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PG Annual Report 2026

Jun 2, 2026

52582_rns_2026-06-02_df9c4bdf-e1da-4f95-b0a2-907491fc6680.pdf

Annual Report

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Polaris
Novel Drugs For Cancer
Stock Code: 6550

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:

  1. Headquarters
Name : Polaris Group
Address : P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands
Telephone : (886) 2-2656-2727
  1. 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.
Address : 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 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:

Title Name Nationality Experience
Director Chen, Shyan-Tser R.O.C • Department of Chemistry, National Tsing Hua University
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.
• Taixin Semiconductor Co., 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 Microelectronics Corp., Independent Director

VIII. 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

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 40,602 107,000 (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
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


above.

II. 2025 Annual Business Plan Overview

(1) Business Strategy

  1. 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.
  2. Strategically focus on existing clinical trials to obtain global drug approvals as quickly as possible, benefiting cancer patients worldwide.
  3. 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.
  4. 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 well-suited 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, multi-national, 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,


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 Neuro-Oncology 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. coli-based 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


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, co-development 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 ADI-PEG 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: Chen, Shyan Tser

CEO: Chen, Shyan Tser

Accounting Officer: Shen, yi-chieh


8

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


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 Hold Number of shares Spouse, minor children now Shareholdings 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 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 University • Director of PPL DKK USA, Nanotein, LYB, Genevior 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 Genevior Biotech
• Chairman of the Board of Genetek Technology Co., Ltd.
• Chairman of the Board of Brewan Communications Incorporation
• Chairman of the Board of Speedlink Communications Co., Ltd.
• Director of G-Technology Investment Co., Ltd
• Director of Wirek Investment Investment Co., Ltd.
• Director of Ampak International Holding Ltd.
• Director of Primax Communication(B.V.) Inc.
• Director of Billionaire Microelectronics Co., Ltd. — None None None None
Director (Note2) Samsa Digital Capital Inc. 2023.06.12 3 2020.02.25 290,000,000 37.641 376,086,333 43.74 None None None None

Title Nationality or place of incorporation Name Gender Age Election (appointment) Date Term Initial Election when elected Shareholdings Now Hold Number of shares Sponse, minor children now Shareholdings 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 Note
Number of shares Shareholding % Number of shares Shareholding % Number of shares Shareholding % Number of shares Shareholding % Title Name Relation
Director (Note3) 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, Acapodla None None None None
Taiwan Representative: Tsai, Kao-Cheng 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, Acapodla
• 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, AcadeMah Biomedical Inc. None None None None
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
• Independent 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, Kao-Lun Female 60 years 2024.5.3 3 2024.5.3 • Ph.D., Old Dominion • COO/CSO of Genome Frontier None None None None

Title Nationality or place of incorporation Name Gender Age Election (appointment) Date Term Initial Election when elected Shareholdings Now Hold Number of shares Spoone, minor children now Shareholdings 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 Note
Number of shares Shareholding % Number of shares Shareholding % Number of shares Shareholding % Number of shares Shareholding % Title Name Relation
old
Independent Director Taiwan Tsang, Kwok-Wah Male 65 years old 2025.07.01 Note 4 2025.07.01

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.


2. Major Shareholders of Institutional Shareholders

As of March 17, 2026

Institutional Shareholder Name Major Shareholders of Institutional Shareholders
Digital Capital Inc. Chen, Shyan Tser 25% 、Chen Chang, Fang Hsin 25% 、Chen, Yi Ting 25% 、Chen, Yi Chun 25%
Mai Investment Co., Ltd. Digital Mobile Venture Ltd. 100%

3. 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 Ting 25% 、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 Company Act 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 Company Act 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 of the Company Act 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 Company Act Non-independent director. 0

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 affiliates in the last 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 two years. 1

| Conditions
Name | Professional Qualifications and Experience | Independence Status | No. of Concurrent Independent Director Positions) |
| --- | --- | --- | --- |
| Tsang, Kwok-Wah | 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 two years. | 2 |

(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:


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.


(2) President, Vice Presidents, Assistant Vice Presidents, Department and Branch Heads
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 in pharmaceutical quality control 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.


