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SPT AGM Information 2018

Jul 16, 2018

51922_rns_2018-07-16_c6fdfd5e-9b9c-4710-a9f5-037738d5713a.pdf

AGM Information

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ScinoPharm Taiwan, Ltd. 2018 Annual General Shareholders’ Meeting Minutes (Translation)

Time and Date: 9:30a.m., Tuesday, June 27, 2018

  • 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: 608,070,452 shares (including 358,150,669 shares voted electronically), accounted for 76.89 % of the total 790,739,222 outstanding shares.

Attended Directors: Chairman-Chih-Hsien Lo 、 Tsung-Ming Su 、 Po-Ming Hou 、 Kun-Shun Tsai 、 Tsung-Pin Wu 、 Jia-Horng Guo 、 Yung-Fa Chen 、 Chiou-Ru Shih 、 Kuo-His Wang 、 Wei-Te Ho(independent director- Chairman of the Audit committee)

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

Chairperson: Chairman-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 2017. (Please see Appendix 1)

  • (2) Audit Committee’s review opinions on 2017 Financial Results. (Please see Appendix 2)

(3) Remuneration distribution report of 2017 for employees and directors.

Explanation:

  • a. The remuneration distribution for employees and directors on 2017 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 2017 was NTD48,877,615, making up 8.96% of the year’s profits; director compensation was NTD7,607,845, making up 1.40% of the year’s profits; all compensation was distributed in cash form. The aforementioned amounts differed from budgeted amounts by 0 for both employee compensation and director compensation.

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(4). Proposed amendment of the “Rules of Procedure for Board of Directors Meeting”.

  • a. The company has revised the "Rules Governing Meeting of the Board of Directors," in order to delineate clearly the authority of independent directors, intensify understanding of the company's affairs by independent directors, in line with the revised "Sample Template for XXX Co., Ltd. Rules of Procedure for Board of Directors Meetings," publicized by the Taiwan Stock Exchange (Taiwan-Stock-Governance 10600183131, Sept. 27, 2017).

  • b. Please see the proposed revisions to the “Rules of Procedure for Board of Directors Meetings“ juxtaposed with the current provision as show in Appendix 5.

C. Matters Proposed for ratification

  • (1) Business Report and Financial Statements for 2017 (as adopted by the meeting of the Board of Directors)

Explanation:

  • a. The 2017 Parent and consolidated financial statements of 2017 of the Company as adopted by the March 16, 2018 meeting of the Board of Directors and duly certified by Yung-Chih Lin, Certified Public Accountant and Tzu-Meng Liu, 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 608,070,452 votes.

The number of votes for approval was 605,092,459 (including 356,204,486 exercised via electronic transmission), accounted for 99.51% of total shares with voting rights present.

The number of votes for disapproval was 41,502 (including 41,502 exercised via electronic transmission), accounted for 0.01% of total shares with voting rights present.

The number of votes for abstaining/no vote was 2,936,491 (including 1,904,681 exercised via electronic transmission), accounted for 0.48% 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 2017 (as adopted by the meeting of the Board of Directors)

Explanation:

  • a. The Company’s earnings distribution for fiscal year 2017 is proposed in accordance with the Company Act and its Articles of Incorporation, by the Board of Directors as follows:

  • b. With accumulated distributable earnings reaching NT$651,595,045 in 2017, the company plans to issue NT$379,554,827 of cash dividend to shareholders, equivalent to NT$0.48 per share.

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  • 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 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 December 31, 2017

Item Amount (TWD) Amount (TWD)
After-tax net profit earned in 2017
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 480 on each 1,000 shares held)
Undistributed earnings as of the end of the period
$422,366,595
(42,236,660)
262,310
380,392,245
271,202,800
651,595,045

(379,554,827)
$272,040,218

Notes:

  1. In terms of earnings distribution for fiscal year 2017, 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 : Chih-Hsien Lo 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 608,070,452 votes.

The number of votes for approval was 605,092,494 (including 356,204,521 exercised via electronic transmission), accounted for 99.51% of total shares with voting rights present.

The number of votes for disapproval was 44,971 (including 44,971 exercised via electronic transmission), accounted for 0.01% of total shares with voting rights present.

The number of votes for abstaining/no vote was 2,932,987 (including 1,901,177 exercised via electronic transmission), accounted for 0.48% 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.

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D. Matters Proposed for discussion and resolution

  • (1) Proposed revision of the Articles of Incorporation. (as adopted by the meeting of the Board of Directors)

Explanation:

  • a. As the regulator has institutionalized the tenure of independent directors, plus possible need for independent directors to relieve their duty in advance, due to different dates for Shareholders' Meeting every year, revise article 24 of the Articles of Incorporation, numerating the term of independent directors whose tenure will expire until new independent directors for the next term are appointed by next Shareholders' Meeting, in compliance with the legal requirement, the spirit of corporate governance, and the need of practical operation.

  • b. Please see the proposed revisions to the Articles of Incorporation juxtaposed with the current provision as show below.

provision as show below.
Current Provision Revision Proposed Remark
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 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
three terms 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.
This revision is
to consider that
the term of
independent
directors would
expire until
independent
directors of next
term have been
elected by
Shareholders'
Meeting, to
avoid need for
incumbent ones
to relieve their
duties in
advance, a
problem
resulting from
different dates
for
Shareholders'
Meeting each
year, so as to
comply with the
spirit and
practical need
of corporate
governance.
Article 43
These Articles of Incorporation
established on October 16, 1997,
have been revised as follows:1st
revision of March 17, 1998, 2nd
revision of April 7, 1999, 3rd revision
of July21,2000,4th revision of
Article 43
These Articles of Incorporation
established on October 16, 1997,
have been revised as follows:1st
revision of March 17, 1998, 2nd
revision of April 7, 1999, 3rd revision
of July21,2000,4th revision of
Revision dates
have been
added.
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Current Provision Revision Proposed Remark
December 3, 2001, 5th revision of
June 13, 2002, 6threvision of March
13, 2003, 7th revision of June 30,
2003, 8threvision of June 30, 2003,
9th revision of May 14, 2004, 10th
revision of June 3, 2005, 11th revision
of October 3 2005, 12th revision of
February 15, 2006, 13th revision of
June 7, 2006, 14th revision of June
18, 2009, 15th revision of September
25, 2009, 16th revision of April 29,
2010, 17th revision of December 9,
2010, 18th revision of June 13, 2012,
19th revision of June 21, 2013, 20th
revision of June 18, 2014 and21st
revision of June 27, 2016.
December 3, 2001, 5th revision of
June 13, 2002, 6threvision of March
13, 2003, 7th revision of June 30,
2003, 8th revision of June 30, 2003,
9th revision of May 14, 2004, 10th
revision of June 3, 2005, 11th revision
of October 3 2005, 12th revision of
February 15, 2006, 13th revision of
June 7, 2006, 14th revision of June
18, 2009, 15th revision of September
25, 2009, 16th revision of April 29,
2010, 17th revision of December 9,
2010, 18th revision of June 13, 2012,
19th revision of June 21, 2013, 20th
revision of June 18, 2014, 21st
revision of June 27, 2016.and22nd
revision of June 27, 2018

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 608,070,452 votes.

  • The number of votes for approval was 605,096,236 (including 356,208,263 exercised via electronic transmission), accounted for 99.51% of total shares with voting rights present.

  • The number of votes for disapproval was 33,724 (including 33,724 exercised via electronic transmission), accounted for 0.01% of total shares with voting rights present.

The number of votes for abstaining/no vote was 2,940,492 (including 1,908,682 exercised via electronic transmission), accounted for 0.48% 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 two-thirds of the total number of its outstanding shares.

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

E. Election

  • (1) The 9th 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 8th Election of Board of Directors is from June 23[rd] 2015 to on June 22[nd] 2018.

  • 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 8th Election of Board of Directors (including Independent Directors) is completed prior to the 9[th] election, the Directors should

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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 June 27, 2018 through June 26, 2021.

  • 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. According to article 24 of Articles of Incorporation and article 14-4 of Securities and Exchange Act, all independent directors comprise the auditing committee. Therefore, the third auditing committee comes into being and becomes operational following the election of new independent directors.

  • e. Please see Appendix 6 for the name list of the candidates nominated as adopted by the meeting of May 4, 2018 of the Board of Directors.

  • f. Shareholders are requested to vote to elect the new Directors.

Result : Elected Board Directors Name list

(1) Directors: Twelve seats

Shareholder No.
Name
Representative Votes received
4 Uni-President Enterprises Corp. Chih-Hsien Lo 792,227,995
4 Uni-President Enterprises Corp. Tsung-Ming Su 761,833,927
5 Tainan Spinning Co., Ltd. Po-Ming Hou 694,268,652
860 Kao Chyuan Investment Co., Ltd Shiow-Ling Kao 681,622,994
4 Uni-President Enterprises Corp. Kun-Shun Tsai 652,291,119
4 Uni-President Enterprises Corp. Tsing-Pin Wu 651,207,700
1 National Development Fund,
Executive Yuan
Ming-Chuan Hsieh 624,247,915
1 National Development Fund,
Executive Yuan
Ya-Po Yang 622,701,576
4 Uni-President Enterprises Corp. Jia-Horng Guo 582,253,482
4 Uni-President Enterprises Corp. Yung-Fa Chen 570,711,357
861 President International
Development Corp.
Chiou-Ru Shih 561,173,301
2 Taiwan Sugar Corporation Kuo-His Wang 509,385,443

(2) Independent Directors : Three seats

Independent Directors:Three seats
Shareholders’ No. or ID No. Name Votes received
B121○○○○53 Wei-Te Ho 433,641,388
S102○○○○74 Wen-Chang Chang 433,412,086
E101○○○○13 Li-Tzong Chen 433,346,794
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The number of Invalid votes was 0.

