I.	Procedure and gist of agenda……………………………………………….…………….……………….……….	1
II.	Proposals
1.	Reports…………………….…………………………………………………………………………….……………….….…….	2
2.	Matters for ratification …………………….………………………………………………………………………….…….	2
3.	Matters for discussion and resolution……………………………………………………………………….…….….	4
4.	Election …………………………………………………………………………………………………………………………….	5
5.	Other matters proposed for discussion and resolution……………………………………………….………	6
6.	Extempore motions………………………………………………………………………………………….…………….…	6
7.	Meeting adjourned………………………………………………………………………………………….……………	6

III. Appendices

1.	Business Report………	7
2.	Audit Committee's Review Report…	10
3.	Auditors' Report and parent financial statements on 2014……	11
4.	Auditors' Report and consolidated financial statements on 2014	18
5.	Proposed revision of the Code of Ethics and Conducts………………………….…………………………	26
6.	Proposed revision to the Rules Governing Shareholders Meetings………….…………………………	29
7.	Proposed revision to the Rules Governing Election of Directors and Supervisors……………	35
8.	Proposed revision to the Procedural Rules for Providing Lending to Other Persons………	40
9.	Information of Director Nominees………………………….………………………………………………….……	41

IV. Exhibits

Rules Governing Shareholders Meetings…………………….………………………………………………	48
Rules Governing Election of Directors and Supervisors……………………………………………	56
Articles of Incorporation……………………………………………………………………………………………….…	59
Impact on the business performance, EPS and ROE of the Company from the dividend
shares and proposed distribution of bonus to employees and remuneration to directors
and supervisors as adopted by the Board of Directors…………………………………….……………….….	67
Required minimum and actual shareholding data by Directors ….…………………………………….…	68

ScinoPharm Taiwan, Ltd. Shareholders Meeting 2015

Procedure and gist of Agenda

I. Procedure

Time: 9:30a.m., Tuesday, 23 June 2015

Place: The Auditorium, Southern Taiwan Science Park Administration Building Address: 1F, 22 Nan-Ke 3rd Road, Southern Taiwan Science Park, XinShi District, Tainan City

1. Announcement of meeting in session (following the announcement of shares represented at the meeting)

2. Chairperson's address

3. Reports

(1) Business Report on 2014
(2) Audit Committee's review opinions on 2014 Financial Results
(3) Proposed revision of the Code of Ethics and Conduct

4. Matters proposed for ratification

(1) Business Report and Financial Statements for 2014
(2) Proposed earnings distribution plan for fiscal year 2014

5. Matters proposed for discussion and resolution

(1) Proposed capital increase by issuing new shares on retained earnings
(2) Proposed revision of the Rules Governing Shareholders Meetings and the Rules Governing Election of Directors and Supervisors
(3) Proposed revision of the Procedural Rules for Providing Lending to Other Persons

6. Election

(1) The 8th Election of Board of Directors (including independent directors)

7. Other matters proposed for discussion and resolution

(1) Proposed release of prohibition on Directors (including Independent Directors) and their representatives of the 8th election from participation in competitive business.

8. Extempore motions

9. Meeting adjourned

II. Proposals

1. Reports

(1) Business Report on 2014

Explanation: Please see pages 7 to 9 of the Agenda for the Business Report (Appendix 1).

(2) Audit Committee's review opinions on 2014 Financial Results

Explanation: The Audit Committee's review report is attached as Appendix 2 (at page 10).

(3) Proposed revision of the Code of Ethics and Conduct

Explanation:

a. To comply with the January 28, 2015 Taiwan Stock Exchange Corporation circular letter (Document No. 1040001716) promulgating amendments to certain provisions in the Guidelines for the Adoption of Codes of Ethical Conduct for TWSE/GTSM Listed Companies, the Company proposes the following revision to its Code of Ethics and Conduct according to the revised regulation.
b. Please see the proposed revisions to the Code of Ethics and Conduct juxtaposed with the current provision as show in Appendix 5 (at pages 26~28)

2. Matters for ratification

(1)Business Report and Financial Statements for 2014 (as adopted by the meeting of the Board of Directors)

Explanation:

a. The non-consolidated and consolidated financial statements of 2014 of the Company as adopted by the 25 March 2015 meeting of the Board of Directors and duly certified by LIN Tzu-Yu, Certified Public Accountant and LIU Tzu-Meng, Certified Public Accountant from PricewaterhouseCoopers Taiwan were duly submitted in conjunction with the Business Report to the Audit Committee for inspection. This inspection was completed with the Auditors' Reports duly issued.
b. Please see Appendix 1 (at pages 7~9) and Appendices 3-4 (at pages 11~25) for the Business Report, Auditors' Reports, non-consolidated and consolidated financial statements.
c. It is proposed that resolution be adopted to ratify the above reports, books, records and financial statements.

Resolution:

(2) Proposed earnings distribution plan for fiscal year 2014 (as adopted by the meeting of the Board of Directors)

Explanation:

a. The Company's earnings distribution for fiscal year 2014 is proposed, in accordance with the Company Act and its Articles of Incorporation, by the Board of Directors as follows:
b. With TWD 573,149,409 of cumulative distributable earnings for the period of 2014, the Company proposes to pay a cash dividend of TWD 0.2 and a stock dividend of TWD 0.4 for each share held.
c. In the event that, before the distribution record date, the proposed profit distribution is affected by any change in equity, it is proposed that the Board of Directors be authorized to adjust the cash and stock to be distributed to each share based on the number of actual shares outstanding on the record

date for distribution. It is proposed that the Board of Directors be authorized to determine the necessary action.

d. Subject to approval of the proposed earnings distribution plan by the shareholders' meeting, it is proposed that the Board of Directors be authorized to determine the ex-dividend date, dividend distribution date and other relevant matters.

ScinoPharm Taiwan, Ltd. Earnings Distribution Plan for Fiscal Year Ended 31 December 2014

After-tax net profit earned in 2014 Less: Legal reserve Plus: Actuarial gain(loss) presented in retained earnings Distributable profit from this period Plus: Accumulated undistributed earnings from previous period Total distributable earnings as of this period 573,149,409 Dividends to shareholders (Cash dividend TWD 200 on each 1,000 shares held) (Stock dividend 40 shares on each 1,000 shares held)	Item	Amount (TWD)
		484,142,565 (48,414,257) (1,812,610) 433,915,698 139,233,711
Undistributed earnings as of the end of the period		(140,592,858) (281,185,720) 151,370,831

Notes:

1. Remuneration payable to directors and supervisors for 2014 calculated based on the total distributable earnings of the year is TWD 8,678,314 with TWD 8,714,677 thereof accounted as the estimated amount payable and the difference of TWD 36,363 will be accounted as the gain (loss) in year 2015.
1. Bonus to employees payable for 2014 calculated based on the total distributable earnings of the year is TWD 867,832 with TWD 871,466 accounted as the estimated amount payable and the difference of TWD 3,634 will be accounted as the gain (loss) in year 2015.
1. In terms of earnings distribution for fiscal year 2014, priority is given to distributing the earnings posted in the given fiscal year while retained earnings from the previous fiscal year is drawn on to make up for any deficiency.
1. The actual amount of cash dividend paid to the shareholders shall be paid up to the rounded number with the fraction (if any) to be accounted as Other Income of the Company.

Chairperson:Kao-Huei Cheng CEO:Yung Fa Chen Chief Accountant:Carrie Lin

e. It is proposed that resolution be adopted for the authorization proposed above.

Resolution:

3. Matters for discussion and resolution

(1) Capital increase by issuing new shares on retained earnings (as adopted by the meeting of the Board of Directors)

Explanation:

a. In consideration of the capital call for the business expansion of the Company, it is proposed that TWD 281,185,720 of the undistributed earnings accumulated from the previous period be capitalized to issue 28,118,572 new shares for distributable stock dividend with 40 shares distributed on each 1,000 shares held.
b. Subject to the Authority's approval of the above capital increase by issuing new shares, the ex-dividend date and the relevant matters will be determined by the Board of Directors, who is authorized to do so and the new shares will be distributed to the shareholders as proposed according to the shareholding indicated in the shareholder registry as of the ex-dividend date with a relevant notice issued to each shareholder.
c. The shareholder may by himself/herself seek to pool within five days from the ex-dividend date the fractional dividend share (if any) received. The stock dividend will be distributed in cash pro rata on each fraction of a share held (if any) up to the full TWD dollar. The remaining fractional shares (if any) may be purchased by such particular principal according to the par value as contacted by the Chairman of the Board of Directors authorized to do so.
d. Subject to approval of the proposed earnings distribution plan by the shareholders' meeting, if the proposed profit distribution is affected by any change in equity, it is proposed that the Board of Directors be authorized to adjust the cash and stock to be distributed to each share based on the number of actual shares outstanding on the record date for distribution. It is also proposed that the Board of Directors be authorized to determine the necessary action. The shareholder will have in the new shares the same rights and obligations as those in the original shares held.

e. The Company will have TWD 7,310,828,600 in paid-in capital after the above capital increase.

f. It is proposed that resolution be adopted for the proposed issuance of new shares for capital increase.

Resolution:

(2) Proposed revision of the Rules Governing Shareholders Meetings and the Rules Governing Election of Directors and Supervisors (as adopted by the meeting of the Board of Directors)

Explanation:

a. In accordance with the January 28, 2015 Taiwan Stock Exchange Corporation circular letter (Document No. 1040001716) promulgating amendments to certain provisions in the Sample Template for XXX Co., Ltd. Rules of Procedure for Shareholders Meetings and Sample Template for XXX Co., Ltd. Procedures for Election of Directors and Supervisors, the Company proposes the following revision to its Rules Governing Shareholders Meetings and Rules Governing Election of Directors and Supervisors according to the revised regulation.
b. Please see the proposed revisions to the Rules Governing Shareholders Meetings and Rules Governing Election of Directors and Supervisors juxtaposed with the current provision as show in Appendix 6 and Appendix 7 (at pages 29~39)

c. It is proposed that resolution be adopted for the proposed revision.

Resolution:

(3) Proposed revision of the Procedural Rules for Providing Lending to Other Persons (as adopted by the meeting of the Board of Directors).

Explanation:

a. In accordance with the February 10, 2015 Taiwan Stock Exchange Corporation circular letter Document No. 1041800527, the Company has amended its Procedural Rules for Providing Lending to Other Persons.
b. Please see the proposed revisions to the Procedural Rules for Providing Lending to Other Persons juxtaposed with the current provision as show in Appendix 8 (at page 40).
c. It is proposed that resolution be adopted for the proposed revision.

Resolution:

4. Election

(1) The 8th Election of Board of Directors (including independent directors) (as adopted by the meeting of the Board of Directors).

Explanation:

a. The office term of the 7th Election of Board of Directors is from 13 June 2012 through 12 June 2015.
b. It is proposed that fifteen Directors (including three Independent Directors) should be elected in accordance with the Articles of Incorporation of the Company. According to Article 195 of the Company Act, in the event that the office term of the 7th Election of Board of Directors (including Independent Directors) is completed prior to the 8th election, the Directors should continue to exercise their office duties until stepping down upon assumption of office by the new Board of Directors. The Directors newly elected shall forthwith assume the office upon being elected and serve an office term of three years from the election date, namely from 23 June 2015 through 22 June 2018.
c. Article 23 of the Articles of Incorporation of the Company states that two or more of the above Directors shall be Independent Directors, and the total number of Independent Directors shall account for not less than one fifth (1/5) of the total number of directors. The Directors (including Independent Directors) shall be elected under the nomination system. Shareholders Meeting shall elect from among the candidates nominated.
d. Please see Appendix 9 (at pages 41~47) for the name list of the candidates nominated as adopted by the meeting of 7 May 2015 of the Board of Directors.
e. Shareholders are requested to vote to elect the new Directors.

Result :

5. Other matters proposed for discussion and resolution

(1) Proposed release of prohibition on Directors (including Independent Directors) and their representatives of the 8th election from participation in competitive business.

Explanation:

a. According to Article 209 of the Company Act, the Director who intends to do any act or activity which is within the scope of the Company's business for himself/herself or for any other person shall present to the shareholders meeting an explanation of the substantial content of the act or activity contemplated and obtain the approval of the shareholders meeting for him/her to do the act or activity or the shareholders meeting may adopt the resolution to account the income the Director has received from the act or activity for the Company's income.
b. In consideration that the members of the 8th Election of Board of Directors may do any act or activity and concurrently hold another office within the scope of the Company's business, it is proposed that resolution be adopted to release the newly elected 8th Election of Board of Directors from the non-compete restriction provided in Article 209 of the Company Act on the precondition that the above act or activity done by the director does not in any way prejudice the interests of the Company. Please see for detail the relevant material to be publicly disclosed at this shareholders meeting after the election.

Resolution:

6. Extempore motions
7. End of meeting

III. Appendices

Appendix 1

2014 Business Report

Dear Shareholders:

Following transformational changes, 2014 proved to be a challenging year for ScinoPharm. Our team has actively faced up to the challenges brought about by uncontrollable factors such as intense competition in the global pharmaceutical industry, severe cuts in healthcare spending worldwide, and increases in the costs of raw materials. An overview of the last year shows that ScinoPharm's business operations in the areas of APIs for generic drugs and CRAM (Contract Research and Manufacturing) services for new drugs did not perform as expected due to fluctuations in the industry and supplies of raw materials. Sales for a client's weight loss drug fell short in America, causing decreased orders for our exclusively produced API, topiramate; the revenues and profits of our two main oncological products were affected by increases in raw material prices brought on by supply shortages. Additionally, our Changshu plant in China is currently unable to achieve commercial production as a result of awaiting a potential US FDA plant inspection. This delay has caused idle capacity and increases in amortization and depreciation expenses. These factors, combined with pressures from annually decreasing prices for our generic API on the market, all impacted our overall performance in 2014.

Financial Performance

ScinoPharm's consolidated revenues for 2014 were TWD4.098 billion, a 19% decline compared to our TWD 5.088 billion revenues of the previous year; consolidated net profits after tax were TWD 484 million, a 62% decline compared to the previous year's TWD1.273 billion. Earnings per share (after tax) were TWD 0.69.

At the end of 2014, our paid-in capital amounted to TWD7.03 billion; our shareholders' equity was TWD9.38 billion, making up 82% of total assets, which equaled TWD 11.372 billion. Long-term fund was 1.87 times the amount of property, plant, and equipment, and our current ratio was 2.74, making for a sound financial structure.

Operational Performance

Over the past two years, ScinoPharm has been actively pursuing its double-A vertical integration strategy (API + ANDA, namely, Active Pharmaceutical Ingredient and Abbreviated New Drug Application). We formed strategic alliances with several pharmaceutical companies in the United States and China to expand our business operations in high-end generic drugs and new drugs in these two markets. These cooperative ventures will provide access to innovative products with higher value-adding. We have integrated our own resources with those of our alliances to expedite our product development cycle, boost our participation in the more lucrative end of the product value chain, and enhance our long-term competitive advantages and expansions for future growth.

We specialize in API with high technical entry barriers. Our main products continue to be market leaders, including our colorectal cancer drug, Irinotecan, which held 60-70 percent of the global market in 2013-2014; ScinoPharm provided 40-50 percent of API used to manufacture worldwide the non-small cell lung cancer and breast cancer drug, Docetaxel; ScinoPharm's ovarian cancer, lung cancer, and breast cancer drug Paclitaxel also had a 20-30 percent market share globally. Last year, we completed development 6 APIs on generic drugs. Also, 7 APIs were launched in the United States, Europe, and Japan, including products for the treatment of breast cancer, acute myeloid leukemia, non-small cell lung cancer, prostate cancer, and other oncology drugs, as well as products for the treatment of motor neuron disease, malignant hyperthermia, hepatitis B, and osteoporosis. At the end of 2014, ScinoPharm had registered a total of 694 drug master files (DMFs) worldwide, 50 of which were registered in the United States, making ScinoPharm the holder of the most DMFs among the standalone API companies. Additionally, with 24 registered oncology DMFs, ScinoPharm holds the most DMFs, compared with our international standalone API counterparts.

The ScinoPharm Changshu plant in China will, in the future, play an important role in the Chinese supply chain of our American and European clients. As of the end of 2014, the Changhsu plant had already obtained a total of 9 drug production permits and is expected to achieve commercial production after passing US FDA's plant inspection scheduled for late 2015 or early 2016. Currently, ScinoPharm has 12 products under review for drug licenses with the Chinese drug regulatory authorities, 10 of which were imported from Taiwan while the other 2 were produced locally. The plant is currently working on 7 CRAM projects, all in Phase II or Phase III of clinical trials, and operations are expected to increase gradually. The market has sustained rapid growth alongside China's economic development and promotion of healthcare reform policies, and ScinoPharm will continue to combine resources from our Taiwan and Mainland China plants to expand our geographic reach.

