Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

S.C.P.C Annual Report 2022

Jun 28, 2023

51900_rns_2023-06-28_b60b9aed-762e-4860-83ff-1057601d4bac.pdf

Annual Report

Open in viewer

Opens in your device viewer

1. Spokesperson's Name, Title, Telephone and E-mail

Spokesperson’s Name: Tzu-Ting, Fan Title: Chairman and General Manager Tel: 886-6-6361516 ext. 6666

E-mail: [email protected]

2. Deputy Spokesperson's Name, Title, Telephone and E-mail

Deputy Spokesperson’s Name: Shu-Hua, Chen

Title: Manager Tel: 886-6-6361516 ext. 6009

E-mail: [email protected]

3. Headquarters and Plant's Address and Telephone

Headquarters

Address: No.6-20, Tuku, Tuku Village, Xinying District, Tainan City, 73055 Tel: 886-6-6361511

Plant I

Address: No.6-20, Tuku, Tuku Village, Xinying District, Tainan City, 73055 Tel: 886-6-6361511

Plant II

Address: No.154, Kaiyuan Road, Xinying District, Tainan City, 73055 Tel: 886-6-6361516

4. Stock Transfer Agent's Name, Address, Website and Telephone

Name: MasterLink Securities

Address: B1, No.35, Lane 11, Kuangfu North Road, Songshan District, Taipei City, 10560

Website: http://www.masterlink.com.tw Tel: 886-2-27686668

5. The latest Financial Report’s Auditors’ Name, Accounting Firm, Address, Website and Telephone

Auditors’ Name: Chung-Yu, Tien, Fang-Ting, Yeh

Accounting Firm: PricewaterhouseCoopers Taiwan

Address: 12F, No. 395, Section 1, Linsen Road, Tainan City, 70151 Website: http://www.pwc.tw

Tel: 886-6-2343111

6. Overseas Securities Exchange and Disclosed information can be found at:

None

  1. Corporate Website: http://www.standard.com.tw

Contents

I. Letter to Shareholders

1.1 Operating Results for Previous Year .................................................................. 1 1.2 Overview of the Annual Business Plan .............................................................. 2 1.3 The Future Development Strategy of the Company ........................................... 3 1.4 Affected by the External Competitive Environment, Regulatory Environment and Overall Business Environment .................................................................... 3 II. Company Profile 2.1 Date of Incorporation ........................................................................................ 6 2.2 Company History .............................................................................................. 6 III. Corporate Governance Report 3.1 Organization .................................................................................................... 10 3.2 Information Regarding Directors, Supervisors, General Managers, Deputy General Managers, Assistant Managers, Heads of Departments and Branches 13 3.3 Remuneration Paid to Directors, Supervisors, General Manager and Deputy General Manager in the Most Recent Year ...................................................... 20 3.4 Implementation of Corporate Governance ....................................................... 23 3.5 Information Regarding the Company’s Audit Fee ............................................ 67 3.6 Information of Replacement of CPAs .............................................................. 67 3.7 Information Regarding the Company's Chairman, General Manager, Manager in Charge of Financial or Accounting Affairs Has Worked in the Firm of the Certified Accountant or Its Affiliated Companies in the Most Recent Year ...... 67 3.8 The Status in the Most Recent Year and as of the Publication Date of the Annual Report, Directors, Supervisors, Managers, and Shareholders Holding More Than 10% of the Shares Have Been Transferred and Pledged ................ 68 3.9 Information Regarding the Shareholding Ratio of the Top Ten Shareholders, Their Relationship With Each Other, Spouse, or Relatives Within the Second Degree ............................................................................................................. 69 3.10 The Number of Shares Held by the Company, Its Directors, Supervisors, Managers, and Enterprises Directly or Indirectly Controlled by the Company in the Same Reinvested Enterprise, and Combined to Calculate the Comprehensive Shareholding Ratio ................................................................. 70 IV. Capital Overview 4.1 Capital and Shares ......................................................................................... 71 4.2 Corporate Bonds............................................................................................ 77 4.3 Special Shares ............................................................................................... 77 4.4 Global Depository Receipts ........................................................................... 77 4.5 Employee Stock Options ............................................................................... 77

4.6 Restricting Employees' Rights to Deal with New Shares ............................... 77 4.7 Mergers and Acquisitions (Including Mergers, Acquisitions & Divisions) or Transfer of Shares from other Companies to Issue New Shares ................... 77 4.8 Financing Plans and Implementation ............................................................. 77

V. Operational Highlights

5.1 Business Activities ........................................................................................ 78 5.2 Market and Sales Overview ........................................................................... 85 5.3 Human Resources .......................................................................................... 94 5.4 Environmental Protection Expenditure .......................................................... 94 5.5 Labor Relations ............................................................................................. 94 5.6 Information Security Management ................................................................ 97 5.7 Important Contracts ....................................................................................... 98

VI. Financial Information

6.1 Five-Year Financial Summary ......................................................................100 6.2 Five-Year Financial Analysis ........................................................................104 6.3 Audit Committee Review Report on the Financial Statements of the Most Recent Year ..................................................................................................109 6.4 Financial Statements of the Most Recent Year .............................................. 110 6.5 The Company's Individual Financial Statements and Independent Auditors’ Report of the Most Recent Year .................................................................... 110 6.6 In the Most Recent Year and Up to the Date of Publication of the Annual Report, if the Company and Its Affiliated Companies Have Financial Turnover Difficulties, Their Impact on the Company's Financial Status ....... 110 VII. Review of Financial Conditions, Operating Results, and Risk Management

7.1 Financial Status ............................................................................................ 111 7.2 Financial Performance .................................................................................. 112 7.3 Cash Flow .................................................................................................... 113 7.4 Impact of Major Capital Expenditures on Financial Business in the Most Recent Year .............................................................................................................. 113 7.5 Reinvestment Policy in the Most Recent Year, Main Causes for Profits or Losses, Improvement Plans and the Investment Plans for the Coming Year . 114 7.6 Analysis of Risk Management ...................................................................... 114 7.7 Other Important Matters ............................................................................... 119

VIII. Special Disclosure

8.1 Summary of Affiliated Companies ...............................................................120 8.2 Private Placement Securities in the Most Recent Year and Up to the Date of Publication of the Annual Report..................................................................128 8.3 The Shares in the Company Held or Disposed of by Subsidiaries in the

Most Recent Year and Up to the Date of Publication of the Annual Report ..128 8.4 Other Necessary Supplementary Explanations .............................................128

IX. In the Most Recent Year and Up to the Date of Publication of the Annual Report, There Have Been Events That Have a Significant Impact on Shareholders' Equity or Securities Prices as Specified in Article 36.3.2 of the Securities Exchange Act .................................................................................. 128

I. Letter to Shareholders

1.1 Operating Results for Previous Year

(1) Implementation Results of Last Year's Business Plan

The Company's 2022 consolidated net revenue was NT$5,851,368 thousand, an increase of about 27.1% compared to 2021. The increase in operational performance is mainly due to the inclusion of the operations of SYN-TECH Chem. & Pharm. since December of 2021. Among them, the net revenue of western medicine for humans was NT$2,527,248 thousand, accounting for 43.2% of the overall revenue, the net revenue of health food was NT$1,933,562 thousand, accounting for 33.0% of the overall revenue, the net revenue of synthetic active pharmaceutical ingredients (APIs) were NT$1,027,101 thousand, accounting for 17.6% of the overall revenue, and other net revenues, including veterinary medicine, etc., were NT$363,457 thousand, accounting for 6.2% of the overall revenue.

Operating gross profit increased by about 20.3% in 2022 compared to 2021 due to revenue growth. The operating expenses increased by about 14.9% due to the merger with SYN-TECH Chem. & Pharm. As the growth rate of the operating gross profit was higher than the increase in operating expenses, the operating income for 2022 increased by about 27.6% compared to 2021.

Non-operating income and expenses are mainly impacted by fluctuations in the exchange rate of the US dollar, resulting in the recognition of foreign currency exchange gains leading to an increase about 105.4% in 2022 compared to 2021.

In summary, the net profit for the current period in 2022 is NT$1,153,620 thousand, an increase of about 37.9% compared to 2021.

(2) Status of Budget Execution

Unit: NT$ thousand

Item 2022
Budget
2022
Actual Amount
Budget
Achievement %
OperatingRevenue 5,391,990
5,851,368

108.5%
OperatingCosts 3,076,275
3,363,755

109.3%
Net operatingMargin 2,315,715
2,487,613

107.4%
OperatingExpenses 1,322,032
1,369,192

103.6%
OperatingProfit 993,683
1,118,421

112.6%
Profit before Income Tax 1,204,268
1,399,933

116.2%

(3) Financial Balance and Profitability Analysis

A. Financial Balance

Unit: NT$ thousand

Financial Balance Unit: NT$ thousand
Item Amount
OperatingRevenue 5,851,368
Net OperatingMargin 2,487,613
OperatingProfit 1,118,421
Interest Income 29,594
Interest Expense 18,775
Profit Before Income tax 1,399,933
Profit For the Year 1,153,620
Basic Earnings Per Share (NT$) 4.56
~1~

B. Profitability Analysis

Profitability Analysis Profitability Analysis
Item Ratio (%)
Return on Assets 11.10
Return on Equity 16.21
Ratio to Paid-in Capital OperatingProfit 62.59
Profit Before Income tax 78.34
Net Profit Ratio 19.72
Basic Earnings Per Share (NT$) 4.56

(4) Research and Development Status

The Group's research expenditure in 2022 was about NT$252 million, and R&D expenses account for about 4% of the total revenue. Most of the research technologies are self-developed, and every year there are new products to apply for drug licenses. In addition to domestic R&D items, more emphasis is placed on the R&D of internationalized items. The development results are summarized as follows:

  • A. Domestic Western Medicine Preparations: 5 items were submitted for inspection and registration, and 5 items of certificates were completed.

  • B. International Western Medicine Preparations: 12 items were submitted for inspection and registration, and 14 items of certificates were completed.

  • C. Mass production and launch of new products include 4 western medicines and 9 health supplements products.

  • D. BA/BE Research Test: 1 item is submitted, and 2 items are approved.

  • E. Health supplements: 11 items were submitted for inspection and registration, and 11 items of certificates were completed.

In addition to the research on the original preparations and raw materials, the research on health supplements is also strengthened.

1.2 Overview of the Annual Business Plan

(1) Operating Principle for This Year

The Company focuses on the development of western medicine, leveraging the integration of upstream and downstream industries within the group to develop niche, distinctive, and differentiated branded products to establish a global marketing network. We actively expand markets such as the United States, Japan, China, and Southeast Asia, aiming to become a world-class leading pharmaceutical manufacturer. The operating principle for this year is as follows:

  • A. Keep expanding the investment in the R&D of the product portfolio.

  • B. Develop core technologies and focus on the development of distinctive generic drugs.

  • C. Actively expand the international business and allocate more resources to overseas operations.

  • D. Strengthen raw material procurement and inventory control, maintain production and supply coordination flexibility, and ensure stable production and supply.

  • E. Act as a distributor for new drugs or niche products from original manufacturers in the Taiwan market.

  • F. Actively expand business in the National Health Insurance contracted pharmacies and market of over-the-counter (OTC) self-paid drugs and health supplements.

  • G. Expand horizontally within the group, strengthen alliances with business counterparts, and enhance the competitiveness of the group.

(2) Expected Sales Quantity and Basis

  • A.Expected Sales Quantity in 2023
Category Item Unit Quantity
Human
Medicine
Tablet Thousandpieces 1,302,856
Injection Thousand units 7,994
Capsule Thousandpieces 141,174
~2~
Category Item Unit Quantity
Liquid Liter 650,815
Others - 4,080
Health supplements - 1,422,979
Others - 3,011
  • B. Based on past sales data, considering anticipated changes in market demand and company objectives, a reasonable sales forecast is made.

(3) Key Production and Marketing Policies

  • A. Continuously strengthen the production quality system and compliance with regulations in every country.

  • B. Enhance coordination among research, production, and sales, and hold regular coordination meetings to improve product sales and production matters.

  • C. Strengthen coordination between suppliers and manufacturing plants, and integrate production activities between upstream and downstream to reduce production and sales costs.

  • D. Expand production lines, enhance manufacturing capabilities, and upgrade equipment.

E. Focus on mass production of core technologies, and improve product quality and yield.

1.3 The Future Development Strategy of the Company

Dedicate to the development of special dosage forms, new products, and new drug administration systems, integrating resources from Taiwan's biopharmaceutical industry. Adopt an international operating model and collaborate with strategic alliance partners overseas to look for niche products of new branded drugs, aiming to reduce R&D costs and shorten the product development period. Develop the internationalization foundation of Taiwan's pharmaceutical industry and enter the global new generic drugs market.

(1)Develop generic drugs with niche, differentiation, and potential internationally.

(2)Control over the supply chain of APIs and upstream/downstream suppliers.

  • (3)Balance production and marketing-oriented strategies.

(4)Improve continuously by providing better products, superior technology, and updated services.

(5)Utilize international cooperation strategies to enhance competitiveness.

(6)Complete the transfer and division of secondary business units, implement specialized division of labor, and enhance international competitiveness.

(7)Improve the quality system and accelerate international market expansion consistently.

1.4 Affected by the External Competitive Environment, Regulatory Environment and

Overall Business Environment

(1) Impact of the External Competitive Environment

According to a global pharmaceutical market report published by market research firm, Report Linker, the market size is predicted to grow from US$1,454.66 billion in 2021 to US$1,487.05 billion in 2022. It is expected to reach US$2,135.18 billion by 2026, with a CAGR of 7.7%, driven by increasing population and aging demographics, resulting in sustained demand for medications. Moreover, the international pharmaceutical market is highly competitive. The branded drugs are facing challenges from generic drugs due to patent expirations, resulting in a rapid decline in profits. Major global pharmaceutical companies maintain growth momentum through mergers and acquisitions, as well as licensing, to rapidly enter emerging markets and increase R&D capabilities. In the future, the trend of "the stronger player becomes stronger" is expected to continue. To enhance competitiveness, Taiwan’s pharmaceutical companies are investing resources in R&D and adopting strategies such as investment and technical collaborations to strengthen their technological capabilities and expand into overseas markets.

Looking forward to the future, the demand for generic drugs will continue to grow. The expiration of patents has reduced the revenue of many pharmaceutical companies. Governments and healthcare payers, who are cost-conscious, tend to use generic drugs. Most industry experts believe that the generic drug market will keep growing, benefiting from the cost considerations of consumers and healthcare payers. However, generic drug manufacturers are also confronted with various pressures, including stricter price controls, sales restrictions, and global competition.

The COVID-19 pandemic has been ongoing since 2019. The global pandemic has become intensified and undergone many changes which makes many countries’ governments implement

~3~

lockdown measures. The major producers of APIs, China and India, have restricted exports of pharmaceuticals to ensure domestic demand, coupled with labor shortages and transportation disruptions caused by factory shutdowns making many commercial transactions come to a standstill, leading to disruptions in the supply chain and transportation difficulties for APIs. Vaccines and medications have faced shortages, and the manufacturing costs of pharmaceuticals have continued to rise. Therefore, reevaluating the layout of the pandemic prevention industry chain and the supply and demand of pharmaceuticals has become a significant concern for many countries.

(2) Impact of the Regulatory Environment

The pharmaceutical industry and drug sales are regulated industries subject to high levels of regulations. Pharmaceutical manufacturers need to comply with PIC/S GMP requirements and obtain Good Manufacturing Practice (GMP) quality documentation for raw material sources. Drug products also need to obtain a drug license for marketing approval. In the domestic market, with the implementation of national health insurance, prescription drugs and reimbursement of drugs by medical institutions must adhere to the "National Health Insurance Drug Reimbursement Items and Payment Standards". Companies adjust their strategies for new product launches based on reimbursement direction. The quality of Standard Chem & Pharm. ’s products are strictly monitored by regulatory authorities, and the products also comply with GMP for pharmaceuticals. In order to expand overseas markets, our company undergoes annual inspections by domestic health authorities, as well as GMP inspections from various countries according to the regulations of international health authorities. So far, we have successfully passed GMP inspections from the United States, Japan, South Korea, Australia, and other Southeast Asian countries.

The main customers of the pharmaceutical industry are medical institutions. The pharmaceutical industry faces challenges such as drug price investigations and annual reductions, non-reimbursement for prescribed medications, as well as total budget caps and reasonable outpatient volumes for domestic medical institutions. These factors have constrained the growth of the pharmaceutical industry in the domestic market. As the growth in healthcare demand is driven by the aging population, the overall healthcare market continues to grow slowly but steadily, along with the growth of the self-pay market.

As of December 31, 2014, there are still over a hundred Western medicine manufacturers in Taiwan that have fully implemented PIC/S GMP. In addition to improving pharmaceutical quality through the implementation of PIC/S GMP, the government has also strengthened the management of quality for APIs, and promoted the comprehensive implementation of GMP for APIs to enhance the import management of imported APIs and also for in-house use. Besides, the manufacturers also established the Drug Master File (DMF) system for APIs and accelerated the promotion of the use of GMP for APIs by pharmaceutical manufacturers. The Ministry of Health and Welfare announced in September 2013 that all APIs with a valid API license should fully comply with GMP starting from December 31, 2015. Western pharmaceutical manufacturers should ensure that incoming APIs meet the requirements and implement supplier management to ensure strict control of the quality of APIs used. To ensure the quality and integrity of all drugs delivered to patients during manufacturing, storage, and transportation, and also to strengthen the supervision and management of drug supply chain quality, the Ministry of Health and Welfare has established guidelines for Good Distribution Practice (GDP) inspections in accordance with the Pharmaceutical Affairs Act and the Inspection Measures for Drug Manufacturers. Starting from January 1, 2019, all Western medicine manufacturers and distributors holding a license for Western medicine manufacturing are required to fully implement PIC/S GDP.

(3) Impact of the Overall Business Environment

The overall environment of the pharmaceutical industry is expected to undergo changes due to demographic trends such as aging populations and the density of the population. Developing countries are experiencing population growth, while developed countries are facing declining birth rates. This is anticipated to result in an increase in diseases related to aging and medication usage for chronic conditions, leading to sharply growing healthcare expenditures in every country. Additionally, rising healthcare expenditures and the pursuit of higher healthcare quality are expected to be future trends for development. Due to the impact of the COVID-19 pandemic on the global economy and daily life, various countries’ governments are placing greater emphasis on the healthcare industry and actively promoting a shift from globalization to localization in the pharmaceutical supply chain. Under the trend of "Industrialize the Industrial Pandemic Prevention and Pandemic Prevention," the pharmaceutical supply chain is expected to undergo restructuring and face increased uncertainties.

~4~

The "Act for the Development of Biotech and New Pharmaceuticals Industry" was amended and passed by the Legislative Yuan on its third reading in 2021, and the title of the bill was revised to " Act for the Development of Biotech and Pharmaceutical Industry ". The scope of incentives and tax applications has been expanded, including new dosage forms, regenerative medicine, precision medicine, digital medicine, and innovative technology platforms for the biotech and medical industry except for new drugs and high-risk medical devices that were already included. CDMO in the pharmaceutical companies involved in development and manufacturing have also been included, with the aim of attracting investment and retaining talent through the expansion of R&D, funding, and machinery and equipment as deductible benefits, thereby enhancing the international competitiveness of the biotech industry and promoting overall industry upgrading. The Executive Yuan has been promoting the "New Southbound Policy" since 2015 and will launch the "Medium- to Long-term Plan for Health Cooperation and Industry Chain Development with New Southbound Countries" from 2022 to 2025, leveraging Taiwan's advantages in medical and pharmaceutical products as a niche for strengthening partnerships with New Southbound countries and seeking bilateral and multilateral cooperation with ASEAN, South Asia, New Zealand, Australia, etc. The Taiwan Food and Drug Administration (TFDA) is actively promoting regulatory harmonization, exchange of inspection technology, and laboratory management accreditation cooperation with New Southbound countries, with the goal of reducing duplicate testing and inspections, simplifying the review process for pharmaceuticals, and shortening the time for local market approval of drugs in those countries. This continuous effort to promote health cooperation and drive the establishment of health industry platforms will contribute to the expansion of Taiwan's pharmaceutical export market.

~5~

II. Company Profile

2.1 Date of Incorporation

June 30, 1967

2.2 Company History


Year

Important Events
1967 It was approved to establish Standard Chem. & Pharm. Co., Ltd. with a capital of
NT$500,000. The founder and current chairman, Mr. Chin-Tsai, Fan, took the
development of domestic medicines and the benefit of the people as the
entrepreneurial purpose, and took "Honesty, Integrity, Innovation" as the business
philosophy. And to benefit others and self, combined with the interests of
shareholders, employees, customers and the general public as the operating principle.
1969 Added an inorganic synthesisplant for rawmaterials ofwestern medicine.
1972 Added an injection factory.
1985 Approved bythegovernment as aG.M.P.comprehensivepharmaceutical factory.
1987 Acting as an agent to sell medical equipment and diagnostic reagents of Kyoto
DaiichiScienceCo.,Ltd., Japan.
1988 1. The G.M.P. inspection of animal medicines had passed.
2. The second factory of Standard was built.
1989 1. Won the National Top Ten Outstanding Manufacturers Award.
2. Won the Excellent Taxpayer Award issued by the provincial government.
1991 Increased sales of traditional Chinese medicinepreparations.
1992 1. Cooperated with France's largest pharmaceutical company RHONE-POULENC
RORER for joint marketing to expand the scale of operation.
2. Once again won the National Top Ten Outstanding Manufacturers Award.
3. Won the first Outstanding Industrial Technology Development Award.
1993 1. Won the Award for Institutions with Excellent Labor Conditions issued by the
Labor Committee of the Executive Yuan.
2. The paid-in capital was NT$300 million. Approved by the Securities Management
Committee of the Ministry of Finance as a public offering company.
3. Expansion of preparation factory, scientific traditional Chinese medicine factory
and organic synthesis factory.
1994 1. The preparation factory, scientific Chinese medicine factory and organic synthesis
factory had been expanded and putted into production one after another.
2. Expanded the biotechnology factory and took a big step towards the mass
production of biotechnology products.
3. The Chairman was awarded the "Pharmaceutical Industry Contribution Award" by
the Asian Pharmaceutical Association.
4. Approved by the government as a G.M.P. Chinese medicine factory.
1995 1. Approved by the competent authority, officially listed on the Taiwan Stock
Exchange.
2. The construction of biotechnology factory was completed.
3. The Prime Minister of the Central African Republic visited the factory.
1996 1. The food factory was completed.
2. The special preparation factory started operation.
3. The leading product plan in cooperation between biotechnology factory and
synthesis factory and Industrial Bureau of Ministry of Economic Affairs.
1997 1. 30th anniversary celebration.
2. The special preparation factory was completed.
3. Reinvested in Hexin Development Co., Ltd. and Green Management International
Co.,Ltd.
~6~
Year ImportantEvents
1998 1. Passed the ISO 9001 international quality certification.
2. Won the 6th Industrial Technological Development Excellence Award.
3. The General Manager won the 1998 Excellent Businessman Award of the Republic of
China.
4. Reinvested in Syngen Biotech Co., Ltd. and Chia Scheng Investment Co., Ltd.
1999 1. Won the 1999 National Biotechnology and Healthcare Quality Gold Award.
2. Won the National Top Ten Dedicated Projects and Excellent Institution Award.
3. Won the National Consumer Gold Award.
4.Reinvested in Advpharma Inc.and ZhongshanVentureCapitalCo.,Ltd.
2000 1. The first pharmaceutical factory in the Country to pass the US FDA inspection.
2. Won the National Biotechnology and Medical Quality Overall Gold Award and the
Single Item Silver Award.
3. Won the Ministry of Economic Affairs' Industrial Excellence Award and Employee
Welfare Excellent Unit Award.
4. Reinvested in Hejiakang Enterprise Co., Ltd., Songsheng Technology Co., Ltd., and
Inforight Technology Co., Ltd.
2001 1. Passed the first stage of validation work assessment (cGMP).
2. Omeprazole, an anti-ulcer drug, was the first company in the Country to obtain a US
patent.
3. Received a grant from the Ministry of Health and the Ministry of Economic Affairs
for pharmaceutical technology research and development, and 5 items had won
awards, ranking No.1 among domestic pharmaceutical companies.
2002 1. Once again, received a grant from the Ministry of Health and the Ministry of
Economic Affairs for pharmaceutical technology research and development, the
Bronze Award in the pharmaceutical category and the Bronze Award in the
manufacturing technology category.
2. Passed the second stage of validation work assessment (cGMP).
3. GMP evaluation of API factory.
4. Reinvested in SYN-TECH Chem. & Pharm. Co., Ltd.
2003 1. Won the 2003 National Biotechnology and Medical Quality Award - the Overall
Pharmaceutical Factory Category.
2. Won the Pharmaceutical Technological Research and Development Award and the
Manufacturing Technology Gold Award.
3. Reinvested in Gaosheng Pharmaceutical Co., Ltd., NTU Innovation Incubation Co.,
Ltd., and NCKU Venture Capital Co., Ltd.
2004 1. Felodipine, the antihypertensive drug, won the US patent.
2. Won the third Pharmaceutical Technological Research and Development Award -
Manufacturing Technology Gold Award.
3. Won the 2004 National Defense Industry Training and Reserve System as an
Excellent Unit.
4. Pass the third stage of validation work evaluation (cGMP), and fully complete the
validationwork of cGMP drugs.
2005 1. Awarded as a model of the pharmaceutical industry by the Ministry of Economic
Affairs and the Department of Health.
2. Won the 13th Industrial Technological Development Award of the Ministry of
Economic Affairs-Excellent Innovative Enterprise Award.
3. STANDARD food production line passed the 2005 food GMP certification.
4. Reinvested in Oni Global (Taiwan) Co., Ltd.
2006 1. Felodipine oral sustained release drug has obtained the patent of the Republic of
China.
2. Fedil/Weikuol/Anminyi products have obtained the National Quality Mark
Certification of the Health Policy Council.
3. Weikuol was awarded the National Quality Bronze Award by the Health Policy
~7~
Year ImportantEvents
Council.
4. Fedil was awarded the National Quality Gold Award by the Health Policy Council.
5. Changlijing Sustained Release Capsules was awarded the Pharmaceutical Technology
Research Silver Award by the Department of Health.
2007 1. Won the 2007 Enterprise Digital Learning Service Quality Award.
2. Awarded the 2007 Industry Learning Network Best Enterprise Application Award.
3. Healthy Perfect Score Pearl Grass Antrodia Herbal Essence/Jiansheng Anminyi
Herbal Enhanced Formula products had obtained the 2007 National Quality Mark
Certificate in the category of nutritional and health food.
4. Shunyale Sustained Release Tablets 5 KM/Shuzhi Tablet products had obtained the
2007 National Quality Mark Certificate of Western Medicine Category - Prescription
Drug Group.
2008 1. Won the 2008 Quality Gold Medal Award for assisting corporate human resources in
improving the quality training of individual plans.
2. The product of Shutong Xiaore Injection had obtained the 2008 National Quality
Mark of Western Medicine-Prescription Drug Group.
2009 1. Won the "Training Excellence Award" of the large-scale enterprise group in the
Yunjiannan area of the "Charge Now Project" in 2009.
2. Passed the Excellent Manufacturing Practice (PIC/S) GMP standard of the
Department of Health, Executive Yuan.
3. Reinvested in Souriree Biotech & Pharm.Co., Ltd., Standard Pharmaceutical Co.,
Ltd., Standard Chem. & Pharm. Philippines, Inc.
2010 1. The second factory had passed PIC/S GMP certification.
2. Reinvested in Healthy Life International Co., Ltd., Multipower Enterprise Corp., and
reinvested in Jiangsu Standard Biotech Pharmaceutical Co., Ltd. in mainland China
through Samoa, the third place.
2011 1. Passed the dual systems of international certification of ISO14001 and
OHSAS18001.
2. The first factory had passed PIC/S GMP certification.
3. Reinvested in sub-subsidiary Jiangsu Standard-Dia Biopharma Co., Ltd. in mainland
China.
4. Subsidiary Souriree Biotech & Pharm.Co., Ltd. passed PIC/S GMP certification.
2012 1. Passed the PIC/S follow-up factory inspection by Taiwan Food and Drug
Administration.
2. Won the Taiwan Food and Drug Administration GDP Excellent Distribution Practice
for Drugs.
3. Sell 100% equity of Oni Global (Taiwan) Co., Ltd.
2013 1. Subsidiary Healthy Life International Co., Ltd. merged with WE CAN MEDICINES
CO., LTD.
2. Shortlisted manufacturers of the first Taiwan Mittelstand Enterprise.
3. Won the top three domestic benchmark enterprises in the pharmaceutical category.
4. "Azosin S.R. Tab." won the Bronze Medal of Pharmaceutical Technology Research
and Development Award.
5. Subsidiary Syngen Biotech Co., Ltd. had been approved by the competent authority
as a public offering company.
6. Passed the follow-up factory inspection of the US FDA preparations and raw
materials (zero 483).
7. Raw materials vertically integrated drug for rare disease was sent to the US ANDA.
8. Obtained the patent of the sustained-release tablet manufacturing device with
laser-formed drug release holes (Republic of China Patent No. M452771).
9. Received the subsidy from the Ministry of Economic Affairs of the "Pharmaceutical
Industry's Production, Marketing, Logistics and Logistics Service Promotion Plan".
2014 1.The stock of the subsidiary Syngen BiotechCo.,Ltd. was listed.
~8~
Year ImportantEvents
2. Won the 2nd Key Counseling Object of Potential Taiwan Mittelstand Enterprise by
the Ministry of Economic Affairs.
3. Won the 2014 Outstanding Biotechnology Industry Award - Outstanding
Biotechnology Industry Gold Award.
4. Passed the review of A+ enterprise innovation research and development quenching
plan by the Ministry of Economic Affairs.
5. Obtained the authorization from the original Japanese factory to manufacture Erispan
raw materials and preparations for psychiatric drugs in Taiwan, and successfully
vertically integrated.
6. Ranked in the first Corporate Governance Evaluation among the top 6~20% of listed
companies.
2015 1. Received the honor of "Operation Benchmark Enterprise" in the field of
pharmaceuticals in 2015 assessed by the Health Policy Association.
2. Obtained the approval of the US ANDA item for diabetes drug and shipped to the
United States.
3. Won the 2015 CommonWealth Magazine Little Giant CSR Corporate Citizenship
Award.
4. Ranked among the top 6~20% of listed companies in the 2ndCorporate Governance
Evaluation.
2016 1. Obtained the agency sales right and import approval of Latuda, a new psychiatric
drug from the original Japanese factory, in Taiwan.
2. The stock of the subsidiary Syngen Biotech Co., Ltd. was listed on the OTC.
3. Received the 2016 CommonWealth Magazine Mid-Tier Enterprises CSR Corporate
Citizenship Award.
4. Ranked among the top 6~20% of listed companies in the 3rdCorporate Governance
Evaluation.
5. Pass the TFDA first/second factory GDP inspection.
2017 1. Tamlosin D Tablets 0.2mg won the 16thPharmaceutical Technology Research Silver
Medal Award in the drug category.
2. Passed follow-up factory inspection by US FDA.
3. Ranked among the top 21~35% of listed companies in the 4thCorporate Governance
Evaluation.
2018 1. Awarded the "Healthy Workplace Certification - Healthy Startup Label" by the
National Health Administration of the Ministry of Health and Welfare.
2. In July, the preparation factory and API factory passed the Japanese PMDA GMP
inspection.
3. Ranked among the top 21~35% of listed companies in the 5thCorporate Governance
Evaluation.
2019 Ranked among the top 21~35% of listed companies in the 6thCorporate Governance
Evaluation.
2020 1. Passed the international certification of ISO 14001 & ISO 45001.
2. Won the 2020 CommonWealth Magazine Little Giant CSR Corporate Citizenship
Award.
3. Co-Midis Tablets 80/5 mg won the 19thPharmaceutical Technology Research and
Development Award - Manufacturing Technology Gold Award.
4. Won the 2020 Sports Promoter Award-Gold Award in Promotion Category.
2021 1. Won the 2021 Outstanding Biotechnology Industry Award - Gold Award.
2. Merge SYN-TECH Chem. & Pharm. Co., Ltd into consolidated entity of the group.
2022 Tamlosin prolonged release tablets 0.4mg received the National Drug Technology
Research and Development Award - Manufacturing Technology Category Bronze
Award.
~9~

III. Corporate Governance Report

3.1 Organization

(1) Organizational Chart

Organizational Chart of Standard Chem. & Pharm. Co., Ltd.

==> picture [787 x 317] intentionally omitted <==

~10~

(2) Major Corporate Functions

Department Functions
Audit Office Responsible for auditingthe implementation of the Company's internal control system.
Legal Affairs
Office

Responsible for the drafting, creation, review, modification and management of legal
documents inside and outside the Company.
General
Manager
Office
Responsible for formulating and revising the Company's mission, vision, goals,
business philosophy, corporate culture and system solutions for cross-functional
departments to enhance the Company's overall competitiveness; integrate, supervise and
control the Company's various cross-functional projects to achieve strategic or key goal
project work plan. There are business planning group and project management group
under it.
Business
Planning
Team
Responsible for the Company's overall, prospective, progressive, and developmental
planning, inspection, and revision, etc. matters; operation and management of
reinvested companies.
Project
Management
Team
Responsible for the promotion, coordination, follow-up, etc. of cross-departmental
affairs, and form a task force according to the needs of the task; supervise and manage
annualplanexecution.
Occupational
Safety Office
Responsible for promoting and supervising OHSAS18001 and TOSHMS occupational
safety andhealth management systemofthe Company.
Management
Dept.
Responsible for the Company's general affairs and materials related matters, ensuring
compliance with environmental protection regulations, internal environmental risk
assessment and management, human resource management and human resource
development, and responsible for promoting and supervising the Company's ISO14001
environmental management system.
Carry out maintenance, improvement and calibration management of QC, RD, synthesis
equipment, public equipment and machines, etc., in order to reduce maintenance costs,
improve production efficiency, and extend the service life and proper rate of machines
and facilities.
Finance
Dept.
Responsible for corporate governance matters, investor relations, M&A and strategic
alliance evaluation planning, subsidiary supervision matters, capital planning of the
Company and its subsidiaries, planning, scheduling, and utilization of long-term and
short-term funds of the Company, analysis of accounting management statements, and
establishment and implementation of tax planning and financial policies to assist the
management in decision-makingand improvement.
IT Section Planning, implementation, maintenance and improvement of the Company’s
information systems.
Business
Management
Office
Business transaction risk management is responsible for handling customer orders,
delivery management, business data statistics operations/analysis and other sales affairs
management.
Corporate
Training
Dept.
Responsible for formulating business systems and planning and implementing
marketing strategies to facilitate business promotion and the motivation of staff.
Sales I Dept. Responsible for formulating the business policies of each district and expanding clinics
across the province (domestic), and the product market of western medicine dispensed
by pharmacies to improve operationalperformance.
Sales II Dept. Responsible for the development and operation of product sales and introduction of new
products in medium and large hospitals and domestic medical centers.
Sales III
Dept.
Responsible for the development and operation of domestic and foreign health food
markets, product design, marketing planning, and responsible for the training of sales
representatives in various regions, operating channels and managing customer
relationships.
~11~
Department Functions
And use information technology, network community public relations to integrate the
relevant resources of "Affiliated Enterprises", responsible for the development and
operation of sales and customer relationship management of the mobile commerce and
e-commerce,in order to achieve the department'sgoals.
International
Business I
Dept.

Responsible for the development of export markets for existing items in Southeast Asia
and Asia (excluding Japan and mainland China); collecting, analyzing and evaluating
industry trends and expanding sales and operation management of regional markets to
achieve departmentalgoals.
International
Business II
Dept.

Responsible for the development of export markets for existing items in Japan,
mainland China, and Europe and the United States; collecting, analyzing and evaluating
industry trends and expanding sales and operation management of regional markets to
achieve departmental goals. It is also responsible for the agency/OEM of original
factories or special items in Japan, mainland China, and Europe.
Evaluate products for international markets that can be put into vertically integrated
development.
Production
Dept.
Responsible for the production and manufacturing of various pharmaceutical dosage
forms.
Engineering
Section.
Execution of QC, RD equipment, utility equipment, and machinery maintenance and
improvement, calibration management, to reduce maintenance costs, improve
production efficiency, and extend the service life and reliability of machines and
facilities.
Quality
Control
(QC) Dept.
Understand the relevant laws and regulations of quality control and industry trends,
gain insight into future trends, and formulate response plans; in accordance with the
regulations of domestic and foreign pharmaceutical authorities, implement quality
control-related documents and records management, environment, equipment
maintenance/calibration, quality testing and other laboratory control matters.
Factory Dept. Responsible for procurement of raw materials, inventory management and production
management of rawmaterials andfinished products, etc.
Quality
Assurance
(QA)Dept.
Establish and ensure the effectiveness of the quality system operation to meet the
requirements of GMP regulations; meet customer needs to improve customer
satisfaction.
R&D Dept. Comply with the relevant laws and regulations of the environmental safety and health
management system and drug administration, and be responsible for formulating the
research and development strategy and direction of new western medicine products,
new product research and development, new product outsourcing development and new
technology evaluation transfer, process scale-up and assisting in the search of western
medicine research and development items , process improvement and participation in
evaluation and introduction of new materials, management and R&D of ANDA items,
and other implementation matters.
Medical
Services
Office
Comply with the relevant laws and regulations of the environmental safety and health
management system and drug administration to implement the planning and execution
of the research and development product Pilot BE, BE and clinical bioavailability test;
planning and execution of clinical trial cases for hospital-purchased drugs after the drug
is marketed.
~12~

3.2 Information Regarding Directors, Supervisors, General Managers, Deputy General Managers, Assistant Managers, Heads of Departments and Branches

(1) Directors and Supervisors

Departments and Branches
(1) Directors and Supervisors
Departments and Branches
(1) Directors and Supervisors
Departments and Branches
(1) Directors and Supervisors
Departments and Branches
(1) Directors and Supervisors
Departments and Branches
(1) Directors and Supervisors
Departments and Branches
(1) Directors and Supervisors
A. List of Directors Date of Data: April 21,2023
Title Nationality
Name
Gender
Age
Date
Elected
Tern
(year)
Date
First
Elected
Shareholding When
Elected
Current
Shareholding
Spouse & Minor
Shareholding

Shareholding
by Nominee
Arrangement
Experience
(Education)
Other
Position
Executives, Directors or
Supervisors Who Are Spouses
or Within Two Degrees of
Kinship
Note
Shares % Shares % Shares % Shares
%
Title Name Relation
Chairman ROC Fan Dao Nan
Foundation
Male
51~60
August
24,2021
3 May
28,1997


5,523,881

3.09

5,523,881
3.09 -
-

-

-

MS in Computer
Science,
University of
California, USA
General Manager
of SCPC
Note 1 Director
Director
Chin-Tsai,
Fan
Tsuey-
Wen, Yeh
Father
Spouse
(Note 8)
(Note 9)
Representative:
Tzu-Ting, Fan
11,766,604
6.58
9,124,669 5.11
-

-
Director ROC Chin-Tsai, Fan Male
81~90
August
24,2021
3 June
30,1967

20,786,813
11.63 20,786,813 11.63 14,584,781 8.16
-

-

Department of
Pharmacy,
National Taiwan
University
Chairman of
SCPC
Note 2 Chairman
Director
Tzu-Ting,
Fan
Tsuey-
Wen, Yeh
Son
Father-
in-law
(Note 10)
Director ROC Yuan-Teh, Lee Male
81~90
August
24,2021
3 June
06,2012


-

-

-

-

-

-

-

-

Bachelor of
Medicine,
National Taiwan
University School
of Medicine
Doctor of
Medicine, Tokyo
Medical
University, Japan
Clinical Fellow in
Cardiology,
University of
Washington
Hospital, Seattle,
USA
President of
National Taiwan
University
Hospital
Note 3 None None None
Director ROC Tsuey-Wen, Yeh Female
61~70
August
24,2021
3 May
29,2002


9,094,669

5.09

9,124,669

5.11
11,766,604 6.58
-

-

Department of
Accounting, Shih
Chien University
Note 4 Director
Chairman
Chin-Tsai,
Fan
Tzu-Ting,
Fan
Father-
in-Law
Spouse
~13~
Title Nationality
Name
Gender
Age
Date
Elected
Tern
(year)
Date
First
Elected
Shareholding When
Elected
Shareholding When
Elected
Current
Shareholding
Current
Shareholding
Spouse & Minor
Shareholding
Spouse & Minor
Shareholding

Shareholding
by Nominee
Arrangement

Shareholding
by Nominee
Arrangement
Experience
(Education)
Other
Position
Executives, Directors or
Supervisors Who Are Spouses
or Within Two Degrees of
Kinship
Executives, Directors or
Supervisors Who Are Spouses
or Within Two Degrees of
Kinship
Executives, Directors or
Supervisors Who Are Spouses
or Within Two Degrees of
Kinship
Note
Shares % Shares % Shares % Shares % Title Name Relation
Independent
Director
ROC Hwei-Jiung,
Wang
Male
71~80
August
24,2021
3 June
20,2018


-

-

-

-

-

-

-

-

Academician of
Academia
Sinica/Winner of
the 2017
Presidential
Science Award
Vice President of
Academia Sinica
Distinguished
Researcher and
Guest Lecture,
Institute of
Biochemistry,
Academia Sinica
Note 5 None None None
Independent
Director
ROC Lin-Yu, Li Female
71~80
August
24,2021
3 June
16,2015


-

-

-

-

30,000
0.02
-

-

Department of
Cooperative
Economics, Feng
Chia University
Note 6 None None None
Independent
Director
ROC Shao-Zong, Liu Male
71~80
August
24,2021
3 August
24,2021


-

-

-

-

-

-

-

-

PhD in Electrical
Engineering,
University of
California, Irvine
Chairman and
General Manager
of Advanced
Analog
Technology
Note 7 None None None
  • Note 1 Tzu-Ting, Fan Concurrently serving as General Manager of the Company; the representative of the corporate director of Chia Scheng Investment, Standard Pharmaceutical (Samoa), Standard

  • Chem. & Pharm. Philippines (Philippines), Inforight Technology, Multipower Enterprise, Jiangsu Standard Biotech Pharmaceutical, Jiangsu Standard-Dia Biopharma, Shanghai Standard Pharmaceuticals, Taiwan Biosim, Syngen Biotech, Souriree Biotech, SYN-TECH, Hexin Development, GeneFerm Biotechnology, and Ho Yao Biopharm.

  • Note 2 Chin-Tsai, Fan Concurrently serves as the Chairman of the Fan Dao nan Foundation; the representative of the corporate director of Advpharma Inc., Syngen Biotech, and CNH.

  • Note 3 Yuan-Teh, Lee Concurrently serves as a professor at the School of Medicine, National Taiwan University, Director of the Internal Medicine Department of National Taiwan University Hospital, and Chairman of Yida International.

  • Note 4 Tsuey-Wen, Yeh Concurrently as the supervisor of Sun You Biotech, Souriree Biotech, Multipower Enterprise, Taiwan Biosim, and Ho Yao Biopharm; director of We Can Medicines.

  • Note 5 Hwei-Jiung, Wang Concurrently serving as the Independent Director of Lin Bio Science, Inc., Supervisor of AcusMu Medtech Co., Ltd.; Convener of the Mergers and Acquisitions Special Committee of the Company.

  • Note 6 Lin-Yu, Li Concurrently serves as the convener of the Audit Committee and the Remuneration Committee of the Company.

Note 7 Shao-Zong, Liu Concurrently serving as Chairman of Moer Solutions Co., Ltd.

  • Note 8 At present, the Chairman and General Manager are the same person, who has accumulated rich resources and extensive experience in the industry and is well aware of the Company's operational status which can enhance the efficiency of disseminating the resolutions and the execution of decisions from the board. The Company has an Audit Committee, which not only defines the responsibilities but also strengthens the management function of the board. In addition to planning to increase the number of independent directors, more than half of the board members are not concurrently employees or executives, which can enhance the mechanism of supervision and power balancing, and reduce the centralization of power caused by the chairman who also serving as the general manager, thus avoiding loss of objectivity and oversight.
~14~

Note 9: Tzu-Ting, Fan, the representative of Fan Dao nan Foundation, served as the newly appointed chairman on 14[th] March, 2023. Note 10: Chin-Tsai, Fan resigned as chairman of the board on 14[th] March, 2023.

B. Major Shareholders of the Institutional Shareholders

Name of Institutional Shareholders Major Shareholder of Institutional Shareholders
Fan Dao Nan Foundation Chin-Tsai, Fan (100%)
~15~

C. Information Disclosure of Directors' Professional Qualifications and Independent Directors' Independence

Criteria
Name

Professional Qualifications and Experience
Status of Independence Number of Other Public
Companies in Which the
Individual is Concurrently
Serving as an Independent
Director
Fan Dao Nan Foundation N/A N/A












-
Representative:
Tzu-Ting, Fan
⚫ Have the work experience required by the Company's
business
⚫ General Manager of Standard Chem. & Pharm.
⚫ Chairman of Standard Chem. & Pharm
⚫ None of the items listed in Article 30 of the Company Act
-
Chin-Tsai, Fan ⚫ Professional and technical personnel who have passed the
national examination and obtained certificates required by
the Company's business
⚫ Have the work experience required by the Company's
business
⚫ Department of Pharmacy, National Taiwan University
⚫ General Manager of Standard Chem. & Pharm.
⚫ Chairman of Standard Chem. & Pharm.
⚫ None of the items listed in Article 30 of the Company Act
-
Yuan-Teh Lee ⚫ Have the qualifications of lecturer or above in public and
private colleges and universities in related departments
required by the Company's business
⚫ Professional and technical personnel who have passed the
national examination and obtained certificates required by
the Company's business
⚫ Have the work experience required by the Company's
business
⚫ Bachelor of Medicine, National Taiwan University School
of Medicine
⚫ Doctor of Medicine, Tokyo Medical University, Japan
⚫ Clinical Fellow in Cardiology, University of Washington
Hospital, Seattle, USA
⚫ President of National Taiwan University Hospital
⚫ Director of Standard Chem. & Pharm.
⚫ None of the items listed in Article 30 of the Company Act
-
Tsuey-Wen, Yeh ⚫ Have working experience in business, legal affairs, finance,
accounting or the work experience required by the
Company's business
⚫ Department of Accounting, Shih Chien University
-
~16~
Criteria
Name

Professional Qualifications and Experience
Status of Independence Number of Other Public
Companies in Which the
Individual is Concurrently
Serving as an Independent
Director
⚫ Supervisor of Standard Chem. & Pharm.
⚫ Director of Standard Chem. & Pharm.
⚫ None of the items listed in Article 30 of the Company Act
Hwei-Jiung, Wang ⚫ Have the qualifications of lecturer or above in public and
private colleges and universities in related departments
required by the Company's business
⚫ Have the work experience required by the Company's
business
⚫ Academician of Academia Sinica/Winner of the 2017
Presidential Science Award
⚫ Vice President of Academia Sinica
⚫ Distinguished Researcher and Guest Lecture, Institute of
Biochemistry, Academia Sinica
⚫ Independent Director of Standard Chem. & Pharm.
⚫ None of the items listed in Article 30 of the Company Act





⚫ Independent director, his spouse and his relatives within
the second degree are not directors, supervisors or
employees of the Company or other affiliated companies;
does not hold shares in the Company; not serving as a
director, supervisor or employee of a company that has a
specific relationship with the Company.
⚫ In the last 2 years, there has been no remuneration for
providing business, legal, financial, accounting and other
services of the Company or other affiliated enterprises.







1
Lin-Yu, Li ⚫ Have working experience in business, legal affairs, finance,
accounting or the work experience required by the
Company's business
⚫ Department of Cooperative Economics, Feng Chia
University
⚫ Independent Director of Standard Chem. & Pharm.
⚫ None of the items listed in Article 30 of the Company Act



⚫ Independent director, his spouse and his relatives within
the second degree are not directors, supervisors or
employees of the Company or other affiliated companies;
the spouse of the independent director holds 30,000 shares
(0.02%) of the Company's shares, and the rest do not hold
the Company's shares; not serving as a director, supervisor
or employee of a company that has a specific relationship
with the Company.
⚫ In the last 2 years, there has been no remuneration for
providing business, legal, financial, accounting and other
services of the Company or other affiliated enterprises.








-
Shao-Zong, Liu ⚫ Have working experience in business, legal affairs, finance,
accounting or the work experience required by the
Company's business
⚫ Chairman and General Manager of Advanced Analog
Technology
⚫ Independent Director of Standard Chem. & Pharm.
⚫ None of the items listed in Article 30 of the Company Act



⚫ Independent director, his spouse and his relatives within
the second degree are not directors, supervisors or
employees of the Company or other affiliated companies;
does not hold shares in the Company; not serving as a
director, supervisor or employee of a company that has a
specific relationship with the Company.
⚫ In the last 2 years, there has been no remuneration for
providing business, legal, financial, accounting and other
services of the Companyor other affiliated enterprises.







-
~17~
  • D. Diversification and Independence of the Board of Directors

  • (a) Diversification of the Board of Directors

According to Article 20 of the Corporate Governance Best Practice Principles, the composition of the Board of Directors should focus on gender equality and generally have the knowledge, skills and accomplishments necessary to perform their duties. The current directors of the Company have rich experience and expertise in the fields of industry, commerce and management. The relevant implementation is as follows. The Company also pays attention to gender equality in the composition of the Board of Directors. The target ratio of female directors is more than 25%. Currently, there are 7 directors, including 2 female directors, with a ratio of 28.6%.

Diversification
Core
Item
Name



Nationality
Gender Concurrent
Employees
of the
Company

Age

Age
Independent Director
Tenure
Independent Director
Tenure
Industrial Experience Industrial Experience Industrial Experience Professional Ability Professional Ability Professional Ability
51 ~ 60 Over 60 Under 3
Years
3~9 Years Medicine
Related
International
Market View
Management Finance &
Accounting
Related
IT Risk
Management
Tzu-Ting,
Fan
ROC Male V V V V V V V V
Chin-Tsai,
Fan
ROC Male V V V V V V V
Yuan-Teh
Lee
ROC Male V V V V
Tsuey-Wen,
Yeh

ROC
Female V V V V V
Hwei-Jiung,
Wang

ROC
Male V V V V V
Shao-Zong,
Liu
ROC Male V V V V V V V
Lin-Yu, Li ROC Female V V V V V

(b) Independence of the Board of Directors

The current Board of Directors of the Company has 7 members, including 3 independent directors (accounting for 42.86% of all directors), and the number of independent directors exceeds one-third of all directors; there is one director with employee status (accounting for 14.29% of all directors), which is less than one-third of the number of directors. The members of the board except for Tzu-Ting, Fan and Chin-Tsai, Fan, who are father and son; and Tzu-Ting, Fan and Tsuey-Wen, Yeh, who are spouses, there are no incidents in items 3 and 4 of Article 26-3 of the Securities and Exchange Act between directors and independent directors. For the independence of the Company's Board of Directors, please refer to pages 16-17 of this annual report - Information Disclosure of Directors' Professional Qualifications and Independent Directors' Independence.

~18~

(2) Information on General Manager, Deputy General Manager, Director, Heads of Departments and Branches

Date of Data: April 21,2023 Date of Data: April 21,2023 Date of Data: April 21,2023 Date of Data: April 21,2023
Title Nationality
Name
Gender Date
Elected
Current
Shareholding
Spouse & Minor
Shareholding
Shareholding by
Nominee
Arrangement
Experience
(Education)
Other
Position
Managers Who are
Spouses or within Two
Degrees of Kinship
Note
Shares % Shares % Shares Title Title Name Relation
General
Manager
ROC Tzu-Ting,
Fan
M June
18,2008
11,766,604 6.58 9,124,669 5.11 - - MS in Computer Science,
University of California,
USA
Note 1 None None None Note 4
Deputy
General
Manager
ROC Wei-Ren,
Chen
M April
1,2001
55,697 0.03 1,382 - - - Ph.D. in Business
Administration, Chang
JungChristian University
Note 2 None None None
Associate ROC Shu-Hui,
Hsu
F November
3,2020
- - - - - - Ph.D., School of
Pharmacy, Kaohsiung
Medical University
None None None None
Associate ROC Bing-Qin,
Huang
F May
4,2021
- - - - - - Chia Nan College of
Pharmacy (now Chia Nan
University of Pharmacy &
Science)
None None None None
CFO ROC Jui-Hung,
Hsu
M July
16,2019
- - - - - - Master of Accounting,
University of Waterloo,
Canada
Department of
Accounting, Institute of
Insurance, National
Chengchi University
None None None None Note 5
CFO ROC Chin-Wen
, Chang
M April
1,2023
Master of Chung Hsing
University of
Accountancy
Note 3 None None None Note 6

Note 1 Tzu-Ting, Fan - Concurrently serving as General Manager of the Company; the representative of the corporate director of Chia Scheng Investment, Standard Pharmaceutical (Samoa), Standard Chem. & Pharm. Philippines (Philippines), Inforight Technology, Multipower Enterprise, Jiangsu Standard Biotech Pharmaceutical, Jiangsu Standard-Dia Biopharma, Shanghai Standard Pharmaceuticals, Taiwan Biosim, Syngen Biotech, Souriree Biotech, SYN-TECH, Hexin Development, GeneFerm Biotechnology, and Ho Yao Biopharm.

Note 2 Wei-Ren, Chen - Concurrently serving as Chairman and General Manager of Syngen Biotech; the representative of the corporate director of Souriree Biotech, Multipower Enterprise, GeneFerm Biotechnology, Director of Medigen Vaccine Biologics; General Manager of Jiangsu Standard Biotech Pharmaceutical; Deputy Chairman of Jiangsu Standard-Dia Biopharma, Supervisor of We Can Medicines and Taiwan Drug Relief Foundation; Adviser to the Executive Yuan Honorary; Chairman of the Taiwan Pharmaceutical Industry Association, Chairman of the Taiwan Health and Nutritional Food Industry Association, Chairman of the Taiwan Biotechnology Industry Alliance, Executive Director of Taiwan Pharmaceutical Manufacture and Development Association, and National Innovation and Entrepreneurship Association.

Note 3 Chin-Wen, Chang Concurrently serving as the representative of the corporate director of Ho Yao Biopharm.

Note 4 The current chairman and general manager of the Company has accumulated rich resources through long-term dedication to the industry, and is familiar with the Company's

~19~

operational status, which can enhance the efficiency of decision-making and policy implementation by the Board of Directors. The Company has an Audit Committee, which not only defines its responsibilities but also strengthens the management function and oversight of the Board of Directors. In addition to plans to increase the number of independent directors, the majority of the Board of Directors are not concurrently serving as employees or managers, which can strengthen the mechanism of supervision and checks and balances, and reduce the concentration of power caused by the chairman also serving as general manager, thereby avoiding the loss of objectivity and supervision power. Note 5: Jui-Hung, Hsu resigned on April 1, 2023.

Note 6: Chin-Wen, Chang was newly appointed on April 1, 2023.

3.3 Remuneration Paid to Directors, Supervisors, General Manager and Deputy General Manager in the Most Recent Year (1) Remuneration of General Directors and Independent Directors

Unit NT$ thousands

Title Name Remuneration of Director Remuneration of Director Remuneration of Director Remuneration of Director Remuneration of Director Remuneration of Director Remuneration of Director Remuneration of Director (A+B+C+D) to Net
Income (%)
(A+B+C+D) to Net
Income (%)
Relevant Remuneration Received by Di Relevant Remuneration Received by Di Relevant Remuneration Received by Di Relevant Remuneration Received by Di rectors Who Are Also Employees rectors Who Are Also Employees rectors Who Are Also Employees rectors Who Are Also Employees Ratio of Total
Compensation
(A+B+C+D+E+F+G)
toNet Income
Ratio of Total
Compensation
(A+B+C+D+E+F+G)
toNet Income
Remuneration
from Ventures
other than
Subsidiaries or
from the Parent
Company
Compensation (A) Remuneration
Paid(B) (Note 1)
Directors
Compensation
(C)(Note 2)
Allowances (D) Salary, Bonuses, and
Allowances (E)
Remuneration Paid(F)
(Note 1)
Employee Compensation (G)
(Note 2)
The
Company
All
Companies
in the
Consolidated
Financial
Statements
The
Company
All
Companies
in the
Consolidated
Financial
Statements
The
Company
All
Companies
in the
Consolidated
Financial
Statements
The
Company
All
Companies
in the
Consolidated
Financial
Statements
The
Company
All
Companies
in the
Consolidated
Financial
Statements
The
Company
All
Companies
in the
Consolidated
Financial
Statements
The
Company
All
Companies
in the
Consolidated
Financial
Statements
The Company All Companies in the
Consolidated
FinancialStatements
The
Company
All
Companies
in the
Consolidated
Financial
Statements

Cash
Amount
Stock
Amount
Cash
Amount
Stock
Amount
Director Chairman Fan Dao
Nan
Foundation
3,569 3,569 - - 1,710 1,710 190 190 5,469
0.67%
5469
0.67%
4,459 4,459 108 108 22 - 22 - 10,058
1.23%

10,058
1.23%

100
Representative Tzu-Ting,
Fan
Director Chin-Tsai,
Fan
Director Yuan-Teh
Lee
Director Tsuey-Wen,
Yeh
Independent
Director
Independent
Director
Hwei-Jiung,
Wang
- - - - 1,300 1,300 240 240 1,540
0.19%
1,540
0.19%
- - - - - - - - 1,540
0.19%

1,540
0.19%
None
Independent
Director
Lin-Yu, Li
Independent
Director
Shao-Zong,
Liu,
1. Please describe the policy, system, standard, and structure of remuneration to independent directors, and the correlation between duties, risk, and time input with the amount of remuneration:
According to the Articles of Incorporation of the Company, the Company shall allocate no more than 3% of the balance to remuneration for directors, if there is any remaining balance after making
status of the year. In addition, the remuneration of directors shall be negotiated by the Remuneration Committee according to the degree of participation in the Company's operations and the value of
usual standards in the industry.
2. In addition to the above remuneration, director remuneration shall be disclosed as follows when received from companies included in the consolidated financial statements in the most recent year
services, such as beingindependent contractors.None.
up losses, according to the profit
their contributions, as well as the
to compensate directors for their

Note 1:Contributions belonging to the expense of retirement pension.

Note 2:The amount for distribution was approved by the Board of Directors on March 14, 2023.

Note 3:Tzu-Ting, Fan, representative of Fan Dao Nan Foundation, was newly appointed as chairman of the Board of Directors on March 14, 2023. Note 4:Chin-Tsai, Fan resigned on March 14, 2023.

~20~

Remuneration Grading Table

Remuneration Grading Table Remuneration Grading Table Remuneration Grading Table Remuneration Grading Table
Range of Remuneration Paid
to Director of the Company
Director name
Total amount of the first four
remunerations (A+B+C+D)
Total amount of the first seven
remunerations(A+B+C+D+E+F+G)
The Company All Companies in
the Consolidated
Financial
Statements
The Company All Companies in
the Consolidated
Financial
Statements
Lower than NT$2,000,000 Tzu-Ting, Fan,
Yuan-Teh Lee,
Tsuey-Wen, Yeh,
Hwei-Jiung, Wang,
Lin-Yu, Li,
Shao-Zong, Liu,
Fan Dao Nan
Foundation
Tzu-Ting, Fan,
Yuan-Teh Lee,
Tsuey-Wen, Yeh,
Hwei-Jiung, Wang,
Lin-Yu, Li,
Shao-Zong, Liu,
Fan Dao Nan
Foundation
Tzu-Ting, Fan,
Yuan-Teh Lee,
Tsuey-Wen, Yeh,
Hwei-Jiung, Wang,
Lin-Yu, Li,
Shao-Zong, Liu,
Fan Dao Nan
Foundation
Tzu-Ting, Fan,
Yuan-Teh Lee,
Tsuey-Wen, Yeh,
Hwei-Jiung, Wang,
Lin-Yu, Li,
Shao-Zong, Liu,
Fan Dao Nan
Foundation
NT$2,000,000 (inclusive)
NT$5,000,000 (exclusive)
Chin-Tsai, Fan Chin-Tsai, Fan Chin-Tsai, Fan,
Tzu-Ting, Fan
Chin-Tsai, Fan,
Tzu-Ting, Fan
Total 8
8

8

8

(2) Remuneration of General Manager and Deputy General Manager

Title Name Salary (A) Salary (A) Remuneration Paid (B)
(Note 1)
Remuneration Paid (B)
(Note 1)
Bonuses and Allowances
(C)
Bonuses and Allowances
(C)
Employee Compensation (D)
(Note 2)
Employee Compensation (D)
(Note 2)
Employee Compensation (D)
(Note 2)
Employee Compensation (D)
(Note 2)
Ratio of Total
Compensation
(A+B+C+D) to Net
Income (%)
Ratio of Total
Compensation
(A+B+C+D) to Net
Income (%)
Remuneration
from Ventures
other than
Subsidiaries or
from the Parent
Company
The
Company
Companies
in the
Consolidated
Financial
Statements
The
Company
Companies
in the
Consolidated
Financial
Statements
The
Company
Companies
in the
Consolidated
Financial
Statements
The Company Companies
in the
Consolidated
Financial
Statements
The
Company
Companies
in the
Consolidated
Financial
Statements
Cash Stock Cash Stock
General
Manager
Tzu-Ting,
Fan
4,493 4,613 329 329 4,131 4,131 41 - 41 - 8,994
1.10
9,114
1.12
100
Deputy
General
Manager
Wei-Ren,
Chen

Note 1 The amount allocated for retirement benefit expenses.

Note 2 The amount for distribution was approved by the Board of Directors on March 14, 2023.

Remuneration Grading Table

Remuneration Grading Table Grading Table
Range of Remuneration Paid to General Manager
and Deputy General Manager of the Company
Name of General Manager and Deputy
General Manager
The Company Companies in the
Consolidated Financial
Statements
Less than NT$2,000,000 - -
NT$2,000,000 (inclusive) ~ NT$5,000,000 (exclusive) Tzu-Ting, Fan,
Wei-Ren, Chen
Tzu-Ting, Fan,
Wei-Ren, Chen
Total 2
2
~21~

(3)The Name of the Manager Who Distributes Employee Remuneration and the Distribution Situation

Situation Situation
UnitNT$ thousands
Title Name Employee
Compensation
- in Stock
Employee
Compensation
- in Cash
(Note 1)
Total Ratio of Total
Amount to Net
Income (%)
Managers General Manager Tzu-Ting, Fan - 77 77 0.01
Deputy General
Manager
Wei-Ren, Chen
Associate Shu-Hui, Hsu
Associate Bing-Qin, Huang
Finance Manager Jui-Hung, Hsu
Finance Manager Chin-Wen,Chang
  • Note 1: The amount for distribution was approved by the Board of Directors on March 14, 2023.

  • Note 2: Jui-Hung, Hsu resigned on April 1, 2023.

  • Note 3: Chin-Wen, Chang was newly appointed on April 1, 2023.

  • (4) Comparing and explaining the analysis of the ratio of total remuneration paid by the Company and by all companies included in the consolidated financial statements for the two most recent fiscal years to the Company's Directors, Supervisors, General Managers and Deputy General Managers to the net income of individual financial reports, and explain the policy, standard and combination of remuneration, procedures for determining remuneration and its relationship with business performance and future risks:

Item The Company The Company Companies in the Consolidated Financial
Statements
Companies in the Consolidated Financial
Statements
Ratio of Total Amount to Net Income (%) Ratio of Total Amount to Net Income (%)
2021 2022 2021 2022
Remuneration of Director 1.55
1.42

1.55

1.42
Remuneration of Supervisor 0.04
-
0.04
-
Remuneration of General
Manager & Deputy General
Manager
1.23
1.10

1.25

1.12
  • A. The Company’s remuneration payment policy for directors is in accordance with Article 26 of the Company's Articles of Incorporation. According to the profit status of the current year (that is, the pre-tax interest which is the interest before deducting the following distribution of employee remuneration and directors remuneration), after making up the losses, no more than 3% of the balance shall be allocated as remuneration for directors. Considering their contribution to the Company's performance and the results of the performance evaluation of the Board of Directors, give reasonable remuneration, which is approved by the Remuneration Committee and reported to the shareholders' meeting.

  • B. Executive Officers' remuneration is handled in accordance with the Company's "Personnel Rules and Regulations" and "Remuneration Measures for Directors and Executive Officers". In addition, the payment of the bonuses is adjusted according to the annual operating performance, contribution to the Company's operating goals, and the performance of the 4 criteria of the individual, and is issued after the resolution of the Remuneration Committee.

  • C. The procedure for determining the remuneration, in addition to referring to the Company's overall operating performance, future business risks and development trends of the industry, will also refer to the individual's performance achievement rate and contribution to the Company's performance to give a reasonable remuneration.

  • D.The Company's annual revenue continues to grow steadily, and the profit is also maintained at a certain level. There is not much difference between the remuneration payment standard and the combination, and there will be no significant risks to the future.

~22~

3.4 Implementation of Corporate Governance

(1) Operating Situation of the Board of Directors

A total of 5 (A) meetings of the Board of Directors were held in the previous period. The attendance of directors was as follows:

Title Name Attendance in
Person (B)
By Proxy Attendance Rate (%)
(B/A)
Note
Chairman Chin-Tsai, Fan 4 1 80%
Director Fan Dao Nan
Foundation
Representative:
Tzu-Ting, Fan
5 - 100%
Director Yuan-Teh, Lee 4 1 80%
Director Tsuey-Wen, Yeh 5 - 100%
Independent
Director
Hwei-Jiung, Wang 5 - 100%
Independent
Director
Lin-Yu, Li 5 - 100%
Independent
Director
Shao-Zong, Liu 5 - 100%
Other mentionable items:
1.
If any of the following circumstances occur, the dates of the meetings, sessions, contents of
motion, all independent directors’ opinions and the Company’s response should be specified: It is
not applicable.
(1) Matters referred to in Article 14-3 of the Securities and Exchange Act: The company has
established an audit committee, which applies to the matters listed in Article 14-5 of the
Securities and Exchange Act. Therefore, this matter does not apply.
(2) Except for the above-mentioned matters, other matters involving objections or expressed
reservations by independent directors that were recorded or stated in writing that require a
resolution by the Board of Directors: None.
2.
The implementation status of the director's avoidance of the motions in conflict of interest:
(1) Lifting the non-competition of the Company's Directors: Mr. Tzu-Ting, Fan, a director of the
Company, was asked to recuse himself from voting because he had an interest in this case and
did not participate in the voting.
(2) Formulating the principles for the distribution of year-end bonuses for the Company’s
Chairman and Executive Officers in 2022: The Company’s Chairman, Mr. Chin-Tsai, Fan and
Director, Mr. Tzu-Ting, Fan, were asked to avoid voting because they involved their own
interests and did not participate in the voting.
3.
Evaluation execution status of the Board of Directors:
The company conducts an annual overall performance evaluation of the Board of Directors and
functional committees. The performance evaluation for the fiscal year 2021 has been completed
in January, 2023. Questionnaires were distributed to each director by the company's Board Office
for self-assessment within the Board of Directors, Audit Committee, and Remuneration
Committee. After completing the self-assessment, the Board Office of the company compiled the
results. The evaluation details are shown in the table below, and all performance assessments
resulted in "excellent." The evaluation results were reported to the Board of Directors on March
14th, 2023.
Evaluation
Cycle
Evaluation
Period
Scope of EvaluationEvaluation
Method
Evaluation Content
Evaluation
Result
Once a
year
January 1,
2022 ~
December
31, 2022.
Board of Directors
Board internal
evaluation
(1) Level of participation in
the Company's operations
(2) Improving the quality of
Board decisions
(3) Composition and structure
of the Board of Directors
(4) Appointment of directors
and their continued
development
(5) Internal control
Excellent
~23~
4. Once a
year
January 1,
2022 ~
December
31, 2022.
Individual directors
Self-assessme
nt by directors

(1) Grasp of the Company's
targets and missions
(2) Understanding of the
director’s role and
responsibilities
(3) Level of participation in
the Company's operations
(4) Management and
communication of internal
relationship
(5) Specialty and continued
development of directors
(6) Internal control

Excellent
Once a
year
January 1,
2022 ~
December
31, 2022.
Audit Committee Internal
self-assessme
nt of the
Audit
Committee
(1) Level of participation in
the Company's operations
(2) Understanding of
Committee Performance’s
role and responsibilities
(3) Improving the quality of
Functional Committee’s
decisions
(4) Composition and member
selection of the Functional
Committee
(5) Internal Control


Excellent
Once a
year
January 1,
2022 ~
December
31, 2022.
Remuneration
Committee
Internal
self-assessme
nt of the
Remuneration
Committee

(1) Level of participation in
the Company's operations
(2) Understanding of
Committee Performance’s
role and responsibilities
(3) Improving the quality of
Functional Committee’s
decisions
(4) Composition and member
selection of the Functional
Committee
(5)InternalControl


Excellent
~24~

Corporate Governance Association to hold a training course on "From CSR to ESG Corporate Management Mindset; Generic Drug Business Related Legal Issues", with a total of 6 hours of training.

  • (2) Operating Situation of Audit Committee or Attendance of Supervisors at Board Meetings

Information on the operation of the Audit Committee:

The Company's Audit Committee was established on August 24, 2021. It is composed of all independent directors, and at least one meeting is held every quarter, and additional meetings may be convened as needed.

A total of 4 (A) Audit Committee meetings were held in the previous period. The attendance of the independent directors was as follows:

Title Name Attendance in
Person (B)
By Proxy Attendance
Rate (%) (B/A)
Note
Independent
Director
Lin-Yu, Li (Note) 4 - 100%
Independent
Director
Hwei-Jiung, Wang 4 - 100%
Independent
Director
Shao-Zong, Liu 4 - 100%
(Note) Lin-Yu, Li is the convener.
Other mentionable items:
1. The main purpose of the Committee's operation is to supervise the following matters:
(1) Fair expression of the Company's financial statements.
(2) The appointment (dismissal) and independence and performance of Certified Public
Accountants.
(3) Effective implementation of the Company's Internal Control.
(4) The Company abides by relevant laws and regulations.
(5) Management and control of the Company's existing or potential risks.
2. The Committee held 4 meetings in 2022, and the matters to be considered mainly include:
(1) Reviewing quarterly and annual financial statements.
(2) Reviewing the annual business report, financial statements, and profit distribution.
(3) Reviewing the allocation ratio of employee and director compensation.
(4) Reviewing the independence and expenses of changing auditors and signing auditors.
(5) Reviewing revisions to internal control systems.
(6) Reviewing revisions to various regulations.
(7) Reviewing the lifting of director and executive non-compete agreements.
(8) Reviewing the buying and selling of securities.
3. In case of any of the following circumstances occur in the operation of the Audit
Committee, the dates of meetings, sessions, contents of motion, independent directors’
objections, reserved opinions or content of major proposals, resolution results of the Audit
Committee and the Company’s response to the Audit Committee’s opinion should be
specified:
(1) Matters referred to in Article 14-5 of the Securities and Exchange Act:
Audit
Committee
Contents of Motion and the Company’s
Response to the Audit Committee’s
Opinion
Independent
Directors’
Objections, Reserved
Opinions or Content
of Major Proposals
The
Resolution
Results of the
Audit
Committee
The 3rd
meeting of
the First-term
March 15,
2022
1. Approved the Company's 2021
Annual Business Report, Individual
Financial Report and Consolidated
Financial Report.
None
All the
present
members had
no objection
and passed
theproposal.
2. 2021 Internal Control System
Effectiveness Assessment and
None
~25~
Internal Control System Statement
of the Company.
3. Lifted the non-competition of the
Company’s directors.
None
4. Remuneration and evaluation of the
appointed auditors' independence
and suitability for the fiscal year
2022 in the Company.
None
The Company's handling of the Audit
Committee's opinion: None.
The 4th
meeting of
the First-term
May 10,
2022
1. Approved the Company’s 2022
Consolidated Financial Statements
for the first quarter.
None All the
present
members had
no objection
and passed
the proposal.
2. Revise the relevant clauses of our
company's "Asset Acquisition or
Disposal Processing Procedure."
None

3. Amended part of the provisions of
the Company's "Operating
Procedures for Lending Funds to
Others".
None
4. Amended part of the provisions of
the Company's "Operating
Procedures for Endorsement
Guarantee", and submitted for
discussion.
None
The Company's handling of the Audit
Committee's opinion: None.
The 5th
meeting of
the First-term
August 2,
2022
1. From the second quarter of 2022,
changed the Company's Certified
Public Accountants and evaluation
of the independence and suitability
of the Certified Public Accountants.
None All the
present
members had
no objection
and passed
the proposal.
2. Approved the Company's
Consolidated Financial Report for
the second quarter of 2022.
None
The Company's handling of the Audit
Committee's opinion: None.
The 6th
meeting of
the First-term
November 1,
2022
1. Approved the Company's
Consolidated Financial Report for
the third quarter of 2022.
None All the
present
members had
no objection
and passed
the proposal.
2. Established the "2023 Internal Audit
Annual Audit Plan"
None

3. Amended the "Internal Audit
System" (including Internal Audit
Regulations, Internal Audit
Implementation Rules, and Internal
Audit Operation Instructions).
None
4.. The appointment of the Company’s
" Corporate Governance Officer".
None
5. Bult the Goods Warehouse Project,
with a total budget of up to NTD
300 million (including).
None
The Company's handling of the Audit
Committee's opinion: None.
~26~
Directors in 2022:
Date Key Points of the Communication Opinions
from the
Independent
Directors
March
15, 2022
1. Summary of Internal Audit Plan Review and Execution
Report for November to December, 2021.
2. Execution Report on Project Audit Plan Check Items for
November to December of 2021.
3. Summary of Internal Audit Plan Review and Execution
Report for January to February, 2022
4. Execution Report on Project Audit Plan Check Items for
January to February of 2022.
5. Report on Self-Assessment of Internal Control System
for 2021 (Including Review Opinion)
6. Summary Report on the Execution of Follow-up and
Improvement Status of Internal Audit Reports for
fourth quarter of 2021.
No
Objections
during This
Meeting
May
10, 2022
1. Summary of Internal Audit Plan Review and Execution
Report for March to April, 2022
2. Execution Report on Project Audit Plan Check Items for
March to April of 2022.
3. Summary Report on the Execution of Follow-up and
Improvement Status of Internal Audit Reports for first
quarter of 2022.
No
Objections
during This
Meeting
August
2, 2022
1. Summary of Internal Audit Plan Review and Execution
Report for May to July, 2022
2. Execution Report on Project Audit Plan Check Items for
May to July of 2022.
3. Summary Report on the Execution of Follow-up and
Improvement Status of Internal Audit Reports for
second quarter of 2022.
No
Objections
during This
Meeting
November
1, 2022
1. Summary of Internal Audit Plan Review and Execution
Report for August to October, 2022
2. Execution Report on Project Audit Plan Check Items for
August to October of 2022.
3. Summary Report on the Execution of Follow-up and
Improvement Status of Internal Audit Reports for the
third quarter of 2022.
No
Objections
during This
Meeting
~27~

amendments on the accounting situation, and the communication is good. In addition to attending the Audit Committee meetings, the accountants are also arranged to communicate with the Audit Committee prior to the commencement of the meetings regarding their scope of work, communication schedule, communication matters with the governance unit, review or audit of operating performance analysis, and briefing on future trends of regulatory amendments, separately with the independent directors.

