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S.C.P.C AGM Information 2020

Jun 30, 2020

51900_rns_2020-06-30_d6dabe5b-03db-466d-a014-f5cdf80e056a.pdf

AGM Information

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Stock Code: 1720

Standard Chem. & Pharm. Co., Ltd.

Handbook for the 2020 Annual Meeting of Shareholders

MEETING DATE: June 17,2020

----Disclaimer----

THIS IS A TRANSLATION OF THE AGENDA FOR THE 2020 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

Table of Contents
I. Meeting Procedure 1
II. Meeting Agenda 2
III. Report Items 3
IV. Matters Proposed for Ratification 8
V. Matters Proposed for Discussion and Resolution 10
VI. Extempore Motions 11
VII. Adjournments 11
Attachments
1. Business Report 12
2. Independent Auditors’ Report and Financial Statements 15
3. Comparison Table for the Articles of Incorporation Before and
After Revision 40
Appendices
Directors’ and Supervisors' Shares Held at Present 44

I. Meeting Procedure

Standard Chem. & Pharm. Co., Ltd.

Procedure for the 2020 Annual Meeting of Shareholders

  1. Call Meeting to Order

  2. Chairperson takes Chair

  3. Introduction

  4. Chairperson Remarks

5. Report Items

6. Matters Proposed for Ratification

  1. Matters Proposed for Discussion and Resolution

  2. Extempore Motions

9. Adjournment

~ 1 ~

II. Meeting Agenda

Agenda of Annual Meeting of Shareholders

Time: 9:00 a.m. on Wednesday, June 17, 2020

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

  1. Call Meeting to Order

  2. Chairperson Remarks

  3. Report Items

  4. (1)2019 Business Report

  5. (2)Supervisors’ Review Report on the 2019 Financial Results

  6. (3)2019 Annual Report on Remuneration of Employees , Directors and Supervisors

  7. (4)Status of 2019 Dividend Distribution

  8. (5)Status of 2019 Endorsement and Guarantee

  9. (6)Status of Implementation of Investment in Mainland China

  10. (7)Other Reports

  11. Matters Proposed for Ratification

  12. (1)Ratification of 2019 Business Report and Financial Statements

  13. (2)Ratification of Proposed 2019 Profit Distribution Plan

  14. Matters Proposed for Discussion and Resolution

  15. (1)Amendment of Article of Incorporation

  16. (2)Release of Independent Director from non-compete clause

  17. Extempore Motions

  18. Adjournments

~ 2 ~

III. Report Items

  • (1) 2019 Business Report

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

  1. Operating Income

  2. The Combined Operating Income for 2019 was NT$3,937 million; representing an increase of 10.2% in comparison with 2018.

  3. Gross Profit

Due to revenue growth, Gross Profit for 2019 increased by 10.7% in comparison with 2018.

  1. Operating Profit

  2. Due to the increase of Gross Profit and minor increase in operating expenses, the Operating Profit for 2019 increased 32.9% in comparison with 2018.

  3. Non-operating Income and expenses

Due to the increase of Currency Exchange Loss, Non-operating Income in 2019 decreased by 45.9% when compared with 2018.

In summation from above, Net Income for 2019 was NT$470 million; representing a 9.9% increase over Net Income of 2018.

~ 3 ~

  • (2) Supervisors’ review report on the 2019 financial statements

Supervisor’s Review Report

To Shareholders:

The Board of Directors has prepared Standard Chem. & Pharm. Co., Ltd. (SCP)’s 2019 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 24, 2020

~ 4 ~

Supervisor’s Review Report

To Shareholders:

The Board of Directors has prepared Standard Chem. & Pharm. Co., Ltd. (SCP)’s 2019 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: Tsuey-Wen Yeh

March 24, 2020

~ 5 ~

  • (3) 2019 Annual Report on Remuneration of Employees, Directors, and Supervisors The resolution was approved by the Board on March 24th, 2020.

  • i. 2019 Annual Employees’ Remuneration is NT$ 4,535,942, the amount recognized is NT$ 4,471,030. The difference NT$ 64,912 will be recognized as an expense in 2020.

  • ii. 2019 Annual Board’s Remuneration is NT$ 9,071,883, the amounts recognized is NT$8,942,059. The difference NT$ 129,824 will be recognized as an expense in 2020.

iii. The above remunerations are distributed in cash.

  • (4) Status of 2019 Dividend Distribution

The special resolution was approved by the Board on March 24th, 2020.

  • i. Pursuant Article 26-1 of Company’s Article of Incorporation, 2019 distribution of cash dividends will be NT$1.5 per share, the total amount to be distributed will be NT$268,044,134.

  • ii. 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.

  • iii. The Board of Directors will 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.

  • (5) The Status of 2019 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 million. By the end of December 2019, US$3 million of the amount was actually used.

  • (6) 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 million; the registered paid-in capital at the end of 2019 was US$9 million.

  • 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 2019 was US$6.78 million.

  • (7) Other Reports

~ 6 ~

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.

~ 7 ~

IV.Matters Proposed for Ratification

1. Proposed by the Board

Proposal:

Ratification of 2019 Business Report and Financial Statements.

Explanation:

The 2019 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:

Ratification of 2019 Profit Distribution Plan.

Explanation:

Please refer to the 2019 PROFIT DISTRIBUTION TABLE below.

