Skip to main content

AI assistant

Sign in to chat with this filing

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

SINPHAR Annual Report 2023

Nov 14, 2023

51911_rns_2023-11-14_4413d2df-5b3f-4654-b4e6-d22782e5d72b.pdf

Annual Report

Open in viewer

Opens in your device viewer

Stock Code 1734

Sinphar Pharmaceutical Co., Ltd and Subsidiaries

Consolidated Financial Statements for

the Years Ended December 31, 2023 and 2022 and

Independent Auditors’ Report

  • 1 -

Sinphar Pharmaceutical Co., Ltd.

Representation Letter

The entities that are required to be included in the combined financial statements of Sinphar Pharmaceutical Co., Ltd. as of and for the year ended December 31, 2023 under the Criteria Governing the Preparation of Affiliation Report, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises are the same as those included in the consolidated financial statements prepared in conformity with the International Financial Reporting Standard 10 “ Consolidated Financial Statements.” In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Consequently, Sinphar Pharmaceutical Co., Ltd. and Subsidiaries do not prepare a separate set of combined financial statements.

Very truly yours,

Sinphar Pharmaceutical Co., Ltd.

By

Mr. Chih Wen Lee Chairman

March 6, 2024

  • 2 -

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.

  • 3 -

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

  4. inventory changes to verify the correctness of inventory.

  5. 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.

  6. 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. 4 -

  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, 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:

  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

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

  5. 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.

  • 5 -

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:

  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. 6 -

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, 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

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.

  • 7 -

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.

  • 8 -

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.

  • 9 -

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.

  • 10 -

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.

  • 11 -

Sinphar Pharmaceutical Co., Ltd. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2023 and 2022

(Amounts in Thousands of New Taiwan Dollars , Unless Specified Otherwise

  • 1.GENERAL INFORMATION

Sinphar Pharmaceutical Co., Ltd. (Sinphar) was incorporated in the Republic of China (“R.O.C.”) on July 2, 1977. Sinphar mainly engages in the production, processing and trading of various medicines, Chinese medicines, medical comestic products and nutrients. The main operations of Sinphar and its subsidiaries (collectively as “the Group”) are described in the Note 4(3.). Sinphar is the Group’s ultimate parent company.

The consolidated financial statements are presented in the Group's functional currency, New Taiwan Dollars.

  1. APPROVAL OF FINANCIAL STATEMENTS

The accompanying consolidated financial statements were approved and authorized for issue by the Board of Directors on March 6, 2024.

  1. APPLICATION OF NEW AND REVISED STANDARDS, AMENDMENTS AND INTERPRETATIONS

  2. (1) Initial application of the amendments to the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), Interpretations of IFRS (IFRIC), and Interpretations of IAS (SIC) (collectively, the “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (FSC).

New standard, interpretation and amendments endorsed by the FSC and effective from 2023 are as follows:

New Standards,Interpretations and Amendments

Amendments to IAS 1 “Disclosures of Accounting Policies”
Amendments to IAS 8 “Definition of Accounting Estimates”
Amendments to IAS 12“Deferred Tax Related to Assets and
Liabilities Arising from a Single Transaction”
Amendments to IAS 12International Tax ReformPillar
Two Model Rules
Effective Date Announced byIASB
January 1, 2023 (Note 1)
January 1, 2023 (Note 2)
January 1, 2023 (Note 3)
(Note 4)

Note 1: An entity shall apply these amendments for annual reporting periods beginning on or after January 1, 2023.

  • Note 2: These amendments apply to changes in accounting estimates and changes in accounting policies that occur during annual reporting periods beginning on or after January 1, 2023.

  • Note 3: An entity shall apply the amendments to transactions that occur on or after the beginning of the earliest comparative period presented. It also, at the beginning of the earliest comparative period presented, recognizes deferred taxes for all temporary differences related to leases and decommissioning obligations and recognizes the cumulative effect of initially applying the amendments as an adjustment to the opening balance of retained earnings (or other component of equity, as appropriate) at that date.

  • 12 -

  • Note 4: As a temporary exception under IAS 12, an entity shall not recognize deferred income tax assets and liabilities assoicated with Pillar 2 income tax, nor shall it disclose the related information. However, the entity shall disclose in its financial report that it has already applied this exception. An entity shall apply this part of the amendment retrospectively in accordance with IAS 8 since the date that the amendments were issued (i.e. May 23, 2023). An entity shall apply the remaining disclosure requirements for the annual reporting periods beginning on or after January 1, 2023 and needs not to disclose such information in its interim reports with a reporting date ending before or on December 31, 2023.

  • A.Amendments to IAS 1 “Disclosures of Accounting Policies”

The amendments clarify that an entity shall disclose its material significant accounting policy information if the transaction, other event or condition to which the accounting policy information relates is material in size or nature, or a combination of both, and the accounting policy information that relates to a material transaction, other event or condition is also material to the financial statements. On the other hand, if the transaction, other event or condition to which the accounting policy information relates is immaterial in size or nature, an entity needs not to disclosure the accounting policy information that relates to the immaterial transaction, other event or condition. Additionally, Immaterial accounting policy information that relates to material transactions, other events or conditions need not be disclosed, either. However, an entity’s conclusion that accounting policy information is immaterial does not affect the related disclosure requirements set out in other IFRS Standards.

  • B.Amendments to IAS 8 “Definition of Accounting Estimates”

The amendments define accounting estimates as monetary amounts in financial statements that are subject to measurement uncertainty and clarify that a change in measurement techniques or inputs used to develop an accounting estimate is a change in accounting estimates unless the change is due to an error from prior periods.

  • C.Amendments to IAS 12 “Deferred Tax Related to Assets and Liabilities Arising from a Single Transaction”

The amendments narrow the exemption extent in paragraphs 15 and 24 of IAS 12 for an entity from recognizing a deferred tax asset or liability in particular circumstances. In particular, the exemption does not apply to a transaction that gives rise to equal taxable and deductible difference at the time of the transaction. At the initial application of the amendments, an entity shall, at the beginning of the earliest comparative period presented, recognise deferred taxes for all deductible and taxable temporary differences associated with (i) lease and (ii) decommissioning liabilities and recognise the cumulative effect of initially applying the amendments as an adjustment to the opening balance of retained earnings (or other component of equity, as appropriate) at that date. An entity shall also apply the amendments transactions that occur on or after the beginning of the earliest comparative period presented. When initially applying the amendments, the information for comparable periods shall be restated.

  • “ - ”

  • D.Amendments to IAS 12 International Tax Reform Pillar Two Model Rules

The amendments stipulates that, as a temporary exception to IAS 12, Group shall neither recognize nor disclose information about deferred income tax assets and liabilities for Pillar Two income tax relating to international tax reform; however, Group shall disclose in its financial reports that it has applied this exception. In addition, Group shall separately disclose its current income tax expenses (benefits) relating to Pillar Two income tax. If the Pillar Two bill has been enacted or has been substantively enacted but has not yet taken effect, Group should disclose qualitative and quantitative information on its exposure to Pillar Two income tax that is known or can be reasonably estimated.

Based on the Group’s assessment, the New IFRSs above have no significant effect on the Group’s financial position and financial performance.

  • 13 -

  • (2) The IFRSs issued by International Accounting Standards Board (IASB) and endorsed by FSC with effective date starting 2024.

New standards, interpretations and amendments endorsed by the FSC and effective from 2024 are as follows:

New Standards, Interpretations and Amendments Effective Date Announced by IASB Amendments to IFRS 16 “Lease Liability in a Sale and January 1, 2024 (Note 1) Leaseback” Amendments to IAS 1 “Classification of Liabilities as Current January 1, 2024 or Non-current” Amendments to IAS 1 “Non-current Liabilities with January 1, 2024 Covenants” Amendments to IAS 7 and IFRS 7 “Supplier finance January 1, 2024 (Note 2) arrangements ”

  • Note 1: The seller-lessee shall apply the amendments retrospectively in accordance with IAS 8 for the sale and leaseback transactions made after the initial application of IFRS 16.

  • Note 2: The amendment provides certain transitional reliefs. When initially appling the amendment, entities are not required to disclose comparative information and interim period information, as well as opening information required by paragraph 44H(b)(ii)-(iii).

  • A.Amendments to IFRS 16 “Lease liability in a sale and leaseback”

The amendment clarifies that for a sale and leaseback transaction, if the transfer of the asset is treated as a sale in accordance with IFRS 15, the liabilities incurred by the seller-lessee due to the leaseback should be treated in accordance with the IFRS 16. Moreover, if any variable lease payments that do not depend on an index or rate are involved, the seller-lessee should still determine and recognize the lease liability arising from such variable payments in a manner that does not recognize gains and losses related to the retained right of use. The difference between the subsequent actual lease payment amount and the reduced carrying amount of the lease liability is recognized in profit or loss.

B.Amendments to IAS 1 “Classification of Liabilities as Current or Non-current”

The amendments clarify that when an entity determines whether a liability is classified as non-current, the entity should assess whether it has the right to defer the settlement for at least twelve months after the reporting period. If the entity has that right on the end of reporting period, that liability must be classified as non-current regardless whether the entity expects whether to exercise the right or not. If the entity must follow certain conditions to have the right to defer the settlement of a liability, the entity must have followed those conditions at the end of reporting period in order to have that right, even if the lender tests the entity’s compliance on a later date.

The aforementioned settlement means transferring cash, other economic resources or the entity’s equity instruments to the counter-party to extinguish the liability. If the terms of the liability give the counterparty an option to extinguish the liability by the entity’s equity instruments, and this option is recognized separately in equity in accordance with IAS 32 “Financial Instruments: Presentation”, then the classification of the liability will not be affected.

  • C.Amendment to IAS 1 “Non-current Liabilities with Covenants”

This amendment further clarifies that only contractual terms that are required to be complied with before the end of the reporting period will affect the classification of the liability at that date. The contractual terms that required to be complied with within 12 months after the reporting period do not affect the classification of liabilities at the reporting date. However, for liabilities classified as noncurrent and must be repaid within 12 months after the reporting period due to potential non-compliance, the relevant facts and circumstances should be disclosed.

  • 14 -

D.Amendments to IAS 7 and IFRS 7 “Supplier finance arrangements”

Supplier financing arrangements involve one or more financing providers making payments to suppliers on behalf of an entity, and the entity agrees to repay the financing providers on the payment date agreed with the suppliers or a later date. The amendments to IAS 7 require an entity to disclose information on its supplier financing arrangements to enable users of financial statements to assess the impact of these arrangements on the entity's liabilities, cash flows and exposure to liquidity. The amendments to IFRS 7 include into its application guidance that when disclosing how an entity manages the liquidity risk of its financial liabilities, it may also consider whether it has obtained or can obtain financing facilities through supplier financing arrangements, and whether these arrangements may cause concentration of liquidity risk.

Based on the Group’s assessment, the application of the New IFRSs above will not have any significant impact on the Group’s financial position and financial performance.

  • (3) The IFRSs issued by International Accounting Standards Board (“IASB”) but not yet endorsed and issued into effect by the FSC.
into effect by the FSC.
New Standards,Interpretations and Amendments Effective Date
Announced byIASB
Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets between
an Investor and its Associate or Joint Venture”
IFRS 17 “Insurance Contracts”
Amendments to IFRS 17

Amendments to IFRS 17 “Initial Application of IFRS 17 and IFRS 9
Comparative Information”
Amendments to IAS 21 “Lack of Exchangeability”

To be determined by IASB
January 1, 2023
January 1, 2023
January 1, 2023
January 1, 2025

As of the date, the accompanying consolidated financial statements were authorized for issue, the Group is still evaluating the impact on its financial position and financial performance as a result of the initial adoption of the aforementioned standards or interpretations. The related impact will be disclosed when the Group completes the evaluation.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The main accounting policies used in the preparation of the consolidated financial report are explained below. Unless otherwise stated, these policies apply consistently throughout all reporting periods.

  • (1.) Statement of Compliance

The accompanying consolidated financial statements have been prepared in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRSs endorsed and issued into effect by the FSC.

  • (2.) Basis of Preparation the Consolidation Financial Statement

  • A. Except for the following items, the consolidated financial statements have been prepared under the historical cost convention:

    • (A.) The financial assets and liabilities measured at fair value through profit and loss (including derivative financial instruments).
  • 15 -

    • (B.) The financial assets measured at fair value through other comprehensive income.

    • (C.) Defined benefit liabilities recognized based on the net amount of pension fund assets less present value of defined benefit obligation.

  • B. The preparation of financial statements in compliance with IFRSs endorsed by FSC requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in process of applying the Group’s accounting policies. The areas involving a high degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 5.

  • (3.) Basis of Consolidation

  • A. The basis for the preparation of consolidated financial statements

    • (A.) All subsidiaries are included in the Group’s consolidated financial statements. Subsidiaries are the entities (including structured entities) controlled by the Group. The Group controls an entity when the Group is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Consolidation of subsidiaries begins from the date the Group obtains control of the subsidiaries and ceases when the Group loses control of the subsidiaries.

    • (B.) All intra-company transactions, balances, and unrealized gains or losses are eliminated in full on consolidation. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Group.

    • (C.) Profit or loss and each component of other comprehensive income are attributed to the shareholders of the parent and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the shareholders of the parent and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

    • (D.) Changes in the Group’s ownership interests in subsidiaries that do not result in the Group losing control of the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group’s interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in subsidiaries. Any difference between the amount of the non-controlling interests adjusted and the fair value of the consideration paid or received is recognized directly in equity.

    • (E.) When the Group loses control of a subsidiary, the Group remeasures any investment retained in the former subsidiary at its fair value. That fair value is regarded as the fair value on initial recognition of a financial asset or the cost on initial recognition of the associate or joint venture. Any difference between fair value and carrying amount is recognized in profit or loss. All amounts previously recognized in other comprehensive income in relation to the subsidiary are reclassified to profit or loss on the same basis as if the related assets or liabilities were disposed of. That is, when the Group loses control of a subsidiary, all gains or losses previously recognized in other comprehensive income in relation to the subsidiary should be reclassified from equity to profit or loss, if such gains or losses would be reclassified to profit or loss when the related assets or liabilities are disposed of.

  • 16 -

B. The subsidiaries included in the consolidated financial statements:

Name of the
Investor

Sinphar
Pharmaceutical
Co., Ltd.
Sinphar
Pharmaceutical
Co., Ltd
Sinphar
Pharmaceutical
Co., Ltd
Sinphar
Pharmaceutical
Co., Ltd
Sinphar
Pharmaceutical
Co., Ltd
SynCore
Biotechnology
Co., Ltd.
SUNETIC
BIOTECH INC.
Sinphar Tian-Li
Pharmaceutical
Co.,
Ltd.(Hangzhou)
Sinphar Tian-Li
Pharmaceutical
Co.,
Ltd.(Hangzhou)
Name of subsidiaries
CANCAP
PHARMACEUTICAL
LTD.
SUNETIC
BIOTECH INC.
UNIVERSAL NEXT
TECHNOLOGIES
INC.
ZuniMed Biotech Co.,
Ltd.
SynCore
Biotechnology Co.,
Ltd.
SynCore
Biotechnology
Europe GmbH
Sinphar Tian-Li
Pharmaceutical Co.,
Ltd.(Hangzhou)
Hetian Tianli
shasheng
Pharmaceutical
Development Co., Ltd.
Hangzhou Vitrum
Healthy Food Co.,
Ltd.
Main Business
Production and
sale of healthy
food
Investment
business
Investment
business
Production and
sale of medical
appliances
New drug and
biotechnology
service
New drug
development and
biotechnology
service
Production and
sales of raw
materials,
pharmaceuticals,
etc.
Scientific
research and
production and
sales of shasheng
Pharmaceutical
Sale of cosmetics
and healthy food
Percentage of Ownership Percentage of Ownership

31-Dec-23
88.43%
83.47%
100.00%
100.00%
64.26%
(Note)
100.00%
100.00%
91.00%
100.00%
31-Dec-22
88.43%
83.47%
100.00%
100.00%
62.09%
100.00%
100.00%
91.00%
100.00%
  • Note:(A.) The Subsidiary, SynCore Biotechnology Co., Ltd.’s shareholders held a meeting on May 5, 2023, and resolved to cover deficit by reducing capital by NT$843,325 thousand, writing off 84,332 thousand shares (including privately placed equuity 33,131 thousand shares). The ratio of capital reduced was 73.28%. The registration had been completed on May 31, 2023.

