ScinoPharm Taiwan, Ltd. 2019 Annual General Shareholders’ Meeting Minutes (Translation)

Time and Date: 9:30a.m., Thursday, June 27, 2019

Place: ScinoPharm Taiwan, Ltd. Administration Building

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

Total shares represented by shareholders present in person or by proxy: 604,744,212 shares (including 465,234,649 shares voted electronically), accounted for 76.47% of the total 790,739,222 outstanding shares.

Chairperson: Chih-Hsien Lo Recorder: Jane Liu

Directors Present: Chairman Chih-Hsien Lo 、 Tsung-Ming Su 、 Jia-Horng Guo 、 Kun-Shun Tsai 、 Tsung-Pin Wu 、 Fu-Jung Lai 、 Ya-Po Yang 、 Kuo-Hsi Wang 、 Chiou-Ru Shih 、、 Wei-Te Ho(independent director- Chairman of the Audit committee) Wen-Chang Chang(Independent director)

Attendees: Tzu-Meng Liu (CPA), Albert Fang (Attorney)

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. Report Items

(1). 2018 Business Report.

Explanation: The business report for 2018 is attached as Appendix 1.

(2). Audit Committee’s Review Report on 2018 Financial Results.

Explanation: The Audit Committee Review’s Report for 2018 is attached as Appendix 2.

(3). 2018 Compensations for Employees and Directors.

Explanation:

a. The remuneration distribution for employees and directors on 2018 is calculated according to Article 40 of the Articles of Incorporation: “Should the Company earn surpluses within the current term, at least two percent of surpluses should be set aside for employee compensation, and no more than two percent of surpluses should be set aside for director compensation…”.
b. According to the Articles of Incorporation, the employee compensation for 2018 was NT$46,765,093, making up 8.95% of the year’s profits; director compensation was NT$7,840,347, making up 1.50% of the year’s profits; all compensation was distributed in cash. The aforementioned amounts differed from budgeted amounts by 0 for both employee compensation and director compensation.
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C. Ratification Items

(1). Ratification of 2018 Business Report and Financial Statements. (Proposed by the Board) Explanation:
a. The 2018 Parent and Consolidated Financial Statements for 2018 of the Company as adopted by the March 25, 2019 meeting of the Board of Directors and duly certified by Yung-Chih Lin, Certified Public Accountant and Tzu-Meng Liu, Certified Public Accountant from PricewaterhouseCoopers Taiwan were duly submitted in conjunction with the Business Report to the Audit Committee for inspection. This inspection was completed with the Auditors’ Reports duly issued.
b. Please see Appendix 1 and Appendices 3~4 for the Business Report, Auditors’ Reports, parent and consolidated financial statements.

Voting Result –

Shares represented at the time of voting: 599,075,923

VotingResults*	VotingResults*	VotingResults*	%of the total represented sharepresent	%of the total represented sharepresent
Votes in favor:	597,705,054	votes	99.77	~~%~~
	(464,051,591	votes)
Votes against:	51,615	votes	0.01	~~%~~
	(51,615	votes)
Abstained votes`╱` No vote:	1,319,254	votes	0.22	~~%~~
	(1,131,443	votes)
Votes invalid	0	votes	0	%

*including votes casted electronically (numbers in brackets)

RESOLVED, that the above proposal be and hereby was approved as proposed.

(2). Ratification of the Proposed Distribution of 2018 Earnings. (Proposed by the Board) Explanation:
a. The 2018 Profit Allocation Proposal is attached as Appendix 5.
b. The Company’s distributable earnings for 2018 are NT$664,038,821. The cash dividend to be distributed is NT$0.49 per share. Upon the approval of the General Shareholders’ Meeting, it is proposed that the Board of Directors be authorized to resolve the ex-dividend date, payment date, and adjust the dividends to be distributed to each share based on the number of actual shares outstanding on the record date for distribution.
c. Cash dividends paid to each individual shareholder will be rounded down to the nearest dollar. Fractional shares with a value less than one dollar are accumulated and reported as the Company’s other income.

Voting Result –

Shares represented at the time of voting: 599,075,923

Voting Results*	Voting Results*	Voting Results*	% of the total represented share present	% of the total represented share present
Votes in favor:	597,708,138	votes	99.77	~~%~~
	(464,054,675	votes)
Votes against:	52,531	votes	0.01	%
	(52,531	votes)
Abstained votes`╱` No vote:	1,315,254	votes	0.22	~~%~~
	(1,127,443	votes)
Votes invalid	0	votes	0	%

*including votes casted electronically (numbers in brackets)

RESOLVED, that the above proposal be and hereby was approved as proposed.

D. Discussion Items

(1). Proposed Amendment to the Articles of Incorporation of the Company. (Proposed by the Board)

Explanation:

a. Based on the revised "Company Act," promulgated by the President on Aug. 1, 2018, and the company's actual situation, revises the company's Articles of Incorporation.
b. Please refer to Appendix 6 of Contrast Table of the Articles of Incorporation.

Voting Result –

Shares represented at the time of voting: 599,075,923

VotingResults*	VotingResults*	VotingResults*	% of the total represented sharepresent	% of the total represented sharepresent
Votes in favor:	597,713,906	votes	99.77	~~%~~
	(464,060,443	votes)
Votes against:	46,763	votes	0.01	~~%~~
	(46,763	votes)
Abstained votes`╱` No vote:	1,315,254	votes	0.22	~~%~~
	(1,127,443	votes)
Votes invalid	0	votes	0	%

*including votes casted electronically (numbers in brackets)

RESOLVED, that the above proposal be and hereby was approved as proposed.

(2). Proposed Amendment to the Procedures for Acquisition and Disposal of Assets of the Company. (Proposed by the Board) Explanation:
a. Revise the company's Procedures for Acquisition and Disposal of Assets, in line with revision of "Regulations Governing the Acquisition and Disposal of Assets by Public Companies," promulgated by the Financial Supervisory Commission on Nov. 26, 2018, for compliance with IFRS 16 (International Financial Reporting Standard 16) on accounting for leases, to improve the quality for information disclosure on acquisition or disposal of assets by the company and clear delineation of the responsibilities of outside experts.
b. The proposed amendment to the Procedures for Acquisition and Disposal of Assets is attached as Appendix 7.

Voting Result –

Shares represented at the time of voting: 599,075,923

VotingResults*	VotingResults*	VotingResults*	% of the total represented sharepresent	% of the total represented sharepresent
Votes in favor:	597,714,946	votes	99.77	~~%~~
	(464,061,483	votes)
Votes against:	45,723	votes	0.01	%
	(45,723	votes)
Abstained votes`╱` No vote:	1,315,254	votes	0.22	%
	(1,127,443	votes)
Votes invalid	0	votes	0	%

*including votes casted electronically (numbers in brackets)

RESOLVED, that the above proposal be and hereby was approved as proposed.

(3) Proposed release of Director’s Non-Compete Restrictions. (Proposed by the Board) Explanation:

a. According to the Article 209 of Company Act, any director acting for himself/herself, or for any other person within the scope of the Company business, should provide the shareholders’ meeting with explanations about any important matters of such acts and should acquire the approval of the Shareholders’ Meeting.
b. It is proposed to seek approval in the General Shareholders’ Meeting allowing directors (including Independent directors) and their representatives to engage in acts of competition under Article 209 of Company Act, thus be released during their terms from the competition restriction (provided that there is no damage to the interests of the Company).
c. Details of the duties subject to directors (including independent directors) from non -competition are attached as Appendix 8.

Voting Result –

Shares represented at the time of voting: 599,075,923

VotingResults*	VotingResults*	VotingResults*	% of the total represented sharepresent	% of the total represented sharepresent
Votes in favor:	597,696,651	votes	99.77	~~%~~
	(464,043,188	votes)
Votes against:	66,378	votes	0.01	~~%~~
	(66,378	votes)
Abstained votes`╱` No vote:	1,312,894	votes	0.22	~~%~~
	(1,125,083	votes)
Votes invalid	0	votes	0	%

*including votes casted electronically (numbers in brackets)

RESOLVED, that the above proposal be and hereby was approved as proposed.

E. Extemporary motions

F. Meeting adjourned

Appendix 1 Letter to Shareholders

Dear Shareholders:

The competition in the global pharmaceutical market is still fierce, and the consolidation between various types of pharmaceutical companies in the world continues to increase. ScinoPharm effectively leverages its existing competitive advantages and accurately grasps market development trend to formulate a more flexible sales strategy that will enable ScinoPharm to maintain its operating stability in the turbulent atmosphere of the market. At the same time, ScinoPharm also increases the intensity of internal control to continuously optimize the process, accurately calculate its costs and expenses, comprehensively assess the appropriateness of resource allocation, and strive to overcome the impact on its revenue due to unclear market prospects and uncertainties.

In 2018, the company’s consolidated annual revenue was NT$3.524 billion, the net profit after tax was NT$443 million, and the after-tax earnings per share was NT$0.56. By the end of 2018, the company's paid-in capital was NT$7.907 billion, shareholders' equity was NT$10.54 billion, accounting for 84% of total assets of NT$12.56 billion. The long-term capital was 2.23 times that of the fixed assets, with the current ratio of 3.34. The financial structure was stable and sound.

Working toward the goal of becoming a full-scale pharmaceutical company

From the overall performance of the previous year, the APIs for the Generic Drug still account for more than 60% of the performance. Some APIs for the Generic Drug include: the APIs for the colorectal cancer drugs that continue to have demand and increasing demand for other anti-cancer APIs, which makes up for the impact of the reduction in demand for Paclitaxel. Meanwhile, the importance of the Japanese market is increased and its performance has slightly eased the sales pressure brought by other markets. In the business of CDMO, the overall performance is good, as there has been improvement in the ratio of the total revenue. At the end of 2017, the customer's new antibiotic drug, Baxdela™, was approved by the U.S. FDA as a new antibiotic drug product launch for treatment of infectious diseases. Last year, it became an important product for ScinoPharm, as it brought in considerable revenue for ScinoPharm. Besides, as the shipment of intermediate products for clinical use continues, it also helps to stabilize its overall sales.

In recent years, it has been effective for ScinoPharm to engage in the business of making injectable formulations based on the Generic Drug. The anti-blood cancer generic drug developed in cooperation with a major pharmaceutical company, Sagent, has received an approval and thereby been ready for sale in the United States at the beginning of last year. It has become the first injectable formulation product to bring in a profit. Regarding another self-developed anticoagulant product that used the highly difficult synthetic technology, Fondaparinux Sodium, ScinoPharm had signed a deal and authorized an Indian International pharmaceutical company to sell the product. This product has officially obtained regulatory approval in the US. It is expected that in addition to sales in the US, this product will be sold in emerging markets, and it is expected that ScinoPharm will further expand its sales network in the future.

Strengthening internal control and accelerates the strategic deployment

ScinoPharm continues to reasonably accelerate the process of product development by optimizing the process, controlling the costs and improving the management efficiency. And ScinoPharm also actively cooperates with global strategic partners to accelerate its transformation into a differential pharmaceutical company of special dosage forms. At the same time, ScinoPharm also actively expands the business of CDMO for its customers and improves the utilization of its capacity. The self-built injectable plant adopts a quality-oriented and diversified production method. ScinoPharm will complete the registration batch according to the scheduled time, send out the self-produced ANDA injection products, and drive the Taiwan FDA to conduct on-site inspection to in turn drive up its revenue.

ScinoPharm has also achieved fruitful results in establishing its own technologies. ScinoPharm obtained a total of 805 drug master files (DMFs) worldwide by the end of 2018. 60 DMFs were registered in the United States, and up to 31 DMFs were about anti-cancer products. The patent applications have also yielded fruitful results. A total of 61 inventions have obtained 361 patents worldwide, and a total of 81 patent applications for its inventions are under review.

Mastering the competitive advantages of ScinoPharm (Changshu) and actively seeking international strategic partners

As China accelerates the reform of the pharmaceutical system and actively seeks to fully integrate with advanced countries on the institutional level, it is also sufficient to show China's emphasis on drug review. Under the huge changes on the regulatory level, ScinoPharm’s subsidiary in Jiangsu, ScinoPharm (Changshu), is still not as fast as expected in terms of its business progress. Last year, ScinoPharm (Changshu) re-examined and constructed different development plans and conducted internal mobilization. At present, it also actively excludes uncertain factors in the development process and gradually achieves the staged goals in line with the Company's expectations. In the short-term, ScinoPharm (Changshu) will work hard to develop projects that can increase capacity utilization. ScinoPharm will also explore international strategic partners that can combine the competitive advantages of both parties, seek more business opportunities in CDMO, and strive to accelerate the pace of operation of ScinoPharm (Changshu).

Inheriting high standards of quality management and setting off to realize the corporate philosophy of pursuing excellence

Setting off a manufacturer of the APIs for the anti-cancer drug, ScinoPharm has strictly abided by international cGMP manufacturing specifications for more than 20 years and used its strengths to provide the high-quality APIs, and has been repeatedly recognized by the authorities of pharmaceutical affairs in Taiwan, Europe, America and Japan through field inspections. Last year, for the 2nd time, it successfully passed the GMP field inspections by the Pharmaceuticals and Medical Devices Agency (PMDA) as an Independent Administrative Corporation in Japan, and for the 5th time, passed the field inspection by the Mexican Authority of Pharmaceutical Affairs (COFEPRIS), which served as an important indicator of ScinoPharm's quality assurance. ScinoPharm has always been committed to improving corporate governance while assuming the corporate social responsibility (CSR). Last year, ScinoPharm obtained Taiwan's “2018 Excellence in CSR Award” by CommonWealth Magazine, which affirmed ScinoPharm's performance in corporate commitment, social participation, environmental protection and corporate governance. In the same year, in the 4th corporate governance evaluation by the Taiwan Stock Exchange, it was one of the top 5% listed companies, and also the only biotech company among the top 5% listed companies.

