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SPT Annual Report 2016

Jul 17, 2017

51922_rns_2017-07-17_b80cd24a-69e5-4617-b4d2-70addc0eb348.pdf

Annual Report

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Stock Code:1789

ScinoPharm Taiwan, Ltd.

2016 Annual Report

Notice to readers

This English-version annual report is a summary translation of the Chinese version and is not an official document of the shareholders’ meeting. If there is any discrepancy between the English and Chinese versions, the Chinese version shall prevail.

Taiwan Stock Exchange Market Observation Post System: http://mops.twse.com.tw

ScinoPharm Taiwan, Ltd. Annual Report is available at: http://www.scinopharm.com.tw Printed on 04 30, 2017

Spokesperson

Name: To be determined by the BOD Title: To be determined by the BOD Tel: 886-6-5052888 E-mail: To be determined by the BOD

Headquarters, Branches and Plant

Headquarters Address: No.1, Nan-Ke 8th Road Southern Taiwan Science Park Shan-Hua, Tainan, 74144, Taiwan Tel: 886-6-5052888

Deputy Spokesperson

Name: Chih-Hui Lin Title: Director Finance Tel: 886-6-5052888 E-mail:[email protected]

Stock Transfer Agent

President Securities Corporation Address: B1, No.8, Dongxing Rd., Taipei City Tel: 886-2-2746-3797 Website: Http://www.pscnet.com.tw

Auditors

PricewaterhouseCoopers, Taiwan Address: 12F, 395 Linsen Rd., Sec. 1 Tainan, Taiwan 70151 Tel.: 886-6-234-3111 Website: http://www.pwc.tw/

Overseas Securities Exchange

Not applicable

Corporate Website

http://www.scinopharm.com.tw

II

Contents

I. Letter to Shareholders ............................................................................................. 1 II. Company Profile ..................................................................................................... 4 2.1 Date of Incorporation ............................................................................................................ 4 2.2 Company History................................................................................................................... 4 III. Corporate Governance Report ............................................................................ 7 3.1 Organization .......................................................................................................................... 7 3.2 Directors, Supervisors and Management Team ................................................................... 10 3.3 Remuneration paid to Company directors, supervisors, president, and senior vice presidents over the past year .............................................................................................. 26 3.4 Implementation of Corporate Governance .......................................................................... 31 3.5 Information Regarding the Company’s Audit Fee and Independence ................................ 80 3.6 Replacement of CPA ........................................................................................................... 80 3.7 If the Company's Chairman, President, or managers responsible for financial and accounting affairs have held any position in the accounting firm or its affiliates during the past year, all relevant information should be disclosed .................................... 81 3.8 Net Change in shareholdings and in shares pledged by directors, supervisors, management, and shareholders holding more than a 10% share in the Company. ............ 81 3.9 Relationship among the Top Ten Shareholders................................................................... 84 3.10 Ownership of Shares in Affiliated Enterprises .................................................................. 96 IV. Capital Overview ................................................................................................. 97 4.1 Capital and Shares ............................................................................................................... 97 4.2 Bonds ................................................................................................................................. 101 4.3 Status of Corporate Bonds, Preferred Stock, GDR, Employee Stock Option Plan, Employee Restricted Stock Plans, Mergers, Acquisitions, and Spin-Offs ....................... 102 4.4 Financing Plans and Implementation ................................................................................ 104 V. Operational Highlights ....................................................................................... 105 5.1 Business Activities ............................................................................................................ 105 5.2 Market and Sales Overview............................................................................................... 122 5.3 Human Resources .............................................................................................................. 136 5.4 Environmental Protection Expenditure ............................................................................. 136 5.5 Protective measures for workplace and personal safety of employees ............................. 141 5.6 Labor Relations ................................................................................................................. 145 5.7 Important Contracts ........................................................................................................... 149 VI. Financial Information ....................................................................................... 152 6.1 Five-Year Financial Summary .......................................................................................... 152

III

6.2 Five-Year Financial Analysis ............................................................................................ 160 6.3Audit Committee’s Report in the Most Recent Year ......................................................... 168 6.4 The Audited Consolidated Financial Report for the most Recent Fiscal Year ................. 169 6.5 The Audited Parent Company only Financial Report for the most Recent Fiscal Year .................................................................................................................................. 169 6.6 Financial Difficulties ......................................................................................................... 169 VII.Review of Financial Conditions, Operating Results, and Risk Management ..................................................................................................... 170 7.1 Analysis of Financial Status .............................................................................................. 170 7.2 Analysis of Operation Results ........................................................................................... 171 7.3 Analysis of Cash Flow....................................................................................................... 173 7.4 Major Capital Expendure Items......................................................................................... 174 7.5 Investment Policy in Last Year, Main Causes for Profits or Losses, Improvement Plans and the Investment Plans for the Coming Year ...................................................... 174 7.6 Analysis of Risk Management........................................................................................... 176 7.7 Other Important Matters .................................................................................................... 184 VIII.Special Disclosure ............................................................................................ 185 8.1 Summary of Affiliated Companies .................................................................................... 185 8.2 Private Placement Securities in the Most Recent Years .................................................... 195 8.3 The Shares in the Company Held or Disposed of by Subsidiaries in the Most Recent Years .................................................................................................................... 195 8.4 Other Necessary Supplement ............................................................................................ 195 8.5 Other Supplementary Disclosure ....................................................................................... 196

IV

I Letter to Shareholders

Dear Shareholders,

ScinoPharm had another great year in 2016. We were faced with numerous obstacles from the global pharmaceutical industry, such as price erosion for generic drugs and market concentrations caused by mergers and acquisitions, making the market even more limited. However, ScinoPharm saw steady progress in its transformation. Both revenues and profits were up with maintaining our leading status in cancer APIs and alliance with our flexible marketing strategies.

Financial Performance

ScinoPharm’s consolidated revenues for 2016 were NT$4.031 billion, which was a 2% increase compared to our NT$3.955billion revenues from the previous year. Consolidated net profits after tax were NT$659 million, a 4% increase compared to the previous year’s NT$635 million.

At the end of the previous year, our paid-up capital was NT$7.6 billion; earnings per share after tax was NT$0.87. Our shareholders’ equity was NT$10.2 billion, making up 80% of total assets, which equaled NT$12.8 billion. Long-term debt was 2.1 times fixed assets, and our flow ratio was 3.9%. These results indicate that our financial structure continues to be sound.

Strengthen Competitive Advantages and Continued Growth

In 2016, overall revenue increased primarily as a result of the sales boost from generic APIs, including an increased market share of Gemcitabine combined with more flexible strategies, increased shipments of Paclitaxel, as well as greater customer needs for Entecavir (HBV) and Riluzole (ALS) in anticipation of their commercial launch. In terms of contract research services (CRO), several customers have achieved favorable clinical results in their Phase III trials, suggesting a future increase in shipment volumes and revenues. Meanwhile, revenues from contract manufacturing services (CMO) suffered a sharp reduction due to less order volume of anti-depressants and anti-obesity drugs, but the overall performance of 2016 was positive and Increased profit is evident in an overall gross profit margin of 45%; this is a result of a favorable blend of products and clients, especially with increased sales volume of higher profit oncology products and CRO projects. The strategic entry of oncology API Gemcitabine also contributed strongly in our gross margin increase. ScinoPharm also demonstrated profitability improvement via tighter cost controls, process optimization, and enhanced management efficiency.

Research and Development for the Continued Pursuit of Innovation in the Future

ScinoPharm attaches great importance to innovation capability. Since its inception, the company has considered research and design (R&D) as its most important strategic investment. To date, ScinoPharm has developed 72 generic APIs, including 25 marketed products. Numerous others are awaiting the subsequent expiration of patents. In order to expand our long-term competitive advantages, we have successfully developed significant intellectual property patents. Last year, applications for 63 product process or polymorph patents were filed. As of the end of 2016, ScinoPharm has obtained 314 patents worldwide for its 59 inventions.

Oncology products continue to be the mainstay of the company’s portfolio. The three primary products in the last year include Paclitaxel to treat ovarian, lung, and breast cancer, Irinotecan for colorectal cancer, and Gemcitabine for small cell lung and breast cancer. These three products retained ScinoPharm’s market share dominance worldwide, which reaffirms the company position as a global leader in oncology product supply. Our regulatory presence in oncology is demonstrated and strengthened by the number of completed drug master files (DMF): ScinoPharm has applied for 753 DMFs worldwide, including 53 in the United States (US). Of the 53 US DMFs, 32 are for oncology products. This is an unparalleled number of total DMFs among the independent global providers of APIs and proof of the company’s persistent efforts in oncology products.

~1~

Speed Up Enterprise Transformation by Actively Developing the China and Japan Markets

ScinoPharm continues to pursue strategic alliances in order to enhance its position as a developer and manufacturer of innovative products with high added value. Currently, two abbreviated new drug application (ANDA) submissions have been filed: an oncology injectable drug jointly developed with US-based SAGENT Pharmaceuticals, and ScinoPharm-developed Fondaparinux. Product partnerships based on co-development and profit-sharing models have been established for 11 products. Furthermore, ScinoPharm is currently negotiating with major international companies for exclusive distribution rights in the EU and the US for niche drug products. The in-house Good Manufacturing Practice (GMP)-compliant manufacturing injectable plant is being positioned to prepare its first registration batch this year. Adopting state-of-the art design and isolator-based aseptic filling systems, ScinoPharm is ready to partner with customers by offering high quality injectable products.

The Changshu site in Jiangsu, China, initiated full-scale operations after the US FDA inspection in December 2015, contributing to ScinoPharm’s overall revenues in 2016. In efforts to expand the existing CRO and CMO business operations, the company is focusing on mid- to late-phase projects. The Changshu site is also seeking large-volume generic APIs and intermediates to increase production utilization and is exploring partnerships with generic formulation firms to maximize market share in China via joint development and registration.

The other focal point is in a high-potential market, Japan. Revenues for the Japan market have grown each year. Of the top 10 pharmaceutical factories in Japan, six are currently our clients. We strive to develop more flexible partnerships with local generic drug companies in the face of ever-increasing market concentration by lowering distribution costs and broadening the product scope in order to increase revenues and profits.

Strive to Become the Industry Leader

ScinoPharm has been dedicated to the growth of the pharmaceutical industry for nearly two decades. We abide strictly by the International cGMP regulation, creating an international image of high-quality APIs. Last year, we passed inspection by the European Directorate for the Quality of Medicines (EDQM) and the official pharmaceutical regulation institution of Germany. This means that the quality control system of ScinoPharm is recognized by the EU pharmaceutical regulation organizations.

Furthermore, ScinoPharm has also been listed as an excellent company for two years in a row as part of the Corporate Governance Evaluation conducted by the Taiwan Stock Exchange. We are also the only healthcare company in the top five percent of all listed companies. In 2016, we were also recognized for excellent performance in the “Healthy Workplace Self-Management Counseling and Evaluation” program promoted by the Southern Taiwan Science Park Bureau. This is a testament to our efforts to enhance the health of our employees. By the end of the year, we even achieved an Authorized Economic Operator recognition from the Customs Office, Ministry of Finance for the third year running. These various recognitions symbolize ScinoPharm’s efforts and faith in the pursuit of excellence.

Cultivate Energy for Growth and Prepare to Create a Brand New Prosperity

For the immediate future, ScinoPharm will continue to optimize existing generic APIs, maintaining our market share and boosting the profits of the top five marketed products to maximize ROI. On the CRO front, the projects we have developed for years are gradually coming to fruition. Many client products are already in clinical phase three or available for selling in the open market. If the products are successfully launched, company growth would be strengthened. As for the future selection of new medicines, we will focus on small-molecule targeted therapies and central nervous

~2~

system agents based on a new mode of action. We will also provide integrated services from API towards the formulation of niche injectables.

ScinoPharm will also utilize strategic alliances to develop formulation businesses in order to enter high-value markets through shared costs and profits. This has speed up our growth in the pharmaceutical preparation field. Once the injectable plants become operational, ScinoPharm’s industrial chain value and long-term competitiveness will be further enhanced.

ScinoPharm believes that our foundation will continue to be strengthened through the efforts of our staff and the support of our shareholders. We aspire to grasp opportunities of demands in the global pharmaceutical market in order to steadily develop our enterprise and increase profits to give back to our shareholders, clients and employees.

Finally, ScinoPharm would like to express its utmost gratitude for the continued support and advice from our shareholders!

Chairman Kao-Huei Cheng CEO Yung-Fa Chen Director of Accounting Chih-Hui Lin

~3~

II. Company Profile

2.1 Date of Incorporation: Established date: November 11th 1997

2.2 Company History

  • November 1997 ScinoPharm Taiwan, Ltd. was founded with paid-in capital of NT$675 million.

  • May 1998 The Food and Drug Administration (FDA) of the U.S. screened the company’s plant layout design and validation plan.

  • July 1998 Started to rent a laboratory.

  • December 1998 Completed capital increment to NT$1.89 billion from NT$675 million.

  • October 1999 Relocated to the present site in Southern Taiwan Science Park, and started to use its own laboratory and office. Completed capital increment to NT$2.7 billion from NT$1.89 billion.

  • January 2000 Inaugurated the first Kilo Lab.

  • March 2000 Delivered the first batch of GMP (Good Manufacturing Practices) medicines to clients.

  • April 2000 Establishment of the reinvested Xinjiang President-ScinoPharm Technology Co., Ltd.

  • May 2000 Inaugurated the Pilot Plant.

  • November 2000 Inaugurated the Mini Plant.

  • January 2001 Delivered the first DMF (Drug Master File) raw medicine to the FDA for examination.

  • February 2001 Establishment of the reinvested ScinoPharm (Kunshan) Biochemical Technology, Ltd.

  • May 2001 The Customer submitted to the U.S.FDA abbreviated new drug application(ANDA) for the generic drug, The first one using the company's active pharmaceutical ingredient(API) Establishment of the reinvested ScinoPharm Biotech Ltd.

  • June 2001 Inaugurated the small manufacturing unit (SMU).

  • October 2001 Passed U.S. FDA’s first comprehensive site inspection.

  • February 2002 Completed capital increment to NT$3.7 billion from NT$2.7 billion.

  • April 2002 Completed the validation of the first production line Bay2 in the Production Building.

  • October 2002 Completed equipment installation at Bay 1 and Bay3 production lines in the Production Building.

  • November 2002 Inaugurated the Production Building.

  • February 2003 Establishment of the reinvested Yunnan Ziyun Scino Bio-tech Co., Ltd.

  • July 2003 Completed capital increment to NT$4.2 billion from NT$3.7 billion.

  • April 2004 Completed capital increment to NT$4.7 billion from NT$4.2 billion.

  • October 2004 Completed capital increment to NT$4.86 billion from NT$4.7 billion.

  • August 2005 Passed U.S. FDA’s second site inspection.

~4~

  • December 2005

  • Completed capital increment to NT$5.51 billion from NT$4.86 billion.

  • January 2007 Establishment of the reinvested HanFeng Biopharmaceutical (Shanghai) Co., Ltd.

  • May 2007 Completed expansion of production lines, including Kilo II and ESP II.

  • October 2007 Passed the site inspection by the Therapeutic Goods Administration (TGA) of the Australian Government Department of Health.

  • May 2008 Kicked off construction of the Quality Inspection Laboratory Building.

  • June 2008 Acquired subsidiary ScinoPharm Biotech Ltd.

  • June 2008 Passed the site inspection by the National Institute of Pharmacy (NIP) of Hungary, a member state of the European Union.

  • June 2008 Passed the site inspection by Pharmaceuticals and Medical Devices Agency (PMDA) Japan.

  • September 2008 Passed the site inspection by Korea Food and Drug Administration (KFDA).

  • October 2008 Passed U.S. FDA’s third site inspection.

  • December 2008 Inaugurated the Quality Inspection Laboratory Building.

  • December 2008 Business revenues broke the US$100 million mark.

  • August 2009 Establishment of the reinvested ScinoPharm (Changshu) Pharmaceuticals, Ltd.

  • June 2010 Liquidation of reinvestment in Xinjiang President-Scino Pharm Technology Co., Ltd.

  • August 2010 Signed an investment cooperation pact with Tanvex Biologics, Inc. and Ruentex Group to jointly develop Biosimilars.

  • September 2010 Completed initial public offering of its shares in Taiwan.

  • November 2010 Obtained the Authorized Economic Operator (AEO) certificate from the Customs Administration under the Ministry of Finance as the first pharmaceuticals maker to do so.

  • June 2011 Liquidation of reinvestment in HanFeng Biopharmaceutical (Shanghai) Co., Ltd.

  • July 2011

  • Inaugurated the second peptide plant.

  • September 2011 Liquidation of reinvestment in Yunnan Ziyun Scino Bio-tech Co., Ltd.

  • September 2011 Listing shares on the Taiwan Stock Exchange, with stock code 1789

  • November 2011 Establishment of the reinvested ScinoPharm Shanghai Biochemical Technology, Ltd.

  • August 2012 Passed U.S. FDA’s fourth site inspection.

  • August 2012 Established an R&D team to venture into the development of injection medical preparations.

  • November 2012 Selected as one of the constituent stocks of the Morgan Stanley Capital International (MSCI) Taiwan Index, marking Taiwan’s first biotech company to do so.

  • December 2012 Production lines Bay4 and Bay 5 became operational.

  • December 2012 ScinoPharm (Changshu) Pharmaceuticals, Ltd. won a production permit for pharmaceuticals.

~5~

  • December 2012 Sent the first DMF of pharmaceuticals turned out by ScinoPharm (Changshu) Pharmaceuticals, Ltd. to the U.S. FDA for examination.

  • August 2013 Passed the first EMA site inspection by European Medicine Agency.

  • December 2013 Obtained the second AEO certificate from the Customs Administration of the Ministry of Finance.

  • December 2013 Plant of ScinoPharm (Changshu) Pharmaceuticals, Ltd. has been completed and inaugurated.

  • July 2014 Won the A++ rating in the 11[th] assessment on information disclosure by listed companies, conducted by the Taiwan Securities Exchange Corp. (TWSE).

  • August 2014 Passed the second EMA site inspection.

  • October 2014 Selected by the Institutional Investor, a leading financial monthly magazine in the world, as Taiwan’s only biotech company to rank among the most esteemed enterprises in Asia.

  • March 2015 Passed the U.S. FDA’s fifth site inspection.

  • April 2015 Won the A++ rating in the information disclosure assessment conducted by the TWSE on listed companies, for the second straight year.

  • June 2015 Won the Outstanding Innovation Enterprise Award in the “People’s Well-being” Category of the 4[th] National Industrial Innovation Award hosted by the Ministry of Economic Affairs.

  • August 2015 Ranked among the “Top 100 CSR Enterprises” in the “Excellence in Corporate Social Responsibility” Award hosted by the CommonWealth Magazine.

  • October 2015 ScinoPharm (Changshu) Pharmaceuticals, Ltd. passed the U.S. FDA site inspection.

  • June 2016 Won the A++ rating in the information disclosure assessment conducted by the TWSE on listed companies, for the second straight year.

  • July 2016 Awarded 2016 Taiwan API Manufacturing Company of the Year by Frost & Sullivan

  • October 2016 Passed the first EDQM site inspection by European Directorate for the quality of Medicine.

  • November 2016 Awarded for paradigm of healthy workplace by Southern Taiwan Science Park Bureau

  • December 2016 Obtained the third AEO certificate from the Customs Administration of the Ministry of Finance.

  • February 2017 Passed U.S. FDA’s Sixth site inspection.

  • April 2017 The company has completed registrations for a total of 759 DMFs worldwide, including 53 DMFs registered with U.S. FDA, as of the end of April 2017.

~6~

III. Corporate Governance Report

3.1 Organization

3.1.1 Organization Chart

==> picture [730 x 364] intentionally omitted <==

~7~

3.1.2 Introduction to Organizational Functions

Research and Development

  • Researching and developing the production procedures of generic drugs, and the front-end technology and platform technology for active pharmaceutical ingredients.

  • Planning and carrying out the development of new pharmaceuticals; and analyzing and evaluating introduction of technologies from external sources or cooperative development projects.

  • Analyzing the development and establishment of methodologies and specifications.

Production

  • Planning, implementing and managing production shifts.

  • Analyzing and evaluating production cost and coordinating affairs on how to reduce the cost.

  • Establishing production procedures and granting supports to production plants.

  • Handling purchase, transportation, customs clearance, bonding and inventory check of production-related materials.

  • Conducting regular maintenance of production machinery and equipment.

  • Planning, supervising and implementing industrial safety, health, and environmental protection tasks.

Business Development

  • Developing sales, markets and business promotion for all of the company’s products.

  • Evaluating, screening and promoting customized production and R&D projects, and handling contract-related negotiations.

  • Handling applications for drug registrations at home and abroad, as well as marketing and regulatory affairs and technical services.

  • Developing strategic alliance projects and new models of business partnerships, and implementing and managing strategic cooperation projects.

Injection Medicine Business

  • Conducting the R&D of pharmaceutical preparations, peptides and new drugs, and handling contract production affairs.

  • Examining and regularly monitoring the aseptic environment for injection medicines, and conducting tests of injection medical products.

  • Establishing and maintaining the specifications of products, raw materials, excipients, and packaging materials.

  • Screening and releasing quality assurance documents for injection medicines.

Quality Control

  • Establishing and sustaining the Good Manufacturing Practices (GMP) system.

  • Establishing the specifications and analytical methods for raw materials and active pharmaceutical ingredients (APIs), analyzing random examinations, and handling quality control.

  • Examining and releasing GMP products.

  • Implementing internal and external GMP auditings, solving possible problems and handling GMP training affairs.

~8~

Financial Accounting

  • Planning financial accounting operations, and handling financial strategies and related analyses.

  • Company spokespersons are responsible for communicating and sustaining good relations with investors and capital markets.

Legal Affairs

  • Screening contracts and managing legal affairs.

  • Handling patent analyses and applications, and other legal affairs pertaining to intellectual properties.

Auditing

  • Supervising internal risk control and conducting independent evaluation on observation of management regulations.

Public Safety, Health and Environmental Protection

  • Planning and enforcing industrial safety, health and environmental protection programs.

  • Handling the management of related operations in accordance with relevant rules and regulations.

Administrative Management

  • Planning and handling manpower resources development programs and related training courses.

  • Handling administrative management of general affairs and the execution of procurement operations.

  • Handling public-relation affairs and issuing press releases.

  • Managing and safeguarding the confidentiality and security of networks and information.

~9~

3.2 Directors, Supervisors and Management Team

3.2.1 Directors and Supervisors

3.2.1.1 Information Regarding Directors

As of 12/31/2016

Title Nationality/
Country of
Origin

Name
Gender Date Elected Term
(Years)
Date First
Elected
Shareholding when
Elected
Shareholding when
Elected
Current Shareholding
(Note 1)
Current Shareholding
(Note 1)
Spouse &
Minor
Shareholding
Spouse &
Minor
Shareholding
Shareholding by
Nominee
Arrangement
Shareholding by
Nominee
Arrangement

ExperienceEducation
Other
Position
Executives, Directors or
Supervisors who are spouses or
within two degrees of kinship
Executives, Directors or
Supervisors who are spouses or
within two degrees of kinship
Executives, Directors or
Supervisors who are spouses or
within two degrees of kinship
Shares Shares Shares Shares Title Name Relation
Director
Institutional
Shareholder
R.O.C. Uni-President
Enterprises Corp.

-
06/23/2015 3 10/16/1997 266,671,029 37.94% 288,431,384 37.94%
-

-
- - - - - - -
Chairman
Representative
R.O.C. Kao-Huei Cheng
M
06/23/2015 3 06/13/2012 1,671,072 0.24%
1,807,430

0.24%

-

-
- - ChairmanPresident of Tainan
Spinning Co., Ltd.
Tainan Senior
Commercial High School
(Note 2) - - -
Director
Institutional
Shareholder
R.O.C. Uni-President
Enterprises Corp.

-
06/23/2015 3 10/16/1997 266,671,029 37.94% 288,431,384 37.94%
-

-
- - - -
Director
Representative
R.O.C. Representative:
Chih-Hsien Lo
M 06/23/2015 3 07/06/2010 - - - - -
-
- - Executive Vice President of
Uni-President EnterprisesCorp.
MBA,U.C.LA,U.S.A.
(Note 2) director Shiow-
Ling Kao
spouse
Director
Representative
R.O.C. Representative:
Tsung-Ming Su
M 06/23/2015 3 07/06/2010 - - - - -
-
- - CFO and Vice President of
Uni-President Enterprises Corp.,
Chairman of President
International Development Corp.,
President Life Sciences Co., Ltd.,
MBA,Iowa State Univ.,U.S.A.
(Note 2) - - -
Director
Representative
R.O.C. Representative:
Kun-Shun Tsai
M 06/23/2015 3 06/23/2015 4,160 0.00%
4,499
0.00% -
-
- - Director, Uni-President Natural
Corp.
Master of Science, University of
Minnesota
(Note 2) - - -
Director
Representative
R.O.C. Representative:
Tsung-Pin Wu
M 06/23/2015 3 06/23/2015 - - - - -
-
- - Director of Accounting Group,
Uni-President Enterprises Corp.
Accounting, Chung Yuan Christian
University

(Note 2)
- - -
Director
Representative
R.O.C. Representative:
Yung-Fa Chen
M 06/23/2015 3 06/23/2015 6,375 0.00%
6,895

0.00%

762
0.00%
-

-
Sr. Vice President of R&D &
Chief Technology Officer
1. Ph.D., Department of
Chemistry,ayne State
University, U.S.A.
2. M.S., Department of Chemistry,
National Taiwan University
3. B.S., Department of Chemistry,
Tunghai University
(Note 2) director Sharon
Lee
spouse

~10~

Title Nationality/
Country of
Origin

Name
Gender Date Elected Term
(Years)
Date First
Elected
Shareholding when
Elected
Shareholding when
Elected

Current Shareholding
(Note 1)

Current Shareholding
(Note 1)
Spouse &
Minor
Shareholding
Spouse &
Minor
Shareholding
Shareholding by
Nominee
Arrangement
Shareholding by
Nominee
Arrangement

ExperienceEducation
Other
Position
Executives, Directors or
Supervisors who are spouses or
within two degrees of kinship
Executives, Directors or
Supervisors who are spouses or
within two degrees of kinship
Executives, Directors or
Supervisors who are spouses or
within two degrees of kinship
Shares Shares Shares Shares Title Name Relation
Director
Institutional
Shareholder
R.O.C. Kao Chyuan Inv.
Co., Ltd.

-
06/23/2015 3 06/13/2002 13,186,248 1.88%
14,262,244

1.88%

-

-
- - - - - -
Director
Representative
R.O.C. Representative:
Shiow-Ling Kao
F 06/23/2015 3 07/05/2010 - - - - -
-
- - Chairman and President of Kao
Chyuan Inv. Co., Ltd.
Marymount College, University
of Southern California
(Note 2) director Chih-
Hsien Lo
spouse
Director
Institutional
Shareholder
R.O.C. President
International
Development
Corp.
- 06/23/2015 3 07/06/2010 25,490,569 3.63%
27,570,598

3.63%

-

-
- - - - - - -
Director
Representative
R.O.C. Representative:
Chiou-Ru Shih
F 06/23/2015 3 07/06/2010 - - - - -
-
- -
ViceGeneral Manager, President
International Development Corp.
MA in Economics, University of
Hawaii
(Note 2) - - -
Director
Institutional
Shareholder
R.O.C. Tainan Spinning
Co., Ltd.
- 06/23/2015 3 10/16/1997 20,985,578
2.99%

22,698,001

2.99%

-

-
- -
-
- - -
Director
Representative
R.O.C. Representative:
Po-Ming Hou
M 11/10/2016 3 11/10/2016 - - - - -
-
- -
Vice Chairmanand Presidentof
Tainan Spinning Co., Ltd.
Chinese Culture Univ.,R.O.C
(Note 2) - - -
Director
Institutional
Shareholder
R.O.C. National
Development
Fund, Executive
Yuan
- 06/23/2015 3 10/16/1997 97,379,785 15.85% 105,325,975 13.85%
-

-
- -
-
- - -
Director
Representative
R.O.C. Representative:
Po-Wu Gean
M 06/23/2015 3 06/13/2002 71,171
0.02%

76,977

0.01%

-

-
- -
Chairman, Department of
Pharmacology, College of
Medicine, NCKU
Ph.D.: Department of
Pharmacology, University of
Texas Medical Branch, Galveston,
Texas,U.S.A.
(Note 2) - - -
Director
Representative
R.O.C. Representative:
Ming-Shi Chang
F 06/23/2015 3 06/23/2015 - - - - -
-
- -
Director of Department of
Biochemistry in National
Cheng-kung University
University of Texas-South
Western Medical Center
(Note 2) - - -
Director
Institutional
Shareholder
R.O.C. Taiwan Sugar
Corporation
- 06/23/2015 3 06/13/2012 28,965,248
4.12%

31,328,811

4.12%

-

-
- -
-
- - - -
Director
Representative
R.O.C. Representative:
Kuo-His Wang
M 01/11/2016 3 01/11/2016 - - - - -
-
- -
Taiwan Sugar Corporation Deputy
Chief.
PhD, Department of Agricultural
Chemistry, National Taiwan
University
(Note 2) - - -

~11~

Title Nationality/
Country of
Origin

Name
Gender Date Elected Term
(Years)
Date First
Elected
Shareholding when
Elected
Shareholding when
Elected

Current Shareholding
(Note 1)

Current Shareholding
(Note 1)
Spouse &
Minor
Shareholding
Spouse &
Minor
Shareholding
Shareholding by
Nominee
Arrangement
Shareholding by
Nominee
Arrangement

ExperienceEducation
Other
Position
Executives, Directors or
Supervisors who are spouses or
within two degrees of kinship
Executives, Directors or
Supervisors who are spouses or
within two degrees of kinship
Executives, Directors or
Supervisors who are spouses or
within two degrees of kinship
Shares Shares Shares Shares Title Name Relation
Independent
Director
R.O.C. Wei-Cheng Tian M 06/23/2015 3 4/27/2011 90,804
0.01%

98,213

0.01%

-

-
- -

Professor, Institute of
Microbiology & Immunology,
National Yang-Ming University
S & PhD, Department of
Microbiology, Immunology and
Molecular Genetics, University of
Kentucky
(Note 2) - - -
Independent
Director
R.O.C. Ih-Jen Su M 06/23/2015 3 12/09/2010 -
-

-

-

1,124
0.00%
-

-

President, National Institute of
Infectious Diseases and
Vaccinology, National Health
Research Institutes
PhD in Pathology, Institute of
Pathology, National Taiwan
University
(Note 2) - - -
Independent
Director
R.O.C. Wei-te Ho M 06/23/2015 3 06/13/2012 - - - - -
-
- -
Full-Time Lecturer,
Department of Accounting
Information, Southern Taiwan
University of Science and
Technology
PhD, Department of Accountancy,
National ChengKungUniversity

(Note 2)
- - -

Note 1: Amount of shares held and Percentage of shared held as of April 29[th] , 2017 Note 2: Please see next page

~12~

Note 2 Current position with other company

Note 2Current position with other company
Name Current Position with Other Company
Kao-Huei
Cheng
Chairman of:Tainan Spinning Retail & Distribution Co., Ltd., Prince Housing & Development Corp.,
Ming Da Enterprises Co., Ltd., Southern Taiwan University of Science and Technology.,
Don-Fung Corp., Cheng-Shi Investment Holding Co., Time Square International Co., Ltd.,
Prince Property Management Consulting Co., Prince Corp., Prince Real Estate Co.,Ltd.
Director of:Joyful Investment Co., Ltd., Uni-President Enterprises Corp., Uni-President Development
Corp., President Fair Development Corp.,Uni-President Assets Management Co., Ltd.,
President Securities Corp., Keng Ting Enterprises Co., Ltd.,
Chih-Hsien
Lo
Chairman of:Uni-President Enterprises corp., President Chain Store Corp., Ton Yi Industrial Corp., TTET
Union Corp., Kai Yu Investment Co., President Packaging Corp., President International
Development Corp., Uni-President Cold Chain Corp., Presco Netmarketing Inc.,
Uni-President Dream Parks Corp., Uni-OAO Travel Service Corp., Kai Nan Investment Co.,
Ltd., President Century Corp., Ltd., President Property Corporation, Tong Yu Investment
Corp., Uni-President (Vietnam) Co., Ltd., Uni-President (Thailand) Ltd., Uni-President
(Philippines) Corp., Changjiagang President Nisshin Food Co., Ltd., Foshan Sanshui
jianlibao Commerce Co., Ltd., Uni-President China Holdings Ltd. (Cayman), President
Enterprises (China) Investment Co., Ltd., Tong Ren Corp., Beijing President Food Co., Ltd.
Vice Chairman of:President Nisshin Corp., Prince Housing &Development Corp., Time Square
International Co., Ltd.
Director of:President Baseball Team Corp., Nanlien International Corp., President Entertainment Corp.,
Tone Sang Construction Corp., Retail Support International Corp., Presicarre Corp., President
Fair Development Corp., Tainan Spinning Retail & Distribution Co., Ltd., President
Starbucks Coffee Corp., Uni-President Organics Corp., PK Venture Capital Corp.,
Uni-President Glass Industrial Co., Ltd., Kuang Chuan Dairy Co., Ltd., Kuang Chuan Foods
Co., Ltd., Uni-President Development Corp., Tait Marketing & Distribution Co., Ltd., Weilih
Food Corp., Ming Da Enterprises Co., Ltd., Keng Ting Enterprises Co., Ltd., Cheng-Shi
Investment Holding Co., Prince Property Management Consulting Co., Prince Corp., Prince
Real Estate Co., Ltd., Uni-President Dream Parks Corp, Shanghai, Kao Chyuan Inv. Corp.,
PCS (BVI) Holdings Ltd., PCS (Labuan) Holdings Ltd., President Coffee (Cayman) Holdings
Ltd., Shanghai President Starbucks Coffee Corp., Cayman President Holdings Ltd., Kai Yu
(BVI) Investment Co., Ltd., President Packing Holdings Ltd., Uni-President Southeast Asia
Holdings Ltd., PT. ABC President Indonesia, President Energy Development (Cayman
Islands) Ltd. , Uni-President Asia Holdings Ltd., Uni-President International (HK) Co., Ltd.,
Yantai Tongli Beverage industries Co., Ltd., Beijing President Enterprises Drinks & Food Co.,
Ltd., Wuhan President Enterprises Food Co., Ltd., Kunshan President Enterprises Food Co.,
Ltd., Kunming President Enterprises Corp., Chengdu President Enterprises Food Co., Ltd.,
Xinjiang President Enterprises Food Co., Ltd., Uni-President Enterprises (Kunshan) Food
Technology Co., Ltd., Beijing President Enterprises Drinks & Food Co., Ltd., President
Enterprises (Shanghai) Co., Ltd., Guangzhou President Enterprises Co., Ltd., Shenyang
President Enterprises Co., Ltd., Harbin President Enterprises Co., Ltd., Hefei President
Enterprises Co., Ltd., Fuzhou President Enterprises Co., Ltd., Nanchang President Enterprises
Co., Ltd., Zhengzhou President Enterprises Co., Ltd., Changsha President Enterprises Co.,
Ltd., Zhanjiang President Enterprise Co., Ltd., Nanning President Enterprise Co., Ltd.,
Taizhou President Enterprises Co., Ltd. , Zhanjiang President Enterprise Co,. Ltd., Changchun
President Enterprise Co,. Ltd., Shijiezhuanng President Enterprise Co., Ltd., Hainan President
Enterprise Co., Ltd., Jinan President Enterprise Co., Ltd., Baiyin President Enterprise Co.,
Ltd., Xuzhou President Enterprise Co., Ltd., Guiyang President Enterprises Co., Ltd., Akesu
President Enterprise Co., Ltd., Hangzhou President Enterprise Co., Ltd., Henan President
Enterprises Co., Ltd., Shanxi President Enterprises Corp., President (Shanghai) Trading Co.,
Ltd., Ningxia President Enterprises Co., Ltd., Uni-President Enterprises (Inner Mongolia)
Co., Ltd., Uni-President Enterprises (Shanxi) Co., Ltd., Uni-President Enterprises (Tianjin)
Co., Ltd., Jangsu President Enterprises Co., Ltd., Uni-President Trading (Kunshan) Co., Ltd.,
Uni-President Trading (Hubei) Co., Ltd., President (Shanghai) Trading Co., Ltd.,
Uni-President Enterprises (ChangBai Mountain jilin) Mineral Water Co., Ltd., Wuyuan
President Enterprises Mineral Water Co., Ltd., Bama President Mineral Water Co., Ltd.,
Wuxue President Mineral Water Co., Ltd., Uni-President Enterprise (Hutubi) Tomato
Products Technology Co., Ltd., Uni-President Shanghai Pearly Century Co., Ltd.,
Uni-President Enterprises(Shanghai)Management ConsultingCo.,Ltd.,Uni-President

~13~

Name Current Position with Other Company
Enterprises (China) Research & Development Center Co., Ltd.,President Enterprises
(Kunshan) Real Estate Development Co., Ltd., Champ Green Capital Limited, Champ Green
(Shanghai) Consulting Co. Ltd.,
President of:Presco NetmarketingInc.
Shiow-Ling
Kao
Chairman of:Kao Chyuan Inv. Corp., President Being Corp., President Fair Development Corp.,
Uni-President Department Store Corp.,President Pharmaceutical Corp., President Drugstore
Business Corp., Afternoon Tea Taiwan Co., Ltd.
Director of:Uni-President Enterprises Corp., President Chain Store Corp., Ton Yi Industrial Corp.,
President International Development Corp., Uni-President Development Corp., Prince
Housing &Development Corp., President Securities Corp., Time Square International Co.,
Ltd., President (Shanghai) Health Product Trading Company Ltd., President Starbucks Coffee
Corp., Tainan Spinning Retail & Distribution Co., Ltd.
President of:Kao Chyuan Inv. Corp.
Tsung-Ming
Su
Chairman of:Uni-President Development Corp., President Life Sciences Co., Ltd., AndroSciences Corp.
Director of:President Chain Store Corp., Kai Yu Investment Co., Ltd., Grand Bills Finance Corp.,
President Fair Development Corp., Tainan Spinning Retail & Distribution Co., Ltd., President
Tokyo Corp., President Tokyo Auto Leasing Corp., Uni-President Tc-Lease (Cayman)
Corporation , Kai Nan Investment Co., Ltd., President International Development Corp., Tong
Yu Investment Corp., CDIB & Partners Investment Holding Corp., President Property
Corporation, Uni-President China Holdings Ltd. (Cayman), Uni-President Hong Kong
Holdings Limited, Xiang Lu Industrial Ltd., Tong Ting Gas Corp., Kuan Tang Industrial
Harbor Corp., Tanvex Biologics, Inc., President Life Sciences Cayman Co., Ltd., President
(BVI) International Investment Holdings Ltd., President Energy Development (Cayman
Islands) Ltd., Tong- Sheng (Suzhou) Car Rental Co., Ltd.
Independent Director of: Senao International Co., Ltd.
Supervisor of:Presco Netmarketing Inc., Presicarre Corp., President Enterprises (China) Investment Co.,
Ltd.
President of:President International Development Corp., President Life Sciences Co., Ltd., President
PropertyCorporation
Kun-Shun
Tsai
Chairman ofUni-President Oven Bakery Corp.,
Director ofTung –Ren Pharmaceutical Corp.
Tsung-Pin
Wu
Chairman of:President Assets Management Co.,Ltd.
Director of:President International Trade & Investment Corp., President Chain Store Corp., Kuang Chuan
Dairy Co., Ltd., Kuang Chuan Foods Co, Ltd., Tong Yu Investment Corp., Tung –Ren
Pharmaceutical Corp., Uni-President Hong Kong Holdings Limited, Prince Housing
&Development Corp., Time Square International Co., Ltd., Prince Real Estate Co., Ltd.
Supervisor of:President Baseball Team Corp.,Tait Marketing & Distribution Co.,Ltd., President
International Development Corp., President Entertainment Corp., Tone Sang Construction
Corp., Kai Yu Investment Co.,Ltd., Kai Nan Investment Co.,Ltd., President Property
Corporation, President Kikkoman Zhenji Foods Co., Ltd., PresidentKikkoman Inc.
Yung-Fa
Chen
Director of:SPT International, Ltd., ScinoPharm Singapore Pte Ltd., ScinoPharm (Kunshan) Biochemical
Technology Co., Ltd.., ScinoPharm (Changshu) Pharmaceuticals, Ltd., ScinoPharm
Shanghai Biochemical Technology, Ltd.
General Manager of:ScinoPharm (Kunshan) Biochemical Technology Co., Ltd.,
Po-Ming
Hou
Chairman of:Tainan Spinning Co., Ltd., Nan-Fan Housing Development Co., Ltd.
Vice Chairman of:Tainan Spinning Retail &Distribution Co., Ltd.
Managing Director of:Nantex Industry Co., Ltd.
Director of:Uni-President Enterprises Corp., Prince Housing Development Corp., Scino Pharm Taiwan
Ltd., PresidentInternationalDevelopment Corp., President Entertainment Corp., Qware
System & Services Corp.
Chiou-Ru
Shih
Director of:Kang Na Hsiung Enterprise Co.,,Ltd. SyNergy ScienTech Corp. , President Life Sciences
Co., Ltd. Outlook Investment Pte Ltd. , Origene Technologies, Inc. , President Life Sciences
Cayman Co., Ltd. Taiwan Branch Allianz Pharmascience Ltd., Grand Bills Finance Corp.,
Tung Ting Gas Corporation., Kuan Tang Industrial Harbour Corporation.
Vice President ofPresident International Development Corp.

~14~

Name Current Position with Other Company
Po-Wu
Gean
1. Professor, Department of Pharmacology, College of Medicine, NCKU
2. Director, National Development Fund, Executive Yuan Representative: PharmaEngine, Inc.
Ming-Shi
Chang
1. Chair Professor of National Cheng-Kung University
2. Director of Research Center of New Antibody Drug in National Cheng-Kung University
3. Director of Taiwan AntibodyAssociation
Kuo-His
Wang
1. Vice President of Taiwan Sugar Corporation
2. Director of TaiGen biotechnologyCo., Ltd.
Wei-Cheng
Tian
1. Adjunct Professor, Department of Life Sciences, National Yang-Ming University
2. Honorary Director, Taiwan Bio Industry Organization
3. Advisor, Medical and Pharmaceutical Industry Technology and Development Center
4. Representative of Institutional Director, IsoGreen Biotechnology Inc.
5. Representative of Institutional Director, Sino Cell Technologies Inc.
6. Representative of Institutional Director, Panlabs Biologics Inc.
7. HonoraryChairman, Taipei Biotech Association
Ih-Jen Su 1. Appointed Scientist, National Institute of Infectious Diseases and Vaccinology, National Health Research
Institutes
2. Chair Professor, Department of Pathology, Medical College, National Cheng Kung University
3. Professor, JointlyAppointed, Southern Taiwan Universityof Science and Technology
Wei-te Ho Assistant Professor, Department of Accounting Information, Southern Taiwan University of Science and
Technology

TableⅠ List of Major Shareholders of SPT's Institutional Shareholders As of 12/31/2016

TableⅠList of Major Sha reholders of SPT's Institutional Shareholders
As of 12/31/2016
SPT's Institutional
Shareholders
Major Shareholders of SPT's Institutional Shareholders
(HoldingPercentage)
National Development Fund,
Executive Yuan
Uni-President Enterprises Corp. Kao Chuan Investment Co., Ltd.(4.79%), the Investment Account of the BNP Paribas’s
Singapore branch in the consigned custody of HSBC Bank (Taiwan) Ltd. (3.20%), The
Saudi Arabian Monetary Agency’s Dedicated Investment Account in the consigned
custody of JPMorgan Chase (3.05%), Hou Po-ming (2.60%), Hou Po-yu (2.27%), the
Singapore government’s dedicated fund account in the consigned custody of Citibank
Taiwan (2.24%), Kao Hsiu-ling (1.64%), Liu Hsiu-jen (1.55%), T.Rowe Price Emerging
Markets Stock Account in the consigned custody of Taipei branch of JPMorgan Chase
(1.43%),Vanguard FTSE Emerging Markets ETF Account in the consigned custody of
Standard Chartered Bank(1.32%).
Taiwan Sugar Corporation Ministry of Economic Affairs (86.14%), Northern Region Branch of National Property
Administration under the Ministry of Finance (9.92%), First Commercial Bank (0.75%),
Changhwa Commercial Bank (0.41%), Bank of Taiwan (0.36%), Taiwan Business Bank
(0.30%), Hua Nan Commercial Bank (0.14%), Central Investment Holding (0.14%),
Mega Bank (0.13%), Land Bank of Taiwan (0.08%), and Taiwan Cooperative Bank
(0.08%).
President International
Development Corp.
Uni-President Enterprises Corp. (69.37%), Tainan Spinning Company (9.00%), Prince
Housing & Development (6.63%), President Chain Store Corp. (3.33%), Ton Yi Industrial
Corp. (3.33%), Tainan Spinning Construction (3.00%), Kao Chuan Investment (1.87%),
NANTEX Industry Co., Ltd. (0.67%), and Nanlien International Corp. (0.67%).

~15~

Hou Po-yu (6.255%), Hou Po-ming (6.233%), Hou Po-yi (6.156%) , Hsin Yung Hsing Investment Co., Ltd. (4.639%), Hsin Fu Hsing Industrial Co., Ltd. (4.200%), Hou Chen Tainan Spinning Co., Ltd. Pi-hua (1.572%), Fubon Life (1.525%), Chuang Ying-chih (1.524%), Chuang Ying-nan (1.471%), and Chi Shing Hou(1.090%). Kao Hsiu-ling (61.60%), Alex C. Lo (20.12%), Kao Lai-huan (13.40%), Kao Han-di Kao Chyuan Investment Co., Ltd 1.63%), (Kao Ching-yuan (0.97%), Kao Chi-yi (1.20%), and Lo His-ai (1.08%).

Table II Keymembers of Main Corporate Shareholders Listed in Table I
As of 12/31/2016
Table II Keymembers of Main Corporate Shareholders Listed in Table I
As of 12/31/2016
Names of corporate bodies Main shareholders of corporate bodies
Ministry of Economic Affairs Government unit
Northern Region Branch,
National Property
Administration, Ministry of
Finance
Government unit
First Commercial Bank First Financial Holding (100%)
Changhwa Commercial Bank Taishin Financial Holding (22.55%), Ministry of Finance (12.19%), Lungyen Group
(3.92%), First Commercial Bank (2.75%), National Development Fund, Executive Yuan
(2.75%), Cheng Chang Investment Co., Ltd. (1.74%), Yun San Corp. (0.93.%), Dedicated
Investment Account of Emerging Market Fund in the consigned custody of Citibank
Taiwan (0.98%), VanguardEmergingMarketsStockIndexFund(0.98%), Taiwan
Tobacco & Liquor Corporation (0.92%)
Bank of Taiwan
Taiwan Financial Holdings (100%)
Taiwan Business Bank Bank of Taiwan (17.22%), Dedicated Property Trust Account for Mega Holdings’
non-exchange corporate bonds in the consigned custody of Hua Nan Commercial Bank
(12.01%), Lin Chen Hai (2.87%), Chien Ming Investment Co., Ltd. (2.64%), Land Bank
of Taiwan (2.43%), Ministry of Finance (2.21%), Vanguard FTSE Emerging Markets ETF
Account in the consigned custody of Standard Chartered Bank (1.24%), Shih Chun-chin
(1.04%), Dedicated Investment Account of Emerging Market Fund in the consigned
custody of Citibank Taiwan (1.02%), and BES Engineering Corp. (0.996%).
Hua Nan Commercial Bank Hua Nan Financial Holdings (100%)
Central Investment Holding KMT(100%)
Mega Bank Mega Holdings (100%).
Land Bank of Taiwan Ministry of Finance (100%)
Taiwan Cooperative Bank Taiwan Cooperative Holdings (100%)
Prince Housing & Development
Uni-President Enterprises Corp. (10.03%), Tai Po Investment Co., Ltd. (5.16%), Nan Shan
Life Insurance (4.66%), Tainan Spinning Construction (3.65%), Kao Chuan Investment
(2.97%), Wu Tseng Chao-mei (2.40%), Jiou Fu Investment Co., Ltd. (1.73%), Hsin Yung
Hsing Investment Co., Ltd. (1.63%), and Cheng Lung Investment Co., Ltd. (1.59%), San
Shing Spinning Co., Ltd.(1.42%)

~16~

Names of corporate bodies Main shareholders of corporate bodies
President Chain Store Corp Uni-President Enterprises Corp. (45.40%), Matthews International Funds’ Dedicated
Investment Account in the consigned custody of HSBC (2.07%), Dedicated Scotland
Royal FS Pacific Leader Investment Account in the consigned custody of Deutsche Bank
(1.86%), Dedicated Trust Account for President Chain Store Corp.’s employees’ welfare
savings in the consigned custody of CTBC Bank (1.76%),Singapore government’s
dedicated fund account in the consigned custody of Citibank Taiwan (1.51%), Vanguard
FTSE Emerging Markets ETF Account in the consigned custody of Standard Chartered
Bank (1.00%), Saudi Arabian Monetary Agency’s Dedicated Investment Account in the
consigned custody of JPMorgan Chase (0.99%), Labor Insurance Fund (0.90-%),
Columbia Aiken Trust Fund in the consigned custody of JPMorgan (0.88%), and Norges
Bank’s Dedicated Investment Account in the consigned custody of JPMorgan Chase
(0.80%).
Ton Yi Industrial Corp. Uni-President Enterprises Corp. (45.55%), Toyota Tsusho Corp. (5.61%), Maoda
Investment Co., Ltd. (2.85%), Fubon Life (2.72%), Nan Shan Life Insurance (1.83%), JFE
Steel Corp. (1.71%), Kai You Investment Co., Ltd. (1.67%), Kao Chuan Investment
(1.55%), Public Service Pension Fund (1.02%), and Vanguard FTSE Emerging Markets
ETF Account in the consigned custody of Standard Chartered Bank (0.87%).
Tainan Spinning Construction
Corp.
Tainan Spinning Co. (99.99%), Hou Yu-li (0.01%)
NANTEX Industry Co., Ltd. Tainan Spinning Co., Ltd. (21.43%), Jiou Fu Investment Co., Ltd. (4.87%), Ta Chen
Construction & Engineering Corp. (2.71%), Hon Han Enterprise Co., Ltd. (2.18%), Hsin
Ho Hsing Investment Co., Ltd. (2.00%), Cheng Lung Investment Co., Ltd. (1.02%), Hou
Wen-teng (0.94%), Cheng Li-ling (0.57%), Chuang Ming-yao (0.50%) and Hou Wu-ming
(0.23%).
Nanlien International Corp. Uni-President Enterprises Corp.(99.99%), Kai You Investment Co., Ltd. (0.001%)
Hsin Yung Hsing Investment
Co., Ltd.
Hou Po-yi (31.09%), Hou Po-yu (32.09%), Hou Po-ming (31.93%), Hou Cheng Pi-hua
(1.42%)
Hsin Fu Hsing Investment Co.,
Ltd.
Hou Po-yi (23.00%), Hou Po-yu (24.00%), Hou Po-ming (24.00%), Hou Chen Pi-hua
(9.00%), Hou Su Chin-chien (2.00%), and Hsin Yung Hsing Investment Co. , Ltd.
(14.00%)
Fubon Life Fubon Financial Holdings (100%)
Cathay Life Insurance Cathay Financial Holdings (100%)

~17~

As of 4/30/2017

3.2.1.2 Professional qualifications and independence analysis of directors and supervisors

Criteria
Name

Meet One of the Following Professional Qualification Requirements, Together with at Least Five Years
Work Experience

Meet One of the Following Professional Qualification Requirements, Together with at Least Five Years
Work Experience

Meet One of the Following Professional Qualification Requirements, Together with at Least Five Years
Work Experience
Independence Criteria(Note) Independence Criteria(Note) Independence Criteria(Note) Independence Criteria(Note) Independence Criteria(Note) Independence Criteria(Note) Independence Criteria(Note) Independence Criteria(Note) Independence Criteria(Note) Independence Criteria(Note) Number of Other Public
Companies in Which the
Individual is Concurrently
Serving as an Independent
Director
An Instructor or Higher Position in
a Department of Commerce, Law,
Finance, Accounting, or Other
Academic Department Related to
the Business Needs of the
Company in a Public or Private
Junior College, College or
University
A Judge, Public Prosecutor,
Attorney, Certified Public
Accountant, or Other Professional
or Technical Specialist Who has
Passed a National Examination and
been Awarded a Certificate in a
Profession Necessary for the
Business of the Company
Have Work Experience in the
Areas of Commerce, Law, Finance,
or Accounting, or Otherwise
Necessary for the Business of the
Company
1 2 3 4 5 6 7 8 9 10
Uni-President Enterprises Representative:
Kao-Huei Cheng
0
Uni-President Enterprises Representative:
Chih-Hsien Lo
0
Uni-President Enterprises Representative:
Tsung-MingSu
1
Uni-President Enterprises Representative:
Kun-Shun Tsai
0
Uni-President Enterprises Representative:
Tsung-Pin Wu
0
Uni-President Enterprises Representative:
Yung-Fa Chen
0
Kao Chyuan Inv. Co., Ltd. Representative:
Shiow-LingKao
0
President International Development Corp.
Representative:
Chiou-Ru Shih
0
Tainan Spinning Co., Ltd. Representative:
Po-MingHou
0
National Development Fund, Executive Yuan
Representative:
Po-Wu Gean
0
National Development Fund, Executive Yuan
Representative:
Ming-Shi Chang
0
Taiwan Sugar Corporation Representative:
Kuo-his Wang
0
Wei-Cheng Tian 0
Ih-Jen Su 0
Wei-te Ho 0

~18~

  • Note: Please tick the corresponding boxes that apply to the directors or supervisors during the two years prior to being elected or during the term of office.

  • Not an employee of the Company or any of its affiliates.

  • Not a director or supervisor of the Company or any of its affiliates. The Same does not apply, however, in cases where the person is an independent director of the Company, its parent company, or any subsidiary in which the Company holds, directly or indirectly, more than 50% of the voting shares.

  • Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person under others’ names, in an aggregate amount of 1% or more of the total number of outstanding shares of the Company or ranking in the top 10 in holdings.

  • Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any of the persons in the preceding three subparagraphs.

  • Not a director, supervisor, or employee of a corporate shareholder who directly holds 5% or more of the total number of outstanding shares of the Company or who holds shares ranking in the top five holdings.

  • Not a director, supervisor, officer, or shareholder holding 5% or more of the shares, of a specified company or institution which has a financial or business relationship with the Company.

  • Not a professional individual who is an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that provides commercial, legal, financial, accounting services or consultation to the Company or to any affiliate of the Company, or a spouse thereof. These restrictions do not apply to any member of the remuneration committee who exercises powers pursuant to Article 7 of the “Regulations Governing the Establishment and Exercise of Powers of Remuneration Committees of Companies whose Stock is Listed on the TWSE or Traded on the TPEx“.

  • Not having a marital relationship, or a relative within the second degree of kinship to any other director of the Company.

  • Not been a person of any conditions defined in Article 30 of the Company Law.

  • 10.Not a governmental, juridical person or its representative as defined in Article27 of the Company Law.

~19~

3.2.2 Information of Management Team

As of 12/31/2016 Unit Shares %

Title Nationality/
Country of
Origin
Name Gender Date Effective
Shareholding (Note1)

Shareholding (Note1)
Spouse & Minor
Shareholding
Spouse & Minor
Shareholding
Shareholding
by Nominee
Arrangement
Shareholding
by Nominee
Arrangement
ExperienceEducation Other Position Managers who are Spouses
or Within Two Degrees of
Kinship
Managers who are Spouses
or Within Two Degrees of
Kinship
Managers who are Spouses
or Within Two Degrees of
Kinship
Shares Shares Shares Title Name Relation
General Chief
Strategy Officer
R.O.C. Kao-Huei
Cheng
M 105.01.01 1,807,430 0.238% - - - - Education:
Tainan Senior
Commercial High School
Work Experience:
Chairman and President of Tainan Spinning Co.,
Ltd.
Chairman ofTainan Spinning
Retail & Distribution Co., Ltd.,
Prince Housing & Development
Corp., Ming Da Enterprises Co.,
Ltd., Southern Taiwan
University of Science and
Technology., Don-Fung Corp.,
Cheng-Shi Investment Holding
Co., Time Square International
Co., Ltd., Prince Property
Management Consulting Co.,
Prince Corp..Prince Real Estate
Co.,Ltd.
Director ofJoyful Investment
Co., Ltd., Uni-President
Enterprises Corp., Uni-President
Development Corp., President
Fair Development Corp.
Uni-President Assets
Management Co., Ltd.,
President Securities Corp., Keng
TingEnterprises Co.,Ltd.,


-
- -
President &
CEO, Chief
Technology
Officer
R.O.C. Yung-Fa
Chen
M 92.09.01 6,895 0.001% 762 0.000% - - Education:
PhD in Chemistry, Wayne State University of
the U.S.; Master Degree, Graduate Institute of
Chemistry, National Taiwan University;
Tunghai University Department of Chemistry.
Work Experience:
Senior vice president and chief R&D officer of
ScinoPharm’s R&D Center; Adjunct associate
professor at Tunghai University Department of
Chemistry; and Project manager at the Refining
& Manufacturing Research Institute of CPC
Corp., Taiwan.
Director ofSPT International,
Ltd., ScinoPharm Singapore Pte
Ltd., ScinoPharm (Kunshan)
Biochemical Technology Co.,
Ltd., ScinoPharm (Changshu)
Pharmaceuticals, Ltd.,
ScinoPharm Shanghai
Biochemical Technology, Ltd.
General Manager of
ScinoPharm (Kunshan)
Biochemical Technology Co.,
Ltd.
director- Sharon
Lee

spouse
Vice-President
Marketing and
Sales &
Strategic
Officer
R.O.C. Ching-Wen
Lin
F 99.06.01 102,519 0.013% 32,224 0.004% - - Education:
PhD in Chemistry at The Hong Kong
Polytechnic University.
Work Experience:
Researcher, senior marketing manager and
marketing director at ScinoPharm..
ScinoPharm (Changshu)
Pharmaceuticals, Ltd.
Director ,ScinoPharm
Shanghai Biochemical
Technology, Ltd. Director&
CEO
Medical and Pharmaceutical
industry Technology and
Development Center
Supervisors
Chung Hsing Science and
Culture Education Foundation
Director ,
- - -

~20~

Title Nationality/
Country of
Origin
Name Gender Date Effective
Shareholding (Note1)

Shareholding (Note1)
Spouse & Minor
Shareholding
Spouse & Minor
Shareholding
Shareholding
by Nominee
Arrangement
Shareholding
by Nominee
Arrangement
ExperienceEducation Other Position Managers who are Spouses
or Within Two Degrees of
Kinship
Managers who are Spouses
or Within Two Degrees of
Kinship
Managers who are Spouses
or Within Two Degrees of
Kinship
Shares Shares Shares Title Name Relation
General Manage
ScinoPharm
(ChangShu)
Pharmaceuticals
, Ltd.

R.O.C.
Kuo-Hsi
Cheng
M 96.08.23 11,778 0.002% - - - - Education:
Ph.D. in Environmental Health Sciences Johns
Hopkins University School of Public Health
Work Experience:
Vice President of Operations, ScinoPharm
Taiwan, Senior Director of Operations,
ScinoPharm Taiwan, Director of EHS & Plant
Support Services, ScinoPharm Taiwan,
Manager of Environmental Health & Safety,
ScinoPharm Taiwan, Manager of
Environmental and Safety Section, Grand Pacific
Petrochemical Corporation,Kaohsiung,Taiwan
SPT International, Ltd.
DirectorScinoPharm
(Kunshan) Biochemical
Technology Co., Ltd.,
Director, ScinoPharm
(Changshu) Pharmaceuticals,
Ltd., Director & CEO
ScinoPharm Shanghai
Biochemical Technology, Ltd.
Director
- - -
Vice President
Operations

R.O.C.
Chih-Fang
Chen
M 96.08.23 - - - - - - Education:
Master in Chemical Engineering at National
Cheng Kung University
Work Experience:
Director at TASCO and Tuntex; Director at
ScinoPharm’s pilot plant, senior manager at the
firm’s production center, director of production
center and senior director ofproduction center.
NA - - -
Vice President
Administration
R.O.C. Tsung-Jung
Yen
M 103.07.01 - - - - - - Education:
Department of Accounting, Feng Chia
University
Work Experience:
Assistant accounting manager at Uni-president
Enterprises Corp.; financial manager at
Uni-Hanku; financial manager at
Uni-Takashimaya; financial manager at
Uni-President HongKongHoldings Ltd.
NA - - -
Vice President
of Injectable
Business
Division
R.O.C. Li-Chiao
Chang
(Note 2)
F 96.11.19 8 0.000% - - - - Education: PhD in Chemistry, National
Taiwan University
Work Experience:
Senior researcher,
quality control director, senior analysis and
research manager, senior director of
pharmaceutical preparation & peptide
products development at ScinoPharm.
NA - - -
Senior Director
Research and
Development
R.O.C. Yu-Fen Hung F 99.09.15 103,072 0.014% - - - - Education;PhD in Chemistry, Stanford
University, USA
Work Experience
Research Scientist, Roche Palo
Alto. Chief Researcher, Manager, Senior
Manager, Director, ScinoPharm Taiwan
NA - - -

~21~

Title Nationality/
Country of
Origin
Name Gender Date Effective
Shareholding (Note1)

Shareholding (Note1)
Spouse & Minor
Shareholding
Spouse & Minor
Shareholding
Shareholding
by Nominee
Arrangement
Shareholding
by Nominee
Arrangement
ExperienceEducation Other Position Managers who are Spouses
or Within Two Degrees of
Kinship
Managers who are Spouses
or Within Two Degrees of
Kinship
Managers who are Spouses
or Within Two Degrees of
Kinship
Shares Shares Shares Title Name Relation
Senior Director
Plant Support
Services
R.O.C. Chin-Lin Liu M 96.11.01 - - - - - - Education:
Master in Chemical Engineering at National
Tsing Hua University
Work Experience:
Deputy plant chief at Tuntex Petrochemicals
Inc.; senior director of ScinoPharm’s production
procedure technology department.
ScinoPharm (Changshu)
Pharmaceuticals, Ltd.
Supervisors
- - -
Director
Finance
R.O.C. Chih-Hui
Lin
F 99.06.01 - - - - - - Education:
Executive Master of Business Administration
of National Cheng Kung University
Work Experience:
Manager of international finance and
accounting at Airmate (Cayman) International;
accounting manager, senior accounting
manager at ScinoPharm.
ScinoPharm Singapore Pte
Ltd. Director
SPT International, Ltd
Director
ScinoPharm (Kunshan)
Biochemical Technology Co.,
Ltd. Supervisors
ScinoPharm (Changshu)
Pharmaceuticals, Ltd.,
Supervisors
ScinoPharm Shanghai
Biochemical Technology, Ltd
Supervisors
- - -
Director
Purchasing &
IT
R.O.C. Chao-An
Chou
M 99.07.16 6,419 0.001% - - - - Education:
Department of Economics, Chinese
Culture University
Work Experience:
Specialist, Teco Electric &
Machinery Co.,; vice president, Wang
Laboratories Inc.; central information manager,
Hon Hai Precision Industry Co.,’ vice
president, Ole Technology Ltd.; and production
material control & information technology
department director at ScinoPharm.
NA - - -
Director
Human
Resources &
Administration
R.O.C. Jessie Wang F 98.09.01 132 0.000% - - - - Education:
Master in Electronic
Communication, Michigan State University
Work Experience:
Management specialist at
ITRI’s Center for Measurement Standards;
deputy manager at New Century InfoComm
Tech Co.; ScinoPharm’s public relations
manager.
NA - - -

~22~

Title Nationality/
Country of
Origin
Name Gender Date Effective
Shareholding (Note1)

Shareholding (Note1)
Spouse & Minor
Shareholding
Spouse & Minor
Shareholding
Shareholding
by Nominee
Arrangement
Shareholding
by Nominee
Arrangement
ExperienceEducation Other Position Managers who are Spouses
or Within Two Degrees of
Kinship
Managers who are Spouses
or Within Two Degrees of
Kinship
Managers who are Spouses
or Within Two Degrees of
Kinship
Shares Shares Shares Title Name Relation
Senior Director
of DPT
R.O.C. Lung Huang
Kuo
(Note 3)
M 99.09.15 - - - - - - Education: PhD in Chemistry, University of
Pittsburgh
Work Experience:
Postdoctoral research in
chemistry, Ohio State University; director of
Synthesis Research Institute at Sinon Corp.;
manager of Synthesis Department , Standard
Chem. & Pharm. Co.; senior production
procedure research manager at ScinoPharm.
NA - - -
Director of
Custom
Synthesis
R.O.C. Ling-Hsiao
Lien
(Note 4)
M 100.01.03 - - - - - - Education:
Bachelor & Master in Chemical
Engineering, National Cheng Kung University
Work Experience:
Researcher, Kao (Taiwan)
Corp.; quality assurance engineer at ASE
Group; researcher, production procedure
research manager, and senior manager, and
production procedure technology senior
manager at ScinoPharm.
NA - - -
Director
Regulatory
Technical
Service
R.O.C. Luh-Chian
Chang
F 101.05.01 - - - - - - Education:
PhD in pharmacy, University of IOWA
Work Experience:
researcher at GeneLab and
Scios Inc. of the U.S.; chief analyst and
researcher, senior quality assurance specialist,
manager & senior manager of pharmaceutical
regulations at ScinoPharm.
NA - - -
Director
Injectable Plant
R.O.C. Nan-Sheng
Chan
M 101.11.07 85,766 0.011% - - - - Education: PhD in Chemical Engineering,
Texas A&M University
Work Experience:
Researcher, ITRI’s Materials
& Chemical Research Laboratories; chief
researcher, Standard Chem.& Pharm. Co.;
chemical engineer, Jurox Pty Ltd. of Australia;
marketing research manager and senior
manager, product and market research
department director, ScinoPharm.
NA - - -

~23~

Title Nationality/
Country of
Origin
Name Gender Date Effective
Shareholding (Note1)

Shareholding (Note1)
Spouse & Minor
Shareholding
Spouse & Minor
Shareholding
Shareholding
by Nominee
Arrangement
Shareholding
by Nominee
Arrangement
ExperienceEducation Other Position Managers who are Spouses
or Within Two Degrees of
Kinship
Managers who are Spouses
or Within Two Degrees of
Kinship
Managers who are Spouses
or Within Two Degrees of
Kinship
Shares Shares Shares Title Name Relation
Director
Production &
Material
Management
R.O.C. Sharon Lee F 104.08.04 762 0.000% 6,895 0.001% - - Education:
Department of Chemistry, National
Taiwan University; Master in chemistry,
Kansas State University; PhD in Chemistry ,
Wayne State University.
Work Experience:
Assistant director of laboratories, Diversified
Chemical Technologies of the U.S.; planning
section chief at Refining & Manufacturing
Research Institute, CPC Corp., Taiwan;
production and product planning manager,
senior production control manager, senior
manager of production and production
materials control at ScinoPharm.
NA President
& CEO,
Chief
Technolo
gy
Officer
Yung-
Fa
Chen
spouse
Director
New Drug
Development
U.S.A. Erick Co
(Note 5)
M 104.2.01 - - - - - - Education:
PhD in Organic Chemistry, UCLA;
Department of Chemistry, California Institute
of Technology
Work Experience:
Senior Scientist, Exelixis Inc.,Senior
Scientist, Takeda San Diego Inc.,Project
Manager/Chief Scientist, Nitto Denko
Technical Corporationmanager at
ScinoPharm’s New Pharmaceuticals
Development Department.
NA - - -
Director
Audit Office
R.O.C. Shun Yang
Lin
M 104.08.03 - - - - - - Education:
Department of In; international Trade,
Tunghai University; Master in accounting and
information technology, National Chung Cheng
University.
Work Experience:
ScinoPharm’s accounting manager, financial
planning manager; deputy director of financial
and accounting department, Chi Lin
Optoelectronics Co.; chief financial and
accounting administrator at RiPAL Optotronics,
a subsidiary of Compal Group; chief financial
officer at Hsin Kai Luo Precision Machinery
Co.
NA - - -

~24~

Title Nationality/
Country of
Origin
Name Gender Date Effective
Shareholding (Note1)

Shareholding (Note1)
Spouse & Minor
Shareholding
Spouse & Minor
Shareholding
Shareholding
by Nominee
Arrangement
Shareholding
by Nominee
Arrangement
ExperienceEducation Other Position Managers who are Spouses
or Within Two Degrees of
Kinship
Managers who are Spouses
or Within Two Degrees of
Kinship
Managers who are Spouses
or Within Two Degrees of
Kinship
Shares Shares Shares Title Name Relation
Senior Manager
Legal Affairs
R.O.C. Hui-Ching
Chou
(Note 6)
F 100.03.23 83 0.000% - - - - Education
National Chengchi University,
College of Law (LL.M.); Peking University
Law School (Ph.D.)
Work Experience:
Lee and Li, Attorneys-at-Law,
Senior Associate; Lee and Li - Leaven IPR
Agency Ltd. in Beijing, Deputy Manager
NA - - -

(Note 1): Holding Shares and holding percentage as of April 29[th] 2017.

(Note2): The Director was promoted as a Vice President of Injectable Business Division on 1/1/2017

(Note 3): The director was re-assigned on. 2/15/ 2017 to serve as a Senior Director of DPT

(Note 4): The Director was re-assigned on. 2/15/ 2017 to serve as a Director of Custom Synthesis

(Note 5): The Director was discharged on 3/1/2017 (Note 6): The Director was discharged on 3/4/2017

~25~

3.3 Remuneration paid to Company directors, supervisors, president, and senior vice presidents over the past year

3.3.1 Remuneration paid to each individual director

December 31, 2016 / Unit: NT$ thousands

Title Name Total Director Remuneration Total Director Remuneration Total Director Remuneration Total Director Remuneration Summation of
ABCand
D as a
% of After- Tax
Income
Summation of
ABCand
D as a
% of After- Tax
Income
Compensation to Directors Also 5ervingas CompanyEmployees Compensation to Directors Also 5ervingas CompanyEmployees Compensation to Directors Also 5ervingas CompanyEmployees Compensation to Directors Also 5ervingas CompanyEmployees Compensation to Directors Also 5ervingas CompanyEmployees Compensation to Directors Also 5ervingas CompanyEmployees Compensation to Directors Also 5ervingas CompanyEmployees Compensation to Directors Also 5ervingas CompanyEmployees Summation
of ABC
DEF and G
as a % of
After-Tax
Income
Summation
of ABC
DEF and G
as a % of
After-Tax
Income
Compensation
~~f~~rom Affiliates
Other
Than
Subsidiaries
Remuneration
(A)
Pensions (B) Director
Remuneration
(C)
Business
Expenses (D)
Salary,
Bonuses, and
special
Allowance (E)
Pensions (F) Employee Compensation (G)
SPT All consolidated
companies
SPT All consolidated
companies
SPT All consolidated
companies
SPT All consolidated
companies
SPT All consolidated
companies
SPT All consolidated
companies
SPT All consolidated
companies
SPT All consolidated
companies
SPT All consolidated
companies
Cash Bonuses 5tock
Bonuses
Cash Bonuses 5tock
Bonuses
Director Uni-President Enterprises Corp. 7,535 7,535 1,050 1,050 11,734 11,734 10,230 10,230 4.64% 4.64% 9,590 10,230 400 400 4,900 - 4,900 - 6.90% 7.00% None
Chairman Uni-President Enterprises Corp.
RepresentativeKao-HueiCheng
Director Uni-President Enterprises Corp.
RepresentativeChih-Hsien Lo
Director Uni-President Enterprises Corp.
RepresentativeTsung-Ming Su
Director Uni-President Enterprises Corp.
RepresentativeKun-Shun Tsai
Director Uni-President Enterprises Corp.
RepresentativeTsing-PinWu
Director Uni-President Enterprises Corp.
RepresentativeYung-Fa Chen
Director Tainan Spinning Co., Ltd.
RepresentativeChien-Li Yin
Director Tainan Spinning Co., Ltd.
RepresentativePo-MingHou
Director President International
Development Corp.
RepresentativeChiou-Ru Shih
Director National Development Fund,
Executive Yuan
RepresentativePo-Wu Gean
Director National Development Fund,
Executive Yuan
RepresentativeMing-ShiChang
Director Kao Chyuan Investment Co.,Ltd
Director Kao Chyuan Investment Co., Ltd
RepresentativeShiow-LingKao
Director Taiwan Sugar Corporation
Director Ih-Jen Su
Director Wei-Te Ho
Director Wei-Cheng Tian

~26~

Range of remuneration for directors

Range of remuneration for directors Range of remuneration for directors Range of remuneration for directors Range of remuneration for directors
Range of Remuneration Name of Directors
Total of (A+B+C+D) Total of (A+B+C+D+E+F+G)
The company Companies in the consolidated financial
statements

The company
Companies in the consolidated financial
statements
Under NT$ 2,000,000 Uni-President Enterprises Corp.
Representative: Kao-Huei Cheng
Uni-President Enterprises Corp.
Representative:Chih-Hsien Lo
Uni-President Enterprises Corp.
Representative:Tsung-Ming Su
Uni-President Enterprises Corp.
Representative:Kun-Shun Tsai
Uni-President Enterprises Corp.
Representative:Tsung-Pin Wu
Uni-President Enterprises Corp.
Representative:Yung-Fa Chen
Tainan Spinning Co., Ltd.Representative:
Chien-Li YinTainan Spinning Co., Ltd.
Representative:Po-Ming HouPresident
International Development Corp.
Representative:Chiou-Ru ShihKao Chyuan
Inv. Co.,Ltd.Kao Chyuan Inv. Co., Ltd.
Representative:Shiow-Ling KaoNational
Development Fund, Executive Yuan
Representative:Po-Wu GeanNational
Development Fund, Executive Yuan
Representative: Ming-Shi ChangTaiwan
Sugar CorporationIh-Jen SuWei-Cheng
TianWei-te Ho


Uni-President Enterprises Corp.
Representative: Kao-Huei Cheng
Uni-President Enterprises Corp.
Representative:Chih-Hsien Lo
Uni-President Enterprises Corp.
Representative:Tsung-Ming Su
Uni-President Enterprises Corp.
Representative:Kun-Shun Tsai
Uni-President Enterprises Corp.
Representative:Tsung-Pin Wu
Uni-President Enterprises Corp.
Representative:Yung-Fa Chen
Tainan Spinning Co., Ltd.Representative:
Chien-Li YinTainan Spinning Co., Ltd.
Representative:Po-Ming HouPresident
International Development Corp.
Representative:Chiou-Ru ShihKao Chyuan
Inv. Co.,Ltd.Kao Chyuan Inv. Co., Ltd.
Representative:Shiow-Ling KaoNational
Development Fund, Executive Yuan
Representative:Po-Wu GeanNational
Development Fund, Executive Yuan
Representative: Ming-Shi ChangTaiwan
Sugar CorporationIh-Jen SuWei-Cheng
TianWei-te Ho


Uni-President Enterprises Corp.
Representative:Chih-Hsien Lo
Uni-President Enterprises Corp.
Representative:Tsung-Ming Su
Uni-President Enterprises Corp.
Representative:Kun-Shun Tsai
Uni-President Enterprises Corp.
Representative:Tsung-Pin Wu
Tainan Spinning Co., Ltd.Representative:
Chien-Li YinTainan Spinning Co., Ltd.
Representative:Po-Ming HouPresident
International Development Corp.
Representative:Chiou-Ru ShihKao Chyuan
Inv. Co.,Ltd.Kao Chyuan Inv. Co., Ltd.
Representative:Shiow-Ling KaoNational
Development Fund, Executive Yuan
Representative:Po-Wu GeanNational
Development Fund, Executive Yuan
Representative: Ming-Shi ChangTaiwan
Sugar CorporationIh-Jen SuWei-Cheng
TianWei-te Ho


Uni-President Enterprises Corp.
Representative:Chih-Hsien Lo
Uni-President Enterprises Corp.
Representative:Tsung-Ming Su
Uni-President Enterprises Corp.
Representative:Kun-Shun Tsai
Uni-President Enterprises Corp.
Representative:Tsung-Pin Wu
Tainan Spinning Co., Ltd.Representative:
Chien-Li YinTainan Spinning Co., Ltd.
Representative:Po-Ming HouPresident
International Development Corp.
Representative:Chiou-Ru ShihKao Chyuan
Inv. Co.,Ltd.Kao Chyuan Inv. Co., Ltd.
Representative:Shiow-Ling KaoNational
Development Fund, Executive Yuan
Representative:Po-Wu GeanNational
Development Fund, Executive Yuan
Representative: Ming-Shi ChangTaiwan
Sugar CorporationIh-Jen SuWei-Cheng
TianWei-te Ho
NT$2,000,001 ~ NT$5,000,000 0 0 0 0
NT$5,000,001 ~ NT$10,000,000 Uni-President Enterprises Corp. Uni-President Enterprises Corp. Uni-President Enterprises Corp.
Representative: :Kao-Huei Cheng
Uni-President Enterprises Corp.
Uni-President Enterprises Corp.
Representative: :Kao-Huei Cheng
Uni-President Enterprises Corp.
NT$10,000,001 ~ NT$15,000,000 0 0 Uni-President Enterprises Corp
Representative:Yung-Fa Chen
Uni-President Enterprises Corp
Representative:Yung-Fa Chen
NT$15,000,001 ~ NT$30,000,000 0 0 0 0
NT$30,000,001~ NT$50,000,000 0 0 0 0
NT$50,000,001 ~ NT$100,000,000 0 0 0 0
Over NT$100,000,000 0 0 0 0
Total 18 18 18 18

~27~

3.3.2 Remuneration of supervisors: The company set up an audit committee at the shareholders’ meeting in 2012 to assume the functions of supervisors.

3.3.3 President and senior vice president remuneration

December 31, 2016 / Unit: NT$ thousand dollars

Title Name Salary(A) Salary(A) Severance Pay (B)
(Note 1)
Severance Pay (B)
(Note 1)
Bonuses and Allowances
(C)
Bonuses and Allowances
(C)
Profit Sharing- Employee Bonus (D)
(Note 2)
Profit Sharing- Employee Bonus (D)
(Note 2)
Profit Sharing- Employee Bonus (D)
(Note 2)
Profit Sharing- Employee Bonus (D)
(Note 2)
Ratio of total compensation
(A+B+C+D) to net income
(%)
Ratio of total compensation
(A+B+C+D) to net income
(%)
Compensation paid to
the President and Vice
President from an
Invested Company
Other Than the
Company’s
Subsidiary
The
company
Companies in
the
consolidated
financial
statements
The
company
Companies in
the
consolidated
financial
statements

The
company
Companies in
the
consolidated
financial
statements

The company
Companies in the
consolidated
financial
statements
The
company
Companies in
the consolidated
financial
statements
Cash Stock Cash Stock
General Chief
StrategyOfficer
Kao-Huei Cheng 17,025 19,250 917 917 5,777 6,488 8,250 8,250 4.85% 5.30% None
President Yung -Fa Chen
Vice President Kuo Hsi Cheng
Vice President Ching-Wen Lin
Vice President Patricia Chou
(Note 3)
Vice President Chih Fang Chen
Vice President Tsung-JungYen

Range of remuneration for president and senior vice presidents

Range of remuneration for president and senior vice presidents
Range of Remuneration Name of President and Vice President
The company Companies in the consolidated
financial statements
Under NT$ 2,000,000 Tsung-JungYenPatricia Chou Tsung-JungYenPatricia Chou
NT$2,000,001 ~ NT$5,000,000 Kao-Huei Cheng Chih FangChen Kao-Huei Cheng Chih FangChen
NT$5,000,001 ~ NT$10,000,000 Ching-Wen LinKuo Hsi Cheng Ching-Wen LinKuo Hsi Cheng
NT$10,000,001 ~ NT$15,000,000 Yung-Fa Chen Yung-Fa Chen
NT$15,000,001 ~ NT$30,000,000 0 0
NT$30,000,001 ~ NT$50,000,000 0 0
NT$50,000,001 ~ NT$100,000,000 0 0
Over NT$100,000,000 0 0
Total 7 7

~28~

3.3.4. Distribution of bonuses to Company management during

December 31[st] 2016;Unit: NT$ thousands

Title Name Employee
Bonus
- in Stock
(Fair Market
Value)
Employee
Bonus
- in Cash
Total Ratio of Total
Amount to Net
Income (%)
(%)
Executive Officers President & CEO, Chief
Technology Officer
Yung-Fa Chen 14,324 14,324 2.17%
Vice President
Operations
Chih-Fang Chen
Vice-President
Marketing and Sales &
Strategic Officer
Ching-Wen Lin
General Manage
ScinoPharm (ChangShu)
Pharmaceuticals,Ltd.
Kuo-Hsi Cheng
Head
Injectable Business
Li-Chiao Chang
Senior Director
Research and Development
Yu-Fen Hung
Senior Director
Plant Support Services
Chin-Lin Liu
senior director at the R&D
center of ScinoPharm
(Changshu)
Pharmaceuticals,Ltd.
Lung Huang Kuo
Director
Finance
Chih-Hui Lin
Director
Purchasing & IT
Chao-An Chou
Director
Process Technology
Ling-Hsiao Lien
Director
Injectable Plant
Nan-Sheng Chan
Director
Regulatory Technical
Service
Luh-Chian Chang
Director
Human Resources &
Administration
Jessie Wang
Director
Audit Office
Shun Yang Lin
Director
Production & Material
Management
Sharon Lee

~29~

3.3.5 Comparison of Remuneration for Directors, Supervisors, Presidents and Vice Presidents in the Most Recent Two Fiscal Years and Remuneration Policy for Directors, Supervisors, Presidents and Vice Presidents

  • A. The ratio of total remuneration paid by the Company and by all companies included in the consolidated financial statements for the two most recent fiscal years to directors, supervisors, presidents and vice presidents of the Company, to the net income.
The company The company Companies in the consolidated
financial statements
Companies in the consolidated
financial statements
Ratio of total remuneration paid
to directors, supervisors,
presidents and vice presidents to
net income(%)
Ratio of total remuneration
paid to directors, supervisors,
presidents and vice presidents
to net income(%)
2015 2016 2015 2016
Total remuneration paid
to directors,
5.44 4.64 5.44 4.64
Total remuneration paid
to Supervisors
- - - -
Total remuneration paid
to presidents and vice
presidents
4.42 4.85 5.27 5.30
  • (a) Remunerations of directors and supervisors include reward, transportation allowance, income from professional practice, and earnings distribution.

