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SPT AGM Information 2026
51922_rns_2026-05-27_dda41231-c225-4aa5-aaff-151d54cc6f44.pdf
AGM Information
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台灣神隆股份有限公司
ScinoPharm Taiwan, Ltd.
Table of Contents
I. Meeting Agenda... 1
II. Proposals
1. Report Items... 2
2. Ratification Items... 2
3. Discussion Items... 3
4. Extemporary motions... 4
5. Meeting adjourned... 4
III. Appendices
1. 2025 Business Report... 5
2. 2025 Audit Committee’s Review Report... 7
3. Auditors’ Report and 2025 Parent Company Only Financial Statements... 8
4. Auditor’s Report and 2025 Consolidated Financial Statements... 18
5. 2025 Earnings Distribution Proposal... 28
6. Contrast table for amendments to Articles of Incorporation... 29
7. Contrast table for amendments to Operational Procedures for Acquisition and Dispose of Assets... 31
8. Details of the Duties Subject to Releasing Directors and Independent Directors from...
Non-competition... 32
IV. Exhibits.
1. Rules of Procedures for Shareholders’ Meeting... 36
2. Articles of Incorporation (before revision)... 43
3. Required minimum and actual shareholding data by Directors... 51
ScinoPharm Taiwan, Ltd.
Handbook for 2026 Annual General Shareholders’ Meeting
I. Meeting Agenda
Time: 10:00a.m., Wednesday, May 27, 2026
Place: ScinoPharm Taiwan, Ltd. (Corporate location)
Address: 1 Nan-Ke 8th Road, Southern Taiwan Science Park, Shan-Hua, Tainan, Taiwan
Convene Format: Physical Shareholders’ Meeting
-
Announcement of Meeting in Session (following the announcement of shares represented at the meeting)
-
Chairman’s Address
-
Report Items
(1) 2025 Business Report.
(2) Audit Committee’s Review Report on 2025 Financial Results.
(3) 2025 Remuneration for Employees and Directors.
- Ratification Items
(1) Ratification of 2025 Business Report and Financial Statements.
(2) Ratification of the Proposed Distribution of 2025 Earnings.
- Discuss Items
(1) Proposed Amendments to the Articles of Incorporation of the Company
(2) Proposed Amendments to the Operational Procedures for Acquisition and Dispose of Assets of the Company
(3) Proposed release the Directors (including Independent Directors) and their representatives from non-competition restrictions.
-
Extemporary motions
-
Meeting adjourned
2
II. Proposals
1. Report Items
(1) 2025 Business Report.
Explanation: The business report for 2025 is attached as Appendix 1 at page 5~6.
(2) Audit Committee’s Review Report on 2025 Financial Results.
Explanation: The Audit Committee Review Report is attached as Appendix 2 on page 7.
(3) 2025 Remuneration for Employees and Directors.
Explanation:
a. The remuneration distribution for employees and directors on 2025 is calculated according to Article 40 of the Articles of Incorporation: “Should the Company earn surpluses within the current term, at least two percent of surpluses should be set aside for employee compensation (compensation for grassroots employees shall be no less than one percent), 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 2025 was NT$14,732,544, making up 8.97% of the year’s profit. The company’s grassroots employees are "non-managerial employees whose salaries are below the grassroots employees’ salary level as defined in the Regulations on Additional Deduction of Expenses for Salary Increase of Small and Medium-sized Enterprises (NT$63,000 monthly average regular salary in 2025)". The number of such employees is 299, and the total amount of compensation distributed to them is NT$4,626,911. Directors’ compensation was NT$2,191,211, making up 1.33% 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.
2. Ratification Items
(1) Ratification of 2025 Business Report and Financial Statements.
(Proposed by the Board)
Explanation:
a. The Parent and Consolidated Financial Statements for 2025 of the Company as adopted by the March 4, 2026 meeting of the Board of Directors and duly certified by Fang-Ting Yeh, Certified Public Accountant and Hui-Yu Hsu, 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. Appendix 1 (at Page 5~6) and Appendices 3~4 (at Page 8~27) for the Business Report, Auditors’ Reports, parent and consolidated financial statements.
Resolution:
(2) Ratification of the Proposed Distribution of 2025 Earnings. (Proposed by the Board)
Explanation:
a. The 2025 Earning Distribution Proposal is attached as Appendix 5 on page 28.
b. The Company's distributable earnings for 2025 are NT$456,081,983. Proposed cash dividend is NT$229,314,375; the cash dividend to be distributed is NT$0.29 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.
Resolution
3. Discuss Items
(1) Proposed Amendments to the Articles of Incorporation of the Company. (Proposed by the Board)
Explanation:
a. In accordance with the Financial Supervisory Commission's "Corporate Governance 3.0 - Sustainable Development Blueprint" and the explanation letter of TWSE, No.1120014763 on Aug. 23, 2023 revision of article 4 of the "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": the number of independent directors shall not be less than three. Furthermore, starting in 2027, the number of independent directors of listed companies shall not be less than one-third of the total number of directors. To comply with regulatory requirements and corporate governance practices, the Company is revising the article of Incorporation of the Company.
b. Key revision: The number of directors has been adjusted from seventeen to twelve, of whom no fewer than three shall be independent directors, and independent directors shall constitute no less than one-third of the board seats.
c. Please refer to Appendix 6 (page29~30) of the Meeting Handbook of Contrast table for Amendments to the articles of Incorporation of the Company. For the entire original Articles of the Company, please see Exhibit 2(Page43~50).
d. It is proposed that resolution be adopted for the authorization proposed above.
Resolution
(2) Proposed Amendments to the Operational Procedures for Acquisition and Dispose of Assets of the Company. (Proposed by the Board)
Explanation:
a. According to the decree of The Financial Supervisory Commission on July 24, 2025, No.1140383333, on revision of the "Regulations Governing the Acquisition and Disposal of Assets by Public Companies", adding provisions to relax the public announcement and reporting standards for companies with paid-in capital of NT$50 billion or more when acquiring or disposing of equipment for business use with non-related parties. Based on the company's paid-in capital and the regulatory announcement and reporting standards, and because the regulations for companies with paid-in capital of NT$10 billion or more and the FSC's relaxed regulations for companies with paid-in capital of NT$50 billion do not apply, the content of item 4 of the first paragraph of this article is amended.
b. Key revision: Based on the company's paid-in capital and regulatory announcement and reporting standards, and because regulations pertaining to companies with paid-in capital of NT$10 billion or more and the Financial Supervisory Commission's (FSC) recent relaxation to NT$50 billion do not apply, Section 1, Item 4 of Article 10 of this procedure is revised.
c. Please refer to Appendix 7 (page31) of the Meeting Handbook of Contrast table for Amendments to the Operational Procedures for Acquisition and Dispose of Assets of the Company.
d. It is proposed that resolution be adopted for the authorization proposed above.
Resolution
(3) Proposed release the Directors (including Independent Directors) and their representatives from non-competition 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's 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 8 (at page32~35).
d. It is proposed that resolution be adopted for the authorization proposed above.
Resolution:
-
Extemporary motions
-
Meeting adjourned
4
5
III. Appendices
Appendix 1
ScinoPharm Taiwan, Ltd.
Letter to Shareholders
In 2025, according to forecasts by major international institutions, global economic growth remained moderate, although the pace of expansion slowed. Inflationary pressures in major economies gradually eased, and market expectations pointed to a gradual interest rate easing cycle. Monetary policies sought to balance inflation control with economic stability, while central banks continued to respond prudently to geopolitical uncertainties, energy price volatility, and fiscal pressures. The U.S. economy demonstrated relative resilience, supported by technology investment and consumer spending. China continued to stabilize domestic demand and promote industrial upgrading through policy initiatives, while Europe's recovery remained moderate amid energy cost pressures and regional security concerns. Meanwhile, global supply chain restructuring continued, with enterprises placing greater emphasis on regionalization and supply resilience. Investments in artificial intelligence, advanced manufacturing, and green transformation—driven by policy support and corporate capital expenditures—continued to promote industrial upgrading and cross-border collaboration. Against this complex and uncertain external environment, ScinoPharm Taiwan adhered to a prudent operating philosophy and a long-term strategy focused on high-potential markets. The Company remained committed to strengthening its core pharmaceutical technologies and high-quality manufacturing capabilities, enhancing its product portfolio, and maintaining flexibility in response to evolving market and regulatory conditions. Through continued portfolio optimization and global expansion, ScinoPharm Taiwan laid a solid foundation for sustainable mid-to long-term growth.
In 2025, consolidated revenue reached NT$3.163 billion, with net income after tax of NT$137 million and earnings per share of NT$0.17. As of year-end, paid-in capital totaled NT$7.907 billion, while shareholders' equity amounted to NT$10.525 billion, representing 88.76% of total assets of NT$11.858 billion. The Company maintained a sound and stable financial structure, with long-term funds covering fixed assets by 3.27 times and a current ratio of 7.74 times, reflecting strong liquidity and financial resilience.
Strengthening Three Core Business Pillars
ScinoPharm Taiwan continued to focus on the development of its three core businesses—proprietary active pharmaceutical ingredients (APIs), proprietary finished dosage forms (formulations), and contract development and manufacturing (CDMO)—while further enhancing its technological competitiveness and market presence. In the proprietary API segment, shipment volumes of key products achieved double-digit growth. Two additional oncology products completed Drug Master File registrations, reinforcing the Company's development pipeline. ScinoPharm Taiwan continued to optimize production capacity and supply chain flexibility to respond effectively to pricing competition, while actively expanding into new markets and customer bases in regions including China, Europe, and South America. These efforts enabled the Company to further integrate into customers' supply chains and maximize the value of its proprietary API portfolio.
In proprietary finished dosage forms, the Company focused on high-value injectable and drug-device combination products, targeting therapeutic areas such as oncology, hematology, metabolic disorders, and central nervous system diseases. As part of its global commercialization strategy, ScinoPharm Taiwan has consistently prioritized the United States as a key market for regulatory filings and commercial deployment, while continuing to expand its injectable product portfolio. In early 2026, the Company successfully obtained U.S. FDA approval for Glatiramer Acetate Injection for the treatment of multiple sclerosis, with two additional products currently under FDA review. In Taiwan, the Company has obtained marketing approval for Bortezomib for multiple myeloma and is actively pursuing National Health Insurance reimbursement. Applications for diabetes treatments remain under review, and multiple additional regulatory submissions are planned to benefit local patients and anchor internationally recognized development capabilities and high-quality medicines in Taiwan. Non-U.S. market expansion has also commenced, with ongoing efforts to advance strategic collaborations across Europe, Asia, and emerging markets.
In the CDMO business, ScinoPharm Taiwan focused on its strengths in peptides, steroids, and cytotoxic products. The business development team actively showcased the Company's technological capabilities through international exhibitions, pursuing collaboration opportunities with innovative pharmaceutical companies. By leveraging its manufacturing capacity and expertise in peptide and cytotoxic products, ScinoPharm Taiwan expanded its contract manufacturing portfolio and diversified its customer base. The Company continued to provide integrated services across APIs and finished dosage forms, strengthening long-term partnerships and enhancing growth momentum.
In response to growing demand in China, subsidiary SciAnda (Changshu) Pharmaceuticals, Ltd. actively expanded its proprietary API customer base and deepened collaboration with local finished dosage form manufacturers. Through multiple GMP compliance inspections, the subsidiary provided strong regulatory support for customer product launches and submitted additional regulatory filings. Beyond serving domestic demand, SciAnda Changshu Pharmaceuticals also targeted international markets and expanded its CDMO business, reinforcing its operational foundation and customer engagement in the region.