~ 8 ~

Standard Chem. & Pharm. Co., Ltd. PROFIT DISTRIBUTION TABLE Year 2019

Year 2019
(Unit: NT$)
Item Amount
After-tax net profit 376,482,436
Less: IFRS 16 retrospective application and retrospective
restatement effects		 (7,453,411)
Less: Adjusted actuarial losses (6,107,504)
Less: Legal reserve (36,292,152)
Distributable profit from year 2019 326,629,369
Undistributed earnings from previous period 716,929,567
Accumulated undistributed earnings 1,043,558,936
Less: Dividend to shareholders-cash (NT$1.5 per share)
(2020/3/24 Board Resolution; Report on Shareholders’
meeting)
(268,044,134)
Less: Dividend to shareholders-stock (NT$0.0 per share) 0
Undistributed earnings as of the end of the period 775,514,802

Note 1: Earning distribution for this year shall be based on the distributable profit from year 2019

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

Resolution:

~ 9 ~

V. Matters Proposed for Discussion & Resolution

1. Proposed by the Board

Proposal:

Amendment to the Articles of Incorporation.

Explanation:

In compliance with the need of Audit Committee establishment, Board of Directors establishment and their exercise of powers, and addendum of company’s business scope, it is proposed to amend article 2, 16, and 30 of the Article of Incorporation. Please refer to appendix 3 for comparison table for before and after revision.

Resolution:

2. Proposed by the Board

Proposal:

Release of Independent Director from non-compete clause

Explanation:

  • a. The proposal is conducted pursuant to the Article 209, paragraph 1 of the Company Act.

  • b. Director Hwei-Jiung,Wang might operate other businesses with similar business scope as SCP and act as SCP’s Director simultaneously. Without impeding SCP’s interest and benefit, it is proposed to release the named Independent Director from non-compete clause restrictions.

  • c. Director Hwei-Jiung,Wang’s other business activities are listed as follow:

Title name Other business and Title
Independent
Director		 Hwei-Jiung,Wang  Lin BioScience Inc., Independent Director
 Up Cell Biomedical Inc., Chairman
 MetaTech Inc.,Director

Resolution:

~10~

VI.Extempore Motions

VII. Adjournments

~11~

Attachments

Attachment 1:

Standard Chem. & Pharm. Co., Ltd. 2019 Business Report

  1. 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 2019 were:

  • a. Continue to expand R&D investments

  • b. Develop core technologies

  • c. Actively expand international operations

  • d. Strengthen internal management

  • Implementation Overview

Throughout 2019, SCP continued to invest in drug development, and the R&D expenses for the year was NT$149 million, which was about 6% 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.

  1. Results of Business Plan Implementation

SCP’s Net Sales for 2019 were NT$2.4 billion, which was a 0.7% increase over 2018. Sales from pharmaceuticals for human-use (NT$2.1 billion) represented the largest contribution to overall Net Sales at 87.1%. Sales from Active Pharmaceutical Ingredients (NT$206 million) contributed 8.6% overall. Sales of healthy food (NT$99 million) contributed 4.1% overall. Other products, including veterinarian pharmaceuticals, had sales of NT$5 million contributing 0.2% overall.

Due to increase of cost, Gross Profit for 2019 decreased by 1.2% in comparison with 2018. Operating profit in 2019 was 2.6% lower than 2018 because of minor decrease in operating expenses.

~12~

For non-operating income and expense, the profit increased NT$1.24 million because of the increase on long-term equity investment gain.

In summation of the above, Net Income After Tax (NIAT) for 2019 was NT$376 million; representing a 0.6% increase over NIAT of 2018.

4. Operation Summary

Unit: NTD thousand

representing a 0.6% increase over
4. Operation Summary		 NIAT of 2018.
Unit: NTD thousand
Items Amount
Net Sales 2,403,678
Gross Profit 1,085,330
Income from Operations 350,153
Non-operating Income/Expenses 89,853
Income Before Income Tax 440,006
Net Income 376,482
Basic Earnings per shares (NTD) 2.11

5. Budget Implementation

Unit: NTD thousand

Items 2019 Budget 2019 Actual Achievement%
Net sales 2,237,995
2,403,678
107.4
Costs 1,266,238
1,318,348
104.1
Gross Profit 971,758
1,085,330
111.7
Operating exp. 768,821
735,177
95.6
Income from Operations 202,936
350,153
172.5
Pre-tax income 354,737
440,006
124.0

~13~

6. Profitability Analysis

6. Profitability Analysis
Items Ratio(%)
Return on Total Assets 7.07
Return on Shareholders’ Equity 10.11
Operating income/paid-in capital ratio 19.59
Gain before tax/paid-in capital ratio 24.62
Net Margin 15.66
Basic Earnings per share (NTD) 2.11

7. Research and Development

SCP’s R&D expenses for 2019 were NT$149 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: 2 applications were submitted and 1 certificate was approved.

  • B. International pharmaceutical preparations: 28 applications were submitted and 18 certificates were approved.

  • C. New products: 5 new products were launched.

  • D. BA/BE studies: 1 application was submitted and 1 application received passing result.

  • E. Food: 1 application was submitted and 1 certificate was approved.

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

~14~

Attachment 2:

REPORT OF INDEPENDENT ACCOUNTANTS

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, 2019 and 2018, 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, 2019 and 2018, 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 company only financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

~15~

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(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, 2019, the carrying amount of inventories and allowance for inventory valuation loss are $584,225 thousand and $9,706 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 of 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:

  • 1.Assessed the reasonableness of policies on allowance for inventory valuation loss.

  • 2.Assessed the effectiveness of the management’s inventory control, based on our understanding of the operations of the warehouse management, inspected the annual inventory taking plan and performed our observation.

  • 3.Tested whether the basis of inventory aging used in calculating the net realisable value of inventory is consistent with the Company’s policy.

  • 4.Validated the net realisable value of inventories and the adequacy of allowance for inventory valuation loss.

~16~

Existence of domestic sales revenue from human medicines

Description

Refer to Note 4(28) 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:

  • 1.Assessed the consistency and effectiveness of internal control relevant to sales recognition.

  • 2.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.