    • (B.) The Subsidiary, SynCore Biotechnology Co., Ltd.’s Board of Directors resolved on August 8, 2023 to raise capital through the issuance of 4,420 thousand ordinary shares. Amount to be issued through the cash capital increase is $NTD150,280 thousand at a subscription price of $NTD34 per share. The registration has been completed, and the Group acquired 3,507 thousand shares.
  • C. Subsidiaries not included in the consolidated financial statements: None

  • D. Adjustments for subsidiaries with different balance sheet dates: None

  • E. Significant restrictions: None

  • F. Subsidiaries hold the securities issued by the parent company: None

  • 17 -

G. Subsidiaries that have material non-controlling interests to the Group:

Subsidiary

SynCore Biotechnology Co., Ltd.

SUNETIC BIOTECH INC.


Subsidiary
Proportion of equity and voting rights held
by non-controlling interests
Location
31-Dec-23
30-Dec-22
Taiwan
35.74%
37.91%
Mauritius
16.53%
16.53%

Profit or loss allocated to non-controlling interests
For the Year Ended
December 31,2023
For the Year Ended
December 31,2022
$ (15,474)
$ (71,516)
(2,603)
12,123


(317)
(1,077)
$ (18,394)
$ (60,470)
Proportion of equity and voting rights held
by non-controlling interests
Location
31-Dec-23
30-Dec-22
Taiwan
35.74%
37.91%
Mauritius
16.53%
16.53%

Profit or loss allocated to non-controlling interests
For the Year Ended
December 31,2023
For the Year Ended
December 31,2022
$ (15,474)
$ (71,516)
(2,603)
12,123


(317)
(1,077)
$ (18,394)
$ (60,470)
Proportion of equity and voting rights held
by non-controlling interests
Proportion of equity and voting rights held
by non-controlling interests
Proportion of equity and voting rights held
by non-controlling interests
31-Dec-23
30-Dec-22
35.74%
37.91%
16.53%
16.53%
loss allocated to non-controlling interests
30-Dec-22
For the Year Ended
December 31,2023
$ (15,474)

(2,603)

(317)
$ (18,394)
For the Year Ended
December 31,2022
SynCore Biotech Co., Ltd.
SUNETIC BIOTECH INC.
(Excluing non-controlling interest held
by the subsidiary)
Others
Total
$ (71,516)
12,123
(1,077)
$ (60,470)
Non-controlling interests Non-controlling interests
Subsidiary
SynCore Biotech Co., Ltd
SUNETIC BIOTECH INC.
(Excluding non-controlling interest
held by the subsidiary)
Others
Total
31-Dec-23
$ 127,816
161,510
10,210
$ 299,536
30-Dec-22
$ 94,585
181,325
10,708
$ 286,618

Please refer to Note 13 and Table 4 for information on the subsidiaries’ main business locations and countries of registrations.

Summarized financial information of the subsidiaries:

(a.) Balance Sheet

SynCore Biotechnology Co., Ltd. and Subsidiaries

ITEM
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Equity
Equity attributed to
Sinphar (note 1)
Non-controlling interests
IFRS16 adjustments (note 2)
31-Dec-23
$ 310,481
67,881
(21,226)
-
$ 357,136
$ 229,834
127,816
(514)
$ 357,136
31-Dec-22
$ 348,233
88,415
(186,644)
(992)
$ 249,012
$ 154,941
94,585
(514)
$ 249,012
  • 18 -

  • Note 1 The rental expenses of property and building as of December 31, 2023 and 2022 were NT $533 thousand and NT $522 thousand, respectively. These transactions between the consolidated companies and the time difference of revenue recognition were eliminated for the preparation of consolidated report.

  • Note 2 They were property and building leased from the parent company. Since these were intercompany transactions, the accumulative effects aroused from the first application to IFRS 16 were eliminated for the preparation of the consolidated financial statement.

SUNETIC BIOTECH INC. and Subsidiaries

ITEM
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Equity
Equity attributed to
Sinphar
Non-controlling interests
Non-controlling interests of the
subsidiaries
31-Dec-23
$ 328,714
748,483
(39,368)
(18,521)
$ 1,019,308
$ 842,572
166,855

9,881
$ 1,019,308
31-Dec-22
$ 418,420
780,983
(62,780)
(22,343)
$ 1,114,280
$ 921,424
182,472
10,384
$ 1,114,280

(b.) Statements of comprehensive incomes

SynCore Biotechnology Co., Ltd. and Subsidiaries

ITEM

Revenue
Net loss
Other comprehensive loss
Total comprehensive loss
Net loss attributable to
Sinphar (Note)
Non-controlling interests
Total comprehensive loss
attributable to
Sinphar (Note)
Non-controlling interests
For the Year Ended
December31,2023
$ 20,196
$ (38,172)
(2,984)
$ (41,156)
$ (22,698)
(15,474)
$ (38,172)
$ (24,543)
(16,613)
$ (41,156)
For the Year Ended
December31,2022
$ 15,857
$ (188,666)
(5,242)
$ (193,908)
$ (117,150)
(71,516)
$ (188,666)
$ (120,406)
(73,502)
$ (193,908)

Note The rental expenses of property and building for the years ended December 31, 2023 and 2022 were NT $11 thousand and NT $102 thousand, respectively. These transactions between the consolidated companies and the time difference of revenue recognition were eliminated for the preparation of consolidated report.

  • 19 -

SUNETIC BIOTECH INC. and Subsidiaries

For the Year Ended For the Year Ended For the Year Ended
ITEM December 31,2023 December 31,2022
Sales Revenue $ 243,995 $ 328,520
Net Profit $
9,648
$ 71,464
Net loss attributable to non-
controlling interests (317) (1,077)
Net Profit 9,331 70,387
Other comprehensive income (loss) (18,254) 16,839
Total comprehensive income (loss) $ (8,923) $ 87,226
Net profit (loss) attributable to
Sinphar $
8,053
$ 59,651
Non-controlling interests 1,595 11,813
Non-controlling interests of
the subsidiaries (317) (1,077)
$ 9,331 $ 70,387
Total comprehensive income (loss)
attributable to
Sinphar $
(7,028)
$ 73,565
Non-controlling interests (1,392) 14,568
Non-controlling interests of
the subsidiaries (503) (907)
$ (8,923) $ 87,226
Statements of Cash Flows
SynCore BiotechnologyCo.,Ltd and Subsidiaries
ITEM 2023 2022
Net cash used in operating activities $
(82,373)
$ (209,612)
Net cash used in investing activities (778) (1,031)
Net cash generated from (used in)
financing activities 78,675 (73,212)
Effect of exchange rate 27 30
Net decrease in cash and cash
equivalents $ (4,449) $ (283,825)
Dividends paid to non-controlling
interests
$
-
$ -

(c.) Statements of Cash Flows

  • 20 -

SUNETIC BIOTECH INC. and Subsidiaries

ITEM
Net cash generated from (used in)
operating activities

Net cash generated from (used in)
investing activities
Net cash used in financing activities
Effect of exchange rate
Net increase (decrease) in cash and
cash equivalents
Dividends paid to non-controlling
interests
2023
$ (30,123)
(27,465)

(86,182)

(4,271)
$ (148,041)
$ 14,225
2022
$ 165,768

29,329

(53,197)
5,011
$ 146,911
$ 8,795
  • (4.) Foreign Currencies

A. Foreign currency transaction

Transactions in currencies other than the Group’s functional currency are recognized at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Exchange differences on monetary items arising from settlement or translation are recognized in profit or loss in the period. Non-monetary items measured at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured at historical cost in a foreign currency are not retranslated. Except for financial instruments at FVTOCI, financial instruments that are designated as foreign operation net hedge or qualified as cash flow hedge, the retranslation foreign exchange differences are recognized in other comprehensive income. In other cases, the exchange differences are recognized in profit and loss.

B. Translation of foreign operation

For the purpose of preparing consolidated financial statements, the functional currencies of the Group and the foreign entities (including subsidiaries, associates, joint ventures and branches in other countries that use currency different from the currency of the Group) are translated into the presentation currency - the New Taiwan dollar as follows: assets and liabilities are translated at the exchange rates prevailing at the end of the reporting period; profits and losses items are translated at the average exchange rates for the period. The resulting currency translation differences are recognized in other comprehensive income.

On the disposal of a foreign operation involving the loss of control, joint venture or significant influence over the foreign operation, all of the exchange differences accumulated in equity in respect of that operation are reclassified to profit or loss.

In relation to a partial disposal of a subsidiary that does not result in the Group losing control over the subsidiary, the proportionate share of accumulated exchange differences is re-attributed to the noncontrolling interests of the subsidiary and is not recognized in profit or loss. For all other partial disposals, the proportionate share of the accumulated exchange differences recognized in other comprehensive income is reclassified to profit or loss.

  • 21 -

  • (5.) Classification of Current and Noncurrent Assets and Liabilities

  • A. Assets that meet one of the following criteria are classified as current assets:

    • (A.) Assets that expected to be realized or intended to be sold or used within normal operating cycle;

    • (B.) Assets held primarily for the purpose of trading;

    • (C.) Assets that are expected to be realized within 12 months after the reporting period; and

    • (D.) Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle liabilities more than twelve months after the balance sheet date.

Assets that are not classified as current are classified as non-current.

  • B. Liabilities that meet one of the following criteria are classified as current liabilities:

  • (A.) Liabilities expected to be paid off within normal operating cycle;

  • (B.) Liabilities held primarily for the purpose of trading;

  • (C.) Liabilities due to be settled within 12 months after the reporting period (It is still a current liability even if a long-term refinancing or rearrangement of payment agreement is completed after the balance sheet date and before the financial report is approved,); and

  • (D.) Liabilities for which the Group does not have an unconditional right to defer settlement for at least 12 months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

Liabilities that are not classified as current are classified as non-current.

  • (6.) Cash and Cash Equivalent

Cash and cash equivalent includes cash on hand, bank deposit and short-term, highly liquid investment that are readily convertible to know amount of cash and which are subject to an insignificant risk of change in value. Time deposits with original maturities within 1 year from the closing date that meet the definition above and are held for purpose of meeting short-term cash commitments in operations are classified as cash equivalent.

  • (7.) Financial Instruments

Financial assets and financial liabilities are recognized in balance sheets when the Group becomes a party to the contractual provisions of the instruments.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at FVTPL) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at FVTPL are recognized immediately in profit or loss.

  • A. Financial assets

  • (A.) Measurement category

The Group adopts trade-date accounting to recognize financial assets.

Financial assets are classified as financial assets at FVTPL, financial assets at amortized cost, and equity investments at FVTOCI.

  • 22 -

a. Financial assets at FVTPL

Financial asset is classified as at FVTPL when the financial asset is mandatorily classified or designated as at FVTPL. Financial assets mandatorily classified as at FVTPL including equity investments not designated as at FVTOCI and debt instruments that do not meet the criteria of amortized cost or the FVTOCI.

Financial assets at FVTPL are initially and subsequently measured at fair value, with any gains or losses arising from remeasurement recognized in other gains or losses income. Fair value is determined in the manner described in Note 12(3).

  • b. Equity investment at FVTOCI

On initial recognition, the Group may make an irrevocable election to designate investments in equity instruments as at FVTOCI. Designation at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognized by an acquirer in a business combination.

Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in other equity. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments, instead, they will be transferred to retained earnings.

Dividends on these investments in equity instruments are recognized in profit or loss when the Group’s right to receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the investment.

  • c. Financial assets at amortized cost

Financial assets that meet the following conditions are subsequently measured at amortized cost:

  • (a.) The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and

  • (b.) The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Subsequent to initial recognition, financial assets measured at amortized cost are measured at carrying amount determined by the effective interest method less any impairment loss. Exchange differences are recognized in profit or loss.

Interest revenue is calculated by using the effective interest method. This is calculated by applying the effective interest rate to the gross carrying amount of a financial asset except for:

  • (a.) Purchased or originated credit-impaired financial assets, for those financial assets, the Group applies the credit-adjusted effective interest rate to the amortized cost of the financial asset from initial recognition.

  • (b.) Financial assets that are not purchased or originated credit-impaired financial assets but subsequently have become credit-impaired financial assets, for those financial assets, the Group applies the effective interest rate to the amortized cost of the financial asset in subsequent reporting periods.

  • 23 -

  • (B.) Impairment of financial assets

The Group recognizes a loss allowance for expected credit losses (“ECL”) on financial assets at amortized cost (including accounts receivable).

The loss allowance for accounts receivable is measured at an amount equal to lifetime ECL. For other financial assets, when the credit risk on the financial instrument has not increased significantly since initial recognition, a loss allowance is recognized at an amount equal to 12month ECL. If there has been a significant increase in credit risk since initial recognition, a loss allowance is recognized at an amount equal to lifetime ECL.

ECL reflects the weighted average of credit losses with the respective risks of a default occurring as the weights. Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECL represents the portion of lifetime ECL that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.

The Group recognizes an impairment loss for aforementioned financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account.

  • (C.) Derecognition of financial assets

The Group derecognizes a financial asset when one of the following conditions is met:

  • a. The contractual rights to receive the cash flows from the financial asset expire.

  • b. The contractual rights to receive cash flows of the financial asset have been transferred and the Group has transferred substantially all risks and rewards of ownership of the financial asset.

  • c. The Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

The difference between the book value and the price of financial assets at amortized cost will be recognized to profit or loss on disposal of the financial assets. The cumulative gain or loss of the investments in equity instruments at FVTOCI will not be reclassified to profit or loss on disposal of the equity investments. Instead, they will be transferred to retained earnings.

B. Financial liabilities

  • (A.) Subsequent measurement

Except for the following, financial liabilities measured at amortized cost are measured using the effective interest rate method after initial recognition.

  • a. Financial liabilities at FVTPL are financial liabilities held for trading or financial liabilities designated upon initial recognition as at FVTPL. Repurchase currently, and the derivative financial instruments unless financial guarantee contract and designated and effective as a hedging instrument, are classified financial liabilities held for trading. The Group designates the financial liabilities upon initial recognition as at FVTPL when the financial liabilities accord to one of the followings:

  • (a.) They are hybrid (combined) contracts containing at least an embedded derivaties and the host contract is an asset not within the scope of IFRS 9; or

  • (b.) Eliminates or significantly reduces measurement or recognition; or

  • (c.) A tool to manage and evaluate its performance on a fair value basis in accordance with a written risk management policy.

  • 24 -

  • b. Financial liabilities at FVTPL are stated at fair value upon initial recognition, related transaction costs and any gain or loss arising on remeasurement are recognized in profit or loss.

  • c. A financial liabilities that designated as financial liabilities measured at FVTPL, which amount of change in fair value resulting from a change in credit risk, is recognized as other comprehensive income, and that will not be reclassified subsequently to profit or loss. The amount of the remaining fair value change in the liability is reported in the profit and loss. However, if the aforementioned accounting treatment triggers or exacerbates the improper accounting ratio, the full profits or losses of the liability are reported in the profit or loss.

  • (B.) Derecognition of financial liabilities

A financial liability is derecognized when the obligation under the liability is discharged, cancelled or expires. When derecognition of financial liabilities, the difference in the respective carrying amounts and the consideration paid, including any non-cash assets transferred or liabilities assumed, are recognized in profit or loss.

