S.C.P.C - AGM Information 2019 | FinancialReports.eu

Stock Code: 1720

Standard Chem. & Pharm. Co., Ltd.

Handbook for the 2019 Annual Meeting of Shareholders

MEETING TIME:June 19,2019

----Disclaimer----

THIS IS A TRANSLATION OF THE AGENDA FOR THE 2019 ANNUAL SHAREHOLDERS’ MEETING (“THE AGENDA”) OF STANDARD CHEM. & PHARM. CO., LTD (“THE COMPANY”). THE TRANSLATION IS INTENDED FOR REFERENCE ONLY AND NOT FOR OTHER PURPOSE. THE COMPANY HEREBY DISCLAIMS ANY AND ALL LIABILITIES WHATSOEVER FOR THE TRANSLATION. THE CHINESE TEXT OF THE AGENDA SHALL GOVERN ANY AND ALL MATTERS RELATED TO THE INTERPRETAION OF THE SUBJECT MATTER STATED HEREIN.

	Table of Contents
I.	Meeting Procedure	1
II.	Meeting Agenda	2
III.	Company Reports	3
IV.	Proposals	7
V.	Discussions	9
VI.	Question and Motions	11
Attachments
1.	Business Report	12
2.	Independent Auditors’ Report and Financial Statements	15
3.	Comparison of the articles before and after the revision of the
	Company's Corporate Charter	40
4.	Comparison of the articles before and after the revision of the
	Operational procedures for Acquisition and Disposal of Assets	44
5.	Comparison of the articles before and after the revision of the
	Operational Procedures for Loaning of Company Funds	55
6.	Comparison of the articles before and after the revision of the
	Operational Procedures for Endorsements and Guarantees	59
Appendices
	Directors’ and Supervisors' Shares Held at Present	63

I. Meeting Procedure

Standard Chem. & Pharm. Co., Ltd.

Procedure for the 2019 Annual Meeting of Shareholders

1. Calling of the Meeting to Order

Chairperson takes Chair
Introduction

4. Chairperson Remarks

5. Company Reports

Proposals
Discussions
Question and Motions

9. Adjournment

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II. Meeting Agenda

Agenda of Annual Meeting of Shareholders

Time: 9:00 a.m. on Wednesday, June 19, 2019

Place: Standard Chem. & Pharm. Co., Ltd.’s Conference Hall, No. 154, Kaiyuan Rd., Tuku Village, Sinying District, Tainan City.

Call the Meeting to Order
Chairperson Remarks
Company Reports
(1)2018 Business Report

(2)Supervisors’ Review Report on the 2018 Financial Results

(3)2018 Annual Report on Remuneration of Employees , Directors and

Supervisors

(4)The Status of Endorsement and Guarantee

(5)The Status of Implementation of Investment in Mainland China

(6)Other Reports

Proposals

(1)Adoption of the 2018 Business Report and Financial Statements

(2)Adoption of the Proposal for Distribution of 2018 Profits

Discussions

(1)Amendment to the Company's Corporate Charter

(2)Amendment to the Operational procedures for Acquisition and Disposal of Assets

(3)Amendment to the Operational Procedures for Lending Funds to Other Parties

(4)Amendment to the Operational Procedures for Endorsements and Guarantees

Questions and Motions
Adjournments

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III. Company Reports

(1) 2018 Business Reports

The result of overall operation for Standard Chem. & Pharm. Co., Ltd. and its subsidiaries’ (the Group) were summarized as follows:

Net Sales

Net Sales for 2018 decreased 7.2% in comparison with 2017.

Gross Profit

Due to revenue decrease and portfolio different, Gross Profit for 2018 decreased by 11.7% in comparison with 2017.

Operating profit

Due to the decrease of gross profit, the Operating profit for 2018 decreased 28.3% in comparison with 2017.

Non-operating Income and expenses

Due to the Increase of Exchange Gain and Technology Transfer, Non-operating Income in 2018 increased by 1378.9% when compared with 2017.

In summation of the above, Net Profit for 2018 was NT$428 million; representing a 1.2% decrease over Net Income of 2017.

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(2) Supervisors’ review report on the 2018 financial statements

Supervisor’s Review Report

To Shareholders:

The Board of Directors has prepared Standard Chem. & Pharm. Co., Ltd. (SCP)’s 2018 Business report, parent and consolidated Financial Statements, and proposal of the surplus earning distribution. The CPA firm of PricewaterhouseCoopers Taiwan was retained to audit SCP’s Financial Statements and has issued an audit report relating to the Financial Statements. The Business Report and Financial Statements have been reviewed and determined to be correct and accurate by the Supervisor of SCP. According to Article 219 of the Company Act, I hereby submit this report.

Supervisor: Yuan-Feng, Kao

March 19, 2019

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Supervisor’s Review Report

To Shareholders:

Supervisor: Tsuey-Wen Yeh

March 19, 2019

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(3) 2018 Annual Report on Remuneration of Employees, Directors, and Supervisor The resolution was approved by the Board on March 19th, 2019.
i. 2018 Annual Employees’ Remuneration is NT$ 4,612,253, the amount recognized is NT$ 4,553,854. The difference NT$ 58,399 is recognized as a gain in 2019.
ii. 2018 Annual Board’s Remuneration is NT$ 9,224,506, the amounts recognized is NT$9,107,709. The difference NT$ 116,797 is recognized as a gain in 2019.
iii. The above remuneration is distributed in cash.
(4) The Status of Endorsement and Guarantee Based on the resolution made by the Board of Directors on April 18[th] , 2012, the endorsements and guarantees provided by SCP to its subsidiary, Standard Pharmaceutical Co., Ltd. (Samoa), have totaled US$3,000,000. By the end of December 2018, US$3,000,000 of the amount was actually used.
(5) The Status of Implementation of Investment in Mainland China
i. SCP invested through Standard Pharmaceutical Co., Ltd. (Samoa) to Jiangsu Standard Biopharm Co., Ltd., a 100% owned subsidiary, located in Taizhou City of Jiangsu province in Mainland China. The total amount to be invested is US$9,000,000; the registered paid-in capital at the end of 2018 was US$9,000,000.
ii. SCP joint ventured through Jiangsu Standard Biopharm Co., Ltd. with a Japanese company to Jiangsu Standard-Dia Biopharm Co., Ltd., a 55% owned subsidiary. The registered paid-in capital at the end of 2018 was US$6,780,000.
(6) Other Reports
In accordance with Article 172-1 of the Company Act, the proposals submitted by shareholders shall be listed; no proposal is submitted in this shareholders’ meeting.

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IV.Proposals

1. Proposed by the Board

Proposal:

Adoption of the 2018 Business Report and Financial Statements.

Explanation:

The 2018 Business Report (please refer to page 12-14) and Financial Statements of SCP (please refer to page 15-39) have been approved by the Board and examined by the supervisors of SCP.

Resolution:

2. Proposed by the Board

Proposal:

Adoption of the Proposal for Distribution of 2018 Profits.

Explanation:

a. Please refer to the 2018 PROFIT DISTRIBUTION TABLE below.
b. The distribution of cash dividends shall be based on the stock register record as shown on the distribution record date. It is proposed to distribute NT$1.5 per share, and the total dividend shall be rounded down to nearest NT$1.00, the remaining fraction will be adjusted by the Chairman of the Board, who is fully authorized by Board of Directors.
c. Subject to approval of the proposed distribution plan by the Shareholders’ Meeting, it is proposed that the Board of Directors be authorized to determine the dividend distribution date in order to make adjustment and distribution for each share based on the number of actual shares outstanding on the distribution date.

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Standard Chem. & Pharm. Co., Ltd. PROFIT DISTRIBUTION TABLE Year 2018

Year 2018
	`(`Unit: NT$)
Item	Amount
After-tax net profit	374,358,035
Less: Legal reserve	(37,435,804)
Add: Fist-time application of IFRS 9 retrospective application and retrospective restatement effects	7,826,428
Less: Adjusted actuarial losses	(20,323,677)
Distributable profit from year 2018	324,424,982
Undistributed earnings from previous period	660,548,719
Accumulated undistributed earnings	984,973,701
Less: Dividend to shareholders (Cash dividend NT$1.50 per share)	(268,044,134)
Undistributed earnings as of the end of the period	716,929,567

Note 1: Earning distribution for this year shall be based on the distributable profit from year 2018

Note 2: Actual cash dividend amount per share shall be calculated based on the stock register record shown on the distribution record date

Resolution:

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V. Discussions

1. Proposed by the Board

Proposal:

Propose and discuss Amendment to the Company Corporate Charter.

Explanation:

For purpose of Hua-Zong-(1)-Yi-Ji No. 10700083291, it is proposed to amend part of the Company’s Corporate Charter. Please refer to appendix 3 for details.

Resolution:

2. Proposed by the Board

Proposal:

Proposal for amendment of the Operational procedure for Acquisition and Disposal of Assets

Explanation:

In accordance with Financial Supervisory Corporate Document No. 1070341072 provided by the Financial Supervisory Commission on November 26[th] , 2018, the company hereby proposes to amend the Operational procedure of Acquisition and Disposal of Assets. Please refer to appendix 4 for details.

Resolution:

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3. Proposed by the Board

Proposal:

Proposal for amendment of the Operational procedure for Lending Funds to Other Parties.

Explanation:

In accordance with Financial Supervisory Corporate Document No. 1080304826 provided by the Financial Supervisory Commission on March 7[th] , 2019, the company hereby proposes to amend the Operational procedure for Lending Funds to Other Parties. Please refer to appendix 5 for details.

Resolution:

4. Proposed by the Board

Proposal:

Proposal for amendment of the Operational procedure for Endorsements and Guarantees.

Explanation:

In accordance with Financial Supervisory Corporate Document No. 1080304826 provided by the Financial Supervisory Commission on March 7[th] , 2019, the company hereby proposes to amend the Operational procedure for Endorsements and Guarantees. Please refer to appendix 6 for details.

Resolution:

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VI.Question and Motions VII. Adjournments

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Attachments

Attachment 1:

Standard Chem. & Pharm. Co., Ltd. 2018 Business Report

Company Business Direction

Standard Chem. and Pharm. Co., Ltd. (SCP) has focused its operations on the development and manufacturing of pharmaceuticals. Through vertical integration of its corporate group and development of niche and brand differentiated specialty products, SCP seeks to build a global marketing network. To establish itself as a world-class pharmaceutical manufacturer, SCP strives to expand its presence in the United States, Japan, China, and Southeast Asian markets. SCP’s principal objectives for the year 2018 were:

a. Continue to expand R&D investments
b. Develop core technologies
c. Actively expand international operations
d. Strengthen internal management
Implementation Overview

Throughout 2018, SCP continued to invest in drug development, and the R&D expenses for the year was NT$156,355 thousand, which was about 7% of total revenue. To expand international business, besides markets in Japan, China, and Southeast Asian countries, SCP has submitted ANDAs to the US-FDA, bringing our generic formulations to the next stage of the international pharmaceutical market. Strengthening of internal management and operations was evident in proposal improvement, cost reductions, and process improvements of various ongoing projects.

Results of Business Plan Implementation

SCP’s Net Sales for 2018 were NT$2.4 billion, which was a 1.0% decrease over 2017. Sales from pharmaceuticals for human-use (NT$2 billion) represented the largest contribution to overall Net Sales at 87.0%. Sales from Active Pharmaceutical Ingredients (NT$169 million) contributed 7.1% overall. Sales of healthy food (NT$89 million) contributed 3.7% overall. Other products, including veterinarian pharmaceuticals, had sales of NT$52 million contributing 2.2% overall.

Due to decreased revenue, Gross Profit for 2018 decreased by 1.9% in comparison with 2017. Operating profit in 2018 was only 0.3% lower than 2017

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because of well-controlled operating expenses.

For non-operating income and expense, the profit increased NT$16.54 million because of the Increase of Exchange Gain and Technology Transfer; however, the loss of long-term equity investment was also increased.

In summation of the above, Net Income for 2018 was NT$374 million; representing a 3.0% increase over Net Income of 2017.

4. Operation Summary

Unit: NTD thousand

representing a 3.0% increase over 4. Operation Summary	Net Income of 2017. Unit: NTD thousand
Items	Amount
Net Sales	`2,385,819`
Gross Profit	`1,098,567`
Income from Operations	`359,343`
Non-operating Income/Expenses	`88,618`
Income Before Income Tax	`447,961`
Net Income	`374,359`
Basic Earnings per shares (NTD)	`2.09`

5. Budget Implementation

Unit: NTD thousand

Items	2018 Budget	2018 Actual	Achievement%
Net sales	`2,549,962`	`2,385,819`	`93.6`
Costs	`1,343,221`	`1,287,252`	`95.8`
Gross Profit	`1,206,741`	`1,098,567`	`91.0`
Operating exp.	`744,536`	`739,224`	`99.3`
Income from Operations	`462,205`	`359,343`	`77.7`
Pre-tax income	`582,028`	`447,961`	`77.0`

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6. Profitability Analysis

6. Profitability Analysis
Items	Ratio(%)
Return on Total Assets	`7.15`
Return on Shareholders’ Equity	`10.18`
Operating income/paid-in capital ratio	`20.11`
Gain before tax/paid-in capital ratio	`25.07`
Net Margin	`15.69`
Basic Earnings per share (NTD)	`2.09`

Research and Development

SCP’s R&D expenses for 2018 were NT$156 million. Most of SCP’s research techniques were self-developed, and all of SCP’s new products, including both domestic and international development, were applied for drug licenses. Development results are listed below:

A. Domestic pharmaceutical preparations: 4 applications were submitted and 7 certificates were approved.
B. International pharmaceutical preparations: 24 applications were submitted and 14 certificates were approved.
C. International Active Pharmaceutical Ingredients: 1 certificates was approved.
D. New products: 3 new products were launched.
E. BA/BE studies: 3 applications were submitted and 3 applications received passing results.
F. Food: 2 applications were submitted and 2 certificates were approved.

SCP continues its commitment to investment in R&D for new product development.

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Attachment 2:

REPORT OF INDEPENDENT ACCOUNTANTS TRANSLATED FROM CHINESE

To the Board of Directors and Shareholders of STANDARD CHEM. & PHARM. CO., LTD.

Opinion

We have audited the accompanying parent company only balance sheets of STANDARD CHEM. & PHARM. CO., LTD. (the “Company”) as of December 31, 2018 and 2017, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the reports of other independent accountants, the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and its financial performance and its cash flows for the years then ended in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers”.

Basis for opinion

We conducted our audits in accordance with the “Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants” and generally accepted auditing standards in the Republic of China (ROC GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with the Code of Professional Ethics for Certified Public Accountants in the Republic of China (the “Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements of the current period. These matters were addressed in the context of our audit of the parent

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company only financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

Key audit matters of the parent company only financial statements of the current period are as follows:

Valuation of inventories

Description

Refer to Note 4(9) for accounting policies on the valuation of inventories, Note 5(2) for the uncertainty of significant accounting estimations and assumptions relating to valuation of inventories, and Note 6(5) for the details of allowance for inventory valuation loss. As of December 31, 2018, the carrying amount of inventories and allowance for inventory valuation loss are $530,570 thousand and $20,539 thousand, respectively.

The Company is primarily engaged in the manufacture and sales of human medicine. Due to the influence of market demand and short expiration date of medicines, there is a risk in market price decline and obsolescence of inventories. The Company measures inventories at the lower of cost and net realisable value. The net realisable values of obsolete inventories are determined based on the historical information on the selling price.

