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SPT AGM Information 2022

Jun 17, 2022

51922_rns_2022-06-17_8f05b381-a99d-49d5-8471-9adcb3ed73f2.pdf

AGM Information

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ScinoPharm Taiwan, Ltd.

2022 Annual General Shareholders’ Meeting Minutes

(Translation)

Time and Date: 10:00a.m., Monday, May 30, 2022

Place: ScinoPharm Taiwan, Ltd. (Corporate location)

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

Convene Format: Physical Shareholders’ Meeting

Attendants: All shareholders and their proxy holders, representing 604,743,441 shares (among them 523,109,302 shares voted via electronic transmission), or 76.47% of the total 790,739,222 outstanding shares.

Chairperson: Chih-Hsien Lo Recorder: Jane Liu

Directors Present: Chairman Chih-Hsien Lo 、

Lewis Lee (independent director- Chairman of the Audit committee)

、 、 、 、 Directors Attended Online: Tsung-Ming Su Po-Ming Hou Tsung-Pin Wu Chin-Yuan Cheng

Jia-Horng Guo 、 Fu-Jung Lai 、 Ming-Chuan Hsieh 、 Ya-Po Yang 、 Kuo-Hsi Wang 、 Chiou-Ru Shih 、 Wen-Chang Chang (independent director) 、 Li-Tzong Chen (independent director)

Attendees: Li-An Lu (President & CEO of ScinoPharm Taiwan, Ltd.)

Yung-Chih Lin (CPA), Albert Fang (Attorney)

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

A. Chairman’s Address (omitted)

B. Report Items

  • (1) 2021 Business Report.

Explanation: The business report for 2021 is attached as Appendix 1.

  • (2) Audit Committee’s Review Report on 2021 Financial Results.

Explanation: The Audit Committee Review Report is attached as Appendix 2.

  • (3) 2021 Remuneration for Employees and Directors.

Explanation:

  • a. The remuneration distribution for employees and directors on 2021 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 employees’ compensation, and no more than two percent of surpluses should be set aside for directors’ compensation…”.

  • b. According to the Articles of Incorporation, the employees’ compensation for 2021 was NT$30,226,393, making up 8.91% of the year’s profits; directors’ compensation was NT$6,730,200, making up 1.98% of the year’s profits; all compensation was distributed in cash. The aforementioned amounts differed from accrued amounts by 0 for both employees’ remuneration and directors’ remuneration. 

- 1 -

C. Ratification Items

  • (1) Ratification of 2021 Business Report and Financial Statements. (Proposed by the Board) Explanation:

  • a. The Parent and Consolidated Financial Statements for 2021 of the Company as adopted by the February 25, 2022 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 Committee’s Review 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: 604,743,441

VotingResults* VotingResults* VotingResults* %of the total represented sharepresent %of the total represented sharepresent
Votes in favor: 603,446,165 votes 99.79%
(521,920,533 votes)
Votes against: 190,089 votes 0.03%
(190,089 votes)
Abstained votes╱
No vote:		 1,107,187 votes 0.18%
(998,680 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 2021 Earnings. (Proposed by the Board) Explanation:

  • a. The 2021 Profit Allocation Proposal is attached as Appendix 5.

  • b. The Company’s distributable earnings for 2021 are NT$589,388,653. The cash dividend to be distributed is NT$0.48 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: 604,743,441

Voting Results* Voting Results* Voting Results* % of the total represented share present % of the total represented share present
Votes in favor: 603,356,465 votes 99.77%
(521,830,833 votes)
Votes against: 192,170 votes 0.03%
(192,170 votes)
Abstained votes╱
No vote:		 1,194,806 votes 0.20%
(1,086,299 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 -

D. Discussion Items

  • (1) Proposed Amendments to the Articles of Incorporation of the Company. (Proposed by the Board) Explanation:

  • a. According to the explanation letter of Taiwan Stock Exchange, No.1080024221, on Jan. 2, 2020, on revision of “Taiwan Stock Exchange Corporation Operation Directions for Compliance with the Establishment of Directors by TWSE Listed Companies and the Board’s Exercise of Powers” and the decree of the Ministry of Economic Affairs, No. 10802432410, Jan. 9, 2020, change the basis for the appropriation of legal reserves.

  • b. Based on the above regulations and in consideration of practical operation, revised the Articles of Incorporation.

  • c. Please refer to Appendix 6 of Contrast Table of Articles of Incorporation of the Company. Voting Result –

Shares represented at the time of voting: 604,743,441

VotingResults* VotingResults* VotingResults* %of the total represented sharepresent %of the total represented sharepresent
Votes in favor: 603,432,650 votes 99.78%
(521,907,018 votes)
Votes against: 202,385 votes 0.04%
(202,385 votes)
Abstained votes╱
No vote:		 1,108,406 votes 0.18%
(999,899 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 Amendments to the Operational Procedures for Loaning of Company Fund and Operational Procedures for Endorsements and guarantees of the Company. (Proposed by the Board)

  • Explanation:

  • a. According to decree of the Financial Supervisory Commission on March 7, 2019, No. 1080304826, on revision of "Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies," revise the company's "Operational Procedures for Loaning of Company Fund " and " Operational Procedures for Endorsements and guarantees of the Company".

  • b. Major revisions this time include contents, operating procedure, and resolution method for exercise of supervisor's duties by Audit Committee, flow for submission of report on improvement of audited flaws, and allowance for the company lending funds to foreign company for it the company owns 100% voting rights.

  • c. Please refer to Appendix 7 and Appendix 8 of Contrast Table.

Voting Result –

Shares represented at the time of voting: 604,743,441

VotingResults* VotingResults* VotingResults* %of the total represented sharepresent %of the total represented sharepresent
Votes in favor: 603,337,837 votes 99.77%
(521,812,205 votes)
Votes against: 208,298 votes 0.03%
(208,298 votes)
Abstained votes╱
No vote:		 1,197,306 votes 0.20%
(1,088,799 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 -

(3) Proposed Amendments to the Operational Procedures for Acquisition and Disposal of Assets of the Company. (Proposed by the Board)

Explanation:

  • a. According to decree of the Financial Supervisory Commission on Jan. 28, 2022, No. 1110380465, on revision of "Regulations Governing the Acquisition and Disposal of Assets by Public Companies," revise the company's "procedures handling acquisition or disposal of assets."

  • b. Major revisions include transactions with related parties exceeding a certain amount of value should be submitted to shareholders' meeting for approval, except those between parent company and subsidiary or between subsidiaries; reports produced by external experts should be handled according to self-discipline norms of relevant business associations, and transactions for foreign government bonds with crediting rating equal to or higher than Taiwan's sovereign rating doesn't need publication.

  • c. Please refer to Appendix 9 of Contrast Table.

  • Voting Result –

  • Shares represented at the time of voting: 604,743,441

VotingResults* VotingResults* VotingResults* %of the total represented sharepresent %of the total represented sharepresent
Votes in favor: 603,329,057 votes 99.77%
(521,803,425 votes)
Votes against: 205,753 votes 0.03%
(205,753 votes)
Abstained votes╱
No vote:		 1,208,631 votes 0.20%
(1,100,124 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.

(4) Proposed release the Directors (including Independent Directors) and their representatives from noncompetition 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 no damage to the interests of the Company).

  • c. Titles and job details of directors (including independent directors) and their representatives who will be exempting from non-compete competition prohibition as show in Appendix 10.

  • Voting Result –

  • Shares represented at the time of voting: 604,743,441

Voting Results* Voting Results* Voting Results* % of the total represented share present % of the total represented share present
Votes in favor: 603,308,401 votes 99.76%
(521,782,769 votes)
Votes against: 236,129 votes 0.04%
(236,129 votes)
Abstained votes╱
No vote:		 1,198,911 votes 0.20%
(1,090,404 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 
- 4 -

Appendix 1

ScinoPharm Taiwan, Ltd.

2021 Business Report

Since the outbreak of Covid-19 in 2020, the pandemic has shown no signs of slowing down, and the virus has mutated into different variants such as Delta and Omicron. This has not only impacted the economic, political and social situations of various countries, but has also driven various industries around the world to rapidly develop corresponding adaptability. The pandemic has brought about a crisis in the operation of the economic system and social structure, but it has also presented an opportunity for human society to rethink, challenge the accustomed way of operation that has been taken for granted, and think outside the box. For business operations, it is a crisis, but also an opportunity for breakthroughs.

Despite facing high uncertainty in the global market and the various impacts of Covid-19, ScinoPharm Taiwan made use of every minute in the past year, accelerated the deployment and strategy implementation at various phases, and continued to stabilize its overall business performance. Although operations have been hindered to some extent due to the impact of local pandemic prevention policies, ScinoPharm Taiwan has reduced the impact of global market turbulence and volatility through elasticity and flexible adaptability, so as to allow us to tide through the uncertainties in year 2021 with resilience and strive to accomplish our tasks and goals.

In summary, the company’s consolidated annual revenue in 2021 was NT$2.762 billion. The net profit aftertax was NT$243 million, and the earnings per share was NT$0.31. As of the end of 2021, the company’s paid-up capital was NT$7.907 billion, and shareholder’s equity was NT$10.511 billion, which accounted for approximately 90% of its total assets of NT$11.69 billion; long-term capital was 2.76 times the value of its fixed assets, with a current ratio of 10.73, maintaining a sound and healthy financial structure.

Reducing the impact of the market environment and stabilizing the original niche market

ScinoPharm Taiwan has been upholding the attitude of focusing on its core business and being prudent, as well as adhering to the company's strategy implementation. In order to maintain revenue and profit growth, the company continues to promote the extension of its business from APIs to preparations, gradually transforming and expanding its business scope. However, revenue growth has been sluggish in recent years, mainly due to external threats, such as pressure stemming from API prices and competition from the vertical integration of other companies, etc. At the same time, we will also explore in depth and reviewed the internal factors that need to be overcome, and accelerated our progress in enhancing the competitive advantage and market influence of our products by being more actively involved in product development and deconstructing and optimizing our overall cost structure.

Over the past 25 years, ScinoPharm’s strength lies in the production and manufacture of APIs. Its sophisticated and stable production and manufacturing system has gained recognition from all parties. API development and manufacture is not only the foundation of ScinoPharm, but also the driving force of its operation momentum. The company plans its production schedules in a systematic manner to optimize capacity utilization. It analyzes the market and customer needs to optimize the production processes of major core products, in conjunction with flexible scheduling and use of production equipment. The company also gives thought to the efficient utilization of resources, promotes customized production projects and shares the benefits of cost optimization with its customers, creating new opportunities for 

- 5 -

existing core API products, while enhancing the competitiveness of its customers in the sales market, bringing more diversified collaboration possibilities for each other.

Revitalizing existing competitive advantages and deepening CDMO

In addition to ScinoPharm’s own APIs and preparation products, contract development and manufacturing is also the mainstay of its business. Contract development and manufacturing organization (CDMO) will be of greater importance to the future development of the company. In the past, the company has been focusing on the synthesis of small molecules. Moving forward, the company will also be focusing on the development of peptides and nucleic acid drugs derived from peptides, as well as planning the reconstruction of existing production lines and expansion of equipment.

In terms of preparation business, the focus will be on complex preparations and developing products that require relatively high technical difficulty. In 2021, the company applied for TFDA inspection of the lyophilized injection line of the Injectable Plant, which passed the GMP and GDP compliance assessment for new plants. ScinoPharm has developed and outsourced a number of products that continue to contribute to revenue, and a number of injection products are also being developed. In addition, following the approval of injectable generic peptide products (pre-filled needles), the water for injection products developed and produced by the company has been approved under the U.S. abbreviated new drug application (ANDA) in April last year.