Pursuing for excellence and emphasizing the professional management attitude

Since its establishment, ScinoPharm Taiwan has established its reputation in the international anti-cancer API market with its rigorous attitude and professional ability. It has rich experience and the ability to provide high-quality products and become a reliable partner of its customers. ScinoPharm continuously improves the overall profitability of APIs for the Generic Drug, and also successfully expands its business sales reach into the field of injectable product. Meanwhile, ScinoPharm will also make good use of strategic alliances to develop alliance partners for the pharmaceutical injectable formulation business to obtain the multiple benefits from the cooperative business model. In the business of CDMO, ScinoPharm will continue to invest in various projects that have been cultivated for many years, consolidate the cooperation with existing customers, and develop new business opportunities that may create profits.

ScinoPharm will continue to optimize its product assortment, strengthen risk management and enhance internal operational efficiency. In the fiercely competitive market, it will also grasp the trends and market opportunities in the global pharmaceutical industry, hoping to continuously improve operational efficiency and profitability. In addition, ScinoPharm will faithfully fulfill the corporate social responsibility with concrete actions, return the support of shareholders, and have a positive impact on society. Finally, ScinoPharm would like to thank its customers, shareholders and dedicated employees for their long-standing support. ScinoPharm hereby expresses sincere gratitude!

Chih-Hsien Lo, Chairman

Appendix 2 Audit Committee’s Review Report

The Board of Directors has prepared the Company's 2018 Business Report, Parent and Consolidated Financial Statements, and proposal for allocation of profits. The CPA firm of PricewaterhouseCoopers Taiwan was retained to audit the Company’s Financial Statements and has issued an audit report relating to the Financial Statements. The Business Report, Financial Statements, and profit allocation proposal have been reviewed and determined to be correct and accurate by the Audit Committee members of ScinoPharm Taiwan, Ltd. According to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report.

ScinoPharm Taiwan, Ltd.

Chairman of the Audit Committee: Wei-Te Ho

March 25, 2019

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. (the “Company”) as at December 31, 2018 and 2017, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of the Company as at December 31, 2018 and 2017, 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 2018. 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:

Cutoff of export revenue

Description

Please refer to Note 4(27) to the parent company only financial statements for accounting policy on revenue recognition.

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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:

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)1. for the uncertainty of accounting estimates and assumptions applied in inventory valuation, and Note 6(4) for details of inventories. As of December 31, 2018, the balances of inventory and allowance for inventory valuation losses were $1,634,620 thousand and $391,032 thousand, respectively.

The Company is primarily engaged in the manufacture and sales of API. As the manufacturing process is relatively complicated and time consuming, 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.

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 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.

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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.

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.

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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 Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

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

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

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

Independent Accountants

Lin, Yung-Chih Liu, Tzu-Meng

PricewaterhouseCoopers, Taiwan Republic of China March 25, 2019

------------------------------------------------------------------------------------------------------------------------------------------------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.

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SCINOPHARM TAIWAN, LTD.

PARENT COMPANY ONLY BALANCE SHEETS

(Expressed in thousands of New Taiwan dollars)

Assets	December 31, 2018 Notes AMOUNT % 6(1) $ 4,075,456 36 6(2) and 12 409 - 6(3) and 12 550,740 5 15,657 - 7 5,625 - 5(2) and 6(4) 1,243,588 11 80,273 1 5,971,748 53 6(5) and 12 468,117 4 12 - - 6(6) 745,548 7 6(7)(8)(25) 3,387,960 31 8,402 - 5(2) and 6(23) 470,322 4 6(7)(25) 92,552 1 903 - 8 29,270 - 5,203,074 47 $ 11,174,822 100 (Continued)	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
Current assets 1100 Cash and cash equivalents 1110 Financial assets at fair value through profit or loss - current 1170 Accounts receivable, net 1200 Other receivables 1210 Other receivables - related parties 130X Inventories 1410 Prepayments 11XX Total current assets Non-current assets 1517 Financial assets at fair value through other comprehensive income - non-current 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

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SCINOPHARM TAIWAN, LTD.

PARENT COMPANY ONLY BALANCE SHEETS

(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity	December 31, 2018 December 31, 2017 AMOUNT % AMOUNT % $ 61,694 - $ - - 22,541 - - - 1,148 - 1,161 - 73,739 1 73,943 1 39,307 - 53,928 - 293,946 3 294,007 3 64,853 1 50,251 - - - 23,366 - 557,228 5 496,656 4 81 - - - 76,863 1 69,312 1 1,618 - 1,620 - 78,562 1 70,932 1 635,790 6 567,588 5 7,907,392 71 7,907,392 72 1,292,555 11 1,286,872 12 568,302 5 526,065 5 22,829 - 22,829 - 708,338 6 693,832 6 39,616 1 ( 19,765) - 10,539,032 94 10,417,225 95 $ 11,174,822 100 $ 10,984,813 100	December 31, 2017
	AMOUNT $ 61,694 22,541 1,148 73,739 39,307 293,946 64,853 - 557,228 81 76,863 1,618 78,562 635,790 7,907,392 1,292,555 568,302 22,829 708,338 39,616 10,539,032 $ 11,174,822	%
Current liabilities 2100 Short-term borrowings 2130 Contract liabilities - 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 3X2X Total liabilities and equity		- - - 1 - 3 - -
		4
		- 1 -
		1
		5
		72 12 5 - 6 -
		95
		100

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

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`SCINOPHARM TAIWAN, LTD.`

`PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME`

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

Items	Year ended December 31 2018 2017 Notes AMOUNT % AMOUNT % 6(17) $ 3,470,109 100 $ 3,449,175 100 6(4)(11)(21)(22), 7 and 9 ( 1,808,470 )( 52)( 1,777,982) ( 52) 1,661,639 48 1,671,193 48 6(11)(21)(22), 7, 9 and 12 ( 151,924 ) ( 4) ( 146,006) ( 4) ( 449,576 ) ( 13) ( 459,538) ( 13) ( 295,064 ) ( 9) ( 264,331) ( 8) 95 - - - ( 896,469 )( 26)( 869,875) ( 25) 765,170 22 801,318 23 6(18), 7 and 12 48,546 2 42,981 1 6(2)(8)(19) and 12 ( 35,377 ) ( 1) ( 39,020) ( 1) 6(20) ( 4,456 ) - ( 22) - 6(6) ( 306,232 )( 9)( 316,481) ( 9) ( 297,519 )( 8)( 312,542) ( 9) 467,651 14 488,776 14 6(23) ( 24,673 )( 1)( 66,409) ( 2) $ 442,978 13 $ 422,367 12 6(11) ($ 8,328 ) - $ 316 - 6(5)(16) ( 67,722 ) ( 2) - - 6(23) 1,763 - ( 54) - 6(16) ( 21,487 )( 1)( 16,311) - ($ 95,774 )( 3)($ 16,049) - $ 347,204 10 $ 406,318 12 6(24) $ 0.56 $ 0.53 $ 0.56 $ 0.53
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 6450 Gain on reversal of expected credit losses 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 (losses) gains on defined benefit plans 8316 Unrealised losses from equity instruments measured at fair value through other comprehensive income 8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss Components of other comprehensive loss that will be reclassified to profit or loss 8361 Financial statements translation differences of foreign operation 8300 Total other comprehensive loss for the year 8500 Total comprehensive income for the year Earnings per share (in dollars) 9750 Basic 9850 Diluted

Items

Year ended December 31
2018
2017
Notes
AMOUNT
%
AMOUNT
%
6(17)
$ 3,470,109
100
$ 3,449,175
100
6(4)(11)(21)(22), 7
and 9
(
1,808,470 )(
52)(
1,777,982) (
52)
1,661,639
48
1,671,193
48
6(11)(21)(22), 7, 9
and 12
(
151,924 ) (
4) (
146,006) (
4)
(
449,576 ) (
13) (
459,538) (
13)
(
295,064 ) (
9) (
264,331) (
8)
95
-
-
-
(
896,469 )(
26)(
869,875) (
25)
765,170
22
801,318
23
6(18), 7 and 12
48,546
2
42,981
1
6(2)(8)(19) and 12 (
35,377 ) (
1) (
39,020) (
1)
6(20)
(
4,456 )
-
(
22)
-
6(6)
(
306,232 )(
9)(
316,481) (
9)
(
297,519 )(
8)(
312,542) (
9)
467,651
14
488,776
14
6(23)
(
24,673 )(
1)(
66,409) (
2)
$ 442,978
13
$ 422,367
12

6(11)
($ 8,328 )
-
$ 316
-
6(5)(16)
(
67,722 ) (
2)
-
-
6(23)
1,763
-
(
54)
-
6(16)
(
21,487 )(
1)(
16,311)
-
($ 95,774 )(
3)($ 16,049)
-
$ 347,204
10
$ 406,318
12
6(24)
$ 0.56
$ 0.53
$ 0.56
$ 0.53

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
6450
Gain on reversal of expected
credit losses
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 (losses) gains on
defined benefit plans
8316
Unrealised losses from equity
instruments measured at fair
value through other
comprehensive income
8349
Income tax related to
components of other
comprehensive income that will
not be reclassified to profit or
loss
Components of other
comprehensive loss that will be
reclassified to profit or loss
8361
Financial statements translation
differences of foreign operation
8300
Total 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.

- 14 -

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

 (Expressed in thousands of New Taiwan dollars)

For the year ended December 31, 2017 Balance at January 1, 2017 Net income for the year ended December 31, 2017 Other comprehensive income (loss) for the year ended December 31, 2017 Total comprehensive income (loss) for the year ended December 31, 2017 Distribution of 2016 net income : Legal reserve Cash dividends Stock dividends Employee stock option compensation cost Balance at December 31, 2017 For the year ended December 31, 2018 Balance at January 1, 2018 Effect on retrospective application and restatement Balance after restatement on January 1, 2018 Net income for the year ended December 31, 2018 Other comprehensive loss for the year ended December 31, 2018 Total comprehensive income (loss) for the year ended December 31, 2018 Distribution of 2017 net income : Legal reserve Cash dividends Employee stock option compensation cost Disposal of equity instruments at fair value through other comprehensive income Balance at December 31, 2018	`Notes`		`Share capital -` `common stock`		`Capital reserve`				`Retained earnings`				`Other equity interest`	`Other equity interest`	`Other equity interest`		`Total equity`
							`Legal reserve`		`Special reserve`		`Unappropriated` `earnings`		`Financial` `statements` `translation` `differences of` `foreign operations`	`Unrealised gains` `(losses) from` `financial assets` `measured at fair` `value through other` `comprehensive` `income`
	6(16) 6(15) 6(12)(15) 6(13)(14) 6(16) and 12 6(5)(16) 6(15) 6(13)(14) 6(5)(16)		$ 7,603,262 - - - - - 304,130 - $ 7,907,392 $ 7,907,392 - 7,907,392 - - - - - - - $ 7,907,392		$ 1,275,660 - - - - - - 11,212 $ 1,286,872 $ 1,286,872 - 1,286,872 - - - - - 5,683 - $ 1,292,555		$ 460,196 - - - 65,869 - - - $ 526,065 $ 526,065 - 526,065 - - - 42,237 - - - $ 568,302		$ 22,829 - - - - - - - $ 22,829 $ 22,829 - 22,829 - - - - - - - $ 22,829		$ 869,300 422,367 262 422,629 ( 65,869 ) ( 228,098 ) ( 304,130 ) - $ 693,832 $ 693,832 - 693,832 442,978 ( 6,565 ) 436,413 ( 42,237 ) ( 379,555 ) - ( 115 ) $ 708,338		($ 3,454 ) - ( 16,311 ) ( 16,311 ) - - - - ($ 19,765 ) ($ 19,765 ) - ( 19,765 ) - ( 21,487 ) ( 21,487 ) - - - - ($ 41,252 )		$ - - - - - - - - $ - $ - 148,475 148,475 - ( 67,722 ) ( 67,722 ) - - - 115 $ 80,868	$ 10,227,793 422,367 ( 16,049 ) 406,318 - ( 228,098 ) - 11,212 $ 10,417,225 $ 10,417,225 148,475 10,565,700 442,978 ( 95,774 ) 347,204 - ( 379,555 ) 5,683 - $ 10,539,032

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

- 15 -

`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 on valuation of financial assets and liabilities
Gain on reversal of expected credit losses

Reversal of allowance for doubtful accounts

(Reversal of allowance for) 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

Property, plant and equipment transferred to loss

(Gain) loss on disposal of property, plant and
equipment

Gain on reversal of 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
Contract liabilities - current
Notes payable
Accounts payable
Accounts payable - related parties
Other payables
Advance receipts
Net defined benefit liabilities - non-current
Cash inflow generated from operations
Interest received
Interest paid
Income tax paid
Net cash flows from operating activities For the years ended December 31,
Notes
2018
2017
$ 467,651 $ 488,776
(
409 ) (
2,822 )
12
(
95 )
-
6(18) and 12
- (
488 )
6(4)
(
40,832 )
24,970
7,183
9,677
6(6)
306,232
316,481
6(7)(21)
284,363
329,007
6(7)
14,349
-
6(19)
(
78 )
62
6(7)(8)(19)
(
2,322 ) (
3,741 )
6(21)
5,238
5,038
6(13)(14)
5,683
11,036
6(18)
(
20,677 ) (
18,612 )
6(20)
4,456
22
16,477
20,695
(
3,937 ) (
423 )
(
3,028 )
4,183
297,825
126,881
11,988
88,902
(
825 )
-
(
13 )
160
(
204 )
17,017
(
14,621 )
20,828
12,918 (
43,467 )
- (
39,018 )
(
777 ) (
425 )
1,346,545
1,354,739
21,398
18,612
(
3,578 ) (
22 )
(
123,172 ) (
205,523 )
1,241,193
1,167,806

(Continued)

- 16 -

`SCINOPHARM TAIWAN, LTD.`

`PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS`

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from disposal of financial assets at fair value
through other comprehensive income

Increase in financial assets measured at cost - non-current
Acquisition of investments accounted for under the equity
method - subsidiary
Cash paid for acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Acquisition of intangible assets
Increase in prepayment for equipment
Decrease (increase) in guarantee deposits paid
Increase in other financial assets - non-current
Net cash flows used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term borrowings

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 For the years ended December 31,
Notes
2018
2017
6(5)
$ 3,733 $ -
- (
27,008 )
(
409,150 ) (
179,880 )
6(25)
(
50,033 ) (
217,006 )
78
50
(
2,888 ) (
3,157 )
(
65,325 ) (
78,313 )
326 (
284 )
(
439 )
-
(
523,698 ) (
505,598 )
6(26)
61,694
-
6(26)
(
2 ) (
19,998 )
6(15)
(
379,555 ) (
228,098 )
(
317,863 ) (
248,096 )
399,632
414,112
6(1)
3,675,824
3,261,712
6(1)
$ 4,075,456 $ 3,675,824

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

- 17 -

Appendix 4

REPORT OF INDEPENDENT ACCOUNTANTS TRANSLATED FROM CHINESE

To the Board of Directors and Shareholders 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, 2018 and 2017, 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, 2018 and 2017, 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 2018. 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 from Taiwan

Description

Please refer to Note 4(27) 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 from Taiwan a key audit matter.