Regarding the construction progress of ScinoPharm's injectable plant, the first liquid vial production line is expected to commence pilot run in late 2015. In the early stages of this strategy, ScinoPharm will actively seek contract manufacturing opportunities for clinical trial of new clinical drugs development while simultaneously producing registration batches of our self-developed generic drugs. Our first home-made ANDA is expected to be submitted in 2017, and to help trigger US FDA inspection of our injectable plant in 2018; commercial manufacturing of injectable drug products can then commence, raising ScinoPharm's value creation in the anti-cancer drug supply chain to fulfill customers' needs in "one-stop shopping".

ScinoPharm's long-term efforts in pharmaceutical industry have received recognitions from both Taiwanese and international communities. In July of 2014, ScinoPharm received the highest rank (A++) in the 11th Information Disclosure and Transparency Ranking compiled by the Taiwan Stock Exchange Corporation; in October of the same year, ScinoPharm was named "API Supplier of the Year" at the Global Generics & Biosimilars Awards at the CPhI Worldwide Exhibition in Paris, France, and was highly praised in all indicators. ScinoPharm was the only company in the Asian region (excluding India) to receive an award.

Additionally, the professional media has also praised ScinoPharm's performance. In the "Leading Enterprise Survey" published in the October issue of Commonwealth Magazine, ScinoPharm was named as the most reputed enterprise for two consecutive years, winning the top spot in the biotechnology pharmaceutical industry. Also, in the Best Executive Team ranking in the Asian Pacific region (excluding Japan), compiled by the global authoritative financial magazine, Institutional Investor, ScinoPharm was selected as one of Asia's Most Honored Companies, with a ranking of #123. Of the 10 Taiwanese businesses that were featured on the list, ScinoPharm was the only pharmaceutical company.

In order to show our commitment to corporate social responsibility, our board of directors in 2014 approved a "Code of Conduct for Corporate Social Responsibility" to ensure that these corporate responsibilities are met in our active pursuit for improved operational performance. In accordance with current international trends, we seek to strike a balance among environment, society, and corporate governance. In October of the same year, we published our first Corporate Social Responsibility Report to document our economic, social, and environmental performance. In the future we will continue to focus on issues of importance to our stakeholders in our efforts to meet or exceed the public's expectations.

Future Developments

ScinoPharm is looking to accelerate our product development cycle and increase our product offerings using our own research and development capabilities, as well as actively collaborating with our global strategic partners to speed the drug production cycle. We plan to expand our CRAM services, undertaking projects with diverse technology and product efficacies for international drug companies. This will reduce current risks and improve capacity utilization, both to contribute to revenues while the Changshu plant in China is awaiting regulatory agency factory inspections. In addition, ScinoPharm will also keep optimizing existing manufacturing processes and management efficiencies to sharpen yield and make more effective use of our resources.

In order to enhance our value in the market place and our long-term competitiveness, ScinoPharm will continue to develop new products and expand our product portfolio; we plan to advance the company's original expertise in generic API's further into the development of new drug delivery technologies and new chemical entities (NECs), thus optimizing the company's market value and competitive advantage as part of our plan to become a comprehensive oncologic drug company that provides economic and efficient treatment for patients worldwide. We believe that our experienced R&D capabilities and innovative managerial strengths, coupled with the concentrated focus by all our colleagues, will allow us to solidify our operating foundations, grasp opportunities in this rapidly growing industry, and steadily expand our operating scale to create greater long-term value for our clients and shareholders.

Wish you all good health and fortune,

Kao-Huei Cheng, Chairman

Audit Committee's Review Report

The Board of Directors has prepared the Company's 2014 Business Report, parent and consolidated Financial Statements, and proposal for allocation of profits. The CPA firm of PricewaterhouseCoopers Taiwan was retained to audit the Company's Financial Statements and has issued an audit report relating to the Financial Statements. The Business Report, Financial Statements, and profit allocation proposal have been reviewed and determined to be correct and accurate by the Audit Committee members of ScinoPharm Taiwan, Ltd. According to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report.

ScinoPharm Taiwan, Ltd.

Chairman of the Audit Committee: Wei-Te Ho

March 25, 2015

SCINOPHARM TAIWAN, LTD. NON-CONSOLIDATED BALANCE SHEETS (Expressed in thousands of New Taiwan dollars)

		December 31, 2014		December 31, 2013
Assets	Notes	AMOUNT	%	AMOUNT	%

					18
					-
					9
					-
					-
					21
					2
					-
					50


					2

					16
					30
					-
					1
					1
					-
					-
					50
					100

(Continued)

SCINOPHARM TAIWAN, LTD. NON-CONSOLIDATED BALANCE SHEETS (Expressed in thousands of New Taiwan dollars)

		December 31, 2014		December 31, 2013
Liabilities and Equity Current liabilities	Notes	AMOUNT	%	AMOUNT	%
Financial liabilities at fair value through	6(8)
profit or loss - current		\$ 3,669	-	\$ 1,138	-
Notes payable		1,153	-	1,080	-
Accounts payable		44,268	1	160,379	1
Accounts payable - related parties	7	-	-	53,868	1
Other payables	6(9) and 7	427,203	4	557,967	5
Current income tax liabilities		27,738	-	147,735	1
Advance receipts		37,956	-	74,562	1
Total current liabilities		541,987	5	996,729	9
Non-current liabilities
Deferred income tax liabilities	6(22)	3,156	-	639	-
Accrued pension liabilities	5(2) and 6(10)	68,704	1	65,548	1
Refundable deposits received		1,656	-	-	-
Total non-current liabilities		73,516	1	66,187	1
Total Liabilities		615,503	6	1,062,916	10
Equity
Share capital	6(12)(14)
Share capital - common stock		7,029,643	70	6,759,272	63
Capital reserve	6(11)(13)
Capital surplus		1,257,277	13	1,247,796	12
Retained earnings	6(12)(14)(22)
Legal reserve		348,285	4	220,944	2
Special reserve		22,829	-	22,829	-
Undistributed earnings		621,563	6	1,348,058	13
Other equity interest	6(15)
Other equity interest		100,674	1	44,355	-
Total equity		9,380,271	94	9,643,254	90
Signficant contingent liabilities and	9
unrecognized contract commitments
Total liabilities and equity		\$ 9,995,774	100	\$ 10,706,170	100

SCINOPHARM TAIWAN, LTD. NON-CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

						Year ended December 31
			2014			2013
Items	Notes		AMOUNT	%		AMOUNT	%
Sales revenue	6(16) and 7	\$	4,092,478	100	\$	5,083,603	100
Operating costs	6(3)(10)(20)(21)
	and 7	(	2,428,110) (	59) (		2,513,605) (	49)
Net operating margin			1,664,368	41		2,569,998	51
Operating expenses	6(10)(20)(21)
	and 7
Selling expenses		(	172,955) (	4) (		185,894) (	4)
General and administrative expenses		(	356,189) (	9) (		434,038) (	8)
Research and development expenses		(	297,663) (	7) (		340,824) (	7)
Total operating expenses		(	826,807) (	20) (		960,756) (	19)
Operating profit			837,561	21		1,609,242	32
Non-operating income and expenses
Other income	6(17) and 7		65,136	2		64,849	1
Other gains and losses	6(7)(8)(18)		8,932	-	(	16,092)	-
Finance costs	6(19)	(	2)	-	(	1)	-
Share of profit/(loss) of subsidiaries,	6(5)
associates and joint ventures
accounted for under equity method		(	306,279) (	8) (		143,252) (	3)
Total non-operating income and
expenses		(	232,213) (	6) (		94,496) (	2)
Profit before income tax			605,348	15		1,514,746	30
Income tax expense	6(22)	(	121,205) (	3) (		241,342) (	5)
Profit for the year		\$	484,143	12	\$	1,273,404	25
Other comprehensive income
Financial statements translation	6(15)
differences of foreign operations		\$	56,319	1	\$	79,395	2
Actuarial (loss) gain on defined	6(10)
benefit plan		(	2,184)	-		498	-
Income tax relating to the components	6(22)
of other comprehensive income			371	-	(	85)	-
Other comprehensive income for the
year		\$	54,506	1	\$	79,808	2
Total comprehensive income for the
year		\$	538,649	13	\$	1,353,212	27
Basic earnings per share (in dollars)
Net income	6(23)	\$		0.69	\$		1.81
Diluted earnings per share (in dollars)
Net income	6(23)	\$		0.69	\$		1.81

SCINOPHARM TAIWAN, LTD. NON-CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Expressed in thousands of New Taiwan dollars)

						Retained earnings
	Notes	Share capital - common stock		Capital reserve	Legal reserve	Special reserve		Unappropriated retained earnings		Financial statements translation differences of foreign operations		Total
For the year ended December 31, 2013
Balance at January 1, 2013		\$ 6,499,300	\$	1,246,977	\$ 103,897	\$ 22,829	\$	1,231,176	(\$	35,040 )	\$	9,069,139
Appropriations of 2012 net income (Note):
Legal reserve		-		-	117,047	-	(	117,047 )		-		-
Cash dividends	6(14)	-		-	-	-	(	779,916 )		-	(	779,916 )
Stock dividends	6(12)(14)	259,972		-	-	-	(	259,972 )		-		-
Employee stock option compensation cost	6(13)	-		819	-	-		-		-		819
Net income for the year ended December 31, 2013		-		-	-	-		1,273,404		-		1,273,404
Other comprehensive income for the year ended December 31, 2013	6(15)	-		-	-	-		413		79,395		79,808
Difference between the acquisition or disposal price and carrying amount of subsidiaries:	6(13)
Acquisition of subsidiaries		-		188	-	-		-		-		188
Disposal of subsidiaries		-	(	188 )	-	-		-		-	(	188 )
Balance at December 31, 2013		\$ 6,759,272	\$	1,247,796	\$ 220,944	\$ 22,829	\$	1,348,058	\$	44,355	\$	9,643,254
For the year ended December 31, 2014
Balance at January 1, 2014		\$ 6,759,272	\$	1,247,796	\$ 220,944	\$ 22,829	\$	1,348,058	\$	44,355	\$	9,643,254
Appropriations of 2013 net income (Note):
Legal reserve		-		-	127,341	-	(	127,341 )		-		-
Cash dividends	6(14)	-		-	-	-	(	811,113 )		-	(	811,113 )
Stock dividends	6(12)(14)	270,371		-	-	-	(	270,371 )		-		-
Employee stock option compensation cost	6(13)	-		9,481	-	-		-		-		9,481
Net income for the year ended December 31, 2014		-		-	-	-		484,143		-		484,143
Other comprehensive income for the year ended December 31, 2014	6(15)	-		-	-	-	(	1,813 )		56,319		54,506
Balance at December 31, 2014		\$ 7,029,643	\$	1,257,277	\$ 348,285	\$ 22,829	\$	621,563	\$	100,674	\$	9,380,271

Note: The employees' bonuses were \$2,107 and \$2,293 and the directors' remuneration were \$21,068 and \$22,929 in 2012 and 2013, respectively, which had been deducted from net income for the year.

SCINOPHARM TAIWAN, LTD. NON-CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in thousands of New Taiwan dollars)
------------------------------------------------	--

			For the years ended December 31,
	Notes		2014		2013

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax for the year		\$	605,348	\$	1,514,746
Adjustments to reconcile net income to net cash provided by
operating activities
Income and expenses having no effect on cash flows
Loss on valuation of financial assets and liabilities			2,531		1,611
Provision for doubtful accounts	6(2)		66		5
Loss on inventory market price decline	6(3)		53,231		8,167
Provision for obsolescence of supplies			4,113		5,899
Share of loss of associates and joint ventures accounted	6(5)
for under equity method			306,279		143,252
Gain on disposal of long-term investments			-	(	2,331 )
Depreciation	6(6)(20)		385,861		374,874
Loss on disposal of property, plant and equipment	6(18)		1,392		3,156
Gain on reversal of impairment loss	6(6)(7)(18)	(	140 )	(	3,185 )
Amortizaton	6(20)		3,715		1,832
Employee stock option compensation costs	6(11)(13)		8,842		768
Interest income	6(17)	(	13,269 )	(	21,140 )
Interest expense	6(19)		2		1
Changes in assets/liabilities relating to operating activities
Net changes in assets relating to operating activities
Notes receivable			203	(	230 )
Accounts receivable			447,205	(	128,906 )
Other receivables			3,388	(	15,222 )
Other receivables–related parties			15,049	(	17,080 )
Inventories		(	9,173 )	(	566,247 )
Prepayment			54,297		7,768
Net changes in liabilities relating to operating activities
Notes payable			73		35
Accounts payable		(	116,111 )		35,159
Accounts payable–related parties		(	53,868 )		35,851
Other payables		(	198,725 )		78,175
Advance receipts Accrued pension liabilities		(	36,606 ) 972		72,379 584

Cash generated from operations			1,464,675		1,529,921
Interest received			13,392		21,140
Interest paid Income tax paid		( (	2 ) 287,647 )	( (	1 ) 301,984 )
Net cash provided by operating activities			1,190,418		1,249,076

(Continued)

SCINOPHARM TAIWAN, LTD. NON-CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in thousands of New Taiwan dollars)

			For the years ended December 31,
	Notes		2014		2013
CASH FLOWS FROM INVESTING ACTIVITIES
Decrease (increase) in pledged deposits		\$	15,485	( \$	850 )
Acquisition of investments accounted for under the equity
method - subsidiaries		(	105,437 )	(	399,205 )
Acquisition of investments accounted for under the equity
method - non-subsidiaries			-	(	107,388 )
Proceeds from liquidation of investments accounted for
under equity method - subsidiaries			-		2,377
Acquisition of property, plant and equipment	6(24)	(	630,241 )	(	448,070 )
Proceeds from disposal of property, plant and equipment			730		308
Acquisition of intangible assets		(	2,822 )	(	8,200 )
Increase in prepayment for equipment		(	141,533 )	(	229,044 )
Decrease in guarantee deposits paid			664		491
Net cash used in investing activities		(	863,154 )	(	1,189,581 )
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in refundable deposits received			1,656		-
Payment of cash dividends	6(14)	(	811,113 )	(	779,916 )
Net cash used in financing activities		(	809,457 )	(	779,916 )
Decrease in cash and cash equivalents		(	482,193 )	(	720,421 )
Cash and cash equivalents at beginning of year	6(1)		1,864,352		2,584,773
Cash and cash equivalents at end of year	6(1)	\$	1,382,159	\$	1,864,352

SCINOPHARM TAIWAN, LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Expressed in thousands of New Taiwan dollars)

		December 31, 2014		December 31, 2013
Assets	Notes	AMOUNT	%	AMOUNT	%
Current assets
Cash and cash equivalents	6(1)	\$ 1,927,603	17	\$ 2,289,428	20
Notes receivable, net		27	-	230	-
Accounts receivable, net	6(2) and 7	522,990	5	970,641	8
Other receivables		199,174	2	161,496	1
Inventory	5(2) and 6(3)	2,449,296	21	2,512,318	22
Prepayments		150,465	1	193,763	2
Other financial assets - current	8	-	-	15,552	-
Total current assets		5,249,555	46	6,143,428	53
Non-current assets
Financial assets measured at cost -	6(4)
non-current		167,673	1	167,673	1
Investments accounted for under equity	6(5)
method		79,923	1	90,455	1
Property, plant and equipment	5(2), 6(6)(8) and 7	5,065,025	45	4,213,982	37
Intangible assets		23,554	-	28,709	-
Deferred income tax assets	5(2) and 6(24)	364,381	3	305,089	3
Prepayments for equipment		285,167	3	399,306	4
Other financial assets - non-current	8	24,734	-	24,667	-
Long-term prepaid rent	6(7)	94,189	1	92,994	1
Other non-current assets		17,619	-	17,925	-
Total non-current assets		6,122,265	54	5,340,800	47
Total assets		\$ 11,371,820	100	\$ 11,484,228	100

(Continued)

SCINOPHARM TAIWAN, LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Expressed in thousands of New Taiwan dollars)

		December 31, 2014		December 31, 2013
Liabilities and Equity	Notes	AMOUNT	%	AMOUNT	%
Current liabilities
Short-term borrowings	6(9)	\$ 1,277,476	11	\$ 689,785	6
Financial liabilities at fair value through	6(10)
profit or loss - current		3,669	-	1,138	-
Notes payable		1,153	-	1,080	-
Accounts payable		53,813	1	264,437	2
Other payables	6(11)	516,228	5	594,800	5
Current income tax liabilities	6(24)	27,738	-	147,735	1
Advance receipts		37,956	-	75,812	1
Total current liabilities		1,918,033	17	1,774,787	15
Non-current liabilities
Deferred income tax liabilities	6(24)	3,156	-	639	-
Accrued pension liabilities	5(2) and 6(12)	68,704	1	65,548	1
Guarantee deposits received		1,656	-	-	-
Total non-current liabilities		73,516	1	66,187	1
Total liabilities		1,991,549	18	1,840,974	16
Equity attributable to owners of the parent
Share capital
Share capital - common stock	6(14)(16)	7,029,643	62	6,759,272	59
Capital reserve
Capital surplus	6(13)(15)(26)	1,257,277	11	1,247,796	11
Retained earnings	6(14)(16)(24)
Legal reserve		348,285	3	220,944	2
Special reserve		22,829	-	22,829	-
Undistributed earnings		621,563	5	1,348,058	12
Other equity interest
Other equity interest	6(17)	100,674	1	44,355	-
Total equity		9,380,271	82	9,643,254	84
Signficant contingent liabilities and	9
unrecognized contract commitments
Total liabilities and equity		\$ 11,371,820	100	\$ 11,484,228	100

