SINPHAR - AGM Information 2024 | FinancialReports.eu

I. Meeting Procedure	1
II. Meeting Agenda	2
1. Company Reports	3
2. Ratifications	4
3. Discussions	6
4. Election	7
5. Other Proposals	7
6. Extraordinary Motions	9
III. Attachments
1. 2023 Business Report	10
2. Audit Committee’s Review Report	17
3. 2023 Financial Statements	18
4. Amendment Comparison Table of the Rules and Procedures of Board of	35
Directors Meetings
5. Endorsements and Guarantees	46
6. List of Candidates for Directors	47
IV. Appendices
1. Rules and Procedures of Shareholders Meetings	51
2. Articles of Incorporation	65
3. Rules and Procedures for Election of Directors and Supervisors	72
4. Rules and Procedures of Board of Directors Meetings	75
5. Current Shareholding of Directors	83

Sinphar Pharmaceutical Co., Ltd.

Procedure for the 2024 Annual Shareholders’ Meeting

Ⅰ. Call the Meeting to Order
Ⅱ. Chairperson Remarks
Ⅲ. Company Reports
Ⅳ. Ratifications
Ⅴ. Discussion
Ⅵ. Election
Ⅶ. Other Proposals
Ⅷ. Extraordinary Motions
Ⅸ. Adjournment
1 -

Sinphar Pharmaceutical Co., Ltd.

Agenda for the 2024 Annual Shareholders’ Meeting

Time: 10:00 a.m. on Wednesday, June 19, 2024

Type of Meeting: Physical Meeting

Venue: No. 95, Xinliao Rd., Zhongshan Village, Dongshan Township, Yilan County

269, Taiwan (R.O.C.) (Vocational Training Center)

Attendants: All Shareholders and Representatives of Equities

Chairperson: Chairman, Chih Wen Lee

Chairperson Remarks

Company Reports:

2023 Business Report
Audit Committee’s Review Report on the 2023 Financial Statements
Report on 2023 Remuneration Distribution for Directors and Employees
Report on Amendment to the Rules and Procedures of Board of Directors Meetings
Status Report of Endorsements and Guarantees for Subsidiaries
Other Matters

Ratifications:

Adoption of 2023 Business Report and Financial Statements
Adoption of 2023 Earnings Distribution

Discussions:

Proposal for Issuing New Shares through Capitalization of Retained Earnings

Election:

Election of Directors

Other Proposals:

Proposal for Release the Prohibition on Directors from Participation in

Competitive Business

Extraordinary Motions:

Adjournment

Company Reports

1. Proposed by the Board

Proposal:

2023 Business Report

Explanation:

Please refer to Attachment 1 (page 10) for Business Report.

2. Proposed by the Board

Proposal:

Audit Committee’s Review Report on the 2023 Financial Statements

Explanation:

Please refer to Attachment 2 (page 17) for Audit Committee’s Review Report.

3. Proposed by the Board

Proposal:

Report on 2023 Remuneration Distribution for Directors and Employees

Explanation:

The Remuneration Committee and Board of Directors passed the resolution on March 6, 2024. Remuneration to Directors is NT$5,897,584, and employees’ compensation is NT$10,484,593. Both are distributed in cash.
There is no difference between the above amount and the amount estimated in 2023.

4. Proposed by the Board

Proposal:

Report on Amendment to the Rules and Procedures of Board of Directors Meetings

Explanation:

In accordance with the amendment to laws and regulations and actual regulatory implementation needs, the Company proposed to amend the Rules and Procedures of Board of Directors Meeting. Please refer to Attachment 4 (page 35) for the amendment comparison table.

5. Proposed by the Board

Proposal:

Status Report of Endorsements and Guarantees for Subsidiaries

Explanation:

Please refer to Attachment 5 (page 46) for the information of endorsements and guarantees on December 31, 2023.

6. Proposed by the Board

Proposal:

Other Matters

Explanation:

None

Ratifications

1. Proposed by the Board

Proposal:

Adoption of the 2023 Business Report and Financial Statements

Explanation:

The Company’s Parent Company Only Financial Statements and Consolidated Financial Statements for 2023 were audited by the CPAs, Ya Quan Zhang and Jin Shu Pan of Crowe (TW) CPAs. Also, the business report and financial statements have been approved by the Board and reviewed by the Audit Committee of the Company. Please refer to Attachment 1 (page 10) and Attachment 3 (page 18) for the documents mentioned above.

Resolution:

2. Proposed by the Board

Proposal:

Adoption of 2023 Earnings Distribution

Explanation:

The 2023 earnings distribution table has been passed by the Board of Directors. The distribution status is as follows.

Sinphar Pharmaceutical Co., Ltd. 2023 Earnings Distribution Table

Sinphar Pharmaceutical Co., Ltd. 2023 Earnings Distribution Table
	Unit: NT$
Items	Total
Unappropriated retained earnings at the beginningofperiod	12,337,250
Add(minus):
Other comprehensive income(benefitplans)	(3,735,526)
Unappropriated retained earnings at the beginning of period after adjusted	8,601,724
Add(minus): Net income after tax in 2023	375,169,591
Add (minus): Adjustment to retained earnings from share of changes of changes in equities of subsidiaries	(13,969,151)
Unappropriated retained earnings after adjusted	369,802,164
Allocation:
Legal reserves	(36,980,216)
Special reserves	(15,803,609)
Retained earnings available for distribution	317,018,339
Distributable Items:
Dividend	(301,899,642)
Stock dividend	(134,177,620)
Cash dividend	(167,722,022)
Unappropriated retained earnings	15,118,697

Chairman: Chih Wen Lee General Manager: Yu Liang Pei Accounting Manager: Li Jung Hsieh

The Company will distribute dividends of NT$301,899,642 from retained earnings, with cash dividend of NT$167,722,022, which is NT$1 per share, and stock dividend of NT$134,177,620, which is 80 shares per thousand shares.
The cash dividends will be calculated to the nearest NT dollar. The remainder will be transferred into the account of Employee Welfare Committee. The Board of Directors is authorized to determine the ex-dividend date after the proposal is approved by the Shareholders’ Meeting.
If the number of total shares outstanding has changed which may cause a fluctuation of the ratios of dividend, therefore requiring adjustments, the Board of Director is proposed to be authorized to make such adjustments.

Resolution:

Discussions

1. Proposed by the Board

Proposal:

Proposal for Issuing New Shares through Capitalization of Retained Earnings

Explanation:

To provide working capital, the Company will distribute stock dividend of NT$134,177,620 from retained earnings, amounting to 13,417,762 shares, to issue new shares through capitalization. The par value shall be NT$10 per share.
Based on the shareholding status inscribed on the shareholders list as of the record date, the stock distribution shall be 80 shares per thousand shares. Shareholders can request to consolidate fractional shares with the Company's shareholder service agent within the period of five days from the share transfer suspension date. In the event that fractional shares are not consolidated within such time period, or where consolidation produces a fraction of less than one share, then such fractional shares will be converted to cash rounded to the nearest NT dollar in accordance with its par value and distributed to the shareholder. The remaining uncombined shares and fractional shares will be subscribed by persons designated by the chairman. If any distribution is conducted by book entry transfer, the fees will paid by such fractional shares.
The rights and obligations of these newly issued shares from retained earnings of 2023 are the same as the outstanding shares. If the distribution conditions shall be revised based on competent authority assessment or any factors, the Chairman is authorized to make such adjustment.
If the number of total shares outstanding has changed which may cause a fluctuation in the ratios of dividend, therefore requiring adjustments, the Board of Directors is proposed to be authorized to make such adjustments.

Resolution:

Election

1. Proposed by the Board

Proposal:

Election of Directors

Explanation:

The term of the current Directors will expire on June 22, 2024. The eleven Directors (including three Independent Directors) will be elected at the Shareholders’ Meeting. The term of newly elected Directors is from June 19, 2024 to June 18, 2027. Please elect.
From April 12, 2024 to April 22, 2024, the Company accepted the nomination of candidates for Directors. Except for the candidates submitted by the Board of Directors on May 6, 2024, there were no shareholders nominate the candidates.
The election of Directors (including Independent Directors) shall be adopted by candidate nomination system. Shareholders shall vote for Directors from the candidates list. Please refer to Attachment 6 (page 47) for the candidates profiles.

Voting Result:

Other Proposals

1. Proposed by the Board

Proposal:

Proposal for Release the Prohibition on Directors from Participation in Competitive Business

Explanation:

According to Article 209 of Company Act, a director who does anything for himself or on behalf of another person that is within the scope of the company’s business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.
For the candidates for Directors (including Independent Directors) who invest in other companies or on behalf of others in the same or similar business scope of the Company and serve as directors, the Company proposes for the approval of releasing the non-competition restriction by the shareholders at this Shareholders Meeting.
7 -

3. The information is as follows:

Name	Company Name and Concurrent Position	Main Business Scope and Conflict of Interest
Chairman, Chih Wen Lee	Chairman, SynCore Biotechnology Co., Ltd. Chairman, ZuniMed Biotech Co., Ltd. Chairman, SUNETIC BIOTECH INC Chairman, UNIVERSAL NEXT TECHNOLOGIES INC	Drugs, functional food, medical devices Similar industry, submit to permit to lift the restriction.
Vice Chairman, Yi Ta Lee	Vice Chairman, SynCore Biotechnology Co., Ltd. Chairman, ZuniMed Biotech Co., Ltd. Director, SUNETIC BIOTECH INC Chairman, CanCap Pharmaceutical Ltd. Representative, SynCore Biotechnology Europe GmbH Independent Director, Bionet Corp.	Drugs, functional food, medical devices, cell therapy, regenerative medicine, big data in healthcare Similar industry, submit to permit to lift the restriction.
Director, Hsiu Chi Kuo	Chairman, Glory Nutria Ltd. Chairman, Vit-Gute Nutrition Ltd.	Sales agency for health supplements Similar industry, submit to permit to lift the restriction.
Independent Director, Hsin Yu Chou	Accounting Manager, Nice Garden Industrial Co., Ltd.	Agricultural biotechnology, manufacturing and wholesale of veterinary drugs Similar industry, submit to permit to lift the restriction.
Independent Director, Ching Lung Lee	Independent Director, VISGENEER INC Chairman, BELX Bio-Pharmaceutical Co., Ltd.	Medical devices, new drug R&D, biotechnology, skincare products Similar industry, submit to permit to lift the restriction.

Resolution:

Extraordinary Motions

Adjournment

Attachment 1

2023 Business Report

2023 marks the 47th year since Sinphar was founded. The Company has continuously achieved breakthrough innovation, diversified the development of generic drugs, enhanced capabilities in new drugs R&D, and strengthened the strategies and development of natural botanical products. In 2023, the operational performance sustained growth, not only in revenue, but also in the earnings per share (EPS) at NT$2.24, which was the highest record in recent years. This is a result from Sinphar’s commitment to investing in new products, new projects, process and quality management, and digital transformation, and building a foundation with active market channels expansion and strategic alliances.

Because the Company implemented preventative measures and prepared safety stocks, drug shortages that impacted this industry did not affect Sinphar, resulting in a gradual growth of customers and revenue. As Sinphar’s health supplements grows in popularity with the elderly, the Company introduced health products for hypertension, hyperlipidemia, hyperglycemia, and chronic diseases targeting the needs of Taiwan’s growing aging population. “Memoregain Capsules” a TFDA approved antiaging health product, was the top-selling product this year. In addition, in partnership with 1,300 Sinphar Counters and 2,000 pharmacists located in local neighborhoods, six other health foods such as “Potent Plus Soft Capsules” for antifatigue, “Lipucan Capsules” for boosting immunity, and drugs for hypertension, hyperlipidemia and hyperglycemia, are expected to grow in sales. In international business, in addition to the original co-development of drugs and functional food and OEM for other global companies, the Company obtained organic certifications in the United States, Europe, and China, which are beneficial to the future development of natural botanical materials that hold 163 patents in 19 countries.

SynCore is in a better financial state after a capital reduction then a capital increase this year. Years of domestic and overseas new cancer drugs R&D has given SynCore a wealth of knowledge and experience in this field. For operational outlook, SynCore will strategically select international projects in the area of development and agency of global cancers generic drugs, agency of global new drugs for cancers, development of API for cancers and development of new dosage forms and new drugs. If the projects can be successfully completed and commercialized, SynCore will have an extensive comprehensive product line.

In addition to abovementioned development and investments, with giving back to society in mind, Sinphar spends tens of millions of dollars in energy saving and carbon reduction. The Company also participates in charitable activities such as

10 -

organizing the Sinphar Yilan Marathon to promote public healthcare education. In recent years, the public has paid more attention to ESG criteria. The Company dedicates itself to ESG and integrates them in its business strategy that is built-in at the foundation of daily operations.

Looking ahead, Sinphar will continue to uphold the philosophy of “life, health, and technology” to invest in and develop our business. Furthermore, the Company will strengthen vertical integration and establish strategic alliances with other companies to increase synergy of partners and stakeholders. Sinphar hopes to contribute to Taiwan’s pharmaceutical industry and live up to the expectations of shareholders.

1.1 2023 Business Report

1.1.1 2023 Operational Performance

In 2023, Company’s revenue reached NT$2.96 billion, an increase of NT$106.283 million over the previous year. Net profit after taxes was NT$359.776 million, up from 117.32% in 2022. Net profit attributed to the parent company was NT$375.17 million and the earnings per share was NT$2.24, increased by 67.01% and 67.16% respectively from the previous year.

1.1.2 Financial and Profitability Analysis

Unit: NT$ thousand

Item	Year	2023	2022	Increase (Decrease) (%)
Financial Status	Revenue	2,962,934	2,856,651	3.72
	Gross Profit	1,091,243	1,091,300	(0.01)
	Net Profit (Loss)	356,776	164,174	117.32
	Net Profit (Loss)- Parent Company	375,170	224,644	67.01
	Net Loss- Non-controlling Interest	(18,394)	(60,470)	69.58
Profitability	Net Profit Margin (%)	12.04	5.75	109.39
	Earnings Per Share (NTD)	2.24	1.34	67.16

11 -

1.1.3 Research and Development

A. Research and Development Expenses in Recent Two Years

Unit: NT$ thousand

		Unit: NT$ thousand
Year Item	2023	2022
R&D Expenses	132,580	272,163
Revenue	2,962,934	2,856,651
%	4.47%	9.53%

B. Main Research and Development Activities in 2023

(A) Food: 8 products
(B) Cosmetics: 2 products
(C) Drugs: 4 products

(D) Product Improvement: 58 products

(E) 5 Technical Projects

C. Research and Development Progress

Item	Category		Indication/
		Code		R&D Progress/ Current Situation
			Application

1	Botanical new drugs/ Natural botanical materials
			Dementia/
				Approved for phase II clinical trial by TFDA and U.S. FDA.
			Brain Health/
		ST01		Preparing for clinical trial.
			Vitality/
				Acquired the health food certification for anti-aging.
			Health food


2	Botanical new drugs
			Drugs for
				Approved for phase II clinical trial by TFDA and U.S. FDA.
		ST02	chronic stable
				Follow-up development is in progress
			angina


3	Botanical new drugs/ Natural botanical materials
				Completed Druggability Research Part I and Part II in
			Cancer adjuvant
				progress.
		SF01	treatment agent/
				Acquired the health food certification of assisting in
			Health food
				modulating allergy constitution and immune modulation.


4	Natural botanical materials
				Completed clinical efficacy trial proving the product has the
		GF159	Brain Health	function of improving memories, learning abilities, and
				sleep quality.