- 18 -

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(13) for accounting policies on inventory valuation, Note 5(2)1. for the uncertainty of accounting estimates and assumptions applied in inventory valuation, and Note 6(5) for details of inventories. As of December 31, 2018 the balances of inventory and allowance for inventory valuation losses were $1,889,295 thousand and $525,498 thousand, respectively.

The Group is primarily engaged in the manufacture and sales of API. As the manufacturing process is relatively complicated and time consuming, 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, 2018 and 2017.

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.

- 19 -

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.

- 20 -

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 25, 2019

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.

- 21 -

SCINOPHARM TAIWAN, LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

(Expressed in thousands of New Taiwan dollars)

Assets	December 31, 2018 AMOUNT % $ 4,203,338 34 409 - 178,615 1 558,950 4 104,021 1 1,363,797 11 97,037 1 6,506,167 52 468,117 4 - - 4,758,846 38 16,753 - 593,103 5 108,869 1 6,885 - 29,270 - 75,318 - 6,057,161 48 $ 12,563,328 100	December 31, 2017	December 31, 2017
	AMOUNT $ 4,203,338 409 178,615 558,950 104,021 1,363,797 97,037 6,506,167 468,117 - 4,758,846 16,753 593,103 108,869 6,885 29,270 75,318 6,057,161 $ 12,563,328	AMOUNT $ 3,910,791 - - 567,318 197,620 1,675,088 116,310 6,467,127 - 391,097 5,088,713 23,334 503,570 110,529 9,179 28,831 79,009 6,234,262 $ 12,701,389	%
Current assets 1100 Cash and cash equivalents 1110 Financial assets at fair value through profit or loss - current 1136 Financial assets at amortised cost - current 1170 Accounts receivable, net 1200 Other receivables 130X Inventories 1410 Prepayments 11XX Total current assets Non-current assets 1517 Financial assets at fair value through other comprehensive income - non-current 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			31 - - 4 2 13 1
			51
			- 3 40 - 4 1 - - 1
			49
			100

(Continued)

- 22 -

SCINOPHARM TAIWAN, LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity	December 31, 2018 December 31, 2017 AMOUNT % AMOUNT % $ 233,290 2 $ 374,713 3 30,617 - - - 1,148 - 1,161 - 89,393 1 90,784 1 347,319 3 350,117 3 65,374 - 50,251 - - - 28,896 - 1,178,503 9 219,536 2 1,945,644 15 1,115,458 9 - - 1,097,682 9 81 - - - 76,863 1 69,312 - 1,708 - 1,712 - 78,652 1 1,168,706 9 2,024,296 16 2,284,164 18 7,907,392 63 7,907,392 62 1,292,555 10 1,286,872 10 568,302 4 526,065 4 22,829 - 22,829 - 708,338 6 693,832 6 39,616 1 ( 19,765) - 10,539,032 84 10,417,225 82 $ 12,563,328 100 $ 12,701,389 100	December 31, 2017
	AMOUNT $ 233,290 30,617 1,148 89,393 347,319 65,374 - 1,178,503 1,945,644 - 81 76,863 1,708 78,652 2,024,296 7,907,392 1,292,555 568,302 22,829 708,338 39,616 10,539,032 $ 12,563,328	%
Current liabilities 2100 Short-term borrowings 2130 Contract liabilities - 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 unrecognised contract commitments 3X2X Total liabilities and equity		3 - - 1 3 - - 2
		9
		9 - - -
		9
		18
		62 10 4 - 6 -
		82
		100

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

- 23 -

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

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

Items	YearendedDecember31 2018 2017 Notes AMOUNT % AMOUNT % 6(19) and 12 $ 3,524,263 100 $ 3,516,481 100 6(5)(23)(24) and 9 ( 1,981,749 ) ( 56) ( 1,966,324)( 56) 1,542,514 44 1,550,157 44 6(8)(23)(24), 7, 9 and 12 ( 146,931 ) ( 4) ( 145,756) ( 4) ( 524,047 ) ( 15) ( 531,163) ( 15) ( 313,208 ) ( 9) ( 314,276) ( 9) 84 - - - ( 984,102) ( 28) ( 991,195)( 28) 558,412 16 558,962 16 6(20) and 12 48,597 1 39,522 1 6(2)(9)(21) and 12 ( 36,299 ) ( 1) ( 46,551) ( 1) 6(7)(22)(27) ( 80,169) ( 2) ( 76,631)( 2) ( 67,871) ( 2) ( 83,660)( 2) 490,541 14 475,302 14 6(25) ( 47,563) ( 1) ( 52,935)( 2) $ 442,978 13 $ 422,367 12 6(13) ($ 8,328 ) - $ 316 - 6(6)(18) ( 67,722 ) ( 2) - - 6(25) 1,763 - ( 54) - 6(18) ( 21,487) ( 1) ( 16,311) - ($ 95,774) ( 3) ($ 16,049) - $ 347,204 10 $ 406,318 12 $ 442,978 13 $ 422,367 12 $ 347,204 10 $ 406,318 12 6(26) $ 0.56 $ 0.53 $ 0.56 $ 0.53
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 6450 Gain on reversal of expected credit losses 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) Components of other comprehensive income (loss) that will not be reclassified to profit or loss 8311 Actuarial (losses) gains on defined benefit plans 8316 Unrealised losses from equity instrument measured at fair value through other comprehensive income 8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss Components of other comprehensive loss 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

Items

YearendedDecember31
2018
2017
Notes
AMOUNT
%
AMOUNT
%
6(19) and 12
$ 3,524,263
100
$ 3,516,481
100
6(5)(23)(24) and 9
(
1,981,749 ) (
56) (
1,966,324)(
56)
1,542,514
44
1,550,157
44
6(8)(23)(24), 7, 9 and
12
(
146,931 ) (
4) (
145,756) (
4)
(
524,047 ) (
15) (
531,163) (
15)
(
313,208 ) (
9) (
314,276) (
9)
84
-
-
-
(
984,102) (
28) (
991,195)(
28)
558,412
16
558,962
16
6(20) and 12
48,597
1
39,522
1
6(2)(9)(21) and 12
(
36,299 ) (
1) (
46,551) (
1)
6(7)(22)(27)
(
80,169) (
2) (
76,631)(
2)
(
67,871) (
2) (
83,660)(
2)
490,541
14
475,302
14
6(25)
(
47,563) (
1) (
52,935)(
2)
$ 442,978
13
$ 422,367
12
6(13)
($ 8,328 )
-
$ 316
-
6(6)(18)
(
67,722 ) (
2)
-
-
6(25)
1,763
-
(
54)
-
6(18)
(
21,487) (
1) (
16,311)
-
($ 95,774) (
3) ($ 16,049)
-
$ 347,204
10
$ 406,318
12
$ 442,978
13
$ 422,367
12
$ 347,204
10
$ 406,318
12
6(26)
$ 0.56
$ 0.53
$ 0.56
$ 0.53

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
6450
Gain on reversal of expected credit
losses
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)
Components of other comprehensive
income (loss) that will not be
reclassified to profit or loss
8311
Actuarial (losses) gains on defined
benefit plans
8316
Unrealised losses from equity
instrument measured at fair value
through other comprehensive income
8349
Income tax related to components of
other comprehensive income that will
not be reclassified to profit or loss
Components of other comprehensive
loss 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.

- 24 -

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

(Expressed in thousands of New Taiwan dollars)

		`Equity attributable to owners of the parent`	`Equity attributable to owners of the parent`	`Equity attributable to owners of the parent`
`Share capital -` `common stock`	`Capital reserve`		`Retained earnings`		`Other equity interest`
		`Legal reserve`	`Special reserve`	`Unappropriated` `earnings`	`Financial` `statements` `translation` `differences of` `foreign operations`	`Unrealised gains` `(losses) from` `financial assets` `measured at fair` `value through other` `comprehensive` `income`
$ 7,603,262 - - - - - 304,130 - $ 7,907,392 $ 7,907,392 - 7,907,392 - - - - - - - $ 7,907,392	$ 1,275,660 - - - - - - 11,212 $ 1,286,872 $ 1,286,872 - 1,286,872 - - - - - 5,683 - $ 1,292,555	$ 460,196 - - - 65,869 - - - $ 526,065 $ 526,065 - 526,065 - - - 42,237 - - - $ 568,302	$ 22,829 - - - - - - - $ 22,829 $ 22,829 - 22,829 - - - - - - - $ 22,829	$ 869,300 422,367 262 422,629 ( 65,869 ) ( 228,098 ) ( 304,130 ) - $ 693,832 $ 693,832 - 693,832 442,978 ( 6,565 ) 436,413 ( 42,237 ) ( 379,555 ) - ( 115 ) $ 708,338	($ 3,454 ) - ( 16,311 ) ( 16,311 ) - - - - ($ 19,765 ) ($ 19,765 ) - ( 19,765 ) - ( 21,487 ) ( 21,487 ) - - - - ($ 41,252 )		$ - - - - - - - - $ - $ - 148,475 148,475 - ( 67,722 ) ( 67,722 ) - - - 115 $ 80,868	$ 10,227,793 422,367 ( 16,049 ) 406,318 - ( 228,098 ) - 11,212 $ 10,417,225 $ 10,417,225 148,475 10,565,700 442,978 ( 95,774 ) 347,204 - ( 379,555 ) 5,683 - $ 10,539,032

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

- 25 -

`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 on valuation of financial assets and
liabilities
Gain on reversal of expected credit losses

Reversal of allowance for doubtful accounts

(Reversal of allowance for) loss on inventory
market price decline

Provision for obsolescence of supplies
Depreciation

Property, plant and equipment transferred to loss
Loss on disposal of property, plant and
equipment

Gain on reversal of impairment loss

Amortisation

Amortisation 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
Inventories
Prepayments
Changes in operating liabilities
Contract liabilities - current
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
2018
2017
$ 490,541 $ 475,302
(
409 ) (
2,822 )
12
(
84 )
-
6(20) and 12
- (
516 )
6(5)
(
28,851 )
53,212
8,980
11,088
6(7)(23)
395,379
423,322
6(7)
14,349
-
6(21)
75
300
6(7)(9)(21)
(
2,273 ) (
3,741 )
6(23)
10,442
9,217
6(8)
1,858
1,835
6(15)(16)
5,683
11,212
6(20)
(
33,234 ) (
25,083 )
6(22)
80,169
76,631
8,453
71,604
92,033
422
340,142
101,410
7,320
83,456
1,721
-
(
13 )
160
(
1,391 )
21,054
6,429 (
34,800 )
- (
33,488 )
(
777) (
425)
1,396,542
1,239,350
31,668
24,938
(
76,487 ) (
87,051 )
(
120,129) (
205,523)
1,231,594
971,714

(Continued)

- 26 -

CASH FLOWS FROM INVESTING ACTIVITIES
Increase in financial assets at amortised cost - current		( $	1,214,112 ) $	-
Proceeds from disposal of financial assets at
amortised cost			1,035,497	-
Proceeds from disposal of financial assets at fair	6(6)
value through other comprehensive income			3,733	-
Increase in financial assets carried at cost -
non-current			- (	27,008 )
Cash paid for acquisition of property, plant and	6(27)
equipment		(	51,290 ) (	289,479 )
Interest paid for acquisition of property, plant and	6(7)(22)(27)
equipment			- (	10,964 )
Proceeds from disposal of property, plant and
equipment			79	50
Acquisition of intangible assets		(	4,076 ) (	8,625 )
Increase in prepayment for equipment		(	71,681 ) (	101,859 )
Decrease in guarantee deposits paid			2,294	560
Increase in other financial assets - non-current		(	439 )	-
Net cash flows used in investing activities		(	299,995 ) (	437,325 )
CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in short-term borrowings	6(28)	(	137,723 ) (	583,878 )
Increase in long-term borrowings	6(28)		163,736	572,084
Decrease in long-term borrowings	6(28)	(	273,493 ) (	54,023 )
Decrease in guarantee deposits received	6(28)	(	2 ) (	19,999 )
Payment of cash dividends	6(17)	(	379,555 ) (	228,098 )
Net cash flows used in financing activities		(	627,037 ) (	313,914 )
Effect of foreign exchange rate changes		(	12,015 ) (	16,835 )
Net increase in cash and cash equivalents			292,547	203,640
Cash and cash equivalents at beginning of year	6(1)		3,910,791	3,707,151
Cash and cash equivalents at end of year	6(1)	$	4,203,338 $	3,910,791

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

- 27 -

Appendix 5 ScinoPharm Taiwan, Ltd. Earnings Distribution Plan for Fiscal Year Ended December 31, 2018

Item	Amount (TWD)	Amount (TWD)
After-tax net profit earned in 2018 Less: Legal reserve Plus: Actuarial gain(loss) presented in retained earnings Plus: Effects by tax rate variations Less: Unrealised losses from equity instrument measured at fair Value through other comprehensive income 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 490 on each 1,000 shares held) Undistributed earnings as of the end of the period		$442,978,322 (44,297,833) (6,663,126) 96,822 (115,582) 391,998,603 272,040,218 664,038,821
		(387,462,219)
		$276,576,602

Notes:

In terms of earnings distribution for fiscal year 2018, 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.
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 ： Tsung-Ming Su Chief Accountant ： Carrie Lin