Summary of Communication between Independent Directors and Accountants in 2022: of Communication between Independent Directors and Accountants in 2022:
Date Key Points of the Communications Opinions from
the Independent
Directors
March
15, 2022
The accountant presented and communicated
regarding the Individual and Consolidated Financial
Reports for 2021
No Objections
during This
Meeting
May
10, 2022
The accountant presented and communicated
regarding the Consolidated Financial Report for the
first quarter of 2022
No Objections
during This
Meeting
August
2, 2022
The accountant presented and communicated
regarding the Consolidated Financial Report for the
second quarter of 2022
No Objections
during This
Meeting
November
1, 2022
The accountant presented and communicated
regarding the Consolidated Financial Report for the
third quarter of 2022
No Objections
during This
Meeting
~28~

“ - (3) Corporate Governance Implementation Status and Deviations from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” and Reasons

Companies”and Reasons
Evaluation Item ImplementationStatus Corporate Governance
Implementation Status and
Deviations from “the
Corporate Governance
Best-Practice Principles
for TWSE/TPEx Listed
Companies” and Reasons
Yes No Abstract Illustration
1.
Does the Company establish and disclose the
Corporate
Governance
Best-Practice
Principles based on “Corporate Governance
Best-Practice Principles for TWSE/TPEx
Listed Companies”?




V
The
Company
has
formulated
the
Corporate
Governance Principles, and the information has been
disclosed
on
Taiwan
Stock
Exchange
Market
Observation Post System and the Company’s website.



No major difference
2.
Shareholding
structure
&
shareholders’
rights
(1) Does the Company establish an internal
operating
procedure
to
deal
with
shareholders’ suggestions, doubts, disputes
and litigations, and implement based on
theprocedure?




V
The Company has established a spokesperson and
acting spokesperson system, which is responsible for
handling shareholders’ suggestions, doubts, disputes
and litigation matters.



No major difference
(2) Does the Company possess the list of its
major shareholders as well as the ultimate
owners of those shares?


V
The Company reports the shares held by directors,
managers, and major shareholders holding more than
10% of the shares on a monthly basis, and grasps
major shareholders according to the register of
shareholders provided by the stock affairs agency.




No major difference
(3) Does the Company establish and execute
the risk management and firewall system
within its conglomerate structure?


V
The finance and business of the Company and its
affiliated companies are operated independently, and
the Company have been formulated the "Management
Measures for Conglomerate, Specific Companies, and
Related Persons" to clarify the management of
personnel, assets and finances with its affiliated
companies.






No major difference
~29~
Evaluation Item Implementation Status Implementation Status Implementation Status Corporate Governance
Implementation Status and
Deviations from “the
Corporate Governance
Best-Practice Principles
for TWSE/TPEx Listed
Companies”and Reasons
Yes No Abstract Illustration
(4) Does the Company establish internal rules
against insiders trading with undisclosed
information?


V
A. The company has established an "Internal Material
Information Processing Procedure" as the basis for
significant information processing and disclosure.
B. The company has set up a website platform for KM
and E-Learning to provide employee education and
training, and periodically conducts physical
courses throughout the company.
B. Quarterly reminders are sent via email to internal
personnel of the company, stating that they are
prohibited
from
engaging
in
closed
and
related-party transactions involving the company's
stocks 30 days prior to the announcement of
annual financial reports and 15 days prior to the
announcement ofquarterlyfinancial reports.












No major difference
3.
Composition and Responsibilities of the
Board of Directors
(1) Does the Board develop and implement a
diversified policy for the composition of
its members?


V
A. The Company has stipulated in the corporate
governance code of practice that the composition
of the Board of Directors should consider
diversity. In addition to paying attention to gender
equality, directors must have the knowledge, skills
and literacy to perform their duties in order to
achieve the ideal goal of corporate governance.
B. For the implementation of the professionalism,
independence and diversity of the Board of
Directors please refer to P13-14, and P16-17.








No major difference
~30~
Evaluation Item Implementation Status Implementation Status Implementation Status Corporate Governance
Implementation Status and
Deviations from “the
Corporate Governance
Best-Practice Principles
for TWSE/TPEx Listed
Companies”and Reasons
Yes No Abstract Illustration
(2) Does the Company voluntarily establish
other functional committees in addition to
the Remuneration Committee and the
Audit Committee?


V The Company has set up a Remuneration Committee
and an Audit Committee in accordance with the law.
Currently, there are no other functional committees,
which will be established in the future depending on
the actualsituation.




It will be established in the
future depending on the
actual situation.
(3) Does the Company establish a standard to
measure the performance of the Board and
implement
it
annually,
and
are
performance evaluation results submitted
to the Board of Directors and referenced
when determining the remuneration of
individual directors and nominations for
reelection?







V
The Company has been approved by the Board of
Directors on March 24, 2020 to formulate the
Performance Evaluation Method of the Board of
Directors, conduct performance evaluation at least
once a year, and report the results of the performance
evaluation to the Board of Directors, in addition to use
it for reference for selection or nomination to
strengthen the operation of the Board of Directors.







No major difference
(4) Does the Company regularly evaluate the
independence of CPAs?

V
A. The Company has established the "CPAs
Appointment
and
Review
Method",
which
evaluates
the
independence
requirements,
independent operation and competency of CPAs
at least once a year (Note1). Starting from 2023,
the company will evaluate each of the five
dimensions in accordance with the Audit Quality
Indicators (AQIs) provided by the appointed CPA
(Note2). The relevant methods have been
disclosed on the Company's website.
B.
The Company confirms that CPAs are not
directors or shareholders of the Company, and
have no other financial interests and business
relationships except for certified and financial and
tax related consultingfees.Their familymembers













No major difference
~31~
Evaluation Item Implementation Status Implementation Status Implementation Status Corporate Governance
Implementation Status and
Deviations from “the
Corporate Governance
Best-Practice Principles
for TWSE/TPEx Listed
Companies”and Reasons
Yes No Abstract Illustration
do not violate their independence, and the rotation
of CPAs is also handled in accordance with
relevant regulations, and the independence
statement issued by CPAs has been obtained.
C.
After the Audit Committee's decision on March
14, 2023, and the Board of Directors' decision on
the same date, which was the most recent
assessment.





4. Does the Company appoint a suitable number
of competent personnel and a supervisor
responsible for corporate governance matters
(including but not limited to providing
information for directors and supervisors to
perform their functions, assisting directors and
supervisors with compliance, handling work
related to meetings of the Board of Directors
and the shareholders' meetings, and producing
minutes of board meetings and shareholders'
meetings)?










V
A. On March 14, 2023, the Company's Board of
Directors passed a resolution appointing Manager
Chin-Wen, Chang from the Finance Department
as the Company's Corporate Governance Officer.
The Company's Finance Department is the
deliberative unit of the Board of Directors,
responsible for matters related to Corporate
Governance, in order to protect the rights and
interests of shareholders and strengthen the
functions of the Board of Directors. Manager
Chin-Wen,
Chang
possesses
experience
in
financial management and decision-making in
publicly traded companies.
B.
The main responsibilities of the Corporate
Governance Officer include formulating and
promoting the Codes of Practice of Corporate
Governance, providing necessary information for
directors to perform their duties, assisting
directors and supervisors to comply with laws and
regulations,
arranging
training
courses
for



















No major difference
~32~
Evaluation Item Implementation Status Implementation Status Implementation Status Corporate Governance
Implementation Status and
Deviations from “the
Corporate Governance
Best-Practice Principles
for TWSE/TPEx Listed
Companies”and Reasons
Yes No Abstract Illustration
directors, handling matters related to the board
meetings
and
shareholders’
meetings
in
accordance with the law, handling company
registration
and
change
registration,
and
producing minutes of board meetings and
shareholders' meetings, etc.
C.
Implementation Status in 2022:
a. Understanding the amendments to corporate
governance
regulations,
providing
improvement
suggestions
for
the
consideration of the Board of Directors, and
assisting in implementation.
b. Assisted directors in performing their duties,
provided necessary information and arranged
trainings matters for directors.
c. Assisted in organizing 5 board’s meetings and
1 shareholder’s meeting, participated in the
discussions and resolutions of various agenda
items during the meetings, and completed the
minutes of the board meetings and shareholder
meetings.
d. Handled the amendment of Securities-related
laws and regulations, and company change
registration, etc.
e. Arrange for directors to get insured " D&O
Insurance" and report the results to the Board
of Directors.
f. Conductinternalperformance evaluations of




















~33~
Evaluation Item Implementation Status Implementation Status Implementation Status Corporate Governance
Implementation Status and
Deviations from “the
Corporate Governance
Best-Practice Principles
for TWSE/TPEx Listed
Companies”and Reasons
Yes No Abstract Illustration
the Board of Directors and functional
committees and report the evaluation results to
the Board of Directors.
D. The status of trainings in 2022 is as follows:
Date
Organizer
Training Course
Training
Hours
November
23, 2022
Taiwan
Corporate
Governance
Association
From
CSR
to
ESG
Corporate Management
Mindset; Generic Drug
Business Related Legal
Issues
6 hours

5.
Does
the
Company
establish
a
communication
channel
and
build
a
designated section on its website for
stakeholders (including but not limited to
shareholders, employees, customers, and
suppliers), as well as handle all the issues
they care for in terms of corporate social
responsibilities?







V
A. The Company has set up spokespersons and
acting spokespersons to establish communication
channels with stakeholders, and their contact
information has been placed on the Company’s
website.
B.
The Company has a special line of 0800, which is
served by dedicated personnel and conducts
questionnaire surveys to customers regularly to
protect the rights and interests of the customers.
C.
The Company has set up a special area for
stakeholders on the Company’s website, and
stakeholders
can
contact
us
through
the
Company’s website. For different stakeholders,
there
are
dedicated
units
responsible
for
responding related issues.












No major difference
6.
Does the Company appoint a professional
shareholder service agency to deal with
shareholder affairs?


V
The Company designates Stock Affairs Agency Dept.
of MasterLink Securities Inc. to deal with shareholder
affairs.


No major difference
~34~
Evaluation Item Implementation Status Implementation Status Implementation Status Corporate Governance
Implementation Status and
Deviations from “the
Corporate Governance
Best-Practice Principles
for TWSE/TPEx Listed
Companies”and Reasons
Yes No Abstract Illustration
7.
Information Disclosure
(1) Does the Company have a corporate website
to disclose both financial standings and the
status of corporate governance?


V
The Company has Chinese and English versions of the
website to disclose the relevant information of
financial business and corporate governance.
Websitewww.standard.com.tw


No major difference
(2) Does the Company have other information
disclosure channels (e.g., building an English
website, appointing designated people to
handle information collection and disclosure,
creating a spokesman system, webcasting
investor conferences)?





V
A.
The Company has Chinese and English versions
of the website to disclose the relevant information
of financial business and corporate governance.
Websitewww.standard.com.tw
B.
The Company has established a spokesman
system and implemented the spokesman system
in accordance with regulations.
C.
The Company has a dedicated person responsible
for the Company's information collection and full
disclosure to meet the needs of the laws and the
investors.
D.
The Company's website has an information area
for
Investor
Conferences,
and
relevant
information will be placed on Taiwan Stock
Exchange Market Observation Post System and
the
Company's
website
simultaneously for
investors to refer to.













No major difference
(3) Does the Company announce and report
annual financial statements within two
months after the end of each fiscal year, and
announce and report Q1, Q2, and Q3
financial statements, as well as monthly
operation results,before theprescribed time





V A. The Company is still unable to achieve the goal of
announcing
and
reporting
annual
financial
statements within two months after the end of
each fiscal year.
B.
The Company announced and reported its
financial statements forQ1, Q2,andQ3,and filed





Continuous improvement
~35~
Evaluation Item Implementation Status Implementation Status Implementation Status Corporate Governance
Implementation Status and
Deviations from “the
Corporate Governance
Best-Practice Principles
for TWSE/TPEx Listed
Companies”and Reasons
Yes No Abstract Illustration
limit? monthly operating status before the prescribed
time limit
8.
Is there any other important information to
facilitate a better understanding of the
Company’s corporate governance practices
(e.g., including but not limited to employee
rights, employee wellness, investor relations,
supplier relations, rights of stakeholders,
directors’ and supervisors’ training records,
the implementation of risk management
policies and risk evaluation measures, the
implementation
of
customer
relations
policies, and purchasing insurance for
directors and supervisors)?











V
A. The Company pays great attention to the rights
and wellness of employees. In addition to setting
up an Employee Welfare Committee to organize
activities to connect employees’ camaraderie, the
Company also provides various allowances and
welfare systems e.g. employee cafeteria, fitness
room, lounge, and breastfeeding room for
employees to use, annual free health check,
transportation, group insurance, performance
bonus, employee travel, gift money for three
festivals, gift money for wedding, scholarships
for employees and their children, gold coins and
prizes for senior employees, subsidies for various
club
activities,
and
funeral
subsidies
for
employees or their family members, etc. This will
allow employees to feel at ease in the workplace
to contribute their own strength.
B.
The Company regularly holds relevant training
courses every year to let employees understand
the latest laws and regulations. The Company also
sets up KM and E-Learning website platforms for
training and publicity of related matters.
C.
The Company launched the Employee Assistance
Program (EAP) in 2020 to provide psychological
and work consultation throughprofessional























No major difference
~36~
Evaluation Item Implementation Status Implementation Status Implementation Status Corporate Governance
Implementation Status and
Deviations from “the
Corporate Governance
Best-Practice Principles
for TWSE/TPEx Listed
Companies”and Reasons
Yes No Abstract Illustration
counselors to reduce the pressure of employees
and help employees and their families solve
various psychological and behavioral problems, to
maintain the physical and mental health of
employees.
D. The Company has an appeal mailbox, a platform
for proposal improvement, and a line@ platform,
which allow employees to have a variety of
smooth appeal channels to reflect suggestions and
opinions related to work and employee care, so
that the Company can understand and improve.
Protect the legal rights of employees and provide
comprehensive care to jointly create a greater
positive development of the Company.
E.
In accordance with relevant regulations, the
Company
regularly
announces
important
information of the Company such as finance,
business, and insiders’ shareholding changes in
Taiwan Stock Exchange Market Observation Post
System, and has established a spokesperson and
acting spokesperson system.
F.
The Company established the procedures of
supplier management to cultivate long-term
relationships on the basis of mutual trust and
mutual benefit, communicate smoothly with
customers
and
suppliers,
and
have
good
relationships.






















~37~
Evaluation Item Implementation Status Implementation Status Implementation Status Corporate Governance
Implementation Status and
Deviations from “the
Corporate Governance
Best-Practice Principles
for TWSE/TPEx Listed
Companies”and Reasons
Yes No Abstract Illustration
G. Every year, the Company invites professionals to
meet the continued development courses for
directors, and requests directors to continue their
development courses. On November 23, 2022, the
Company invited Taiwan Corporate Governance
Association to hold a training course on "From
CSR to ESG Corporate Management Mindset;
Generic Drug Business Related Legal Issues",
with a total of 6 hours of training. All directors
have complied with the implementation points of
training for directors of listed OTC companies.
H. In October 2022, during the tenure of the
directors, the Company has purchased liability
insurance for directors in accordance with the
legal liability for the scope of their business
execution, in order to reduce and disperse the risk
of
major
damages
to
the
Company
and
shareholders caused by directors due to mistakes
or negligence.
I.
The Company's major proposals such as major
policies related to operations, investment projects,
endorsement guarantees, capital loans and bank
financing, etc., have been all evaluated and
analyzed by appropriate responsible departments
and
implemented
in
accordance
with
the
resolutions of the Board of Directors. The audit
office also draws up its annual audit plan based on
theresults of riskassessment and actually

























~38~
Evaluation Item Implementation Status Implementation Status Implementation Status Corporate Governance
Implementation Status and
Deviations from “the
Corporate Governance
Best-Practice Principles
for TWSE/TPEx Listed
Companies”and Reasons
Yes No Abstract Illustration
implements it, in order to implement the
supervision mechanism and establish a sound risk
management operation.
J.
The Company adheres to the business philosophy
of "Honesty, Integrity, Innovation, and the Benefit
of the People", improves the quality of the
products and services, and enables the Company,
employees,
and
customers
to
grow
simultaneously. Continue to work hard to protect
the rights and interests of investors, do a good job
in environmental protection, maintain social
resources, fulfill corporate responsibilities, and
give back to the society.









9.
Please explain the improvements which have been made in accordance with the results of the Corporate Governance Evaluation System
released by the Corporate Governance Center, Taiwan Stock Exchange, and provide the priority enhancement measures.
The Company's 2022 corporate governance evaluation ranks among the top 51-65% of listed companies. In the future, the Company will
givepriorityto improvingand strengtheningthe un-scored indicators.
~39~
(Note1) The standards for assessingthe independence and competence of CPA. (Note1) The standards for assessingthe independence and competence of CPA.
Item 1. Independence requirement review Compliance with
independence
YES NO
(1) The CPA himself/herself, their spouse, and minor children do not have any
investment or financial interest in the company.
V
(2) The CPA himself/herself, their spouse, and minor children do not have any
financial borrowing or lending relationships with the company. However, if
the client is a financial institution and the transaction is within the normal
course of business, it is not subject to this restriction.
V
(3) The CPA firm has not issued any assurance reports on the design or
implementation of the financial information system to ensure its effective
operation.
V
(4) The CPA or members of the auditing service team have not served as
directors, executives, or held positions with significant influence over the
audit engagements of the company, either currently or within the past two
years.
V
(5) The non-audit services provided to the company do not have a direct impact
on significant matters of the audit engagement.
V
(6) The CPA or members of the auditing service team have not promoted or
brokered the company's issued stocks or other securities.
V
(7) Except for services permitted by laws and regulations, the CPA or members
of the auditing service team have not acted as legal representatives or
defended the company in legal cases or other disputes with third parties.
V
(8) The CPA or members of the auditing service team do not have a spouse,
direct blood relative, direct relative by marriage, or second-degree collateral
blood relation with individuals who hold significant positions as directors,
executives, or in relation to the audit engagements.
V
(9) Any joint practicing accountant who has left the firm within one year does
not hold a significant position as a director, executive, or in relation to the
audit engagements of the company.
V
(10) The CPA or members of the auditing service team have not received
significant gifts or special favors of substantial value from the company,
directors, executives, or major shareholders.
V
(11) The CPA is not currently employed as a regular worker or receiving fixed
salary or serving as a director or supervisor by the client or the party being
examined.


V
(12) For listed companies: V

The CPA has not provided audit services to the company continuously for
seven years.
For non-listed companies:
The CPA has not provided audit services to the company continuously for ten
years.
~40~
Item 2. Independence operational review 2. Independence operational review 2. Independence operational review 2. Independence operational review 2. Independence operational review Compliance with
independence
Compliance with
independence
YES NO
(1) Has the CPA avoided accepting engagements in cases where there is a direct
or significant indirect conflict of interest that may affect their objectivity and
independence?


N/A
(2) When providing audit, review, compilation, or special examination services
for financial statements and issuing an opinion letter, does the CPA maintain
both substantive independence and formal independence?


V
(3) Do the members of the auditing service team, other joint practicing
accountants, shareholders of the accounting firm, affiliated firms, and
alliance firms maintain independence in relation to the company?


V
(4) Does the CPAperformprofessional services with honestyand rigor? V
(5) Does the CPA maintain a fair and objective position and avoid being
influenced by biases, conflicts of interest, or relationships that may affect
professionaljudgmentwhileperforming professional services?
V
(6) The CPA has not compromised integrity and impartiality due to a lack of
independence.

V
Item 3. Suitability review Compliance with
independence
YES NO
(1) There have been no disciplinary records from the Accountants Disciplinary
Committee against the CPA inthe past two years.

V
(2) Does the CPA firm have sufficient scale, resources, and regional coverage in
handlingthe company's audit services?

V
(3) Does the accounting firm have clear quality control procedures? Do they
cover aspects such as the levels and key points of audit procedures,
approaches to handling audit issues and judgments, quality control reviews of
independence, and risk management?



V
(4) Does the CPA firm timely inform the Board of Directors (Audit Committee)
of any significant issues and developments in risk management, corporate
governance, financial accounting, and related risk controls?


V
(Note2)Evaluation of AuditQualityIndicators(AQIs)for SigningCPA
Professionalism QualityControl Independence Supervision Innovative Capability
•Audit experience
•Training hour
•Turnover rate
•Professional
support
•Accountant workload
•Audit commitment
•Quality Control
Review (EQCR)
Quality support
capability
•Quality Support
capability
•Non-audit service
Fee
•Customer familiarity

•Deficiency and
punishment of
external audit
•Deficiency and
punishment of
external audit
•Innovative plan or
initiative

Assessment Results: All five dimensions meet the audit quality indicators, and there is little difference compared to peers.

(4) Composition, Responsibilities and Operations of the Remuneration Committee or Nomination Committee

A. Information of Remuneration Committee Members

~41~

March 31, 2023

March 31, 2023
Title Criteria
Name
Professional
Qualification
and Experience
Independence Status Number of Other Public
Companies in Which the
Individual is Concurrently
Serving as a Remuneration
Committee Member
Independent
Director

Lin-Yu, Li (Note)
Please refer to P.17 Information
Disclosure of Independent Directors’
Professional
Qualifications
and
Independence
0
Independent
Director

Hwei-Jiung, Wang


1
Independent
Director

Shao-Zong, Liu
0

Note Lin-Yu, Li is the convener.

B. Information on the operation of the Remuneration Committee

  • (a) The Company's Remuneration Committee has a total of 3 members.

(b) The current committee members’ term of office: from August 24, 2021 to August 23, 2024. A total 2 (A) Remuneration Committee meetings were held in the most recent year. The qualifications and attendance record of the members were as follows:

Title Name Attendance in Person (B) By Proxy Attendance
Rate (%) (B/A)
Note
Convener Lin-Yu, Li (Note) 2 - 100%
Committee Member Hwei-Jiung, Wang 2 - 100%
Committee Member Shao-Zong, Liu 2 - 100%
1. The terms of reference of the Company's Remuneration Committee are to formulate information on policies,
systems, standards and structures for the remuneration of directors and executive officers, conduct regular
reviews, and submit recommendations to the Board of Directors for discussion and resolution.
2. The operation status of the Remuneration Committee is as follows:
Remuneration
Committee
Contents of the Motion and
Follow-up Processing
Resolution Result
The Company's Response to
the Remuneration
Committee’s Opinion
The 2nd Meeting
of the Fifth-term
March 15, 2022
Review the distribution ratio
and method of the Company's
2021 employees’ remuneration
and directors and supervisors'
remuneration
All the members
present had no
objection and passed
the proposal
Submitted to the Board of
Directors and approved by all
the attendance directors
The 3rd Meeting
of the Fifth-term
November 1, 2022
Formulated the principles for
the distribution of year-end
bonuses for the Company’s
chairman and executive
officers in 2022
All the members
present had no
objection and passed
the proposal
Submitted to the Board of
Directors and approved by all
the attendance directors
Other Mentionable Items
1. The Board of Directors declines to adopt or modifies a recommendation of the Remuneration Committee:
None.
2. Resolutions of the Remuneration Committee objected to by members or expressed reservations and
recorded or declared in writing: None
  • C. Information on the members of the Nomination Committee and its operations:

Not applicable because it has not been established.

~42~

(5) Sustainable Development Implementation Status and Deviations from the "Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies" and Reasons:

Listed Companies"and Reasons:
Evaluation Item Implementation Status Deviations
from
the
"
Sustainable Development Best
Practice Principles for TWSE/
TPEx Listed Companies" and
Reasons
Yes No Abstract Explanation
1.
Has the Company set up a sustainable
development governance structure and
a dedicated (or concurrent) sustainable
development promotion unit which is
authorized by the Board of Directors
to
be
managed
by
high-level
management and supervised by the
Board of Directors?







V
A. The Company's Finance Department is also a concurrent
unit for promoting sustainable development. It is responsible
for formulating and reviewing the policies, systems or
related management guidelines of sustainable development.
In addition, combined with the Fan Dao Nan Foundation
established by the chairman, it sponsors academic research
related to pharmacy and contributes to the cultivation of
outstanding talents. Publishes STANDARD Pharmaceutical
Magazine quarterly. Holds the STANDARD Cup of table
tennis competition, sketching competition and other
activities every year. During the activities, the Company
conveys the Company's belief in corporate ethics and social
responsibility. At the end of each year, the complete
information will be compiled and submitted to the Board of
Directors.
B.
In 2022, the 2021 Corporate Social Responsibility Report
has been compiled and disclosed on Taiwan Stock Exchange
Market Observation Post System and the Company's
website.
C.
Report on the 2022 Sustainable Development Promotion
Implementation Plan and Results at the board meeting on
March 14,2023.



















No major difference
2.
Does the Company assess ESG risks
associated with its operations based on
the principle of materiality, and
establish related risk management
policies or strategies?




V
Based on the principle of materiality of corporate social
responsibility, the Company conducted relevant risk assessments
on major issues, and based on the assessed risks, formulated
relevant risk management policies as follows:



No major difference
~43~
Evaluation Item Implementation Status Implementation Status Implementation Status Implementation Status Implementation Status Implementation Status Deviations
from
the
"
Sustainable Development Best
Practice Principles for TWSE/
TPEx Listed Companies" and
Reasons
Yes No Abstract Explanation
Major
Issues
Risk
Assessment
Project
Risk Management Policy or Strategy


























Enviro
nment
Environmental
Protection and
Ecological
Conservation

A. The Company pays attention to the
sustainable operation of the environment.
The management of various items and the
operation of the machine system in the
factory are carried out in a manner that
complies
with
regulations.
Set
environmental
safety
and
health
management
goals
every
year,
and
standardize the relevant environmental
management operations in the factory. The
Company has established "Water Pollution
Prevention
and
Control
Management
Procedures", "Air Pollution Prevention
and Control Management Procedures",
"Wastewater Treatment System Operation
Instructions", etc., which are implemented
by the Environmental Protection Division,
and
relevant
units
cooperate
with
improvement measures to improve energy
efficiency, avoid environmental pollution ,
and maintain the health of employees and
neighboring residents.
B. The Company passed the verification of
ISO14001 Environmental Management
System
in
2010.
And
obtained
ISO14001:2015 in 2023, the validity
period is 2023/2/13~2026/1/18.
C. The Company recycles and reuses pallets
and packaging materials when materials
are delivered by manufacturers (recycling
~44~
Evaluation Item Implementation Status Implementation Status Implementation Status Implementation Status Deviations
from
the
"
Sustainable Development Best
Practice Principles for TWSE/
TPEx Listed Companies" and
Reasons
Yes No Abstract Explanation
the cartons of ex-packaging plastic bottles,
etc.), and has waste management and
garbage sorting, etc.
D. The Company's air-conditioning system
adopts the principle of energy-saving
design. The lamps were replaced by T5
energy-saving lamps during the renovation
of the factory building. Hot water recovery
and water coolers are regularly inspected
to reduce steam consumption, and energy
consumption is regularly recorded.
E. The Company’s operating parameter of
RO system has been improved, the chiller
has replaced the cooling copper pipe to
improve the cooling efficiency, and the
water softener has been changed to create
regenerative conditions in order to save
electricity and energy.
F.
The Company's
external
packaging
materials adopt the principle of "Local
Procurement and Local Supply", with a
proportion up to 80%. Under the principle
of not affecting the drug safety of patients
and the stability of drug storage, the
Company reduces the complexity of
packaging and also reduces the impact of
raw
material
procurement
and
transportation on the environment.
G. The Company installed solar photovoltaic
on the roof of the factory to effectively
reduce greenhouse gas emissions. In the
future, the Company will continue to
promote
greenhouse
gas
emissions




























~45~
Evaluation Item Implementation Status Implementation Status Implementation Status Implementation Status Deviations
from
the
"
Sustainable Development Best
Practice Principles for TWSE/
TPEx Listed Companies" and
Reasons
Yes No Abstract Explanation
reduction measures to take into account
cost-effectiveness and energy saving.
H. The Company promotes to colleagues
from time to time on energy efficiency and
carbon dioxide reduction. During the
lunch break, the lights in the office areas
and the laboratory are turned off for one
hour. And the Company's water and
electricity consumptions were regularly
announced to remind colleagues to save
energy and care for the earth.




























Social Occupational
Safety
A. The Company obtained OHSAS18001
Occupational
Safety
and
Health
Management System in 2001, passed the
verification
of
ISO
45001:2018
Occupational
Safety
and
Health
Management System in 2019 to provide a
safe working environment for employees,
and get certified periodically thereafter.
B. The Company conduct at least one
"Occupational
Health
and
Safety
Education Training," one "Hazard General
Education Training," and at least two "Fire
Drills" each year to achieve the purpose of
ensuring the safety of employees at work.
Product Safety A. The Company's marketing and labeling of
products and services are in compliance
with the Pharmaceutical Affairs Act and
the relevant laws and regulations of
various countries.
B. The Company pays attention to the rights
and interests of consumers, and has
established
a
"Customer
Complaint
~46~
Evaluation Item Implementation Status Implementation Status Implementation Status Implementation Status Implementation Status Implementation Status Deviations
from
the
"
Sustainable Development Best
Practice Principles for TWSE/
TPEx Listed Companies" and
Reasons
Yes No Abstract Explanation
Handling
Procedure".
Established
a
customer-oriented
quality
system
to
improve customer satisfaction with the
Company's products or services. And
understand
customers’
needs
and
expectations as the basis for product
development and improvement.










Gover
nance
Social
Economy and
Legal
Compliance

Through the establishment of a governance
organization and the implementation of
internal control mechanisms, it is ensured
that all personnel and operations of the
Company have truly complied with the norms
of relevant laws and regulations.
3.
Environmental Issues
(1) Does the Company establish
proper
environmental
management systems based on
the
characteristics
of
their
industries?




V
A. The
Company
complies
with
the
environmental
management mechanisms that are characteristic of the
biopharmaceutical industry. We have successfully passed
various official inspections by regulatory bodies such as the
FDA, PIC/S GMP, Japan's Ministry of Health, and ISO
9001, among others. These certifications demonstrate our
commitment to maintaining high-quality standards and
ensuring the safety and efficacy of our pharmaceutical
products.
B.
The Company passed the verification of ISO14001
Environmental Management System in 2010. And obtained
ISO14001:2015
in
2023,
the
validity
period
is
2023/2/13~2026/1/18.
C.
The Company passed the verification of OHSAS18001
Occupational Safety and Health Management System in
2010, and gets certified periodically thereafter.
D. The Company passed the verification of ISO45001:2018














No major difference
~47~
Evaluation Item Implementation Status Implementation Status Implementation Status Deviations
from
the
"
Sustainable Development Best
Practice Principles for TWSE/
TPEx Listed Companies" and
Reasons
Yes No Abstract Explanation
Occupational Safety and Health Management System in
2019, and get certified periodically thereafter.
(2) Does the Company endeavor to
utilize all resources more efficiently
and use renewable materials which
have low impact on the environment?



V
The Company recycles and reuses pallets and packaging
materials when materials are delivered by manufacturers
(recycling the cartons of ex-packaging plastic bottles, etc.), and
has waste management and garbage sorting, etc.



No major difference
(3) Does the Company evaluate the
potential risks and opportunities in
climate change with regard to the
present and future of its business, and
take appropriate action to counter
climate change issues?





V
A.
The Company's air-conditioning system adopts the principle
of energy-saving design. The lamps were replaced by T5
energy-saving lamps during the renovation of the factory
building. Hot water recovery and water coolers are regularly
inspected to reduce steam consumption, and energy
consumption is regularly recorded.
B.
The Company installed solar photovoltaic on the roof of the
factory in 2019 to effectively reduce greenhouse gas
emissions. In the future, the Company will continue to
promote greenhouse gas emissions reduction measures to
take into account cost-effectiveness and energy saving.
C.
The Company adopts "Local Procurement and Local
Supply" for external packaging materials, and is committed
to reducing carbon in the supply chain, shortening the
distance of transporting raw materials, and reducing
greenhouse gas emissions.
D.
The Company has established a SOP for greenhouse gas
inventory, and checks the amount of greenhouse gas
emissions regularly. In 2021, it has been verified by the
third party of Taiwan – Bureau Veritas Co., Ltd. (BV) and
obtained a verification statement; the verification process
for the year 2022 is still ongoing.
E.
The Company’s operating parameter of RO system has
been improved, the chiller hasreplaced the cooling copper




















No major difference
~48~
Evaluation Item Implementation Status Implementation Status Implementation Status Implementation Status Deviations
from
the
"
Sustainable Development Best
Practice Principles for TWSE/
TPEx Listed Companies" and
Reasons
Yes No Abstract Explanation
F.
G.
pipe to improve the cooling efficiency, and the water
softener has been changed to create regenerative conditions
in order to save electricity and energy.
The Company installed solar photovoltaic on the roof of the
factory to effectively reduce greenhouse gas emissions. In
the future, the Company will continue to promote
greenhouse gas emissions reduction measures to take into
account cost-effectiveness and energy saving.
The Company promotes to colleagues from time to time on
energy efficiency and carbon dioxide reduction. During the
lunch break, the lights in the office areas and the laboratory
are turned off for one hour. And the Company's water and
electricity consumptions were regularly announced to
remind colleagues to save energy and careforthe earth.










(4) Does the Company take inventory of
its greenhouse gas emissions, water
consumption, and total weight of
waste in the last two years, and
implement policies on greenhouse gas
reduction, water reduction, or waste
management?






V
A.
B.
The statistics of the Company's greenhouse gas emissions,
water consumption and total weight of waste in the last two
years are as follows:
Category
2021
2022
Greenhouse Gas
Emissions
9053.528 mt
CO2-e
Executing.
Water
Consumption
147,206 m3
150,439 m3
Total Weight of
General Waste
244.997 mt
202.215 mt
The Company pays attention to the sustainable operation of
the environment, and sets environmental safety and health
management goals every year. The Company has
standardized the relevant environmental management
operations in the factory, and established "Water Pollution
Prevention and Control Management Procedures","Air








No major difference
~49~
Evaluation Item Implementation Status Implementation Status Implementation Status Deviations
from
the
"
Sustainable Development Best
Practice Principles for TWSE/
TPEx Listed Companies" and
Reasons
Yes No Abstract Explanation
Pollution Prevention and Control Management Procedures",
"Wastewater Treatment System Operation Instructions",
etc. to improve energy efficiency and avoid environmental
pollution.


4.
Social Issues
(1) Does
the
Company
formulate
appropriate management policies and
procedures
according
to
relevant
regulations and the International Bill
of Human Rights?




V
The Company respects the labor rights and interests of
employees, complies with the principles and spirit of the "United
Nations Universal Declaration of Human Rights" and the
"Declaration of Fundamental Principles and Rights at Work" of
the International Labor Organization, and actively implements
various policies to protect human rights. And according to the
national "Labor Standards Act", "Occupational Safety and Health
Act", "Act of Gender Equality in Employment", "Sexual
Harassment Prevention Act" and other relevant labor laws and
regulations, the policies on human rights protection and work
rules have been formulated and implemented. The Company
continuously improves the working environment and welfare of
all employees, and protects the legitimate rights and interests of
employees.













No major difference
(2) Does the Company have reasonable
employee benefit measures (including
salaries, leave, and other benefits), and
do business performance or results
reflect on employee salaries?




V
A.
The Company has established a complete employee benefit
measure, training and retirement systems. For details,
please refer to P94-96 of this annual report.
B.
Article 26 of the Company's Articles of Incorporation
stipulated: According to the current year’s profit status,
after the loss is made up, 1% to 10% of the balance should
be allocated as employee compensation.
C.
The Company formulated the "Performance Appraisal
Operation Method" to establish a clear system of reward
and punishment, and formulated the method of "Annual
Bonus Distribution andCalculationOperation" that the









No major difference
~50~
Evaluation Item Implementation Status Implementation Status Implementation Status Deviations
from
the
"
Sustainable Development Best
Practice Principles for TWSE/
TPEx Listed Companies" and
Reasons
Yes No Abstract Explanation
amount of the bonus is calculated every year based on the
Company's operating performance in the year.
YB Achievement Award:
When the Company's operating profit reaches the target
amount, bonuses are granted to employees at the grassroots
level and managerial level based on a certain criteria. These
bonuses are disbursed semi-annually.
Monthly Performance Exceeding Award:
When the sales revenue and net profit achievement rate
exceeds 100%, a bonus is granted to employees at the
grassroots level and managerial level based on a certain
percentage of their fixed salary. These bonuses are
disbursed semi-annually.







(3) Does the Company provide a healthy
and safe working environment and
organize training on health and safety
for its employees on a regular basis?



V
A.
The Company passed the verification of OHSAS18001
Occupational Safety and Health Management System in
2010 to provide a safe working environment for employees.
The Company conduct at least one "Occupational Health
and Safety Education Training," one "Hazard General
Education Training," and at least two "Fire Drills" each year
to achieve the purpose of ensuring the safety of employees
at work.
B.
The Company hires professional nurses and arranges the
resident doctor to come to the factory every month to
receive consultations from employees about health and
medical care. Employee health checks are held regularly in
August every year to ensure the health of employees.
C.
The Company launched the Employee Assistance Program
(EAP) in 2020 to provide psychological and work
consultation through professional counselors to reduce the
pressure of employees and help employees and their















No major difference
~51~
Evaluation Item Implementation Status Implementation Status Implementation Status Deviations
from
the
"
Sustainable Development Best
Practice Principles for TWSE/
TPEx Listed Companies" and
Reasons
Yes No Abstract Explanation
families solve various psychological and behavioral
problems, to maintain the physical and mental health of
employees.

(4) Does
the
Company
provide
its
employees with career development
and training sessions?


V
The Company has established "Employee Training Program" to
provide employees with the skills and information they need to
perform their jobs, and according to different grade of
employees, design different training courses and formulate
medium and long-term training plans.




No major difference
(5) Do the Company's products and
services comply with relevant laws
and international standards in relation
to
customer
health
and
safety,
customer privacy, and marketing and
labeling of products and services, and
are relevant consumer protection and
grievance
procedure
policies
implemented?








V
A.
The Company's marketing and labeling of products and
services are in compliance with the Pharmaceutical Affairs
Act and the relevant laws and regulations of various
countries.
B.
The Company pays attention to the rights and interests of
consumers, and has established a "Customer Complaint
Handling Procedure". Established a customer-oriented
quality system to improve customer satisfaction with the
Company's products or services. And understand customers’
needs and expectations as the basis for product
development and improvement.
C.
The Company has a special line of 0800, which is served by
dedicated personnel and conducts questionnaire surveys to
customers regularly to protect the rights and interests of the
customers.












No major difference
(6) Does
the
Company
implement
supplier
management
policies,
requiring suppliers to observe relevant
regulations
on
environmental
protection, occupational health and
safety, or labor and human rights? If
so, describe the results.






V
A. The Company's selection of suppliers is based on different
aspects such as legality, good reputation, employment
measures (labor conditions and working environment),
emphasis
on
environmental
protection
and
the
implementation of corporate social responsibility as the
conditions for reviewing suppliers.
B.
In order to strengthen the management of suppliers and the
No major difference
~52~
Evaluation Item Implementation Status Implementation Status Implementation Status Deviations
from
the
"
Sustainable Development Best
Practice Principles for TWSE/
TPEx Listed Companies" and
Reasons
Yes No Abstract Explanation
quality of products, the Company has formulated a
"Management Procedure of Supplier ". The demand unit
puts forward the demand for application and qualification
assessment, and after the approval of the QA unit, and then
it will be listed as a qualified supplier.
C.
For new suppliers, the Company will ask them to fill out the
supplier assessment questionnaire, which includes policies
on environmental health and safety and waste disposal
systems, etc. In addition, the QA unit conducts a routine
audit of the supplier's quality system every year to ensure
that the products provided by the supplier are in compliance
with laws and regulations and are safe and hygienic, and
canjointlyenhance corporate social responsibility.
5.
Does
the
Company
reference
internationally
accepted
reporting
standards or guidelines, and prepare
reports that disclose non-financial
information of the Company, such as
ESG reports? Do the reports above
obtain assurance from a third-party
verification unit?






V A.
The Company has voluntarily prepared a Corporate Social
Responsibility Report since 2013 (ESG Report from 2021),
and its content is compiled with reference to the guidelines
of the Global Reporting Initiative Standard (GRI).
B.
The report above hasn’t obtained assurance from a
third-party verification unit.
In the future, will obtain the
third-party
verification
as
needed.
6.
Describe the difference, if any, between actual practice and the corporate social responsibility principles, if the Company has implemented such
principles based on the Corporate Social Responsibility Best Practice Principles for TWSE/TPEx Listed Companies:
Nomajordifference.
7.
Other useful information for explaining the status of corporate social responsibility practices:
(1)Environmental protection and quality management:
A. In year 2022, two sets of variable frequency blowers were purchased for a total of NTD 1.44 million. These blowers were intended to regulate
airflow and reduce electricity consumption. Prior to the improvement with the blowers, the monthly electricity usage was approximately
30,690 kilowatt-hours. However, after the improvement, as of October 2022, the statistics showed a reduced electricity usage of approximately
23,876 kilowatt-hours,resultingin a monthlysavingof approximately6,814 kilowatt-hours.
~53~
Evaluation Item Implementation Status Implementation Status Implementation Status Deviations
from
the
"
Sustainable Development Best
Practice Principles for TWSE/
TPEx Listed Companies" and
Reasons
Yes No Abstract Explanation
B. The Company passed the verification of ISO14001 Environmental Management System and implemented waste sorting in December 2010.
C. The Company passed the verification of OHSAS18001 Occupational Safety and Health Management System in December 2010, and
promoted the Zero Accident Movement to ensure employee safety at work.
D.Through a comprehensive quality management system, strict quality management is carried out in each process link to ensure that the best
services and products are provided to customers.
(2)Social Responsibility:
A. The Company won the award of 2021 Outstanding Biotechnology Industry and was received by President Tsai on February 14, 2022.
B. The Fan Dao Nan Foundation was awarded the 111th Ministry of Education Contribution Award for Social Education - Group Award
C. The main content of the specific promotional effects of various social activities in 2022 is briefly described as follows:
(a) Scholarship Project: A total of 3,639 students from various of primary and junior high schools, senior high schools, and universities, with a
total subsidy of NT$6.58 million.
(b) Hope, Sunflower Tutoring, and Winter and Summer Bento Subsidy Programs: a total of 10,136 people, with a total subsidy of NT$3.23
million.
(c) Public Welfare Subsidies: subsidies to 13 public welfare organizations, with a total donation of NT$650,000.
(d) Public Welfare Activities: The STANDARD Cup Children's Sketching Competition, and the STANDARD Cup National Table Tennis
Championship, which were suspended in 2022 due to COVID-19.
D. A total of 20 community and LOHAS health lectures were held, with a total of more than 500 participants.
E. The Company has long-term cooperation with domestic and foreign universities for internships. The domestic universities that have
cooperated include National Taiwan University, National Cheng Kung University, Kaohsiung Medical University, China Medical University
College of Medicine, Chia Nan University of Pharmacy and Science, Chang Gung University, National Chiayi University, Tunghai University,
National Taipei University of Technology, Chung Hwa University of Medical Technology, etc. In 2022, a total of 5 students participated in
internships, providing students with early access to the workplace and expanding the source of talent recruitment.
(3)Corporate Governance
A. Implemented the Company’s information on the up and up and strictly prohibit insider trading by directors and employees of the Company to
protect the rights and interests of investors.
B. The Company has voluntarily prepared a CSR Report since 2013 (Starting from 2021, it has been changed to a ESG Report).
C. The performance evaluations of the Board of Directors, Individual Directors, and Functional Committees in 2022 have all achieved an
"excellent" rating.
D. TwoInvestorConference wereheldin 2022.
~54~

(6) Fulfillment of Ethical Corporate Management and Deviations from the "Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies" and Reasons

Listed Companies"and Reasons
Evaluation Item Implementation Status Deviations from the "Ethical
Corporate Management
Best Practice Principles for
TWSE/TPEx Listed
Companies"and Reasons
Yes No Abstract Explanation
1.
Establishment of Ethical Corporate Management
Policies and Programs
(1) Does the Company have a Board-approved ethical
corporate management policy and stated in its
regulations and external correspondence the ethical
corporate management policy and practices, as well as
the active commitment of the Board of Directors and
management towards enforcement of such policy?





V
The
Company
has
formulated
the
"Ethical
Corporate Management Best Practice Principles",
which was passed by the resolution of the Board of
Directors on November 4, 2016, with clearly states
and the active commitment of the Board of
Directors and management towards enforcement of
the ethical corporate managementpolicy.






No major difference
(2) Does the Company have mechanisms in place to
assess the risk of unethical conduct, and perform
regular analysis and assessment of business activities
with higher risk of unethical conduct within the scope
of business? Does the Company implement programs
to prevent unethical conduct based on the above and
ensure the programs cover at least the matters
described in Paragraph 2, Article 7 of the Ethical
Corporate Management Best Practice Principles for
TWSE/TPEx Listed Companies?









V
A.
The Company has established an effective
Accounting System and Internal Control
System and enforced them effectively. Internal
auditors conduct regular audits in accordance
with the audit plan every year and report to the
Board of Directors.
B.
The Company has established "Ethical Code
of Conduct" to prevent conflicts of interest,
avoid seeking self-interest, fair transactions,
etc.
C.
The Company's "Work Rules" clearly stipulate
that the Company’s employees shall not accept
or promise bribes, engage in private fraud,
embezzle public funds, leak the Company’s
secrets and other illegal acts, and must sign a
Non-Disclosure
Undertaking.
If
the
circumstances are serious, the employment
shall be terminated. And the Company will
insure fidelitybonds for salespersons.
















No major difference
~55~
Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from the "Ethical
Corporate Management
Best Practice Principles for
TWSE/TPEx Listed
Companies"and Reasons
Yes No Abstract Explanation
(3) Does the Company provide clearly the operating
procedures, code of conduct, disciplinary actions, and
appeal procedures in the programs against unethical
conduct? Does the Company enforce the programs
above effectively and perform regular reviews and
amendments?





V
A. The Company has formulated a program
against unethical conduct in Ethical Corporate
Management Best Practice Principles, and has
formulated the "Ethical Code of Conduct" to
guide the Company's personnel to follow code
of ethics and uphold the principle of integrity
in business operations.
B.
The Company's "Work Rules" clearly stipulate
that the Company’s employees shall not accept
or promise bribes, engage in private fraud,
embezzle public funds, leak the Company’s
secrets and other illegal acts, and must sign a
Non-Disclosure
Undertaking.
If
the
circumstances are serious, the employment
shall be terminated. And the Company will
insurefidelity bondsforsalespersons.














No major difference
2.
Fulfillment of Ethical Corporate Management
(1) Does the Company evaluate business partners’ ethical
records and include ethics-related clauses in business
contracts?


V
The Company evaluates the ethical records of the
counterparties, and refuses to deal with the
manufacturers or customers with unethical conduct
records, and asks the legal department to clearly
stipulate the ethics-related clauses in the transaction
contracts.





No major difference
(2) Does the Company have a unit responsible for ethical
corporate management on a full-time basis under the
Board of Directors which reports the ethical corporate
management policy and programs against unethical
conduct regularly (at least once a year) to the Board of
Directors while overseeing such operations?





V
A. The Company's General Manager Office is the
unit
that
promotes
Ethical
Corporate
Management. According to the work duties
and scope of each unit, it ensures the
implementation of the Ethical Corporate
Management Best Practice Principles, and will
report to the Board of Directors on August,







No major difference
~56~
Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from the "Ethical
Corporate Management
Best Practice Principles for
TWSE/TPEx Listed
Companies"and Reasons
Yes No Abstract Explanation
2023 about the ethical management policy and
its implementation status in 2022.
B.
The
Company
implements
the
ethical
management
policy,
and
the
relevant
implementation status in 2022 is as follows:
a.
In 2022, the Company organized internal
and external trainings related to ethical
management issues, including courses
related to Compliance with Laws and
Regulations on Ethical Management,
Drug Safety and Hygienic Standards,
Specification for Inspection Training,
Labor
Health
On-the-job
Training,
Gender Equality, Labor Insurance Rights,
Revision
of
Drug
Regulations,
Accounting System and Internal Control,
etc., with a total of 97,982 people and
31,574 hours.
b. The internal auditors conduct regular
inspections according to the audit plan
every year and report to the Board of
Directors to ensure the operation of the
overall mechanism and jointly manage and
prevent unethical conduct. In 2022, no
corruption incidents and anti-competitive
conduct occurred.
c. The
Company
has
formulated
the
"Implementation Principles of Suggestion
Mailbox", which stipulates the method of
conveying suggestions.Employees can

























~57~
Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from the "Ethical
Corporate Management
Best Practice Principles for
TWSE/TPEx Listed
Companies"and Reasons
Yes No Abstract Explanation
report related violations of the ethical
management regulations by phone, letter or
e-mail. In 2022, no reported cases were
received, and there were no incidents
involvingmajor unethical conduct.



(3) Does the Company establish policies to prevent
conflicts
of
interest
and
provide
appropriate
communication channels, and implement it?


V
A.
The Company's "Ethical Code of Conduct"
clearly states the policy of preventing conflicts
of interest. If there is a conflict of interest,
should take the initiative to explain to the
Company whether it has a potential conflict of
interest with the Company, and handle it in
accordance with the Company's Internal
Control System and approval authority.
B.
When directors have proposals involving their
own interests, avoidance of interests must be
carried out, and they shall leave the meeting
not to participate in discussion and voting.
C.
When employees have suggestions, they can
put them in the Suggestion Box or on the
Company’s bulletin board for discussion at
anytime.













No major difference
(4) Does the Company have effective accounting and
internal control systems in place to implement ethical
corporate management? Does the internal audit unit
follow
the
results
of
unethical
conduct
risk
assessments and devise audit plans to audit the
systems accordingly to prevent unethical conduct, or
hire outside accountants to perform the audits?






V
The Company's Accounting System is based on
relevant laws and regulations such as Securities and
Exchange Act, Company Act, Business Entity
Accounting
Act,
Regulations
Governing
the
Preparation of Financial Reports by
Public
Companies,
International
Financial
Reporting
Standards (IFRSs) approved by the Financial
Supervisory
Commission
R.O.C.
(Taiwan),
International
Accounting
Standards
(IASs),








No major difference
~58~
Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from the "Ethical
Corporate Management
Best Practice Principles for
TWSE/TPEx Listed
Companies"and Reasons
Yes No Abstract Explanation
International Financial Reporting Interpretation
Committee (IFRIC) and Standing Interpretation
Committee (SIC), and formulated according to the
actual situation of the Company’s business; The
Internal
Control
System
is
formulated
and
implemented with reference to relevant regulations
such as the "Regulations Governing Establishment
of Internal Control Systems by Public Companies".
Internal auditors conduct regular inspections in
accordance with the audit plan every year and report
to the Board of Directors.









(5) Does the Company regularly hold internal and external
trainings on ethical management?

V
A. The
Company
announces
the
"Ethical
Corporate
Management
Best
Practice
Principles" on the electronic bulletin board,
and uses the monthly meeting to promote the
concept of ethical management to employees.
B.
In 2022, the Company organized internal and
external
trainings
related
to
ethical
management issues, including courses related
to Compliance with Laws and Regulations on
Ethical
Management,
Drug
Safety
and
Hygienic
Standards,
Specification
for
Inspection Training, Labor Health On-the-job
Training, Gender Equality, Labor Insurance
Rights,
Revision
of
Drug
Regulations,
Accounting System and Internal Control, etc.,
with a total of 97,982 people and 31,574
hours.















No major difference
3.
Operation of the Company’s Whistleblowing System
(1) Does the Companyestablish a specific V The Companyhas formulated the "Implementation No major difference
~59~
Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from the "Ethical
Corporate Management
Best Practice Principles for
TWSE/TPEx Listed
Companies"and Reasons
Yes No Abstract Explanation
whistleblowing and reward system, channels to
facilitate whistleblowing, and assign appropriate
person to handle whistleblowers?

Principles of Suggestion Mailbox", which stipulates
the method of conveying suggestions. Employees
can report related violations of the ethical
management regulations by phone, letter or e-mail.
People outside the Company can ask questions or
make suggestions through the Contact Area of the
Company’s website. In addition, the Company
assigned the full-time personnel to investigate and
deal with reported cases.







(2) Does the Company have in place standard operating
procedures for investigating accusation cases, as
well
as
follow-up
actions
and
relevant
post-investigation confidentialitymeasures?


V
The Company has formulated the "Implementation
Principles of Suggestion Mailbox", and the content
stipulated the handling process and confidentiality
principles for accusation cases.



No major difference
(3) Does the Company provide proper whistleblower
protection?
V The Company's "Ethical Code of Conduct" clearly
stipulated that the Company handles reported cases
in a confidential manner, and makes every effort to
protect the safety of whistleblowers to save them
from reprisal.




No major difference
4. Strengthening Information Disclosure
Does the Company disclose its ethical corporate
management
policies
and
the
results
of
its
implementation on the Company’s website and
MOPS?



V
The
Company
has
disclosed
the
relevant
information of the ethical corporate management
policies on the Company’s website and MOPS.


No major difference
5. If the Company has established the ethical corporate management policies based on the Ethical Corporate Management Best-Practice Principles for
TWSE/TPEx Listed Companies, please describe any discrepancy betweenthe policies and their implementation: Nomajordifference.
6.
Other important information to facilitate a better understanding of the Company’s ethical corporate management policies (e.g., review and amend its
policies):
(1) To implement the basics of ethical corporate management policies, the Company operates under the Company Act, Securities and Exchange
Act, Businesses Entity Accounting Act, related regulations for TWSE/TPEx-Listed Companies, and other laws and decrees concerning business
transactions.
~60~
Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from the "Ethical
Corporate Management
Best Practice Principles for
TWSE/TPEx Listed
Companies"and Reasons
Yes No Abstract Explanation
(2) The Company's "Rules of Procedure for Board of Directors Meetings" stipulates a director's interest avoidance system. Those who have an
interest in the proposals listed by the Board of Directors, which may harm the interests of the Company, may state their opinions, but shall
refrain from participating in the discussion and voting, and shall not exercise voting rights on behalf of other directors.
(3) The Company has established "Internal Material Information Processing Procedures" to forbid the Company’s insiders from using undisclosed
information to buyand sell securities.
  • (2) The Company's "Rules of Procedure for Board of Directors Meetings" stipulates a director's interest avoidance system. Those who have an interest in the proposals listed by the Board of Directors, which may harm the interests of the Company, may state their opinions, but shall refrain from participating in the discussion and voting, and shall not exercise voting rights on behalf of other directors.

  • (3) The Company has established "Internal Material Information Processing Procedures" to forbid the Company’s insiders from using undisclosed information to buy and sell securities.

(7) Corporate Governance Guidelines and Regulations, and its query method

  • The Company has formulated the following relevant regulations and measures in accordance with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies:

  • (1) "Procedures for Acquisition or Disposal of Assets" (2) "Operating Procedures for Endorsement Guarantee" (3) "Operating Procedures for Lending Funds to Others" (4) "Remuneration Committee Organizational Charter" (5) "Corporate Governance Best Practice Principles" (6) "Ethical Corporate Management Best Practice Principles" (7) " Sustainable Development Best Practice Principles and Policies" (8) "Ethical Code of Conduct" (9) "Internal Audit System" (10) "Rules of Procedure for Shareholders Meetings" (11) "Rules of Procedure for Board of Directors Meetings" (12) "Internal Material Information Processing Procedures" (13) "Standard Operating Procedures for Handling Requests from Directors", etc.

The Query Websites (1) MOPS: http://mops.twse.com.tw (2) STANDARD Website: http://www.standard.com.tw

(8) Other Important Information Regarding Corporate Governance

The "Internal Material Information Processing Procedure" formulated to manage the Company's internal material information has informed all directors, managers, and educated all employees to avoid violations or incidents of insider trading.

~61~

(9) Implementation Status of Internal Control System

1. Internal Control Statement

Standard Chem. & Pharm. Co., Ltd.

Internal Control Statement

The Company's 2022 Internal Control System based on the results of self-evaluation, hereby declare as follows:

  1. The Company acknowledges that the establishment, implementation and maintenance of the internal control system are the responsibility of the Company's Board of Directors and managers, and the Company has established this system. Its purpose is to achieve the targets of the operational effectiveness and efficiency (including profitability, performance and asset safety protection, etc.), reporting reliability, timeliness and transparency, and compliance with relevant laws and regulations to provide reasonable assurance.

  2. The internal control system has its inherent limitations. No matter how completed the design is, an effective internal control system can only provide a reasonable assurance for the achievement of the above three targets; moreover, due to the changes in the environment and circumstances, the effectiveness of the internal control system may change. However, the Company's internal control system has a self-monitoring mechanism, so once the defect is identified, the Company will take corrective action.

  3. The Company judges whether the design and implementation of the internal control system are effective based on the judgment items of the effectiveness of the internal control system stipulated in the "Handling Guidelines for the Establishment of Internal Control Systems by Public Entity" (hereinafter referred to as the "Handling Guidelines"). The internal control system judgment items adopted in the "Handling Guidelines" are based on the process of management control, which divides the internal control system into five components: 1. control environment, 2. risk assessment, 3. control operations, 4. Information and communication, and 5. Supervise operations. Each component includes several items. For the regulations of the aforementioned items, please refer to the "Handling Guidelines".

  4. The Company has adopted the above-mentioned internal control system judgment items to evaluate the effectiveness of the design and implementation of the internal control system.

  5. Based on the evaluation results of the preceding paragraph, the Company believes that the Company’s internal control system (including the supervision and management of subsidiaries) as of December 31, 2022 is effective, which including the understanding the extent of achievement target of the operational effectiveness and efficiency, reporting reliability, timeliness and transparency, and complying with relevant laws and regulations to follow the design and implementation of the relevant internal control system, so that it can reasonably ensure the achievement of the above targets.

  6. This statement is an integral part of the Company’s annual report, and will be made public. Any falsehood, concealment, or other illegality in the content made public will entail legal liability under Article 20, 32, 171, and 174 of the Securities and Exchange Law.

  7. This statement was passed by the Board of Directors in the meeting held on March 14, 2023, with all of the seven attending directors affirming the content of this statement.

Standard Chem. & Pharm. Co., Ltd. Chairman: Chin-Tsai, Fan General Manager: Tzu-Ting, Fan

==> picture [43 x 43] intentionally omitted <==

~62~
  1. For those who entrust an accountant to review the internal control system should disclose the accountant's review report:

The Company has no such situation.

  • (10) In the Latest Year and as of the Date of Publication of the Annual Report, the Company and Its Employees Were Punished According to Law, or the Company Punished Its Employees for Violation of the Provisions of Its Internal Control System, Major Deficiencies and Improvements:

The Company has no such situation.

  • (11) In the Latest Year and as of the Date of Publication of the Annual Report, Major Resolutions of Shareholders’ Meeting and Board Meetings

  • A. Major resolutions and implementation status of the 2022 regular shareholders' meeting:

Date Major Resolutions Implementation Status
June
21, 2022
1. Ratification of the 2021 Financial
Statementsproposal.

The resolution was passed.
2. Ratification of the 2021 Surplus
Earnings Distribution proposal.

In 2022, shareholders were distributed
cash dividends of NT$446,740,223.
And has set August 5, 2022 as the
dividend
record
date,
and
the
distribution date of cash dividend was
on August 24,2022.
3. Amendment of part of provisions of the
Company’s "Articles of Incorporation"

The amendment was completed, and it
was approved for registration by the
Ministry of Economic Affairs on July
25, 2022 and announced it on the
Company’s website.
4. Removing the non-competition of the
Company’s directors.

The resolution was passed and released
major information on June 21, 2022.
5. Amendment of part of provisions of the
Company’s "Operating Procedures for
Endorsement Guarantee".


The amendment was completed and
uploaded to MOPS on July 08, 2022
and announced on the Company’s
website.
6. Amendment of part of provisions of the
Company’s "Operating Procedures for
Lending Funds to Others".


The amendment was completed and
uploaded to MOPS on July 08, 2022
and announced on the Company’s
website.
7. Amendment of part of provisions of the
Company’s "Procedures for Acquisition
or Disposal of Assets".


The amendment was completed and
uploaded to MOPS on July 08, 2022
and announced on the Company’s
website.

B. Major resolutions of the Board Meetings:

Date
May
09, 2023
Major Resolutions
1.Approval of the Company's consolidated financial report for the first
quarter of 2023.
2.Approval of the lifting of the non-competition clause for the newly
appointed director candidate of the Company.
3.Approval of the lifting of the non-competition clause for the Company's
~63~
Date Major Resolutions
Manager.
4.Approval of the amendment to certain articles of the "Shareholders'
Meeting Rules" of our company.
5.Approval to authorize the Chairman to decide the ex-dividend record date
for 2022.
6.Approval of the sale and repurchase of shares of Rossmax International
Ltd. (OTCcode:4121).
March
14, 2023
1. Reporting on the distribution ratio and method of the 2022 remuneration
for employees and directors.
2. Approval of the review of the Company's 2022 Business Report, Parent
Financial Report and Consolidated Financial Report.
3. Approval of the proposal of the Company's 2022 surplus earning
distribution.
4. Approval of the 2022 effectiveness assessment of the Company's Internal
Control System and Internal Control Statement.
5. Approval of the remuneration for the Company's appointed CPAs in 2023
and the evaluation of the independence and suitability of the appointed
CPAs.
6. Approval of the pre-approval for auditors, their firms, and affiliated firms
to provide non-assurance services to the company and its subsidiaries.
7. Approval of the construction project for the expansion of the machinery
room in the company's engineering department, with a total budget of up to
NTD 200 million.
8. Approval of the acquisition of equipment for business use from the
subsidiary company, SYN-TECH.
9. Approval of the appointment of the financial and accounting manager of
the Company.
10. Approval of the appointment of the "Corporate Governance Officer" of
the Company.
11. Approval of the election of the Chairman of the Company.
12. Approval of the addition of one director seat and one independent
director of the Company.
13. Approval of the lifting of the non-competition clause for the newly
appointed director of the Company.
14. Approval of the nomination list of directors and independent director
candidates for the Company.
15. Approval of convening the 2023 Regular Shareholders' Meeting.
16. Approval of matters related to the acceptance of shareholders' nomination
list for director candidates.
February
21,2023
Approval of the Company's 2023 operating plan.
November
01, 2022
1. Approval of the Company's consolidated financial report for the third
quarter of 2022.
2. Approval of the formulation of the "2023 Internal Audit Annual Audit
Plan".
3. Approval of amendment to "Internal Audit System" (including Internal
Audit Procedures and Internal Audit Implementation Rules, Internal Audit
Operation Instructions).
4. Approval of the principle of the Company's 2022 year-end bonus
distribution for the Chairman and managers.
5.Approval of the appointment of the "CorporateGovernanceOfficer" of the
~64~
Date Major Resolutions
Company.
6. Approval of the project of new finished product warehouse, the total
budget of the project is within NT$300 million (inclusive).
7. Approval of the amendment of part of provisions of the Company's
"Internal Material Information Processing Procedures".
8. Approval of the amendment of part of provisions of the Company's "Rules
of Procedure for Board of Directors Meetings"
9. Approval of the name change of the Company's "Corporate Social
Responsibility Code of Practice" to " Sustainable Development Best
Practice Principles", and "Corporate Social Responsibility Policy" to
"Sustainable Development Policy", and the amendment of part of
provisions.
August
02, 2022
1. Approval of the proposal to change the Company's CPAs from the second
quarter of 2022 and the evaluation of the independence and suitability of
accountants.
2. Approval of the Company's Consolidated Financial Report for the second
quarter of 2022.
3. Approval of the removing of the non-competition of the Company’s
managers.
4. Approval of amendment to the Company's 2022 business plan.
July
12, 2022
1. Setting the 2021 cash dividend distribution record date.
2. Approval of changing the Company's organizational chart.
3. Approval of purchasing the part of the equity of Souriree Biotech &
Pharm. Co., Ltd.
May
10, 2022
1. Approval of the Company's Consolidated Financial Report for the first
quarter of 2022.
2. Approval of the stock sale and buyback of Rossmax International Ltd.
(OTC code: 4121).
3. Amendment of part of provisions of the Company’s "Procedures for
Acquisition or Disposal of Assets".
4. Amendment of part of provisions of the Company’s "Operating
Procedures for Lending Funds to Others".
5. Amendment of part of provisions of the Company’s ""Operating
Procedures for Endorsement Guarantee".
6. Amendment of part of provisions of the Company’s "Rules for
Performance Evaluation of Board of Directors".
March
15, 2022
1. Approval of the distribution ratio and method of the 2021 remuneration
for employees, directors and supervisors.
2. Approval of the review of the Company's 2021 Business Report, Parent
Financial Report and Consolidated Financial Report.
3. Approval of the proposal of the Company's 2021 surplus earning
distribution.
4. Approval of the 2021 effectiveness assessment of the Company's Internal
Control System and Internal Control Statement.
5. Approval of the Company's 2022 operating plan and the ratification of the
adjustment of operating plan in 2021.
6. Approval of the amendment of part of provisions to the Company’s
"Articles of Incorporation".
7. Approval of the removing of the non-competition of the Company’s
directors.
8. Approval of the removingof the non-competition of theCompany’s
~65~
Date
(12) In
Date Major Resolutions
managers.
9. Approval of the remuneration for the Company's appointed CPAs in
2022 and the evaluation of the independence and suitability of the
appointed CPAs.
10. Approval of convening the 2022 Regular Shareholders' Meeting.
11. Approval of the amendment of part of provisions to the Company’s
"Rules of Procedure for Board of Directors Meetings".

Record or Written Statements Made by Any Director or Supervisor Dissenting to

Important Resolutions Passed by the Board of Directors

The Company has no such situation.

(13) In the Latest Year and as of the Date of Publication of the Annual Report, Resignation or Dismissal of the Company’s Key Individuals, Including the Chairman, General Manager, and Heads of Accounting, Finance, Internal Audit, Corporate Governance and R&D

The Company has no such situation.

~66~

3.5 Information Regarding the Company’s Audit Fee

Grading Table of Audit Fee of CPAs

Unit NT$ thousands

Accounting
Firm
Name of CPA Period
Covered by
CPA’sAudit
Audit
Fee
Non-Audit
Fee (Note)
Total Note
PwC Taiwan Tien, Chung-Yu 01.01.2022
03.31.2022
3,680 4,047 7,727 The accounting
firm’s
internal
administrative
organization
adjustment
Lin, Tzu-Shu
Tien,Chung-Yu 04.01.2022
12.31.2022
Yeh, Fang-Ting

Note The non-audit fees were tax compliance services, transfer pricing report services, tax advisory services, preparation of draft financial statements, five-year tax exemption refund project services, and transaction negotiation and transaction security consulting services, etc.

(1) If the accounting firm was changed and the audit fee paid in the replacement year was less than the audit fee in the previous year, the amount and reasons for the audit fee before and after the replacement should be disclosed:

The Company has no such situation.

(2) If the audit fees have decreased by more than 10% compared with the previous year, the amount, proportion and reasons for the decrease in audit fees shall be disclosed: The Company has no such situation.

3.6 Information of Replacement of CPAs

The Company has no such situation.

3.7 Information Regarding the Company's Chairman, General Manager, Manager in Charge of Financial or Accounting Affairs Has Worked in the Firm of the Certified Accountant or Its Affiliated Companies in the Most Recent Year The Company has no such situation.

~67~

3.8 The Status in the Most Recent Year and as of the Publication Date of the Annual Report, Directors, Supervisors, Managers, and Shareholders Holding More Than 10% of the Shares Have Been Transferred and Pledged

(1) Change status in shareholding of directors, managers, and shareholders holding more than 10% of the shares

Unit thousands; share

Unitthousands;share Unitthousands;share
Title Name 2022 Current Year as of April 21
Holding
Increase
(Decrease)
Pledged
Holding
Increase
(Decrease)
Holding
Increase
(Decrease)
Pledged
Holding
Increase
(Decrease)
Chairman Fan Dao Nan
Foundation (Note 1)

0

0

0

0
Representative:
Tzu-Ting, Fan
0
0

0

0
Director Chin-Tsai, Fan
(Note 2)
0
0

0

(1,100)
Director Yuan-Teh, Lee 0
0

0

0
Director Tsuey-Wen, Yeh 0
0

0

0
Independent
Director
Hwei-Jiung, Wang 0
0

0

0
Independent
Director
Lin-Yu, Li 0
0

0

0
Independent
Director
Shao-Zong, Liu 0
0

0

0
Deputy General
Manager

Wei-Ren, Chen
0
0

0

0
Associate Shu-Hui, Hsu 0
0

0

0
Associate Bing-Qin, Huang 0
0

0

0
CFO Jui-Hung, Hsu
(Note 3)
0
0

0

0
CFO Chin-Wen, Chang
(Note 4)
0
0

0

0
Major
Shareholder
Tzu-Bin, Fan 0
0

0

0

Note 1: Tzu-Ting, Fan, the representative of Fan Dao Nan Foundation, served as the newly appointed chairman on 14th March, 2023.

Note 2: Chin-Tsai, Fan resigned as chairman of the board on 14th March, 2023.

Note 3: Jui-Hung, Hsu resigned on April 1, 2023.

Note 4: Chin-Wen, Chang was newly appointed on April 1, 2023.

(2) Information on Equity Transfer:

The Company has no such situation.

(3) Shares Pledge with Related Parties:

The Company has no such situation.