12 -

Item	Category		Indication/
		Code		R&D Progress/ Current Situation
			Application

5	New small molecular drugs
				Received project funding from MOEA.
				Completed phase I clinical trial in Taiwan.
				Approved for phase II clinical trial by U.S. FDA.

		SB01	Head and neck	Approved for and completed phase II clinical trial by

			cancers	TFDA.

				The efficacy of drug and dose adjustment is under
				discussion.

6	New small molecular drugs
			Cancer	Formulation development before clinical trial.
		SB02
			treatment	Deprescribing is under discussion.


7	Botanical new drugs
		SB03	Genital wart	Acquired TFDA drug license to sell drug products in
		VEREGEN®	(condyloma)	specialized channels (hospitals, clinics, and pharmacies).

8	Eye drops
				Successful international cooperation with South Korean
			Dry age-related
				AJU Pharm in granting authorization right to the Company.
		SB04	macular
				Approved for phase II/III clinical trial by TFDA.
			degeneration
				Dose adjustment is under discussion


9	Positively charged liposome
				Approved for the phase III clinical trial by FAMHP and
				TGA.
		SB05	Triple-negative
				Approved for the phase III clinical trial by TFDA.
		TNBC	breast cancer
				Received project funding from MOEA.

				Feasibility study is under discussion.


				Approved for phase III clinical trial in the U.S., Taiwan,
				France, Hungary, South Korea, Russia, and Israel.
				Received the grant of A+ Industrial Innovation R&D
			Pancreatic	Program by MOEA.
		SB05PC
			cancer	Completed final analysis of phase III clinical trial.

				Project is under discussion.


				Approved for phase III clinical trial by NMPA.

13 -

1.2 Business Plan for 2024

Management Guideline and Marketing Strategies

“Public’s health is the ideal of Sinphar.” Sinphar upholds the philosophy of “life, health, and technology,” and develop drugs, health supplements, and aesthetic medicine products to guard public’s health and quality of life.

Sinphar is pays equal attention to R&D, production, and marketing. Based on the professional research and development, the group combines the resources of the subsidiaries at home and aboard to make a comprehensive one-stop industry chain of R&D, production, packaging supplies and sales.

In recent year, the three major developments of the group are new drugs R&D, natural botanical materials, and drugs. Sinphar develops specific products through efficient production and strengthened quality monitoring. Additionally, the group enters global health market and maximizes value with diverse marketing tools and channels.

Operation and Marketing Strategies in 2024

A. New Drugs Research and Development

(A) SynCore Bio’s pipeline is still in progress.
(B) Development and agency of global cancers generic drugs, agency of global new drugs for cancers, development of API for cancers and development of new dosage forms and new drugs.

B. Natural Botanical Materials

(A) Based on long-term R&D and scientific data from the group, Sinphar combines and develops natural botanical materials that strengthen brain health, muscle energy and immune system and improve sleep quality to create a niche.
(B) Develop or introduce unique health supplement/functional food, focus on preventive medicine, accelerate product innovation, and improve various diseases caused by aging population and stress.
(C) Develop monopolistic API, in addition to internal-use, Sinphar actively expands the supply markets.
(D) Independent research and development of natural materials with patent protected raw materials, control the source of raw materials, in order to develop market-differentiated health supplements.
(E) Develop unique skincare ingredients to actively expand cosmeceutical market.
14 -

C. Drugs

(A) Develop preventive and niche products for all ages.
(B) Focus on niche generic drug products. Through drug repurposing, develop new indication. The group can shorten development schedule and reduce costs for better NHI price.
(C) Diversify product development. Except for self-production, Sinphar also actively collaborates with foreign pharmaceutical companies. Recently, Sinphar introduced gastrointestinal and hypolipidemic drugs from Japan and entered the market successfully. With a growing aging population, Sinphar will further develop drugs for chronic illnesses to expand market share.
(D) Expand technical cooperation with global pharmaceutical companies, Sinphar introduces manufacturing technologies in generic drugs to expedite product development.

D. Strengthen Quality System to Lay the Foundation for Sustainable

Development

(A) Import digital integrated management system and establish routine digital management.
(B) Handle abnormal quality with automated report which forward the report to related departments for timely investigation, and start a cross-departmental quality committee to establish improvement measures.
(C) Continue to strengthen the manufacturing quality system and corresponding measures of laws.
(D) Cooperate with external quality agencies to inspect quality and process of production to strengthen quality management system and quality monitoring.

E. Diversified Marketing and Foreign Business

(A) After the steady growth of generic drugs market in Japan, Sinphar also obtained the GMP certification of food plant and HALAL certification from MUI, actively captures market shares of South East Asia and Islam in Asia.
(B) Using different product strategies between Blue Ocean and Red Ocean to capture hospital and clinic market shares and create better profit structure.
(C) In the post-pandemic era, online shopping became one of the most popular consumer sales channels. Sinphar actively expands e-commerce,
15 -

telemarketing, and experiential marketing with Sinphar Health Park to integrate online and offline sales. This provides consumers with greater convenience in purchasing Sinphar’s health and skincare products.

(D) Sinphar can quickly realizes R&D results into products with business-to-business marketing, and further brings brand awareness through advertising and focuses on business-to-consumer marketing.
(D) Establish strategic alliances with international companies and to develop global market through the co-development of various kinds of pharmaceuticals.

F. Set up Intelligent Plant to Improve Productivity to Meet Global Demand

(A) The plants implemented SAP, MES, and WMS systems. From purchase-sales-inventory management, product manufacturing and control, warehouse management, and to real-time inventory, we reduced cost and improved operation efficiency with computerized management. Complete computerized data meets global market demand and increases international competitiveness.
(B) Sinphar spares no expense when investing in the replacement of software and hardware and implement AI for checking production compliance and preventing human error, improving manufacturing efficiency, and monitoring quality. We combine the system with manufacturing automation, and plan to expand it to include logistics and sales and marketing systems.
(C) In response to projected increase in customer deliveries, Sinphar plans to build a new automated warehouse, equipped with a computer system that integrates warehouse with manufacturing and increases logistic efficiency.
(D) Sinphar simultaneously establishes an information security management system to protect enterprise resource management system, manufacturing execution system and the maintenance of machine room.

Chairman: Chih Wen Lee

General Manager: Yu Liang Pei

Accounting Manager: Li Jung Hsieh

16 -

Attachment 2

Sinphar Pharmaceutical Co., Ltd. Audit Committee’s Review Report

The Board of Directors has prepared the Company’s 2023 Business Report, Financial Statements (including Consolidated Financial Statements), and Proposal for Earnings Distribution. The above-mentioned Financial Statements have been audited by CPAs, Ya Quan Zhang and Jin Shu Pan of Crowe (TW) CPAs and they have issued an audit report. The Business Report, Financial Statements, and Proposal for Earnings Distribution have been audited and determined to be no inappropriateness by the Audit Committee. According to Article 14 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report.

Sinphar Pharmaceutical Co., Ltd. Audit Committee Convener: Ching Lung Lee

March 6, 2024

17 -

Attachment 3

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders of

Sinphar Pharmaceutical Co., Ltd.

Opinion

We have audited the accompanying parent company only financial statements of Sinphar Pharmaceutical Co., Ltd. (the “Company”), which comprise the parent company only balance sheet as of December 31, 2023 and 2022 and the parent company only statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2023 and 2022, and the notes to the parent company only financial statements, including a summary of significant accounting policies.

In our opinion, the accompany parent company only financial statements present fairly, in all material respects, the financial position of the Company as of December 31,2023 and 2022, and its financial performance and its cash flows for the years ended December 31, 2023 and 2022, in accordance with the Regulation Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulation Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards 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. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements for the year ended December 31, 2023. 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, and we do not provide a separate opinion on these matters.

Key audit matters for the Company’s parent company only financial statements for the year ended December 31, 2023 are stated as follows:

Inventory Valuation

Please refer to Note 4(7.) and 5(2.) in the accompanying parent company only financial statements for related disclosures of the Company’s valuation of inventory accounting policies and critical accounting estimate and assumption.

18 -

The Company mainly engages in the production and sales of various types of drugs and food supplements. As the regulations to the pharmaceutical industry cause the cost to increase and meanwhile selling prices are less likely to be affected as they are covered by the health insurance system. Furthermore, the price of food supplement inventory fluctuates due to market competition and the impacts aroused from advertisements. Management assesses that the net realizable value of inventory involves material judgment. Hence, it is taken as a one of the key audit matters.

Our key audit procedures in response

Our procedures in relation to inventory valuation included:

Understand and evaluate the design and implementation of the internal control in relation to inventory.
Perform inventory counts, to identify if there are any inventories which are obsolete or damaged.
Obtain Inventory aging reports to analyses the changes in inventory age, and check the records of inventory changes to verify the correctness of inventory.
Evaluate the reasonableness of its inventory valuation policy of unmarketable items and obsolescence, and check the latest inventory sales price to evaluate the reasonableness of the net realizable value of the inventory.
Obtain evaluation documents for subsequent measurement of inventories and assess whether they have been measured in accordance with established accounting policies and review if the management’s disclosure on the evaluation of inventory is presented fairly.

Revenue Recognition

Please refer to Note 4(16.) and 5(2.) in the accompanying parent company only financial statements for related disclosures of the Company’s revenue recognition accounting policies and critical accounting estimate and assumption.

Some products of the Company provide discounts or sales incentives based on the terms of the sales contract. Since the recognition of the revenue is measured on the net basis of the related discounts and incentives, we consider the revenue recognition as a key audit matter.

Our key audit procedures in response

Our procedures in relation to the revenue recognition included:

Evaluate the design and implementation of the internal control in relation to the revenue recognition.
Perform sales contract checks to verify whether the records on the recognition of sales revenue agree with the related contract, and evaluate the fairness of the management’s estimated sales discounts and sales incentives.
Assess whether the management’s accounting treatments and disclosure in relation to sales discounts and sales incentives are presented fairly.

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 Regulation 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.

19 -

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 operation, or has no realistic alternative but to do so.

Those charged with governance (including members of the 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 auditing standards 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 auditing standards of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentation, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the parent company only financial statements or, if such disclosure 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.
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 achieve fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the investee accounted for using equity method within the Company to express an opinion on the parent company only financial statements. We are responsible for direction, supervision and performance of the investee audit. We remain solely responsible for our audit opinion.
20 -

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements for the year ended December 31, 2023 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.

The engagement partners on the audit resulting in this independent auditors’ report are Ya Quan Zhang and Jin Shu Pan.

Crowe (TW) CPAs

Taipei, Taiwan

The Republic of China

March 6, 2024

For the convenience of readers and for information purpose only, the auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. In the event of any discrepancy between the English version and the original Chinese version or any differences in the interpretation of the two versions, the Chinese-language auditors’ report and financial statements shall prevail.

21 -

Sinphar Pharmaceutical Co., Ltd. PARENT COMPANY ONLY BALANCE SHEETS For the years ended December 31, 2023 and 2022

(In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS	Note	% Amount December 31,2023	% Amount December 31,2023	Amount % December 31,2022	Amount % December 31,2022
		Amount		Amount
Cash and cash equivalents Notes receivable, net Accounts receivable, net Inventories Prepayments Other current assets Total current assets	6 (1) 6 (2) 6 (3)`、`6(17) and 7 (3) 6 (4) 7 (3) 6 (5) 6 (5) 6 (6) 6 (7), 7 (3) and 8 6 (8) and 8 6 (9) and 8 6 (22)	$ 700,998 163,900 426,002 705,774 35,781 4,773 2,037,228	12 3 7 12 1 - 35	$ 703,055 178,825 456,586 615,056 36,598 4,105 1,994,225	13 3 8 11 1 - 36
NONCURRENT ASSETS
Financial assets at fair value through profit and loss, non-current Financial assets at fair value through other comprehensive income, non-current		2,394 10,136 1,136,111 2,279,559 111,388 20,711 170,856 19,954 24,736 30,762 3,806,607 $ 5,843,835	- - 20 39 2 - 3 - - 1 65 100	1,219 9,608 1,161,753 2,020,278 237,961 28,466 52,108 57,626 17,830 19,147 3,605,996 $ 5,600,221	- - 21 36 4 1 1 1 - - 64 100
Investments accounted for using equity method Property, plant and equipment Investment property, net Intangible assets Deferred tax assets Prepayments for equipment Refundable deposits Other non-current assets Total non-current assets TOTAL

LIABILITIES AND EQUITY CURRENT LIABILITIES
Short-term loans Contract liabilities-current	6 (10) 6 (17)	$ 360,000 84,352 302,196 290,614 - 48,490 37,254 1,122,906 1,486,473 35,552 100,566 1,622,591 2,745,497 1,677,221 924,140 142,979 121,367 369,802 634,148 (137,171) 3,098,338 $ 5,843,835	6 1 5 5 - 1 1 19	$ 360,000 93,235 313,721 281,867 39,774 48,116 42,614 1,179,327	6 2 5 5 1 1 1 21
Accounts payable	7 (3)
Other payable Current tax liabilities Long-term loans - current portion Other current liabilities, others Total current liabilities	7 (3) 6 (11) and 8 6 (11) and 8 6 (12) 6 (22) and 7(3) 6 (13) 6 (14) 6 (15) 6 (15) 6 (15) 6 (16)
NONCURRENT LIABILITIES
Long-term loans Net defined benefit liability, non-current Other non-current liabilities, others			25 1 2 28 47 29 16 2 2 6 10 (2) 53 100	1,404,819 35,978 49,867 1,490,664 2,669,991 1,677,221 929,972 119,606 91,075 233,724 444,405 (121,368) 2,930,230 $ 5,600,221	25 1 1 27 48 30 16 2 2 4 8 (2) 52 100
Total non-current liabilities
Total liabilities EQUITY Capital stock Capital surplus Retained earnings Legal capital reserve Special capital reserve Unappropriated retained earnings
Total retained earnings
Other Equity Total equity TOTAL LIABILITIES AND EQUITY

The accompanying notes are an integral part of the consolidated financial statements.

22 -

Sinphar Pharmaceutical Co., Ltd.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME

For the years ended December 31, 2023 and 2022

(In Thousands of New Taiwan Dollars)

		2023		2022
ITEM	Note	Amount $ 2,717,210 (1,684,194) 1,033,016 (568) 371 1,032,819 (433,725) (136,083) (122,146) (1,699) (693,653) 339,166 7,516 36,774 (4,892) (32,114) (35,189) (27,905) 311,261 63,909 375,170 (3,736) (1,922) (1,862) (7,520) (15,045) 17 3,009 (12,019) (19,539) $ 355,631	%	Amount	%
NET REVENUE COST OF REVENUE GROSS PROFIT Less: Unrealized profit on sales Add: Realized profit on sales GROSS PROFIT OPERATING EXPENSES Selling expenses Administrative expenses Research and development expenses Expected credit impairment loss Total operating expenses NET OPERATIONS INCOME NON-OPERATING INCOME AND EXPENSES Interest income Other income Other gains and losses Finance costs Share of the loss of subsidiaries and associated and joint ventures accounted for using equity method Total non-operating income and expenses INCOME BEFORE INCOME TAX INCOME TAX (EXPENSE) BENEFIT PROFIT OTHER COMPREHENSIVE INCOME (LOSS)	6 (17) and 7 (3) 6 (4), 6(20) and 7 (3) 6 (20) and 7 (3) 6 (3) 6 (18) and 7 (3) 6 (19) and 7 (3) 6 (21) 6 (6) 6 (22) 6 (23) 6 (24)		100 (62) 38 - - 38 (16) (5) (4) - (25) 13 - 1 - (1) (1) (1) 12 2 14 - - - - (1) - - (1) (1) 13	$ 2,511,206 (1,577,211) 933,995 (371) 1,106 934,730 (390,581) (121,669) (111,002) (1,869) (625,121) 309,609 1,744 40,226 11,707 (25,007) (51,887) (23,217) 286,392 (61,748) 224,644 9,080 (68) (3,274) 5,738 13,919 18 (2,784) 11,153 16,891 $ 241,535	100 (63) 37 - - 37 (16) (5) (4) - (25) 12 - 2 - (1) (2) (1) 11 (2) 9 - - - - 1 - - 1 1 10
Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit obligation Unrealized loss from investments in equity instruments measured at fair value through other comprehensive income Share of other comprehensive loss of subsidiaries, associates and joint ventures accounted for using equity method Items that may be reclassified subsequently to profit or loss:
Exchange differences arising on translation of foreign operations Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for using equity method
Income tax related to components of other comprehensive income that will be reclassified to profit or loss
Other comprehensive income (loss) for the year, net of income tax
TOTAL COMPREHENSIVE INCOME FOR THE YEAR
EARNINGS PER SHARE		$ 2.24
Basic earnings per share				$ 1.34
Diluted earnings per share		$ 2.23		$ 1.34

The accompanying notes are an integral part of the consolidated financial statements.