Strategic deployment gradually takes effect and development blueprint is being realized in order

The operation of ScinoPharm’s Changshu site is gradually on track. At present, a total of four products in collaboration with customers have obtained marketing approvals and commenced sales. The integration of the two plants in Tainan and Changshu is gradually demonstrating synergy, which will help create production advantages in API products of the company and exert cost competitiveness. The two plants will be promoting the sales of APIs to support the stocking requirements of customers in Japan and China. ScinoPharm’s Injectable Plant has completed the first TFDA inspection in April 2021, achieving an important milestone in the company's transformation. In the first quarter of this year, ScinoPharm will also make every effort to prepare for the successful passage of the most important U.S. FDA inspection. It schedules to launch its first own injection product in 2023. Two other key products are also scheduled to be launched in 2025. The company is systematically advancing its injection preparation business.

The results of ScinoPharm’s efforts in the Japanese market over the past few years are evident to all; ScinoPharm is now the largest supplier of two API products in Japan. In order to continuously deepen the investment in the Japanese market, the branch office originally set up in Japan has been upgraded to ScinoPharm Japan Branch, and in the future, it will leverage the extended expiration period for patents in the Japanese market combined with the new production capacity of existing APIs and injectable plants to strive for project collaboration opportunities for API integrated CDMO services with its customers. Currently, ScinoPharm Taiwan is the largest supplier of API products for the treatment of Alzheimer's disease and anticancer drugs in Japan, with market size of approximately US$200 million for the former and over US$100 million for the latter.

Establishing core business strategies and expanding business fields in diversified ways

In order to further strengthen the vertical integration of the company's business, more elasticity and possibilities in the preparation area, including collaboration in other sterile formulation products, such as ophthalmic or oral drugs, are opportunities to expand the scope of ScinoPharm’s operations. ScinoPharm 

- 6 -

will seek out suitable products to invest in, starting from its own niche API products. In order to continuously expand the development of different forms of preparation business, the company will advance through different means. In addition to investing in internal construction, we will also seek cooperative alliance with external resources. As we move down from upstream APIs to the preparation business, we need to get more information and feedback from the end market to review whether our product strategy, R&D progress or pricing are in line with market demand.

In the future, ScinoPharm will not rule out the possibility of crossing over from the field of generic drugs to new drugs. The focus of new drug business will still be on cancer drugs and peptides, in which ScinoPharm specializes, linking up with its existing core competencies and exploring whether there are resources available and advantages for development from its existing API niche. The company has invited independent directors and clinical medical experts to form a technology advisory committee to give advice from the enduser's perspective and jointly discuss the direction of development.

Building consensus and facing future challenges with a positive attitude

ScinoPharm has had a complete series of specific action plans for the future, and we will implement them in a more systematic, efficient and disciplined manner so as to contribute to the overall operation and development of the company. We firmly believe that if the operation of every aspect is in compliance and errors are reduced to a minimum, profitability will increase; if the organization as a whole can be "right more often than wrong" in its workflow, it will spur the company to develop in a positive direction. We believe that with the concerted efforts of all our employees, ScinoPharm will break new grounds and harness exponential growth to reward all shareholders, customers and colleagues.

Chih-Hsien Lo, Chairman 

- 7 -

Appendix 2

Audit Committee’s Review Report

The Board of Directors has prepared the Company's 2021 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: Lewis Lee

February 25, 2022 

- 8 -

Appendix 3

INDEPENDENT AUDITORS’ REPORT 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, 2021 and 2020, 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 financial position of the Company as at December 31, 2021 and 2020, and its financial performance and its 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. Our responsibilities under those standards are further described in the Auditors’ 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 Norm of professional Ethics for Certified Public Accountants in the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. 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 2021 parent company only financial statements. 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 Company’s 2021 parent company only financial statements are stated as follows: 

- 9 -

Occurrence of sales revenues from API and injection products

Description

Refer to Note 4(28) for accounting policy on revenue recognition and Note 6(18) for accounting items on revenue.

The Company’s sales revenue mainly arises from the manufacture and sales of Active Pharmaceutical Ingredient (“API”) and injection products. The Company’s customers come from Taiwan, Asia, Europe and America. Since the volume and amount of transactions are significant, we considered the occurrence of sales revenue from API and injection products a key audit matter.

How our audit addressed the matter

We performed the following key audit procedures in response to the above key audit matter:

  1. We evaluated internal control system that was designed and implemented by management in reviewing customers’ credit, and tested whether the counterparty and the credit valuation documents have had been properly approved.

  2. We sampled transaction details and supporting documents for consistency from transaction counterparties who have higher turnover growth.

  3. We sent confirmation letters for significant transaction counterparties, ensuring the responses and account records were consistent with customers’ data, and evaluated the reasonableness on the difference between the responses and the account records.

Inventory valuation

Description

Refer to Note 4(11) for accounting policies on inventory valuation, Note 5(2) for the uncertainty of accounting estimates and assumptions applied in inventory valuation, and Note 6(4) for details of inventories. As at December 31, 2021, the balances of inventory and allowance for inventory valuation losses were $1,521,193 thousand and $298,162 thousand, respectively.

The Company is primarily engaged in manufacturing and sales of API. Due to the complex manufacturing process, long lead time in materials preparation and uncertain product registration timing before market launch, there is a 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 ageing over a certain period of time or are individually identified as obsolete inventories, the net realisable value is calculated based on the historical information of inventory turnover. 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. 

- 10 -

How our audit addressed the matter

We performed the following key audit procedures in response to the above key audit matter:

  1. We compared the financial statements to ascertain whether the provision policy on allowance for inventory valuation losses has been consistently applied and assessed the reasonableness of the provision policy.

  2. We understood the inventory management process, observing annual physical counts to assess the effectiveness of management’s classification and controls over obsolete and slow-moving inventory.

  3. We checked the accuracy of inventory aging report and sampled inventories for those lately changed before the balance sheet date in order to compute the accuracy of inventory aging range; and evaluated whether the older inventories were obsoleted.

  4. We sampled the computation of net realisable value of individual inventory and compared with account records.

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.

Auditors’ 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 auditors’ 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 the generally accepted auditing standards in the Republic of China 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 

- 11 -

the basis of these parent company only financial statements.

As part of an audit in accordance with the generally accepted auditing standards in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

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

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

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

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ 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 auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

  6. Obtain sufficient appropriate audit evidence regarding the financial information of the 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 

- 12 -

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 auditors’ 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 February 25, 2022

                    • 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. 

- 13 -

SCINOPHARM TAIWAN, LTD. PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan dollars)

Assets Notes
6(1)
6(2)
6(3) and 12
7
6(25)
5 and 6(4)
6(5)
6(6)
6(7)(9)
6(8)
6(25)
8		 December31,2021
AMOUNT
%
$
3,968,726
34
1,742
-
352,844
3
8,124
-
4,146
-
-
-
1,223,031
11
82,557
1
5,641,170
49
185,796
2
1,579,841
14
2,954,902
25
546,885
5
2,903
-
517,203
4
163,088
1
1,006
-
29,270
-
5,980,894
51
$
11,622,064 100		 December31,2020 December31,2020
AMOUNT
$
3,968,726
1,742
352,844
8,124
4,146
-
1,223,031
82,557
5,641,170
185,796
1,579,841
2,954,902
546,885
2,903
517,203
163,088
1,006
29,270
5,980,894
$
11,622,064		 AMOUNT
$
3,879,691
-
379,411
17,569
6,348
8,969
1,134,947
96,841
5,523,776
308,115
1,681,095
3,053,564
559,847
6,885
505,018
108,322
1,029
29,270
6,253,145
$
11,776,921		 %
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
1220
Current income tax assets
130X
Inventories
1410
Prepayments
11XX
Total current assets
Non-current assets
1517
Financial assets at fair value through
other comprehensive income
- non-current
1550
Investments accounted for using
equity method
1600
Property, plant and equipment
1755
Right-of-use assets
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		 33
-
3
-
-
-
10
1
47
3
14
26
5
-
4
1
-
-
53
100

(Continued) 

- 14 -

SCINOPHARM TAIWAN, LTD.

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity December31,2021
December31,2020
Notes
AMOUNT
%
AMOUNT
%
6(10)
$
-
- $
9,494
-
6(2)
-
-
2,172
-
6(18)
49,730
-
47,518
-
1,172
-
1,173
-
55,815
1
126,820
1
7
9,359
-
36,598
-
6(11) and 7
282,491
2
308,560
3
6(25)
71,165
1
67,969
1
16,165
-
16,500
-
1,740
-
-
-
487,637
4
616,804
5
6(25)
348
-
-
-
540,266
5
550,182
5
6(12)
79,546
1
79,232
1
3,213
-
1,300
-
623,373
6
630,714
6
1,111,010
10
1,247,518
11
6(13)
7,907,392
68
7,907,392
67
6(14)(15)
1,294,689
11
1,294,689
11
6(5)(16)
679,074
6
634,265
5
33,043
-
67,825
1
657,981
6
658,275
6
6(5)(6)(17)
(
61,125 ) (
1 ) (
33,043) (
1)
10,511,054
90
10,529,403
89
7 and 9
$
11,622,064
100 $
11,776,921
100
Current liabilities
2100
Short-term borrowings
2120
Financial liabilities at fair value
through profit or loss - current
2130
Contract liabilities - current
2150
Notes payable
2170
Accounts payable
2180
Accounts payable - related parties
2200
Other payables
2230
Current income tax liabilities
2280
Lease liabilities - current
2310
Advance receipts
21XX
Total current liabilities
Non-current liabilities
2570
Deferred income tax liabilities
2580
Lease liabilities - non-current
2640
Net defined benefit liabilities
2645
Guarantee deposits received
25XX
Total non-current liabilities
2XXX
Total liabilities
Equity
Share capital
3110
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

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

  • 15 -

SCINOPHARM TAIWAN, LTD.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2021 AND 2020

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

Items YearendedDecember31
2021
2020
Notes
AMOUNT
%
AMOUNT
%
6(18) and 7
$
2,642,830
100
$
3,046,220
100
6(4)(12)(23)(24)
and 7
(
1,388,306 ) (
53) (
1,758,472) (
58)
1,254,524
47
1,287,748
42
6(12)(23)(24), 7
and 12
(
157,715 ) (
6) (
175,267) (
5)
(
454,716 ) (
17) (
455,460) (
15)
(
265,162 ) (
10) (
206,364) (
7)
(
1 )
-
197
-
(
877,594 ) (
33) (
836,894) (
27)
376,930
14
450,854
15
6(19)
16,100
-
21,043
-
6(20) and 7
21,612
1
29,164
1
6(2)(7)(9)(21) and
12
(
8,275 )
- (
36,487) (
1)
6(8)(22)
(
6,486 )
- (
7,072)
-
6(6)
(
97,617 ) (
4) (
104,620) (
4)
(
74,666 ) (
3) (
97,972) (
4)
302,264
11
352,882
11
6(25)
(
58,793 ) (
2) (
70,815) (
2)
$
243,471
9
$
282,067
9
6(12)
( $
2,509 )
-
$
2,369
-
6(5)(17)
139,194
5
176,406
6
6(25)
502
- (
473)
-
6(6)(17)
(
3,637 )
-
22,506
1
$
133,550
5
$
200,808
7
$
377,021
14
$
482,875
16
6(26)
$
0.31
$
0.36
$
0.31
$
0.36
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
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Finance costs
7070
Share of loss of subsidiaries,
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 gains 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) income that
will be reclassified to profit or loss
8361
Financial statements translation
differences of foreign operations
8300
Total other comprehensive income 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.

