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SPT AGM Information 2017

Jul 17, 2017

51922_rns_2017-07-17_26477ffb-675e-44b4-9619-ddad5e77275d.pdf

AGM Information

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ScinoPharm Taiwan, Ltd. 2017 Annual General Shareholders’ Meeting Minutes

(Translation)

Time and Date: 9:30a.m., Tuesday, 27 June 2017

Place: ScinoPharm Taiwan, Ltd. Administration Building

1F, 1 Nan-Ke 8[th] Road, Southern Taiwan Science Park, Shan-Hua, Tainan, Taiwan

Total shares represented by shareholders present in person or by proxy: 610,049,602 shares (including 365,383,485 shares voted electronically), accounted for 80.23% of the total 760,326,175 outstanding shares.

  • Attended Directors: Chih-Hsien Lo 、 Tsung-Ming Su 、 Kun-Shun Tsai 、 Tsung-Pin Wu 、 Yung-Fa Chen 、 Po-Wu Gean 、 Ming-Shi Chang 、 Chiou-Ru Shih 、 Kuo-His Wang 、 Ih-Jen Su 、

  • (independent director) Wei-Te Ho(independent director- Chairman of the Audit committee)

Leave of absence: Mr. Kao-Huei Cheng, Chairman of the Board of Directors

(Appointed Director-Mr. Chih-Hsien Lo as Deputy Chairman)

Attendees: Accountant (Yung-Chih Lin, Ming-Hsien Lee, Tzu-Meng Liu), Attorney (Albert Fang)

Chairperson: Director-Mr. Chih-Hsien Lo

Recorder: Jane Liu

The aggregate shareholding of the shareholders present in person or by proxy constituted a quorum. The chairman called the meeting to order.

A. Chairperson’s address (omitted)

B. Reports

(1) Business Report on 2016. (Please see Appendix 1)

  • (2) Audit Committee’s review opinions on 2016 Financial Results. (Please see Appendix 2).

(3) Distributable compensation for employees and directors on 2016.

Explanation:

  • a. The Distributable compensation for employees and directors on 2016 is calculated according to Article 40 of the Articles of Incorporation: “Should the Company earn surpluses within the current term, at least two percent of surpluses should be set aside for employee compensation, and no more than two percent of surpluses should be set aside for director compensation…”.

  • b. According to the Articles of Incorporation, the employee compensation for 2016 was NTD82,180,593, making up 8.97% of the year’s profits; director compensation was NTD 11,733,766, making up 1.28% of the year’s profits; all compensation was distributed in cash form. The aforementioned amounts differed from budgeted amounts by 0 for employee compensation, and by 4 NTD for director compensation; these figures have been listed as gain (loss) in year 2017.

  • 1 -

C. Matters Proposed for ratification

  • (1) Business Report and Financial Statements for 2016 (as adopted by the meeting of the Board of Directors)

Explanation:

  • a. The non-consolidated and consolidated financial statements of 2016 of the Company as adopted by the March 28 2017 meeting of the Board of Directors and duly certified by Yung-Chih Lin, Certified Public Accountant and Ming-Hsien Lee, 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 and Appendices 3~4 for the Business Report, Auditors’ Reports, parent and consolidated financial statements.

  • c. It is proposed that resolution be adopted to ratify the above reports, books, records and financial statements.

Resolution:

Voting Result - The number of shares with voting rights represented by the shareholders present at the time of voting was 610,049,602votes.

The number of votes for approval was 602,194,793 (including 357,533,922 exercised via electronic transmission), accounted for 98.71% of total shares with voting rights present.

The number of votes for disapproval was 59,297 (including 59,297 exercised via electronic transmission), accounted for 0.01% of total shares with voting rights present.

The number of votes for abstaining/no vote was 7,795,512 (including 7,790,266 exercised via electronic transmission), accounted for 1.28% of total shares with voting rights present.

The number of Invalid votes was 0, accounted for 0% of total shares with voting rights present.

The resolution is adopted by a majority vote of the shareholders who represent a majority of the total number of its outstanding shares.

Approved and acknowledged as proposed by the Board of Directors by voting.

  • (2) Proposed earnings distribution plan for fiscal year 2016 (as adopted by the meeting of the Board of Directors)

Explanation:

  • a. The Company’s earnings distribution for fiscal year 2016 is proposed in accordance with the Company Act and its Articles of Incorporation, by the Board of Directors as follows:

  • b. With TWD803,431,123 of cumulative distributable earnings for the period of 2016, the Company proposes to pay a cash dividend of TWD0.3/shares and a stock dividend of TWD0.4/share 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.

  • 2 -

  • 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 2016

Item Amount (TWD) Amount (TWD)
After-tax net profit earned in 2016
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
Dividends to shareholders
(Cash dividend TWD 300 on each 1,000 shares held)
(Stock dividend 40 shares on each 1,000 shares held)
Undistributed earnings as of the end of the period
$658,693,446
(65,869,345)
(6,135,763)
586,688,338
216,742,785
803,431,123
(228,097,853)
(304,130,470)
$271,202,800

Notes:

  1. In terms of earnings distribution for fiscal year 2016, 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.

  2. 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:

Voting Result - The number of shares with voting rights represented by the shareholders present at the time of voting was 610,049,602 votes.

The number of votes for approval was 602,124,036 (including 357,463,165 exercised via electronic transmission), accounted for 98.70% of total shares with voting rights present.

The number of votes for disapproval was 130,054 (including 130,054 exercised via electronic transmission), accounted for 0.02% of total shares with voting rights present.

The number of votes for abstaining/no vote was 7,795,512 (including 7,790,266 exercised via electronic transmission), accounted for 1.28% of total shares with voting rights present.

The number of Invalid votes was 0, accounted for 0% of total shares with voting rights present.

The resolution is adopted by a majority vote of the shareholders who represent a majority of the total number of its outstanding shares.

Approved and acknowledged as proposed by the Board of Directors by voting.

  • 3 -

D. Matters Proposed 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 TWD304,130,470 of the undistributed earnings accumulated from the previous period be capitalized to issue 30,413,047 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 TWD7,907,392,220 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:

Voting Result - The number of shares with voting rights represented by the shareholders present at the time of voting was 610,049,602 votes.

The number of votes for approval was 602,193,052 (including 357,532,181 exercised via electronic transmission), accounted for 98.71% of total shares with voting rights present.

The number of votes for disapproval was 60,048 (including 60,048 exercised via electronic transmission), accounted for 0.01% of total shares with voting rights present.

The number of votes for abstaining/no vote was 7,796,502 (including 7,791,256 exercised via electronic transmission), accounted for 1.28% of total shares with voting rights present.

The number of Invalid votes was 0, accounted for 0% of total shares with voting rights present.

The resolution is adopted by a majority vote of the shareholders who represent a majority of the total number of its outstanding shares.

Approved and acknowledged as proposed by the Board of Directors by voting.

  • 4 -

  • (2) Proposed Revision of the Rules Governing the procedures for Handling Acquisition and Disposal of Assets. (as adopted by the meeting of the Board of Directors)

Explanation:

  • a. In accordance with Decree No. 1060001296 and Decree No. 1060004523, (respectively promulgated on February 9, 2017 and February 13, 2017 by the Financial Supervisory Commission), which amended a number of articles in the Regulations Governing the Acquisition and Disposal of Assets by Public Companies to adhere to industry practices through amendment of terms and relaxing of restrictions relating to certain provisions and public announcements, we have amended our Rules Governing the procedures for Handling Acquisition and Disposal of Assets.

  • b. For a comparison of the original and revised Rules Governing the procedures for Handling Acquisition and Disposal of Assets, please refer to Appendix 5.

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

Resolution:

Voting Result - The number of shares with voting rights represented by the shareholders present at the time of voting was 610,049,602 votes.