Given that the valuation of inventories is subject to uncertainty of assumptions and the accounting estimations will have significant influence on the inventory values, we consider the valuation of inventories a key audit matter.

How our audit addressed the matter

We performed the following key audit procedures on the above key audit matter:

Assessed the reasonableness of policies on allowance for inventory valuation loss.
Assessed the effectiveness of the management’s inventory control, based on our understanding of the operation of the warehouse management, inspected the annual inventory taking plan and performed our observation.
Tested whether the basis of inventory aging used in calculating the net realisable value of inventory is consistent with the Company’s policy.
Validated the net realisable value of inventories and the adequacy of allowance for inventory valuation loss.

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Existence of domestic sales revenue from human medicines

Description

Refer to Note 4(26) for accounting policies on revenue recognition. Revenue is recognised when control of the products has transferred, being when the products are delivered to the customer, the customer has full discretion over the channel and price to sell the products, and there is no unfulfilled obligation that could affect the customer’s acceptance of the products.

The Company is primarily engaged in the manufacturing and sales of human medicines. The Company’s sales is mainly domestic-based and its customers are numerous, including hospitals, clinics, pharmacies and drug administrations all over the country. Since the sales transactions are numerous and would require a longer period for verification, we consider the existence of domestic sales revenue from human medicines a key audit matter.

How our audit addressed the matter

We performed the following key audit procedures for the above matter:

Assessed the consistency and effectiveness of internal control relevant to sales recognition.
Assessed basic information of the major customers, including the details of chairman and major shareholders, registered address, principal place of business, capital and main business activities, etc.
Selected samples of sales transactions and checked against related supporting documentation, including unit prices, quantities, reasonableness of sales allowance recognition, waybill and subsequent cash collection.

Other matter –Reference to the audits of other independent accountants

We did not audit the financial statements of certain investments accounted for under the equity method. These investments amounted to $140,967 thousand and $143,705 thousand, constituting 2.65% and 2.71% of total assets as of December 31, 2018 and 2017, respectively, and the share of loss and other comprehensive income of associates accounted for under the equity method was ($2,557) thousand and ($5,756) thousand, constituting (0.86%) and (2.60%) of total comprehensive income for the years then ended, respectively. The financial statements of these investee companies were audited by other independent accountants whose reports thereon have been furnished to us and our opinion expressed herein, insofar as it relates to the amounts included in the parent company only financial statements and information disclosed relative to these investments, is based solely on the reports of other independent

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accountants.

Responsibilities of management and those charged with governance for the parent company only financial statements

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

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

Those charged with governance, including supervisors, are responsible for overseeing the Company’s financial reporting process.

Auditor’s responsibilities for the audit of the parent company only financial statements

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

As part of an audit in accordance with ROC GAAS, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

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

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error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only

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

Tien, Chung-Yu Independent Accountants

Lin, Tzu-Shu

PricewaterhouseCoopers, Taiwan Republic of China March 19, 2019

The accompanying parent company only financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying parent company only financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

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STANDARD CHEM. & PHARM. CO., LTD.

PARENT COMPANY ONLY BALANCE SHEETS

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Assets	December 31, 2018 AMOUNT % `$` `946,253` `18` `99,779` `2` `473,160` `9` `18,159` `-` `92,353` `2` `510,031` `10` `39,032` `1` `30,720` `-` `2,700` `-` `2,212,187` `42` `9,198` `-` `313,760` `6` `-` `-` `-` `-` `1,442,951` `27` `1,141,224` `22` `46,546` `1` `15,263` `-` `98,549` `2` `5,715` `-` `20,514` `-` `14,045` `-` `3,107,765` `58` `$` `5,319,952` `100`	December 31, 2017	December 31, 2017
	AMOUNT `$` `946,253` `99,779` `473,160` `18,159` `92,353` `510,031` `39,032` `30,720` `2,700` `2,212,187` `9,198` `313,760` `-` `-` `1,442,951` `1,141,224` `46,546` `15,263` `98,549` `5,715` `20,514` `14,045` `3,107,765` `$` `5,319,952`	AMOUNT `$` `729,506` `119,561` `421,739` `3,855` `89,466` `520,549` `30,775` `59,520` `2,052` `1,977,023` `-` `-` `298,814` `17,085` `1,606,736` `1,193,519` `46,659` `19,996` `82,504` `16,285` `28,947` `19,815` `3,330,360` `$` `5,307,383`	%
Current assets 1100 Cash and cash equivalents 1150 Notes receivable, net 1170 Accounts receivable, net 1200 Other receivables 1210 Other receivables - related parties 130X Inventories 1410 Prepayments 1476 Other financial assets - current 1479 Other current assets 11XX Total current assets Non-current assets 1510 Financial assets at fair value through profit or loss - non-current 1517 Financial assets at fair value through other comprehensive income - non-current 1523 Available-for-sale financial assets - non-current 1543 Financial assets carried at cost - non-current 1550 Investments accounted for under the equity method 1600 Property, plant and equipment 1760 Investment property, net 1780 Intangible assets 1840 Deferred income tax assets 1915 Prepayments for equipment 1920 Guarantee deposits paid 1990 Other non-current assets 15XX Total non-current assets 1XXX TOTAL ASSETS			`14` `2` `8` `-` `2` `10` `-` `1` `-`
			`37`
			`-` `-` `6` `-` `30` `23` `1` `-` `2` `-` `1` `-`
			`63`
			`100`

(Continued)

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STANDARD CHEM. & PHARM. CO., LTD.

PARENT COMPANY ONLY BALANCE SHEETS

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Liabilities and Equity	December 31, 2018 AMOUNT % `$` `420,000` `8` `250,000` `5` `40,526` `1` `122,435` `2` `27,563` `-` `59,794` `1` `222,107` `4` `54,321` `1` `734` `-` `30,000` `1` `1,227,480` `23` `70,000` `2` `67,969` `1` `269,421` `5` `3,857` `-` `411,247` `8` `1,638,727` `31` `1,786,961` `33` `197,315` `4` `584,929` `11` `1,022,410` `19` `89,610` `2` `3,681,225` `69` `$` `5,319,952` `100`	December 31, 2017	December 31, 2017
	AMOUNT `$` `420,000` `250,000` `40,526` `122,435` `27,563` `59,794` `222,107` `54,321` `734` `30,000` `1,227,480` `70,000` `67,969` `269,421` `3,857` `411,247` `1,638,727` `1,786,961` `197,315` `584,929` `1,022,410` `89,610` `3,681,225` `$` `5,319,952`	AMOUNT `$` `470,000` `200,000` `-` `119,631` `26,704` `55,441` `223,326` `62,059` `41,794` `-` `1,198,955` `100,000` `61,992` `268,642` `5,371` `436,005` `1,634,960` `1,786,961` `197,212` `548,600` `982,791` `156,859` `3,672,423` `$` `5,307,383`	%
Current liabilities 2100 Short-term borrowings 2110 Short-term notes and bills payable 2130 Contract liabilities - current 2150 Notes payable 2160 Notes payable - related parties 2170 Accounts payable 2200 Other payables 2230 Current income tax liabilities 2310 Receipts in advance 2320 Current portion of long-term borrowings 21XX Total current liabilities Non-current liabilities 2540 Long-term borrowings 2570 Deferred income tax liabilities 2640 Net defined benefit liability - non-current 2645 Guarantee deposits received 25XX Total non-current liabilities 2XXX Total liabilities Equity Share capital 3110 Common stock 3200 Capital surplus Retained earnings 3310 Legal reserve 3350 Unappropriated retained earnings 3400 Other equity interest 3XXX Total equity Significant contingent liabilities and unrecognised contract commitments 3X2X TOTAL LIABILITIES AND EQUITY			`9` `4` `-` `2` `1` `1` `4` `1` `1` `-`
			`23`
			`2` `1` `5` `-`
			`8`
			`31`
			`34` `4` `10` `18` `3`
			`69`
			`100`

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STANDARD CHEM. & PHARM. CO., LTD. PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, EXCEPT EARNINGS PER SHARE DATA)

Items Forthe years endedDecember31,
2018
2017
AMOUNT
%
AMOUNT
%
$
2,385,819
100
$
2,410,610
100
(
1,287,252 ) (
54) (
1,290,577) (
54)
1,098,567
46
1,120,033
46
(
404,843 ) (
17) (
381,534) (
16)
(
172,471 ) (
7) (
196,939) (
8)
(
156,355 ) (
7) (
180,985) (
7)
(
5,555 )
-
-
-
(
739,224 ) (
31) (
759,458) (
31)
359,343
15
360,575
15
115,187
5
69,726
3
31,462
1
(
64,234) (
3)
(
6,960 )
-
(
5,314)
-
(
51,071 ) (
2)
71,905
3
88,618
4
72,083
3
447,961
19
432,658
18
(
73,602 ) (
3) (
69,372) (
3)
$
374,359
16
$
363,286
15
($
22,616 ) (
1) ($
14,964) (
1)
7,344
-
-
-
(
62,551 ) (
2) (
234)
-
2,415
-
2,544
-
(
707 )
-
(
8,584)
-
-
-
(
105,608) (
4)
-
-
(
15,122) (
1)
($
76,115 ) (
3) ($
141,968) (
6)
$
298,244
13
$
221,318
9
$
2.09
$
2.03
$
2.09
$
2.03

4000
Operating revenue
5000
Operating costs
5900
Gross profit
Operating expenses
6100
Selling expenses
6200
General and administrative expenses
6300
Research and development expenses
6450
Expected credit losses
6000
Total operating expenses
6900
Operating profit
Non-operating income and expenses
7010
Other income
7020
Other gains and losses
7050
Finance costs
7070
Share of (loss) profit of subsidiaries,
associates and joint ventures
accounted for under the equity
method, net
7000
Total non-operating income and
expenses
7900
Profit before income tax
7950
Income tax expense
8200
Profit for the year
Other comprehensive (loss) income
Components of other comprehensive
income that will not be reclassified to
profit or loss
8311
Remeasurement of defined benifit
plan
8316
Unrealised gains (losses) from
investments in equity instruments
measured at fair value through other
comprehensive income
8330
Share of other comprehensive loss of
associates and joint ventures
accounted for under the equity
method
8349
Income tax related to components of
other comprehensive income
Components of other comprehensive
income that will be reclassified to
profit or loss
8361
Financial statements translation
differences of foreign operations
8362
Unrealised (loss) gain on valuation of
available-for-sale financial assets
8380
Share of other comprehensive loss of
associates and joint ventures
accounted for under the equity
method
8300
Total other comprehensive (loss)
income for the year
8500
Total comprehensive income for the
year
Earnings per share (in dollars)
9750
Basic
9850
Diluted

Items	Forthe years endedDecember31, 2018 2017 AMOUNT % AMOUNT % `$` `2,385,819` `100` `$` `2,410,610` `100` `(` `1,287,252 ) (` `54) (` `1,290,577) (` `54)` `1,098,567` `46` `1,120,033` `46` `(` `404,843 ) (` `17) (` `381,534) (` `16)` `(` `172,471 ) (` `7) (` `196,939) (` `8)` `(` `156,355 ) (` `7) (` `180,985) (` `7)` `(` `5,555 )` `-` `-` `-` `(` `739,224 ) (` `31) (` `759,458) (` `31)` `359,343` `15` `360,575` `15` `115,187` `5` `69,726` `3` `31,462` `1` `(` `64,234) (` `3)` `(` `6,960 )` `-` `(` `5,314)` `-` `(` `51,071 ) (` `2)` `71,905` `3` `88,618` `4` `72,083` `3` `447,961` `19` `432,658` `18` `(` `73,602 ) (` `3) (` `69,372) (` `3)` `$` `374,359` `16` `$` `363,286` `15` `($` `22,616 ) (` `1) ($` `14,964) (` `1)` `7,344` `-` `-` `-` `(` `62,551 ) (` `2) (` `234)` `-` `2,415` `-` `2,544` `-` `(` `707 )` `-` `(` `8,584)` `-` `-` `-` `(` `105,608) (` `4)` `-` `-` `(` `15,122) (` `1)` `($` `76,115 ) (` `3) ($` `141,968) (` `6)` `$` `298,244` `13` `$` `221,318` `9` `$` `2.09` `$` `2.03` `$` `2.09` `$` `2.03`
4000 Operating revenue 5000 Operating costs 5900 Gross profit Operating expenses 6100 Selling expenses 6200 General and administrative expenses 6300 Research and development expenses 6450 Expected credit losses 6000 Total operating expenses 6900 Operating profit Non-operating income and expenses 7010 Other income 7020 Other gains and losses 7050 Finance costs 7070 Share of (loss) profit of subsidiaries, associates and joint ventures accounted for under the equity method, net 7000 Total non-operating income and expenses 7900 Profit before income tax 7950 Income tax expense 8200 Profit for the year Other comprehensive (loss) income Components of other comprehensive income that will not be reclassified to profit or loss 8311 Remeasurement of defined benifit plan 8316 Unrealised gains (losses) from investments in equity instruments measured at fair value through other comprehensive income 8330 Share of other comprehensive loss of associates and joint ventures accounted for under the equity method 8349 Income tax related to components of other comprehensive income Components of other comprehensive income that will be reclassified to profit or loss 8361 Financial statements translation differences of foreign operations 8362 Unrealised (loss) gain on valuation of available-for-sale financial assets 8380 Share of other comprehensive loss of associates and joint ventures accounted for under the equity method 8300 Total other comprehensive (loss) income for the year 8500 Total comprehensive income for the year Earnings per share (in dollars) 9750 Basic 9850 Diluted

~23~

STANDARD CHEM. & PHARM. CO., LTD. PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

For the year ended December 31, 2017 Balance at January 1, 2017 Profit for the year Other comprehensive loss for the year Total comprehensive income (loss) for the year Cash dividends from capital surplus Difference between proceeds from acquisition or disposal of subsidiaries and book value Appropriations of 2016 earnings: Legal reserve Cash dividends Balance at December 31, 2017 For the year ended December 31, 2018 Balance at January 1, 2018 Effects of retrospective application Balance at January 1, 2018 (Adjusted) Profit for the year Other comprehensive loss for the year Total comprehensive income (loss) for the year Difference between proceeds from acquisition or disposal of subsidiaries and book value Reclassification of cash dividends payable expired Appropriations of 2017 earnings: Legal reserve Cash dividends Balance at December 31, 2018		Common stock		Capital	Surplus		Retain	ed Earnings		Other EquityInterest		Total equity
			Additional paid-in capital	Difference between the price for acquisition or disposal of subsidiaries and carryingamount	Change in net equity of associates and joint ventures accounted for using the equity method	Others	Legal reserve	Unappropriated retained earnings	Financial statements translation differences of foreign operations	Unrealised gain or loss from financial assets measured at fair value through other comprehensive income	Unrealised gain or loss on available-for-sale financial assets
					`$` `3,460` `-` `-` `-` `-` `-` `-` `-` `$` `3,460` `$` `3,460` `-` `3,460` `-` `-` `-` `-` `-` `-` `-` `$` `3,460`	`$` `-` `-` `-` `-` `-` `-` `-` `-` `$` `-` `$` `-` `-` `-` `-` `-` `-` `-` `49` `-` `-` `$` `49`