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

(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) Total amount of A, B, C and D and percentage of net income after tax Relevant remuneration received by directors who are also employees 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
Cash Stock Cash Stock
Chairman Chen, Shyan Tser 998 998 50 50 1,048 (0.03) 1,048 (0.03) 1,048 (0.03) 1,048 (0.03) None
Digital Capital Inc. Representative: Hsu, Jaan-Pyng (Note 2) 45 45 45 (0.00) 45 (0.00) 5,718 10,519 151 151 5,914 (0.15) 10,716 (0.27)
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
Independent 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

Independent 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
Independent 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
Independent 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.


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.


  1. Supervisor Compensation

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

  1. Compensation for President and Vice Presidents

Unit: NTD thousands

Title Name Compensation (A) Retirement pension (B) Bonuses and special expenses, etc. (C) Employee Compensation Amount (D) 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)

Title Name Compensation (A) Retirement pension (B) Bonuses and special expenses, etc. (C) Employee Compensation Amount (D) 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 Yi-Ming 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


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.

Note 7: Mr. Kevin Wu resigned from his position as the Company's Chief Information Security Officer on January 31, 2026.

4. Top Five Highest-Compensated Executives of Listed Companies

Unit: NTD thousands

Title Name Compensation (A) Retirement pension (B) Bonuses and special expenses, etc. (C) Employee Compensation Amount (D) 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 10,519 151 151 (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)

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.


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

(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.

  1. 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 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.

  1. 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
Independent Director Way, Tzong Der 22 0 100%
Independent Director Chao, Ying Chen 22 0 100%
Independent Director Wen, Kuo-Lan 22 0 100%
Independent Director 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.

(2) In addition to the matters mentioned above, any other resolutions on which an independent director had an objection or reservation: None

  1. The Director shall state the name of the Director, the content of the motion, the reasons for recusal, and the circumstances of participation in the vote.
The date of Board Meeting Motions Director recusal and reasons for interest recusal Voting participation
2025/1/23 The subsidiary Beirui Pharmaceutical (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 attending directors.
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.

27

placement. interest in the case. Chen, Shyan Tser and Director Chen, Hung-Wen), and the proposal was unanimously approved as presented.
2025/12/26 Proposal to enter into a professional services agreement with Acepodia Biotech Inc. 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.
2026/2/24 Proposal to enter into a professional services agreement with Acepodia Biotech Inc. Director Chen, Shyan Tser, Tsai, Kao-Chung and Brittany Way have a personal interest in the case. The acting chair solicited opinions from the attending directors (excluding Chairman Chen, Shyan Tser, Directors Tsai, Kao-Chung and Brittany Way), and the proposal was unanimously approved as presented.
  1. 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 Method Internal self-evaluation by Board of Directors, self-evaluation by board members
Evaluation Contents 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: Mastery of company goals and tasks, knowledge of Director's 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 decision quality, composition and selection of functional

28

committee members, internal control
Evaluation Result 1. Board of Directors performance evaluation: Excellent
2. Performance evaluation of individual Director members: Excellent
3. Performance evaluation of functional committees: Excellent
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 the year 202IV.
  1. 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
Independent Director Way, Tzong Der 17 0 100%
Independent Director Wen, Kuo-Lan 17 0 100%
Independe Chao, Ying-Chen 17 0 100%

29

nt Director
Independent 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 the year 2024. Approved by the Audit Committee as written

| 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 Acting Spokesperson. | 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 subsidiary Beirui. | |
| --- | --- | --- |
| 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
(twelfth 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 |


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| | 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 Acehodia 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 Acehodia 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 private placement of common shares | Approved by the Audit Committee as written |

II. Where the Independent Director recuses from the implementation of the interest motion, the Independent Director's name, the content of the motion, the reasons for the recusal, and the participation in voting shall be stated:

Date Motions Director recusal and reasons for interest Voting participation

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.