F. Other matters proposed for discussion and resolution

  • (1) Proposed release of prohibition on Directors (including Independent Directors) and their representatives of the 9th election from participation in competitive business. (as adopted by the meeting of the Board of Directors)

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 and the Shareholders’ Meeting may adopt the resolution.

  • b. In consideration that the members of the 9th 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 9th 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.

  • c. Titles and job details of directors (including independent directors) who will be exempting from non-compete competition prohibition as show in Appendix 7.

  • d. 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 608,070,452 votes.

The number of votes for approval was 604,694,975 (including 355,809,002 exercised via electronic transmission), accounted for 99.44 % of total shares with voting rights present.

The number of votes for disapproval was 91,465 (including 91,465 exercised via electronic transmission), accounted for 0.02% of total shares with voting rights present.

The number of votes for abstaining/no vote was 3,284,012 (including 2,250,202 exercised via electronic transmission), accounted for 0.54 % 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 two-thirds of the total number of its outstanding shares.

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

G. Extempore motions

H. Meeting adjourned

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Appendix 1

Business Report

Dear Shareholders:

In recent years, low prices have hit the generic drug market globally and the merging of companies has become a trend. In the United States, many mergers and acquisitions in the pharmaceutical retail channel have led to depressed prices from joint procurements. At the same time, oncology drugs are being seen as personalized medical treatment. Fewer small molecule blockbuster drugs are found in the market. Coupled with the strong appreciation of the Taiwan dollar over the last year, these phenomena have impacted the annual profit and revenue of export-oriented ScinoPharm. Despite the intensifying external environmental challenges, with the concerted diligence of its employees, ScinoPharm has employed continuous effort in optimizing processes, controlling costs and increasing management efficiency. At the same time, it has also been accelerating the expansion of product lines, making good use of active pharmaceutical ingredient into the development of formulated products, and proactively making headway into the field of specialty generic drug development.

In 2017, the company’s consolidated annual revenue was NT$3.516 billion. The after-tax net profit was NT$422 million, and the after-tax earnings per share was NT$0.53. As of the end of last year, the company’s paid-up capital was NT$7.907 billion, and the shareholder’s equity was NT$10.4 billion, which accounted for approximately 82% of its total assets of NT$12.7 billion. Its long-term capital was 2.28 times that of its fixed assets, with a current ratio of 5.8. Hence, the company has a sound financial structure.

Continuously building a long-term competitive advantage for ScinoPharm

From the overall performance of the previous year, shipments of Paclitaxel which is used for ovarian cancer and breast cancer, declined because of an inventory reduction by clients. Shipments of other major generic drugs were delayed due to the replacement and integration of product lines and factories by clients after mergers, and this has also affected revenue. However, the production of new drug agents has increased significantly mainly owing to a client’s new antibiotic drug, Baxdela™, being approved for sale by the U.S. FDA at the end of last year. It was also designated as an approved drug for infectious diseases and was entitled to exclusive rights, with promising outlook. The commissioned production of another new drug, antibiotic Vibativ®, also contributed significantly to revenue thanks to the periodic stock demand of our client. In addition, the increase in shipment of APIs and intermediates for other four CRO projects that are in Phase III clinical trials has offset part of the effect of the decline in demand for APIs for generic drugs.

In terms of partnerships on formulation business, the five cooperative projects on generic oncology injections with the major international manufacturer, Baxter International Inc., in the previous year has accelerated ScinoPharm’s foray into the field of generic drug products, and a long-term risk-spreading, profit-sharing partnership has also been established. A sales authorization agreement was also signed with an international Indian drug manufacturer for another self-developed anticoagulant, Fondaparinux. The royalties for the two cooperative projects increased significantly in last year, and this shows the emerging results of the company’s strategy of vertical integration of formulation business.

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Strengthening the foundation of established businesses, accelerating towards completion of the strategic plan

Last year, we completed six API projects for generic drugs. By the end of 2017, we obtained a total of 767 Drug Master Files (DMFs) worldwide. Among them, 56 DMFs belonged to the United States, and more than 33 of which were oncology products. Our company’s patent achievements were also fruitful. We have a total of 59 inventions that obtained 397 patents around the world, and another 104 inventions with patent applications pending for review.

Through the dual-business model of having self-developing generic products and API contract development and manufacturing services for new drug companies, we strive to strengthen the synergy in the arrangement of selecting products with higher entry barrier and matching with market demand and the capacity of our internal injectable plant. The injectable product line has accumulated more than a dozen items, most of which have the advantages of holding high-threshold APIs or complex formulations. Our injectable plant was designed and built to comply with the stringent global GMP requirements. Two separate aseptic filling lines are installed respectively for the manufacturing of cytotoxic injectables in liquid/lyo vial format and high potency liquid products in cartridge or prefilled syringe format.

Prudent in facing the rapidly changing Chinese market

The drug administrative standards in China have been rapidly undergoing reform, and this has brought it to the level of international market in recent years. As a result, the overall environment places greater emphasis on the handling of quality control and environmental safety issues. ScinoPharm’s Changshu plant in Jiangsu Province has been continuously tightening its regulations in line with the environmental, health and safety regulations of China. The changes in the latest GMP regulations have resulted in an increase in infrastructure investments. Under the pressure of escalating environmental protection costs and operating risks, the costs have risen as well. All these have led to operations that are slower than expected. To counter such a situation, the company is actively controlling expenditures and is committed to developing short-term projects that can improve its capacity utilization rate. In addition, the company has also selected specific products to cooperate with international partners, making use of the dual filing application between the United States and China. This enables the company to quickly enter the generic drug market in China. At the same time, after the full implementation of the Marketing Authorization Holder (MAH) of pharmaceutical products last year, the company is keeping an eye out for business opportunities with regard to contract development and manufacturing services, so as to push forward the pace of operations of the plant in Changshu.

Adhering to the high standards of quality management, upholding operational integrity in the spirit of enterprise

ScinoPharm has been in the pharmaceutical industry for many years and is globally recognized. The company has strictly abided by international cGMP standards. It has completed on-site Inspections from the regulatory authorities of numerous countries, including Taiwan, Europe, USA and Japan. Last year, our company successfully passed the GMP review by the U.S. Food and Drug Administration (US FDA) with excellent results. At the same time, we also passed the inspections by the Mexican health authority (COFEPRIS) for the fourth time. These are key indicators of ScinoPharm’s quality assurance.

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Our company has never forgotten its corporate social responsibility, and we are committed to the improvement of corporate governance. Last year, ScinoPharm received the “Global CSR Award”, which affirmed our company’s performance in corporate commitment, social participation, environmental protection and corporate governance. In the same year, our company was awarded as an “Excellent Exporter/Importer” by the Bureau of Foreign Trade for the fourth time. We also participated in the Corporate Governance Evaluation held by the Taiwan Stock Exchange and was ranked as a “Top-Rated Company”, which demonstrated its commitment and hard work towards corporate governance. At the end of last year, ScinoPharm again achieved second in the category of “Best Investor Relations Service in the Greater China Region” of the biotechnology industry awarded by the IR Magazine, a global investor relations magazine for professionals. All the award-winning achievements are the best affirmations for ScinoPharm’s efforts in striving for excellence and relentless innovation.

Continuing in the pursuit of pragmatic corporate core values, creating a sustainable future for the company

Since the establishment of ScinoPharm for the past 20 years, the company has been proactively innovating to provide high-quality products as its comparative advantage in the face of international competition. Looking into the future, ScinoPharm is forging ahead in improving the overall profitability of APIs, as well as establishing product lines of highly complex formulations. At the same time, the company is striving for production optimization of its products through efficient management and the passing on of deep experiences accumulated over the long term. The company will also leverage on its strategic alliances to develop collaborating relationships for its formulation business and create synergistic benefits. With regard to contract development and manufacturing services, we have been working on several plans for a long time, and the applications for NDAs are expected to be submitted in succession by our customers. If these products are successfully launched on the market, there will be a high potential for growth into the future.

Lastly, ScinoPharm would like to thank all our customers, shareholders and employees for their long-term and continual support. We would like to extend our most sincere gratitude to everyone. ScinoPharm will always uphold its corporate spirit of responsibility and diligence, as it strives for innovations and breakthroughs. The company will actively work hard to optimize the product mix, strengthen its risk management and enhance its internal operational efficiency. In this highly competitive market, it will also keep to the global trends of the pharmaceutical industry and seize business opportunities, as it looks toward to continuously improving on its operational efficiency and profitability. In addition, ScinoPharm will also faithfully fulfill its corporate social responsibility to not only give back to society in its recognition of our company, and to show our appreciation to our shareholders for their support, but to also maintain a positive influence on society.

Chih-Hsien Lo, Chairman

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Appendix 2

Audit Committee’s Review Report

The Board of Directors has prepared the Company's 2017 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 16, 2018

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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 parent company only balance sheets of ScinoPharm Taiwan, Ltd. as at December 31, 2017 and 2016, 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 ScinoPharm Taiwan, Ltd. as at December 31, 2017 and 2016, 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 2017. 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.

