SINPHAR — AGM Information 2025

Jul 4, 2025

Sinphar Pharmaceutical Co., Ltd.

2025 Shareholders’ Meeting Minutes

Time: 10:00 a.m. on Thursday, June 19, 2025

Venue: No. 95, Xinliao Rd., Zhongshan Village, Dongshan Township, Yilan County 269, Taiwan (R.O.C.) (Vocational Training Center)

• Attendance: The total issued shares were 181,139,784 shares, and the total shares outstanding were 181,139,784 shares. There were 126,204,599 shares represented by attending shareholders (including 21,538,533 shares of electronic voting). The attendance rate was 69.67%, and the attending shares had reached the number legally required for the shareholders’ meeting. The attending directors were Chih Wen Lee (Chairman), Yi Ta Lee (Vice Chairman), Ching Lung Lee (Independent Director and Convener of Audit Committee), Yau Yuan Wen (Independent Director), Hsin Yu Chou (Independent Director), Hsiu Min Lin (Director), Hsiu Chi Kuo (Director), Ling Mo Chao (Director), Jehng Jer Guan (Director), Hung Chih Lin (Director), Neng Chun Yu (Director). All the directors totaling 11 directors attended the shareholders’ meeting.

Other Attendees: Qing Chen (CPA)

Chairperson: Chih Wen Lee Recorder: Yi Mei Lou

Ⅰ. Call the Meeting to Order

(The total shareholding of the shareholders present in person or by proxy

constituted a quorum. The chairperson called the meeting to order.)

Ⅱ. Chairperson Remarks: (omitted)

Ⅲ. Company Reports

1. 2024 Business Report (Please refer to Attachment 1)

2. Audit Committee’s Review Report on the 2024 Financial Statements

(Please refer to Attachment 2)

1. Report on 2024 Remuneration Distribution for Directors and Employees

(Please refer to the handbook)

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• Status Report of Endorsements and Guarantees for Subsidiaries

(Please refer to the handbook)

1. Other Matters (Please refer to the handbook)

Ⅳ. Ratifications

1. Proposed by the Board

Proposal:

Adoption of the 2024 Business Report and Financial Statements

Explanation:

The Company’s financial statements for 2024 were audited by the CPAs, Ya Quan Zhang and Po Ju Chou 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 and Attachment 3 for the documents mentioned above.

Voting Results:

Voting rights represented by the presence of shareholders: 126,204,599 votes 100% In favor: 123,299,726 votes 97.69% (including votes casted electronically 18,633,660 votes) Against and invalid: 56,057 votes 0.04% (including votes casted electronically 56,057 votes) Abstained: 2,848,816 votes 2.25% (including votes casted electronically 2,848,816 votes)

Resolution:

The proposal was approved as proposed.

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2. Proposed by the Board

Proposal:

Adoption of 2023 Earnings Distribution

Explanation:

The 2024 earnings distribution table has been passed by the Board of Directors. The distribution status is as follows.

Sinphar Pharmaceutical Co., Ltd.

2024 Earnings Distribution Table

Unit: NT$

	Unit: NT$
Items	Total
Unappropriated retained earnings at the beginningofperiod	15,118,697
Add(minus):
Other comprehensive income(benefitplans)	11,470,846
Unappropriated retained earnings at the beginning of period after adjusted	26,589,543
Add(minus): Net income after tax in 2024	304,704,753
Unappropriated retained earnings after adjusted	331,294,296
Allocation:
Legal reserves	(31,617,560)
Special reserves	0
Retained earnings available for distribution	299,676,736
Distributable Items:
Dividend	(271,709,684)
Stock dividend	(90,569,900)
Cash dividend	(181,139,784)
Unappropriated retained earnings	27,967,052

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

1. The Company will distribute dividends of NT$271,709,684 from retained earnings, with cash dividend of NT$181,139,784, which is NT$1 per share, and stock dividend of NT$90,569,900, which is 50 shares per thousand shares.

2. 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.

3. If the number of total shares outstanding changed which may cause a fluctuation of the ratios of dividend, therefore requiring adjustments, the Board of Director was proposed to be authorized to make such adjustments.