~68~

3.9 Information Regarding the Shareholding Ratio of the Top Ten Shareholders, Their Relationship With Each Other, Spouse, or Relatives Within the Second Degree

Name Current Shareholding Current Shareholding Spouse’s/Minor’s
Shareholding
Spouse’s/Minor’s
Shareholding
Shareholding
by Nominee
Arrangement
Shareholding
by Nominee
Arrangement
Name and Relationship Between the
Company’s Top Ten Shareholders, or Spouses
or Relatives Within Two Degrees
Name and Relationship Between the
Company’s Top Ten Shareholders, or Spouses
or Relatives Within Two Degrees
Note
Shares % Shares % Shares % Name Relationship -
Chin-Tsai, Fan 20,786,813 11.63 14,584,781 8.16 0 0 Tzu-Bin, Fan
Tzu-Ting, Fan
Mei-Rong, Fan Huang
Tsuey-Wen, Yeh
Fan Dao Nan Foundation
Son
Son
Spouse
Daughter-in-law
Chairman
-
Tzu-Bin, Fan 19,518,084 10.92 0 0 0 0 Chin-Tsai, Fan
Mei-Rong, Fan Huang
Tzu-Ting, Fan
Tsuey-Wen, Yeh
Fan Dao Nan Foundation
Father
Mother
Brother
Sister-in-law
Son of the
Chairman
-
Mei-Rong,
Fan Huang
14,584,781 8.16 20,786,813 11.63 0 0 Chin-Tsai, Fan
Tzu-Ting, Fan
Tzu-Bin, Fan
Tsuey-Wen, Yeh
Fan Dao Nan Foundation
Spouse
Mother
Mother
Mother-in-law
Spouse of the
Chairman
-
Tzu-Ting, Fan 11,766,604 6.58 9,124,669 5.11 0 0 Chin-Tsai, Fan
Tzu-Bin, Fan
Mei-Rong, Fan Huang
Tsuey-Wen, Yeh
Fan Dao Nan Foundation
Father
Brother
Mother
Spouse
Son of the
Chairman
-
Sen-Hao, Cheng
9,178,888
5.14 0 0 0 0 None None -
Tsuey-Wen, Yeh 9,124,669 5.11 11,766,604 6.58 0 0 Chin-Tsai, Fan
Tzu-Bin, Fan
Mei-Rong, Fan Huang
Tzu-Ting, Fan
Fan Dao Nan Foundation
Father-in-law
Brother-in-law
Mother-in-law
Spouse
Daughter-in-law
of the Chairman
-
Yingsheng
Investment Co.,
Ltd.
7,080,323 3.93 0 0 0 0 None None -
Representative:
Zhen-Ming,
Hsiao
0 0 15,225 0.01 0 0 None None -
Fan Dao Nan
Foundation
5,523,881 3.09 0 0 0 0 Chin-Tsai, Fan Chairman -
Representative:
Chin-Tsai, Fan
20,786,813 11.63 14,584,781 8.16 0 0 Mei-Rong, Fan Huang
Tzu-Ting, Fan
Tzu-Bin, Fan
Tsuey-Wen, Yeh
Spouse
Son
Son
Daughter-in-law
HSBC Trustee
Mitsubishi UFJ
Morgan Stanley
Securities
Trading
Account
3,106,000 1.73 0 0 0 0 None None -
Citigroup
Trustee UBS
Europe SE
Investment Fund.
2,120,517 1.18 0 0 0 0 None None -
~69~

3.10 The Number of Shares Held by the Company, Its Directors, Supervisors, Managers, and Enterprises Directly or Indirectly Controlled by the Company in the Same Reinvested Enterprise, and Combined to Calculate the Comprehensive Shareholding Ratio

March 31, 2023; Unit: Shares;

March 3 March 3 1, 2023; Unit: Shares; 1, 2023; Unit: Shares;
Reinvested
Enterprise
Ownership by the
Company
Direct or Indirect
Ownership by Directors/
Managers
Total Ownership
Shares % Shares % Shares %
Standard
Pharmaceutical Co.,
Ltd.
13,000,000 100.00
0

0

13,000,000
100.00
Chia Scheng
Investment Co.,Ltd.
14,553,000 100.00
0

0

14,553,000
100.00
Standard Chem. &
Pharm. Philippines,
Inc.
192,195 100.00
0

0

192,195
100.00
Inforight Technology
Co.,Ltd.
500,000 100.00
0

0

500,000
100.00
Souriree Biotech &
Pharm.Co.,Ltd.
5,673,908 93.58
389,492

6.42

6,063,400
100.00
Multipower
Enterprise Corp.
19,840,600 90.72
6,111

0.03

19,846,711
90.75
Advpharma Inc. 53,226,806 88.71
2,540,000

4.23

55,766,806
92.94
Syngen Biotech Co.,
Ltd.
12,651,146 46.68
2,072,719

7.65

14,723,865
54.33
SYN-TECH Chem.
&Pharm. Co.,Ltd.
12,675,959 28.43
1,270,714

2.85

13,946,673
31.28
We Can Medicines
Co.,Ltd.
13,155,909 32.89
0

0

13,155,909
32.89
Taiwan Biosim Co.
Ltd.
4,990,000 49.90
0

0

4,990,000
49.90
Ho Yao Biopharm
Co.,Ltd.
3,680,000 84.99
0

0

3,680,000
84.99
Shanghai Standard
Pharmaceuticals Co.,
Ltd.
It’s a limited
company
without shares.
100.00
It’s a limited
company
without shares.



0

It’s a limited
company
without shares.
100.00
~70~

IV. Capital Overview

4.1 Capital and Shares

(1) Source of Capital

Month/
Year
Par
Value
(NT$)
Authorized Capital Authorized Capital Paid-in Capital Paid-in Capital Note Note Note
Shares
(Thousands
Shares)

Amount
(NT$ thousands)
Shares
(Thousands
Shares)

Amount
(NT$ thousands)
Sources of
Capital
Capital
Increased
by Assets
Other
than Cash

Others
10.2005 10 150,000 1,500,000 138,675.9
1,386,759

Conversion
by Corporate
Bond

-
Note 1
01.2006 10 150,000 1,500,000 145,756.4
1,457,564

Conversion
by Corporate
Bond

-
Note 2
04.2006 10 150,000 1,500,000 147,170.6
1,471,706

Conversion
by Corporate
Bond

-
Note 3
09.2006 10 160,000 1,600,000 151,570.7
1,515,707

Turn Surplus
into Capital
Increase


-
Note 4
08.2009 10 200,000 2,000,000
156,111.4

1,561,114

Turn Surplus
into Capital
Increase


-
Note 5
01.2011 10 200,000 2,000,000 157,614.9
1,576,149

Conversion
by Corporate
Bond

-
Note 6
09.2011 10 200,000 2,000,000 168,633.0
1,686,330

Turn Surplus
into Capital
Increase


-
Note 7
01.2012 10 200,000 2,000,000 168,419.0
1,684,190

Capital
Reduction of
Treasury
Stocks

-
Note 8
01.2013 10 200,000 2,000,000 168,422.9
1,684,229

Conversion
by Corporate
Bond

-
Note 9
04. 2013 10 200,000 2,000,000 168,426.9
1,684,229

Conversion
by Corporate
Bond

-
Note 10
07. 2013 10 200,000 2,000,000 173,083.0
1,730,830

Conversion
by Corporate
Bond

-
Note 11
10. 2013 10 200,000 2,000,000 178,696.1
1,786,961

Conversion
by Corporate
Bond

-
Note 12

Note 1 The capital increase was approved by the Commercial Department of the Ministry of Economic Affairs on 10.27.2005 with the letter No. 09401215680.

Note 2 The capital increase was approved by the Commercial Department of the Ministry of

~71~

Economic Affairs on 01.23.2006 with the letter No. 09501008980.

  • Note 3 The capital increase was approved by the Commercial Department of the Ministry of Economic Affairs on 04.20.2006 with the letter No. 09501069790.

  • Note 4 The capital increase was approved by the Commercial Department of the Ministry of Economic Affairs on 09.15.2006 with the letter No. 09501210050.

  • Note 5 The capital increase was approved by the Commercial Department of the Ministry of Economic Affairs on 08.10.2009 with the letter No. 09801177830.

  • Note 6 The capital increase was approved by the Commercial Department of the Ministry of Economic Affairs on 01.17.2011 with the letter No. 10001007920.

  • Note 7 The capital increase was approved by the Commercial Department of the Ministry of Economic Affairs on 09.13.2011 with the letter No. 10001209200.

  • Note 8 The capital increase was approved by the Commercial Department of the Ministry of Economic Affairs on 01.05.2012 with the letter No. 10101002430.

  • Note 9 The capital increase was approved by the Commercial Department of the Ministry of Economic Affairs on 01.18.2013 with the letter No. 10201008570.

  • Note 10 The capital increase was approved by the Commercial Department of the Ministry of Economic Affairs on 04.12.2013 with the letter No. 10201065570.

  • Note 11 The capital increase was approved by the Commercial Department of the Ministry of Economic Affairs on 07.22.2013 with the letter No. 10201145960.

  • Note 12 The capital increase was approved by the Commercial Department of the Ministry of Economic Affairs on 10.29.2013 with the letter No. 10201218460.

UnitShares UnitShares UnitShares UnitShares
Type of Stock Authorized Capital Note
Issued Shares (Note) Un-issued Shares Total Shares
Ordinary Shares 178,696,089
21,303,911

200,000,000

-

Note The shares of the Company are listed shares.

(2) Structure of Shareholders

April 21,2023 April 21,2023
Type of
Shareholders
Holding
Amount



Government
Agencies

Financial
Institutions
Other
Juridical
Persons
Domestic
Natural
Persons
Foreign
Institutions
and Natural
Persons
Total
Number of
Shareholders
0
16

81

16,494

68

16,659
Shareholding 0
3,910,291
19,235,399 138,661,746
16,888,653
178,696,089
Holding
Percentage(%)
0
2.19

10.76

77.60

9.45

100.00
~72~

(3) Shareholding Distribution Status

A. Ordinary Shares

A. Ordinary Shares
April 21,2023
Class of Shareholding Number of
Shareholders
Shareholding Holding Percentage (%)
1 ~ 999 6,207
930,018

0.52
1,000 ~ 5,000 8,606
16,216,591

9.07
5,001 ~ 10,000 947
7,413,539

4.15
10,001 ~ 15,000 301
3,765,491

2.11
15,001 ~ 20,000 187
3,421,252

1.91
20,001 ~ 30,000 144
3,619,446

2.03
30,001 ~ 40,000 69
2,458,245

1.38
40,001 ~ 50,000 38
1,761,798

0.99
50,001 ~ 100,000 73
5,351,636

2.99
100,001 ~ 200,000 33
4,687,078

2.62
200,001 ~ 400,000 21
5,842,981

3.27
400,001 ~ 600,000 8
4,088,367

2.29
600,001 ~ 800,000 4
2,888,026

1.62
800,001 ~ 1,000,000 6
5,224,813

2.92
1,000,001 or over 15
111,026,808

62.13
Total 16,659
178,696,089

100.00

B. Preference Shares The Company has not issued preference shares.

(4) List of Major Shareholders

(4) List of Major Shareholders
April 21,2023
Shareholding
Shareholder’s Name

Shares
Holding Percentage (%)
Chin-Tsai, Fan 20,786,813
11.63
Tzu-Bin,Fan 19,518,084
10.92
Mei-Rong, Fan Haung 14,584,781
8.16
Tzu-Ting,Fan 11,766,604
6.58
Sen-Hao, Cheng 9,178,888
5.14
Tsuey-Wen, Yeh 9,124,669
5.11
YingshengInvestmentCo.,Ltd. 7,080,323 3.96
Fan Dao Nan Foundation 5,523,881
3.09
HSBC Trustee Mitsubishi UFJ
Morgan
Stanley
Securities
TradingAccount


3,106,000

1.73
Citigroup Trustee UBS Europe
SE Investment Fund.

2,120,517

1.18
~73~

(5) The Related Information on Market Price, Net Worth, Earnings and Dividends per Share in the last two years

UnitNT$
Items Year
2021
2022 Current Year as
of April30,2023
Market
Price Per
Share(Note 1)
Highest 43.70
65.10

76.60
Lowest 35.10
41.30

53.10
Average 39.23
54.36

62.46
Net Worth
per Share
(Note 2)
Before Distribution 24.30
26.60

25.96
After Distribution 21.80
24.10

NA
Earnings per
Share
Weighted
Average
Shares
Before
Retroactive
Adjustment
178,696
178,696

178,696
After
Retroactive
Adjustment
178,696
178,696

NA
Earnings
per Share
(Note 3)
Before
Retroactive
Adjustment
3.95
4.56

1.18
After
Retroactive
Adjustment
3.95
4.56

NA
Dividends
per Share
Cash Dividends (Note 7) 2.5
2.5

-
Stoc
k
Divi
dend
s
Dividends
from
Retained
Earnings
(Note 7)


0

0

-
Dividends
from
Capital Surplus

0

0

-
Accumulated Undistributed
Dividends

0

0

-
ROI
Analysis
Price / Earnings Ratio
(Note 4)

9.93

11.92

-
Price / Dividends Ratio
(Note 5)

15.69

21.74

-
Cash Dividend Yield Rate
(Note 6)

6.37

4.60

-

Note 1 List the highest and lowest market prices for each year and current year as of April 30, 2023, and calculate the average market price for each year based on each year’s transaction value and volume.

Note 2 Net worth per share is based on the number of issued shares at the end of the year, and

is filled in according to the distribution of the resolutions of the Board of Directors or the next year's shareholders' meeting.

Note 3 If retroactive adjustment is required due to circumstances such as stock dividends, the earnings per share before and after adjustments shall be listed.The earnings per share

~74~

for March 31,2023 have been audited by accountants.

  • Note 4 Price / Earnings Ratio = Average Market Price per Share for the Year / Earnings per Share

  • Note 5 Price / Dividend Ratio = Average Market Price per Share for the Year / Cash Dividends per Share

  • Note 6 Cash Dividend Yield Rate = Cash Dividends per Share / Average Market Price per Share for the Year

  • Note 7 The 2022 cash dividend distribution has been approved by resolution of the Board of Directors.

  • (6) Dividend Policy and Implementation Status

  • A. The Dividend Policy stated in the Articles of Incorporation is as follows:

    • The Company's industrial environment is changing, and the life cycle of the Company is in the stage of stable growth. Considering the Company's future capital needs and long-term financial planning, and meeting the shareholders' needs for cash inflow, if the Company has a surplus after the annual final accounts, it will be in accordance with the following order to distribute:

      • (a) Pay taxes.

      • (b) Offset losses.

      • (c) Set aside 10% as legal reserve.

      • (d) Set aside or reverse the special reserve according to law.

      • (e) The balance together with the accumulated undistributed earnings of the previous year shall be allocated at least 10% as shareholders’ dividends, of which cash dividends shall not be less than 20% of the total dividends. However, if the cash dividend per share is less than NT$0.5, the shareholders' meeting may approve a resolution to distribute as stock dividends.

      • When the above-mentioned shareholders’ dividends are obtained by issuing new shares, it shall be submitted to the shareholders' meeting for resolution before distribution. The Company authorizes the Board of Directors by using resolutions with the attendance of more than two-thirds of the directors and the consent of more than half of the directors present to distribute all or part of the dividends and bonuses, capital reserve or legal reserve in the form of cash, and report to the shareholders' meeting.

  • B. Status of Proposed Distribution of Dividends at the Shareholders’ Meeting The Company's 2022 annual profit distribution statement as follows has been approved by the Board of Directors on March 14, 2023:

Profit Distribution Statement 2022

2022
UnitNT$
Item Amount
Net Income after Tax for the Current Period
815,408,565
Add: Adjustment for Actuarial Benefits 26,107,711
Add: Disposal of Financial Assets Measured at
Fair Value through other Comprehensive
Income


5,957,640
Minus: Set aside of Legal Reserve (84,747,392)
Minus: Set aside of Special Reserve (5,605,665)
~75~
Item Amount
Distributable Earnings for the Year 757,120,859
Opening Undistributed Earnings 1,110,363,065
Accumulated Distributable Earnings 1,867,483,924
Minus: Shareholders' Dividends - Cash
(NT$2.5 per share)
(Resolution of Board of Directors on March 14,
2023; Shareholders’Meeting Report)

(446,740,223)
Undistributed Earnings at the End of the Period 1,420,743,701
  • Note 1: The dividends to be distributed this year will be distributed based on the undistributed earnings in 2022.

  • Note 2: The actual distribution amount per share shall be based on the number of shares recorded in the shareholders list on the dividend distribution record date.

  • (7) Impact of the Proposed Stock Dividends on the Company’s Operating Performance and Earnings per Share

The Company plans to distribute cash dividends in 2022, and the stock dividends will have no impact on the Company's operating performance and earnings per share.

(8) Compensation of Employees and Directors

  • A. The percentage or scope of compensation for employees and directors stated in the Company's Articles of Incorporation is as follows:

  • The Company shall distribute the remaining balance in the following manner, according to the current year's profit status (that is, the pre-tax profit after deducting the profit before the distribution compensation of employees and directors as described below), and after making up losses:

  • a. Appropriate 1% to 10% of the balance as compensation for employees.

  • b. Appropriate no more than 3% of the balance as compensation for directors. Employees’ compensation may be issued in stock or cash, and the recipients of the stock or cash may include employees of affiliated companies who meet certain criteria. The compensation of directors mentioned above can only be paid in cash.

  • The distribution of compensation to employees and directors shall be submitted to the Board of Directors by the Remuneration Committee, and shall be implemented by a resolution with more than two-thirds of the directors present and the consent of more than half of the directors present, and reported to the shareholders' meeting.

  • B. The basis for estimating the amount of employee and director compensation, for calculating the number of shares to be distributed as employee compensation, and the accounting treatment of the discrepancy, if any, between the actual distributed amount and the estimated figure, for the current period:

  • The estimated compensation of employees and directors in this year is based on the percentage stipulated in the Articles of Incorporation, and the amount of compensation for employees and directors is provided in a certain proportion, and recognized as operating expenses of the current period. Afterwards, if there is a discrepancy between the actual distribution amount resolved by the Board of Directors and the estimated amount, it will be listed as profit or loss for the next year.

  • C. Status of distribution of compensation approved by the Board of Directors:

  • (a) Compensation of employees and directors paid in shares or cash. If there is any discrepancy from the estimated amount in the year of recognized expenses, the

~76~

number of discrepancies, reasons and handling status:

  - The employee’s cash compensation resolved to be distributed in 2022 was

  - NT$9,406,590. The estimated amount listed in the 2022 account was NT$9,435,917. The overestimated difference of NT$29,327 will be listed as profit and loss in 2023.

  - The compensation of directors resolved to be distributed in 2022 was NT$3,010,110. The estimated amount listed in the 2022 account was NT$3,000,000. The underestimated difference of NT$10,110 will be listed as profit and loss in 2023.
  • (b) Employees’ compensation paid in shares as a percentage of the total amount of the current net profit after tax in the current individual financial report and the total employees’ compensation: None.

  • D. Information of the Distribution of Compensation of Employees and Directors (with an indication of the number of shares, monetary amount, and stock price, of the shares distributed) in the previous year and, if there is any discrepancy between the actual distribution and the recognized employee, or director compensation, additionally the discrepancy, cause, and how it is treated:

Unit NT$ thousands

Distribution
Item
The
Distribution
Amount
Approved
by
the Board of
Directors
Estimated
Amount
for
Recognized
Expense Year
Difference
Amount
Discrepancy
Reason
and
How
it
is
Treated
Employees’
Compensation
8,341 8,339 2 (Note)
Directors’
Compensation
3,003 3,000 3 (Note)

Note It was the estimated difference in 2021, and the amount of the difference had been listed as profit or loss in 2022.

(9) Status of Buy-back of The Company’s Stock

The Company has no such situation.

4.2 Corporate Bonds

The Company has no such situation.

4.3 Special Shares

The Company has no such situation.

4.4 Global Depository Receipts

The Company has no such situation.

4.5 Employee Stock Options

The Company has no such situation.

4.6 Restricting Employees' Rights to Deal with New Shares

The Company has no such situation.

4.7 Mergers and Acquisitions (Including Mergers, Acquisitions & Divisions) or Transfer of Shares from other Companies to Issue New Shares

The Company has no such situation.

4.8 Financing Plans and Implementation

The Company has no such situation.

~77~

V. Operations Profile

1. Business Scope

(1) Scope of Business

The scope of our company business mainly includes: manufacturing and sales of western medicine, health supplements, and pharmaceutical raw materials; sales of medical devices, veterinary medicine, cosmetics, and milk powder.

A. The main business scope and the respective business portions are shown in the following table

table table table
Unit: NT$thousand
Product Category Sales Revenue Percentage
Pharmaceuticals for
HumanUse
2,527,248 43.2%
Health Supplements 1,933,562 33.0%
Others 1,390,558 23.8%
Total 5,851,368 100.0%
  • B. The Company’s current product offerings include:

    • (a)Western Pharmaceutical Formulations

    • (b) Health Supplements

    • (c) Pharmaceutical Raw Materials

    • (d) Veterinary Medicine

    • (e) Medical Devices

  • C. New products planned to develop include:

    • (a) Development of new formulation products

    • (b) Development of new pharmaceutical raw materials

    • (c) Development of new health supplements

  • (2) Industry Overview

  • A. Current Status and Development of the Industry

Based on the statistics from a presentation from the Industrial Development Bureau of the Ministry of Economic Affairs, it is estimated that the total annual output value of Taiwan's pharmaceutical industry in 2021 was NT$91.7 billion, a decrease of 3.0% compared to 2020. Among them, the output value of Western medicine formulations was NT$47.5 billion, accounting for 52%. The output value of Taiwan's pharmaceutical industry has a very low market share in the global market and has been in a trade deficit situation for a long time. However, the market is fiercely competitive, with international companies leveraging their abundant resources to seize the domestic pharmaceutical market. The products produced and marketed by the international markets are mostly high-priced new drugs under patent protection, with high market share. On the other hand, the drug price covered by Taiwan's National Health Insurance has been decreasing year by year, leading to a decline in the profitability of the pharmaceutical industry. Taiwan has become one of the countries with the lowest drug prices in the world. In accordance with the data from the 2022 Biotechnology Industry White Paper, from 2017 to 2021, the annual payment ratio of National Health Insurance for domestically produced generic drugs decreased to 19.2% in 2021, while the ratio of brand drugs reached as high as 67.4%, and the ratio of agents was 13.1%. Overall, imported drugs accounted for 80.5% of the market, limiting the production of domestically produced generic drugs in Taiwan and hindering the expansion of output value. Therefore, pharmaceutical companies are all eyeing the international market, striving to obtain international certifications such as overseas factory inspections by health authorities of

~78~

advanced countries to obtain licenses and enter the international market.

The percentage of National Health Insurance payment for drug expenditure from 2017 to 2021

Classification of
Pharmaceutical
Companies
2017 2018 2019 2020 2021
R&DCompanies 65.1 66.1 67.0 67.1 67.4
Agencies 14.0 13.3 12.8 13.1 13.1
Domestic
Producers
21.0 20.6 20.2 19.8 19.2

Source: National Health Insurance Administration, Ministry of Health and Welfare, Taiwan. "2022 Biotechnology Industry White Paper." May 10, 2022.

The pharmaceutical industry has emerged as an industrial sector for nearly a century. Due to the critical nature of pharmaceuticals to human health and safety, extensive R&D efforts and technical expertise are required throughout the entire process. From raw material manufacturing, new drug development, patenting, and pre-clinical and clinical trials, to regulatory approval and market launch, it is a highly technology-intensive and capital-intensive industry that is closely monitored by regulatory authorities to ensure drug safety and prevent abuse.

In Taiwan, the main sources of pharmaceutical supplies are domestic pharmaceutical companies, foreign pharmaceutical companies, and imported drugs. Domestic pharmaceutical companies primarily sell their products in Taiwan. In terms of marketing channels, pharmaceutical distribution channels can be categorized into hospitals, pharmacies, and clinics. Hospitals are the most important channel for pharmaceutical sales, but due to the factors of the National Health Insurance system, patients tend to go to large hospitals. In consequence, hospitals mainly rely on imported drugs and foreign pharmaceutical companies as their primary sources of pharmaceutical products. Despite the outcome of the implementation of the prescription release policy is still note obvious, the proportion of pharmaceutical sales through hospitals continues to increase. As domestic pharmaceutical companies mainly target clinics and pharmacies as their main markets, they face disadvantages in terms of drug prices and sales channels. Uneven distribution of medical resources further hinders the expansion of hospital channels for domestic pharmaceutical companies, posing hidden concerns for their future development.

  • B. The interconnectivity among the upstream, midstream, and downstream sectors of the industry

==> picture [574 x 204] intentionally omitted <==

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

Animals, and 生物技術 Biotechnology
Plants 動、植物
Fermentation 發酵
食品 Food
Manufacturers
of Western pharmaceuticals 中間體 Middle Chain Western medicine raw 西藥原料 Pharmaceutical Preparations (Prescription Drug (處方藥、西藥製劑 s, and Hospital Clinic Pharmacy Consumers
materials Non-Prescription Drugs) 成藥)
Synthesis 合成
媒焦油 Coal Tar
Synthesis 合成 ~79~
Petroleum 石油
Upstream Midstream Downstream Distribution Channel
----- End of picture text -----

The upstream of the pharmaceutical industry refers to the stage of raw materials used to produce pharmaceuticals, including chemicals, natural plants, minerals, microbial strains, and related tissue cells, with chemicals being the major bulk. The midstream mainly consists of the production of APIs (containing Pharmaceutical Ingredients).

The API industry is mostly organic chemical industry, and the processes vary depending on the source. For example, processes for obtaining natural materials include fermentation, extraction, and purification, while processes for general chemicals involve organic fermentation process for cultivation, extraction and separation, and purification. Genetic engineering equipment may also be used for the purification and recovery of drug intermediates.

The downstream is the pharmaceutical manufacturing sector, where raw materials are processed with excipients (such as binders, disintegrants, adhesives, lubricants, etc.) to produce convenient dosage forms, such as tablets, liquids, powders, capsules, ointments, and injections. Our company has both a raw material synthesis plant and a Western medicine formulation plant, which directly manufacture raw materials using synthetic technology or produce pharmaceutical intermediates using biotechnology fermentation. These are then supplied to the formulation plant to manufacture various dosage forms of Western medicine. Finally, our products are delivered to customers through our marketing system and reach consumers. Therefore, our company is an integrated pharmaceutical manufacturer covering the upstream, midstream, and downstream sectors of the pharmaceutical industry.

C. Trends in Product Development

  • (a) Western Pharmaceutical Preparations:

The pharmaceutical industry in our country is facing a period of transformation, and companies must make breakthroughs in industry integration, marketing strategies, and new product development in order to face international competition and create new opportunities for the industry. R&D is the lifeblood of the pharmaceutical industry. An important challenge for domestic pharmaceutical companies at this stage is not only to increase R&D funding but also to accelerate the alignment of domestic technology with international standards through strategic alliances, CDMO (Contract Development and Manufacturing Organization) or mergers and acquisitions. Furthermore, it is important for domestic pharmaceutical companies to choose product categories and directions that have relative niche advantages to avoid duplication of R&D and market competition with international pharmaceutical companies. In addition, the domestic pharmaceutical market is small and there are many small-scale pharmaceutical companies with a diverse range of products. It is difficult to compete with international pharmaceutical giants. Moreover, the excessive issuance of drug licenses by regulatory authorities has led to wastage of production resources, which is detrimental to the operation of local pharmaceutical companies. Therefore, expanding into international markets outside of Taiwan and international contract manufacturing has become an important trend for the growth and development of the pharmaceutical industry in Taiwan.

The development trend of pharmaceuticals is shifting towards the transformation of the traditional chemical synthesis industry into the biotechnology industry, including areas such as tissue biochemistry, cell biochemistry, and further advancement into molecular biomedicine technologies, entering the era of molecular drugs. This involves the production of chemically

~80~

specific drugs with molecular mechanisms and drug targets, tailored to the individual needs of patients with different symptoms, for personalized medicine. Moreover, biopharmaceuticals will focus on the development of highly efficient and low-toxicity drugs, as well as the development of drugs for the treatment of chronic diseases or diseases with complex pathological mechanisms, targeting diseases caused by genetic inheritance for treatment.

(b) Health Supplements:

In recent years, with technological advancements and increased awareness of national health, along with improvements in healthcare leading to longer life expectancy, the aging population has been growing. Health supplements have shifted from being luxury items to essential products for the general public. The market size of health supplements in Taiwan has been steadily enlarging. Based on the data released by the Department of Statistics of the Ministry of Economic Affairs, with the rising health awareness and the aging and declining birthrate population structure, healthcare prevention and the health of children have become particularly important, resulting in an increasing demand for functional health supplements and nutritional supplements. According to ITIS’s statistics, the production value of nutrition and health supplements in Taiwan reached NT$160.8 billion in 2021, with a growth rate of 6.3%. Due to global factors such as the Russia-Ukraine war and inflation, which have led to higher costs and weakened consumption power, some segments of the food market have experienced reduced growth momentum. It is estimated that the growth rate for 2022 will be 6.2%

The sales of nutritional supplements are closely related to economic conditions. Also, the intense competition in the market was due to the wide selection of products available. In recent years, the recurring COVID-19 pandemic has led to measures such as lockdowns, travel restrictions, and school and work suspensions. As China is a major export market for health supplements in our country, transportation and delivery limitation has affected the operations of the food and biotech industries. However, crises can also be a sign of opportunities The COVID-19 pandemic has heightened public awareness of health prevention and wellness, which drives the demand for nutritional supplements that promote immunity and enhance physical strength.

With advancements in medical care and improved sanitation, the average life expectancy of the population has been steadily increasing. Coupled with declining birth rates, and the significant aging population, the National Development Council predicted that Taiwan will enter a "super-aged society" (where the proportion of the elderly exceeds 20%) by 2025, and become an "ultra-aged country" with a proportion of elderly reaching 28% by 2036.

According to United Nations population statistics, it is projected that by 2050, 1/6 of the global population will be over the age of 65. The median age is also predicted to increase from 29.6 years in 2015 to 36.2 years in 2050. Aging society has become a common challenge worldwide, with an increasing population of people with chronic diseases. Among them, hypertension, cataracts, and heart disease are the most common chronic diseases among the elderly, posing significant financial burdens on government healthcare systems.

The aging population has also expanded the business opportunities for health food products, as the trend of health consciousness and the concept of elderly health care have risen in recent years. The main demand for domestic health food products has focused on joint maintenance, blood lipid regulation, gastrointestinal function improvement, immune system modulation, liver protection, and blood sugar regulation. In the future, there is potential for the development of health food products with efficacy claims in anti-aging or antioxidation, blood pressure

~81~

regulation, anti-fatigue, blood sugar regulation, and beauty/skin care. Therefore, the concept of preventive medicine, combined with scientifically validated health food products, has gradually formed a trend of self-health management to reduce medical expenses and maintain health and quality of life. The market for health food products with a concept of preventive medicine is expected to be stable and grow steadily year by year.

With the widespread use of the internet and the development of social media, coupled with the advent of the post-pandemic era, there has been an increased awareness of health among the public. People are seeking to enhance their immunity, improve their physical fitness and quality of life through the use of nutritional supplements, and manage their own body shape, which has become a modern trend. Sports and health, as well as nutrition supplements, will become a new blue ocean in the future. Due to the impact of the COVID-19 pandemic, remote work and distance learning are expected to be future trends. The excessive use of computers and smartphones has become common, and with the influence of the 3C intelligent era, excessive eye use has become a common issue among modern people. This has led to an increased awareness of eye health among the public, and the related health market is continuously growing.

According to the Consumer Index (Kantar Worldpanel Taiwan), the most commonly purchased health supplements include those for joint health, eyes care, beauty and skincare, and gastrointestinal health. A survey by the Directorate-General of Budget, Accounting and Statistics of Executive Yuan, showed that in 2020, healthcare and medical expenses accounted for 17.1% of household consumption expenditure in Taiwan, compared to 14.4% in 2019, reaching a new high. The increased expenditure can be attributed to the longer life expectancy of Taiwanese people and the strengthening of health care awareness. D.The Competitiveness of the Products

(a) Western Pharmaceutical Preparations:

For domestic pharmaceutical manufacturers, the implementation of the National Health Insurance of drug pricing, and drug price surveys, compressed profit margins and limited the development of the domestic pharmaceutical industry and the free market mechanism. This has resulted in a vicious cycle of price competition, as the high homogeneity of pharmaceutical products and price constraints have shortened product life cycles and increased product obsolescence, highlighting the importance of new product research and development.

International pharmaceutical companies are expanding their global footprint through mergers and acquisitions to expand their market presence and production capacity. Taiwan has internationally recognized GMP quality for pharmaceutical manufacturing, but compared to the low production costs in international markets, local pharmaceutical manufacturers have limited opportunities for international contract manufacturing. Therefore, a short-term reliance on domestic demand-based business models may not improve the situation for local pharmaceutical manufacturers. The Taiwanese pharmaceutical industry urgently needs to consider transformation, international market development, and strengthening competitiveness for sustainable business operations.

(b) Health Supplements

As the society becomes more refined and aging, chronic diseases are gradually becoming a global pandemic. Compared to pharmaceuticals, there is an increasing trend in the development of the market for health supplements that aim to prevent or delay the onset of diseases. The Taiwan Food and Drug Administration has already announced 13 methods for evaluating the efficacy of health supplements and their advertising claims, indicating the necessity for the

~82~

development of health supplements, and relevant regulations have become more comprehensive.

Due to lower regulations in terms of cost and benefits compared to pharmaceuticals, the market for health supplements is highly competitive with numerous competitors and products. Our company positions itself as a producer of high-priced, high-technology, innovative products with new efficacy and applications, to differentiate ourselves and avoid excessive competition in the market.

(3) Overview of Technology and Research & Development

A. The R&D expenses incurred in the recent years up to the date of printing of the annual report.

report.
UnitNT$ thousand
Item 2021 2022 For the period ending
March31,2023
R&D Expenditure 241,788 251,878 56,724
Percentage of
Revenue
5.25% 4.30% 3.80%

B. Successful Technological or Product Developments

Our company has strong R&D teams with years of accumulated experience in research and development. We have successfully launched new products in various therapeutic areas, including hypertension, diabetes, psychiatric drugs, gastrointestinal drugs, and circulatory system drugs. In recent years, we have focused on the development of special generic drugs (Better Than Generics) to lower side effects and improve patient compliance. We have developed special dosage forms such as injectables, sustained-release formulations, laser-drilled sustained-release formulations, and orally disintegrating formulations to create unique product differentiators for "single-source new drugs" and "branded generic drugs". Several niche products have obtained drug licenses and are on the market. We have designed orally disintegrating dosage forms for easy administration to elderly patients with swallowing difficulties, and we have applied for patents for laser-drilling technology and processes for Zero-Order drug release mechanism to achieve stable and sustained drug release.

In addition to the domestic market, Standard Chem. & Pharm. also actively explores international markets and invests in R&D resources to apply for Abbreviated New Drug Applications (ANDA) in the United States. Our diabetes drugs have been shipped to the United States for several years, and we have started shipping drugs for amyotrophic lateral sclerosis (ALS) in 2020, with lipid-lowering drugs obtaining drug approvals and awaiting market launch after patent expiration. With our technical capabilities in obtaining US drug approvals, we have also successfully entered the Japan and China market, accelerating the timeline for expanding international markets and increasing export sales.

In recent years, we have launched dozens of new products in the booming market of biochemical nutrition products, including ODM (Original Design Manufacturer) and our own branded products. In addition to R&D and production commissioned by major retailers, our own branded products, such as natto kinase red yeast rice, anti-allergic lactobacillus, menopause support, and eye protection, have gained popularity.

(4) Long-term and Short-term Business Development Plans

A. Short-term Business Development Plans

In response to the transformation of the health insurance system, organizational restructuring, strengthening of education and training, and strategic planning are urgent tasks. The key focus of business development includes the development of specialty drugs

~83~

for chronic diseases with high technological barriers, promotion of the business of health insurance pharmacies, development of the over-the-counter (OTC) market, and expansion into international markets. With the growing concept of prevention over treatment and the popularity of health products, our company will uphold the rigorous spirit of pharmaceuticals and actively develop and produce nutritional supplements, leveraging our established market channels for sales, and exploring opportunities in supermarkets and general food channels.

In addition to the domestic National Health Insurance market, to enhance competitiveness and seek sources of revenue growth, Standard Chem. & Pharm. actively expands into international markets, from exporting APIs in early years to exporting Western pharmaceutical products. Standard Chem. & Pharm. has obtained over 150 import licenses for pharmaceuticals in ASEAN Plus Three countries (including Singapore, Malaysia, Thailand, Philippines, Indonesia, Brunei, Vietnam, Laos, Myanmar, Cambodia, China, Japan, and South Korea), ranking first in the export of Western pharmaceuticals to ASEAN Plus One countries. Stable shipments to the United States, Japan, and China markets have also been achieved. In recent years, Standard Chem. & Pharm. has actively entered overseas markets, strengthened international market layout, and expanded its internationalization strategy from product exports to gradually include strategic collaborations, joint development, and contract manufacturing services as part of the strategic partnership models.

  • B. Long-term Business Developments Plans

  • (a)Production Aspect

    • Continuous expansion of production capacity, as well as construction of production facilities that comply with international standards set by the U.S. Food and Drug Administration (FDA), to increase production capacity and pursue international contract manufacturing opportunities.

    • Integrating resources within our company and affiliated enterprises, engaging in vertical integration, and maximizing economic benefits.

  • (b)Marketing Aspect

    • Western Medicine

    • i. Product: Strengthening the research and development of single-source drugs, development of new drugs as the first generic drug product in the United States, foreign drug registration and inspection, and importation of special drugs as an agent.

    • ii. Distribution Channels: Promoting pharmaceutical sales to major medical centers domestically, exporting to advanced countries such as Europe, the United States, and Japan, and establishing marketing points in Southeast Asia, China, and other countries.

    • Health Supplements

    • i. Product: Establishing private brand, increasing certified health food items, implementing food Good Manufacturing Practices (GMP) to enhance production standards.

    • ii. Distribution Channels: Promoting the placement of our products in medical institutions, pharmacies, and hypermarkets.

    • Raw material

    • i. Product: Update manufacturing processes to improve production efficiency and accept commissioned production from advanced countries.

    • ii. Distribution channels: Integrate marketing efforts and establish a professional contract manufacturing model for active pharmaceutical ingredients (APIs) to expand into advanced markets such as Europe, the United States, and Japan.

  • (c) Research and Development (R&D) Aspect:

    • Development of new dosage forms: sustained-release formulations,
~84~

fast-dissolving tablets, long-acting injections, specialized formulations, etc.

 New drug development: development of branded new drugs and drugs with new active ingredients.

 Continued promotion of opportunities for consistency evaluation in Mainland China: leveraging successful registration experiences in the US and Japan, increasing technology transfer and shared income, as well as seeking import approvals for proprietary brands to collaborate with pharmaceutical companies for sales and expand the market in Mainland China.

2. Market and Sales Overview

  • (1) Market Analysis

A. Sales regions of major products:

Standard Chem. & Pharm. sells products including Western medicine, health supplements, APIs, medical equipment, veterinary medicine, cosmetics, infant formula, etc. The sales regions cover not only the domestic market but also China, South Korea, Southeast Asia, Europe, the United States, and other regions. Sales distribution of Standard Chem. & Pharm. exports to different countries in 2022:

(a)China 13%

  • (b)Southeast Asia 19%

(c)Other Asian Countries 20%

(d)Japan 24%

(e)Other Countries in Americas 3%

(f)Europe 14%

(g)Africa 3%

  • (h)United States 4%

Standard Chem. & Pharm. has over a hundred sales personnel engaged in direct sales in the domestic market, and has established four regional offices in the northern, central, southern, and Kaohsiung-Pingtung areas for sales and business personnel education, training, and management. For overseas sales, Standard Chem. & Pharm. has subsidiary companies in Jiangsu and Taizhou of China, and the Philippines. We also have representative offices in Vietnam for customer service. The Company actively develops markets in mainland China, the Middle East, Southeast Asia, Japan, the Americas, Europe, and Australia, adopting international professional division of labor to overcome barriers to entry into international markets. Standard Chem. & Pharm. is committed to enhancing its international competitiveness, expanding its international marketing network, and increasing sales in international markets to address production challenges such as the small domestic demand market, difficult market segmentation, and price reductions of health insurance drugs in Taiwan.

B. Market Share, Future Market Supply-Demand Conditions, and Growth Potential

The pharmaceutical industry not only promotes human welfare but also has significant economic development potential. Additionally, as it is closely related to human health, the industry is less impacted by overall economic conditions. In recent years, due to declining birth rates, the global population has shown a noticeable aging trend, with an increasing proportion of elderly people. Aging-related factors such as physical and functional deterioration make the elderly more susceptible to diseases, resulting in higher medication usage compared to the general population. Therefore, it can be anticipated that the pharmaceutical market will continue to expand in the future, driven by increasing health awareness, innovative developments in biotechnology, the use of new drugs for elderly diseases, and the growing global demand for new medical therapies.

The analysis of the top six featured products/therapeutic areas and their revenue contribution by Standard Chem. & Pharm. is as follows:

~85~
  • (a) Central nervous system and orthopedic medications is the Company's top therapeutic area, accounting for the highest proportion of revenue. This includes various pain-relief medications, muscle relaxants, dementia medications, Parkinson's disease medications, and calcium supplements for osteoporosis. The Company not only meets the demand for basic pain-relief medications in various levels of healthcare institutions, but also addresses the needs of an aging society with dementia medications, Parkinson's disease medications, and calcium supplements for osteoporosis. The oral suspension calcium supplement All-Right Calcium is a well-known product in the market, known for its pleasant taste, the convenience of use, and high market share. It's worth mentioning that the Company also has the only acetaminophen-based injectable medication in the domestic market, providing clinicians with a safer and more effective option for pain relief and fever reduction, allowing for more diversified treatment strategies for clinicians in different medical specialties. In recent years, the role and application of acetaminophen injectable medication have also been emphasized in mainstream multimodal analgesia (MMA) and enhanced recovery after surgery (ERAS) in the field of anesthesia. The role and application of acetaminophen injectable medication are also highly valued. This provides safer and better care for postoperative pain control and recovery. Central nervous system and orthopedic medications have accounted for 25% of company’s revenue in 2022.

  • (b) Cardiovascular medication accounts for the second largest proportion of our company's revenue in the therapeutic area. Our product range includes various classes of antihypertensive medications and cardiovascular risk management drugs, including popular ARB medications and long-standing beta-blocker medications. Our Propranolol, which is a main ingredient in our products, holds the highest market share in the domestic market and is widely recognized and adopted by various medical institutions. Our Co-Midis Tab. product, which utilizes special processing and excipients to overcome moisture susceptibility issues seen in other products, has gained recognition from physicians and achieved sustained sales growth. In 2021, it was awarded the Golden Quality Award for Pharmaceutical Technology Research and Development, and the formulation technology has also been granted a patent in Taiwan. Additionally, our Adapine S.R.F.C. Tab. 30 mg and Dustbin XL Tab. 4 mg are sustained-release formulations that utilize laser-drilled technology, allowing for a smooth and gradual release of medication to achieve stable blood pressure control. Our laser-drilling pharmaceutical technology has also been patented. Cardiovascular medication accounted for 24% of our company's revenue in 2022, demonstrating customer recognition and preference.

  • (c) Gastrointestinal medication is the core specialty of our company which is also the product since the inception of our company. We have continuously invested in the development of gastrointestinal drugs, living up to our reputation as the "kingdom of gastric medicines." It remains our third largest therapeutic area, with many of our foundational drugs such as Omezol Cap. and Fading Tab. holding a significant market share. Our ulcer medication, Panzolec Gastro-Resistant Tab., also holds a brilliant sales performance. Gastrointestinal medication not only performs well in the domestic market but also has multiple exports to international markets. We have several unique formulations of gastrointestinal drugs, such as the only oral suspension in the country, Scat Suspension, which effectively treats upper gastrointestinal ulcers and symptoms related to gastroesophageal reflux using its unique formulation. We also produce various stable and unique frozen crystal injectable formulations using freeze-drying

~86~

technology, such as Emazole Lyo-Injection and Panzolec Lyo-Injection. In 2022, gastrointestinal medication accounted for 15% of our company's revenue.

  • (d) Metabolic system medication, including diabetes medication and uric acid-lowering medication, is also one of the major therapeutic areas that our company focuses on. Keeping up with clinical trends and patient medication needs, we continue to invest in new drug development, with a comprehensive product line of blood glucose-lowering drugs with various mechanisms of action and next-generation uric acid-lowering drugs. Our well-known brands for clinical diabetes medication include Lotion Tab. 500 mg and 850 mg, Acarose Tab., and Pioglit Tab., which have helped many diabetic patients achieve better blood glucose control. In response to the aging population and the increasing demand for multiple medications used by patients, we have developed many combination products for the convenience of patients and to improve medication adherence, such as Lodiglit Tablets and Grumed-M Tablets. We have also completed multicenter clinical trials for Migbose (Miglitol) Tab. 50mg. In the uric acid-lowering medication segment, Febuton F.C. Tab. 40mg and 80mg are new-generation products that have been selling well in recent years, with continued revenue growth and recognition for use in various levels of medical institutions in the country. In 2022, metabolic system medication accounted for 14% of our company's revenue.

  • (e) Urinary system medication, includes medication for benign prostatic hyperplasia (BPH), sexual dysfunction, and urinary incontinence. For the treatment of BPH, our company has developed medication Tamlosin (Tamsulosin) in multiple dosage forms to meet the clinical needs of patients. This includes Tamlosin SR Cap., which is a sustained-release capsule, Tamlosin D Tab., which is a sustained-release orally disintegrating tablet, and Tamlosin PR Tab., which is a sustained-release film-coated tablet. These products are commonly prescribed in the market for clinical use. For medication related to sexual dysfunction, we have the well-known product Wellnitin ODT, which is an orally disintegrating tablet, and Lonfilis F.C. Tab., which is a film-coated tablet. In 2022, urinary system medication accounted for 8% of our company's revenue.

  • (f) Respiratory system medication, which includes expectorants, cough suppressants, antihistamines, bronchodilators, and medication for treating cold and nasal congestion, is another important area for our company. Our main medications in this category are used for treating respiratory tract infections related to the common cold. We have well-known expectorants and cough suppressants such as Cough Mixture Solution, Colin Solution, Musco Tab, and Coheal Cap., which are widely used in various medical institutions. We also have popular antihistamines such as Levozine Tab and Fexodine Tab. In 2022, respiratory system medication accounted for 7% of our company's revenue.

Our company has undergone years of development and has established a solid foundation. With our excellent research and development talents, strong financial capabilities, and a comprehensive supply chain structure spanning upstream, midstream, and downstream products, our operational scale continues to expand. We have also obtained numerous domestic and international certifications and patents. Therefore, despite the ongoing growth of the global pharmaceutical market and the gradual elimination of small-scale pharmaceutical companies domestically, our company still has ample room for business development.

  • C. Competitive Advantages and Development Prospects, Favorable and Unfavorable Factors, and Countermeasures.

  • (a) Competitive Advantages:

    • The aging population and the continuous growth of medication usage for chronic
~87~

diseases, which align with the core products of our company, will be favorable for our development.

  • Possessing a research and development team and pharmaceutical regulatory experts, with successful registration experiences in the US and Japan, will facilitate product development and registration, shortening the time to market.

  • Our company is actively developing special dosage forms such as sustained-release formulations, orally disintegrating tablets, effervescent tablets, etc., through internal research and development as well as seeking foreign technology collaborations or agency sales, in order to enhance our market competitiveness.

  • For existing high-value products that are already on the market, we will improve dosage forms, dosages, and packaging to extend their product life cycles.

  • As part of the Standard Chem. & Pharm., which is a vertically integrated enterprise with the capabilities of research, production, and sales from raw materials to finished formulations, we are more competitive than pharmaceutical companies with production or sales-oriented approaches.

  • Technological innovation, product innovation, and service innovation are maintaining our price competitiveness.

  • High-quality, professional, and attentive services are the key factors that contribute to the high added value of Standard Chem. & Pharm.'s products.

  • (b) Favorable Factors

  • Actively participating in international pharmaceutical exhibitions to promote

  • the sales of imported generic drugs in Taiwan.

  • Collaborating with pharmaceutical companies in Europe, North America, or

  • Japan to share research and development costs, expedite the introduction of products into the domestic market, and absorb foreign research and development experience for future reference in the Company's own product development and export products.

  • Actively developing markets in Europe, America, Japan, and other countries to expand sales volume and reduce costs.

  • The Company has obtained multiple official inspections and international certifications, such as FDA, PIC/S GMP, Japan Ministry of Health, ISO9001, ISO14001, and ISO 45001, which provide clear guarantees for technology and quality. The positive international reputation is conducive to obtaining international contract manufacturing opportunities.

  • Non-reimbursed items of National Health Insurance, including over-the-counter drugs, self-medication, and health food, are expected to be the main sources of future growth in the out-of-pocket market. The Company will continue to develop this market through its existing extensive customer channels.

  • Biotechnology and pharmaceutical industries are among the ten emerging industries listed by the government for national development and support. The affiliated companies under the LifeTech Group cover both biotechnology and pharmaceutical industries, which have great potential for future development.

  • Due to medical advancements and extended life expectancy, the elderly population is increasing rapidly, and governments of various countries are actively encouraging the use of generic drugs to reduce the financial burden on healthcare systems. Therefore, the market for generic drugs is expected to continue to grow.

  • (c) Unfavorable Factors

  • Increasing Labor Costs

Due to the rising awareness of labor rights and the improvement of various benefits, the operational costs of the Company have gradually increased. In

~88~

order to cope with the rising labor costs, the Company actively strengthens process control, and process improvement to enhance production efficiency, and replaces inefficient equipment with new ones to increase production capacity and productivity, thereby reducing product costs and enhancing competitive advantages.

  • Difficulty in Finding Professional Talents

    • The pharmaceutical industry is constantly evolving in terms of technology, requiring high-tech, highly educated, and professionally qualified talents. The government and related agencies have formulated subsidy measures to incentivize overseas talents to return to the country and implement national defense training measures and cooperate with the industry which actively promotes talent cultivation, retention, and recruitment. It has gradually attracted talents from overseas to Taiwan.
  • Consumer Preference for Foreign Original Brand Drugs

    • State-owned pharmaceutical factories can produce products with the same therapeutic effect as foreign original brand drugs, but due to the preference of consumers for foreign brands, they are at a disadvantage in competition. Taiwan has become a member of the Pharmaceutical Inspection Cooperation Scheme (PIC/S), and pharmaceutical factories have fully complied with PIC/S GMP regulations, improving the overall quality and competitiveness of state-owned pharmaceutical factories.
  • The proliferation of Small-scale Factories, Leads to vicious competition Many pharmaceutical companies in Taiwan are small and medium-sized, with a wide variety of products, which can easily result in vicious competition. Therefore, the Company has been committed to research and development and improving product quality, reducing product varieties, expanding international markets, and hoping to develop a production economy with fewer varieties and larger quantities in product planning, in order to break away from vicious competition with competitors.

  • (d) Countermeasures

  • Actively engage in product R&D, technological improvements, and channel development in line with the government's promotion of industry upgrades. Foster a global perspective within the Company and enhance the frequency of interaction between internal resources and external environment to promote stable business growth and increase international competitiveness.

  • Accelerate market expansion in international markets, particularly in the rapidly growing pharmaceutical markets in China and neighboring Japan. The United States has the most rigorous pharmaceutical regulations in the world, with ongoing submissions, inspections, and registrations by the FDA being proof of improving pharmaceutical standards. The Company has a strong presence in the Southeast Asian market for 20 years, continuously registering new products to seek stable growth.

  • The Company owns an API synthesis plant and has a strategic investment in Syn-Tech Chem. & Pharm., ensuring the stable supply of key raw materials.

  • Strengthen the product line by actively seeking technical cooperation or acting as an agent for generic drugs from well-known pharmaceutical companies in Europe, the United States, and Japan to expand the Company's product portfolio.

  • Strengthen services and information provided to medical and pharmaceutical professionals to offer more effective products and medical information. Enhance the professionalism of sales personnel through specialized training, establish various forms of cooperative relationships with medical professionals, and assist them in raising awareness of patient services, improving medical quality, and

~89~

optimizing management systems and efficiency to solidify the market for grassroots medical institutions and community pharmacies.

  • Comply with consumer protection laws, promote public relations, set up a toll-free service hotline, educate the public on correct medication knowledge, and promptly handle customer complaints.

(2) The Main Uses and Manufacturing Processes of Our Company's Products

  • A. Our products can be categorized into the following uses:

  • (a) Circulatory system medication:

Enhancing blood vessel dilation and circulation, improving cerebral metabolism, dilating coronary arteries, reducing blood lipids, lowering blood pressure and promoting diuresis, and stopping bleeding.

  • (b) Digestive system medication:

Reducing gastric acid secretion, controlling diarrhea, treating gastric and duodenal ulcers, promoting digestion, and enhancing gastrointestinal motility.

  • (c) Respiratory system medication:

Suppressing cough and promoting expectoration, and bronchial dilation.

  • (d) Nervous system medication:

Antiallergic, antipyretic and analgesic, sedative, and skeletal muscle relaxant.

  • (e) Metabolic medication:

Hormone preparations, liver disease treatment, and diabetes management.

  • (f) General food and health food:

Health maintenance and well-being.

  • B. Manufacturing Processes

  • (a) The process of pharmaceutical formulation

    • Tablet

Raw material → Sieving → Mixing → Granulation → Drying → Milling → Tablet → Sorting → Packaging → Repackaing

 Injection

==> picture [29 x 9] intentionally omitted <==

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

Coating
----- End of picture text -----

==> picture [157 x 48] intentionally omitted <==

==> picture [247 x 24] intentionally omitted <==

==> picture [36 x 18] intentionally omitted <==

==> picture [158 x 18] intentionally omitted <==

 Powdered Formulation

Raw Material→Filling→Capping

→ Sealing→Various Inspections→Labeling→Sorting→Packaging

Material→Washing→Drying and Sterilization

 Capsule Formulation

Materials → Sieving → Mixing → Capsule Filling → Sorting → Packaging

 Ointment formulation

Raw Material → Dissolution → Mixing → Emulsification → Filling → Dispensing → Packaging

~90~

 Liquid Formulation

Raw Material → Dissolution → Filtration → Filling → Sealing → Inspection → Labeling → Packaging

(b) Synthetic raw material manufacturing process:

Material→Reaciton→Distillation Purification→Intermediate (I)→Hydrogenation Reaction→Intermediate (II)→Reaction Optical Separation←Reaction ( Ⅴ )←Hydrogenation Reaction←Intermediate ( Ⅳ )←Dehydrogenation reaction.←Intermediate (III)

Intermediate (VI)→Acetylation→Intermediate (VII)→Cyclization→Intermediate (VIII)→Hydrolysis→Intermediate (IX) Drying←Filtration←Recrystallization Purification←Filtration←Crystallization←Extraction←Intermediate (X)←Methylation Milling→Final Product

(3) Supply Status of Main Raw Materials

Our company sources raw materials from domestic and foreign suppliers. To ensure a stable supply chain, we maintain close cooperative relationships with our suppliers and actively explore new potential suppliers. Additionally, our synthetic department collaborates with our affiliated companies, Syn-Tech Chem. & Pharm., Ltd. and Syngen Biotech to secure the necessary raw materials.

~91~

(4) Names of customers who accounted for more than 10% of the total amount of goods purchased/sold in any of the most recent two years, and the amounts and percentages of the goods purchased/sold

A. Names of customers who accounted for more than 10% of the total amount of goods sold in any of the most recent two years:

Unit: NT$ thousands

Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands
2021 2022 2023 as of the Previous Quarter
Item Name Amount Ratio of
Annual
Net Sales
[%]
Relationship
with Issuer
Name Amount Ratio of
Annual
Net Sales
[%]
Relationship
with Issuer

Name
Amount Ratio of
Annual Net
Sales [%]

Relationship
with Issuer
1 G
Company
459,454
9.98

None
G
Company
583,002
9.96

None
G
Company
175,248
11.74

None
2 Others 4,144,628
90.02

-
Others 5,268,366
90.04

-
Others 1,317,777
88.26

-
3 Net Sales 4,604,082
100.00

-
Net Sales 5,851,368
100.00

-
Net Sales 1,493,025
100.00

-

Note: Because the contract stipulates that the name of the customer shall not be disclosed or if the transaction object is an individual and not a related party, it can be code-named.

The Reasons for the Increase or Decrease The Group's overall consolidated revenue increased due to the increase in consolidated entities in 2022. Although sales to major customers increased, on the contrary, the proportion of sales to the total decreased.

  • B. Names of customers who accounted for more than 10% of the total amount of goods purchased in any of the most recent two years None.
~92~

(5) Production Value in the Last Two Years

Unit NT$ thousands

UnitNT$ thousands UnitNT$ thousands UnitNT$ thousands
Category Year 2021 2022
Item Unit Production
Capacity
Production
Quantity
Production
Value
Production
Capacity
Production
Quantity
Production
Value
Medicines
for
Human
Purposes
Tablets Thousands
Grain

1,319,032

1,167,888

721,895

1,319,032

1,353,903

760,062

Injections
Thousands
Needle

54,350

11,145

263,582

54,350

7,333

181,333
Capsules Thousands
Grain

194,364

183,887

141,640

194,364

210,737

164,058
Liquid Liter 2,924,000 453,776 95,096 2,924,000
653,606

128,765
Others -
-

34,298
-
-

29,251
Sub-total 4,491,746 1,816,696 1,256,511
4,491,746
2,225,579 1,263,469
Health
supplements
-
-

790,107

-

-

1,031,988
Others -
-

185,882

-

-

689,774
Totals 4,491,746
1,816,696

2,232,500

4,491,746

2,225,579

2,985,231

(6) Value of Sales Volume in the Last Two Years

Unit NT$ thousands

UnitNT$ thousands UnitNT$ thousands UnitNT$ thousands UnitNT$ thousands
Category Year 2021 2022

Item
Unit Domestic Sales Export Sales Domestic Sales Export Sales
Volume Value Volume Value Volume Value Volume Value
Medicines
for
Human
Purposes
Tablets Thousands
Grain
1,062,321 1,391,510
104,734

211,032
1,185,561 1,428,614
117,295

193,401
Injections Thousands
Needle
5,243
121,031

6,216

252,801

6,106

130,062

1,888

79,959
Capsules Thousands
Grain
155,304
240,920

21,488

39,746

126,937

200,447

14,192

34,976
Liquid Liter 453,977
221,340

6,612

2,080

639,845

267,685

10,970

2,400
Others -
33,110
-
23,604

-

153,935
-
35,769
Sub-
total
1,676,845 2,007,911
139,050

529,263
1,958,449 2,180,743 144,345
346,505
Health
supplements
- 1,430,808
-

144,750

-
1,788,110
-

145,452
Others -
277,666
-
213,684

-

639,987
-
750,571
Totals 1,676,845 3,716,385
139,050

887,697
1,958,449 4,608,840 144,345 1,242,528
~93~

5.3 Human Resources

Employee Information for the Past Two Years and as of the Publication of the Annual Report

Year Year 2021 2022 Current Year as of
March31
Number
of
Employees

Business Personnel
310
323

320
Administration
Personnel
244
272

283
Manufacturing
Personnel
664
872

890
Researchers 122
129

126
Total 1,340
1,596

1,619
Average Age 40 40
40
AverageYears ofService 10 10 10
Academic
Distribution
Ph.D. 1.7%
1.8%

1.8%
Masters 20.3%
19.3%

19.3%
Bachelor’s Degree 55.1%
54.2%

53.8%
Senior High School 20.6%
22.3%

22.7%
Below Senior High
School
2.3%
2.4%

2.4%

5.4 Environmental Protection Expenditure

In the most recent year and up until the date of this annual report, regarding losses incurred due to environmental pollution (including compensation and violations of environmental protection regulations resulting from inspections), their dates, reference numbers, specific violations, violation details, and penalty outcomes are as follows:

The Company has no such situation

The Group has invested approximately NT$26 million to establish a wastewater treatment facility, ensuring the continuous compliance with emission standards and the improvement of emission quality. Additionally, an exhaust gas scrubber has been installed to collect and reduce air pollutants. The company has implemented daily self-monitoring of wastewater discharge COD (Chemical Oxygen Demand) and regularly replaced the activated carbon filter media in the wastewater treatment system.

5.5 Labor Relations

(1)Welfare Measures and Implementation Status

In order to benefit all employees’ welfare and promote harmony between labor and management, the Group has formulated a comprehensive welfare system and established an Employee Welfare Committee. The Company appropriates welfare funds according to the law and hands them over to the Welfare Committee to handle various welfare measures. In addition to the employee welfare measures of the Welfare Committee, the Company also has marriage subsidies, maternity subsidies, funeral subsidies, scholarship subsidies for employees and their children, emergency loans for employees, trust savings grant for employee, group insurance, performance bonuses, holiday cash gift for Dragon Boat, Mid-Autumn and Chinese New Year, pure gold coins and prizes for senior and excellent employees, rental assistance, home purchase congratulations bonus, and employee dormitory etc. And the Company organizes various leisure activities for employees, such

~94~

as providing sports and leisure venues, sports day, local tour activities and various club activities. The Company also provides staff cafeteria and nursery rooms for employees to use, one free health check per year, transportation, etc. The implementation is going well and the employees are enthusiastically involved.

(2) Continuing Education and Training System, and the Status of their Implementation

The Company has established "Employee Training Program" to provide employees with the skills and information they need to perform their jobs, and according to different grade of employees, design different training courses and formulate medium and long-term training plans, and searches for lecturers internally or outsourcing training, and even promoted and implemented E-learning and Knowledge Management in 2006.

The implementation status in 2022 is as follows:

Category Number of
People
Hours Fee (NT$ thousands)
Departmental
Training
GMP Training
112,040
46,522

1,885

Outsourcing
Training
346
2,909
Total 112,386
49,431

In 2022, the Company’s managers participated in the trainings related to Corporate Governance as follows:

Title Name Organizer Course Title Training
Hours
Accounting
Supervisor

Jui-Hung,
Hsu
(Note)

Taiwan Institute of
Ethical Business
(TIEB)
2022 Securities Trading Act - Judgment
Selection for False Financial Reports:
Starting from How Directors Fulfill
Their Duties



3 hours
Accounting Research
and Development
Foundation
Continuous Professional Development
Course for Issuers, Securities Dealers,
andExchangeAccounting Supervisors


12 hours
Audit
Supervisor
Jun-Ren,
Chen
The Institute of
Internal Auditors ,
R.O.C.
Facing the Waves of Climate Change
and
Sustainable
Development:
Exploring the Impact on Corporate
Internal
Controls
and
Response
Measures
from
an
ESG
Risk
Perspective





6 hours
Practical Analysis of Cross-Strait Tax
Audit and Regulatory Interpretation

6 hours

Note: Jui-Hung, Hsu resigned on April 1, 2023.

(3) Retirement System and Implementation Status

  • A. Since the implementation of the "Labor Pension Act" on July 1, 2005, employees can choose to apply the provisions of the labor pension system stipulated in the "Labor Standards Act" or the "Labor Pension Act".

  • B. Employees who choose to apply the "Labor Standards Act", according to the Company's Employee Retirement Regulations, where the employee attains the age of fifty-five and has worked for fifteen years or has worked for more than twenty-five years or attains the age of sixty and has worked for ten years may apply for voluntary retirement; if the

~95~

employee attains the age of sixty-five or is unable to perform his/her duties due to disability, the Company may force the employee to retire. For each retired employee, two bases are given for each full year of service rendered. But for the rest of the years over 15 years, one base is given for each full year of service rendered. The length of service is calculated as half year when it is less than six months and as one year when it is more than six months. The total number of bases shall be no more than 45 and the retirement pension base shall be six months’ average wage of the employee at the time when his or her retirement is approved, and the calculation of the average salary is handled in accordance with the relevant provisions of the Labor Standards Act.

  • C. For employees who choose to apply the "Labor Pension Act", the Company will contribute the labor pension no less than six percent of the employee’s monthly wage to the employee's personal account in the Labor Insurance Bureau. The principal and accrued dividends from the employee’s individual labor pension account are to be paid in monthly pension payment or lump-sum payment upon retirement.

  • D. The implementation of the retirement system is going well.

  • (4) The Agreements between Labor and Management and the Status of Protection Measures for Various Employees’ Rights

  • A. The Company has established the Employee Welfare Committee to conduct extensive and in-depth discussions with management on employee welfare measures to enhance the harmonious atmosphere between labor and management.

  • B. The Company has established suggestion mailbox appeal hotline, proposal improvement platform and line@ platform, which allow employees to have a variety of smooth appeal channels and reflect suggestions and opinions related to work and employee care, and allow the Company to understand and improve, and protect the legal rights of employees and provide comprehensive care, and jointly create greater positive development of the Company to improve labor relations.

  • C. The Company formulated work rules and personnel management rules, and clearly stipulated matters related to the rights, obligations and management matters of both labor and management, so that employees can fully understand and protect their own rights and interests.

  • D. The Company launched the Employee Assistance Program (EAP) in 2020 to provide psychological and work consultation through professional counselors to reduce the pressure of employees and help employees and their families solve various psychological and behavioral problems, to maintain the physical and mental health of employees.

  • (5) Any Loss due to Labor Disputes in the Past Year and as of the Date of Publication of the Annual Report (Including the Results of Labor Inspection that Violate the Labor Standards Act, the Sanction Date, Sanction Number, Violated Laws and Regulations, Violated Regulatory Content, and Sanction Content Should Be Listed)

  • The Group adheres to the business philosophy of promoting labor-management harmony and creating a favorable working environment for employees. In the most recent year and up until the printing date of the annual report, no losses have been incurred due to labor disputes.

  • (6) Estimated Amounts and Countermeasures That May Occur at Present and in the Future The Group adheres to the business philosophy of promoting labor-management harmony and creating a favorable working environment for employees. In the most recent year and up until the printing date of the annual report, the likelihood of labor disputes occurring has been low.

~96~

5.6 Information Security Management

  • (1) Risk Management Framework, Policies and Specific Management Plans of Information Security, and Resources Invested in Information Security Management

  • A. The responsible unit of the Company's information security is the Information Section, which is responsible for formulating internal information security policies, planning and implementing information security operating procedures and promoting and implementing information security policies. The Audit Office is the supervisory unit of information security supervision and responsible for supervising the implementation status of internal information security. If any deficiencies are found in the inspection, the Audit Office will immediately ask the inspected unit to propose relevant specific improvement measures, regularly track the improvement results to reduce the risk of internal information security, and report the audit results to the Board of Directors regularly.

  • B. The Company's information security policy and specific management plan contains the following three aspects:

    • (a) System Specification: Formulate the Company's Information Security Policy and Information Security Operating Procedures, standardize personnel's information security behavior, regularly review whether the relevant systems are in line with changes in the operating environment, and make timely adjustments according to the needs. Internal audits are carried out on a regular basis to strengthen the operation management of the Company's information security.

    • (b) Technology Application: In order to prevent various external information security threats, various information security protection systems have been established to enhance the security of the overall information environment. In addition, in order to ensure that the operation behavior of internal personnel complies with the standards of the Company's system, the tools of the information security system are introduced to implement personnel information security management measures.

    • (c) Personnel Training: The Company implements the information security training practical course for new employees when newcomers arrive, and builds several information security E-Learning courses, and promotes information security to employees through the Company's intranet every month in order to enhance the knowledge and professional skills of the internal personnel’s information security.

  • C. The Company regularly reviews the regulations of internal information security, analyzes internal risk levels, and formulates strengthening projects for information security management measures based on the results of the risk assessments, so as to refine and enhance the overall information security environment. It is assessed not to be a major operational risk.

  • D. In order to strengthen the technology and the protection of information security, our company has successively invested about NT$8,146 thousands in information security protection since 2020, and has also prepared a related budget for information security of more than NT$3,786 thousands in 2023.

  • (2) In the Most Recent Year and as of the Date of Publication of the Annual Report, Losses, Possible Impacts and Countermeasures Due to Major Information Security Incidents The Company has no such situation.

~97~

5.7 Important Contracts

As of the publication date of the annual report, the counterparties, major contents, restrictive clauses, and dates of commencement and expiration of supply and marketing contracts, technical cooperation contracts, engineering contracts, long-term loan contracts, and other important contracts that are sufficient to affect shareholders’ equity

ffect shareholders’ equity
Type of
Contract
Counterparty Period of Contract Major Contents Restrictions
Financing Contract KGI Bank January 15, 2021

January15,2026
Medium-term secured loan limit -
Lease Contract Southern Taiwan Science Park
Bureau, NSTC
January 1, 2018

July19,2040
Land Lease Contract of Southern Taiwan Science Park
Plant

-
Technology
Transfer Contract
Sichuan Zangbaochongcao
Biotechnology Co., Ltd.
December 31, 2013

December 31, 2033


Transfer of patented technology to the Group
Duty of Confidentiality
Engineering
Contract
YunChengConstruction Co., Ltd. According to
construction
progress
The expansion project of Southern Taiwan Science
Park Plant

-
Entrusted Operation
Contract

Tainan City Government
Agriculture Bureau
January 1, 2021

December 31.2024
Contract for entrusted operation and management of
Taikang Organic Agriculture Zone in Tainan City

-
Engineering
Contract
Ke Shi Construction Co., Ltd. December 1, 2021
~Warranty for
three years from the
date of acceptance

C.D plants new civil engineering
-
February 17, 2022
Warranty for three
years from the date
of acceptance
Construction of Synthetic Office and Stability Testing
Laboratory Civil Engineering.
Engineering
Contract
ChuHsinMachinery Engineering
Contract
December 8, 2021
~Warranty for two
years from the date
of acceptance

Contract for the new steel structure engineering of
C.D.E.F plants and heat medium boiler room

-
Working Capital
Loan Contract
Taiwan Business Bank September 2, 2021

September 2,2026
Medium-term secured loan Levy the real estate under
the name of the Company
asguarantee
~98~
Type of
Contract
Counterparty Period of Contract Major Contents Restrictions
Establishment of
Superficies
Contract
Fu Shan Industrial Co., Ltd. October 1, 2011

October 1, 2041
For the leased land, the rent will be increased every 10
years to reflect the rental market, and there is a right to
renew the lease when the leaseperiod expires.


Sublease Prohibited
Purchase Contract TOKO Co., LTD November 30, 2021
~Warranty for a
year from the date
of acceptance
C, D, E, and F Plant Reactors, Condensers, and Other
Equipment

-
Engineering
Contract
Ming Kun Engineering Co., Ltd. October 6, 2022
Warranty for a year
from the date of
acceptance
E Plant Cleanroom Air Conditioning Engineering -
Engineering
Contract
Bao Fa Yi Engineering Co., Ltd. November 10, 2022
Warranty for q year
from the date of
acceptance

C
Plant
Cleanroom
Air
Conditioning
System
Installation Engineering

-
Engineering
Contract
Yuan Mao Enterprise Co., Ltd. November 29, 2022
Warranty for two
years from the date
of acceptance

C, E, and F Plant Waste Gas Treatment Tower
Installation Engineering

-
Engineering
Contract
Ding Xin Development Technology
Co., Ltd.
November 30, 2022
Warranty for a year
from the date of
acceptance

EI-01 Chilled Water System Installation Engineering
-
Engineering
Contract
Ju Peng Machinery Co., Ltd. March 7, 2023
Warranty for three
years from the date
of acceptance
E Plant Main Pipeline and Reactor Connection Piping
Engineering

-
Engineering
Contract
Fu Yu ConstructionCo., Ltd. November 23, 2021
~Warranty for
fifteen years from
the date of
acceptance
Plant project of raw material medicine plant C -
Engineering
Contract
Energy Engineering Co., Ltd. May 11, 2021~
Warranty for one
year from the date
of acceptance
Expansion project of the laboratory of the QC
Department

-
~99~

VI. Financial Information

6.1 Five-Year Financial Summary

(1) Five-Year Condensed Balance Sheet

Consolidated Condensed Balance Sheet – Based on IFRS

Unit NT$ thousands

Year
Item
Year
Item
Financial Summary for The Last Five Years (Note 1) Financial Summary for The Last Five Years (Note 1) Financial Summary for The Last Five Years (Note 1) Financial Summary for The Last Five Years (Note 1) Financial Summary for The Last Five Years (Note 1) As of March
31, 2023
(Note 2)
2018 2019 2020 2021 2022
Current Assets 3,298,984
3,614,017

3,601,595

5,784,251

5,589,493

5,511,394
Property, Plant and
Equipment
2,134,253
2,116,644

2,125,207

2,658,198

2,658,581

3,743,178
Intangible Assets 111,326
96,586

88,963

232,600

224,986

221,473
Other Assets 894,550
1,100,757

1,233,682

1,428,972

1,495,199

1,523,610
Total Assets 6,439,113
6,928,004

7,049,447
10,095,039
10,968,259

10,999,655
Current
Liabilities
Before
Distribution
1,687,530
1,813,056

1,650,616

2,716,097

2,879,832

3,237,065
After
Distribution
(Note 3)
1,955,574
2,081,100

1,972,269
3,162,837
3,326,572

NA
Non-Current Liabilities 505,271
468,527

492,996

579,328

652,826

625,987
Total
Liabilities
Before
Distribution
2,192,801
2,281,583

2,143,612

3,295,425

3,532,658

3,863,052
After
Distribution
(Note 3)
2,460,845
2,549,627

2,465,265

3,742,165

3,979,398

NA
Equity Attributable to
Shareholders of the
Parent
3,681,225
3,764,212

3,965,932

4,341,876

4,753,174

4,536,776
Capital Stock 1,786,961
1,786,961

1,786,961

1,786,961

1,786,961

1,786,961
Capital Surplus 197,315
204,514

203,274

204,313

220,484

221,372
Retained
Earnings
Before
Distribution
1,607,339
1,702,216

1,946,392

2,460,931

2,861,664

2,625,902
After
Distribution
(Note 3)
1,434,172
1,434,172

1,624,739

2,014,191

2,414,924

NA
Other Equity Interest 89,610
70,521

29,305

(110,329)

(115,935)

(97,459)
Treasury Stock -
-

-

-

-

-
Non-Controlling Interest 565,087
882,209

939,903

2,457,738

2,682,427

2,599,827
Total
Equity
Before
Distribution
4,246,312
4,646,421

4,905,835

6,799,614

7,435,601

7,136,603
After
Distribution
(Note 3)
3,978,268
4,378,377

4,584,182

6,352,874

6,988,861

NA

Note 1 The financial information of each of the above years has been certified by the CPAs. Note 2 The financial information for the first quarter of 2023 has been reviewed by accountants.