SCINOPHARM TAIWAN, LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Expressed in thousands of New Taiwan dollars, except for earnings per share amounts)

				Year ended December 31
			2014			2013 (adjusted)
Items	Notes		AMOUNT	%		AMOUNT	%
Sales revenue	6(18) and 7	\$	4,097,844	100	\$	5,088,245	100
Operating costs	6(3)(12)(22)(23)	(	2,497,278) (	61) (		2,545,712) (	50)
Net operating margin			1,600,566	39		2,542,533	50
Operating expenses	6(7)(12)(22)(23) and 7
Selling expenses		(	177,695) (	4) (		188,443) (	4)
General and administrative expenses		(	447,541) (	11) (		538,715) (	10)
Research and development expenses		(	415,888) (	10) (		417,875) (	8)
Total operating expenses		(	1,041,124) (	25) (		1,145,033) (	22)
Operating profit			559,442	14		1,397,500	28
Non-operating income and expenses
Other income	6(19)		55,872	1		51,909	1
Other gains and losses	6(8)(10)(20)		6,532	-	(	16,189)	-
Finance costs	6(6)(21)	(	4,139)	-	(	7,916)	-
Share of profit/(loss) of associates and joint ventures accounted for under	6(5)
equity method		(	15,498)	-	(	16,791) (	1)
Total non-operating income and
expenses			42,767	1		11,013	-
Profit before income tax			602,209	15		1,408,513	28
Income tax expense	6(24)	(	118,066) (	3) (		135,109) (	3)
Profit for the year		\$	484,143	12	\$	1,273,404	25
Other comprehensive income
Actuarial (loss) gain on defined	6(12)
benefit plan		(\$	2,184)	-	\$	498	-
Financial statements translation	6(17)
differences of foreign operations			56,319	1		79,395	2
Income tax relating to the components	6(24)
of other comprehensive income			371	-	(	85)	-
Total other comprehensive income for the year		\$	54,506	1	\$	79,808	2

Total comprehensive income for the year		\$	538,649	13	\$	1,353,212	27
Profit attributable to:
Owners of the parent		\$	484,143	12	\$	1,273,404	25
Comprehensive income attributable
to:
Owners of the parent		\$	538,649	13	\$	1,353,212	27
Basic earnings per share	6(25)
Net income		\$		0.69	\$		1.81
Diluted earnings per share	6(25)
Net income		\$		0.69	\$		1.81

SCINOPHARM TAIWAN, LTD. CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

						Equity attributable to owners of the parent
					Retained Earnings
	Notes	Share capital - common stock	Capital reserve	Legal reserve	Special reserve	Undistributed earnings		Financial statements translation differences of foreign operations	Total	Non-controlling interest	Total equity
For the year ended December 31, 2013
Balance at January 1, 2013		\$ 6,499,300	\$ 1,246,977	\$ 103,897	\$ 22,829	\$ 1,231,176	(\$	35,040 )	\$ 9,069,139	\$ 1,603	\$ 9,070,742
Distribution of 2012 net income:
Legal reserve		-	-	117,047	-	( 117,047 )		-	-	-	-
Cash dividends	6(16)	-	-	-	-	( 779,916 )		-	( 779,916 )	-	( 779,916 )
Stock dividends	6(14)(16)	259,972	-	-	-	( 259,972 )		-	-	-	-
Employee stock option compensation cost	6(13)(15)	-	819	-	-	-		-	819	-	819
Net income for 2013		-	-	-	-	1,273,404		-	1,273,404	-	1,273,404
Other comprehensive income for 2013	6(17)	-	-	-	-	413		79,395	79,808	-	79,808
Difference between the acquisition or disposal price and carrying amount of subsidiaries	6(15)(26)
Acquisition of subsidiaries		-	188	-	-	-		-	188	-	188
Disposal of subsidiaries		-	( 188 )	-	-	-		-	( 188 )	-	( 188 )
Non-controlling interest		-	-	-	-	-		-	-	( 1,603 )	( 1,603 )
Balance at December 31, 2013		\$ 6,759,272	\$ 1,247,796	\$ 220,944	\$ 22,829	\$ 1,348,058	\$	44,355	\$ 9,643,254	\$ -	\$ 9,643,254
For the year ended December 31, 2014
Balance at January 1, 2014		\$ 6,759,272	\$ 1,247,796	\$ 220,944	\$ 22,829	\$ 1,348,058	\$	44,355	\$ 9,643,254	\$ -	\$ 9,643,254
Distribution of 2013 net income:
Legal reserve		-	-	127,341	-	( 127,341 )		-	-	-	-
Cash dividends	6(16)	-	-	-	-	( 811,113 )		-	( 811,113 )	-	( 811,113 )
Stock dividends	6(14)(16)	270,371	-	-	-	( 270,371 )		-	-	-	-
Employee stock option compensation cost	6(13)(15)	-	9,481	-	-	-		-	9,481	-	9,481
Net income for 2014		-	-	-	-	484,143		-	484,143	-	484,143
Other comprehensive income for 2014	6(17)	-	-	-	-	( 1,813 )		56,319	54,506	-	54,506
Balance at December 31, 2014		\$ 7,029,643	\$ 1,257,277	\$ 348,285	\$ 22,829	\$ 621,563	\$	100,674	\$ 9,380,271	\$ -	\$ 9,380,271

SCINOPHARM TAIWAN, LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

			For the years ended December 31,
	Notes		2014		2013

CASH FLOWS FROM OPERATING ACTIVITIES
Consolidated profit before tax for the year		\$	602,209	\$	1,408,513
Adjustments to reconcile net income to net cash provided by
operating activities
Income and expenses having no effect on cash flows
Loss on valuation of financial assets and liabilities			2,531		1,611
Provision for doubtful accounts	6(2)		66		5
Loss on inventory market price decline	6(3)		71,954		4,678
Provision for obsolescence of supplies			6,887		5,899
Share of loss of associates and joint ventures accounted	6(5)
for under the equity method			15,498		16,791
Depreciation	6(6)(22)		458,019		437,569
Loss (gain) on disposal of property, plant and equipment	6(20)		4,077	(	3,338 )
Gain on reversal of impairment loss Amortization	6(6)(8)(20) 6(22)	(	140 ) 13,082	(	3,185 ) 9,949
Employee stock option cost	6(13)(15)		9,481		819
Interest income	6(19)	(	32,308 )	(	37,646 )
Interest expense	6(21)		4,139		7,916
Changes in assets/liabilities relating to operating activities
Net changes in assets relating to operating activities
Notes receivable			203	(	230 )
Accounts receivable			447,585	(	129,312 )
Other receivables		(	37,801 )	(	65,196 )
Inventories		(	740 )	(	647,254 )
Prepayments			36,411		14,599
Net changes in liabilities relating to operating activities
Notes payable			73		35
Accounts payable		(	210,624 )		41,363
Other payables		(	206,068 )		81,974
Advance receipts		(	37,856 )		73,629
Accrued pension liabilities			972		86
Cash generated from operations			1,147,650		1,219,275
Interest received			32,431		37,646
Interest paid		(	4,139 )	(	7,916 )
Income tax paid		(	287,647 )	(	309,532 )
Net cash provided by operating activities			888,295		939,473

(Continued)

SCINOPHARM TAIWAN, LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in thousands of New Taiwan dollars)

			For the years ended December 31,
	Notes		2014		2013
CASH FLOWS FROM INVESTING ACTIVITIES
Decrease (increase) in pledged deposits		\$	15,485	( \$	850 )
Acquisition of investments accounted for under equity
method			-	(	107,388 )
Cash paid for acquisition of property, plant and equipment	6(27)	(	829,051 )	(	738,918 )
Interest paid for acquisition of property, plant and	6(6)(21)(27)
equipment		(	13,191 )		-
Proceeds from disposal of property, plant and equipment			1,426		6,984
Cash paid for acquisition of intangible assets		(	5,358 )	(	18,215 )
Increase in prepayment for equipment		(	176,131 )	(	487,112 )
Decrease (increase) in other non-current assets - guarantee
deposits paid			306	(	988 )
Net cash used in investing activities		(	1,006,514 )	(	1,346,487 )
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term borrowings			587,691		426,109
Increase in guarantee deposits received			1,656		-
Payment of cash dividends	6(16)	(	811,113 )	(	779,916 )
Decrease in non-controlling interests			-	(	1,603 )
Net cash used in financing activities		(	221,766 )	(	355,410 )
Effect of foreign exchange rate changes on cash and cash
equivalents		(	21,840 )		16,840
Decrease in cash and cash equivalents		(	361,825 )	(	745,584 )
Cash and cash equivalents at beginning of year	6(1)		2,289,428		3,035,012
Cash and cash equivalents at end of year	6(1)	\$	1,927,603	\$	2,289,428

Proposed Revision of the Code of Ethics and Conducts

Current Provision	Revision Proposed	Remark
	workable whistle-blowing system and inform the employees that the Company will to the best of its efforts protect the information provider from possible retaliation.
Article 10 (Discipline and redress) In the event of a breach of this Code by the director, supervisor or managerial officer, the Company shall act in accordance with the relevant laws and regulations and promptly disclose on the M.O.P.S. the name and title of position of the offender, the date of occurrence and the event of the breach, the provision of this Code concerned and the dealing and disposition of the event. Those who are imposed discipline on account of the violation of this Code alleged against them may seek an appeal in accordance with the relevant rules.	Article 10 (Discipline and redress) In the event of a breach of this Code by the director, supervisor or managerial officer, the Company shall act in accordance with the relevant laws and regulations and promptly disclose on the M.O.P.S. the date of occurrence and the event of the breach, the provision of this Code concerned and the dealing and disposition of the event. The Company shall also establish the relevant appeal system for the offenders of this Code seeking redress	The revision is proposed in line with the coming into force of the Personal Information Protection Act. In consideration of the integrity of this Code established by the Company and the protection of the rights and interests of the individuals held in violation of this Code, it is necessary for the Company to establish the appeal system to accord those individuals held in violation of this Code the opportunity to their defense and redress.
Article 11 (Exception) For the director, supervisor or managerial officer of the Company to be exempted from the operability of this Code (where necessary), a relevant resolution must be adopted by the meeting of the Board of Directors and the name and title of position of the individual granted the exemption, the date of the resolution, the duration of and the reasons for granting the exemption and the provision(s) of this Code concerned must be promptly disclosed on the M.O.P.S. for the	Article 11 (Exception) For the director, supervisor or managerial officer of the Company to be exempted from the operability of this Code (where necessary), a relevant resolution must be adopted by the meeting of the Board of Directors, the date of which resolution and the dissent or qualified opinion expressed by the independent director (if any), the duration of and the reasons for granting the exemption and the provision(s) of this Code concerned must be promptly disclosed on the	The revision is proposed in line with the coming into force of the Personal Information Protection Act and by reference to Article 14-3 of the Securities & Exchange Act as well as in consideration of meeting the requirement that all TWSE/GTSM Listed Companies must

Current Provision	Revision Proposed	Remark
shareholders to evaluate the acceptability of the resolution adopted by the meeting of the Board of Directors to prevent unauthorized or questionable exemptions and to secure good control of grants of exemptions with a view to the protection of the Company.	M.O.P.S. for the shareholders to evaluate the acceptability of the resolution adopted by the meeting of the Board of Directors to prevent unauthorized or questionable exemptions and to secure good control of grants of exemptions with a view to the protection of the Company.	complete the establishment of independent directors by 2017.
Article 12 (Disclosure) This Code and all subsequent revisions hereof as duly authorized shall be publicly disclosed in the annual report, prospectus and the Market Observation Post System.	Article 12 (Disclosure) This Code and all subsequent revisions hereof as duly authorized shall be publicly disclosed online on the Company's website, in the annual report, prospectus and the Market Observation Post System.	The revision is proposed by reference to the NYSE List Company Manual 303A.10 (which requires that listed companies disclose on their company website their established code of ethics and conducts) and Article 3-3 of the Taiwan Stock Exchange Corporation Rules Governing Information Filing by Companies with TWSE Listed Securities and Offshore Fund Institutions with TWSE Listed Offshore Exchange-Traded Funds (which requires that a TWSE listed company must maintain a company website).

Proposed Revision of the Rules Governing Shareholders Meetings

Current Provision	Revision Proposed	Remark
Article 5 Except as otherwise provided	Article 5 Except as otherwise provided	1. The revision and
by laws or regulations, the meeting of	by laws or regulations, the meeting of	re-paragraphing
the shareholders of the Company shall	the shareholders of the Company shall	of paragraphs two
be convened by the Board of Directors.	be convened by the Board of Directors.	and three is
The notice of a general shareholders	The Company shall produce the	proposed by
meeting shall be delivered to the	electronic files of the notice of	reference to
shareholders each with the proposed	shareholders meeting, the proxy form,	paragraph two,
agenda twenty (20) days prior to the	and the matters proposed with	Article 3 of the
scheduled meeting date. The notice of	explanation given for ratification,	Sample Template
an extraordinary shareholders meeting	discussion, proposed election or	for XXX Co., Ltd.
shall be delivered to the shareholders	dismissal of directors by the meeting	Rules of
each with a copy of the agenda ten (10)	and have the files uploaded to the	Procedure for
days prior to the scheduled meeting	M.O.P.S. thirty (30) days ahead of the	Shareholders
date.	scheduled meeting date for a general	Meetings and
Subject to the public offering of the	shareholders meeting and fifteen (15)	paragraph one,
shares of the Company, the notice of a	days ahead for an extraordinary	Article 6 of the
general shareholders meeting shall be	shareholders meeting. The Company	Corporate
delivered to the shareholders each	shall produce and upload to the	Governance Best
thirty (30) days prior to the scheduled	M.O.P.S. the electronic files of the	Practice Principles
meeting date, which notice may be	meeting agenda and relevant	for TWSE/GTSM
delivered to the shareholder who holds	supplemental materials twenty-one	Listed Companies.
less than 1,000 registered shares of the	(21) days ahead of the scheduled	2. The revision of
Company by public notice posted online	meeting date for a general shareholders	paragraph four is
through the Market Observation Post	meeting and fifteen (15) days ahead for	proposed in
System. Subject to the public offering	an extraordinary shareholders meeting.	accordance with
of the shares of the Company, the	The Company shall produce and display	the provision of
notice of an extraordinary shareholders	paper copies of the meeting agenda	Article 56-1 and
meeting shall be delivered to the	with relevant supplemental materials at	60-2 of the
shareholders each fifteen (15) days	the premises of the Company as well as	Regulations
prior to the scheduled meeting date,	the stock affairs agency entrusted by	Governing the
which notice may be delivered to the	the Company fifteen (15) days prior to	Offering and
shareholder who holds less than 1,000	the meeting date ready for the	Issuance of
registered shares of the Company by	shareholders to collect/read at any	Securities by
public notice posted online through the	time, which shall also be distributed at	Securities Issuers.
Market Observation Post System.	the meeting site.
The (personal) notice and the public	The (personal) notice and the public
notice of the shareholders meeting	notice of the shareholders meeting
both shall manifestly indicate the cause	both shall manifestly indicate the cause
of the meeting and may, subject to the	of the meeting and may, subject to the
prior consent of the shareholder	prior consent of the shareholder
concerned, be delivered to the	concerned, be delivered to the
shareholder electronically. Proposed	shareholder electronically. Proposed
election, removal of a director or	election, removal of a director or
supervisor, proposed revision of the	supervisor, proposed revision of the

Current Provision	Revision Proposed	Remark
Articles of Incorporation, proposed dissolution, merger, division of the Company or any of the matters provided in paragraph one of Article 185 of the Company Act, Article 26-1 or Article 43-6 of the Securities and Exchange Act (if any) must be listed in the proposed agenda and cannot be proposed by way of an extempore motion at the meeting. …… (Omitted.)	Articles of Incorporation, proposed dissolution, merger, division of the Company or any of the matters provided in paragraph one of Article 185 of the Company Act, Article 26-1 or Article 43-6 of the Securities and Exchange Act and/or Article 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers (if any) must be listed in the proposed agenda and cannot be proposed by way of an extempore motion at the meeting. …… (Omitted.)
Article 8 The Company shall indicate in the notice of shareholders meeting the hour when and the place where the shareholders shall check-in to attend the meeting and other matters for attention. The check-in desk shall bear a conspicuous signboard with suitable personnel to process shareholders check-in. The shareholder or his/her designated proxy (hereinafter "shareholder") shall present his/her attendance identification, attendance card or other evidence of attendance to be admitted to the meeting. A proxy solicitor shall present his/her identification document for verification. …… (Omitted.)	Article 8 The Company shall indicate in the notice of shareholders meeting the hour when and the place where the shareholders shall check-in to attend the meeting and other matters for attention. The hour when the shareholders may check-in to attend the meeting as provided in the preceding paragraph shall commence no later than thirty (30) minutes before the meeting is called to order. The check-in desk shall bear a conspicuous signboard with suitable personnel to process shareholders check-in. The shareholder or his/her designated proxy (hereinafter "shareholder") shall present his/her attendance identification, attendance card or other evidence of attendance to be admitted to the meeting. The Company must not without due authorization request the shareholder or authorized proxy to present any additional evidence or document to prove their entitlement to attend the meeting. A proxy solicitor shall present his/her identification document for verification. …… (Omitted.)	The revision of paragraphs two and three is proposed by reference to paragraph two, Article 6 of the Sample Template for XXX Co., Ltd. Rules of Procedure for Shareholders Meetings and paragraph one, Article 6 of the Corporate Governance Best Practice Principles for TWSE/GTSM Listed Companies.

