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SPT Annual Report 2019

Jul 17, 2020

51922_rns_2020-07-17_8bd1c869-e632-4785-9753-9a5070ffeae0.pdf

Annual Report

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TSE Code 1789

ScinoPharm Taiwan, Ltd.

2019 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, 2020

Spokesperson

Name: Li-An Lu Title: Vice President of Administration Tel: 886-6-5052888 E-mail: [email protected]

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: Senior Director of Accounting 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 ............................................................................................................ 2 2.1 Date of Incorporation .............................................................................................. 2 2.2 Company History .................................................................................................... 2 III. Corporate Governance Report ..................................................................................... 5 3.1 Organization ........................................................................................................... 5 3.2 Directors, Supervisors and Management Team ..................................................... 7 3.3 Remuneration paid to Company directors, supervisors, president, and senior vice presidents over the past year ............................................................. 24 3.4 Implementation of Corporate Governance ............................................................ 29 3.5 Information Regarding the Company’s Audit Fee and Independence .................. 81 3.6 Replacement of CPA ............................................................................................ 81 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 .......................................................................................... 82 3.9 Relationship among the Top Ten Shareholders ................................................... 84 3.10 Ownership of Shares in Affiliated Enterprises ..................................................... 92 IV. Capital Overview ......................................................................................................... 93 4.1 Capital and Shares ............................................................................................... 93 4.2 Bonds ................................................................................................................... 98 4.3 Status of Corporate Bonds, Preferred Stock, GDR, Employee Stock Option Plan, Employee Restricted Stock Plans, Mergers, Acquisitions, and Spin-Offs .............................................................................................................. 98 4.4 Financing Plans and Implementation .................................................................. 100 V. Operational Highlights............................................................................................... 101 5.1 Business Activities .............................................................................................. 101 5.2 Market and Sales Overview ................................................................................ 120 5.3 Human Resources .............................................................................................. 135 5.4 Environmental Protection Expenditure ............................................................... 135 5.5 Protective measures for workplace and personal safety of employees .............. 141

III

5.6 Labor Relations .................................................................................................. 144 5.7 Important Contracts ............................................................................................ 149 VI. Financial Information ............................................................................................... 152 6.1 Five-Year Financial Summary ............................................................................ 152 6.2 Five-Year Financial Analysis .............................................................................. 157 6.3Audit Committee’s Report in the Most Recent Year ............................................ 161 6.4 The Audited Consolidated Financial Report for the most Recent Fiscal Year .... 161 6.5 The Audited Parent Company only Financial Report for the most Recent Fiscal Year ......................................................................................................... 161 6.6 Financial Difficulties ............................................................................................ 161 VII Review of Financial Conditions, Operating Results, and Risk Management ...... 162 7.1 Analysis of Financial Status ................................................................................ 162 7.2 Analysis of Operation Results ............................................................................. 163 7.3 Analysis of Cash Flow ........................................................................................ 164 7.4 Major Capital Expenditure Items ......................................................................... 165 7.5 Investment Policy in Last Year, Main Causes for Profits or Losses, Improvement Plans and the Investment Plans for the Coming Year .................. 165 7.6 Analysis of Risk Management ............................................................................ 167 7.7 Other Important Matters ..................................................................................... 175 VIII.Special Disclosure ................................................................................................... 176 8.1 Summary of Affiliated Companies ...................................................................... 176 8.2 Private Placement Securities in the Most Recent Years ..................................... 186 8.3 The Shares in the Company Held or Disposed of by Subsidiaries in the Most Recent Years ..................................................................................................... 186 8.4 Other Necessary Supplement ............................................................................. 186 8.5 Other Supplementary Disclosure ........................................................................ 187 Appendix A Appendix B

IV

I. Letter to Shareholders

Dear Shareholders,

2019 marks the year when ScinoPharm examined its operations as a whole in order to make adjustments that better reflect the current situation and developments in the future of ScinoPharm and to cope with ongoing acquisitions and mergers among pharmaceutical companies around the world and the structural change in the ecology of the pharmaceutical industry internationally nowadays. An overview of the performance last year reveals that the operational development of ScinoPharm has stabilized, which is in favor of the Company continuing to make robust investments that help strengthen its own R&D capabilities and precisely keeping track of the market share of existing products. ScinoPharm has also been more proactively facilitating precise fulfillment at the implementation level of the integration of strategies for managing internal resources. On the other hand, the development timeframe of new products has been precisely kept track of to create inside out a complete network to cope with challenges and to be sufficiently prepared for expected fierce competition.

The consolidated revenue of the Company in 2019 was NT$ 2.893 billion, with an after-tax net profit of NT$217 million and the earnings per share after tax was NT$0.27. As of the end of 2019, the paid-in capital size was NT$7.907 billion and shareholders’ equity NT$10.26 billion accounting for around 88% of the overall assets of NT$11.67 billion. The long-term capital was 2.47 times the fixed assets and the current ratio was 7.29 times. The financial condition appeared to be structurally sound and steady.

Continuous Devotion to API Market to Secure Existing Market Position

In terms of the sales of APIs last year, Japanese customers had increased demand for APIs in the preparation for launch and it contributed to a significant increase in the revenue from Japan. This indicates the preliminary accomplishments made by ScinoPharm Taiwan after years of management on Japan's market. The performance of existing APIs for the Generic Drug in the United States and Canada market appeared to be relatively weak, mainly because of the market forecast made by customers about the future turning conservative given the fierce competition among the various generic drugs available after the patents of their primary products expired; the current inventory and stock safety level is accordingly adjusted down. In addition, the sales of primary API products were directly or indirectly impacted by the ongoing integration of related internal resources and the allocation of production lines for multiple super-acquisitions and mergers taking place among international pharmaceutical companies. Before such acquisition and merger procedures are completed, existing production plans are slowed down. The sale of APIs is the cornerstone of ScinoPharm; they account for at least two-thirds of the overall sales each year on average. Faced with the challenges on the market, ScinoPharm insists on marching forward robustly, realistically, and step by step and on securing its current API market share without stop in order to stabilize the overall operation of the Company. In terms of outsourced R&D and outsourced manufacturing of new drugs, the performance last year showed relatively large fluctuations. For the new antibiotic product, due to the sufficient preparatory stock prior to marketing and the yet-to-be-formed medication habits of users, there was no significant shipping demand. Due to the unsuccessful accession into the US market, on the other hand, the future developments of the intermediate product that is to be used in new drugs remain unclear and the demand has hence slowed down.

Cumulative R&D Momentum for Highly Complex Products to Drive Development of Injection Business

Specializing in the development of highly complex and high-entry-level products is one of the important competencies for ScinoPharm take initiatives on the market. This specialization is applied simultaneously in the development of the injection business, too. Forsaprepitant Dimeglumine, an injectable formulation, developed in collaboration with Baxter as antiemetic medication for chemotherapy patients has been approved by the U.S. Food and Drug Administration (US FDA) and became an application to receive First Cycle Approval, demonstrating ScinoPharm's abilities in developing sterile injectable formulations. Another anti-coagulant spontaneously developed by ScinoPharm, Fondaparinux, has also entered the preparation stage for marketing. The product features a very complex manufacturing process. ScinoPharm is one of the few manufacturers around the world that is capable of providing one-stop integrated service from APIs to the development of preparations for complex injectable business. ScinoPharm now has 3 preparations for injection and the revenue brought about has shown multiplied growths, which is proof of completion of transformation.

~1~

Integration of Utilization and Management of Internal Resources to Further Optimize Operational Efficacy

The overall operational efficacy is enhanced through internal management by combining the strengths of the Tainan Plant and the Changshou Plant of ScinoPharm. Gradually improved operational status at Changshou Plant: Besides looking for partners with whom the specialties and strengths of each other may be combined to multiply the benefits brought about by the partnership, in response to the economic development and the implementation of medical reformation policies in China, ScinoPharm (Changshu) will now work to secure the vast opportunities available on the medicinal market of China with its quality that is internationally approved in the US and the Japan through establishment inspections carried out the local governing authorities and with its compliant qualitative regulatory strengths in terms of environment, safety, and health. In the future, in its product selection strategy, ScinoPharm will continue to deploy vertically integrated injection products, including small-molecule and peptide-based APIs. In the business of CDMO, ScinoPharm will focus on orphan drugs and targeted drugs with a short development cycle, and will strive to maximize the effectiveness of R&D resources, choose the best timing for product development and commercialization, and pursue the greatest possible opportunities. Besides securing existing U.S. and European regulatory markets and accordingly the local market shares, ScinoPharm includes the development of potential markets as one of its important goals. In addition, ScinoPharm constantly demonstrates its high quality and high technicality to its customers and, by developing different types of products, forms a highly mutual-trust business relationship and a flexible and unrestricted collaboration model with its customers.

ScinoPharm has successfully completed the seventh establishment inspection and received No Action Indicated (NAI) compliance status with zero 483 observations from the U.S. Food and Drug Administration (FDA) again in May last year, which indicates that the quality management of the Company fulfills international standards. As of the end of 2019, the Company obtained the Drug Master File (DMF) for a total of 828 drugs globally, including 62 in the U.S. Among them, up to 37 were an anti-cancer product, which shows the strong technical capability of ScinoPharm in the fight against cancer. To maximize its long-term competitive advantages, the Company has also accumulated abundant accomplishments in terms of self-owned technologies. Throughout last year, the Company applied for a total of seven patents for protecting product processes or crystal form. And by the end of 2019, excluding invention patents that are irrelevant to the long-term developments and hence are no longer maintained at present, ScinoPharm already has 61 inventions with 382 patents obtained around the world in addition to 22 inventions with a total of 40 patents pending review.

Practical and Robust Operational Strategy to Fulfill Corporate Core Values

ScinoPharm specializes in development preparations with abundant API product lines and has successfully applied such skill to the generic drug field after several years of efforts. In the future, it will continue to research and develop preparations through self R&D and proactive joint development and amortization of cost with global strategic partners while expanding business and enter the end market of the pharmaceutical industry where profits are shared in order to create a vertically integrated value chain. Internally, on the other hand, optimization of process, enhancement of throughput utilization, cost control, and improvement of management efficiency continue to expedite product development and to become one of the few special formulation manufacturers around the world with complete R&D and production capabilities. The whole staff of ScinoPharm will devote more efforts and recourses to product-developments and try to create even better return on investment for shareholders. I cordially ask all of you, shareholders, ladies and gentlemen, to continue with your support and guidance for us. Thank you!