- 16 -

SCINOPHARM TAIWAN, LTD. PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan dollars)

Notes
Year ended December 31, 2020
Balance at January 1, 2020
Net income for the year
Other comprehensive income for the year 6(5)(6)(17)
Total comprehensive income
Distribution of 2019 net income:
Legal reserve
Special reserve
Cash dividends
6(16)
Employee stock option compensation cost 6(14)(15)
Disposal of equity instruments at fair
value
6(5)(17)
through other comprehensive income
Balance at December 31, 2020
Year ended December 31, 2021
Balance at January 1, 2021
Net income for the year
Other comprehensive income (loss) for the
year
6(5)(6)(17)
Total comprehensive income
Distribution of 2020 net income:
Legal reserve
Cash dividends
6(16)
Reversal of special reserve
Disposal of equity instruments at fair
value
6(5)(17)
through other comprehensive income
Balance at December 31, 2021		 Notes S hare capital - common
stock		 Capital reserve RetainedEarnings Other EquityInterest Other EquityInterest Amount
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
$
7,907,392
-
-
-
-
-
-
-
-
$
7,907,392
$
7,907,392
-
-
-
-
-
-
-
$
7,907,392		 $
1,294,605
-
-
-
-
-
-
84
-
$
1,294,689
$
1,294,689
-
-
-
-
-
-
-
$
1,294,689		 $
612,600
-
-
-

21,665
-
-
-
-
$
634,265

$
634,265
-
-
-

44,809
-
-
-
$
679,074		 $
22,829
-
-
-
-
44,996
-
-
-
$
67,825
$
67,825
-
-
-
-
-
(
34,782 )
-
$
33,043		 $
490,344
282,067
1,896
283,963
(
21,665 )
(
44,996 )
(
213,500 )
-
164,129
$
658,275
$
658,275
243,471
(
2,007 )
241,464
(
44,809 )
(
395,370 )
34,782
163,639
$
657,981		 ($
98,117 )
-
22,506
22,506
-
-
-
-
-
($
75,611 )
($
75,611 )
-
(
3,637 )
(
3,637 )
-
-
-
-
($
79,248 )		 $
30,291
-
176,406
176,406
-
-
-
-
(
164,129 )
$
42,568
$
42,568
-
139,194
139,194
-
-
-
(
163,639 )
$
18,123		 $
10,259,944
282,067
200,808
482,875
-
-
(
213,500 )
84
-
$
10,529,403
$
10,529,403
243,471
133,550
377,021
-
(
395,370 )
-
-
$
10,511,054

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

  • 17 -

SCINOPHARM TAIWAN, LTD.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2021 AND 2020

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

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax
Adjustments
Adjustments to reconcile profit (loss)
(Gain) loss on valuation of financial
assets and liabilities at fair value
through profit or loss
(Gain on reversal of) expected credit
losses

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 using
equity method

Depreciation of property, plant and
equipment

Depreciation of right-of-use assets

Property, plant and equipment transferred
to loss

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

Gain on reversal of impairment loss

Amortisation

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
Inventories
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
Income tax received
Interest paid
Income tax paid
Net cash flows from operating
activities		 Year ended December 31
Notes
2021
2020
$
302,264$
352,882
(
3,914 )
5,092
12
1(
197 )
6(4)
(
15,657 ) (
74,623 )
477
3,312
6(6)
97,617
104,620
6(7)(23)
256,453
266,984
6(8)(23)
12,968
12,794
6(7)(21)
-
11,900
6(21)
(
89 )
2,587
6(7)(9)(21)
(
1,382 ) (
4,253 )
6(23)
4,759
6,044
6(14)(15)
-
84
6(19)
(
16,100 ) (
21,043 )
6(22)
6,486
7,072
26,566
183,642
8,334(
6,147 )
2,202(
651 )
(
72,427 )
40,371
13,807
7,349
2,212
729
(
1 ) (
180 )
(
71,005 )
33,177
(
27,239 ) (
8,919 )
(
11,282 )
11,456
1,740
-
(
2,195 ) (
581 )
514,595
933,501
17,211
19,739
9,233
-
(
6,486 ) (
7,072 )
(
67,196 ) (
3,975 )
467,357
942,193

(Continued) 

- 18 -

SCINOPHARM TAIWAN, LTD.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2021 AND 2020

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

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

Cash paid for acquisition of property, plant
and equipment

Proceeds from disposal of property, plant and
equipment
Acquisition of intangible assets
Increase in prepayments for equipment
Decrease in guarantee deposits paid
Net cash flows from investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
(Decrease) increase in short-term borrowings

Repayment of the principal portion of lease
liabilities

Increase in guarantee deposits received

Payment of cash dividends

Net cash flows used in financing
activities
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of year
 Year ended December 31
Notes
2021
2020
6(5)
$
261,513$
283,501
6(27)
(
113,429 ) (
64,529 )
904
124
(
777 ) (
2,310 )
(
113,348 ) (
91,435 )
23
4,215
34,886
129,566
6(28)
(
9,494 )
9,494
6(28)
(
10,257 ) (
9,772 )
6(28)
1,913
1,300
6(16)
(
395,370 ) (
213,500 )
(
413,208 ) (
212,478 )
89,035
859,281
6(1)
3,879,691
3,020,410
6(1)
$
3,968,726$
3,879,691		 
- 19 -

Appendix 4

INDEPENDENT AUDITORS’ REPORT 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, 2021 and 2020, 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, 2021 and 2020, 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. Our responsibilities under those standards are further described in the Auditors’ responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountants of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. 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 2021 consolidated financial statements. 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 2021 consolidated financial statements are stated as follows:

Occurrence of sales revenues from API and injection products

Description

Refer to Note 4(28) for accounting policy on revenue recognition and Note 6(17) for accounting items

on revenue.

The Group’s sales revenue mainly arises from the manufacture and sales of Active Pharmaceutical Ingredient (“API”) and injection products. The Group’s customers come from Taiwan, Asia, Europe and America. Since the volume and amount of transactions are significant, we considered the occurrence of sales revenue from API and injection products a key audit matter.

How our audit addressed the matter

We performed the following key audit procedures in response to the above key audit matter: 

- 20 -

  1. We evaluated internal control system that was designed and implemented by management in reviewing customers’ credit, and tested whether the counterparty and the credit valuation documents have had been properly approved.

  2. We sampled transaction details and supporting documents for consistency from transaction counterparties who have higher turnover growth.

  3. We sent confirmation letters for significant transaction counterparties, ensuring the responses and account records were consistent with customers’ data, and evaluated the reasonableness on the difference between the responses and the account records.

Inventory valuation

Description

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(4) for details of inventories. As at December 31, 2021, the balances of inventory and allowance for inventory valuation losses were $1,724,770 thousand and $379,767 thousand, respectively.

The Group is primarily engaged in the manufacture and sales of API. Due to the complex manufacturing process, long lead time in materials preparation and uncertain product registration timing before market launch, there is a 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 ageing over a certain period of time or are individually identified as obsolete inventories, the net realisable value is calculated based on the historical information of inventory turnover. 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 audit addressed the matter

We performed the following key audit procedures in response to the above key audit matter:

  1. We compared the financial statements to ascertain whether the provision policy on allowance for inventory valuation losses has been consistently applied and assessed the reasonableness of the provision policy.

  2. We understood the inventory management process, observing annual physical counts to assess the effectiveness of management’s classification and controls over obsolete and slow-moving inventory.

  3. We checked the accuracy of inventory ageing report and sampled inventories for those lately changed before the balance sheet date in order to compute the accuracy of inventory aging range; and evaluated whether the older inventories were obsoleted.

  4. We sampled the computation of net realisable value of individual inventory and compared with account records.

Other matter – Parent company only financial reports

We have audited and expressed an unqualified opinion on the parent company only financial statements of ScinoPharm Taiwan, Ltd. as at and for the years ended December 31, 2021 and 2020.

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 

- 21 -

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.

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.

Auditors’ 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 the generally accepted auditing standards in the Republic of China 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 the generally accepted auditing standards in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

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

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

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

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ 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 auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.

  5. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the 

- 22 -

underlying transactions and events in a manner that achieves fair presentation.

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ 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 February 25, 2022

------------------------------------------------------------------------------------------------------------------------------ ------------------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 independent auditors’ report 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. 

- 23 -

SCINOPHARM TAIWAN, LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan dollars)

December 31, 2021 December 31, 2020
Assets Notes AMOUNT % AMOUNT %
Current assets
1100 Cash and cash equivalents 6(1) $ 4,080,921 35 $ 4,054,948 34
1110 Financial assets at fair value through 6(2)
profit or loss - current 1,742 - - -
1170 Accounts receivable, net 6(3) and 12 360,247 3 386,508 3
1200 Other receivables 32,796 - 77,456 1
1220 Current income tax assets 6(24) - - 8,969 -
130X Inventories 5 and 6(4) 1,345,003 12 1,245,870 11
1410 Prepayments 96,851 1 108,075 1
1476 Other financial assets - current 8 and 9 48,969 - 34,311 -
11XX Total current assets 5,966,529 51 5,916,137 50
Non-current assets
1517 Financial assets at fair value through 6(5)
other comprehensive income - non-
current 185,796 2 308,115 3
1600 Property, plant and equipment 6(6)(8) 4,033,000 35 4,210,746 36
1755 Right-of-use assets 6(7) 615,014 5 629,886 5
1780 Intangible assets 8,793 - 8,900 -
1840 Deferred income tax assets 5 and 6(24) 614,975 5 602,979 5
1915 Prepayments for equipment 235,281 2 133,960 1
1920 Guarantee deposits paid 2,518 - 6,770 -
1980 Other financial assets - non-current 8 29,270 - 29,270 -
15XX Total non-current assets 5,724,647 49 5,930,626 50
1XXX Total assets $ 11,691,176 100 $ 11,846,763 100

(Continued) 

- 24 -

SCINOPHARM TAIWAN, LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity December31,2021
December31,2020
Notes
AMOUNT
%
AMOUNT
%
6(9)
$
-
- $
9,494
-
6(2)
-
-
2,172
-
6(17)
70,565
-
66,846
1
1,172
-
1,173
-
69,690
1
159,671
1
6(10)
325,816
3
362,821
3
6(24)
71,166
1
67,969
1
16,165
-
16,500
-
1,740
-
-
-
556,314
5
686,646
6
6(24)
348
-
-
-
540,266
4
550,182
4
6(11)
79,546
1
79,232
1
3,648
-
1,300
-
623,808
5
630,714
5
1,180,122
10
1,317,360
11
6(12)
7,907,392
68
7,907,392
67
6(13)(14)
1,294,689
11
1,294,689
11
6(15)
679,074
6
634,265
5
33,043
-
67,825
1
657,981
6
658,275
6
6(5)(16)
(
61,125 ) (
1 ) (
33,043) (
1)
10,511,054
90
10,529,403
89
9
$
11,691,176
100 $
11,846,763
100
Current liabilities
2100
Short-term borrowings
2120
Financial liabilities at fair value
through profit or loss - current
2130
Contract liabilities - current
2150
Notes payable
2170
Accounts payable
2200
Other payables
2230
Current income tax liabilities
2280
Lease liabilities - current
2310
Advance receipts
21XX
Total current liabilities
Non-current liabilities
2570
Deferred income tax liabilities
2580
Lease liabilities - non-current
2640
Net defined benefit liabilities
2645
Guarantee deposits received
25XX
Total non-current liabilities
2XXX
Total liabilities
Equity attributable to owners of the
parent
Share capital
3110
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

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

- 25 -

SCINOPHARM TAIWAN, LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan dollars, except earnings per share amounts)
Items YearendedDecember31
2021
2020
Notes
AMOUNT
%
AMOUNT
%
6(17)
$
2,762,335
100
$
3,082,928
100
6(4)(11)(22)(23)
(
1,481,848 ) (
54) (
1,765,469) (
57)
1,280,487
46
1,317,459
43
6(7)(11)(22)(23), 7
and 12
(
153,566 ) (
6) (
170,904) (
6)
(
532,225 ) (
19) (
525,418) (
17)
(
305,953 ) (
11) (
245,633) (
8)
(
124 )
-
219
-
(
991,868 ) (
36) (
941,736) (
31)
288,619
10
375,723
12
6(18)
19,380
1
27,408
1
6(19)
11,706
-
16,378
1
6(2)(8)(20) and 12(
10,871 )
- (
45,838) (
2)
6(7)(21)
(
6,548 )
- (
15,166)
-
13,667
1 (
17,218)
-
302,286
11
358,505
12
6(24)
(
58,815 ) (
2) (
76,438) (
3)
$
243,471
9
$
282,067
9
6(11)
( $
2,509 )
-
$
2,369
-
6(5)(16)
139,194
5
176,406
6
6(24)
502
- (
473)
-
6(16)
(
3,637 )
-
22,506
1
$
133,550
5
$
200,808
7
$
377,021
14
$
482,875
16
$
243,471
9
$
282,067
9
$
377,021
14
$
482,875
16
6(25)
$
0.31
$
0.36
$
0.31
$
0.36
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
7100
Interest income
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 gains 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 operations
8300
Total other comprehensive income for
the year
8500
Total comprehensive income for the
year
Profit attributable to:
8610
Owners of the parent
Comprehensive (loss) 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.