  • (b) Remunerations of president and vice presidents are figured out in accordance with the company’s “Personnel Rules and Regulations” and their bonuses will be adjusted based on the company’s annual business performance.

  • B. Remuneration policy, standards and packages, procedures for determining remuneration and the correlation with operating performance and future risk exposure:

  • (a) Remunerations of directors and supervisors include reward, transportation allowance, income from professional practice, and earnings distribution. The rewards of directors and supervisors will be determined by the board of directors, based on authorization by the company as set in company rules and regulations, after weighing the degree of their participation in the company’s business operations, the value of their contributions and the rewards of their counterparts of the company’s peers. The distribution of earnings to directors and supervisors, totally in accordance with company rules and regulations, will be carried out after being deliberated by board of directors and ratified by the shareholders’ meeting.

  • (b) Remunerations of president and vice presidents include regular pay and employee bonus. The regular pay will be determined after their contributions to the company and the average pay level of the company’s peers are taken into consideration. The allocation criteria for employee bonus will be based on company rules and regulation and the allocation will be done after being deliberated by the board of directors and ratified by the shareholders’ meeting.

  • (c) Related remunerations are to be determined in accordance with contributions to the company and the remuneration levels of the company’s peers, and the remuneration figures will be revealed in accordance with related rules and regulations of the law.

~30~

3.4 Implementation of Corporate Governance

3.4.1 Board of Directors

Total of 6 meetings of the Board of Directors were held in the previous period. The attendance of directors were as follows:

Title Name Attendance
in Person
By
Proxy
Attendance
Rate(%)
Remarks
Chairman Uni-President Enterprises
Corp Representative
Kao-Huei Cheng
6 0 100% None
Director Uni-President Enterprises
Corp Representative
Chih-Hsien Lo
5 1 83% None
Director Uni-President Enterprises
Corp Representative
Tsung-MingSu
5 1 83% None
Director Uni-President Enterprises
Corp Representative
Kun-Shun Tsai
6 0 100% None
Director Uni-President Enterprises
Corp Representative
Tsung-Pin Wu
6 0 100% None
Director Uni-President Enterprises
Corp Representative
Yung-Fa Chen
6 0 100% None
Director President International
Development Corp.
Representative:
Chiou-Ru Shih
5 1 83% None
Director Kao Chyuan Inv. Co., Ltd.
Representative:
Shiow-LingKao
3 3 50% None
Director Tainan Spinning Co., Ltd.
Representative:
Chien-Li Yin
5 0 100% Old term;
Dismissed on November
10th2016
Attending five meetings of
the board of directors from
January 1ST2016 to
November 10th2016
Director Tainan Spinning Co., Ltd.
Representative:
Po-Ming Hou
0 1 0% New term;
Newly assigned on
November 10th2016.
Attending one meetings of
the board of Directors from
November 10th2016 to
December 31st2016
Director National Development Fund,
Executive Yuan
Representative:
Po-Wu Gean
5 1 83% None
Director National Development Fund,
Executive Yuan
Representative:
Ming-Shi Chang
5 1 83% None
Director Taiwan Sugar Corporation
Representative:
Chin-Jung Yang
0 0 Old term;
Dismissed on January 11th,
2016.
Didn’t attend any of the

~31~

board of directors meeting
from January 1st2016 to
December 31st2016
Director Taiwan Sugar Corporation
Representative:
Kuo-His Wang
6 0 100% New term;
Newly assigned on
November 10th2016.
Attending six meetings of
the board of Directors from
November 10th2016 to
December 31st2016
Independent
Director
Wei-Cheng Tian 6 0 100% None
Independent
Director
Ih-Jen Su 5 1 83% None
Independent
Director
Wei-Te Ho 6 0 100% None
Other issues to be noted:
1. In the event of either of the following situations, dates, sessions, contents of resolutions of the Board Meetings,
opinions from all independent directors, and Company responses to their opinions should be noted:
(1) Issues specified in Article 14-3 of the Securities and Exchange Act: The company had set up the Audit
Committee, Please refer to page 33" Operations of the Audit Committee " for more information regarding to
Article 14-5 of the Securities and Exchange Act.
ScinoPharm held 7 board meetings over the past fiscal year and did not have any matters listed in Article 14-3
of the Securities and Exchange Act or other matters not passed by independent directors. Please refer to page
77~79.
(2) Other issues opposed by independent directors or about which said directors have reservations should be
recorded in writing in the meeting minutes of the Board: None.
2. If there are directors’ avoidance of motions in conflict of interest, the directors’ names, contents of motion, causes
for avoidance and voting should be specified:
The company has established a set of “Regulations Governing Procedure for Board of Directors Meetings,” and
Article 14 of the regulations stipulates that directors can present opinions and answer questions when the
meeting’s subjects are related to their own interests or the interests of the corporate bodies they represent and are
likely to undermine the interests of the company, but they are prohibited from joining discussions or voting
operation. They should absent themselves from discussion and vote, and cannot vote on behalf of other directors.
3. Measures taken to strengthen the functionality of the board: The Board of Directors has established an
Audit Committee and a Remuneration Committee to assist the board in carrying out its various duties.
(1)The decision to set the regulations governing the organization of an audit committee was made at the 23rd
meeting of the sixth-term board of directors, held on April 26, 2012.
(2)The 2012 shareholders’ meeting, held on June 13 that year, passed the resolution to set up an audit committee
to replace the supervisors system.
(3)The 2012 shareholders’ meeting, held on June 13 that year, passed the resolution to set up an audit committee
to replace the supervisors system.
(4)The fourth meeting of the seventh-term board of directors, held on December 14, 2012, passed a proposal to
revise the company’s “Regulations Governing Procedure for Board of Directors Meetings” to intensify the
procedure of resolution concerning major donations and prevent other participants in the meetings from
affecting discussions and votes by directors, so as to better reveal the avoidance of conflicts of interests by
directors. The proposal was initiated totally in accordance with the No. 1010034136 decree issued by
Financial Supervisory Commission on August 22, 2012 to highlight revisions to the “Regulations Governing
Procedure for Board of Directors Meetings of Public Companies.” The proposal was forwarded to the 2013
shareholders’ meeting for final resolution.
(5)Starting from the second half of 2012, the company moved to redesign its website to enhance relations with
investors and boost information transparency.
(6)The 18thmeeting of the seventh-term board of directors approved the “Regulations Governing the Criteria
for Screening Nominations & Operation Procedures” and the “Regulations Governing the Criteria for
Screening Proposals & Operation Procedures,” aiming to safeguard the interests of minor shareholders in
nominating director candidates and raising proposals and boost the company’s information transparency to
upgrade its corporate governance.

~32~

3.4.2 Operations of the Audit Committee:

As of publication of the Annual Report, there had been a total of 8 meetings of the Audit Committee over the past fiscal year.

Independent director attendance is detailed below:

Title Name Attendance in
Person
By Proxy Attendance
Rate(%)
Remarks
Independent
director
Wei-Cheng Tian 8 0 100% N/A
Independent
director
Ih-Jen Su 7 1 88% N/A
Independent
director
Wei-te Ho 8 0 100% N/A
Other mentionable items:
1. In the event of either of the following situations, dates, sessions, contents of resolutions of the
Board Meetings, opinions from all independent directors, and Company responses to their
opinions should be noted:
(1)Article 14-5 of the Securities and Exchange Act listed items:
There had been a total of 9 meetings of the Audit Committee as of 2016 and up to the publish
date of the annual report, The meeting resolutions are listed in Note 1. The Article 14-5 of the
Securities and Exchange Act listed items: are all approved by Audit Committee.
(2)Other matters not passed by the Audit Committee, which were then agreed upon by two-thirds
of the entire membership of the Board of Directors: None.
2. If there are independent directors’ avoidance of motions in conflict of interest, the directors’
names, contents of motion, causes for avoidance and voting should be specified: None
3. Communications between the independent directors, the Company's chief internal auditor and
CPAs (e.g. the items, methods and results of audits of corporate finance or operations, etc.)
(1)The internal auditors have communicated the result of the audit reports to the members of the
Audit Committee periodically, and have presented the findings of all audit reports in the
quarterly meetings of the Audit Committee. Should the urgency of the matter require it, the
Company's chief internal auditor will inform the members of the Audit Committee outside of
the regular reporting. The communication channel between the Audit Committee and the
internal auditor has been functioning well in 2016..
(2)The Company’s CPAs have presented the findings or the comments for the quarterly
corporate financial reports, as well as those matters communication of which is required by
law, in the regular quarterly meetings of the Audit Committee. Under applicable laws and
regulations, the CPAs are required to communicate to the Audit Committee any material
matters that they have discovered. The communication channel between the Audit Committee
and the CPAs has been functioning well in 2016..
(3)The communication among the independent directors, internal auditors and CPAs are listed in
Notes 2 and Note 3.

~33~

Note 1. Major resolutions or opinion during the Auditing Meetings

Note 1. Major resolutions or opinion during the Auditing Meetings
Board of Directors Contents of Resolutions and follow-up Circumstances
listed in Article
14-5 of the
Securities and
Exchange Act
Circumstances not
approved by the
Audit Committee
but were
approved by two
thirds or more of
all directors
(1) The sixth
meeting of the
Eighth Session
of Board of
Directors
(March 25, 2016)
a. The company’s Remuneration distribution plans for directors
for fiscal 2015.and employees and vicepresident and above.
none
b. The company’s Parent and Consolidated financial reports for
fiscal 2015.
none
c. The company‘s “Statement for Internal Control Systems” for
fiscal 2015
none
d. The Company’s evaluation results regarding the
independence and suitability of the CPAs and the
appointment of chartered certified accountant and
remunerationpackage.
none
e. The company cooperates with the internal reorganization of
accountingfirm to replace CPA.
none
Audit Committee resolution (March 9, 2016):
approval has been obtained from all Audit Committee members
Company's response to the Audit Committee's opinion:
Approval has been obtained from all attended Board members. .
f. The replacement of the Company's financial officer. Director
Finance, Chih-Hui-Lin is deputy Financial officer and act as
Accounting officer concurrently, also act as Deputy
Spokesperson.
none。
Audit Committee resolution (March 25, 2016):
approval has been obtained from all Audit Committee members
Company's response to the Audit Committee's opinion:
Approval has been obtained from all attended Board members. .
a. The company’s business report, parent and consolidated
financial reports for fiscal 2015.
none
b. The company’s income distributionplan for fiscal 2015 none
c. The company increases capital through issuance of
29,243,315 new share using retained earnings of previous
years, and to distribute 40 new shares free of charge to
shareholders for every1,000 shares.
none
Audit Committee resolution (March 25, 2016):
approval has been obtained from all Audit Committee members
Company's response to the Audit Committee's opinion:
Approval has been obtained from all attended Board members. .
(2) The seventh
meeting of the
Eighth Session
of Board of
Directors
(May 9,2016)
a. The company’s consolidated financial statement and
Auditor’s report for the firstquarter 0f 2016
none
Audit Committee resolution (April 29, 2016):
approval has been obtained from all Audit Committee members
Company's response to the Audit Committee's opinion:
Approval has been obtained from all attended Board members. .
(3) The eighth
meeting of the
Eighth Session
of Board of
Directors
(June 27, 2016)
a. The company’s evaluation results regarding the independence
and suitabilityof the CPAs
none
b. The company cooperates with the internal reorganization of
accountingfirm to replace CPA.
none
Audit Committee resolution (June 27, 2016):
approval has been obtained from all Audit Committee members
Company's response to the Audit Committee's opinion:
Approval has been obtained from all attended Board members. .

~34~

Board of Directors Contents of Resolutions and follow-up Circumstances
listed in Article
14-5 of the
Securities and
Exchange Act
Circumstances not
approved by the
Audit Committee
but were approved
by two thirds or
more of all
directors
(4) The Ninth
meeting of the
Eighth Session
of Board of
Director
(August 4, 2016)
a. The company’s consolidated financial statement for the
secondquarter of 2016
none
b. The revision of the company "policy of ScinoPharm Group
on endorsement,guarantee, loaning, and screening".
none
Company's response to the Audit Committee's opinion(August 3, 2016):
Approval has been obtained from all attended Board members. .
Company's response to the Audit Committee's opinion:
Approval has been obtained from all attended Board members. .
(5) The tenth
meeting of the
Eighth Session
of Board of
Directors
(November 8, 2016)
a. The company’s consolidated financial statement and
Auditor’s report for the thirdquarter 0f 2016
none
b. The revision of the company “Corporate Governance Best
Practice Principles”.
none
Company's response to the Audit Committee's opinion(November 4, 2016):
Approval has been obtained from all attended Board members. .
Company's response to the Audit Committee's opinion:
Approval has been obtained from all attended Board members. .
(6) The eleventh
meeting of the
Eighth Session
of Board of
Directors
(December 20, 2016)
a. The CPA’s annual Audit plan and communicate report with
company’sgovernance unit
none
b. ScinoPharm auditplanningfor 2017. none
c. Proposed the revision of the company’s “Corporate Social ResponsibilityBest Practice Principles”.

Company's response to the Audit Committee's opinion(December 9, 2016):
Approval has been obtained from all attended Board members.
Company's response to the Audit Committee's opinion:
Approval has been obtained from all attended Board members. .
(7) The twelfth
meeting of the
Eighth Session
of Board of
Directors
(March 28, 2017)
a. The company’s Remuneration distribution plans for directors
for fiscal 2016.and employees and vicepresident and above.
none
b. The company’s business report, parent and consolidated
financial reports for fiscal 2016.
none
c. The company’s income distribution plan for fiscal 2016. none
d. The company increases capital through issuance of
30,413,047 new share using retained earnings of previous
years, and to distribute 40 new shares free of charge to
shareholders for every 1,000 shares.。
none
e. The company‘s “Statement for Internal Control Systems” for
fiscal 2016
none
f. The Company’s evaluation results regarding the independence
and suitability of the CPAs and the appointment of chartered
certified accountant and remunerationpackage.
none
g. The company cooperates with the internal reorganization of
accountingfirm to replace CPA.
none
h.therevisionof the company “Processing Procedures for
Acquisition and Disposal of Assets”.
none
Company's response to the Audit Committee's opinion(March 17, 2017):
Approval has been obtained from all attended Board members.
Company's response to the Audit Committee's opinion:
Approval has been obtained from all attended Board members. .

~35~

Note 2: The communications key points between the independent directors and the internal auditors

Date Communication Key Points
03/09/2016 Audit Committee
03/25/2016 Board of Directors
1. Reviewing the Internal Auditor's report for the fourth quarter of 2015.
2. Reviewing and approving 2015 Statement of Internal Control System.
04/29/2016 Audit Committee
05/09/2016 Board of Directors
Reviewing the Internal Auditor's report for the fourth quarter of 2016.
08/03/2016 Audit Committee
08/04 2016 Board of Directors
Reviewing the Internal Auditor's report for the fourth quarter of 2016.
11/04/2016 Audit Committee
11/08/2016 Board of Directors
Reviewing the Internal Auditor's report for the fourth quarter of 2016.
12/09/2016 Audit Committee
12/20/2016 Board of Directors
2017 Audit planning
03/17/2017 Audit Committee
03/28/2017 Board of Directors
1. Reviewing the Internal Auditor's report for the fourth quarter of 2016.
2. Reviewing and approving 2016 Statement of Internal Control System.

Note 3: The communications key points between the independent directors and the independent auditor

Date Communication Key Points
03/09/2016 Audit Committee The CPA’s response in connection with 2015 financial report audit report
and problems raised by independent directors
04/29/2016 Audit Committee The CPA’s response in connection with financial statements audit report
for first quarter of 2016 and problems raised by independent directors
08/03/2016 Audit Committee 1.The CPA’s response in connection with financial statements audit report
for second quarter of 2016 and problems raised by independent directors
2. CPA’s report in connection with new “Audit Regulations for CPAs”.
11/04/2016 Audit Committee The CPA’s response in connection with financial statements audit report
for third quarter of 2016 and problems raised by independent directors
12/09/2016 Audit Committee The CPA’s response in connection with 2016 Audit planning, the role of
CPA in charge and his/her responsibility, risk assessment ,etc. and
problems raised by independent directors
03/17/2017 Audit Committee The CPA’s response in connection with 2016 financial statements audit
report and problems raised by independent directors

~36~

3.4.3 Corporate Governance Implementation Status and Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies”

Evaluation Item Implementation Status1 Deviations
from “the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx
Listed
Companies”
and Reasons
Yes No Abstract Illustration
1. Does the company establish
and disclose the Corporate
Governance Best-Practice
Principles based on
“Corporate Governance
Best-Practice Principles for
TWSE/TPEx Listed
Companies”?
The company established its own “Corporate
Governance Best Practice Principles” in
accordance with the “Corporate Governance
Best Practice Principles for TWSE/GTSM
Listed Companies,” with the principles passed
by the board of directors on May 8, 2014 and
partly revised on May 7, 2015 and Nov 8, 2016
in line with the revisions made by competent
authorities. The latest contents of the
company’s corporate governance best practice
principles are revealed on the Market
Observation Post System of the TWSE and on
the “Investor Relationship/ Corporate
Governance” section of the company’s own
website.
None
2. Shareholding structure &
shareholders’ rights
(1)Does the company establish
an internal operating
procedure to deal with
shareholders’ suggestions,
doubts, disputes and
litigations, and implement
based on the procedure?
The company has established the “Rules of
Procedure for Shareholders Meetings”, and
convenes annual shareholders meeting to serve
as a channel of communications with
shareholders. In addition, in order to build a
good and instant mechanism of exchanges with
investors, the company has also set up
spokespersons, acting spokespersons, public
affairs and stock affairs specialists to deal with
shareholders’ proposals or quench their doubts.
In case of any dispute or possible lawsuit, these
spokespersons and specialists will seek
opinions from the legal affairs unit to work out
appropriate countermeasures.
None
(2)Does the company possess
the list of its major
shareholders as well as the
ultimate owners of those
shares?
In addition to the setup of a contact window for
stock affairs, the company has commissioned a
stock affairs agent to deal with shareholders -
related affairs. It grasps the information on
major shareholders and final controllers
through the name list of shareholders compiled
by the agent, and regularly reports the changes
in shareholdings of directors and managers to
regulators.
None
(3)Does the company establish
and execute the risk
management and firewall
system within its
conglomerate structure?
There are a spate of rules and regulations
established to facilitate the management and
control of the company’s transactions with and
guarantee endorsements for its affiliated
enterprises, as well as extension of loans to
others. In addition,the companyhas worked
None

~37~

Evaluation Item Implementation Status1 Deviations
from “the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx
Listed
Companies”
and Reasons
Yes No Abstract Illustration
out a set of “Rules for Monitoring Operations
of Subsidiaries” to carry out the mechanism of
risk control over the subsidiaries, in accordance
with the “Regulations Governing the
Establishment of Internal Control Systems by
Public Companies” issued by the Financial
SupervisoryCommission.
(4)Does the company establish
internal rules against
insiders trading with
undisclosed information?
In order to better help all the staff with an
accurate concept of corporate governance and
prevent the possible occurrence of insider
tradings, the company’s board of directors has
passed the formulation of “Procedures for
Handling Major Internal Information” and the
establishment of the “Procedure s for Ethical
Management and Guidelines for Conduct.” In
order to meet the requirements set by
competent authorities in revealing its financial
and business operation information to the
public, and make all its staffs better understand
related rules and regulations, the company has
also established “Guidelines for Online Filing
of Public Information” and “Code of Employee
Conduct.” The announcements and
amendments of all the rules and regulations
mentioned above are made known to all
employees via e-mails, and are posted on the
“Investor Relationship/ Corporate Governance”
section of the company’s website for public
reference and check.
None
3.Composition and
Responsibilities of the Board
of Directors
(1)Does the Board develop and

1. The company has called for, in "practical
guidelines for corporate governance" and
"measures for the election of directors and
supervisors," pluralized membership for the
board of directors, specifying that directors
with a managerial position at the same time
should account for more than one third of the
seats on the board of directors and the
number of directors whose spouses or
relatives within second-degree kinship also
sit on the board of directors should not
exceed a half of the total seats. In addition,
the company has also formulated the policy
of pluralization for its operation, business
types, and development need, in terms of, but
not limited to, criteria in the following two
aspects:

None
implement a diversified
policy for the composition of
its members?

~38~

Evaluation Item Implementation Status1 Implementation Status1 Implementation Status1 Deviations
from “the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx
Listed
Companies”
and Reasons
Yes No Abstract Illustration
(1) fundamental conditions and values: gender,
age, etc.
(2) professional knowledge and skill:
professional background, professional skill,
and industrial experience.
2. The company's board of directors consists of
15 seats (including three for independent
directors), of which 12 are males and three
females, whose professional backgrounds
cover commerce, industry, finance and
accounting, business management, and
R&D, all with profound international
perspective (note 1), not only in compliance
with the pluralization policy but also being
conducive to the enhancement of the
company's business performance and
management efficiency.
(2)Does the company
voluntarily establish other
functional committees in
addition to the
Remuneration Committee
and the Audit Committee?
To enhance corporate governance, the
company, besides establishing the remuneration
and audit committees, has also set up an
investment committee that is made up of five
directors with different professional
backgrounds, aiming to boost the company’s
business operationperformance.

None
(3)Does the company establish
a standard to measure the
performance of the Board,
and implement it annually?
The company’s remuneration committee
annually assesses the performance of the board
of directors, and works out reasonable
remuneration policy in accordance with related
rules and regulations. The measures for
assessing the performance of the board of
directors are still under evaluation.
In the process
of Evaluation
(4)Does the company regularly
evaluate the independence of
CPAs?

Every year, the company would evaluate by its
own the independence and qualification of its
contracted CPAs. The latest evaluation was
reported to the auditing committee on March
17, 2017 before being submitted to and
approved by the board of directors on March
28, 2017. It has been confirmed that CPAs Lin
Yung-chih and Liu Tzu-meng, both of PwC
Taiwan, don't hold the positions of directors or
managerial staffers at the company and are not
stakeholders of the company. Nor do they
receive pays from or have the relationship of
investments or financial-interest sharing with
the company. Evaluation confirms their
conformance to the company's criteria for the
None

~39~

Evaluation Item Implementation Status1 Implementation Status1 Implementation Status1 Deviations
from “the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx
Listed
Companies”
and Reasons
Yes No Abstract Illustration
independence and qualification of CPAs,
ascertaining their suitability to become the
company's CPAs. The contracted accounting
firm has also issued statement on their
independence.
4. Does the company
designated personnel to
implement corporate
governance related
businesses(including but not
limited to, providing
information needed by
directors or supervisors
to execute their duties,
matters related to meetings
of the Board and shareholder
meetings held in accordance
to legal requirements,
registering and changing the
registration of the Company,
and producing proceedings
for the meetings of the
Board and shareholders)?

The company's administrative management unit
and financial/accounting unit are jointly in
charge of corporate governance-related affairs,
responsible, in addition to the provision of
information needed by directors and
independent directors for the execution of their
duties, for assistance for the preparation of
materials for meetings of the board of directors
and shareholders' meeting, preparation for
meetings and production of meeting minutes,
corporate registration and revision, regular
inspection and revision of corporate
governance-related measures and regulations,
and publication and reporting according to
regulations for listed companies, all in
accordance with the requirements of "Company
Act," "Securities and Exchange Act," and "
practical guidelines for corporate governance,"
among others, conforming to the spirit and
requirements for corporategovernance.

None

~40~

Evaluation Item Implementation Status1 Implementation Status1 Implementation Status1 Deviations
from “the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx
Listed
Companies”
and Reasons
Yes No Abstract Illustration
5..Does the company establish
communication channels
with stakeholders (including,
but not limited to,
shareholders, employees,
customers, and suppliers)
and set up an area dedicated
to stakeholders on the
Company website and does
the Company respond
appropriately to corporate
social responsibility issues
that stakeholders consider
important?

which in definition covers seven major
stakeholders, shareholders/investors,
employees, customers, government,
community/nonprofit organizations, suppliers
and contractors, and news media.
Provide proper contact window and reporting
channel for various stakeholders.
In order to establish an open, transparent and
effective channel for communicating with its
interested persons, better understand each
other’s needs and serve as reference for
formulating its corporate social responsibility
policy and planning related activities, the
company has set up an “Interested Parties
Section” on its website which in definition
covers seven major stakeholders,
shareholders/investors, employees, customers,
government, community/nonprofit
organizations, suppliers and contractors, and
news media. and founded an “Unethical
Conducts Reporting System” to facilitate
contacts with interested parties and offer a
tip-off channel. All the related information and
messages received in this regard will all be
properly dealt with by specific staffers and will
serve as reference for improving the company’s
corporategovernance.
None
6. Does the company appoint a
professional shareholder
service agency to deal with
shareholder affairs?
The company has commissioned the
Shareholder Services Department of President
Securities Corp. as a dedicated shareholder
service agent, which also assists the company
in organizing shareholders meetings. The agent
is not an “affiliated enterprise” of the company,
as defined in Article 369-2 of the Company
Law.
None
7.Information Disclosure
(1)Does the company have a
corporate website to disclose
both financial standings and
the status of corporate
governance?

The company has launched a corporate website
featuring dedicated sections for both investor
relationship and interested parties, and a
specific unit is assigned to manage and
maintain the website, so as to timely update
detailed information on the company’s financial
operation, corporate governance and corporate
social responsibility. The website address is:
www.scinopharm.com.tw

None

~41~

Evaluation Item Implementation Status1 Implementation Status1 Implementation Status1 Deviations
from “the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx
Listed
Companies”
and Reasons
Yes No Abstract Illustration
(2)Does the company have
other information disclosure
channels (e.g. building an
English website, appointing
designated people to handle
information collection and
disclosure, creating a
spokesman system,
webcasting investor
conferences)? Does the
company have other
information disclosure
channels (e.g. building an
English website, appointing
designated people to handle
information collection and
disclosure, creating a
spokesman system,
webcasting investor
conferences)?
1. The company has set up an English-language
website to release its financial information in
English for reference by investors. The
website address is: www.scinopharm.com.tw
2. In order to boost the transparency of its
information revelation, the company has
assigned a specific unit to handle
information collection and revelation.
3. The company has appointed spokespersons
and acting spokespersons to handle external
speeches and information relation affairs, so
as to make shareholders and interested
persons better understand the company’s
financial operations and corporate
governance implementation.
4. Briefings and video information of the
company’s institutional investor conferences
held quarterly and attend irregularly investor
conferences held by domestic or foreign
investment institutions, with related briefing
and audio-visual materials, in both Chinese
and English, are also revealed on the Market
Observation Post System of the TWSE and
the company’s own website.

None
8.Is there any other important
information to facilitate a
better understanding of the
company’s corporate
governance practices (e.g.,
including but not limited to
employee rights, employee
wellness, investor relations,
supplier relations, rights of
stakeholders, directors’ and
supervisors’ training records,
the implementation of risk
management policies and risk
evaluation measures, the
implementation of customer
relations policies, and
purchasing insurance for
directors and supervisors)?

1. Welfare of and Care for Employees:
The company shows high regard for
harmonious labor-management relationship,
and has constantly upgraded the interests and
welfare of employees, such as offering
employee dormitory, small welfare stations,
employee restaurant, breastfeeding room,
visually impaired massage service, employee
travels, physical examination, performance
bonus, employee stock subscription, and
dividend sharing etc., all designed to make
employees enjoy a sound welfare system and
work hard to contribute well to the company.
2. Investor Relationship:
The company makes it the greatest goal to
safeguard the interests of shareholders and
grant equal treatment to all the shareholders.
Accordingly, the company has not only
timely revealed major information on
financial and business operations and
changes in internal shareholdings on the
Market Observation Post System in


None

~42~

Evaluation Item Implementation Status1 Implementation Status1 Implementation Status1 Deviations
from “the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx
Listed
Companies”
and Reasons
Yes No Abstract Illustration
accordance with related regulations, but has
also set up an “Investor Relationship”
section on its website to allow timely release
of the company’s financial and corporate
governance information.
3 Supplier Relationship:
The company has worked out a set of rules
governing the management of exchanges
with suppliers, aiming to build long-term
close relationship with suppliers under the
win-win principle to jointly pursue
sustainable development and growth.
4. Interests of Interested Parties:
The company thinks highly of maintaining
good relationship with interested parties
including shareholders, investors,
employees, customers, government,
communities, non-profit organizations,
suppliers, contractors, and news media.
Besides fulfilling each other’s rights and
obligations in accordance with relevant laws
and regulations, contracts and operating
rules, the company also endeavors to
maintain good communication channels to
safeguard legal interests of both parties,
based on an integrity principle.
5. Study Courses for Directors (including
Independent Directors):
The company’s directors (including
independent directors) take study courses in
accordance with related legal regulations,
with number of the study hours meeting or
even exceeding the required level. The
company will continue to arrange irregular
study courses for its directors (including
independent ones). Please see the annual
report to learn more in this regard from the
“Table of Study Courses for Directors and
Independent Directors in 2016.”
6. Risk Management Policy and
Implementation of Risk Assessment Criteria:
The company’s major business operation
policies, investment projects, guarantee
endorsements, lendings to others and loans
from banks all undergo intensive analysis
and evaluation byinternal competent units

~43~

Evaluation Item Implementation Status1 Implementation Status1 Implementation Status1 Deviations
from “the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx
Listed
Companies”
and Reasons
Yes No Abstract Illustration
and then are put into practice based on
resolutions passed by the board of directors.
7. Implementation of Customer Policy:
The company follows the cGMP regulations
governing pharmaceutical production to
provide clients with high-quality and safe
products, and its dedicated customer service
staffers are assigned to deal with opinions
presented by customers.
8. Purchase of Liability Insurance for Directors
and Independent Directors:
The company has purchased liability
insurance for its directors and managerial
staff in accordance with the law.8. Status of
the company taking out liabilities insurance
for directors (independent directors)" The
company has taken out liabilities insurance
for directors and managerial staffers, which
is renewed every year after reporting the
insured amount, coverage, and premium to
the board of directors and receiving its
approval. The latest insurance, spanning the
period from July 2016 and July 2017, was
reported to and approved by the board of
directors on Aug. 4,2016.
9. Please explain improvements that have been made as well as priorities to improve the results of the
Corporate Governance Evaluation issued by the Taiwan Stock Exchange Corporate Governance
Center:
(1) Ranking among the top five in the first and second evaluations of corporate governance, the
company will continue strengthening corporate governance-related structure and behaviors,
according to the "practical guidelines for corporate governance" and indicators of
corporate-governance evaluation.
(2) According to the final result of the third corporate-governance evaluation, the company will, in line
with the requirements of indicator 1.14, make further disclosure for the resolutions of 2016
shareholders' meeting in the 2016 yearbook. In addition, according to the requirement of indicator
5.15, the company will secure third-party certification for 2016 CSR report.
(3) As for the willingness of the company to institute seats of independent directors more than legal
requirement, stated in indicator 3.6, the company will take it into account when planning for the
election of directors in the future. Regarding regular evaluation of the performance of the board of
directors, specified in indicator 3.31, the company has assigned the task to the compensations
committee and will formulate measures for evaluating the performance of the board of directors,
according to the regulations of the director, for execution in proper manner.
(4) Regarding limit of seats on the board of directors occupied by government agencies or a listed
company and its subsidiaries to less than one third of the total, specified in indicator 1.13, the
companycannot complywith the indicator now,due to the structure of shareholders.

~44~

Note1: Our board of directors possess the following abilities:

Item/Name Gender Professional
background
Ability to
make
professional
judgement
Ability to
conduct
management
administration
Ability to
perform
business
Ability to
perform
accounting
and financial
analysis
Knowledge of
the industry
Professional
R&D
An
International
market
Prospect
Ability to
lead
Ability to
make
policy
decisions
Kao-Huei
Cheng
M Business
Chih-Hsien
Lo
M Business
Administration
Tsung-Ming
Su
M Business
Administration
Kun-Shun
Tsai
M Food technology
Tsung-Pin
Wu
M Finance &
accounting
Yung-Fa
Chen
M Chemical/biotech
Po-Wu
Gean
M Pharmacology
Ming-Shi
Chang
F Immunology
Shiow-Ling
Kao
F Business
Chiou-Ru
Shih
F Economics
Po-Ming
Hou
M Tourist
management
Kuo-His
Wang
M Agro-chemical
Ih-Jen Su M Pathology
Wei-Cheng
Tian
M Biotech
Wei-te Ho M Finance &
accounting

3.4.4 Composition, Responsibilities and Operations of the Remuneration Committee

The company’s board of directors resolved at its meeting held on April 27, 2011 to set up a remuneration committee, composed of three independent directors (Liang Ching-si, Tien Wei-cheng and Su Yi-jen). The remuneration committee was re-elected on June 29, 2012, with three independent directors (Tien Wei-cheng, Su Yi-jen and Ho Wei-der) assuming the second term. The third-term committee was elected on July 2, 2015 in conjunction with the re-election of the board of directors following the expiration of the 7[th] -term board, with the same 2[nd] -term three independent directors re-elected as committee members. They are assigned to execute the following tasks and forward suggestions to the board of directors for discussion:

  • (1) Formulating and periodically reviewing the policy, system, criteria and structure associated with the remunerations of directors, supervisors and managerial staff, and assessing their performances.

  • (2) Periodically assessing and determining the remunerations of directors, supervisors and managerial staff.

The committee should observe the following principles in executing the above-mentioned tasks:

  • (1) In assessing the performances and determining remunerations of directors, supervisors and managerial staff, the committee should take into consideration the average corresponding remunerations offered by other peer companies, their individual performance, and the company’s overall business performance and future operating risks.

~45~

  • (2) The committee is not allowed to inspire directors and managerial staff to pursue high remunerations by engaging in operations involving risks that are beyond the company’s control.

  • (3) In determining the ratio of short-term bonus payable to directors and high-ranking managerial staff and the timing for honoring part of the variable remuneration, the committee should take into account the characteristics of the industry and the business nature of the company.

  • The remuneration as mentioned in the first two tasks of the committee include cash reward, stock subscription, bonus-sharing stock ownership, retirement welfare or resignation payment, various allowances and other substantive rewarding measures. In case the remunerations of any subsidiary’s directors and managers should be approved by the parent company, the subsidiary should ask the remuneration committee of the parent company to offer suggestions for discussion at the meeting of the parent company’s board of directors.

3.4.4.1 Information Regarding Remuneration Committee

Position Criteria
Name

Meets One of the Following Professional
Qualification Requirements, Together with
at Least Five Years’ Work Experience

Meets One of the Following Professional
Qualification Requirements, Together with
at Least Five Years’ Work Experience

Meets One of the Following Professional
Qualification Requirements, Together with
at Least Five Years’ Work Experience
Criteria Criteria (Note 1) Number of
Other Public
Companies in
Which the
Individual is
Concurrently
Serving as an
Remuneratio
n Committee
Member

Remark
(Note2)
An instructor
or higher
position in a
department of
commerce,
law, finance,
accounting, or
other
academic
department
related to the
business
needs of the
Company in a
public or
private junior
college,
college or
university
A judge, public
prosecutor,
attorney,
Certified Public
Accountant, or
other
professional or
technical
specialist who
has passed a
national
examination
and been
awarded a
certificate in a
profession
necessary for
the business of
the Company
Has work
experience
in the areas
of
commerce,
law,
finance, or
accounting,
or otherwise
necessary
for the
business of
the
Company

1
2 3 4 5 6 7 8
Independent
director
Wei-Chen
Tian
0 None
Independent
director
Ih-Jen Su 0 None
Independent
director
Wei-te Ho 0 None

Note 1: Please tick the corresponding boxes that apply to a member during the two years prior to being elected or during the term(s) of office.

  • (1). Not an employee of the Company or any of its affiliates.

  • (2). Not a director or supervisor of the Company or the Company's affiliates. This does not apply if an independent director of the Company, its parent company, or its affiliates is installed in accordance with this law or local laws.

  • (3). Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person under others’ names, in an aggregate amount of 1% or more of the total number of outstanding shares of the Company, or ranking in the top 10 in holdings.

  • (4). Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any of the persons in the preceding three sub-paragraphs.

  • (5) .Not a director, supervisor, or employee of a corporate shareholder who directly holds 5% or more of the total number of outstanding shares of the Company, or who holds shares ranking in the top five holdings.

  • (6). Not a director, supervisor, officer, or shareholder holding 5% or more of the shares of a specified company or institution which has a financial or business relationship with the Company.

(7). Not a professional individual, who is an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that provides commercial, legal, financial, accounting services or consultation to the Company or to any affiliate of the Company, or a spouse thereof.

  • (8). Not a person of any conditions defined in Article 30 of the Company Law.

~46~

3.4.4.2 Attendance of Members at Remuneration Committee Meetings

There are 3 members in the Remuneration Committee. A total of 3 Remuneration

Committee meetings were held in the previous period. The attendance record of the Remuneration Committee members was as follows:

Title Name Attendance in Person By Proxy Attendance Rate (%) Remarks
Convener Wei-Cheng Tian 3 0 100% None
Committee
Member
Ih-Jen Su 2 1 67% None
Committee
Member
Wei-te Ho 2 1 67% None
Other mentionable items:
1. If the board of directors declines to adopt or modifies a recommendation of the remuneration committee, it should
specify the date of the meeting, session, content of the motion, resolution by the board of directors, and the
Company’s response to the remuneration committee’s opinion (eg., the remuneration passed by the Board of
Directors exceeds the recommendation of the remuneration committee, the circumstances and cause for the
difference shall be specified): None.
2.Resolutions of the remuneration committee objected to by members or subject to a qualified opinion and recorded
or declared in writing, the date of the meeting, session, content of the motion, all members’ opinions and the
response to members’ opinion should be specified: None.

~47~

3.4.5 Corporate Social Responsibility

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from
“Corporate Social
Responsibility(CSR)
Best Practice
Principles of
TWSE/TPEx Listed
Companies” and
Reasons
Yes No Abstract Explanation
1. Corporate
Governance
Implementation
(1)Does the company
declare its
corporate social
responsibility
policy and
examine the results
of the
implementation?

In accordance with the “Corporate Social
Responsibility Best Practice Principles for
TWSE/GTSM Listed Companies”, the
company has worked out its own “Corporate
Social Responsibility Best Practice Principles”
to serve as the guidelines for fulfilling its social
responsibility. As to the decision-making and
operating mechanism associated with corporate
social responsibility, the company takes
inter-department actions to assume its
corporate social responsibility by conducting
regular interactions with interested parties,
examining their concerns, reviewing the
progress of various undertakings related to
corporate social responsibility, and working out
future plans. This way, the company can
effectively and systematically fulfil its
corporate social responsibility, and review the
performance in this regard every six months.
Through close cooperation among different
units of the company, the company has fully
incorporated its corporate social responsibility
into ScinoPharm’s daily operations.
The company focuses its corporate social
responsibility on three major aspects, namely
corporate governance, environmental
protection and social welfare, and the
development strategies for various businesses
are oriented toward achieving sustainable
corporate development and securing full
implementation of its corporate social
responsibility policies. The company
appropriates annual budgets, which are well
applied to finance all the undertakings for
assuming its corporate social responsibility as a
result of constant review and improvement. All
the information concerning the company’s
fulfillment of its corporate social responsibility
has been revealed in the company’s annual
report and on its website’s “Corporate Social
Responsibility” section.
None
(2)Does the company
provide
educational
training on
corporate social
The company promotes the concept of
corporate social responsibility through its
internal publication, ScinoPharm News, and
publicizes concrete actions, as well as their
significance,taken bythe companyto assume





None

~48~

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from
“Corporate Social
Responsibility(CSR)
Best Practice
Principles of
TWSE/TPEx Listed
Companies” and
Reasons
Yes No Abstract Explanation
responsibility on a
regular basis?
its corporate social responsibility during
periodical meetings with and through e-mails
to employees, while incorporating the basic
spirit of corporate social responsibility into
various activities held bythe company.



(3)Does the company
establish
exclusively (or
concurrently)
dedicated first-line
managers
authorized by the
board to be in
charge of
proposing the
corporate social
responsibility
policies and
reporting to the
board?
The company’s president is authorized by the
board of directors to supervise the execution of
the mission of fulfilling corporate social
responsibilities by the company and its
affiliated enterprises, and then duly report the
implementation results to the board of
directors. Report on the status of execution in
the year and key points of enforcement plan for
the following year was presented in the
meeting of the board of directors in 2016.
The company assigns two departments to
execute the mission. The Administration and
Human Resources Department is responsible
for planning and implementing the tasks of
safeguarding legal interests of employees,
enforcing social participation and
public-service payback, and revealing
information on corporate social responsibility
in accordance with related labor rules and
regulations. The Safety, Health and
Environmental Protection Department takes
charge of maintaining environmental safety and
health by studying, planning and monitoring
the company’s practical measures designed to
reduce production risks, sustain environmental
safety and health, and promote the health of
employees.
In addition, the company has set up an
“Occupational Safety and Health Committee”
and a “Sustainable Management Committee.”
The former is the company’s top
decision-making unit for environmental safety
and health, established in accordance with the
Occupational Safety and Health Act, with the
company’s president responsible for convening
a quarterly meeting with chiefs of business
units and production plants, heads of various
departments and employee representatives to
examine the company’s practices in promoting
environmental safety and health and determine
a future direction for making key
improvements. The latter is established to

None

~49~

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from
“Corporate Social
Responsibility(CSR)
Best Practice
Principles of
TWSE/TPEx Listed
Companies” and
Reasons
Yes No Abstract Explanation
integrate the tasks in promoting environmental
protection, safety and health, energy saving,
water conservation, and greenhouse gas
management, so as to effectively boost the
company’s sustainable competitiveness. The
Sustainable Management Committee is headed
by the vice production president and comprises
six sub-committees, such as sales and
distribution, health, safety, sanitary, waste
reduction, and energy saving, to map out
annual sustainable management plans and
review the implementation of the plans, so as to
serve as the basis for internal examinations. All
the efforts to safeguard the health of
employees, create a safe and friendly working
environment or list environmental protection
among the company’s goals are designed to
consolidate the company’s foundation.
The company’s affiliated enterprises have set
up their own “Production Safety Committee”
as the top decision-making unit for
environmental safety and health promotion.
The committee is headed by president, who is
responsible for convening chiefs of business
units and production plants, and heads of
various departments to promote the safety,
health and environmental protection systems
and determine the future direction for making
key improvements. In addition, the committee
should also compare the company’s safety
systems with national standards, periodically
examine the difference between the current
state and operating principles, formulate or
revise action plans for execution by related
units, and review the implementation progress.
Furthermore, the committee should also sign a
statement of commitment to support the
Responsible Care Global Charter, continue to
improve industrial safety, health and
environmental protection performance, and join
forces with consumers and suppliers to apply
comprehensive risk- and life cycle-oriented
scientific information to the management of
chemical products, thereby helping to boost the
quality of life for people worldwide through the
commitment.
Besides,the companyhas established an


~50~

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from
“Corporate Social
Responsibility(CSR)
Best Practice
Principles of
TWSE/TPEx Listed
Companies” and
Reasons
Yes No Abstract Explanation
“Employee Welfare Committee” and a
“Labor-Management Meeting” to screen,
promote and supervise employee welfare
operations, mediate labor-management
relationship and push for labor-management
cooperation, in accordance with related rules
and regulations.
(4)Does the company
declare a
reasonable salary
remuneration
policy, and
integrate the
employee
performance
appraisal system
with its corporate
social
responsibility
policy, as well as
establish an
effective reward
and disciplinary
system?
1. The company has established a reasonable
remuneration and performance evaluation
system. Under the system, the company will
determine the remuneration of employees in
accordance with their education
backgrounds, work experiences, professional
knowledge and expertise, and seniority.
Besides year-end bonus and employee
dividend, the company will also dole out
performance bonus to employees based on
their performance ratings. The remuneration
of employees won’t vary with their gender,
race, religion, state of marriage, and political
affiliation.
2. The company has maintained an effective
corporate governance framework and related
ethical conduct criteria and practices, so as
to accomplish its corporate governance goal.
The company has formulated such internal
rules and regulations as “Code of Employee
Conduct,” Code of Ethical Conduct,” “Code
of Faithful Conduct,” and “Procedures for
Ethical Management and Guidelines for
Conduct,” which are all posted on the
company’s website for reference by
employees.
3.Besides instructing new employees on the
company’s corporate culture, regulations for
corporate ethics, as well as industrial safety,
health
and
environmental
protection
operations associated with its corporate
responsibility during the orientation courses
for new employees, the company also hosts
various education and training programs for
all its staff, including those on corporate
governance
and
prevention
of
insider
tradings, to intensify related knowledge and
concepts for employees.
4 The company keeps highlighting the
significance and connotation of its corporate











None

~51~

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from
“Corporate Social
Responsibility(CSR)
Best Practice
Principles of
TWSE/TPEx Listed
Companies” and
Reasons
Yes No Abstract Explanation
social responsibility among employees
through education and training courses,
employee meetings, internal publications and
e-mails, and also posts related rules and
regulations on the company or employees’
portal sites. The company’s “Work Rules”
also include the regulations employees
should follow in fulfilling corporate social
responsibility, and a related reward and
punishment system. Employees’ performance
in this regard is incorporated into their annual
performance evaluation.
2. Sustainable
Environment
Development
(1)Does the company
endeavor to utilize
all resources more
efficiently and use
renewable
materials which
have low impact
on the
environment?


The “Sustainable Management Committee”
established to integrate the implementation of
such tasks as environmental protection, safety
and health, energy saving, water conservation
and greenhouse gas management has its waste
reduction and energy saving sub-committee
take charge of boosting the utilization
efficiency of various resources and reducing
related adverse impact on the environment. The
committee also proposes annual sustainable
management plan and reviews the performance
of related tasks to serve as reference for
internal examinations. In this regard, the tasks
undertaken include recycling garbage
resources, employing recycled materials to
reduce adverse impact on the environment,
recycling condensated water from reverse
osmosis pure water machines and air
conditioners to cooling towers, adopting
water-conservation washing faucets, saving
living water, incorporating the concept of
environmental protection and green energy into
production procedure and equipment,
promoting green environmental protection and
layingstress on ecological balance.

None
(2)Does the company
establish proper
environmental
management
systems based on
the characteristics
of their industries?
The company’s environment management
system is established in accordance with the
chemical industry’s strictest “Responsible
Care” system. The Responsible Care system is
initiated by the global chemical engineering
community to help enterprises set up a sound
industrial safety, health and environmental
protection system, through concrete
commitments to improving the EHS
(environment,health and safety)aspects by
None

~52~

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from
“Corporate Social
Responsibility(CSR)
Best Practice
Principles of
TWSE/TPEx Listed
Companies” and
Reasons
Yes No Abstract Explanation
signing the Statement of Commitment (a
prerequisite for membership), formulating the
Codes of Management Practices, implementing
a Self-Evaluation system, promoting the
Management System Verification (MSV),
delivering the SHE Performance Indicators
report, and sharing responsible care systems
with other companies.
The company has joined the Taiwan
Responsible Care Association (TRCA) as a
member since its plant was inaugurated,
actively promoting its safety, health and
environmental protection management system.
Besides stringently observing environmental
protection regulations issued by the competent
authorities, the company also conducts various
public activities associated with environmental
management to boost resources utilization
efficiency and reduce the output of wastes, so
as to respond positively to public concerns,
further protect public safety, health and
environment, reduce the total amount of
pollutant emissions on the air, water and soil,
boost pollution prevention efficiency and
economic benefits, and complete verification
on six management codes set by the TRCA. Of
the codes, those associated with environmental
management include procedure safety
management, wastes management, emissions
reduction management and product
management.
Concrete practices are as follows:
1. During its research and development (R&D)
of production procedures for
pharmaceuticals, the company manages to
skip the use of substances or materials
subject to restrictions under domestic and
international regulations, such as toxic
chemicals, precursor chemicals for narcotic
drugs, controlled substances for chemical
weapons, and ozone depleting substances,
and instead, uses less-toxic or-hazardous
substances and materials as substitutes.
2. During its R&D of production procedures
for pharmaceuticals, the company manages
to assess the possibility of reducing the
usage amount of chemical solvents and

~53~

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from
“Corporate Social
Responsibility(CSR)
Best Practice
Principles of
TWSE/TPEx Listed
Companies” and
Reasons
Yes No Abstract Explanation
hazardous substances to mitigate relevant
impact on environment and decrease the
exposure to hazardous chemicals or active
substances on the part of operating staff.
3. Before putting a new production procedure
into practice, the company should organize a
meeting to analyze the possible hazard of the
production procedure, focusing discussions
on the likely hazard to safety, health and
environment and then seeking proper
preventive solutions.
4. The company disposes of all the wastes
generated by production plants, including
biodegradable waste water, waste solvents,
solid wastes, and air pollutants, totally in
accordance with related regulations.
5.The biodegradable waste water is usually
treated via an activated sludge process and
an ultrafiltration system, and the resultant
organic sludge is separately filtered and then
incinerated by the Resource Recycling
Center of the Southern Taiwan Science Park,
with the disposed waste water and waste
living water piped into the waste water
disposal plant in the science park. The
organic sludge generated at the company’s
affiliated enterprise undergoes a separate
filtration process before being delivered to
the Jiangsu Kangbo Industrial Solid
Rejectamenta Treatment Co., Ltd. for
incineration. And the disposed waste water
and the waste living water are piped into
Binjiang Waste Water Disposal Plant.
6.Hazardous or general solid wastes are
delivered to the Resource Recycling Center
of the science park or other qualified
companies for incineration. The air pollutants
generated by production plants, such as
particulate pollutants, acid gas, alkaline
pollutants and organic steam, all undergo
two-step
treatment
by
condenser
and
scrubbing tower for disposal. The recyclable
solvents
generated
by
the
company’s
affiliated enterprise are sent to the Kunshan
Deyuan
Environmental
Protection
Development Co., Ltd. for purification and
recycling.












~54~

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from
“Corporate Social
Responsibility(CSR)
Best Practice
Principles of
TWSE/TPEx Listed
Companies” and
Reasons
Yes No Abstract Explanation
Although
the
company
hasn't
undergo
ISO14001 certification, in addition to the
aforementioned
environment
management
system now in smooth operation and compliant
with the features of biotech and pharmaceutical
industry, the company has experienced more
than 10 times of factory inspections by
regulators of the U.S., Europe, and Japan
(FDA, EMA), EDQM, and PMDA) and
auditing of safety, hygiene, and environmental
protection by international pharmaceutical
firms (such as Pfizer, GSK, and Aventis), all of
affirm the soundness and completeness of
company's environment management system.
ISO14001 certification is meant to offer a
standard environment management system for
abidance by enterprises. The company has put
in place a complete industrial safety, hygiene,
and environment protection system, which has
gained international acceptance and certified by
international
firms,
making
ISO14001
certification dispensable for the company. In
compliance with the highest standards and the
spirit of sustainable management, the company
will
continue
strengthen
environment
management system and concern for the issues
of industrial safety, hygiene, and environmental
protection,
meeting
the
requirements
of
international standards and fulfilling corporate
social responsibility.




























(3)Does the company
monitor the impact
of climate change
on its operations
and conduct
greenhouse gas
inspections, as
well as establish
company strategies
for energy
conservation and
carbon reduction?

1. The energy-saving subcommittee under the
“Sustainable Management Committee” is
responsible for gauging greenhouse gases
and formulating strategies for conserving
energy, reducing carbon emissions and
slashing greenhouse gas amount, so as to
fulfil the purpose of reducing carbon
emissions through energy conservation. The
sub-committee will review the
implementation of its tasks at the quarterly
meeting of the Sustainable Management
Committee, to serve as reference for internal
examination. Currently, strategies for
reducing greenhouse gas amount include:
Employing gas-fired boilers to replace
oil-fueled boilers for steam supply, boosting
the energyutilization and reasonableness of
None

~55~

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from
“Corporate Social
Responsibility(CSR)
Best Practice
Principles of
TWSE/TPEx Listed
Companies” and
Reasons
Yes No Abstract Explanation
air conditioning systems, installing
energy-saving equipment featurings low
electricity and energy consumption,
providing subsidy for car ride-sharing by
employees and offering transportation bus
service to reduce oil gasoline consumption.
2. Formulate 2017 waste reduction goals,
including
Adjust the air replacement rates of various
processes to reasonable range, to lessen the
load on air conditioners, thereby cutting
power consumption, in terms of
kilowatt/hour, by 1-2% and the electricity
expense is NT$2 Million less.
Via monitoring and controlling steam supply,
cut consumption of natural gas by 5%,
amounting to saving of NT$400,000.
Via collection of process solvent, cut of
cleansing solvent, intensification of
steam-stripper treatment, and monitoring
and control of the toxicity of waste water,
cut waste expense by NT$5 million year to
less than NT$20 million.
In the future, the company will target cutting
power bill by 1-2% and expense for natural
gas and wastes by 3-5% a year by
continuously pushing various
energy-conserving and waste abatement
measures.
3.The company’s greenhouse gas emission
amount has stayed at a low level, with
aggregate annual emissions of six
greenhouse gases reaching 21,664 metric
tons of CO2 in 2016 and 19,078 metric tons
in 2015. Further details are as follows:
Direct greenhouse gas emissions, including
those from fuel-burning equipment (such as
boilers and restaurant facilities) and mobile
combustion sources from transportation
(such as the company’s service cars),
amounted to 2,567 metric tons of CO2 in
2016, accounting for 11.8% of the
company’s total annual CO2 emissions for
the year.
* Indirect greenhouse gas emissions, mainly
from electric power purchased externally,
came to 19,096 metric tons of CO2,

~56~

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from
“Corporate Social
Responsibility(CSR)
Best Practice
Principles of
TWSE/TPEx Listed
Companies” and
Reasons
Yes No Abstract Explanation
commanding 88.2% of the company’s total
CO2 emissions in 2016.
3. Preserving Public
Welfare
(1)Does the company
formulate
appropriate
management
policies and
procedures
according to
relevant
regulations and the
International Bill
of Human Rights?
1. The company and its affiliates have
formulated work rules and comprehensive
personnel management regulations to
safeguard the interests of employees.
Besides convening regular
labor-management meetings and employee
welfare committee meetings, they also
convene employee meetings periodically to
establish a regular channel for dialogues and
communications between both parties and
grant employees the right to understand the
management’s activities and policy
formulation and contribute their opinions in
this regard, thereby promoting
labor-management harmony and creating a
win-win scenario for both sides.
2. The company fully complies with relevant
labor rules and regulations to promote
gender equality, work out career
development and nurturing plans, implement
safety and health education, and plan
activities to achieve a balance between
physical and mental health. In addition, the
company also employs a certain portion of
physically disabled people totally in
accordance with the regulations set in the
“People with Disabilities Right Protection
Act.”
3. As advocating gender equality is an integral
part of its corporate culture, the company has
completely observed related regulations in
implementing its personnel management
system, including employment, promotion,
performance evaluation and the reward &
punishment system.






None
(2)Has the company
set up an
employee hotline
or grievance
mechanism to
handle complaints
with appropriate
solutions?
While the company provides a platform for
exchanging views with employees through the
“Labor-Management
Meeting”
and
the
“Employee Welfare Committee,” major issues
including work rules are also up for bilateral
communications at regular labor-management
meetings. On another front, in case employees
want to present opinions or appeal against
something associated with the Code of
Employee Conduct,theycan use the dedicated










None

~57~

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from
“Corporate Social
Responsibility(CSR)
Best Practice
Principles of
TWSE/TPEx Listed
Companies” and
Reasons
Yes No Abstract Explanation
electronic mail box or the “Interested Parties
“ section of the company’s website to raise the
appeal or present improvement opinions. After
accepting the petition cases, the company will
follow related rules and procedures in dealing
with the cases and conducting necessary
investigations, so as to secure maximum
interests of the companyand its employees.






(3) Does the
company provide a
healthy and safe
working
environment and
organize training
on health and
safety for its
employees on a
regular basis?

1. The company and its affiliates show high
regard for achieving harmonious
labor-management relationship by installing
sound software and hardware equipment to
provide employees with a comfortable, safe
and healthy working environment, including
security entry measure, regular safety
education and training for employees,
banning smoking in all indoor spaces,
establishing breastfeeding rooms and an
employee restaurant, and offering free
delivery and laundry of uniform clothes of
operators on production lines.
2. The company and its affiliates pay great
attention to the safety of their employees and
supporting plants, holding unscheduled
dispersal exercises and at least two
emergency management drills per year and
having all their employees attend
fire-fighting and emergency treatment
operations. In addition, at the monthly safety
meeting held by every individual department
of the company and its affiliates, each
department should carry out safety
promotion and training, so as to achieve full
communications with staff and meet the
requirement for recording at least three hours
of occupational safety and health training
courses per year.
3. In order to help new employees quickly get
immersed in the company’s safety culture
atmosphere, the company, besides having the
new employees take at least three hours of
safety and health training courses, usually
requires production employees receive an
additional
three
hours
of
professional
production safety and health training courses.
4. To promote the health of employees, the
companyand its affiliates have their new









None

~58~

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from
“Corporate Social
Responsibility(CSR)
Best Practice
Principles of
TWSE/TPEx Listed
Companies” and
Reasons
Yes No Abstract Explanation
staff receive physical checkups and render
annual health examination service to all the
staff, with an infirmary institute one health
management specialist (with nurse
certificate) and physicians invited to offer
medical consultation service to employees.
In addition, the company also held activities
to promote the health of employees, such as
smoking-quitting, weight reducing, walking
and workout activity. Was awarded. for
paradigm of healthy workplace by Southern
Taiwan Science Park Bureau due to the
successful results.
5. The company and its affiliates endeavor to
create a favorable environment to facilitate
career development of employees, and work
out effective plans to develop and mature the
career development capabilities of
employees. In addition, in order to realize
welfare care for employees and improve
their working environment, the company
hosts annually quite a few family activities
during the company’s anniversary, and
organizes a series of activities associated
with the “Employee Happiness Month” to
better take care of employees’ spiritual and
family aspects and enable them to work
contentedly and lead a happy life at
ScinoPharm.
(4)Does the company
setup a
communication
channel with
employees on a
regular basis, as
well as reasonably
inform employees
of any significant
changes in
operations that
may have an
impact on them?

1. It has been an integral part of the company’s
corporate culture to encourage employees to
present their suggestions via various
channels. The company convenes regular
“Labor-Management Meeting” and
“Employee Welfare Committee” meeting to
discuss the issues concerning the interests of
employees to promote harmonious
labor-management relations, and holds the
“Quarterly Employee Meeting” to serve as
one of regular channels for communications
between the company and employees.
2. In addition, through its internal publications
issued periodically, the company aims to
make its latest policies, various welfare
programs, management measures and
business development situations better
known to employees throughpluralistic
None

~59~

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from
“Corporate Social
Responsibility(CSR)
Best Practice
Principles of
TWSE/TPEx Listed
Companies” and
Reasons
Yes No Abstract Explanation
channels.
3. In case there is major corporate information
to be known by employees, the company
will release the information through the
internal e-mail network or convene a
meeting to offer timely instructions.
4. In case of any appeal, employees can express
their opinions through the dedicated e-mail
box, and then the company will move to
deeply understand the appeal case and come
out
with
proper
countermeasures
or
solutions.




(5)Does the company
provide its
employees with
career
development and
training sessions?
At ScinoPharm, every employee enjoys the
opportunity for exploiting their talents. The
company’s corporate culture of encouraging
learning and innovation will inspire employees
to bring their potential talents into full play and
meet different challenges well. In conjunction
with its global deployment, the company offers
employees opportunities for pluralistic
development and enforces a job rotation system
to enhance their experiences in different job
fields. This, coupled with systematized
performance evaluation, Individual
Development Plan and different training
courses, will make employees serve the jobs
best fit for them to help create a wider stage for
career development. All the staffers are
required to undergo periodical performance and
career development evaluations


None
(6)Does the company
establish any
consumer
protection
mechanisms and
appealing
procedures
regarding research
development,
purchasing,
producing,
operating and
service?
1. The company and its affiliates will offer
after-sales services, and will join hands with
customers to locate problems and seek
effective solutions if customers suffer
problems in the production process or during
product inspection.
2. If customers register the products of the
company and its affiliates with competent
authorities, the company will assist
customers in replying to the questions raised
by the authorities during the registration
process.
3. In order to safeguard the interests of
customers, the company has established
various channels for communications in this
regard,such as an e-mail box with responses
None

~60~

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from
“Corporate Social
Responsibility(CSR)
Best Practice
Principles of
TWSE/TPEx Listed
Companies” and
Reasons
Yes No Abstract Explanation
made within 24 hours to assure product
safetyand servicequality.
(7) Does the
company advertise
and label its goods
and services
according to
relevant
regulations and
international
standards?
The company completely follows related
regulations and international codes in carrying
out product marketing and offering service
instructions. Meanwhile, the company selects
reliable sales agents with good business credit
and authorizes them to enforce product
marketing, thus gradually building long-term
partnerships.







None
(8) Does the
company evaluate
the records of
suppliers’ impact
on the environment
and society before
taking on business
partnerships?

1. The company and its affiliates endeavor to
boost their corporate social responsibility by
proactively purchasing energy-saving
equipment, green and
low-power-consumption office supplies,
business machines, information equipment,
illumination equipment and other related
facilities.
2. Through the transportation safety conference
held every two years, the company and its
affiliates relay the latest safety and health
concepts and practices to their transportation
partners invited to attend the meeting, so as
to build a good communication channel and
fulfil the purpose of promoting safe
transportation of chemical products.
3. To safely handle highly hazardous chemical
substances, dedicated suppliers are invited to
the company to make instructions on safe
operation of their chemical substances and
on disposal of waters or leakage treatment.
In addition, the company keeps close
contacts with the suppliers to review
problems in handling chemical substances.
4. In purchasing chemical substances, the
company usually asks suppliers to offer the
latest version of safety information on the
substances and post clear hazard-warning
labels on the substances. To meet the
management requirement set by the
government on controlled substances (such
as toxic chemical substances) to prevent the
hazards resulting from the misuse of the
substances, the company maintains close
cooperation with suppliers to assure that it
canpurchase the substances onlyafter the

None

~61~

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from
“Corporate Social
Responsibility(CSR)
Best Practice
Principles of
TWSE/TPEx Listed
Companies” and
Reasons
Yes No Abstract Explanation
suppliers obtain sales permits issued by the
government and the company itself gets the
purchase permits.
5. In the safety aspect, the company and its
affiliates have formulated a set of rules and
criteria governing the selection and
evaluation of contractors, established regular
safety review meetings with contractors, and
introduced related punishment rules, so as to
continue improving safety and health
management performance and assure that the
entry of contractors, equipment, and
substances into the company are done in
accordance with national laws and regulation
as well as the company’s safety and health
requirements.
6. The company has released a handbook on
“Contractors’ Safety, Health and
Environmental Protection Management Plan”
to highlight ScinoPharm’s safety, health and
environmental protection policy, which
clearly states contractors’ liabilities and
obligations, engineering safety rules, safety
and health punishment rules and
environmental protection commitment, to
assure public safety and non-polluted
environment.


(9) Do the contracts
between the
comany and its
major suppliers
include
termination clauses
which come into
force once the
suppliers breach
the corporate
social
responsibility
policy and cause
appreciable impact
on the environment
and society?


The company promotes the concept of
responsibility to its supply chains, selects
certified suppliers and contract pharmaceutical
plants, and sends staffers to conduct site
inspections, so as to assure that they all meet
environmental protection, health and safety
regulations. Before officially dealing with
suppliers, the company will sign related
agreements which include a corporate social
responsibility clause to clearly stipulate that in
case either of the two parties violates the
corporate social responsibility policy, the other
party can terminate or dissolve the contracts.
None
4. Enhancing
Information
Disclosure.
Does the company
Responsibility Best Practice Principles” and
“Corporate Social Responsibility Report” as
well as the concrete information about the
corporate social responsibilityimplementation
None

~62~

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from
“Corporate Social
Responsibility(CSR)
Best Practice
Principles of
TWSE/TPEx Listed
Companies” and
Reasons
Yes No Abstract Explanation
disclose relevant
and reliable
information
regarding its
corporate social
responsibility on
its website and the
Market
Observation Post
System (MOPS)?
on the “Corporate Social Responsibility”
section of its website, the company also
uploads the above-mentioned regulations and
report to the Market Observation Post System
of the TWSE. The company also releases the
information concerning greenhouse gas
emission and reduction, employee welfare
policies and interest-safeguarding measures to
facilitate check by investors and understanding
by employees. In case there is any
information associated with the company’s
corporate social responsibility in the future, the
company will not only issue a press release on
its website, but will also publicize major
information or apply for making an official
announcement in accordance with related rules
and regulations.
5. If the Company has established the corporate social responsibility principles based on “the Corporate
Social Responsibility Best-Practice Principles for TWSE/TPEx Listed Companies”, please describe
any discrepancy between the Principles and their implementation:
The company passed the formulation of its “Corporate Social Responsibility Best Practice
Principles” at its board of directors held on June 18, 2014, and revised the principles on March 25,
2015 and December 20 2016. For details about the operating situation and concrete practices
associated with the company’s corporate social responsibility, please see the instructions on the
“Fulfillment of Corporate Social Responsibility” as seen in this annual report, and access the
“Corporate Social Responsibility” section of the company’s website at
http://www.scinopharm.com.tw/Responsibility.asp.Following an evaluation, the company finds little
discrepancy between its corporate social responsibility fulfilment situation and the relevant
principles set bythe company.
6. Other important information to facilitate better understanding of the company’s corporate social
responsibility practices
ScinoPharm Taiwan has been devoted to observing the corporate ethics, enforcing fair competition,
safeguarding the interests of customers, maintaining good relations with communities, and giving
feedbacks to the society, making it really an enterprise dedicated to fulfilling its corporate social
responsibility. The implementation of the related tasks in this regard is as follows:
(1) Safety and Health:
The company and its affiliates have formulated well-rounded standard operating procedures (SOP)
for employees to observe stringently, and have also installed sound first-aid medical devices that are
periodically examined and renewed. In addition, the company conducted in 2016 a general physical
examination for all its staff and enforced additional examination items for employees engaged in
special operations.
In line with the requirement of the revised "Occupational Safety and Health Act," drafted by the
Occupational Safety and Health Administration, the Ministry of Labor, in addition to considering
the need of adjust the work schedule of pregnant employees and exempt them from late night shift
(10:00 p.m. to 6:00 a.m. next day), the company also has health management specialist conduct risk
evaluation for those employees, so as to safeguard their and their children's health and safety.
  1. If the Company has established the corporate social responsibility principles based on “the Corporate Social Responsibility Best-Practice Principles for TWSE/TPEx Listed Companies”, please describe any discrepancy between the Principles and their implementation:

The company and its affiliates have formulated well-rounded standard operating procedures (SOP) for employees to observe stringently, and have also installed sound first-aid medical devices that are periodically examined and renewed. In addition, the company conducted in 2016 a general physical examination for all its staff and enforced additional examination items for employees engaged in special operations.

In line with the requirement of the revised "Occupational Safety and Health Act," drafted by the Occupational Safety and Health Administration, the Ministry of Labor, in addition to considering the need of adjust the work schedule of pregnant employees and exempt them from late night shift (10:00 p.m. to 6:00 a.m. next day), the company also has health management specialist conduct risk evaluation for those employees, so as to safeguard their and their children's health and safety.

~63~

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from
“Corporate Social
Responsibility(CSR)
Best Practice
Principles of
TWSE/TPEx Listed
Companies” and
Reasons
Yes No Abstract Explanation
(2) Environmental Protection:
The company actively participates in the united management mechanism for safety, health and
environmental protection operations in the Southern Taiwan Science Park, and promotes internal
energy, power and water conservation campaigns, while also complying with the government’s
environmental protection policy by actualizing the recycling of garbage resources to boost the use
of recycled substances with lower impact on the environment. The company’s other internal
environmental protection measures include: retrieving the condensate emissions from the reverse
osmosis water machines and air conditioners to cooling towers for re-utilization, and adopting
water-saving faucets to reduce daily use of water.
(3) Artistic and Cultrual activities:
The company sponsors exhibitions of artistic and cultural works planned by the AAEON
FOUNDATION that is dedicated to domestic public arts promotion in the amount of NT$25,000 to
show its support for domestic artistic and cultural creation and innovation activities. Besides, in
order to upgrade the nurturing of living aesthetics and humanistic spirit among those working in the
Southern Taiwan Science Park, the company has hosted the “ScinoPharm Arts” lecture series for
seven years in a row, inviting heavyweight lecturers to provide a spate of wonderful living and
spiritual feasts. It has been calculated that events of ScinoPharm Taiwan's artistic forum have drawn
the participation of 7,000 person/times and have become a major annual artistic/literary event of the
Southern Taiwan Science Park. With the theme of "redefining oneself," the 2016 ScinoPharm
Taiwan artistic forum invited four lecturers with outstanding performance in their respective fields,
including Jimmy, Lang Tsu-yun, Tsai Shih-ping, and Shih Yi-nan, who shared with audience their
life experience, helping them take a respite from their hectic daily schedule for self reflection and
thereby regain enthusiasm and meaningfulness of life. The 2016 forum drawn participation of 1,400
person-times.
(4) Community Welfare:
The company joins forces with its staff to help social welfare groups serving physically and
mentally handicapped people as well as children of disadvantaged families in the neighboring
communities organize charity-oriented sales activities with the groups including Tosun Public
Interest Foundation, Taiwan Olive Garden Public Care Association, and World Vision International,
held charity-oriented movie watching events. Taiwan Olive Garden Public Care Association serves
mainly children of underprivileged families, including those with inadequate family function or
poor ones, offering them assistance for after-school study and care, so that they can have a
well-supported hopeful childhood. ScinoPharm Taiwan understands that during their growth period,
those children need the support of resources provided by the social public. For them, movie
watching, an ordinary experience for others, may be unforgettable wonderful experience. Over 200
children took part in the event in 2016.
(5) Emergency Relief:
When major disasters occurred in the past years, the company used to take the lead to initiate
donation campaigns, inspiring people to exploit their benevolent spirit to contribute to disaster
reliefs. The company also organized many blood donation activities, encouraging its employees to
donate blood to help hospitals ease the blood strain. In 2016, ScinoPharm Taiwan's employees
donated 15,000 CC of blood. In 2016, by continuing participation in the "Love Emanating from
Southern Taiwan Science Park," the company rallied employees to donate money for the campaign
raising fund to subsidize underprivileged families. In 2016, the company's employees donated NT$1
million to help with victims of the big earthquake in Tainan.

The company actively participates in the united management mechanism for safety, health and environmental protection operations in the Southern Taiwan Science Park, and promotes internal energy, power and water conservation campaigns, while also complying with the government’s environmental protection policy by actualizing the recycling of garbage resources to boost the use of recycled substances with lower impact on the environment. The company’s other internal environmental protection measures include: retrieving the condensate emissions from the reverse osmosis water machines and air conditioners to cooling towers for re-utilization, and adopting water-saving faucets to reduce daily use of water.

The company sponsors exhibitions of artistic and cultural works planned by the AAEON FOUNDATION that is dedicated to domestic public arts promotion in the amount of NT$25,000 to show its support for domestic artistic and cultural creation and innovation activities. Besides, in order to upgrade the nurturing of living aesthetics and humanistic spirit among those working in the Southern Taiwan Science Park, the company has hosted the “ScinoPharm Arts” lecture series for seven years in a row, inviting heavyweight lecturers to provide a spate of wonderful living and spiritual feasts. It has been calculated that events of ScinoPharm Taiwan's artistic forum have drawn the participation of 7,000 person/times and have become a major annual artistic/literary event of the Southern Taiwan Science Park. With the theme of "redefining oneself," the 2016 ScinoPharm Taiwan artistic forum invited four lecturers with outstanding performance in their respective fields, including Jimmy, Lang Tsu-yun, Tsai Shih-ping, and Shih Yi-nan, who shared with audience their life experience, helping them take a respite from their hectic daily schedule for self reflection and thereby regain enthusiasm and meaningfulness of life. The 2016 forum drawn participation of 1,400 person-times.

The company joins forces with its staff to help social welfare groups serving physically and mentally handicapped people as well as children of disadvantaged families in the neighboring communities organize charity-oriented sales activities with the groups including Tosun Public Interest Foundation, Taiwan Olive Garden Public Care Association, and World Vision International, held charity-oriented movie watching events. Taiwan Olive Garden Public Care Association serves mainly children of underprivileged families, including those with inadequate family function or poor ones, offering them assistance for after-school study and care, so that they can have a well-supported hopeful childhood. ScinoPharm Taiwan understands that during their growth period, those children need the support of resources provided by the social public. For them, movie watching, an ordinary experience for others, may be unforgettable wonderful experience. Over 200 children took part in the event in 2016.

When major disasters occurred in the past years, the company used to take the lead to initiate donation campaigns, inspiring people to exploit their benevolent spirit to contribute to disaster reliefs. The company also organized many blood donation activities, encouraging its employees to donate blood to help hospitals ease the blood strain. In 2016, ScinoPharm Taiwan's employees donated 15,000 CC of blood. In 2016, by continuing participation in the "Love Emanating from Southern Taiwan Science Park," the company rallied employees to donate money for the campaign raising fund to subsidize underprivileged families. In 2016, the company's employees donated NT$1 million to help with victims of the big earthquake in Tainan.

~64~

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from
“Corporate Social
Responsibility(CSR)
Best Practice
Principles of
TWSE/TPEx Listed
Companies” and
Reasons
Yes No Abstract Explanation
(6) Assistance in Promoting Exchanges Between Academic and Industrial Sectors:
The company sets up “ScinoPharm Thesis Scholarship” in cooperation with the Chemical Society
Located in Taipei, and actively sponsors seminars held by biotech and chemical engineering
departments of domestic universities and colleges. In addition, ScinoPharm also arranges tours of
the company by students to make them better understand the pharmaceutical industry and help
cultivate talents. Provide NT$100,000 in sponsorship a year to make students better understand the
pharmaceutical industry and help cultivate talents. The company receives students from the
Research Center of Biotechnology, the Southern Taiwan University of Science and Technology, and
the Department of Occupational Safety and Health, Chung Hwa University of Medical Technology,
helping them understand the latest development status of the industry and building a
communications channel with the academia. In addition, in partnership with the Southern Taiwan
Science Park Bureau, the company received visitors from the University of California and
introduced to them the development status of Taiwan's pharmaceutical industry. In total, the
company received 120 visitors.
(7) Social Contributions:
The company endeavors to create investment gains for shareholders and fully assume its corporate
social responsibility. In addition, the company shows high regard for the interests of employees and
follows the Labor Standards Act to create job opportunities, hiring over 600 employees. To help
local students enter the job market, took part in the talent recruitment events held at the campuses of
National Taiwan University, National Tsing Hua University, and Academia Sinica, on top of
providing internships to students from seven universities, facilitating job preparation by students
and cultivation of industrial talents.
7. A clear statement shall be made below if the corporate social responsibility reports were verified by
external certification institutions:
The company is working on the compilation of the 2016 “Corporate Social Responsibility Report”
based on the GRI 4.0 (Global Reporting Initiative) Sustainability Reporting Guidelines, and plans to
commission the Sustainable Development Center of the National Cheng Kung University to invite
experts to offer comments and suggestions on the content of the report. The Chinese and English
versions of the 2014 “Corporate Social Responsibility Report” has been uploaded to the TWSE’s
Market Observation Post System and posted on the “Corporate Social Responsibility” section of the
company’s own website. Plan to send 2016 CSR report to a fair thirdpartyfor certification.

The company sets up “ScinoPharm Thesis Scholarship” in cooperation with the Chemical Society Located in Taipei, and actively sponsors seminars held by biotech and chemical engineering departments of domestic universities and colleges. In addition, ScinoPharm also arranges tours of the company by students to make them better understand the pharmaceutical industry and help cultivate talents. Provide NT$100,000 in sponsorship a year to make students better understand the pharmaceutical industry and help cultivate talents. The company receives students from the Research Center of Biotechnology, the Southern Taiwan University of Science and Technology, and the Department of Occupational Safety and Health, Chung Hwa University of Medical Technology, helping them understand the latest development status of the industry and building a communications channel with the academia. In addition, in partnership with the Southern Taiwan Science Park Bureau, the company received visitors from the University of California and introduced to them the development status of Taiwan's pharmaceutical industry. In total, the company received 120 visitors.

The company endeavors to create investment gains for shareholders and fully assume its corporate social responsibility. In addition, the company shows high regard for the interests of employees and follows the Labor Standards Act to create job opportunities, hiring over 600 employees. To help local students enter the job market, took part in the talent recruitment events held at the campuses of National Taiwan University, National Tsing Hua University, and Academia Sinica, on top of providing internships to students from seven universities, facilitating job preparation by students and cultivation of industrial talents.

The company is working on the compilation of the 2016 “Corporate Social Responsibility Report” based on the GRI 4.0 (Global Reporting Initiative) Sustainability Reporting Guidelines, and plans to commission the Sustainable Development Center of the National Cheng Kung University to invite experts to offer comments and suggestions on the content of the report. The Chinese and English versions of the 2014 “Corporate Social Responsibility Report” has been uploaded to the TWSE’s Market Observation Post System and posted on the “Corporate Social Responsibility” section of the company’s own website. Plan to send 2016 CSR report to a fair third party for certification.

~65~

3.4.6 Ethical Corporate Management

Evaluation Item Implementation Status Deviations from
the Ethical
Corporate
Management Best
Practices
Principles for
TWSE listed
companies and
reasons
Yes No Abstract Illustration
1. Establishment of ethical
corporate management
policies and programs
(1)Does the company
declare its ethical
corporate management
policies and procedures in
its guidelines and external
documents, as well as the
commitment from its
board to implement the
policies?


In order to deepen integrity-based
management culture and to further
strengthen business development, the
board of directors formulated a set of
“Code of Business Integrity” on December
9, 2010, which was further amended on
March 26, 2012 and August 4, 2015,
respectively, and consequently posted on
the Market Observation Post System
(MOPS) of the Taiwan Stock Exchange, as
well as on the company’s website. The
company also sets up relevant internal
operating standards and control systems to
examine all aspects of business operations
on a fixed-time basis, and then deliver the
inspection results to the Board for
approval. This practice not only serves as
the basis for the implementation of the
integrity management, but also highlights
the company’s policy and tactics as well as
the commitment of its Board and
management to realize integrity policy.
Related information on the integrity
management has also been disclosed in
other outgoing documents, including the
corporate social responsibilityreport.
None
(2)Does the company
establish policies to
prevent unethical conduct
with clear statements
regarding relevant
procedures, guidelines of
conduct, punishment for
violation, rules of appeal,
and the commitment to
implement the policies?
In addition to the “Code of Business
Integrity,” the company has also drawn up
other regulations, including “Operating
Procedures and Guidelines for Integrity
Management,” “Code of Ethics” and
“Code of Conduct” and declared those
through internal email system and
corporate website. The company also
stresses and promotes the importance of
integrity during the training courses for
new employees, setting a clearer direction
for them to avoid conflicts of interest or
receipts of improper benefits when facing
other colleagues, customers, suppliers and
general public. Related requirements are
included in the employee performance
appraisal system to periodically assess and
ensure the implementation of the integrity
policy. For anyviolation of rules or
None

~66~

Evaluation Item Implementation Status Deviations from
the Ethical
Corporate
Management Best
Practices
Principles for
TWSE listed
companies and
reasons
Yes No Abstract Illustration
suspected violations of any conduct, there
are relevant reporting mechanism and
disciplineprovisions.
(3)Does the company
establish appropriate
precautions against
high-potential unethical
conducts or listed
activities stated in Article
2, Paragraph 7 of the
Ethical Corporate
Management
Best-Practice Principles
for TWSE/TPEx Listed
Companies?
Based on the “Code of Business Integrity”
and “Operating Procedures and Guidelines
for Business Integrity”, the company’s
directors, managers and employees are
required to adopt necessary procedures to
prevent from making illegal payment,
taking bribery and offering illegal
campaign contributions; to not provide or
accept any unreasonable gifts,
entertainment or other improper benefits so
as to avoid the receipt of personal benefits
at the expense of corporate interest.
Additionally, the company also has set
aside a “Stakeholders” special column and
“Unethical Behavior Reporting System" on
its corporate website to proclaim and
maintain the core value of corporate
integrity and its basic principle to
implement the government’s rules. The
stakeholders can communicate and discuss
related issues with the correspondent units
through the stakeholder column.


None
2. Fulfill operations integrity
policy
(1)Does the company
evaluate business
partners’ ethical records
and include ethics-related
clauses in business
contracts?