Chih-Hsien Lo, Chairman

~1~

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.

  • 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.

  • November 2002 Inaugurated the Production Building.

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

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

  • 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).

~2~

  • 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.

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

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

  • 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.

~3~

  • 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.

  • August 2017 Awarded in “Excellence in Corporate Social Responsibility” hosted by the Common Wealth Magazine.

  • December 2017 Granted the honor of exporter/importer with good performance by the Bureau of Foreign Trade, the Ministry of Economic Affairs.

  • December 2017 2nd place, the biotech industry category, best investment-relationship service, greater China, IR Magazine.

  • � May 2018 Passed second-time factory inspection undertaken by Pharmaceuticals and Medical Devices Agency (PMDA) under the Japan government.

  • May 2018 SciAnda (Changshu) Pharmaceuticals, Ltd. passed the first plant inspection by PMDA of Japan.

  • May2018 Ranked among the top-5% of listed companies under Corporate Governance Evaluation.

  • August 2018 Among the top-100 CSR (corporate social responsibility) awards selected by CommonWealth Magazine in 2018

  • November 2018 Acquisitions of export permit for the U.S. for the self-developed anti-coagulation medicine via ANDA procedure.

  • � May 2019 Passed U.S. FDA’s seventh site inspection.

  • November 2019 Self-developed injectable formulation, developed in collaboration with Baxter as antiemetic medication for chemotherapy patients has been approved by the U.S. Food and Drug Administration (US FDA)

  • November 2019 Granted the honor of exporter/importer with good performance by the Bureau of Foreign Trade, the Ministry of Economic Affairs again.

  • December 2019 Granted enterprise with excellent performance in job parity at workplace for year 2019.

  • April 2020 Had cumulatively obtained 832 DMFs (drug master files) globally as of April 2020, with 62 ones from the US Food and Drug Administration.

~4~

III. Corporate Governance Report

3.1 Organization

3.1.1 Organization Chart

==> picture [659 x 328] intentionally omitted <==

~5~

3.1.2 Introduction to Organizational Functions

Division of Quality Management

  • Quality guarantee, quality control, and quality auditing of active pharmaceutical ingredients (API) and preparations

Division of Research & Development

  • R&D on process, technology, platform, and analysis of active pharmaceutical ingredients and preparations

Division of Marketing & Sales

  • Marketing and customer service for products, talk on contracted R&D, strategic alliance, application for registration and technological support

Division of Operation

  • Operational management, development of production technology, and planning for plant affairs of API plant premises

Division of Injectable Operation

  • Production management and planning of plant affairs for ampoule preparations

Division of Finance

  • Execution of financial affairs and accounting and investor relationship and communications

Division of Administration

  • Human resources, information safety, general-affairs administration, procurement, public relations, and other business management

  • Supreme unit chief serves as corporate spokesperson

Department of Environment, Health and Safety

  • Industrial safety, occupational hygiene, environmental protection, and risk management

Audit Office

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

management regulations.

~6~

3.2 Directors, Supervisors and Management Team

3.2.1 Directors and Supervisors

3.2.1.1 Information Regarding Directors As of 2019.12.31

Title Nationality Name Gender
Date
Elected
Term
(Years)
Date First
Elected
(Note 2)
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

Experience(Education)
(Note 3)
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
Remark
(Note 4)
Shares Shares Shares Shares Title Name Relation
Director
(Institutional
Shareholder)
Tainan
City
Uni-Presiden
t Enterprises
Corp.

-
2018.06.27
3
1997.10.16 299,968,639 37.94% 299,968,639 37.94%
-
- - - - - - - -
Chairman
(Representative)
R.O.C. Chih-Hsien
Lo
(Note 5)
M 2018.06.27
3
2010.07.06
-
- - - - - - - Education:
MBA, U.C.L.A, U.S.A.
Experience:
Executive Vice President and
President of Uni-President
Enterprises.Corp.
(Note 9) directo
r
Shiow-
Ling
Kao

spouse
Director
(Representative)
R.O.C. Tsung-Ming
Su
(Note 5)
M 2018.06.27
3
2010.07.06
-
- - - - - - - Education:
MBA, Iowa State Univ., U.S.A.
Experience:
CFO of Uni-President Enterprises
Corp.

(Note 9)
- - -
Director
(Representative)
R.O.C. Kun-Shun
Tsai (Note 5)

M
2018.06.27
3
2015.06.23
4,678
0.00%
4,678
0.00% - - - - Education:
Master of Science, University of
Minnesota, U.S.A.
Experience:
Director, Uni-President Natural
Corp., Director, Taiwan
Association for Lactic Acid
Bacteria, Supervisor, Association
of Taiwan Tea, Member,
Technical Committee of Natural
Standards, Bureau of Standards,
Metrology & Inspection, MOEA,
R.O.C., Commissioner of the
Review Committee, Academic
Technology Development
Program, MOEA, R.O.C.,
Director, Taiwan Association for
Food Science and Technology
Chairman of:
Uni-President
Oven Bakery
Corp.
Director of:
Tung –Ren
Pharmaceuti
cal Corp.、
ScinoPharm
Taiwan, Ltd.

-
- -
Director
(Representative)
R.O.C. Tsung-Pin
Wu
(Note 3)
M 2018.06.27
3
2015.06.23
-
- - - - - - - Education:
Accounting, Chung Yuan
Christian University
Experience:
Financial Planning Division
Manager (Accounting
Supervisor), Uni-President
Enterprises Corp.
(Note 9) - - -

~7~

Title Nationality 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

Experience(Education)
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
Remark
(Note 4)
Shares Shares Shares Shares Title Name Relation
Director
(Representative)
R.O.C. Jia-Horng
Guo
(Note 5)
M 2018.06.27
3
2017.08.18
-
- - - - - - - Education:
Master of Finance, University of
Illinois, Master of Business
Administration, University of
Minnesota, BS, National Taiwan
University.
Experience:
Managing Director & head of UBS
Investment Banking, Taiwan,
Executive Director of Citigroup
Investment Bank, Taiwan、
Director of ING Barings
Investment Bank、Director of Citi
Investment Bank(HK).

(Note 9)
- - -
Director
(Representative)
R.O.C. Fu-Jung Lai
(Note 5)
M 2018.10.29
3
2018.10.29
-
- - - - - - - Education:
MBA, Kun Shan Univ., R.O.C.
Experience:
Chief Secretary of Presiden’t
office of Uni-President
Enterprises Corp.
Manager of the Secretariat to the
Board of Directors of
Uni-President Enterprises Corp.,
Director of Uni-President Social
Welfare CharityFoundation
- - - -
Director
(Institutional
Shareholder)
Tainan City Kao Chyuan
Inv. Co., Ltd.

-
2018.06.27
3
2002.06.13
14,832,733
1.88%
14,832,733
1.88%
-
- - - - - - - -
Director
(Representative)
R.O.C. Shiow-Ling
Kao
(Note 6)
F 2018.06.27
3
2010.07.05
-
- - - - - - - Education:
Marymount College, University of
Southern California
Experience:
Chairman and President of Kao
Chyuan Inv. Co., Ltd.

(Note 9)
chairm
an
Chih-
Hsien
Lo

spouse
Director
Institutional
Shareholder
Tainan
City .
Tainan
Spinning
Co.,Ltd.
- 2018.06.27
3
1997.10.16
23,605,921
2.99%
23,605,921
2.99%
-
- - - - - - - -
Director
(Representative)
R.O.C. Po-Ming Hou
(Note 7)

M
2018.06.27
3
2016.11.10
-
- - - - - - - Education:
Chinese Culture Univ., R.O.C
Experience:
Chairman and President of
Tainan Spinning Co., Ltd.
(Note 9) - - -
Director
(Institutional
Shareholder)
Taipei City
President
International
Development
Corp.

-
2018.06.27
3
2010.07.06
28,673,421
3.63%
28,673,421
3.63%
-
- - - - - - - -

~8~

Title Nationality 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
Experience(Education) 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
Remark
(Note 4)
Shares Shares Shares Shares Title Name Relation
Director
(Representative)
R.O.C. Chiou-Ru
Shih
(Note 8)
F 2018.06.27
3
2010.07.06
-
- - - - - - -




Education:
MA in Economics, University of
Hawaii
Experience:
Vice General Managert, President
International Development Corp.,
Director, President Biosystems
Co., Ltd., Department Director,
President Life Sciences Co., Ltd.
Investment

(Note 9)
- - -
Director
(Institutional
Shareholder)
Taipei City
National
Development
Fund,
Executive
Yuan

-
2018.06.27
3
1997.10.16 109,539,014 15.85% 109,539,014 13.85%
-
- - - - - - - -
Director
(Representative)
R.O.C. Ming-Chuan
Hsieh
(Note 9)
F 2018.06.27
3
2018.06.27
-
- - - - - - -







Education:
Master of Health Services
Administration, China Medical
University
Experience:
Executive supervisor,
Taiwan Health & Wellness
CounselingAssociation
(Note 9) - - -
Director
(Representative)
R.O.C. Ya-Po Yang
(Note 9)
M 2018.06.27
3
2018.06.27
-
- - - - - - -









Education;

Professor of
Institute of
Business and
Management
, College of
Management
, National
University of
Kaohsiung

-
- -
Ph.D. in Economics, Department
of Economics National Taiwan
University
Experience:
Professor and Chairperson of
Institute of International Business,
College of Business, Southern
Taiwan University of Science and
Technology
Director
(Institutional
Shareholder)
Tainan
City.
Taiwan
Sugar
Corporation
- 2018.06.27
3
2012.06.13
32,581,963
4.12% 32,581,963 4.12%
-
- - - - - - - -
Director
(Representative)
R.O.C. Kuo-Hsi
Wang
(Note 10)
M 2018.06.27
3
2016.01.11
-
- - - - - - -










Education:
Ph.D in Agricultural, Department
of Agricultura Chemistry, National
Taiwan University
Experience:
Taiwan Sugar Corporation Chief,
Deputy Chief Executive Officer
and Acting temporary Chief
Executive Officer, Institute Chair
and Acting temproary Chief
Executive Officer,Institute Chair

Vice
President of
Taiwan Sugar
Corporation
Director of
Taigen
Biopharmace
uticals
Holdings
Limited

-
- -

~9~

Title Nationality 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
Experience(Education) Other
Position
Executives, Directors o~~r~~
Supervisors who are
spouses or within two
degrees of kinship
Executives, Directors o~~r~~
Supervisors who are
spouses or within two
degrees of kinship
Executives, Directors o~~r~~
Supervisors who are
spouses or within two
degrees of kinship

Remark
(Note 4)
Shares Shares Shares Shares
Title

Name

Relation
Independent
Director
R.O.C. Wei-Te Ho M 2018.06.27
3
2012.06.13
-
- - - - - - - Education:
Ph.D, Department of
Accountancy,
National Cheng Kung University
Experience:
Deputy Section Chief, Audit
Department, Diwan, Ernst &
Young (now Ernst & Young),
Full-Time Lecturer, Department of
Accounting Information, Southern
Taiwan University of Science and
Technology



~~Assistant~~
Professor,
Dept. of
Accounting
Information,
Southern
Taiwan
University of
Science and
Technology,
Independent
Director,
Tainan
Spinning Co.,
Ltd.