- 28 -

Appendix 6

ScinoPharm Taiwan, Ltd. Proposed Revision of the Articles of Incorporation

Current Provision	Revision Provision	Remark
Article 1 The Company is duly organized under the Company Act of the Republic of China (Taiwan) as a company limited by shares andnamed ScinoPharm Taiwan, Ltd.	Article 1 The Company is duly organized under the Company Act of the Republic of China (Taiwan) as a company limited by shares and namedScinoPharm Taiwan Ltd. in English.	Specification of the company's English name in the Articles of Incorporation, in line with article 392-1 of the CompanyAct.
Article 7 Allof the shares of the Company are registered shares each bearing the signature or seal ofthree or more Directors of the Company and shall be issued uponcertification thereof by the competent authority or its authorized registrar.The Company may elect not to produce the share certificate on the shares issued,provided that the Company must complete the registration of the issued shares with the securities central depositoryinstitution.	Article 7 All of the Company's shares bear the signatures and seals of theCompany's directorsand shall be issuedwith certification by banks with qualification to be legally authorized registrars for stock issuance. The Company may elect not to produce the certificates on the shares issuedafter completing the registration of the issued shares with the centralized securities depository institution.	Revision made in line with article 162 of the Company Act.
Article 8 All of the shares of the Company are registered shares.The individual shareholder will have his/her personal name and address and the corporate shareholder will have its corporate designation and its legal representative’s personal name and address recorded in the Company’s shareholders’ roster. Joint shareholders of the share (if any) shall elect one among themselves for the purpose of the above recordation in the shareholders’ roster.	Article 8 Allof the shares of the Company are registeredones.The individual shareholder will have his/her personal name and address and the corporate shareholder will have its corporate designation and its legal representative’s personal name and address recorded in the Company’s shareholders’ roster. Joint shareholders of the share (if any) shall elect one among themselves for the purpose of the above recordation in the shareholders’ roster.	Revision made in line with the spirit of related legislation.
Article 9 The shareholder or the legal holder of the share certificate lost or destroyed shall make a report to the police upon information of the loss or destruction and fill out the relevant request form to have the loss or destruction of the share certificate registered with the Company. The shareholder or the legal holder shall at the same time file a request with the competent district court to have a relevant public notice made pursuant to the Taiwan Code of Civil Procedure and present the court judgment on the exclusion of rights in the share(s) affected to thestock affairs agency of the Company to request forre-issuance of the share certificate.	Article 9 The shareholder or the legal holder of the share certificate lost or destroyed shall make a report to the police upon information of the loss or destruction and fill out the relevant request form to have the loss or destruction of the share certificate registered with the Company. The shareholder or the legal holder shall at the same time file a request with the competent district court to have a relevant public notice made pursuant to the Taiwan Code of Civil Procedure and present the court judgment on the exclusion of rights in the share to the Company forregistry.	Revision made, in accordance with the fact that the company no longer issues physical share

- 29 -

Current Provision	Revision Provision	Remark
Article 10 The stock affairs agency of the Company may collect reasonable procedural charges on each request for re-issuance of share certificate on account of the transfer, division of the share or the loss, damage or destruction of the share certificate.	Article 10 The stock affairs agency of the Company may collect reasonable procedural charges on each request for re-issuance of share certificate on account of the transfer, division of the share or the loss, damage or destruction of the share certificateaccording to the"Criteria Governing Handling of Stock Affairs by Public Stock Companies,"unless there is different stipulation in legislation and securities regulations.	Revision made on item 2 of Article 10 in line with the spirit of related legislation.
Article 11 The shareholder shall disclose his/her/its legal name and address of his/her/its domicile to the stock affairs agency of the Company and fill out anddeliverthe specimen card of his/her/its seal to the Companyfor record. Except as otherwise provided by the relevant laws, orders or securities related regulations, the public offering of the shares of the Company shall be in accordance with the“Criteria Governing Handling of Stock Affairs by Public Stock Companies”.	Article 11 The shareholder shall report his/her/its legal name and the address of his/her/its domicile, as well as the specimen card of his/her/its seal for keeping by the Company.	Revision made from Article 2 to Article 10 in line with the spirit of related legislation.
Companies”.
Article 13 Transfer of shares of	Article 13 Transfer of shares of the Company cannot be madewithin a period ofsixty (60) days prior to the General Shareholders’Meeting, thirty (30)days prior to an Extraordinary Shareholders’ Meeting, and five (5) days prior to the start date of distribution of dividend, bonus or other interests in the shares held.	Revision made in line with the listing of the company's shares and article 165 of the Company Act.
Article 16 Except as otherwise provided by the Company Act,the Shareholders’ Meeting must be attended by the shareholders whose total shares held represent the majority of the total issued shares of the Company. The resolution of the Shareholders’ Meeting must be adopted by the majority of the votes represented at the meeting.	Article 16 Except as otherwise provided by the Company Act andother legislations, the Shareholders’ Meeting must be attended by the shareholdersin person or their proxiesrepresenting over half of the shares in issued. The resolution of the Shareholders’ Meeting must be adopted by the majority of the votes represented at the meeting.	Revision made to adjust the original partial content of item 2 in Article 19 and expressed at this article in line with the spirit of related legislation.
Article 18 The shareholder who for whatever reason is unable to attend the Shareholders’ Meeting in person may designate a proxy to attend and act in his/her stead at the meeting by executing the proxy letter form prepared by the Company specifying the scope of authorization to the proxy. The proxy designated may be a non-shareholder of the Company. Subject to the public offering of the Company, designation of proxies for the purpose of the Shareholders’Meeting of	Article 18 The shareholder who for whatever reason is unable to attend the Shareholders’ Meeting in person may designate a proxy to attend and act in his/her stead at the meeting by executing the proxy letter form prepared by the Company specifying the scope of authorization to the proxy. The proxy designated may be a non-shareholder of the Company. Subject to the public offering of the Company,The related operationshall be in accordance with the“Rules Governing	Revision made in line with the listing of the company's shares to delete and adjust partial contents.

- 30 -

Current Provision Revision Provision Remark the Company shall be in accordance with the Use of Proxies for Attendance at the “Rules Governing the Use of Proxies Shareholder Meetings of Public for Attendance at Shareholder Meetings Companies” and other related of Public Companies”. legislations. Article 19 Article 19 Revision made in The meeting of the shareholders of the Unless stipulated otherwise in the line with the Company shall be convened by the Company Act, the shareholders' meeting regulator's Board of Directors and presided by the of the Company shall be convened by policy pushing Chairman/Chairwoman of the Board of the board of directors and chaired by voting for each Directors. If he/she has requested for the chairperson of the board of motion by leave from the meeting or is for directors. In case the chairperson cannot deleting item 2 whatever reason unable to attend and exercise the duty, whether on leave or of this article to exercise his/her powers and duties at for other reasons, he/she shall designate cope with the meeting to, the a director in his/her stead. If the contents of Chairman/Chairwoman shall designate a chairperson fails to make the article 16 and Director to act in his/her stead. Absent designation, other directors share elect comply the spirit the above designation by the one among them to chair the meeting. of corporate Chairman/Chairwoman, the Directors In case the shareholders' meeting is not governance. shall elect one from among themselves convened by the board of the directors, to act as the chairperson of the meeting. the convener shall chair the meeting. If Where the Shareholders’ Meeting is not there are two or more conveners, they convened by the Board of Directors, the shall elect one among them to chair the meeting shall be presided by the person meeting. who convened the meeting. Except as otherwise provided by the Company Act or the relevant laws and regulations, the Shareholders’ Meeting of the Company must be attended by the shareholders (attending the meeting in person or by proxy) whose total shares held represent the majority of the total issued shares of the Company and a resolution must be adopted by the majority of the votes represented at the meeting. A resolution may be deemed adopted when no objection or opposition is expressed by any of the shareholders present at the meeting in response to the chairperson’s inquiry for opinion, which resolution shall be as effective and binding as one adopted by voting. Article 24 Article 24 Revision made in The Directors each of the Company will The Directors each of the Company will line with the serve an office term of three years and serve an office term of three years and listing of the may be re-elected; but the independent may be re-elected; but the independent company's director shall serve in office for a term of director shall serve in office for a term of shares to delete not more than three terms. Subject to not more than three terms. Subject to and adjust the relevant resolution adopted by the the relevant resolution adopted by the partial contents. meeting of the Board of Directors, meeting of the Board of Directors, liabilities insurance will be procured for liabilities insurance will be procured for the Director elect. Subject to the public the Director elect. Percentage of total offering of the Company, the total shares owned by directors is set shareholding of the Directors of the according to the Company Act and the Company shall be in accordance with the prescribed by the competent securities Company Act and the regulations authority. prescribed by the competent securities The Company has an Audit Committee authority. formed by all of the independent The Company has an Audit Committee directors under the Securities and formed by all of the independent Exchange Act. The establishment, directors under the Securities and functions, powers and authorities, rules Exchange Act. The establishment, for the meetings and other legal functions, powers and authorities, rules compliance matters of the Audit for the meetings and other legal Committee shall be in accordance with compliance matters of the Audit the relevant regulations issued by the Committee shall be in accordance with competent securities authority. the relevant regulations issued by the competent securities authority.

- 31 -

Current Provision	Revision Provision	Remark
Article 27 The meeting of the Board of Director shall be convened by the Chairman/Chairwoman of the Board of Directorsexceptthe first meeting of a new Board of Directors that shall be convened by the Director who won the highest vote of all Directors elect.A written notice of the meeting of the Board of Directors shall be issued by facsimile or by email to the Directors each at least seven (7) days prior to the scheduled meeting date, which notice shall explicitly indicate the scheduled date, venue and agenda of the meeting. In the event of urgency, the meeting of the Board of Directors may be convened at any time with or without the above notice beingissued.	Article 27 Unless stipulated otherwise in the Company Act, the meeting of the board of directorsshall be convened by the chairperson of the board of directors, who shall notify, in written form or via fax or e-mail, directors on the date, venue, and agenda seven days prior to the meeting. In the event of urgency, the meeting of the board of directors can be convened anytime via the aforementioned methods of notification.	Revision made in line with the new content of Article 203 and addition on Item one of Article 203 of the Company Act.
Article 29 The Directors shall vote to approve or disapprove and exercise their powers and duties with respect to the matters proposed on the agenda at the relevant meeting of the Board of Directors which shall be convened at least once every quarter. Except as otherwise provided by the Company Act, the resolution with respect to the revision of these Articles of Incorporation as provided in subparagraph (1) below must be adopted by three fourths (3/4) or more of all of the Directors of the Company and with respect to other matters by two thirds (2/3) or more of all of the Directors of the Company: (1)~(10) omitted (11) Proposed earnings distribution plan (or lossmakeupplan). (12)~(20) Omitted	Article 29 The Directors shall vote to approve or disapprove and exercise their powers and duties with respect to the matters proposed on the agenda at the relevant meeting of the Board of Directors which shall be convened at least once every quarter. Except as otherwise provided by the Company Act, the resolution with respect to the revision of these Articles of Incorporation as provided in subparagraph (1) below must be adopted by three fourths (3/4) or more of all of the Directors of the Company and with respect to other matters by two thirds (2/3) or more of all of the Directors of the Company: (1)~(10) omitted (11) Proposed earnings distribution plan (or lossappropriationplan). (12)~(20) omitted	Revision made in line with the new contents of article 228 of the Company Act.
Article 36 The Company may haveageneral manager, a number of deputy general managersandmanagers.The general manager and the deputy general manager shall be appointed / dismissed by the meeting of the Board of Directors. The managers each shall be appointed / dismissed by the general manager, which appointment / dismissal shall be reported to the Board of Directors for reference.	Article 36 The company institutesmanagerial staffers,including a general managementanda number of deputy general managers,whose appointment, dismissal, and compensations shall be made according to the resolutions of the board of directors.	Revision made, to provide concrete explanation of the appointment, dismissal, and management of managerial staffers
Article 39 The Company shall produce and present the followingstatements and documents after the end of each fiscal year to the meeting of the Board of Directors for adoption and thereafter to the General Shareholders’ Meeting for ratification: (1) Business report. (2) Financial statements. (3) Proposed earnings distribution plan or loss makeup plan.	Article 39 The Company shall produce and present the following documents after the end of each fiscal year to the meeting of the Board of Directors for adoption and thereafter to the General Shareholders’ Meeting for ratification: (1) Business report. (2) Financial statements. (3) Proposed earnings distribution plan orloss appropriation plan.	Revision made in line with the new contents of article 228 of the Company Act.

- 32 -

Current Provision		Revision Provision	Remark
Article 41 Given the changeful industrial environment for the Company's business, in formulating earnings distribution plan, the board of directors shall take into account the Company's project for capital outlays and funding needs, as well as the use of earnings to meet the financial needs, before determining the allocation of earnings for reserved earnings or distribution, including the amount of distribution and dividend payout for shareholders in cash. In case there are earnings in the Company's annual final accounts, the earnings shall be appropriated for payment of business income tax and makeup for accumulated debts from past years. Afterwards, ten percent of the surplus, should it exist, shall be appropriated for legal reserve,andcan be appropriated for special reserve, with the balance to be added to the accumulated undistributed earnings from past years as accumulated distributable earnings. Dividends for shareholders shall be equivalent to 50% to 100% of the accumulated distributable earnings, with cash dividends no less than 30% of the total dividend payment of the year. The board of directors formulates the earnings distribution plan for ratification by shareholders' meeting before execution of the payout.		Article 41 Given the changeful industrial environment for the Company's business, in formulating earnings distribution plan, the board of directors shall take into account the Company's project for capital outlays and funding needs, as well as the use of earnings to meet the financial needs, before determining the allocation of earnings for reserved earnings or distribution, including the amount of distribution and dividend payout for shareholders in cash. In case there are earnings in the Company's annual final accounts, the earnings shall be appropriated for payment of business income tax and makeup for accumulated debts from past years. Afterwards, ten percent of the surplus, should it exist, shall be appropriated for legal reserve,unless the accumulated legal reserve has exceeded the Company's paid-in capital. The remainder, if any,can be appropriated for special reserve, with the balance to be added to the accumulated undistributed earnings from past years as accumulated distributable earnings. Dividends for shareholders shall be equivalent to 50% to 100% of the accumulated distributable earnings, with cash dividends no less than 30% of the total dividend payment of the year. The board of directors formulates the earnings distribution plan for ratification by shareholders' meeting before execution of thepayout.	Revision made in line with the partial contents on Item one of Article 228 of the Company Act.
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 July 21, 2000, 4th revision of December 3, 2001, 5th revision of June 13, 2002, 6th revision 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 and 22nd revision of June 27, 2018.		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 July 21, 2000, 4th revision of December 3, 2001, 5th revision of June 13, 2002, 6th revision 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, 201,3 20th revision of June 18, 2014, 21st revision of June 27, 2016, 21st revision of June 27, 2016, 22nd revision of June 27, 2018 and 23rd revision of June 27, 2019.	Revision dates have been added.