The key audit matters for the parent company only financial statements of the current period are stated as follows:

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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 arise from manufacture and sale of Active Pharmaceutical Ingredient (“API”), which primarily consists of export sales. The Company recognises export sales revenue based on the terms and conditions of transactions which vary with different customers. As revenue recognition involves manual processes, and is material to the financial statements, we consider the cutoff of export revenue a key audit matter.

How our audits addressed the matter

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

  1. Understood and assessed the effectiveness of internal controls over cutoff of sales revenue, and tested the effectiveness of internal controls over shipping and billing.

  2. Checked the completeness of the export sales details for a certain period around balance sheet date, and performed cutoff tests on a random basis, which include checking the terms and conditions of transactions, verifying against supporting documents, and checking whether inventory movements and costs of sales were recognised in the appropriate 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 in inventory valuation, and Note 6(3) for details of inventories. As of December 31, 2017, the balances of inventory and allowance for inventory valuation losses were $1,932,445 thousand and $431,864 thousand, respectively.

The Company is primarily engaged in the manufacture and sales of API. As the manufacturing process is relatively complicated and time consumming, materials require longer lead time, the waiting period for product registration is long, and the timing of the product launch may be deferred, there is higher risk of incurring loss on inventory valuation. For inventories sold under normal terms, the Company measures inventories at the lower of cost and net realisable value. For inventories aging 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 the ending balance of inventory is material to the financial statements, we consider the valuation of inventory a key audit matter.

- 13 -

How our audits addressed the matter

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

  1. Evaluated 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. Verified whether the date used in the inventory aging reports that the Company applied to value inventories were accurate. Recalculated and evaluated the reasonableness of allowance for inventory valuation losses in order to confirm that the reported information was in line with the Company’s policies.

  3. Selected samples from inventory items by each sequence number to verify its realisable value and to evaluate the reasonableness of allowance for inventory valuation loss.

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.

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 parent company only financial statements.

- 14 -

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 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.

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

  6. 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.

- 15 -

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.

Lin, Yung-Chih

Independent Accountants

Liu, Tzu-Meng

PricewaterhouseCoopers, Taiwan Republic of China March 16, 2018

------------------------------------------------------------------------------------------------------------------------------------------------The accompanying parent company only 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 parent company only 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.

- 16 -

SCINOPHARM TAIWAN, LTD.

PARENT COMPANY ONLY BALANCE SHEETS

(Expressed in thousands of New Taiwan dollars)

Assets Notes
6(1)
6(2)
7
5(2) and 6(3)
3(2) and 6(4)
6(5)
6(6)(7)(24)
5(2) and 6(22)
6(6)(24)
8
December 31, 2017
AMOUNT
%
$ 3,675,824
33
567,122
5
12,441
-
2,597
-
1,500,581
14
99,444
1
5,858,009
53
391,097
4
664,118
6
3,609,589
33
10,752
-
355,376
3
65,812
1
1,229
-
28,831
-
5,126,804
47
$ 10,984,813
100
December 31, 2016 December 31, 2016
AMOUNT
$ 3,675,824
567,122
12,441
2,597
1,500,581
99,444
5,858,009
391,097
664,118
3,609,589
10,752
355,376
65,812
1,229
28,831
5,126,804
$ 10,984,813
AMOUNT
$ 3,261,712
587,329
12,018
6,780
1,652,432
198,023
5,718,294
364,089
816,854
3,722,375
12,633
277,852
20,401
945
28,831
5,243,980
$ 10,962,274
%
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 carried 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
30
5
-
-
15
2
52
3
8
34
-
3
-
-
-
48
100

(Continued)

- 17 -

SCINOPHARM TAIWAN, LTD.

PARENT COMPANY ONLY BALANCE SHEETS

(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity December 31, 2017
December 31, 2016
Notes
AMOUNT
%
AMOUNT
%
6(8)
$ -
-
$ 2,822
-
1,161
-
1,001
-
73,943
1
56,926
1
7
53,928
-
33,100
-
6(9)(24)
294,007
3
374,790
3
6(22)
50,251
-
110,910
1
23,366
-
62,384
1
496,656
4
641,933
6
6(22)
-
-
877
-
6(10)
69,312
1
70,053
1
1,620
-
21,618
-
70,932
1
92,548
1
567,588
5
734,481
7
6(11)(14)
7,907,392
72
7,603,262
69
6(12)(13)
1,286,872
12
1,275,660
12
6(11)(14)(22)
526,065
5
460,196
4
22,829
-
22,829
-
693,832
6
869,300
8
6(15)
(
19,765 )
- (
3,454)
-
10,417,225
95
10,227,793
93
7 and 9
11
$ 10,984,813
100
$ 10,962,274
100
December 31, 2016 December 31, 2016
%
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
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
Significant events after the
balance sheet date
3X2X
Total liabilities and equity
-
-
1
-
3
1
1
6
-
1
-
1
7
69
12
4
-
8
-
93
100

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

- 18 -

SCINOPHARM TAIWAN, LTD.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME

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

Items Year ended December 31
2017
2016
Notes
AMOUNT
%
AMOUNT
%
6(16)
$ 3,449,175
100
$ 3,888,611
100
6(3)(10)(20)(21), 7
and 9
(
1,777,982)(
52)(
2,040,535) (
53)
1,671,193
48
1,848,076
47
6(2)(10)(20)(21), 7
and 9
(
146,006 ) (
4) (
177,964) (
5)
(
459,538 ) (
13) (
400,236) (
10)
(
264,331)(
8)(
203,680) (
5)
(
869,875)(
25)(
781,880) (
20)
801,318
23
1,066,196
27
6(2)(17) and 7
42,981
1
40,029
1
6(6)(7)(8)(18) and
12
(
39,020 ) (
1) (
27,704) (
1)
6(19)
(
22 )
-
(
11)
-
6(5)
(
316,481)(
9)(
256,704) (
6)
(
312,542)(
9)(
244,390) (
6)
488,776
14
821,806
21
6(22)
(
66,409 )(
2)(
163,113) (
4)
$ 422,367
12
$ 658,693
17

6(10)
$ 316
-
($ 7,393)
-
6(22)
(
54 )
-
1,258
-
6(15)
(
16,311)
-
(
72,549) (
2)
($ 16,049 )
-
($ 78,684) (
2)
$ 406,318
12
$ 580,009
15
6(23)
$ 0.53
$ 0.83
$ 0.53
$ 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 (loss) that
will not be reclassified to profit or
loss
8311
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
Financial statements translation
differences of foreign operation
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 parent company only financial statements.

- 19 -

SCINOPHARM TAIWAN, LTD. PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY

(Expressed in thousands of New Taiwan dollars)

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
For the year ended December 31, 2017
Balance at January 1, 2017
Distribution of 2016 net income (Note):
Legal reserve
Cash dividends
Stock dividends
Employee stock option compensation cost
Net income for the year ended December 31, 2017
Other comprehensive income for the year ended
December 31, 2017
Balance at December 31, 2017
Notes Share capital -
commonstock
Capital
reserves
Retained earnings Retained earnings Retained earnings Otherequity Totalequity
Legal reserve Special
reserve
Unappropriated
earnings
Currency
translation
differences
6(14)
6(11)(14)
6(12)(13)
6(15)
6(14)
6(11)(14)
6(12)(13)
6(15)
$ 7,310,829
-
-
292,433
-
-
-
$7,603,262
$ 7,603,262
-
-
304,130
-
-
-
$7,907,392
$ 1,265,544
-
-
-
10,116
-
-
$1,275,660
$ 1,275,660
-
-
-
11,212
-
-
$1,286,872



$ 396,699
63,497
-
-
-
-
-
$ 460,196
$ 460,196
65,869
-
-
-
-
-
$ 526,065
$ 22,829
-
-
-
-
-
-
$ 22,829
$ 22,829
-
-
-
-
-
-
$ 22,829
$ 791,997
(
63,497 )
(
219,325 )
(
292,433 )
-
658,693
(
6,135 )
$ 869,300
$ 869,300
(
65,869 )
(
228,098 )
(
304,130 )
-
422,367
262
$ 693,832
$ 69,095
-
-
-
-
-
(
72,549 )
($ 3,454 )
($ 3,454 )
-
-
-
-
-
(
16,311 )
($ 19,765 )
$ 9,856,993
-
(
219,325 )
-
10,116
658,693
(
78,684 )
$10,227,793
$ 10,227,793
-
(
228,098 )
-
11,212
422,367
(
16,049)
$10,417,225

(Note) The employees' compensation were $77,011 and $82,181, and directors' remuneration were $11,543 and $11,734 in 2015 and 2016, respectively, which has been deducted from net income for the years.