4. 3 -

Voting Results:

Voting rights represented by the presence of shareholders: 126,204,599 votes 100% In favor: 123,414,306 votes 97.78% (including votes casted electronically 18,748,240 votes) Against and invalid: 56,058 votes 0.04% (including votes casted electronically 56,058 votes) Abstained: 2,734,235 votes 2.16% (including votes casted electronically 2,734,235 votes)

Resolution:

The proposal was approved as proposed.

Ⅴ. Discussion

1. Proposed by the Board

Proposal:

Amendment to the Articles of Incorporation

Explanation:

In accordance with the article 14, paragraph 6 of the Securities and Exchange Act, the Company proposed to amend the Articles of Incorporation. Please refer to Attachment 4 for the amendment comparison table.

Voting Results:

Voting rights represented by the presence of shareholders: 126,204,599 votes 100% In favor: 123,408,294 votes 97.78% (including votes casted electronically 18,742,228 votes) Against and invalid: 58,107 votes 0.04% (including votes casted electronically 58,107 votes) Abstained: 2,738,198 votes 2.16% (including votes casted electronically 2,738,198 votes)

Resolution:

The proposal was approved as proposed.

2. Proposed by the Board

Proposal:

Proposal for Issuing New Shares through Capitalization of Retained Earnings

Explanation:

1. To provide working capital, the Company will distribute stock dividend of NT$90,569,900 from retained earnings, amounting to 9,056,990 shares, to issue new shares through capitalization. The par value shall be NT$10 per share.

2. Based on the shareholding status inscribed on the shareholders list as of the record date, the stock distribution shall be 50 shares per thousand shares. Shareholders can request to consolidate fractional shares with the Company’s shareholder service

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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 be paid by such fractional shares.

1. The rights and obligations of these newly issued shares from retained earnings of 2024 are the same as the outstanding shares. After the proposal is approved by the Shareholders Meeting and submitted to the competent authority, the Board of Director is proposed to be authorized to determine the record date. If the distribution conditions shall be revised based on competent authority assessment or any factors, the Chairman is authorized to make such adjustment.

2. 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 was proposed to be authorized to make such adjustments.

Voting Results:

Voting rights represented by the presence of shareholders: 126,204,599 votes 100% In favor: 123,405,591 votes 97.78% (including votes casted electronically 18,739,525 votes) Against and invalid: 65,992 votes 0.05% (including votes casted electronically 65,992 votes) Abstained: 2,733,016 votes 2.16% (including votes casted electronically 2,733,016 votes)

Resolution:

The proposal was approved as proposed.

Ⅷ. Extraordinary Motions: None

• Ⅸ. Adjournment (The meeting was closed at 10:23 a.m., June 19, 2025)

No shareholders raised questions or spoke in the shareholders’ meeting.

Chairperson: Chih Wen Lee Recorder: Yi Mei Lou

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Attachment 1

2024 Business Report

Sinphar Pharmaceutical proudly marks its 48th anniversary in 2025. The group remains firmly committed to its three strategic pillars: the diversified development of generic drugs, the advancement of new drug R&D, and the expansion into natural botanical products. In 2024, Sinphar sustained strong growth, achieving record-high revenues and improved gross profit margins compared to previous years. This success reflects our ongoing investments in new products, process and quality management, digital transformation, and breakthroughs in digital marketing and advertising. Sinphar’s stable business model positions us well for future challenges and opportunities.

As demonstrated in our financial results, the group has achieved consistent revenue growth from 2021 through 2024, with cumulative growth exceeding 30% compared to 2020. Income across all categories and R&D activities has expanded significantly, and we expect this momentum to continue. Furthermore, strategic alliances and global partnerships have steadily deepened, strengthening our foundation for sustainable growth. To further capitalize on emerging opportunities, we are investing in smart manufacturing and digitalization, enhancing our production and R&D capacities. Alongside operational growth, we will continue prioritizing investments that drive long-term value.

Beyond technological and infrastructure investments, nurturing talent remains central to our sustainability strategy. To this end, we are expanding the Sinphar Academy, which will now encompass training in quality, sales, R&D, and management. The Academy will serve as a cornerstone for strengthening our corporate culture and building a robust talent pipeline aligned with our long-term vision.