- 33 -

Appendix 7

ScinoPharm Taiwan, Ltd. Proposed Revision of the Procedures for Acquisition and Disposal of Assets

	Current Provision		Revision Proposed	Remark
	Article 2 Scope of applicability The handling procedure is applicable to the following assets: (1) securities, including stock, government bond, corporate bond, financial bond, and mutual fund, depository certificate, call (put) warrant, beneficiary certificates, and assets-backed securities; (2) real estate(including land, houses and buildings, investment-oriented properties,easement)and equipment. (3) membership certificate; (4) intangible assets, such as patent right, copyright, trade-mark ownership, franchise; (5) debt-claim right of financial institutions (including accounts receivable, discount for forex purchase, and overdue receivables); (6) derivatives; (7) other assets obtained from or resulting from disposal of legal merger, spin-off, purchase, or share assignment; (8) other important assets.		Article 2 Scope of applicability The handling procedure is applicable to the following assets: (1) securities, including stock, government bond, corporate bond, financial bond, and mutual fund, depository certificate, call (put) warrant, beneficiary certificates, and assets-backed securities; (2) real estate (including land, houses and buildings, and investment-oriented properties,) and equipment (3) membership certificate; (4) intangible assets, such as patent right, copyright, trade-mark ownership, franchise; (5) right-of-use assets; (6) debt-claim right of financial institutions (including accounts receivable, discount for forex purchase, and overdue receivables); (7) derivatives; (8) other assets obtained from or resulting from disposal of legal merger, spin-off, purchase, or share assignment; (9) other important assets.	Addition of item (5), in compliance with the regulation of IFRS (International Financial Reporting Standard) 16 Leases, which incorporates superficies right originally covered in item (2).
	Article 3 Definitions of terms The terms used in the handling procedure are defined as follows: ' (1) Derivatives: refer to forward contracts deriving fromassets, interest rates, exchange rates, forward contract from index or other interests, options contract, futures contract, leveraged deposit contract, swap contract, andcompound contracts resulting from combinations of aforementioned commodities. The aforementioned forward contracts exclude insurance contracts, performance contracts, after-sales contracts, long-term lease contracts, and long-term purchase (sales) contracts. (2) Assets obtained from or resulting from disposal of legal merger, spin-off, acquisition, or share assignment: refer to assets obtained from or resulting from disposal of merger, spin-off, acquisition, or share assignment, based on Business Mergers and Acquisitions Act, Financial Holding Company Act, Financial Institution Merger Act or other applicable laws, or by way of assignment of another company's shares by issuing new shares (hereinafter "share assignment), in accordance with the eighthitem of article 156 of the Company Act. (3)~(6) Omitted		Article 3 Definitions of terms The terms used in the handling procedure are defined as follows: ' (1) Derivatives: refer to forward contracts deriving fromspecific interest rates, prices of financial instruments, commodity prices, exchange rates,price or rate indices, credit rating or credit line indices;options contract, futures contract, leveraged deposit contract, swap contract, and compound contracts resulting from combinations of aforementioned commodities, or combination contracts or structured commodities with embedded derivatives. The aforementioned forward contracts exclude insurance contracts, performance contracts, after-sales contracts, long-term lease contracts, and long-term purchase (sales)contracts. (2) Assets obtained from or resulting from disposal of legal merger, spin-off, acquisition, or share assignment: refer to assets obtained from or resulting from disposal of merger, spin-off, acquisition, or share assignment, based on Business Mergers and Acquisitions Act, Financial Holding Company Act, Financial Institution Merger Act or other applicable laws, or by way of assignment of another company's shares by issuing new shares (hereinafter "share assignment), in accordance with the(third)item of article 156 of the Company Act.	1. Revision made concerning the scope of derivatives, in line with the definition of financial instrument in IFRS 9 (International Financial Reporting Standard 9). 2. Revision made, in line with the revision of the Company Act, promulgated on Aug. 1, 2018 and implemented on Nov. 1, 2018. 3. Addition of explanations for related terms

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	Current Provision		Revision Proposed	Remark
			(3)~(6) Omitted (7) Professional investors: refer to financial holding companies, banks, insurance companies, bills finance companies, trust companies, securities for dealer business or underwriting business, futures firms for dealer business, securities investment trust companies, securities investment consulting companies, and fund management companies. (8) Stock exchange: domestic stock exchange refers to Taiwan Stock Exchange and foreign stock exchanges refer to organized securities trading markets under the jurisdiction of the securities regulators of the host countries. (9) Business places of securities companies: business places of domestic securities companies refer to places with trading counters established by securities companies according to"Regulations Governing Trading of Securities on Over-the-Counter Markets,"while business places of foreign securities companies refer to business places of foreign financial institutions permitted to engage in securities business under the jurisdiction of foreign securities regulators.
	Article 4 Procedure of evaluation and operation (A) Long- and short-term investments in securities 1~2 (Omitted) 3. Authority for approval of securities investments (1) The general manager is authorized to determine investments in securities not traded on the centralized securities exchange market or over-the-counter market with value less than NT$10 million. For such investments with value reaching NT$10 million or more, the general manager shall submit the cases to the board of directors for discussion or acknowledgment. Related operations are carried out by financial and accounting unit. (2) Theboard of directors authorizes financial and accounting unit to invest in securities traded on the centralized securities exchange market or over-the-counter market at current market prices. (3) The general manager is authorized to make short-term funding operations, such as purchase of bond/money funds and bills/bonds with repurchase agreement, with value less than NT$300 million. For such investments with value reaching NT$300 million or more, the general manager shall submit the cases		Article 4 Procedure of evaluation and operation (A) Long- and short-term investments in securities 1~2 (Omitted) 3. Authority for approval of securities investments (1) The general manager is authorized to determine investments in securities not traded on the centralized securities exchange market or over-the-counter market with value less than NT$10 million. For such investments with value reaching NT$10 million or more, the general manager shall submit the cases to the board of directors for discussion or acknowledgment. Related operations are carried outby financial and accounting unit. (2) Plan to invest in securities traded on the centralized securities exchange market or over-the-counter marketshall be submitted by the general manager to the board of directors for discussion or acknowledgment. Related operations are carried out by financial and accounting unit via the centralized securities exchange market or over-the-counter market at current market prices. (original (3) removed) (B) (Omitted) (C) For acquisition or disposal of real estate, equipment, or their right-of-use	1. Revision of text, in line with current actual operation of securities investments. 2. Given difference of instruments of short-term fund utilization, as listed item 3-3-3, from other securities, in terms of nature and risk, and exclusion by the regulator of the requirement for publication of major information on such instruments, related contents are deleted, with such investments being subject to the discretion of staffers with assigned authority. 3. Right-of-use assets are

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Current Provision Revision Proposed Remark to the board of directors for discussion or assets, the unit using the assets and the included, in line acknowledgment. Related operations are unit with related authority shall with IFRS carried out by financial and accounting formulate capital outlay plan and conduct (International unit. feasibility evaluation on the purpose of Financial (B) (Omitted) acquisition or disposal and expected Reporting (C) For acquisition or disposal of real benefits, and carry out related Standard) 16 estate and equipment, the unit using the operations, plus necessary oversight, Leases assets and the unit with related authority according to article 6 of the handling 4. Addition of the shall formulate capital outlay plan and procedure. Cases with transaction value level of authority conduct feasibility evaluation on the exceeding 20% of the Company's paid-in for approving purpose of acquisition or disposal and capital or NT$300 million should be transactions for expected benefits, and carry out related submitted to the board of directors for real estate or operations, plus necessary oversight, discussion or acknowledgment. For other assets with according to article 6 of the handling acquisition or disposal of assets from non-stakeholders procedure. For acquisition of real estate stakeholders, evaluation shall be made 5. Given low from stakeholders, evaluation shall be on the reasonableness of trading terms likelihood for made on the reasonableness of trading before handling of related operations, price terms before handling of related plus necessary oversight, according to manipulation in operations, plus necessary oversight, article 6 and 7 of the handling procedure. transactions with according to article 6 and 7 of the (D) (Omitted) central and handling procedure. (E) For acquisition or disposal of municipal (D) (Omitted) intangible assets, their right-of-use government (E) For acquisition or disposal of assets, or membership certificates with agencies, the membership certificates or other value amounting to 20% of the regulator intangible assets with value amounting to company's paid-in capital or over NT$300 exempts the need 20% of the company's paid-in capital or million, except cases involving trading for soliciting over NT$300 million, except cases with domestic government agencies, experts' opinions involving trading with government opinions of certified public accountants for such agencies, opinions of certified public on the reasonableness of trading prices transactions. The accounts on the reasonableness of should be solicited beforehand. exception, trading prices should be solicited Evaluation by CPAs should be carried out however, doesn't beforehand. Evaluation by CPAs should according to the auditing criteria No. 20 include foreign be carried out according to the auditing publicized by the Accounting Research government criteria No. 20 publicized by the and Development Foundation of Taiwan. agencies, due to Accounting Research and Development (F) (Omitted) vagueness of Foundation of Taiwan. (G) Except reference to professional related (F) (Omitted) appraisal and the opinions of certified regulations and (G) Except reference to professional public accountant and other experts, in price-negotiation appraisal and the opinions of certified acquisition or disposal of assets by the mechanism. public accountant and other experts, in Company prices should be set according acquisition or disposal of assets by the to the following methods: Company prices should be set according 1~2 (Omitted) to the following methods: 3. In acquisition or disposal of 1~2 (Omitted) membership certificates, take into 3. In acquisition or disposal of account possible benefits and recent membership certificates, take into transaction prices as basis for price account possible benefits and recent negotiation; in acquisition or disposal of transaction prices as basis for price intangible assets or their right-of-use negotiation; in acquisition of disposal of assets, including patent right, copyright, intangible assets, including patent right, trade-mark ownership, franchise, copyright, trade-mark ownership, consider international or market franchise, consider international or practices, length of usage period, and the market practices, length of usage period, effect on the Company's technology and and the effect on the Company's business as the basis for price technology and business as the basis for negotiation. price negotiation. 4. In acquisition or disposal of real estate, 4. In acquisition or disposal of real estate equipment, or their right-of-use assets, and equipment, refer to refer to government-assessed land value, government-assessed land value, appraised current value, and transaction appraised current value, and transaction prices of nearby real estate or book prices of nearby real estate or book value, and quotes by suppliers as the

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Current Provision	Revision Proposed	Remark
value, and quotes by suppliers as the basis for price negotiation. For purchase of real estate from stakeholders, make imputation according to article 7 of the handling procedure to evaluate whether the proposed transaction price is reasonable. (following paragraphs Omitted)	basis for price negotiation. For purchase of real estateor their right-of-use assets from stakeholders, make imputation according to article 7 of the handling procedure to evaluate whether the proposed transaction price is reasonable. (the following paragraphs Omitted)
Article 5 Quota for investment in real estate and securities unrelated to the Company's business (A) Total value of real estate acquired by the Company not for business usage shall not exceed 50% of the shareholders' equity; in the case of securities, total value of investment not for business usage shall not exceed 150% of shareholders' equity. Value of investment in a specific security not for business usage is capped at 30% of shareholders' equity, except cases with approval by shareholders' meeting. (B) Quota forinvestments by subsidiaries are subject to the following restrictions: 1. For subsidiaries not dedicated to investment business, total value of purchasein real estate not for business usage shall not exceed paid-in capital or 50% of shareholders' equity, whichever is higher. The ceiling is set at paid-in capital or 150% of shareholders' equity, whichever is higher, forpurchasein securities and paid-in capital or 50% of shareholders' equity, whichever higher, for investment in a specific security. 2. For subsidies dedicated to investment business, total value ofpurchasein real estate not for business usage shall not exceed 50% of total assets and the ceiling is set at 100% of total assets for investmentin securities and 100% for a specific security. 3. Forinvestmentsexceeding the said quotas, subsidiaries can submit the cases to the Company's board of directors for acknowledgment.	Article 5 Quota foracquisitionin real estateor right-of-use assets and securities not for businessusage (A) Total value of real estateor right-of-use assets acquired by the Company not for business usage shall not exceed 50% of the shareholders' equity; in the case of securities, total value of investment shall not exceed 150% of shareholders' equity. Value of investment in a specific security is capped at 30% of shareholders' equity, except cases with approval by shareholders' meeting. (B) Quota foracquisition by subsidiaries are subject to the following restrictions: 1. For subsidiaries not dedicated to investment business, total value of acquisitionin real estateor right-of-use assets not for business usage shall not exceed paid-in capital or 50% of shareholders' equity, whichever is higher. The ceiling is set at paid-in capital or 150% of shareholders' equity, whichever is higher, foracquisitionin securities and paid-in capital or 50% of shareholders' equity, whichever higher, foracquisition in a specific security. 2. For subsidies dedicated to investment business, total value ofacquisitionin real estateor right-of-use assets not for business usage shall not exceed 50% of total assets and the ceiling is set at 100% of total assets foracquisitionin securities and 100% for a specific security. 3. Foracquisitionexceeding the said quotas, subsidiaries can submit the cases to the Company's board of directors for acknowledgment.	Revision made, in line with IFRS (International Financial Reporting Standard) 16 Leases and revision of local legislations by the regulator.
Article 6 Procedure for appraisal of assets For acquisition or disposal of real estate orequipment, except cases of transaction with government agencies, commissioned construction on own land, commissioned construction on leased land, or acquisition or disposal of business-related equipment, appraisal report by professionals shall be secured beforehand for cases with transaction value exceeding 20% of the Company's paid-in capital or NT$300 million, on top of compliance with the following regulations: (A) Transactions at restrictive price,	Article 6 Procedure for appraisal of assets For acquisition or disposal of real estate, equipment,or right-of-use assets, except cases of transaction withdomestic government agencies, commissioned construction on own land, commissioned construction on leased land, or acquisition or disposal of business-related equipmentor right-of-use assets, appraisal report by professionals shall be secured beforehand for cases with transaction value exceeding 20% of the Company's paid-in capital or NT$300 million, on top of compliance with the following	1. Incorporation of usage-right assets, in line with IFRS (International Financial Reporting Standard) 16 Leases and revision of local legislations by the regulator 2. Given low likelihood for price manipulation in transactions with central and