Brand, Sustainability, and Long-Term Outlook
The year 2025 marked a milestone in strengthening ScinoPharm Taiwan's brand communication. The Company reaffirmed that its purpose extends beyond manufacturing medicines to safeguarding life and health, formally defining its brand spirit, vision, mission, and core values. This initiative aligned employees around shared goals while clearly communicating the Company's value proposition as it advances toward becoming an internationally recognized pharmaceutical company. ScinoPharm Taiwan also remained committed to sustainable operations. The Company completed its 2024 greenhouse gas inventory covering Scopes 1 to 3, obtained third-party limited assurance in accordance with the GHG Protocol, and was recognized as one of CommonWealth Magazine's "Excellence in Corporate Social Responsibility Award." In addition, we successfully passed the Taiwan Intellectual Property Management System (TIPS) verification in 2025, achieving A-level certification.
Looking ahead, ScinoPharm Taiwan will continue to deepen collaboration with global pharmaceutical partners, enhance international visibility, and expand its presence in small-molecule drugs, peptide therapeutics, and high value-added products. While advancing its global footprint, the Company remains committed to strengthening domestic supply capabilities in Taiwan, responding to government initiatives to enhance pharmaceutical supply resilience, and creating long-term value for shareholders through steady and sustainable growth.
6
Appendix 2
Audit Committee’s Review Report
The Board of Directors has prepared the Company's 2025 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
March 4, 2026
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, 2025 and 2024, 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 material 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, 2025 and 2024, 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 Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of 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 2025 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 2025 parent company only financial statements are stated as follows:
Occurrence of sales revenues from API and injection products
Description
Refer to Note 4(26) for accounting policy on revenue recognition and Note 6(17) 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:
- We evaluated the 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 been properly approved.
- We sampled transaction details and supporting documents for consistency from transaction counterparties who have higher turnover growth.
- We sent confirmation letters for significant year-end accounts receivable, ascertained whether 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, 2025, the balances of inventory and allowance for inventory valuation losses were $1,865,912 thousand and $391,038 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 considered 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:
- 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.
- 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.
- We sampled and verified the accuracy of inventory aging report and evaluated whether the older inventories were obsolete.
- We sampled the computation of net realisable value of individual inventory and compared with account records.
9
10
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 Standards on Auditing of 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 parent company only financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
- Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a
going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our 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.
-
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements of the current period and are therefore the key audit matters. We describe these matters in our 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.
Yeh, Fang-Ting
Independent Accountants
Hsu, Hui-Yu
PricewaterhouseCoopers, Taiwan
Republic of China
March 4, 2026
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 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.
11
SCINOPHARM TAIWAN, LTD.
PARENT COMPANY ONLY BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Assets | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| AMOUNT | % | AMOUNT | % | |||
| Current assets | ||||||
| 1100 | Cash and cash equivalents | 6(1) | $ 3,025,333 | 26 | $ 4,068,213 | 35 |
| 1110 | Financial assets at fair value through | 6(2) | ||||
| profit or loss - current | 90 | - | - | - | ||
| 1140 | Contract assets - current | 6(17) | - | - | 29,397 | - |
| 1170 | Accounts receivable, net | 6(3) and 12 | 594,508 | 5 | 581,284 | 5 |
| 1200 | Other receivables | 10,655 | - | 19,238 | - | |
| 1210 | Other receivables - related parties | 7 | 2,699 | - | 3,720 | - |
| 130X | Inventories | 5 and 6(4) | 1,474,874 | 13 | 1,512,887 | 13 |
| 1410 | Prepayments | 106,860 | 1 | 100,938 | 1 | |
| 11XX | Total current assets | 5,215,019 | 45 | 6,315,677 | 54 | |
| Non-current assets | ||||||
| 1517 | Financial assets at fair value through | 6(5) | ||||
| other comprehensive income | ||||||
| - non-current | 1,367,738 | 12 | 70,134 | 1 | ||
| 1550 | Investments accounted for using | 6(6) | ||||
| equity method | 1,407,800 | 12 | 1,556,076 | 13 | ||
| 1600 | Property, plant and equipment | 6(7)(9) and 7 | 2,263,728 | 20 | 2,489,060 | 21 |
| 1755 | Right-of-use assets | 6(8) | 611,247 | 5 | 621,860 | 5 |
| 1780 | Intangible assets | 9,467 | - | 11,328 | - | |
| 1840 | Deferred income tax assets | 6(24) | 563,647 | 5 | 524,419 | 5 |
| 1915 | Prepayments for equipment | 6(7) | 137,306 | 1 | 149,977 | 1 |
| 1920 | Guarantee deposits paid | 1,551 | - | 848 | - | |
| 1980 | Other financial assets - non-current | 6(1) and 8 | 29,270 | - | 30,940 | - |
| 1990 | Other non-current assets | 41,386 | - | - | - | |
| 15XX | Total non-current assets | 6,433,140 | 55 | 5,454,642 | 46 | |
| 1XXX | Total assets | $ 11,648,159 | 100 | $ 11,770,319 | 100 |
(Continued)
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SCINOPHARM TAIWAN, LTD.
PARENT COMPANY ONLY BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Liabilities and Equity | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| AMOUNT | % | AMOUNT | % | |||
| Current liabilities | ||||||
| 2120 | Financial liabilities at fair value | 6(2) | ||||
| through profit or loss - current | $ | - | $ | 1,225 | ||
| 2130 | Contract liabilities - current | 6(17) | 104,039 | 1 | 118,413 | 1 |
| 2150 | Notes payable | 12 | - | 1,211 | - | |
| 2170 | Accounts payable | 51,578 | - | 51,840 | 1 | |
| 2180 | Accounts payable - related parties | 7 | 1,229 | - | 31,261 | - |
| 2200 | Other payables | 6(10) and 7 | 306,248 | 3 | 362,560 | 3 |
| 2230 | Current income tax liabilities | 6(24) | 14,488 | - | 11,479 | - |
| 2280 | Lease liabilities - current | 23,461 | - | 19,638 | - | |
| 21XX | Total current liabilities | 501,055 | 4 | 597,627 | 5 | |
| Non-current liabilities | ||||||
| 2570 | Deferred income tax liabilities | 6(24) | 628 | - | 1,304 | - |
| 2580 | Lease liabilities - non-current | 608,777 | 6 | 620,342 | 6 | |
| 2640 | Net defined benefit liabilities - non-current | 6(11) | 10,694 | - | 23,614 | - |
| 2645 | Guarantee deposits received | 2,268 | - | 1,628 | - | |
| 25XX | Total non-current liabilities | 622,367 | 6 | 646,888 | 6 | |
| 2XXX | Total liabilities | 1,123,422 | 10 | 1,244,515 | 11 | |
| Equity | ||||||
| Share capital | 6(12) | |||||
| 3110 | Common stock | 7,907,392 | 68 | 7,907,392 | 67 | |
| 3200 | Capital surplus | 6(13) | 1,294,689 | 11 | 1,294,689 | 10 |
| Retained earnings | 6(15) | |||||
| 3310 | Legal reserve | 817,709 | 7 | 783,817 | 7 | |
| 3320 | Special reserve | 126,177 | 1 | 185,856 | 2 | |
| 3350 | Unappropriated earnings | 366,455 | 3 | 480,227 | 4 | |
| 3400 | Other equity interest | 6(16) | 12,315 | - | (126,177) | (1) |
| 3XXX | Total equity | 10,524,737 | 90 | 10,525,804 | 89 | |
| Significant contingent liabilities and unrecognised contract commitments | 7 and 9 | |||||
| 3X2X | Total liabilities and equity | $ 11,648,159 | 100 | $ 11,770,319 | 100 |
The accompanying notes are an integral part of these parent company only financial statements.
SCINOPHARM TAIWAN, LTD.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except for earnings per share amount)
| Items | Notes | Year ended December 31 | ||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| AMOUNT | % | AMOUNT | % | |||
| 4000 | Operating revenue | 6(17) and 7 | $ 3,108,908 | 100 | $ 3,139,056 | 100 |
| 5000 | Operating costs | 6(4)(11)(22)(23) and 7 | ( 2,006,119) | ( 65) | ( 2,002,206) | ( 64) |
| 5900 | Net operating margin | 1,102,789 | 35 | 1,136,850 | 36 | |
| Operating expenses | 6(7)(11)(22)(23), 7 and 12 | |||||
| 6100 | Selling expenses | ( 130,037) | ( 4) | ( 145,448) | ( 5) | |
| 6200 | General and administrative expenses | ( 288,402) | ( 9) | ( 292,596) | ( 9) | |
| 6300 | Research and development expenses | ( 437,265) | ( 14) | ( 395,942) | ( 12) | |
| 6450 | Expected credit gain (loss) | 31 | - | ( 1,814) | - | |
| 6000 | Total operating expenses | ( 855,673) | ( 27) | ( 835,800) | ( 26) | |
| 6900 | Operating profit | 247,116 | 8 | 301,050 | 10 | |
| Non-operating income and expenses | ||||||
| 7100 | Interest income | 6(18) | 53,004 | 2 | 60,930 | 2 |
| 7010 | Other income | 6(5)(19) and 7 | 33,592 | 1 | 11,289 | - |
| 7020 | Other gains and losses | 6(2)(9)(20) and 12 | ( 33,940) | ( 1) | 6,035 | - |
| 7050 | Finance costs | 6(8)(21) | ( 7,282) | - | ( 7,292) | - |
| 7070 | Share of (loss) profit of subsidiaries, associates and joint ventures | 6(6) | ||||
| accounted for using equity method | ( 145,164) | ( 5) | 40,922 | 1 | ||
| 7000 | Total non-operating income and expenses | ( 99,790) | ( 3) | 111,884 | 3 | |
| 7900 | Profit before income tax | 147,326 | 5 | 412,934 | 13 | |
| 7950 | Income tax expense | 6(24) | ( 10,375) | ( 1) | ( 73,584) | ( 2) |
| 8200 | Profit for the year | $ 136,951 | 4 | $ 339,350 | 11 | |
| Other comprehensive income (loss) | ||||||
| Components of other comprehensive income (loss) that will not be reclassified to profit or loss | ||||||
| 8311 | Actuarial gains (losses) on defined benefit plan | 6(11) | $ 311 | - | ($ 540) | - |
| 8316 | Unrealised gain from equity instruments measured at fair value through other comprehensive income | 6(5)(16) | ||||
| 8349 | Income tax related to components of other comprehensive income that will not be reclassified to profit or loss | 6(24) | 141,604 | 5 | 161 | - |
| Components of other comprehensive income (loss) that will be reclassified to profit or loss | ( 62) | - | 107 | - | ||
| 8361 | Financial statements translation differences of foreign operations | 6(6)(16) | ||||
| 8300 | Total other comprehensive income for the year | $ 138,741 | 5 | $ 59,246 | 2 | |
| 8500 | Total comprehensive income for the year | $ 275,692 | 9 | $ 398,596 | 13 | |
| Earnings per share (in dollars) | 6(25) | |||||
| 9750 | Basic | $ 0.17 | $ 0.43 | |||
| 9850 | Diluted | $ 0.17 | $ 0.43 |
The accompanying notes are an integral part of these parent company only financial statements.
SCINOPHARM TAIWAN, LTD.