The number of votes for approval was 602,191,385 (including 357,530,514 exercised via electronic transmission), accounted for 98.71 % of total shares with voting rights present.

The number of votes for disapproval was 57,379 (including 57,379 exercised via electronic transmission), accounted for 0.01% of total shares with voting rights present.

The number of votes for abstaining/no vote was 7,800,838 (including 7,795,592 exercised via electronic transmission), accounted for 1.28% of total shares with voting rights present.

The number of Invalid votes was 0, accounted for 0% of total shares with voting rights present.

The resolution is adopted by a majority vote of the shareholders who represent a majority of the total number of its outstanding shares.

E. Extempore motions : None.

F. End of meeting

  • 5 -

Appendix 1

Business Report

Dear Shareholders,

ScinoPharm had another great year in 2016. We were faced with numerous obstacles from the global pharmaceutical industry, such as price erosion for generic drugs and market concentrations caused by mergers and acquisitions, making the market even more limited. However, ScinoPharm saw steady progress in its transformation. Both revenues and profits were up with maintaining our leading status in cancer APIs and alliance with our flexible marketing strategies.

Financial Performance

ScinoPharm’s consolidated revenues for 2016 were NT$4.031 billion, which was a 2% increase compared to our NT$3.955billion revenues from the previous year. Consolidated net profits after tax were NT$659 million, a 4% increase compared to the previous year’s NT$635 million.

At the end of the previous year, our paid-up capital was NT$7.6 billion; earnings per share after tax was NT$0.87. Our shareholders’ equity was NT$10.2 billion, making up 80% of total assets, which equaled NT$12.8 billion. Long-term debt was 2.1 times fixed assets, and our flow ratio was 3.9%. These results indicate that our financial structure continues to be sound.

Strengthen Competitive Advantages and Continued Growth

In 2016, overall revenue increased primarily as a result of the sales boost from generic APIs, including an increased market share of Gemcitabine combined with more flexible strategies, increased shipments of Paclitaxel, as well as greater customer needs for Entecavir (HBV) and Riluzole (ALS) in anticipation of their commercial launch. In terms of contract research services (CRO), several customers have achieved favorable clinical results in their Phase III trials, suggesting a future increase in shipment volumes and revenues. Meanwhile, revenues from contract manufacturing services (CMO) suffered a sharp reduction due to less order volume of anti-depressants and anti-obesity drugs, but the overall performance of 2016 was positive and Increased profit is evident in an overall gross profit margin of 45%; this is a result of a favorable blend of products and clients, especially with increased sales volume of higher profit oncology products and CRO projects. The strategic entry of oncology API Gemcitabine also contributed strongly in our gross margin increase. ScinoPharm also demonstrated profitability improvement via tighter cost controls, process optimization, and enhanced management efficiency.

Research and Development for the Continued Pursuit of Innovation in the Future

ScinoPharm attaches great importance to innovation capability. Since its inception, the company has considered research and design (R&D) as its most important strategic investment. To date, ScinoPharm has developed 72 generic APIs, including 25 marketed products. Numerous others are awaiting the subsequent expiration of patents. In order to expand our long-term competitive advantages, we have successfully developed significant intellectual property patents. Last year, applications for 63 product process or polymorph patents were filed. As of the end of 2016, ScinoPharm has obtained 314 patents worldwide for its 59 inventions.

  • 6 -

Oncology products continue to be the mainstay of the company’s portfolio. The three primary products in the last year include Paclitaxel to treat ovarian, lung, and breast cancer, Irinotecan for colorectal cancer, and Gemcitabine for small cell lung and breast cancer. These three products retained ScinoPharm’s market share dominance worldwide, which reaffirms the company position as a global leader in oncology product supply. Our regulatory presence in oncology is demonstrated and strengthened by the number of completed drug master files (DMF): ScinoPharm has applied for 753 DMFs worldwide, including 53 in the United States (US). Of the 53 US DMFs, 32 are for oncology products. This is an unparalleled number of total DMFs among the independent global providers of APIs and proof of the company’s persistent efforts in oncology products.

Speed Up Enterprise Transformation by Actively Developing the China and Japan Markets

ScinoPharm continues to pursue strategic alliances in order to enhance its position as a developer and manufacturer of innovative products with high added value. Currently, two abbreviated new drug application (ANDA) submissions have been filed: an oncology injectable drug jointly developed with US-based SAGENT Pharmaceuticals, and ScinoPharm-developed Fondaparinux. Product partnerships based on co-development and profit-sharing models have been established for 11 products. Furthermore, ScinoPharm is currently negotiating with major international companies for exclusive distribution rights in the EU and the US for niche drug products. The in-house Good Manufacturing Practice (GMP)-compliant manufacturing injectable plant is being positioned to prepare its first registration batch this year. Adopting state-of-the art design and isolator-based aseptic filling systems, ScinoPharm is ready to partner with customers by offering high quality injectable products.

The Changshu site in Jiangsu, China, initiated full-scale operations after the US FDA inspection in December 2015, contributing to ScinoPharm’s overall revenues in 2016. In efforts to expand the existing CRO and CMO business operations, the company is focusing on mid- to late-phase projects. The Changshu site is also seeking large-volume generic APIs and intermediates to increase production utilization and is exploring partnerships with generic formulation firms to maximize market share in China via joint development and registration.

The other focal point is in a high-potential market, Japan. Revenues for the Japan market have grown each year. Of the top 10 pharmaceutical factories in Japan, six are currently our clients. We strive to develop more flexible partnerships with local generic drug companies in the face of ever-increasing market concentration by lowering distribution costs and broadening the product scope in order to increase revenues and profits.

Strive to Become the Industry Leader

ScinoPharm has been dedicated to the growth of the pharmaceutical industry for nearly two decades. We abide strictly by the International cGMP regulation, creating an international image of high-quality APIs. Last year, we passed inspection by the European Directorate for the Quality of Medicines (EDQM) and the official pharmaceutical regulation institution of Germany. This means that the quality control system of ScinoPharm is recognized by the EU pharmaceutical regulation organizations.

  • 7 -

Furthermore, ScinoPharm has also been listed as an excellent company for two years in a row as part of the Corporate Governance Evaluation conducted by the Taiwan Stock Exchange. We are also the only healthcare company in the top five percent of all listed companies. In 2016, we were also recognized for excellent performance in the “Healthy Workplace Self-Management Counseling and Evaluation” program promoted by the Southern Taiwan Science Park Bureau. This is a testament to our efforts to enhance the health of our employees. By the end of the year, we even achieved an Authorized Economic Operator recognition from the Customs Office, Ministry of Finance for the third year running. These various recognitions symbolize ScinoPharm’s efforts and faith in the pursuit of excellence.

Cultivate Energy for Growth and Prepare to Create a Brand New Prosperity

For the immediate future, ScinoPharm will continue to optimize existing generic APIs, maintaining our market share and boosting the profits of the top five marketed products to maximize ROI. On the CRO front, the projects we have developed for years are gradually coming to fruition. Many client products are already in clinical phase three or available for selling in the open market. If the products are successfully launched, company growth would be strengthened. As for the future selection of new medicines, we will focus on small-molecule targeted therapies and central nervous system agents based on a new mode of action. We will also provide integrated services from API towards the formulation of niche injectables.

ScinoPharm will also utilize strategic alliances to develop formulation businesses in order to enter high-value markets through shared costs and profits. This has speed up our growth in the pharmaceutical preparation field. Once the injectable plants become operational, ScinoPharm’s industrial chain value and long-term competitiveness will be further enhanced.

ScinoPharm believes that our foundation will continue to be strengthened through the efforts of our staff and the support of our shareholders. We aspire to grasp opportunities of demands in the global pharmaceutical market in order to steadily develop our enterprise and increase profits to give back to our shareholders, clients and employees.