  • 3.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 $134,573 thousand and $140,967 thousand, constituting 2.45% and 2.65% of total assets as of December 31, 2019 and 2018, respectively, and the share of profit or loss of subsidiaries, associates and joint ventures accounted for under the equity method was $1,323 thousand and ($2,557) thousand, constituting 0.38% and (0.86%) 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 accountants.

~17~

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:

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

~18~

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

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

  • 4.Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our 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.

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

  • 6.Obtain sufficient appropriate audit evidence regarding the financial information of the 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 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

~19~

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 24, 2020

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.

~20~

STANDARD CHEM. & PHARM. CO.,LTD. PARENT COMPANY ONLY BALANCE SHEETS

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Assets December 31, 2019
AMOUNT
%
$
762,990
14
74,950
1
86,747
2
477,381
9
16,663
-
92,940
2
574,519
10
36,094
1
3,081
-
2,125,365
39
10,241
-
350,050
6
1,693,353
31
1,069,039
20
8,098
-
46,433
1
10,911
-
102,429
2
18,424
-
28,006
1
19,355
-
3,356,339
61
$
5,481,704
100		 December 31, 2018 December 31, 2018
AMOUNT
$
762,990
74,950
86,747
477,381
16,663
92,940
574,519
36,094
3,081
2,125,365
10,241
350,050
1,693,353
1,069,039
8,098
46,433
10,911
102,429
18,424
28,006
19,355
3,356,339
$
5,481,704		 AMOUNT
$
946,253
30,720
99,779
473,160
18,159
92,353
510,031
39,032
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		 %
Current assets
1100
Cash and cash equivalents
1136
Financial assets at amortised cost -
current
1150
Notes receivable, net
1170
Accounts receivable, net
1200
Other receivables
1210
Other receivables - related parties
130X
Inventories
1410
Prepayments
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
1550
Investments accounted for under the
equity method
1600
Property, plant and equipment
1755
Right-of-use assets
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		 18
-
2
9
-
2
10
1
-
42
-
6
27
22
-
1
-
2
-
-
-
58
100

(Continued)

~21~

STANDARD CHEM. & PHARM. CO.,LTD. PARENT COMPANY ONLY BALANCE SHEETS

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Liabilities and Equity December 31, 2019
AMOUNT
%
$
565,000
10
300,000
6
54,476
1
103,420
2
26,361
1
97,434
2
245,111
4
13,098
-
3,005
-
615
-
-
-
1,408,520
26
-
-
61,992
1
5,064
-
241,710
4
206
-
308,972
5
1,717,492
31
1,786,961
33
204,514
4
622,365
11
1,079,851
20
70,521
1
3,764,212
69
$
5,481,704
100		 December 31, 2018 December 31, 2018
AMOUNT
$
565,000
300,000
54,476
103,420
26,361
97,434
245,111
13,098
3,005
615
-
1,408,520
-
61,992
5,064
241,710
206
308,972
1,717,492
1,786,961
204,514
622,365
1,079,851
70,521
3,764,212
$
5,481,704		 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		 %
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
2280
Lease liabilities - current
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
2580
Lease liabilities - non-current
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		 8
5
1
2
-
1
4
1
-
-
1
23
2
1
-
5
-
8
31
33
4
11
19
2
69
100

~22~

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 For the years ended December 31,
2019
2018
AMOUNT
%
AMOUNT
%
$
2,403,678
100
$
2,385,819
100
(
1,318,348 ) (
55) (
1,287,252) (
54)
1,085,330
45
1,098,567
46
(
429,302 ) (
18) (
404,843) (
17)
(
159,274 ) (
7) (
172,471) (
7)
(
149,216 ) (
6) (
156,355) (
7)
2,615
- (
5,555)
-
(
735,177 ) (
31) (
739,224) (
31)
350,153
14
359,343
15
75,683
3
115,187
5
(
37,491 ) (
1)
31,462
1
(
6,657 )
- (
6,960)
-
58,318
2 (
51,071) (
2)
89,853
4
88,618
4
440,006
18
447,961
19
(
63,524 ) (
2) (
73,602) (
3)
$
376,482
16
$
374,359
16
( $
7,270 )
- ($
22,616) (
1)
17,152
1
7,344
-
(
31,841 ) (
2) (
62,551) (
2)
1,454
-
2,415
-
(
4,691 )
- (
707)
-
($
25,196 ) (
1) ($
76,115) (
3)
$
351,286
15
$
298,244
13
$
2.11
$
2.09
$
2.10
$
2.09
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 gains (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 profit (loss) 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 income (loss)
Components of other comprehensive
income that will not be reclassified to
profit or loss
8311
Remeasurement of defined benefit
plan
8316
Unrealised gains 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
8300
Total other comprehensive loss 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, 2018
Balance at January 1, 2018
Effects of retrospective application
Adjusted balance at January 1, 2018
Profit for the year
Other comprehensive loss for the year
Total comprehensive income (loss) for the year
Difference between proceeds from acquistion of
subsidiaries and book value
Cash dividends payable expired
Appropriations of 2017 earnings:
Legal reserve
Cash dividends
Balance at December 31, 2018
For the year ended December 31, 2019
Balance at January 1, 2019
Effects of retrospective application
Adjusted balance at January 1, 2019
Profit for the year
Other comprehensive loss for the year
Total comprehensive income (loss) for the year
Difference between proceeds from acquistion of
subsidiaries and book value
Cash dividends payable expired
Appropriations of 2018 earnings:
Legal reserve
Cash dividends
Balance at December 31, 2019		 Notes Common stock Capital Surplus Capital Surplus Capital Surplus Retain Retain e d 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
o		 Unrealised gain or
loss from financial
assets measured at
fair value through
ther 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
-
-
-
-
-
-
-
$ 1,786,961		 $ 143,353
-
143,353
-
-
-
-
-
-
-
$ 143,353
$ 143,353
-
143,353
-
-
-
-
-
-
-
$ 143,353		 $
50,399
-
50,399
-
-
-
54
-
-
-
$
50,453
$
50,453
-
50,453
-
-
-
7,054
-
-
-
$
57,507		 $
3,460
-
3,460
-
-
-
-
-
-
-
$
3,460
$
3,460
-
3,460
-
-
-
-
-
-
-
$
3,460		 $
-
-
-
-
-
-
-
49
-
-
$
49
$
49
-
49
-
-
-
-
145
-
-
$
194		 $ 548,600
-
548,600
-
-
-
-
-
36,329
-
$ 584,929
$ 584,929
-
584,929
-
-
-
-
-
37,436
-
$ 622,365		 $
982,791
7,826
990,617
374,359
(
20,323 )
354,036
-
-
(
36,329 )
(
285,914 )
$
1,022,410
$
1,022,410
(
7,454 )
1,014,956
376,482
(
6,107 )
370,375
-
-
(
37,436 )
(
268,044 )
$
1,079,851		 ($
9,146 )
$
-
$
166,005
-
154,548
(
166,005 )
(
9,146 )
154,548
-
-
-
-
(
707 ) (
55,085 )
-
(
707 ) (
55,085 )
-
-
-
-
-
-
-
-
-
-
-
-
-
($
9,853 )
$
99,463
$
-
($
9,853 )
$
99,463
$
-
-
-
-
(
9,853 )
99,463
-
-
-
-
(
4,691 ) (
14,398 )
-
(
4,691 ) (
14,398 )
-
-
-
-
-
-
-
-
-
-
-
-
-
($
14,544 )
$
85,065
$
-		 $ 3,672,423
(
3,631 )
3,668,792
374,359
(
76,115 )
298,244
54
49
-
(
285,914 )
$ 3,681,225
$ 3,681,225
(
7,454 )
3,673,771
376,482
(
25,196 )
351,286
7,054
145
-
(
268,044 )
$ 3,764,212