-
- -
Independent
Director
R.O.C. Wen-Chang
Chang
M 2018.06.27
3
2018.06.27
-
- - - - - - - ~~Education:~~
Ph.D. Physiological Chemistry,
University of Tokyo, Faculty of
Pharmaceutical Sciences, Tokyo,
Japan
Experience:
1.Vice Chairman, Institute for
Biotechnology and Medicine
Industry
2.Deputy Minister, National
Science Council、General
Director, Department of Life
Sciences, National Science
Council, Taiwan
3.Visiting Professor, Biosignal
Research Center, Kobe
University
4.Visiting Scholar, William Harvey
Research Institute (Director Sir
John R. Vane), London, U. K.
5.National Cheng Kung University,
Tainan, Taiwan : Professor,
Department of Pharmacology,
College of Medicine、Chairman,
Department of Pharmacology,
National Cheng Kung University、
Chairman, Institute of Basic Medical
Sciences, National Cheng Kung
University、Associate Dean, College
of Medical、University Chair
Professor、Director, Center for
Biosciences and Biotechnology、
Dean, College of Bioscience and
Biotechnology、Distinguished Chair
Professor、Emeritus Distinguished
Chair Professor
6.Visiting Scientist, College of
Pharmacy, University of Kentucky,
Lexington, Kentucky, USA
7.Visiting Scientist, Tokyo
Metropolitan Institute of
Gerontology, Tokyo, Japan
8.Visiting Fellow, Gerontology
Research Center, National
Institute on Aging, NIH, Baltimore,
Maryland, USA


Chair
Professor and
Chairman,
Board of
Trustees, of
Graduate
Institute of
Medical
Sciences,
College of
Medicine,
Taipei Medical
University,
Chair
Professor,
Graduate
Institute of
Medical
Sciences,
College of
Medicine,
Taipei Medical
University,
Emeritus
Distinguished
Chair
Professor of
National
Cheng Kung
University,
Academician
of Academia
Sinica,
Independent
Director of
Universal
Cement
Corporation,S
cinoPharm
Taiwan, Ltd.

-
- -

~10~

Title Nationality 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
Experience(Education) 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
Remark
(Note 4)
Shares Shares Shares Shares Title Name Relation
Independent
Director
R.O.C. Li-Tzong
Chen
M 2018.06.27
3
2018.06.27
-
- - - - - - -






































Education:
Ph.D, Kaohsiung Medical
University Graduate Institute of
Clinical Medicine
Experience:
1.Organization Planner of
Committee Chairman in
Department of Ministry of Science
and Technology, Division of
Internal Medicine(2)
2.Deputy Organization Planner of
Committee Chairman in
Department of Ministry of Science
and Technology, Division of
Internal Medicine(2)
3.Research Vice President,
Kaohsiung Medical University
Chung-Ho Memorial Hospital
4.Director, Cancer Center of
Kaohsiung Medical University
Chung-Ho Memorial Hospital
5.Acting Temporary Board
Director of Taiwan Oncology
Society
6.Acting Temporary Supervisor of
The Gastroenterological Society
of Taiwan
7.Deputy Chair of National
Institute of Cancer Research,
National Health Research
Institutes
8.Acting Temporary Attending
Physician of National Taiwan
University Hospital Department of
Oncology
9.Acting Temporary Attending
Physician of Taipei Veterans
general Hospital-Department of
Internal Medicine




(Note 9)
- - -

Note 1: Amount of shares held and Percentage of shared held as of May 2, 2020

Note 2: Disruption for first term as the company's director: None

Note 3: If the Company's Directors have held any position in the Chartered Accounting firm or its affiliates: None

Note 4: Where the Chairman of the Board of Directors and the President or person of an equivalent post (the highest level manager) of a company are the same person, spouses, or relatives within the first degree of kinship : None

Note 5: Uni-President Enterprises Corp. Representative

Note 6:Kao Chyuan Inv. Co., Ltd. Representative

Note 7:Tainan Spinning Co., Ltd .Representative

Note 8: President International Development Corp. Representative Note 9: National Development Fund, Executive Yuan Representative Note 10: Taiwan Sugar Corporation Representative

~11~

Note 9 : Current position with other company

Name Current Position with Other Company
Chih-Hsien
Lo
Chairman of:
Uni-President Enterprises corp., President Chain Store Corp., Ton Yi Industrial Corp., TTET Union
Corp., Prince Housing & development Corp., ScinoPharm Taiwan, Ltd. Uni-President Natural
Industrial Corp., President Packaging Corp., Woongjin Foods Co., Ltd., Daeyoung Foods Co.,Ltd.,
President International Development Corp., Uni-President China Holdings Ltd., Changjiagang
President Nisshin Food Co., Ltd., Uni-President (Philippines) Corp., Uni-President (Thailand) Ltd.,
Uni-President (Vietnam) Co., Ltd., Uni-President Enterprises (China) Investment Co., Presco
Netmarketing Inc., Uni-President Dream Parks Co., President Century Corp., President Property
Corp., Cheng-Shi Investment Holding Co., Uni-OAO Travel Service Corp., Prince Real Estate Co.,
Time Square International Holding Co., Ltd., Times Square International Stays Corp., Time Square
International Hotel Corp.
Vice Chairman of:President Nisshin Corp.
Director of:
Presicarre Corp., Uni-Wonder Corp., Uni-President Organics Corp., Uni-President Glass Industrial Co.,
Ltd., Cayman President Holdings Ltd., Kai Yu (BVI)Investment Co., Ltd., President Fair Development
Corp., Uni-PresidentSoutheast Asia Holdings Ltd., Uni-President Asia Holdings Ltd., Uni-President Hong
Kong Holdings Limited, Champ Green CapitalLimited, Champ Green (Shanghai) Consulting Co., Ltd.,
Guangzhou President Enterprises Co., Ltd., Fuzhou President Enterprises Co., Ltd., Xinjiang President
Enterprises Food Co., Ltd., Wuhan President Enterprises Foods Co., Ltd., Kunshan President
Enterprises Food Co.,Ltd., Chengdu President Enterprises Food Co., Ltd., Shenyang President
Enterprises Co., Ltd., Harbin President Enterprises Co., Ltd., Hefei President Enterprises Co., Ltd.,
Zhenzhou President Enterprises Co., Ltd., Beijing President Enterprises Drinks Co., Ltd., Uni-President
Enterprise (Kunshan) Food Technology Co., Ltd., Nanchang President Enterprises Co., Ltd.,
Uni-President Trading (Hubei) Co., Ltd., President (Shanghai) Trading Co., Ltd., Kunming President
Enterprises Food Co., Ltd., Yantai Tongli Beverage Industries Co., Ltd., Changsha President Enterprises
Co., Ltd., Bama President Mineral Water Co., Ltd., Nanning President Enterprises Co., Ltd., Zhanjiang
President Enterprises Co., Ltd., Chongqing President Enterprises Co., Ltd., Taizhou President
Enterprises Co., Ltd., Akesu President Enterprises Co., Ltd., Changchun President Enterprises Co., Ltd.,
Uni-President (Shanghai) Pearly Century Co., Ltd., Baiyin President Enterprises Co., Ltd., Hainan
President Enterprises Co., Ltd., Guiyang President Enterprises Co., Ltd., Jinan President Enterprises
Co., Ltd., Hangzhou President Enterprises Co., Ltd., Wuxue President Mineral Water Co., Ltd.,
Shijiazhuang President Enterprises Co., Ltd., Xuzhou President Enterprises Co., Ltd., Henan President
Enterprises Co., Ltd., President (Kunshan) Trading Co., Ltd., Shaanxi President Enterprises Co., Ltd.,
Jiangsu President Enterprises Co., Ltd., Changbaishan Mountain President Enterprises (Jilin) Mineral
Water Co., Ltd., Ningxia President Enterprises Co., Ltd., President Enterprises (Shanghai) Co., Ltd.,
President Enterprises (Inner Mongolia) Co., Ltd., Shanxi President Enterprises Co., Ltd., Uni-President
Enterprise(Hutubi) Tomato Products Technology Co., Ltd., Uni-President Enterprises (Shanghai) Drink &
Food Co., Ltd., Uni-President Enterprises (Tianjin) Co., Ltd., Hunan President Enterprises Co., Ltd.,
President Packaging Holdings Ltd., Kuang Chuan Dairy Co., Ltd., Kuang Chuan Foods Ltd., President
Energy Development (Cayman Islands) Ltd., Uni-President Development Corp., President Professional
Baseball Team Corp., Tait Marketing & Distribution Co., Ltd., Wei Lih Food Industrial Co., Ltd., Howard
Beach Resort Kenting Co., Ltd., Nanlien International Corp., President Chain Store (BVI)Holdings Ltd.,
President Chain Store (Labuan) Holdings Ltd., Tone Sang Construction Corp., Retail Support
International Corp., Uni-President Assets Holdings Ltd., Prince Property Management Consulting Co.,
Kao Chyuan Inv. Co., Ltd
President of:Presco Netmarketing Inc.
Tsung-Ming
Su
Chairman of:
President Life Sciences Co., Ltd., Tong Yu Investment Corp., Uni-President Development Corp.,
AndroSciences Corp.
Director of:
President Chain Store Corp., ScinoPharm Taiwan, Ltd., Grand Bills Finance Corp., President
International Development Corp., Uni-President China Holdings Ltd., President Tokyo Corp.,
Uni-President Hong Kong Holdings Limited, President Tokyo Auto Leasing Corp., Tong-Sheng Finance
Leasing Co., Ltd., Tong-Sheng (Suzhou) Car Rental Co., Ltd., CDIM & Partners Investment Holding
Corp., Xiang Lu Industrial Ltd., President (BVI) International Investment Holdings Ltd., President Energy
Development (Cayman Islands) Ltd., SPT International Ltd., President Life Sciences Co., Ltd.,
Uni-President Development Corp. President Life Sciences Cayman Co., Ltd., Tanvex Biologics, Inc.,
Supervisor of:
Presicarre Corp., Presco Netmarketing Inc., Uni-President Enterprises (China) Investment Co., Ltd.
President of:
ScinoPharm Taiwan, Ltd., President International Development Corp., President Property Corporation