The company has set up a filing system to
manage the relationships with its
contractors and has also been evaluating
the integrity of its clients and suppliers
through their credit lines and other
appraisal systems in order to prevent
untrustworthy activities from happening.
The company also stipulates integrity
provisions in the contracts it signs with
corresponding contractors. Should the
contents violate the article of
"integrity-oriented management," the
company can terminate or revoke the
contract.
None
(2)Does the company
establish an exclusively
(or concurrently)
dedicated unit supervised
by the Board to be in
charge of corporate
integrity?
The company has also appointed the
business integrity promotional task forces
of relevant administration, human
resources, legal affairs and finance
departments to compile and examine the
operations related to execution, promotion
and consultation of the business integrity
None

~67~

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from
the Ethical
Corporate
Management Best
Practices
Principles for
TWSE listed
companies and
reasons
Yes No Abstract Illustration
policy by individual corporate
departments. Report on the execution in
fiscal 2016 was presented in a meeting of
the board of directors in Dec. 2016.
(3)Does the company
establish policies to
prevent conflicts of
interest and provide
appropriate
communication channels,
and implement it?
The formulation of the “Code of Business
Integrity,” “Operating Procedures and
Guidelines for Integrity Management,”
“Code of Ethics” and “Code of Conduct”
are dedicated to high-level of management
including directors and managers, as well
as all employees, clearly defining the
policy to avoid conflicts of interest, and
providing adequate channels to report
illegal conducts or violations of ethics and
other guidelines. All relevant units are
required to implement these rules in order
to maintain the spirit of the integrity
management of the company.
None
(4)Has the company
established effective
systems for both
accounting and internal
control to facilitate ethical
corporate management,
and are they audited by
either internal auditors or
CPAs on a regular basis?

To fulfill the integrity management,
effective accounting and internal control
systems have also been set up, enabling
auditing department to examine the
execution of related policies periodically
and to submit its reports to the board of
directors. Additionally, in order to ensure
continued effectiveness of the system as
well as its execution, the company also
examines and modifies related codes and
operating procedures annually so as to
establish a sound corporate governance
and risk control mechanism with which the
company can assess the effectiveness of its
internal control system and issue related
statements
None
(5)Does the company
regularly hold internal
and external educational
trainings on operational
integrity?
The company will provide legitimacy and
integrity training courses to newly
recruited employees in accordance with
related regulations and will further
enhance their understanding of the spirit
and execution of related rules, including
“Code of Business Integrity,” “Operating
Procedures and Guidelines for Integrity
Management,” “Code of Ethics” and
“Code of Conduct” through internal
networks, e-mail systems and other
trainingcourses.
None

~68~

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from
the Ethical
Corporate
Management Best
Practices
Principles for
TWSE listed
companies and
reasons
Yes No Abstract Illustration
3. Operation of the integrity
channel
(1)Does the company
establish both a
reward/punishment
system and an integrity
hotline? Can the accused
be reached by an
appropriate person for
follow-up?
The company has established adequate
channels to encourage the reporting of
suspected illegal conducts or violations of
related stipulations set forth in the “Code
of Business Integrity,” “Operating
Procedures and Guidelines for Integrity
Management,” “Code of Ethics” and
“Code of Conduct” as a means to
safeguard the spirit of integrity
management. While all employees are able
to submit their opinions through
“Employee Communication Box,” the
company has also set aside special
columns “Stakeholders” and “Unethical
Behavior Reporting System" on its
website, enabling employees and relevant
personnel to report suspected illegal and
unethical conducts, with which the
company will assign appropriate staff from
the administration, human resources, legal
and related departments to jointly address
alleged issues.
None
(2)Does the company
establish standard
operating procedures for
confidential reporting on
investigating accusation
cases?
The company will approach all of reported
cases and follow-up investigations with
extremely
confidential
and
stringent
attitude based on standard procedures and
secrecy mechanism conforming to internal
rules and regulations.





None
(3)Does the company
provide proper
whistleblower protection?

Personal data provided by informants,
unless otherwise stipulated by law, the
company will be kept the data
confidentially and take appropriate
protective measures in accordance with
laws to safeguard personal information and
privacy of informants so as to prevent
these persons from receiving retaliation
and unfair treatment.

None
4. Strengthening information
disclosure
(1)Does the company
disclose its ethical
corporate management
policies and the results of
its implementation on the
company’s website and

The company’s “Code of Business
Integrity” has been uploaded to “Market
Observation Post System (MOPS), as well
as on the “Investors” column of corporate
website, allowing all employees and
general public to make inquiries at any
time. Additionally, related information
pertainingto business integrityhas also
None

~69~

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from
the Ethical
Corporate
Management Best
Practices
Principles for
TWSE listed
companies and
reasons
Yes No Abstract Illustration
MOPS been disclosed in the annual reports and
corporate social responsibility reports
posted on the MOPS and corporate
website.
5. If the company has established the ethical corporate management policies based on the Ethical
Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies, please
describe any discrepancy between the policies and their implementation.
In accordance with the rules set on the “Rules for Business Integrity by Listed Companies,” the
company has set up and promulgated “Code for Business Integrity,” “Operating Procedures and
Guidelines for Integrity Management,” “Administrative Rules on Transaction with Stakeholders,
Designated and Associated Companies,” “Operating Procedures for Major Internal Information,”
“Code of Self-Discipline for Disclosing Acquisition Information,” “Code of Ethics,” and “Code of
Conduct.” In addition to requiring relevant departments and all of employees to follow these rules,
the company has also asked its subsidiaries to abide the spirit of integrity policy set forth by the
parent company and to implement related regulations. Overall, the practice of business integrity and
the law-abidingrequirement for subsidiaries are identical to theparent company.
6.Other important information to facilitate a better understanding of the company’s ethical corporate
management policies (e.g., review and amend its policies).
While operating the company in accordance with related laws and regulations, the company also
periodically holds courses pertaining to corporate governance, insider trading management and
code of conducts for employees, as well as dispatching relevant units to participate in related
courses including taxation, legal risk and corporate governance to promote business integrity and
morality.
The company has also been upholding the highest standards to promote the use of principles of
honest, trustworthy and transparency to engage in business activities so as to protect the interest of
stakeholders and deepen the spirit of business integrity into corporate ethics and culture for
ramping up reputation and sustainable growth. Coping with changing management environment,
the company also reviews and amends related rules, operating procedures and guidelines for
integritymanagement in order to meet legal requirements and expectations of stakeholders.

3.4.7 Corporate Governance Guidelines and Regulations

To enhance risk control mechanism and to comply with the spirit of corporate governance, as well as to cope with the listing of the company’s shares on the stock market and the formulation and amendment of rules and regulations by relevant governing agencies, the company has also successively drawn or amended a number of sets of rules and guidelines, including “Processing Procedures for Acquisition and Disposal of Assets,” “Operating Procedures for Providing Endorsement and Guarantee,” “Operating Procedures for Lending Funds to Others,” “Rules for Shareholders Meeting,” “Rules for Board of Directors Meeting,” “Regulations for Election of Directors and Supervisors,” “Rules on Terms of Reference for Independent Directors,” “Regulations for Organization of Compensation Committee,” “Self-discipline for Revealing Acquisition Information,” “ Rules for Transaction among Stakeholders, Designated Companies and Corporate Groups,” “Code of Business Integrity,” “Operating Procedures and Guidelines for Business Integrity,” “Code of Ethics,” “Code of Conduct,” “Operating Procedures for Processing Major Internal Information,” “Practical Guidelines for Corporate Governance,” and “ Practical Guidelines

~70~

for Corporate Social Responsibility,” as well as complete internal control and auditing systems. All related rules and regulations have been posted on the MOPS and corporate website. For related information, please check with the company’s web: www.scinopharm.com.tw via Investors/Corporate Governance/Major Ruling or Code of Ethics.

3.4.8 Other Important Information Regarding Corporate Governance

  • 3.4.8.1. While integrity is the fundamental of the company, the establishment of a working environment based on pluralism, equality, mutual trust and respectfulness has also been the company's business philosophy. Thus, the formulation of “Code for Business Integrity,” “Operating Procedures and Guidelines for Integrity Management,” “Code of Ethics,” and “Code of Conduct” will enable high-level management and all of employees to understand related laws and rules they have to abide and the ethics they have to put into practice during their work, and to realize the company’s expectations on behavior of its employees, cooperation partners and suppliers. These are not only the bases for senior management and all of colleagues to conduct their behavior, but will also help lift up the quality of behavior and professional ethics, which will be instrumental to sustainable growth and future development of the company.

  • 3.4.8.2.To enable employees to reveal suspected violated conducts through appropriate channels, the company has set a communication box and related protection measures. More information can be found at the company’s website: www.scinopharm.com.tw, to see related regulations from the special column Investors/Corporate Governance/Code of Ethical Conduct/Code of Conducts.

  • Additionally, in order to establish an open, transparency and effective communication channel with stakeholders to understand the demand of each side, and to be used as reference to formulate the policy and activities for carrying out corporate social responsibility, the company sets up a special “Stakeholders” column on its website, attached with a “Reporting System for Violating Code of Ethics” providing stakeholders with an adequate communication and reporting channel. For more information, please see the “Stakeholders’ section at www.scinopharm.com.tw.

  • 3.4.8.3. To continue enriching related information on corporate governance for advanced study, the company also takes the initiation to inform all members of its directors and independent directors to arrange courses. 15 directors and independent directors attended such courses, whose curricular are listed below. The training complies with the ruling of “Key Points for Promoting Advanced Studies by Directors, Supervisors of Listed Companies.”

2016 Directors’ and Independent Directors’ training records

As of 12/31/2016 As of 12/31/2016 As of 12/31/2016
Ite
m
Title Name Date of
Appointment
Study period Sponsoring
Organization
Course Training
hours
2016
Training
total
hours

Is training
record
fulfill the
requirement
From To
1 Institutional
Shareholder
Representative
Kao-Huei
Cheng
06/18/2009 03/22/2016 03/22/2016 Taiwan Corporate
Governance
Association

Trend of corporate
governance
3.0 12.0 Yes
04/22/2016 04/22/2016 Taiwan Corporate
Governance
Association

How should
enterprises cope with
white-collar crimes
nowadays
3.0
08/08/2016 08/08/2016 Taiwan Corporate
Governance
Association

Use of big-data
analysis in detection
of corporate
irregularities
3.0
10/28/2016 10/28/2016 Taiwan Institute
of Directors
Global deployment
and cross-border
managementplanning
3.0
2 Institutional
Shareholder
Representative
Chih-Hsien
Lo
07/06/2010 04/22/2016 04/22/2016 Taiwan Corporate
Governance
Association

How should
enterprises cope with
white-collar crimes
3.0 6.0 Yes

~71~

Ite
m
Title Name Date of
Appointment
Study period Study period Sponsoring
Organization
Course Training
hours
2016
Training
total
hours
Is training
record
fulfill the
requirement
From To
nowadays
10/28/2016 10/28/2016 Taiwan Institute
of Directors
Global deployment
and cross-border
managementplanning
3.0
3 Institutional
Shareholder
Representative
Tsung-Ming
Su
07/06/2010 04/22/2016 04/22/2016 Taiwan Corporate
Governance
Association
How should
enterprises cope with
white-collar crimes
nowadays
3.0 12.0 Yes
06/16/2016 06/16/2016 Securities and
Futures Institute
Award-granted
ceremony for 2nd
corporate-governance
evaluation and
lectures on specific
topics
3.0
09/26/2016 09/26/2016 Taiwan Academy
of Banking and
Finance
Corporate governance
forum--cross-Strait
anti-tax evasion law
3.0
10/28/2016 10/28/2016 Taiwan Institute
of Directors
Global deployment
and cross-border
managementplanning
3.0
4 Institutional
Shareholder
Representative
Kun-Shun
Tsai
06/23/2015 05/20/2016 05/20/2016 Taiwan Corporate
Governance
Association
Functions and
performance
evaluation of the
board of directors
3.0 6.0 Yes
10/28/2016 10/28/2016 Taiwan Institute
of Directors
Global deployment
and cross-border
managementplanning
3.0
5 Institutional
Shareholder
Representative
Tsung-Pin
Wu
06/23/2015 04/22/2016 04/22/2016 Taiwan Corporate
Governance
Association
How should
enterprises cope with
white-collar crimes
nowadays
3.0 6.0 Yes
10/28/2016 10/28/2016 Taiwan Institute
of Directors
Global deployment
and cross-border
managementplanning
3.0
6 Institutional
Shareholder
Representative
Yung-Fa
Chen
06/23/2015 04/22/2016 04/22/2016 Taiwan Corporate
Governance
Association
How should
enterprises cope with
white-collar crimes
nowadays
3.0 6.0 Yes
10/28/2016 10/28/2016 Taiwan Institute
of Directors
Global deployment
and cross-border
managementplanning
3.0
7 Institutional
Shareholder
Representative
Po-Wu Gean 06/18/2009 07/15/2016 07/15/2016 Securities and
Futures Institute
Sessions on legal
abidance by insiders
of listed companies
for trading in equity
stake
3.0 6.0 Yes
12/02/2016 12/02/2016 Securities and
Futures Institute
Advanced workshops
on practical affairs for
directors (including
independent directors)
and
supervisors--corporate
governance and
corporate social
responsibility
3.0
8 Institutional
Shareholder
Representative
Ming-Shi
Chang
06/23/2015 04/21/2016 04/21/2016 Securities and
Futures Institute
2016 corporate
governance serial
forums--insider
trading and corporate
social responsibility
3.0 6.0 Yes
07/12/2016 07/12/2016 Securities and
Futures Institute
Sessions on legal
abidance by insiders
of listed companies
for trading in equity
stake
3.0
9 Institutional
Shareholder
Representative
Shiow-Ling
Kao
07/05/2010 04/22/2016 04/22/2016 Taiwan Corporate
Governance
Association
How should
enterprises cope with
white-collar crimes
nowadays
3.0 6.0 Yes
10/28/2016 10/28/2016 Taiwan Institute
of Directors
Global deployment
and cross-border
managementplanning
3.0

~72~

Ite
m
Title Name Date of
Appointment
Study period Study period Sponsoring
Organization
Course Training
hours
2016
Training
total
hours
Is training
record
fulfill the
requirement
From To
10 Institutional
Shareholder
Representative
Chiou-Ru
Shih
07/06/2010 04/22/2016 04/22/2016 Taiwan Corporate
Governance
Association

How should
enterprises cope with
white-collar crimes
nowadays
3.0 6.0 Yes
10/28/2016 10/28/2016 Taiwan Institute
of Directors
Global deployment
and cross-border
managementplanning
3.0
11 Institutional
Shareholder
Representative
Po-Ming Hou 11/10/2016 04/22/2016 04/22/2016 Taiwan Corporate
Governance
Association

How should
enterprises cope with
white-collar crimes
nowadays
3.0 6.0 Yes
10/28/2016 10/28/2016 Taiwan Institute
of Directors
Global deployment
and cross-border
managementplanning
3.0
12 Institutional
Shareholder
Representative
Kuo-His
Wang
01/11/2016 07/15/2016 07/15/2016 Securities and
Futures Institute
Sessions on legal
abidance by insiders
of listed companies
for trading in equity
stake
3.0 6.0 Yes
09/12/2016 09/12/2016 Taipei
Exchange(GreTai
Securities
Market)
Sessions on legal
abidance by insiders
of over the counter
companies and
EmergingStock
3.0
13 Independent
Director
Wei-Cheng
Tia
06/13/2012 07/12/2016 07/12/2016 Securities and
Futures Institute
Sessions on legal
abidance by insiders
of listed companies
for trading in equity
stake
3.0 6.0 Yes
10/20/2016 10/20/2016 Securities and
Futures Institute
11th Taipei Corporate
Governance Forum
3.0
14 Independent
Director
Ih-Jen Su 12/09/2010 03/31/2016 03/31/2016 Securities and
Futures Institute
2016 corporate
governance serial
forums--insider
trading and corporate
social responsibility
3.0 6.0 Yes
09/01/2016 09/01/2016 Securities and
Futures Institute
Seminar on
integrity-oriented
management and
corporate social
responsibility--Kaohsi
ung session 9/1 (first
phase)
3.0
15 Independent
Director
Wei-te Ho 06/13/2012 07/15/2016 07/15/2016 Securities and
Futures Institute
Sessions on legal
abidance by insiders
of listed companies
for trading in equity
stake
3.0 6.0 Yes
12/12/2016 12/12/2016 Accounting
Research and
Development
Foundation
Workshop on practical
affairs related to the
compilation of
consolidated financial
statement:
consolidated
cash-flow table and
income tax
3.0

~73~

  • 3.4.8.4. In order to instill correct concept about corporate governance in managerial staffers, the company has been continuously arranging attendance of courses, held by external units, on corporate governance by managerial staffers, in order to attain the materialization of sound corporate governance. List of such courses attended by the company's managerial staffers follows:

2016 Executive Offices’ training records

As of 12/31/2016 As of 12/31/2016 As of 12/31/2016
Item Title Name Date of
Appointment
Study period Sponsoring
Organization
Course Training
hours
2016
Training
total
hours
Is training
record
fulfill the
requirement
From To
1 Vice President
Administration

Tsung-Jung
Yen
07/01/2014 04/22/2016 04/22/2016 Taiwan
Corporate
Governance
Association
How should
enterprises cope with
white-collar crimes
nowadays
3.0 6.0 Yes
10/28/2016 10/28/2016 Taiwan Institute
of Directors
Global deployment
and cross-border
management planning
3.0
2 Director
Finance
Chih-Hui
Lin
06/01/2010 04/22/2016 04/22/2016 Taiwan
Corporate
Governance
Association
How should
enterprises cope with
white-collar crimes
nowadays
3.0 18.0 Yes
07/22/2016 07/22/2016 National Cheng
Kung University


Follow-up Advanced
Study by Accounting
Executives
6.0
09/30/2016 09/30/2016 Accounting
Research and
Development
Foundation
Key role of "major
information" in
economic crimes:
legal liabilities and
case study
3.0
10/28/2016 10/28/2016 Taiwan Institute
of Directors
Global deployment
and cross-border
management planning
3.0
11/10/2016 11/10/2016 Accounting
Research and
Development
Foundation
How to utilize
consolidated
statements in
enhancing
management
performance
3.0

~74~

3.4.9 Implementation Status of Internal Control System

3.4.9.1 Internal Control Declaration (translated from Chinese)

Statement of Internal Control System

Date: March 28, 2017

The internal control system from January 1 to De cemb er 31, 201 6, accord ing to the result of self -asses sm ent is thus stated as follows :

  1. The Co mpany acknowle dges that the imp le me ntati on and ma intenanc e of internal control syste m is the re sponsibility of Board of Dire ctors and man agem ent, and the Company has es tablish ed such syste m. The internal cap ital syste m is a im ed to reasonably assure tha t the goals such as th e effectiveness and th e e fficiency of operations (including pro fitability , performa nce and protec tion of assets) , the reliability of financia l r eporting and the co mpliance of applicable la w a nd regulation s are achieved.

  2. The internal control system h as its innate res triction. An effective in ternal control system can only ensure the foregoing three goals are achieved; neverthe le ss, due to the change of environment a nd conditions, the effec tiveness of internal control syste m will be changed a ccordingly. However, the in ternal contro l syste m of the Company has self-monitoring function and the Company will take corrective a ction once any defect is identifi ed.

  3. According to th e effec tive judgment ite ms for th e internal control syste m spe cified in “Highlights for Imple m entation of Es tabli sh ing Internal control System by Listed Companies” (herein afte r referred to as “H ighlights") promulga ted by Securities and Futures Commiss ion , M inistry of Finance R.O. C. , the Company has m ade judgment whether or not the design and exe cution of in ternal con trol syste m is effective. The judgment ite ms for internal control adopted by “ Highlights” are, b ased o n the process of m anage ment control, for classifying the internal control into fi ve ele men ts: 1.Control environment; 2.Risk assessm ents; 3. Control activit ies; 4.Informa tion and com munication; and 5.Monitoring. Ea ch ele ment also includes a c ertain number of ite ms. For the foregoing ite ms , refer to “H ighlights".

  4. The Company has adopted the aforesaid judgment items for internal control to evaluate the effectiv eness of design and execution of inte rnal control system .

  5. Based on the above -m e ntioned result of evalu ation, the Company sug gests tha t th e internal control sys te m, including the des ign and execution of internal control relating to the effectiven ess and ef ficiency of operation , the reliability of financial reporting , the compliance of applicable law and regulatio ns has been effective a nd they can reasonably assure the aforesaid goa ls have be en achieved.

  6. This s tatem ent will be the m ain content for annual report and prospectus and w ill be disclosed public ly. If the above contents have a ny falsehood and concea lment, it will involve in the li ability as m entioned in Article 20, 32, 171 and 174 of Securities and Exchange L aw.

  7. This state ment has been approved by the me etin g of Board of Directors on March 2 8, 2017, and those 1 5 direc tors in presence a ll agre e at the contents of this state ment.

ScinoPharm Taiwan, Ltd. Chairman : Kao-Huei Cheng C.E.O. : Yung-Fa Chen

~75~

  • 3.4.9.2 If the company has commissioned external auditors to review the company's internal control system, the external auditor's report should be disclosed: Not applicable.

3.4.10 Conviction of corporate or employees' wrongdoings, Company's punishment on employee for violation of internal control, major faults and improvements during recent fiscal period and to the publish date of the annual report : None.

3.4.11 Major Resolutions of Shareholders’ Meeting and Board Meetings

  • 3.4.11.1 Major Resolutions and implementation status of 2016 Annual General Shareholders’ Meeting

  • One general shareholders meeting was convened in the fiscal year 2016 and to the publish date of the annual report. The resolutions were summarized as follows.

(I) shareholders' meeting: 2016/06/27

  • a. Approved revision of the "Articles of Incorporation".

  • Implementation status: Received the approval letter from Southern Taiwan Science Park and posted the information on the company's website and the July 4[th] , 2016.

  • b. Adoption of Business Report and Financial Statements for 2015.

  • Implementation status: Accepted the business reports and financial statements of year 2015: In accordance with the company law, all related financial information has been submitted to the government agency for review.

  • c. Adoption of Proposed earnings distribution plan for fiscal year 2015.

  • Implementation status: The Earning Distribution Record Date was set on August 16[th] 2016. and the Distribution Date was set on September 14[th] 2016. (The Company was to distribute:Cash dividend:NT$ 0.3 per share, stock dividend:NT$ 0.4 per share)

  • d. Capital increase by issuing new shares on retained earnings.

  • Implementation status: Increase capital through issuance of 29,243,315 new share using retained earnings of previous years and to distribute 40 new shares free of charge to shareholders for every 1,000 shares.

Received approval from Financial Supervisory Commission R.O.C.(Taiwan) on July 2oth 2016 to set the Earning Distribution Record Date on August 16th 2016. Received the approval from Sothern Taiwan Science Park and register the new shares on August 24th 2016. The new shares for capital increase Distribution Date was set on September 14th 2016. The action following resolution and completing the share distribution was posted on the Market Observation Post System on September 2nd , 2016.

  • e. Proposed revision of the company "the Procedural Rules for Providing Endorsements and Guarantees" and the explanation of the necessity and reasonableness that the aggregate amount of endorsements/guarantees for the Company and its subsidiaries as a whole is set at 100% of the net worth of the Company.

  • Implementation status: Posted the information on the company's website and the Market Observation Post System on July 7, 2016 and abide by the revised procedure.

~76~

  • f. Proposed revision of the company “the Procedural Rules for Providing Lending to Other Persons”.

    • Implementation status: Posted the information on the company's website and the Market Observation Post System on July 7, 2016 and abide by the revised procedure.
  • g. Approved the release of prohibition on Directors’ representatives of the 8th election from participation in competitive business.

    • Implementation status: Approved the release of prohibition on newly assigned Directors’ representatives of the 8th Session- Mr.Kuo-His Wang. The Shareholders’ Meeting Minutes regarding this resolution was posted on the company's website and the Market Observation Post System on July 14[th] , 2016 in compliance with article 209 of the company law.
  • (II) Major Resolutions during the Board of Directors Meetings in 2016 and to the Publish Date of the Annual Report

Seven board meetings were convened in fiscal year 2016 and to the publish date of the annual report. The major resolutions were summarized below.

(1) The sixth meeting of the Eighth Session of Board of Directors

(March 25, 2016)

  • a. Approved the company’s evaluation results regarding the independence and suitability of the CPAs.

  • b. Approved remuneration distribution plans for directors for fiscal 2015.

  • c. Approved remuneration distribution plans for employees and vice president and above for fiscal 2015.

  • d. Approved business and financial reports for fiscal 2015.

  • e. Approved income distribution plan for fiscal 2015.

  • (a) Cash dividend NT$0.3 per share

  • (b) Share dividend NT$0.4 per share.

  • f. Approved to increase capital through issuance of 29,243,315 new share using retained earnings of previous years, and to distribute 40 new shares free of charge to shareholders for every 1,000 shares.

  • g. Approved the proposal submitted at the 2016 annual general shareholders meeting to abolish the restrictions of non-compete clause for representative directors of the eighth session of Board of Directors.

  • h. Approved the date, location and agenda for holding of the 2016 annual general shareholders meeting and relevant operating procedures for acceptance of proposals submitted by shareholders who holds over 1% of outstanding shares.

  • i. Approved the replacement of the Company's financial officer.

  • j. Approved the appointment of chartered certified accountant and remuneration package.

  • k. Approved CPA replacement due to the internal reorganization of accounting firm.

  • l. Approved the renewal contracts signed with financial institutions for long- and short-term credit lines and the transaction amount for derivative financial products, and authorized the company’s chairman to sign the deal.

  • m. Approved to provide guarantees for syndicated loans obtained by ScinoPharm (Changshu) Pharmaceuticals, Ltd.

  • n. Approved “Statement for Internal Control Systems” for fiscal 2015.

~77~

(2) The seventh meeting of the Eighth Session of Board of Directors (May 9, 2016)

  • a. Approved the Consolidated financial statement and Auditor’s report for the first quarter 0f 2016

  • b. Approved the revision of company “Regulations for Organization”.

  • c. Approved the change of director representing the company's overseas subsidiaries.

(3) The eighth meeting of the Eighth Session of Board of Directors

(June 27, 2016)

  • a. Approved the company’s evaluation results regarding the independence and suitability of the CPAs.

  • b. Approved the proposal to issue new shares using retained earnings and the Chairman was authorized by the Board to set the ex-dividend and ex-rights record date, the capital increase record date, the dividend distribution date and other relevant matters.

  • c. Approved CPA replacement due to accounting firm internal reorganization.

(4) The Ninth meeting of the Eighth Session of Board of Director

(August 4, 2016)

  • a. Approved the 2016~2017 Responsibility Insurance renewal for Board Directors and important staffs.

  • b. Approved the consolidated financial reports for the second quarter of 2016.

  • c. Approved the revision of the company "policy of ScinoPharm Group on endorsement, guarantee, loaning, and screening".

  • d. Approved the revision of the company's "Measures Governing Trading with Related Parties, Specific Companies, and Group Enterprises"

  • e. Approved the case involving scrapping of inventories

  • f. Approved the 1st 2016 issuance and related matters of employee stock options.

(5) The tenth meeting of the Eighth Session of Board of Directors

(November 8, 2016)

  • a. Approved the consolidated financial statement and Auditor’s report for the third quarter of 2016

  • b. Approved the revision of the company “Corporate Governance Best Practice Principles”.

  • c. Approved the agreement with Ta Ching Bill Finance Corporation for the increase of short-term credit line and authorization for the chairperson to sign the contract

(6) The eleventh meeting of the Eighth Session of Board of Directors

(December 20, 2016)

  • a. Approved the integrity-based management and corporate social responsibility realization report.

  • b. Approved planned budget for fiscal 2017.

  • c. Approved the company’s audit planning for 2017.

  • d. Approved the revision of the company “Corporate Social Responsibility Best Practice Principles”.

  • e. Approved the revision of the company “Regulations for Organization”.

  • f Approved the promotion of Head Injectable Business Li-Chiao Chang to Vice President of Injectable Business Division and Senior Manager of Quality Assurance Albert Song to Director of QA.

~78~

(7) The twelfth meeting of the Eighth Session of Board of Directors (March 28, 2017)

  • a. Approved the company’s evaluation results regarding the independence and suitability of the CPAs.

  • b. Approved remuneration distribution plans for directors for fiscal 2016.

  • c. Approved remuneration distribution plans for employees and vice president and above for fiscal 2015.

  • d. Approved business and financial reports for fiscal 2016..

  • e. Approved income distribution plan for fiscal 2016.

  • (a) Cash dividend NT$0.3 per share

  • f. Approved to increase capital through issuance of 30,413,047 new share using retained earnings of previous years, and to distribute 40 new shares free of charge to shareholders for every 1,000 shares

  • g. Approved “Statement for Internal Control Systems” for fiscal 2016.

  • h. Approved the ratify of Exclusive Strategic Partnership between Baxter and the company

  • i. Approved the participation of a cash capital increase project of Foresee Pharmaceuticals Co., Ltd.

  • j. Approved the appointment of chartered certified accountant and remuneration package.

  • k. Approved CPA replacement due to the internal reorganization of accounting firm.

  • l. Approved the date, location and agenda for holding of the 2017 annual general shareholders meeting and relevant operating procedures for acceptance of proposals submitted by shareholders who holds over 1% of outstanding shares.

  • m. Approved the renewal contracts signed with financial institutions for long- and short-term credit lines and the transaction amount for derivative financial products, and authorized the company’s chairman to sign the deal.

  • n. Approved the revision of the company “Chop Usage Management Policy”

  • o. Approved the revision of the company “Processing Procedures for Acquisition and Disposal of Assets”.

  • p. Approved the revision of the company “Work Rules”.

3.4.12 Major Issues of Record or Written Statements Made by Any Director or Supervisor Dissenting to Important Resolutions Passed by the Board of Directors: None

3.4.13 Resignation or Dismissal of the Company’s Key Individuals, Including the Chairman, CEO, and Heads of Accounting, Finance, Internal Audit and R&D

As of 4/30/2016
Title Name Date of
Appointment
Date of
Termination
Reasons for
Resignation or
Dismissal
CFO Patricia Chou September 1~~st~~,
2011
March 11th, 2016 Resign

~79~

3.5 Information Regarding the Company’s Audit Fee and Independence

3.5.1 Audit Fee

3.5.1 Audit Fee
Audit Fee Range Statement
Accounting Firm Name of CPA Period Covered by
CPA’s Audit
Remarks
PricewaterhouseCoopers
Taiwan
Yung-Chih
Lin
Ming-Hsien
Lee
January 1st,2016~
December 31st,2016

Units: NT$ thousands

Fee Items
Fee Range
Fee Items
Fee Range
Audit Fee Non-Audit
Fee
Total
1 Under NT$ 2,000,000 V
2 NT$2,000,001 ~ NT$4,000,000
3 NT$4,000,001 ~ NT$6,000,000 V V
4 NT$6,000,001 ~ NT$8,000,000
5 NT$8,000,001 ~ NT$10,000,000
6 Over NT$100,000,000

3.5.2 The amount of non-auditing relevant fees charged by the appointed independent auditors and the related parties reaches 12.73% of the Company's annual auditing expenses.

Accounting Firm Name of
CPA
Audit
Fee
Non-audit Fee Non-audit Fee Period
Covered by
CPA’s Audit

Remarks
System of
Design
Company
Registration
Human
Resource

Other
s
Subtotal
Pricewaterhouse
Coopers, Taiwan
Yung-Chih
Lin
4,500 - 240 - 333 573 January
1st,2016~
December
31st,2016
tax
consulting,
and other
services
fees

Ming-Hsien
Lee
  • 3.5.3 If there is any change in the appointed in dependent auditors and the Company's annual auditing expenses decreased simultaneously, information regarding the amount, percentage and reasons for the decrease in auditing expenses shall be disclosed: Not Applicable.

  • 3.5.4 Auditing expenses decreased by 15% in comparison to the previous year, information regarding the amount, percentage and reason for the decrease in auditing expenses shall be disclosed: Not Applicable.

3.6 Replacement of CPA :

In line with the adjustment of the administrative organization of the contracted accounting firm PwC Taiwan, the company changed CPAs to Tzu-Yu Lin and Ming-Hsien Lee in Q2 2016, from Ming-Hsien Lee and Chien-chih Wu who took the place of Tzu-yu Lin and Ming-Hsien Lee earlier in 2016.

~80~

3.7 If the Company's Chairman, President, or managers responsible for financial and accounting affairs have held any position in the accounting firm or its affiliates during the past year, all relevant information should be disclosed: None.

  • 3.8 Net Change in shareholdings and in shares pledged by directors, supervisors, management, and shareholders holding more than a 10% share in the Company.

3.8.1 Changes in Shareholding of Directors, Supervisors, Managers and Major Shareholders

Title Name 2016 2016 As of Apr 30,2017 As of Apr 30,2017
Holding
Increase
(Decrease)
Pledged
Holding
Increase
(Decrease)
Holding
Increase
(Decrease)
Pledged
Holding
Increase
(Decrease)
Net increase
(decrease) in
shares held
Net increase
(decrease) in
shares held
Net increase
(decrease) in
shares held
Net increase
(decrease) in
shares held
Chairman Uni-President Enterprises Corp 11,093,514 0
0

0
Uni-President Enterprises Corp 69,516 0 0 0
Representative:Kao-Huei Cheng
Directors Uni-President Enterprises Corp 11,093,514 0 0
0
Uni-President Enterprises Corp 0 0 0 0
Representative:Chih-Hsien Lo
Uni-President Enterprises Corp 0 0 0 0
Representative:Tsung-Ming Su
Uni-President Enterprises Corp 173 0 0 0
Representative:Kun-Shun Tsai
Uni-President Enterprises Corp 0 0 0 0
Representative:Tsung-Pin Wu
Uni-President Enterprises Corp 265 0 0 0
Representative:Yung-Fa Cheng
Big Shareholder Uni-President Enterprises Corp 11,093,514 0 0
0
Directors National Development Fund, Executive Yuan 4,050,999 0 0
0
National Development Fund, Executive Yuan 2,960 0 0 0
Representative: Po-Wu Gean
National Development Fund, Executive Yuan 0 0 0 0
Representative:Ming-Shi Chang
Big Shareholder National Development Fund, Executive Yuan 4,050,999 0 0
0
Director Tainan Spinning Co., Ltd. 873,000 0 0
0
Tainan Spinning Co., Ltd. 0
0
0 0
Representative:Chien-Li Yin (Note 1)
Tainan Spinning Co., Ltd. 0 0 0 0
Representative:Po-Ming Hou (Note 2) 0 0 0 0

~81~

Title Name 2016 2016 As of Apr 30,2017 As of Apr 30,2017
Holding
Increase
(Decrease)
Pledged
Holding
Increase
(Decrease)
Holding
Increase
(Decrease)
Pledged
Holding
Increase
(Decrease)
Net increase
(decrease) in
shares held
Net increase
(decrease) in
shares held
Net increase
(decrease) in
shares held
Net increase
(decrease) in
shares held
Director Kao Chyuan Inv. Co., Ltd. 548,547 0 0
0
Kao Chyuan Inv. Co., Ltd. 0 0 0 0
Representative:Shiow-Ling Kao
Director President International Development Corp. 1,060,407 9,000,000 0
0
President International Development Corp. 0 0 0 0
Representative:Chiou-Ru Shih
Directors Taiwan Sugar Corporation 1,204,954 0 0
0
Taiwan Sugar Corporation 0 0 0 0
Representative:Chin-Jung Yang (Note3)
Taiwan Sugar Corporation 0 0 0 0
Representative: Kuo- His Wang(Note4)
Independent Director Ih-Jen Su 0
0
0
0
Independent Director Wei-te Ho 0
0
0
0
Independent Director Wei-Cheng Tian 3,777 0 0
0
President & CEO, Chief
TechnologyOfficer
Yung-Fa Chen 265 0 0
0
Vice President Chih-Fang Chen 0
0
0
0
CFO & Vice President Patricia Chou (Note5) (4,161) 0 0
0
Vice-President Ching-Wen Lin 3,943 0 0
0
Vice-President Tsung-Jung Yen 0
0
0
0
Vice-President Kuo-Hsi Cheng 453 0 0
0
Vice-President Li-Chiao Chang (Note 6) 0 0 0 0
Director Chau Shi Ming (Note7) 0
0
0
0
Director Yu-Fen Hung 3,964 0 0
0
Director Chin-Lin Liu 0 0
0
Director Helen Chao (Note8) 0 0 0
0
Director Jessie Wang 5 0 0
0
Director Chao-An Chou 246 0 0
0
Director & Accounting
Officer
Chih-Hui Lin 0 0 0
0
Director Lung Kuang Kuo 0 0 0
0
Director Ing-Hsiao Lien 0
0
0
0
Director Luh-Chian Chang 0 0 0
0
Director Injectable Plant Nan-Sheng Chan 3,298 0 0
0
Director Sharon Lee 29 0 0 0
Director Erick Co (Note9) 0
0
0
0
Director Shun Yang Lin 0 0 0 0

~82~

Title Name 2016 2016 As of Apr 30,2017 As of Apr 30,2017
Holding
Increase
(Decrease)
Pledged
Holding
Increase
(Decrease)
Holding
Increase
(Decrease)
Pledged
Holding
Increase
(Decrease)
Net increase
(decrease) in
shares held
Net increase
(decrease) in
shares held
Net increase
(decrease) in
shares held
Net increase
(decrease) in
shares held
Director Hui-Ching Chou (Note 10) 3 0 0
0
Director Albert Song(Note 11) 0 0 511 0
Director Chia-Ling Tsay(Note 12) 0 0 0 0
Director Ching-Ming Huang(Note 13) 0 0 15,000 0

Note 1: The Director was discharged on November 10[th] 2016.

  • Note 2: The Director was newly appointed on November 10[th] 2016.

  • Note 3: The Director was discharged on January 11[th] 2016.

Note 4: The Director was newly appointed on January 11[th] 2016

Note 5: The CFO & Vice President Finance was discharged on March 11[th] 2016.

Note 6: The Director was newly appointed as Vice President of Injectable Business Division on January 1[st ] 2016. Note 7: The Director was discharged on February 20[th] 2016.

  • Note 8: The Director was discharged on January 1[st ] 2016.

Note 9: The Director was discharged on March 1[st ] 2017.

Note 10: The Director was newly appointed on March 4th 2017.

Note 11: The Director was newly appointed on January 1[st ] 2017.

Note 12: The Director was newly appointed on February 13[th] 2017. Note 13: The Director was newly appointed on March 20[th] 2017.

3.8.2 Shares Trading with Related Parties: None

3.8.3 Shares Pledge with Related Parties: None

~83~

3.9 Relationship among the Top Ten Shareholders

3.9.1.Information Disclosing the Relationship between any of the Company's Top Ten Shareholders

As of 12/31/2016UnitShare% As of 12/31/2016UnitShare% As of 12/31/2016UnitShare%
Name Current
Shareholding(Note1)
Spouse &
Minor
Shareholding
by Nominee
Arrangement
Name and Relationship Between the Company’s Top Ten
Shareholders, or Spouses or Relatives Within Two Degrees
Remarks
Shares % Shares % Shares % Name Relationship
Uni-President
Enterprises Corp
Representative
Chih-Hsien Lo
Institutional
Shareholder
Representative
Kao-Huei Cheng
Chih-Hsien Lo
Tsung-Ming Su
288,431,384 37.94% President
International
Development
Corp.
1.Referring to the parent company of
President International Development
Corp.(PIDC)
2. Company’s Chairman is also Chairman of
PIDC
3.Director also referring to as Director of
PIDC
4. Vice President also referring to as
President of PIDC
5. Vice President also referring to as Director
of PIDC
6. Assistant Vice President also referring to
as Director of PIDC
7. Assistant Vice President also referring to
as Supervisor of PIDC
8. Chairman is the spouse of Director of
PIDC

Tsung-Pin Wu
Kun-Shun Tsai
Yung-Fa Chen
Tong Yu
Investment Corp
1.Referring to the final parent company of
Tong Yu Investment Corp
2. Company’s Chairman is also Chairman of
Tong Yu Investment Corp
3. Vice President also referring to as Director
of Tong Yu Investment Corp
4. Assistant Vice President also referring to
as director of Tong Yu Investment Corp
5.Director is the spouse of chairman of Tong
Yu Investment Corp

~84~

Name Current
Shareholding(Note1)
Current
Shareholding(Note1)
Spouse &
Minor
Spouse &
Minor
Shareholding
by Nominee
Arrangement
Shareholding
by Nominee
Arrangement
Name and Relationship Between the Company’s Top Ten
Shareholders, or Spouses or Relatives Within Two Degrees
Name and Relationship Between the Company’s Top Ten
Shareholders, or Spouses or Relatives Within Two Degrees
Remarks
Shares % Shares % Shares % Name Relationship
Uni-President
Enterprises Corp
Representative
Chih-Hsien Lo
Institutional
Shareholder
Representative
Kao-Huei Cheng
Chih-Hsien Lo
Tsung-Ming Su
Kun-Shun Tsai
Tsung-Pin Wu
Yung-Fa Chen
288,431,384 37.94% Tainan Spinning
Co., Ltd.
1. Company’s director is also Chairman of
Tainan Spinning Co., Ltd.
2.Company’s director is also Director of
Tainan Spinning Co., Ltd.
3. Company’s director is also brother of
Chairman of Tainan SpinningCo.,Ltd.
Kai Yu
Investment Co.
1.Referring to the parent company of Kai Yu
Investment Co.
2.Company’s Chairman is also Chairman of
Kai Yu Investment Co.
3. Vice President also referring to as Director
of Kai Yu Investment Co.
4. Assistant Vice President also referring to
as Supervisor of Kai Yu Investment Co.
5. Director is the spouse of chairman of Kai
Yu Investment Co.
Kai Nan
Investment Co.
1.Referring to the parent company of Kai
Nan Investment Co.
2. Company’s Chairman is also Chairman of
Kai Nan Investment Co.
3. Vice President also referring to as
President of Kai Nan Investment Co.
4. Assistant Vice President also referring to
as Supervisor of Kai Nan Investment Co.
5. Director is the spouse of chairman of Kai
Nan Investment Co.

~85~

Name Current
Shareholding(Note1)
Current
Shareholding(Note1)
Spouse &
Minor
Spouse &
Minor
Shareholding
by Nominee
Arrangement
Shareholding
by Nominee
Arrangement
Name and Relationship Between the Company’s Top Ten
Shareholders, or Spouses or Relatives Within Two Degrees
Name and Relationship Between the Company’s Top Ten
Shareholders, or Spouses or Relatives Within Two Degrees
Remarks
Shares % Shares % Shares % Name Relationship
Kao Chyuan
Inv. Co., Ltd.
1.Company’s Chairman and Partial Directors
are representatives of Kao Chyuan Inv.
Co., Ltd.
2.Chairman and President are the spouse of
Chairman of Kao Chyuan Inv. Co., Ltd.
3. Chairman a is the director of Kao Chyuan
Inv. Co., Ltd.
National
Development Fund,
Executive Yuan
Institutional
Shareholder
Representative
Po-Wu Gean
Ming-Shi Chang
105,325,975 13.85% None None
Taiwan Sugar
Corporation
Representative:
CharlesHuang
Institutional
Shareholder
Representative
Kuo-His Wang
31,328,811 4.12% None None
President
International
Development Corp.
Representative
Chih-Hsien Lo
27,570,598 3.63% Uni-President
Enterprises
Corp.
1. An enterprise invested by Uni-President
Enterprises on the basis of equity-method
evaluation
2.Chairman is the Chairman of Uni-President
Enterprises Corp.
3.President and Director is the Vice President

~86~

Name Current
Shareholding(Note1)
Current
Shareholding(Note1)
Spouse &
Minor
Spouse &
Minor
Shareholding
by Nominee
Arrangement
Shareholding
by Nominee
Arrangement
Name and Relationship Between the Company’s Top Ten
Shareholders, or Spouses or Relatives Within Two Degrees
Name and Relationship Between the Company’s Top Ten
Shareholders, or Spouses or Relatives Within Two Degrees
Remarks
Shares % Shares % Shares % Name Relationship
Institutional
Shareholder
Representative
Chiou-Ru Shih
of Uni-President Enterprises Corp.
4.Company Director is Director of
Uni-President Enterprises Corp.
5.Company Director is Vice President of
Uni-President Enterprises Corp.
6.Company Director is Assistant Director of
Uni-President Enterprises Corp.
7. Company Supervisor is Assistant Director
of Uni-President Enterprises Corp.
8.Company’s Chairman、Director
Kao Chyuan
Inv. Co., Ltd.
1.Chairman is the spouse of Chairman of
Kao Chyuan Inv. Co., Ltd.
2.Director also referring to as Chairman of
Kao Chyuan Inv. Co., Ltd.
3. Company’s Director
Tong Yu
Investment
Corp.
1. An enterprise invested by Tong Yu
Investment Corp. on the basis of
equity-method evaluation
2.Chairman is the Chairman of Tong Yu
Investment Corp.
3.President and Director also referring to as
Director of Tong Yu Investment Corp.
4. Supervisor is also referring to as Director
of Tong Yu Investment Corp.
5. Assistant Vice President is also referring to
as Supervisor of TongYu Investment Corp.
Prince Housing
&Development
Corp.
1. Company’s Chairman is also vice
chairman of Prince Housing
&Development Corp.
2.Director is also Chairman of Prince
Housing &DevelopmentCorp.

~87~

Name Current
Shareholding(Note1)
Current
Shareholding(Note1)
Spouse &
Minor
Spouse &
Minor
Shareholding
by Nominee
Arrangement
Shareholding
by Nominee
Arrangement
Name and Relationship Between the Company’s Top Ten
Shareholders, or Spouses or Relatives Within Two Degrees
Name and Relationship Between the Company’s Top Ten
Shareholders, or Spouses or Relatives Within Two Degrees
Remarks
Shares % Shares % Shares % Name Relationship
3.Director is President of Prince Housing &
Development Corp.
4.Director is Director of Prince Housing &
Development Corp.
5.Supervisor is Director of Prince Housing &
Development Corp.
6.Company’s Director
President
International
Development Corp.
Representative
Chih-Hsien Lo
Institutional
Shareholder
Representative
Chiou-Ru Shih
27,570,598 3.63% Kai Yu
Investment Co.
1.Chariman is Chairman of Kai Yu
Investment Co.
2.President and Director are also referring to
as Director of Kai Yu Investment Co.
3.Director is also referring to as Director of
Kai Yu Investment Co
4.Supervisor is also referring to as
Supervisorof Kai YuInvestment Co
Tainan Spinning
Co., Ltd.
1.Director is also referring to as Chairman of
Tainan Spinning Co., Ltd.
2.Assistant Vice President is also referring to
as Director of Tainan Spinning Co.,
3.Company’sDirector
Kai Nan
Investment Co.
1.Diretor is also referring to as Chairman of
Kai Nan Investment Co.
2.President is also referring to as Director of
Kai Nan Investment Co.
3.Director is also referring to as Director of
Kai Nan Investment Co.
4.Supervisor is also referring to as
Supervisorof KaiNan Investment Co.
Tainan Spinning
Co., Ltd.
Representative :
Kao-Huei Cheng
22,698,001 2.99% Uni-President
Enterprises
Corp.
1.Chairman is also referring to as Chairman
of Uni-President Enterprises Corp.
2.Vice Chairman is a brother of Director of
Uni-President Enterprises Corp.

~88~

Name
Institutional
Shareholder
Representative
Chien-Li Yin
Current
Shareholding(Note1)
Current
Shareholding(Note1)
Spouse &
Minor
Spouse &
Minor
Shareholding
by Nominee
Arrangement
Shareholding
by Nominee
Arrangement
Name and Relationship Between the Company’s Top Ten
Shareholders, or Spouses or Relatives Within Two Degrees
Name and Relationship Between the Company’s Top Ten
Shareholders, or Spouses or Relatives Within Two Degrees
Remarks
Shares % Shares % Shares % Name Relationship
President
International
Development
Corp.
1.Chairman is also referring to as Director of
President International Development Corp.
2.Director of President International
Development Corp.
Prince Housing
&Development
Corp.
1.Chairman is also referring to as Director of
Prince Housing &Development Corp.
2.Chairman is a brother of Director of Prince
Housing&Development Corp.
Kao-Huei Cheng 1,807,430 0.24% Tainan Spinning
Co.,Ltd.
As Honorable Chairman of Tainan Spinning
Co.,Ltd.
Uni-President
Enterprises
Corp.
As Director of Uni-President Enterprises
Corp.
Prince Housing
&Development
Corp.
As Director of Prince Housing
&Development Corp.
Prince Housing
&Development
Corp.
Representative
Kao-Huei Cheng
22,698,001 2.99% Uni-President
Enterprises
Corp.
1. Uni-President Enterprises Corp. is
Company’s Vice Chairman and biggest
Shareholder.
2.Vice Chairman is also referring to as
Chairman of Uni-President Enterprises
Corp.
President
International
Development
Corp.
1.Vice Chairman is also referring to as
Chairman of President International
Development Corp.
2.As Director of President International
Development Corp.
Tong Yu
Investment
Corp.
1.Vice Chairman is also referring to as
Chairman of Tong Yu Investment Corp.
2.Director is also referringto as Director of

~89~

Name Current
Shareholding(Note1)
Current
Shareholding(Note1)
Spouse &
Minor
Spouse &
Minor
Shareholding
by Nominee
Arrangement
Shareholding
by Nominee
Arrangement
Name and Relationship Between the Company’s Top Ten
Shareholders, or Spouses or Relatives Within Two Degrees
Name and Relationship Between the Company’s Top Ten
Shareholders, or Spouses or Relatives Within Two Degrees
Remarks
Shares % Shares % Shares % Name Relationship
Tong Yu Investment Corp.
Tainan Spinning
Co.,Ltd.
Director is Chairman of Tainan Spinning
Co.,Ltd.
Kai Yu
Investment Co.
1.Vice Chairman is also referring to as
Chairman of Kai Yu Investment Co.
2.Director is also referring to as Supervisor
of Kai Yu Investment Co.
Kao Chyuan
Inv. Co., Ltd.
1. Kai Yu Investment Co. is Company’s
Director
2. Vice Chairman is the spouse of
Chairman of Kao Chyuan Inv. Co.,Ltd.
Kai Nan
Investment Co.
1.Vice Chairman is also referring to as
Chairman of Kai Nan Investment Co.
2.Director is also referring to as Supervisor
of Kai Nan Investment Co.
Tong Yu Investment
Corp.
Representative
Chih-Hsien Lo
16,274,968 2.14% Uni-President
Enterprises
Corp.
1.Chairman is also Chairman of
Uni-President Enterprises Corp.
2.Director is also referring to as Vice
President of Uni-President Enterprises
Corp.
3.Director is also referring to as Assistant
Vice President of Uni-President
Enterprises Corp.
Tong Yu Investment
Corp.
Representative
Chih-Hsien Lo
16,274,968 2.14% President
International
Development
Corp.
1. An enterprise invested by President
International Development Corp. on the
basis of equity-method evaluation
2.Chairman is also referring to as the
Chairman of President International

~90~

Name Current
Shareholding(Note1)
Current
Shareholding(Note1)
Spouse &
Minor
Spouse &
Minor
Shareholding
by Nominee
Arrangement
Shareholding
by Nominee
Arrangement
Name and Relationship Between the Company’s Top Ten
Shareholders, or Spouses or Relatives Within Two Degrees
Name and Relationship Between the Company’s Top Ten
Shareholders, or Spouses or Relatives Within Two Degrees
Remarks
Shares % Shares % Shares % Name Relationship
Development Corp.
3.Director is the Director and President of
President International Development Corp.
4.Director is also referring to as the
Supervisor of President International
Development Corp.
5.Supervisor is also referring to as the
Assistant Vice president of President
International Development Corp.
6.Company’s Chairman 、Director and
Supervisor
Prince Housing
&Development
Corp.
1.Chairman is also referring to as the Vice
Chairman of Prince Housing
&Development Corp.
2.Director is also referring to as the Director
of Prince Housing&Development Corp.
Kai Yu
Investment Co.
1.Chairman is also referring to as the
Chairman of Kai Yu Investment Co.
2.Director is also referring to as the Director
of Kai Yu Investment Co.
3.Director is also referring to as the
Supervisor of Kai Yu Investment Co.
Kao Chyuan
Inv. Co.,Ltd.
Chairman is also referring to as the Director
of Kao Chyuan Inv. Co.,Ltd.
Kai Nan
Investment Co.
1.Chairman is also referring to as the
Chairman of Kai Nan Investment Co.
2.Director is also referring to as the Director
of Kai Nan Investment Co.
3.Director is also referring to as the
Supervisor of Kai Nan Investment Co.

~91~

Name Current
Shareholding(Note1)
Current
Shareholding(Note1)
Spouse &
Minor
Spouse &
Minor
Shareholding
by Nominee
Arrangement
Shareholding
by Nominee
Arrangement
Name and Relationship Between the Company’s Top Ten
Shareholders, or Spouses or Relatives Within Two Degrees
Name and Relationship Between the Company’s Top Ten
Shareholders, or Spouses or Relatives Within Two Degrees
Remarks
Shares % Shares % Shares % Name Relationship
Kao Chyuan Inv.
Co., Ltd.
Representative
Shiow-Ling Kao
Institutional
Shareholder
Representative
Shiow-Ling Kao
14,262,244 1.88% Uni-President
Enterprises
Corp.
1.Chairman is also referring to as the
Director of Uni-President Enterprises
Corp.
2.Director is Chairman and President of
Uni-President Enterprises Corp.
3.Chairman is the spouse of Chairman of
Uni-President Enterprises Corp.
4. Uni-President Enterprises Corp.’s
Chairman and Director.
President
International
Development
Corp.
1.Chairman is also referring to as the
Director President International
Development Corp.
2.Director is also referring to as the
Chairman of President International
Development Corp.
3.Chairman is the spouse of Chairman of
President International Development Corp.
4. President International Development
Corp.’s Director
Tong Yu
Investment
Corp.
1.Director is also referring to as the
Chairman of Tong Yu Investment Corp.
2.Chairman is the spouse of Chairman of
TongYu Investment Corp.
Kao Chyuan Inv.
Co., Ltd.
Representative
Shiow-Ling Kao
Institutional
Shareholder
Representative
14,262,244 1.88% Prince Housing
&Development
Corp.
1.Chairman is also referring to as the
Director of Prince Housing &Development
Corp.
2.Director is the Vice Chairman of Prince
Housing &Development Corp.
3.Chairman is the spouse of Vice Chairman
of Prince Housing &Development Corp.
4. Referring to Prince Housing
&Development Corp.’s Director

~92~

Name
Shiow-Ling Kao
Current
Shareholding(Note1)
Current
Shareholding(Note1)
Spouse &
Minor
Spouse &
Minor
Shareholding
by Nominee
Arrangement
Shareholding
by Nominee
Arrangement
Name and Relationship Between the Company’s Top Ten
Shareholders, or Spouses or Relatives Within Two Degrees
Name and Relationship Between the Company’s Top Ten
Shareholders, or Spouses or Relatives Within Two Degrees
Remarks
Shares % Shares % Shares % Name Relationship
Kai Yu
Investment Co.
1.Director is also referring to as the
Chairman of Kai Yu Investment Co.
2.Chairman is the spouse of Chairman of Kai
Yu Investment Co.
Kai Nan
Investment Co.
1.Director is also referring to as the
Chairman of Kai Nan Investment Co.
2.Chairman is the spouse of Chairman of Kai
Nan InvestmentCo.
Kai Yu Investment
Co.
Representative

Chih-Hsien Lo
14,195,351 1.87% Uni-President
Enterprises
Corp.
1. Referring to a Subsidiary of Uni-President
Enterprises Corp.
2. Uni-President Enterprises Corp.
representatives are Chairman、Directors
and Supervisors
3.Chairman is also referring to as the
Chairman of Uni-President Enterprises
Corp.
4.Director is also referring to as the Vice
President of Uni-President Enterprises
Corp.
5.Supervisor is also referring to as the
Assistant Vice President of Uni-President
Enterprises Corp.
6.Chairman is the spouse of Director of
Uni-PresidentEnterprises Corp.
President
International
Development
Corp.
1.Same Parent Company with President
International Development Corp.
2.Chairman is also referring to as the
Chairman of President International
Development Corp.
3.Director is the Director and President of
President International Development Corp.

~93~

Name Current
Shareholding(Note1)
Current
Shareholding(Note1)
Spouse &
Minor
Spouse &
Minor
Shareholding
by Nominee
Arrangement
Shareholding
by Nominee
Arrangement
Name and Relationship Between the Company’s Top Ten
Shareholders, or Spouses or Relatives Within Two Degrees
Name and Relationship Between the Company’s Top Ten
Shareholders, or Spouses or Relatives Within Two Degrees
Remarks
Shares % Shares % Shares % Name Relationship
4.Director is also referring to as the Director
of President International Development
Corp.
5.Supervisor is also referring to as the
Supervisor of President International
Development Corp.
Tong Yu
Investment
Corp.
1. Same Parent Company with Tong Yu
Investment Corp.
2.Chairman is also referring to as the
Chairman of Tong Yu Investment Corp.
3.Director is also referring to as the Director
of Tong Yu Investment Corp.
4.Supervisor is also referring to as the
Director of TongYu Investment Corp.
Kai Yu Investment
Co.
Representative

Chih-Hsien Lo
14,195,351 1.87% Kai Nan
Investment Co.
1. Same Parent Company with Kai Nan
Investment Co.
2.Chairman is also referring to as the
Chairman of Kai Nan Investment Co.
3.Director is also referring to as the Director
of Kai Nan Investment Co.
4.Supervisor is also referring to as the
Supervisor of Kai Nan Investment Co.
Kao Chyuan
Inv. Co., Ltd.
1.Chairman is the spouse of Chairman of
Kao Chyuan Inv. Co., Ltd.
2.Chairman is the Director of Kao Chyuan
Inv. Co.,Ltd.

~94~

Name Current
Shareholding(Note1)
Current
Shareholding(Note1)
Spouse &
Minor
Spouse &
Minor
Shareholding
by Nominee
Arrangement
Shareholding
by Nominee
Arrangement
Name and Relationship Between the Company’s Top Ten
Shareholders, or Spouses or Relatives Within Two Degrees
Name and Relationship Between the Company’s Top Ten
Shareholders, or Spouses or Relatives Within Two Degrees
Remarks
Shares % Shares % Shares % Name Relationship
Kai Nan Investment
Co.
Representative
Chih-Hsien Lo
13,413,521 1.76% Uni-President
Enterprises
Corp.
1.Referring to the Subsidiary of
Uni-President Enterprises Corp.
2. Uni-President Enterprises Corp.’s
representatives are Chairman、Directors
and Supervisors
3.Chairman is the Chairman and
Uni-President Enterprises Corp.
4.Director is also referring to as the Vice
president of Uni-President Enterprises
Corp.
5.Supervisor is also referring to as the
Assistant Vice President of Uni-President
Enterprises Corp.
6.Chairman is the spouse of Director of
Uni-President Enterprises Corp.
President
International
Development
Corp.
1.Same Parent Company with President
International Development Corp.
2.Chairman is also referring to as the
Chairman of President International
Development Corp.
3. Director is also referring to as the Director
and President of President International
Development Corp
4.Director is also referring to as the Director
of President International Development
Corp.
5.Supervisor is also referring to as the
Supervisor of President International
Development Corp.

~95~

Name Current
Shareholding(Note1)
Current
Shareholding(Note1)
Spouse &
Minor
Spouse &
Minor
Shareholding
by Nominee
Arrangement
Shareholding
by Nominee
Arrangement
Name and Relationship Between the Company’s Top Ten
Shareholders, or Spouses or Relatives Within Two Degrees
Name and Relationship Between the Company’s Top Ten
Shareholders, or Spouses or Relatives Within Two Degrees
Remarks
Shares % Shares % Shares % Name Relationship
Tong Yu
Investment
Corp.
1.Same final Parent Company with Tong Yu
Investment Corp.
2.Chairman is also referring to as the
Chairman of Tong Yu Investment Corp.
3.Director is also referring to as the Director
of Tong Yu Investment Corp.
4.Supervisor is also referring to as the
Director of TongYu Investment Corp.
Kai Nan Investment
Co.
Representative
Chih-Hsien Lo
13,413,521 1.76% Kai Yu
Investment Co.
1.Same Parent Company with Kai Yu
Investment Co
2.Chairman is also referring to as the
Chairman of Kai Yu Investment Co
3.Director is also referring to as the Director
of Kai Yu Investment Co
4.Supervisor is also referring to as the
Supervisor of Kai Yu Investment Co
Kao Chyuan
Inv. Co., Ltd.
1.Chairman is the spouse of Chairman of
Kao Chyuan Inv. Co., Ltd.
2.Chairman is also referring to as the
Director of Kao Chyuan Inv. Co.,Ltd.

Note1: Holding Shares and Holding Percentage as of April 29[th] 2017.

3.10 Ownership of Shares in Affiliated Enterprises

12/31/2016;Unit: shares/ % 12/31/2016;Unit: shares/ % 12/31/2016;Unit: shares/ % 12/31/2016;Unit: shares/ % 12/31/2016;Unit: shares/ % 12/31/2016;Unit: shares/ %
Affiliated
Enterprises(Note)
Ownership by the Company Direct or Indirect Ownership by Directors, Supervisors, Managers Total Ownership
Shares % Shares % Shares %
SPT International, Ltd. 60,524,644 100% - - 60,524,644 100%
ScinoPharm Singapore Pte Ltd. 2 100% - - 2 100%

Note: Company’s Long Term Investment on the basis of equity-method evaluation

~96~

IV. Capital Overview

4.1 Capital and Shares

4.1.1 Source of Capital

Month/
Year
Par
Value
(NT$)
Authorized Capital Authorized Capital Paid-in Capital Paid-in Capital Remark Remark Remark
Shares Amount
(NT$ thousands)
Shares Amount
(NT$ thousands
Sources of
Capital
Capital
Increased by
Assets Other
than Cash
Other
11/1997 10 270,000 2,700,000
67,500

675,000

Registered
capital
Technical shares
account for 15% of
total capital
Note1
12/1998 10 270,000 2,700,000
189,000
1,890,000
Cash Capital
Increase
1,032,750
Technical shares
account for 15% of
total capital 182,250
Note 2
10/1999 10 270,000 2,700,000
270,000
2,700,000
Cash Capital
Increase
688,500
Technical shares
account for 15% of
total capital121,500
Note 3
02/2002 10 370,000 3,700,000
370,000
3,700,000
Cash Capital
Increase
1,000,000
- Note 4
07/2003 10 530,000 5,300,000
420,000
4,200,000
Cash Capital
Increase
500,000
- Note 5
04/2004 10 530,000 5,300,000
470,000
4,700,000
Cash Capital
Increase
500,000
- Note 6
10/2004 10 530,000 5,300,000
486,000
4,860,000
Cash Capital
Increase
160,000
- Note 7
12/2005 10 610,000 6,100,000
551,000
5,510,000
Cash Capital
Increase
650,000
- Note 8
06/2008 10 610,000 6,100,000
551,373
5,513,734
Merge Capital
Increase
3,734
New shares were
issued to merge with
subsidiary
ScinoPharm Biotech
Ltd.
Note 9
08/2010 20 610,000 6,100,000
610,000
6,100,000
Cash Capital
Increase
586,266
- Note 10
12/2010 10 1,000,000 10,000,000
610,000
6,100,000
To increase
authorized
capital
- Note 11
10/2010 46 1,000,000 10,000,000
631,000
6,310,000
Cash Capital
Increase
210,000
- Note 12
08/2012 10 1,000,000 10,000,000
649,930
6,499,300
capital increase
on retained
earnings
189,300
- Note 13
08/2013 10 1,000,000 10,000,000
675,927
6,759,272
capital increase
on retained
earnings
259,972
- Note 14

~97~

Month/
Year
Par
Value
(NT$)
Authorized Capital Authorized Capital Paid-in Capital Paid-in Capital Remark Remark Remark
Shares Amount
(NT$ thousands)
Shares Amount
(NT$ thousands
Sources of
Capital
Capital
Increased by
Assets Other
than Cash
Other
08/2014 10 1,000,000 10,000,000
702,964
7,029,643
capital increase
on retained
earnings
270,371
- Note 15
08/2015 10 1,000,000 10,000,000
731,082
7,310,829
capital increase
on retained
earnings
281,186
- Note 16
08/2016 10 1,000,000 10,000,000
760,326
7,603,262
capital increase
on retained
earnings
292,433
- Note 17

Note 1: Approved No.: (86) Yuan Shang No. 23483 Note 2: Approved No.: (88) Yuan Shang No. 003454 Note 3: Approved No.: (88) Yuan Shang No. 027020 Note 4: Approved No.: Nan Erh No. 0910005896 Note 5: Approved No.: Nan Shang No.0920014152 Note 6: Approved No.: Nan Shang No.0930009753 Note 7: Approved No.: Nan Shang No.0930031092 Note 8: Approved No.: Nan Shang No.0950001220 Note 9: Approved No.: Nan Shang No.0970014601 Note 10: Approved No.: Nan Shang No.0990018156 Note 11: Approved No.: Nan Shang No.09900129213 Note 12: Approved No.: Nan Shang No.1000025207 Note 13: Approved No.: Nan Shang No.1010021098 Note 14: Approved No.: Nan Shang No.1020021135 Note 15: Approved No.: Nan Shang No.1030021574 Note 16: Approved No.: Nan Shang No.1040021085 Note 17: Approved No.: Nan Shang No.1050021651

4.1.1.2 Type of Stock

Share Type Authorized Capital Authorized Capital Authorized Capital Remarks
Issued Shares
(Note)
Un-issued Shares
(Share)
Total Shares
Common Stock 760,326,175 239,673,825 1,000,000,000 Listed
Company
Stock

4.1.1.3 Information for Shelf Registration: None

4.1.2 Status of Shareholders As of 04/30.2017

Item Government
Agencies
Financial
Institutions
Other Juridical
Persons
Domestic
Natural
Persons
Foreign
Institutions &
Natural
Persons
Total
Number of
Shareholders
1 1 144 30,158 113 30,417
Shareholding
(shares)
105,325,975 11,850,838 462,617,067 142,429,855 38,102,440 760,326,175
Percentage 13.853% 1.559% 60.844% 18.733% 5.011% 100.000%

~98~

4.1.3 Shareholding Distribution Status

4.1.3.1 Common Shares (The Par Value for each share is $10NTD)

As of 04/30/2017

As of 04/30/2017
Class of Shareholding
(Unit: Share)
Number of
Shareholders
Shareholding
(Shares)
Percentage
1999 8,855 1,341,365 0.176%
1,0005,000 15,485 31,088,285 4.089%
5,00110,000 2,972 20,666,148 2.718%
10,00115,000 1,243 14,715,731 1.935%
15,00120,000 479 8,379,717 1.102%
20,00130,000 565 13,638,441 1.794%
30,00150,000 379 14,412,762 1.895%
50,001100,000 242 16,595,290 2.183%
100,001200,000 96 13,037,256 1.715%
200,001400,000 51 14,074,994 1.851%
400,001600,000 16 7,530,277 0.990%
600,001800,000 6 4,331,695 0.570%
800,0011,000,000 4 3,524,486 0.464%
1,000,001 ~ 24 596,989,728 78.518%
Total 30,417 760,326,175 100.000%

4.1.3.2 Preferred Shares: None.

4.1.4 List of Major Shareholders

As of 04/30/ 2017

4.1.4 List of Major Shareholders
As of 04/30/ 2017
Shares
Shareholder's Name
Shares Percentage
Uni-President Enterprises Corp 288,431,384 37.94%
National Development Fund, Executive Yuan 105,325,975 13.85%
Taiwan Sugar Corporation 31,328,811 4.12%
President International Development Corp. 27,570,598 3.63%
Tainan Spinning Co., Ltd. 22,698,001 2.99%
Prince Housing &Development Corp. 22,698,001 2.99%
Tong Yu Investment Corp. 16,274,968 2.14%
Kao Chyuan Inv. Co., Ltd. 14,262,244 1.88%
Kai Yu Investment Co. 14,195,351 1.87%
Kai Nan Investment Co. 13,413,521 1.76%

Note: The Name Holding Shares and Holding Percentage of the Top Ten Shareholders.

~99~

4.1.5 Market Price, Net Worth, Earnings, and Dividends per Share


Item
Year Year 2015 2016 As of March 31
2017
Market Price
per Share
Highest 62.70 56.40 47.00
Lowest 30.95 37.25 37.90
Average 47.71 46.65 43.05
Net Worth per
Share
Before Distribution 13.48 13.45 13.62
After Distribution 13.18 (Note 4) -
Earnings per
Share
Weighted Average Shares
(thousand shares)
731,083 760,326 760,326
Earnings per Share
(Undiluted)
0.87 0.87 0.22
Earnings per Share (Diluted) 0.84 (Note 4) -
Dividends per
Share
Cash Dividends 0.3 (Note 4) -
Stock
Dividends
Dividends from
Retained
Earnings(Note 4)
0.4 (Note 4) -
Dividends from Capital
Surplus(Note 4)

-
(Note 4) -
Accumulated Undistributed
Dividends
- - -
Return on
Investment
Price / Earnings Ratio
(Note1)
51.22 50.86 -
Price / Dividend Ratio
(Note2)
148.53 (Note 4) -
Cash Dividend Yield Rate
(Note 3)
0.67% (Note 4) -

Note 1: Price / Earnings Ratio = Average Market Price / Earnings per Share Note 2: Price / Dividend Ratio = Average Market Price / Cash Dividends per Share Note 3: Cash Dividend Yield Rate = Cash Dividends per Share / Average Market Price Note 4: The income distribution plan for fiscal 2016 has not yet approved by the general shareholders meeting.

4.1.6 Dividend Policy and Implementation Status

4.1.6.1 Dividend Policy:

Since the business environment has been changing enormously, and ScinoPharm is experiencing the steadily growth, the annual earnings distribution should be considered in terms of future capital budget, long-term investment, and business funding needs, etc. in order to determine the amount to be retained of distributed as stock dividend or cash dividend.

If there are earnings for distribution at the end of each fiscal year, after offsetting any loss of prior year(s) and paying all taxes and dues, 10% of the remaining net earnings shall be set aside as legal reserve, then would be appropriated as special reserve in accordance with Securities Exchange Law. The remaining net earnings can be distributed together with prion accumulated unappropriated retained earnings. The Board of Directors will consider the factors that were mentioned above to make the dividend distribution proposal. The dividend should be set in the range from 50% to 100% of the accumulated unappropriated retained earnings and the amount of cash dividend shall exceed 30% of the total amount of dividends distribution. The dividends could be distributed in accordance with the resolution that is approved by the Board of Directors and the Annual Shareholders’ Meeting.

4.1.6.2. Proposed Distribution of Dividend

The proposal for distribution of 2016 profits was passed at the Meeting of the Board of

~100~

the Board of Directors(March 28[th] 2017). This proposal, a cash dividend of NTD 0.3 per share and stock dividend of NTD 0.4 per share, will be discussed at annual shareholders’ meeting.

4.1.7 Impacts of Stock Dividends on Operation Results and EPS : Not Applicable.

4.1.8 Employee Bonus and Directors' Remuneration

  • 4.1.8.1. The limit or percentage of Director’s Remuneration and Employee Bonus are regulated by Articles of Incorporation:

  • A ratio of profit of the current year distributable, after covering accumulated losses, shall be distributed as employees’ compensation and directors’ remuneration. The ratio shall not be lower than 2% for employees’ compensation and shall not be higher than 2% for directors’ remuneration.

  • 4.1.8.2. Estimate Foundation of Employee Bonus and Directors' Remuneration:

  • The basis of estimates is based on a certain percentage of 2016 net income after taking into account the legal reserve and other factors, as prescribed under the Company’s Articles of Incorporation.

  • 4.1.8.3. Profit Distribution of Year 2016 Approved in Board of Directors Meeting for Employee Bonus and Directors’ Remuneration

  • (1) Recommended Distribution of Employee Bonus and Directors’ Remuneration: (NT$ thousands)

    • Employee Bonus – in Cash $82,180,593

    • Employee Bonus – in Stock 0

    • Directors’ Remuneration 11,733,766 Total $93,914,359

  • (2) The aforementioned amounts differed from budgeted amounts by 0 for employee compensation, and by 4 NTD for director compensation; these figures have been listed as gain (loss) in year 2017.

  • 4.1.8.4. The Actual Distributable compensation for employees and directors for previous year(including distributable shares,distributable amount and share price):

  • The Actual Distributable compensation for employees and directors on 2015 is as following:

  • (1)The Distributable compensation for employees and directors on 2015 is calculated according to Article 40 of the Articles of Incorporation: “Should the Company earn surpluses within the current term, at least two percent of surpluses should be set aside for employee compensation, and no more than two percent of surpluses should be set aside for director.

  • (2) According to the revised Company Act, the employee compensation for 2015 was 77,010,882 NTD, making up 8.64% of the year’s profits; director compensation was 11,542,599 NTD, making up 1.29% of the year’s profits; all compensation was distributed in cash form. The aforementioned amounts differed from budgeted amounts by 118 NTD for employee compensation, and by 113,216 for director compensation; these figures have been listed as gain (loss) in year 2016.

4.1.9 Buyback of Treasury Stock: None

4.1.9 Buyback of Treasury Stock: None

4.2 Bonds: None

~101~

4.3 Status of Corporate Bonds, Preferred Stock, GDR, Employee Stock Option Plan, Employee Restricted Stock Plans, Mergers, Acquisitions, and Spin-Offs

  • 4.3.1 The amount of employee stock options outstanding should be disclosed till the print of the annual report with its impact on shareholders’ equity.

Issuance of Employee Stock Options

As of 4/30/2017
Type of Stock Option First issuance of Employee
Stock Options on 2013
First issuance of Employee
Stock Options on 2015
First issuance of Employee
Stock Options on 2016
Approval date 10/24/2013 10/13/2015 10/12/2016
Issue date 12/03/2013 11/06/2015 10/14/2016
Units issued 1,000,000Units(Note 1) 1,500,000 Units (Note 1) 1,500,000 Units (Note 1)
Shares of stock options to
be issued as a percentage
of outstandingshares
0.13152% (Note2) 0.19728% (Note2) 0.19728% (Note2)
Duration 10years 10years 10years
Conversion measures issue new shares issue new shares issue new shares
Conditional conversion
periods and percentages
The ratios of stock options
which could be exercised
will reach 50%, 75% and
100%, respectively, after
two, three and four years of
issuance.
The ratios of stock options
which could be exercised
will reach 50%, 75% and
100%, respectively, after
two, three and four years
of issuance.
The ratios of stock options
which could be exercised
will reach 50%, 75% and
100%, respectively, after
two, three and four years
of issuance.
Converted shares 0share 0share 0share
Exercised amount 0 0 0
Number of shares yet to be
converted
658,500 shares 1,241,000 shares 1,412,000 shares
Adjusted exercise price for
those who have yet to
exercise their rights
NT$80.20/share NT$40.00/share NT$40.55/share
Unexercised shares as a
percentage of total issued
shares
0.08661% (Note2) 0.16322% (Note2) 0.18571% (Note2)
Impact on possible dilution
of shareholdings
The stock options being
issued can be exercised in
three portions after two
years, and the impact on
shareholders’ equity can be
dilutedgradually.
The stock options being
issued can be exercised in
three portions after two
years, and the impact on
shareholders’ equity can
be dilutedgradually.
The stock options being
issued can be exercised in
three portions after two
years, and the impact on
shareholders’ equity can be
dilutedgradually.

Note 1: Each unit of stock options is entitled to buy one common share.

Note 2: As calculated based on a total of 760,326,175 shares outstanding currently.

~102~

4.3.2 List of Executives Receiving Employee Stock Options and the Top Ten Employees with Stock Options

4/30/2017 Unit share/NT$

Title Name No. of
Stock
Options
Stock
Options as
a
Percentage
of Shares
Issued
Exercised Exercised Unexercised Unexercised
No.
of
Shar
es
Con
verte
d
Strik
e
Price
(NT
$
Amou
nt
(NT$ thousa
nds)
Converted
Shares as
a
Percentage
of Shares
Issued
No. of
Shares
Converted
Strike
Price
(NT$)
Amount
(NT$ thousands)
Converted
Shares as a
Percentage
of Shares
Issued
Executives Officers President Yung-Fa
Chen
1,978,500 0.26022% 0 0 0 1,978,500 80.20
/
40.00
/
40.55
94,882,150 0.26022%
Vice
President
Chih-Fang
Chen
Vice-Pre
sident
Ching-Wen
Lin
Vice
President
Tsung-Jung
Yen
Vice
President
Kuo-Hsi
Cheng
Vice
President
Li-Chiao
Chang
Director Yu-Fen Hung
Director Lung Huang
Kuo
Director Chao-An
Chou
Director
Finance
&Accou
nting
Chih-Hui
Lin
Director Jessie Wang
Director Ling-Hsiao
Lien
Director Luh-Chian
Chang
Director Nan-Sheng
Chan
Director Sharon Lee
Director Hui-Ching
Chou
Director Shun Yang
Lin
Director Albert Song

~103~

Title Name No. of
Stock
Options
Stock
Options
as a
Percenta
ge of
Shares
Issued
Exercised Exercised Unexercised Unexercised
No. of Shares Converted Stri
ke
Pric
e
(N
T$
Amount
(NT$ thousands)
Convert
ed
Shares
as a
Percenta
ge of
Shares
Issued
No. of Shares
Converted
Strike
Price
(NT$)
Amount
(NT$ thousands)
Converted
Shares as a
Percentage of
Shares Issued
Employees Senior
Manager
Tsung-Yu
Hsiao
460,000 0.06050
%
0 - 0 0 460,000 80.20
/
40.00
/
40.55
22,039,900 0.06050%
Senior
Manager
Tsung-Cheng
Hu
Senior
Manager
John Tsai
Senior
Manager
Sabrina Wu
Senior
Manager
Hanch Su
Manger Jason Liang
Senior
Manager
Bin Liu
Senior
Manager
Hui-Chun
Chen
Senior
Manager
Albert Lin
Manger Yu-Wei Shen

4.4 Financing Plans and Implementation

Any incomplete share issuance or private placement or any completed share issuance or private placement over the past three years from which benefits have not yet been reported up to end of previous season before the printed date of the Annual Report: None.

~104~

V. Operational Highlights

5.1 Business Activities

5.1.1 Business Scope

  • 5.1.1.1 The business items of the Company are as follows:

  • A C802041 Manufacture of pharmaceuticals;

  • B C801990 Manufacture of other chemical materials;

  • C IG01010 Biotechnological services;

  • D F601010 Intellectual property rights related services

  • E F401010 International trade.

  • 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.

  • Consulting, advisory and technical services relating to the above products.

  • International trade in connection with the above products.>>

  • 5.1.1.2 2016 Revenue distribution

Unit thousand NTD %

Major Products Year 2016 Year 2016 Year 2016 Year 2016
Total Sales (%)
of Total Sales
Manufacturing and sales
of API
3,840,755 95%
Technical Services
Income
190,076 5%
Other Income 90 -
Total Sales 4,030,921 100%

5.1.1.3 Categories of services available currently

ScinoPharm Taiwan Ltd. was set up to provide active pharmaceutical ingredient (API) manufacturing services to the global generic drug makers initially. Powered by its maturing analytic capability, organic synthesizing techniques, and its engagement in special synthetic technology for different therapeutic areas, ScinoPharm is currently able to provide small molecular drugs, complex natural molecules and its derivatives, synthesis services for major biochemistry molecules such as peptides and nucleic acids, as well as customized manufacturing process development from process research to commercial production and to subcontract manufacturing. The company has also continued to expand its business lines to include the offerings of injection drugs and related services. The main results are summarized as follows:

  • A. In-house developed APIs (active pharmaceutical ingredients) categorized by purpose:

  • 1.Cancer-related application APIs totaling thirty-six items.

  • 2.Central nervous system-related application APIs totaling thirteen items.

  • 3.Cardiovascular-related application APIs totaling seven items.

  • Infection-related application APIs totaling six items.

~105~

  1. Genitourinary-related application APIs totaling two items.

  2. Respiratory system-related application APIs totaling two items.

  3. Ophthalmology-related application APIs totaling two items.

  4. APIs for other applications totaling four items.

For total APIs developed in house, four are nucleic acid-related APIs.

  • B.Customized development and subcontract production of APIs:

  • 1.Commercialized production of APIs totaling five items.

  • APIs under clinical trials totaling six items.

  • C.Development and manufacturing services for injection drugs:

While already being a leading provider of oncological APIs to regulated markets worldwide as far as product categories and customer base are concerned, ScinoPharm has been driven by factors including increasing demand from the injectable product manufacturing industry in recent years and market research feedbacks from global clients to implement a downward integration strategy by setting up an injectable product plant at its existing Tainan production base to provide one-stop service from API research to injectable production to clients. The company has completed the development of two injection drugs in dosage form and has also applied for a drug permit license each via a cooperation model. One of the two injectables is dedicated to cancer-related applications and the other is for cardiovascular-related applications. ScinoPharm can provide customized development and subcontract production for injection drugs once the injectable plant commences its official operations and will also offer injection drugs in dosage form later.