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Notes | Share capital - common stock | Capital reserve | Retained Earnings | Other Equity Interest | Total | ||||
|---|---|---|---|---|---|---|---|---|---|
| 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 | |||||
| Year ended December 31, 2024 | |||||||||
| Balance at January 1, 2024 | $ 7,907,392 | $ 1,294,689 | $ 755,145 | $ 98,176 | $ 494,884 | ($ 88,156 ) | ($ 97,700 ) | $ 10,364,430 | |
| Net income for the year | - | - | - | - | 339,350 | - | - | 339,350 | |
| Other comprehensive income (loss) for the year | 6(5)(6)(16) | ( 433 ) | 59,518 | 161 | 59,246 | ||||
| Total comprehensive income | - | - | - | - | 338,917 | 59,518 | 161 | 398,596 | |
| Distribution of 2023 net income: | |||||||||
| Legal reserve | - | - | 28,672 | - | ( 28,672 ) | - | - | - | |
| Special reserve | - | - | - | 87,680 | ( 87,680 ) | - | - | - | |
| Cash dividends | 6(15) | ( 237,222 ) | - | - | ( 237,222 ) | ||||
| Balance at December 31, 2024 | $ 7,907,392 | $ 1,294,689 | $ 783,817 | $ 185,856 | $ 480,227 | ($ 28,638 ) | ($ 97,539 ) | $ 10,525,804 | |
| Year ended December 31, 2025 | |||||||||
| Balance at January 1, 2025 | $ 7,907,392 | $ 1,294,689 | $ 783,817 | $ 185,856 | $ 480,227 | ($ 28,638 ) | ($ 97,539 ) | $ 10,525,804 | |
| Net income for the year | - | - | - | - | 136,951 | - | - | 136,951 | |
| Other comprehensive income (loss) for the year | 6(5)(6)(16) | 249 | ( 3,112 ) | 141,604 | 138,741 | ||||
| Total comprehensive income (loss) | - | - | - | - | 137,200 | ( 3,112 ) | 141,604 | 275,692 | |
| Distribution of 2024 net income: | |||||||||
| Legal reserve | - | - | 33,892 | - | ( 33,892 ) | - | - | - | |
| Cash dividends | 6(15) | ( 276,759 ) | - | - | ( 276,759 ) | ||||
| Reversal of special reserve | - | - | - | ( 59,679 ) | 59,679 | - | - | - | |
| Balance at December 31, 2025 | $ 7,907,392 | $ 1,294,689 | $ 817,709 | $ 126,177 | $ 366,455 | ($ 31,750 ) | $ 44,065 | $ 10,524,737 |
The accompanying notes are an integral part of these parent company only financial statements.
16
SCINOPHARM TAIWAN, LTD.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Notes | Year ended December 31 | ||
|---|---|---|---|
| 2025 | 2024 | ||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| Profit before tax | $ 147,326 | $ 412,934 | |
| Adjustments | |||
| Adjustments to reconcile profit (loss) | |||
| (Gain) loss on valuation of financial assets and liabilities at fair value through profit or loss | ( 1,315 ) | 9,529 | |
| Expected credit (gain) loss | 12 | ( 31 ) | 1,814 |
| Loss on (gain on reversal of) inventory market price decline | 6(4) | ||
| Share of loss (profit) of subsidiaries, associates and joint ventures accounted for using equity method | 67,282 | ( 897 ) | |
| Depreciation of property, plant and equipment | 6(7)(22) | 145,164 | ( 40,922 ) |
| Depreciation of right-of-use assets | 6(8)(22) | 362,038 | 354,080 |
| Property, plant and equipment transferred to loss | 6(7) | 18,854 | 15,422 |
| (Gain) loss on disposal of property, plant and equipment | 6(20) | 119 | |
| (Gain on reversal of) impairment loss | 6(7)(9)(20) | ( 119 ) | 682 |
| Amortisation | 6(22) | 2,251 | 1,119 |
| Interest income | 6(18) | 17,139 | 5,994 |
| Dividend income | 6(5)(19) | ( 53,004 ) | ( 60,930 ) |
| Interest expense | 6(21) | 25,615 | - |
| Changes in operating assets and liabilities | 7,282 | 7,292 | |
| Changes in operating assets | |||
| Contract assets - current | 29,397 | ( 29,397 ) | |
| Accounts receivable | ( 13,193 ) | 197,957 | |
| Other receivables | 6,672 | ( 3,105 ) | |
| Other receivables - related parties | 1,021 | ( 760 ) | |
| Inventories | ( 33,089 ) | ( 142,550 ) | |
| Prepayments | ( 2,102 ) | ( 8,827 ) | |
| Changes in operating liabilities | |||
| Contract liabilities - current | ( 14,374 ) | 30,530 | |
| Notes payable | ( 1,199 ) | 33 | |
| Accounts payable | ( 262 ) | ( 16,523 ) | |
| Accounts payable - related parties | ( 30,032 ) | ( 12,022 ) | |
| Other payables | ( 27,052 ) | 13,222 | |
| Net defined benefit liabilities - non-current | ( 12,609 ) | ( 31,440 ) | |
| Cash inflow generated from operations | 585,928 | 703,354 | |
| Interest received | 54,915 | 60,230 | |
| Dividends received | 25,615 | - | |
| Interest paid | ( 7,282 ) | ( 7,292 ) | |
| Income tax paid | ( 47,332 ) | ( 105,534 ) | |
| Net cash flows from operating activities | 611,844 | 650,758 |
(Continued)
The accompanying notes are an integral part of these parent company only financial statements.
SCINOPHARM TAIWAN, LTD.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Notes | Year ended December 31 | ||
|---|---|---|---|
| 2025 | 2024 | ||
| CASH FLOWS FROM INVESTING ACTIVITIES | |||
| Acquisition of financial assets at fair value through other comprehensive income - non-current | ($ 1,156,000) | $ - | |
| Cash paid for acquisition of property, plant and equipment | 6(26) | ||
| ( 68,398) | ( 85,965) | ||
| Proceeds from disposal of property, plant and equipment | 119 | - | |
| Acquisition of intangible assets | ( 4,932) | ( 5,639) | |
| Increase in prepayments for equipment | 6(26) | ( 134,378) | ( 104,257) |
| Increase in guarantee deposits paid | ( 703) | ( 21) | |
| Decrease in other financial assets - non-current | 1,670 | - | |
| Net cash flows used in investing activities | ( 1,362,622) | ( 195,882) | |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
| Repayment of the principal portion of lease liabilities | 6(27) | ( 15,983) | ( 12,472) |
| Increase in guarantee deposits received | 6(27) | 640 | 1,628 |
| Payment of cash dividends | 6(15) | ( 276,759) | ( 237,222) |
| Net cash flows used in financing activities | ( 292,102) | ( 248,066) | |
| Net (decrease) increase in cash and cash equivalents | ( 1,042,880) | 206,810 | |
| Cash and cash equivalents at beginning of year | 6(1) | 4,068,213 | 3,861,403 |
| Cash and cash equivalents at end of year | 6(1) | $ 3,025,333 | $ 4,068,213 |
17
18
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, 2025 and 2024, 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 material 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, 2025 and 2024, 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 that came into effect as endorsed by the Financial Supervisory Commission.
Basis for opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of 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 2025 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 2025 consolidated financial statements are stated as follows:
Occurrence of sales revenues from API and injection products
Description
Refer to Note 4(27) 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.
19
How our audit addressed the matter
We performed the following key audit procedures in response to the above key audit matter:
- We evaluated the 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 been properly approved.
- We sampled transaction details and supporting documents for consistency from transaction counterparties who have higher turnover growth.
- We sent confirmation letters for significant year-end accounts receivable, ascertained whether 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(12) 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, 2025, the balances of inventory and allowance for inventory valuation losses were $2,117,946 thousand and $481,406 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 considered 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:
- 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.
- 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.
- We sampled and verified the accuracy of inventory ageing report and evaluated whether the older inventories were obsolete.
- 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 unmodified opinion on the parent company only financial statements of ScinoPharm Taiwan, Ltd. as at and for the years ended December 31, 2025 and 2024.
Responsibilities of management and those charged with governance for the
20
consolidated financial statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect 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 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 Standards on Auditing of 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 Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
- Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our 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.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
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.
Yeh, Fang-Ting
Independent Accountants
Hsu, Hui-Yu
PricewaterhouseCoopers, Taiwan
Republic of China
March 4, 2026
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.
21
SCINOPHARM TAIWAN, LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Assets | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| AMOUNT | % | AMOUNT | % | |||
| Current assets | ||||||
| 1100 | Cash and cash equivalents | 6(1) | $ 3,110,074 | 26 | $ 4,165,987 | 35 |
| 1110 | Financial assets at fair value through profit or loss - current | 6(2) | 90 | - | - | - |
| 1140 | Contract assets - current | 6(17) | - | - | 29,397 | - |
| 1170 | Accounts receivable, net | 6(3) and 12 | 612,411 | 5 | 604,219 | 5 |
| 1200 | Other receivables | 11,616 | - | 20,572 | - | |
| 130X | Inventories | 5 and 6(4) | 1,636,540 | 14 | 1,673,007 | 14 |
| 1410 | Prepayments | 119,990 | 1 | 114,908 | 1 | |
| 11XX | Total current assets | 5,490,721 | 46 | 6,608,090 | 55 | |
| Non-current assets | ||||||
| 1517 | Financial assets at fair value through other comprehensive income - non-current | 6(5) | 1,367,738 | 12 | 70,134 | 1 |
| 1600 | Property, plant and equipment | 6(6)(8) and 7 | 3,408,782 | 29 | 3,738,889 | 32 |
| 1755 | Right-of-use assets | 6(7) | 674,278 | 6 | 686,635 | 6 |
| 1780 | Intangible assets | 6(6) | 15,363 | - | 17,130 | - |
| 1840 | Deferred income tax assets | 5 and 6(24) | 664,626 | 6 | 625,260 | 5 |
| 1915 | Prepayments for equipment | 6(6) | 144,633 | 1 | 150,890 | 1 |
| 1920 | Guarantee deposits paid | 3,022 | - | 2,367 | - | |
| 1980 | Other financial assets - non-current | 6(1) and 8 | 29,270 | - | 30,940 | - |
| 1990 | Other non-current assets | 6(6) | 59,292 | - | 12,403 | - |
| 15XX | Total non-current assets | 6,367,004 | 54 | 5,334,648 | 45 | |
| 1XXX | Total assets | $ 11,857,725 | 100 | $ 11,942,738 | 100 |
(Continued)
SCINOPHARM TAIWAN, LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Liabilities and Equity | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| AMOUNT | % | AMOUNT | % | |||
| Current liabilities | ||||||
| 2100 | Short-term borrowings | 6(9) | $ 130,424 | 1 | $ 35,563 | - |
| 2120 | Financial liabilities at fair value through profit or loss - current | 6(2) | - | - | 1,225 | - |
| 2130 | Contract liabilities - current | 6(17) | 115,351 | 1 | 119,396 | 1 |
| 2150 | Notes payable | 12 | - | 1,211 | - | |
| 2170 | Accounts payable | 62,515 | 1 | 80,959 | 1 | |
| 2200 | Other payables | 6(10) | 363,581 | 3 | 498,191 | 4 |
| 2230 | Current income tax liabilities | 6(24) | 14,499 | - | 11,499 | - |
| 2280 | Lease liabilities - current | 23,461 | - | 19,638 | - | |
| 21XX | Total current liabilities | 709,843 | 6 | 767,682 | 6 | |
| Non-current liabilities | ||||||
| 2570 | Deferred income tax liabilities | 6(24) | 628 | - | 1,304 | - |
| 2580 | Lease liabilities - non-current | 608,777 | 5 | 620,342 | 5 | |
| 2640 | Net defined benefit liabilities - non-current | 6(11) | 10,694 | - | 23,614 | 1 |
| 2645 | Guarantee deposits received | 3,046 | - | 3,992 | - | |
| 25XX | Total non-current liabilities | 623,145 | 5 | 649,252 | 6 | |
| 2XXX | Total liabilities | 1,332,988 | 11 | 1,416,934 | 12 | |
| Equity attributable to owners of parent | ||||||
| Share capital | 6(12) | |||||
| 3110 | Common stock | 7,907,392 | 67 | 7,907,392 | 66 | |
| 3200 | Capital surplus | 6(13) | 1,294,689 | 11 | 1,294,689 | 10 |
| Retained earnings | 6(15) | |||||
| 3310 | Legal reserve | 817,709 | 7 | 783,817 | 7 | |
| 3320 | Special reserve | 126,177 | 1 | 185,856 | 2 | |
| 3350 | Unappropriated earnings | 366,455 | 3 | 480,227 | 4 | |
| 3400 | Other equity interest | 6(16) | 12,315 | - | ( 126,177) | ( 1) |
| 3XXX | Total equity | 10,524,737 | 89 | 10,525,804 | 88 | |
| Significant contingent liabilities and unrecognised contract commitments | 9 | |||||
| 3X2X | Total liabilities and equity | $ 11,857,725 | 100 | $ 11,942,738 | 100 |
The accompanying notes are an integral part of these consolidated financial statements.