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Current Provision	Revision Proposed	Remark
specific price, or price with specific price as reference for special reasons must be submitted to the board of directors for approval and thesame procedure must be followed, in case transaction conditions are changedin the future. (B)~(D) (Omitted)	regulations: (A) Transactions at restrictive price, specific price, or price with specific price as reference for special reasons must be submitted to the board of directors for approval and the same procedure must be followed, in case transaction conditions arechanged subsequently. (B)~(D) (Omitted)	municipal government agencies, the regulator exempts the need for soliciting experts' opinions for such transactions. The exception, however, doesn't include foreign government agencies, due to vagueness of related regulations and price-negotiation mechanism.
Article 7 Trading with stakeholders (A) (Omitted) (B) Procedure for resolution Except trading in government bonds, bonds with repurchase or reverse repurchase agreement, subscription to or redemption of money funds issued by domestic investment trust companies, for transactions with stakeholders, including acquisition or disposal of real estate or acquisition or disposal of non-realty assets with value reaching 20% of the Company's paid-in capital, 10% of total assets, or NT$300 million or higher, the unit for executing the deals should submit the following data to the board of directors for approvaland to supervisors for acknowledgment before signing trading contract and making payment: 1.~2. (Omitted) 3. For acquisition of real estate from stakeholders, provide related data on evaluation of the reasonableness of the planned trading conditions, according to item 3 and 4 of the article. 4~7 (Omitted) The aforementioned trading value should be calculated according to item 2 of article 10. The said one year period is the one year prior to the date for the occurrence of trading. Cases having secured approval by the board of directorsand acknowledgment by supervisors according to the handling procedure are excluded from the calculation. For the trading less than NT$300 million in value involvingacquisition or disposal of equipment for business usage between the companyor the parent company of the company and subsidiaries, the chairman is authorized by the board of directors to make decision before submitting to the next	Article 7 Trading with stakeholders (A) (Omitted) (B) Procedure for resolution Except trading indomesticgovernment bonds, bonds with repurchase or reverse repurchase agreement, subscription to or redemption of money funds issued by domestic investment trust companies, for transactions with stakeholders, including acquisition or disposal of real estateor right-of-use assets or acquisition or disposal of non-realty assets with value reaching 20% of the Company's paid-in capital, 10% of total assets, or NT$300 million or higher, the unit for executing the deals should submit the following data to theAudit committee for endorsement and board of directors for approval and to supervisors for acknowledgment before signing trading contract and making payment: 1.~2. (Omitted) 3. For acquisition of real estateor right-of-use assets from stakeholders, provide related data on evaluation of the reasonableness of the planned trading conditions, according to item 3 and 4 of the article. 4~7 (Omitted) The aforementioned trading value should be calculated according to item 2 of article 10. The said one year period is the one year prior to the date for the occurrence of trading. Cases having secured endorsement by the Audit committee and approval by the board of directors according to the handling procedure are excluded from the calculation. For the trading less than NT$300 million in value involving acquisition or disposal of equipment for business usage between the company,、the parent company or the company and	1. Inclusion of right-of-use assets the coverage of the article, in line with IFRS (International Financial Reporting Standard) 16 Leases and revision of local legislations by the regulator; 2. Trading in the nation's central and municipal government bonds need not be submitted to the board of directors for approval, given their definite credit standing, plus accessibility of such information, in contrast to the varied credit standing of foreign government bonds. 3. The chairman is authorized to decide trading for acquisition or disposal of equipment for business usage between public company and its parent company,
	company

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	Current Provision		Revision Proposed	Remark
	meeting of the board of directors for acknowledgement. In case independent directors are instituted, their opinions should be taken into account fully when cases are submitted to the board of directors for discussion according to the aforementioned regulations. Opinions of reservation of opposition of independent directors should be recorded in the minutes of the meeting of the board of directors. In case the Audit committee is instituted, the aforementioned casesneeding acknowledgement by supervisors should be endorsed by over a half of all the members of the committee before being submitted to the board of directors for approval. Cases failing to gain endorsement by over half of Audit committee members need support by over two thirds of all the directors and the resolution of the Audit committee should be recorded in the minute of the meeting of the board of directors. All the Audit committee members and all the directors, as aforementioned, refer to all the incumbents. (C) Evaluation of the reasonableness of trading conditions 1. For acquisition of real estate by the Company from stakeholders, evaluation of the reasonableness of the trading conditions should be made according to the following methods, in addition to securing the review and opinions of certified public accountant. (1)~(2) (Omitted) (3) For combined purchase of the same land and house, trading cost for the land and house shall be evaluated respectively, according to any method listed in (1) and (2). 2. Acquisition of real estate by the Company from stakeholders with one of the following situations should be carried out according to item 2 of the article: (1) real estate acquired by stakeholder via inheritance or gift; (2) the period between acquisition of the real estate by stakeholder and the date of trading contract exceeds five years; (3) (Omitted) (D) When the imputed trading cost is lower than the transaction price, the following measures should be carried out: When the trading cost evaluated according to the aforementioned regulation is lower than transaction price, measure must be carried according to the		subsidiaries, or between subsidiaries 100% owned by the Company,the chairman is authorized by the board of directors to make decision before submitting to the next meeting of the board of directors for acknowledgement: 1. acquisition or disposal of equipment or right-of-use assets for business usage. 2, acquisition or disposal of real estate right-of-use assets for business usage. When cases are submitted to the board of directors for discussion according to the aforementioned regulations, the opinions of independent directors should be taken into account fully. Opinions of reservation of opposition of independent directors should be recorded in the minutes of the meeting of the board of directors. Cases forward to the Audit committee for review according to the aforementioned regulation should be endorsed by over a half of all the members of the committee before being submitted to the board of directors for approval. Cases failing to gain endorsement by over half of Audit committee members need support by over two thirds of all the directors and the resolution of the Audit committee should be recorded in the minute of the meeting of the board of directors. All the Audit committee members and all the directors, as aforementioned, refer to all the incumbents. (C) Evaluation of the reasonableness of trading conditions 1. For acquisition of real estate byor right-of-use assets by the Company from stakeholders, evaluation of the reasonableness of the trading conditions should be made according to the following methods, in addition to securing the review and opinions of certified public accountant: (1)~(2) (Omitted) (3) For combined purchaseor lease of the same land and house, trading cost for the land and house shall be evaluated respectively, according to any method listed in (1) and (2) 2. Acquisition of real estateor right-of-use assets by the Company from stakeholders with one of the following situations should be carried out according to item 2 of the article: (1) real estateor right-of-use assets acquired by stakeholder via inheritance or gift; (2) the period between acquisition of the real estate or right-of-use assets by	between public company and its subsidiaries, or between its 100% owned, directly or indirectly, subsidiaries, due to the need of collective purchase or lease of equipment for business usage before transfer of transaction or lease of division of lease, for the sake of overall business planning, plus involvement of lower trading risk. Such transactions are also exempt from the requirement of evaluating and proving the reasonableness of transaction prices for acquisition or lease of real estate, as well as the requirement of appropriating special reserve. 4. In line with the practice of realty lease, such as for factory building, relax the requirement of using lease cases involving non-stakeholders in neighboring area within recent one year as the basis in imputing or inferring the reasonableness of transaction prices. 5. Revision made, in line with the institution of the Audit Committee by the Company, substituting for supervisors.

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Current Provision Revision Proposed Remark regulation of item 5, except causes stakeholder and the date of trading resulting from the following situations, contract exceeds five years; with objective proofs and opinions of (3) (Omitted) professional realty appraiser and public (4) Trading for acquisition of realty certified accountant supporting the right-of-use assets for business usage reasonableness of the trading cost: between the company and the parent 1. Construction built on vacant lot of company of the company and leased lot by stakeholder which meet one subsidiaries, or between subsidiaries of the following conditions with proof: 100% owned by the Company, in terms of - (1) (Omitted) issued shares of paid in capital. (2) Transactions involving (D) When the imputed trading cost is non-stakeholders for other floors in the lower than the transaction price, the same construction or transactions for following measures should be carried realty in neighboring area within recent out: one year with similar space and trading When the trading cost evaluated conditions evaluated to be reasonable according to the aforementioned according to the convention of realty regulation is lower than transaction price, transactions; measure must be carried according to the (3) Cases of lease involving regulation of item 5, except causes non-stakeholders for other floors in the resulting from the following situations, same construction within recent one year with objective proofs and opinions of with trading conditions evaluated to be professional realty appraiser and public reasonable according to the convention certified accountant supporting the of realty lease. reasonableness of the trading cost: 2. The company proves that trading 1. Construction built on vacant lot of conditions for its purchase of real estate leased lot by stakeholder which meet one from stakeholders are similar to trading of the following conditions with proof: conditions for transactions for realty with (1) (Omitted) similar space in neighboring involving (2) Transactions involving non-stakeholders within recent on year. non-stakeholders for other floors in the The aforementioned transactions in same construction or transactions for neighboring area refers in principle to realty in neighboring area within recent transactions in the same or neighboring one year with similar space and trading block within a radius of 500 meters or conditions evaluated to be reasonable with similar government assessed land according to the convention of realty or value. Similar space means in principle lease transactions; similar transactions involving The original item (3) is removed non-stakeholder with space no less than 2. The company proves that trading 50% of the transaction target. The said conditions for its purchase or lease of recent one year refers to one year prior real estate right-of-use assets from to the date for the acquisition of the stakeholders are similar to trading realty conditions for similar transactions for (E) For acquisition of real estate from realty with similar space in neighboring stakeholders by the Company, the involving non-stakeholders within recent following measures should be carried out on year. if trading cost is lower than transaction The aforementioned transactions in price as shown by the evaluation neighboring area refers in principle to conducted according to (C) and (D) of the transactions in the same or neighboring article: block within a radius of 500 meters or 1. Appropriate special reserve for the with similar government assessed land difference between transaction price and value. Similar space means in principle evaluated cost of real estate, which similar transactions involving cannot be paid out or used in capital non-stakeholder with space no less than increment, according to 50% of the transaction target. The said Article41-1 of the Securities and recent one year refers to one year prior Exchange Act. For investment by public to the date for the acquisition of the company in the Company according to realty or right-of-use assets. the evaluation of equity method, special (E) For acquisition of real estate or reserve should also be appropriated right-of-use assets from stakeholders by according to article 41-1 of the Securities the Company, the following measures and Exchange Act. should be carried out if trading cost is

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	Current Provision		Revision Proposed	Remark
	The special reserve shall not be utilized until falling-price loss has been recognized for the assets purchased at high prices, or the assets have been disposed, or compensated properly, or restored to original state, or proofs have been presented confirming absence of unreasonableness and endorsed by the Financial Supervisory Commission. 2.Supervisors shall make arrangement, according to article 218 of the Company Act. 3. Handling situation according to 1 and 2 shall be submitted to Shareholders’ Meeting and detailed contents of the transaction shall be disclosed in annual report and prospectus. Acquisition of real estate by the Company from stakeholder found with proof to be at odds with business convention should be handled according to the regulation of the item.		lower than transaction price as shown by the evaluation conducted according to (C) and (D) of the article: 1. Appropriate special reserve for the difference between transaction price and evaluated cost of real estateor right-of-use assets, which cannot be paid out or used in capital increment, according to Article41-1 of the Securities and Exchange Act. For investment by public company in the Company according to the evaluation of equity method, special reserve should also be appropriated according to article 41-1 of the Securities and Exchange Act. The special reserve shall not be utilized until falling-price loss has been recognized for the assets purchasedor leased at high prices, or the assets have been disposed,、lease terminated or compensated properly, or restored to original state, or proofs have been unreasonableness and endorsed by the Financial Supervisory Commission. 2.The independent directors in the Audit committee shall make arrangement, according to article 218 of the Company Act. 3. Handling situation according to 1 and 2 shall be submitted to Shareholders’ Meeting and detailed contents of the transaction shall be disclosed in annual report and prospectus. Acquisition of real estateor right-of-use assets by the Company from stakeholder found with proof to be at odds with business convention should be handled according to the regulation of the item.
	Article 8 Control of trading in derivatives (A) Principles and direction of trading 1.~2. (Omitted) 3. Division of authority (1) Omitted (2) Confirmation and settlement officer: Non-trading staffers of the financial department are in charge, separately, of confirmation of and fund maneuvering for, as well as delivery for, trading in derivatives. (3) (Omitted) (4) Ceiling for the sum of contracts and loss value: (1) Sum of contracts a. risk-hedging trading Risk-hedging trading is cappedat the net positionof forex or liabilities following consolidation of assets and liabilities (including forecast net position in the future. b. (Omitted) (2)~(3) (Omitted) 5. (Omitted)		Article 8 Control of trading in derivatives (A) Principles and direction of trading 1.~2. (Omitted) 3. Division of authority (1) Omitted (2) Confirmation and settlement officer: Non-trading staffers of the financial department are in charge, separately, of confirmation of and fund maneuvering for, as well as delivery for, trading in derivatives. (3) (Omitted) (4) Ceiling for the sum of contracts and loss value: (1) Sum of contracts a. risk-hedging trading Risk-hedging trading is cappedat the net position of forex risk for liabilities of assets (including forecast net position in the future)and the position of liabilities. b. (Omitted) (2)~(3) (Omitted) 5. (Omitted) (B) (Omitted)	1. Revision made, in line of status of the appointment of deputies for settlement officers; 2. Change of some wording to make meaning clear; 3. Revision made, in line with the change that the company has gone public and instituted independent directors and Audit committee, in place of supervisors.