~12~

Name Current Position with Other Company
Shiow-Ling
Kao
Chairman of:
Kao Chyuan Inv. Corp., President Being Corp., President Fair Development Corp., Uni-President
Department Store Corp., President Pharmaceutical Corp., President Drugstore Business Corp.,
Director of:
Uni-President Enterprises Corp., President Chain Store Corp., Ton Yi Industrial Corp., ScinoPharm
Taiwan, Ltd., Prince Housing &Development Corp., President International Development Corp.,
Uni-President Development Corp., Times Square International Hotel Corp., Time Square
International Holding Co., Uni-Wonder Corp., President Century Corp., President (Shanghai) Health
Product Trading Company Ltd., Beauty Wonder (Zhejiang) Trading Co, Ltd
President of:Kao Chyuan Inv. Corp.
Kun-Shun
Tsai
Chairman of:
Uni-President Oven Bakery Corp.,
Director of:
ScinoPharm Taiwan,Ltd.,Tung–Ren Pharmaceutical Corp.,
Tsung-Pin
Wu
Chairman of:
Tung –Ren Pharmaceutical Corp., Kai Nan Investment Co., Ltd., Uni-President Hong Kong Holdings
Limited,
Director of:
President Chain Store Corp., Prince Housing &Development Corp., ScinoPharm Taiwan, Ltd.,
President International Trade & Investment Corp., Kuang Chuan Dairy Co., Ltd., Kuang Chuan
Foods Co, Ltd., Prince RealEstate Co., Ltd., Cheng-Shi Investment Holding Co., Tung Lo
Development Co., Tone Sang Construction Corp., Prince Real Estate Co., Ltd., Time Square
International Holding Co., Ltd., Times Square International Hotel Corp., President Fair Development
Corp., Uni-President Hong Kong Holdings Limited, Uni-President (Vietnam) Co., Ltd., President
International Trade & Investment Corp., Uni-President (Vietnam) Co., Ltd.
Supervisor of:
President Kikkoman Inc., Kunshan President Kikkoman Biotechnology Co., Ltd., President
International Development Corp., President Kikkoman Zhenji Foods Co., Ltd. President Century
Corp., President Baseball Team Corp., Mean Da Enterprise Co., Ltd., Nanlien nternational Corp.,
Times Square International Stays Corp.,Woongjin Foods Co.,Ltd.,DaeyoungFoods Co.,Ltd.
Po-Ming
Hou
Chairman of:
Tainan Spinning Co., Ltd., Nan-Fan Housing Development Co., Ltd. Tainan Spinning Co.,
Ltd.(Vietnam), Nan-Fan International Investment(Cayman), Ltd. Tainan Textile Co., Ltd., Tainan
Spinning Retail & Distribution Co., Ltd.,、Yu Peng Investment Co., ltd., New Yupeng Investment Co.,
Ltd., Tainan Spinning Cultural and Educational Foundation.
Director of:
Uni-President Enterprises Corp. , Prince Housing & Development Corp., ScinoPharm Taiwan, Ltd.,
Nantex Industry Co., Ltd., Nanfang Development Co., Ltd., Tainan Spinning Holdings (Cayman
Islands) Co., Ltd., T. G. I. Co., Ltd., President International Development Corp., Times Square
International Holding Co., Times Square International Stays Corp., Howard Beach Resort Kenting
Co., President Fair Development Corp., Tung Lo Development Co., Ltd., Prince Real Estate Co., Ltd.
GroupChairmanTainan SpinningCo.,Ltd.
Jia-Horng
Guo
Chairman of:Taishin Securities Co., Ltd.
Director of:ScinoPharm Taiwan, Ltd.
Independent Director of:Partner Tech Corporation, Global Brands Manufacture Ltd.
Supervisor:Standard Motor Corp.,DynastyTechwood Corp.
Chiou-Ru
Shih
Director of:
ScinoPharm Taiwan, Ltd., SyNergy ScienTech Corp., President Life Sciences Co., Ltd., President
Life Sciences Cayman Co., Ltd. ,Helios Bioelectronics Inc., Grand Bills Finance Corp., IMQ
Technology Inc., Dabomb Protein Corp.
Vice President of:
President International Development Corp.
Ming-Chua
n Hsieh
Director of:ScinoPharm Taiwan Ltd., Harbinger VI Venture Capital Corp., Harbinger VII Venture
Capital Corp.,
Independent Director of:Uni Pharma Co., Ltd
Supervisor of:Han Tong Investment Inc.
Remuneration Committee member of:PharmaEssentia Corp.
Li-Tzong
Chen
Distinguished Investigator & Director,National Institute of Cancer Research, Chairman, Taiwan
Oncology Society, consulting physician, Kaohsiung Chang Gung Memorial Hospital, emeritus
professorial chair, Institute of Biomedical Science, National Sun Yat-sen University, Adjunct
Professor , Internal Medicine, Kaohsiung Medical University, Professor, Department of Biological
Science and Technology, National Chiao Tung University, Professor, jointly appointed, Institute of
Molecular Medicine, NCKU, Professor, jointly appointed, Institute of Clinical Pharmacy and
Pharmaceutical Sciences, NCKU, attending physician, National Cheng Kung University Hospital.,
Independent Director ofScinoPharm Taiwan, Ltd.

~13~

Table I List of Major Shareholders of ScinoPharm's Institutional Shareholders As of 2019.12.31

Table I List of Major Sharehol ders of ScinoPharm's Institutional Shareholders As of 2019.12.31
ScinoPharm 's Institutional
Shareholders
Major Shareholders of ScinoPharm 's Institutional Shareholders
(HoldingPercentage)
National Development Fund,
Executive Yuan
Uni-President Enterprises
Corp.
Kao Chyuan Investment Co., Ltd.(4.93%), BNP Paribas’s Wealth Management HK.
Branch(3.04%), Hou Po-Ming(2.60%), Hou Po-Yu(2.27%), Government of
Singapore –GOS-EFMC (2.06%), Kao Shiow-Ling (1.64%), J.P. Morgan Chase
Bank N.A. Taipei Brach in custody for Saudi Arabian Monetary Agency(1.54%),
First State Investments ICVC - Stewart Investors Asia Pacific Leaders Fund
(1.52%), J.P. Morgan Chase Bank N.A.(1.34%), Vanguard Emerging Markets
Stock Index Fund (1.30%)
Taiwan Sugar Corporation Ministry of Economic Affairs (86.15%), 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%), Kai
Yu Investment Co., Ltd.(3.33%), Tainan Spinning Construction (3.00%), Kao
Chuan Investment Corp. (1.87%), NANTEX Industry Co., Ltd. (0.67%), and
Nanlien InternationalCorp.(0.67%).
Tainan Spinning Co., Ltd. Hou Po-yu (6.255%), Hou Po-ming (6.223%), Hou Po-yi (6.156%) , Hsin Yung
Hsing Investment Co., Ltd. (4.639%), Hsin Fu Hsing Industrial Co., Ltd. (4.200%),
Fubon Life (3.585%), Hou Chen Pi-hua (1.572%), Chuang Ying-chih (1.464%),
Chuang Ying-nan (1.471%),. Cheng Long Inv.Co., Ltd.(1.176%)
Kao Chyuan Investment Co.,
Ltd
Kao Shiow-ling (63.17%), Chih-Hsien Lo (20.71%), Kao Han-Di (5.70%), Kao
Chi-Yi (5.26%), Lo Hsi-Ai (5.16%)

Table II Key members of Main Corporate Shareholders Listed in Table I As of 2019.12.31

Table II Keymembers of M ain Corporate Shareholders Listed in Table I As of 2019.12.31
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 Life
Services Corporation (3.92%), First Commercial Bank (2.87%), Excel Chemical
Corp. (2.78%), National Development Fund, Executive Yuan (2.75%), Cheng
Chang Investment Co., Ltd. (1.84%), Chunghwa Post Co. Ltd.(1.73%), Vanguard
Emerging Markets Stock Index Fund, A Series of Vanguard International Equity
Index Funds (1.02%),Lee’s Investment Ltd.. (0.99%)
Bank of Taiwan Taiwan Financial Holdings (100%)
Taiwan Business Bank Bank of Taiwan (16.21%), National Development Fund, Executive Yuan
(5.87%),Land Bank of Taiwan (2.29%), Ministry of Finance (2.08%), Morgan
Stanley & Co. International Plc(1.09%), JPMorgan Chase Bank N.A. Taipei Branch
in custody for Vanguard Total International Stock Index Fund a series of Vanguard
Star Funds(1.06%),JPMorgan Chase Bank N.A. Taipei Branch in custodyfor,