SCINOPHARM TAIWAN, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except for earnings per share amount)
| Items | Notes | Year ended December 31 | ||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| AMOUNT | % | AMOUNT | % | |||
| 4000 | Operating revenue | 6(17) | $ 3,163,422 | 100 | $ 3,406,284 | 100 |
| 5000 | Operating costs | 6(4)(11)(22)(23) | ( 2,066,983) | ( 66) | ( 2,106,074) | ( 62) |
| 5900 | Net operating margin | 1,096,439 | 34 | 1,300,210 | 38 | |
| Operating expenses | 6(7)(11)(22)(23), 7 and 12 | |||||
| 6100 | Selling expenses | ( 127,049) | ( 4) | ( 141,723) | ( 4) | |
| 6200 | General and administrative expenses | ( 363,248) | ( 11) | ( 376,420) | ( 11) | |
| 6300 | Research and development expenses | ( 497,277) | ( 16) | ( 459,358) | ( 14) | |
| 6450 | Expected credit gain (loss) | 41 | - | ( 1,668) | - | |
| 6000 | Total operating expenses | ( 987,533) | ( 31) | ( 979,169) | ( 29) | |
| 6900 | Operating profit | 108,906 | 3 | 321,041 | 9 | |
| Non-operating income and expenses | ||||||
| 7100 | Interest income | 6(18) | 53,376 | 1 | 61,521 | 2 |
| 7010 | Other income | 6(5)(19) | 30,444 | 1 | 29,894 | 1 |
| 7020 | Other gains and losses | 6(2)(8)(20) and 12 | ( 35,484) | ( 1) | 8,644 | - |
| 7050 | Finance costs | 6(7)(21) | ( 9,867) | - | ( 8,083) | - |
| 7000 | Total non-operating income and expenses | 38,469 | 1 | 91,976 | 3 | |
| 7900 | Profit before income tax | 147,375 | 4 | 413,017 | 12 | |
| 7950 | Income tax expense | 6(24) | ( 10,424) | - | ( 73,667) | ( 2) |
| 8200 | Profit for the year | $ 136,951 | 4 | $ 339,350 | 10 | |
| Other comprehensive income (loss) | ||||||
| Components of other comprehensive income (loss) that will not be reclassified to profit or loss | ||||||
| 8311 | Actuarial gains (losses) on defined benefit plans | 6(11) | $ 311 | - | ($ 540) | - |
| 8316 | Unrealised gain from equity instruments measured at fair value through other comprehensive income | 6(5)(16) | ||||
| 8349 | Income tax related to components of other comprehensive income that will not be reclassified to profit or loss | 6(24) | 141,604 | 5 | 161 | - |
| Components of other comprehensive income (loss) that will be reclassified to profit or loss | ( 62) | - | 107 | - | ||
| 8361 | Financial statements translation differences of foreign operations | 6(16) | ||||
| 8300 | Total other comprehensive income for the year | $ 138,741 | 5 | $ 59,246 | 2 | |
| 8500 | Total comprehensive income for the year | $ 275,692 | 9 | $ 398,596 | 12 | |
| Profit attributable to: | ||||||
| 8610 | Owners of the parent | $ 136,951 | 4 | $ 339,350 | 10 | |
| 8710 | Comprehensive income attributable to: | |||||
| Owners of the parent | $ 275,692 | 9 | $ 398,596 | 12 | ||
| Earnings per share (in dollars) | 6(25) | |||||
| 9750 | Basic | $ | 0.17 | $ | 0.43 | |
| 9850 | Diluted | $ | 0.17 | $ | 0.43 |
The accompanying notes are an integral part of these consolidated financial statements.
SCINOPHARM TAIWAN, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Notes | Equity attributable to owners of the parent | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Retained Earnings | Other Equity Interest | Total equity | |||||||
| Share capital - common stock | Capital reserve | 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 | |||
| Year ended December 31, 2024 | |||||||||
| Balance at January 1, 2024 | $ 7,907,392 | $ 1,294,689 | $ 755,145 | $ 98,176 | $ 494,884 | ($ 88,156 ) | ($ 97,700 ) | $ 10,364,430 | |
| Net income for the year | - | - | - | - | 339,350 | - | - | 339,350 | |
| Other comprehensive income (loss) for 6(5)(16) the year | - | - | - | - | ( 433 ) | 59,518 | 161 | 59,246 | |
| Total comprehensive income for the year | - | - | - | - | 338,917 | 59,518 | 161 | 398,596 | |
| Distribution of 2023 net income: | |||||||||
| Legal reserve | - | - | 28,672 | - | ( 28,672 ) | - | - | - | |
| Special reserve | - | - | - | 87,680 | ( 87,680 ) | - | - | - | |
| Cash dividends | 6(15) | - | - | - | - | ( 237,222 ) | - | - | ( 237,222 ) |
| Balance at December 31, 2024 | $ 7,907,392 | $ 1,294,689 | $ 783,817 | $ 185,856 | $ 480,227 | ($ 28,638 ) | ($ 97,539 ) | $ 10,525,804 | |
| Year ended December 31, 2025 | |||||||||
| Balance at January 1, 2025 | $ 7,907,392 | $ 1,294,689 | $ 783,817 | $ 185,856 | $ 480,227 | ($ 28,638 ) | ($ 97,539 ) | $ 10,525,804 | |
| Net income for the year | - | - | - | - | 136,951 | - | - | 136,951 | |
| Other comprehensive income (loss) for 6(5)(16) the year | - | - | - | - | 249 | ( 3,112 ) | 141,604 | 138,741 | |
| Total comprehensive income (loss) for the year | - | - | - | - | 137,200 | ( 3,112 ) | 141,604 | 275,692 | |
| Distribution of 2024 net income: | |||||||||
| Legal reserve | - | - | 33,892 | - | ( 33,892 ) | - | - | - | |
| Cash dividends | 6(15) | - | - | - | - | ( 276,759 ) | - | - | ( 276,759 ) |
| Reversal of special reserve | - | - | - | ( 59,679 ) | 59,679 | - | - | - | |
| Balance at December 31, 2025 | $ 7,907,392 | $ 1,294,689 | $ 817,709 | $ 126,177 | $ 366,455 | ($ 31,750 ) | $ 44,065 | $ 10,524,737 |
The accompanying notes are an integral part of these consolidated financial statements.
25
SCINOPHARM TAIWAN, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Notes | Year ended December 31 | ||
|---|---|---|---|
| 2025 | 2024 | ||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| Profit before tax | $ 147,375 | $ 413,017 | |
| Adjustments | |||
| Adjustments to reconcile profit (loss) | |||
| (Gain) loss on valuation of financial assets and liabilities at fair value through profit or loss | ( 1,315 ) | 9,529 | |
| Expected credit (gain) loss | 12 | ( 41 ) | 1,668 |
| Loss on inventory market price decline | 6(4) | 65,207 | 9,978 |
| Depreciation of property, plant and equipment | 6(6)(22) | 475,671 | 461,545 |
| Depreciation of right-of-use assets | 6(7)(22) | 20,620 | 17,241 |
| Property, plant and equipment transferred to loss | 6(6) | - | 119 |
| (Gain on reversal of) impairment loss | 6(6)(8)(20) | ( 2,251 ) | 1,119 |
| Loss on disposal of property, plant and equipment | 6(20) | 185 | 4,636 |
| Amortisation | 6(22) | 20,437 | 9,495 |
| Interest income | 6(18) | ( 53,376 ) | ( 61,521 ) |
| Dividend income | 6(5)(19) | ( 25,615 ) | - |
| Interest expense | 6(21) | 9,867 | 8,083 |
| Changes in operating assets and liabilities | |||
| Changes in operating assets | |||
| Contract assets - current | 29,397 | ( 29,397 ) | |
| Accounts receivable | ( 8,151 ) | 182,329 | |
| Other receivables | 7,045 | 5,358 | |
| Inventories | ( 32,608 ) | ( 175,181 ) | |
| Prepayments | ( 1,274 ) | ( 7,936 ) | |
| Changes in operating liabilities | |||
| Contract liabilities - current | ( 4,045 ) | 8,429 | |
| Notes payable | ( 1,199 ) | 32 | |
| Accounts payable | ( 18,444 ) | ( 20,319 ) | |
| Other payables | ( 42,693 ) | ( 3,025 ) | |
| Net defined benefit liabilities - non-current | ( 12,609 ) | ( 31,440 ) | |
| Cash inflow generated from operations | 572,183 | 803,759 | |
| Interest received | 55,287 | 60,821 | |
| Dividends received | 25,615 | - | |
| Interest paid | ( 9,788 ) | ( 8,069 ) | |
| Income tax paid | ( 47,389 ) | ( 105,598 ) | |
| Net cash flows from operating activities | 595,908 | 750,913 |
(Continued)
26
SCINOPHARM TAIWAN, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Notes | Year ended December 31 | ||
|---|---|---|---|
| 2025 | 2024 | ||
| CASH FLOWS FROM INVESTING ACTIVITIES | |||
| Acquisition of financial assets at fair value through other comprehensive income - non-current | ( $ 1,156,000 ) | $ - | |
| Cash paid for acquisition of property, plant and equipment | 6(26) | ( 145,375 ) | ( 114,877 ) |
| Proceeds from disposal of property, plant and equipment | 1,463 | 6,218 | |
| Acquisition of intangible assets | ( 4,948 ) | ( 8,563 ) | |
| Cash paid for prepayments for equipment | 6(26) | ( 145,914 ) | ( 165,292 ) |
| (Increase) decrease in guarantee deposits paid | ( 655 ) | 86 | |
| Decrease in other financial assets - non-current | 1,670 | - | |
| Increase in other non-current assets | ( 1,737 ) | ( 10,955 ) | |
| Net cash flows used in investing activities | ( 1,451,496 ) | ( 293,383 ) | |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
| Increase in short-term borrowings | 6(27) | 141,372 | 35,326 |
| Decrease in short-term borrowings | 6(27) | ( 50,039 ) | ( 33,156 ) |
| Repayment of the principal portion of lease liabilities | 6(27) | ( 15,983 ) | ( 12,472 ) |
| (Decrease) increase in guarantee deposits received | 6(27) | ( 890 ) | 2,637 |
| Payment of cash dividends | 6(15) | ( 276,759 ) | ( 237,222 ) |
| Net cash flows used in financing activities | ( 202,299 ) | ( 244,887 ) | |
| Effect of foreign exchange rate changes | 1,974 | 11,820 | |
| Net (decrease) increase in cash and cash equivalents | ( 1,055,913 ) | 224,463 | |
| Cash and cash equivalents at beginning of year | 6(1) | 4,165,987 | 3,941,524 |
| Cash and cash equivalents at end of year | 6(1) | $ 3,110,074 | $ 4,165,987 |
The accompanying notes are an integral part of these consolidated financial statements.