Revision Proposed	Remark
	The revision is
	proposed by
shall be presided by the	reference to Section
	E.2.3 of the UK
Directors. If he/she has requested for	Corporate
leave from or for whatever reason is	Governance Code
unable to perform his/her powers and	(which provides
duties at the meeting, the	that the chairman
Chairman/Chairwoman of the Board of	should arrange for
Directors shall appoint a director to act	the Audit
in his/her stead. Absent the above	Committee,
	Compensation and
	Nomination
	Committees to be
	available to answer
	questions at the
	shareholders
	meeting),
	paragraphs 6 and 7
	of the Corporate
	Governance
	Evaluation Indicators, and
	paragraph two of
	Article 6 of the
	Corporate
	Governance Best
	Practice Principles
	for TWSE/GTSM
	Listed Companies.

function-oriented committees
established; and the attendance to the



Article 14 The shareholder will have	The original
one vote on each share held.	provision is the
Notwithstanding, the holder will have	provision of
	paragraph two,
in paragraph two of Article 179 of the	Article 179 of the
	Company Act. The
	revision is therefore
	proposed by
	reference to the
	Paragraph one, Article 13 of the
Article 14 The shareholder will have one	Article 9 The shareholders meeting convened by the Board of Directors Chairman/Chairwoman of the Board of appointment, the directors shall elect one from among themselves to preside at the meeting. The director or the representative of the corporate director appointed to preside at the shareholders meeting acting instead of the Chairman / Chairwoman of the Board of Directors provided in the preceding paragraph must have held his/her directorship for a period of six months or more and must be well informed of the financial standing and business of the Company. The shareholders meeting convened by the Board of Directors should be presided by the Chairman of the Board of Directors and attended by the majority of the directors and one or more supervisors, and one or more members for each of the meeting shall be recorded in the minutes of the meeting. …… (Omitted.) no voting right on the shares described Company Act.

Current Provision	Revision Proposed	Remark
3. The shares of a holding company and its subordinate company(ies) that are held by another company, where the total number of the shares or total shares equity of that company held by the holding company and its subordinate company(ies) directly or indirectly represents more than one half of the total number of voting shares or the total share equity of such a company.		Sample Template for XXX Co., Ltd. Rules of Procedure for Shareholders Meetings.
Article 16 The voting right of the shareholder may be exercised in writing or electronically, in which case, the method of exercising the voting right shall be manifestly indicated in the notice of the shareholders meeting. The shareholder who elects to exercises his/her voting right in writing or electronically will be deemed to have attended the meeting in person, provided that he/she will be deemed to waive his/her voting right with respect to the revision proposed on an issue listed in the agenda or new issues proposed by way of an extempore motion at the meeting. …… (Omitted.)	Article 16 The voting right of the shareholder shall be exercised electronically and may be exercised in writing and the method of exercising the voting right shall be manifestly indicated in the notice of the shareholders meeting. The shareholder who elects to exercises his/her voting right in writing or electronically will be deemed to have attended the meeting in person, provided that he/she will be deemed to waive his/her voting right with respect to the revision proposed on an issue listed in the agenda or new issues proposed by way of an extempore motion at the meeting; the Company shall accordingly avoid initiating any proposal to change the agenda or any extempore motions. …… (Omitted.)	The revision is proposed in line with the adoption of electronic voting and voting as the only method to adopt a resolution by reference to paragraph two, Article 13 of the Sample Template for XXX Co., Ltd. Rules of Procedure for Shareholders Meetings.
Article 17 Except as otherwise provided by the Company Act, the resolution of the shareholders meeting must be adopted by the majority votes represented at the meeting. When a proposal is submitted for voting by the meeting, the chairperson or the relevant personnel appointed by the chairperson shall announce in advance the total amount of votes accountable to be voted on the issue. On each issue submitted for resolution by the meeting, the chairperson or his/her designated personnel shall	Article 17 Except as otherwise provided by the Company Act, the resolution of the shareholders meeting must be adopted by the majority votes represented at the meeting. When a proposal is submitted for voting by the meeting, the chairperson or the relevant personnel appointed by the chairperson shall announce in advance the total amount of votes accountable to be voted on the issue and the number of approval votes, disapproval votes and waivers each shall be published on the M.O.P.S. on the day	The revision is proposed in line with the adoption of electronic voting and voting as the only method to adopt a resolution by reference to paragraphs five through eight, Article 13 of the Sample Template for XXX Co., Ltd. Rules of Procedure for

Current Provision	Revision Proposed	Remark
announce the total amount of votes	following the end of the shareholders	Shareholders
represented by the shares present at	meeting.	Meetings.
the meeting before the voting takes
place. If no shareholder present at the	(The second paragraph is removed.)
meeting expresses any objection to the
issue at hand after the chairperson has	(The third paragraph is removed.)
duly requested all of the shareholders
present at the meeting to state their	Where of the same issue is proposed a
opinion on the issue, the resolution on	revision and a replacement, the
the issue shall be deemed adopted	chairperson shall determine the order
having the same binding effects as one	of the voting on the three proposals:
adopted by voting.	the original as proposed, the original
The shareholder will express his/her	with the revision proposed and the
objection (if any) to the issued at hand	proposed replacement respectively.
by voting in accordance with the	Once the resolution is adopted on one
preceding paragraph. Except the	of the three proposals, the others shall
proposals listed in the agenda, all new	be deemed denied without voting.
issues, revision or replacement of the	The personnel to supervise the voting
proposals listed in the agenda proposed by a shareholder must be seconded by	and count the ballots voted shall be appointed by the chairperson, provided
other shareholders.	that the personnel to supervise the
Where of the same issue is proposed a	voting must be the shareholder(s) of
revision and a replacement, the	the Company.
chairperson shall determine the order	The ballots voted either for adopting a
of the voting on the three proposals:	resolution or election shall be openly
the original as proposed, the original	counted at the meeting and the result
with the revision proposed and the	of the voting (including the calculation
proposed replacement respectively.	of the ballots) shall be forthwith
Once the resolution is adopted on one	announced upon completion of the
of the three proposals, the others shall	counting of the ballots and recorded in
be deemed denied without voting.	the meeting minutes.
The personnel to supervise the voting
and count the ballots voted shall be
appointed by the chairperson, provided
that the personnel to supervise the
voting must be the shareholder(s) of the Company.
The ballots voted either for adopting a
resolution or election shall be openly
counted at the meeting and the result
of the voting (including the calculation
of the ballots) shall be forthwith
announced upon completion of the
counting of the ballots and recorded in
the meeting minute.

Current Provision	Revision Proposed	Remark
Article 19 The resolutions adopted by	Article 19 The resolutions adopted by	The revision is
the shareholders meeting shall be	the shareholders meeting shall be	proposed in line
recorded in writing, which meeting	recorded in writing, which meeting	with the adoption of
minutes shall be signed or sealed by the	minutes shall be signed or sealed by the	electronic voting
chairperson and distributed to the	chairperson and distributed to the	and voting as the
shareholders each within twenty (20)	shareholders each within twenty (20)	only method to
days after the meeting. The meeting	days after the meeting. The meeting	adopt a resolution
minutes may be produced and	minutes may be produced and	by reference to
distributed electronically.	distributed electronically.	Article 15 of the
The above meeting minutes may be	The Company may distribute the above	Sample Template for
distributed to the shareholder by public	meeting minutes to the shareholders by	XXX Co., Ltd. Rules
notice.	public notice on the M.O.P.S.	of Procedure for
The meeting minutes shall accurately	The meeting minutes shall accurately	Shareholders
indicate the year, month, date, the	indicate the year, month, date, the	Meetings.
venue, name of the chairperson,	venue, name of the chairperson,
method of adopting resolutions, the	method of adopting resolutions, the
gist of the proceeding and the	gist of the proceeding and the
conclusion of the meeting and kept by	conclusion of the meeting and kept by
the Company throughout the existence	the Company throughout the existence
of the Company.	of the Company.
Where the method of adopting
resolutions provided in the provided in	(The last paragraph is removed.)
the preceding paragraph means the
resolution is adopted unanimously with
no objection expressed on the
chairman's request to the shareholders
present at the meeting for hearing their
opinion, the meeting minutes shall
indicate Adopted unanimously by the
shareholders present at the meeting
after the chairperson requested to hear
opinions. Where the resolution is
adopted with objection expressed by
the shareholder(s), the meeting
minutes shall manifestly indicate the
voting method, the number of votes for
the voted issue received and the
number of shares represented by the
votes.

Appendix 7

Proposed Revision of the Rules Governing Election of Directors and Supervisors

Current Provision	Revision Proposed	Remark
Article 1 These Rules are established under Articles 21 and 41 of the Corporate Governance Best Practice Principles for Publicly Listed And Traded-Over-The-Counter Companies with a view to the open, just and just elections of the directors and supervisors of the Company.	Article 1 These Rules are established under Articles 21 and 41 of the Corporate Governance Best Practice Principles for Publicly Listed And Traded-Over-The-Counter Companies with a view to the open, just and just elections of the directors and supervisors of the Company.	The revision of the Chinese wording is proposed in line with the designation of these Rules.
Article 2 Except as otherwise provided by laws, regulations or the Articles of Incorporation of the Company, the directors and supervisors of the Company shall be elected in accordance with these Rules.	Article 2 Except as otherwise provided by laws, regulations or the Articles of Incorporation of the Company, the directors and supervisors of the Company shall be elected in accordance with these Rules.	The revision of the Chinese wording is proposed in line with the designation of these Rules.
Article 3 The directors of the Company shall be elected in consideration of the functions and duties of the Board of Directors as a whole. The members of the Board of Directors must be generally equipped with the relevant knowledge, skill, education and training needed for them to perform their functions and duties. The members of the Board of Directors as a whole must have the general ability to 1. make business judgments and decisions; 2. conduct fiscal and financial analyses; 3. carry out and manage the business of the Company; 4. deal with crisis; 5. get hold of the relevant knowledge about the industries; 6. perform functions and duties from a global perspective; 7. exercise leadership skill; and 8. make policy decisions.	Article 3 The directors of the Company shall be elected in consideration of the functions and duties of the Board of Directors as a whole. The Board of Directors shall be formed by members of diversified backgrounds to enable the making of appropriate directives and policies to meet the needs of managing its operation and the type of business operation and development of the Company, for which purpose, the qualification of the candidate in, among others, the following two major aspects shall be considered: 1. Basic qualification and values: gender, age, nationality and cultural background; and 2. Special knowledge and skill: special background (such as legal, accounting, fields of industry, financial, marketing or technology), special skill and practical industrial experience. The members of the Board of Directors must be generally equipped with the relevant knowledge, skill, education and training needed for them to	1. The revision of the first paragraph is proposed with the paragraphs re-sequenced in accordance with paragraph three, Article 20 of the Corporate Governance Best Practice Principles for TWSE/GTSM Listed Companies with respect to the need of diversified background of the board of directors. 2. Addition of a third paragraph is proposed in compliance with Article 37 of the same Best Practice Principles

Current Provision	Revision Proposed	Remark
	perform their functions and duties.
	The members of the Board of Directors
	as a whole must have the general
	ability to
	1. make business judgments and
	decisions;
	2. conduct fiscal and financial analyses;
	3. carry out and manage the business
	of the Company;
	4. deal with crisis;
	5. get hold of the relevant knowledge about the industries;
	6. perform functions and duties from a
	global perspective;
	7. exercise leadership skill; and
	8. make policy decisions.
	The majority of the directors must not
	be the spouse or a relative within the
	second degree of kinship to another
	among themselves.

Article 4 The supervisor of the	Article 4 The supervisor of the	The revision of
Company must	Company must	paragraphs three to
1. be honest and have integrity;	1. be honest and have integrity;	five is proposed by
2. be able to make fair and just judgment;	2. be able to make fair and just judgment;	reference to Article 4 of the Sample
3. have special knowledge;	3. have special knowledge;	Template for xxx Co.,
4. have extensive experience;	4. have extensive experience;	Ltd. Procedures for
5. be able to read financial statements;	5. be able to read financial statements;	Election of Directors
Subject to the fulfillment of the above	Subject to the fulfillment of the above	and Supervisors in
eligibility requirements, the Company	eligibility requirements, the Company	consideration of
will have at least one supervisor who	will have at least one supervisor who	clarity of the
must be a professional in the field of	must be a professional in the field of	provision and in
accounting or finance.	accounting or finance.	adherence to
	The impartiality of the supervisor must be verified in accordance with the	paragraph one, Article 216 of the
	Regulations Governing Appointment of	Company Act.
	Independent Directors and Compliance
	Matters for Public Companies with a
	view to strengthening the risk
	management and financial, operational
	control.
	There must be one or more members
	among the supervisors themselves or among the supervisors and the
	directors themselves who is not the
	spouse or a relative within the second
	degree of kinship to another supervisor

Current Provision	Revision Proposed	Remark
	or director. No supervisor of the Company shall serve a concurrent office of the director, managerial officer or any other position of employment; and, in consideration of efficient supervisory control, there must be at least one from among the supervisors who has his/her domicile within the country.
Article 6 The directors of the Company shall be elected based on nomination in accordance with Article 192-1 of the Company Act.	Article 6 The directors and supervisors of the Company shall be elected based on nomination in accordance with Article 192-1 of the Company Act. For the purpose of investigating the qualification, academic and practical background of the candidates to be appointed the directors, supervisors of the Company and whether or not the provision of Article 30 of the Company Act shall invoke to operate, no additional written evidence of qualification shall be produced without authorization. The result of the investigation must be presented to the shareholders for consideration for them to elect appropriate directors, supervisors for the Company. Should for whatever reason the number of directors falls below 5, the Company shall have new directors elected by the upcoming shareholders meeting. Notwithstanding, where the vacant offices of the directors account for 1/3 or the number specified in the Articles of Incorporation of the Company, the Company shall, within 60 days from the date of the occurrence, convene an extraordinary shareholders meeting to elect new directors to fill in the vacancies. Where the number of independent directors falls short of the number provided in the provision of paragraph one, Article 14-2 of the Securities and Exchange Act and the relevant	This revision is proposed by reference to Article 6 of the Sample Template for xxx Co., Ltd. Procedures for Election of Directors and Supervisors in line with the Company's adoption of the nomination regime to determine the candidates for the election of directors and supervisors provided for by Articles 22 and 42 of the Corporate Governance Best Practice Principles for TWSE/GTSM Listed Companies.
	provision of the Taiwan Stock Exchange Corporation Rules Governing Review of

Current Provision	Revision Proposed	Remark
	Securities Listings, new independent directors shall be elected by the upcoming shareholders meeting to fill the vacancies. Where all of the independent directors have been removed or discharged, an extraordinary shareholders meeting must be convened within 60 days of the occurrence to elect new independent directors. Where for whatever reason the number of supervisors falls short of the number provided in the Articles of Incorporation of the Company, new supervisors shall advisably be elected by the upcoming shareholders meeting to fill the vacancies. Notwithstanding, where all of the supervisors have been removed or discharged, an extraordinary shareholders meeting must be convened within 60 days of the occurrence to elect new supervisors to fill in the vacancies.
Article 7 The Company adopts the nominated cumulative voting system for the election of the directors and the supervisors: the shareholder will have the same amount of votes entitled on each share held as the number of the directors, supervisors to be elected, which votes may be cumulated and cast for a single candidate or distributed among a plurality of candidates. The Company adopts the candidates' nomination system for the election of the independent director. The shareholders will elect from among the candidates nominated. The election of the independent director and the non-independent directors shall be held jointly with the number of the elect to be counted separately in accordance with the Articles of Incorporation of the Company and these Rules.	Article 7 The nominated cumulative voting system shall be adopted for the election of the directors and the supervisors of the Company: The shareholder will have the same amount of votes entitled on each share held as the number of the directors, supervisors to be elected, which votes may be cumulated and cast for a single candidate or distributed among a plurality of candidates. The Company adopts the candidates' nomination system for the election of the independent director. The shareholders will elect from among the candidates nominated. The election of the independent director and the non-independent directors shall be held jointly with the number of the elect to be counted separately in accordance with the Articles of Incorporation of the Company and these Rules.	With respect to the ballots the Company is to duly prepare to be used to elect directors and supervisors after adopting the nominated cumulative voting system provided for by Article 198 of the Company Act, according to the letter explanation of 17 June 2013 (ref. Jing-Shang-Zi No. 10202067100) issued by the Department of Commerce, Ministry of Economic Affairs, the Company Act has provided no

Current Provision	Revision Proposed	Remark
		rules or limitations with respect to the preparation of the ballots to be used for the election of directors and supervisors of a company limited by shares and so the preparation of the ballots is allowed to remain a matter within the autonomy domain of the company to be decided in the sole discretion of the company. The revision is accordingly proposed.
Article 13 The votes cast will be opened and counted on site upon completion of the voting and the chairperson shall announce the election result on site by reading out the names of the directors and supervisors elect.	Article 13 The votes cast will be opened and counted on site upon completion of the voting and the chairperson shall announce the election result on site by reading out, among others, the names of the directors and supervisors elect as well as their votes. The ballots provided in the preceding paragraph shall be sealed and signed by the ballot examiner and safely kept for at least one year and up through the conclusion of the action (if any) initiate by the shareholder of the Company under Article 189 of the Company Act.	The revision is proposed by reference to Article 14 of the Sample Template for xxx Co., Ltd. Rules for Shareholders Meetings with an additional paragraph added with respect to the safekeeping of the ballots.