~14~

Names of corporate bodies Main shareholders of corporate bodies
Vanguard Emerging Markets Stock Index Fund A Series of Vanguard International
Equity Index Funds(1.00%), BES Engineering Corporation (0.87%), Kin Ming
Investment Co.,Ltd.(0.84%)
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 Corp.
Uni-President Enterprises Corp. (10.03%), Tai Po Investment Co., Ltd. (5.93%),
Tainan Spinning Construction (3.65%), Kao Chuan Investment (3.23%), Wu Tseng
Chao-mei (2.65%), Universal Cement Corporation (2.36%), Universal Cement
Investment Corp.(2.02%), Jiou Fu Investment Co., Ltd. (1.73%), Hsin Yung
Hsing Investment Co., Ltd. (1.63%), and Cheng Lung Investment Co., Ltd.
(1.59%)
President Chain Store Corp. Uni-President Enterprises Corp. (45.40%), First State Investments ICVC - Stewart
Investors Asia Pacific Leaders Fund(4.01%), PCSC Employees Benefits Trust
account in the custody of CTBC Bank (2.06%), Matthews Pacific Tiger Fund
(1.47%), Labor Pension Fund (New Scheme) (1.42%), Government of Singapore
(1.34%), Labor Insurance Fund (1.33%), JPMorgan Chase Bank N.A. Taipei
Branch in custody for T. Rowe Price Emerging Markets Stock Fund (0.88%),
JPMorgan Chase Bank N.A.(0.86%),Vanguard Emerging Markets Stock Index
Fund(0.84%)
Kai Yu Investment Co., Ltd. Uni-President Enterprises Corp. (100%)
Tainan Spinning Construction
Corp.
Tainan Spinning Co. (99.99%)
NANTEX Industry Co., Ltd. Tainan Spinning Co., Ltd. (21.43%), Tainan Spinning Construction Corp.(5.56%),
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. (2.06%), T.H. Wu Foundation. Intro, Forum, Scholarship, Award, Mr.Wu.
(2.05%),Prince Housing & development Corp.,(1.54%), Cheng Li-Ling (1.52%),
Hou Sin Liang (1.47%),
Nanlien International Corp. Uni-President Enterprises Corp. (100%)
Hsin Yung Hsing Investment
Co., Ltd.
Hou Po-yi (31.09%), Hou Po-yu (32.09%), Hou Po-ming (31.94%), Hou Cheng
Pi-hua (1.42%), Hou Su Chin-chien(0.93%), Hou Chih-Sheng (0.85%), Hou
Chih-Yuan(0.85%),
Ho
Ching-Hua
(0.62%),
Hou
Hsing
Overseas
Company(0.21%)
Hsin Fu Hsing Investment Co.,
Ltd.

Hou Po-yi (23.51%), Hou Po-yu (24.11%), Hou Po-ming (24.09%), Hou Chen
Pi-hua
(9.88%),
Hou
Su
Chin-chien(3.00%),
Hou
Hsing
Overseas
Company(0.10%), Hsin Yung Hsing Investment Co. , Ltd. (14.68%), Hou
Chih-Sheng (0.33%),Hou Chih-Yuan(0.30%),
Fubon Life Fubon Financial Holdings (100%)
Cheng Long Inv.
Co., Ltd.
RuiXing International Investment Corp.(100%)

~15~

As of 2020.04.30

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 11 12
Uni-President Enterprises Representative:
Chih-Hsien Lo
0
Uni-President Enterprises Representative:
Tsung-Ming Su
0
Uni-President Enterprises Representative:
Kun-Shun Tsai
0
Uni-President Enterprises Representative:
Tsung-Pin Wu
0
Uni-President Enterprises Representative:
Jia Horng Guo
2
Uni-President Enterprises Representative:
Fu-Jung Lai
0
Kao Chyuan Inv. Co., Ltd. Representative:
Shiow-Ling Kao
0
Tainan Spinning Co., Ltd. Representative:
Po-Ming Hou
0
President International Development Corp.
Representative:
Chiou-Ru Shih
0
National Development Fund, Executive
Yuan
Representative:
Ming-Chuan Hsieh
0
National Development Fund, Executive
Yuan
Representative:
Ya-PoYang
0
Taiwan Sugar Corporation Representative:
Kuo-Hsi Wang
0
Wei-Te Ho 1
Wen-Chang Chang 1
Li-Tzong Chen 0

~16~

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.

  • 1: Not an employee of the Company or any of its affiliates

  • 2: Not a director or supervisor of the Company or any of its affiliates. Not apply to independent director of the Company, the Company’s parent company or any subsidiary of the Company)

  • 3: Not a shareholder whose total holdings, including those of his/her spouse and minor children, or shares held under others’ names, reach or exceed 1 percent of the total outstanding shares of the Company or rank among the top 10 individual shareholders

  • 4: Not a spouse, relative of second degree or closer, or direct blood relative of third degree or closer to the managers listed in (1) and persons listed in (2) or (3).

  • 5: Not a director, supervisor, or employee of a corporate shareholder that directly holds more than 5% of the total issued shares of the Company, a top-five shareholder, or authorized representative to be a director or supervisor of the Company in accordance with Article 27, Paragraph 1 or 2 of the Company Act (however, this does not apply when serving concurrently and mutually as independent director established by the Company and its parent company, subsidiary, or subsidiary of the same parent company in accordance with provisions hereof or local laws and regulations).

  • 6: Not a director, supervisor, or employee of another company where more than half of the director positions or voting shares of that other company and the Company are controlled by the same person (however, this does not apply when serving concurrently and mutually as independent director established by the Company or its parent company, subsidiary, or subsidiary of the same parent company in accordance with provisions hereof or local laws and regulations).

  • 7: Not a director (managing director), supervisor (managing supervisor) or employee of another company or institution where any of its chairmen, presidents, or other equivalent positions are served by the same person or is the spouse of the Company’s chairmen, presidents, or other equivalent positions (however, this does not apply when serving concurrently and mutually as independent director established by the Company and its parent company, subsidiary, or subsidiary of the same parent company in accordance with provisions hereof or local laws and regulations).

  • 8: Not a director (managing director), supervisor (managing supervisor), manager, or shareholder with 5% or more shareholding of a specific company or institution with which the Company has financial or business dealings (however, this does not apply when serving concurrently and mutually as independent director established by the Company and its parent company, subsidiary, or subsidiary of the same parent company in accordance with provisions hereof or local laws and regulations, if that specific company or institution holds no less than 20%, but no more than 50%, of the total issued shares of the Company).

  • 9: Not a professional who provides auditing to the Company or its affiliates, or a professional who provides commercial, legal, financial, accounting, or related services to the Company or its affiliates with a total remuneration of less than NT$500,000 in the past two years, nor is an owner, partner, director (managing director), supervisor (managing supervisor), or manager, or the spouse of any of the above, of a sole proprietorship, partnership, company, or organization that provides such services to the Company or its affiliates. However, this does not apply to members of the Remuneration Committee, Public Tender Offer Review Committee orSpecial Committee for Merger/Consolidation and Acquisition who perform their functions in accordance with laws relevant to the Securities and Exchange Act or the Business Mergers And Acquisitions Act.

  • 10: Not a spouse or relative within second degree by affinity to other directors

  • 11: Not in contravention of Article 30 of the Company Act

  • 12: Not an institutional shareholder or its representative pursuant to Article 27 of the Company Act

~17~

3.2.2 Information of Management Team

As of 2019.12.31 Unit : Shares ; %

Title Nationality Name Gender Date
Effective
Shareholding
(Note1)
Shareholding
(Note1)
Spouse & Minor
Shareholding
Spouse & Minor
Shareholding
Shareholding
by Nominee
Arrangement
Shareholding
by Nominee
Arrangement

Experience(Education)
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
Remark
(Note 2)
Shares Shares Shares Title Name Relation
General Chief
Strategy
Officer
R.O.C. Chih-Hsien
Lo
M 2017.08.18 - - - - - - Education:
U.C.LA, U.S.A.
Experience:
Executive Vice President, President of
Uni-President Enterprises. Corp.MBA,
U.C.LA, U.S.A.
Chairman of:
Uni-President Enterprises
Corp,.President Chain Store
Corp.,Ton Yi Industrial
Corp, TTET Union Corp.,
Prince Housing &
development Corp.,
Uni-President China
Holdings Ltd.,President
Enterprises (China)
Investment Co., Ltd.
(Please refer toPage 12for
more details)

-
- - -
President &
CEO
R.O.C. Tsung-Ming
Su
M 2018.07.05 - - - - - - Education:
MBA, Iowa State Univ., U.S.A.
Work Experience:
CFO of Uni-President Enterprises Corp.,
President Life Sciences Co., Ltd.,
Chairman of:
President Life Sciences Co.,
Ltd., Uni-President
Development Corp.,
AndroSciences Corp. Tung
Yu Investment Co.
(Please refer toPage 12for
more details)

-
- - -
Vice-President
Marketing and
Sales &
Strategic
Officer
R.O.C. Ching-Wen
Lin
F 2010.06.01 106,619 0.013% 33,512 0.004% - - Education:
Ph.D in Chemistry at The Hong Kong
Polytechnic University.
Work Experience:
Researcher, senior marketing manager and
marketing director at ScinoPharm..
President and Director of:
SciAnda Shanghai
Biochemical Technology, Ltd.
Director of:
SciAnda(Changshu)
Pharmaceuticals, Ltd.,
SciAnda (Kunshan)
Biochemical Technology
Ltd, ScinoPharm Singapore
Pte Ltd., Medical and
Pharmaceutical Industry
Technology and
Development Center
Director、Supervisor of:
Taiwan Generic
Pharmaceutical
Association
- - - -
Vice President
Operations
R.O.C. Chih-Fang
Chen
M 2007.08.23 - - - - - - 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 of
production center.
President and Director of:
SciAnda(Changshu)
Pharmaceuticals, Ltd.,
SciAnda (Kunshan)
Biochemical Technology Ltd,
Director of:
SciAnda Shanghai
Biochemical Technology,
Ltd.
- - - -

~18~

Title Nationality Name Gender Date
Effective
Shareholding
(Note1)
Shareholding
(Note1)
Spouse & Minor
Shareholding
Spouse & Minor
Shareholding
Shareholding
by Nominee
Arrangement
Shareholding
by Nominee
Arrangement

