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SINPHAR Annual Report 2024

Jul 4, 2025

51911_rns_2025-07-04_a3e20666-ca3e-4aef-bfca-697cddd50087.pdf

Annual Report

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Ⅰ. Spokesperson and Deputy Spokesperson

Spokesperson

Deputy Spokesperson

Name: Chih Hsiao Chen Name: Wan Ping Lee Title: Chief Financial Officer Title: Manager, Chairman Office Tel: +886-2-2760-3688 Tel: +886-2-2760-3688 Email: [email protected] Email: [email protected]

Ⅱ. Headquarters, Branch Offices and Factory

Headquarters and Factory

Address: No. 84, Zhongshan Rd., Zhongshan Village, Dongshan Township,

Yilan County 269, Taiwan (R.O.C.)

Tel: +886-3-958-1101 Fax: +886-3-958-3040

Taipei Branch Office

Address: 5F., No. 69, Dongxing Rd., Xinyi Dist., Taipei City 110, Taiwan (R.O.C.) Tel: +886-2-2760-3688

Fax: +886-2-2760-9918

Ⅲ. Stock Transfer Agency

Company: SinoPac Securities Address: 3F., No. 17, Bo'ai Rd., Zhongzheng Dist., Taipei City 100, Taiwan (R.O.C.) Tel: +886-2-2381-6288

Website: http://www.sinotrade.com.tw

Ⅳ. Contact Information of the Certified Public Accountants for the Latest Financial Report

Name of Accountants: Ya Quan Zhang and Po Ju Chou

Firm: Crowe (TW) CPAs

Address: 8F., No. 122, Dunhua N. Rd., Songshan Dist., Taipei City 105, Taiwan (R.O.C.) Tel: +886-2-8770-5181

Website: http://www.crowe.com/tw

Ⅴ. Overseas Securities Exchange and the Inquiry Methods for Listed Negotiable Securities

Not applicable.

Ⅵ. Company Website

http://www.sinphar.com.tw

Table of Contents

Page Ⅰ. Letter to Shareholders ................................................................................................................. 1 1.1 2024 Business Report .............................................................................................................. 2 1.2 Business Plan for 2025 ............................................................................................................ 5 1.3 The Impact on Company’s Future Development Strategies Due to Competition, Regulatory Restrictions and Market Changes ............................................................................................ 8 Ⅱ. Corporate Governance Report ................................................................................................. 9 2.1 Directors, Supervisors and Management Team Information .................................................. 9 2.2 Remuneration Paid to Directors (Including Independent Directors), Supervisors, and Management Team in the Most Recent Year .......................................................................... 30 2.3 Implementation of Corporate Governance ............................................................................. 36 2.4 Information on CPA Fees ....................................................................................................... 79 2.5 Replacement of CPA .............................................................................................................. 79 2.6 The Company’s chairman, general manager, or any managerial officer in charge of finance or accounting matters has in the most recent year held a position at the accounting firm of its CPA or an affiliated enterprise ........................................................................................... 79 2.7 Transfer and pledge of stock equity by directors, supervisors, managerial officers and holders of 10% or more of company shares ........................................................................... 80 2.8 Information on Relationships among the Top Ten Shareholders ........................................... 82 2.9 Ownership of Shares in Affiliated Enterprises ....................................................................... 83 Ⅲ. Company Shares and Fundraising .......................................................................................... 84 3.1 Capital and Shares ................................................................................................................ 84 3.2 Corporate Bonds ................................................................................................................... 90 3.3 Preferred Shares .................................................................................................................... 90 3.4 Global Depository Receipts .................................................................................................. 90 3.5 Employee Stock Options ...................................................................................................... 90 3.6 New Restricted Employee Shares ......................................................................................... 90 3.7 Status of New Shares Issuance in Connection with Mergers and Acquisitions .................... 90 3.8 Financing Plans and Implementation .................................................................................... 90

Ⅳ. Operational Highlights ............................................................................................................. 91 4.1 Business Activities ................................................................................................................ 91 4.2 Market and Sales Overview .................................................................................................. 106 4.3 Employees’ status from the two most recent fiscal year up to the printing date of this annual report ......................................................................................................................... 114 4.4 Environmental Protection Expenditure ................................................................................. 114 4.5 Labor Relations ..................................................................................................................... 115 4.6 Information Security Management ....................................................................................... 118 4.7 Important Contract ................................................................................................................ 121 Ⅴ. Review of Financial Status, Performance, and Risk Related Issues...................................... 123 5.1 Analysis of Financial Status ................................................................................................... 123 5.2 Financial Performance............................................................................................................ 125 5.3 Cash Flow ............................................................................................................................... 127 5.4 Major Capital Expenditure Items ........................................................................................... 127 5.5 Cause of the Profit/Loss for Investment in Recent Year and Investment Plans for the Coming Year ........................................................................................................................... 128 5.6 Analysis of Risk Management ............................................................................................... 129 5.7 Other Important Matters ......................................................................................................... 131 Ⅵ. Special Notes ............................................................................................................................. 132 6.1 Summary of Affiliated Company .......................................................................................... 132 6.2 Private Securities in the Most Recent Year and before the Printing Date ............................ 132 6.3 Other Supplementary Information ........................................................................................ 132 Ⅶ. The Matters Impacting Shareholder Equity or Securities Price in Accordance with Subparagraph 2, Paragraph 3, Article 36 in the Securities and Exchange Act in the Most Recent Year and Before the Printing Date .................................................................. 132

Ⅰ. Letter to Shareholders

Dear Shareholders,

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

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

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

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

Looking ahead, Sinphar will continue to uphold the philosophy of “Life, Health, and Technology” as our guiding principle. We will strengthen vertical integration, broaden strategic alliances, and deepen collaboration with stakeholders to maximize

  • 1 -

synergies and collective impact. We are committed to contributing to the

advancement of Taiwan’s pharmaceutical industry and delivering on the expectations of our shareholders.

Thank you for your continued trust and support. Best wishes.

Sinphar Pharmaceutical Co., Ltd.

Chih Wen Lee, Chairman

1.1 2024 Business Report

1.1.1 2024 Operational Performance

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

1.1.2 Budget Implementation

This is not applicable because financial forecasting was not disclosed.

1.1.3 Financial and Profitability Analysis

Unit: NT$ thousand

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

1.1.4 Research and Development

A. Research and Development Expenses in Recent Two Years

Unit: NT$ thousand

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

B. Main Research and Development Activities in 2024

  • (A) Food: 8 products

  • (B) Cosmetics: 1 product

  • (C) Drugs: 1 product

(D) Product Improvement: 57 products

(E) 5 Technical Projects

C. Research and Development Progress

Item
Category		 Indication/
Code R&D Progress/ Current Situation
Application
1 Botanical
new drugs/
Natural
botanical
materials
Dementia/
Approved for phase II clinical trial by TFDA and U.S. FDA.
Brain Health/
ST01 Preparing for clinical trial.
Vitality/
Acquired the health food certification for anti-aging.
Health food
2 Botanical
new drugs
Drugs for
Approved for phase II clinical trial by TFDA and U.S. FDA.
ST02 chronic stable
Follow-up development is in progress
angina
3 Botanical
new drugs/
Natural
botanical
materials
Completed Druggability Research Part I and Part II in
Cancer adjuvant
progress.
SF01 treatment agent/
Acquired the health food certification of assisting in
Health food
modulating allergy constitution and immune modulation.
4 Natural
botanical
materials
Completed clinical efficacy trial proving the product has the
GF159 Brain Health function of improving memories, learning abilities, and
sleep quality.
  • 3 -
Item
Category		 Indication/
Code R&D Progress/ Current Situation
Application
5 New small
molecular
drugs
Received project funding from MOEA.
Completed phase I clinical trial in Taiwan.
Approved for phase II clinical trial by U.S. FDA.
SB01 Head and neck Approved for and completed phase II clinical trial by
cancers TFDA.
The efficacy of drug and dose adjustment is under
discussion.
6 New small
molecular
drugs
Cancer Formulation development before clinical trial.
SB02
treatment Deprescribing is under discussion.
7 Botanical
new drugs
SB03 Genital wart Acquired TFDA drug license to sell drug products in
VEREGEN® (condyloma) specialized channels (hospitals, clinics, and pharmacies).
8 Eye drops
Successful international cooperation with South Korean
Dry age-related
AJU Pharm in granting authorization right to the Company.
SB04 macular
Approved for phase II/III clinical trial by TFDA.
degeneration
Dose adjustment is under discussion
9 Positively
charged
liposome
Approved for the phase III clinical trial by FAMHP and
TGA.
SB05 Triple-negative
Approved for the phase III clinical trial by TFDA,
TNBC breast cancer
feasibility study is under discussion.
Received project funding from MOEA.
Approved for phase III clinical trial in the U.S., Taiwan,
France, Hungary, South Korea, Russia, and Israel.
Received the grant of A+ Industrial Innovation R&D
Pancreatic Program by MOEA.
SB05PC
cancer Completed final analysis of phase III clinical trial.
Project is under discussion.
Approved for phase III clinical trial by NMPA.
  • 4 -

1.2 Business Plan for 2025

Management Guideline and Marketing Strategies

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

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

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

Operation and Marketing Strategies in 2024

A. New Drugs Research and Development

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

  • (B) Development and agency of global cancers generic drugs, agency of global new drugs for cancers, development of API for cancers and development of new dosage forms and new drugs.

B. Natural Botanical Materials

  • (A) Based on long-term R&D and scientific data from the group, Sinphar combines and develops natural botanical materials that strengthen brain health, heart health and immune system to create a niche.

  • (B) Develop or introduce unique health supplement/functional food, focus on preventive medicine, accelerate product innovation, and improve various diseases caused by aging population and stress.

  • (C) Develop monopolistic API, in addition to self-use, Sinphar actively expands the supply markets.

  • (D) Independent research and development of natural materials with patent protected raw materials, control the source of raw materials, in order to develop market-differentiated health supplements.

  • (E) Develop unique skincare ingredients to actively expand cosmeceutical market.

  • 5 -

C. Drugs

  • (A) Develop preventive and niche products for all ages.

  • (B) Focus on niche generic drug products. Through drug repurposing, develop new indication. The group can shorten development schedule and reduce costs for better NHI price.

  • (C) Diversify product development. Except for self-production, Sinphar also actively collaborates with foreign pharmaceutical companies. Recently, Sinphar introduced gastrointestinal and hypolipidemic drugs from Japan and entered the market successfully. With a growing aging population, Sinphar will further develop drugs for chronic illnesses to expand market share.

  • (D) Expand technical cooperation with global pharmaceutical companies, Sinphar introduces manufacturing technologies in generic drugs to expedite product development.

D. Strengthen Quality System to Lay the Foundation for Sustainable Development

  • (A) Import digital integrated management system and establish routine digital management.

  • (B) Handle abnormal quality with automated report which forward the report to related departments for timely investigation, and start a cross-departmental quality committee to establish improvement measures.

  • (C) Continue to strengthen the manufacturing quality system and corresponding measures of laws.

  • (D) Cooperate with external quality agencies to inspect quality and process of production to strengthen quality management system and quality monitoring.

E. Diversified Marketing and Foreign Business

  • (A) After the steady growth of generic drugs market in Japan, Sinphar also obtained the GMP certification of food plant and HALAL certification from MUI, actively captures market shares of South East Asia and Islam in Asia.

  • (B) Using different product strategies between Blue Ocean and Red Ocean to capture hospital and clinic market shares and create better profit structure.

  • 6 -

  • (C) In the post-pandemic era, online shopping became one of the most popular consumer sales channels. Sinphar actively expands e-commerce, telemarketing, and experiential marketing with Sinphar Health Park to integrate online and offline sales. This provides consumers with greater convenience in purchasing Sinphar’s health and skincare products.

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

  • (E) Establish strategic alliances with international companies and to develop global market through the co-development of various kinds of pharmaceuticals.

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

  • (A) The plants implemented SAP, MES, and WMS systems. From purchase-sales-inventory management, product manufacturing and control, warehouse management, and to real-time inventory, we reduced cost and improved operation efficiency with computerized management. Complete computerized data meets global market demand and increases international competitiveness.

  • (B) Sinphar spares no expense when investing in the replacement of software and hardware and implement AI and intelligent system for checking production compliance and preventing human error, improving manufacturing efficiency, and monitoring quality. We combine the system with manufacturing automation, and plan to expand it to include logistics and sales and marketing systems.

  • (C) In response to projected increase in customer deliveries, Sinphar plans to build a new automated warehouse, equipped with a computer system that integrates warehouse with manufacturing and increases logistic efficiency.

  • (D) Sinphar simultaneously establishes an information security management system to protect enterprise resource management system, manufacturing execution system and the maintenance of machine room.

  • 7 -

1.2.2 Sales Volume Forecast and Supporting Basis

Drugs and functional food are the main product categories of our Company. The Company and its employees are working together to achieve the sales targets for 2025.

1.3 The Impact on Company’s Future Development Strategies Due to Competition, Regulatory Restrictions and Market Changes

With the continued aging of the population, Taiwan has seen steady growth in both healthcare expenditures and demand for medical services. To control the rising costs of the National Health Insurance (NHI) system, the government has implemented drug price adjustment measures. Nevertheless, the overall healthcare market continues to expand, and the government has encouraged hospitals and primary healthcare institutions to adopt generic drugs, resulting in sustained growth in the generics market. However, domestic pharmaceutical companies face disadvantages compared to large multinational corporations due to a lack of economies of scale and unfair competition from imported drugs. In addition, increasingly stringent domestic regulations—such as the full implementation of PIC/S GMP standards—have significantly raised production costs, while continued reductions in NHI reimbursement prices have further constrained the development of local pharmaceutical manufacturers.

Looking ahead, while challenges remain, we also see limitless opportunities. Guided by the philosophy of life, health, and technology, Sinphar continues to invest in upgrading hardware and software, attracting talent, introducing new technologies, enhancing quality, and developing new products. We are also strengthening our e-commerce and digital marketing capabilities. Through these efforts, Sinphar remains committed to contributing to the advancement of Taiwan’s pharmaceutical industry and delivering lasting value to our shareholders.

  • 8 -

Ⅱ. Corporate Governance Report

2.1 Directors, Supervisors and Management Team Information

2.1.1 Directors

April 21, 2025 Unit: shares; %

Title Nationality/
Place of
Incorporation		 Name Gender/
Age		 Date
Elected		 Term
(Years)		 Date First
Elected
Shareholding
when Elected
Shareholding
when Elected		 Current
Shareholding		 Current
Shareholding		 Spouse & Minor
Shareholding		 Spouse & Minor
Shareholding		 Shareholding
by Nominee
Arrangement		 Shareholding
by Nominee
Arrangement		 Experience
(Education)		 Other Position Executives, Directors or
Supervisors Who are Spouses or
within Two Degrees of Kinship		 Executives, Directors or
Supervisors Who are Spouses or
within Two Degrees of Kinship		 Executives, Directors or
Supervisors Who are Spouses or
within Two Degrees of Kinship		 Remark(s)
(Note)
Shares % Shares % Shares % Shares % Title Name Relation
Chi ROC Chih W L Male/ June 19, 3 June 07, 3149791 188 3401774 188 1952078 108 － －



 ‧Bachelor Degree in
Pharmacy,
Kaohsiung Medical
University
‧Director, National
Association of Small
& Medium
Enterprises
‧Director, Taiwan
Research-based
Biopharmaceutical
Manufacturers
Association
‧Director, Institute for
Biotechnology and

‧Director, Xing-Da
Capital Corp.
‧Chairman,
ZuniMed Biotech
Co., Ltd.
‧Chairman,
SynCore
Biotechnology
Co., Ltd.
~~‧~~Chairman		 Corporate
Director
Representative		 Yi Ta
Lee		 First degree
of kinship
－
arman ... en ee 71-80 2024 1999 ,, . ,, . ,, .
Medicine Industry
‧Director, Taiwan
Cancer Foundation
‧Director, Youngsun
Culture & Education
Foundation
‧President, National
Outstanding SMEs
Award Friendship
Club
‧Director, Research
Center for
Biotechnology and
Medicine Policy
,
SUNETIC
BIOTECH INC
‧Chairman,
UNIVERSAL
NEXT
TECHNOLOGIES
INC
‧Director, Taiwan
Breast Cancer
Foundation
Executive
Assistant,
Chairman’s
Office		 Ju Nee
Yeo		 First degree
of kinship
  • 9 -
Title Nationality/
Place of
Incorporation		 Name Gender/
Age		 Date
Elected		 Term
(Years)		 Date First
Elected
Shareholding
when Elected
Shareholding
when Elected		 Current
Shareholding		 Current
Shareholding		 Spouse & Minor
Shareholding		 Spouse & Minor
Shareholding		 Shareholding
by Nominee
Arrangement		 Shareholding
by Nominee
Arrangement		 Experience
(Education)		 Other Position Executives, Directors or
Supervisors Who are Spouses or
within Two Degrees of Kinship		 Executives, Directors or
Supervisors Who are Spouses or
within Two Degrees of Kinship		 Executives, Directors or
Supervisors Who are Spouses or
within Two Degrees of Kinship		 Remark(s)
(Note)
Shares % Shares % Shares % Shares % Title Name Relation
Independent
Director		 R.O.C. Ching Lung
Lee		 Male/
71-80		 June 19,
2024		 3 June 29,
2009		 － － － － － － － －


 ‧Ph.D. in
Horticulture, Leibniz
University Hannover
‧Chairperson, Council
of Agriculture,
Executive Yuan
‧Chairman, Taiwan
Fertilizer Co., Ltd.

‧Professor, National
Taiwan University
‧Chair Professor,
National Chung
Hsing University
‧National Policy
Advisor to the
President
‧Chairman, BELX
Bio-
Pharmaceutical
Co., Ltd.
‧Independent
Director,
VISGENEER INC
‧Independent
Director, Tatung
Company
－		 － － －
Independent
Director		 R.O.C. Yau Yuan Wen Male/
71-80		 June 19,
2024		 3 June 20,
2018		 － － － － － － － －


 ‧Master Degree in
Law, National
Taiwan University
‧Administrative Chief
Judge,
Division-Chief
Judge of Taiwan
High Court
‧Chief Judge, Taiwan
Miaoli District Court

‧Independent
Director, AMIDA
Technology, Inc.		 － － － －
  • 10 -
Title Nationality/
Place of
Incorporation		 Name Gender/
Age		 Date
Elected		 Term
(Years)		 Date First
Elected
Shareholding
when Elected
Shareholding
when Elected		 Current
Shareholding		 Current
Shareholding		 Spouse & Minor
Shareholding		 Spouse & Minor
Shareholding		 Shareholding
by Nominee
Arrangement		 Shareholding
by Nominee
Arrangement		 Experience
(Education)		 Other Position Executives, Directors or
Supervisors Who are Spouses or
within Two Degrees of Kinship		 Executives, Directors or
Supervisors Who are Spouses or
within Two Degrees of Kinship		 Executives, Directors or
Supervisors Who are Spouses or
within Two Degrees of Kinship		 Remark(s)
(Note)
Shares % Shares % Shares % Shares % Title Name Relation
Independent
Director		 R.O.C. Hsin Yu Chou Female/
41-50		 June 19,
2024		 3 August 03,
2021
－		 － － － － － － －



 ‧Bachelor Degree in
Accounting, Aletheia
University
‧Assistant Vice
President, Crowe
(TW) CPAs
‧Senior Accounting
Manager, Sabrina
Fashion Industrial
Corp.
‧Accounting
Manager, Nice
Garden Industrial
Co., Ltd.		 － － － － －
Director R.O.C. Hsiu Min Lin Male/
81-90		 June 19,
2024		 3 June 07,
1999		 1,336,876 0.80 1,443,826 0.80 58,631 0.03 － －
 ‧National Ilan
Institute, Agriculture
and Technology
－		 － － － －
Director R.O.C. Good Tree
Investment Co.,
Ltd.
－		 June 19,
2024		 3 June 19,
2024		 919,000 0.55 1,532,520 0.85 － － － － － － － － － －
Corporate
Director
Representative		 R.O.C. Hsiu Chi Kuo Male/
71-80		 June 19,
2024		 3 June 19,
2024		 1,569,382 0.94 1,165,932 0.64 472,559 0.26 － －


 ‧Kainan Vocational
High School
‧Chairman, En Yi
Enterprise Co.
‧Director, General
Manager, Glory
Kingdom Corp.

 ‧Chairman, Glory
Nutria Ltd.
‧Chairman,
Vit-Gute Nutrition
Ltd.		 － － － －
  • 11 -
Title Nationality/
Place of
Incorporation		 Name Gender/
Age		 Date
Elected		 Term
(Years)		 Date First
Elected
Shareholding
when Elected
Shareholding
when Elected		 Current
Shareholding		 Current
Shareholding		 Spouse & Minor
Shareholding		 Spouse & Minor
Shareholding		 Shareholding
by Nominee
Arrangement		 Shareholding
by Nominee
Arrangement		 Experience
(Education)		 Other Position Executives, Directors or
Supervisors Who are Spouses or
within Two Degrees of Kinship		 Executives, Directors or
Supervisors Who are Spouses or
within Two Degrees of Kinship		 Executives, Directors or
Supervisors Who are Spouses or
within Two Degrees of Kinship		 Remark(s)
(Note)
Shares % Shares % Shares % Shares % Title Name Relation
Director R.O.C. Ling Mo Chao Male/
71-80		 June 19,
2024		 3 June 29,
2009		 1,498,547 0.89 1,767,230 0.98 292,680 0.16 78,000 0.04

 ‧Taichung Municipal
Sha-Lu Industrial
High School
‧Chairman, Giant
Goal Leather MFG.
Inc.

 ‧Chairman, Giant
Goal Leather
MFG. Inc.
‧Chairman, Hung
Weri Investment
Co., Ltd.		 － － － －
Director R.O.C. Xing-Da
Capital Corp.		 － June 19,
2024		 3 June 07,
1999		 1,569,382 9.38 17,798,821 9.83 － － － － － － － － － －
Corporate
Di		 ROC Xing-Da
Capital Corp.		 Male/ June 19, 3 June 06, 640116 038 947325 052 718589 040 － －


 ‧Ph.D. in Chemical
and Biological
Engineering,
University of British
Columbia
‧EMBA, International
Business, National
Taiwan University
‧Chief R&D Officer,
Sinphar
‧Vice Chairman,
SynCore
Biotechnology
Co., Ltd.
‧Director, ZuniMed
Biotech Co., Ltd.
‧Director,
SUNETIC
BIOTECH INC
‧Representative,
SynCore
Biotechnology
Europe GmbH
Chairman		 Chih
Wen
Lee		 First degree
of kinship
－
rector
Representative		 ... Representative:
Yi Ta Lee
51-60		 2024 2012 , . , . , .
Pharmaceutical Co.,
Ltd.
‧Director, Taiwan
Research-based
Biopharmaceutical
Manufacturers
Association
‧Supervisory Board
Member, Medigene
AG Germany
‧Independent
Director, Bionet
Corp.
‧Director, Research
Center for
Biotechnology and
Medicine Policy
‧Member,
Biotechnology and
Medicine Industry
Research
Committee,
CNAIC

Executive
Assistant,
Chairman’s
Office		 Ju Nee
Yeo		 First degree
of kinship
  • 12 -
Title Nationality/
Place of
Incorporation		 Name Gender/
Age		 Date
Elected		 Term
(Years)		 Date First
Elected
Shareholding
when Elected
Shareholding
when Elected		 Current
Shareholding		 Current
Shareholding		 Spouse & Minor
Shareholding		 Spouse & Minor
Shareholding		 Shareholding
by Nominee
Arrangement		 Shareholding
by Nominee
Arrangement		 Experience
(Education)		 Other Position Executives, Directors or
Supervisors Who are Spouses or
within Two Degrees of Kinship		 Executives, Directors or
Supervisors Who are Spouses or
within Two Degrees of Kinship		 Executives, Directors or
Supervisors Who are Spouses or
within Two Degrees of Kinship		 Remark(s)
(Note)
Shares % Shares % Shares % Shares % Title Name Relation
Director R.O.C. Jehng Jer Guan
Male/
71-80		 June 19,
2024		 3 August 03,
2021
－		 － 9,000 － 5,040 － － －

 ‧Ph.D. in Graduate
Institute for Sun
Yat-Sen Thoughts,
Chinese Culture
University
‧Deputy
Director-general,
National Police
Agency, Ministry of
the Interior		 － － － － －
Director R.O.C. Hung Chih Lin Male/
71-80		 June 19,
2024		 3 August 03,
2021
1,000,128		 0.60 1,620,138 0.89 － － － －


 ‧Bachelor Degree in
Chemical and
Materials
Engineering,
Chinese Culture
University
‧Chairman, Daxie
Boutique
Department Store
Co., Ltd.
‧Chairman,
Jian-Sheng Co., Ltd.		 － － － － －
i h Male/ June 19, August 03,
1244 12 － －

 ‧China Medical
University, Taiwan


 ‧Superintendent,
NENG-CHUN
DIABETES
CLINIC
 General
Manager, China
Affairs Office
Neng
Yin Yu		 Second
degree of
kinship		 －
Drector R.O.C. Neng Cun Yu 61-70 2024 3 2021 999,763 0.59 ,55,7 0.69 55,8 0.03 ‧President, Taiwanese
Association of
Diabetes Educators
 ~~‧~~Honorary
President, Yilan
Association of
Diabetes
Supporters		 General
Manager,
Subsidiary
company		 Neng
Yu Yu		 Second
degree of
kinship
  • 13 -

April 21, 2025

A. Major Shareholders of the Institutional Shareholders

April 21, 2025
Name of Institutional Shareholders Major Shareholders
Xing-Da Capital Corp. INSIGHT INTERNATIONAL (50.22%),
Ling Fang Kuo (21.86%), Yi Ta Lee (18.80%),
Wan Ping Lee (3.36%), ○ Jing Lee (3.36%),
Chih Wen Lee (2.40%)
Good Tree Investment Co., Ltd. Yen Hao Kuo (60.20%), Hsiao Han Kuo
(30.10%), Tzu Chun Liu (4.90%), Hsiu Chi
Kuo (4.80%)

(A) Major Shareholders of the Company’s Major Institutional Shareholders

April 21, 2025

April 21, 2025
Name of Institutional Shareholders Major Shareholders
INSIGHT INTERNATIONAL Yi Ta Lee (100%)

B. Information of Directors

(A) Professional Qualifications of Directors and Independence Analysis of Independent Directors

Criteria
Name
Professional Qualification and
Experiences		 Independence Status Number of
Other Public
Companies in
Which the
Individual is
Concurrently
Serving as an
Independent
Director
Director
Chih Wen Lee		 At least five years of related work
experience in the business of the
Company. Currently serves as the
Chairman of Sinphar Pharmaceutical
Co., Ltd.
Not being a person of any conditions
defined in Article 30 of the
Company Act.		 － None
Director
Hsiu Min Lin		 At least five years of related work
experience in the business of the
Company.
Not being a person of any conditions
defined in Article 30 of the
Company Act.		 － None
  • 14 -
Criteria
Name
Professional Qualification and
Experiences		 Independence Status Number of
Other Public
Companies in
Which the
Individual is
Concurrently
Serving as an
Independent
Director
Director
Yi Ta Lee		 At least five years of related work
experience in the business of the
Company.
Not being a person of any conditions
defined in Article 30 of the
Company Act.		 － 1
Director
Hsiu Chi Kuo		 At least five years of related work
experience in the business of the
Company.
Not being a person of any conditions
defined in Article 30 of the
Company Act.		 － None
Director
Ling Mo Chao		 At least five years of related work
experience in the business of the
Company.
Not being a person of any conditions
defined in Article 30 of the
Company Act.		 － None
Director
Jehng Jer Guan		 At least five years of related work
experience in the business of the
Company.
Not being a person of any conditions
defined in Article 30 of the
Company Act.		 － None
Director
Hung Chih Lin		 At least five years of related work
experience in the business of the
Company.
Not being a person of any conditions
defined in Article 30 of the
Company Act.		 － None
Director
Neng Chun Yu		 At least five years of related work
experience in the business of the
Company. Currently serves as the
Superintendent of NENG-CHUN
Diabetes Clinic. Not being a person
of any conditions defined in Article
30 of the Company Act.		 － None
  • 15 -
Criteria
Name
Professional Qualification and
Experiences		 Independence Status Number of
Other Public
Companies in
Which the
Individual is
Concurrently
Serving as an
Independent
Director
Independent
Director
Ching Lung Lee		 At least five years of related work
experience in the business of the
Company. Served as the Chairman
of Taiwan Fertilizer Co., Ltd.
Currently serves as the Professor of
National Taiwan University, and
Chair Professor of National Chung
Hsing University. Specialty is
agricultural biotechnology. Not
being a person of any conditions
defined in Article 30 of the
Company Act.		 1. Not an employee of the company or any of its affiliates.
2. Not a director or supervisor of the company or any of its affiliates.
3. Not a natural-person shareholder who holds shares, together with
those held by the person's spouse, minor children, or held by the
person under others' names, in an aggregate of one percent or more
of the total number of issued shares of the company or ranking in
the top 10 in holdings.
4. Not a spouse, relative within the second degree of kinship, or lineal
relative within the third degree of kinship, of a managerial officer
under subparagraph 1 or any of the persons in the preceding two
subparagraphs.
5. Not a director, supervisor, or employee of a corporate shareholder
that directly holds five percent or more of the total number of
issued shares of the company, that ranks among the top five in
shareholdings, or that designates its representative to serve as a
director or supervisor of the company under Article 27, paragraph
1 or 2 of the Company Act.
6. If a majority of the company's director seats or voting shares and
those of any other company are controlled by the same person: not
a director, supervisor, or employee of that other company.
7. If the chairperson, general manager, or person holding an
equivalent position of the company and a person in any of those
positions at another company or institution are the same person or
are spouses: not a director (or governor), supervisor, or employee
of that other company or institution.
8. Not a director, supervisor, officer, or shareholder holding five
percent or more of the shares, of a specified company or institution
that has a financial or business relationship with the company.
9. Not a professional individual who is an owner, partner, director,
supervisor, or managerial officer of a sole proprietorship,
partnership, company, or institution that offers audit services or
offers commercial, legal, financial, or accounting services for
which he/she has received the total remuneration of less than
NT$500,000 over the past two years to the Company or its
affiliate, nor a spouse thereof.
10. Not having a marital relationship or a relative within the second
degree of kinship to any other director of the Company.