C. Modification of Financial Instruments

When the contractual cash flows of a financial instrument are renegotiated or modified and the renegotiation or modification does not result in the derecognition of that financial instrument, the Group recalculates the gross carrying amount of the financial asset or the amortized cost of the financial liabilities using the original effective interest rate and recognises a modification gain or loss in profit or loss. Any costs or fees incurred adjust the carrying amount of the modified financial instrument and are amortised over the remaining term of the modified financial instrument. If the renegotiation or modification results in that the derecognition of that financial instrument is required, then the financial instrument is derecognized accordingly.

If the basis for determining the contractual cash flows of a financial asset or financial liability changes resulting from interest rate benchmark reform and the change is necessary as a direct consequence of interest rate benchmark reform and the new basis for determining the contractual cash flows is economically equivalent to the previous basis, the Group applies the practical expedient to account for that change as a change in effective interest rate. If changes are made to a financial asset or financial liability in addition to changes to the basis for determining the contractual cash flows required by interest rate benchmark reform, the Group first applies the practical expedient aforementioned to the changes required by interest rate benchmark reform, and then applies the applicable requirements to any additional changes to which that practical expedient does not apply.

(8.) Inventories

Inventories, under a perpetual system, are measured at the lower of cost and net realisable value. Cost is determined using the weighted average method. The cost of finished goods and work in progress comprises raw materials, direct labour, other direct costs and related production overheads (allocated based on normal operating capacity), excluding borrowing costs. The item-by-item approach is used in applying the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated cost of completion and applicable variable selling expenses.

  • 25 -

  • (9.) Agriculture (biological assets and agricultural products)

Agricultural activities are the management of the biological transformation and harvesting of biological assets for sale, conversion into agricultural products or conversion into additional biological assets. Biological assets are measured at fair value less costs of disposal. However, biological assets may be measured at cost less accumulated depreciation if the fair value cannot be obtained from the active market, on the alternative option of the fair value clearly unreliable. Agricultural products harvested from biological assets shall be measured at the fair value less costs to sell.

Gains or losses on initial recognition of biological assets measured at fair value less cost to sell, and gains or losses arising from changes of biological assets in the fair value less cost to sell are included in profit or loss in the period in which they occur.

The agricultural activities of the Group are the cultivation of the parasitic plant Cistanche tubulosa, which is mainly used as raw materials for the finished products of the Group.

  • (10.) Property, Plant and Equipment

  • A. Property, plant and equipment (including bearer plants) are initially recorded at cost. Borrowing costs incurred during the construction period are capitalized. For property, plant and equipment under construction, sample produced from testing whether the asset is functioning properly before its intended use are measured at lower of the costs or net realizable value. Proceeds from selling such an item and the cost of the item are recognized in profit or loss.

  • B. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be reliably measured. The carrying amount of the replaced component is derecognized. All other repairs and maintenance expense are recognized in profit or loss as incurred.

  • C. Except for land, which is not depreciated, other items of property, plant and equipment are measured at cost, the depreciable amount shall be allocated by the straight-line method over its useful life. Depreciation methods, useful lives, and residual values are reviewed at the end of each reporting period. If expectations for the assets’ residual values and useful lives differ from previous estimates or the patterns of consumption of the assets’ future economic benefits embodied in the assets have changed significantly, any change is accounted for as a change in accounting estimate under IAS 8, ‘Accounting Policies, Changes in Accounting Estimates and Errors’, from the date of the change. The estimated useful lives of property, plant and equipment are as follows: Buildings: 3~55 Years

Machinery: 1~18Years

Transportation: 2~10 Years

Office Equipment: 1~15 Years

Other Equipment(including bearer plants): 1~10 Years

  • D. If an item of property, plant and equipment or any significant component is disposed or there is no future economic benefit flow to the Group, the carrying amount is derecognized in profit and loss. The gain or loss arising from the derecognition of an item of property, plant and equipment shall be determined as the difference between the net disposal proceeds, if any, and the carrying amount of the item, and it shall be recognized in profit and loss.

  • 26 -

(11.) Leases

At the inception of a contract, the Group assesses whether the contract is, or contains, a lease. For a contract that contains a lease component and non-lease component, the Group allocates the total contractual consideration to the lease component on the basis of each single lease component price and the summarized price of non-lease components.

(A.)The Group as lessee

The Group recognizes right-of-use assets and lease liabilities for all leases at the commencement date of a lease, except for short-term leases and low-value asset leases accounted for applying a recognition exemption where lease payments are recognized as expenses on a straight-line basis over the lease terms.

Right-of-use assets

Right-of-use assets are initially measured at cost, which comprises the initial measurement of lease liabilities adjusted for lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs needed to restore the underlying assets, and less any lease incentives received. Right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses and adjusted for any remeasurement of the lease liabilities.

Right-of-use assets are presented on a separate line in the consolidated balance sheets.

Right-of-use assets are depreciated using the straight-line method from the commencement dates to the earlier of the end of the useful lives of the right-of-use assets or the end of the lease terms. However, if the ownership of the underlying assets is transferred to the Group by the end of the lease terms or if the costs of right-of-use assets reflect that the Group will exercise a purchase option, the Group depreciates the right-of-use assets from the commencement dates to the end of the useful lives of the underlying assets.

(B.)The Group as lessor

Leases are classified as finance leases whenever the terms of a lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

(12.) Intangible Assets

  • A. Intangible assets acquired separately (with finite useful lives)

Intangible assets acquired from government grants are measured at fair value. Intangible assets with finite useful lives that are acquired separately are initially measured at cost and subsequently measured at cost less accumulated amortization and accumulated impairment loss. Amortization is recognized on a straight-line basis as follow.

  • (A.)Computer Software:1~10 Years

(B.)Technology:10~20 Years

  • (C.)License:The duration of patent right and the duration of the contract whichever is shorter

The estimated useful life, residual value, and amortization period and method are reviewed at the end of each reporting period, with the effect of any changes in estimates accounted for on a prospective basis.

  • 27 -

  • B. Internally-generated intangible assets - research and development expenditure

  • (A.)Expenditure on research activities is recognized as an expense in the period in which it is incurred except for the goodwill or intangible assets from business combination.

  • (B.)An internally-generated intangible asset arising from the development phase of an internal project is recognized if, and only if, all of the following conditions have been demonstrated:

    • a.The technical feasibility of completing the intangible asset so that it will be available for use or sale;

    • b.The intention to complete the intangible asset and use or sell it;

    • c.The ability to use or sell the intangible asset;

d.When the intangible asset could generate probable future economic benefits;

  - e.The availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and

  - f.The ability to measure reliably the expenditure attributable to the intangible asset during its development.
  • (C.) Capitalized intangible assets in development phase are stated at cost, less accumulated amortization and accumulated impairment loss. Intangible assets with indefinite useful lives that are not amortizable.

  • (D.) The assessment of intangible assets with indefinite life is reviewed annually to determine whether the useful lives of intangible asset with indefinite life continues to be with indefinite life. If not, the change in useful life from infinite to finite is recorded as change in accounting estimate.

  • C. Disposal of the assets

Any gain or loss arising from the disposal of the assets is determined as the difference between the disposal proceeds and the carrying amount of the asset and is recognized in profit or loss.

  • (13.) Impairment of Non-Financial Assets

The Group assesses at the end of reporting period the recoverable amounts of those assets where there is an indication that they are impaired. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and its value in use. When the indication of impairment loss recognized in prior years for an asset other than goodwill no longer exists, the impairment loss is reversed to the extent of the loss previously recognized in profit or loss.

Goodwill, intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually and recognize impairment loss if the carrying amount less than the recoverable amount. Goodwill cannot be reversed in future periods.

(14.) Provisions

Provisions are recognised when the Group has a present legal or constructive obligation from past events, and it is probable that an outflow of economic resources will be required to settle the obligation and the amount of the obligation can be reliably estimated. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation on the balance sheet date. The discount rate shall be a pre-tax rate that reflect current market assessment of the time value and the risk specific to the liability. Where discounting is used, the carrying amount of a provision increases in each period to reflect the passage of time. This increase is recognised as interest expense. Future operating loss is not recognized as provisions.

  • 28 -

(15.) Employee Benefits

A. Short-term employee benefits

Short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in respect of service rendered by employees in a period and should be recognised as expenses in that period when the employees render service.

B. Pensions

  • (A.) Defined contribution plans

For defined contribution plans, the contributions are recognised as pension expenses when they are due on an accrual basis. Prepaid contributions are recognised as an asset to the extent of a cash refund from the plan or a reduction in future contributions to the plan.

  • (B.) Defined benefit plans

    • a. Net obligation under a defined benefit plan is defined as the present value of an amount of pension benefits that employees will receive on retirement for their services with the Group in current or prior period(s). The liability recognised in the balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets. The defined benefit net obligation is estimated annually by independent actuaries using the projected unit credit method.

    • b. Remeasurements of defined benefit plans are recognized in other comprehensive income as incurred and are recorded as retained earnings.

    • c. Past-service costs are recognized immediately in profit or loss.

  • C. Employee’s compensation and directors’ remuneration

Employees’ compensation and directors’ and supervisors’ remuneration are recognised as expenses and liabilities, provided that such recognition is required under legal or constructive obligations and those amounts can be reliably estimated. Any difference between the amount accrued and the amount actually distributed is accounted for a change in accounting estimate.

  • D. Termination benefits

A liability for a termination benefit is recognized at the earlier of when the Group can no longer withdraw the offer of the termination benefit and when the Group recognize any related restructuring costs. The benefits expected to be due more than 12 months after balance sheet date should be discounted to the present value.

(16.) Taxation

  • A. Income tax expenses include both current taxes and deferred taxes. Except for expenses related to the items recognized in other comprehensive income or directly in equity, all current and deferred taxes shall be recognized in profit or loss.

  • B. The current income tax is calculated on the basis of the tax laws enacted or substantively enacted at the end of each reporting period in the countries where the Group and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in accordance with applicable tax regulations. It establishes provisions where appropriate based on the amounts expected to be paid to the tax authorities. According to Income Tax Act in the R.O.C., income tax on unappropriated earnings is expensed in the year the shareholders’ meeting approved the appropriation of earnings which is the year subsequent to the year the earnings are generated.

  • 29 -

  • C. Deferred income tax is recognised, using the balance sheet liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated balance sheet. However, the deferred tax is not accounted for if it arises from initial recognition of goodwill or of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss, and it does not give rise to equal deductible and taxable temporary differences at the time of transaction. Deferred tax is provided on temporary differences arising on investments in subsidiaries, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.

  • D. Deferred tax assets arising from deductible temporary differences, unused loss carry forward and unused tax credits are only recognized to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future. The carrying amount of deferred tax assets is reviewed at the end of each reporting period.

  • E. Current income tax assets and liabilities are offset and the net amount reported at the end of the reporting period when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously. Deferred income tax assets and liabilities are offset at the end of the reporting period when the entity has the legally enforceable right to offset current tax assets against current tax liabilities and they are levied by the same tax authority on either the same entity or different entities that intend to settle on a net basis or realize the asset and settle the liability simultaneously.

  • F. Tax credit resulting from acquisitions of equipment or technology, research and development expenditures, employee training, and equity investments to the extent that it is possible that future taxable profit will be available against which the unused tax credits can be utilized.

(17.) Revenue

The Group identifies the contract with the customers, and recognizes revenue when performance obligations are satisfied.

  • A. Revenue from sale of goods

Revenue from the sale of goods is mainly from sale of medical product. When a customer obtains control of promised goods, at which time the goods are delivered to the customer's specific location and performance obligation is satisfied.

  • B. Royalties

Royalties are the rights of using intellectual property in authorized duration. The received royalties are recognized in royalty revenue on a time basis over the period of the authorization.

  • C. Technical service

The Group provides research and development technology test services. Revenue from services is recognized as revenue during the period when services are provided to customers. If the services rendered exceed the payment, a contract asset is recognized. If the payments exceed the services rendered, a contract liability is recognized.

  • 30 -

The Group’s estimates of revenue, costs and completion degree are revised with the test situation. Any income and cost increase or decrease caused by the estimated changes will be reflected in profit or loss during the period when the revision situation is known to the management.

(18.) Borrowing costs

The borrowing cost directly attributable to the acquisition, construction or production of a qualified assets, is capitalized as part of the cost of the assets until substantially all necessary activities to reach the intended use or status for sale of the assets have been completed.

To the extent that an entity borrows funds specifically for the purpose of obtaining a qualifying asset, the entity shall determine the amount of borrowing costs eligible for capitalisation as the actual borrowing costs incurred on that borrowing during the period less any investment income on the temporary investment of those borrowings.

Except for the aforementioned, all other borrowing costs are recognized as profit or loss in the period in which they are incurred.

  • (19.) Government grants

Government grants are recognised at their fair value only when there is reasonable assurance that the Group will comply with any conditions attached to the grants and the grants will be received.

Government grants are recognized in profit or loss on a systematic basis over the periods in which the Group recognizes as expenses the related costs for which the grants are intended to compensate.

Government grants that are deemed as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Group with no future costs are recognized in profit or loss in the period in which they are receivable.

(20.) Earnings per Share

The Group discloses the basic and diluted earnings per share attributable to ordinary equity holders of Sinphar. The calculation of basic earnings per share is based on the profit or loss attributable to the ordinary shareholders of Sinphar divided by the weighted-average number of ordinary shares outstanding. The calculation of diluted earnings per share is based on the profit or loss attributable to ordinary shareholders of Sinphar divided by the weighted-average number of ordinary shares outstanding after adjustment for the effect of all dilutive potential ordinary shares.

5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Group’s accounting policies, the management is required to make judgments, estimations, and assumptions about the uncertain situation. The estimates and associated assumptions are based on historical experience and other factors considered relevant. Actual results may differ from these estimates.

The Group considers the economic implications of the changes in climates and related governmental policies and regulations, the conflicts between Ukraine and Russia as well as related international sanctions, inflation and volatility in interest rate when making its critical accounting estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised if the revisions affect only that period or in the period of the revisions and future periods if the revisions affect both current and future periods.

  • 31 -

In the preparation of the consolidated financial statements, the critical accounting judgments the Group has made and the major sources of estimation and assumption uncertainty are described as follows:

  • A. Critical accounting judgements

Business model assessment for financial assets

The Group determines the business model at a level that reflects how groups of financial assets are managed together to achieve a particular business objective. This assessment involves judgment and consideration of all relevant evidence, such as how the performance of the assets is evaluated, the risks that affect the performance of the assets, and how the managers of the assets are compensated. The Group constantly assess the adequacy of its business model and monitors financial assets measured at amortized cost and debt investments measured at fair value through other comprehensive income. When these assets are derecognized prior to their maturity, the Group reviews the reasons for their disposal and whether the reasons are consistent with the objective of the business for which the assets were held. If the objective of the business for an asset is changed, the classification of the asset is prospectively changed from the reclassification date.

  • B. Critical accounting estimates and assumptions

(A.)Revenue Recognition

Sales revenue, excluding related estimated sales returns, discounts and other similar allowance, is recognized when the control of goods or services is transferred to the customer and the Group satisfies it performance obligation. The Group estimates sales returns and allowance based on historical experience and other known factors. The Group assesses the reasonableness of the estimates periodically.

(B.)Estimated impairment of financial assets

The provision for impairment of accounts receivables, debt investments, and financial guarantee contracts is based on assumptions on default risk and expected loss rates. The Group makes these assumptions and selects inputs for impairment calculation based on the Group’s historical experience and existing market conditions, as well as forward looking information. If the future cash inflows are less than expected, a material impairment loss may arise. Please refer to Note 6(4.)for the assumption and input data.