~26~

SCINOPHARM TAIWAN, LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan dollars)

Equity attributable to owners of the parent

Year ended December 31, 2020
Balance at January 1, 2020
Net income for the year
Other comprehensive income for the year
Total comprehensive income
Distribution of 2019 net income:
Legal reserve
Special reserve
Cash dividends
Employee stock option compensation cost
Disposal of equity instruments at fair
value through other comprehensive income
Balance at December 31, 2020
Year ended December 31, 2021
Balance at January 1, 2021
Net income for the year
Other comprehensive (loss) income for the
year
Total comprehensive income
Distribution of 2020 net income:
Legal reserve
Cash dividends
Reversal of special reserve
Disposal of equity instruments at fair
value through other comprehensive income
Balance at December 31, 2021		 Notes Share capital -
common stock		 Capital reserve Retained Earnings Other Equity Interest Other Equity Interest
Total equity
Legal reserve Special reserve Unappropriated
earnings		 Financial
statements
translation
differences of
foreign operations		 Unrealised gains
from financial
assets measured at
fair value through
other comprehensive
income
6(5)(16)
6(15)
6(13)(14)
6(5)(16)
6(5)(16)
6(15)
6(5)(16)		 $
7,907,392
-
-
-
-
-
-
-
-
$
7,907,392
$
7,907,392
-
-
-
-
-
-
-
$
7,907,392		 $
1,294,605
-
-
-
-
-
-
84
-
$
1,294,689
$
1,294,689
-
-
-
-
-
-
-
$
1,294,689		 $
612,600
-
-
-
21,665
-
-
-
-
$
634,265
$
634,265
-
-
-
44,809
-
-
-
$
679,074		 $
22,829
-
-
-
-
44,996
-
-
-
$
67,825
$
67,825
-
-
-
-
-
(
34,782 )
-
$
33,043		 $
490,344
282,067
1,896
283,963
(
21,665 )
(
44,996 )
(
213,500 )
-
164,129
$
658,275
$
658,275
243,471
(
2,007 )
241,464
(
44,809 )
(
395,370 )
34,782
163,639
$
657,981		 ($
98,117 )
-
22,506
22,506
-
-
-
-
-
($
75,611 )
($
75,611 )
-
(
3,637 )
(
3,637 )
-
-
-
-
($
79,248 )		 $
30,291
-
176,406
176,406
-
-
-
-
(
164,129 )
$
42,568
$
42,568
-
139,194
139,194
-
-
-
(
163,639 )
$
18,123		 $
10,259,944
282,067
200,808
482,875
-
-
(
213,500 )
84
-
$
10,529,403
$
10,529,403
243,471
133,550
377,021
-
(
395,370 )
-
-
$
10,511,054		 
The accompanying notes are an integral part of these consolidated financial statements.

- 27 -

SCINOPHARM TAIWAN, LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan dollars)
CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax
Adjustments
Adjustments to reconcile profit (loss)
(Gain) loss on valuation of financial
assets and liabilities at fair value
through profit or loss
(Gain on reversal of) expected credit
losses

Reversal of allowance for inventory
market price decline

Provision for obsolescence of supplies
Depreciation of property, plant and
equipment

Depreciation of right-of-use assets

Property, plant and equipment
transferred to loss

Loss on disposal of property, plant and
equipment

Gain on reversal of impairment loss

Amortisation

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
Income tax received
Interest paid
Income tax paid
Net cash flows from operating
activities		 Year ended December 31
Notes
2021
2020
$
302,286$
358,505
(
3,914 )
5,092
12
124(
219 )
6(4)
(
17,605 ) (
74,840 )

118
3,958
6(6)(22)
359,786
369,189
6(7)(22)
14,738
14,539
6(6)(20)
-
11,900

6(20)
266
3,157
6(6)(8)(20)
(
1,382 ) (
4,282 )
6(22)
7,008
9,469
6(13)(14)
-
84
6(18)
(
19,380 ) (
27,408 )
6(21)
6,548
15,166
26,137
204,047
43,840(
8,266 )
(
81,361 ) (
47,959 )
11,094
19,724
3,719
10,861
(
1 ) (
180 )
(
89,981 )
58,653
(
7,430 )
18,047
1,740
-
(
2,195 ) (
581 )
554,155
938,656
20,200
29,367
9,233
-
(
6,548 ) (
15,327 )
(
67,217 ) (
6,384 )
509,823
946,312

(Continued) 

- 28 -

SCINOPHARM TAIWAN, LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan dollars)
CASH FLOWS FROM INVESTING ACTIVITIES
Increase in financial assets at amortised
cost - current
Proceeds from disposal of financial assets
at amortised cost - current
Increase in other financial assets -
current
Proceeds from disposal of financial assets
at fair value through other comprehensive
income

Cash paid for acquisition of property,
plant and equipment

Proceeds from disposal of property, plant
and equipment
Acquisition of intangible assets
Increase in prepayments for equipment
Decrease in guarantee deposits paid
Net cash flows (used in) from
investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in short-term borrowings

Repayment of the principal portion of
lease liabilities

Increase in long-term borrowings

Decrease in long-term borrowings

Increase in guarantee deposits received

Payment of cash dividends

Net cash flows used in financing
activities
Effect of foreign exchange rate changes
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of
year

Cash and cash equivalents at end of year
 Year ended December 31
Notes
2021
2020
($
334,255 ) ($
607,970 )

334,255
779,230
(
14,658 ) (
34,311 )

6(5)
261,513
283,501
6(26)
(
144,998 ) (
65,236 )
232
135
(
6,893 ) (
3,128 )
(
169,429 ) (
114,732 )
4,252
4,231
(
69,981 )
241,720
6(27)
(
9,494 ) (
79,420 )
6(27)
(
10,257 ) (
9,772 )
6(27)
-
89,265
6(27)
-(
232,695 )
6(27)
2,347
1,214
6(15)
(
395,370 ) (
213,500 )
(
412,774 ) (
444,908 )
(
1,095 )
6,846
25,973
749,970
6(1)
4,054,948
3,304,978
6(1)
$
4,080,921$
4,054,948		 
- 29 -

Appendix 5

ScinoPharm Taiwan, Ltd. Earnings Distribution Plan for Fiscal Year 2021

Item Amount (TWD) Amount (TWD)
After-tax net profit earned in 2021
Plus: Disposal of equity instruments at fair value through
other comprehensive income
Less: Actuarial gain(loss) presented in retained earnings
Less: Legal reserve
Less: Reversal of special reserve
Distributable profit from this period
Plus: Accumulated undistributed earnings from previous period
Total distributable earnings as of this period
Dividends to shareholders
(Cash dividend TWD 480 on each 1,000 shares held)
Undistributed earnings as of the end of the period		 $ $ 243,471,045
163,639,526
(2,007,601)
(40,510,297)
(28,082,670)
336,510,003
252,878,650
589,388,653
(379,554,827)
209,833,826

Notes:

  1. In terms of earnings distribution for fiscal year 2021, priority is given to distributing the earnings posted in the given fiscal year while retained earnings from the previous fiscal year is drawn on to make up for any deficiency.

  2. The actual amount of cash dividend paid to the shareholders shall be paid up to the rounded number with the fraction (if any) to be accounted as Other Income of the Company

Chairperson ： Chih-Hsien Lo CEO ： Li-An Lu Chief Accountant ： Chih-Hui Lin 

- 30 -

Appendix 6

ScinoPharm Taiwan, Ltd.

Proposed amendments to the Articles of Incorporation

Current Provision Current Provision Remark
Article 23
The Company will havefifteen (15)
Directors to be elected by the
Shareholders’ Meeting from the
shareholders with disposing
capacity.
Two or more of the above Directors
shall be independent directors, and
the total number of independent
directors shall account for not less
than one fifth (1/5) of the total
number of directors.
Directors are to be elected by the
Shareholders’ Meeting from among
the candidates nominated.
The special qualification, required
shareholding, restriction on
concurrent positions held,
determination of impartiality,
method of nomination and method
of election of the independent
directors and other relevant legally
required matters shall be in
accordance with the Company Act
and the relevant laws and
regulations prescribed by the
competent securities authority.		 Article 23
The Company will haveseventeen
(17)Directors to be elected by the
Shareholders’ Meeting from the
shareholders with disposing
capacity.
Two or more of the above Directors
shall be independent directors, and
the total number of independent
directors shall account for not less
than one fifth (1/5) of the total
number of directors.
Directors are to be elected by the
Shareholders’ Meeting from among
the candidates nominated.
The special qualification, required
shareholding, restriction on
concurrent positions held,
determination of impartiality,
method of nomination and method
of election of the independent
directors and other relevant legally
required matters shall be in
accordance with the Company Act
and the relevant laws and
regulations prescribed by the
competent securities authority.		 According to article 4
of "Taiwan Stock
Exchange Corporation
Directions for
Compliance with the
Establishment of
Board of Directors by
TWSE Listed
Companies and the
Board's Exercise of
Powers," listed
companies with the
same person
assuming
chairmanship and
presidency should
institute at least four
independent directors
by Dec. 31, 2023, or at
least five independent
directors for those
with more than 15
seats on the board of
directors.
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		 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		 According to the
explanation of the
Ministry of Economic
Affairs (decree No.
10802432410, Jan. 9,
2020), in line with
change in domestic
accounting standards
and article 237 of the
Company Act, the
company
appropriates legal
reserves on the basis
of "combination of
current after-tax net
profits and other
times ," a change
which is included in
the revision of item 2.		 
- 31 -
Current Provision Current Provision Remark
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 the
payout.		 exist,after inclusion of other items
except current after-tax net profits
in retained earnings of the year
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 the
payout.
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 , 23rd
revision of June 27, 2019 and 24th
revision of June 30,2020.		 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 , 23rd
revision of June 27, 2019 , 24th
revision of June 30,2020 and25th
revision of May 30, 2022.		 Revision dates have
been added.		 
- 32 -

Appendix 7

ScinoPharm Taiwan, Ltd.