5.1.1.4 Roadmaps for new products:

ater.
ew products:
New products on
drawing board
Purpose
SPT1312 Osteoporosis T
treatment
SPT1348 Gastrointestinal drugs
SPC1357 Hepatitis drugs
SPC1361 Anticoagulant drugs
SPT1388 Cancer drugs
SPT1394 Cancer drugs
SPT1400 Cancer drugs
SPT1401 Psychiatric drugs
SPT1411 Anticoagulant drugs
SPT1418 anesthesia medicines
SPT1422 psychiatric medicines

~106~

5.1.2 Industry Overview

5.1.2.1 Current Situation and Future Development of the Industry

Global sales of pharmaceuticals are expected to approach US$1.5 trillion by 2021, up from 2016's US$1.1046 trillion, representing 4-7% of CAGR from 2017 through 2021, during which developed countries will have a CAGR of 4-7% and emerging markets will have a CAGR of 6-9%, according data compiled by IMS. The drug market in the U.S. will reach US$645-675 billion by 2021, accounting for 45% of the global market, followed by Europe (five major countries) with 13%, China 11% and Japan 6%. Being the developed areas North America and Europe are two major pharmaceutical markets globally, but the growth in the two markets is tapering down due to efforts to reduce gigantic medicare expenses, to encourage the use of generic drugs, to lower pharmaceutical product prices and to pare down drug spending. Comparatively, the drug markets in emerging economies are growing rapidly thanks to economic growth, rising medicare standard and increasing demand for pharmaceutical products. However, the growth of generic drugs in emerging markets is still relatively limited. The global development of generic drugs has been gaining momentum since the enactment of the Hatch-Waxman Act in the U.S. in 1984. Moreover, since excess medical expenses have become a major issue that has to be addressed urgently in many developed countries, a number of governments have begun in recent years to amend their related laws and regulations, mapping out goals and plans for the use generic drugs, encouraging the roll-out and application of generic medicines, while helping governments and people mitigate their medical expenses. The change of health policy in Japan is also expected to bring benefits to the generic drum market. Market share of generic drugs topped 28.8% in industrially developed nations, which is expected to top 31% in 2021 according to IMS.

While the growth potential of the global generic drug market is increasing, the API market has also continued to expand. The global API market totaled US$157.9 billion in 2016 and is expected to reach US$213.9 billion in 2021, according to market data. Meanwhile, the trend of subcontract production or development process of APIs is also growing year by year as drug makers have continued to seek ways to reduce production costs. Consequently, outsourcing of APIs will become the mainstream of the market in the future, and the focus of outsourcing market will shift from the U.S and Europe to Asia, making the region the fastest growing API market while also heating up competition.

5.1.2.2 Industrial supply chain of related pharmaceutical products in the up, middle and downstream sectors

Initial API Drug Clinics, production of Production Production Hospitals raw materials Chemical process Chemical process Physical production Prescriptions, (cGMP production) (cGMP production) Medical treatment Precision chemicals, Intermediates、API Injection drugs、 Specialty raw materials Capsules、Tablets、 Ointment

~107~

  • 5.1.2.3 Global development trend and competition of the industry of active pharmaceutical ingredients.

  • A. Outsourcing trend for the production of active pharmaceutical ingredients of new drugs Demands of preparations companies for active pharmaceutical ingredients can be classified, according to production and supply methods, into own production for own use and outsourcing production. Although majority of major international patented drug companies tend to produce active pharmaceutical ingredients for own use by themselves, for better grip of quality and time, they are intensifying focus on R&D, sales, and market grasp for new drugs, in order to speed up rollout of new drugs, in order to cope with threat of generic drugs and uphold market shares. In view of lesser role of active pharmaceutical ingredients in their profits and in order to massive capital outlays for plant production, growing numbers of major international patented drug companies have outsourced production of active pharmaceutical ingredients. By contrast, majority of smaller patented drug companies have outsourced production of active pharmaceutical ingredients for different stages of new-drug development, including R&D and clinical tests. The outsourcing trend has been intensified by the following objective conditions:

  • 1) With timing of marketing of NCEs (new chemical entities) being the primary concern of patented drug companies, outsourcing of production can shorten R&D process and advance materialization of extra revenue and profit.

  • 2) Outsourcing production for active pharmaceutical ingredients can reserve limited resources for R&D and production with higher priorities, thereby maximizing profits.

  • 3) Joint development of products and division of labor in mass production can lower production cost.

  • 4) Outsourcing-production firms can cut cost, via economy of scale and form an industrial chain for higher efficiency, while patented drug companies can maintain flexible operation, in line with market needs.

  • 5) Some patented-drug companies lack necessary technologies or expertise for production of active pharmaceutical ingredients.

  • B. Trend of the market and competition of active pharmaceutical ingredients of generic drugs According to a report in Journal of Medical Economics in the U.S., 80% of applications by preparations companies for licenses for generic drugs in the U.S. were made in the form of challenging existing patents, the so-called P4 mode, a far cry from 10% in 1995. In addition, the average length between application for generic-drug licenses and marketing time of new drugs has been shortening. Therefore, suppliers have to supply active pharmaceutical ingredients of said generic drugs to generic-drug preparations companies as soon as possible, in order to land business opportunities.

  • Meanwhile, as for legal requirement of quality, member countries of ICH have substituted knowledge-based risk-management mode for inspection-based quality-control mode, with the U.S. even replacing past practice of itemized inspection with question-based inspection. Therefore, generic-drug companies must have more precise grip of quality of pharmaceuticals. Accordingly, suppliers of active pharmaceutical ingredients have to make concerted effort with generic-drug firms in upgrading quality-control system, so that quality concern would not cause delay in the obtaining of generic-drug licenses. Quality has become prerequisite for suppliers of active pharmaceutical ingredients in landing orders. Lastly, according to a report in the Journal of Medical Economics in the U.S. comparing activities of generic-drug companies in 2009-2011 with their activities in 1995-1998, it is found that with one year following debut of a generic drug, the number of suppliers of such generic drug in the latter stage doubled that in the initial stage, leading to much more competition. Therefore, suppliers have to provide quality active pharmaceutical ingredients in an early stage and at possessing price competitiveness at the same time in order to secure business opportunities.

In sum, with generic-drug preparations companies ever demanding early supply of quality

~108~

active pharmaceutical ingredients at low prices, suppliers must focus on products possessing price competitiveness at the same time in order to meet the business demand more efficiently and sustain business growth.

5.1.3 Technology and R&D status

5.1.3.1 Technological level and R&D for the engaged businesses

As for registered inspection files necessary for entering highly regulated markets, such as the U.S. and Europe, the company had registered 53 DMFs (Drug Master Files) with the U.S. FDA as of the end of December 2016, on top of 21 EDMFs (European DMFs) in some 30 European countries, including CEP (COS) for 10 products, applicable in the European Union. Worldwide, the company has made 752 drug registrations and number of its DMFs will increase further yearly, along with increase of the company's product development items and the need of customers in drug marketing.

As for intellectual properties, except patents no longer being upheld by the company due to irrelevance to the company's long-term development, the company now owns 59 inventions, as well as 331 patents worldwide (as shown in the table below). As for technologies needed for mass production of peptide, in addition to the use of solid-phase synthesizing machine, the company has also established technological platform for semi-solid phase synthesis. The company can flexibly embrace either of the two technologies, both fit for cGMP production, according to the features of needed peptide, giving it an extra adaptability and response capability.

No.
Product
Title Patent number Country
1 Asymmetric synthesis of a key
Benazepril intermediate for making US6548665B2 US
benazepril and analogues thereof
Monoclonal antibody with the
2 Bio
capability of neutralizing enterovirus
US7718775B2 US
type 71 infection
US7662980B2 US
AU2007309534B2 Australia
AU2012203862B2 Australia
Clli
3 rystane Crystalline forms of docetaxel and US8357811B2 US
Docetaxel process for preparation thereof
KR1266549B1 Korea
CA2756603C Canada
CA2667416C Canada
US7307162B2 US
IN232259B India
AU2004276354B2 Australia
CN1875004B China
CA2540248C Canada
Resolution of a Narwedine
4 Galantamine Amide Derivatives EP1670767B1 EP(Switzerland)
EP1670767B1 EP(Germany)
EP1670767B1 EP(France)
EP1670767B1 EP(United Kingdom)
EP1670767B1 EP(Italy)

~109~

No.
Product
Title Patent number Country
JP5020633B2 Japan
IL174551 Israel
5 Process of making an US7572898B2 US

alpha-anomer enriched
TWI322812B Taiwan
2-deoxy-2, CN101203525B China
ibi
Gemctane 2-difluoro-D-ribofuranosyl KR1171087B1 Korea
sulfonate and use thereof for IN261002B India
makinga beta nucleoside JP5091126B2 Japan
6 US7151179B2 US
CN100344633C China
IN230431B India
AU2004238358B2 Australia
IL171789 Israel
Process for the preparation of CA2578767C Canada
Irinotecan 7-alkyl-10-hydroxy-20
EP1628982B1 EP(France)
(S)-camptothecin EP1628982B1 EP(Germany)
EP1628982B1 EP(Italy)
EP1628982B1 EP(Switzerland)
EP1628982B1 EP(United Kingdom)
JP05270091B2 Japan
7 US7435818B2 US
EP1951235B1 EP(France)
EP1951235B1 EP(United Kingdom)
DE602006012871D1 EP(Germany)
Crystal forms of irinotecan CN101277694B China
Irinotecan
hydrochloride KR1150504B1 Korea
JP5119153B2 Japan
AU2006292328B2 Australia
IN262633B India
CA2623117C Canada
8 Process for making taxane
Paclitaxel US6531611B2 US
derivatives
9 Process for the Preparation of US8952139B2 US
SGLT2 β-C-aryl Glucosides CN103974964B China
β-C- TWI488861B Taiwan
10 US7332621B2 US
Tamsulosin Process for preparing Tamsulosin CN100545148C China
TWI330175B Taiwan
US7897795B2 US
TWI367206 Taiwan
AU2009250938B2 Australia
Travoprost Process for the preparation of CN102056887B China
11 and prostaglandin analogues and EP2274266B1 EP(France)
Bimatoprost intermediates thereof EP2274266B1 EP(Germany)
EP2274266B1 EP(United Kingdom)
EP2274266B1 EP(Spain)
EP2274266B1 EP(Italy)

~110~

No.
Product
Title Patent number Country
JP5485980B2 Japan
US8742143B2 US
US8436194B2 US
KR1634818B Korea
CA2721102C Canada
12 Topotecan Process for makingTopotecan US7977483B2 US
US7985879B2 US
TWI343909B Taiwan
AU2008239730B2 Australia
CA2683098C Canada
IN274735B India
KR1172044B1 Korea
JP5441883B2 Japan
EP2146719B1 EP(Austria)
EP2146719B1 EP(France)
Galantamine
EP2146719B1 EP(Germany )
13 intermediate Process for Making Galantamine EP2146719B1 EP(Greece)
C2 EP2146719B1 EP(Ireland)
EP2146719B1 EP(Italy)
EP2146719B1 EP(Poland)
EP2146719B1 EP(Slovenia)
EP2146719B1 EP(Spain)
EP2146719B1 EP(Switzerland)
EP2146719B1 EP(United Kingdom)
EP2146719B1 EP(Hungary)
CN101674835B China
US8013158B2 US
AU2008241509B2 Australia
CN101730702B China
Crystalline forms of topotecan CA2684599C Canada
14 Topotecan- hydrochloride and processes for JP05315337B2 Japan
crstal makin the same
y g EP2139899B1 EP(United Kingdom)
EP2139899B1 EP(France)
EP2139899B1 EP(Germany )
IL201603 Israel
15 Process for preparing aromatase
Exemestane KR1446825B1 Korea
inhibitors
US8138343B2 US
CN101686968B China
CA2690145C Canada
EP2170329B1 EP(Austria)
Crystalline Polymorph of
16 SN38
7-ethyl-10- hydroxycamptothecin
EP2170329B1 EP(Germany)
EP2170329B1 EP(United Kingdom)
EP2170329B1 EP(Italy)
EP2170329B1 EP(Romania)

~111~

No.
Product
Title Patent number Country
EP2170329B1 EP(Slovenia)
EP2170329B1 EP(Spain)
EP2170329B1 EP(France)
EP2170329B1 EP(Greece)
EP2170329B1 EP(Hungary)
AU2008269148B2 Australia
JP05860213B2 Japan
KR1579625B1 Korea
17 Process of Making
2-Deoxy-2,2-Difluoro-D-Ribofur
Gemcitabine US8168766B2 US
anosyl Nucleosides and
Intermediates Therefor
18 Polymorphic Formof Granisetron
US8193217B2 US
Granisetron Hydrochloride and Methods of

Makingthe same
CN102131506B China
19 IL211100 Israel
US8212021B2 US
AU2009279461B2 Australia
CA2733591C Canada
CN102216315B China
KR101660549B1 Korea
EP2318423B1 EP(Austria)
Process for Making EP2318423B1 EP(Germany)
Azacitidine 5-Azacytosine Nucleosides and
EP2318423B1 EP(Spain)
Their Derivatives
EP2318423B1 EP(France)
EP2318423B1 EP(United Kingdom)
EP2318423B1 EP(Greece)
EP2318423B1 EP(Hungary)
EP2318423B1 EP(Italy)
EP2318423B1 EP(Romania)
JP5650643B2 Japan
US8212002B2 US
20 Glatiramer Synthesis of Glatiramer Acetate IL211052 Israel
CN102112485B China
21 US8232387B2 US
Process for the preparation of
US8338586B2 US
Cladribine 6-amino-2-chloro-9-(2’ EP2467391B1 EP(Germany)
-deoxy-β-D-ribofuranosyl)-9H-p
urine EP2467391B1 EP(France)
EP2467391B1 EP(United Kingdom)

~112~

No.
Product
Title Patent number Country
EP2467391B1 EP(Spain)
EP2467391B1 EP(Italy)
TWI399381B Taiwan
22 US8252896B2 US
IL211555 Israel
AU2009288027B2 Australia
TWI395752B1 Taiwan
KR1634830B Korea
Bivalirudin Process for Making Bivalirudin
CA2736126C Canada
EP2349307B1 EP(Germany)
EP2349307B1 EP(France)
EP2349307B1 EP(United Kingdom)
JP5788321B2 Japan
US8350023B2 US
KR1630468B Korea
23 Gemcitabine Crystalline Polymorphs of EP2303906B1 EP(Germany)
base Gemcitabine Base EP2303906B1 EP(France)
EP2303906B1 EP(United Kingdom)
AU2009257344B2 Australia
24
US8420672B2 US
Solid Forms of
3-(4-amino-1-oxo-1,3-dihydro-is
Lenalidomide oindol-2-yl)-piperidine-2,6-dione
TWI475014B Taiwan
and Methods of Making The
Same
AU2010296072B2 Australia
AU2010291893B2 Australia
CN102209467B China
CN102171195B China
EP2341772B1 EP(Austria)
EP2341772B1 EP(Germany)
EP2341772B1 EP(Spain)
25 EP2341772B1 EP(France)
Dibi Shi f Dibi
ectane yntess o ectane EP2341772B1 EP(United Kingdom)
EP2341772B1 EP(Croatia)
EP2341772B1 EP(Hungary)
EP2341772B1 EP(Italy)
EP2341772B1 EP(Netherlands)
EP2341772B1 EP(Romania)
EP2341772B1 EP(Turkey)

~113~

No.
Product
Title Patent number Country
US8586729B2 US
IL212065 Israel
JP5766703B2 Japan
26 A New Process for Preparing
Atazanavir US8461347B2 US
Form A Atazanavir sulfate
27 US8481728B2 US
TWI418559B Taiwan
EP2536724B1 EP(Germany)
EP2536724B1 EP(Spain)
Process for preparing Entecavir
Entecavir EP2536724B1 EP(France)
and intermediates therefor
EP2536724B1 EP(United Kingdom)
EP2536724B1 EP(Italy)
CN102741254B China
JP5791636B2 Japan
28 Preparing bortezomib using
Bortezomib racemic α-aminoboronic US8497374B2 US
ester intermediate
US8563719B2 US
US8710221B2 US
TWI453202B Taiwan
AU2011232219B2 Australia
CN102812019B China
EP2550269B1 EP(Germany)
EP2550269B1 EP(Spain)
EP2550269B1 EP(France)
29 Process and Intermediates for EP2550269B1 EP(United Kingdom)
Liib
apatn Preparing Lapatinib EP2550269B1 EP(Italy)
EP2550269B1 EP(Austria)
EP2550269B1 EP(Switzerland)
EP2550269B1 EP(Sweden)
EP2550269B1 EP(Portugal)
EP2550269B1 EP(Greece)
IL222085 Israel
CA2793742C Canada
JP5833626B2 Japan
US8575373B2 US
30 IL230976 Israel
Cbil Clli F f Cbil
aaztaxe rystane orms o aaztaxe. TWI526437B Taiwan
US8735611B2 US
US8497630B2 US
31 Glatiramer Methods of analyzing peptide IL216223 Israel
i
mxtures EP2427199B1 EP(Germany)
EP2427199B1 EP(France)

~114~

No.
Product
Title Patent number Country
EP2427199B1 EP(United Kingdom)
AU2010245773B2 Australia
32 Methods for Chemical
Glatiramer
Equivalence in Characterizing of US8643274B2 US
Complex Molecules
US8648188B2 US
33 EP2404926B1 EP(Germany)
Preparation for EP2404926B1 EP(Spain)
Clofarabine 2-chloro-9-(2'-deoxy-2'-fluoro-β- EP2404926B1 EP(France)
D-arabinofuranosyl)-adenine EP2404926B1 EP(United Kingdom)
EP2404926B1 EP(Italy)
CN102311472B China
US8765370B2 US
US8642327B2 US
CN102648288B China
AU2010258348B2 Australia
34 Cell Inhibition-based High-throughput TWI475109B Taiwan
Srnin Srn Strt fr Cll Cln
ceeg cee aegy o e oes EP2440676B1 EP(Germany)
EP2440676B1 EP(France)
EP2440676B1 EP(United Kingdom)
JP05797192B2 Japan
US8889853B2 US
TWI434857B Taiwan
EP2625183B1 EP(Germany)
EP2625183B1 EP(Spain)
EP2625183B1 EP(France)
EP2625183B1 EP(United Kingdom)
EP2625183B1 EP(Italy)
35 Process for the Preparation of EP2625183B1 EP(Austria)
Fdi Dihid Alid Hi
onaparnux saccares ppe to eparn EP2625183B1 EP(Switzerland)
Pentasaccharides
EP2625183B1 EP(Sweden)
EP2625183B1 EP(Portugal)
EP2625183B1 EP(Greece)
IL225048 Israel
JP5883453B2 Japan
AU2011312907B2 Australia
CN103168045B China
US8846958B2 US
TWI434837B Taiwan
EP2627647B1 EP(Germany)
36 Processes for the Preparation of EP2627647B1 EP(Spain)
Lbi
uprostone Lubiprostone EP2627647B1 EP(France)
EP2627647B1 EP(United Kingdom)
EP2627647B1 EP(Italy)
NZ608823B New Zealand

~115~

No.
Product
Title Patent number Country
AU2010362494B2 Australia
CN103180306B China
JP5755750B2 Japan
Intermediates for the preparation
US9012662B2 US
of lubiprostone
US8722921B2 US
Intermediate Process for Reduction of JP5944929B2 Japan
37 for Protease α-acyloxy Sulfide Derivative TWI429620B Taiwan
Inhibitor
CN103391919B China
38 Process for Cabazitaxel and
Cabazitaxel US8722900B2 US
Intermediates Thereof
US8748594B2 US
39 JP5643844B2 Japan
TWI477510B Taiwan
Topiramate Process for the Preparation and CN102725301B China
Purification of Topiramate
EP2367836B1 EP(Germany)
EP2367836B1 EP(France)
EP2367836B1 EP(United Kingdom)
40 TWI443100B Taiwan
US9051322B2 US
Pemetrexed Process for the Production of
AU2011363636B2 Australia
disodium Pemetrexed Salt
CN103459392B China
JP5826371B2 Japan
41 US8846953B2 US
NZ609475 New Zealand
Processes for the Preparation of
Sunitinib

3-(pyrrol-2-yl)methylene)-2-pyrr
JP5732541B Japan
malate
olones Using 2-silyloxy-pyrroles AU2010363613 Australia
CN103328465B China
42
US8835179B2 US
Real-time Monitor Solid Phase CN103261889B China
Peptide Peptide Synthesis (SPPS) by
Mass Spectrometry JP5944911B2 Japan
TWI510781B Taiwan
43 US8859765B2 US
JP5918386B2 Japan
Process for the manufacture of KR1647415B Korea
MITH
chiral catalysts and their salts CN103974932B China
TWI483926B Taiwan
AU2012346860 Australia

~116~

No.
Product
Title Patent number Country
44 TWI460163B Taiwan
US9085533B2 US
US9233925B2 US
A novel Process for the
Roflumilast CA2865539C Canada
Preparation of Roflumilast
KR1680182B Korea
CN104245672B China
NZ629161 New Zealand
45 Peptide chromatographic
purification assisted by
US8933196B2 US
Large-peptide
combining of solubility
parameter and solution

conformation energycalculations
TWI510276B Taiwan
Dapagliflozin US8999941B2 US
46
and
Crystalline and Non-crystalline CN103889429B China
F f SGLT2 Ihibit
Canagliflozin orms o nors TWI495472B Taiwan
47 Analytical method for testing
Fondaparinux TWI479150B Taiwan
sulfatingoligose
48 Manufacturing method for
Fondaparinux TWI478934B Taiwan
fondaparinux sodium
49 Process for the Production of
Fondaparinux US9346844B2 US
Fondaparinux Sodium
50 A Process for the Preparation of
Leuprolide and its
Leuprolide US9150615B2 US
Pharmaceutically Acceptable
Salts
51 Preparation method for
Abiraterone TWI506034B Taiwan
abiraterone and intermediates
52 Process of Preparing a
Gefitinib TWI541235B Taiwan
Quinazoline Derivative
53 Process for the Preparation of
SGLT2 US9328100B2 US
beta-C-Arylglucosides
54 A Process for the Preparation of
Regadenoson TWI527826B Taiwan
Regadenoson
55 Crystalline Forms of Pemetrexed
Pemetrexed
Diacid and Manufacturing TWI551603B Taiwan
diacid
Processes therefor
56 A Metal-Catalysed ASymmetric
1,4-Conjugate addition of
Vinylboron Compounds to
Prostaglandin
2-Substituted-4-oxy-Cyclopent- TWI541227B Taiwan
Platform
2-en-1-ones to Yield
Prostaglandins and Prostaglandin
Analogs
57 Intermediate for the preparation
Paliperidone US7629469B2 US
ofpaliperidone
58 US9309259B2 US
Process for Ixabepilone and
Ixabepilone Taiwan
Intermediates Thereof TWI520956B

~117~

No.
Product
Title Patent number Country
US9465032B2 US
EP2786147B2 EP(Spain)
59 Liposome Method for Selecting a Pool of EP2786147B2 EP(Italy)
screening Molecules EP2786147B2 EP(Germany)
EP2786147B2 EP(France)
EP2786147B2 EP(United Kingdom)

5.1.3.2. R&D Expenses for the latest Two Years as of Annual Report print date

Unit: NT$ thousands

Year 2015 2016 Jan.~April 2017
Combined R&D expense 324,214 279,575 84,314
Combined Net Operating Revenue 3,955,207 4,030,921 1,180,724
Combined R&D expense/ Combined
Net OperatingRevenue(%)
8.20 6.94 7.14

5.1.3.3.Generic-drug active pharmaceutical ingredients or technologies successfully developed in recent five years.

in recent five years.
Year Products
2012 Roflumilast
SPT1317
SPT1181
SPT1213
2013 Abiraterone
Everolimus
Regadenoson
Fosaprepitant
2014 Lapatinib
Apixaban
Gefitinib
SPT1325
2015 Apremilast
Celecoxib
Enzalutamide
Ibrutinib
Idelalisib
SPT1366
2016 Brexpiprazole
Cangrelor
Olaparib
Palbociclib

~118~

5.1.4 Long-term and Short-term Development

In product marketing, the company targets both near- and long-term markets. Upon its inception, the company focused on solicitation of generic-drug pharmaceutical firms and patented drug firms as customers. Along with enhancement of R&D and production capability, as well as changes in market demand, the company has considerably expanded its customer base. Based on the mutual trust with customers built up over the past years, the company has established a business development division, in charge of joint development of products with customers under a strategic alliance, so as combine the R&D on active pharmaceutical ingredients in the upstream sector and preparations in the downstream sector, creating even greater benefits. Meanwhile, in practice select niche products from the angles of intellectual properties, technologies, and markets, so as to boost the market value of end products. In addition, backed by its existing technological prowess and service quality, the company is capable of providing process R&D and cGMP manufacturing service to pharmaceutical firms. It can carry out outsourcing manufacturing for new-drug pharmaceutical companies, functioning as their important partners. To maximize profits for the company, shareholders, and employees, as well as care for both near- and long-term benefits, the company seek, in line with market demands, business development according to the following strategies:

--Near term:

Cautiously select active pharmaceutical ingredients for development, to meet the needs of generic-drug companies, and clinical-test drugs with potential, from the angle of functional mechanism, to meet the needs of patented-drug pharmaceutical firms for outsourcing manufacturing, so as to augment benefits in the future.

Take advantage of the expanded capacities of Taiwan's Tainan plant and mainland China's Changshu plant to expand business volume and high-quality custom services.

Via strategic alliance, jointly develop, on one hand, drugs with downstream preparations companies, using developed active pharmaceutical ingredients, and new derivatives of developed active pharmaceutical ingredients, from the perspective of preparations companies, so as to pocket maximum benefits.

--Medium term:

Take advantage of the new injection-drug plant in Taiwan to augment the added value of ScinoPharm's active pharmaceutical ingredients for anti-cancer drugs and satisfy the need of the company's customers for one-stop shopping service.

Utilize production lines in China, ready for operation now, to augment ScinoPharm's capacity in supplying to the needs of the global market, and join hands with strategic partners to accelerate development, in compliance with Chinese laws/regulations, of preparations, so as to tap China's domestic market and expand output value. Join hands with Japanese customers in tapping Japan's generic-drug market and tap other emerging markets via agencies.

  • --Long term:

Develop complete R&D and production capability covering both active pharmaceutical ingredients and injection drugs and cooperate with special-drug R&D units in foraying into quasi-new drug market.

Contents and fruits for the utilization of the aforementioned strategies follow:

  • (1) Markets of generic drugs and active pharmaceutical ingredients--customer orientation in product selection.

The company cooperates closely with generic-drug customers in pinpointing possible

~119~

patent deadlines for new drugs, from the perspective of patent litigation, and selecting products with high potential, without the concern of patent infringement. Then, via different strategies and in line with customer needs, provide active pharmaceutical ingredients and related R&D and outsourcing manufacturing service, thereby becoming exclusive suppliers to specific customers for specific products and determining, via discussion with pharmaceutical firms, items for long-term development, in order to establish long-term stable cooperative relationship. Backed by its high expertise and insight for market trend, the company is capable of developing highly active products with high technological threshold, as a result of which some of its active pharmaceutical ingredients boast high shares on the global market.

  • (2) Outsourcing manufacturing for patented drug firms--branded quality and Asian edge

Compared with development active pharmaceutical ingredients of generic drugs, outsourcing manufacturing for new drugs entails lower cost but generates higher profits. Having passed many times inspection by U.S. FDA and regulators of other developed countries, the company has obtained an branded repute for high-specifications manufacturing capability on the global market, ready to undertake outsourcing manufacturing for many patented drug companies.

Presently, ScinoPharm has formed cooperative relationship with a number of international patented drug companies, providing active pharmaceutical ingredients during the development stage for new drugs. Some of such new drugs have completed clinical tests and been approved by the U.S. FDA and other countries' regulators for marketing.

Active pharmaceutical ingredients for new drugs command higher margin than active pharmaceutical ingredients for generic drugs, although new-drug firms are more demanding in plant specifications and manufacturing process, especially for drugs meant for the U.S. and European markets. ScinoPharm is capable of meeting international standards, in terms of software/hardware, control system, analysis and design capability, technological prowess, production skills, and quality control, acquiring established repute for outsourcing manufacturing service.

  • (3) Actively expand capacity--shorten product development cycle and provide one-stop shopping service

ScinoPharm Taiwan began to build two new large-scale production lines in 2012, which already started operation in 2013. The production line of ScinoPharm (Changshu) Pharmaceuticals in China have also been completed and ready for test run in the first quarter of 2016, after passing inspection, with zero flaw, by the U.S. FDA in the fourth quarter of 2015. These production lines have strong edge in the development and manufacturing of active pharmaceutical ingredients and intermediates with higher demand. Therefore, proper arrangement of production can not only improve production process and materials management, but also provide most efficient service, in terms of time, legal compliance, and market.

As both the Tainan plant and the Changshu plant have in-house R&D centers, ScinoPharm is capable of supplying upstream key intermediates and active pharmaceutical ingredients, giving it an edge of vertical integration. The company aims to provide products with the shortest development cycle and "interactive compound custom service," a one-stop shopping service for the marketing of new products, so as to meet the needs of developers of brand-name drugs and new drugs.

Finally, the company has also forayed into the realm of injection drugs and preparations, starting to construct related facilities in the second half of 2013, which had been completed in 2015. The first production line, undergoing equipment certification and conducting test run now, is expected to turn out trial products in 2017. It will be able to

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conduct integrated production of active pharmaceutical ingredients and injection drugs for sales via global marketing channel, thereby accelerating business development.

  • (4) Development plan for the Chinese market

Mainland China is expected to become the world's second largest pharmaceutical market in 2016, next to the U.S. As China's pharmaceutical laws/regulations/system are undergoing major adjustment, the company has started strategic deployment in the market, with an eye to active pharmaceutical ingredients and preparations. ScinoPharm will select from its product lineup items with high technological threshold and competitive edge for cooperating with Chinese pharmaceutical firms for development of preparations for the Chinese market.

  • (5) Strategic alliance for drug development-march towards the realm of new drug development.

Take advantage of ScinoPharm R&D team's capability in synthesis and preparations, select new drugs with development potential as R&D subjects via evaluation from the angles of intellectual properties, technologies, and market need, and then upgrade the R&D capability for new-drug development, in preparation for marching towards the realm of new-drug development. Join hands with new-drug companies, via strategic alliance, in engineering new-drug development, cooperate with companies of quasi-new drug preparations in joint development of competitive 505(b)2 quasi-new drugs, or take part, as a specialized investor, in alliance for new-drug development, in which ScinoPharm can lead the development of process for active pharmaceutical ingredients, boosting the edge of the alliance. Finally, ScinoPharm can dominate new-drug development using structural features deriving from the active pharmaceutical ingredients developed and then team up with pre-clinical test or clinical-test operators in developing new drugs, gradually ushering the company into the realm of new-drug development.

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5.2 Market and Sales Overview

5.2.1Market Analysis

5.2.1.1 Major Products (Services) by Region

Unit: NT$ thousands %


Region
Year 2015 2016 2016
Amount % Amount %
Abroad US&CAN 1,663,714 42 2,022,097 50
EU 882,878 22 839,776 21
AU&NZ 193,425 5 72,251 2
ASIA 1,060,199 27 930,153 23
Subtotal 3,800,216 96 3,864,277 96
Domestic Market 154,991 4 166,644 4
Total Combined Revenue 3,955,207 100 4,030,921 100
  • 5.2.1.2 Outlook of supply and demand in the market and growth potential

  • According to IMS report, in 2016 the three medicines with largest outlays in industrially developed nations (the U.S., five European nations, Japan, and Canada) and pharmaceutical emerging countries (China, Brazil, Russia, India, Turkey, and Mexico) are, in descending order, anti-cancer, cardiovascular, and autoimmune diseases, topping US$75.3 billion in total . With compound average growth rate (CAGR) reaching 9-12 during 2016-2021 and will reach US$120 to US$ 135 billion on Year 2021. Further increase in the number of anti-cancer new drugs and generic drugs on the market will entail massive demand for active pharmaceutical ingredients of anti-cancer drugs. ScinoPharm will be a major beneficiary of the trend, in view of its leading market status, in terms of the number of products or services provided to major customers.

Furthermore, with the demand in the pharmaceutical industry for the production of anti-cancer injection drugs becoming every higher, including that from those companies lacking production capability for anti-cancer injection drugs, production of many anti-cancer injection drugs has been outsourced to CMOs (contract manufacturing organizations). With related laws/regulations having become increasing rigorous worldwide, many injection-drug companies in the U.S. and Europe have been unable to meet legal requirements. Some major anti-cancer injection-drug CMOs or in-house injection-drug plants of ScinoPharm's customers have received warning from the U.S. FDA demanding improvement by a deadline or face mandatory closure. The situation has led to overstrained supply of injection-drug contract production, especially anti-cancer injection drugs.

Aware of the market demand and based on the finding of a recent market study of its customers worldwide, ScinoPharm has started evaluation of a plan for downward vertical integration, aiming for an all-round business ranging from R&D for active pharmaceutical ingredients to contract production for anti-cancer injection drugs, so as to meet customer needs and foray into the fast growing anti-cancer pharmaceutical market.

  • 5.2.1.3 Competitive niche and development outlook

The company's competitive niche lies in: 1) high-caliber R&D team: Members of the company's R&D team major in disciplines of synthesis or analysis, mostly with doctorate degree, under the leadership of veteran managers. It is the most R&D team among

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domestic peers; 2) bountiful R&D results: In addition to around 80 inventions, the company has filed 500 patent applications and submitted 10 papers to academic journals, attesting to its bountiful R&D fruits; 3) complete production facilities: For the purpose of pluralized functions, the company's production lines are capable of producing highly active pharmaceutical ingredients of cellular-toxin, steroid, hormone, and anti-cancer drugs. The R&D unit is furnished with a wide range of equipment, including nuclear magnetic resonance, crystal diffractometer, and mass spectrometer, enabling the company to overcome various barriers in producing unique active pharmaceutical ingredients; 4) seasoned operating skill: With veteran experience, operators can operate efficiently and effectively utilize solvents, reducing unnecessary expenses and thereby lowering cost; 5) good product quality: Thanks to complete process norms put forth by the R&D team and strict abidance by the GMP requirements, the company has firm grip of the production flow, resulting in good quality; 6) good customer relationship and competent marketing capability: Thanks to long-standing supply, regular visits to customers for understanding their needs, and meeting of customers' emergent needs, the company has established a relationship of mutual trust with customers, facilitating works of the marketing team; 7) complete after-sales legal support: As active pharmaceutical ingredients have to be subject to the inspection of regulators, the company actively replies to the concern of inspectors about active pharmaceutical ingredients and preparations, thereby facilitating the acquisition of generic-drug licenses by customers, which also benefit the company. In addition to the aforementioned niche, the company stresses market segmentation in development strategy, as shown in its selection of development targets:

  • A. Highly active and low toxic products

When processing highly active and low toxic chemicals, many producers of active pharmaceutical ingredients often create serious polluting and workplace-safety problems, disrupting supply to customers. ScinoPharm already installed sufficient protective facilities for highly active products from the outset at its factories. Despite the high cost for the facilities, they can augment the company's edge in producing highly actively products, such as steroid and toxic cellular compounds.

In view of the low-toxin requirement for injection drugs, the company is furnished with highly pure water supply system, capable of producing pure water similar to WFI (water for injection) in quality. As a result, ScinoPharm Taiwan's products boast very low toxin, another edge of the company. Industry insiders note that there are only a few companies capable of producing injection drugs on the market. Thanks to its manufacturing edge meeting market need, the company has been acknowledged as an injection-drug supplier, segmented from members of low-priced market. The company has become a reputed injection-drug supplier among international generic-drug pharmaceutical firms.

  • B. Raw materials/products with difficulty to obtain from supply chain

To secure raw materials, the company embrace a mode similar to development of new products, wherein it join hands with long-term partners in the R&D of raw materials, to assure stable supply of raw materials for mass production. For instance, the company has signed contract with Chinese-yew (Taxus chinensis) plantation for supply of 10-DAB, contained in the plant's leaves, which is needed for producing paclitaxel and docetaxel, the company's two major products. Therefore, despite price drop of 10-DAB following increase of qualified suppliers, the company has enjoyed steady supply of the material, giving it an edge of head start.

  • C. Peptide

Thanks to gene sequencing, humans have more understanding of the function of genes and their association with peptide, paving the way for the rollout of more medicines containing peptide. Moreover, via constant improvement and progress in drug

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production, there will be increasing methods for transmission of peptide in human bodies, leading to rapid growth in the number of and demand for peptide medicines. In the past, annual market demand for peptide reached only several kilos, resulting in substantial idled capacity, a problem which has been substituted by strained capacity, thanks to rapid increase in demand in recent years. The traditional solid-phase peptide synthesis can be applied in mass production but the production equipment is expensive, on top of the high cost and disposal problem for the solvent needed for its purification. In addition to solid-phase peptide synthesis, the company has introduced the technology for forecasting solubility and the technology of continuous parallel purification, which greatly simplifies purification process and slashes the use of solvent. In addition, a chemical reaction is applied for final assembly of peptide, following the use of solid-phase synthesis, thereby eliminating the problem of connection caused by solubility issue. Finally, carry out reaction via traditional liquid-phase chemical reactor to change chemical polarity and produce sediment, thereby achieving convenient purification. This constitutes the company third technology for peptide production, featuring even reaction and simple separation and purification.

Furnished with aforementioned technologies, the company can apply optimal technology for different kinds of peptide medicines, which enable it to catch up with major suppliers of active pharmaceutical ingredients of peptide medicines, such as UCB, Lonza, Bachem, and Polypeptide, thereby breaking their oligopoly of the market, an outcome aspired by generic-drug companies or developers of new medicines.

D. Injection drugs

ScinoPharm Taiwan specializes in the development and production of active pharmaceutical ingredients of anti-cancer medicines featuring high activity and high technological threshold. It is a leading supplier of raw materials for highly active anti-cancer injection drugs, with the largest variety of products in the field worldwide. Moreover, it has extended its operation to downstream production of injection drugs by building an injection-drug plant which meets the international cGMP standards.

At present, most customers of active pharmaceutical ingredients of anti-cancer medicines are incapable of producing injection drugs and rely on the manufacturing service of dedicated manufacturers of anti-cancer injection drugs, overstraining the latter's capacity, especially those which meet the cGMP standard. The situation has deteriorated, as many injection-drug manufacturers in the U.S. and Europe have received warning notice from the FDA demanding improvement by a deadline or even termination of production, for failing to meet cGMP standard, which has become increasing rigorous. Therefore, many generic-drug companies are eagerly seeking cooperative partners capably of stable supply at good quality. The extension of the company to downstream manufacturing will enable it to provide one-stop shopping service to customers, thereby not only consolidating its existing business of active pharmaceutical ingredients but also augmenting its long-term competitive edge and expanding leeway for growth.

Facilities of the company's injection-drug plant, situated in Tainan Science Park, have been completed. The plant consists of the operational sections of R&D, quality control, cleansing, sterilization, manufacturing, filling, freezing and drying, packaging, and warehousing, capable of producing injection drugs in various forms, including bottled liquid, bottled frozen dried powder, and injection drugs filled in syringes. ScinoPharm will focus on anti-cancer injection drugs but also other injection drugs via arrangement of production lines, giving the injection-drug plant a complete function. The transformation is meant to provide value-added service to customers, without causing conflict with customers' business. The plant will boast versatile functions, including contract manufacturing service for existing customers of active pharmaceutical ingredients, development of own medicines, registration and production

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of injection drugs for sale to customers, and custom service for international pharmaceutical firms.

  • 5.2.1.4 Favorable and adverse factors for development outlook

  • A. Favorable factors:

  • a. Government policy

In line with the thriving development of biomedicine industry worldwide, various governments have put forth programs pushing the development of the industry. In Taiwan, the Board of Science and Technology, under the Executive Yuan (the Cabinet), passed the "diamond action plan for Taiwan's biotech takeoff," renamed "action plan for takeoff of Taiwan's biotech industry" later on, in 2012.

According to the latest version of its medical regulation GMP, dubbed "regulation governing quality and quality of medicine production" (revised in 2010), the Chinese government will force exit of pharmaceutical manufacturers with lower output and quality from the market, while encouraging others to invest more in transformation or carryout merger and acquisition. The policy will be conducive to the development of quality enterprises.

At the end of 2015, the Chinese government issued a decree calling for intensifying the screening of imitation medicines and the review and approval of modified new medicines, improving the review and approval of clinical test, concentrating the review and approval of medicines of the same category, permitting applications to withdraw applications for unqualified medicines, strictly screening the safety and effectiveness of medicines, speeding up the screening and approval of medicines in urgent need for clinical tests, permitting the request for clinical test and medicine application before the expiration of patents, strictly penalizing faking of clinical tests, inducing rational applications, and regulating review of medicine registration. These measures are meant to reform the review and screening system for medicines. One key objective to enhance the quality of imitation medicines. As a result, the medicine review and screening system of China will link up with the international practice, facilitating the development of companies meeting international norms in the market.

In its 12th five-year national development plan, the Chinese government has set a 20% annual growth target for the nation's medicine market and encourage enterprises to build high-caliber plants, boosting the edge of its medicine industry. Another objective is to link China's biomedicine industry with the world. A major challenge for the nation is its fast expanding aged population. According to the forecast of the Economist Intelligence Unit, China's population will hit 1.36 billion at the end of 2016, the highest worldwide and slightly higher than India, 9.7% of which, or 130 million, will be people aged 65 or over, up from 2011's 8.4%. The aged population has high demand for medical and hygiene service, as aged citizens are more vulnerable to disease due to weaker immune system. Presently, the aged population accounts for 23-40% of China's prescription medicine market and 40-50% of the over-the-counter medicine market. Prompted by the rosy outlook, the company started to deploy in the Chinese market several years ago.

In October 2015, the talk on TPP (Trans-Pacific Partnership), spearheaded by the U.S., resulted in an agreement on medicine norm, which will be based on the Hatch-Waxman Act of the U.S., in the close linkage between patents and medicine applications, facilitating the extension of the company's operation to other markets, due to its focus on the U.S. market. Passed in 1984, the U.S. Hatch & Waxman Act encourages in principle the application and usage of generic drugs, helping the latter achieve 70% market penetration rate in the U.S. (For every 100 prescription, 70 use generic drugs). The implementation of the "Patient Protection and Affordable Care Act," or known as "Obamacare," following its passage in March 2010, has further boosted the development of generic drugs.

  • b. Accelerated approval for marketing of new medicines and generic drugs In 1992, the U.S. FDA promulgated the "Prescription Drug User Fee Act" (PDUFA),

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requiring pharmaceutical firms to pay fees to the FDA when applying for approval of new medicines, generating several tens of millions of U.S. dollar of extra income for the FDA for use in accelerating approval of applications for new medicines. Consequently, the majority of new drug applications (NDA) now need only one review cycle for approval, half of the previous duration.

In 2012, the "Generic Drug User Fee Amendments" (GDUFA) was promultgated, according to which pharmaceutical firms have to pay screening fee and fee for the cost of inspection facilities for applying the approval of generic drugs. The act has boosted the efficiency of the FDA in screening and approving applications for generic drugs, slashing backlog of applications awaiting approval, and shortening average screening time, on top of additional risk check, facilitating marketing of generic drugs and enabling the public to access safe and effective generic drugs. The proposition of GDUGA was prompted by the success of PDUFA, which had helped patients obtain safe and effective new prescription drugs more rapidly. The implementation of GDUFA has facilitating obtaining of information on generic-drug manufacturing facilities and sites worldwide, augmenting the safety of global supply chain.

  • c. Secure supply sources for key materials and cooperate closely with customers to speed approval of marketing for products

On the global prescription-medicine market, some active pharmaceutical ingredients most demanded by generic-drug pharmaceutical firms are very difficult to come by or are very difficult for certification and analysis. As a result, the market of generic drugs is still often in the firm grip of the original patent owners, despite the expiration of the patents. Therefore, in addition to effective planning for the sources of active pharmaceutical ingredients, the company has invested, in terms of manpower and fund, in related analytical work and actively cooperated with customers in obtaining approval of the marketing of medicines within the shortest time possible, thereby facilitating the company's development.

  • d. Complying with cGMP norm

Pertaining to contract manufacturing of active pharmaceutical ingredients, despite higher cost than mainland Chinese and Indian counterparts, the company stands out on emphasis on patents and intellectual properties, cutting-edge facilities compliant with U.S. cGMP norm, in both hardware and software, and business mode and language compatible with the West. In China and India, only some large pharmaceutical firms can meet the requirements of quality and regulations in the U.S. and Europe, while great majority of companies there are incapable of large-scale investments for building plants compliant with the cGMP standard in the U.S. and Europe.

  • B. Adverse factors

  • a. Price competition for generic drugs

Generic drugs refer to drugs with expired patents, enabling pharmaceutical firms other than original patent owners to produce, following approval, drugs with similar ingredients, dosage type, dosage amount, and curative effect. The scramble for the generic-drug market among pharmaceutical firms has driven downward their prices, thereby dampening prices of active pharmaceutical ingredients and the gross margin of their manufacturers. Countermeasure:

The development of new generic drugs is a key strategy of ScinoPharm Taiwan, which selects development targets via analysis of market potential and possible competition. The company has been rolling out a number of generic drugs every year, focusing on those drugs which feature active pharmaceutical ingredients with high technological threshold, speedy R&D for synthetic method, and efficient process technology, so as to tap the market opportunities emerging after the expiration of patents. Following mass production, the company would continuously improve process technology, secure supply source for raw materials, and farm out front-end processing, so as to cut production cost. The company

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even develops process technology with cost lower than original patent owners, while upholding the purity and safety of products.

In general, the company would develop process technology for active pharmaceutical ingredients in one year following approval of original patent owners and then provide samples to generic-drug customers for conducting tests necessary for registration, in an effort to become their first supplier of active pharmaceutical ingredients. After setup of the partnership, the customers would need the approval of FDA for changing suppliers of active pharmaceutical ingredients, which would take two years and entail extra investments. The stable long-term partnership would help the company keep its overall gross margin at an adequate level.

Meanwhile, the company is building an injection-drug plant at the site of its existing Tainan plant, which will also accommodate the R&D on active pharmaceutical ingredients and preparations. Carry out integration of upstream and downstream operations to bolster the value of ScinoPharm's active pharmaceutical ingredients and the gross margin of its products, to cope with prices of generic drugs and active pharmaceutical ingredients trending downward. There are some 300 dedicated manufacturers worldwide capable of producing active pharmaceutical ingredients conforming to the standard set by the U.S. FDA. Only some 20 of them can provide highly active anti-cancer injection drugs, including ScinoPharm which boasts the largest product lineup in the pack, a market segmentation which constitutes a strong edge for the company in developing preparations and new anti-cancer medicines. As for active pharmaceutical ingredients, the company selects items featuring high technological threshold for early development and applies for patents for protecting process and crystal forms, upholding its edge. The development of preparations enables the company to take into account the schedule and steps for R&D on preparations in the R&D on active pharmaceutical ingredients enabling the company to have better grasp of the schedule for the marketing of drugs, compared with peers. The complete planning, on top of the market segmentation and timeliness for active pharmaceutical ingredients will furnish the company with a stronger edge than peers.

  • b. Price competition from China and India

Taking advantage of their low manufacturing-cost edge, China and India produce bulk generic drugs with low added value. Via imitation synthesis technology, India has grasp organic synthesis chemical technology and embraced low-price strategy in penetrating emerging markets.

Countermeasure:

Since its establishment, the company has targeted market of products featuring high technological threshold, such as active pharmaceutical ingredients for anti-cancer injection drugs. The company has been actively developing next-generation production technologies with higher efficiency, in order to supply active pharmaceutical ingredients at reasonable prices and help customer augment market competitiveness, while upholding the company's dominating status on the global market of active pharmaceutical ingredients.

The company specializes in special pharmaceutical ingredients featuring high technology, high price, and high activity. The Taiwan plant already passed five times of inspections by the U.S. FDA and the certification of the hygienic agencies of various countries, while the Changshu plant in China has also passed inspection by the FDA. In addition, the company has conducted rigorous control and management of public safety, hygiene, and the stability of process technology, to prevent intellectual-property infringement and harm to environmental ecology, while assuring stable supply. The purpose is to create a quality repute for the company's products, thereby upholding their competitive edge and assuring business performance and growth.

ScinoPharm has shipped active pharmaceutical ingredients to Europe and the U.S. for many years, accumulating abundant experience in compilation of product information, inspection

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and certification registration (such as DMF registration for active pharmaceutical ingredients), communications with regulators, and reply to official documents, which enables the company to provide legal and technological service to customers. The expertise has given the company a strong edge, as customers invariably expect abundant legal experience from suppliers of active pharmaceutical suppliers capable of replying to regulators quickly, so as to speed up the screening and marketing of drugs.

  • c. Laws/regulations on drug production feature strict standards and demand multiple inspections, as a result of which marketing of drugs has often been delayed, should the quality of their active pharmaceutical ingredients be doubted.

On top of protracted R&D process, as drugs are meant for application inside human bodies, the safety and effectiveness of active pharmaceutical ingredients are subject to rigorous screening and check of the regulator and have to pass certification before marketing. The end result is heavy pressure of development schedule and funding requirement, which often entrap small enterprises in financial difficulty.

Countermeasure:

The company has set up a legal unit for pharmaceutical affairs, in charge of import-related documents demanded by hygiene agencies of import countries or areas for approval of local sales. The company carries out internal auditing periodically, to assure compliance of the company's operation and internal procedures with cGMP standard. The regulation-compliance unit is in charge of affairs related to official inspection and customer auditing, cGMP education and training for staffers, stability testing plan, and annual product inspection. The company's quality assurance and control unit is responsible for the checking and testing of all products and samples, including raw materials, initiators, samples in process, and finished products, to assure compliance with set specifications. Since the company mainly produces pharmaceutical ingredients with high activity for anti-cancer injection drugs, monitoring and control of the water-supply system and manufacturing environment is crucial, in order to control the amount of particulate matters and microbes in equipment, to avoid contamination of medical-use pure water. In addition, the quality-control unit will stability test for samples, to assure that they are not affected by contamination of the external environment. Therefore, the company have fully prepared for meeting the strict standards of related laws/regulations for pharmaceutical production, enjoying a strong edge over peers.

  • d. In order to postpone the stocking up of generic drugs after their marketing, original patent owners tend to file suits for patent infringement.

As innovation and R&D is the core competence of the biomedicine industry, pharmaceutical firms would spare no effort in prevent infringement of their intellectual properties by competitors. In order to safeguard their market share, original patent-owning firms would file suit related to patents or intellectual-property infringement, blocking stocking up by generic-drug firms or shipment by suppliers of active pharmaceutical ingredients. Countermeasure:

The company strictly abides by the U.S. and international standards on intellectual-property right. For active pharmaceutical ingredients, process-technology patent is the most noteworthy intellectual property. A generic-drug firm may be sued by the original patent-owning firm for intellectual-property infringement, should it use active pharmaceutical ingredients implicated in infringement of process-technology patent. In order to avoid encroaching on others' intellectual properties, the company develops most of its patents by itself and licenses technologies from patent owners, when necessary. The company is furnished with advanced patent-searching software and subscribes to related services, to assure avoidance of infringing existing or expiring patents. In addition, it employs U.S. patent lawyers to provide legal protection of chemical process technologies. Meanwhile, it provides complete technological support to customers in product-marketing

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registration, minimizing the impact of the adverse factor.

5.2.2 Important usages and production process of major products

5.2.2.1. Important usages of major products

In the industry of active pharmaceutical ingredients, the success or failure of a company hinges on the success or failure of product development, for which the ability of a company in choosing right products and developing them according to schedule is crucial. In product selection, ScinoPharm takes into account customer orientation, market need, size of revenue, patent restriction, ability of technology and facilities, production cost, access to raw materials, workplace safety, and environmental protection. Priority is place on those products for which ScinoPharm owns cutting-edge technologies and has control of source of raw materials, on top of less competition, high margin, and strong need by customers.

In order to speed up the pace of R&D, in addition to the utilization of solid in-house R&D strength, the company also entrusts a number of domestic and foreign research bodies for initial R&D or establishment of platform technology. Up to now, the company has successfully developed 20 products via cooperation with 10 domestic and foreign research institutions, the latter mainly academic and research units in mainland China. From those cases, many technologies have been transferred to the company as initial technologies for amplification and the company has applied patents for them. In 2011, the company incorporated its Kunshan subsidiary in China's Jiangsu Province, set up in 2001, into ScinoPharm (Changshu) Pharmaceuticals in China, while recruiting excellent chemical and chemical-engineering specialists in China for R&D and operating pilot plant for producing key materials and intermediates. ScinoPharm (Changshu) Pharmaceuticals has not only helped ScinoPharm cut production cost but also integrated cross-Strait resources for R&D, production, and management, on top of enriching its international management experience. ScinoPharm (Changshu) will be positioned as international plant for active pharmaceutical ingredients and parent company's operating base in China, which will provide large volume of quality active pharmaceutical ingredients and all-round R&D and contract manufacturing service, giving ScinoPharm a strong backing in its effort to expand international service.

In view of the acute competition in the market of active pharmaceutical ingredients, the company chooses active pharmaceutical ingredients featuring high technological threshold and high prices for early development. The focus is on pharmaceutical ingredients featuring high activity for anti-cancer drugs, which have a high-growth market. Major usages, in terms of their shares, for the company's development products are listed below:

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5.2.2.2. Production process of major products

==> picture [425 x 534] intentionally omitted <==

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==> picture [355 x 440] intentionally omitted <==

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==> picture [327 x 472] intentionally omitted <==

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5.2.2.3 Supply status of major raw materials

As a dedicated manufacturer of active pharmaceutical ingredients, the company is very demanding for the quality of raw materials, in order to uphold the stability of the quality of products. It requires suppliers, once selected, to comply with the need of production. The relationship between the company and suppliers is based on long-term cooperation, which will not be changed easily. Meanwhile, to avoid disruption of supply, the company has also been continuously seeking alternative suppliers to meet emergent situation.

  • 5.2.2.4 Information on major suppliers/clients who have accounted for at least 10% of sales/procurement in either of the past two years

  • A. List of suppliers that have accounted for at least 10% of procurement over the past two years:

Unit: NT$ thousands ; %

Unit: NT$ thousands ; % Unit: NT$ thousands ; % Unit: NT$ thousands ; % Unit: NT$ thousands ; %
Item 2015 2016 2017 First Quarter
Company Name Amount Percent Relation
with
Issuer
Company Name Amount Percent Relation
with
Issuer
Company
Name
Amount Percent Relation
with
Issuer
1 S Supplier 427,639
43
None S Supplier 217,515
26
None S Supplier 128,648
41
None
2 H Supplier 88,565
9
None H Supplier 112,887
14
None H Supplier 0
0
None
Other 473,643
48
None Other 503,032
60
None Other 182,494
59
None
Net Supply 989,847
100
Net Supply 833,434
100
Net Supply 311,142
100

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B. List of clients that have accounted for at least 10% of sales over the past two years:

Unit: NT$ thousands ; %

Unit: NT$ thousands ; % Unit: NT$ thousands ; % Unit: NT$ thousands ; % Unit: NT$ thousands ; %
Item 2015 2016 2017First Quarter
Company
Name
Amount Percent Relation
with
Issuer
Company
Name
Amount Percent Relation
with
Issuer
Company
Name
Amount Percent Relation
with
Issuer
1 Biddle Sawyer
Pharma LLC

1,427,493

37
None Biddle Sawyer
Pharma LLC

1,713,226

45
None Biddle Sawyer
Pharma LLC

378,056

46
None
2 ZHOPL 509,992
13
None AI 361,233
9
None AI 93,424
11
None
3 AI 280,109
7
None ZHOPL 112,024
3
None ZHOPL 26,829
3
None
4 Other 1,603,951
43
None Other 1,654,362
43
None Other 324,365
40
None
Net Sales 3,821,545
100
Net Sales 3,840,845
100
Net Sales 822,674
100

Explanation for change in sales in 2016 and 2015:

  1. Sales for Biddle Sawyer Pharma LLT rose, due to increased demand for products used in the production of new drugs.

  2. Sales for customer ZHOPL decreased, due to decline in demand.

  3. Sales for customer AI increased, more purchase from customer due to price reduction for partial products.

4.Customer AI, and customer ZHOPL are code names, adopted in line with the contracts of confidentiality signed by the customers.

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5.2.2.5 Production in the Last Two Years

Unit: Kilo / NT$ thousands

Year
Output
Major Products
2015 2015 2015 2016 2016 2016
Capacity Quantity Amount Capacity Quantity Amount
API 34,477 20,800 2,195,271 51,133 27,936 1,973,593
Total 34,477 20,800 2,195,271 51,133 27,936 1,973,593

Note: The company capacity and output vary according to difference in the production of product lineup. Output volume was higher in 2014, due to the production of massive amount of lower-priced products.

5.2.2.6 Shipments and Sales in the Last Two Years

Unit: Kilo / NT$ thousands

5.2.2.6 Shipments and Sales in the Last Two Years the Last Two Years the Last Two Years the Last Two Years Unit: Kilo / NT$ thousands Unit: Kilo / NT$ thousands Unit: Kilo / NT$ thousands Unit: Kilo / NT$ thousands
Year
Shipment
& Sales
Major Products
(or by department
Chemical
API
Technical Services
Total
2015 2016
Local Export Local Export
Quantity Amount Quantity Amount Quantity Amount Quantity Amount
5,849
1,374

291,106

1,196

-
- 54,168
90
573
143,625

16,875

3,675,350

613

151,353

23,441

3,689,402
- 9,992
-
123,670
-
15,291
-
174,785
6,422
154,991

307,981

3,800,216

613

166,644

77,609

3,864,277
  1. Technological-service income increased. Such income hinges on the demand of customers for R&D and analysis, as customers often outsourced the works to the company. Therefore, the income would be affected by the timing of customers' assignment and the length of its execution, which would affect the timing for its listing in the books.

~135~

5.3 Human Resources

5.3.1 The Company

Year 2015 2016 4/30/2017
Number of
Employees
Executive Officers 81 77 84
Professionals 234 244 250

Technicalpersonnel

257
252 267
Administration
Personnel
30 23 23
Total 602 596 624
Gender male 72% 72% 72%
Female 28% 28% 28%
Average Age 38 38 38
Average Years of Service 8.2 8.6 8.4
Education Ph.D. 8.97% 8.05% 7.69%
Masters 30.73% 29.70% 31.73%
Bachelor’s Degree 55.98% 55.88% 53.85%
Senior High School
(include under
Senior High
School)

4.32%
6.37% 6.73%
  • 5.3.2 As of April 30, 2017, the company and subsidiaries had 856employees, compared with 818 in 2016and 828 in 2015.

5.4 Environmental Protection Expenditure

  • 5.4.1 The law requires application for license for the setup of pollution-abatement facilities, permit for emission of pollutants, payment of anti-pollution fees, and setup of dedicated environmental-protection unit and staffers. The company's status in meeting the requirement.

  • (1) Environmental-Protection Staffs: Air-pollution specialist, Waste-water specialist, Waste specialist

Toxin specialist

Environmental-Protection Staffs
Toxin specialist
:Air-pollution specialist, Waste-water specialist, Waste specialist
Item Explanation
Air-pollution specialist Onegrade-A specialist, license No: FA040125
Waste-water specialist One grade-A specialist, license No: 0246
Onegrade-B specialist,license No:GB480953
Waste specialist Onegrade-A specialist, license No: HA160133
Toxin specialist One grade-A specialist, license No: JA010198
Onegrade-B specialist,license No: JB060251
Equityinvestment in China
Item Explanation
Waste-water specialist Oneprimary-grade specialist, License No.: 0510045613562
Waste-water specialist One intermediary-grade specialist, license No.:
0603000297418150
Operational license for operating
dangerous chemicals
Three specialists, license No. 201213042012085320120305

~136~

(2)Permit

The company

Permit
The company
Items Permit No.
Airpollutionpermit
M01Production procedure for active
pharmaceutical ingredients
Permit No. R0062-02
M03Production procedure for active
pharmaceutical ingredients
Permit No. R0094-01
M04Production procedure for active
pharmaceutical ingredients
Permit No.R0002-02
M05Production procedure for active
pharmaceutical ingredients
Permit No.R0008-02
M06Production procedure for active
pharmaceutical ingredients
Permit No R0018-02
M07Production procedure for active
pharmaceutical ingredients
Permit No R0079-01
M08Production procedure for active
pharmaceutical ingredients
Permit No R0080-01
Permit No Permit No R0090-01
M11Production procedure for active
pharmaceutical ingredients
Permit No D0140-00
M12Production procedure for active
pharmaceutical ingredients
Permit No D0137-00
Water-pollutionpermit
Emission-pipe installationpermit B015-CH9-1041217
Waterpollution-abatement measure No. 1020008829
Wastepermit
Waste disposalplan No. 1050005884,March. 09,2016
Toxin operationpermit
(Aniline) 038-12-O0001
(Arsenic trioxide) 045-12-O0001
(Sodium cyanide) 046-21-O0001
(Potassium cyanide) 046-21-O0001
(Copper(I) cyanide) 046-21-O0001
(Zinc cyanide) 046-11-O0002
(Acrylamide) 050-21-O0001
(Acrylonitrile) 051-21-O0001
(Benzene) 052-21-O0001
(Carbon tetrachloride) 053-21-O0002
(Chloroform) 054-21-O0001
(Potassium dichromate) 055-21-O0003
(Potassium chromate) 055-21-O0003
(Ethylene Dibromide) 060-21-O0001
(Ethylene oxide) 061-21-O0002
Trichloroethylene 064-21-O0001
(Formaldehyde) Usage 066-21-11002
Stockpile066-21-21002
(o-Dichlorobenzene1,2-Dichloro benzene) 069-21-J0008

~137~

Items Permit No.
(2-Methoxyethanol) 071-21-O0001
(Epichlorohydrin) 072-21-21002
(Phthalic anhydride) 073-21-O0001
(1,2-Dichloroethane) No. 075-O010030 075-O010030
(1,1-Dichloroethylene) 077-O010025
(1,2-Dichloroethylene) 077-O020019
Dichloromethane 079-O010010
(Cumene) 081-010004
(Cyclohexane) 082-010006
(Chloroacetic acid) 083-010001
(Ethyl chloroformate) 084-010001
Dimethyl sulfate Usage086-21-11004
Stockpile086-21-21004
(Carbon disulfide) 089-21-O0001
(Chlorobenzene) 090-21-O0002
(1,4-Dioxane) Usage 093-21-11001
Stockpile 093-21-21001
(Methyl Iodide) 095-21-O0001
(Pyridine) Usage 097-21-11002Stockpile
097-21-21002
(N,N-Dimethyl formamide) Usage 098-21-11013Stockpile
098-21-21013
(Formamide) Usage 098-21-11006Stockpile
098-21-21006
098-0001
(Acrolein) 100-21-O0001
(Allyl alcohol) 101-21-J0003
(Acetaldehyde) 104-010018
Acetonitrile 105-O010002
(Benzyl Chloride) 106-010005
(Butylaldehyde) 108-O010008
(m-Cresol) 112-O010009
(Diphenylamine) 115-010016
(Ethybenzene) 116-010012
(Methyl iso-butyl Ketone) 117-010023
(Propane sultone) 120-010007
Triethylamine 121-O010005
(Dibromomethane) 124-21-O0001
Bromoform(Tribromomethane) 125-21-O0001
(Chloroethane,Ethyl chloride 126-21-O0001
(Nitrobenzene) 129-21-O0001
(Hexamethylphosphoramide(HMPA) ) 132-21-O0001

~138~

Items Permit No.
(Crotonaldehyde(2-butenal)) 143-J010001
(Thiourea) 144-010023
(Tributyltin oxide)(Bis(tributyltin)oxide) 148-21-O0001
(Tributyltin Chloride) 148-070008
(Tributyltin hydride) 148-O070009
(Dimethylcarbamyl chloride) 153-21-O0001
(Phosphorus trichloride) 158-21-O0001
(Thiosemicarbazide 1-amino-2-thiourea) 159-21-O0001
(Methyl tert-butyl ether) 160-O010001
Hydrazine 164-O010030
(Nonylphenol polyethylene glycol ether) 165-21-O0001

Company of equity investment in China

Companyof equityinvestment in China
Item Permit No.
Waste permit (Kunshan Deyuan Environmental Protection
Development Co.,Ltd.
JSSZ0583OOD029
Waste disposal permit (Jiangsu Kangbo Industrial Solid
Waste Disposal Co.,Ltd.
JS0581OOI301-11
Waste disposal permit (Taicang Kay source of waste
containers Regeneration Co.,Ltd.)
JSSZ0585OOD015
  • (3)The company and affiliates deliver recyclable waste solvent to qualified firms for recycled use and entrust the park's resource regeneration center for disposal of the remaining waste.

  • (4)The amount of waste for recycling and use: the company 63 tons/month, affiliates: 0 ton/month.

  • (5)The company entrusts the park's resource regeneration center to handle common waste, while affiliates entrust the work to city administrative units in coastal developed areas.

  • (6)Other wastes are delivered to qualified firms for processing.

Processing fees for the aforementioned wastes (common solvent, common wastes, and other wastes): the company NT$2.1 million per month, total for affiliates NT$1,200,000.

Air-pollution abatement fees: the company NT$0 (amount of air-pollutant emission is lower than the threshold for fee collection) and affiliates NT$0.

~139~

  • 5.4.2. Investment in major environmental pollution-abatement equipment, their usage, and possible benefits:

The company:

benefits:
The company:
benefits:
The company:
benefits:
The company:
benefits:
The company:
benefits:
The company:
benefits:
The company:
4/30/2017Unit: NT$ thousands
Name of
equipment
Amount Acquisition
date
Investment
cost
Balance of
value after
depreciation
Usage and expected benefit
MBR 2 2011/3/1~
2014/3/1
11,763 4,822 Waste-water treatment system, in order
to comply with the waste-water
emission standard of Southern Taiwan
Science Park
Strathtox
active mud
respiratory
device
1 2015/05/01 1,048 886 Waste-water treatment system,
monitoring the biological status of
waste water, in order to assure that it
can be effectively processed and meet
the emission standard of Southern
Taiwan Science Park.
Scrubber 18 2000/4/1~
2016/6/1
32,557 7,641 For use in air-pollution abatement and
reduction of emission of pollutants, in
order to safeguard human health and
cut air-pollution fee.

4/30/2017 Unit: RMB thousands

4/30/2017Unit: RMB thousands
Name of
equipment
Amount Acquisition
date
Investment
cost
Balance of
value after
depreciation
Usage and expected benefit
Waste-water
treatment
system
1 2010/8/1 RMB2,275 RMB1,558 Waste-water treatment system, in order
to comply with the regulation
Scrubber 7 2011/1/1~
2013/2/1
RMB147 RMB92 For use in air-pollution abatement and
reduction of emission of pollutants, in
order to safeguard human health and
cut air-pollution fee.
  • 5.4.3. Describe the company's effort in improving environmental pollution in recent two years and as of the date of the publication of the annual report, as well as pollution-related disputes and their handling, if any: Nil.

  • 5.4.4. Describe, in recent two years and as of the date of the publication of the annual report, the total amount of the company's loss (including compensation) and fines from environmental pollution, as well as its countermeasures (including improvement measures) and possible outlays (including estimated value of possible loss, fines, and compensations in the absence of countermeasures; make explanation, should the value be unable to be estimated reasonably): Nil.

  • 5.4.5. Existing polluting status and the effect of its improvement on the company's earnings, competitiveness status, and capital outlay, as well as forecast on capital outlays for

~140~

environmental protection in the coming two years:

  • (1) Existing polluting status: According to the kinds of pollutants, the major polluted sections of the company and affiliates can be classified into the three major categories of air pollution, waste water, and wastes.

  • A. Air pollution: nil.

  • B. Waste water: The company has invested NT$9.1 million in waste-water treatment, which is expected to improve the capacity of steam stripper in 2017, cutting expense for the treatment of waste solvent, reducing impact on waste-water processing station, alleviating the existing problems of insufficient supply and high cost for the outsourcing of waste-water treatment. Affiliates don't have investment in waste-water treatment.

  • C. Waste: nil.

  • (2) Effect of improvement of environmental pollution on the company's earnings, competitive status, and capital outlay:

  • In an all-out effort for combating environmental pollution, the company has invested heavily in air pollution-abatement equipment, including condenser, scrubber, and activated carbon absorber, and waste-water treatment equipment, such as membrane bioreactor, steam stripper, waste-liquid distillation system, and Strathtox active mud respiratory device. Abatement of environmental pollution can cut outlay for waste treatment, boosting the company's earnings, and meet the requirements of laws/regulations and customers on the treatment of toxic waste liquid and waste water by API (active pharmaceutical ingredients) plants, augmenting the company's competitiveness.

  • (3) Planned major capital outlays for environmental protection in the coming two years: The company hasn't made related investment, affiliates will spend NT$1.4 million on MBR and related projects.

5.5 Protective measures for workplace and personal safety of employees

To enhance autonomous management capability for safety and hygiene, the company has passed entirely the systematic certification of the management guidelines of the Taiwan Responsible Care Association (TRCA) SINCE 2007, including safety management of contractors, distribution management, product management, emergency response management, process safety management, waste management, and reduction management, as well as the acknowledgement by the vocational safety and hygiene management system for enterprises of the Ministry of Labor. Meanwhile, in line with the features of pharmaceutical business. To shield employees from exposure to the hazard of potent compound handling. In 2009, the company passed the certification of activated pharmaceutical operating system by international third fair party SafeBridge and has been maintaining and improving the operation according to the criteria of SafeBridge ever since. The company has been striving to build up a comfortable and safe working environment, free from accident, via participation in the operation of safety and hygiene management system by all staffers, enforcement of various safety and hygiene management measures, and the use of such tools of hazard detection, risk assessment, and risk control.

Related workplace, personal-safety measures, and supervisory measures of ScinoPharm are listed below:

  • Status of dedicated units or staffers for safety/hygiene and environmental management

The company has set up "vocational safety and hygiene committee" and "sustainable management committee." The former, set up according to "vocational safety and hygiene

~141~

management measures," is the supreme policy-making unit for environment, safety, and hygiene affairs. It is convened by the president and consists of tier-one chiefs of various business units and plants, chiefs of various sections, and representatives of employees. The committee convenes quarterly to review the company's affairs related to environment, safety, and hygiene, thereby putting forth key directors for improvement. The latter coordinates the company's effort in environmental protection, safety/hygiene, energy conservation, water-saving, and management of greenhouse-effect gases, in order to boost the company's competitiveness for sustainable development. Convened by the vice president in charge of production, the committee consists of the five functional sections of distribution and sales, health, safety, waste reduction, and energy conservation and puts forth sustainable development plan and review on the effect of implementation every year, for internal inspection. The goal is to strength the company's foundation for development, via safeguarding employees' health, creating a safe and friendly workplace, and incorporating environmental protection into the company's agenda.

  • Control of the hazard of active pharmaceutical ingredients

For controlling the exposure to the hazard of active pharmaceutical ingredients, the company embraces common management mode among pharmaceutical firms worldwide. The mode calls for setup of exposure ceiling for active pharmaceutical ingredients and grading of hazards, planning for engineering protection for different grades of hazards, definition of the use and management of engineering-protective measures, and measurement of the effectiveness of the function and operating environment of engineering protection, the latest for ascertaining the sufficiency of engineering protection for different grades of hazards and the need for improvement or upgrading. In order to correctly identify the grades of hazards of active pharmaceutical ingredients and determine the exposure ceiling for active pharmaceutical ingredients, the company has set up an evaluation panel consisting of in-house and external experts in pharmacy, toxicology, chemical, and industrial hygiene for the task. Meanwhile, in order to assure protective engineering measures attaining expected containment, the company has established method for air sampling for analysis, by its own or outsourcing, carried out sampling via ISPE practice guide, for evaluating the actual effect.

  • Management of process safety

To prevent unacceptable risk of process hazard during the stages of R&D through mass production, embrace four-stage analysis for process hazard: analysis of process hazard at laboratory (Lab PHA), analysis of intrinsic hazard (PHA1), analysis of reactive hazard (PHA2), and analysis of operating hazard (PHA3). Meanwhile, for evaluating safety issue resulting from thermal hazard induced by chemical reaction, carry out safety-test analysis with such laboratory equipment as differential scanning calorimeter, reaction calorimeter, and adiabatic calorimeter, in addition to conducting hazard forecast for chemicals without sufficient toxicological data with pharmaceutical-toxin forecast software Derek for Windows.

Change management procedure to evaluate and lower potential risks connected with modification of process engineering change. For control of operating safety, there have been norms for hazardous operations, such as procedural document for hazardous-operation permit, document for locking/tagging operational procedure, and document for restrictive-space operating procedure.

For in-plant use of chemicals, control its inventory at safe level and put in place standard procedure for separate bottling, with complete personal protective gear ready for use by

~142~

operators, to assure safety in the use and stockpiling of chemicals.

  • Emergency response management

To assure effective response to and removal of accidents, install three-stage emergency-response mechanism: initial accident-handling stage, emergency response and handling stage, and major disaster management stage. Since emergency response is a comprehensive incident, in addition to two whole-place drills, there are nighttime drills and drill for dispersal without alert, with the drills covering not only employees but also staffers of contractors stationed in the plants. Moreover, install the mechanism of emergency-response and disaster-relief experts by providing long-term training of disaster-relief skills to staffers selected by various plants, so as to carry out rapid and effective emergency response and disaster relief.

  • Monitoring of operating environment

For detecting operating environment, formulate operating-environment detection plan containing sampling strategy, which starts with basic data collection and check of raw materials, process procedure, and hazardous materials, to be followed by observation, interviews and recording, investigation, planning of similar exposure groups, and sampling of staffers with largest chance of exposure. Detection items include CO2, noise, and organic solvent.

Meanwhile, in line with the features of the pharmaceutical industry, in order to shield staffers from the exposure to hazard resulting handling active drugs, set up air-sampling method for analysis, by its own or outsourcing, which adopts the aforementioned procedure for detecting operating environment, to evaluate the effect of exposure to hazard.

  • Training for industrial safety, hygiene, and environmental protection

To strengthen staffers' concept of industrial safety, hygiene, and environmental protection and prompt them to continuously strengthen and improve the safety of their own operating environment, in addition to holding legally required courses, the company formulate educational and training program on industrial safety, hygiene, and environmental protection according to actual needs inside the plants, the company also conduct related courses regularly or irregularly, so as to intensify the responsibility and awareness of staffers for industrial safety and hygiene.

  • Management of contractors

Integrate the information on the management of contractors via the e-contractor management system, so as to actually control the number of contractor staffers, as well as their authorized rights, entering the plant compound, in order to intensify admission control and enhance the efficiency of industrial safety and dispersal of staffers for emergency response. In addition, contractors are required to convene related units for safety meeting before start of construction works, as well as tool-box meeting daily, informing related workers, orally or in written form, on noticeable items for safety and hygiene. All contractors are required to carry out safety-protective and control measures for construction works, in line with the requirements set out in the document on the procedure for hazardous-operation permit.

  • Augmentation of employee health

To safeguard the health of staffers and shield them from the risk of exposure to hazard in operation and contraction of vocational diseases, in addition to provision of various protective equipment and semi-annual detection of operating environment, arrangement regular physical exam for staffers, including management and rank-and-filers, clinical service, promotion and provision of breastfeeding space, and the provision of messaging service to relieve the pressure

~143~

of staffers, so as to strengthen staffers' immunity from diseases and work efficiency. Moreover, under a care-responsibility framework, set up a task force for review of employee health and sponsor health-enhancement events irregularly, so as to prompt staffers forming the habit of regular exercise, via the encouragement and inducement of organization, for upholding their physical and mental health and vigor. In addition, with an eye on enhancing the awareness of own health management among staffers, the infirmary conducts various health lectures and promotional events for health enhancement.

  • Establishment of safety culture

In order to establish a safety culture with rank-and-file basis, push all staffers conducting comprehensive internal safety observation, whose outcome is included in their performance evaluation. To facilitate staffers recording their observations, install on-site safety observation management system for instance response and tracking status of improvement. Push mechanism for observation of behavioral safety by basic-level superiors training them to conduct skillful and systematic observation of behavioral safety, so as to encourage safe behaviors and rectify unsafe behaviors of operators. Meanwhile, have on-site operators take part in the discussion for pushing safety risk evaluation or analysis of product/process hazard, to prevent increase of hazard risk resulting from discrepancy of recognition between the result of the discussion and actual operation.

In order to boost autonomous management capability, the mainland Chinese company invested by the company has conducted certification of standard corporate-safety management system for hazardous chemicals, including safety management for contractors, distribution management, product management, emergency response management, process safety management, and waste management and reduction management. Meanwhile, in line with the features of pharmaceutical business, the mainland Chinese company has had SafeBridge, an international fair third party, audit the system and has improved the system according to the opinions of SafeBridge auditors, so as to shield employees from exposure to the hazard of potent compound handling. The mainland Chinese company has been striving to build up a comfortable and safe working environment, free from accident, via participation in the operation of safety and hygiene management system by all staffers, enforcement of various safety and hygiene management measures, and the use of such tools of hazard detection, risk assessment, and risk control. Related workplace, personal-safety measures, and supervisory measures are listed below:

  • Status of dedicated units or staffers for safety/hygiene and environmental management

For controlling the exposure to the hazard of active pharmaceutical ingredients, the company embraces common management mode among pharmaceutical firms worldwide. The mode calls for setup of exposure ceiling for active pharmaceutical ingredients and grading of hazards, planning for engineering protection for different grades of hazards, definition of the use and management of engineering-protective measures, and measurement of the effectiveness of the function and operating environment of engineering protection, the latest for ascertaining the sufficiency of engineering protection for different grades of hazards and the need for improvement or upgrading. In order to correctly identify the grades of hazards of active pharmaceutical ingredients and determine the exposure ceiling for active pharmaceutical ingredients, the company has set up an evaluation panel consisting of in-house and external experts in pharmacy, toxicology, chemical, and industrial hygiene for the task. Meanwhile, in order to assure protective engineering measures attaining expected containment, the company

~144~

has established method for air sampling for analysis, by its own or outsourcing, carried out sampling via ISPE practice guide, for evaluating the actual effect.

  • Management of process safety

To prevent unacceptable risk of process hazard during the stages of R&D through mass production, embrace four-stage analysis for process hazard: analysis of process hazard at laboratory (Lab PHA), analysis of intrinsic hazard (PHA1), analysis of reactive hazard (PHA2), and analysis of operating hazard (PHA3). Meanwhile, for evaluating safety issue resulting from thermal hazard induced by chemical reaction, carry out safety-test analysis with such laboratory equipment as differential scanning calorimeter, reaction calorimeter, and adiabatic calorimeter, in addition to conducting hazard forecast for chemicals without sufficient toxicological data with pharmaceutical-toxin forecast software Derek for Windows.

Change management procedure to evaluate and lower potential risks connected with modification of process engineering change. For control of operating safety, there have been norms for hazardous operations, such as procedural document for hazardous-operation permit, document for locking/tagging operational procedure, and document for restrictive-space operating procedure.

For in-plant use of chemicals, control its inventory at safe level and put in place standard procedure for separate bottling, with complete personal protective gear ready for use by operators, to assure safety in the use and stockpiling of chemicals.

5.6 Labor Relations

5.6.1 The company's various employee welfares, advanced study, training, and retirement system and their execution, as well as labor-management agreements and various measures upholding employee rights and interests

  1. Employee-caring measures:

In order to create a good and harmonious working environment, actively provide employees various caring measures, on top of legally required measures, such as labor insurance and health insurance:

  • (1) Sound regulations and system: Formulate management regulations, according to the spirit of Labor Standards Law, governing promotion, award and punishment, performance evaluation, leave, and salaries.

  • (2) In addition to year-end bonus equivalent to two months of pays, appropriate a portion of pretax net profit as performance bonus.

  • (3) Issue bonus on the three major festivals of Spring Festival, Dragon-Boat Festival, and Mid-Autumn Festival.

  • (4) Provide group insurance to every employee, including life insurance, injury insurance, medical insurance for accidental injuries, and major disease insurance.

  • (5) Set up employee welfare committee, according to law, appropriate employee-welfare fund, push contracted stores and employee clubs, and hold annual domestic or overseas travels for employees, so as to enhance emotional bond among employees. In addition, fringe benefits, such as scholarship for employees' children, birth subsidy, and subsidies for attendance of wedding ceremonies or funerals are available.

~145~

  • (6) Provide employee physical exam, subsidy for employees' advanced study, scholarship for employee's offspring, subsidy for child birth, subsidy for children care, subsidy for gift money for wedding or funeral, and regular events of employee well-being month or family day, measures meant to have employees feel deeply the company's high regard and care for every employee in the ScinoPharm family.

  • (7) Introduce "employee assistance program," providing professional mental assistance and counseling and counseling in other aspects, so as to help employees solve problems and pressure associated with job, life, or health, thereby calming their minds and boosting their work efficiency.

  • (8) Expand and furnished the lactation room to provide bigger space to accommodate more female employees’ usage.

  • (9)To help employees have a balanced diet, employees' restaurant designs light meals every week; set up simple in-house stores for the convenience of employees. There are small shops in the company's premises, offering employees a place to rest and have some foods, included cooked foods, snacks, and beverages.

  • Advanced training

As an international pharmaceutical firm, ScinoPharm has been actively cultivating international talent. In addition to PMT courses focusing on enhancement of management capability and job efficacy, as well as encouragement of forward-looking mindset and innovation, provide subsidy for on-the-job study and training, so as to encourage employees making self-improvement constantly. In view of the need for strategic management of human resources and organizational development, introduced Professional Strength Development Series from the third quarter, giving, via workshops and coaching, intensive exercise and training for thinking power and brainpower to managerial staffers at various levels. One-to-one coaching and guidance is available for managerial staffers and trainees, so as to enhance the performance of individuals at various levels and the entire team.