2
Independent
Director
Yau Yuan Wen		 At least five years of related work
experience in the business of the
Company. Served as Administrative
to The Chief Judge, Division-Chief
Judge of Taiwan High Court.
Specialty is legal. Not being a person
of any conditions defined in Article
30 of the Company Act.		 1
Independent
Director
Hsin Yu Chou		 At least five years of related work
experience in the business of the
Company. Served as the Finance
Manager, Senior Accounting
Manager of Sabrina Fashion
Industrial Corp, and Accounting
Manager of Nice Garden Industrial
Co., Ltd. Not being a person of any
conditions defined in Article 30 of
the Company Act.
None
  • 16 -

(B) Diversity and Independence of Board of Directors

  • a. Diversity of Board of Directors:

The Company advocates and respects the diverse policy of Directors to improve corporate governance and promote the sound development of the composition and structure of the Board of Directors. The diverse guideline contributes to enhancing the overall performance of the Company. The members of the Board of Directors are hired based on merit, built up with cross-disciplinary complementary capabilities, and increase the seats of female Directors. According to the demands of operations, business model, and development, to strengthen Board competencies to achieve the goal of corporate governance, the following items are the capabilities the Board of the Company should possess:

  • (a) Basic conditions and values: Gender, age, nationality, and culture.

  • (b) Professional knowledge and abilities:

Have the ability to make operational judgments, ability to perform accounting and financial analysis, ability to conduct management administration, ability to conduct crisis management, knowledge of the industry, an international market perspective, ability to lead, ability to make policy decisions, respective industry experiences and relative abilities.

  • (c) If the number of directors of the same gender on the board of directors of the company is less than one-third, describe the reason and measures to be taken to improve the gender diversity of the board of directors

  • i. Reason: The Company has established 11 board seats in accordance with its Articles of Incorporation, with one currently held by a female director. While this complies with applicable regulations, it does not yet meet the one-third gender representation benchmark. Due to industry-specific constraints, identifying qualified female candidates remains a short-term challenge.

  • ii. Measures: The Company is committed to gender equality on the Board and aims for at least one-third female representation. It will continue to seek qualified female candidates to enhance board diversity and strengthen corporate governance.

  • 17 -

(d) Table of the implementation status of the diverse policy of the members of Board of Directors is as below


Name		 Diverse
Core		 Basic Composition Basic Composition Basic Composition Professional Knowledge and Abilities Knowledge and Abilities Knowledge and Abilities Knowledge and Abilities
Nationality Gender Age
Range		 Term of
Independent
Directors		 Operational
Judgments
Accounting
and
Financial		 Management
Administration		 Lead and
Policy
Decision		 Crisis
Management		 Knowledge
of the
Industry
International
Market
Perspective
Directors Chih
Wen
Lee		 R.O.C. Male 71-80 ─ ─
Hsiu
Min
Lin		 R.O.C. Male 81-90 ─ ─
Hsiu
Chi
Kuo		 R.O.C. Male 71-80 ─ ─
Ling
Mo
Chao		 R.O.C. Male 71-80 ─ ─
Yi Ta
Lee		 R.O.C. Male 51-60 ─ ─
Jehng
Jer
Guan		 R.O.C. Male 71-80 ─ ─ ─ ─
Hung
Chih
Lin		 R.O.C. Male 71-80 ─ ─
Neng
Chun
Yu		 R.O.C. Male 61-70 ─ ─
Independent
Directors		 Ching
Lung
Lee		 R.O.C. Male 71-80 9-12 ─ ─
Yau
Yuan
Wen		 R.O.C. Male 71-80 4-6 ─ ─ ─
Hsin
Yu
Chou		 R.O.C. Female 41-50 1-3 ─ ─

b. Independence of Board of Directors:

The Company currently has 11 members on the Board of Directors, consisting 8 members of Directors and 3 members of Independent Directors (account for 27% of all Directors.) By the end of 2024, all the Independent Directors meet the regulatory requirements related to Independent Directors by the Securities and Futures Bureau, and Financial Supervisory Commission, and none of the Directors or Independent Directors are in violation of Subparagraph 3 and 4, Paragraph 3, Article 26 of the Company Act. The Board of Directors of the Company is independent (Professional Qualifications of Directors and Independence Analysis of Independent Directors is found on page 14). Education, gender, and work experience of each Director are listed in Information on Directors, found on page 9.

  • 18 -

2.1.2 Management Team

April 21, 2025 Unit: shares; % April 21, 2025 Unit: shares; % April 21, 2025 Unit: shares; % April 21, 2025 Unit: shares; %
Title Nationality/
Place of
Incorporation
Name		 Gender
Date
Elected		 Shareholding Spouse & Minor
Shareholding		 Shareholding by
Nominee
Arrangement		 Experience (Education) Other Position Managers Who are Spouses or
within Two Degrees of Kinship		 Remark(s)
(Note)
Shares % Shares % Shares % Title Name Relation
General
Manager		 R.O.C. Yu Liang
Pei
Male		 June 01,
2013		 65,105 0.04 － － － －





 ‧Department of
Mechanical Engineering,
China Junior College of
Technology
‧Medical Representative
Certification
‧Master Degree Credit
Program in Business
Administration, National
Taipei University
‧Sales Assistant Manager,
Sales Manager, Sinphar
Pharmaceutical Co., Ltd.
‧Vice President,
Marketing Dept., Sinphar
Pharmaceutical Co., Ltd.
‧Sales Director,
Marketing Center,
Sinphar Pharmaceutical
Co., Ltd.

‧Director, ZuniMed
Biotech Co., Ltd.		 － － － －
  • 19 -
Title Nationality/
Place of
Incorporation
Name		 Gender
Date
Elected		 Shareholding Shareholding Spouse & Minor
Shareholding		 Spouse & Minor
Shareholding		 Shareholding by
Nominee
Arrangement		 Shareholding by
Nominee
Arrangement		 Experience (Education) Other Position Managers Who are Spouses or
within Two Degrees of Kinship		 Managers Who are Spouses or
within Two Degrees of Kinship		 Managers Who are Spouses or
within Two Degrees of Kinship		 Remark(s)
(Note)
Shares % Shares % Shares % Title Name Relation
Vice President,
Technology
Management
Office
(Note)
R.O.C.		 Yi Ta
Lee		 Male August 01,
2007
947,325		 0.52 718,589 0.40 － －




 ‧Ph.D. in Chemical and
Biological Engineering,
University of British
Columbia
‧EMBA, International
Business, National
Taiwan University
‧Chief R&D Officer,
Sinphar Pharmaceutical
Co., Ltd.
‧Director, Taiwan
Research-based
Biopharmaceutical
Manufacturers
Association
‧Supervisory Board
Member, Germany
Medigene AG






 ‧Vice Chairman,
SynCore
Biotechnology Co.,
Ltd.
‧Director, ZuniMed
Biotech Co., Ltd.
‧Director,
SUNETIC
BIOTECH INC.
‧Representative,
SynCore
Biotechnology
Europe GmbH
‧Independent
Director, Bionet
Corp.
‧Director, Research
Center for
Biotechnology and
Medicine Policy
‧Member,
Biotechnology and
Medicine Industry
Research
Committee,
CNAIC
Executive
Assistant,
Chairman’s
Office		 Ju Nee
Yeo		 Spouse －
  • 20 -
Title Nationality/
Place of
Incorporation
Name		 Gender
Date
Elected		 Shareholding Shareholding Spouse & Minor
Shareholding		 Spouse & Minor
Shareholding		 Shareholding by
Nominee
Arrangement		 Shareholding by
Nominee
Arrangement		 Experience (Education) Other Position Managers Who are Spouses or
within Two Degrees of Kinship		 Managers Who are Spouses or
within Two Degrees of Kinship		 Managers Who are Spouses or
within Two Degrees of Kinship		 Remark(s)
(Note)
Shares % Shares % Shares % Title Name Relation
General
Manager,
China Affairs
Office		 R.O.C. Neng Yin
Yu
Male		 January 01,
2003
1,664,219		 0.92 349,583 0.19 － －



 ‧Department of
Electronic Engineering,
Xin-Pu Industrial
College
‧Director, Taiwan
Cosmetics Industry
Association
‧Sales Junior Manager,
Sales Assistant Manager,
Sinphar Pharmaceutical
Co., Ltd.
‧Assistant Vice President,
Marketing Dept., Sinphar
Pharmaceutical Co., Ltd.
‧‧Director,
SUNETIC
BIOTECH INC.
‧Director,
Hangzhou Vitrum
Healthy Food Co.,
Ltd.
‧Director, Hetian
Tianli shasheng
Pharmaceutical
Development Co.,
Ltd.		 General
Manager,
Subsidiary
company		 Neng Yu
Yu
Second
degree of
kinship
－
General
Manager,
Subsidiary
company		 R.O.C. Neng Yu
Yu
Male		 February
15, 2008		 569,443 0.31 31,708 0.02 － －




 ‧Department of Finance,
Tamsui Oxford College
‧Master Degree in
Business Administration,
National Taipei
University
‧Supervisor of
Accounting Sector,
Assistant Manager of
Factory Division,
Sinphar Pharmaceutical
Co., Ltd.
‧Assistant Manager of
Finance Division,
Manager of Production
Control Division,
Sinphar Pharmaceutical
Co., Ltd.
‧Assistant Vice President,
Supply and Demand of
Production Control
Dept., Sinphar
Pharmaceutical Co., Ltd.
‧General Manager,
ZuniMed Biotech
Co., Ltd.		 General
Manager,
China Affairs
Office
Neng Yin
Yu
Second
degree of
kinship
－
  • 21 -
Title Nationality/
Place of
Incorporation
Name		 Gender
Date
Elected		 Shareholding Shareholding Spouse & Minor
Shareholding		 Spouse & Minor
Shareholding		 Shareholding by
Nominee
Arrangement		 Shareholding by
Nominee
Arrangement		 Experience (Education) Other Position Managers Who are Spouses or
within Two Degrees of Kinship		 Managers Who are Spouses or
within Two Degrees of Kinship		 Managers Who are Spouses or
within Two Degrees of Kinship		 Remark(s)
(Note)
Shares % Shares % Shares % Title Name Relation
Executive
Assistant,
Chairman’s
Office		 Singapore Ju Nee
Yeo		 Female August 01,
2007
718,589		 0.40 947,325 0.52 － －


 ‧B.Eng., M.Eng., McGill
University
‧General Manager, Vice
President, Sales &
Marketing, CanCap
Pharmaceutical Ltd.
‧Vice President, Quality
Steering Unit, Sinphar
Pharmaceutical Co., Ltd.		 － Vice President,
Technology
Management
Office
Yi Ta
Lee		 Spouse －
General
Manager,
Subsidiary
company		 R.O.C. Chao Jih
Wang
(Note)
Male		 November
26, 2013
－		 － － － － －



 ‧Ph.D. in Graduate
Institute of Life
Sciences, National
Defense Medical Center
‧Lecturer, Department of
Pharmacy, National
Defense Medical Center
‧Assistant Professor,
National Defense
Medical Center
‧Director, Executive
Director, Sinphar
Tian-Li Research and
Development Institute		 － － － － －
General
Manager,
Marketing
Center		 R.O.C. Chang
Long
Chen		 Male January 01,
2008
444		 － － － － －



 ‧General Subjects,
Kuang-Fu High School
‧Department of Business
Administration, Nanya
Institute of Technology
‧Sales Manager, Sales
Assistant Vice President,
Sinphar Pharmaceutical
Co., Ltd.
‧Director, Marketing
Dept., Sinphar
Pharmaceutical Co., Ltd.		 － － － － －
  • 22 -
Title Nationality/
Place of
Incorporation
Name		 Gender
Date
Elected		 Shareholding Shareholding Spouse & Minor
Shareholding		 Spouse & Minor
Shareholding		 Shareholding by
Nominee
Arrangement		 Shareholding by
Nominee
Arrangement		 Experience (Education) Other Position Managers Who are Spouses or
within Two Degrees of Kinship		 Managers Who are Spouses or
within Two Degrees of Kinship		 Managers Who are Spouses or
within Two Degrees of Kinship		 Remark(s)
(Note)
Shares % Shares % Shares % Title Name Relation
General
Manager,
Yilan Office		 R.O.C. Chien Ju
Lin
Female		 January 01,
2023
795,930		 0.44 － － － －





 ‧Bachelor Degree in
Chemical Engineering,
Chung Yuan Christian
University
‧Junior Manager, Material
R&D Sector, Sinphar
Pharmaceutical Co., Ltd.
‧Senior Assistant
Manager, Production
Material Control R&D
Division, Sinphar
Pharmaceutical Co., Ltd.
‧Manager, Planning of
Packaging Materials
Division, Sinphar
Pharmaceutical Co., Ltd.
‧Manager, Supply and
Demand Dept., Sinphar
Pharmaceutical Co., Ltd.
‧Director, Production
Control Center, Sinphar
Pharmaceutical Co.,Ltd.
－		 － － － －
Vice President,
Marketing
Center
R.O.C.		 Feng
Chin
Chang		 Male January 01,
2017
－		 － － － － －



 ‧Bachelor Degree in
Pharmacy, China
Medical University,
Taiwan
‧Master Degree in
Business Management,
Taichung University of
Science and Technology
‧Pass Pharmacist of
Higher Examination
‧Assistant Manager,
Manager, Assistant Vice
President, Sinphar
Pharmaceutical Co., Ltd.		 － － － － －
  • 23 -
Title Nationality/
Place of
Incorporation
Name		 Gender
Date
Elected		 Shareholding Shareholding Spouse & Minor
Shareholding		 Spouse & Minor
Shareholding		 Shareholding by
Nominee
Arrangement		 Shareholding by
Nominee
Arrangement		 Experience (Education) Other Position Managers Who are Spouses or
within Two Degrees of Kinship		 Managers Who are Spouses or
within Two Degrees of Kinship		 Managers Who are Spouses or
within Two Degrees of Kinship		 Remark(s)
(Note)
Shares % Shares % Shares % Title Name Relation
Vice President,
General
Manager
Office
R.O.C.		 Hui
Hung
Wang
(Note)		 Male August 16,
2023
－		 － － － － －






 ‧Bachelor Degree in
Pharmacy, Taipei
Medical University
‧Master Degree in
Business Administration,
University of South
Australia.
‧Sales Manager,
HOLDING DISP. CO.,
LTD.
‧Manager, Research
Dept., Sinphar
Pharmaceutical Co., Ltd.
‧Assistant Vice President,
Clinical Study Dept.,
Sinphar Pharmaceutical
Co., Ltd.
‧Assistant Vice President,
Chairman Office,
Sinphar Pharmaceutical
Co., Ltd.
‧Project Vice President,
Anticancer Drugs Dept.,
SynCore Biotechnology
Co., Ltd.
－		 － － － －
  • 24 -
Title Nationality/
Place of
Incorporation
Name		 Gender
Date
Elected		 Shareholding Shareholding Spouse & Minor
Shareholding		 Spouse & Minor
Shareholding		 Shareholding by
Nominee
Arrangement		 Shareholding by
Nominee
Arrangement		 Experience (Education) Other Position Managers Who are Spouses or
within Two Degrees of Kinship		 Managers Who are Spouses or
within Two Degrees of Kinship		 Managers Who are Spouses or
within Two Degrees of Kinship		 Remark(s)
(Note)
Shares % Shares % Shares % Title Name Relation
Chief R&D
Officer
(Note)		 R.O.C. Wen
Hsin
Huang		 Male August 16,
2023
－		 － － － － －





 ‧Ph.D. in Pharmacy,
University of Texas at
Austin
‧Bachelor and Master
Degree in Pharmacy,
National Defense
Medical Center
‧Pass Pharmacist of
Higher Examination
‧Associate Professor
Researcher, Medical
Research Dept., Show
Chwan Medical Care
System Operations
Center
‧Associate Professor,
School of Pharmacy,
National Defense
Medical Center
‧Vice President, Drug
Development Dept,
SynCore Biotechnology
Co.,Ltd.		 － － － － －
Assistant Vice
President,
Dept. of
Planning of
Pharmaceutical
Product
R.O.C.		 Chih
Tsao
Chang		 Male January 01,
2020
957		 － － － － －


 ‧Master Degree in
Graduate Institute of
Pharmacy, National
Defense Medical Center
‧Manager, Chinese
Herbal Medicine R&D
Dept., Sinphar
Pharmaceutical Co., Ltd.
‧Senior Manager, Dept. of
Planning of
Pharmaceutical Product,
Sinphar Pharmaceutical
Co., Ltd.
－		 － － － －
  • 25 -
Title Nationality/
Place of
Incorporation
Name		 Gender
Date
Elected		 Shareholding Shareholding Spouse & Minor
Shareholding		 Spouse & Minor
Shareholding		 Shareholding by
Nominee
Arrangement		 Shareholding by
Nominee
Arrangement		 Experience (Education) Other Position Managers Who are Spouses or
within Two Degrees of Kinship		 Managers Who are Spouses or
within Two Degrees of Kinship		 Managers Who are Spouses or
within Two Degrees of Kinship		 Remark(s)
(Note)
Shares % Shares % Shares % Title Name Relation
Assistant Vice
President,
Marketing
Channel Dept.		 R.O.C. Chien
Kuo
Chang		 Male January 01,
2021
2,160		 － － － － －



 ‧Department of
Mechanical Engineering,
Chien Hsin Institute of
Technology
‧Vice President,
Hangzhou Vitrum
Healthy Food Co., Ltd.
‧Assistant Project
Manager, Marketing
Dept., Sinphar
Pharmaceutical Co., Ltd.
‧Assistant Manager,
Manager, Marketing
Channel Division of
Business Dept. 3,
Sinphar Pharmaceutical
Co.,Ltd.
－		 － － － －
Assistant Vice
President,
Marketing
Dept.		 R.O.C. Wen
Fang
Huang		 Male January 01,
2023
203		 － － － － －




 ‧Bachelor Degree in
Nutrition, Chung Shan
Medical University
‧Junior Manager,
Marketing Division,
Sinphar Pharmaceutical
Co., Ltd.
‧Manager, Health
Supplement Division,
Sinphar Pharmaceutical
Co., Ltd.
‧Manager, Division of
Planning of Health
Supplement, Sinphar
Pharmaceutical Co., Ltd.
‧Senior Manager,
Marketing Channel
Division, Sinphar
Pharmaceutical Co.,Ltd.		 － － － － －
  • 26 -
Title Nationality/
Place of
Incorporation
Name		 Gender
Date
Elected		 Shareholding Shareholding Spouse & Minor
Shareholding		 Spouse & Minor
Shareholding		 Shareholding by
Nominee
Arrangement		 Shareholding by
Nominee
Arrangement		 Experience (Education) Other Position Managers Who are Spouses or
within Two Degrees of Kinship		 Managers Who are Spouses or
within Two Degrees of Kinship		 Managers Who are Spouses or
within Two Degrees of Kinship		 Remark(s)
(Note)
Shares % Shares % Shares % Title Name Relation
Assistant Vice
President		 R.O.C. Yi Mei
Lou		 Female December
01, 2006		 165,389 0.09 7,862 － － －


 ‧Department of
International Trade,
Taipei School of
Commerce
‧Manager, Accounting
Division, Sinphar
Pharmaceutical Co., Ltd.
‧Assistant Vice President,
Finance and Accounting
Dept., Sinphar
Pharmaceutical Co., Ltd.		 － － － － －
Assistant Vice
President,
Administration
Dept.
R.O.C.		 Fu Lin
Wu
(Note)		 Male July 08,
2024		 － － － － － －



 ‧EMBA, National I-Lan
University
‧Manager, Factory Affairs
Division, Sinphar
Pharmaceutical Co., Ltd.
‧Manager, Public
Relations Team/
Executive Assistant to
General Manager,
Sinphar Pharmaceutical
Co., Ltd.
‧Senior Manager, Public
Relations Team, Sinphar
Pharmaceutical Co., Ltd.
－		 － － － －
  • 27 -
Title Nationality/
Place of
Incorporation
Name		 Gender
Date
Elected		 Shareholding Shareholding Spouse & Minor
Shareholding		 Spouse & Minor
Shareholding		 Shareholding by
Nominee
Arrangement		 Shareholding by
Nominee
Arrangement		 Experience (Education) Other Position Managers Who are Spouses or
within Two Degrees of Kinship		 Managers Who are Spouses or
within Two Degrees of Kinship		 Managers Who are Spouses or
within Two Degrees of Kinship		 Remark(s)
(Note)
Shares % Shares % Shares % Title Name Relation
Chief Financial
Officer
R.O.C.		 Chih
Hsiao
Chen		 Male August 11,
2015
7,560		 － － － － －




 ‧EMBA, Biotechnology,
Taipei Medical
University
‧Bachelor Degree in
Accounting and
Information Technology,
National Chung Cheng
University
‧Assistant Manager,
Assurance Service, PwC
Taiwan
‧Manager, Finance and
Accounting Dept., C.C.P.
Contact Probes Co., Ltd.
‧Manager, Finance and
Accounting Dept.,
Administration Dept.,
Audit Office, Quality
Assurance and Quality
Control Dept./ Executive
Assistant to the
Chairman, Dongguan
C.C.P. Contact Probes
Co.,Ltd.
－		 － － － －
Accounting
Manager		 R.O.C. Li Jung
Hsieh		 Female January 01,
2007
50,414		 0.03 567 － － －
 ‧Department of Business
Administration, Hsing
Wu School of Commerce
‧Junior Manager,
Assistant Manager,
Accounting Division of
Finance and Accounting
Dept., Sinphar
Pharmaceutical Co., Ltd.

－		 － － － －

Note: Fu Lin Wu has been appointed as Assistant Vice President of Administration Department on July 8, 2024. Chao Jih Wang, General Manager of Subsidiary, and Hui Hung Wang, Vice President of General Manager Office, resigned on Septemebr 30, 2024. Wen Hsin Huang has been appointed as Chief R&D Officer since December 17, 2024 due to position adjustment.

  • 28 -

  • 2.1.3 Where the General Manager or person of an equivalent post (the highest level manager) and Chairman of the Board of Directors are the same people, spouses, or relatives within the first degree of kinship, the reason for, reasonableness, necessity thereof, and the measures adopted in response thereto must be disclosed

None

  • 29 -

2.2 Remuneration Paid to Directors (Including Independent Directors), Supervisors, and Management Team in the Most Recent Year

2.2.1 Remuneration for Directors and Independent Directors

2024 Unit: thousand shares; NT$ thousand; %

Title Name Remun eration eration Ratio and Total
Remuneration
(A+B+C+D) to Net
Income (%)		 Ratio and Total
Remuneration
(A+B+C+D) to Net
Income (%)		 Rel evant Remuner ation Recei ved by Directo rs Who are Also Employees rs Who are Also Employees rs Who are Also Employees rs Who are Also Employees Ratio and Total
Compensation
(A+B+C+D+E+F+G) to
Net Income (%)		 Ratio and Total
Compensation
(A+B+C+D+E+F+G) to
Net Income (%)		 Remuneration
from ventures
other than
subsidiaries or
from the parent
company
Base Compensation (A)
Severan		 ce Pay (B) Directors
Compensation(C)		 Allow ances (D) Salary, B
Allow		 onuses, and
ances (E)		 Severan ce Pay (F) Employee Compensation (G)
The
company
All companies
in the
consolidated
financial
statements
The
company		 Companies in
the
consolidated
financial
statements		 The
company
(Note)		 Companies in
the
consolidated
financial
statements
(Note)
The
company		 Companies in
the
consolidated
financial
statements
The
company		 Companies in
the
consolidated
financial
statements
The
company		 Companies in
the
consolidated
financial
statements
The
company		 Companies in
the
consolidated
financial
statements
The co		 mpany Companies in the
consolidated
financial
statements
The
company		 Companies in
the
consolidated
financial
statements
Cash
(Note)		 Stock Cash
(Note)		 Stock
Chairman Chih Wen Lee 5,021 5,975 ─ ─ 1,717 1,717 104 104 6,842
2.25		 7,796
2.56		 ─ ─ ─ ─ ─ ─ ─ ─ 6,842
2.25		 7,796
2.56		 ─
Director Hsiu Min Lin 166 166 ─ ─ 345 345 56 56 567
0.19		 567
0.19		 ─ ─ ─ ─ ─ ─ ─ ─ 567
0.19		 567
0.19		 ─
Director Good Tree
Investment
Co., Ltd.		 97 ─ ─ ─ 345 345 40 ─ 482
0.16		 482
0.16		 ─ ─ ─ ─ ─ ─ ─ ─ 482
0.16		 482
0.16		 ─
Corporate
Director
Representative		 Hsiu Chi Kuo 69 69 ─ ─ ─ ─ 16 16 85
0.03		 85
0.03		 ─ ─ ─ ─ ─ ─ ─ ─ 85
0.03		 85
0.03		 ─
Director Ling Mo Chao
166		 166 ─ ─ 345 345 56 56 567
0.19		 567
0.19		 ─ ─ ─ ─ ─ ─ ─ ─ 567
0.19		 567
0.19		 ─
Director Xing-Da
Capital Corp.		 ─ ─ ─ ─ 1,120 1,120 ─ ─ 1,120
0.37		 1,120
0.37		 ─ ─ ─ ─ ─ ─ ─ ─ 1,120
0.37		 1,120
0.37		 ─
Corporate
Director
Representative		 Xing-Da
Capital Corp.
Representative:
Yi Ta Lee
336		 336 ─ ─ ─ ─ 56 56 392
0.13		 392
0.13		 3,368 4,226 ─ ─ ─ ─ ─ ─ 3,760
1.23		 4,618
1.52		 ─
Director Hung Chih Lin
166		 166 ─ ─ 345 345 56 56 567
0.19		 567
0.19		 ─ ─ ─ ─ ─ ─ ─ ─ 567
0.19		 567
0.19		 ─
  • 30 -
Title Name Remuneration Remuneration Remuneration Remuneration Remuneration Remuneration Remuneration Remuneration Ratio and Total
Remuneration
(A+B+C+D) to Net
Income (%)		 Ratio and Total
Remuneration
(A+B+C+D) to Net
Income (%)		 Relevant Remuneration Received by Directo Relevant Remuneration Received by Directo Relevant Remuneration Received by Directo Relevant Remuneration Received by Directo rs Who are Also Employees rs Who are Also Employees rs Who are Also Employees rs Who are Also Employees Ratio and Total
Compensation
(A+B+C+D+E+F+G) to
Net Income (%)		 Ratio and Total
Compensation
(A+B+C+D+E+F+G) to
Net Income (%)		 Remuneration
from ventures
other than
subsidiaries or
from the parent
company
Base Compensation (A)
Severance Pay (B)		 Directors
Compensation(C)		 Allowances (D) Salary, Bonuses, and
Allowances (E)		 Severance Pay (F) Employee Compensation (G)
The
company		 All companies
in the
consolidated
financial
statements
The
company		 Companies in
the
consolidated
financial
statements		 The
company
(Note)		 Companies in
the
consolidated
financial
statements
(Note)
The
company		 Companies in
the
consolidated
financial
statements
The
company		 Companies in
the
consolidated
financial
statements
The
company		 Companies in
the
consolidated
financial
statements
The
company		 Companies in
the
consolidated
financial
statements
The company		 Companies in the
consolidated
financial
statements
The
company		 Companies in
the
consolidated
financial
statements
Cash
(Note)		 Stock Cash
(Note)		 Stock
Director Jehng Jer Guan
166		 166 ─ ─ 345 345 56 56 567
0.19		 567
0.19		 ─ ─ ─ ─ ─ ─ ─ ─ 567
0.19		 567
0.19		 ─
Director Neng Chun Yu
166		 166 ─ ─ 345 345 56 56 567
0.19		 567
0.19		 ─ ─ ─ ─ ─ ─ ─ ─ 567
0.19		 567
0.19		 ─
Independent
Director		 Ching Lung
Lee		 166 166 ─ ─ 410 410 152 152 728
0.24		 728
0.24		 ─ ─ ─ ─ ─ ─ ─ ─ 728
0.24		 728
0.24		 ─
Independent
Director		 Yau Yuan Wen
166		 166 ─ ─ 410 410 152 152 728
0.24		 728
0.24		 ─ ─ ─ ─ ─ ─ ─ ─ 728
0.24		 728
0.24		 ─
Independent
Director		 Hsin Yu Chou 166 166 ─ ─ 410 410 112 112 688
0.23		 688
0.23		 ─ ─ ─ ─ ─ ─ ─ ─ 688
0.23		 688
0.23		 ─
1. Please descri
directors and
regulation is
2. Except for th		 be the policy, system, standard, and structure of remuneration to independent directors, and the correlation between duties, risk, a
independent directors is authorized by the Board of Directors to determine the level of payment in the industry at home and abro
reviewed by the Remuneration Committee and approved by the Board of Directors.
e disclosure above, remuneration paid to the Company’s directors for their services to all the companies listed in the financial statem		 nd time input with the amount of remuneration: The
ad. The operating scale and the current scale of the
ents (e.g., serving as a non-employee adviser): None		 Company established Remuneration Committee in 2021. The remuneration of
Company are positively related to operating performance and future risks. The
.
  1. Please describe the policy, system, standard, and structure of remuneration to independent directors, and the correlation between duties, risk, and time input with the amount of remuneration: The Company established Remuneration Committee in 2021. The remuneration of directors and independent directors is authorized by the Board of Directors to determine the level of payment in the industry at home and abroad. The operating scale and the current scale of the Company are positively related to operating performance and future risks. The regulation is reviewed by the Remuneration Committee and approved by the Board of Directors.