Sustainability is now an imperative embraced by governments and multinational clients alike. Sinphar has invested tens of millions of dollars in energy conservation and carbon reduction initiatives. We actively promote public health by sponsoring activities such as the Sinphar Yilan Marathon and partnering with over 1,300 affiliated pharmacies to engage local communities. Guided by the principle of “giving back to the community,” we are embedding ESG practices into our operations, laying a strong foundation for future development and fulfilling our corporate social responsibilities.

Looking ahead, Sinphar will continue to uphold the philosophy of “Life, Health, and Technology” as our guiding principle. We will strengthen vertical integration, broaden strategic alliances, and deepen collaboration with stakeholders to maximize synergies and collective impact. We are committed to contributing to the advancement of Taiwan’s pharmaceutical industry and delivering on the expectations of our shareholders.

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1.1 2024 Business Report

1.1.1 2024 Operational Performance

In 2024, Company’s revenue reached NT$3.15 billion, an increase of NT$187.694 million over the previous year. Net profit after taxes was NT$285.217 million and net profit attributed to the parent company was NT$304.705 million, a decrease of NT$71.559 million and NT$70.465 million respectively from 2023. The earnings per share was NT$1.68, decreased by 18.84% from the previous year.

1.1.2 Financial and Profitability Analysis

Unit: NT$ thousand

Item	Year	2024	2023	Increase (Decrease) (%)
Financial Status	Revenue	3,150,628	2,962,934	6.33
	Gross Profit	1,237,016	1,091,243	13.36
	Net Profit (Loss)	285,217	356,776	(20.06)
	Net Profit (Loss)- Parent Company	304,705	375,170	(18.78)
	Net Loss- Non-controlling Interest	(19,488)	(18,394)	5.95
Profitability	Net Profit Margin (%)	9.05	12.04	(24.83)
	Earnings Per Share (NTD)	1.68	2.07	(18.84)

1.1.3 Research and Development

A. Research and Development Expenses in Recent Two Years

		Unit: NT$ thousand
Year Item	2024	2023
R&D Expenses	151,362	132,580
Revenue	3,150,628	2,962,934
%	4.80%	4.47%

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B. Main Research and Development Activities in 2024

• (A) Food: 8 products

• (B) Cosmetics: 1 product

• (C) Drugs: 1 product

• (D) Product Improvement: 57 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.
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).

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Item	Category		Indication/
		Code		R&D Progress/ Current Situation
			Application
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
				feasibility study is under discussion.
				Received project funding from MOEA.
				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.

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 2025

A. New Drugs Research and Development

• (A) SynCore Bio’s pipeline is still in progress.

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• (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.

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

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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, 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) The Company is investing in marketing to communicate directly with consumers through media, build brand awareness for its exclusive health supplement brand, and speed up market share growth.

• (E) 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 and intelligent system 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

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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

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Attachment 2

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

The Board of Directors has prepared the Company’s 2024 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 Po Ju Chou 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 5, 2025

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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, 2024 and 2023 and the parent company only statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2024 and 2023, and the notes to the parent company only financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as of December 31,2024 and 2023, and its financial performance and its cash flows for the years ended December 31, 2024 and 2023, 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 Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. 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, 2024. 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, 2024 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

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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:

1. Understand and evaluate the design and implementation of the internal control in relation to inventory.

2. Perform inventory counts, to identify if there are any inventories which are obsolete or damaged.

3. Obtain Inventory aging reports to analyses the changes in inventory age, and check the records of inventory changes to verify the correctness of inventory.

4. 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.

5. 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:

1. Evaluate the design and implementation of the internal control in relation to the revenue recognition.

2. 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.

3. 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.

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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 Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.

As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

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

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

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

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

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

6. Obtain sufficient appropriate audit evidence regarding the financial information of the entity or business activities 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.

7. 16 -

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, 2024 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 Po Ju Chou.

Crowe (TW) CPAs

Taipei, Taiwan

The Republic of China

March 5, 2025

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.