As for professional expertise and knowledge, conduct internal or external training on GMP quality system, environmental protection, industrial safety, and hygiene, whose execution is also incorporated into ERP system for management and regular tracking:

  • (1) Business and management training:

  • Upon its inception, the company already established Professional Management Training (PMT) system, designing tailor-made courses for managerial staffers at various levels and cultivation of other talents, which is supplemented coaching by senior superiors for dissemination of corporate culture, facilitating passing of experience and attaining sustainable development of the company. Up to now, the company has completed five rounds of such training courses, which have become critical channel for the company's talent cultivation.

  • (2) GMP training: To uphold high product quality and assure compliance of all production-related operations with legal requirement, every employee has to undertake set hours of GMP training, according to their different positions.

  • (3) Industrial safety/hygiene training: To provide employees a safe working environment, in addition to enforcement of workplace-safety management, fire-fighting safety management, and employee health management, the company holds education and

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training on safety and hygiene for employees regularly, so that they can possess necessary safety and hygiene knowledge.

  • (4) Training on professional knowledge and skills: In addition to measures encouraging subsidizing employees for advanced study, appropriate annual budget for education and training for every employee, for him/her to attend job-related lecture/training or local or overseas seminars on professional technologies. The technological division also arranges on-the-job trading, according to professional needs, so as to pass on professional knowledge and experience.

  • (5) Language training and Lectures for personal development: Language course and lectures for individual development: Given frequent contact with international pharmaceutical firms in the company's operation, the company has cooperated with English-language training institutions for the provision of English-language courses, in addition to subsidizing employees for attending external classes, so as to help employees augment their skills needed for their jobs. To assure mental and physical health of employees, the company holds mental and art/literature lectures regularly or irregularly, to help them relieve pressure.

ScinoPharm Taiwan conducted training sessions for 10,735 person/times totaling 20,052 hours in time, with training items and results listed below:

Items Person/times Total hours
Business and management 308 808
GMP training 3,031 4,350
Training on industrial safety,
hygiene, and environmental
protection
1,969 2,251
Training on professional skills 4,179 9,206
Language and others 1,248 3,437
  1. Retirement system and status of execution

According to the company's measures for employee retirement, employees can apply for retirement at 55 with over 25 years of service or 60 with over 10 years of service. The company can demand employees turning 65 to retire, should they become unfit for their jobs. Retirement pay is determined by the number of retirees' service years in the company, amounting to two basis points a year for first 15 years of service. For the years beyond, those covered by the old system are entitled to one basis point a year. One basis point will be given for the balance which exceeds half a year or half a basis for the balance less than half a year. The total is capped at 45 basis points. One basis point is equivalent to the average monthly pay in the six months before retirement, according to the Labor Standard Law. The company makes appropriation for retirement reserve fund every month, which is overseen by the retirement reserve fund supervisory committee.

4. Labor-management agreement

The company has high regard for a harmonious labor-management relationship. Consequently, the company has set up labor-management meeting as a platform for exchanges of opinions, notably on key issues such as work rules. In addition, the company

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holds employees' meeting every quarter to inform employees of the latest business development of the company and let them propose suggestions, thereby facilitating participation by employees in the company's affairs.

  1. Various measures for upholding employees' rights and interests

In accordance with Labor Standards Law, the company has formulated work rules and complete management-related regulations, specifying employees' rights and obligations, in addition to regularly reviewing welfare measures for employees, so as to uphold their interests.

5.6.2 Estimated Losses from Labor Relation Conflicts during the Past Two years and the Future and our planned reaction: None.

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5.7 Important Contracts

ScinoPharm Taiwan, Ltd.

Contract Type Counterparty Contract Period Major Content Restriction
Customer
Protection
Agreement
A company in China 2010/10/26~2018/10/26 Agency for oncology Secrecy
Obligation
Development
Agreement
A local organization 2011/02/08~until the work
is completed
Manufacture of API for
clinical trial and stability
testing
Secrecy
Obligation
Development
Agreement
A local organization 2012/11/20
~until the work is
completed
Development for
oncology API
Secrecy
Obligation
Master Service
Agreement
A company in the USA 2011/03/02~until the work
is completed
Validation for the API
and stability testing
Secrecy
Obligation
Supply
Agreement
A company in the USA 2010/08/19
~7thanniversary after
commercial launch
Supply of API for
depressive disorder
Secrecy
Obligation
Supply
Agreement
A company in the USA 2011/01/18
~2ndanniversary after
commercial launch and
will automatically renew
unless either party
terminates
Supply of API for
diseases of central
nervous system
Secrecy
Obligation
Supply
Agreement
A company in Jordan 2012/05/24~2019/05/24 Supply of API for
cardiovascular diseases
Secrecy
Obligation
Supply
Agreement
B Company in China 2012/12/10
~ 3 years after
commercialization of
finishedproduct
Supply of API for
Cardiovascular Disease
Secrecy
Obligation
Development
Agreement
A company in China 2011/02/08~2026/02/08 Development of
Oncology API
Secrecy
Obligation
Patent License
Agreement
C Company in Canada 2011/03/01~2025/05/26 License of Patent for
Manufacturing
Anti-cancer API
Secrecy
Obligation
Patent License
Agreement
S Company in India 2011/11/18~2025/06/30 License of Patent for
Manufacturing
Anti-cancer API
Secrecy
Obligation
Collaboration
Agreement
A company in the USA 2012/03/27
~7thanniversary after
commercial launch
Supply of oncology API Secrecy
Obligation
Lease Agreement Southern Taiwan
Science Park Bureau
2011/06/01~2018/02/28 Land Renting for
Building ScinoPharm
Taiwan’s Factory
1. Contract
term is up to
20 years
2. Contract can
be renewed
after
expiration
Collaboration
Agreement
Baxter 2017/02/27~10th
anniversary after
commercial launch
Development and sales
of Oncology drug
Secrecy
Obligation
Development
Agreement
Two companies in
China
2014/01/02~2024/01/01 Development of
oncology drug
Non-competiti
on & Secrecy
Obligation
Non-Exclusive
License
Agreement
A local research
institution and a local
university
2013/12/10~expiration of
the licensed patents
License of the patents for
manufacture of API for
Cardiovascular diseases
Royalties &
Secrecy
Obligation

~149~

Contract Type Counterparty Contract Period Major Content Restriction
Non-Exclusive
License
Agreement
A company in China 2013/07/20~ Technology license for
manufacture of API for
central nervous system
Royalties &
Secrecy
Obligation
Supply
Agreement
F Company in
Germany
2014/01/01~2018/12/31 Supply of Anti-cancer
API
Secrecy
Obligation
Supply
Agreement
E Company in Ireland 2013/04/12~2018/04/12 Supply of Anti-viral API Secrecy
Obligation
Supply
Agreement
A company in China 2014/06/03~ 5th
anniversary after
commercial launch
Development and Supply
of the API for
Peripheral Nervous
System
Exclusive
Supply
Obligation &
Secrecy
Obligation
Collaboration
Agreement
A company in China 2014/11/06
~ 10thanniversary after
commercial launch
Development,
Manufacture and sale of
the drug for Myocardial
Perfusion Imaging.
Secrecy
Obligation
Collaboration
Agreement
A company in China 2014/09/26
~ 20thanniversary from
commercial launch
Development and sales
of Oncology drug
Non-Competiti
on & Secrecy
Obligation
Service
Agreement
A local company 2014/07/30~2024/07/29 development of new drug
for Stem cell
Non-Competiti
on & Secrecy
Obligation
Collaboration
Agreement
A company in China 2014/05/05
~8thanniversary from
commercial launch
Development and sale of
anticoagulant medication
Exclusive
supply
Development and
supply agreement
A company in the USA 2014/03/06
~10thanniversary after
commercial launch
Development and Sales
of drug for leukemia
Non-Competiti
on & Secrecy
Obligation
Development and
Supply
Agreement
A company in the USA 2015/01/19~7thanniversary
after commercial launch

Development and Supply
of oncology drug
Secrecy
Obligation
Service
Agreement
A company in the USA 2015/04/10~10 years after
the effective date, or all
works in the project orders
effective before the 10th
anniversary are completed,
whichever is later.
API development Secrecy
Obligation
Development
Agreement
A local medical device
company
2015/07/29~ Development of certain
medical device
Secrecy
Obligation
Supply
Agreement
F Company in
Germany
2015/02/01~2019/01/31 Supply of Anti-cancer
API
Secrecy
Obligation
Supply
Agreement
E Company in Ireland 2015/04/28~2017/04/28 Supply of Anti-cancer
API
Secrecy
Obligation
Supply
Agreement
R Company in USA 2015/06/10~2018/06/10 Supply of Anti-cancer
API
Secrecy
Obligation
Customer
Protection
Agreement
C Company in Uruguay 2015/11/02~2018/11/02 Protection of Sales
Efforts in South America
for ScinoPharm Taiwan
Secrecy
Obligation
Cooperative
Contract
A Taiwanese company 2016/07/27 ~ 2018/07/26 Joint product
development
Non-compete
clause and the
obligation of
confidentiality
Contract for
outsourcing of
R&D and
production
A U.S. company 2016/07/27 ~ 2021/07/26 Commissioned R&D and
production for API
Obligation of
confidentiality

~150~

Contract Type Counterparty Contract Period Major Content Restriction
Contract for
outsourcing of
R&D and
production
A Taiwanese company
2016/04/27 ~
Commissioned R&D and
production for API
Obligation of
confidentiality

ScinoPharm (Changshu) Pharmaceuticals, Ltd.

Contract Type Counterparty Contract Period Major Content Restriction
2013/01/31 Development,
Collaboration Two companies in Secrecy
~20thanniversary after manufacture and sales of
Agreement China Obligation
commercial launch oncologydrug
2013/08/06 till both
Research Contract research service Secrecy
A company in China parties’ obligations are
agreement for oncology drug Obligation
completed
2014/02/24 till both
Research Contract manufacturing Secrecy
A company in China parties’ obligations are
agreement for API Obligation
completed
2014/10/28 Non-Competiti
Supply
A company in China ~5thanniversary after Supply of oncology API on & Secrecy
Agreement
commercial launch Obligation
Service
Agreement
A company in the USA 2015/07/15~2017/07/14
and will be automatically
renewed for oneyear
Contract research service Secrecy
Obligation
Contract for
syndicated loan
Banking consortium led
by CTBC Bank

2016/6/14~2019/6/14
Repayment of banking
loans owed by
ScinoPharm(Changshu)
According to
the stipulation
of the contract

~151~

VI. Financial Information

6.1 Five-Year Financial Summary

6.1.1 Financial Information-IFRS

Consolidated Condensed Balance Sheet Based on IFRS

Unit: NT$ thousands

Year
Item
Year
Item
Financial Summary for The Last Five
YearsNote 1
Financial Summary for The Last Five
YearsNote 1
Financial Summary for The Last Five
YearsNote 1
Financial Summary for The Last Five
YearsNote 1
Financial Summary for The Last Five
YearsNote 1
Financial
Summary
As of 3/31/2017
2012 2013 2014 2015 2016
Current assets 6,057,655 6,143,428 5,249,555 6,032,910 6,585,375
6,656,473
Property, Plant and
Equipment
3,559,228 4,213,982 5,065,025 5,170,714 5,208,898
5,154,883
Intangible assets 17,521
28,709

23,554

22,918

24,078

21,681
Other assets 155,472 1,098,109 1,033,686
995,053

964,649

1,020,021
Total assets 10,339,876 11,484,228 11,371,820 12,221,595 12,783,000
12,853,058
Current
liabilities
Before
distribution
1,203,672 1,774,787 1,918,033 2,274,983
1,691693

1,691,573
After
distribution
1,983,588 2,585,900 2,058,625 2,494,308
(Note 2)

(Note 2)
Non-current liabilities 65,462
66,187

73,516

89,619

863,514

803,245
Total
liabilities
Before
distribution
1,269,134 1,840,974 1,991,549 2,364,602 2,555,207
2,494,818
After
distribution
2,049,050 2,652,087 2,132,141 2,583,927
(Note 2)

(Note 2)
Equity attributable to
shareholders of the
parent
9,069,139 9,643,254 9,380,271 9,856,993 10,227,793
10,358,240
Capital stock 6,499,300 6,759,272 7,029,643 7,310,829 7,603,262
7,603,262
Capital surplus 1,246,977 1,247,796 1,257,277 1,265,544 1,275,660
1,279,136
Retained
earnings
Before
distribution
1,357,902 1,591,831
992,677

1,211,525
1,352,325
1,522,454
After
distribution
318,014
510,347

570,899

699,767

(Note 2)

(Note 2)
After distribution (35,040)
44,355

100,674

69,095

(3,454)

(46,612)
Treasury stock -
-

-

-

-

-
Non-controlling interest
1,603

-

-

-

-

-
Total
equity
Before
distribution
9,070,742 9,643,254 9,380,271 9,856,993 10,227,793
10,358,240
After
distribution
8,290,826 8,832,141 9,239,679 9,637,668 (Note 2) (Note 2)

Note 1: According to guidelines for mandatory registration for companies with public offering, companies having embraced international guidelines for financial reporting for less than five years should compile additional financial data based on the nation's financial and accounting guidelines. For details, refer to data of follow-up reports.

Note 2: Proposal for allocation of the company's earnings in 2016 has yet to be approved by shareholders' meeting.

~152~

Parent Condensed Balance Sheet - Based on IFRS

Unit: NT$ thousands

Year
Item
Year
Item
Financial Summary for The Last Five
YearsNote 1
Financial Summary for The Last Five
YearsNote 1
Financial Summary for The Last Five
YearsNote 1
Financial Summary for The Last Five
YearsNote 1
Financial Summary for The Last Five
YearsNote 1
Financial
Summary
As of 3/31/2017
Note 3
2012 2013 2014 2015 2016
Current assets 5,377,385 5,377,889
4,311,642
4,928,490 5,718,294
Property, Plant and
Equipment
2,869,977 3,153,292 3,736,412 3,718,257 3,722,375
Intangible assets 1,538
7,906

7,013

12,656

12,633
Other assets 1,707,619 2,167,083 1,940,707 1,766,228 1,508,972
Total assets 9,956,519 10,706,170 9,995,774 10,425,631 10,962,274
Current
liabilities
Before
distribution
821,918
996,729

541,987

479,019

641,933
After
distribution
1,601,834 1,807,842
682,579

698,344

(Note 2)
Non-current liabilities 65,462
66,187

73,516

89,619

92,548
Total
liabilities
Before
distribution

887,380
1,062,916
615,503

568,638

734,481
After
Distribution
1,667,296 1,874,029
756,095

787,963

(Note 2)
Equity attributable to
shareholders of the
parent
-
-

-

-

-
Capital stock 6,499,300 6,759,272 7,029,643 7,310,829 7,603,262
Capital surplus 1,246,977 1,247,796 1,257,277 1,265,544 1,275,660
Retained
earning
Before
distribution
1,357,902 1,591,831
992,677

1,211,525
1,35,2325
After
distribution
318,014
510,347

570,899

699,767

(Note 2)
Other equity interest (35,040)
44,355

100,674

69,095

(3,454)
Treasury stock -
-

-

-

-
Non-controlling interest
-

-

-

-

-
Total equity Before
distribution
9,069,139 9,643,254 9,380,271 9,856,993 10,227,793
After
distribution
8,289,223 8,832,141 9,239,679 9,637,668
(Note 2)

Note 1: According to guidelines for mandatory registration for companies with public offering, companies having embraced international guidelines for financial reporting for less than five years should compile additional financial data based on the nation's financial and accounting guidelines. For details, refer to data of follow-up reports.

Note 2: Proposal for allocation of the company's earnings in 2016 has yet to be approved by shareholders' meeting.

Note 3: According to the guidelines for the compilation of financial statement by securities issuers, individual financial report only has to be compiled at the end of a year.

~153~

Consolidated Condensed Statement of Comprehensive Income

Unit: NT$ thousands

Year
Item
Financial Summary for The Last Five Years
Note 1
Financial Summary for The Last Five Years
Note 1
Financial Summary for The Last Five Years
Note 1
Financial Summary for The Last Five Years
Note 1
Financial Summary for The Last Five Years
Note 1
Financial
Summary
As of 3/31/2017
Note 2
2012 2013 2014 2015 2016
Operating revenue 4,572,509 5,088,245 4,097,844 3,955,207 4,030,921
919,487
Gross profit 2,313,428 2,542,533 1,600,566 1,676,654 1,805,961
470,390
Income from operations 1,259,738 1,397,500
559,442

749,703

868,276

221,284
Non-operating expenses 112,419
11,013

42,767

53,181

(57,676)

(29,045)
Income before tax 1,372,157 1,408,513
602,209

802,884

810,600

192,239
Net income 1,170,829 1,273,404
484,143

634,965

658,693

170,129
Loss from discontinued
operations
-
-

-

-

-

-
Net income (Loss) 1,170,829 1,273,404
484,143

634,965

658,693

170,129
Other comprehensive
income
(income after tax)
(36,107)
79,808

54,506

(25,918)

(78,684)

(43,158)
Total
comprehensive
income
1,134,722 1,353,212
538,649

609,047

580,009

126,971
Total comprehensive
income
1,170,876 1,273,404
484,143

634,965

658,693

170,129
Net income attributable
to non-controlling
interest
(47)
-

-

-

-

-
Comprehensive income
attributable to
Shareholders of the
parent
1,134,769 1,353,212
538,649

609,047

580,009

126,971
Comprehensive income
attributable to
non-controllinginterest
(47)
-

-

-

-

-
Earnings per share 1.80
1.88

0.69

0.87

0.87

0.22

Note 1: According to guidelines for mandatory registration for companies with public offering, companies having embraced international guidelines for financial reporting for less than five years should compile additional financial data based on the nation's financial and accounting guidelines. For details, refer to data of follow-up reports.

Note2: According to " Regulations Governing the Preparation of Financial Reports by Securities Issuers", the parent company only financial reports should be prepared at end of year.

~154~

Parent Condensed Statement of Income –Based on IFRS

Unit:NT$thousands Unit:NT$thousands Unit:NT$thousands Unit:NT$thousands Unit:NT$thousands Unit:NT$thousands
Year
Item
Financial Summary for The Last Five YearsNote 1 Financial
Summary
As of 3/31/2017
(Note2)
2012 2013 2014 2015 2016
Operation revenue 4,572,198 5,083,603 4,092,478 3,897,137 3,888,611
Gross profit 2,225,123 2,569,998 1,664,368 1,665,688 1,848,076
Income from operations 1,423,213 1,609,242
837,561

920,731
1,066,196
Non-operating income/
expense
(22,329)
(94,496)
(232,213) (150,622) (244,390)
Income before tax 1,400,884 1,514,746
605,348

770,109

821,806
Income from operations of
continued segments-
After tax
1,170,876 1,273,404
484,143

634,965

658,693
Income from
discontinued operation
-
-

-

-

-
Income before tax 1,170,876 1,273,404
484,143

634,965

658,693
Income from operations
of continued segments
after tax
(36,107)
79,808

54,506

(25,918)

(78,684)
Total comprehensive
income
1,134,769 1,353,212
538,649

609,047

580,009
Net income attributable
to shareholders of the
parent
-
-

-

-

-
Net income attributable
to non-controlling
interest
-
-

-

-

-
Comprehensive income
attributable to
Shareholders of the
parent
-
-

-

-

-
omprehensive income
attributable to
non-controllinginterest
-
-

-

-

-
Earnings per share 1.80
1.88

0.69

0.87

0.87

Note 1: According to guidelines for mandatory registration for companies with public offering, companies having embraced international guidelines for financial reporting for less than five years should compile additional financial data based on the nation's financial and accounting guidelines. For details, refer to data of follow-up reports.

  • Note2: According to " Regulations Governing the Preparation of Financial Reports by Securities Issuers", the parent company only financial reports should be prepared at end of year.

~155~

6.1.2 Financial Information- ROC GAAP

Consolidated Condensed balance sheet – Based on ROC GAAP

Unit: NT$ thousands

Year
Item
Year
Item
Financial Summary for The Last Five Years
Note 1
Financial Summary for The Last Five Years
Note 1
Financial Summary for The Last Five Years
Note 1
Financial Summary for The Last Five Years
Note 1
Financial Summary for The Last Five Years
Note 1
Financial
Summary
As of
3/31/2017
(Note3)
2012 2013Note 2 2014Note 2 2015Note 2 2016 (Note 2
Current assets 6,058,509
Funds & Long-term
investments
188,924
Fixed assets 3,790,318
Intangible assets 107,539
Other assets 167,691
Total assets 10,312,981
Current
liabilities
Before
distribution
1,187,327
After
distribution
1,967,243
Long-term liabilities -
-
Other liability 30,179
Total
liabilities
Before
distribution
1,217,506
After
distribution
1,997,422
Capital stock 6,499,300
Capital surplus 1,246,977
Retained
Earnings
Before
distribution
1,328,143
After
distribution
288,255
Unrealized gain or
loss on financial
instruments
-
Capital Collected in
advance
-
Cumulative
translation
adjustments
19,452
Net loss unrecognized
aspension cost

-
Total
equity
Before
distribution
9,095,475
After
distribution
8,315,559

Note1: Financial information of above years has been verified by independent auditors.

Note2: Financial information of year 2013 follows IFRS and has been disclosed in previous Financial Summary

Note3: According to “Regulations Governing the Preparation of Financial Reports by Securities Issuers", the parent company only financial reports should be prepared at end of year.

~156~

Parent Condensed balance sheet – Based on ROC GAAP

Parent Condensed balance sheet – Based on ROC GAAP Parent Condensed balance sheet – Based on ROC GAAP Parent Condensed balance sheet – Based on ROC GAAP Parent Condensed balance sheet – Based on ROC GAAP Parent Condensed balance sheet – Based on ROC GAAP Parent Condensed balance sheet – Based on ROC GAAP
Unit: NT$thousands
Year
Item
Financial Summary for The Last Five YearsNote 1 Financial
Summary
As of
3/31/2017
Note2
2012 2013 2014Note 2 2015Note 2 2016Note 2
Current assets 5,378,239
Funds & Long-term
investments
1,431,239
Fixed Assets 3,008,629
Intangible assets 1,538
Other assets 109,979
Total assets 9,929,624
Current
liabilities
Before
distribution
805,573

After
distribution
1,585,489
Long-term liabilities -
Other liabilities 30,179
Total
liabilities
Before
distribution
835,752

After
distribution
1,615,668
Capital stock 6,499,300
Capital surplus 1,246,977
Retained
Earnings
Before
distribution
1,328,143
After
distribution
288,255
Unrealized gain or
loss on financial
instruments
-
Collected Capital in
advance
-
Cumulative
translation
adjustments
19,452
Net loss unrecognized
aspension cost
-
Total
equity
Before
distribution
9,093,872
Before
distribution
8,313,956

Note1: Financial information of above years has been verified by independent auditors.

Note2: Financial information of year 2013 follows IFRS and has been disclosed in previous Financial Summary.

~157~

Consolidated Condensed Statement of Income – Based on ROC GAAP

Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands
Year
Item
Financial Summary for The Last Five YearsNote 1 Financial
Summary
As of 3/31/2017
Note3
2012 2013 (Note2) 2014(Note2) 2015(Note2) 2016(Note2)
Operating revenue 4,572,509
Gross profit 2,313,428
Income from operations 1,259,248
Non-operating income 184,987
Non-operating expenses 72,568
Income from operations
of continued segments -
before tax
1,371,667
Income from operations
of continued
segments-gain or loss
1,170,422
Income from
discontinued operations
-
Extraordinary gain or
loss
-
Cumulative translation
adjustments
-
Net income 1,170,422
Earnings per share 1.80

Note1: Financial information of above years has been verified by independent auditors.

Note2: Financial information of year 2013 follows IFRS and has been disclosed in previous Financial Summary. Note3: According to “Regulations Governing the Preparation of Financial Reports by Securities Issuers", the parent company only financial reports should be prepared at end of year.

~158~

Parent Condensed Statement of Income – Based on ROC GAAP

Unit: NT$ thousands

Year
Item
Financial Summary for The Last Five YearsNote 1 Financial Summary for The Last Five YearsNote 1 Financial Summary for The Last Five YearsNote 1 Financial Summary for The Last Five YearsNote 1 Financial Summary for The Last Five YearsNote 1 Financial
Summary
As of 3/31/2017
Note2
2012 2013 (Note2) 2014 (Note2) 2015 (Note2) 2016 (Note2)
Operating revenue 4,572,198
Gross profit 2,225,123
Income from operations 1,422,723
Non-operating income 123,310
Non-operating expenses (145,639)
Income from operations
of continued segments -
before tax
1,400,394
Income from continued
operations
1,170,469
Income from
discontinued operations
-
Extraordinary gain or
loss
-
Cumulative translation
adjustments
-
Net income 1,170,469
Earnings per share 1.80

Note1: Financial information of above years has been verified by independent auditors. Note2: Financial information of year 2013 follows IFRS and has been disclosed in previous Financial Summary

6.1.3 Auditors’ Opinions from 2012 to 2016

Year Accounting Firm CPA Audit Opinion
Unqualified
Unqualified
Unqualified
Unqualified
Unqualified
2012 PricewaterhouseCoopers,
Taiwan
Tzu-Meng Liu
Tzu-Yu Lin
2013 PricewaterhouseCoopers,
Taiwan
Tzu-Meng Liu
Tzu-Yu Lin
2014 PricewaterhouseCoopers,
Taiwan
Tzu-Yu Lin
Tzu-MengLiu
2015 PricewaterhouseCoopers,
Taiwan
Tzu-Yu Lin
Ming-Hsien Lee
2016 PricewaterhouseCoopers,
Taiwan
Yung-Chih Lin
Ming-Hsien Lee

~159~

6.2 Five-Year Financial Analysis

Consolidated Financial Analysis – Based on IFRS


Item(Note 4)
Year Financial Analysis for the Last Financial Analysis for the Last Financial Analysis for the Last Five Years(Note1) Five Years(Note1) Financial
Analysis
As of 3/31/2017
(Note2)
2012 2013 2014 2015 2016
Financial
structure
(%)
Debt Ratio 12.27 16.03 17.51 19.35 19.99 19.41
Ratio of
long-term
capital to
property, plant
and equipment
256.69 230.41 186.65 192.36 212.93 216.52
Solvency
(%)
Current ratio 503.26 346.15 273.69 265.18 389.28 393.51
Quick ratio 330.08 193.68 138.15 162.42 268.57 270.10
Interest earned
ratio (times)
47,316.76 178.93 146.50 90.03 23.44 16.89
Operating
performance
Accounts
receivable
turnover
(times)
10.87 5.62 5.49 5.50 5.10 5.16
Accounts
receivable
turnover
(times)
34 65 67 66 72 71
Inventory
turnover
(times)
1.18 1.04 0.90 0.84 0.90 0.73
Accounts
payable
turnover
(times)
8.58 10.36 15.51 30.69 26.94 16.41
Average days
insales
309 351 406 435 406 500
Property, plant
and equipment
turnover
(times)

1.42
1.31 0.88 0.75 0.74 0.64
Total assets
turnover
(times)
0.46 0.47 0.36 0.32 0.31 0.26
Profitability Return on total
assets (%)

11.81
11.73 4.27 5.45 5.51 5.62
Return on
stockholders'
equity (%)
13.28 13.61 5.09 6.60 6.56 6.61
Pre-tax income
to paid-in
capital(%)

21.11
20.84 8.57 10.98 10.66 10.11
Profit ratio (%) 25.61 25.03 11.81 16.05 16.34 18.50
Earnings per
share (NT$)
(Note3)
1.80 1.88 0.69 0.87 0.87 0.22

~160~

Cash flow Cash flow ratio
(%)

81.55
52.93 46.31 45.91 98.42 48.17
Cash flow
adequacy ratio
(%)
129.04 99.98 75.24 60.63 68.31 83.75
Cash
reinvestment
ratio (%)
2.87 1.22 0.58 6.39 9.21 5.14
Leverage Operating
leverage
1.30 1.34 1.88 1.67 1.54 1.52
Financial
leverage
1.00 1.01 1.01 1.01 1.04 1.06
Analysis of financial ratio differences for the last two years.
(Not required if the difference does not exceed 20%)
1.Current ratio increased due to increase in 2016 Current Liabilities
2.Quick ratio increased due to decrease in 2016 Current liabilities
3.Decrease in the times for guaranteed interests due to increased interest burden in 2016.
4.Cash flow ratio increased due to 2016 Cash Provided by Operating Activities increased and Current liabilities
decreased
5.Cash flow reinvestment ratio increased due to Cash Provided by Operating Activities increased caused the Cash flow
reinvestment ratio increased

Note1: Financial Information prepared as of 3/31/2016 follows IFRS and has been verified by independent auditors. Note2: Calculated based on weighted average number of outstanding shares during each year. Note3: The calculation formula of financial analysis:

  1. Capital Structure Analysis

  2. (1) Debt ratio = Total Liabilities / Total Assets

  3. (2) Long-term fund to fixed assets ratio= (Shareholders' Equity + Long-term Liabilities) / Net Properties

  4. Liquidity Analysis

  5. (1) Current ratio = Current Assets / Current Liabilities

  6. (2) Quick ratio = (Current Assets 一 Inventories - Prepaid Expenses) / Current Liabilities

  7. (3) Times interest earned = Earnings before Interest and Taxes / Interest Expenses

  8. Operating Performance Analysis

  9. (1) Average collection turnover = Net Sales / Average Trade Receivables

  10. (2) Average collection days = 365 / Receivables Turnover rate

  11. (3) Average inventory turnover = Cost of Sales / Average inventory

  12. (4) Average inventory turnover days = 365 / Inventory Turnover rate

  13. (5) Average payment turnover = Cost of Sales / Average Trade Payables

  14. (6) Fixed assets turnover = Net Sales / Average Net Properties

  15. (7) Total assets turnover = Net Sales / Average Total Assets

  16. Profitability Analysis

  17. (1) Return on total assets = {Net Income + Interest Expenses * (1 - Effective tax rate)} / Average Total Assets

  18. (2) Return ratio on stockholders' equity = Net Income / Average Shareholders' Equity

  19. (3) Operating income to paid-in capital = Operating Income / Capital

  20. (4) Pre-tax income to paid-in capital = Income before tax/ Capital

  21. (5) Net income to net sales = Net Income / Net Sales

  22. (6) Earnings per share = (Net Income 一 Preferred Stock Dividend) / Weighted Average Number of Share Outstanding

  23. Cash Flow

  24. (1) Cash flow ratio = Net Cash Provided by Operating Activities / Current Liabilities

  25. (2) Cash Flow Adequacy Ratio =Five-year sum of cash from operations / Five-year sum of capital expenditures , inventory additions , and cash dividends.

  26. (3) Cash flow reinvestment ratio = (Cash Provided by Operating Activities - Cash Dividends) / (Gross Plant + Investment + Other Assets + Working Capital)

  27. Leverage

  28. (1) Operating leverage = (Net Sales - Variable Cost) / Income from Operations

  29. (2) Financial leverage = Income from Operations / (Income from Operations - Interest Expenses)

Note 4: Cash-flow analysis

  1. Net cash flow for business activities refers to the amount of business activities-related cash flow in the cash-flow table

  2. Capital outlay refers to the amount of cash outflow for capital investment

  3. Increased amount of inventory is taken into account only when final inventory is larger than initial inventory. The entry will be zero, should inventory at the end of year decrease.

  4. Cash dividend includes cash dividend for both common shares and preferred shares

  5. Gross value of real estates, factory buildings, and equipment refers to their gross value before accumulated depreciation.

~161~

Parent Financial Analysis – Based on IFRS

Year
Item(Note 4)
Year
Item(Note 4)
Financial Analysis for the Last Five Years(Note1) Financial Analysis for the Last Five Years(Note1) Financial Analysis for the Last Five Years(Note1) Financial Analysis for the Last Five Years(Note1) Financial Analysis for the Last Five Years(Note1) Financial
Analysis
As of
3/31/2017
(Note2))
2012 2013 2014 2015 2016
Financial
structure
(%)
Debt Ratio 8.91 9.93 6.16 5.45 6.70 N/A
Ratio of long-term
capital to property,
plant and equipment
318.28 307.91 253.02 267.51 277.25
Solvency
(%)
Current ratio 654.25 539.55 795.52 1,028.87 890.79
Quick ratio 418.42 290.47 356.36 593.56 602.53
Interest earned ratio
(times)
48,307.34 1,514,747.00 302,675.00 27,504.89 74,710.63
Operating
performance
Accounts receivable
turnover(times)
5.41 5.61 5.48 5.60 5.31
Average collection
period
67 65 67 65 69
Inventory turnover
(times)
1.29 1.11 0.95 0.91 0.92
Accounts payable
turnover(times)
11.50 13.93 18.53 55.88 32.23
Average days in sales 283 329 384 401 397
Property, plant and
equipment turnover
(times)
1.69 1.69 1.19 1.02 1.02
Total assets turnover
(times)
0.47 0.49 0.40 0.37 0.35
Profitability Return on total assets
(%)
12.08 12.33 4.68 6.22 6.16
Return on
stockholders' equity
(%)
13.28 13.61 5.09 6.60 6.56
Pre-tax income to
paid-in capital(%)
21.55 22.41 8.61 10.53 10.81
Profit ratio (%) 25.61 25.05 11.83 16.29 16.94
Earnings per share
(NT$) (Note 3)
1.80 1.88 0.69 0.87 0.87
Cash flow Cash flow ratio (%) 145.21 125.32 219.64 257.31 291.35
Cash flow adequacy
ratio(%)
159.20 105.53 87.17 77.01 89.91
Cash reinvestment
ratio(%)
4.63 3.61 2.90 7.86 11.27
Leverage Operating leverage 1.24 1.25 1.49 1.46 1.36
Financial leverage 1.00 1.00 1.00 1.00 1.00

~162~

Analysis of financial ratio differences for the last two years.

  1. Increase of debt/assets ratio, due to increased total debt in 2016

  2. Increase of interest protection multiple, due to decreased interest expense in 2016

  3. Decrease of turnover rate of account payable, due to increased account payable in 2016 4. Increase of cash reinvestment ratio, due to increased cash flow resulting from business activities in 2016

Note 1: Individual financial statement is only complied at the end of year, according to the guidelines for compilation of financial statement issuers of securities. Note 2: Calculated based on weighted average number of outstanding shares during each year.

Note3: The calculation formula of financial analysis:

  1. Capital Structure Analysis

    • (1) Debt ratio = Total Liabilities / Total Assets

    • (2) Long-term fund to fixed assets ratio= (Shareholders' Equity + Long-term Liabilities) / Net Properties

  2. Liquidity Analysis

    • (1) Current ratio = Current Assets / Current Liabilities

    • (2) Quick ratio = (Current Assets 一 Inventories - Prepaid Expenses) / Current Liabilities

    • (3) Times interest earned = Earnings before Interest and Taxes / Interest Expenses

  3. Operating Performance Analysis

    • (1) Average collection turnover = Net Sales / Average Trade Receivables

    • (2) Average collection days = 365 / Receivables Turnover rate

    • (3) Average inventory turnover = Cost of Sales / Average inventory

    • (4) Average inventory turnover days = 365 / Inventory Turnover rate

    • (5) Average payment turnover = Cost of Sales / Average Trade Payables

    • (6) Fixed assets turnover = Net Sales / Average Net Properties

    • (7) Total assets turnover = Net Sales / Average Total Assets

  4. Profitability Analysis

    • (1) Return on total assets = {Net Income + Interest Expenses * (1 - Effective tax rate)} / Average Total Assets

    • (2) Return ratio on stockholders' equity = Net Income / Average Shareholders' Equity

    • (3) Operating income to paid-in capital = Operating Income / Capital

    • (4) Pre-tax income to paid-in capital = Income before tax/ Capital

    • (5) Net income to net sales = Net Income / Net Sales

    • (6) Earnings per share = (Net Income 一 Preferred Stock Dividend) / Weighted Average Number of Share Outstanding

  5. Cash Flow

    • (1) Cash flow ratio = Net Cash Provided by Operating Activities / Current Liabilities

    • (2) Cash Flow Adequacy Ratio =Five-year sum of cash from operations / Five-year sum of capital expenditures , inventory additions , and cash dividends.

    • (3) Cash flow reinvestment ratio = (Cash Provided by Operating Activities - Cash Dividends) / (Gross Plant + Investment + Other Assets + Working Capital)

  6. Leverage

    • (1) Operating leverage = (Net Sales - Variable Cost) / Income from Operations
  7. (2) Financial leverage = Income from Operations / (Income from Operations - Interest Expenses)

  8. Note 4: Cash-flow analysis

  9. Net cash flow for business activities refers to the amount of business activities-related cash flow in the cash-flow table

  10. Capital outlay refers to the amount of cash outflow for capital investment

  11. Increased amount of inventory is taken into account only when final inventory is larger than initial inventory. The entry will be zero, should inventory at the end of year decrease.

  12. Cash dividend includes cash dividend for both common shares and preferred shares

  13. Gross value of real estates, factory buildings, and equipment refers to their gross value before accumulated depreciation.

~163~

Consolidated Financial Analysis – Based on ROC GAAP


Item(Note 4)
Year(Note1) Financial Analysis for the Past Five Years(Note 1) Financial Analysis for the Past Five Years(Note 1) Financial Analysis for the Past Five Years(Note 1) Financial Analysis for the Past Five Years(Note 1) Financial Analysis for the Past Five Years(Note 1) Financial
Analysis
As of
3/31/2017
(Note2)
2012 2013(Note2) 2014 (Note2) 2015(Note2) 2016(Note2)
Financial
structure (%)
Debt Ratio 11.81 N/A N/A N/A N/A N/A
Ratio of long-term
capital to fixed
assets
239.97
Solvency (%) Current ratio 510.26
Quick ratio 334.70
Interest earned ratio
(times)

47,299.86
Operating
performance
Accounts
receivable turnover
(times)
5.37
Average collection
period
68
Inventory turnover
(times)
1.18
Accounts payable
turnover(times)
8.63
Average days in
sales
309
Fixed assets
turnover(times)
1.29
Total assets
turnover(times)
0.46
Profitability Return on total
assets(%)
11.83
Return on
stockholders' equity
(%)

13.22
Ratio to issued
capital(%
21.10
Profit ratio (%) 25.81
Earnings per share
(NT$) (Note3)
1.80
Cash flow Cash flow ratio (%) 86.00
Cash flow
adequacyratio(%)
151.01
Cash reinvestment
ratio(%)
3.25
Leverage Operating leverage 1.26
Financial leverage 1.00

~164~

Note 1: According to “Regulations Governing Information to be published in Annual Reports of Public Company”, Company’s Financial Information following IFRS less than five years are required to prepare Financial Information following ROC GAAP. Please refer to following for required Financial Information.

Note2: Financial Information prepared as of 3/31/2016 follows IFRS and has been verified by independent auditors. Note3: Calculated based on weighted average number of outstanding shares during each year.

Note4: The calculation formula of financial analysis:

  1. Capital Structure Analysis

  2. (1)Debt ratio = Total Liabilities / Total Assets

  3. (2)Long-term fund to fixed assets ratio= (Shareholders' Equity + Long-term Liabilities) / Net Properties

  4. Liquidity Analysis

  5. (1)Current ratio = Current Assets / Current Liabilities

  6. (2)Quick ratio = (Current Assets 一 Inventories - Prepaid Expenses) / Current Liabilities

  7. (3)Times interest earned = Earnings before Interest and Taxes / Interest Expenses

  8. 3.Operating Performance Analysis

  9. (1)Average collection turnover = Net Sales / Average Trade Receivables

  10. (3) Average collection days = 365 / Receivables Turnover rate

  11. (4) Average inventory turnover = Cost of Sales / Average inventory

  12. (5) Average inventory turnover days = 365 / Inventory Turnover rate

  13. (6) Average payment turnover = Cost of Sales / Average Trade Payables

  14. (7) Fixed assets turnover = Net Sales / Average Net Properties

  15. (8) Total assets turnover = Net Sales / Average Total Assets

  16. 4.Proftability Analysis

  17. (1)Return on total assets = {Net Income + Interest Expenses * (1 - Effective tax rate)} / Average Total Assets

  18. (2)Return ratio on stockholders' equity = Net Income / Average Shareholders' Equity (3)Operating income to paid-in capital = Operating Income / Capital

  19. (4)Pre-tax income to paid-in capital = Income before tax/ Capital

  20. (5)Net income to net sales = Net Income / Net Sales

  21. (6)Earnings per share = (Net Income 一 Preferred Stock Dividend) / Weighted Average Number of Share Outstanding

  22. 5.Cash Flow

  23. (1)Cash flow ratio = Net Cash Provided by Operating Activities / Current Liabilities

  24. (2)Cash Flow Adequacy Ratio =Five-year sum of cash from operations / Five-year sum of capital expenditures , inventory additions , and cash dividends.

  25. (3)Cash flow reinvestment ratio = (Cash Provided by Operating Activities - Cash Dividends) / (Gross Plant + Investment + Other Assets + Working Capital)

  26. Leverage

  27. (1)Operating leverage = (Net Sales - Variable Cost) / Income from Operations

  28. (2)Financial leverage = Income from Operations / (Income from Operations - Interest Expenses)

~165~

Parent Financial Analysis –Based on ROC GAAP

Parent Financial Analysis –Based on ROC GAAP Parent Financial Analysis –Based on ROC GAAP Parent Financial Analysis –Based on ROC GAAP Parent Financial Analysis –Based on ROC GAAP Parent Financial Analysis –Based on ROC GAAP
Year(Note 1)
Item (Note 4)
Financial Analysis for the Last Five Years(Note 1) Financial
Analysis
As of
3/31/2017
(Note2)
2012 2013 (Note 2) 2014 (Note 2) 2015(Note 2) 2016(Note 2)
Financial
structure (%)
Debt Ratio 8.42 N/A N/A N/A N/A N/A
Ratio of long-term
capital to
property, plant and
equipment
302.26
Solvency
(%)
Current ratio 667.63
Quick ratio 426.91
Interest earned ratio
(times)

48,209.45
Operating
performance
Accounts
receivable turnover
(times)
5.41
Average collection
period
67
Inventory turnover
(times)
1.29
Accounts payable
turnover(times)
11.57
Average days in
sales
283
Property, plant and
equipment turnover
(times)
1.63
Total assets
turnover(times)
0.47
Profitability Return on total
assets(%)
12.10
Return on
stockholders' equity
(%)

13.22
Pre-tax income to
paid-in capital(%)
21.55
Profit ratio (%) 25.60
Earnings per share
(NT$) (Note3)
1.80
Cash flow Cash flow ratio (%) 153.10
Cash flow
adequacyratio(%)
147.40
Cash reinvestment
ratio(%)
4.99
Leverage Operating leverage 2.90
Financial leverage 1.00

~166~

Note 1: According to “Regulations Governing Information to be published in Annual Reports of Public Company”, Company’s Financial Information following IFRS less than five years are required to prepare Financial Information following ROC GAAP. Please refer to following for required Financial Information.

Note2: Financial Information prepared as of 3/31/2016 follows IFRS and has been verified by independent auditors. Note3: Calculated based on weighted average number of outstanding shares during each year. Note4: The calculation formula of financial analysis:

  1. Capital Structure Analysis

  2. (1)Debt ratio = Total Liabilities / Total Assets

  3. (2)Long-term fund to fixed assets ratio= (Shareholders' Equity + Long-term Liabilities) / Net Properties

  4. Liquidity Analysis

  5. (1)Current ratio = Current Assets / Current Liabilities

  6. (2)Quick ratio = (Current Assets 一 Inventories - Prepaid Expenses) / Current Liabilities

  7. (3)Times interest earned = Earnings before Interest and Taxes / Interest Expenses

  8. Operating Performance Analysis

  9. (1)Average collection turnover = Net Sales / Average Trade Receivables

  10. (2)Average collection days = 365 / Receivables Turnover rate

  11. (3)Average inventory turnover = Cost of Sales / Average inventory

  12. (4)Average inventory turnover days = 365 / Inventory Turnover rate

  13. (5)Average payment turnover = Cost of Sales / Average Trade Payables

  14. (6)Fixed assets turnover = Net Sales / Average Net Properties

  15. (7)Total assets turnover = Net Sales / Average Total Assets

  16. Profitability Analysis

  17. (1)Return on total assets = {Net Income + Interest Expenses * (1 - Effective tax rate)} / Average Total Assets

  18. (2)Return ratio on stockholders' equity = Net Income / Average Shareholders' Equity

  19. (3)Operating income to paid-in capital = Operating Income / Capital

  20. (4)Pre-tax income to paid-in capital = Income before tax/ Capital

  21. (5)Net income to net sales = Net Income / Net Sales

  22. (6)Earnings per share = (Net Income 一 Preferred Stock Dividend) / Weighted Average Number of Share Outstanding

  23. Cash Flow

  24. (1)Cash flow ratio = Net Cash Provided by Operating Activities / Current Liabilities

  25. (2)Cash Flow Adequacy Ratio =Five-year sum of cash from operations / Five-year sum of capital expenditures , inventory additions , and cash dividends.

  26. (3)Cash flow reinvestment ratio = (Cash Provided by Operating Activities – Cash Dividends) / (Gross Plant + Investment + Other Assets + Working Capital)

  27. Leverage

  28. (1)Operating leverage = (Net Sales - Variable Cost) / Income from Operations

  29. (2)Financial leverage = Income from Operations / (Income from Operations - Interest Expenses)

~167~

6.3Audit Committee’s Report in the Most Recent Year

Audit Committee's Review Report

(Translated from Chinese)

I hereby state as following:

This proposal is the presentation by the Board of Directors of the Company's 2016 Business Report, Financial Statements, and the Profit Allocation Proposal. Of these items, the Financial Statements have been audited by PricewaterhouseCoopers Taiwan, and an opinion and report have been issued on the Financial Statements. The aforementioned proposal regarding Business Report, Financial Statements, and the Profit Allocation Proposal have been reviewed and determined to be correct and accurate by the Audit Committee. Per the regulations in Article 14-4 of Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report.

ScinoPharm Taiwan, Ltd.

Chairman of the Audit Committee: Wei-te Ho March 28, 2017

~168~

6.4 The Audited Consolidated Financial Report for the most Recent Fiscal Year

Please refer to appendix A

6.5 The Audited Parent Company only Financial Report for the most Recent Fiscal Year

Please refer to appendix B

6.6 Financial Difficulties

The Company should disclose the financial impact to the Company if the Company and its affiliated companies have incurred any financial or cash flow difficulties as of the date of this Annual Report: None

~169~

VII Review of Financial Conditions, Operating Results, and Risk Management

7.1 Analysis of Financial Status

nalysis of Financial Status nalysis of Financial Status nalysis of Financial Status
Consolidated Financial statement Unit: NT$thousands
Year
Item

2016
2015 Difference
Amount %
Current Assets 6,585,375 6,032,910 552,465 9.16
Property, Plant and Equipment 5,208,898 5,170,714 38,184 0.74
Intangible Assets 24,078 22,918 1,160 5.06
Other Assets 964,649 995,053 (30,404) -3.06
Total Assets 12,783,000 12,221,595 561,405 4.59
Current Liabilities 1,691,693 2,274,983 (583,290) -25.64
Other Liabilities 863,514 89,619 773,895 863.54
Total Liabilities 2,555,207 2,364,602 190,605 8.06
Total Stockholders' Equity 10,227,793 9,856,993 370,800 3.76

Unit: NT$ thousands

Parent CompanyOnlyFinancial statement Unit: NT$thousands
Year
Item

2016
2015 Difference
Amount %
Current Assets 5,718,294 4,928,490 789,804 16.03
Property, Plant and Equipment 3,722,375 3,718,257 4,118 0.11
Intangible Assets 12,633 12,656 (23) -0.18
Other Assets 1,508,972 1,766,228 (257,256) -14.57
Total Assets 10,962,274 10,425,631 536,643 5.15
Current Liabilities 641,933 479,019 162,914 34.01
Non-current Liabilities 92,548 89,619 2,929 3.27
Total Liabilities 734,481 568,638 165,843 29.16
Total Stockholders' Equity 10,227,793 9,856,993 370,800 3.76

7.1.1 Explanation for variance (if the variation is 20 % or more):

  • Consolidated Financial statement:

  • Currentl liabilities decreased, mainly due to the newly increased syndicated loan to repay short term debt.

  • Other liabilities increased, mainly due to the newly increased syndicated loan to repay short term debt.

Parent Company Only Financial statement:

  1. Currentl liabilities increased, mainly due to increased material at end of the year, increased estimation of bonus and sales revenue received in advance at year end.

7.1.2 Effect of said changes on the Company: The aforementioned changes did not affect the Company significantly.

7.1.3 Future response plans: Not applicable.

~170~

7.2 Analysis of Operation Results

Consolidated Financial statement

Unit: NT$ thousands

Item 2016 2015 Difference (%)
Net OperatingRevenue 4,030,921 3,955,207 75,714 1.91
OperatingCosts (2,224,960) (2,278,553) 53,593 -2.35
Net Operating Margin 1,805,961 1,676,654 129,307 7.71
Operating Expenses (937,685) (926,951) (10,734) 1.16
OperatingProfit 868,276 749,703 118,573 15.82
Non-operating Income And
Expenses
(57,676) 53,181 (110,857) -208.45
Profit Before Income Tax 810,600 802,884 7,716 0.96
Income Tax Expense (151,907) (167,919) 16,012 9.54
Profit For the Year 658,693 634,965 23,728 3.74
Total Other Comprehensive
Income (Loss) For The Year
(After Tax)
(78,684) (25,918) (52,766) 203.59
Total Comprehensive Income
For The Year
580,009 609,047 (29,038) -4.77
Parent CompanyOnlyFinancial statement
Unit: NT$thousands
Parent CompanyOnlyFinancial statement
Unit: NT$thousands
Parent CompanyOnlyFinancial statement
Unit: NT$thousands
Parent CompanyOnlyFinancial statement
Unit: NT$thousands
Parent CompanyOnlyFinancial statement
Unit: NT$thousands
Item 2016 2015 Difference (%)
Net OperatingRevenue 3,888,611 3,897,137 (8,526) -0.22
OperatingCosts (2,040,535) (2,231,449) 190,914 -8.56
Net OperatingMargin 1,848,076 1,665,688 182,388 10.95
OperatingExpenses (781,880) (744,957) (36,923) 4.96
OperatingProfit 1,066,196 920,731 145,465 15.80
Non-operating Income And
Expenses
(244,390) (150,622) (93,768) 62.25
Profit Before Income Tax 821,806 770,109 51,697 6.71
Income Tax Expense (163,113) (135,144) (27,969) 20.70
Profit For the Year 658,693 634,965 23,728 3.74
Total Other Comprehensive
Income (Loss) For The Year
(After Tax)
(78,684) (25,918) (52,766) 203.59
Total Comprehensive Income
For The Year
580,009 609,047 (29,038) -4.77

7.2.1 Explanation for variance (if the variation is 20 % or more):

Consolidated financial statement

  1. Loss from non-operating income/expense decreases, due mainly to absence of investment returns, unlike that from share swap with Foreseeacer in 2015.

  2. Total amount of other current after-tax net profit decreases, due mainly to increased loss from exchange rates suffered by overseas business units.

Individual financial statements:

  1. Loss from non-operating income/expense decreases, due to absence of investment returns, unlike that from share swap with Foreseeacer in 2015.

  2. Total amount of other current after-tax net profit decreases, due mainly to increased loss from exchange rates suffered by overseas business units.

~171~

7.2.2 Sales forecast and basis

A. Forecast of sales amount

es forecast and basis
recast of sales amount
Item Amount(kg)
Generic API 19,752
CMO API 7,519
CRO API 2,666
Total 29,937

B. Basis of sales forecast:

The forecast of sales amounts in the above table is based on the needs of customers for the company's products, the company's capacity, and status of new-product development, and the schedule for the introduction of new products.

  • C. Possible effect of future finance and business and contingency plan:

  • In view of the company's sound finance and stable business outlook, there is no major uncertainty for future finance and business.

7.2.3 Effect of said changes on the Company: The aforementioned changes did not affect the Company significantly.

7.2.4 Future response plans: Not applicable.

~172~

7.3 Analysis of Cash Flow

7.3.1 Cash Flow Analysis for the Current Year

Parent Company Only Financial statement

Unit: NT$ thousands

Cash and Cash
Equivalents,
Beginning of
Year(1)
Net Cash Flow
from Operating
Activities (2)
Cash Outflow
(3)
Cash Surplus
(Deficit)
(1)+(2)-(3)
Leverage of Cash Deficit Leverage of Cash Deficit
Investment
Plans
Financing
Plans
2,335,697 1,665,024 (293,570) 3,707,151 - -
  • (1) Business activities: Business activities generated NT$ 1,665,024thousands dollars net cash inflow in 2016, attesting to the company's good business status.

  • (2) Investment activities: Investment activities caused NT$ 202,318 thousands dollars of net cash outflow in 2016, mainly for the construction of new injection-drug plant and substitution of new equipment for old one.

  • (3) Funding activities: Funding activities caused NT$137,619 thousands dollars of net cash outflow, mainly due to cash-dividend payout and increased deposits.

  • (4)Effect of change in exchange rate to cash and cash equivalent

7.3.2 Remedy for Cash Deficit and Liquidity Analysis

Countermeasure for insufficient cash: There was no shortage of cash in the year.

7.3.3 Cash Flow Analysis for the Coming Year

.3 Cash Flow Analysis for the Coming Year .3 Cash Flow Analysis for the Coming Year .3 Cash Flow Analysis for the Coming Year .3 Cash Flow Analysis for the Coming Year
Parent CompanyOnlyFinancial statement Unit: NT$thousands
Estimated Cash
and Cash
Equivalents,
Beginning of
Year(1)
Estimated Net
Cash Flow from
Operating
Activities
(2)
Estimated
Cash Outflow
(Inflow)
(3)
Cash Surplus
(Deficit)
(1)+(2)-(3)
Leverage of Cash Surplus
(Deficit)
Investment
Plans
Financing
Plans
3,707,151 334,249 (324,497) 3,716,903 - -
  • 7.3.3.1 Analysis of change in cash flow in the coming one year:

  • (a) Business activities: The main source is net profit from the company's business. However, it is predicted that business-related net cash inflow will top NT$334,249 thousands dollars in order to meet the need for development of products for the injection-medicine plant and other business needs, as well as stockpile of materials, in accordance with the company's policy.

  • (b) Investment activities: Investment activities are expected to cause NT$ 292,200 thousands dollars of net cash outflow, mainly due to, on top of capital outlays for equipment updating and maintenance, continuing outlay for the last phase of construction of new injection-drug plant.

  • (c) Funding activities: Funding activities are expected to cause NT$32,297 thousands dollars, due mainly to the increased medium- and long-term loans for the operation of ScinoPharm (Changshu) and the payout of cash dividend.

  • 7.3.3.2 Countermeasures for insufficient cash and liquidity analysis: Not applicable, since the situation is nonexistent.

~173~

7.4 Major Capital Expendure Items

7.4.1 Major Capital Expenditure Items and Source of Capital

Parent Company Only Financial statement

Unit: NT$ thousands

Project Actual or
Planned
Source of
Capital
Actual or
Planned Date
of Completion
Total Capital Expected
Capital
Expenditure
Actual Capital
Expenditure
Plant
construction
Own fund 2017/12 2012/07/01~
2017/04/30
1,502,910 Had invested
NT$1,415,283
as of April 30,
2017
  • Note: The aforementioned major capital expenditure have no effect on the company's finance and business, thanks to stable profit, sufficient liquidity, and good relations with financial institutions.

7.4.2 Expected benefits

ScinoPharm is the leading supplier, in terms of the variety of products and number of major customers, of active pharmaceutical ingredients for anti-cancer drugs in the global regulated market. Majority of customers outsourced preparations to CMOs (contract manufacturing organizations), due to inability to produce anti-cancer injection drugs. Many existing injection-drug plants have been forced to close down, due to failure to pass the increasingly rigorous legal requirements, resulting in huge demand which overstrains the capacity of CMOs, especially that for anti-cancer injection drugs. In order to meet customers' need for one-stop shopping service and boost their adherence, the company has invested in the construction of anti-cancer injection drug plant, which will raise the added value of supply chain for active pharmaceutical ingredients of anti-cancer drugs, while augmenting the long-term competitiveness and expanding the growth potential and business scale of ScinoPharm.

7.5 Investment Policy in Last Year, Main Causes for Profits or Losses, Improvement Plans and the Investment Plans for the Coming Year

7.5.1. Equity investment policy

  • (1) ScinoPharm (Kunshan) Biochemical Technology Co., Ltd.: ScinoPharm's Kunshan plant stopped operation in 2013 and transferred its operation to the company's Changshu plant, while continuing to make shipment from its inventories.

  • (2) ScinoPharm (Changshu) Pharmaceuticals Co., Ltd.: ScinoPharm's Changshu plant obtained production license for 14 active pharmaceutical ingredients from China's State Food and Drug Administration and passed inspection by several major customers in 2016, as well as inspection by the U.S. FDA at the end of the year. The plant is now dedicated to the development and production of new active pharmaceutical ingredients. In addition, equipment for second-stage production line had completed adjustment in mid-2017 and is ready for mass production.

  • (3) ScinoPharm Shanghai Biochemical Technology Ltd.: The subsidiary is mainly meant for tapping China's domestic market and service U.S. and European customers in Shanghai,

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on top of agency, sales, and import/export of active pharmaceutical ingredients and intermediates in China, as well as biotech R&D consulting service.

7.5.2 Reasons for profit or loss

  • (1) ScinoPharm (Kunshan) Biochemical Technology: With termination of production, the subsidiary is only selling intermediates from inventory now. Since the sales orders decreased this period,the Operating Loss increased compared with last period.

  • (2) ScinoPharm (Changshu) Pharmaceuticals: The subsidiary was in the red in 2016, due to inadequate production efficiency, as the companies engaged mainly in the development and registration of active pharmaceutical ingredients in the year, resulting in much idled capacity.

  • (3) ScinoPharm Shanghai Biochemical Technology Ltd.: The subsidiary as its business was still confined to assistance for the parent firm and ScinoPharm (Changshu) in applying for registration of pharmaceuticals in China and development of potential customers. The profit increased, though, thanks to increased income from management service.

7.5.3. Improvement plan

Having passed plant inspection by the U.S. FDA, ScinoPharm (Changshu) is striving to have China's State and Drug Administration inspect its plant and is stepping up tapping CRO(contract research organization) and CMO(contract manufacturing organization) businesses with promising potential, in order to enhance its capacity utilization rate and attain economy of scale.

7.5.4. Future investment plans

ScinoPharm (Changshu) Pharmaceuticals: The company's board of directors has resolved to increase the capital of 100%-owned offshore subsidiary SPT International Ltd. for investing US$54.5 million in ScinoPharm (Changshu) Pharmaceuticals in stages. The investment had been completed at the end of 2016.

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7.6 Analysis of Risk Management

7.6.1. Risk-management policy and organizational structure

7.6.1.1. Organizational structure for risk management

The company carries out risk management via acknowledgement, identification, analysis, and evaluation of potential risks before controlling, handling, and monitoring them via proper methods and then formulating improvement plan for centralized management and tiered executions according to the features and range of effect of risks, so as to have a firm grip of all risks.

(1) Organizational structure for risk management and responsibilities

Names of organization Responsibilities
Board of Directors
and the Auditing
Committee
Formulate risk-management culture and policy, in addition to
overseeing the responses to and handling of major risks and
assuringthe effectiveness of risk-management mechanism.
Ranking managers
(president, vice
presidents)
Execute risk-management policies of the board of directors,
conduct resources allocation, evaluation and notify existing and
future risks in response to changes in environment, assess
possible loss, propose countermeasures, make adjustments, and
track effect.
Various centers and
units
Abide by company policy and implement daily risk
management-related operations, set up cross-section
risk-management communications mechanism, and conduct own
assessment of risk-management operation.
Auditing office Assist management in conducting risk assessment and offer
internal-control suggestion, formulate annual auditing plan
according to the outcome of risk management, and carry out
objective and independent auditing of key spots, so as to assure
propriety in the design and execution of risk management and
internal control.
Legal affairs Division Take charge of legal affairs, patents, and intellectual properties,
handle litigations and contracts, and assure abidance of
governmentpolicy,so as minimize legal risk.

(2) Coverage of major risk-management units

Items Major risks Direct risk
management
unit
Risk review
mechanism
Policy making
and supervision
1. Change in interest rate
and exchange rate
Financial center Management
decision making
meeting
The Board of
Directors: The
ultimate
decision-making
body for various
risk
countermeasures
Auditing Office:
Risk monitoring
and tracking
2. Risks associated with
high-risk,
high-leveraged
investments, lending,
endorsement/guarantee,
and trading in
derivatives
Financial center Management
decision making
meeting
3. R&D investment risk R&D center Management
decision making
meeting

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4. Risk associated with
changes in domestic
and foreign policies
and laws
Legal Affairs
Division
Management
decision making
meeting
5. Risk associated with
change in technologies
and industry
R&D center Management
decision making
meeting
6 Risk associated with
change in corporate
image
Financial center Management
decision making
meeting
7 M&A risk Financial center Investment
Committee
8 Risk of
worse-than-expectation
benefit for capacity
expansion
Production
Center
Management
decision making
meeting
Investment
Committee
9. Risk arising from
concentration of supply
and sale
Business
Development
Management
decision making
meeting
10 Risk of litigations and
non-contentious cases
Legal Affairs
Division
Management
decision making
meeting
11 Risk associated with
industrial safety,
hygiene, and
environmental
protection
Production
Center
Security
Committee
12 Product quality risk Quality Control
Center
Management
decision making
meeting

7.6.2 Effects of Changes in Interest Rates, Foreign Exchange Rates and Inflation on Corporate Finance, and Future Response Measures

  • (1) Effect of change in interest rate

Presently, the company doesn't face risk deriving from change in interest rates. As shown in the financial statement, the Taiwanese parent company raked in NT$13,360 thousands dollars of net interest income in 2016, higher than NT$11,039 thousands dollars in 2015, accounting for 0.34% of operating revenue and 1.25% of operating profit, higher than corresponding rates of 0.28% and 1.20% in 2015, The main reason is the completion of the construction of the injection-medicine plant, which has entered the stage of equipment installation and testing, leading to decreased outlay for fixed assets and equipment, in contrast with business income remaining at the level of the previous year. As a result, operating fund remains high. In addition, following advance repayment of entire syndicated loans in April 2010, the company has not incurred new debt up to now. As for allocation of assets, the company invests mainly in banking deposits and short-term fixed-yield financial products, such as commercial papers or bonds with repurchase agreement, for the sake of security and liquidity.

As shown in the consolidated financial statement, net interest outlays amounted to NT$31,119 thousands dollars in 2016, higher than NT$6,682 thousands dollars in 2015,

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accounting for 0.77% of operating revenue and 3.58% of operating profit, compared with corresponding rates of 0.17% and 0.89% in 2015. Interest outlay increased, due mainly to the need of operating fund by the Chinese subsidiary in Changshu and the borrowing of medium-term syndicated terms, for use in stages, of 300 million renminbi yuan in May 2016, to offset the risks resulting from changes in exchange and interest rates. Although change in renminbi interest rate will inevitably affect at certain extent the operation of the Chinese subsidiary, chance for interest hike in China in short term is low, as the Chinese economy is still undergoing structural adjustment. As for allocation of assets, subsidiaries focus on short-term principal-protection fixed-yield products, to safeguard principal and retain good liquidity.

Unit: NT$ thousands
Item 2016 Parent
Company Only
Financial statement
2016 consolidated
financial statement
Net interest income (expense) –(1) 13,360 (31,119)
Operating revenue-(2) 3,888,611 4,030,921
Operating profit -(3) 1,066,196 868,276
Share of interest income (expense) in
operatingrevenue-(1)/(2)
0.34% (0.77%)
Share of interest income (expense) in
operating profit-(1)/(3)
1.25% (3.58%)

In line with the plan for future capital expenditures, the company and its affiliates will be monitoring closely change in interest rate, to ward off adverse effect of change in interest rates on the company's business development. In view of possible funding need in the future, the company will adopt the following countermeasures according to actual need, to sidestep the effect of change in interest rate:

  • A. Funding from financial institutions: The company has maintained a good relationship in dealing with financial institutions, such as banks and bills finance companies, retained proper loan quota, and periodically evaluate the discrepancy between loan rate and average market rate, ready to secure most preferential interest rates when it needs to borrow from financial institutions.

  • B. Taking advantage of the capital market: The company is ready, whenever necessary for business development, to float corporate bonds or convertible bonds for direct finance or carry out cash capital increment, to lower funding cost.

  • C. Plural fund-raising channels: In line with the scale of capital expenditures, the company can also secure syndicated banking loan. It can also borrow foreign currency-denominated loans or float overseas convertible bonds, to meet the need of foreign currency-denominated funds, maintaining a flexible fund-funding method.

  • D. Effect of change in laws/regulations: As for the Chinese subsidiary, it is necessary to notice the effect of change in laws/regulations on funding method, as well as possible overall effect resulting from change in interest and exchange rates, in order to seek optimal funding channel.

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  • (2). Effect of change in foreign exchange rate

The financial statement of the Taiwanese parent company shows that net loss from change in exchange rate amounted to NT$9,574 thousands dollars in 2016, equivalent to 0.25% of operating income and 0.9% of operating profit, a far cry from net exchange-rate gains of NT$17,220 thousands dollars, or 0.44% of operating income and 1.87% of operating profit. The 2016 loss is attributed mainly to fluctuation and rebound of New Taiwan dollar's exchange rate against the U.S. dollar, compared with that in the previous year, which greatly complicates risk-hedging operation. The consolidated financial statement shows that net loss from change in exchange rate amounted to NT$39,001 thousands dollars in 2016, equivalent to 0.97% of operating income and 4.49% of operating profit, compared with net exchange-rate loss of NT$65,734 thousands dollars in 2015, or 1.66% of operating income and 8.77% of operating profit. This shows that despite exchange-rate loss suffered by the parent company in 2016, due to large-scale revaluation of the NT dollar, the Chinese subsidiary managed to lower the adverse effect from change in exchange rate, thanks to adjustment of the currency denomination for its debt position, in response to the continuing depreciation of renminbi recently.

renminbi recently.
Unit: NT$ thousands
Item 2016 Parent
Company Only
Financial statement
2016 consolidated
financial statement
Net currency exchange gain (loss)-(1) (9,574) (39,001)
Operating revenue-(2) 3,888,611 4,030,921
Operating profit-(3) 1,066,196 868,276
Share of net currency exchange gain
(loss)in operatingrevenue-(1)/(2)
(0.25%) (0.97%)
Share of net currency exchange gain
(loss)in operating profit-(1)/(3)
(0.90%) (4.49%)

For the Taiwanese parent company, due to its focus on export, thanks to trust of major U.S. and European pharmaceutical firms in the quality of its products, proceeds from its sales are mainly denominated in U.S. dollar, with a small part in Euro. On the other hand, its payment is mainly denominated in NT dollar, with U.S. dollar and Euro accounting for a small part. Therefore, depreciation of the NT dollar against U.S. dollar and Euro would benefit the company financially, and vice versa, with the extent of influence hinging on the scale in the fluctuation of the exchange rates. To meet the need of working capital by the Changshu plant after its formal operation, in addition to loans from affiliates, the company resorts mainly to banking loans. The sharp depreciation of renminbi against the U.S. dollar since August 2015, however, has caused adverse effect on the U.S.dollar debt position. Although the adverse effect can be offset by U.S.dollar accounts receivable in the long run, thanks to the export-oriented business, the company still gradually converted its debt position to renminbi denomination in 2016, in order to avoid exchange rate- and interest-rate risks expected from a strong U.S. dollar and U.S.dollar interest hike.

The company has adopted the following countermeasures for the possible effect of change in exchange rate:

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  • A.The financial unit keeps close contact with the foreign exchange departments of financial institutions, constantly collects information on change in exchange rate, and have firm grip on the international trend of exchange rates and political and economic development, as reference for engagement in foreign-exchange trading and counter the adverse effect of exchange-rate fluctuation.

  • B.The financial unit engages in certain extent of forward forex trading for risk hedging and proposes evaluation report periodically, as reference for the management to make judgment.

  • C. Make general evaluation of the effect of exchange/interest rates and adjust currency denominations for debt position properly, so as to ward off the adverse effect of exchange-rate fluctuation.

  • D. Open foreign-currency deposit accounts and adjust the position of foreign-currency assets properly, according to actual funding need and trend of exchange rates.

  • E. Make payment for procurements in currencies similar to the denominated currencies for proceeds from sales, so as to achieve a risk-hedging effect automatically.

  • F. Business or procurement units should consult financial unit on trend of exchange rates and other factors of influence before offering quotes, to facilitate overall consideration and evaluation.

  • (3) The effect of inflation

According to statistics of the Cabinet-level Directorate General of Budget, Accounting, and Statistics (DGBAS), consumer price index (CPI) and wholesale price index (WPI) in Taiwan rose 1.40% and dropped 3.01%, respectively, in 2016 from 2015. Meanwhile, according to the statistics of China's National Bureau of Statistics, China's CPI and producer price index (PPI) rose 2.0% and dropped 1.4%, respectively, in 2016 from 2015, In 2016, price level registered minor increase or only slight drop, as global prices of crude oil and many other raw materials bottomed out and the global economy, bolstered by the growth of the U.S. economy, staged gradual recovery. Despite higher price hike in Taiwan, due to price increase of foods and other daily-life goods, core CPI, both in Taiwan and china, only rose moderately. Overall speaking, inflation was not obvious in 2016 and there was no sign of deflation.

7.6.3 Policies, Main Causes of Gain or Loss and Future Response Measures with Respect to High-risk, High-leveraged Investments, Lending or Endorsement Guarantees, and Derivatives Transactions

  • (1) High-risk and high-leveraged investment

In line with the principle of stability for business development, the company shuns high-risk and high-leveraged investments.

  • (2) Lending, endorsement, and guarantee

In view of the need of the group's overall operation, the Taiwanese parent company and Chinese subsidiaries have formulated "Procedural Rules for Providing Lending to Other Persons" and "Procedural Rules for Providing Endorsements and Guarantees", according to the regulation of the regulator, and have dedicated unit undertake risk evaluation and effective control, to safeguard the company's utmost benefit.

In 2016, the Board of Directors of ScinoPharm (Kunshan) Biochemical Technology Co., Ltd. resolved to lend loans to ScinoPharm (Changshu) Pharmaceuticals, Ltd.. There was

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no other case involving lending of loans or provision of endorsement or guarantee in the year. As of the end of 2016, ScinoPharm (Kunshan) Biochemical Technology Co., Ltd. had NT$8,5907 thousands dollars of outstanding loans provided to ScinoPharm (Changshu) Pharmaceuticals, Ltd.

As for endorsement/guarantee, the company's board of directors approved in March 2016 to offer endorsement and guarantee to subsidiary ScinoPharm (Changshu) in its application for 350,000 thousands dollars renminbi yuan of syndicated loan. Otherwise, the company and its subsidiaries didn't provide other endorsement and guarantee. As of the end of 2016, the outstanding amount of endorsement and guarantee provided by the company reached NT$1,625,270 thousands dollars.

  • (3) Trading in derivates

The Taiwanese parent company and Chinese subsidiaries have formulated respective "Rules Governing the Procedure for Handling Acquisition and Disposal of Assets" to regulate trading in derivatives, restricting such trading to the purpose of hedging the market risk associated with the effect of fluctuation of exchange rates and interests rates on the net positions of foreign currency-denominated assets (liabilities). Trading for arbitrage and speculation is forbidden.

As shown in its financial statement, in 2016 the Taiwanese parent company incurred NT$3,981 thousands dollars of gain from the evaluation of financial products, mainly from forward trading for hedging the risk of currency exchange rate fluctuation, and the net currency exchange loss is NT$9,574 thousands dollars. In the consolidated financial statement, there was NT$3,981 thousands dollars of gain from the evaluation of financial products, mainly due to the aforementioned gain of the parent company from exchange-rate risk hedging investment, The company's Chinese subsidiaries didn't engage in trading in derivatives.

In the future, the company will still invest in derivates only for hedging risks associated with swing in exchange rates and interest rates and avoid possible loss from speculative trading. In compliance with the "Rules Governing the Procedure for Handling Acquisition and Disposal of Assets", periodically evaluate investment status and report to the management as reference, in addition to adjusting risk-hedging strategy timely, in accordance with the company's business status and market trend.

7.6.4 Future Research & Development Projects and Corresponding Budget

Given protected process for pharmaceutical R&D and its uncertain outcome, ScinoPharm Taiwan, backed by its robust R&D dynamism and technological advantage, as well as high-caliber cGMP production equipment and abundant experience, has invested heavily in R&D annually. In addition to the development of products with high market potential and the establishment of new technological platform, the company has also partnered with peers in the R&D of new pharmaceuticals and new dosage forms, resulting in a synergy effect and helping ScinoPharm Taiwan step into new realm. In the next five years, on the existing base, the company will continue developing new API process for new anti-cancer and CNS (central nervous system) medicines and evaluate the development of new crystal form or new pharmaceutical compound for API for anti-toxin and chronic-disease medicines, according to market potential, difficulty of production technology, and access to technology. Thanks of years of painstaking effort, the company has gradually made major inroads, especially into the realm of the process

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technology for combination pharmaceuticals. Taking advantage of the features of combination pharmaceuticals, the technology offers the transmission function for targeted medicines, thereby boosting its effect while lowering side effect. Meanwhile, along with the gradually increase of new peptide medicines, ScinoPharm Taiwan's peptide medicine technological platform will be able to demonstrate its advantage, facilitating the development of technology-intensive API for peptide medicines.

In addition to continuing focus on anti-cancer API, the company's core business, and retain leading status on the market, ScinoPharm Taiwan has also extended to the R&D for the formula and process for anti-cancer injection medicines, for which it has obtained new-medicine approval via a simplified application procedure in the U.S. and Europe. Another R&D focus is new preparation formula and medicine-administration technology, in the hope of developing niche pharmaceuticals with ScinoPharm's patented technologies.

The company has gradually stepped into the realm of new-pharmaceutical development, building up a store of intellectual properties and assets of clinical experience, in preparation for entry into the new-pharmaceutical market.

ScinoPharm previously budgeted approximately 7% of revenue for product research and development activities. With sales growth, we expect to increase our R&D budget to an estimated 800 million NTD in the next two years in order to enhance our capabilities and expand our range of product offerings.

  • 7.6.5 Effects of and Response to Changes in Policies and Regulations Relating to Corporate Finance and Sales: None

7.6.6 Effects of and Response to Changes in Technology and the Industry Relating to Corporate Finance and Sales

The company's R&D team leads the counterparts of peers in product-development capability. Our R&D, marketing, and planning staffers constantly monitor the development trend of pharmaceuticals and development status of new technologies, as the basis for medium- and long-term development. Since the company develops and produces active pharmaceutical ingredients by its own, in addition to avoidance of infringing existing patents in process development, it actively carries out technological innovation and develops patented processes, to assure the competiveness of its products. The company has developed at least five new products a year, expanding its product lineup. Rapid development of new products has given the company a strong boost in tapping the global market. Presently, the company has been extending its reach from active pharmaceutical ingredients to preparations and new drugs, transforming into an all-round pharmaceutical firm. Due to its leading technological status and firm grip of industrial trend, the company has been able to keep up with the pace of industrial and technological development on the global market. Therefore, changes in technologies and the industry have no bearing on the company's finance.

  • 7.6.7 The Impact of Changes in Corporate Image on Corporate Risk Management, and the Company’s Response Measures

The company has been adhering to the management principle of professionalism, integrity, and stability, having high regard for corporate image and risk management, on top of the setup of corporate website, spokesman, and investor-relationship window for provision of time explanation of key messages, which constitutes a communications

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channel featuring transparency, mutual trust, and rapid response, facilitating the upholding of a good corporate image. Therefore, there has yet to have cases in which major change in corporate image causes corporate crisis management.

7.6.8 Expected Benefits from, Risks Relating to and Response to Merger and Acquisition Plans

As of the date for the publication of the yearbook, the company had no other M&A plan. Should there be any such plan in the future, the company will cautiously evaluate, according to the company's "measures for acquisition and disposal of assets," whether it can bring concrete synergy to the company, so as to uphold the interest of the company and shareholders.

7.6.9 Expected Benefits from, Risks Relating to and Response to Factory Expansion Plans

Due to progress in uperization equipment and technology, requirements of international laws/regulations on the production and quality of injection medicines have become increasingly stringent. As a result, many renowned injection-medicine plants have been forced to suspend their operations, due to inability to meet cGMP requirements on factory design or product quality, leading to short supply for many injection medicines.

In line with the trend and for the purpose of boosting the company's competitiveness in the overall supply chain, the company has built a new injection-medicine plant in Tainan, Taiwan, which will witness the establishment of two production lines in 2017, following obtaining of utilization license at the end of 2015. As a result, in addition to the provision of generic drugs and API for new medicines, the company will extend its service to the provision of injection medicines, removing the headache of customers in finding a reliable contract manufacturer for such drugs. Anticipated benefits, possible risks, and countermeasures of the injection-medicine plant are listed as follows:

  • (1) Benefits

With evolving global regulations on the manufacturing and quality for injectables, ScinoPharm's injection-medicine plant will embrace the glove-box production method, minimizing aseptic-operation space, as well as possible human interference of the aseptic environment, on top of the adoption of disposable materials, to eliminate possible cross contamination from cleansing and repeated usage.

In addition to the two production lines now under construction, another production line has also been planned, which will produce cellular-toxin liquid or frozen dry anti-cancer bottle dosage, taking advantage of the company's advantage in ant-cancer API. It is expected that in addition to self-developed injection dosages of generic drugs, the injection-medicine plant will compete with peers for contract production business. Moreover, combination of API and injection medicine services will give rise to opportunities for various business cooperation models.

  • (2) Risks/Adaptive measures

While expansion to injection-medicine production in the manner of vertical integration will boost the company's competiveness, thanks to the effect of market segmentation, the new injection-medicine plant faces the risk of low capacity utilization rate and idled equipment, should orders fail to meet expectation. As countermeasures, the company will strive to solicit one-stop shopping business, covering API and injection medicines, from customers and offer custom process service, according the features of customers' products, on top of continuing cooperation with generic-drug customers in the U.S. and Europe in tapping the market of self-developed generic drugs to reduce the risk.

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7.6.10 Risks Relating to and Response to Excessive Concentration of Purchasing Sources and Excessive Customer Concentration

The company generated NT$1,447,914 thousands dollars and NT$1,716,484 thousands dollars of revenue, respectively, from Biddle Sawyer Pharma LLC in 2015 and 2016, for shares of 36.61%. and 42.58%. Biddle Sawyer Pharma LLC is the company's sole agent for the North American market, the world's largest generic-drug market, having helped the company sell its active pharmaceutical ingredients of anti-cancer drugs to 60 generic-drug companies in the region. The heavy reliance on Biddle Sawyer Pharma LLD brings a concentration risk, which will impact the company's operation, should the former stop placing orders with the company.

Countermeasures:

  • (1) Maintain long-term strategic alliance with Biddle Sawyer Pharma LLC

  • Based on long-term dealings, the company has formed a strategic alliance with Biddle Sawyer Pharma LLC, which is also one of the company's founding shareholders.

  • (2) Keep close relationship with end customers

  • For a long while, the company has been keeping close contact with end customer generic-drug companies, ruling out the concern of information monopoly by agent or dealers and enabling the company to have a firm grip of status of market demand. Moreover, likelihood for generic-drug companies to substitute other suppliers for the company, in view of the protracted certification process for active pharmaceutical ingredients.

  • (3) Actively developing customers in other regions

Following consolidation of the North American market, the company is extending its business reach to other regions, such as Europe, Asia, and Japan and lowering the share of the North American market.

Consequently, the risk of adverse effect associated with business concentration on Biddle Sawyer Pharma LLC has been alleviated.

7.6.11 Effects of, Risks Relating to and Response to Large Share Transfers or Changes in Shareholdings by Directors, Supervisors, or Shareholders with Shareholdings of over 10%: None

7.6.12 Effects of, Risks Relating to and Response to the Changes in Management Rights There is no change in operating right in the most recent years.

7.6.13 Litigation or Non-litigation Matters:

  • (1) Major ongoing lawsuits, non-lawsuits or administrative lawsuit: None.

  • (2) Major ongoing lawsuits, non-lawsuits or administrative lawsuits caused by directors, supervisors or shareholders with over 10% shareholdings: None.

7.6.14 Other Major Risks: None

7.7 Other Important Matters: None

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VIII.Special Disclosure

8.1 Summary of Affiliated Companies

8.1.1 Consolidated Business Report of Affiliated Companies 8.1.1.1Affliated Companies Chart

==> picture [686 x 340] intentionally omitted <==

----- Start of picture text -----

Dec 31, 2016
ScinoPharm
Taiwan, Ltd.
100% 100%
ScinoPharm
SPT International, Ltd. Singapore
Pte Ltd.
100%
100% 100%
ScinoPharm (Kunshan) ScinoPharm ScinoPharm Shanghai
Biochemical Technology (Changshu) Biochemical Technology,
Co., Ltd. Pharmaceuticals, Ltd. Ltd.
(Note1) (Note2) (Note3)
----- End of picture text -----

Note1: ScinoPharm (Kunshan) Biochemical Technology Co., Ltd. was renamed as SciAnda (Kunshan) Biochemical Technology, Ltd. Note2: ScinoPharm (Changshu) Pharmaceuticals, Ltd. was renamed as SciAnda (Changshu) Pharmaceuticals, Ltd. Note3: ScinoPharm Shanghai Biochemical Technology, Ltd. was renamed as SciAnda Shanghai Biochemical Technology, Ltd.