Note: On March 5, 2025, the Board of Directors has passed the resolution of remuneration distribution for directors amounting to NT$6.137 million and for employees

amounting to NT$10.910 million. However, the proposal has not been reported and passed at the Shareholders’ Meeting and Remuneration Committee.

2.2.2 Remuneration for Supervisors

On August 3, 2021, the Company established the Audit Committee to replace Supervisors.

  • 31 -

2.2.3 Remuneration for General Managers and Vice Presidents

2024 Unit: thousand shares; NT$ thousand; %

Title Name Salary(A) Salary(A) Severance Pay (B) Severance Pay (B) Bonuses and
Allowances (C)		 Bonuses and
Allowances (C)		 Employee Remuneration
(D)		 Employee Remuneration
(D)		 Employee Remuneration
(D)		 Employee Remuneration
(D)
Ratio and total compensation
(A+B+C+D) to net income (%)
Ratio and total compensation
(A+B+C+D) to net income (%)		 Remuneration
from ventures
other than
subsidiaries or
from the parent
company
The
company
Companies in
the
consolidated
financial
statements
The
company		 Companies in
the
consolidated
financial
statements
The
company		 Companies in
the
consolidated
financial
statements
The company
Companies in
the
consolidated
financial
statements
The company
Companies in the
consolidated
financial
statements
Cash
(Note 1)		 Stock Cash
(Note 1)		 Stock
General Manager Yu Liang
Pei
2,233		 2,233 12,600 12,600 1,555 1,555 16 ─ 16 ─ 16,404
5.38		 16,404
5.38		 ─
Vice President,
Technology
Management
Office
(Note 2)		 Yi Ta Lee 1,452 2,172 ─ ─ 1,916 2,054 ─ ─ ─ ─ 3,368
1.11		 4,226
1.39
General Manager,
China Affairs
Office		 Neng Yin
Yu
1,246		 1,246 7,290 7,290 668 668 ─ ─ ─ ─ 9,204
3.02		 9,204
3.02
Executive
Assistant,
Chairman’s Office
Ju Nee
Yeo		 957 957 ─ ─ 2,830 2,830 16 ─ 16 ─ 3,803
1.25		 3,803
1.25
General Manager,
Subsidiary
company		 Neng Yu
Yu		 598 2,097 7,470 7,470 ─ ─ 16 ─ 16 ─ 8,084
2.65		 9,583
3.14
General Manager,
Marketing Center		 Chang
Long
Chen		 1,472 1,472 7,650 7,650 866 866 16 ─ 16 ─ 10,004
3.28		 10,004
3.28
Chief R&D Officer
(Note 2)
Wen Hsin
Huang
1,320		 1,320 ─ ─ 584 584 16 ─ 16 ─ 1,920
0.63		 1,920
0.63
Vice President,
General Manager
Office		 Hui Hung
Wang
(Note 2)
900		 1,562 ─ ─ 340 340 ─ ─ ─ ─ 1,240
0.41		 1,902
0.62

Note 1: On March 5, 2025, the Board of Directors has passed the resolution of remuneration distribution for employees amounting to NT$10.910 million. However, the proposal has not been reported and passed at the Shareholders’ Meeting and Remuneration Committee.

Note 2: Hui Hung Wang, Vice President of General Manager Office, resigned on September 30, 2024. Wen Hsin Huang has been appointed as Chief R&D Officer since December 17, 2024 due to position adjustment.

  • 32 -

2.2.4 Managerial Officers with the Top Five Highest Remuneration Amounts

2024 Unit: thousands of shares; NT$ thousands; %

Title Name Salary(A) Salary(A) Severance Pay (B) Severance Pay (B) Bonuses and
Allowances(C)		 Bonuses and
Allowances(C)		 Employee Remuneration
(D)		 Employee Remuneration
(D)		 Employee Remuneration
(D)		 Employee Remuneration
(D)		 Ratio and total compensation
(A+B+C+D)to net income(%)		 Ratio and total compensation
(A+B+C+D)to net income(%)		 Remuneration
from ventures
other than
subsidiaries or
from the parent
company
The
company
Companies in
the
consolidated
financial
statements
The
company		 Companies in
the
consolidated
financial
statements
The
company		 Companies in
the
consolidated
financial
statements
The company
Companies in
the
consolidated
financial
statements
The company

Companies in the
consolidated
financial
statements
Cash
(Note)		 Stock Cash
(Note)		 Stock
General
Manager		 Yu
Liang
Pei		 2,233 2,233 12,600 12,600 1,555 1,555 16 ─ 16 ─ 16,404
5.38		 16,404
5.38		 ─
General
Manager,
Marketing
Center		 Chang
Long
Chen		 1,472 1,472 7,650 7,650 866 866 16 ─ 16 ─ 10,004
3.28		 10,004
3.28
General
Manager,
China Affair
Office		 Neng
Yin Yu		 1,246 1,246 7,290 7,290 668 668 ─ ─ ─ ─ 9,204
3.02		 9,204
3.02
General
Manager,
Subsidiary
company		 Neng Yu
Yu
598		 2,097 7,470 7,470 ─ ─ 16 ─ 16 ─ 8,084
2.65		 9,583
3.14
Vice President,
Technology
Management
Office
Yi Ta Lee		 1,452 2,172 ─ ─ 1,916 2,054 ─ ─ ─ ─ 3,368
1.11		 4,226
1.39

Note: On March 5, 2025, the Board of Directors has passed the resolution of remuneration distribution for employees amounting to NT$10.910 million. However, the proposal

has not been reported and passed at the Shareholders’ Meeting and Remuneration Committee.

  • 33 -

Name of the Corporate Managers Distributing Employee Compensation and the Status of Distribution

2024 Unit: thousand shares; NT$ thousand; %

Title Name Employee
Compensation
-in stock		 Employee
Compensation
-in cash		 Total Ratio of Total
Amount to Net
Income (%)
Corporate
Managers		 General Manager Yu Liang Pei ─ 224
(Note 1)		 224 0.07
General Manager,
Subsidiary Company		 Neng Yu Yu
Executive Assistant,
Chairman’s Office		 Ju Nee Yeo
Chief R&D Officer
(Note 2)		 Wen Hsin Huang
General Manager,
Yilan Office		 Chien Ju Lin
General Manager,
Marketing Center		 Chang Long Chen
Vice General Manager,
Marketing Center		 Feng Chin Chang
Assistant Vice President,
Dept. of Planning of
Pharmaceutical Product		 Chih Tsao Chang
Assistant Vice President,
Marketing Channel Dept.
Chien Kuo Chang
Assistant Vice President,
Marketing Dept.		 Wen Fang Huang
Assistant Vice President Yi Mei Lou
Assistant Vice President,
Administration Dept.		 Fu Lin Wu (Note 2)
Chief Financial Officer Chih Hsiao Chen
Accounting Manager Li Jung Hsieh

Note: 1. On March 5, 2025, the Board of Directors has passed the resolution of remuneration distribution for employees amounting to NT$10.910 million. However, the proposal has not been reported and passed at the Shareholders’ Meeting and Remuneration Committee.

  1. Fu Lin Wu has been appointed as Assistant Vice President of Administration Department on July 8, 2024. Wen Hsin Huang has been appointed as Chief R&D Officer since December 17, 2024 due to position adjustment.

  2. 34 -

  3. 2.2.5 Analysis of the proportion of total remuneration for Directors, Supervisors, General Managers, and Vice Presidents paid by the Company and the affiliated companies in the consolidated financial statement to the net profit after tax in the individual or parent company only financial statement in the recent two years, also, explain the remuneration policies, standards and combinations, the procedure of determining remuneration, and the relevance of operating performance and future risks

  4. (A) Analysis of the proportion of total remuneration of Directors, Supervisors, General Managers, and Vice Presidents paid by the Company to the net profit after tax in the individual or parent company only financial statement

2024 (%) 2023 (%)
The Company 22.29 7.74
Companies in the
Consolidated
Financial Statement		 23.59 9.20

(B) Directors and Supervisors

The remuneration policies are issued in the Articles of Incorporation and approved by the Remuneration Committee and Shareholders’ Meeting.

When the Directors of the Company perform duties for the Company, regardless profit or loss, the Company shall offer remuneration. The Board of Directors is authorized to determine their remuneration which complies with their participation in the Company’s operation and their contribution and taking into consideration of the industry standards. If the Company earns a profit, it shall offer remuneration in accordance with the regulation in Article 19 of the Articles of Incorporation.

(C) General Managers and Vice Presidents

The policies of the remuneration that the Company offers to the General Managers and Vice Presidents are implemented following the Remuneration Guidelines, which are established by the Remuneration Committee. The remuneration of General Managers and Vice Presidents includes base salary and allowance. Bonuses are determined by considering operation performance and future risks.

  • 35 -

2.3 Implementation of Corporate Governance

2.3.1 Operation of Board of Directors

A. There were seven 【 A 】 Board Meetings held in 2024. The attendance status of the Directors is recorded in the following table.

Title Name Attendance
in Person
【B】		 By
Proxy		 Attendance
Rate in Person
(%)【B/A】		 Remarks
Chairman Chih Wen Lee 7 ─ 100.00 ─
Director Hsiu Min Lin 7 ─ 100.00 ─
Director Hsiu Chi Kuo 2 ─ 100.00 ─
Corporate
Director
Representative		 Good Tree
Investment Co.,
Ltd.
Representative:
Hsiu Chi Kuo		 3 2 60.00 Re-election on
June 19, 2024
Director Ling Mo Chao 7 ─ 100.00 ─
Corporate
Director
Representative		 Xing-Da Capital
Corp.
Representative:
Yi Ta Lee		 6 1 85.71 ─
Director Hung Chih Lin 7 ─ 100.00 ─
Director Neng Chun Yu 5 2 71.43 ─
Director Jehng Jer Guan 6 1 85.71 ─
Independent
Director		 Ching Lung Lee 7 ─ 100.00 ─
Independent
Director		 Yau Yuan Wen 7 ─ 100.00 ─
Independent
Director		 Hsin Yu Chou 7 ─ 100.00 ─
Other mentionable items:
1. If any of the following circumstances occur, the dates of the meetings, sessions, contents of motion,
all independent directors’ opinions and the Company’s response should be specified:
(1) Matters referred to in Article 14-3 of the Securities and Exchange Act:
The Company has established Audit Committee. The provisions of Article 14-3 of the Securities
Exchange Act are not applicable. For an explanation of the matters listed in Article 14-5 of the
Securities Exchange Act, please refer to page 40 for the information on operation of Audit
Committee.
(2) Other matters involving objections or expressed reservations by independent directors that were
recorded or stated in writing that requires a resolution by the board of directors: None

  • 36 -

  • If there are directors’ avoidance of motions in conflict of interest, the directors’ names, contents of motion, cause for avoidance, and voting should be specified:

  • (1) On May 6, 2024, during the discussion of nomination and deliberation of candidates for directors, the Independent Directors, Ching Lung Lee recused himself from the discussion and decision-making to avoid conflict of interest. Through the consultation of the chairperson, Chih Wen Lee, all the attending directors agreed to approve the proposal without objection.

  • (2) On May 6, 2024, during the discussion of adjustment to remuneration of directors in 2024, the Vice Chairman, Yi Ta Lee recused himself from the discussion and decision-making to avoid conflict of interest. Through the consultation of the chairperson, Chih Wen Lee, all the attending directors agreed to approve the proposal without objection.

  • (3) On August 7, 2024, during the discussion of remuneration distribution for directors and employees, the Chairman, Chih Wen Lee, the Vice Chairman, Yi Ta Lee, and the Independent Directors, Ching Lung Lee, Yau Yuan Wen, and Hsin Yu Chou recused themselves from the discussion and decision-making to avoid conflict of interest.

  • (4) On August 7, 2024, during the discussion of adjustment to remuneration of managerial officers from July of 2024, the Vice Chairman, Yi Ta Lee, recused himselves from the discussion and decision-making to avoid conflict of interest. Through the consultation of the chairperson, Chih Wen Lee, all the attending directors agreed to approve the proposal without objection.

  • TWSE/TPEx-listed companies are required to disclose the evaluation cycle and period, evaluation scope, evaluation method, and evaluation items of the self (or peer) evaluations conducted by the Board of Directors, and to fill out “Implementation Status of Board Evaluations”: (Please refer to page 38.)

  • Measures are taken to strengthen the functionality of the Board of Directors and implement status in current and recent years. (1) The Board of Directors of the Company held seven Board Meetings in 2024, in accordance with the Rules of Board of Director Meeting stating the regulation of the meeting shall be held in at least once every quarter to make the information known to the public and improve the information transparency.

  • (2) The Company shall announce the relative acts of competent authority, responsibilities, and duties of the members of the Board of Directors and the concept of ethical corporate management.

  • (3) Each Director was invited to actively participate in the course on corporate governance held this year. The course of education training was held in November of 2024. It was attended by Directors as a reference to the implementation of Company policy. Director who cannot participate in that course will attend courses held by other organizations.

  • (4) To improve the information transparency, when holding the Board Meeting, the Company will record the meeting in accordance with the regulation of the Board Meeting, or hold video conference to ensure the information flow is unimpeded.

  • 37 -

B. Implementation Status of Board Evaluation

(A)

(A)
Evaluation Cycle Evaluation Period Evaluation
Scope		 Evaluation
Method		 Evaluation Items
Once a year January 1, 2024
to
December 31, 2024
Board of
Directors,
Individual
Directors,
and
Functional
Committees		 Internal
self-evaluation
by the Board
of Directors
and
self-assessment
by Directors.		 Board performance evaluation:
1. Level of participation in company
operations
2. Improvement of the quality of Board
decisions
3. Board composition and structure
4. Appointment of directors and their
continued advanced study
5. Internal controls
Individual director performance
evaluation:
1. Grasp company targets and missions
2. Understanding of the director's role
and responsibilities
3. Level of participation in company
operations
4. Internal relationship management and
communication
5. Director’s specialty and continued
advanced study
6. Internal controls
Functional committee performance
evaluation:
1. Participation in company operations
2. Understanding of the responsibilities of
functional committees
3. Improvement of the decision-making
quality of functional committees
4. Composition of functional committees
and member selection
5. Internal controls

(B) Evaluation Result

According to Rules for Performance Evaluation of Board of Directors, the performance evaluation results shall serve as reference for selecting or nominating directors.

The 2024 performance evaluation result was presented at the Board Meeting on March 5, 2025. The average scores for the self-evaluation were as follows: 97.30 for the Board, 97.08 for the Board members, 97.90 for the Audit Committee, and 96.84 for the Remuneration Committee.

The Board of Directors and Functional Committees works well. Except for corporate operation, the members could take responsibilities for supervising the compliance with applicable laws and regulations, risk control, etc. The Company will continue to strengthen the Board and committees according to the evaluation result to improve corporate governance.

  • 38 -

2.3.2 Operation of Audit Committee

A. Audit Committee Members

The Audit Committee is composed of three Independent Directors. The Audit Committee is responsible for assisting the Board of Directors to supervise the Company of the implement on reporting procedure for accounting, auditing, finance and the quality and integrity of financial control. The term of the Committee member is from June 19, 2024 to June 18, 2027. The information on Audit Committee members is as follows:

Title Name Professional Qualification and Experience
Independent
Director		 Ching Lung
Lee		 Please refer to page 14, Professional Qualifications of Directors and
Independence Analysis of Independent Director.
Independent
Director		 Yau Yuan Wen
Independent
Director		 Hsin Yu Chou

B. Main duties of the Audit Committee

  1. Adoption and amendment to the internal control system in accordance with the regulation of Article 14-1 of the Securities and Exchange Act.

  2. Assessment of the effectiveness of the internal control system.

  3. Adopt or amend the procedures for material financial or business activities such as acquisition or disposal of assets, derivatives trading, monetary loans to others, or providing endorsement or guarantees for others, pursuant to the regulations of Article 36-1 of the Securities and Exchange Act.

  4. Matters in which a director is an interested party.

  5. Material asset or derivatives transactions.

  6. Material monetary loaning or endorsement, or provision of guarantees.

  7. Public offering, issuance, or private placement of equity-type securities.

  8. Appointment, dismissal, or compensation of certified public accountants.

  9. Appointment and dismissal of chief finance officer, chief accounting officer, or chief internal auditor.

  10. Annual financial statement and Q2 financial statement.

  11. Any other material matters so required by the Company or the competent authorities.

  12. 39 -

C. Information on Operation of Audit Committee

A total of six (A) Audit Committee meetings were held in 2024. The attendance of the independent directors was as follows:

Title Name Attendance
in Person (B)		 By Proxy Attendance Rate
in Person (%)		 Remarks
Independent
Director		 Ching Lung Lee 6 ─ 100.00 ─
Independent
Director		 Yau Yuan Wen 6 ─ 100.00 ─
Independent
Director		 Hsin Yu Chou 6 ─ 100.00 ─
Other mentionable items:
a. If any of the following circumstances occur, the dates of meetings, sessions, contents of
motion, resolutions of the Audit Committee, and the Company’s response to the Audit
Committee’s opinion should be specified.
(a) Matters referred to in Article 14-5 of the Securities and Exchange Act
Date
Session
Motions
Resolutions
of the
Independent
Director
The
Company’s
Response to
the Audit
Committee’s
Opinion
February
20, 2024
The
eighteenth
meeting of
the first
committee
1. Internal Audit Report Presented by Chief
Internal Auditor
2. Internal Audit Report in 2023
Agree
Approved
March 6,
2024
The
nineteenth
meeting of
the first
committee
1. 2023 Business Report and Financial
Statements
2. 2023 Earnings Distribution Table and
Distribution of Cash Dividends
3. Proposal for Issuing New Shares through
Capitalization of Retained Earnings
4. Proposal for Statement of Internal Control
System
5. Report on Acquisition of Other Assets
Agree
Approved
May 6,
2024
The
twentieth
meeting of
the first
committee
1. 2024 Q1 Consolidated Financial
Statements
2. The Contract Extension of Endorsements
and Guarantees for Subsidiary Company
3. Internal Audit Report Presented by Chief
Internal Auditor
Agree
Approved
August 7,
2024
The first
meeting of
the second
committee
1. 2024 Q2 Consolidated Financial
Statements
2. Proposal for Capital Increase and
Reduction of the Subsidiary, CanCap
Pharmaceutical Ltd.
3. Internal Audit Report Presented by Chief
Internal Auditor
Agree
Approved
  • 40 -
1. 2024 Q3 Consolidated Financial
Statements
2. Proposal for Establishing Sustainable
Development Committee
November
6, 2024
The second
meeting of
the second
committee		 3. Establish Rules and Procedures of Risk
Management
4. Establish Operating Procedures for		 Agree Approved
Preparation and Validation of the
Sustainability Report
5. Internal Audit Report Presented by Chief
Internal Auditor
1. Proposal for 2025 Plans for Internal Audit
Implementation
2. Amendment to Internal Control System
3. Proposal for Risk Management and
Response Measures
December
17, 2024
The third
meeting of
the second
committee		 4. The Contract Extension of Endorsements
and Guarantees of the Subsidiary
Company		 Agree Approved
5. Proposal for the Change of CPA of the
Company
6. Appointment of CPA of the Company
7. Internal Audit Report Presented by Chief
Internal Auditor
(b) Other matters which were not approved by the Audit Committee but were approved by
two-thirds or more of all directors: None
b. If there are independent directors’ avoidance of motions in conflict of interest, the directors’
names, contents of motion, cause for avoidance, and voting should be specified: None
c. Communications between the independent directors, the Company's chief internal auditor,
and accountants (e.g., the material items, methods, and results of audits of corporate finance
or operations, etc.)
(a) The Chief Internal Auditor maintains effective communication with independent
directors and may contact them directly when needed. Audit execution, follow-up on
findings, and progress of the annual audit plan are regularly reported to the Audit
Committee and presented at Board meetings.
(b) The Audit Committee of the Company is composed of all Independent Directors. The
CPAs shall communicate with Audit Committee regularly through meeting at least four
times every year, and present the status of the financial audit of the Company and the
result of the audit.
The CPAs shall also report the update of the Accounting Standards, the adoption of new
audit reports for the listed company’s financial statement and initial identification of key
audit matters, etc.
  • 41 -

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

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx
Listed Companies” and Reasons
Yes No Abstract Illustration
1. Does the Company establish and disclose the
Corporate Governance Best-Practice Principles
based on “Corporate Governance Best-Practice
Principles for TWSE/TPEx Listed Companies”?		 The Company established the Corporate Governance
Best-Practice Principles which were approved by the Board of
Directors on March 6, 2024. The principles are disclosed on
Company website for the transparency of information.		 None
2. Shareholding structure and shareholders’ rights
(1) Does the company establish an internal operating
procedure to deal with shareholders’ suggestions,
doubts, disputes, and litigations, and implement
these based on the procedure?
(2) Does the company possess the list of its major
shareholders as well as the ultimate owners of
those shares?
(3) Does the company establish and execute the risk
management and firewall system within its
conglomerate structure?