Finally, ScinoPharm would like to express its utmost gratitude for the continued support and advice from our shareholders!

==> picture [175 x 58] intentionally omitted <==

Kao-Huei Cheng, Chairman

  • 8 -

Appendix 2

Audit Committee’s Review Report

The Board of Directors has prepared the Company's 2016 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 28, 2017

  • 9 -

Appendix 3

REPORT OF INDEPENDENT ACCOUNTANTS TRANSLATED FROM CHINESE

To the Board of Directors and Shareholders of ScinoPharm Taiwan, Ltd.

Opinion

We have audited the accompanying balance sheets of ScinoPharm Taiwan, Ltd. as at December 31, 2016 and 2015, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of the ScinoPharm Taiwan, Ltd. as at December 31, 2016 and 2015, and its parent company only financial performance and its parent company only cash flows for the years then ended in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers”.

Basis for opinion

We conducted our audits in accordance with the “Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants” and generally accepted auditing standards in the Republic of China (ROC GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with the Code of Professional Ethics for Certified Public Accountants in the Republic of China (the “Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Company’s parent company only financial statements of 2016. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

  • 10 -

Cutoff of export revenue

Description

Please refer to Note 4(26) to the parent company only financial statements for accounting policy on revenue recognition.

The Company’s sales revenue mainly arose from manufacture and sale of generic drugs and primarily are export sales. The Company recognizes export sales revenue based on the terms and conditions of transactions which vary with different customers. For sales transactions in a certain period around balance sheet date, it is essential to ensure whether the significant risks and rewards of ownership have been transferred to the customers. As revenue recognition of export sales is subject to management’s judgement on whether risks and rewards has been properly transferred, and contains the risk of inappropriate recognition timing, we consider the cutoff of export revenue a key audit matter.

How our audit addressed the matter

Our key audit procedures performed in respect of the above key audit matter included the following:

  1. We obtained understanding and assessed the effectiveness of internal controls over cutoff of sales revenue, and tested the effectiveness of internal controls on shipment and billing.

  2. We checked the completeness and performed cutoff tests on a random basis on the export sales details in a certain period around balance sheet date, which includes checking the terms and conditions of transaction, verifying against supporting documents, and checking whether inventory changes records and sales cost had been recognized in the proper period.

Inventory valuation

Description

Please refer to Note 4(10) for accounting policies on inventory valuation, Note 5(2) for the uncertainty of accounting estimates and assumptions applied on inventory valuation, and Note 6(3) for detailed items of inventories. As of December 31, 2016, the balances of inventory and allowance for inventory valuation losses were $ 2,059,326 thousand and $ 406,894 thousand, respectively.

  • 11 -

The Company is primarily engaged in antineoplastic drug and advanced generic drugs. As the manufacturing process is long and complex, causing longer materials lead time, in addition, the waiting period for product registration is long, and customers’ product launch time might be deferred, there is higher risk of incurring loss an inventory valuation. For inventories sold in regular way, the Company measures inventories at the lower of cost and net realisable value. For inventories age over a certain period of time and are individually identified as obsolete inventories, the net realisable value is calculated based on the historical information of inventory turn-over. Since the calculation of net realisable value involves subjective judgement and uncertainty and the ending balance of inventory was material to the financial statements, we consider the valuation of inventory a key audit matter.

How our audit addressed the matter

Our key audit procedures performed in respect of the above key audit matter included the following:

  1. We assessed the reasonableness of provision policies and procedures on allowance for inventory valuation losses, including the historical data of inventory turn-over and judgement of obsolete inventory.

  2. We checked the accuracy of inventory aging report, and recalculated the reasonableness of allowance for inventory valuation losses to ensure the report is consistent with the Company’s policy.

  3. We selected inventory part numbers on a random basis and verified its net realizable value to evaluate the reasonableness of allowance for inventory valuation losses.

Responsibilities of management and those charged with governance for the parent

company only financial statements

Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers”, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.

  • 12 -

In preparing the parent company only financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including audit committee, are responsible for overseeing the Company’s financial reporting process.

Auditor’s responsibilities for the audit of the parent company only financial statements

Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ROC GAAS will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these non-consolidated financial statements.

As part of an audit in accordance with ROC GAAS, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

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

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

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

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events

  5. 13 -

or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

  • 14 -

Lin, Yung-Chih

Independent Accountants

Lee, Ming-Hsien

PricewaterhouseCoopers, Taiwan Republic of China March 28, 2017


The accompanying financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

  • 15 -

SCINOPHARM TAIWAN, LTD.

PARENT COMPANY ONLY BALANCE SHEETS

(Expressed in thousands of New Taiwan dollars)

Assets December31,2016
Notes
AMOUNT
%
6(1)
$
3,261,712
30
6(2)
587,329
5
12,018
-
7
6,780
-
5(2) and 6(3)
1,652,432
15
198,023
2
5,718,294
52
6(4)(15)(24)
364,089
3
6(4)(5)(24)
816,854
8
6(6)(7)(24) and 7
3,722,375
34
12,633
-
5(2) and 6(22)
277,852
3
6(6)(24)
20,401
-
945
-
8
28,831
-
5,243,980
48
$
10,962,274
100
(Continued)
December31,2015 December31,2015
AMOUNT
$
1,981,296
840,479
16,235
5,268
1,942,181
143,031
4,928,490
338,907
1,146,016
3,718,257
12,656
238,020
17,438
1,113
24,734
5,497,141
$
10,425,631
%
Current assets
1100
Cash and cash equivalents
1170
Accounts receivable, net
1200
Other receivables
1210
Other receivables - related parties
130X
Inventory
1410
Prepayments
11XX
Total current assets
Non-current assets
1543
Financial assets measured at cost
- non-current
1550
Investments accounted for under
equity method
1600
Property, plant and equipment
1780
Intangible assets
1840
Deferred income tax assets
1915
Prepayments for equipment
1920
Guarantee deposits paid
1980
Other financial assets - non-
current
15XX
Total non-current assets
1XXX
Total assets
19
8
-
-
19
1
47
3
11
36
-
3
-
-
-
53
100
  • 16 -

SCINOPHARM TAIWAN, LTD.

PARENT COMPANY ONLY BALANCE SHEETS

(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity December31,2016
Notes
AMOUNT
%
6(8)
$
2,822
-
1,001
-
56,926
1
7
33,100
-
6(9)(24) and 7
374,790
3
6(22)
110,910
1
62,384
1
641,933
6
6(22)
877
-
6(10)
70,053
1
21,618
-
92,548
1
734,481
7
6(11)(14)
7,603,262
69
6(12)(13)
1,275,660
12
6(11)(14)(22)
460,196
4
22,829
-
869,300
8
6(15)
(
3,454)
-
10,227,793
93
7 and 9
$
10,962,274
100
December31,2015 December31,2015
AMOUNT
$
145
995
32,639
-
314,035
100,009
31,196
479,019
3,368
62,854
23,397
89,619
568,638
7,310,829
1,265,544
396,699
22,829
791,997
69,095
9,856,993
$
10,425,631
%
Current liabilities
2120
Financial liabilities at fair value
through profit or loss - current
2150
Notes payable
2170
Accounts payable
2180
Accounts payable - related parties
2200
Other payables
2230
Current income tax liabilities
2310
Advance receipts
21XX
Total current liabilities
Non-current liabilities
2570
Deferred income tax liabilities
2640
Net defined benefit liabilities -
non-current
2645
Guarantee deposits received
25XX
Total non-current liabilities
2XXX
Total liabilities
Equity
Share capital
3110
Share capital - common stock
3200
Capital surplus
Retained earnings
3310
Legal reserve
3320
Special reserve
3350
Unappropriated earnings
3400
Other equity interest
3XXX
Total equity
Significant contingent liabilities
and unrecognized contract
commitments
3X2X
Total liabilities and equity
-
-
-
-
3
1
-
4
-
1
-
1
5
70
12
4
-
8
1
95
100

The accompanying notes are an integral part of these financial statements.