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8.1.1.2 of Affiliated Companies Information Dec 31, 2016

8.1.1.2 of Affliated Companie s Information Dec 31,2016
Name of Corporation Date of
Establishment
Address Paid-in Capital Major Business Production Items
ScinoPharm Taiwan, Ltd. 1997.11.11 No.1, Nan-Ke 8th Road,
Southern Taiwan Science Park,
Shan-Hua, Tainan, 74144, Taiwan
NT$7,310,828,600 Counseling, consulting, and technological
services for active pharmaceutical
ingredients, injection drugs, preparations,
and other relatedproducts
SPT International, Ltd. 1998.10.22 P.O. Box 957, Offshore
Incorporations Centre, Road
Town, Tortola, British Virgin
Islands.
US$60,524,644 Common investment business
ScinoPharm Singapore Pte Ltd. 1999.11.13 50 Raffles Place
#06- 00 Singapore Land Tower,
Singapore 068808
SG$2 Common investment business
ScinoPharm (Kunshan)
Biochemical Technology Co.,
Ltd.
2001.02.13 No.88 Weiye Road, Business
Incubator For Overseas Chinese
Scholars, Kungshan, Jiangsu,
China.
US$4,000,000 Establish R&D center, develop new drugs,
new process for active pharmaceutical
ingredients, medical pharmaceutical
technology, and provide consulting service
for biotechnical R&D and others; produce
and sell active pharmaceutical ingredients
and intermediates
ScinoPharm (Changshu)
Pharmaceuticals, Ltd.
2009.08.18 No. 16, Dong Zhou Rd.,
Economic Development Zone,
Changshu, Jiangsu, China
US$54,500,000 Production of heterocyclic fluoride and
other fluorine-containing highly active
intermediates and preparations; R&D on
recipe of active pharmaceutical and crafting,
recipe of preparations, and consulting for on
biotech R&D; sale of own products Agency,
sale, and export of active pharmaceutical
ingredients and intermediates and consulting
for biotech R&D
ScinoPharm Shanghai
Biochemical Technology, Ltd.
2011.11.15 Room 209, Block B,
Uni-President Building, NO.568
Tianshan west Road, Changning
District,Shanghai,200335,China
US$1,200,000 Agency, sale, and export of active
pharmaceutical ingredients and
intermediates and consulting for biotech
R&D

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8.1.1.3 Data of Common Shareholders of Treated-as Controlled Companies and Affiliates: None.

8.1.1.4 Business covered by ScinoPharm and its Affiliated Enterprises: Pharmaceutical, biotech service, and equity investment

8.1.1.5 Directors, Supervisors and Presidents of Affiliated Companies Dec 31, 2016

Company Title Name or Representative Shareholding(Note) Shareholding(Note)
Shares (Amount) %
ScinoPharm Taiwan, Ltd. Chairman Kao-Huei Cheng
(Representative of Uni-President Enterprises Corp.)
288,431,384 37.94%
Director Chih-Hsien Lo
(Representative of Uni-President Enterprises Corp.)
288,431,384 37.94%
Director Tsung-Ming Su
(Representative of Uni-President Enterprises Corp.)
288,431,384
37.94%
Director Kun-Shun Tsai
(Representative of Uni-President Enterprises Corp.)
288,431,384
37.94%
Director Tsung-Pin Wu
(Representative of Uni-President Enterprises Corp.)
288,431,384
37.94%
Director Yung-Fa Chen
(Representative of Uni-President Enterprises Corp.)
288,431,384
37.94%
Director Po-Ming Hou
(Representative of Tainan SpinningCo.,Ltd.)
22,698,001 2.99%
Director Po-Wu Gean
(Representative of National Development Fund,
Executive Yuan)
105,325,975 13.85%
Director Ming-Shi Chang
(Representative of National Development Fund,
Executive Yuan)
105,325,975 13.85%
Director Chiou-Ru Shih
(Representative of President International
Development Corp.)
27,570,598 3.63%
Director Shiow-Ling Kao
(Representative of Kao Chyuan Investment Co.,Ltd.)
14,262,244 1.88%
Director Kuo-His Wang
(Representative of Taiwan Sugar Corporation)
31,328,811
4.12%

~187~

Company Title Name or Representative Shareholding(Note) Shareholding(Note)
Shares (Amount) %
Independent Director Ih-Jen Su 0 0%
Independent Director Wei-ChengTian 98,213 0.013%
Independent Director Wei-Te Ho 0 0%
CEO Yung-Fa Chen 6,895 0.001%
SPT International, Ltd. Director Yung-Fa Chen
(Representative of ScinoPharm Taiwan,Ltd.)
60,524,644 100%
Director Kuo-Hsi Cheng
(Representative of ScinoPharm Taiwan,Ltd.)
60,524,644 100%
Director Chih-Hui Lin
(Representative of ScinoPharm Taiwan,Ltd.)
60,524,644 100%
ScinoPharm Singapore Pte Ltd Director Yung-Fa Chen
(Representative of ScinoPharm Taiwan,Ltd.)
2 100%
Director Chih-Hui Lin
(Representative of ScinoPharm Taiwan,Ltd.)
2 100%
Independent Director Krishnaveni D/O Sandanam 0 0%
ScinoPharm (Kunshan)
Biochemical Technology Co.,
Ltd.
Chairman Shou-Cheng Yang
(Representative of SPT International,Ltd.)
US$4,000,000
100%
Director Yung-Fa Chen
(Representative of SPT International,Ltd.)
US$4,000,000
100%
Director Kuo-Hsi Cheng
(Representative of SPT International,Ltd.)
US$4,000,000
100%
Supervisor Chih-Hui Lin
(Representative of SPT International,Ltd.)
US$4,000,000
100%
General Manager Yung-Fa Chen 0
0%
ScinoPharm (Changshu)
Pharmaceuticals, Ltd.
Chairman Shou-Cheng Yang
(Representative of SPT International,Ltd.)
US$54,500,000
100%
Director Yung-Fa Chen
(Representative of SPT International, Ltd.)
US$54,500,000
100%

~188~

Company Title Name or Representative Shareholding(Note) Shareholding(Note)
Shares (Amount) %
Director Kuo-Hsi Cheng
(Representative of SPT International,Ltd.)
US$54,500,000
100%
Director Ching-Wen Lin
(Representative of SPT International,Ltd.)
US$54,500,000
100%
Supervisor Chih-Hui Lin
(Representative of SPT International,Ltd.)
US$54,500,000
100%
Supervisor Chin-Lin Liu
(Representative of SPT International,Ltd.)
US$54,500,000
100%
General Manager Kuo-Hsi Cheng 0
0%
ScinoPharm Shanghai
Biochemical Technology, Ltd.
Chairman Shou-Cheng Yang
(Representative of SPT International,Ltd.)
US$1,200,000
100%
Director Yung-Fa Chen
(Representative of SPT International,Ltd.)
US$1,200,000
100%
Director Kuo-Hsi Cheng
(Representative of SPT International,Ltd.)
US$1,200,000
100%
Director Ching-Wen Lin
(Representative of SPT International,Ltd.)
US$1,200,000
100%
Supervisor Chih-Hui Lin
(Representative of SPT International,Ltd.)
US$1,200,000
100%
General Manager Ching-Wen Lin 0
0%

Note: Shareholding column lists either shares or amounts.

~189~

8.1.1.6 Summarized Operation Results of Affiliated Enterprises Dec.31, 2016; Unit: NT$ thousands

Name of Corporation Paid-in
Capital
Total
Assets
Total
Liabilities
Net Worth Net
Operating
Revenues
Operating
Income
Net
Income
(After Tax)
Earnings Per
Share (NT$)
(After Tax)
ScinoPharm Taiwan,
Ltd.
7,603,262 10,962,274 734,481 10,227,793 3,888,611 1,066,196 658,693 0.87
SPT International, Ltd. 1,833,304 864,231 0 864,231 0 -78 -264,129 -1.44
ScinoPharm Singapore
Pte Ltd
0 120 54 66 393 18 16 7,702
ScinoPharm (Kunshan)
Biochemical
TechnologyCo.,Ltd.
129,000 431,462 1 431,461 9,999 -22,908 -10,227 N/A
ScinoPharm
(Changshu)
Pharmaceuticals,Ltd.
1,757,625 2,358,119 1,949,789 408,330 324,111 -197,396 -253,827 N/A
ScinoPharm Shanghai
Biochemical
Technology,Ltd.
38,700 20,806 795 20,011 13,490 65 84 N/A

Note: Affiliates for foreign companies, information comes from reports and statements compiled by affiliates themselves, related figures are based on the following conversion rates:

(1) Figures in balance sheet are based on the spot exchange rates on Dec. 31, 2016:

RMB:NTD = 1 4.643629 USD:NTD = 1: 32.25

  • (2) Figures in income statement are based on average exchange rates in 2016

RMB:NTD = 1: 4.850003 USD:NTD = 1: 32.238543

~190~

ScinoPharm Taiwan, Ltd.

Statement on Affiliates Report

March 28, 2017

The company's 2016 affiliates report (Jan. 1 through Dec. 31, 2016) was compiled according to "guidelines for compilation of consolidated business report, consolidated financial report, and affiliates report," and its disclosed information has no discrepancy with information contained in the notes of financial statements for the same period.

Company name: ScinoPharm Taiwan, Ltd. Chairman: Cheng Kao-huei March 28, 2017

~191~

==> picture [162 x 69] intentionally omitted <==

ScinoPharm Taiwan, Ltd.

Re-auditing report by Certified Public Accountant on Affiliates Report

No. 16006503

To ScinoPharm Taiwan, Ltd. :

ScinoPharm's 2016 affiliates report was compiled on March 28, 2017 according to "guidelines for compilation of consolidated business report, consolidated financial report, and affiliates report," and its disclosed information has no discrepancy with information contained in the notes of financial statements for the same period.

The certified public account didn't find any major deviation from the aforementioned statement after comparing the affiliates report and notes in ScinoPharm Taiwan's 2016 financial statement.

PricewaterhouseCoopers, Taiwan

Yung-Chih Lin

Independent Accountants

Ming-Hsien Lee

Financial Supervisory Commission R.O.C.(Taiwan) Approval of certifications: Financial –Supervisory –Securities#1050029592 Former Securities Management Committee, the Ministry of Finance

Approval of certifications: No. (78) Taiwan-Finance-Securities-(I)-30934

March 28, 2017

~192~

ScinoPharm Taiwan, Ltd.

1.Status of relationship between affiliated companies and controlling company

The company is subordinated to Uni-President Enterprises Corp., with information on the relationship listed below:

Unit: Share %

Unit: Share% Unit: Share%
Controlling company Controlling reason Shareholding of controlling company and status of mortgage Directors, Supervisors, or Managers
representing the controlling company
Number of shares owned Share of stake Amount of
mortgaged
shares
Title Name
Uni-President Enterprises
Corp.
That company owns,
directly and indirectly,
seven seats on the board
of directors of the
company, directly
controlling the company's
personnel, finance, and
business management.

Uni-President Enterprises
Corp.
288,431,384shares
37.94% Director
Director
Director
Director
Director
Director
Kao-Huei Cheng
Chih-Hsien Lo
Tsung-Ming Su
Kun-Shun Tsai
Tsung-Pin Wu
Yung-Fa Chen
President International
Development Corp. (Note 1)
27,570,598 shares
3.63% 9,000,000
shares

Director
Chiou-Ru Shih
Tong Yu Investment Corp.
(Note 2)
16,279,968 shares
2.14%
Kai Yu Investment Co.
Ltd.(Note 3)
14,195,351shares
1.87%
Kai Nan Investment Co.
Ltd.(Note 3)
13,413,521 shares
1.76%

(Note 1) Uni-President Enterprises Corp. owns 76.70% stake.

(Note 2) President International Development Corp. owns 100% stake (Note 3) Uni-President Enterprises Corp. owns 100% stake.

Chairman Kao-Huei Cheng CEO Yung-Fa Chen Director of Accounting Chih-Hui Lin

~193~

ScinoPharm Taiwan, Ltd.

  1. Dealings between subordinated companies and controlling company:

  2. (1) Procurement and sale: None

  3. (2) Property transaction: None

  4. (3) Financing: None

  5. (4) Lease of assets: None

  6. (5) Other major dealings: None

  7. Provision of endorsement and guarantee between subordinated companies and controlling company: None

Chairman Kao-Huei Cheng CEO Yung-Fa Chen Director of Accounting Chih-Hui Lin

~194~

8.2 Private Placement Securities in the Most Recent Years: None

8.3 The Shares in the Company Held or Disposed of by Subsidiaries in the Most Recent Years: None

8.4 Other Necessary Supplement

8.4.1 Obtaining of related licenses by staffers associated with financial transparency

Dec 31,2016 Dec 31,2016 Dec 31,2016
Name of licenses Number of staffers Total
Financial and
accountingstaffers
Other
ROC certifiedpublic accountant 1 1
staffer of trust business 2 2
wealth managementplanningstaffer 1 1
banking internal-control staffer 2 2
securities business staffer 2 2
senior securities salesperson 2 1 3
Investment trust and consulting salesperson 2 2
life insurance salesperson 2 2
non-life insurance salesperson 1 1
investment-type insuranceproducts salesperson 1 1
bond staffer 1 1
stock affairs staffer 3 3
futures business salesperson 1 1
primarycredit-extension staffer 1 1
primaryforex trader 1 1

8.4.2 The company's key performance index (KPI)

In line with features of the pharmaceutical industry, the company uses the number of registration for DMF (drug master file) as the KPI.

As the number of product registration parallels the number of products developed by a pharmaceutical company, the number of DMF has been used to embody a company's R&D strength. The company aims to apply for four to five DMF registrations in major countries each a year. In 2016, the company applied for 31 DMF registrations worldwide, including five in the U.S. As of April 2017, the company had 759 DMF registrations worldwide.

8.4.3 Criteria and basis for the evaluation of provisions for assets/liabilities evaluation items

  • (1) Policy for provisions for bad debts of accounts receivable

  • Evaluation criteria: Measures for analyzing debt amount and debt length Evaluation basis: Percentages of provisions according to debt length

Customer debts are classified into two kinds:

  • For customers which are leading enterprises of a specific industry with good record of dealings with the company over the past three years and over 5% share in the company's sales, there are no provisions for bad debts.

  • For other customers, bad-debt provisions are appropriated according to the length of overdue debt, as shown in the following:

~195~

Overdue length of debts Percentage ofprovisions
1-~30 days 0.1%
31~60 days 0.2%
61~90 days 0.5%
91~180 days 10%
over 180 days 100%

The accounting unit calculates the amount of bad-debt provisions according to the aforementioned basis and adjusts the value under the item "bad-debt provisions" accordingly.

  • (2) Provisions for loss in inventories from price drop

The company embraces a perpetual inventory system, whose cost is calculated with a weighted average method. The value of inventory at the end of the current term is set according to cost or net realizable value, whichever is lower. The comparison between cost and net realizable value is made item by item. Net realizable value refers to the balance of estimated sales value deducting the cost of input needed for completion of work and marketing expense. Provisions for price drop must be made and listed as current business cost, should cost exceed net realizable value. Should net realizable value rise again, the increase can be used for offsetting the loss, within the scope of evaluated balance of loans and listed as a reduction item for current business cost.

In evaluating the price-drop loss in inventory, products in the same category are evaluated together

8.4.4. Evaluation of financial products

The company uses the following method and assumption in evaluating the fair value of financial products:

  • (1) In the short term, due to little different in discounting value, paper value is used in gauging fair value. The me`thod applies to cash, cash equivalent, accounts receivable, other accounts receivable, other financial assets-liquidity, notes payable and debt, expense payable, other expenses payable, and rentals payable-liquidity.

  • (2) Other financial assets--Discounting value based on expected cash flow is used in evaluating the fair value of noncurrent and refundable deposits. The discount rate is equivalent to the fixed interest rate for one-year time deposits at the end of the current term at Chunghwa Post.

  • (3) Discounting value based on expected cash flow is used in gauging the fair value of refundable deposits. The discount rate is based on the interest rates available for the company for securing loans with similar conditions.

  • (4) The evaluation of the fair value of derivatives is based on expected amount which the company can obtain or must pay, should it terminate the contract on the date of the financial statement, ahead of due date. It generally contains unrealized benefit for the settlement of contract at the end of the current term.

  • (5) The company's forward-forex contracts are based on quotes for spot or forward-forex rates shown on the webpage of Bank of Taiwan. Therefore, the unrealized benefit/loss of a specific forward-forex contract is calculated according to forward-forex rate on the due date of the contract.

8.5 Other Supplementary Disclosure

If any of the situations listed in Article 36, paragraph 3, subparagraph 2 of the Securities and Exchange Act, which might materially affect shareholders' equity or the price of the company's securities, has occurred during the most recent fiscal year or during the current fiscal year up to the date of printing of the annual report, such situations shall be listed None.

~196~

Appendix A

SCINOPHARM TAIWAN, LTD.

Declaration of Consolidated Financial Statement of Affiliated Enterprises

For the year ended December 31, 2016, pursuant to “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises,” the entities that are required to be included in the consolidated financial statements of affiliates, are the same as the entities required to be included in the consolidated financial statements under International Financial Reporting Standards 10. In addition, information required to be disclosed in the consolidated financial statements of affiliates is included in the aforementioned consolidated financial statements. Accordingly, it is not required to prepare a separate set of consolidated financial statements of affiliates.

Hereby declare,

SCINOPHARM TAIWAN, LTD. March 28, 2017

~A-1~

REPORT OF INDEPENDENT ACCOUNTANTS TRANSLATED FROM CHINESE

To the Board of Directors and Stockholders of ScinoPharm Taiwan, Ltd.

Opinion

We have audited the accompanying consolidated balance sheets of ScinoPharm Taiwan, Ltd. and subsidiaries (the “Group”) as at December 31, 2016 and 2015, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2016 and 2015, 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 Standard, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.

Basis for opinion

We conducted our audits in accordance with the “Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants” and generally accepted auditing standards in the Republic of China (ROC GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Code of Professional Ethics for Certified Public Accountants in the Republic of China (the “Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Group’s consolidated financial statements of 2016. 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.

Cutoff of export revenue

Description

Please refer to Note 4(28) to the consolidated financial statements for accounting policy on revenue recognition.

~A-2~

The Group’s sales revenue mainly arose from manufacture and sale of generic drugs and primarily are export sales. The Group recognizes export sales revenue based on the terms and conditions of transactions which vary with different customers. For sales transactions in a certain period around balance sheet date, it is essential to ensure whether the significant risks and rewards of ownership have been transferred to the customers. As revenue recognition of export sales is subject to management’s judgement on whether risks and rewards has been properly transferred, and contains the risk of inappropriate recognition timing, we consider the cutoff of export revenue a key audit matter.

How our audit addressed the matter

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

  1. We obtained understanding and assessed the effectiveness of internal controls over cutoff of sales revenue, and tested the effectiveness of internal controls on shipment and billing.

  2. We checked the completeness and performed cutoff tests on a random basis on the export sales details in a certain period around balance sheet date, which includes checking the terms and conditions of transaction, verifying against supporting documents, and checking whether inventory changes records and sales cost had been recognized in the proper period.

Inventory valuation

Description

Please refer to Note 4(11) for accounting policies on inventory valuation, Note 5(2) for the uncertainty of accounting estimates and assumptions applied on inventory valuation, and Note 6(3) for detailed items of inventories. As of December 31, 2016, the balances of inventory and allowance for inventory valuation losses were $ 2,330,847 thousand and $ 501,137 thousand, respectively.

The Group is primarily engaged in antineoplastic drug and advanced generic drugs. As the manufacturing process is long and complex, causing longer materials lead time, in addition, the waiting period for product registration is long, and customers’ product launch time might be deferred, there is higher risk of incurring loss on inventory valuation. For inventories sold in regular way, the Group measures inventories at the lower of cost and net realisable value. For inventories age over a certain period of time and are individually identified as obsolete inventories, the net realisable value is calculated based on the historical information of inventory turn-over. Since the calculation of net realisable value involves subjective judgement and uncertainty and the ending balance of inventory was material to the financial statements, we consider the valuation of inventory a key audit matter.

~A-3~

How our audit addressed the matter

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

  1. We assessed the reasonableness of provision policies and procedures on allowance for inventory valuation losses, including the historical data of inventory turn-over and judgement of obsolete inventory.

  2. We checked the accuracy of inventory aging report, and recalculated the reasonableness of allowance for inventory valuation losses to ensure the report is consistent with the Group’s policies.

  3. We selected inventory part numbers on a random basis and verified its net realizable value to evaluate the reasonableness of allowance for inventory valuation losses.

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, 2016 and 2015.

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

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and the International Financial Reporting Standard, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

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

Those charged with governance, including audit committee, are responsible for overseeing the Group’s financial reporting process.

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

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ROC GAAS will always detect a material misstatement when

~A-4~

it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with ROC GAAS, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

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

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

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

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.

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

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

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

~A-5~

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

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

Lin, Yung-Chih

Independent Accountants

Lee, Ming-Hsien

PricewaterhouseCoopers, Taiwan

Republic of China March 28, 2017


The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

~A-6~

SCINOPHARM TAIWAN, LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

(Expressed in thousands of New Taiwan dollars)

Assets Notes
6(1)
6(2)
5(2) and 6(3)
6(4)(17)(26)
6(5)(7)(26) and 7
5(2) and 6(24)
6(5)(26)
8
6(6)
December 31, 2016
AMOUNT
%
$ 3,707,151
29
638,405
5
197,897
2
1,829,710
14
212,212
2
-
-
6,585,375
52
364,089
3
5,208,898
41
24,078
-
414,414
3
65,466
-
9,739
-
28,831
-
82,110
1
6,197,625
48
$ 12,783,000
100
December 31, 2015 December 31, 2015
AMOUNT
$ 3,707,151
638,405
197,897
1,829,710
212,212
-
6,585,375
364,089
5,208,898
24,078
414,414
65,466
9,739
28,831
82,110
6,197,625
$ 12,783,000
AMOUNT
$ 2,335,697
867,231
207,955
2,169,208
168,603
284,216
6,032,910
338,907
5,170,714
22,918
372,644
157,961
10,448
24,734
90,359
6,188,685
$ 12,221,595
%
Current assets
1100
Cash and cash equivalents
1170
Accounts receivable, net
1200
Other receivables
130X
Inventory
1410
Prepayments
1476
Other financial assets - current
11XX
Total current assets
Non-current assets
1543
Financial assets measured at cost-
non-current
1600
Property, plant and equipment
1780
Intangible assets
1840
Deferred income tax assets
1915
Prepayments for equipment
1920
Guarantee deposits paid
1980
Other financial assets - non-
current
1985
Long-term prepaid rent
15XX
Total non-current assets
1XXX
Total assets
19
7
2
18
1
2
49
3
43
-
3
1
-
-
1
51
100

(Continued)

~A-7~

SCINOPHARM TAIWAN, LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity December 31, 2016
Notes
AMOUNT
%
6(8)
$ 982,705
8
6(9)
2,822
-
1,001
-
69,730
1
6(10)(26) and 7
430,020
3
6(24)
110,911
1
62,384
-
6(11) and 9
32,120
-
1,691,693
13
6(11) and 9
770,873
6
6(24)
877
-
6(12)
70,053
1
21,711
-
863,514
7
2,555,207
20
6(13)(16)
7,603,262
59
6(14)(15)
1,275,660
10
6(13)(16)(24)
460,196
4
22,829
-
869,300
7
6(17)
(
3,454)
-
10,227,793
80
9
$ 12,783,000
100
December 31, 2015 December 31, 2015
AMOUNT
$ 1,702,306
145
995
91,060
336,932
100,009
43,536
-
2,274,983
-
3,368
62,854
23,397
89,619
2,364,602
7,310,829
1,265,544
396,699
22,829
791,997
69,095
9,856,993
$ 12,221,595
%
Current liabilities
2100
Short-term borrowings
2120
Financial liabilities at fair value
through profit or loss - current
2150
Notes payable
2170
Accounts payable
2200
Other payables
2230
Current income tax liabilities
2310
Advance receipts
2320
Long-term liabilities, current
portion
21XX
Total current liabilities
Non-current liabilities
2540
Long-term borrowings
2570
Deferred income tax liabilities
2640
Net defined benefit liabilities -
non-current
2645
Guarantee deposits received
25XX
Total non-current liabilities
2XXX
Total liabilities
Equity attributable to owners of
the parent
Share capital
3110
Share capital - common stock
3200
Capital surplus
Retained earnings
3310
Legal reserve
3320
Special reserve
3350
Undistributed earnings
3400
Other equity interest
3XXX
Total equity
Significant contingent liabilities
and unrecognized contract
commitments
3X2X
Total liabilities and equity
14
-
-
-
3
1
-
-
18
-
-
1
-
1
19
60
10
3
-
7
1
81
100

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

~A-8~

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

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

Items YearendedDecember31
2016
2015
Notes
AMOUNT
%
AMOUNT
%
6(18)
$ 4,030,921
100
$ 3,955,207
100
6(3)(12)(22)(23) and
9
(
2,224,960) (
55) (
2,278,553) (
58)
1,805,961
45
1,676,654
42
6(2)(6)(12)(22)(23), 7
and 9
(
169,971) (
4) (
157,036) (
4)
(
488,139) (
12) (
445,701) (
11)
(
279,575) (
7) (
324,214) (
8)
(
937,685) (
23) (
926,951) (
23)
868,276
22
749,703
19
6(2)(19)
40,705
1
47,751
1
6(4)(5)(7)(9)(20) and
12
(
62,265) (
1)
13,694
-
6(5)(21)(26)
(
36,116) (
1) (
9,018)
-
-
-
754
-
(
57,676) (
1)
53,181
1
810,600
21
802,884
20
6(24)
(
151,907) (
4) (
167,919) (
4)
$ 658,693
17
$ 634,965
16
6(12)
($ 7,393)
-
$ 6,821
-
6(24)
1,258
-
(
1,160)
-
6(17)
(
72,549) (
2) (
31,579) (
1)
($ 78,684) (
2) ($ 25,918) (
1)
$ 580,009
15
$ 609,047
15
$ 658,693
17
$ 634,965
16
$ 580,009
15
$ 609,047
15
6(25)
$ 0.87
$ 0.84
6(25)
$ 0.86
$ 0.83
4000
Operating revenue
5000
Operating costs
5900
Net operating margin
Operating expenses
6100
Selling expenses
6200
General and administrative expenses
6300
Research and development expenses
6000
Total operating expenses
6900
Operating profit
Non-operating income and expenses
7010
Other income
7020
Other gains and losses
7050
Finance costs
7060
Share of profit of associates and joint
ventures accounted for under equity
method
7000
Total non-operating income and
expenses
7900
Profit before income tax
7950
Income tax expense
8200
Profit for the year
Other comprehensive income (loss)
Components of other comprehensive
income (loss) that will not be
reclassified to profit or loss
8311
Other comprehensive income, before
tax, actuarial gains
8349
Income tax related to components of
other comprehensive income that
will not be reclassified to profit or
loss
Components of other comprehensive
income that will be reclassified to
profit or loss
8361
Other comprehensive income, before
tax, exchange differences on
translation
8300
Other comprehensive loss for the
year
8500
Total comprehensive income for the
year
Profit attributable to:
8610
Owners of the parent
Comprehensive income attributable
to:
8710
Owners of the parent
Earnings per share (in dollars)
9750
Basic
9850
Diluted

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

~A-9~

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

(Expressed in thousands of New Taiwan dollars)

For the year ended December 31, 2015
Balance at January 1, 2015
Distribution of 2014 net income:
Legal reserve
Cash dividends
Stock dividends
Employee stock option compensation cost
Net income for the year ended December 31, 2015
Other comprehensive loss for the year ended
December 31, 2015
Balance at December 31, 2015
For the year ended December 31, 2016
Balance at January 1, 2016
Distribution of 2015 net income:
Legal reserve
Cash dividends
Stock dividends
Employee stock option compensation cost
Net income for the year ended December 31, 2016
Other comprehensive loss for the year ended
December 31, 2016
Balance at December 31, 2016
Notes Equity attributable to owners ofthe parent Equity attributable to owners ofthe parent Equity attributable to owners ofthe parent Equity attributable to owners ofthe parent Equity attributable to owners ofthe parent Equity attributable to owners ofthe parent Totalequity
Share capital -
commonstock
Capital
reserves
RetainedEarnings Other Equity
Legal reserve Special reserve Undistributed
earnings
Financial
statements
translation
differences of
foreign
operations
6(16)
6(13)(16)
6(14)(15)
6(16)
6(13)(16)
6(14)(15)
$ 7,029,643
-
-
281,186
-
-
-
$ 7,310,829
$ 7,310,829
-
-
292,433
-
-
-
$ 7,603,262
$ 1,257,277
-
-
-
8,267
-
-
$ 1,265,544
$ 1,265,544
-
-
-
10,116
-
-
$ 1,275,660
$ 348,285
48,414
-
-
-
-
-
$ 396,699
$ 396,699
63,497
-
-
-
-
-
$ 460,196
$ 22,829
-
-
-
-
-
-
$ 22,829
$ 22,829
-
-
-
-
-
-
$ 22,829
$ 621,563
(
48,414)
(
140,592)
(
281,186)
-
634,965
5,661
$ 791,997
$ 791,997
(
63,497)
(
219,325)
(
292,433)
-
658,693
(
6,135)
$ 869,300
$ 100,674
-
-
-
-
-
(
31,579)
$ 69,095
$ 69,095
-
-
-
-
-
(
72,549)
($ 3,454)
$ 9,380,271
-
(
140,592)
-
8,267
634,965
(
25,918)
$ 9,856,993
$ 9,856,993
-
(
219,325)
-
10,116
658,693
(
78,684)
$10,227,793

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

~A-10~

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

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax
Adjustments
Adjustments to reconcile profit (loss)
Provision/(reversal) for doubtful accounts
Loss on inventory market price decline
Provision for obsolescence of supplies
Share of profit of associates and joint ventures
accounted for under the equity method
Gain on disposal of investments accounted for under
the equity method
Depreciation
Loss on disposal of property, plant and equipment
Impairment loss (gain on reversal)
Amortization
Amortization of long-term prepaid rent
Loss (gain) on valuation of financial liabilities
Employee stock option compensation cost
Interest income
Interest expense
Changes in operating assets and liabilities
Changes in operating assets
Notes receivable
Accounts receivable
Other receivables
Inventories
Prepayments
Changes in operating liabilities
Notes payable
Accounts payable
Other payables
Advance receipts
Net defined benefit liabilities - non-current
Cash inflow generated from operations
Interest received
Interest paid
Income tax paid
Net cash flows from operating activities
Notes
Forthe years endedDecember31,
2016
2015
$ 810,600
$ 802,884
6(2)
596
(
43 )
6(3)
110,571
68,569
11,167
7,531
-
(
754 )
6(4)(20)
-
(
95,381 )
6(5)(22)
435,391
471,133
6(20)
626
843
6(5)(7)(20)
889
(
4,193 )
6(22)
9,450
11,386
6(6)
1,977
2,051
2,677
(
3,524 )
6(14)(15)
10,116
8,267
6(19)
(
27,844 ) (
30,689 )
6(21)
36,116
9,018
-
27
228,232
(
344,198 )
10,058
(
8,631 )
234,501
211,519
(
54,776 ) (
26,074 )
6
(
158 )
(
21,330 )
37,247
34,117
2,750
18,848
5,580
(
194)
971
1,851,794
1,126,131
27,844
30,539
(
21,337 ) (
9,018 )
(
193,277) (
103,122)
1,665,024
1,044,530

(Continued)

~A-11~

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

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
Decrease (increase) in other financial assets - current
Increase in financial assets measured at cost - non-current
Cash paid for acquisition of property, plant and equipment
Interest paid for acquisition of property, plant and
equipment
Proceeds from disposal of property, plant and equipment
Acquisition of intangible assets
Increase in prepayments for equipment
Decrease in pledged deposits
Increase in other financial assets - non-current
Net cash flows used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
(Decrease) increase in short-term borrowings
Increase in long-term borrowings
(Decrease) increase in guarantee deposits received
Payment of cash dividends
Net cash flows (used in) from financing activities
Effect of foreign exchange rate changes on cash and cash
equivalents
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Notes
Forthe years endedDecember31,
2016
2015
$ 284,216
($ 284,216 )
(
25,182 )
-
6(26)
(
395,633 ) (
631,840 )
6(5)(21)(26)
(
22,847 ) (
14,989 )
555
451
(
11,416 ) (
11,020 )
(
28,623 ) (
9,729 )
709
7,171
(
4,097 )
-
(
202,318 ) (
944,172 )
(
719,601 )
424,830
802,993
-
(
1,686 )
21,741
6(16)
(
219,325 ) (
140,592 )
(
137,619 )
305,979
46,367
1,757
1,371,454
408,094
6(1)
2,335,697
1,927,603
6(1)
$ 3,707,151
$ 2,335,697

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

~A-12~

SCINOPHARM TAIWAN, LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015

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

1. HISTORY AND ORGANIZATION

  • (1) ScinoPharm Taiwan, Ltd. (the Company) was incorporated as a company limited by shares under the provisions of the Company Act of the Republic of China (R.O.C.) on November 11, 1997. The Company and its subsidiaries (collectively referred herein as the “Group”) are primarily engaged in the manufacture of western medicines and other chemical materials, biological technology services, intellectual property rights, international trade and research, development and manufacture of Active Pharmaceutical Ingredients (“API”), albumin medicines, oligonucleotide medicines, peptide medicines, injections and new small molecule drugs, as well as the provision of related consulting and technical services. The Company’s investment plan for the manufacturing of API was approved by the Industrial Development Bureau of MOEA on May 13, 1998 and complies with the standards of important technical industry application.

  • (2) The common shares of the Company have been listed on the Taiwan Stock Exchange since September 2011.

  • (3) Uni-President Enterprises Corp., the Company’s ultimate parent company, holds 37.94% equity interest in the Company.

2. THE DATE OF AUTHORIZATION FOR ISSUANCE OF THE CONSOLIDATED FINANCIAL

STATEMENTS AND PROCEDURES FOR AUTHORIZATION

These consolidated financial statements were authorized for issuance by the Board of Directors on March 28, 2017.

  1. APPLICATION OF NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS

  2. (1) Effect of the adoption of new issuances of or amendments to International Financial Reporting Standards (“IFRSs”) as endorsed by the Financial Supervisory Commission (“FSC”) None.

  3. (2) Effect of new issuances of or amendments to IFRSs as endorsed by the FSC but not yet adopted by the Group

    • (1) New standards, interpretations and amendments as endorsed by the FSC effective from 2017 are as follows:

~A-13~

New Standards,Interpretations and Amendments Effective date by
International Accounting
Standards Board
Recoverable amount disclosures for non-financial assets (amendments
to IAS 36)
Novation of derivatives and continuation of hedge accounting
(amendments to IAS 39)
IFRIC 21, ‘Levies’
Defined benefit plans: employee contributions (amendments to IAS
19R)
Improvements to IFRSs 2010-2012
Improvements to IFRSs 2011-2013
Investment entities: applying the consolidation exception (amendments
to IFRS 10, IFRS 12 and IAS 28)
Accounting for acquisition of interests in joint operations
(amendments to IFRS 11)
IFRS 14, ‘Regulatory deferral accounts’
Disclosure initiative (amendments to IAS 1)
Clarification of acceptable methods of depreciation and amortisation
(amendments to IAS 16 and IAS 38)
Agriculture: bearer plants (amendments to IAS 16 and IAS 41)
Equity method in separate financial statements (amendments to IAS 27)
Improvements to IFRSs 2012-2014
January 1, 2014
January 1, 2014
January 1, 2014
July 1, 2014
July 1, 2014
July 1, 2014
January 1, 2016
January 1, 2016
January 1, 2016
January 1, 2016
January 1, 2016
January 1, 2016
January 1, 2016
January 1, 2016

Except for the following, the above standards and interpretations have no significant impact to the Group’s financial condition and financial performance based on the Group’s assessment.

A. Amendments to IAS 36, ‘Recoverable amount disclosures for non-financial assets’

The amendments remove the requirement to disclose recoverable amount when a cash generating unit (CGU) contains goodwill or indefinite lived intangible assets but there has been no impairment. When a material impairment loss has been recognised or reversed for an individual asset, including goodwill, or a CGU, it is required to disclose the recoverable amount of the asset or CGU. If the recoverable amount is fair value less costs of disposal, it is required to disclose the level of the fair value hierarchy, the valuation techniques used and key assumptions.

  • B. Annual improvements to IFRSs 2010-2012 cycle

IFRS 8, ‘Operating segments’

The standard is amended to require disclosure of judgments made by management in aggregating operating segments. This amendment also clarifies that a reconciliation of the total of the reportable segments’ assets to the entity’s assets is required only when segment asset is provided to chief operating decision maker regularly.

~A-14~

C. Amendments to IAS 1, ‘Disclosure initiative’

This amendment clarifies the presentation of materiality, aggregation and subtotals, the framework of financial report, and the guide for accounting disclosure.

(3) IFRSs issued by IASB but not yet endorsed by the FSC

New standards, interpretations and amendments issued by IASB but not yet included in the IFRSs as endorsed by the FSC effective from 2017 are as follows:

endorsed by the FSC effective from 2017 are as follows:
New Standards,Interpretations and Amendments Effective date by
International Accounting
Standards Board
Disclosure initiative (amendments to IAS 7)
Recognition of deferred tax assets for unrealised losses (amendments to
IAS 12)
Annual improvements to IFRSs 2014-2016 cycle - Amendments to
IFRS 12, ‘Disclosure of interests in other entities’
Classification and measurement of share-based payment transactions
(amendments to IFRS 2)
Applying IFRS 9, ‘Financial instruments’ with IFRS 4, ‘Insurance
contracts’ (amendments to IFRS 4)
IFRS 9, ‘Financial instruments’
IFRS 15, ‘Revenue from contracts with customers’
Clarifications to IFRS 15, ‘Revenue from contracts with customers’
Transfers of investment property (amendments to IAS 40)
FRIC 22, ‘Foreign currency transactions and advance consideration’
Annual improvements to IFRSs 2014-2016 cycle- Amendments to
IFRS 1, ‘First-time adoption of International Financial Reporting
Standards’
Annual improvements to IFRSs 2014-2016 cycle - Amendments to
IAS 28, ‘Investments in associates and joint ventures’
IFRS 16, ‘Leases’
Sale or contribution of assets between an investor and its associate or
joint venture (amendments to IFRS 10 and IAS 28)
January 1, 2017
January 1, 2017
January 1, 2017
January 1, 2018
January 1, 2018
January 1, 2018
January 1, 2018
January 1, 2018
January 1, 2018
January 1, 2018
January 1, 2018
January 1, 2018
January 1, 2019
To be determined by
International Accounting
Standards Board

Except for the following, the above standards and interpretations have no significant impact to the Group’s financial condition and financial performance based on the Group’s assessment. A. Amendments to IAS 7, ‘Disclosure initiative’

This amendment requires that an entity shall provide more disclosures related to changes in liabilities arising from financing activities, including both changes arising from cash flows and non-cash changes.

~A-15~

  • B. IFRS 9, ‘Financial instruments’

  • Classification of debt instruments is driven by the entity’s business model and the contractual cash flow characteristics of the financial assets, which would be classified as financial asset at fair value through profit or loss, financial asset measured at fair value through other comprehensive income or financial asset measured at amortised cost. Equity instruments would be classified as financial asset at fair value through profit or loss, unless an entity makes an irrevocable election at inception to present in other comprehensive income subsequent changes in the fair value of an investment in an equity instrument that is not held for trading.

  • C IFRS 16, ‘Leases’

  • IFRS 16, ‘Leases’, replaces IAS 17, ‘Leases’ and related interpretations and SICs. The standard requires lessees to recognise a 'right-of-use asset' and a lease liability (except for those leases with terms of 12 months or less and leases of low-value assets). The accounting stays the same for lessors, which is to classify their leases as either finance leases or operating leases and account for those two types of leases differently. IFRS 16 only requires enhanced disclosures to be provided by lessors.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.

  • (1) Compliance statement

The consolidated financial statements of the Group have been prepared in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers”, International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the FSC (collectively referred herein as the “IFRSs”).

  • (2) Basis of preparation

  • A. Except for the following items, these consolidated financial statements have been prepared under the historical cost convention:

    • (a) Financial assets and financial liabilities (including derivative instruments) at fair value through profit or loss.

    • (b) Defined benefit liabilities recognized based on the net amount of pension fund assets less present value of defined benefit obligation.

  • B. The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 5.

~A-16~

(3) Basis of consolidation

  • A. Basis for preparation of consolidated financial statements:

  • (a) All subsidiaries are included in the Group’s consolidated financial statements. Subsidiaries are all entities (including structured entities) controlled by the Group. The Group controls an entity when the Group is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Consolidation of subsidiaries begins from the date the Group obtains control of the subsidiaries and ceases when the Group loses control of the subsidiaries.

  • (b) Inter-company transactions, balances and unrealized gains or losses on transactions between companies within the Group are eliminated. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Group.

  • (c) Profit or loss and each component of other comprehensive income are attributed to the owners of the parent and to the non-controlling interests. Total comprehensive income is attributed to the owners of the parent and to the non-controlling interests even if this results in the noncontrolling interests having a deficit balance.

  • (d) Changes in a parent’s ownership interest in a subsidiary that do not result in the parent losing control of the subsidiary (transactions with non-controlling interests) are accounted for as equity transactions, i.e. transactions with owners in their capacity as owners. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity.

  • (e) When the Group loses control of a subsidiary, the Group remeasures any investment retained in the former subsidiary at its fair value. That fair value is regarded as the fair value on initial recognition of a financial asset or the cost on initial recognition of the associate or joint venture. Any difference between fair value and carrying amount is recognized in profit or loss. All amounts previously recognized in other comprehensive income in relation to the subsidiary are reclassified to profit or loss on the same basis as would be required if the related assets or liabilities were disposed of. That is, when the Group loses control of a subsidiary, all gains or losses previously recognized in other comprehensive income in relation to the subsidiary should be reclassified from equity to profit or loss, if such gains or losses would be reclassified to profit or loss when the related assets or liabilities are disposed of.

~A-17~

B. Subsidiaries included in the consolidated financial statements:

Name of Investors Name of Subsidiaries Business

activities
Professional
investment
Professional
investment
Research,
development
and manufacture of
API and new drug,
etc.
Research,
development
and manufacture of
API and new drug,
sale produced
products, etc.
Import, export and
sales of API and
intermediates, etc.
December 31, December 31,
2016
2015
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
Percentage owned by the
Company
Note
ScinoPharm
Taiwan, Ltd.
ScinoPharm
Taiwan, Ltd.
SPT
International,
Ltd.
SPT
International,
Ltd.
SPT
International,
Ltd.
SPT International,
Ltd.
ScinoPharm
Singapore
Pte Ltd.
ScinoPharm
(Kunshan)
Biochemical
Technology
Co., Ltd.
ScinoPharm
(Changshu)
Pharmaceuticals,
Ltd.
ScinoPharm
(Shanghai)
Biochemical
Technology, Ltd.




  • C. Subsidiaries not included in the consolidated financial statements: None.

  • D. Adjustments for subsidiaries with different balance sheet dates: None.

  • E. Significant restrictions: None.

  • F. Subsidiaries that have non-controlling interests that are material to the Group: None.

(4) Foreign currency translation

Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The consolidated financial statements are presented in NTD, which is the Company’s functional and the Group’s presentation currency.

  • A. Foreign currency transactions and balances

  • (a) Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions are recognized in profit or loss in the period in which they arise.

~A-18~

  • (b) Monetary assets and liabilities denominated in foreign currencies at the period end are retranslated at the exchange rates prevailing at the balance sheet date. Exchange differences arising upon re-translation at the balance sheet date are recognized in profit or loss.

  • (c) Non-monetary assets and liabilities denominated in foreign currencies held at fair value through profit or loss are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognized in profit or loss. Non-monetary assets and liabilities denominated in foreign currencies held at fair value through other comprehensive income are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognized in other comprehensive income. However, nonmonetary assets and liabilities denominated in foreign currencies that are not measured at fair value are translated using the historical exchange rates at the dates of the initial transactions.

  • (d) All other foreign exchange gains and losses based on the nature of those transactions are presented in the statement of comprehensive income within “other gains and losses”.

  • B. Translation of foreign operations

  • (a) The operating results and financial position of all the group entities, associates and joint arrangements that have a functional currency different from the presentation currency are translated into the presentation currency as follows: i. Assets and liabilities for each balance sheet presented are translated at the closing exchange rate at the date of that balance sheet;

    • ii. Income and expenses for each statement of comprehensive income are translated at average exchange rates of that period; and

    • iii. All resulting exchange differences are recognized in other comprehensive income.

  • (b) When a foreign operation as an associate or joint arrangement is partially disposed of or sold, exchange differences that were recorded in other comprehensive income are proportionately reclassified to profit or loss as part of the gain or loss on sale. In addition, if the Group retains partial interest in the former foreign associate or joint arrangements after losing significant influence over the former foreign associate, or losing joint control of the former joint arrangements, such transactions should be accounted for as disposal of all interest in these foreign operations.

  • (c) When the foreign operation partially disposed of or sold is a subsidiary, cumulative exchange differences that were recorded in other comprehensive income are proportionately transferred to the non-controlling interest in this foreign operation. In addition, if the Group retains partial interest in the former foreign subsidiary after losing control of the former foreign subsidiary, such transactions should be accounted for as disposal of all interest in the foreign operation.

~A-19~

(5) Classification of current and non-current items

  • A. Assets that meet one of the following criteria are classified as current assets; otherwise they are classified as non-current assets:

  • (a) Assets arising from operating activities that are expected to be realized, or are intended to be sold or consumed within the normal operating cycle;

  • (b)Assets held mainly for trading purposes;

  • (c) Assets that are expected to be realized within twelve months from the balance sheet date;

  • (d)Cash and cash equivalents, excluding restricted cash and cash equivalents and those that are to be exchanged or used to pay off liabilities more than twelve months after the balance sheet date.

  • B. Liabilities that meet one of the following criteria are classified as current liabilities; otherwise they are classified as non-current liabilities:

  • (a) Liabilities that are expected to be paid off within the normal operating cycle;

  • (b) Liabilities arising mainly from trading activities;

  • (c) Liabilities that are to be paid off within twelve months from the balance sheet date;

  • (d) Liabilities for which the repayment date cannot be extended unconditionally to more than twelve months after the balance sheet date. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

(6) Cash equivalents

  • A. Cash equivalents refer to short-term highly liquid investments that are readily convertible to known amount of cash and subject to an insignificant risk of changes in value.

  • B. Time deposits and bills under repurchase agreements that meet the above criteria and are held for the purpose of meeting short-term cash commitment in operations are classified as cash equivalents.

(7) Receivables

Accounts receivable are receivables originated by the entity. They are created by the entity by selling goods or providing services to customers in the ordinary course of business. Accounts receivable are initially recognized at fair value and subsequently measured at amortized cost using the effective interest method, less provision for impairment. However, short-term accounts receivable that bear no interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.

(8) Available-for-sale financial assets

  • A. Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified in any of the other categories.

  • B. On a regular way purchase or sale basis, available-for-sale financial assets are recognized and derecognized using trade date accounting.

~A-20~

  • C. Available-for-sale financial assets are initially recognized at fair value plus transaction costs. These financial assets are subsequently remeasured and stated at fair value, and any changes in the fair value of these financial assets are recognized in other comprehensive income. Investments in equity instruments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured or derivatives that are linked to and must be settled by delivery of such unquoted equity instruments are presented in ‘financial assets measured at cost’.

  • (9) Impairment of financial assets

  • A.The Group assesses at each balance sheet date whether there is objective evidence that a financial asset or a group of financial assets is impaired as a result of one or more events that occurred after the initial recognition of the asset (a ‘loss event’) and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated.

  • B.The criteria that the Group uses to determine whether there is objective evidence of an impairment loss is as follows:

    • (a) Significant financial difficulty of the issuer or debtor;

    • (b) The disappearance of an active market for that financial asset because of financial difficulties;

    • (c) Observable data indicating that there is a measurable decrease in the estimated future cash flows from a group of financial assets since the initial recognition of those assets, although the decrease cannot yet be identified with the individual financial asset in the group, including adverse changes in the payment status of borrowers in the group or national or local economic conditions that correlate with defaults on the assets in the group;

    • (d) Information about significant changes with an adverse effect that have taken place in the technology, market, economic or legal environment in which the issuer operates, and indicates that the cost of the investment in the equity instrument may not be recovered; or

    • (e) A significant or prolonged decline in the fair value of an investment in an equity instrument below its cost.

  • C.When the Group assesses that there has been objective evidence of impairment and an impairment loss has occurred, accounting for impairment is made as follows according to the category of financial assets:

    • (a) Financial assets measured at cost

      • The amount of the impairment loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at current market return rate of similar financial asset, and is recognized in profit or loss. Impairment loss recognized for this category shall not be reversed subsequently. Impairment loss is recognized by adjusting the carrying amount of the asset through the use of an impairment allowance account.

~A-21~

(b) Financial assets measured at amortized cost

The amount of the impairment loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the financial asset’s original effective interest rate, and is recognized in profit or loss. If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment loss was recognized, the previously recognized impairment loss is reversed through profit or loss to the extent that the carrying amount of the asset does not exceed its amortized cost that would have been at the date of reversal had the impairment loss not been recognized previously. Impairment loss is recognized and reversed by adjusting the carrying amount of the asset through the use of an impairment allowance account.

(10) Derecognition of financial assets

  • The Group derecognises a financial asset when the contractual rights to cash flows from the financial asset expire.

  • (11) Inventories

Inventories are stated at the lower of cost and net realizable value. The standard cost method is applied, and cost is determined using the weighted-average cost method. The cost of finished goods and work in process comprises raw materials, direct labor, other direct costs and related production overheads (allocated based on normal operating capacity). It excludes borrowing costs. The item by item approach is used in applying the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated cost of completion and applicable variable selling expenses.

(12) Investments accounted for under the equity method / associates

  • A. Associates are all entities over which the Group has significant influence but not control. In general, it is presumed that the investor has significant influence, if an investor holds, directly or indirectly 20 percent or more of the voting power of the investee. Investments in associates are accounted for using the equity method and are initially recognized at cost.

  • B. The Group’s share of its associates’ post-acquisition profits or losses is recognized in profit or loss, and its share of post-acquisition movements in other comprehensive income is recognized in other comprehensive income. When the Group’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Group does not recognize further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate.

  • C. Upon loss of significant influence over an associate, the Group remeasures any investment retained in the former associate at its fair value. Any difference between fair value and carrying amount is recognized in profit or loss.

~A-22~

  • D. When the Group disposes its investment in an associate and loses significant influence over this associate, the amounts previously recognized in other comprehensive income in relation to the associates, are reclassified to profit or loss, on the same basis as would be required if the relevant assets or liabilities were disposed of. If it retains significant influence over this associate, the amounts previously recognized in other comprehensive income in relation to the associate are reclassified to profit or loss proportionately in accordance with the aforementioned approach.

  • E. When the Group disposes its investment in an associate and loses significant influence over this associate, the amounts previously recognized as capital surplus in relation to the associate are transferred to profit or loss. If it retains significant influence over this associate, the amounts previously recognized as capital surplus in relation to the associate are transferred to profit or loss proportionately.

  • (13) Property, plant and equipment

  • A. Property, plant and equipment are initially recorded at cost. Borrowing costs incurred during the construction period are capitalized.

  • B. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognized. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.

  • C. Except for land, other property, plant and equipment apply cost model and are depreciated using the straight-line method to allocate their cost over their estimated useful lives. If each component of property, plant and equipment is significant, it is depreciated separately.

  • D. The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each balance sheet date. If expectations for the assets’ residual values and useful lives differ from previous estimates or the patterns of consumption of the assets’future economic benefits embodied in the assets have changed significantly, any change is accounted for as a change in estimate under IAS 8, ‘Accounting Policies, Changes in Accounting Estimates and Errors’, from the date of the change. The estimated useful lives of property, plant and equipment are as follows:

are as follows:
Assets
Buildings and structures
Machinery and equipment
Transportation equipment
Office equipment
Other equipment
Estimated useful lives
2

35
years
2

12
years
2

6
years
2

9
years
2

19
years

~A-23~

(14) Intangible assets

Professional skills and computer software, etc. are stated at cost and amortized on a straight-line basis over their estimated useful lives of 3 ~ 5 years.

(15) Leased assets/ lessee

Payments made under an operating lease (net of any incentives received from the lessor) are recognized in profit or loss on a straight-line basis over the lease term.

(16) Impairment of non-financial assets

  • The Group assesses at each balance sheet date the recoverable amounts of those assets where there is an indication that they are impaired. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell or value in use. When the circumstances or reasons for recognizing impairment loss for an asset in prior years no longer exist or diminish, the impairment loss shall be reversed to the extent of the loss previously recognized in profit or loss. The increased carrying amount due to reversal should not be more than what the depreciated or amortized historical cost would have been if the impairment had not been recognized.

(17) Borrowings

  • Borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized in profit or loss over the period of the borrowings using the effective interest method.

(18) Financial liabilities at fair value through profit or loss

  • A. Financial liabilities at fair value through profit or loss are financial liabilities held for trading or financial liabilities designated as at fair value through profit or loss on initial recognition. Financial liabilities are classified in this category of held for trading if acquired principally for the purpose of repurchasing in the short-term. Derivatives are also categorized as financial liabilities held for trading unless they are designated as hedges. Financial liabilities that meet one of the following criteria are designated as at fair value through profit or loss on initial recognition:

  • (a) Hybrid (combined) contracts; or

  • (b) They eliminate or significantly reduce a measurement or recognition inconsistency; or

  • (c) They are managed and their performance is evaluated on a fair value basis, in accordance with a documented risk management policy.

  • B. Financial liabilities at fair value through profit or loss are initially recognized at fair value. Related transaction costs are expensed in profit or loss. These financial liabilities are subsequently remeasured and stated at fair value, and any changes in the fair value of these financial liabilities are recognized in profit or loss.

~A-24~

(19) Notes and accounts payable

  • Notes and accounts payable are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. They are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method. However, short-term accounts payable that bear no interest are subsequently measured at initial invoice amount as the effect of discounting is insignificant.

(20) Derecognition of financial liabilities

  • Afinancial liability is derecognized when the obligation under the liability specified in the contract is discharged, cancelled or expires.

(21) Offsetting financial instruments

Financial assets and liabilities are offset and reported in the net amount in the balance sheet when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously.

(22) Employee benefits

  • A. Short-term employee benefits

Short - term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in respect of service rendered by employees in a period and should be recognized as expenses in that period when the employees render service.

  • B. Pensions

  • (a) Defined contribution plans

    • For defined contribution plans, the contributions are recognized as pension expenses when they are due on an accrual basis. Prepaid contributions are recognized as an asset to the extent of a cash refund or a reduction in the future payments.
  • (b) Defined benefit plans

    • i. Net obligation under a defined benefit plan is defined as the present value of an amount of pension benefits that employees will receive on retirement for their services with the Group in current period or prior periods. The liability recognised in the balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets. The net defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The rate used to discount is determined by using interest of government bonds (at the balance sheet date) of a currency and term consistent with the currency and term of the employment benefit obligations.

    • ii.Remeasurements arising on defined benefit plans are recognized in other comprehensive income in the period in which they arise, and recorded as retained earnings.

~A-25~

  • C. Employees’ compensation and directors’ remuneration

    • Employees’ compensation and directors’remuneration are recognised as expenses and liabilities, provided that such recognition is required under legal or constructive obligation and those amounts can be reliably estimated. Any difference between the resolved amounts and the subsequently actual distributed amounts is accounted for as changes in estimates. If employees’ compensation is distributed by shares, the Group calculates the number of shares based on the closing market price at the previous day of the board meeting resolution.
  • (23) Employee share based payment

  • For the equity-settled share-based payment arrangements, the employee services received are measured at the fair value of the equity instruments granted at the grant date, and are recognized as compensation cost over the vesting period, with a corresponding adjustment to equity. The fair value of the equity instruments granted shall reflect the impact of market vesting conditions and nonmarket vesting conditions. Compensation cost is subject to adjustment based on the service conditions that are expected to be satisfied and the estimates of the number of equity instruments that are expected to vest under the non-market vesting conditions at each balance sheet date. Ultimately, the amount of compensation cost recognized is based on the number of equity instruments that eventually vest.

  • (24) Income tax

  • A. The tax expense for the period comprises current and deferred tax. Tax is recognized in profit or loss, except to the extent that it relates to items recognized in other comprehensive income or items recognized directly in equity, in which cases the tax is recognized in other comprehensive income or equity.

  • B. The current income tax expense is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Group operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in accordance with applicable tax regulations. It establishes provisions where appropriate based on the amounts expected to be paid to the tax authorities. An additional 10% tax is levied on the unappropriated retained earnings and is recorded as income tax expense in the year the stockholders resolve to retain the earnings.

  • C. Deferred income tax is recognized, using the balance sheet liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated statements. However, the deferred income tax is not accounted for if it arises from initial recognition of goodwill or of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is provided on temporary differences arising on investments in subsidiaries except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable

~A-26~

future. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled.

  • D. Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. At each balance sheet date, unrecognized and recognized deferred income tax assets are reassessed.

  • E. Current income tax assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously. Deferred tax assets and liabilities are offset on the balance sheet when the entity has the legally enforceable right to offset current tax assets against current tax liabilities and they are levied by the same taxation authority on either the same entity or different entities that intend to settle on a net basis or realize the asset and settle the liability simultaneously.

  • F. Deferred tax asset shall be recognized for the carry forward of unused tax credits resulting from acquisitions of equipment or technology, research and development expenditures, and equity investments to the extent that it is possible that future taxable profit will be available against which the unused tax credits can be utilized.

(25) Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or stock options are shown in equity as a deduction, net of tax, from the proceeds.

(26) Dividends

Dividends are recorded in the Company’s financial statements in the period in which they are resolved by the Company’s shareholders. Cash dividends are recorded as liabilities; stock dividends are recorded as stock dividends to be distributed and are reclassified to ordinary shares on the effective date of new shares issuance.

(27) Revenue recognition

A. Sales of goods

The Group manufactures and sells Active Pharmaceutical Ingredients (API), intermediates, etc. Revenue is measured at the fair value of the consideration received or receivable taking into account value-added tax, returns, rebates and discounts for the sale of goods to external customers in the ordinary course of the Group’s activities. Revenue arising from the sales of goods is recognized when the Group has delivered the goods to the customer, the amount of sales revenue can be measured reliably and it is probable that the future economic benefits associated with the transaction will flow to the entity. The delivery of goods is completed when the significant risks and rewards of ownership have been transferred to the customer, the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold, and the customer has accepted the goods

~A-27~

based on the sales contract or there is objective evidence showing that all acceptance provisions have been satisfied.

  • B. Sales of services

The Group provides biochemical technology development consultation and processing services. Revenue from rendering services is recognized under the percentage-of-completion method when the outcome of services provided can be estimated reliably. The stage of completion of a service contract is measured by the percentage of the actual services performed as of the financial reporting date to the total services to be performed by surveys of work performed.

(28) Operating segments

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker is responsible for allocating resources and assessing performance of the operating segments.

5. CRITICALACCOUNTING JUDGEMENTS, ESTIMATES AND KEY SOURCES OF ASSUMPTION UNCERTAINTY

The preparation of these consolidated financial statements requires management to make critical judgments in applying the Group’s accounting policies and make critical assumptions and estimates concerning future events. Assumptions and estimates may differ from the actual results and are continually evaluated and adjusted based on historical experience and other factors. Such assumptions and estimates have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, and the related information is addressed below:

  • (1) Critical judgments in applying the Group’s accounting policies

  • Financial assets impairment of equity investments

  • The Group follows the guidance of IAS 39 to determine whether a financial asset-equity investment is impaired. This determination requires significant judgment. In making this judgment, the Group evaluates, among other factors, the duration and extent to which the fair value of an equity investment is less than its cost and the financial health of and short-term business outlook for the investee, including factors such as industry and sector performance, changes in technology and operational and financing cash flow.

(2) Critical accounting estimates and assumptions

  • A. Evaluation of inventories

  • (a) As inventories are stated at the lower of cost and net realizable value, the Group must determine the net realizable value of inventories on balance sheet date using judgements and estimates. Due to the rapid process technology innovation, the Group evaluates the amounts of normal inventory consumption, obsolete inventories or inventories without market selling value on balance sheet date, and writes down the cost of inventories to the net realizable value. Such an evaluation of inventories is principally based on the demand for the products within the specified period in the future. Therefore, there might be material changes to the evaluation.

~A-28~

  • (b) As of December 31, 2016, the carrying amount of inventories was $1,829,710.

  • B. Realizability of deferred income tax assets

  • (a) Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences can be utilized. Assessment of the realisability of deferred income tax assets involves critical accounting judgments and estimates of the management, including the assumptions of expected future sales revenue growth rate and profit rate, tax exempt duration, available tax credits, tax planning, etc. Any variations in global economic environment, industrial environment, and laws and regulations might cause material adjustments to deferred income tax assets.

  • (b) As of December 31, 2016, the Group recognized deferred income tax assets amounting to $414,414.

6. DETAILS OF SIGNIFICANT ACCOUNTS

(1) CASH AND CASH EQUIVALENTS

$414,414.
TAILS OF SIGNIFICANT ACCOUNTS
CASH AND CASH EQUIVALENTS
Cash:
Cash on hand
Cash equivalents:
Time deposits
Checking accounts and
demand deposits
Bill under repurchase agreements
December31,2016

75
$ 516,801
516,876
2,904,500
285,775
3,190,275
3,707,151
$
December31,2015
237
$ 471,545
471,782
1,564,003
299,912
1,863,915
2,335,697
$
  • A. The Group associates with a variety of financial institutions all with high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote.

  • B. Details of the Group’s time deposits pledged to others as collateral (listed as “Other financial assets-non-current”) as of December 31, 2016 and 2015 are provided in Note 8.

(2) ACCOUNTS RECEIVABLE, NET

ACCOUNTS RECEIVABLE, NET
December31,2016 December31,2015
Accounts receivable $ 639,052 $ 867,284
Less: Allowance for doubtful
accounts ( 647) ( 53)
$ 638,405 $ 867,231
  • A. As of December 31, 2016 and 2015, the Group had no accounts receivable classified as “past due

~A-29~

but not impaired”.

  • B. Movements on the provision for impairment of accounts receivable are as follows:

For the years ended December 31,

2016 2015
Group provision Group provision
At January 1 $ 53 $ 96
Provision (reversal) for impairment 596 ( 43)
Effect of exchange rate ( 2) -
At December 31 $ 647 $ 53
  • C. The Group’s accounts receivable that were neither past due nor impaired were fully performing in line with the credit standards prescribed based on the counterparties’ industry characteristics, business scale and profitability.

  • D. As of December 31, 2016 and 2015, the Group does not hold any collateral as security.

(3) INVENTORIES

Raw materials
Supplies
Work in process
Finished goods
December31,2016
Allowance for
Cost
market price decline
377,494
$ 81,670)
($ 14,946
1,097)
(
896,557
125,933)
(
1,041,850
292,437)
(
2,330,847
$ 501,137)
($
Bookvalue
295,824
$ 13,849
770,624
749,413
1,829,710
$
Raw materials
Supplies
Work in process
Finished goods
December31,2015
Allowance for
Cost
marketprice decline
254,846
$ 64,664)
($ 16,340
836)
(
1,116,241
58,672)
(
1,177,921
271,968)
(
2,565,348
$ 396,140)
($
Bookvalue
190,182
$ 15,504
1,057,569
905,953
2,169,208
$

~A-30~

The Group recognized expense and loss of inventories for the year:

For the years ended December 31,

2016 2015
Cost of goods sold $ 1,707,118 $ 1,897,611
Loss on inventory scrap 53,811 15,956
Loss on physical inventory 8,910 6,724
Under applied manufacturing overhead 311,983 267,013
Provision for inventory market price
decline 110,571 68,569
$ 2,192,393 $ 2,255,873
FINANCIALASSETS MEASURED AT COST-NON -CURRENT
December31,2016 December31,2015
Unlisted stocks
Tanvex Biologics, Inc. $ 167,673 $ 167,673
SYNGEN, INC. 4,620 4,620
Foresee Pharmaceuticals, Co., Ltd. 196,416 171,234
368,709 343,527
Less: Accumulated impairment ( 4,620) ( 4,620)
$ 364,089 $ 338,907

- - (4) FINANCIALASSETS MEASURED AT COST NON CURRENT

  • A. Based on the Group’s intention, its investment in Tanvex Biologics, Inc. and SYNGEN, INC. should be classified as available-for-sale financial assets. However, as Tanvex Biologics, Inc. and SYNGEN, INC. are not traded in an active market and no sufficient industry information and financial information of similar companies can be obtained, the fair value of the investments in Tanvex Biologics, Inc. and SYNGEN, INC. cannot be measured reliably. Accordingly, the Group classified those stocks as ‘financial assets measured at cost’.

B. Foreseeacer Pharmaceuticals, Inc. (hereafter, “ Foreseeacer”), an associate of the Group accounted for under the equity method, entered into a share swap transaction with its controlling shareholder, Foresee Pharmaceuticals, Inc. (hereafter, “ Foresee Cayman”) during the fourth quarter of 2014, whereby Foresee Cayman issued new shares to swap and recall the outstanding shares of Foreseeacer. The Group obtained approval of such transaction during the board of directors’ meeting on November 7, 2014, and the related share swap was completed on January 15, 2015. After the swap, the Group obtained 5,400 thousand preferred shares of Foresee Cayman, consisting of 6.12% of its outstanding preferred shares. However, Foresee Cayman announced its second phase of re-organization plan (the Phase II Plan) during February 2015, in which, one of its fully owned subsidiaries, Foresee Pharmaceuticals Co., Ltd. ( hereafter, “ Foresee” ) will issue new shares to swap and recall all outstanding shares of Foresee Cayman. After engaging in the swap, the Company obtained 4,072 thousand common shares, consisting of 6.12% of its outstanding common shares. Based on the guidance and accounting policies of the Group, such

~A-31~

share swap transaction should be deemed as disposal of associates accounted for under the equity method, and the new investment will be measured at its fair value. Any difference between fair value and carrying amount is recognized in profit or loss. Any amounts previously recognized as capital surplus or as other comprehensive income in relation to the associate are transferred to profit or loss. However, as the Phase II Plan was completed as of June 30, 2015, the uncertainties regarding the fair value of the final share interests received in the swap has been eliminated. The related gain of $95,381 from the share swap transaction has been recognized upon completion of the Phase II Plan. After a comprehensive assessment, the Group does not have the right to exercise significant influence over the investee company, Foresee Cayman, and accordingly, the related share of interest is classified as “available-for-sale financial assets”. In addition, as the shares of Foresee Cayman are not publicly traded in an active market, its fair value cannot be measured reliably. As a result, the Group classified those shares as “financial assets measured at cost”.

  • C. As of December 31, 2016 and 2015, no financial assets measured at cost held by the Group were pledged to others.

~A-32~

(5) PROPERTY, PLANT AND EQUIPMENT

Machinery and Machinery and Transportation Transportation Office Other Construction Construction
January 1, 2016 Buildings equipment equipment equipment equipment inprogress Total
Cost $ 2,499,181 $ 4,689,690 $ 29,690 $ 202,695 $ 141,302 $ 1,803,046 $ 9,365,604
Accumulated depreciation ( 723,268) ( 3,226,643) ( 20,677) ( 128,570) ( 81,981) - ( 4,181,139)
Accumulated impairment - ( 13,751) - - - - ( 13,751)
$ 1,775,913 $ 1,449,296 $ 9,013 $ 74,125 $ 59,321 $ 1,803,046 $ 5,170,714
For the year ended December 31, 2016
At January 1 $ 1,775,913 $ 1,449,296 $ 9,013 $ 74,125 $ 59,321 $ 1,803,046 $ 5,170,714
Additions - - - - - 462,672 462,672
Reclassified from prepayments
for equipment - - - - - 121,118 121,118
Reclassified upon completion 485,874 203,159 - 15,558 25,589 ( 730,180) -
Depreciation charge ( 101,112) ( 278,715) ( 3,113) ( 27,896) ( 24,555) - ( 435,391)
Disposals-Cost - ( 8,619) ( 405) ( 895) ( 1,233) - ( 11,152)
'
-Accumulated
depreciation - 7,543 405 847 1,176 - 9,971
Impairment loss - ( 889) - - - - ( 889)
Net currency exchange differences ( 32,270) ( 24,507) ( 147) ( 1,071) ( 4,042) ( 46,108) ( 108,145)
At December 31 $ 2,128,405 $ 1,347,268 $ 5,753 $ 60,668 $ 56,256 $ 1,610,548 $ 5,208,898
December 31, 2016
Cost $ 2,948,766 $ 4,853,501 $ 28,601 $ 213,075 $ 154,986 $ 1,610,548 $ 9,809,477
Accumulated depreciation ( 820,361) ( 3,491,593) ( 22,848) ( 152,407) ( 98,730) - ( 4,585,939)
Accumulated impairment - ( 14,640) - - - - ( 14,640)
$ 2,128,405 $ 1,347,268 $ 5,753 $ 60,668 $ 56,256 $ 1,610,548 $ 5,208,898

~A-33~

Machinery and Machinery and Transportation Transportation Office Other Construction Construction
January 1, 2015 Buildings equipment equipment equipment equipment inprogress Total
Cost $ 2,230,902 $ 4,575,686 $ 30,389 $ 192,813 $ 141,186 $ 1,685,329 $ 8,856,305
Accumulated depreciation ( 633,158) ( 2,958,764) ( 16,896) ( 102,501) ( 62,017) - ( 3,773,336)
Accumulated impairment - ( 17,944) - - - - ( 17,944)
$ 1,597,744 $ 1,598,978 $ 13,493 $ 90,312 $ 79,169 $ 1,685,329 $ 5,065,025
For the year ended December 31, 2015
At January 1 $ 1,597,744 $ 1,598,978 $ 13,493 $ 90,312 $ 79,169 $ 1,685,329 $ 5,065,025
Additions - - - 150 - 464,633 464,783
Reclassified from prepayments
for equipment - - - - - 136,935 136,935
Reclassified upon completion 275,351 172,118 - 15,585 5,932 ( 468,986) -
Depreciation charge ( 90,766) ( 320,156) ( 4,309) ( 31,509) ( 24,393) - ( 471,133)
Disposals-Cost - ( 52,992) ( 503) ( 4,767) ( 3,531) - ( 61,793)
'
-Accumulated
depreciation - 51,882 412 4,744 3,161 - 60,199
Reversal of impairment loss - 4,193 - - - - 4,193
Net currency exchange differences ( 6,416) ( 4,727) ( 80) ( 390) ( 1,317) ( 14,865) ( 27,795)
At December 31 $ 1,775,913 $ 1,449,296 $ 9,013 $ 74,125 $ 59,021 $ 1,803,046 $ 5,170,414
December 31, 2015
Cost $ 2,499,181 $ 4,689,690 $ 29,690 $ 202,695 $ 141,302 $ 1,803,046 $ 9,365,604
Accumulated depreciation ( 723,268) ( 3,226,643) ( 20,677) ( 128,570) ( 81,981) - ( 4,181,139)
Accumulated impairment - ( 13,751) - - - - ( 13,751)
$ 1,775,913 $ 1,449,296 $ 9,013 $ 74,125 $ 59,321 $ 1,803,046 $ 5,170,714

~A-34~

  • A. Amount of borrowing costs capitalized as part of property, plant and equipment and the range of the interest rates for such capitalization are as follows:
Amount capitalized
Interest rate
For theyears ended December31, For theyears ended December31,
2016
22,847
$ 1.72%~4.74%
2015
14,989
$ 1.16%~4.35%
  • B. Impairment and reclassification information about the property, plant and equipment is provided in Note 6(7), Impairment of non-financial assets.

  • C. As of December 31, 2016 and 2015, the Group has not pledged any property, plant and equipment as collateral.

(6) LONG-TERM PREPAID RENT

Long-term prepaid rent

December31,2016
82,110
$
December31,2015
90,359
$

In 2008, the Group’s Mainland China subsidiary entered into a land use right contract with the local government relating to the acquisition of the right to use the land located in Changshu, Jiangsu province, with a lease term of 50 years. The subsidiary had prepaid all rental expenses on the contract date, and recognized rental expenses of $1,977 and $2,051 for the years ended December 31, 2016 and 2015, respectively (listed as “General and administrative expenses”).

(7) IMPAIRMENT OF NON-FINANCIALASSETS

  • A. For the years ended December 31, 2016 and 2015, the Group recognised impairment loss on idle -

  • machineries at $889 and $ , respectively, and ‘reversal of impairment loss recognised in profit -

  • or loss’ amounting to $ and $4,193, respectively, as some of the idle machineries were again utilized in production. Please refer to Note 6(5) property, plant and equipment for details of accumulated impairment amount.

  • B. The impairment loss (gain on reversal) reported by operating segments is as follows:

For the years ended December 31,

2016 2015
Recognized in other Recognized in other
Recognized in comprehensive Recognized in comprehensive
Segments profit or loss income profit or loss income
ScinoPharm Taiwan 889
$
-
$
($ 4,193) -
$

~A-35~

(8) SHORT-TERM BORROWINGS

Type of borrowings
Bank loans
Unsecured loans
Type of borrowings
Bank loans
Unsecured loans
December31,2016
982,705
$ December31,2015
1,702,306
$
Interest rate range
Collateral
4.35%~4.44%
None
Interest rate range
Collateral
1.18%~4.35%
None

(9) FINANCIAL LIABILITIES AT FAIR VALUE THROUGH PROFIT OR LOSS

Items December31,2016 December31,2015
Current items:
Financial liabilities held for trading
Non-hedging derivatives 2,822
$
145
$
A. The Group recognized net gain (loss) of $3,981 and ($14,941) on financial liabilities held for
trading (listed as ‘other gains and losses’) for the years ended December 31, 2016 and 2015,
respectively.
  • B. The non-hedging derivative instruments transaction and contract information are as follows:
(10 The Group entered into forward foreign contracts to hedge exchange rate risk of operating activities.
However, these forward foreign exchange contracts are not accounted for under hedge accounting.
)OTHER PAYABLES
Items
ContractAmount
ContractPeriod
Forward foreign exchange contracts
USD
6,940,000
11.2016~2.2017
Items
ContractAmount
ContractPeriod
Forward foreign exchange contracts
USD
5,400,000
11.2015~2.2016
December31,2016
December31,2015
OTHER PAYABLES
Accrued salaries and bonuses
Payables on equipment
Others
December31,2016
151,650
$ 89,009
189,361
430,020
$
December31,2015
130,958
$ 44,817
161,157
336,932
$

~A-36~

(11) LONG-TERM BORROWINGS

Type of borrowings Borrowing period
December31,2016
June 14, 2016~
June 14, 2019
802,993
$ 32,120)
(
770,873
$
Interest rate
Collateral
4.85%
Guaranteed by
the Company
Long-term bank loans
Secured bank loans
Less current portion

As of December 31, 2015, there were no long-term borrowings.

(12) PENSIONS

A. (a)The Company and its domestic subsidiaries has set up a defined benefit pension plan in accordance with the Labor Standards Law, which applies to all regular employees’ service years prior to the enforcement of the Labor Pension Act (the “Act”) on July 1, 2005 and service years thereafter of employees who chose to continue to be covered under the pension scheme of the Labor Standards Law after the enforcement of the Act. In accordance with the Company's retirement plan, an employee may retire when the employee either (i) attains the age of 55 with 15 years of service, (ii) has more than 25 years of service, (iii) has reached the age of 65, or (iv) is incapacitated to work (compulsory retirement). The employees earn two units for each year of service for the first 15 years, and one unit for each additional year thereafter up to a maximum of 45 units. Any fraction of a year equal to or more than nine months shall be counted as one year of service, and any fraction of a year less than nine months shall be counted as half a year. According to the provisions, employees who retired due to their duties shall get additional 20%. Pension payments are based on the number of units earned and the average salary of the last six months prior to retirement. Calculation of average salary is in accordance with the Labor Standards Law of the R.O.C. The Company contributes monthly an amount equal to 2% of the employees' monthly salaries and wages to the retirement fund deposited with Bank of Taiwan under the name of the independent retirement fund committee. Also, the Company would assess the balance in the aforementioned labor pension reserve account by December 31, every year. If the account balance is not enough to pay the pension calculated by the aforementioned method to the employees expected to qualify for retirement in the following year, the Company will make contribution for the deficit by end of March next year.

(b) The amounts recognized in the balance sheet are as follows:

December 31,2016 December 31,2015
Present value of defined benefit obligations $ 118,242 $ 111,292
Fair value of plan assets ( 48,189) ( 48,438)
Net defined benefit liability $ 70,053 $ 62,854

~A-37~

(c) Movements in net defined benefit liabilities are as follows:

Present value of Present value of
defined benefit Fair value of Net defined
Year ended December31,2016 obligations plan assets benefit liability
At January 1 $ 111,292 ($ 48,438) $ 62,854
Current service cost 1,926 - 1,926
Interest expense (income) 1,892 ( 823) 1,069
115,110 ( 49,261) 65,849
Remeasurements:
Return on plan assets
(excluding amounts
included in interest
income or expense) - 379 379
Change in financial
assumptions 3,950 - 3,950
Experience adjustments 3,064 - 3,064
7,014 379 7,393
Pension fund contribution - ( 3,189) ( 3,189)
Paid pension ( 3,882) 3,882 -
At December 31 $ 118,242 ($ 48,189) $ 70,053

~A-38~

Present value of Present value of
defined benefit Fair value of Net defined
Year ended December31,2015 obligations plan assets benefit liability
At January 1 $ 113,369 ($ 44,665) $ 68,704
Current service cost 2,634 - 2,634
Interest expense (income) 2,267 ( 893) 1,374
118,270 ( 45,558) 72,712
Remeasurements:
Return on plan assets
(excluding amounts
included in interest
income or expense) - ( 283) ( 283)
Change in financial
assumptions 3,764 - 3,764
Experience adjustments ( 10,302) - ( 10,302)
( 6,538) ( 283) ( 6,821)
Pension fund contribution - ( 3,037) ( 3,037)
Paid pension ( 440) 440 -
At December 31 $ 111,292 ($ 48,438) $ 62,854

(d) The Bank of Taiwan was commissioned to manage the Fund of the Company’s defined benefit pension plan in accordance with the Fund’s annual investment and utilisation plan and the “Regulations for Revenues, Expenditures, Safeguard and Utilisation of the Labor Retirement Fund” (Article 6: The scope of utilisation for the Fund includes deposit in domestic or foreign financial institutions, investment in domestic or foreign listed, over-the-counter, or private placement equity securities, investment in domestic or foreign real estate securitization products, etc.). With regard to the utilisation of the Fund, its minimum earnings in the annual distributions on the final financial statements shall be no less than the earnings attainable from the amounts accrued from two-year time deposits with the interest rates offered by local banks. If the earnings is less than aforementioned rates, government shall make payment for the deficit after being authorized by the Regulator. The Company and its domestic subsidiaries has no right to participate in managing and operating that fund and hence the Company is unable to disclose the classification of plan asset fair value in accordance with IAS 19 paragraph 142. The composition of fair value of plan assets as of December 31, 2016 and 2015 is given in the Annual Labor Retirement Fund Utilisation Report announced by the government.

~A-39~

(e) The principal actuarial assumptions used were as follows:

For the years ended December 31,

Discount rate
Future salary increases
2016
1.40%
3.00%
2015
1.70%
3.00%

Assumptions regarding future mortality experience are set based on actuarial advice in accordance with published statistics and experience according to Taiwan Life Insurance Industry 5th Mortality Table for the years ended December 31, 2016 and 2015.

Because the main actuarial assumption changed, the present value of defined benefit obligation is affected. The analysis was as follows:

Increase 0.25%
Decrease 0.25%
December 31, 2016
Effect on present
value of defined
benefit obligation
3,304)
($ 3,438
$ December 31, 2015
Effect on present
value of defined
benefit obligation
2,970)
($ 3,493
$ Discount rate
Increase 0.25%
Decrease 0.25%
3,081
$ 2,982)
($ 3,109
$ 2,719)
($ Future salaryincreases

The sensitivity analysis above was based on one assumption which charged while the other conditions remain unchanged. In practice, more than one assumption may change all at once. The method of analysing sensitivity and the method of calculating net pension liability in the balance sheet are the same.

The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the previous year.

  • (f) Expected contributions to the defined benefit pension plan of the Company within 2017 is $3,120.

  • (g) As of December 31, 2016, the weighted average duration of that retirement plan is 12 years. The analysis of timing of the future pension payment was as follows:

The analysis of timing of the future pension payment was as follows:
Within 1 year
2~5 years
Over 6 years
9,749
$ 17,903
130,480
158,132
$

~A-40~

  • B. As a result of the enforcement of the Act, the Company set up a defined contribution pension plan which took effect on July 1, 2005. The local employees are eligible for the defined contribution plan. For employees who choose to be covered under the pension scheme of the Act, the Company contributes monthly an amount of not less than 6% of the employees’ monthly salaries and wages to the employees’ individual pension accounts at the Bureau of Labor Insurance. Pensions are paid by monthly installments or in lump sum based on the accumulated balances of the employees’ individual pension accounts. The subsidiaries in Mainland China (ScinoPharm (Kunshan) Biochemical Technology Co., Ltd., ScinoPharm (Changshu) Pharmaceuticals, Ltd., and ScinoPharm (Shanghai) Biochemical Technology, Ltd.) are subject to a government sponsored defined contribution plan. In accordance with the related Laws of the People’s Republic of China, the subsidiaries in Mainland China contribute monthly 18% of the employees’ monthly salaries and wages to an independent fund administered by the government. Other than the monthly contributions, these subsidiaries do not have further obligations. The other subsidiaries, SPT International, Ltd. and ScinoPharm Singapore Pte Ltd., had no employees. For the years ended December 31, 2016 and 2015, the pension costs recognized under the aforementioned defined contribution pension plans were $31,464 and $30,453, respectively.