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Sinphar Pharmaceutical Co., Ltd. PARENT COMPANY ONLY BALANCE SHEETS For the years ended December 31, 2024 and 2023

(In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS	Note	% Amount December 31,2024	% Amount December 31,2024	Amount % December 31,2023	Amount % December 31,2023
		Amount		Amount
Cash and cash equivalents Financial assets at amortized cost – current Notes receivable, net Accounts receivable, net Inventories Prepayments Other current assets Total current assets	6 (1) 6 (2) 6 (3) 6 (4) and 6(19) 6 (5) 7 (3) 6 (6) 6 (6) 6 (7) 6 (8), 7 (3) and 8 6 (9) and 8 6 (10) and 8 6 (24)	$ 701,496 3,926 146,625 467,592 606,351 41,239 2,980 1,970,209	12 - 2 8 10 1 - 33	$ 700,998 - 163,900 426,002 705,774 35,781 4,773 2,037,228	12 - 3 7 12 1 - 35
NONCURRENT ASSETS
Financial assets at fair value through profit and loss, non-current Financial assets at fair value through other comprehensive income, non-current		44,981 50,732 1,133,520 2,320,362 110,604 28,282 185,366 29,114 18,498 20,346 3,941,805 $ 5,912,014	1 1 19 39 2 1 3 1 - - 67 100	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
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 Notes payable	6 (11) 6 (19)	$ 330,000 93,389 38 186,539 303,802 36,918 348,976 42,494 1,342,156 1,175,941 15,089 115,627 1,306,657 2,648,813 1,811,398 924,140 179,959 137,171 331,295 648,425 (120,762) 3,263,201 $ 5,912,014	6 1 - 3 5 1 6 1 23	$ 360,000 84,352 - 302,196 290,614 - 48,490 37,254 1,122,906	6 1 - 5 5 - 1 1 19
Accounts payable	7 (3)
Other payable Current tax liabilities Long-term loans - current portion Other current liabilities, others Total current liabilities	6 (12) and 7(3) 6 (13) and 8 6 (13) and 8 6 (14) 6 (24) and 7(3) 6 (15) 6 (16) 6 (17) 6 (18)
NONCURRENT LIABILITIES
Long-term loans Net defined benefit liability, non-current Other non-current liabilities, others			20 - 2 22 45 31 15 3 2 6 11 (2) 55 100	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	25 1 2 28 47 29 16 2 2 6 10 (2) 53 100
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.

• 18 -

Sinphar Pharmaceutical Co., Ltd.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME

For the years ended December 31, 2024 and 2023

(In Thousands of New Taiwan Dollars)

		2024		2023
ITEM	Note	Amount $ 2,860,315 (1,726,564) 1,133,751 (768) 568 1,133,551 (528,180) (157,284) (117,682) - (803,146) 330,405 11,622 36,953 10,812 (35,657) (30,241) (6,511) 323,894 (19,189) 304,705 11,471 (611) (5,249) 5,611 27,834 2 (5,567) 22,269 27,880 $ 332,585	%	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 (19) and 7 (3) 6 (5), 6(22) and 7 (3) 6 (22) and 7 (3) 6 (4) 6 (20) and 7 (3) 6 (21) and 7 (3) 6 (23) 6 (7) 6 (24) 6 (25)		100 (60) 40 - - 40 (18) (6) (4) - (28) 12 1 1 - (1) (1) - 12 (1) 11 - - - - 1 - - 1 1 12	$ 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	100 (62) 38 - - 38 (16) (5) (4) - (25) 13 - 1 - (1) (1) (1) 12 2 14 - - - - (1) - - (1) (1) 13
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		$ 1.68
Basic earnings per share				$ 2.07
Diluted earnings per share		$ 1.68		$ 2.07

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

• 19 -

Sinphar Pharmaceutical Co., Ltd.

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY

For the years ended December 31, 2024 and 2023

(In Thousands of New Taiwan Dollars)