~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 (gain) loss on financial assets at fair value
through profit and loss
Expected credit (gain) loss
(Reverse of allowance) provision for loss on
inventory market price decline
Share of profit or loss of subsidiaries, associates
and joint ventures accounted for using the
equity method
Depreciation
Net loss on disposal of property, plant and
equipment
Amortisation
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
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
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		 Forthe years endedDecember31,
Notes
2019
2018
$
440,006 $
447,961
(
926 )
1,147
(
2,615 )
5,555
(
10,833 )
8,650
(
58,318 )
51,071
125,699
122,027
545
686
5,210
5,871
(
13,957 ) (
9,120 )
(
15,230 ) (
15,057 )
6,657
6,960
(
117 )
-
13,087
20,084
(
1,661 ) (
57,278 )
1,240 (
12,587 )
(
2,807 ) (
7 )
(
53,655 )
1,868
2,724 (
8,257 )
(
381 ) (
648 )
13,950 (
415 )
(
19,220 )
9,114
(
1,202 )
859
37,640
4,353
30,485 (
4,553 )
(
119 ) (
119 )
(
34,981 ) (
21,837 )
461,221
556,328
41,257
58,728
15,486
13,340
(
6,700 ) (
6,855 )
(
113,150 ) (
88,993 )
398,114
532,548

(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 financial assets at amortised
cost - current
Decrease (increase) in other receivables - related
parties
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 using 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 prepayment for equipment
(Increase) decrease 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
Payments of lease liabilities
Decrease in long-term borrowings
Decrease in guarantee deposit received
Cash dividends payable expired
Payment of cash dividends
Net cash flows used in financing activities
Net (decrease) 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,
Notes
2019
2018
($
44,230 ) $
28,800
2,220 (
2,880 )
-
3,500
(
19,138 ) (
6,340 )
(
256,316 ) (
1,751 )
(
32,045 ) (
36,239 )
(
113 ) (
85 )
-
99
(
858 ) (
1,138 )
(
37,188 ) (
26,591 )
(
7,492 )
8,433
(
19,818 ) (
6,591 )
14,508
12,361
(
400,470 ) (
28,422 )
365,000
200,000
(
220,000 ) (
250,000 )
50,000
50,000
(
4,357 )
-
(
100,000 )
-
(
3,651 ) (
1,514 )
145
49
(
268,044 ) (
285,914 )
(
180,907 ) (
287,379 )
(
183,263 )
216,747
946,253
729,506
$
762,990 $
946,253

~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, 2019 and 2018, 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, 2019 and 2018, 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

~27~

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:

Valuation of inventories

Description

Refer to Note 4(11) 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, 2019, the carrying amount of inventories and allowance for inventory valuation loss are $945,494 thousand and $30,865 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 of 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.

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:

  1. Assessed the reasonableness of policies on allowance for inventory valuation loss.

  2. Assessed the effectiveness of the management’s inventory control, based on our understanding of the operations of the warehouse management, inspected the annual inventory taking plan and performed our observation.

  3. Tested whether the basis of inventory aging used in calculating the net realisable value of inventory is consistent with the Group’s policy.

  4. 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

Refer to Note 4(29) 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 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:

  1. Assessed the consistency and effectiveness of internal control relevant to sales recognition.

  2. 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.

  3. 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 $134,573 thousand and $140,967 thousand, constituting 1.94% and 2.19% of consolidated total assets as of December 31, 2019 and 2018, respectively, and the share of profit or loss of associates and joint ventures accounted for under the equity method was $1,323 thousand and ($2,557) thousand, constituting 0.30% and (0.73%) 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

~29~

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 of STANDARD CHEM. & PHARM. CO., LTD. as of and for the years ended December 31, 2019 and 2018.

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

~30~

professional skepticism throughout the audit. We also:

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

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

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

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the 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.

  5. 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.

  6. 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.