Proposed amendments to the Operational Procedures for Loaning of Company Fund

Current Provision Revision Proposed Remark
Article 2 Qualified loaning targets
1. According to article 15 of the
Company Act, the company cannot
provide loans to shareholders or
any party, except the following
conditions:
(1) Where an inter-company or
inter-firm business transaction calls
for a loan arrangement;
(2) Where an inter-company or
inter-firm short-term financing
facility is necessary, provided that
such financing amount shall not
exceed 40 percent of the lender's
net worth.
2-3 (omitted)
4. Loaning for foreign companies
100%-owned by the company,
either directly or indirectly and in
terms of voting rights, is exempt
from the restriction of item 1-(2)
but is subject to the regulations of
related operating procedure, in
terms of quota and term.		 Article 2 Qualified loaning targets
1. According to article 15 of the
Company Act, the company cannot
provide loans to shareholders or
any party, except the following
conditions:
(1) Where an inter-company or
inter-firm business transaction calls
for a loan arrangement;
(2) Where an inter-company or
inter-firm short-term financing
facility is necessary, provided that
such financing amount shall not
exceed 40 percent of the lender's
net worth.
2-3 (omitted)
4. Loaning for foreign companies
100%-owned by the company,
either directly or indirectly and in
terms of voting rightsor loaning by
foreign companies 100%-owned by
the company, either directly or
indirectly and in terms of voting
rights, for the company is exempt
from the restriction of item 1-(2)
but is subject to the regulations of
related operating procedures, in
terms oftotal amount, individual
quota,and term.		 Revision of Item 4 in
line with the
relaxation of
restrictions by
competent authority,
in consideration of
flexibility for business
group in maneuvering
of own funds and
exclusion of such
foreign companies
from the application
of article 15, the
Company Act.
Article 6 Loaning arrangement and
review procedure
1. (omitted)
2. Credit check
(1) For first-time borrowers, the
financial department should
conduct credit check according to
their basic data and financial data.
(2)-(3) (omitted)
(4) Credit check can be skipped for
loaning to the company's100%-
owned, either directly or indirectly,
subsidiaries.
3. Review and evaluation
(1) Omitted
(2) For loaning related to business
dealings, propriety of loaning
amount relative to business-dealing
amount must be evaluated. If short-		 Article 6 Loaning arrangement and
review procedure
1. (omitted)
2. Credit check
(1) For first-time borrowers, the
financial department should
conduct credit check according to
their basic data and financial data.
(2)-(3) (omitted)
(4) Credit check can be skipped for
loaning to the company's 100%-
owned, either directly or indirectly,
subsidiaries.
3. Review and evaluation
(1) Omitted
(2) For loaning related to business
dealings, propriety of loaning
amount relative to business-dealing
amount must be evaluated. If short-		 1. Revision of some
wording in item 2-(1)
and 2-(4), Item 3-(2),
and item 7-(2) for
clarification of
meaning
2. Revision of some
wording of item3-(5),
as the company has
instituted
independent directors.		 
- 33 -
Current Provision Revision Proposed Remark
term accommodation is necessary,
list reasons for the loaning and
status. After careful review by
financial staffers in charge
according to the operating
procedure, related data and
proposed loaning conditions should
be reported to superiors in
authority order before final
submission to the board of
directors forresolution,avoiding
delegation of authority to others.
(3)-(4) (omitted)
(5) If the companyhas instituted
independent directors,their
opinions should be taken into
account fully upon loaning funds to
others and theiragreement or
contraryopinions,as well as
reasons for the latterput in the
minutesof the board o
f directors.
4-6 (omitted)
7. Record and custody
(1) (omitted)
(2) After delivery of loans, the
staffers in charge should put related
documents into a storage bag,
including debt-claim certifications,
such as promissory notes and
receipts, collateral certificates,
insurance policies, and
correspondence, with specifications
of contents and customer names
on the cover, before submission to
financial chief for inspection and
being sealed, followed by signature
or chop of both parties on registry
and placement for custody.		 term accommodation is necessary,
list reasons for the loaning and
status. After careful review by
financialdepartmentstaffers in
charge according to the operating
procedure, related data and
proposed loaning conditions should
be reported to superiors in
authority order before final
submission to the board of
directors for resolutionand then
implementation,avoiding
delegation of authority to others.
(3)-(4) (omitted)
(5) When loaning funds to others,
independent directors' opinions
should be taken into account fully
and their contrary orreserved
opinions, if any, should be stated in
the minutes of the board of
directors.
4-6 (omitted)
7. Record and custody
(1) (omitted)
(2) After delivery of loans, the
staffers in charge should put related
documents into a storage bag,
including debt-claim certifications,
such as promissory notes and
receipts, collateral certificates,
insurance policies, and
correspondence, with specifications
of contents and customer names
on the cover, before submission to
financialdepartmentchief for
inspection and being sealed,
followed by signature or chop of
both parties on registry and
placement for custody.
Article 8 Information disclosure
The Company should disclose its
information according to
regulations, after public share
offering.
1. Filing of report on the
outstanding amount of loans
extended by the company and
subsidiaries in the previous month
by the 10th of every month.
2. The company should file report
within two days from the day of the
occurrence of event when its
loaning amount meets one of the
following criteria:		 Article 8 Information disclosure
1.Thecompany should file report
on the outstanding amount of loans
extended by the company and
subsidiaries in the previous month
by the 10th of every month.
2. The company should file report
within two days from the day of the
occurrence of event when its
loaning amount meets one of the
following criteria:
(1) Outstanding amount of loans
extended by the company and
subsidiaries to others exceeds 20%
of the company's net worth in the		 Revision of wording
according to practical
situation for
clarification of
meaning		 
- 34 -
Current Provision Revision Proposed Remark
(1) Outstanding amount of loans
extended by the company and
subsidiaries to others exceeds 20%
of the company's net worth in the
latest financial statement.
(2) Outstanding amount of loans
extended by the company and
subsidiaries to a single enterprise
exceeds 10% of the company's net
worth in the latest financial
statement
(3) New loan extended by the
company and subsidiaries exceeds
NT$10 million or 2% of the
company's net worth in the latest
financial statement.
3-4 (omitted)		 latest financial statement.
(2) Outstanding amount of loans
extended by the company and
subsidiaries to a single enterprise
exceeds 10% of the company's net
worth in the latest financial
statement
(3) New loan extended by the
company and subsidiaries exceeds
NT$10 million or 2% of the
company's net worth in the latest
financial statement.
3-4 (omitted)
Article 9 Notices for loaning funds
to others
1. In-house auditors should audit
compliance with the operating
procedure in extending loans to
others and its implementation at
least once a quarter and put the
results on record, while notifying
supervisorsinwritten form,should
there be major breach of
regulations.
2. If the company extends loans to
unqualified parties or exceeds the
quota set in the operating
procedure, due to change in
situation, it should formulate
improvement plan for submission
tosupervisorsand implement the
plan according its timeline.		 Article 9 Notices for loaning funds
to others
1. In-house auditors should audit
compliance with the operating
procedure in extending loans to
others and its implementation at
least once a quarter and put the
results on record. Report major
breach of regulations,if any,
notifyingindependent directors.
2. If the company extends loans to
unqualified parties or exceeds the
quota set in the operating
procedure, due to change in
situation, it should formulate
improvement plan for submission
to theAudit Committeeand
implement the plan according its
timeline.		 Revision of some
wording, as the
company has
instituted
independent directors
and Audit Committee.
Article 10 Control procedure for
loaning of funds by subsidiaries to
others
1-3 (omitted)
4. When auditing subsidiaries, the
company's auditors should
understand, at the same time, their
compliance with the operating
procedure in extending loans to
others and track their improvement
of breach of regulations, if any,
while reporting the tracking result
to thepresident.		 Article 10 Control procedure for
loaning of funds by subsidiaries to
others
1-3 (omitted)
4. When auditing subsidiaries, the
company's auditors should
understand, at the same time, their
compliance with the operating
procedure in extending loans to
others and track their improvement
of breach of regulations, if any,
while reporting the tracking result
to thechairman before delivery to
independent directors.		 Revision of item 4
according to
"Regulations
Governing
Establishment of
Internal Control
Systems by Public
Companies," calling
for delivery of tracking
report to independent
directors or
notification of them,
and the company's
practical situation.		 
- 35 -
Current Provision Revision Proposed Remark
Article 12 Other explanatory items
1-3 (omitted)
4. The day of the occurrence of
event mentioned in the procedure
refers to the day oftransaction-
contract signing, payment day, day
of board of directors' resolution, or
another day of the settlement of
transactiontarget and amount,
whichever is the earliest.		 Article 12 Other explanatory items
1-3 (omitted)
4. The day of the occurrence of
event mentioned in the procedure
refers to the day of transaction-
contract signing, payment day, day
of board of directors' resolution, or
another day of the settlement of
loaningtarget and amount,
whichever is the earliest.		 Revision of item 4, as
loaning of funds to
others is not
transaction in nature.
Article 13 Applicability of the
authority of the Audit Committee
The procedure's stipulation on
supervisors is applicable to Audit
Committee.		 (deletion) Deletion, as the
company had set up
Audit Committee, in
place of the regime of
supervisors
Article 14 Enforcement and
revision
1.The company should formulate
the operating procedure for loaning
of funds to others, to be approved
by the board of directors, followed
by submission to supervisors and
shareholders' meeting for
agreement, in addition to
submission of contrary opinions of
directors on record or in written
statementto supervisors and
shareholders' meeting for
discussion, a process also
applicable to the revision of the
operating procedure.
2. Following institution of
independent directors, the
aforementionedoperating
procedure forloaning of funds to
others should take in account
independent directors' opinions
fully during discussion by the board
of directors and theiragreementor
contraryopinions,as well as
reasons for the latter,should be put
in theminutesof the board of
directors.
3. In the future, if the company
decides not to extend loans to
others, it can be exempt from
formulating the operating
procedure following approval of
the board of directors but has to
follow the stipulations of the
previous two items, should it
decide to extend loans later on.		 Article 13 Formulation of operating
procedure
1. Formulation or revision of the
operating procedure needs
agreement of over half of the Audit
Committee's members and
approval of the board of director,
beforesubmission to shareholders'
meetingfor ratification and
contrary opinions of directors on
record or in written statement, if
any, should be submitted to
shareholders' meeting for
discussion.
2. If failing to win the agreement of
over half of all the auditing-
committee members, the
aforementioned item can be
implemented with agreement of
over two thirds of all the directors,
with the resolution of the Audit
Committee to be stated in the
minutes of the board of directors.
3. All the audit-committee
members mentioned in item 1 and
all the directors mentioned in the
previous item refer to incumbent
ones.
4. When discussing the operating
procedure, the board of directors
should take into account
independent directors' opinions
fully,statingtheir contraryor
reserved opinions,if any, in the
minutes.		 1. Adjustment of
article number and
the article's heading
2. According to article
14-(5) of the Securities
and Exchange Act
stipulating that the
Audit Committee is in
charge of the
formulation or
revision of the
procedure of loaning
funds to others which
is a major financial
operation, revise item
1 and add items 2and
3.
3. Revision of some
wording of original
item 2 and change its
number to item 4, as
the company has
instituted
independent directors.
4. Delete original item
3, as the company has
been able to loan
funds to others,
following the
formulation of the
operating procedure.		 
- 36 -

Appendix 8

ScinoPharm Taiwan, Ltd.

Proposed amendments to the Operational Procedures for Endorsements and Guarantees of the Company