(1) The Company has established the spokesperson system to
deal with all shareholders’ questions and appointed a stock
transfer agent to represent the Company to meet the demand
of shareholders.
(2) The Company collaborates with Securities & Stock Services
Agent for collecting and updating the information of
Directors, Corporate Managers, and the status of major
shareholders holding more than 5% shares.
(3) The Company has implemented the risk evaluations of the
related company and established an appropriate firewall in
accordance with laws.		 None
  • 42 -
Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx
Listed Companies” and Reasons
Yes No Abstract Illustration
(4) Does the company establish internal rules against
insiders trading with undisclosed information?		 (4) The Company has established “Procedures for Handling
Material Inside Information and Prevention of Insider
Trading” which is suitable for the Company’s Directors,
Managers, and Employees, to set up procedures for
handling material inside information and disclosure system
to avoid inappropriate disclosure of information, also
ensure the consistency and correctness of the information
published by the Company.
3. Composition and Responsibilities of the Board of
Directors
(1) Does the Board develop and implement a
diversified policy for the composition of its
members?
(2) Does the company voluntarily establish other
functional committees in addition to the
Remuneration Committee and the Audit
Committee?		 (1) When the Company establishes the composition of the
Board members, member diversification is considered in
various aspects. The Board members are hired based on
merit. Please refer to “Diversity and Independent of Board
of Directors.” (p.17-p.18)
(2) In addition to establishing Remuneration Committee and
Audit Committee as required by law, the Company also
establishes Board-approved regulations for each committee.
The Company setup an ESG Committee on May 10, 2022,
and it was renamed Sustainable Development Committee
on November 6, 2024 to promote ESG development.		 None
  • 43 -
Evaluation Item Implementation Status Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx
Listed Companies” and Reasons
Yes No Abstract Illustration
(3) Does the company establish a standard to measure
the performance of the Board and implement it
annually, and are performance evaluation results
submitted to the Board of Directors and
referenced when determining the remuneration of
individual directors and nominations for
reelection?
(4) Does the company regularly evaluate the
independence of CPAs?
(3) The Company reviews the effectiveness of the Board
regularly, and periodically enhances the level of corporate
governance. Also, the Company has collaborated with a
competent authority to establish the evaluation methods in
the standard of self-evaluation of the Board in November
2019 and implements the performance evaluation of the
Board and functional committee annually. According to
Rules for Performance Evaluation of Board of Directors,
the performance evaluation results shall serve as reference
for selecting or nominating directors.
The 2024 performance evaluation results were completed
and presented at the Board Meeting on March 5, 2025.
Please refer to page 38 of this annual report for the
evaluation results.
(4) The Company evaluates the independence of the CPA
annually, ensuring that they are not stakeholders such as a
director, shareholder, or person paid by the Company. If
there is an appointed matter that the CPA is interested in or
has stakeholders in it, the CPA shall avoid it and submit the
result to the Board. The Board approved that the CPA, Ya
Quan Zhang and Po Ju Chou still comply with the standard
of the independence evaluation (Table 1) on December 17,
2024, so the appointment continues.
  • 44 -
Evaluation Item Implementation Status Implementation Status Implementation Status Implementation Status Implementation Status Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx
Listed Companies” and Reasons
Yes No Abstract Illustration
4. Does the company appoint a suitable number of
competent personnel and a supervisor responsible
for corporate governance matters (including but not
limited to providing information for directors and
supervisors to perform their functions, assisting
directors and supervisors with compliance,
handling work related to meetings of the board of
directors and the shareholders’ meetings, and
producing minutes of board meetings and
shareholders’ meetings)?		 The Company approved the appointing Yi Mei Lou, the
Assistant General Manager of Chairman Office, as Corporate
Governance Officer on November 8, 2022.
The main duties of Corporate Governance Officer are as
follows:
1. Handle Board and Shareholders’ Meeting matters in
accordance with the law: convene the meeting, provide
agenda and notify the Directors 7 days in advance. Also,
remind Directors about avoidance of motion in conflict of
interest.
2. Prepare Board and Shareholders’ Meeting minutes: complete
the meeting minutes within 20 days after the meeting.
3. Assist Directors in continued training and taking courses:
arrange the courses according to industry characteristic of
the Company and background of Directors.
4. Provide information to Directors for performing their
functions.
In 2024, the training hours of Corporate Governance Officers
and course completed are as follows:
Date
Organization
Course
Training
Hours
Jun.
21,
2024
Taiwan
Corporate
Governance
Association
Legal regulations for
sustainability reports
3 hours
Jul. 5,
2024
Examining the latest trends
in corporate governance
through corporate
governance evaluation
indicators
3 hours		 None
Date Organization Course Training
Hours
Jun.
21,
2024		 Taiwan
Corporate
Governance
Association		 Legal regulations for
sustainability reports		 3 hours
Jul. 5,
2024		 Examining the latest trends
in corporate governance
through corporate
governance evaluation
indicators		 3 hours
  • 45 -
Evaluation Item Implementation Status Implementation Status Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx
Listed Companies” and Reasons
Yes No Abstract Illustration
Nov.
06,
2024		 Case and laws of business
succession		 3 hours
Case study— directors’
responsibilities in financial
statement fraud		 3 hours
5. Does the company establish a communication
channel and build a designated section on its
website for stakeholders (including but not limited
to shareholders, employees, customers, and
suppliers), as well as handle all the issues they care
for in terms of corporate social responsibilities?		 The Company announces financial information and stock affairs
on MOPS and corporate website to establish a communication
channel with investors. The Company’s website has a dedicated
section for stakeholders (e.g. customers, suppliers, public). All
comments may be sent to the Company via e-mail or telephone.		 None
6. Does the company appoint a professional
shareholder service agency to deal with shareholder
affairs?		 The company has appointed “SinoPac Securities Co., Ltd.” for
shareholders’ affairs.		 None
7. Information Disclosure
(1) Does the Company have a corporate website to
disclose both financial standings and the status of
corporate governance?		 (1) The Company website is http://www.sinphar.com.tw, with
an investor relations section where shareholders can easily
find internal policies, financial, stock and corporate
governance related information.		 None
  • 46 -
Evaluation Item Implementation Status Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx
Listed Companies” and Reasons
Yes No Abstract Illustration
(2) Does the company have other information
disclosure channels (e.g. building an English
website, appointing designated people to handle
information collection and disclosure, creating a
spokesperson system, webcasting investor
conferences)?		 (2) The Company has designated a person responsible for
collecting information and disclosing the website. The
website is in Chinese and English to facilitate timely
disclosure of information to stakeholders. The Company
has a spokesperson and a deputy spokesperson
communicating to the public on behalf of the Company as
required by regulation. Relevant materials and video
recordings from institutional investor conferences have
been disclosed on the Company website for investors to
review.
(3) Does the company announce and report annual
financial statements within two months after the
end of each fiscal year, and announce and report
Q1, Q2, and Q3 financial statements, as well as
monthly operation results, before the prescribed
time limit?		 (3) The Company currently reports the financial statement and
monthly operational status in accordance with the date
formulated by the regulation of “Business Matters to be
Handled by Issuers of Listed Securities”. At this time, the
Company has not announced and reported the annual
financial statements nor made announcements before the
prescribed period.
8. Is there any other important information to
facilitate a better understanding of the company’s
corporate governance practices (e.g., including but
not limited to employee rights, employee wellness,
investor relations, supplier relations, rights of
stakeholders, directors’ and supervisors’ training
records, the implementation of risk management
policies and risk evaluation measures, the
implementation of customer relations policies, and
purchasing insurance for directors and		 (1) Employee rights and employee wellness: The Company has
established and announced work rules to meet the relevant
labor acts. Moreover, the Company has established Welfare
Committee and Trade Union to implement employee
benefits programs. For any other relevant information,
please refer to the section on labor relations in this annual
report.
(2) Investor relations, supplier relations, rights of stakeholders:
the Company has built strong long-term relationships with
shareholders and suppliers by providingtimelyinformation.		 None
  • 47 -
Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx
Listed Companies” and Reasons
Yes No Abstract Illustration
supervisors)? (3) Directors’ training status: To ensure corporate governance
implementation, the Company arranges for all Directors to
attend related courses, and also updates Directors of any
changes to relevant regulations. In 2024, each Director
completed courses totaling six training hours, in
compliance with the “Directions for the Implementation of
Continuing Education for Directors and Supervisors of
TWSE-Listed and TPEx-Listed Companies.” The training
status was disclosed on the MOPS.
(4) Purchasing insurance for Directors: The Company has
purchased insurance for all Directors. This gives Directors
and Supervisors the peace of mind to make difficult
decisions in corporate governance and attracts talents to
become a part of the Board.
9. Please explain the improvements which have been made in accordance with the results of the Corporate Governance Evaluation System released by the
Corporate Governance Center, Taiwan Stock Exchange, and provide the priority enhancement measures:
In 2024, the Company continued to disclose further information about corporate governance and sustainable development, and maintain a diverse Board of
Directors, which improved information transparency. In August 2025, the Company will update the ESG report and provide stakeholders with relevant
information for reference. For indicators which the Company did not score, the Company will continue to consider the improvement measures.
  • 48 -

Table 1. The Standard of CPA’s Independence Evaluation

Table 1. The Standard of CPA’s Independence Evaluation
Evaluation Item Result Independent
1 Whether the CPA and their family member have a direct or significant
indirect financial interest relationship with the Company?		 No Yes
2 Whether the CPA has financing or guarantees with the Company or the
Director of the Company?		 No Yes
3 Whether the CPA has a close business relationship and potential
employment relationship with the Company?		 No Yes
4 Whether the CPA and their audit team members have served as Directors,
Managers, or positions that have a significant influence on audit work in the
Companyatpresent or in the last twoyears?		 No Yes
5 The CPA and their audit members have no business relations that have a
significant influence on the independence of the Company’s Directors,
Supervisors, and Managers.		 No Yes
  • 49 -

2.3.4 The Status of Establishing the Remuneration Committee or Nomination Committee

A. The Information on Remuneration Committee Members

March 31, 2025

Criteria
Name
Position		 Criteria
Name
Position		 Professional
Qualification and
Experience		 Independence Status Number of
Other Public
Companies in
Which the
Individual is
Concurrently
Serving as a
Remuneration
Committee
Member
Convener
and
Independent
Director		 Ching
Lung Lee		 1. Please refer to page 16,
relevant content of
“Independence
Analysis of
Independent
Directors”.
2. The Committee
Member, Fu Hsing
Chang is a CPA. He
possesses an extensive
professional
background in
accounting and
industry experience
and currently serves as
an Associate Professor
in the Department of
Accounting
Information at the
Chihlee University of
Technology.		 (1) Not an employee of the company or any of
its affiliates.
(2) Not a director or supervisor of the
company or any of its affiliates.
(3) Not a shareholder who holds shares,
together with those held by the person's
spouse, minor children, or held by the
person under others' names, in an aggregate
of one percent or more of the total number
of issued shares of the company or ranking
in the top 10 in holdings.
(4) Not a spouse, relative within the second
degree of kinship, or lineal relative within
the third degree of kinship, of a managerial
officer under subparagraph 1 or any of the
persons in the preceding two
subparagraphs.
(5) Not a director, supervisor, or employee of a
corporate shareholder that directly holds
five percent or more of the total number of
issued shares of the company, that ranks
among the top five in shareholdings, or that
designates its representative to serve as a
director or supervisor of the company
under Article 27, paragraph 1 or 2 of the
Company Act.
(6) If a majority of the company's director
seats or voting shares and those of any
other company are controlled by the same
person: not a director, supervisor, or
employee of that other company.
(7) If the chairperson, general manager, or
person holding an equivalent position of
the company and a person in any of those
positions at another company or institution
are the same person or are spouses: not a
director (or governor), supervisor, or
employee of that other company or
institution.
(8) Not a director, supervisor, officer, or
shareholder holding five percent or more of
the shares,of a specified companyor		 2
Independent
Director		 Yau Yuan
Wen		 1
Member Fu Hsing
Chang		 3
  • 50 -

institution that has a financial or business relationship with the company.

  • (9) Not a professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides auditing services to the company or any affiliate of the company, or that provides commercial, legal, financial, accounting or related services to the company or any affiliate of the company for which the provider in the past 2 years has received cumulative compensation exceeding NT$500,000, or a spouse thereof; provided.

(10) Not being a person who is a spouse or within the second degree of kinship with other directors.

  • B. Operation of the Remuneration Committee

  • (A) There are 3 members on the Remuneration Committee.

  • (B) Current Term: From June 28, 2024 to June 27, 2027.

  • (C) Attendance Status

A total of four Remuneration Committee meetings were held in the most recent fiscal year and the average attendance rate is 91.67%. The qualifications and attendance record of the Remuneration Committee members are as follows:

Title Name Attendance in
Person (B)		 By Proxy Attendance Rate in
Person (%) (B/A)		 Remarks
Convener Ching Lung
Lee		 4 – 100.00 –
Member Yau Yaun
Wen		 4 – 100.00 –
Member Fu Hsing
Chang		 3 1 75.00 –
The Duties of Remuneration Committee:
The Committee shall fulfill the following obligations and report the suggestions to the Board.
1. Establish and periodically review the performance evaluation and remuneration policies,
system, standards, and structure for directors and managerial officers.
2. Periodically evaluate and establish the remuneration for directors and managerial officers.
The Operational Status of the Remuneration Committee:
The information on meetings and motions of the Remuneration Committee are as follows:
  • 51 -
Remuneration
Committee
Motions		 Resolutions The Company’s Response
to the Remuneration
Committee’s Opinion
The eighth
meeting of
the fifth
Committee
on
March 06,
2024		 Proposal for Performance Evaluation of the Board of
Directors in 2023		 Approved by
all committee
members		 Approved by all
attending Directors
Remuneration Distribution for Employees and Directors
in 2023
Remuneration for Directors and Employees in 2024
The ninth
meeting of
the fifth
Committee
on
May 06,
2024		 Adjustment to Remuneration of Directors in 2024 Approved by
all committee
members		 Approved by all
attending Directors
Amendment to the Rules of Managerial Officers
Pension
The first
meeting of
the sixth
Committee
on
August 7,
2024		 Remuneration Distribution for Directors in 2023 Approved by
all committee
members		 Approved by all
attending Directors
Remuneration Distribution for Employees in 2023
Adjustment to Remuneration of Managerial Officers
from July of 2024
The
second
meeting of
the sixth
Committee
on
December
17, 2024		 Distribution of Year-end Bonus for Insiders in 2024 Approved by
all committee
members		 Approved by all
attending Directors
Adjustment to Remuneration of Insiders in 2025

C. Operation of the Nomination Committee:

The Company does not establish nomination committee.

  • 52 -

2.3.5 Implementation Status of Sustainable Development and Deviations from the “Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies”

TWSE/TPEx Listed Companies”
Implementation Item Implementation Status Deviations from
“Sustainable
Development Best
Practice Principles
for TWSE/TPEx
Listed Companies”
and Reasons
Yes No Abstract Illustration
1. Does the company let the Board authorize
and direct executive-level positions to take
charge of setting up the structure of
implementing sustainable development and
establishing an exclusively (or concurrently)
dedicated unit?		 1. The Company’s Board of Directors serves as the highest
decision-making body for sustainability-related matters, focusing on
ESG compliance in accordance to relevant laws and regulations and
the Company’s development strategies. On May 10, 2022, the Board
established the “ESG Committee” and it was renamed Sustainable
Development Committee on November 6, 2024, which is chaired by
the Vice Chairman and composed of senior executives from various
departments to draft policies and set goals aligned with regulations.
The committee reports regularly to the Board. A Sustainable
Development Office was set up under the committee to coordinate
objectives and promote related strategies and plans.
2. Sustainable Development Committee functions to coordinate and
integrate resources, and facilitate communication across various
departments through Sustainable Development Office. The
Committee holds quarterly meetings and establishes five working
teams－corporate governance, environmental sustainability, social
engagement, risk management, and information disclosure, to identify
sustainability issues, formulate corresponding strategies and
management guidelines, plans, and actions. It also monitors execution
progress andperformance to ensure the effective implementation of		 None
  • 53 -
Implementation Item Implementation Status Implementation Status Implementation Status Deviations from
“Sustainable
Development Best
Practice Principles
for TWSE/TPEx
Listed Companies”
and Reasons
Yes No Abstract Illustration
the Company’s sustainability strategies.
3. Sustainable Development Committee reported to the Board on
December 17, 2024, the motions are as follows:
(1) Progress Report on Greenhouse Gas Inventory and Verification
(2) Sustainability Topics and Stakeholder Reports
4. Board regularly reviews sustainability strategies and implementation;
provides recommendations as needed.
2. Does the company assess ESG risks
associated with its operations based on the
principle of materiality, and establish related
risk management policies or strategies?		 1. Each subsidiary company must abide by the applicable laws of
registered location. Because the Company is the largest company by
revenue amongst all related companies, so risk assessment policies
and strategies will be mainly about the Company.
2. The Company applies the principle of materiality to analyze industry
trends and sustainability issues of concern, engages with internal and
external stakeholders, identifies material ESG issues, and formulates
risk management policies and concrete action plans to effectively
oversee and mitigate related risks.
3. The illustration of risks and strategies after evaluation is as below:
Significant
Issue
Risk
Evaluation
Item
Illustration
Environment Environmental
Impact and
1. The Company abides by environmental
regulations and ISO-14001:2015 standards		 None
Significant
Issue		 Risk
Evaluation
Item		 Illustration
Environment Environmental
Impact and		 1. The Company abides by environmental
regulations and ISO-14001:2015 standards
  • 54 -
Implementation Item Implementation Status Implementation Status Implementation Status Deviations from
“Sustainable
Development Best
Practice Principles
for TWSE/TPEx
Listed Companies”
and Reasons
Yes No Abstract Illustration
Management in environmental protection and
sustainability.
2. The Company implemented ISO-50001 to
reduce carbon gas and green house gas
emission, monitor water consumption,
reduce waste and recycle, schedule regular
maintenance of boiler to lessen
environmental impact.
3. The Company has wastewater treatment
facilities and water management system to
prevent contaminants from entering into
water, air and soil.
Society Occupational
Safety		 In compliance with relevant occupational
safety and health regulations and the
ISO-45001. Fire drills and occupational
safety training are conducted annually to
strengthen employees’ emergency response
and self-management capabilities.
Corporate
Governance		 Law
Compliance		 1. The Company monitors the formulation
and amendment of laws and regulations
related to the industry and its operations,
and takes necessaryresponse measures
  • 55 -
Implementation Item Implementation Status Implementation Status Implementation Status Deviations from
“Sustainable
Development Best
Practice Principles
for TWSE/TPEx
Listed Companies”
and Reasons
Yes No Abstract Illustration
accordingly.
2. The Company implements training and
awareness programs on relevant laws and
regulations to ensure full compliance by all
personnel and operations.
3. The Company applies for patent protection
for all products developed by the Company.
Ethical
Corporate
Management		 The Company complies with relevant laws
and regulations and has established a Code of
Business Integrity to ensure honest and
ethical management. Internal and external
reporting channels are set up to prevent
illegal and unethical behaviors.
Supply Chain
Management		 1. The Company continuously ensures supply
chain stability and compliance through
supplier selection, evaluation, and on-site
audits.
2. The Company continuously ensures supply
chain stability and compliance through
supplier selection, evaluation, and on-site
audits.
  • 56 -
Implementation Item Implementation Status Implementation Status Deviations from
“Sustainable
Development Best
Practice Principles
for TWSE/TPEx
Listed Companies”
and Reasons
Yes No Abstract Illustration
Marketing and
Labeling		 The Company establishes the review
procedures of products layout and setup
Regulatory Affairs in Products Department to
ensure labeling and administration comply
with laws and regulations.
3. Environmental Issues
(1) Does the company establish proper
environmental management systems based
on the characteristics of its industries?		 The Company established an environmental management system
according to ISO 14001:2015 and certified by a third party, the Taiwan
Branch of BSI. The certificate is valid from January 20, 2023 to January
19, 2026.		 None
(2) Does the company endeavor to utilize all
resources more efficiently and use
renewable materials which have a low
impact on the environment?		 In 2024, specific energy consumption (1,894 KLOE) increased by
10.42% compared to 2023 (2,064 KLOE). The decrease in specific
energy consumption was due to more products produced in each unit of
manufacturing energy. Compared with 2023, the refurbishment of
production lines was completed in 2024, resulting smooth production
scheduling and improve productive capacity.
The Company will continue to monitor and make efforts to achieve the
goal. The goal for the next five years (2022-2026) is to decrease energy
consumption by 5% from 2021 to 2026.
In 2025,The Companyimplements theplan of air conditioner and		 None
  • 57 -
Implementation Item Implementation Status Deviations from
“Sustainable
Development Best
Practice Principles
for TWSE/TPEx
Listed Companies”
and Reasons
Yes No Abstract Illustration
inefficient chiller system improvement, including replacing inefficient
chiller, installing variable-frequency drive, sensor, heat recovery system
on AC system, and integrating control system, setup fast dashboard
player to monitor electricity consumption and carbon emissions, aiming
to reduce energy consumption and electricity demand.
(3) Does the company evaluate the potential
risks and opportunities in climate change
with regard to the present and future of its
business, and take appropriate action to
counter climate change issues?		 1. Sustainable Development Committee is in charge of climate change
management and is chaired by the Vice Chairman of the Company.
The Committee will be responsible for managing and supervising
climate change risk management.
2. Considering using the TCFD structure published by FSB as reference
and considering the allocation of Company resources and
industry-specific characteristics, the Company plans to focus on two
major risks: environmental regulations and the increase in the cost of
raw materials.
3. Controls for two major risks are: abide by and research relevant
environmental regulations, invest in new equipment and
production process, and produce certain raw materials, etc.		 None
  • 58 -

(4) Does the company take inventory of its greenhouse gas emissions, water

consumption, and the total weight of waste in the last two years, and implement policies on greenhouse gas reduction, water reduction, or waste management?

Greenhouse gas emission in the past two years: None
Year
2023
2024
Item
(Unit)
Emission
(tons
Co2e)
Intensity
(tons CO₂e /
revenue in
NTD million)
Emission
(tons
Co2e)
Intensity
(tons CO₂e /
revenue in
NTD million)
Scope 1
1,184.54
1,296.68
Scope 2
8,558.58
9,124.74
Scope 3
NA
NA
Total
9,743.11
3.586
10,421.42
3.643
Greenhouse gas emission reduction policy:
To reduce electricity consumption, the Company improved high
energy-consuming equipment by replacing outdated and
power-intensive chiller with grade 1 energy label or above. Variable
frequency drives were also installed on pumps. These measures aim to
reduce greenhouse gas emission and conserve energy.
In 2024, the expansion of two new production areas required an increase
in chilled water system capacity, which drove significant growth in
electricity demand and caused the rise in greenhouse gas emission.
Water consumption in the past two years:
Water Consumption
Water Intensity
Year
(tons)
(tons /
revenue in NTD millions)
2023
133,022
48.955
2024
179,591
62.787
  • 59 -

Water conservation policy:

In compliance with PIC/s regulations, the Company promotes process optimization to reduce water consumption. The Company plans to reduce water consumption by 10% and improve water recycling rates to 10% by 2025. By 2030, the Company aims to achieve sustainable water resource management and optimize water efficiency in production processes.

The increase in water consumption and intensity in 2024 was mainly due to the expansion of two new production areas.

Waste output in the past two years:

Year Hazardous
Wastes (tons)		 Non-hazardous
Wastes (tons)		 Waste Intensity
(tons / revenue in NTD
millions)
2023 15.65 212.63 0.084
2024 43 189.42 0.081

Waste reduction policy:

  • A. The laboratory continues to promote appropriate batch testing and solvent recycling to reduce the output of hazardous waste. Classification and control banding is adopted to ensure that hazardous waste is managed and disposed properly.

  • B. The Company continues to implementation of continuous process to reduce scarp rate and achieve waste reduction targets.

  • With eco-efficiency and sustainable consumption in mind, the Company engages in the business operations, R&D, and production, in accordance with the following goals:

  • (1) Reduce the resource and energy consumption of products and

  • 60 -

services.
(2) Reduce the emission of pollutants, toxic substances, and waste,
and dispose of waste in accordance with the laws.
(3) Increase the recyclability and reusability of raw materials or
products.
(4) Increase durability of products.
(5) Increase the efficacy of products and services.
2. The Company has wastewater treatment facilities and water
management system to prevent contaminants from entering into
water,air and soil.
4. Social Issues
(1) Does the company formulate appropriate
management policies and procedures
according to relevant regulations and the
International Bill of Human Rights?		 1. The Company and its subsidiaries comply with the relevant
regulations of their respective operational locations, and refer to the
“Universal Declaration of Human Rights”, and “Declaration of
Fundamental Principles and Rights at Work” to create a safe and fair
work place and to protect employees’ right.
2. Examples of proposal are summarized below:
(1) The Company is unionized by law. A labor-management is
convened every three months, or sooner as needed.
(2) Establish “Measures of Prevention, Correction, Complaint and
Punishment of Sexual Harassment” and “Committee Against
Sexual Harassment” to provide a harassment free workplace.
(3) The Company set up SA8000-certificted J1-01 “Corporate Social
Responsibility Code of Conduct” to ensure occupational safety,
safeguard health of employees, and promote gender equality. The
Company regularly schedules training on this subject for 775
people completed, totaling 235.2 hours in 2024.		 None
  • 61 -
(2) Does the company have reasonable
employee benefits measures (including
salaries, leave, and other benefits), and do
business performance or results reflect on
employee salaries?		 1. According to the Articles of Incorporation, when the Company has
profit in a fiscal year, the Company shall distribute 2% to 8% of the
current year's profit as employee remuneration. Employee benefits
include: year-end bonus, holiday bonus, transportation allowance,
travel subsidy, wedding and maternity cash gift, scholarship, gift or
gift certificate for festivals.
2. Diversity and Equality in the Workplace:
In 2024, 43.30% management positions were held by women.
Moreover, the Company established gender-neutral restrooms to
promote gender equality and diversity.
3. The Company provides health check every year to protect employees’
health.
4. Organize employee welfare committee and labor union to improve
labor-management relations and reach win-win situation.		 None
(3) Does the company provide a healthy and
safe working environment and organize
training on health and safety for its
employees on a regular basis?		 1. The Company established the Occupational Safety and Health
Management System according to ISO 45001 and the sustainable
verification by a third party, the Subsidiary in Taiwan of BSI. The
certificate is valid from February 10, 2024 to February 10, 2027.
2. The Company targets possible occupational safety and health
problems from working in the factory to provide effective solutions,
and continues to educate employees on the importance of
occupational safety and occupational hazard prevention.
3. The Company establishes and manages measurable target of
occupational safety and health, and expands to include products and
services related to occupational safety and health.
4. Working Environment Monitoring
Toprevent harm caused byworkplace hazardous materials and		 None
  • 62 -
provide a safe and healthy environment, the Company conducts
environment monitoring in the workplace twice a year.
5. In 2024, there were 4 occupational injury incidents involving 4
people, accounting for 0.5% of total employees. Each case happened
due to unintentional error. The Company has reviewed and revised
relevant operating procedures, and employee training has been
conducted to prevent recurrence of the incidents.
6. To ensure workplace safety, the Company establishes relevant
regulation for emergency preparedness and response. The emergency
drill is held annually and fire safety training is held semiannually. In
2024, 69 people completed fire drill totaling 8 hours.
In 2024, there is no fire incident. Countermeasures or improvements
preventing fire incidents are as follows:
Fire alarm system: Current systems are older models and difficult to
integrate. The Company will purchase r-type fire alarm control panel
to integrate the fire alarm systems for the entire plant.
7. Occupational health nurse arranges for diplomate in occupational
medicine to provide occupational health services and conduct “Four
Major Plans for Occupational Health” in the factory.
(4) Does the company provide its employees
with career development and training
sessions?		 1. The Company has a comprehensive career training system for all
employees, including new employee training, professional training,
managerial training, and annual team building camps, etc. Employees
are encouraged to enroll in continuing education and learn about
Company’s core values.
1,573 people completed career training in 2024 totaling 2,716.9
hours.
2. During the annual performance meeting, the supervisor will work
with the employee to set upapersonalized annual developmentplan.		 None
  • 63 -
The plan may be adjusted through regular feedbacks to achieve
optimal results.
(5) Do the company’s products and services
comply with relevant laws and international
standards in relation to customer health and
safety, customer privacy and marketing and
labeling of products and services, and are
relevant consumer protection and grievance
procedure policies implemented?		 1. Product labels are printed and affixed on a product in compliance with
the international and Taiwan’s regulations and acts such as the PIC/S
GMP Guide to Good Manufacturing Practice for Medicinal Products,
Pharmaceutical Inspection Convention and Co-operation Scheme, ISO
22000 food safety management system, Halal Assurance Management
System, certification of GMP for cosmetics and health supplements,
also, accepts the authentication of the international organization
regularly.
2. The Company provides customers with multiple communication
channels and has established a comprehensive complaint handling
procedure. Annual customer satisfaction surveys are conducted to
assess service quality and identify areas for improvement. Under a
robust privacy protection framework, the Company has received no
reports of customer privacy breaches or data loss.		 None
(6) Does the company implement supplier
management policies, requiring suppliers to
observe relevant regulations on
environmental protection, occupational
safety and health or labor and human rights?
If so, describe the results.		 1. Supplier management policy set out the requirements for quality of
product and service, delivery date, and pricing. Suppliers need to
comply with environmental protection, safety and health
requirements. The Company and suppliers work together to enhance
corporate social responsibility and create a partnership for sustainable
development.
2. Actual implementation:
(1) The Company evaluates a new supplier, based on product quality,
financial situation, pricing, health and safety, and environmental
protection. The ones who passed the evaluation.
(2) The Company requires that the approved suppliers are surveyed
annuallyto ensure compliancewith environmentalprotection,		 None
  • 64 -
health and safety, human rights and related regulations.
(3) The Company re-evaluates suppliers semiannually in accordance
with supplier management policy. Each supplier is assigned a
score, and based on the score, the supplier may be rewarded
5. Does the company reference internationally
accepted reporting standards or guidelines,
and prepare reports that disclose
non-financial information of the company,
such as sustainable development reports? Do
the reports above obtain assurance from a
third-party verification unit?		 1. In line with the policies of the competent authority, the Company will
upload its Sustainability Report this year, prepared with reference to
the Global Reporting Initiative (GRI) Standards.
2. The aforementioned report has not been assured by an independent
third-party verification body.		 None
6. Describe the difference, if any, between actual practice and the sustainable development principles, if the company has implemented such principles based
on the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies
The Company abides by all relevant regulations, and setup Sustainable Development Committee responsible for sustainable development matters on May
10, 2022, and it was renamed Sustainable Development Committee on November 6, 2024. The Company manages economic, environmental, and social
risks and impacts, and implements corresponding action plans in accordance with “Corporate Governance Best Practice Principles for TWSE/TPEx Listed
Companies, therefore, the Company did not prepare additional guidelines.
7. Other useful information for realizing the implementation status of sustainable development practice
1. Long term sponsor for Yilan High School and Shunan Junior High School football team and the symphonic band at Dongshan Elementary School. In
addition to providing nutritional products, the Company sponsors instruments and awards.
2. The Company adopted the street lights of Zhongshan Village and Wanshan Village in Dongshan Township, Yilan County, Wanshan Historic Site
Association, and the holiday events of Zhongshan, Wanshan, and Babau Villiage. The Company also adopted Renshan trails, together with Sinphar Health
Area and Jhong Shan Agriculture Leisure Area become a tourist attraction.
3. Since 2013, the Company sponsors every year the events of ghost grappling, Lanyang Mazu Cultural Festival and the Mazu Pilgrimage to support
traditional festival.
4. Donate NTD 5 million over 5 years to Kaohsiung Medical University for students in need of financial assistance. Every year, the Company provides
scholarship for outstanding School of Pharmacy graduates from Kaohsiung Medical University.