Experience(Education)
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
Remark
(Note 2)
Shares Shares Shares Title Name Relation
Vice President
Quality
Management
R.O.C. Katy Cheng
(Note 3)
F 2019.03.25 - - - - - - Education: Kaohsiung Medical University
Pharmacy, Nationnal Chiao Tung
University MBA Master
Experience: Alvogen Quality VP, Pfizer INJ
Plant Manager, Pfizer QO Director,
Synmorsa Plant Manager, J&J QA
Manager, Norvatis Quality Manager
NA - - - -
Vice President
Administration
R.O.C. Li-An
(Susan) Lu
F 2018.08.01 - - - - - - Education:
University of Business Administration/Institute
Financial Management, National Sun
Yat-Sen University
Work Experience:
Vice President of IBT Securities Co. Ltd.,
Assistant Manager of Taiwan International
Securities Corporation, Division Head of
Treasury Division, Uni-President Enterprises
Corp., Director of President Transnet Corp.,
and President Collect Service Corp,
Supervisor of Tong Kuan Enterprise Co.,
Ltd.,

Director of:
President Securities Corp.,
president Transnet Corp.,
President Collect Service
Corp.
Supervisor of:
Tong Kuan Enterprise Co.,
Ltd.
- - - -
Vice President
of Injectable
Business
Division &
CSO
R.O.C. Li-Chiao
Chang
F 2007.11.19 8 0.000% - - - - Education: Ph.D 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.
Director of:
SciAnda(Changshu)
Pharmaceuticals, Ltd.、
SciAnda(Changshu)
Pharmaceuticals, Ltd
- - - -
Senior Director
Product
Portfolio
Management
R.O.C. Yu-Fen
Hung
F 2010.09.15 107,194 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 - - - -
Senior Director
Plant Support
Services
R.O.C. Chin-Lin Liu
(Note 4)
M 2007.11.01 - - - - - - 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.
NA - - - -

~19~

Title Nationality Name Gender Date
Effective
Shareholding
(Note1)
Shareholding
(Note1)
Spouse & Minor
Shareholding
Spouse & Minor
Shareholding
Shareholding
by Nominee
Arrangement
Shareholding
by Nominee
Arrangement

Experience(Education)
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
Remark
(Note 2)
Shares Shares Shares Title Name Relation
Senior
Director
Accounting
R.O.C. Chih-Hui
Lin
F 2010.06.01 - - - - - - Education:
Accounting, Chung Yuan Christian University
、Executive Master of Business
Administration of National Cheng Kung
University
Work Experience:
Manager of finance and accounting at
Airmate (Cayman) International Co Ltd.;
Accounting manager, Senior accounting
manager at ScinoPharm.

Director of:
SPT International, Ltd、
ScinoPharm Singapore
Pte Ltd.
Supervisor of:
SciAnda (Kunshan)
Biochemical Technology
Co., Ltd.、SciAnda
(Changshu)
Pharmaceuticals, Ltd.、
SciAnda Shanghai
Biochemical Technology,
Ltd
- - - -
Senior
Director
Finance
R.O.C. Chih-Ching
Hsu
F 2018.08.20 - - - - - - Education:
MBA, Leonard N. Stern School of Business,
New York University
Work Experience:
SVP, Credit Risk, HSBC Taiwan, SVP/VP,
Credit Risk, HSBC China, AVP/VP, Risk
Analysis Unit, GBM, HSBC Taiwan, Senior
Financial Analyst, Hudson Advisors, Asia
Pacific
NA - - - -
Director
Purchasing &
IT
R.O.C. Chao-An
Chou
(Note 5)
M 2010.07.16 6,675 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 - - - -
Senior
Director of
API
Business,
Marketing
and Sales
R.O.C. Ling-Hsiao
Lien
M 2011.01.03 - - - - - - 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
- - - -

~20~

Title Nationality Name Gender Date
Effective
Shareholding
(Note1)
Shareholding
(Note1)
Spouse & Minor
Shareholding
Spouse & Minor
Shareholding
Shareholding
by Nominee
Arrangement
Shareholding
by Nominee
Arrangement

Experience(Education)
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
Remark
(Note 2)
Shares Shares Shares Title Name Relation
Director
Regulatory
Technical
Service
R.O.C. Luh-Chian
Chang
F 2012.05.01 - - - - - - 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 - - - -
Senior Director
of API
Business,
Marketing and
Sales

R.O.C.
Nan-Sheng
Chan
(Note 6)
M 2012.11.07 89,196 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 - - - -
Director
Audit Office
R.O.C. Shun Yang
Lin
M 2015.08.03 - - - - - - Education:
Department of 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.
Supervisor of:
SciAnda(Changshu)
Pharmaceuticals, Ltd.
- - - -
Director
Quality
Assurance
R.O.C. Albert Song M 2017.01.01 531 0.000%- - - - - Education:
Bachelor Degree, Industrial Engineering,
Tunghai University
Work Experience:
Assistant
ScinoPharm’s Plant Engineer/Supervisor,
QA Specialist/ Senior Manager, Production
Specialist of Top Laminater Corporation,
Production Chief of Asia Colloids and
Chemicals Corporation, Engineer of
Yieh-LoongSteel Co., Ltd.,
NA - - - -

~21~

Title Nationality Name Gender Date
Effective
Shareholding
(Note1)
Shareholding
(Note1)
Spouse & Minor
Shareholding
Spouse & Minor
Shareholding
Shareholding
by Nominee
Arrangement
Shareholding
by Nominee
Arrangement

Experience(Education)
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
Remark
(Note 2)
Shares Shares Shares Title Name Relation
Project
Director,
Operations
R.O.C. Sharon Lee
(Note 7)
F 2015.08.04 - - - - - - Education:
Department of Chemistry, National
Taiwan University; Master in chemistry,
Kansas State University; PhD in Chemistry ,
Wayne State University.
Work Experience:
ScinoPharm’s 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 - - - -
Director
Plant Support
and Services,
Operation
R.O.C. Szu Ching
Wang

M
2018.09.10 - - - - - - Education:
BS, Dept. of Chemical Engineering,
National Central University,Master, Dept.
of Chemical Engineering,National Taiwan
University of Science and Technical
Work Experience:
VP-Manufacturing, ,Plant Manager of
Kaohsiung plant, Director of
Safety/Security/Health /Environmental,
Sale Manager, BU1 Production Manager,
Kaohsiung Plant, Operating Engineer,
Process Engineer, Kaohsiung Plant, of
China American Petrochemical Co.
Ltd.Process & Shift Engineer, TASCO
NA - - - -
Director of
DPT
R.O.C Yu-Wei
Shen
(Note 8)
M 2019.04.01 60,000- -0.007% 35,000 0.004% - - Education:
National Central Univerity Chemical
Engineering Bachelor, National Taiwan
Univerity Chemical Engineering Master
Work Experience:
Food Industry Research and Development
Institute Associate researcher,
ScinoPharm Process Technology
Department Supervisor, Production
Supervisor, Manager, Process Technology
Department Manager, Senior Manager
NA - - - -

~22~

Title Nationality Name Gender Date
Effective
Shareholding
(Note1)
Shareholding
(Note1)
Spouse & Minor
Shareholding
Spouse & Minor
Shareholding
Shareholding
by Nominee
Arrangement
Shareholding
by Nominee
Arrangement

Experience(Education)
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
Remark
(Note 2)
Shares Shares Shares Title Name Relation
Director of
Human
Resources
and Admin.
R.O.C Rachel
Wang
(Note 9)
F 2019.06.03 - - - - - - Education:
Master of Human Resources Management,
Sun Yat-sen University
Work Experience:
Chief of Administrative Center, HannStar
Display Corp., Director of Human
Resources and Administration Division,
Genesis Photonics Corp., Manager of
Human Resources Division, Compal
Communications, Compal Group, Deputy
Manager of Administration Center, Sumika
TechnologyCorp.
NA - - - -

(Note 1): Holding Shares and holding percentage as of 2020.5.2

  • (Note 2) :Where the Chairman of the Board of Directors and the President or person of an equivalent post (the highest level manager) of a company are the same person, spouses, or relatives within the first degree of kinship : None

(Note 3): The Vice President was newly appointed on 2019.03.25

(Note 4): The Director was discharged on 2019.11.14

(Note 5): The Director was discharged on 2020.02.01

(Note 6): The Director was re-assigned on 2019.02.01 to serve as Director of Business Development, released from the duty of Injectable Plant Head.

(Note 7): The Director was discharged on 2020.03.01

(Note 8): The Director was newly appointed on 2019. 04.01

(Note 9): The Director was newly appointed on 2019. 06.03

~23~

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

2019.12.31;Unit: NT$ thousands 2019.12.31;Unit: NT$ thousands 2019.12.31;Unit: NT$ thousands 2019.12.31;Unit: NT$ thousands 2019.12.31;Unit: NT$ thousands 2019.12.31;Unit: NT$ thousands 2019.12.31;Unit: NT$ thousands 2019.12.31;Unit: NT$ thousands 2019.12.31;Unit: NT$ thousands 2019.12.31;Unit: NT$ thousands 2019.12.31;Unit: NT$ thousands
Title Name Total Director Remuneration Summation of
A,B,C,
and D as a
% of After- Tax
Income
Compensation to Directors Also 5erving as Company
Employees
Summation of
A,B,C,D,E,
F and G as a %
of After-Tax
Income
Compensation
from 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) (Note 1)
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-PresidentEnterprises Corp. 2,090 2,090 - - 2,942 2,942 6,740 6,740 5.43% 5.43% 9,472 9,472 108 108 - - - - 9.86% 9.86% 490,951
Chairman Uni-President Enterprises Corp.
Representative:Chih-Hsien Lo
Director Uni-President Enterprises Corp.
Representative:Tsung-Ming Su
Director Uni-President Enterprises Corp.
Representative:Kun-Shun Tsai
Director Uni-President Enterprises Corp.
Representative:Tsung-Pin Wu
Director Uni-President Enterprises Corp.
Representative:JiaHorng Guo
Director Uni-President Enterprises Corp.
Representative:Fu-JungLai
Director TainanSpinning Co.,Ltd.
Director Tainan Spinning Co., Ltd.
Representative: Po-MingHou
Director PresidentInternational Development Corp.
Director President International Development
Corp. Representative:Chiou-Ru Shih
Director National Development Fund, Executive Yuan
Director National Development Fund, Executive
Yuan Representative:Ming-Chuan Hsieh
Director National Development Fund, Executive
Yuan Representative:Ya-Po Yang
Director Kao Chyuan Investment Co.,Ltd
Director Kao Chyuan Investment Co., Ltd
Representative:Shiow-LingKao
Director Taiwan Sugar Corporation
Independent
Director
Wei-Te Ho 765 765 - - - - 2,160 2,160 1.35% 1.35% - - - - - - - - 1.35% 1.35% -
Wen-ChangChang
Li-TzongChen
Total 2,855 2,855 - - 2,942 2,942 8,900 8,900 6.78% 6.78% 9,472 9,472 108 108 - - - - 11.21% 11.21% 490,951

(Note 1): According to compensations payout for managers passed by the board of directors on 2020.03.20.