23 -

Sinphar Pharmaceutical Co., Ltd.

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY

For the years ended December 31, 2023 and 2022

(In Thousands of New Taiwan Dollars)

For the years ended December 31, 2023 and 2022 (In Thousands of New Taiwan Dollars)
	Capital Stock			Retained Earning		Other	$ (37,325) - - - (3,342) (3,342) (40,667) - - - - - - (3,784) (3,784) $ (44,451) EquityInterests Unrealized Gain(Loss) on Financial Assets at Fair Value Through Other Comprehensive Income	$ 2,722,239 - (33,544) 224,644 16,891 241,535 2,930,230 - - (167,722) (167,722) (19,801) 375,170 (19,539) 355,631 Total Equity
ITEM	Common Stock	Capital Surplus	Legal Capital Reserve	Special Capital Reserve	Unappropriated Retained Earnings (Accumulated Deficit)	$ (91,854) - - - 11,153 11,153 (80,701) - - - - - - (12,019) (12,019) $ (92,720) Foreign Currency Translation Reserve
Balance, January 1, 2022	$ 1,677,221 - - - - - 1,677,221 - - - - - - - - $ 1,677,221	$ 963,516 - (33,544) - - - 929,972 - - - - (5,832) - - - $ 924,140	$ 153,734 (34,128) - - - - 119,606 23,373 - - 23,373 - - - - $ 142,979	$ 91,075 - - - - - 91,075 - 30,292 - 30,292 - - - - $ 121,367	$ (34,128) 34,128 - 224,644 9,080 233,724 233,724 (23,373) (30,292) (167,722) (221,387) (13,969) 375,170 (3,736) 371,434 $ 369,802
Appropriations of earnings
Legal reserve used to offset accumulated deficits
Other changes in capital surplus Stock dividends from capital surplus
Net profit in 2022 Other comprehensive income (loss) in 2022, net of income tax Total comprehensive income (loss) in 2022 Balance, December 31, 2022 Appropriations of earnings Legal reserve appropriated
Special reserve appropriated Cash dividends of ordinary share Total appropriations of earnings Other changes in capital surplus Changes in ownership interests in subsidiaries Net profit in 2023 Other comprehensive loss in 2023, net of income tax Total comprehensive income (loss) in 2023
Balance, December 31, 2023								$ 3,098,338

The accompanying notes are an integral part of the consolidated financial statements.

24 -

Sinphar Pharmaceutical Co., Ltd.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS For the years ended December 31, 2023 and 2022

(In Thousands of New Taiwan Dollars)

For the years ended December 31, 2023 and 2022 Sinphar Pharmaceutical Co., Ltd. PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars)
ITEM CASH FLOWS FROM OPERATING ACTIVITIES	2023	2022
Income before income tax Adjustments for: Depreciation expense (including investment property) Amortization expense Expected credit impairment loss Interest expense Interest income	$ 311,261 145,015 29,193 1,699 32,114 (7,516) 35,189 (5,145) 568 (371) 14,771 29,039 (90,718) 817 27 (8,883) (11,525) 12,250 (5,360) (4,162) (19) 478,244 7,516 (32,026) (41,246) 412,488 (119,237) (2,450) (176,243) 5,842 (6,906) (5,230) (27,766) (68,153) 71,824 (328,319) - 160,000 (77,972) - (532) (167,722) (86,226) (2,057) 703,055 $ 700,998	$ 286,392 139,137 41,207 1,869 25,007 (1,744) 51,887 402 371 (1,106) (19,675) (93,154) (55,333) (9,889) (1,958) 928 120,199 36,888 10,678 (5,831) (1,474) 524,801 1,744 (24,802) (35,422) 466,321 - (9,676) (69,670) 87 7,462 (11,061) (12,219) (51,369) 44,405 (102,041) (80,000) 150,000 (226,888) (1,895) (28) (33,544) (192,355) 171,925 531,130 $ 703,055
Share of loss of subsidiaries and associates and joint ventures accounted for using equity method, net Loss (gain) on disposal of property, plant and equipment
Unrealized profit on sales Realized profit on sales Changes in operating assets and liabilities: Notes receivable, net Accounts receivable, net Inventories Prepayments Other current assets Contract liabilities Accounts payable Other payable Other current liabilities Net defined benefit liability Other operating liabilities Cash generated from operations
Interest received
Interest paid Income taxes paid
Net cash generated from operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of investments accounted for using equity method
Acquisition of financial assets at fair value through other comprehensive income Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment
Decrease (increase) in refundable deposits Acquisition of intangible assets
Increase in other non-current assets
Increase in prepayments for equipment Dividends received
Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Decrease in short-term loan Proceeds from long-term debt Repayments of long-term debt Decrease in long-term payables Decrease in refundable deposits Cash dividends paid Net cash used in financing activities NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD CASH AND CASH EQUIVALENTS AT END OF THE PERIOD

The accompanying notes are an integral part of the consolidated financial statements.

25 -

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders of

Sinphar Pharmaceutical Co., Ltd.

Opinion

We have audited the accompanying consolidated financial statements of Sinphar Pharmaceutical Co., Ltd. and its subsidiaries (the “Group”), which comprise the consolidated balance sheet as of December 31, 2023 and 2022 and the consolidated statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2023 and 2022, and the notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompany consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2023 and 2022, and its consolidated financial performance and its consolidated cash flows for the years ended December 31, 2023 and 2022, in accordance with the Regulation Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulation Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards 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 Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2023. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matters for the Group’s consolidated financial statements for the year ended December 31, 2023 are stated as follows:

Cash and Cash Equivalents

As of December 31, 2023, the cash and cash equivalent of the consolidated balance sheet was NT$ 1,074,489 thousand, which represented 17% of the Group’s consolidated total assets. As the Group is still in the research and development phase, it is necessary to maintain sufficient cash and cash equivalent balance to support future research and development costs. However, it is taken as a key audit matters due to cash and cash equivalent is a high-risk item.

26 -

Our key audit procedures in response

Our procedures in relation to cash and cash equivalent included:

Evaluate the design and implementation of internal control related to cash and cash equivalent, performed test count of cash on hand, checked the bank deposit balance with the bank statements, and send bank confirmation letter in accordance with the Auditing Standards No.505. “External confirmation”.
Performed a test audit of the supporting documents for large inflows and outflows of cash and bank deposits, paying attention to changes in cash and bank deposits immediately prior to and after the balance sheet date.

Inventory Valuation

Please refer to Note 4(8.) and 5(2.) in the accompanying consolidated financial statements for related disclosures of the Group’s valuation of inventory accounting policies and critical accounting estimate and assumption.

The Group mainly engages in the production and sales of various types of drugs and food supplements. As the regulations to the pharmaceutical industry cause the cost to increase and meanwhile the selling prices are less likely to be affected as they are covered by the health insurance system. Furthermore, the price of food supplement inventory fluctuates due to market competition and the impacts aroused from advertisements. Management assesses that the net realizable value of inventory involves material judgment. Hence, it is taken as a one of the key audit matters.

Our key audit procedures in response

Our procedures in relation to inventory valuation included:

Understand and evaluate the design and implementation of the internal control in relation to inventory.
Perform inventory counts, to identify if there are any inventories which are obsolete or damaged.
Obtain Inventory aging reports to analyses the changes in inventory age, and check the records of inventory changes to verify the correctness of inventory.
Evaluate the reasonableness of its inventory valuation policy of unmarketable items and obsolescence, and check the latest inventory sales price to evaluate the reasonableness of the net realizable value of the inventory.
Obtain evaluation documents for subsequent measurement of inventories and assess whether they have been measured in accordance with established accounting policies and review if the management’s disclosure on the evaluation of inventory is presented fairly.

Revenue Recognition

Please refer to Note 4(17.) and 5(2.) in the accompanying consolidated financial statements for related disclosures of the Group’s revenue recognition accounting policies and critical accounting estimate and assumption.

Some products of the Group provide discounts or sales incentives based on the terms of the sales contract. Since the recognition of the revenue is measured on the net basis of the related discounts and incentives, we consider the revenue recognition as a key audit matter.

Our key audit procedures in response

Our procedures in relation to the revenue recognition included:

Evaluate the design and implementation of the internal control in relation to the revenue recognition.
27 -
Perform sales contract checks to verify whether the records on the recognition of sales revenue agree with the related contract, and evaluate the fairness of the management’s estimated sales discounts and sales incentives.
Assess whether the management’s accounting treatments and disclosure in relation to sales discounts and sales incentives are presented fairly.

Intangible Assets Impairment

Please refer to Note 4(13.) and 5(2.) in the accompanying consolidated financial statements for related disclosures of the Group’s intangible assets impairment accounting policies and critical accounting estimate and assumption.

The accompanying consolidated financial statements for the year ended December 31, 2023 included intangible assets amounted to NT$ 71,823 thousand, which represented 1% of the Group’s consolidated total assets. The intangible assets of the Group are mainly for the patent technology licensing of the "positively charged liposomes EndoTag-1 anti-tumor drugs". The Group will continue to develop new drugs based on these patented technologies. Because the drugs are still under development, no cash inflow can be generated. As of the balance sheet date, the Group considers external and internal information in determining whether the intangible asset is impaired. If any indication of impairment exists, an assessment of the recoverable amount of the asset is required to confirm the impairment of the intangible asset. Since the impairment assessment performed by management involves critical judgement, we consider impairment assessment of intangible asset as a key audit matter.

Our key audit procedures in response

Our procedures in relation to management’s assessment of indicators of impairment included:

Reviewing the assessment of indicators of impairment provided by the management, and discussing with management to evaluate the following items:
(1)The product characteristics, target markets, technical trends, and possible derivative products of research and development projects and the patented technology licensing are still competitive in the marketplace ；
(2)There is no significant delay in the progress of the main research and development projects ；

(3)The total market value of the Group is higher than the net assets as of the balance sheet date.

Evaluating the reasonableness of management’s adoption of the key assumption and sensitivity analysis including the cash-generating units, forecast of cash flows, the possibility for product commercialization and the discount rate.

Other Matter

We have also audited the parent company only financial statements of Sinphar Pharmaceutical Co., Ltd. as of and for the years ended December 31, 2023 and 2022 on which we have issued an unmodified opinion.

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 Regulation Governing the Preparation of Financial Reports by Securities Issuers and the IFRS, IAS, IFRIC and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, 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.

28 -

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 members of the 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 auditing standards 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 auditing standards of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentation, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our 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 achieve 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 direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
29 -

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 for the year ended December 31, 2023 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.

The engagement partners on the audit resulting in this independent auditors’ report are Ya Quan Zhang and Jin Shu Pan.

Crowe (TW) CPAs

Taipei, Taiwan Republic of China

March 6, 2024

30 -

Sinphar Pharmaceutical Co., Ltd and Subsidiaries CONSOLIDATED BALANCE SHEETS

(In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS	Note	% Amount December 31,2023	% Amount December 31,2023	% Amount December 31,2022	% Amount December 31,2022
		Amount		Amount
Cash and cash equivalents Financial assets at fair value	6 (1) 6 (2) 6 (3) 6 (4)`、`6(19) 6 (5) 6 (6) 8 6 (2) 6 (7) 6 (8), 7(3) and 8 6 (9) and 8 6 (10) and 8 6 (24) 6 (11) and 8 6 (19) 6 (12) and 8 6 (12) and 8 6 (13) 6 (24)	$ 1,074,489 6,660 166,213 477,252 839,194 79,050 5,747 2,648,605 - 22,212 3,228,305 18,574 71,823 170,856 30,855 26,324 33,527 3,602,476 $ 6,251,081 $ 400,000 85,654 162 291,208 336,506 3,087 50,716 37,361 1,204,694 1,494,142 35,552 118,819 1,648,513 2,853,207 1,677,221 924,140 142,979 121,367 369,802 634,148 (137,171) 3,098,338 299,536 3,397,874 $ 6,251,081	17 - 3 8 13 1 -	$ 1,237,556 6,660 179,136 506,053 737,013 107,172 4,861 2,778,451 - 24,695 3,119,747 19,562 86,983 52,108 65,075 19,400 19,170 3,406,740 $ 6,185,191 $ 447,000 96,559 558 323,182 426,424 45,407 50,341 56,440 1,445,911 1,415,618 35,978 70,836 1,522,432 2,968,343 1,677,221 929,972 119,606 91,075 233,724 444,405 (121,368) 2,930,230 286,618 3,216,848 $ 6,185,191	20 - 3 8 12 2 - 45 - - 51 - 2 1 1 - - 55 100 7 2 - 5 7 1 1 1 24 23 - 1 24 48 27 15 2 1 4 7 (2) 47 5 52 100
through profit or loss, current
Notes receivable, net Accounts receivable, net Inventories Prepayments Other current assets
Total current assets			42
NONCURRENT ASSETS Financial assets at fair value through profit or loss, non-current Financial assets at fair value through other comprehensive income, non-current			- - 52 - 1 3 1 - 1 58 100
Property, plant and equipment Right-of-use assets Intangible assets Deferred tax assets
Prepayments for equipment
Refundable deposits Other non-current assets Total non-current assets TOTAL
			6 1 - 5 5 - 1 1 19 24 1 2 27 46
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term loans Current contract liabilities
Notes payable
Accounts payable
Other payable Current tax liabilities Long-term loans - current portion Other current liabilities, others Total current liabilities NONCURRENT LIABILITIES Long-term loans Net defined benefit liability, non-current Other non-current liabilities, others Total non-current liabilities Total liabilities
			27 14 2 2 6
EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE PARENT Capital stock Capital surplus Retained earnings Appropriated as legal capital reserve	6 (14) 6 (15) 6 (16)
Appropriated as special capital reserve
Unappropriated retained earnings
Total retained earnings Others equity interests	6 (17) 6 (18)		10
			(2)
Total equity attributable to shareholders of the parent non-controlling interests Total equity			49 5 54
Total liabilites and equity			100

The accompanying notes are an integral part of the consolidated financial statements.