Appendix 8 Proposed Revision of the Procedural Rules for Providing Lending to Other Persons

Current Provision	Revision Proposed	Remark
Article 5 Term and calculation of	Article 5 Term and calculation of	This revision is
interest	interest	proposed in
1. Each lending provided by the	1. Each lending provided by the	accordance with the
Company shall be for a term of not	Company shall be for a term of not	notice of 10
more than a year except in special	more than a year; however, the	February 2015
cases where, subject to the approval	lending provided by the Company to	issued by the TWSE
by the meeting of the Board of	a foreign company directly or	(ref.
Directors, the term may be extended	indirectly wholly-owned by the	Tai-Zheng-Shang-Yi
to meet actual needs. Each lending	Company may be for a term of not	Zi No. 1041800527)
provided by the Company to a	more than two years.	that no term of any
directly or indirectly wholly-owned	2. Interest on each lending provided by	short-term lending
foreign company of the Company	the Company shall be calculated on a	provided by the
shall be for a term of not more than	daily basis at the rate equal to 1/365	Company may be
two years except in special cases	of the applicable per annum interest	extended by the
where, subject to the approval by the	rate which shall be no lower than the	approval of the
meeting of the Board of Directors of the Company, the term may be	average per annum interest rate on the short-term loans provided by the	meeting of the board of directors
extended to meet actual needs.	banks as represented in the most	without due
2. Interest on each lending provided by	recent financial statements of the	authorization for it
the Company shall be calculated on a	Company.	to do so, which
daily basis at the rate equal to 1/365	3. Except as specifically provided	notice is issued as a
of the applicable per annum interest	otherwise, the interest receivable on	result of the TWSE's
rate which shall be no lower than the	the lending provided by the	2013Q4 inspection
average per annum interest rate on	Company shall as a general rule be	of the internal
the short-term loans provided by the	collected on a monthly basis.	control system of
banks as represented in the most		the Company.
recent financial statements of the
Company.
3. Except as specifically provided
otherwise, the interest receivable on
the lending provided by the
Company shall as a general rule be collected on a monthly basis.

Information of Director Nominees

ScinoPharm Taiwan, Ltd. Annual General Shareholders Meeting- June 23rd 2015 Directors Nomination List nominated by shareholders According to Article 192 of the Company Act, The nominated candidates are listed as following:

Shareholder No	Name of Nominee	Academic Attainments	Past Career	Current Position
4	Uni-President Enterprises Corp. Representative: Kao-Huei Cheng	Tainan Senior Commercial High School	Vice Chairman and President of Tainan Spinning Co., Ltd.	1. Chairman of : Tainan Spinning Co., Ltd.,Nan Fan Housing Development Co., Ltd.,Tainan Spinning Retail & Distribution Co., Ltd.,Prince Housing & Development Corp., Ming Da Enterprises Co., Ltd., Southern Taiwan University of Science and Technology, Don-Fung Corp.,Cheng-Shi Investment Holding Co.,Time Square International Co., Ltd., Prince Property Management Consulting Co.,Prince Corp., ScinoPharm Taiwan, Ltd. 2. Director of : Nan Fan Development Corp., Joyful Investment Co., Ltd., Uni-President Enterprises Corp., President International Development Corp., Uni-President Development Corp.,President Fair Development Corp., Uni-President Assets Management Co., Ltd.,President Securities Corp.,Universal Venture Capital Investment Corp.,Keng Ting Enterprises Co.,
				Ltd.,Tainan Textile Co., Ltd., Tainan Spinning Co., Ltd. (VN)
4	Uni-President Enterprises Corp. Representative: Chih-Hsien Lo	MBA, U.C.LA, U.S.A.	Executive Vice President of Uni-President Enterprises Corp.	1. Chairman of : Uni-President Enterprises Corp., President Chain Store Corp.,Ton Yi Industrial Corp,TTET Union Corp.,President International Development Corp., Uni-President China Holdings Ltd. (Cayman),President Enterprises (China) Investment Co., Ltd. 2. Vice Chairman of : Prince Housing & Development Corp.,Time Square International Co., Ltd.

Shareholder No	Name of Nominee	Academic Attainments	Past Career	Current Position
				3. Director of : Tait Marketing & Distribution Co., Ltd.,ScinoPharm Taiwan, Ltd. 4. Supervisor of : Kao Chyuan Inv. Co., Ltd. 5. President of : Uni-President Enterprises Corp.
4	Uni-President Enterprises Corp. Representative: Tsung-Ming Su	MBA, Iowa State Univ., U.S.A.	Chief Financial Officer and Senior Vice President of Uni-President Enterprises Corp.	1. Chairman of : President Life Sciences Co., Ltd., Uni-President Development Corp. 2. Director of : President International Development Corp.,President Chain Store Corp.,Uni-President China Holdings Ltd. (Cayman), Tanvex Biologics, Inc., ScinoPharm Taiwan, Ltd. 3. Supervisor of : Grand Bills Finance Corp. 4. President of : President International Development Corp.,President Life Sciences Co., Ltd.
4	Uni-President Enterprises Corp. Representative: Kun-Shun Tsai	Master of Science, University of Minnesota	1. Director, Uni-President Natural Corp. 2. Director, Taiwan Association for Lactic Acid Bacteria 3. Supervisor, Association of Taiwan Tea 4. Member, Technical Committee of National Standards, Bureau of Standards, Metrology & Inspection, M.O.E.A ROC 5. Commissioner of the Review Committee , Academic Technology Development Program, M.O.E.A ROC	1. Managing Director, Central R&D Institute, Uni-President Enterprises Corp. 2. Director, Tong Huang Enterprise Co., Ltd. 3. Director, Tuo Gao Enterprise Co., Ltd. 4. Director, Taiwan Association for Food Science and Technology
4	Uni-President Enterprises Corp. Representative: Tsung-Pin Wu	Accounting, Chung Yuan Christian University	Financial Planning Division Manager (Accounting Supervisor), Uni-President Enterprises Corp.	1. Director of : President Chain Store Corp., President Enterprises (China) Investment Co., Ltd.,Prince Housing & Development Corp., Time Square International Co., Ltd. 2. Supervisor of : Tait Marketing & Distribution Co., Ltd.,President International Development Corp.

Shareholder No	Name of Nominee	Academic Attainments	Past Career	Current Position
4	Uni-President Enterprises Corp. Representative: Yung-Fa Chen	1. Ph.D., Department of Chemistry, Wayne State University, U.S.A. 2. M.S., Department of Chemistry, National Taiwan University 3. B.S., Department of Chemistry, Tunghai University	1. Sr. Vice President of R&D & Chief Technology Officer 2. Tunghai University Department of Chemistry-Adjunct Associate Professor 3. CPC Corporation, Taiwan-Project Manager of Refining & Manufacturing Research Institute	1. President, CEO and Chief Technology Officer, ScinoPharm Taiwan, Ltd. 2. Director, SPT International, Ltd. 3. Director, ScinoPharm Singapore Pte Ltd. 4. Director & General Manager ScinoPharm Kun-Shan Biochemical., Ltd. 5. Director, ScinoPharm (Changshu) Pharmaceuticals, Ltd. 6. Director, ScinoPharm Shanghai Biochemical Technology, Ltd.
860	Kao Chyuan Inv. Co., Ltd. Representative: Shiow-Ling Kao	Marymount College, University of Southern California	Chairman and President of Kao Chyuan Inv. Co., Ltd.;	1. Chairman of : Kao Chyuan Inv. Co., Ltd., President Being Corp., Uni-President Department Store Corp.,President Pharmaceutical Corp.,President Fair Development Corp.,President Drugstore Business Corp. 2. Director of : Uni-President Enterprises Corp.,President Chain Store Corp.,Ton Yi Industrial Corp, President International Development Corp.,Prince Housing & Development Corp., President Securities Corp.,Time Square International Co., Ltd., ScinoPharm Taiwan, Ltd. 3. President of : Kao Chyuan Inv. Co., Ltd.
861	President International Development Corp. Representative: Chiou-Ru Shih	MA in Economics, University of Hawaii	1. Vice General Manager, President International Development Corp. 2. Director, President Biosystems Co., Ltd. 3. Department Director, President Life Sciences Co., Ltd. Investment	1. Director of : Kanh Na Hsiung Enterprise Co., Ltd.,President Life Sciences Co., Ltd.,Grand Bills Finance Corp., ScinoPharm Taiwan, Ltd.
5	Tainan Spinning Co., Ltd. Representative: Chien-Li Yin	Accounting, Nat'l Chung Hsing Univ.	Senior Vice President, Uni-President Enterprises Corp.	1. Chairman of : Uni-President Glass Industrial Co., Ltd.,Tung-Ren Pharmaceutical Corporation 2. Director of : Grand Bills Finance Corp., President International Development Corp.,ScinoPharm

Shareholder No	Name of Nominee	Academic Attainments	Past Career	Current Position
				Taiwan Inc. 3. Supervisor of : President Life Sciences Co.
1	National Development Fund, Executive Yuan Representative: Po-Wu Gean	Ph.D.: Department of Pharmacology, University of Texas Medical Branch, Galveston, Texas, U.S.A.	1. Chairman, Department of Pharmacology, College of Medicine, NCKU 2. Vice Dean, College of Medicine, NCKU 3. Chair Professor Award, National Cheng-Kung University 4. National Chair Professor, Department of Education	1. Professor, Department of Pharmacology, College of Medicine, NCKU 2. Director, National Development Fund, Executive Yuan Representative: PharmaEngine, Inc. 3. Director, ScinoPharm Taiwan, Ltd.
1	National Development Fund, Executive Yuan Representative: Ming-Shi Chang	University of Texas-South Western Medical Center	1. Director of Department of Biochemistry in National Cheng-Kung University 2. Director of Department of Biopharmaceutical Sciences in National Cheng-Kung University 3. Distinguished Professor of National Cheng-Kung University 4. Biosource International, Inc., U.S.A (Director of R&D) 5. Amgen, Inc., U.S.A Scientist	1. Chair Professor of National Cheng-Kung University 2. Director of Research Center of New Antibody Drug in National Cheng-Kung University 3. Director of Taiwan Antibody Association
2	Taiwan Sugar Corporation Representative: Chin-Jung Yang	Master of Business Administration, Chang Jung Christian University	Taiwan Sugar Corporation Chief, Deputy Director,Special Assistant to President, Director,Deputy Chief Executive Officer,Chief Executive Officer,Vice President	1. President of Taiwan Sugar Corporation 2. Director, Nan-Kwang Senior High School 3. Director, ScinoPharm Taiwan, Ltd.

Note: Shareholdings as of share transfer registration closing beginning on April 25, 2015.

ScinoPharm Taiwan, Ltd. Annual General Shareholders Meeting- June 23rd 2015 Independent directors Nomination List nominated by shareholders According to Article 192 of the Company Act, The nominated candidates are listed as following:

ID No. or Shareholder No	Name of Nominee	Academic Attainments	Past Career	Current Position	Amount of Shares Held ( Unit: Share ) [Note]
123	Wei-Cheng Tian	1. MS & PhD, Department of Microbiology, Immunology and Molecular Genetics, University of Kentucky 2. BSA, Department of Plant Pathology and Microbiology, National Taiwan University	I. Academic Institutions 1. Professor, Institute of Microbiology & Immunology, National Yang-Ming University 2. Adjunct Professor, College of Medical Technology, National Yang-Ming University II. R&D Institutions 1. CEO, Development Center for Biotechnology 2. Director, National Health Research Institutes III. Government Agencies 1. Visiting Specialist, Department of Life Sciences, National Science Council 2. Director General, Department of Life Sciences, National Science Council 3. Director General, Department of International Cooperation, National Science Council 4. Executive Secretary, Advisory Committee for Biotechnology Industry, Executive Yuan 5. Adjunct Researcher, Science and Technology Advisory Group, Executive Yuan 6. Member, Advisory Committee for Biotechnology Industry, Executive Yuan IV. Industry 1. Senior Researcher, S.B. Penick 2. Senior Researcher & Head of Strain Development, Wyeth Labs 3. Senior Researcher & Head of Antibiotic	1. Adjunct Professor, Department of Life Sciences, National Yang-Ming University 2. Honorary Director, Taiwan Bio Industry Organization 3. Advisor, Medical and Pharmaceutical Industry Technology and Development Center 4. Representative of Institutional Director, IsoGreen Biotechnology Inc. 5. Representative of Institutional Director, Sino Cell Technologies Inc. 6. Representative of Institutional Director, Panlabs Biologics Inc. 7. Director, PharmaEngine, Inc., 8. Chairman, Taipei Biotech Association 9. Independent Director, ScinoPharm Taiwan, Ltd.	90,804

ID No. or Shareholder No	Name of Nominee	Academic Attainments	Past Career	Current Position	Amount of Shares Held ( Unit: Share ) [Note]
			Fermentation, Pfizer Inc.
			4. Initiator & Standing
			Director, Lifeguard
			Pharmaceutical Inc. 5. Chairman, Pu Sheng
			Pharmaceuticals Co., Ltd.
			6. Secretary General,
			Taiwan Bio Industry
			Organization
			7. Chairman, Taiwan Bio Industry Organization
			8. Director, Genovate
			Biotechnology Co., Ltd.
			9. Director, CPC Corp.
			10. Chairman, Mithra
			Biotechnology Co., Ltd. 11. Honorary Chairman,
			Taipei Biotech
			Association
			12. Chief Advisor, Mithra
			Biotechnology Inc.
			13. Director, Chinese Pharmaceutical
			Manufacture and
			Development
			Association
			V. International
			Cooperation 1. Standing Director, Asia &
			Pacific Council for
			Science & Technology;
			Convener, APCST
			Biotechnology
			Committee 2. Chairman and Standing
			Member, Taiwan
			Chapter, COBIOTECH
			(ICSU International
			Scientific Committee for
			Biotechnology) 3. Initiator, Pacific Rim
			Biotechnology
			Conference; Chairman,
			rd Pacific Rim 3
			Biotechnology
			Conference 4. Executive Secretary,
			Committee of
			Sino-American Scientific
			Cooperation, Academia
			Sinica
R101○○○○27	Ih-Jen Su	1. PhD in Pathology,	1. President, National Institute of Infectious	1. Appointed Scientist, National Institute of	0
		Institute of	Diseases and	Infectious Diseases and
		Pathology,	Vaccinology, National	Vaccinology, National
		National Taiwan	Health Research	Health Research

ID No. or Shareholder No	Name of Nominee	Academic Attainments	Past Career	Current Position	Amount of Shares Held ( Unit: Share ) [Note]
		University 2. MD, College of Medicine, National Taiwan University	Institutes 2. Director-General, Center for Disease Control, Department of Health 3. Professor and Chairman, Department and Institute of Pathology, College of Medicine, National Taiwan University 4. Visiting Scientist, CRC Laboratory, Department of Cancer Studies, University of Birmingham Medical School, Birmingham, UK 5. Visiting Assistant Professor, Department of Pathology, Beth Israel Hospital and Harvard Medical School, Boston, USA 6. Fellow, Division of Hematopathology, Department of Laboratory Medicine, University of Washington, Seattle, USA 7. Deputy Superintendent, National Cheng Kung University Hospital 8. Full-Time Professor, Department of Pathology, Medical College, National Cheng Kung University	Institutes 2. Chair Professor, Department of Pathology, Medical College, National Cheng Kung University 3. Professor, Jointly Appointed, Southern Taiwan University of Science and Technology 4. Independent Director, ScinoPharm Taiwan, Ltd.
B121○○○○53	Wei-te Ho	1. PhD, Department of Accountancy, National Cheng Kung University 2. Master, Department of Accountancy, National Cheng Kung University 3. BAcc, Department of Accountancy, National Cheng Kung University	1. Full-Time Lecturer, Department of Accounting Information, Southern Taiwan University of Science and Technology 2. Deputy Section Chief, Audit Department, Diwan, Ernst & Young (now Ernst & Young )	1. Assistant Professor, Department of Accounting Information, Southern Taiwan University of Science and Technology 2. Independent Director, ScinoPharm Taiwan, Ltd.	0

Note: Shareholdings as of share transfer registration closing beginning on April 25, 2015.