Current Provision Revision Proposed Remark
Article 4 Endorsement and
guarantee quota
1-2 (omitted)
3. Total amount of external
endorsement and guarantee by the
company and subsidiaries cannot
exceed the company's net worth in
its latest financial statement for
50% of the net worth for a single
enterprise; except 100%-owned
subsidiaries of the company, in
terms of voting rights.
4-5 (omitted)		 Article 4 Endorsement and
guarantee quota
1-2 (omitted)
3. Total amount of external
endorsement and guarantee by the
company and subsidiaries cannot
exceed the company's net worth in
its latest financial statement for
50% of the net worth for a single
enterprise, except 100%-owned
subsidiaries of the company, in
terms of voting rights.
4-5 (omitted)		 Revision of some
wording and
punctuation marks
Article 5 Decision making and
authorization level
1-2 (omitted)
3.In case,the company has
instituted independent directors,
their opinions should be taken into
account fully in the extension of
endorsement/guarantee to others
andthe agreementor
disagreement of individual
independent directors, as well
reasonsin the latter case, should be
put into the minutesof the board
of directors.
4. (omitted)		 Article 5 Decision making and
authorization level
1-2 (omitted)
3. The company should take into
account the opinions independent
directors fully in the extension of
endorsement/guarantee to others
and the contrary opinionsor
reservation of individual
independent directors should be
statedtheminutesof the board of
directors.
4. (omitted)		 The company has
instituted
independent
directors，Revision
of the items 3 of the
article according to
the Regulations.
Article 8 Information disclosure
The company should disclose its
information according to
regulations, after public share
offering.
1. Filing of report on the
outstanding amount of
endorsement and guarantee by the
company and subsidiaries in the
previous month by the 10th of
every month.
2. The company should file report
within two days from the day of the
occurrence of event when its
guarantee and endorsement
amount meets one of the following
criteria:
(1)-(2) (omitted)
(3). Outstanding amount of
guarantee and endorsement
extended by the company and
subsidiaries for a single enterprise		 Article 8 Information disclosure
1. The companyshould publicize
and file report on the outstanding
amount of endorsement and
guarantee by the company and
subsidiaries in the previous month
by the 10th of every month.
2. The company should file report
within two days from the day of the
occurrence of event when its
guarantee and endorsement
amount meets one of the following
criteria:
(1)-(2) (omitted)
(3). Outstanding amount of
guarantee and endorsement
extended by the company and
subsidiaries for a single enterprise
reaches NT$10 million or more,
which, plus the company'sequity
method-based investmentbook
value and outstanding loan		 1. Revision according
to practical situation.
2. Revision of the
article's item 2-(3)
according to the
"Regulations
Governing the
Preparation of
Financial Reports by
Securities Issuers" and
regulations of the
competent authority,
in order to give long-
term investments a
clear definition.		 
- 37 -
Current Provision Revision Proposed Remark
reaches NT$10 million or more,
which, plus the company'slong-
term investments and outstanding
loan extension for the enterprise,
exceed 30% of the company's net
worth in the latest financial
statement
(4) (omitted)
3-4 (omitted)		 extension for the enterprise,
exceed 30% of the company's net
worth in the latest financial
statement
(4) (omitted)
3-4 (omitted)
Article 9 Notices for other
endorsements and guarantees
1. In-house auditors should audit
compliance of extension of
endorsement and guarantee with
the operating procedure and put
the results on record, while
notifyingsupervisorsinwritten
form,should there be major breach
of regulations.
2. If the company has to exceed the
quota set in the operating
procedure of endorsement and
guarantee, due to business need,
plus conformance to the conditions
set in the procedure, it can do so
with approval of the board of
directors and joint guarantee by
over half of the directors for
possible loss, to be followed by
revision of the operating procedure
of endorsement and guarantee for
ratification by shareholders'
meeting. Should shareholders'
meeting disagree with the revision,
the excess portion should be
removed by a specific deadline.
Should the company has instituted
independent directors, their
opinions should have taken into
account fully,whenthe board of
directors discusses the
aforementioned motion, and their
opinions,eitherin agreementor
disagreement, plusreasons for the
latter,shouldput intheminutesof
the board of directors.
3. Should company violate the
operating procedure of
endorsement and guarantee, in
terms of its regulations or quota
restriction, due to change in
situation, it should formulate
improvement plan for submission
tosupervisorsand improve the
breach according the plan until it is
rectified.
4. Should the company or		 Article 9 Notices for other
endorsements and guarantees
1. In-house auditors should audit
compliance of extension of
endorsement and guarantee with
the operating procedure andreport
major breach of regulations, should
itexist, while notifyingindependent
directors.
2. If the company has to exceed the
quota set in the operating
procedure of endorsement and
guarantee, due to business need,
plus conformance to the conditions
set in the operating procedure, it
can do so with approval of the
board of directors and joint
guarantee by over half of the
directors for possible loss, to be
followed by revision of the
operating procedure of
endorsement and guarantee for
ratification by shareholders'
meeting. Should shareholders'
meeting disagree with the revision,
the excess portion should be
removed by a specific deadline.
When discussing the
aforementioned motion, the board
of directors should take into
accountindependent directors'
opinions fully andstatetheir
contrary orreserved opinions, if
any, in the minutes.
3. Should the company violate the
operating procedure of
endorsement and guarantee, in
terms of its regulations or quota
restriction, due to change in
situation, it should formulate
improvement plan for submission
to theAudit Committeeand
improve the breach according the
plan until it is rectified.
4. Should the company or
subsidiaries extend endorsement or
guarantee to a subsidiary with net
worth less than half of its paid-in		 Revision due to the
institution of
independent directors
and Audit Committee
by the company.		 
- 38 -
Current Provision Revision Proposed Remark
subsidiaries extend endorsement or
guarantee to a subsidiary with net
worth less than half of its paid-in
capital, in review and evaluation
according to article 6, the
company's in-house auditors should
audit compliance of extension of
endorsement and guarantee with
the operating procedure at least
once a quarter and put the results
on record, while notifying
supervisorsinwritten form,should
there be major breach of
regulations. In case the subsidiary's
stock has no face value or has face
value other than NT$10, the
aforementioned paid-in capital
should be calculated via addition of
share capital and capital reserves
minus issue premium.		 capital, in review and evaluation
according to article 6, the
company's in-house auditors should
audit compliance of extension of
endorsement and guarantee with
the operating procedure at least
once a quarter andreportmajor
breach of regulationsimmediately,
if any,whilenotifyingindependent
directors.In case the subsidiary's
stock has no face value or has face
value other than NT$10, the
aforementioned paid-in capital
should be calculated via addition of
share capital and capital reserves
minus issue premium.
Article 10 Control procedure for
extension of endorsement and
guarantee to subsidiaries
1-3 (omitted)
4. When auditing subsidiaries, the
company's auditors should
understand, at the same time, their
compliance with the operating
procedure in extending
endorsement and guarantee to
others and track their improvement
of breach of regulations, if any,
while reporting the tracking result
to thepresident.		 Article 10 Control procedure for
extension of endorsement and
guarantee to subsidiaries
1-3 (omitted)
4. When auditing subsidiaries, the
company's auditors should
understand, at the same time, their
compliance with the operating
procedure in extending
endorsement and guarantee to
others and track their improvement
of breach of regulations, if any,
while reporting the tracking result
to thechairman and then delivering
it to independent directors.		 Revision according to
article 15 of the
"Regulations
Governing
Establishment of
Internal Control
Systems by Public
Companies", to report
the tracking result to
the independent
directors and
consideration of the
company's practical
situation
Article 12 Other explanatory items
1-3 (Omitted)
4. The day of the occurrence of
event mentioned in the procedure
refers to the day oftransaction
contract signing, payment day, day
of board of directors' resolution, or
other day of the settlement of
transactiontarget and amount,
whichever is the earliest.		 Article 12 Other explanatory items
1-3 (omitted)
4. The day of the occurrence of
event mentioned in the procedure
refers to the day of transaction-
contract signing, payment day, day
of board of directors' resolution, or
other day of thesettlement of
endorsement and guarantee target
and amount, whichever is the
earliest.		 Revision of item 4, as
endorsement and
guarantee is not
transaction in nature.
Article 13Applicability of the
authority of the Audit Committee
The procedure's stipulation on
supervisorsis applicable to Audit
Committee		 (deletion) Deletion, as the
company's has set up
Audit Committee, in
place of the regime of
supervisors
Article 14Enforcement and revision
1.The company should formulate
the operating procedure for
extension of endorsement and
guarantee to others, to be
approved by the board of directors,		 Article 13 Formulationof operating
procedure
1.Formulation or revision of the
operating procedureneeds
agreement of over half of the Audit
Committee's members and		 1. Adjustment ofarticle
numberand the
article'sheading
2. According to article
14-(5) of the Securities
and Exchange Act		 
- 39 -
Current Provision Revision Proposed Remark
followed by submission to
supervisors and shareholders'
meeting for agreement, in addition
to submission of contrary opinions
of directors on record or in written
statement tosupervisors and
shareholders' meeting for
discussion, a process also
applicable to the revisionof the
operating procedure.
2.Following institution of
independent directors, the
aforementioned operating
procedure for endorsement and
guarantee should take inaccount
independent directors' opinions
fully during discussion by the board
of directors andtheir agreementor
contraryopinions,as well as
reasons for the latter, should beput
in the minutes ofthe board of
directors.
3. In the future, if the company
decides not to extend endorsement
or guarantee to others, it can be
exempt from formulating the
operating procedure following
approval of the board of directors
but has to follow the stipulations of
the previous two items, should it
decide to extend endorsement and
guarantee later on.		 approval of the board of director,
beforesubmission to shareholders'
meetingfor ratification and
contrary opinions of directors on
record or in written statement, if
any, should be submitted to
shareholders' meeting for
discussion.
2. If failing to win the agreement of
over half of all the auditing-
committee members, the
aforementioned item can be
implemented with agreement of
over two thirds of all the directors,
with the resolution of the Audit
Committee to be put in the minutes
of the board of directors.
3. All the auditing-committee
members mentionedin item 1 and
all the directors mentioned in the
previous item refer to incumbent
ones.
4.When discussing the operating
procedure, the board of directors
should take into account
independent directors'opinions
fully,statingtheir contrary or
reserved opinions,if any, in the
minutes.		 stipulating that the
Audit Committee is in
charge of the
formulation or revision
of the procedure of
extending endorsement
or guarantee to others
which is a major
financial operation,
revise item 1 and add
items 2 and 3.
3. Revision of some
wording of original item
2 and change its
number to item 4, as
the company has
instituted independent
directors.
4. Delete original item
3, as the company has
been able to extend
endorsement and
guarantee to others,
following the
formulation of the
operating procedure.		 
- 40 -

Appendix 9

ScinoPharm Taiwan, Ltd.