~24~

STANDARD CHEM. & PHARM. CO., LTD. PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax
Adjustments
Adjustments to reconcile profit (loss)
Net loss on financial assets at fair value through
profit and loss
Impairment loss on financial assets
Expected credit loss
Reversal of allowance for doubtful accounts
Provision (reversal of allowance) for loss on
inventory market price decline
Share of profit or loss of subsidiaries, associates
and joint ventures accounted for under the
equity method
Depreciation
Net loss (gain) on disposal of property, plant and
equipment
Amortisation
Dividend income
Interest income
Interest expense
Changes in operating assets and liabilities
Changes in operating assets
Notes receivable
Accounts receivable
Other receivables
Other receivables - related parties
Inventories
Prepayments
Other current assets
Changes in operating liabilities
Contract liabilities - current
Notes payable
Notes payable - related parties
Accounts payable
Other payables
Recepits in advance
Net defined benefit liability - non-current
Cash inflow generated from operations
Dividends received
Interest received
Interest paid
Income tax paid
Net cash flows from operating activities Forthe years endedDecember31,
2018
2017
$
447,961 $
432,658
1,147
-
-
12,000
5,555
-
- (
7,016 )
8,650 (
6,616 )
51,071 (
71,905 )
122,027
124,660
686 (
50 )
5,871
4,670
(
9,120 ) (
14,377 )
(
15,057 ) (
7,015 )
6,960
5,314
20,084
13,628
(
57,278 )
69,834
(
12,587 )
3,028
(
7 )
530
1,868 (
65,300 )
(
8,257 )
9,157
(
648 ) (
2,052 )
(
415 )
-
9,114 (
29,066 )
859 (
3,317 )
4,353 (
16,660 )
(
4,553 )
28,902
(
119 ) (
7,713 )
(
21,837 ) (
11,737 )
556,328
461,557
58,728
63,985
13,340
7,015
(
6,855 ) (
5,183 )
(
88,993 ) (
27,225 )
532,548
500,149

(Continued)

~25~

STANDARD CHEM. & PHARM. CO., LTD. PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

CASH FLOWS FROM INVESTING ACTIVITIES
(Increase) decrease in other receivables - related
parties
Decrease in other financial assets - current
Proceeds from capital reduction of financial assets at
fair value through profit and loss - non-current
Acquisition of financial assets at fair value through
other comprehensive income - non-current
Acquisition of investments accounted for under the
equity method
Proceeds from disposal of investments accounted for
under the equity method
Cash paid for acquisition of property, plant and
equipment
Interest paid for acquisition of property, plant and
equipment
Proceeds from disposal of property, plant and
equipment
Acquisition of intangible assets
Increase in prepayments for equipment
Decrease (increase) in guarantee deposits paid
Increase in other non-current assets
Decrease in other non-current assets
Net cash flows used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term borrowings
Decrease in short-term borrowings
Increase in short-term notes and bills payable
Increase in long-term borrowings
(Decrease) increase in guarantee deposit received
Payment of cash dividends from capital surplus
Reclassification of cash dividends payable expired
Payment of cash dividends
Net cash flows used in financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year Forthe years endedDecember31,
2018
2017
($
2,880 ) $
7,470
28,800
4,980
3,500
-
(
6,340 )
-
(
1,751 ) (
4,500 )
-
1,257
(
36,239 ) (
24,231 )
(
85 ) (
365 )
99
50
(
1,138 ) (
5,803 )
(
26,591 ) (
59,765 )
8,433 (
16,470 )
(
6,591 ) (
24,087 )
12,361
10,474
(
28,422 ) (
110,990 )
-
100,000
(
50,000 )
-
50,000
-
-
70,000
(
1,514 )
85
- (
89,348 )
49
-
(
285,914 ) (
178,696 )
(
287,379 ) (
97,959 )
216,747
291,200
729,506
438,306
$
946,253 $
729,506

~ 26 ~

REPORT OF INDEPENDENT ACCOUNTANTS TRANSLATED FROM CHINESE

To the Board of Directors and Shareholders of STANDARD CHEM. & PHARM. CO., LTD.

Opinion

We have audited the accompanying consolidated balance sheets of STANDARD CHEM. & PHARM. CO., LTD. and its subsidiaries (collectively referred herein as the “Group”) as of December 31, 2018 and 2017, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the reports of other independent accountants, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2018 and 2017, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.

Basis for opinion

We conducted our audits in accordance with the “Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants” and generally accepted auditing standards in the Republic of China (ROC GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Code of Professional Ethics for Certified Public Accountants in the Republic of China (the “Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

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

Key audit matters of the consolidated financial statements of the current period are as follows:

~27~

Valuation of inventories

Description

Refer to Note 4(10) for accounting policies on the valuation of inventories, Note 5(2) for the uncertainty of significant accounting estimations and assumptions relating to valuation of inventories, and Note 6(5) for the details of allowance for inventory valuation loss. As of December 31, 2018, the carrying amount of inventories and allowance for inventory valuation loss are $829,214 thousand and $36,086 thousand, respectively.

The Group is primarily engaged in the manufacture and sales of human medicine and dietary supplement. Due to the influence of market demand and short expiration date of medicines, there is a risk in market price decline and obsolescence of inventories. The Group measures inventories at the lower of cost and net realisable value. The net realisable values of obsolete inventories are determined based on the historical information on the selling price.

How our audit addressed the matter

We performed the following key audit procedures on the above key audit matter:

Assessed the reasonableness of policies on allowance for inventory valuation loss.
Assessed the effectiveness of the management’s inventory control, based on our understanding of the operation of the warehouse management, inspected the annual inventory taking plan and performed our observation.
Tested whether the basis of inventory aging used in calculating the net realisable value of inventory is consistent with the Group’s policy.
Validated the net realisable value of inventories and the adequacy of allowance for inventory valuation loss.

~28~

Existence of domestic sales revenue from human medicines and dietary supplements

Description

The Group is primarily engaged in the manufacturing and sales of human medicines and dietary supplements. The Group’s sales is mainly domestic-based and its customers are numerous, including hospitals, clinics, pharmacies, food and drug administrations all over the country. Since the sales transactions are numerous and would require a longer period for verification, we consider the existence of domestic sales revenue from human medicines and dietary supplements a key audit matter.

How our audit addressed the matter

We performed the following key audit procedures for the above matter:

Assessed the consistency and effectiveness of internal control relevant to sales recognition.
Assessed basic information of the major customers, including the details of chairman and major shareholders, registered address, principal place of business, capital and main business activities, etc.
Selected samples of sales transactions and checked against related supporting documentation, including unit prices, quantities, reasonableness of sales allowance recognition, waybill and subsequent cash collection.

Other matter –Reference to the audits of other independent accountants

We did not audit the financial statements of certain investments accounted for under the equity method. These investments amounted to $140,967 thousand and $143,705 thousand, constituting 2.19% and 2.25% of consolidated total assets as of December 31, 2018 and 2017, respectively, and the share of loss and other comprehensive income of associates accounted for under the equity method was ($2,557) thousand and ($5,756) thousand, constituting (0.73%) and (2.00%) of consolidated total comprehensive income for the years then ended, respectively. The financial statements of these investee companies were audited by other independent accountants whose reports thereon have been furnished to us and our opinion expressed herein, insofar as it relates to the amounts included in the consolidated financial statements and information disclosed relative to these investments, is based solely on the reports of other independent accountants.

Other matter – Parent company only financial reports

We have audited and expressed an unmodified opinion on the parent company only financial statements

~29~

of STANDARD CHEM. & PHARM. CO., LTD. as of and for the years ended December 31, 2018 and 2017.

Responsibilities of management and those charged with governance for the consolidated financial statements

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

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

Those charged with governance, including supervisors, are responsible for overseeing the Group’s financial reporting process.

Auditor’s responsibilities for the audit of the consolidated financial statements

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

As part of an audit in accordance with ROC GAAS, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

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

~30~

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

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

~31~

Tien, Chung-Yu

Independent Accountants

Lin, Tzu-Shu

PricewaterhouseCoopers, Taiwan

Republic of China

March 19, 2019

------------------------------------------------------------------------------------------------------------------------------------------------The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

~32~

STANDARD CHEM. & PHARM CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Assets	December 31, 2018 AMOUNT % `$` `1,254,061` `19` `145,404` `2` `-` `-` `235,357` `4` `677,802` `11` `18,098` `-` `5,352` `-` `793,128` `12` `115,959` `2` `51,080` `1` `2,743` `-` `3,298,984` `51` `14,078` `-` `415,967` `7` `-` `-` `-` `-` `156,345` `3` `2,134,253` `33` `111,326` `2` `136,627` `2` `72,919` `1` `25,205` `-` `48,940` `1` `24,469` `-` `3,140,129` `49` `$` `6,439,113` `100`	December 31, 2017	December 31, 2017
	AMOUNT `$` `1,254,061` `145,404` `-` `235,357` `677,802` `18,098` `5,352` `793,128` `115,959` `51,080` `2,743` `3,298,984` `14,078` `415,967` `-` `-` `156,345` `2,134,253` `111,326` `136,627` `72,919` `25,205` `48,940` `24,469` `3,140,129` `$` `6,439,113`	AMOUNT `$` `1,192,512` `142,331` `5,801` `295,127` `572,687` `68,899` `-` `727,894` `91,068` `64,520` `2,052` `3,162,891` `-` `-` `341,888` `149,192` `159,091` `2,156,720` `119,186` `93,961` `78,092` `33,407` `51,177` `28,612` `3,211,326` `$` `6,374,217`	%
Current assets 1100 Cash and cash equivalents 1110 Financial assets at fair value through profit or loss - current 1125 Available-for-sale financial assets - current 1150 Notes receivable, net 1170 Accounts receivable, net 1200 Other receivables 1220 Current income tax assets 130X Inventory 1410 Prepayments 1476 Other current financial assets - current 1479 Other current assets 11XX Total current assets Non-current assets 1510 Financial assets at fair value through profit or loss - non-current 1517 Financial assets at fair value through other comprehensive income - non-current 1523 Available-for-sale financial assets - non-current 1543 Financial assets carried at cost - non-current 1550 Investments accounted for under equity method 1600 Property, plant and equipment 1780 Intangible assets 1840 Deferred income tax assets 1915 Prepayments for equipment 1920 Guarantee deposits paid 1985 Long-term prepaid rent 1990 Other non-current assets 15XX Total non-current assets 1XXX TOTAL ASSETS			`19` `2` `-` `5` `9` `1` `-` `11` `2` `1` `-`
			`50`
			`-` `-` `5` `2` `3` `34` `2` `1` `1` `1` `1` `-`
			`50`
			`100`

(Continued)

~33~

STANDARD CHEM. & PHARM CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Liabilities and Equity	December 31, 2018 AMOUNT % `$` `485,000` `7` `250,000` `4` `61,798` `1` `270,850` `4` `114,816` `2` `361,240` `6` `81,426` `1` `2,371` `-` `60,029` `1` `1,687,530` `26` `152,283` `3` `67,981` `1` `271,670` `4` `13,337` `-` `505,271` `8` `2,192,801` `34` `1,786,961` `28` `197,315` `3` `584,929` `9` `1,022,410` `16` `89,610` `1` `3,681,225` `57` `565,087` `9` `4,246,312` `66` `$` `6,439,113` `100`	December 31, 2017	December 31, 2017
	AMOUNT `$` `485,000` `250,000` `61,798` `270,850` `114,816` `361,240` `81,426` `2,371` `60,029` `1,687,530` `152,283` `67,981` `271,670` `13,337` `505,271` `2,192,801` `1,786,961` `197,315` `584,929` `1,022,410` `89,610` `3,681,225` `565,087` `4,246,312` `$` `6,439,113`	AMOUNT `$` `520,000` `200,000` `-` `211,985` `121,263` `370,717` `95,879` `96,514` `29,983` `1,646,341` `187,312` `62,016` `270,987` `5,376` `525,691` `2,172,032` `1,786,961` `197,212` `548,600` `982,791` `156,859` `3,672,423` `529,762` `4,202,185` `$` `6,374,217`	%
Current liabilities 2100 Short-term borrowings 2110 Short-term notes and bills payable 2130 Contract liabilities - current 2150 Notes payable 2170 Accounts payable 2200 Other payables 2230 Current income tax liabilities 2310 Receipts in advance 2320 Current portion of long-term borrowings 21XX Total current liabilities Non-current liabilities 2540 Long-term borrowings 2570 Deferred income tax liabilities 2640 Net defined benefit liability - non-current 2645 Guarantee deposits received 25XX Total non-current liabilities 2XXX Total liabilities Equity attributable to owners of parent Share capital 3110 Common stock 3200 Capital surplus Retained earnings 3310 Legal reserve 3350 Unappropriated retained earnings 3400 Other equity interest 31XX Equity attributable to owners of the parent 36XX Non-controlling interest 3XXX Total equity Significant contingent liabilities and unrecognised contract commitments 3X2X TOTAL LIABILITIES AND EQUITY			`8` `3` `-` `3` `2` `6` `2` `2` `-`
			`26`
			`3` `1` `4` `-`
			`8`
			`34`
			`28` `3` `9` `15` `3`
			`58`
			`8`
			`66`
			`100`

~34~

STANDARD CHEM. & PHARM CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, EXCEPT EARNINGS PER SHARE DATA)

Items Forthe years endedDecember31,
2018
2017
AMOUNT
%
AMOUNT
%
$
3,573,093
100
$
3,848,684
100
(
2,028,483) (
57) (
2,099,686) (
55)
1,544,610
43
1,748,998
45
(
625,483 ) (
18) (
643,215) (
17)
(
295,427 ) (
8) (
324,675) (
8)
(
224,918 ) (
6) (
239,633) (
6)
(
10,524)
-
-
-
(
1,156,352) (
32) (
1,207,523) (
31)
388,258
11
541,475
14
114,289
3
91,095
2
27,317
1 (
69,329) (
2)
(
9,006 ) (
1) (
6,529)
-

(
3,392)
- (
6,500)
-
129,208
3
8,737
-
517,466
14
550,212
14
(
89,530) (
2) (
116,873) (
3)
$
427,936
12
$
433,339
11

Items	Forthe years endedDecember31, 2018 2017 AMOUNT % AMOUNT % `$` `3,573,093` `100` `$` `3,848,684` `100` `(` `2,028,483) (` `57) (` `2,099,686) (` `55)` `1,544,610` `43` `1,748,998` `45` `(` `625,483 ) (` `18) (` `643,215) (` `17)` `(` `295,427 ) (` `8) (` `324,675) (` `8)` `(` `224,918 ) (` `6) (` `239,633) (` `6)` `(` `10,524)` `-` `-` `-` `(` `1,156,352) (` `32) (` `1,207,523) (` `31)` `388,258` `11` `541,475` `14` `114,289` `3` `91,095` `2` `27,317` `1 (` `69,329) (` `2)` `(` `9,006 ) (` `1) (` `6,529)` `-` `(` `3,392)` `- (` `6,500)` `-` `129,208` `3` `8,737` `-` `517,466` `14` `550,212` `14` `(` `89,530) (` `2) (` `116,873) (` `3)` `$` `427,936` `12` `$` `433,339` `11`
4000 Operating revenue 5000 Operating costs 5900 Gross profit Operating expenses 6100 Selling expenses 6200 General and administrative expenses 6300 Research and development expenses 6450 Expected credit losses 6000 Total operating expenses 6900 Operating profit Non-operating income and expenses 7010 Other income 7020 Other gains and losses 7050 Finance costs 7060 Share of loss of associates and joint ventures accounted for under equity method 7000 Total non-operating income and expenses 7900 Profit before income tax 7950 Income tax expense 8200 Profit for the year