IV. Exhibits

Exhibit 1

ScinoPharm Taiwan, Ltd. Rules Governing Shareholders Meetings

Adopted by the Shareholders Meeting of 21 June 2013

Article 1

These Rules are established for the purpose of good governance of the meeting of the shareholders, healthy supervision and strengthened control of the Company.

Article 2

The meeting of the shareholders of the Company shall be in accordance with these Rules except as otherwise provided by laws, regulations or the Articles of Incorporation of the Company.

Article 3

(Deleted.)

Article 4

(Deleted.)

Article 5

Except as otherwise provided by laws or regulations, the meeting of the shareholders of the Company shall be convened by the Board of Directors.

The notice of a general shareholders meeting shall be delivered to the shareholders each with the proposed agenda twenty (20) days prior to the scheduled meeting date. The notice of an extraordinary shareholders meeting shall be delivered to the shareholders each with a copy of the agenda ten (10) days prior to the scheduled meeting date.

Subject to the public offering of the shares of the Company, the notice of a general shareholders meeting shall be delivered to the shareholders each thirty (30) days prior to the scheduled meeting date, which notice may be delivered to the shareholder who holds less than 1,000 registered shares of the Company by public notice posted online through the Market Observation Post System. Subject to the public offering of the shares of the Company, the notice of an extraordinary shareholders meeting shall be delivered to the shareholders each fifteen (15) days prior to the scheduled meeting date, which notice may be delivered to the shareholder who holds less than 1,000 registered shares of the Company by public notice posted online through the Market Observation Post System.

The (personal) notice and the public notice of the shareholders meeting both shall manifestly indicate the cause of the meeting and may, subject to the prior consent of the shareholder concerned, be delivered to the shareholder electronically. Proposed election, removal of a director or supervisor, proposed revision of the Articles of Incorporation, proposed dissolution, merger, division of the Company or any of the matters provided in paragraph one of Article 185 of the Company Act, Article 26-1 or Article 43-6 of the Securities and Exchange Act (if any) must be listed in the proposed agenda and cannot be proposed by way of an extempore motion at the meeting. The shareholder(s) whose total shares held represent one percent (1%) or more of the total issued shares of the Company may make to the Company one and only one motion to be listed in the proposed agenda of the general shareholders meeting. The Board of Directors may decide not to include the above motion in the agenda if the motion proposed runs into any of the circumstances provided in paragraph four of Article 172-1 of the Company Act.

The Company shall make a public notice to announce the time period (which shall not be less than ten days) and the place where the shareholder shall send his/her motion to be proposed to the general shareholders meeting, which public notice shall be made prior to the start date of the duration when the transfer of the shares of the Company shall cease for the purpose of the convention of the shareholders meeting.

The text of the motion proposed by the shareholder shall have not more than 300 words or the motion in its entirety will not be included in the proposed agenda. The movant shareholder(s) shall attend the general shareholders meeting in person or by proxy and participate in the discussion of the motion he/she has proposed.

The Company will, prior to the scheduled date to issue the notice of the shareholders meeting, give a notice to the movant shareholder(s) of the result of the handling of his/her motion proposed and list in the proposed agenda to be delivered to the shareholders each every motion proposed in accordance with this Article. The Board of Directors shall explain at the shareholders meeting the reason(s) why certain motions proposed by the shareholders have not been included in the agenda.

Article 6

The venue of the shareholders meeting shall be located at the place where the Company is located or where it is appropriate and convenient for the shareholders to attend the meeting. The meeting shall begin no earlier than the hour of 09:00 and no later than the hour of 15:00. The venue and time of the shareholders meeting shall be determined in consideration of the relevant opinion expressed by the independent director(s), if any, of the Company.

Article 7

The shareholder may designate a proxy to attend the shareholders meeting in his/her stead by execute the proxy letter form produced by the Company indicating therein the scope of authorization to the proxy.

A shareholder may execute one and only one proxy letter to designate one and only one proxy for the purpose of the shareholders meeting. The executed proxy letter must be served to the Company five days prior to the meeting date. Where the shareholder has served more than one executed proxy letters to the Company, the earliest served to the Company shall govern except where the shareholder has expressed his/her withdraw of the proxy.

The shareholder who has served his executed proxy letter to the Company may still attend the shareholders meeting in person or exercise his/her voting right in writing or electronically, provided that he/she gives a written notice to the Company to withdraw the proxy, which written notice must be served to the Company no later than two days before the meeting date or the voting right exercised by his/her designated proxy shall govern.

Article 8

The Company shall indicate in the notice of shareholders meeting the hour when and the place where the shareholders shall check-in to attend the meeting and other matters for attention. The check-in desk shall bear a conspicuous signboard with suitable personnel to process shareholders check-in.

The shareholder or his/her designated proxy (hereinafter "shareholder") shall present his/her attendance identification, attendance card or other evidence of attendance to be admitted to the meeting. A proxy solicitor shall present his/her identification document for verification.

The Company shall prepare an attendance book for the shareholder attending the shareholders meeting to sign in. The shareholder attending the meeting in person may turn in his/her signed attendance card instead of signing in the attendance book.

The Company shall have the agenda, annual report, attendance tag, request form for requesting to take the platform, ballot forms, other meeting materials, and where applicable, the ballot forms to be used to elect directors and/or supervisor delivered to each of the shareholders present at the meeting.

A government or corporate shareholder may be represented at the shareholders meeting of the Company by one or more representatives. A juristic person acting in proxy at the shareholders meeting of the Company may appoint one and only one individual to act as its representative at the meeting.

Article 9

The shareholders meeting convened by the Board of Directors shall be presided by the Chairman/Chairwoman of the Board of Directors. If he/she has requested for leave from or for whatever reason is unable to perform his/her powers and duties at the meeting, the Chairman/Chairwoman of the Board of Directors shall appoint a director to act in his/her stead. Absent the above appointment, the directors shall elect one from among themselves to preside at the meeting.

The director or the representative of the corporate director appointed to preside at the shareholders meeting acting instead of the Chairman / Chairwoman of the Board of Directors provided in the preceding paragraph must have held his/her directorship for a period of six months or more and must be well informed of the financial standing and business of the Company.

The shareholders meeting convened by the Board of Directors must be attended by the majority of the directors.

The shareholders meeting convened by a person other than the Board of Directors authorized to do so shall be presided by that person. Where the shareholders meeting is convened by two or more persons, they shall elect one from among themselves to preside at the meeting.

The Company may appoint legal counsel(s), certified public accountant(s) or relevant personnel to attend the shareholders meeting as non-voting delegates.

Article 10

The attendance at the shareholders meeting shall be counted based on the number of shares represented at the meeting, which number shall be counted by adding up the shares represented by signed attendance book, the signed attendance card and the shares represented by the voting right exercised in writing or electronically.

The chairperson of the meeting shall announce to commence the meeting in due course, which announcement may be postponed twice and only twice and up to not more than an hour in total pending the fulfillment of representation of the majority of the total issued shares of the Company. If the total shares represented at the meeting still account for less than one third (1/3) of the total issued shares of the Company after the chairperson has duly twice postponed commencing the meeting, the chairperson shall announce the call for the meeting unsuccessful.

Where the total shares represented at the meeting not amounting to the quorum attains one third (1/3) or more of the total issued shares of the Company after the commencement of the meeting is duly twice postponed in accordance with the preceding paragraph, tentative resolutions may be adopted by the meeting under paragraph one of Article 175 of the Company Act, which tentative resolutions must be notified to the shareholders each with the notice of a re-scheduled shareholders meeting to be held within a month.

If the quorum of due representation of the majority of the total issued shares of the Company is fulfilled before the meeting ends, the chairperson shall submit the tentative resolutions adopted (if any) to the meeting for re-voting and adoption by the meeting pursuant to Article 174 of the Company Act.

Article 11

The Company shall take video and sound recording of the whole proceeding of the shareholders meeting.

The recording provided in the preceding paragraph shall be kept for a term of not less than one year except in case of any shareholder's action initiated under Article 189 of the Company Act where the above recording shall be kept through the action concluded with a final judgment with binding effects.

Article 12

The agenda of the shareholders meeting convened by the Board of Directors shall be compiled and produced by the Board of Directors. The meeting shall proceed strictly in accordance with the agenda except as otherwise changed by the relevant resolution adopted by the shareholders meeting.

The preceding paragraph shall apply with necessary and appropriate alteration to the shareholders meeting convened by the person authorized to do so other than the Board of Directors.

Except as approved by the resolution adopted by the meeting for him/her to do so, the chairperson must not announce to adjourn the meeting before the agenda duly ends (including extempore motions, if any) pursuant to the two preceding paragraphs or the other members of the Board of Directors shall instantly assist the shareholders present at the meeting in re-electing one from among them by the majority votes represented at the meeting to act as the chairperson to continue the meeting.

The chairperson shall accord each of the issues proposed and the revision or extempore motion proposed by the shareholders sufficient time for explanation and discussion and may announce that the discussion be ceased and voting be taken when he/she considers it appropriate to do so.

Article 13

The shareholder who wishes to take the platform at the meeting shall fill out the request form indicating therein the gist of his/her speech and his/her shareholder account number (or attendance tag number) and name. The order for the shareholders to speak at the meeting, who have duly requested to take the platform, shall be determined by the chairperson.

The shareholder who has filled out the request form but does not take the platform shall be deemed not to have spoken. In case of discrepancy between the actual speech and the gist of speech written in the signed request form, the former shall govern.

Except as approved by the chairperson, the shareholder who has duly requested to take the platform on certain issue proposed may speak twice and only twice on that issue for a duration of not more than five (5) minutes each. Notwithstanding, the chairperson may cease the shareholder's speech or announce to cease the discussion and forthwith move on with the rest of the agenda or the relevant procedure if the shareholder has spoken in breach of the relevant rules, outside the scope of the issue at hand or at the cost of the order of the meeting.

Except as approved by both of the chairperson and the shareholder duly taking the platform, no shareholder may interrupt the speech made by the speaker shareholder. The chairperson is authorized to prevent and remove unapproved interruption of the shareholder's speech, if any.

Where a corporate person has appointed two or more representatives to act in its stead at the shareholders meeting, only one elected by the representatives from among themselves may take the platform on the issue at hand.

The chairperson may personally or designate the relevant personnel to answer the speech made by the shareholder who has duly taken the platform.

Article 14

The shareholder will have one vote on each share. Notwithstanding, the holder will have no voting right on any of the following shares held:

1. Shares of the Company duly held by the Company;
1. Shares of the Company held by a subordinate company, 50% or more of whose voting shares is held or 50% or more of whose total capital is contributed by the Company;
1. The shares of a holding company and its subordinate company(ies) that are held by another company, where the total number of the shares or total shares equity of that company held by the holding company and its subordinate company(ies) directly or indirectly represents more than one half of the total number of voting shares or the total share equity of such a company.

Article 15

The voting at the shareholders meeting shall be counted according to the number of shares represented by the votes received.

For the purpose of counting the votes on the resolution adopted by the shareholders meeting, non-voting shares shall be excluded from the counting of the total issued shares of the Company.

The shareholder whose own interests in the issue at hand conflicts against the interests of the

Company must not vote on the issue nor appoint another shareholder to do so in his/her stead.

The shares represented by the voting rights barred by the preceding paragraph on the issue at hand shall be excluded from the counting of the total shares represented at the meeting for the purpose of voting on that particular issue.

Except for trust enterprises or stock affair institutions authorized by the competent securities authority, a proxy acting at the meeting for two or more shareholders may exercise the voting rights up to the extent and only the extent where the voting rights exercised represent no more than 3% of the total issued voting shares of the Company. Voting exercised by the above proxy in excess of said limitation of voting right will be disregarded.

Article 16

The voting right of the shareholder may be exercised in writing or electronically, in which case, the method of exercising the voting right shall be manifestly indicated in the notice of the shareholders meeting. The shareholder who elects to exercises his/her voting right in writing or electronically will be deemed to have attended the meeting in person, provided that he/she will be deemed to waive his/her voting right with respect to the revision proposed on an issue listed in the agenda or new issues proposed by way of an extempore motion at the meeting.

The shareholder exercising his/her voting right in writing or electronically under the preceding paragraph shall serve the notice of his/her voting to the Company two days before the scheduled meeting date. Where the shareholder has served more than one notice of his/her voting to the Company, the earliest served to the Company shall govern except where the shareholder has expressed to withdraw the notice.

If the shareholder who has exercised his/her voting right in writing or electronically wishes to attend the shareholders meeting in person, the shareholder shall have the notice of withdrawal of his/her voting served to the Company by the same method as he/she exercised his/her voting right (in writing or electronically) no later than two days before the scheduled meeting date or his/her voting indicated in the notice served to the Company shall govern. Where the shareholder has exercised his/her voting right in writing or electronically has designated a proxy to act in his/her stead at the meeting, the voting exercised by the proxy in his/her stead shall govern.

Article 17

Except as otherwise provided by the Company Act, the resolution of the shareholders meeting must be adopted by the majority votes represented at the meeting. When a proposal is submitted for voting by the meeting, the chairperson or the relevant personnel appointed by the chairperson shall announce in advance the total amount of votes accountable to be voted on the issue.

On each issue submitted for resolution by the meeting, the chairperson or his/her designated personnel shall announce the total amount of votes represented by the shares present at the meeting before the voting takes place. If no shareholder present at the meeting expresses any objection to the issue at hand after the chairperson has duly requested all of the shareholders present at the meeting to state their opinion on the issue, the resolution on the issue shall be deemed adopted having the same binding effects as one adopted by voting.

The shareholder will express his/her objection (if any) to the issued at hand by voting in accordance with the preceding paragraph. Except the proposals listed in the agenda, all new issues, revision or replacement of the proposals listed in the agenda proposed by a shareholder must be seconded by other shareholders.

Where of the same issue is proposed a revision and a replacement, the chairperson shall determine the order of the voting on the three proposals: the original as proposed, the original with the revision proposed and the proposed replacement respectively. Once the resolution is adopted on one of the three proposals, the others shall be deemed denied without voting.

The personnel to supervise the voting and count the ballots voted shall be appointed by the chairperson, provided that the personnel to supervise the voting must be the shareholder(s) of the Company.

The ballots voted either for adopting a resolution or election shall be openly counted at the meeting and the result of the voting (including the calculation of the ballots) shall be forthwith announced upon completion of the counting of the ballots and recorded in the meeting minutes.

Article 18

The election (if any) of the director(s) and/or supervisor(s) of the Company at the shareholders meeting shall be in accordance with the relevant bylaw of the Company and the result of the election shall be announced at the meeting including the name of each director elect, each supervisor elect and the amount of votes for them each.

The ballots voted on the election provided in the preceding paragraph shall be sealed and signed by the voting-supervising personnel and property kept for a period of at least one year. Notwithstanding, in the event of any shareholder's action initiated under Article 189 of the Company Act, the ballots shall be kept through the action concluded with a final judgment with binding effects.

Article 19

The resolutions adopted by the shareholders meeting shall be recorded in writing, which meeting minutes shall be signed or sealed by the chairperson and distributed to the shareholders each within twenty (20) days after the meeting. The meeting minutes may be produced and distributed electronically.

The above meeting minutes may be distributed to the shareholder by public notice.

The meeting minutes shall accurately indicate the year, month, date, the venue, name of the chairperson, method of adopting resolutions, the gist of the proceeding and the conclusion of the meeting and kept by the Company throughout the existence of the Company.