  • 17 -

SCINOPHARM TAIWAN, LTD.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME

(Expressed in thousands of New Taiwan dollars, except for earnings per share amounts)

Items Years ended December31
2016
2015
Notes
AMOUNT
%
AMOUNT
%
6(16)
$
3,888,611
100
$
3,897,137
100
6(3)(10)(20)(21), 7
and 9
(
2,040,535 ) (
53) (
2,231,449) (
57)
1,848,076
47
1,665,688
43
6(2)(10)(20)(21), 7
and 9
(
177,964 ) (
5) (
164,464) (
4)
(
400,236 ) (
10) (
346,991) (
9)
(
203,680 ) (
5) (
233,502) (
6)
(
781,880 ) (
20) (
744,957) (
19)
1,066,196
27
920,731
24
6(2)(17) and 7
40,029
1
38,972
1
6(4)(6)(7)(8)(18)
and 12
(
27,704 ) (
1)
96,240
2
6(19)
(
11 )
- (
28)
-
6(5)
(
256,704 ) (
6) (
285,806) (
7)
(
244,390 ) (
6) (
150,622) (
4)
821,806
21
770,109
20
6(22)
(
163,113 ) (
4) (
135,144) (
4)
$
658,693
17
$
634,965
16
6(10)
($
7,393 )
-
$
6,821
-
6(22)
1,258
- (
1,160)
-
6(15)
(
72,549 ) (
2) (
31,579)
-
($
78,684 ) (
2) ($
25,918)
-
$
580,009
15
$
609,047
16
6(23)
$
0.87
$
0.84
$
0.86
$
0.83
4000
Operating revenue
5000
Operating costs
5900
Net operating margin
Operating expenses
6100
Selling expenses
6200
General and administrative
expenses
6300
Research and development
expenses
6000
Total operating expenses
6900
Operating profit
Non-operating income and
expenses
7010
Other income
7020
Other gains and losses
7050
Finance costs
7070
Share of loss of associates and
joint ventures accounted for
using equity method
7000
Total non-operating income
and expenses
7900
Profit before income tax
7950
Income tax expense
8200
Profit for the year
Other comprehensive income
(loss)
Components of other
comprehensive income that will
not be reclassified to profit or
loss
8311
Other comprehensive income,
before tax, actuarial gains
(losses) on defined benefit plans
8349
Income tax related to
components of other
comprehensive income that will
not be reclassified to profit or
loss
Components of other
comprehensive income that will
be reclassified to profit or loss
8361
Other comprehensive income,
before tax, exchange differences
on translation
8300
Other comprehensive loss for the
year
8500
Total comprehensive income for
the year
Earnings per share (in dollars)
9750
Basic
9850
Diluted

The accompanying notes are an integral part of these financial statements.

  • 18 -

SCINOPHARM TAIWAN, LTD.

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY

(Expressed in thousands of New Taiwan dollars)

For the year ended December 31, 2015
Balance at January 1, 2015
Distribution of 2014 net income (Note):
Legal reserve
Cash dividends
Stock dividends
Employee stock option compensation cost
Net income for the year ended December 31, 2015
Other comprehensive loss for the year ended
December 31, 2015
Balance at December 31, 2015
For the year ended December 31, 2016
Balance at January 1, 2016
Distribution of 2015 net income (Note):
Legal reserve
Cash dividends
Stock dividends
Employee stock option compensation cost
Net income for the year ended December 31, 2016
Other comprehensive loss for the year ended
December 31, 2016
Balance at December 31, 2016
Notes Share capital -
common stock
Capital
reserves
Retained Earnings Retained Earnings Retained Earnings Other Equity Total equity
Legal reserve Special
reserve
Undistributed
earnings
Financial
statements
translation
differences of
foreign
operations
6(14)
6(11)(14)
6(12)(13)
6(14)
6(11)(14)
6(12)(13)
$ 7,029,643
-
-
281,186
-
-
-
$ 7,310,829
$ 7,310,829
-
-
292,433
-
-
-
$ 7,603,262
$ 1,257,277
-
-
-
8,267
-
-
$ 1,265,544
$ 1,265,544
-
-
-
10,116
-
-
$ 1,275,660
$
348,285
48,414
-
-
-
-
-
$
396,699
$
396,699
63,497
-
-
-
-
-
$
460,196
$
22,829
-
-
-
-
-
-
$
22,829
$
22,829
-
-
-
-
-
-
$
22,829
$
621,563
(
48,414)
(
140,592)
(
281,186)
-
634,965
5,661
$
791,997
$
791,997
(
63,497)
(
219,325)
(
292,433)
-
658,693
(
6,135)
$
869,300
$
100,674
-
-
-
-
-
(
31,579)
$
69,095
$
69,095
-
-
-
-
-
(
72,549)
($
3,454)
$ 9,380,271
-
(
140,592)
-
8,267
634,965
(
25,918)
$ 9,856,993
$ 9,856,993
-
(
219,325)
-
10,116
658,693
(
78,684)
$ 10,227,793

(Note) The employees' compensation were $868 and $77,011, and directors' and supervisors' remuneration were $8,678 and $11,543 in 2014 and 2015, respectively, which has been deducted from net income for the years.

The accompanying notes are an integral part of these financial statements.

  • 19 -

SCINOPHARM TAIWAN, LTD.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax
Adjustments
Adjustments to reconcile profit (loss)
Provision/(reversal of allowance) for doubtful accounts
Loss on inventory market price decline
Provision for obsolescence of supplies
Share of loss of subsidiaries, associates and joint
ventures accounted for under equity method
Gain on disposal of investments accounted for under
the equity method
Depreciation
Loss on disposal of property, plant and equipment
Impairment loss (gain on reversal)
Amortization
Loss (gain) on valuation of financial liabilities
Employee stock option compensation cost
Interest income
Interest expense
Changes in operating assets and liabilities
Changes in operating assets
Notes receivable
Accounts receivable
Other receivables
Other receivables - related parties
Inventories
Prepayments
Changes in operating liabilities
Notes payable
Accounts payable
Accounts payable - related parties
Other payables
Advance receipts
Net defined benefit liabilities - non-current
Cash inflow generated from operations
Interest received
Interest paid
Income tax paid
Net cash flows from operating activities
For theyears ended December31,
Notes
2016
2015
$
821,806
$
770,109
6(2)
564 (
43 )
6(3)
58,489
48,270
9,648
9,119
6(5)
256,704
285,806
6(4)(18)
- (
95,381 )
6(6)(20)
351,428
395,861
6(18)
744
503
6(6)(7)(18)
889 (
4,193 )
6(20)
5,200
4,624
2,677 (
3,524 )
6(12)(13)
10,025
7,844
6(17)
(
13,371 ) (
11,067 )
6(19)
11
28
-
27
252,586 (
317,472 )
4,217 (
904 )
(
1,512 )
5,803
231,260
257,104
(
64,640 ) (
19,465 )
6 (
158 )
24,287 (
11,629 )
33,100
-
35,067
9,343
31,188 (
6,760 )
(
194 )
971
2,050,179
1,324,816
13,371
10,917
(
11 ) (
28 )
(
193,277 ) (
103,122 )
1,870,262
1,232,583

(Continued)

  • 20 -

SCINOPHARM TAIWAN, LTD. PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
Increase in financial assets measured at cost - non-current
Cash paid for acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Acquisition of intangible assets
Increase in prepayment for equipment
Decrease in pledged deposits
Increase in other financial assets - non-current
Net cash flows used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
(Decrease) increase in guarantee deposits received
Payment of cash dividends
Net cash flows used in financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
For theyears ended December31,
Notes
2016
2015

($
25,182 ) $
-
6(24)
(
315,517 ) (
479,227 )
484
300
(
5,177 ) (
10,267 )
(
19,421 ) (
25,852 )
168
451
(
4,097 )
-
(
368,742 ) (
514,595 )
(
1,779 )
21,741
6(14)
(
219,325 ) (
140,592 )
(
221,104 ) (
118,851 )
1,280,416
599,137
6(1)
1,981,296
1,382,159
6(1)
$
3,261,712
$
1,981,296

The accompanying notes are an integral part of these financial statements.