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,

~31~

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 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.

Tien, Chung-Yu

Independent Accountants

Lin, Tzu-Shu

PricewaterhouseCoopers, Taiwan Republic of China March 24, 2020

------------------------------------------------------------------------------------------------------------------------------------------------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.

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.

~32~

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

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Assets December 31, 2019
AMOUNT
%
$
1,471,902
21
135,816
2
84,450
1
207,668
3
684,239
10
19,114
1
5,352
-
914,629
13
86,556
1
4,291
-
3,614,017
52
15,291
-
424,367
6
180,000
3
2,116,644
31
203,681
3
96,586
1
141,583
2
67,325
1
32,915
-
-
-
35,595
1
3,313,987
48
$
6,928,004
100		 December 31, 2018 December 31, 2018
AMOUNT
$
1,471,902
135,816
84,450
207,668
684,239
19,114
5,352
914,629
86,556
4,291
3,614,017
15,291
424,367
180,000
2,116,644
203,681
96,586
141,583
67,325
32,915
-
35,595
3,313,987
$
6,928,004		 AMOUNT
$
1,254,061
145,404
51,080
235,357
677,802
18,098
5,352
793,128
115,959
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		 %
Current assets
1100
Cash and cash equivalents
1110
Financial assets at fair value through
profit or loss - current
1136
Financial assets at amortised cost -
current
1150
Notes receivable, net
1170
Accounts receivable, net
1200
Other receivables
1220
Current income tax assets
130X
Inventories
1410
Prepayments
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
1550
Investments accounted for under
equity method
1600
Property, plant and equipment
1755
Right-of-use assets
1780
Intangible assets
1840
Deferred income tax assets
1915
Prepayments for equipment
1920
Guarantee deposits paid
1985
Long-term prepaid rents
1990
Other non-current assets
15XX
Total non-current assets
1XXX
TOTAL ASSETS		 19
2
1
4
11
-
-
12
2
-
51
-
7
3
33
-
2
2
1
-
1
-
49
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, 2019
AMOUNT
%
$
565,000
8
300,000
4
94,027
1
256,779
4
164,797
3
371,169
5
47,932
1
13,346
-
6
-
-
-
1,813,056
26
-
-
61,992
1
144,114
2
244,022
4
18,399
-
468,527
7
2,281,583
33
1,786,961
26
204,514
3
622,365
9
1,079,851
15
70,521
1
3,764,212
54
882,209
13
4,646,421
67
$
6,928,004
100		 December 31, 2018 December 31, 2018
AMOUNT
$
565,000
300,000
94,027
256,779
164,797
371,169
47,932
13,346
6
-
1,813,056
-
61,992
144,114
244,022
18,399
468,527
2,281,583
1,786,961
204,514
622,365
1,079,851
70,521
3,764,212
882,209
4,646,421
$
6,928,004		 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		 %
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
2280
Lease liabilities - current
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
2580
Lease liabilities- non-current
2640
Net defined benefit liability -
non-current
2645
Guarantee deposits received
25XX
Total non-current liabilities
2XXX
Total liabilities
Equity attributable to owners of the
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		 7
4
1
4
2
6
1
-
-
1
26
3
1
-
4
-
8
34
28
3
9
16
1
57
9
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,
2019
2018
AMOUNT
%
AMOUNT
%
$
3,937,129
100
$
3,573,093
100
(
2,227,998) (
57) (
2,028,483) (
57)
1,709,131
43
1,544,610
43
(
690,312 ) (
17) (
625,483) (
18)
(
283,246 ) (
7) (
295,427) (
8)
(
225,765 ) (
6) (
224,918) (
6)
6,036
- (
10,524)
-
(
1,193,287) (
30) (
1,156,352) (
32)
515,844
13
388,258
11
133,972
3
114,289
3
(
55,287 ) (
1)
27,317
1
(
10,470 )
- (
9,006) (
1)
1,751
- (
3,392)
-
69,966
2
129,208
3
585,810
15
517,466
14
(
115,377) (
3) (
89,530) (
2)
$
470,433
12
$
427,936
12
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 gains (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 profit (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,
2019
2018
AMOUNT
%
AMOUNT
%
( $
7,310 )
- ($
22,804) (
1)
(
14,476 ) (
1) (
54,523) (
1)
(
263 )
- (
181)
-
1,462
-
2,636
-
(
4,372 )
- (
1,044)
-
(
319 )
-
337
-
($
25,278 ) (
1) ($
75,579) (
2)
$
445,155
11
$
352,357
10
$
376,482
10
$
374,359
10
93,951
2
53,577
2
$
470,433
12
$
427,936
12
$
351,286
9
$
298,244
8
93,869
2
54,113
2
$
445,155
11
$
352,357
10
$
2.11
$
2.09
$
2.10
$
2.09
Other comprehensive (loss)
income
Components of other
comprehensive income that will
not be reclassified to profit or loss
8311
Remeasurment 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 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
8370
Share of other comprehensive
(loss) income 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)

For the year ended December 31, 2018
Balance at January 1, 2018
Effect of retrospective application
Adjusted balance at January 1, 2018
Profit for the year
Other comprehensive loss for the year
Total comprehensive income (loss) for the year
Difference between proceeds from acquisition of
subsidiaries and book value
Cash dividends payable expired
Appropriations of 2017 earnings:
Legal reserve
Cash dividends
Change in non-controlling interest
Balance at December 31, 2018
For the year ended December 31, 2019
Balance at January 1, 2019
Effect of retrospective application
Adjusted balance at January 1, 2019
Profit for the year
Other comprehensive loss for the year
Total comprehensive income (loss) for the year
Difference between proceeds from acquisition of
subsidiaries and book value
Cash dividends payable expired
Appropriations of 2018 earnings:
Legal reserve
Cash dividends
Change in non-controlling interest
Balance at December 31, 2019		 Notes Equity attri butable to owners o fthe parent fthe parent Total Non-controlling
interest		 Total equity
Common stock
$ 1,786,961
-
1,786,961
-
-
-
-
-
-
-
-
$ 1,786,961
$ 1,786,961
-
1,786,961
-
-
-
-
-
-
-
-
$ 1,786,961		 Capital Surplus Others Retained Earnings
Unappropriated
retained earnings		 O ther EquityInteres t
Unrealised gain or
loss on
available-for-sale
financial assets
$
166,005
(
166,005)
-
-
-