For the years ended December 31, 2024 and 2023 (In Thousands of New Taiwan Dollars)
	Capital Stock			Retained Earning		Other	$ (40,667) - - - - - - (3,784) (3,784) (44,451) - - - - - - (5,860) (5,860) $ (50,311) Unrealized Gain(Loss) on Financial Assets at Fair Value Through Other Comprehensive Income EquityInterests	$ 2,930,230 - - (167,722) (167,722) (19,801) 375,170 (19,539) 355,631 3,098,338 - - (167,722) - (167,722) 304,705 27,880 332,585 Total Equity
ITEM	Common Stock	Capital Surplus	Legal Capital Reserve	Special Capital Reserve	Unappropriated Retained Earnings	$ (80,701) - - - - - - (12,019) (12,019) (92,720) - - - - - - 22,269 22,269 $ (70,451) Foreign Currency Translation Reserve
Balance, January 1, 2023	$ 1,677,221 - - - - - - - - 1,677,221 - - - 134,177 134,177 - - - $ 1,811,398	$ 929,972 - - - - (5,832) - - - 924,140 - - - - - - - - $ 924,140	$ 119,606 23,373 - - 23,373 - - - - 142,979 36,980 - - - 36,980 - - - $ 179,959	$ 91,075 - 30,292 - 30,292 - - - - 121,367 - 15,804 - - 15,804 - - - $ 137,171	$ 233,724 (23,373) (30,292) (167,722) (221,387) (13,969) 375,170 (3,736) 371,434 369,802 (36,980) (15,804) (167,722) (134,177) (354,683) 304,705 11,471 316,176 $ 331,295
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 income (loss) in 2023, net of income tax Total comprehensive income (loss) in 2023 Balance, December 31, 2023 Appropriations of earnings Legal reserve appropriated
Special reserve appropriated Cash dividends of ordinary share Stock dividends of ordinary shares Total appropriations of earnings Net profit in 2024 Other comprehensive income (loss) in 2024, net of income tax Total comprehensive income (loss) in 2024
Balance, December 31, 2024								$ 3,263,201

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

• 20 -

Sinphar Pharmaceutical Co., Ltd. PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS For the years ended December 31, 2024 and 2023

(In Thousands of New Taiwan Dollars)

ITEM CASH FLOWS FROM OPERATING ACTIVITIES	2024	2023
Income before income tax Adjustments for: Depreciation expense (including investment property) Amortization expense Expected credit impairment loss Interest expense Interest income	$ 323,894 159,846 25,989 - 35,657 (11,622) 30,241 - 768 (568) 17,275 (41,590) 99,423 (5,458) 1,801 9,037 38 (115,657) 10,996 5,240 (8,992) 12,737 549,055 11,622 (35,375) (1,232) 524,070 (47,650) (41,207) (3,926) (157,505) - 6,238 (16,179) (1,853) (54,722) - (316,804) (30,000) 50,000 (60,046) 1,000 (167,722) (206,768) 498 700,998 $ 701,496	$ 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
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 Notes payable 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 financial assets at amortized 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 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 Increase (decrease) in redundable 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.

• 21 -

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, 2024 and 2023 and the consolidated statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2024 and 2023, and the notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2024 and 2023, and its consolidated financial performance and its consolidated cash flows for the years ended December 31, 2024 and 2023, 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 Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public 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, 2024. 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, 2024 are stated as follows:

Cash and Cash Equivalents

As of December 31, 2024, the cash and cash equivalent of the consolidated balance sheet was NT$ 1,075,672 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.

• 22 -

Our key audit procedures in response

Our procedures in relation to cash and cash equivalent included:

1. 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”.

2. 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:

1. Understand and evaluate the design and implementation of the internal control in relation to inventory.

2. Perform inventory counts, to identify if there are any inventories which are obsolete or damaged.

3. Obtain Inventory aging reports to analyses the changes in inventory age, and check the records of inventory changes to verify the correctness of inventory.

4. 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.

5. 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:

1. Evaluate the design and implementation of the internal control in relation to the revenue recognition.

2. 23 -

3. 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.

4. 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, 2024 included intangible assets amounted to NT$ 72,163 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:

1. Reviewing the assessment of indicators of impairment provided by the management, and discussing with management to evaluate the following items:

2. (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；

3. (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.

1. 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, 2024 and 2023 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.

• 24 -

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 Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

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

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

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

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

5. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieve fair presentation.

6. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

7. 25 -

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 consolidated financial statements for the year ended December 31, 2024 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 Po Ju Chou.

Crowe (TW) CPAs

Taipei, Taiwan

Republic of China

March 5, 2025

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.