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

Assessment items 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? (1) 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. No significant difference.
(2) Does the Company have a list of the major shareholders and the ultimate controllers of the major shareholders who actually control the Company? (2) 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. No significant difference.
(3) Has the Company established and implemented a risk control and firewall mechanism with its affiliates? (3) 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. No significant difference.
(4) Has the Company established internal regulations to prohibit insiders from trading marketable securities using undisclosed information? (4) 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.
3. Composition and 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.
30 and 39. The Board of Directors of Directors is not always responsible for the development of the Company's policies or procedures for the operation of the TWSE/TPEx-listed Companies.

Assessment items 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-WahFor 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 with the law? (二) 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? (三) 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? (四) 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.

Assessment items 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.)
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

Assessment items 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? (1) The Company has established a website (www.polarpharma.com/investors/ [HYPERLINK: http://www.polarpharma.com/investors/]) and disclosed financial business and corporate governance information. No significant difference.
(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)? (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. No significant difference.
(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? (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.
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 training hours. No significant difference.
9. What are the following characteristics of the Company? This Company has established a company stock option plan.1. Employees' rights and interests: 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.2. 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.3. Supplier relations: The Company has clear agreements with suppliers and clinical trial partner hospitals to regulate the rights and obligations of each other.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 training hours. No significant difference.
10. How do you think the Company is responsible for the management of the business? This Company has established a company stock option plan.1. Employees' rights and interests: 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.2. 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.3. Supplier relations: The Company has clear agreements with suppliers and clinical trial partner hospitals to regulate the rights and obligations of each other.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 training hours. No significant difference.

38

Assessment items 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

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

  1. Compensation Committee Member Information
Identify Name 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


  1. 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, Tzong Der 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 handling of Members' comments shall be stated: None.
  1. 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 proposal
2025/05/12
(The second time in 2025) 1. Amendment to the Company's Policy for Directors' Remuneration All attending members approved the proposal
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 proposal
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 proposal
2025/09/30
(The fifth time in 2025) 1. Approval of the list of recipients for the Company's 2025 Employee Stock All attending members approved the proposal

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 proposal
2026/01/22
(The first time in 2026) 1. Approval of the compensation for the Chief Accounting Officer All attending members approved the proposal

41


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

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. 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?
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?
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: 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

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
• 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 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

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
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 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
social and economic impact economical impact economics, economic impact
4. Environmental Issues (2) Has the company established an appropriate environmental management system in accordance with its industrial characteristics? The company has the following recommendations: 1. The company is 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

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
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?
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?
Human right issues Objectives
Non-disorientation 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

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
4. Multiple communication channels
Pay attention to the ideas and opinions of every employee, and continuously improve the communication and coordination system within the Company. The Company establishes channels for regular communication and dialogue between employees, so that employees have the right to obtain information and express their opinions on the Company's operation and management activities and decisions through appeal forms, high-rise mailboxes, etc. The Company also respects the right of employee representatives to negotiate on working conditions, and provides employees with the necessary information and hardware facilities to facilitate consultation and cooperation between employers, employees and employee representatives.
(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

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 |


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.

51

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
5. Has the Company made reference to international standards or guidelines for the 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? The Company prepared the Corporate Sustainability Report in accordance with the GRI standards issued by the Global Reporting Initiative (GRI), and the relevant information is disclosed on the Company's website and MOPS; however, the aforementioned report has not obtained any third-party verification or assurance. Plan to gradually promote in the future.
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

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.

Greenhouse Gas Inventory and Assurance in the Most Recent Two Years
52

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

Please specify the company's greenhouse gas (GHG) emissions (in metric tons of $\mathrm{CO}{2}\mathrm{e}$ ), emissions intensity (metric tons of $\mathrm{CO}{2}\mathrm{e}$ 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 2024
Emissions (tCO2e) Emissions intensity (tCO2e per NT$ million in revenue) Emissions (tCO2e) Emissions intensity (tCO2e per NT$ million in revenue)
The Company Scope 1Direct GHG emissions(Note 1) - -
Scope 2Indirect GHG emissions(Note 2) - -
Sub-total - -
all subsidiaries included in the consolidated financial statements Scope 1Direct GHG emissions(Note 1) 3,708.2751
Scope 2Indirect 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.