(Note 2): ScinoPharm Taiwan's policy, system, standards, structure for monthly compensations of independent directors is decided by the board of directors, according to the corporate charter, as well as their responsibilities, risks, and input time, plus reference to the levels of peers, without bonus payout based on corporate profits. Given the industrial nature and scale of operation/assets, as well as responsibilities, existing compensations for independent directors is reasonable. (Note 3): Compensations other than that disclosed the table above collected by directors for services for all the companies in the financial statement: Nil

~24~

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
financialstatements
The company Companies in the consolidated
financialstatements
Under NT$ 1,000,000 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: Jia Horng Guo、
Uni-President Enterprises Corp.
Representative:Fu-Jung Lai、Tainan
Spinning Co., Ltd.、Tainan Spinning
Co., Ltd. Representative:Po-Ming
Hou、President International
Development Corp、President
International Development Corp.
Representative: Chiou-Ru Shih、Kao
Chyuan Inv. Co.,Ltd. Kao Chyuan Inv.
Co., Ltd. Representative: Shiow-Ling
Kao、National Development Fund,
Executive Yuan Representative:
Ming-Chuan Hsieh、Ya-Po Yang、
Wei-Te Ho、Wen-Chang Chang、
Li-Tzong Chen、Taiwan Sugar Co.
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: Jia Horng Guo、
Uni-President Enterprises Corp.
Representative: Fu-Jung Lai、Tainan
Spinning Co., Ltd.、Tainan Spinning
Co., Ltd. Representative: Po-Ming
Hou、President International
Development Corp、President
International Development Corp.
Representative: Chiou-Ru Shih、Kao
Chyuan Inv. Co.,Ltd. Kao Chyuan Inv.
Co., Ltd. Representative: Shiow-Ling
Kao、National Development Fund,
Executive Yuan Representative:
Ming-Chuan Hsieh、Ya-Po Yang、
Wei-Te Ho、Wen-Chang Chang、
Li-Tzong Chen、Taiwan Sugar Co.
Uni-President Enterprises Corp.
Representative: Kun-Shun Tsai、
Uni-President Enterprises Corp.
Representative: Tsung-Pin Wu、
Uni-President Enterprises Corp.
Representative: Jia Horng Guo、
Uni-President Enterprises Corp.
Representative: Fu-Jung Lai、Tainan
Spinning Co., Ltd.、Tainan Spinning
Co., Ltd. Representative: Po-Ming
Hou、President International
Development Corp、President
International Development Corp.
Representative: Chiou-Ru Shih、Kao
Chyuan Inv. Co.,Ltd. Kao Chyuan
Inv. Co., Ltd. Representative:
Shiow-Ling Kao、National
Development Fund, Executive Yuan
Representative: Ming-Chuan
Hsieh、Ya-Po Yang、Wei-Te Ho、
Wen-Chang Chang、Li-Tzong
Chen、Taiwan Sugar Corporation



Uni-President Enterprises Corp.
Representative: Kun-Shun Tsai、
Uni-President Enterprises Corp.
Representative: Jia Horng Guo、
Tainan Spinning Co., Ltd.、Tainan
Spinning Co., Ltd.
Representative: Po-Ming Hou、
President International
Development Corp、President
International Development Corp.
Representative: Chiou-Ru Shih、
Kao Chyuan Inv. Co.,Ltd. Kao
Chyuan Inv. Co., Ltd.
Representative: Shiow-Ling
Kao、National Development Fund,
Executive Yuan Representative:
Ming-Chuan Hsieh、Ya-Po
Yang、Wei-Te Ho、Wen-Chang
Chang、Li-Tzong Chen、Taiwan
Sugar Corporation
NT$1,000,000 (included)
~NT$2,000,000 (not included)
Uni-President Enterprises Corp.
Representative: Chih-Hsien Lo
Uni-President Enterprises Corp.
Representative: Chih-Hsien Lo
None None
NT$2,000,000 (included)
~NT$3,500,000 (not included)
Uni-President Enterprises Corp. Uni-President Enterprises Corp. Uni-President Enterprises Corp. Uni-President Enterprises Corp.
NT$3,500,000 (included)
~NT$5,000,000 (not included)
None None None None
NT$5,000,000 (included)
~ NT$10,000,000 (not included)
None None Uni-President Enterprises Corp.
Representative: Tsung-Ming Su、
Uni-President Enterprises Corp.
Representative: Chih-Hsien Lo
None
NT$10,000,000 (included)
~NT$15,000,000 (not included)
None None None Uni-President Enterprises Corp.
Representative: Fu-Jung Lai
NT$15,000,00 (included)
~ NT$30,000,000(not included)
None None None Uni-President Enterprises Corp.
Representative: Tsung-Ming Su、
Uni-President Enterprises Corp.
Representative: Tsung-Pin Wu
NT$30,000,000 (included)
~ NT$50,000,000(notincluded)
None None None None
NT$50,000,000(included)
~NT$100,000,000(not included)
None None None None
Over NT$100,000,000 None None None Uni-President Enterprises Corp.
Representative: Chih-Hsien Lo
Total 20 20 20 20

~25~

3.3.2 President and senior vice president remuneration

2019.12.31;Unit: NT$ thousand dollars 2019.12.31;Unit: NT$ thousand dollars 2019.12.31;Unit: NT$ thousand dollars
Title Name Salary(A) Severance Pay (B) Bonuses and Allowances
(C)
Profit Sharing- Employee Bonus
(D) (Note 1)
Ratio of total
compensation (A+B+C+D)
tonetincome (%)
Remuneration
from ventures
other than
subsidiaries or
from the parent
company
(Note 1)
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
Strategy Officer
Chih-Hsien Lo 21,383 22,564 692 692 4,698 4,698 1,378 - 1,378 - 12.99% 13.54% 72,779
President Tsuung-Ming Su
Vice President Ching-Wen Lin
VicePresident Chih Fang Chen
Vice President Katy Cheng
Note 3)
VicePresident Li-An(Susan)Lu
Vice President Li-Chiao Chang

(Note 1): 2019 retirement pension appropriate. Appropriation amount or actual payment amount (Note 3): Newly appointed on 2019.03.25 (Note 2): Earnings distribution for 2019 has approved by the Board on 2020.03.20.

Range of remuneration for president and senior vice presidents

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$ 1,000,000 Li-An Lu Li-An Lu
NT$1,000,000 (included)
~NT$2,000,000 (not included)
None None
NT$2,000,000 (included)
~NT$3,500,000 (not included)
None None
NT$3,500,000 (included)
~ NT$5,000,000(not included)
Chih Fang Chen、Chih-Hsien Lo、Tsung-Ming Su、
Li-Chiao Chang、KatyCheng
Li-Chiao Chang、Katy Cheng
NT$5,000,000 (included)
~NT$10,000,000 (not included)
Ching-Wen Lin Chih Fang Chen、Ching-Wen Lin
NT$10,000,000 (included)
~NT$15,000,000 (not included)
0 0
NT$15,000,00 (included)
~ NT$30,000,000(notincluded)
0 Tsung-Ming Su
NT$30,000,000 (included)
~NT$50,000,000(not included)
0 0
NT$50,000,000(included)
~NT$100,000,000(not included)
0 Chih-Hsien Lo
Over NT$100,000,000 0 0
Total 7 7

~26~

3.3.3. Distribution of bonuses to Company management during

2019.12.31 ; 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 Tsung-Ming Su 3,474 3,474 1.60%
Vice-President
Marketing and Sales &
Strategic Officer
Ching-Wen Lin
Vice President
Operations
Chih-Fang Chen
Vice President
Quality Management
Katy Cheng
(Note1)
Vice President
Administration
Li-An Lu
Vice President of Injectable
Business Division

Li-Chiao Chang
Senior Director
Research and
Development
Yu-Fen Hung
Senior Director
Accounting
Chih-Hui Lin
Senior Director
Finance
Chih-Ching Hsu
Director
Purchasing & IT
Chao-An Chou
(Note2)
Director
Custom Synthesis
Ling-Hsiao Lien
Director
Injectable Plant
Nan-Sheng Chan
Director
Regulatory Technical
Service
Luh-Chian Chang
Director
Audit Office
Shun Yang Lin
Director
Production & Material
Management
Sharon Lee
(Note3)
Director
Quality Assurance
Albert Sung
Director
Project
SzuChing Wang

Note 1: Newly appointed on 2019.03.25 Note 2: Retired on 2020.02.01 Note 3: Retired on 2020.03.01

~27~

3.3.4 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.

income.
Item/Year The Company 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
(%)
2018 2019 2018 2019
Total remuneration paid
to directors,

7.06
11.21 7.17 11.21
Total remuneration paid
to Supervisors

-
- - -
Total remuneration paid
to presidents and vice
presidents

5.87
12.99 6.17 13.54
  • (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.