  • 21 -

Appendix 4

REPORT OF INDEPENDENT ACCOUNTANTS TRANSLATED FROM CHINESE

To the Board of Directors and Stockholders of ScinoPharm Taiwan, Ltd.

Opinion

We have audited the accompanying consolidated balance sheets of ScinoPharm Taiwan, Ltd. and subsidiaries (the “Group”) as at December 31, 2016 and 2015, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2016 and 2015, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and the International Financial Reporting Standard, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.

Basis for opinion

We conducted our audits in accordance with the “Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants” and generally accepted auditing standards in the Republic of China (ROC GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Code of Professional Ethics for Certified Public Accountants in the Republic of China (the “Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Group’s consolidated financial statements of 2016. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

Cutoff of export revenue

Description

Please refer to Note 4(28) to the consolidated financial statements for accounting policy on revenue recognition.

  • 22 -

The Group’s sales revenue mainly arose from manufacture and sale of generic drugs and primarily are export sales. The Group recognizes export sales revenue based on the terms and conditions of transactions which vary with different customers. For sales transactions in a certain period around balance sheet date, it is essential to ensure whether the significant risks and rewards of ownership have been transferred to the customers. As revenue recognition of export sales is subject to management’s judgement on whether risks and rewards has been properly transferred, and contains the risk of inappropriate recognition timing, we consider the cutoff of export revenue a key audit matter.

How our audit addressed the matter

Our key audit procedures performed in respect of the above key audit matter included the following:

  1. We obtained understanding and assessed the effectiveness of internal controls over cutoff of sales revenue, and tested the effectiveness of internal controls on shipment and billing.

  2. We checked the completeness and performed cutoff tests on a random basis on the export sales details in a certain period around balance sheet date, which includes checking the terms and conditions of transaction, verifying against supporting documents, and checking whether inventory changes records and sales cost had been recognized in the proper period.

Inventory valuation

Description

Please refer to Note 4(11) for accounting policies on inventory valuation, Note 5(2) for the uncertainty of accounting estimates and assumptions applied on inventory valuation, and Note 6(3) for detailed items of inventories. As of December 31, 2016, the balances of inventory and allowance for inventory valuation losses were $ 2,330,847 thousand and $ 501,137 thousand, respectively.

The Group is primarily engaged in antineoplastic drug and advanced generic drugs. As the manufacturing process is long and complex, causing longer materials lead time, in addition, the waiting period for product registration is long, and customers’ product launch time might be deferred, there is higher risk of incurring loss on inventory valuation. For inventories sold in regular way, the Group measures inventories at the lower of cost and net realisable value. For inventories age over a certain period of time and are individually identified as obsolete inventories, the net realisable value is calculated based on the historical information of inventory turn-over. Since the calculation of net realisable value involves subjective judgement and uncertainty and the ending balance of inventory was material to the financial statements, we consider the valuation of inventory a key audit matter.

  • 23 -

How our audit addressed the matter

Our key audit procedures performed in respect of the above key audit matter included the following:

  1. We assessed the reasonableness of provision policies and procedures on allowance for inventory valuation losses, including the historical data of inventory turn-over and judgement of obsolete inventory.

  2. We checked the accuracy of inventory aging report, and recalculated the reasonableness of allowance for inventory valuation losses to ensure the report is consistent with the Group’s policies.

  3. We selected inventory part numbers on a random basis and verified its net realizable value to evaluate the reasonableness of allowance for inventory valuation losses.

Other matter – Parent company only financial reports

We have audited and expressed an unmodified opinion on the parent company only financial statements of ScinoPharm Taiwan, Ltd. as at and for the years ended December 31, 2016 and 2015.

Responsibilities of management and those charged with governance for the consolidated financial statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and the International Financial Reporting Standard, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including audit committee, are responsible for overseeing the Group’s financial reporting process.

Auditor’s responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ROC GAAS will always detect a material misstatement when

  • 24 -

it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with ROC GAAS, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

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

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

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

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.

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

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

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

  • 25 -

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Lin, Yung-Chih

Independent Accountants

Lee, Ming-Hsien

PricewaterhouseCoopers, Taiwan

Republic of China March 28, 2017


The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

  • 26 -

SCINOPHARM TAIWAN, LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

(Expressed in thousands of New Taiwan dollars)

Assets Notes
6(1)
6(2)
5(2) and 6(3)
6(4)(17)(26)
6(5)(7)(26) and 7
5(2) and 6(24)
6(5)(26)
8
6(6)
December 31, 2016
AMOUNT
%
$ 3,707,151
29
638,405
5
197,897
2
1,829,710
14
212,212
2
-
-
6,585,375
52
364,089
3
5,208,898
41
24,078
-
414,414
3
65,466
-
9,739
-
28,831
-
82,110
1
6,197,625
48
$ 12,783,000
100
December 31, 2015 December 31, 2015
AMOUNT
$ 3,707,151
638,405
197,897
1,829,710
212,212
-
6,585,375
364,089
5,208,898
24,078
414,414
65,466
9,739
28,831
82,110
6,197,625
$ 12,783,000
AMOUNT
$ 2,335,697
867,231
207,955
2,169,208
168,603
284,216
6,032,910
338,907
5,170,714
22,918
372,644
157,961
10,448
24,734
90,359
6,188,685
$ 12,221,595
%
Current assets
1100
Cash and cash equivalents
1170
Accounts receivable, net
1200
Other receivables
130X
Inventory
1410
Prepayments
1476
Other financial assets - current
11XX
Total current assets
Non-current assets
1543
Financial assets measured at cost-
non-current
1600
Property, plant and equipment
1780
Intangible assets
1840
Deferred income tax assets
1915
Prepayments for equipment
1920
Guarantee deposits paid
1980
Other financial assets - non-
current
1985
Long-term prepaid rent
15XX
Total non-current assets
1XXX
Total assets
19
7
2
18
1
2
49
3
43
-
3
1
-
-
1
51
100

(Continued)

  • 27 -

SCINOPHARM TAIWAN, LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity December 31, 2016
Notes
AMOUNT
%
6(8)
$ 982,705
8
6(9)
2,822
-
1,001
-
69,730
1
6(10)(26) and 7
430,020
3
6(24)
110,911
1
62,384
-
6(11) and 9
32,120
-
1,691,693
13
6(11) and 9
770,873
6
6(24)
877
-
6(12)
70,053
1
21,711
-
863,514
7
2,555,207
20
6(13)(16)
7,603,262
59
6(14)(15)
1,275,660
10
6(13)(16)(24)
460,196
4
22,829
-
869,300
7
6(17)
(
3,454)
-
10,227,793
80
9
$ 12,783,000
100
December 31, 2015 December 31, 2015
AMOUNT
$ 1,702,306
145
995
91,060
336,932
100,009
43,536
-
2,274,983
-
3,368
62,854
23,397
89,619
2,364,602
7,310,829
1,265,544
396,699
22,829
791,997
69,095
9,856,993
$ 12,221,595
%
Current liabilities
2100
Short-term borrowings
2120
Financial liabilities at fair value
through profit or loss - current
2150
Notes payable
2170
Accounts payable
2200
Other payables
2230
Current income tax liabilities
2310
Advance receipts
2320
Long-term liabilities, current
portion
21XX
Total current liabilities
Non-current liabilities
2540
Long-term borrowings
2570
Deferred income tax liabilities
2640
Net defined benefit liabilities -
non-current
2645
Guarantee deposits received
25XX
Total non-current liabilities
2XXX
Total liabilities
Equity attributable to owners of
the parent
Share capital
3110
Share capital - common stock
3200
Capital surplus
Retained earnings
3310
Legal reserve
3320
Special reserve
3350
Undistributed earnings
3400
Other equity interest
3XXX
Total equity
Significant contingent liabilities
and unrecognized contract
commitments
3X2X
Total liabilities and equity
14
-
-
-
3
1
-
-
18
-
-
1
-
1
19
60
10
3
-
7
1
81
100