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

Assessment items 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 and review and revise it regularly. 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.

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Assessment items 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 external complaints. 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 perform the 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 audit results. 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 system1. 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 DisclosureDoes the Company disclose the content and effectiveness of its Code of Conduct for Integrity Management 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.

Assessment items 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/


(8) Status of Internal Control System Implementation

  1. 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

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

  1. Dates of shareholders' meetings and material resolutions by attending shareholders are as follows:
Date Meeting Matters for resolution Implementation
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 of employee stock options

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 Acting Spokesperson

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 (Hong Kong)

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 Banking Unit
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. Conversion of funds loaned by the Company to its subsidiary,

63

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.

4. 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.

5. Change of Auditor Information: None.

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: None.


  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

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

Unit: Shares

Title Name 2025 2026 As of 17 March
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-Ming Kao (Note 8)

Title Name 2025 2026 As of 17 March
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 Kao-Chung 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.


  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 Spouse, minor children shareholdings 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. Note
Number of shares Sharehold ing % Number of shares Sharehol d ing % Number of shares Shareh olding % Name Relation
Digital Capital Inc. 376,086,333 43.74 Mai Investment Co., Ltd., Digital Mobile Venture Ltd. Same ultimate beneficiary
Representative: Brittany Way
Digital Mobile Venture Ltd. 61,729,295 7.18 Mai Investment Co., Ltd., Digital Capital Inc. Same ultimate beneficiary
Representative: Chen, Shyan Tser 4,950,000 0.58 3,802,000 0.44
Mai Investment Co., Ltd. 40,527,138 4.71 Digital Capital Inc., Digital Mobile Venture Ltd Same ultimate beneficiary
Representative: Tsai, Kao-Chung
G-Technology Investment Co., Ltd. 26,467,465 3.08 Gemtek Technology Co., Ltd. Same shareholder and representative
Representative: Chen, Hung-Wen 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. 10,000,000 1.16
Representative: King Regent Management Limited 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

  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 Director, manager and investment in directly or indirectly controlled business 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 Pty Ltd. 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 43.78 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.


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 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
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 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
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 -

Year and month Issue price (USD) Authorized share 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 1,000,000,000 10,000,000 718,761,109 7,187,611 Cash capital increase of $640,000,000 None (Note 5)
October 2021 USD 0.875 1,000,000,000 10,000,000 718,825,109 7,188,251 Exercise of employee stock options $640,000 None
November 2021 USD 1.25~1.68 1,000,000,000 10,000,000 718,835,109 7,188,351 Exercise of employee stock options $100,000 None
December 2021 USD 0.33 1,000,000,000 10,000,000 718,845,109 7,188,451 Exercise of employee stock options $100,000 None

Year and month Issue price (USD) Authorized share 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 1,000,000,000 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 1,000,000,000 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 1,000,000,000 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 1,000,000,000 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 1,000,000,000 10,000,000 721,037,823 7,210,378 Exercise of employee stock options $929,000 None
June 2022 84.57 1,000,000,000 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 1,000,000,000 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 1,000,000,000 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 1,000,000,000 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 1,000,000,000 10,000,000 741,804,313 7,418,043 Exercise of employee stock options $580,000 None
November 2022 USD 0.33~0.47 1,000,000,000 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 1,000,000,000 10,000,000 742,048,378 7,420,484 Exercise of employee stock options $807,000 None
January 2023 USD 0.47 1,000,000,000 10,000,000 742,050,378 7,420,504 Exercise of employee stock options $20,000 None
February 2023 USD 0.33~2.0575 1,000,000,000 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 1,000,000,000 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 1,000,000,000 10,000,000 743,000,460 7,430,005 Exercise of employee stock options $1,032,000 None