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

- 20 -

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)
(Gain) loss on valuation of financial assets and
liabilities
(Reversal of allowance) provision 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

Depreciation

Loss on disposal of property, plant and equipment

(Gain on reversal) impairment loss

Amortization

Employee stock option compensation cost

Interest income

Interest expense

Changes in operating assets and liabilities
Changes in operating assets
Accounts receivable
Other receivables
Other receivables - related parties
Inventory
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
Forthe years endedDecember31
Notes
2017
2016
$ 488,776 $ 821,806
(
2,822 )
2,677
6(2)(17)
(
488 )
564
6(3)
24,970
58,489
9,677
9,648
6(5)
316,481
256,704
6(6)(20)
329,007
351,428
6(18)
62
744
6(6)(7)(18)
(
3,741 )
889
6(20)
5,038
5,200
6(12)(13)
11,036
10,025
6(17)
(
18,612 ) (
13,371 )
6(19)
22
11
20,695
252,586
(
423 )
4,217
4,183 (
1,512 )
126,881
231,260
88,902 (
64,640 )
160
6
17,017
24,287
20,828
33,100
(
43,467 )
35,067
(
39,018 )
31,188
(
425 ) (
194 )
1,354,739
2,050,179
18,612
13,371
(
22 ) (
11 )
(
205,523 ) (
193,277 )
1,167,806
1,870,262

(Continued)

- 21 -

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 investments accounted for
under the equity method - subsidiary
Proceeds from disposal of property, plant and equipment

Cash paid for acquisition of property, plant and equipment
Acquisition of intangible assets
Increase in prepayment for equipment
(Increase) decrease in guarantee deposits paid
Increase in other financial assets - non-current
Net cash flows used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Decrease 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
Forthe years endedDecember31
Notes
2017
2016

( $ 27,008 ) ( $ 25,182 )
(
179,880 )
-
6(24)
(
217,006 ) (
315,517 )

50
484
(
3,157 ) (
5,177 )
(
78,313 ) (
19,421 )
(
284 )
168
- (
4,097 )
(
505,598 ) (
368,742 )
(
19,998 ) (
1,779 )
6(14)
(
228,098 ) (
219,325 )
(
248,096 ) (
221,104 )
414,112
1,280,416
6(1)
3,261,712
1,981,296
6(1)
$ 3,675,824 $ 3,261,712

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

- 22 -

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, 2017 and 2016, 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, 2017 and 2016, 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 Standards, 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 2017. 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.

The key audit matters for the Group’s consolidated financial statements of the current period are stated as follows:

Cutoff of export revenue

Description

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

The Group’s sales revenue mainly arise from manufacture and sale of Active Pharmaceutical Ingredient (“API”), which primarily consists of export sales. The Group recognises export sales revenue based on the terms and conditions of transactions which vary with different customers. As revenue recognition involves manual processes, and is material to the financial statements, we consider the cutoff of export revenue a key audit matter.

- 23 -

How our audits addressed the matter

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

  1. Understood and assessed the effectiveness of internal controls over cutoff of sales revenue, and tested the effectiveness of internal controls over shipping and billing.

  2. Checked the completeness of the export sales details for a certain period around balance sheet date, and performed cutoff tests on a random basis, which include checking the terms and conditions of transactions, verifying against supporting documents, and checking whether inventory movements and costs of sales were recognised in the appropriate 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 in inventory valuation, and Note 6(3) for details of inventories. As of December 31, 2017, the balances of inventory and allowance for inventory valuation losses were $2,229,437 thousand and $554,349 thousand, respectively.

The Group is primarily engaged in the manufacture and sales of API. As the manufacturing process is relatively complicated and time consumming, materials require longer lead time, the waiting period for product registration is long, and the timing of the product launch may be deferred, there is higher risk of incurring loss on inventory valuation. For inventories sold under normal terms, the Group measures inventories at the lower of cost and net realisable value. For inventories aging 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 the ending balance of inventory is material to the financial statements, we consider the valuation of inventory a key audit matter.

How our audits addressed the matter

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

  1. Evaluated 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. Verified whether the date used in the inventory aging reports that the Group applied to value inventories were accurate. Recalculated and evaluated the reasonableness of allowance for inventory valuation losses in order to confirm that the reported information was in line with the Group’s policies.

  3. Selected samples from inventory items by each sequence number to verify its realisable value and to evaluate the reasonableness of allowance for inventory valuation loss.

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, 2017 and 2016.

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 Standards, 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.

- 24 -

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

Those charged with governance, including 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 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 Liu, Tzu-Meng

PricewaterhouseCoopers, Taiwan Republic of China March 16, 2018

----------------------------------------------------------------------------------------------------------------------------- -------------------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 December 31, 2017
Notes
AMOUNT
%
6(1)
$ 3,910,791
31
6(2)
567,318
4
197,620
2
5(2) and 6(3)
1,675,088
13
116,310
1
6,467,127
51
3(2) and 6(4)
391,097
3
6(5)(7)(26)
5,088,713
40
23,334
-
5(2) and 6(24)
503,570
4
6(5)(26)
110,529
1
9,179
-
8
28,831
-
6(6)
79,009
1
6,234,262
49
$ 12,701,389
100
(Continued)
December 31, 2016 December 31, 2016
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
%
Current assets
1100
Cash and cash equivalents
1170
Accounts receivable, net
1200
Other receivables
130X
Inventory
1410
Prepayments
11XX
Total current assets
Non-current assets
1543
Financial assets carried 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 rents
15XX
Total non-current assets
1XXX
Total assets
29
5
2
14
2
52
3
41
-
3
-
-
-
1
48
100
- 27 -

SCINOPHARM TAIWAN, LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity December 31, 2017
December 31, 2016
Notes
AMOUNT
%
AMOUNT
%
6(8)
$ 374,713
3
$ 982,705
8
6(9)
-
-
2,822
-
1,161
-
1,001
-
90,784
1
69,730
1
6(10)(26)
350,117
3
430,020
3
6(24)
50,251
-
110,911
1
28,896
-
62,384
-
6(11) and 9
219,536
2
32,120
-
1,115,458
9
1,691,693
13
6(11) and 9
1,097,682
9
770,873
6
6(24)
-
-
877
-
6(12)
69,312
-
70,053
1
1,712
-
21,711
-
1,168,706
9
863,514
7
2,284,164
18
2,555,207
20
6(13)(16)
7,907,392
62
7,603,262
59
6(14)(15)
1,286,872
10
1,275,660
10
6(13)(16)(24)
526,065
4
460,196
4
22,829
-
22,829
-
693,832
6
869,300
7
6(17)
(
19,765 )
- (
3,454)
-
10,417,225
82
10,227,793
80
9
11
$ 12,701,389
100
$ 12,783,000
100
December 31, 2016 December 31, 2016
%
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
2645
Guarantee deposits received
25XX
Total non-current liabilities
2XXX
Total liabilities
Equity attributable to owners of
parent
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
Significant events after balance
sheet date
3X2X
Total liabilities and equity
8
-
-
1
3
1
-
-
13
6
-
1
-
7
20
59
10
4
-
7
-
80
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 as otherwise indicated)

Items Year ended December 31
2017
2016
Notes
AMOUNT
%
AMOUNT
%
6(18)
$ 3,516,481
100
$ 4,030,921
100
6(3)(12)(22)(23)
and 9
(
1,966,324)(
56)(
2,224,960) (
55)
1,550,157
44
1,805,961
45
6(6)(12)(22)(23), 7
and 9
(
145,756 ) (
4) (
169,971) (
4)
(
531,163 ) (
15) (
488,139) (
12)
(
314,276)(
9)(
279,575) (
7)
(
991,195)(
28)(
937,685) (
23)
558,962
16
868,276
22
6(2)(19)
39,522
1
40,705
1
6(7)(9)(20) and 12 (
46,551 ) (
1) (
62,265) (
1)
6(5)(21)(26)
(
76,631)(
2)(
36,116) (
1)
(
83,660)(
2)(
57,676) (
1)
475,302
14
810,600
21
6(24)
(
52,935)(
2)(
151,907) (
4)
$ 422,367
12
$ 658,693
17
6(12)
$ 316
-
($ 7,393)
-
6(24)
(
54 )
-
1,258
-
6(17)
(
16,311)
-
(
72,549) (
2)
($ 16,049)
-
($ 78,684) (
2)
$ 406,318
12
$ 580,009
15
$ 422,367
12
$ 658,693
17
$ 406,318
12
$ 580,009
15
6(25)
$ 0.53
$ 0.83
$ 0.53
$ 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
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)
8311
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
Financial statements translation
differences of foreign operations
8300
Total 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, 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
For the year ended December 31, 2017
Balance at January 1, 2017
Distribution of 2016 net income:
Legal reserve
Cash dividends
Stock dividends
Employee stock option compensation cost
Net income for the year ended December 31, 2017
Other comprehensive loss for the year ended
December 31, 2017
Balance at December 31, 2017
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
reserve
Retained earnings Other equity
Currency
translation
differences
Legal reserve Special
reserve
Unappropriated
earnings
6(16)
6(13)(16)
6(14)(15)
6(17)
6(16)
6(13)(16)
6(14)(15)
6(17)
$ 7,310,829
-
-
292,433
-
-
-
$7,603,262
$ 7,603,262
-
-
304,130
-
-
-
$7,907,392
$ 1,265,544
-
-
-
10,116
-
-
$1,275,660
$ 1,275,660
-
-
-
11,212
-
-
$1,286,872



$ 396,699
63,497
-
-
-
-
-
$ 460,196
$ 460,196
65,869
-
-
-
-
-
$ 526,065
$ 22,829
-
-
-
-
-
-
$ 22,829
$ 22,829
-
-
-
-
-
-
$ 22,829
$ 791,997
(
63,497 )
(
219,325 )
(
292,433 )
-
658,693
(
6,135 )
$ 869,300
$ 869,300
(
65,869 )
(
228,098 )
(
304,130 )
-
422,367
262
$ 693,832
$ 69,095
-
-
-
-
-
(
72,549)
($ 3,454 )
($ 3,454 )
-
-
-
-
-
(
16,311 )
($ 19,765 )
$ 9,856,993
-
(
219,325 )
-
10,116
658,693
(
78,684 )
$10,227,793
$ 10,227,793
-
(
228,098 )
-
11,212
422,367
(
16,049)
$10,417,225