(C.)Evaluation of inventories

As inventories are stated at the lower of cost and net realisable value, the Group must determine the net realisable value of inventories on balance sheet date using judgements and estimates. The Group evaluates the amounts of normal inventory consumption, obsolete inventories or inventories without market selling value on balance sheet date, and writes down the cost of inventories to the net realisable value. The management considers current market and historical experience on sperific future product demand for evaluation basis, and charge of these factors may significantly affect the results.

(D.)The useful life of property, plant and equipment

Property, plant and equipment are amortized on a straight-line basis, and the Group periodically evaluates the useful life and residual value of property, plant and equipment. If there is a significant change in the relevant estimates, it will be adjusted in the current period of the change and in subsequent years.

  • 32 -

(E.)Impairment assessment of tangible and intangible assets (Goodwill excluded)

In the process of evaluating the potential impairment of tangible and intangible assets other than goodwill, the Group is required to make subjective judgments in determining the independent cash flows, useful lives, expected future revenue and expenses related to the specific assets groups with consideration of any changes in these estimates based on changes economic conditions or business strategies could result in significant impairment charges or reversal in future years.

(F.)Realisability of deferred tax assets

Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which the deferred tax asset can be utilised. If future generated profit less than expected, there would be significant reversed of deferred tax assets recognized as profit and loss when occured.

6. DETAILS OF SIGNIFICANT ACCOUNTS

  • (1.) Cash and Cash Equivalents
Cash and Cash Equivalents
ITEM
Cash on hand
Check deposits
Demand deposits
Cash equivalent
Time deposits
(Investments with original
maturities less than 1 year)
Total
31-Dec-23
$ 3,835
2,034
708,020
360,600
$ 1,074,489
31-Dec-22
$ 3,666
2,129
826,370
405,391
$ 1,237,556
  • A. The Group trades with a variety of financial institutions all with high credit quality to disperse credit risk, and the management expects that the probability of counterparty default is remote.

  • B. The cash and cash equivalents were not pledged.

  • (2.) Financial Assets at Fair Value through Profit or Loss

Financial Assets at Fair Value through Profit or Loss
ITEM
Financial assets mandatorily measured at
fair value through profit or loss, current
Beneficiary certificates
Valuation adjustments
Total
Financial assets mandatorily measured at
fair value through profit or loss, non-
current
Overseas unlisted preferred shares
Valuation adjustments
Total
31-Dec-23

$ 6,475
185
$ 6,660

$ 4,844
(4,844)
$ -
31-Dec-22
$ 6,475
185
$ 6,660
$ 4,844
(4,844)
$ -

A. The Group invested in the preferred stocks of PHYTOCEUTICA INC., it is not entitled to other rights of ordinary shares, except for that dividends and distribution of residual assets preferred over ordinary shares.

  • 33 -

  • B. As of December 31, 2023 and 2022, the financial assets at fair value through profit or loss was not pledged or held as collateral.

  • C. Please refer to Note 12 for information about the related credit risk management and the valuation techniques.

  • (3.) Notes Receivable, Net

.) Notes Receivable, Net
ITEM 31-Dec-23 31-Dec-22
Notes receivable $ 166,720 $ 179,489
Less: Allowance for impairment loss (507) (353)
$ 166,213 $ 179,136
  • A. As of December 31, 2023 and 2022, the notes receivable were not pledged.

  • B. Please refer to table below for the information about the disclosures on allowance for impairment loss on notes receivable.

  • (4.) Accounts Receivable, Net

ITEM
Accounts receivable
Gross Carrying Amount measured at
amortized cost
Less: Allowance for impairment loss
31-Dec-23
$ 485,461
(8,209)
$ 477,252
31-Dec-22
$ 512,746
(6,693)
$ 506,053
  • A. The Group’s average credit terms of accounts receivable were 30 to 210 days, which was determined with factors of customers’ industrial environment, business scales and profitability.

  • B. The accounts receivables were not pledged.

  • C. The Group applies the simplified approach to provisions for expected credit losses, which permits the use of a lifetime expected credit losses provision for all notes receivable and accounts receivable. The lifetime expected credit losses on accounts receivables are estimated by reference to past default experience with the respective debtors and an analysis of the debtors’ current financial positions. According to the past experience of credit loss, there is no significant difference between different customer categories, thus the provision matrix doesn’t further distinguish customer categories, and is set up the expected credit loss ratio by the past due days.

The following table detailed the loss allowance of notes receivables and accounts receivables based on the Group’s provision matrix.

December 31,2023

Not past due
0 to 60 days
61 to 120 days
121 to 180 days
Over 181 days
Total
Expected Credit
Loss Ratio
0%~1%
5%
30%
50%
100%
Gross
Carrying
Amount
$ 613,056
31,294
1,274
243
6,314
$ 652,181
Loss Allowance
(Lifetime ECL)
$ 334
1,565
382
121
6,314
$ 8,716
Amortized
Cost
$ 612,722
29,729
892
122
-
$ 643,465
  • 34 -
December 31,2022

Not past due
0 to 60 days
61 to 120 days
121 to 180 days
Over 181 days
Total
Expected Credit
Loss Ratio
0%~1%
5%
30%
50%
100%
Gross
Carrying
Amount
$ 671,937
11,495
3,915
952
3,936
$ 692,235
Loss Allowance
(Lifetime ECL)
$ 885
575
1,174
476
3,936
$ 7,046
Amortized
Cost
$ 671,052
10,920
2,741
476
-
$ 685,189
  • D. The movements of the loss allowances of notes receivable and accounts receivable, including those from related parties, were as follows:
from related parties, were as follows:
Balance on January 1
Add: Recognition of impairment losses
Foreign exchange gains and losses
Balance at December 31
For the Year Ended
December 31,2023
$ 7,046
1,681
(11)
$ 8,716
For the Year Ended
December 31,2022
$ 6,536

467
43
$ 7,046
  • E. These amounts were recognized without considering other credit enhancements held by the Group. The Group writes off accounts receivable when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery. However, the Group continues to engage in enforcement activity to recover the receivables due. Any recovered amounts are recognized in profit or loss.

  • F. Please refer to Note 12 for information about the related credit risk management and the valuation techniques.

(5.) Inventories

Inventories
ITEM
Merchandise
Finished goods
Work in process
Raw materials
Materials
Total
31-Dec-23
$ 2,727
298,744
152,418

342,617
42,688
$ 839,194
31-Dec-22
$ 1,039
268,401
145,492
275,972
46,109
$ 737,013
  • A. Cost of Revenue related to inventories recognized in profit or loss as follows:
ITEM
Cost of Goods Sold
Loss on decline (gain on reversal) in
market value of inventories
Loss on inventory scrapped
Others
Total
For the Year Ended December31 For the Year Ended December31
2023
$ 1,860,580



(4,898)
16,711

(702)
$ 1,871,691
2022
$ 1,741,768
8,111
17,325

(1,853)
$ 1,765,351
  • B. No inventories were pledged or held as collateral.

  • 35 -

(6.) Prepayments

Prepayments
ITEM
Payments in Advance
Offset Against Business Tax Payable
Office Supplies
Other Prepayments
Total
Financial Assets at FVTOCI – non-current
ITEM
Equity instruments
Domestic unlisted ordinary shares
Foreign listed shares
Overseas unlisted preferred shares
Subtotal
Valuation adjustments
Total
31-Dec-23
$ 37,704
34,269
530
6,547
$ 79,050
31-Dec-23
$ 12,126
37,102
36,409
85,637
(63,425)
$ 22,212
31-Dec-22
$ 49,243
31,427

18,053
8,449
$ 107,172
31-Dec-22
$ 9,676

37,102

36,409

83,187
(58,492)
$ 24,695
  • (7.) Financial Assets at FVTOCI – non-current

  • A. These investments in equity instruments were held for long-term strategic purposes. Accordingly, the management elected to designate these investments in equity instruments as at FVTOCI as they believed that recognizing short-term fluctuations from these investments’ fair value in profit or loss would not be consistent with the Group’s strategy of holding these investments for long-term purposes.

  • B. The financial assets at FVTOCI were not pledged or held as collateral.

  • C. Please refer to Note 12 for information about the related credit risk management and the valuation techniques.

  • (8.) Property, Plant and Equipment

Cost
1-Jan-23
Additions
Disposals
Reclassification
Effect of exchange rate
changes
31-Dec-23
Accumulated depreciation
and Impairment
1-Jan-23
Depreciation
Disposals
Effect of exchange rate
changes
31-Dec-23
Land
$ 717,584
-
-
-
-
$ 717,584
$ -
-
-
-
$ -
Buildings
Machinery Other
Equipment
$ 336,048
20,521

(14,322)
7,932
(737)
$ 349,442
$ 260,387

19,752

(14,026)
(559)
$ 265,554
Unfinished
Construction
and
Equipments
Pending
Acceptance
$ 72,622
115,721

-
(58,638)
-
$ 129,705
$ -
-

-
-
$ -
Total
$ 5,743,756
198,695

(30,404)
130,648
(21,785)
$ 6,020,910
$ 2,624,009
206,089
(29,230)

(8,263)
$ 2,792,605
$ 2,926,564

20,667

-

47,303

(16,155)
$ 1,690,938

41,786

(16,082)

134,051
(4,893)
$ 2,978,379 $ 1,845,800
$ 1,122,935

89,240

-

(5,311)
$ 1,240,687

97,097

(15,204)
(2,393)
$ 1,206,864 $ 1,320,187
  • 36 -
Cost
1-Jan-22
Additions
Disposals
Reclassification
Effect of exchange rate
changes
31-Dec-22
Accumulated Depreciation
and Impairment
1-Jan-22
Depreciation
Disposals
Effect of exchange rate
changes
31-Dec-22
CarryingAmount
31-Dec-23
31-Dec-22
Land
$ 717,584
-
-
-
-
$ 717,584
$ -
-
-
-
$ -
$ 717,584
$ 717,584
Buildings Machinery Other
Equipment
$ 309,851

21,231

(1,354)
5,376

944
$ 336,048
$ 243,113

17,693

(1,253)

834
$ 260,387
$ 83,888
$ 75,661
Unfinished
Construction
and
Equipments
Pending
Acceptance
$ 66,323
37,271

-
(30,972)

-
$ 72,622
$ -
-

-
-
$ -
$ 129,705
$ 72,622
Total
$ 5,626,084
88,136

(8,951)
17,284

21,203
$ 5,743,756
$ 2,422,182
200,207

(7,897)
9,517
$ 2,624,009
$ 3,228,305
$ 3,119,747
$ 2,882,399

11,877

(78)

19,777

12,589
$ 1,649,927

17,757

(7,519)

23,103

7,670
$ 2,926,564 $ 1,690,938
$ 1,031,583

87,941

(27)

3,438
$ 1,147,486

94,573

(6,617)

5,245
$ 1,122,935 $ 1,240,687
$ 1,771,515 $ 525,613
$ 1,803,629 $ 450,251
  • A. Property, plant and equipment were pledged as collateral for both long-term and short-term loans, please refer to Note 8.

  • B. As of December 31, 2023 and 2022, the Group acquired agricultural lands from non-related parties

for the purpose of plant planning which could not be registered ownership of the Group. The acquisition cost was NT$23,184 thousand, and the land was registered in the name of Shu Fei Yu.

To protect the interest of the Group, the mortgage right of the land was registed belong to the Group.

(9.) Right-of-Use Assets

ht-of-Use Assets
ITEM 31-Dec-23
21,715
(3,141)
18,574
Land
31-Dec-22
Land
Less:Accumulated Depreciation
Net
1-Jan-23
Additions
Effect of exchange rate changes
31-Dec-23
$ $ 22,122

(2,560)
$ $ 19,562
Cost Accumulated
Depreciation
CarryingAmount
$ 19,562
(638)
(350)
$ 18,574
  • 37 -
1-Jan-22
Addition
Effect of Exchange Rate Changes
31-Dec-22
Land
Cost
$ 21,801
-
321
$ 22,122
Accumulated
Depreciation

$ (1,892)
(642)
(26)
$ (2,560)
CarryingAmount
$ 19,909
(642)
295
$ 19,562
  • A. The Group signed a contract with the Ministry of Land and Resources of the People's Republic of China, in 2003; the Group acquired the right-of-use of the lands in Yuhang development zone and Ka Zi Na Ke development zone for the purpose of setting up plants and agricultural usage. It was amounted for RMB $7,544 thousand for the right of usage for 50 years.

  • B. The right-of-use assets were pledged as collateral for both long-term and short-term loans, please refer to Note 8.

  • C. As of December 31, 2023, there was no indication that the right-of-use assets were impaired, therefore the Group did not assess impairment.

  • (10.) Intangible Assets

tangible Assets
Cost
1-Jan-23
Additions
Disposals
Reclassification
Effect of foreign currency
exchange difference
31-Dec-23
Accumulated Depreciation and
Impairment
1-Jan-23
Depreciation
Disposals
Effect of foreign currency
exchange difference
31-Dec-23
Cost
1-Jan-22
Additions
Disposals
Effect of foreign currency
exchange difference
31-Dec-22
Trademarks
$ 2,463
-
-
-
(46)
$ 2,417
$ 2,421
16
-
(46)
$ 2,391
$ 2,427
-
-
36
$ 2,463
Software
$ 91,839
5,260

(10,516)
223
-
$ 86,806
$ 62,980
13,489

(10,516)
-
$ 65,953
$ 95,831
11,138

(15,130)
-
$ 91,839
Technology
licenses
$ 347,941
-
-

-

-
$ 347,941
$ 289,859
7,138

-
-
$ 296,997
$ 347,941
-
-

-
$ 347,941
Total
$ 442,243
5,260

(10,516)
223
(46)
$ 437,164
$ 355,260
20,643

(10,516)
(46)
$ 365,341
$ 446,199
11,138

(15,130)
36
$ 442,243
  • 38 -
Accumulated Depreciation and
Impairment
1-Jan-22
Depreciation
Disposals
Effect of foreign currency
exchange difference
31-Dec-22
Carrying Amount
31-Dec-23
31-Dec-22
Trademarks
$ 2,369
17
-
35
$ 2,421
$ 26
$ 42
Software
$ 60,098
18,012

(15,130)
-
$ 62,980
$ 20,853
$ 28,859
Technology
licenses
$ 266,436
23,423

-
-
$ 289,859
$ 50,944
$ 58,082
Total
$ 328,903
41,452

(15,130)
35
$ 355,260
$ 71,823
$ 86,983
  • A. The software was pledged as collateral for both long-term loans, please refer to Note 8.

  • B. The aforementioned technology licenses were licensed by the National Health Research Institutes (NHRI) and were acquired from a Germany company “Medigene”. The main purpose of these technologies were to develop new drug for anticancer.

  • (11.) Short-term loans

rt-term loans
Category
Unsecured Loans
Secured loans
Total
Category
Unsecured Loans
Secured loans
Total
31-Dec-23
Amount
Interest rate
$ 360,000
1.75%~1.95%
40,000
2.04%~2.28%
$ 400,000
31-Dec-22
Interest rate
Amount
$ 420,000
27,000
$ 447,000
Interest rate
1.44%~2.32%
1.79%~2.03%

The Group pledged some of its property, plant and equipment as well as other financial assets as collaterals for short-term borrowings. Please refer to Note 8 for more information.

  • (12.) Long-Term Borrowings and Current Portion of long-term borrowings
Items
Secured Loans
Unsecured Loans
Subtotal
Less: current portion
Total
Interest Rate
31-Dec-23
$ 1,254,858
290,000
1,544,858
(50,716)
$ 1,494,142
1.650%~2.415%
31-Dec-22
$ 1,205,052
260,907
1,465,959
(50,341)
$ 1,415,618
1.525%~2.283%

Please refer to Note 8 for collaterals pledged for long-term borrowings.