  • 65 -

  • The Company is dedicated to caring for society and promoting health education on disease prevention by providing long-term sponsorship to various organizations, including Taiwan Breast Cancer Foundation, Cancer Prevention and Treatment Foundation, Yilan County Dementia Care Services Association, Spinal Cord Injury Foundation, Taiwan Yilan Association of Diabetes Supporters, Youngsun Education Foundation, and The KMU Pharmacy Alumni Foundation for Culture and Education.

  • Since 2015, all 1300 Sinphar Counters across Taiwan participate in the Dementia Friendly Store network developed by Taiwan Alzheimer’s Disease Association. When in contact with a lost elderly person, a Sinphar Counter member will proactively contact his/her family member or take him/her to a police station.

  • The Company participated in anti-drugs charitable activities to help raise public awareness on drug abuse and drug abuse prevention.

  • The Company donated to the Taiwan Oncology Society for cancer research and international cooperation in clinical treatment.

  • The Company sponsored medicine for the free clinics setup by Hualian Oral Hygiene Medical Service Corps of the Department of Dentistry of National Yang-Ming University and Penghu Medical and Social Service Corps of Taipei Medical University and Green Cross Medical Service Corps.

  • The Company sponsored National Taipei University International Volunteer Corps with medicine for free health care service in Nepal, free health care service in Nan’ao Township, and nutritional supplements to underprivileged indigenous people.

  • The Company sponsored Yilan county sports teams with nutritional supplements and donated NT$4 million to Yilan Sports Education Foundation.

  • The Company and Yilan County Government jointly organize annual “Sinphar Yilan Marathon” with a sponsorship of NT$8 million. Our goal is to jointly promote Yilan by integrating sports and tourism. Additionally, we have participated in hosting local marathons in Sanxing, Dongshan, and Jiaoxi, aiming to establish running events as a signature sport in Yilan.

  • The Company is a long-term participant in the Yilan Green Expo, Children’s Folklore & Folkgame Festival held by the Yilan County government, and advocates for ecological conservation, sustainable future, and building a better environment for future generations.

  • Provide internship for students from Kaohsiung Medical University, Taipei Medical University, National Defense Medical Center, China Medical University, Chia Nan University of Pharmacy & Science, National Ilan University, National Dong Hwa University, National Taiwan Ocean University, Yuanpei University of Medical Technology and National Chung Hsing University. Also provide scholarship for National Defense Medical Center.

  • From 2020, the Company sponsored the Outstanding Award for Taitung Geng Yuan Cup Junior Baseball League.

  • In 2020, the Company set up a “Chiang Ku” Cultural Park, and signed a MOU with Yilan County Government to promote “Chiang Ku”.

  • The Company and Yilan County Dementia Care Services Association jointly organized the event to care for dementia.

  • The Company provided immediate donations and support to the rescue operations for the Turkey earthquake in 2023, the Noto earthquake

  • 66 -

and Hualien earthquake in 2024.

  1. Utilizing internal company resources to establish industry-academia collaboration with universities, not only facilitating exchanges between technology personnel but also donating various machines and instruments to Kaohsiung Medical University, National Defense Medical Center, and National Ilan University for the expansion or upgrade of teaching equipment, aiming to achieve mutual benefits for both industry and academia.

  2. 67 -

2.3.6 Climate-related Information for TWSE/TPEx-Listed Companies

A. Implementation Status of Climate-related Information

A. Implementation Status of Climate-related Information
Items Implementation Status
1. Describe the Board of Directors’ and management’s
oversight and governance of climate-related risks and
opportunities.		 The Board established the Sustainable Development Committee, which is chaired by the Vice
Chairman of the Company. The Committee is responsible for establishing sustainability policies,
goals, and action plans, and regularly reports progress and status on climate-related issues to the
Board of Director. Under the Committee, the Sustainable Development Office and working
teams are established to evaluate climate-related risks and opportunities, strengthen and
supervise the implementation of climate-related issues and ensure all operations comply with
environmental regulations, and steadily manage business operations toward corporate sustainable
developmentgoals.
2. Describe how the identified climate risks and opportunities
affect business, strategies, and finances of the Company (in
short, mid, long-term).		 Considering the industry-specific characteristics and allocation of Company resources, the
Company plans to focus on: renewable energy related regulations, carbon fee, and imported raw
materials.
Period
Risks
Description
Impact
Implementation Status
Short-
term
Renewable
Energy
Development
Act
The power user who has
signed electricity
consumption agreements
with the electricity
retailing utility enterprise,
the chartered capacity of
no less than 5,000 kW,
shall install on their own or
provide space to install
renewable energy power
generation and storage
facilities or purchase
electricity generated from
renewable energy and a
certificate.
Increased
operating
costs
The chartered capacity of the
Company is 3,000 kW.
Although the capacity does
not exceed the quota, the
Company will continue to
assess the installations of
renewable energy devices.
Period Risks Description Impact Implementation Status
Short-
term		 Renewable
Energy
Development
Act		 The power user who has
signed electricity
consumption agreements
with the electricity
retailing utility enterprise,
the chartered capacity of
no less than 5,000 kW,
shall install on their own or
provide space to install
renewable energy power
generation and storage
facilities or purchase
electricity generated from
renewable energy and a
certificate.		 Increased
operating
costs		 The chartered capacity of the
Company is 3,000 kW.
Although the capacity does
not exceed the quota, the
Company will continue to
assess the installations of
renewable energy devices.
  • 68 -
Mid-
term		 Carbon fee In accordance with Climate
Change Response Act, the
government plans to
impose carbon fees in
stages. The fees will be
levied if such enterprises’
greenhouse gas emissions
exceed allowances.		 Increase
operating
costs		 To achieve the goals of
greenhouse gas reduction and
GHG net-zero emission by
2050, the Company will
continue to assess the
installations of renewable
energy devices such as
photovoltaic facilities.
Mid-
term		 Imported raw
materials		 Due to international
situation, climate change,
and the increase in
transportation expenses,
these elements may cause
supplier production
capacity reduction and the
increase of shipping time
and transportation cost,
even the delayed delivery
date and raw materials
shortage.		 Increase
operating
costs		 The Company absorbs part of
the cost while a portion of the
cost will be reflected in the
products’ selling price.
3. Describe the financial impact of extreme weather events
and transformative actions.		 Please refer to item 2 and 5.
4. Describe how climate risks identification, assessment, and
management processes are integrated into the overall risk
management system.		 The group has a vertical risk management process based on the levels and unit functions of
various risk issues. From the group, business unit, the legal representative to the plants, based on
risk issues and impacts, the group has established complete climate-related risk management
procedures to maintain operation stability.
5. If scenario analysis is used to assess resilience to climate
change risks, the scenarios, parameters, assumptions,
analysis factors and major financial impacts used should be
described.		 Data from TCCIP show that under the A1B scenario where the degree of warming is close to
RCP6.0, the number of extreme high temperature days and temperatures are likely to increase.
Although the extreme heat may cause power shortages, the Company has uninterruptible power
system and data backup/recovery measures to avoid operational risks.
  • 69 -
6. If there is a transition plan for managing climate-related
risks, describe the content of the plan, and the indicators
and targets used to identify and manage physical risks and
transition risks.		 Complying with the goal of GHG net-zero emission by 2050 and the sustainable development
roadmap announced by FSC, the Company assesses the operational and financial impact of
extreme weather events by identifying climate risks and opportunities. According to the results,
the Company plans to manage climate-related measures, implement actions of energy saving and
carbon reduction, and introduce climate-related international standards. To achieve the goal of
becoming a green supply chain, the Company will invest manpower, material resources, and
funds according to the schedule of the transition plan.
7. If internal carbon pricing is used as a planning tool, the
basis for setting the price should be stated.		 The group has not plan to introduce internal carbon pricing yet.
8. If climate-related targets have been set, the activities
covered, the scope of greenhouse gas emissions, the
planning horizon, and the progress achieved each year
should be specified. If carbon credits or renewable
energy certificates (RECs) are used to achieve relevant
targets, the source and quantity of carbon credits or RECs
to be offset should be specified.		 The paid-in capital of the Company is under NTD 5 billion. Complying with the sustainable
development roadmap implemented by FSC, the Company will disclose greenhouse gas
inventory information and assurance status according to schedule.
The Company completed the planning horizon for internal verification process of greenhouse gas
inventory in fourth quarter of 2024, and reported it to the Board on December 17, 2024. The
Company will continue to monitor and verify progress, report the implementation status to the
Board quarterly, and set carbon reduction targets, strategy, and concrete action plan.
9. Greenhouse gas inventory and assurance status and
reduction targets, strategy, and concrete action plan.		 Not applicable.
  • 70 -

2.3.7 Fulfillment of Ethical Corporate Management and Deviations from the “Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies”

TWSE/TPEx Listed Companies”
Evaluation Item Implementation Status Deviations from the
“Ethical Corporate
Management Best
Practice Principles for
TWSE/TPEx Listed
Companies” and
Reasons
Yes No Abstract Illustration
1. Establishment of ethical corporate management policies and
programs
(1) Does the company have a Board-approved ethical corporate
management policy and state in its regulations and external
correspondence the ethical corporate management policy
and practices, as well as the active commitment of the Board
of Directors and management towards enforcement of such
policy?
(2) Does the Company have mechanisms in place to assess the
risk of unethical conduct, and perform regular analysis and
assessment of business activities with higher risk of
unethical conduct within the scope of business? Does the
company implement programs to prevent unethical conduct
based on the above and ensure the programs cover at least
the matters described in Paragraph 2, Article 7 of the Ethical
Corporate Management Best Practice Principles for
TWSE/TPEx Listed Companies?
(3) Does the company provide the operating procedures, code
of conduct, disciplinary actions, and appeal procedures in
the programs above effectively and perform regular reviews
and amendments?

(1) The Company follows the Company Act, Securities and
Exchange Act, related regulations for TWSE/TPEx-Listed
Companies, and commercial acts to implement the basis of
ethical corporate management.
(2) The Company established “Ethical Corporate
Management Best Practice Principles” in March 2015, and
announced them on the company website as a sign of
commitment by the Board and management.
(3) The Company requires that the Directors, Managers, and
employees avoid unethical conduct and not offer and/or
accept bribes. Ensure that Company’s interests are put
before employee’s own interests.The Company offers		 None
  • 71 -
Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from the
“Ethical Corporate
Management Best
Practice Principles for
TWSE/TPEx Listed
Companies” and
Reasons
Yes No Abstract Illustration
several channels to report unethical conducts to regulatory
affairs or management unit.
2. Fulfill operations integrity policy
(1) Does the company evaluate business partners’ ethical
records and include ethics-related clauses in business
contracts?
(2) Does the company have a unit responsible for ethical
corporate management on a full-time basis under the Board
of Directors which reports the ethical corporate
management policy and programs against unethical conduct
regularly (at least once a year) to the Board of Directors
while overseeing such operations?
(3) Does the company establish policies to prevent conflicts of
interest and provide appropriate communication channels,
and implement them?
(4) Does the company have effective accounting and internal
control systems in place to implement ethical corporate
management? Does the internal audit unit follow the results
of unethical conduct risk assessments and devise audit plans
to audit the systems accordingly to prevent unethical
conduct,or hire outside accountants toperform the audits?


(1) The Company conducts business activities fairly and
equitably and considers the legality of business partners.
(2) Chairman Office is responsible for supervising the
implementation of ethical corporate management policy
and periodically reports to the Board of its findings.
(3) Ethical corporate management is of the foremost
importance to the Company. All employees are required
to follow relevant laws and code of ethics when
conducting business
(4) To protect investors’ interests, the Company has
established internal control system, internal audit system,
and management practices which internal auditors use as
guidelines to verify implementation, and report to the
Board and Audit Committee.		 None
None
None
None
  • 72 -
Evaluation Item Implementation Status Deviations from the
“Ethical Corporate
Management Best
Practice Principles for
TWSE/TPEx Listed
Companies” and
Reasons
Yes No Abstract Illustration
(5) Does the company regularly hold an internal and external
educational training on operational integrity?		 (5) The Company announces the importance of operational
integrity semiannually during monthly employee
meetings. This 10-15 minutes announcement takes place
two times in Taipei with 170 attendees each time and
twice in Yilan with 210 people in attendance each time.		 None
3. Operation of the integrity channel
(1) Does the company establish both a reward/punishment
system and an integrity hotline? Can the accused be reached
by an appropriate person for a follow-up?
(2) Does the company have in place standard operating
procedures for investigating accusation cases, as well as
follow-up actions and relevant post-investigation
confidentiality measures?
(3) Does the company provide proper whistleblower protection?
(1) The person (“the Coordinator”) receiving an integrity
violation report will keep confidential the content of the
report and the identity of the person filing the report. The
report is sent by the Coordinator directly to the Chairman
Office by email, through company’s website or by post.
The Coordinator shall provide specific information for
follow-up.
(2) The Company will establish the standard for investigating
an integrity violation report and ensure relevant
confidentiality measures, and ensure that the person that
files the report will be protected against retaliatory action.
(3) The Company has whistleblower protection policy.		 None
It will be
implemented as
needed.
None
  • 73 -
Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from the
“Ethical Corporate
Management Best
Practice Principles for
TWSE/TPEx Listed
Companies” and
Reasons
Yes No Abstract Illustration
4. Strengthening information disclosure
(1) Does the company disclose its ethical corporate
management policies and the results of its implementation
on the company’s website and MOPS?		 The Company discloses its ethical corporate management
policies in the investor relations section of the website
http://www.sinphar.com.tw. The public can also search
MOPS for information on ethical corporate management of
the Company.		 None
5. If the company has established ethical corporate management policies based on the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx
Listed Companies, please describe any discrepancy between the policies and their implementation: None.
6. Other important information to facilitate a better understanding of the company’s ethical corporate management policies (e.g., review and amend its policies).
(1) To implement the basics of ethical corporate management policies, the Company operates under the Company Act, Securities and Exchange Act,
Businesses Entity Accounting Act, related regulations for TWSE/TPEx Listed Companies, and other laws and decrees concerning business transaction.
(2) The Company has set up the “Management Procedures for Preventing Insider Trading”, which specifies that directors, supervisors, managers, and
employees are not allowed to reveal inside information to others or to inquire about non-public information that is irrelevant to his/her business scope.

2.3.8 Other Important Information Regarding Corporate Governance

MOPS and Company’s website

  • 74 -

2.3.9 Internal Control System Execution Status

  • A. Statement of Internal Control System:

  • Please refer to MOPS (Chinese website) > Single Company > Corporate Governance > Company Rules/ Internal Control > Statement of Internal Control

https://mops.twse.com.tw/mops/#/web/t06sg20

  • B. If the Company appoints accountants to audit the internal control system, shall disclose the audit report: None

2.3.10 Major resolutions of the Shareholders’ Meeting and the Board Meeting during the most fiscal year and the current fiscal year up to the date of printing of this annual report

A. Major Resolutions and Implementation Status of the Shareholders’ Meeting

  • (A) 2023 Business Report and Financial Statements

Implementation Status:

The voting rights of the attending shareholders met the standard, and the proposal was approved.

  • (B) 2023 Earnings Distribution

Implementation Status:

The voting rights of the attending shareholders met the standard, and the proposal was approved. The ex-dividend record date is September 10, 2024, and cash dividend was distributed on October 8, 2024. (Cash dividend NT$1 per share)

  • (C) Proposal for Issuing New Shares through Capitalization of Retained Earnings

Implementation Status:

The voting rights of the attending shareholders met the standard, and the proposal was approved. The ex-right record date is September 10, 2024, and stock dividend was distributed on October 8, 2024. (Stock dividend NT$0.8 per share)

  • (D) Election of Directors

Voting results and newly elected Directors are as follows:

Shareholder Account
Number or
Personal IDNo.
Shareholder Account
Number or Name
No. Voting Result Note
1 1 Chih Wen Lee 115,192,130
2 39 Xing-Da Capital Corp.
Representative:
Yi Ta Lee		 107,748,509
3 G10077XXXX Ching Lung Lee 107,351,481 Independent
Director
4 T10057XXXX Yau Yuan Wen 107,513,278 Independent
Director
5 A22525XXXX Hsin Yu Chou 107,477,395 Independent
Director
6 2 Hsiu Min Lin 106,392,854
  • 75 -
Shareholder Account
Number or
Personal ID No.
Shareholder Account
Number or Name
No. Voting Result Note
7 127328 Good Tree Investment
Co., Ltd.
Representative:
Hsiu Chi Kuo		 105,921,951
8 34188 Ling Mo Chao 105,604,887
9 15 Neng Chun Yu 104,644,042
10 328 Hung Chi Lin 104,508,917
11 G10041XXXX Jehng Jer Guan 92,437,628
  • (E) Proposal for Release the Prohibition on Directors from Participation in Competitive Business

Implementation Status:

The voting rights of the attending shareholders met the standard, and the proposal was approved.

B. Major resolutions of the Board Meeting

Date Major Resolutions
The first meeting
in 2024
March 6, 2024
1. 2023 Business Report and Financial Statements
2. Proposal for Date and Agenda of 2024 Shareholders’ Meeting
3. 2023 Earnings Distribution Table and Distribution of Cash
Dividends
4. Proposal for Issuing New Shares through Capitalization of
Retained Earnings
5. Election of Directors
6. Proposal for Release the Prohibition on Directors from
Participation in Competitive Business
7. The period, numbers, and place for accepting the submission of
candidates for directors (including independent directors)
8. 2024 Procedure for Accepting the Proposals Submitted by
Shareholders
9. 2023 Remuneration Distribution for Directors and Employees
10. Remuneration Distribution for Directors and Employees in 2024
11. Proposal for Statement of Internal Control System
12. Establish Corporate Governance Best Practice Principles
13. Amendment to the Rules and Procedures of Board of Directors
Meeting
14. Proposal for Bank Financing
  • 76 -
Date Major Resolutions
The second
meeting in 2024
May 6, 2024		 1. 2024 Q1 Consolidated Financial Statements
2. Nomination and Deliberation of Candidates for Directors
3. The Contract Extension of Endorsements and Guarantees for
Subsidiary Company
4. Adjustment to Remuneration of Directors in 2024
5. Amendment to the Rules of Managerial Officers Pension
6. Amendment to the Rules and Procedures of Board of Directors
Meeting
7. Proposal for Bank Financing
Interim Meeting
in 2024
June 19, 2024		 1. Nomination of Chairman and Vice Chairman
The third meeting
in 2024
June 28, 2024		 1. Proposal of Engaging Members of Remuneration Committee
2. Proposal for Bank Financing
The fourth meeting
in 2024
August 7, 2023
1. 2024 Q2 Consolidated Financial Statement
2. Proposal for Setting the Ex-right and Ex-dividend Record Date in
2024
3. Proposal for Setting the Payment Date of Cash and Stock
Distribution from Retained Earnings in 2024
4. Remuneration Distribution for Directors and Employees
5. Adjustment to Remuneration of Managerial Officers from July of
2024
6. Proposal for Capital Increase and Reduction of the Subsidiary,
CanCap Pharmaceutical Ltd.
7. Proposal for Bank Financing
The fifth meeting
in 2024
November 6, 2024		 1. 2024 Q3 Consolidated Financial Statements
2. Proposal for Establishing Sustainable Development Committee
3. Establish Rules and Procedures of Risk Management
4. Establish Operating Procedures for Preparation and Validation of
the SustainabilityReport
  • 77 -
Date Major Resolutions
The sixth meeting
in 2024
December 17, 2024
1. Distribution of Year-end Bonus in 2024
2. Adjustment to Remuneration in 2025
3. 2025 Business Plan
4. Proposal for the Change of Research and Development Officer
5. Proposal for Establishing the 2025 Plans for Internal Audit
Implementation
6. Amendment to Internal Control System
7. Proposal for Risk Management and Response Measures
8. The Contract Extension of Endorsements and Guarantees for
Subsidiary Company
9. Proposal for the Change of CPA of the Company
10. Appointment of CPA of the Company
The first meeting
in 2025
March 5, 2025
1. 2024 Business Report and Financial Statements
2. Proposal for Date and Agenda of 2025 Shareholders’ Meeting
3. 2024 Earnings Distribution Table and Distribution of Dividends
4. Proposal for Issuing New Shares through Capitalization of
Retained Earnings
5. Amendment to the Articles of Incorporation
6. 2024 Remuneration Distribution for Directors and Employees
7. Remuneration Distribution for Directors and Employees in 2025
8. Proposal for Statement of Internal Control System
9. Proposal for Bank Financing

Note: Each ratification and discussion was approved by the attending Directors.

2.3.11 Major Issues of Record or Written Statements Made by Any Director or Supervisor Dissenting to Important Resolutions Passed by the Board of Directors: None

  • 78 -

2.4 Information on CPA Fees

2.4.1 Amount of Audit Fee and Non-audit Fee and Content of Non-audit Service

Unit: NT$ thousand

Accounting
Firm		 Name of CPA Period Covered by
CPA’s Audit		 Audit
Fee		 Non-audit
Fee
(Note 2)		 Total Remark
Crowe (TW)
CPAs		 Ya Quan Zhang January 01, 2024-
September 30, 2024		 2,760 358 3,118
Jin Shu Pan January 01, 2024-
September 30, 2024
Crowe (TW)
CPAs		 Ya Quan Zhang October 01, 2024-
December 31, 2024		 Note 1
Po Ju Chou October 01, 2024-
December 31, 2024

Note 1: Internal rotation of the accounting firm.

Note 2: Application fee for Business Registration: NT$85,000

Audit fee for subsidiary: NT$300,000

  • A. If the Company has changed Accounting Firm and the amount of audit fee is less than the previous fiscal year, the Company shall report the amount of the audit fee before and after changing and the replacement reason: None

  • B. If the audit fee is reduced by more than 10% compared to the previous year, the amount of reduction, proportion, and reasons shall be disclosed: None

2.5 Replacement of CPA

2.5.1 Regarding the former CPA

Not applicable.

2.5.2 Regarding the successor CPA

Not applicable.

  • 2.5.3 If the former CPA has a different opinion, the successor CPA shall be consulted and obtained the written opinion on the matters to notify the former CPA to respond by letter within 10 days. The Company shall disclose the content of the reply letter from the former CPA

Not applicable.

  • 2.6 The Company’s chairman, general manager, or any managerial officer in charge of finance or accounting matters has in the most recent year held a position at the accounting firm of its CPA or an affiliated enterprise

None

  • 79 -

2.7 Transfer and pledge of stock equity by directors, supervisors, managerial officers and holders of 10% or more of company shares

2.7.1 Changes in Shareholding of Directors, Supervisors, Managerial Officers, and Major Shareholders

Unit: shares

Unit: shares Unit: shares
Title Name 2024 As of March 31, 2025
Shareholding
Increase
(Decrease)		 Pledged
Shares
Increase
(Decrease)		 Shareholding
Increase
(Decrease)		 Pledged
Shares
Increase
(Decrease)
Chairman Chih Wen Lee 251,983 ─ ─ ─
Independent Director Ching Lung Lee
─		 ─ ─ ─
Independent Director Yau Yuan Wen ─ ─ ─ ─
Independent Director Hsin Yu Chou ─ ─ ─ ─
Director Hsiu Min Lin 106,950 ─ ─ ─
Director Good Tree
Investment Co.,
Ltd.		 133,520 ─ ─ ─
Corporate Director
Representative		 Representative
of Good Tree
Investment Co.,
Ltd.,
Hsiu Chih Kuo		 (414,450) ─ ─ ─
Director Ling Mo Chao 257,683 ─ ─ ─
Director Xing-Da Capital
Crop.
1,679,357		 ─ 240,000 ─
Corporate Director
Representative/
Vice President,
Technology
Management Office		 Representative
of Xing-Da
Capital Crop.,
Yi Ta Lee		 267,209 ─ ─ ─
Director Jehng Jer Guan ─ ─ 9,000 ─
Director Hung Chih Lin 620,010 ─ ─ ─
Director Neng Chun Yu 150,981 ─ 69,000 ─
General Manager Yu Liang Pei 4,822 ─ ─ ─
General Manager,
China Affairs Office		 Neng Yin Yu 123,275 ─ ─ ─
  • 80 -
Title Name 2024 2024 As of March 31, 2025 As of March 31, 2025
Shareholding
Increase
(Decrease)		 Pledged
Shares
Increase
(Decrease)		 Shareholding
Increase
(Decrease)		 Pledged
Shares
Increase
(Decrease)
General Manager,
Subsidiary Company		 Neng Yu Yu (22,634) ─ ─ ─
General Manager,
Subsidiary Company		 Chao Chih
Wang
(Note)		 160 ─ ─ ─
General Manager,
Marketing Center		 Chang Long
Chen		 32 ─ ─ ─
General Manager,
Yilan Office		 Chien Ju Lin 59,550 ─ (8,000) ─
Vice General Manager,
Marketing Center
Feng Chin
Chang		 (2,000) ─ ─ ─
Vice General Manager,
General Manager
Office
Hui Hung Wang
(Note)
─		 ─ ─ ─
Chief R&D Officer Wen Hsin
Huang		 ─ ─ ─ ─
Assistant Vice
President,
Dept. of Planning of
Pharmaceutical Product
Chih Tsao
Chang		 70 ─ ─ ─
Assistant Vice
President,
Marketing Channel
Dept.		 Chien Kuo
Chang		 160 ─ ─ ─
Assistant Vice
President,
Marketing Dept.		 Wen Fang
Huang		 15 ─ ─ ─
Executive Assistant,
Chairman’s Office		 Ju Nee Yeo 53,228 ─ ─ ─
Assistant Vice
President,
Chairman’s Office		 Yi Mei Luo 12,251 ─ ─ ─
Assistant Vice
President,
Administration Dept.		 Fu Lin Wu
(Note)		 ─ ─ ─ ─
Chief Financial Officer
Chih Hsiao
Chen		 560 ─ ─ ─
Accounting Manager Li Jung Hsieh 3,734 ─ ─ ─
  • 81 -

Note: Fu Lin Wu has been appointed as Assistant Vice President of Administration Department on July 8, 2024. Chao Chih Wang, General Manager of Subsidiary Company, and Hui Hung Wang, Vice President of General Manager Office resigned on September 30, 2024.

