reasons for
Such
Differences
Yes No Abstract
information department and
the user department
•Conduct risk assessment for
information and network
security, install network
security equipment, firewalls
and security software in
computer systems to reduce
information security concerns
Product aspect Innovative
management
•Sign joint research and
development agreements with
research institutions to expand
drug indications
•Set up a dedicated unit to
manage the distribution and
validity of patent rights
•Sign confidentiality
agreements with practitioners
to ensure that business secrets
are properly protected, de-
identify research and
development information, and
strictly control accessible
personnel
Product aspect Customer
health
and
safety/drug
safety/clinical
trials
•Develop a series of
procedures to select external
commissioned research
organization (CROs) to
commission clinical trials,
experimental research and
development or drug
development consulting
services according to the
needs of each clinical trial
•Comply with cGMP
pharmaceutical factory
specifications
•Establish a drug safety
monitoring system
•Establish a quality
management system
•Personnel are qualified and
properly trained and
supervised by a third party
independent body
Product aspect Fraudulent
medicine
•After the drug is launched, the
drug will be sold to medical
institutions through a
proprietary channel to ensure
that the sales process is fully

44

Items Operations Operations Operations Differences with
the Code of
Practice for
Sustainable
Development of
TWSE/TPEx-
Listed
Companies and
the Reasons for
Such
Differences
Yes No Abstract
tracked
Product aspect Drug access •Improve drug manufacturing
in the new drug development
phase to reduce research and
development costs
•Actively expand drug
indications in the clinical
development stage. and apply
for mercy therapy to treat
patients with rare diseases
•Vertically integrate industrial
chain in the production and
manufacturing stage, and
strictly check in each stage
•In the future, a dedicated sales
channel will be set up after
the drug is launched to
stabilize market supply
•Plan short -, medium - and
long-term drug license
application programs around
the world during the drug
license application phase to
expand equal access to health
care for patients worldwide
•Planning for off-label use in
the drug acquisition phase
allows physicians to deliver
ADI-PEG 20 to appropriate
patients based on their
professional judgment to
achieve precision medicine
Social Aspect Talent
attraction and
retention
•Sign industry-university
cooperation with schools to
recruit professional talents
•Provide excellent
compensation and benefits
•Formulate Training
Management Procedures to
construct staff education and
training
•Provide multiple appealing
channels such as
announcements, appeal forms,
senior officer's mailboxes,
holding management
meetings, etc., to promote
two-way communication
between employers and
employees

45

Items Operations Operations Operations Differences with
the Code of
Practice for
Sustainable
Development of
TWSE/TPEx-
Listed
Companies and
the Reasons for
Such
Differences
Yes No Abstract
Social Aspect OHS •Introduce an occupational
safety and health management
system and implement
multiple management
mechanisms, such as hazard
identification and risk
assessment, workplace safety
and accident prevention
mechanisms, and contractor
safety management
•Regular health checks for all
employees
•Provide SOP training on
workplace safety management
for new employees upon entry
3. Environmental Issues
(1)
Has the company
established an
appropriate
environmental
management system
in accordance with
its industrial
characteristics?
The Company has relevant regulations for quality management, safety
and health, and environmental protection, and complies with the
inspection standards of relevant authorities.
No significant
difference
(2)
Is the Company
committed to
improving energy
efficiency and using
recycled materials
with low impact on
the environment?
1. In response to the global climate change issue, the Company attaches
importance to energy management, responds to the government's
promotion of environmental protection and energy-saving policies,
and implements energy-saving and carbon reduction measures to
improve energy efficiency and reduce greenhouse gas emissions. In
order to make the best use of various resources, the Company
promotes and implements electronic form system, resource waste
classification, recycling and reduction activities, and implements the
use of recycled paper, and improves the utilization efficiency of
various resources.
2. Because the biotechnology industry is characterized by high
technology and low pollution, it is less likely to use materials that
have impact on environmental load.
No significant
difference
(3)
Does the Company
assess the potential
risks and
opportunities of
climate change for
the company now
and in the future,
and take relevant
measures in
response?
1. The Company is in the new drug research and development industry
and is actively facing the impact of climate change. The company
assesses climate risks and opportunities in accordance with the
recommendations of the TCFD Guidelines and reports climate
management progress to the Chairman by the ESG Project Group.
2. Based on the degree of impact and likelihood of occurrence of the
risks, the company identified two major climate-related risks as
"increase in raw material costs" and "increase in average
temperature", and therefore prioritized the development of response
strategies and mitigation and adaptation actions.
No significant
difference
(4)
Has the Company
compiled statistics
on greenhouse gas
1. The Company is a new drug research and development industry, not
a highly energy intensive industry, and does not set or use facilities
that produce a large amount of greenhouse gases. In order to achieve
No significant
difference

46

Items Operations Operations Operations Differences with
the Code of
Practice for
Sustainable
Development of
TWSE/TPEx-
Listed
Companies and
the Reasons for
Such
Differences
Yes No Abstract
emissions, water
consumption and
total weight of
waste in the past
two years, and
formulated policies
for greenhouse gas
reduction, water use
reduction or other
waste management?
the goal of sustainable development, the Company has formulated
policies on energy conservation, greenhouse gas reduction and waste
management, and has promoted energy conservation and carbon
reduction activities in the office area, and encouraged waste
classification and recycling, thus reducing the impact on the
environment.
2. As a result of the expansion of operations, greenhouse gas emissions
have shown an upward trend in the past three years. Greenhouse gas
emissions and water consumption are publicly disclosed in the
Sustainability Report.
4. Social Issues
(1)
Has the Company
established relevant
management
policies and
procedures in
accordance with
relevant laws and
regulations and
international human
rights conventions?
1. The Company adheres to the principle of safeguarding the basic
human rights of its employees and proclaims its support for the
principles enshrined in international human rights conventions such
as the United Nations Universal Declaration of Human Rights, the
United Nations Guiding Principles on Business and Human Rights,
the United Nations Global Covenant and the United Nations
International Labor Organization. In this way, the "Employee
Manual",
"Regulations
Governing
Recruitment/Appointment",
"Regulations
Governing
Sexual
Harassment
Prevention",
"Regulations Governing Employee Complaint" and other documents
are formulated, which clearly state the content of human rights
commitments and related management principles.
2. For the work rights and interests of female colleagues, there are
relevant protection norms in the work regulations to protect the
relatively disadvantaged female colleagues. The Company's
personnel management rules and regulations are in accordance with
local laws and regulations, and all employees have clear and fair
employment
policies
on
attendance,
assessment,
awards,
punishments and training, and good labor-management relations.
3. Human Rights Risk Management Measures
Human right issues
Objectives
Non-
disorimination
Recruitment content is
non-discriminatory
Disputes over work
environment
Recruitment content
is non-discriminatory
No disputes over
work environment
Sexual
harassment
Sexual harassment in
workplace
Sexual harassment
workplace: 0
Young worker
No child labor of
minimum employment
age is employed
Young workers are not
engaged in dangerous or
harmful work
Employment of
workers (under 15
years old): 0
Young worker (under
18 years of age)
In dangerous
positions: 0
No significant
difference
Human right issues Objectives
Non-
disorimination
Recruitment content is
non-discriminatory
Disputes over work
environment
Recruitment content
is non-discriminatory
No disputes over
work environment
Sexual
harassment
Sexual harassment in
workplace
Sexual harassment
workplace: 0
Young worker No child labor of
minimum employment
age is employed
Young workers are not
engaged in dangerous or
harmful work
Employment of
workers (under 15
years old): 0
Young worker (under
18 years of age)
In dangerous
positions: 0

47

Items Operations Differences with
the Code of
Practice for
Sustainable
Development of
TWSE/TPEx-
Listed
Companies and
the Reasons for
Such
Differences
Yes No Abstract
Notice of
changes to
operating
activities
The notice period for
termination of the
contract of employment
under Article 12 or 13 of
the Code of Conduct of
Employee is as follows:
1. For those who have
been working for
three months to less
than one year, notice
shall be given ten
days before.
2. For those who have
been working for
more than one year
and less than three
years, notice shall be
given before 20 days.
3. For those who
continue to work for
more than three
years, notice shall be
given 30 days in
advance.
Give notice to the
employee within the
prescribed time for
termination of the
contract of
employment
(2)
Has the Company
established and
implemented
reasonable
employee welfare
measures (including
salary, vacation and
other benefits) and
appropriately
reflected business
performance or
results in employee
compensation?
The Company will make reference to the compensation system
according to the industrial characteristics, market conditions and future
development, and provide appropriate rewards to employees with
contributions according to the achievement of operational objectives
and the results of employee performance appraisal. Employees are
encouraged to create operational performance and long-term value
together with the Company through incentive mechanisms such as stock
options. The Company's promotion of employee welfare and workplace
diversity and equality measures are disclosed in the Sustainability
Report and the Company's website.
Employee welfare measures, including compensation, leave and other
benefits, and appropriately include business performance in employee
compensation:
No significant
difference

48

Items Operations Differences with
the Code of
Practice for
Sustainable
Development of
TWSE/TPEx-
Listed
Companies and
the Reasons for
Such
Differences
Yes No Abstract
1. Remuneration Committee: responsible for the policy, system,
standard and structure of remuneration.
2. Performance evaluation and management: Perform performance
evaluation every year, and use the evaluation results as the basis for
promotion, salary adjustment, bonus and remuneration. Perform
performance evaluation every year, and use the evaluation results as
the basis for promotion, salary adjustment, bonus and remuneration.
(3)
Does the Company
provide a safe and
healthy working
environment for
employees and
implement safety
and health
education for
employees on a
regular basis?
1. The Company is committed to improving the safety and health of
employees at work. Each operating point has established an
occupational safety and health management system according to the
relevant local laws and regulations, and regularly inspects and
maintains the safety and health of the working environment to reduce
the harm of the working environment to the safety and health of
employees. No occupational accidents occurred in 2023. Personnel
entering the laboratory should wear laboratory clothes and shoes to
avoid chemical or microbial operation, so as to maintain the work
safety of operators. Conduct regular staff health check, care for staff
health.
2. Personnel who are exposed to noise, dust or chemical poisons are
required to be equipped with protective measures and receive relevant
training.
3. No occupational accidents occurred in the year 2025.
4. No fire incidents occurred in the year 2025.
(4)
Has the Company
established an
effective career
development
training program for
employees?
The Company will, depending on the individual's situation, encourage
continuing study and establish effective career ability development
training. Every employee has access to the training resources provided
by the company since joining the company through systematic training
planning, such as new staff training, on-the-job training, professional
training. to help employees of different positions and ranks to deepen
their professional fields and improve management functions.
The Company's current training program is divided into three
categories:
1. Pre-job education and training: All new employees will be instructed
with company history, organization overview, corporate cultures and
core values, welfare policies and get familiar with personnel of each
division.
2. Professional course training: For professional pre-job education and
training, the employing department shall formulate an individual
training plan for employees according to the expertise and work
needs of new employees, and provide courses that meet the needs of
employees to strengthen their professional knowledge and skills.
Professional pre-job education and training are formulated by the
employing department according to the expertise and work needs of
new employees, creating an individualized training plan for
employees. This provides courses that meet the needs of employees
to enhance their professional knowledge and skills.
No significant
difference

49

Items Operations Differences with
the Code of
Practice for
Sustainable
Development of
TWSE/TPEx-
Listed
Companies and
the Reasons for
Such
Differences
Yes No Abstract
3. On-the-job training: In addition to providing expatriate opportunities
for qualified employees, employees are also encouraged to participate
in professional training, lectures or further study courses organized
by training institutions at home and abroad.
(5)
Does the Company
comply with
relevant laws and
regulations and
international
standards regarding
customer health and
safety, customer
privacy, marketing
and labeling of
products and
services, and has it
established relevant
policies and
grievance
procedures to
protect the rights of
consumers or
customers?
The Company's products are still in the research and development stage
and have not yet been sold. The Company follows clinical trial, drug
manufacturing regulations and relevant international standards with
high specifications and rigorous standards for drug safety/clinical trials
to ensure the health and safety of subjects and users; in addition, a
special area for stakeholders is set up on the website to provide channels
for questions, complaints or suggestions, and properly handle and
respond to the principle of good faith to protect the rights and interests
of stakeholders.
No significant
difference
(6)
Has the Company
established a
supplier
management policy
that requires
suppliers to comply
with relevant
regulations on
environmental
protection,
occupational safety
and health, or labor
human rights, and
the status of
implementation?
The Company follows current Good Manufacturing Practice (current
Good Manufacturing Practice; cGMP) to develop Supplier Quality
Control and Monitoring Procedures. From raw materials to testing,
cleaning services, and even the logistics operators who transport raw
materials to the company, any supplier involved in the Company's
industrial chain is subject to this quality control process, in order to
jointly establish a quality and stable long-term cooperation relationship.
The Company will pay attention to this in the future contract with major
suppliers and will gradually promote the handling
Plan to
gradually
promote in the
future.

50

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Differences with
Operations
the Code of
Practice for
Sustainable
Development of
Items TWSE/TPEx-
Yes No Abstract Listed
Companies and
the Reasons for
Such
Differences
5. Has the Company ✓ The Company prepared the Corporate Sustainability Report in Plan to
made reference to accordance with the GRI standards issued by the Global Reporting gradually
international Initiative (GRI), and the relevant information is disclosed on the promote in the
standards or Company's website and MOPS; however, the aforementioned report has future.
guidelines for the not obtained any third-party verification or assurance.
preparation of reports,
such as perpetual
reports, which
disclose non-financial
information about the
Company? Has the
Company obtained
any third-party
verification or
assurance on the
aforementioned
reports?
6. If the Company has its own code of practice for sustainable development in accordance with the "Code of Practice for
Sustainable Development of TWSE/TPEx-Listed Companies", please describe the differences between its operation and the
code: The Company has formulated the "Code of Practice for Sustainable Development" based on the "Code of Practice for
Sustainable Development of TWSE/TPEx-Listed Companies".
7. Other important information to help understand the implementation of sustainable development: None
----- End of picture text -----

Climate-Related Information Implementation

Items Implementation
1.
Explain the oversight and
governance of climate-related
risks and opportunities by the
Board of Directors and
management.
The Company's Board of Directors regularly reviews significant risks at the group
level, including operational risks at the subsidiary level that may arise from climate
policies, extreme weather, or the transition to a low-carbon economy. Management
is responsible for integrating the group's climate-related risk identification,
response, and management mechanisms, and reporting to the Board of Directors.
2.
Explain how the identified
climate risks and
opportunities affect the
company's business, strategy,
and financials.
(Short-term, medium-term,
long-term).
The Company, focusing on new drug research and development, is currently in the
research and clinical stages with no large-scale production activities. In the short
term, greenhouse gas emissions are extremely low, and the direct impact of climate
change on operations and finance is limited.
In the mid to long term, as drugs enter the commercialization stage, areas such as
manufacturing, supply chain, and regulatory compliance may face carbon
management requirements, changes in climate policies, and pressures of a low-
carbon economy, which could impact strategies related to cost, risk management,
and partner selection.
The company will continue to evaluate the potential impact of climate risks on the
transformation of R&D outcomes, investment decisions, and financial structure as
a reference for strategic adjustments.
3.
Describe the impact of
extreme climate events and
transition actions on
The Company has never experienced operational disruptions or significant losses
due to extreme climate events; currently, the financial impact of extreme climate
events on the Company is extremely low.

51

financials. However, with global policies gradually moving towards a low-carbon economy, if
future regulations such as carbon pricing and sustainable financial norms extend to
R&D enterprises, they may indirectly impact funding costs. The company has
initially established relevant risk identification mechanisms and incorporated them
as references in long-term strategies and resource allocation.
4.
Explain how the
identification, assessment,
and management process of
climate risks are integrated
into the overall risk
management system.
The Company has included climate change as one of the risk identification items
and incorporated it into the overall risk management framework for supervision and
management.
The management conducts an annual risk assessment of the internal and external
operating environment of the group, including aspects such as regulatory changes,
industry trends, difficulty in obtaining capital, and reputational risk. Appropriate
response strategies are proposed based on the operational progress of the
subsidiaries.
In the future, if entering the production or commercialization stage, a more detailed
carbon risk assessment mechanism will be gradually introduced and integrated with
the internal control system to establish a forward-looking and resilient climate
management mechanism.
5.
If scenario analysis is used to
assess resilience to climate
change risks, the scenarios,
parameters, assumptions,
analysis factors, and major
financial impacts used should
be explained.
The Company has not yet conducted a comprehensive climate scenario analysis,
primarily because it has not yet entered the large-scale production and supply stage
following drug approval, resulting in very low overall carbon emissions and climate
risk exposure.
The timeline and location for future entry into mass production will refer to
international standards for climate scenario construction and assess the resilience
to potential changes in operating costs, financing conditions, and law compliance
under different emission scenarios.
6.
If there is a transition plan to
manage climate-related risks,
explain the content of the
plan, as well as the metrics
and objectives used to
identify and manage physical
and transition risks.
The Company has not yet implemented a comprehensive climate risk transition
plan, but has begun exploring feasible future carbon management and green R&D
strategies. These include prioritizing energy-saving technology platforms and
principles for selecting sustainable suppliers to enhance climate resilience in future
mass production stages. Relevant objectives and management methods will be
progressively developed in line with the Company's operational development
stages.
7.
If internal carbon pricing is
used as a planning tool, the
basis for price determination
shall be explained.
The Company has not yet implemented an internal carbon pricing system and plans
to gradually promote it in the future.
8.
If climate-related objectives
are set, the activities covered,
the scope of greenhouse gas
emissions, the planning
period, and the annual
progress should be explained;
if carbon offsets or renewable
energy certificates (RECs)
are used to achieve the
relevant objectives, the
source and amount of carbon
offsets or the amount of
RECs should be explained.
As the Company has no physical production and logistics operations, greenhouse
gas emissions are extremely low. Therefore, no specific carbon reduction objectives
have been established, and there is no need to use carbon offsets or renewable
energy certificates (RECs). The Company has planned to gradually establish
measurable and verifiable environmental performance indicators to facilitate future
greenhouse gas disclosure and reduction objectives design.
9.
Greenhouse gas inventory
and assurance status, along
with reduction objectives,
strategies, and specific action
plans.
The Company recognizes that greenhouse gas management has become one of the
global sustainability standards in the pharmaceutical industry. In the future, it will
plan to implement phased inventory operations based on the progress of its
operations and regulatory trends, and formulate corresponding reduction strategies
according to different areas and operational scales, enhancing the overall ESG
responsiveness of the group.

Greenhouse Gas Inventory and Assurance in the Most Recent Two Years

52

Detail the greenhouse gas emissions for the last two years (tons of CO2e), intensity (tons of CO2e/million), and the data coverage scope.

As the ultimate parent company, Polaris Group itself has no physical operating facilities and therefore does not emit greenhouse gases.

Greenhouse Gas (GHG) Inventory and Assurance Status for the Past Two Years

Please specify the company’s greenhouse gas (GHG) emissions (in metric tons of CO₂e), emissions intensity (metric tons of CO₂e per NT$1 million), and the scope of data coverage for the most recent two years.

Polaris Group conducts its greenhouse gas inventory in accordance with the Greenhouse Gas Protocol. As the ultimate parent company, Polaris Group commenced standalone greenhouse gas inventory operations in 2024. Beginning in 2025, Polaris Group conducts annual greenhouse gas emissions inventories covering all subsidiaries within the scope of its consolidated financial statements in order to monitor the Group’s overall greenhouse gas usage and emissions.

The emissions data for 2025 were compiled and internally reviewed in accordance with the applicable inventory standards and have not yet been assured by an independent third-party institution.

2025 2025 2024 2024
Emissions (tCO₂e) Emissions
intensity (tCO₂e
per NT$ million
in revenue)
Emissions (tCO₂e) Emissions
intensity (tCO₂e
per NT$ million in
revenue)
The Company Scope 1
Direct GHG emissions
(Note 1)
- -
Scope 2
Indirect GHG emissions
(Note 2)
- -
Sub-total - -
all subsidiaries
included in the
consolidated
financial
statements
Scope 1
Direct GHG emissions
( Note 1)
3,708.2751
Scope 2
Indirect GHG emissions
( Note 2)
7,529.5937
Sub-total 11,237.8688
Total - -

Note 1 Emissions directly from sources owned or controlled by the company. Note 2 Indirect greenhouse gas (GHG) emissions from the consumption of purchased electricity, heat, or steam.

53

(6) Implementation of Integrity Management and Reasons for Any Differences from the Integrity Management Best Practice Principles for Listed Companies

Assessment items Operations Operations Operations Differences from the Code
of Conduct for Integrity
Management of
TWSE/TPEx-listed
Companies and the
reasons
Yes No Abstract
1.
Formulation of policies and programs
for integrity management
(1)
Has the Company formulated an
integrity management policy approved
by the Board of Directors of Directors,
and has the policy and practices of
integrity management been clearly
stated in the Articles of Incorporation
and external documents, as well as the
commitment of the Board of Directors
of Directors and the senior management
to actively implement the management
policy?

The Company has formulated the "Code of
Conduct
for
Integrity
Management",
"Operating Procedures and Guidelines for
Integrity Management" and "Code of Ethical
Conduct" to govern the Company's policy on
ethical practices. It also specifies that
employees, managers and directors do know
and comply with the provisions of the laws and
regulations and do enforce them. The directors,
managers and employees shall comply with the
relevant laws and regulations of the Company
Act and the Securities Exchange Act, and
implement
the
principle
of
integrity
management.













No significant difference.
(2)
Has the Company set up a mechanism
to assess the risk of dishonest conduct,
regularly analyze and evaluate the
business activities within the scope of
business that have a higher risk of
dishonest conduct, and accordingly,
formulate a plan to prevent dishonest
conduct, and at least cover the
preventive measures for the conducts
mentioned in Item 2 of Article 7 of the
"Code of Conduct for Integrity
Management of Listed Companies"?
The Company has formulated the "Code of
Conduct
for
Integrity
Management",
"Operating Procedures and Guidelines for
Integrity Management",, which specifies the
plan to prevent dishonest conduct, and
evaluates the business activities with high risk
of dishonest conduct within the business scope,
and specifies that illegal political donations are
not provided, bribery and acceptance of bribes
are strictly prohibited, and relevant preventive
measures are strengthened.










No significant difference.
(3)
Does the Company specify the
operating procedures, guidelines for
conduct, disciplinary and grievance
systems for non-compliance in the plan
to prevent dishonest conduct, and
implement them, and regularly review
and revise the aforementioned plan?
The Company has formulated the "Code of
Conduct
for
Integrity
Management",
"Operating Procedures and Guidelines for
Integrity Management",, which clearly defines
the program to prevent dishonest behavior,
including operating procedures and conduct
guidelines, reward as well as punishment
system and appeal system, and implement it
andreview andreviseitregularly.








No significant difference.
2.
Implementation of integrity management
(1)
Does the Company evaluate the
integrity records of its customers and
specify the terms of integrity behavior
in the contracts signed between the
Company and its customers?

The Company has a high degree of self-
discipline and has never engaged in business
activities that are unlawful or for any other
purpose; it evaluates the integrity records of its
customers before dealing with them.



No significant difference.
(2)
Has the Company established a
dedicated unit under the Board of
Directors of Directors to promote
ethical corporate management and
report to the Board of Directors of
Directors on a regular basis (at least
once a year) on its ethical management
policies and plans to prevent dishonest
practices and monitor their
implementation?
The Company has established a part-time unit
(Department of Finance and Administrative
Management designated) under the Board of
Directors
of
Directors
for
integrity
management and prevention.




No significant difference.

54

Assessment items Operations Operations Operations Differences from the Code
of Conduct for Integrity
Management of
TWSE/TPEx-listed
Companies and the
reasons
Yes No Abstract
(3)
Does the Company have a conflict-of-
interest prevention policy, provide
appropriate channels of representation,
and implement them?
The Company has established the "Code of
Conduct
for
Integrity
Management",
"Operating Procedures and Guidelines for
Integrity Management", and set up a special
area for stakeholders on the Company's
website and provide channels for employees
and externalcomplaints.