-
-
-
-
-

-
$
-
$
-
-

-
-
-

-
-
-
-
-

-
$
-
Additional paid-in
capital		 Difference
between proceeds
from acquisition
or disposal of
subsidiaries and
book value		 Change in net
equity of
associates and
joint ventures
accounted for
under equity
method		 Legal reserve Financial
statements
translation
differences of
foreign operations		 Unrealised gains
or losses from
financial assets
measured at fair
value through
other
comprehensive
income
$
143,353
-
143,353
-
-
-
-
-
-
-
-
$
143,353
$
143,353
-
143,353
-
-
-
-
-
-
-
-
$
143,353		 $
50,399
-
50,399
-
-
-
54
-
-
-
-
$
50,453

$
50,453
-
50,453
-
-
-
7,054
-
-
-
-
$
57,507


$
3,460
-
3,460
-
-
-
-
-
-
-
-
$
3,460
$
3,460
-
3,460
-
-
-
-
-
-
-
-
$
3,460		 $
-
-
-
-
-
-
-
49
-
-
-
$
49
$
49
-
49
-
-
-
-
145
-
-
-
$
194		 $
548,600
-
548,600
-
-
-
-
-
36,329
-
-
$
584,929

$
584,929
-
584,929
-
-
-
-
-
37,436
-
-
$
622,365









$
982,791

7,826
990,617

374,359
(
20,323)
354,036

-
-
(
36,329)
(
285,914)
-
$ 1,022,410

$ 1,022,410

(
7,454)
1,014,956

376,482
(
6,107)
370,375

-
-
(
37,436)
(
268,044)
-
$ 1,079,851
 ($
9,146)
-
(
9,146)
-
(
707)
(
707)
-
-
-
-
-
($
9,853)
($
9,853)
-
(
9,853)
-
(
4,691)
(
4,691)
-
-
-
-
-
($
14,544)		 $
-
154,548
154,548
-
(
55,085 )
(
55,085 )
-
-
-
-
-
$
99,463
$
99,463
-
99,463
-
(
14,398 )
(
14,398 )
-
-
-
-
-
$
85,065		 $ 3,672,423
(
3,631)
3,668,792
374,359
(
76,115)
298,244
54
49
-
(
285,914)
-
$ 3,681,225
$ 3,681,225
(
7,454)
3,673,771
376,482
(
25,196)
351,286
7,054
145
-
(
268,044)
-
$ 3,764,212		 $
529,762
(
1,864 )
527,898
53,577
536
54,113
(
1,315 )
-
-
-
(
15,609 )
$
565,087
$
565,087
-
565,087
93,951
(
82 )
93,869
(
25,190 )
-
-
-
248,443
$
882,209







$ 4,202,185
(
5,495)
4,196,690
427,936
(
75,579)
352,357
(
1,261)
49
-
(
285,914)
(
15,609)
$ 4,246,312
$ 4,246,312
(
7,454)
4,238,858
470,433
(
25,278)
445,155
(
18,136)
145
-
(
268,044)
248,443
$ 4,646,421

~37~

STANDARD CHEM. & PHARM CO., LTD. AND SUBSIDIARIES CONSOLIDATED 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 (gain) loss on financial assets at fair value through
profit or loss
Expected credit (gain) loss
Reversal of allowance for loss on inventory market
price decline
Share of (profit) loss of associates and joint ventures
accounted for under the equity method
Net loss on disposal of investments accounted for
under equity method
Depreciation
Net loss on disposal of property, plant and equipment
Property, plant and equipment transferred to expenses
Amortisation
Net loss on disposal of intangible assets
Amortisation of long-term prepaid rent
Share-based compensation
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
Notes receivable
Accounts receivable
Other receivables
Inventories
Prepayments
Other current assets
Other non-current assets
Changes in operating liabilities
Contract liabilites - 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,
Notes
2019
2018
$
585,810 $
517,466
(
1,189 )
2,854
(
6,036 )
10,524
(
5,221 ) (
64,952 )
(
1,751 )
3,392
4,404
-
205,511
187,911
1,385
1,212
527
107
8,613
10,022
7,630
-
-
1,187
8,648
-
(
16,433 ) (
10,513 )
(
14,299 ) (
14,339 )
10,470
9,006
9,564
880
27,945
60,968
(
657 ) (
116,837 )
(
1,269 )
52,518
(
126,631 ) (
6,959 )
28,023 (
24,891 )
(
1,548 ) (
691 )
(
3,137 ) (
2,081 )
32,229 (
34,699 )
(
28,613 )
80,161
49,981 (
6,447 )
39,265 (
24,320 )
(
2,365 )
2,354
(
34,958 ) (
19,666 )
775,898
614,167
16,433
10,513
14,552
12,622
(
10,590 ) (
8,967 )
(
158,354 ) (
143,400 )
637,939
484,935

(Continued)