31 -

Sinphar Pharmaceutical Co., Ltd and Subsidiaries

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In Thousands of New Taiwan Dollars)

		2023		2022
ITEM	Note	Amount $ 2,962,934 (1,871,691) 1,091,243 (446,775) (224,151) (132,580) (1,681) (805,187) 286,056 12,307 34,736 6,320 (33,711) 19,652 305,708 51,068 356,776 (3,736) (4,933) (8,669) (18,186) 3,009 (15,177) (23,846) $ 332,930 $ 375,170 (18,394) $ 356,776 $ 355,631 (22,701) $ 332,930 $ 2.24 $ 2.23	%	Amount %
OPERATING REVENUE OPERATING COSTS GROSS PROFIT OPERATING EXPENSES Selling expenses Administrative expenses Research and development expenses Expected credit impairment loss Total operating expenses NET OPERATIONS INCOME NON-OPERATING INCOME AND EXPENSES Interest income Other income Other gains and losses Finance costs Total non-operating income and expenses INCOME BEFORE INCOME TAX INCOME TAX (EXPENSE) BENEFIT PROFIT	6 (19) 6 (5, 22) 6 (22) and 7 (3) 6(4) 6 (20) 6 (21) 6 (23) 6 (24) 6 (25) 6 (26)		100 (63) 37 (15) (8) (4) - (27) 10 - 1 - (1) - 10 2 12	$ 2,856,651 100 (1,765,351) (62) 1,091,300 38 (408,272) (14) (213,063) (7) (272,163) (10) (467) - (893,965) (31) 197,335 7 5,776 - 48,707 2 21,041 1 (27,813) (1) 47,711 2 245,046 9 (80,872) (3) 164,174 6
OTHER COMPREHENSIVE INCOME (LOSS) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit obligation Unrealized gain from investments in equity instruments measured at fair value through other comprehensive income Items that may be reclassified subsequently to profit or loss: Exchange differences arising on translation of foreign operations			- - -	9,080 - (5,340) - 3,740 -

			(1)	16,874 -
Income tax related to components of other comprehensive income that will be reclassified to profit or loss Other comprehensive income (loss) for the year, net of income tax TOTAL COMPREHENSIVE INCOME (LOSS) FOR THE YEAR PROFIT (LOSS) ATTRIBUTABLE TO : Shareholders of the parent Non-controlling interests TOTAL COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO: Shareholders of the parent Non-controlling interests EARNINGS PER SHARE			- (1) (1) 11 13 (1) 12 12 (1) 11	(2,784) - 14,090 - 17,830 - $ 182,004 6 $ 224,644 8 (60,470) (2) $ 164,174 6 $ 241,535 8 (59,531) (2) $ 182,004 6
Basic earnings per share Diluted earnings per share				$ 1.34 $ 1.34

The accompanying notes are an integral part of the consolidated financial statements.

32 -

Sinphar Pharmaceutical Co., Ltd and Subsidiaries

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(In Thousands of New Taiwan Dollars)

(In Thousands of New Taiwan Dollars)
				EquityAttributable t	o Owners of Parent
	Capital Stock			Retained Earning		$ (91,854) $ (37,325) - - - - Other EquityInterests Foreign Currency Translation Reserve Unrealized Gain(Loss) on Financial Assets at Fair Value Through Other Comprehensive Income		Total
ITEM	Common Stock	Capital Surplus	Legal Capital Reserve	Special Capital Reserve	Unappropriated Retained Earnings (Accumulated Deficit)	$ (91,854) - Foreign Currency Translation Reserve			Non- Controlling Interests	Total Equity
Balance, January 1, 2022	$ 1,677,221	$ 963,516	$ 153,734	$ 91,075	$ (34,128)			$ 2,722,239 -	$ 354,944	$ 3,077,183
Appropriations of earnings
Legal reserve used to offset accumulated deficits	-	-	(34,128)	-	34,128				-	-
Other changes in capital surplus								(33,544)
Stock dividends from capital surplus	-	(33,544)	-	-	-	-			-	(33,544)
Net profit (loss) in 2022 Other comprehensive income (loss) in 2022, net of income tax Total comprehensive income (loss) in 2022	- - -	- - -	- - -	- - -	224,644 9,080 233,724	- 11,153 11,153	- (3,342) (3,342)	224,644 16,891 241,535	(60,470) 939 (59,531)	164,174 17,830
										182,004
Decrease in non-controlling interests	-	-	-	-	-	-	-	-	(8,795)	(8,795)
Balance, December 31, 2022 Appropriations of earnings Legal reserve appropriated Special reserve appropriated	1,677,221 - -	929,972 - -	119,606 23,373 -	91,075 - 30,292	233,724 (23,373) (30,292)	(80,701) - -	(40,667) - - - - - - (3,784) (3,784) - $ (44,451)	2,930,230 - -	286,618 - -	3,216,848 - -
Cash dividends of ordinary share	- - - - - - - $ 1,677,221	- - (5,832) - - - - $ 924,140	- 23,373 - - - - - $ 142,979	- 30,292 - - - - - $ 121,367	(167,722) (221,387) (13,969) 375,170 (3,736) 371,434 - $ 369,802	- - - - (12,019) (12,019) - $ (92,720)		(167,722) (167,722) (19,801) 375,170 (19,539) 355,631 - $ 3,098,338	- - 49,844 (18,394) (4,307) (22,701) (14,225) $ 299,536	(167,722)
Total appropriations of earnings Other changes in capital surplus Changes in ownership interests in subsidiaries Net profit (loss) in 2023 Other comprehensive loss in 2023, net of income tax Total comprehensive income (loss) in 2023 Decrease in non-controlling interests Balance, December 31, 2023										(167,722)
										30,043
										356,776 (23,846)
										332,930
										(14,225)
										$ 3,397,874

The accompanying notes are an integral part of the consolidated financial statements.

33 -

Sinphar Pharmaceutical Co., Ltd and Subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands of New Taiwan Dollars)

Sinphar Pharmaceutical Co., Ltd and Subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars)
ITEM CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Adjustments to reconcile profit (loss) Depreciation expense Amortization expense Expected credit impairment loss Interest expense Interest income Loss (gain) on disposal of property, plant and equipment Other adjustments to reconcile loss Changes in operating assets and liabilities: Notes receivable, net Accounts receivable, net Inventories Prepayments Other current assets Contract liabilities Notes payable Accounts payable Other payable Other current liabilities Net defined benefit liability Other operating liabilities Cash generated from operations	$ 305,708 $ 245,046 206,727 200,849 36,797 65,865 1,681 467 33,711 27,813 (12,307) (5,776) (5,126) 811 (60,370) - 12,769 (19,138) 27,285 (73,590) (102,181) (39,620) 25,232 50,897 (148) 1,320 (10,905) 2,922 (396) 395 (31,974) 121,921 (26,522) (99,220) (19,079) 20,571 (4,162) (5,831) (1,648) (1,413) 375,092 494,289 2023 2022
Interest received	12,301 5,751
Interest paid Income taxes paid	(33,651) (27,644) (57,372) (47,098)
Net cash generated from operating activities	296,370 425,298
CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of financial assets at fair value through other comprehensive income Proceeds from disposal of financial assets at amortised cost Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease (increase) in refundable deposits Acquisition of intangible assets Increase in other non-current assets Increase in prepayments for equipment Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Decrease in short-term loan Proceeds from long-term debt Repayments of long-term debt Decrease in redundable deposits Decrease in long-term payables	(2,450) (9,676) - 43,440 (198,725) (82,166) 6,300 243 (6,924) 7,418 (5,426) (11,963) (30,553) (12,218) (96,785) (59,316) (334,563) (124,238) (47,000) (140,000) 160,000 180,000 (81,101) (259,065) (666) (25) - (1,896)
Cash dividends paid Proceeds from issuing shares by subsidiaries Change in non-controlling interests	(167,722) (33,544)
	30,043 -
	(14,225) (8,795)
Net cash generated used in financing activities EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD CASH AND CASH EQUIVALENTS AT END OF THE PERIOD	(120,671) (263,325) (4,203) 5,036 (163,067) 42,771 1,237,556 1,194,785 $ 1,074,489 $ 1,237,556

The accompanying notes are an integral part of the consolidated financial statements.

34 -

Attachment 4

Sinphar Pharmaceutical Co., Ltd.

Amendment Comparison Table of Rules and Procedures of Board of Directors Meetings

After Amendment Current Article Description Article 3: Article 3: Amendment was made according to the Board Meetings shall be held at Board Meetings shall be held at revision of acts. least once every quarter. In calling least once every quarter. In calling a meeting of the board of directors, a meeting of the board of directors, a notice set forth therein the a notice set forth therein the subject(s) to be discussed at the subject(s) to be discussed at the meeting shall be given to each meeting shall be given to each director ~~and supervisor~~ no later director and supervisor no later than 7 days prior to the scheduled than 7 days prior to the scheduled meeting date. In case of urgent meeting date. In case of urgent circumstances Board Meetings circumstances Board Meetings may be held at any time. may be held at any time. The notice of Board Meetings may The notice of Board Meetings may be effected by means of be effected by means of correspondence, electronic correspondence, electronic transmission, or fax with the prior transmission, or fax with the prior consent of the recipients. consent of the recipients. All matters set out in the All matters set out in the subparagraphs of Article 11, subparagraphs of Article 11, paragraph 1 of these Rules and paragraph 1 of these Rules and Procedures shall be specified in the Procedures shall be specified in the notice of the reasons for convening notice of the reasons for convening a board meeting. No other matters a board meeting. No other matters may be raised by an extraordinary may be raised by an extraordinary motion. motion. Article 5: Article 5: Amended the wording in Chinese according to When a board meeting is held, an When a board meeting is held, an the revision of acts. attendance book shall be provided attendance book shall be provided for signing-in by attending for signing-in by attending directors. A director unable to directors. A director unable to attend in person may appoint attend in person may appoint another director to attend the another director to attend the meeting in his or her place in meeting in his or her place in accordance with the Company's accordance with the Company's Articles of Incorporation. Articles of Incorporation. Attendance by videoconference Attendance by videoconference

35 -

After Amendment

Current Article

Description

will be deemed attendance in person.

Article 6:

Board meetings shall be convened and chaired by the chairman. However, with respect to the first meeting of each newly elected board of directors, it shall be called and chaired by the director that received votes representing the largest portion of voting rights at the shareholders’ meeting in which the directors were elected; if two or more directors are so entitled to convene the meeting, they shall select from among themselves one director to serve as chair.

will be deemed attendance in person.

Article 6:

Amended the wording in Chinese to define the representation procedures.
Revised the paragraphs in accordance with acts.

Where a meeting of the board of Where a meeting of the board of directors is called by a majority of directors is called by a majority of directors on their own initiative in directors on their own initiative in accordance with Article 203, accordance with Article 203, paragraph 4 or Article 203-1, paragraph 4 or Article 203-1, paragraph 3 of the Company Act, paragraph 3 of the Company Act, the directors shall choose one the directors shall choose one person by and from among person by and from among themselves to chair the meeting. themselves to chair the meeting. When the chairman is on leave or When the chairman is on leave or for any reason is unable to exercise for any reason is unable to exercise the powers, a director designated the powers, a director designated by the chairman shall do so in by the chairman shall do so in place of the chair. If the chairman place of the chair. If the chairman does not make such a designation, does not make such a designation, the directors shall select one person the directors shall select one person from among themselves to serve as from among themselves to serve as chair. chair. If a director cannot attend the If a director cannot attend the board meeting in person, a director board meeting in person, a director may appoint another director to may appoint another director to attend the meeting in his or her attend the meeting in his or her

36 -

After Amendment

Current Article

Description

place shall in each case give to that director a written proxy stating the scope of authorization with respect to the reasons for meeting. The proxy referred to herein may be the appointed proxy of only one person.

~~Supervisors shall be invited to~~ Supervisors shall be invited to ~~attend the board meeting.~~ attend the board meeting. ~~Supervisors may submit opinion~~ Supervisors may submit opinion ~~and join the discussion of meeting~~ and join the discussion of meeting ~~item. However, they cannot~~ item. However, they cannot ~~exercise voting rights with respect~~ exercise voting rights with respect ~~to the items which are exclusive to~~ to the items which are exclusive to ~~the power of the board of directors.~~ the power of the board of directors. ~~Board of director may also invite~~ Board of director may also invite ~~relevant corporate managers or~~ relevant corporate managers or ~~other professional to attend the~~ other professional to attend the ~~board meeting to help directors~~ board meeting to help directors ~~understand business overview of~~ understand business overview of ~~the Company and answer directors’~~ the Company and answer directors’ ~~questions or make explanatory~~ questions or make explanatory ~~statements for the board of~~ statements for the board of ~~director.~~ director.

When a board meeting is held, as merited by the content of a proposal to be put forward at a board meeting, personnel from a relevant department or a subsidiary may be notified to attend the - meeting as non voting participants. When necessary, certified public accountants, attorneys, or other professionals retained by the Company may also be invited to - attend the meeting as non voting participants and to make explanatory statements, provided that they shall leave the meeting when deliberation or voting takes

37 -

After Amendment

Current Article

Description

place.

Article 7:

The chair shall call the board meeting to order at the appointed meeting time and when more than one-half of all the directors are in attendance. If one-half of all the directors are not in attendance at the appointed meeting time, the chair may announce postponement of the meeting time before the end of the day, provided that no more than two such postponements may be made. If the quorum is still not met after two postponements, the chair shall reconvene the meeting in accordance with these rules of procedure for the meeting.

The number of “all directors,” as used in the preceding paragraph and in Article 15, paragraph 2, subparagraph 2, shall be counted as the number of directors then actually in office.

Article 8:

Proceedings of a board meeting shall be recorded in their entirety in audio or video, and the recording shall be retained for a minimum of 5 years. The record may be retained in electronic form. If any litigation arises with respect to a resolution of a board meeting before the end of the retention period of the preceding paragraph, the relevant audio or video record shall be retained until finality in

Article 7:

The chair shall call the board meeting to order at the appointed meeting time and when more than one-half of all the directors are in attendance. If one-half of all the directors are not in attendance at the appointed meeting time, the chair may announce postponement of the meeting time, provided that no more than two such postponements may be made. If the quorum is still not met after two postponements, the chair shall reconvene the meeting in accordance with these rules of procedure for the meeting. The number of “all directors,” as used in the preceding paragraph and in Article 15, paragraph 2, subparagraph 2, shall be counted as the number of directors then actually in office.

Article 8:

Amended the wording in Chinese. 2. Amendment was made according to the Order No. Financial-Supervisory -Securities-Corporate11120383996 issued by the Financial Supervisory Commission on January 11, 2024.
Amendment was made according to the revision of acts. 2. Amended the wording in Chinese.
38 -

After Amendment

Current Article

Description

litigation.

Where a board meeting is held by videoconference, the audio or video documentation of the meeting constitutes part of the meeting minutes and shall be retained for the duration of the existence of the Company.

Article 10:

A board meeting shall follow the agenda given in the meeting notice. However, the agenda may be changed with the approval of a majority of directors in attendance at the board meeting.

Before the end of the scheduled agenda, the chair may not declare the meeting closed without the approval of a majority of the directors in attendance at the meeting.

At any time during the course of a board meeting, if the number of directors sitting at the meeting does not constitute a majority of the attending directors, then upon the motion by a director sitting at the meeting, the chair shall declare a suspension of the meeting, in which case Article 8, paragraph 2 shall apply mutatis mutandis.

~~When a board meeting is held, as merited by the content of a proposal to be put forward at a board meeting, personnel from a relevant department or a subsidiary may be notified to attend the meeting as non-voting participants.~~

restriction is not applied to the status.

Article 10:

A board meeting shall follow the agenda given in the meeting notice. However, the agenda may be changed with the approval of a majority of directors in attendance at the board meeting.