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)
(Gain) loss on valuation of financial assets and
liabilities
(Reversal of allowance) provision for doubtful accounts
Loss on inventory market price decline

Provision for obsolescence of supplies
Depreciation

Loss on disposal of property, plant and equipment

(Gain on reversal) impairment loss

Amortization

Amortization of long-term prepaid rent

Employee stock option compensation cost

Interest income

Interest expense

Changes in operating assets and liabilities
Changes in operating assets
Accounts receivable
Other receivables
Inventory
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
For the years ended December 31,
Notes
2017
2016
$ 475,302 $ 810,600
(
2,822 )
2,677
6(2)(19)
(
516 )
596
6(3)
53,212
110,571
11,088
11,167
6(5)(22)
423,322
435,391
6(20)
300
626
6(5)(7)(20)
(
3,741 )
889
6(22)
9,217
9,450
6(6)
1,835
1,977
6(14)(15)
11,212
10,116
6(19)
(
25,083 ) (
27,844 )
6(21)
76,631
36,116
71,604
228,232
422
10,058
101,410
234,501
83,456 (
54,776 )
160
6
21,054 (
21,330 )
(
34,800 )
34,117
(
33,488 )
18,848
(
425 ) (
194 )
1,239,350
1,851,794
24,938
27,844
(
87,051 ) (
21,337 )
(
205,523 ) (
193,277 )
971,714
1,665,024
(Continued)
 - 31 -

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

(Expressed in thousands of New Taiwan dollars)

For the years ended December 31, Notes 2017 2016

CASH FLOWS FROM INVESTING ACTIVITIES
Decrease in other financial assets - current $ - $ 284,216
Increase in financial assets measured at cost - non-current ( 27,008 ) ( 25,182 )
Cash paid for acquisition of property, plant and equipment 6(26) ( 289,479 ) ( 395,633 )
Interest paid for acquisition of property, plant and 6(5)(21)(26)
equipment ( 10,964 ) ( 22,847 )
Proceeds from disposal of property, plant and equipment 50 555
Acquisition of intangible assets ( 8,625 ) ( 11,416 )
Increase in prepayment for equipment ( 101,859 ) ( 28,623 )
Decrease in guarantee deposits paid 560 709
Increase in other financial assets - non-current - ( 4,097 )
Net cash flows used in investing activities ( 437,325 ) ( 202,318 )
CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in short-term borrowings ( 583,878 ) ( 719,601 )
Increase in long-term borrowings 572,084 802,993
Decrease in long-term borrowings ( 54,023 ) -
Decrease in guarantee deposits received ( 19,999 ) ( 1,686 )
Payment of cash dividents 6(16) ( 228,098 ) ( 219,325 )
Net cash flows used in financing activities ( 313,914 ) ( 137,619 )
Effect of foreign exchange rate changes ( 16,835 ) 46,367
Net increase in cash and cash equivalents 203,640 1,371,454
Cash and cash equivalents at beginning of year 6(1) 3,707,151 2,335,697
Cash and cash equivalents at end of year 6(1) $ 3,910,791 $ 3,707,151

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

- 32 -

Appendix 5

ScinoPharm Taiwan, Ltd. Proposed Revision of the Rules of Procedures for Board of Directors Meetings

Current Provision Revision Proposed Remark
Article 3(Meeting of the Board of
Directors)
The Board of directors of the
Company shall convene at least once
every quarter.
The meeting notice shall be delivered
to the directors andsupervisorseach
seven days prior to the scheduled
meeting date indicating the reasons
for convening the meeting, except in
the event of emergency in which case
the Board meeting may be convened
at any time.
The meeting notice provided in the
preceding paragraph may, with the
addressee’s prior consent, be
delivered electronically.
The matters provided in paragraph
one, Article 7 of these Rules must be
noted in the reasons for convening
the meeting in the meeting notice
and must not be proposed by way of
a motion extempore, except in case
of emergency or with a good cause
given.
Article 3(Meeting of the Board of
Directors)
The Board of directors of the
Company shall convene at least once
every quarter.
The meeting notice shall be delivered
to the directors and each seven days
prior to the scheduled meeting date
indicating the reasons for convening
the meeting, except in the event of
emergency in which case the Board
meeting may be convened at any
time.
The meeting notice provided in the
preceding paragraph may, with the
addressee’s prior consent, be
delivered electronically.
The matters provided in paragraph
one, Article 7 of these Rules must be
noted in the reasons for convening
the meeting in the meeting notice
and must not be proposed by way of
a motion extempore, except in case of
emergency or with a good cause
given.
As the company has
set up the Audit
Committee,
substituting for the
system of
supervisors, related
articles are deleted
accordingly.
Article 5(Units in charge of
meeting affairs and Meeting
Material)
The board of directors has designated
Financial Accounting to take charge
of meeting affairs.
Unit in charge of meeting affairs
should formulate contents for the
agenda of meetings of the board of
directors and provide sufficient
meeting materials, to be delivered
along with meeting notice. Directors
can ask them to provide extra
materials, should they think the
aforementioned materials are
insufficient. Directors can seek
resolution bythe board of directors
Article 5(Units in charge of meeting
affairs and Meeting Material)
The board of directors has designated
the two divisions of Administrative
Management and Financial
Accounting to take charge of meeting
affairs jointly.
Units in charge of meeting affairs
should formulate contents for the
agenda of meetings of the board of
directors and provide sufficient
meeting materials, to be delivered
along with meeting notice. Directors
can ask them to provide extra
materials, should they think the
aforementioned materials are
insufficient. Directors can seek
Modify the text
according to
adjustment in the
power, duties, and
mission in the
company.
- 33 -
Current Provision Revision Proposed Remark
for deferring the meeting date, for
insufficiency of meeting materials.
resolution by the board of directors
for deferring the meeting date, for
insufficiencyof meetingmaterials.
Article 7(Matters required to be
submitted to the meeting of the
Board of Directors)
The following matters must be
proposed to the meeting of the
Board of Directors for discussion:
1. Business plan of the Company.
2. Annual financial report and
semi-annual financial report except
where the semi-annual financial
report is not legally required to be
certified by the accountants.
3. Establishment or revisionof the
internal control bylaw under Article
14-1 of the Securities And Exchange
Act.
4. Establishment or revision of the
bylaw under Article 36-1 of the
Securities And Exchange Act
regulating the procedure for the
acquisition or disposition of assets,
transactions of derivative products,
providing loans to other persons,
providing endorsement or
guarantee to other persons or other
material financial/business
transactions.
5. Offering, issuance or private
place of equity securities.
6. Appointment or discharge of
financial, accounting or internal
audit officers.
7. Provision of a gift to a related
party or a substantial gift to a
non-related party except where the
gift proposed is to serve in public
interests as an emergent relief of an
event of major act of nature, in
which case, ratification by the
subsequent meeting of the Board of
Directors will be sufficient.
8. Matter(s) which must be
submitted to the Shareholders’
Meetingor the meetingof the
Article 7(Matters required to be
submitted to the meeting of the
Board of Directors)
The following matters must be
proposed to the meeting of the
Board of Directors for discussion:
1. Business plan of the Company.
2. Annual financial report and
semi-annual financial report except
where the semi-annual financial
report is not legally required to be
certified by the accountants.
3. Establishment or correctionof the
internal control bylaw under Article
14-1 of the Securities And Exchange
Act, and review of the effectiveness
of the company’s internal-control
system.
4. Establishment or revision of the
bylaw under Article 36-1 of the
Securities And Exchange Act
regulating the procedure for the
acquisition or disposition of assets,
transactions of derivative products,
providing loans to other persons,
providing endorsement or guarantee
to other persons or other material
financial/business transactions.
5. Offering, issuance or private
place of equity securities.
6. Appointment or discharge of
financial, accounting or internal
audit officers.
7. Provision of a gift to a related
party or a substantial gift to a
non-related party except where the
gift proposed is to serve in public
interests as an emergent relief of an
event of major act of nature, in
which case, ratification by the
subsequent meeting of the Board of
Directors will be sufficient.
8. Matter(s) which must be
submitted to the Shareholders’
In line with the
revision of the "
Regulations
Governing
Procedure for Board
of Directors
Meetings of Public
Companies " revise
the contents of the
article as follows:
1. In line with the
stipulation of article
14-5 of the
"Securities and
Exchange Act," add
to item 1 of article 3
the stipulation that
"review of the
effectiveness of the
internal control
system" as a
responsibility of the
Audit committee is
an important item
and as such should
be submitted to the
board of directors
for discussion.
2. In order to specify
the duties/power of
independent
directors and
strengthen their
function at the
board of directors,
revise item 4
mandating in-person
attendance of at
least one
independent
director at meeting
of the board of
directors. For issues
needingresolution
- 34 -