~100~

Note 3 The amount for 2022 is after the special resolution of the Board of Directors on March 14, 2023.

Individual Condensed Balance Sheet – Based on IFRS

Unit NT$ thousands

UnitNT$ thousands UnitNT$ thousands UnitNT$ thousands UnitNT$ thousands UnitNT$ thousands
Year
Item
Financial Summary for The Last Five Years (Note 1)
2018 2019 2020 2021 2022
Current Assets 2,212,187
2,125,365

1,968,725

2,070,222

2,199,178
Property,
Plant
and
Equipment

1,141,224

1,069,039

1,013,896

966,414

1,003,055
Intangible Assets 15,263
10,911

6,110

6,625

6,374
Other Assets 1,951,278
2,276,389

2,465,366

2,945,841

3,296,454
Total Assets 5,319,952
5,481,704

5,454,097

5,989,102

6,505,061
Current
Liabilities
Before
Distribution
1,227,480
1,408,520

1,181,622

1,374,554

1,527,484
After
Distribution
(Note 2)
1,495,524
1,676,564

1,503,275

1,821,294

1,974,224
Non-Current Liabilities 411,247
308,972

306,543

272,672

224,403
Total
Liabilities
Before
Distribution
1,638,727
1,717,492

1,488,165

1,647,226

1,751,887
After
Distribution
(Note 2)
1,906,771
1,985,536

1,809,818

2,093,966

2,198,627
Equity Attributable to
Shareholders
of
the
Parent


3,681,225

3,764,212

3,965,932

4,341,876

4,753,174
Capital Stock 1,786,961
1,786,961

1,786,961

1,786,961

1,786,961
Capital Surplus 197,315
204,514

203,274

204,313

220,484
Retained
Earnings
Before
Distribution
1,607,339
1,702,216

1,946,392

2,460,931

2,861,664
After
Distribution
(Note 2)
1,339,295
1,434,172

1,624,739

2,014,191

2,414,924
Other Equity Interest 89,610
70,521

29,305

(110,329)

(115,935)
Treasury Stock -
-

-

-

-
Non-Controlling Interest -
-

-

-

-
Total
Equity
Before
Distribution
3,681,225
3,764,212

3,965,932

4,341,876

4,753,174
After
Distribution
(Note 2)
3,413,181
3,496,168

3,644,279

3,895,136

4,306,434
~101~

Note 1 The financial information of each of the above years has been certified by the CPAs. Note 2 The amount for 2022 is after the special resolution of the Board of Directors on March 14, 2023.

Note 3 No individual financial report has been prepared for the first quarter of 2023.

- (2) Five Year Condensed Statement of Comprehensive Income Consolidated Condensed Statement of Comprehensive Income – Based on IFRS

Unit:NT$ thousands Unit:NT$ thousands Unit:NT$ thousands Unit:NT$ thousands Unit:NT$ thousands Unit:NT$ thousands
Year
Item
Financial Summary for The Last Five Years (Note 1) As of March
31, 2023
(Note 2)
2018 2019 2020 2021 2022
Operating Revenue 3,573,093
3,937,129

4,305,400

4,604,082

5,851,368

1,493,025
Gross Profit 1,554,610
1,709,131

1,919,838

2,067,873

2,487,613

681,510
Operating Income 388,258
515,844

706,587

876,682

1,118,421

335,798
Non-operating
Income and Expenses
129,208
69,966

66,340

137,068

281,512

23,398
Income before Tax 517,466
585,810

772,927

1,013,750

1,399,933

359,196
Net
Income
of
Continuing Business
Units


427,936

470,433

625,560

836,802

1,153,620

296,321
Loss of Suspended
Business Unit

-

-

-

-

-

-
Net Income (Loss) 427,936
470,433

625,560

836,802

1,153,620

296,321
Other Comprehensive
Income (Income after
Tax)


(75,579)

(25,278)

(53,363)

(10,048)

33,043

18,452
Total Comprehensive
Income

352,357

445,155

572,197

826,754

1,186,663

314,773
Net
Income
Attributable
to
Shareholders of the
Parent



374,359

376,482

524,172

706,734

815,408

210,978
Net
Income
Attributable
to
Non-controlling
Interests


53,577

93,951

101,388

130,068

338,212

85,343
Total Comprehensive
Income
Attributable
to Shareholders of the
Parent



298,244

351,286

471,004

696,558

841,867

229,454
Total Comprehensive
Income
Attributable
to
Non-controlling
Interests



54,113

93,869

101,193

130,196

344,796

85,319
Earnings per Share 2.09
2.11

2.93

3.95

4.56

1.18

Note 1 The financial information of each of the above years has been certified by the CPAs. Note 2 The financial information for the first quarter of 2023 has been reviewed by accountants.

~102~

Individual Condensed Statement of Comprehensive Income – Based on IFRS

Unit:NT$ thousands

Unit:NT$ thousands Unit:NT$ thousands Unit:NT$ thousands Unit:NT$ thousands Unit:NT$ thousands
Year
Item
Financial Summary for The Last Five Years (Note 1)
2018 2019 2020 2021 2022
Operating Revenue 2,385,819
2,403,678

2,738,561

2,837,930

2,772,204
Gross Profit 1,098,567
1,085,330

1,296,837

1,366,241

1,319,113
Operating Income 359,343
350,153

540,207

624,416

587,565
Non-operating Income and
Expenses

88,618

89,853

83,606

198,070

340,654
Income before Tax 447,961
440,006

623,813

822,486

928,219
Net Income of Continuing
Business Units

374,359

376,482

524,172

706,734

815,408
Loss of Suspended Business
Unit

-

-

-

-

-
Net Income (Loss) 374,359
376,482

524,172

706,734

815,408
Other
Comprehensive
Income(Income after Tax)

(76,115)

(25,196)

(53,168)

(10,176)

26,459
Total Comprehensive Income 298,244
351,286

471,004

696,558

841,867
Net Income Attributable to
Shareholders of the Parent

-

-

-

-

-
Net Income Attributable to
Non-controllingInterests

-

-

-

-

-
Total Comprehensive Income
Attributable to Shareholders
oftheParent


-

-

-

-

-
Total Comprehensive Income
Attributable
to
Non-controllingInterests


-

-

-

-

-
Earnings per Share 2.09
2.11

2.93

3.95

4.56

Note 1 The financial information of each of the above years has been certified by the CPAs.

Note 2 No individual financial report has been prepared for the first quarter of 2023. (3) Name of CPAs and Audit Opinion in the Past Five Years

ItemYear 2018 2019 2020 2021 2022
Accounting
Firm
PwC Taiwan PwC Taiwan PwC Taiwan PwC Taiwan PwC Taiwan
CPA Chung-Yu,
Tien
Tzu-Shu, Lin
Chung-Yu,
Tien
Tzu-Shu, Lin
Chung-Yu,
Tien
Tzu-Shu, Lin
Chung-Yu,
Tien
Tzu-Shu, Lin
Chung-Yu,
Tien
Fang-Ting,
Yeh
Audit
Opinion
Unqualified
Opinion
Unqualified
Opinion
Unqualified
Opinion
Unqualified
Opinion
Unqualified
Opinion
~103~

Note: Reason for changing accountants in the last five years: due to the internal organization adjustment of PwC Taiwan.

6.2 Five-Year Financial Analysis

Consolidated Financial Analysis – Based on IFRS

Year
Item (Note 3)
Year
Item (Note 3)
Financial Analysis for The Last Five Years (Note 1) Financial Analysis for The Last Five Years (Note 1) Financial Analysis for The Last Five Years (Note 1) Financial Analysis for The Last Five Years (Note 1) Financial Analysis for The Last Five Years (Note 1) As of March
31, 2023
(Note 2)
2018 2019 2020 2021 2022
Financial
Structure
(%)
Debt to Asset Ratio 34.05 32.93 30.41
32.7
32.21
35.12
Long Term Capital to Fixed
Assets Ratio

222.63

241.65

254.04

277.93

221.08

207.38
Solvency
(%)
Current Ratio 195.49 199.33 218.20 212.96 194.09 170.26
Quick Ratio 138.43 139.22
139.65
154.24
135.95
119.91
Interest Coverage Ratio 57.91
56.34

100.53
134.01
66.61

63.94
Operating
Capacity
Accounts Receivable
Turnover Rate (Times)
3.95
4.28

4.64

4.35

4.77

4.78
Average Cash RecoveryDay 92
85
78 83 76 76
Inventory
Turnover
Rate
(Times)

2.44

2.51

2.54

2.30

2.47

2.17
Accounts Payable Turnover
Rate (Times)

5.89

5.69

5.69

4.96

5.60

5.29
Days Sales Outstanding 149 145 143 158 147 168
Fixed Assets Turnover Rate
(Times)

1.67

1.85

2.03

1.93

1.85

1.61
Total Assets Turnover Rate
(Times)

0.56

0.59

0.62

0.54

0.56

0.54
Profitability Return on Assets(%) 6.79 7.16 9.04
9.82

11.10
2.74
Return on Equity (%) 10.13 10.58 13.10 14.3 16.21
4.07
Pre-Tax Net Profit to Paid-in
Capital Ratio(%) (Note 7)

28.96

32.78

43.25

56.73

78.34

20.10
Net Profit Rate(%) 11.98 11.95 14.53 18.18 19.72
19.85
Earningsper Share(NT$) 2.09 2.11
2.93
3.95 4.56 1.18
Cash Flow Cash Flow Ratio(%) 28.74
35.19

55.89

30.45

42.64

7.60
Cash Flow Adequacy Ratio
(%)

94.80

106.16

106.62

122.92

101.43

99.84
Cash Reinvestment Ratio(%) 3.10
5.48

9.18

5.44

7.29

2.36
Leverage OperatingLeverage 1.90 1.81
1.62

1.92

1.61

1.52
Financial Leverage 1.02
1.02

1.01

1.01

1.02

1.02
Those whose financial ratios have changed by 20% in the last two years:
1. The decrease in the ratio of long-term funds to property, plant, and equipment is mainly due to an increase in property,
plant, and equipment.
2. The decrease in the interest coverage ratio is mainly due to an increase in interest expenses.
3. The increase in the ratio of Pre-tax net profit to paid-up capital is mainly due to an increase in pre-tax net profit.
4. The decrease in the cash flow adequacy ratio is mainly due to an increase in net cash flows from operating activities
and an increase in capital expenditures.
5. The increase in the cash reinvestment ratio is mainlydue to the increase in net cash flow from operatingactivities.
~104~

Note 1 The financial information of each of the above years has been certified by the CPAs.

Note 2 The consolidated financial information for the first quarter of 2023 has been reviewed by accountants. Note 3 The calculation formula listed is as follows:

  1. Financial Structure

  2. (1) Debt to asset ratio = total liabilities/total assets.

(2)Long term capital to Fixed Assets ratio = (total equity + non-current liabilities/ net Fixed Assets.

  1. Solvency

    • (1) Current ratio = current assets/current liabilities.

    • (2) Quick ratio = (current assets – inventory – prepaid expense)/current liabilities

    • (3) Interest coverage ratio = net profit before income tax and interest expense/interest expense in the current period

  2. Operating capacity

    • (1) Receivable (including account receivable and notes receivable due to business) turnover rate = net sales/average receivables for each period (including accounts receivable and notes receivable due to business).

    • (2) Average cash recovery day = 365/receivables turnover rate

    • (3) Inventory turnover rate = sales cost/average inventory.

    • (4) Payable (including accounts payable and notes payable due to business) turnover rate = cost of sales/average balance payable on each period (including accounts payable and notes payable due to business)

    • (5) Days sales outstanding= 365/inventory turnover rate.

    • (6) Fixed Assets turnover = net sale/net average Fixed Assets value.

    • (7) Total asset turnover rate = net sales/average total assets.

  3. Profitability

    • (1) Return on assets = [after tax profit and loss = interest expense x (1 – tax rate)]/average total assets.

    • (2) Return on equity = after tax profit and loss/average equity

    • (3) Net profit rate = after tax profit and loss/net sales.

    • (4) Earnings per share = (profit or loss attributable to parent company owner – special dividend)/weighted average number of issued shares. (Note 4)

  4. Cash Flow

    • (1) Cash flow ratio = net cash flow from operating activities/current liabilities

    • (2) Cash flow adequacy ratio = net cash flow from operating activities in the last five year/ (capital expenditure = inventory increase = cash dividend) in the last five years

    • (3) Cash reinvestment ratio = (net cash flow from operating activities – cash dividends)/ (gross Fixed Assets + long term investment + other non-current assets + working capital). (Note 5)

  5. Leverage :

    • (1) Operating leverage = (net operating income – changing operating costs and expenses)/operating profit. (Note 6)

    • (2) Financial leverage = operating profit/(operating profit – interest expense)

  6. Note 4 When measuring the above formula for calculating earnings per share should pay special attention to the following items:

  7. Based on weighted average common shares, not year-end outstanding shares.

  8. Those who have cash capital increase or treasury stock transactions should consider their circulation period and calculate the weighted average number of shares.

  9. For those who convert surplus into capital increase or capital surplus into capital increase, when calculating earnings per share for previous years and semi-annual years, it should be adjusted retroactively according to the capital increase ratio, regardless of the issuance period of the capital increase.

  10. If the preference shares are non-convertible cumulative preference shares, the current annual dividends (whether paid or not) shall be deducted from the net profit after tax or increase the net loss after tax. If the preference shares are non-cumulative, where there is a net profit after tax, dividends on preference shares shall be deducted from net profit after tax; if it is a loss, no adjustment is required.

Note 5 When measuring the analysis of cash flow should pay special attention to the following matters:

  1. Net cash flow from operating activities refers to the amount of net cash inflow from operating activities in the statement of cash flow.

  2. Capital expenditure refers to the amount of cash outflow of the annual capital investment.

  3. The increase in inventory will only be calculated when the balance at the end of the period is greater than

~105~

the balance at the beginning of the period. If the inventory decreases at the end of the year, it will be calculated as zero.

  1. Cash dividends include cash dividends on common shares and preference shares.

  2. The gross amount of fixed assets refers to the total amount of fixed assets before deducting accumulated depreciation.

  3. Note 6 Issuers should classify various operating costs and operating expenses into fixed and variable according to their characteristic. If estimates or subjective judgments are involved, issuers should pay attention to their reasonableness and maintain consistency.

  4. Note 7 If the Company's stock has no par value or the par value of each share is not NT$10, the previous calculation of the paid-in capital ratio shall be calculated based on the ratio of the balance sheet’s equity attributable to shareholders of the parent.

~106~

Individual Financial Analysis – Based on IFRS

Item Year
(Note 3)
Financial Analysis for The Last Five Years (Note 1) Financial Analysis for The Last Five Years (Note 1) Financial Analysis for The Last Five Years (Note 1) Financial Analysis for The Last Five Years (Note 1) Financial Analysis for The Last Five Years (Note 1)
2018 2019 2020 2021 2022
Finan
cial
Struct
ure
(%)
Debt to Asset Ratio 30.80
31.33

27.29

27.50

26.93
Long Term Capital to
Fixed Assets Ratio

358.60

381.01

421.39

477.49

496.24
Solve
ncy
(%)
Current Ratio 180.22
150.89

166.61

150.61

143.97
Quick Ratio 132.77
102.00

93.16

109.26

102.43
Interest Coverage Ratio 64.57
65.98

124.42

214.98

110.66
Opera
ting
Capa
city
Accounts
Receivable
Turnover Rate (Times)

4.20

4.14

4.59

4.49

4.31
Average Cash Recovery
Day

86

88

79

81

84
Inventory Turnover Rate
(Times)

2.42

2.36

2.52

2.66

2.59
Accounts
Payable
Turnover Rate (Times)

6.37

6.05

6.07

5.52

5.15
Days Sales Outstanding 150 154
144

137
140
Fixed Assets Turnover
Rate (Times)

2.04

2.18

2.63

2.87

2.82
Total Assets Turnover
Rate (Times)

0.45

0.45

0.50

0.50

0.44
Profit
abilit
y
Return on Assets(%) 7.15
7.07

9.66

12.40

13.15
Return on Equity (%) 10.18 10.11
13.56
17.01
17.93
Pre-Tax Net Profit to
Paid-in Capital Ratio (%)
(Note 7)


25.07

24.62

34.91

46.03

51.94
Net Profit Rate(%) 15.69
15.66

19.14

24.90

29.41
Earnings
per
Share
(NT$)

2.09

2.11

2.93

3.95

4.56
Cash
Flow
Cash Flow Ratio (%) 43.39
28.26

64.32

46.90

49.71
Cash
Flow
Adequacy
Ratio (%)

115.96

122.35

130.40

143.08

133.52
Cash Reinvestment Ratio
(%)

4.62

2.40

8.61

5.30

4.81
Lever
age
Operating Leverage 2.63
2.65

2.13

2.08

2.05
Financial Leverage 1.02
1.02

1.01

1.01

1.01
Those whose financial ratios have changed by 20% in the last two years:
1. The decrease in interest coverage ratio was mainly due to the increase in interest expense.

Note 1 The financial information of each of the above years has been certified by the CPAs. Note 2 No individual financial report has been prepared for the first quarter of 2023. Note 3 The calculation formula listed is as follows:

  1. Financial Structure

  2. (1) Debt to asset ratio = total liabilities/total assets.

(2)Long term capital to Fixed Assets ratio = (total equity + non-current liabilities/ net Fixed Assets.

  1. Solvency

  2. (1) Current ratio = current assets/current liabilities.

  3. (2) Quick ratio = (current assets – inventory – prepaid expense)/current liabilities

  4. (3) Interest coverage ratio = net profit before income tax and interest expense/interest expense in the current period

~107~
  1. Operating capacity

    • (1) Receivable (including account receivable and notes receivable due to business) turnover rate = net sales/average receivables for each period (including accounts receivable and notes receivable due to business).

    • (2) Average cash recovery day = 365/receivables turnover rate

    • (3) Inventory turnover rate = sales cost/average inventory.

    • (4) Payable (including accounts payable and notes payable due to business) turnover rate = cost of sales/average balance payable on each period (including accounts payable and notes payable due to business)

    • (5) Days sales outstanding= 365/inventory turnover rate.

    • (6) Fixed Assets turnover = net sale/net average Fixed Assets value.

    • (7) Total asset turnover rate = net sales/average total assets.

  2. Profitability

    • (1) Return on assets = [after tax profit and loss = interest expense x (1 – tax rate)]/average total assets.

    • (2) Return on equity = after tax profit and loss/average equity

    • (3) Net profit rate = after tax profit and loss/net sales.

    • (4) Earnings per share = (profit or loss attributable to parent company owner – special dividend)/weighted average number of issued shares. (Note 4)

  3. Cash Flow

    • (1) Cash flow ratio = net cash flow from operating activities/current liabilities

    • (2) Cash flow adequacy ratio = net cash flow from operating activities in the last five year/ (capital expenditure = inventory increase = cash dividend) in the last five years

    • (3) Cash reinvestment ratio = (net cash flow from operating activities – cash dividends)/ (gross Fixed Assets + long term investment + other non-current assets + working capital). (Note 5)

  4. Leverage :

    • (1) Operating leverage = (net operating income – changing operating costs and expenses)/operating profit. (Note 6)

    • (2) Financial leverage = operating profit/(operating profit – interest expense)

  5. Note 4 When measuring the above formula for calculating earnings per share should pay special attention to the following items:

  6. Based on weighted average common shares, not year-end outstanding shares.

  7. Those who have cash capital increase or treasury stock transactions should consider their circulation period and calculate the weighted average number of shares.

  8. For those who convert surplus into capital increase or capital surplus into capital increase, when calculating earnings per share for previous years and semi-annual years, it should be adjusted retroactively according to the capital increase ratio, regardless of the issuance period of the capital increase.

  9. If the preference shares are non-convertible cumulative preference shares, the current annual dividends (whether paid or not) shall be deducted from the net profit after tax or increase the net loss after tax. If the preference shares are non-cumulative, where there is a net profit after tax, dividends on preference shares shall be deducted from net profit after tax; if it is a loss, no adjustment is required.

  10. Note 5 When measuring the analysis of cash flow should pay special attention to the following matters:

  11. Net cash flow from operating activities refers to the amount of net cash inflow from operating activities in the statement of cash flow.

  12. Capital expenditure refers to the amount of cash outflow of the annual capital investment.

  13. The increase in inventory will only be calculated when the balance at the end of the period is greater than the balance at the beginning of the period. If the inventory decreases at the end of the year, it will be calculated as zero.

  14. Cash dividends include cash dividends on common shares and preference shares.

  15. The gross amount of fixed assets refers to the total amount of fixed assets before deducting accumulated depreciation.

  16. Note 6 Issuers should classify various operating costs and operating expenses into fixed and variable according to their characteristic. If estimates or subjective judgments are involved, issuers should pay attention to their reasonableness and maintain consistency.

  17. Note 7 If the Company's stock has no par value or the par value of each share is not NT$10, the previous calculation of the paid-in capital ratio shall be calculated based on the ratio of the balance sheet’s equity attributable to shareholders of the parent.

~108~

6.3 Audit Committee Review Report on the Financial Statements of the Most Recent Year

Standard Chem. & Pharm. Co., Ltd.

Audit Committee’s Review Report

The Company’s Operating Report, Individual and Consolidated Financial Statements and Schedule of Earnings Distribution prepared by the Board of Directors for the year of 2022. Among them, the Individual and Consolidated Financial Statements have been audited by PwC Taiwan, and an audit report has been issued. The undersigned has duly audited the abovementioned Operating Report, Individual and Consolidated Financial Statements and Schedule of Earnings Distribution and found the same to be true and correct. Therefore, the Audit Committee’s Review Report is hereby issued in accordance with Article 14-5 of the Securities and Exchange Act and Article 219 of the Company Act.

Sincerely to,

The Company's 2023 Regular Shareholders' Meeting

Standard Chem. & Pharm. Co., Ltd.

Convener of Audit Committee: Lee, Lin-Yu

==> picture [37 x 36] intentionally omitted <==

March 14, 2023

~109~

6.4 Financial Statements of the Most Recent Year:

For details, please refer to P129 – P227.

  • 6.5 The Company's Individual Financial Statements and Independent Auditors’ Report of the Most Recent Year:

For details, please refer to P228 – P306.

  • 6.6 In the Most Recent Year and Up to the Date of Publication of the Annual Report, if the Company and Its Affiliated Companies Have Financial Turnover Difficulties, Their Impact on the Company's Financial Status:

The Company has no such situation.

~110~

VII. Review of Financial Conditions, Operating Results, and Risk Management

7.1 Financial Status

Comparative Analysis of Financial Status

Unit: NT$ thousands

Unit: NT$thousands Unit: NT$thousands
Year
Item
2022 2021 Difference
Amount %
Current Assets 5,589,493
5,784,251

(194,758)

-3.4
Fixed Assets 3,658,581
2,658,198

1,000,383

37.6
Other Non-current
Assets
1,720,185
1,652,590

67,595

4.1
Total Assets 10,968,259
10,095,039

873,220

8.6
Current Liabilities 2,879,832
2,716,097

163,735

6.0
Non-current Liabilities 652,826
579,328

73,498

12.7
Total Liabilities 3,532,658
3,295,425

237,233

7.2
Capital Stock 1,786,961
1,786,961

0

0.0
Capital Surplus 220,484
204,313

16,171

7.9
Retained Earnings 2,861,664
2,460,931

400,733

16.3
Other Equity Interest (115,935)
(110,329)

(5,606)

5.1
Non-controlling
Interests
2,682,427
2,457,738

224,689

9.1
Total Equity 7,435,601
6,799,614

635,987

9.4
(1)Analysis of the change in the ratio of increase and decrease:
1. Decrease in Property, Plant, and Equipment: It is mainly due to the need to
rebuild the factory and purchase equipment after the fire incident of SYN-TECH,
as well as SYNGEN's acquisition of a new factory in Yunlin and related
auxiliary equipment for future operational needs.
2. Increase in Non-Current Liabilities: It is mainly due to the increase in long-term
loan.
3. Increase in Retained Earnings: It is mainly due to the continued profitability of
the Company.
(2)Future Response Actions: Not applicable.
~111~

7.2 Financial Performance

Comparative Analysis of Operating Results

Unit: NT$ thousands

Year
Item
2022 2021 Increase
(Decrease)
Amount
% of Change
Net Operating Revenue 5,851,368
4,604,082
1,247,286
27.1
Operating Costs (3,363,755)
(2,536,209)

(827,546)

32.6
Gross Profit from
Operations
2,487,613
2,067,873
419,740
20.3
Operating Expenses (1,369,192)
(1,191,191)

(178,001)

14.9
Operating Income 1,118,421
876,682
241,739
27.6
Non-operating Revenue
and Expenses
281,512
137,068
144,444
105.4
Profit from Continuing
Operations before Tax
1,399,933
1,013,750
386,183
38.1
Income Tax Expense (246,313)
(176,948)

(69,365)

39.2
Net Profit for Current
Period
1,153,620
836,802
316,818
37.9
Other Comprehensive
Income (after Tax)
33,043
(10,048)

43,091

(428.9)
Total Comprehensive
Income
1,186,663
826,754
359,909
43.5
(1) Analysis of the changes in the ratio of increase and decrease in the last two years:
1. Increase in Operating Revenue, Operating Net Profit, and Net Income: It is mainly
due to the consolidation of the operating performance of SYN-TECH Chem. &
Pharm. after the merger.
2. Increase in Operating Costs: It is primarily driven by the increase in sales revenue.
3. Increase in Operating Margin: It is mainly due to a larger growth rate of operating
margin compared to the increase in operating expenses.
4. Increase in Non-Operating Income and Expenses: It is mainly due to the appreciation
of the US dollar, resulting in higher foreign exchange gains.
5. Increase in Current Income Tax Expense: It is primarily due to the improved operating
performance of the group, resulting in higher taxable income.
6. Increase in other Comprehensive Income: It is mainly due to changes in actuarial
assumptions leading to the re-measurement of defined pension liabilities and an
increase in accumulated translation adjustments.
7. Increase in total comprehensive income: It is mainly due to the increase in net profit
for the period.
(2) The reason for the change in the company's main business content: There are no such
circumstances.
(3) The expected sales quantity for the next fiscal year and the main factors that are expected
to contribute to the continuous growth of the company's sales: Please refer to pages 2-3
and 87-90.
~112~

7.3 Cash Flow

Cash Flow
(1) Analysis of Cash Flow Changes in Recent Years
Year
Item
2022 2021 Increase (Decrease)
Ratio (%)
Cash Flow Ratio (%) 42.64 30.45 12.19
Cash
Flow
Adequacy
Ratio(%)

101.43
122.92 (21.49)
Cash Reinvestment Ratio
(%)

7.67
5.44 2.23
Explanation of the increase and decrease ratio changes:
1. The increase in the cash flow ratio was mainly due to the increase in net cash
flow from operating activities.
2. The decrease in the cash adequacy ratio is primarily due to an increase in capital
expenditures, which means more cash is being utilized for investments in
property, plant, and equipment.
3. The increase in the cash reinvestment ratio is mainly due to an increase in net
cash flow from operating activities and a decrease in operating working capital,
indicatingthat more cash is beingreinvested into the business operations.
  1. The increase in the cash flow ratio was mainly due to the increase in net cash flow from operating activities.

(2) The Improvement Plan for Insufficient Liquidity

The Company has no such situation.

(3) Cash Flow Analysis for the Coming Year

Unit: NT$ thousands

Cash
Balance at
the
Beginning
of the Year
(1)
Net Cash Flow
from Operating
Activities
Throughout the
Year
(2)
Cash Outflow
(Inflow)
Throughout
the Year
(3)
Cash Surplus
(Deficit)
Amount
(1)+(2)-(3)
Remedial Measures for
Cash Deficit
Remedial Measures for
Cash Deficit
Investment
Plans
Financing
Plans
2,259,381
790,297

1,833,670

1,216,008

-

-
Analysis of cash flow changes in this year:
1. Operating Activities: Operating Activities: Continued increase in operating revenue will
generate net cash inflow.
2. Investment Activities: Net cash outflow will be generated due to plant expansion and
purchase of equipment.
3. Financing Activities: Issuing cash dividends and repaying loans will generate net cash
outflows.

7.4 Impact of Major Capital Expenditures on Financial Business in the Most Recent Year

(1) Major Capital Expenditure Items and Source of Capital

Unit: NT$ thousands

Unit: NT$thousands Unit: NT$thousands
Project Item Actual or
Planned
Source of
Capital
Actual or
Planned Date
of Completion

Total Capital
Actual or Expected Capital
Expenditure
2021 2022
Purchase
Equipment
Equity Funds
or Financial
Loans
2022. 12 681,988 - 681,988
~113~

(2) Expected Possible Benefits:

  1. In order to expand the development of production capacity, the Company's subsidiary Syngen Biotech acquired land, factory buildings, and equipment located in Douliu City, Yunlin County through a bidding process in 2022. Due to the steady growth in revenue and stable profitability in recent years, we were able to finance this acquisition using our own funds and short-term working capital. The impact of the purchase of the factory buildings is still in the stage of restructuring and planning, and currently, it has not generated significant benefits for the financial operations of the Group.

  2. Except for the above-mentioned, the Group has no major capital expenditures in recent years. The larger capital expenditures are the addition of real estate, plant and equipment, which is the normal replacement and maintenance of various production assets of the Group. Moreover, the cash inflows from daily operating activities are sufficient to cover related expenses and continue to make profits.

7.5 Reinvestment Policy in the Most Recent Year, Main Causes for Profits or Losses, Improvement Plans and the Investment Plans for the Coming Year

(1) Reinvestment Policy in the Most Recent Year, Main Causes for Profits or Losses and Improvement Plans:

  • A. The Company’s Reinvestment Policy

  • The Company reinvests based on factors such as operational needs or consideration of the Company's future growth, and mainly related to the industry. In addition to drafting an investment plan, the Company evaluates the organizational type, investment purpose, market conditions, business development, etc. of the subject of investment, and makes an investment evaluation analysis as the basis for investment decision-making; In addition, the Company also keeps abreast of the operating status of the invested businesses and analyzes the effectiveness of the investment, so as to facilitate the follow-up management of the investment.

  • B. The Reinvested Company Whose Investment Amount Has Been Increased by the Company in the Most Recent Year:

  • Ho Yao Biopharm Co., Ltd. suffered a loss: the business situation is still under adjustment. Shanghai Standard Pharmaceuticals Co., Ltd. suffered a loss: the business situation is still under adjustment.

Syn-Tech Chem. & Pharm. Co., Ltd. suffered a gain: stable and consistent profit growth. Souriree Biotech & Pharm. Co., Ltd. suffered a loss: Continuously planning the business model.

(2) The Investment Plans for the Coming Year:

  • In order to expand the international business, the Company will actively invest overseas in the future, including the United States, Japan, Mainland China, Southeast Asia, etc.

7.6 Analysis of Risk Issues

  • (1) The Impact of the Changes in Interest Rates, Foreign Exchange Rates and Inflation on the Company’s Profit and Loss, and Future Countermeasures:

  • A. The Impact of the Changes in Interest Rates on the Company’s Profit and Loss in the Most Recent Year, and Future Countermeasures:

    • The Group's interest rate risk mainly comes from long-term and short-term loans. The loans issued at floating rates make the Group bear the interest rate risk of cash flow, part of which is offset by cash and cash equivalents held at floating rates. The loans issued at fixed rates make the Group bear the interest rate risk of fair value. If the borrowing rate increases or decreases by 1% and all other factors remain unchanged, the interest expense will increase or decrease by NT$150 thousands, which will not have a significant impact on the Group.
  • B. The Impact of the Changes in Foreign Exchange Rates on the Company’s Profit and Loss in the Most Recent Year, and Future Countermeasures:

~114~

Some of the Group's purchases and sales are denominated in foreign currencies such as US dollars. At present, the positions of foreign currency assets and liabilities held and the period of receipt and payment are equivalents, and the market risks are offset by natural hedging. It is expected that there will be no significant exchange rate risk. For the rest, in consideration of the risk of exchange rate fluctuations, the Group holds foreign currency in a timely manner or converts the foreign currency in hand into NT dollars at an appropriate time, or uses appropriate hedging tools according to the situation to reduce the risk of exchange rate. If the New Taiwan dollar appreciates or depreciates by 1% against foreign currencies, and all other factors remain unchanged, the net profit after tax will increase or decrease by NT$13,866 thousands.

  • C. The Impact of the Changes in Inflation on the Company’s Profit and Loss in the Most Recent Year, and Future Countermeasures: According to the announcement by the Directorate-General of Budget, Accounting and Statistics, Executive Yuan, the annual growth rate of the consumer price index in 2022 was increased by 2.95%. The Company observes price fluctuations in the raw material market at any time, and maintains a good relationship with suppliers and customers to reduce the impact of inflation. In the future, the Company will continue to observe the trend of price changes of raw materials. If the purchase cost increases due to inflation, the Group will appropriately adjust the sales price and the inventory of raw materials in response. -

  • (2) Policies, Main Causes of Profit and Loss and Future Countermeasures with Respect to High risk, -

  • High leverage Investments, Lending or Endorsement Guarantees, and Derivatives Transactions: As of March 31, 2023, the Company has not engaged in high-risk, high-leverage investments, capital lending to others, endorsement guarantees for others, and derivatives transactions.

  • (3) Future R&D Plans and Projected R&D Expenses.

  • A. The current pharmaceutical industry in our country still primarily focuses on producing generic drugs and targeting the domestic market in Taiwan. This is due to the strict quality inspections required by international markets, as well as the fierce competition from international manufacturers, particularly in the advanced pharmaceutical industry in the United States, where the FDA conducts rigorous quality reviews. As a company, we uphold the principles of customer first and quality first, and have implemented a robust quality assurance (QA) system for pharmaceuticals. We have also obtained FDA inspection approval for our manufacturing facilities, elevating our formulation technology and quality to international standards, and expanding our business to international markets. With continuous improvement in our formulation technology and quality, our company has not only focused on developing generic drugs but also embarked on research and development of new dosage forms, new drugs unique to Taiwan, and Taiwan single-source drugs, aiming for higher formulation technology and value-added pharmaceutical development. Research and development have always been a core focus of our company, and we are also committed to elevating our international Good Manufacturing Practice (GMP) standards.

  • B. The average time required for research and development of each Western medicine formulation product is about 2-5 years. Standard Chem. & Pharm. invests more than NT 200 million annually in formulation research, and new products will be gradually launched in the future.

  • C. Our company has accumulated 55 years of R&D experience, with the main technologies being developed internally in Taiwan. We also collaborate with academia, foundations, and occasionally introduce foreign technologies.

  • (4) The Impact of Domestic and International Important Policy and Legal changes on the Financial and Business Operations of the Company and the Corresponding Measures are Included as Follows:

  • A. Impact on the Company’s financial and business operations:

    • (a) Pharmaceutical pricing investigation and adjustments: The National Health Insurance
~115~

Administration conducts ongoing investigations and adjustments to control the budget, which may affect the prescribing patterns of healthcare institutions and result in price compression for pharmaceutical products.

  • (b) Health Food Control Act: With the promotion of the concept of prevention over treatment and the improvement of health food regulations, there may be an impact on both consumers and manufacturers.

  • B. Countermeasures:

  • (a) It is anticipated that future product prices will continue to be constrained and impacted by pharmaceutical pricing restrictions. Standard Chem. & Pharm. is a professional pharmaceutical manufacturer that has experienced continuous growth over the past 55 years. In the past, the Company has invested heavily in research and development annually, and in the future, the speed of developing and launching new drugs will be accelerated in order to replace products with shortened price life cycles and sustain the growth of sales performance in Western medicine.

  • (b) Furthermore, the Company has passed facility inspections in advanced countries such as the United States, Japan, and Australia, establishing a superior production quality system. The Company has also obtained over 150 import licenses for pharmaceutical products in Southeast Asian countries. The overall export value has been continuously growing, and in the future, Standard Chem. & Pharm. will continue to expand international markets and increase the proportion of international revenue to reduce the impact of domestic pharmaceutical pricing investigations on the Company's financial profitability.

(5) Impact and Measures to Address Technological Changes (including Information Security Risks) and Industry Changes on the Company's Financial Operations:

  • A. The Company invests significant research and development funds each year to develop various types of drugs, and its annual revenue continues to grow without being impacted by technological changes on the Company's financial operations.

  • B. Information security risk assessment and analysis:

  • (a) The Information Technology Department is responsible for setting internal information security policies, planning and implementing IT security operations, and promoting and implementing IT security policies. The Audit Department supervises the implementation of internal IT security and requests relevant improvement measures from audited units if deficiencies are found, and regularly monitors the effectiveness of improvements to reduce internal information security risks, reporting the audit results to the Board of Directors on a regular basis.

  • (b) The Company's information security policies and specific management plans include the following three aspects:

    • Institutional norms:

      • Establishing company-wide information security policies and IT security operations procedures, regulating personnel's information security behaviors, regularly reviewing relevant systems to ensure they comply with changes in the operating environment, and adjusting them as needed. Conduct regular internal audits to strengthen the operational management of the Company's information security.
    • Technology utilization:

      • Implementing various information security protection systems to prevent external information security threats and introducing information security system tools to ensure that employees' operational behaviors comply with company policy, and implementing personnel information security management measures.
    • Personnel training:

The company provides new employees with practical training on information security when they join, and establishes several online information security E-Learning courses to enhance internal employees' knowledge and professional

~116~

skills in information security

  • C. The Company regularly reviews internal information security norms, analyzes internal risk levels, and formulates information security management measures and enhancement projects based on the results of risk assessment to improve the overall information security environment. After assessment, it is determined that it is not a significant operational risk.

  • D. In order to strengthen the information security technology and protection of the group, the Company has invested approximately NT$8,146 thousand in information security protection-related expenses in 2020 and has budgeted approximately NT$ 3,786 thousand for information security-related expenses in 2023.

(6) Impact of Corporate Image Changes on Crisis Management and Response Measures:

  • Our company is committed to fulfilling corporate social responsibilities, including

  • strengthening environmental protection and workplace safety. In addition, we regularly organize various social and educational charity activities, such as health and medical seminars, art competitions, table tennis invitational tournaments, and donations of medicines, which have helped build a positive corporate image.

(7) Expected Benefits, Potential Risks, and Countermeasures of Merger and Acquisition:

  • A. To implement professional division of labor and resource integration, share technology, and intellectual property rights to enhance competitiveness and operational performance, the Company resolved at the board meeting on March 16, 2021, to spin off and transfer the R&D, production, quality control, quality assurance, and business related to the synthetic department of Standard Chem & Pharm. to Syn-Tech Chem. & Pharm., and issue new shares to Syn-Tech Chem. & Pharm. as consideration. This spin-off proposal was discussed at the shareholders' meeting held on August 24, 2021. The value of this spin-off and transfer transaction was evaluated by evaluation agencies and independent experts, and the fair value assessment range was agreed upon by both parties as NT$341,000,000. Syn-Tech Chem. & Pharm. Company will issue 4,532,163 common shares to Standard Chem. & Pharm. Pharmaceuticals at a price of NT$75.24 per share for the synthetic division acquired in this transaction. The transaction target of this transaction was postponed to July 1, 2022, as the result of the fire at Syn-Tech Chem. & Pharm., as resolved at the shareholders' meeting on August 24, 2021.

  • B. After the spin-off and transfer, Standard Chem & Pharm. holding of Syn-Tech Chem. & Pharm.'s shares is estimated to increase from the original 20.33% to 28.43%, making Standard Chem & Pharm. the largest shareholder of Syn-Tech Chem. & Pharm. company. Standard Chem & Pharm CO. has included Syn-Tech Chem. & Pharm. in the preparation of consolidated financial statements, in addition to recognizing the operating performance of Syn-Tech Chem. & Pharm., it also retains the operating profit and benefits of the original synthetic division and will be able to maintain a stable supply of raw materials from Syn-Tech Chem. & Pharm., which is conducive to vertical integration from raw materials to formulations, and achieves advantages in leading development and large-scale production.

  • C. Standard Chem & Pharm CO. focuses on the operation of Western pharmaceutical formulations, while Syn-Tech Chem. & Pharm. specializes in the planning and development of raw materials, expanding the economic scale and reducing costs. Both parties will jointly explore the markets of Europe, America, China, and Japan, expecting to achieve synergistic effects where the one is greater than the sum of its parts, and create a mutually beneficial and win-win situation, while considering environmental protection, corporate social responsibility, and environmental, social, and governance (ESG), to continue creating reasonable returns for shareholders.

  • (8) Expected benefits, potential risks, and corresponding measures for expanding the factory premises:

The subsidiary of our company, Syngen Biotech, has obtained approval from the

~117~

Financial Supervisory Commission, as stated in their letter numbered 1080328501, dated August 30, 2019, to carry out a cash capital increase through the issuance of common shares. In response to the future business growth requirements, the total amount of funds required for this plan is NT$480 million. Among which, NT$215.94 million will be used for expanding the factory premises and acquiring production equipment. The expansion project and installation of production equipment are expected to be completed in the first quarter of 2020. Once completed, production will commence immediately, and the estimated payback period for the investment is approximately 1.76 years.

The expected benefits that may arise are as follows:

Unit: Ton; NT$ thousands

Year Item Production Production
Sales
Sales
Value
Gross
Profit
Gross
Profit
Operating
Net Profit
2020 Solid
Formulation
470
470

505,163

288,280

101,033
2021 Solid
Formulation
548
548

588,998

336,122

117,800
Expected Payback Period Table
Unit:
NT$thousands
Year Operating
Profit
Net
Depreciation
Expense
Cash Inflows Cumulative Cash
Inflows
2020 101,033
12,383
113,416
113,416
2021 117,800
17,117
134,917
248,333

The proposed repayment amount for the KGI Bank loan is NTD$100 million, which was initially used to support the purchase of the Nankang factory premises. The Company is primarily engaged in the manufacturing and sales of health supplements and raw materials, as well as the agency sales of preventive medical devices and animal healthcare products. Revenue from health supplements accounts for nearly 80% of the overall revenue. In addition to our existing production center in Xinying, considering the insufficient capacity and space of the Xinying plant to meet the expanding demand for health supplement business, we planned to purchase the existing Nankang factory premises and production equipment in 2015, with a total price of NTD$253 million, to serve as an expansion base for health supplement production. The funds were sourced through medium- to long-term bank loans and cash capital increase conducted in 2016. In recent years, there has been a rise in health consciousness, leading to the flourishing development of the healthcare industry, with health supplements being a mainstream product. Our company's operations have also expanded accordingly. Due to the auxiliary functions of health supplements in preventive care and the diversified consumer demands in terms of consumption patterns, it was deemed necessary to purchase the factory premises and production lines located in the Nankang Science Park to meet future customer orders and expand the business scale, considering the industry's development trends and to mitigate operational risks.

The original plan was to complete the construction of the plant in 2022 and commence large-scale production. However, due to the impact of the pandemic, the actual progress of the construction was delayed, and the current existing plant premises are sufficient to support our operations.

(9) Risks Relating to and Response to Excessive Concentration of Purchasing Sources and Excessive Customer Concentration:

The largest customer of the Group accounted for approximately 9.96% of the annual consolidated net turnover. The Group has a large number of customers and there is no risk of excessive concentration. The largest suppliers of the Group accounted for 4.04% of the total purchases. The Group has a large number of suppliers and has been actively looking for suppliers from secondary sources in recent years, so there is no risk of excessive

~118~

concentration.

  • (10) Effects of, Risks Relating to and Response to Large Share Transfers or Changes in Shareholdings by Directors, Supervisors, or Shareholders with Shareholdings of over 10%: The Company has no such situation.

  • (11) Effects of, Risks Relating to and Response to the Changes in Management Rights: The Company has no such situation.

  • (12) Litigation or Non litigation Matters:

  • The significant litigation, non-litigation or administrative litigation with its judgment already made or pending which is related to the Company or the Company’s directors, supervisors, General Manager, actual person in charge, shareholders holding more than 10% of the Company’s shares or affiliates and the result may have a significant impact on the shareholders’ equity or the price of the Company’s shares, and the facts in dispute, the amount of the subject matter, the start date of the lawsuit, the main parties involved in the lawsuit, and the handling status as of the publication date of the annual report: No major litigation, non-litigation or administrative disputes.

  • (13) Other Major Risks and Countermeasures:

    • None.

7.7 Other Important Matters: None.

~119~

VIII. Special Disclosure

8.1 Summary of Affiliated Companies

  • (1) Affiliated Companies’ Consolidated Business Report

  • A. Affiliated Companies’ Profile

  • (a) Organization Chart of Affiliated Companies

    • According to Article 369-3 of the Company Act, Presume to Have a Controlling and Subordinate Relationship: None.

    • According to Article 369-2, Paragraph 2 of the Company Act, the Subsidiary Companies Directly or Indirectly Controlled by the Company in Terms of Personnel, Finance, or Business Operations: None.

==> picture [181 x 28] intentionally omitted <==

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

Organization Chart of Affiliated Companies
December 31, 2022
----- End of picture text -----

==> picture [420 x 499] intentionally omitted <==

~120~

(b) Basic Information of Affiliated Companies

Affiliates Date of
Establishment
Address Paid-in
Capital
(thousands)
Major Business or Product
Items
Syngen Biotech
Co., Ltd.
April 28, 1999 Building A, No.
154, Kaiyuan Road,
Xinying District,
Tainan City

271,009

Research, development,
production, manufacturing
and sales of biomedical raw
materials, biological
pesticides, fertilizers and
biochemical nutrients, and
sales ofpreventive medicine
Chia Scheng
Investment Co.,
Ltd.
February 18,
1998
No. 319-1, Kaiyuan
Road, Tuku Village,
Xinying District,
TainanCity


145,530
General Investment
Inforight
Technology Co.,
Ltd.
July 6, 2000 2F, No.319-3,
Kaiyuan Road,
Tuku Village,
Xinying District,
Tainan City
5,000
Retailing of business
equipment and information
software
SYN-TECH
Chem. & Pharm.
Co., Ltd.
November
9.1982
No. 168, Kaiyuan
Road, Xinying
District, Tainan
City
4458,917
Manufacturing and sales of
biopharmaceutical raw
materials, various reagents,
surfactants, and Chinese,
Western, and animal’s
medicines
Advpharma Inc. December 3,
1999
No. 207, Xialiao,
Fuan Village,
Houbi District,
Tainan City
600,000 R&D, manufacturing and
sales of various medicines
Standard
Pharmaceutical
Co., Ltd.
July 14, 2008 Equity Trust
Chambers P.O. Box
3269, Apia, Samoa
USD 13,000
R&D, trading, investment
and other related businesses
of medical products
Standard Chem.
& Pharm.
Philippines, Inc.
April 29, 2009 30/F Burgundy
Corp.Tawer.252
Sen. GilPuyat Ave.
Hakati City,
Manila,Philippines
USD 200
Import and export of various
medical products, medicines,
health food and other related
businesses
Souriree Biotech
& Pharm. Co.,
Ltd.
July 26, 2002 4F, No. 158,
Songjiang Road,
Zhongshan District,
Taipei City

60,634

Manufacture of western
medicine and retail and
wholesale business of
various medicines, etc.
Multipower
Enterprise Corp.
January 17,
1981
3F, No. 72,
Songjiang Road,
Zhongshan District,
Taipei City

218,701

Import and export business
of western medicine,
nutritional products,
functional food, etc. and
processing, manufacturing
and sales of food
~121~
Ho Yao Biopharm
Co., Ltd.
December 8,
2021
2F, No. 6-2, Duxing
Road, East District,
Hsinchu City,
Hsinchu Science
Park

43,300
R&D of new medicines
Shanghai Standard
Pharmaceuticals
Co., Ltd.
February 7,
2022
Room 2703, No.
398, Caoxi North
Road, Xuhui
District, Shanghai
USD 1,000 Sales of various medicines
and food
Syngen Biotech
International
SDN.BHD.
June 8, 2017 3-4-2 NO.14,
Persiaran Anggerik
Vanilla, Kota
Kemuning, Seksyen
31, 40460 Shah
Alam, Selangor
Malaysia.

MYR1,000

Research, development,
production, manufacturing
and sales of microbial
pharmaceutical raw
materials and biochemical
nutritional products, and
sales of preventive
medicines, etc.
Zhan Shuo
Biotech Co., Ltd.
July 14, 2022 No. 319-1, Kaiyuan
Road, Tuku Village,
Xinying District,
Tainan City


100,000

Western medicine
manufacturing, wholesale,
and sales operations.
CNH
Technologies, Inc.
July 3, 2000 10 Henshaw St,
Woburn, MA
01801, USA
USD 1 R&D of various medicines
Standard Chem. &
Pharm.(Jiangsu)
Co., Ltd.
September 14,
2010
No. 8, Peilan Road,
Taizhou City,
Jiangsu Province
RMB 57,670
R&D, technical consultation
and technical services of
medicines
Jiangsu
Standard-Dia
Biopharma Co.,
Ltd.
October 14,
2011
No. 8, Peilan Road,
Taizhou City,
Jiangsu Province
RMB 42,395 R&D, manufacturing and
sales of various medicines

(c) Information of Common Shareholders of Entities Presumed to Have a Controlling and Subordinate Relationship None.

(d) Overview of the Operations of the Affiliates

The businesses operated by the Company and its affiliated companies include: pharmaceutical research and development manufacturing, biotechnology industry, pharmaceutical sales industry, investment company and network technology industry, etc.

~122~

(e) The Names of the Directors, Supervisors and General Managers of each Affiliated Companies and their shareholding or capital contribution to the companies

Affiliated
Company
Title Name (or
Representative)
Date of
Appointment
Term
of
Office
Shareholding Shareholding
Share %
Syngen Biotech
Co., Ltd.
Chairman

Wei-Ren, Chen
(Note)
June, 2020 3 years 12,651,146 46.68%
Director

Chin-Tsai, Fan
(Note)
June, 2020 3 years 12,651,146 46.68%
Director

Tzu-Ting, Fan
(Note)
June, 2020 3 years 12,651,146 46.68%

Director

Wu-Xiong,
Zhuang
June, 2020 3 years 0 0
Independent
Director
A-Qing, Tu June, 2020 3 years 0 0
Independent
Director
Shi-Jie, Lee June, 2020 3 years 0 0
Independent
Director
Sheng-Shi, Wang June, 2020 3 years 0 0

Note Representative of Standard Chem. & Pharm. Co., Ltd.

Affiliated
Company
Title Name (or
Representative)
Date of
Appointment
Term
of
Office
Shareholding Shareholding
Share %
Chia Scheng
Investment Co.,
Ltd.
Chairman Tzu-Ting, Fan
(Note)
July, 2022 3 years 14,553,000
100%

Note:Representative of Standard Chem. & Pharm. Co., Ltd.

Affiliated
Company
Title Name (or
Representative)
Date of
Appointment
Term
of
Office
Shareholding Shareholding
Share %
Inforight
Technology Co.,
Ltd.
Chairman Tzu-Ting, Fan
(Note)
July, 2019 3 years 500,000
100%

Note:Representative of Standard Chem. & Pharm. Co., Ltd.

Affiliated
Company
Title Name (or
Representative)
Date of
Appointment
Term of
Office

Shareholding

Shareholding
Share %
SYN-TECH
Chem. &
Pharm. Co.,
Ltd.
Chairman Zhen-Ming,
Hsiao (Note1)
August, 2021 3 years 12,675,959
28.43%
Director Tzu-Ting, Fan
(Note2)
August, 2021 3 years 4,845,902
10.87%
Director Jun-Ze, Tsai August, 2021 3 years 523,312
0.12%
Director Shui-Qing, Chen August, 2021 3 years 868,598
0.19%
Independent
Director
Qi-Ming, Chen August, 2021 3 years 0
0
Independent
Director
Ying-Ji, Wang August, 2021 3 years 0
0
Independent
Director
Wu, Yi-Yan August, 2021 3 years 0
0
~123~

Note1:Representative of Standard Chem. & Pharm. Co., Ltd. Note2:Representative of Mastercard Investment Co., Ltd.

Affiliated
Company
Title Name (or
Representative)
Date of
Appointment
Term
of
Office
Shareholding Shareholding
Share %
Advpharma Inc. Chairman Chin-Tsai, Fan
(Note 1)
June, 2020 3 years 53,226,806
88.71%
Director Zhen-Ming,
Hsiao (Note 2)
June, 2020 3 years 1,495,414
2.49%
Director Jia-Nong, Chen
(Note 1)
June, 2020 3 years 53,226,806
88.71%
Supervisor Rong-Zhan,
Hsieh
June, 2020 3 years 1,900
0

Note 1:Representative of Standard Chem. & Pharm. Co., Ltd.

Note 2:Representative of SYN-TECH Chem. & Pharm. Co., Ltd.

Affiliated
Company
Title Name (or
Representative)
Date of
Appointment
Term
of
Office
Shareholding Shareholding
Share %
Standard
Pharmaceutical
Co.,Ltd.
Chairman Tzu-Ting, Fan
(Note)
July, 2008 - 13,000,000
100%

Note Representative of Standard Chem. & Pharm. Co., Ltd.

Affiliated
Company
Title Name (or
Representative)
Date of
Appointment
Term
of
Office
Shareholding Shareholding
Share %
Standard Chem. &
Pharm.
Philippines,Inc.

Chairman
Tzu-Ting, Fan
(Note)
April, 2021 1 year 192,200
100%

Note Representative of Standard Chem. & Pharm. Co., Ltd.

Affiliated
Company
Title Name (or
Representative)
Date of
Appointment
Term of
Office
Shareholding Shareholding
Share %
Souriree Biotech
& Pharm. Co.,
Ltd.
Chairman Shu-Hua, Chen
(Note)
May, 2022
3 years 5,673,908
93.58%
Director Tzu-Ting, Fan
(Note)
May, 2022
3 years 5,673,908
93.58%
Director Wei-Ren, Chen
(Note)
May, 2022
3 years 5,673,908
93.58%
Supervisor Tsuey-Wen,Yeh May,2022
3years 0
0

Note Representative of Standard Chem. & Pharm. Co., Ltd.

~124~
Affiliated
Company
Title Name (or
Representative)
Date of
Appointment
Term of
Office
Shareholding Shareholding
Share %
Multipower
Enterprise Corp.
Chairman Tzu-Ting, Fan
(Note)
May, 2022
3 years 19,840,600
90.72%
Director Wei-Ren, Chen
(Note)
May, 2022
3 years 19,840,600
90.72%
Director Shu-Hua, Chen
(Note)
May, 2022
3 years 19,840,600
90.72%
Supervisor Tsuey-Wen,Yeh May,2022
3years 0
0

Note Representative of Standard Chem. & Pharm. Co., Ltd.

Affiliated
Company
Title Name (or
Representative)
Date of
Appointment
Term
of
Office
Shareholding Shareholding
Share %
Ho Yao
Biopharm Co.,
Ltd.
Chairman Zhen-Ming,
Huang (Note)
February, 2022 3 years 3,680,000
84.99%
Director Tzu-Ting, Fan
(Note)
February, 2022 3 years 3,680,000
84.99%
Director Chin-Wen, Chang
(Note)
February, 2022 3 years 3,680,000
84.99%
Supervisor Tsuey-Wen, Yeh February, 2022 3 years 0
0

Note Representative of Standard Chem. & Pharm. Co., Ltd.

Affiliated
Company
Title Name (or
Representative)
Date of
Appointment
Term
of
Office
Investment Capital Investment Capital
Amount (USD) Investment
Ratio
Shanghai
Standard
Pharmaceuticals
Co.,Ltd.
Executive
Director
Tzu-Ting, Fan
(Note)
February, 2022
-
146,890
100%
Supervisor Shu-Hua, Chen February, 2022
-
0
0

Note Representative of Standard Chem. & Pharm. Co., Ltd.

Affiliated
Company
Title Name (or
Representative)
Date of
Appointment
Term of
Office
Investment Capital Investment Capital
Amount (MYR) Investment
Ratio
Syngen Biotech
International
SDN.BHD.
Director Wei-Ren, Chen June, 2017 - 0
0%
Director Tzu-Ting, Fan June, 2017 - 0
0%
Director NURFITRI
BINTI MANAF
December,
2021
- 0
0%
Affiliated
Company
Title Name (or
Representative)
Date of
Appointment
Term
of
Office
Shareholding Shareholding
Share %
Zhan Shuo
Biotech Co., Ltd.
Chairman Wei-Ren, Chen
(Note)
July, 2022 - 10,000
100%
Supervisor Jie-Zun, Wu
(Note)
July, 2022 - 10,000
100%

Note Representative of Syngen Biotech Co., Ltd.

~125~
Affiliated
Company
Title Name (or
Representative)
Date of
Appointment
Term
of
Office
Shareholding Shareholding
Share %
CNH
Technologies, Inc.
Chairman Yi-Feng, Wang July, 2000 - 186,628
16.61%
Director Chin-Tsai, Fan
(Note 1)
July, 2000 - 400,000
35.60%
Director Zhen-Ming,
Hsiao(Note 2)
July, 2000 - 535,050
47.62%

Note1:Representative of Advpharma Inc.

Note2:Representative of SYN-TECH Chem. & Pharm. Co., Ltd.

Affiliated
Company
Title Name (or
Representative)
Date of
Appointment
Term of
Office
Investment Capital Investment Capital
Amount (USD) Investment
Ratio
Jiangsu Standard
Biotech
Pharmaceutical
Co.,Ltd.
Executive
Director
Tzu-Ting, Fan
(Note)
September,
2013
- 9,000,000
100%

Note Representative of Standard Pharmaceutical Co., Ltd.

Affiliated
Company
Title Name (or
Representative)
Date of
Appointment
Term of
Office
Investment Capital Investment Capital
Amount (USD) Investment
Ratio
Jiangsu
Standard-Dia
Biopharma Co.,
Ltd.
Chairman Tzu-Ting, Fan
(Note 1)
October, 2017 - 3,729,000
55.0%
Director Wei-Ren, Chen
(Note 1)
October, 2017 - 3,729,000
55.0%
Director Zi-Lang, Lin
(Note 1)
October, 2017 - 3,729,000
55.0%
Director Moriyoshi
Makoto (Note 2)
October, 2017 - 2,373,000
35.0%
Director Morikane Daisō
(Note 2)
October, 2017 - 2,373,000
35.0%
Supervisor Zhong-Yuan, Lu
(Note 1)
October, 2017 - 3,729,000
55.0%
Supervisor Kido Mikio (Note
2)
October, 2017 - 2,373,000
35.0%

Note 1 Representative of Jiangsu Standard Biotech Pharmaceutical Co., Ltd. Note 2 Representative of DIA Pharmaceutical Co., Ltd.

~126~

B. Operating Overview of Affiliated Companies

Business Overview of Affiliated Companies

Unit: NT$ thousands

Affiliated Company Paid-in
Capital
Total Assets
Total
Liabilities
Equity Operating
Revenues
Operating
Profit
(Loss)
Profit
(Loss) for
the year
Earnings
per Share
(NT$)
(After Tax)
Syngen Biotech
Co., Ltd.
271,009 3,070,647 1,079,105 1,991,543 1,927,209 363,166 321,236 11.85
Chia Scheng
Investment Co.,
Ltd.
145,530 11,003 0 11,003 0 (164) 72
Inforight
Technology Co.,
Ltd.
5,000 7,609 3,397 4,212 13,868 727 515
SYN-TECH
CHEM. &
PHARM. CO.,
LTD.
445,917 2,779,720 580,129 2,199,591 898,473 215,236 239,422 5.36
Advpharma Inc. 600,000 312,580 4,149 308,431 15,659 (4,713) (11,061)
Standard
Pharmaceutical Co.,
Ltd.

399,230
181,720 0 181,720 0 (212) (17,013)
Standard Chem. &
Pharm. Philippines,
Inc.
12,284 5,871 5,558 3,14 248 (852) (224)
Souriree Biotech &
Pharm. Co., Ltd.
60,634 101,624 25,063 76,561 80,785 11,335 11,709 1.93
Multipower
Enterprise Corp.
218,701 416,818 120,110 296,708 330,768 (12,483) (4,037) (0.18)
Ho Yao Biopharm
Co., Ltd.
43,300 40,070 8,610 31,460 4,294 (12,119) (10,406)
Shanghai Standard
Pharmaceuticals
Co., Ltd.
4,440 4,424 1,150 3,274 805 (1,243) (1,179)
Syngen Biotech
International
SDN.BHD.
7,323 1,205 227 978 0 (791) (789)
Zhan Shuo Biotech
Co., Ltd.
100 100 0 100 0 0 0
CNH Technologies,
Inc.
31 3,443 1,524 1,920 10,107 (24,230) (24,332)
Jiangsu Standard
Biotech
Pharmaceutical Co.,
Ltd.

254,208
164,478 112,170 52,308 48,397 1,201 (17,426)
Jiangsu
Standard-Dia
Biopharma Co.,
Ltd.
186,878 42,327 54,936 (12,609) 9,921 (13,350) (14,099)

Note Exchange Rate on December 31, 2022 USD=30.71 PH=0.5443 RMB=4.4080 MYR=6.9954 Average Exchange Rate on 2022, USD=29.85 PH=0.5398 RMB=4.4218 MYR=6.7835

~127~

(2) Consolidated Financial Statements of Affiliated Companies Please refer to P129 ~ P227 for the details.

  • (3) Relationship Report: None.

  • 8.2 Private Placement Securities in the Most Recent Year and Up to the Date of Publication of the Annual Report None.

  • 8.3 The Shares in the Company Held or Disposed of by Subsidiaries in the Most Recent Year and Up to the Date of Publication of the Annual Report None.

8.4 Other Necessary Supplementary Explanations

None.

  • IX. In the Most Recent Year and Up to the Date of Publication of the Annual Report, There Have Been Events That Have a Significant Impact on Shareholders' Equity or Securities Prices as Specified in Article 36.3.2 of the Securities Exchange Act: None.
~128~

STANDARD CHEM. & PHARM CO., LTD. AND SUBSIDIARIES Declaration of Consolidated Financial Statements of Affiliated Enterprises

For the year ended December 31, 2022 pursuant to Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises, the companies that are required to be included in the consolidated financial statements of affiliates, are the same as those required to be included in the consolidated financial statements under International Financial Reporting Standards No.10, Consolidated Financial Statements. Relevant information that should be disclosed in the consolidated financial statements of affiliates has all been disclosed in the consolidated financial statements of parent and subsidiary companies. As a result, STANDARD CHEM. & PHARM CO., LTD. and subsidiaries are not required to prepare consolidated financial statements of affiliates.

Hereby declare

STANDARD CHEM. & PHARM CO., LTD.

March 14, 2023

~129~

INDEPENDENT AUDITORS’ REPORT 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, 2022 and 2021, 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 reports of other auditors (refer to Other matter section), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2022 and 2021, 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 that came into effect 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 Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountants of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and the reports of other auditors, 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 Group’s 2022 consolidated financial statements. These matters were addressed in the

~130~

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 Group’s 2022 consolidated financial statements are stated 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(6) for the details of allowance for inventory valuation loss. As of December 31, 2022, the carrying amount of inventories and allowance for inventory valuation loss are $1,448,846 thousand and $62,363 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 considered 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.

~131~

Existence of domestic sales revenue from human medicines and dietary supplements

Description

Refer to Note 4(27) 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 considered 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 the 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 auditors

We did not audit the financial statements of certain investments accounted for under equity method which were audited by other auditors. Therefore, our opinion expressed herein, insofar as it relates to the amounts included in respect of these associates, is based solely on the reports of the other auditors. The balance of these investments accounted fot under equity method amounted to $235,502 thousand and $205,362 thousand, constituting 2.15% and 2.03% of consolidated total assets as of December 31, 2022 and 2021, respectively, and the share of profit (loss) of associates and joint ventures accounted for under equity method amounted to $33,360 thousand and ($11,473) thousand, constituting 2.81% and (1.39%) of consolidated total comprehensive income for the years then ended, respectively.

~132~

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, 2022 and 2021.

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 that came into effect 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 audit committee, are responsible for overseeing the Group’s financial reporting process.

Auditors’ responsibilities for the audit of the consolidated financial statements

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

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

~133~
  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.

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 auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the 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.

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

~134~

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

Tien, Chung-Yu Independent Accountants Yeh, Fang-Ting

PricewaterhouseCoopers, Taiwan Republic of China March 14, 2023


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 independent auditors’ report 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.

~135~

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

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Assets Notes
6(1)
5(2) and 6(2)
6(1) and 8
6(4), 7 and 12
6(4), 7 and 12
6(5) and 7
6(29)
5(2), 6(5)(6)(9)
5(2) and 6(2)
5(2) and 6(3)
6(7)(8) and 7
6(5)(7)(9), 7 and 8
6(10) and 7
6(11)(12)(32)
6(29)
6(9)
6(17)
December 31, 2022
AMOUNT
%
$ 2,259,381
21
176,148
2
163,510
1
276,995
2
985,985
9
216,601
2
67
-
1,386,483
13
95,208
1
29,115
-
5,589,493
51
15,581
-
251,532
2
577,338
5
3,658,581
33
293,700
3
224,986
2
128,373
1
156,517
2
32,002
-
40,156
1
5,378,766
49
$ 10,968,259
100
December 31, 2021 December 31, 2021
AMOUNT
$ 2,259,381
176,148
163,510
276,995
985,985
216,601
67
1,386,483
95,208
29,115
5,589,493
15,581
251,532
577,338
3,658,581
293,700
224,986
128,373
156,517
32,002
40,156
5,378,766
$ 10,968,259
AMOUNT
$ 2,564,395
134,907
289,932
277,426
880,823
331,809
13
1,217,528
86,621
797
5,784,251
15,152
228,345
525,839
2,658,198
297,147
223,618
141,445
139,240
42,710
39,094
4,310,788
$ 10,095,039
%
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
1990
Other non-current assets
15XX
Total non-current assets
1XXX
TOTAL ASSETS
25
1
3
3
9
3
-
12
1
-
57
-
2
5
26
3
2
2
1
1
1
43
100

(Continued)

~136~

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

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Liabilities and Equity December 31, 2022
December 31, 2021
Notes
AMOUNT
%
AMOUNT
%
6(13) and 8
$
1,350,003
12
$
1,067,989
11
6(14)
-
-
290,000
3
6(22)
83,997
1
79,115
1
7
457,858
4
301,940
3
7
228,512
2
322,406
3
6(15)
515,552
5
454,443
4
6(29)
222,038
2
164,066
2
6(10) and 7
21,205
-
20,351
-
667
-
1,013
-
6(22)
-
-
14,774
-
2,879,832
26
2,716,097
27
6(16) and 8
182,000
2
50,000
1
6(29)
84,666
1
83,845
1
6(10) and 7
236,696
2
239,637
2
6(17)
149,053
1
205,314
2
411
-
532
-
652,826
6
579,328
6
3,532,658
32
3,295,425
33
6(18)
1,786,961
16
1,786,961
18
6(8)(19)
220,484
2
204,313
2
6(3)(20)(21)
793,498
7
709,879
7
110,329
1
-
-
1,957,837
18
1,751,052
17
6(3)(8)(21)
(
115,935) (
1) (
110,329) (
1 )
4,753,174
43
4,341,876
43
4(3), 6(19)(31)(32)
2,682,427
25
2,457,738
24
7,435,601
68
6,799,614
67
9
$
10,968,259
100
$
10,095,039
100
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
2365
Current refund liabilities
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
parent
Share capital
3110
Common stock
3200
Capital surplus
Retained earnings
3310
Legal reserve
3320
Special 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

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

~137~

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 For the years ended December 31,
2022
2021
Notes
AMOUNT
%
AMOUNT
%
6(22) and 7
$ 5,851,368
100
$ 4,604,082
100
6(6)(10)(11)(17)(
27)(28) and 7
(
3,363,755) (
58) (
2,536,209) (
55)
2,487,613
42
2,067,873
45
6(9)(10)(11)(17)(
27)(28) and 7
(
746,173) (
13) (
675,925) (
15)
(
353,329) (
6) (
272,547) (
6)
(
251,878) (
4) (
241,788) (
5)
12
(
17,812)
-
(
931)
-
(
1,369,192) (
23) (
1,191,191) (
26)
1,118,421
19
876,682
19
6(23)
29,594
-
4,247
-
6(3)(5)(24) and 7
51,615
1
170,182
4
6(2)(5)(6)(7)(10)
(12)(25), 7 and
12
157,712
3
(
23,954) (
1)
6(9)(10)(26) and
7
(
18,775)
-
(
7,250)
-
6(7)(8)
61,366
1
(
6,157)
-
281,512
5
137,068
3
1,399,933
24
1,013,750
22
6(29)
(
246,313) (
4) (
176,948) (
4)
$ 1,153,620
20
$ 836,802
18
4000
Operating revenue
5000
Operating costs
5900
Net operating margin
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
7100
Interest income
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)

~138~

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 For the years ended December 31,
2022
2021
Notes
AMOUNT
%
AMOUNT
6(17)
$ 37,658
-
$ 19,657
6(3)(21)
(
14,140)
-
(
21,903)
6(8)
1,047
-
73
6(29)
(
7,532)
-
(
3,931)
6(21)
15,785
-
(
1,283)
6(8)
225
-
(
2,661)
$ 33,043
-
($ 10,048)
$ 1,186,663
20
$ 826,754
$ 815,408
14
$ 706,734
338,212
6
130,068
$ 1,153,620
20
$ 836,802
$ 841,867
14
$ 696,558
344,796
6
130,196
$ 1,186,663
20
$ 826,754
6(30)
$ 4.56
$ $ 4.56
$
For the years ended December 31, For the years ended December 31, For the years ended December 31,
2022 2021
%
AMOUNT
-
$ 19,657
-
(
21,903)
-
73
-
(
3,931)
-
(
1,283)
-
(
2,661)
-
($ 10,048)
20
$ 826,754
14
$ 706,734
6
130,068
20
$ 836,802
14
$ 696,558
6
130,196
20
$ 826,754
4.56
$ 4.56
$
2021
%
Other comprehensive income
(loss)
Components of other
comprehensive income (loss) 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
income of associates and joint
ventures accounted for under
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
income (loss) of associates and
joint ventures accounted for
under equity method
8300
Total other comprehensive
income (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 (in dollars)
9750
Basic
9850
Diluted
-
-
-
-
-
-
-
18
15
3
18
15
3
18
3.95
$ $ 3.95

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

~139~

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, 2021
Balance at January 1, 2021
Profit for the year
Other comprehensive income (loss) for the year
Total comprehensive income (loss) for the year
Difference between proceeds from acquisition or
disposal of subsidiaries and book value
Adjustment to non-proportional acquisition of
associates and joint ventures accounted for under
equity method
Overdue cash dividends payable
Disposal of financial assets at fair value through
other comprehensive income
Appropriations of 2020 earnings:
Legal reserve
Cash dividends
Effect on business combinations
Change in non-controlling interest
Balance at December 31, 2021
For the year ended December 31, 2022
Balance at January 1, 2022
Profit for the year
Other comprehensive income (loss) for the year
Total comprehensive income (loss) for the year
Difference between proceeds from acquisition or
disposal of subsidiaries and book value
Adjustment to non-proportional acquisition of
associates and joint ventures accounted for under
equity method
Overdue cash dividends payable
Disposal of financial assets at fair value through
other comprehensive income
Appropriations of 2021 earnings:
Legal reserve
Special reserve
Cash dividends
Effect of organisational restructuring
Effect on business combinations
Change in non-controlling interest
Balance at December 31, 2022
Notes
6(21)
6(31)
6(8)(19)
6(19)
6(3)(21)
6(20)
6(32)
6(21)
6(31)
6(8)(19)
6(19)
6(3)(21)
6(20)
6(20)
6(19)
6(32)
Equityattri butable to owners of theparent
Common stock Capital Surplus Others Retained Earnings Unappropriated
retained earnings
Other EquityInterest Total
Additional paid-in
capital
Change in net
equity of
associates and
joint ventures
accounted for
under equity
method
Legal reserve
$ 658,657
-
-
-
-
-
-
-
51,222
-
-
-
$ 709,879
$ 709,879
-
-
-
-
-
-
-
83,619
-
-
-
-
-
$ 793,498
Special reserve Financial
statements
translation
differences of
foreign operations
( $ 16,788 )
-
(
4,186 )
(
4,186 )
-
-
-
-

-

-
-
-
( $ 20,974 )
( $ 20,974 )
-
14,492
14,492
-
-
-
-

-

-

-
-
-
-
( $ 6,482 )
Unrealised gains
or losses from
financial assets
measured at fair
value through
other
comprehensive
income
$ 1,786,961
-
-
-
-
-
-
-
-
-
-
-
$ 1,786,961

$ 1,786,961
-
-
-
-
-
-
-
-
-
-
-
-
-
$ 1,786,961
$ 143,353

-

-

-
-
-
-
-
-
-
-
-
$ 143,353


$ 143,353

-

-

-
-
-
-
-
-
-
-
8,735
-
-
$ 152,088
$ 2,273
-
-
-
-
1,068
-
-
-
-
-
-
$ 3,341

$ 3,341
-
-
-
-
3,744
-
-
-
-
-
-
-
-
$ 7,085



$ 194
-
-
-
-
-
48
-
-
-
-
-
$ 242

$ 242
-
-
-
-
-
171
-
-
-
-
-
-
-
$ 413
$ -
-
-
-
-
-
-
-
-
-
-
-
$ -
$ -
-
-
-
-
-
-
-
-
110,329
-
-
-
-
$ 110,329



























$ 1,287,735
706,734
15,100
721,834
-
-
-
114,358
(
51,222 )
(
321,653 )
-
-
$ 1,751,052
$ 1,751,052
815,408
26,107
841,515
-
-
-
5,958
(
83,619 )
(
110,329 )
(
446,740 )
-
-
-
$ 1,957,837
$ 46,093
-
(
21,090 )
(
21,090 )
-
-
-
(
114,358 )
-
-
-
-
($ 89,355 )
($ 89,355 )
-
(
14,140 )
(
14,140 )
-
-
-
(
5,958 )
-
-
-
-
-
-
($ 109,453 )



























$ 3,965,932
706,734
(
10,176 )
696,558
(
77 )
1,068
48
-
-
(
321,653 )
-
-
$ 4,341,876
$ 4,341,876
815,408
26,459
841,867
3,521
3,744
171
-
-
-
(
446,740 )
8,735
-
-
$ 4,753,174

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

~140~

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 on financial assets at fair value through profit or loss
Expected credit losses

Provision for loss on inventory market price decline

Fire loss - inventories

Gain on disposal of non-current assets held for sale, net

Share of (profit) loss of associates and joint ventures
accounted for under equity method

Depreciation

Net loss on disposal of property, plant and equipment

Property, plant and equipment transferred to expenses

Fire loss - property, plant and equipment

Gain from lease modification

Net loss on disposal of other non-current assets

Amortisation

Impairment loss on non-financial assets

Interest income

Dividend 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 liabilities - current
Notes payable
Accounts payable
Other payables
Receipts in advance
Refund liabilities - current
Net defined benefit liability - non-current
Cash inflow generated from operations
Dividends received
Interest received
Interest paid
Income tax received
Income tax paid
Net cash flows from operating activities
For theyears ended December 31,
Notes
2022
2021
$ 1,399,933 $ 1,013,750
(
1,083 ) (
1,449 )
12
17,812
931
6(6)
7,030
7,658
6(6)(25)
-
4,608
6(7)(25)
- (
80,498 )
6(8)
(
61,366 )
6,157
6(9)(10)(27)
278,138
200,758
6(25)
1,632
846
6(9)
378
963
6(9)(25)
-
61,693
6(10)(25)
(
8 )
-
6(25)
6,147
5,872
6(27)
20,467
20,306
6(11)(25)
-
1,810
6(23)
(
29,594 ) (
4,247 )
6(24)
(
9,860 ) (
20,738 )
6(26)
18,775
7,250
(
41,000 )
2,000
535 (
97,161 )
(
123,104 ) (
42,003 )
78,146 (
129,624 )
(
187,629 ) (
41,143 )
(
8,587 )
17,914
(
28,036 )
765
1,506 (
2,195 )
4,882 (
56,576 )
121,473 (
29,305 )
(
93,894 )
105,314
48,414
2,029
(
346 )
984
(
14,774 ) (
111 )
(
28,272 ) (
11,837 )
1,377,715
944,721
21,860
21,735
28,292
4,303
(
17,999 ) (
7,242 )
17,487
-
(
199,521 ) (
136,483 )
1,227,834
827,034

(Continued)

~141~

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

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

CASH FLOWS FROM INVESTING ACTIVITIES
Decrease in financial assets at amortised cost - current
Cash received from withdrawal of capital on financial assets at
fair value through profit or loss- non-current

Acquisition of financial assets at fair value through other
comprehensive income - non-current
Proceeds from disposal of financial assets at fair value through
other comprehensive income - non-current

Acquisition of investments accounted for under equity method

Proceeds from disposal of investments accounted for under 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
Proceeds from disposal of non-current assets held for sale, net

Acquisition of intangible assets

Increase in prepayments for equipment
Decrease (increase) in guarantee deposits paid
Proceeds from disposal of other non-current assets

Increase in other non-current assets
Cash (paid) received from business combinations

Net cash flows (used in) from investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term borrowings

Decrease in short-term borrowings

Decrease in short-term notes and bills payable

Payments of lease liabilities

Increase in long-term borrowings

Decrease in guarantee deposit received

Overdue cash dividends payable

Payments of cash dividends

Cash paid for transaction with non-controlling interests

Decrease in non-controlling interests
Net cash flows used in financing activities
Effects of foreign exchange
Net (decrease) 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
2022
2021
$ 126,422 $ 181,625
6(2) and 12(3)
413
-
(
60,632 ) (
121,205 )
6(3)
23,305
18,921
6(7)
- (
288,810 )
6(8)
9,156
-
6(33)
(
681,988 ) (
126,817 )
6(9)(26)(33)
(
2,523 ) (
369 )
720
88
6(7)
-
245,553
6(11)
(
4,009 ) (
4,808 )
(
511,545 ) (
86,291 )
10,708 (
17,496 )
6(33)
38,364
-
(
4,899 ) (
9,734 )
6(32)
(
24,323 )
1,028,466
(
1,080,831 )
819,123
6(34)
2,806,682
390,213
6(34)
(
2,524,668 ) (
165,992 )
6(34)
(
290,000 )
-
6(34)
(
22,445 ) (
18,482 )
6(34)
132,000
50,000
6(34)
(
121 ) (
839 )
6(19)
223
48
6(20)
(
446,740 ) (
321,653 )
6(31)
(
322 ) (
262 )
(
120,053 ) (
50,574 )
(
465,444 ) (
117,541 )
13,427 (
404 )
(
305,014 )
1,528,212
6(1)
2,564,395
1,036,183
6(1)
$ 2,259,381 $ 2,564,395

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

~142~

STANDARD CHEM. & PHARM. CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, EXCEPT AS OTHERWISE INDICATED)

1. HISTORY AND ORGANISATION

  • (1) Standard Chem. & Pharm. Co., Ltd. (the ‘Company’) was incorporated on June 30, 1967 under the provisions of the Company Act of the Republic of China (R.O.C.) and other regulations. The Company is primarily engaged in the manufacturing and sales of Chinese and western medicine, cosmetics, beverage, normal instruments and medical instruments. Refer to Note 4(3), Basis of consolidation’ for the main business activities of the Company’s subsidiaries.