No significant difference.
(4)
Has the Company established an
effective accounting system and
internal control system for the
implementation of integrity
management, and has the internal audit
unit prepared an audit plan based on the
assessment of the risk of dishonest acts,
and checked the compliance of the plan
to prevent dishonest acts or appoint an
accountant to performthe audit?

In order to ensure the implementation of
integrity management, the Company has
established an effective internal control system
and accounting system, and the internal audit
unit has formulated an internal audit plan,
according to which various audits are carried
out, and submitted the audit results and
subsequent improvement plans to the Board of
Directors of Directors and management to
implement the auditresults.









No significant difference.
(5)
Does the Company regularly conduct
internal and external education and
training on integrity management?
The Company places emphasis on the
implementation of the principle of integrity by
all employees in its daily operations, and holds
meetings from time to time to promote the
principle.




No significant difference.
3.
Operation of the Company's
whistleblower system
1.
Has the Company established a specific
whistleblower and reward system,
established a convenient whistleblower
channel, and assigned appropriate staff
to handle whistleblowers?
The company has a whistleblowing system,
including whistleblowing matters and reward
system, and has a whistleblowing mailbox and
whistleblowing hotline. The acceptance unit
for the subject of the prosecution is the audit
room.





No significant difference.
2.
Has the Company established standard
operating procedures for the
investigation of whistleblowing
matters, follow-up measures to be taken
after the completion of the investigation
and the relevant confidentiality
mechanism?


After the Audit Office accepts the complaint,
the person involved in the case shall report it to
the chairman or independent director, and the
complaint involving a director or senior
supervisor shall be reported to the Audit
Committee for investigation. The company
keeps the identity of the whistleblower and the
contents of the whistleblower confidential, and
allows
the
whistleblower
to
report
anonymously. After the investigation is
completed,
the
files
are
classified
as
confidential files and encrypted protection.











No significant difference.
3.
Does the Company take measures to
protect whistleblowers from improper
treatment as a result of whistleblowing?

The Company's whistleblower system has
established
relevant
provisions
for
the
protection of whistleblowers, and the identity
of whistleblowers and the contents of
whistleblowers are kept confidential to ensure
that whistleblowers are not improperly handled
due to the whistleblowers.






No significant difference.
4.
Enhance Information Disclosure
Does the Company disclose the content
and effectiveness of its Code of Conduct
for Integrity Manageemnt on its website
and MOPS?



The Company has formulated various integrity
management systems and implemented the
disclosure of relevant information on its
website to provide the public with access at
any time




No significant difference.
5.
If the Company has its own Code of Conduct for Integrity Management in accordance with the "Code of Conduct for Integrity
Management of Listed Companies", please describe the difference between its operation and the code: The Company has
formulated a Code of Conduct for Integrity Management. At present, the internal operations of the Company continue to be
handled in accordance with the provisions of the Code, and there is no material difference from the content of the Code.

55

Assessment items Operations Operations Operations Differences from the Code
of Conduct for Integrity
Management of
TWSE/TPEx-listed
Companies and the
reasons
Yes No Abstract
6.
Other important information that is helpful to understand the Company's integrity management: In addition to the Company's Code
of Conduct for Integrity Management, the Company has other internal regulations (e.g., prevention of insider trading). In addition,
the Company arranges directors to participate in corporate governance courses and periodically promotes integrity management
policies to employees.
  • (7) Other Important Information to Enhance Understanding of Corporate Governance Operations

Please refer to the Company's website: http://www.polarispharma.com/investors/

56

  • (8) Status of Internal Control System Implementation

  • Internal Control Statement

Polaris Pharmaceuticals Group Co., Ltd. Internal Control System Statement

Date: March 11, 2026

Based on the results of its self-assessment, the Company hereby declares the following regarding its internal control system for the fiscal year ended December 31, 2025:

  • I. The Company acknowledges that establishing, implementing, and maintaining an internal control system is the responsibility of the Board of Directors and management. The Company has established such a system, with the purpose of providing reasonable assurance of achieving objectives related to: the effectiveness and efficiency of operations (including profitability, performance, and asset safeguarding); the reliability, timeliness, transparency, and compliance of reporting with applicable standards and regulations; and adherence to relevant laws and regulations.

  • II. An internal control system has inherent limitations. No matter how well-designed, an effective internal control system can only provide reasonable assurance of achieving the above three categories of objectives. Furthermore, due to changes in environment and circumstances, the effectiveness of an internal control system may change accordingly. However, the Company's internal control system incorporates a self-monitoring mechanism; once deficiencies are identified, the Company will take corrective action.

  • III. The Company has evaluated the design and operating effectiveness of its internal control system pursuant to the criteria for assessing internal control system effectiveness specified in the Regulations Governing the Establishment of Internal Control Systems by Public Companies (hereinafter the 'Regulations'). The criteria adopted under these Regulations divide the internal control system into five components according to the management control process: 1. Control environment; 2. Risk assessment; 3. Control activities; 4. Information and communication; and 5. Monitoring. Each component further includes specific items. Please refer to the Regulations for these items.

  • IV. The Company has adopted the above criteria to evaluate the design and operating effectiveness of its internal control system.

  • V. Based on the results of the above evaluation, the Company believes that, as of December 31, 2025, its internal control system (including supervision and management of subsidiaries), covering the design and operating effectiveness of controls related to the achievement of objectives regarding: understanding the degree to which operational effectiveness and efficiency objectives are met; the reliability, timeliness, transparency, and compliance of reporting with applicable standards and regulations; and adherence to relevant laws and regulations — is effective and can provide reasonable assurance of achieving the above objectives.

  • VI. This statement shall constitute a principal component of the Company's annual report and public offering prospectus and shall be publicly disclosed. If the disclosed content contains falsehoods, concealment, or other illegal conduct, legal liability shall be incurred under Articles 20, 32, 171, and 174 of the Securities and Exchange Act.

  • VII. This statement was approved by the Board of Directors on March 11, 2026. Of the 8 directors in attendance, none expressed opposition, and all agreed to the contents of this statement.

Polaris Group

Chairman: Chen, Shyan Tser CEO: Chen, Shyan Tser

==> picture [37 x 38] intentionally omitted <==

==> picture [81 x 81] intentionally omitted <==

57

  • (9) Material Resolutions of Shareholders' Meetings and Board Meetings in the Most Recent Year and Up to the Annual Report Print Date

  • Dates of shareholders' meetings and material resolutions by attending shareholders are as follows:

Date Meeting Matters for resolution Implement
ation
May 21, 2025 Regular
Shareholders'
Meeting


1. The recognition of the 2024 Annual Report of
Operations and Financial Statements
2. The recognition of the loss of 2024
3. Amendment to the Company’s Articles of
Incorporation by a special resolution of the
Shareholders’ Meeting
Resolution
passed.
Resolution
passed.
Resolution
passed.
July 1, 2025 Interim
Shareholders'
Meeting

1. By-election of an Independent Director
2. Removal of non-compete restrictions on the
representative of the institutional director and the
newly elected Independent Director
Resolution
passed
Resolution
passed
December 26, 2025 Interim
Shareholders'
Meeting
1. The Company’s private placement of common
shares for Year 114 (ROC calendar)
Resolution
passed
  1. Dates and material resolutions of Board meetings are as follows:
Board Meeting Date Key Resolutions
January 23, 2025 1. Financing proposal for the Company’s subsidiary, Beirui
Pharmaceutical (Fujian) Co., Ltd., to obtain funding from
Digital Mobile Venture Ltd.
2. Conversion of funds loaned by the Company to its subsidiary,
Diri Pharmaceutical (Chengdu) Co., Ltd., into equity through a
cash capital increase
February 20, 2025
1. Cancellation of the plan to convert funds loaned by the
Company to its subsidiary, Diri Pharmaceutical (Chengdu) Co.,
Ltd., into equity through a cash capital increase
2. Proposed capital increase in the Company’s subsidiary, TDW
HK Limited
3. The Company’s proposal to act as a joint and several guarantor
for a bank loan of NT$15 million for its subsidiary, Lin Yang
Biotech Pharmaceutical Co., Ltd.
4. Proposed cash capital increase through the issuance of new
shares in 2025
5. Proposal to convene the Company’s 2025 Annual General
Shareholders’ Meeting and related matters
6. Amendment to the Company’s Articles of Incorporation by a
special resolution of the Shareholders’ Meeting
7. Issuance ofemployee stockoptions

58

Board Meeting Date Key Resolutions
March 17, 2025 1. Changes in the Company’s Head of Finance and Chief
Accounting Officer
2. Chief Financial Officer’s compensation
3. Change in the Company’s Corporate Governance Officer
4. Adoption of the 2024 “Statement on Internal Control System”
5. The 2024 Business Report and Consolidated Financial
Statements
6. Proposal for the appropriation of 2024 losses
March 24, 2025 1. Approval of the proxy form for the exercise of voting rights at
the Annual General Shareholders’Meeting
April 8, 2025 1. Amendment to the Company’s Articles of Incorporation by a
special resolution of the Shareholders’ Meeting
2. Evaluation of the independence and approval of the
remuneration of the Company’s signing CPAs
3. Adjustment to the authorized number of shares for the cash
capital increase through issuance of new shares
4. The Company’s proposed secured short-term loan
5. Proposal to reduce the Directors’ remuneration
6. Assignment of the Chief Financial Officer to oversee and
coordinate the analysis of the Group’s operating expenses
7. Enhancement of the Board’s reporting system for significant
business matters and the progress tracking mechanism
April 8, 2025 1. Election of the Company’s Chairman
April 25, 2025 1. Proposed change of the Company’s litigation and non-litigation
agent within Taiwan
2. Update to the Company’s plan for sound operations
3. Reassignment of directors in the Company’s subsidiary
4. Approval of the Company’s official seals
5. Proposed change of authorized signatories with banks
6. Adjustment to the use of proceeds from the cash capital increase
through issuance of new shares
May 12, 2025 1. The Company’s consolidated financial statements for the first
quarter of 2025
2. Amendment to the Company’s Policy for Directors’
Remuneration
3. By-election of an Independent Director
4. Proposal to approve the list of Independent Director candidates
nominated by the Board
5. Proposed removal of non-compete restrictions on the
representative of the institutional director and the newly elected
Independent Director
6. Proposal to convene the Company’s 2025 Extraordinary
Shareholders’ Meeting and related matters
7. Proposal to approve the proxy form for the exercise of voting
rights at the Extraordinary Shareholders’ Meeting
8. Proposal to handle certain intercompany loans between the
Company and its subsidiaries
9. Change of the ActingSpokesperson

59

Board Meeting Date Key Resolutions
June 30, 2025 1. Proposed amendment to the intercompany loan arrangements
among the Company’s subsidiaries
July 28, 2025 1. The Company’s application to KGI Bank for a new short-term
credit facility
2. The Company’s application to KGI Bank for a new short-term
secured credit facility
3. The Company’s subsidiary, Diri Pharmaceutical (Chengdu) Co.,
Ltd., applying to KGI Bank for a new medium-term secured
credit facility
4. The Company’s application to KGI Bank for an extension of the
loan term under its short-term secured credit facility
5. The Company’s proposal to act as a guarantor for its subsidiary,
Lin Yang Biotech Pharmaceutical Co., Ltd., in applying to
Taiwan Cooperative Bank for a new medium-term secured credit
facility
6. Changes in the Company’s Corporate Governance Officer and
Acting Spokesperson
August 29, 2025 1. Change of the Company’s Chief Accounting Officer
2. The Company’s consolidated financial statements for the second
quarter of 2025
3. Proposed change to the expected benefits of the Company’s
2024 cash capital increase through issuance of new shares
4. Update to the Company’s plan for sound operations
5. Proposed cash capital increase through the issuance of new
shares in 2025
6. The Company’s proposal to act as a guarantor for its subsidiary,
Lin Yang Biotech Pharmaceutical Co., Ltd., in applying to
E.Sun Commercial Bank for a new medium-term secured credit
facility
7. Preparation of the 2024 Sustainability Report
8. Proposed approval of the compensation for the Company’s Chief
Accounting Officer
9. Proposed capital increase in the Company’s subsidiary, Ruihua
Pharmaceutical (Hong Kong) Co., Ltd.
10.
Proposed authorization for the Company’s subsidiary, Ruihua
Hong Kong, to assume the debt of its subsidiary, Beirui
September 3, 2025 1. Change of the Company’s Chief Financial Officer and Head of
Finance
2. Proposed approval of the severance compensation for the former
Chief Financial Officer
3. Proposed approval of the compensation for the Company’s Chief
Financial Officer
September 30, 2025 1. Proposed establishment of the Company’s “Contract
Management Guidelines”
2. Proposed amendment to the Company’s “2025 Employee Stock
Option Issuance and Subscription Plan”
3. Proposed approval of the list of recipients for the Company’s
2025 Employee Stock Options
4. The Company’s subsidiary,Ruihua Pharmaceutical(HongKong)

60

Board Meeting Date Key Resolutions
Co., Ltd. (“Ruihua Hong Kong”), applying to KGI Bank Hong
Kong Branch to open a bank account
5. Conversion of funds loaned by the Company to its subsidiary,
Lin Yang Biotech Pharmaceutical Co., Ltd. (“Lin Yang
Biotech”), into equity through a cash capital increase
November 7, 2025 1. The Company’s consolidated financial statements for the third
quarter of 2025
2. Approval of the list of recipients for the Company’s second
issuance of employee stock options in 2025
3. The Company’s application to KGI Bank for a new short-term
credit facility
4. The Company’s application to Chailease Finance Co., Ltd. for a
new short-term TWD loan facility
5. The Company’s subsidiary, Beirui Pharmaceutical (Fujian) Co.,
Ltd. (“Beirui”), applying to Industrial Bank Co., Ltd. for a new
long-term secured credit facility
6. Proposed adoption of the Company’s 2026 audit plan
7. Proposed private placement of common shares for Year 114
(ROC calendar)
8. Proposal to convene the Company’s second Extraordinary
Shareholders’Meeting in 2025 and related matters
November 19, 2025 1. Proposed approval of the proxy form for the exercise of voting rights at
the Company’s second Extraordinary Shareholders’ Meeting in 2025
December 5, 2025 1. The Company’s application to open a bank account with KGI Bank
Offshore BankingUnit
December 15, 2025 1. Resignation of Digital Capital Inc., the Company’s Chairman,
and election of a new Chairman
December 26, 2025 2. Proposed amendment to the Company’s Policy for Directors’
Remuneration
3. Proposed approval of the Chairman’s compensation
4. Proposed approval of the former Chief Executive Officer’s
salary for December 2025
5. Proposal for the Chairman to concurrently serve as Acting Chief
Executive Officer
6. Proposed approval of the Chairman’s compensation while
concurrently serving as Acting Chief Executive Officer
7. Proposed change of the Company’s litigation and non-litigation
agent within the Republic of China (Taiwan)
8. Reassignment of directors in the Company’s subsidiary
9. Approval of the Company’s official seals
10.
Proposed amendment to the Group’s authorized bank
signatories
11.
Change of the Company’s Spokesperson
12.
Proposed amendment to the Company’s “Procedures for
Handling Material Information and Prevention of Insider
Trading”
13.
The Company’s overdue prepayments and other receivables
as of December 31,2025 are not deemed as loans of funds

61

Board Meeting Date Key Resolutions
14.
Determination of the pricing for the Company’s private
placement
15.
Proposed execution of a professional service agreement with
Acebodia Biotech, Inc.
January 22, 2026 1. Change of the Company’s Chief Accounting Officer
2. Approval of the compensation for the Chief Accounting Officer
3. Reassignment of directors of the Company’s subsidiaries, Lin
Yang Pharmaceutical and Lin Yang Biotech Pharmaceutical Co.,
Ltd.
4. Amendment to the Company’s Authorization Matrix
5. Amendment to the Company’s Procedures for Acquisition or
Disposal of Assets
6. Authorization to execute an out-of-court settlement agreement
in connection with a legal dispute in Germany
7. Provision of additional collateral for the increased financing
facility of the Company’s subsidiary, Diri Pharmaceutical
(Chengdu) Co., Ltd., with KGI Bank
February 24, 2026 1. Full re-election of Directors (including Independent Directors)
2. Removal of non-compete restrictions on Directors
3. Proposal to convene the Company’s 2026 Annual General
Shareholders’ Meeting and related matters
4. Handling of the nomination of Director candidates and related
procedures for the Company’s 2026 Annual General
Shareholders’ Meeting
5. Handling of shareholder proposals and related procedures for
the Company’s 2026 Annual General Shareholders’ Meeting
6. Capital increase in the Company’s subsidiary, DesigneRx
Pharmaceuticals, Inc.
7. Execution of a professional service agreement with Acebodia
Biotech, Inc.
March 11, 2026 1. Adoption of the 2025 “Statement on Internal Control System”
2. The 2025 Business Report and Consolidated Financial
Statements
3. Proposal for the appropriation of 2025 losses
4. Capital reduction to offset accumulated losses
5. Proposal to approve the list of Director (including Independent
Director) candidates nominated by the Board
6. Removal of non-compete restrictions on Directors
7. Amendment to the Company’s Rules of Procedure for
Shareholders’ Meetings
8. Addition of agenda items for the Company’s 2026 Annual
General Shareholders’ Meeting
9. Proposal to approve the proxy form for the exercise of voting
rights at the Annual General Shareholders’ Meeting
10.
Closure of the Nanke plant of the Company’s subsidiary, Lin
Yang Biotech Pharmaceutical Co., Ltd.
11.
The Company’s overdue payables and other liabilities as of
December 31, 2025 are not deemed as loans of funds
12.
Conversionof fundsloaned bythe Companytoits subsidiary,

62

Board Meeting Date Key Resolutions
Lin Yang Biotech Pharmaceutical Co., Ltd. (“Lin Yang
Biotech”), into equity through a cash capital increase
13.
Change of the Company’s Spokesperson
March 30, 2026 1. Report on the status of the Company’s 2025 private placement
of common shares
2. Proposed revision to part of the list of Director (including
Independent Director) candidates for the Company’s 2026
Annual General Shareholders’ Meeting
3. Addition of agenda items for the Company’s 2026 Annual
General Shareholders’ Meeting
  • (10) Directors' or Supervisors' Dissenting Opinions on Material Resolutions Approved by the Board of Directors in the Most Recent Year and Up to the Annual Report Print Date, with Records or Written Statements: None.

  • Auditor Fee Information

Unit: NTD thousands

Name
of
accounting
firm
Name of
CPAs
Audit period Audit
fee
Non-
audit
fee
Total Note
PwC Taiwan Liao
Rongling
2025.01.01~2025.12.31 3,969 156 4,125 CPA for the
financial
statements
Alan
Chien
  • (1) If non-audit fees paid to the certifying accountant, the firm to which the certifying accountant belongs, and its affiliated enterprises are equal to or greater than one-quarter of audit fees, the amounts of audit and non-audit fees and the content of non-audit services shall be disclosed:

Non-audit fees primarily comprise expert review services of NTD 156 thousand.

  • (2) If the Company changed its accounting firm and the audit fee paid in the year of change was less than that of the prior year, disclose the amounts before and after the change and the reason: None.

  • (3) If audit fees decreased by 10% or more compared to the prior year, disclose the amount and percentage decrease and the reason: None.

  • Change of Auditor Information: None.

  • Directors, President, and Managers Responsible for Financial or Accounting Affairs Who Have Served at the Certified Public Accountant's Firm or Its Affiliated Enterprises Within the Past Year: None.

63

  1. Changes in Share Transfers and Share Pledges by Directors, Supervisors, Managers, and Shareholders Holding More Than 10% of Shares in the Most Recent Year and Up to the Annual Report Print Date

  2. (1) Changes in Shareholding by Directors, Supervisors, Managers, and Major Shareholders

Unit: Shares

Title Name 2025 2025 2026
As of 17March
2026
As of 17March
Holding
Number of
shares
increase
(decrease)
number
Pledge
Number of
shares
increase
(decrease)
number
Holding
Number of
shares
increase
(decrease)
number
Pledge
Number of
shares
increase
(decrease)
number
Chairman Chen,Shyan Tser
Director Digital Capital Inc.
Representative: Hsu,
Jaan-Pyng(Note 1)
Representative: Brittany
Way (Note 3)
290,000,000

376,086,333

Director Mai Investment Co.,Ltd
(Note 2)
Representative: Tsai,
Kao-Chung
Wayne Lin




Director Digital Capital Inc.
Representative: Brittany
Way
(Note 3)
Director Chen,Hung-Wen 1,034,700 4,368,033
Independent
Director
Way, Tzong Der
Independent
Director
Chao, Ying-Chen
Independent
Director
Wen, Kuo-Lan
Independent
Director
Tsang, Kwok-Wah
Manager Chen, Shyan Tser (Note
4)
Manager Hsu,Jaan-Pyng (Note 5) (70,000) 930,000
Manager John Bomalaski
Manager Chien-Hsing Chang
(Note 6)
Manager Kevin Wu
Manager Yan,Feng-Kui(Note 7)
Manager Yi-MingKao(Note 8)

64

Title Name 2025 2025 2026
As of 17March
2026
As of 17March
Holding
Number of
shares
increase
(decrease)
number
Pledge
Number of
shares
increase
(decrease)
number
Holding
Number of
shares
increase
(decrease)
number
Pledge
Number of
shares
increase
(decrease)
number
Manager Chang,Wan-Yu(Note 9)
Manager Wu,Chieh-Hsiu(Note10)
  • Note 1: Mr. Hsu, Jaan-Pyng resigned as Chairman on December 15, 2025, and was succeeded by Mr. Chen, Shyan Tser.

  • Note 2: The institutional director, Mai Investment Co., Ltd., reassigned its representative to Mr. Tsai KaoChung on March 13, 2025; Mr. Lin Wei-Yuan stepped down.

  • Note 3: The institutional director, Digital Capital Inc., reassigned its representative to Ms. Brittany Way on December 15, 2025; Mr. Hsu, Jaan-Pyng stepped down.

Note 4: Mr. Chen, Shyan Tser assumed the position of Chief Executive Officer on December 26, 2025.

Note 5: Mr. Hsu, Jaan-Pyng resigned as Chief Executive Officer on December 16, 2025.

Note 6: The Company abolished the position of Chief Strategy Officer on September 30, 2025.

Note 7: Mr. Yen Feng-Kuei resigned on January 24, 2025, and was succeeded by Mr. Kao Yi-Ming.

Note 8: Mr. Kao Yi-Ming assumed office on March 17, 2025, and resigned on September 3, 2025.

Note 9: Ms. Chang Wan-Yu assumed office on September 3, 2025, and resigned on March 31, 2026. Note 10: Mr. Wu Chieh-Hsiu assumed office on August 29, 2025, and resigned on January 31, 2026.

(2) Information on Related-Party Share Transfers: None.

(3) Information on Related-Party Share Pledges: None .