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	Current Provision		Revision Proposed	Remark
	(B) (Omitted) (C) Internal auditing system: 1. Internal auditing system: The company's in-house auditors should periodically look into the propriety of the internal control for trading in derivatives and conduct monthly auditing of the compliance of the trading department in the operating procedure for trading in derivate with the regulation for production of auditing report. Major irregularities, if discovered, should be reported to the chairman and ranking manager designated by the board of directors before notifyingsupervisorsin written form. 2.After going public,the company should deliver the aforementioned auditing report and improvement on irregularities to the Financial Supervisory Commission for reference, according to "Regulations Governing Establishment of Internal Control Systems by Public Companies." (D) Periodic evaluation method and handling of irregularities: 1.~2. (Omitted) 3. General manager or ranking manager authorized by the board of directors should manage trading in derivatives according to the following principles: (1) (Omitted) (2) Supervise trading and benefit/loss and adopt necessary countermeasures upon discovery of irregularities and report them to the board of directors immediately.Independent directors, if instituted, should attend the meeting of the board of directors and express opinions. (4)~(5) (Omitted)		(C) Internal auditing system: 1. Internal auditing system: The company's in-house auditors should periodically look into the propriety of the internal control for trading in derivatives and conduct monthly auditing of the compliance of the trading department in the operating procedure for trading in derivate with the regulation for production of auditing report. Major irregularities, if discovered, should be reported to the chairman and ranking manager designated by the board of directors before notifying theAudit committee in written form. 2. The company should deliver the aforementioned auditing report and improvement on irregularities to the Financial Supervisory Commission for reference, according to "Regulations Governing Establishment of Internal Control Systems by Public Companies." (D) Periodic evaluation method and handling of irregularities: 1.~2. (Omitted) 3. General manager or ranking manager authorized by the board of directors should manage trading in derivatives according to the following principles: (1) (Omitted) (2) Supervise trading and benefit/loss and adopt necessary countermeasures upon discovery of irregularities and report them to the board of directors immediately. Independent directors should attend the meeting of the board of directors and express opinions. (4)~(5) (Omitted)
	Article 10 Publication of declaration procedure (A) For acquisition or disposal of assets with the following situations, the Company shall publicize declaration for related information, with required format and contents according to its nature, on the website designated by the Financial Supervisory Commission within two days from the date for the occurrence of the move: 1. Acquisition or disposal of real estate from stakeholders or acquisition or disposal of non-realty assets from stakeholders with trading value amounting to more than 20% of paid-in capital, or 10% of assets, or NT$300 million, except trading in government bonds, bonds with repurchase agreement or reverse repurchase agreement, subscription to or redemption of money funds issued by domestic securities investment trust companies. 2. ~3. (Omitted) 4. Acquisition or disposal ofkinds of assetsfor business usage from non-stakeholders with trading value		Article 10 Publication of declaration procedure (A) For acquisition or disposal of assets with the following situations, the Company shall publicize declaration for related information, with required format and contents according to its nature, on the website designated by the Financial Supervisory Commission within two days from the date for the occurrence of the move: 1. Acquisition or disposal of real estateor right-of-use assets from stakeholders or acquisition or disposal of non-realty assetsor right-of-use assets from stakeholders with trading value amounting to more than 20% of paid-in capital, or 10% of assets, or NT$300 million, except trading indomestic government bonds, bonds with repurchase agreement or reverse repurchase agreement, subscription to or redemption of money funds issued by domestic securities investment trust companies. 2. ~3. (Omitted) 4. Acquisition or disposal of equipment	1. Inclusion of right-of-use assets in the coverage of the article, in line with IFRS (International Financial Reporting Standard) 16 Leases; 2. Trading in the nation's central and municipal government bonds need not be submitted to the board of directors for approval, given their definite credit standing, plus accessibility of such information, in contrast to the varied credit

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	Current Provision		Revision Proposed	Remark
	meeting one of the following conditions: (1)~(2) (Omitted) 5. Acquisition of real estate by the Company with investment expected to exceed NT$500 million via commissioned construction on own lot, commissioned construction on leased lot, joint construction with allocation of completed works, joint construction with allocation of proceeds, joint construction with separate sales. 6. Trading in assets or investment in mainland China except item-5 cases with value exceeding 20% of the Company's paid-in capital or NT$300 million, except the following conditions: (1) Trading in government bonds. (2) Trading by professional investors in securities at domestic or overseas exchanges or business sites of securities firms, or common corporate bonds floated on the domestic primary market or common financial bounds without share right. (3) Trading in bonds with repurchase agreement or reverse repurchase agreement and subscription to or redemption of money funds issued by domestic securities investment companies. (B) Trading value mentioned in item 1 is calculated via the following methods: 1. ~2. (Omitted) 3. Accumulated value for acquisition or disposal (calculated separately) of real estate within one year for the same development project. 4. (Omitted) (The following Omitted)		or right-of-use assets for business usage from non-stakeholders with trading value meeting one of the following conditions: (1)~(2) (Omitted) 5. Acquisition of real estate by the Company from non-stakeholders with investment expected to exceed NT$500 million via commissioned construction on own lot, commissioned construction on leased lot, joint construction with allocation of completed works, joint construction with allocation of proceeds, joint construction with separate sales. 6. Trading in assets or investment in mainland China except item-5 cases with value exceeding 20% of the Company's paid-in capital or NT$300 million, except the following conditions: (1) Trading indomestic government bonds. (2) Trading by professional investors in securities at domestic or overseas exchanges or business sites of securities firms, or common corporate bonds floated on the domestic primary market or common financial bounds without share right. (3) Trading in bonds with repurchase agreement or reverse repurchase agreement and subscription to or redemption of money funds issued by domestic securities investment companies. (B) Trading value mentioned in item 1 is calculated via the following methods: 1. ~2. (Omitted) 3. Accumulated value for acquisition or disposal (calculated separately) of real estateor right-of-use assets within one year for the same development project. 4. (Omitted) (The following Omitted)	standing of foreign government bonds. 3. Revision made, to give a clear guideline for trading with stakeholders and non-stakeholders.
	Article 11 Control and management for the acquisition or disposal of assets by subsidiaries (A) (Omitted) (B) The Company's subsidiaries shall report the Company by the8th every month trading in derivatives as of the end of the previous month, as well as acquisition or disposal of assets in the previous month and as of the end of the previous month by the12th every month. (C) The Company's subsidiaries, which are not public companies, shall notify the Company on the day for the acquisition or disposal of assets meeting the standard for public declaration for the latter to make public declaration on designated website, in line with regulation. The standard of20%of paid-in capital or 10% of total assets for the aforementioned public declaration by subsidiaries, as stipulated in article 10-1-5,refers to the Company's paid-in capital or assets.		Article 11 Control and management for the acquisition or disposal of assets by subsidiaries (A) (Omitted) (B) The Company's subsidiaries shall report the Company by theeighth every month trading in derivatives as of the end of the previous month, as well as acquisition or disposal of assets in the previous month and as of the end of the previous month by thetwelfth every month. (C) The Company's subsidiaries, which are not public companies, shall notify the Company on the day for the acquisition or disposal of assets meeting the standard for public declaration for the latter to make public declaration on designated website, in line with regulation. The standard of paid-in capital or total assets for the aforementioned public declaration by subsidiaries, as stipulated in article 10-1, refers to the Company's paid-in capital or assets.	Revision made, in line with change of the standard for public declaration by the regulator.

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	Current Provision		Revision Proposed	Remark
	Article 12 penalties For violation of the "Regulations Governing the Acquisition and Disposal of Assets by Public Companies," promulgated by the Financial Supervisory Commission, for the handling procedure, staffers in charge and managerial staffers will be subject to oral reprimand for the first time and written warning for the second time, followed by job transfer for repeat offense for major violations or mandatory attendance of training courses on internal-control system, when necessary, in addition to inclusion in the references for annual performance evaluation. Meanwhile, for violation of related regulations or shareholders' meeting by the board of directors or directors in performing their duties, supervisors shall notify them to stop the behaviors, according to article 218-2 of the Company Act.If the company has instituted the Audit committee, the aforementioned function shall be exercised by the committee.		Article 12 penalties For violation of the "Regulations Governing the Acquisition and Disposal of Assets by Public Companies," promulgated by the Financial Supervisory Commission, for the handling procedure, staffers in charge and managerial staffers will be subject to oral reprimand for the first time and written warning for the second time, followed by job transfer for repeat offense for major violations or mandatory attendance of training courses on internal-control system, when necessary, in addition to inclusion in the references for annual performance evaluation. Meanwhile, for violation of related regulations or shareholders' meeting by the board of directors or directors in performing their duties, the Audit committee shall notify them to stop the behaviors, according to article 218-2 of the Company Act.	Revision made, in line with the institution of the Audit committee by the Company, in place of supervisors
	Article 13 Other important items (A) Omitted (B) For acquisition by the Company of appraisal report or opinions of certified public accountants, attorneys at law, securities underwriters, such professional appraisers, certified public accountants, attorneys at law, or securities underwriterscannot be stakeholders of the trading party. (C) Following endorsementby the board of directors, the handling procedure shall be forwardedto supervisors and then submitted to shareholders' meeting for approval before implementation. Should there be contrary opinions by directors on record or in written form; data on such opinions should be forwarded to supervisors. In case independent directors have been instituted, their opinions should be taken into account fully by the board of directors when discussing the handling procedure and their contrary or reserved opinions, if any, should be recorded in the minute of the meeting. In case the Audit committee has been instituted and formulation or revision of the handling procedure fails to win the endorsement of over a half of the committee members, it will need agreement by over two thirds of the directors, with the resolution of the Audit committee to be recorded in the meeting of the board of directors. All the Audit committee members and all the directors, as aforementioned, refer to all the incumbents. (D) For acquisition or disposal of assets by the Company which needs approval by the board of directors according to the		Article 13 Other important items (A) Omitted (B) For acquisition by the Company of appraisal report or opinions of certified public accountants, attorneys at law, securities underwriters, such professional appraisers, certified public accountants, attorneys at law, or securities underwritershave to conform to the following regulations: 1. without sentence to over one year of imprisonment, for violation of the Securities and Exchange Act, the Company Act, the Banking Law, the Insurance Law, the Financial Holding Company Act, and the Business Entity Accounting Act, or the crimes of fraud, breach of trust, misappropriation, forgery, and other business-related crimes, unless the sentence has been served fully, or probation period has ended, or it has exceeded three years after amnesty. 2. not a stakeholder or a stakeholder in essence of the trading party. 3. in case more than two appraisal reports from different professional appraisers are required, the appraisers cannot have the relationship of stakeholders or stakeholders in essence. (C) Followingendorsement by over a half of all the Audit committee members and approval by the board of directors, the handling procedure shall be submitted to Shareholders' Meeting for ratification before implementation; the same procedure also applies to the revision of the handling procedure. Should there be contraryopinions bydirectors on record	1. Addition of negative conditions for professional appraisers and their staffers, certified public accountants, attorneys at law, or securities underwriters; 2. revisions made, in line with the institution by the Company of independent directors, in place of supervisors, and Audit committee; 3. Revision made, in line with the fact that the Company's stock is not stock without par value or with par value other than NT$10.

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Remark

Current Provision Revision Proposed Remark handling procedure or other legal or in written form; data on such opinions requirements, data on contrary opinions should be forwarded to the Audit of directors on record or in written form, committee. if any, should be forward to supervisors. The board of directors takes the opinions If the Company has instituted of independent directors into account independent directors, the board of fully when discussing the handling directors should take into account procedure and their contrary or reserved independent directors' opinions fully opinions, if any, should be recorded in when discussing the aforementioned the minute of the meeting. acquisition or disposal of assets, with In case the formulation or revision of the contrary or reserved opinions of handling procedure fails to win the independent directors, if any, to be endorsement of over a half of the Audit recorded in the minute of the meeting of committee members, it will need the board of directors. agreement by over two thirds of the If the Company has instituted Audit directors, with the resolution of the Audit committee, trading in major assets or committee to be recorded in the meeting derivatives needs endorsement by over of the board of directors. half of the Audit committee members All the Audit committee members and all before being submitted to the board of the directors, as aforementioned, refer to directors for approval. Otherwise, such all the incumbents. trading cases need agreement of over (D) For acquisition or disposal of assets two thirds of directors, with the by the Company which needs approval by resolution of the Audit committee to be the board of directors according to the recorded in the minute of the meeting of handling procedure or other legal the board of directors. requirements, data on contrary opinions All the Audit committee members and all of directors on record or in written form, the directors, as aforementioned, refer to if any, should be forward to the Audit all the incumbents. committee. (E) If the Company has instituted Audit The board of directors should take into committee, regulations on supervisors account independent directors' opinions stipulated in article 7-2, article 8-3-1, fully when discussing the aforementioned article 13-3 and -4 apply to Audit acquisition or disposal of assets, with committee members; regulation contrary or reserved opinions of stipulated in article 7-5-2 applies to independent directors, if any, to be independent directors who are members recorded in the minute of the meeting of of the Audit committee. the board of directors. (F) The reference to 10% of total assets in Trading in major assets or derivatives the handling procedure is calculated needs endorsement by over half of the according to the total value of assets Audit committee members before being included in the latest individual or submitted to the board of directors for separate financial statements, in line with approval. Otherwise, such trading cases "Regulations Governing the Preparation need agreement of over two thirds of of Financial Reports by Securities directors, with the resolution of the Audit Issuers." committee to be recorded in the minute (G) For stocks without par value or with of the meeting of the board of directors. par value other than NT$10, the All the Audit committee members and all - reference to 20% of paid in capital in the the directors, as aforementioned, refer to handling procedure is calculated all the incumbents. according to 10% of parent company's (the original item (E) is deleted) equity ownership. (E) The reference to 10% of total assets in the handling procedure is calculated according to the total value of assets included in the latest individual or separate financial statements, in line with "Regulations Governing the Preparation of Financial Reports by Securities Issuers." (the original item (G) is deleted) Article 14 Formulation and revision Article 14 Formulation and revision Addition of The handling procedure was approved The handling procedure was approved by revision date by shareholders' meeting on Sept. 25, shareholders' meeting on Sept. 25, 2009, 2009, with revisions passed by with revisions passed by shareholders' shareholders' meeting on June 13, 2012, meeting on June 13, 2012, June 21, 2013, June 21, 2013, June 16, 2014, and June June 16, 2014, June 27, 2017, and June 27, 2017. 27, 2019.