Year and month Issue price (USD) Authorized share 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 1,000,000,000 10,000,000 743,076,606 7,430,766 Exercise of employee stock options $761,000 None
July 2023 USD 0.33~2.4 1,000,000,000 10,000,000 743,423,606 7,434,236 Exercise of employee stock options $347,000 None
August 2023 USD 0.33~0.47 1,000,000,000 10,000,000 743,425,064 7,434,251 Exercise of employee stock options $15,000 None
September 2023 USD 0.47~1.5 1,000,000,000 10,000,000 743,463,314 7,434,633 Exercise of employee stock options $383,000 None
October 2023 USD 0.33~0.47 1,000,000,000 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 1,000,000,000 10,000,000 743,759,153 7,437,592 Exercise of employee stock options $132,000 None
January 2024 USD 0.47~1.68 1,000,000,000 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 1,000,000,000 10,000,000 744,324,732 7,443,247 Exercise of employee stock options $4,656,000 None
March 2024 USD 0.47 1,000,000,000 10,000,000 744,420,732 7,444,207 Exercise of employee stock options $960,000 None
May 2024 USD 0.33~1.68 1,000,000,000 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 1,000,000,000 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 1,000,000,000 10,000,000 746,100,479 7,461,004 Exercise of employee stock options $4,226,000 None
August 2024 USD 0.47 1,000,000,000 10,000,000 746,132,479 7,461,325 Exercise of employee stock options $320,000 None

Year and month Issue price (USD) Authorized share 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 1,000,000,000 10,000,000 746,195,438 7,461,954 Exercise of employee stock options $1,824,000 None
October 2024 USD 0.47 1,000,000,000 10,000,000 746,206,272 7,462,063 Exercise of employee stock options $158,000 None
December 2024 NTD 10 1,000,000,000 10,000,000 770,206,272 7,702,063 Cash capital increase $240,000,000 None (Note 6)
December 2024 USD 0.47 1,000,000,000 10,000,000 770,251,272 7,702,513 Exercise of employee stock options $694,000 None
January 2025 USD 0.47~1.68 1,000,000,000 10,000,000 770,287,272 7,702,873 Exercise of employee stock options $794,000 None
February 2025 USD 0.47 1,000,000,000 10,000,000 770,320,272 7,703,203 Exercise of employee stock options $509,000 None
March 2025 USD 0.33~0.47 1,000,000,000 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.

Shareholding data as of May 15, 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

(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:

Shareholding data as of March 17, 2026

| Shares
List of major shareholders name | 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-Technology Investment 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 Technology Co., Ltd. | 7,784,542 | 0.91 |
| Sun Research Groups Ltd. | 6,503,788 | 0.76 |

(3) Company Dividend Policy and Implementation

  1. 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


distributed in this fiscal year.

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

(5) Employee, Director and Supervisor Compensation

  1. 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:

(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.

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

  1. 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.

  1. Corporate Bonds

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

(2) Convertible Corporate Bonds: None.

  1. Preferred Shares: None.

  2. Global Depositary Receipts (GDR): None.

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  1. Employee Stock Options (ESO)

(1) Unexercised Stock Options

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 Effective Date 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 can be issued
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%
Subscription period 8 years
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 shares issued (%) 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.

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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 Effective Date 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 (1 share / 1 unit) 570,000 (Among them 120,000 shares have expired) 7,262,500 (Among them 1,750,000 shares have expired) 1,450,000 (Among them 320,000 shares have expired) 2,820,000 (Among them 1,285,000 shares have expired)
Number of units can be issued 4,467,500
Number of shares issued as a percentage of the total number of shares issued 0.07% 0.84% 0.17% 0.33%
Subscription period 8 years
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 subscription amount
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 shares issued (%) 0.05% 0.64% 0.13% 0.18%
Effect on shareholders' equity No significant impact. No significant impact. No significant impact. No significant impact.

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 Effective Date 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 be issued 0 3,930,000
Number of shares issued as a percentage of the total number of shares issued 0.30% 0.22% 0.51% 0.20%
Subscription period 8 years 8 years
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, 1/48th per month 50% for 2 years and the remaining 50% for the next 48 months, 1/48th per month
Number of shares exercised
Executed subscription amount
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.


(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

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

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.