Before the end of the scheduled agenda, the chair may not declare the meeting closed without the approval of a majority of the directors in attendance at the meeting.

Amendment was made according to the Order No. Financial-SupervisorySecurities-Corporate-1 1120383996 issued by the Financial Supervisory Commission on January 11, 2024, and revised the wording.

39 -

After Amendment Current Article Description ~~When necessary, certified public~~ When necessary, certified public ~~accountants, attorneys, or other~~ accountants, attorneys, or other ~~professionals retained by the~~ professionals retained by the ~~Company may also be invited to~~ Company may also be invited to ~~attend the meeting as non voting~~ attend the meeting as non-voting ~~participants and to make~~ participants and to make ~~explanatory statements, provided~~ explanatory statements, provided ~~that they shall leave the meeting~~ that they shall leave the meeting ~~when deliberation or voting takes~~ when deliberation or voting takes ~~place.~~ place. At any time during a board meeting, if the chair cannot chair the meeting or declare the meeting adjourned without complying with the second paragraph of this article, the selection of proxy, as Article 6, paragraph 2 shall apply mutatis mutandis.

Article 11:

The matters listed below as they relate to the Company shall be raised for discussion at a board meeting:

Article 11:

Article 11: Amendment was made according to the acts. The matters listed below as they relate to the Company shall be raised for discussion at a board meeting:

The Company’s business plan.
Annual and semi-annual financial statement. In accordance with acts and regulations, if the semi-annual financial statement does not need to be audited by a certified public accountant, the semi-annual financial statement shall not be required.
Adoption or amendment of an internal control system pursuant to Article 14-1 of Securities and Exchange Act, and an assessment of the effectiveness of the internal control system.
The Company’s business plan.
Annual financial statement.
Adoption or amendment of an internal control system pursuant to Article 14-1 of Securities and Exchange Act, and an assessment of the effectiveness of the internal control system.
Adoption or amendment, pursuant to Article 36-1 of Securities and Exchange Act, of handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, extension of monetary
40 -
After Amendment Current Article Description
1. Adoption or amendment, loans to others, and pursuant to Article 36-1 of endorsements or guarantees for Securities and Exchange Act, of others. handling procedures for financial 5. The offering, issuance, or private
or operational actions of material placement of any equity-type
significance, such as acquisition securities. or disposal of assets, derivatives 6. If the board of directors does not
trading, extension of monetary appoint managing directors, the
loans to others, and election or discharge of the
endorsements or guarantees for chairman of the board of
others. directors.
The offering, issuance, or private placement of any equity-type securities.
The appointment or discharge of a financial, accounting, or internal audit officer.
If the board of directors does not appoint managing directors, the election or discharge of the chairman of the board of directors.
A donation to a related party or a major donation to a non-related party, provided that a public-interest donation of disaster relief for a major natural disaster may be submitted to the following board meeting for retroactive recognition.
The appointment or discharge of a financial, accounting, or internal audit officer.
A donation to a related party or a 9. Any matter required by Article

major donation to a non-related 14-3 of Securities and Exchange

party, provided that a Act or any other law, regulation,

public-interest donation of or bylaw to be approved by

disaster relief for a major natural resolution at a shareholders’ disaster may be submitted to the meeting or board meeting, or any

following board meeting for such significant matter as may

retroactive recognition. be prescribed by the competent

Any matter required by Article authority.
Any matter required by Article 14-3 of Securities and Exchange Act or any other law, regulation, or bylaw to be approved by resolution at a shareholders’ meeting or board meeting, or any such significant matter as may be prescribed by the competent authority.

(Omitted)

41 -

	After Amendment	Current Article	Description
	Article 11-1: Apart from matters referred to in paragraph 1 of the preceding article, which are required to be submitted for discussion by the board of directors, when the board of directors delegates any exercise of its powers pursuant to laws or regulations or the Company’s Articles of Incorporation, matters such as the level and substance of the delegation shall be concretely and specifically set out.		Newly added.
	Article 15: Discussions at a board meeting shall be recorded in the meeting minutes, and the minutes shall fully and accurately state the matters listed below: 1. The meeting session (or year) and the time and place of the meeting. 2. The name of the chair. 3. The directors’ attendance at the meeting, including the names and the number of directors in attendance, excused, and absent. 4. The names and titles of those attending the meeting as non-voting participants. 5. The name of the minute taker. 6. The matters reported at the meeting. 7. Agenda items: The method of resolution and the result for each proposal; a summary of the comments made bydirectors, ~~supervisors,~~	Article 15: Discussions at a board meeting shall be recorded in the meeting minutes, and the minutes shall fully and accurately state the matters listed below: 1. The meeting session (or year) and the time and place of the meeting. 2. The name of the chair. 3. The directors’ attendance at the meeting, including the names and the number of directors in attendance, excused, and absent. 4. The names and titles of those attending the meeting as non-voting participants. 5. The name of the minute taker. 6. The matters reported at the meeting. 7. Agenda items: The method of resolution and the result for each proposal; a summary of the comments made bydirectors,supervisors,	Amended the wording in Chinese according to acts and actual operation.

42 -

After Amendment

Current Article

Description

experts, or other persons; the name of any director that is an interested party as referred to in Article 13, paragraph 1, an explanation of the important aspects of the relationship of interest, the reasons why the director was required or not required to enter recusal, and the status of their recusal; opinions expressing objections or reservations at the meeting that were included in records or stated in writing; and any opinion issued in writing by an independent director pursuant to Article 11, paragraph 4.

8. Extraordinary motions:

The name of the mover, the method of resolution and the result, a summary of the comments of any director, supervisor, expert, or other person; the name of any director that is an interested party as referred to in paragraph 1 of the preceding article, an explanation of the important aspects of the relationship of interest, the reasons why the director was required or not required to enter recusal, and the status of their recusal; and their objections or reservations and any recorded or written statements.

Other matters required to be recorded:

The occurrence of any of the following circumstances, with respect to a resolution passed at a board meeting, shall be stated

Extraordinary motions:

Other matters required to be recorded:

The occurrence of any of the following circumstances, with respect to a resolution passed at a board meeting, shall be stated

43 -

After Amendment

Current Article

Description

in the meeting minutes and shall be publicly announced and filed on the website of the Market Observation Post System designated by the Financial Supervisory Commission, within 2 days from the date of the meeting:

(1) Any objection or expression of reservations by an independent director expresses of which there is a record or written statement.
(2) A resolution is adopted with the approval of two-thirds or more of all directors, without having been passed by the audit committee of this Company.

The attendance book constitutes part of the minutes for each board meeting and shall be retained for the duration of the existence of the Company.

The minutes of a board meeting shall bear the signature or seal of both the chair and the minute taker, and a copy of the minutes shall be distributed to each director ~~and supervisor~~ within 20 days after the meeting. The minutes shall be deemed important corporate records and appropriately preserved during the existence of this Company.

The meeting minutes of paragraph 1 may be produced and distributed in electronic form.

(1) Any objection or expression of reservations by an independent director expresses of which there is a record or written statement.
(2) A resolution is adopted with the approval of two-thirds or more of all directors, without having been passed by the audit committee of this Company.

The attendance book constitutes part of the minutes for each board meeting and shall be retained for the duration of the existence of the Company.

The minutes of a board meeting shall bear the signature or seal of both the chair and the minute taker, and a copy of the minutes shall be distributed to each director and supervisor within 20 days after the meeting. The minutes shall be deemed important corporate records and appropriately preserved during the existence of this Company.

The meeting minutes of paragraph 1 may be produced and distributed in electronic form.

44 -

After Amendment

Current Article

Description

Article 18:

These Rules shall take effect after having been submitted to and approved by the board of directors and shall be reported to the shareholders’ meeting. The board of directors may be authorized to adopt, by resolution, any future amendments to these Rules.

These rules and procedures shall take effect on April 12, 2005; second revision on December 27, 2006; third revision on March 24, 2008; fourth revision on March 4, 2010; fifth revision on December 6, 2012; sixth revision on December 13, 2017; seventh revision on March 16, 2021; eighth revision on December 13, 2022; ninth revision on March 6, 2024; the tenth revision on May 6, 2024.

Article 18: Corresponding These Rules shall take effect after amendment having been submitted to and approved by the board of directors and shall be reported to the shareholders’ meeting. Subsequent amendments thereto shall be effected in the same manner. These rules and procedures shall take effect on April 12, 2005; second revision on December 27, 2006; third revision on March 24, 2008; fourth revision on March 4, 2010; fifth revision on December 6, 2012; sixth revision on December 13, 2017; seventh revision on March 16, 2021 eighth revision on December 13, 2022.

45 -

Attachment 5

Sinphar Pharmaceutical Co., Ltd. and Subsidiaries

Endorsements and Guarantees

December 31, 2023

		Guaranteed Party	Guaranteed Party						Ratio of
				Limits on Endorsement/				Amount of	Accumulated	Maximum	Guarantee		Guarantee
No. (Note 1)	Endorsement / Guarantee Provider	Name	Nature of relationship (Note 2)	Guarantee Amount Provided to Each Guaranteed Party (Note 3)	Maximum Balance for the Period	Ending Balance	Amount Actually Drawn	Endorsement/ Guarantee Collateralized by Properties	Endorsement/ Guarantee to Net Equity per Latest Financial Statements	Endorsement/ Guarantee Amount Allowable (Note 4)	Provided by Parent Company	Guarantee Provided by A Subsidiary	Provided to Subsidiaries in Mainland China
0	Sinphar Pharmaceutical Co.,Ltd.	ZuniMed Biotech Co., Ltd.	1	$ 1,239,335	$ 30,000	$ 30,000	$ 8,000	$ －	0.97%	$ 1,549,169	Y	－	－
0	Sinphar Pharmaceutical Co.,Ltd.	SynCore Biotechnology Co.,Ltd.	1	$ 1,239,335	$ 350,000	$ 250,000	$－	$ －	8.07%	$ 1,549,169	Y	－	－
1	ZuniMed Biotech Co., Ltd.	Sinphar Pharmaceutical Co., Ltd	2	$ 37,867	$ 25,000	$ 25,000	$ 25,000 (Note 5)	$ －	26.41%	$ 47,333	－	Y	－

Note 1：(1) The issuer fills in “0”. (2) The subsidiaries are numbered in order starting from “1”.

Note 2：(1) The endorser/guarantor parent company owns directly and indirectly more the 50% voting shares of the endorsed/guaranteed subsidiary.

(2) The endorsed/guaranteed company owns directly and indirectly more the 50% voting shares of the endorser/guarantor parent company.

Note 3：Maximum endorsement/guarantee amount allowable is 40% of the net worth of the Endorsement/Guarantee Provider. Note 4：Maximum endorsement/guarantee amount allowable is 50% of the net worth of the Endorsement/Guarantee Provider. Note 5：It is a supply guarantee for the medical institution.

46 -

Attachment 6

List of Candidates for Directors

Name	Shareholder Account Number	Shareholding	Current Position	Education	Experience	Name of Government or Company Represented by Shareholders	Category	Reason for Re-election of Independent Director
Chih Wen Lee	1	3,149,791	Director, Sinphar Pharmaceutical Co., Ltd.	Bachelor Degree in Pharmacy, Kaohsiung Medical University (pharmacist)	Director, Institute for Biotechnology and Medicine Industry Chairman, Sinphar Pharmaceutical Co., Ltd.	None	Director	Not applicable
Hsiu Min Lin	2	1,336,876	Director, Sinphar Pharmaceutical Co., Ltd.	National Ilan Institute, Agriculture and Technology	Director, Sinphar Pharmaceutical Co., Ltd.	None	Director	Not applicable
Good Tree Investment Co., Ltd. Representative: Hsiu Chi Kuo	127328	919,000	None	Not applicable	None	Good Tree Investment Co., Ltd.	Director	Not applicable
Ling Mo Chao	34188	1,489,547	Chairman, Giant Goal Leather MFG. Inc. Director, Sinphar Pharmaceutical Co., Ltd.	Taichung Municipal Sha-Lu Industrial High School	Chairman, Giant Goal Leather MFG. Inc. Director, Sinphar Pharmaceutical Co., Ltd.	None	Director	Not applicable

47 -

Name	Shareholder Account Number	Shareholding	Current Position	Education	Experience	Name of Government or Company Represented by Shareholders	Category	Reason for Re-election of Independent Director
Xing-Da Capital Corp. Representative: Yi Ta Lee	39	15,729,464	Corporate Director, Sinphar Pharmaceutical Co., Ltd.	Not applicable	Corporate Director, Sinphar Pharmaceutical Co., Ltd.	Xing-Da Capital Corp.	Director	Not applicable
Hung Chih Lin	328	1,000,128	Director, Sinphar Pharmaceutical Co., Ltd.	Bachelor Degree in Chemical and Materials Engineering, Chinese Culture University	Chairman, Daxie Boutique Department Store Co., Ltd. Chairman, Jian-Sheng Co., Ltd.	None	Director	Not applicable
Jehng Jer Guan	-	0	Director, Sinphar Pharmaceutical Co., Ltd.	Ph.D. in Graduate Institute for Sun Yat-Sen Thoughts, Chinese Culture University	Deputy Director-general, National Police Agency, Ministry of the Interior	None	Director	Not applicable
Neng Chun Yu	15	999,763	Director, Sinphar Pharmaceutical Co., Ltd. Superintendent, NENG-CHUN DIABETES CLINIC	China Medical University, Taiwan	President, Taiwanese Association of Diabetes Educators Honorary President, Yilan Association of Diabetes Supporters	None	Director	Not applicable

48 -

Name	Shareholder Account Number	Shareholding	Current Position	Education	Experience	Name of Government or Company Represented by Shareholders	Category	Reason for Re-election of Independent Director
Ching Lung Lee	-	0	Professor, National Taiwan University Chair Professor, National Chung Hsing University National Policy Advisor to the President Chairman, BELX Bio-Pharmaceutical Co., Ltd. Independent Director, Sinphar Pharmaceutical Co., Ltd. Independent Director, VISGENEER INC Independent Director, Tatung Company	Ph.D. in Horticulture, Leibniz University Hannover	Chairperson, Council of Agriculture, Executive Yuan Chairman, Taiwan Fertilizer Co., Ltd.	None	Independent Director	The Company considers his experiences in natural products, industry- government- academia- research and public company management beneficial to the Company.

49 -

Name	Shareholder Account Number	Shareholding	Current Position	Education	Experience	Name of Government or Company Represented by Shareholders	Category	Reason for Re-election of Independent Director
Yau Yuan Wen	-	0	Independent Director, Sinphar Pharmaceutical Co., Ltd. Independent Director, AMIDA Technology, Inc.	Master Degree in Law, National Taiwan University	Administrative Chief Judge, Division-Chief Judge of Taiwan High Court Chief Judge, Taiwan Miaoli District Court	None	Independent Director	Not applicable
Hsin Yu Chou	-	0	Independent Director, Sinphar Pharmaceutical Co., Ltd. Accounting Manager, Nice Garden Industrial Co., Ltd.	Bachelor Degree in Accounting, Aletheia University	Assistant General Manager, Crowe (TW) CPAs Senior Accounting Manager, Sabrina Fashion Industrial Corp.	None	Independent Director	Not applicable

50 -

Appendix 1

Sinphar Pharmaceutical Co., Ltd.

Rules and Procedures of Shareholders Meetings

Article 1: The rules of procedures for the Company’s shareholders meetings, except as otherwise provided by Taiwan law, regulation, shall be as provided in these Rules.