(13) SHARE CAPITAL

  • A. Movements in the number of the Company’s ordinary shares outstanding are as follows (in thousands of shares):
thousands of shares):
At January 1
Capitalization of retained earnings
At December 31
For theyears ended December31,
2016
731,083
29,243
760,326
2015
702,964
28,119
731,083
  • B. On June 23, 2015, the Company’s shareholders adopted a resolution to issue shares of common stock due to capitalization of retained earnings of $281,186 and obtained approval from the SFC. The effective date of capitalization was set on August 14, 2015. After the capitalization mentioned above, the Company’s total authorized capital was $10,000,000 and the paid-in capital was $7,310,829 (731,083 thousand shares) with a par value of $10 (in dollars) per share.

  • C. On June 27, 2016, the Company’s shareholders adopted a resolution to issue shares of common stock due to capitalization of retained earnings of $292,433 and obtained approval from the SFC. The effective date of capitalization was set on August 16, 2016. After the capitalization mentioned above, the Company’s total authorized capital was $10,000,000 and the paid-in capital was $7,603,262 (760,326 thousand shares) with a par value of $10 (in dollars) per share.

  • D. As of December 31, 2016, the Company’s authorized capital was $10,000,000 and the paid-in capital was $7,603,262 (760,326 thousand shares) with a par value of $10 (in dollars) per share. All proceeds from shares issued have been collected.

~A-41~

(14) CAPITAL RESERVES

  • A. Pursuant to the R.O.C. Company Act, capital reserve arising from paid-in capital in excess of par value on issuance of common stocks and donations shall be exclusively used to cover accumulated deficit or, distribute cash or stocks in proportion to their share ownership, provided that the Company has no accumulated deficit. Further, the R.O.C. Securities and Exchange Act requires that the capital reserve to be capitalized mentioned above should not exceed 10% of the paid-in capital each year. Capital reserve should not be used to cover accumulated deficit unless the legal reserve is insufficient.

  • B. Movements on the Company’s capital reserve are as follows:

the legal reserve is insufficient.
Movements on the Company’s capital reserve are as follows:
rve are as follows: rve are as follows:
Share premium
Stockoptions
At January 1
1,233,286
$ 32,258
$ Employee stock options compensation cost
- Company
-
10,025
- Subsidiaries
-
91
At December 31
1,233,286
$ 42,374
$ For theyear ended December
Share premium
Stockoptions
At January 1
1,233,286
$ 23,991
$ Employee stock options compensation cost
- Company
-
7,844
- Subsidiaries
-
423
At December 31
1,233,286
$ 32,258
$ For theyear ended December
For theyear ended December 31,2016
Total
1,265,544
$ 10,025
91
1,275,660
$
31,2015
Stockoptions
23,991
$ 7,844
423
32,258
$
Total
1,257,277
$ 7,844
423
1,265,544
$

(15) SHARE-BASED PAYMENT

  • A. The Company issued 1 million units, 1.5 million units and 1.5 million units of employee stock options on December 3, 2013, November 6, 2015 and October 14, 2016, respectively (the ‘Grant Date’). The exercise price of the options was set at $91.70 (in dollars), $41.65 (in dollars) and $40.55 (in dollars), respectively, which was based on the closing market price of the Company's common shares on the Grant Dates. Each option was granted the right to purchase one share of the Company's common stocks. The exercise price is subject to further adjustments when there is change in the number of shares of the Company's common stocks after the Grant Date. (As of December 31, 2016, for the issued 1 million units, 1.5 million units and 1.5 million units of employee stock options, the exercise price was adjusted based on the specific formula to $80.20 (in dollars) per share, $40.00 (in dollars) per share and $40.55 (in dollars) per share, respectively.) Contract period of the employee stock option plans is 10 years, and options are exercisable in 2 years after the Grant Date. The Group recognized compensation costs relating to the employee stock options plan of $10,116 and $8,267 for the years ended December 31, 2016 and 2015,

~A-42~

respectively.

B. Details of the share-based payment arrangements are as follows:

respectively.
Details of the share-based payment arrangements are as follows:
ts are as follows:
Number of options
(in thousand units)
Options outstanding at beginning of the year
2,348
Options granted
1,500
Options forfeited
391)
(
Options outstanding at end of the year
3,457
Options exercisable at end of the year
503
For theyear ended
Number of options
(in thousand units)
Options outstanding at beginning of the year
1,000
Options granted
1,500
Options forfeited
152)
(
Options outstanding at end of the year
2,348
Options exercisable at end of the year
430
For theyear ended
For theyear ended December31,2016
Weighted-average
exercise price
(in dollars)
$ 56.92
40.55
62.47
48.03
80.20
December31,2015
Weighted-average
exercise price
(in dollars)
$ 91.70
41.65
80.40
56.92
83.40
  • C. The exercise prices of the employee stock options outstanding on the balance sheet date is as follows:
Grant date
12.3.2013
11.6.2015
10.14.2016
Expirydate
12.2.2023
11.5.2025
10.13.2026
No. of stocks
Exercise price
(unit in thousands)
(in dollars)
670
80.20
$ 1,299
40.00
1,488
40.55
December 31, 2016
December 31, 2015
No. of stocks
Exercise price
(unit in thousands)
(in dollars)
859
83.40
$ 1,489
41.65
-
-
  • D. The fair value of the Group’s employee stock options on Grant Date was evaluated using the combination of Hull & White and the Ritchken trinomial option valuation model. Related information is as follows:

~A-43~

Type of
arrangement
Grant date
Employee
12.3.2013
stock options
Employee
11.6.2015
stock options
Employee
10.14.2016
stock options
Stock
Exercise
price
price
(in dollars)
(in dollars)
91.70
$ 91.70
$ 41.65
41.65
40.55
40.55
Price
volatility
Option
life
Expected
dividends
Interest
rate
1.7145%
1.2936%
0.9223%
Fair
value
per unit
(in dollars)
28.50%
(Note)
37.63%
(Note)
37.20%
(Note)
10 years
10 years
10 years
1.5%
1.5%
1.5%
26.045
$ 13.799
13.171
  • Note: According to daily returns of the Company's stock for the previous year, the annualized volatility is 28.50%, 37.63% and 37.20%, respectively.

(16) RETAINED EARNINGS

  • A. Pursuant to the R.O.C. Company Act, the current year's after-tax earnings should be used initially to cover any accumulated deficit; thereafter 10% of the remaining earnings should be set aside as legal reserve until the balance of legal reserve is equal to that of paid-in capital. The legal reserve shall be exclusively used to cover accumulated deficit, to issue new stocks, or to distribute cash to shareholders in proportion to their share ownership. The use of legal reserve for the issuance of stocks or cash dividends to shareholders in proportion to their share ownership is permitted provided that the balance of such reserve exceeds 25% of the Company’s paid-in capital.

  • B. Since the Company is in a changeable industry environment and the life cycle of the Company is in a stable growth, the appropriation of earnings should consider fund requirements and capital budget to decide how much earnings will be kept or distributed and how much cash dividends will be distributed. According to the Company’s Articles of Incorporation, 10% of the annual net income, after offsetting any loss of prior years and paying all taxes and dues, shall be set aside as legal reserve. The remaining net income and the unappropriated retained earnings from prior years can be distributed in accordance with a resolution passed during a meeting of the Board of Directors and approved at the stockholders' meeting. Of the amount to be distributed by the Company, stockholders’ dividends shall comprise 50% to 100% of the unappropriated retained earnings, and the percentage of cash dividends shall not be less than 30% of dividends distributed.

  • C. In accordance with the regulations, the Company shall set aside special reserve for the debit balance on other equity items at the balance sheet date before distributing earnings. When debit balance on other equity items is reversed subsequently, the reversed amount could be included in the distributable earnings. The amounts previously set aside by the Company as special reserve on initial application of IFRSs in accordance with Jin-Guan-Zheng-Fa-Zi Letter No. 1010012865, dated April 6, 2012, shall be reversed proportionately when the relevant assets are used, disposed of or reclassified subsequently.

  • D. The Company recognized cash dividends and stock dividends distributed to owners amounting

~A-44~

to $219,325 ($0.30 (in dollars) per share) and $292,433 ($0.40 (in dollars) per share) for the year ended December 31, 2016, respectively, and $140,592 ($0.20 (in dollars) per share) and $281,186 ($0.40 (in dollars) per share) for year ended December 31, 2015, respectively. On March 28, 2017, the Board of Directors proposed for the distribution of cash dividends of $228,098 ($0.30 (in dollars) per share) and stock dividends of $304,130 ($0.40 (in dollars) per share) for the year 2016.

(17) OTHER EQUITY ITEMS

For the years ended December 31,

2016 2015
At January 1 $ 69,095 $ 100,674
Currency translation differences-group ( 72,549) ( 26,755)
Disposal (Note) - ( 4,824)
At December 31 ($ 3,454) $ 69,095

Note: The Group lost significant influence in the associate investment after a share swap transaction with the controlling shareholder of the associate. Such share swap transaction was deemed as disposal of associates accounted for under the equity method and amounts previously recognized as other equity items were derecognized accordingly. Please refer to Note 6 (4) for details.

(18) OPERATING REVENUE

For the years ended December 31,

2016 2015
Sales revenue $ 3,912,641 $ 3,871,442
Less: Sales returns ( 64,812) ( 18,348)
Sales discounts ( 6,984) ( 31,549)
Technical service revenue 190,076 133,662
$ 4,030,921 $ 3,955,207

(19) OTHER INCOME

OTHER INCOME
Interest income from bank deposits
Compensation revenue
Others
For theyears ended December,
2016
27,844
$ 7,404
5,457
40,705
$
2015
30,689
$ 9,741
7,321
47,751
$

~A-45~

(20) OTHER GAINS AND LOSSES

For the years ended December 31,

2016 2015
Net gain (loss) on financial assets/liabilities
at fair value through profit or loss $ 3,981 ($ 14,941)
Gain on disposal of investments - 95,381
Loss on disposal of property, plant, and
equipment ( 626) ( 843)
(Impairment loss) gain on reversal of
impairment loss ( 889) 4,193
Net currency exchange loss ( 42,982) ( 50,793)
Miscellaneous ( 21,749) ( 19,303)
($ 62,265) $ 13,694
FINANCE COSTS
For theyears ended December31,
2016 2015
Interest expense:
Bank loans $ 58,963 $ 24,007
Less: capitalization of qualifying assets ( 22,847) ( 14,989)
$ 36,116 $ 9,018

(21) FINANCE COSTS

(22) EXPENSES BY NATURE

For the year ended December 31, 2016

For theyear ended December31,2016 For theyear ended December31,2016 1,2016
Employee benefit expenses
Depreciation
Amortization
Employee benefit expenses
Depreciation
Amortization
Operatingcosts
Operatingexpenses
Total
448,862
$ 389,091
$ 837,953
$ 328,259
107,132
435,391
3,208
6,242
9,450
780,329
$ 502,465
$ 1,282,794
$ For theyear ended December31,2015
Total
837,953
$ 435,391
9,450
1,282,794
$
Operatingcosts

443,529
$ 365,205
2,571
811,305
$
Operatingexpenses
338,169
$ 105,928
8,815
452,912
$
Total
781,698
$ 471,133
11,386
1,264,217
$

~A-46~

(23) EMPLOYEE BENEFIT EXPENSES

For the year ended December 31, 2016

EMPLOYEE BENEFIT EXPENSES For theyear ended December31,2016 For theyear ended December31,2016 ,2016
Salaries and wages
Labor and health insurance expenses
Pension costs
Other personnel expenses
Salaries and wages
Labor and health insurance expenses
Pension costs
Other personnel expenses
Operatingcosts
Operatingexpenses
Total
380,263
$ 337,437
$ 717,700
$ 32,626
21,065
53,691
21,562
12,897
34,459
14,411
17,692
32,103
448,862
$ 389,091
$ 837,953
$ For theyear ended December31,2015
Total
717,700
$ 53,691
34,459
32,103
837,953
$
Operatingcosts

376,723
$ 32,832
21,273
12,701
443,529
$
Operatingexpenses
288,469
$ 18,572
13,188
17,940
338,169
$
Total
665,192
$ 51,404
34,461
30,641
781,698
$
  • A. According to the Articles of Incorporation of the Company, a ratio of profit of the current year distributable, after covering accumulated losses, shall be distributed as employees’compensation and directors’ remuneration. The ratio shall not be lower than 2% for employees’ compensation and shall not be higher than 2% for directors’ remuneration.

  • B.For the years ended December 31, 2016 and 2015, the employees’ compensation was accrued at $82,181 and $67,511, respectively, while the directors’ remuneration was accrued at $11,734 and $11,429, respectively. The aforementioned amounts were recognized in salary expenses. The aforementioned amounts were recognized in salary expenses. The expenses recognized for each year was accrued based on the earnings of current year and the percentage specified in the Articles of Incorporation of the Company. On March 28, 2017, the Board of Directors resolved the employees’ compensation and directors’ remuneration of $82,181 and $11,734, and the employees’ compensation will be distributed in the form of cash. The actual amount approved at the Board of Directors’ meeting for employees’ compensation and directors’ remuneration for 2015 was $88,554, which was different from the estimated amount of $78,940 recognized in the 2015 financial statements by $9,614. Such difference mainly resulted from estimation, and was recognized in profit or loss for 2016.

Information about the appropriation of employees’ compensation and directors’ remuneration by the Company as resolved by the Board of Directors will be posted in the “Market Observation Post System” at the website of the Taiwan Stock Exchange.

~A-47~

(24) INCOME TAX

A. Income tax expense

  • (a) Components of income tax expense:
COME TAX
Income tax expense
(a) Components of income tax expense:
For theyears ended December 31,
2016 2015
Current income tax:
Income tax in current year $ 185,902 $ 178,599
10% tax on unappropriated retained earnings 6,537 1,214
Under (over) provision of prior year's income
tax 2,471 ( 2,683)
Total current tax 194,910 177,130
Deferred income tax:
Origination and reversal of temporary
differences ( 43,003) ( 9,211)
Income tax expense $ 151,907 $ 167,919
(b) The income tax relating to components of other comprehensive income is as follows:
For theyears ended December 31,
2016 2015
Remeasurement of defined
benefit obligations ($ 1,258) $ 1,160
Reconciliation between income tax expense and accounting profit:
For theyears ended December31,
2016 2015
Income tax at statutory tax rate $ 137,802 $ 135,598
Effect of items disallowed by tax regulation 7,386 3,116
Effect of net operating loss carryforward ( 2,519) 29,553
Effect of investment tax credits 230 1,121
10% tax on unappropriated retained earnings 6,537 1,214
Under (over) provision of prior year's income tax 2,471 ( 2,683)
Income tax expense 151,907 167,919

B. Reconciliation between income tax expense and accounting profit:

~A-48~

  • C. Amounts of deferred tax assets or liabilities as a result of temporary differences, loss carryforward and investment tax credits are as follows:
For the For the year ended December31,2016 December31,2016 December31,2016
Recognized
in other
Recognized in comprehensive
January1 profit or loss income December31
Deferred tax assets:
Temporary differences
Investment loss 200,515
$
$ 41,900 $ - $ 242,415
Technology know-how 21,570 ( 3,698) - 17,872
Pensions 10,685 ( 33) 1,258 11,910
Employee benefits-unused 2,888 ( 202) - 2,686
compensated absences
Impairment of assets 2,337 152 - 2,489
Unrealized loss on
financial liabilities 25 455 - 480
Loss carryforward 126,366 2,519 - 128,885
Investment tax credits 8,258 ( 581) - 7,677
372,644 40,512 1,258 414,414
Deferred tax liabilities:
Temporary differences
Unrealized gain on
currency exchange ( 3,368) 2,491 - ( 877)
369,276
$
$ 43,003 $ 1,258 $ 413,537

~A-49~

For the year ended December 31, 2015

Recognized Recognized
in other
Recognized in comprehensive
January1 profit or loss income December31
Deferred tax assets:
Temporary differences
Investment loss 155,012
$
$ 45,503 $ - $ 200,515
Technology know-how 25,268 ( 3,698) - 21,570
Pensions 11,680 165 ( 1,160) 10,685
Employee benefits-unused
compensated absences 3,085 ( 197) - 2,888
Impairment of assets 3,050 ( 713) - 2,337
Unrealized loss on
financial liabilities 624 ( 599) - 25
Loss carryforward 155,919 ( 29,553) - 126,366
Investment tax credits 9,743 ( 1,485) - 8,258
364,381 9,423 ( 1,160) 372,644
Deferred tax liabilities:
Temporary differences
Unrealized gain on
currency exchange ( 3,156) ( 212) - ( 3,368)
361,225
$
$ 9,211 ($ 1,160) $ 369,276
  • D. According to “Regulation on the Implementation of the Enterprise Income Tax Law of the People’s Republic of China”, details of investment tax credits and unrecognized deferred tax assets are as follows:

December 31, 2016

December31,2016 December31,2016
Qualifyingitems
Unused tax credits
Research and development expenditures
7,677
$ December31,2015
Unrecognized
deferred tax assets
-
$
Expiry year
2018
Qualifyingitems
Research and development expenditures
Unused tax credits
8,258
$
Unrecognized
deferred tax assets
-
$
Expiry year
2018
  • E. Expiration dates of unused operating loss carryforward and amounts of unrecognised deferred tax assets are as follows:

~A-50~

December 31, 2016

Year incurred
2012~2016
Amount filed
/assessed
1,247,509
$
Unused amount
1,247,509
$ December31,2015
Unrecognized
deferred tax assets
731,971
$
Expiry year
2017~2021
Year incurred
2011~2016
Amount filed
/assessed
862,662
$
Unused amount
862,662
$
Unrecognized
deferred tax assets
358,530
$
Expiry year
2016~2020
  • F. The Group has not recognised taxable temporary differences associated with investment in subsidiaries as deferred tax liabilities. As of December 31, 2016 and 2015, the amounts of temporary differences unrecognised as deferred tax liabilities were $277,644 and $287,871, respectively.

  • G. The Company’s income tax returns through 2015 have been assessed and approved by the Tax Authority, and there were no disputes existing between the Company and the Authority as of March 28, 2017.

  • H. The Company’s unappropriated retained earnings listed on the balance sheet as of December 31, 2016 and 2015 were all generated after the year 1998.

  • I. As of December 31, 2016 and 2015, the balance of the Company’s imputation tax credit account was $240,791 and $180,052, respectively. The earnings distribution for 2015 and 2014 were approved at the stockholders’ meeting on June 27, 2016 and June 23, 2015, respectively, and the date of dividend distribution were set on August 16, 2016 and August 14, 2015, respectively, by the Board of Directors. The creditable tax rate were 23.04% and 23.48%, respectively. The creditable tax rate for 2016 is expected to be 23.81%. The creditable tax rate will be based on the actual imputation tax credit account on the distribution date for the earnings of 2016, thus, the credit account may be subject to appropriate adjustments according to tax regulations.

~A-51~

(25) EARNINGS PER SHARE (“EPS”)

EARNINGS PER SHARE (“EPS”) S”)
Weighted average number of shares
Amount after tax
outstanding (shares in thousands)
Basic earnings per share
Profit attributable to ordinary
stockholders of the parent
658,693
$ 760,326
Diluted earnings per share
Profit attributable to ordinary
stockholders of the parent
658,693
$ 760,326
Assumed conversion of all
dilutive potential ordinary
shares
Employees' stock option
-
253
Employees' compensation
-
2,702
Profit attributable to ordinary
stockholders of the parent
plus assumed conversion of all
dilutive potential ordinary
shares
658,693
$ 763,281
For theyear ended December31,2016
Weighted average number of shares
Amount after tax
outstanding (shares in thousands)
Basic earnings per share
Profit attributable to ordinary
stockholders of the parent
634,965
$ 760,326
Diluted earnings per share
Profit attributable to ordinary
stockholders of the parent
634,965
$ 760,326
Assumed conversion of all
dilutive potential ordinary
shares
Employees' stock option
-
1,375
Employees' compensation
-
21
Profit attributable to ordinary
stockholders of the parent
plus assumed conversion of all
dilutive potential ordinary
shares
634,965
$ 761,722
For theyear ended December31,2015
For theyear ended December31,2016
EPS
(in dollars)
0.87
$
0.86
$
EPS
(in dollars)
0.84
$
0.83
$

~A-52~

  • A. The abovementioned stock options issued in 2013 are anti-dilutive; therefore were not included in the EPS calculation.

  • B. The abovementioned weighted average number of ordinary shares outstanding have been adjusted to unappropriated retained earnings as proportional increase in capital for the year ended December 31, 2015.

(26) Supplemental cash flow information

A. Investing activities with partial cash payments

For theyears ended For theyears ended For theyears ended December31,
2016 2015
Purchase of property, plant and $ 462,672 $ 464,783
equipment
Add: Beginning balance of payable on
equipment 44,817 226,863
Less: Ending balance of payable on
equipment ( 89,009) ( 44,817)
Capitalization of interest ( 22,847) ( 14,989)
Cash paid for acquisition of property,
plant and equipment $ 395,633 $ 631,840
B. Investing activities with no cash flow effects
For theyears ended December31,
2016 2015
a. Investment accounted for under the
equity method reclassified to
financial assets measured at cost $ - $ 171,234
Forthe years ended December31,
2016 2015
b. Prepayments for equipment
reclassified to property, plant
and equipment $ 121,118 $ 136,935

7. RELATED PARTY TRANSACTIONS

(1) Parent and ultimate controlling party

The ultimate parent and ultimate controlling party of the Company is Uni-President Enterprises Corp. For names and relationship of other related parties with substantive control, please refer to Note 13(2).

~A-53~

  • (2) Significant transactions and balances with related parties

A. Other expenses

For the years ended December31, years ended December31, years ended December31, years ended December31, years ended December31,
2016 2015
Rent expense:
-An entity controlled by key
management individuals $ 1,583 $ 1,663
Repairs and maintenance expense:
-An entity controlled by key
management individuals $ 462 $ 3,697
Management consultancy fees:
-Ultimate parent company $ 5,397 $ 4,755
-Associate of ultimate parent company 2,186 2,040
$ 7,583 $ 6,795
B. Other payables
December31, 2016 December31, 2015
An entity controlled by key
management individuals $ 110 $ 2,231
C. Property transactions
For the years ended December31,
2016 2015
Purchase of propery, plant and equipment:
-An entity controlled by key
management individuals $ - $ 1,656
(3) Key management compensation
For theyears ended December31,
2016 2015
Salaries and other short-term employee
benefits $ 60,906 $ 65,227
PLEDGED ASSETS
Details of the Group’s assets pledged as collateral are as follows:
Assets
December31,2016
December31,2015 Purpose of collateral
Time deposits (Note)
$
28,831 $ 24,734 Customs duty and performance
guarantee

8. PLEDGED ASSETS

Note: Listed as “other financial assets-non-current”.

~A-54~

9. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED CONTRACT COMMITMENTS

  • (1) As of December 31, 2016 and 2015, the Group’s unused letters of credit amounted to $ and $7,508, respectively.

  • (2) As of December 31, 2016, and 2015, the Group’s remaining balance due for construction in progress and prepayments for equipment was $312,008 and $547,190, respectively.

  • (3)The Company entered into a non-cancellable operating lease agreement for the period from June 1, 2011 to February 28, 2018 for the land in Tainan Science Park. The lease period of the lease agreement cannot be over 20 years and is renewable at the end of the lease term. The Company pays monthly rent. If the announced land values, state-owned land rent rate, or other factors change, the monthly rent paid by the Company will be adjusted accordingly on the following month. The Company may have to pay additional rent or get a refund on its last rental payment because of such adjustment. The rent expense of $22,276 and $21,291 (listed as “operating costs” and “operating expenses”) was recognized in profit or loss for the years ended December 31, 2016 and 2015, respectively. The future aggregate minimum lease payments under non-cancellable operating leases are as follows:

are as follows:
December 31,2016 December 31,2015
Within one year $ 22,276 $ 21,291
Later than one year but
not exceeding five years 3,713 24,840
$ 25,989 $ 46,131
The amounts of endorsements and guarantees for subsidiaries were as follows:
Nature December31,2016 December 31,2015
ScinoPharm (Changshu) Guarantee for financing
Pharmaceuticals, Ltd. amount $ 1,625,270 $ -
  • (4)The amounts of endorsements and guarantees for subsidiaries were as follows:

As of December 31, 2016 and 2015, the actual amount drawn down for endorsements and guarantees - to subsidiaries was $820,993 and $ , respectively.

10. SIGNIFICANT DISASTER LOSS: None.

11. SIGNIFICANT EVENTS AFTER THE BALANCE SHEET DATE: None.

~A-55~

12. OTHERS

(1) Capital management

  • The Group’s objectives on managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders, to maintain an optimal capital structure, to reduce the cost of capital and to maintain an adequate capital structure to enable the expansion and enhancement of equipment. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return of capital to shareholders, and issue new shares or sell assets to reduce debts.

(2) Financial instruments

  • A. Fair value information of financial instruments

  • Except those in the table below, the Group’s financial instruments which are not measured at fair value (including cash and cash equivalents, accounts receivable, other receivables, other financial assets-current, guarantee deposits paid, short-term borrowings, notes payable, accounts payable, other payables, long-term borrowings (including current portion) and guarantee deposits received) is approximate to their fair value. Please refer to Note 12 (3) for details of fair value information of financial instruments measured at fair value.

  • B. Financial risk management policies

  • (a)The Group’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk, price risk and interest rate risk), credit risk and liquidity risk. The Group’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Group’s financial position and financial performance.

  • (b)The Group’s treasury identifies, evaluates and hedges financial risks closely with the Group’s operating units. The Board provides written principles for overall risk management, as well as written policies covering specific areas and matters, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments, and investment of excess liquidity.

  • C. Significant financial risks and degrees of financial risks

  • (a) Market risk

    • I. Foreign exchange rate risk

    • (i)The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to USD. Foreign exchange risk arises from future commercial transactions, recognized assets and liabilities and net investments in foreign operations.

~A-56~

  • (ii)To manage their foreign exchange risk arising from future commercial transactions and recognized assets and liabilities, entities in the Group are required to hedge their foreign exchange risk exposure using forward foreign exchange contracts. However, hedge accounting is not applied as transactions did not meet all criteria of hedge accounting. Foreign exchange risk arises when future commercial transactions or recognized assets or liabilities are denominated in a currency that is not the entity’s functional currency.

  • (iii)The Group’s businesses involve some non-functional currency operations (the Company’s and certain subsidiaries’ functional currency: NTD; other subsidiaries’ functional currency: CNY). The information on assets and liabilities denominated in foreign currencies whose values would be materially affected by the exchange rate fluctuations is as follows:

fluctuations is as follows:
Foreign currency
amount(in thousands)
Exchange rate
(Foreign currency: functional currency)
Financial assets
Monetary items
USD:NTD
21,996
$ 32.25
EUR:NTD
413
33.90
CNY:NTD
510
4.644
Financial liabilities
Monetary items
USD:NTD
1,582
32.25
EUR:NTD
49
33.90
CNY:NTD
435
4.644
December31,2016
Foreign currency
amount(in thousands)
Exchange rate
(Foreign currency: functional currency)
Financial assets
Monetary items
USD:NTD
34,821
$ 32.83
EUR:NTD
1,664
35.88
CNY:NTD
2,723
4.995
Financial liabilities
Monetary items
USD:NTD
644
32.83
EUR:NTD
16
35.88
December31,2015
December31,2016 Book value
(NTD)
709,371
$ 14,001
2,368
51,020
1,661
2,020
Book value
(NTD)
Exchange rate
32.83
35.88
4.995
32.83
35.88
1,143,173
$ 59,704
13,601
21,143
574

~A-57~

  • (iv)As of December 31, 2016 and 2015, if the NTD:USD exchange rate appreciates/depreciates by 5% with all other factors remaining constant, the Group’s net profit after tax for the years ended December 31, 2016 and 2015 would increase/decrease by $32,918 and $56,101, respectively. If the NTD:EUR exchange rate appreciates/depreciates by 5% with all other factors remaining constant, the Group’s net profit after tax for the years ended December 31, 2016 and 2015 would increase/decrease by $617 and $2,957, respectively. If the NTD:CNY exchange rate appreciates/depreciates by 5% with all other factors remaining constant, the Group’s net profit after tax for the years ended December 31, 2016 and 2015 would increase/decrease by $17 and $680, respectively.

  • (v)Total exchange loss including realized and unrealized arising from significant foreign exchange variation on the monetary items held by the Group for the years ended December 31, 2016 and 2015 amounted to $42,982 and $50,793, respectively.

  • II. Price risk

  • The Group has investments classified as financial assets and liabilities at fair value through profit or loss and available-for-sale financial assets (shown in ‘financial assets measured at cost-non-current’). Therefore, the Group is exposed to price risk on equity instruments investments. To manage this risk, the Group has set stop-loss amounts for these instruments. The Group expects no significant market risk.

  • III. Interest rate risk

  • (i)The Group’s interest rate risk arises from short-term borrowings and long-term borrowings. Borrowings issued at variable rates expose the Group to cash flow interest rate risk which is partially offset by cash and cash equivalents held at variable rates.

  • (ii)At December 31, 2016 and 2015, if interest rates had been 10% higher/lower with all other variables held constant, post-tax profit for the years ended December 31, 2016 and 2015 would have been $1,227 and $792 lower/higher, respectively, mainly as a result of higher/lower interest expense on floating rate borrowings.

  • (b) Credit risk

  • I. Credit risk refers to the risk of financial loss to the Group arising from default by the clients or counterparties of financial instruments on the contract obligations. According to the Group’s credit policy, each local entity in the Group is responsible for managing and analyzing the credit risk for each of their new clients before standard payment and delivery terms and conditions are offered. Internal risk control assesses the credit quality of the customers, taking into account their financial position, past experience and other factors with limits set by the board of directors. The utilization of credit limits is regularly monitored. Credit risk arises from cash and cash equivalents, and outstanding receivables. The Group also transacts with many different banks and financial institutions to diversify risk.

~A-58~

  • II. No credit limits were exceeded during the years ended December 31, 2016 and 2015.

  • III. For more information regarding the Group’s credit ratings on its financial assets, please refer to detailed explanation of financial assets in Note 6.

  • (c) Liquidity risk

  • I. Cash flow forecasting is performed by the Group’s treasury department which monitors rolling forecasts of the Group’s liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient headroom on its undrawn committed borrowing facilities at all times so that the Group does not breach borrowing limits or covenants (where applicable) on any of its borrowing facilities.

  • II. The following table comprises the Group’s non-derivative financial liabilities and derivative financial liabilities with gross-amount settlement that are grouped by their maturity. Nonderivative financial liabilities are analyzed from the balance sheet date to the contract maturity date, and derivative financial liabilities are analyzed from the balance sheet date to the expected maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.

cash flows.
December31,2016
Short-term borrowings
Notes payable
Accounts payable
Other payables
Long-term borrowings
Guarantee deposits received
Derivative financial liabilities:
Forward exchange contracts
Non-derivative financial
liabilities:
December31,2015
Short-term borrowings
Notes payable
Accounts payable
Other payables
Guarantee deposits received
Derivative financial liabilities:
Forward exchange contracts
Non-derivative financial
liabilities:
Less than 1year
1,001,072
$ 1,001
69,730
430,202
71,096
21,711
2,822
Less than 1year
1,711,850
$ 995
91,060
336,932
23,397
145
Between 1
and 2years
-
$ -
-
-
164,866
-
-
Between 1
and 2years
-
$ -
-
-
-
-
Between 2
and5 years
-
$ -
-
-
656,660
-
-
Between 2
and5 years
-
$ -
-
-
-
-
More than
5 years
-
$ -
-
-
-
-
-
More than
5 years
-
$ -
-
-
-
-

~A-59~

(3) Fair value estimation

  • A. Details of the fair value of the Group’s financial assets and liabilities not measured at fair value are provided in Note 12(2) A.

  • B. The table below analyses financial instruments measured at fair value, by valuation method. The different levels have been defined as follows:

  • Level 1: Inputs that are quoted prices (unadjusted) in active markets for identical assets or liabilities. A market is regarded as active if it meets all the following conditions: the items traded in the market are homogeneous; willing buyers and sellers can normally be found at any time; and prices are available to the public.

  • Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices). The fair value of the Group’s investment in foreign exchange contracts is included in Level 2.

  • Level 3: Inputs for the asset or liability that are not based on observable market data.

  • C. The related information of financial and non-financial instruments measured at fair value by level on the basis of the nature, characteristics and risks of the assets and liabilities at December 31, 2016 and 2015 is as follows:

2016 and 2015 is as follows:
December31,2016
Liabilities:
Financial liabilities at fair value through
profit or loss – forward foreign
contracts
December31,2015
Liabilities:
Financial liabilities at fair value through
profit or loss – forward foreign
contracts
Level 1

-
$ Level 1

-
$
Level 2
2,822
$ Level 2
145
$
Level3
-
$ Level3
-
$
Total
2,822
$
Total
145
$
  • D. The methods and assumptions the Group used to measure fair value are as follows:

  • (a)Except for financial instruments with active markets, the fair value of other financial instruments is measured by using valuation techniques or by reference to counterparty quotes. The fair value of financial instruments measured by using valuation techniques can be referred to current fair value of instruments with similar terms and characteristics in substance, discounted cash flow method or other valuation methods, including calculated by applying model using market information available at the consolidated balance sheet date.

~A-60~

  • (b)When assessing non-standard and low-complexity financial instruments, for example, debt instruments without active market, interest rate swap contracts, foreign exchange swap contracts and options, the Group adopts valuation technique that is widely used by market participants. The inputs used in the valuation method to measure these financial instruments are normally observable in the market.

  • (c)Forward foreign exchange contracts are usually valued based on the current forward exchange rate.

  • E. For the years ended December 31, 2016 and 2015, there was no transfer between Level 1 and Level 2.

  • F. The Group did not have financial instruments that meet the definition of Level 3 instruments as of December 31, 2016 and 2015.

13. SUPPLEMENTARY DISCLOSURES

According to the policies, only the financial information of the investee for 2016 is supposed to be disclosed based on the financial statements prepared by the same-period auditors. Instead of the adjustments taking into account the consolidation, the financial information is presented in every consolidated entity.

(1) Significant transactions information

  • A. Loans to others: Please refer to table 1.

  • B. Provision of endorsements and guarantees to others: Please refer to table 2.

  • C. Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures): Please refer to table 3.

  • D. Acquisition or sale of the same security with the accumulated cost exceeding $300 million or 20% of the Company’s paid-in capital: None.

  • E. Acquisition of real estate reaching $300 million or 20% of paid-in capital or more: None.

  • F. Disposal of real estate reaching $300 million or 20% of paid-in capital or more: None.

  • G. Purchases or sales of goods from or to related parties reaching $100 million or 20% of paid-in capital or more: Please refer to table 4.

  • H. Receivables from related parties reaching $100 million or 20% of paid-in capital or more: None.

  • I. Trading in derivative instruments undertaken during the reporting periods: Please refer to Note 6(9).

  • J. Significant inter-company transactions during the reporting periods: Please refer to table 5.

(2) Information on investees

Names, locations and other information of investee companies (not including investees in Mainland China): Please refer to table 6.

~A-61~

(3) Information on investments in Mainland China

  • A. Basic information: Please refer to table 7.

  • B. Significant transactions, either directly or indirectly through a third area, with investee companies in the Mainland Area: Please refer to table 8.

14. SEGMENT INFORMATION

(1) General information

The management of the Group has identified the operating segments based on how the Company’s chief operating decision maker regularly reviews information in order to make decisions. The chief operating decision maker manages the Group’s business from geographical and functional perspectives. Geographically, the Group focuses on its sales business in the U.S., Europe and Asia. In addition, the Group categorized its business units into manufacture, sales, research and development and investment management functions, and combines its segments that meet the disclosure threshold as “Others”.

(2) Measurement of segment information

The chief operating decision-maker evaluates the performance of operating segments based on pretax income excluding non-recurring income. For details of operating segments’ accounting policies, please refer to Note 4.

(3) Segment information

The segment information provided to the chief operating decision-maker for the reportable segments is as follows:

For the year ended December 31, 2016

Segment revenue
Revenue from internal customers
Revenue from external customers
Interest income
Depreciation and amortization
Interest expense
Income (loss) from segment before
income tax
Segment assets
Other acquisition of non-current assets
Segment liabilities
ScinoPharm Taiwan,Ltd.
Others
3,888,611
$ 333,364
$ -
191,054
3,888,611
142,310
13,371
14,473
356,628
88,213
11
36,105
821,806
275,319)
(
10,962,274
2,727,353
365,803
136,908
734,481
1,863,055
Total
4,221,975
$ 191,054
4,030,921
27,844
444,841
36,116
546,487
13,689,627
502,711
2,597,536

~A-62~

For the year ended December 31, 2015

Segment revenue
Revenue from internal customers
Revenue from external customers
Interest income
Depreciation and amortization
Interest expense
Income (loss) from segment before
income tax
Segment assets
Other acquisition of non-current assets
Segment liabilities
ScinoPharm Taiwan,Ltd.
Others
3,897,137
$ 294,942
$ -
236,872
3,897,137
58,070
11,067
19,622
400,485
82,034
28
8,990
770,109
236,751)
(
10,425,631
3,008,492
392,835
92,697
568,638
1,807,622
Total
4,192,079
$ 236,872
3,955,207
30,689
482,519
9,018
533,358
13,434,123
485,532
2,376,260

(4) Reconciliation for segment

  • A. The sales between segments were at arms’ length. The external revenues reported to the chief operating decision maker adopt the same measurement basis for revenues in statement of comprehensive income. The reconciliations of pre-tax income between reportable segments and continuing operations were as follows :
continuing operations were as follows:
For theyears ended December31,
2016 2015
Reportable segments profit before
income tax $ 821,806 $ 770,109
Other segments loss before income tax ( 275,319) ( 236,751)
Internal segments profit 264,113 269,526
Profit before income tax $ 810,600 $ 802,884
The amount of total assets provided to the chief operating decision-maker adopts the sam
measurement for assets in the Group's financial statements. A reconciliation of assets o
reportable segments and total assets is as follows:
December31,2016 December31,2015
Assets of reportable segments $ 10,962,274 $ 10,425,631
Assets of other operating segments 2,727,353 3,008,492
Internal segment transaction elimination ( 906,627) ( 1,212,528)
Total assets $ 12,783,000 $ 12,221,595
  • B. The amount of total assets provided to the chief operating decision-maker adopts the same measurement for assets in the Group's financial statements. A reconciliation of assets of reportable segments and total assets is as follows:

~A-63~

  • C. The amount of total liabilities provided to the chief operating decision-maker adopts the same measurement for liabilities in the Group's financial statements. A reconciliation of liabilities of reportable segments and total liabilities is as follows:
December31,2016 December31,2015
Liabilities of reportable segments $ 734,481 $ 568,638
Liabilities of other operating segments 1,863,055 1,807,622
Internal segment transaction elimination ( 42,329) ( 11,658)
Total liabilities $ 2,555,207 $ 2,364,602

(5) Information on product and service

The Group is engaged in the research and development and manufacture of API, as well as the provision of related consulting and technical services. The reconciliations of total segment and operating revenue were as follows:

operating revenue were as follows:
Revenue from sales of products
Revenue from technical services
Others
For theyears ended December31,
2016
3,840,755
$ 190,076
90
4,030,921
$
2015
3,871,561
$ 82,272
1,374
3,955,207
$

(6) Geographical information

Geographical information for the years ended December 31, 2016 and 2015 is as follows:

Taiwan
USA
India
Asia
Europe
Others
Non-current
Revenue
assets
166,644
$ 3,755,409
$ 1,985,533
-
400,738
-
529,415
1,625,143
839,776
-
108,815
-
4,030,921
$ 5,380,552
$ For theyear ended December31,2016
For theyear ended December31,2015 For theyear ended December31,2015
Revenue
166,644
$ 1,985,533
400,738
529,415
839,776
108,815
4,030,921
$
Revenue
154,991
$ 1,639,640
700,044
360,155
882,878
217,499
3,955,207
$
Non-current
assets
3,748,351
$ -
1,693,601
-
-
5,441,952
$

~A-64~

(7) Major customer information

Major customer information of the Group for the years ended December 31, 2016 and 2015 is as follows:

follows:
A
B
Revenue
Segment
1,716,484
$ The Company
112,777

For theyear ended December31,2016
For theyear ended December31,2015
Revenue
1,716,484
$ 112,777
Revenue
1,447,914
$ 512,150
Segment
The Company

~A-65~

Table 1

Expressed in thousands of NTD

ScinoPharm Taiwan, Ltd. and Subsidiaries

Loans to others

For the year ended December 31, 2016

Number Name Name of
counterparty
Account Related
parties
Maximum
balance
Ending
balance
Actual
amount
drawn down
Interest
rate
Nature of
financial
activity
(Note 1)
Total
transaction
amount
Reason
for
financing
Allowance
for
doubtful
accounts
Assets pledged Loan limit
per entity
Maximum
amount
available for loan
Footnote
1 ScinoPharm
(Kunshan)
Biochemical
Technology
Co., Ltd.
ScinoPharm
(Changshu)
Pharmaceuticals,
Ltd.
Other receivables Y 88,236
$
85,907
$
85,907
$
2.00 2 -
$
Additional
operating
capital
-
$

-
$
431,461
$
431,461
$
(Note 2)
  • Note 1: The code represents the nature of financing activities as follows:

1.Trading partner.

  • 2.Short-term financing.

Note 2: (1) For trading partner: the maximum amount for individual trading partner shall not exceed the higher of purchase or sales amount of the most recent year or the current year, the maximum amount for total loan is 20% of its net worth.(2) For short-term financing: the maximum amount for individual is 20% of its net worth, the maximum amount for total loan is 40% of its net worth. If the Company loans to foreign subsidiaries, which the Company holds 100% ownership directly or indirectly, the maximum amount for the subsidiary is 100% of the Company's net worth.

  • Note 3: The numbers in the table that involves foreign currencies are expressed in New Taiwan Dollars according to the exchange rate posted on the date of the consolidated financial statements (CNY:NTD 1:4.644).

A, Table 1, Page 1

ScinoPharm Taiwan, Ltd. and Subsidiaries Provision of endorsements and guarantees to others

Table 2

Expressed in thousands of NTD

For the year ended December 31, 2016

Number Endorser/
guarantor
Party being
endorsed/guaranteed
Party being
endorsed/guaranteed
Limit on
endorsements/
guarantees
provided for a
single party
(Note 2)
Maximum
outstanding
endorsement/
guarantee
amount as of
December 31,
2016
Outstanding
endorsement/
guarantee
amount at
December 31,
2016
Actual amount
drawn down
Amount of
endorsements/
guarantees
secured with
collateral
Ratio of
accumulated
endorsement/
guarantee
amount to net
asset value of
the endorser/
guarantor
company
Ceiling on
total amount of
endorsements/
guarantees
provided
(Note 2)
Provision of
endorsements/
guarantees by
parent
company to
subsidiary
Provision of
endorsements/
guarantees by
subsidiary to
parent
company
Provision of
endorsements/
guarantees to
the party in
Mainland
China
Footnote
Companyname Relationship
with the
endorser/
guarantor
(Note 1)
0 ScinoPharm
Taiwan,
Ltd.
ScinoPharm
(Changshu)
Pharmaceuticals,
Ltd.
1 10,227,793
$
1,740,200
$
1,625,270
$
802,993
$
-
$
15.89% 10,227,793
$
Y N Y

Note 1: The following code represents the relationship with the Company:

  • 1.The endorsed/ guaranteed parent company and its subsidiaries jointly own more than 50% voting shares of the endorser/ guarantor subsidiary.

Note 2: 1.The limit of total amount of endorsement is 50% of the Company's net worth, for 100% directly or indirectly owned subsidiaries, the maximum amount is 100% of its net worth.

The limit of total amount of the Group's endorsement and guarantee is 100% of the Group's net worth.

  1. For any endorsement or guarantee provided by the Company due to business dealings, the amount of endorsement or guarantees shall be limited to the business dealing amount of the most recent year or the current year. The business dealing amount is product purchase or sale amount between the entities, whichever is higher.

Note 3: The numbers in the table that involves foreign currencies are expressed in New Taiwan Dollars according to the exchange rate posted on the date of the consolidated financial statements (CNY:NTD 1:4.644).

A, Table 2, Page 1

ScinoPharm Taiwan, Ltd. and Subsidiaries

Expressed in thousands of NTD

Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures)

December 31, 2016

Table 3

Securities held by Marketable securities Relationship with the
securities issuer
General
ledger account
As of December31,2016 As of December31,2016 Footnote
Number of shares Bookvalue Ownership (%) Fairvalue
ScinoPharm Taiwan, Ltd. Stocks:
Tanvex Biologics, Inc.
SYNGEN, INC.
Foresee Pharmaceuticals
Co., Ltd.
The Company is a director of
Tanvex Biologics, Inc.

Financial assets
measured at cost-
non-current
Financial assets
measured at cost-
non-current
Financial assets
measured at cost-
non-current
28,800,000
245,000
4,358,226
167,673
$
-
196,416
17.00%
7.40%
6.05%
$
-
-
-


A, Table 3, Page 1

ScinoPharm Taiwan, Ltd. and Subsidiaries

Expressed in thousands of NTD

- Purchases or sales of goods from or to related parties reaching $100 million or 20% of paid in capital or more

For the year ended December 31, 2016

Table 4

Purchaser/seller Counterparty Relationship with
the counterparty
Transaction Differences in transaction
terms compared to third
partytransactions
Differences in transaction
terms compared to third
partytransactions
Notes/accounts receivable(payable) Notes/accounts receivable(payable) Footnote
Purchases
(sales)
Amount Percentage of
total purchases
(sales)
Credit term Unitprice Credit term Balance Percentage of
total notes/accounts
receivable(payable)
ScinoPharm
Taiwan, Ltd.
ScinoPharm
(Changshu)
Pharmaceuticals,
Ltd.
ScinoPharm (Changshu)
Pharmaceuticals, Ltd.
ScinoPharm Taiwan, Ltd.
Subsidary (SPT
International, Ltd.)
The Company
Purchases
(Sales)
171,470
$
171,470)
(
19%
(55%)
Closes its accounts 90 days
from the end of each month
after acceptance
Closes its accounts 90 days
from the end of each month
after acceptance
$
-
-

33,100)
($
33,100
(36%)
39%

A, Table 4, Page 1

ScinoPharm Taiwan, Ltd. and Subsidiaries

Table 5

Expressed in thousands of NTD

- Significant inter company transactions during the reporting periods

For the year ended December 31, 2016

Number
(Note 1)
Companyname Counterparty Relationship
(Note 2)
Transaction Transaction
General ledger account Amount Transaction terms Percentage of consolidated total operating
revenues or total assets(Note3)
0
0
0
0
0
1
ScinoPharm Taiwan, Ltd.
ScinoPharm Taiwan, Ltd.
ScinoPharm Taiwan, Ltd.
ScinoPharm Taiwan, Ltd.
ScinoPharm Taiwan, Ltd.
ScinoPharm (Kunshan)
Biochemical Technology
Co., Ltd.
ScinoPharm (Changshu)
Pharmaceuticals, Ltd.
ScinoPharm (Changshu)
Pharmaceuticals, Ltd.
ScinoPharm (Changshu)
Pharmaceuticals, Ltd.
ScinoPharm (Changshu)
Pharmaceuticals, Ltd.
ScinoPharm (Shanghai)
Biochemical Technology,
Ltd.
ScinoPharm (Changshu)
Pharmaceuticals, Ltd.
1
1
1
1
1
3
Purchases
Management service revenue
Accounts payable
Endorsements and guarantees
Management consultancy
fees
Other receivables
171,470
$
15,226)
(
33,100)
(
1,625,270
12,398
87,527
Closes its accounts 90
days from the end
of each month after
acceptance




4%


13%

1%

Note 1: Significant inter-company transactions during the reporting periods are not disclosed since these were corresponding transactions. Only transactions over NT$10 million are material. Note 2: The numbers filled in for the transaction company in respect of inter-company transactions are as follows:

  • (1) Parent company is ‘0’.

  • (2) The subsidiaries are numbered in order starting from ‘1’.

Note 3: Relationship between transaction company and counterparty is classified into the following three categories:

  • (1) Parent company to subsidiary.

  • (2) Subsidiary to parent company.

  • (3) Subsidiary to subsidiary.

  • Note 4: Regarding percentage of transaction amount to consolidated total operating revenues or total assets, it is computed based on period-end balance of transaction to consolidated total assets for balance sheet accounts and based on accumulated transaction amount for the period to consolidated total operating revenues for income statement accounts.

Note 5: The numbers in the table that involves foreign currencies are expressed in New Taiwan Dollars according to the exchange rate posted on the date of the consolidated financial statements (CNY:NTD 1:4.644).

A, Table 5, Page 1

ScinoPharm Taiwan, Ltd. and Subsidiaries

Information on investees

For the year ended December 31, 2016

Table 6

Expressed in thousands of NTD

Investor Investee Location Main business
activities
Initial investment amount Initial investment amount Shares held as at December 31,2016 as at December 31,2016 Net profit (loss)
of the investee for the year
ended December 31,2016
Investment income (loss)
recognized by the Company
for the year ended
December 31,2016
Footnote
Balance as at
December 31,2016
Balance as at
December 31,2015
Number of shares Ownership (%) Book value
ScinoPharm
Taiwan, Ltd.
ScinoPharm
Taiwan, Ltd.
SPT
International,
Ltd.
ScinoPharm
Singapore Pte
Ltd.
Tortola,
British
Virgin
Islands
Singapore
Professional
investment
Professional
investment
1,833,304
$
-
1,833,304
$
-
60,524,644
2
100.00
100.00
816,788
$
66
264,129)
($
16
256,720)
($
16
Subsidary
Subsidary

A, Table 6, Page 1

Information on investments in Mainland China

Expressed in thousands of NTD

ScinoPharm Taiwan, Ltd. and Subsidiaries

For the year ended December 31, 2016

==> picture [23 x 6] intentionally omitted <==

----- Start of picture text -----

Table 7
----- End of picture text -----

Investee in
Mainland China
Main business activities Paid-in capital Investment
method
Accumulated
amount of
remittance from
Taiwan to
Mainland China
as of January 1,
2016
Amount remitted from Taiwan to
Mainland China/
Amount remitted back
to Taiwan for the year ended
December 31,2016
Amount remitted from Taiwan to
Mainland China/
Amount remitted back
to Taiwan for the year ended
December 31,2016
Accumulated
amount
of remittance from
Taiwan to
Mainland China as
of December 31,
2016
Net income of
investee for the
year ended
December 31,
2016
Ownership
held by
the
Company
(direct or
indirect)
Investment income
(loss) recognized
by the Company
for the year ended
December 31, 2016
Note 2
Book value of
investments in
Mainland China as
of December 31,
2016
Accumulated
amount
of investment
income
remitted back to
Taiwan as of
December 31,
2016
Footnote
Remitted to
Mainland China
Remitted back to
Taiwan
ScinoPharm
(Kunshan)
Biochemical
Technology
Co., Ltd.
ScinoPharm
(Changshu)
Pharmaceuticals,
Ltd.
ScinoPharm
(Shanghai)
Biochemical
Technology,
Ltd.
Companyname
Research, development,
and manufacture of
API and new drug, etc.
Research, development,
and manufacture of
API and new drug, sale
produced products, etc.
Import, export and
sales of API and
intermediates, etc.
Accumulated amount of
remittance from Taiwan to
Mainland China
as of December 31,2016
129,000
$
Note 1
1,757,625
Note 1
38,700
Note 1
Investment amount approved by
the Investment Commission of
the Ministry of Economic
Affairs(MOEA)
120,113
$
-
$
1,757,625
-
38,700
-
Ceiling on investments in
Mainland China imposed by the
Investment Commission of MOEA
(Note 3)
-
$
-
-
120,113
$
1,757,625
38,700
10,227)
($
253,827)
(
84
100
100
100
10,227)
($
253,827)
(
84
431,461
$
408,330
20,011
-
$
-
-
Subsidary
Subsidary
Subsidary
ScinoPharm
Taiwan, Ltd.
$
1,955,914
1,955,914
$
6,136,676
$

Note 1: Indirect investment in Mainland China through company set up in a third region, SPT International, Ltd.

Note 2: The investment income (loss) recognized by the Company for the year ended December 31, 2016 was based on audited financial statements of investee companies as of and for the year ended December 31, 2016. Note 3: The ceiling amount is 60% of the higher of net worth or consolidated net worth.

Note 4: The numbers in the table that involves foreign currencies are expressed in New Taiwan Dollars according to the exchange rate posted on the date of the consolidated financial statements (USD:NTD 1:32.25).

A, Table 7, Page 1

Table 8

Expressed in thousands of NTD

ScinoPharm Taiwan, Ltd. and Subsidiaries

Significant transactions conducted with investees in Mainland China directly or indirectly through other companies in the third areas For the year ended December 31, 2016

Provision of

Provision of Provision of
Investee in
Mainland China
Sale(purchase) Propertytransaction Accounts receivable
(payable)
endorsements/guarantees
or collaterals
Financing Others
Amount % Amount % Balance at
December 31,
2016
% Balance at
December 31,
2016
Purpose Maximum balance during
the year ended December
31,2016
Balance at
December 31,2016
Interest rate Interest during the
year ended December
31,2016
ScinoPharm
(Changshu)
Pharmaceuticals,
Ltd.
ScinoPharm
(Shanghai)
Biochemical
Technology,
Ltd.
ScinoPharm
(Kunshan)
Biochemical
Technology,
Ltd.
171,470)
($
-
(
9,861)
(19%)
-
(1%)
-
-
-
-
-
-
33,100)
($
-
-
(37%)
-
-
1,625,270
$
-
-
Secured
financing
amount
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Management
service
revenue
$ 15,226
Research and
development of
expenses
$2,791
Other
receivables of
$ 6,780
Management
consultancy
fee
$ 12,398
Other payables
of $ 2,019
-

A, Table 8, Page 1

Appendix B

REPORT OF INDEPENDENT ACCOUNTANTS TRANSLATED FROM CHINESE

To the Board of Directors and Shareholders of ScinoPharm Taiwan, Ltd.

Opinion

We have audited the accompanying balance sheets of ScinoPharm Taiwan, Ltd. as at December 31, 2016 and 2015, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of the ScinoPharm Taiwan, Ltd. as at December 31, 2016 and 2015, and its parent company only financial performance and its parent company only cash flows for the years then ended in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers”.

Basis for opinion

We conducted our audits in accordance with the “Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants” and generally accepted auditing standards in the Republic of China (ROC GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with the Code of Professional Ethics for Certified Public Accountants in the Republic of China (the “Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Company’s parent company only financial statements of 2016. 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.

~B-1~

Cutoff of export revenue

Description

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

The Company’s sales revenue mainly arose from manufacture and sale of generic drugs and primarily are export sales. The Company recognizes export sales revenue based on the terms and conditions of transactions which vary with different customers. For sales transactions in a certain period around balance sheet date, it is essential to ensure whether the significant risks and rewards of ownership have been transferred to the customers. As revenue recognition of export sales is subject to management’s judgement on whether risks and rewards has been properly transferred, and contains the risk of inappropriate recognition timing, we consider the cutoff of export revenue a key audit matter.

How our audit addressed the matter

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

  1. We obtained understanding and assessed the effectiveness of internal controls over cutoff of sales revenue, and tested the effectiveness of internal controls on shipment and billing.

  2. We checked the completeness and performed cutoff tests on a random basis on the export sales details in a certain period around balance sheet date, which includes checking the terms and conditions of transaction, verifying against supporting documents, and checking whether inventory changes records and sales cost had been recognized in the proper period.

Inventory valuation

Description

Please refer to Note 4(10) for accounting policies on inventory valuation, Note 5(2) for the uncertainty of accounting estimates and assumptions applied on inventory valuation, and Note 6(3) for detailed items of inventories. As of December 31, 2016, the balances of inventory and allowance for inventory valuation losses were $ 2,059,326 thousand and $ 406,894 thousand, respectively.

~B-2~

The Company is primarily engaged in antineoplastic drug and advanced generic drugs. As the manufacturing process is long and complex, causing longer materials lead time, in addition, the waiting period for product registration is long, and customers’ product launch time might be deferred, there is higher risk of incurring loss an inventory valuation. For inventories sold in regular way, the Company measures inventories at the lower of cost and net realisable value. For inventories age over a certain period of time and are individually identified as obsolete inventories, the net realisable value is calculated based on the historical information of inventory turn-over. Since the calculation of net realisable value involves subjective judgement and uncertainty and the ending balance of inventory was material to the financial statements, we consider the valuation of inventory a key audit matter.

How our audit addressed the matter

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

  1. We assessed the reasonableness of provision policies and procedures on allowance for inventory valuation losses, including the historical data of inventory turn-over and judgement of obsolete inventory.

  2. We checked the accuracy of inventory aging report, and recalculated the reasonableness of allowance for inventory valuation losses to ensure the report is consistent with the Company’s policy.

  3. We selected inventory part numbers on a random basis and verified its net realizable value to evaluate the reasonableness of allowance for inventory valuation losses.

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.

~B-3~

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

Those charged with governance, including audit committee, are responsible for overseeing the Company’s financial reporting process.

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

Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ROC GAAS will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these non-consolidated financial statements.

As part of an audit in accordance with ROC GAAS, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

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

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

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

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events

~B-4~

or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

  1. 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.

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

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

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

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

~B-5~

Lin, Yung-Chih

Independent Accountants

Lee, Ming-Hsien

PricewaterhouseCoopers, Taiwan Republic of China March 28, 2017


The accompanying 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 financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

~B-6~

SCINOPHARM TAIWAN, LTD.

PARENT COMPANY ONLY BALANCE SHEETS

(Expressed in thousands of New Taiwan dollars)

Assets Notes
6(1)
6(2)
7
5(2) and 6(3)
6(4)(15)(24)
6(4)(5)(24)
6(6)(7)(24) and 7
5(2) and 6(22)
6(6)(24)
8
December31,2016
AMOUNT
%
$
3,261,712
30
587,329
5
12,018
-
6,780
-
1,652,432
15
198,023
2
5,718,294
52
364,089
3
816,854
8
3,722,375
34
12,633
-
277,852
3
20,401
-
945
-
28,831
-
5,243,980
48
$
10,962,274
100
December31,2015 December31,2015
AMOUNT
$
3,261,712
587,329
12,018
6,780
1,652,432
198,023
5,718,294
364,089
816,854
3,722,375
12,633
277,852
20,401
945
28,831
5,243,980
$
10,962,274
AMOUNT
$
1,981,296
840,479
16,235
5,268
1,942,181
143,031
4,928,490
338,907
1,146,016
3,718,257
12,656
238,020
17,438
1,113
24,734
5,497,141
$
10,425,631
%
Current assets
1100
Cash and cash equivalents
1170
Accounts receivable, net
1200
Other receivables
1210
Other receivables - related parties
130X
Inventory
1410
Prepayments
11XX
Total current assets
Non-current assets
1543
Financial assets measured at cost
- non-current
1550
Investments accounted for under
equity method
1600
Property, plant and equipment
1780
Intangible assets
1840
Deferred income tax assets
1915
Prepayments for equipment
1920
Guarantee deposits paid
1980
Other financial assets - non-
current
15XX
Total non-current assets
1XXX
Total assets
19
8
-
-
19
1
47
3
11
36
-
3
-
-
-
53
100

(Continued)

~B-7~

SCINOPHARM TAIWAN, LTD.

PARENT COMPANY ONLY BALANCE SHEETS

(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity December31,2016
Notes
AMOUNT
%
6(8)
$
2,822
-
1,001
-
56,926
1
7
33,100
-
6(9)(24) and 7
374,790
3
6(22)
110,910
1
62,384
1
641,933
6
6(22)
877
-
6(10)
70,053
1
21,618
-
92,548
1
734,481
7
6(11)(14)
7,603,262
69
6(12)(13)
1,275,660
12
6(11)(14)(22)
460,196
4
22,829
-
869,300
8
6(15)
(
3,454)
-
10,227,793
93
7 and 9
$
10,962,274
100
December31,2015 December31,2015
AMOUNT
$
145
995
32,639
-
314,035
100,009
31,196
479,019
3,368
62,854
23,397
89,619
568,638
7,310,829
1,265,544
396,699
22,829
791,997
69,095
9,856,993
$
10,425,631
%
Current liabilities
2120
Financial liabilities at fair value
through profit or loss - current
2150
Notes payable
2170
Accounts payable
2180
Accounts payable - related parties
2200
Other payables
2230
Current income tax liabilities
2310
Advance receipts
21XX
Total current liabilities
Non-current liabilities
2570
Deferred income tax liabilities
2640
Net defined benefit liabilities -
non-current
2645
Guarantee deposits received
25XX
Total non-current liabilities
2XXX
Total liabilities
Equity
Share capital
3110
Share capital - common stock
3200
Capital surplus
Retained earnings
3310
Legal reserve
3320
Special reserve
3350
Unappropriated earnings
3400
Other equity interest
3XXX
Total equity
Significant contingent liabilities
and unrecognized contract
commitments
3X2X
Total liabilities and equity
-
-
-
-
3
1
-
4
-
1
-
1
5
70
12
4
-
8
1
95
100

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

~B-8~

SCINOPHARM TAIWAN, LTD.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME

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

Items Years ended December31
2016
2015
Notes
AMOUNT
%
AMOUNT
%
6(16)
$
3,888,611
100
$
3,897,137
100
6(3)(10)(20)(21), 7
and 9
(
2,040,535 ) (
53) (
2,231,449) (
57)
1,848,076
47
1,665,688
43
6(2)(10)(20)(21), 7
and 9
(
177,964 ) (
5) (
164,464) (
4)
(
400,236 ) (
10) (
346,991) (
9)
(
203,680 ) (
5) (
233,502) (
6)
(
781,880 ) (
20) (
744,957) (
19)
1,066,196
27
920,731
24
6(2)(17) and 7
40,029
1
38,972
1
6(4)(6)(7)(8)(18)
and 12
(
27,704 ) (
1)
96,240
2
6(19)
(
11 )
- (
28)
-
6(5)
(
256,704 ) (
6) (
285,806) (
7)
(
244,390 ) (
6) (
150,622) (
4)
821,806
21
770,109
20
6(22)
(
163,113 ) (
4) (
135,144) (
4)
$
658,693
17
$
634,965
16
6(10)
($
7,393 )
-
$
6,821
-
6(22)
1,258
- (
1,160)
-
6(15)
(
72,549 ) (
2) (
31,579)
-
($
78,684 ) (
2) ($
25,918)
-
$
580,009
15
$
609,047
16
6(23)
$
0.87
$
0.84
$
0.86
$
0.83
4000
Operating revenue
5000
Operating costs
5900
Net operating margin
Operating expenses
6100
Selling expenses
6200
General and administrative
expenses
6300
Research and development
expenses
6000
Total operating expenses
6900
Operating profit
Non-operating income and
expenses
7010
Other income
7020
Other gains and losses
7050
Finance costs
7070
Share of loss of associates and
joint ventures accounted for
using equity method
7000
Total non-operating income
and expenses
7900
Profit before income tax
7950
Income tax expense
8200
Profit for the year
Other comprehensive income
(loss)
Components of other
comprehensive income that will
not be reclassified to profit or
loss
8311
Other comprehensive income,
before tax, actuarial gains
(losses) on defined benefit plans
8349
Income tax related to
components of other
comprehensive income that will
not be reclassified to profit or
loss
Components of other
comprehensive income that will
be reclassified to profit or loss
8361
Other comprehensive income,
before tax, exchange differences
on translation
8300
Other comprehensive loss for the
year
8500
Total comprehensive income for
the year
Earnings per share (in dollars)
9750
Basic
9850
Diluted

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

~B-9~

SCINOPHARM TAIWAN, LTD.

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY

(Expressed in thousands of New Taiwan dollars)

For the year ended December 31, 2015
Balance at January 1, 2015
Distribution of 2014 net income (Note):
Legal reserve
Cash dividends
Stock dividends
Employee stock option compensation cost
Net income for the year ended December 31, 2015
Other comprehensive loss for the year ended
December 31, 2015
Balance at December 31, 2015
For the year ended December 31, 2016
Balance at January 1, 2016
Distribution of 2015 net income (Note):
Legal reserve
Cash dividends
Stock dividends
Employee stock option compensation cost
Net income for the year ended December 31, 2016
Other comprehensive loss for the year ended
December 31, 2016
Balance at December 31, 2016
Notes Share capital -
common stock
Capital
reserves
Retained Earnings Retained Earnings Retained Earnings Other Equity Total equity
Legal reserve Special
reserve
Undistributed
earnings
Financial
statements
translation
differences of
foreign
operations
6(14)
6(11)(14)
6(12)(13)
6(14)
6(11)(14)
6(12)(13)
$ 7,029,643
-
-
281,186
-
-
-
$ 7,310,829
$ 7,310,829
-
-
292,433
-
-
-
$ 7,603,262
$ 1,257,277
-
-
-
8,267
-
-
$ 1,265,544
$ 1,265,544
-
-
-
10,116
-
-
$ 1,275,660
$
348,285
48,414
-
-
-
-
-
$
396,699
$
396,699
63,497
-
-
-
-
-
$
460,196
$
22,829
-
-
-
-
-
-
$
22,829
$
22,829
-
-
-
-
-
-
$
22,829
$
621,563
(
48,414)
(
140,592)
(
281,186)
-
634,965
5,661
$
791,997
$
791,997
(
63,497)
(
219,325)
(
292,433)
-
658,693
(
6,135)
$
869,300
$
100,674
-
-
-
-
-
(
31,579)
$
69,095
$
69,095
-
-
-
-
-
(
72,549)
($
3,454)
$ 9,380,271
-
(
140,592)
-
8,267
634,965
(
25,918)
$ 9,856,993
$ 9,856,993
-
(
219,325)
-
10,116
658,693
(
78,684)
$ 10,227,793

(Note) The employees' compensation were $868 and $77,011, and directors' and supervisors' remuneration were $8,678 and $11,543 in 2014 and 2015, respectively, which has been deducted from net income for the years.

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

~B-10~

SCINOPHARM TAIWAN, LTD.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax
Adjustments
Adjustments to reconcile profit (loss)
Provision/(reversal of allowance) for doubtful accounts
Loss on inventory market price decline
Provision for obsolescence of supplies
Share of loss of subsidiaries, associates and joint
ventures accounted for under equity method
Gain on disposal of investments accounted for under
the equity method
Depreciation
Loss on disposal of property, plant and equipment
Impairment loss (gain on reversal)
Amortization
Loss (gain) on valuation of financial liabilities
Employee stock option compensation cost
Interest income
Interest expense
Changes in operating assets and liabilities
Changes in operating assets
Notes receivable
Accounts receivable
Other receivables
Other receivables - related parties
Inventories
Prepayments
Changes in operating liabilities
Notes payable
Accounts payable
Accounts payable - related parties
Other payables
Advance receipts
Net defined benefit liabilities - non-current
Cash inflow generated from operations
Interest received
Interest paid
Income tax paid
Net cash flows from operating activities
For theyears ended December31,
Notes
2016
2015
$
821,806
$
770,109
6(2)
564 (
43 )
6(3)
58,489
48,270
9,648
9,119
6(5)
256,704
285,806
6(4)(18)
- (
95,381 )
6(6)(20)
351,428
395,861
6(18)
744
503
6(6)(7)(18)
889 (
4,193 )
6(20)
5,200
4,624
2,677 (
3,524 )
6(12)(13)
10,025
7,844
6(17)
(
13,371 ) (
11,067 )
6(19)
11
28
-
27
252,586 (
317,472 )
4,217 (
904 )
(
1,512 )
5,803
231,260
257,104
(
64,640 ) (
19,465 )
6 (
158 )
24,287 (
11,629 )
33,100
-
35,067
9,343
31,188 (
6,760 )
(
194 )
971
2,050,179
1,324,816
13,371
10,917
(
11 ) (
28 )
(
193,277 ) (
103,122 )
1,870,262
1,232,583

(Continued)

~B-11~

SCINOPHARM TAIWAN, LTD. PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
Increase in financial assets measured at cost - non-current
Cash paid for acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Acquisition of intangible assets
Increase in prepayment for equipment
Decrease in pledged deposits
Increase in other financial assets - non-current
Net cash flows used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
(Decrease) increase in guarantee deposits received
Payment of cash dividends
Net cash flows used in financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
For theyears ended December31,
Notes
2016
2015

($
25,182 ) $
-
6(24)
(
315,517 ) (
479,227 )
484
300
(
5,177 ) (
10,267 )
(
19,421 ) (
25,852 )
168
451
(
4,097 )
-
(
368,742 ) (
514,595 )
(
1,779 )
21,741
6(14)
(
219,325 ) (
140,592 )
(
221,104 ) (
118,851 )
1,280,416
599,137
6(1)
1,981,296
1,382,159
6(1)
$
3,261,712
$
1,981,296

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

~B-12~

ScinoPharm Taiwan, Ltd.

NOTES TO THE PARENT COMPANY ONLY FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015

(EXPRESSED IN thousands of New Taiwan dollars, EXCEPT AS OTHERWISE INDICATED)

1. HISTORY AND ORGANIZATION

  • (1) ScinoPharm Taiwan, Ltd. (the Company) was incorporated as a company limited by shares under the provisions of the Company Act of the Republic of China (R.O.C.) on November 11, 1997. The Company is primarily engaged in the manufacture of western medicines and other chemical materials, biological technology services, intellectual property rights, international trade and research, development and manufacture of Active Pharmaceutical Ingredients (API), albumin medicines, oligonucleotide medicines, peptide medicines, injections and new small molecule drugs, as well as the provision of related consulting and technical services.

  • The Company’s investment plan for the manufacturing of API was approved by the Industrial Development Bureau of MOEA on May 13, 1998 and complies with the standards of important technical industry application.

  • (2) The common shares of the Company have been listed on the Taiwan Stock Exchange since September 2011.

  • (3) Uni-President Enterprises Corp., the Company’s ultimate parent company, holds 37.94% equity interest in the Company.

2. THE DATE OF AUTHORIZATION FOR ISSUANCE OF THE PARENT COMPANY ONLY

FINANCIAL STATEMENTS AND PROCEDURES FOR AUTHORIZATION

These parent company only financial statements were authorized for issuance by the Board of Directors on March 28, 2017.

3. APPLICATION OF NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS

  • (1) Effect of the adoption of new issuances of or amendments to International Financial Reporting Standards (“IFRS”) as endorsed by the Financial Supervisory Commission (“FSC”) None.

  • (2) Effect of new issuances of or amendments to IFRSs as endorsed by the FSC but not yet adopted by the Company

New standards, interpretations and amendments as endorsed by the FSC effective from 2017 are as follows:

Effective date by International Accounting New Standards, Interpretations and Amendments Standards Board Recoverable amount disclosures for non-financial assets (amendments January 1, 2014 to IAS 36)

~ B- 13~

New Standards,Interpretations andAmendments Effective date by
International Accounting
StandardsBoard
Novation of derivatives and continuation of hedge accounting
(amendments to IAS 39)
IFRIC 21, ‘Levies’
Defined benefit plans: employee contributions (amendments to IAS
19R)
Improvements to IFRSs 2010-2012
Improvements to IFRSs 2011-2013
Investment entities: applying the consolidation exception (amendments
to IFRS 10, IFRS 12 and IAS 28)
Accounting for acquisition of interests in joint operations
(amendments to IFRS 11)
IFRS 14, ‘Regulatory deferral accounts’
Disclosure initiative (amendments to IAS 1)
Clarification of acceptable methods of depreciation and amortization
(amendments to IAS 16 and IAS 38)
Agriculture: bearer plants (amendments to IAS 16 and IAS 41)
Equity method in separate financial statements (amendments to IAS 27)
Improvements to IFRSs 2012-2014
January 1, 2014
January 1, 2014
July 1, 2014
July 1, 2014
July 1, 2014
January 1, 2016
January 1, 2016
January 1, 2016
January 1, 2016
January 1, 2016
January 1, 2016
January 1, 2016
January 1, 2016

Except for the following, the above standards and interpretations have no significant impact to the Company’s financial condition and financial performance based on the Company’s assessment.

  • A. Amendments to IAS 36, ‘Recoverable amount disclosures for non-financial assets’

The amendments remove the requirement to disclose recoverable amount when a cash generating unit (CGU) contains goodwill or indefinite lived intangible assets but there has been no impairment. When a material impairment loss has been recognized or reversed for an individual asset, including goodwill, or a CGU, it is required to disclose the recoverable amount of the asset or CGU. If the recoverable amount is fair value less costs of disposal, it is required to disclose the level of the fair value hierarchy, the valuation techniques used and key assumptions.

  • B. Amendments to IAS 1, ‘Disclosure initiative’

This amendment clarifies the presentation of materiality, aggregation and subtotals, the framework of financial report, and the guide for accounting disclosure.

(3) IFRSs issued by IASB but not yet endorsed by the FSC

New standards, interpretations and amendments issued by IASB but not yet included in the IFRSs endorsed by the FSC effective from 2017 are as follows:

~ B- 14~

New Standards,Interpretations andAmendments Effective date by
International Accounting
StandardsBoard
Disclosure initiative (amendments to IAS 7)
Recognition of deferred tax assets for unrealised losses (amendments to
IAS 12)
Annual improvements to IFRSs 2014-2016 cycle - Amendments to
IFRS 12, ‘Disclosure of interests in other entities’
Classification and measurement of share-based payment transactions
(amendments to IFRS 2)
Applying IFRS 9, ‘Financial instruments’ with IFRS 4, ‘Insurance
contracts’ (amendments to IFRS 4)
IFRS 9, ‘Financial instruments’
IFRS 15, ‘Revenue from contracts with customers’
Clarifications to IFRS 15, ‘Revenue from contracts with customers’
(amendments to IFRS 15)
Transfers of investment property (amendments to IAS 40)
IFRIC 22, ‘Foreign currency transactions and advance consideration’
Annual improvements to IFRSs 2014-2016 cycle - Amendments to
IFRS 1, ‘First-time adoption of International Ffinancial Reporting
Standards’
Annual improvements to IFRSs 2014-2016 cycle - Amendments to IAS
28, ‘Investments in associates and joint ventures’
IFRS 16, ‘Leases’
Sale or contribution of assets between an investor and its associate or
joint venture (amendments to IFRS 10 and IAS 28)
January 1, 2017
January 1, 2017
January 1, 2017
January 1, 2018
January 1, 2018
January 1, 2018
January 1, 2018
January 1, 2018
January 1, 2018
January 1, 2018
January 1, 2018
January 1, 2018
January 1, 2019
To be determined by
International Accounting
Standards Board

Except for the following, the above standards and interpretations have no significant impact to the Company’s financial condition and operating results based on the Company’s assessment.

  • A. Amendments to IAS 7, ‘Disclosure initiative’

This amendment requires that an entity shall provide more disclosures related to changes in liabilities arising from financing activities, including both changes arising from cash flows and non-cash changes.

  • B. IFRS 9, ‘Financial instruments

Classification of debt instruments is driven by the entity’s business model and the contractual cash flow characteristics of the financial assets, which would be classified as financial asset at fair value through profit or loss, financial asset measured at fair value through other comprehensive income or financial asset measured at amortised cost. Equity instruments would be classified as financial asset at fair value through profit or loss, unless an entity makes an irrevocable election at inception to present in other comprehensive income subsequent changes in the fair value of an investment in an equity instrument that is not held for trading.

~ B- 15~

C. IFRS 16, ‘Leases’

  • IFRS 16, ‘Leases’, replaces IAS 17, ‘Leases’ and related interpretations and SICs. The standard requires lessees to recognize a 'right-of-use asset' and a lease liability (except for those leases with terms of 12 months or less and leases of low-value assets). The accounting stays the same for lessors, which is to classify their leases as either finance leases or operating leases and account for those two types of leases differently. IFRS 16 only requires enhanced disclosures to be provided by lessors.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies applied in the preparation of these parent company only financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.

(1) Compliance statement

The parent company only financial statements of the Company have been prepared in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers”.

(2) Basis of preparation

  • A. Except for the following items, these parent company only financial statements have been prepared under the historical cost convention:

  • (a)Financial assets and financial liabilities (including derivative instruments) at fair value through profit or loss.

  • (b)Defined benefit liabilities recognized based on the net amount of pension fund assets less present value of defined benefit obligation.

  • B. The preparation of financial statements in compliance with International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the FSC (collectively referred herein as the “IFRSs”) requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the parent company only financial statements are disclosed in Note 5.

(3) Foreign currency translation

  • Items included in the parent company only financial statements of the Company are measured using the currency of the primary economic environment in which the Company operates (the “functional currency”). The parent company only financial statements are presented in NTD, which is the Company’s functional and presentation currency.

  • A. Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions are recognized in profit or loss in the period in which they arise.

~ B- 16~

  • B. Monetary assets and liabilities denominated in foreign currencies at the period end are retranslated at the exchange rates prevailing at the balance sheet date. Exchange differences arising upon re-translation at the balance sheet date are recognized in profit or loss.

  • C. Non-monetary assets and liabilities denominated in foreign currencies held at fair value through profit or loss are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognized in profit or loss. Non-monetary assets and liabilities denominated in foreign currencies held at fair value through other comprehensive income are retranslated at the exchange rates prevailing at the balance sheet date; their translation differences are recognized in other comprehensive income. However, non-monetary assets and liabilities denominated in foreign currencies that are not measured at fair value are translated using the historical exchange rates at the dates of the initial transactions.

  • D. All foreign exchange gains and losses based on the nature of those transactions are presented in the statement of comprehensive income within “other gains and losses”.

  • (4) Classification of current and non-current items

  • A. Assets that meet one of the following criteria are classified as current assets; otherwise they are classified as non-current assets:

    • (a) Assets arising from operating activities that are expected to be realized, or are intended to be sold or consumed within the normal operating cycle;

    • (b) Assets held mainly for trading purposes;

    • (c) Assets that are expected to be realized within twelve months from the balance sheet date;

    • (d) Cash and cash equivalents, excluding restricted cash and cash equivalents and those that are to be exchanged or used to pay off liabilities more than twelve months after the balance sheet date.

  • B. Liabilities that meet one of the following criteria are classified as current liabilities; otherwise they are classified as non-current liabilities:

    • (a) Liabilities that are expected to be paid off within the normal operating cycle;

    • (b) Liabilities arising mainly from trading activities;

    • (c) Liabilities that are to be paid off within twelve months from the balance sheet date;

    • (d) Liabilities for which the repayment date cannot be extended unconditionally to more than twelve months after the balance sheet date. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

(5) Cash equivalents

  • A. Cash equivalents refer to short-term highly liquid investments that are readily convertible to known amount of cash and subject to an insignificant risk of changes in value.

  • B. Time deposits and bills under repurchase agreements that meet the above criteria and are held for the purpose of meeting short-term cash commitment in operations are classified as cash equivalents.

~ B- 17~

(6) Receivables

Accounts receivable are receivables originated by the entity. They are created by the entity by selling goods or providing services to customers in the ordinary course of business. Accounts receivable are initially recognized at fair value and subsequently measured at amortized cost using the effective interest method, less provision for impairment. However, short-term accounts receivable that bear no interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.

(7) Available-for-sale financial assets

  • A. Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified in any of the other categories.

  • B. On a regular way purchase or sale basis, available-for-sale financial assets are recognized and derecognized using trade date accounting.

  • C. Available-for-sale financial assets are initially recognized at fair value plus transaction costs. These financial assets are subsequently remeasured and stated at fair value, and any changes in the fair value of these financial assets are recognized in other comprehensive income. Investments in equity instruments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured or derivatives that are linked to and must be settled by delivery of such unquoted equity instruments are presented in ‘financial assets measured at cost’.

(8) Impairment of financial assets

  • A. The Company assesses at each balance sheet date whether there is objective evidence that a financial asset or a group of financial assets is impaired as a result of one or more events that occurred after the initial recognition of the asset (a ‘loss event’) and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated.

  • B. The criteria that the Company uses to determine whether there is objective evidence of an impairment loss is as follows:

  • (a) Significant financial difficulty of the issuer or debtor;

  • (b) The disappearance of an active market for that financial asset because of financial difficulties;

  • (c) Observable data indicating that there is a measurable decrease in the estimated future cash flows from a group of financial assets since the initial recognition of those assets, although the decrease cannot yet be identified with the individual financial asset in the group, including adverse changes in the payment status of borrowers in the group or national or local economic conditions that correlate with defaults on the assets in the group;

  • (d) Information about significant changes with an adverse effect that have taken place in the technology, market, economic or legal environment in which the issuer operates, and indicates that the cost of the investment in the equity instrument may not be recovered; or

~ B- 18~

  • (e) A significant or prolonged decline in the fair value of an investment in an equity instrument below its cost.

  • C. When the Company assesses that there has been objective evidence of impairment and an impairment loss has occurred, accounting for impairment is made as follows according to the category of financial assets:

  • (a) Financial assets measured at cost

  • The amount of the impairment loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at current market return rate of similar financial asset, and is recognized in profit or loss. Impairment loss recognized for this category shall not be reversed subsequently. Impairment loss is recognized by adjusting the carrying amount of the asset through the use of an impairment allowance account.