Where the method of adopting resolutions provided in the provided in the preceding paragraph means the resolution is adopted unanimously with no objection expressed on the chairman's request to the shareholders present at the meeting for hearing their opinion, the meeting minutes shall indicate Adopted unanimously by the shareholders present at the meeting after the chairperson requested to hear opinions. Where the resolution is adopted with objection expressed by the shareholder(s), the meeting minutes shall manifestly indicate the voting method, the number of votes for the voted issue received and the number of shares represented by the votes.

Article 20

The Company shall calculate and compile a statement on the number of shares to be represented at the meeting by the proxy solicitors and the proxies respectively and have the statement produced manifestly displayed at the meeting in accordance with the required from and substance.

The Company shall have the resolutions adopted by the shareholders meeting published through the Market Observation Post System within the required time period, which resolutions are by definition important information under the relevant laws and regulations or required by the Taiwan Stock Exchange Corporation (Nonprofit Organization Gre Tai Securities Market).

Article 21

The meeting affairs personnel working at the shareholders meeting shall each wear a working staff identification badge or arm-band indicating so.

The chairperson may direct the order-maintaining working personnel or the security guards to assist in maintaining the order of the meeting, who shall each wear a badge or arm-band indicating Order-maintaining Personnel.

The chairperson may act to cease the shareholder who speaks out at the meeting by using whatever equipment other than the loud speaker facility the Company has prepared for the meeting.

The chairperson may direct the order-maintaining personnel or the security guard to usher out of or remove from the venue of the meeting the shareholder who acts in violation of the rules for the meeting or interrupts the proceeding of the meeting and refuses to rectify his/her conduct after being advised to do so by the chairperson.

Article 22

The chairperson may announce to recess the meeting in the process of the meeting. In the event of force majeure, the chairperson may decide to temporarily suspend the meeting and, if necessary, announce the time when the meeting shall be resumed.

The shareholders meeting may adopt the resolution to continue the meeting elsewhere if the venue should become unavailable before the agenda of the meeting (including extempore motions) is duly concluded.

The shareholders meeting may adopt the resolution under Article 182 of the Company Act to postpone or continue the meeting within five (5) days.

Article 23

Provisions of these Rules applicable to Supervisors shall apply to the Audit Committee of the Company (if any) with necessary and appropriate alterations.

Article 24

These Rules and all subsequent amendments shall come into force on the relevant resolution adopted by the shareholders meeting.

ScinoPharm Taiwan, Ltd. Rules Governing Election of Directors and Supervisors

Most Recent Amendment adopted by the 21 June 2013 Shareholders Meeting

Article 1

These Rules are established under Articles 21 and 41 of the Corporate Governance Best Practice Principles for Publicly Listed and Traded-Over-The-Counter Companies with a view to the open, just and just elections of the directors and supervisors of the Company.

Article 2

Except as otherwise provided by laws, regulations or the Articles of Incorporation of the Company, the directors and supervisors of the Company shall be elected in accordance with these Rules.

Article 2-1

Provisions of these Rules applicable to Supervisors shall apply to the Audit Committee of the Company (if any) with necessary and appropriate alterations.

Article 3

The directors of the Company shall be elected in consideration of the functions and duties of the Board of Directors as a whole. The members of the Board of Directors must be generally equipped with the relevant knowledge, skill, education and training needed for them to perform their functions and duties. The members of the Board of Directors as a whole must have the general ability to

1. make business judgments and decisions;
1. conduct fiscal and financial analyses;
1. carry out and manage the business of the Company;
1. deal with crisis;
1. get hold of the relevant knowledge about the industries;
1. perform functions and duties from a global perspective;
1. exercise leadership skill; and
1. make policy decisions.

Article 4

The supervisor of the Company must

1. be honest and have integrity;
1. be able to make fair and just judgment;
1. have special knowledge;
1. have extensive experience;
1. be able to read financial statements;

Subject to the fulfillment of the above eligibility requirements, the Company will have at least one supervisor who must be a professional in the field of accounting or finance.

Article 5

The independent director of the Company must fulfill the eligibility requirements provided in Articles 2, 3 and 4 of the Regulations Governing Establishment of Independent Directors by Public Companies.

The election of the independent director of the Company shall be in accordance with Articles 5, 6, 7, 8 and 9 of the Regulations Governing Establishment of Independent Directors by Public Companies and Article 24 of the Corporate Governance Best Practice Principles for Publicly Listed and Traded-Over-The-Counter Companies.

Article 6

The directors of the Company shall be elected, in accordance with Article 192-1 of the Company Act, by shareholders from among the nominees.

Article 7

The Company adopts the nominated cumulative voting system for the election of the directors and the supervisors: the shareholder will have the same amount of votes entitled on each share held as the number of the directors, supervisors to be elected, which votes may be cumulated and cast for a single candidate or distributed among a plurality of candidates.

The election of the independent director(s) and the non-independent directors shall be held jointly with the number of the elect to be counted separately in accordance with the Articles of Incorporation of the Company and these Rules.

Article 8

The Board of Directors shall prepare the ballot forms in the same amount as the number of the directors and supervisors to be elected, indicate there in the number of votes entitled, and distribute them to the shareholders present at the shareholders meeting. For the purpose of registering the votes cast, the shareholder's attendance card number may be recorded instead of his/her personal name.

Article 9

Subject to the number of directors and supervisors provided in the Articles of Incorporation of the Company, the votes cast for the election of the independent directors and non-independent directors shall be counted separately and the elect shall be determined and prioritized according to the number of votes won. In case of a tied vote while the number of open positions falls short of the tied candidates, the elect shall be determined by lot drawing by the tied candidates or by the chairperson on behalf of the candidate who is for whatever reason not present at the meeting.

Article 10

The chairperson shall, prior to the election, appoint a number of shareholders to act as the scrutineers and the ballot counters at the election. The ballot boxes shall be prepared by the Board of Directors and openly inspected by the scrutineers before the voting commences.

Article 11

The shareholder voter shall indicate in the ballot form the shareholder candidate's shareholder account name and shareholder account number or the personal name and identification number of the non-shareholder candidate. Notwithstanding, where the candidate voted is a government agency or corporate shareholder, the shareholder voter may indicate in the ballot form the candidate's official designation with or without the personal name of its representative; where such voted candidates has a plurality of representatives, all of the representatives' personal names shall be indicated in the ballot form.

Article 12

The vote cast shall be void if

1. the ballot is not cast in the authorized ballot form prepared by the Board of Directors;
1. the ballot cast is blank;
1. the ballot is unintelligible or in any way altered;
1. the personal name or the shareholder account number of the shareholder candidate voted indicated in the ballot is inconsistent with that recorded in the shareholders roster; or the name or identification number of the non-shareholder candidate voted is untrue;
1. the ballot cast bears any word other than the voted (shareholder) candidate's personal name and (shareholder account) identification number; or
1. the (shareholder) candidate's personal name indicated in the ballot is identical with that of another (shareholder) candidate but there is no (shareholder account number) identification number available to determine the candidate voted.

Article 13

The votes cast will be opened and counted on site upon completion of the voting and the chairperson shall announce the election result on site by reading out the names of the directors and supervisors elect.

Article 14

The Board of Director will issue a certificate of election to the directors and/or supervisors elect each.

Article 15

These Rules and all subsequent amendments shall come into force on the relevant resolution adopted by the shareholders meeting.

ScinoPharm Taiwan, Ltd. Articles of Incorporation

Chapter 1 General Provisions

Article 1

The Company is duly organized under the Company Act of the Republic of China (Taiwan) as a company limited by shares and named ScinoPharm Taiwan, Ltd.

Article 2

The business items of the Company are as follows:

(1) C802041 Manufacture of pharmaceuticals;
(2) C801990 Manufacture of other chemical materials;
(3) IG01010 Biotechnological services;
(4) F601010 Intellectual property rights related services
(5) F401010 International trade.

<<1. Research, development, production, manufacture and distribution of the following products: (1) generic APIs, (2) protein drugs, (3) oligonucleotide, (4) peptide, (5) injection formulation, (6) small-molecule new drugs.

1. Consulting, advisory and technical services relating to the above products.
1. International trade in connection with the above products.>>

Article 3

The Company having its head office established at the Southern Taiwan Science Park may, where necessary, set up branch offices and representative offices at home or abroad in accordance with the relevant resolution adopted by the meeting of the Board of Directors subject to the approval of the competent authority.

Article 4

Subject to the resolution adopted by the meeting of the Board of Directors, the Company may act as guarantor pursuant to the Company's relevant policy in consideration of meeting business needs.

Article 5

The total amount of investments made the Company may account for 40% or more of the paid-in capital of the Company irrespective of the limitation provided in Article 13 of the Company Act, provided that the investments must be in accordance with the relevant resolution adopted by the meeting of the Board of Directors.

Chapter 2 Capital

Article 6

The Company has Ten Billion New Taiwan Dollars (TWD10,000,000,000) in authorized capital divided into one billion shares (1,000,000,000) with a value of Ten New Taiwan Dollars each (TWD10) to be issued in separate batches by the Board of Directors authorized to do so with a total of 7,000,000 shares to be reserved for issuance of stock option certificates.

Article 7

All of the shares of the Company are registered shares each bearing the signature or seal of three or more Directors of the Company and shall be issued upon certification thereof by the competent authority or its authorized registrar. The Company may elect not to produce the share certificate on the shares issued, provided that the Company must complete the registration of the issued shares with the securities central depository institution.

Article 8

All of the shares of the Company are registered shares. The individual shareholder will have his/her personal name and address and the corporate shareholder will have its corporate designation and its legal representative's personal name and address recorded in the Company's shareholders roster. Joint shareholders of the share (if any) shall elect one among themselves for the purpose of the above recordation in the shareholders roster.

Article 9

The shareholder or the legal holder of the share certificate lost or destroyed shall make a report to the police upon information of the loss or destruction and fill out the relevant request form to have the loss or destruction of the share certificate registered with the Company. The shareholder or the legal holder shall at the same time file a request with the competent district court to have a relevant public notice made pursuant to the Taiwan Code of Civil Procedure and present the court judgment on the exclusion of rights in the share(s) affected to the stock affairs agency of the Company to request for re-issuance of the share certificate.

Article 10

The stock affairs agency of the Company may collect reasonable procedural charges on each request for re-issuance of share certificate on account of the transfer, division of the share or the loss, damage or destruction of the share certificate.

Article 11

The shareholder shall disclose his/her/its legal name and address of his/her/its domicile to the stock affairs agency of the Company and fill out and deliver the specimen card of his/her/its seal to the Company for record.

Except as otherwise provided by the relevant laws, orders or securities related regulations, the public offering of the shares of the Company shall be in accordance with the Regulations Governing the Administration of Shareholder Services of Public Companies.

Article 12

The shareholder who lost his/her/its seal the specimen of which is imprinted in the seal specimen card kept by the Company for record shall give a written notice to the Company upon information of the loss and issue a request to the stock affairs agency of the Company to have his/her/its new seal registered.

Article 13

Transfer of shares of the Company will cease for a period of thirty (30) days prior to the general shareholders meeting, fifteen (15) days prior to the extraordinary shareholders meeting, and five (5) days prior to the start date of distribution of dividend, bonus or other interests in the shares held. Subject to the public offering of the Company, the Company shall cease the transfer of shares of the Company within a period of sixty (60) days prior to the general shareholders meeting and thirty (30) days prior to an extraordinary shareholders meeting.

Chapter 3 Shareholders Meeting

Article 14

The meeting of the shareholders of the Company will be the general shareholders meeting to be convened by the Board of Directors each year within six (6) months after the end of that fiscal year or an extraordinary shareholders meeting to be duly convened from time to time when necessary.

Article 15

The meeting of the shareholders of the Company shall be convened in accordance with the Company Act, Securities and Exchange Act, and the relevant laws and regulations according to the public announcement or notice issued by the competent securities authority.

The notice of the meeting of the shareholders of the Company may be issued electronically on the consent of the shareholder.

Article 16

Except as otherwise provided by the Company Act, the shareholders meeting must be attended by the shareholders whose total shares held represent the majority of the total issued shares of the Company. The resolution of the shareholders meeting must be adopted by the majority of the votes represented at the meeting.

Article 17

Except those subject to restrictions or in one of events provided in Article 179 of the Company Act, the shareholder of the Company will have one vote on each share held.

The shareholder may cast his/her vote at the shareholders meeting in writing or electronically in accordance with the Company Act and the laws, regulations established and orders issued by the competent securities authority.

Article 18

The shareholder who for whatever reason is unable to attend the shareholders meeting in person may designate a proxy to attend and act in his/her stead at the meeting by executing the proxy letter form prepared by the Company specifying the scope of authorization to the proxy. The proxy designated may be a non-shareholder of the Company. Subject to the public offering of the Company, designation of proxies for the purpose of the shareholders meeting of the Company shall be in accordance with the Regulations Governing Use of Proxy Letters to Attend the Shareholders Meetings of Public Companies.

Article 19

The meeting of the shareholders of the Company shall be convened by the Board of Directors and presided by the Chairman/Chairwoman of the Board of Directors. If he/she has requested for leave from the meeting or is for whatever reason unable to attend and exercise his/her powers and duties at the meeting to, the Chairman/Chairwoman shall designate a Director to act in his/her stead. Absent the above designation by the Chairman/Chairwoman, the Directors shall elect one from among themselves to act as the chairperson of the meeting. Where the shareholders meeting is not convened by the Board of Directors, the meeting shall be presided by the person who convened the meeting.

Except as otherwise provided by the Company Act or the relevant laws and regulations, the shareholders meeting of the Company must be attended by the shareholders (attending the meeting in person or by proxy) whose total shares held represent the majority of the total issued shares of the Company and a resolution must be adopted by the majority of the votes represented at the meeting. A resolution may be deemed adopted when no objection or opposition is expressed by any of the shareholders present at the meeting in response to the chairperson's inquiry for opinion, which resolution shall be as effective and binding as one adopted by voting.

Article 20

The issues presented for discussion and/or resolution at the shareholders meeting and the resolution adopted by the meeting shall each be recorded in the minutes of the meeting, which meeting minutes must be signed or sealed by the chairperson and a copy of which shall be distributed to the shareholders of the Company each within twenty (20) days after the meeting. The above meeting minutes may be produced and distributed electronically. The minutes of the shareholders meeting shall be kept by the Company together with the relevant signed attendance book and proxy letters received. The Company may distribute the above minutes of the shareholders meeting electronically.

Article 21

Subject to the public offering of the Company, the Company may withdraw the public offering on and only on the relevant resolution adopted by the shareholders meeting other than that adopted by the meeting of the Board of Directors.

Chapter 4 Directors

Article 22

Remuneration to the Directors of the Company will be determined by the Board of Directors by reference to the common standards adopted by the trade home and abroad.

Article 23

The Company will have fifteen (15) Directors to be elected by the shareholders meeting from the shareholders with disposing capacity.

Two or more of the above Directors shall be independent directors, and the total number of independent directors shall account for not less than one fifth (1/5) of the total number of directors.

Directors are to be elected by the shareholders meeting from among the candidates nominated.

The special qualification, required shareholding, restriction on concurrent positions held, determination of impartiality, method of nomination and method of election of the independent directors and other relevant legally required matters shall be in accordance with the Company Act and the relevant laws and regulations prescribed by the competent securities authority.

Article 24

The Directors each of the Company will serve an office term of three years and may be re-elected; but the independent director shall serve in office for a term of not more than nine (9) years. Subject to the relevant resolution adopted by the meeting of the Board of Directors, liabilities insurance will be procured for the Director elect. Subject to the public offering of the Company, the total shareholding of the Directors and the Supervisors of the Company as a whole shall be in accordance with the Company Act and the regulations prescribed by the competent securities authority.

The Company has an Audit Committee formed by all of the independent directors under the Securities and Exchange Act. The establishment, functions, powers and authorities, rules for the meetings and other legal compliance matters of the Audit Committee shall be in accordance with the relevant regulations issued by the competent securities authority.

Article 25

The Directors shall elect one from among themselves to act as the Chairman/Chairwoman of the Board of Directors of the Company.

Article 26

The Chairman/Chairwoman of the Board of Directors shall externally represent the Company and internally preside the shareholders meetings and the meetings of the Board of Directors.

Article 27

The meeting of the Board of Director shall be convened by the Chairman/Chairwoman of the Board of Directors except the first meeting of a new Board of Directors that shall be convened by the Director who won the highest vote of all Directors elect. A written notice of the meeting of the Board of Directors shall be issued by facsimile or by email to the Directors each at least seven (7) days prior to the scheduled meeting date, which notice shall explicitly indicate the scheduled date, venue and agenda of the meeting. In the event of urgency, the meeting of the Board of Directors may be convened at any time with or without the above notice being issued.

Article 28

The meeting of the Board of Directors shall be presided by the Chairman/Chairwoman of the Board of Directors. If he/she is for whatever reason unable to preside the meeting, he/she shall designate a Director to act in his/her stead. Absent the above designation, the Directors shall elect one from among themselves to preside the meeting in deputy.