  • 39 -

(13.) Retirement Benefit Plans

Defined contribution plans

  • A. The employee pension plan under the Labor Pension Act of the R.O.C. (the Act) is a defined contribution plan. Pursuant to the plan, the Group and its domestic subsidiaries make monthly contributions of 6% of each individual employee’s salary or wage to employees’ pension accounts. Pension benefits for employees of subsidiaries overseas were provided in accordance with the local regulations. NT$23,746 thousand and NT$21,620 thousand were contributed by the Group for the years ended December 31, 2023 and 2022, respectively.

  • B. Pension benefits for employees of subsidiaries overseas were provided in accordance with the local regulations. NT$7,529 thousand and NT$6,587 thousand were contributed by the Group for years ended December 31, 2023 and 2022, respectively.

Defined benefit plan

The Group and its domestic subsidiaries have defined benefit pension plans in accordance with the Labor Standards Law of the R.O.C. Pension benefits are based on the number of units accrued and the average monthly salaries and wages of the last 6 months prior to retirement. The Group contributes monthly an amount equal to 2% of the employees’ monthly salaries and wages to the retirement fund deposited in Bank of Taiwan, the trustee, under the name of the independent retirement fund committee. The Group would assess as the balance in the aforementioned labor pension reserve account by the end of each year. If the account balance is not enough to pay the pension to the labors expected to be qualified for retirement in the next year, the Group will make contribution for the deficit by next March. The pension fund is managed by the government’s designated authorities and the Group has no right to influence their investment strategies.

  • A. Amounts recognized in the consolidated balance sheets were as follows:
ITEM 31-Dec-23 31-Dec-23 31-Dec-22
Present value of defined benefit obligations $ 164,129
$ 165,248
(129,270)
Fair value ofplan assets (128,577)
Net defined benefit liability $ 35,552
$ 35,978
  • B. Movements of net defined benefit liabilities were as follows:
B. Movements of net defined benefit liabilities were as follows: B. Movements of net defined benefit liabilities were as follows: B. Movements of net defined benefit liabilities were as follows: B. Movements of net defined benefit liabilities were as follows: B. Movements of net defined benefit liabilities were as follows: B. Movements of net defined benefit liabilities were as follows: B. Movements of net defined benefit liabilities were as follows: B. Movements of net defined benefit liabilities were as follows:
For the Year Ended December31,2023
Present value of
defined benefit
obligations
Fair value of plan
asset
Net defined benefit
liability
Fair value of plan
asset
Net defined benefit
liability
ITEM
BALANCE at JANUARY 1 $ 165,248 $ (129,270) $ 35,978
Service cost:
Current service cost 680 - 680
Interest expense (revenue) 2,118 (1,662) 456
Recognized in profit or loss 2,798 (1,662) 1,136
  • 40 -
For the Year Ended December31, 2023
Present value of Fair value of plan
asset
Net defined benefit
liability
defined benefit Fair value of plan Net defined benefit
ITEM obligations asset liability
Remeasurement on the net defined
benefit liability:
Return on plan assets - (1,130) (1,130)
Actuarial (gains) losses
Effect of changes in
demographic assumptions
demographic assumptions - - -
Effect of changes in financial
assumptions
assumptions 1,397 - 1,397
Experience adjustments 3,469 - 3,469
Components of defined benefit 4,866 (1,130)
costs recognized in other
4,866 3,736
comprehensive income
Pension fund contribution - (5,298) (5,298)
Paid Pension (8,783) 8,783 -
Balance at December 31 $ 164,129 $ (128,577) $ 35,552
For the Year Ended December31, 2022
Present value of
defined benefit
obligations
Fair value of plan
asset
Net defined benefit
liability
Fair value of plan
asset
Net defined benefit
liability
ITEM
BALANCE at JANUARY 1 $ 171,779 $ (120,890) $ 50,889
Service cost:
Current service cost 1,075 - 1,075
Interest expense(revenue) 1,182 (832) 350
Recognized in profit or loss 2,257 (832) 1,425
Remeasurement on the net defined
benefit liability:
Return onplan assets - (9,475) (9,475)
Actuarial(gains)losses
Effect of changes in
demographic assumptions
8
(9,474)
Effect of changes in
demographic assumptions 8 -
Effect of changes in financial
assumptions
assumptions (9,474) -
Experience adjustments 9,861 - 9,861
Components of defined benefit 395 (9,475)
costs recognized in other
(9,080)
comprehensive income
Pension fund contribution - (7,256) (7,256)
Paid Pension (9,183) 9,183 -
Balance at December 31 $ 165,248 $ (129,270) $ 35,978
  • 41 -

C. The defined benefit plan as of the year ended 2023 and 2022 were summarized by functions as follows:

For the Year Ended December 31

Operation Costs
Selling Expense
Administrative Expense
Research and Development Expense
2023
$ 516
354
224
42
$ 1,136
2022
$ 648
408
293
76
$ 1,425
  • D. Through the defined benefit plans under the Labor Standards Law, the Group is exposed to the following risks:

  • (A.) Investment risk

The pension funds are invested in equity and debt securities, bank deposits, etc. at the discretion of the Bureau of Labor Funds of Ministry of Labor, or under the mandated management. However, under the Labor Standards Law, the rate of return on plan assets shall not be less than the average interest rate on a two-year time deposit published by the local banks.

  • (B.)Interest risk

A decrease in the government bond interest rate will increase the present value of the defined benefit obligation; however, this will be partially offset by an increase in the return on the debt investments of the plan assets.

  • (C.)Salary risk

The present value of the defined benefit obligation is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the present value of the defined benefit obligation.

  • E. The main actuarial assumptions used were as follows:
in actuarial assumptions used were as follows:
31-Dec-23 31-Dec-22
Discount rate 1.20% 1.30%
Expected rate of salaryincrease 1.50% 1.50%
The weighted average duration of the defined
8 years 9 years
benefit obligation
  • (A.) Assumptions on future mortality experience are set based on the 6th Taiwan Standard Ordinary Experience Mortality Table (TSO).

  • (B.) The sensitivity analysis:

If significant actuarial assumptions change reasonably and all other assumptions are held constant, the present value of the defined benefit obligation may increase(decrease) as below:

elow:
ITEM 31-Dec-23 31-Dec-22
Discount rate $ (3,459)
$ (3,727)
(1,397)
(1,506)
3,571
3,854
1,415
1,526
3,552
3,837
(3,457)
(3,729)
(15)
(26)
15
26
0.25% increase
0.1% increase
0.25% decrease
0.1% decrease
Future salaryincrease rate
0.25% increase
0.25% decrease
Employee turnover rate

110% of the expected employee turnover rate
(15) (26)
90% of the expected employee turnover rate 15 26
  • 42 -

The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated .

  • F. The contribution that the Group expects to make to its defined benefit pension plans in next year is NT$834 thousand.

Other Employees’ benefits were as follows:

r Employees’benefits were as follows: r Employees’benefits were as follows:
ITEM
31-Dec-23
31-Dec-22
Employees benefits payable
$ 10,485 $ 9,647
Compensated absences payable
5,432
5,217
Other employees benefits
16,314
15,029
Total
$ 32,231$ 29,893
l Stock
ovements in the number of Sinphar’s ordinary shares outstanding are as follows:
For the Year Ended December 31,2023
Issued and paid shares
(in thousands)
Issued capital
January 1
167,722 $ 1,677,221
December 31
167,722 $ 1,677,221
For the Year Ended December31,2022
Issued and paid shares
(in thousands)
Issued capital
January 1
167,722 $ 1,677,221
December 31
167,722 $ 1,677,221
31-Dec-22
$ 9,647
5,217
15,029
$ 29,893
Issued and paid shares
(in thousands)
Issued capital
167,722 $ 1,677,221
167,722 $ 1,677,221
For the Year Ended December31,2022
Issued capital
$ 1,677,221
$ 1,677,221
Issued and paid shares
(in thousands)
167,722
167,722
Issued capital
$ 1,677,221
$ 1,677,221
  • (14.) Capital Stock

The movements in the number of Sinphar’s ordinary shares outstanding are as follows:

As of Dec 31, 2023 the Sinphar’s authorized capital amount was NT$2,500,000 thousand, consisting of 250,000 thousand shares of ordinary stocks.

  • (15.) Capital Surplus
ITEM
Additional paid in capital
Additional paid-in capital arising from bond conversion
Difference between consideration and carrying amount of
subsidiaries acquired or disposed
Changes in ownership interest in Subsidiaries
Others
Total
31-Dec-23
$ 422,450
190,611
310,439
-
640
$ 924,140
31-Dec-22
$ 422,450
190,611
310,439
5,832
640
$ 929,972

Under Sinphar’s Act, the capital surplus generated from excess of the issuance price over the par value of capital stock and donations may be used to offset a deficit; in addition, when Sinphar has no deficit, such capital surplus may be distributed as stock dividends or cash dividends. Further, the R.O.C. Securities and Exchange Law requires that the amount of capital surplus to be capitalized mentioned above should not exceed a certain percentage of Sinphar’s paid in capital each year. Capital surplus should not be used to cover accumulated deficit unless the legal reserve is insufficient.

  • 43 -

(16.) Accumulated Deficit and Dividend Policy

  • A. When allocating the net profits in each fiscal year, Sinphar shall be first utilized for paying taxes, offsetting losses of previous years, and then setting aside the 1) legal capital reserve at 10% of the profits left over, until the accumulated legal capital reverse equals Sinphar’s paid-in capital; 2) special capital reverse in accordance with relevant laws or regulations or as requested by the authorities in charge; and 3) balance left over shall be allocated according to the resolution of the board of directors and the shareholders’ meeting.

  • B. To consider about the economic circumstances, development phase, and future business expansion, dividends will be allocated in consideration of future capital expenditure and cash forecast. However, cash dividends are limited to over 20% of total dividends distributed.

  • C. The appropriation for legal capital reserve shall be made until the reserve equals Sinphar’s paid-in capital. The reserve may be used to offset deficit, or be distributed as dividends in cash or stocks for the portion in excess of 25% of the paid-in capital if Sinphar incurs no loss.

  • D. Special Reserve

ial Reserve
ITEMS
Amount when first applied to IFRSs
Amount aroused from other equity interest
Total
31-Dec-23
$ 37,951
83,416
$ 121,367
31-Dec-22
$ 37,951
53,124
$ 91,075
  • (A.) In accordance with the regulations, Sinphar shall set aside special reserve from the debit balance on other equity items at the balance sheet date before distributing earnings. When debit balance on other equity items is reversed subsequently, the reversed amount could be included in the distributable earnings.

  • (B.) When IFRSs were first adopted, according to the special reserve regulation of Financial Supervisory Commission R.O.C, no. 1010012865 on April 6, 101, If Sinphar subsequently uses, disposes or reclassifies the relevant assets, the proportion originally set aside as the special reserve will be reversed into distributable retained earnings.

  • E. The appropriations of earnings for 2022 had been approved in the meeting of shareholders on June 20, 2023 and the appropriations and dividends per share were as follows:

Appropriation of Earnings Appropriation of Earnings Dividends Per Share(NT$) Dividends Per Share(NT$)
Legal capital reserve $ 23,373 $ -
Special capital reserve 30,292 -
Cash dividends of ordinaryshare 167,722 1
Total $ 221,387
  • F. The resolutions of 2021 deficit compensation have been approved by Sinphar’s shareholders in its meeting held on June 21, 2022. The deficit would be covered with legal capital reserve and distribute cash dividend of NT$0.2 per share, based on the amount NT$33,544 thousand of capital surplus upon issuance.

  • G. The appropriations of earnings for 2023 had been approved in the meeting of the Board of Directors on March 6, 2024 and the appropriations and dividends per share were as follows:

Appropriation of Earnings Appropriation of Earnings Dividends PerShare(NT$) Dividends PerShare(NT$)
Legal capital reserve $ 36,980 $ -
Specialcapital reserve 15,804 -
Cashdividends ofordinary share 167,722 1
Stock dividends of ordinary share 134,178 0.8
Total $ 354,684

The appropriations of earnings for 2023 are to be presented for approval in the shareholders’ meeting which is to be held on June 19, 2024.

  • 44 -

  • H. Information on the resolution of the Board of Directors' and shareholders' meetings regarding the appropriation of earnings is available from the Market Observation Post System on the website of the TWSE.

  • (17.) Others Equity Items

Others Equity Items
ITEM
Balance as at Jan 1, 2023

Exchange differences on translation of foreign
financial statements
Income tax effects
Unrealized gain on financial assets at FVTOCI
Share of other comprehensive income of
associates accounted for using the equity
method
Balance as at Dec 31, 2023
Balance as at Jan 1, 2022
Exchange differences on translation of foreign
financial statements
Income tax effects
Unrealized gain on financial assets at FVTOCI
Share of other comprehensive income of
associates accounted for using the equity
method
Balance as at Dec, 2022
Exchange
differences on
translation of
foreign financial
statements
$ (80,701)
(15,045)
3,009
-
17
$ (92,720)
$ (91,854)
13,919
(2,784)
-
18
$ (80,701)
Unrealized Gain (Loss)
on Financial Assets at
Fair Value Through
Other Comprehensive
Income
$ (40,667)

-

-
(1,922)

(1,862)
$ (44,451)
$ (37,325)

-

-

(68)
(3,274)
$ (40,667)
Total
$ (121,368)

(15,045)

3,009

(1,922)
(1,845)
$ (137,171)
$ (129,179)

13,919

(2,784)

(68)
(3,256)
$ (121,368)

(18.) Non-controlling Interests

(19.) For the Years Ended December 31
ITEMS
2023
2022
Balance at January 1
$ 286,618 $ 354,944
Share attributable to non-controlling interests:
Net loss
(18,394)
(60,470)
Exchange differences arising from the translation of the
translating foreign operations
(3,158)
2,937
Unrealized loss on financial assets at fair value through other
comprehensive income
(1,149)
(1,998)
Changes in ownership interests in Subsidiaries
49,844
-
Decrease in non-controlling interests
(14,225)
(8,795)
Balance at December 31
$ 299,536$ 286,618
Net Revenue
For the Year Ended December 31
ITEM
2023
2022
Revenue from contracts with customers
Sales revenue
$ 3,309,903 $ 3,192,174
Less: Sales returns and discouts
(346,969)
(335,523)
Total
$ 2,962,934$ 2,856,651
For the Years Ended December 31
ITEMS
2023
2022
Balance at January 1
$ 286,618 $ 354,944
Share attributable to non-controlling interests:
Net loss
(18,394)
(60,470)
Exchange differences arising from the translation of the
translating foreign operations
(3,158)
2,937
Unrealized loss on financial assets at fair value through other
comprehensive income
(1,149)
(1,998)
Changes in ownership interests in Subsidiaries
49,844
-
Decrease in non-controlling interests
(14,225)
(8,795)
Balance at December 31
$ 299,536$ 286,618
Net Revenue
For the Year Ended December 31
ITEM
2023
2022
Revenue from contracts with customers
Sales revenue
$ 3,309,903 $ 3,192,174
Less: Sales returns and discouts
(346,969)
(335,523)
Total
$ 2,962,934$ 2,856,651
For the Years Ended December 31 For the Years Ended December 31 For the Years Ended December 31
2022
$ 354,944
(60,470)
2,937
(1,998)

-
(8,795)
$ 286,618
2023
$ 3,309,903
(346,969)
$ 2,962,934
2022
$ 3,192,174
(335,523)
$ 2,856,651
  • 45 -

  • A. Breakdowns of contract revenue

  • (A.) Please refer to Note 14 for geographical and departmental information details.

  • (B.) Revenue was recognized at a specific point of time period when all the obligations were fulfilled.