• 26 -

Sinphar Pharmaceutical Co., Ltd and Subsidiaries CONSOLIDATED BALANCE SHEETS

(In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS	Note	% Amount December 31,2024	% Amount December 31,2024	December 31,2023	December 31,2023
		Amount		Amount	%
Cash and cash equivalents Financial assets at fair value	6 (1) 6 (2) 6 (3) 6 (4) 6 (5) and 6(21) 6 (6) 6 (7) 8 6 (2) 6 (8) 6 (9), 7(3) and 8 6 (10) and 8 6 (11) and 8 6 (26) 6 (12) and 8 6 (21) 6 (13) 6 (14) and 8 6 (14) and 8 6 (15) 6 (26)	$ 1,075,672 6,956 95,409 147,116 494,784 714,906 84,212 5,300 2,624,355 - 54,640 3,266,540 18,572 72,163 185,366 30,698 19,410 26,511 3,673,900 $ 6,298,255 $ 370,000 97,424 233 185,212 336,786 39,363 351,290 42,501 1,422,809 1,181,205 15,089 132,975 1,329,269 2,752,078 1,811,398 924,140 179,959 137,171 331,295 648,425 (120,762) 3,263,201 282,976 3,546,177 $ 6,298,255	17 - 2 2 8 12 1 -	$ 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 -
through profit or loss – current Financial assets at amortized cost – current
Notes receivable, net Accounts receivable, net Inventories Prepayments Other current assets
Total current assets			42		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			- 1 52 - 1 3 1 - - 58 100		- - 52 - 1 3 1 - 1
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
					58
					100
			5 2 - 3 5 1 6 1 23 19 - 2 21 44		6 1 - 5 5 - 1 1
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
					19
					24 1 2
					27
					46
			29 15 3 2 5		27
EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE PARENT Capital stock Capital surplus Retained earnings Appropriated as legal capital reserve	6 (16) 6 (17) 6 (18)
					14
					2 2 6
Appropriated as special capital reserve
Unappropriated retained earnings
Total retained earnings Others equity interests	6 (19) 6 (20)		10		10
			(2)		(2)
Total equity attributable to shareholders of the parent non-controlling interests Total equity			52 4 56		49 5
					54
Total liabilites and equity			100		100

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

• 27 -

Sinphar Pharmaceutical Co., Ltd and Subsidiaries

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In Thousands of New Taiwan Dollars)

		2024		2023
ITEM	Note	Amount $ 3,150,628 (1,913,612) 1,237,016 (543,126) (248,522) (151,362) (142) (943,152) 293,864 16,837 19,023 14,147 (36,771) 13,236 307,100 (21,883) 285,217 11,471 (8,779) 2,692 33,683 (5,567) 28,116 30,808 $ 316,025 $ 304,705 (19,488) $ 285,217 $ 332,585 (16,560) $ 316,025 $ 1.68 $ 1.68	%	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 (21) 6 (6, 24) 6 (24) and 7 (3) 6(5) 6 (22) 6 (23) 6 (25) 6 (26) 6 (27)		100 (61) 39 (17) (8) (5) - (30) 9 1 1 - (1) 1 10 (1) 9	$ 2,962,934 100 (1,871,691) (63) 1,091,243 37 (446,775) (15) (224,151) (8) (132,580) (4) (1,681) - (805,187) (27) 286,056 10 12,307 - 34,736 1 6,320 - (33,711) (1) 19,652 - 305,708 10 51,068 2 356,776 12
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			- - -	(3,736) - (4,933) - (8,669) -
			1	(18,186) (1)
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 10 10 (1) 9 11 (1) 10	3,009 - (15,177) (1) (23,846) (1) $ 332,930 11 $ 375,170 13 (18,394) (1) $ 356,776 12 $ 355,631 12 (22,701) (1) $ 332,930 11
Basic earnings per share Diluted earnings per share				$ 2.07 $ 2.07