Current Provision

Revision Proposed

Board of Directors for resolution as Meeting or the meeting of the required by Article 14-3 of the Board of Directors for resolution as Securities And Exchange Act or any required by Article 14-3 of the other laws or regulations or the Securities And Exchange Act or any Articles of Incorporation and such other laws or regulations or the important matter(s) as required by Articles of Incorporation and such the competent authority. important matter(s) as required by The related party provided in the competent authority. subparagraph 7 of the preceding The related party, provided in paragraph means the related party subparagraph 7 of the preceding defined under the Regulations paragraph means the related party Governing the Preparation of defined under the Regulations Financial Reports by Securities Governing the Preparation of Issuers. A substantial gift Financial Reports by Securities proposed to be provided to a Issuers. non-related party means the gift A substantial gift proposed to be proposed has a value of TWD100 provided to a non-related party million or more or the total value of means the gift proposed has a value all gifts provided to the same of TWD100 million or more or the non-related party within a period of total value of all gifts provided to 12 months has attained or will the same non-related party within a attain TWD100 million or 1% of the period of 12 months has attained or net business revenue as indicated in will attain TWD100 million or 1% of the certified financial report on the the net business revenue as most recent fiscal year or 5% of the indicated in the certified financial total paid-in capital. report on the most recent fiscal year The period of 12 months provided in or 5% of the total paid-in capital. the preceding paragraph means the The period of 12 months, provided in 12-month period prior to the the preceding paragraph means the meeting date of the meeting of the 12-month period prior to the meeting Board of Directors and those gifts date of the meeting of the Board of provided within the said period with Directors and those gifts provided the approval of the relevant meeting within the said period with the of the Board of Directors shall be approval of the relevant meeting of excluded for purpose of the the Board of Directors shall be calculation. excluded for purpose of the Where the matter provided in Article calculation. 14-3 of the Securities And Exchange There should be at least one Act is proposed to the meeting of the independent directors attending in Board of Directors for resolution, the person in the meetings of the board independent director shall personally of directors ; For issues needing attend or designate another resolution by the board of directors, independent director to act as as specified in item 1, all independent his/her proxy at the meeting. directors should be present at the Objection or qualified opinion meeting discussing the issues and expressed by the independent those who cannot do so should director present at the meeting must authorize other independent

Remark

by the board of directors, as specified in item 1, all independent directors should be present at the meeting discussing the issues and those who cannot do so should authorize other independent directors to attend the meeting on their behalf. 3. Modify some text and punctuation marks of item 2 and 3.

- 35 -
Current Provision Revision Proposed Remark
be indicated in the meeting minutes.
The independent director who is
unable to attend the meeting in
person to express his/her objection
or qualified opinion shall issue
his/her opinion in writing in advance
except where there is good reason
preventing him/her from doing so
and his/her objection or qualified
opinion issued shall be indicated in
the meeting minutes.
directors to attend the meeting on
their behalf.
Objection or qualified opinion
expressed by the independent
director present at the meeting
must be indicated in the meeting
minutes.
The independent director who is
unable to attend the meeting in
person to express his/her objection
or qualified opinion shall issue
his/her opinion in writing in advance
except where there is good reason
preventing him/her from doing so
and his/her objection or qualified
opinion issued shall be indicated in
the meetingminutes.
Article 15(Signed Meeting
minutes)
A minutes of the meeting of the
Board of Directors shall be
produced and truthfully and
accurately indicate the following:
1. Term of office (or fiscal year) of
the directors, time and place of the
meeting.
2. Name of the chairperson.
3. Attendance of the meeting,
including the total number and the
names of the directors present at
the meeting, and those absent with
a request for leave, and those
absence without notice
respectively.
4. Names and title of positions of
those present at the meeting
without the right to vote.
5. Name of the personnel taking
the meeting minutes.
6. Reports to the meeting.
7. Particulars of each issue
proposed for discussion, including
the method and result of resolution,
gist of the statement presented by
the director,supervisor,expert and
other personnel, name of the
director who has conflict of
Article 15(Signed Meeting
minutes)
A minutes of the meeting of the
Board of Directors shall be produced
and truthfully and accurately
indicate the following:
1. Term of office (or fiscal year) of
the directors, time and place of the
meeting.
2. Name of the chairperson.
3. Attendance of the meeting,
including the total number and the
names of the directors present at
the meeting, and those absent with
a request for leave, and those
absence without notice respectively.
4. Names and title of positions of
those present at the meeting
without the right to vote.
5. Name of the personnel taking
the meeting minutes.
6. Reports to the meeting.
7. Particulars of each issue
proposed for discussion, including
the method and result of resolution,
gist of the statement presented by
the director, expert and other
personnel, name of the director who
has conflict of interests as provided
inparagraph one of thepreceding
As the company has
set up the Audit
committee,
substituting for the
system of
supervisors, related
articles are deleted
accordingly.
- 36 -

Remark

Current Provision

Revision Proposed

interests as provided in paragraph one of the preceding paragraph and his/her substantive explanation of the conflict at hand, reasons why he/she should or may be allowed not to recuse himself/herself from the relevant discussion and resolution, the performance of the recusal, and the objection or qualified opinion expressed on the record or with a written statement presented and the written opinion issued by the independent directors pursuant to paragraph four of Article 7 of these Rules.

  1. Particulars of each extempore motion, including the name of the person who raises the motion, method and result of resolution, gist of the statement presented by the director, supervisor, expert and other personnel, name of the director who has conflict of interests as provided in paragraph one of the preceding paragraph and his/her substantive explanation of the conflict at hand, reasons why he/she should or may be allowed not to recuse himself/herself from the relevant discussion and resolution, the performance of the recusal, and objection or qualified opinion expressed on the record or with a written statement presented. 9. Other matters which must be recorded. In either of the following events, the resolutions adopted by the meeting of the Board of Directors must be recorded in the meeting minutes and announced and reported online within two (2) days from the meeting date on the Marketing Observation Post System website designated by the Financial Supervisory Committee: (1) There is objection or qualified opinion expressed by the

paragraph and his/her substantive explanation of the conflict at hand, reasons why he/she should or may be allowed not to recuse himself/herself from the relevant discussion and resolution, the performance of the recusal, and the objection or qualified opinion expressed on the record or with a written statement presented and the written opinion issued by the independent directors pursuant to paragraph four of Article 7 of these Rules.

  1. Particulars of each extempore motion, including the name of the person who raises the motion, method and result of resolution, gist of the statement presented by the director, expert and other personnel, name of the director who has conflict of interests as provided in paragraph one of the preceding paragraph and his/her substantive explanation of the conflict at hand, reasons why he/she should or may be allowed not to recuse himself/herself from the relevant discussion and resolution, the performance of the recusal, and objection or qualified opinion expressed on the record or with a written statement presented. 9. Other matters which must be recorded. In either of the following events, the resolutions adopted by the meeting of the Board of Directors must be recorded in the meeting minutes and announced and reported online within two (2) days from the meeting date on the Marketing Observation Post System website designated by the Financial Supervisory Committee: (1) There is objection or qualified opinion expressed by the independent directors on the record
- 37 -
Current Provision Revision Proposed Remark
independent directors on the record
or with the relevant written
statement presented.
(2) The resolution is not approved
by the Audit Committee but is
adopted by two thirds (2/3) or more
of the directors.
The attendance book of the
meeting of the Board of Directors is
an integral part of the meeting
minutes and shall be properly kept
throughout the life of the Company.
The meeting minutes must be
signed or sealed by the chairperson
and the secretary taking the
meeting minutes with a copy
distributed to the directorsand
supervisorseach within twenty (20)
days after the meeting, classified as
an important file of the Company
and properly kept throughout the
life of the Company.
The meeting minutes provided in
paragraph one may be produced
and distributed electronically.
or with the relevant written
statement presented.
(2) The resolution is not approved by
the Audit Committee but is adopted
by two thirds (2/3) or more of the
directors.
The attendance book of the meeting
of the Board of Directors is an
integral part of the meeting minutes
and shall be properly kept
throughout the life of the Company.
The meeting minutes must be
signed or sealed by the chairperson
and the secretary taking the
meeting minutes with a copy
distributed to the directors each
within twenty (20) days after the
meeting, classified as an important
file of the Company and properly
kept throughout the life of the
Company.
The meeting minutes provided in
paragraph one may be produced
and distributed electronically.
Article 17: (Powers And Duties of
Auditing Board)
Provisions of these Rules applicable
to Supervisors shall apply to the
Audit Committee (if any) with
necessary and appropriate
alterations.
Article 17: Deleted As the company has
set up the Audit
committee,
substituting for the
system of
supervisors, related
articles are deleted
accordingly
Article 20(Implementation &
Revision)
These Rules were established on 25
September 2009 and subsequently
revised as follows: 1st~~r~~evision of 26
March 2012, 2ndrevision of 14
December 2012.
Article 20(Implementation &
Revision)
These Rules were established on 25
September 2009 and subsequently
revised as follows: 1strevision of 26
March 2012, 2ndrevision of 14
December 2012.3rdrevision of
December 19, 2017
The revision is
proposed to update
the record of
revision of these
Rules.
- 38 -

Appendix 6

Information of Director Nominees

ScinoPharm Taiwan, Ltd.