2.7.2 Shares Trading with Related Parties: None

2.7.3 Shares Pledge with Related Parties: None

2.8 Information on Relationships among the Top Ten Shareholders

Relationship among the Top Ten Shareholders

April 21, 2025
Name and Relationship Between
the Company’s Top Ten
Shareholders, or Spouses or
Relatives Within Two Degrees
Remark
Name
Relationship
─
─
─
Chih Wen Lee
Spouse
─
─
─
─
─
─
─
─
─
─
Ling Fang Kuo
Spouse
─
─
─
─
Chih Wen Lee
Spouse
─
─
─
─
─
─
─
─
─
─		 April 21, 2025
Name and Relationship Between
the Company’s Top Ten
Shareholders, or Spouses or
Relatives Within Two Degrees
Remark
Name
Relationship
─
─
─
Chih Wen Lee
Spouse
─
─
─
─
─
─
─
─
─
─
Ling Fang Kuo
Spouse
─
─
─
─
Chih Wen Lee
Spouse
─
─
─
─
─
─
─
─
─
─		 April 21, 2025
Name and Relationship Between
the Company’s Top Ten
Shareholders, or Spouses or
Relatives Within Two Degrees
Remark
Name
Relationship
─
─
─
Chih Wen Lee
Spouse
─
─
─
─
─
─
─
─
─
─
Ling Fang Kuo
Spouse
─
─
─
─
Chih Wen Lee
Spouse
─
─
─
─
─
─
─
─
─
─
Name Current Shareholding Spouse’s/minor’s
Shareholding		 Shareholding
by Nominee
Arrangement		 Name and Relationship Between
the Company’s Top Ten
Shareholders, or Spouses or
Relatives Within Two Degrees
Remark
Shares % Shares % Shares % Name Relationship
Xing-Da Capital
Corp.		 17,798,821
9.83
─		 ─ ─ ─ ─ ─ ─
Xing-Da Capital
Corp.
Representative:
Ling Fang Kuo		 ─ ─ ─ ─ ─ ─ Chih Wen Lee
Spouse		 ─
Purzer
Pharmaceutical Co.,
Ltd.
12,661,680
6.99
─		 ─ ─ ─ ─ ─ ─
Purzer
Pharmaceutical Co.,
Ltd. Representative:
Chih Hui Lin

─		 ─ ─ ─ ─ ─ ─ ─ ─
Yung Chang Chang
4,398,840
2.43
─		 ─ ─ ─ ─ ─ ─
Chih Wen Lee 3,401,774
1.88
1,952,078
1.08
─		 ─ Ling Fang Kuo
Spouse		 ─
SPDR(R) Index
Shares Funds -
SPDR Portfolio
Emerging Markets
ETF		 2,282,868
1.26
─		 ─ ─ ─ ─ ─ ─
Ling Fang Kuo 1,952,078
1.08
3,401,774
1.88
─		 ─ Chih Wen Lee
Spouse		 ─
Ling Mo Chao 1,767,230
0.98
292,680
0.16		 78,000 0.04 ─ ─ ─
Neng Yin Yu 1,664,219
0.92
349,583
0.19
─		 ─ ─ ─ ─
Hung Chih Lin 1,620,138
0.89
─		 ─ ─ ─ ─ ─ ─
  • 82 -
Name Current Shareholding Current Shareholding Spouse’s/minor’s
Shareholding		 Spouse’s/minor’s
Shareholding		 Shareholding
by Nominee
Arrangement		 Shareholding
by Nominee
Arrangement		 Name and Relationship Between
the Company’s Top Ten
Shareholders, or Spouses or
Relatives Within Two Degrees		 Name and Relationship Between
the Company’s Top Ten
Shareholders, or Spouses or
Relatives Within Two Degrees
Remark
Shares % Shares % Shares % Name Relationship
Good Tree
Investment Co.,
Ltd.		 1,532,520
0.85
─		 ─ ─ ─ ─ ─ ─
Good Tree
Investment Co.,
Ltd. Representative:
Yen Hao Kuo
─		 ─ ─ ─ ─ ─ ─ ─ ─

2.9 Ownership of Shares in Affiliated Enterprises

March 31, 2025 Unit: shares; %

March 31, 2025
Unit: shares;%		 March 31, 2025
Unit: shares;%
Affiliated Enterprises Ownership by the Company Direct or Indirect
Ownership by
Directors and
Managers		 Total Ownership
Property Shares % Shares % Shares %
CanCap Pharmaceutical
Ltd.		 Common
Stock		 2,000,000 100.00 ─ ─ 2,000,000 100.00
Preferred
Stock		 51,500 100.00 ─ ─ 51,500 100.00
SUNETIC BIOTECH
INC.		 Common
Stock		 18,854,534 83.47 ─ ─ 18,854,534 83.47
UNIVERSAL NEXT
TECHNOLOGIES INC.		 Common
Stock		 503,845 100.00 ─ ─ 503,845 100.00
ZUNIMED BIOTECH
CO., LTD.		 Common
Stock		 10,300,000 100.00 ─ ─ 10,300,000 100.00
SynCore Biotechnology
Co., Ltd.		 Common
Stock		 22,597,472 64.26 ─ ─ 22,597,472 64.26
SynCore Biotechnology
Europe GmbH		 Common
Stock		 ─ ─ 25,000 100.00 25,000 100.00

Note: CANCAP PHARMACEUTICAL LTD. implemented capitalization while redeeming and canceling common shares to make

up losses after the proposal was approved at Board Meeting in August 2024. After capitalization, the ownership by the Company is 2,000,000 shares.

  • 83 -

Ⅲ. Company Shares and Fundraising

3.1 Capital and Shares

3.1.1 Sources of Capital

Unit: NT$; shares

Unit: NT$; Unit: NT$; shares
Month/
Year		 Par
Value
(NT$)		 Authorized Capital Paid-in Capital Remark

Shares		 Amount (NT$)
Shares		 Amount (NT$)
Sources of
Capital		 Capital
Increased
by Assets
Other than
Cash		 Other
Aug.
2006		 10 150,000,000
1,500,000,000
105,762,200		 1,057,622,000
Capital increase
by retained
earnings
NT$78,342,300		 – Note 1
Jun.
2008		 10 150,000,000
1,500,000,000
106,624,200		 1,066,242,000 Share warrant
NT$8,620,000		 – Note 2
Sep.
2008		 10 150,000,000
1,500,000,000
106,893,200		 1,068,932,000 Share warrant
NT$2,690,000		 –
Nov.
2008		 10 150,000,000
1,500,000,000
106,919,200		 1,069,192,000 Share warrant
NT$260,000		 –
May.
2009		 10 150,000,000
1,500,000,000
112,989,488		 1,129,894,880
Share warrant
NT$4,670,000
and convertible
bonds
transformation
NT$56,032,880
–
Sep.
2009		 10 150,000,000
1,500,000,000
114,483,134		 1,144,831,340
Share warrant
NT$1,920,000
and convertible
bonds
transformation
NT$13,016,460		 –
Dec.
2009		 10 150,000,000
1,500,000,000
118,262,536		 1,182,625,360
Share warrant
NT$3,290,000
and convertible
bonds
transformation
NT$34,504,020		 –
Mar.
2010		 10 150,000,000
1,500,000,000
120,950,732		 1,209,507,320
Share warrant
NT$2,130,000
and convertible
bonds
transformation
NT$24,751,960		 –
Jun.
2010		 10 150,000,000 1,500,000,000 120,988,732 1,209,887,320 Share warrant
NT$380,000		 –
Aug.
2010		 10 250,000,000 2,500,000,000 125,223,338 1,252,233,380 Capital increase
by retained
earnings
NT$42,346,060		 – Note 3
  • 84 -
Month/
Year		 Par
Value
(NT$)		 Authorized Capital Authorized Capital Paid-in Capital Paid-in Capital Remark Remark

Shares		 Amount (NT$)
Shares		 Amount (NT$)
Sources of
Capital		 Capital
Increased
by Assets
Other than
Cash		 Other
Sep.
2010		 10 250,000,000 2,500,000,000 127,471,969 1,274,719,690 Share warrant
NT$5,840,000
and convertible
bonds
transformation
NT$16,646,310		 – Note 2
Dec.
2010		 10 250,000,000 2,500,000,000 127,651,162 1,276,511,620 Share warrant
NT$1,270,000
and convertible
bonds
transformation
NT$1,270,000		 –
Mar.
2011		 10 250,000,000 2,500,000,000 127,768,162 1,277,681,620 Share warrant
NT$1,170,000		 –
Jul.
2011		 10 250,000,000 2,500,000,000 127,903,162 1,279,031,620 Share warrant
NT$1,350,000		 –
Oct.
2011		 10 250,000,000 2,500,000,000 128,851,162 1,288,511,620 Share warrant
NT$9,480,000		 – Note 2
Dec.
2011		 10 250,000,000 2,500,000,000 148,851,162 1,488,511,620 Capital increase
by cash
NT$200,000,000
–		 Note 4
Feb.
2012		 10 250,000,000 2,500,000,000 149,174,162 1,491,741,620 Share warrant
NT$3,230,000		 – Note 2
Mar.
2012		 10 250,000,000 2,500,000,000 149,325,162 1,493,251,620 Share warrant
NT$1,510,000		 – Note 2
Jul.
2014		 10 250,000,000 2,500,000,000 161,271,175 1,612,711,750 Capital increase
by retained
earnings
NT$119,460,130		 – Note 5
Jul.
2016		 10 250,000,000 2,500,000,000 167,722,022 1,677,220,220 Capital increase
by retained
earnings
NT$64,508,470		 – Note 6
Jul.
2024		 10 250,000,000 2,500,000,000 181,139,784 1,811,397,840 Capital increase
by retained
earnings
NT$134,177,620
－		 Note 7

Note 1: The capital increased by retained earnings is NT$78,342,300 in July, 2006. Approved by FSC on July 5, 2006, with No. Financial-Supervisory-Securities-I-0950128602.

Note 2: The Company issued 5,000 units of employee stock warrant, a total of 5,000,000 shares was approved by FSC on July 27, 2005, with No. Financial-Supervisory-Securities-I-0940130577. The first Secured Corporate Bond Issue was issued in April, 2006 with 3500 shares for a total of NT$350 million and was approved by FSC on April 11, 2008, with No.

  • 85 -

Financial-Supervisory-Securities-I-0970013748.

  • Note 3: The capital increased by retained earnings is NT$42,346,060 in June, 2010. Approved by FSC on June 15, 2010, with No. Financial-Supervisory-Securities-I-0990031049.

  • Note 4: The Company issued new share of NT$200,000,000 for cash capital increase in October, 2011. Approved by FSC on October 28, 2011, with No. Financial-Supervisory-Securities-I-1000050459.

  • Note 5: The Company increased capital by retained earnings and issued new shares for NT$119,460,130. Approved by FSC on July 24, 2014, with No. Financial-Supervisory-Securities-1030027866.

  • Note 6: The Company increased capital by retained earnings and issued new shares of NT$64,508,470 on July 22, 2016 and was declared to FSC.

  • Note 7: The Company increased capital by retained earnings and issued new shares of NT$134,177,620 on July 31, 2024 and was declared to FSC.

April 21, 2025 Unit: shares April 21, 2025 Unit: shares
Share Type Authorized Capital Remark
Issued Shares Un-issued Shares Total Shares
Registered
Common Shares		 181,139,784 68,860,216 250,000,000 –

Note 1: The par value is NT$10 per share.

Information for shelf registration: Not applicable.

  • 86 -

3.1.2 List of Major Shareholders

April 21, 2025 Unit: shares; %

Shareholding
Shareholders’ Name		 Shares Percentage
Xing-Da Capital Crop. 17,798,821 9.83
Purzer Pharmaceutical Co., Ltd. 12,661,680 6.99
Yung Chang Chang 4,398,840 2.43
Chih Wen Lee 3,401,774 1.88
SPDR(R) Index Shares Funds -
SPDR Portfolio Emerging
Markets ETF		 2,282,868 1.26
Ling Fang Kuo 1,952,078 1.08
Ling Mo Chao 1,767,230 0.98
Neng Yin Yu 1,664,219 0.92
Hung Chih Lin 1,620,138 0.89
Good Tree Investment Co., Ltd. 1,532,520 0.85

3.1.3 Dividend Policy and Implementation Status

A. Dividend Policy

If the Company has earnings, after offsetting any loss from prior year and paying all taxes and dues, it shall be set aside 10% as legal reserve. However, when the legal reserve amounts reach or exceed paid-in capital of the Company, it shall not be set aside. The remaining earnings shall be set aside or added to the reversal of special reserve in accordance with regulation. The remaining earnings can be distributed along with prior accumulated unappropriated retained earnings. The Board of Directors will plan for the earnings distribution proposal. The proposal will be discussed at the Shareholders’ Meeting for the distribution of dividend for shareholders. The dividend policy takes into consideration current and future development plans, capital expenditure budget, investment environment, fund demand, domestic and foreign competition and balance the interest of shareholders. The dividend can be distributed as cash or stock in accordance with distributed earnings and it shall not be less than 10% of distributed earnings. Cash dividend shall be no less than 20% of the total dividend.

  • 87 -

B. Proposed Distribution of Dividend

The proposal for 2024 Earnings Distribution was passed by the Board Meeting on March 5, 2025. After setting aside legal reserves of NT$31,617,560 and special reserves of NT$0, the Company allocates cash dividends of NT$181,139,784 and stock dividends of NT$90,569,900 amounting to 9,056,990 shares from retained earnings available for distribution. The cash dividend will be NT$1 per share. The stock dividend will be NT$0.5 per share, approximately 50 shares per thousand shares to issue new shares through capitalization. The proposal has not been discussed at the Shareholders’ Meeting yet.

3.1.4 The impact of the proposed allocation of free shares on the company’s operating and performance and earnings per share

performance and earnings per share performance and earnings per share performance and earnings per share
Year
Item
2025
(Forecast)
Paid-in Capital at the Beginning of the Period NT$1,811,397,840
Distribution of
Dividend in 2023		 Cash Dividends per Share NT$1
Stock Dividends per Share through Capitalization of
Retained Earnings		 NT$0.5
Stock Dividends per Share through Capitalization of
Capital Surplus		 —
Changes in
Operating
Performance		 Operating Income Note Applicable
(Note 2)
YoY Comparison in Operating Income
Net Income After Tax
YoY Comparison in Net Income After Tax
Earnings per Share
YoY Comparison in Earnings per Share
Annualized Return on Investment
Pro Forma Earnings
per Share and P/E
Ratio		 If capitalization of
retained earnings is
changed to distribute in
cash.		 Pro Forma Earnings per Share Not Applicable
(Note 2)
Pro Forma Annualized Return
on Investment
If capitalization of
capital surplus is not
conducted.		 Pro Forma Earnings per Share Not Applicable
(Note 2)
Pro Forma Annualized Return
on Investment
If capitalization of
capital surplus are not
conducted or
capitalization of retained
earnings is changed to
distribute in cash.		 Pro Forma Earnings per Share Not Applicable
(Note 2)
Pro Forma Annualized Return
on Investment

Note 1: It has not been discussed at the 2025 Shareholders’ Meeting yet.

Note 2: In accordance with Regulations Governing the Publication of Financial Forecasts of Public

Companies, the Company is not required to disclose financial forecasts for 2024. Therefore, there is no forecasts information for 2025.

  • 88 -

3.1.5 Compensation of Employees and Directors

  • A. Information Relating to Compensation of Employees and Directors Stated in the Articles of Incorporation

If the Company has a profit for the reported year, 2%~8% of profit shall be allocated for remuneration for qualified employees, who meet certain criteria, and the method of allocation, in stock or cash, to be decided by the Board. The Company may set aside no more than 5% of profit as the remuneration of Directors. The distribution ratio for the current period will be discussed at the Board Meeting. The proposal for remuneration distribution for employees and directors shall be reported at the Shareholders’ Meeting.

If the Company has accumulated loss, it shall retain the amount for offsetting in advance, and then distribute the compensation of Employees and Directors in accordance with the aforementioned percentage.

  • B. For 2024, the Board decided the estimated percentage of compensation of employees and directors is 3.2% and 1.8%, respectively. The detail of the distribution has not been passed by the Remuneration Committee and the Board yet.

  • C. Status of Remuneration Distribution Approved in the Board of Directors Meeting

  • (1) If the amount of remuneration distributed for employees and directors in cash or stock is different from the estimated amount, the Company shall disclose the variance, reasons and status:

The Board passed the resolution of remuneration distribution for Employees and Directors will be NT$10,910,124 and NT$6,136,945 in cash on March 5, 2025. The amount is same as the estimation.

  • (2) The amount of any employee compensation distributed in stocks, and the size of that amount as a percentage of the sum of the after-tax net income stated in the parent company only financial reports or individual financial reports for the current period and total employee compensation: None

  • D. Status of 2023 Compensation Distribution of Employees and Directors:

Remuneration Distribution in 2023:

Employee Remuneration in cash: NT$10,484,593 Employee Remuneration in stock: NT$0 Directors Remuneration: NT$5,897,584

The amount is same as the amount that approved by the Board.

3.1.6 Buy-back of Treasury Stock

None

  • 89 -

3.2. Corporate Bonds

None

3.3 Preferred Shares

None

3.4 Global Depository Receipts

None

3.5 Employee Stock Options

None

3.6 New Restricted Employee Shares

None

3.7 Status of New Shares Issuance in Connection with Mergers and Acquisitions

None

3.8 Financing Plans and Implementation

3.8.1 The previous plan of implementation of capital increase, expected progress, and the possible benefit that will be created

None

3.8.2 Plan and Implementation Status

None

  • 90 -

Ⅳ. Operational Highlights

4.1 Business Activities

4.1.1 Business Scope

A. Main Areas of Business Operations

  • C802041 Manufacture of Drugs and Medicines F108021 Wholesale of Western Pharmaceutical F208021 Retail Sale of Western Pharmaceutical C802051 Manufacture of Chinese Medicines F108011 Wholesale of Traditional Chinese Medicine CF01011 Medical Devices Manufacturing F108031 Wholesale of Medical Devices F208031 Retail Sale of Medical Apparatus C102010 Manufacture of Dairy Products C802100 Cosmetics Manufacturing F108040 Wholesale of Cosmetics F208040 Retail Sale of Cosmetics C802060 Veterinary Drug Manufacturing F107070 Wholesale of Veterinary Drugs F207070 Retail Sale of Veterinary Drugs C201010 Feed Manufacturing F103010 Wholesale of Animal Feeds F202010 Retail Sale of Feeds C801110 Fertilizer Manufacturing F107050 Wholesale of Fertilizer F207050 Retail Sale of Fertilizer C106010 Grain Husking, Manufacture of Grain Mill Products, Starches and Starch Products

  • C104010 Manufacturing of Sugar Confectionery C199990 Manufacture of Other Food Products Not Elsewhere Classified

  • C802090 Manufacture of Cleaning Preparations F107030 Wholesale of Cleaning Supplies F207030 Retail Sale of Cleaning Supplies C110010 Beverage Manufacturing F102040 Wholesale of Nonalcoholic Beverages F102170 Wholesale of Foods and Groceries F203010 Retail Sale of Food, Grocery, and Beverage F501030 Beverage Shops A102050 Crops Cultivation A101030 Growing of Special Crops A101040 Growing of Edible Fungi F201010 Retail Sale of Agricultural Products

  • 91 -

C113020 Alcohol Products Semi-Finished Manufacturing F208050 Retail Over-the-counter drugs class B F401010 International Trade J303010 Magazine (Periodical) Publishing IZ99990 Other Industrial and Commercial Services I101090 Food Consulting IC01010 Medicine Inspection IG01010 Biotechnology Services J202010 Industry Innovation and Incubation Services E604010 Machinery Installation EZ05010 Instrument and Meters Installation Engineering F207200 Retail Sale of Chemical Feedstock F107200 Wholesale of Chemical Feedstock F107990 Wholesale of Other Chemical Products F399040 Retail Sale No Storefront ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.

B. Operating Proposition

The products sold by the Company are divided into drugs, functional food, and others. The following table is the sales revenue proportion in 2024.

The following table is the sales revenue proportion in 2024. The following table is the sales revenue proportion in 2024. The following table is the sales revenue proportion in 2024.
Unit: NT$ in thousands; %
Product Category Total Sales (%) of Total Sales
Drugs 2,068,586 65.66
Functional Food 973,166 30.89
Others 108,876 3.45
Total 3,150,628 100.00

Note: The above amount is net sales.

C. Main Products and Services

(A) Product Categories

The products of the Company include semi-solid preparations (ointment, gel, cream), solid dosage forms (soft/hard capsule, sugar-coated tablet, film-coated tablet, suppository, powder/granules, tablet, gummy), liquid agent (internal/external use), eye drops, injections (parenteral, powder), cosmetics, functional food, natural botanical extracts, and plastic medical containers.

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(B) Target Market

  • a. Sell the products directly to medical centers, regional hospitals, district hospitals, group practice centers, clinics, dental clinics, pharmacies, chain pharmacies, and drug stores.

  • b. Sell health supplements and medical cosmetology products to government hospitals, armed forces hospitals, pharmacies, and shopping channels through distributors.

  • c. Commissioned to manufacture products and sell them to direct marketers and American hypermarket.

  • d. Self-operated import and export, and sold products through export distributors or agents.

  • e. Commissioned by specialized marketing companies to manufacture drugs, functional food, cosmetics, and medical devices.

  • f. Sell products directly to consumers through e-commerce platform, telemarketing, and Sinphar Health Park.

D. New Products and Services Development

  • (A) Research and Development Results in 2024

  • a. Food: 8 products

  • b. Cosmetics: 1 product

  • c. Drugs: 1 product

  • d. Product Improvement: 57 items

  • e. Technical Projects: 5 projects

  • f. Research and Development Status:

Item
Category		 Indication/
Code R&D Progress/Current Situation
Application
1 Botanical
new drugs/
Natural
botanical
materials
Dementia/ Approved for phase II clinical trial by TFDA and U.S.
Brain Health/ FDA.
ST01
Vitality/ Preparing for clinical trial.
Health food Acquired the health food certification for anti-aging.
2 Botanical
new drugs
Drugs for Approved for phase II clinical trial by TFDA and U.S.
ST02 chronic stable FDA.
angina Follow-up development is in progress
  • 93 -
Item
Category		 Indication/
Code R&D Progress/Current Situation
Application
3 Botanical
new drugs/
Natural
botanical
materials
Completed Druggability Research Part I and Part II in
Cancer adjuvant
progress.
SF01 treatment agent/
Acquired the health food certification of assisting in

Health food
modulating allergy constitution and immune modulation.
4. Natural
botanical
materials
Completed clinical efficacy trial proving the product has the
GF159 Brain Health function of improving memories, learning abilities, and
sleep quality.
5 New small
molecular
drugs
Received project funding from MOEA.
Completed phase I clinical trial in Taiwan.
Approved for phase II clinical trial by U.S. FDA.
Head and neck
SB01 Approved for and completed phase II clinical trial by
cancers

TFDA.
The efficacy of drug and dose adjustment is under
discussion.
6 New small
molecular
drugs
Cancer Formulation development before clinical trial.
SB02
treatment Deprescribing is under discussion.
7 Botanical
new drugs
SB03 Genital wart Acquired TFDA drug license to sell drug products in
VEREGEN® (condyloma) specialized channels (hospitals, clinics, and pharmacies).
8 Eye drops
Successful international cooperation with South Korean
Dry age-related
AJU Pharm in granting authorization right to the Company.
SB04 macular
Approved for phase II/III clinical trial by TFDA.
degeneration
Dose adjustment is under discussion
9 Positively
charged
liposome
Phase Ⅲ clinical trial application approved to start by
SB05 Triple-negative Belgium FAMHP, Taiwan FDA (feasibility study is under
TNBC breast cancer discussion), and Australia TGA.
Received project funding from MOEA.
Approved for phase III clinical trial in the U.S., Taiwan,
France, Hungary, South Korea, Russia, and Israel.
Received the grant of A+ Industrial Innovation R&D
Pancreatic
Program by MOEA.
SB05PC
cancer Completed final analysis of phase III clinical trial.

Project is under discussion.
Approved for phase III clinical trial by NMPA.
  • 94 -

4.1.2 Industry Overview

A. Current Status

According to the statistics in The State of World Population 2024 published by UNFPA, the global average life expectancy was 73.5 years, which was an extraordinary increase to 40 years in 1900. In Taiwan, according to the data published by the Ministry of the Interior in 2024, the average life expectancy was 80.2 years, specifically 76.9 years for men and 83.7 years for women. Compare to global average life expectancy, male and female average life expectancy in our country were respectively 5.9 years and 7.7 years higher than the global average. The upward trend in life expectancy is a result of better healthcare, healthier lifestyle, attention to food safety, and an increase in physical activities.

As the aging society brings social and economic challenges, it also creates market opportunities for the pharmaceutical and healthcare industries, such as a growing demand for geriatric medical care and chronic diseases. Additionally, the pharmaceutical industry continues to expand as people seek to prolong their health through consuming drugs and health foods.

According to IQVIA statistics, the scale of the global pharmaceutical market is US$1.5 trillion in 2023, compared to 2022, an increase of nearly 3.6%. It is expected that the scale in 2028 will reach US$1.9 trillion. The global pharmaceutical market has been influenced by individual country’s healthcare insurance system, budgetary concerns and cost controls, and consumers’ budget for out-of-pocket services. Therefore, the market for new drugs and generic drugs and drug price controls will affect future global pharmaceutical market scale. Overall it will be a growing market at a slower pace.

Despite the government controlling the medical expenses through adjusting insurance rates, new policy for copayment, and adjusting NHI drug prices, the pharmaceutical market has maintained steady growth over the years. According to IQVIA, Industrial Information of DCB, and Research Team of ITIS, the market scale of pharmaceuticals in our country in 2023 is NT$241.26 billion, growing 5.3% compared to the preceding year, because several expensive new drugs and new treatments have been included in NHI, and costly new drugs continue to enter copayment market. It is anticipated that with the increasing aging population leading to higher demands for anticancer and chronic disease drugs and treatments, the domestic pharmaceutical market will also be steadily growing.

However, several factors have affected drug price and quantity produced of domestic pharmaceutical companies in recent years, namely, the cost of research and development of

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new drugs, the increase of production cost after implementing PIC/S GMP, competition from imported drugs, the restriction of the New Patent Act, and the drug price survey. These factors caused a decline in revenue and profit.

The total amount of NHI payment has been increasing annually, from NT$553.1 billion in 2013 to NT$875.5 billion in 2024, of which drug payment accounted for 25-30%. Out of the total drug payment, only 25% were to domestic pharmaceutical companies, while the remainder was paid to global pharmaceutical companies. According to the data of IQVIA, the total sales of drugs of the top 20 domestic pharmaceutical companies in Taiwan amounted to NT$147.16 billion in 2023, accounting for about 61.0% of total sales of Taiwan pharmaceutical companies. Among the top 20 pharmaceutical companies, there were 19 global pharmaceutical companies, accounting for 59.1% of the Taiwan pharmaceutical market. And there was only a domestic pharmaceutical company, and its total sales were NT$4.46 billion, accounting for 1.8% of domestic sales.

The pharmaceutical industry is high in capital expenditure, requires advanced technology, and needs skilled professionals. Take the U.S. as an example, developing a new drug may take 10 to12 years and cost US$250 million to US$350 million. Because domestic pharmaceutical companies are smaller than global pharmaceutical companies and the staggering cost of new drug development, most domestic pharmaceutical companies produce generic drugs. In recent years, there is an increasing number of companies becoming involved in new drugs development.

The government implemented PIC/S GMP standard to ensure that Taiwan’s pharmaceutical manufacturing quality is consistent with international standards. So far over 140 companies are PIC/S GMP compliant and many have also passed the EU, the USA, and Japan inspection. Domestic pharmaceutical companies invested billions of dollars (NT$) in software and hardware to meet regulation requirements and remain competitive internationally. On the other hand, imported generic drugs can bypass the PIC/S GMP inspections, do not need to conduct bioequivalence study and are duty-free, thus creating a less advantageous business environment for domestic companies.

In light of unfair competition and NHI drug price suppression, domestic pharmaceutical companies are likely to produce health supplements and cosmetology products in addition to drugs to increase sales revenue. Furthermore, to decrease operational costs, domestic pharmaceutical companies may collaborate with, merge with, or acquire companies overseas.

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B. Industry Development

Biotechnological and pharmaceutical products are closely related to public health, since they are mainly used for treating illnesses and preventive health care, as such, product safety and efficacy are especially important. Economic growth, aging population and world information flow have created a demand for high quality pharmaceutical products and that in turn, is driving a continuous annual revenue growth of the pharmaceutical manufacturing industry.

As the government establishes the “Biotechnology and Pharmaceutical Industries Promotion Office” under the Ministry of Economic Affairs, it is simultaneously promoting the development of pharmaceutical manufacturing industry and gradually setting up a complete database of the pharmaceutical industry. In recent years, there is a worldwide trend on natural products, which leads to a growing demand for Chinese herbal medicine R&D, business opportunities, and government recognition on this market. However, the application of Chinese herbal medicine still needs scientific verification, clinical trial, and patent protection. This will be a subject that the domestic pharmaceutical industry needs to further explore or actively participate in development in the future. At present, both domestic and imported drugs are developing towards the PIC/S GMP standard, and the PIC/S GMP system complies with the specifications of the Pharmaceutical Inspection Convention and Co-operation Scheme, which is practiced currently in the EU, a higher requirement than cGMP. This ensures a spotless plant and quality drugs and protects the employees and the environment against pollution.

C. Relationship with Upstream, Midstream and Downstream Companies

  • Upstream: Raw material. The raw materials for western medicines include general chemicals, natural plants, animals, minerals, microbial strains, and relevant tissues and cells, etc. Among them, general chemicals are used the most. For traditional Chinese medicine, majority of raw materials are plants, while animals and minerals are in the minority. With advancement in biotechnology, using gene transfer, scientists have obtained many examples of genetically modified animals and plants, so in the future, plants can be directly cultivated or animals can be raised to produce medicines.

  • Midstream: API manufacturing and Chinese herbal medicinal materials processing. API manufacturer includes organic chemical synthesis, natural product extraction, microbial fermentation, or synthesis post-fermentation, and genetic engineering which generates purification from modified cell fermentation, etc.