(Continued)

~35~

STANDARD CHEM. & PHARM CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, EXCEPT EARNINGS PER SHARE DATA)

Items Forthe years endedDecember31,
2018
2017
AMOUNT
%
AMOUNT
%
($
22,804 ) (
1) ($
16,334)
-
(
54,523 ) (
1)
-
-

(
181 )
-
235
-
2,636
-
2,777
-
(
1,044 )
- (
6,878)
-
-
- (
123,019) (
4)

337
- (
1,706)
-
($
75,579 ) (
2) ($
144,925) (
4)
$
352,357
10
$
288,414
7
$
374,359
10
$
363,286
9
53,577
2
70,053
2
$
427,936
12
$
433,339
11
$
298,244
8
$
221,318
5
54,113
2
67,096
2
$
352,357
10
$
288,414
7
$
2.09
$
2.03
$
2.09
$
2.03

Other comprehensive (loss)
income
Components of other
comprehensive income that
will not be reclassified to
profit or loss
8311
Remeasurement of defined
benefit plans
8316
Unrealised losses from
investments in equity
instruments measured at fair
value through other
comprehensive income
8320
Share of other comprehensive
(loss) income of associates
and joint ventures accounted
for using equity method
8349
Income tax related to
components of other
comprehensive income
Components of other
comprehensive income that
will be reclassified to profit or
loss
8361
Financial statements
translation differences of
foreign operations
8362
Unrealised loss on valuation
of available-for-sale financial
assets
8370
Share of other comprehensive
income (loss) of associates
and joint ventures accounted
for under equity method
8300
Total other comprehensive
loss for the year
8500
Total comprehensive income
for the year
Profit attributable to:
8610
Owners of the parent
8620
Non-controlling interest
Total comprehensive income
attributable to:
8710
Owners of the parent
8720
Non-controlling interest
Earnings per share
9750
Basic
9850
Diluted

Items	Forthe years endedDecember31, 2018 2017 AMOUNT % AMOUNT % `($` `22,804 ) (` `1) ($` `16,334)` `-` `(` `54,523 ) (` `1)` `-` `-` `(` `181 )` `-` `235` `-` `2,636` `-` `2,777` `-` `(` `1,044 )` `- (` `6,878)` `-` `-` `- (` `123,019) (` `4)` `337` `- (` `1,706)` `-` `($` `75,579 ) (` `2) ($` `144,925) (` `4)` `$` `352,357` `10` `$` `288,414` `7` `$` `374,359` `10` `$` `363,286` `9` `53,577` `2` `70,053` `2` `$` `427,936` `12` `$` `433,339` `11` `$` `298,244` `8` `$` `221,318` `5` `54,113` `2` `67,096` `2` `$` `352,357` `10` `$` `288,414` `7` `$` `2.09` `$` `2.03` `$` `2.09` `$` `2.03`
Other comprehensive (loss) income Components of other comprehensive income that will not be reclassified to profit or loss 8311 Remeasurement of defined benefit plans 8316 Unrealised losses from investments in equity instruments measured at fair value through other comprehensive income 8320 Share of other comprehensive (loss) income of associates and joint ventures accounted for using equity method 8349 Income tax related to components of other comprehensive income Components of other comprehensive income that will be reclassified to profit or loss 8361 Financial statements translation differences of foreign operations 8362 Unrealised loss on valuation of available-for-sale financial assets 8370 Share of other comprehensive income (loss) of associates and joint ventures accounted for under equity method 8300 Total other comprehensive loss for the year 8500 Total comprehensive income for the year Profit attributable to: 8610 Owners of the parent 8620 Non-controlling interest Total comprehensive income attributable to: 8710 Owners of the parent 8720 Non-controlling interest Earnings per share 9750 Basic 9850 Diluted

~36~

STANDARD CHEM. & PHARM CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Common stock				Equity attr	ibutable to owners o	fthe parent					Non-controlling interest	Total equity
	Additional paid-in capital	Capital	Surplus		Retained Legal reserve	Earnings	Financial statements translation differences of foreign operations	Other EquityIntere	st	Total
		Difference between proceeds from acquisition or disposal of subsidiaries and book value	Change in net equity of associates and joint ventures accounted for using equity method	Others		Unappropriated retained earnings		Unrealised gains or losses from financial assets measured at fair value through other comprehensive income	Unrealised gain or loss on available-for-sale financial assets
`$ 1,786,961` `-` `-` `-` `-` `-` `-` `-` `-` `$ 1,786,961` `$ 1,786,961` `-` `1,786,961` `-` `-` `-` `-` `-` `-` `-` `-` `$ 1,786,961`	`$` `232,701` `-` `-` `-` `(` `89,348)` `-` `-` `-` `-` `$` `143,353` `$` `143,353` `-` `143,353` `-` `-` `-` `-` `-` `-` `-` `-` `$` `143,353`	`$` `50,602` `-` `-` `-` `-` `(` `203)` `-` `-` `-` `$` `50,399` `$` `50,399` `-` `50,399` `-` `-` `-` `54` `-` `-` `-` `-` `$` `50,453`	`$` `3,460` `-` `-` `-` `-` `-` `-` `-` `-` `$` `3,460` `$` `3,460` `-` `3,460` `-` `-` `-` `-` `-` `-` `-` `-` `$` `3,460`	`$` `-` `-` `-` `-` `-` `-` `-` `-` `-` `$` `-` `$` `-` `-` `-` `-` `-` `-` `-` `49` `-` `-` `-` `$` `49`	`$` `514,579` `-` `-` `-` `-` `-` `34,021` `-` `-` `$` `548,600` `$` `548,600` `-` `548,600` `-` `-` `-` `-` `-` `36,329` `-` `-` `$` `584,929`	`$` `844,876` `363,286` `(` `12,654)` `350,632` `-` `-` `(` `34,021)` `(` `178,696)` `-` `$` `982,791` `$` `982,791` `7,826` `990,617` `374,359` `(` `20,323)` `354,036` `-` `-` `(` `36,329)` `(` `285,914)` `-` `$ 1,022,410`	`($` `562)` `-` `(` `8,584)` `(` `8,584)` `-` `-` `-` `-` `-` `($` `9,146)` `($` `9,146)` `-` `(` `9,146)` `-` `(` `707)` `(` `707)` `-` `-` `-` `-` `-` `($` `9,853)`	`$` `-` `-` `-` `-` `-` `-` `-` `-` `-` `$` `-` `$` `-` `154,548` `154,548` `-` `(` `55,085)` `(` `55,085)` `-` `-` `-` `-` `-` `$` `99,463`	`$` `286,735` `-` `(` `120,730)` `(` `120,730)` `-` `-` `-` `-` `-` `$` `166,005` `$` `166,005` `(` `166,005)` `-` `-` `-` `-` `-` `-` `-` `-` `-` `$` `-`	`$ 3,719,352` `363,286` `(` `141,968)` `221,318` `(` `89,348)` `(` `203)` `-` `(` `178,696)` `-` `$ 3,672,423` `$ 3,672,423` `(` `3,631)` `3,668,792` `374,359` `(` `76,115)` `298,244` `54` `49` `-` `(` `285,914)` `-` `$ 3,681,225`	`$` `477,312` `70,053` `(` `2,957)` `67,096` `-` `-` `-` `-` `(` `14,646)` `$` `529,762` `$` `529,762` `(` `1,864)` `527,898` `53,577` `536` `54,113` `-` `-` `-` `-` `(` `16,924)` `$` `565,087`	`$ 4,196,664` `433,339` `(` `144,925)` `288,414` `(` `89,348)` `(` `203)` `-` `(` `178,696)` `(` `14,646)` `$ 4,202,185` `$ 4,202,185` `(` `5,495)` `4,196,690` `427,936` `(` `75,579)` `352,357` `54` `49` `-` `(` `285,914)` `(` `16,924)` `$ 4,246,312`

~37~

STANDARD CHEM. & PHARM CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLAR)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax
Adjustments
Adjustments to reconcile profit (loss)
Net loss (gain) on financial asstes at fair value through
profit or loss
Impairment loss on financial assets
Expected credit loss
Reversal of allowance for doubtful accounts
(Reversal of allowance) provision for loss on inventory
market price decline
Share of loss of associates and joint ventures accounted
for under the equity method
Depreciation
Net loss (gain) on disposal of property, plant and
equipment
Property, plant and equipment transferred to expenses
Amortisation
Reversal of impairment loss on non-financial assets
Amortisation of long-term prepaid rent
Dividend income
Interest income
Interest expense
Changes in operating assets and liabilities
Changes in operating assets
Financial assets at fair value through profit or loss -
current
Notes receivable
Accounts receivable
Other receivables
Inventories
Prepayments
Other current assets
Other non-current assets
Changes in operating liabilities
Contract liabilities - current
Notes payable
Accounts payable
Other payables
Receipts in advance
Net defined benefit liability - non-current
Cash inflow generated from operations
Dividends received
Interest received
Interest paid
Income tax paid
Net cash flows from operating activities For theyears ended December 31,
2018
2017
$
517,466 $
550,212
2,854 (
369 )
-
24,180
10,524
-
- (
8,881 )
(
64,952 )
50,467
3,392
6,500
187,911
184,016
1,212 (
456 )
107
-
10,022
9,121
- (
1,462 )
1,187
1,172
(
10,513 ) (
16,693 )
(
14,339 ) (
6,017 )
9,006
6,529
880
73,892
60,968
24,809
(
116,837 )
81,172
52,518 (
58,444 )
(
6,959 ) (
50,495 )
(
24,891 ) (
10,033 )
(
691 ) (
2,052 )
(
2,081 ) (
1,096 )
(
34,699 )
-
80,161 (
28,424 )
(
6,447 ) (
76,681 )
(
24,320 )
12,331
2,354
4,862
(
19,666 ) (
10,030 )
614,167
758,130
10,513
16,693
12,622
6,017
(
8,967 ) (
6,255 )
(
143,400 ) (
65,847 )
484,935
708,738

(Continued)

~38~

STANDARD CHEM. & PHARM CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLAR)

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of available-for-sale financial assets - current
Decrease (increase) in other financial assets - current
Proceeds from capital reduction of financial assets at fair
value through profit and loss - non-current
Acquisition of financial assets at fair value through other
comprehensive income - non-current
Proceeds from capital reduction of financial assets carried
at cost - non-current
Acquisition of investments accounted for under the equity
method
Cash paid for acquisition of property, plant and equipment
Interest paid for acquisition of property, plant and
equipment
Proceeds from disposal of property, plant and equipment
Acquisition of intangible assets
Increase in prepayments for equipment
Decrease (increase) in guarantee deposits paid
Increase in other non-current assets
Decrease in other non-current assets
Net cash flows used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term borrowings
Decrease in short-term borrowings
Increase in short-term notes and bills payable
Increase in long-term borrowings
Redemption of long-term borrowings
Increase in guarantee deposit received
Payment of cash dividends from capital surplus
Reclassification of cash dividends payable expired
Payment of cash dividends
Decrease in non-controlling interests
Net cash flows (used in) from financing
activities
Effects due to changes in exchange rate
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year For theyears ended December 31,
2018
2017
$
-
( $
1,999 )
13,440
(
20 )
8,111
-
(
8,100 )
-
-
700
(
490 )
(
4,500 )
(
112,130 )
(
222,704 )
(
85 )
(
797 )
2,528
680
(
1,916 )
(
7,852 )
(
55,312 )
(
155,086 )
8,202
(
18,214 )
(
6,137 )
(
22,595 )
12,361
10,474
(
139,528 )
(
421,913 )
166,000
160,000
(
201,000 )
(
10,486 )
50,000
-
-
170,000
(
4,983 )
(
4,893 )
7,961
90
-
(
89,348 )
49
-
(
285,914 )
(
178,696 )
(
16,924 )
(
14,646 )
(
284,811 )
32,021
953
(
3,154 )
61,549
315,692
1,192,512
876,820
$
1,254,061
$
1,192,512

~39~

Attachment 3:

Standard Chem. and Pharm. Co., Ltd. Comparison Table of Articles of Incorporation

Comparison Table of	Articles of Incorporation
Amended Clause	Current Clause	Explanation
Article 1 The Corporation shall be incorporated, as a company limited by shares, under the Company Law of the Republic of China, and its name shall be`生達化學` `製藥股份有限公司`in the Chinese language,and STANDARD CHEM. & PHARM.CO.,LTD. in the English language.	Article 1 The Corporation shall be incorporated, as a company limited by shares, under the Company Law of the Republic of China, and its name shall be`生達化學` `製藥股份有限公司`in the Chinese language	Amended with the decree
Article 6 The share certificates of the Company shall be in registered form, and before they are issued,shall be numbered and signed by or affixed with the seals of Director represented the company, and be certified by a bank that is legally issued as a stock issuer. The Corporation may issue shares with combined printing or without printing share certificate(s); the shares shall be registered or stored by centralized securities depository enterprises.	Article 6 The share certificates of the Company shall be in registered form, and before they are issued,shall be numbered and signed by or affixed with the seals of no less than three Directors of the Company, and be certified by competent authority or its approved issuing registration authority. The Corporation may issue shares with combined printing or without printing share certificate(s); the shares shall be registered or stored by centralized securities depository enterprises.	Amended with the decree
Article 18 Board of Directors is formed by Directors. The Directors shall elect from among themselves a Chairman of the Board of Directors by a majority in a meeting attended by over two-thirds of the Directors. The Chairman of the Board of Directors shall have the authority to represent the Corporation. In addition to the provisions of the Act,Meetings of the Board of Directors shall be convened by the Chairman.The meetings of the Board of Directors may be convened, at any time,with or without written notice mailed in case of urgent circumstances.	Article 18 Board of Directors is formed by Directors. The Directors shall elect from among themselves a Chairman of the Board of Directors by a majority in a meeting attended by over two-thirds of the Directors. The Chairman of the Board of Directors shall have the authority to represent the Corporation. Meetings of the Board of Directors shall be convened in accordance to Articles of Incorporation, upon written notice mailed to all the Directors and Supervisors.The meetings of the Board of Directors may be convened, at any time, with or without such prescribed notice in case of urgent circumstances.	Amended with the decree
Article 22-1 The company shall be responsible for the liability insurance for the directors’ and supervisors’ business		Added with the decree