Appendix 5
ScinoPharm Taiwan, Ltd.
Earnings Distribution Plan for Fiscal Year 2025
| Item | Amount (TWD) |
|---|---|
| After-tax net profit earned in 2025 | $ 136,950,700 |
| Plus: Remeasurement of defined benefit plans | 248,675 |
| Less: Legal reserve | (13,719,938) |
| Plus: Reversal of Special reserve | 103,346,860 |
| Distributable profit from this period | 226,826,297 |
| Plus: Accumulated undistributed earnings from previous period | 229,255,686 |
| Total distributable earnings as of this period | 456,081,983 |
| Dividends to shareholders | |
| (Cash dividend TWD 290 on each 1,000 shares held) | (229,314,375) |
| Undistributed earnings as of the end of the period | $ 226,767,608 |
Notes:
1. In terms of earnings distribution for fiscal year 2025, 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 number rounded down to the nearest dollar with the fraction (if any) to be accounted as Other Income of the Company.
Chairperson : Chih-Hsien Lo
CEO : Li-An Lu
Chief Accountant : Yao-Hui Wang
Appendix 6
ScinoPharm Taiwan, Ltd.
Contrast Table for amendments to the Articles of Incorporation
| Current Provision | Revision Proposed | Remark |
|---|---|---|
| Article 23 | ||
| The Company will have seventeen (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. | Article 23 | |
| The Company will have twelve (12) Directors to be elected by the Shareholders’ Meeting from the shareholders with disposing capacity. | ||
| Three or more of the above Directors shall be independent directors, and the total number of independent directors shall account for not less than one third (1/3) 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. | In accordance with the Financial Supervisory Commission’s “Corporate Governance 3.0 - Sustainable Development Blueprint” and Article 4 of the “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”: the number of independent directors shall not be less than three. Furthermore, starting in 2027, the number of independent directors of listed companies shall not be less than one-third of the total number of directors. To comply with regulatory requirements and corporate governance practices, the Company is revising the number of directors and the number and proportion of independent directors, and revising paragraphs 1 and 2 of this article. |
| Current Provision | Revision Proposed | Remark |
|---|---|---|
| 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, 25th revision of May 30, 2022 and 26th revision of May 29,2023, and 27th revision of May 28,2025 | 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, 25th revision of May 30, 2022, 26th revision of May 29,2023, 27th revision of May 28,2025, and 28th revision of May 27,2026 | Revision dates have been added |
Appendix 7
ScinoPharm Taiwan, Ltd.
Contrast table for Amendments to the Operational Procedures for Acquisition and Dispose of Assets
| Current Provision | Revision Proposed | Remarks |
|---|---|---|
| Article 10 Procedures for Public announce and Report | ||
| Under any of the following circumstances, a public company acquiring or disposing of assets shall publicly announce and report the relevant information on the FSC's designated website in the appropriate format as prescribed by regulations within 2 days counting inclusively from the date of occurrence of the event: | ||
| 1.~3.(Omitted) | ||
| 4. Where equipment or right-of-use assets thereof for business use are acquired or disposed of, and furthermore the transaction counterparty is not a related party, and the transaction amount meets any of the following criteria: | ||
| A. For a public company whose paid-in capital is less than NT$10 billion, the transaction amount reaches NT$500 million or more. | ||
| B. For a public company whose paid-in capital is NT$10 billion or more, the transaction amount reaches NT$1 billion or more. | ||
| (Omitted) | Article 10 Procedures for Public announce and report | |
| Under any of the following circumstances, a public company acquiring or disposing of assets shall publicly announce and report the relevant information on the FSC's designated website in the appropriate format as prescribed by regulations within 2 days counting inclusively from the date of occurrence of the event: | ||
| 1.~3.(Omitted) | ||
| Where equipment or right-of-use assets thereof for business use are acquired or disposed of, and furthermore the transaction counterparty is not a related party, the transaction amount reaches NT$500 million or more. | The FSC amended Article 31 of the "Regulations Governing the Acquisition and Disposal of Assets by Public Companies" on July 24, 2025, adding provisions to relax the public announcement and reporting standards for companies with paid-in capital of NT$50 billion or more when acquiring or disposing of equipment for business use with non-related parties. Based on the company's paid-in capital and the regulatory announcement and reporting standards, and because the regulations for companies with paid-in capital of NT$10 billion or more and the FSC's relaxed regulations for companies with paid-in capital of NT$50 billion do not apply, the content of item 4 of the first paragraph of this article is amended. | |
| 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, June 27, 2019 and May 30, 2022. | 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, June 27, 2019, May 30, 2022 and May 27, 2026 | Addition of revision date |
Appendix 8
Details of the Duties subject to releasing directors and independent Directors 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., Uni-Prosperity Lifestyle 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., Tone Sang Construction Corp., Prince Real Estate Co., Times Square International Holding Co., Times Square International Stays Co., Times Square International Hotel Co., Uni-President Express Corp., Cheng-Shi Investment Holding Co. | |
| Vice Chairman of : President Nisshin Corp. | |
| Director of : | |
| 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 (Bejing) 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., Shanghai United Enterprise Management Consulting 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 |
| Name | Current Position with Other Company |
|---|---|
| Enterprises (Wuxue) Mineral Water Co., Ltd., Shijiazhuang President Enterprises Co., Ltd., Uni-President Enterprises (Xuzhou) Co., Ltd., Uni-President Enterprises (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., President Enterprises (Kunshan) Real Estate Development 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-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., Howard Beach Resort Kenting Co., President Chain Store (BVI) Holdings Ltd., President Chain Store (Labuan) Holdings Ltd., Retail Support International Corp., Uni-President Asset Holdings Ltd., Kao Chuan Inv. Co., Ltd. |
Supervisor of :
Infinity Holdings Ltd., Eternity Holdings Ltd., Celestial Prosperities Holdings Ltd.
President of : Presco Netmarketing Inc., Uni-President Express Corp. |
| 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., Prince Housing & Development Corp., President International Development Corp., Uni-President Development Corp., Times Square International Hotel Co., Uni-Wonder Corp., President Century Corp., Times Square International Holding Co., President Natural Industrial Corp., Uni-President Organics Corp.
President of :
President Fair Development Corp. Kao Chuan Inv. Co., Ltd. |
33
| Name | Current Position with Other Company |
|---|---|
| Tainan Spinning Co., Ltd. | |
| Representative: Po-Ming Hou | President of : |
| Tainan Spinning Co., Ltd.(Vietnam), Tainan Textile Co. |
Chairman of :
Tainan Spinning Co., Ltd., Nan Fan Housing Development Co., Nan-Fan International Investment (Cayman), Ltd., Tainan Textile Co., Ltd. (Singapore), Yu Peng Investment Co., ltd., Tainan Spinning Cultural and Educational Foundation., Tainan Spinning Retail & Distribution Co., Ltd., New Yupeng Investment Co., Ltd., Chi-Liou Investment Co., Ltd.
Director of :
Nantex Industry Co., Ltd., Nanfang Development Co., Ltd., Tainan Spinning Holdings (Cayman Islands) Co., Ltd., Prince Housing & Development Corp., Uni-President Enterprises Corp., President International Development Corp., Howard Beach Resort Kenting Co., Ltd., T.Y. President Corp. (US) |
| Uni-President Enterprises Corp.
Representative: Tsung-Pin Wu | Chairman of :
Tung –Ren Pharmaceutical Corp., Kai Nan Investment Co.,
Director of :
Uni-Prosperity Lifestyle Corp., Prince Housing & Development Corp., Grand Bills Finance Corp., President Fair Development Corp., President International Development Corp., 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., Ltd., Uni-President (Korea) Co., Ltd., Kunshan President Kikkoman Biotechnology Co., Ltd., President Kikkoman Zhenji Foods Co., Ltd., President Century Corp., President Professional Baseball Team Corp., Nanlien International Corp., Times Square International Stays Co., PAYUNi co. Ltd., Uni-President Express Corp. Ltd., |
| Uni-President Enterprises Corp.
Representative: Jia-Horng Guo | Vice Chairman of : Taishin Securities Co., Ltd.
Director of : Accelerate Private Machine Intelligence Co.
Supervisor of: Standard Motor Corp., Dynasty Techwood Corp., Taipei Exchange
Director of : Taiwan Securities Association |
| President International Development Corp. | Chairman of :
President Life Sciences Co., Ltd., AndroSciences Corp.
Director of :
Allianz Pharmascience Ltd., RenalPro Medical, Inc. |
| Name | Current Position with Other Company |
|---|---|
| President International Development Corp. Representative: Chiou-Ru Shih | Director of: SyNergy ScienTech Corp., Grand Bills Finance Corp., CDIB & Partners Investment Holding Corp., President Life Sciences Cayman Co., Ltd., Kunshan SYNergy ScienTech Co., Ltd., Androscience Corp.Vice President of: President International Development Corp. |
| National Development Fund, Executive Yuan | Director of: Genovate Biotechnology Co., Ltd., 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(AP) Inc., Wellell Inc., Point Robotics Holding Limited., Locus Cell Co., Ltd., Intech Biopharm Ltd., Taiwan Bio-Manufacturing Corp. |
| National Development Fund, Executive Yuan Representative: Ming-Chuan Hsieh | Independent Director of: Uni Pharma Co., Ltd., PharmaEssentia Corp. |
| Taiwan Sugar Corp. | Taiwan Sugar Corp.Director of: TaiGen Biopharmaceuticals Holdings Ltd., United Biomedical Inc. (Asia), Haleon Company |
| Taiwan Sugar Corp.Representative: Ling Ming Sun | CEO of: Biotechnology Division, Taiwan Sugar Corp.Director of: Haleon Company |
| Lewis Lee | Independent Director of: Brogent Technologies Inc., All Ring Tech Co., Ltd., Poya International Co., Ltd. Xiamen JinYuan President Securities Corp. Limited. |
| Wen-Chang Chang | Director of: Taipei Medical UniversityIndependent Director of: Taiwan Aulisa Medical Devices Technologies, Inc., Pharmosa Biopharm Inc.Remuneration Committee member of: Universal Cement Corp. |
| Li-Tzong Chen | Consultant: Academab Biomedical Inc. |
| Lai-Shou Su | Director of: Chuang Yi Biotech Co. Ltd., Top Pharma. Medicalware Co., Ltd., Independent Director of: Synmosa Biopharma Corp. |
36
IV. Exhibits
Exhibit 1
ScinoPharm Taiwan, Ltd.