65

  1. Information on Relationships Between the Top 10 Shareholders and Whether They Are Related Parties, Spouses, or Relatives Within the Second Degree:

Shareholding data as of March 17, 2026; Unit: Shares; %

Name Shareholdings held by
me
Shareholdings held by
me
Spouse, minor
children
shareholdings
Spouse, minor
children
shareholdings
Bominal total
of
shareholdings
using others'
names
Bominal total
of
shareholdings
using others'
names
The names or names and relationships of
the top ten shareholders who are related to
each other or who are related to each other
as spouses or second degree relatives, etc.
The names or names and relationships of
the top ten shareholders who are related to
each other or who are related to each other
as spouses or second degree relatives, etc.
Note
Number of
shares
Sharehold
ing %
Number of
shares
Shareho
lding %
Number
of
shares

Shareh
olding
%
Name Relation
Digital Capital Inc.
Representative:
BrittanyWay
376,086,333
43.74
Mai Investment Co., Ltd.,
Digital Mobile
Venture Ltd.
Same ultimate
beneficiary
Digital Mobile
Venture Ltd.
Representative:
Chen,Shyan Tser
61,729,295
7.18
Mai Investment Co., Ltd.,
Digital Capital Inc.
Same ultimate
beneficiary
4,950,000
0.58
3,802,000 0.44
Mai Investment Co.,
Ltd.
Representative:
Tsai,Kao-Chung
40,527,138
4.71
Digital Capital Inc.,
Digital Mobile
Venture Ltd
Same ultimate
beneficiary
.
G-Technology
Investment Co., Ltd.
Representative:
Chen,Hung-Wen

26,467,465

3.08
Gemtek Technology
Co., Ltd.
Same
shareholder
and
representative
4,368,033
0.51
Cathay United Bank
entrusted with the
custody of the
investment account
of Lineage Tech
Co.,Ltd.
10,961,669
1.27
Masterpiece
Enterprise Co., Ltd.
Representative:
King Regent
Management
Limited
10,000,000
1.16
Gemtek Technology
Co., Ltd.,
G-Technology
Investment Co.,Ltd.
Same shareholder
and
representative

Chen, Yi-Chun 9,746,761 1.13 Mai Investment Co., Ltd.,
Digital Mobile Venture
Ltd., Mai Investment Co.,
Ltd.,

The shareholders
are the same
ultimate
beneficiary/
relatives of these
three companies

Chen, Yi-Ting 9,672,094 1.12 Mai Investment Co., Ltd.,
Digital Mobile Venture
Ltd., Mai Investment Co.,
Ltd.,

The shareholders
are the same
ultimate
beneficiary/
relatives of these
three companies

Gemtek Technology
Co.,Ltd.
7,784,542
0.91
G-Technology
Investment Co.,Ltd.
Same ultimate
beneficiary
Representative:
Chen,Hung-Wen
4,368,033
0.51
Sun Research Group
Ltd.
6,503,788
0.76

66

  1. Combined Shareholding by the Company, Its Directors, Supervisors, Managers, and Directly or Indirectly Controlled Enterprises in the Same Investee, with Aggregate Shareholding Ratio:

Unit: Shares; %

Reinvestment
business
The Company investment The Company investment Director, manager and
investment in directly or
indirectlycontrolled business
Director, manager and
investment in directly or
indirectlycontrolled business
Comprehensive investment Comprehensive investment
Number of
shares
Shareholding
%
Number of
shares
Shareholding
%
Number of
shares
Shareholding
%
Polaris
Pharmaceuticals,Inc.
23,000 100 23,000 100
DesigneRx Europe
Limited
1 100 1 100
Polaris
Pharmaceuticals
Australia PtyLtd.
100 100 100 100
Polaris
Pharmaceuticals
Ireland
Limited
100 100 100 100
DesigneRx
Pharmaceuticals,Inc.
144,179,257 100 144,179,257 100
Polaris
Pharmaceuticals, Inc.
43,800,000 100 43,800,000 100
TDW HK Limited 88,750,001 100 88,750,001 100
Nanotein
Technologies, Inc.
6,347,330 54.89 6,347,330 54.89
Lin Yang Biopharma,
Ltd.
168,138,001 100 168,138,001 100
Genovior Biotech
Corporation
111,720,133 72.27 42,875,000 27.73 154,595,133 100
DesigneRx
Pharmaceuticals
(Chengdu) Inc.
(Note 1) (Note 1) 100 (Note 1) 100
Northern
Biopharmaceutical
Co.,Ltd.(Fujian)
(Note 1) (Note 1) 100 (Note 1) 100

Note 1: There is no number of shares given that it's a limited company.

67

Section IV. Capital Raising

1. Capital and Shares

(1) Source of Share Capital

As of May 17, 2026; Unit: NTD thousands; USD; Shares

Year and month Issue
price
(USD)
Authorized share capital Authorized share capital Paid-in capital Paid-in capital Note Note
Number of
shares
(Stock)
Amount
(USD)
Number of
shares (Stock)
Amount
(USD)
Source of equity
(USD)
Offset by
property other
than cash

Others
March 2011 0.35 500,000,000
5,000

252,185,594

2,521,856

Cash capital
increase of
$2,000,000
None
May 2011 0.315 500,000,000
5,000

265,542,770

2,655,428

Debt to stock
conversion of
$4,207,510
None
May 2011 0.35 500,000,000
5,000

277,377,134

2,773,771

Debt to stock
conversion of
$4,142,027
None
May 2011 0.45 500,000,000
5,000

279,599,357

2,795,994

Cash capital
increase of
$1,000,000
None
February 2012 0.35 500,000,000
5,000

285,313,641

2,853,136

Cash capital
increase of
$2,000,000
None
September 2012 0.50 600,000,000
6,000

306,533,641

3,065,336

Cash capital
increase of
$10,610,000
None
January 2013 0.60 600,000,000
6,000

356,457,529

3,564,575

Cash capital
increase of
$29,954,333
None
February 2014 0.75 600,000,000
6,000

356,817,529

3,568,175
Conversion of stock
warrants $270,000
None
May 2014 0.50 600,000,000
6,000

356,852,529

3,568,525
Conversion of stock
options $17,500
None
May 2014 0.60 600,000,000
6,000

356,877,662

3,568,777
Conversion of stock
options $15,080
None
June 2015 0.47 600,000,000
6,000

421,076,250

4,210,763

Conversion of
preferred shares to
common shares
(Note 1)
None
September 2015 1.50 600,000,000
6,000

428,212,261

4,282,123

Cash capital
increase of
$10,704,000
None

68

Year and month Issue
price
(USD)
Authorized share capital Authorized share capital Paid-in capital Paid-in capital Note Note
Number of
shares
(Stock)
Amount
(USD)
Number of
shares (Stock)
Amount
(USD)
Source of equity
(USD)
Offset by
property other
than cash
Others
October 2015 600,000,000
6,000

517,873,234

5,178,732

Exchange 1 share of
TDWG stock for
1.13 shares of
Polaris
Pharmaceuticals
stock, issuing
89,660,973 new
shares
None
Change of denomination from USD0.01 to USD10 per share and exchange of new shares
Year and month Issue
price
(NTD)
Authorized Share Capital Paid-in capital Note
Number of
shares
(Stock)
Amount
(1,000
dollars)
Number of
shares (Stock)
Amount
(1,000 dollars)

Source of equity
capital
(1,000 dollars)
Offset by
property other
than cash
Others
October 2015 240,000,000
2,400,000

207,149,255

2,071,493

Change of
capitalization
currency and 2.5
share consolidation
None
November 2015 240,000,000
2,400,000

206,630,589

2,066,306

Share buyback
$5,187,000
None
July 2017 18.00 320,000,000
3,200,000

246,630,589

2,466,306

Cash capital
increase of
$400,000,000
None (Note 2)
August 2017 33.60 320,000,000
3,200,000

255,630,589

2,556,306

Private placement
of common stock
Cash capital
increase of
$90,000,000
None
September 2017 USD
0.875~
1.25
320,000,000
3,200,000

255,924,589

2,559,246

Exercise of
employee stock
options$2,940,000
None
October 2017 USD
0.875~
1.25
320,000,000
3,200,000

256,305,089

2,563,051

Exercise of
employee stock
options$3,805,000
None
October 2017 63.00 320,000,000
3,200,000

265,555,089

2,655,551

Private placement
of common stock
Cash capital
increase of
$92,500,000
None
November 2017 $0.875 320,000,000
3,200,000

265,612,589

2,656,126

Exercise of
employee stock
options$575,000
None
January 2018 USD
1.25~
1.925
320,000,000
3,200,000

265,659,255

2,656,593

Exercise of
employee stock
options$467,000
None
March 2018 USD
0.875
320,000,000
3,200,000

265,689,255

2,656,893

Exercise of
employee stock
options$300,000
None
April 2018 USD
0.875~
1.25
320,000,000
3,200,000

265,727,825

2,657,278

Exercise of
employee stock
options$385,000
None

69

Year and month Issue
price
(USD)
Authorized share capital Authorized share capital Paid-in capital Paid-in capital Note
Number of
shares
(Stock)
Amount
(USD)
Number of
shares (Stock)
Amount
(USD)
Source of equity
(USD)
Offset by
property other
than cash
Others
September 2018 30.00 420,000,000
4,200,000

285,727,825

2,857,278

Cash capital
increase of
$200,000,000
None (Note 3)
September 2018 USD
0.875
420,000,000
4,200,000

285,756,396

2,857,564

Exercise of
employee stock
options$286,000
None
October 2018 USD
0.875
420,000,000
4,200,000

285,796,396

2,857,964

Exercise of
employee stock
options$400,000
None
November 2018 USD
0.875
420,000,000
4,200,000

285,836,396

2,858,364

Exercise of
employee stock
options$400,000
None
March 2019 21.83 420,000,000
4,200,000

292,901,396

2,929,014

Private placement
of common stock
Cash capital
increase of
$70,650,000
None
July 2019 12.00 720,000,000 7,200,000 352,901,396 3,529,014 Cash capital
increase of
$600,000,000
None (Note 4)
December 2019 10.00 720,000,000
7,200,000

652,901,396

6,529,014

Private placement
of common stock
Cash capital
increase of
$3,000,000
None
March 2021 USD
1.25
720,000,000 7,200,000 652,915,396 6,529,154 Exercise of
employee stock
options$140,000
None
April 2021 USD
0.875~
1.68
720,000,000
7,200,000

653,374,110

6,533,741

Exercise of
employee stock
options$4,587,000
None
June 2021 USD
0.875~
1.25
720,000,000
7,200,000

654,612,109

6,546,121

Exercise of
employee stock
options$12,380,000

None
July 2021 USD
0.875~
1.25
720,000,000
7,200,000

654,751,109

6,547,511

Exercise of
employee stock
options$1,390,000
None
August 2021 USD
1.25
720,000,000
7,200,000

654,761,109

6,547,611

Exercise of
employee stock
options$100,000
None
August 2021 80 1,000,000,0
00
10,000,000
718,761,109

7,187,611

Cash capital
increase of
$640,000,000
None (Note 5)
October 2021 USD
0.875
1,000,000,0
00
10,000,000
718,825,109

7,188,251

Exercise of
employee stock
options$640,000
None
November 2021 USD
1.25~
1.68
1,000,000,0
00
10,000,000
718,835,109

7,188,351

Exercise of
employee stock
options$100,000
None
December 2021 USD
0.33
1,000,000,0
00
10,000,000
718,845,109

7,188,451

Exercise of
employee stock
options$100,000
None

70

Year and month Issue
price
(USD)
Authorized share capital Authorized share capital Paid-in capital Paid-in capital Note
Number of
shares
(Stock)
Amount
(USD)
Number of
shares (Stock)
Amount
(USD)
Source of equity
(USD)
Offset by
property other
than cash
Others
January 2022 USD
0.33~
1.25
1,000,000,0
00
10,000,000
719,368,681

7,193,687

Exercise of
employee stock
options$5,236,000
None
February 2022 USD
0.33~
2.0575
1,000,000,0
00
10,000,000 719,641,681 7,196,417 Exercise of
employee stock
options$2,730,000
None
March 2022 USD
0.33~
3.30
1,000,000,0
00
10,000,000
720,047,945

7,200,480

Exercise of
employee stock
options$4,063,000
None
April 2022 USD
0.47~
2.0575
1,000,000,0
00
10,000,000
720,944,893

7,209,449

Exercise of
employee stock
options
$8,969,000
None
June 2022 USD
0.33~
2.0575
1,000,000,0
00
10,000,000 721,037,823 7,210,378 Exercise of
employee stock
options$929,000
None
June 2022 84.57 1,000,000,0
00
10,000,000 741,037,823 7,410,378 Cash capital
increase of
$200,000,000
None (Note 6)
July 2022 USD
0.33~
1.5
1,000,000,0
00
10,000,000 741,451,866 7,414,519 Exercise of
employee stock
options$4,141,000
None
August 2022 USD
0.33~
1.68
1,000,000,0
00
10,000,000 741,604,297 7,416,043 Exercise of
employee stock
options$1,524,000
None
September 2022 USD
0.47~
3.3
1,000,000,0
00
10,000,000 741,746,313 7,417,463 Exercise of
employee stock
options$1,420,000
None
October 2022 USD
1.68~
2.0575
1,000,000,0
00
10,000,000 741,804,313 7,418,043 Exercise of
employee stock
options$580,000
None
November 2022 USD
0.33~
0.47
1,000,000,0
00
10,000,000
741,967,691

7,419,677

Exercise of
employee stock
options$1,634,000
None
December 2022 USD
0.33~
1.68
1,000,000,0
00
10,000,000
742,048,378

7,420,484

Exercise of
employee stock
options$807,000
None
January 2023 USD
0.47
1,000,000,0
00
10,000,000
742,050,378

7,420,504

Exercise of
employee stock
options
$20,000
None
February 2023 USD
0.33~
2.0575
1,000,000,0
00
10,000,000
742,206,378

7,422,064

Exercise of
employee stock
options
$1,560,000
None
March 2023 USD
0.33~
2.0575
1,000,000,0
00
10,000,000
742,897,253

7,428,973

Exercise of
employee stock
options
$6,909,000
None
April 2023 USD
0.33~
2.0575
1,000,000,0
00
10,000,000
743,000,460

7,430,005

Exercise of
employee stock
options
$1,032,000
None

71

Year and month Issue
price
(USD)
Authorized share capital Authorized share capital Paid-in capital Paid-in capital Note
Number of
shares
(Stock)
Amount
(USD)
Number of
shares (Stock)
Amount
(USD)
Source of equity
(USD)
Offset by
property other
than cash
Others
June 2023 USD
0.33~
2.0575
1,000,000,0
00
10,000,000
743,076,606

7,430,766

Exercise of
employee stock
options
$761,000
None
July 2023 USD
0.33~
2.4
1,000,000,0
00
10,000,000
743,423,606

7,434,236

Exercise of
employee stock
options
$347,000
None
August 2023 USD
0.33~
0.47
1,000,000,0
00
10,000,000
743,425,064

7,434,251

Exercise of
employee stock
options
$15,000
None
September 2023 USD
0.47~
1.5
1,000,000,0
00
10,000,000
743,463,314

7,434,633

Exercise of
employee stock
options
$383,000
None
October 2023 USD
0.33~
0.47
1,000,000,0
00
10,000,000
743,745,936

7,437,460

Exercise of
employee stock
options
$2,826,000
None
November 2023 USD
0.33~
2.4
1,000,000,0
00
10,000,000
743,759,153

7,437,592

Exercise of
employee stock
options
$132,000
None
January 2024 USD
0.47~
1.68
1,000,000,0
00
10,000,000
743,859,153

7,438,592

Exercise of
employee stock
options
$1,000,000
None
February 2024 USD
0.33~
1.68
1,000,000,0
00
10,000,000
744,324,732

7,443,247

Exercise of
employee stock
options
$4,656,000
None
March 2024 USD
0.47
1,000,000,0
00
10,000,000
744,420,732

7,444,207

Exercise of
employee stock
options
$960,000
None
May 2024 USD
0.33~
1.68
1,000,000,0
00
10,000,000
745,142,092

7,451,421

Exercise of
employee stock
options
$7,214,000
None
June 2024 USD
0.35~
1.68
1,000,000,0
00
10,000,000
745,677,829

7,456,778

Exercise of
employee stock
options
$5,357,000
None
July 2024 USD
0.33~
2.0575
1,000,000,0
00
10,000,000
746,100,479

7,461,004

Exercise of
employee stock
options
$4,226,000
None
August 2024 USD
0.47
1,000,000,0
00
10,000,000
746,132,479

7,461,325

Exercise of
employee stock
options
$320,000
None

72

Year and month Issue
price
(USD)
Authorized share capital Authorized share capital Paid-in capital Paid-in capital Note
Number of
shares
(Stock)
Amount
(USD)
Number of
shares (Stock)
Amount
(USD)
Source of equity
(USD)
Offset by
property other
than cash
Others
September 2024 USD
0.33~
1.68
1,000,000,0
00
10,000,000
746,195,438

7,461,954

Exercise of
employee stock
options
$1,824,000
None
October 2024 USD
0.47
1,000,000,0
00
10,000,000
746,206,272

7,462,063

Exercise of
employee stock
options
$158,000
None
December 2024 NTD 10 1,000,000,0
00
10,000,000
770,206,272

7,702,063

Cash capital
increase
$240,000,000
None (Note 6)
December 2024 USD
0.47
1,000,000,0
00
10,000,000
770,251,272

7,702,513

Exercise of
employee stock
options
$694,000
None
January 2025 USD
0.47~
1.68
1,000,000,0
00
10,000,000
770,287,272

7,702,873

Exercise of
employee stock
options
$794,000
None
February 2025 USD
0.47
1,000,000,0
00
10,000,000
770,320,272

7,703,203

Exercise of
employee stock
options
$509,000
None
March 2025 USD
0.33~
0.47
1,000,000,0
00
10,000,000
770,433,022

7,704,330

Exercise of
employee stock
options
$1,395,000
None
June 2025 USD
0.47
2,000,000,000
20,000,000

770,473,022

7,704,730

Exercise of employee
stock options
$562,000
None
December 2025 NTD 10 2,000,000,000
20,000,000

859,892,688

8,598,927

Private placement of
common stock
Cash capital increase
of 894,197,000
None

Note 1: Convertible preferred shares were issued in February 2012 at a total price of USD 30,000,000 and fully converted to common shares in June 2015.

Note 2: Cash capital increase approval date: June 6, 2017; Approval No. 1060021095. Note 3: Approval date of cash capital increase: August 3, 2018; Approval No. 1070327709. Note 4: Approval date of cash capital increase: May 7, 2019; Approval No. 1080313697. Note 5: Approval date of cash capital increase: June 15, 2021; Approval No. 1100346636. Note 6: Approval date of cash capital increase: April 18, 2022; Approval No. 1111701116.

Shareholdingdata as of May15,2026 Shareholdingdata as of May15,2026 Shareholdingdata as of May15,2026 Shareholdingdata as of May15,2026
(Share Type) Authorized Shares Remarks
Outstanding Unissued Total
Registered
Common
Shares
859,892,688
(Including private
placement of
396,484,666)



1,140,107,312

2,000,000,000

73

(2) List of Major Shareholders

The following lists shareholders holding 5% or more, or the top 10 shareholders by shareholding percentage, including names, number of shares, and percentages:

The following lists shareholders holding 5% or more, or the top 10 shareholders
by shareholding percentage, including names, number of shares, and percentages:
The following lists shareholders holding 5% or more, or the top 10 shareholders
by shareholding percentage, including names, number of shares, and percentages:
The following lists shareholders holding 5% or more, or the top 10 shareholders
by shareholding percentage, including names, number of shares, and percentages:
Shareholdingdata as of March 17,2026
Shares
Listof majorshareholdersname
Number of shares held
(Shares)
Shareholding %
Digital Capital Inc. 376,086,333 43.74
Digital Mobile Venture Ltd. 61,729,295 7.18
Mai Investment Co.,Ltd. 40,527,138 4.71
G-TechnologyInvestment Co.,Ltd. 26,467,465 3.08
Cathay United Bank entrusted with the
custody of the investment account of
Lineage Tech Co.,Ltd.
10,961,669 1.27
Masterpiece Enterprise Co.,Ltd. 10,000,000 1.16
Chen,Yi-Chun 9,746,761 1.13
Chen,Yi-Ting 9,672,094 1.12
Gemtek TechnologyCo.,Ltd. 7,784,542 0.91
Sun Research Groups Ltd. 6,503,788 0.76
  • (3) Company Dividend Policy and Implementation

  • Dividend Policy in the Articles of Incorporation

If the Company has profits in any fiscal year, at least 1% of profits shall be allocated as employee bonuses and no more than 3% as director compensation; however, if there are accumulated losses, the amount needed to cover such losses shall first be reserved.

Employee bonuses may be distributed in cash or stock, and may be distributed to employees of subsidiaries who meet conditions established by the Board of Directors.

The Company may distribute earnings pursuant to a distribution plan formulated by the Board of Directors and approved by ordinary resolution at the shareholders' meeting. The Board shall allocate or distribute in the following order: (i) pay taxes; (ii) cover losses; (iii) set aside 10% as legal reserve.

After completing the above allocations, the remaining balance plus accumulated prior-year undistributed earnings constitutes distributable earnings. The Board may, with shareholder approval, distribute based on the principle that the Company operates in capital-intensive industries.

  1. Proposed Dividend Distribution at This Shareholders' Meeting

As the Company's retained earnings are negative, no dividends will be

74

distributed in this fiscal year.

  • (4) Impact of the Proposed Bonus Stock Issuance at This Shareholders' Meeting on Operating Performance and EPS: No bonus stock issuance this fiscal year.

  • (5) Employee, Director and Supervisor Compensation

  • Percentages or Range of Employee, Director and Supervisor Compensation as Stipulated in the Articles of Incorporation

If the Company has profits in any fiscal year, at least 1% of profits shall be allocated as employee bonuses and no more than 3% as director compensation; however, if there are accumulated losses, the amount needed to cover such losses shall first be reserved. Employee bonuses may be distributed in cash or stock, and may be distributed to qualified subsidiary employees.

The Company may distribute earnings pursuant to a distribution plan formulated by the Board of Directors and approved by ordinary resolution at the shareholders' meeting. The Board shall allocate or distribute in the following order: (i) pay taxes; (ii) cover losses; (iii) set aside 10% as legal reserve.

After completing the above allocations, the remaining balance plus accumulated prior-year undistributed earnings constitutes distributable earnings. The Board may, with shareholder approval, distribute based on the principle that the Company operates in capital-intensive industries.

75

  1. Basis for Estimating Employee, Director and Supervisor Compensation for the Current Period, Basis for Calculating Shares in Employee Compensation, and Accounting Treatment if Actual Distribution Differs from Estimates:

The Company still has accumulated losses in fiscal year 2025; therefore, no employee, director, or supervisor compensation has been estimated or distributed, and this situation does not apply.

  1. Board Approval of Compensation Distribution:

  2. (1) Employee compensation and director/supervisor compensation distributed in cash or stock. If the amount differs from the recognized expense estimate, disclose the difference, reason, and handling: Not applicable.

  3. (2) Ratio of employee compensation distributed in stock to current net income

  4. after tax and total employee compensation:

Ratio: Not applicable.

  1. Report on Compensation Distribution at Shareholders' Meeting and Results:

The Company still has accumulated losses in fiscal year 2025; therefore, not applicable.

  5. Actual distribution of employee, director, and supervisor compensation for the prior year (including shares distributed, amounts, and share prices); for any differences from recognized compensation, disclose the difference, reason, and handling: Not applicable.
  • (6) Company Buyback of Its Own Shares: The Company has not repurchased its own shares in the most recent year and up to the Annual Report print date; therefore, not applicable.

  • Corporate Bonds

  • (1) Outstanding and In-Process Corporate Bonds: None.

  • (2) Convertible Corporate Bonds: None.

  • Preferred Shares: None.

  • Global Depositary Receipts (GDR): None.