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for example, biochip, biologic diagnostic reagents. The processing of Chinese medicinal materials is mainly based on the processing of medicinal plants.

Downstream: Pharmaceutical manufacturing industry mainly combines API with

pharmaceutical adjuvant, such as excipients, disintegrating agents, adhesives, and lubricants etc., and to create products in easy to use dosage forms. The manufacturing process shall comply with PIC/S GMP standards, to ensure the stability of product quality, and conform to the necessary conditions of safety, stabilization, and efficacy. In addition to making Chinese medicine in traditional Chinese medicinal dosage forms such as pill, paste, pellet, and powder etc., more and more manufacturers are producing Chinese medicines in western medicine dosage form. Chinese and western medicines are distributed through hospitals, pharmacies, prescriptions, or indicated by clinic doctors for patients or consumers to use.

D. Product Competition

The products of the Company are divided into categories of drugs, functional foods, and others.

The Company has establish a foothold in the local market with private brands by combining exclusive patented ingredients and technologies to make functional foods and is gradually expanding into international brands. Furthermore, the Company has been receiving orders from global manufacturers and gradually earning global recognition with its high-technology and high-quality products.

In terms of sales channel, domestic pharmaceutical companies have a larger market share in pharmacies and clinics, while global pharmaceutical companies and imported drugs have a larger market share in hospitals because of the hospitals prefer to use imported drugs. The Company maintains a balanced development in clinics, hospitals, and pharmacies for many years. Currently, the Company is focused on R&D, import agents and adjusting marketing strategies, increasing the development of hospitals, concentrating on operations, and managing pharmacy sales channel.

E. Product Trends

The global demand for pharmaceuticals continues to rise throughout a hundred years of pharmaceutical industry development. As the population grows and ages, people become aware of the importance of good health. As a result, more and more people start to exercise, diet, and take health supplements. However, there are still many serious diseases that cannot be treated. Therefore, the prospect of new drugs is highly anticipated, and

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governments of various countries have also begun to list biotechnology new drugs as key development industry.

In recent years, the government actively promotes the biotechnology pharmaceutical industry. Since the approval of Act for the Development of Biotech and New Pharmaceuticals Industry, many companies have obtained the certification under the Act. Relevant policies such as tax benefits, tax credits for R&D investment, and deregulation are incentives for companies to invest in the research and development of biotech. In 2017, the government implemented the “Biomedical Industry Innovation Program”. This included five strategic development directions: updating legislation to foster industry development, improving science park infrastructure to drive the industrial cluster effect, creating an integrated biomedical databases platform, introducing digital/smart technology into the biomedical industry, and strengthening the connection with global markets to improve industrial transition and innovation. In 2021, Executive Yuan passed “Six Core Strategic Industries Plan” built on the foundations of five plus two innovative industries plan, artificial intelligence with the fifth-generation mobile networks to promote precision health industry. Taking the biomedical industry as the core, and the advantages of the medical industry and information and communication technology, the precision health policy aims to improve the health and well-being of people of all ages. As a result, the amendment of the Act for the Development of Biotech and New Pharmaceuticals Industry took effect in 2022. The industry deals in new dosage forms, regenerative medicine, precision medicine, digital medicine, and contract development and manufacture of biotech and pharmaceutical products are included in the scope of preferential measures to support the development of the industry.

Developing biotech and new drugs require a vast sum of fund, technologies, and talents. Although Taiwan has many biotechnology talents, the scale of enterprises is not as large as global pharmaceutical corporations to have an abundance of capital and revenue to acquire new drugs and technologies. Additionally, the gross production value of the domestic medical industry is insufficient to support the development of new drugs.

At the same time, the development process of new drugs is full of uncertainties. Thus, it is still in the embryonic stage. In addition to requiring policy support from the government, we hope that the public is not influenced by the negative news of individual cases that may lead to adverse impact on the industry. With the support of talents, capital markets, and policies in Taiwan, we strive to manufacture world-class new drugs to give back to investors and contribute to human health.

  • 99 -

4.1.3 Technology and R&D Overview

A. Business Technical Level and R&D

(A) Establish core technology

An important strategy for the R&D Center of the Company is “innovation, integration, and talent training”. To establish a core technology platform and develop private-brand products through complete equipment and professional training.

  • (B) Physical technology and skills

  • a. Continue to develop anticancer drugs and to obtain patent licensing products for chronic disease.

  • b. The Company selects suitable Chinese herbal medicine to cooperate with well-known universities in Europe and North America and research institutions to carry out the combination of production, learning, research and market for the Chinese market.

  • c. The traditional Chinese medicine extracts were successfully developed by the Chinese herbal medicine R&D group of the Company.

    • (a) Lipucan®

Available in stores and other channels. It has obtained patent protection in several countries, and the health food certification of anti-allergic and immunoregulation approved by the Ministry of Health and Welfare. It is the first product in Taiwan to exclusively master the biotechnology achievements from raw material R&D to production.

  • (b) TianLife®

This patent protected product is available in stores and other channels and sold in several countries. The raw materials come from Good Agricultural Practices (GAP) compliant organic farms. Memoregain Capsules are made with TianLife® and have obtained patent protection in several countries and health food certification for anti-aging by the Ministry of Health and Welfare. It is the only anti-aging health food awarded both the “25th National Biotechnology and Medicine Care Quality Award” and “Symbol of National Quality”, and won ten awards domestically and abroad.

(c) Protygold®

Walnut Oligopeptide Protygold® is small molecule organic active peptide developed by Sinphar Tian-Li. It has nine global/PCT patents, five SCI publications, seven in vivo/in vitro tests, and one IRB approved. It has won the

  • 100 -

2019 World Pharmaceutical Raw Materials China Exhibition (CPHI) Herbal Extract Product Innovation Award. This peptide has been proven to enhance memory and learning, and improve sleep quality. This product has been launched in Taiwan.

  • (d) Since its establishment, the subsidiary, SynCore has developed five new drugs under clinical stages (see Table 1), including two anticancer drugs, SB01 and SB02 which are technology transfer from National Health Research Institutes (NHRI). They are now respectively under phase II clinical trials. The drug for external genital wart, SB03 (Veregen® ), from Germany Biotech Company, Medigene, was launched in the fourth quarter of 2013. The drug for age-related macular degeneration, SB04, was a technology transfer from an U.S. company, MacuCLEAR, has been approved by the U.S. FDA for phase II/III clinical trials. Also, in February 2012, it has been approved by the Taiwan TFDA to conduct phase II/III clinical trials. SB05 from Germany Medigene Biotech Company is currently conducting phase III clinical trials of Triple-Negative Breast Cancer and Pancreatic Cancer. SB05PC (EndoTAG® -1), which is targeted to treat Pancreatic Cancer, is conducting phase III clinical trials in eight countries, and completed the final analysis in October 2021 for phase III and second-line clinical trial in seven countries in the U.S., Europe and Asia. The phase III clinical trial of first-line drugs in China has also began to treat patients in February 2022, and the implementation has been successfully launched.

  • (e) Obtain the complete developing rights of the liposome EndoTAG® -1 technology platform.

  • (f) Obtain the global technology developing rights of the ophthalmic device, FloM-S (choroid blood flow meter).

B. R&D Expenses Invested in the Past Two Years

Unit: NT$ thousand

Unit: NT$ thousand
Year 2024 2023
R&D Expenses 151,362 132,580

C. Successfully Developed Technology and Products

  • (A) Approved bioavailability, bioequivalence (BA and BE), and latest listing or dosage form improved products.

  • 101 -

  • a. Sincoxib Capsules: non-steroidal anti-inflammatory drug

  • b. Cynlis Film Coated Tablets: erectile dysfunction drug

  • c. Gefissa Film Coated Tablets: anticancer drug

  • d. LIPOZOL Tablets: hypolipidemic agents

  • e. Chymsum Tablets: gastrointestinal drug

  • f. Atropine (0.01%) Eye Drops: near-sightedness prevention

  • (B) Products with health food certification

  • a. Lipucan Capsules: improve allergic conditions, immunoregulation

  • b. High Quality Plus Fish Oil Soft Capsules: modulation of blood lipids

  • c. Steady-Fiber Granules: modulation of blood sugar

  • d. Migus Phyto-Protein Powder: modulation of blood lipids (cholesterol-lowering)

  • e. Memoregain Capsules: antiaging

  • f. Potent Plus Soft Capsules: antifatigue

  • (C) Functional Food

  • a. Migus: a series of health food based on vegetable protein.

  • b. QH Potent Plus Soft Capsules:

Contains patented active Q10, which could be directly utilized by the body, and contains vitamin B1 to help to maintain heart health.

  • c. Sesame plus E Soft Capsules:

  • Contains Japanese glutamic acid fermentation (including GABA) which is manufactured by patented fermentation technology. The product could help people sleep better and maintain youthfulness and energy level.

  • d. Bitter Melon Peptide plus Capsules:

Made for people who prefer to eat starch but worry about blood sugar levels. The main exclusive formula is BFTOZ, can help manage blood sugar and improve the viability of insulin.

  • e. Sinphar Ganoderma Cordyceps Capsules:

For people who want to strengthen it. The product has the active ingredient, Ganoderma Lucidum, which contains polysaccharide in the effective dose for immunomodulatory health food. The Company uses light environmental stress cultivation technology to produced high concentration of cordycepin. It is the first choice for boosting immune system.

  • 102 -

f. Relax Sesame Softgel:

This is an exclusive product sold at American warehouse club. The product contains 5 sleep inducing ingredients including casein phosphopeptides, sesamin, vitamin E, fish oil (omega-3), and niacin, which actively help people fall asleep easier and sleep better, relieve stress, fight fatigue, and improve neurological health.

g. Sinphar Beauty NMN Capsules:

This is an exclusive product sold at American warehouse club. It contains patented broccoli extract (including NMN), Lipucan (including tumulosic acid), patented brown rice extract (including ceramide) to combine hyaluronic acids and collagen, and zinc to stimulate collagen production in skin and improve skin health.

4.1.4 Long-term and Short-term Development

A. Short-term Business Plan

(A) Manufacturing

The Company has established an automated isolated injectable assembly line, and a self-contained solidification excipient production line to provide a more extensive product service and prepare for expanding market.

The Company has implemented ASPROVA (Advanced Planning & Scheduling System), WMS (Warehouse Management System), and RPA (Robotic Process Automation). The automated reminder of these systems help to reduce human error, improve production efficiency and turnover rate, reduce cost, and improve product quality.

The Company expands quality control manpower, improves employee training, implements personnel review and evaluation, and establishes clear chain of responsibility to strictly implement product quality monitoring.

The Company establishes new solidification excipient production line to increase production capacity and output elasticity, improves automation assembly line, and plans to hire intermediate skilled foreign workers in compliance with policies.

The Company setup an internal quality committee to discuss each problem relevant to expiration period and packaging specification, and contracts external quality agency to routinely review product quality and process to strengthen quality management system.

(B) Marketing

a. Through Sinphar Counters, the Company quickly builds a popular image of “health”

  • 103 -

and through the establishment of brand differentiation, the Company continues to maintain a relative competitive advantage.

  • b. Internationally: Aim to globalize local brands.

    • Domestically: Aim to work closely with channels, making hospital like clinic, clinic like pharmacy, pharmacy like convenient store.

  • c. Plan sales channel according to different product lines:

    • As the market shifts due to NHI policy changes and increase health awareness by the public, the Company designs products catering to different markets.

  • d. Continue to expand the number of visitors to Sinphar Health Park, build the brand image with experiential marketing, and educate consumers about Sinphar’s brand value.

  • e. As the shopping habit of consumers shifts to online shopping, the Company expands its focus to business-to-consumer marketing and e-commerce.

  • (C) Research and Development

  • a. Introduce new technology to improve the effectiveness and accuracy of process control and enhance the reliability of manufacturing.

  • b. Although powder form has the advantage of convenience, the disadvantage is that traditional canned package is not suitable for travel. The Company will develop a new package format for convenience and improve product safety.

  • c. Increase the absorption rate of products for the introduction of active ingredient.

  • d. Introduce detectors and new analytical techniques to shorten the analysis time, improve analysis methods, and shorten the time of product development.

B. Long-term Business Plan

The long-term business plan is focused on the development of new drugs, anticancer agents, and patented natural products, expanding marketing channels, and establishing product image. The long-term business plans are as below.

(A) Manufacturing

  • a. Comply with the regulations of the Pharmaceutical Inspection Convention and Co-operation Scheme (PIC/S), increase pharmaceutical efficiency and quality, and set up anticancer agent plant to comply with Pharmaceutical Regulations of Japan.

  • b. Introducing MES (Manufacturing Execution System) and SCADA (Supervisory Control and Data Acquisition). Through the improvement of systems, after the IoT

  • 104 -

manufacturing system, collect a large quantity of data, the operating efficiency could be improved by AI analysis, decision making, and adjustment of production process parameter optimization and production management. Optimize work procedures to improve the quality of the workforce and move forward with the goal of Industry 4.0.

(B) Marketing

  • a. Look for equipment abroad that can provide better production capacity and the latest technology.

  • b. Introduce global brand drugs which have differentiation and clinical value. Expand current product line and increase market share through joint marketing and technology licensing.

  • c. Effectively improve sales management, streamline shipping process and improve competitiveness.

  • d. Through budgeting, target suitable products and marketing campaigns such as media or public relations. At the same time, the Company develops e-commerce with digital marketing to capture specific consumers.

  • e. Establish diversified collaboration directions and items, actively look for global partners. Combine the resource of the logistics center with agent bestsellers can further enhance the depth and breadth of the Company's brand in the world and grasp the market pulse to develop and promote competitive products. The Company can sell different categories of the product of pharmaceuticals, health food and cosmeceutical products in different channels by adopting a division of marketing.

  • f. The Company introduces, develops, and markets natural products, to create patent protected functional foods that stand out in the market.

  • (C) Research and Development

  • a. Continue to develop anticancer drugs and obtain the patent licensing of products for chronic.

  • b. Continue to develop and apply nanotechnology, and set up the goal of functional food, healthy food, prescription drug, and generic drugs.

  • c. Continue to develop new drugs of Chinese herbal medicine. The existing products are in their respective stage of new drug R&D. In addition to continuing to develop new projects, the existing R&D projects will move toward international R&D.

  • d. Continue to collaborate with R&D center in a related business in Hangzhou to perform R&D projects for China herbal medicine in the long term.

  • 105 -

  • e. Continue to apply the advantages of China market and the place of origins of Chinese herbal medicine, select suitable phytonutrients in Chinese herbal medicine to develop drugs and healthy food to conduct clinical trials and effectiveness evaluation to obtain certification.

  • f. Train talents that can coordinate business with multinational clinical trials, application of regulations review, and international licensing to improve the competitiveness of the Company.

  • g. Implement the collaboration of new drugs and international licensing cases to receive the licensing fee to increase revenue.

  • h. Establish a collaborative platform of new drug clinical trials in Taiwan and China to improve the effectiveness of new drug clinical trials.

4.2 Market and Sales Overview

4.2.1 Market Analysis

[Sales Region]

The Company’s products are sold mainly in Taiwan; products consist of drugs, functional food, medical devices, and cosmetics. The Company is also an original equipment manufacturer for global pharmaceutical companies, multi-national direct marketing companies and exports products to several countries. The subsidiary in China engages in research and development of natural materials and the production and sales of patent protected phytonutrient extracts. The sales region includes China and other countries.

Unit: NT$ thousand;%
2024
2023
Amount
%
Amount
%
2,950,058
93.63
2,764,952
93.32
200,570
6.37
197,982
6.68
3,150,628 100.00
2,962,934 100.00		 Unit: NT$ thousand;%
2024
2023
Amount
%
Amount
%
2,950,058
93.63
2,764,952
93.32
200,570
6.37
197,982
6.68
3,150,628 100.00
2,962,934 100.00		 Unit: NT$ thousand;%
2024
2023
Amount
%
Amount
%
2,950,058
93.63
2,764,952
93.32
200,570
6.37
197,982
6.68
3,150,628 100.00
2,962,934 100.00		 Unit: NT$ thousand;%
2024
2023
Amount
%
Amount
%
2,950,058
93.63
2,764,952
93.32
200,570
6.37
197,982
6.68
3,150,628 100.00
2,962,934 100.00
Year
Target		 2024 2023
Amount % Amount %
Domestic 2,950,058
93.63
2,764,952
93.32
Export 200,570
6.37
197,982
6.68
Total 3,150,628 100.00
2,962,934		 100.00

Note: The location of the Company or subsidiaries selling product to others shall be the standard of sales region.

  • 106 -

[Market Share]

According to the statistics by the Department of Statistics of the Ministry of the Interior until the end of December 2024, the population in our country was about 23.4 million. The population trend was of an aging population. The proportion of the population aged above 65 in 2024 was 19.18%, which was a significant increase compared to 10% in 2006. As a result of the population proportion of middle-aged and elderly adults being relatively higher, the population structure was going to be an aging society. With the advancement in technology and internet communication, health care information has become one of the popular topics. According to the statistics by Biotechnology Development Center in 2024, the output value of the domestic pharmaceutical industry in 2023 is NT$115 billion. The proportion of the Company is about 1.65%.

[Supply and Demand Condition and Growth of Future Market]

With an aging society and NHI pharmaceutical purchase policy, the market for drugs and functional food are expected to flourish. The nondrug market continues to experience dramatics growth with the generalization of open chain pharmacies. Market positioning and market segmentation of drugs becomes more transparent in the future. The Company’s high quality products with exceptional marketing strategies will give the Company a competitive edge and increase market share.

[Competitive Niche]

  • A. The production scale and management capability of the Company could effectively reduce the production and marketing cost to create the competitive advantage of “cost leader”.

  • B. The Company collaborates with national pharmacies to establish Sinphar Counters, and maintains a relationship with primary care networks in various regions, district hospitals, and regional hospitals. Each medical center continues to develop and cooperate with the distributor to expand the products of the Company for a more flexible marketing strategy.

  • C. Through natural products R&D, the Company has obtained patents in several countries and controlled exclusive technology and materials which could be used in functional food and medical cosmetology products, giving the Company an advantage in differentiation competitiveness.

[Favorable and Unfavorable Factors in the Long Term]

A. Favorable Factors

  • (A) The Company has diversified and comprehensive product lines.

  • a. The categories of products are diversified

  • 107 -

The Company develops, manufactures, and sells a comprehensive category of products, and manufactures functional foods for global companies. Product lines include prescription drugs, over-the-counter drugs, cosmetics, functional food, natural botanical extracts, and medical devices.

  • b. Balanced development of drugs and non-drugs

(a) Drugs

The Company’s drug products are used for different types of treatments, and has a proprietary manufacturing technology for special soft gelatin capsules. The planned anticancer (for injectable and solids) and eye drop production facilities are certified by domestic and Japanese health authorities. In addition to producing existing drugs, the Company lists prescription drugs for chronic diseases as the key focus for future development. Some factors affecting the upward trend in market growth for out-of-pocket non-prescription drugs are the aging population, changes in lifestyle, availability of health related knowledge.

(b) Non-drugs

The Company has a unique advantage in its government-certified health food and medical cosmetology products, which are developed with Company R&D exclusive patented raw material. The Company has also successfully developed protein vegan powder nutritional supplements and is the approved manufacturer for several international companies. The Company’s products are exported to other countries around the world. Through horizontal diversification, the Company produces and sells more than one hundred of products. Some products obtained FDA health food permit numbers, such as Memoregain Capsules. These products give the Company a competitive edge over others in the industry.

  • (B) The Company has a complete medical devices and container product line. Specialized containers and medical devices that meet the quality of biotechnology industry are sold to others, while reducing the costs of such items for the Group internally.

  • (C) Exceptional channel marketing and manufacturing collaboration with international manufacturers.

  • (D) Favorable corporate image

  • a. Sinphar Potent Plus Soft Capsules are made with a unique anti-fatigue formula and was awarded the US invention patent certification in March 2020. (Patent No. US10485836B2)

  • 108 -

  • b. Niangjia Lipucan® Capsules developed and produced by Sinphar were awarded the

  • “Nutraceutical Innovation Award” from the Health Food Society of Taiwan in May 2020.

  • c. The research results of Sinphar exclusive patented Poria cocos extract (Lipucan® ) have been published in “Life (Basel) in February 2021. 2021 Feb 1;11(2):111” and “Life (Basel). 2021 Apr 21;11(5):372”.

  • d. Sinphar Tian-Li combined Cistanche Tubulosa extracts and Lipucan into a brain-beneficial product and obtained the patent licensing of “a complex with improving memory” from China, allowing the patent portfolio planning of Sinphar plant extracts to expand into new areas and increase intangible assets in April 2021. (Patent No. ZL 2018 1 0691573.1)

  • e. SynCore Bio’s CysLute EX Capsules received both gold awards at America’s Science & Invention Expo and the ⅩⅤ International Warsaw Invention Show in November 2021. It’s the only one of the lutein health supplements in Taiwan that received gold awards.

  • f. The subsidiary, SynCore Bio, was awarded bronze medal in pharmaceutical category for the “2021 Pharmaceutical Technology Research Development Award” held by Ministry of Health and Welfare in December of 2021.

  • g. Sinphar “Memoregain Capsules” was awarded a gold medal in the 2022 Moscow International Salon of Inventions and Innovative Technologies ARCHIMEDES and the U.S. special award. Additionally, it was also the silver medal winner in Monde Selection of International Institute for Quality Selections.

  • h. Sinphar “Memoregain Capsules” was awarded Symbol of National Quality in health food section in September 2022.

  • i. Sinphar “Memoregain Capsules” was awarded the 19th The National Brand Yushan Award in October 2022.

  • j. Sinphar “Memoregain Capsules” was awarded bronze medal in National Healthcare Quality Award in December. It’s the only health food that won the award in 2022.

  • k. Sinphar Potent Plus Soft Capsules was awarded 10 awards such as a gold medal and the Poland special award in Moscow International Salon of Inventions and Innovative Technologies ARCHIMEDES in March 2024.

  • 109 -

(E) Powerful R&D Team

The R&D Center hires professors, doctorates, masters, experts, and scholars to be an integral part of the R&D team. The team works to meet business demands, strengthens product R&D and improvement, expand product lines, and develop patentable drugs.

B. Unfavorable Factors

  • (A) Unfavorable operating factors are mainly due to global political and economic situation, and volatility to overall domestic pharmaceutical industry caused by changes to NHI policy and pharmacy channel integration. Specifically as follows:

  • a. Marketing

  • (a) To control the cost of NHI, the government tightened drug price management and made an unreasonable price difference between domestic drugs and imported drugs. Thus the profits of the Company have been reduced.

  • (b) As the NHI implemented 2nd generation policy and overall economics downturn, along with the changes to pharmacy operational business model, the Company faces an increased product competition.

  • b. Manufacturing

  • (a) The categories of products are diversified; therefore, production cost management is relatively higher.

  • (b) War-related supply chain disruptions and rising inflation have driven up global raw material and transportation costs, while domestic wages continue to climb.

  • (c) It is difficult to train technical talents, causing the lack of skilled workers appear hence influence sales revenue.

  • (d) To meet intelligent manufacturing and data integrity requirements, continuous equipment upgrades have led to a sharp short-term increase in production expenses.

  • c. Research and Development

Difficulties in hiring and cultivating talents. Need to establish the long term plan.

  • (B) Specific solutions

  • a. Marketing

  • (a) In addition to developing drugs with high added value, the Company continues to develop new over-the-counter drugs to share the market risk of falling NHI drug prices.

  • 110 -

  • (b) Add products in the bioequivalence and high added value categories to increase profit.

  • (c) Utilize the production and marketing network of the subsidiary, Sinphar Tian-Li, to obtain the China drug and non-drug license and product export.

  • (d) Utilize global manufacturing and marketing advantage to convert to flexible product development, and focus on increasing sales channel coverage.

  • (e) Promote to increase the number of visitors to Sinphar Health Park:

Tour groups travel to the Company’s Yilan Health Park and attend health related seminars. Pharmacists and nutritionists regularly share information on health and on using drugs safely, at the same time answer questions related to products. The Company builds consumer loyalty with members through the exchange of conversations, new products samples, and lottery draw games.

  • (f) Business-to-consumer marketing:

Due to the changing of shopping habit and consumer sales channel, the Company develops e-commerce and focuses on brand management to meet the demand.

  • b. Manufacturing

  • (a) Actively modify production line, achieve foreign certifications, and participate in global professional exhibitions for international OEM opportunities.

  • (b) Signed OEM contracts with U.S. and Japanese manufacturers, which is conducive to introducing technology, improve the utilization rate of equipment, and increase sales performance.

  • (c) Look for opportunities to collaborate with upstream manufacturers domestically and aboard to ensure the quality and stability of the upstream source materials. Additionally, increase safety stocks to prevent material shortage or out-of-stock.

  • (d) Implement smart factories, introduce digital integrated management systems, and automatic tracking record interpretation to reduce human error, and create more efficient production lines.

  • (e) Planning for mid-level technical manpower to ensure stable and uninterrupted production

  • c. Research and Development

As a part of the Company’s global business strategy, the Company continuously introduces new concepts, new technologies and new practices in cooperation with European new drug companies to enhance its international research and development

  • 111 -

capabilities. The R&D Center of the Company controls the core technology and combines the resources of each subsidiary.

4.2.2 Production Procedures and Important Uses of Main Products

A. Important Uses of Main Products

Main Products Important Uses
Drugs Treat, repair, prevent, relieve, and antagonize the cause of the disease,
injury, and discomfort to help the body recover.
Functional
Food		 Functional food and health supplements were developed for
strengthening the immune system.
Others 1. Products for topical (cuticle, skin, hair) care, to maintain beauty,
cleanliness, protection and etc.
2. Medical devices and containers for assisting, implementing, and
coordinating with treatment.

B. Production Procedures of Main Products

(A) Capsule

==> picture [484 x 173] intentionally omitted <==

(B) Liquid

==> picture [490 x 178] intentionally omitted <==

  • 112 -

4.2.3 Supply Status of Main Materials

The raw materials of the Company are purchased domestically and imported. The Company has a close collaboration relationship with domestic suppliers. Foreign materials are mainly imported through traders. There are many alternative suppliers for this industry, and as a result, vendors are not spread out. Vendors are selected according to transaction requirements and the quality of materials supplied. With decentralized sources, the Company has not experience material supply shortage.

4.2.4 Clients Accounting for 10% of Sales (Purchase) or More in the Last Two Years

  • A. Sales: No client accounted for 10% of sales or more in the last two years.

  • B. Purchase: No supplier accounted for 10% of purchase or more in the last two years.

  • 113 -

4.3 Employees’ status from the two most recent fiscal year up to the printing date of this annual report

nnual report nnual report
Unit: people;%
Year 2023 2024 As of March
31,2025
Number of
Employees		 Executives 62 61 63
Production Personnel 325 297 291
Other Employees 550 544 540
Total 937 902 894
Average Age 40.5 42 42.4
Average Years of Service 10.8 11.3 11.4
Education (%) Ph.D. 1.4 1.4 1.3
Master 9.5 9.2 8.8
Bachelor’s Degree 57.0 59.9 60.5
Senior High School 24.5 23.0 22.7
Below Senior High
School		 7.6 6.5 6.7

4.4 Environmental Protection Expenditure

4.4.1 Total Losses

Any losses suffered by the Company in the most recent fiscal year and up to the annual report publication date due to environmental pollution incidents (including any compensation paid and any violations of environmental protection laws or regulations found in the environmental inspection, specifying the disposition dates, disposition reference numbers, the articles of law violated, and the content of the dispositions):

None

4.4.2 Countermeasures and Estimate Amount for Future Environmental Protection

As the result of the incident, the Company established wastewater treatment plant to collect the wastewater (sewage) during production. The Company will submit modification to the permit and the equipment at the same time. The estimated cost of commission for a permit modification is nearly NT$120,000. Each environmental protection equipment has been maintained regularly since its purchase. In addition to complying with government regulations and submitting inspection reports quarterly, the Company tests the equipment aperiodically. The Company will strengthen personnel training, calibrate the instruments, and comply with the updates on environmental regulations.