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

• 28 -

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		$ (80,701) $ (40,667) - - - - - - - - - - Foreign Currency Translation Reserve Unrealized Gain(Loss) on Financial Assets at Fair Value Through Other Comprehensive Income Other EquityInterests		Total
ITEM	Common Stock	Capital Surplus	Legal Capital Reserve	Special Capital Reserve	Unappropriated Retained Earnings	$ (80,701) Foreign Currency Translation Reserve			Non- Controlling Interests	Total Equity
Balance, January 1, 2023	$ 1,677,221	$ 929,972	$ 119,606	$ 91,075	$ 233,724 (23,373) (30,292) (167,722) (221,387) (13,969)			$ 2,930,230	$ 286,618	$ 3,216,848
Appropriations of earnings
Legal reserve appropriated Special reserve appropriated	- -	- -	23,373 -	- 30,292		- -		- -	- -	- -
Cash dividends of ordinary share	- -	- -	- 23,373	- 30,292		- -		(167,722) (167,722)	- -	(167,722)
Total appropriations of earnings										(167,722)
Other changes in capital surplus						-		(19,801)
Changes in ownership interests in subsidiaries	-	(5,832)	-	-					49,844	30,043
Net profit (loss) in 2023 Other comprehensive income (loss) in 2023, net of income tax Total comprehensive income (loss) in 2023	- - -	- - -	- - -	- - -	375,170 (3,736) 371,434	- (12,019) (12,019)	- (3,784) (3,784)	375,170 (19,539) 355,631	(18,394) (4,307) (22,701)	356,776 (23,846)
										332,930
Decrease in non-controlling interests	-	-	-	-	-	-	-	-	(14,225)	(14,225)
Balance, December 31, 2023 Appropriations of earnings Legal reserve appropriated Special reserve appropriated	1,677,221 - -	924,140 - -	142,979 36,980 -	121,367 - 15,804	369,802 (36,980) (15,804)	(92,720) - -	(44,451) - - - - - - (5,860) (5,860) $ (50,311)	3,098,338 - -	299,536 - -	3,397,874 - -
Cash dividends of ordinary share Stock dividends of ordinary shares	- 134,177 134,177 - - - $ 1,811,398	- - - - - - $ 924,140	- - 36,980 - - - $ 179,959	- - 15,804 - - - $ 137,171	(167,722) (134,177) (354,683) 304,705 11,471 316,176 $ 331,295	- - - - 22,269 22,269 $ (70,451)		(167,722) - (167,722) 304,705 27,880 332,585 $ 3,263,201	- - - (19,488) 2,928 (16,560) $ 282,976	(167,722) -
Total appropriations of earnings Net profit (loss) in 2024 Other comprehensive income (loss) in 2024, net of income tax Total comprehensive income (loss) in 2024 Balance, December 31, 2024										(167,722)
										285,217 30,808
										316,025
										$ 3,546,177

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

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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 Net loss (gain) on financial assets and liabilities at fair value through profit of 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	$ 307,100 $ 305,708 224,048 206,727 33,322 36,797 142 1,681 (296) - 36,771 33,711 (16,837) (12,307) 2,481 (5,126) - (60,370) 19,097 12,769 (17,699) 27,285 124,288 (102,181) (5,162) 25,232 1,492 (148) 11,770 (10,905) 71 (396) (105,996) (31,974) (3,908) (26,522) 5,140 (19,079) (8,992) (4,162) 12,628 (1,648) 619,460 375,092 2024 2023
Interest received	15,845 12,301
Interest paid Income taxes paid	(36,489) (33,651) (5,304) (57,372)
Net cash generated from operating activities	593,512 296,370
CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of financial assets at fair value through other comprehensive income Acquisition of financial assets at amortized 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 Increase (decrease) in redundable deposits	(41,207) (2,450) (95,409) - (179,143) (198,725) 482 6,300 6,914 (6,924) (16,276) (5,426) (5,145) (30,553) (61,294) (96,785) (391,078) (334,563) (30,000) (47,000) 50,000 160,000 (62,363) (81,101) 1,002 (666)
Cash dividends paid Proceeds from issuing shares by subsidiaries Change in non-controlling interests	(167,722) (167,722)
	- 30,043
	- (14,225)
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	(209,083) (120,671) 7,832 (4,203) 1,183 (163,067) 1,074,489 1,237,556 $ 1,075,672 $ 1,074,489

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

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Attachment 4

Sinphar Pharmaceutical Co., Ltd.

Amendment Comparison Table of the Articles of Incorporation

	After Amendment	Current Article	Description
	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, and no less than 50% of it shall be allocated for salary adjustments or remuneration distribution for non-executive employees .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 asdirector remuneration. The board of directors shall determine the exact percentage. The remuneration of employees anddirector 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 anddirector remuneration.	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 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.	Amendment was made according to article 14, paragraph 6 of the Securities and Exchange Act, and amended the wording.

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After Amendment	Current Article	Description
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, 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	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, 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	Corresponding amendment

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	After Amendment	Current Article	Description
	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, the fortieth Amendment on June 19, 2025 .	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.

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