Proposed Revision of Operational Procedures for Acquisition and

Disposal of Assets

Current Provision Revision Proposed Remarks
Article 4 Procedure of Evaluation and
Operation
1. Long and short-term investments in
securities:
(1). (Omitted.)
(2). For the purpose of acquiring or
disposing of securities, the Company
shall prior to the date of occurrence
of the event obtain the most recent
financial statements certified or
audited by the certified public
accountant (hereinafter “CPA”) to
conduct evaluation of the transaction
price proposed. Where the
transaction value amounts to 20% or
more of the total paid-in capital of the
Company or TWD300 million, the
Company shall prior to the date of
occurrence of the event seek the
CPA’s expressed opinion on the
acceptability of the transaction price
proposed,in which case, the CPA shall
act in accordance with Auditing
Standards No. 20 issued by the
Accounting Research And
Development Foundation (hereinafter
“ARDF”) except where the quoted
price of the securities to be transacted
can activate the market or the
securities should be governed by
other regulations (if any) issued by the
FSC.
(3). (Omitted)
2.~4.(Omitted)
5. Except where the transaction being
proposed is one with a government
agency,for the purpose of acquiring
or disposing of memberships or
intangible assets, where the
transaction value amounts to 20% or
more of the total paid-in capital of the
Company or TWD300 million, the
Company shall prior to the date of
occurrence of the event seek the
CPA’s expressed opinion on the
acceptability of the transaction price
proposed, in which case, the CPA shall
act in accordance with the Auditing
Standards No. 20 issued by the
Accounting Research and
Development Foundation.
6.~7. (Omitted.)		 Article 4 Procedure of Evaluation and
Operation
1. Long and short-term investments in
securities:
(1). (Omitted.)
(2). For the purpose of acquiring or
disposing of securities, the Company
shall prior to the date of occurrence of
the event obtain the most recent
financial statements certified or
audited by the certified public
accountant (hereinafter “CPA”) to
conduct evaluation of the transaction
price proposed. Where the
transaction value amounts to 20% or
more of the total paid-in capital of the
Company or TWD300 million, the
Company shall prior to the date of
occurrence of the event seek the
CPA’s expressed opinion on the
acceptability of the transaction price
proposed except where the quoted
price of the securities to be transacted
can activate the market or the
securities should be governed by
other regulations (if any) issued by the
FSC.
(3). (Omitted)
(2)~(4)(Omitted)
5. Except where the transaction being
proposed is one with a government
agency, for the purpose of acquiring
or disposing of memberships or
intangible assets, where the
transaction value amounts to 20% or
more of the total paid-in capital of the
Company or TWD300 million, the
Company shall prior to the date of
occurrence of the event seek the
CPA’s expressed opinion on the
acceptability of the transaction price
proposed.
6.~7. (Omitted.)
8. Transaction value calculation in the
article's item 1.2,5 and article 6
should be conducted according to the
stipulation of article 10, item 2. The
so-called "within one year" refers to
one year prior to the transaction day.
Appraisal report and opinions
produced by appraisers and certified
public accountants according to the		 1. Remove some
wordings in item
1-2 and item 5,
due to
requirement for
external experts
to abide the
self-discipline
norm set by
industry
associations
when providing
opinions, an
addition to
article 13 of the
handling
procedure
which already
covers the
original
mandatory
procedure for
provision of
opinions by
certified public
accountants.
2. Revision of
related
stipulations		 
- 41 -
Current Provision Revision Proposed Remarks
8. Transaction value calculation in the
article's item 1 and 5 and article 6
should be conducted according to the
stipulation of article 10, item 2. The
so-called "within one year" refers to
one year prior to the transaction day.
Appraisal report and opinions
produced by appraisers and certified
public accountants according to the
handling procedure can be exempt
from the stipulation.		 handling procedure can be exempt
from the stipulation.
Article 6 Procedure for appraisal of
assets
For acquisition or disposal of real
estate, equipment, or right-of-use
assets, except cases of transaction
with domestic government agencies,
commissioned construction on own
land, commissioned construction on
leased land, or acquisition or disposal
of business-related equipment or
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 regulations:
1.~2.(Omitted)
3. Certified public accountant should
be engaged to offer opinions on
reasons and propriety of transaction
prices for appraisal results by
professional appraisers with one of
the following conditions,according to
Auditing Criteria No. 20, set by the
Accounting Research and
Development Foundation,unless
appraisal results are higher
transaction value or appraisal results
for assets are lower than transaction
value:
(1). difference of 20% or more
between appraisal result and
transaction value;
(2). difference of 10% or more
between appraisal results by two or
more professional appraisers and
transaction value.
4.(Omitted)		 Article 6 Procedure for appraisal of
assets
For acquisition or disposal of real
estate, equipment, or right-of-use
assets, except cases of transaction
with domestic government agencies,
commissioned construction on own
land, commissioned construction on
leased land, or acquisition or disposal
of business-related equipment or
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 regulations:
1.~2.(Omitted)
3. Certified public accountant should
be engaged to offer opinions on
reasons and propriety of transaction
prices for appraisal results by
professional appraisers with one of
the following conditions unless
appraisal results are higher
transaction value or appraisal results
for assets are lower than transaction
value:
(1). difference of 20% or more
between appraisal result and
transaction value;
(2). difference of 10% or more
between appraisal results by two or
more professional appraisers and
transaction value.
4.(Omitted)		 Remove some
wordings in item
3, due to
requirement for
external experts
to abide the
self-discipline
norm set by
industry
associations
when providing
opinions, an
addition to
article 13 of the
handling
procedure
which already
covers the
original
mandatory
procedure for
provision of
opinions by
certified public
accountants.
Article 7 Trading with stakeholders
1. Basis for evaluation and
identification
Acquisition or disposal of assets
between the company and related
parties should be carried out
according toarticle 6,article 4 item 1-
2, item 5, and item 6, and the article,
in terms of resolution procedure and		 Article 7 Trading with stakeholders
1. basis for evaluation and
identification
Acquisition or disposal of assets
between the company and related
parties should be carried out
according to article 4 item 1-2, item 5,
item 6, and item 8, article 6,and the
article, in terms of resolution		 1. In order to
intensify
management of
transactions
between related
parties, the
competent
authority has
instituted new		 
- 42 -
Current Provision Revision Proposed Remarks
evaluation of the reasonableness of
transaction conditions. In addition, for
transactions with values exceeding
10% or more of the company's total
assets, appraisal report by
professional appraisers or opinions of
certified public accountants should be
obtained, according toarticle 6,article
4 item 1-2, item 5, and item 6.
Calculation of transaction value in the
previousitemshould be conducted
according to article 4 item 8.
Related parties are identified
according the definition of article 3
item 1-3 of the handling procedure,
taking into accountnot only legal form
but also substantive relationship.
2. Procedure for resolution
Except trading in domestic
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 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
the Audit committee for endorsement
and board of directors for approval
and to supervisors for
acknowledgment before signing
trading contract and making payment:
(1). Purpose, necessity, and expected
benefits of the acquisition and
disposal of assets.
(2). Reasons for selecting related
parties as transaction targets.
(3). For acquisition of real estate or
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). Issues concerning the dates,
prices, and transaction target for
original acquisitions by related parties
and their relationship with the
company.
(5). Monthly cash outflow and inflow
in the coming one year after the
month of contract signing and
evaluation of the reasonableness of		 procedure and evaluation of the
reasonableness of transaction
conditions. In addition, for
transactions with values exceeding
10% or more of the company's total
assets, appraisal report by
professional appraisers or opinions of
certified public accountants should be
obtained, according to article 4 item
1-2, item 5, item 6, and item 8 and
article 6.
Calculation of transaction value in the
previous item should be conducted
according to article 4 item 8.
In Judging whether transaction targets
are related parties,take into account
not only legal form but also
substantive relationship.
2. Procedure for resolution
Except trading in domestic
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 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
the Audit committee for endorsement
and board of directors for approval
and to supervisors for
acknowledgment before signing
trading contract and making payment:
(1). Purpose, necessity, and expected
benefits of the acquisition and
disposal of assets.
(2). Reasons for selecting related
parties as transaction targets.
(3). For acquisition of real estate or
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). Issues concerning the dates,
prices, and transaction target for
original acquisitions by related parties
and their relationship with the
company.
(5). Monthly cash outflow and inflow
in the coming one year after the
month of contract signing and
evaluation of the reasonableness of		 regulation
calling for
agreement by
shareholders'
meeting for
acquisition or
disposal of
major assets
transactions
between public
companies or
subsidiaries
which are not
domestic public
companies and
related parties.
Such
transactions
between public
company,
parent
company, and
subsidiary, as
well as between
subsidiaries, are
exempt from
the regulation.
Item 2-5 is
added to
contain the new
regulation.
2. Revision of
original item 2-
(2) to 2-(6) for
legal
compliance.
3. Revision of
original item 2-
(5) and 2-(6)
and revision of
item 2-5 for
applicability of
item 6-(3) and
item 6-(4) of
article 13.		 
- 43 -

Current Provision Revision Proposed Remarks transaction, in terms of necessity and transaction, in terms of necessity and fund utilization. fund utilization. (6). obtaining of appraisal reports by (6). obtaining of appraisal reports by professional appraisers or opinions of professional appraisers or opinions of certified public accountants according certified public accountants according to aforementioned stipulation. to aforementioned stipulation. (7). Restrictive conditions and other (7). Restrictive conditions and other major agreed items for the major agreed items for the transaction. transaction. The previous stipulation that For engagement in following transaction value should calculated transactions valued at NT$300 million according to article 10 item 2, with or less between the company, parent the so-called "within one year" company, or subsidiary, or between referring to one year prior to the wholly-owned subsidiaries, in terms of transaction day can be removed, as it issued shares or total paid-in capital, has been approved by the board of the board of directors can authorize directors following agreement of the chairman to make decision before Audit Committee. submitting it to the most recent For engagement in following session of the board of directors for transactions valued at NT$300 million acknowledgement: or less between the company, parent (1). acquisition or disposal of company, or subsidiary, or between equipment for business usage for the wholly-owned subsidiaries, in terms of usage right of assets; issued shares or total paid-in capital, (2). acquisition or disposal of realty the board of directors can authorize usage right for business use. chairman to make decision before When discussing issues needing submitting it to the most recent submission to the board of directors session of the board of directors for according to item 2-1 of the article, acknowledgement: the board should take into account (1). acquisition or disposal of independent directors' opinions fully equipment for business usage for the and the latter's opposition or reserved usage right of assets; opinions, if any, should be put in the (2). acquisition or disposal of realty minutes of the board. usage right for business use. The aforementioned items which When discussing the aforementioned need submission to the Audit regulation, the board of directors Committee according to item 2-1 of should take into account independent the article should obtain agreement of directors' opinions fully and the half or more of all the auditinglatter's opposition or reserved committee members before being opinions, if any, should be put into the sent to the board of directors for minutes of the board. resolution. For such case, regulations The aforementioned items which of item 3-(3) and 3-(4) of article 13 are need submission to the Audit applicable. Committee should obtain agreement For engagement in transactions of half or more of all the auditingmentioned in item 2-1 of the article committee members before being by the company or subsidiaries which sent to the board of directors for are a private company with value resolution. Otherwise, it needs the amounting to 10% or more of the agreement of two thirds or more of company's total assets, the company the agreement of all the directors and should submit the data listed in item 2 the resolution of the Audit Committee of the article to shareholders' meeting should be put in the minutes of the for their approval before signing board of directors. transaction contracts and making All the auditing-committee members payment. Transactions between the and all the directors as previous company and parent company or mentioned refer to incumbent ones. subsidiaries or between subsidiaries, 3. ～ 5(Omitted) however, are exempt from the regulation. Transaction value mentioned in item- 

- 44 -
Current Provision Revision Proposed Remarks
2-1 and the previous one of the article
should be calculated according to item
2 of article 10 and the so-called
"within one year"refers to one year
prior to the date of the transaction.
The stipulation is removed, since it
has been passed by shareholders'
meeting, Audit Committee, and the
board of directors.
3.～5.(Omitted)
Article 10 Publication of declaration
procedure
1. 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).~(5).(Omitted)
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 domestic 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.
2.～5.(Omitted)		 Article 10 Publication of declaration
procedure
1. 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)~(5).(Omitted)
(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 domestic government
bondsor foreign government bonds
with sovereign rating not lower than
that of Taiwan.
2).Trading in bonds with repurchase
agreement or reverse repurchase
agreement and subscription to or
redemption of money funds issued by
domestic securities investment
companies.
2.~5.(Omitted)		 1. Revision of
item 1-(6).1)
due to
exemption of
the need for
declaration and
reporting for
engagement by
public
companies in
transaction of
foreign
government
bonds with
sovereign rating
not lower than
that of Taiwan.
2. Remove item
1-(6).2), as the
company is not
a professional
investor,
according to
legal definition,
and advance
item 1-(6).3).
Article 13 Other important items
1. For acquisition or disposal of assets,
the company should keep related
contracts, minutes, memorandum
books, appraisal reports, and written
opinions of certified public accounts,
lawyers, or securities underwriters for
at least five years.
2. 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 underwriters have to		 Article 13 Other important items
1. For acquisition or disposal of assets,
the company should keep related
contracts, minutes, memorandum
books, appraisal reports, and written
opinions of certified public accounts,
lawyers, or securities underwriters for
at least five years.
2. 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 underwriters have to		 Given setup of
related norms
on related
businesses by
external
experts'
professional
associations and
inclusion of
execution
procedure for
production of
written opinions
by professional
appraisers,		 
- 45 -
Current Provision Revision Proposed Remarks
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.
3.～5.(Omitted)		 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.
When producing the appraisal reports
or written opinions, the
aforementioned persons show abide
by the following guidelines, in
addition to self-discipline norms of
their professional associations:
a. careful self-assessment of their
expertise, experience, and
independence beforehand;
b. complete planning and execution
according to a proper operating flow
in the formation of conclusions,
thereby producing reports or written
opinions, and entry of execution
procedure, data connection, and
conclusions in work paper;
c. assessment of the propriety and
reasonableness of data sources,
parameters, and information in use as
basis for producing appraisal report
and written opinions;
d. inclusion in declamation expertise
and independence of related persons
and propriety and reasonableness of
information in use, and legal
compliance.
3.～5. (Omitted)		 certified public
accountants,
and securities
underwriters,
add item 2, to
specify
procedure for
compliance by
external experts
and items they
should handle.
Article 14 Formulation and revision
The handling procedure was approved
by shareholders' meeting on Sept. 25,
2009, with revisions passed by
shareholders' meeting on June 13,
2012, June 21, 2013, June 16, 2014,
June 27, 2017, and June 27, 2019.		 Article 14 Formulation and revision
The handling procedure was approved
by shareholders' meeting on Sept. 25,
2009, with revisions passed by
shareholders' meeting on June 13,
2012, June 21, 2013, June 16, 2014,
June 27, 2017, and June 27, 2019and
May 30, 2022.		 Addition of
revision date		 
- 46 -

Appendix 10

Details of the Duties subject to releasing Directors (including Independent Directors) and their representatives (current term) from Non-competition