76

5. Employee Stock Options (ESO)

(1) Unexercised Stock Options

As of March 17,2026 As of March 17,2026 As of March 17,2026 As of March 17,2026
Type of Employee
Stock Option
Certificate
The First
Employee Stock
Option Certificate
in 2017

The First
Employee Stock
Option Certificate
in 2017

The First
Employee Stock
Option Certificate
in 2019

The Second
Employee Stock
Option Certificate
in 2019
The First
Employee Stock
Option Certificate
in 2021
The Second
Employee Stock
Option Certificate
in 2021
Declaration
EffectiveDate
December 04,
2017
December 04,
2017
November 19,
2019
November 19,
2019
May 14, 2021 May 14, 2021
Issue Date January 03, 2018 May 31, 2018 November 20,
2019
April 01, 2020 June 24, 2021 December 13, 2021
Period of Existence 10 years
Number of units
issued
(1 share / 1 unit)
6,111,000
(Among them
3,731,450 shares
have expired)
210,000
(Among them
100,000 shares
have expired)
1,788,000 4,697,000
(Among them
718,147 shares
have expired)
818,000
(Among them
93,833 shares have
expired)
640,000
(Among them
120,000 shares
have expired)
Number of units
canbeissued
Number of shares
issued as a
percentage of the
total number of
shares issued
0.71% 0.02% 0.21% 0.55% 0.10% 0.07%
Subscriptionperiod 8years
Performance
method
Issuance of new shares
Restricted period
and ratio(%)
50% for 2 years and the remaining 50% for the next 48 months, 1/48th per month
Number of shares
exercised
1,112,550 10,000 1,760,500 3,317,040 21,167
Executed
subscription
amount
USD1,869,084 USD16,800 USD580,965 USD1,559,009 USD50,589
Number of shares
not executed
1,267,000 100,000 27,500 661,813 703,000 520,000
Subscription price
per share for
unexecuted stock
options
NTD50.87 NTD51.02 NTD10.05 NTD14.26 NTD67.27 NTD71.26
Number of shares
outstanding as a
percentage of the
total number of
sharesissued (%)
0.15% 0.01% 0.00% 0.08% 0.08% 0.06%
Effect on
shareholders'
equity
No significant
impact.
No significant
impact.
No significant
impact.
No significant
impact.
No significant
impact.
No significant
impact.

77

Type of Employee
Stock Option
Certificate
The Third Employee
Stock Option Certificate
in 2021
The First Employee Stock
Option Certificate in 2022
The Second Employee
Stock Option Certificate
in 2022
The Third Employee Stock
Option Certificate in 2022
Declaration
EffectiveDate
May 14, 2021 December 06, 2022 December 06, 2022 December 06, 2022
Issue Date May 10, 2022 December 14, 2022 June 20, 2023 December 21, 2023
Period of Existence 10 years
Number of units
issued
(1share /1unit)
570,000
(Among them 120,000
shareshave expired)
7,262,500
(Among them 1,750,000
shareshave expired)
1,450,000
(Among them 320,000
shareshave expired)
2,820,000
(Among them 1,285,000 shares
have expired)
Number of units can
beissued

4,467,500
Number of shares
issued as a
percentage of the
total number of
sharesissued
0.07% 0.84% 0.17% 0.33%
Subscriptionperiod 8years
Performance
method
Issuance of new shares
Restricted period
and ratio(%)
50% for 2 years and the remaining 50% for the next 48 months, 1/48th per month
Number of shares
exercised
Executed
subscriptionamount
Number of shares
not executed
450,000 5,512,500 1,130,000 1,535,000
Subscription price
per share for
unexecuted stock
options
NTD123.71 NTD101.50 NTD83.9 NTD70.70
Number of shares
outstanding as a
percentage of the
total number of
sharesissued (%)
0.05% 0.64% 0.13% 0.18%
Effect on
shareholders' equity
No significant impact. No significant impact. No significant impact. No significant impact.

78

Type of Employee
Stock Option
Certificate
The Fourth Employee
Stock Option
Certificate in 2022
The Fifth Employee Stock
Option Certificate in 2022
The First Employee Stock
Option Certificate in 2025
The Second Employee
Stock Option Certificate in
2025
Declaration
EffectiveDate
December 06, 2022 December 06, 2022 September 3, 2025 September 3, 2025
Issue Date July 01, 2024 November 14, 2024 October 1, 2025 November 25, 202
Period of Existence 10years
Number of units
issued
(1 share / 1 unit)
2,570,000
(Among them 690,000
shares have expired)

1,880,000
(Among them 140,000
shares have expired)
4,390,000 1,680,000
Number of units can
beissued

0
3,930,000
Number of shares
issued as a
percentage of the
total number of
sharesissued
0.30% 0.22% 0.51% 0.20%
Subscriptionperiod 8years 8years
Performance
method
Issuance of new shares Issuance of new shares
Restricted period
and ratio(%)
50% for 2 years and the remaining 50% for the next
48 months, 1/48thper month

50% for 2 years and the remaining 50% for the next 48
months, 1/48thper month
Number of shares
exercised
Executed
subscriptionamount
Number of shares
not executed
2,100,000 1,880,000 4,390,000 1,680,000
Subscription price
per share for
unexecuted stock
options
NTD75.10 NTD51.20 NTD36.90 NTD30.45
Number of shares
outstanding as a
percentage of the
total number of
shares issued(%)
0.27% 0.24% 0.51% 0.20%
Effect on
shareholders' equity
No significant impact. No significant impact. No significant impact. No significant impact.

Note: TDW Group, a subsidiary of The Company, originally had the 2013 Annual Stock Option Plan, which was originally subject to the common shares issued by TDW Group. In September 2015, the company acquired the outstanding shares other than TDW Group shares held by the Board of Directors of Directors through equity exchange. As a result, TDW Group, through a Director's resolution, adjusted the performance of its 2013 Annual Stock Option Plan by converting one share of TDW Group common stock into 1.13 shares of The Company common stock at the same proportional exercise price. The exercise price will be adjusted in the same proportion.Note: The subsidiary TDW Group originally had a '2013 Stock Option Plan.' The exercise target was ordinary shares issued by TDW Group. Following a Board resolution in September 2015, the plan was amended.

79

  • (2) Names of Managers Who Received Employee Stock Options Up to the Annual Report Print Date and the Top 10 Employees by Exercisable Shares, and Details of Acquisition and Exercise

  • Managers Who Received Employee Stock Options

As of March 17, 2026

==> picture [571 x 223] intentionally omitted <==

----- Start of picture text -----

Executed Not Executed
Ratio of the The ratio of the The ratio of
Number of number of number of the number of
Title Name (1,000 shares) subscribed share subscribed shares number of issued to the total Number of subscribed share Subscription price (1,000 dollars) Subscription amount recognized to the total shares Number of subscribed share Subscription price (1,000 dollars) Subscription amount recognized to the total shares
shares (1,000 shares) number of (1,000 shares) number of
issued shares issued shares
CEO Chen, Shyan-Tser
CEO Hsu, Jaan-Pyng
(Note1)
Executive Vice
John Bomalaski
President
Chief Financial Kao, Yi-Ming
Officer (Note 2)
Manager Chief Financial Chang, Wan-Yu 2,813 0.33% 200 USD1.5 USD 300 0.02% 850 USD 0.47~ 3.32 USD 1,455 0.10%
Officer (Note 3)
Accounting Wu, Chieh-Hsiu
Officer
(Note 4)
CISO Kevin Wu
(Note 4)
----- End of picture text -----

Note 1: Resigned on December 16, 2025. Note 2: Resigned on September 3, 2025. Note 3: Resigned on March 31, 2026. Note 4: Resigned on January 31, 2026.

2. Top 10 Employees by Exercisable Stock Option Shares

As of March 17, 2026

Title Name Number of share
subscribed
(1,000 shares)
Ratio of the
number of
subscribed shares
to the total
number of issued
shares
Executed Executed Executed Executed Not Executed Not Executed Not Executed Not Executed
Number of
share
subscribed
(1,000
shares)
Subscripti
on price
Subscription
amount
(1,000
dollars)
The ratio of the
number of shares
recognized to the
total number of
issued shares
Number of
share
subscribed
(1,000
shares)
Subscripti
on price
Subscription
amount
(1,000
dollars)
The ratio of the
number of shares
recognized to the
total number of
issued shares
Employee Science Consultant (PPI)
(PPI)
Chen, Tsao-Chen 6,222 0.81% 3,018 USD
0.33~3.30
USD2,027 0.39% 1,864 USD
0.33~3.32
USD4,826 0.24%
Vice president of Clinical
Division (PPI)
(PPI)
Amanda Johnston
Vice president of
Production Division (DRX
USA)
(DRX USA)
Chris
Huxsoll
Consultant of Production
Department (DRX USA)
(DRX USA)
Liang Xia
Vice President of Finance
(DRX USA)
(DRX USA)
Bishoram Guragai
Director of Clinical
Department (TDW TW)
(TDW TW)
Liu, Hui-Fen
Senior Clinical Project
Manager/Clinical Statistics
Kuo, Chi-Ling
Manager of Production
Department (DRX USA)
(DRX USA)
Christopher Starr
Senior Clinical Project
Manager
Huang Yalun
AccountingManager Hsu,Shu-Yen

80

6. Restricted Stock Units (RSU):

  • (1) RSUs That Have Not Fully Vested Disclose Status as of the Annual Report Print Date and Impact on Shareholders' Equity: None.

  • (2) Names of Managers and Top 10 Employees by Shares Received Up to the Annual Report Print Date and Details of Acquisition: None.

  • New Shares Issued for Mergers or Acquisitions: None.

  • Status of Use of Proceeds:

Content and execution status of previously issued or privately placed securities that remain incomplete or were completed within the past three years but whose planned benefits have not yet materialized, as of the end of the quarter prior to the Annual Report print date:

With the exception of the cash capital increase and issuance of overseas depositary receipts approved by the Financial Supervisory Commission on July 11, 2023 (FSC Securities Issue Letter No. 1120347292), which was terminated due to market conditions, all previous issuances by the Company have been completed.

  • (1) Approval date and reference number: October 17, 2024, approved by the Financial Supervisory Commission, FSC Securities Issue Letter No. 1130358020.

  • (2) Total funds required for this plan: NTD 2,053,762 thousand.

(

(3) Source of funds:

  1. Cash capital increase: 24,000 thousand ordinary shares issued at a par value of NTD 10 per share, with an issue price of NTD 49 per share; total amount raised of NTD 1,176,000 thousand.

  2. NTD 853,762 thousand of the required funds will be financed from own funds and bank loans.

  3. (4) Plan items and planned use of proceeds schedule:

Unit: NTD thousand

Project Items Project Items Required
Funds
Source of
Funds
Planned Schedule of Funds Utilization Planned Schedule of Funds Utilization Planned Schedule of Funds Utilization Planned Schedule of Funds Utilization
2024
Q1–Q3
2024
Q4
2025
Q1 Q2 Q3 Q4
Expansion of the Zhunan
New Plant(Note 1)
300,000 This Offering - 30,000 50,000 80,000 100,000 40,000
Acquisition
of Equipment
(Notes 1 and
Zhunan
New Plant
440,000 This Offering - 110,000 120,000 70,000 30,000 110,000
Chengdu 303,180 - 45,180 64,500 64,500 64,500 64,500

81

2) Plant
Subtotal 743,180 - 155,180 184,500 134,500 94,500 174,500
Zhunan
New Plant
460,447 Own Funds and
Bank Loans
352,822 107,625 - - - -
Chengdu
Plant
393,315 375,366 17,949 - - - -
Subtotal 853,762 728,188 125,574 - - - -
Reinforcement of Operating
Capital
132,820 This Offering - 132,820 - - - -
Total 2,029,762 728,188 443,574 234,500 214,500 194,500 214,500
Overview of Expected
Benefits
(1) Plant Expansion and Equipment Acquisition
In view of the growth potential of peptide products, the Company plans to expand its Zhunan New Plant by
constructing additional facilities, including an injectable production line and a GLP-1 peptide active pharmaceutical
ingredient (API) production line. In addition, the Company intends to expand the Chengdu Plant in Mainland China
with the addition of a GLP-1 peptide API production line. Production and sales of peptide drugs at both the Zhunan
New Plant and the Chengdu Plant are expected to begin generating operating profit in 2027, with operating income
projected to grow year by year thereafter. The payback period is estimated to be approximately four years.
(2) Reinforcement of Working Capital
Under this fundraising plan, the Company intends to allocate NT$132,820 thousand to strengthen the working capital
of its subsidiaries in Taiwan and the United States. The Group’s oncology drug ADI-PEG 20 has been submitted to
the U.S. FDA for Biologics License Application (BLA) review. In addition, the subsidiary LinkYan Biotech is
developing multiple difficult-to-replicate peptide drugs, and the Group’s CDMO business continues to expand.
Accordingly, the Company will inject funds to support the ongoing development and daily operating needs of its
subsidiaries in Taiwan and the U.S. Based on the Company’s current average bank borrowing rate of approximately
2.5%, it is estimated that NT$277 thousand in interest expense will be saved in 2024, and NT$3,321 thousand will be
saved annually thereafter.

Note 1: Location of Zhunan Plant Expansion: No. 27, Kexue Road, Zhunan Township, Miaoli County (Zhunan New Plant of subsidiary LinkYan Biotech).

Note 2: Planned Locations for Equipment Installation: Zhunan Plant of subsidiary LinkYan Biotech (No. 27, Kexue Road, Zhunan Township, Miaoli County) and Chengdu Plant of subsidiary DRX.

82

(5) Execution Status

Unit: NTD thousands; %

Unit: NTD thousands; %
Implementation Q1 2026 Cumulative up to Q1 2026 Reasons for Ahead/Behind Schedule and
Improvement Plan
Project Item
Status
Amount Planned - Planned 300,000 The construction of the Zhunan new plant
Utilized Actual - Actual 50,440 commenced progressive capital utilization
starting from the third quarter of 2025.
However, by the end of 2025, the project was
temporarily suspended due to a resource
reassessment conducted by the parent
company group.
Expansion of Planned 100.00% Planned 100%
Zhunan New Plant Implementation
Actual 0% Actual 16.81%
Progress (%)
Amount Planned - Planned 440,000 As prior approval from the Science Park
Utilized Actual - Actual 398,699 Administration was required for the
investment application, the procurement
schedule was delayed. Following the
availability of funds, payments for related
equipment have been made in accordance
with the plan. Nevertheless, due to the parent
company group’s resource reassessment at
the end of 2025, further procurement has
been temporarilysuspended.
Acquisition of Planned 100.00% Planned 100%

Equipment–
Actual 0% Actual 90.61%
Implementation
Zhunan New Plant
Progress (%)
Amount Planned - Planned 303,180 Due to the need to align funding with the
Utilized Actual 11,377 Actual 172,662 bank’s internal operational procedures, the
Company was only able to complete the
relevant processes by the end of February
2025, resulting in slight delays in the
equipment procurement schedule and fund
utilization progress. After funds became
available, the Chengdu plant has proceeded
with payments for related equipment in
accordance with the plan. However, at the
end of 2025, further procurement was
temporarily suspended due to the parent
company group’s resource reassessment.
Planned 100.00% Planned 100%
Actual 3.75 Actual 56.95%
Acquisition of
Equipment–Chengdu Plant Implementation
Progress (%)
Amount Planned - Planned 132,820 Execution has been completed in accordance
Reinforcement of Utilized Actual - Actual 132,820 with the planned schedule.
Working Capital Implementation Planned - Planned 100.00%
Progress (%) Actual - Actual 100.00%
Amount Planned - Planned 1,176,000
Utilized Actual 11,377 Actual 754,621
Total Implementation Planned 0% Planned 100%
Progress (%) Actual 0.97% Actual 64.17%

Overall, the expansion of the Zhunan new plant and the equipment acquisition projects for the Zhunan and Chengdu plants financed by this cash capital increase are still being carried out in accordance with the planned fund utilization schedule. As the facilities have not yet officially commenced production, the benefits have not yet materialized. However, once the production equipment enters the mass production stage, increases in production capacity, operating revenue, and operating profit are expected to gradually emerge. In addition, the working capital reinforcement project was completed in the fourth quarter of 2024. Based on the Company’s current average bank loan interest rate of approximately 2.5%, interest expenses are expected to be reduced by NT$327 thousand in 2025 and by

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NT$3,921 thousand in each subsequent year. Accordingly, the projected benefits and the actual results achieved are considered reasonable. Furthermore, from the perspective of the Company’s capital structure and debt-servicing capacity, the debt ratio decreased from 25.67% prior to the capital raising to 25.52% after the capital raising. Meanwhile, the ratio of long-term capital to property, plant and equipment, the current ratio, and the quick ratio improved from 269.56%, 132.32%, and 124.01% to 316.29%, 709.15%, and 676.31%, respectively. This demonstrates that the Company has secured long-term stable funding and that its financial structure and debt-servicing capacity have been enhanced. Net asset value per share also increased from NT$8.14 in the third quarter of 2024 to NT$8.69 in the fourth quarter of 2024, indicating that the results of this capital increase have been favorable.

Unit: NTD thousands
Financial Structure Period Q3 2024 (Before
Capital Increase)
Q4 2024 (After Capital
Increase)
Basic Financial
Information
Current Assets 2,818,605 3,325,148
Total Assets 8,296,880 9,090,440
Current Liabilities 422,858 468,894
Total Liabilities 2,130,094 2,319,845
Net Asset Valueper Share(NT$) 8.14 8.69
Financial Structure Debt Ratio(%) 25.67 25.52
Long-Term Capital to Property,
Plant and Equipment Ratio (%)
269.56 316.29
Solvency Current Ratio(%) 132.32 709.15
Quick Ratio(%) 124.01 676.31

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Section V. Business Operations

1. Business Description

(1) Business Scope:

1. Primary Business Activities

Polaris Group is a fully vertically integrated biopharmaceutical development company that also provides Contract Development and Manufacturing (CDMO) services for biological drugs.

2. Revenue Breakdown by Major Products

The Group's 2025 revenue was NTD 40,602 thousand, derived from CDMO operations for biological drugs. ADI-PEG 20 remains in the R&D stage with no revenue.

3. Current Product (Service) Items

Product Introduction Application
ADI-PEG20
new drug
research and
development
ADI-PEG 20 is an innovative biological drug produced
by coupling arginine deiminase and polyethylene glycol
with a molecular weight of 20,000 . After intramuscular
injection into the human body, it can completely
decompose arginine in the blood circulation. Ultimately,
any cancer cells that are unable to synthesize arginine on
their own due to a metabolic defect die. It has now
entered clinical trials for a variety of cancers around the
world.
Hepatic cell carcinoma,
mesothelioma, soft tissue
sarcoma, acute myeloid
leukemia, non-small cell lung
cancer, pancreatic cancer,
malignant melanoma and brain
cancer, etc.
CDMO
Drug
development and
production
services
Utilizing the Group's sophisticated technology in the
production of Escherichia coli and an experienced R&D
team, we can provide customers with biological drug
development, manufacturing, clinical trials or marketing
applications, covering all stages. If there are problems
with specific technologies, international standards or
regulations, Provide overall project solutions. In
addition, Genovior Biotech, a subsidiary of the Group,
has the ability to complete product development,
production, quality control and regulatory
documentation from APIs to sterile preparations,
focusing on the one-stop CDMO service model for
HPAPIs, peptides, macromolecular APIs and injections.
It can provide global customers with convenient,
practical and effective pharmaceutical finished products
solutions.
A variety of biological drugs,
cell therapy, APIs, injections,
etc.
Multiple peptide
drugs
Generic drug
development
Genovior Biotech, a subsidiary of the Group, is the only
company in Taiwan capable of producing polypeptide
APIs with more than 30 amino acids through a fully
synthetic or microbial process, and can produce
polypeptide injections using a combination of API
production, aseptic filling of cassette bottles, and
medical devices (such as injection pen). At the same
time, we focus on the research and development of
generic drugs, APIs and injection products, and have
obtained more than 20 drug certificates.
Raw materials, biosimilar
drugs, peptide drugs, etc.

4. New Products (Services) in Development

ADI-PEG 20

ADI-PEG 20 is a broad-spectrum innovative biologic. Due to its differentiated mechanism of action, favorable efficacy, and mild side effect profile, it is well-suited for combination with other oncology drugs. Since 2013, the Group has initiated clinical trials at leading cancer centers in Europe, the Americas, and Asia.

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Cancer Type Stage Lead Cancer Center Intervention/Treatment
Soft Tissue Sarcoma Phase III University of
Washington
ADI-PEG 20
+ Gemcitabine
+ Docetaxel
Cerebral cancer Phase II/III Linkou Chang Gung
Memorial Hospital
Taiwan/Global
Coalition for adaptive
Research
ADI-PEG 20
+Temozolomide
+Radiotherapy
Hepatic cell
Carcinoma (Note 1)
Phase II/III
(Note 2)
Linkou Chang Gung
Memorial Hospital,
Taiwan
Monotherapy
Acute Myeloid
Leukemia
Phase I MD Anderson Cancer
Center Houston,
Texas, United States
ADI-PEG 20
+ Venetoclax
+ Azacitidine
NASH (Note 1) Phase II Linkou Chang Gung
Memorial Hospital,
Taiwan
Monotherapy

Note 1: Enrollment for this clinical trial was closed on January 30, 2026. Note 2: Proof of Concept (POC)

(1) Soft Tissue Sarcoma

This Phase III clinical trial received FDA approval (INA) and completed enrollment of the first patient. ADI-PEG 20 is administered in combination with Gemcitabine and Docetaxel to treat leiomyosarcoma patients. The trial is randomized, double-blind, multi-national, and multi-center. The primary endpoint is Progression-Free Survival (PFS), and the secondary endpoint is Overall Survival (OS).

(2) GBM

This clinical trial evaluates ADI-PEG 20 in combination with radiotherapy and Temozolomide for the treatment of patients with glioblastoma (GBM). The study was initially conducted as a Phase I clinical trial. Following completion of subject enrollment, the results indicated that ADI-PEG 20 combined with the current standard of care (including radiotherapy) demonstrated good tolerability and safety in GBM patients. Based on these findings, the study has been advanced to a Phase II clinical trial.

The Phase II study has been redesigned as a randomized, double-blind, placebo-controlled trial, with an expanded scale. It is being conducted as a multinational, multicenter study with competitive enrollment, with a planned total of 100 patients worldwide.

The primary endpoint is Overall Survival (OS), while investigators will also assess Progression-Free Survival (PFS).

This trial is led by Linkou Chang Gung Memorial Hospital. As of August 2025, enrollment for the 100th patient in the Phase II GBM trial has been

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completed, and the study is currently ongoing with treatment and follow-up.

The Company has also joined the GBM AGILE platform a novel clinical trial platform approved by the U.S. FDA that can simultaneously evaluate multiple novel drugs for brain cancer while sharing control-group patients. The platform has contracted with major hospitals worldwide, enabling faster patient enrollment. The target enrollment is 300 patients. In August 2023, the ADI-PEG 20 arm in the GBM AGILE trial began recruiting newly diagnosed and recurrent GBM patients. Dr. Nicholas Blondin of Yale School of Medicine and Dr. Macarena de la Fuente of the University of Miami Sylvester Comprehensive Cancer Center serve as the principal investigators for ADI-PEG 20.

  • (3) Acute Myeloid Leukemia (AML)

This Phase I clinical trial is led by MD Anderson Cancer Center, evaluating ADI-PEG 20 in combination with Venetoclax and Azacitidine in patients with AML. In addition to assessing the safety and tolerability of this combination, the trial further explores the efficacy of this combination at the Recommended Phase 2 Dose (RP2D).

CDMO Biopharmaceutical Contract Development and Manufacturing

DRX USA, the Group's subsidiary in Northern California, possesses sophisticated technology in E. coli-based bioproduction in addition to manufacturing ADI-PEG 20. Since officially launching CDMO services in November 2019, the business has received strong market reception. Following the success of the Phase III mesothelioma trial, DRX USA is progressively transitioning to a commercial operating model and actively pursuing related preparations, including three validation batches of manufacturing, GMP facility inspection preparation, and drug registration applications, to meet regulatory requirements for product launch.

In addition, the Group's Chengdu subsidiary, DRX Chengdu, originally served as a new product development and research center supporting the Northern California facility. Following the completion of its phased mission, the Company began planning at the start of this year to upgrade DRX Chengdu from an R&D unit to a GMPcompliant manufacturing facility, which is expected to generate stable revenue for the Group in the future.

Linyuan Biotech, a subsidiary of the Group, is one of the few CDMO companies in Asia capable of conducting commercial-scale API and injectable drug manufacturing. Leveraging its technical expertise and capacity advantages, it continues to provide global pharmaceutical clients with advanced process development, scale-up, formulation development, and other technical services and drug product solutions. The following CDMO/CMO services are offered:

  • Process development of peptide or protein APIs manufactured through microbial fermentation or human cell-based processes

  • Formulation development for biological injectables

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  • Manufacturing services for biological APIs, lyophilized injectables, prefilled syringes, and auto-injector pens, ranging from pre-clinical and clinical research quantities to commercial-scale production.