Rules of Procedures for Shareholders' Meeting
Article 1
These Rules are established for the purpose of good governance of the meeting of the shareholders, healthy supervision and strengthened control of the Company.
Article 2
The meeting of the shareholders of the Company shall be in accordance with these Rules except as otherwise provided by laws, regulations or the Articles of Incorporation of the Company.
Article 3
Except as otherwise provided by laws or regulations, the meeting of the shareholders of the Company shall be convened by the Board of Directors.
The (personal) notice and the public notice of the shareholders meeting both shall manifestly indicate the cause of the meeting and may, subject to the prior consent of the shareholder concerned, be delivered to the shareholder electronically. Proposed election, removal of a director, proposed revision of the Articles of Incorporation, Capital reduction, application for end of public share offering, permission for competition act by directors capital increase with earnings, capital increase with capital surplus, proposed dissolution, merger, division of the Company or any of the matters provided in paragraph one of Article 185 of the Company Act, (if any) must be listed and explain major content in the proposed agenda and cannot be proposed by way of an extempore motion at the meeting. Major contents can be posted on website of securities regulator or website designated by the company, whose website should be specified in notice.
Notice for shareholders' meeting includes the plan for reelection of the board of directors, along with the starting date for the term of new directors, which cannot be changed via extempore motion or other method following completion of the reelection at the meeting.
The shareholder(s) whose total shares held represent one percent (1%) or more of the total issued shares of the Company may make to the Company one motion to be listed in the proposed agenda of the general shareholders meeting. Shareholders' proposal is meant to prompt the company contributing to public benefit and fulfilling social responsibility and therefore should be included in the agenda. The Board of Directors may decide not to include the above motion in the agenda if the motion proposed runs into any of the circumstances provided in paragraph four of Article 172-1 of the Company Act.
The Company shall make a public notice to announce the time period (which shall not be less than ten days) and the place where the shareholder shall send his/her motion to be proposed to the general shareholders meeting, accepted proposals can be in written or by electronic form, which public notice shall be made prior to the start date of the duration when the transfer of the shares of the Company shall cease for the purpose of the convention of the shareholders meeting.
The text of the motion proposed by the shareholder shall have not more than 300 words or the motion in its entirety will not be included in the proposed agenda. The movant shareholder(s) shall attend the General Shareholders' Meeting in person or by proxy and participate in the discussion of the motion he/she has proposed.
The Company will, prior to the scheduled date to issue the notice of the Shareholders' Meeting, give a notice to the movant shareholder(s) of the result of the handling of his/her motion proposed
and list in the proposed agenda to be delivered to the shareholders each motion proposed in accordance with this Article. The Board of Directors shall explain at the Shareholders' Meeting the reason(s) why certain motions proposed by the shareholders have not been included in the agenda.
Article 4
The venue of the shareholders meeting shall be located at the place where the Company is located or where it is appropriate and convenient for the shareholders to attend the meeting. The meeting shall begin no earlier than the hour of 09:00 and no later than the hour of 15:00. The venue and time of the shareholders meeting shall be determined in consideration of the relevant opinion expressed by the independent director(s).
Article 5
The shareholder may designate a proxy to attend the Shareholders' Meeting in his/her stead by execute the proxy letter form produced by the Company indicating therein the scope of authorization to the proxy.
A shareholder may execute one and only one proxy letter to designate one and only one proxy for the purpose of the Shareholders' Meeting. The executed proxy letter must be served to the Company five days prior to the meeting date. Where the shareholder has served more than one executed proxy letters to the Company, the earliest served to the Company shall govern except where the shareholder has expressed his/her withdraw of the proxy.
The shareholder who has served his executed proxy letter to the Company may still attend the Shareholders' Meeting in person or exercise his/her voting right in writing or electronically, provided that he/she gives a written notice to the Company to withdraw the proxy, which written notice must be served to the Company no later than two days before the meeting date or the voting right exercised by his/her designated proxy shall govern.
Article 6
The Company shall indicate in the notice of Shareholders' Meeting the hour when and the place where the shareholders shall check-in to attend the meeting and other matters for attention.
The hour when the shareholders may check-in to attend the meeting as provided in the preceding paragraph shall commence no later than thirty (30) minutes before the meeting is called to order. The check-in desk shall bear a conspicuous signboard with suitable personnel to process shareholders check-in.
The shareholder or his/her designated proxy (hereinafter "shareholder") shall present his/her attendance identification, attendance card or other evidence of attendance to be admitted to the meeting. The Company must not without due authorization request the shareholder or authorized proxy to present any additional evidence or document to prove their entitlement to attend the meeting. A proxy solicitor shall present his/her identification document for verification.
The Company shall prepare an attendance book for the shareholder attending the Shareholders' Meeting to sign in. The shareholder attending the meeting in person may turn in his/her signed attendance card instead of signing in the attendance book.
The Company shall have the agenda, annual report, attendance tag, request form for requesting to take the platform, ballot forms, other meeting materials, and where applicable, the ballot forms to be used to elect directors delivered to each of the shareholders present at the meeting.
A government or corporate shareholder may be represented at the Shareholders' Meeting of the Company by one or more representatives. A juristic person acting in proxy at the Shareholders' Meeting of the Company may appoint one and only one individual to act as its representative at the meeting.
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Article 7
The Shareholders' Meeting convened by the Board of Directors shall be presided by the Chairman/Chairwoman of the Board of Directors. If he/she has requested for leave from or for whatever reason is unable to perform his/her powers and duties at the meeting, the Chairman/Chairwoman of the Board of Directors shall appoint a director to act in his/her stead. Absent the above appointment, the directors shall elect one from among themselves to preside at the meeting.
The director or the representative of the corporate director appointed to preside at the Shareholders' Meeting acting instead of the Chairman / Chairwoman of the Board of Directors provided in the preceding paragraph must have held his/her directorship for a period of six months or more and must be well informed of the financial standing and business of the Company.
The shareholders meeting convened by the Board of Directors should be presided by the Chairman of the Board of Directors and attended by the majority of the directors (including presence of at least one independent director and coordinator of the Audit Committee,) and one or more members for each of the function-oriented committees established; and the attendance to the meeting shall be recorded in the minutes of the meeting.
The Shareholders' Meeting convened by a person other than the Board of Directors authorized to do so shall be presided by that person. Where the Shareholders' Meeting is convened by two or more persons, they shall elect one from among themselves to preside at the meeting.
The Company may appoint legal counsel(s), certified public accountant(s) or relevant personnel to attend the Shareholders' Meeting as non-voting delegates.
Article 8
The attendance at the Shareholders' Meeting shall be counted based on the number of shares represented at the meeting, which number shall be counted by adding up the shares represented by signed attendance book, the signed attendance card and the shares represented by the voting right exercised in writing or electronically.
The chairperson of the meeting shall announce to commence the meeting in due course and publicize information on both the number of shares without voting right and number of shares in attendance. The announcement may be postponed twice and only twice and up to not more than an hour in total pending the fulfillment of representation of the majority of the total issued shares of the Company. If the total shares represented at the meeting still account for less than one third (1/3) of the total issued shares of the Company after the chairperson has duly twice postponed commencing the meeting, the chairperson shall announce the call for the meeting unsuccessful.
Where the total shares represented at the meeting not amounting to the quorum attains one third (1/3) or more of the total issued shares of the Company after the commencement of the meeting is duly twice postponed in accordance with the preceding paragraph, tentative resolutions may be adopted by the meeting under paragraph one of Article 175 of the Company Act, which tentative resolutions must be notified to the shareholders each with the notice of a re-scheduled Shareholders' Meeting to be held within a month.
If the quorum of due representation of the majority of the total issued shares of the Company is fulfilled before the meeting ends, the chairperson shall submit the tentative resolutions adopted (if any) to the meeting for re-voting and adoption by the meeting pursuant to Article 174 of the Company Act.
Article 9
The Company shall take video and sound recording of the whole proceeding of the Shareholders' Meeting.
The recording provided in the preceding paragraph shall be kept for a term of not less than one year except in case of any shareholder's action initiated under Article 189 of the Company Act where the above recording shall be kept through the action concluded with a final judgment with binding effects.
Article 10
The agenda of the shareholders meeting convened by the Board of Directors shall be compiled and produced by the Board of Directors. Related issues proposed (including extempore motions and revision of the original issues) should materialize the principle of voting on cases one by one. The meeting shall proceed strictly in accordance with the agenda except as otherwise changed by the relevant resolution adopted by the shareholders' meeting.
The preceding paragraph shall apply with necessary and appropriate alteration to the Shareholders' Meeting convened by the person authorized to do so other than the Board of Directors.
Except as approved by the resolution adopted by the meeting for him/her to do so, the chairperson must not announce to adjourn the meeting before the agenda duly ends (including extempore motions, if any) pursuant to the two preceding paragraphs or the other members of the Board of Directors shall instantly assist the shareholders present at the meeting in re-electing one from among them by the majority votes represented at the meeting to act as the chairperson to continue the meeting.
The chairperson shall accord each of the issues proposed and the revision or extempore motion proposed by the shareholders sufficient time for explanation and discussion and may announce that the discussion be ceased and voting be taken when he/she considers it appropriate to do so. Sufficient voting time for shareholders should be provided.
Article 11
The shareholder who wishes to take the platform at the meeting shall fill out the request form indicating therein the gist of his/her speech and his/her shareholder account number (or attendance tag number) and name. The order for the shareholders to speak at the meeting, who have duly requested to take the platform, shall be determined by the chairperson.
The shareholder who has filled out the request form but does not take the platform shall be deemed not to have spoken. In case of discrepancy between the actual speech and the gist of speech written in the signed request form, the former shall govern.
Except as approved by the chairperson, the shareholder who has duly requested to take the platform on certain issue proposed may speak twice and only twice on that issue for a duration of not more than five (5) minutes each. Notwithstanding, the chairperson may cease the shareholder's speech or announce to cease the discussion and forthwith move on with the rest of the agenda or the relevant procedure if the shareholder has spoken in breach of the relevant rules, outside the scope of the issue at hand or at the cost of the order of the meeting.
Except as approved by both of the chairperson and the shareholder duly taking the platform, no shareholder may interrupt the speech made by the speaker shareholder. The chairperson is authorized to prevent and remove unapproved interruption of the shareholder's speech, if any.
Where a corporate person has appointed two or more representatives to act in its stead at the Shareholders' Meeting, only one elected by the representatives from among themselves may take the platform on the issue at hand.
The chairperson may personally or designate the relevant personnel to answer the speech made by the shareholder who has duly taken the platform.
Article 12
The shareholder will have one vote on each share held. Notwithstanding, the holder will have
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no voting right on the shares described in paragraph two of Article 179 of the Company Act.
Article 13
The voting at the Shareholders' Meeting shall be counted according to the number of shares represented by the votes received.
For the purpose of counting the votes on the resolution adopted by the Shareholders' Meeting, non-voting shares shall be excluded from the counting of the total issued shares of the Company.
The shareholder whose own interests in the issue at hand conflicts against the interests of the Company must not vote on the issue nor appoint another shareholder to do so in his/her stead.
The shares represented by the voting rights barred by the preceding paragraph on the issue at hand shall be excluded from the counting of the total shares represented at the meeting for the purpose of voting on that particular issue.
Except for trust enterprises or stock affair institutions authorized by the competent securities authority, a proxy acting at the meeting for two or more shareholders may exercise the voting rights up to the extent and only the extent where the voting rights exercised represent no more than 3% of the total issued voting shares of the Company. Voting exercised by the above proxy in excess of said limitation of voting right will be disregarded.