  • B. Contract Balance

The accounts receivable and contract liabilities in relation to contract revenue were as follows:

ITEM
Accounts Receivable (6(4.))
Contract liabilities-current
31-Dec-23
$ 477,252
$ 85,654
31-Dec-22
$ 506,053
$ 96,559
  • (A.) Changes in contract liabilities mainly result from the time difference between the performance obligation satisfied and the customer’s payment.

  • (B.) Revenue from opening contract liabilities - sales of goods recognized as revenue in the current period were as follows:

ere as follows:
Revenue
Amounts from opening contract liabilities - sales of good
For the Year Ended December 31
2023
$ 82,757
2022
$ 85,216
  • (20.) Other Incomes
Other Incomes
ITEM
Government grants

Rental income
Others
Total

Other Gains and Losses
ITEM
Net currency exchange gains
Gains (Losses) on disposal of assets
Gains on initial recognition of biological assets and agricultural
product
Others
Total
For the Year Ended December 31
2023
2022
$ 4,936 $ 12,252
1,880
1,731
27,920
34,724
$ 34,736$ 48,707
For the Year Ended December 31
2022
$ 12,252

1,731

34,724
$ 48,707
2023
$ 3,787

5,126

2,682

(5,275)
$ 6,320
2022
$ 21,311

(811)

1,293

(752)
$ 21,041
  • (21.) Other Gains and Losses

  • (22.) Employee Benefits Expense, Depreciation and Amortization

ITEM
Employee benefits expense
Salaries and wages
Labor and health insurance
Pension
Other employee benefits
Depreciation
Amortization
Total
For the Year Ended December31,2023 Year Ended December31,2023
Cost of revenue
$ 291,704
29,968
16,657
18,450
158,379
5,647
$ 520,805
Operatingexpenses
$ 340,544
27,571
15,754
25,164
48,348
31,150
$ 488,531
Total
$ 632,248
57,539
32,411
43,614
206,727
36,797
$ 1,009,336
  • 46 -

For the Year Ended December 31, 2022

ITEM
Employee benefits expense
Salaries and wages
Labor and health insurance
Pension
Other wages
Depreciation
Amortization
Total
Cost of revenue
$ 274,189
25,476
15,174
16,542
152,313
3,474
$ 487,168
Operatingexpenses
$ 322,615
24,808
14,458
23,121
48,536
62,391
$ 495,929
Total
$ 596,804
50,284
29,632
39,663
200,849
65,865
$ 983,097
  • A. Sinphar shall allocate 2~8% and not higher than 5% of annual profits during the period to employees’ compensation and directors’ and supervisors’ remuneration, respectively. If there is a change in the proposed amount after the annual consolidated financial statement are authorized for issue, the difference is recorded as a change in accounting estimate.

  • B. The employees’ compensation and directors’ and supervisors’ remuneration for 2023 and 2022 were approved in the meetings of the Board of Directors on March 6, 2024 and March 17, 2023, respectively. The amounts recognized in the financial reports were as follows:

Amount resolved to be
distributed
Amount recognized in
financial reports
Difference
2023
Employees’
compensation
Directors’ and
supervisors’
remuneration
$ 10,485 $ 5,898
10,485
5,898
$ -$ -
2022

Employees’
compensation
Directors’ and
supervisors’
remuneration
$ 9,647 $ 5,426
9,647
5,426
$ - $ -
Employees’
compensation
$ 10,485
10,485
$ -

Employees’
compensation
$ 9,647
9,647
$ -

The above-mentioned compensation was distributed in cash.

  • C. The information about employees’ compensation and directors’ and supervisors’ remuneration of Sinphar as resolved by the meeting of Board of Directors is available from the Market Observation Post System on the website of the TWSE.

(23.) Finance Costs

Finance Costs
ITEM
Interest expense - bank loans
Interest expense - long term payables
Total
For the Year Ended December 31
2023
$ 33,711
-
$ 33,711
2022
$ 27,803
10
$ 27,813
  • 47 -

(24.) Income Tax

A. The components of tax expense (benefit):

The components of tax expense (benefit):
For the Year Ended December31
ITEM 2023 2022
Current tax
Current tax expense recognized in the current
year $ (58,109) $ 57,707
Adjustments for prior periods 1,833 3,399
Total (56,276) 61,106
Deferred tax
Deffered income tax related to origination and
reversal of temporary differences 5,208 19,766
Income tax expense (benefit) $ (51,068) $ 80,872
Income tax recognized in other comprehensive loss (income):
For the Year Ended December31
ITEM 2023 2022
Currency translation differences $ (3,009) $ 2,784
Reconciliation between income tax expense (benefit) and accounting loss as follows:
For the Year Ended December 31
ITEM 2023 2022
Profit before income tax $ 305,708 $ 245,046
Tax calculated based on profit before tax and
statutory tax rate $ 66,877 $ 37,861
Effects from items disallowed by tax regulation (85,031) 26,075
The Income from Income Basic Tax Act - 3,637
Investment tax credit (41,649) (33,260)
Income tax from subsidiaries dividends 14,365 8,881
No deferred income tax assets have been
recognized (12,671) 27,783
Net change in deferred income tax 5,208 10,885
Income tax adjustments for prior years 1,833 3,399
Foreign tax credit - (4,389)
Income tax expense (benefit) $ (51,068) $ 80,872

B. Income tax recognized in other comprehensive loss (income):

C. Reconciliation between income tax expense (benefit) and accounting loss as follows:

The corporate income tax rate for entities subject to the R.O,C, Income Tax Act is 20%, and the tax rate for unappropriated earnings is 5%. The tax rate for subsidiaries in China is 25%. For entities located in other jurisdictions, taxes are calculated using the applicable tax rate for each individual jurisdiction. Under the Act for the Development of Biotech and Pharmaceutical Industry, Sinphar could recognize an investment tax credit within a limit of 20% of the investment price if the investee is applicable to the act.

  • 48 -

D. Deferred income tax assets and liabilities

Deferred tax assets or liabilities arising from temporary differences, operating loss carryforward, and investment tax credits:

investment tax credits:
Deferred income tax asset
Temporary difference
Employee benefits
Sales returns and allowances
Unrealized loss on inventories
Exchange difference on foreign
operations
Others
Operating loss carryforwards
Investment tax credit
Deferred income tax liabilities
Temporary difference
Land value increment tax
Gain on foreign investments accounted
for using the equity method
Others
Deferred income tax asset
Temporary difference
Employee benefits
Sales returns and allowances
Unrealized loss on inventories
Exchange difference on foreign
operations
Others
Investment tax credit
Deferred income tax liabilities
Temporary difference
Land value increment tax
Gain on foreign investments accounted
for using the equity method
Others
For the Year Ended December 31,2023
Jan-1

$ 3,006
11,264
16,867
20,173
798
-
-
$ 52,108
$ 32,939
1,692
3,521
$ 38,152
Profit and loss
Other
comprehensive
income
Effect of
exchange
rate changes



$ 257 $ - $ -

(554)
-
-

(5,603)
-
-

-
3,009
-

(10)
-
-

80,000
-
-

41,649
-
-
$ 115,739 $ 3,009 $ -
$ - $ - $ -

51,053
-
-

(702)
-
(54)
$ 50,351 $ - $ (54)
For the Year Ended December 31,2022
Dec-31

$ 3,263

10,710

11,264

23,182

788

80,000

41,649
$ 170,856
$ 32,939

52,745
2,765
$ 88,449
Jan-1

$ 2,980
12,780
16,429
22,957
1,392
18,337
$ 74,875
$ 32,939
-
5,345
$ 38,284
Profit and loss

$ 26

(1,516)

438

-

(594)

(18,337)
$ (19,983)
$ -

1,692

(1,909)
$ (217)

Other
comprehensive
income

$ -

-

-

(2,784)

-
-
$ (2,784)
$ -

-
-
$ -
Effect of
exchange rate
changes

$ -

-
-

-
-

-
$ -
$ -

-

85
$ 85
Dec-31

$ 3,006

11,264
16,867

20,173
798

-
$ 52,108
$ 32,939

1,692

3,521
$ 38,152

The above-mentioned deferred income tax liabilities were classified as other non-current liabilities.

  • 49 -

E. Unrecognized deferred tax assets:

ITEM
Items not recognized as deferred tax assets:
Loss on investments accounted for using the
equity method
Loss on financial assets evaluation
Unused operating loss carry forward
Others
Total
31-Dec-23
$ 39,092
969
588,055
8,805
$ 636,921
31-Dec-22
$ -

969
527,595
9,785
$ 538,349

F. Information of unused loss carried forward:

As of December 31, 2023, operating loss carryforward of subsidiary as follow:

ExpiryYear
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
Total
Remaining
Creditable Amount
225,547
172,275
159,319
257,010
288,492
393,517
388,622
466,157
184,481
804,857
$ 3,340,277
Tax effect
45,109
34,455
31,864
51,402
57,698
78,704
77,724
93,232
36,896
160,971
$ 668,055

G. The tax authorities have examined income tax return of Sinphar through 2021.

(25.) Other Comprehensive Income (Loss)

G. The tax authorities have examined income tax return of Sinphar
Other Comprehensive Income (Loss)
through 2021.
ITEM
Items that will not be reclassified subsequently to profit or loss:
Remeasurement of defined benefit obligation

Unrealized loss on equity instruments at fair value through other
comprehensive income
Share of other comprehensive income of associates and joint ventures
accounted for using the equity method
Unrealized loss on equity instruments at fair value through other
comprehensive income
Subtotal
Items that may be reclassified subsequently to profit or loss:
Exchange differences arising on translation of foreign operations
Share of other comprehensive income of associates and joint ventures
accounted for using the equity method
Exchange differences arising on translation of foreign operations
transferred to profit or loss
Subtotal
Other comprehensive income (loss)
For the Year Ended December 31,2023
Before tax

$ (3,736)
(1,922)
(3,011)
(8,669)
(18,213)
27
(18,186)
$ (26,855)
Income tax
expense

$ -

-
-
-

3,009

-
3,009
$ 3,009
After tax

$ (3,736)

(1,922)

(3,011)

(8,669)

(15,204)

27
(15,177)
$ (23,846)
  • 50 -

For the Year Ended December 31, 2022

ITEM
Items that will not be reclassified subsequently to profit or loss:
Remeasurement of defined benefit obligation

Unrealized loss on equity instruments at fair value through other
comprehensive income
Share of other comprehensive income of associates and joint ventures
accounted for using the equity method
Unrealized loss on equity instruments at fair value through other
comprehensive income
Subtotal
Items that may be reclassified subsequently to profit or loss:
Exchange differences arising on translation of foreign operations
Share of other comprehensive income of associates and joint ventures
accounted for using the equity method
Exchange differences arising on translation of foreign operations
transferred to profit or loss
Subtotal
Other comprehensive income (loss)
Before tax

$ 9,080
(68)
(5,272)
3,740
16,844
30
16,874
$ 20,614
Income tax
benefit

$ -

-
-

-

(2,784)

-

(2,784)
$ (2,784)
After tax

$ 9,080

(68)

(5,272)

3,740

14,060

30
14,090
$ 17,830

(26.) Earnings per Share

Earnings per Share
ITEM
Basic earnings per share:
Net income attributable to ordinary shareholders of the parent
Weighted average number of shares outstanding for the period (in
thousands)
Basic earnings per share, after tax (Unit: NT$ Per Share)
Diluted earnings per share:
Net income available to ordinary shareholders of the parent
Weighted average number of shares outstanding for the period (in
thousands)
Effect of the dilutive potential ordinary shares
Employees’ compensation (share in thousands)
Weighted average number of shares outstanding for diluted earnings per
share (share in thousand)
Diluted earnings per share, after tax (in dollars)
For the Year Ended December 31
2023
$ 375,170
167,722
$ 2.24
$ 375,170
167,722
309
168,031
$ 2.23
2022
$ 224,644

167,722
$ 1.34
$ 224,644

167,722

291

168,013
$ 1.34

If the Group offered to settle the compensation or bonuses paid to employees in shares or cash at the Group’s option, the Group assumed that the entire amount of the compensation or bonuses will be settled in shares, and the resulting potential shares are included in the weighted average number of shares outstanding used in the calculation of diluted earnings per share if the effect is dilutive. Such dilutive effect of the potential shares is included in the calculation of diluted earnings per share until the number of shares to be distributed to employees is resolved in the following year.

  • 51 -

7. TRANSACTIONS WITH RELATED PARTIES

  • (1.) Name of the parent company and the ultimate controlling party

Sinphar is the ultimate controlling party of the Group.

  • (2.) Names of related parties and relationship categories
es of related parties and relationship categories
Names of relatedparties
CANADA BIOTECH
XING-DA CAPITAL CORP.
Shu Fei Yu
Board of Directors, General Manager and Vice
General Manager
Relatedpartycategories
Other related parties
Other related parties
Other related parties
Key management personnel

(3.) Significant transactions with related parties

All transactions, account balances, incomes and expenses between Sinphar and its subsidiaries (which are related parties of Sinphar) were eliminated upon consolidation. Hence, there were not disclosed items in the note. The transactions with related parties were as follows:

A. Trademarks and royalties

Under an agreement with CANADA BIOTECH, CANADA BIOTECH, the Group owns the right to use its trademark under the condition which the Group pays 0.2%~0.8% of annual gross profit from merchandise sale as royalty each quarter, with the annual sum of payment not less than 36 thousand in Canadian currency. The Group paid the royalties amounted to NT$901 thousand and NT$890 thousand in 2023 and 2022 respectively. The payments were recognized as marketing expense.

B. Others

The Group has successively acquired nearby agricultural land for the plant planning. However, under the current regulations, the ownership of agricultural lands could not be registered under Sinphar. Therefore, the Group has appointed the other related party, Shu Fei Yu, to be the owner the land. Please refer to the property, plant and equipment session in Note 6(8) for more information.

C. Endorsements and guarantees

The Group has signed a drug sales contract with a medical institution. According to the terms of the contract, Xing-da Investment Co., Ltd., another related party, would be the guarantor of the Group.

(4.) Key management compensation

The remuneration to the Board of Directors and main management personnel were as follows:

Salaries and other short-term employee benefits For the Year Ended December 31 For the Year Ended December 31
2023
$ 39,635
2022
$ 40,545
  • 52 -

8. ASSETS PLEDGED AS COLLATERAL OR FOR SECURITY

The Group’s assets pledged as collateral are as follows:

oup’s assets pledged as collateral are as follows:
ITEM
Deposits in banks(classified within other current assets)
Property, plant and equipment, net
Right-of-use assets
Intangible assets
Total
31-Dec-23
$ 806

1,966,182

14,957

4,919
$ 1,986,864
31-Dec-22
$ 503

2,014,721

15,765
6,559
$ 2,037,548

9. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS

In addition to those disclosed in other notes, significant commitments and contingencies of the Group as of December 31, 2023 were as follows:

  • (1.) The National Health Research Institutes (NHRI) and the Group entered into an exclusive license contract to transfer a new anticancer drug developing technology to SynCore in August 2008. According to this contract, after the authorized drug approved for commercialization, the Group will pay a certain percentage of net revenue for sales royalty fee, except for the fixed amounted license fee.

  • (2.) MacuCLEAR (an American company) and the Group entered into the technology license contract to obtain the exclusive license of prescription to manufacture and market the new drug for dry age-related macular degeneration in Asia and Australia in November 2011. According to this contract, the Group will pay a certain percentage of sales profit for sales royalty fee.

  • (3.) Medigene (a Germany company) and the Group entered into the agreement for the license of phase Ⅲ clinical trial and collaboration development of the new anticancer drug “EndoTAG-1” (SB05). Based on the business developing strategy, the Group had revised the partial terms and conditions of the agreement with Medigene. The final revised agreement state that the Group obtained the complete rights of the EndoTAG technology platform (including developing the original item (SB05) and its derivative diseases, new item for diseases, new technology platform and new derivatives). The license fee was on a countryby-country basis no more than EUR 4,000 thousands and on the basis of certain percentage of net sales after the new drug (SB05) approved for commercialization.