  1. 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 Not Executed
Number of share subscribed (1,000 shares) Subscription 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) Subscription 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, Tsuo-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 Henzoll
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 Kao, Chi-Ling
Manager of Production Department (DRX USA) (DRX USA) Christopher Starr
Senior Clinical Project Manager Huang Yalun
Accounting Manager Hsu, Shu-Yen

  1. 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.

  1. New Shares Issued for Mergers or Acquisitions: None.

  2. 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.

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

Unit: NTD thousand

Project Items Required Funds Source of Funds 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

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.


(5) Execution Status

Unit: NTD thousands; %

Project Item Implementation Status Q1 2026 Cumulative up to Q1 2026 Reasons for Ahead/Behind Schedule and Improvement Plan
Expansion of Zhunan New Plant Amount Utilized Planned - Planned 300,000 The construction of the Zhunan new plant 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.
Actual - Actual 50,440
Implementation Progress (%) Planned 100.00% Planned 100%
Actual 0% Actual 16.81%
Acquisition of Equipment - Zhunan New Plant Amount Utilized Planned - Planned 440,000 As prior approval from the Science Park 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 temporarily suspended.
Actual - Actual 398,699
Implementation Progress (%) Planned 100.00% Planned 100%
Actual 0% Actual 90.61%
Acquisition of Equipment - Chengdu Plant Amount Utilized Planned - Planned 303,180 Due to the need to align funding with the 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.
Actual 11,377 Actual 172,662
Implementation Progress (%) Planned 100.00% Planned 100%
Actual 3.75 Actual 56.95%
Reinforcement of Working Capital Amount Utilized Planned - Planned 132,820 Execution has been completed in accordance with the planned schedule.
Actual - Actual 132,820
Implementation Progress (%) Planned - Planned 100.00%
Actual - Actual 100.00%
Total Amount Utilized Planned - Planned 1,176,000
Actual 11,377 Actual 754,621
Implementation Progress (%) Planned 0% Planned 100%
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


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 Value per 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

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.


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


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 GMP-compliant 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 (glucagon-like 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, %

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 $9.5 - 12.5\%$ .

img-0.jpeg

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


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 antibody drug
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 antibody drug
Darzalex® (Johnson & Johnson) Multiple myeloma 7.977 billion 9.721 billion 21.86% Monoclonal antibody drug
Opdivo® (Bristol-Myers Squibb) Melanoma 8.249 billion 9.009 billion 9.21% Monoclonal antibody drug
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). Anti-diabetic 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
※ Material supplier
· Raw materials and consumables for the production of medicines
※ Outsourcing R&D institutions
· Assist in the execution of clinical trials or the development of specific assays
※ Engineering Company
· cGMP factory design, construction and maintenance | Midstream
※ GM ppharmaceutical factory
· Production of pharmaceutical raw materials that meet specifications
· Packaging of pharmaceutical raw materials
· Quality and quality control of pharmaceutical raw materials and finished products | Downstream
※ Medical institutions
※ Drug agent sales and distributors |
| --- | --- | --- |

  1. 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, ADI-PEG 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 ADI-PEG 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


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

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% -

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

  1. 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 GBC 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


trials for severe fatty liver disease combined with diabetes — targeting ADI-PEG 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.

  1. 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

(1) Market Analysis

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

The Group's core technology focuses on ADI-PEG 20, an innovative cancer-targeting 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.

4. Competitive Advantage

(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.

(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.

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

(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.

(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.

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

(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.

(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.

(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.

5. Favorable and Unfavorable Factors for Development Prospects and Countermeasures

(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

  1. 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.

  2. 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 March 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 Amount Proportion of annual net sales (%) Relationship with the issuer
1 OrphanPacific Inc. 52,547 49 None Taivex Therapeutics Corporation 8,273 20 None OrphanPacific 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.


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3. Employee Information

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

Year 2024 2025 As of March 31, 2026
Number of workers R&D personnel 322 323 245
Other personnel 66 354 261
Total 388 674 506
Average age 38.72 38.61 38.56
Average years 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,


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.

2. 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.

3. 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.

6. 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.