Article 29

The Directors shall vote to approve or disapprove and exercise their powers and duties with respect to the matters proposed on the agenda at the relevant meeting of the Board of Directors which shall be convened at least once every quarter. Except as otherwise provided by the Company Act, the resolution with respect to the revision of these Articles of Incorporation as provided in subparagraph (1) below must be adopted by three fourths (3/4) or more of all of the Directors of the Company and with respect to other matters by two thirds (2/3) or more of all of the Directors of the Company:

(1) Revision of these Articles of Incorporation.
(2) Contract with a proposed value equal to or exceeding the relevant authorized amount (which authorized amount is to be defined by the Board of Directors authorized to do so).
(3) Major capital expenditure not included in the relevant approved budget with a proposed sum equal to or exceeding the relevant authorized amount (which authorized amount is to be defined by the Board of Directors authorized to do so), which proposed sum cannot be divided into smaller amounts to obtain easy approval and which proposed sum as approved cannot be divided for spending.
(4) Establishment of company bylaws with respect to the handling of transactions where the Company is to externally provide guaranty, endorsement, accept to honor, commit, advance payments, provide lending, procure loan, sell account receivables.
(5) Establishment and removal of branches and offices of the Company.
(6) Investment in, merge or acquire other businesses.
(7) Transfer, assignment, sale, lease, pledge, mortgage or otherwise dispose of the entire assets or important assets of the Company.
(8) Transaction by and between the Company and its affiliate or the shareholder, director of the Company or their relative.
(9) Approval and revision of agreements proposed on transfer or licensing of technology, know-how or patent right.
(10) Approval and revision of trademark license agreement with an effective term of one year or more.
(11) Proposed earnings distribution plan (or loss makeup plan).
(12) Review and approval of proposed budgetary plan and final accounting.
(13) Proposed increase or decrease in the capital of the Company.
(14) Proposed operation plan; proposed factory construction or expansion projects.
(15) Appointment, re-appointment and dismissal of the certified public accountant, legal counsel of the Company and the lead underwriter and secondary underwriter handling the public listing or over-the-counter trading of the shares of the Company.
(16) Appointment and dismissal of the general manager of the Company.
(17) Establishment of the bylaws with respect to the powers and authorization to be exercised by the Chairman of the Board of Directors and the general manager respectively.
(18) Establishment of bylaws with respect to the hiring, promotion of employees and the salary payment policy.
(19) Other bylaws with respect to the organization of the Company and the relevant implementation rules.
(20) Other matters proposed that must be duly submitted to the shareholders meeting for approval.

Article 30

The Director may issue a written proxy to designate another Director to attend the meeting of the Board of Directors and exercise his/her voting right on all proposed matters at the meeting in his/her stead; provided that a Director may act as the proxy for one and only one of the other Directors.

Article 31

The resolutions adopted by the meeting of the Board of Directors shall be recorded in the minutes of the meeting, which meeting minutes must be signed or sealed by the Chairman of the Board of Directors or the chairperson of the meeting with a copy thereof distributed to the Directors each. The meeting minutes shall be kept by the Company together with the relevant attendance book and written proxies received.

Article 32

The functions, powers and duties exercised by Supervisors under the Company Act, Securities and Exchange Act and other laws and regulations shall apply to the Audit Committee with necessary and appropriate alterations upon the establishment of the Audit Committee.

Article 33

The Company may establish various functional boards or committees under the relevant

organization rules to be prescribed by the meeting of the Board of Directors in accordance with the relevant laws and regulations.

Article 34

The Board of Directors may have a number of secretaries or assists to take charge of keeping the minutes of the meetings of the Board of Directors and the shareholders meetings and all of the important documents, contracts, agreements and instruments of the Company.

Article 35

The Company shall be liable and reimburse for the loss incurred in the course of the Director's performance of his/her functions and duties, which loss is not attributable to the same Director. For the purpose of protecting the Company from the above liability, the Company shall procure liabilities insurance for the Directors each by reference to the coverage commonly adopted by the trade home and abroad.

Chapter 5 Managerial Officers

Article 36

The Company may have a general manager a number of deputy general managers and managers. The general manager and the deputy general manager shall be appointed / dismissed by the meeting of the Board of Directors. The managers each shall be appointed / dismissed by the general manager, which appointment / dismissal shall be reported to the Board of Directors for reference.

Article 37

The general manager acting in accordance with the instruction of the Chairman of the Board of Directors shall take general charge of the day-to-day affairs of the Company and supervise, carry out and manage the operation of the Company.

Article 38

The Company shall be held liable and reimburse for the loss incurred in the course of the general manager's and the deputy general manager's performance of their functions and duties, which loss is not attributable to him/her. For the purpose of protecting the Company from the above liability, the Company shall procure liabilities insurance for the general manager and the deputy general manager each by reference to the coverage commonly adopted by the trade home and abroad.

Chapter 6 Fiscal Reports

Article 39

The Company shall produce and present the following statements and documents after the end of each fiscal year to the meeting of the Board of Directors for adoption and thereafter to the general shareholders meeting for ratification:

(1) Business report.
(2) Financial statements.
(3) Proposed earnings distribution plan or loss makeup plan.

Article 40

In consideration of the changeable environment of the Company's business, the Board of Director shall take into account the Company's future capital expenditures and capital calls to determine the proposed amounts of the reserved earnings, the distributable earnings, and the cash dividend when drawing up the proposed earnings distribution plan.

Ten percent (10%) of the Company's surplus as of the final accounting of the fiscal period net of the business income tax payable for the period, makeup for the loss accumulated from previous year(s) shall be allocated for legal reserves. The balance (if any) less the duly allocated or transferred amount for special reserve will be the earnings distributable of the period and the sum of said balance combined with the undistributed earnings carried forward from the previous period will be the accumulative earnings distributable, fifty percent to one hundred percent (50%~100%) of which sum will be the total amount of dividend to be distributed to the shareholders of the Company with 30% or more thereof distributed in cash. Subject to the relevant resolution adopted by the shareholders meeting, the accumulative earnings distributable will be distributed according to the distribution plan proposed by the Board of Directors, provided that two percent (2%) thereof shall be paid to the Directors for remuneration payable and not less than zero point two percent (0.2%) thereof shall be distributed as employees bonus.

Chapter 7 Supplemental Provisions

Article 41

Matters not addressed herein shall be in accordance with the Company Act of the Republic of China (Taiwan) and the relevant laws and regulations prescribed and announced by the competent authority.

Article 42

These Articles of Incorporation established on 16 October 1997 have been revised as follows: 1st revision of 17 March 1998, 2nd revision of 7 April 1999, 3rd revision of 21 July 2000, 4th revision of 3 December 2001, 5th revision of 13 June 2002, 6th revision of 13 March 2003, 7th revision of 30 June 2003, 8th revision of 30 June 2003, 9th revision of 14 May 2004, 10th revision of 3 June 2005, 11th revision of 3 October 2005, 12th revision of 15 February 2006, 13th revision of 7 June 2006, 14th revision of 18 June 2009, 15th revision of 25 September 2009, 16th revision of 29 April 2010, 17th revision of 9 December 2010, 18th revision of 13 June 2012, 19th revision of 21 June 2013 , and 20th revision of 18 June 2014.

ScinoPharm Taiwan, Ltd. Kao-Huei Cheng Chairman of the Board of Director

Exhibit 4

Impact on the business performance, EPS and ROE of the Company from the dividend shares and proposed distribution of bonus to employees and remuneration to directors and supervisors as adopted by the Board of Directors

With respect to the impact on the business performance, EPS and ROE of the Company from the dividend shares:

Pursuant to the letter of 1 February 2000 issued by the Securities And Futures Commission, Ministry of Finance (ref. (89)-Tai-Cai-Zheng-(1)-Zi No. 00371, as the Company did not produce and publish the financial forecast on fiscal year 2015, the Company is not required to make disclosure in this regard.

With respect to the proposed distribution of bonus to employees and remuneration to directors and supervisors as adopted by the Board of Directors:

Pursuant to the letter of 28 December 2012 issued by the Financial Supervisory Commission, Executive Yuan (ref. Jin-Guan-Zheng-Shen-Zi No. 1010059296), the earnings of the Company according to the proposed distribution plan adopted by the meeting of the Board of Directors will be distributed as follows:

1. A sum of TWD 867,832 will be distributed to employees as cash bonus. A sum of TWD 8,678,314 will be paid to directors and supervisor as remuneration. It is proposed that the bonus distributable to employees in any given fiscal period be distributed in cash.
1. An estimate of TWD 871,466 was allocated in 2014 to be distributed to employees as bonus; an estimate of TWD 8,714,677 was allocated (based on the final accounting of the loss and profit of the Company) for remuneration payable to directors and supervisors. The difference between the above estimate and the actual sum distributed in accordance with the resolution adopted by the shareholders meeting will be accounted for as the profit or loss incurred by the Company in 2015.

Exhibit 5

Required Minimum and Actual Shareholding data by Directors

1. According to Article 26 of the Securities and Exchange Act, the total amount of shares held by the directors of the Company as a whole shall account for no less than 22,494,857 shares.
1. According to the Company's shareholders register as of the suspension of transfer of the shares of the Company for this general shareholders meeting, the shareholding of the directors each is detailed as follows: As of 25 April 2015

Title Name Amount of shares held Chairman of the Board of Directors Uni-President Enterprises Corp. Representatives: Kao-Huei Cheng 266,671,029 Director Uni-President Enterprises Corp. Representatives: Chih-Hsien Lo, Chang-Sheng Lin , Lung-Yi Lin, Tsung-Ming Su 266,671,029 Director National Development Fund, Executive Yuan Representatives: Tian-Shung Wu, Po-Wu Gean 97,379,785 Director Tainan Spinning Co., Ltd. Representative: Chien-Li Yin 20,985,578 Director Kao Chyuan Investment Co., Ltd. Representative: Shiow-Ling Kao 13,186,248 Director President International Development Corp. Representative: Chiou-Ru Shih 25,490,569 Director Taiwan Sugar Corporation Representative: Chin-Jung Yang 28,965,248 Director Jo Shen 3,935,086 Independent Director Ih-Jen Su – Independent Director Wei-Cheng Tian 90,804 Independent Director Wei-Te Ho – Total 456,704,347

Notes:

(1) Article 2 of the Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies stipulates that "if a public company has elected two or more independent directors, the share ownership figures calculated at the rates set forth in the preceding paragraph for all directors and supervisors other than the independent directors shall be decreased by 20 percent."
(2) As the Company has set up an audit committee, provisions with regard to minimum shareholdings required of supervisors are not applicable.

Current Provision	Revision Proposed	Remark
Article 3 (Conflict of interests)	Article 3 (Conflict of interests)	The revision is
The director, supervisor and	The director, supervisor and	proposed by
managerial officer of the Company	managerial officer of the Company	reference to
shall carry out their functions in an	shall carry out their functions in an	paragraph three,
objective and efficient manner and	objective and efficient manner and	Article 26-3 of the
must not gain any undue interests for	must not gain any undue interests for	Securities &
himself/herself, his/her spouse,	himself/herself, his/her spouse,	Exchange Act,
parent, child or any relative of kinship	parent, child or any relative of kinship	subparagraph 3 of
within the third degrees by virtue of	within the second degrees by virtue	paragraph one,
his/her functions and duties in the	of his/her functions and duties in the	Article 17 of the
Company so to prevent conflict or	Company so to prevent conflict or	Supplementary
threat of conflict of personal interests	threat of conflict of personal interests	Provisions to the
against the overall interests of the	against the overall interests of the	Taiwan Stock
Company.	Company.	Exchange
The director, supervisor or	The director, supervisor or	Corporation Rules
managerial officer concerned shall in	managerial officer concerned shall in	for Review of
his/her initiative explain to the	his/her initiative explain to the	Securities Listings
Company whether or not there	Company whether or not there	with respect to the
exists threat of conflict of interests	exists threat of conflict of interests	test of integrity of
arising from the lending, provision of	arising from the lending, provision of	the impartiality of
guaranty, transaction of important	guaranty, transaction of important	the supervisor and
assets, sale and purchase deal (if	assets, sale and purchase deal (if	the director of the
any) by and between the Company	any) by and between the Company	company.
and the business entity to which the individual provided in the preceding	and the business entity to which the individual provided in the preceding
paragraph is affiliated.	paragraph is affiliated.

Article 9 (Whistle-blowing	Article 9 (Whistle-blowing	The revision is
encouraged)	encouraged)	proposed in line
The Company shall internally	The Company shall internally	with Article 23 of
promote ethical compliance and	promote ethical compliance and	the Ethical
encourage employees to report	encourage employees to report	Corporate
suspected or uncovered violation of	suspected or uncovered violation of	Management Best
any law or regulation or company by-laws or this Code to the Board of	any law or regulation or company by-laws or this Code to the Board of	Practice Principles for TWSE/GTSM
Directors, the supervisor, managerial	Directors, the supervisor, managerial	Listed Companies
officer, internal auditor or any other	officer, internal auditor or any other	which requires that
appropriate personnel and provide	appropriate personnel and provide	TWSE/GTSM listed
the Company with reasonable	the Company with reasonable	companies shall
information for the Company to	information for the Company to	adopt and
appropriately dispose of the matter.	appropriately dispose of the matter.	scrupulously
The Company shall to the best of its	For the purpose of encouraging	operate a workable
efforts protect the information	employees to report irregularities,	whistle-blowing
provider from possible retaliation.	the Company shall establish a	system.

AI assistant

SPT — AGM Information 2015

51922_rns_2015-07-13_bf841298-c0f3-415e-87b7-06fd458588da.pdf

Table of Contents

III. Appendices

IV. Exhibits

ScinoPharm Taiwan, Ltd. Shareholders Meeting 2015

Procedure and gist of Agenda

I. Procedure

2. Chairperson's address

3. Reports

4. Matters proposed for ratification

5. Matters proposed for discussion and resolution

6. Election

7. Other matters proposed for discussion and resolution

8. Extempore motions

II. Proposals

1. Reports

Explanation:

2. Matters for ratification

Explanation:

Resolution:

Explanation:

ScinoPharm Taiwan, Ltd. Earnings Distribution Plan for Fiscal Year Ended 31 December 2014

3. Matters for discussion and resolution

Explanation:

Resolution:

Explanation:

Resolution:

Explanation:

Resolution:

4. Election

Explanation:

5. Other matters proposed for discussion and resolution

Explanation:

III. Appendices

Appendix 1

2014 Business Report

Financial Performance

Operational Performance

Future Developments

Audit Committee's Review Report

SCINOPHARM TAIWAN, LTD. NON-CONSOLIDATED BALANCE SHEETS (Expressed in thousands of New Taiwan dollars)

SCINOPHARM TAIWAN, LTD. NON-CONSOLIDATED BALANCE SHEETS (Expressed in thousands of New Taiwan dollars)

SCINOPHARM TAIWAN, LTD. NON-CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

SCINOPHARM TAIWAN, LTD. NON-CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

SCINOPHARM TAIWAN, LTD. NON-CONSOLIDATED STATEMENTS OF CASH FLOWS

SCINOPHARM TAIWAN, LTD. NON-CONSOLIDATED STATEMENTS OF CASH FLOWS

SCINOPHARM TAIWAN, LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Expressed in thousands of New Taiwan dollars)

SCINOPHARM TAIWAN, LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Expressed in thousands of New Taiwan dollars)

SCINOPHARM TAIWAN, LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Expressed in thousands of New Taiwan dollars, except for earnings per share amounts)

SCINOPHARM TAIWAN, LTD. CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

SCINOPHARM TAIWAN, LTD. AND SUBSIDIARIES

SCINOPHARM TAIWAN, LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

Proposed Revision of the Code of Ethics and Conducts

Proposed Revision of the Rules Governing Shareholders Meetings

Appendix 7

Proposed Revision of the Rules Governing Election of Directors and Supervisors

Appendix 8

Proposed Revision of the Procedural Rules for Providing Lending to Other Persons

Information of Director Nominees

ScinoPharm Taiwan, Ltd. Annual General Shareholders Meeting- June 23rd 2015 Directors Nomination List nominated by shareholders According to Article 192 of the Company Act, The nominated candidates are listed as following:

ScinoPharm Taiwan, Ltd. Annual General Shareholders Meeting- June 23rd 2015 Independent directors Nomination List nominated by shareholders According to Article 192 of the Company Act, The nominated candidates are listed as following:

IV. Exhibits

Exhibit 1

ScinoPharm Taiwan, Ltd. Rules Governing Shareholders Meetings

Article 1

Article 2

Article 4

Article 5

Article 6

Article 7

Article 8

Article 9

Article 10

Article 11

Article 12

Article 13

Article 14

Article 15

SPT AGM Information 2015