~40~

Amended Clause	Current Clause	Explanation
scope during their term. The insurance matter shall be resolved by authorized Board of Directors.
Article 25 After the close of each fiscal year, the following reports shall be prepared by the Board of Directors, and submitted in legal procedure to the regular shareholders’ meeting for acceptance: 1. Business Report; 2. Financial Statements; 3. Proposal Concerning Appropriation of Earnings or Covering of Losses.	Article 25 After the close of each fiscal year, the following reports shall be prepared by the Board of Directors, checked by supervisors 30 days before shareholders’ meeting,and submitted to the regular shareholders’ meeting for acceptance: 1. Business Report; 2. Financial Statements; 3. Proposal Concerning Appropriation of Earnings or Covering of Losses.	Amended with the decree
Article 26 Based on annual profitability (income before tax), the corporation shall first offset its losses in previous years when allocating the earning for each fiscal year. If there is still a balance, the Corporation’s earning is allocated as following: 1. The Corporation shall set aside 1% to 10% of its earning as profit sharing bonuses to its employees 2. The Corporation shall set aside no more than 3% of its earning as profit sharing bonuses to its directors and supervisors Earnings of this Corporation may be distributed by way of cash dividend or stock dividend for its employees, including control or subordinate company employees who meet certain conditions; the earning can only be distributed by cash for its directors and supervisors The distribution of Employees, Directors, and Supervisors’ profit sharing bonuses is reported from Remuneration committee to Board of Directors and resolved by a majority vote at a Board of Directors meeting attended by two-thirds of the total number of directors. The result of the resolution shall be reported to the shareholders’ meeting.	Article 26 Based on annual profitability (income before tax), the corporation shall first offset its losses in previous years when allocating the earning for each fiscal year. If there is still a balance, the Corporation’s earning is allocated as following: 1. The Corporation shall set aside 1% to 10% of its earning as profit sharing bonuses to its employees 2. The Corporation shall set aside no more than 3% of its earning as profit sharing bonuses to its directors and supervisors Earnings of this Corporation may be distributed by way of cash dividend or stock dividend for its employees, including subordinate company employees who meet certain conditions; the earning can only be distributed by cash for its directors and supervisors The distribution of Employees, Directors, and Supervisors’ profit sharing bonuses is reported from Remuneration committee to Board of Directors and resolved by a majority vote at a Board of Directors meeting attended by two-thirds of the total number of directors. The result of the resolution shall be reported to the shareholders’ meeting.	Amended with the decree
Article 26-1 Due to changeable industrial environment, the	Article 26-1 Due to changeable industrial environment, the	Amended with the decree

~41~

Amended Clause	Current Clause	Explanation
corporation is at the steady growth stage of its business. In order to fulfill the Corporation’s future investment, long-tern financial plan, and shareholders’ need in cash flow, if the corporation’s surplus of annual final account is positive, the profits shall be distributed as following: 1. Paying of taxes 2. Covering of losses 3. Setting aside a legal capital reserve at 10% of the earnings left over,until the accumulated legal capital reserve has equaled the total capital of the Corporation. 4. Setting aside special capital reserve in accordance with relevant laws or regulations. 5. After allocating the previous distribution, the rest of the annual surplus with cumulative undistributed surplus from the previous year shall be set aside at least 10% as shareholder bonus. The percentage of cash dividend shall not lower than 20% of total dividends; however, if the share price is less than 0.5 New Taiwan Dollars each, the shareholder bonus could be distributed in stock dividend by the resolutions of the shareholders’ meeting. When the shareholders bonus is distributed in stock dividend, it shall be allocated according to the resolutions of the shareholders’ meeting. The company authorized the Board of Directors to process resolution resolved by a majority vote at the meeting attended by two-thirds of the total number of directors: all or part of distributed dividends and bonus, and capital reserve/legal surplus reserve shall be distributed by cash. The result shall be reported to the shareholders’ meeting.	corporation is at the steady growth stage of its business. In order to fulfill the Corporation’s future investment, long-tern financial plan, and shareholders’ need in cash flow, if the corporation’s surplus of annual final account is positive, the profits shall be distributed as following: 1. Paying of taxes 2. Covering of losses 3. Setting aside a legal capital reserve at 10% of the earnings left over. 4. Setting aside special capital reserve in accordance with relevant laws or regulations 5. After allocating the previous distribution, the rest of the annual surplus with cumulative undistributed surplus from the previous year shall be set aside at least 10% as shareholder bonus. The percentage of cash dividend shall not lower than 20% of total dividends; however, if the share price is less than 0.5 New Taiwan Dollars each, the shareholder bonus could be distributed in stock dividend by the resolutions of the shareholders’ meeting.
Article 30 These Articles of Incorporation are agreed and signed on June 8th, 1967	Article 30 These Articles of Incorporation are agreed and signed on June 8th, 1967	Added amendment date

~42~

Current Clause Explanation

Amended Clause

The first Amendment on April 25[th] , 1968 The second Amendment on March 30[th] , 1970 The third Amendment on March 23[rd] , 1972 The fourth Amendment on November 30[th] , 1980 The fifth Amendment on August 20[th] , 1982 The sixth Amendment on October 21[st] , 1983 The seventh Amendment on September 25[th] , 1985 The eighth Amendment on November 23[rd] , 1987 The ninth Amendment on June 1[st] , 1988 The tenth Amendment on September 20[th] , 1989 The eleventh Amendment on October 5[th] , 1990 The twelfth Amendment on October 19[th] , 1991 The thirteenth Amendment on October 9[th] , 1992 The fourteenth Amendment on March 5[th] , 1993 The fifteenth Amendment on June 19[th] , 1993 The sixteenth Amendment on June 6[th] , 1994 The seventeenth Amendment on April 4[th] , 1995 The eighteenth Amendment on May 28[th] , 1996 The nineteenth Amendment on May 22[nd] , 1998 The twentieth Amendment on May 26[th] , 2000 The twenty-first Amendment on May 26[th] , 2000 The twenty-second Amendment on May 23[rd] , 2001 The twenty-third Amendment on May 29[th] , 2002 The twenty-fourth Amendment on May 30[th] , 2006 The twenty-fifth Amendment on June 18[th] , 2008 The twenty-sixth Amendment on June 9[th] , 2009 The twenty-seventh Amendment on June 9[th] , 2010 The twenty-eighth Amendment on June 15[th] , 2011 The twenty-ninth Amendment on June 6[th] , 2012 The thirtieth Amendment on June 18[th] , 2013 The thirty-first Amendment on June 17[th] , 2014 The thirty-second Amendment on June 17[th] , 2016 The thirty-third Amendment on June 19[th] , 2019

~43~

Attachment 4:

Standard Chem. and Pharm. Co., Ltd.

Comparison Table of Regulations Governing the Acquisition and Disposal of

Assets

	Assets
Amended Clause	Current Clause	Explanation
Article 2: Scope of Assets (1) Investments in stocks, government bonds, corporate bonds, financial bonds, securities representing interest in a fund, depositary receipts, call (put) warrants, beneficial interest securities, and asset-backed securities. (2) Real property (including land, houses and buildings, and investment property) and equipment. (3) Memberships. (4) Intangible assets: patents, copyrights, trademarks, franchise rights, and other intangible assets. (5) Right-of-use assets (6) Claims of financial institutions (including accounts receivables, loans and bills purchased and discounted, overdue receivables) (7) Derivatives. (8) Assets acquired or disposed of in connection with mergers, demergers, acquisitions, or transfer of shares in accordance with law. (9)Other major assets.	Article 2: Scope of Assets (1) Investments in stocks, government bonds, corporate bonds, financial bonds, securities representing interest in a fund, depositary receipts, call (put) warrants, beneficial interest securities, and asset-backed securities. (2) Real property (including land, houses and buildings, and investment property) and equipment. (3) Memberships. (4) Intangible assets: patents, copyrights, trademarks, franchise rights, and other intangible assets. (5) Claims of financial institutions (including accounts receivables, loans and bills purchased and discounted, overdue receivables) (6) Derivatives. (7) Assets acquired or disposed of in connection with mergers, demergers, acquisitions, or transfer of shares in accordance with law. (8) Other major assets.	`1.`Amended with the decree `2.`Move paragraphs 5~8 to paragraph 6 and paragraph 9
Article 3: The limitation of acquisition of real estate,right-of-use assets, and securities The limitation of acquisition is set as follows: (1) The total amount of acquisition of all real estate andright-of-use assetsby the Company and its Subsidiaries should not exceed 50% of the Company's shareholders’ equity. (2) The total amount of long-term and short-term security investments by the Company should not exceed the Company's shareholders’ equity. The total amount of long-term and short-term security investments by each Subsidiary of the Company should not exceed the Company's shareholders’ equity. (3) The amount of investment by the Company in each respective security should not exceed 50% of the Company's shareholders’ equity. The amount of investment by each Subsidiary of the Company in each respective security should not exceed 50% of the Company's shareholders’ equity.	Article 3: The limitation of acquisition of real estate and securities The limitation of acquisition is set as follows: (1) The total amount of acquisition of all real estate by the Company and its Subsidiaries should not exceed 50% of the Company's shareholders’ equity. (2) The total amount of long-term and short-term security investments by the Company should not exceed the Company's shareholders’ equity. The total amount of long-term and short-term security investments by each Subsidiary of the Company should not exceed the Company's shareholders’ equity. (3) The amount of investment by the Company in each respective security should not exceed 50% of the Company's shareholders’ equity. The amount of investment by each Subsidiary of the Company in each respective security should not exceed 50% of the Company's shareholders’ equity.	Amended with the decree
Article 4 Any Professional Appraiser and its appraisal personnel, certified public accountants, lawyers,or securities underwriters whom the	Article 4 Any Professional Appraiser and its appraisal personnel, certified public accountants, lawyers,or securities underwriters whom the	Amended with the decree

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Amended Clause	Current Clause	Explanation
Company has acquired appraisal reports and opinions from,shall meet the following rules: 1. May not have previously received a final and unappealable sentence to imprisonment for 1 year or longer for a violation of the Securities Exchange Act, the Company Act, the Banking Act of The Republic of China, the Insurance Act, the Financial Holding Company Act, or the Business Entity Accounting Act, or for fraud, breach of trust, embezzlement, forgery of documents, or occupational crime. However, this provision does not apply if 3 years have already passed since completion of service of the sentence, since expiration of the period of a suspended sentence, or since a pardon was received. 2. May not be a related party or de facto related party of any party to the transaction. 3. If the company is required to obtain appraisal reports from two or more professional appraisers, the different professional appraisers or appraisal officers may not be related parties or de facto related parties of each other.	Company has acquired appraisal reports and opinions from, shall not be a Related Party of the party of the transaction.
Article 5 Where the Company's acquisition or disposal of assets requires the approval of the Board pursuant to the Procedures or the applicable laws, rules, and regulations, if a Director expresses dissent and this is contained in the minutes or a written statement, the Company shall submit the Director's dissenting opinion to the Supervisors. When a transaction involving the acquisition or disposal of assets is submitted for discussion by the Board, the Board shall take into full consideration each independent director's opinions.If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the Board meeting. If the Company establish an Audit Committee, the Procedure and any amendment thereof shall be effective upon approval by the majority of Audit Committee members first and then by Board of Directors. If any procedures and amendment is not approved by a majority of all the Audit Committee members, the resolution shall be effective with the votes of at least two-thirds of all the Directors. The resolution shall be included in the minutes of the Board meeting. For purpose of the preceding paragraphs, “all the Audit Committee members” and “all the Directors” shall refer to the Audit Committee members and Directors actuallyin the office	Article 5 Where the Company's acquisition or disposal of assets requires the approval of the Board pursuant to the Procedures or the applicable laws, rules, and regulations, if a Director expresses dissent and this is contained in the minutes or a written statement, the Company shall submit the Director's dissenting opinion to the Supervisors. When a transaction involving the acquisition or disposal of assets is submitted for discussion by the Board, the Board shall take into full consideration each independent director's opinions. If an independent director agrees or objects about any matter, it shall be recorded in the minutes of the Board meeting.	Amended with the decree

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Amended Clause	Current Clause	Explanation
at the given time.
Article 7: The procedures for acquisition or disposal of real estate or equipment and other fixed assets 7.1~7.3 (Omitted) 7.4 Appraisal report of real estate or equipment Except transactions withdomesticgovernment institutions, contracting third parties to construct on land owned or rented by the Company, or acquisition of equipment for operation purpose, for acquisition or disposal of real estate, equipment,or right-of-use assets by the Company whose amount reaches 20% of the Company’s paid-in capital or NT$300 million, an appraisal report issued by a Professional Appraiser shall be obtained prior to the Date of the Event and the following provisions should be complied with: 7.4.1 If for any special reason, restricted price, specific price, or special price must be used as a reference for the transaction price, the transaction should be approved by the Board in advance. The above procedures should also be followed in case the transaction terms are changed subsequently. (The following will be left out)	Article 7: The procedures for acquisition or disposal of real estate or equipment and other fixed assets 7.1~7.3 (Omitted) 7.4 Appraisal report of real estate or equipment Except transactions with government institutions, contracting third parties to construct on land owned or rented by the Company, or acquisition of equipment for operation purpose, for acquisition or disposal of real estate or equipment by the Company whose amount reaches 20% of the Company’s paid-in capital or NT$300 million, an appraisal report issued by a Professional Appraiser shall be obtained prior to the Date of the Event and the following provisions should be complied with: 7.4.1 If for any special reason, restricted price, specific price, or special price must be used as a reference for the transaction price, the transaction should be approved by the Board in advance. The above procedures should also be followed in case the transaction terms are changed subsequently. (The following will be left out)	Amended with the decree
Article 9: The procedures for acquisition or disposal of assets by related party 9.1 (Omitted) 9.2 Evaluation and handling process When the Company acquires or disposes of real estateor right-of-use assetsfrom a Related Party or when it intends to acquire or dispose of assets other than real estateor right-of-use assetsfrom or to a Related Party and the transaction amount reaches 20% or more of the Company’s paid-in capital, 10% or more of the Company's total assets, or NT$300 million or more, except for trading domesticgovernment bonds or bonds under repurchase/resale agreements and purchasing or redeeming domestic money market funds issued by securities investment trust enterprises in Taiwan, the Company may not proceed to enter into a transaction contract or make a payment until the following matters have been approved by the Board and Supervisors: 9.2.1~9.2.2 (Omitted) 9.2.3 With respect to the acquisition of real estateor right-of-use assetsfrom a Related Party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with Articles 9.3.1 and 9.3.4.	Article 9: The procedures for acquisition or disposal of assets by related party 9.1 (Omitted) 9.2 Evaluation and handling process When the Company acquires or disposes of real estate from a Related Party or when it intends to acquire or dispose of assets other than real estate from or to a Related Party and the transaction amount reaches 20% or more of the Company’s paid-in capital, 10% or more of the Company's total assets, or NT$300 million or more, except for trading government bonds or bonds under repurchase/resale agreements and purchasing or redeeming domestic money market funds issued by securities investment trust enterprises in Taiwan, the Company may not proceed to enter into a transaction contract or make a payment until the following matters have been approved by the Board and Supervisors: 9.2.1~9.2.2 (Omitted) 9.2.3 With respect to the acquisition of real estate from a Related Party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with Articles 9.3.1 and 9.3.4. 9.2.4~9.2.7 (Omitted) With respect to the acquisition or disposal of	Amended with the decree