2. Information Security Policy

  • Ensure data access is regulated according to departmental functions.
  • Prevent unauthorized access to and modification of data and systems, ensuring their accuracy and integrity.
  • Ensure the continuous operation of information systems.
  • Regularly conduct information security audits to ensure effective implementation of information security.
  • Regularly promote information security policies to enhance employee information security awareness and strengthen their understanding of related responsibilities.

3. Specific Management Plans and Resources Invested in Information Security

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

(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.

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  1. 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

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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

Section VI. Financial Review, Risk Management and Analysis

1. Financial Condition

Unit: NTD thousands

Year Accounting Item 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
Intangible assets 2,180,637 762,484 (1,418,153) (65.03)
Other assets 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-current liabilities 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)
Other equities 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 Company and its subsidiaries.

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


2. Financial Performance

(1) Operating Results Analysis Table

Unit: NTD thousands

Item\Year 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)
Operating losses (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)
Net loss 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 for the 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


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
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


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.

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  1. 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

  1. 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.

  1. 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 macro-economic 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

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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

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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.

  1. 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 pre-clinical 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 ADI-PEG 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


112

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.

3. 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 1.88 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.

4. 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


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.

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Section VII. Special Disclosures

  1. Affiliated Company Information:

(1) Affiliated Company Organization Chart

As of December 31, 2025

img-1.jpeg

(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
Polaris Pharmaceuticals, Inc. 2003.03.25 1000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000 1000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000 Biotechnology

(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)
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

Company name Title Name or representative 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 43.78%
Director Greg Hura
Director Chen, Shyan Tser
Lin Yang Biopharma, Ltd. Director Chen, Shyan Tser 168,138,001 100%
Director Chen, Hung-Wen
Director Hsu, Jann-Pyng
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 Pty Ltd 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)

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.


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

| Items | The First Private Placement in 2019
Issue Date: April 3, 2019 | | | | | The second private placement in 2019
Issue Date: January 17, 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 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 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 through 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 through private placement. | | | | |
| 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 subscriber | 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 reference price. | | | | | The actual subscription price is 94.61% of the reference price, not less than 80% of the reference price. | | | | |


119

| Items | The First Private Placement in 2019
Issue Date: April 3, 2019 | The second private placement in 2019
Issue Date: January 17, 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 stock grants | 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 a public offering. The restriction that privately placed |


Items 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 January 23, 2026
Information of subscriber 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 stock grants None

  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

| 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.
  1. 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. |

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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. 1. Article 170 of the Company 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.
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. 2. Article 172-2 of the Company Act
3. Where a shareholders’ meeting is held via video conference, shareholders participating through such means shall be deemed to be present in person. 3. Article 172 of the Company Act, Article 26-1, and Article 43-6 of the Securities and Exchange Act

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4. 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.
5. 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.
6. 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.
7. 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.
8. 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.
9. 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.
10. The following matters shall be listed

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| 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. | | |
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| 1. A shareholder who has a personal interest in any matter under discussion at a shareholders’ meeting, which may be detrimental to the interests of the Company, shall not participate in voting on such matter, 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.

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

  2. 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 | 1. Article 178 of the Company Act

  3. Article 179 of the Company Act
  4. Article 180 of the Company Act | No amendment to the Articles of Incorporation or organizational documents is required. |


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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.

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| 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.

  1. 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.

  2. 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.
  1. 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

  3. 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. |

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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. Public Companies
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.
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.

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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. 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.
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.
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. 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.
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
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| 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.

  1. 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.
  1. 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. |


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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 merger resulting in its dissolution, a general transfer of business, a share conversion, or a demerger that leads to the 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. Article 18, Article 27, Article 28, Article 29, and Article 35 of the Business Mergers and Acquisitions Act. No amendment to the Articles of Incorporation or organizational documents is required.
Unless otherwise provided by the Articles of Incorporation or applicable laws, resolutions of the shareholders' meeting shall be adopted by a meeting attended by shareholders representing more than one-half of the total issued shares, with the approval of a majority of the voting rights of the shareholders present. Article 174 of the Company Act. No amendment to the Articles of Incorporation or organizational documents is required.
  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.

Polaris Group

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Person in Charge: Samuel Chen

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