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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
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Place: ScinoPharm Taiwan, Ltd. Administration Building
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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:
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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…”.
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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”.
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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).
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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:
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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.
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b. Please see Appendix 1 and Appendices 3~4 for the Business Report, Auditors’ Reports, parent and consolidated financial statements.
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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:
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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:
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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.
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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:
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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.
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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:
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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.
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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. |
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| 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:
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Voting Result - The number of shares with voting rights represented by the shareholders present at the time of voting was 608,070,452 votes.
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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.
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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:
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a. The office term of the 8th Election of Board of Directors is from June 23[rd] 2015 to on June 22[nd] 2018.
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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.
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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.
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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.
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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.
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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:
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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.
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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.
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c. Titles and job details of directors (including independent directors) who will be exempting from non-compete competition prohibition as show in Appendix 7.
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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:
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Understood and assessed the effectiveness of internal controls over cutoff of sales revenue, and tested the effectiveness of internal controls over shipping and billing.
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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.
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How our audits addressed the matter
We performed the following key audit procedures in respect of the above key audit matter:
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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.
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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.
-
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:
-
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.
-
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.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
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.
-
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.
-
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:
-
Understood and assessed the effectiveness of internal controls over cutoff of sales revenue, and tested the effectiveness of internal controls over shipping and billing.
-
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:
-
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.
-
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.
-
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:
-
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.
-
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.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
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.
-
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.
-
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.
- 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.
- 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 Corp ,TTET UnionCorp. ,Prince Housing & developmentCorp. ,Kai Yu Investment Co., Ltd,President International Development Corp. ,Tong Yu Investment Corp.,President Property Corporation ,PrescoNetmarketing Inc. ,Uni-President DreamParks 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. ,KuangChuan Foods Co., Ltd. ,Tait Marketing &Distribution Co., Ltd. ,Weilih FoodCorp. ,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 YuInvestment Co., Ltd ,Grand Bills FinanceCorp. ,President Fair DevelopmentCorp. ,President InternationalDevelopment Corp. ,Tong Yu InvestmentCorp. ,CDIB & Partners InvestmentHolding Corp. ,Kai Nan Investment Co.,Ltd. ,Xiang Lu Industrial Ltd.,Uni-President China Holdings Ltd. ,Uni-President Hong Kong Holdings Limited ,ScinoPharm 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 NetmarketingInc. ,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. ,PrinceHousing & development Corp. ,PrinceReal Estate Co., Ltd. ,Time SquareInternational Co., Ltd. ,Tung-RenPharmaceutical Corporation ,KuangChuan Dairy Co., Ltd. ,Kuang ChuanFoods Co., Ltd. ,Tong Yu InvestmentCorp. ,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 Limited,ScinoPharm Taiwan,Ltd. Supervisor of :Kai Yu Investment Co., Ltd ,PresidentInternational Development Corp. ,President Property Corporation ,Kai NanInvestment 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. ,PartnerTech 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. ,ScinoPharmSingapore 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., Ltd ,Nan FanHousing Development Co., Ltd. ,TainanSpinning 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. ,PresidentBeing Corp. ,Uni-President DepartmentStore Corp. ,President PharmaceuticalCorp. ,President Fair DevelopmentCorp. ,President Drugstore BusinessCorporation. Director of :Uni-President Enterprises Corp. ,President Chain Store Corp. ,Ton YiIndustrial Corp. ,President InternationalDevelopment Corp. ,Prince Housing &development Corp. ,President SecuritiesCorp. ,Uni-President DevelopmentCorp. ,Time Square International Co.,Ltd. ,President Starbucks Coffee Corp.,President (Shanghai) Health Product Trading Company Ltd. ,ScinoPharmTaiwan 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 LifeSciences Co., Ltd. ,Allianz PharmascienceLimited ,Grand Bills Finance Corp.,iMQTechnology 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 Corp ,UnitedBiomedical Pharma Inc. |
109,539,014 |
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| 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 Officer ,InstituteChair |
Director of:Taigen Biopharmaceuticals Holdings Limited ,ScinoPharm Taiwan, Ltd.Vice President of :Taiwan Sugar Corporation |
32,581,963 |
Note: Shareholdings as of share transfer registration closing beginning on April 29, 2018.
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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 Council 、GeneralDirector, 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 Medicine 、Chairman,Department of Pharmacology, National Cheng Kung University 、Chairman, Institute of Basic Medical Sciences, National Cheng Kung University 、AssociateDean, College of Medical 、University ChairProfessor 、Director,Center for Biosciences and Biotechnology 、Dean,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 |
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| Distinguished Chair Professor 、EmeritusDistinguished 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.
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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. Chairman ,Tanvex Biologics. Inc.Director ,President 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. Director ,ScinoPharm Singapore PteLtd. Director ,SciAnda (Kunshan) Biochemical Technology, Ltd.Director & President ,SciAnda (Changshu) Pharmaceuticals,Ltd. Director &President ,SciAnda Shanghai BiochemicalTechnology, 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. Chairman ,President(Shanghai) Health Product Trading Company Ltd. Director |
| President International Development Corp |
ScinoPharm Taiwan Ltd. Director President Life Sciences Co., Ltd. Chairman 、President、Director and Supervisor ,AndroSciences Corp. Chairman &Director ,Allianz Pharmascience Ltd. Director,HeliosBioelectronics Inc. Director ,Dabomb Protein Corp. Director |
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| 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. Director ,AllianzPharmascience Ltd. Director ,Helios Bioelectronics Inc.Director ,Dabomb Protein Corp. Director |
| National Development Fund, Executive Yuan |
ScinoPharm Taiwan Ltd. Director Genovate Biotechnology Co., Ltd. Director ,Taiwan BiotechCo., Ltd. Director ,Taiwan Flower Biotechnology Co., Ltd.Director ,United Biomedical Inc. Asia Director,AdimmuneCorporation Director ,TaiGen Biopharmaceuticals HoldingsLimited Director ,PharmaEssentia Corporation Director,PharmaEngine Inc. Director ,TaiAn Technologies Corp.Director ,Mycenax Biotech Inc. Director,TaiMed BiologicsInc. Director ,EirGenix Inc. Director,MetaTech Inc. Director |
| National Development Fund, Executive Yuan Representative: Ming-Chuan Hsieh |
ScinoPharm Taiwan Ltd. Director Director of: Uni Pharma Co.,Ltd Independent Director ,Harbinger VIVenture Capital Corp. Director ,Harbinger VII VentureCapital Corp. Director |
| National Development Fund, Executive Yuan Representative: Ya-Po Yang |
ScinoPharm Taiwan Ltd. Director |
| Taiwan Sugar Corporation | ScinoPharm Taiwan Ltd. Director Taiwan Sugar Corporation ,United Biomedical Inc. AsiaDirector ,TaiGen Biopharmaceuticals Holdings LimitedDirector |
| 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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