~38~

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

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

CASH FLOWS FROM INVESTING ACTIVITIES
(Increase) decrease in financial assets at amortised cost -
current
Proceeds from capital reduction of financial assets at fair
value through profit or 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
Cash paid for aquisition 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
(Increase) decrease 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
Payments of lease liabilities
Redemption of long-term borrowings
Decrease in guarantee deposit received
Cash dividends payable expired
Cash paid for transaction with non-controlling interests
Payments of cash dividends
Increase (decrease) in non-controlling interests
Net cash flows used in 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,
Notes
2019
2018
($
33,370 ) $
13,440
-
8,111
(
22,876 ) (
8,100 )
(
29,940 ) (
490 )
(
102,245 ) (
112,130 )
(
113 ) (
85 )
80
2,528
(
1,486 ) (
1,916 )
(
75,378 ) (
55,312 )
(
7,710 )
8,202
(
21,673 ) (
6,137 )
14,508
12,361
(
280,203 ) (
139,528 )
435,000
366,000
(
355,000 ) (
401,000 )
50,000
50,000
(
14,568 )
-
(
212,312 ) (
4,983 )
5,062
7,961
145
49
(
18,136 ) (
1,261 )
(
268,044 ) (
285,914 )
239,795 (
15,609 )
(
138,058 ) (
284,757 )
(
1,837 )
899
217,841
61,549
1,254,061
1,192,512
$
1,471,902 $
1,254,061

~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 2
The business scope of the Company are as follow:
1.
C110010 Beverage Manufacturing
2.
F102040 Wholesale of Nonalcoholic
Beverages
3.
C199990 Other Food Manufacturing Not
Elsewhere Classified
4.
F102170 Wholesale of Food and Grocery
5.
F203010 Retail sale of Food and Grocery
6.
C201010 Prepared Animal Feed
Manufacturing
7.
F103010 Wholesale of Animal Feeds
8.
F202010 Retail sale of Animal Feeds
9.
C801110 Fertilizer Manufacturing
10. F107050 Wholesale of Manure
11. F207050 Retail Sale of Manure
12. C802041 Drugs and Medicines Manufacturing
13. F108021 Wholesale of Drugs and Medicines
14. F208021 Retail Sale of Drugs and Medicines
15. C802051 Chinese Medicine Manufacturing
16. F108011 Wholesale of Chinese Medicine
17. F208011 Retail Sale of Chinese Medicine
18. C802100 Cosmetics Manufacturing
19. F108040 Wholesale of Cosmetics
20. F208040 Retail Sale of Cosmetics
21. CE01010 Precision Instruments
Manufacturing
22. CF01011 Medical Material and Equipment
Manufacturing
23. F108031 Wholesale of Medical Material and
Equipment
24. F208031 Retail Sale of Medical Material and
Equipment
25. C802060 Animal Use Medicine		 Article 2
The business scope of the Company are as follow:
1.
C110010 Beverage Manufacturing
2.
F102040 Wholesale of Nonalcoholic
Beverages
3.
C199990 Other Food Manufacturing Not
Elsewhere Classified
4.
F102170 Wholesale of Food and Grocery
5.
F203010 Retail sale of Food and Grocery
6.
C201010 Prepared Animal Feed
Manufacturing
7.
F103010 Wholesale of Animal Feeds
8.
F202010 Retail sale of Animal Feeds
9.
C801110 Fertilizer Manufacturing
10. F107050 Wholesale of Manure
11. F207050 Retail Sale of Manure
12. C802041 Drugs and Medicines Manufacturing
13. F108021 Wholesale of Drugs and Medicines
14. F208021 Retail Sale of Drugs and Medicines
15. C802051 Chinese Medicine Manufacturing
16. F108011 Wholesale of Chinese Medicine
17. F208011 Retail Sale of Chinese Medicine
18. C802100 Cosmetics Manufacturing
19. F108040 Wholesale of Cosmetics
20. F208040 Retail Sale of Cosmetics
21. CE01010 Precision Instruments
Manufacturing
22. CF01011 Medical Material and Equipment
Manufacturing
23. F108031 Wholesale of Medical Material and
Equipment
24. F208031 Retail Sale of Medical Material and
Equipment
25. C802060 Animal Use Medicine		 Amended with
the decree

~40~

Amended Clause Current Clause Explanation
26.
27.
28.
29.
30.
31.
32.
33.
34.
35.
36.		 Manufacturing
F107070 Wholesale of Animal Use Medicine
F207070 Retail Sale of Animal Use Medicine
F401010 International Trade
H701040 Specialized Field Construction and
Development
H701060 New County and Community
Construction and Investment
I103060 Management Consulting Services
F399040 Retail Business Without Shop
J701040 Recreational Activities Ground and
Facilities
J801030 Athletics and Recreational Sports
Stadium
J802010 Sporting Training
ZZ99999 All business items that are not
prohibited or restricted by law, except those
that are subject to special approval		 Manufacturing
26. F107070 Wholesale of Animal Use Medicine
27. F207070 Retail Sale of Animal Use Medicine
28. F401010 International Trade
29. H701040 Specialized Field Construction and
Development
30. H701060 New County and Community
Construction and Investment
31. I103060 Management Consulting Services
32. F399040 Retail Business Without Shop
33. ZZ99999 All business items that are not
prohibited or restricted by law, except those
that are subject to special approval
Article 16
The company will have5 to 9board of directors and
2 supervisors with tenure period of 3 years and can
be re-elected after the tenure. Elections of both
directors and supervisors shall be conducted in
accordance with the candidate nomination system,
which will be conducted during shareholders
meeting. The shareholders shall elect the directors
from among the nominees listed in the roster of
director candidates.
The percentage of shareholdings of all the directors
and supervisors is subject to the provisions
prescribed by the competent authority in charge of
securities affairs.
In compliance with Security and Exchange Act
Article 14-2, number of independent directors
should be included in the above mentioned number
of directors for not less than two in number and not
less than one-fifth of the total number of		 Article 16
The company will have 5 board of directors and 2
supervisors with tenure period of 3 years and can be
re-elected after the tenure. Elections of both
directors and supervisors shall be conducted in
accordance with the candidate nomination system,
which will be conducted during shareholders
meeting. The shareholders shall elect the directors
from among the nominees listed in the roster of
director candidates.
The percentage of shareholdings of all the directors
and supervisors is subject to the provisions
prescribed by the competent authority in charge of
securities affairs.
In compliance with Security and Exchange Act
Article 14-2, number of independent directors
should be included in the above mentioned number
of directors for not less than two in number and not
less than one-fifth of the total number of		 In accordance
with Audit
Committee
establishment
and regulation