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

  • 28 -

SCINOPHARM TAIWAN, LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Expressed in thousands of New Taiwan dollars, except for earnings per share amounts)

Items YearendedDecember31
2016
2015
Notes
AMOUNT
%
AMOUNT
%
6(18)
$ 4,030,921
100
$ 3,955,207
100
6(3)(12)(22)(23) and
9
(
2,224,960) (
55) (
2,278,553) (
58)
1,805,961
45
1,676,654
42
6(2)(6)(12)(22)(23), 7
and 9
(
169,971) (
4) (
157,036) (
4)
(
488,139) (
12) (
445,701) (
11)
(
279,575) (
7) (
324,214) (
8)
(
937,685) (
23) (
926,951) (
23)
868,276
22
749,703
19
6(2)(19)
40,705
1
47,751
1
6(4)(5)(7)(9)(20) and
12
(
62,265) (
1)
13,694
-
6(5)(21)(26)
(
36,116) (
1) (
9,018)
-
-
-
754
-
(
57,676) (
1)
53,181
1
810,600
21
802,884
20
6(24)
(
151,907) (
4) (
167,919) (
4)
$ 658,693
17
$ 634,965
16
6(12)
($ 7,393)
-
$ 6,821
-
6(24)
1,258
-
(
1,160)
-
6(17)
(
72,549) (
2) (
31,579) (
1)
($ 78,684) (
2) ($ 25,918) (
1)
$ 580,009
15
$ 609,047
15
$ 658,693
17
$ 634,965
16
$ 580,009
15
$ 609,047
15
6(25)
$ 0.87
$ 0.84
6(25)
$ 0.86
$ 0.83
4000
Operating revenue
5000
Operating costs
5900
Net operating margin
Operating expenses
6100
Selling expenses
6200
General and administrative expenses
6300
Research and development expenses
6000
Total operating expenses
6900
Operating profit
Non-operating income and expenses
7010
Other income
7020
Other gains and losses
7050
Finance costs
7060
Share of profit of associates and joint
ventures accounted for under equity
method
7000
Total non-operating income and
expenses
7900
Profit before income tax
7950
Income tax expense
8200
Profit for the year
Other comprehensive income (loss)
Components of other comprehensive
income (loss) that will not be
reclassified to profit or loss
8311
Other comprehensive income, before
tax, actuarial gains
8349
Income tax related to components of
other comprehensive income that
will not be reclassified to profit or
loss
Components of other comprehensive
income that will be reclassified to
profit or loss
8361
Other comprehensive income, before
tax, exchange differences on
translation
8300
Other comprehensive loss for the
year
8500
Total comprehensive income for the
year
Profit attributable to:
8610
Owners of the parent
Comprehensive income attributable
to:
8710
Owners of the parent
Earnings per share (in dollars)
9750
Basic
9850
Diluted

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

  • 29 -

SCINOPHARM TAIWAN, LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Expressed in thousands of New Taiwan dollars)

For the year ended December 31, 2015
Balance at January 1, 2015
Distribution of 2014 net income:
Legal reserve
Cash dividends
Stock dividends
Employee stock option compensation cost
Net income for the year ended December 31, 2015
Other comprehensive loss for the year ended
December 31, 2015
Balance at December 31, 2015
For the year ended December 31, 2016
Balance at January 1, 2016
Distribution of 2015 net income:
Legal reserve
Cash dividends
Stock dividends
Employee stock option compensation cost
Net income for the year ended December 31, 2016
Other comprehensive loss for the year ended
December 31, 2016
Balance at December 31, 2016
Notes Equity attributable to owners ofthe parent Equity attributable to owners ofthe parent Equity attributable to owners ofthe parent Equity attributable to owners ofthe parent Equity attributable to owners ofthe parent Equity attributable to owners ofthe parent Totalequity
Share capital -
commonstock
Capital
reserves
RetainedEarnings Other Equity
Legal reserve Special reserve Undistributed
earnings
Financial
statements
translation
differences of
foreign
operations
6(16)
6(13)(16)
6(14)(15)
6(16)
6(13)(16)
6(14)(15)
$ 7,029,643
-
-
281,186
-
-
-
$ 7,310,829
$ 7,310,829
-
-
292,433
-
-
-
$ 7,603,262
$ 1,257,277
-
-
-
8,267
-
-
$ 1,265,544
$ 1,265,544
-
-
-
10,116
-
-
$ 1,275,660
$ 348,285
48,414
-
-
-
-
-
$ 396,699
$ 396,699
63,497
-
-
-
-
-
$ 460,196
$ 22,829
-
-
-
-
-
-
$ 22,829
$ 22,829
-
-
-
-
-
-
$ 22,829
$ 621,563
(
48,414)
(
140,592)
(
281,186)
-
634,965
5,661
$ 791,997
$ 791,997
(
63,497)
(
219,325)
(
292,433)
-
658,693
(
6,135)
$ 869,300
$ 100,674
-
-
-
-
-
(
31,579)
$ 69,095
$ 69,095
-
-
-
-
-
(
72,549)
($ 3,454)
$ 9,380,271
-
(
140,592)
-
8,267
634,965
(
25,918)
$ 9,856,993
$ 9,856,993
-
(
219,325)
-
10,116
658,693
(
78,684)
$10,227,793

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

  • 30 -

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

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax
Adjustments
Adjustments to reconcile profit (loss)
Provision/(reversal) for doubtful accounts
Loss on inventory market price decline
Provision for obsolescence of supplies
Share of profit of associates and joint ventures
accounted for under the equity method
Gain on disposal of investments accounted for under
the equity method
Depreciation
Loss on disposal of property, plant and equipment
Impairment loss (gain on reversal)
Amortization
Amortization of long-term prepaid rent
Loss (gain) on valuation of financial liabilities
Employee stock option compensation cost
Interest income
Interest expense
Changes in operating assets and liabilities
Changes in operating assets
Notes receivable
Accounts receivable
Other receivables
Inventories
Prepayments
Changes in operating liabilities
Notes payable
Accounts payable
Other payables
Advance receipts
Net defined benefit liabilities - non-current
Cash inflow generated from operations
Interest received
Interest paid
Income tax paid
Net cash flows from operating activities
Notes
Forthe years endedDecember31,
2016
2015
$ 810,600
$ 802,884
6(2)
596
(
43 )
6(3)
110,571
68,569
11,167
7,531
-
(
754 )
6(4)(20)
-
(
95,381 )
6(5)(22)
435,391
471,133
6(20)
626
843
6(5)(7)(20)
889
(
4,193 )
6(22)
9,450
11,386
6(6)
1,977
2,051
2,677
(
3,524 )
6(14)(15)
10,116
8,267
6(19)
(
27,844 ) (
30,689 )
6(21)
36,116
9,018
-
27
228,232
(
344,198 )
10,058
(
8,631 )
234,501
211,519
(
54,776 ) (
26,074 )
6
(
158 )
(
21,330 )
37,247
34,117
2,750
18,848
5,580
(
194)
971
1,851,794
1,126,131
27,844
30,539
(
21,337 ) (
9,018 )
(
193,277) (
103,122)
1,665,024
1,044,530