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Amended Clause	Current Clause	Explanation
9.2.4~9.2.7 (Omitted) With respect to the following transaction between a public company and its parent or subsidiaries, the Company's Board may pursuant to Article 7.2 delegate the Board Chairperson to decide such matters when the transaction is within a certain amount and have the decisions subsequently submitted to and ratified by the next Board meeting: 1. the acquisition or disposal of business-use equipment or right-of-use assets 2. the acquisition or disposal of business-use real estate When an acquisition of real estate from a Related Party is submitted for discussion by the Board pursuant to the second paragraph, the Board shall take into full consideration each Independent Director's opinions. If an Independent Director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the Board meeting. 9.3 Evaluation process of reasonableness of transaction costs 9.3.1 The Company, when acquiring real estateor right-of-use assetsfrom a Related Party shall, evaluate the reasonableness of the transaction costs by the following means: (Omitted) 9.3.2 Where land and structures thereupon are combined as a single property purchasedor rentedin one transaction, the transaction costs for the land and the structures may be separately appraised in accordance with the preceding paragraph. 9.3.3 The Company that acquires real estateor right-of-use assetsfrom a Related Party and appraises the cost of the real estateor right-of-use assetsin accordance with the provisions of 9.3.1 and 9.3.2 shall also engage a CPA to check the appraisal and render a specific opinion. 9.3.4 Where the Company acquires real estateor right-of-use assetsfrom a Related Party and the appraisals conducted in accordance with the provisions of Article 9.3.1 and Article 9.3.2 are uniformly lower than the transaction price, the matter shall be handled in compliance with the provisions of Article 9.3.5. However, where the following circumstances exist, objective evidence has been submitted and specific opinions on reasonableness have been obtained from a professional real estate appraiser and a CPA have been obtained, this restriction shall not apply:	business-use equipment between a public company and its parent or subsidiaries, the Company's Board may pursuant to Article 7.2 delegate the Board Chairperson to decide such matters when the transaction is within a certain amount and have the decisions subsequently submitted to and ratified by the next Board meeting. When an acquisition of real estate from a Related Party is submitted for discussion by the Board pursuant to the second paragraph, the Board shall take into full consideration each Independent Director's opinions. If an Independent Director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the Board meeting. 9.3 Evaluation process of reasonableness of transaction costs 9.3.1 The Company, when acquiring real estate from a Related Party shall, evaluate the reasonableness of the transaction costs by the following means: (Omitted) 9.3.2 Where land and structures thereupon are combined as a single property purchased in one transaction, the transaction costs for the land and the structures may be separately appraised in accordance with the preceding paragraph. 9.3.3 The Company that acquires real estate from a Related Party and appraises the cost of the real estate in accordance with the provisions of Article 9.3.1 and Article 9.3.2 shall also engage a CPA to check the appraisal and render a specific opinion. 9.3.4 Where the Company acquires real estate from a Related Party and the appraisals conducted in accordance with the provisions of Article 9.3.1 and Article 9.3.2 are uniformly lower than the transaction price, the matter shall be handled in compliance with the provisions of Article 9.3.5. However, where the following circumstances exist, objective evidence has been submitted and specific opinions on reasonableness have been obtained from a professional real estate appraiser and a CPA have been obtained, this restriction shall not apply: 1. Where the Related Party acquired undeveloped land or leased land for development, it may submit proof of compliance with one of the following conditions: (1) (Omitted) (2)Completed transactions byunrelated

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Amended Clause	Current Clause	Explanation
1. Where the Related Party acquired undeveloped land or leased land for development, it may submit proof of compliance with one of the following conditions: (1) (Omitted) (2) Completed transactions by unrelated parties within the preceding year involving other floors of the same property or neighboring or closely valued parcels of land, where the land area and transaction terms are similar after calculation of reasonable price discrepancies in floor or area land prices in accordance with standard property market practices. 2. Where the Company acquiring real estateor right-of-use assetsfrom a Related Party provides evidence that the terms of the transaction are similar to the terms of transactions completed for the acquisition of neighboring or closely valued parcels of land of a similar size by unrelated parties within the preceding year. Completed transactions for neighboring or closely valued parcels of land in the preceding paragraph in principle refers to parcels on the same or an adjacent block and within a distance of no more than 500 meters or parcels close in publicly announced current value; transaction for similarly sized parcels in principle refers to transactions completed by unrelated parties for parcels with a land area of no less than 50% of the property in the planned transaction, within one year refers to one year from the actual date of acquisition of the real estateor right-of-use assets. 9.3.5 Where the Company acquires real estateor right-of-use assetsfrom a Related Party and the appraisals conducted in accordance with the provisions of Article 9.3.1 and Article 9.3.2 are uniformly lower than the transaction price, the following steps shall be taken. The Company and public companies (used the equity method to account for its investment in The Company) that have set aside a special reserve under the preceding paragraph may not utilize the special reserve until they have recognized a loss on decline in market value of the assets they purchasedor rentedat a premium, or they have been disposed of,or they have been terminated lease, or adequate compensation has been made, or the status quo ante has been restored, or there is other evidence confirming that there was nothing unreasonable about the transaction, and got the Taiwan authority’s consent. 1. A special reserve shall be set aside in accordance with theprovision of Article 41,	parties within the preceding year involving other floors of the same property or neighboring or closely valued parcels of land, where the land area and transaction terms are similar after calculation of reasonable price discrepancies in floor or area land prices in accordance with standard property market practices. 2. Where the Company acquiring real estate from a Related Party provides evidence that the terms of the transaction are similar to the terms of transactions completed for the acquisition of neighboring or closely valued parcels of land of a similar size by unrelated parties within the preceding year. Completed transactions for neighboring or closely valued parcels of land in the preceding paragraph in principle refers to parcels on the same or an adjacent block and within a distance of no more than 500 meters or parcels close in publicly announced current value; transaction for similarly sized parcels in principle refers to transactions completed by unrelated parties for parcels with a land area of no less than 50% of the property in the planned transaction, within one year refers to one year from the actual date of acquisition of the real estate. 9.3.5 Where the Company acquires real estate from a Related Party and the appraisals conducted in accordance with the provisions of Article 9.3.1 and Article 9.3.2 are uniformly lower than the transaction price, the following steps shall be taken. The Company and public companies (used the equity method to account for its investment in The Company) that have set aside a special reserve under the preceding paragraph may not utilize the special reserve until they have recognized a loss on decline in market value of the assets they purchased at a premium, or they have been disposed of, or adequate compensation has been made, or the status quo ante has been restored, or there is other evidence confirming that there was nothing unreasonable about the transaction, and got the Taiwan authority’s consent. 1. A special reserve shall be set aside in accordance with the provision of Article 41, paragraph 1 of the Taiwan Securities and Exchange Act against the difference between the real estate transaction price and the appraised cost, and may not be distributed or used for capital increase or issuance of bonus shares. Where a public company uses the equity method to account for its investment in the Company, then the special reserve shall be set asidepro rata in aproportion in

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Amended Clause	Current Clause	Explanation
paragraph 1 of the Taiwan Securities and Exchange Act against the difference between the real estateor right-of-use assets transaction price and the appraised cost, and may not be distributed or used for capital increase or issuance of bonus shares. Where a public company uses the equity method to account for its investment in the Company, then the special reserve shall be set aside pro rata in a proportion in accordance with the provision of Article 41, paragraph 1 of the Taiwan Securities and Exchange Act. 2. Supervisors shall process in accordance with Article 218 of the Taiwan Company Act. If the Company has set Audit Committee, the provisions under this sub-paragraph may apply to independent directors in Audit Committee. 3. (Omitted) 9.3.6 Where the Company acquires real estateor right-of-use assetsfrom a Related Party and one of the following circumstances exists, the acquisition shall be conducted in accordance with the provisions of Article 9.1 and Article 9.2 and the provisions of Article 9.3.1, Article 9.3.2, and Article 9.3.3 do not apply: 1. The Related Party acquired the real estateor right-of-use assetsthrough inheritance or as a gift. 2. More than five years will have elapsed from the time the Related Party signed the contract to obtain the real estateor right-of-use assets to the signing date for the current transaction. 3. The real estate is acquired through signing of a joint development contract with the Related Party or through contract development, where the Related Party as the developer, on the land of the Company or a third-party landowner. 4. Between The Company and its subsidiaries, or between its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital, acquires real estate right-of-use for operating purpose	accordance with the provision of Article 41, paragraph 1 of the Taiwan Securities and Exchange Act. 2. Supervisors shall process in accordance with Article 218 of the Taiwan Company Act. 3. (Omitted) 9.3.6 Where the Company acquires real estate from a Related Party and one of the following circumstances exists, the acquisition shall be conducted in accordance with the provisions of Article 9.1 and Article 9.2 and the provisions of Article 9.3.1, Article 9.3.2, and Article 9.3.3 do not apply: 1. The Related Party acquired the real estate through inheritance or as a gift. 2. More than five years will have elapsed from the time the Related Party signed the contract to obtain the real estate to the signing date for the current transaction. 3. The real estate is acquired through signing of a joint development contract with the Related Party or through contract development, where the Related Party as the developer, on the land of the Company or a third-party landowner.
Article 10: The procedures for acquisition or disposal of membership, intangible assets,or right-of-use assets 10.1 Procedure of evaluation and operation The Company’s acquisition or disposal of membership, intangible assets,or right-of-use assetsshall be dealt with in accordance with the procedures of property, plant and equipment cycle of The Company’s Internal Control Systems. 10.2 Transaction terms and approval process 10.2.1 The Company’s acquisition or disposal of membership shall reference fair market value,resolve transaction terms andprice,	Article 10: The procedures for acquisition or disposal of membership or intangible assets 10.1 Procedure of evaluation and operation The Company’s acquisition or disposal of membership or intangible assets shall be dealt with in accordance with the procedures of property, plant and equipment cycle of The Company’s Internal Control Systems. 10.2 Transaction terms and approval process 10.2.1 The Company’s acquisition or disposal of membership shall reference fair market value, resolve transaction terms and price, make an analysis report, and handle the matter in accordance with theprovision of	Amended with the decree

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Amended Clause	Current Clause	Explanation
make an analysis report, and handle the matter in accordance with the provision of hierarchical delegation of responsibilities. 10.2.2 The Company’s acquisition or disposal of intangible assetsor right-of-use assetsshall reference fair market value, resolve transaction terms and price, make an analysis report, and handle the matter in accordance with the provision of hierarchical delegation of responsibilities. 10.3 The Unit Responsible The acquisition or disposal of membership, intangible assets,or right-of-use assetsshould be handled by the unit responsible and Finance Department or the Department of Management therefor in accordance with the authorized approval of the preceding paragraph. 10.4 Experts’ evaluation report for membership, intangible assets,or right-of-use assets Except for transactions withdomestic government institutions, if the Company's acquisition or disposal of membership, intangible assets,or right-of-use assetsreaches 20% of the Company's paid-in capital or NT$300 million, opinions in respect of a rational transaction price shall be sought from certified public accountant prior to the Date of the Event. Certified public accountant shall handle the matter in accordance with the provision of Auditing Standard No. 20 published bythe ARDF.	hierarchical delegation of responsibilities. 10.2.2 The Company’s acquisition or disposal of intangible assets shall reference fair market value, resolve transaction terms and price, make an analysis report, and handle the matter in accordance with the provision of hierarchical delegation of responsibilities. 10.3 The Unit Responsible The acquisition or disposal of membership or intangible assets should be handled by the unit responsible and Finance Department or the Department of Management therefor in accordance with the authorized approval of the preceding paragraph. 10.4 Experts’ evaluation report for membership or intangible assets Except for transactions with government institutions, if the Company's acquisition or disposal of membership or intangible assets reaches 20% of the Company's paid-in capital or NT$300 million, opinions in respect of a rational transaction price shall be sought from certified public accountant prior to the Date of the Event. Certified public accountant shall handle the matter in accordance with the provision of Auditing Standard No. 20 published by the ARDF.
Article 12: Procedure of financial derivatives transactions 12.1 Principles and Guidelines 12.1.1 Instruments 1. Financial derivatives referred herein are defined as instruments that derive their value from the performance of underlyinginterest, financial instrument price, commodity price, foreign exchange rate, credit rating or credit index, or other variable. Such instruments include forward contracts, options contract, futures contract,leverage contract, exchange contract, and hybrid contracts combining the above contracts, hybrid contracts or structured products containing embedded derivatives. 2. Matters relating to bond margin transactions shall be handled in accordance with the relevant provisions of this procedure. Transactions of bond with buy back conditions may not be applicable to this procedure. 12.1.2~12.1.5 (Omitted) 12.2 (Omitted) 12.3 Internal Audit Systems Internal audit personnel is required to evaluate the suitability of the internal control system in connection with financial derivative	Article 12: Procedure of financial derivatives transactions 12.1 Principles and Guidelines 12.1.1 Instruments 1. Financial derivatives referred herein are defined as instruments that derive their value from the performance of underlying assets, interest or currency exchange rates, indexes or other. Such instruments include forward contracts, options contract, futures contract, interest/exchange rate, exchange contract, and various combinations thereof. 2. Matters relating to bond margin transactions shall be handled in accordance with the relevant provisions of this procedure. Transactions of bond with buy back conditions may not be applicable to this procedure. 12.1.2~12.1.5 (Omitted) 12.2 (Omitted) 12.3 Internal Audit Systems Internal audit personnel is required to evaluate the suitability of the internal control system in connection with financial derivative transactions on a regular basis, to monitor the related departments’ compliance with The	Amended with the decree

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Amended Clause	Current Clause	Explanation
transactions on a regular basis, to monitor the related departments’ compliance with The Procedure, and to produce audit report on a monthly basis. Should there be any violation found, a written report is needed to notify the Supervisors.The written notification in the preceding paragraph should also inform the independent directors. If the Company has set Audit Committee, the provisions of the preceding paragraph may apply to the Audit Committee. 12.4 Evaluation 12.4.1 (Omitted) 12.4.2 Derivatives trading positions held shall be evaluated at least once per week; however, positions for hedge trades required by business shall be evaluated at least twice per month. Evaluation reports shall be submitted to senior management personnel authorized by the board of directors. 12.5 The Board of Directors’ principle of supervision and management for engaging in derivatives trading: 12.5.1 Designate senior management personnel to pay continuous attention to monitoring and controlling derivatives trading risk. Management principles are as follows: 1. (Omitted) 2. When irregular circumstances are found in the course of supervising trading and profit-loss circumstances, appropriate measures shall be adopted and a report immediately made to the board of directors; an independent director shall be present at the meeting and express an opinion. 12.5.2 (Omitted) 12.5.3 The Company shall report to the soonest meeting of the board of directors after it authorizes the relevant personnel to handle derivatives trading in accordance with its Procedures for Engaging in Derivatives Trading. (The followingwill be left out)	Procedure, and to produce audit report on a monthly basis. Should there be any violation found, a written report is needed to notify the Supervisors. 12.4 Evaluation 12.4.1 (Omitted) 12.4.2 Derivatives trading positions held shall be evaluated at least once per week; however, positions for hedge trades required by business shall be evaluated at least twice per month. Evaluation reports shall be submitted to senior management personnel authorized by the board of directors. 12.5 For engaging in derivatives trading, the principles of supervision and management of Board of Directors: 12.5.1 Designate senior management personnel to pay continuous attention to monitoring and controlling derivatives trading risk. Management principles are as follows: 1. (Omitted) 2. When irregular circumstances are found in the course of supervising trading and profit-loss circumstances, appropriate measures shall be adopted and a report immediately made to the board of directors; an independent director shall be present at the meeting and express an opinion. 12.5.2 (Omitted) 12.5.3 The Company shall report to the soonest meeting of the board of directors after it authorizes the relevant personnel to handle derivatives trading in accordance with its Procedures for Engaging in Derivatives Trading. (The following will be left out)
Article 14: Public disclosure of information procedure 14.1 Circumstances and standards required to be announced or reported 14.1.1 Acquisition of real estateor right-of-use assetsfrom or to a Related Party, or acquisition or disposal of assets other than real estateor right-of-use assetsfrom or to a Related Party where the transaction amount reaches 20% or more of paid-in capital, 10% or more of the Company's total assets, or NT$300 million or more; provided, however, that this shall not apply to the trading of domesticgovernment bonds or bonds under repurchase and resale agreements and the	Article 14: Public disclosure of information procedure 14.1 Circumstances and standards required to be announced or reported 14.1.1 Acquisition of real estate from or to a Related Party, or acquisition or disposal of assets other than real estate from or to a Related Party where the transaction amount reaches 20% or more of paid-in capital, 10% or more of the Company's total assets, or NT$300 million or more; provided, however, that this shall not apply to the trading of government bonds or bonds under repurchase and resale agreements and the purchase or redemption of domestic moneymarket funds	Amended with the decree