~41~

Amended Clause Current Clause Explanation
directors. Regulations governing the professional
qualifications, restrictions on shareholdings and
concurrent positions held, assessment of
independence, method of nomination, and other
matters for compliance with respect to independent
directors are subject to the provisions prescribed by
the competent authority in charge of securities
affairs.
The company is establishing Audit Committee
starting from the 19thBoard of Director meeting.
The audit committee shall be composed of the entire
number of independent directors. It shall not be
fewer than three persons in number, one of whom
shall be convener, and at least one of whom shall
have accounting or financial expertise.
Powers exercised by the Audit Committee,
committee’s rules of procedure, and other matters
for compliance with shall be in accordance with
related regulation or company’s rule of procedure.
Supervisors shall be dismissal and all articles related
to Supervisors within this Charter shall become
invalid by the date of the Audit Committee’s
establishment.
For purpose of promoting sound decision making
and enhancing managerial mechanism, the Company
shall establish different functional committees. Each
committee’s rule and procedures shall be submitted
to the Board of Directors for a resolution.		 directors. Regulations governing the professional
qualifications, restrictions on shareholdings and
concurrent positions held, assessment of
independence, method of nomination, and other
matters for compliance with respect to independent
directors are subject to the provisions prescribed by
the competent authority in charge of securities
affairs.
Article 30
These Articles of Incorporation are agreed and
signed on June 8th, 1967
The first Amendment on April 25th, 1968
The second Amendment on March 30th, 1970
The third Amendment on March 23rd, 1972
The fourth Amendment on November 30th, 1980
The fifth Amendment on August 20th, 1982
The sixth Amendment on October 21st, 1983		 Article 30
These Articles of Incorporation are agreed and
signed on June 8th, 1967
The first Amendment on April 25th, 1968
The second Amendment on March 30th, 1970
The third Amendment on March 23rd, 1972
The fourth Amendment on November 30th, 1980
The fifth Amendment on August 20th, 1982
The sixth Amendment on October 21st, 1983		 Added
amendment date

~42~

Amended Clause Current Clause Explanation
The seventh Amendment on September 25th, 1985
The eighth Amendment on November 23rd, 1987
The ninth Amendment on June 1st, 1988
The tenth Amendment on September 20th, 1989
The eleventh Amendment on October 5th, 1990
The twelfth Amendment on October 19th, 1991
The thirteenth Amendment on October 9th, 1992
The fourteenth Amendment on March 5th, 1993
The fifteenth Amendment on June 19th, 1993
The sixteenth Amendment on June 6th, 1994
The seventeenth Amendment on April 4th, 1995
The eighteenth Amendment on May 28th, 1996
The nineteenth Amendment on May 22nd, 1998
The twentieth Amendment on May 26th, 2000
The twenty-first Amendment on May 26th, 2000
The twenty-second Amendment on May 23rd, 2001
The twenty-third Amendment on May 29th, 2002
The twenty-fourth Amendment on May 30th, 2006
The twenty-fifth Amendment on June 18th, 2008
The twenty-sixth Amendment on June 9th, 2009
The twenty-seventh Amendment on June 9th, 2010
The twenty-eighth Amendment on June 15th, 2011
The twenty-ninth Amendment on June 6th, 2012
The thirtieth Amendment on June 18th, 2013
The thirty-first Amendment on June 17th, 2014
The thirty-second Amendment on June 17th, 2016
The thirty-third Amendment on June 19th, 2019
The thirty-fourth Amendment on June 17th, 2020		 The seventh Amendment on September 25th, 1985
The eighth Amendment on November 23rd, 1987
The ninth Amendment on June 1st, 1988
The tenth Amendment on September 20th, 1989
The eleventh Amendment on October 5th, 1990
The twelfth Amendment on October 19th, 1991
The thirteenth Amendment on October 9th, 1992
The fourteenth Amendment on March 5th, 1993
The fifteenth Amendment on June 19th, 1993
The sixteenth Amendment on June 6th, 1994
The seventeenth Amendment on April 4th, 1995
The eighteenth Amendment on May 28th, 1996
The nineteenth Amendment on May 22nd, 1998
The twentieth Amendment on May 26th, 2000
The twenty-first Amendment on May 26th, 2000
The twenty-second Amendment on May 23rd, 2001
The twenty-third Amendment on May 29th, 2002
The twenty-fourth Amendment on May 30th, 2006
The twenty-fifth Amendment on June 18th, 2008
The twenty-sixth Amendment on June 9th, 2009
The twenty-seventh Amendment on June 9th, 2010
The twenty-eighth Amendment on June 15th, 2011
The twenty-ninth Amendment on June 6th, 2012
The thirtieth Amendment on June 18th, 2013
The thirty-first Amendment on June 17th, 2014
The thirty-second Amendment on June 17th, 2016
The thirty-third Amendment on June 19th, 2019

~43~

Appendices

Standard Chem. & Pharm. Co., Ltd.

Shareholding of Directors and Supervisors

  1. SCP’s total shares (issued and outstanding): 178,696,089 shares

  2. 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: 2020/4/19~2020/6/17

  1. Directors and Supervisors shareholding record table: 2020/4/18
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
  1. The total shareholding of SCP Directors and Supervisors is in accordance with the minimum shareholding requirement.

~44~

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