  • 114 -

4.5 Labor Relations

4.5.1 Employee welfare, advanced studying, training, implementation of the retirement system, collective agreement, and protection of employee rights

  • A. In order to coordinate labor-management relations, promote labor-management cooperation, and improve work efficiency, especially in terms of labor conditions and employee rights, such as hiring, working hours, attendance, leave, rewards and demerits, promotions, etc., in addition to complying with relevant government laws and regulations, the Company pays labor insurance and national health insurance in accordance with the law, and allocates employee welfare funds and retirement reserves, organizes employee welfare committees and retirement reserve supervision committees, and contributes to employee benefits and retirement services as a whole. Labor-management meeting is held at least once every three months to listen to employee feedback and seek solutions, so labor-management relations have always been harmonious.

  • B. To provide employees with financial stability, the Company has complied with the laws: employees who started working on or after July 1, 2005 and the employees who started working before July 1, 2005 that choose the new labor pension system, their pension uses defined contribution plan. The amount of pension allocated by the Company every month shall not be less than six percent of the employee’s salary. For an employee who voluntarily contributes to the pension, the Company shall allocate the pension to the Bureau of Labor Insurance according to the

employee’s instructed percentage of salary and deposit the amount in an individual retirement account. For the employee that was employed before July 1, 2005 and chooses to continue using the old labor pension system after July 1, 2005 and the employee that was employed before July 1, 2005 and converted to the new labor pension system after July 1, 2005, the Company shall contribute to the pension based on their years of employment and deposit it to the account of the Department of Trusts, Bank of Taiwan. The pension shall be calculated in accordance with Labor Pension Act and be given to retired employees when they retire. As of December 31, 2024, the estimated allocation of defined benefit plan for the next year is NT$558,000. The foreign subsidiary shall pay for social insurance like healthcare, pension, and retirement every month in accordance with local government regulations.

C. Other benefits

(a) Employee benefits

In addition to regularly holding events for employees’ to de-stress at work, Employee Benefits Committee provides the following:

  • 115 -

a. Insurance and health: The Company purchases group insurance for employees, provided regular general health check and special occupational health examinations.

b. Allowance: Including weddings and funerals, injuries or illnesses, scholarships and grants for employees and their children, employees’ activities, and travels.

  • c. Bonus and gifts: Providing holiday bonuses, voucher for birthday and Labor Day, and Moon Festival gift box.

d. Travel aboard: For those employees who work in the office and who work for ten years, twenty years, and thirty years, the Company provides a travel allowance for overseas travel.

e. The Company holds a monthly conference and dines together aperiodically. Supervisor may invite new employee to a meal to hear feedback and improve inclusiveness.

  • (b) Education and training system

The Company encourages employees to continue learning and sharing experiences, also improves technical talent development. Course schedule below:

below: below: below:
Training Category Content of Course
New
Employee
Orientation		 General
Employee		 General
Training		 Occupational safety and health training, Good Manufacturing
Practice (PIC/S GMP concept), administration, and general
regulation of the factory
Professional
Training
Each department provides professional training to new employees
before theybegin working.
Sales
Representative		 General
Training		 Training for occupational safety and health, administration,
salesperson marketing ethics and laws. Visiting and receiving an
introduction to factory

Professional
Training
Sales and marketing course, accounting course, fundamental
pharmacology, introduction to quality certification, health food and
nutritional science, introduction to products, relevant courses of
schedule/ client/product management
Supervisors General
Training		 Occupational safety and health training, PIC/S GMP concept,
personnel administration, general management regulation of plant
area,relevant courses of environmental safety
Training for
Supervisors		 Introduction to group and supervisors, personnel system, official
documents handling
On-the-job
Training		 Internal Training Annual training plan for each department (implemented monthly),
trainingbyequipment manufacturer,annual team buildingretreat
External Training Professional training/ announcement/ seminar/ certification course
Supervisors Encourage supervisors to enroll in in-service master’s program
Project Training Large-scale training and law training will be held annually.

  • 116 -

  • (c) To protect labor rights and facilitate the communication between labor and management, the Company has established a company union. This strengthens labor-management relations and facilitates changes to workplace conditions and provides benefits to union members. Matters about flexible working hours, overtime, shift work, and women's night work and overtime are brought up to the union and the Company will implement them after approval.

  • (d) Over the years, the Company systematically promotes employee health and wellness and provides a healthy workplace. Below are some positive results.

    • ⅰ. The Company establishes a smoking area and encourages employees to quit smoking and has obtained the tobacco control badge by the Bureau of Health Promotion. Also, the Company provides health checks annually to protect employees’ well-being.

    • ⅱ. Continues to promote zero-accident workplace and implement inter-departmental contest for workplace safety awareness.

    • ⅲ. The Company provides recreational facilities such as a gym, a golf driving range, cherry blossom park, crab park, and spirit café. Also, the Company, in partnership with Public Health Bureau, holds walks, provides gift certificates, and sponsors Yilan Marathon to promote employees’ and local residence’s health.

    • ⅳ. Received an award of excellence for breastfeeding room contest by Public Health Bureau, Yilan County.

    • ⅴ. The Company cares about every employee and is a healthy sustainable workplace. The Company was a receiver of the national excellence award of the national excellence award for healthy workplace held by the Health Promotion Administration and Council of Labor Affairs.

  • 4.5.2 Any losses suffered by the company in the most recent fiscal year and up to the annual report publication date due to labor disputes (including labor inspection results found in violation of the Labor Standards Act, specifying the disposition dates, disposition reference number, the articles of law violated, and the content of the dispositions)

None

4.5.3 Countermeasures and Estimate Amount for Labor Disputes

There has not been a loss due to labor disputes since the Company’s establishment, and the Company will continue to maintain labor management harmony and a good working environment. The Company has education and training plans to improve the

  • 117 -

employees’ knowledge and experience as the Company grows.

4.6 Information Security Management

4.6.1 State the information security risk management framework, the information security policy, the specific management plan, and the resources invested in the information security management, etc.

[Information Security Policy]

To improve information security policy, to strengthen and ensure the security of information, system, device, and communication network, and to reduce the risks of information assets being stolen, improperly used, leaked, tempered with, damaged due to human errors and/or natural disaster. The Company has complied with the requirement of Information Security Management System (ISO 27001) to establish relevant organization, management plan, and notification procedure to ensure the confidentiality, integrity, and availability of information assets.

==> picture [133 x 67] intentionally omitted <==

[Information Security Management Organization]

Information Security Management Committee

Responsible for establishing and implementing the information security management system of the Company.

Department of Information Technology

Responsible for implementing the education and training of information security and announcing information security policy.

==> picture [264 x 186] intentionally omitted <==

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

Convener,
Deputy Convener,
Execeutive
Secretary
Information
Security
Management
Committee
Information
Document
Security Incident Control Team Audit Team
Response Team
----- End of picture text -----

  • 118 -

[Information Security Management Program]

Comply with the laws

The relevant acts and regulations of “Information Standard ISO/IEC 27001” shall be complied with when conducting business.

Establish information security organization

Establish an information security management committee in charge of establishing

and implementing the information security management system of the Company.

Implement education and training of information security

Implement education and training of information security related to business to announce information security policy and relevant regulations.

Application of resource

Establish an information security management mechanism that considers information security before utilizing a new service or system, and to optimize the distribution and use of limited resource to prevent danger to system security and resolve key security problems.

Establish physical security monitoring

Establish physical environmental security protective device and maintain it regularly.

Establish authorization management

Clarify the access permission of information systems, internet service, and sensitive information.

Sustainable business operation

Establish a sustainable operation plan of information security and practical exercise for it to ensure the Company can continue to operate after suffering an incident.

Continuous improvement

Formulate and implement an internal audit of information security to implement the information security management system, and implement corrective and preventive actions for outstanding issues.

Establish information security culture

All personnel have the responsibility to maintain information security and shall comply with the relevant regulations of information security management.

  • 119 -

[Information Security Notification Procedure]

The information security notification procedure of the Company is as below. The notification and treatment of information security cases shall comply with the regulation of the procedure.

==> picture [420 x 237] intentionally omitted <==

[Resources Invested in Information Security Management]

Dedicated personnel

Establish an information security management committee that convenes management review meeting regularly to assess information security issues.

Relevant certification

The Company obtained the ISO 27001 certificate. There is no significant deficiency in information security auditing.

Education and training

Conduct information security policy announcement for new employees and social engineering drill regularly.

  • 4.6.2 Any losses suffered by the Company in the most recent fiscal year and up to the annual report publication date due to significant information security cases, its possible influences, and countermeasures. If it can’t be reasonably estimated,

the factor that can’t be reasonably estimated shall be illustrated.

None

  • 120 -

4.7 Important Contract

Agreement Counterparty Period Major Contents Restrictions
Exclusive License
Agreement		 National Health Research
Institutes		 August 8, 2008 until
the longest term of the
granted patents		 Authorized global development,
sale, and relevant rights of SB01,
SB02.		 None
Exclusive License
Agreement		 Medigene AG Germany May 18, 2011 until 10
years after product
launch		 Authorized the rights of exclusive
manufacturing and sale of
Veregen® in Taiwan. Also,
increased the exclusive license
areas in Asia (excluding China
and South Korea), New Zealand,
and Australia.		 None
Exclusive License
Agreement		 MacuCLEAR Inc. U.S. October 27, 2011 until
the longest term of the
granted patents		 Authorized the rights of exclusive
manufacturing and sale of SB04
in Asia and Australia.		 None
Exclusive License
Agreement		 AJU Pharm South Korea May 27, 2015 until
terminated by mutual
agreement		 Authorized exclusive sales rights
of SB04 in South Korea and the
sole commercialization rights
after products are launched.		 None
Technology and
Intellectual
Property Rights
Transfer
Agreement		 Medigene AG Germany From December 17,
2015		 Obtain complete the technology
platform and technology and
intellectual property rights of
EndoTAG® , including
developing a different indication
of the original item, the new
indication of the new item, and
development rights of the new
technology platform derivative.		 None
Co-development
Agreement		 Y-YBar Switzerland From November 8,
2016		 Co-development of new FLoM-S
technology and its
commercialization.		 None
Topical Ointment
Technical
Cooperation		 Mitsui Pharmaceuticals Inc.
Japan		 From July 15, 1997 Technology provided by Mitsui None
Distribution
Agreement		 Shou Chan Industrial Co., Ltd.
Macau		 August 18, 2015 until
terminated by mutual
agreement		 Shou Chan Industrial Co., Ltd.
Macau is authorized
non-exclusive distribution rights
of Veregen® in Macau.		 None
Distribution
Agreement		 Watson’s Personal Care Stores
(Taiwan) Co., Limited		 January 1,
2025-Decemeber 31,
2025		 Selling functional products None
Distribution
Agreement		 President Drugstore Business
Corporation		 January 1
2025-December 31,
2025		 Selling functional product None
Commission
Agreement		 Company K From January 5, 2024 Commissioned products None
  • 121 -
Agreement Counterparty Period Major Contents Restrictions
Commission
Agreement		 Company H From March 31, 2018 Commissioned products None
Commission
Agreement		 Company G From April 15, 2018 Commissioned products None
Commission
Agreement		 Company E From February 12,
2015		 Commissioned products None
Commission
Agreement		 Company D From January 1, 2015 Commissioned products None
Commission
Agreement		 Company A From November 1,
2010		 Commissioned products None
Commission
Agreement		 Takeda Pharmaceuticals
Taiwan Ltd.		 From July 1, 2003 Commissioned products None
Commission
Agreement		 Taiwan Shionogi & Co., Ltd. From February 7, 2012 Commissioned products None
Long-term Loan
Agreement		 Bank of Taiwan Lou Tung
Branch		 March 26, 2025-
March 26, 2027		 Land and construction mortgage
loan		 None
Long-term Loan
Agreement		 Bank of Taiwan Lou Tung
Branch		 October 29, 2013-
October 29, 2028		 Land and construction mortgage
loan		 None
Long-term Loan
Agreement		 Bank of Taiwan Lou Tung
Branch		 July 27, 2020-
July 27, 2027		 Machinery mortgage loan None
Long-term Loan
Agreement		 First Commercial Bank Su’ao
Branch		 December 6, 2011-
December 6, 2026		 Land and construction mortgage
loan		 None
Long-term Loan
Agreement		 First Commercial Bank Su’ao
Branch		 January 23, 2025-
January 23, 2027		 Credit and secured loan None
Long-term Loan
Agreement		 Mega International
Commercial Bank Yilan
Branch		 January 30, 2024-
January 29, 2026		 Land and construction mortgage
loan		 None
Long-term Loan
Agreement		 Taiwan Business Bank Co.,
Ltd. Su’ao Branch		 May 05, 2025-
May 05, 2027		 Land and construction mortgage
loan		 None
  • 122 -

Ⅴ. Review of Financial Status, Performance, and Risk Related Issues

5.1 Analysis of Financial Status

Significant change of assets, liabilities, and shareholder equality and its illustration within two years

Unit: NT$ thousand

two years Unit: NT$thousand Unit: NT$thousand
Year
Item		 December 31,
2024		 December 31,
2023		 Difference
Amount %
Current Assets 2,624,355 2,648,605 (24,250) -0.92%
Property, Plant and
Equipment		 3,266,540 3,228,305 38,235 1.18%
Intangible Assets 72,163 71,823 340 0.47%
Other Assets 335,197 302,348 32,849 10.86%
Total Assets 6,298,255 6,251,081 47,174 0.75%
Current Liabilities 1,422,809 1,204,694 218,115 18.11%
Non-current Liabilities 1,329,269 1,648,513 (319,244) -19.37%
Total Liabilities 2,752,078 2,853,207 (101,129) -3.54%
Capital Stock 1,811,398 1,677,221 134,177 8.00%
Capital Surplus 924,140 924,140 － －
Retained Earnings 648,425 634,148 14,277 2.25%
Other Equity Interest (120,762) (137,171) 16,409 11.96%
Non-controlling Interest 282,976 299,536 (16,560) -5.53%
Total Equity 3,546,177 3,397,874 148,303 4.36%
Analysis of changes in financial ratios:
1. The increase in current liabilities was caused by the increase in current portion of
long-term debt.
2. The decrease in non-current liabilities was mainlydue to the decrease in long-term debt.
  • 123 -

Individual Financial Status:

Significant change of assets, liabilities, and shareholder equity and its illustration within two years

years years years years years
Year
Item		 December 31,
2024		 December 31,
2023		 Difference
Amount %
Current Assets 1,970,209 2,037,228 (67,019) -3.29%
Property, Plant, and
Equipment		 2,320,362 2,279,559 40,803 1.79%
Intangible Assets 28,282 20,711 7,571 36.56%
Other Assets 1,593,161 1,506,337 86,824 5.76%
Total Assets 5,912,014 5,843,835 68,179 1.17%
Current Liabilities 1,342,156 1,122,906 219,250 19.53%
Non-current Liabilities 1,306,657 1,622,591 (315,934) -19.47%
Total Liabilities 2,648,813 2,745,497 (96,684) -3.52%
Capital Stock 1,811,398 1,677,221 134,177 8.00%
Capital Surplus 924,140 924,140 － －
Retained Earnings 648,425 634,148 14,277 2.25%
Other Equity Interest (120,762) (137,171) 16,409 11.96%
Non-controlling Interest － － － －
Total Equity 3,263,201 3,098,338 164,863 5.32%
Analysis of changes in financial ratio:
1. The increase in intangible assets was caused by the increase in the cost of computer
software in the current period.
2. The increase in current liabilities was caused by the increase in current portion of
long-term debt.
3. The decrease in non-current liabilities was mainly due to the decrease in long-term debt.
  • 124 -

5.2 Financial Performance

5.2.1 Comparison and Analysis of Operation Result

Unit: NT$ thousand

Year
Item		 2024 2023 Increase
(Decrease)
Amount		 %
Total Operating Revenue 3,487,204 3,309,903 177,301 5.36%
Decrease: Sales Return and
Allowance		 336,576 346,969 (10,393) -3.00%
Net Operating Profit 3,150,628 2,962,934 187,694 6.33%
Operating Cost 1,913,612 1,871,691 41,921 2.24%
Gross Profit 1,237,016 1,091,243 145,773 13.36%
Operating Expenses 943,152 805,187 137,965 17.13%
Operating Income (Loss) 293,864 286,056 7,808 2.73%
Non-operating Income and
Expenses		 13,236 19,652 (6,416) -32.65%
Net Income (Loss) Before Tax
from Continuing Operations		 307,100 305,708 1,392 0.46%
Income Tax Expenses (Benefit) 21,883 (51,068) 72,951 -142.85%
Net Income After Tax form
Continuing Operations		 285,217 356,776 (71,559) -20.06%
Other Comprehensive Income
(Income After Tax)		 30,808 (23,846) 54,654 229.20%
Total Comprehensive Income 316,025 332,930 (16,905) -5.08%
Analysis of changes in financial ratios:
1. The decrease in non-operating income and expenses compared with the same period was
mainly due to the decrease in other income in the current period.
2. Income tax expenses were more than corresponding period due to income tax benefits
recognized in this period.
3. Other comprehensive income (income after tax) is more than corresponding period due
to exchange differences in translation of foreign financial statements.

5.2.2 Expected Sales Volume in the Coming Year and Its Basis

Not applicable.

5.2.3 Effect of Company’s Future Financial Operation and the Response Action

  • None

  • 125 -

Individual Financial Performance

A. Comparison and Analysis of Operation Result

Unit: NT$ thousand

Year
Item		 2024 2023 Increase
(Decrease)
Amount		 %
Total Operating Revenue 3,197,650 3,061,081 136,569 4.46%
Decrease: Sales Return and
Allowance		 337,335 343,871 (6,536) -1.90%
Net Operating Profit 2,860,315 2,717,210 143,105 5.27%
Operating Cost 1,726,564 1,684,194 42,370 2.52%
Gross Profit 1,133,751 1,033,016 100,735 9.75%
Unrealized Gross Profit from
Sales		 803,146 568 109,493 15.78%
Realized Gross Profit from
Sales		 330,405 371 (8,761) -2.58%
Operating Expenses (6,511) 693,653 21,394 -76.67%
Operating Profit 3,197,650 339,166 136,569 4.46%
Non-operating Income and
Expenses		 337,335 (27,905) (6,536) -1.90%
Net Income Before Tax from
Continuing Operations		 323,894 311,261 12,633 4.06%
Income Tax Expenses
(Benefit)		 19,189 (63,909) 83,098 -130.03%
Net Income After Tax from
Continuing Operations		 304,705 375,170 (70,465) -18.78%
Other Comprehensive Income
(Net Income After Tax)		 27,880 (19,539) 47,419 242.69%
Total Comprehensive Income
(Loss)		 332,585 355,631 (23,046) -6.48%
Analysis of changes in financial ratios:
1. The increase in non-operating income and expenses compared with the same period was mainly due
to the gain from fluctuation in foreign currency exchange.
2. Income tax expenses were more than corresponding period due to income tax benefits recognized in
this period.
3. Other comprehensive income (income after tax) is more than corresponding period due to exchange
differences in translation of foreign financial statements.

  1. The increase in non-operating income and expenses compared with the same period was mainly due to the gain from fluctuation in foreign currency exchange.

  2. Income tax expenses were more than corresponding period due to income tax benefits recognized in this period.

  3. B. Expected Sales Volume in the Coming Year and Its Basis: Not applicable

  4. C. Effect of the Company’s Future Financial Operation and the Response: None

  5. 126 -

5.3 Cash Flow

Cash Flow Analysis

A. Cash Flow Analysis for the Current Year

Unit: NT$ thousand

Unit: NT$ thousand Unit: NT$ thousand
Cash balance
-beginning of
period		 Net cash flow
from
operating
activities		 Net cash
flow from
investment
activities		 Net cash
flow from
financing
activities		 Exchange
rate effect on
cash and
cash
equivalents		 Cash balance
(shortage)
-end of
period
Countermeasures for
liquidityshortage
Investment
plans		 Financing
plans
1,074,489 593,512 (391,078) (209,083) 7,832 1,075,672 ─ ─

Analysis: The changes in cash flow were mainly due to the increase in cash outflow from investment activities and financing activities.

  • B. Countermeasures and Analysis of Liquidity Shortage

None

C. Cash Flow Analysis for the Coming Year

Unit: NT$ thousand

Cash balance
-beginning of
period		 Net cash flow
from operating
activities		 Net cash
flow from
investment
activities		 Cash
balance
(shortage)
-end of
period		 Countermeasures for
liquidityshortage		 Countermeasures for
liquidityshortage
Investment
plans		 Financing
plans
1,075,672 623,188 (449,676) 1,249,184 ─ ─
  • (A) Countermeasures and Analysis of Liquidity Shortage

None

5.4 Major Capital Expenditure Items

Unit: NT$thousand Unit: NT$thousand
Project Planned Date of
Completion		 Total Capital
Needed		 Expected Capital Expenditure
2025 2026
Sinphar Health
Park		 2026 Q4 200,000 50,000 100,000
Refurbishment of
Plant and
Equipment		 2026 Q4 270,000 200,000 70,000
The Second
Distribution Center		 2027 Q4 450,000 50,000 150,000
Total 920,000 300,000 320,000
Expected Benefit Increase production capacity, increase number
of visitors, and business expansion.
  • 127 -

5.5 Cause of the Profit/Loss for Investment in Recent Year and Investment Plans for the Coming Year

5.5.1 Investment Policy in the Most Recent Years

Unit: NT$ thousand

Remark/Item Amount Policy Reasons for
Gains or Loss		 Action Plan Investment Plan
in the Future
CANCAP
PHARMACEUTICAL
LTD.
(3,429)		 Assist with
collecting
information on
scientific research		 Global raw
material
sourcing and
pricing
negotiation		 Expand the scope
of raw material
and negotiation of
global material		 Actively expand
business
ZuniMed Biotech
Co., Ltd.		 2,328 Strengthen medical
devices technology
and acquire assets		 Improve
productivity		 Adjust business
model with focus
on plastic medical
containers		 Actively expand
business
Sinphar Tian-Li
Pharmaceutical Co.,
Ltd.(Hangzhou)		 5,793 Establish
production of
Chinese herbal
medicine extracts
and global market		 Chinese herbal
medicine
development is
in progress on
schedule		 Expand the
production of
Chinese herbal
medicine extracts,
strengthen the
R&D capabilities
of new products,
and expand market
Develop natural
products market
Hetian Tianli
shasheng
Pharmaceutical
Development Co.,
Ltd.		 (10,145) Cooperate with
planting base of
Chinese herbal
medicine
development		 Mainly for
planting
demonstration
base and focus
on planting		 Continue to
manage planting
base to ensure the
quality of Chinese
herbal medicine		 Expand the
application
scope based on
the demand for
planting
Hangzhou Vitrum
Healthy Food Co.,
Ltd.		 (410) Responsible for
selling health food
in China		 At the stage of
being developed		 At the stage of
planning and
developing		 Difficult to
register healthy
food company,
so this company
is retained.
SynCore
Biotechnology Co.,
Ltd.		 (34,784) Research and
development of
drugs		 At drug
development
stage		 Focus on new
drug development,
and search for
global
collaboration
partners
Capital increase
per operational
demand
SynCore
Biotechnology
Europe GmbH		 19 R&D of new drug
and biotechnology
services		 At the stage of
new drug
development		 Focus on regional
new drug
development and
search for regional
partners
None
  • 128 -

5.6 Analysis of Risk Management

5.6.1 Effects of Changes in Interest Rates, Foreign Exchange Rates and Inflation on Corporate Finance, and Future Response Measures

Majority of the Company’s products are drugs and functional food. Other than the accounts receivable and payable that was transacted in foreign currency and has been exchanged by the foreign exchange rate and used floating exchange rate, the Company does not hold any financial instrument that is influenced by interest rate and market price. The exchange rate risk is not significant because the Company uses natural hedges to control foreign currency and offset by accounts receivable and payable. When financing, the Company will strive for the prime lending rate to reduce costs. In addition, inflation does not have a significant effect on the Company.

5.6.2 Policies, Main Causes of Gain or Loss, and Future Response Measure with Respect to High-risk, High-leveraged Investments, Lending or Endorsement Guarantees, and Derivatives Transactions

The Company has not engaged in the investment activities like high-risk, high-leveraged investments, derivatives, or lending funds to other parties in recent years. Apart from this, there is no other matter.

The Company provides endorsements and guarantees due to the operating demand of the subsidiary. The endorsement and guarantee amount for ZuniMed Biotech Co., Ltd. in this period is NT$30,000,000 and the endorsement and guarantee amount for SynCore Biotechnology Co., Ltd. in this period is NT$250,000,000. The amount respectively accounts for 0.92% and 7.66% of the net worth in the financial statement as of December 31, 2024. In addition, for operating demand, the subsidiary, ZuniMed Biotech Co., Ltd. provides endorsement and guarantee to the parent company, Sinphar Pharmaceutical Co., Ltd. The endorsement and guarantee amount is NT$25,000,000 which accounts for 25.48% of the net worth in the financial statement as of December 31, 2024.

5.6.3 Future Research & Development Projects and Estimated R&D Expenses

The major future R&D projects of the group are engaging in generic drugs, natural product extracts, and new drugs development, such as development of new dosage forms and production for cancer drugs, development and agency of API, health supplements, technology of natural product extracts, patented natural products, and improvement projects of products and process. The estimated R&D expenses amount to more than NT$100 million.

5.6.4 Effects of and Response to Changes in Policies and Regulations Relating to Corporate Finance and Sales

After the amendment to Regulations for Registration of Medical Products on September 14, 2021, the extension of a drug permit only needs to follow a simplified procedure as stated in Article 73. The Company will apply for license extension

  • 129 -

according to the expiration of each drug permit license.

5.6.5 Effects of and Response to Changes in Technology (Including Information Security Risk) and the Industry Relating to Corporate Finance and Sales

(A) Changes in Industry

From 2022, National Health Insurance Administration reduced the drug price of drugs for three-hypers, such as cardiovascular, nervous system, and systemic anti-infective agents. Our company is not be significantly impacted by this change, as the Company has actively expanded sales of health food and health supplements to reduce the impact of domestic NHI drug price reduction.

  • (B) Changes in Technology (Including Information and Security Risk) In compliance with the latest international cyber security standards, the Company completed the transition to ISO 27001:2022. We hold a drill annually to ensure it complied with the estimated recovery time of system and reduced the risks of system interruption due to natural disaster and human error.

5.6.6 The Impact of Changes in Corporate Image on Corporate Risk Management, and the Company’s Response Measures

Since listing on the stock exchange, the Company is devoted to quality improvement and highly efficient R&D production technology which has had a positive effect

5.6.7 Expected benefit from, Risk Relating to and Response to Merger and Acquisition Plans

None

5.6.8 Expected Benefits from, Risk Relating to and Response to Factory Expansion Plans

The Company is in the biotechnology pharmaceutical industry which focuses on product validity and safety. Through official accreditation by health institutes of various countries, the Company ensures the validity of the products. The Company adjusts production lines to showcase product advantage and maximize operational profits.

5.6.9 Risks Relating to and Response to Purchase or Sales Concentration

More than 60% of the total operation sales revenue is diversified

  • 130 -

5.6.10 Impact, Risks, and Response to Mass Share Transfer of or Change of Directors, Supervisors, or Shareholders Holding More Than 10% of the Company’s Share

There are no Directors or major shareholders holding more than 10% of the

Company’s share or the matters of mass share transfer.

5.6.11 Effect of, Risks Relating to and Response to the Changes in Management Rights

None

5.6.12 Litigation or Non-litigation Matters

None

5.6.13 Other Major Risks

None

5.7 Other Important Matters

None

  • 131 -

Ⅵ. Special Notes

6.1 Summary of Affiliated Company

Please refer to MOPS (Chinese website) > Single Company > Electronic Document

Download > Three Forms and Documents of Related Enterprises

(https://mopsov.twse.com.tw/mops/web/t57sb01_q10)

6.2 Private Securities in the Most Recent Year and before the Printing Date None

6.3 Other Supplementary Information

None

  • Ⅶ. The Matters Impacting Shareholder Equity or Securities Price in Accordance with Subparagraph 2, Paragraph 3, Article 36 in the Securities and Exchange Act in the Most Recent Year and Before the Printing Date

None

  • 132 -

Sinphar Pharmaceutical Co., Ltd.

Chairman: Chih Wen Lee

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