  • (2) The Company has been listed on the Taiwan Stock Exchange starting from December 1995.

  • THE DATE OF AUTHORISATION FOR ISSUANCE OF THE CONSOLIDATED FINANCIAL

STATEMENTS AND PROCEDURES FOR AUTHORISATION

These consolidated financial statements were authorised for issuance by the Board of Directors on March 14, 2023.

3. APPLICATION OF NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS

  • (1) Effect of the adoption of new issuances of or amendments to International Financial Reporting Standards (“IFRS”) that came into effect as endorsed by the Financial Supervisory Commission

  • (“FSC”)

New standards, interpretations and amendments endorsed by the FSC and became effective from 2022 are as follows:

New Standards,Interpretations andAmendments Effective date by
International Accounting
StandardsBoard (“IASB”)
Amendments to IFRS 3, ‘Reference to the conceptual framework’
Amendments to IAS 16, ‘Property, plant and equipment: proceeds
before intended use’
Amendments to IAS 37, ‘Onerous contracts—cost of fulfilling a contract’
Annual improvements to IFRS Standards 2018–2020
January 1, 2022
January 1, 2022
January 1, 2022
January 1, 2022

The above standards and interpretations have no significant impact to the Group’s financial condition and financial performance based on the Group’s assessment. (2) Effect of new issuances of or amendments to IFRSs as endorsed by the FSC but not yet adopted by

the Group

New standards, interpretations and amendments endorsed by the FSC effective from 2023 are as follows:

~143~
Effective date by
New Standards,Interpretations andAmendments IASB
Amendments to IAS 1, ‘Disclosure of accounting policies’ January 1, 2023
Amendments to IAS 8, ‘Definition of accounting estimates’ January 1, 2023
Amendments to IAS 12, ‘Deferred tax related to assets and liabilities January 1, 2023
arising from a single transaction’

The above standards and interpretations have no significant impact to the Group’s financial condition and financial performance based on the Group’s assessment.

(3) IFRSs issued by IASB but not yet endorsed by the FSC

New standards, interpretations and amendments issued by IASB but not yet included in the IFRSs as endorsed by the FSC are as follows:

==> picture [469 x 31] intentionally omitted <==

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

Effective date by
New Standards, Interpretations and Amendments IASB
----- End of picture text -----

New Standards,Interpretations andAmendments Effective date by
IASB
Amendments to IFRS 10 and IAS 28, ‘Sale or contribution of assets To be determined by
between an investor and its associate or joint venture’ IASB
Amendments to IFRS 16, ‘Lease liability in a sale and leaseback’ January 1, 2024
IFRS 17, ‘Insurance contracts’ January 1, 2023
Amendments to IFRS 17, 'Insurance contracts' January 1, 2023
Amendment to IFRS 17, 'Initial application of IFRS 17 and IFRS 9 – January 1, 2023
comparative information'
Amendments to IAS 1, ‘Classification of liabilities as current or non- January 1, 2024
current’
Amendments to IAS 1, ‘Non-current liabilities with covenants’ January 1, 2024

The above standards and interpretations have no significant impact to the Group’s financial condition and financial performance based on the Group’s assessment.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.

(1) Compliance statement

The consolidated financial statements of the Group have been prepared in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers”, International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the FSC (collectively referred herein as the “IFRSs”).

(2) Basis of preparation

  • A. Except for the following items, the consolidated financial statements have been prepared under the historical cost convention:

  • (a) Financial assets at fair value through profit or loss.

~144~
  - (b) Financial assets at fair value through other comprehensive income.

  - (c) Defined benefit liabilities recognised based on the net amount of pension fund assets less present value of defined benefit obligation.
  • B. The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 5, ‘CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND KEY SOURCES OF ASSUMPTION UNCERTAINTY’.

  • (3) Basis of consolidation

  • A. Basis for preparation of consolidated financial statements:

    • (a) All subsidiaries are included in the Group’s consolidated financial statements. Subsidiaries are all entities controlled by the Group. The Group controls an entity when the Group is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Consolidation of subsidiaries begins from the date the Group obtains control of the subsidiaries and ceases when the Group loses control of the subsidiaries.

    • (b) Inter-company transactions, balances and unrealised gains or losses on transactions between companies within the Group are eliminated. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Group.

    • (c) Profit or loss and each component of other comprehensive income are attributed to the owners of the parent and to the non-controlling interests. Total comprehensive income is attributed to the owners of the parent and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

    • (d) Changes in a parent’s ownership interest in a subsidiary that do not result in the parent losing control of the subsidiary (transactions with non-controlling interests) are accounted for as equity transactions, i.e. transactions with owners in their capacity as owners. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity.

    • (e) When the Group loses control of a subsidiary, the Group remeasures any investment retained in the former subsidiary at its fair value. The fair value is regarded as the fair value on initial recognition of a financial asset or the cost on initial recognition of the associate or joint venture. Any difference between fair value and carrying amount is recognised in profit or loss. All amounts previously recognised in other comprehensive income in relation to the subsidiary are reclassified to profit or loss on the same basis as would be required if the related assets or liabilities were disposed of. That is, when the Group loses control of a subsidiary, all gains or losses previously recognised in other comprehensive income in relation to the subsidiary should be reclassified from equity to profit or loss, if such gains or losses

~145~

would be reclassified to profit or loss when the related assets or liabilities are disposed of. B. Subsidiaries included in the consolidated financial statements:

Name
Main business
Name of investors
of subsidiaries
activities
Standard Chem &
Pharm. Co., Ltd.
Standard
Pharmaceutical
Co., Ltd.
Research and
development,
trading,
investment
and other
business of
medical
products
Standard Chem &
Pharm. Co., Ltd.
Chia Scheng
Investment Co.,
Ltd.
General
investment
Standard Chem &
Pharm. Co., Ltd.
STANDARD
CHEM.
& PHARM.
PHILIPPINES,
INC.
Import and
export of
various
medical
products,
medicine,
supplements
Standard Chem &
Pharm. Co., Ltd.
Inforight
Technology
Co., Ltd.
Wholesale of
multi-
function
printers and
information
software
Standard Chem &
Pharm. Co., Ltd.
Souriree Biotech
& Pharm. Co.,
Ltd.
Manufacturing
of western
medicine
and retail
and wholesale
of various
medicine
Standard Chem &
Pharm. Co., Ltd.
Multipower
Enterprise Corp.
Import and
export of
western
medicine,
nourishment
and function
food,
processing,
manufacturing
and sale of
food
Ownership (%)
December31,2022
100.00
100.00
100.00
100.00
93.58
90.72
Ownership (%)
December31,2021
100.00
100.00
100.00
100.00
93.17
90.72
Description





~146~
Name
Main business
Name of investors
of subsidiaries
activities
Standard Chem &
Pharm. Co., Ltd.
Advpharma Inc.
Research and
development,
manufacturing
and sale of
various
medicines
Standard Chem &
Pharm. Co., Ltd.
Syngen Biotech Co.,
Ltd.
Research and
development,
manufacturing
and sale of
APIs,
biopesticide,
fertiliser and
biochemical
nutrition, sale
of preventive
medicines
Standard Chem &
Pharm. Co., Ltd.
SYN-TECH CHEM.
& PHARM. CO.,
LTD.
Manufacturing
and sale of
APIs, reagent,
surfactant,
Chinese and
western
medicine and
veterinary
medicie
Standard Chem &
Pharm. Co., Ltd.
Ho Yao Biopharm
Co., LTD.
Research and
development
of new
medicine
Standard Chem &
Pharm. Co., Ltd.
Shanghai Standard
Pharmaceuticals
Co., Ltd.
Sale of various
medicine and
dietary
supplement
Ownership (%)
December31,2022
88.71
46.68
28.43
84.99
100.00
Ownership (%)
December31,2021
88.71
46.68
20.33

Description

(Note 1)
(Note 2)
(Note 3)
(Note 4)
(Note 5)
~147~
Name
Main business
Name of investors
of subsidiaries
activities
Standard
Pharmaceutical
Co., Ltd.
Jiangsu Standard
Biotech
Pharmaceutical
Co., Ltd.
Research and
development,
technical
consulting
and technical
services of
medicines
Advpharma Inc.
CNH Technologies
Inc
Research and
development
of various
medicine
Syngen Biotech
Co., Ltd.
SYNGEN
BIOTECH
INTERNATIONAL
SDN. BHD.
Research and
development,
manufacturing
and sale of
APIs and
biochemical
nutrition,
sale of
preventive
medicines
Syngen Biotech
Co., Ltd.
Jhan Shuo
Biopharma
Co., Ltd.
Manufacturing,
wholesale
and sale of
western
medicine
SYN-TECH CHEM. &
PHARM. CO., LTD.
Advpharma Inc.
Research and
development,
manufacturing
and sale of
various
medicine
SYN-TECH CHEM. &
PHARM. CO., LTD.
CNH Technologies
Inc
Research and
development
of various
medicine
Jiangsu Standard
Biotech
Pharmaceutical
Co., Ltd.
Jiangsu
Standard-Dia
Biopharma
Co., Ltd.
Research and
development,
manufacturing
and sale of
various
medicines
Ownership (%)
December31,2022
100.00
35.60
100.00
100.00
2.49
47.62
55.00
Ownership (%)
December31,2021
100.00
35.60
100.00

2.49
47.62
55.00
Description

(Note 6)

(Note 5)

(Note 6)
~148~
  • Note 1 : The subsidiary, Syngen Biotech Co., Ltd. (“Syngen Biotech”), filed for an initial public offering with the Taipei Exchange. As part of the public trading process, the Group allowed its underwriter to exercise the overallotment option. Although the Group’s ownership percentage in Syngen Biotech is below 50%, the Group is still the largest single shareholder, and thus the Group did not lose its control over Syngen Biotech.

  • Note 2: On December 8, 2021, the Group participated in cash capital increase of SYN-TECH CHEM. & PHARM. CO., LTD. (“SYN-TECH”) and became SYN-TECH’s single largest corporate shareholder. Through comprehensive assessment and together with another major shareholder, the Group obtained substantial control over SYN-TECH from the date.

  • Note 3: On July 1, 2022, the Company spun off and transferred its synthesis department to the subsidiary, SYN-TECH and received common shares issued from the capital increase. The ownership in the entity therefore increased. Refer to Note 6(19), ‘Capital surplus’, for more information.

  • Note 4: Newly acquired in the first quarter of 2022. Refer to Note 6(32), ‘ Business combinations’, for more information.

  • Note 5: Newly established in the third quarter of 2022.

  • Note 6: As the Group obtained control over SYN-TECH on December 8, 2021, the Group’s shareholding in CNH TECHNOLOGIES, INC. (“CNH”) increased to 83.22% and, accordingly, obtained substantial control over CNH.

  • C. Subsidiaries not included in the consolidated financial statements: None.

  • D. Adjustments for subsidiaries with different balance sheet dates: None.

  • E. Significant restrictions: None.

~149~
  • F. Subsidiaries that have non-controlling interests that are material to the Group:

  • (1) As of December 31, 2022 and 2021, the non-controlling interest amounted to $ 2,682,427 and $2,457,738, respectively. The information on non-controlling interest and respective subsidiaries is as follows:

Name of
subsidiaries
Principal
place
ofbusiness
Taiwan
Taiwan
Amount
Ownership
(%)
Amount
Ownership
(%)

1,061,524
$
53.32%
944,125
$
53.32%
1,561,695
$
71.57%
1,447,432
$
79.67%
December31,2021
December31,2022
Non-controllinginterest
Amount
Ownership
(%)
Amount
Ownership
(%)

1,061,524
$
53.32%
944,125
$
53.32%
1,561,695
$
71.57%
1,447,432
$
79.67%
December31,2021
December31,2022
Non-controllinginterest
Description

Amount
Ownership
(%)
1,061,524
$
53.32%
1,561,695
$
71.57%
December31,2022
Amount
1,061,524
$
1,561,695
$
Amount
944,125
$
1,447,432
$
Syngen
Biotech Co.,
Ltd.
SYN-TECH
CHEM &
PHARM.
CO., LTD.
  • (2) Summarised financial information of the subsidiaries:

  • A. Syngen Biotech Co., Ltd.:

  • (a) Balance sheets

ngen Biotech Co., Ltd.:
Balance sheets
December31,2022 December31,2021
Current assets $ 1,112,880
$ 1,018,090
Non-current assets 1,957,995 1,397,435
Current liabilities ( 719,470)
( 418,611)
Non-current liabilities ( 359,862)
( 225,551)
Total net assets $ 1,991,543 $ 1,771,363

(b) Statements of comprehensive income

Forthe years ended Forthe years ended December31,
2022 2021
Revenue $ 1,930,594
$ 1,471,266
Profit before income tax $ 396,415
$ 295,493
Income tax expense ( 75,179) ( 57,723)
Net income for the year $ 321,236
$ 237,770
Total comprehensive income
for the year $ 323,357
$ 237,828
Comprehensive income
attributable to non-controlling
interest $ 173,310
$ 128,323
Dividends paid to non-controlling
interests $ 57,799
$ 50,576
~150~

(c) Statements of cash flows

Statements of cash flows
For theyears ended December31,
2022 2021
Net cash flows provided by
operating activities $ 277,484
$ 336,498
Net cash flows used in investing
activities ( 585,046)
( 336,075)
Net cash flows provided by (used
in) financing activities 238,750
( 108,875)
Effect of foreign exchange on cash
and cash equivalents 64 ( 164)
Net decrease in cash and cash
equivalents ( 68,748)
( 108,616)
Cash and cash equivalents at
beginning of the year 314,801 423,417
Cash and cash equivalents at
end of the year $ 246,053
$ 314,801

B. SYN-TECH CHEM & PHARM. CO., LTD.

(a) Balance sheets

Balance sheets
December 31, 2022 December 31, 2021
Current assets $ 1,594,505
$ 2,015,209
Non-current assets 1,185,215 691,541
Current liabilities ( 503,733)
( 802,946)
Non-current liabilities ( 76,395)
( 71,726)
Total net assets $ 2,199,592
$ 1,832,078

(b) Statements of comprehensive income

Forthe years ended Forthe years ended December31,
2022 2021
Revenue $ 898,473
$ 746,603
Profit before income tax $ 299,371
$ 126,904
Income tax expense ( 59,949) ( 23,069)
Net income for the year $ 239,422
$ 103,835
Total comprehensive income
for the year $ 246,123
$ 103,882
Comprehensive income
attributable to non-controlling
interest $ 192,332
$ 102,338
Dividends paid to non-controlling
interests $ 61,645
$ -
~151~

(c) Statements of cash flows

Statements of cash flows
Forthe years ended December31,
2022 2021
Net cash flows provided by
operating activities $ 438,814
$ 120,426
Net cash flows used in investing
activities ( 337,462)
( 354,913)
Net cash flows (used in) provided
by financing activities ( 486,251) 845,197
Net (decrease) increase in cash and
cash equivalents ( 384,899)
610,710
Cash and cash equivalents at
beginning of the year 1,229,859 619,149
Cash and cash equivalents at
end of the year $ 844,960
$ 1,229,859

(4) Foreign currency translation

Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The consolidated financial statements are presented in New Taiwan dollars, which is the Company’s functional and the Group’s presentation currency.

  • A. Foreign currency transactions and balances

  • (a) Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions are recognised in profit or loss in the period in which they arise.

  • (b) Monetary assets and liabilities denominated in foreign currencies at the period end are re-translated at the exchange rates prevailing at the balance sheet date. Exchange differences arising upon re-translation at the balance sheet date are recognised in profit or loss.

  • (c) Non-monetary assets and liabilities denominated in foreign currencies held at fair value through profit or loss are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognised in profit or loss. Non-monetary assets and liabilities denominated in foreign currencies held at fair value through other comprehensive income are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognised in other comprehensive income. However, non-monetary assets and liabilities denominated in foreign currencies that are not measured at fair value are translated using the historical exchange rates at the dates of the initial transactions.

  • (d) All other foreign exchange gains and losses based on the nature of those transactions are presented in the statement of comprehensive income within other gains and losses.

  • B. Translation of foreign operations

~152~
  - (a) The operating results and financial position of all the group entities and associates that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

     - i. Assets and liabilities for each balance sheet presented are translated at the closing exchange rate at the date of that balance sheet;

     - ii. Income and expenses for each statement of comprehensive income are translated at average exchange rates of that period; and

     - iii. All resulting exchange differences are recognised in other comprehensive income.

  - (b) When the foreign operation partially disposed of or sold is an associate, exchange differences that were recorded in other comprehensive income are proportionately reclassified to profit or loss as part of the gain or loss on sale. In addition, even when the Group retains partial interest in the former foreign associate after losing significant influence over the former foreign associate, such transactions should be accounted for as disposal of all interest in these foreign operations.

  - (c) When the foreign operation partially disposed of or sold is a subsidiary, cumulative exchange differences that were recorded in other comprehensive income are proportionately transferred to the non-controlling interest in this foreign operation. In addition, if the Group retains partial interest in the former foreign subsidiary after losing control of the former foreign subsidiary, such transactions should be accounted for as disposal of all interest in the foreign operation.
  • (5) Classification of current and non-current items

  • A. Assets that meet one of the following criteria are classified as current assets; otherwise they are classified as non-current assets:

    • (a) Assets arising from operating activities that are expected to be realised, or are intended to be sold or consumed within the normal operating cycle;

    • (b) Assets held mainly for trading purposes;

    • (c) Assets that are expected to be realised within 12 months from the balance sheet date;

    • (d) Cash and cash equivalents, excluding restricted cash and cash equivalents and those that are to be exchanged or used to settle liabilities more than twelve months after the balance sheet date.

  • B. Liabilities that meet one of the following criteria are classified as current liabilities; otherwise they are classified as non-current liabilities:

    • (a) Liabilities that are expected to be settled within the normal operating cycle;

    • (b) Liabilities arising mainly from trading activities;

    • (c) Liabilities that are to be settled within 12 months from the balance sheet date;

    • (d) Liabilities for which the repayment date cannot be extended unconditionally to more than twelve months after the balance sheet date. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

~153~

(6) Cash equivalents

  • A. Cash equivalents refer to short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

  • B. Time deposits and repurchase bonds that meet the definition above and are held for the purpose of meeting short-term cash commitments in operations are classified as cash equivalents.

  • (7) Financial assets at fair value through profit or loss

  • A. Financial assets at fair value through profit or loss are financial assets that are not measured at amortised cost or fair value through other comprehensive income.

  • B. On a regular way purchase or sale basis, financial assets at fair value through profit or loss are recognised and derecognised using trade date accounting.

  • C. At initial recognition, the Group measures the financial assets at fair value and recognises the transaction costs in profit or loss. The Group subsequently measures the financial assets at fair value, and recognises the gain or loss in profit or loss.

  • D. The Group recognises the dividend income when the right to receive payment is established, future economic benefits associated with the dividend will flow to the Group and the amount of the dividend can be measured reliably.

(8) Financial assets at amortised cost

  • A. Financial assets at amortised cost are those that meet all of the following criteria:

    • (a) The objective of the Group’s business model is achieved by collecting contractual cash flows.

    • (b) The assets’ contractual cash flows represent solely payments of principal and interest.

  • B. The Group’s time deposits which do not fall under cash equivalents are those with a short maturity period and are measured at initial investment amount as the effect of discounting is immaterial.

  • (9) Financial assets at fair value through other comprehensive income

  • A. Financial assets at fair value through other comprehensive income comprise equity securities which are not held for trading, and for which the Group has made an irrevocable election at initial recognition to recognise changes in fair value in other comprehensive income.

  • B. On a regular way purchase or sale basis, financial assets at fair value through other comprehensive income are recognised and derecognised using trade date accounting.

  • C. At initial recognition, the Group measures the financial assets at fair value plus transaction costs. The Group subsequently measures the financial assets at fair value:

    • The changes in fair value of equity investments that were recognised in other comprehensive income are reclassified to retained earnings and are not reclassified to profit or loss following the derecognition of the investment. Dividends are recognised as revenue when the right to receive payment is established, future economic benefits associated with the dividend will flow to the Group and the amount of the dividend can be measured reliably.

(10) Accounts and notes receivable

  • A. Accounts and notes receivable entitle the Group a legal right to receive consideration in exchange for transferred goods or rendered services.
~154~
  • B. The short-term accounts and notes receivable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.

(11) Inventories

  • Inventories are stated at the lower of cost and net realisable value. Cost is determined using the weighted-average method. The cost of finished goods and work in process comprises raw materials, direct labour, other direct costs and related production overheads (allocated based on normal operating capacity). It excludes borrowing costs. The item by item approach is used in applying the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated cost of completion and applicable variable selling expenses. If the cost exceeds net realisable value, valuation loss is accrued and recognised in operating costs. If the net realisable value reverses, valuation is eliminated within credit balance and is recognised as deduction of operating costs.

(12) Impairment of financial assets

For financial assets at amortised cost, at each reporting date, the Group recognises the impairment provision for 12 months expected credit losses if there has not been a significant increase in credit risk since initial recognition or recognises the impairment provision for the lifetime expected credit losses (ECLs) if such credit risk has increased since initial recognition after taking into consideration all reasonable and verifiable information that includes forecasts. On the other hand, for accounts receivable that do not contain a significant financing component, the Group recognises the impairment provision for lifetime ECLs.

(13) Derecognition of financial assets

The Group derecognises a financial asset when the contractual rights to receive the cash flows from the financial asset expire.

(14) Leasing arrangements (lessor) operating leases

Lease income from an operating lease (net of any incentives given to lessee) is recognised in profit or loss on straight-line basis over the lease term.

(15) Investments accounted for under equity method / associates

  • A. Associates are all entities over which the Group has significant influence but not control. In general, it is presumed that the investor has significant influence, if an investor holds, directly or indirectly 20 percent or more of the voting power of the investee. Investments in associates are accounted for under the equity method and are initially recognised at cost.

  • B. The Group’s share of its associates’ post-acquisition profits or losses is recognised in profit or loss, and its share of post-acquisition movements in other comprehensive income is recognised in other comprehensive income. When the Group’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Group does not recognise further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate.

  • C. When changes in an associate’s equity do not arise from profit or loss or other comprehensive

~155~

income of the associate and such changes do not affect the Group’s ownership percentage of the associate, the Group recognises the Group’s share of change in equity of the associate in ‘capital surplus’ in proportion to its ownership.

  • D. Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interest in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been adjusted where necessary to ensure consistency with the policies adopted by the Group.

  • E. In the case that an associate issues new shares and the Group does not subscribe or acquire new shares proportionately, which results in a change in the Group’s ownership percentage of the associate but maintains significant influence on the associate, then ‘capital surplus’ and ‘investments accounted for under equity method’ shall be adjusted for the increase or decrease of its share of equity interest. If the above condition causes a decrease in the Group’s ownership percentage of the associate, in addition to the above adjustment, the amounts previously recognised in other comprehensive income in relation to the associate are reclassified to profit or loss proportionately on the same basis as would be required if the relevant assets or liabilities were disposed of.

  • F. When the Group disposes its investment in an associate and loses significant influence over this associate, the amounts previously recognised in other comprehensive income in relation to the associate, are reclassified to profit or loss, on the same basis as would be required if the relevant assets or liabilities were disposed of. If it retains significant influence over this associate, the amounts previously recognised in other comprehensive income in relation to the associate are reclassified to profit or loss proportionately in accordance with the aforementioned approach.

  • G. When the Group disposes its investment in an associate and loses significant influence over this associate, the amounts previously recognised as capital surplus in relation to the associate are transferred to profit or loss. If it retains significant influence over this associate, the amounts previously recognised as capital surplus in relation to the associate are transferred to profit or loss proportionately.

(16) Property, plant and equipment

  • A. Property, plant and equipment are initially recorded at cost. Borrowing costs incurred during the construction period are capitalised.

  • B. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.

  • C. Land is not depreciated. Other property, plant and equipment apply cost model and are depreciated using the straight-line method to allocate their cost over their estimated useful lives.

~156~

Each part of an item of property, plant, and equipment with a cost that is significant in relation to the total cost of the item must be depreciated separately.

  • D. The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each financial year-end. If expectations for the assets’ residual values and useful lives differ from previous estimates or the patterns of consumption of the assets’ future economic benefits embodied in the assets have changed significantly, any change is accounted for as a change in estimate under IAS 8, ‘Accounting Policies, Changes in Accounting Estimates and Errors’, from the date of the change. The estimated useful lives of property, plant and equipment are as follows:

==> picture [364 x 13] intentionally omitted <==

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

Assets Useful Life
----- End of picture text -----

Assets
Us
eful Life
Buildings (including auxiliary equipment) 2 60 years
Machinery and equipment 2 50 years
Utility equipment 3 20 years
Transportation equipment 2 15 years
Office equipment 2 9 years
Other equipment 2 35 years

(17) Leasing arrangements (lessee) right-of-use assets / lease liabilities

  • A. Leases are recognised as a right-of-use asset and a corresponding lease liability at the date at which the leased asset is available for use by the Group. For short-term leases or leases of low-value assets, lease payments are recognised as an expense on a straight-line basis over the lease term.

  • B. Lease liabilities include the net present value of the remaining lease payments at the commencement date, discounted using the incremental borrowing interest rate. Lease payments are comprised of fixed payments, less any lease incentive receivable. The Group subsequently measures the lease liability at amortised cost using the interest method and recognises interest expense over the lease term. The lease liability is remeasured and the amount of remeasurement is recognised as an adjustment to the right-of-use asset when there are changes in the lease term or lease payments and such changes do not arise from contract modifications.

  • C. At the commencement date, the right-of-use asset is stated at cost comprising the following: (a) The amount of the initial measurement of lease liability; and

  • (b) Any lease payments made at or before the commencement date.

  • The right-of-use asset is measured subsequently using the cost model and is depreciated from the commencement date to the earlier of the end of the asset’s useful life or the end of the lease term. When the lease liability is remeasured, the amount of remeasurement is recognised as an adjustment to the right-of-use asset.

  • D. For lease modifications that decrease the scope of the lease, the lessee shall decrease the carrying amount of the right-of-use asset and remeasure the lease liability to reflect the partial or full termination of the lease, and recognise the difference in profit or loss.

~157~

(18) Intangible assets

  • A. Goodwill

Goodwill arises in a business combination accounted for by applying the acquisition method.

  • B. Computer software

Computer software is stated at cost and amortised on a straight-line basis over its estimated useful life of 3 ~ 20 years.

  • C. Patents

Patents is stated at cost and amortised on a straight-line basis over its estimated useful life of 5 ~ 20 years.

  • D. Other intangible assets

  • Technical skill transfer fee, royalty paid for acquisition of techniques and distribution rights and trademarks are stated at cost, with exception of technical skill transfer fee, other intangible assets are amortised on a straight-line basis over its estimated useful life of 2 ~ 10 years. The technical skill transfer fee is regarded as having an indefinite useful life as it was assessed to generate continuous net cash inflow in the foreseeable future. Therefore it is not amortised, but is tested annually for impairment.

(19) Impairment of non-financial assets

  • A. The Group assesses at each balance sheet date the recoverable amounts of those assets where there is an indication that they are impaired. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell or value in use. Except for goodwill, when the circumstances or reasons for recognising impairment loss for an asset in prior years no longer exist or diminish, the impairment loss is reversed. The increased carrying amount due to reversal should not be more than what the depreciated or amortised historical cost would have been if the impairment had not been recognised.

  • B. The recoverable amounts of goodwill and intangible asset with uncertain useful life have not yet been available for use are evaluated periodically. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. Impairment loss of goodwill previously recognised in profit or loss shall not be reversed in the following years.

  • C. For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the cash-generating units, or groups of cash-generating units, that is/are expected to benefit from the synergies of the business combination. Each unit or group of units to which the goodwill is allocated represents the lowest level within the entity at which the goodwill is monitored for internal management purposes. Goodwill is monitored at the operating segment level.

(20) Borrowings

Borrowings comprise long-term and short-term bank borrowings. Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at

~158~

amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest method.

(21) Notes and accounts payable

  • A. Accounts payable are liabilities for purchases of raw materials, goods or services and notes payable are those resulting from operating and non-operating activities.

  • B. The short-term notes and accounts payable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.

(22) Derecognition of financial liabilities

A financial liability is derecognised when the obligation in the contract is discharged or cancelled or expires.

(23) Employee benefits

  • A. Short-term employee benefits

Short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in respect of service rendered by employees in a period and should be recognised as expenses in that period when the employees render service.

  • B. Pensions

  • (a) Defined contribution plan

For defined contribution plan, the contributions are recognised as pension expenses when they are due on an accrual basis. Prepaid contributions are recognised as an asset to the extent of a cash refund or a reduction in the future payments.

  • (b) Defined benefit plan

    • i. Net obligation under a defined benefit plan is defined as the present value of an amount of pension benefits that employees will receive on retirement for their services with the Group in current period or prior periods. The liability recognised in the balance sheet in respect of defined benefit pension plan is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets. The net defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The rate used to discount is determined by using interest rates of government bonds of a currency and term consistent with the currency and term of the employment benefit obligations.

    • ii. Remeasurements arising on defined benefit plans are recognised in other comprehensive income in the period in which they arise and are recorded as retained earnings.

  • C. Employees’ compensation and directors’ and supervisors’ remuneration

  • Employees’ remuneration and directors’ and supervisors’ remuneration are recognised as expenses and liability, provided that such recognition is required under legal or constructive obligation and those amounts can be reliably estimated. Any difference between the resolved amounts and the subsequently actual distributed amounts is accounted for as changes in estimates.

~159~

If employees’ compensation is distributed by shares, the Group calculates the number of shares based on the closing price at the previous day of the board meeting resolution.

  • (24) Income tax

  • A. The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or items recognised directly in equity, in which cases the tax is recognised in other comprehensive income or equity.

  • B. The current income tax expense is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company and its domestic subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in accordance with applicable tax regulations. It establishes provisions where appropriate based on the amounts expected to be paid to the tax authorities. An additional tax is levied on the unappropriated retained earnings and is recorded as income tax expense in the year the stockholders resolve to retain the earnings.

  • C. Deferred tax is recognised, using the balance sheet liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated balance sheet. However, the deferred tax is not accounted for if it arises from initial recognition of goodwill or of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax is determined using tax rates and laws that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.

  • D. Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. At each balance sheet date, unrecognised and recognised deferred tax assets are reassessed.

  • E. Current income tax assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. Deferred tax assets and liabilities are offset on the balance sheet when the entity has the legally enforceable right to offset current tax assets against current tax liabilities and they are levied by the same taxation authority on either the same entity or different entities that intend to settle on a net basis or realise the asset and settle the liability simultaneously.

  • F. A deferred tax asset shall be recognised for the carryforward of unused tax credits resulting from research and development expenditures, etc., to the extent that it is possible that future taxable profit will be available against which the unused tax credits can be utilised.

~160~

(25) Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds.

(26) Dividends

Cash dividends are recorded as liabilities in the Company’s financial statements in the period in which they are resolved by the Board of Directors. Stock dividends are recorded as stock dividends to be distributed in which they are resolved by the Company’s shareholders and are reclassified to ordinary shares on the effective date of new shares issuance.

(27) Revenue recognition

  • A. Sales of goods

  • (a) The Group manufactures and sells human pharmaceuticals and dietary supplements, etc. 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. Delivery occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred to the customer, and either the customer has accepted the products in accordance with the sales contract, or the Group has objective evidence that all criteria for acceptance have been satisfied.

  • (b) Goods are often sold with discounts and allowances based on the price spread given by the National Health Insurance. Revenue is recognised based on the price specified in the contract, net of the estimated sales discounts and allowances. Reversal of accounts receivable is recognised for expected sales discounts and allowances payable to customers in relation to sales made until the end of the reporting period. The terms of sales transactions are set individually with each clients and usually are made with cash payment in 2 months after billings, or to obtain cheques with a maturity of 4~6 months upon billings. As the time interval between the transfer of committed goods or service and the payment of customer does not exceed one year, the Group does not adjust the transaction price to reflect the time value of money.

  • (c) A receivable is recognised when the goods are delivered as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due.

~161~
  • B. Rendering of services

  • (a) The Group provides processing services. Revenue from providing services is recognised in the accounting period in which the services are rendered. For fixed price contracts, revenue is recognised based on the actual service provided to the end of the balance sheet date as a proportion of the total services to be provided.

  • (b) The Group’s estimate about revenue, costs and progress towards complete satisfaction of a performance obligation is subject to a revision whenever there is a change in circumstances. Any increase or decrease in revenue or costs due to an estimate revision is reflected in profit or loss during the period when the management become aware of the changes in circumstances.

  • C. Incremental costs of obtaining a contract

Given that the contractual period lasts less than one year, the Group recognises the incremental costs of obtaining a contract as an expense when incurred although the Group expects to recover those costs.

  • (28) Business combinations

  • A. The Group uses the acquisition method to account for business combinations. The consideration transferred for an acquisition is measured as the fair value of the assets transferred, liabilities incurred or assumed and equity instruments issued at the acquisition date, plus the fair value of any assets and liabilities resulting from a contingent consideration arrangement. All acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. For each business combination, the Group measures at the acquisition date components of non-controlling interests in the acquiree that are present ownership interests and entitle their holders to the proportionate share of the entity’s net assets in the event of liquidation at either fair value or the present ownership instruments’ proportionate share in the recognised amounts of the acquiree’s identifiable net assets. All other non-controlling interests should be measured at the acquisition-date fair value.

  • B. The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the fair value of any previous equity interest in the acquiree over the fair value of the identifiable assets acquired and the liabilities assumed is recorded as goodwill at the acquisition date. If the total of consideration transferred, non-controlling interest in the acquiree recognised and the fair value of previously held equity interest in the acquiree is less than the fair value of the identifiable assets acquired and the liabilities assumed, the difference is recognised directly in profit or loss on the acquisition date.

(29) Operating segments

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The Group’s chief operating decision maker is responsible for allocating resources and assessing performance of the operating segments.

~162~

5. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND KEY SOURCES OF ASSUMPTION UNCERTAINTY

The preparation of these consolidated financial statements requires management to make critical judgements in applying the Group’s accounting policies and make critical assumptions and estimates concerning future events. Assumptions and estimates may differ from the actual results and are continually evaluated and adjusted based on historical experience and other factors. Such assumptions and estimates have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, and the related information is addressed below:

(1) Critical judgements in applying the Group’s accounting policies

None.

(2) Critical accounting estimates and assumptions

  • A. Valuation of inventories

  • (a) As inventories are stated at the lower of cost and net realisable value, the Group must determine the net realisable value of inventories on balance sheet date using judgements and estimates. Due to the influence of different market demand and expiration date, etc., the Group evaluates the amounts of normal inventory consumption, obsolete inventories or inventories without market selling value on balance sheet date, and writes down the cost of inventories to the net realisable value. Such an evaluation of inventories is principally based on the demand for the products within the specified period in the future. Therefore, there might be material changes to the valuation.

  • (b) As of December 31, 2022, the carrying amount of inventories was $1,386,483.

  • B. Financial assets-fair value measurement of unlisted stocks without active market

  • (a) The fair value of unlisted stocks held by the Group that are not traded in an active market is determined considering those companies’ recent funding raising activities and technical development status, fair value assessment of other companies of the same type, market conditions and other economic indicators existing on balance sheet date. Any changes in these judgements and estimates will impact the fair value measurement of these unlisted stocks. Please refer to Note 12(3) for the financial instruments fair value information.

  • (b) As of December 31, 2022, the carrying amount of unlisted stocks without active market was $112,239.

~163~

6. DETAILS OF SIGNIFICANT ACCOUNTS

(1) Cash and cash equivalents

TAILS OF SIGNIFICANT ACCOUNTS
Cash and cash equivalents
Cash:
Revolving funds and petty cash
Checking accounts and demand deposits
Cash equivalents:
Time deposits
Repurchase bonds
December31,2022
8,138
$
639,458
647,596

878,984
732,801
1,611,785
2,259,381
$
December31,2021
8,354
$
1,052,089
1,060,443
600,794
903,158
1,503,952
2,564,395
$
  • A. The Group transacts with a variety of financial institutions all with high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote.

  • B. As of December 31, 2022 and 2021, the carrying amount of more than 3-month time deposits (listed as “Financial assets at amortised cost - current”) was $44,355 and $57,840, respectively.

  • C. As of December 31, 2022 and 2021, cash and cash equivalents amounting to $119,155 and $232,092, respectively, were pledged to others as collateral for short-term borrowings (listed as “Financial assets at amortised cost - current”). For the detailed information, refer to Note 8, ‘PLEDGED ASSETS’.

(2) Financial assets at fair value through profit or loss

December 31,2022 December 31,2021
Current items:
Financial assets mandatorily measured at fair
value through profit or loss
Beneficiary certificates $ 172,424
$ 131,424
Unlisted stocks 12,000 12,000
184,424 143,424
Valuation adjustment ( 8,276) ( 8,517)
$ 176,148 $ 134,907
Non-current items:
Financial assets mandatorily measured at fair
value through profit or loss
Emerging stocks $ 1,759
$ 1,759
Unlisted stocks 18,567 18,980
20,326 20,739
Valuation adjustment ( 4,745) ( 5,587)
$ 15,581
$ 15,152
~164~
  • A. The Group recognised net gain (listed as “Other gains and losses”) of $1,358 and $1,458 for the years ended December 31, 2022 and 2021, respectively.

  • B. The Group’s financial assets at fair value through profit or loss - non-current, Der Yang Biotechnology Venture Capital, conducted a capital reduction in September 2022. The Group has reversed 41 thousand shares at the initial investment price of $413 proportionately.

  • C. As of December 31, 2022 and 2021, the Group has no financial assets at fair value through profit or loss pledged to others.

  • D. Information relating to credit risk of financial assets at fair value through profit or loss is provided in Note 12(2), ‘Financial instruments’.

(3) Financial assets at fair value through other comprehensive income - non-current

December 31, 2022 December 31,2021
Equity instruments
Listed stocks $ 163,989
$ 120,704
Unlisted stocks 196,997 196,997
360,986 317,701
Valuation adjustment ( 109,454) ( 89,356)
$ 251,532 $ 228,345
  • A. The Group has elected to classify equity instruments that are considered to be strategic investments as financial assets at fair value through other comprehensive income. Without taking into account any collateral held or other credit enhancements, the maximum exposure to credit risk in respect of the amount that best represents the financial assets at fair value through other comprehensive income held by the Group was its book value.

  • B. The Group participated in cash capital increase of SYN-TECH CHEM. & PHARM. CO., LTD. referred herein as (“SYN-TECH”) by investing cash of $256,939 and obtained a total of 4,282 thousand shares on December 8, 2021, which resulted in the increase of consolidated shareholding from 12.60% to 20.14% and becoming SYN-TECH’s single largest corporate shareholder. Through comprehensive assessment and together with another major shareholder, the Group has the ability to direct SYN-TECH’s relevant activities and therefore, obtained substantial control over SYN-TECH from the date. Based on the aforementioned transaction, the Group transferred financial assets at fair value through other comprehensive income - non-current in the amount of $256,788 to the acquisition price, and reclassified unrealised gain amounting to $105,185 to retained earnings.

  • C. The Group disposed financial assets at fair value through other comprehensive income in the amount of $23,305 and $18,921 for the years ended December 31, 2022 and 2021, respectively. This resulted in cumulative gain on disposal amounting to $5,958 and $9,513, which was reclassified to retained earnings for the years ended December 31, 2022 and 2021, respectively.

  • D. The Group recognised ($14,140) and ($21,903) in other comprehensive income in relation to fair value change for the years ended December 31, 2022 and 2021, respectively.

~165~
  • E. The Group recognised dividend income of $9,787 and $20,635 in profit or loss (listed as “Other income”) in relation to the financial assets at fair value through other comprehensive income for the years ended December 31, 2022 and 2021, respectively, among which, dividends income amounted to $9,787 and $9,604 are in relation to the financial assets at fair value through other comprehensive income held at end of the years for the years ended December 31, 2022 and 2021, respectively.

  • F. As of December 31, 2022 and 2021, the Group has no financial assets at fair value through other comprehensive income pledged to others.

  • G. Information relating to credit risk of financial assets at fair value through other comprehensive income is provided in Note 12(2), ‘Financial instruments’.

(4) Notes and accounts receivable

Notes and accounts receivable
December 31, 2022 December 31,2021
Notes receivable $ 277,251
$ 277,786
Less: Allowance for uncollectible accounts ( 256)
( 360)
$ 276,995
$ 277,426
Accounts receivable $ 1,010,406
$ 887,381
Less: Allowance for uncollectible accounts ( 24,421)
( 6,558)
$ 985,985
$ 880,823
  • A. The ageing analysis of notes and accounts receivable is as follows:
Notes receivable:
Within the credit period
Overdue up to 90 days
Accounts receivable:
Within the credit period
Overdue up to 90 days
Overdue 91 to 180 days
Overdue 181 to 270 days
Overdue over 271 days
December31,2022
277,014
$
237
277,251
$
880,761
$
87,271
42,352
2
20
1,010,406
$
December31,2021
277,331
$
455
277,786
$
836,449
$
39,102
11,751
-
79
887,381
$

The above aging analysis was based on days overdue.

  • B. As of December 31, 2022 and 2021, notes and accounts receivable were all from contracts with customers. As of January 1, 2021, the balance of receivables from contracts with customers amounted to $948,828.

  • C. Without taking into account any collateral held or other credit enhancements, the maximum exposure to credit risk in respect of the amount that best represents the Group’s notes and accounts receivable was its book value.

~166~
  • D. As of December 31, 2022 and 2021, the Group has no notes and accounts receivable pledged to others.

  • E. Information relating to credit risk of notes and accounts receivable is provided in Note 12(2), ‘Financial instruments’.

(5) Other receivables

‘Financial instruments’.
Other receivables
Claims receivable (Note 1) (Note 2)
Receivables from disposals of assets
Others
December31,2022
197,849
$
-
18,752
216,601
$
December31,2021
197,849
$
38,364
95,596
331,809
$
  • (Note 1) The Company was affected by the fire incident in the neighbouring subsidiary SYN-TECH CHEM. & PHARM. CO., LTD. (hereinafter referred to as “SYN-TECH”) on May 20, 2021, which resulted in the damage of certain property, plant and equipment, and inventories and therefore interrupting part of the operations. The Company had derecognised some damaged property, plant and equipment and inventories amounting to $61,693 and $4,608, respectively. The total loss as a result of the fire incident was $66,301 for the year ended December 31, 2021.

  • The Company had obtained property insurance for its property, plant and equipment. The insurance company is currently handling the follow-up indemnity and claim procedures with the assistance of its commissioned third-party notaries. The Company has inspected some purchasing contract of the assets and after consideration of Consumer Price Index, calculated the replacement cost that could be covered by the insurance based on external information. The Company recognised indemnity income at $66,301 limited to the loss of each property for the year ended December 31, 2021. For the year ended December 31, 2022, since the insurance company had checked part of the damaged property, the Company received insurance claim of $4,608, with the remaining of $61,693 awaiting further settlement of the insurance company.

  • (Note 2) The subsidiary, SYN-TECH suffered from a fire incident on May 20, 2021, which resulted in the damage of certain property, plant and equipment and inventories and therefore interrupting part of the operations. SYN-TECH had disposed some damaged property, plant and equipment and inventories amounting to $130,434 and $40,757, respectively. The total loss of the fire incident was $171,191 for the year ended December 31, 2021.

  • SYN-TECH had obtained property insurance for its property, plant and equipment. Currently, the insurance company is handling the follow-up indemnity and claim procedures with the assistance of its commissioned third-party notaries. SYN-TECH has inspected some purchasing contract of the assets and after consideration of Consumer Price Index, calculated the replacement cost that could be covered by the insurance based on the document made by a third-party notary through on-site investigation and accessible

~167~

information. SYN-TECH recognized indemnity income at $171,191 limited to the loss of each property for the year ended December 31, 2021. For the year ended December 31, 2022, since the insurance company had checked part of the damaged property, SYN-TECH received insurance claim of $35,035, with the remaining of $136,156 awaiting further settlement from the insurance company.

(6) Inventories

Inventories
Merchandise
Raw materials
Supplies
Work in process
Finished goods
Merchandise
Raw materials
Supplies
Work in process
Finished goods
Allowance for
Cost
valuation loss
113,420
$
2,801)
($
507,066
16,548)
(
92,880
7,881)
(
238,759

1,883)
(
496,721
33,250)
(
1,448,846
$
62,363)
($
December31,2022
December31,2021
Bookvalue
110,619
$
490,518
84,999

236,876

463,471
1,386,483
$
Allowance for
Cost
valuation loss
103,716
$
2,573)
($
450,407
23,004)
(
78,489
7,431)
(
159,739
3,206)
(
480,510
19,119)
(
1,272,861
$
55,333)
($
Book value
101,143
$
427,403
71,058
156,533
461,391
1,217,528
$

The cost of inventories recognised as expenses for the year:

Cost of goods sold
Loss on scrapped inventories
Loss on decline in market value
Underapplied fixed manufacturing overhead
Gain on physical inventory
(
Fire losses (listed as “Other gains and losses”)
(Note)
2022
2021
3,325,065
$
2,489,380
$
20,800
14,343
7,030
7,658
6,278
13,702
774)

680)
(
3,358,399
$
2,524,403
$
-
$
4,608
$
Forthe years endedDecember31,

(Note) Refer to Note 6(5), ‘Other receivables’.

(7) Non-current assets held for sale

A. Part of land, buildings and machinery of the subsidiary of the Company, Multipower Enterprise

~168~

Corp. (hereinafter referred to as Multipower”) have been reclassified as held for sale following the approval of Multipower’s Board of Directors on November 9, 2020, with the purpose of raising working capital and increasing the efficiency of capital utilisation. The aforementioned assets amounted to $165,110. Multipower signed a contract with the buyer (the associate of the Company, WE CAN MEDICINES CO., LTD.) in January 2021 at an agreed transaction price of $245,602. Except for machinery amounting to $53 that was not sold and eventually back to property, plant and equipment, the transfer of remaining non-current assets held for sale was completed in March 2021. In May 2021, the buyer had reached an agreement with Multipower to reduce sale price to $245,553 and transferring the unsold machinery and equipment amounting to $2 back to property, plant and equipment.

  • B. For the year ended December 31, 2021, the Group recoginsed gain of $80,498 (listed as "Other gains and losses") from the above transactions. However, since the counterparty of the transactions was the Group's associate, the unrealised gain was eliminated in proportion to the Group's shareholding in its associate and was recognised as deduction of "investments accounted for under equity method" and "share of profits and losses of investments accounted for under equity method", both in the amount of $24,545.

  • C. There was no such transaction in 2022.

(8) Investments accounted for under equity method

  • A. Movements of investments accounted for under equity method:
For theyears ended December31, For theyears ended December31, For theyears ended December31,
2022 2021
At January 1 $ 525,839
$ 250,693
Acquisition of investments accounted for under
equity method (Note) - 288,810
Disposal of investments accounted for under
equity method ( 9,156)
-
Share of profit or loss of investments accounted
for under equity method 61,366 ( 6,157)
Earnings distribution of investments accounted for
under equity method ( 12,000)
( 997)
Capital surplusDifferences between the price
for acquisition or disposal of associates
and carrying amount 3,538 -
Capital surplus-Changes in net equity of
investments accounted for under equity method 6,479 2,287
Retained EarningsActuarial income of
defined benefit plan 1,047 73
Other equity interestFinancial statements
translation differences of foreign operations 225 ( 2,661)
Effects on business combinations - ( 6,209)
At December 31 $ 577,338
$ 525,839
~169~
  • (Note) In January 2021, the Group participated in a private placement of common stock issued by GENEFERM BIOTECHNOLOGY CO., LTD. by investing $273,840. Restriction of rights and conditions for further transfer of these securities are specified in Article 43-8 of the Securities and Exchange Act.

  • B. Details of investments accounted for under equity method are as follows:

GENEFERM BIOTECHNOLOGY CO., LTD.
WE CAN MEDICINES CO., LTD.
Taiwan Biosim Co., Ltd.
December31,2022
309,854
$
235,502

31,982
577,338
$
December31,2021
289,865
$
205,362
30,612
525,839
$

C. Associates:

  • (a) The basic information of the associates that are material to the Group is as follows:
Companyname
WE CAN MEDICINES CO., LTD.
GENEFERM BIOTECHNOLOGY
CO., LTD.
Principal place
ofbusiness
2022
2021
Taiwan
32.89%
33.61%
Taiwan
28.94%
29.42%
Shareholding ratio
December 31,
Principal place
ofbusiness
2022
2021
Taiwan
32.89%
33.61%
Taiwan
28.94%
29.42%
Shareholding ratio
December 31,
2021
33.61%
29.42%
  • (b) The summarised financial information of the associates that are material to the Group is as follows:

i. Balance sheets

  • (i) WE CAN MEDICINES CO., LTD.
s:
nce sheets
WE CAN MEDICINES CO., LTD.
December31,2022 December31,2021
Current assets $ 1,154,634
$ 994,918
Non-current assets 1,421,200 1,215,304
Current liabilities ( 900,340)
( 776,113)
Non-current liabilities ( 883,805)
( 749,573)
Total net assets $ 791,689
$ 684,536
Share in associate's net assets $ 260,387
$ 230,073
Unrealised loss from transactions
with associates ( 24,885)
( 24,711)
Carrying amount of the associate $ 235,502
$ 205,362
~170~

(ii) GENEFERM BIOTECHNOLOGY CO., LTD.

(ii) GENEFERM BIOTECHNOLOGY CO., LTD. (ii) GENEFERM BIOTECHNOLOGY CO., LTD.
ii. Statements of comprehensive income
(i) WE CAN MEDICINES CO., LTD.
December31,2022
December31,2021
Current assets
352,209
$
741,253
$
Non-current assets
836,299
573,683
Current liabilities
238,648)
(
429,236)
(
Non-current liabilities
119,088)
(
138,041)
(
Total net assets
830,772
$
747,659
$
Share in associate's net assets
240,425
$
219,961
$
Goodwill
70,651

70,651

Unrealised loss from transactions
with associate
1,222)
(
747)
(
Carrying amount of the associate
309,854
$
289,865
$
289,865
$
Statements of comprehensive income
(i) WE CAN MEDICINES CO., LTD.
Unrealised loss from transactions
with associate
1,222)
(
Carrying amount of the associate
309,854
$
1,222)
(
309,854
$
74
(
289,86
$
(ii) GENEFERM BIOTECHNOLOGY CO., LTD.
2022
Revenue
3,302,732
$
Net income for the year
100,054
$
Total comprehensive income for the year
103,045
$
For the years ended
For the years ended December 31,
2021
2,794,071
$
38,794
$
39,012
$
Revenue
Net income for the year
Total comprehensive income for the year
For the years ended December 31,
2022
631,340
$
93,454
$
94,221
$
2021
522,194
$
57,413
$
57,218
$
  • (c) As of December 31, 2022 and 2021, the carrying amount of the Group’s individually immaterial associates amounted to $31,982 and $30,612, respectively. The share in associates’ financial performance is as follows:
Net profit (loss) for the year
Total comprehensive income (loss) for the year
2022
2021
1,370
$
8,837)
($
1,370
$
8,837)
($
Forthe years endedDecember31,
  • (d) As of December 31, 2022 and 2021, the fair value of the Group's investment accounted for under equity method, GENEFERM BIOTECHNOLOGY CO., LTD., was $802,800 and $532,200, respectively.

  • (e) The subsidiary of the Company, SYNGEN BIOTECH CO., LTD, is GENEFERM’s single largest corporate shareholder. However, the Group does not hold more than 50 percent of voting rights during shareholders' meetings and has no agreement with other shareholders to negotiate or jointly make decisions, which indicates that the Group does not have the ability to

~171~

direct the relevant activities. Therefore, the Group concluded that it has no control or significant influence over GENEFERM.

  • D. For the years ended December 31, 2022 and 2021, the details of the Group’s equity transactions are provided in Note 7, Related party transactions”.

  • E. As of December 31, 2022 and 2021, the Group has no investments accounted for under the equity method pledged to others.

~172~

(9) Property, plant and equipment

AtJanuary1,2022
Cost
Accumulated depreciation
For the year ended
December31,2022
At January 1
Additions-cost
Transfers (Note 1)
-cost
-accumulated depreciation
Acquisition from business
combinations
Depreciation
Disposals-cost
Disposals-accumulated
depreciation
Net exchange differences
At December 31
At December31,2022
Cost
Accumulated depreciation
Construction in
progress and
Utility
Transportation
Office
Other
equipment to
Land
Buildings
Machinery
equipment
equipment
equipment
equipment
be inspected
Total
496,342
$
1,818,836
$
1,661,738
$
250,123
$
24,689
$
41,396
$
759,754
$
171,353
$
5,224,231
$
-
769,944)
(
1,118,104)
(
180,079)
(
18,028)
(
31,924)
(
447,954)
(
-
2,566,033)
(
496,342
$
1,048,892
$
543,634
$
70,044
$
6,661
$
9,472
$
311,800
$
171,353
$
2,658,198
$
496,342
$
1,048,892
$
543,634
$
70,044
$
6,661
$
9,472
$
311,800
$
171,353
$
2,658,198
$
90
188,639
181,425
5,634
2,167
1,503
103,850
246,851
730,159
274,107
58,623
137,568
5,826
3,140)
(
612
64,989
33,051)
(
505,534
-
8,487
10,609
1,433
1,748
144
22,421)
(
-
-
-
-
-
-
-
-
18,982
-
18,982
-
52,428)
(
117,217)
(
12,264)
(
1,527)
(
2,320)
(
67,849)
(
-
253,605)
(
-
13,682)
(
26,168)
(
458)
(
442)
(
230)
(
29,461)
(
-
70,441)
(
-
13,078
24,965
458
442
229
28,917
-
68,089
-
1,445
177
-
1
4
38
-
1,665
770,539
$
1,253,054
$
754,993
$
70,673
$
5,910
$
9,414
$
408,845
$
385,153
$
3,658,581
$
770,539
$
2,054,723
$
1,955,216
$
261,126
$
23,302
$
42,528
$
914,290
$
385,153
$
6,406,877
$
-
801,669)
(
1,200,223)
(
190,453)
(
17,392)
(
33,114)
(
505,445)
(
-
2,748,296)
(
770,539
$
1,253,054
$
754,993
$
70,673
$
5,910
$
9,414
$
408,845
$
385,153
$
3,658,581
$
Total
~173~
AtJanuary1,2021
Cost
Accumulated depreciation
For the year ended
December31,2021
At January 1
Additions-cost
Transfers (Note 2)
-cost
-accumulated depreciation
Acquisition from business
combinations
Depreciation
Fire loss-cost (Note 3)
Transfer-accumulated
depreciation
(Note 3)
Disposals-cost
Disposals-accumulated
depreciation
Net exchange differences
At December 31
At December31,2021
Cost
Accumulated depreciation
Construction in
progress and
Utility
Transportation
Office
Other
equipment to
Land
Buildings
Machinery
equipment
equipment
equipment
equipment
be inspected
Total
420,370
$
1,671,082
$
1,376,498
$
218,392
$
22,541
$
34,887
$
516,181
$
86,338
$
4,346,289
$
-
719,855)
(
941,778)
(
167,903)
(
16,591)
(
31,414)
(
343,541)
(
-
2,221,082)
(
420,370
$
951,227
$
434,720
$
50,489
$
5,950
$
3,473
$
172,640
$
86,338
$
2,125,207
$
420,370
$
951,227
$
434,720
$
50,489
$
5,950
$
3,473
$
172,640
$
86,338
$
2,125,207
$
-
7,101
35,089
1,520
1,783
5,169
37,265
81,315
169,242
-
1,796
42,123
551
375
2,935
9,357
1,384)
(
55,753
-
-
607)
(
-
-
20)
(
291
-
336)
(
75,972
145,086
166,256
28,389
-
-
130,476
5,084
551,263
-
40,980)
(
89,453)
(
8,433)
(
1,446)
(
2,036)
(
37,309)
(
-
179,657)
(
-
39,274)
(
71,743)
(
3,762)
(
-
1,808)
(
2,210)
(
-
118,797)
(
-
24,460
27,819
1,486
-
1,808
1,531
-
57,104
-
-
4,007)
(
3,411)
(
-
532)
(
4,507)
(
-
12,457)
(
-
-
3,512
3,215
-
485
4,311
-
11,523
-
524)
(
75)
(
-
1)
(
2)
(
45)
(
-
647)
(
496,342
$
1,048,892
$
543,634
$
70,044
$
6,661
$
9,472
$
311,800
$
171,353
$
2,658,198
$
496,342
$
1,818,836
$
1,661,738
$
250,123
$
24,689
$
41,396
$
759,754
$
171,353
$
5,224,231
$
-
769,944)
(
1,118,104)
(
180,079)
(
18,028)
(
31,924)
(
447,954)
(
-
2,566,033)
(
496,342
$
1,048,892
$
543,634
$
70,044
$
6,661
$
9,472
$
311,800
$
171,353
$
2,658,198
$
~174~
  • (Note 1) Including transfer of $11,644 from ‘Inventories’; transfer of $494,268 from ‘Prepayment for equipment’ and transfer of $378 to expenses.

  • (Note 2) Including transfer of $6,603 from ‘Inventories’; transfer of $49,722 from ‘Prepayment for equipment’; transfer of $55 from ‘Non-current assets held for sale, net’ and transfer of $963 to expenses.

(Note 3) Refer to Note 6(5), ‘Other receivables’.

  • A. As of December 31, 2022 and 2021, the carrying amount of land, buildings and other equipment held for operating leases are as follows:
held for operating leases are as follows:
Land
Buildings
Other equipment
December 31, 2022
5,264
$
11,009
$
2,313
$
December 31, 2021
5,264
$
11,399
$
3,057
$
  • B. In order to meet the operating needs, the Board of Directors of the Company’s subsidiary, Syngen Biotech Co., Ltd., has resolved to acquire the land, plants and related equipments located in Douliu City, Yunlin County, which are sold at a court auction. On May 26, 2022, Syngen Biotech Co., Ltd. was awarded the bid for a total consideration amounting to $516,689 and all the consideration have been paid.

  • C. Amount of borrowing costs capitalised as part of property, plant and equipment and the interest rates for such capitalisation for the years ended December 31, 2022 and 2021 are as follows:

Capitalised interest payments
Interest rate
2022
2021
2,523
$
369
$
0.73%~1.35%
0.70%~0.77%
Forthe years endedDecember31,
2022
2021
2,523
$
369
$
0.73%~1.35%
0.70%~0.77%
Forthe years endedDecember31,
369
$
0.70%~0.77%
  • D. Information about the property, plant and equipment that were acquired through business combinations for the years ended December 31, 2022 and 2021 is provided in Note 6(32), ‘Business combinations’.

  • E. Information about the property, plant and equipment that were pledged to others as collateral as of December 31, 2022 and 2021 is provided in Note 8, ‘PLEDGED ASSETS’.

  • (10) Leasing arrangements lessee

  • A. The Group leases various assets including land, buildings and transportation equipments. Rental contracts are typically made for periods of 2 ~ 50 years. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose covenants, but leased assets may not be used as security for borrowing purposes.

~175~
  • B. The carrying amount of right-of-use assets and the depreciation are as follows:
Land
Buildings
Transportation equipment
Land
Buildings
Transportation equipment
December31,2022
December31,2021
Carryingamount
Carryingamount
262,646
$
266,183
$
22,121
22,013
8,933
8,951
293,700
$
297,147
$
2022
2021
Depreciation
Depreciation
15,895
$
12,979
$
7,757
7,315

881

807
24,533
$
21,101
$
Forthe years endedDecember31,
December31,2021
Carryingamount
266,183
$
22,013
8,951
297,147
$
Depreciation
12,979
$
7,315

807
21,101
$
  • C. The additions to right-of-use assets were $20,256 and $6,481 for the years ended December 31, 2022 and 2021, respectively. The amount of right-of-use assets due to business combinations was $48,404 for the year ended December 31, 2021.

  • D. The information on profit and loss accounts relating to lease contracts is as follows:

For the years ended December 31, For the years ended December 31, For the years ended December 31,
2022 2021
Items affecting profit or loss
Interest expense on lease liabilities $ 3,270
$ 2,729
Expense on short-term lease contract 6,890
2,353
Expense on leases of low-value assets 747 476
Gain from lease modification ( 8)
-
  • E. The Group’s total cash outflow for leases were $33,352 and $24,040 for the years ended December 31, 2022 and 2021, respectively.
~176~

(11) Intangible assets

Intangible assets
Goodwill Software Patents Others Total
At January1,2022
Cost $ 162,485
$ 37,858
$ 63,998
$ 84,058
$ 348,399
Accumulated amortisation ( 248)
( 31,698)
( 15,087)
( 62,217)
( 109,250)
Accumulated impairment - - - ( 15,734)
( 15,734)
Net exchange differences - ( 16) 219 - 203
$ 162,237
$ 6,144
$ 49,130
$ 6,107
$ 223,618
For the year ended
December31,2022
At January 1 $ 162,237
$ 6,144
$ 49,130
$ 6,107
$ 223,618
Additions - acquired 4,009
separately - 4,009 - -
Additions - business 11,674 - - - 11,674
combinations
Amortisation - ( 3,399)
( 10,674)
( 243)
( 14,316)
Net exchange differences - 1 - - 1
At December 31 $ 173,911
$ 6,755
$ 38,456
$ 5,864
$ 224,986
AtDecember31,2022
Cost $ 174,159
$ 41,867
$ 63,998
$ 84,058
$ 364,082
Accumulated amortisation ( 248)
( 35,097)
( 25,761)
( 62,460)
( 123,566)
Accumulated impairment - - - ( 15,734)
( 15,734)
Net exchange differences - ( 15) 219 - 204
$ 173,911
$ 6,755
$ 38,456
$ 5,864
$ 224,986
~177~
Goodwill Software Patents Others Total
At January1,2021
Cost $ 70,513
$ 32,628
$ 18,107
$ 84,058
$ 205,306
Accumulated amortisation ( 248)
( 28,043)
( 13,591)
( 60,740)
( 102,622)
Accumulated impairment - - - ( 13,924)
( 13,924)
Net exchange differences - ( 16) 219 - 203
$ 70,265
$ 4,569
$ 4,735
$ 9,394
$ 88,963
For the year ended
December31,2021
At January 1 $ 70,265
$ 4,569
$ 4,735
$ 9,394
$ 88,963
Additions - acquired 4,808
separately - 4,808 - -
Additions - business 91,972 422 45,891 - 138,285
combinations
Amortisation - ( 3,655)
( 1,496)
( 1,477)
( 6,628)
Loss on impairment - - - ( 1,810)
( 1,810)
At December 31 $ 162,237
$ 6,144
$ 49,130
$ 6,107
$ 223,618
AtDecember31,2021
Cost $ 162,485
$ 37,858
$ 63,998
$ 84,058
$ 348,399
Accumulated amortisation ( 248)
( 31,698)
( 15,087)
( 62,217)
( 109,250)
Accumulated impairment - - - ( 15,734)
( 15,734)
Net exchange differences - ( 16) 219 - 203
$ 162,237
$ 6,144
$ 49,130
$ 6,107
$ 223,618
  • A. No borrowing costs were capitalised as part of intangible assets for the years ended December 31, 2022 and 2021.

  • B. Details of amortisation on intangible assets are as follows:

Operating costs
Selling expenses
General and administrative expenses
Research and development expenses
For the years ended December 31,
2022
6,806
$
970
4,378
2,162
14,316
$
2021
2,842
$
979
2,401
406
6,628
$
  • C. The Group acquired intangible assets through business combinations for the years ended December 31, 2022 and 2021. For the detailed information, refer to Note 6(32), ‘Business combinations’.
~178~
  • D. The Group applied value in use method when calculating recoverable amount of goodwill and determined the recoverable amount to be greater than the carrying amount; thus, no impairment was identified. Goodwill distributed to cash generating unit according to operating segment is shown below:
shown below:
December 31, 2022 December31,2021
Multipower Enterprise Corp. 70,265
$
70,265
$
SYN-TECH CHEM. & PHARM. CO., Ltd. 91,972
$
91,972
$
Ho Yao Biopharm Co., Ltd. 11,674
$
-
$
  • E. Impairment information about the intangible assets is provided in Note 6(12), Impairment of non-financial assets”.

  • F. As of December 31, 2022 and 2021, the Company has no intangible assets pledged to others.

(12) Impairment of non-financial assets

  • A. Goodwill is tested annually for impairment. Goodwill is allocated to the Group’s cash-generating unit identified according to operating segment. The recoverable amount of all cash-generating units has been determined based on value-in-use calculations. These calculations use cash flow projections based on financial budgets approved by the cash-generating unit. Cash flow of financial budgets is prepared based on forecasts of growth of future annual revenue, profit and capital expenditure. Management determined budgeted gross margin based on past performance and its expectation of market development. The weighted average growth rates used are consistent with the forecasts included in industry reports. The discount rates used are pre-tax and reflect specific risks relating to the relevant operating segments.

  • B. The recoverable amount of all cash-generating units calculated using the value-in-use exceeded their carrying amount, so goodwill was not impaired for the years ended December 31, 2022 and 2021.

  • C. The Group wrote down the carrying amount of the assets based on the recoverable amount and recognised an impairment loss of $1,810 according to revaluation report from external expert. The key assumptions used for value-in-use calculations are as follows:

The key assumptions used for value-in-use calculations are as follows:
Royalty ratio
Growth rate
Discount rate
For the year ended
December31,2021
4.50%
1.52%
15.00%

There was no such transaction in 2022.

  • D. As of December 31, 2022 and 2021, the carrying amount of accumulated impairment of non-financial assets was $15,734 for both years.
~179~

(13) Short-term borrowings

==> picture [469 x 152] intentionally omitted <==

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

Type of borrowings December 31, 2022 Interest rate range Collateral
Unsecured bank borrowings $ 1,240,003 1.21%~2.33% None
Bank secured borrowings 110,000 1.45%~1.54% Time deposits
$ 1,350,003
Type of borrowings December 31, 2021 Interest rate range Collateral
Unsecured bank borrowings $ 787,989 0.57%~0.90% None
Time deposits, land
Bank secured borrowings 280,000 0.80%~1.15% and buildings
$ 1,067,989
----- End of picture text -----

Refer to Note 6(26), ‘Finance costs’, for more information regarding interest expenses recognised in profit or loss by the Group for the years ended December 31, 2022 and 2021.

(14) Short-term notes and bills payable

==> picture [469 x 49] intentionally omitted <==

  • A. The above commercial papers payable are issued and secured by China Bills Finance Corporation and other financial institutions.

  • B. Refer to Note 6(26), ‘Finance costs’, for more information regarding interest expenses recognised in profit or loss by the Group for the years ended December 31, 2022 and 2021.

(15) Other payables

Other payables
Accrued salaries and bonuses
Equipment payable
Others
December31,2022
253,546
$
31,125
230,881
515,552
$
December31,2021
141,953
$
19,922
292,568
454,443
$

In June 2022, to meet the capital expenditure requirements, the Company’s subsidiary, Syngen Biotech Co., Ltd., obtained a short-term financing amounting to $100,000 for a two-month period from its future joint ventures (non-related party) with annual interest rate of 1.28%. The principal and interests were all settled on July 28, 2022.