Polypeptide Product Development and Process Optimization

Polaris will strengthen Linyuan Biotech's R&D and innovation in the polypeptide product line, with particular focus on developing multiple polypeptide products while simultaneously optimizing processes to improve production efficiency and product quality. The following are the key plans for Linyuan Biotech in polypeptide product development and process optimization:

  • (1) Semaglutide

Semaglutide is a drug used to treat diabetes, classified as a GLP-1 (glucagonlike peptide-1) receptor agonist. GLP-1 is an analog of insulin-stimulating hormones that promotes insulin secretion and lowers blood glucose levels. Additionally, Semaglutide is used for weight management in obesity, as it reduces appetite. With the originator company's ongoing clinical trials, Semaglutide's indications are expected to continue expanding, including kidney disease in diabetic patients. The Company is committed to further optimizing Semaglutide products, from API, injectables, and oral generic formulations.

On the business development front, the Company is focused on expanding into emerging markets. Given the supply shortage of Semaglutide, the Company plans to enter major emerging markets through joint ventures, co-development, or technology transfer arrangements.

(2) Industry Overview

  1. Current Status and Development of the Industry

(1) Oncology Drugs

According to IQVIA statistics, including COVID-19 vaccines and drugs, the global pharmaceutical market reached approximately USD 1.61 trillion in 2023, representing growth of approximately 8.78% from USD 1.48 trillion in 2022, as shown in Figure 2-1. Of this, the market size of advanced economies was approximately USD 1.2 trillion.

According to IQVIA surveys, the projected top five global therapeutic drug categories in 2028 are oncology drugs, immunosuppressants, antidiabetics, cardiovascular drugs, and central nervous system drugs, as shown in Table 2-2. Cancer remains a major global disease urgently requiring solutions, and oncology drugs including newly approved and in-development items globally remain the top category.

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Unit: USD 100M, %

Unit: USD 100M,%
Field of Drug 2028
Forecast Sales
Volume
Between 2024
and 2028
Oncologics (anticancer drug) 4,440 14~17
Immunosuppressants
(immunosuppressor)
1,920 2~5
Anti-diabetics (hypoglycemic drugs) 1,840 3~6
Cardiovascular (drugs for
cardiovascular diseases)
1,260 2~5
Central Nervous System (central
nervous system drugs)
1,030 6~9
Respiratory (respiratory medication) 990 3~6
Mental health (mental health
medication)
810 9~12
Infectious diseases (drugs for
infectious diseases)
750 3~6
Obesity (anti-obesity drugs) 740 24~27
GU sexual health (drugs for
genitourinary and sexual health)
620 3~3

Data source: Global Use of Medicines 2024: Outlook to 2028, IQVIA, January 2024.

(2) Biopharmaceuticals / Biopharmaceutical CDMO

According to IQVIA research reports, the global biopharmaceutical market will grow from USD 503 billion in 2023 to USD 892 billion in 2028, with a compound annual growth rate of approximately 9.5–12.5%.

==> picture [386 x 144] intentionally omitted <==

Data source: Global Use of Medicines 2024: Outlook to 2028, IQVIA, January 2024. Biopharmaceuticals are a new class of drugs that have emerged over the past

89

decade, capable of treating cancer, rheumatoid arthritis, leukemia, and other common chronic diseases. High production costs and long-term usage requirements mean sales can easily reach hundreds of millions of dollars, making biopharmaceuticals a highly profitable drug category.

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Unit: USD 100M, %

Brand Name/Manufacturer
Name
Major
Indications
Sales Volume
of 2022
Sales
Volume of
2023
Growth rate
from 2022 to
2023
Product Name
Keytruda®
(Merck & Co)
Advanced
melanoma
20.937 billion 25.011
billion
19.46% Monoclonal
antibodydrug
Humira®
(AbbVie)
Rheumatoid
arthritis, Crohn's
disease,
psoriasis,
juvenile
idiopathic
polyarthritis,etc
21.237 billion 14.404
billion
-32.17% Monoclonal
antibody drug
Ozempic®
(Novo Nordisk)
Diabetes 8.446 billion 13.894
billion
64.50% Chymotrypsinogen
Dupixent®
(Sanofi)
Dermatitis,
asthma, chronic
sinusitis.
8.720 billion 11.588
billion
32.89% Monoclonal
antibody drug
Comirnaty®
(Pfizer/BioNTech)
COVID-19 43.020 billion 11.202
billion
-73.96% Vaccine
Stelara®
(Johnson & Johnson)
Psoriasis 9.723 billion 10.858
billion
11.67% Monoclonal
antibodydrug
Darzalex®
(Johnson & Johnson)
Multiple
myeloma
7.977 billion 9.721 billion 21.86% Monoclonal
antibodydrug
Opdivo®
(Bristol-Myers Squibb)
Melanoma 8.249 billion 9.009 billion 9.21% Monoclonal
antibodydrug
Gardasil® /Gardasil 9®
(Merck & Co)
HVP 6.897 billion 8.886 billion 28.84% Vaccine

Data source: GlobalData, May 2024.

According to a Grand View Research report, the global emerging therapy CDMO market was approximately USD 5.64 billion in 2023. Driven by increased demand for emerging therapies and expanding manufacturing capacity for emerging therapies, the market is expected to maintain strong growth.

(3) GLP-1 Peptide

According to a November market research report by Coherent Market Insights, the global market for GLP-1 receptor agonists is expected to reach approximately USD 56 billion by 2031.

Beyond diabetes and weight loss, an increasing body of preliminary efficacy research suggests that GLP-1 receptor agonists may have broader pharmacological effects with therapeutic potential in other diseases, potentially expanding to more indications. For example, in March 2024, the FDA approved Semaglutide for reducing the risk of major adverse cardiovascular events.

According to Novo Nordisk's 2024 annual report, Semaglutide's global sales were approximately DKK 201.8 billion (approximately USD 29.3 billion). Antidiabetic Semaglutide injection Ozempic had sales of DKK 120.3 billion in 2024.

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  1. Upstream, Midstream, and Downstream Industry Chain Relationships

Upstream Midstream Downstream Material supplier GM Medical • Raw materials and ppharmaceutical institutions consumables for factory Drug agent sales the production of • Production of and distributors medicines pharmaceutical Outsourcing R&D raw materials institutions that meet • Assist in the specifications execution of • Packaging of clinical trials or pharmaceutical the development raw materials of specific assays • Quality and Engineering quality control Company of • cGMP factory pharmaceutical design, raw materials construction and and finished maintenance products

3. Various Development Trends of Products

In recent years, most novel cancer drugs have been targeted therapies, designed to exploit various possible differences between tumor cells and normal cells, effectively killing tumor cells without affecting normal cells.

ADI-PEG 20, under development by the Company, is a biologic developed by exploiting a significant metabolic difference between tumor cells and normal cells. Since initiating the first clinical trial at MD Anderson Cancer Center in 2001, ADIPEG 20 has demonstrated promising efficacy in multiple cancer types.

ADI-PEG 20's development trend in the coming years will focus on three directions:

A. WWOX Biomarker

Due to single nucleotide polymorphism (SNP) differences in gene sequences between individuals, different responses to disease occurrence and drug efficacy have been observed. The Company has identified a relevant gene biomarker WWOX.

WWOX is an oxidoreductase with a WW domain and a tumor suppressor that can regulate cell growth or death, inhibit cell cancerization, and even suppress cancer cell invasion. Based on Company research, different genetic subtypes of WWOX have different responses to ADI-PEG 20.

Future clinical trials will actively explore the relationship between ADIPEG 20 and genetics, aiming to identify suitable patients based on Taiwan's genetic data, develop tailored treatment approaches, and create treatments with fewer side effects, better disease control, and more personalized precision

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medicine.

B. Market Expansion

Since many cancers have tumor cells with mutations preventing arginine synthesis, ADI-PEG 20 indications should include multiple cancers. The Company will continue clinical trials for multiple cancer types, expanding ADI-PEG 20's market.

C. Combination Therapy to Enhance Efficacy

Cancer treatment is increasingly trending toward combining multiple drugs with different mechanisms of action, demonstrated efficacy, and relatively mild side effects. ADI-PEG 20's mechanism of action is completely different from all currently approved or Phase II/III clinical cancer therapies, making it suitable for combination with any other cancer therapy.

The Company's subsidiary Linyuan Biotech focuses on R&D, manufacturing, and sales of difficult-to-formulate biosimilars, generic drugs, and injectable formulations. These products are high-margin pharmaceuticals with significant market potential. Teriparatide, GLP-1 products, and other products under development at Linyuan Biotech represent strong growth drivers.

4. Competitive Landscape

A. Other Arginine Deprivation Therapies

Besides Polaris, two other companies are researching arginine deprivation for cancer treatment: Bio-Cancer Treatment International (BCT) and Aeglea Biotherapeutics (Aeglea), which use a different enzyme arginase rather than ADI.

Polaris's ADI-PEG 20 (Pegargiminase) has a different mechanism of action. ADI catalyzes the hydrolysis of arginine, producing citrulline and ammonia. Microorganisms can synthesize citrulline back to arginine, so normal cells generally are not affected.

Although arginase is a native human enzyme that does not generate antibodies, it has two major differences from ADI-PEG 20 as a cancer drug (Dillon 2002, Keshet 2018): (1) low Km value causing depletion of arginine in normal cells; (2) its product ornithine can be converted back to arginine by tumor cells.

BCT-100

BCT has been testing BCT-100 monotherapy since 2000. The most recently published results are from a Phase II liver cancer trial with 27 patients (Chan 2021); as a single-arm small trial, its survival results cannot be compared with control groups.

Aeglea

To address the low Km problem of arginase, Aeglea replaced the original manganese ion with cobalt, renamed peglizarginase (Stone 2010). Aeglea

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initiated a Phase I/II trial in 2015 for ASS1-deficient solid tumors but terminated it in 2022.

In addition to the above two companies, Athenex, a company based in Buffalo, NY, claims its new pegylated arginase (Yu 2021) showed effects in preclinical cell and animal experiments, but to date has not initiated formal clinical trials.

In summary, apart from Polaris, no other company's clinical trials are actively testing arginine deprivation cancer therapy.

B. Other Mechanism-Based Therapies

The Company's core drug ADI-PEG 20 has a unique mechanism of action, distinct from traditional chemotherapy or radiation therapy, with higher specificity for cancer cells. It enhances cancer treatment effectiveness while having less impact on normal cells.

C. Generic Drug Market

According to a Precedence Research report, the global generic drug market was approximately USD 464.98 billion in 2023, estimated to reach USD 776.78 billion by 2033.

The generic drug market is large with many competitors. Profiting from this market requires consideration of multiple factors, the most important being product selection. Whether in chemical synthesis drugs or biologic development, the Company focuses on difficult-to-formulate drugs which have high technical barriers, fewer competitors, and higher profit margins avoiding direct competition with large pharmaceutical companies on standard generics.

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(3) Technology and R&D Overview

  1. R&D Expenditures Invested in the Most Recent Year and Up to the Annual Report Print Date
(3) Technology and R&D Overview
1. R&D Expenditures Invested in the Most Recent Year and Up to the Annual Report
Print Date
(3) Technology and R&D Overview
1. R&D Expenditures Invested in the Most Recent Year and Up to the Annual Report
Print Date
(3) Technology and R&D Overview
1. R&D Expenditures Invested in the Most Recent Year and Up to the Annual Report
Print Date
Unit: NTD thousands
Items
2025
By the end of March 2026
(Note 1)
R&D expenses (A)
2,262,281
-
The amount of paid-in capital at the
end of the period (B)
8,598,927
-
(A) / (B)(%)
26.31%
-
Items 2025 By the end of March 2026
(Note 1)
R&D expenses (A) 2,262,281 -
The amount of paid-in capital at the
end of the period (B)
8,598,927 -
(A) / (B)(%) 26.31% -

Note 1: As of the Annual Report print date, the Q1 2026 financial report has not yet been issued.

  1. Successfully Developed Technologies or Products

The Company's primary R&D drug ADI-PEG 20 remains in clinical trials and has not yet received drug approval for commercial sale. However, ADI-PEG 20 has obtained patents in numerous countries, and since initiating the first clinical trial at MD Anderson Cancer Center in 2001, has demonstrated favorable efficacy and safety.

Furthermore, through nearly twenty years of process development and manufacturing experience with ADI-PEG 20 clinical trial drug, the Company has mastered the complete process key technologies for biopharmaceuticals (E. coli), enabling the production of advanced protein drugs, including recombinant proteins, recombinant protein vaccines, nanobodies, hormones, and interferons.

  • (4) Short-Term and Long-Term Business Development Plans

  • Short-Term Development Strategies and Plans

    • (1) A rolling BLA submission for mesothelioma has been filed with the U.S. FDA, with all drug approval-related materials has been completed in 2025, along with active pursuit of Priority Review designation from the FDA.

    • (2) Strategically plan future clinical trials to obtain global drug approvals as quickly as possible, benefiting cancer patients worldwide.

    • (3) Continue exploring the relationship between ADI-PEG 20 and genetics; through genetic testing, maximize therapeutic benefits for patients, achieve the ultimate goal of precision medicine, and further increase ADI-PEG 20 market penetration across each cancer indication to expand market scale.

    • (4) Integrate the expertise of Polaris Group and Linyuan Biotech to expand the product line, including peptide-related APIs, difficult-to-formulate generic drugs, and 505(b)(2) drug products, to better meet diverse patient needs.

    • (5) Seek strategic alliance partners to collaborate through co-development or regional licensing arrangements, enriching operating capital and sharing development risk.

    • (6) Pragmatically develop relevant metabolic disease indications — such as clinical

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trials for severe fatty liver disease combined with diabetes — targeting ADIPEG 20 as a preferred drug for combination use with various oncology therapies and metabolic therapy, benefiting more patients.

  - (7) For Semaglutide products, the Company plans to focus on expansion into emerging markets and plans to collaborate with emerging market countries through joint ventures, co-development, or technology transfer.

  2. Medium- and Long-Term Development Strategies and Plans

  - (1) Obtain drug approval for at least two indications of ADI-PEG 20 and commercialize them, while actively pursuing drug licensing.

  - (2) Strengthen R&D and innovation in polypeptide product lines at Linyuan Biotech, with particular focus on multiple polypeptide products while optimizing `—`

  - processes to improve production efficiency and product quality building a dual engine for Polaris Group of ADI-PEG 20 novel cancer drugs and chemically synthesized polypeptide products to drive the Company's future growth.
  1. Market and Sales Overview

  2. (1) Market Analysis

    1. Main Product (Service) Sales (Provision) Regions

The Group's core technology focuses on ADI-PEG 20, an innovative cancertargeting drug, which has undergone human clinical trials for various cancers globally. Due to its unique mechanism of action, efficacy and safety have been observed in multiple cancer trial settings. After the Company obtains drug approval, the sales strategy will cover global markets. In addition, the Group's subsidiary Linyuan Biotech currently generates revenue primarily from CDMO services.

The Group's subsidiary Linyuan Biotech currently derives its main revenue from CDMO, with principal customers in Japan and Taiwan.

  1. Market Share

The Company's ADI-PEG 20 product has not yet been sold in the market; therefore, comprehensive market share analysis is currently unavailable. Linyuan Biotech, a subsidiary of the Group, possesses comprehensive capabilities from API to sterile formulation in product development, production, quality control, and regulatory filing, with a focus on HPAPI (Highly Potent Active Pharmaceutical Ingredients) and injectable products.

  1. Future Supply-Demand Conditions and Growth Potential

According to IQVIA surveys, oncology drugs are projected to be the top global therapeutic category in 2028. Cancer remains a major global disease, and oncology drugs — including newly approved and in-development items — continue to lead all therapeutic categories. With the ongoing development of innovative cancer therapies, the oncology drug market is expected to continue growing.

According to a MarketsandMarkets research report, the global pharmaceutical CDMO market reached USD 176.5 billion in 2023 and is projected to grow at a CAGR of 7.9% to USD 258.3 billion by 2028. Chemical

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drugs still dominate the CDMO market.

  1. Competitive Advantage

  2. (1) ADI-PEG 20 is an innovative cancer-targeted therapy with a mechanism of action completely different from other therapies; no similar drug is currently on the market or in late-stage clinical trials globally.

  3. (2) In advanced clinical development, over 1,600 patients with various end-stage cancers worldwide have received ADI-PEG 20 treatment in clinical trials, demonstrating clear efficacy with mild side effects.

  4. (3) Multiple different cancers may be treatable with ADI-PEG 20, representing a large potential market.

  5. (4) Due to its completely different mechanism of action and high safety profile, ADI-PEG 20 can be combined with any other therapy for enhanced efficacy, further expanding the market.

  6. (5) Vertically integrated manufacturing capabilities — with internationally compliant production lines in both the United States and China in the future — enable unified planning of drug supply, quality control, storage, transportation, and marketing.

  7. (6) A strong team, collaborating with the world's leading cancer centers and authorities, maintaining global leadership.

  8. (7) ADI-PEG 20 has obtained 49 patents internationally, covering the United States, Canada, Europe, Australia, Singapore, South Korea, and others, with 20 more patents pending.

  9. (8) Achievements in polypeptide and difficult-to-copy oncology drug development, along with the integrated capability of biochemical synthesis and formulation, provide customers with a one-stop CDMO service from R&D to production.

  10. (9) Capabilities to produce polypeptide APIs with more than 30 amino acids via full synthesis or microbial processes, combined with API production + cartridge vial sterile filling + medical devices (such as auto-injector pens), enabling polypeptide injectable production.

  11. Favorable and Unfavorable Factors for Development Prospects and Countermeasures

  12. (1) Favorable Factors for Development Prospects:

    • (i) As human lifespans extend, the global cancer patient population is rapidly increasing each year.

    • (ii) Multiple different cancers may be treatable with ADI-PEG 20, with a completely different mechanism of action from other therapies, high safety, and suitability for combination with other therapies to enhance efficacy and expand the market.

    • (iii) The government is actively promoting the biotechnology industry, incorporating biotech and pharmaceuticals into its five major innovative industrial R&D programs to drive the biotechnology industry and create the next engine of national economic growth.

    • (iv) As patents on many important drugs expire in coming years, and given

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National Health Insurance budget constraints, governments are encouraging generic drug use. The importance of generic drugs in the pharmaceutical market is growing year by year, and the growth rate of the generic drug market will remain significantly higher than branded drugs.

  • (2) Unfavorable Factors for Development Prospects and Countermeasures:

  • (i) Development of novel cancer drugs is a priority for most pharmaceutical companies, and more new drugs will obtain approvals and enter the market in the future.

Countermeasure:

ADI-PEG 20 has a unique mechanism of action that targets a different market from other drugs. Additionally, any new drug may be used in combination with ADI-PEG 20 to enhance efficacy.

  • (ii) Long development cycles and high risk in novel drug R&D

The biopharmaceutical industry requires the combination of talent, technology, and capital. It requires considerable time and high R&D investment, with significant inherent risks.

Countermeasure:

ADI-PEG 20 is an innovative cancer-targeted therapy with a completely unique mechanism of action; no drug with a similar mechanism is currently on the market or in late-stage clinical trials globally. The Company does not rule out considering strategic alliances with major international companies at an appropriate time in the future, through technology licensing fees and milestone payments to jointly share R&D costs and risks.

  • (iii) Proliferation of generic drug competitors causing price erosion and shortened product life cycles.

Countermeasure:

Focus on difficult-to-formulate drugs as the R&D priority and leverage production advantages to reduce manufacturing costs.

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  • (2) Major Products, Key Uses, and Manufacturing Processes

  • Key Uses of Major Products: ADI-PEG 20 developed by the Company is a cancer treatment drug not limited to a single indication. The Group's subsidiary Linyuan Biotech's main revenue currently comes from CDMO, with primary product applications in orphan drugs and addiction treatment drugs. Future polypeptide drugs and oncology drugs to be commercialized will be primarily focused on treating various types of cancer.

  • Manufacturing Process for Major Products: E. coli fermentation, protein purification, raw material modification, formulation filling, refrigerated storage.

  • (3) Status of Major Raw Material Supply: Primarily production consumables; each consumable has two or more suppliers, with stable supply and no concentration of transactions.

  • (4) For Any Customer That Accounted for 10% or More of Total Purchases (Sales) in Either of the Most Recent Two Years, Disclose the Customer Name, Purchase (Sales) Amount and Percentage, and Explain the Reasons for Increases or Decreases:

The Company's ADI-PEG 20 product remains in the clinical trial stage, so no revenue or gross profit from sales has been generated. CDMO revenue for biological drugs in 2024 and 2025 was NTD 107,000 thousand and NTD 40,602 thousand, respectively.

The Company's primary business involves developing the biological cancer drug ADI-PEG 20 and providing CDMO services. Since ADI-PEG 20 remains in clinical trials, 2022 revenue came from Helix BioMedix (US) and others.

In 2024, suppliers accounting for more than 10% of total purchases were Yuhe, Shandong Weigao, and Livzon Group, with purchase amounts of NTD 7,065, 3,203, and 2,438 thousand, representing 10.49%, 4.75%, and 3.62% of purchases during the period, respectively.

Major Sales Customer Data for the Most Recent Two Years

Unit: NTD thousands

2024 2025 As of Marc h 31, 2026 (Note 1) h 31, 2026 (Note 1)
Items Name Amount Proportion
of annual
net sales
(%)
Relationship
with the
issuer
Name Amount Proportion of
annual net
sales (%)
Relationship
with the
issuer
Name Amoun
t
Proportion
of annual
net sales
(%)
Relationship
with the issuer
1 OrphanPacific Inc. 52,547 49 None Taivex Therapeutics
Corporation
8,273 20 None -
OrphanP
acific
Inc.
33,193 90 None
2 Hangzhou
YidanBiotechnology
Co.,Ltd.
12,143 11 None Hangzhou
YidanBiotechnology
Co.,Ltd.
8,004 20 None Others - 3,703 10 None
3 - - - None POLYAMINE
(TAIWAN)
CORPORATION
4,200 10 None - - - -
4 Others 42,310 40 None Others 42,310 50 None - - - -
Net sales volume 107,000 100 - Net sales volume 40,602 100 - 36,896 100 -

Note 1: As of the Annual Report print date, Q1 2026 has not yet ended.

99

3. Employee Information

Profile of Employees in the Last Two Years and as of the Date of Publication of the Annual Report

Report
Year 2024 2025 As of March 31,
2026
Number of
workers
R&Dpersonnel 322
323

245
Otherpersonnel 66
354

261
Total 388
674

506
Average age 38.72
38.61

38.56
Averageyears of service 3.50
2.66

2.40
Education
distributed
ratio (%)
PhD 9.54
5.49

5.93
Master 30.41
28.19

27.67
College 56.44
63.06

62.25
High school 3.61
2.82

3.36
Below high school 0.00
0.45

0.79

4. Environmental Expenditure Information

Total losses (including compensation) and penalties incurred in the most recent year and up to the Annual Report print date due to environmental pollution, along with future response measures (including improvement actions) and possible expenditures (including estimated losses if no countermeasures are taken; if a reasonable estimate is not possible, state the reason): None.

5. Labor Relations

  • (1) Employee benefits, professional development, training, retirement system and their implementation, labor-management agreements, and employee rights protection measures:

1. Taiwan Employees

(1) Employee Benefits

The Company's employee benefits comply with the Labor Standards Act, Labor Insurance Act, and related regulations. Current benefit programs include cash gifts for Dragon Boat Festival, Mid-Autumn Festival, Lunar New Year, marriage; funeral allowances; hospitalization allowances; childbirth congratulatory gifts; group insurance; and others.

(2) Employee Training and Development

The Company has established a comprehensive education and training system, primarily comprising pre-employment training and on-the-job training, providing employees with diverse learning channels and professional development courses to achieve the Company's goal of creating a continuous learning and development environment and cultivating professional talent.

(3) Retirement System

New system: Handled in accordance with the Labor Pension Act.