Annual General Shareholders’ Meeting- June 27, 2018 Directors Nomination List nominated by shareholders According to Article 192 of the Company Act,

The nominated candidates are listed as following:

Share
holder
No /
ID No.
Name of Nominee Academic
Attainments
Past Career Current Position Amount of
Shares Held
(Unit: Share)
[Note]
4 Uni-President
Enterprises Corp.
Representative:
Chih-Hsien Lo
MBA, UCLA, USA President of
Uni-President
Enterprises Corp.
Chairman of
Uni-President Enterprises Corp.
President Chain Store Corp.
Uni-President Natural Industrial Corp.
Ton Yi Industrial CorpTTET Union
Corp.Prince Housing & development
Corp.Kai Yu Investment Co., Ltd
President International Development
Corp.Tong Yu Investment Corp.
President Property CorporationPresco
Netmarketing Inc.Uni-President Dream
Parks Corp.Kai Nan Investment Co.,
Ltd.President Century Corp.
Uni-President China Holdings Ltd.
President Enterprises (China)
Investment Co., Ltd.Tong Ren Corp.
ScinoPharm Taiwan, Ltd.
Vice Chairman of
President Nisshin Corp.
Director of
President Starbucks Coffee Corp.Kuang
Chuan Foods Co., Ltd.Tait Marketing &
Distribution Co., Ltd.Weilih Food
Corp.Kao Chyuan Inv. Co., Ltd.
President of
Presco Netmarketing Inc.
Chairman and Group Chief Strategy
Officer of Uni-President Enterprises
Corp.




299,968,639
4 Uni-President
Enterprises Corp.
Representative:
Tsung-Ming Su
MBA, Iowa State
Univ., USA
1.Chief Financial
Officer and Senior
Vice President of
Uni-President
Enterprises Corp.
2.President of
President
International
Development
Corp.
3.President of
President Life
Sciences Co., Ltd.
Chairman of
Uni-President Development Corp.
President Life Sciences Co., Ltd.
Director of
President Chain Store Corp.Kai Yu
Investment Co., LtdGrand Bills Finance
Corp.President Fair Development
Corp.President International
Development Corp.Tong Yu Investment
Corp.CDIB & Partners Investment
Holding Corp.Kai Nan Investment Co.,
Ltd.Xiang Lu Industrial Ltd.
Uni-President China Holdings Ltd.
Uni-President Hong Kong Holdings
LimitedScinoPharm Taiwan,Ltd.


299,968,639
- 39 -
Share
holder
No /
ID No.
Name of Nominee Academic
Attainments
Past Career Current Position Amount of
Shares Held
(Unit: Share)
[Note]
Independent Director
Senao International Co., Ltd.
Supervisor of :
Presicarre Corp.Presco Netmarketing
Inc.President Enterprises (China)
Investment Co., Ltd.
President of
President International Development
Corp.President Life Sciences Co., Ltd.
President Property Corporation
Vice President of Uni-President
Enterprises Corp.
4 Uni-President
Enterprises Corp.
Representative:
Kun-Shun Tsai
Master of
Science,
University of
Minnesota, USA
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,
MOEA, R.O.C.
5. Commissioner of
the Review
Committee ,
Academic
Technology
Development
Program, MOEA,
R.O.C.
6.Director, Taiwan
Association for
Food Science and
Technology

Chairman of
Uni-President Oven Bakery Corp.
Director of
Tung-Ren Pharmaceutical Corporation
ScinoPharm Taiwan, Ltd.
Manager of Uni-President Enterprises
Corp.
299,968,639
4 Uni-President
Enterprises Corp.
Representative:
Tsung-Pin Wu
Accounting,
Chung Yuan
Christian
University
Financial Planning
Division Manager
(Accounting
Supervisor),
Uni-President
Enterprises Corp.
Chairman of
Uni-President Assets Management Co.,
Ltd.
Director of
President Chain Store Corp.Prince
Housing & development Corp.Prince
Real Estate Co., Ltd.Time Square
International Co., Ltd.Tung-Ren
Pharmaceutical CorporationKuang
Chuan Dairy Co., Ltd.Kuang Chuan
Foods Co., Ltd.Tong Yu Investment
Corp.Uni-President HongKong
299,968,639
- 40 -
Share
holder
No /
ID No.
Name of Nominee Academic
Attainments
Past Career Current Position Amount of
Shares Held
(Unit: Share)
[Note]
Holdings LimitedScinoPharm Taiwan,
Ltd.
Supervisor of
Kai Yu Investment Co., LtdPresident
International Development Corp.
President Property CorporationKai Nan
Investment Co., Ltd.
Accounting Group Director of
Uni-President Enterprises Corp.
4 Uni-President
Enterprises Corp.
Representative:
Jia-Horng Guo
1.Master of
Finance,
University of
Illinois
2.Master of
Business
Administration,
University of
Minnesota
3.B.S., National
Taiwan
University.

1.Managing
Director & head
of UBS
Investment
Banking, Taiwan
2.Executive Director
of Citigroup
Investment Bank,
Taiwan
3.Director of ING
Barings
Investment Bank
4.Director of Citi
Investment Bank
(HK)
5.Director of Taishin
Securities Co., Ltd


Vice Chairman of
Taishin Securities Co., Ltd
Director of
ScinoPharm Taiwan, Ltd.
Independent Director of
Global Brands Manufacture Ltd.Partner
Tech Corporation

299,968,639
4 Uni-President
Enterprises Corp.
Representative:
Yung-Fa Chen
1.Ph.D,
Department of
Chemistry,
Wayne State
University, USA
2.M.S.,
Department of
Chemistry,
National
Taiwan
University
3.B.S.,
Department of
Chemistry,
Tunghai
University
1.ScinoPharm
Taiwan, Ltd - 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
Director of
SPT International, Ltd.ScinoPharm
Singapore Pte Ltd.SciAnda (Kunshan)
Biochemical Technology, Ltd.SciAnda
(Changshu) Pharmaceuticals, Ltd.
SciAnda Shanghai Biochemical
Technology, Ltd.ScinoPharm Taiwan,
Ltd.
President of
ScinoPharm Taiwan, Ltd.SciAnda
(Kunshan) Biochemical Technology,
Ltd.SciAnda (Changshu)
Pharmaceuticals, Ltd.
299,968,639
5 Tainan Spinning Co.,
Ltd. Representative:
Po-Ming Hou
Chinese Culture
University
Vice Chairman and
President of Tainan
Spinning Co., Ltd
Chairman of
Tainan Spinning Co., LtdNan Fan
Housing Development Co., Ltd.Tainan
Spinning Retail & Distribution Co., Ltd.
Tainan Textile Co., Ltd.Yu Peng Inv. Co.,
Ltd.
Managing Director of
Nantex Industry Co., Ltd.
Director of
Nan Fan Development Corp.T.G.I. Co.,
Ltd. Prince Housing&Development

23,605,921
- 41 -
Share
holder
No /
ID No.
Name of Nominee Academic
Attainments
Past Career Current Position Amount of
Shares Held
(Unit: Share)
[Note]
Corp.Uni-President Enterprises Corp.
President International Development
Corp.ScinoPharm Taiwan, Ltd.
Chairman and Operating Strategy
Officer of Tainan Spinning Co., Ltd.
860 Kao Chyuan Inv. Co.,
Ltd. Representative:
Shiow-Ling Kao
Marymount
College,
University of
Southern
California, USA.
Chairman and
President of Kao
Chyuan Inv. Co.,
Ltd.
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
Corporation.
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.Uni-President Development
Corp.Time Square International Co.,
Ltd.President Starbucks Coffee Corp.
President (Shanghai) Health Product
Trading Company Ltd.ScinoPharm
Taiwan Ltd.
President of
Kao Chyuan Inv. Co., Ltd.



14,832,733
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
Director of
Kanh Na Hsiung Enterprise Co., Ltd.
SYNergy ScienTech Corp.President Life
Sciences Co., Ltd.Allianz Pharmascience
LimitedGrand Bills Finance Corp.iMQ
Technology Inc.ScinoPharm Taiwan,
Ltd.
Vice President of President International
Development Corp.



28,673,421
1 National
Development Fund,
Executive Yuan
Representative:
Ming-Chuan Hsieh
Master of Health
Services
Administration,
China Medical
University
Executive
Supervisor, Taiwan
Health & Wellness
Counseling
Association
Assistant Professor of Chia Nan
University of Pharmacy & Science
Director of
Harbinger VI Venture Capital Corp.
Harbinger VII Venture Capital Corp.
Independent Director of
Uni Pharma Co., Ltd
Supervisor of :
Han Tech Venture Capital CorpUnited
Biomedical Pharma Inc.
109,539,014
- 42 -
Share
holder
No /
ID No.
Name of Nominee Academic
Attainments
Past Career Current Position Amount of
Shares Held
(Unit: Share)
[Note]
1 National
Development Fund,
Executive Yuan
Representative:
Ya-Po Yang
Ph.D. in
Economics,
Department of
Economics
National Taiwan
University
Professor and
Chairperson of
Institute of
Department of
International
Business, College of
Business, Southern
Taiwan University
of Science and
Technology
Professor of Institute of Business and
Management, College of Management,
National University of Kaohsiung
109,539,014
2 Taiwan Sugar
Corporation
Representative:
Kuo-His Wang
Ph.D. in
Agricultural
Chemistry,
Department of
Agricultural
Chemistry
National Taiwan
University
Taiwan Sugar
Corporation Chief
Deputy Chief
Executive Officer
Deputy Chief
Executive Officer
and Acting
temporary Chief
Executive Officer
Institute Chair and
Acting temporary
Chief Executive
OfficerInstitute
Chair
Director of
Taigen Biopharmaceuticals Holdings
LimitedScinoPharm Taiwan, Ltd.
Vice President of
Taiwan Sugar Corporation
32,581,963

Note: Shareholdings as of share transfer registration closing beginning on April 29, 2018.

- 43 -

Information of Director Nominees

ScinoPharm Taiwan, Ltd.