Article 14
The voting right of the shareholder shall be exercised electronically and may be exercised in writing and the method of exercising the voting right shall be manifestly indicated in the notice of the Shareholders' Meeting. The shareholder who elects to exercise his/her voting right in writing or electronically will be deemed to have attended the meeting in person, provided that he/she will be deemed to waive his/her voting right with respect to the revision proposed on an issue listed in the agenda or new issues proposed by way of an extempore motion at the meeting; the Company shall accordingly avoid initiating any proposal to change the agenda or any extempore motions.
The shareholder exercising his/her voting right in writing or electronically under the preceding paragraph shall serve the notice of his/her voting to the Company two days before the scheduled meeting date. Where the shareholder has served more than one notice of his/her voting to the Company, the earliest served to the Company shall govern except where the shareholder has expressed to withdraw the notice.
If the shareholder who has exercised his/her voting right in writing or electronically wishes to attend the Shareholders' Meeting in person, the shareholder shall have the notice of withdrawal of his/her voting served to the Company by the same method as he/she exercised his/her voting right (in writing or electronically) no later than two days before the scheduled meeting date or his/her voting indicated in the notice served to the Company shall govern. Where the shareholder has exercised his/her voting right in writing or electronically has designated a proxy to act in his/her stead at the meeting, the voting exercised by the proxy in his/her stead shall govern.
Article 15
Except as otherwise provided by the Company Act, the resolution of the Shareholders' Meeting must be adopted by the majority votes represented at the meeting. When a proposal is submitted for voting by the meeting, the chairperson or the relevant personnel appointed by the chairperson shall announce in advance the total amount of votes accountable to be voted on the issue and the number of approval votes, disapproval votes and waivers each shall be published on the M.O.P.S. on the day following the end of the Shareholders' Meeting.
Where of the same issue is proposed a revision and a replacement, the chairperson shall determine the order of the voting on the three proposals: the original as proposed, the original
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with the revision proposed and the proposed replacement respectively. Once the resolution is adopted on one of the three proposals, the others shall be deemed denied without voting.
The personnel to supervise the voting and count the ballots voted shall be appointed by the chairperson, provided that the personnel to supervise the voting must be the shareholder(s) of the Company.
The ballots voted either for adopting a resolution or election shall be openly counted at the meeting and the result of the voting (including the calculation of the ballots) shall be forthwith announced upon completion of the counting of the ballots and recorded in the meeting minutes.
Article 16
The election (if any) of the director(s) of the Company at the shareholders meeting shall be in accordance with the relevant bylaw of the Company and the result of the election shall be announced at the meeting including the name of each director elect and the amount of votes for them each. List of directors not elected and the amount of votes they obtain should also be announced.
The ballots voted on the election provided in the preceding paragraph shall be sealed and signed by the voting-supervising personnel and property kept for a period of at least one year. Notwithstanding, in the event of any shareholder's action initiated under Article 189 of the Company Act, the ballots shall be kept through the action concluded with a final judgment with binding effects.
Article 17
The resolutions adopted by the Shareholders' Meeting shall be recorded in writing, which meeting minutes shall be signed or sealed by the chairperson and distributed to the shareholders each within twenty (20) days after the meeting. The meeting minutes may be produced and distributed electronically.
The Company may distribute the above meeting minutes to the shareholders by public notice on the M.O.P.S.
The meeting minutes shall accurately record the year, month, date, the venue, name of the chairperson, method of adopting resolutions, the gist of the proceeding and the voting conclusion of the meeting (including statistical weighting factor put on record). Disclose the amount of weighted votes for every candidate and kept by the Company throughout the existence of the Company.
Article 18
The Company shall calculate and compile a statement on the number of shares to be represented at the meeting by the proxy solicitors and the proxies respectively and have the statement produced manifestly displayed at the meeting in accordance with the required from and substance.
The Company shall have the resolutions adopted by the shareholders meeting published through the Market Observation Post System within the required time period, which resolutions are by definition important information under the relevant laws and regulations or required by the Taiwan Stock Exchange Corporation.
Article 19
The meeting affairs personnel working at the Shareholders' Meeting shall each wear a working staff identification badge or arm-band indicating so.
The chairperson may direct the order-maintaining working personnel or the security guards to
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assist in maintaining the order of the meeting, who shall each wear a badge or arm-band indicating Order-maintaining Personnel.
The chairperson may act to cease the shareholder who speaks out at the meeting by using whatever equipment other than the loud speaker facility the Company has prepared for the meeting.
The chairperson may direct the order-maintaining personnel or the security guard to usher out of or remove from the venue of the meeting the shareholder who acts in violation of the rules for the meeting or interrupts the proceeding of the meeting and refuses to rectify his/her conduct after being advised to do so by the chairperson.
Article 20
The chairperson may announce to recess the meeting in the process of the meeting. In the event of force majeure, the chairperson may decide to temporarily suspend the meeting and, if necessary, announce the time when the meeting shall be resumed.
The Shareholders' Meeting may adopt the resolution to continue the meeting elsewhere if the venue should become unavailable before the agenda of the meeting (including extempore motions) is duly concluded.
The Shareholders' Meeting may adopt the resolution under Article 182 of the Company Act to postpone or continue the meeting within five (5) days.
Article 21
These Rules and all subsequent amendments shall come into force on the relevant resolution adopted by the shareholders meeting.
These Rules were established on March 13, 2003 and subsequently revised as follows: May 14, 2004, September 25, 2009, July 6, 2010, June 13, 2012, June 21, 2013, Jun 23, 2015, June 30, 2020 and July 21, 2021.
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Exhibit 2
ScinoPharm Taiwan, Ltd.
Articles of Incorporation
Chapter 1 General Provisions
Article 1
The Company is duly organized under the Company Act of the Republic of China (Taiwan) as a company limited by shares and named ScinoPharm Taiwan, Ltd. in English.
Article 2
The business items of the Company are as follows:
(1) C802041 Manufacture of pharmaceuticals;
(2) C801990 Manufacture of other chemical materials;
(3) IG01010 Biotechnological services;
(4) F601010 Intellectual property rights related services
(5) F401010 International trade.
<<1. Research, development, production, manufacture and distribution of the following products: (1) generic APIs, (2) protein drugs, (3) oligonucleotide, (4) peptide, (5) injection formulation, (6) small-molecule new drugs.
2. Consulting, advisory and technical services relating to the above products.
3. International trade in connection with the above products.
4. Sale of reprocessed chemical materials recycled from the company's manufacturing process >>
Article 3
The Company having its head office established at the Southern Taiwan Science Park may, where necessary, set up branch offices and representative offices at home or abroad in accordance with the relevant resolution adopted by the meeting of the Board of Directors subject to the approval of the competent authority.
Article 4
Subject to the resolution adopted by the meeting of the Board of Directors, the Company may act as guarantor pursuant to the Company's relevant policy in consideration of meeting business needs.
Article 5
The total amount of investments made the Company may account for 40% or more of the paid-in capital of the Company irrespective of the limitation provided in Article 13 of the Company Act, provided that the investments must be in accordance with the relevant resolution adopted by the meeting of the Board of Directors.
Chapter 2 Capital
Article 6
The Company has Ten Billion New Taiwan Dollars (TWD10,000,000,000) in authorized capital divided into one billion shares (1,000,000,000) with a value of Ten New Taiwan Dollars each (TWD10) to be issued in separate batches by the Board of Directors authorized to do so with a total of 7,000,000 shares to be reserved for issuance of stock option certificates.
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Article 7
All of the Company's shares bear the signatures and seals of the Company's directors and shall be issued with certification by banks with qualification to be legally authorized registrars for stock issuance. The Company may elect not to produce the certificates on the shares issued after completing the registration of the issued shares with the centralized securities depository institution.
Article 8
All of the shares of the Company are registered ones. The individual shareholder will have his/her personal name and address and the corporate shareholder will have its corporate designation and its legal representative's personal name and address recorded in the Company's shareholders' roster. Joint shareholders of the share (if any) shall elect one among themselves for the purpose of the above recordation in the shareholders' roster.
Article 9
The shareholder or the legal holder of the share certificate lost or destroyed shall make a report to the police upon information of the loss or destruction and fill out the relevant request form to have the loss or destruction of the share certificate registered with the Company. The shareholder or the legal holder shall at the same time file a request with the competent district court to have a relevant public notice made pursuant to the Taiwan Code of Civil Procedure and present the court judgment on the exclusion of rights in the share to the Company for registry.
Article 10
The stock affairs agency of the Company may collect reasonable procedural charges on each request for re-issuance of share certificate on account of the transfer, division of the share or the loss, damage or destruction of the share certificate according to the "Criteria Governing Handling of Stock Affairs by Public Stock Companies," unless there is different stipulation in legislation and securities regulations.
Article 11
The shareholder shall report his/her/its legal name and the address of his/her/its domicile, as well as the specimen card of his/her/its seal for keeping by the Company.
Article 12
The shareholder who lost his/her/its seal the specimen of which is imprinted in the seal specimen card kept by the Company for record shall give a written notice to the Company upon information of the loss and issue a request to the stock affairs agency of the Company to have his/her/its new seal registered.
Article 13
Transfer of shares of the Company cannot be made within a period of sixty (60) days prior to the General Shareholders' Meeting, thirty (30) days prior to an Extraordinary Shareholders' Meeting, and five (5) days prior to the start date of distribution of dividend, bonus or other interests in the shares held.
Chapter 3 Shareholders' Meeting
Article 14
The meeting of the shareholders of the Company will be the General Shareholders' Meeting to be convened by the Board of Directors each year within six (6) months after the end of that fiscal year or an extraordinary Shareholders' Meeting to be duly convened from time to time when necessary.
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Article 15
The meeting of the shareholders of the Company shall be convened in accordance with the Company Act, Securities and Exchange Act, and the relevant laws and regulations according to the public announcement or notice issued by the competent securities authority.
The notice of the meeting of the shareholders of the Company may be issued electronically on the consent of the shareholder.
Article 16
Except as otherwise provided by the Company Act and other legislations, the Shareholders’ Meeting must be attended by the shareholders in person or their proxies representing over half of the shares in issued. The resolution of the Shareholders’ Meeting must be adopted by the majority of the votes represented at the meeting.
Article 17
Except those subject to restrictions or in one of events provided in Article 179 of the Company Act, the shareholder of the Company will have one vote on each share held.
The shareholder may cast his/her vote at the Shareholders’ Meeting in writing or electronically in accordance with the Company Act and the laws, regulations established and orders issued by the competent securities authority.
Article 18
The shareholder who for whatever reason is unable to attend the Shareholders’ Meeting in person may designate a proxy to attend and act in his/her stead at the meeting by executing the proxy letter form prepared by the Company specifying the scope of authorization to the proxy.
The proxy designated may be a non-shareholder of the Company. Subject to the public offering of the Company, The related operation shall be in accordance with the “Rules Governing the Use of Proxies for Attendance at Shareholder Meeting of Public Companies” and other related legislations.
Article 19
Unless stipulated otherwise in the Company Act, the shareholders' meeting of the Company shall be convened by the board of directors and chaired by the chairperson of the board of directors. In case the chairperson cannot exercise the duty, whether on leave or for other reasons, he/she shall designate a director in his/her stead. If the chairperson fails to make the designation, other directors share elect one among them to chair the meeting. In case the shareholders' meeting is not convened by the board of the directors, the convener shall chair the meeting. If there are two or more conveners, they shall elect one among them to chair the meeting.