  • (4) Labor-Management Agreements and Employee Rights Protection Measures

The Company understands employee needs through various communication,

100

incentive, education, and team-building activities, and actively identifies and resolves employee issues, establishing a harmonious relationship between employees and the Company to enhance employee cohesion and satisfaction for a better shared future. The Company is committed to gender equality in the workplace, taking proactive steps to ensure female employees receive equal work conditions and opportunities.

  1. U.S. Employees

In addition to complying with U.S. Federal Social Security Act and U.S. labor law regulations, the Company provides employees with health insurance and workers' compensation benefits.

  1. Mainland China Employees

In addition to implementing the Labor Contract Law and its related regulations as the employment policy for subsidiaries in mainland China, the Company adopts measures to prevent labor discrimination, prohibit child labor, and provide normal and safe working conditions for employees.

  • (2) Losses incurred due to labor disputes in the most recent year and up to the Annual Report print date, and estimated amounts and countermeasures for current and potential future occurrences; if a reasonable estimate is not possible, state the reason: None.

  • Information Security Management

  • (1) Information security risk management framework, information security policy, specific management plans, and resources invested in information security management:

The IT engineer under the Administration Department is responsible for coordinating and implementing information security policies, promoting information security awareness, collecting and improving the Company's information security management system, and ensuring the confidentiality, integrity, and availability of information. The Internal Audit Office conducts annual assessments of the internal control system's computer information system security controls.

  1. Information Security Policy

  2. Ensure data access is regulated according to departmental functions.

  3. Prevent unauthorized access to and modification of data and systems, ensuring their accuracy and integrity.

  4. Ensure the continuous operation of information systems.

  5. Regularly conduct information security audits to ensure effective implementation of information security.

  6. Regularly promote information security policies to enhance employee information security awareness and strengthen their understanding of related responsibilities.

  7. Specific Management Plans and Resources Invested in Information Security

  8. Information security activities are coordinated, managed, and supervised by the

  9. IT engineer, who is dedicated to information security work. Regular internet security controls, data access controls, backup and disaster recovery mechanisms are conducted, along with information security awareness programs and training courses. Through the implementation of relevant security policies, the Company's information security can be effectively protected.

  10. (2) Losses, possible impacts, and countermeasures due to material information security incidents in the most recent two years and up to the Annual Report print date; if a reasonable estimate is not possible, state the reason: None.

101

7. Material Contracts

Nature of Contract Party Duration of Contract Main Content Restrictive Clause
Cooperative research
agreement
Polaris/
Ludwig Institute for Cancer
Research Ltd
January 3, 2011 to the
completion of the contract
USA Human Clinical Trial
Study
Confidentiality Clause
Clinical research agreement Polaris/
Polaris Pharmaceuticals
July 1, 2020 to the completion
of the contract
Human clinical trials in Asia Confidentiality Clause
Mutual licensing agreement Polaris/
Polaris Pharmaceuticals/
DRX USA
2014.12.17 DRX USA Patent Mutual
License
Confidentiality Clause
Outsourced manufacturing
agreement
Polaris/
DRX USA
2012.10.01 Manufacture of outsourced
clinical medicines
Confidentiality Clause
Quasi-contractual service Polaris/
PPI
2021.01.01-2024.12.31 Outsourced R&D, clinical trials
and administrative service
Confidentiality Clause
Land Transfer Contract DRX Chengdu/
Chengdu Municipal Bureau
of Land and Resources
August 6, 2013
(the term of land release shall
be 50 years from the date of
delivery. Prior to the
expiration of the useful life,
the land user may apply for
the contract, which shall be
approved by the issuer unless
recovered in accordance with
the needs of the public
interest. However, the term of
the use right of the residential
construction land shall be
automatically renewed.)
State-owned construction land
for sale
None
Lease agreement PPI /
SAN Diego SYCAMORE,
LLC
2020.02.01-2024.05.31 USA San Diego Office Rental None
Lease agreement PPI/
Allison Commercial, LLC
2013.08.01-2028.07.31 USA Va caville plant lease None
Outsourced manufacturing
agreement
PPI/ Helix BioMedix, Inc. 2019.11.14- Development of E. coli
expression system for UVDE-
TAT production
Confidentiality Clause
Joint Development
Agreement
Polaris/ Nanotein
Technologies., Inc.
2020.09.30 Cooperative Development
Agreement
Confidentiality Clause
Property sale and purchase
contract
DRX USA /
Agenus West, LLC
2021.05.14 Purchase of land None
Clinical research agreement PPI/ Global Coalition for
Adaptive Research.
November 19, 2022 to the
completion of the study
Clinical trial study of cerebral
cancer
Confidentiality Clause
Lease agreement Polaris Pharmaceuticals/
WEST FORTUNE
INDUSTRIES LIMITED
2022.10.01-2027.12.31 Rental of Taipei Office None
Loan contract DRX Chengdu/Shanghai
Commercial & Savings
Bank
2023.03.27-2024.03.26 Short-term loan in Renminbi
136,000,000 dollars
None
Loan contract DRX Chengdu/Bank of
Chengdu
2023.08.18-2024.08.17 Short-term loan in Renminbi
20,000,000 dollars
None
Loan contract DRX Chengdu/KGI Bank 2023.10.12-2028.10.11 Long-term loan in Renminbi
68,000,000 dollars
None
Property sale and purchase
contract
DRX USA /
Asset Preservation, Inc.
2023.12.01 Purchase of land and building None
Property sale and purchase
contract
Polaris Pharmaceuticals
Inc./Epistar
2024.01.25 Purchase of plant None
Authorization supply
contract
Genovior Biotech/Company
A
2022.07.26 Drug distribution Confidentiality
Agreement
Inspection guidance
agreement
Genovior
Biotech/FAMTRIZ
PHARMACEUTICAL
CONSULTING LDA
EMONA BIOPHARMA
d.o.o.
2023.09.11 Instructed Europe GMP to
inspect the plant in Southern
Taiwan Science Park
None
Audit services agreement Genovior Biotech/Youth
CDMO
2023.10.11 EU QP audit and MHRA on-site
audit

None
Lease agreement Genovior Biotech/Hsinchu
Science Park
2021.01.01-2028.12.31 Plant rental in Zhunan None
Lease agreement Genovior Biotech/Southern
Taiwan Science Park
2024.01.01-2024.12.31 Plant rental in Southern Taiwan
Science Park
None
Loan contract Genovior Biotech/First Bank
2020.01.20-2025.01.20
Long-term loan in New Taiwan
Dollars 20,000,000 dollars
None
Loan contract Genovior Biotech/First Bank
2020.04.09-2025.04.09
Long-term loan in New Taiwan
Dollars 17,500,000 dollars
None

102

Nature of Contract Party Duration of Contract Main Content Restrictive Clause
Loan contract Genovior Biotech/First Bank
2020.08.12-2025.08.12
Long-term loan in New Taiwan
Dollars 30,000,000 dollars
None
Loan contract Genovior Biotech/First Bank
2022.12.09-2027.12.28
Long-term loan in New Taiwan
Dollars 30,000,000 dollars
None
Loan contract Genovior Biotech/First Bank
2023.07.28-2028.07.28
Long-term loan in New Taiwan
Dollars 34,726,000 dollars
None
Loan contract Genovior Biotech/Hua Nan
Commercial Bank Ltd.
2020.04.09-2025.04.09 Long-term loan in New Taiwan
Dollars 15,000,000 dollars
None
Loan contract Genovior Biotech/Taiwan
Cooperative Bank
2023.12.07-2028.12.07 Long-term loan in New Taiwan
Dollars 30,000,000 dollars
None
Loan contract Genovior Biotech/Taiwan
Cooperative Bank
2023.08.07-2028.05.30 Long-term loan in New Taiwan
Dollars 16,500,000 dollars
None
Land lease agreement Zhunan Science Park 2024.04.30-2043.12.31 Land lease agreement in
Zhunan Science Park
None
Loan contract Polaris Pharmaceuticals
Inc./Polaris
2024.04.29-2025.04.28 Short-term loan in US Dollars
1,000,000 dollars
None
Loan contract DesigneRx Pharmaceuticals
(Chengdu)/Polaris
2024.05.14-2025.05.13 Short-term loan in US Dollars
7,000,000 dollars
None
Loan contract Polaris Pharmaceuticals
Inc./Polaris
2024.07.10-2025.07.09 Short-term loan in US Dollars
1,000,000 dollars
None
Loan contract Polaris Pharmaceuticals
Inc./Shanghai Commercial
& Savings Bank
2024.06.27-2031.06.27 Long-term loan in New Taiwan
Dollars 500,000,000 dollars
None
Company Merger
Agreement
Polaris Pharmaceuticals
Inc./Genovior Biotech
2024.07.11 Merger of Polaris
Biopharmaceuticals, Inc. and
Genovior Biotech.
None

103

Section VI. Financial Review, Risk Management and Analysis

1. Financial Condition

Year
AccountingItem
2024 2025 Difference
Amount %
Current assets 3,325,148 3,017,353 (307,795) (9.26)
Investments using the equity
method
- 207,896 207,896
-
Property, plant and equipment 2,725,805 3,464,897 739,092 27.11
Right-of-use asset 241,348 276,408 35,060 14.53
Intangibleassets 2,180,637 762,484
(1,418,153)
(65.03)
Otherassets 617,502 438,891 (178,611) (28.92)
Total Assets 9,090,440 8,167,929 (922,511) 10.15)
Current liabilities 468,894 585,860 116,966 24.95
Non-currentliabilities 1,850,951
2,285,912
434,961 23.50
Total liabilities 2,319,845 2,871,772
551,927
23.79
Equity attributable to owners of
parent company
7,366,027
5,296,157
(1,474,438) (21.78)
Share capital 7,702,573 8,598,927 896,354 11.64
Capital reserve 12,828,313 14,732,045 1,903,732
14.84
Retained surplus (14,567,766) (18,494,894) (3,927,128) (26.96)
Otherequities 732,294 460,079 (272,215) (37.17)
Non-controlling interests 75,181
-
(75,181) (100.00)
Total Equity 6,770,595
5,296,157
(1,474,438) (21.78)
1. Change of the increase/decrease ratio of more than 20% and the amount of NTD 10 million or more
and its impact analysis are explained as follows :
(1) Property, Plant and Equipment:Primarily due to the construction of a new plant in Zhunan by
the subsidiary Linyang, as well as additional equipment purchases by various subsidiaries,
resulting in an increase in property, plant and equipment.
(2) Intangible Assets:Mainly due to impairment losses recognized on goodwill and drug licenses
arising from acquisitions, as a result of deferred revenue recognition.
(3) Other Assets:Primarily attributable to prepayments made by the subsidiary Linyang for
machinery and equipment.
(4) Current Liabilities:Mainly due to newly added short-term bank borrowings.
(5) Non-current Liabilities:Mainly due to newly added long-term bank borrowings.
(6) Equity Attributable to Owners of the Parent:Primarily due to a decline in revenue caused by
subsidiary audits, along with increased construction-related expenditures associated with plant
development.
(7) Retained Earnings:Please refer to Section II, Financial Performance, (1) Analysis of Operating
Results for details of the net loss for the current year.
(8) Other Equity:Mainly attributable to exchange gains arising from foreign exchange rate
fluctuations.
(9) Non-controlling Interests:The Company lost control over Nanotein Technologies, Inc. in
2025.
2. Future Response Plan:The aforementioned changes are not expected to have any material adverse
impact on the Companyand its subsidiaries.

Data source: Financial reports audited and certified by the CPA.

104

2. Financial Performance

  • (1) Operating Results Analysis Table
Unit: NTD thousands Unit: NTD thousands
Year
Item
2024 2025 Increase
(Decrease))
Change ratio
%
Operating Income 107,000 40,602 (66,398) (62.05)
Operating costs (183,923) (310,926) (127,003) (69.05)
Operating gross profit (76,923) (270,324) (193,401) (251.42)
Operating expenses (2,557,962) (2,608,272) (50,310) (1.97)
Operatinglosses (2,634,885) (2,878,596) (243,711) (9.25)
Non-operating incomes and
expenses

89,342

(1,066,108)

(1,155,450)
(1,293.29)
Netloss before tax (2,545,543) (3,944,704) (1,399,161) (54.97)
Income tax expense (5,210) (390) 4,820 92.51
Net loss for the current
period

(2,550,753)

(3,945,094)

(1,394,341)

(54.66)
Other comprehensive profit
or loss (net)

396,155

(272,215)

(668,370)
(168.71)
Total comprehensive loss
forthe current period
(2,154,598)
(4,217,309)
(2,062,711) (95.74)
  • (1) Change of the increase/decrease ratio of more than 20% and the amount of NTD 10 million or more and its impact analysis are explained as follows :

  • (2) Operating Revenue: Primarily due to Linyang suspending shipments in 2025 in response to a customer audit.

  • (3) Operating Costs: Primarily due to Linyang’s expansion of production line personnel in preparation for plant expansion in 2025, which, combined with the shipment suspension during the customer audit, led to increased idle labor costs.

  • (4) Gross Profit: Please refer to the explanations in items (1) and (2).

  • (5) Non-operating Income and Expenses: Mainly attributable to impairment losses recognized during the current period on goodwill and drug licenses arising from acquisitions.

  • (6) Income Tax Expense: Primarily due to withholding income tax incurred by the Company’s U.S. subsidiary in the prior period.

  • (7) Other Comprehensive Income: Mainly due to increased foreign exchange losses resulting from exchange rate fluctuations.

Data source: Financial reports audited and certified by the CPA.

(2) Expected Sales Volume and Basis:

The Company is currently in the novel drug development stage, with revenue primarily from CDMO operations. The Company will actively develop customized CDMO services. The Company and its subsidiaries will continue developing ADI-PEG 20 and providing biological drug development technology services and contract manufacturing services.

  • (3) Possible Impact on the Company's Future Financial and Business Operations and Response Plans: Please refer to Section V.1.(4) 'Short-Term and Long-Term Business Development Plans' in this Annual Report.

3. Cash Flow

  • (1) Analysis of Cash Flow Changes in the Most Recent Year

105

Unit: NTD thousands

Unit: NTD thousands
Items\Year 2024 The year
2025
Increase
(Decrease)
amount
Increase
(Decrease)
ratio (%)
Increase (Decrease) in ratio (%) (2,025,733) (2,394,291) (368,558) (18.19)
Net cash inflows (outflows)
from investing activities
(1,629,453) (659,664) 969,789 59.52
Net cash inflows (outflows)
from financing activities
1,851,109 2,961,240 1,110,131 59.97
Analysis of cash flow changes :
(1) Operating activities: Primarily due to an increase in net loss before tax for the current
period..
(2) Investing activities: Primarily due to the acquisition of a significant plant facility of
Linyang in 2024.
(3) Primarily due to a private placement of approximately NTD 2.68 billion completed at the
end of 2025.

(2) Improvement Plan for Insufficient Liquidity:

The Company is in the clinical trial stage of novel drug development, with sufficient cash levels and no liquidity shortage. However, to strengthen the Company's financial structure and increase the ratio of self-owned funds, and in pursuit of long-term stable development, the Company will conduct cash capital increase programs as circumstances warrant.

(3) Cash Liquidity Analysis for the Coming Year

Unit: NTD thousands

Initial cash
balance (1)
Expected net cash
flow from operating
activities throughout
the year (2)
Expected net cash
flow from other
activities
throughout the year
(3)
Cash surplus
(deficit)
amount
(1)+(2)+(3)
Remedies for
insufficient cash
Remedies for
insufficient cash
Investment
plan

Financial
plan
1,883,773 (2,122,046) 797,394 559,121
Cash liquidity in the coming year :
(1) Operating Activities: In 2026, the Company’s new drug products remain in the research and
development stage. Although revenue has been generated from CDMO services, overall net cash
flow from operating activities is expected to remain negative.
(2) Investing and Financing Activities: In 2026, the Company plans to obtain bank borrowings or
utilize the remaining balance from private placements to support operating expenditures across
the Group’s locations.

4. Impact of Major Capital Expenditures on Financial and Business Operations in the Most Recent Year:

The Group's capital expenditures in the most recent year amounted to approximately NTD 793,829 thousand, primarily for the addition of real estate, plant and equipment required for future product development and manufacturing. Accordingly, there are no

106

circumstances in which increased capital expenditures have adversely affected the Company's financial and business operations.

  1. Equity Investment Policy, Main Reasons for Profits or Losses, Improvement Plans, and Investment Plans for the Coming Year

(1) Equity Investment Policy

The Company’s current investment policy focuses primarily on targets related to its core business development and does not engage in investments in other industries. Relevant execution units carry out such investments in accordance with the internal control systems, including the “Investment Cycle” and the “Procedures for Acquisition or Disposal of Assets.” These policies and procedures have been reviewed and approved by the Board of Directors and/or the shareholders’ meeting.

(2) Main Reasons for Profits or Losses from Equity Investments in the Most Recent Year and Improvement Plans:

All of the Company's equity investees remain in the R&D stage and have not yet generated revenue; therefore, all equity investees remain in a loss position. In the future, as products complete clinical trials and successfully reach the market, the investees will generate revenue and profits.

(3) Investment Plans for the Coming Year:

The Company will strengthen R&D and innovation in polypeptide product lines, with particular focus on multiple polypeptide products while optimizing processes to improve production efficiency and product quality. Plans include constructing injectable and polypeptide API facilities at the newly acquired Taiwan Zhunan plant and Chengdu plant, with capacity to be gradually expanded based on future demand.

107

6. Risk Factor Analysis and Assessment

  • (1) Impact of Interest Rate, Exchange Rate, and Inflation Changes on the Company's Profits and Losses, and Future Countermeasures

  • Impact of Interest Rate Changes on Group Profits and Losses and Future Countermeasures

The Company continuously monitors interest rate market trends and maintains stable credit relationships with its banking partners to secure competitive financing terms, reduce funding costs, and manage potential risks from rising interest rates. Given the characteristics of novel drug R&D — high capital requirements and long payback periods — the Company will incorporate interest rate risk management into its capital planning to mitigate the long-term impact of rate fluctuations on funding costs.

  1. Impact of Exchange Rate Changes on Group Profits and Losses and Future Countermeasures

The Company's operations primarily use NTD, USD, and RMB as functional currencies. Natural hedging is adopted for foreign currency exchange risk in daily transactions by matching receipts and payments in the same currency, reducing foreign exchange needs and minimizing exchange gains and losses from currency fluctuations. The overall impact is relatively limited.

3. Impact of Inflation on Group Profits and Losses and Future Countermeasures

To date, inflation has not caused a material impact on the Company's overall profits and losses. Given that the Company's current core operations focus on novel drug development and CDMO services — which have certain resilience against raw material price fluctuations — the impact of inflation is primarily concentrated in specific items such as personnel costs and equipment procurement. In the face of global inflationary pressures, the Company will continue to closely monitor macroeconomic dynamics and adjust its resource allocation strategy accordingly.

(2) Policies for High-Risk and High-Leverage Investments, Lending to Others, Endorsements, Guarantees, and Derivative Financial Instrument Transactions, and Main Reasons for Profits or Losses and Future Countermeasures

The Company focuses on its core business. As of the most recent fiscal year and the Annual Report print date, the Company has not engaged in high-risk or high-leverage investments or transactions, nor has it provided funds lending or endorsements/guarantees to any third party outside the Group. To strengthen financial discipline and internal controls, the Company has formulated 'Procedures for Acquisition and Disposal of Assets' and related policies.

  • (3) Future R&D Plans and Estimated R&D Expenditures

The Company's core R&D product ADI-PEG 20 is a highly promising novel drug. Its development can be traced back to 1990, when it was initiated in the laboratory of Ludwig Institute for Cancer Research, a global non-profit cancer research organization. Compared to generic drug development or contract manufacturing, novel drug

108

development generally involves higher capital investment, longer development timelines, and greater technical risk. However, current clinical trial results indicate that ADI-PEG 20 has demonstrated stable efficacy potential in multiple cancer indications, and the overall development process has entered a late stage.

The Company estimates that R&D expenditures in 2026 will reach NTD 1.9 billion. In the future, the Company will flexibly adjust related investments based on clinical progress and overall operational resource allocation, ensuring resources are concentrated on key technologies and advantaged product lines to continuously strengthen R&D momentum, consolidate technological leadership, and solidify the Company's position in the global biopharmaceutical sector.

  • (4) Impact of Domestic and Foreign Policy and Legal Changes on the Company's Financial and Business Operations and Countermeasures

To accommodate international business expansion and long-term capital market planning, the Company is legally incorporated in the British Cayman Islands and has completed company establishment and registration procedures under local laws. The choice of the Cayman Islands as the place of registration is based on global operational structure configuration and capital market flexibility considerations.

All of the Company's operating activities are conducted in accordance with local policies and laws, and the Company continuously monitors domestic and foreign policy directions and regulatory changes. For potentially material changes, the Company engages professional advisors (such as lawyers and accountants) to conduct legal and financial risk assessments and formulate response strategies to ensure stable operations.

  • (5) Impact of Technology Changes (Including Information Security Risks) and Industry Changes on the Company's Financial and Business Operations and Countermeasures

The Company possesses highly professional R&D capabilities and continuously monitors real-time industry technology trends and market changes, adjusting R&D directions and operating strategies accordingly to respond to the rapidly evolving technology environment and industrial structural changes. Regarding information security risks, the Company has an information security team responsible for formulating and implementing information security management systems.

  • (6) Impact of Corporate Image Changes on Corporate Crisis Management and Countermeasures

The Company adheres to principles of integrity and sound development, and values the maintenance of corporate reputation and external trust. As of the most recent fiscal year and the Annual Report print date, there have been no material adverse financial or operational impacts due to corporate image changes. To effectively manage potential reputational risks and strengthen external communication efficiency, the Company has established a comprehensive corporate communication mechanism.

  • (7) Expected Benefits, Potential Risks, and Countermeasures of Mergers and Acquisitions

As of the Annual Report print date, the Company currently has no ongoing or planned material mergers or acquisitions. If any such plans arise in the future, they will

109

be carefully evaluated for potential benefits and risks based on operating strategy, and handled in accordance with applicable laws and regulations to ensure full compliance with corporate governance principles and protect the rights of all shareholders.

The Company also continuously monitors market trends and potential M&A risks. For any circumstances that may affect operational stability or control, preliminary planning has been conducted regarding equity structure, internal governance mechanisms, and legal response tools, and necessary defensive measures will be taken as actual circumstances warrant, to ensure the Company's long-term development interests and overall shareholder rights.

  • (8) Expected Benefits, Potential Risks, and Countermeasures of Facility Expansion

The Group's facilities in Northern California, USA, and Chengdu, China are planned and constructed in accordance with the principles of current U.S. and EU Good Manufacturing Practices (cGMP), with production environment and process design aligned with applicable regulations. The Northern California production facility has sufficient capacity to support the Company's primary products upon commercialization.

In addition, following the completion of the Linyuan Biotech acquisition, the Group further strengthened the technical capabilities and R&D depth of the polypeptide product line, focusing on developing multiple polypeptide products while continuously optimizing processes to improve production efficiency and product quality. Future plans also include construction of injectable and polypeptide API facilities at the newly acquired Zhunan Science Park facility in Taiwan and

  • (9) Risks and Countermeasures from Concentration of Procurement or Sales

1. Risks and Countermeasures from Procurement Concentration

For the key consumables and equipment required in the manufacturing process of the Company's primary product ADI-PEG 20, a supplier management system has been established. Main items have two or more qualified alternative supply sources, with relatively diversified procurement sources and manageable supply risk. Going forward, the Company will continue to strengthen key raw material supply chain management.

2. Risks and Countermeasures from Sales Concentration

The Company's core product ADI-PEG 20 remains in the clinical trial stage and has not yet generated substantive sales transactions. However, there is only a small amount of CDMO business revenue, primarily from a single customer. Such cooperation is generally of high technical complexity and project-oriented in nature.

  • (10) Impact, Risks, and Countermeasures of Significant Share Transfers or Changes in Directors, Supervisors, or Major Shareholders Holding More Than 10% of Shares

In the most recent year and up to the Annual Report print date, there have been no significant share transfer or replacement events.