Name Current Position with Other Company
Uni-President
Enterprises Corp.
Representative
Chih-Hsien Lo		 Chairman of：
Uni-President Enterprises Corp., President Natural Industrial Corp., Ton
Yi Industrial Corp., Ttet Union Corporation, Prince Housing &
Development Corp., President Packaging Industrial Corp., Woongjin
Foods Co., Ltd., Daeyoung Foods Co., Ltd., President International
Development Corp., Uni-President China Holdings Ltd., Changjiagang
President Nisshin Food Co., Ltd., Uni-President (Philippines) Corp., Uni-
President (Thailand) Ltd., Uni-President (Vietnam) Co., Ltd., Uni-
President Enterprises (China) Investment Co., Ltd., President Chain
Store Corp., Uni-President Cold-Chain Corp., Presco Netmarketing, Inc.,
Uni-President Dream Parks Co., President Century Corp., President
Property Corp., Nanlien International Corp., Prince Real Estate Co.,
Times Square International Holding Co., Times Square International
Hotel Co., Times Square International Stays Co.,Uni-President Express
Corp.,Cheng-Shi Investment Holding Co.
Vice Chairman of：President Nisshin Corp.
Director of：
PresicarreCorp., Uni-Wonder Corp., Uni-President Organics Corp., Uni-
President Glass Industrial Co., Ltd., Cayman President Holdings Ltd., Kai
Yu (BVI) Investment Co., Ltd., President Fair Development Corp., Uni-
President Southeast Asia Holdings Ltd., Uni-President Asia Holdings Ltd.,
Uni-President Hong Kong Holdings Ltd., Champ Green Capital Co., Ltd.,
Champ Green (Shanghai) Consulting Co., Ltd., Uni-President Enterprises
(Guangzhou) Co., Ltd.,、Uni-President Enterprises (Fuzhou) Co., Ltd.,
Uni-President Enterprises (Xinjiang) Food Co., Ltd., Uni-President
Enterprises (Wuhan) Food Co., Ltd., Uni-President Enterprises (Kunshan)
Food Co., Ltd., Uni-President Enterprises (Chengdu) Food Co., Ltd., Uni-
President Enterprises (Shenyang) Co., Ltd., Uni-President Enterprises
(Harbin) Co., Ltd., Uni-President Enterprises (Hefei) Co., Ltd., Uni-
President Enterprises (Zhengzhou) Co., Ltd., Uni-President Enterprises
(Beijing) Drink Co., Ltd., Uni-President Enterprises (Kunshan) Food
Technology Co., Ltd., Uni-President Enterprises (Nanchang) Co., Ltd.,
Uni-President (Shanghai) Trading Co., Ltd., Uni-President Enterprises
(Kunming) Food Co., Ltd., Uni-Yantai Tongli Beverage Industries Co., Ltd.,
Uni-President Enterprises (Changsha) Co., Ltd., Uni-President (Bama)
Mineral Water Co., Ltd., Uni-President Enterprises (Nanning) Co., Ltd.,
Uni-President Enterprises (Zhanjiang) Co., Ltd., Uni-President
Enterprises (Chongqing) Co., Ltd., Uni-President Enterprises (Taizhou)
Co., Ltd., Uni-President Enterprises (Akesu) Co., Ltd., Uni-President
Enterprises (Changchun) Co., Ltd., Uni-President (Shanghai) Pearly
Century Co., Ltd., Uni-President Enterprises (Baiyin) Co., Ltd., Hainan
President Enterprises Co., Ltd., Uni-President Enterprises (Guiyang) Co.,
Ltd., Uni-President Enterprises (Jinan) Co., Ltd., Uni-President
Enterprises (Hangzhou) Co., Ltd., Uni-President Enterprises (Wuxue)
Mineral Water Co., Ltd., Shijiazhuang President Enterprises Co., Ltd.,
Uni-President Enterprises(Xuzhou)Co.,Ltd.,Uni-President Enterprises		 
- 47 -
Name Current Position with Other Company
(Henan) Co., Ltd., Uni-President Trading (Kunshan) Co., Ltd., Uni-
President Enterprises (Shaanxi) Co., Ltd.、Uni-President Enterprises
(Jiangsu) Co., Ltd., Uni-President Enterprises (Changbai Mountain Jilin)
Mineral Water Co., Ltd., Uni-President Enterprises (Ningxia) Co., Ltd.,
Uni-President Enterprises (Shanghai) Co., Ltd., Uni-President Enterprises
(Inner Mongolia) Co., Ltd., Uni-President Enterprises (Shanxi) Co., Ltd.,
Uni-President Enterprise (Hutubi) Tomato Products Technology Co., Ltd.,
Uni-President Enterprises (Shanghai) Drink & Food Co., Ltd., Uni-
President Enterprises (Tianjin) Co., Ltd., Uni-President Enterprises
(Hunan) Co., Ltd., Uni-Oao Travel Service Corp., President Packaging
Holdings Ltd., Kuang Chuan Dairy Co., Ltd., Kuang Chuan Foods Ltd.,
Uni-President Development Corp., President Professional Baseball Team
Corp., Tait Marketing & Distribution Co., Ltd., Wei Lih Food Industrial
Co., Ltd., Keng Ting Enterprises Co., Ltd., President Chain Store (BVI)
Holdings Ltd., President Chain Store (Labuan) Holdings Ltd., Rsi, Retail
Support International Corp., Prince Property Management Consulting
Co., Uni-President Assets Holdings Ltd., Kao Chuan Inv. Co., Ltd.
Supervisor of：
Infinity Holdings Ltd., Eternity Holdings Ltd.,Celestial Prosperities
HoldingsLtd.
President of：Presco NetmarketingInc., Uni-President Express Corp.
Uni-President
Enterprises Corp.
Representative:
Tsung-Ming Su		 Chairman of：
President Life Sciences Co., Ltd., Tong Yu Investment Corp.,
Uni-President Development Corp., AndroSciences Corp.
Director of：
Grand Bills Finance Corp., President International Development Corp.,
Uni-President China Holdings Ltd., President Tokyo Corp., Uni-President
Hong Kong Holdings Limited, Ltd., President Chain Store Corp.,
President (BVI) International Investment Holdings Ltd., President Life
Sciences Cayman Co., Ltd., President Tokyo Auto Leasing Corp., Ltd.,
Tong Sheng (Suzhou) Car Rental Co., Ltd., Tanvex Biologics, Inc., Xiang Lu
Industrial Ltd.,
Supervisor of：
Presicarre Corp., Uni-President Enterprises (China) Investment Co., Ltd.,
Presco Netmarketing Inc.
President of：
President International Development Corp.,President PropertyCorp.
Kao Chyuan Inv. Corp.
Representative:
Shiow-Ling Kao		 Chairman of：
Kao Chuan Inv. Co., Ltd., President Being Corp., President Fair
Development Corp., Uni-President Department Store Corp., President
Pharmaceutical Corp., President Drugstore Business Corp., Infinity
Holdings Ltd., Eternity Holdings Ltd.,Celestial Prosperities Holdings Ltd.
Director of：
Uni-President Enterprises Corp., President Chain Store Corp., Ton Yi
Industrial Corp., President International Development Corp., Uni-
President Development Corp., Prince Housing & Development Corp.,
Times Square International Hotel Co.,Grape KingBio Ltd.,Uni-Wonder		 
- 48 -
Name Current Position with Other Company
Corp., President Century Corp., Times Square International Holding Co.,
President (Shanghai) Health Product Trading Company Ltd., Beauty
Wonder(Zhejiang) Trading Co., Ltd.,
President of：
President Fair Development Corp.、Kao Chuan Inv. Co., Ltd.
Tainan Spinning Co.,
Ltd.
Representative:
Po-Ming Hou		 Chairman of：
Tainan Spinning Co., Ltd., Tainan Spinning Retail & Distribution Co., Ltd.,
Tainan Spinning Co., Ltd.(Vietnam), Nan-Fan International Investment
(Cayman), Ltd., Tainan Textile Co., Ltd., Yu Peng Investment Co., ltd.,
New Yupeng Investment Co., Ltd., Tainan Spinning Cultural and
Educational Foundation.
Director of：
Nanfang Development Co., Ltd., Tainan Spinning Holdings (Cayman
Islands) Co., Ltd., Prince Housing & Development Corp., Uni-President
Enterprises Corp., President International Development Corp., Nantex
Industry Co., Ltd., T. G. I. Co., Ltd., President Real Estate(U.S.)
Investment Co, Nan Tai Royal Co., Ltd.
Uni-President
Enterprises Corp.
Representative:
Tsung-Pin Wu		 Chairman of：
Tung –Ren Pharmaceutical Corp., Kai Nan Investment Co.,
Director of：
Prince Housing & Development Corp., President Fair Development
Corp., Uni-President (Vietnam) Co., Ltd., Uni-President (Vietnam) Co.,
Ltd., Uni-President Hong Kong Holdings Ltd., President Chain Store
Corp., Kuang Chuan Dairy Co., Ltd., Kuang Chuan Foods Ltd., Tung Lo
Development Co., Ltd., Tone Sang Construction Corp., Prince Real Estate
Co., Times Square International Holding Co., Times Square International
Hotel Co., Cheng-Shi Investment Holding Co.
Supervisor of：
President Kikkoman Inc., Woongjin Foods Co., Ltd., Daeyoung Foods Co.,
Kunshan President Kikkoman Biotechnology Co., Ltd., President
International Development Corp., President Kikkoman Zhenji Foods Co.,
Ltd., Ltd., President Century Corp., President Professional Baseball Team
Corp., Nanlien International Corp., Times Square International Stays Co.,
Ltd., Uni-President Express Corp.
Uni-President
Enterprises Corp.
Representative:
Chin-Yuan Cheng		 Chairman of：Jin-Guan-Cheng Corp.
Uni-President
Enterprises Corp.
Representative:
Jia-Horng Guo		 Chairman of：Taishin Securities Co., Ltd.
Supervisor of：Standard Motor Corp., Dynasty Techwood Corp.
Director of：Easycard Corporation		 
- 49 -
Name Current Position with Other Company
President International
Development Corp.		 Chairman of：President Life Sciences Co., Ltd., AndroSciences Corp.
Director of：
AnnJi Pharmaceutical Co. Ltd., Helios Bioelectronics Inc.,
Dabomb Protein Corp., RenalPro Medical, Inc.
President International
Development Corp.
Representative:
Chiou-Ru Shih		 Director of：
SyNergy ScienTech Corp., President Life Sciences Cayman Co., Ltd.,
Grand Bills Finance Corp., IMQ Technology Inc., Dabomb Protein Corp.,
Helios Bioelectronics Inc.,
Vice President of：President International Development Corp.
National Development
Fund, Executive Yuan		 Director of：
Genovate Biotechnology Co., Taiwan Biotech Co., Ltd., Taiwan Flower
Biotechnology Co., Ltd., United Biomedical Inc. (Asia), Adimmune Corp.,
TaiGen Biopharmaceuticals Holdings Ltd., PharmaEssentia Corp.,
PharmaEngine Inc., TaiAn Technologies Corp., TaiMed Biologics Inc.,
EirGenix Inc., MetaTech Inc., Apex Medical Corp.
Point Robotics MedTech Inc., Locus Cell Co., Ltd., Intech Biopharm Co.
National Development
Fund, Executive Yuan
Representative: Ming-
Chuan Hsieh		 Director of：
Harbinger VI Venture Capital Corp.,
Independent Director of：
Uni Pharma Co., Ltd
National Development
Fund, Executive Yuan
Representative:
Ya-Po Yang		 Independent Director of：
Air Asia Limited.
Taiwan Sugar Corp. Taiwan Sugar Corp.
Director of：
TaiGen Biopharmaceuticals Holdings Ltd.
Taiwan Sugar Corp.
Representative:
Kuo-Hsi Wang		 Vice President of：Taiwan Sugar Corp.
Director of：TaiGen biotechnology Co., Ltd.
Lewis Lee Independent Director of：
Brogent Technologies Inc., All Ring Tech Co., Ltd.,
Poya International Co., Ltd.
Jin Yuan President Securities Corporation Limited.
Wen-Chang Chang Chairman of：
Taipei Medical University
Independent Director of：
Taiwan Aulisa Medical Devices Technologies Inc.,
Pharmosa Biopharm Inc.		 
- 50 -

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