  • (4.) Capital expenditures committed but not yet incurred are as follows

ITEMS
Property, plant and equipment
31-Dec-2023
$ 98,564
31-Dec-2022
$ 61,933

10. SIGNIFICANT LOSSES FROM DISASTERS: None.

  1. SIGNIFICANT EVENTS AFTER REPORTING PERIOD: None.

  2. OTHER INFORMATION

  3. (1) CAPITAL MANAGEMENT

The Group requires significant amount of capital to maintain its research and development expenditure. Accordingly, the Group manages its capital to ensure that it has sufficient and necessary financial resources and plans to fund its working capital needs, capital asset purchase, research and development expenditure, debt service requirement and dividend payments associated with its existing operations over the next 12 months.

  • 53 -

(2) FINANCIAL INSTRUMENTS

  • A. Financial Risk of financial instrument.

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Group 's risk management objectives are to manage the market risk (including foreign currency risk, interest risk and price risk), credit risk and liquidity risk related to its operating activities. The Group identifies measures and manages the aforementioned risks and mitigates the disadvantage impact on financial performance. The material treasury activities are reviewed by Audit Committees and/or Board of Directors in accordance with procedures required by relevant regulations or internal controls. During the implementation of such plans, Corporate Treasury function must comply with certain treasury procedures that provide guiding principles for overall financial risk management and segregation of duties.

NATURE AND EXTENT OF SIGNIFICANT FINANCIAL RISKS

  • (A)Market risk

  • a. Foreign currency risk

    • (a.) The Group is exposed to the foreign currency risk due to the transaction of sales, purchase and cash denominated in foreign currency other than the Group’s functional currency. These non-functional currencies are USD, RMB, CAD, EUR, JPY and HKD.

    • (b.) Foreign currency exposure and sensitivity analysis


Financial assets
Monetaryitems
USD:NT$
RMB:NT$ EUR:NT$ JPY:NT$ HKD:NT$ CAD:NT$ Non-monetaryitems
EUR:NT$
Financial liabilities
Monetaryitems
USD:NT$
RMB:NT$ EUR:NT$ CAD:NT$
31-Dec-23 31-Dec-23 31-Dec-23 31-Dec-23
Foreign
Currencies
(In Thousands)
$ 6,491
37,935
65
45,083
134
149
$ 355
$ 595
8,668
62
22
Exchange
Rate
30.71

4.33

33.98

0.22

3.93

23.20

33.98
30.71

4.33

33.98

23.20
Carrying
Amount
(In Thousands)
$ 199,298

164,144

2,209

9,792

526

3,452
$ 12,076
$ 18,275

37,509

2,122

519
Sensitivityanalysis
Extent of
variation
1%

1%
1%
1%
1%
1%
1%

1%

1%
1%
1%
Impact
on
Profit or loss


$ 1,993
1,641
22
98
5
35

$ -


$ 183
375
21
5
Impact
on
Equity


$ -

-

-

-

-

-

$ 121


$ -

-

-

-
  • 54 -

31-Dec-22

Financial assets
Monetaryitems
USD:NT$
RMB:NT$ EUR:NT$ JPY:NT$ HKD:NT$ CAD:NT$ Non-monetaryitems
EUR:NT$
Financial liabilities
Monetaryitems
USD:NT$
RMB:NT$ EUR:NT$ JPY:NT$ CAD:NT$
Foreign
Currencies
(In Thousands)
$ 7,505
54,570
65
65,151
133
134
$ 461
$ 3,396
10,624
548
7,600
58
Exchange
Rate
30.71

4.41

32.72

0.23

3.94

22.67

32.72
30.71

4.41

32.72

0.23

22.67
Carrying
Amount
(In Thousands)
$ 230,489

240,544

2,134

15,141

525

3,032
$ 15,087
$ 104,288

46,832

17,938

1,766

1,323
Sensitivityanalysis Sensitivityanalysis Sensitivityanalysis
Extent of
variation
1%

1%
1%
1%
1%
1%
1%

1%

1%
1%
1%
1%
Impact
on
Profit or loss
$ 2,305
2,405
21
151
5
30
$ -
$ 1,043
468
179
18
13
Impact
on
Equity
$ -

-

-

-

-

-
$ 151
$ -

-

-

-

-

If New Taiwan dollar strengthened against the relevant currency and all other variables were held constant, there would be an equal and opposite impact on profit or loss and other equity as of December 31, 2023, and December 31, 2022.

(c.) Since there were varieties of foreign currencies within the Group, the Group disclosed the summarized foreign exchange gains (losses) information of monetary items. The realized and unrealized foreign exchange gains were NT$ 3,787 thousand and NT$ 21,311 thousand for the year ended December 31, 2023 and 2022, respectively.

The Group believes the unrealized exchange gain (loss) of fluctuation risk on foreign currency monetary item is insignificant.

b. Price risk

The Group is exposed to price risk primarily related to its investment in instruments classified as financial assets at FVTPL and financial assets at FVTOCI.

The Group primarily invested in the foreign publicly traded and unlisted stocks and the domestic beneficiary certificates. The instruments prices are affected by the uncertainties of the investment targets’ future value.

Assuming a hypothetical increase/decrease of 1% in prices of the equity instruments at the end of the reporting period, the other comprehensive income for the years ended December 31, 2023 and 2022 would have increased/decreased by NT$ 222 thousand and NT$ 247 thousand, respectively, as they were classified as financial assets at FVTOCI. Assuming a hypothetical increase/decrease of 1% in prices of the domestic beneficiary certificates, the net loss for the years ended December 31, 2023 and 2022 would have increased/decreased by NT$ 67 thousand, respectively, as they were classified as financial assets at FVTPL.

  • 55 -

c. Interest rate risk

The carrying amounts of the Group’s financial assets and financial liabilities exposed to interest rate risk were as follows:

interest rate risk were as follows:
Item
Fair value interest rate risk
Financial assets

Financial liabilities
Net

Cash flow interest rate risk
Financial assets

Financial liabilities
Net
Carrying Amount
31-Dec-23 31-Dec-22
$ 360,600
-
$ 405,391

(317)
$ 360,600 $ 405,074
$ 708,020
(1,944,858)
$ 826,370
(1,912,959)
$ (1,236,838) $ (1,086,589)
  • (a.) Sensitivity analysis: Fair value interest rate risk

The Group did not designate any fixed interest rate financial instruments as fair value through profit or loss and derivatives instruments (interest rate swaps) to hedge its exposures to changes in fair values. As such, changes in interest rate would not affect the net income and the other comprehensive income at the end of the reporting period.

  • (b.) Sensitivity analysis: Cash flow interest rate risk

The Group’s financial instruments at floating interest rate were assets (liabilities) at floating interest rate. Therefore, changes in interest rate would affect the future cash flows. Assuming a hypothetical increase/decrease 1% in interest rates, the net income for the years ended December 31, 2023 and 2022 would increase/decrease by NT$ 12,368 thousand and NT$ 10,866 thousand, respectively.

(B) Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial losses to the Group. The Group is exposed to credit risk from operating activities, primarily from account receivables, and from investing activities, primarily from bank deposits, fixed-income investments and other financial instruments. The Group managed the credit risk separately for business related and financial related risk.

a. Business related credit risk:

To maintain the quality of account receivable, the Group has established related credit risk management procedure. The risk assessment of individual customer includes evaluating financial position, internal evaluation, historical trading records and economic circumstance which could affect the payment ability of the customer. The Group may choose to strengthen overall risk management including collection in advance or credit insurance to mitigate the credit risk of certain customers.

b. Financial credit risk:

The financial department of the Group regularly monitors and reviews the credit risk of bank deposit and other financial instruments. The Group mitigates its exposure by selecting counterparties (banks, financial institutions, company organizations and government authorities) with well credit and investment-grade credit ratings. The credit risk is insignificant. The Group has no debt instrument classified as financial assets measured at amortized cost and financial assets at FVTOCI.

  • 56 -

  • (a.) Concentration of credit risk

As of December 31, 2023, and December 31, 2022, accounts receivable from the top 10 customers represent 22.37%, and 24.87% of total accounts receivables of the Group, respectively. The Group believes the concentration risk is insignificant for the remaining accounts receivable.

  • (b.) Expected credit impairment losses measurement

    • ◎Accounts receivable: Simplified approach, please refer to Note 6(3.) and (4).

    • ◎Judgment on whether credit risk increasing significantly:None.

  • (C) Liquidity risk

  • a. Liquidity risk management

The Group’s objective of managing liquidity risk is to maintain sufficient cash and cash equivalents required for operations, high liquidity securities, and bank financing lines for operations, and to ensure that the Group has sufficient financial flexibility.

b. Maturity analysis of financial liabilities

Non-derivative
financial liabilities
Short-term loans
Notes payable
Accounts Payable
Other payable
Long-term
borrowing,
including current
portion
Total
31-Dec-23

Less than
6 Months

$ 191,000
162
291,208
150,402
25,358
$ 658,130
612 Months
$ 209,000

-

-

31,628

25,358
$ 265,986

12 Years

$ -

-

-

-
1,410,716
$ 1,410,716
25 Years
$ -

-

-

-

83,220
$ 83,220

Over
5 Years
$ -

-

-

-

206
$ 206
Contractual
Cash flows
$ 400,000

162

291,208

182,030
1,544,858
$ 2,418,258
Carrying
Amount
$ 400,000

162

291,208

182,030

1,544,858
$ 2,418,258
31-Dec-22
Carrying
Amount
$ 447,000

558

323,182

283,286

1,465,959

The Group doesn’t expect the timing of occurrence of the cash flows estimated through the maturity date analysis will be significantly earlier, nor expect the actual cash flow amount will be significantly different.

  • 57 -

B. Categories of financial instruments

The following is the carrying amounts of the financial assets and financial liabilities of the Group at December 31, 2023 and December 31, 2022.

cember 31, 2023 and December 31, 2022.
Financial assets
Financial assets measured at amortized
cost
Cash and cash equivalents
Net, notes and accounts receivable
Refundable deposits
Financial assets at FVTPL – current
Financial assets at FVTPL – non-current
Financial assets at FVTOCI -non-
current
Financial liabilities
Financial liabilities at amortized cost
Short-term loans
Net, notes and accounts payable
Other payable
Long-term loans (Including the current
portion)
31-Dec-23
$ 1,074,489
643,465
26,324
6,660

-
22,212
400,000
291,370
182,030
1,544,858
31-Dec-22
$ 1,237,556
685,189
19,400

6,660

-
24,695

447,000

323,740

283,286

1,465,959
  • (3.) Fair value information

  • A. For the fair value of financial instruments that are not measured at fair value, please refer to the Note 12 (3.)B.

Fair value hierarchy definition

Level 1

Fair value measurements of the Level 1 are those derived from quoted prices in active markets for identical financial instruments. An active market is a market in which transactions for identical instrument take place with sufficient frequency and volume to provide public pricing information on an ongoing basis. The foreign publicly traded stocks and the domestic beneficiary certificates invested by the Group were classified as this hierarchy.

Level 2

Fair value measurements are those derived from inputs other than quoted prices included within Level 1 that observable for the instrument, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3

Fair value measurements are those derived from valuation techniques that include inputs for instrument that are not based on observable market data. The Group invested in equity investments without active market included within level 3.

  • B. Financial instruments that are not measured at fair value

The Group considers the carrying amounts of financial instruments that are not measured at fair value, such as cash and cash equivalents, notes and accounts receivables, other financial assets, refundable deposits, notes and accounts payable, approximate their fair values.

  • 58 -

C. Fair value hierarchy information

The Group’s financial instruments measured at fair value were under a recurring basis.

The following table presents the Group’s financial instruments measured at fair value on a recurring basis:

basis:
Items
Asset:
Fair value on a recurringbasis
Financial assets measured at FVTPL
Beneficiary certificates
Foreign unlisted publicly
traded preference share
Financial assets at FVTOCI
Domestic unlisted ordinary shares
Foreign publicly traded stocks
Foreign unlisted publicly
traded preference share
Total
Items
Asset:
Fairvalue on a recurringbasis
Financial assets measured at FVTPL
Beneficiary certificates
Foreign unlisted publicly
traded preference share
Financial assets at FVTOCI
Domestic unlisted ordinary shares
Foreign publicly traded stocks
Foreign unlisted publicly
traded preference share
Total
31-Dec-23 Total
$ 6,660
-
10,136
12,076
-
$ 28,872
Total
$ 6,660
-
9,608
15,087
-
$ 31,355
Level 1
$ 6,660
-
-
12,076
-
$ 18,736
Level 2
Level3
$ -
$ -
-
-
-
10,136
-
-
-
-
$ -
$ 10,136
31-Dec-22
Level 1
$ 6,660
-
-
15,087
-
$ 21,747
Level 2
$ -
-
-
-
-
$ -
Level3
$ -
-
9,608
-
-
$ 9,608
  • D. Valuation techniques and assumptions used in fair value measurement

(A.) If there is an active market for the financial instruments, the fair value of the financial instruments is measured by using the quoted market prices. The quoted market prices announced by the main market place and the prices of government bonds classified as popular securities announced by Taipei Exchange (TPEx) are deemed as fair value foundation of publicly traded equity instruments and debt instruments with an active market.

If there are timely and frequent quoted prices from the exchange market, the broker, the dealer, industry association, price service organization, or the administrative, and the prices represent actual, frequent, and fair trades, the financial instruments are deemed as with an active market. Otherwise, the market is deemed as not active. In general, huge price gap, price gap apparently expanding, and small trading volume were indicators of a not active market.

  • 59 -

The financial instruments held by the Group with active market quoted prices as their fair value are listed below by characteristics:

  • a. Publicly traded stock: Closing price

  • b. Beneficiary certificates: Net value

  • (B.) Except for the aforementioned financial instruments with active market, the fair value of other financial instruments is measured by valuation technique or quotation of counterparties. The fair value from valuation technique could refer to the fair value of other financial instruments with similar substantial conditions and characteristics, discounted cash flow method and other valuation technique including model with observable market information on balance sheet date (e.g. yield curve of TPEx, quoted interest rate of Reuters commercial Note).

The fair values of non-listed equity investments were Level 3 fair value assets, and determined using the market approach by reference the peer companies valuation, third party quotation, net value and operation status. The significant unobservable input used was discount for lack of marketability. A movement in discount for the lack of marketability would not result in significant changes in the fair values.

  • (C.) The Group considered the credit risk evaluation adjustment for financial instruments and nonfinancial instruments to reflect the credit risk of the counterparty and the credit quality of the Group.

  • (D.) Valuation techniques used in Level 3 fair value Measurement:

The evaluation procedure of the financial instruments belong to Level 3 is verified by the financial department of the Group through verifying the independent source inputs to make sure the evaluation results closing to the market status. To make sure the reasonability of the evaluation results, the financial department verify the independence and reliability of source data, test and renew the input data, model and other necessary inputs.

  • (E.) There were no transfers between different fair value hierarchy for the years ended December 31, 2023 and 2022, respectively.

13. SEPARATELY DISCLOSED ITEMS

  • (1.) Information about significant transactions:

  • A. Financing provided to others: None;

  • B. Endorsements/guarantees provided: Table 1 attached;

  • C. Marketable securities held (excluding investment in subsidiaries, associates and joint ventures): Please see Table 2 attached;

  • D. Marketable securities acquired and disposed at costs or prices at least NT$300 million or 20% of the paid-in capital: None;

  • E. Acquisition of individual real estate properties at costs of at least NT $300 million or 20% of the paid-in capital: None;

  • F. Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital: None;

  • G. Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital: None;

  • H. Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital: None;

  • I. Trading in derivative instruments: None;

  • 60 -

  • J. The business relationship between the parent and the subsidiaries and significant transactions between them: Please see Table 3 attached;

  • (2.) Related Information of investees: Please see Table 4 attached;

  • (3.) Information on investments in Mainland China:

  • A. The name of the investee in mainland China, the main businesses and products, its issued capital, method of investment, information on inflow or outflow of capital, percentage of ownership, income (losses) of the investee, share of profits/losses of investee, ending balance, amount received as dividends from the investee, and the limitation on investee: See Table 5 attached.