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Amended Clause	Current Clause	Explanation
purchase or redemption of domestic money market funds in Taiwan. 14.1.2~14.1.3 (Omitted) 14.1.4 The equipmentor right-of-use assets acquired or disposed is for business use, the trading counterparty is not a Related Party, and the transaction amount is less than NT$500 million. 14.1.5 Where land is acquired under an arrangement on engaging others to build on the Company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale,and the transaction object is not Related Party. The amount the Company expects to invest in the transaction is less than NT$500 million. 14.1.6 Where there is an asset transaction (other than any such transactions referred to in the preceding five subparagraphs), a disposal of receivables to a financial institution, or an investment in mainland China area that reaches 20% or more of paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances: 1. Trading of domestic government bonds. 2. Where done by professional investors—securities trading on securities exchanges or OTC markets, or subscription of ordinary corporate bonds or general bank debentures without equity characteristics (excluding subordinated debt)that are offered and issued in the primary market,or subscription or redemption of securities investment trust funds or futures trust funds, or subscription by a securities firm of securities as necessitated by its undertaking business or as an advisory recommending securities firm for an emerging stock company, in accordance with the rules of the Taipei Exchange. 3. Trading of bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. 14.1.7 "Within the preceding year" refers to the year preceding the date of occurrence of the current transaction. Items duly announced in accordance with these Regulations need not be counted toward the transaction amount. The amount of transactions above shall be calculated as follows: 1. The amount of any individual transaction. 2. The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same transaction counterpartywithin thepreceding year.	in Taiwan. 14.1.2~14.1.3 (Omitted) 14.1.4 The equipment acquired or disposed is for business use, the trading counterparty is not a Related Party, and the transaction amount is less than NT$500 million. 14.1.5 Where land is acquired under an arrangement on engaging others to build on the Company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and the amount the Company expects to invest in the transaction is less than NT$500 million. 14.1.6 Where there is an asset transaction (other than any such transactions referred to in the preceding five subparagraphs), a disposal of receivables to a financial institution, or an investment in mainland China area that reaches 20% or more of paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances: 1. Trading of government bonds. 2. Where done by professional investors—securities trading on securities exchanges or OTC markets, or subscription of ordinary corporate bonds or general bank debentures without equity characteristics that are offered and issued in the primary market, or subscription by a securities firm of securities as necessitated by its undertaking business or as an advisory recommending securities firm for an emerging stock company, in accordance with the rules of the Taipei Exchange. 3. Trading of bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. 14.1.7 "Within the preceding year" refers to the year preceding the date of occurrence of the current transaction. Items duly announced in accordance with these Regulations need not be counted toward the transaction amount. The amount of transactions above shall be calculated as follows: 1. The amount of any individual transaction. 2. The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same transaction counterparty within the preceding year. 3. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of real property thereof within the same developmentproject within thepreceding

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Amended Clause	Current Clause	Explanation
3. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of real property or right-of-use assets thereof within the same development project within the preceding year. 4. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same security within the preceding year. 14.2 Time limit for publicly announce and report the relevant information If the acquisition or disposal of assets by The Company reaches the reporting standard specified in Article 14.1 and the total transaction reaches a threshold requiring public announcement, the relevant information shall be announced and reported within two days counting inclusively from the Date of occurrence of the Event. 14.3.1~14.3.2 (Omitted) 14.3.3 When The Company at the time of public announcement makes an error or omission in an item required by regulations to be publicly announced and so is required to correct it, all the items shall be again publicly announced and reported in their entirety within two days counting inclusively from the date of knowing of such error or omission. 14.3.4~14.3.5(Omitted)	year. 4. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same security within the preceding year. 14.2 Time limit for publicly announce and report the relevant information If the acquisition or disposal of assets by The Company reaches the reporting standard specified in Article 14.1 and the total transaction reaches a threshold requiring public announcement, the relevant information shall be announced and reported within two days counting inclusively from the date of knowing. 14.3 Public announcement and regulatory filing procedures 14.3.1~14.3.2 (Omitted) 14.3.3 When The Company at the time of public announcement makes an error or omission in an item required by regulations to be publicly announced and so is required to correct it, all the items shall be again publicly announced and reported in their entirety. 14.3.4~14.3.5 (Omitted)
Article 15-1 For the calculation of 10 percent of total assets under these Regulations, the total assets stated in the most recent parent company only financial report or individual financial report prepared under the Regulations Governing the Preparation of Financial Reports by Securities Issuers shall be used. In the case of a company whose shares have no par value or a par value other than NT$10—for the calculation of transaction amounts of 20 percent of paid-in capital under these Regulations, 10 percent of equity attributable to owners of the parent shall be substituted;for calculations under the provisions of these Regulations regarding transaction amounts relative to paid-in capital of NT$10 billion, NT$20 billion of equity attributable to owners of the parent shall be substituted.	Article 15-1 For the calculation of 10 percent of total assets under these Regulations, the total assets stated in the most recent parent company only financial report or individual financial report prepared under the Regulations Governing the Preparation of Financial Reports by Securities Issuers shall be used. In the case of a company whose shares have no par value or a par value other than NT$10—for the calculation of transaction amounts of 20 percent of paid-in capital under these Regulations, 10 percent of equity attributable to owners of the parent shall be substituted.	Amended with the decree
Article 17 A public company shall establish its procedures for the acquisition or disposal of assets in accordance with the provisions of these Regulations. After the procedures have been approved by the board of directors, they shall be submitted to each supervisor, and then to a shareholders' meeting for approval; the same applies when theprocedures are	Article 17 A public company shall establish its procedures for the acquisition or disposal of assets in accordance with the provisions of these Regulations. After the procedures have been approved by the board of directors, they shall be submitted to each supervisor, and then to a shareholders' meeting for approval; the same applies when theprocedures are	Amended with the decree

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Amended Clause	Current Clause	Explanation
amended. If any director expresses dissent and it is contained in the minutes or a written statement, the company shall submit the director's dissenting opinion to each supervisor. when the procedures for the acquisition and disposal of assets are submitted for discussion by the board of directors pursuant to the preceding paragraph, the board of directors shall take into full consideration each independent director's opinions. If an independent director agrees or objects to any matter, it shall be recorded in the minutes of the board of directors meeting.	amended. If any director expresses dissent and it is contained in the minutes or a written statement, the company shall submit the director's dissenting opinion to each supervisor. when the procedures for the acquisition and disposal of assets are submitted for discussion by the board of directors pursuant to the preceding paragraph, the board of directors shall take into full consideration each independent director's opinions. If an independent director agrees or objects to any matter, it shall be recorded in the minutes of the board of directors meeting.
Article 19: The Procedure is set on May 28th, 2003 The first Amendment on June 13th, 2007 The second Amendment on June 6th, 2012 The third Amendment on June 18th, 2013 The fourth Amendment on June 17th, 2014 The fifth Amendment on June 16th, 2015 The sixth Amendment on June 16th, 2017 The seventh Amendment on June 19th, 2019	Article 19: The Procedure is set on May 28th, 2003 The first Amendment on June 13th, 2007 The second Amendment on June 6th, 2012 The third Amendment on June 18th, 2013 The fourth Amendment on June 17th, 2014 The fifth Amendment on June 16th, 2015 The sixth Amendment on June 16th, 2017	Added amendment date

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Attachment 5:

Standard Chem. and Pharm. Co., Ltd.

Comparison Table of Procedures for Lending Funds to Other Parties

Comparison Table of Procedures	for LendingFunds to Other Parties
Amended Clause	Current Clause	Explanation
Article 1 The company shall not loan funds to any of its shareholders or any other person except under the following circumstances: 1.1 Where an inter-company or inter-firm business transaction calls for a loan arrangement; or 1.2 Where an inter-company or inter-firm short-term financing facility is necessary, provided that such financing amount shall not exceed 40% of the lender’s net worth. The term "short-term" as used in the preceding paragraph is a time period of one year. Where the Company's operating cycle exceeds one year, the term of “short-term” means one operating cycle. The term "financing amount" as used in Subparagraph 1.2 of this Article means the cumulative balance of the Company's short-term financing. The restriction in Subparagraph 1.2 shall not apply to inter-company loans of funds between foreign companies (or between the Company and foreign companies) in which the Company holds, directly or indirectly, 100% of the voting shares,but such inter-company loans of funds shall be set with limit on total loan, individual object, and loan term.	Article 1 The company shall not loan funds to any of its shareholders or any other person except under the following circumstances: 1.1 Where an inter-company or inter-firm business transaction calls for a loan arrangement; or 1.2 Where an inter-company or inter-firm short-term financing facility is necessary, provided that such financing amount shall not exceed 40% of the lender’s net worth. The term "short-term" as used in the preceding paragraph is a time period of one year. Where the Company's operating cycle exceeds one year, the term of “short-term” means one operating cycle. The term "financing amount" as used in Subparagraph 1.2 of this Article means the cumulative balance of the Company's short-term financing. The restriction in Subparagraph 1.2 shall not apply to inter-company loans of funds between foreign companies in which the Company holds, directly or indirectly, 100% of the voting shares,but such inter-company loans of funds shall be subject to Article 3 and Article 7.	Amended with the decree
Article 4 The Company can lend funds to a third party after approval by Board of Directors. When fund-lending to other parties is contemplated for discussion by the Board of Directors under the preceding paragraph, the Board of Directors shall take into full consideration each independent director's	Article 4 The Company can lend funds to a third party after approval by Board of Directors. When fund lending is contemplated between the Company and its parent company or when fund lending to Subsidiaries is contemplated by the Company, an	Amended with the decree

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Amended Clause	Current Clause	Explanation
opinion; independent directors' opinions specifically expressing assent or dissent and their reasons for dissent shall be included in the minutes of the Board of Directors' meeting. When fund lending is contemplated between the Company and its parent company or when fund lending to Subsidiaries is contemplated by the Company, an approval from the Board of Directors shall be obtained, and the Chairman shall be authorized to handle the matter within the specific amount of fund lending to the same party approved by the Board of Directors and the lending is authorized in installment or revolver within one year. "Specific amount" as referred to above shall not exceed the amount subjected to Article 3.	approval from the Board of Directors shall be obtained, and the Chairman shall be authorized to handle the matter within the specific amount of fund lending to the same party approved by the Board of Directors and the lending is authorized in installment or revolver within one year. "Specific amount" as referred to above shall not exceed the amount subjected to Article 3.
Article 10 Announcement and Reporting Procedures 10.1 After being approved, the Procedure shall be valid and implemented in the internal control procedures of the company’s accounting system. 10.2 The Company shall announce and report the previous month's loan balances of its head office and Subsidiaries by the 10th day of each month. 10.3 the Company whose loans of funds reach one of the following levels shall announce and report such event within two days commencing immediately from the date of occurrence of the fact: 10.3.1 The aggregate balance of loans to others by the Company and its Subsidiaries reaches 20 percent or more of the Company's net worth as stated in its latest financial statement. 10.3.2 The balance of loans by the Company and its	Article 10 Announcement and Reporting Procedures 10.1 After being approved, the Procedure shall be valid and implemented in the internal control procedures of the company’s accounting system. 10.2 The Company shall announce and report the previous month's loan balances of its head office and Subsidiaries by the 10th day of each month. 10.3 the Company whose loans of funds reach one of the following levels shall announce and report such event within two days commencing immediately from the date of occurrence of the fact: 10.3.1 The aggregate balance of loans to others by the Company and its Subsidiaries reaches 20 percent or more of the Company's net worth as stated in its latest financial statement. 10.3.2 The balance of loans by the Company and its	Amended with the decree

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Amended Clause	Current Clause	Explanation
Subsidiaries to a single enterprise reaches 10 percent or more of the Company's net worth as stated in its latest financial statement. 10.3.3 The amount of new loans of funds by the Company or its Subsidiaries reaches NT$10 million or more, and reaches 2 percent or more of the Company's net worth as stated in its latest financial statement. If there is any reporting and announcement required for the Company's Subsidiary which is not a Taiwan public company, the Company will follow the requirement on behalf of its Subsidiary. The term "Announcement and Report" as used in the Procedures means the process of entering data to the information reporting website designated by the Financial Supervisory Commission of Taiwan. The term "date of occurrence of the fact" as used in the Procedures refers to the date of contract signing, date of payment, dates of resolutions of the Board of Directors, or other date that can confirm the counterpart and monetary amount of theloan, whichever date is earlier.	Subsidiaries to a single enterprise reaches 10 percent or more of the Company's net worth as stated in its latest financial statement. 10.3.3 The amount of new loans of funds by the Company or its Subsidiaries reaches NT$10 million or more, and reaches 2 percent or more of the Company's net worth as stated in its latest financial statement. If there is any reporting and announcement required for the Company's Subsidiary which is not a Taiwan public company, the Company will follow the requirement on behalf of its Subsidiary. The term "Announcement and Report" as used in the Procedures means the process of entering data to the information reporting website designated by the Financial Supervisory Commission of Taiwan. The term "date of occurrence of the fact" as used in the Procedures refers to the date of contract signing, date of payment, dates of resolutions of the Board of Directors, or other date that can confirm the counterpart and monetary amount of thetransaction, whichever date is earlier.
Article 14 The Procedure and any amendment thereof shall be effective upon approval by Board of Directors, subject to the resolution in the Shareholders' Meeting via the Supervisors. Any objection by the Directors which is recorded or in writing shall be submitted to the Supervisors and for discussion by the Shareholders' Meeting. The same shall apply to any amendments to the Procedures. When the Company submits the Procedures or when fund-lending to other parties is contemplated for discussion by the Board of Directors under the preceding paragraph,the Board of Directors shall take	Article 14 The Procedure and any amendment thereof shall be effective upon approval by Board of Directors, subject to the resolution in the Shareholders' Meeting via the Supervisors. Any objection by the Directors which is recorded or in writing shall be submitted to the Supervisors and for discussion by the Shareholders' Meeting. The same shall apply to any amendments to the Procedures. Any lending of the Company’s funds shall take into full consideration each Independent Director's opinions if the company appoints independent directors. Independent directors' opinions specifically expressing	Amended with the decree

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Amended Clause	Current Clause	Explanation
into full consideration each independent director's opinion; independent directors' opinions specifically expressing assent or dissent and their reasons for dissent shall be included in the minutes of the Board of Directors' meeting. If the Company establish an Audit Committee, the Procedure and any amendment thereof shall be effective upon approval by the majority of Audit Committee members first and then by Board of Directors. Not applicable to the preceding paragraph. If any procedures and amendment is not approved by a majority of all the Audit Committee members, the resolution shall be effective with the votes of at least two-thirds of all the Directors. The resolution shall be included in the minutes of the Board meeting. For purpose of the preceding paragraphs, “all the Audit Committee members” and “all the Directors” shall refer to the Audit Committee members and Directors actually in the office at the given time.	assent or dissent and their reasons for dissent shall be included in the minutes of the Board of Directors' meeting.
Article 15 When the Company sends improvement plan and notification to supervisors in accordance with the provisions under Paragraph 1-3, Article 3 and Paragraph 1-3, Article 12 of the Rules, a written report is needed to notify independent directors. If the Company establish an Audit Committee, the provisions under Article 3 and Article 12 of these Rules may apply to the Audit Committee.		Added with the decree
Article16 The Procedure is set on June 19th, 1993 The first Amendment on April 8th, 1995 The second Amendment on March 28th, 2002 The third Amendment on July 23, 2002 The fourth Amendment on May 28th, 2003 The fifth Amendment on June 9th, 2009 The sixth Amendment on June 9th, 2010 The seventh Amendment on June 6th, 2012 The eighth Amendment on June 18th, 2013 The ninth Amendment on June 19th, 2019	Article15 The Procedure is set on June 19th, 1993 The first Amendment on April 8th, 1995 The second Amendment on March 28th, 2002 The third Amendment on July 23, 2002 The fourth Amendment on May 28th, 2003 The fifth Amendment on June 9th, 2009 The sixth Amendment on June 9th, 2010 The seventh Amendment on June 6th, 2012 The eighth Amendment on June 18th, 2013	Amended Article number and Added amendment date

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Attachment 6:

Standard Chem. and Pharm. Co., Ltd.