Article 2: Unless otherwise provided by law or regulation, the Company’s shareholders meetings shall be convened by the board of directors.

Changes to how the Company convenes its shareholders meeting shall be resolved by the board of directors, and shall be made no later than mailing of the shareholders meeting notice.

The Company shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors or supervisors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting. The Company shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. In addition, before 15 days before the date of the shareholders meeting, the Company shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the Company and the professional shareholder services agent designated thereby.

The Company shall make the meeting agenda and supplemental meeting materials in the preceding paragraph available to shareholders for review in the following manner on the date of the shareholders meeting:

For physical shareholders meetings, to be distributed on-site at the meeting.
For hybrid shareholders meetings, to be distributed on-site at the meeting and shared on the virtual meeting platform.
For virtual-only shareholders meetings, electronic files shall be shared on the virtual meeting platform.
51 -

The reasons for convening a shareholders meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.

Election or dismissal of directors or supervisors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the Company, or any matter under Article 185, paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities Exchange Act, Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion. The essential contents may be posted on the website designated by the competent authority in charge of securities affairs or the company, and such website shall be indicated in the above notice.

Where re-election of all directors and supervisors as well as their inauguration date is stated in the notice of the reasons for convening the shareholders meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting.

A shareholder holding one percent or more of the total number of issued shares may submit to the Company a proposal for discussion at a regular shareholders meeting. The number of items so proposed is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. When the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda. A shareholder may propose a recommendation for urging the Company to promote public interests or fulfill its social responsibilities, provided procedurally the number of items so proposed is limited only to one in accordance with Article 172-1 of the Company Act, and no proposal containing more than one item will be included in the meeting agenda.

Prior to the book closure date before a regular shareholders meeting is held, the Company shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.

Shareholder-submitted proposals are limited to 300 words, and no proposal

52 -

containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders meeting and take part in discussion of the proposal.

Prior to the date for issuance of notice of a shareholders meeting, the Company shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders meeting the board of directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.

The term of “shareholder” called by the Company shall be the shareholder himself/herself, representative of institutional shareholder and shareholder proxy who are commissioned by the shareholder legally to attend the meeting. A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to the Company before five days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.

Article 3: Attendance at shareholders meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in, and the shares checked in on the virtual meeting platform, plus the number of shares whose voting rights are exercised by correspondence or electronically. The company whose shareholders may exercise their voting power in writing or by way of electronic transmission in a shareholders meeting shall describe in the shareholders meeting notice the method of exercising their voting power. A shareholder who exercises his/her/its voting power at a shareholders meeting in writing or by way of electronic transmission shall be deemed to have attended the said shareholders meeting in person, but shall be deemed to have waived his/her/its voting power in respective of any extraordinary motions and/or the amendments to the contents of the original proposals at the said shareholders meeting.

If a shareholder elects to exercise his/her/its voting rights in writing or by means of electronic transmission as set forth in the preceding paragraph, his/her/its declaration of intention shall be served to the company 2 days prior to the scheduled meeting date of the shareholders meeting; if two or more declarations of intention on the same matter are served to the company, the declaration of intention first served shall prevail, unless an explicit statement to revoke the previous

53 -

declaration is made in the subsequent declaration.

If a shareholder who has exercised his/her/its voting rights in writing or by means of electronic transmission intends to attend the shareholders meeting in person, he/she/it shall, 2 days prior to the scheduled meeting date of the shareholders’ meeting and in the same manner previously used in exercising his/her/its voting rights, serve a separate declaration of intention to revoke his/her/its previous declaration of intention made in exercising the voting rights under the preceding paragraph. In the absence of a timely revocation of the previous declaration of intention, the voting rights exercised in writing or by means of electronic transmission shall prevail. If a shareholder has exercised his/her/its voting rights in writing or by means of electronic transmission, and has also authorized an agent to attend the shareholders meeting on his/her/its behalf, then the voting rights exercised by the authorized agent for the shareholder shall prevail.

If, after a proxy form is delivered to the Company, a shareholder wishes to attend the shareholders meeting online, a written notice of proxy cancellation shall be submitted to the Company two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.

Article 4: The Company shall specify in its shareholders meeting notices the time during which attendance registrations for shareholders, solicitors and proxies (collectively “shareholders”) will be accepted, the place to register for attendance, and other matters for attention.

The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. For virtual shareholders meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as attend the shareholders meeting in person.

Shareholders shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. The Company may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.

54 -

The Company shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.

The Company shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker’s slips, voting slips, and other meeting materials. Where there is an election of directors or supervisors, pre-printed ballots shall also be furnished.

When the government or juridical person is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juridical person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.

In the event of a virtual shareholders meeting, shareholders wishing to attend the meeting online shall register with the Company two days before the meeting date.

In the event of a virtual shareholders meeting, the Company shall upload the meeting agenda book, annual report and other meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.

Article 4.1: To convene a virtual shareholders meeting, the Company shall include the follow particulars in the shareholders meeting notice:
How shareholders attend the virtual meeting and exercise their rights.
Actions to be taken if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events, at least covering the following particulars:
- A. To what time the meeting is postponed or from what time the meeting will resume if the above obstruction continues and cannot be removed, and the date to which the meeting is postponed or on which the meeting will resume.
- B. Shareholders not having registered to attend the affected virtual shareholders meeting shall not attend the postponed or resumed session.
- C. In case of a hybrid shareholders meeting, when the virtual meeting cannot be continued, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue. The shares represented by shareholders attending the virtual meeting online shall
55 -

be counted towards the total number of shares represented by shareholders present at the meeting, and the shareholders attending the virtual meeting online shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.

D. Actions to be taken if the outcomes of all proposals have been announced and extraordinary motion has not been carried out.
To convene a virtual-only shareholders meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online shall be specified.

Article 5: Voting at a shareholders meeting shall be calculated based the number of shares.

The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in, and the shares checked in on the virtual meeting platform, plus the number of shares whose voting rights are exercised by correspondence or electronically.

With respect to resolutions of shareholders meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.

When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the Company, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder. The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.

Article 6: The venue for a shareholders meeting shall be the premises of the Company or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m.

The restrictions on the place of the meeting shall not apply when the Company convenes a virtual-only shareholders meeting.

Article 7: If a shareholders’ meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable to exercise the powers
56 -

of the vice chairperson, the chairperson shall appoint one of the directors to act as chair. Where the chairperson does not make such a designation, the directors shall select from among themselves one person to serve as chair. If a shareholders meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting.

Article 8: The Company may designate its lawyer, certified public accountant or other relevant persons to attend the shareholders meeting. Those handling the business of a shareholders meeting shall wear an identification card or a badge.

Article 9: The Company, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures.

The recorded materials of the preceding paragraph shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.

Where a shareholders meeting is held online, the Company shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by the Company, and continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end.

The information and audio and video recording in the preceding paragraph shall be properly kept by the Company during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual meeting.

In case of a virtual shareholders meeting, the Company is advised to audio and video record the back-end operation interface of the virtual meeting platform.

Article 10: When it is time to convene a shareholders meeting, the chair shall immediately convene the meeting, provided, however, that if the shareholders present do not represent a majority of the total amount of issued shares, the chair may postpone the meeting, provided, however, that the postponement of the said meeting shall be limited to two times, and the total time postponed shall not exceed one hour. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned. In the event of a virtual shareholders meeting, the
57 -

Company shall also declare the meeting adjourned at the virtual meeting platform. If the meeting has been postponed for two times, but the shareholders present still do not represent a majority of the total amount of issued shares, a tentative resolution may be adopted in accordance with Paragraph 1 of Article 175 of the Company Act. All shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within one month. In the event of a virtual shareholders meeting, shareholders intending to attend the meeting online shall re-register to the Company in accordance with Article 6. Before the close of the said meeting if the shareholders present represent a majority of the total amount of issued shares, the chair may present the tentative resolution so adopted to the meeting for resolution in accordance with the provisions of Article 174 of the Company Act.

Article 11: If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. Votes shall be cast on each separate proposal in the agenda (including extraordinary motions and amendments to the original proposals set out in the agenda). The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting.

The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the board of directors. The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting.

Except for the proposals enumerated on the meeting agenda, other motions or amendments/alternatives to original proposals posed by shareholders shall be seconded by other shareholders. Total number of shares represented by the proposing shareholders and the seconding shareholders shall be one percent or more of the issued voting shares of the Company.

The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote, and schedule sufficient time for voting.

After close of the said meeting, shareholders shall not elect another chair to hold

58 -

another meeting at the same place or at any other place. If the chair declares the meeting adjourned in violation of the rules of procedure shall promptly elect a new chair by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.

Article 12: Before speaking, an attending shareholder must specify on a speaker’s slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair. A shareholder in attendance who has submitted a speaker’s slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker’s slip, the spoken content shall prevail. When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.
Article 13: A shareholder who has any question about a report item listed on the agenda may speak only after all report items have been read out or reported by the chair or a person designated by the chair. Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder’s speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.
Article 14: When an institutional shareholder attends the shareholders meeting, it may appoint only one person to attend the meeting on its behalf. When an institutional shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal.
Article 15: After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.

Where a virtual shareholders meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chair declaring the meeting open until the chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in paragraphs 1 to 5 do not apply.

As long as questions so raised in accordance with the preceding paragraph are not in violation of the regulations or beyond the scope of a proposal, it is advisable the

59 -

questions be disclosed to the public at the virtual meeting platform.

Article 16: When the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote, and schedule sufficient time for voting.

Article 17: Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company. Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.

When the Company convenes a virtual shareholders meeting, after the chair declares the meeting open, shareholders attending the meeting online shall cast votes on proposals and elections on the virtual meeting platform before the chair announces the voting session ends or will be deemed abstained from voting.

In the event of a virtual shareholders meeting, votes shall be counted at once after the chair announces the voting session ends, and results of votes and elections shall be announced immediately.

When the Company convenes a hybrid shareholders meeting, if shareholders who have registered to attend the meeting online in accordance with Article 6 decide to attend the physical shareholders meeting in person, they shall revoke their registration two days before the shareholders meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the shareholders meeting online.

When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the shareholders meeting online, except for extraordinary motions, they will not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal.

Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.

60 -

The Company may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.

The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair’s full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors or supervisors. The minutes shall be retained for the duration of the existence of the Company.

Where a virtual shareholders meeting is convened, in addition to the particulars to be included in the meeting minutes as described in the preceding paragraph, the start time and end time of the shareholders meeting, how the meeting is convened, the chair’s and secretary’s name, and actions to be taken in the event of disruption to the virtual meeting platform or participation in the meeting online due to natural disasters, accidents or other force majeure events, and how issues are dealt with shall also be included in the minutes.

When convening a virtual-only shareholder meeting, other than compliance with the requirements in the preceding paragraph, the Company shall specify in the meeting minutes alternative measures available to shareholders with difficulties in attending a virtual-only shareholders meeting online.

Article 18: When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
Article 19: Except as otherwise provided in the Company Act and in the Company’s articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders.
Article 20: When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
Article 21: The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the
61 -

meeting place, they shall wear an identification card or armband bearing the word “Proctor.”

Article 22: On the day of a shareholders meeting, the Company shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation, the number of shares represented by proxies and the number of shares represented by shareholders attending the meeting by correspondence or electronic means, and shall make an express disclosure of the same at the place of the shareholders meeting. In the event a virtual shareholders meeting, the Company shall upload the above meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.

During the Company’s virtual shareholders meeting, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the virtual meeting platform. The same shall apply whenever the total number of shares represented at the meeting and a new tally of votes is released during the meeting.

If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation regulations, the Company shall upload the content of such resolution to the MOPS within the prescribed time period.

Article 23: In the event of a virtual shareholders meeting, the Company shall disclose real-time results of votes and election immediately after the end of the voting session on the virtual meeting platform according to the regulations, and this disclosure shall continue at least 15 minutes after the chair has announced the meeting adjourned.
Article 24: When the Company convenes a virtual-only shareholders meeting, both the chair and secretary shall be in the same location, and the chair shall declare the address of their location when the meeting is called to order.
Article 25: In the event of a virtual shareholders meeting, the Company may offer a simple connection test to shareholders prior to the meeting, and provide relevant real-time services before and during the meeting to help resolve communication technical issues.

In the event of a virtual shareholders meeting, when declaring the meeting open,

62 -

the chair shall also declare, unless under a circumstance where a meeting is not required to be postponed to or resumed at another time under Article 44-20, paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply.

For a meeting to be postponed or resumed as described in the preceding paragraph, shareholders who have not registered to participate in the affected shareholders meeting online shall not attend the postponed or resumed session.

For a meeting to be postponed or resumed under the second paragraph, the number of shares represented by, and voting rights and election rights exercised by the shareholders who have registered to participate in the affected shareholders meeting and have successfully signed in the meeting, but do not attend the postpone or resumed session, at the affected shareholders meeting, shall be counted towards the total number of shares, number of voting rights and number of election rights represented at the postponed or resumed session.

During a postponed or resumed session of a shareholders meeting held under the second paragraph, no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced, or list of elected directors and supervisors.

When the Company convenes a hybrid shareholders meeting, and the virtual meeting cannot continue as described in second paragraph, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, still meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue, and not postponement or resumption thereof under the second paragraph is required.

Under the circumstances where a meeting should continue as in the preceding paragraph, the shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, provided these shareholders shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.

63 -

When postponing or resuming a meeting according to the second paragraph, the Company shall handle the preparatory work based on the date of the original shareholders meeting in accordance with the requirements listed under Article 44-20, paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies.

For dates or period set forth under Article 12, second half, and Article 13, paragraph 3 of Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and Article 44-5, paragraph 2, Article 44-15, and Article 44-17, paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall handle the matter based on the date of the shareholders meeting that is postponed or resumed under the second paragraph.

Article 26: When convening a virtual-only shareholders meeting, the Company shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online.
Article 27: Matters not covered in these rules of procedure, the Company Act and the Company’s articles of incorporation shall prevail. These Rules shall take effect after having been submitted to and approved by a shareholders meeting. Subsequent amendments thereto shall be effected in the same manner.
Article 28: These rules and procedures shall take effect on July 29, 1997 at shareholders meeting; first revision on May 27, 1998 at shareholders meeting; second revision on April 22, 2002 at shareholders meeting; third revision on June 6, 2012 at shareholders meeting; fourth revision on June 18, 2014 at shareholders meeting; fifth revision on June 20, 2017 at shareholders meeting; sixth revision on May 27, 2020 at shareholders meeting; seventh revision on June 21, 2022 at shareholders meeting.
64 -

Appendix 2

Sinphar Pharmaceutical Co., Ltd.

Articles of Incorporation

Article 1: The Company shall be incorporated, under the Company Act of the Republic of China, and its name shall be 杏輝藥品工業股份有限公司 in the Chinese language, and Sinphar Pharmaceutical Co., Ltd. in the English language.