(Continued)

  • 31 -

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

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
Decrease (increase) in other financial assets - current
Increase in financial assets measured at cost - non-current
Cash paid for acquisition of property, plant and equipment
Interest paid for acquisition of property, plant and
equipment
Proceeds from disposal of property, plant and equipment
Acquisition of intangible assets
Increase in prepayments for equipment
Decrease in pledged deposits
Increase in other financial assets - non-current
Net cash flows used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
(Decrease) increase in short-term borrowings
Increase in long-term borrowings
(Decrease) increase in guarantee deposits received
Payment of cash dividends
Net cash flows (used in) from financing activities
Effect of foreign exchange rate changes on cash and cash
equivalents
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Notes
Forthe years endedDecember31,
2016
2015
$ 284,216
($ 284,216 )
(
25,182 )
-
6(26)
(
395,633 ) (
631,840 )
6(5)(21)(26)
(
22,847 ) (
14,989 )
555
451
(
11,416 ) (
11,020 )
(
28,623 ) (
9,729 )
709
7,171
(
4,097 )
-
(
202,318 ) (
944,172 )
(
719,601 )
424,830
802,993
-
(
1,686 )
21,741
6(16)
(
219,325 ) (
140,592 )
(
137,619 )
305,979
46,367
1,757
1,371,454
408,094
6(1)
2,335,697
1,927,603
6(1)
$ 3,707,151
$ 2,335,697

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

  • 32 -

Appendix 5

ScinoPharm Taiwan, Ltd. Proposed Revision of the Rules Governing the procedures for Handling Acquisition and Disposal of Assets