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Appendix 8

Details of the Duties subject to releasing directors and independent Directors from Non-competition

	from Non-competition
	As of 05/07/2019
Name	Current Position with Other Company
Uni-President Enterprises Corp. Representative Chih-Hsien Lo	Chairman of`：` Uni-President Enterprises corp., President Chain Store Corp., Ton Yi Industrial Corp., TTET Union Corp., Prince Housing & development Corp., Prince Corp., Prince Real Estate Co., President Natural Industrial Corp., Cheng-Shi Investment Holding Co., Times Square International Holding Co., Ltd., Time Square International Co., Ltd., Times Square International Stays Corp.,Kai Yu Investment Co., President Packaging Corp., Uni-President Dream Parks Corp., President Property Corp., President International Development Corp., Uni-President Cold Chain Corp., Presco Netmarketing Inc., Uni-OAO Travel Service Corp., Kai Nan Investment Co., Ltd., President Century Corp., Uni-President China Holdings Ltd., President Enterprises (China) Investment Co., Ltd., Tong Ren Corp., ZhangliaGang President Nissan Food Co., Uni-President (Philippines) Corp., Uni-President (Thailand) Ltd., Ltd., Uni-President (Vietnam) Co., Ltd., Vice Chairman of`：`President Nisshin Corp. Director of`：` President Baseball Team Corp., Nanlien International Corp., Tone Sang Construction Corp., Retail Support International Corp., Presicarre Corp., President Fair Development Corp., Uni-Wonder Corp., Uni-President Organics Corp., PK Venture Capital Corp., Uni-President Glass Industrial Co., Ltd., Kuang Chuan Dairy Co., Ltd., Kuang Chuan Foods Co., Ltd., Uni-President Development Corp., Tait Marketing & Distribution Co., Ltd., Weilih Food Corp., Keng Ting Enterprises Co., Ltd., Prince Property Management Consulting Co., Kao Chyuan Inv. Corp., PCS (BVI) Holdings Ltd., PCS (Labuan) Holdings Ltd., Cayman President Holdings Ltd., Kai Yu (BVI) Investment Co., Ltd., Uni-President Southeast Asia Holdings Ltd., President Packaging Holdings Ltd., PT., President Energy Development (Cayman Islands) Ltd. , Uni-President Asia Holdings Ltd., Uni- President International (HK) Co., Ltd., Hefei President Enterprises Co., Ltd., Zhenzhou President Enterprises Co., Ltd., Nanchang President Enterprises Co., Ltd., Guangzhou President Enterprises Co., Ltd., Fuzhou President Enterprises Co., Ltd., Shenyang President Enterprises Co., Ltd., Changsha President Enterprises Co., Ltd., Nanning President Enterprises Co., Ltd., Zhanjiang President Enterprises Co., Ltd., Chongqing President Enterprises Co., Ltd., Taizhou President Enterprises Co., Ltd., Changchun President Enterprises Co., Ltd., Baiyin President Enterprises Co., Ltd., Hainan President Enterprises Co., Ltd., Guiyang President Enterprises Co., Ltd., Jinan President Enterprises Co., Ltd., Hangzhou President Enterprises Co., Ltd., Xuzhou President Enterprises Co., Ltd., Henan President Enterprises Co., Ltd., Shaanxi President Enterprises Co., Ltd., Jiangsu President Enterprises Co., Ltd., Ningxia President Enterprises Co., Ltd., President Enterprises (Shanghai) Co., Ltd., Shanxi President Enterprises Co., Ltd., Uni-President Enterprises (Tianjin) Co., Ltd., Hunan President Enterprises Co., Ltd., Harbin President Enterprises Co., Ltd., Akesu President Enterprises Co., Ltd., President Enterprises (Inner Mongolia) Co., Ltd., Shijiazhuang President Enterprises Co., Ltd., Xinjiang President Enterprises Food Co., Ltd., Wuhan President Enterprises Food Co., Ltd., Kunshan President Enterprises Food Co., Ltd., Chengdu President Enterprises Food Co., Ltd., Kunming President Enterprises Food Co., Ltd., Beijing President Enterprises Drinks Co., Ltd., Uni-President Enterprises (Shanghai) Drink & Food Co., Ltd., Uni-Presodent Enterprises (Kunshan) Food Technology Co., Ltd.,

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Name	Current Position with Other Company
	President (Kunshan) Trading Co., Ltd., Uni-President Trading (Hubei) Co., Ltd., President (Shanghai) Trading Co., Ltd., Yantai Tongli Beverage Industries Co., Ltd., Bama President Mineral Water Co., Ltd., Wuxue Uni Mineral Water Co., Ltd., Wuyuan President Enterprises Mineral Water Co., Ltd., Changbaishan Mountain President Enterprises (Jilin) Mineral Water Co., Ltd., Champ Green Capital Limited, Champ Green (Shanghai) Consulting Co. Ltd., Uni-President (Shanghai) Pearly Century Co., Ltd., Uni-President Enterprise (Hutubi) Tomato Products Technology Co., Ltd., President of`：`Presco Netmarketing Inc.
Uni-President Enterprises Corp. Representative: Tsung-Ming Su	Chairman of： President Life Sciences Co., Ltd., Uni-President Development Corp., AndroSciences Corp. Tong Yu Investment Corp. Director of： Kai Yu Investment Co., Ltd., Grand Bills Finance Corp., President Fair Development Corp., President International Development Corp., Uni-President China Holdings Ltd. President Tokyo Corp., Uni-President Hong Kong Holdings Limited, President Chain Store Corp., Kai Nan Investment Co., President Property Corporation, Tong Yu Investment Corp., President (BVI) International Investment Holdings Ltd., President Energy Development (Cayman Islands) Ltd., President Life Sciences Cayman Co., Ltd., SPT International, Ltd., President Tokyo Auto Leasing Corp., Tong-Sheng Finance Leasing Co., Ltd., Tong Sheng (Suzhou) Car Rental Co., Ltd., Tanvex Biologics, Inc., CDIM & Partners Investment Holding Corp., Ltd., Xiang Lu Industrial Ltd., Independent Director of:Senao International Co., Ltd. Supervisor of： Presicarre Corp., Presco Netmarketing Inc., Uni-President Enterprises (China) Investment Co., Ltd. President of： President International Development Corp., President Property Corporation
Kao Chyuan Inv. Corp. Representative: Shiow-Ling Kao	Chairman of： Kao Chyuan Inv. Corp., President Being Corp., President Fair Development Corp., Uni-President Department Store Corp.`，`President Pharmaceutical Corp., President Drugstore Business Corp., Director of： Uni-President Enterprises Corp., President Chain Store Corp., Ton Yi Industrial Corp., Prince Housing &Development Corp., President International Development Corp., Uni-President Development Corp., Time Square International Co., Ltd., Times Square International Holding Co., Uni-Wonder Corp., President Century Corp., President (Shanghai) Health Product Trading Company Ltd., Beauty Wonder (Zhejiang)Trading Co., Ltd. President of：Kao Chyuan Inv. Corp.
Tainan Spinning Co., Ltd. Representative: Po-Ming Hou	Chairman of： Tainan Spinning Co., Ltd., Nan-Fan Housing Development Co., Ltd. Tainan Spinning Retail & Distribution Co., Ltd., Tainan Spinning Co., Ltd.(Vietnam) Vice Chairman of：Tainan Spinning Retail &Distribution Co., Ltd. Managing Director of：Nantex Industry Co., Ltd. Director of： South Neighbor International Co., Ltd. Prince Housing Development Corp., Uni-President Enterprises Corp., President International Trade & Investment Corp., Keng Ting EnterprisesCo., Ltd.,

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Name	Current Position with Other Company
Uni-President Enterprises Corp. Representative: Kun-Shun Tsai	Chairman of`：`Uni-President Oven Bakery Corp., Director of`：`Tung –Ren Pharmaceutical Corp.,
Uni-President Enterprises Corp. Representative: Tsung-Pin Wu	Chairman of： Tung –Ren Pharmaceutical Corp., President Assets Management Co., Ltd. Director of： President Chain Store Corp., Prince Housing &Development Corp., Prince Real Estate Co., Ltd., Cheng-Shi Investment Holding Co., Times Square International Holding Co., Ltd., Time Square International Co., Ltd., Tone Sang Construction Corp., Kai Nan Investment Co., Kuang Chuan Dairy Co., Ltd., Kuang Chuan Foods Co, Ltd., Tong Yu Investment Corp., Uni-President Hong Kong Holdings Limited, President International Trade & Investment Corp., Uni-President (Vietnam) Co., Ltd. Supervisor of： President Baseball Team Corp., Nanlien International Corp., President Entertainment Corp., President Kikkoman Inc., Kai Yu Investment Co., Ltd., President International Development Corp., President Century Corp., President Property Corporation, President Life Sciences Co., Ltd., Times Square International Stays Corp., Mean Da Enterprise Co., Ltd., Kunshan President Kikkoman Biotechnology Co., Ltd., President Kikkoman Zhenji Foods Co.,Ltd.
Uni-President Enterprises Corp. Representative: Jia-Horng Guo	Vice Chairman of`：`Taishin Securities Co., Ltd. Independent Director of`：` Partner Tech Corp., Global Brands Manufacture Ltd. Supervisor of :Standard Motor Corp.
President International Development Corp. Representative: Chiou-Ru Shih	Director of： Kang Na Hsiung Enterprise Co.,Ltd. SyNergy ScienTech Corp., President Life Sciences Co., Ltd. Outlook Investment Pte Ltd. , President Life Sciences Cayman Co., Ltd. , Taiwan Branch Allianz Pharmascience Ltd., Helios Bioelectronics Inc., Grand Bills Finance Corp., IMQ Technology Inc., Dabomb Protein Corp. Vice President of`：`President International Development Corp.
National Development Fund, Executive Yuan	Director of`：` Taiwan Flower Biotechnology Co., Ltd., United Biomedical Inc. (Asia), TaiGen Biopharmaceuticals Holdings Ltd., PharmaEssentia Corp.,PharmaEngine Inc.,`，`TaiAn Technologies Corp., Mycenax Biotech Inc.,TaiMed Biologics Inc.,EirGenix Inc.,MetaTech Inc.
National Development Fund, Executive Yuan Representative: Ming-Chuan Hsieh	Director of`：` Harbinger VI Venture Capital Corp., Harbinger VII Venture Capital Corp., Independent Director of`：`Uni Pharma Co., Ltd Supervisor of`：`Han Tong Investment Inc. Remuneration Committee member of`：`PharmaEssentia Corp.
Taiwan Sugar Corp.	Taiwan Sugar Corp. Director`：` United Biomedical Inc.(Asia),TaiGen Biopharmaceuticals Holdings Ltd.
Taiwan Sugar Corp. Representative: Kuo-Hsi Wang	Vice President of`：`Taiwan Sugar Corporation Director of`：`TaiGen biotechnology Co., Ltd.
Wei-Te Ho	Independent Director of：Tainan Spinning Co., Ltd.
Wen-Chang Chang	Chairman of：Taipei Medical University Independent Director of：Universal Cement Corporation

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AI assistant

SPT — AGM Information 2019

51922_rns_2019-07-16_a0886e8c-c5d9-4298-9367-3c86dde81ed3.pdf

ScinoPharm Taiwan, Ltd. 2019 Annual General Shareholders’ Meeting Minutes (Translation)

A. Chairperson’s address (omitted)

B. Report Items

C. Ratification Items

D. Discussion Items

Voting Result –

E. Extemporary motions

F. Meeting adjourned

Appendix 1

Letter to Shareholders

Dear Shareholders:

Working toward the goal of becoming a full-scale pharmaceutical company

Strengthening internal control and accelerates the strategic deployment

Mastering the competitive advantages of ScinoPharm (Changshu) and actively seeking international strategic partners

Inheriting high standards of quality management and setting off to realize the corporate philosophy of pursuing excellence

Pursuing for excellence and emphasizing the professional management attitude

Appendix 2

Audit Committee’s Review Report

REPORT OF INDEPENDENT ACCOUNTANTS TRANSLATED FROM CHINESE

Opinion

Basis for opinion

Key audit matters

Cutoff of export revenue

Description

How our audits addressed the matter

Inventory valuation

Description

How our audits addressed the matter

Responsibilities of management and those charged with governance for the parent company only financial statements

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

SCINOPHARM TAIWAN, LTD.

PARENT COMPANY ONLY BALANCE SHEETS

SCINOPHARM TAIWAN, LTD.

PARENT COMPANY ONLY BALANCE SHEETS

SCINOPHARM TAIWAN, LTD.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME

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

SCINOPHARM TAIWAN, LTD.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

SCINOPHARM TAIWAN, LTD.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

Appendix 4

Opinion

Basis for opinion

Key audit matters

Cutoff of export revenue from Taiwan

Description

How our audits addressed the matter

Inventory valuation

Description

How our audits addressed the matter

Other matter – Parent company only financial reports

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

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

SCINOPHARM TAIWAN, LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

SCINOPHARM TAIWAN, LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

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

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

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

Appendix 5

ScinoPharm Taiwan, Ltd. Earnings Distribution Plan for Fiscal Year Ended December 31, 2018

ScinoPharm Taiwan, Ltd. Proposed Revision of the Articles of Incorporation

ScinoPharm Taiwan, Ltd. Proposed Revision of the Procedures for Acquisition and Disposal of Assets

Appendix 8

More from SPT

SPT AGM Information 2019

`SCINOPHARM TAIWAN, LTD.`

`PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME`

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

`SCINOPHARM TAIWAN, LTD.`

`PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS`

`SCINOPHARM TAIWAN, LTD.`

`PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS`

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

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

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