- (16) Long term borrowings

Long-term borrowings
Type of borrowings
Bank secured borrowings
Type of borrowings
Bank secured borrowings
Maturitydate
2026.1.15
Maturitydate
2026.1.15
December31,2022
182,000
$
December31,2021
50,000
$
Interest rate
1.52%
Interest rate
0.90%
Collateral
Constuction in progress
Collateral
Constuction in progress
Note
(Note)
Note
(Note)

(Note) The principal has a grace period of 18~35 months. After the grace period expires, the principal and interest are payable in 25 installments.

~180~

Refer to Note 6(26), ‘Finance costs’, for more information regarding interest expenses recognised in profit or loss by the Group for the years ended December 31, 2022 and 2021.

  • (17) Pensions

  • A. The Company and its domestic subsidiaries have a defined benefit pension plan in accordance with the Labour Standards Law, covering all regular employees’ service years prior to the enforcement of the Labour Pension Act on July 1, 2005 and service years thereafter of employees who chose to continue to be subject to the pension mechanism under the Law. Under the defined benefit pension plan, two units are accrued for each year of service for the first 15 years and one unit for each additional year thereafter, subject to a maximum of 45 units. Pension benefits are based on the number of units accrued and the average monthly salaries and wages of the last 6 months prior to retirement. The Company and its domestic subsidiaries contribute monthly an amount equal to 2%~5% of the employees’ monthly salaries and wages to the retirement fund deposited with Bank of Taiwan, the trustee, under the name of the independent retirement fund committee. Also, the Company and its domestic subsidiaries would assess the balance in the aforementioned labour pension reserve account by December 31, every year. If the account balances are insufficient to pay the pension calculated by the aforementioned method to the employees expected to qualify for retirement in the following year, the Company and its domestic subsidiaries will make contribution for the deficit by next March. In accordance with defined benefit pension plan, the Company and its domestic subsidiaries disclose the related information as follows:

    • (a) The amounts recognised in the balance sheet are as follows:
December 31,2022 December 31,2021
Present value of defined benefit obligations ($ 526,187)
($ 579,620)
Fair value of plan assets 403,637 391,648
($ 122,550) ($ 187,972)
Net defined benefit liability in the balance
sheet (Note 1) ($ 149,053)
($ 205,314)
Net defined benefit asset in the balance
sheet (Note 2) 26,503 17,342
($ 122,550) ($ 187,972)

(Note 1) Listed as ‘Net defined benefit liability-non-current’.

(Note 2) Listed as ‘Other non-current assets’.

~181~

(b) Movements in defined benefit liability are as follows:

Present value of Present value of
defined benefit Fair value of Net defined
obligation planassets benefitliability
For the year ended
December31,2022
At January 1 ($ 579,620)
$ 391,648
($ 187,972)
Current service cost ( 4,082)
- ( 4,082)
Interest (expense) income ( 3,993)
2,716 ( 1,277)
Effects of pension plan
curtailment 725 - 725
Effects of pension plan
settlement 5,172 ( 362) 4,810
( 581,798) 394,002 ( 187,796)
Remeasurements:
Return on plan assets (excluding
amounts included in interest
income or expense) - 30,344 30,344
Change in financial assumptions 28,243
- 28,243
Experience adjustments ( 20,929)
-
( 20,929)
7,314 30,344 37,658
Pension fund contribution -
19,933 19,933
Paid pension 48,297 ( 40,642) 7,655
At December 31 ($ 526,187)
$ 403,637
($ 122,550)
~182~
Present value of Present value of
defined benefit Fair value of Net defined
obligation planassets benefitliability
For the year ended
December31,2021
At January 1 ($ 536,100)
$ 322,160
($ 213,940)
Current service cost ( 4,227)
- ( 4,227)
Interest (expense) income ( 1,597)
985 ( 612)
Effects of pension plan
curtailment 811 - 811
( 541,113) 323,145 ( 217,968)
Remeasurements:
Return on plan assets (excluding
amounts included in interest
income or expense) - 5,513 5,513
Change in demographic
assumptions ( 1,219)
- ( 1,219)
Change in financial assumptions 3,076 - 3,076
Experience adjustments 12,287 -
12,287
14,144 5,513 19,657
Pension fund contribution - 18,466 18,466
Paid pension 16,916 ( 16,581)
335
Effects of business combinations ( 69,567)
61,105 ( 8,462)
At December 31 ($ 579,620)
$ 391,648
($ 187,972)

(c) The Bank of Taiwan was commissioned to manage the Fund of the Company’s and its domestic subsidiaries’ defined benefit pension plan in accordance with the Fund’s annual investment and utilisation plan and the “Regulations for Revenues, Expenditures, Safeguard and Utilisation of the Labour Retirement Fund” (Article 6: The scope of utilisation for the Fund includes deposit in domestic or foreign financial institutions, investment in domestic or foreign listed, over-the-counter, or private placement equity securities, investment in domestic or foreign real estate securitisation products, etc.). With regard to the utilisation of the Fund, its minimum earnings in the annual distributions on the final financial statements shall be no less than the earnings attainable from the amounts accrued from two-year time deposits with the interest rates offered by local banks. If the earnings is less than aforementioned rates, government shall make payment for the deficit after being authorised by the Regulator. The Company and its domestic subsidiaries have no right to participate in managing and operating that fund and hence the Company and its domestic subsidiaries are unable to disclose the classification of plan asset fair value in accordance with IAS 19 paragraph 142. The fair value of plan assets as of December 31, 2022 and 2021 is given in the Annual Labour Retirement

~183~

Fund Utilisation Report announced by the government.

(d) The principal actuarial assumptions used were as follows:

For the years ended December 31, For the years ended December 31,
2022 2021
Discount rate 1.25% 0.70%
Future salary increases 2.00%~3.00% 2.00%~3.00%

For the years ended December 31, 2022 and 2021, assumptions regarding future mortality rate are both set based on the 6th Taiwan Standard Ordinary Experience Mortality Table.

Because the main actuarial assumption changed, the present value of defined benefit obligation is affected. The analysis was as follows:

Discount rate Future salary increases Increase 0.25% Decrease 0.25% Increase 0.25% Decrease 0.25%

December 31, 2022

Effect on present value of defined benefit obligation ($ 11,194) $ 10,833 $ 11,375 ($ 12,969) December 31, 2021

Effect on present value of defined benefit obligation ($ 13,411) $ 13,874 $ 13,567 ($ 13,188)

The sensitivity analysis above is based on one assumption which changed while the other conditions remain unchanged. In practice, more than one assumption may change all at once. The method of analysing sensitivity and the method of calculating net pension liability in the balance sheet are the same.

The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the previous period.

  • (e) Expected contributions to the defined benefit pension plan of the Group for the year ended December 31, 2023 amount to $10,672.

  • (f) As of December 31, 2022, the weighted average duration of that retirement plan is 7~11 years. The analysis of timing of the future pension payment was as follows:

The analysis of timing of the future pension payment was as follows:
Within 1 year
2-5 years
Over 5 years
29,425
$
110,606
445,321
585,352
$
  • B. Effective July 1, 2005, the Company and its domestic subsidiaries have established a defined contribution pension plan (the “New Plan”) under the Labour Pension Act (the “Act”), covering all regular employees with R.O.C. nationality. Under the New Plan, the Company and its domestic subsidiaries contribute monthly an amount based on 6% of the employees’ monthly
~184~

salaries and wages to the employees’ individual pension accounts at the Bureau of Labour Insurance. The benefits accrued are paid monthly or in lump sum upon termination of employment. The Group’s subsidiaries, Jiangsu Standard Biotech Pharmaceutical Co., Ltd. and Jiangsu Standard-Dia Biopharma Co., Ltd., in Mainland China are subject to the government sponsored defined contribution plan. Monthly contributions to an independent fund administered by the government in accordance with the pension regulations in the People’s Republic of China (PRC) are based on a certain percentage of employees’ monthly salaries and wages. For the years ended December 31, 2022 and 2021, the contribution rates are from 19% to 30%. Other than the monthly contributions, the Group has no further obligations. The pension costs under the defined contribution pension plans of the Group for the years ended December 31, 2022 and 2021 were $49,075 and $40,965, respectively.

(18) Share capital – common stock

  • A. Movements in the number of the Company’s ordinary shares outstanding are as follows (in thousands of shares):
thousands of shares):
Beginning and ending balance For the years ended December 31,
2022
178,696
2021
178,696
  • B. As of December 31, 2022, the Company’s authorised capital was $2,000,000, and the paid-in capital was $1,786,961, consisting of 178,696 thousand shares of ordinary share, with a par value of $10 (in dollars) per share. Shares can be issued several times. All proceeds from shares issued have been collected.

(19) Capital surplus

  • A. Pursuant to the R.O.C. Company Act, capital surplus arising from paid-in capital in excess of par value on issuance of common stocks and donations can be used to cover accumulated deficit or to issue new stocks or cash to shareholders in proportion to their share ownership, provided that the Company has no accumulated deficit. Further, the R.O.C. Securities and Exchange Act requires that the amount of capital surplus to be capitalised mentioned above should not exceed 10% of the paid-in capital each year. Capital surplus should not be used to cover accumulated deficit unless the legal reserve is insufficient.

  • B. The Company implements its work-division and resource integration, to enhance competitiveness and business performance through spin-off of its synthesis department to the subsidiary - SYN-TECH CHEM. & PHARM. CO., LTD. (SYN-TECH) after the resolution by the Board of Directors on March 16, 2021. The Company received 4,532 thousand shares issued from the capital increase of SYN-TECH with total value of $341,000 as the consideration. The transaction pertains to the reorganisation within the Group. As the difference between the net asset value of the synthesis department and net equity value was $8,735, an increase in capital surplus was recognised. The abovementioned transaction had been completed on July 1, 2022.

  • C. For the year ended December 31, 2022, the associate of the Company, WE CAN MEDICINES

~185~

CO., LTD., converted employee stock options, resulting to an increase in the equity attributable to owners of parent by $1,351 and is recorded under capital surplus. There was no such transaction for the year ended December 31, 2021.

  • D. For the years ended December 31, 2022 and 2021, the investment accounted for under equity method of the Company’s subsidiary, Syngen Biotech Co., Ltd., Geneferm Biotechnology Co., Ltd. exercised employee stock options, resulting in an increase in the equity interest to Syngen Biotech Co., Ltd., amounting to $5,128 and $2,287, respectively.

  • E. For the years ended December 31, 2022 and 2021, pursuant to the Business Letter No. 10602420200 issued by the Ministry of Economic Affairs, the subsidiary of the Company, Syngen Biotech Co., Ltd., and the Company reclassified dividends payable of $223 and $48, respectively, which was expired and not collected by the shareholders, to capital surplus.

  • F. Refer to Note 6(31), ‘Transactions with non-controlling interest’, for more information regarding changes of capital surplus due to transactions with non-controlling interest.

  • (20) Retained earnings

  • A. Within the limit, except for covering accumulated deficit or issuing new stocks or cash to shareholders in proportion to their share ownership, the legal reserve shall not be used for any other purpose. The use of legal reserve for the issuance of stocks or cash to shareholders in proportion to their share ownership is permitted, provided that the distribution of the reserve is limited to the portion in excess of 25% of the Company’s paid-in capital.

  • B. Under the Company’s Articles of Incorporation, as the Company operates in a volatile business environment and is in the stable growth stage, the Board of Directors takes into consideration the Company’s future capital needs, long-term financial planning and shareholders’ needs for cash inflow. The Company’s earnings, if any, are distributed in the following order:

    • (a) Pay all taxes.

    • (b) Cover accumulated deficit.

    • (c) Appropriate 10% as legal reserve, until such legal reserve amounts to the total paid-in capital.

    • (d) Appropriate or reverse special reserve in accordance with regulations.

    • (e) At least 10% of the remainder and previous unappropriated retained earnings as stockholders’ bonus and cash dividends shall account for at least 20% of total dividends distributed. If the cash dividend is below $0.5 (in dollars) per share, the Company can distribute stock dividends instead of cash dividends upon resolution of the shareholders.

    • When the shareholders bonus is distributed in stock dividend, it shall be allocated according to the resolutions of the shareholders during their meeting. The Company authorised 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.

  • C. In accordance with the regulations, the Company shall set aside special reserve from the debit

~186~

balance on other equity items at the balance sheet date before distributing earnings. When debit balance on other equity items is reversed subsequently, the reversed amount could be included in the distributable earnings. The Company’s debit balance on other equity items as of December 31, 2021 was $110,329, which has been set aside as special reserve in accordance with the regulations and shall not be distributed as dividends.

  • D. As resolved by the Board of Directors on May 4, 2021 and March 15, 2022, the Company recognised cash dividends distributed to owners amounting to $321,653 ($1.8 (in dollars) per share) and $446,740 ($2.5 (in dollars) per share) for the appropriations of 2020 and 2021 earnings, respectively. On March 14, 2023, the Board of Directors resolved for the distribution of dividends from 2022 earnings of $446,740 ($2.5 (in dollars) per share). Information about the distribution of dividends by the Company as proposed by the Board of Directors will be posted in the “Market Observation Post System” at the website of the Taiwan Stock Exchange.

  • (21) Other equity

Other equity
At January 1
Currency translation differences
- Company
Valuation adjustment
- Company
- Subsidiaries
Valuation adjustment transferred to
retained earnings
- Company
At December 31
For theyear ended December 31,2022
Currency
translation
Unrealised gain
on valuation of
financialassets
Total
89,355)
($
110,329)
($
-
14,492
14,235)
(
14,235)
(
95
95
5,958)
(
5,958)
(
109,453)
($
115,935)
($
20,974)
($
14,492

-
-

-
6,482)
($
~187~
For theyear ended December For theyear ended December For theyear ended December 31, 2021
Unrealised gain
Currency on valuation of
translation financialassets Total
At January 1 ($ 16,788)
$ 46,093
$ 29,305
Currency translation differences
- Company ( 4,186)
-
( 4,186)
Valuation adjustment
- Company - ( 14,673)
( 14,673)
- Subsidiaries -
( 6,417)
( 6,417)
Valuation adjustment transferred to
retained earnings
- Company - ( 111,739)
( 111,739)
- Subsidiaries - ( 2,619)
( 2,619)
At December 31 ($ 20,974)
($ 89,355) ($ 110,329)

(22) Operating revenue

A. The Group derives revenue from the transfer of goods at a point in time and of services over time in the following major product categories and geographical regions:

Revenue from sales of medicine
Revenue from sales of dietary
supplement
Revenue from rendering of
services
Others
Forthe yearendedDecember31,2022 Forthe yearendedDecember31,2022 Forthe yearendedDecember31,2022
Domestic
2,180,743
$
1,788,110
2,466
637,521
4,608,840
$
International
346,505
$
145,452
-
750,571
1,242,528
$
Total
2,527,248
$
1,933,562
2,466
1,388,092
5,851,368
$
Revenue from sales of medicine
Revenue from sales of dietary
supplement
Revenue from rendering of
services
Others
For the year ended December 31, 2021 For the year ended December 31, 2021 For the year ended December 31, 2021
Domestic
1,995,862
$
1,430,808
12,049
277,666
3,716,385
$
International
529,263
$
144,750
-
213,684
887,697
$
Total
2,525,125
$
1,575,558
12,049
491,350
4,604,082
$
~188~

B. The Group has recognised the following revenue-related contract liabilities:

December31,2022
December31,2021
Contract liabilities – sales of
medicine
35,430
$
40,569
$
Contract liabilities – sales of
dietary supplement
22,853

26,197

Contract liabilities – others
25,714

12,349

83,997
$
79,115
$
January1,2021
93,239
$
28,675
13,748
135,662
$

(a) On December 31, 2021, due to changes in nature of transactions, some of the Group’s contract liabilities amounting to $14,774 (listed as “Current refund liabilities”) are expected to be repaid gradually. The payment was settled in September 2022.

  • (b) Revenue recognised that was included in the contract liability balance at the beginning of the years ended December 31, 2022 and 2021 were $74,410 and $101,584, respectively.

(23) Interest income

(23) Interest income
(24) Other income
Interest income from bank deposits
Dividend income
Rental income
Fire insurance claim income (Note)
Research income
Royalty income
Technology transfer income
Government grants income
Other income
2022
2021
29,594
$
4,247
$
For theyears ended December31,
2022
2021
9,860
$
20,738
$
2,261
2,069
-
66,301
2,236
20,848
11,607
11,250
2,842
8,674
5,956
7,230
16,853
33,072
51,615
$
170,182
$
Forthe years endedDecember31,
20,738
$
2,069
66,301
20,848
11,250
8,674
7,230
33,072
170,182
$

(Note) Refer to Note 6(5), ‘Other receivables’.

~189~

(25) Other gains and losses

Other gains and losses
Forthe years endedDecember31,
2022 2021
Net gain on financial assets at fair value $ 1,358
$ 1,458
through profit or loss
Fire losses (Note) -
( 66,301)
Net gain on disposal of non-current assets
held for sale -
80,498
Net loss on disposal of property, plant and
equipment ( 1,632)
( 846)
Gain from lease modification 8 -
Net loss on disposal of other non-current assets ( 6,147)
( 5,872)
Net currency exchange gain (loss) 170,443 ( 25,595)
Impairment loss on non-financial assets - ( 1,810)
Other losses ( 6,318)
( 5,486)
$ 157,712 ($ 23,954)

(Note) Refer to Note 6(5), ‘Other receivables’.

(26) Finance costs

Note) Refer to Note 6(5), ‘Other receivables’.
Finance costs
Forthe years endedDecember 31,
2022 2021
Interest expense
Bank borrowings $ 18,028
$ 4,890
Lease liabilities 3,270 2,729
21,298 7,619
Less: Capitalisation of qualifying assets ( 2,523) ( 369)
$ 18,775
$ 7,250

(27) Expenses by nature

Expenses by nature
Less: Capitalisation of qualifying asse
ts
2,523)
(
(
18,775
$
$
ts
2,523)
(
(
18,775
$
$
369)

7,250
Employee benefit expenses
Depreciation
Amortisation
Forthe yearendedDecember Total
1,400,055
$
278,138
20,467
1,698,660
$
31,2022
Recognised in
operating costs

677,600
$
215,708
11,079
904,387
$
Recognised in
operating expenses
722,455
$
62,430
9,388
794,273
$
~190~

For the year ended December 31, 2021

Forthe yearendedDecember31,2021 Forthe yearendedDecember31,2021
(28) Employee benefit expenses
Employee benefit expenses
Depreciation
Amortisation
Wages and salaries
Labour and health insurance
expenses
Pension costs
Other personnel expenses
Wages and salaries
Labour and health insurance
expenses
Pension costs
Other personnel expenses

Recognised in
Recognised in
operating costs
operating expenses
Total
518,424
$
611,538
$
1,129,962
$
154,122
46,636
200,758
7,464
12,842
20,306
680,010
$
671,016
$
1,351,026
$
Recognised in
Recognised in
operating costs
operating expenses
Total
574,542
$
624,714
$
1,199,256
$
47,474
51,944
99,418
26,027
22,872
48,899
29,557
22,925
52,482
677,600
$
722,455
$
1,400,055
$
Recognised in
Recognised in
operating costs
operating expenses
Total
430,345
$
522,523
$
952,868
$
43,942
46,522
90,464
21,437
23,556
44,993
22,700
18,937

41,637
518,424
$
611,538
$
1,129,962
$
For theyear ended December31,2022
Forthe yearendedDecember31,2021
Recognised in
operating costs

430,345
$
43,942
21,437
22,700
518,424
$
Recognised in
operating expenses
522,523
$
46,522
23,556
18,937

611,538
$
  • A. In accordance with the Articles of Incorporation of the Company, a ratio of distributable profit of the current year (pre-tax profit before deducting employees’ compensation and directors’ and supervisors’ remuneration), after covering accumulated losses, shall be distributed as employees' compensation and directors’ and supervisors’ remuneration. The ratio shall be 1%~10% for employees’ compensation and shall not be higher than 3% for directors’ and supervisors’ remuneration. Employees’ compensation will be distributed in the form of shares or cash. Qualification requirements of employees, including the employees of subsidiaries of the company meeting certain specific requirements, are entitled to receive aforementioned stock or cash. The Company may, by a resolution adopted by a majority vote at a meeting of board of directors attended by two-thirds of the total number of directors, have the profit distributable as employees’ compensation distributed in the form of shares or in cash; and in addition thereto a report of such distribution shall be submitted to the shareholders during their meeting.

  • B. Employees’ compensation was accrued at $9,436 and $8,339 for the years ended December 31,

~191~

2022 and 2021, respectively; while directors’ and supervisors’ remuneration were both accrued at $3,000 for the years ended December 31, 2022 and 2021. The aforementioned amounts were recognised in salary expenses that were estimated and accrued based on the distributable net profit of current year calculated by the percentage prescribed under the Company’s Articles of Incorporation. As resolved by the Board of Directors on March 14, 2023, the employees’ compensation and directors’ and supervisors’ remuneration were $9,407 and $3,010, respectively, and the employees’ compensation will be distributed in the form of cash. The employees’ compensation and directors’ and supervisors’ remuneration for 2021 as resolved by the Board of Directors was $11,344, and the employees’ compensation will be distributed in the form of cash. The difference between the aforementioned amount and the amount of $11,339 recognised in the 2021 financial statements by $5, mainly caused by estimation differences, had been adjusted in the profit or loss for 2022. Information about employees’ compensation and directors’ and supervisors’ remuneration of the Company as resolved by the Board of Directors and shareholders will be posted in the “Market Observation Post System” at the website of the Taiwan Stock Exchange.

(29) Income tax

A. Income tax expense:

(a) Components of income tax expense:

wan Stock Exchange.
e tax
ome tax expense:
Components of income tax expense:
Forthe years endedDecember 31,
2022 2021
Current tax:
Current tax on profits for the year $ 264,244
$ 180,877
Tax on undistributed earnings 1,045 7,325
Over provision of prior year's
income tax ( 25,337)
( 10,460)
239,952 177,742
Deferred tax:
Origination and reversal of temporary
differences 6,361 ( 794)
Total income tax expense $ 246,313
$ 176,948
The income tax relating to components of other comprehensive income is as follows:
For theyears ended December 31,
2022 2021
Remeasurement of defined benefit obligation $ 7,532
$ 3,931

(b) The income tax relating to components of other comprehensive income is as follows:

~192~

B. Reconciliation between income tax expense and accounting profit:

Forthe years ended Forthe years ended December31,
2022 2021
Tax calculated based on profit before tax and
statutory tax rate $ 325,567
$ 233,709
Effect of amount not allowed to be recognised
under regulations ( 52,588)
( 39,110)
Effect from tax-exempt income -
( 14,576)
Effect from net operating loss carryfoward ( 2,374)
( 973)
Tax on undistributed earnings 1,045
7,325
Separate taxation - 1,033
Provision of prior year's income tax ( 25,337) ( 10,460)
Income tax expense $ 246,313 $ 176,948
~193~

C. Amounts of deferred tax assets or liabilities as a result of temporary differences, investment tax credit and loss carryforward are as follows:

For the yearended December31,2022 December31,2022 December31,2022 December31,2022 December31,2022
Recognised
in other
Recognised in comprehensive
January1 profit or loss income December31
Deferred tax assets
Temporary differences:
Bad debts $ 2,952
$ 2,707
$ -
$ 5,659
Unrealised loss on
inventories from
market value decline 11,067 1,404 - 12,471
Unrealised exchange loss 14,632 ( 14,632)
- -
Investment loss 39,516 7,388 - 46,904
Unrealised impairment loss
on intangible assets 3,147 - - 3,147
Unrealised sales returns and
allowance 3,112 3,077 - 6,189
Unused compensated
absences 7,505 19 - 7,524
Pensions 32,930 ( 5,525)
( 7,532)
19,873
Employee benefits 3 - - 3
Loss carryforward 26,581 22 - 26,603
141,445
$
($ 5,540)
($ 7,532)
$ 128,373
Deferred tax liabilities
Temporary differences:
Unrealised exchange gain $ -
($ 2,657)
$ -
($ 2,657)
Intangible assets identified
from business
combinations ( 9,179)
1,836 - ( 7,343)
Provision for land value
increment tax ( 74,666)
- - ( 74,666)
($ 83,845)
($ 821)
$ -
($ 84,666)
$ 57,600
($ 6,361)
($ 7,532)
$ 43,707
~194~
Forthe yearendedDecember Forthe yearendedDecember Forthe yearendedDecember Forthe yearendedDecember Forthe yearendedDecember 31,2021
Recognised
in other
Business Recognised in comprehensive
January1 combinations profit or loss income December31
Deferred tax assets
Temporary differences:
Bad debts $ 2,933
$ -
$ 19
$ -
$ 2,952
Unrealised loss on
inventories from
market value decline 6,804 2,731 1,532 - 11,067
Unrealised exchange loss 10,180 168 4,284 - 14,632
Investment loss 37,568 - 1,948 - 39,516
Unrealised impairment loss
on intangible assets 2,785 - 362 - 3,147
Unrealised sales returns and
allowance 4,166 - ( 1,054)
- 3,112
Unused compensated
absences 6,717 408 380 - 7,505
Pensions 36,883 3,023 ( 3,045)
( 3,931)
32,930
Unrealised loss on indemnity 2,376 - ( 2,376)
- -
Employee benefits 3 - - - 3
Investment tax credits
Deferred investment tax
credits 1,426 - ( 1,426)
- -
Loss carryforward 26,747 - ( 166) - 26,581
138,588
$
$ 6,330
$ 458
($ 3,931)
$ 141,445
Deferred tax liabilities
Temporary differences:
Gain on investment $ -
($ 336)
$ 336
$ -
$ -
Intangible assets identified
from business
combinations - ( 9,179)
- - ( 9,179)
Provision for land value
increment tax ( 61,992) ( 12,674) - - ( 74,666)
($ 61,992)
($ 22,189)
$ 336
$ -
($ 83,845)
$ 76,596
($ 15,859)
$ 794
($ 3,931)
$ 57,600
~195~
  • D. Expiration dates of loss carryforward and amounts of unrecognised deferred tax assets are as follows:

==> picture [450 x 138] intentionally omitted <==

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

December 31, 2022
Amount filed/ Unrecognised
Year incurred approved Unused amount deferred tax assets Usable until year
2013 ~ 2022 $ 313,619 $ 292,708 $ 159,692 2023 ~ 2032
December 31, 2021
Amount filed/ Unrecognised
Year incurred approved Unused amount deferred tax assets Usable until year
2012 ~ 2021 $ 307,492 $ 298,452 $ 165,546 2022 ~ 2031
----- End of picture text -----

  • E. The Company’s income tax returns through 2019 have been assessed and approved by the Tax Authority. The Company does not have any administrative remedy as of March 14, 2023.

  • (30) Earnings per share

Authority. The Company does not have any administrative remedy as of March 14, 2023.
Earnings per share
ve any administrative remedy as of March 14, 2023. ve any administrative remedy as of March 14, 2023. ve any administrative remedy as of March 14, 2023. ve any administrative remedy as of March 14, 2023.
Weighted average
number of ordinary
shares outstanding
Earnings per
Amount aftertax
(sharesinthousands)
share (indollars)
Basic earnings per share
Profit attributable to ordinary
shareholders of the parent
815,408
$
178,696
4.56
$
Diluted earnings per share
Profit attributable to ordinary
shareholders of the parent
815,408
$
178,696
Assumed conversion of all dilutive
potential ordinary shares
Employees’ compensation
-
189
Profit attributable to ordinary
shareholders of the parent
plus assumed conversion of all
dilutive potential ordinary shares
815,408
$
178,885
4.56
$
For theyear ended December31,2022
For theyear ended December31,2022
Weighted average
number of ordinary
shares outstanding
(sharesinthousands)

178,696
178,696
189
178,885
Earnings per
share (indollars)
4.56
$
4.56
$
~196~

==> picture [475 x 288] intentionally omitted <==

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

For the year ended December 31, 2021
Weighted average
number of ordinary
shares outstanding Earnings per
Amount after tax (shares in thousands) share (in dollars)
Basic earnings per share
Profit attributable to ordinary
shareholders of the parent $ 706,734 178,696 $ 3.95
Diluted earnings per share
Profit attributable to ordinary
shareholders of the parent $ 706,734 178,696
Assumed conversion of all dilutive
potential ordinary shares
-
Employees’ compensation 222
Profit attributable to ordinary
shareholders of the parent
plus assumed conversion of all
dilutive potential ordinary shares $ 706,734 178,918 $ 3.95
----- End of picture text -----

(31) Transactions with non-controlling interest

  • A. In September 2022, the Group acquired part of shares of its subsidiary—Souriree Biotech & Pharm. Co., Ltd. for a total cash consideration of $322. The carrying amount was $305 at the acquisition date. This transaction resulted in a decrease in the equity attributable to owners of the parent by $17.

  • B. In September 2021, the Group acquired part of shares of its subsidiary—Advpharma Inc. for a total cash consideration of $262. The carrying amount was $185 at the acquisition date. This transaction resulted in a decrease in the equity attributable to owners of the parent by $77.

  • C. Refer to Note 6(19), ‘Capital surplus’, for more information regarding the effect on the Company from the spin off and transfer of the synthesis department to the subsidiary, SYN-TECH CHEM. & PHARM. CO., LTD.

(32) Business combinations

  • A. Acquisition of Ho Yao Biopharm Co., LTD. (Ho Yao):

  • (a) To deepen and strengthen the technical collaboration, on January 18, 2022 and February 18, 2022, the Group participated in the capital increase of Ho Yao and acquired its equity interests for a total consideration amounting to $21,000 and $25,800, respectively, and obtained control over Ho Yao. Refer to Note 4(3)(b) for the details of the main business operations.

  • (b) The following table summarises the consideration paid for Ho Yao and the fair values of the assets acquired and liabilities assumed at the acquisition date, as well as the fair value of the non-controlling interest at the acquisition date:

~197~
February 10,2022
Purchase price
Cash paid $ 46,800
Fair value of the non-controlling interest (Note) 6,199
$ 52,999
Fair value of the identifiable assets acquired and liabilities assumed
Cash and cash equivalents $ 22,477
Other current assets 282
Property, plant and equipment 18,982
Other non-current assets 300
Current liabilities ( 716)
Total identifiable net assets $ 41,325
Goodwill $ 11,674
  - (Note) Consideration of the purchase price of the stock equities and deduction of implicit cost of the controlling interest has been taken when evaluating the fair value of the non-controlling interest.
  • (c) Since February 10, 2022, the acquisition date of Ho Yao, the operating revenue and loss before income tax attributed by Ho Yao was $295 and ($10,406), respectively. Assuming that Ho Yao had been consolidated since January 1, 2022, the operating revenue and income before income tax attributed by the Group for the year ended December 31, 2022 would have been $5,851,368 and $1,399,275, respectively.

  • B. Acquisition of SYN-TECH CHEM. & PHARM. CO., LTD. (SYN-TECH):

  • (a) In order to enhance competitiveness through resources integration and in line with the Group’s business development strategy, the Group participated in the cash capital increase of SYN-TECH in December 2021 by investing $256,939 in cash and investment in equity securities previously owned amounting to $256,788 (listed as ‘Financial assets at fair value through other comprehensive income – non-current’). The Group had the ability to direct relevant activities together with other large stockholders. As a result, the Group obtained substantial control over SYN-TECH. Refer to Note 4(3)(b) for the details of SYN-TECH’s main business operations.

~198~

(b) The following table summarises the consideration paid for SYN-TECH and the fair values of the assets acquired and liabilities assumed at the acquisition date, as well as the fair value of the non-controlling interest at the acquisition date:

the non-controlling interest at the acquisition date:
December8,2021
Purchase price
Cash paid $ 256,939
Equity instruments 256,788
Fair value of the non-controlling interest (Note) 1,431,689
$ 1,945,416
Fair value of the identifiable assets acquired and liabilities assumed
Cash and cash equivalents $ 1,280,919
Other current assets 670,898
Property, plant and equipment 551,263
Identifiable intangible assets 91,224
Other non-current assets 118,396
Current liabilities ( 730,421)
Non-current liabilities ( 92,906)
Total identifiable net assets $ 1,889,373
Goodwill $ 56,043
  • (Note) Consideration of the purchase price of the stock equities and deduction of implicit cost of the controlling interest has been taken when evaluating the fair value of the non-controlling interest.

  • (c) While obtaining substantial control over SYN-TECH, the Group also gained control over CNH TECHNOLOGIES, INC. (CNH), which was previously listed under ‘Investments accounted for under equity method’. The following table summarises the fair values of the assets acquired and liabilities assumed at the acquisition date, as well as the fair value of the non-controlling interest at the acquisition date:

~199~
December 8,2021
Purchase price
Investments accounted for under equity method - $ 6,209
shareholding previously owned by the Group
Investments accounted for under equity method - 12,594
shareholding owned by SYN-TECH
Fair value of the non-controlling interest 5,490
$ 24,293
Fair value of the identifiable assets acquired and liabilities assumed
Cash $ 4,486
Other current assets 22,164
Current liabilities ( 2,357)
Total identifiable net assets $ 24,293

(d) Since December 8, 2021, the acquisition date of SYN-TECH and CNH, the operating revenue and income before income tax attributed by SYN-TECH and CNH was $38,740 and $2,203, respectively. Assuming that SYN-TECH and CNH had been consolidated since January 1, 2021, the operating revenue and income before income tax attributed by the Group for the year ended December 31, 2021 would have been $5,266,307 and $1,136,920, respectively.

(33) Supplemental cash flow information

  • A. Investing activities with partial cash payments:
pplemental cash flow information
Investing activities with partial cash payments:
For theyears ended December31,
2022 2021
(a) Acquisition of property, plant and equipment $ 730,159
$ 169,242
Add: Beginning balance of notes payable 37,743 2,607
Beginning balance of payable on
equipment (listed as “Other payables”) 19,922 13,002
Less: Ending balance of notes payable ( 72,188)
( 37,743)
Ending balance of payable on
equipment (listed as “Other payables”) ( 31,125)
( 19,922)
Capitalised interest ( 2,523) ( 369)
Cash paid for acquisition of property, plant
and equipment $ 681,988
$ 126,817
(b) Proceeds from disposal of other non-current assets $ -
$ 38,364
Add: Beginning balance of other receivables 38,364 -
Less: Ending balance of other receivables - ( 38,364)
Cash received from disposal of other non-current
assets $ 38,364
$ -
~200~

B. Operating and investing activities with no cash flow effects:

Forthe years ended Forthe years ended December31,
2022 2021
(1) Elimination of allowance for uncollectible
accounts 79
$
$ -
(2) Receivables for fire insurance claims -
$
$ 61,693
(3) Inventories transferred to property,
plant and equipment 11,644
$
$ 6,603
(4) Prepayments for equipment transferred to
property, plant and equipment 494,268
$
$ 49,722
(5) Non-current assets held for sale, net
transferred to property, plant and
equipmen, net -
$
$ 55
(6) Property, plant and equipment transferred
to expenses 378
$
$ 963
  • C. Refer to Note 6(32), ‘Business combinations’, for the information of the cash acquired from business combinations.

(34) Changes in liabilities from financing activities

At January 1, 2022
Changes in cash flow from
financing activities
Changes in other non-cash
items
At December 31, 2022
At January 1, 2021
Changes in cash flow from
financing activities
Effect of business
combinations
Changes in other non-cash
items
At December 31, 2021
Short-term
borrowings
Short-term
notes and bills
payable
Short-term
notes and bills
payable
Lease
liabilities
Long-term
borrowings
Guarantee
deposits
received
532
$
121)
(
-
411
$
Guarantee
deposits
received
1,371
$
839)
(
-
-
532
$
Total
1,067,989
$
282,014
-
1,350,003
$
Short-term
borrowings
290,000
$
290,000)
(
-

-
$
Short-term
notes and bills
payable
259,988
$
22,445)
(
20,358
257,901
$
Lease
liabilities
50,000
$
132,000
-
1,668,509
$
101,448
20,358
1,790,315
$
Total
182,000
$
Long-term
borrowings
566,000
$
224,221
277,768
-
1,067,989
$
-
$
-
290,000
-
290,000
$
219,195
$
18,482)
(
53,273
6,002
259,988
$
-
$
50,000
-
-
786,566
$
254,900
621,041
6,002
1,668,509
$
50,000
$
~201~

7. RELATED PARTY TRANSACTIONS

(1) Names of related parties and relationship

Names of related parties

Relationship with the Group

WE CAN MEDICINES CO., LTD. Associate (WE CAN) Taiwan Biosim Co., Ltd. (Biosim) Associate GENEFERM BIOTECHNOLOGY CO., LTD. Associate SUN YOU BIOTECH PHARM CO., LTD. Other related party (The manager of (SUN YOU) the Company is SUN YOU's director) SYN-TECH CHEM & PHARM CO., LTD. Other related party (The Company is (SYN-TECH) SYN-TECH's corporate director) (Note) Fan Dao Nan Foundation (Fan Dao Nan) Other related party (The corporate director of the Company)

(Note) The Company participated in the cash capital increase of SYN-TECH and therefore obtained substantial control over it on December 8, 2021. SYN-TECH has changed from other related party to the Company’s subsidiary from the date. The transactions below pertains to transactions which occurred prior to December 8, 2021.

(2) Significant related party transactions

A. Sales of goods

transactions which occurred prior to December
nificant related party transactions
Sales of goods
8, 2021. 8, 2021.
Associates
Other related parties
For the years ended December 31,
2022
144,015
$
24,183
168,198
$
2021
111,934
$
21,261
133,195
$

Prices of goods sold to related parties are determined each time when delivering goods. Terms of transactions are similar with those to third parties, which is cash payment in 2 months after billing, or to obtain cheques with a maturity of 4~6 months upon billing.

B. Purchases of goods

or to obtain cheques with a maturity of 4~6 months
Purchases of goods
upon billing. upon billing.
Associates
Other related parties
For theyears ended December31,
2022
53,613
$
4,471
58,084
$
2021
41,810
$
52,405
94,215
$

Goods are purchased based on the price lists in force and terms that would be available to regular suppliers. Payment terms is cash payment in 1~4 months after monthly billing.

~202~

C. Property transactions

(a) Disposal of property, plant and equipment:

For theyear ended December31,2022
Disposal proceeds Gain on disposal
Otherrelated parties 6
$
6
$
  • (b) In March 2021, the Group disposed its non-current assets held for sale, net to its related party, WE CAN, for a price of $245,553 based on the valuation report and recognised gains on disposal of non-current assets held for sale, net of $80,498 (listed as other gains and losses’).

D. Equity transactions

The Group participated in the cash capital increase of the associate, Biosim, by investing $14,970 in August 2021.

E. Other expenses

E. August 2021.
Other expenses
F.
G.
Other income
Ending balance of goods sold
Advertisement expenses:
Associates
Research and development expenses:
Other related parties
Associates
Donations:
Other related parties
Miscellaneous expenses:
Associates
Other related parties
Associates
Other related parties

Receivables from related parties:
Associates
Other related parties
The
2022
2021
1,347
$
2,247
$
-
$
144
$
-
69
-
$
213
$
60
$
7,000
$
42,108
$
12,300
$
52
209
42,160
$
12,509
$
For the years ended December 31,
2022
2021
4,199
$
11,750
$
2,596
3,641
6,795
$
15,391
$
For theyears ended December31,
December31,2022
December31,2021
37,146
$
36,722
$
8,085
6,317
45,231
$
43,039
$
2022
4,199
$
2,596
6,795
$
December31,2022

37,146
$

8,085
45,231
$
~203~

receivables from related parties arise mainly from sales transactions. The receivables are unsecured in nature and bear no interest. There are no provisions held against receivables from related parties.

H. Other receivables

I. Ending balance of goods purchased
Associates
Other related parties
Payables to related parties:
Associates
Other related parties
December 31, 2022
324
$
1,180

1,504
$
December31,2022
31,733
$
1,626

33,359
$
December 31, 2021
1,355
$
-

1,355
$
December31,2021
24,277
$
543
24,820
$

The payables to related parties arise mainly from purchase transactions. The payables bear no interest.

  • J. Lease transactions lessee

  • (a) The Group leases land from other related parties, Fan Dao Nan and WE CAN. Rental contracts are made for the periods from October 1, 2016 to September 30, 2027 and April 1, 2021 to March 31, 2022, respectively. Rents are paid quarterly and monthly.

  • (b) As of December 31, 2022 and 2021, the carrying amount of ‘right-of-use assets’ are $6,608 and $8,364, respectively.

  • (c) As of December 31, 2022 and 2021, the carrying amount of lease liability are $6,724 and $8,452, respectively. The Group recognised interest expense of $102 and $103 for the years ended December 31, 2022 and 2021, respectively (listed as ‘Finance costs’).

(3) Key management compensation

Key management compensation
Salaries and other short-term employee benefits For theyears ended December31,
2022
39,547
$
2021
28,195
$
~204~

8. PLEDGED ASSETS

The Group’s assets pledged as collateral are as follows:

==> picture [494 x 212] intentionally omitted <==

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

Book value
Pledged asset December 31, 2022 December 31, 2021 Purposes
Pledged time deposits (Note 1) $ 119,155 $ 232,092 Short-term borrowings
Land (Note 2) 46,406 46,406 Short-term and long-term
borrowings
Buildings-net (Note 2) 171,481 176,239 Short-term and long-term
borrowings
Machinery-net (Note 2) 17,457 23,031 Long-term borrowings
Other equipment-net 118 118 Long-term borrowings
(Note 2)
Construction in progress 110,519 108,733 Long-term borrowings
(Note 2)
$ 465,136 $ 586,619
----- End of picture text -----

(Note 1) Listed as ‘Financial assets at amortised cost -current’.

(Note 2) Listed as ‘Property, plant and equipment’.

9. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNISED CONTRACT COMMITMENTS

As of December 31, 2022 and 2021, the Group’s significant contingent liabilities and unrecognised contract commitments are as follows:

  • (1) The balances for contracts that the Group entered into for the purchase of property, plant and equipment, but not yet due were $243,961 and $291,800, respectively.

  • (2) Endorsements/guarantees for financing within the Group are as follows:

Endorsor/guarantor
Endorsee/guarantee
Standard Chem. &
Pharm. Co., Ltd.
Standard Pharmaceutical
Co., Ltd.
December31,2022
-
$
December31,2021
83,040
$

The actual endorsement/guarantee amount provided by the Group for the above subsidiaries were both $ .

10. SIGNIFICANT DISASTER LOSS

None.

11. SIGNIFICANT EVENT AFTER THE BALANCE SHEET DATE

None.

12. OTHERS

(1) Capital management

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell

~205~

assets to reduce debt.

(2) Financial instruments

A. Financial instruments by category


Financial assets
Financial assets at fair value through profit or
loss
Financial assets mandatorily measured at fair
value through profit or loss
Financial assets at fair value through other
comprehensive income
Designation of equity instruments
Financial assets at amortised cost
Cash and cash equivalents
Financial assets at amortised cost
Notes receivable
Accounts receivable
Other receivables
Guarantee deposits paid
December31,2022

191,729
$
251,532
$
2,259,381
$
163,510
276,995
985,985
216,601
32,002
3,934,474
$
December31,2021
150,059
$
228,345
$
2,564,395
$
289,932
277,426
880,823
331,809
42,710
4,387,095
$
~206~

December 31, 2022 December 31, 2021

==> picture [447 x 188] intentionally omitted <==

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

Financial liabilities
Financial liabilities at amortised cost
Short-term borrowings $ 1,350,003 $ 1,067,989
-
Short-term notes and bills payable 290,000
Notes payable 457,858 301,940
Accounts payable 228,512 322,406
Other payables 515,552 454,443
-
Current refund liabilities 14,774
Long-term borrowings 182,000 50,000
Guarantee deposits received 411 532
$ 2,734,336 $ 2,502,084
Lease liabilities $ 257,901 $ 259,988
----- End of picture text -----

  • B. Risk management policies

  • (a) The Group’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk, price risk and interest rate risk), credit risk and liquidity risk. To minimise any adverse effects on the financial performance of the Group, derivative financial instruments may be used to hedge certain risk.

  • (b) Risk management is carried out by a central treasury department (Group treasury) under policies approved by the Board of Directors. Group treasury identifies, evaluates and hedges financial risks in close cooperation with the Group’s operating units. The Board provides written principles for overall risk management, as well as written policies covering specific areas and matters, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments.

  • C. Significant financial risks and degrees of financial risks

  • (a) Market risk

Foreign exchange risk

  • i. The Group operates internationally and is exposed to foreign exchange risk arising from the transactions of the Group used in various functional currency, primarily with respect to the USD, EUR, JPY and RMB. Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities.

  • ii. The Group has certain sales and purchases denominated in USD and other foreign currencies. Changes in market exchange rates would affect the fair value. However, the payment and collection periods of asset and liability positions in foreign currencies are close, market risk can be offset. The Group does not expect significant interest rate risk.

  • iii. The Group has certain investments in foreign operations, whose net assets are exposed to foreign currency translation risk. However, the net investments of foreign operations are strategic investments, thus the Group does not hedge the investments.

~207~
  • iv. The Group’s businesses involve some non-functional currency operations (the Company’s and certain subsidiaries’ functional currency: NTD; other certain subsidiaries’ functional currency: USD, PHP and RMB). The information on assets and liabilities denominated in foreign currencies whose values would be materially affected by the exchange rate fluctuations is as follows:
fluctuations is as follows:
(Foreign currency:
functional currency)
Financial assets
Monetary items
USD: NTD
EUR: NTD
JPY: NTD
RMB: NTD
Financial liabilities
Monetary items
USD: NTD
(Foreign currency:
functional currency)
Financial assets
Monetary items
USD: NTD
EUR: NTD
JPY: NTD
RMB: NTD
Financial liabilities
Monetary items
USD: NTD
EUR: NTD
JPY: NTD
Foreign currency
amount
(In thousands)
Exchange rate
52,963
$
30.71
361
32.72
211,262
0.2324
12,984
4.408
364

30.71
December31,2022
December31,2021
Bookvalue
1,626,494
$
11,812
49,097
57,233
11,178
Foreign currency
amount
(Inthousands)

60,217
$
955
361,015
23,671
307
29
232,915
Exchangerate
27.68
31.32
0.2405
4.344
27.68
31.32
0.2405
Bookvalue
1,666,807
$
29,911
86,824
102,827
8,498
908
56,016



~208~

With regard to sensitivity analysis of foreign currency exchange rate risk, if the exchange rates of NTD to all foreign currencies had appreciated/depreciated by 1%, with all other factors remaining constant, the Group’s net income for the years ended December 31, 2022 and 2021 would have increased/decreased by $13,866 and $14,550, respectively.

  • v. Total exchange gain (loss), including realised and unrealised, arising from significant foreign exchange variation on the monetary items held by the Group for the years ended December 31, 2022 and 2021 amounted to $ 170,443 and ($25,595), respectively.

Price risk

  • i. The Group’s equity securities, which are exposed to price risk, are the held financial assets at fair value through profit or loss and financial assets at fair value through other comprehensive income. To manage its price risk arising from investments in equity securities, the Group diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by the Group.

  • ii. The Group’s investments in equity securities comprise shares and open-end funds issued by the domestic companies. The prices of equity securities would change due to the change of the future value of investee companies. If the prices of these equity securities had increased/decreased by 1% with all other variables held constant, post-tax profit for the years ended December 31, 2022 and 2021 would have increased/decreased by $2,048 and $1,642, respectively, as a result of gains/losses on equity securities classified as at fair value through profit or loss. Other components of equity would have increased/decreased by $3,610 and $3,177, respectively, as a result of other comprehensive income classified as equity investment at fair value through other comprehensive income.

Cash flow and fair value interest rate risk

  • i. The Group’s main interest rate risk arises from long-term and short-term borrowings with variable rates, which expose the Group to cash flow interest rate risk. During the years ended December 31, 2022 and 2021, the Group’s borrowings at variable rate were denominated in the NTD.

  • ii. With regard to sensitivity analysis of interest rate risk, if interest rates on borrowings at that date had been 1% higher/lower with all other variables held constant, post-tax profit for the years ended December 31, 2022 and 2021 would have been $150 and $58 lower/higher, respectively, mainly as a result of higher/lower interest expense on floating rate borrowings.

  • (b) Credit risk

  • i. Credit risk refers to the risk of financial loss to the Group arising from default by the clients or counterparties of financial instruments on the contract obligations. The main factor is that counterparties could not repay in full the accounts receivable based on the agreed terms.

  • ii. The Group manages its credit risk taking into consideration the entire company’s concern. According to the Group’s credit policy, each local entity in the Group is responsible for managing and analysing the credit risk for each of their new clients before standard

~209~

payment and delivery terms and conditions are offered. Internal risk control assesses the credit quality of the customers, taking into account their financial position, past experience and other factors. Individual risk limits are set based on internal or external ratings in accordance with limits set by the Board of Directors. The utilisation of credit limits is regularly monitored.

  • iii. In line with credit risk management procedure, payment reminders are sent as the contract payments are past due, whereby the default occurs when the contract payments are past due over certain period of time, and recourse procedures are initiated. However, the Group will continue executing the recourse procedures to secure their rights.

  • iv. The Group classifies customer’s notes and accounts receivable in accordance with credit rating of customer. The Group applies the modified approach using provision matrix to estimate expected credit loss under the provision matrix basis. The Group used the forecastability of conditions to adjust historical and timely information to assess the default possibility of notes and accounts receivable, whereby rate ranging from 0.01% to 100% are applied to the provision matrix. Movements in relation to the Group applying the modified approach to provide loss allowance for notes and accounts receivable are as follows:

For the year ended December 31, 2022

Notes receivable Accounts receivable Accounts receivable Total
Beginning balance $ 360
$ 6,558
$ 6,918
(Reversal of) provision for
impairment ( 104)
17,916 17,812
Write-offs during the year - ( 79)
( 79)
Effect of foreign exchange - 26 26
Ending balance $ 256
$ 24,421
$ 24,677
For theyear ended December 31, 2021
Notes receivable Accounts receivable Total
Beginning balance $ 215
$ 5,772
$ 5,987
Provision for impairment 145 786 931
Ending balance $ 360
$ 6,558
$ 6,918

(c) Liquidity risk

  • i. Cash flow forecasting is performed in the operating entities of the Group and aggregated by Group treasury. Group treasury monitors rolling forecasts of the Group’s liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient headroom on its undrawn committed borrowing facilities at all times so that the Group does not breach borrowing limits or covenants on any of its borrowing facilities.

  • ii. Surplus cash held by the Group over and above balance required for working capital management are transferred to the Group treasury. Group treasury invests surplus cash in

~210~

interest bearing current accounts, time deposits and marketable securities, choosing instruments with appropriate maturities or sufficient liquidity to provide sufficient headroom as determined by the abovementioned forecasts.

iii. The Group has the following undrawn borrowing facilities:

December 31, 2022 December 31, 2022 December 31, 2021 December 31, 2021
Floating rate:
Expiring within one year $ 3,441,650
$ 2,130,771
Expiring beyond one year 2,042 587,568
$ 3,443,692
$ 2,718,339
  • iv. The table below analyses the Group’s non-derivative financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date:
contractual maturity date:
December31,2022
Non-derivative financial
liabilities:
Short-term borrowings
Notes payable
Accounts payable
Other payables
Lease liabilities
Long-term borrowings
Guarantee deposits
received
December31,2021
Non-derivative financial
liabilities:
Short-term borrowings
Short-term notes and
bills payable
Notes payable
Accounts payable
Other payables
Lease liabilities
Refund liabilities
Long-term borrowings
Guarantee deposits
received
Within
1year
1,354,539
$
457,858
228,512
515,552
24,201
2,766
-
Within
1year
1,069,221
$
290,000
301,940
322,406
454,443
22,811
14,774
447
-
Between 1
and 2years
-
$
-
-
-
23,457
89,524
411
Between 1
and2years
-
$
-
-
-
-
20,588
-
447
532
Between 2
and5 years
-
$
-
-
-
60,461
95,479
-
Between 2
and 5 years
-
$
-
-
-
-
57,554
-
50,486
-
Over 5
years
-
$
-
-
-
173,983
-
-
Over 5
years
-
$
-
-
-
-
178,450
-
-
-
~211~
     - v. For non-derivative financial liabilities, the Group does not expect the timing of occurrence of the cash flows estimated through the maturity date analysis will be significantly earlier, nor expect the actual cash flow amount will be significantly different.
  • (3) Fair value information

  • A. The different levels that the inputs to valuation techniques are used to measure fair value of financial and non-financial instruments have been defined as follows:

    • Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. A market is regarded as active where a market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. The fair value of the Group’s investment in beneficiary certificates and listed stocks is included.

    • Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly.

    • Level 3: Unobservable inputs for the asset or liability. The Group’s investment in partial equity instruments without active market is included.

  • B. The carrying amounts of the Group’s financial instruments not measured at fair value (including cash and cash equivalents, financial assets at amortised cost - current, notes receivable, accounts receivable, other receivables, guarantee deposits paid, short-term borrowings, short-term notes and bills payable, notes payable, accounts payable, other payables, current refund liabilities, long-term borrowings and guarantee deposits received) are approximate to their fair values.

  • C. The related information on financial and non-financial instruments measured at fair value by level on the basis of the nature, characteristics and risks of the assets is as follows:

    • (a)The related information on the nature of the assets is as follows:
December31,2022
Recurring fair value measurements
Financial assets at fair value
through profit or loss
Equity securities
Financial assets at fair value
through other comprehensive
income
Equity securities
Level 1
176,148
$
154,874
331,022
$
Level 2
-
$
-
-
$
Level3
15,581
$
96,658
112,239
$
Total
191,729
$
251,532
443,261
$
~212~

==> picture [461 x 158] intentionally omitted <==

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

December 31, 2021 Level 1 Level 2 Level 3 Total
Recurring fair value measurements
Financial assets at fair value
through profit or loss
-
Equity securities $ 134,907 $ $ 15,152 $ 150,059
Financial assets at fair value
through other comprehensive
income
-
Equity securities 134,689 93,656 228,345
-
$ 269,596 $ $ 108,808 $ 378,404
----- End of picture text -----

  • (b) The methods and assumptions the Group used to measure fair value are as follows:

  • i. The instruments that the Group used market quoted prices as their fair values (that is, Level 1) are listed below by characteristics:

Listed stocks Open-end fund Market quoted price Closing price Net asset value

  • ii. Except for financial instruments with active markets, the fair value of other financial instruments is measured by using valuation techniques or by reference to counterparty quotes. The fair value of financial instruments measured by using valuation techniques can be referred to current fair value of instruments with similar terms and characteristics in substance, discounted cash flow method or other valuation methods, including calculated by applying model using market information available at the parent company only balance sheet date.

  • iii. The output of valuation model is an estimated value and the valuation technique may not be able to capture all relevant factors of the Group’s financial and non-financial instruments. Therefore, the estimated value derived using valuation model is adjusted accordingly with additional inputs, for example, model risk or liquidity risk and etc. In accordance with the Group’s management policies and relevant control procedures relating to the valuation models used for fair value measurement, management believes adjustment to valuation is necessary in order to reasonably represent the fair value of financial and non-financial instruments at the parent company only balance sheet. The inputs and pricing information used during valuation are carefully assessed and adjusted based on current market conditions.

  • D. There was no transfer between Level 1 and Level 2 in 2022 and 2021.

~213~

E. The following table presents the changes in Level 3 instruments in 2022 and 2021:

Forthe years ended Forthe years ended December31,
2022 2021
At January 1 108,808
$
$ 108,525
Capital reduction and return of shares ( 413)
-
Recognised in profit or loss (Note 1) 842
1,105
Recognised in other comprehensive income (loss)
(Note 2)
3,002 ( 822)
At December 31 112,239
$
$ 108,808

(Note 1) Listed as “Other income or loss”.

  • (Note 2) Listed as “Unrealised gain or loss on financial assets at fair value through other comprehensive income”.

  • F. For the years ended December 31, 2022 and 2021, there was no transfer from or to Level 3.

  • G.5Financial segment is in charge of valuation procedures for fair value measurements being categorised within Level 3, which is to verify independent fair value of financial instruments. Such assessment is to ensure the valuation results are reasonable by applying independent information to make results close to current market conditions, confirming the resource of information is independent, reliable and in line with other resources and represented as the exercisable price, and frequently calibrating valuation model, performing back-testing, updating inputs used to the valuation model and making any other necessary adjustments to the fair value.

  • H. The following is the qualitative information of significant unobservable inputs and sensitivity analysis of changes in significant unobservable inputs to valuation model used in Level 3 fair value measurement:

Non-derivative
equity instrument:
Unlisted stocks
Fair value at
Valuation
Significant
December31,2022
technique
unobservableinput
$ 112,239
Market
comparable
companies
Discount for lack
of marketability
Range
(weighted
Relationship of
average)
inputs tofairvalue
30%
The higher the
discount for lack
of marketability,
the lower the fair
value
Relationship of
inputs tofairvalue
~214~

Range Fair value at Valuation Significant (weighted Relationship of December 31, 2021 technique unobservable input average) inputs to fair value Non-derivative equity instrument: Unlisted stocks $ 108,808 Market Discount for lack 30% The higher the comparable of marketability discount for lack companies of marketability, the lower the fair value

  • I. The Group has carefully assessed the valuation models and assumptions used to measure fair value; therefore, the fair value measurement is reasonable. However, use of different valuation models or assumptions may result in different measurement. The following is the effect on profit or loss or on other comprehensive income from financial assets categorised within Level 3 if the inputs used to valuation models have changed:

==> picture [483 x 237] intentionally omitted <==

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

December 31, 2022
Recognised in profit or loss Recognised in other comprehensive income
Favourable Unfavourable Favourable Unfavourable
Input Change change change change change
Financial assets
Equity Discount ± 3% $ 667 ($ 667) $ 4,143 ($ 4,143)
instrument for lack of
marketability
December 31, 2021
Recognised in profit or loss Recognised in other comprehensive income
Favourable Unfavourable Favourable Unfavourable
Input Change change change change change
Financial assets
Equity Discount ± 3% $ 649 ($ 649) $ 4,014 ($ 4,014)
instrument for lack of
marketability
----- End of picture text -----

(4) Other information

Due to the spread of the COVID-19 and the government’s promotion of various anti-epidemic measures, the Group has adopted relevant measures such as workplace hygiene management and continued to manage related matters in accordance with the ‘Guidelines for Continued Operation of Enterprises in Response to Server Specialised Infectious Pneumonia Epidemic’. All factories are operated in an alternate mode, and there is no material adverse impact on all operation.

13. SUPPLEMENTARY DISCLOSURES

(Only 2022 information is disclosed in accordance with the current regulatory requirements.)

  • (1) Significant transactions information

  • A. Loans to others: Refer to table 1.

~215~
  • B. Provision of endorsements and guarantees to others: None.

  • C. Holding of marketable securities at the end of the year (not including subsidiaries, associates and joint ventures): Refer to table 2.

  • D. Acquisition or sale of the same security with the accumulated cost exceeding $300 million or 20% of the Company’s paid-in capital or more: None.

  • E. Acquisition of real estate reaching $300 million or 20% of paid-in capital or more: Refer to table 3.

  • F. Disposal of real estate reaching $300 million or 20% of paid-in capital or more: None.

  • G. Purchases or sales of goods from or to related parties reaching $100 million or 20% of paid-in capital or more: None.

  • H. Receivables from related parties reaching $100 million or 20% of paid-in capital or more: None.

  • I. Trading in derivative instruments undertaken during the reporting periods: None.

  • J. Significant inter-company transactions during the reporting periods: Refer to table 4.

(2) Information on investees

Names, locations and other information of investee companies (not including investees in Mainland China): Refer to table 5.

(3) Information on investments in Mainland China

  • A. Basic information: Refer to table 6.

  • B. Significant transactions, either directly or indirectly through a third area, with investee companies in the Mainland Area: None.

(4) Major stockholders’ information

Major stockholders’ information: Refer to table 7.

14. SEGMENT INFORMATION

(1) General information

Management has determined the reportable operating segments based on the reports reviewed by the chief operating decision-maker that are used to make strategic decisions. There is change in the basis for formation of entities and division of segments in the Group or in the measurement basis for segment information during this year in accordance with global marketing expansion of the Group.

(2) Measurement of segment information

The chief operating decision maker evaluates the performance of operating segments based on pre-tax income. Accounting policies applied on the operating segments are consistent with the significant accounting policies applied in the preparation of the consolidated financial statements set out in Note 4.

(3) Information about segment profit or loss, assets and liabilities

The segment information provided to the chief operating decision-maker for the reportable segments is as follows:

~216~

For the year ended December 31, 2022

Medicine
Dietarysupplement

Segment revenue
2,602,130
$
2,056,957
$
Revenue from internal
customers
74,882)
(
123,395)
(
Revenue from external
customers
2,527,248
1,933,562
Inter-segment profit
before income tax
857,747
341,312
Segment assets
3,727,184
3,329,204
Segment liabilities
1,583,710
1,041,128
Medicine
Dietarysupplement

Segment revenue
2,589,306
$
1,663,711
$
Revenue from internal
customers
64,181)
(
88,153)
(
Revenue from external
customers
2,525,125
1,575,558
Inter-segment profit
before income tax
740,811
320,895
Segment assets
3,491,968
2,877,993
Segment liabilities
1,459,931
703,498
For the year
Business
combinations
Others
Total
-
$
1,462,982
$
6,122,069
$
-

72,424)
(
270,701)
(
-

1,390,558
5,851,368
-
362,177
1,561,236
42,041
3,869,830
10,968,259
716
907,104
3,532,658
Business
combinations
Others
Total
-
$
527,559
$
4,780,576
$
-
24,160)
(
176,494)
(
-
503,399
4,604,082
-
214,636
1,276,342
2,786,411
938,667
10,095,039
816,702
315,294
3,295,425
ended December 31, 2021

(4) Reconciliation for segment income (loss), assets and liabilities

  • A. Sales between segments are carried out at arm’s length. The revenue from external customers reported to the chief operating decision-maker is measured in a manner consistent with that in the statement of comprehensive income. A reconciliation of reportable segment income before income tax to the profit before income tax is provided as follows:
Forthe years endedDecember31, Forthe years endedDecember31, Forthe years endedDecember31,
2022 2021
Reportable segment income before income tax $ 1,199,059
$ 1,061,706
Other segments profit before income tax 362,177 214,636
Including inter-segment loss ( 161,303)
( 262,592)
Profit before income tax $ 1,399,933
$ 1,013,750
  • B. The amounts provided to the chief operating decision maker with respect to total assets and total liabilities are measured in a manner consistent with that of the financial statements. No reconciliation is needed.
~217~

(5) Information on product and service

Revenue from external customers is mainly from manufacturing, research and development, sale and wholesale of various medicine, food and medical products. Details of revenue are as follows:

Revenue from sales of medicine
Revenue from sales of dietary supplement
Revenue from rendering of services
Others
2022
2021
2,527,248
$
2,525,125
$
1,933,562
1,575,558

2,466

12,049
1,388,092
491,350
5,851,368
$
4,604,082
$
Forthe years endedDecember31,
2022
2021
2,527,248
$
2,525,125
$
1,933,562
1,575,558

2,466

12,049
1,388,092
491,350
5,851,368
$
4,604,082
$
Forthe years endedDecember31,
2,525,125
$
1,575,558

12,049
491,350
4,604,082
$

(6) Geographical information

Geographical information for the years ended December 31, 2022 and 2021 is as follows:

For the years ended December 31,

Taiwan
Japan
Mainland China
South Korea
Germany
Singapore
Saudi Arabia
America
Vietnam
Philippines
Others
Revenue
(Note1)
Non-current
assets (Note2)
4,608,840
$
4,197,335
$
300,289
-
163,435
149,901
106,515
-
83,373
-
59,834
-
54,017
-
49,097
-
48,434
-
48,433
-
329,101
200
5,851,368
$
4,347,436
$
2022
Revenue
(Note1)
Non-current
assets (Note2)
4,608,840
$
4,197,335
$
300,289
-
163,435
149,901
106,515
-
83,373
-
59,834
-
54,017
-
49,097
-
48,434
-
48,433
-
329,101
200
5,851,368
$
4,347,436
$
2022
Revenue
(Note1)
Non-current
assets (Note2)
4,608,840
$
4,197,335
$
300,289
-
163,435
149,901
106,515
-
83,373
-
59,834
-
54,017
-
49,097
-
48,434
-
48,433
-
329,101
200
5,851,368
$
4,347,436
$
2022
Revenue
(Note1)
Non-current
assets (Note2)
3,716,385
$
3,191,126
$
59,330
-
357,375
157,429
65,820
-
6,797
-
38,597
-
-
-
19,810
-
97,606
-
43,057
-
199,305
381
4,604,082
$
3,348,936
$
2021
Revenue
(Note1)
Non-current
assets (Note2)
3,716,385
$
3,191,126
$
59,330
-
357,375
157,429
65,820
-
6,797
-
38,597
-
-
-
19,810
-
97,606
-
43,057
-
199,305
381
4,604,082
$
3,348,936
$
2021
Revenue
(Note1)
Non-current
assets (Note2)
3,716,385
$
3,191,126
$
59,330
-
357,375
157,429
65,820
-
6,797
-
38,597
-
-
-
19,810
-
97,606
-
43,057
-
199,305
381
4,604,082
$
3,348,936
$
2021
Revenue
(Note1)
Revenue
(Note1)
4,608,840
$
300,289
163,435
106,515
83,373
59,834
54,017
49,097
48,434
48,433
329,101
5,851,368
$
4,197,335
$
-
149,901
-
-
-
-
-
-
-
200
4,347,436
$
3,716,385
$
59,330
357,375
65,820
6,797
38,597
-
19,810
97,606
43,057
199,305
4,604,082
$
3,191,126
$
-
157,429
-
-
-
-
-
-
-
381
3,348,936
$

(Note 1) Revenue is based on where the clients are located.

(Note 2) Non-current assets include property, plant and equipment, right-of-use assets, intangible assets, prepayments for equipment, and partial other non-current assets.

(7) Major customer information

The income from each customer of the Group for the years ended December 31, 2022 and 2021 did not reach 10% of the amount of income on the consolidated income statement.

~218~

Expressed in thousands of NTD

STANDARD CHEM & PHARM. CO., LTD. AND SUBSIDIARIES

Loans to others

For the year ended December 31, 2022

Table 1

==> picture [864 x 160] intentionally omitted <==

Note 1: The code represents the nature of financing activities as follows:

  • (1) Trading partner.

  • (2) Short-term financing.

Note 2: The ending balance is the credit limit approved by the Board of Directors.

Note 3: Calculation of limit on loans granted to a single party and ceiling on total loans granted:

  • (1) Limit on loans granted to a single party:

(a) For the companies having business relationship with the Company, limit on loans granted to a single party is the higher value of purchasing and selling during current or latest year on the year of financing.

  • (b) For short-term financing, limit on loans granted to a single party is 5% of the Company’s net assets based on the latest audited consolidated financial statements.

  • (c) Limit on loans granted by Standard Pharmaceutical Co., Ltd. to a single party is 200% of the creditor’s net assets based on the latest audited or reviewed consolidated financial statements.

  • (d) Limit on loans granted by Jiangsu Standard Biotech Pharmaceutical to a single party is 25% of the creditor’s net assets based on the latest audited or reviewed consolidated financial statements.

  • (2) Ceiling on total loans granted to a single party:

  • (a) Ceiling on total loans granted by Standard Pharmaceutical Co., Ltd. to single party is 200% of the creditor’s net assets.

  • (b) Ceiling on total loans granted by Jiangsu Standard Biotech Pharmaceutical to single party is 30% of the creditor’s net assets.

  • (3) For short-term financing, ceiling on total loans granted to all direct or indirect wholly-owned domestic and foreign subsidiaries of the Company is not limited to 40% of the creditors’ net assets.

Note 4: Foreign currencies were translated into New Taiwan Dollars with exchange rate as of December 31, 2022 as follows: USD: NTD 1:30.71 and RMB: NTD 1:4.408.

~219~

Table 2

Expressed in thousands of NTD

STANDARD CHEM & PHARM. CO., LTD. AND SUBSIDIARIES

Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures) December 31, 2022

General
Relationship with the
ledger
Number
Securities held by
Marketable securities
securities issuer
account
of shares
As of December 31, 2022
Book value
Ownership (%)
Fair value
Note
Standard Chem & Pharm. Co., Ltd Bonds with repurchase agreement:
China Bills Finance Corporation

1

Stocks:
Original BioMedicals Co., Ltd.

2
200,000
NCKU Venture Capital Co., Ltd.

3
650,000
NTU Innovation & Incubation Co., Ltd.

3
480,000
TaiwanJ Pharmaceuticals Co., Ltd.

3
258,133
HER-SING CO., LTD.
The Company is HER-SING Co.,
4
3,055,000
Ltd.'s corporate director
SUN YOU BIOTECH PHARM CO., LTD.
The manager of the Company is SUN
4
3,378,006
YOU BIOTECH PHARM
CO., LTD.'s director
Green Management International Co., Ltd.

4
109,672
Kenda Pharmacentiocal Co., Ltd.

4
5,000,000
Rossmax International Ltd.

4
2,990,000
EASYWELL BIOMEDICALS, INC.

4
5,094,600
Chia Scheng Investment Co., Ltd. Beneficiary certificates:
Taishin Ta-Chong Money Market Fund

2
368,142
Taishin 1699 Money Market Fund

2
50,000
Stocks:
SUN YOU BIOTECH PHARM CO., LTD.
The manager of the Company is SUN
4
240,846
YOU BIOTECH PHARM
Stason Pharmaceuticals, Inc.
CO., LTD.'s director

4
4,000,000
MULTIPOWER ENTERPRISE
Bonds with repurchase agreement:
CORP.
International Bills Finance Corporation

1

Mega Bills Finance Co., Ltd.

1

Advpharma Inc.
Beneficiary certificates:
Taiwan Cooperative Bank Money Market

2
2,000,000
Fund
Mega Diamond Money Market Fund

2
3,166,588
FSITC Taiwan Money Market Fund

2
1,652,490
Taishin 1699 Money Market Fund

2
1,473,047
$ 82,376
-
$ 82,376
-
-
0.43%
-
-
3,893
4.17%
3,893
-
3,931
3.76%
3,931
-
2,737
0.34%
2,737
-
42,770
17.71%
42,770
-
44,421
18.13%
44,421
-
1,751
5.14%
1,751
-
4,550
19.42%
4,550
-
73,106
3.52%
73,106
-
81,768
4.45%
81,768
-
5,313
-
5,313
-
688
-
688
-
3,166
1.29%
3,166
-
-
13.02%
-
-
100,000
-
100,000
-
20,000
-
20,000
-
20,600
-
20,600
-
40,360
-
40,360
-
25,697
-
25,697
-
20,277
-
20,277
-
~220~
General
Relationship with the
ledger
Number
Securities held by
Marketable securities
securities issuer
account
of shares
As of December 31, 2022
Book value
Ownership (%)
Fair value
Note
UPAMC James Bond Money Market Fund

2
1,662,198
$ 28,168
-
$ 28,168
-
Shin Kong US Harvest Balanced TWD A

2
245,916
2,520
-
2,520
-
Cathay Senior Secured High Yield Bond

2
368,302
3,654
-
3,654
-
Capital Money Market Fund

2
1,658,329
27,172
-
27,172
-
Advpharma Inc.
Shin Kong Emergin Wealthy Nations Bond
Fund A
Stocks:
Der Yang Biotechnology Venture


2
3
195,290
76,698
1,699
859
-
3.70%
1,699
859
-
-
Capital Co., Ltd.
TaiwanJ Pharmaceuticals Co., Ltd.
Syngen Biotech Co,. Ltd.
Stocks:

3
25,203
268
0.03%
268
-
NCKU Venture Capital Co., Ltd.
SYN-TECH CHEM & PHARM
Bonds with repurchase agreement:

3
650,000
3,893
4.17%
3,893
-
China Bills Finance Corporation

1

323,257
-
323,257
-
Mega Bills Finance Co., Ltd.

1

107,485
-
107,485
-
Ta Ching Bills Finance Corporation

1

99,683
-
99,683
-

Note 1: Marketable securities in the table refer to stocks, bonds, beneficiary certificates and other related derivative securities. Note 2: The general ledger account is classified into the following four categories:

  1. Cash and cash equivalents

  2. Financial assets at fair value through profit or loss - current

  3. Financial assets at fair value through profit or loss - non-current

  4. Financial assets at fair value through other comprehensive income - non-current

Note 3: Foreign currencies were translated into New Taiwan Dollars with exchange rate as of December 31, 2022 as follows: USD: NTD 1:30.71.

~221~

Table 3

Expressed in thousands of NTD

STANDARD CHEM & PHARM. CO., LTD. AND SUBSIDIARIES

' - Acquisition of real estate reaching $300 million or 20% of the Company s paid in capital or more

For the year ended December 31, 2022

Status of payment
Name of the
Corporation of acquisition Name of
Property
Date of acquisition Trade amount
of proceeds
counterparty
Relationship
The last transfer data of related counterparty
Basis forprice
Reason for
Owner
Relationship
Date
Amount
determination
acquisition
Other terms
Syngen Biotech Co,. Ltd. Land and
plant building
2022.05
$ 407,887 $ 407,887Taiwan Yunlin District
Court



$ -
(Note)
For use in operation

Note: A foreclosure acquired by bidding.