Annual General Shareholders’ Meeting- June 27[, ] 2018

Independent Directors Nomination List nominated by shareholders

According to Article 192 of the Company Act, The nominated candidates are listed as following:

Share
holder No /
ID No.
Name of
Nominee
Academic
Attainments
Past Career Current Position Amount of
Shares Held
(Unit: Share)
[Note]
Serve as
Independent
Director for
three
consecutive
terms
B121
53
Wei-Te Ho Ph.D,
Department of
Accountancy,
National Cheng
Kung University
1.Deputy Section Chief,
Audit Department, Diwan,
Ernst & Young (now Ernst
& Young)
2.Full-Time Lecturer,
Department of Accounting
Information, Southern
Taiwan University of
Science and Technology

1.Assistant Professor,
Department of Accounting
Information, Southern Taiwan
University of Science and
Technology
2.Independent Director,
ScinoPharm Taiwan, Ltd.
0 No
S102
74
Wen-Chang
Chang

Ph.D.
Physiological
Chemistry,
University of
Tokyo, Faculty
of
Pharmaceutical
Sciences, Tokyo,
Japan

1.Vice Chairman, Institute
for Biotechnology and
Medicine Industry
2.Deputy Minister, National
Science CouncilGeneral
Director, Department of
Life Sciences, National
Science Council, Taiwan
3.Visiting Professor,
Biosignal Research Center,
Kobe University
4.Visiting Scholar, William
Harvey Research Institute
(Director Sir John R. Vane),
London, U. K.
5.National Cheng Kung
University, Tainan,
Taiwan : Professor,
Department of
Pharmacology, College of
MedicineChairman,
Department of
Pharmacology, National
Cheng Kung University
Chairman, Institute of
Basic Medical Sciences,
National Cheng Kung
UniversityAssociate
Dean, College of
MedicalUniversity Chair
ProfessorDirector,
Center for Biosciences and
BiotechnologyDean,
College of Bioscience and
Biotechnology


1.Chair Professor and Chairman,
Board of Trustees, of Graduate
Institute of Medical Sciences,
College of Medicine, Taipei
Medical University
2.Chair Professor, Graduate
Institute of Medical Sciences,
College of Medicine, Taipei
Medical University
3.Emeritus Distinguished Chair
Professor of National Cheng
Kung University
4.Academician of Academia
Sinica
5.Independent Director of
Universal Cement Corporation
0 No
- 44 -
Distinguished Chair
ProfessorEmeritus
Distinguished Chair
Professor
6.Visiting Scientist, College
of Pharmacy, University of
Kentucky, Lexington,
Kentucky, USA
7.Visiting Scientist, Tokyo
Metropolitan Institute of
Gerontology, Tokyo, Japan
8.Visiting Fellow,
Gerontology Research
Center, National Institute
on Aging, NIH, Baltimore,
Maryland,USA
E101
13
Li-Tzong
Chen
Ph.D, Kaohsiung
Medical
University
Graduate
Institute of
Clinical
Medicine

1.Organization Planner of
Committee Chairman in
Department of Ministry of
Science and Technology,
Division of Internal
Medicine(2)
2.Deputy Organization
Planner of Committee
Chairman in Department
of Ministry of Science and
Technology, Division of
Internal Medicine(2)
3.Research Vice President,
Kaohsiung Medical
University Chung-Ho
Memorial Hospital
4.Director, Cancer Center of
Kaohsiung Medical
University Chung-Ho
Memorial Hospital
5.Acting Temporary Board
Director of Taiwan
Oncology Society
6.Acting Temporary
Supervisor of The
Gastroenterological
Society of Taiwan
7.Deputy Chair of National
Institute of Cancer
Research, National Health
Research Institutes
8.Acting Temporary
Attending Physician of
National Taiwan
University Hospital
Department of Oncology
9.Acting Temporary
Attending Physician of
Taipei Veterans general
Hospital-Department of
Internal Medicine
1.Distinguished Investigator &
Director, National Institute of
Cancer Research, National
Health Research Institutes
2.Organization Planner of
Committee Chairman in
Department of Ministry of
Science and Technology,
Department of Life Sciences,
Division of Hematology and
Immunology
3.Adjunct Professor ,College of
Medical Science and
Technology, Taipei Medical
University
4.Adjunct Professor , Internal
Medicine, Kaohsiung Medical
University
5.Acting Temporary Director of
Taiwan Pancreas Society
6. Professor, jointly appointed,
Institute of Molecular
Medicine, NCKU
7.Professor, jointly appointed,
Institute of Clinical Pharmacy
and Pharmaceutical Sciences,
NCKU
8.Attending Physician,
Department of Internal
Medicine, National Cheng-Kung
University Hospital, Tainan

0
No

Note: Shareholdings as of share transfer registration closing beginning on April 29, 2018.

- 45 -

Appendix 7

ScinoPharm Taiwan, Ltd.

Annual General Shareholders’ Meeting- June 27, 2018 Titles and job details of director candidates (including independent directors) who will be exempting from non-compete competition prohibition

Name Currently act or activity and concurrently hold another
office within the scope of the Company’s business
Uni-President Enterprises Corp. ScinoPharm Taiwan Ltd. Director
Uni-President Enterprises Corp.
Representative: Chih-Hsien Lo
ScinoPharm Taiwan Ltd. Chairman and Chief Strategic
Officer
Uni-President Enterprises Corp.
Representative: Tsung-Ming Su
ScinoPharm Taiwan Ltd. Director
President Life Sciences Co., Ltd. Chairman and President
AndroSciences Corp. ChairmanTanvex Biologics. Inc.
DirectorPresident Life Sciences Cayman Co., Ltd. Director
Uni-President Enterprises Corp.
Representative: Kun-Shun Tsai
ScinoPharm Taiwan Ltd. Director
Uni-President Enterprises Corp.
Representative: Tsung-Pin Wu
ScinoPharm Taiwan Ltd. Director
Uni-President Enterprises Corp.
Representative: Jia-HorngGuo
ScinoPharm Taiwan Ltd. Director
Uni-President Enterprises Corp.
Representative: Yung-Fa Chen
ScinoPharm Taiwan Ltd. Director & President
SPT International, Ltd. DirectorScinoPharm Singapore Pte
Ltd. DirectorSciAnda (Kunshan) Biochemical Technology, Ltd.
Director & PresidentSciAnda (Changshu) Pharmaceuticals,
Ltd. Director &PresidentSciAnda Shanghai Biochemical
Technology, Ltd. Director
Tainan Spinning Co., Ltd. ScinoPharm Taiwan Ltd. director
Tainan Spinning Co., Ltd.
Representative: Po-MingHou
ScinoPharm Taiwan Ltd. Director
Kao Chyuan Investment Co., Ltd. ScinoPharm Taiwan Ltd. Director
Kao Chyuan Investment Co., Ltd.
Representative: Shiow-Ling Kao
ScinoPharm Taiwan Ltd. Director
President Pharmaceutical Corp. ChairmanPresident
(Shanghai) Health Product Trading Company Ltd. Director
President International
Development Corp
ScinoPharm Taiwan Ltd. Director
President Life Sciences Co., Ltd. ChairmanPresident
Director and SupervisorAndroSciences Corp. Chairman &
DirectorAllianz Pharmascience Ltd. DirectorHelios
Bioelectronics Inc. DirectorDabomb Protein Corp. Director
- 46 -
Name Currently act or activity and concurrently hold another
office within the scope of the Company’s business
President International
Development Corp Representative:
Chiou-Ru Shih
ScinoPharm Taiwan Ltd. Director
President Life Sciences Co., Ltd. DirectorAllianz
Pharmascience Ltd. DirectorHelios Bioelectronics Inc.
DirectorDabomb Protein Corp. Director
National Development Fund,
Executive Yuan
ScinoPharm Taiwan Ltd. Director
Genovate Biotechnology Co., Ltd. DirectorTaiwan Biotech
Co., Ltd. DirectorTaiwan Flower Biotechnology Co., Ltd.
DirectorUnited Biomedical Inc. Asia DirectorAdimmune
Corporation DirectorTaiGen Biopharmaceuticals Holdings
Limited DirectorPharmaEssentia Corporation Director
PharmaEngine Inc. DirectorTaiAn Technologies Corp.
DirectorMycenax Biotech Inc. DirectorTaiMed Biologics
Inc. DirectorEirGenix Inc. DirectorMetaTech Inc. Director
National Development Fund,
Executive Yuan
Representative: Ming-Chuan Hsieh
ScinoPharm Taiwan Ltd. Director
Director of:
Uni Pharma Co.,Ltd Independent DirectorHarbinger VI
Venture Capital Corp. DirectorHarbinger VII Venture
Capital Corp. Director
National Development Fund,
Executive Yuan
Representative: Ya-Po Yang
ScinoPharm Taiwan Ltd. Director
Taiwan Sugar Corporation ScinoPharm Taiwan Ltd. Director
Taiwan Sugar CorporationUnited Biomedical Inc. Asia
DirectorTaiGen Biopharmaceuticals Holdings Limited
Director
Taiwan Sugar Corporation
Representative: Kuo-His Wang
ScinoPharm Taiwan Ltd. Director
Taiwan Sugar Corporation Vice President
Wei-Te Ho ScinoPharm Taiwan Ltd. Independent Director
Wen-Chang Chang ScinoPharm Taiwan Ltd. Independent Director
Li-Tzong Chen ScinoPharm Taiwan Ltd. Independent Director
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