Article 2: The scope of business of the Corporation shall be as follows:

1.C802041 Manufacture of Drugs and Medicines 2.F108021 Wholesale of Western Pharmaceutical 3.F208021 Retail Sale of Western Pharmaceutical 4.C802051 Manufacture of Chinese Medicines 5.F108011 Wholesale of Traditional Chinese Medicine 6.CF01011 Medical Devices Manufacturing 7.F108031 Wholesale of Medical Devices 8.F208031 Retail Sale of Medical Apparatus 9.C102010 Manufacture of Dairy Products 10.C802100 Cosmetics Manufacturing 11.F108040 Wholesale of Cosmetics 12.F208040 Retail Sale of Cosmetics 13.C802060 Veterinary Drug Manufacturing 14.F107070 Wholesale of Veterinary Drugs 15.F207070 Retail Sale of Veterinary Drugs 16.C201010 Feed Manufacturing 17.F103010 Wholesale of Animal Feeds 18.F202010 Retail Sale of Feeds 19.C801110 Fertilizer Manufacturing
20.F107050 Wholesale of Fertilizer
21.F207050 Retail Sale of Fertilizer 22.C106010 Grain Husking, Manufacture of Grain Mill Products, Starches and Starch Products
23.C104010 Manufacturing of Sugar Confectionery 24.C199990 Manufacture of Other Food Products Not Elsewhere Classified 25.C802090 Manufacture of Cleaning Preparations 26.F107030 Wholesale of Cleaning Supplies 27.F207030 Retail Sale of Cleaning Supplies 28.C110010 Beverage Manufacturing 29.F102040 Wholesale of Nonalcoholic Beverages
65 -
30.F102170 Wholesale of Foods and Groceries
31.F203010 Retail Sale of Food, Grocery, and Beverage 32.F501030 Beverage Shops 33.A102050 Crops Cultivation 34.A101030 Growing of Special Crops
35.A101040 Growing of Edible Fungi
36.F201010 Retail Sale of Agricultural Products
37.C113020 Alcohol Products Semi-Finished Manufacturing
38.F208050 Retail Over-the-counter drugs class B
39.F401010 International Trade
40.J303010 Magazine (Periodical) Publishing
41.IZ99990 Other Industrial and Commercial Services
42.I101090 Food Consulting
43.IC01010 Medicine Inspection
44.IG01010 Biotechnology Services
45.J202010 Industry Innovation and Incubation Services
46.E604010 Machinery Installation
47.EZ05010 Instrument and Meters Installation Engineering
48.F207200 Retail Sale of Chemical Feedstock
49.F107200 Wholesale of Chemical Feedstock
50.F107990 Wholesale of Other Chemical Products
51.F399040 Retail Sale No Storefront
52.ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.

Article 2.1: The Company may provide endorsement and guarantee and act as a guarantor.

Article 2.2: The Company may invest in other companies without total amount restriction set forth in the Company Act. When the investment is long-term, such investment shall be approved by the board of directors.
Article 3: The Company shall have its head office in Yilan, Taiwan, and shall be free, upon approval of board of directors, to set up representative and branch offices outside of Taiwan.
Article 4: Public announcements of the Company shall be made in accordance with article 28 of the Company Act and other relevant rules and regulations.
Article 5: The total capital stock of the Corporation shall be in the amount of 2,500,000,000 New Taiwan Dollars, divided into 250,000,000 shares, at ten New Taiwan Dollars
66 -

each, and may be issued in installments. The Company shall reserve 100,000,000 New Taiwan Dollars, divided into 10,000,000 shares, at ten New Taiwan Dollars each, for issuing employee stock options.

Article 6: Deleted

Article 7: Share certificates shall be affixed with the signatures or personal seal of a director of the Company, and shall be duly certified or authenticated by the competent authority or a certifying institution appointed by the competent authority before issuance thereof.

The Company may issue shares without printing share certificate(s) and shall register the shares with securities central depository enterprise.

Article 8: The entries in its shareholders’ roster shall not be altered within 60 days prior to the convening date of a regular shareholders’ meeting, or within 30 days prior to the convening date of a special shareholders’ meeting or within 5 days prior to the target date fixed by the Company for distribution of dividends, bonus or other benefits.
Article 9: Shareholders' meeting shall be of the following two kinds: regular meeting of shareholders is to be held by the board of directors within six months of the end of fiscal year at least once every year and special meeting of shareholders is to be held when necessary.
Article 9.1: The Company’s shareholders’ meeting can be held by means of visual communication network or other methods promulgated by Ministry of Economic Affairs.
Article 10: A shareholder may appoint a proxy to attend a shareholders’ meeting in his/her/its behalf by executing a power of attorney issued by the Company stating therein the scope of power authorized to the proxy.
Article 11: Except as stipulated in paragraph 3 of article 157 and article 179 of the Company Act, each share shall have one voting right.
Article 12: Resolutions at a shareholders’ meeting shall, unless otherwise provided in relevant laws and regulations, be adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares.
67 -

Article 12.1: Matters relating to the resolutions of a shareholders’ meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.

Article 13: The number of board of directors of the Company shall be seven to eleven directors and one to three supervisors. Each term is for three years and may be re-elected. The election of directors at the Company is subject to the provisions of Article 192-1 of the Company Act in that a candidate nomination system shall be adopted, and that shareholders shall elect directors from among the those listed in the slate of director candidates.

Board of directors must include a minimum of two to three independent directors, which shall not be less than one fifth of total number of directors.

The total shareholdings of all directors and supervisors shall meet the requirement as separately specified by the competent authority in charge of securities affairs.

The Company set up the audit committee according to article 14-4 of the Securities and Exchange Act. Supervisors’ term is deemed expired upon establishing the audit committee. The audit committee shall assume all duties of supervisors.

The Company may obtain liability insurance for directors and supervisors with respect to liabilities resulting from exercising their duties during their terms.

Article 13.1: The following relationships may not exist among more than half of the Company's directors and among directors and supervisors:

A spousal relationship.
A familial relationship within the second degree of kinship.

Article 14: The board of directors shall elect a chairman of the board of directors from among

the directors by a majority vote at a meeting attended by over two-thirds of the directors, and may also elect in the same manner a vice chairman of the board, the chairman shall externally represent the Company.

In the case of emergency, a meeting of the board of directors may be convened at any time.

A meeting notice may be effected in writing, by E-mail, and by facsimile.

68 -

Each director shall attend the meeting of the board of directors in person, or a director may be represented by another director. In case a director appoints another director to attend a meeting of the board of directors in his/her behalf, he/she shall, in each time, issue a written proxy and state therein the scope of authority with reference to the subjects to be discussed at the meeting. A director may accept the appointment to act as the proxy of one other director only.

Article 15: In case the chairman of the board of directors is on leave or absent or cannot exercise his power and authority for any cause, the vice chairman shall act on his behalf. In case the vice chairman is also on leave or absent or unable to exercise his power and authority for any cause, the chairman of the board of directors shall designate one of the directors to act on his behalf. In the absence of such a designation, the directors shall elect from among themselves an acting chairman of the board of directors. Matters not covered herein shall refer to article 208 of Company Act.
Article 16: The remuneration of chairman, directors, and supervisors shall be determined by the board of directors. The remuneration shall be based on his/her contribution to and participation in the Company and industry standard.
Article 16.1: The Company may obtain liability insurance for directors and supervisors with respect to liabilities resulting from exercising their duties during their terms.
Article 17: The Company may have one or more managerial personnel. Appointment and discharge and the remuneration of the managerial personnel shall be decided in accordance with article 29 of the Company Act.
Article 18: Upon close of each fiscal year, the board of directors shall prepare 1. business report; 2. financial statements; and 3. surplus earning distribution or loss off-setting proposals. The aforementioned financial statements and records shall be prepared in accordance with the rules prescribed by relevant governing agencies and reviewed by supervisors and delivered the same to shareholders 30 days prior to the general shareholders’ meeting for their approval.
Article 19: When the Company has profit in a fiscal year, the Company shall distribute 2% to 8% of the current year's profit as employee remuneration. The remuneration of employees shall be in stock or cash. When the Company has profit in a fiscal year, the Company shall distribute no more than 5% of the current year's profit as director and supervisor remuneration. The board of directors shall determine the
69 -

exact percentage. The remuneration of employees and director and supervisor shall be implemented by the board of directors with more than two-thirds of the directors present and a resolution approved by more than half of the directors present, and reported to the shareholders' meeting.

However, the Company’s accumulated losses shall have been covered first, then allocate employee and director and supervisor remuneration.

Article 19.1: The Company, when allocating its surplus profits after having paid all taxes and dues, including accumulated loss, shall first set aside ten percent of said profits as legal reserve. Where such legal reserve amounts to the total paid-in capital, this provision shall not apply. Aside from the aforesaid legal reserve, the Company may, under its Articles of Incorporation or by resolution of the meeting of shareholders, set aside another sum as special reserve. After setting aside legal reserve and special reserve, any remaining profit shall be allocated to accumulated retained earnings, with the board of directors proposing surplus earnings distribution resolution at the shareholders meeting to determine shareholder dividends. The Company’s dividend policy is based on current and future operational plans, budgets, and shareholder interest, etc. Shareholder dividends can be in shares or cash; shareholder dividends shall be no less than ten percent of distributed earnings with cash dividends no less than twenty percent of total dividends.
Article 19.2: When the Company repurchases its own shares for the purpose of transferring them to its employees pursuant to article 10-1 and article 13 of Regulations Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies, the Company must have obtained the consent of at least two-thirds of the voting rights present at the most recent shareholders meeting attended by shareholders representing a majority of total issued shares.

To transfer shares to employees at less than the average actual share repurchase price, the Company must have followed articles 56-1 and 76 of Regulations Governing the Offering and Issuance of Securities by Securities Issuers and obtained the consent of shareholders.

Article 20: Matters not covered in these articles of incorporation, the Company Act shall prevail.

Article 21: These Articles of Incorporation are agreed to and signed on May 17, 1977. The first Amendment was on June 8, 1977, the second Amendment on April 20, 1978,

70 -

the third Amendment on September 3, 1978, the fourth Amendment on March 15, 1980, the fifth Amendment on July 18, 1982, the sixth Amendment on May 20, 1984, the seventh Amendment on May 9, 1987, the eighth Amendment on August 31, 1988, the ninth Amendment on January 29, 1989, the tenth Amendment on October 2, 1990, the eleventh Amendment on September 13, 1992, the twelfth Amendment on August 6, 1993, the thirteenth Amendment on October 27, 1995, the fourteenth Amendment on December 4, 1995, the fifteenth Amendment on December 3, 1996, the sixteenth Amendment on December 26, 1996, the seventeenth Amendment on May 24, 1997, the eighteenth Amendment on June 10, 1997, the nineteenth Amendment on July 26, 1997, the twentieth Amendment on May 27, 1998, the twenty-first Amendment on July 7, 1999, the twenty-second Amendment on May 23, 2001, the twenty-third Amendment on April 22, 2002, the twenty-fourth Amendment on May 21, 2003, the twenty-fifth Amendment on May 21, 2003, the twenty-sixth Amendment on May 14, 2004, the twenty-seventh Amendment on May 14, 2004, the twenty-eighth Amendment on May 24, 2005, the twenty-ninth Amendment on May 24, 2006, the thirtieth Amendment on May 30, 2007, the thirty-first Amendment on June 19, 2009, the thirty-second Amendment on May 26, 2010, the thirty-third Amendment on June 6, 2012, the thirty-fourth Amendment on June 20, 2013, the thirty-fifth Amendment on June 12, 2014, the thirty-sixth Amendment on June 21, 2016, the thirty-seventh Amendment on June 20, 2019, the thirty-eighth Amendment on May 27, 2020, the thirty-ninth Amendment on June 21, 2022.

Sinphar Pharmaceutical Co., Ltd.

Chairman: Chih Wen Lee

71 -

Appendix 3

Sinphar Pharmaceutical Co., Ltd.

Rules and Procedures for Election of Directors and Supervisors

Article 1: The election of directors and supervisors of the Company shall be implemented in accordance with Article 192 of the Company Act, and the election is subject to the provisions of Article 192-1 of the Company Act in that a candidate nomination system shall be adopted.
Except as otherwise provided by the Articles of Incorporation of the Company, the election of directors shall be conducted in accordance with these Rules.
Article 2: The registered cumulative voting method shall be used for the election of directors and supervisors at the Company. Attendance card numbers printed on the ballots may be used instead of the names of the voting shareholders.
Article 3: The Company shall prepare ballots numbered by shareholder account number or attendance card number. The number of voting rights associated with each ballot shall be specified on the ballots.
Article 4: Each share shall have voting rights equivalent to the number of directors and supervisors to be elected and such voting rights can be combined to vote for one person or divided to vote for several persons.
Article 5: The number of directors will be as specified in the Company’s Articles of Incorporation in the election of directors and supervisors, the candidates who acquired more votes shall win the seats; and, those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance. Shareholders elected to be directors or supervisors shall decide on their own whether to serve in the position. If an elected director or supervisor declares to renounce before the announcement and submission of the list of elected directors and supervisors to the competent authority, the vacancy shall be filled by the candidate with the next highest number of votes.
Article 6: At the beginning of the election, the chairperson shall designate several vote monitoring and counting personnel to implement relevant tasks. The monitoring
72 -

personnel shall be appointed among the attending shareholders of the Company.

Article 7: The ballot box used for voting shall be prepared by the Company and checked in public by the person assigned to monitor the ballots for the voting.
Article 8: If the candidate is a shareholder of the Company, the ballot shall state in the “candidate” column the candidate’s name and shareholder account number. If the candidate is not a shareholder of the Company, ballot shall state in the “candidate” column the candidate’s name and ID number. If the candidate is a government agency or a corporation, the full name of the government agency or the corporation or the name of their representative shall be stated in the column. If more than one person is appointed to be the representative, each name of the representative shall be stated in the column respectively.

Article 9: A ballot is invalid under any of the following circumstances:

A ballot is not prepared in accordance with these Rules.
A blank ballot is placed in the ballot box.
The writing is unclear and illegible or has been altered without following the rules.
If the candidate is a shareholder of the Company, the name or shareholder account number of the candidate filled in the ballot is inconsistent with the shareholders’ register. If the candidate is not a shareholder of the Company, the name or ID number of the candidate filled in the ballot is incorrect.
The number of candidates filled in the ballot exceeding the quota provided by the Rules.
Ballots with other written characters or symbols in addition to candidates’ name and shareholder account number or ID number.
Article 10: After voting, the ballot box shall be opened on site and be monitored by monitoring personnel at the same time.
Article 11: If there is an issue with ballots, those ballots shall be verified by monitoring personnel whether the ballots are invalid. Ballots determined to be invalid shall be placed separately. After all the ballots have been counted, the invalid ballots and election rights shall be counted and monitoring personnel shall mark them as invalid and affix them with their signature or personal seal.
73 -
Article 12: With respect to voting result, the monitoring personnel shall verify the sums of the valid and invalid votes and their election rights and fill in the statement with the number. The voting result shall be announced by the chairperson.
Article 13: Deleted.
Article 14: Matters not specified in these Rules shall be governed by the Articles of Incorporation of the Company, the Company Act and relevant acts and regulations.
Article 15: These Rules shall take effect after having been approved by the shareholders’ meeting. Subsequent amendments thereto shall be effected in the same manner. These rules and procedures shall take effect on July 29, 1997 at the general shareholders’ meeting; first revision on April 22, 2002; second revision on May 25, 2005; third revision on June 13, 2008; fourth revision on May 27, 2020.
74 -

Appendix 4

Sinphar Pharmaceutical Co., Ltd.

Rules and Procedures of Board of Directors Meetings

Article 1: These Rules and Procedures of Board of Directors Meetings (“Rules and Procedures”) are adopted pursuant to Article 2 of the Regulations Governing Procedure for Board of Directors Meetings of Public Companies.

Article 2: Unless relevant laws and regulations provide otherwise, the Company’s Board of Directors meetings (“Board Meetings”) shall be conducted in accordance with the Rules and Procedures.
Article 3: Board Meetings shall be held at least once every quarter. In calling a meeting of the board of directors, a notice set forth therein the subject(s) to be discussed at the meeting shall be given to each director and supervisor no later than 7 days prior to the scheduled meeting date. In case of urgent circumstances Board Meetings may be held at any time.