~222~
  • Significant inter company transactions during the reporting period For the year ended December 31, 2022

Table 4

Expressed in thousands of NTD

STANDARD CHEM & PHARM. CO., LTD. AND SUBSIDIARIES

Number
(Note 2)
Company name
Counterparty
Relationship
(Note 3)
Transaction
General ledger account
Amount
Transaction terms
Percentage of consolidated total
operatingrevenues or total assets(Note 4)
0
Standard Chem & Pharm. Co., Ltd. Syngen Biotech Co,. Ltd.
1
1
Souriree Biotech & Pharm. Co., Ltd.
1
SYN-TECH CHEM & PHARM CO.,
LTD.
1
1
Standard Pharmaceutical Co., Ltd.
Jiangsu Standard Biotech
Pharmaceutical Co., Ltd.
3
Purchases
$ 84,289 1 ~ 4 month(s) after monthly billings.
1%
Accounts payable
(
25,569)


Purchases
67,443 1 ~ 4 month(s) after monthly billings.
1%
Purchases
37,166 1 ~ 4 month(s) after monthly billings.
1%
Other receivables
92,247

1%

Note 1: As the amounts and counterparties of significant inter-company transactions are the same from the opposite transaction sides, no disclosure is required. Only transactions amounting to more than $10,000 are disclosed. Note 2: The numbers filled in for the transaction company in respect of inter-company transactions are as follows:

  • (1) Parent company is ‘0’.

  • (2) The subsidiaries are numbered in order starting from ‘1’.

Note 3: Relationship between transaction company and counterparty is classified into the following three categories:

  • (1) Parent company to subsidiary.

  • (2) Subsidiary to parent company.

  • (3) Subsidiary to subsidiary.

Note 4: Regarding percentage of transaction amount to consolidated total operating revenues or total assets, it is computed based on ending balance of transaction to consolidated total assets for balance sheet accounts and based on accumulated transaction amount for the year to consolidated total operating revenues for statement of comprehensive income accounts.

Note 5: Foreign currencies were translated into New Taiwan Dollars with exchange rate as of December 31, 2022 as follows: USD: NTD 1:30.71 and RMB: NTD 1:4.408.

~223~

For the year ended December 31, 2022

Table 5

Expressed in thousands of NTD

STANDARD CHEM & PHARM. CO., LTD. AND SUBSIDIARIES

Information on investees

Investor
Investee
Location
Main business activities
Initial investment amount
Shares held as at December 31, 2022
Net profit (loss) of
Investment income
Balance as at
December 31,
2022
Balance as at
December 31,
2021
Number of shares
Ownership
(%)
Book value
the investee for the
year ended
December 31, 2022
(loss) recognised
for the year ended
December 31, 2022
Note
Standard Chem &
Pharm. Co., Ltd.
Standard Pharmaceutical
Co., Ltd.
Samoa
Research and development,
trading, investment and
other business of medical
products
Chia Scheng Investment
Taiwan
General investment
Co., Ltd.
STANDARD CHEM. &
PHARM.
PHILIPPINES, INC.
Philippines Import and export of
various medical products,
medicine, supplements
Inforight Technology Co.,
Ltd.
Taiwan
Wholesale of multi-function
printers and information
software
Souriree Biotech & Pharm.
Co., Ltd.
Taiwan
Manufacturing of western
medicine and retail and
wholesale of various
medicines
Multipower Enterprise Corp.
Taiwan
Import and export of western
medicine, nourishment and
function food, processing,
manufacturing and sale of food
Advpharma Inc.
Taiwan
Research and development,
manufacturing and sale
of various medicine
Syngen Biotech Co., Ltd.
Taiwan
Research and development,
manufacturing and sale
of APIs, biopesticide,
fertiliser and biochemical
nutrition, sale of
preventive medicine
SYN-TECH CHEM. &
PHARM. CO., LTD.
Taiwan
Manufacturing and sale of APIs,
reagent, surfactant, Chinese,
western, and veterinary
medicinal products
Ho Yao Biopharm Co., LTD.
Taiwan
Research and development of new
medicine
$ 396,953
$ 396,953
13,000,000
100.00
$ 181,720 ($ 17,013) ($ 17,013) Subsidiary
161,356
161,356
14,553,000
100.00
11,003
72
72 Subsidiary
6,762
6,762
192,195
100.00
314 (
224) (
224)
Subsidiary
5,000
5,000
500,000
100.00
4,212
515
515 Subsidiary
41,871
41,549
5,673,908
93.58
41,483
11,709
9,043 Subsidiary
293,063
293,063
19,840,600
90.72
337,397 (
4,037) (
3,974) Subsidiary
525,933
525,933
53,226,806
88.71
266,798 (
11,061) (
9,748) Subsidiary
330,203
330,203
12,651,146
46.68
910,035
321,236
149,057 Subsidiary
(Note 1)
720,941
512,314
12,675,959
28.43
758,751
239,422
52,143 Subsidiary
(Note 2)
(Note 3)
46,800
-
3,680,000
84.99
38,417 (
10,406) (
8,383) Subsidiary
(Note 4)
~224~
Investor
Investee
Location
Main business activities
Initial investment amount
Shares held as at December 31, 2022
Net profit (loss) of
Investment income
Balance as at
December 31,
2022
Balance as at
December 31,
2021
Number of shares
Ownership
(%)
Book value
the investee for the
year ended
December 31, 2022
(loss) recognised
for the year ended
December 31, 2022
Note
Standard Chem &
Pharm. Co., Ltd.
WE CAN MEDICINES
CO., LTD.
Taiwan
Wholesale of various medicine
Taiwan Biosim, Co., Ltd.
Taiwan
Research and development of
various
medicine
Syngen Biotech
Co., Ltd
SYNGEN BIOTECH
INTERNATIONAL SDN.
BHD.
Malaysia
Research and development,
manufacturing and sale
of APIs and biochemical
nutrition, sale of
preventive medicine
Jhan Shuo Biopharma Co.,
Ltd.
Taiwan
Manufacturing, wholesale and sale
of western medicine
GENEFERM
BIOTECHNOLOGY CO.,
LTD.
Taiwan
Research and development, design,
quantification, manufacturing and
sale of microbial and edible
mushroom medicine fermentation,
herbal and vegetal functional
products, fruit and vegetable
fermentation concentrates and
protein products, management of
the aforementioned trade business,
technological consultancy, etc.
Advpharma Inc.
CNH TECHNOLOGIES
INC.
USA
Research and development of
various medicine
SYN-TECH CHEM. &
PHARM. CO., LTD.
Advpharma Inc.
Taiwan
Research and development,
manufacturing and sale
of various medicine
CNH TECHNOLOGIES
INC.
USA
Research and development of
various medicine
$ 277,067
$ 282,868
13,155,909
32.89
$ 235,502
$ 100,054
$ 33,360
Associate
(Note 5)
49,900
49,900
4,990,000
49.90
31,982
2,744
1,370
Associate
7,322
7,322
1,000,000
100.00
978 (
789)
- Subsidiary
(Note 6)
100
-
10,000
100.00
100
-
- Subsidiary
(Note 6)
(Note 7)
273,840
273,840
12,000,000
28.94
309,854
93,454
- Associate
(Note 6)
13,734
13,734
400,000
35.60
683 (
24,332)
-
(Note 6)
9,626
9,626
1,495,414
2.49
7,687 (
11,061)
-
(Note 6)
21,092
21,092
535,050
47.62
7,288 (
24,332)
-
(Note 6)

Note 1: In September 2016, the subsidiary, Syngen Biotech Co., Ltd. ("Syngen"), filed for an initial public offering with Taipei Exchange. As part of the public trading process, the Company allowed its underwriter to exercise the overallotment option, which decreased the Company's ownership percentage in Syngen to below 50%. However, the Company did not lose control over Syngen.

Note 2: The company participated in the cash captial increase of SYN-TECH CHEM. & PHARM. CO., LTD., which results in becoming SYN-TECH's single largest corporate shareholder and having substantial control over it. Note 3: The Company spun off and transferred the synthesis department to SYN-TECH CHEM. & PHARM. CO., LTD. and received the common shares issued from the capital increase on July 1, 2022 Note 4: The subsidiary newly acquired in the first quarter of 2022.

Note 5: Formerly named as ‘WE CAN MEDICINES CO., LTD.’ and the name was changed since June 13, 2022.

Note 6: Not required to disclose income (loss) recognised.

Note 7: The subsidiary newly established in the third quarter of 2022.

Note 8: Foreign currencies were translated into New Taiwan Dollars with exchange rate as of December 31, 2022 as follows: USD: NTD 1:30.71.

~225~

For the year ended December 31, 2022

Table 6

Expressed in thousands of NTD

STANDARD CHEM & PHARM. CO., LTD. AND SUBSIDIARIES

Information on investments in Mainland China

Accumulated amount
of remittance from
Taiwan to
Mainland
Investee in Mainland China
Main business activities
Paid-in capital
Investment
method
China as of
January1,2022

Amount remitted from Taiwan to
Accumulated
amount of
remittance
Net income
Ownership held
Investment
Accumulated
amount of
Mainland China/Amount remittedfrom Taiwan
(loss) of
by
income (loss)
investment income
back to Taiwan for the year ended
December 31, 2022
to Mainland
China as of
investee for the
year ended
the Company
(direct or
recognised for
the year ended
Book value of
investments in
remitted back to
Taiwan as of
Remitted to
Mainland China
Remitted back
to Taiwan
December
31,2022
December 31,
2022
indirect)
December 31, Mainland China as of
2022
December 31,2022
December 31,
2022
Note
Jiangsu Standard Biotech
Research and development,
$ 276,390
Pharmaceutical Co., Ltd.
technical consulting and
technical services of
medicine
(Note 1)
$ 276,084
Jiangsu Standard-Dia
Research and development,
186,878
Biopharma Co., Ltd.
manufacturing and sale of
various medicine
(Note 2)
-
Shanghai Standard
Sale of various medicine and
4,512
(Note 3)
-
Pharmaceuticals Co., Ltd.
dietary supplement
$ -
$ - $ 276,084
($ 17,426)
100.00
($ 17,426) $ 52,323
$ - (Note 4)
-
-
-(
14,099)
55.00
(
7,755) (
6,559)
- (Note 4)
4,512
-
4,512(
1,179)
100.00
(
1,179)
3,274
- (Note 4)
Investment amount
approved by the Ceiling on investments
Investment in Mainland China
Accumulated amount of Commission of the imposed by the
remittance from Taiwan to Ministry of Economic Investment
Mainland China as of Affairs (MOEA) Commission of MOEA
Company name December 31, 2022 (Note 5) (Note 6)
Standard Chem & Pharm. Co., $
280,596 $
276,390 $ 4,461,361
Ltd.

Note 1: Indirect investment in Mainland China through an existing company (Standard Pharmaceutical Co., Ltd.) located in the third area.

Note 2: Indirect investment in Mainland China through an existing company (Jiangsu Standard Biotech Pharmaceutical Co., Ltd.) located in Mainland China.

Note 3: Direct investment in Mainland China from Taiwan.

Note 4: Recognition is based on investees' financial statements audited and attested by independent accountants.

Note 5: In accordance with Article 4 of the Regulations Governing the Examination of Investment or Technical Cooperation in Mainland China, when the accumulated investment amount of an individual investor is less than US$1 million, it can be examined in the form of declaration to the regulatory authority which shall be made within six months after the investment.

The Company's investment in Shanghai Standard Pharmaceuticals Co., Ltd. amounting to $4,665 has not yet been declared as of the reporting date as it was still within the declaration period stipulated in the regulations and had been declared to the regulatory authority in February 2023.

Note 6: Ceiling is the higher of net assets or 60% of consolidated equity.

Note 7: Foreign currencies were translated into New Taiwan Dollars with exchange rate as of December 31, 2022 as follows: USD: NTD 1:30.71 and RMB: NTD 1:4.408.

~226~

Table 7

STANDARD CHEM & PHARM. CO., LTD. AND SUBSIDIARIES Major Shareholders Information

December 31, 2022

Major Shareholder's Name Shares
Number of shares
Percentage
Chin-Tsai, Fan
Tzu-Pin, Fan
Mei-Rong, Fan Hung
Tzu-Tin, Fan
Sen-Hao, Cheng
Tsuey-Wen, Yeh
20,786,813
12%
19,518,084
11%
14,584,781
8%
11,766,604
7%
9,368,888
5%
9,124,669
5%
  • Note 1: The information of major shareholders in this table is calculated by TDCC on the last business day at the end of each quarter to calculate that the shareholder-holding company has completed the book-entry delivery (including treasury stocks) of common stocks and special stocks totaling more than 5%. As for the share capital recorded in the company’s financial report and the company’s actual number of shares registered and delivered may be different due to the calculation bases.

  • Note 2: If shareholder has his/hers shares been entrusted, it shall disclosed in the trustee's individual accounts. As for shareholder's declareation of shares held by insiders with more than 10%, for shareholding that includes shares on hand and those have been entrusted, and the right to their entrust property, etc., please refer to MOPS's website.

~227~

INDEPENDENT AUDITORS’ REPORT 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, 2022 and 2021, 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 auditors (refer to Other matter section), the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, 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 Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ responsibilities for the audit of the parent company only financial statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and the reports of other auditors, 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 Company’s 2022 parent company only financial statements. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

Key audit matters of the Company’s 2022 parent company only financial statements are as follows:

~228~

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(6) for the details of allowance for inventory valuation loss. As of December 31, 2022, the carrying amount of inventories and allowance for inventory valuation loss are $575,027 thousand and $12,629 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 considered 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.

~229~

Existence of domestic sales revenue from human medicines

Description

Refer to Note 4(27) 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 and pharmacies all over the country. Since the sales transactions are numerous and would require a longer period for verification, we considered 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 the 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 auditors

We did not audit the financial statements of certain investments accounted for under equity method which were audited by other auditors. Therefore, our opinion expressed herein, insofar as it relates to the amounts included in respect of these associates, is based solely on the reports of the other auditors. The balance of these investments accounted for under equity method amounted to $235,502 thousand and $205,362 thousand, constituting 3.62% and 3.43% of total assets as of December 31, 2022 and 2021, respectively, and the comprehensive income and loss recognised from subsidiaries, associates and joint ventures accounted for under equity method amounted to $33,360 thousand and ($11,473) thousand, constituting 3.96% and (1.65%) of total comprehensive income for the years then ended, respectively.

~230~

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 audit committee, are responsible for overseeing the Company’s financial reporting process.

Auditors’ responsibilities for the audit of the parent company only financial statements

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

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

  1. Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
~231~

misrepresentations, or the override of internal control.

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

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

  3. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the 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 auditors’ report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.

5.

6.

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.

~232~

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 auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Tien, Chung-Yu Independent Accountants Yeh, Fang-Ting

PricewaterhouseCoopers, Taiwan Republic of China March 14, 2023


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 independent auditors’ report 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.

~233~

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

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Assets Notes
6(1)
6(4), 7 and 12
6(4), 7 and 12
6(5) and 7
5(2), 6(5)(6)
5(2) and 6(2)
5(2) and 6(3)
6(3)(7)(27) and 7
6(5)(7)(8)
6(9) and 7
6(8)(10)
6(11)
6(25)
6(8)
December 31, 2022
AMOUNT
%
$ 858,252
13
100,411
2
533,695
8
72,290
1
562,398
9
47,159
1
24,973
-
2,199,178
34
10,561
-
248,366
4
2,820,888
43
1,003,055
16
15,711
-
62,987
1
6,374
-
79,609
1
27,128
1
25,685
-
5,519
-
4,305,883
66
$ 6,505,061
100
December 31, 2021 December 31, 2021
AMOUNT
$ 858,252
100,411
533,695
72,290
562,398
47,159
24,973
2,199,178
10,561
248,366
2,820,888
1,003,055
15,711
62,987
6,374
79,609
27,128
25,685
5,519
4,305,883
$ 6,505,061
AMOUNT
$ 669,875
101,981
538,485
191,470
530,284
37,331
796
2,070,222
9,849
225,274
2,413,208
966,414
17,746
46,207
6,625
96,408
92,585
37,632
6,932
3,918,880
$ 5,989,102
%
Current assets
1100
Cash and cash equivalents
1150
Notes receivable, net
1170
Accounts receivable, net
1200
Other receivables
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
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
11
2
9
3
9
1
-
35
-
4
40
16
-
1
-
2
1
1
-
65
100

(Continued)

~234~

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

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Liabilities and Equity December 31, 2022
December 31, 2021
Notes
AMOUNT
%
AMOUNT
%
6(12)
$ 870,000
14
$ 710,500
12
6(18)
35,430
1
40,569
1
141,490
2
110,969
2
7
142,739
2
176,821
3
248,593
4
249,178
4
6(25)
83,846
1
81,129
1
6(9) and 7
4,444
-
3,998
-
942
-
1,390
-
1,527,484
24
1,374,554
23
6(25)
64,893
1
61,992
1
6(9) and 7
11,540
-
14,111
-
6(13)
147,770
2
196,334
3
200
-
235
-
224,403
3
272,672
4
1,751,887
27
1,647,226
27
6(14)
1,786,961
28
1,786,961
30
6(7)(15)(27)
220,484
3
204,313
3
6(3)(16)(17)
793,498
12
709,879
12
110,329
2
-
-
1,957,837
30
1,751,052
29
6(3)(7)(17)
(
115,935) (
2) (
110,329) (
1 )
4,753,174
73
4,341,876
73
9
$ 6,505,061
100
$ 5,989,102
100
Current liabilities
2100
Short-term borrowings
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
21XX
Total current liabilities
Non-current liabilities
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
3320
Special reserve
3350
Unappropriated retained earnings
3400
Other equity interest
3XXX
Total equity
Significant contingent liabilities and
unrecognised contract commitments
3X2X
TOTAL LIABILITIES AND
EQUITY

The accompanying notes are an integral part of these parent company only financial statements.

~235~

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 Notes
6(18) and 7
6(6)(8)(11)(13)(23)
(24) and 7

6(8)(11)(13)(23)(2
4) and 7



12

6(19)
6(3)(5)(10)(20) and
7
6(2)(5)(6)(9)(21)
and 12
6(8)(9)(22) and 7

6(7)
6(25)

6(13)
6(3)(17)

6(7)(17)
6(25)

6(7)(17)
6(26)
For the years ended December 31, For the years ended December 31,
2022 2021
4000
Operating revenue
5000
Operating costs
5900
Net operating margin
Operating expenses
6100
Selling expenses
6200
General and administrative expenses
6300
Research and development expenses
6450
Expected credit gain (loss)
6000
Total operating expenses
6900
Operating profit
Non-operating income and expenses
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Finance costs
7070
Share of profit of subsidiaries,
aassociates 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
Other comprehensive income (loss)
Components of other comprehensive
income (loss) 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
8330
Share of other comprehensive
income of associates and joint
ventures accounted for under equity
method
8349
Income tax related to components of
other comprehensive loss
Components of other comprehensive
income (loss) that will be reclassified
to profit or loss
8361
Financial statesments translation
differences of foreign operations
8300
Total other comprehensive income
(loss) for the year
8500
Total comprehensive income for the
year
Earnings per share (in dollars)
9750
Basic
9850
Piluted
$

The accompanying notes are an integral part of these parent company only financial statements.

~236~

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 31,2021
Balance at January 1, 2021
Profit for the year
Other comprehensive income (loss) for the year
Total comprehensive income (loss) for the year
Difference between proceeds from acquisition or disposal of
subsidiaries and book value
Adjustment to non-proportional acquisition of associates and
joint ventures accounted for under equity method
Overdue cash dividends payable
Disposal of financial assets at fair value through other
comprehensive income
Appropriations of 2020 earnings
Legal reserve
Cash dividends
Balance at December 31, 2021
For the year ended December 31,2022
Balance at January 1, 2022
Profit for the year
Other comprehensive income (loss) for the year
Total comprehensive income (loss) for the year
Difference between proceeds from acquisition or disposal of
subsidiaries and book value
Adjustment to non-proportional acquisition of associates and
joint ventures accounted for under equity method
Overdue cash dividends payable
Disposal of financial assets at fair value through other
comprehensive income
Appropriations of 2021 earnings
Legal reserve
Special reserve
Cash dividends
Effect of organisational restructuring
Balance at December 31, 2022
Notes Common stock Capital Surplus Capital Surplus Capital Surplus Retained Earnings Retained Earnings Other EquityInterest Other EquityInterest 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 under
equitymethod
Others Legal reserve Special reserve Unappropriated
retained earnings
Financial
statements
translation
differences of
foreign operations
l
Unrealised gains or
osses from financial
assets measured at
fair value through
other comprehensive
income
6(17)
6(7)(27)
6(7)(15)
6(15)
6(3)(7)(17)
6(16)
6(17)
6(7)(27)

6(7)(15)
6(15)
6(3)(17)
6(16)
6(7)(15)
$ 1,786,961
-
-
-
-
-
-
-
-
-
$ 1,786,961
$ 1,786,961
-
-
-
-
-
-
-
-
-
-
-
$ 1,786,961
$ 143,353
-
-
-
-
-
-
-
-
-
$ 143,353
$ 143,353
-
-
-
-
-
-
-
-
-
-
8,735
$ 152,088




$ 57,454
-
-
-
(
77 )
-
-
-
-
-
$ 57,377
$ 57,377
-
-
-
3,521
-
-
-
-
-
-
-
$ 60,898
$ 2,273
-
-
-
-
1,068
-
-
-
-
$ 3,341
$ 3,341
-
-
-
-
3,744
-
-
-
-
-
-
$ 7,085
$ 194
-
-
-
-
-
48
-
-
-
$ 242
$ 242
-
-
-
-
-
171
-
-
-
-
-
$ 413
$ 658,657
-
-
-
-
-
-
-
51,222
-
$ 709,879
$ 709,879
-
-
-
-
-
-
-
83,619
-
-
-
$ 793,498



$ -
-
-
-
-
-
-
-
-
-
$ -
$ -
-
-
-
-
-
-
-
-
110,329
-
-
$ 110,329
$ 1,287,735
706,734
15,100
721,834
-
-
-
114,358
(
51,222 )
(
321,653 )
$ 1,751,052

$ 1,751,052
815,408
26,107
841,515
-
-
-
5,958
(
83,619 )
(
110,329 )
(
446,740 )
-
$ 1,957,837










($ 16,788 )
-
(
4,186 )
(
4,186 )
-
-
-
-
-
-
($ 20,974 )
($ 20,974 )
-
14,492
14,492
-
-
-
-
-
-
-
-
($ 6,482 )









$ 46,093
-
(
21,090 )
(
21,090 )
-
-
-
(
114,358 )
-
-
($ 89,355 )
($ 89,355 )
-
(
14,140 )
(
14,140 )
-
-
-
(
5,958 )
-
-
-
-
($ 109,453 )












$ 3,965,932
706,734
(
10,176 )
696,558
(
77 )
1,068
48
-
-
(
321,653 )
$ 4,341,876
$ 4,341,876
815,408
26,459
841,867
3,521
3,744
171
-
-
-
(
446,740 )
8,735
$ 4,753,174

The accompanying notes are an integral part of these parent company only financial statements.

~237~

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 on financial assets at fair value through
profit and loss

Expected credit (gains) losses

(Reverse of allowance for) provision for loss on
inventory market price decline

Fire loss - inventories

Share of profit of subsidiaries, associates and
joint ventures accounted for under equity method

Depreciation

Net loss (gain) on disposal of property, plant and
equipment

Gain from lease modification

Net loss on disposal of other non-current assets
Amortisation

Dividend income

Interest income

Interest expenses

Changes in operating assets and liabilities
Changes in operating assets
Notes receivable
Accounts receivable
Other receivables
Inventories
Prepayments
Other 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 the years ended December 31,
Notes
2022
2021
$ 928,219 $ 822,486
6(2)(21)
(
712 ) (
108 )
12
(
837 )
376
6(6)
(
3,807 )
7,403
6(6)
-
4,608
6(7)
(
205,039 ) (
120,622 )
6(8)(9)(10)(23)
95,641
101,113
6(21)
1,113 (
16 )
6(9)(21)
(
8 )
-
6(21)
-
5,872
6(23)
9,605
17,607
6(3)(20)
(
9,604 ) (
17,943 )
6(19)
(
11,232 ) (
2,804 )
6(22)
7,821
3,473
843 (
13,399 )
(
12,823 ) (
13,621 )
83,216 (
67,287 )
(
58,097 )
6,014
(
10,577 )
1,879
(
24,177 )
436
(
5,139 ) (
52,670 )
39,333 (
4,074 )
(
22,229 )
40,630
(
10,040 ) (
19,296 )
(
448 )
872
(
20,649) (
11,591)
770,373
689,338
83,670
62,223
8,832
3,276
(
7,540 ) (
3,351 )
(
95,977) (
106,753)
759,358
644,733

(Continued)

~238~

STANDARD CHEM. & PHARM. CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

CASH FLOWS FROM INVESTING ACTIVITIES
Decrease in financial assets at amortised cost -
current
Acquisition of financial assets at fair value through
other comprehensive income - non-current
Proceeds from disposal of financial assets at fair
value through other comprehensive income -
non-current

Prepayment for investments accounted for under
equity method
Acquisition of investments accounted for under
equity method

Proceeds from disposal of investments accounted for
under 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
Decrease (increase) in guarantee deposits paid
Proceeds from disposals of other non-current assets
Increase in other non-current assets
Cash received from segment spin-off

Net cash flows used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term borrowings

Decrease in short-term borrowings

Payments of lease liabilities

(Decrease) increase in guarantee deposit received

Overdue cash dividends payable

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
For the years ended December 31,
Notes
2022
2021
$
- $
284,800
(
60,632 ) (
120,752 )
6(3)
23,305
18,921
- (
5,578 )
6(28)
(
51,563 ) (
315,512 )
6(7)
9,156
-
6(28)
(
159,723 ) (
69,304 )
6(8)(22)(28)
(
638 ) (
369 )
722
63
6(11)
(
3,564 ) (
4,798 )
(
88,852 ) (
92,611 )
11,947 (
16,665 )
6(28)
38,364
-
(
4,530 ) (
9,845 )
6(7)
6,973
-
(
279,035 ) (
331,650 )
6(29)
497,500
360,500
6(29)
(
338,000 ) (
140,000 )
6(29)
(
4,842 ) (
4,470 )
6(29)
(
35 )
35
6(15)
171
48
6(16)
(
446,740 ) (
321,653 )
(
291,946 ) (
105,540 )
188,377
207,543
6(1)
669,875
462,332
6(1)
$
858,252 $
669,875
The accompanying notes are an integral part of these parent company only financial statements.
~239~

STANDARD CHEM. & PHARM. CO., LTD.

NOTES TO THE PARENT COMPANY ONLY FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, EXCEPT AS OTHERWISE INDICATED)

1. HISTORY AND ORGANISATION

  • (1) Standard Chem. & Pharm. Co., Ltd. (the ‘Company’) was incorporated on June 30, 1967 under the provisions of the Company Act of the Republic of China (R.O.C.) and other regulations. The Company is primarily engaged in the manufacturing and sales of Chinese and western medicine, cosmetics, beverage, normal instruments and medical instruments.

  • (2) The Company has been listed on the Taiwan Stock Exchange starting from December 1995.

2. THE DATE OF AUTHORISATION FOR ISSUANCE OF THE PARENT COMPANY ONLY

FINANCIAL STATEMENTS AND PROCEDURES FOR AUTHORISATION

These parent company only financial statements were authorised for issuance by the Board of Directors on March 14, 2023.

3. APPLICATION OF NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS

  • (1) Effect of the adoption of new issuances of or amendments to International Financial Reporting Standards (“IFRS”) that came into effect as endorsed by the Financial Supervisory Commission

(“FSC”)

New standards, interpretations and amendments endorsed by the FSC and became effective from 2022 are as follows:

==> picture [511 x 64] intentionally omitted <==

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

International
Accounting
Standards Board
New Standards, Interpretations and Amendments ("IASB")
----- End of picture text -----

(2) The above standards and interpretations have no significant impact to the Company’s financial
condition and financial performance based on the Company’s assessment.
Effect of new issuances of or amendments to IFRSs as endorsed by the FSC but not yet adopted by
the Company
Amendments to IFRS 3, ‘Reference to the conceptual framework’
January 1, 2022
Amendments to IAS 16, ‘Property, plant and equipment:
proceeds before intended use’
January 1, 2022
Amendments to IAS 37, ‘Onerous contracts—cost of fulfilling a contract’
January 1, 2022
Annual improvements to IFRS Standards 2018–2020
January 1, 2022

New standards, interpretations and amendments endorsed by the FSC effective from 2023 are as follows:

~240~
Effective date by
New Standards,Interpretations andAmendments IASB
Amendments to IAS 1, ‘Disclosure of accounting policies’ January 1, 2023
Amendments to IAS 8, ‘Definition of accounting estimates’ January 1, 2023
Amendments to IAS 12, ‘Deferred tax related to assets and liabilities January 1, 2023
arising from a single transaction’

The above standards and interpretations have no significant impact to the Company’s financial condition and financial performance based on the Company’s assessment.

(3) IFRSs issued by IASB but not yet endorsed by the FSC

New standards, interpretations and amendments issued by IASB but not yet included in the IFRSs as endorsed by the FSC are as follows:

==> picture [469 x 31] intentionally omitted <==

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

Effective date by
New Standards, Interpretations and Amendments IASB
----- End of picture text -----

New Standards,Interpretations andAmendments Effective date by
IASB
Amendments to IFRS 10 and IAS 28, ‘Sale or contribution of assets To be determined by
between an investor and its associate or joint venture’ IASB
Amendments to IFRS 16, ‘Lease liability in a sale and leaseback’ January 1, 2024
IFRS 17, ‘Insurance contracts’ January 1, 2023
Amendments to IFRS 17, 'Insurance contracts' January 1, 2023
Amendment to IFRS 17, 'Initial application of IFRS 17 and IFRS 9 – January 1, 2023
comparative information'
Amendments to IAS 1, ‘Classification of liabilities as current or non- January 1, 2024
current’
Amendments to IAS 1, ‘Non-current liabilities with covenants’ January 1, 2024

The above standards and interpretations have no significant impact to the Company’s financial condition and financial performance based on the Company’s assessment.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies applied in the preparation of these parent company only financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.

(1) Compliance statement

The parent company only financial statements of the Company have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

(2) Basis of preparation

  • A. Except for the following items, the paren t company only financial statements have been prepared under the historical cost convention:

  • (a) Financial assets at fair value through profit or loss.

  • (b) Financial assets at fair value through other comprehensive income.

  • (c) Defined benefit liabilities recognised based on the net amount of pension fund assets less present value of defined benefit obligation.

~241~
  • B. The preparation of financial statements in conformity with International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the FSC (collectively referred herein as the IFRSs ) requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the parent company only financial statements are disclosed in Note 5, ‘CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND KEY SOURCES OF ASSUMPTION UNCERTAINTY’.

  • (3) Foreign currency translation

  • Items included in the financial statements are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The parent company only financial statements are presented in New Taiwan dollars, which is the Company’s functional and presentation currency.

  • A. Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions are recognised in profit or loss in the period in which they arise.

  • B. Monetary assets and liabilities denominated in foreign currencies at the period end are re-translated at the exchange rates prevailing at the balance sheet date. Exchange differences arising upon re-translation at the balance sheet date are recognised in profit or loss.

  • C. Non-monetary assets and liabilities denominated in foreign currencies held at fair value through profit or loss are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognised in profit or loss. Non-monetary assets and liabilities denominated in foreign currencies held at fair value through other comprehensive income are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognised in other comprehensive income. However, non-monetary assets and liabilities denominated in foreign currencies that are not measured at fair value are translated using the historical exchange rates at the dates of the initial transactions.

  • D. All other foreign exchange gains and losses based on the nature of those transactions are presented in the statement of comprehensive income within other gains and losses.

  • (4) Classification of current and non-current items

  • A. Assets that meet one of the following criteria are classified as current assets; otherwise they are classified as non-current assets:

    • (a) Assets arising from operating activities that are expected to be realised, or are intended to be sold or consumed within the normal operating cycle;

    • (b) Assets held mainly for trading purposes;

    • (c) Assets that are expected to be realised within 12 months from the balance sheet date;

~242~
  • (d) Cash and cash equivalents, excluding restricted cash and cash equivalents and those that are to be exchanged or used to settle liabilities more than twelve months after the balance sheet date.

  • B. Liabilities that meet one of the following criteria are classified as current liabilities; otherwise they are classified as non-current liabilities:

  • (a) Liabilities that are expected to be settled within the normal operating cycle;

  • (b) Liabilities arising mainly from trading activities;

  • (c) Liabilities that are to be settled within 12 months from the balance sheet date;

  • (d) Liabilities for which the repayment date cannot be extended unconditionally to more than twelve months after the balance sheet date. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

(5) Cash equivalents

  • A. Cash equivalents refer to short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

  • B. Time deposits and repurchase bonds that meet the definition above and are held for the purpose of meeting short-term cash commitments in operations are classified as cash equivalents.

  • (6) Financial assets at fair value through profit or loss

  • A. Financial assets at fair value through profit or loss are financial assets that are not measured at amortised cost or fair value through other comprehensive income.

  • B. On a regular way purchase or sale basis, financial assets at fair value through profit or loss are recognised and derecognised using trade date accounting.

  • C. At initial recognition, the Company measures the financial assets at fair value and recognises the transaction costs in profit or loss. The Company subsequently measures the financial assets at fair value, and recognises the gain or loss in profit or loss.

  • D. The Company recognises the dividend income when the right to receive payment is established, future economic benefits associated with the dividend will flow to the Company and the amount of the dividend can be measured reliably.

(7) Financial assets at amortised cost

  • A. Financial assets at a mortised cost are those that meet all of the following criteria:

  • (a) The objective of the Company’s business model is achieved by collecting contractual cash flows.

  • (b) The assets’ contractual cash flows represent solely payments of principal and interest.

  • B. The Company’s time deposits which do not fall under cash equivalents are those with a short maturity period and are measured at initial investment amount as the effect of discounting is immaterial.

(8) Financial assets at fair value through other comprehensive income

  • A. Financial assets at fair value through other comprehensive income comprise equity securities which are not held for trading, and for which the Company has made an irrevocable election at
~243~

initial recognition to recognise changes in fair value in other comprehensive income.

  • B. On a regular way purchase or sale basis, financial assets at fair value through other comprehensive income are recognised and derecognised using trade date accounting.

  • C. At initial recognition, the Company measures the financial assets at fair value plus transaction costs. The Company subsequently measures the financial assets at fair value:

  • The changes in fair value of equity investments that were recognised in other comprehensive income are reclassified to retained earnings and are not reclassified to profit or loss following the derecognition of the investment. Dividends are recognised as revenue when the right to receive payment is established, future economic benefits associated with the dividend will flow to the Company and the amount of the dividend can be measured reliably.

(9) Accounts and notes receivable

  • A. Accounts and notes receivable entitle the Company a legal right to receive consideration in exchange for transferred goods or rendered services.

  • B. The short-term accounts and notes receivable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.

(10) Inventories

  • Inventories are stated at the lower of cost and net realisable value. Cost is determined using the weighted-average method. The cost of finished goods and work in process comprises raw materials, direct labour, other direct costs and related production overheads (allocated based on normal operating capacity). It excludes borrowing costs. The item by item approach is used in applying the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated cost of completion and applicable variable selling expenses. If the cost exceeds net realisable value, valuation loss is accrued and recognised in operating costs. If the net realisable value reverses, valuation is eliminated within credit balance and is recognised as deduction of operating costs.

(11) Impairment of financial assets

  • For financial assets at amortised cost, at each reporting date, the Company recognises the impairment provision for 12 months expected credit losses if there has not been a significant increase in credit risk since initial recognition or recognises the impairment provision for the lifetime expected credit losses (ECLs) if such credit risk has increased since initial recognition after taking into consideration all reasonable and verifiable information that includes forecasts. On the other hand, for accounts receivable that do not contain a significant financing component, the Company recognises the impairment provision for lifetime ECLs.

(12) Derecognition of financial assets

The Company derecognises a financial asset when the contractual rights to receive the cash flows from the financial asset expire.

~244~

(13) Leasing arrangements (lessor) operating leases

Lease income from an operating lease (net of any incentives given to the lessee) is recognised in profit or loss on a straight-line basis over the lease term.

(14) Investments accounted for under equity method / subsidiaries and associates

  • A. Subsidiaries are all entities controlled by the Company. The Company controls an entity when the Company is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

  • B. Unrealised gains or losses occurred on the transactions between the Company and subsidiaries have been eliminated. The accounting policies of the subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Company.

  • C. The Company’s share of its subsidiaries’ post-acquisition profits or losses is recognised in profit or loss, and its share of post-acquisition movements in other comprehensive income is recognised in other comprehensive income. When the Company’s share of losses in a subsidiary equals or exceeds its interest in the subsidiary, the Company continues to recognise losses proportionate to its ownership.

  • D. If changes in the Company’s shares in subsidiaries do not result in loss in control (transactions with non-controlling interest), transactions shall be considered as equity transactions, which are transactions between owners. Difference of adjustment of non-controlling interest and fair value of consideration paid or received is recognised in equity.

  • E. Associates are all entities over which the Company has significant influence but not control. In general, it is presumed that the investor has significant influence, if an investor holds, directly or indirectly 20 percent or more of the voting power of the investee. Investments in associates are accounted for under the equity method and are initially recognised at cost.

  • F. The Company’s share of its associates’ post-acquisition profits or losses is recognised in profit or loss, and its share of post-acquisition movements in other comprehensive income is recognised in other comprehensive income. When the Company’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Company does not recognise further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate.

  • G. When changes in an associate’s equity do not arise from profit or loss or other comprehensive income of the associate and such changes do not affect the Company’s ownership percentage of the associate, the Company recognises the Company’s share of change in equity of the associate in ‘capital surplus’ in proportion to its ownership.

  • H. Unrealised gains on transactions between the Company and its associates are eliminated to the extent of the Company’s interest in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been adjusted where necessary to ensure consistency with the policies adopted by the Company.

~245~
  • I. In the case that an associate issues new shares and the Company does not subscribe or acquire new shares proportionately, which results in a change in the Company’s ownership percentage of the associate but maintains significant influence on the associate, then ‘capital surplus’ and ‘investments accounted for under equity method’ shall be adjusted for the increase or decrease of its share of equity interest. If the above condition causes a decrease in the Company’s ownership percentage of the associate, in addition to the above adjustment, the amounts previously recognised in other comprehensive income in relation to the associate are reclassified to profit or loss proportionately on the same basis as would be required if the relevant assets or liabilities were disposed of.

  • J. When the Company disposes its investment in an associate and loses significant influence over this associate, the amounts previously recognised in other comprehensive income in relation to the associate, are reclassified to profit or loss, on the same basis as would be required if the relevant assets or liabilities were disposed of. If it retains significant influence over this associate, the amounts previously recognised in other comprehensive income in relation to the associate are reclassified to profit or loss proportionately in accordance with the aforementioned approach.

  • K. When the Company disposes its investment in an associate and loses significant influence over this associate, the amounts previously recognised as capital surplus in relation to the associate are transferred to profit or loss. If it retains significant influence over this associate, the amounts previously recognised as capital surplus in relation to the associate are transferred to profit or loss proportionately.

  • L. Pursuant to the Regulations Governing the Preparation of Financial Reports by Securities Issuers, profit (loss) of the current period and other comprehensive income in the parent company only financial statements shall equal to the amount attributable to owners of the parent in the financial statements prepared with basis for consolidation. Owners’ equity in the parent company only financial statements shall equal to equity attributable to owners of the parent in the financial statements prepared with basis for consolidation.

  • (15) Property, plant and equipment

  • A. Property, plant and equipment are initially recorded at cost. Borrowing costs incurred during the construction period are capitalised.

  • B. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.

  • C. Land is not depreciated. Other property, plant and equipment apply cost model and are depreciated using the straight-line method to allocate their cost over their estimated useful lives. Each part of an item of property, plant, and equipment with a cost that is significant in relation to the total cost of the item must be depreciated separately.

~246~
  • D. The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each financial year-end. If expectations for the assets’ residual values and useful lives differ from previous estimates or the patterns of consumption of the assets’ future economic benefits embodied in the assets have changed significantly, any change is accounted for as a change in estimate under IAS 8, ‘Accounting Policies, Changes in Accounting Estimates and Errors’, from the date of the change. The estimated useful lives of property, plant and equipment are as follows:
re as follows:
Assets
Buildings (including auxiliary equipment)
Machinery and equipment
Utility equipment
Transportation equipment
Office equipment
Other equipment
Useful Life
2
60 years
2
15 years
3
20 years
2
15 years
2
9 years
2
15 years
  • (16) Leasing arrangements (lessee) right-of-use assets / lease liabilities

  • A. Leases are recognised as a right-of-use asset and a corresponding lease liability at the date at which the leased asset is available for use by the Company. For short-term leases or leases of low-value assets, lease payments are recognised as an expense on a straight-line basis over the lease term.

  • B. Lease liabilities include the net present value of the remaining lease payments at the commencement date, discounted using the incremental borrowing interest rate. Lease payments are comprised of fixed payments, less any lease incentives receivable. The Company subsequently measures the lease liability at amortised cost using the interest method and recognises interest expense over the lease term. The lease liability is remeasured and the amount of remeasurement is recognised as an adjustment to the right-of-use asset when there are changes in the lease term or lease payments and such changes do not arise from contract modifications.

  • C. At the commencement date, the right-of-use asset is stated at cost comprising the following: (a) The amount of the initial measurement of lease liability; and

    • (b) Any lease payments made at or before the commencement date.

    • The right-of-use asset is measured subsequently using the cost model and is depreciated from the commencement date to the earlier of the end of the asset’s useful life or the end of the lease term. When the lease liability is remeasured, the amount of remeasurement is recognised as an adjustment to the right-of-use asset.

  • D. For lease modifications that decrease the scope of the lease, the lessee shall decrease the carrying amount of the right-of-use asset and remeasure the lease liability to reflect the partial or full termination of the lease, and recognise the difference in profit or loss.

(17) Investment property

An investment property is stated initially at its cost and measured subsequently using the cost model.

~247~

Except for land, investment property is depreciated on a straight-line basis over its estimated useful life of 60 years.

(18) Intangible assets

  • A. Patents

Patents is stated at cost and amortised on a straight-line basis over its estimated useful life of 5 ~ 10 years.

  • B. Computer software

  • Computer software is stated at cost and amortised on a straight-line basis over its estimated useful life of 3 ~ 10 years.

(19) Impairment of non-financial assets

  • A. The Company assesses at each balance sheet date the recoverable amounts of those assets where there is an indication that they are impaired. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell or value in use. Except for goodwill, when the circumstances or reasons for recognising impairment loss for an asset in prior years no longer exist or diminish, the impairment loss is reversed. The increased carrying amount due to reversal should not be more than what the depreciated or amortised historical cost would have been if the impairment had not been recognised.

  • B. The recoverable amounts of goodwill has not yet been available for use are evaluated periodically. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. Impairment loss of goodwill previously recognised in profit or loss shall not be reversed in the following years.

  • C. For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the cash-generating units, or groups of cash-generating units, that is/are expected to benefit from the synergies of the business combination. Each unit or group of units to which the goodwill is allocated represents the lowest level within the entity at which the goodwill is monitored for internal management purposes. Goodwill is monitored at the operating segment level.

(20) Borrowings

  • Borrowings comprise short-term bank borrowings. Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest method.

(21) Notes and accounts payable

  • A. Accounts payable are liabilities for purchases of raw materials, goods or services and notes payable are those resulting from operating and non-operating activities.

  • B. The short-term notes and accounts payable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.

~248~

(22) Derecognition of financial liabilities

A financial liability is derecognised when the obligation in the contract is discharged or cancelled or expires.

(23) Employee benefits

  • A. Short-term employee benefits

Short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in respect of service rendered by employees in a period and should be recognised as expenses in that period when the employees render service.

  • B. Pensions

(a) Defined contribution plan

For defined contribution plan, the contributions are recognised as pension expenses when they are due on an accrual basis. Prepaid contributions are recognised as an asset to the extent of a cash refund or a reduction in the future payments.

  • (b) Defined benefit plan

    • i. Net obligation under a defined benefit plan is defined as the present value of an amount of pension benefits that employees will receive on retirement for their services with the Company in current period or prior periods. The liability recognised in the balance sheet in respect of defined benefit pension plan is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets. The net defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The rate used to discount is determined by using interest rates of government bonds of a currency and term consistent with the currency and term of the employment benefit obligations.

    • ii. Remeasurements arising on defined benefit plans are recognised in other comprehensive income in the period in which they arise and are recorded as retained earnings.

  • C. Employees’ compensation and directors’ and supervisors’ remuneration

  • Employees’ remuneration and directors’ and supervisors’ remuneration are recognised as expenses and liability, provided that such recognition is required under legal or constructive obligation and those amounts can be reliably estimated. Any difference between the resolved amounts and the subsequently actual distributed amounts is accounted for as changes in estimates. If employees’ compensation is distributed by shares, the Company calculates the number of shares based on the closing price at the previous day of the board meeting resolution.

(24) Income tax

  • A. The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or items recognised directly in equity, in which cases the tax is recognised in other comprehensive income or equity.

  • B. The current income tax expense is calculated on the basis of the tax laws enacted or

~249~

substantively enacted at the balance sheet date in the countries where the Company operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in accordance with applicable tax regulations. It establishes provisions where appropriate based on the amounts expected to be paid to the tax authorities. An additional tax is levied on the unappropriated retained earnings and is recorded as income tax expense in the year the stockholders resolve to retain the earnings.

  • C. Deferred tax is recognised, using the balance sheet liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the parent company only balance sheet. However, the deferred tax is not accounted for if it arises from initial recognition of goodwill or of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the Company and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax is determined using tax rates and laws that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.

  • D. Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. At each balance sheet date, unrecognised and recognised deferred tax assets are reassessed.

  • E. Current income tax assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. Deferred tax assets and liabilities are offset on the balance sheet when the entity has the legally enforceable right to offset current tax assets against current tax liabilities and they are levied by the same taxation authority on either the same entity or different entities that intend to settle on a net basis or realise the asset and settle the liability simultaneously

  • F. A deferred tax asset shall be recognised for the carryforward of unused tax credits resulting from research and development expenditures, etc., to the extent that it is possible that future taxable profit will be available against which the unused tax credits can be utilised.

(25) Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds.

(26) Dividends

Cash dividends are recorded as liabilities in the Company’s financial statements in the period in which they are resolved by the Board of Directors. Stock dividends are recorded as stock dividends to be distributed in which they are resolved by the Company’s shareholders and are reclassified to ordinary shares on the effective date of new shares issuance.

~250~

(27) Revenue recognition

  • A. Sales of goods

  • (a) The Company manufactures and sells human pharmaceuticals, etc. 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. Delivery occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred to the customer, and either the customer has accepted the products in accordance with the sales contract, or the Company has objective evidence that all criteria for acceptance have been satisfied.

  • (b) Goods are often sold with discounts and allowances based on the price spread given by the National Health Insurance. Revenue is recognised based on the price specified in the contract, net of the estimated sales discounts and allowances. Reversal of accounts receivable is recognised for expected sales discounts and allowances payable to customers in relation to sales made until the end of the reporting period. The terms of sales transactions are set individually with each clients and usually are made with cash payment in 2 months after billings, or to obtain cheques with a maturity of 4~6 months upon billings. As the time interval between the transfer of committed goods or service and the payment of customer does not exceed one year, the Company does not adjust the transaction price to reflect the time value of money.

  • (c) A receivable is recognised when the goods are delivered as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due.

  • B. Rendering of services

  • (a) The Company provides processing services. Revenue from providing services is recognised in the accounting period in which the services are rendered. For fixed price contracts, revenue is recognised based on the actual service provided to the end of the balance sheet date as a proportion of the total services to be provided.

  • (b) The Company’s estimate about revenue, costs and progress towards complete satisfaction of a performance obligation is subject to a revision whenever there is a change in circumstances. Any increase or decrease in revenue or costs due to an estimate revision is reflected in profit or loss during the period when the management become aware of the changes in circumstances.

  • C. Incremental costs of obtaining a contract

  • Given that the contractual period lasts less than one year, the Company recognises the incremental costs of obtaining a contract as an expense when incurred although the Company expects to recover those costs.

~251~

5. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND KEY SOURCES OF ASSUMPTION UNCERTAINTY

The preparation of these parent company only financial statements requires management to make critical judgements in applying the Company’s accounting policies and make critical assumptions and estimates concerning future events. Assumptions and estimates may differ from the actual results and are continually evaluated and adjusted based on historical experience and other factors. Such assumptions and estimates have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, and the related information is addressed below:

(1) Critical judgements in applying the Company’s accounting policies

  • None.

(2) Critical accounting estimates and assumptions

  • A. Valuation of inventories

  • (a) As inventories are stated at the lower of cost and net realisable value, the Company must determine the net realisable value of inventories on balance sheet date using judgements and estimates. Due to the influence of different market demand and expiration date, etc., the Company evaluates the amounts of normal inventory consumption, obsolete inventories or inventories without market selling value on balance sheet date, and writes down the cost of inventories to the net realisable value. Such an evaluation of inventories is principally based on the demand for the products within the specified period in the future. Therefore, there might be material changes to the valuation.

  • (b) As of December 31, 2022, the carrying amount of inventories was $562,398.

  • B. Financial assets-fair value measurement of unlisted stocks without active market

  • (a) The fair value of unlisted stocks held by the Company that are not traded in an active market is determined considering those companies’ recent funding raising activities and technical development status, fair value assessment of other companies of the same type, market conditions and other economic indicators existing on balance sheet date. Any changes in these judgements and estimates will impact the fair value measurement of these unlisted stocks. Please refer to Note 12(3) for the financial instruments fair value information.

  • (b) As of December 31, 2022, the carrying amount of unlisted stocks without active market was $104,053.

~252~

6. DETAILS OF SIGNIFICANT ACCOUNTS

(1) Cash and cash equivalents

Cash:
Revolving funds and petty cash
Checking accounts and demand deposits
Cash equivalents:
Time deposits
Repurchase bonds
December31,2022
December31,2021
6,523
$
6,646
$
121,299
198,128
127,822

204,774
648,054

269,224
82,376
195,877
730,430
465,101

858,252
$
669,875
$
  • A. The Company transacts with a variety of financial institutions all with high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote.

  • B. As of December 31, 2022 and 2021, the Company has no cash and cash equivalents pledged to others.

(2) Financial assets at fair value through profit or loss

others.
Financial assets at fair value through profit or loss
Current items:
Financial assets mandatorily measured at fair
value through profit or loss
Unlisted stocks
Valuation adjustment
Non-current items:
Financial assets mandatorily measured at fair
value through profit or loss
Emerging stocks
Unlisted stocks
Valuation adjustment
December31,2022 December31,2021
12,000
$
12,000)
(
-
$
1,603
$
11,300
12,903
2,342)
(
10,561
$
12,000
$
12,000)
(
-
$
1,603
$
11,300
12,903
3,054)
(
9,849
$
  • A. The Company recognised net gain (listed as “Other gains and losses”) of $712 and $108 for the years ended December 31, 2022 and 2021, respectively.

  • B. As of December 31, 2022 and 2021, the Company has no financial assets at fair value through profit or loss pledged to others.

  • C. Information relating to credit risk of financial assets at fair value through profit or loss is

~253~

provided in Note 12(2), ‘Financial instruments’.

(3) Financial assets at fair value through other comprehensive income - non-current

December31,2022
Equity instruments
Listed stocks
163,989
$
Unlisted stocks
63,295
227,284
Valuation adjustment
21,082

248,366
$
December31,2021
120,704
$
63,295

183,999
41,275

225,274
$
  • A. The Company has elected to classify equity instruments that are considered to be strategic investments as financial assets at fair value through other comprehensive income. Without taking into account any collateral held or other credit enhancements, the maximum exposure to credit risk in respect of the amount that best represents the financial assets at fair value through other comprehensive income held by the Company was its book value.

  • B. The Company participated in cash capital increase of SYN-TECH CHEM. & PHARM. CO., LTD. (SYN-TECH) by investing cash of $256,939 and obtained a total of 4,282 thousand shares on December 8, 2021, which resulted in the increase of shareholding from 10.61% to 18.65% and becoming SYN-TECH’s single largest corporate shareholder. Through comprehensive assessment and together with another major shareholder, the Company has the ability to direct SYN-TECH’s relevant activities and therefore obtain substantial control over SYN-TECH from the date. Based on the aforementioned transaction, the Company transferred financial assets at fair value through other comprehensive income - non-current in the amount of $212,034 to investments accounted for under equity method, and reclassified unrealised gain amounting to $102,226 to retained earnings.

  • C. The Company disposed financial assets at fair value through other comprehensive income in the amount of $23,305 and $18,921 for the years ended December 31, 2022 and 2021, respectively. This resulted in cumulative gain on disposal amounting to $5,985 and $9,513, which was reclassified to retained earnings for the years ended December 31, 2022 and 2021, respectively.

  • D. The Company recognised ($14,235) and ($14,673) in other comprehensive income in relation to fair value change for the years ended December 31, 2022 and 2021, respectively.

  • E. The Company recognised dividend income of $9,604 and $17,943 in profit or loss (listed as ‘Other income’) in relation to the financial assets at fair value through other comprehensive income for the years ended December 31, 2022 and 2021, respectively.

  • F. As of December 31, 2022 and 2021, the Company has no financial assets at fair value through other comprehensive income pledged to others.

  • G. Information relating to credit risk of financial assets at fair value through other comprehensive income is provided in Note 12(2), ‘Financial instruments’.

~254~

(4) Notes and accounts receivable

Notes and accounts receivable
December 31,2022 December 31,2021
Notes receivable $ 100,411 $ 101,981
Accounts receivable $ 537,951
$ 543,578
Less: Allowance for uncolletible accounts ( 4,256)
( 5,093)
$ 533,695 $ 538,485

A.The ageing analysis of notes and accounts receivable is as follows:

Notes receivable:
Within the credit period
Accounts receivable:
Within the credit period
Overdue up to 90 days
Overdue 91 to 180 days
Overdue 181 to 270 days
December31,2022

100,411
$
501,902
$
14,596
21,451
2

537,951
$
December31,2021
101,981
$
507,251
$
25,198

11,129

-
543,578
$

The above ageing analysis was based on days overdue.

  • B. As of December 31, 2022 and 2021, notes and accounts receivable were all from contracts with customers. As of January 1, 2021, the balance of receivables from contracts with customers amounted to $618,539.

  • C. Without taking into account any collateral held or other credit enhancements, the maximum exposure to credit risk in respect of the amount that best represents the Company’s notes and accounts receivable were its book value.

  • D. As of December 31, 2022 and 2021, the Company has no notes and accounts receivable pledged to others.

  • E. Information relating to credit risk of notes and accounts receivable is provided in Note 12(2), ‘Financial instruments’.

(5) Other receivables

‘Financial instruments’.
Other receivables
Claims receivable
Receivables from disposal of other non-current assets
Others
December 31, 2022
61,693
$
-
10,597
72,290
$
December 31, 2021

61,693
$
38,364
91,413
191,470
$

(Note) The Company was affected by the fire incident in the neighbouring subsidiary SYN-TECH CHEM & PHARM CO., LTD. (SYN-TECH) on May 20, 2021, which resulted in the damage of certain property, plant and equipment, and inventories and therefore interrupting part of the operations. The Company had derecognised some

~255~

damaged property, plant and equipment and inventories amounting to $61,693 and $4,608, respectively. The total loss as a result of the fire incident was $66,301 for the year ended December 31, 2021. The Company had obtained property insurance for its property, plant and equipment. The insurance company is currently handling the follow-up indemnity and claim procedures with the assistance of its commissioned third-party notaries. The Company has inspected some purchasing contract of the assets and after consideration of Consumer Price Index, calculated the replacement cost that could be covered by the insurance based on external information. The Company recognised indemnity income at $66,301 limited to the loss of each property for the year ended December 31,2021. For the year ended December 31, 2022, since the insurance company had checked part of the damaged property, the Company received insurance claims of $4,608, with remaining of $61,693 awaiting further settlement from the insurance company.

(6) Inventories

Inventories
Merchandise
Raw materials
Supplies
Work in process
Finished goods
Merchandise
Raw materials
Supplies
Work in process
Finished goods
December31,2022
Allowance for
Cost
valuation loss
48,366
$
44)
($
185,304
2,861)
(
37,174

550)
(
76,836
-

227,347

9,174)
(
575,027
$
12,629)
($
December31,2021
Book value
48,322
$
182,443
36,624
76,836
218,173
562,398
$
Allowance for
Cost
valuation loss
44,392
$
34)
($
195,142
9,422)
(
28,034
284)
(
34,772
220)
(
244,380
6,476)
(
546,720
$
16,436)
($
Bookvalue
44,358
$
185,720
27,750
34,552
237,904
530,284
$
~256~

The cost of inventories recognised as expenses for the year:

Forthe years ended Forthe years ended December31,
2022 2021
Cost of goods sold $ 1,443,966
$ 1,443,838
Loss on scrapped inventories 13,673
12,362
(Gain on reversal of) loss on decline in market
value (Note 1) ( 3,807)
7,403
Underapplied fixed manufacturing overhead - 4,059
Gain on physical inventory ( 741)
( 581)
$ 1,453,091
$ 1,467,081
Fire losses (listed as "Other gains and losses")
(Note 2) $ -
$ 4,608

(Note 1) For the year ended December 31, 2022, the Company reversed a previous inventory

write-down which was accounted for as reduction of operating costs as these items were subsequently sold or disposed.

(Note 2) Refer to Note 6(5), ‘Other receivables’.

~257~

(7) Investments accounted for under equity method

A. Movements of investments accounted for under equity method:

Forthe years endedDecember31, Forthe years endedDecember31, Forthe years endedDecember31,
2022 2021
At January 1 $ 2,413,208
$ 1,818,599
Acquisition of investments accounted for under
equity method (Note 1)(Note 2) 260,190
527,546
Disposal of investments accounted for under
equity method ( 9,156)
-
Share of profit or loss of investments accounted
for under equity method 205,039
120,622
Earnings distribution of investments accounted
for under equity method ( 74,066)
( 44,280)
Capital surplusDifference between
the price for acquisition or disposal of
subsidiaries and carrying amount 3,521 ( 77)
Capital surplusChanges in net equity of
associates and joint ventures accounted
for under equity method 3,744 1,068
Capital surplusOverdue cash dividends payable
of subsidiaries 46 -
Other equity interestFinancial statements
translation differences of foreign operations 14,492 ( 4,186)
Other equity interestUnrealised gain or loss
on valuation of financial assets 95 ( 9,036)
Retained earningsActuarial losses of defined
benefit plan 3,775 333
Retained earningsDisposal of financial assets
at fair value through other comprehensive
income -
2,619
At December 31 $ 2,820,888
$ 2,413,208
December31,2022 December31,2021
Subsidiaries $ 2,553,404
$ 2,177,234
Associates 267,484 235,974
$ 2,820,888
$ 2,413,208

(Note 1) The Company implements its work-division and resource integration, to enhance competitiveness and business performance through spin-off of its synthesis department to its subsidiary SYN-TECH CHEM & PHARM CO., LTD. (SYN-TECH) after the resolution by the Board of Directors on March 16, 2021. The Company will receive newly issued common stock of SYN-TECH as consideration. The effective date was set on July 1, 2022. The information on the effective date is as follows:

~258~
July1,2022
Assets acquired from spin-off:
Cash $ 6,973
Investments accounted for under equity method 208,627
$ 215,600
Identifiable assets and liabilities of the synthesis department:
Inventories $ 29,790
Other current assets 19,926
Property, plant and equipment 119,962
Other non-current assets 60,163
Current liabilities ( 22,976)
$ 206,865
Difference between consideration received and identifiable net
asset under spin-off
(Listed as "Capital surplus - additional paid-in capital") $ 8,735

(Note 2) Acquisition amounting to $212,034 was transferred from financial assets at fair value through other comprehensive income – non-current. For the detailed information, refer to Note 6(3), ‘Financial assets at fair value through other comprehensive income – non-current’.

  • B. Details of investments accounted for under equity method are as follows:
Standard Pharmaceutical Co., Ltd.
Chia Scheng Investment Co., Ltd.
STANDARD CHEM. & PHARM.
PHILIPPINES, INC.
Inforight Technology Co., Ltd.
Souriree Biotech & Pharm. Co., Ltd.
Multipower Enterprise Corp.
Advpharma Inc.
Syngen Biotech Co., Ltd.
SYN-TECH CHEM. & PHARM. CO., LTD.
Ho Yao Biopharm Co., LTD.
Shanghai Standard Pharmaceuticals Co., Ltd.
WE CAN MEDICINES CO., LTD.
Taiwan Biosim Co., Ltd.
December31,2022
181,720
$
11,003
314
4,212
41,483
337,397
266,798
910,035
758,751
38,417
3,274
235,502
31,982
2,820,888
$
December31,2021
184,815
$
10,835
530
3,697
32,080
347,322
275,805
808,183
513,967
-
-
205,362
30,612
2,413,208
$
  • C. Information on the Company's subsidiaries is provided in Note 4(3) of the Company's 2022 consolidated financial statements.
~259~

D. Associate:

  • (a) The basic information of the associate that is material to the Company is as follows:
Shareholdingratio
Principal place December 31,
Companyname of business 2022
2021
WE CAN MEDICINES CO., LTD. Taiwan 32.89%
33.61%
  • (b) The summarised financial information of the associate that is material to the Company is as follows:

  • i. Balance sheets

lows:
Balance sheets
December31,2022 December 31, 2021
Current assets $ 1,154,634
$ 994,918
Non-current assets 1,421,200 1,215,304
Current liabilities ( 900,340)
( 776,113)
Non-current liabilities ( 883,805)
( 749,573)
Total net assets $ 791,689
$ 684,536
Share in associate's net assets $ 260,387
$ 230,073
Unrealised loss from transactions
with associate ( 24,885)
( 24,711)
Carrying amount of the associate $ 235,502
$ 205,362

ii. Statements of comprehensive income

Statements of comprehensive income
Revenue
Net income for the year
Total comprehensive income for the year
For theyears ended December31,
2022
3,302,732
$
100,054
$
103,045
$
2021
2,794,071
$
38,794
$
39,012
$
  • (c) As of December 31, 2022 and 2021, the carrying amount of the Company’s individually immaterial associates amounted to $31,982 and $30,612, respectively. The share in associate’s financial performance is as follows:
financial performance is as follows:
Net income (loss) for the year
Total comprehensive income (loss) for the
year
Forthe years endedDecember31,
2022
2021
1,370
$
8,837)
($
1,370
$
8,837)
($
2021
  • E. For the years ended December 31, 2022 and 2021, the details of the Company’s equity transactions are provided in Note 7, “ Related party transactions”.

  • F. As of December 31, 2022 and 2021, the Company has no investments accounted for under equity method pledged to others.

~260~

(8) Property, plant and equipment

AtJanuary1,2022
Cost
Accumulated depreciation
For the year ended
December31,2022
At January 1
Additions-cost
Transfer-cost (Note 1)
Transfer-accumulated
depreciation (Note 1)
Depreciation
Spin-off -cost (Note 2)
Fire lo ss-accumulated
depreciation
(Note 2)
Disposals-cost
Disposals-accumulated
depreciation
At December 31
At December31,2022
Cost
Accumulated depreciation
Utility
Transportation
Office
Other
Construction
Land
Buildings
Machinery
equipment
equipment
equipment
equipment
inprocess
Total
314,060
$
890,918
$
848,038
$
148,329
$
20,579
$
33,981
$
328,932
$
33,815
$
2,618,652
$
-
572,212)
(
692,601)
(
116,688)
(
15,422)
(
26,009)
(
229,306)
(
-
1,652,238)
(
314,060
$
318,706
$
155,437
$
31,641
$
5,157
$
7,972
$
99,626
$
33,815
$
966,414
$
314,060
$
318,706
$
155,437
$
31,641
$
5,157
$
7,972
$
99,626
$
33,815
$
966,414
$
90
15,445
13,262
-
909

1,434
45,538
95,115
171,793
6,919
64,804
23,699
-
-
894
12,891
( 33,051)
76,156
-
1,148
-
-
-

-
-
-
1,148
-
27,080)
(
34,289)
(
6,346)
(
1,271)
(
1,975)
(
19,698)
(
-
90,659)
(
-
24,620)
(
64,230)
(
12,176)
(
3,140)
(
282)
(
31,792)
(
( 83,091)
219,331)
(
-
14,449
48,171
8,607
1,747
145
26,250
-
99,369
-
12,257)
(
12,093)
(
-
434)
(
214)
(
14,470)
(
-
39,468)
(
-
11,653
11,359
-
434
214
13,973
-

37,633
321,069
$
362,248
$
141,316
$
21,726
$
3,402
$
8,188
$
132,318
$
12,788
$
1,003,055
$
321,069
$
934,290
$
808,676
$
136,153
$
17,914
$
35,813
$
341,099
$
12,788
$
2,607,802
$
-
572,042)
(
667,360)
(
114,427)
(
14,512)
(
27,625)
(
208,781)
(
-
1,604,747)
(
321,069
$
362,248
$
141,316
$
21,726
$
3,402
$
8,188
$
132,318
$
12,788
$
1,003,055
$
Total

(Note 1) Including transfer of $94,299 from “Prepayments for equipment” and transfer of $16,995 to “Investment property, net”. (Note 2) Refer to Note 6(7), “Investments accounted for under equity method”.

~261~
AtJanuary1,2021
Cost
Accumulated depreciation
For the year ended
December31,2021
At January 1
Additions-cost
Transfer-cost (Note 1)
Transfer-accumulated
depreciation
Depreciation
Fire loss-cost (Note 2)
-accumulated
depreciation
(Note 2)
Disposals-cost
Disposals-accumulated
depreciation
At December 31
At December31,2021
Cost
Accumulated depreciation
Utility
Transportation
Office
Other
Construction
Land
Buildings
Machinery
equipment
equipment
equipment
equipment
inprocess
Total
314,060
$
925,278
$
868,243
$
150,291
$
19,955
$
29,007
$
317,797
$
6,359
$
2,630,990
$
-
572,214)
(
677,087)
(
111,418)
(
14,147)
(
26,537)
(
215,691)
(
-
1,617,094)
(
314,060
$
353,064
$
191,156
$
38,873
$
5,808
$
2,470
$
102,106
$
6,359
$
1,013,896
$
314,060
$
353,064
$
191,156
$
38,873
$
5,808
$
2,470
$
102,106
$
6,359
$
1,013,896
$
-
3,118
15,035
1,326
249

4,395
13,725
28,717
66,565
-
1,796
36,732
474
375

2,904
2,956
1,261)
(
43,976
-
-
300)
(
-
-

9
291
-
-
-
24,458)
(
43,262)
(
6,756)
(
1,275)
(
1,759)
(
18,773)
(
-
96,283)
(
-
39,274)
(
71,743)
(
3,762)
(
-
1,808)
(
2,210)
(
-
118,797)
(
-
24,460
27,819
1,486
-
1,808
1,531
-
57,104
-
-

229)
(
-
-
517)
(
3,336)
(
-
4,082)
(
-
-

229
-
-
470
3,336
-
4,035
314,060
$
318,706
$
155,437
$
31,641
$
5,157
$
7,972
$
99,626
$
33,815
$
966,414
$
314,060
$
890,918
$
848,038
$
148,329
$
20,579
$
33,981
$
328,932
$
33,815
$
2,618,652
$
-
572,212)
(
692,601)
(
116,688)
(
15,422)
(
26,009)
(
229,306)
(
-
1,652,238)
(
314,060
$
318,706
$
155,437
$
31,641
$
5,157
$
7,972
$
99,626
$
33,815
$
966,414
$
Total

(Note 1) Transferred from “Prepayments for equipment”.

(Note 2) Refer to Note 6(5), ‘Other receivables’.

~262~
  • A. As of December 31, 2022 and 2021, the carrying amount of buildings and other equipment held for operating leases are as follows:
for operating leases are as follows:
Buildings
Other equipment
December31,2022
84
$
-
$
December31,2021
86
$
446
$
Buildings
Other equipment
84
$
$
-
$
$
86

446
B. Amount of borrowing costs capitalised as part of property, plant and equipment and the interest
rates for such capitalisation for the years ended December 31, 2022 and 2021 are as follows:
For the years ended December 31,
2022
2021
Capitalised interest payments 638
$
$
369
Interest rate 0.73%~1.02%
0.70%~0.77%
  • C. Refer to Note 6(7), ‘Investments accounted for under equity method’, for more information regarding property, plant and equipment transferred due to spin-off pf synthesis department in July 2022.

  • D. As of December 31, 2022 and 2021, the Company has no property, plant and equipment pledged to others.

(9) Leasing arrangements lessee

  • A. The Company leases various assets including land and buildings. Rental contracts are typically made for periods of 2 ~ 11 years. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose covenants, but leased assets may not be used as security for borrowing purposes.

  • B. The carrying amount of right-of-use assets and the depreciation are as follows:

Land
Buildings
Land
Buildings
December 31, 2022
December31,2021
Carrying amount
Carrying amount
3,449
$
3,656
$
12,262

14,090
15,711
$
17,746
$
Forthe years endedDecember31,
December31,2021
Carrying amount
3,656
$
14,090
17,746
$
2022
Depreciation
1,005
$
3,762
4,767
$
2021
Depreciation
1,007
$
3,710
4,717
$
  • C. The additions to right-of-use assets were $2,725 and $406 for the years ended December 31, 2022 and 2021, respectively.
~263~
  • D. The information on profit and loss accounts relating to lease contracts is as follows:

For the years ended December 31,

F orthe years ende dDe cember31,
2022 2021
Items affecting profit or loss
Interest expense on lease liabilities $ 197
$ 232
Expense on short-term lease contract 391 412
Expense on leases of low-value assets 458 290
Gain from lease modification ( 8)
-
  • E. The Company’s total cash outflow for leases was $5,888 and $5,404 for the years ended December 31, 2022 and 2021, respectively.

(10) Investment property, net

==> picture [471 x 266] intentionally omitted <==

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

Land Buildings Total
At January 1, 2022
Cost $ 43,295 $ 6,776 $ 50,071
-
Accumulated depreciation ( 3,864) ( 3,864)
$ 43,295 $ 2,912 $ 46,207
For the year ended December 31, 2022
At January 1 $ 43,295 $ 2,912 $ 46,207
Transfer-cost (Note) 16,188 1,955 18,143
-
-accumulated depreciation (Note) ( 1,148) ( 1,148)
-
Depreciation ( 215) ( 215)
At December 31 $ 59,483 $ 3,504 $ 62,987
At December 31, 2022
Cost $ 59,483 $ 8,731 $ 68,214
-
Accumulated depreciation ( 5,227) ( 5,227)
$ 59,483 $ 3,504 $ 62,987
----- End of picture text -----

(Note) Transferred from “Property, plant and equipment”.

~264~

==> picture [471 x 233] intentionally omitted <==

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

Land Buildings Total
At January 1, 2021
Cost $ 43,295 $ 6,776 $ 50,071
-
Accumulated depreciation ( 3,751) ( 3,751)
$ 43,295 $ 3,025 $ 46,320
For the year ended December 31, 2021
At January 1 $ 43,295 $ 3,025 $ 46,320
-
Depreciation ( 113) ( 113)
At December 31 $ 43,295 $ 2,912 $ 46,207
At December 31, 2021
Cost $ 43,295 $ 6,776 $ 50,071
-
Accumulated depreciation ( 3,864) ( 3,864)
$ 43,295 $ 2,912 $ 46,207
----- End of picture text -----

  • A. Rental income from investment property (listed as “Other income”) and direct operating expenses arising from investment property are as follows:
Rental income from investment property
Direct operating expenses of investment
properties with rental income
For the years ended December 31,
2022
5,189
$
215
$
2021
4,686
$
113
$
  • B. The fair value of the investment property held by the Company as of December 31, 2022 and 2021 was $116,656 and $68,685, respectively, which was valued from the actual real estate price registered on the Department of Land Administration website. The valuation is categorised within Level 2 in the fair value hierarchy.

  • C. No borrowing costs were capitalised as part of investment property for the years ended December 31, 2022 and 2021.

  • D. As of December 31, 2022 and 2021, the Company has no investment property pledged to others.