Comparison Table of Management of Endorsement and Guarantees

Amended Clause	Current Clause	Explanation
Article 5: Hierarchy of decision-making authority and delegation thereof 5.1 When the company makes any endorsement and/or guarantee, the documents shall be processed and signed in accordance with Article 6, to the Board of Directors for approval. A pre-determined limit may be delegated to the Chairperson by the Board of Directors to facilitate execution and such endorsement/guarantee shall be reported to the most coming Board of Directors’ Meeting for ratification. The limit of total amount shall not exceed 25% of the company’s net worth, and each single enterprise which is endorsed shall not exceed 10% of the company’s net worth. 5.2 In case the limits stipulated in Article 4 have to be exceeded to accommodate business needs, a resolution of the Board of Directors should be obtained and over half of all the directors should jointly endorse the potential loss that may be brought about by the excess of limits. The Board of Directors should also revise the Procedures and has it ratified at the Shareholders' Meeting. If the revised Procedures are not ratified at the Shareholders' Meeting, the Board of Directors should furnish a plan containing a timetable to withdraw the excess portion. 5.3 When it makes endorsements / guarantees for others, it shall take into full consideration the opinions of each independent director; independent directors' opinions specifically expressing assent or dissent and the reasons for dissent shall be included in the minutes of the Board of Directors' meeting.	Article 5: Hierarchy of decision-making authority and delegation thereof 5.1 When the company makes any endorsement and/or guarantee, the documents shall be processed and signed in accordance with Article 6, to the Board of Directors for approval. A pre-determined limit may be delegated to the Chairperson by the Board of Directors to facilitate execution and such endorsement/guarantee shall be reported to the most coming Board of Directors’ Meeting for ratification. The limit of total amount shall not exceed 25% of the company’s net worth, and each single enterprise which is endorsed shall not exceed 10% of the company’s net worth. 5.2 In case the limits stipulated in Article 4 have to be exceeded to accommodate business needs, a resolution of the Board of Directors should be obtained and over half of all the directors should jointly endorse the potential loss that may be brought about by the excess of limits. The Board of Directors should also revise the Procedures and has it ratified at the Shareholders' Meeting. If the revised Procedures are not ratified at the Shareholders' Meeting, the Board of Directors should furnish a plan containing a timetable to withdraw the excess portion.	Amended with the decree
Article 8: Announcement and Reporting Procedures 8.1 The Company’s Finance Unit shall announce and report the previous month's balance of endorsements /	Article 8: Announcement and Reporting Procedures 8.1 The Company’s Finance Unit shall announce and report the previous month's balance of endorsements /	Amended with the decree

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Amended Clause	Current Clause	Explanation
guarantees of itself and its subsidiaries along with turnover by the 10th day of each month. 8.2 Besides announcing and reporting balance of endorsements/guarantees monthly, when the Company whose balance of endorsements/guarantees reaches one of the following levels, Finance Unit shall announce and report such an event within two days commencing immediately from the date of occurrence of the fact: 8.2.1 The aggregate balance of endorsements/guarantees by the Company and its subsidiaries reaches 50% or more of the Company's net worth as stated in its latest financial statement. 8.2.2 The balance of endorsements/guarantees by the Company and its subsidiaries for a single enterprise reaches 20% or more of the Company's net worth as stated in its latest financial statement. 8.2.3 The balance of endorsements / guarantees by the Company and its subsidiaries for a single enterprise reaches NT$10 million or more and the aggregate amount of all endorsements / guarantees for,investment carrying amount applying Equity Method, and balance of loans to, such enterprise reaches 30% or more 8.2.4 The amount of new endorsements or guarantees made by the Company or its subsidiaries reaches NT$30 million or more, and reaches 5% or more of the Company's net worth as stated in its latest financial statement. 8.3 If there is any reporting and announcement (related to 8.2.4) required for the Company's Subsidiary which is not a Taiwan public company, the Company will follow the requirement on behalf of its Subsidiary. 8.4 The term "Announcement and Report" as used in the Procedures means the process of entering data to the information reporting website designated by the Financial Supervisory Commission of Taiwan. 8.5 The term "date of occurrence of the fact" as used in the Procedures refers to the date of contract signing,	guarantees of itself and its subsidiaries along with turnover by the 10th day of each month. 8.2 Besides announcing and reporting balance of endorsements/guarantees monthly, when the Company whose balance of endorsements/guarantees reaches one of the following levels, Finance Unit shall announce and report such an event within two days commencing immediately from the date of occurrence of the fact: 8.2.1 The aggregate balance of endorsements/guarantees by the Company and its subsidiaries reaches 50% or more of the Company's net worth as stated in its latest financial statement. 8.2.2 The balance of endorsements/guarantees by the Company and its subsidiaries for a single enterprise reaches 20% or more of the Company's net worth as stated in its latest financial statement. 8.2.3 The balance of endorsements / guarantees by the Company and its subsidiaries for a single enterprise reaches NT$10 million or more and the aggregate amount of all endorsements / guarantees for,long-term investment in, and balance of loans to, such enterprise reaches 30% or more 8.2.4 The amount of new endorsements or guarantees made by the Company or its subsidiaries reaches NT$30 million or more, and reaches 5% or more of the Company's net worth as stated in its latest financial statement. 8.3 If there is any reporting and announcement (related to 8.2.4) required for the Company's Subsidiary which is not a Taiwan public company, the Company will follow the requirement on behalf of its Subsidiary. 8.4 The term "Announcement and Report" as used in the Procedures means the process of entering data to the information reporting website designated by the Financial Supervisory Commission of Taiwan. 8.5 The term "date of occurrence of the fact" as used in the Procedures refers to the date of contract signing,

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Amended Clause	Current Clause	Explanation
date of payment, dates of Board of Directors' resolutions, or other date that can confirmthe endorsed and guaranteed counterpartand monetary amount of the transaction, whichever date is earlier.	date of payment, dates of Board of Directors' resolutions, or other date that can confirmthe counterpartand monetary amount of the transaction, whichever date is earlier.
Article 10: Other Matters 10.1 The endorsement and guarantees of the Company and its subsidiaries’ in each year shall be reported and record at the next annual Shareholders’ Meeting. 10.2 Internal auditors shall perform auditing on the Procedures and the implementation of the Procedures every quarter and produce written auditing reports. Should there be any violation found, a written report is needed to notify the Supervisors. 10.3 When the Company managers and persons-in-charge violate the Procedures, depending on the seriousness of the circumstances, subsequent discipline is subject to the related working articles of the Company. 10.4 The Procedures shall be approved by the resolution in Board of Directors first, and then it shall be reported via Supervisors to the Shareholders’ Meeting for agreement before the Procedure is implemented. Any objection by the Directors which is recorded or in writing shall be submitted to Supervisors and for discussion by the Shareholders' Meeting. The same shall apply to any amendments to the Procedures. 10.5 When the Procedure is reported to`Board`of Directors for discussion in accordance to Article 4, it shall take into full consideration the opinions of each independent director;independent directors' opinions specifically expressing assent or dissent and the reasons for dissent shall be included in the minutes of the Board of Directors' meeting. If the Company sets up an Audit Committee, the Procedures and any amendment thereof shall be effective upon approval by a majority in the Audit	Article 10: Other Matters 10.1 The endorsement and guarantees of the Company and its subsidiaries’ in each year shall be reported and record at the next annual Shareholders’ Meeting. 10.2 Internal auditors shall perform auditing on the Procedures and the implementation of the Procedures every quarter and produce written auditing reports. Should there be any violation found, a written report is needed to notify the Supervisors. 10.3 When the Company managers and persons-in-charge violate the Procedures, depending on the seriousness of the circumstances, subsequent discipline is subject to the related working articles of the Company. 10.4 The Procedures shall be approved by the resolution in Board of Directors first, and then it shall be reported via Supervisors to the Shareholders’ Meeting for agreement before the Procedure is implemented. Any objection by the Directors which is recorded or in writing shall be submitted to Supervisors and for discussion by the Shareholders' Meeting. The same shall apply to any amendments to the Procedures. 10.5 When the Procedure is reported to Board of Directors for discussion in accordance to Article 4, it shall take into full consideration the opinions of each independent director; independent directors' opinions specifically expressing assent or dissent and the reasons for dissent shall be included in the minutes of the Board of Directors' meeting. 10.6 Before making any endorsement/guarantee pursuant to a subsidiary in which the Company holds, directly or indirectly, 90% or more of the voting shares shall submit the proposed endorsement/guarantee to the	Amended with the decree

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Amended Clause	Current Clause	Explanation
Committee and then resolution by Board of Directors. Not applicable to the preceding paragraph. If any procedures and amendment is not approved by a majority of all the Audit Committee members, the resolution shall be effective with the votes of at least two-thirds of all the Directors. The resolution shall be included in the minutes of the Board meeting. For purpose of the Subparagraph 3, “all the Audit Committee members” and “all the Directors” shall refer to the Audit Committee members and Directors actually in the office at the given time. 10.6 Before making any endorsement/guarantee pursuant to a subsidiary in which the Company holds, directly or indirectly, 90% or more of the voting shares shall submit the proposed endorsement/guarantee to the Company’s Board of Directors for a resolution, provided that this restriction shall not apply to endorsements/guarantees made between companies in which the Company holds, directly or indirectly, 100% of the voting shares. 10.7 When the Company sends improvement plan and notification to supervisors in accordance with the provisions under Paragraph 4, Article 6 and Paragraph 2, Article 10 of the Rules, a written report is needed to notify independent directors. 10.8 If the Company has set Audit Committee, the provisions under Article 6 and Article 10 of these Rules may apply to the Audit Committee.	Company’s Board of Directors for a resolution, provided that this restriction shall not apply to endorsements/guarantees made between companies in which the Company holds, directly or indirectly, 100% of the voting shares.
Article 11: The Procedure is set on June 19th, 1993 The first Amendment on April 8th, 1995 The second Amendment on May 28th, 1997 The third Amendment on December 23rd, 1997 The fourth Amendment on May 28th, 2003 The fifth Amendment on June 9th, 2009 The sixth Amendment on June 9th, 2010 The seventh Amendment on June 18th, 2013 The eighth Amendment on June 19th, 2019	Article 11: The Procedure is set on June 19th, 1993 The first Amendment on April 8th, 1995 The second Amendment on May 28th, 1997 The third Amendment on December 23rd, 1997 The fourth Amendment on May 28th, 2003 The fifth Amendment on June 9th, 2009 The sixth Amendment on June 9th, 2010 The seventh Amendment on June 18th, 2013	Added amendment date

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Appendices

Standard Chem. & Pharm. Co., Ltd.

Shareholding of Directors and Supervisors

SCP’s total shares (issued and outstanding): 178,696,089 shares
Minimum shareholding required and record of shareholding by Directors and Supervisors according to SCP’s share register:

Title	Minimum share required	Shares record per register
Directors	10,721,766	26,310,694
Supervisors	1,072,177	9,140,851

Book closure date: 2019/4/21~2019/6/19

Directors and Supervisors shareholding record table:

Position	Name	Shares per register	Shareholding ratio(%)
Chairman	Chin-Tsai, Fan	20,786,813	11.63
Director	Fan Dao Nan Foundation Representative: Tzu-Ting, Fan	5,523,881	3.09
Director	Yuan-Teh Lee	-	-
Independent Director	Hwei-Jiung,Wang	-	-
Independent Director	Lin-Yu, Li	-	-
Supervisor	Yuan-Feng, Kao	16,182	0.01
Supervisor	Tsuey-Wen, Yeh	9,124,669	5.11
Total		35,451,545	19.84

The total shareholding of SCP Directors and Supervisor is in accordance with the minimum shareholding requirement.

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AI assistant

S.C.P.C — AGM Information 2019

51900_rns_2019-07-01_16a69e01-13a2-4475-9686-a220a3983522.pdf

Standard Chem. & Pharm. Co., Ltd.

Handbook for the 2019 Annual Meeting of Shareholders

MEETING TIME:June 19,2019

Table of Contents

I. Meeting Procedure

Standard Chem. & Pharm. Co., Ltd.

1. Calling of the Meeting to Order

4. Chairperson Remarks

5. Company Reports

9. Adjournment

II. Meeting Agenda

Agenda of Annual Meeting of Shareholders

III. Company Reports

Supervisor’s Review Report

To Shareholders:

Supervisor’s Review Report

To Shareholders:

IV.Proposals

1. Proposed by the Board

Proposal:

Explanation:

Resolution:

2. Proposed by the Board

Proposal:

Explanation:

Standard Chem. & Pharm. Co., Ltd. PROFIT DISTRIBUTION TABLE Year 2018

Resolution:

V. Discussions

1. Proposed by the Board

Proposal:

Explanation:

Resolution:

2. Proposed by the Board

Proposal:

Explanation:

Resolution:

3. Proposed by the Board

Proposal:

Explanation:

Resolution:

4. Proposed by the Board

Proposal:

Explanation:

Resolution:

VI.Question and Motions VII. Adjournments

Attachments

Attachment 1:

Standard Chem. & Pharm. Co., Ltd. 2018 Business Report

4. Operation Summary

5. Budget Implementation

6. Profitability Analysis

Attachment 2:

Opinion

Basis for opinion

Key audit matters

Valuation of inventories

Description

How our audit addressed the matter

Existence of domestic sales revenue from human medicines

Description

How our audit addressed the matter

Other matter –Reference to the audits of other independent accountants

Responsibilities of management and those charged with governance for the parent company only financial statements

Auditor’s responsibilities for the audit of the parent company only financial statements

STANDARD CHEM. & PHARM. CO., LTD.

PARENT COMPANY ONLY BALANCE SHEETS

STANDARD CHEM. & PHARM. CO., LTD.

PARENT COMPANY ONLY BALANCE SHEETS

STANDARD CHEM. & PHARM. CO., LTD. PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME

STANDARD CHEM. & PHARM. CO., LTD. PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY

STANDARD CHEM. & PHARM. CO., LTD. PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

STANDARD CHEM. & PHARM. CO., LTD. PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

REPORT OF INDEPENDENT ACCOUNTANTS TRANSLATED FROM CHINESE

Opinion

Basis for opinion

Key audit matters

Valuation of inventories

S.C.P.C AGM Information 2019