The notice of Board Meetings may be effected by means of correspondence, electronic transmission, or fax with the prior consent of the recipients.

All matters set out in the subparagraphs of Article 11, paragraph 1 of these Rules and Procedures shall be specified in the notice of the reasons for convening a board meeting. No other matters may be raised by an extraordinary motion.

Article 4: The board of directors appoints the Chairman Office as the Board’s secretariat. The Board secretariat shall conduct the drafting of meeting agendas and minutes, and handle other administrative matters related to Board Meetings. The secretariat shall deliver the agendas and minutes together with the notice of the meeting or by the means of correspondence, electronic transmission, or fax before seven days of the board meeting. A director who is of the opinion that the meeting materials provided are insufficient may request their supplementation by the secretariat responsible for board meetings. If a director is of the opinion that materials concerning any proposal are insufficient, the deliberation of such proposal may be postponed by a resolution of the board of directors.

The location and the time of the board meeting shall be subject to the meeting notice. However, this restriction shall not apply to the board meeting held by teleconference or videoconference.

75 -

Article 5: When a board meeting is held, an attendance book shall be provided for signing-in by attending directors. A director unable to attend in person may appoint another director to attend the meeting in his or her place in accordance with the Company's Articles of Incorporation. Attendance by videoconference will be deemed attendance in person.

Article 6: Board meetings shall be convened and chaired by the chairman. However, with respect to the first meeting of each newly elected board of directors, it shall be called and chaired by the director that received votes representing the largest portion of voting rights at the shareholders’ meeting in which the directors were elected; if two or more directors are so entitled to convene the meeting, they shall select from among themselves one director to serve as chair.

Where a meeting of the board of directors is called by a majority of directors on their own initiative in accordance with Article 203, paragraph 4 or Article 203-1, paragraph 3 of the Company Act, the directors shall choose one person by and from among themselves to chair the meeting.

When the chairman is on leave or for any reason is unable to exercise the powers, a director designated by the chairman shall do so in place of the chair. If the chairman does not make such a designation, the directors shall select one person from among themselves to serve as chair.

If a director cannot attend the board meeting in person, a director may appoint another director to attend the meeting in his or her place shall in each case give to that director a written proxy stating the scope of authorization with respect to the reasons for meeting. The proxy referred to herein may be the appointed proxy of only one person.

Supervisors shall be invited to attend the board meeting. Supervisors may submit opinion and join the discussion of meeting item. However, they cannot exercise voting rights with respect to the items which are exclusive to the power of the board of directors.

Board of director may also invite relevant corporate managers or other professional to attend the board meeting to help directors understand business overview of the Company and answer directors’ questions or make explanatory statements for the board of director.

Article 7: The chair shall call the board meeting to order at the appointed meeting time and when more than one-half of all the directors are in attendance. If one-half of all the

76 -

directors are not in attendance at the appointed meeting time, the chair may announce postponement of the meeting time, provided that no more than two such postponements may be made. If the quorum is still not met after two postponements, the chair shall reconvene the meeting in accordance with these rules of procedure for the meeting.

The number of “all directors,” as used in the preceding paragraph and in Article 15, paragraph 2, subparagraph 2, shall be counted as the number of directors then actually in office.

Article 8: Proceedings of a board meeting shall be recorded in their entirety in audio or video, and the recording shall be retained for a minimum of 5 years. The record may be retained in electronic form. If any litigation arises with respect to a resolution of a board meeting before the end of the retention period of the preceding paragraph, the relevant audio or video record shall be retained, and the restriction is not applied to the status.

Article 9: Agenda items for regular board meetings of the Company shall include at least the following:

1. Reports:

  - A. Minutes of the last meeting and action arising.

  - B. Reporting on important financial and business matters.

  - C. Reporting on internal audit activities.

  - D. Other important matters to be reported.

Discussions:
- A. Items discussed and continued from the last meeting.
- B. Items for discussion at this meeting.
Extraordinary motions.
Article 10: A board meeting shall follow the agenda given in the meeting notice. However, the agenda may be changed with the approval of a majority of directors in attendance at the board meeting.

Before the end of the scheduled agenda, the chair may not declare the meeting

77 -

closed without the approval of a majority of the directors in attendance at the meeting.

When a board meeting is held, as merited by the content of a proposal to be put forward at a board meeting, personnel from a relevant department or a subsidiary may be notified to attend the meeting as non-voting participants. When necessary, certified public accountants, attorneys, or other professionals retained by the Company may also be invited to attend the meeting as non-voting participants and to make explanatory statements, provided that they shall leave the meeting when deliberation or voting takes place.

Article 11: The matters listed below as they relate to the Company shall be raised for discussion at a board meeting:
The Company’s business plan.
Annual financial statement.
Adoption or amendment of an internal control system pursuant to Article 14-1 of Securities and Exchange Act, and an assessment of the effectiveness of the internal control system.
Adoption or amendment, pursuant to Article 36-1 of Securities and Exchange Act, of handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, extension of monetary loans to others, and endorsements or guarantees for others.
The offering, issuance, or private placement of any equity-type securities.
If the board of directors does not appoint managing directors, the election or discharge of the chairman of the board of directors.
The appointment or discharge of a financial, accounting, or internal audit officer.
A donation to a related party or a major donation to a non-related party, provided that a public-interest donation of disaster relief for a major natural disaster may be submitted to the following board meeting for retroactive recognition.
Any matter required by Article 14-3 of Securities and Exchange Act or any other law, regulation, or bylaw to be approved by resolution at a shareholders’ meeting
78 -

or board meeting, or any such significant matter as may be prescribed by the competent authority.

The term “related party” in subparagraph 8 of the preceding paragraph means a related party as defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers. The term “major donation to a non-related party” means any individual donation, or cumulative donations within a 1-year period to a single recipient, at an amount of NTD100 million or more, or at an amount equal to or greater than 1 percent of net operating revenue or 5 percent of paid-in capital as stated in the CPA-attested financial report for the most recent year.

The term “within a 1-year period” in the preceding paragraph means a period of 1 year calculated retroactively from the date on which the current board meeting is convened. Amounts already submitted to and passed by a resolution of the board are exempted from inclusion in the calculation.

If a company has an independent director or directors, at least one independent director shall attend each meeting in person. In the case of a meeting concerning any matter required to be submitted for a resolution by the board of directors under paragraph 1, each independent director shall attend in person; if an independent director is unable to attend in person, he or she shall appoint another independent director to attend as his or her proxy. If an independent director expresses any objection or reservation about a matter, it shall be recorded in the board meeting minutes. An independent director intending to express an objection or reservation but unable to attend the meeting in person shall, unless there is some legitimate reason to do otherwise, issue a written opinion in advance, which shall be recorded in the meeting minutes.

Article 12: When the chair at a board meeting is of the opinion that a matter has been sufficiently discussed to a degree of putting to a vote, the chair may announce the discussion closed and bring the matter to vote.

When a proposal comes to a vote at a board meeting, if no attending director voices an objection following an inquiry by the chair, the proposal will be deemed approved and the effectiveness is same as approved by voting. If there is an objection following an inquiry by the chair, the proposal shall be brought to a vote.

One voting method for proposals at a board meeting shall be selected by the chair from among those below, provided that when an attending director has an objection, the chair shall seek the opinion of the majority to make a decision:

79 -
A show of hands or a vote by voting machine.
A roll call vote.
A vote by ballot.

Article 13: If any director or a juristic person represented by a director is an interested party with respect to any agenda item, the director shall state the important aspects of the interested party relationship at the respective meeting. When the relationship is likely to prejudice the interests of the Company, the director may not participate in discussion or voting on that agenda item, and further, shall enter recusal during discussion and voting on that item and may not act as another director’s proxy to exercise voting rights on that matter.

Where the spouse or a blood relative within the second degree of kinship of a director, or a company which has a controlling or subordinate relation with a director, is an interested party with respect to an agenda item as described in the preceding paragraph, such director shall be deemed to be an interested party with respect to that agenda item.

The provisions of Article 180, paragraph 2 of the Company Act, as applied mutatis mutandis under Article 206, paragraph 2 of that Act, apply to resolutions of board meetings when a director is prohibited by the preceding two paragraphs from exercising voting rights.

Article 14: Except as otherwise stated in the Act or in the Company Act, a resolution on a matter at a board meeting requires the approval of a majority of the directors present at the meeting that shall be attended by a majority of all directors.

When there is an amendment or alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. If anyone among them is passed, the other proposals shall then be deemed rejected, and no further voting on them shall be required.

If a vote on a proposal requires monitoring and counting personnel, the chair shall appoint such personnel, providing that all monitoring personnel shall be directors.

Voting results shall be made known on-site immediately and recorded in writing.

Article 15: Discussions at a board meeting shall be recorded in the meeting minutes, and the minutes shall fully and accurately state the matters listed below:

The meeting session (or year) and the time and place of the meeting.
80 -
The name of the chair.
The directors’ attendance at the meeting, including the names and the number of directors in attendance, excused, and absent.
The names and titles of those attending the meeting as non-voting participants.
The name of the minute taker.
The matters reported at the meeting.
Agenda items: the method of resolution and the result for each proposal; a summary of the comments made by directors, supervisors, experts, or other persons; the name of any director that is an interested party as referred to in Article 13, paragraph 1, an explanation of the important aspects of the relationship of interest, the reasons why the director was required or not required to enter recusal, and the status of their recusal; opinions expressing objections or reservations at the meeting that were included in records or stated in writing; and any opinion issued in writing by an independent director pursuant to Article 11, paragraph 2.
Extraordinary motions: The name of the mover, the method of resolution and the result, a summary of the comments of any director, supervisor, expert, or other person; the name of any director that is an interested party as referred to in paragraph 1 of the preceding article, an explanation of the important aspects of the relationship of interest, the reasons why the director was required or not required to enter recusal, and the status of their recusal; and their objections or reservations and any recorded or written statements.
Other matters required to be recorded: The occurrence of any of the following circumstances, with respect to a resolution passed at a board meeting, shall be stated in the meeting minutes and shall be publicly announced and filed on the website of the Market Observation Post System designated by the Financial Supervisory Commission, within 2 days from the date of the meeting:
(1) Any objection or expression of reservations by an independent director expresses of which there is a record or written statement.
(2) A resolution is adopted with the approval of two-thirds or more of all directors, without having been passed by the audit committee of this Company.

The attendance book constitutes part of the minutes for each board meeting and shall be retained for the duration of the existence of the Company.

The minutes of a board meeting shall bear the signature or seal of both the chair

81 -

and the minute taker, and a copy of the minutes shall be distributed to each director and supervisor within 20 days after the meeting. The minutes shall be deemed important corporate records and appropriately preserved during the existence of this Company.

The meeting minutes of paragraph 1 may be produced and distributed in electronic form.

Article 16: With the exception of matters required to be discussed at a board meeting under Article 11, paragraph 1, during the adjournment of the board meeting, the board of directors shall appoint chairman to exercise the power of the board in accordance with the Article of Incorporation of the Company. The content of such delegation is as below:
Assessment of significant contracts.
Assessment of real estate mortgage loan and other loan.
Assessment of acquisition and disposal of the Company’s general property and real estate.
Appointment of director or supervisor for invested company.
Assessment of the record date of a capital increase or reduction, the record date of distribution of cash dividends, the record date of distribution of stock dividends or subscription, change of the distribution ratio of dividends.
Article 17: In case of incident of force majeure during the meeting, the chair shall declare a suspension of the meeting or reschedule the meeting.

Any matters aren’t formulated in these Rules shall be implemented in accordance with Articles of Incorporation of the Company or other applicable acts and regulations.

Article 18: These Rules shall take effect after having been approved by the board of directors and shall be reported to the shareholders’ meeting. Subsequent amendments thereto shall be effected in the same manner.

82 -

Appendix 5

Sinphar Pharmaceutical Co., Ltd.

Current Shareholding of Directors

The paid-in capital of the Company is NT$1,677,220,220, and total issued shares are 167,722,022 shares.
In accordance with “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies”, the minimum required combined shareholding of all directors by law is 10,063,321 shares.
The Company has established Audit Committee, and thus the minimum required combined shareholding of all supervisors by law is not applicable.
As of the book closure date (April 21, 2024), the shareholding status of individual and all directors inscribed on the shareholders list is as below.

Title	Name	Shareholding on the book closure date	Shareholding on the book closure date
		Shares	Ratio (%)
Chairman	Chih Wen Lee	3,149,791	1.88
Independent Director	Ching Lung Lee	─	─
Independent Director	Yau Yuan Wen	─	─
Independent Director	Hsin Yu Chou	─	─
Director	Hsiu Min Lin	1,336,876	0.80
Director	Hsiu Chi Kuo	1,569,382	0.94
Director	Ling Mo Chao	1,489,547	0.89
Vice Chairman	Xing-Da Capital Corp. Representative: Yi Ta Lee	15,729,464	9.38
Director	Jehng Jer Guan	─	─
Director	Hung Chih Lin	1,000,128	0.60
Director	Neng Chun Yu	999,763	0.59
Combined shareholding of all directors		25,274,951	15.07

83 -

AI assistant

SINPHAR — AGM Information 2024

51911_rns_2024-07-02_8c7f5df7-8134-46c0-ad8d-646d47b9f770.pdf

Table of Contents

Sinphar Pharmaceutical Co., Ltd.

Procedure for the 2024 Annual Shareholders’ Meeting

Sinphar Pharmaceutical Co., Ltd.

Agenda for the 2024 Annual Shareholders’ Meeting

Chairperson Remarks

Company Reports:

Ratifications:

Discussions:

Election:

Other Proposals:

Extraordinary Motions:

Adjournment

Company Reports

1. Proposed by the Board

Proposal:

Explanation:

2. Proposed by the Board

Proposal:

Explanation:

3. Proposed by the Board

Proposal:

Explanation:

4. Proposed by the Board

Proposal:

Explanation:

5. Proposed by the Board

Proposal:

Explanation:

6. Proposed by the Board

Proposal:

Explanation:

Ratifications

1. Proposed by the Board

Proposal:

Explanation:

Resolution:

2. Proposed by the Board

Proposal:

Explanation:

Sinphar Pharmaceutical Co., Ltd. 2023 Earnings Distribution Table

Discussions

1. Proposed by the Board

Proposal:

Explanation:

Resolution:

Election

1. Proposed by the Board

Proposal:

Explanation:

Voting Result:

Other Proposals

Proposal:

Explanation:

3. The information is as follows:

Extraordinary Motions

Adjournment

2023 Business Report

1.1 2023 Business Report

1.1.1 2023 Operational Performance

1.1.2 Financial and Profitability Analysis

1.1.3 Research and Development

A. Research and Development Expenses in Recent Two Years

B. Main Research and Development Activities in 2023

C. Research and Development Progress

1.2 Business Plan for 2024

Management Guideline and Marketing Strategies

Operation and Marketing Strategies in 2024

A. New Drugs Research and Development

B. Natural Botanical Materials

C. Drugs

D. Strengthen Quality System to Lay the Foundation for Sustainable

Development

E. Diversified Marketing and Foreign Business

F. Set up Intelligent Plant to Improve Productivity to Meet Global Demand

Sinphar Pharmaceutical Co., Ltd. Audit Committee’s Review Report

INDEPENDENT AUDITORS’ REPORT

SINPHAR AGM Information 2024