  • (11) Impact, Risks, and Countermeasures of Changes in Control

There have been no changes in control of the Company in the most recent year and up to the public offering prospectus print date.

  • (12) Litigation and Non-Litigation Matters:

For litigation and non-litigation matters in the most recent year and up to the public offering prospectus print date, please refer to page 154 of this Annual Report.

110

(13) Other Important Risks and Countermeasures:

The Company is a fully vertically integrated novel drug development company. Its primary research focus is ADI-PEG 20. Novel drug development requires substantial capital, passes through a series of rigorous review procedures over an extended development period before obtaining drug approval for commercialization and achieving profitability. Accordingly, the Company must bear significant operational risks.

  1. Risk of Novel Drug Development Failure, and Risk of Inability to Continue Subsequent Drug Development if Clinical Trials Are Delayed or Results Are Not as Expected

The Company is a fully vertically integrated novel drug development company. Its primary R&D product is the biologic ADI-PEG 20. Novel drug development is a time-consuming and capital-intensive process involving preclinical trials, Phase I–III clinical trials, and new drug application filing. Each stage may encounter setbacks due to scientific, regulatory, or other factors.

Countermeasure

R&D Resource Integration and Team Building:

The Company has built an experienced multidisciplinary R&D team covering drug design, manufacturing processes, clinical sample analysis, and quality control, and has engaged internationally experienced advisors and contract research organizations to assist in technical development at each stage, reducing technical risk in the R&D process.

Quality and Clinical Trial System Establishment:

The Company's cGMP manufacturing facility has implemented more than twenty internationally compliant QC inspection items, combined with advanced instruments for quality control, to ensure product quality stability and enhance the probability of passing new drug inspections.

Strategic Alliances and Academic Cooperation:

The Company has signed cooperation agreements with more than twenty leading universities and research institutions globally, conducting clinical trials at more than one hundred cancer hospitals worldwide. More than one hundred ADIPEG 20 research findings have been published in international journals. Through the clinical and scientific support of cooperation partners, the success rate and development efficiency of novel drug development are effectively enhanced.

Risk Diversification Mechanism:

The Company is simultaneously conducting clinical trials for multiple cancer indications, providing a certain degree of product portfolio diversification. If individual trial results do not meet expectations, other projects can continue advancing, reducing the impact of any single trial on operations.

2. Product Quality Control Risk

Pharmaceutical products are directly related to human health and safety, and clinical drugs are subject to extremely strict requirements for quality, safety, and consistency. If quality deviations or non-compliance occurs during product development, manufacturing, or distribution, it may affect clinical trial progress, drug approval applications, commercialization timelines, and the Company's reputation.

111

Countermeasure

The Company is a fully vertically integrated novel drug development enterprise, covering all stages from drug design, R&D, manufacturing, GMP facility construction and validation, to global multi-country clinical trial planning and execution, all managed by in-house professional teams. The Company has established a comprehensive quality management system, staffed with experienced quality control professionals.

In addition, the Company's manufacturing facilities are designed and constructed in accordance with U.S. and EU cGMP standards to ensure pharmaceutical quality meets global regulatory requirements. The Company will continue to optimize its quality management system and strengthen quality culture through internal audits and continuous training, to reduce quality risks and ensure product consistency.

  1. Long-Term Investment and Capital Requirements of Novel Drug Development

Novel drug development requires extended clinical trials and regulatory review, involving long timelines, high costs, and inability to generate immediate operating revenue during the R&D phase, delaying the timing of net cash inflows from operating activities. If drug approval and commercialization are not achieved within the expected timeframe, there may be insufficient working capital, potentially impacting operations.

Countermeasure

Stable Cash Reserves:

As of December 31, 2025, the Company had cash on hand of approximately NTD 1.83 billion, sufficient to support more than one year of operating capital and R&D needs.

Building Diversified Revenue Streams:

In addition to continuing the advancement of ADI-PEG 20 clinical trials and drug approval applications, the Company has launched Linyuan Biotech's CDMO revenue and is accelerating the construction of the Zhunan facility's Semaglutide API capacity to strengthen operating cash inflows.

Financing and Resource Integration Strategy:

The Company will activate diversified financing mechanisms as appropriate, including equity, debt, or other capital instruments, based on capital market conditions and funding needs. In addition, the Company will actively seek strategic alliance opportunities with international pharmaceutical companies through technology licensing, R&D cost sharing, or co-development models to reduce capital pressure and accelerate product advancement.

  1. Impact of Information Security Risks on the Company's Financial and Business Operations and Countermeasures:

As the Company's digitalization and information operations continue to deepen, information security incidents (including malware attacks, unauthorized access, data breaches, etc.) could, if not properly controlled, have a material impact on the Company's operations.

Countermeasure

Information Security Management System:

The Company has established an information security department and

112

implemented multiple information security protection measures, including account identification, password controls, firewalls, antivirus software, and system monitoring mechanisms to prevent unauthorized intrusion, deletion, or data tampering.

Information Security Equipment and System Controls:

The Company has deployed multi-layer network security equipment, with firewalls and abnormal traffic detection mechanisms against external intrusion risks, and conducts regular testing and configuration updates. Important data is encrypted and access-controlled, with log recording and access tracking mechanisms.

Operational Processes and Personnel Management:

All key system passwords are regularly updated; important documents and software have encryption and backup mechanisms. Information processes are reviewed irregularly, hardware and software upgrades and information security training are strengthened to reduce human error risks and the probability of information security incidents.

The Company will continue to review and strengthen its overall information security architecture in accordance with international information security requirements, reducing the impact of potential information security risks on financial and operational stability.

  1. Other Important Matters: None.

113

Section VII. Special Disclosures

  1. Affiliated Company Information:

  2. (1) Affiliated Company Organization Chart

As of December 31, 2025

==> picture [469 x 282] intentionally omitted <==

(2) Basic Information of Each Affiliated Company

As of December 31, 2025; Unit: NTD thousands

Company name Date of
establishment
Address Paid-up
capital
Main business or
production
Polaris Group 2006.02.09 P.O. Box 309, Ugland House,
Grand Cayman, KY1-1104,
Cayman Islands
8,598,927 Holding Company
Polaris
Pharmaceuticals, Inc.
2006.03.29 10675 Sorrento Valley Rd.
San Diego, CA92121, USA
150,995 Biotechnology
research and
development
DesigneRxEurope
Limited
2011.04.27 90 High Holborn, London,
WC1V 6XX
- Biotechnology
service
Polaris Pharmaceuticals
Australia Pty Ltd
2017.01.05 58 Gipps Street ,Collingwood
VIC3066, Australia
2 Biotechnology
service
Polaris Pharmaceuticals
Ireland Limited
2018.12.21 88 Harcourt Street, Dublin 2,
Ireland
- Biotechnology
service
DesigneRx
Pharmaceuticals, Inc.
2002.04.17 4941 Allison Parkway, Suite
B, Vacaville, CA95688, USA
3,886,197 R&D and
manufacturing of
new drugs
Polaris
Pharmaceuticals, Inc.
2003.03.25 7F., No. 298, Ruiguang Rd.,
Neihu Dist., Taipei City,
Taiwan(R.O.C.)
903,612 Biotechnology
research and
development,drug

114

Company name Date of
establishment
Address Paid-up
capital
Main business or
production
testing
TDW HK Limited 2012.12.28 6/F Alexandra Hse 18 Chater
Rd Central Hong Kong
3,714,358 Holding Company
Nanotein Technologies,
Inc.
2019.03.13 2950 San Pablo Ave
Berkeley, CA 94702, USA
226,584 Biotechnology
service, drug
testing
DesigneRx
Pharmaceuticals
(Chengdu) Inc.
2013.02.25 No. 198, Tiansheng Rd.,
Gaoxin West Dist., Chengdu
2,229,748 R&D and
manufacturing of
new drugs
Lin Yang Biopharma,
Ltd.
2018.07.24 The Grand Pavilion
Commercial Centre, Oleander
Way, 802 West Bay Road,
P.O. Box 32052, Grand
Cayman, KY1-1208, Cayman
Islands
1,110,347 Holding Company
Genovior Biotech
Corporation
2015.04.23 4F., No. 50-8, Keyan Rd.,
Zhunan Township, Miaoli
County 350401, Taiwan
(R.O.C.)
1,545,951 Research and
development,
manufacturing and
production for
new drugs
Northern
Biopharmaceutical Co.,
Ltd. (Fujian)
2024.11.21 ROOM 204, BUILDING 255,
JIESHAN VILLAGE,
JIESHAN TOWN,
QUANZHOU CITY, FUJIAN
PROVINCE,CHINA
- Manufacturing
and sales of drugs
  • (3) Persons Who Are Presumed to Have a Controlling and Subordinate Relationship and Share Common Shareholders: None.

  • (4) Industries Covered by the Overall Business Operations of the Affiliated Companies:

The Group is engaged in novel drug development, manufacturing and sales, biotechnology services, and pharmaceutical testing. The Group's core research is the novel cancer-targeting drug ADI-PEG 20, which is currently undergoing human clinical trials for various cancers globally.

  • (5) Directors, Supervisors, and Presidents of Each Affiliated Company
Company name Title Name or
representative
Name shareholding of Polaris Group
(contribution) (Note 1)
Name shareholding of Polaris Group
(contribution) (Note 1)
Number of share
(contribution)
Shareholding %
Polaris Pharmaceuticals, Inc. Director Chen, Shyan Tser 23,000 100%
DesigneRx Europe Limited Director Peng, Yu-Yuan 1
100%
Polaris Pharmaceuticals Australia Pty
Ltd
Director Peng, Yu-Yuan 100 100%
Polaris Pharmaceuticals Ireland
Limited
Director Peng, Yu-Yuan 100
100%
Polaris Pharmaceuticals
(Taiwan), Inc.
Chairman Chen, Shyan Tser 43,800,000
100%
Director Chen, Hung-Wen
Director Peng, Yu-Yuan

115

Company name Title Name or
representative
Name shareholding of Polaris Group
(contribution) (Note 1)
Name shareholding of Polaris Group
(contribution) (Note 1)
Number of share
(contribution)
Shareholding %
Supervisor Li, Yu-Chuan
DesigneRx Pharmaceuticals, Inc. Director Chen, Shyan Tser 136,979,257 100%
TDW HK Limited Director Peng, Yu-Yuan 82,300,001
100%
DesigneRx Pharmaceuticals
(Chengdu) Inc.
Director Peng, Yu-Yuan 1,621,858 100%
Nanotein Technologies, Inc. Director Curtis Hodge 6,347,330 54.89%
Director Greg Hura
Director Chen, Shyan Tser
Lin Yang Biopharma, Ltd. Director Hsu, Jaan-Pyng 168,138,001 100%
Director Ke Kaide
Director Chen, He-Chuan
Director Chen, Hung-Wen
Director Chen, Li-Jue
Genovior Biotech Corporation Chairman Chen, Shyan Tser 111,720,133 72.27%
Director Chen, Hung-Wen
Director Peng, Yu-Yuan
Supervisor Li, Yu-Chuan
Northern Biopharmaceutical Co., Ltd.
(Fujian)
Director Hsu, Jaan-Pyng - 100%

Note 1: DiRui Pharmaceuticals (Chengdu) Co., Ltd., and Beirei Pharmaceuticals (Fujian) Co., Ltd. are limited liability companies; the amounts shown represent paid-in capital contributions.

(6) Operating Overview of Each Affiliated Company

As of December 31, 2025; Unit: NTD thousands

Company name Capital Total assets
Total
liabilities
Net value Operating
income
Operating
profit (loss)

Current
profit/loss
EPR
(after tax)
Polaris
Pharmaceuticals,Inc.
150,995
308,132

65,665

242,466

108,708

(6,503)

(6,578)
(Note 1)
DesigneRx Europe
Limited
(Note 1)
Polaris
Pharmaceuticals
Australia PtyLtd
2
683

37,066

(36,383)

(2,508)
(2,508)
(Note 1)
Polaris
Pharmaceuticals
Ireland Limited
(Note 1)
Polaris
Pharmaceuticals
(Taiwan),Inc.
438,000
68,057

18,967

49,089

12,723

(13,390)

(13,390)
(Note 1)

116

Company name Capital Total assets
Total
liabilities
Net value Operating
income
Operating
profit (loss)

Current
profit/loss
EPR
(after tax)
DesigneRx
Pharmaceuticals, Inc.
3,866,197
521,479

76,214

445,265

269,689

(465,123)

(465,073)
(Note 1)
TDW HK Limited 3,714,358
3,480,158

5,671
3,474,487
(11,043) (11,043) (Note 1)
DesigneRx
Pharmaceuticals
(Chengdu)Inc.
2,229,748
1,899,754

1,380,932

518,822

725

(356,713)

(356,713)
(Note 1)
Nanotein
Technologies,Inc.
290,115
55,144

6,357

48,786

411

(38,356)

(38,699)
(Note 1)
Lin Yang Biopharma,
Ltd.
489,092
37,677

37,677
(224,743) (Note 1)
Genovior Biotech
Corporation
1,545,951
2,225,293

1,624,565

600,728

39,915

(718,697)

(718,697)
(Note 1)
Northern
Biopharmaceutical
Co.,Ltd.(Fujian)
314,013
1,595

312,418

(Note 1)

Note 1: As the Company uses consolidated financial statements as its primary financial statements, earnings per share data is not available.

  • (7) Affiliated Company Consolidated Financial Statements: Please refer to the consolidated financial statements appended to this Annual Report.

  • (8) Affiliated Company Report: The Company is not a subsidiary of another company; therefore, an affiliated company report is not required.

117

2. Status of Private Placement of Securities in the Most Recent Year and Up to the Annual Report Print Date:

Report Print Date: Report Print Date: Report Print Date: Report Print Date: Report Print Date:
Items The First Private Placement in 2019
Issue Date: April 3,2019
The second private placement in 2019
Issue Date: January17,2020
Types of
Private
Securities
Common Stock Common Stock
Date and
amount
approved by
shareholders
meeting
June 26, 2018
The total number of common stocks to be issued shall not exceed
80,000,000
June 11, 2019
The total number of common stocks to be issued shall not exceed
300,000,000
The basis and
reasonableness
of pricing
The price of common shares in this private placement shall be
determined by dividing the sum of the transaction amount of
common shares in each business day within the 30 business days
prior to the pricing date by the sum of the number of shares in each
business day, deducting the the value of bonus shares issued as
stock dividends or ex-dividend, and the share price after the
reversal of the capital reduction or determined based on the net
value per share as shown in the latest financial report audited or
reviewed by accountants before the date of pricing. The higher of
the two prices set out above shall be the reference price, and the
price shall be determined at a rate not less than 80% of the
reference price.











The price of common shares in this private placement shall be
determined by dividing the sum of the transaction amount of
common shares in each business day within the 30 business days
prior to the pricing date by the sum of the number of shares in each
business day, deducting the the value of bonus shares issued as
stock dividends or ex-dividend, and the share price after the
reversal of the capital reduction or determined based on the net
value per share as shown in the latest financial report audited or
reviewed by accountants before the date of pricing. The higher of
the two prices set out above shall be the reference price, and the
price shall be determined at a rate not less than 80% of the reference
price.
The way a
certain person
chosen
The private placement of ordinary shares shall be subject to certain
persons in accordance with the provisions of Section 43 (6) of the
Securities Exchange Act and (91) Tai-Tsai-Cheng-Yi Zi No.
0910003455 issued by the Financial Supervisory Commission on
June 13, 2002. The subscribers are selected for the purpose of
directly or indirectly benefiting the Company and providing
support for the operation or development of the Company.






The private placement of ordinary shares shall be subject to certain
persons in accordance with the provisions of Section 43 (6) of the
Securities Exchange Act and (91) Tai-Tsai-Cheng-Yi Zi No.
0910003455 issued by the Financial Supervisory Commission on
June 13, 2002. The subscribers are selected for the purpose of
directly or indirectly benefiting the Company and providing
support for the operation or development of the Company.
Necessary
reasons for
handling
private
placement
To meet the operational needs of the company and the needs of
clinical trials of new drugs and working capital, the Company
considers that it may not be easy to obtain the required funds
smoothly in a short period of time if the funds are raised through
the issuance of marketable securities, in addition, private
placement is relatively timely, convenient and equity stable in
raising capital, so it is necessary to raise funds from specific
persons throughprivateplacement.







To meet the operational needs of the company and the needs of
clinical trials of new drugs and working capital, the Company
considers that it may not be easy to obtain the required funds
smoothly in a short period of time if the funds are raised through
the issuance of marketable securities, in addition, private placement
is relatively timely, convenient and equity stable in raising capital,
so it is necessary to raise funds from specific persons through
privateplacement.
Number of
shares (or
bonds)
7,065,000 shares 300,000,000 shares
Payment
completion
date
March 07, 2019 December 12, 2019
Delivery date April 03, 2019 January 17, 2020
Information of
subsciber
Object of
private
placement
Qualification
Subscription
number
(shares)

Relationship
with the
Company

Participation
in the
operation of
the
Company


Object of
private
placement
Qualification
Subscription
number
(shares)

Relationship
with the
Company

Participation
in the
operation of
the
Company
Iconluck
Limited
Item 2 2,817,224 None None Digital
Capital Inc.
Item 2 290,000,000
None
None
G-
Technology
Investment
Co.,Ltd.

Item 3
2,267,522 Director of
The
Company
None Masterpiece
Enterprise
Co., Ltd.

Item 2
10,000,000 None None
Chang,
Yue-Chi
Item 2 1,130,254 None None
Henry
Shaw
Item 2 500,000 None None
Ultimate
Beyond
Limited
Item 2 350,000 None None
Actual
subscription
price
NTD 21.83 per share NTD 10 per share
Difference
between actual
The actual subscription price is 80.02% of the reference price, not
less than 80% of the referenceprice.

The actual subscription price is 94.61% of the reference price, not
less than 80% of the referenceprice.

118

Items The First Private Placement in 2019
Issue Date: April 3,2019
The second private placement in 2019
Issue Date: January17,2020
subscription
price and
reference price
Impact of
private
placement on
shareholders'
equity (e.g.,
increase in
cumulative
losses...)
The value per share has been increased and the liability structure
has been improved, which has a positive impact on the liability and
equity rights of the company.


The value per share has been increased and the liability structure
has been improved, which has a positive impact on the liability and
equity rights of the company.
The use of
private funds
and plan
implementation
progress

It was raised on March 07, 2019 to increase working capital for the
Company's future long-term development and to improve its
financial ratio.


It was raised on December 12, 2019 to strengthen the working
capital needed for the Company's future long-term development
and improve the financial ratio.
Presentation of
private equity
benefits
Enrich the working capital to support the operating requirements
and various capital needs of the Company and its subsidiaries,
support the clinical trials for various indications of new drugs,
facilitate the acquisition of drug licenses, improve the financial
structure, provide the future long-term business development
needs and improve the financial ratio, enhance the overall
shareholders' equity, and have a positive impact on the Company's
finance and shareholders'equity.







Enrich the working capital to support the operating requirements
and various capital needs of the Company and its subsidiaries,
support the clinical trials for various indications of new drugs,
facilitate the acquisition of drug licenses, improve the financial
structure, provide the future long-term business development needs
and improve the financial ratio, enhance the overall shareholders'
equity, and have a positive impact on the Company's finance and
shareholders'equity.
Subscribed
(converted)
share payment
certificate
(certificates of
bond-to-stock
conversion),
shares and
stockgrants
None None
Items The First Private Placement in 2025
Issue Date: December 30,2025
Types of
Private
Securities
Common Stock
Date and
amount
approved by
shareholders
meeting
December 26, 2025
The total number of common stocks to be issued shall not exceed
150,000,000
The basis and
reasonableness
of pricing
The price of common shares in this private placement shall be
determined by dividing the sum of the transaction amount of
common shares in each business day within the 30 business days
prior to the pricing date by the sum of the number of shares in each
business day, deducting the the value of bonus shares issued as
stock dividends or ex-dividend, and the share price after the
reversal of the capital reduction or determined based on the net
value per share as shown in the latest financial report audited or
reviewed by accountants before the date of pricing. The higher of
the two prices set out above shall be the reference price, and the
price shall be determined at a rate not less than 80% of the
reference price.
The way a
certain person
chosen
The private placement of ordinary shares shall be subject to certain
persons in accordance with the provisions of Section 43 (6) of the
Securities Exchange Act and (91) Tai-Tsai-Cheng-Yi Zi No.
0910003455 issued by the Financial Supervisory Commission on
June 13, 2002. The subscribers are selected for the purpose of
directly or indirectly benefiting the Company and providing
support for the operation or development of the Company.
Necessary
reasons for
handling
private
placement
Taking into consideration capital market conditions, the timeliness
and feasibility of fundraising, issuance costs, and the practical need
to introduce strategic investors, the Company has determined that
issuing securities through a private placement is more appropriate
than apublic offering. The restriction thatprivately placed

119

Items The First Private Placement in 2025
Issue Date: December 30,2025
The First Private Placement in 2025
Issue Date: December 30,2025
The First Private Placement in 2025
Issue Date: December 30,2025
The First Private Placement in 2025
Issue Date: December 30,2025
The First Private Placement in 2025
Issue Date: December 30,2025
securities may not be freely transferred within three years helps
ensure a long-term cooperative relationship between the Company
and its strategic investors. Accordingly, the Company plans to
issue common shares through private placement rather than by
public offering.
Number of
shares (or
bonds)
150,000,000 shares
Payment
completion
date
December 30, 2025
Delivery date Janurary 23, 2026
Information of
subsciber
Object of
private
placement
Qualification
Subscription
number
(shares)

Relationship
with the
Company

Participation
in the
operation of
the
Company
Digital
Capital Inc.
Item 2 86,086,333 The
Company’s
Corporate
Director
The
Company’s
Corporate
Director
Chen, Hung-
Wen
Item 2 3,333,333 The
Company’s
Director
The
Company’s
Director
Actual
subscription
price
NTD 30 per share
Difference
between actual
subscription
price and
reference price
The actual subscription price is 97.02% of the reference price, not
less than 80% of the reference price.
Impact of
private
placement on
shareholders'
equity (e.g.,
increase in
cumulative
losses...)
Enhancing net asset value per share and improving the financial
structure will have a positive impact on the Company’s financial
position and shareholders’ equity.
The use of
private funds
and plan
implementation
progress

The fundraising was completed on December 30, 2025, and the
proceeds were used to strengthen working capital and repay bank
borrowings, in order to support the Company’s long-term
development and improve its financial ratios.
Presentation of
private equity
benefits
To strengthen working capital to support the operational needs of
the Company and its subsidiaries, meet various funding
requirements, and finance clinical trials for new drug indications,
thereby facilitating regulatory approvals, improving the financial
structure, supporting long-term business development, enhancing
financial ratios, and ultimately increasing overall shareholders’
equity, with a positive impact on the Company’s financial position
and shareholders’ interests.
Subscribed
(converted)
share payment
certificate
(certificates of
bond-to-stock
conversion),
shares and
stockgrants
None

120

  1. Other Necessary Supplementary Disclosures: None.

  2. Explanation of Material Differences Between the Company's Provisions and ROC Shareholder Rights Protection Requirements:

Because there are minor differences between the laws of the British Cayman Islands and the laws of the Republic of China, the 'Checklist for Protection of Shareholder Rights of Foreign Issuers' most recently revised by the Taiwan Stock Exchange does not necessarily apply automatically to the Company. The following table explains the currently effective regulations of the Company.