Current Provision Revision Proposed Remark
Article 4Evaluation and Operation
1.~4. omitted
5.
For the purpose of acquiring or
disposing of memberships or
intangible assets, where the
transaction value amounts to 20% or
more of the total paid-in capital of
the Company or TWD300 million, the
Company shall prior to the date of
occurrence seek the CPA’s expressed
opinion on the acceptability of the
transaction price proposed except in
cases where the trading counterpart
is a governmentdepartment, in
which case, the CPA shall act in
accordance with the Auditing
Standards No. 20 issued by the
Accounting Research and
Development Foundation.
6.~8. omitted
Article 4Evaluation and Operation
1.~4. omitted
5.
For the purpose of acquiring or
disposing of memberships or
intangible assets, where the
transaction value amounts to 20% or
more of the total paid-in capital of
the Company or TWD300 million, the
Company shall prior to the date of
occurrence seek the CPA’s expressed
opinion on the acceptability of the
transaction price proposed except in
cases where the trading counterpart
is a governmentagency,in which
case, the CPA shall act in accordance
with the Auditing Standards No. 20
issued by the Accounting Research
and Development Foundation.
6.~8. omitted
Regulatory authorities
ruled that the original
provisions only allowed
for governmental
departments; as the
possibility of price
manipulation for the
acquisition or disposal of
asset transactions by
central and local
government agencies is
low, we have waived
expert opinions and
revised the provision.
Article 6Assets Evaluation
For the purpose of acquiring or
disposing of real property or
equipment, where the transaction
value amounts to 20% or more of the
total paid-in capital of the Company
or TWD300 million, the Company
shall obtain prior to the date of
occurrence the valuation report
issued by the special appraiser(s) in
advance and act in accordance with
the following except in cases where
the trading counterpart is a
governmentdepartment,or the
proposed commissioning of
construction work to be performed
on the land owned or leased by the
Company, or the object of the
acquisition or disposal is the
equipment for business use:
……(Omitted.)
Article 6Assets Evaluation
For the purpose of acquiring or
disposing of real property or
equipment, where the transaction
value amounts to 20% or more of the
total paid-in capital of the Company
or TWD300 million, the Company
shall obtain prior to the date of
occurrence the valuation report
issued by the special appraiser(s) in
advance and act in accordance with
the following except in cases where
the trading counterpart is a
governmentagency,or the proposed
commissioning of construction work
to be performed on the land owned
or leased by the Company, or the
object of the acquisition or disposal
is the equipment for business use:
……(Omitted.)
Reasons for revising are
the same as for revisions
made to Article 4
Paragraph 5.
  • 33 -
Current Provision Revision Proposed Remark
Article 7Acquisition of Real
Property from Interested Parties
1. (Omitted)
2. Approval procedure:
Except in a case of sale and purchase
of government bond, bonds with
buy-back/sell-back condition,
subscription orredemptionof local
money market mutual funds, for the
purpose of acquiring from or
disposing of real estate to an
interested party, or acquiring from or
disposing to an interested party of
any property other than real estate,
where the transaction value amounts
to 20% or more of the total paid-in
capital, 10% or more of the total
assets of the Company or TWD300
million or more, the working group
shall submit materials on the
following matters to the meeting of
the Board of Directors for resolution,
which resolution must be ratified by
the Supervisors, before executing the
transaction contract and paying the
price:
…… (Omitted.)
Article 7Acquisition of Real
Property from Interested Parties
1. (Omitted)
2. Approval procedure:
Except in a case of sale and purchase
of government bond, bonds with
buy-back/sell-back condition,
subscription orbuy-back of local
money market mutual fundsissued
by securities investment trust
enterprises,for the purpose of
acquiring from or disposing of real
estate to an interested party, or
acquiring from or disposing to an
interested party of any property
other than real estate, where the
transaction value amounts to 20% or
more of the total paid-in capital, 10%
or more of the total assets of the
Company or TWD 300 million or
more, the working group shall submit
materials on the following matters to
the meeting of the Board of Directors
for resolution, which resolution must
be ratified by the Supervisors, before
executing the transaction contract
and paying the price:
…… (Omitted.)
In view of the fact that
local money market
mutual funds refer to
money market funds
issued by securities
investment trust
enterprises following
permission from the
Financial Supervisory
Commission, and in
accordance with the
Securities Investment
Trust and Consulting Act,
regulatory authorities
have revised the
provision for clarification
purposes.
Article 9Merger, Spin-off, Purchase
or Acquisition of Stocks by
Assignment
1. When merging, dividing,
acquiring or transferring shares, the
Company should appoint a certified
public accountant, solicitor or
securities underwriter to express its
views on the reasonableness of the
conversion, the purchase price, the
cash dividends or other assets
allotted to shareholders prior to the
Board meeting, and said views
should be reported to the Board for
approval.
…… (Omitted.)
Article 9Merger, Spin-off, Purchase
or Acquisition of Stocks by
Assignment
1. When merging, dividing,
acquiring or transferring shares, the
Company should appoint a certified
public accountant, solicitor or
securities underwriter to express its
views on the reasonableness of the
conversion, the purchase price, the
cash dividends or other assets
allotted to shareholders prior to the
Board meeting, and said views
should be reported to the Board for
approval.
However, the above procedures
regarding expert views do not apply
to subsidiaries where the Company
directly or indirectly owns 100% of
issued shares or total capital, or
In accordance with the
Business Mergers And
Acquisitions Act,
regulatory authorities
consider mergers of
subsidiaries where the
Company directly or
indirectly owns 100% of
issued shares or total
capital, or mergers
between subsidiaries
where the Company
directly or indirectly
owns 100% of issued
shares or total capital to
be reorganizations of the
same business group,
and thus does not
involve share exchange
agreements or cash
  • 34 -
Current Provision Revision Proposed Remark
mergers between subsidiaries where
the Company directly or indirectly
owns 100% of issued shares or total
capital.
…… (Omitted.)
dividends or other assets
allotted to shareholders;
therefore, the
procedures for obtaining
expert views on share
exchanges do not apply
to these mergers.
Article 10Public disclosure and
reporting
1. Where the acquisition or
disposal of assets by the Company
proposed belongs to any of the
following, the Company shall publicly
disclose the relevant information
within two days from the date of
occurrence by posting them on the
FSC-designated website according to
the relevant form and substance
required:
1.1 Acquisition from or disposing of
real property to an interested party,
or acquiring from or disposing to an
interested party of any property
other than real property where the
transaction value amounts to 20% or
more of the total paid-in capital, 10%
or more of the total assets of the
Company or TWD300 million or more
except for the sale and purchase of
government bond, any bond with a
buy-back, sell-back condition,
subscription orredemptionof any
domestic money market fund.
1.2 A merger, spin-off, purchase or
acquisition of stocks by assignment.
1.3 A derivatives transaction the
loss incurred from which transaction
amounts to the relevant general or
individual cap amount provided in
the contracts governed by these
Rules.
1.4An asset transaction other than
those provided in the preceding
threeparagraphs or an investment
project in China of which the
transaction value amounts to 20% or
more of the total paid-in capital of
the Company or TWD300 million
Article 10Public disclosure and
reporting
1. Where the acquisition or
disposal of assets by the Company
proposed belongs to any of the
following, the Company shall publicly
disclose the relevant information
within two days from the date of
occurrence by posting them on the
FSC-designated website according to
the relevant form and substance
required:
1.1 Acquisition from or disposing of
real property to an interested party,
or acquiring from or disposing to an
interested party of any property
other than real property where the
transaction value amounts to 20% or
more of the total paid-in capital, 10%
or more of the total assets of the
Company or TWD300 million or more
except for the sale and purchase of
government bond, any bond with a
buy-back,sell-back condition,
subscription orbuy-back of domestic
money market fundissued by
securities investment trust
enterprises.
1.2 A merger, spin-off, purchase or
acquisition of stocks by assignment.
1.3 A derivatives transaction the
loss incurred from which transaction
amounts to the relevant general or
individual cap amount provided in
the contracts governed by these
Rules.
1.4Acquired or disposed assets
categorized as operational
equipment, where transactions are
not conducted with related parties,
and where transaction amounts
1. Reasons for revising
Paragraph 1,
Subparagraph 1 are the
same as for revisions
made to Article 7.
2. In consideration of the
fact that large-scale
companies will post
notices over-frequently if
reporting standards are
overly low for acquisition
or disposal of equipment
used for day-to-day
business operations, thus
resulting in reduction of
significance for
information disclosed,
Paragraph 1,
Subparagraph 4, Item 4
has been revised and
moved to Paragraph 1,
Subparagraph 4, while
the original text of
Paragraph 1,
Subparagraph 4 has been
moved back.
3. The original text of
Paragraph 1,
Subparagraph 4, Item 5
has been revised and
moved to Paragraph 1,
Subparagraph 5.
4. The original text of
Paragraph 1,
Subparagraph 4 has been
revised and moved to
Paragraph 1,
Subparagraph 6:
(1) For Item 2,
acquisition of corporate
  • 35 -
Current Provision Revision Proposed Remark
except in cases where the transaction
proposed is
(1) the sale and purchase of
government bonds.
(2) the sale and purchase of
negotiable securities by special
investment business on the stock
exchange or securities houses at
home or abroad.
(3) the sale and purchase of bonds
with a buy-back or sell-back
condition.
(4) the acquisition or disposal of
machinery equipment for business
use where the trading counterpart is
not an interested party and the
transaction value of which is less
than TWD500 million.
(5) the acquisition of real property
the transaction value of which
acquisition payable by the Company
amounts to less than TWD500 million
and which acquisition will be
conducted through the
commissioning of construction work
to be performed on the land owned
or leased by the Company, or a joint
construction project with the
Company to share and own certain
units or percentage title ownership
of the building, or a joint
commissioned construction project
with the building to be sold in
different lots.
2.~3. Omitted
4. Should items be incorrect or
incomplete at the time of public
disclosure, all items should be
re-disclosed once all errors are
corrected.
5. The Company shall publicly
disclose by posting on the
FSC-designated website, within two
days from the date of occurrence,
the transaction which has been duly
publicly disclosed pursuant to
paragraphs 1 through 4 of this Article
meet one of the following
requirements:
(1) Transactions of more than TWD
500 million with a public company
holding less than TWD 10 billion in
paid-up capital.
(2) Transactions of more than TWD 1
billion with a public company holding
more than TWD 10 billion in paid-up
capital.
1.5 the acquisition of real property
the transaction value of which
acquisition payable by the Company
amounts to less than TWD500 million
and which acquisition will be
conducted through the
commissioning of construction work
to be performed on the land owned
or leased by the Company, or a joint
construction project with the
Company to share and own certain
units or percentage title ownership
of the building, or a joint
commissioned construction project
with the building to be sold in
different lots.
1.6Assets transactions other than
those of the aforementionedfive
provisions or investments in China,
where the transaction amount is
more than 20% of the company's
paid-up capital or TWD 300 million.
However, the above does not apply
to the following:
(1) Sales of government bonds.
(2) Sale or purchase of shares in
domestic or overseas stock
exchanges or securities businesses,
or subscriptionin the domestic
primary market of ordinary corporate
bonds and general financial bonds
not involved in equity, by
professional investors.
(3) The sale of bonds with buy-back,
sell-back conditions and purchase or
buy-back of domestic money market
fundsissued by securities investment
trust enterprises.
bonds and non-equity
bank debentures in
domestic primary
markets are a regular
and simple business
activity for professional
investors, conducted
mainly for the purpose of
obtaining interest; under
current regulations,
when selling said assets
in secondary markets
there is no need for
disclosure of
information. In
consideration of benefits
and consistency of
information disclosure,
these notices have been
excluded from the scope
of relevant regulations.
(2) Reasons for revising
Item 3 are the same as
for revisions made to
Article 7.
5. Regulatory authorities
referenced Paragraph 5
of this Article referring to
provisions stipulating
that changes to disclosed
notices should be
effected within two days.
Accordingly, it is
stipulated that notices
with errors or omissions
at the time of disclosure
should be revised and all
items should be
re-disclosed within two
days of discovery.
  • 36 -
Current Provision Revision Proposed Remark
and which runs into any of the
following:
5.1 The original contract
consummated on the transaction has
been changed, terminated or
rescinded.
5.2 The merger, spin-off, purchase
or acquisition of stocks by
assignment under the transaction
fails to complete as scheduled under
the contract.
5.3 Change to the content of the
original public disclosure.
2. ~ 3. Omitted
4. Should items be incorrect or
incomplete at the time of public
disclosure, all items should be
re-disclosedwithin two days of
discovery.
5. The Company shall publicly
disclose by posting on the
FSC-designated website, within two
days from the date of occurrence, the
transaction which has been duly
publicly disclosed pursuant to
paragraphs 1 through 4 of this Article
and which runs into any of the
following:
5.1 The original contract
consummated on the transaction has
been changed, terminated or
rescinded.
5.2 The merger, spin-off, purchase
or acquisition of stocks by
assignment under the transaction
fails to complete as scheduled under
the contract.
5.3 Change to the content of the
original public disclosure.
Article 14 Adoption and
Amendment
These Rules were adopted by the
shareholders meeting of 25
September 2009 with subsequent
amendment adopted by the
shareholders meetings of 13 June
2012、21 June 2013and 18 June
2014.
Article 14 Adoption and
Amendment
These Rules were adopted by the
shareholders meeting of 25
September 2009 with subsequent
amendment adopted by the
shareholders meetings of 13 June
2012、21 June 2013、18 June 2014
and 27 June 2017.
Revision is proposed to
incorporate the date of
the present revision.
  • 37 -