  • B. Significant direct or indirect transactions with the investee, its prices and terms of payment, unrealized gain or loss, and other related information which is helpful to understand the impact of investment in mainland China on financial reports: See Table 3 attached.

  • (4.) Information of major shareholder (list of all shareholders with ownership 5% or greater showing the names and the number of shares and percentage of ownership held by each shareholder): Please see Table 6 attached.

14. SEGMENT INFORMATION

  • (1.) For the purpose of management, the chief operating decision-maker, the operation is separated based on business unit and have three reportable segments: Pharmaceuticals, Healthy food, and others. In addition, the Group does not put the asset and liability items into consideration when making an operation decision. Thus, there is no need to disclose the related asset and liability information of the reportable segments.

  • (2.) Segment revenue and result

Net revenue from external customers

egment revenue and result Net revenue from external customers
Pharmaceutical

Healthy food
Others

Total

Pharmaceutical

Healthy food
Others

Total

econciliations of the segments’ income
Income from reportable segments
Loss from other segments
Non-operating incomes and expenses
Income before tax from continuing operation
2023
$ 1,903,980
948,382

110,572
$ 2,962,934
Segment
2022
$ 1,896,475
860,087
100,089
$ 2,856,651
operating
2023
$ 355,986
254,780

33,702
$ 644,468
2023
$ 644,468
(358,412)

19,652
$ 305,708
2022
$ 464,781
195,750
22,497
$ 683,028
2022
$ 683,028

(485,693)

47,711
$ 245,046
  • (3.) Reconciliations of the segments’ income

  • 61 -

(4.) Geographical information

Geographical information
Areas
Sales from external customers:
Taiwan

Mainland China
Vietnam
Indonesia
America
Others
Total
For the Year Ended December31
2023
$ 2,553,612
211,340
54,417
52,692
-
90,873
$ 2,962,934
2022
$ 2,344,951

208,056

39,868

44,303

114,723
104,750
$ 2,856,651
  • (5.) Major Customer Information:

For the year ended December 31, 2023 and 2022, the Group does not have customers representing over 10% of net revenue. Therefore, no major customer information was disclosed.

  • 62 -

Sinphar Pharmaceutical Co., Ltd. and Subsidiaries

TABLE 1

Endorsements/Guarantees provided

For the Year Ended December 31, 2023

(Amounts in thousands of New Taiwan Dollars, Unless Specified Otherwise)

Guaranteed Party Guaranteed Party Limits on
Endorsement/ Amount of Ratio of Maximum 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
Accumulated
Endorsement/
Guarantee to Net
Equity per
Latest Financial
Statements
Endorsement/
Guarantee
Amount
Allowable
(Note 4)
Guarantee
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 own s 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 comp any. 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.

  • 63 -

Sinphar Pharmaceutical Co., Ltd. and Subsidiaries TABLE 2 Marketable Securities Held (Excluding Subsidiaries, Associate and Joint Venture)

As of December 31, 2023

(Amounts in thousands of New Taiwan Dollars, Unless Specified Otherwise)

Held Company Name Marketable Securities
Type and Name
Relationship
with Sinphar


Financial Statement Account
December 31,2023 December 31,2023 December 31,2023 December 31,2023 Note
Shares/Units Carrying
Value
Percentage
of
Ownership
Fair Value
Sinphar Pharmaceutical Co., Ltd. PHYTOCEUTICA
INC.(preferred share)
Investee Financial assets at fair value
throughprofit or loss(Non-Current)
90,362.00 $ -
-
$ -
-
Sinphar Pharmaceutical Co., Ltd. Datun Entertainment
Development Co.,Ltd.
Financial assets at fair value
through other comprehensive income(Non-Current)
5.00
10,136

0.42%

10,136

-
SynCore Biotechnology Co., Ltd. Fuh Hwa Money Market Financial assets at fair value
throughprofit or loss(Current)
252,743.00
3,617

-

3,738

-
SynCore Biotechnology Co., Ltd. Fuh Hwa You Li Money Market Financial assets at fair value
throughprofit or loss(Current)
152,110.90
2,031

-

2,101

-
SynCore Biotechnology Co., Ltd. JPMorganTaiwanGlbl Fd
of Bd Fds Inc
Financial assets at fair value
throughprofit or loss(Current)
90,062.20
1,012

-

1,041

-
SynCore Biotechnology Co., Ltd. MacuCLEAR, INC.
(Preferred Share)
Financial assets at fair value
through other comprehensive income(Non-Current)
95,160.00
-

0.95%

-

-
SynCore Biotechnology Co., Ltd. Medigene
(Common Share)
Financial assets at fair value
through other comprehensive income(Non-Current)
224,934.00
12,076

0.92%

12,076

-
  • 64 -

Sinphar Pharmaceutical Co., Ltd. and Subsidiaries TABLE 3

INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT INTERCOMPANY TRANSACTIONS

FOR THE YEAR ENDED DECEMBER 31, 2023

(Amounts in Thousands of New Taiwan Dollars)

No.
(Note1)
CompanyName Counter-party Nature of
Relationships
(Note 2)
Transaction Details Transaction Details Transaction Details Transaction Details
Financial Statements
Item
Amount Transaction Terms Percentage of
consolidated revenue or
assets%
0 Sinphar Pharmaceutical Co.,Ltd. Sinphar Tian-Li Pharmaceutical Co.,Ltd.(Hangzhou) 1,2 Purchase $ 31,547
Note 4
-
0 Sinphar Pharmaceutical Co.,Ltd. Sinphar Tian-Li Pharmaceutical Co.,Ltd.(Hangzhou) 1,2 Accounts Payable 19,972
Note 4
-
0 Sinphar Pharmaceutical Co.,Ltd. ZuniMed Biotech Co.,Ltd. 1,2 Purchases 55,097
Note 4
2%
0 Sinphar Pharmaceutical Co.,Ltd. ZuniMed Biotech Co.,Ltd. 1,2 Accounts Payable 7,063
Note 4
-
0 Sinphar Pharmaceutical Co.,Ltd. SynCore BiotechnologyCo.,Ltd. 1,2 Sales Revenue 4,744
Note 4
-
0 Sinphar Pharmaceutical Co.,Ltd. SynCore BiotechnologyCo.,Ltd. 1,2 Rental Income 10,689 Note 5 -
0 Sinphar Pharmaceutical Co.,Ltd. SynCore BiotechnologyCo.,Ltd. 1,2 Other Income 11,624
-
0 Sinphar Pharmaceutical Co.,Ltd. SynCore BiotechnologyCo.,Ltd. 1,2 Deferred Income 890
-
0 Sinphar Pharmaceutical Co.,Ltd. CANCAP PHARMACEUTICAL LTD. 1,2 Professional Service Fee 8,548
-
1 Sinphar
Tian-Li
Pharmaceutical
Co.,
Ltd.(Hangzhou)

Hetian Tianli shasheng Pharmaceutical Development
Co.,Ltd.
3 Purchases 41,763
Note 4
1%
1 Sinphar
Tian-Li
Pharmaceutical
Co.,
Ltd.(Hangzhou)

Hetian Tianli shasheng Pharmaceutical Development
Co.,Ltd.
3 Accounts Payable 31,714
Note 6
1%

Note 1 Sinphar and its subsidiaries are coded as follows:

  1. Sinphar is coded “0”.

  2. The subsidiaries are coded consecutively beginning from ”1” in the order presented in the table above.

Note 2 The relationship with the trader has the following three types:

  1. Parent company to a subsidiary.

  2. Subsidiary to the parent company .

  3. Subsidiary to subsidiary.

  4. Note 3: For the calculation of the ratio of the transaction amount to consolidated revenue or assets, if it is an asset-liability item, it is calculated by the balance at the end of the period in the consolidated assets; if it is a profit and loss item, it is calculated by the cumulative amount in the period as a share of the consolidated revenue.

  5. Note 4 : There is no significant difference of receive (payment) terms and price based on the actual transaction terms from general customers,the receive(payment) term is 30 to 365 days

  6. Note 5: The rent is determined by the general rental market price in the nearby areas and the mutual agreements from both parties. The rental income is received monthly according to the contract term.

  7. Note 6: The selling price is determined by mutual agreement and general market price. Prepayment shall be made in advance according to the pre-ordered quantity during the credit period. A new selling price for the exceeded quantity will be negotiated if the actual quantity exceeds the scheduled quantity.

  8. 65 -

Sinphar Pharmaceutical Co., Ltd. and Subsidiaries TABLE 4

Name, Location, and Related Information of Investees Over Which Sinphar Exercise Significant Influence (Excluding Information On Investment In Mainland China) as of December 31, 2023

(Amounts in Thousands of New Taiwan Dollars, Unless Specified Otherwise)

Original Investment Amount Original Investment Amount Balance as of December 31, 2023 Balance as of December 31, 2023 Balance as of December 31, 2023 Net Income
Investor
Company
Investee Company Location Main Businesses and
Products
December December Shares Percentage of Carrying
(Losses) of the
Share of Profits /
Losses of Investee
Notes
31, 2023 31, 2022 Ownership Value Investee
Sinphar
Pharmaceutical
Co., Ltd.
CANCAP
PHARMACEUTICAL
LTD.(Ordinary shares)
Canada Production and sale
of healthy food
$ 44,605 $ 44,605 2,140,000 88.43% $ - $ 1,139 $ 1,139 Subsidiary
Sinphar
Pharmaceutical
Co., Ltd.
CANCAP
PHARMACEUTICAL
LTD.(Preference shares)
Canada Production and sale
of healthy food
126,247 126,247 51,500 100.00% 2,394
1,139

-
Subsidiary
Sinphar
Pharmaceutical
Co.,Ltd.
SUNETIC BIOTECH
INC.
Mauritius Investment business 745,748 745,748 18,854,534 83.47% 815,584 9,648 (13,146) Subsidiary
Sinphar
Pharmaceutical
Co.,Ltd.
UNIVERSAL NEXT
TECHNOLOGIES INC.
British
Virgin
Islands
Investment business 17,467 17,467 503,845 100.00% 27 (12)
(12)
Subsidiary
Sinphar
Pharmaceutical
Co.,Ltd.
ZuniMed Biotech Co.,
Ltd.
Taiwan Production and sale
of medical
appliances
109,990 109,990 10,300,000 100.00% 91,199 (1,139)
(461)
Subsidiary
Sinphar
Pharmaceutical
Co.,Ltd.
SynCore Biotechnology
Co., Ltd.
Taiwan Biotechnology
service
1,864,935 1,745,698 22,597,472 64.26% 229,301 (38,172)
(22,709)
Subsidiary
SynCore
Biotechnology
Co., Ltd.
SynCore Biotechnology
Europe GmbH
Germany New drugs
development and
biotechnology
service
834 834 25,000 100.00% 737 18 18 Subsidiary

Note1:The shares of profits/losses of investee were calculated based on the financial statements audited by the CPAs. The effect of realized (unrealized) gains and losses have already been considered.

Note2:SynCore Biotechnology Co., Ltd. reduced capital in May, 2023, and the shares held by the Company decreased from 71,456,000 shares to 19,090,513 shares.

Note3:SynCore Biotechnology Co., Ltd. increase capital in October, 2023, and the shares held by the Company increased from 19,090,513 shares to 22,597,472 shares.

  • 66 -

Sinphar Pharmaceutical Co., Ltd. and Subsidiaries TABLE 5

INFORMATION ON INVESTMENT IN MAINLAND CHINA

FOR THE YEAR ENDED DECEMBER 31, 2023

(Amounts in Thousands of New Taiwan Dollars, Unless Specified Otherwise)

Investee Company Main Businesses
and
Products
Total Amount of
Paid-in Capital
(RMB in
Thousands)
Total Amount of
Paid-in Capital
(RMB in
Thousands)
Method of
Investment
Accumulated
Outflow of
Investment from
Taiwan as of
January 1, 2023
Accumulated
Outflow of
Investment from
Taiwan as of
January 1, 2023
Investment
Flows
Investment
Flows
Accumulated
Outflow of
Investment from
Taiwan as of
December 31,2023
Accumulated
Outflow of
Investment from
Taiwan as of
December 31,2023
Net Income
(Losses) of
Investee
Company
Percentage of
Ownership
Shares of
Profits/Losses
(note 1)
Carrying
Amount
as of
December 31,
2023
Accumulated
Inward
Remittance of
Earnings as of
December
31,2023
Outflow Inflow
Sinphar Tian-Li
Pharmaceutical Co.,
Ltd.(Hangzhou)
Production and
sales of raw
materials,
pharmaceuticals
RMB 193,005 Indirect investment in mainland
China by SUNETIC BIOTECH
INC., an 83.47% owned
subsidiary of Sinphar
$ 645,635
(USD 19,786
thousand)
-
-

$ 645,635
(USD 19,786
thousand)
$ 18,987 83.47% $ (5,350) $ 840,728 $ 179,317
Hetian Tianli
shasheng
Pharmaceutical
Development Co.,
Ltd.
Scientific research
and production and
sales of shasheng
Pharmaceutical
RMB 10,000 Indirect investment in mainland
China by Sinphar Tian-Li
Pharmaceutical Co.,
Ltd.(Hangzhou), a sub-subsidiary
company of which Sinphar holds
83.47% of the total shares
-
-

-

-

(7,326)
75.96%
(2,673)
83,388
-
Hangzhou Vitrum
Healthy Food Co.,
Ltd.
Sale of healthy
food
RMB 30,000 Indirect investment in mainland
China by Sinphar Tian-Li
Pharmaceutical Co.,
Ltd.(Hangzhou) a sub-subsidiary
company of which Sinphar holds
83.47% of the total shares.
-
-

-

-

(306)
83.47%
(255)
1,526
-
Accumulated Investment in Mainland
China
as of December 31, 2023
(US$in Thousands)
Investment Amounts Authorized by
Investment Commission, MOEA
(US$ in Thousands)
Upper Limit on Investment
(Note 3)
652,200
(USD 19,986(Note 2))
777,487
(USD 25,321)
1,859,002

Note 1 The shares profits/losses of investee were calculated based on the financial statements audited by the R.O.C. CPAs of the parent company.

Note 2 The amount included the indirect investment of UNIVERSAL NEXT TECHOLOGY INC to Qinghai Mingxing Bio-Engineering Co., amounting to USD$ 200 thousand, which has already been cancelled by the Investment Board. Note 3 According to the regulations of the Investment Commission of the Ministry of Economic Affairs, the upper limit of the cumulative amount of its investment in the mainland is 60% of the net value.

  • 67 -

Sinphar Pharmaceutical Co., Ltd. and Subsidiaries

TABLE 6

Information of major shareholders

December 31, 2023

Shareholders Shares Shares
Total shares owned (In thousands) Ownership Percentage
XING-DA CAPITAL CORP. 15,679 9.34%

Note: The main shareholder information in this table is calculated by Taiwan Depository & Clearing Corporation, using total number of ordinary shares and preferred shares held by the shareholders who have completed Sinphar’s dematerialized securities registration and delivery (including treasury shares) is more than 5% on the last business day at the end of each quarter. As for the difference between capital stock recorded in Sinphar's financial report and the number of shares which Sinphar actually have completed the dematerialized securities registration and delivery, may result from computation basis.

  • 68 -