Article 20
The issues presented for discussion and/or resolution at the Shareholders’ Meeting and the resolution adopted by the meeting shall each be recorded in the minutes of the meeting, which meeting minutes must be signed or sealed by the chairperson and a copy of which shall be distributed to the shareholders of the Company each within twenty (20) days after the meeting. The above meeting minutes may be produced and distributed electronically. The minutes of the Shareholders’ Meeting shall be kept by the Company together with the relevant signed attendance book and proxy letters received. The Company may distribute the above minutes of the Shareholders’ Meeting electronically.
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Article 21
Subject to the public offering of the Company, the Company may withdraw the public offering on and only on the relevant resolution adopted by the Shareholders’ Meeting other than that adopted by the meeting of the Board of Directors.
Chapter 4 Directors
Article 22
Compensation to the Directors of the Company will be determined by the Board of Directors by reference to the common standards adopted by the trade home and abroad.
Article 23
The Company will have seventeen (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.
Article 24
The Directors each of the Company will serve an office term of three years and may be re-elected; but the independent director shall serve in office for a term of not more than three terms. Percentage of total shares owned by directors is set according to the Company Act and the prescribed by the competent securities authority.
The Company has an Audit Committee formed by all of the independent directors under the Securities and Exchange Act. The establishment, functions, powers and authorities, rules for the meeting and other legal compliance matters of the Audit Committee shall be in accordance with the relevant regulations issued by the competent securities authority.
The Company should procure liabilities insurance for the Directors elected during their office term.
Article 25
The Directors shall elect one from among themselves to act as the Chairman/Chairwoman of the Board of Directors of the Company.
Article 26
The Chairman/Chairwoman of the Board of Directors shall externally represent the Company and internally preside the Shareholders’ Meetings and the meetings of the Board of Directors.
Article 27
Unless stipulated otherwise in the Company Act, the meeting of the board of directors shall be convened by the chairperson of the board of directors, who shall notify, in written form or via fax or e-mail, directors on the date, venue, and agenda seven days prior to the meeting. In the event of urgency, the meeting of the board of directors can be convened anytime via the aforementioned methods of notification.
Article 28
The meeting of the Board of Directors shall be presided by the Chairman/Chairwoman of the Board of Directors. If he/she is for whatever reason unable to preside the meeting, he/she shall designate a Director to act in his/her stead. Absent the above designation, the Directors shall elect one from among themselves to preside the meeting in deputy.
Article 29
The Directors shall vote to approve or disapprove and exercise their powers and duties with respect to the matters proposed on the agenda at the relevant meeting of the Board of Directors which shall be convened at least once every quarter. Except as otherwise provided by the Company Act, the resolution with respect to the revision of these Articles of Incorporation as provided in subparagraph (1) below must be adopted by three fourths (3/4) or more of all of the Directors of the Company and with respect to other matters by two thirds (2/3) or more of all of the Directors of the Company:
(1) Revision of these Articles of Incorporation.
(2) Contract with a proposed value equal to or exceeding the relevant authorized amount (which authorized amount is to be defined by the Board of Directors authorized to do so).
(3) Major capital expenditure not included in the relevant approved budget with a proposed sum equal to or exceeding the relevant authorized amount (which authorized amount is to be defined by the Board of Directors authorized to do so), which proposed sum cannot be divided into smaller amounts to obtain easy approval and which proposed sum as approved cannot be divided for spending.
(4) Establishment of company bylaws with respect to the handling of transactions where the Company is to externally provide guaranty, endorsement, accept to honor, commit, advance payments, provide lending, procure loan, sell account receivables.
(5) Establishment and removal of branches and offices of the Company.
(6) Investment in, merge or acquire other businesses.
(7) Transfer, assignment, sale, lease, pledge, mortgage or otherwise dispose of the entire assets or important assets of the Company.
(8) Transaction by and between the Company and its affiliate or the shareholder, director of the Company or their relative.
(9) Approval and revision of agreements proposed on transfer or licensing of technology, know-how or patent right.
(10) Approval and revision of trademark license agreement with an effective term of one year or more.
(11) Proposed earnings distribution plan (or loss appropriation plan).
(12) Review and approval of proposed budgetary plan and final accounting.
(13) Proposed increase or decrease in the capital of the Company.
(14) Proposed operation plan; proposed factory construction or expansion projects.
(15) Appointment, re-appointment and dismissal of the certified public accountant, legal counsel of the Company and the lead underwriter and secondary underwriter handling the public listing or over-the-counter trading of the shares of the Company.
(16) Appointment and dismissal of the general manager of the Company.
(17) Establishment of the bylaws with respect to the powers and authorization to be exercised by the Chairman of the Board of Directors and the general manager respectively.
(18) Establishment of bylaws with respect to the hiring, promotion of employees and the salary payment policy.
(19) Other bylaws with respect to the organization of the Company and the relevant implementation rules.
(20) Other matters proposed that must be duly submitted to the Shareholders' Meeting for approval.
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Article 30
The Director may issue a written proxy to designate another Director to attend the meeting of the Board of Directors and exercise his/her voting right on all proposed matters at the meeting in his/her stead; provided that a Director may act as the proxy for one and only one of the other Directors.
Article 31
The resolutions adopted by the meeting of the Board of Directors shall be recorded in the minutes of the meeting, which meeting minutes must be signed or sealed by the Chairman of the Board of Directors or the chairperson of the meeting with a copy thereof distributed to the Directors each. The meeting minutes shall be kept by the Company together with the relevant attendance book and written proxies received.
Article 32
The functions, powers and duties exercised by Supervisors under the Company Act, Securities and Exchange Act and other laws and regulations shall apply to the Audit Committee with necessary and appropriate alterations upon the establishment of the Audit Committee.
Article 33
The Company may establish various functional boards or committees under the relevant organization rules to be prescribed by the meeting of the Board of Directors in accordance with the relevant laws and regulations.
Article 34
The Board of Directors may have a number of secretaries or assists to take charge of keeping the minutes of the meetings of the Board of Directors and the Shareholders' Meetings and all of the important documents, contracts, agreements and instruments of the Company.
Article 35
The Company shall be liable and reimburse for the loss incurred in the course of the Director's performance of his/her functions and duties, which loss is not attributable to the same Director. For the purpose of protecting the Company from the above liability, the Company shall procure liabilities insurance for the Directors each by reference to the coverage commonly adopted by the trade home and abroad.
Chapter 5 Managerial Officers
Article 36
The company institutes managerial staffers, including a general management and a number of deputy general managers, whose appointment, dismissal, and compensations shall be made according to the resolutions of the board of directors.
Article 37
The general manager acting in accordance with the instruction of the Chairman of the Board of Directors shall take general charge of the day-to-day affairs of the Company and supervise, carry out and manage the operation of the Company.
Article 38
The Company shall be held liable and reimburse for the loss incurred in the course of the general manager’s and the deputy general manager’s performance of their functions and duties, which loss is not attributable to him/her. For the purpose of protecting the Company from the above liability, the Company shall procure liabilities insurance for the general manager and the deputy general manager each by reference to the coverage commonly adopted by the trade home and abroad.
Chapter 6 Fiscal Reports
Article 39
The Company shall produce and present the following documents after the end of each fiscal year to the meeting of the Board of Directors for adoption and thereafter to the General Shareholders’ Meeting for ratification:
- Business report.
- Financial statements.
- Proposed earnings distribution plan or loss appropriation plan.
Article 40
Should the Company earn surpluses within the current term, at least two percent of surpluses should be set aside for employee compensation (compensation for grassroots employees shall be no less than one percent), and no more than two percent of surpluses should be set aside for director compensation. However, if the Company has accumulated losses, surpluses should be held in reserve to make up said loss.
The surpluses within the current term of the previous paragraph refer to pre-tax profits prior to deduction of employee and director compensation.
Recipients of employee compensation include employees subordinate to the Company that comply with certain conditions.
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.
Article 41
Given the changeful industrial environment for the Company's business, in formulating earnings distribution plan, the board of directors shall take into account the Company's project for capital outlays and funding needs, as well as the use of earnings to meet the financial needs, before determining the allocation of earnings for reserved earnings or distribution, including the amount of distribution and dividend payout for shareholders in cash.
In case there are earnings in the Company's annual final accounts, the earnings shall be appropriated for payment of business income tax and makeup for accumulated debts from past years. Afterwards, ten percent of the surplus, should it exist, 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.
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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.
Chapter 7 Supplemental Provisions
Article 42
Matters not addressed herein shall be in accordance with the Company Act of the Republic of China (Taiwan) and the relevant laws and regulations prescribed and announced by the competent authority.
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, 25th revision of May 30, 2022, 26th revision of May 29,2023 and 27th revision of May 28, 2025.
ScinoPharm Taiwan, Ltd.
Chih-Hsien Lo
Chairman of the Board of Directors
Exhibit 3
Required Minimum and Actual Shareholding data by Directors
- According to Article 26 of the Securities and Exchange Act, the total amount of shares held by the directors of the Company as a whole shall account for no less than 25,303,655 shares.
- According to the Company's shareholders register as of the suspension of transfer of the shares of the Company for this General Shareholders' Meeting, the shareholding of the directors each is detailed as follows:
As of March 29, 2026
| Title | Name | Amount of shares held |
|---|---|---|
| Chairman of the Board of Directors | Uni-President Enterprises Corp. | |
| Representatives: Chih-Hsien Lo | 299,968,639 | |
| Director | Uni-President Enterprises Corp. | |
| Representatives: Tsung-Pin Wu, Chyun-Yu Yang, Chin-Yuan Cheng, Jia-Horng Guo, Fu-Jung Lai | 299,968,639 | |
| Director | National Development Fund, Executive Yuan | |
| Representatives: Ming-Chuan Hsieh Ya-Po Yang | 109,539,014 | |
| Director | Tainan Spinning Co., Ltd. | |
| Representative: Po-Ming Hou | 23,605,921 | |
| Director | Kao Chyuan Investment Co., Ltd. | |
| Representative: Shiow-Ling Kao | 14,832,733 | |
| Director | President International Development Corp. | |
| Representative: Chiou-Ru Shih | 28,673,421 | |
| Director | Taiwan Sugar Corp. | |
| Representative: Ling Ming Sun | 32,581,963 | |
| Independent Director | Lewis Lee | – |
| Independent Director | Wen-Chang Chang | – |
| Independent Director | Li-Tzong Chen | – |
| Independent Director | Jang-Yang Chang | – |
| Independent Director | Lai-Shou Su | – |
| Total | 509,201,691 |
Notes:
(1) Article 2 of the Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies stipulates that "if a public company has elected two or more independent directors, the share ownership figures calculated at the rates set forth in the preceding paragraph for all directors and supervisors other than the independent directors shall be decreased by 20 percent."
(2) As the Company has set up an Audit committee, provisions with regard to minimum shareholdings required of supervisors are not applicable.
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ScinoPharm
台灣神隆股份有限公司
741014 南部科學園區
台南市善化區南科八路一號
電話:886-6-505-2888 傳真:886-6-505-2898
網址:www.scinopharm.com/tw/
ScinoPharm Taiwan, Ltd.
No. 1, Nan-Ke 8th Road, Southern Taiwan Science Park,
San-Hua, Tainan, 741014, Taiwan
TEL:886-6-505-2888 FAX:886-6-505-2898
https://www.scinopharm.com