~265~

(11) Intangible assets

Intangible assets
Patents Software Total
At January1,2022
Cost $ 11,602
$ 29,814
$ 41,416
Accumulated amortisation ( 10,110) ( 24,681) ( 34,791)
$ 1,492
$ 5,133
$ 6,625
Forthe yearendedDecember31,2022
At January 1 $ 1,492
$ 5,133
$ 6,625
Additions - acquired separately - 3,564 3,564
Amortisation ( 866)
( 2,949)
( 3,815)
Spin-off-cost ( 400)
- ( 400)
-accumulated amortisation 400 - 400
At December 31 $ 626
$ 5,748
$ 6,374
At December31,2022
Cost $ 11,202
$ 33,378
$ 44,580
Accumulated amortisation ( 10,576) ( 27,630) ( 38,206)
$ 626
$ 5,748
$ 6,374
Patents Software Total
At January1,2021
Cost $ 11,602
$ 25,016
$ 36,618
Accumulated amortisation ( 9,244)
( 21,264)
( 30,508)
$ 2,358
$ 3,752
$ 6,110
For theyear ended December31,2021
At January 1 $ 2,358
$ 3,752
$ 6,110
Additions-acquired separately - 4,798 4,798
Amortisation ( 866)
( 3,417)
( 4,283)
At December 31 $ 1,492
$ 5,133
$ 6,625
AtDecember31,2021
Cost $ 11,602
$ 29,814
$ 41,416
Accumulated amortisation ( 10,110)
( 24,681)
( 34,791)
$ 1,492
$ 5,133
$ 6,625

A. No borrowing costs were capitalised as part of intangible assets for the years ended December 31, 2022 and 2021.

~266~

B. Details of amortisation on intangible assets are as follows:

Forthe years ended December31, December31,
2022 2021
Operating costs $ 226
$ 720
Selling expenses 895 915
General and administrative expenses 2,498 2,281
Research and development expenses 196 367
$ 3,815
$ 4,283

C. As of December 31, 2022 and 2021, the Company has no intangible assets pledged to others. (12) Short-term borrowings

December 31, 2022
Interest rate range
Unsecured bank borrowings
870,000
$
1.36%~1.78%
December 31, 2021
Interest rate range
Unsecured bank borrowings
710,500
$
0.57%~0.80%
Collateral
None
Collateral
None

Refer to Note 6(22), ‘Finance costs’ for more information regarding interest expenses recognised in profit or loss by the Company for the years ended December 31, 2022 and 2021.

(13) Pensions

  • A. The Company has a defined benefit pension plan in accordance with the Labour Standards Law, covering all regular employees’ service years prior to the enforcement of the Labour Pension Act on July 1, 2005 and service years thereafter of employees who chose to continue to be subject to the pension mechanism under the Law. Under the defined benefit pension plan, two units are accrued for each year of service for the first 15 years and one unit for each additional year thereafter, subject to a maximum of 45 units. Pension benefits are based on the number of units accrued and the average monthly salaries and wages of the last 6 months prior to retirement. The Company contributes monthly an amount equal to 5% of the employees’ monthly salaries and wages to the retirement fund deposited with Bank of Taiwan, the trustee, under the name of the independent retirement fund committee. Also, the Company would assess the balance in the aforementioned labour pension reserve account by December 31, every year. If the account balance is insufficient to pay the pension calculated by the aforementioned method to the employees expected to qualify for retirement in the following year, the Company will make contributions for the deficit by next March. Related information of pension paid under aforementioned plan is as follows:
~267~

(a) The amounts recognised in the balance sheet are as follows:

(b) Movements in defined benefit liability are as follows:
December31,2022
December31,2021
Present value of defined benefit obligations
450,254)
($
494,867)
($
Fair value of plan assets
302,484
298,533
Net defined benefit liability–non-current
147,770)
($
196,334)
($
Present value of
defined benefit
Fair value of
Net defined
obligation
planassets
benefitliability
For the year ended
December31,2022
At January 1
494,867)
($
298,533
$
196,334)
($
Current service cost
3,558)
(
-
3,558)
(
Interest (expense) income
3,420)
(
2,081
1,339)
(
Effect of pension plan curtailment
725
-
725

Effect of pension plan settlement
4,713
-
4,713

496,407)
(
300,614
195,793)
(
Remeasurements:
Return on plan assets (excluding
amounts included in interest
income or expense)
-
23,254
23,254
Change in financial assumptions
24,483
-
24,483
Experience adjustments
19,822)
(
-
19,822)
(
4,661
23,254
27,915
Pension fund contribution
-
12,454
12,454
Paid pension
41,492
33,838)
(
7,654
At December 31
450,254)
($
302,484
$
147,770)
($
~268~
Present value of Present value of
defined benefit Fair value of Net defined
obligation planassets benefitliability
For the year ended
December31,2021
At January 1 ($ 521,134)
$ 294,750
($ 226,384)
Current service cost ( 4,095)
- ( 4,095)
Interest (expense) income ( 1,541)
877 ( 664)
Effect of pension plan curtailment 811 - 811
( 525,959) 295,627 ( 230,332)
Remeasurements:
Return on plan assets (excluding
amounts included in interest
income or expense) - 4,283 4,283
Change in demographic
assumptions ( 1,036)
- ( 1,036)
Change in financial assumptions 402
- 402
Experience adjustments 14,810
- 14,810
14,176 4,283 18,459
Pension fund contribution - 15,204 15,204
Paid pension 16,916 ( 16,581) 335
At December 31 ($ 494,867)
$ 298,533
($ 196,334)

(c) The Bank of Taiwan was commissioned to manage the Fund of the Company’s defined benefit pension plan in accordance with the Fund’s annual investment and utilisation plan and the “Regulations for Revenues, Expenditures, Safeguard and Utilisation of the Labour Retirement Fund” (Article 6: The scope of utilisation for the Fund includes deposit in domestic or foreign financial institutions, investment in domestic or foreign listed, over-the-counter, or private placement equity securities, investment in domestic or foreign real estate securitisation products, etc.). With regard to the utilisation of the Fund, its minimum earnings in the annual distributions on the final financial statements shall be no less than the earnings attainable from the amounts accrued from two-year time deposits with the interest rates offered by local banks. If the earnings is less than aforementioned rates, government shall make payment for the deficit after being authorised by the Regulator. The Company has no right to participate in managing and operating that fund and hence the Company is unable to disclose the classification of plan asset fair value in accordance with IAS 19 paragraph 142. The fair value of plan assets as of December 31, 2022 and 2021 is given in the Annual Labour Retirement Fund Utilisation Report announced by the government.

~269~

(d) The principal actuarial assumptions used were as follows:

Forthe years endedDecember31, Forthe years endedDecember31,
2022 2021
Discount rate 1.25% 0.70%
Future salary increases 2.90% 2.90%

For the years ended December 31, 2022 and 2021, assumptions regarding future mortality rate are both set based on the 6th Taiwan Standard Ordinary Experience Mortality Table. Because the main actuarial assumption changed, the present value of defined benefit obligation is affected. The analysis was as follows:

Discount rate Future salary increases Increase 0.25% Decrease 0.25% Increase 0.25% Decrease 0.25% December 31, 2022 Effect on present value of defined benefit obligation ($ 9,652) $ 9,963 $ 9,777 ($ 9,522) December 31, 2021 Effect on present value of defined benefit obligation ($ 11,636) $ 12,040 $ 11,749 ($ 11,418) The sensitivity analysis above is based on one assumption which changed while the other conditions remain unchanged. In practice, more than one assumption may change all at once. The method of analysing sensitivity and the method of calculating net pension liability in the balance sheet are the same.

The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the previous period.

  • (e) Expected contributions to the defined benefit pension plan of the Company for the year ending December 31, 2023 amount to $9,545.
December 31, 2023 amount to $9,545. December 31, 2023 amount to $9,545.
(f) As of December 31, 2022, the weighted average duration of that retirement plan is 8 years.
The analysis of timing of the future pension payment was as follows:
Within 1 year $ 22,603
2-5 years 92,463
Over 5 years 386,142
$ 501,208
  • B. Effective July 1, 2005, the Company has established a defined contribution pension plan (the “New Plan”) under the Labour Pension Act (the “Act”), covering all regular employees with R.O.C. nationality. Under the New Plan, the Company contributes monthly an amount based on 6% of the employees’ monthly salaries and wages to the employees’ individual pension accounts at the Bureau of Labour Insurance. The benefits accrued are paid monthly or in lump sum upon
~270~

termination of employment. The pension costs under the defined contribution pension plan of the Company for the years ended December 31, 2022 and 2021 were $24,137 and $23,841, respectively.

(14) Share capital – common stock

  • A. Movements in the number of the Company’s ordinary shares outstanding are as follows (in thousands of shares):

For the years ended December 31, 2022 2021 Beginning and ending balance 178,696 178,696

  • B. As of December 31, 2022, the Company’s authorised capital was $2,000,000, and the paid-in capital was $1,786,961, consisting of 178,696 thousand shares of ordinary share, with a par value of $10 (in dollars) per share. Shares can be issued several times. All proceeds from shares issued have been collected.

(15) Capital surplus

  • A. Pursuant to the R.O.C. Company Act, capital surplus arising from paid-in capital in excess of par value on issuance of common stocks and donations can be used to cover accumulated deficit or to issue new stocks or cash to shareholders in proportion to their share ownership, provided that the Company has no accumulated deficit. Further, the R.O.C. Securities and Exchange Act requires that the amount of capital surplus to be capitalised mentioned above should not exceed 10% of the paid-in capital each year. Capital surplus should not be used to cover accumulated deficit unless the legal reserve is insufficient.

  • B. The Company implements its work-division and resource integration, to enhance competitiveness and business performance through spin-off of its synthesis department to the

  • subsidiary SYN-TECH CHEM & PHARM CO., LTD. (SYN-TECH) after the resolution by the Board of Directors on March 16, 2021. The Company received 4,532 thousand shares issued from the capital increase of SYN-TECH with total value of $341,000 as the consideration. The transaction pertains to the reorganisation within the Group. As the difference between the net asset value of the synthesis department and net equity value was $8,735, an increase in capital surplus was recognised. The abovementioned transaction had been completed on July 1, 2022.

  • C. For the year ended December 31, 2022, the associate of the Company, WE CAN MEDICINES CO., LTD., converted employee stock options, resulting to an increase in the equity attributable to owners of parent by $1,351 and was recorded under capital surplus. There was no such transaction for the year ended December 31, 2021.

  • D. For the years ended December 31, 2022 and 2021, the investment accounted for under equity method of the Company’s subsidiary, exercised employee stock options resulting in an increase in the equity to Syngen Biotech Co., Ltd. and GENEFERM BIOTECHNOLOGY CO., LTD., The Company recognised the increase in equity proportionately of $2,393 and $1,068, respectively and was recorded under capital surplus.

~271~
  • E. For the years ended December 31, 2022 and 2021, pursuant to the Business letter No. 10602420200 issued by the Ministry of Economic Affairs, the Company reclassified dividends payable of $125 and $48, respectively, which was expired and not collected by the shareholders, to capital surplus. For the year ended December 31, 2022, pursuant to the aforementioned letter, the subsidiary of the Company, SYNGEN BIOTECH CO., LTD., reclassified dividends payable of $98, which was expired and not collected by the shareholders, to capital surplus, resulting to an increase in the equity attributable to owners of parent by $46.

  • F. Refer to Note 6(27), ‘Transactions with non-controlling interest’ for more information regarding changes of capital surplus due to transactions with non-controlling interest.

  • (16) Retained earnings

  • A. Within the limit, except for covering accumulated deficit or issuing new stocks or cash to shareholders in proportion to their share ownership, the legal reserve shall not be used for any other purpose. The use of legal reserve for the issuance of stocks or cash to shareholders in proportion to their share ownership is permitted, provided that the distribution of the reserve is limited to the portion in excess of 25% of the Company’s paid-in-capital.

  • B. Under the Company’s Articles of Incorporation, as the Company operates in a volatile business environment and is in the stable growth stage, the Board of Directors takes into consideration the Company’s future capital needs, long-term financial planning and shareholders’ needs for cash inflow. The Company’s earnings, if any, are distributed in the following order:

    • (a) Pay all taxes.

    • (b) Cover accumulated deficit.

    • (c) Appropriate 10% as legal reserve, until such legal reserve amounts to the total paid-in capital.

    • (d) Appropriate or reverse special reserve in accordance with regulations.

    • (e) At least 10% of the remainder and previous unappropriated retained earnings as stockholders’ bonus and cash dividends shall account for at least 20% of total dividends distributed. If the cash dividend is below $0.5 (in dollars) per share, the Company can distribute stock dividends instead of cash dividends upon resolution of the shareholders.

    • When the shareholders bonus is distributed in stock dividend, it shall be allocated according to the resolutions of the shareholders during their meeting. The company authorised 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.

  • C. In accordance with the regulations, the Company shall set aside special reserve from the debit balance on other equity items at the balance sheet date before distributing earnings. When debit balance on other equity items is reversed subsequently, the reversed amount could be included in the distributable earnings. The Company’s debit balance on other equity items as of December 31, 2021 was $110,329, which has been set aside as special reserve in accordance

~272~

with the regulations and shall not be distributed as dividends.

  • D. As resolved by the Board of Directors on May 4, 2021 and May 15, 2022, the Company recognised cash dividends distributed to owners amounting to $321,653 ($1.8 (in dollars) per share) and $446,740 ($2.5 (in dollars) per share) for the appropriations of 2020 and 2021 earnings, respectively. On March 14, 2023, the Board of Directors resolved for the distribution of dividends from 2022 earnings of $446,740 ($2.5 (in dollars) per share). Information about the distribution of dividends by the Company as proposed by the Board of Directors will be posted in the “Market Observation Post System” at the website of the Taiwan Stock Exchange.

(17) Other equity

)Other equity
At January 1
Currency translation differences
- Company
Valuation adjustment
- Company
- Subsidiaries
Valuation adjustment transferred to
retained earnings
- Company
At December 31
At January 1
Currency translation differences
- Company
Valuation adjustment
- Company
- Subsidiaries
Valuation adjustment transferred to
retained earnings
- Company
- Subsidiaries
At December 31
For theyear ended December 31,2022
Currency
translation
Unrealised gain
on valuation of
financialassets
Total
Currency
translation
Unrealised gain
on valuation of
financialassets
Total
16,788)
($
4,186)
(
-
-
-
-
20,974)
($
46,093
$
-
14,673)
(
6,417)
(
111,739)
(
2,619)
(
89,355)
($
29,305
$
4,186)
(
14,673)
(
6,417)
(
111,739)
(
2,619)
(
110,329)
($
~273~

(18) Operating revenue

  • A. The Company derives revenue from the transfer of goods at a point in time and of services over time in the following major product categories and geographical regions:
Revenue from sales of medicine
Revenue from sales of dietary
supplement
Revenue from rendering of
services
Others
Revenue from sales of medicine
Revenue from sales of dietary
supplement
Revenue from rendering of
services
Others
Forthe yearendedDecember31,2022 Forthe yearendedDecember31,2022 Forthe yearendedDecember31,2022 Forthe yearendedDecember31,2022
Domestic Total
Domestic
1,993,053
$
133,293
8,306
58,704
2,193,356
$
International
529,263
$
19

-
115,292
644,574
$

B. The Company has recognised the following revenue-related contract liabilities:

Contract liabilities –
sales of medicine
December 31, 2022

35,430
$
December 31, 2021
40,569
$
January 1, 2021
93,239
$

Revenue recognised that was included in the contract liability balance at the beginning of the years ended December 31, 2022 and 2021 were $36,149 and $87,265, respectively.

(19) Interest income

Interest income
Interest income from bank deposits For theyears ended December31,
2022
11,232
$
2021
2,804
$
~274~

(20) Other income

Other income
Dividend income
Rental income
Fire insurance claim income (Note)
Royalty income
Technology transfer income
Research income
Government grants income
Other income
2022
2021
9,604
$
17,943
$
6,620

5,706
-

66,301
11,417

11,250
2,842

8,674
1,811

20,848
5,775

3,363
18,151
32,611
56,220
$
166,696
$
Forthe years endedDecember31,
166,696
$

(Note) Refer to Note 6 (5), ‘Other Receivables’.

(21) Other gains and losses

(Note) Refer to Note 6 (5), ‘Other Receivables’.
Other gains and losses
56,220
$
$
56,220
$
$
56,220
$
$
166,69
Forthe years endedDecember 31,
2022 2021
Net currency exchange gain (loss) $ 77,967
($ 16,424)
Net (loss) gain on disposal of property, plant and
equipment ( 1,113)
16
Gain from lease modification 8 -
Net loss on disposal of other non-current assets - ( 5,872)
Net gain on financial assets at
fair value through profit or loss 712 108
Fire losses (Note) - ( 66,301)
Other losses ( 1,590)
( 106)
$ 75,984 ($ 88,579)

(Note) Refer to Note 6 (5), ‘Other Receivables’.

(22) Finance costs

Finance costs
Forthe years endedDecember 31,
2022 2021
Interest expense
Bank borrowings $ 8,262
$ 3,610
Lease liabilities 197 232
8,459 3,842
Less: Capitalisation of qualifying assets ( 638)
( 369)
$ 7,821
$ 3,473
~275~

(23) Expenses by nature

Expenses by nature
Employee benefit expenses
Depreciation on property, plant and
equipment
Depreciation on right-of-use assets
Amortisation
Recognised in
Recognised in
operating costs
operating expenses
Total
324,590
$
398,435
$
723,025
$
70,706
19,953
90,659
-
4,767
4,767
4,441
5,164
9,605
399,737
$
428,319
$
828,056
$
Forthe yearendedDecember31,2022
Recognised in
operating costs
324,590
$
70,706
-
4,441
399,737
$
Recognised in
operating expenses
398,435
$
19,953
4,767
5,164
428,319
$
Recognised in
operating costs
Employee benefit expenses
325,399
$
Depreciation on property, plant and
equipment
78,202
Depreciation on right-of-use assets
-
Amortisation
5,285
408,886
$
For the
Recognised in
operating expenses
Total
386,897
$
712,296
$
18,081

96,283
4,717

4,717
12,322
17,607
422,017
$
830,903
$
year ended December 31, 2021
Recognised in
operating expenses
386,897
$
18,081

4,717

12,322
422,017
$

(24) Employee benefit expenses

mployee benefit expenses
Wages and salaries
Labour and health insurance
expenses
Pension costs
Directors' remuneration
Other personnel expenses
For the year ended December Total
619,879
$
48,553
23,596
6,605
24,392
723,025
$
31, 2022
Recognised in
operating costs
o
277,345
$
19,616
13,451
-
14,178
324,590
$
Recognised in
perating expenses
342,534
$

28,937
10,145
6,605
10,214
398,435
$
~276~

For the year ended December 31, 2021

Wages and salaries
Labour and health insurance
expenses
Pension costs
Directors' remuneration
Other personnel expenses
Recognised in
Recognised in
operating costs
operating expenses
Total
271,265
$
326,716
$
597,981
$
27,468
29,041
56,509
13,583
14,206
27,789
-

6,719
6,719

13,083
10,215
23,298
325,399
$
386,897
$
712,296
$
  • A. The average number of employees were 805 and 813, which both included 5 non-employee directors for the years ended December 31, 2022 and 2021, respectively.

  • B. The average employee benefit expense were $896 and $873, respectively, while average wages and salaries were $775 and $740 for the years ended December 31, 2022 and 2021, respectively. The average wages and salaries has increased by 5% compared to prior year.

  • C. Supervisors’ remuneration were $ and $385 for the years ended December 31, 2022 and 2021,

  • respectively.

  • D. Directors’ and supervisors’ remuneration were reviewed by the Compensation Committee (the Committee) based on the degree of their participation, the value contributed to the Company’s operation, and the average level of the industry. Compensation for executive officers were reviewed by the Committee and resolved by the Board of Directors based on executive officers’ job title, function, contribution, performance, and in consideration of the Company’s future risk, etc. Employee compensation is decided based on individual’s performance, contribution to the Company, performance, the market value of the position, and in consideration of the Company’s future operating risk.

  • E. In accordance with the Articles of Incorporation of the Company, a ratio of distributable profit of the current year (pre-tax profit before deducting employees’ compensation and directors’ and supervisors’ remuneration), after covering accumulated losses, shall be distributed as employees' compensation and directors’ and supervisors’ remuneration. The ratio shall be 1%~10% for employees’ compensation and shall not be higher than 3% for directors’ and supervisors’ remuneration. Employees’ compensation will be distributed in the form of shares or cash. Qualification requirements of employees, including the employees of subsidiaries of the company meeting certain specific requirements, are entitled to receive aforementioned stock or cash. The Company may, by a resolution adopted by a majority vote at a meeting of board of directors attended by two-thirds of the total number of directors, have the profit distributable as employees’ compensation distributed in the form of shares or in cash; and in addition thereto a report of such distribution shall be submitted to the shareholders during their meeting.

  • F. Employees’ compensation was accrued at $9,436 and $8,339 for the years ended December 31, 2022 and 2021, respectively; while directors’ and supervisors’ remuneration was both accrued at

~277~

$3,000 for the years ended December 31, 2022 and 2021. The aforementioned amounts were recognised in salary expenses that were estimated and accrued based on the distributable net profit of current year calculated by the percentage prescribed under the Company’s Articles of Incorporation. As resolved by the Board of Directors on March 14, 2023, the employees’ compensation and directors’ and supervisors’ remuneration were $9,407 and $3,010, respectively, and the employees’ compensation will be distributed in the form of cash. The employees’ compensation and directors’ and supervisors’ remuneration for 2021 as resolved by the Board of Directors was $11,344, and the employees’ compensation will be distributed in the form of cash. The difference between the aforementioned amount and the amount of $11,339 recognised in the 2021 financial statements by $5, mainly caused by estimation differences, had been adjusted in the profit or loss of 2022. Information about employees’ compensation and directors’ and supervisors’ remuneration of the Company as resolved by the Board of Directors and shareholders will be posted in the “Market Observation Post System” at the website of the Taiwan Stock Exchange.

(25) Income tax

A. Income tax expense:

(a) Components of income tax expense:

aiwan Stock Exchange.
e tax
come tax expense:
) Components of income tax expense:
Forthe years endedDecember 31,
2022 2021
Current tax:
Current tax on profits for the year $ 124,883
$ 122,686
Tax on undistributed earnings 854 5,516
Over provision of prior year's income tax ( 27,043)
( 11,285)
98,694 116,917
Deferred tax:
Origination and reversal of temporary
differences 14,117 ( 1,165)
Income tax expense $ 112,811
$ 115,752
) The income tax relating to components of other comprehensive income is as follows:
For theyears ended December 31,
2022 2021
Remeasurement of defined benefit obligation $ 5,583
$ 3,692

(b) The income tax relating to components of other comprehensive income is as follows:

~278~

B. Reconciliation between income tax expense and accounting profit:

Forthe years endedDecember31, Forthe years endedDecember31, Forthe years endedDecember31, Forthe years endedDecember31, Forthe years endedDecember31, Forthe years endedDecember31, Forthe years endedDecember31,
2022 2021
Tax calculated based on profit before tax and
statutory tax rate $ 185,644
$ 164,497
Effect of amount not allowed to be recognised
under regulations ( 46,644)
( 29,826)
Effect from tax-exempt income - ( 13,150)
Tax on undistributed earnings 854
5,516
Over provision of prior year's income tax ( 27,043)
( 11,285)
Income tax expense $ 112,811
$ 115,752
. Amounts of deferred tax assets or liabilities as a result of temporary differences are as follows:
For the year ended December31,2022
Recognised
in other
Recognised in comprehensive
January1 profit or loss income December31
Deferred tax assets
Temporary differences:
Bad debts $ 2,952
($ 149)
$ -
$ 2,803
Unrealised loss on inventories
from market value decline 3,287 ( 761)
- 2,526
Unrealised exchange loss 11,950 ( 11,950)
- -
Investment loss 38,815 3,683 - 42,498
Unrealised sales returns and
allowance 1,565 2,388 - 3,953
Unused compensated absences 5,563 ( 297)
- 5,266
Pensions 32,276 ( 4,130)
( 5,583) 22,563
$ 96,408
($ 11,216)
($ 5,583) $ 79,609
Deferred tax liabilities
Temporary differences:
Unrealised exchange gain $ -
($ 2,901)
- ($ 2,901)
Provision for land value
increment tax ( 61,992) - - ( 61,992)
($ 61,992)
($ 2,901)
$ -
($ 64,893)
$ 34,416
($ 14,117) ($ 5,583) $ 14,716

C. Amounts of deferred tax assets or liabilities as a result of temporary differences are as follows:

~279~

For the year ended December 31, 2021

Recognised Recognised Recognised
in other
Recognised in comprehensive
January1 profit or loss income December31
Deferred tax assets
Temporary differences:
Bad debts $ 2,934
$ 18
$ -
$ 2,952
Unrealised loss on inventories
from market value decline 1,806 1,481 - 3,287
Unrealised exchange loss 9,574 2,376 - 11,950
Investment loss 36,665 2,150 - 38,815
Unrealised sales returns and
allowance 1,990 ( 425)
- 1,565
Unused compensated absences 5,305 258 - 5,563
Pensions 38,285 ( 2,317)
( 3,692)
32,276
Unrealised loss on indemnity 2,376 ( 2,376) - -
98,935
$
$ 1,165
($ 3,692)
$ 96,408
Deferred tax liabilities
Temporary differences:
Provision for land value
increment tax 61,992)
($
$ -
$ -
($ 61,992)
36,943
$
$ 1,165
($ 3,692)
$ 34,416

D. The Company’s income tax returns through 2019 have been assessed and approved by the Tax Authority. The Company does not have any administrative remedy as of March 14, 2023. (26) Earnings per share

Earnings per share
Basic earnings per share
Profit attributable to ordinary shareholders
Diluted earnings per share
Profit attributable to ordinary shareholders
Assumed conversion of all dilutive
potential ordinary shares
Employees’ compensation
Profit attributable to ordinary shareholders
plus assumed conversion of all dilutive
potential ordinary shares
Forthe yearendedDecember 31,2022
Amount after tax
815,408
$
815,408
$
-
815,408
$
Weighted average
number of ordinary
shares outstanding
(shares in thousands)
178,696
178,696
189
178,885
Earnings per
share(in dollars)
4.56
$
4.56
$
~280~

For the year ended December 31, 2021

Basic earnings per share
Profit attributable to ordinary shareholders
Diluted earnings per share
Profit attributable to ordinary shareholders
Assumed conversion of all dilutive
potential ordinary shares
Employees’ compensation
Profit attributable to ordinary shareholders
plus assumed conversion of all dilutive
potential ordinary shares
Amount aftertax

706,734
$
706,734
$
-
706,734
$
Weighted average
number of ordinary
shares outstanding
Earnings per
(sharesinthousands)
share (indollars)
178,696
3.95
$
178,696
222
178,918
3.95
$

(27) Transactions with non-controlling interest

  • A. In September 2022, the Company acquired part of shares of its subsidiary Souriree Biotech Pharmaceutical Co., Ltd. for a total cash consideration of $322. The carrying amount was $305 at the acquisition date. This transaction resulted in a decrease in the equity attributable to the Company by $17.

  • B. In September 2021, the Company acquired part of shares of its subsidiary Advpharma Inc. for a total cash consideration of $262. The carrying amount was $185 at the acquisition date. This transaction resulted in a decrease in the equity attributable to owners of the parent by $77.

  • C. Refer to Note 6(7), ‘Investments accounted for under equity method’, and Note 6(15), ‘Capital surplus’, for more information regarding the effect on the Company of the spin off and transfer of the synthesis department to the subsidiary, SYN-TECH CHEM. & PHARM. CO., LTD.

(28) Supplemental cash flow information

  • A. Investing activities with partial cash payments:

For the years ended December 31,

2022 2021
(1) Acquisition of property, plant and equipment $ 171,793
$ 66,565
Add: Beginning balance of notes payable 3,010 1,453
Beginning balance of payable on
equipment (listed as “Other payables”) 7,027 11,692
Less: Ending balance of notes payable ( 5,141)
( 3,010)
Ending balance of payable on
equipment (listed as “Other payables”) ( 16,328)
( 7,027)
Capitalised interest ( 638)
( 369)
Cash paid for acquisition of property, plant
and equipment $ 159,723
$ 69,304
~281~
Forthe years ended Forthe years ended December31,
2022 2021
(2) Acquisition of investments accounted for
under equity method $ 260,190
$ 527,546
Less: Transferred from financial assets at fair value
through other comprehensive income - ( 212,034)
Shares acquired from spin-off (Note) ( 208,627)
-
Cash paid for acquisition of investments
accounted for under equity method $ 51,563
$ 315,512
(3)Proceeds from disposal of other non-current assets $ -
$ 38,364
Add: Beginning balance of other receivables 38,364 -
Less: Ending balance of other receivables - ( 38,364)
Cash received from disposal of other non-current assets $ 38,364
$ -

(Note) Refer to Note 6 (7), ‘Investments accounted for under equity method’.

B. Operating and investing activities with no cash flow effects:

(1) Receivables for fire insurance claims
(2) Prepayments for equipment transferred to
property, plant and equipment
(3) Property, plant and equipment transferred to
Investment property, net
2022
2021
-
$
61,693
$
94,299
$
43,976
$
16,995
$
-
$
Forthe years endedDecember31,
2022
2021
-
$
61,693
$
94,299
$
43,976
$
16,995
$
-
$
Forthe years endedDecember31,
61,693
$
43,976
$
-
$

(29) Changes in liabilities from financing activities

At January 1, 2022
Changes in cash flow from
financing activities
Changes in other
non-cash items
At December 31, 2022
Short-term
borrowings
Lease
liabilities
Guarantee
depositsreceived
Total
710,500
$
159,500
-
870,000
$
18,109
$
4,842)
(
2,717
15,984
$
235
$
35)
(
-
200
$
728,844
$
154,623
2,717
886,184
$
~282~
At January 1, 2021
Changes in cash flow from
financing activities
Changes in other
non-cash items
At December 31, 2021
Short-term
borrowings
Lease
liabilities
490,000
$
22,173
$
220,500
4,470)
(
-
406

710,500
$
18,109
$
Guarantee
depositsreceived
200
$
35

-
235
$
Total
512,373
$
216,065
406

728,844
$

7. RELATED PARTY TRANSACTIONS

(1) Names of related parties and relationship

Names of related parties Relationship with the Company Standard Pharmaceutical Co., Ltd. (Standard P) Subsidiary Chia Scheng Investment Co., Ltd. (Chia Scheng) Subsidiary STANDARD CHEM. & PHARM. Subsidiary PHILIPPINES, INC. (PHL) Inforight Technology Co., Ltd. (Inforight) Subsidiary Souriree Biotech & Pharm. Co., Ltd. (Souriree) Subsidiary Multipower Enterprise Corp. (Multipower) Subsidiary Advpharma Inc. (Adv) Subsidiary Syngen Biotech Co., Ltd. (Syngen) Subsidiary Jiangsu Standard Biotech Subsidiary Pharmaceutical Co., Ltd. (Jiangsu Standard) SYN-TECH CHEM. & PHARM. CO., LTD. Subsidiary (Note 1) (SYN-TECH) Zhanshuo Biotech & Pharm. Co., Ltd. (Zhanshuo) Subsidiary Ho Yao Biopharm Co., LTD.(Ho Yao) Subsidiary Shanghai Standard Pharmaceutical Co., Ltd. Subsidiary WE CAN MEDICINES CO., LTD. (WE CAN) Associate Taiwan Biosim Co., Ltd. (Biosim) Associate SUN YOU BIOTECH PHARM CO., LTD. Other related party (The manager of (SUN YOU) the Company is SUN YOU's director) Fan Dao Nan Foundation (Fan Dao Nan) Other related party (The corporate director of the Company)

(Note) The Company participated in the cash capital increase of SYN-TECH on December 8, 2021 and therefore obtained substantial control over it. SYN-TECH has changed from other related party to the Company’s subsidiary from the date. For the detailed information, refer to Note 6(3), ‘Financial assets at fair value through other comprehensive income’.

~283~

(2) Significant related party transactions

A. Sales of goods

Subsidiaries
Associates
Other related parties
2022
2021
6,464
$
8,517
$
10,604
7,778

23,342

20,487

40,410
$
36,782
$
Forthe years endedDecember31,

Prices of goods sold to related parties are determined each time when delivering goods. The payment term of the subsidiaries is to obtain cheques due in 3~4 months. For other related parties, terms of transactions are similar with those to third parties, which is cash payment in 2 months after billing, or to obtain cheques with a maturity of 4~6 months upon billing.

B. Purchases of goods

after billing, or to obtain cheques with a maturity of
Purchases of goods
4~6 months upon billing. 4~6 months upon billing.
Subsidiaries
Associates
Otherrelated parties
For the years ended December 31,
2022
188,898
$
2,475
4,471
195,844
$
2021
130,922
$
10,287
47,456
188,665
$

Goods are purchased based on the price lists in force and terms that would be available to regular suppliers. Payment terms are 1 ~ 4 months after monthly billings.

C. Property transactions

Disposal of property, plant and equipment:

Property transactions
Disposal of property, plant and equipment:
Other related parties Proceeds from
Gain on disposal
6
$ 6
$ For theyears ended December31,2022
Gain on disposal
6
$

D. Equity transactions

  • (a) The Company spun off and transferred the synthesis department to SYN-TECH CHEM. & PHARM. CO., LTD. and received the common shares issued from the capital increase with total value of $208,627 in July 2022.

  • (b) The Company participated in the cash capital increase of the associate, Biosim, by investing $14,970 in August 2021.

  • (c) The Company participated in the cash capital increase of other related party, SYN-TECH, by investing $256,939 in December 2021.

  • (d) The Company acquired shares of other related party, SYN-TECH, for $43,341 from the subsidiary, Adv, in December 2021.

~284~

E. Other expenses

Other expenses
Rental income
Advertisement expenses:
Subsidiaries
Associates
Research and development expenses:
Subsidiaries
Associates
Other related parties
Professional service fees:
Subsidiaries
Donations:
Other related parties
Miscellaneous expenses:
Subsidiaries
Associates
Other related parties
Leased assets
Rent collection
Subsidiaries
Land, Buildings
and other
equipments
Monthly
2022
2021
193
$
80
$
58

257
251
$
337
$
12,862
$
1,905
$
-
69
-
144
12,862
$
2,118
$
3,208
$
2,541
$
-
$
7,000
$
1,412
$
844
$
1,172

1,108
49
40

2,633
$
1,992
$
Forthe years endedDecember31,
Forthe years endedDecember31,
2022
6,144
$
2021
5,230
$

F. Rental income

G. Other income

Other income
Subsidiaries
Associates
Other related parties
For theyears ended December31,
2022
9,803
$
68
2,292
12,163
$
2021
7,808
$
11,550
3,337
22,695
$
~285~

H. Ending balance of goods sold

Receivables from related parties:
Subsidiaries
Associates
Other related parties
December31,2022
3,513
$
1,679
7,706
12,898
$
December31,2021
3,702
$
1,238

6,276

11,216
$

The receivables from related parties arise mainly from sales transactions. The receivables are unsecured in nature and bear no interest. There are no provisions held against receivables from related parties

I. Other receivables

I. related parties
Other receivables
J. Ending balance of goods purchased
Subsidiaries
Associates
Other related parties
Payables to related parties:
Subsidiaries
Associates
Other related parties
December31,2022
1,885
$
-

1,180
3,065
$
December 31, 2022
40,085
$
-
1,626
41,711
$
December 31, 2021
-
$
1,072
-
1,072
$
December31,2021
34,473
$
3,516
543
38,532
$

The payables to related parties arise mainly from purchase transactions. The payables bear no interest.

K. Lease transactions lessee

  • (a) The Company leases land from other related party, Fan Dao Nan. Rental contracts are made for the period from October 1, 2016 to September 30, 2027. Rents are paid quarterly.

  • (b) As of December 31, 2022 and 2021, the carrying amount of ‘right-of-use assets’ were $2,848 and $3,448, respectively.

  • (c) As of December 31, 2022 and 2021, the carrying amount of lease liability were $2,915 and $3,508, respectively. The Company recognised interest expenses amounting to $37 and $44 for the years ended December 31, 2022 and 2021, respectively (listed as ‘Finance costs’).

~286~

L. Endorsements and guarantees provided to related parties

Endorser/ guarantor Endorsee/guarantee December 31, 2022 December 31, 2021 Purpose Secured - The Company Standard P $ $ 83,040 borrowings

As of December 31, 2022 and 2021, the actual endorsement/guarantee amount provided by the Company for its subsidiary, Standard P, both amounted to $ .

(3) Key management compensation

Key management compensation
Forthe years endedDecember31,
2022 2021
Salaries and other short-term employee benefits 15,765
$
14,797
$

8. PLEDGED ASSETS

None.

9. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNISED CONTRACT

COMMITMENTS

The balances for contracts that the Company entered into for the purchase of property, plant and equipment, but not yet due were $20,320 and $87,045 for the years ended December 31, 2022 and 2021, respectively.

10. SIGNIFICANT DISASTER LOSS

None.

11. SIGNIFICANT EVENT AFTER THE BALANCE SHEET DATE

None.

12. OTHERS

(1) Capital management

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to provide returns for shareholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

~287~

(2) Financial instruments

A. Financial instruments by category

ancial instruments
Financial instruments by category
Financial assets
Financial assets at fair value through profit or
loss
Financial assets mandatorily measured at fair
value through profit or loss
Financial assets at fair value through other
comprehensive income
Designation of equity instruments
Financial assets at amortised cost
Cash and cash equivalents
Notes receivable
Accounts receivable
Other receivables
Guarantee deposits paid
Financial liabilities
Financial liabilities at amortised cost
Short-term borrowings
Notes payable
Accounts payable
Other payables
Guarantee deposits received
Lease liabilities
December31,2022 December31,2021
10,561
$
248,366
$
858,252
$
100,411
533,695
72,290
25,685
1,590,333
$
870,000
$
141,490
142,739
248,593
200
1,403,022
$
15,984
$
9,849
$
225,274
$
669,875
$
101,981
538,485
191,470
37,632
1,539,443
$
710,500
$
110,969
176,821
249,178
235
1,247,703
$
18,109
$

B. Risk management policies

  • (a) The Company’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk, price risk and interest rate risk), credit risk and liquidity risk. To minimise any adverse effects on the financial performance of the Company, derivative financial instruments may be used to hedge certain risk.

  • (b) Risk management is carried out by a central treasury department (Company treasury) under policies approved by the Board of Directors. Company treasury identifies, evaluates and hedges financial risks in close cooperation with the Company’s operating units. The Board provides written principles for overall risk management, as well as written policies covering specific areas and matters, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments.

~288~
  • C. Significant financial risks and degrees of financial risks

  • (a) Market risk

Foreign exchange risk

  • i. The Company operates internationally and is exposed to foreign exchange risk arising from the transactions of the Company used in various functional currency, primarily with respect to the USD, JPY and RMB. Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities.

  • ii. The Company has certain sales and purchases denominated in USD and other foreign currencies. Changes in market exchange rates would affect the fair value. However, the payment and collection periods of asset and liability positions in foreign currencies are close, market risk can be offset. The Company does not expect significant interest rate risk.

  • iii. The Company has certain investments in foreign operations, whose net assets are exposed to foreign currency translation risk. However, the net investments of foreign operations are strategic investments, thus the Company does not hedge the investments.

  • iv. The Company’s businesses involve some non-functional currency operations (the Company’s functional currency: NTD). The information on assets and liabilities denominated in foreign currencies whose values would be materially affected by the exchange rate fluctuations is as follows:

(Foreign currency:
functional currency)
Financial assets
Monetary items
USD: NTD
JPY: NTD
RMB: NTD
Investments accounted
for under equity method
USD: NTD
RMB: NTD
PHP: NTD
Financial liabilities
Monetary items
USD: NTD
December31,2022 December31,2022
Foreign currency
amount
(Inthousands)
29,020
$
163,316
4,086
5,918
743
576
302
Exchangerate
30.71
0.2324
4.408
30.71
4.408
0.5443
30.71
Bookvalue
891,196
$
37,955
18,010
181,720
3,274
314
9,285

~289~
(Foreign currency:
functional currency)
Financial assets
Monetary items
USD: NTD
JPY: NTD
RMB: NTD
Investments accounted
for under equity method
USD: NTD
PHP: NTD
Financial liabilities
Monetary items
USD: NTD
JPY: NTD
Foreign currency
amount
(Inthousands)
Exchangerate
Bookvalue
26,064
$
27.68
721,445
$
315,830
0.2405
75,957
13,552
4.344
58,871
6,677
27.68
184,815
990
0.5353
530
238

27.68
6,579
195,843
0.2405
47,100
December31,2021


With regard to sensitivity analysis of foreign currency exchange rate risk, if the exchange rates of NTD to all foreign currencies had appreciated/depreciated by 1%, with all other factors remaining constant, the Company’s net income for the years ended December 31, 2022 and 2021 would have increased/decreased by $8,988 and $7,904, respectively.

  • v. Total exchange income (loss), including realised and unrealised, arising from significant foreign exchange variation on the monetary items held by the Company for the years ended December 31, 2022 and 2021 amounted to $77,967 and ($16,424), respectively.

Price risk

  • i. The Company’s equity securities, which are exposed to price risk, are the held financial assets at fair value through profit or loss and financial assets at fair value through other comprehensive income. To manage its price risk arising from investments in equity securities, the Company diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by the Company.

  • ii. The Company’s investments in equity securities comprise shares issued by the domestic companies. The prices of equity securities would change due to the change of the future value of investee companies. If the prices of these equity securities had increased/decreased by 1% with all other variables held constant, post-tax profit for the years ended December 31, 2022 and 2021 would have increased/decreased both by $249, as a result of gains/losses on equity securities classified as at fair value through profit or loss. Other components of equity would have increased/decreased by $2,273 and $1,840,

~290~

respectively, as a result of other comprehensive income classified as equity investment at fair value through other comprehensive income.

Cash flow and fair value interest rate risk

  • i.The Company’s main interest rate risk arises from short-term borrowings with variable rates, which expose the Company to cash flow interest rate risk. During the years ended December 31, 2022 and 2021, the Company’s borrowings at variable rate were denominated in the NTD.

  • ii. With regard to sensitivity analysis of interest rate risk, if interest rates on borrowings at that date had been 1% higher/lower with all other variables held constant, post-tax profit for the years ended December 31, 2022 and 2021 would have been $61 and $26 lower/higher, respectively, mainly as a result of higher/lower interest expense on floating rate borrowings.

  • (b) Credit risk

  • i. Credit risk refers to the risk of financial loss to the Company arising from default by the clients or counterparties of financial instruments on the contract obligations. The main factor is that counterparties could not repay in full the accounts receivable based on the agreed terms.

  • ii. The Company manages its credit risk taking into consideration the entire company’s concern. According to the Company’s credit policy, the Company is responsible for managing and analysing the credit risk for each of their new clients before standard payment and delivery terms and conditions are offered. Internal risk control assesses the credit quality of the customers, taking into account their financial position, past experience and other factors. Individual risk limits are set based on internal or external ratings in accordance with limits set by the Board of Directors. The utilisation of credit limits is regularly monitored.

  • iii. In line with credit risk management procedure, payment reminders are sent as the contract payments are past due, whereby the default occurs when the contract payments are past due over certain period of time, and recourse procedures are initiated. However, the Company will continue executing the recourse procedures to secure their rights.

  • iv. The Company classifies customer’s notes and accounts receivable in accordance with credit rating of customer. The Company applies the modified approach using provision matrix to estimate expected credit loss under the provision matrix basis. The Company used the forecastability of conditions to adjust historical and timely information to assess the default possibility of notes and accounts receivable, whereby rate ranging from 0.01% to 100% are applied to the provision matrix. Movements in relation to the Company applying the modified approach to provide loss allowance for notes and accounts receivable are as follows:

~291~
Beginning balance
Reversal of impairment
Ending balance
Beginning balance
Provision for impairment
Ending balance
Notesreceivable
Accountsreceivable
Total
-
$
5,093
$
5,093
$
-
837)
(
837)
(
-
$
4,256
$
4,256
$
For theyear ended December31,2022
Notes receivable
Accounts receivable
Total
-
$
4,717
$
4,717
$
-

376
376
-
$
5,093
$
5,093
$
For the year ended December 31, 2021
Notesreceivable
Accountsreceivable
Total
-
$
5,093
$
5,093
$
-
837)
(
837)
(
-
$
4,256
$
4,256
$
For theyear ended December31,2022
Notes receivable
Accounts receivable
Total
-
$
4,717
$
4,717
$
-

376
376
-
$
5,093
$
5,093
$
For the year ended December 31, 2021
4,717
$
376
5,093
$
  • (c) Liquidity risk

  • i. Cash flow forecasting is performed in the operating entities of the Company and aggregated by Company treasury. Company treasury monitors rolling forecasts of the Company’s liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient headroom on its undrawn committed borrowing facilities at all times so that the Company does not breach borrowing limits or covenants on any of its borrowing facilities.

  • ii. Surplus cash held by the Company over and above balance required for working capital management are transferred to the Company treasury. Company treasury invests surplus cash in interest bearing current accounts, time deposits and marketable securities, choosing instruments with appropriate maturities or sufficient liquidity to provide sufficient headroom as determined by the abovementioned forecasts.

iii. The Company has the following undrawn borrowing facilities:

Floating rate:
Expiring within one year
December31,2022 December31,2021
1,264,970
$
1,183,260
$
  • iv. The table below analyses the Company’s non-derivative financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date:
contractual maturity date:
December31,2022
Short-term borrowings
Notes payable
Accounts payable
Other payables
Lease liabilities
Guarantee deposits
received
Within
1year
872,774
$
141,490
142,739
248,593
4,595
-
Between 1
and2years
-
$
-
-
-
4,523
200
Between 2
and 5 years
-
$
-
-
-
7,191
-
Over 5
years
-
$
-
-
-
-
-
~292~
December31,2021
Short-term borrowings
Notes payable
Accounts payable
Other payables
Lease liabilities
Guarantee deposits
received
Within
1year
711,677
$
100,969
176,821
249,178
4,182
-
Between 1
and2years
-
$
-
-
-

3,818
235
Between 2
and 5 years
-
$
-
-
-

10,127
-
Over 5
years
-
$
-
-
-
473
-
     - v. For non-derivative financial liabilities, the Company does not expect the timing of occurrence of the cash flows estimated through the maturity date analysis will be significantly earlier, nor expect the actual cash flow amount will be significantly different.
  • (3) Fair value information

  • A. The different levels that the inputs to valuation techniques are used to measure fair value of financial and non-financial instruments have been defined as follows:

    • Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. A market is regarded as active where a market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. The fair value of the Company’s investment in listed stocks is included.

    • Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly.

    • Level 3: Unobservable inputs for the asset or liability. The Company’s investment in partial equity instruments without active market is included.

  • B. The carrying amounts of the Company’s financial instruments not measured at fair value (including cash and cash equivalents, notes receivable, accounts receivable, other receivables, guarantee deposits paid, short-term borrowings, notes payable, accounts payable, other payables, and guarantee deposits received) are approximate to their fair values.

  • C. The related information on financial and non-financial instruments measured at fair value by level on the basis of the nature, characteristics and risks of the assets is as follows:

~293~

(a) The related information on the nature of the assets is as follows:

December31,2022
Recurring fair value measurements
Financial assets at fair value
through profit or loss
Equity securities
Financial assets at fair value
through other comprehensive
income
Equity securities
December31,2021
Recurring fair value measurements
Financial assets at fair value
through profit or loss
Equity securities
Financial assets at fair value
through other comprehensive
income
Equity securities
Level 1
-
$
154,874
154,874
$
Level 1
-
$
134,689
134,689
$
Level 2
-
$
-
-
$
Level 2
-
$
-
-
$
Level3
10,561
$
93,492
104,053
$
Level3
9,849
$
90,585
100,434
$
Total
10,561
$
248,366
258,927
$
Total
9,849
$
225,274
235,123
$
  • (b) The methods and assumptions the Company used to measure fair value are as follows:

  • i. The instruments that the Company used market quoted prices as their fair values (that is, Level 1) are listed below by characteristics:

Market quoted price

Listed stocks Closing price

  • ii. Except for financial instruments with active markets, the fair value of other financial instruments is measured by using valuation techniques or by reference to counterparty quotes. The fair value of financial instruments measured by using valuation techniques can be referred to current fair value of instruments with similar terms and characteristics in substance, discounted cash flow method or other valuation methods, including calculated by applying model using market information available at the parent company only balance sheet date.

  • iii. The output of valuation model is an estimated value and the valuation technique may not be able to capture all relevant factors of the Company’s financial and non-financial instruments. Therefore, the estimated value derived using valuation model is adjusted accordingly with additional inputs, for example, model risk or liquidity risk and etc. In

~294~

accordance with the Company’s management policies and relevant control procedures relating to the valuation models used for fair value measurement, management believes adjustment to valuation is necessary in order to reasonably represent the fair value of financial and non-financial instruments in the parent company only balance sheet. The inputs and pricing information used during valuation are carefully assessed and adjusted based on current market conditions.

  • D. There was no transfer between Level 1 and Level 2 in 2022 and 2021.

  • E. The following table presents the changes in Level 3 instruments in 2022 and 2021:

For the years ended For the years ended December 31,
2022 2021
At January 1 $ 100,434
$ 101,110
Recognised in profit or loss (Note 1) 712
108
Recognised in other comprehensive income (loss)
(Note 2) 2,907 ( 784)
At December 31 $ 104,053
$ 100,434

(Note 1) Listed as “Other gains and losses”.

  • (Note 2) Listed as “Unrealised gain or loss on financial assets at fair value through other comprehensive income”.

  • F.FFor the years ended December 31, 2022 and 2021, there was no transfer from or to Level 3.

  • G. Financial segment is in charge of valuation procedures for fair value measurements being categorised within Level 3, which is to verify independent fair value of financial instruments. Such assessment is to ensure the valuation results are reasonable by applying independent information to make results close to current market conditions, confirming the resource of information is independent, reliable and in line with other resources and represented as the exercisable price, and frequently calibrating valuation model, performing back-testing, updating inputs used to the valuation model and making any other necessary adjustments to the fair value.

  • H. The following is the qualitative information of significant unobservable inputs and sensitivity analysis of changes in significant unobservable inputs to valuation model used in Level 3 fair value measurement.

Significant Range Relationship Fair value at Valuation unobservable (weighted of inputs to December 31, 2022 technique input average) fair value Non-derivative equity instrument: Unlisted stocks $ 104,053 Market Discount for 30% The higher the comparable lack of discount for lack companies marketability of marketability, the lower the fair value

~295~

Significant Range Relationship Fair value at Valuation unobservable (weighted of inputs to December 31, 2021 technique input average) fair value Non-derivative equity instrument: Unlisted stocks $ 100,434 Market Discount for 30% The higher the comparable lack of discount for lack companies marketability of marketability, the lower the fair value

  • I. The Company has carefully assessed the valuation models and assumptions used to measure fair value; therefore, the fair value measurement is reasonable. However, use of different valuation models or assumptions may result in different measurement. The following is the effect on profit or loss or on other comprehensive income from financial assets categorised within Level 3 if the inputs used to valuation models have changed:
Financial assets
Equity
instrument


Financial assets
Equity
instrument

Input
Discount
for lack of
Input
Discount
for lack of
Change
± 3%
Change
± 3%
December 31, 2022 December 31, 2022 December 31, 2022
Recognised in Unfavourable
Favourable
Unfavourable
change
change
change
453)
($
4,007
$
4,007)
($
profit or loss
Recognised in other comprehensive income
December 31, 2021
Recognised in other comprehensive income
Favourable
change
453
$
Unfavourable
change
4,007)
$
Recognised in Unfavourable
change
422)
($
profit or loss
Recognised in other comprehensive income
Favourable
change
422
$
Favourable
change
3,882
$
(
Unfavourable
change
3,882)
$

(4) Other information

Due to the spread of the COVID-19 and the government’s promotion of various anti-epidemic measures, the Company has adopted relevant measures such as workplace hygiene management and continued to manage related matters in accordance with the ‘Guidelines for Continued Operation of Enterprises in Response to Server Specialised Infectious Pneumonia Epidemic’. All factories are operated in an alternate mode, and there is no material adverse impact on all operation.

~296~

13. SUPPLEMENTARY DISCLOSURES

(Only 2022 information is disclosed in accordance with the current regulatory requirements.)

  • (1) Significant transactions information

  • A. Loans to others: Refer to table 1.

  • B. Provision of endorsements and guarantees to others: None.

  • C. Holding of marketable securities at the end of the year (not including subsidiaries, associates and joint ventures): Refer to table 2.

  • D. Acquisition or sale of the same security with the accumulated cost exceeding $300 million or 20% of the Company’s paid-in capital or more: None.

  • E. Acquisition of real estate reaching $300 million or 20% of paid-in capital or more: Refer to table 3.

  • F. Disposal of real estate reaching $300 million or 20% of paid-in capital or more: None.

  • G. Purchases or sales of goods from or to related parties reaching $100 million or 20% of paid-in capital or more: None.

  • H. Receivables from related parties reaching $100 million or 20% of paid-in capital or more: None.

  • I. Trading in derivative instruments undertaken during the reporting periods: None.

  • J. Significant inter-company transactions during the reporting periods: Refer to table 4.

(2) Information on investees

Names, locations and other information of investee companies (not including investees in Mainland China): Refer to table 5.

(3) Information on investments in Mainland China

  • A. Basic information: Refer to table 6.

  • B. Significant transactions, either directly or indirectly through a third area, with investee companies in the Mainland Area: None.

(4) Main stockholders information

Main stockholders information: Refer to table 7.

14. SEGMENT INFORMATION

Not applicable.

~297~

Loans to others

For the year ended December 31, 2022

Table 1

Expressed in thousands of NTD

STANDARD CHEM & PHARM. CO., LTD.

==> picture [863 x 153] intentionally omitted <==

Note 1: The code represents the nature of financing activities as follows:

  • (1) Trading partner.

  • (2) Short-term financing.

Note 2: The ending balance is the credit limit approved by the Board of Directors.

Note 3: Calculation of limit on loans granted to a single party and ceiling on total loans granted:

  • (1) Limit on loans granted to a single party:

(a) For the companies having business relationship with the Company, limit on loans granted to a single party is the higher value of purchasing and selling during current or latest year on the year of financing.

(b) For short-term financing, limit on loans granted to a single party is 5% of the Company’s net assets based on the latest audited consolidated financial statements.

(c) Limit on loans granted by Standard Pharmaceutical Co., Ltd. to a single party is 200% of the creditor’s net assets based on the latest audited or reviewed consolidated financial statements.

(d) Limit on loans granted by Jiangsu Standard Biotech Pharmaceutical to a single party is 25% of the creditor’s net assets based on the latest audited or reviewed consolidated financial statements.

  • (2) Ceiling on total loans granted to a single party:

(a) Ceiling on total loans granted by Standard Pharmaceutical Co., Ltd. to single party is 200% of the creditor’s net assets.

  • (b) Ceiling on total loans granted by Jiangsu Standard Biotech Pharmaceutical to single party is 30% of the creditor’s net assets.

(3) For short-term financing, ceiling on total loans granted to all direct or indirect wholly-owned domestic and foreign subsidiaries of the Company is not limited to 40% of the creditors’ net assets. Note 4: Foreign currencies were translated into New Taiwan Dollars with exchange rate as of December 31, 2022 as follows: USD: NTD 1:30.71 and RMB: NTD 1:4.408.

~298~

Table 2

Expressed in thousands of NTD

STANDARD CHEM & PHARM. CO., LTD.

Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures) December 31, 2022

General
Relationship with the
ledger
Number
Securities held by
Marketable securities
securities issuer
account
of shares
As of December 31, 2022
Book value
Ownership (%)
Fair value
Note
Standard Chem & Pharm. Co., Ltd Bonds with repurchase agreement:
China Bills Finance Corporation

1

Stocks:
Original BioMedicals Co., Ltd.

2
200,000
NCKU Venture Capital Co., Ltd.

3
650,000
NTU Innovation & Incubation Co., Ltd.

3
480,000
TaiwanJ Pharmaceuticals Co., Ltd.

3
258,133
HER-SING CO., LTD.
The Company is HER-SING Co.,
4
3,055,000
Ltd.'s corporate director
SUN YOU BIOTECH PHARM CO., LTD.
The manager of the Company is SUN
4
3,378,006
YOU BIOTECH PHARM
CO., LTD.'s director
Green Management International Co., Ltd.

4
109,672
Kenda Pharmacentiocal Co., Ltd.

4
5,000,000
Rossmax International Ltd.

4
2,990,000
EASYWELL BIOMEDICALS, INC.

4
5,094,600
Chia Scheng Investment Co., Ltd. Beneficiary certificates:
Taishin Ta-Chong Money Market Fund

2
368,142
Taishin 1699 Money Market Fund

2
50,000
Stocks:
SUN YOU BIOTECH PHARM CO., LTD.
The manager of the Company is SUN
4
240,846
YOU BIOTECH PHARM
Stason Pharmaceuticals, Inc.
CO., LTD.'s director

4
4,000,000
MULTIPOWER ENTERPRISE
Bonds with repurchase agreement:
CORP.
International Bills Finance Corporation

1

Mega Bills Finance Co., Ltd.

1

Advpharma Inc.
Beneficiary certificates:
Taiwan Cooperative Bank Money Market

2
2,000,000
Fund
Mega Diamond Money Market Fund

2
3,166,588
FSITC Taiwan Money Market Fund

2
1,652,490
Taishin 1699 Money Market Fund

2
1,473,047
$ 82,376
-
$ 82,376
-
-
0.43%
-
-
3,893
4.17%
3,893
-
3,931
3.76%
3,931
-
2,737
0.34%
2,737
-
42,770
17.71%
42,770
-
44,421
18.13%
44,421
-
1,751
5.14%
1,751
-
4,550
19.42%
4,550
-
73,106
3.52%
73,106
-
81,768
4.45%
81,768
-
5,313
-
5,313
-
688
-
688
-
3,166
1.29%
3,166
-
-
13.02%
-
-
100,000
-
100,000
-
20,000
-
20,000
-
20,600
-
20,600
-
40,360
-
40,360
-
25,697
-
25,697
-
20,277
-
20,277
-
~299~
General
Relationship with the
ledger
Number
Securities held by
Marketable securities
securities issuer
account
of shares
As of December 31, 2022
Book value
Ownership (%)
Fair value
Note
UPAMC James Bond Money Market Fund

2
1,662,198
$ 28,168
-
$ 28,168
-
Shin Kong US Harvest Balanced TWD A

2
245,916
2,520
-
2,520
-
Cathay Senior Secured High Yield Bond

2
368,302
3,654
-
3,654
-
Capital Money Market Fund

2
1,658,329
27,172
-
27,172
-
Advpharma Inc.
Shin Kong Emergin Wealthy Nations Bond
Fund A
Stocks:
Der Yang Biotechnology Venture


2
3
195,290
76,698
1,699
859
-
3.70%
1,699
859
-
-
Capital Co., Ltd.
TaiwanJ Pharmaceuticals Co., Ltd.
Syngen Biotech Co,. Ltd.
Stocks:

3
25,203
268
0.03%
268
-
NCKU Venture Capital Co., Ltd.
SYN-TECH CHEM & PHARM
Bonds with repurchase agreement:
CO.,LTD.

3
650,000
3,893
4.17%
3,893
-
China Bills Finance Corporation

1

323,257
-
323,257
-
Mega Bills Finance Co., Ltd.

1

107,485
-
107,485
-
Ta Ching Bills Finance Corporation

1

99,683
-
99,683
-

Note 1: Marketable securities in the table refer to stocks, bonds, beneficiary certificates and other related derivative securities.

Note 2: The general ledger account is classified into the following four categories:

  1. Cash and cash equivalents

  2. Financial assets at fair value through profit or loss - current

  3. Financial assets at fair value through profit or loss - non-current

  4. Financial assets at fair value through other comprehensive income - non-current

Note 3: Foreign currencies were translated into New Taiwan Dollars with exchange rate as of December 31, 2022 as follows: USD: NTD 1:30.71.

~300~

Table 3

Expressed in thousands of NTD

STANDARD CHEM & PHARM. CO., LTD.

' - Acquisition of real estate reaching $300 million or 20% of the Company s paid in capital or more

For the year ended December 31, 2022

Status of payment
Name of the
Corporation of acquisition Name of
Property
Date of acquisition Trade amount
of proceeds
counterparty
Relationship
The last transfer data of related counterparty
Basis forprice
Reason for
Owner
Relationship
Date
Amount
determination
acquisition
Other terms
Syngen Biotech Co,. Ltd.
Land and
plant building
2022.05
$ 407,887 $ 407,887Taiwan Yunlin District
Court



$ -
(Note)
For use in operation

Note: A foreclosure acquired by bidding.

~301~
  • Significant inter company transactions during the reporting period For the year ended December 31, 2022

Table 4

Expressed in thousands of NTD

STANDARD CHEM & PHARM. CO., LTD.

Number
(Note 2)
Company name
Counterparty
Relationship
(Note 3)
Transaction
General ledger account
Amount
Transaction terms
Percentage of consolidated total
operatingrevenues or total assets(Note 4)
0
Standard Chem & Pharm. Co., Ltd. Syngen Biotech Co,. Ltd.
1
1
Souriree Biotech & Pharm. Co., Ltd.
1
SYN-TECH CHEM & PHARM CO.,
LTD.
1
1
Standard Pharmaceutical Co., Ltd.
Jiangsu Standard Biotech
Pharmaceutical Co., Ltd.
3
Purchases
$ 84,289 1 ~ 4 month(s) after monthly billings.
1%
Accounts payable
(
25,569)


Purchases
67,443 1 ~ 4 month(s) after monthly billings.
1%
Purchases
37,166 1 ~ 4 month(s) after monthly billings.
1%
Other receivables
92,247

1%

Note 1: As the amounts and counterparties of significant inter-company transactions are the same from the opposite transaction sides, no disclosure is required. Only transactions amounting to more than $10,000 are disclosed. Note 2: The numbers filled in for the transaction company in respect of inter-company transactions are as follows:

  • (1) Parent company is ‘0’.

  • (2) The subsidiaries are numbered in order starting from ‘1’.

Note 3: Relationship between transaction company and counterparty is classified into the following three categories:

  • (1) Parent company to subsidiary.

  • (2) Subsidiary to parent company.

  • (3) Subsidiary to subsidiary.

Note 4: Regarding percentage of transaction amount to consolidated total operating revenues or total assets, it is computed based on ending balance of transaction to consolidated total assets for balance sheet accounts and based on accumulated transaction amount for the year to consolidated total operating revenues for statement of comprehensive income accounts.

Note 5: Foreign currencies were translated into New Taiwan Dollars with exchange rate as of December 31, 2022 as follows: USD: NTD 1:30.71 and RMB: NTD 1:4.408.

~302~

STANDARD CHEM & PHARM. CO., LTD.

Information on investees

For the year ended December 31, 2022

Table 5

Expressed in thousands of NTD

Investor
Investee
Location
Main business activities
Initial investment amount
Shares held as at December 31, 2022
Net profit (loss) of
Investment income
Balance as at
December 31,
2022
Balance as at
December 31,
2021
Number of shares
Ownership
(%)
Book value
the investee for the
year ended
December 31, 2022
(loss) recognised
for the year ended
December 31, 2022
Note
Standard Chem &
Pharm. Co., Ltd.
Standard Pharmaceutical
Co., Ltd.
Samoa
Research and development,
trading, investment and
other business of medical
products
Chia Scheng Investment
Taiwan
General investment
Co., Ltd.
STANDARD CHEM. &
PHARM.
PHILIPPINES, INC.
Philippines Import and export of
various medical products,
medicine, supplements
Inforight Technology Co.,
Ltd.
Taiwan
Wholesale of multi-function
printers and information
software
Souriree Biotech & Pharm.
Co., Ltd.
Taiwan
Manufacturing of western
medicine and retail and
wholesale of various
medicines
Multipower Enterprise Corp.
Taiwan
Import and export of western
medicine, nourishment and
function food, processing,
manufacturing and sale of food
Advpharma Inc.
Taiwan
Research and development,
manufacturing and sale
of various medicine
Syngen Biotech Co., Ltd.
Taiwan
Research and development,
manufacturing and sale
of APIs, biopesticide,
fertiliser and biochemical
nutrition, sale of
preventive medicine
SYN-TECH CHEM. &
PHARM. CO., LTD.
Taiwan
Manufacturing and sale of APIs,
reagent, surfactant, Chinese,
western, and veterinary
medicinal products
Ho Yao Biopharm Co., LTD.
Taiwan
Research and development of new
medicine
$ 396,953
$ 396,953
13,000,000
100.00
$ 181,720 ($ 17,013) ($ 17,013) Subsidiary
161,356
161,356
14,553,000
100.00
11,003
72
72 Subsidiary
6,762
6,762
192,195
100.00
314 (
224) (
224)
Subsidiary
5,000
5,000
500,000
100.00
4,212
515
515 Subsidiary
41,871
41,549
5,673,908
93.58
41,483
11,709
9,043 Subsidiary
293,063
293,063
19,840,600
90.72
337,397 (
4,037) (
3,974) Subsidiary
525,933
525,933
53,226,806
88.71
266,798 (
11,061) (
9,748) Subsidiary
330,203
330,203
12,651,146
46.68
910,035
321,236
149,057 Subsidiary
(Note 1)
720,941
512,314
12,675,959
28.43
758,751
239,422
52,143 Subsidiary
(Note 2)
(Note 3)
46,800
-
3,680,000
84.99
38,417 (
10,406) (
8,383) Subsidiary
(Note 4)
~303~
Initial investment amount Initial investment amount Initial investment amount Initial investment amount Shares held as at December 31, 2022 Shares held as at December 31, 2022 Shares held as at December 31, 2022
Net profit (loss) of

Net profit (loss) of

Net profit (loss) of
Investment income Investment income
Balance as at Balance as at the investee for the (loss) recognised
Investor Investee Location Main business activities December 31,
2022
December 31,
2021
Number of shares Ownership
(%)
Book value year ended
December 31, 2022
for the year ended
December 31, 2022

Note
Standard Chem & WE CAN MEDICINES CO., Taiwan Wholesale of various medicine $
277,067
$
282,868
13,155,909 32.89 $ 235,502 $ 100,054 $ 33,360
Associate
Pharm. Co., Ltd. LTD. (Note 5)
Taiwan Biosim, Co., Ltd. Taiwan Research and development of 49,900 49,900 4,990,000 49.90 31,982 2,744 1,370
Associate
various
medicine
Syngen Biotech SYNGEN BIOTECH Malaysia Research and development, 7,322 7,322 1,000,000 100.00 978 ( 789) - Subsidiary
Co., Ltd INTERNATIONAL SDN. manufacturing and sale (Note 6)
BHD. of APIs and biochemical
nutrition, sale of
preventive medicine
Jhan Shuo Biopharma Co., Ltd. Taiwan Manufacturing, wholesale and sale 100 - 10,000 100.00 100 - - Subsidiary
of western medicine (Note 6)
(Note 7)
GENEFERM Taiwan Research and development, design, 273,840 273,840 12,000,000 28.94 309,854 93,454 - Associate
BIOTECHNOLOGY CO., LTD. quantification, manufacturing and (Note 6)
sale of microbial and edible
mushroom medicine fermentation,
herbal and vegetal functional
products, fruit and vegetable
fermentation concentrates and
protein products, management of
the aforementioned trade business,
technological consultancy, etc.
Advpharma Inc. CNH TECHNOLOGIES INC. USA Research and development of 13,734 13,734 400,000 35.60 683 ( 24,332) -
(Note 6)
various medicine
SYN-TECH CHEM. & Advpharma Inc. Taiwan Research and development, 9,626 9,626 1,495,414 2.49 7,687 ( 11,061) -
(Note 6)
PHARM. CO., LTD. manufacturing and sale
of various medicine
CNH TECHNOLOGIES INC. USA Research and development of 21,092 21,092 535,050 47.62 7,288 ( 24,332) -
(Note 6)
various medicine

Note 1: In September 2016, the subsidiary, Syngen Biotech Co., Ltd. ("Syngen"), filed for an initial public offering with Taipei Exchange. As part of the public trading process, the Company allowed its underwriter to exercise the overallotment option, which decreased the Company's ownership percentage in Syngen to below 50%. However, the Company did not lose control over Syngen.

Note 2: The company participated in the cash captial increase of SYN-TECH CHEM. & PHARM. CO., LTD., which results in becoming SYN-TECH's single largest corporate shareholder and having substantial control over it. Note 3: The Company spun off and transferred the synthesis department to SYN-TECH CHEM. & PHARM. CO., LTD. and received the common shares issued from the capital increase on July 1, 2022 Note 4: The subsidiary newly acquired in the first quarter of 2022.

Note 5: Formerly named as ‘WE CAN MEDICINES CO., LTD.’ and the name was changed since June 13, 2022.

Note 6: Not required to disclose income (loss) recognised.

Note 7: The subsidiary newly established in the third quarter of 2022.

Note 8: Foreign currencies were translated into New Taiwan Dollars with exchange rate as of December 31, 2022 as follows: USD: NTD 1:30.71.

~304~

Information on investments in Mainland China

For the year ended December 31, 2022

Table 6

Expressed in thousands of NTD

STANDARD CHEM & PHARM. CO., LTD.

Accumulated amount
of remittance from
Taiwan to
Mainland
Investee in Mainland China
Main business activities
Paid-in capital
Investment
method
China as of
January1,2022

Amount remitted from Taiwan to
Accumulated
amount of
remittance
Net income
Ownership held
Investment
Accumulated
amount of
Mainland China/Amount remittedfrom Taiwan
(loss) of
by
income (loss)
investment income
back to Taiwan for the year ended
December 31, 2022
to Mainland
China as of
investee for the
year ended
the Company
(direct or
recognised for
the year ended
Book value of
investments in
remitted back to
Taiwan as of
Remitted to
Mainland China
Remitted back
to Taiwan
December
31,2022
December 31,
2022
indirect)
December 31, Mainland China as of
2022
December 31,2022
December 31,
2022
Note
Jiangsu Standard Biotech
Research and development,
$ 276,390
Pharmaceutical Co., Ltd.
technical consulting and
technical services of
medicine
(Note 1)
$ 276,084
Jiangsu Standard-Dia
Research and development,
186,878
Biopharma Co., Ltd.
manufacturing and sale of
various medicine
(Note 2)
-
Shanghai Standard
Sale of various medicine and
4,512
(Note 3)
-
Pharmaceuticals Co., Ltd.
dietary supplement
$ -
$ - $ 276,084
($ 17,426)
100.00
($ 17,426) $ 52,323
$ - (Note 4)
-
-
-(
14,099)
55.00
(
7,755) (
6,559)
- (Note 4)
4,512
-
4,512(
1,179)
100.00
(
1,179)
3,274
- (Note 4)
Investment amount
approved by the Ceiling on investments
Investment in Mainland China
Accumulated amount of Commission of the imposed by the
remittance from Taiwan to Ministry of Economic Investment
Mainland China as of Affairs (MOEA) Commission of MOEA
Company name December 31, 2022 (Note 5) (Note 6)
Standard Chem & Pharm. Co., $
280,596
$ 276,390
$4,461,361
Ltd.

Note 1: Indirect investment in Mainland China through an existing company (Standard Pharmaceutical Co., Ltd.) located in the third area.

Note 2: Indirect investment in Mainland China through an existing company (Jiangsu Standard Biotech Pharmaceutical Co., Ltd.) located in Mainland China.

Note 3: Direct investment in Mainland China from Taiwan.

Note 4: Recognition is based on investees' financial statements audited and attested by independent accountants.

Note 5: In accordance with Article 4 of the Regulations Governing the Examination of Investment or Technical Cooperation in Mainland China, when the accumulated investment amount of an individual investor is less than US$1 million, it can be examined in the form of declaration to the regulatory authority which shall be made within six months after the investment.

The Company's investment in Shanghai Standard Pharmaceuticals Co., Ltd. amounting to $4,665 has not yet been declared as of the reporting date as it was still within the declaration period stipulated in the regulations and had been declared to the regulatory authority in February 2023.

Note 6: Ceiling is the higher of net assets or 60% of consolidated equity.

Note 7: Foreign currencies were translated into New Taiwan Dollars with exchange rate as of December 31, 2022 as follows: USD: NTD 1:30.71 and RMB: NTD 1:4.408.

~305~

Table 7

STANDARD CHEM & PHARM. CO., LTD. Major Shareholders Information

December 31, 2022

Major Shareholder's Name Shares
Number of shares
Percentage
Chin-Tsai, Fan
Tzu-Pin, Fan
Mei-Rong, Fan Hung
Tzu-Tin, Fan
Sen-Hao, Cheng
Tsuey-Wen, Yeh
20,786,813
12%
19,518,084
11%
14,584,781
8%
11,766,604
7%
9,368,888
5%
9,124,669
5%
  • Note 1: The information of major shareholders in this table is calculated by TDCC on the last business day at the end of each quarter to calculate that the shareholder-holding company has completed the book-entry delivery (including treasury stocks) of common stocks and special stocks totaling more than 5%. As for the share capital recorded in the company’s financial report and the company’s actual number of shares registered and delivered may be different due to the calculation bases.

  • Note 2: If shareholder has his/hers shares been entrusted, it shall disclosed in the trustee's individual accounts. As for shareholder's declareation of shares held by insiders with more than 10%, for shareholding that includes shares on hand and those have been entrusted, and the right to their entrust property, etc., please refer to MOPS's website.

~306~

Standard Chem. & Pharm. Co., Ltd.

==> picture [62 x 59] intentionally omitted <==

Chairman Tzu-Ting, Fan