  • (b) Financial assets measured at amortized cost

  • The amount of the impairment loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the financial asset’s original effective interest rate, and is recognized in profit or loss. If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment loss was recognized, the previously recognized impairment loss is reversed through profit or loss to the extent that the carrying amount of the asset does not exceed its amortized cost that would have been at the date of reversal had the impairment loss not been recognized previously. Impairment loss is recognized and reversed by adjusting the carrying amount of the asset through the use of an impairment allowance account.

(9) Derecognition of financial assets

The Company derecognizes a financial asset when the contractual rights to receive the cash flows from the financial asset expire.

  • (10) Inventories

Inventories are stated at the lower of cost and net realizable value. Cost is determined using the weighted-average method. The cost of finished goods and work in process comprises raw materials, direct labor, other direct costs and related production overheads (allocated based on normal operating capacity). It excludes borrowing costs. The item by item approach is used in applying the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated cost of completion and applicable variable selling expenses.

(11) Investments accounted for under the equity method / subsidiaries and associates

  • A. A subsidiary is an entity where the Company has the right to dominate its finance and operating policies (including special purpose entities), normally the Company owns more than 50% of the voting rights directly or indirectly in that entity. Subsidiaries are accounted for under the equity method in the Company's non-consolidated financial statements.

~ B- 19~

  • B. Unrealized gains or losses resulting from inter-company transactions with subsidiaries are eliminated. To meet the consistency of accounting policies of the Company, necessary adjustments are made to the accounting policies of the subsidiaries.

  • C. After acquisition of subsidiaries, the Company recognizes proportionately the share of profit and loss and other comprehensive income in the income statement as part of the Company's profit and loss and other comprehensive income, respectively. When the share of loss from a subsidiary exceeds the carrying amount of Company's interest in that subsidiary, the Company continues to recognize its share in the subsidiary's loss proportionately.

  • D. Associates are all entities over which the Company has significant influence but not control. In general, it is presumed that the investor has significant influence, if an investor holds, directly or indirectly 20 per cent or more of the voting power of the investee. Investments in associates are accounted for using the equity method and are initially recognized at cost.

  • E. The Company’s share of its associates’ post-acquisition profits or losses is recognized in profit or loss, and its share of post-acquisition movements in other comprehensive income is recognized in other comprehensive income. When the Company’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Company does not recognize further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate.

  • F. Upon loss of significant influence over an associate, the Company remeasures any investment retained in the former associate at its fair value. Any difference between fair value and carrying amount is recognized in profit or loss.

  • G. When the Company disposes its investment in an associate and loses significant influence over this associate, the amounts previously recognized in other comprehensive income in relation to the associate are reclassified to profit or loss. On the same basis as would be required if the relevant assets or liabilities were disposed of. If it retains significant influence over this associate, then the amounts previously recognized in other comprehensive income in relation to the associate are reclassified to profit or loss proportionately in accordance with the aforementioned approach.

  • H. When the Company disposes its investment in an associate, and loses significant influence over this associate, the amounts previously recognized as capital reserve in relation to the associate are transferred to profit or loss. If it still retains significant influence over this associate, then the amounts previously recognized as capital reserve in relation to the associate are transferred to profit or loss proportionately.

~ B- 20~

  • I. According to “Regulations Governing the Preparation of Financial Statements by Securities Issuers”, ‘profit for the year’ and ‘other comprehensive income for the year’ reported in an entity's parent company only statement of comprehensive income, shall equal to ‘profit for the year’ and ‘other comprehensive income’ attributable to owners of the parent reported in that entity’s consolidated statement of comprehensive income. Total equity reported in an entity’s parent company only financial statements, shall equal to equity attributable to owners of parent reported in that entity’s consolidated financial statements.

(12) Property, plant and equipment

  • A. Property, plant and equipment are initially recorded at cost. Borrowing costs incurred during the construction period are capitalized.

  • B. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognized. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.

  • C. Except for land, other property, plant and equipment apply cost model and are depreciated using the straight-line method to allocate their cost over their estimated useful lives. If each component of property, plant and equipment is significant, it is depreciated separately.

  • D. The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each balance sheet date. If expectations for the assets’ residual values and useful lives differ from previous estimates or the patterns of consumption of the assets’ future economic benefits embodied in the assets have changed significantly, any change is accounted for as a change in estimate under IAS 8, ‘Accounting Policies, Changes in Accounting Estimates and Errors’, from the date of the change. The estimated useful lives of property, plant and equipment are as follows:

are as follows:
Assets
Buildings and structures
Machinery and equipment
Transportation equipment
Office equipment
Other equipment
Estimated useful lives
2

35
years
2

12
years
2

6
years
2

9
years
2

19
years

(13) Intangible assets

Professional skills, computer software, etc. are stated at cost and amortized on a straight-line basis over its estimated useful life of 3 ~ 5 years.

(14) Operating leases (lessee)

Payments made under an operating lease (net of any incentives received from the lessor) are recognized in profit or loss on a straight-line basis over the lease term.

~ B- 21~

(15) Impairment of non-financial assets

  • The Company assesses at each balance sheet date the recoverable amounts of those assets where there is an indication that they are impaired. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell or value in use. When the circumstances or reasons for recognizing impairment loss for an asset in prior years no longer exist or diminish, the impairment loss shall be reversed to the extent of the loss previously recognized in profit or loss. The increased carrying amount due to reversal should not exceed the depreciated or amortized historical cost if the impairment had not been recognized.

(16) Financial liabilities at fair value through profit or loss

  • A. Financial liabilities at fair value through profit or loss are financial liabilities held for trading or financial liabilities designated as at fair value through profit or loss on initial recognition. Financial liabilities are classified in this category of held for trading if acquired principally for the purpose of repurchasing in the short-term. Derivatives are also categorized as financial liabilities held for trading unless they are designated as hedges. Financial liabilities that meet one of the following criteria are designated as at fair value through profit or loss on initial recognition:

  • (a) Hybrid (combined) contracts; or

  • (b) They eliminate or significantly reduce a measurement or recognition inconsistency; or

  • (c) They are managed and their performance is evaluated on a fair value basis, in accordance with a documented risk management policy.

  • B. Financial liabilities at fair value through profit or loss are initially recognized at fair value. Related transaction costs are expensed in profit or loss. These financial liabilities are subsequently remeasured and stated at fair value, and any changes in the fair value of these financial liabilities are recognized in profit or loss.

(17) Notes and accounts payable

  • Notes and accounts payable are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. They are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method. However, short-term accounts payable that bear no interest are subsequently measured at initial invoice amount as the effect of discounting is insignificant.

(18) Financial guarantee contracts

A financial guarantee contract is a contract that requires the Company to make specified payments to reimburse the holder for a loss it incurs because a specified debtor fails to make payment when due in accordance with the original or modified terms of a debt instrument. A financial guarantee contract is initially recognized at its fair value adjusted for transaction costs on the trade date. After initial recognition, the financial guarantee is measured at the higher of the initial fair value less cumulative amortization and the best estimate of the amount required to settle the present obligation

~ B- 22~

on each balance sheet date.

(19) Derecognition of financial liabilities

A financial liability is derecognized when the obligation under the liability specified in the contract is discharged, cancelled or expires.

(20) Offsetting financial instruments

Financial assets and liabilities are offset and reported in the net amount in the balance sheet when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously.

(21) Employee benefits

  • A. Short-term employee benefits

Short - term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in respect of service rendered by employees in a period and should be recognized as expenses in that period when the employees render service.

  • B. Pensions

  • (a) Defined contribution plan

For defined contribution plan, the contributions are recognized as pension expenses when they are due on an accrual basis. Prepaid contributions are recognized as an asset to the extent of a cash refund or a reduction in the future payments.

  • (b) Defined benefit plan

  • i.Net obligation under a defined benefit plan is defined as the present value of an amount of pension benefits that employees will receive on retirement for their services with the Company in current period or prior periods. The liability recognized in the balance sheet in respect of defined benefit pension plan is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The rate used to discount is determined by using interest of government bonds (at the balance sheet date) of a currency and term consistent with the currency and term of the employment benefit obligations. .

  • ii. Remeasurement arising on defined benefit plans are recognized in other comprehensive income in the period in which they arise, and recorded as retained earnings.

~ B- 23~

  • C. Employees’ compensation and directors’ remuneration

  • Employees’ compensation and directors’ remuneration are recognized as expenses and liabilities, provided that such recognition is required under legal or constructive obligation and those amounts can be reliably estimated. Any difference between the resolved amounts and the subsequently actual distributed amounts is accounted for as changes in estimates. If employees’ compensation is distributed by shares, the Company calculates the number of shares based on the closing market price at the previous day of the board meeting resolution.

- (22) Employee share based payment

For the equity-settled share-based payment arrangements, the employee services received are measured at the fair value of the equity instruments granted at the grant date, and are recognized as compensation cost over the vesting period, with a corresponding adjustment to equity. The fair value of the equity instruments granted shall reflect the impact of market vesting conditions and nonmarket vesting conditions. Compensation cost is subject to adjustment based on the service conditions that are expected to be satisfied and the estimates of the number of equity instruments that are expected to vest under the non-market vesting conditions at each balance sheet date. Ultimately, the amount of compensation cost recognized is based on the number of equity instruments that eventually vest.

(23) Income tax

  • A. The tax expense for the period comprises current and deferred tax. Tax is recognized in profit or loss, except to the extent that it relates to items recognized in other comprehensive income or items recognized directly in equity, in which cases the tax is recognized in other comprehensive income or equity.

  • B. The current income tax expense is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in accordance with applicable tax regulations. It establishes provisions where appropriate based on the amounts expected to be paid to the tax authorities. An additional 10% tax is levied on the unappropriated retained earnings and is recorded as income tax expense in the year the stockholders resolve to retain the earnings.

  • C. Deferred income tax is recognized, using the balance sheet liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated statements. However, the deferred income tax is not accounted for if it arises from initial recognition of goodwill or of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is provided on temporary differences arising on investments in subsidiaries except where the timing of the reversal of the temporary difference is controlled by the Company and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred income tax is determined using tax rates (and laws) that have been

~ B- 24~

enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled.

  • D. Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. At each balance sheet date, unrecognized and recognized deferred income tax assets are reassessed.

  • E. Current income tax assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously. Deferred tax assets and liabilities are offset on the balance sheet when the entity has the legally enforceable right to offset current tax assets against current tax liabilities and they are levied by the same taxation authority on either the same entity or different entities that intend to settle on a net basis or realize the asset and settle the liability simultaneously.

  • F. Deferred tax asset shall be recognized for the carry forward of unused tax credits resulting from acquisitions of equipment or technology, research and development expenditures and equity investments to the extent that it is possible that future taxable profit will be available against which the unused tax credits can be utilized.

(24) Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or stock options are shown in equity as a deduction, net of tax, from the proceeds.

(25) Dividends

Dividends are recorded in the Company’s financial statements in the period in which they are approved by the Company’s shareholders. Cash dividends are recorded as liabilities; stock dividends are recorded as stock dividends to be distributed and are reclassified to ordinary shares on the effective date of new shares issuance.

(26) Revenue recognition

  • A. Sales of goods

The Company manufactures and sells Active Pharmaceutical Ingredients (API), intermediates, etc. Revenue is measured at the fair value of the consideration received or receivable taking into account value-added tax, returns, rebates and discounts for the sale of goods to external customers in the ordinary course of the Company’s activities. Revenue arising from the sales of goods is recognized when the Company has delivered the goods to the customer, the amount of sales revenue can be measured reliably and it is probable that the future economic benefits associated with the transaction will flow to the entity. The delivery of goods is completed when the significant risks and rewards of ownership have been transferred to the customer, the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold, and the customer has accepted the goods based on the sales contract or there is objective evidence showing that all acceptance provisions have been satisfied.

~ B- 25~

B. Sales of services

  • The Company provides biochemical technology development consultation and processing services. Revenue from rendering services is recognized under the percentage-of-completion method when the outcome of services provided can be estimated reliably. The stage of completion of a service contract is measured by the percentage of the actual services performed as of the financial reporting date to the total services to be performed by surveys of work performed.

5. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND KEY SOURCES OF

ASSUMPTION UNCERTAINTY

The preparation of these parent company only financial statements requires management to make critical judgments in applying the Company’s accounting policies and make critical assumptions and estimates concerning future events. Assumptions and estimates may differ from the actual results and are continually evaluated and adjusted based on historical experience and other factors. Such assumptions and estimates have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year, and the related information is addressed below:

  • (1) Critical judgments in applying the Company’s accounting policies

  • Financial assets impairment of equity investments

  • The Company follows the guidance of IAS 39 to determine whether a financial asset—equity investment is impaired. This determination requires significant judgment. In making this judgment, the Company evaluates, among other factors, the duration and extent to which the fair value of an equity investment is less than its cost and the financial health of and short-term business outlook for the investee, including factors such as industry and sector performance, changes in technology and operational and financing cash flow.

(2) Critical accounting estimates and assumptions

  • A. Evaluation of inventories

  • (a) As inventories are stated at the lower of cost and net realizable value, the Company must determine the net realizable value of inventories on balance sheet date using judgments and estimates. Due to the rapid technology innovation, the Company evaluates the amounts of normal inventory consumption, obsolete inventories or inventories without market selling value on balance sheet date, and writes down the cost of inventories to the net realizable value. Such an evaluation of inventories is principally based on the demand for the products within the specified period in the future. Therefore, there might be material changes to the evaluation.

  • (b) As of December 31, 2016, the carrying amount of inventories was $1,652,432.

  • B. Realizability of deferred tax assets

  • (a) Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences can be utilized. Assessment of the realizability of deferred tax assets involves critical accounting judgments and estimates of the management, including the assumptions of expected future

~ B- 26~

sales revenue growth rate and profit rate, tax exempt duration, available tax credits, tax planning, etc. Any variations in global economic environment, industrial environment, and laws and regulations might cause material adjustments to deferred income tax assets.

  • (b) As of December 31, 2016, the Company recognized deferred income tax assets amounting to $277,852.

6. DETAILS OF SIGNIFICANT ACCOUNTS

(1) CASH AND CASH EQUIVALENTS

Cash:
Cash on hand
Cash Equivalents:
Time deposits
Checking accounts and
demand deposits
Bill under repurchase agreements
December31,2016
34
$
71,403
71,437
2,904,500
285,775
3,190,275
3,261,712
$
December31,2015
180
$
117,201
117,381
1,564,003
299,912
1,863,915
1,981,296
$
  • A. The Company associates with a variety of financial institutions all with high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote.

  • B. Details of the Company’s time deposits pledged to others as collateral (listed as ‘other financial

  • assets non-current’) as of December 31, 2016 and 2015 are provided in Note 8.

(2) ACCOUNTS RECEIVABLES, NET

ACCOUNTS RECEIVABLES, NET
December 31,2016 December 31,2015
Accounts receivable $ 587,946
$ 840,532
Less: Allowance for doubtful
accounts ( 617) ( 53)
$ 587,329 $ 840,479
  • A. As of December 31, 2016 and 2015, the Company had no accounts receivable classified as ‘past due but not impaired’.

  • B. Movements on the provision for impairment of accounts receivable are as follows:

At January 1
Provision for (reversal of) impairment
At December 31
2016
2015
Group provision
Group provision
53
$
96
$
564
43)
(
617
$
53
$
  • C. The Company’s accounts receivable that were neither past due nor impaired were fully performing in line with the credit standards prescribed based on counterparties’ industrial

~ B- 27~

characteristics, scale of business and profitability.

  • D. The Company does not hold any collateral as security for accounts receivable as of December 31, 2016 and 2015.

(3) INVENTORIES

31, 2016 and 2015.
INVENTORIES
Raw materials
Supplies
Work in process
Finished goods
Raw materials
Supplies
Work in process
Finished goods
December31,2016
Allowance for
Cost
market price decline
327,360
$
66,508)
($
9,139
593)
(
765,869
83,745)
(
956,958
256,048)
(
2,059,326
$
406,894)
($
December31,2015
Bookvalue
260,852
$
8,546
682,124
700,910
1,652,432
$
Bookvalue
162,267
$
10,610
936,815
832,489
1,942,181
$
Allowance for
Cost
market price decline
214,680
$
52,413)
($
11,213
603)
(
992,976
56,161)
(
1,071,717
239,228)
(
2,290,586
$
348,405)
($

The cost of inventories recognized as expense and losses for the year:

2016 2015
Cost of goods sold $ 1,687,721 $ 1,964,054
Loss on scrap inventory 53,811 15,956
Loss on physical inventory 8,910 6,724
Under applied manufacturing overhead 199,752 173,765
Provision for inventory market price
decline 58,489 48,270
$ 2,008,683
$ 2,208,769
FINANCIAL ASSETS MEASURED AT COSTNONCURRENT
December31,2016 December31,2015
Unlisted stocks
Tanvex Biologics, Inc. $ 167,673 $ 167,673
SYNGEN, INC. 4,620 4,620
Foresee Pharmaceuticals Co., Ltd. 196,416 171,234
368,709 343,527
Less: Accumulated impairment ( 4,620) ( 4,620)
$ 364,089 $ 338,907

- - (4) FINANCIAL ASSETS MEASURED AT COST NON CURRENT

~ B- 28~

  • A. Based on the Company’s intension, its investment in Tanvex Biologics, Inc. and SYNGEN, INC. should be classified as available-for-sale financial assets. However, as Tanvex Biologics, Inc. and Syngen, Inc. are not traded in an active market and no sufficient industry information and financial information of similar companies can be obtained, the fair value of the investments in Tanvex Biologics, Inc. and Syngen, Inc. cannot be measured reliably. Accordingly, the Company classified those stocks as ‘financial assets measured at cost’.

  • B. Foreseeacer Pharmaceuticals, Inc. (hereafter, Foreseeacer”), an associate of the Company accounted for under the equity method, entered into a share swap transaction with its controlling shareholder, Foresee Pharmaceuticals, Inc. (hereafter, Foresee Cayman”) during the fourth quarter of 2014, whereby Foresee Cayman issued new shares to swap and recall the outstanding shares of Foreseeacer. The Company obtained approval of such transaction during the Board of Directors’ meeting on November 7, 2014, and the related share swap was completed on January 15, 2015. After the swap, the Company obtained 5,400 thousand preferred shares of Foresee Cayman, consisting of 6.12% of its outstanding preferred shares. However, Foresee Cayman announced its second phase of re-organization plan (the Phase II Plan), in which, one of its fully owned subsidiaries, Foresee Pharmaceuticals Co., Ltd. hereafter, Foresee” will issue new shares to swap and recall all outstanding shares of Foresee Cayman. After engaging in the swap, the Company obtained 4,072 thousand common shares, comprising 6.12% of its outstanding common shares. Based on the guidance and accounting policies of the Company, such share swap transaction should be deemed as disposal of associates accounted for under the equity method, and the new investment will be measured at its fair value. Any difference between fair value and carrying amount is recognized in profit or loss. Any amounts previously recognized as capital surplus or as other comprehensive income in relation to the associate are transferred to profit or loss. However, as the Phase II Plan was completed as of June 30, 2015, the uncertainties regarding the fair value of the final share interests received in the swap has been eliminated. The related gain of $95,381 from the share swap transaction has been recognized upon completion of the Phase II Plan. After a comprehensive assessment, the Company does not have the right to exercise significant influence on the investee company, Foresee Cayman, and accordingly, the related share of interest was classified as ‘available-for-sale financial assets’. However, as the shares of Foresee Cayman are not publicly traded in an active market and its fair value cannot be measured reliably, the Company classified those shares as ‘financial assets measured at cost’.

~ B- 29~

  • C. As of December 31, 2016 and 2015, no financial assets measured at cost held by the Company were pledged to others.

(5) INVESTMENTS ACCOUNTED FOR UNDER THE EQUITY METHOD

SPT International, Ltd.
ScinoPharm Singapore Pte Ltd.
December31,2016
816,788
$
66
816,854
$
December31,2015
1,145,966
$
50
1,146,016
$

A. Subsidiaries

  • For information relating to the Company’s subsidiaries, please refer to Note 4(3), “Basis of consolidation” of the Company and its subsidiaries’ consolidated financial statements for the year ended December 31, 2016.

B. Associates

For the years ended December 31, 2016 and 2015, the Company has no significant associate investments, other relevant investment which has effect on financial performance is as follows:

Profit for the year from continuing
operations
Total comprehensive income
2016
-
$
-
$
2015
754
$
754
$
  • C. The Company was involved in swap exchange with controlling shareholders of an investment accounted for under the equity method. Consequently, the Company lost the significant influence over the investee. For relevant information, please refer to Note 6(4).

  • D. The share of loss of subsidiaries, associates and joint ventures accounted for under the equity method amounted to ($256,704) and ($285,806) for the years ended December 31, 2016 and 2015, respectively.

  • E. The Company does not hold any investment accounted for under the equity method as collateral for the years ended December 31, 2016 and 2015.

~B-30~

(6) PROPERTY, PLANT AND EQUIPMENT

Machinery and
Transportation
Office
Other
January1,2016
Buildings
equipment
equipment
equipment
equipment
Cost
1,983,537
$
4,314,922
$
19,962
$
145,368
$
4,832
$
Accumulated depreciation
680,341)
(
3,148,185)
(
13,782)
(
86,661)
(
2,254)
(
Accumulated impairment
-
13,751)
(
-
-
-
1,303,196
$
1,152,986
$
6,180
$
58,707
$
2,578
$
At January 1
1,303,196
$
1,152,986
$
6,180
$
58,707
$
2,578
$
Additions
-
-
-
-
-
Reclassified from prepayment
for equipment
-
-
-
-
-
Reclassified upon completion
485,491
87,074
-
9,215
-

Depreciation charge
77,630)
(
250,429)
(
1,891)
(
21,272)
(
206)
(
DisposalsCost
-
14,206)
(
405)
(
421)
(
876)
(
'
Accumulated
depreciation
-
12,978
405
421
876
Impairment loss
-
889)
(
-
-
-
At December 31
1,711,057
$
987,514
$
4,289
$
46,650
$
2,372
$
December31,2016
Cost
2,469,028
$
4,387,790
$
19,557
$
154,162
$
3,956
$
Accumulated depreciation
757,971)
(
3,385,636)
(
15,268)
(
107,512)
(
1,584)
(
Accumulated impairment
-
14,640)
(
-
-
-
1,711,057
$
987,514
$
4,289
$
46,650
$
2,372
$
For the year ended December 31, 2016
Construction
inprogress
Total
1,194,610
$
7,663,231
$
-
3,931,223)
(
-
13,751)
(
1,194,610
$
3,718,257
$
1,194,610
$
3,718,257
$
341,205
341,205
16,458
16,458
581,780)
(
-
-
351,428)
(
-
15,908)
(
-
14,680
-
889)
(
970,493
$
3,722,375
$
970,493
$
8,004,986
$
-
4,267,971)
(
-
14,640)
(
970,493
$
3,722,375
$

~B-31~

Machinery and Machinery and Transportation Transportation Office Other Construction Construction
January1,2015 Buildings equipment equipment equipment equipment inprogress Total
Cost $ 1,959,937
$ 4,305,887
$ 19,962
$ 136,667
$ 7,693
$ 919,307 $ 7,349,453
Accumulated depreciation ( 604,736) ( 2,903,815)
( 11,440)
( 69,952) ( 5,154)
- ( 3,595,097)
Accumulated impairment - ( 17,944) - - - - ( 17,944)
$ 1,355,201 $ 1,384,128
$ 8,522 $ 66,715 $ 2,539 $ 919,307 $ 3,736,412
For the year ended December 31, 2015
At January 1 $ 1,355,201
$ 1,384,128
$ 8,522
$ 66,715 $ 2,539 $ 919,307 $ 3,736,412
Additions - - - - - 356,716 356,716
Reclassified from prepayment
for equipment - - - - - 17,600 17,600
Reclassified upon completion 23,600 61,918 - 13,269 226 ( 99,013) -
Depreciation charge ( 75,605) ( 296,450) ( 2,342) ( 21,277) ( 187) - ( 395,861)
DisposalsCost - ( 52,883) - ( 4,568) ( 3,087) - ( 60,538)
'
Accumulated
depreciation - 52,080 - 4,568 3,087 - 59,735
Reversal of impairment loss - 4,193 - - - - 4,193
At December 31 $ 1,303,196 $ 1,152,986
$ 6,180 $ 58,707 $ 2,578 $ 1,194,610
$ 3,718,257
December31,2015
Cost $ 1,983,537
$ 4,314,922
$ 19,962 $ 145,368
$ 4,832 $ 1,194,610
$ 7,663,231
Accumulated depreciation ( 680,341) ( 3,148,185)
( 13,782) ( 86,661) ( 2,254) - ( 3,931,223)
Accumulated impairment - ( 13,751) - - - - ( 13,751)
$ 1,303,196 $ 1,152,986
$ 6,180 $ 58,707 $ 2,578 $ 1,194,610
$ 3,718,257

A. As of and for the years ended December 31, 2016 and 2015, the Company has not capitalized any interest.

B. Information about provision for and reversal of impairment on property, plant and equipment is provided in Note 6(7). C. As of December 31, 2016 and 2015, no property, plant and equipment were pledged to others as collateral.

~B-32~

(7) IMPAIRMENT OF NON-FINANCIAL ASSETS

  • A. The Company recognized impairment loss for the years ended December 31, 2016 and 2015 in

  • the amount of $889 and $ , respectively. The Company reversed the impairment loss recognized

  • in prior period amounting to $ and $4,193 for the years ended December 31, 2016 and 2015, respectively, (listed as ‘other gains and losses’) as some of the idle machineries were again utilized in production. For details of accumulated impairment, please refer to Note 6(6).

  • B. The impairment loss and the reversal of impairment reported by operating segments are as follows:


Department
ScinoPharm Taiwan
Recognized in other
Recognized in other
Recognized in
comprehensive
Recognized in
comprehensive
profit or loss
income
profit or loss
income
889
$
-
$
4,193)
($
-
$
For the year ended
For the year ended
December31,2016
December31,2015
For the year ended
December31,2015
For the year ended
December31,2015

Recognized in
profit or loss
889
$
Recognized in other
comprehensive
income
-
$

(8) FINANCIAL LIABILITIES AT FAIR VALUE THROUGH PROFIT OR LOSS

Liabilities
Current items:
Financial liabilities held for trading
Non-hedging derivatives
December31,2016
2,822
$
December31,2015
145
$
  • A. The Company recognized net gain (loss) on financial liabilities held for trading amounting to $3,981 and ($14,941) for the years ended December 31, 2016 and 2015, respectively (listed as ‘other gains and losses’).

  • B. Contract information about non-hedging derivative instrument transactions is as follows:

Items
Forward foreign exchange contracts
Items
Forward foreign exchange contracts
ContractAmount
USD 6,940,000
ContractAmount
USD 5,400,000
December
December
31,2016
ContractPeriod
11.2016~2.2017
31,2015
ContractPeriod
11.2015~2.2016

The Company entered into forward foreign exchange contracts to hedge exchange rate risk of operations. However, these forward foreign exchange contracts are not accounted for under hedge accounting.

(9) OTHER PAYABLES

accounting.
OTHER PAYABLES

Accrued salaries and bonuses

Payables on equipment
Others
December31,2016

137,962
$
70,505
166,323
374,790
$
December31,2015
114,164
$
44,817
155,054
314,035
$

~B-33~

(10) PENSIONS

  • A. (a) The Company has set up a defined benefit pension plan in accordance with the Labor Standards Law, which applies to all regular employees’ service years prior to the enforcement of the Labor Pension Act (the “Act”) on July 1, 2005 and service years thereafter of employees who chose to continue to be covered under the pension scheme of the Labor Standards Law after the enforcement of the Act. In accordance with the Company's retirement plan, an employee may retire when the employee either (i) attains the age of 55 with 15 years of service, (ii) has more than 25 years of service, (iii) has reached the age of 65, or (iv) is incapacitated to work (compulsory retirement). The employees earn two units for each year of service for the first 15 years, and one unit for each additional year thereafter up to a maximum of 45 units. Any fraction of a year equal to or more than six months shall be counted as one year of service, and any fraction of a year less than six months shall be counted as half a year. According to the provisions, employees who retired due to their duties shall get additional 20%. Pension payments are based on the number of units earned and the average salary of the last six months prior to retirement. Calculation of average salary is in accordance with the Labor Standards Law of the R.O.C. The Company contributes monthly an amount equal to 2% of the employees' monthly salaries and wages to the retirement fund deposited with Bank of Taiwan under the name of the independent retirement fund committee. Also, the Company would assess the balance in the aforementioned labor pension reserve account by December 31, every year. If the account balance is not enough to pay the pension calculated by the aforementioned methods to the employees expected to qualify for retirement in the following year, the Company will make contribution for the deficit by the end of March next year.

  • (b) The amounts recognized in the balance sheet are as follows:

December 31,2016 December 31,2015
Present value of defined benefit obligations $ 118,242 $ 111,292
Fair value of plan assets ( 48,189) ( 48,438)
Net defined benefit liability $ 70,053 $ 62,854

~B-34~

(c) Movements in net defined liabilities are as follows:

YearendedDecember31,2016 Present value of
defined benefit
obligation
Fair value of
planassets
Net defined
benefitliability
111,292
$
1,926
1,892
115,110
-
3,950
3,064
7,014
-
3,882)
(
118,242
$
Present value of
defined benefit
obligation
48,438)
($
-
823)
(
49,261)
(
379
-
-
379
3,189)
(
3,882
48,189)
($
Fair value of
planassets
62,854
$
1,926
1,069
65,849
379
3,950
3,064
7,393
3,189)
(
-
70,053
$
Net defined
benefitliability
At January 1
Current service cost
Interest expense (income)
Remeasurements:
Return on plan assets
(excluding amounts
included in interest
income or expense)
Change in financial
assumptions
Experience adjustments
Pension fund contribution
Paid pension
At December 31
YearendedDecember31,2015
113,369
$
2,634
2,267
118,270
-
3,764
10,302)
(
6,538)
(
-
440)
(
111,292
$
44,665)
($
-
893)
(
45,558)
(
283)
(
-
-
283)
(
3,037)
(
440
48,438)
($
68,704
$
2,634
1,374
72,712
283)
(
3,764
10,302)
(
6,821)
(
3,037)
(
-
62,854
$
At January 1
Current service cost
Interest expense (income)
Remeasurements:
Return on plan assets
(excluding amounts
included in interest
income or expense)
Change in financial
assumptions
Experience adjustments
Pension fund contribution
Paid pension
At December 31

~B-35~

(d) The Bank of Taiwan was commissioned to manage the Fund of the Company’s defined benefit pension plan in accordance with the Fund’s annual investment and utilization plan and the “Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund” (Article 6: The scope of utilization for the Fund includes deposit in domestic or foreign financial institutions, investment in domestic or foreign listed, overthe-counter, or private placement equity securities, investment in domestic or foreign real estate securitization products, etc.). With regard to the utilization of the Fund, its minimum earnings in the annual distributions on the final financial statements shall be no less than the earnings attainable from the amounts accrued from two-year time deposits with the interest rates offered by local banks. If the earnings is less than aforementioned rates, government shall make payment for the deficit after being authorized by the Regulator. The Company has no right to participate in managing and operating that fund and hence the Company is unable to disclose the classification of plan asset fair value in accordance with IAS 19 paragraph 142. The composition of fair value of plan assets as of December 31, 2016 and 2015 is given in the Annual Labor Retirement Fund Utilization Report announced by the government.

  • (e) The principal actuarial assumptions used were as follows:
Discount rate
Future salary increases
2016
1.40%
3.00%
2015
1.70%
3.00%

Assumptions regarding future mortality experience are set based on actuarial advice in accordance with published statistics and experience according to Taiwan Life Insurance industry 5[th] Mortality Table for the years ended December 31, 2016 and 2015.

Because the main actuarial assumption changed, the present value of defined benefit obligation is affected. The analysis was as follows:

December 31, 2016
Effect on present value of
defined benefit obligation
December 31, 2015
Effect on present value of
defined benefit obligation
Increase 0.25%
Decrease 0.25%
3,304)
($
3,438
$
2,970)
($
3,493
$
Discountrate
Increase 0.25%
Decrease 0.25%
3,304)
($
3,438
$
2,970)
($
3,493
$
Discountrate
Increase 0.25%
Decrease 0.25%
3,304)
($
3,438
$
2,970)
($
3,493
$
Discountrate
Increase 0.25%
Decrease 0.25%
3,081
$
2,982)
($
3,109
$
2,719)
($
Future salaryincreases
Increase 0.25%
Decrease 0.25%
3,081
$
2,982)
($
3,109
$
2,719)
($
Future salaryincreases
Increase 0.25%
Decrease 0.25%
3,081
$
2,982)
($
3,109
$
2,719)
($
Future salaryincreases
3,304)
($
2,970)
($
3,438
$
3,493
$
3,081
$
3,109
$
2,982)
($
2,719)
($

The sensitivity analysis above was arrived at based on one assumption which changed while the other conditions remain unchanged. In practice, more than one assumption may change all at once. The method of analysing sensitivity and the method of calculating net pension liability in the balance sheet are the same.

The method and types of assumptions used in preparing the sensitivity analysis did not change compared to the previous year.

~B-36~

  • (f) Expected contribution to the defined benefit pension plan of the Company for 2017 is $3,120.

  • (g) As of December 31, 2016, the weighted average duration of that retirement plan is 12 years. The analysis of timing of the future pension payment was as follows:

The analysis of timing of the future pension payment was as follows:
Within 1 year
25 years
Over 6 years
9,749
$
17,903
130,480
158,132
$
  • B. Effective July 1, 2005, the Company has established a defined contribution pension plan (the “New Plan”) under the Labor Pension Act (the “Act”), covering all regular employees with R.O.C. nationality. Under the New Plan, the Company contributes monthly an amount based on 6% of the employees’ monthly salaries and wages to the employees’ individual pension accounts at the Bureau of Labor Insurance. The benefits accrued are paid monthly or in lump sum upon termination of employment. The net pension costs recognized under the defined contribution plan were $22,661 and $21,849 for the years ended December 31, 2016 and 2015, respectively.

(11) SHARE CAPITAL

  • A. Movements in the number of the Company’s ordinary shares outstanding are as follows (in thousands of shares):
ousands of shares):
At January 1
Capitalization of retained earnings
At December 31
For theyears ended December31,
2016
731,083
29,243
760,326
2015
702,964
28,119
731,083
  • B. On June 23, 2015, the Company’s shareholders adopted a resolution to issue shares of common stock due to capitalization of retained earnings of $281,186 and obtained approval from the SFC. The effective date of capitalization was set on August 14, 2015. After the event of capitalization mentioned above, the Company’s total authorized capital was $10,000,000, and the paid-in capital was $7,310,829 (731,083 thousand shares) with a par value of $10 (in dollars) per share.

  • C. On June 27, 2016, the Company’s shareholders adopted a resolution to issue shares of common stock due to capitalization of retained earnings of $292,433 and obtained approval from the SFC. The effective date of capitalization was set on August 16, 2016. After the capitalization mentioned above, the Company’s total authorized capital was $10,000,000 and the paid-in capital was $7,603,262 (760,326 thousand shares) with a par value of $10 (in dollars) per share.

  • D. As of on December 31, 2016, the Company’s authorized capital was $10,000,000 and the paidin capital was $7,603,262 (760,326 thousand shares) with a par value of $10 (in dollars) per share. All proceeds from shares issued have been collected.

~B-37~

(12) CAPITAL REAERVE

  • A. Pursuant to the R.O.C. Company Act, capital reserve arising from paid-in capital in excess of par value on issuance of common stock and donations shall be exclusively used to cover accumulated deficit or, distribute cash or stocks in proportion to their share ownership, provided that the Company has no accumulated deficit. Further, the R.O.C. Securities and Exchange Act requires that the capital reserve to be capitalized mentioned above should not exceed 10% of the paid-in capital each year. Capital reserve should not be used to cover accumulated deficit unless the legal reserve is insufficient.

  • B. Movements in the Company’s capital reserve are as follows:

Movements in the Company’s capital reserve are as follows: capital reserve are as follows: capital reserve are as follows:
At January 1
Employee stock options
compensation
Company
Subsidiaries
At December 31
At January 1
Employee stock options
cost
Company
Subsidiaries
At December 31
For theyear ended December31,2016
Share premium
Stockoptions
Total
1,233,286
$
32,258
$
1,265,544
$
-
10,025
10,025
-
91
91
1,233,286
$
42,374
$
1,275,660
$
Forthe yearendedDecember31,2015
Total
1,265,544
$
10,025
91
1,275,660
$
Share premium
1,233,286
$
-
-
1,233,286
$
Stockoptions
23,991
$
7,844
423
32,258
$
Total
1,257,277
$
7,844
423
1,265,544
$

(13) SHARE-BASED PAYMENT

  • A. The Company issued 1 million units, 1.5 million units and 1.5 million units of employee stock options on December 3, 2013, November 6, 2015 and October 14, 2016, respectively (the Grant Date). The exercise prices of the options were set at $91.70 (in dollars), $41.65 dollars (in dollars) and $40.55 (in dollars), respectively, which were based on the closing market price of the Company’s common shares on the grant date. Each option was granted the right to purchase one share of the Company’s common stocks. The exercise price is subject to further adjustments when there is change in share numbers of the Company’s common stocks after the Grant Date. (As of December 31, 2016, for the issued 1 million units, 1.5 million units and 1.5 million units of employee stock options, the exercise price adjusted based on the specific formula was $80.20 (in dollars) per share, $40.00 (in dollars) per share and $40.55(in dollars) per share, respectively.) Contract period of the employee stock option plans is 10 years, and options are exercisable in 2 years after the Grant Date. The Company recognized compensation cost relating to the employee stock options plan of $10,025 and $7,844 for the years ended December 31, 2016 and 2015,

~B-38~

respectively.

  • B. Details of the share-based payment arrangement are as follows:
For theyear ended December31,2016 For theyear ended December31,2016 For theyear ended December31,2016 For theyear ended December31,2016
Weighted-average
No. of options exercise price
(unitinthousands ) (indollars)
Options outstanding at beginning of the year 2,348 $ 56.92
Options granted 1,500 40.55
Options forfeited ( 391) 62.47
Options outstanding at end of the year 3,457 48.03
Options exercisable at end of the year 503 80.20
Forthe yearendedDecember31,2015
Weighted-average
No. of options exercise price
(unit in thousands) (in dollars)
Options outstanding at beginning of the year 1,000 $ 91.70
Options granted 1,500 41.65
Options forfeited ( 152) 80.40
Options outstanding at end of the year 2,348 56.92
Options exercisable at end of the year 430 83.40
The exercise prices of the employee stock options outstanding on the balance sheet date is a
follows:
December31,2016 December31,2015
No. of stocks Exercise price No. of stocks Exercise price
Grant date
Expiry date
(unitinthousands) (indollars) (unitinthousands) (indollars)
12.3.2013
12.2.2023
670 $ 80.20 859 83.40
$
11.6.2015
11.5.2025
1,299 40.00 1,489 41.65
10.14.2016 10.13.2026 1,488 40.55 - -
  • C. The exercise prices of the employee stock options outstanding on the balance sheet date is as follows:

  • D. The fair value of the Company’s employee stock option on grant date was evaluated using the combination of Hull & White and the Ritchken trinomial option valuation model. Related information is as follows:

~B-39~

Type of
arrangement
Grant date

Employee
12.3.2013
stock options
Employee
11.6.2015
stock options
Employee
10.14.2016
stock options
Stock
price
(in dollars)

91.70
$
41.65
40.55
Exercise
price
(in dollars)
91.70
$
41.65
40.55
Price
volatility
28.50%
(Note)
37.63%
(Note)
37.20%
(Note)
Option
Interest
life
Dividends
rate
10 years
1.5%
1.7145%
10 years
1.5%
1.2936%
10 years
1.5%
0.9223%
Fair
value
per unit
(in dollars)
26.045
$
13.799
13.171
  • Note: According to daily returns of the Company’s stock for the previous year, the annualized volatility is 28.50%, 37.63% and 37.20%, respectively.

(14) RETAINED EARNINGS

  • A. Pursuant to the amended R.O.C. Company Act, the current year's after-tax earnings should be used initially to cover any accumulated deficit; thereafter 10% of the remaining earnings should be set aside as legal reserve until the balance of legal reserve is equal to that of paid-in capital. The legal reserve shall be exclusively used to cover accumulated deficit, to issue new stocks, or to distribute cash to shareholders in proportion to their share ownership. The use of legal reserve for the issuance of stocks or cash dividends to shareholders in proportion to their share ownership is permitted, provided that the distribution of the reserve is limited to the portion in excess of 25% of the Company’s paid-in capital

  • B. Since the Company is in an ever-changing industry, the Board of Directors takes future budgeted capital expenditure and fund requirements into consideration to make the earnings appropriation decision and adopt proper dividend policies. According to the Company’s Articles of Incorporation, 10% of the annual net income, after offsetting any loss of prior years and paying all taxes and dues, shall be set aside as legal reserve. The remaining net income and the unappropriated retained earnings from prior years can be distributed in accordance with a resolution passed during a meeting of the Board of Directors and approved at the stockholders' meeting. Of the amount to be distributed by the Company, stockholders’ dividends shall comprise 50% to 100% of the unappropriated retained earnings, and the percentage of cash dividends shall not be less than 30% of dividends distributed.

  • C. In accordance with the regulations, the Company shall set aside special reserve for the debit balance on other equity items at the balance sheet date before distributing earnings. When debit balance on other equity items is reversed subsequently, the reversed amount could be included in the distributable earnings. The amounts previously set aside by the Company as special reserve on initial application of IFRSs in accordance with Jin-Guan-Zheng-Fa-Zi Letter No. 1010012865, dated April 6, 2012, shall be reversed proportionately when the relevant assets are used, disposed of or reclassified subsequently.

~B-40~

  • D. The Company recognized cash dividends and stock dividends distributed to owners amounting to $219,325 ($0.30 (in dollars) per share) and $292,433 ($0.40 (in dollars) per share) for the year ended December 31, 2016, respectively, and $140,592 ($0.20 (in dollars) per share) and $281,186 ($0.40 (in dollars) per share) for the year ended December 31, 2015, respectively. On March 28, 2017, the Board of Directors proposed for the distribution of cash dividends of $228,098 ($0.30 (in dollars) per share) and stock dividends of $304,130 ($0.40 (in dollars) per share) for the year 2016.

(15) OTHER EQUITY ITEMS

For the years ended December 31,

2016 2015
At January 1 $ 69,095 $ 100,674
Currency translation differences-group ( 72,549) ( 26,755)
Disposal (Note) - ( 4,824)
At December 31 ($ 3,454) $ 69,095

Note: The Company has lost significant influence due to adoption of equity evaluation of investees and stock swap transactions between the controlling shareholders, treated as disposal adapts investment under equity method and be removed original stake holding percentage be listed as other related equity item, please refer to Note 6(4).

(16) OPERATING REVENUE

OPERATING REVENUE
Forthe years endedDecember31,
2016 2015
Sales revenue $ 3,865,240 $ 3,865,958
Less: Sales returns ( 64,812) ( 18,348)
Sales discounts ( 6,984) ( 31,549)
Technical service revenue 95,167 81,076
$ 3,888,611 $ 3,897,137

(17) OTHER INCOME

OTHER INCOME
Interest income from bank deposits
Management service revenue
Compensation revenue
Others
Forthe years endedDecember31,
2016
13,371
$
15,226
7,404
4,028
40,029
$
2015
11,067
$
11,843
9,741
6,321
38,972
$

~B-41~

(18) OTHER GAINS AND LOSSES

Forthe years endedDecember31, Forthe years endedDecember31, Forthe years endedDecember31,
2016 2015
Net gain (loss) on financial assets/liabilities
at fair value through profit or loss $ 3,981 ($ 14,941)
Gain on disposal of investments - 95,381
Loss on disposal of property, plant,
and equipment ( 744) ( 503)
(Provision for) reversal of impairment ( 889) 4,193
Net currency exchange (loss) gain ( 13,555) 32,161
Others ( 16,497) ( 20,051)
($ 27,704) $ 96,240

(19) FINANCE COSTS

Interest expense:
Bank borrowings
Forthe years endedDecember31, Forthe years endedDecember31,
2016
11
$
2015
28
$

(20) EXPENSES BY NATURE

EXPENSES BY NATURE
Employee benefit expense
Depreciation
Amortization
Employee benefit expense
Depreciation
Amortization
Forthe yearendedDecember31,2016
Operating cost
Operating expense
Total
374,908
$
322,577
$
697,485
$
276,907
74,521
351,428
2,285
2,915
5,200
654,100
$
400,013
$
1,054,113
$
Forthe yearendedDecember31,2015
Total
Operatingcost

371,090
$
319,960
1,749
692,799
$
Operatingexpense
284,105
$
75,901
2,875
362,881
$
Total
655,195
$
395,861
4,624
1,055,680
$

~B-42~

(21) EMPLOYEE BENEFIT EXPENSE

Salaries and wages
Labor and health insurance expenses
Pension costs
Other personnel expenses
Salaries and wages
Labor and health insurance expenses
Pension costs
Other personnel expenses
Forthe yearendedDecember31,2016 Forthe yearendedDecember31,2016 Forthe yearendedDecember31,2016
Operating cost
Operating expense
Total
321,631
$
282,020
$
603,651
$
26,522
17,488
44,010
15,730
9,926
25,656
11,025
13,143
24,168
374,908
$
322,577
$
697,485
$
Forthe yearendedDecember31,2015
Total
603,651
$
44,010
25,656
24,168
697,485
$
Operating cost

319,585
$
26,783
15,424
9,298
371,090
$
Operating expense
246,737
$
15,066
10,433
11,869
284,105
$
Total
566,322
$
41,849
25,857
21,167
655,195
$
  • A. As of December 31, 2016 and 2015, the Company had 610 and 616 employees, respectively.

  • B. According to the Articles of Incorporation of the Company, a ratio of profit of the current year distributable, after covering accumulated losses, shall be distributed as employees’ compensation and directors’ remuneration. The ratio shall not be lower than 2% for employees’ compensation and shall not be higher than 2% for directors’ remuneration.

  • C. For the years ended December 31, 2016 and 2015, employees’ compensation was accrued at $82,181 and $67,511, respectively; directors’ remuneration was accrued at $11,734 and $11,429, respectively. The aforementioned amounts were recognized in salary expenses. The expenses recognized for the period were accrued based on the earnings of current year and the percentage specified in the Articles of Incorporation of the Company. The employees’ compensation and directors’ remuneration resolved by the Board of Directors on March 28, 2017 were $82,181 and $11,734, respectively, and the employees’ compensation will be distributed in the form of cash. The actual amount approved at the Board of Directors’ meeting for employees’ compensation and directors’ remuneration for 2015 was $88,554, which was different from the estimated amount of $78,940 recognized in the 2015 financial statements by $9,614. Such difference mainly resulted from estimation, and was recognized in profit or loss for 2016.

Information about the appropriation of employees’ compensation and directors’ remuneration of the Company as resolved by the Board of Directors will be posted in the “Market Observation Post System” at the website of the Taiwan Stock Exchange.

~B-43~

(22) INCOME TAX

A. Income tax expense

(a)Components of income tax expense:

ME TAX
come tax expense
)Components of income tax expense:
Current income tax:
Current tax on profits for the year

10% tax on unappropriated retained earnings
Prior year income tax under (over) estimate
Total current tax
Deferred income tax:
Origination and reversal of temporary differences
(
Income tax expense
2016
2015
195,170
$
176,862
$
6,537
1,214
2,471
2,683)
(
204,178
175,393
41,065)

40,249)
(
163,113
$
135,144
$
Forthe years endedDecember31,
2016
195,170
$
6,537
2,471

204,178
41,065)


163,113
$

(b) The income tax relating to components of other comprehensive income is as follows:

Forthe years endedDecember Forthe years endedDecember Forthe years endedDecember 31,
2016 2015
Remeasurement of defined benefit obligation ($ 1,258) $ 1,160
econciliation between income tax expense and accounting profit
Forthe years ended December 31,
2016 2015
Income tax at statutory tax rate $ 139,707 $ 130,919
Effect of items disallowed by tax regulation 14,749 6,058
Effect of investment tax credits ( 351) ( 364)
10% tax on unappropriated retained earnings 6,537 1,214
Prior year income tax under (over) estimate 2,471 ( 2,683)
Income tax expense $ 163,113 $ 135,144

B. Reconciliation between income tax expense and accounting profit

~B-44~

C. Amounts of deferred tax assets or liabilities as a result of temporary differences are as follows:

Forthe yearendedDecember31, Forthe yearendedDecember31, Forthe yearendedDecember31, Forthe yearendedDecember31, Forthe yearendedDecember31, Forthe yearendedDecember31, Forthe yearendedDecember31, Forthe yearendedDecember31, Forthe yearendedDecember31, 2016 2016 2016
Recognized
in other
Recognized in comprehensive
January1 profit or loss income December31
Temporary differences:
Deferred tax assets:
Investment loss $ 200,515
$ 41,900 $ - $ 242,415
Technology know-how 21,570 ( 3,698) - 17,872
Pensions 10,685 ( 33) 1,258 11,910
Employee benefits - unused 2,888 ( 202) - 2,686
compensated absences
Impairment of assets 2,337 152 - 2,489
Unrealized loss on
financial liabilities 25 455 - 480
$ 238,020
$ 38,574 $ 1,258 $ 277,852
Deferred tax liabilities:
Unrealized gain on
currency exchange ( 3,368) 2,491 - ( 877)
$ 234,652
$ 41,065 $ 1,258 $ 276,975
Forthe yearended December31,2015
Recognized
in other
Recognized in comprehensive
January1 profit or loss income December31
Temporary differences:
Deferred tax assets:
Investment loss 155,012
$
$ 45,503 $ - $ 200,515
Technology know-how 25,268 ( 3,698) - 21,570
Pensions 11,680 165 ( 1,160) 10,685
Employee benefits - unused
compensated absences 3,085 ( 197) - 2,888
Impairment of assets 3,050 ( 713)
- 2,337
Unrealized loss on
financial liabilities 624 ( 599) - 25
198,719
$
$ 40,461 ($ 1,160) $ 238,020
Deferred tax liabilities:
Unrealized gain on
currency exchange ( 3,156) ( 212) - ( 3,368)
195,563
$
$ 40,249 ($ 1,160) $ 234,652

~B-45~

  • D. The Company has not recognized taxable temporary differences associated with investment in subsidiaries as deferred tax liabilities. As of December 31, 2016 and 2015, the amounts of temporary differences unrecognized as deferred tax liabilities were $277,644 and $287,871, respectively.

  • E. The Company’s income tax returns through 2015 have been assessed and approved by the Tax Authority, and there were no disputes existing between the Company and the Authority as of March 28, 2017.

  • F. The Company’s unappropriated retained earnings listed on the balance sheet as of December 31, 2016 and 2015 were all generated after the year 1998.

  • G. As of December 31, 2016 and 2015, the balance of the Company’s imputation tax credit account was $240,791 and $180,052, respectively. The earnings distribution for 2015 and 2014 were approved at the stockholders’ meeting on June 27, 2016 and June 23, 2015, respectively, and the date of dividend distribution were set on August 16, 2016 and August 14, 2015, respectively, by the Board of Directors. The creditable tax rate were 23.04% and 23.48%, respectively. The creditable tax rate for 2016 is expected to be 23.81%. The creditable tax rate will be based on the actual imputation tax credit account on the distribution date for the earnings of 2016, thus, the credit account may be subject to appropriate adjustments according to tax regulations.

(23) EARNINGS PER SHARE (“EPS”)

Basic earnings per share
Profit attributable to ordinary
stockholders
Diluted earnings per share
Profit attributable to ordinary
stockholders
Assumed conversion of all
dilutive potential ordinary
shares
Employees' stock option
Employees' bonus
Profit attributable to ordinary
stockholders plus assumed
conversion of all dilutive
potential ordinary shares
For theyear ended December31,2016 For theyear ended December31,2016
Amount aftertax
658,693
$
658,693
$
-
-
658,693
$
Weighted average number of
shares outstanding
(sharesinthousands)
760,326
760,326
253
2,613
763,192
EPS
(indollars)
0.87
$
0.86
$

~B-46~


Basic earnings per share
Profit attributable to ordinary
stockholders
Diluted earnings per share
Profit attributable to ordinary
stockholders
Assumed conversion of all
dilutive potential ordinary
shares
Employees' bonus
Profit attributable to ordinary
stockholders plus assumed
conversion of all dilutive
potential ordinary shares
For theyear ended December31,2015 For theyear ended December31,2015
Amount after tax
634,965
$
634,965
$
-
-
634,965
$
Weighted average number of
shares outstanding
(shares in thousands)
760,326
760,326
1,375
21
761,722
EPS
(in dollars)
0.84
$
0.83
$
  • A. The stock options issued in 2013 are anti-dilutive, and are not included in the calculation of the diluted EPS.

  • B. The abovementioned weighted average number of ordinary shares outstanding have been adjusted to unappropriated retained earnings as proportional increase in capital for the year ended December 31, 2015.

(24) SUPPLEMENTAL CASH FLOW INFORMATION

  • A. Investing activities with partial cash payments
Forthe years ended Forthe years ended December31,
2016 2015
Purchase of property, plant and
equipment $ 341,205 $ 356,716
Add : Beginning balance of payable
on equipment 44,817 167,328
Less : Ending balance of payable on
equipment ( 70,505) ( 44,817)
Cash paid for purchase of property,
plant and equipment $ 315,517 $ 479,227

~B-47~

B. Investing activities with no cash flow effects

a. Investment accounted for under the
equity method reclassified to
financial assets measured at cost
b. Prepayments for equipment
reclassified to property, plant
and equipment
Fortheyears endedDecember31,, Fortheyears endedDecember31,,
2016
2015
-
$
171,234
$
Fortheyears endedDecember31,,
2015
171,234
$
2016
16,458
$
2015
17,600
$

7. RELATED PARTY TRANSACTIONS

  • (1) Parent and ultimate controlling party

The ultimate parent the ultimate controlling party of the Company is Uni-President Enterprises Corp. For names and relationship of other related parties with substantive control, please refer to Note 13(2).

  • (2) Significant transactions and balances with related parties

  • A. Purchases

Purchases
Purchase of goods:
Subsidiaries
Forthe years endedDecember31,
2016
181,331
$
2015
234,851
$

Goods are purchased from subsidiaries on normal commercial terms and conditions. Payments are made in 90 days after receipt of goods.

~B-48~

B. Other expenses

B. Other expenses
C.
D.
E.
F.
Management consultancy revenue
Other receivables
Accounts payable
Other payables
Rental expenses:
Entities controlled by key management
individuals

Repairs and maintenance fees:
Entities controlled by key management
individuals

Management service fees:
Subsidiaries

Ultimate parent company
Associates of ultimate parent company

Research and development expenses
Subsidiaries

Technical consultancy revenue:
Subsidiaries
Other receivables from related parties:
Subsidiaries
Accounts payable from related parties:
Subsidiaries
Subsidiaries
Entities controlled by
key management individuals
Other payables to related parties:
2016
2015
1,583
$
1,663
$
462
$
3,697
$
12,791
$
10,945
$
5,397
4,755
2,186
2,040
20,374
$
17,740
$
2,791
$
-
$
For theyears ended December31,
Forthe years endedDecember31,
2016
15,226
$
December31,2016
6,780
$
December31,2016
33,100
$
December31,2016
2,075
$
110
2,185
$
2015
11,843
$
December31,2015
5,268
$
December31,2015
-
$
December31,2015
5,563
$
2,231
7,794
$

~B-49~

G. Property transactions

Property transactions
Endorsements and guarantees provided to related
Acquisition of property, plant and equipment:
Entities controlled by key management
individuals
Forthe years endedDecember31,
parties
2016
-
$
December31,2016
1,625,270
$
2015
1,656
$
December31,2015

Nature ofsuretyship
Subsidiaries
Financial gurantee
Details of endorsement and guarantees
-
$

H. Endorsements and guarantees provided to related parties Details of endorsement and guarantees

As of December 31, 2016 and 2015, the actual drawn amounts, which is guaranteed by the Company to the subsidiaries, were $802,993 and $ , respectively.

(3) Key management compensation

(3) Key management compensation
Salaries and other short-term employee benefits Forthe years endedDecember31,
2016
58,158
$
2015
59,808
$

8. PLEDGED ASSETS

The Company’s assets pledged as collateral are as follows:

Pledged asset December 31, 2016 December 31, 2015 Purpose of collateral Customs duty and performance Time deposits (Note) $ 28,831 $ 24,734 guarantee

Note: Listed as ‘other financial assets-non-current’

9. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED CONTRACT

COMMITMENTS

  • (1) As of December 31, 2016 and 2015, the Company’s unused letters of credit amounted to $ and $7,508, respectively.

  • (2) As of December 31, 2016 and 2015, the Company’s remaining balance due for construction in progress and prepayments for equipment was $274,146 and $463,663, respectively.

  • (3) The Company entered into a non-cancellable operating lease agreement from June 1, 2011 to February 28, 2018 for the land in Tainan Science Park, with a lease term of less than twenty years. The lease agreement is renewable at the end of the lease term. The Company pays monthly rent. If the announced land values, state-owned land rent rate, or other factors change, the monthly rent paid by the Company will be adjusted accordingly on the following month. The Company may have to pay additional rent or get a refund on its last rental payment because of such adjustment. The rent expense of $22,276 and $21,291 listed as ‘operating cost’ and ‘operating expense’) was recognized

~B-50~

in profit or loss for the years ended December 31, 2016 and 2015. The future aggregate minimum lease payments under non-cancellable operating leases are as follows:

Within one year
Later than one year but not exceeding five years
December31,2016
22,276
$
3,713
25,989
$
December31,2015
21,291
$
24,840
46,131
$

Information about endorsement and guarantee to others is provided in Note 7(2) H.

10. SIGNIFICANT DISASTER LOSS: None.

11. SIGNIFICANT EVENTS AFTER THE BALANCE SHEET DATE: None.

12. OTHERS

(1) Capital risk management

The Company’s objectives on managing capital are to safeguard the Company’s ability to continue as a going concern in order to provide returns for shareholders, to maintain an optimal capital structure, to reduce the cost of capital and to maintain an adequate capital structure to enable the expansion and enhancement of equipment. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return of capital to shareholders, and issue new shares or sell assets to reduce debts.

(2) Financial instruments

  • A. Fair value information of financial instruments

The Company’s financial instruments which are not measured at fair value (including cash and cash equivalents, accounts receivable (including related parties), other receivables (including related parties), guarantee deposits paid, other financial assets-non-currant, notes payable, accounts payable (including related parties), other payables and guarantee deposits received) is approximate to their fair value. Please refer to Note 12(3) for details of fair value information of financial instruments measured at fair value.

  • B. Financial risk management policies

  • (a) The Company’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk, interest rate risk and price risk), credit risk and liquidity risk. The Company’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Company’s financial position and financial performance.

  • (b) The Company’s central treasury department identifies, evaluates and hedges financial risks closely with the Company’s operating units. The Board provides written principles for overall risk management, as well as written policies covering specific areas and matters, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments, and investment of excess liquidity.

~B-51~

  • C. Significant financial risks and degrees of financial risks

  • (a) Market risk

    • I. Foreign exchange risk

    • (i) The Company operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the USD. Foreign exchange risk arises from future commercial transactions, recognized assets and liabilities and net investments in foreign operations.

    • (ii) To manage the foreign exchange risk arising from future commercial transactions and recognized assets and liabilities, the Company is required to hedge the foreign exchange risk exposure using forward foreign exchange contracts. However, hedge accounting is not applied as transactions did not meet all criteria of hedge accounting. Foreign exchange risk arises when future commercial transactions or recognized assets or liabilities are denominated in a currency that is not the entity’s functional currency.

    • (iii) The Company’s businesses involve some non-functional currency operations (the Company’s functional currency: NTD). The information on assets and liabilities denominated in foreign currencies whose values would be materially affected by the exchange rate fluctuations is as follows:

(Foreign currency: functional
currency)
Financial assets
Monetary items
USD:NTD
EUR:NTD
CNY:NTD
Financial liabilities
Monetary items
USD:NTD
CNY:NTD
December31,2016 December31,2016 Book value
(NTD)
Foreign currency
amount (inthousands)
19,467
$
413
510
1,567
435
Exchangerate
32.25
33.90
4.644
32.25
4.644
627,811
$
14,001
2,368
50,536
2,020

~B-52~

(Foreign currency: functional
currency)
Financial assets
Monetary items
USD:NTD
EUR:NTD
CNY:NTD
Financial liabilities
Monetary items
USD:NTD
CNY:NTD
EUR:NTD
December31,2015 December31,2015 Book value
(NTD)
Foreign currency
amount (inthousands)
35,002
$
1,664
2,723
732
562
16
Exchangerate
32.83
35.88
4.995
32.83
4.995
35.88
1,149,116
$
59,704
13,601
24,028
2,807
574
  • (iv)As of December 31, 2016 and 2015, if the USD:NTD exchange rate had appreciated/depreciated by 5% with all other factors remaining constant, the Company’s net profit after tax for the years ended December 31, 2016 and 2015 would have increased/decreased by $28,864 and $56,254, respectively. If the EUR:NTD exchange rate had appreciated/depreciated by 5% with all other factors remaining constant, the Company’s net profit after tax for the years ended December 31, 2016 and 2015 would have increased/decreased by $700 and $2,957, respectively. If the CNY:NTD exchange rate had appreciated/depreciated by 5% with all other factors remaining constant, the Company’s net profit after tax for the years ended December 31, 2016 and 2015 would have increased/decreased by $17 and $540, respectively.

  • (v) Total exchange (loss) gain including realized and unrealized arising from significant foreign exchange variation on the monetary items held by the Company for the years ended December 31, 2016 and 2015 amounted to ($13,555) and $32,161, respectively.

  • II. Price risk

The Company has investments classified as financial assets and liabilities at fair value through profit or loss and available-for-sale financial assets (shown in ‘financial assets measured at cost non-current’). Therefore, the Company is exposed to price risk on equity instruments investments. To manage this risk, the Company has set stop-loss amounts for these instruments. Therefore, the Company is not to exposed to significant market risk.

~B-53~

III. Interest rate risk

  - For the years ended December 31, 2016 and 2015, the Company’s liabilities bear little significance and a small range of interest rate, thus, the Company does not bear significant interest rate risk.
  • (b) Credit risk

  • I. Credit risk refers to the risk of financial loss to the Company arising from default by the clients or counterparties of financial instruments on the contract obligations. According to the Company’s credit policy, each local entity in the Company is responsible for managing and analyzing the credit risk for each of their new clients before standard payment and delivery terms and conditions are offered. Internal risk control assesses the credit quality of the customers, taking into account their financial position, past experience and other factors with limits set by the board of directors. The utilization of credit limits is regularly monitored. Credit risk arises from cash and cash equivalents, and outstanding receivables. The Company also transacts with many different banks and financial institutions to diversify risk.

  • II. No credit limits were exceeded during the years ended December 31, 2016 and 2015.

  • III. For more information regarding the Company’s credit ratings on its financial assets, please refer to detailed explanation on financial assets in Note 6.

  • (c). Liquidity risk

  • I. Cash flow forecasting is performed by the Company’s treasury department, which monitors rolling forecasts of the Company’s liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient headroom on its undrawn committed borrowing facilities at all times so that the Company does not breach borrowing limits or covenants (where applicable) on any of its borrowing facilities.

  • II. The following table comprises the Company’s non-derivative financial liabilities and derivative financial liabilities with gross-amount settlement that are grouped by their maturity. Non-derivative financial liabilities are analyzed from the balance sheet date to the contract maturity date, and derivative financial liabilities are analyzed from the balance sheet date to the expected maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.

~B-54~

December31,2016
Notes payable
Accounts payable
Accounts payable
related parties
Other payables
Guarentee deposits received
Forward exchange
contracts
Non-derivative financial
liabilities:
Derivative financial liabilities:
December31,2015
Notes payable
Accounts payable
Other payables
Guarentee deposits received
Forward exchange
contracts
Non-derivative financial
liabilities:
Derivative financial liabilities:
Less than 1year Between 1
and 2years
Between 2
and5 years
More than
5 years
1,001
$
56,926
33,100
374,790
21,618
2,822
Less than 1year
-
$
-
-
-
Between 1
and2years
-
$
-
-
-
Between 2
and 5 years
-
$
-
-
-
More than
5 years
995
$
32,639
314,035
23,397
145
-
$
-
-
-
-
$
-
-
-
-
$
-
-
-

(3) Fair value estimation

  • A. Details of the fair value of the Group’s financial liabilities not measured at fair value are provided in Note 12(2) A.

  • B. The different levels that the inputs to valuation techniques are used to measure fair value of financial and non-financial instruments have been defined as follows:

  • Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. A market is regarded as active where a market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis.

  • Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

  • Level 3: Inputs for the asset or liability that are not based on observable market data.

  • C. The following table presents the Company’s financial assets and liabilities that are measured at fair value at December 31, 2016 and 2015.

~B-55~

December31,2016
Liabilities:
Financial liabilities at fair value through
profit or loss – forward foreign
exchange contracts
December31,2015
Liabilities:
Financial liabilities at fair value through
profit or loss – forward foreign
exchange contracts
Level 1
-
$
Level 1
-
$
Level 2
2,822
$
Level 2
145
$
Level3
-
$
Level3
Total
2,822
$
Total
145
$
  • D. The methods and assumptions the Company used to measure fair value are as follows:

  • (a) Except for financial instruments with active markets, the fair value of other financial instruments is measured by using valuation techniques or by reference to counterparty quotes. The fair value of financial instruments measured by using valuation techniques can be referred to current fair value of instruments with similar terms and characteristics in substance, discounted cash flow method or other valuation methods, including calculated by applying model using market information available at the parent Company only balance sheet date.

  • (b) When assessing non-standard and low-complexity financial instruments, for example, debt instruments without active market, interest rate swap contracts, foreign exchange swap contracts and options, the Group adopts valuation technique that is widely used by market participants. The inputs used in the valuation method to measure these financial instruments are normally observable in the market.

  • (c) Forward exchange contracts are usually valued based on the current forward exchange rate.

  • E. For the years ended December 31, 2016 and 2015, there was no transfer between Level 1 and Level 2.

  • F. The Company did not have financial instruments that meet the definition of level 3 instruments as of and for the years ended December 31, 2016 and 2015.

13. SUPPLEMENTARY DISCLOSURES

  • According to the policies, only the financial information of the investee for 2016 is supposed to be disclosed based on the financial statements prepared by the same-period auditors. Instead of the adjustments taking into account the consolidation, the financial information is presented in every consolidated entity.

(1) Significant transactions information

  • A. Loans to others: Please refer to table 1.

  • B. Provision of endorsements and guarantees to others: Please refer to table 2.

  • C. Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures): Please refer to table 3.

~B-56~

  • D. Acquisition or sale of the same security with the accumulated cost exceeding $300 million or 20% of the Company’s paid-in capital: None.

  • E. Acquisition of real estate reaching $300 million or 20% of paid-in capital or more: None.

  • F. Disposal of real estate reaching $300 million or 20% of paid-in capital or more: None.

  • G. Purchases or sales of goods from or to related parties reaching $100 million or 20% of paid-in capital or more: Please refer to table 4.

  • H. Receivables from related parties reaching $100 million or 20% of paid-in capital or more: None.

  • I. Trading in derivative instruments undertaken during the reporting periods: Please refer to Note 6(8).

  • J. Significant inter-company transactions during the reporting periods: Please refer to table 5.

  • (2) Information on investees

Names, locations and other information of investee companies (not including investees in Mainland China) Please refer to table 6.

(3) Information on investments in Mainland China

  • A. General information: Please refer to table 7.

  • B. Significant transactions, either directly or indirectly through a third area, with investee companies in the Mainland Area: Please refer to table 8.

14. SEGMENT INFORMATION

Not applicable.

~B-57~

Loans to others

Table 1

Expressed in thousands of NTD

ScinoPharm Taiwan, Ltd.

For the year ended December 31, 2016

Number Name Name of
counterparty
Account Related
parties
Maximum
balance
Ending
balance
Actual
amount
drawn down
Interest
rate
Nature of
financial
activity
(Note 1)
Total
transaction
amount
Reason
for
financing
Allowance
for
doubtful
accounts
Assetspledged Assetspledged Loan limit
per entity
Maximum
amount
available for loan
Footnote
1 ScinoPharm
(Kunshan)
Biochemical
Technology
Co., Ltd.
ScinoPharm
(Changshu)
Pharmaceuticals,
Ltd.
Other receivables Y 88,236
$
85,907
$
85,907
$
2.00 2 -
$
Additional
operating
capital
-
$
-
$
431,461
$
431,461
$
(Note 2)
  • Note 1: The code represents the nature of financing activities as follows:

1.Trading partner.

  • 2.Short-term financing.

Note 2: (1) For trading partner: the maximum amount for individual trading partner shall not exceed the higher of purchase or sales amount of the most recent year or the current year, the maximum amount for total loan is 20% of its net worth.(2) For short-term financing: the maximum amount for individual is 20% of its net worth, the maximum amount for total loan is 40% of its net worth. If the Company loans to foreign subsidiaries, which the Company holds 100% ownership directly or indirectly, the maximum amount for the subsidiary is 100% of the Company's net worth.

  • Note 3: The numbers in the table that involves foreign currencies are expressed in New Taiwan Dollars according to the exchange rate posted on the date of the consolidated financial statements (CNY:NTD 1:4.644).

B, Table 1, Page 1

ScinoPharm Taiwan, Ltd.

Table 2

Expressed in thousands of NTD

Provision of endorsements and guarantees to others

For the year ended December 31, 2016

Number Endorser/
guarantor
Party being
endorsed/guaranteed
Party being
endorsed/guaranteed
Limit on
endorsements/
guarantees
provided for a
single party
(Note 2)
Maximum
outstanding
endorsement/
guarantee
amount as of
December 31,
2016
Outstanding
endorsement/
guarantee
amount at
December 31,
2016
Actual amount
drawn down
Amount of
endorsements/
guarantees
secured with
collateral
Ratio of
accumulated
endorsement/
guarantee
amount to net
asset value of
the endorser/
guarantor
company
Ceiling on
total amount of
endorsements/
guarantees
provided
(Note 2)
Provision of
endorsements/
guarantees by
parent
company to
subsidiary
Provision of
endorsements/
guarantees by
subsidiary to
parent
company
Provision of
endorsements/
guarantees to
the party in
Mainland
China
Footnote
Companyname Relationship
with the
endorser/
guarantor
(Note 1)
0 ScinoPharm
Taiwan,
Ltd.
ScinoPharm
(Changshu)
Pharmaceuticals,
Ltd.
1 10,227,793
$
1,740,200
$
1,625,270
$
802,993
$
-
$
15.89% 10,227,793
$
Y N Y

Note 1: The following code represents the relationship with the Company:

  • 1.The endorsed/ guaranteed parent company and its subsidiaries jointly own more than 50% voting shares of the endorser/ guarantor subsidiary.

Note 2: 1.The limit of total amount of endorsement is 50% of the Company's net worth, for 100% directly or indirectly owned subsidiaries, the maximum amount is 100% of its net worth.

The limit of total amount of the Group's endorsement and guarantee is 100% of the Group's net worth.

  1. For any endorsement or guarantee provided by the Company due to business dealings, the amount of endorsement or guarantees shall be limited to the business dealing amount of the most recent year or the current year. The business dealing amount is product purchase or sale amount between the entities, whichever is higher.

Note 3: The numbers in the table that involves foreign currencies are expressed in New Taiwan Dollars according to the exchange rate posted on the date of the consolidated financial statements (CNY:NTD 1:4.644).

B, Table 2, Page 1

ScinoPharm Taiwan, Ltd.

Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures) December 31, 2016

Table 3
Securities held by
Marketable securities Relationship with the
securities issuer
General
ledger account
As of December31,2016 As of December31,2016 Fairvalue
Footnote
Expressed in thousands of NTD
Fairvalue
Footnote
Expressed in thousands of NTD
Number of shares Bookvalue Ownership (%) Fairvalue
ScinoPharm Taiwan, Ltd. Stocks:
Tanvex Biologics, Inc.
SYNGEN, INC.
Foresee Pharmaceuticals
Co., Ltd.
The Company is a director of
Tanvex Biologics, Inc.

Financial assets
measured at cost-
non-current
Financial assets
measured at cost-
non-current
Financial assets
measured at cost-
non-current
28,800,000
245,000
4,358,226
167,673
$
-
196,416
17.00%
7.40%
6.05%
$
-
-
-


B, Table 3, Page 1

ScinoPharm Taiwan, Ltd.

Expressed in thousands of NTD

- Purchases or sales of goods from or to related parties reaching $100 million or 20% of paid in capital or more

For the year ended December 31, 2016

Table 4

Purchaser/seller Counterparty Relationship with
the counterparty
Transaction Differences in transaction
terms compared to third
partytransactions
Differences in transaction
terms compared to third
partytransactions
Notes/accounts receivable(payable) Notes/accounts receivable(payable) Footnote
Purchases
(sales)
Amount Percentage of
total purchases
(sales)
Credit term Unitprice Credit term Balance Percentage of
total notes/accounts
receivable(payable)
ScinoPharm
Taiwan, Ltd.
ScinoPharm
(Changshu)
Pharmaceuticals,
Ltd.
ScinoPharm (Changshu)
Pharmaceuticals, Ltd.
ScinoPharm Taiwan, Ltd.
Subsidary (SPT
International, Ltd.)
The Company
Purchases
(Sales)
171,470
$
171,470)
(
19%
(55%)
Closes its accounts 90 days
from the end of each month
after acceptance
Closes its accounts 90 days
from the end of each month
after acceptance
$
-
-

33,100)
($
33,100
(36%)
39%

B, Table 4, Page 1

ScinoPharm Taiwan, Ltd.

Table 5

Expressed in thousands of NTD

- Significant inter company transactions during the reporting periods

For the year ended December 31, 2016

Number
(Note 1)
Companyname Counterparty Relationship
(Note 2)
Transaction Transaction
General ledger account Amount Transaction terms Percentage of consolidated total operating
revenues or total assets(Note3)
0
0
0
0
0
1
ScinoPharm Taiwan, Ltd.
ScinoPharm Taiwan, Ltd.
ScinoPharm Taiwan, Ltd.
ScinoPharm Taiwan, Ltd.
ScinoPharm Taiwan, Ltd.
ScinoPharm (Kunshan)
Biochemical Technology
Co., Ltd.
ScinoPharm (Changshu)
Pharmaceuticals, Ltd.
ScinoPharm (Changshu)
Pharmaceuticals, Ltd.
ScinoPharm (Changshu)
Pharmaceuticals, Ltd.
ScinoPharm (Changshu)
Pharmaceuticals, Ltd.
ScinoPharm (Shanghai)
Biochemical Technology,
Ltd.
ScinoPharm (Changshu)
Pharmaceuticals, Ltd.
1
1
1
1
1
3
Purchases
Management service revenue
Accounts payable
Endorsements and guarantees
Management consultancy
fees
Other receivables
171,470
$
15,226)
(
33,100)
(
1,625,270
12,398
87,527
Closes its accounts 90
days from the end
of each month after
acceptance




4%


13%

1%

Note 1: Significant inter-company transactions during the reporting periods are not disclosed since these were corresponding transactions. Only transactions over NT$10 million are material. Note 2: The numbers filled in for the transaction company in respect of inter-company transactions are as follows:

  • (1) Parent company is ‘0’.

  • (2) The subsidiaries are numbered in order starting from ‘1’.

Note 3: Relationship between transaction company and counterparty is classified into the following three categories:

  • (1) Parent company to subsidiary.

  • (2) Subsidiary to parent company.

  • (3) Subsidiary to subsidiary.

  • Note 4: Regarding percentage of transaction amount to consolidated total operating revenues or total assets, it is computed based on period-end balance of transaction to consolidated total assets for balance sheet accounts and based on accumulated transaction amount for the period to consolidated total operating revenues for income statement accounts.

Note 5: The numbers in the table that involves foreign currencies are expressed in New Taiwan Dollars according to the exchange rate posted on the date of the consolidated financial statements (CNY:NTD 1:4.644).

B, Table 5, Page 1

ScinoPharm Taiwan, Ltd.

Information on investees

For the year ended December 31, 2016

Table 6

Expressed in thousands of NTD

Investor Investee Location Main business
activities
Initial investment amount Initial investment amount Shares held as at December 31,2016 as at December 31,2016 Net profit (loss)
of the investee for the year
ended December 31,2016
Investment income (loss)
recognized by the Company
for the year ended
December 31,2016
Footnote
Balance as at
December 31,2016
Balance as at
December 31,2015
Number of shares Ownership (%) Book value
ScinoPharm
Taiwan, Ltd.
ScinoPharm
Taiwan, Ltd.
SPT
International,
Ltd.
ScinoPharm
Singapore Pte
Ltd.
Tortola,
British
Virgin
Islands
Singapore
Professional
investment
Professional
investment
1,833,304
$
-
1,833,304
$
-
60,524,644
2
100.00
100.00
816,788
$
66
264,129)
($
16
256,720)
($
16
Subsidary
Subsidary

B, Table 6, Page 1

Information on investments in Mainland China

ScinoPharm Taiwan, Ltd.

For the year ended December 31, 2016

Table 7
Investee in
Mainland China
Main business activities Paid-in capital Investment
method
Accumulated
amount of
remittance from
Taiwan to
Mainland China
as of January 1,
2016
Amount remitted from Taiwan to
Mainland China/
Amount remitted back
to Taiwan for the year ended
December 31,2016
Amount remitted from Taiwan to
Mainland China/
Amount remitted back
to Taiwan for the year ended
December 31,2016
Accumulated
amount
of remittance from
Taiwan to
Mainland China as
of December 31,
2016
Net income of
investee for the
year ended
December 31,
2016
Ownership
held by
the
Company
(direct or
indirect)
Investment income
(loss) recognized
by the Company
for the year ended
December 31, 2016
Note 2
Book value of
investments in
Mainland China as
of December 31,
2016
Expressed in thousands of NTD
Accumulated
amount
of investment
income
remitted back to
Taiwan as of
December 31,
2016
Footnote
Expressed in thousands of NTD
Accumulated
amount
of investment
income
remitted back to
Taiwan as of
December 31,
2016
Footnote
Remitted to
Mainland China
Remitted back to
Taiwan
ScinoPharm
(Kunshan)
Biochemical
Technology
Co., Ltd.
ScinoPharm
(Changshu)
Pharmaceuticals,
Ltd.
ScinoPharm
(Shanghai)
Biochemical
Technology,
Ltd.
Companyname
Research, development,
and manufacture of
API and new drug, etc.
Research, development,
and manufacture of
API and new drug, sale
produced products, etc.
Import, export and
sales of API and
intermediates, etc.
Accumulated amount of
remittance from Taiwan to
Mainland China
as of December 31,2016
129,000
$
Note 1
1,757,625
Note 1
38,700
Note 1
Investment amount approved by
the Investment Commission of
the Ministry of Economic
Affairs(MOEA)
120,113
$
-
$
1,757,625
-
38,700
-
Ceiling on investments in
Mainland China imposed by the
Investment Commission of MOEA
(Note 3)
-
$
-
-
120,113
$
1,757,625
38,700
10,227)
($
253,827)
(
84
100
100
100
10,227)
($
253,827)
(
84
431,461
$
408,330
20,011
-
$
-
-
Subsidary
Subsidary
Subsidary
ScinoPharm
Taiwan, Ltd.
$
1,955,914
1,955,914
$
6,136,676
$

Note 1: Indirect investment in Mainland China through company set up in a third region, SPT International, Ltd.

Note 2: The investment income (loss) recognized by the Company for the year ended December 31, 2016 was based on audited financial statements of investee companies as of and for the year ended December 31, 2016. Note 3: The ceiling amount is 60% of the higher of net worth or consolidated net worth.

Note 4: The numbers in the table that involves foreign currencies are expressed in New Taiwan Dollars according to the exchange rate posted on the date of the consolidated financial statements (USD:NTD 1:32.25).

B, Table 7, Page 1

Table 8

Expressed in thousands of NTD

ScinoPharm Taiwan, Ltd.

Significant transactions conducted with investees in Mainland China directly or indirectly through other companies in the third areas

For the year ended December 31, 2016

Investee in
Mainland China
Sale(purchase) Sale(purchase) Propertytransaction Propertytransaction Accounts receivable
(payable)
Accounts receivable
(payable)
Provision of
endorsements/guarantees
or collaterals
Provision of
endorsements/guarantees
or collaterals
Financing Others
Amount % Amount % Balance at
December 31,
2016
% Balance at
December 31,
2016
Purpose Maximum balance during
the year ended December
31,2016
Balance at
December 31,2016
Interest rate Interest during the
year ended December
31,2016
ScinoPharm
(Changshu)
Pharmaceuticals,
Ltd.
ScinoPharm
(Shanghai)
Biochemical
Technology,
Ltd.
ScinoPharm
(Kunshan)
Biochemical
Technology,
Ltd.
171,470)
($
-
(
9,861)
(19%)
-
(1%)
-
-
-
-
-
-
33,100)
($
-
-
(37%)
-
-
1,625,270
$
-
-
Secured
financing
amount
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Management
service
revenue
$ 15,226
Research and
development
expenses
$2,791
Other
receivables
$ 6,780
Management
consultancy
fee
$ 12,398
Other payables
$ 2,019
-

B, Table 8, Page 1

ScinoPharm Taiwan, Ltd.

Chairman Kao-Huei Cheng

Address No.1, Nan-ke 8[th] Road,

Southern Taiwan Science Park, Shan-Hua, Tainan, 74144, Taiwan 886 - 6 - 505 2888