Key Shareholder Rights Protection
Matters
Companies Act or
Securities and Exchange
Act Provisions
Articles of Incorporation Provisions and
Reasons for Differences
Procedures
for
capital
increases,
including the issuance of new shares
through cash capital increases and the
issuance
of
new
shares
through
capitalization of retained earnings or
capital surplus.
1. Articles 156 and 266 of
the Company Act
2. Articles 142 and 266,
Paragraph 3 of the
Company Act
No
amendment
to
the
Articles
of
Incorporation or organizational documents
is required.
1. The Company shall not cancel its
shares unless it reduces its capital
pursuant to a resolution of the
shareholders’ meeting. Any capital
reduction shall be carried out in
proportion to each shareholder’s
shareholding.
2. In the event of a capital reduction, the
Company
may
return
capital
contributions in forms other than
cash. The assets to be returned and
the amounts to be offset shall be
approved by a resolution of the
shareholders’ meeting and consented
to by the shareholders receiving such
assets.
3. The value of the assets referred to in
the preceding paragraph and the
amounts to be offset shall be
reviewed and certified by a certified
public accountant in the Republic of
China, with the report submitted to
the shareholders’ meeting prior to the
meeting.

Article 168 of the Company
Act
No
amendment
to
the
Articles
of
Incorporation or organizational documents
is required.
1. The total amount of preferred shares
issued, and the total amount of
authorized preferred shares that may
be issued.
2. The conditions and procedures for the
issuance and redemption of preferred
shares by the Company.
3. The rights, obligations, and other
relevant
matters
of
the
issued
preferred shares, such as the order of
distribution of residual assets of the
Company and any restrictions on
shareholders’voting rights.

Article 157 & 158 of the
Company Act
No
amendment
to
the
Articles
of
Incorporation or organizational documents
is required.
1. Procedures for the Company to enter
into stock option agreements with
employees or to issue employee stock
option certificates.
2. Employee stock option certificates
shall not be transferable, except in
cases of inheritance.

Article 167-2 of the Company
Act
No
amendment
to
the
Articles
of
Incorporation or organizational documents
is required.
The
Company
shall
deliver
share
Article 34 of the Securities No
amendment
to
the
Articles
of

121

certificates to subscribers or purchasers
within thirty (30) days from the date on
which it is legally permitted to issue
shares,
and
shall
make
a
public
announcement prior to such delivery.
Where the Company repurchases its own
shares and transfers them to employees, it
may impose restrictions prohibiting
transfer by such employees for a
specified period; provided, however, that
such period shall not exceed two (2)
years.
and Exchange Act Incorporation or organizational documents
is required.
Matters relating to the Company’s
repurchase of its own shares shall be
conducted in accordance with the
securities laws and regulations of the
Republic of China.
Article 28-2 of the Securities
and Exchange Act
No
amendment
to
the
Articles
of
Incorporation or organizational documents
is required.
Where the Company repurchases its own
shares and transfers them to employees, it
may impose restrictions prohibiting
transfer by such employees for a
specified period; provided, however, that
such period shall not exceed two (2)
years.
Article 167-3 of the Company
Act
No
amendment
to
the
Articles
of
Incorporation or organizational documents
is required.
1. Where the Company issues new
shares
with
restricted
employee
rights,
such
issuance
shall
be
approved by a shareholders’ meeting
attended by shareholders representing
at least two-thirds of the total issued
shares, and passed by a majority of
the voting rights of the shareholders
present. If the number of shares
represented
by
the
attending
shareholders does not meet the
aforementioned
quorum,
the
resolution may be adopted by a
meeting attended by shareholders
representing more than one-half of
the total issued shares, with the
approval of at least two-thirds of the
voting rights of the shareholders
present.
2. Where the Company issues new
shares pursuant to the preceding
paragraph, the number of shares to be
issued, the issue price, issuance
conditions, and other relevant matters
shall comply with the securities laws
and regulations of the Republic of
China.
Article 267, Paragraphs 8 to
10 and 12 of the Company Ac
The Company has no provisions governing
the issuance of restricted shares to
employees.
1. When the Company issues new shares
through a cash capital increase, unless
otherwise
resolved
by
the
shareholders’
meeting,
it
shall
publicly announce and notify existing
shareholders,
allowing
them
to
subscribe for the new shares in
proportion
to
their
original
shareholdings, and stating that those
who fail to subscribe within the
prescribed period shall forfeit their
rights. Where the number of shares
held by an existing shareholder is
insufficient to subscribe for one new
share on a pro rata basis, such
shareholder may combine holdings
with others for joint subscription or
have one person subscribe on their
1. Article 267, Paragraph 3
of the Company Act
2. Article 8 of the Business
Mergers and Acquisitions
Act, and Article 13,
Paragraph 1 of the
Regulations Governing
the Offering and Issuance
of Securities by Foreign
Issuers
No
amendment
to
the
Articles
of
Incorporation or organizational documents
is required.

122

behalf. Shares not subscribed by
existing shareholders may be offered
to the public or subscribed by
designated persons.
2. When the Company conducts a cash
capital increase and issues new shares
within the Republic of China, unless
the competent authority determines
that a public offering is unnecessary
or inappropriate, the Company shall
allocate ten percent (10%) of the total
number of new shares for public
offering within the Republic of
China; provided, however, that if the
shareholders’ meeting resolves to
adopt a higher percentage, such
resolution shall prevail.
The Company’s dividend policy shall
clearly specify factors such as the
Company’s operating environment, stage
of growth, and the conditions, timing,
amount,
and
form
of
dividend
distribution. It shall also stipulate that
dividends shall be distributed at no less
than
a
specified
percentage
of
distributable earnings, and shall not
contain ambiguous wording (such as
expressions like“as a principle”).
Q&A on Issues Related to
Measures for Strengthening
Dividend Policies” issued by
the securities regulatory
authority of the Republic of
China
No
amendment
to
the
Articles
of
Incorporation or organizational documents
is required.
The Company shall not issue bearer
shares.
Where the Company adopts par value
shares, it shall not convert them into no-
par value shares; likewise, where it
adopts no-par value shares, it shall not
convert them into par value shares.
Articles 137 and 156-1,
Paragraphs 5 and 6 of the
Company Act
No
amendment
to
the
Articles
of
Incorporation or organizational documents
is required.
In conducting its business operations, the
Company shall comply with applicable
laws and regulations and adhere to
principles of business ethics, and may
undertake activities that promote the
public interest in order to fulfill its
corporate social responsibility.
Article 1, Paragraph 2 of the
Company Act
No
amendment
to
the
Articles
of
Incorporation or organizational documents
is required.
1. The annual general meeting of
shareholders shall be convened at
least once each year and shall be held
within six months after the end of
each
fiscal
year.
Shareholders’
meetings shall be convened by the
Board of Directors.
2. The Articles of Incorporation may
provide that shareholders’ meetings
be held via video conference or by
other methods announced by the
competent
authority
under
the
Company Act of the Republic of
China. However, in the event of
natural disasters, emergencies, or
other force majeure circumstances,
the
competent
authority
may
announce that, for a specified period,
companies may hold meetings via
video conference or other announced
methods without such provision being
specified in the Articles.
3. Where a shareholders’ meeting is
held
via
video
conference,
shareholders participating through
such means shall be deemed to be
present in person.
1. Article 170 of the
Company Act
2. Article 172-2 of the
Company Act
3. Article 172-1 of the
Company Act
4. Article 173, Paragraphs 1
and 2, and Article 173-1
of the Company Act
5. Article 172 of the
Company Act, Article 26-
1, and Article 43-6 of the
Securities and Exchange
Act
The Company has amended its Rules of
Procedure for Shareholders’ Meetings in
accordance with the announcement Ref.
No.
Tai-Zheng-Governance-Zi
No.
11500029701, and the amendments will be
submitted for discussion at the 2026 Annual
General Meeting.

123

  1. The conditions, procedures, and other matters relating to holding shareholders’ meetings via video conference shall comply with the securities laws and regulations of the Republic of China.

  2. Physical shareholders’ meetings shall be held within the territory of the Republic of China. If a physical shareholders’ meeting is to be held outside the Republic of China, the Company shall, within two days after obtaining a Board resolution or approval from the competent authority, file for approval with the stock exchange.

  3. A shareholder holding one percent (1%) or more of the total issued shares may submit proposals for the annual general meeting in writing or via electronic means. Except where the proposal is not subject to resolution by a shareholders’ meeting, the proposing shareholder holds less than one percent (1%) of the issued shares, the proposal is submitted outside the publicly announced acceptance period, the proposal exceeds 300 words, or more than one proposal is submitted, the Board shall include such proposal in the meeting agenda. Proposals submitted to promote public interest or corporate social responsibility may still be included at the Board’s discretion.

  4. Shareholders who have continuously held three percent (3%) or more of the total issued shares for at least one year may request in writing, stating the matters and reasons, that the Board convene an extraordinary shareholders’ meeting. If the Board fails to issue a notice of such meeting within fifteen days after the request is made, the shareholders may, upon approval by the competent authority, convene the meeting themselves.

  5. Shareholders who have continuously held more than one-half of the total issued shares for at least three months may convene an extraordinary shareholders’ meeting on their own. The shareholding period and number of shares shall be calculated based on the shareholding at the time of suspension of share transfer registration.

  6. Notice of an annual general meeting shall be given to each shareholder at least thirty days in advance, and notice of an extraordinary shareholders’ meeting shall be given at least fifteen days in advance. The notice shall specify the reasons for convening the meeting. With the consent of the recipient, such notice may be given electronically.

  7. The following matters shall be listed

124

in the notice of the shareholders’ meeting with a description of their principal contents and may not be proposed by ad hoc motions. The principal contents may be posted on the website designated by the competent securities authority or the Company, and the website address shall be specified in the notice:

  • (1) Election or dismissal of directors;

  • (2) Amendments to the Articles of Incorporation;

  • (3) Capital reduction; (4) Application for suspension of public offering;

(5) Dissolution, merger, share conversion, or demerger of the Company;

(6) Entering into, amending, or terminating contracts for leasing all business, entrusting operations, or jointly operating with others on a regular basis;

  • (7) Transfer of all or a substantial part of the Company’s business or assets;

(8) Acquisition of all of another person’s business or assets that materially affects the Company’s operations;

  • (9) Private placement of equity-type securities;

  • (10) Approval for directors to engage in competitive business activities;

(11) Distribution of dividends and bonuses in whole or in part through the issuance of new shares;

(12) Distribution to original shareholders of legal reserve and capital surplus arising from share premium or donations, in the form of new shares or cash.

  • No amendment to the Articles of

    1. A shareholder who has a personal 1. Article 178 of the Incorporation or organizational documents
  • interest in any matter under Company Act is required.

  • discussion at a shareholders’ meeting, 2. Article 179 of the

  • which may be detrimental to the Company Act

  • interests of the Company, shall not 3. Article 180 of the

  • participate in voting on such matter, Company Act

  • nor act as a proxy for another shareholder in exercising voting rights. The number of shares without voting rights shall not be counted in the total number of voting rights represented by the shareholders present.

  • Unless otherwise provided in the Articles of Incorporation, each share held by a shareholder shall carry one voting right.

  • Shares shall have no voting rights under any of the following circumstances. For resolutions of the shareholders’ meeting, such shares shall not be counted in the total

125

number of issued shares:
(1) Shares held by the Company itself
in accordance with the law;
(2) Shares of the controlling company
held by a subordinate company in
which the controlling company holds
more than one-half of the total issued
voting shares or total capital;
(3) Shares of the controlling company
and its subordinate companies held by
another company in which the
controlling
company
and
its
subordinate companies, directly or
indirectly, hold more than one-half of
the total issued voting shares or total
capital.
1. When convening a shareholders’
meeting, the Company shall include
electronic means as one of the
methods for exercising voting rights.
2. When voting rights are exercised in
writing or by electronic means, the
method of exercise shall be specified
in the notice of the shareholders’
meeting. Shareholders who exercise
their voting rights in writing or
electronically shall be deemed to have
attended the shareholders’ meeting in
person; however, they shall be
deemed to have abstained from voting
on
any
ad
hoc
motions
and
amendments to the original proposals
at that meeting.
3. A shareholder who exercises voting
rights in writing or electronically
shall deliver the expression of intent
to the Company no later than two days
prior to the date of the shareholders’
meeting. In the event of duplicate
expressions of intent, the one received
first shall prevail, unless a declaration
is made to revoke the prior expression
of intent.
4. If a shareholder who has exercised
voting
rights
in
writing
or
electronically wishes to attend the
shareholders’ meeting in person, such
shareholder shall revoke the prior
expression of intent in the same
manner as the exercise of voting
rights no later than two days before
the meeting. If the revocation is made
after the deadline, the voting rights
exercised in writing or electronically
shall prevail.
5. Where a shareholder has exercised
voting
rights
in
writing
or
electronically and has also appointed
a proxy to attend the shareholders’
meeting, the voting rights exercised
by the proxy shall prevail
1. Article 177-1 of the
Company Act
2. Article 177-2 of the
Company Act
No
amendment
to
the
Articles
of
Incorporation or organizational documents
is required.
1. A
shareholder
may,
for
each
shareholders’ meeting, execute a
proxy form issued by the Company,
specifying the scope of authorization,
and appoint a proxy to attend the
meeting on their behalf.
Article 177 of the Company
Act
No
amendment
to
the
Articles
of
Incorporation or organizational documents
is required.

126

2. Except for trust enterprises in the
Republic of China or stock affairs
agents approved by the competent
securities authority, where a person is
appointed as proxy by two or more
shareholders,
the
voting
rights
represented by such proxy shall not
exceed three percent (3%) of the total
voting rights of the issued shares; any
excess voting rights shall not be
counted.
3. A shareholder shall appoint only one
proxy by issuing one proxy form,
which must be delivered to the
Company at least five days prior to
the shareholders’ meeting. In the
event of duplicate proxy forms, the
one received first shall prevail, unless
a declaration is made to revoke the
prior proxy.
4. After a proxy form has been delivered
to the Company, if a shareholder
intends to attend the shareholders’
meeting in person or to exercise
voting
rights
in
writing
or
electronically, the shareholder shall
notify the Company in writing to
revoke the proxy at least two days
prior to the meeting. If the revocation
is made after the deadline, the voting
rights exercised by the proxy shall
prevail.
5. Where the Company convenes a
shareholders’ meeting outside the
Republic of China, it shall appoint a
professional stock affairs agent within
the Republic of China to handle
shareholders’voting matters.
Matters relating to the use of proxy forms
for attendance at shareholders’ meetings
shall comply with the “Regulations
Governing the Use of Proxies for
Attendance at Shareholder Meetings of
Public Companies” of the Republic of
China.

Article 25-1 of the Securities
and Exchange Act
No
amendment
to
the
Articles
of
Incorporation or organizational documents
is required.
1. Where a shareholder holds shares on
behalf of others, such shareholder
may exercise voting rights separately.
2. The eligibility requirements, scope of
application, methods of exercise,
procedures, and other related matters
for the separate exercise of voting
rights as described in the preceding
paragraph shall comply with the
securities laws and regulations of the
Republic of China.

Article 181 of the Company
Act
No
amendment
to
the
Articles
of
Incorporation or organizational documents
is required.
1. The Company shall, at least thirty
(30) days prior to the annual general
meeting or fifteen (15) days prior to
an
extraordinary
shareholders’
meeting, publicly announce the notice
of the shareholders’ meeting, proxy
forms,
and
the
agenda
items,
including matters for ratification,
discussion items, and the election or
dismissal of directors, together with
explanatory materials.
2. Where shareholders are permitted to
1. Article 5 of the
Regulations Governing
the Content and
Compliance Requirements
for Shareholders’ Meeting
Agenda Handbooks of
Public Companies
2. Article 6 of the
Regulations Governing
the Content and
Compliance Requirements
for Shareholders’ Meeting
Agenda Handbooks of
The Company has amended its Rules of
Procedure for Shareholders’ Meetings in
accordance with the announcement Ref.
No.
Tai-Zheng-Governance-Zi
No.
1120004167, and the amendments will be
submitted for discussion at the 2026 Annual
General Meeting.

127

exercise voting rights in writing, the
Company shall also deliver the
materials referred to in the preceding
paragraph, together with the written
voting forms, to shareholders.
3. When convening a shareholders’
meeting, the Company shall prepare a
shareholders’ meeting handbook and
shall, at least thirty (30) days prior to
the annual general meeting or fifteen
(15) days prior to an extraordinary
shareholders’
meeting,
publicly
announce the handbook and other
relevant meeting materials.
Public Companies
At the end of each fiscal year, the Board
of Directors shall prepare the business
report,
financial
statements,
and
proposals for the distribution of earnings
or the allocation of losses, and submit
them to the annual general meeting for
approval.
Upon
approval
by
the
shareholders’ meeting, the Board of
Directors shall distribute or publicly
announce the financial statements and the
resolutions on the distribution of earnings
or allocation of losses to all shareholders.
1. Article 228 of the
Company Act
2. Article 230, Paragraph 1
of the Company Act
No
amendment
to
the
Articles
of
Incorporation or organizational documents
is required.
1. The Articles of Incorporation may
provide that the distribution of
earnings or allocation of losses be
conducted at the end of each quarter
or half fiscal year.
2. Proposals for the distribution of
earnings or allocation of losses for the
first three quarters or the first half of
the fiscal year shall be submitted,
together with the business report and
financial statements, to the Audit
Committee for review, and then to the
Board of Directors for resolution.
3. When distributing earnings pursuant
to the preceding paragraph, the
Company shall first estimate and
reserve amounts for taxes payable,
offset accumulated losses as required
by law, and set aside the legal reserve;
provided, however, that this shall not
apply if the legal reserve has reached
the amount of paid-in capital.
4. Where the Company distributes
earnings pursuant to paragraph 2 by
issuing new shares, such distribution
shall be approved by a shareholders’
meeting attended by shareholders
representing at least two-thirds of the
total issued shares, with the approval
of a majority of the voting rights of
the shareholders present. If the shares
represented
by
the
attending
shareholders
do
not
meet
the
aforementioned
quorum,
the
resolution may be adopted by a
meeting attended by shareholders
representing more than one-half of
the total issued shares, with the
approval of at least two-thirds of the
voting rights of the shareholders
present. If the distribution is made in
cash, it shall be resolved by the Board
of Directors.
Article 228-1 of the Company
Act
No
amendment
to
the
Articles
of
Incorporation or organizational documents
is required.

128

5. Any distribution of earnings or
allocation of losses pursuant to the
preceding paragraphs shall be based
on financial statements audited or
reviewed by a certified public
accountant.
1. The various reports and statements
prepared by the Board of Directors
for submission to the shareholders’
meeting shall be made available at a
stock
affairs
agent
within
the
Republic of China at least ten (10)
days prior to the annual general
meeting, and
shareholders may
inspect them at any time.
2. The Board of Directors shall keep the
Articles of Incorporation, minutes of
past
shareholders’
meetings,
financial
statements,
the
shareholders’
register,
and
the
bondholders’ register at a stock
affairs agent within the Republic of
China. Shareholders may, upon
presenting proof of interest and
specifying the scope, request to
inspect, transcribe, or copy such
documents at any time, and the
Company shall instruct the stock
affairs agent to provide access
accordingly.
3. The Board of Directors or any other
person authorized to convene a
shareholders’ meeting may request
the Company or the stock affairs
agent to provide the shareholders’
register.
1. Article 184, Paragraph 1
of the Company Act
2. Article 229 of the
Company Act
3. Article 210 of the
Company Act
4. Article 210-1 of the
Company Act
No
amendment
to
the
Articles
of
Incorporation or organizational documents
is required.
If the procedures for convening a
shareholders’ meeting or the method of
adopting its resolutions violate applicable
laws or the Articles of Incorporation,
shareholders may file a lawsuit with the
court to revoke such resolutions. The
Taiwan Taipei District Court shall have
jurisdiction as the court of first instance.

Article 189 of the Company
Act
No
amendment
to
the
Articles
of
Incorporation or organizational documents
is required.
1. Where
a
shareholders’
meeting
resolves on any of the following
matters, dissenting shareholders shall
have the right to request the Company
to purchase their shares:
(1) Company demerger, merger,
acquisition, or share conversion;
(2) The Company entering into,
amending, or terminating contracts
for leasing all business, entrusting
operations, or jointly operating with
others
on
a
regular
basis;
transferring all or a substantial part
of its business or assets; or
acquiring all of another person’s
business or assets, where such
actions have a material impact on
the Company’s operations.
2. A shareholder making a request under
the preceding paragraph shall submit
a written request within twenty (20)
days
from
the
date
of
the
shareholders’
meeting
resolution,
specifying the proposed purchase
1. Articles 317 and 186 of
the Company Act
2. Article 12 of the Business
Mergers and Acquisitions
No
amendment
to
the
Articles
of
Incorporation or organizational documents
is required.

129

price. If the shareholder and the
Company reach an agreement on the
purchase price, the Company shall
pay the consideration within ninety
(90) days from the date of the
resolution.
If
no
agreement
is
reached, the Company shall, within
ninety (90) days from the date of the
resolution, pay the consideration
based on the price it deems fair to the
shareholders who have not reached an
agreement. If the Company fails to
make such payment, it shall be
deemed to have agreed to the
purchase price requested by the
shareholder.
3. A shareholder who voted against or
abstained
from
voting
at
the
shareholders’ meeting may, for the
reasons set forth in subparagraph (1)
of paragraph 1, request the Company
to purchase all of the shares held by
such shareholder. If no agreement on
the purchase price is reached within
sixty (60) days from the date of the
shareholders’ meeting resolution, the
Company shall, within thirty (30)
days after the expiration of such
period, petition the court to determine
the price, naming all shareholders
who have not reached an agreement
as opposing parties. The Taiwan
Taipei District Court shall have
jurisdiction as the court of first
instance.
4. Shares held by shareholders who
abstain from voting as referred to in
the preceding paragraph shall not be
counted in the total voting rights
represented by
the
shareholders
present.
1. Resolutions on the following matters,
which materially affect shareholders’
rights and interests, shall be adopted
by a shareholders’ meeting attended
by shareholders representing at least
two-thirds of the total issued shares,
with the approval of a majority of the
voting rights of the shareholders
present. If the shares represented by
the attending shareholders do not
meet the aforementioned quorum, the
resolution may be adopted by a
meeting attended by shareholders
representing more than one-half of
the total issued shares, with the
approval of at least two-thirds of the
voting rights of the shareholders
present:
The
Company
entering
into,
amending, or terminating contracts
for leasing all of its business,
entrusting operations, or regularly
conducting joint operations with
others; transferring all or a substantial
part of its business or assets; or
acquiring all of another person’s
business or assets where such actions
materially affect the Company’s
operations.
2. Amendments to the Articles of
1. Article 185 of the
Company Act
2. Article 277 of the
Company Act
3. Article 159 of the
Company Act
4. Article 240 of the
Company Act
5. Article 316 of the
Company Act
6. Article 29 of the Business
Mergers and Acquisitions
Act
No
amendment
to
the
Articles
of
Incorporation or organizational documents
is required.

130

Incorporation. 3. Where amendments to the Articles of Incorporation adversely affect the rights of preferred shareholders, such amendments shall also require a resolution of the preferred shareholders’ meeting. 4. Distribution of all or part of dividends and bonuses by issuing new shares. 5. Resolutions on dissolution, merger, or demerger. 6. Share conversion. Where the Company participates in a Article 18, Article 27, Article No amendment to the Articles of merger resulting in its dissolution, a 28, Article 29, and Article 35 Incorporation or organizational documents general transfer of business, a share of the Business Mergers and is required. conversion, or a demerger that leads to the Acquisitions Act. termination of its listing, and the surviving, transferee, existing, or newly established company is not a listed (or OTC-listed) company, such action shall be approved by shareholders representing at least two-thirds of the total issued shares of the Company. Unless otherwise provided by the Articles Article 174 of the Company No amendment to the Articles of of Incorporation or applicable laws, Act. Incorporation or organizational documents resolutions of the shareholders’ meeting is required. shall be adopted by a meeting attended by shareholders representing more than onehalf of the total issued shares, with the approval of a majority of the voting rights of the shareholders present.

  1. Material Events Affecting Shareholders' Rights or Securities Prices Under Article 36, Paragraph 3, Subparagraph 2 of the Securities and Exchange Act in the Most Recent Year and Up to the Annual Report Print Date: None.

131

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Polaris Group

Person in Charge: Samuel Chen

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