~28~

3.4 Implementation of Corporate Governance 3.4.1 Board of Directors

Total of 7 meetings of the Board of Directors were held of 2019 and up to the publish date of the annual report,. The attendances of directors were as follows:

Title Name Attendance
in Person
By
Proxy
Attendance
Rate (%)
Notes
Chairman Uni-President Enterprises Corp
Representative:Chih-Hsien Lo
7 0 100% None
Director Uni-President Enterprises Corp
Representative:Tsung-Ming Su
7 0 100% None
Director Uni-President Enterprises Corp
Representative:Kun-Shun Tsai
7 0 100% None
Director Uni-President Enterprises Corp
Representative:Tsung-Pin Wu
7 0 100% None
Director Uni-President Enterprises Corp
Representative:
Jia-HorngGuo
6 1 86% None
Director Uni-President Enterprises Corp
Representative:
Fu-JungLai
7 0 100% None
Director President International Development Corp.
Representative: Chiou-Ru Shih
7 0 100% None
Director Kao Chyuan Inv. Co., Ltd.
Representative: Shiow-Ling Kao
5 2 71% None
Director Tainan Spinning Co., Ltd.
Representative: Po-Ming Hou
6 1 86% None
Director National Development Fund, Executive
Yuan
Representative: Ming-Chuan Hsieh
7 0 100% None
Director National Development Fund, Executive
Yuan Representative: Ya-Po Yang
7 0 100% None
Director Taiwan Sugar Corporation Representative:
Kuo-Hsi Wang
5 2 71% None
Independent
Director
Wen-Chang Chang 7 0 100% None
Independent
Director
Li-Tzong Chen 3 4 43% None
Independent
Director
Wei-Te Ho 6 1 86% None

~29~

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:

  2. (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 32 Operations of the Audit Committee " for more information regarding to Article 14-5 of the Securities and Exchange Act. ScinoPharm held 8 board meetings of 2018 and up to the publish date of the annual report; 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 72~74.

  3. (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.

  4. 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 “Rules of Procedure for Board of Directors Meeting,” 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. There is no avoidance of motions in conflict of interest in 2019 and 2020 as of the date of the publication of the annual report for Board Directors Meetings..

  5. The information regarding the self-evaluation (or peer) evaluation cycle and period, evaluation scope, method or evaluation contents : The company's board of directors approved "Rules governing performance evaluation for the board of directors", and will execute the Rules in 2020.

  6. 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 Company's board of directors authorizes the auditing committee and the Remuneration committee, both under its direct jurisdiction, to help it exercise the authority of supervision. Both consist of three independent directors. According to regulations, related cases must be agreed by the committees before submission to the board of directions for approval and execution.

  • (2)According to the revised "Company Act," as notified by the competent authority on Aug. 1, 2018, the company's 9th board of directors approved amendment to the Articles of Incorporation of the Company at its 6th meeting on March 25, 2019.

  • (3)According to the revised "Regulations Governing Acquisition and Disposal of Assets by Public Companies," notified by the competent authority on Nov. 26, 2018, the Company's 9th board of directors approved the Company's "procedure for acquisition or disposal of assets" at its 6th meeting on March 25, 2019.

  • 2019 and up to the publish date Board of Directors Meetings attendance detail for Independence Directors:


Directors:
Explanation: attend inperson: �;attend by authorization:@;absent::*
2019.12.17
2020.03.20





2019 2019.03.25 2019.05.07 2019.06.27 2019.08.02 2019.11.01 2019.12.17 2020.03.20
Wen-Chang
Chang
Li-Tzong Chen @ @ @ @
Wei-Te Ho @

~30~

3.4.2 Operations of the Audit Committee:

1. Major tasks of the auditing committee in the year

  • (1)The Company's auditing committee consists of three independent directors, in charge of supervising, in assistance to the board of the directors, the Company's flow related to accounting, auditing, and financial report, as well as the quality and credibility of financial control.

  • The Company's auditing committee held 7 meeting in 2019 and 2020 as of the date of the publication of the annual report, with major items it reviewed including:

  • a. major auditing plan and report on major audited items of certified public accountants for the year.

  • b. plan, implementation, and efficacy evaluation of the internal control system;

  • c. Amendment to the procedure for acquisition and disposal of assets and revision of the Articles of incorporation.

  • d. Provision of guarantee for medium-term loans for subsidiaries

  • e. Payout of compensations for directors and employees to directors serving as managers or employees at the same time;

  • f. appointment of certified public accountants and compensations;

  • g. independence and qualification of certified public accountants;

  • h. quarterly financial report and annual financial report;

  • i. business report and proposal for distribution of earnings;

  • j. other major items designated by the Company or competent authority.

  • (2)Review of financial report:

The board of directors produced the Company's business reports, financial statements, and proposals for earnings distribution for 2018 and 2019, of which the financial statements have been audited by PwC Taiwan, with the results shown in its auditing report. The committee has also audited the business reports, financial statements, and proposals for earnings distribution without finding any impropriety.

  • (3)Evaluation of the efficacy of internal control system:

  • The Company evaluates the efficacy of the design and implementation of the Company's internal control system, according to the evaluation items stipulated in the "Regulations Governing Establishment of Internal Control Systems by Public Companies." Based on management-control process, the regulations divide internal control system into five constituents: (1) environmental control, (2) risk assessment, (3) control operation, (4) information and communication, and 5. supervisory operation. The evaluation confirms the efficacy of the design and implementation of the Company's internal control system (including oversight and management of subsidiaries) as of 2019.12.31, in terms of attainment of the target for business performance and efficiency, as well as the reliability, timeliness, transparency, and legal compliance of reports.

  • (4) Certified public accountants

  • To assure the independence of the certifying accounting firm, the Auditing Committee evaluates the independence and qualification of certified public accountants, in reference to the criteria listed in No. 10 "The Norm of Professional Ethics for Certified Public Accountant of the Republic of China." The independence and qualification of certified public accountants Yung-chih Lin and Tzu-meng Liu of PwC Taiwan were reviewed and affirmed by the company's 3[rd ] term Auditing Committee at its 4th meeting on 2019.03.20 and the 9[th] term Board of Directors at its 6th meeting on 2019.03.25The independence and qualification of certified public accountants Yung-chih Lin and Tzu-meng Liu of PwC Taiwan were reviewed and affirmed by the company's 3[nd] term Auditing Committee at its 9[th] meeting on 2020.03.11 and the 9[th] term Board of Directors at its 9th meeting on 2020.03.20

~31~

  1. Total of 7 meetings of the Audit Committee were held of 2019 and up to the publish date of the annual report. Independent director attendance is detailed below:
Title Name Attendance
in Person
By Proxy Attendance Rate
(%)
Remarks
Independent
director
Wen-Chang Chang 7 0 100% None
Independent
director
Li-Tzong Chen 7 0 100% None
Independent
director
Wei-Te Ho 7 0 100% None

~32~

Note 1. Major resolutions or opinion during the Auditing Committee 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
Ninth term of
Board of
Directors
(March 25,
2019)
a. The Company’s compensations for directors for fiscal
2018.and employees and vicepresident and above.
none
b. The Company’s business report, parent and
consolidated financial reports for fiscal 2018.
none
c. The Company’s proposed Distribution of 2018 Earnings. none
d. The Company‘s “Statement for Internal Control
Systems” for fiscal 2018.
none
e. The Company’s evaluation results regarding the
independence and suitability of the CPAs and the
appointment of chartered certified accountant and
remuneration package.
none
f. The Company plans to provide guarantee to SciAnda
(Changshou)Pharmaceuticals, Ltd. for mid-term loans
none
g. Amendment to the “Articles of Incorporation” of the
Company.
none
h. Amendment to the Procedures for Acquisition and
Disposal of Assets of the Company.
none
Audit Committee resolution (March 20, 2019):
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
Ninth term of
Board of
Directors
(2019,05.07)
a. The Company’s consolidated financial statement and
Auditor’s report for the first quarter 0f 2018
none
b. The Company plans to provide guarantee to SciAnda
(Changshou) Pharmaceuticals, Ltd. for mid-term loans
none
Audit Committee resolution (May 7, 2019):
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 Ninth
meeting of the
Ninth term of
Board of
Directors
(2019.08.02)
a. The Company’s consolidated financial statement and
Auditor’s report for the second quarter 0f 2019
none
Audit Committee resolution(July 29,2019)
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.
(4) The tenth
meeting of the
Ninth term of
Board of
Directors
(2019.11.01)
a. The CPA’s annual Audit plan and communicate report
with company’s governance unit
none
b. The Company’s consolidated financial statement and
Auditor’s report for the third quarter 0f 2019
none
c. Merger between the company's 100% indirectly owned
subsidiaries ScinoPharm Pharmaceuticals Co., Ltd.
(Kunshan) (SPK) and SciAnda (Changshu)
Pharmaceuticals Co.,Ltd. Ltd.(SPC).
none

~33~

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
Audit Committee resolution (October 30, 2019):
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. .
(5) The eleventh
meeting of the
Ninth term of
Board of
Directors
(2019.12.17)
a. ScinoPharm audit planning for 2020. none
Audit Committee resolution (December 13, 2019):
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. .
(6) The twelfth
meeting of the
Eighth term of
Board of
Directors
(2020.03.20)
a. The Company’s Remuneration distribution plans for
directors for fiscal 2019.and employees and vice
president and above.
none
b. The company’s Business Report, Parent and
Consolidated financial reports for fiscal 2019.
none
c. The Company‘s earning distribution plan for fiscal 2019. none
d. The Company‘s “Statement for Internal Control
Systems” for fiscal 2019.
none
e. The Company’s evaluation results regarding the
independence and suitability of the CPAs and the
appointment of chartered certified accountant and
remunerationpackage.
none
f. The Company plans to provide guarantee to SciAnda
(Changshou) Pharmaceuticals, Ltd. for mid-term loans.
none
g. Amendment to Article of Incorporation of the Company. none
Audit Committee resolution (March 11, 2020):
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. .
(7) The thirteenth
meeting of the
Ninth term of
Board of
Directors
(2020.05.07)
a. The Company’s consolidated financial statement and Auditor’s report for the first quarter 0f
2020.
b. Amendment to "audit committee charter".
c. Amendment to "Key Points for Operation Governing the Compilation Flow for Financial
Statement".
d. Amendment to "Rules Governing Internal Control System”.
e. Amendment to “Enforcement Rules for Internal Auditing".
Audit Committee resolution (April 29, 2020):
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~

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


auditors
Date Communication Key Points
2019.03.20 Audit Committee
2019.03.25 Board of Directors
1. Reviewing the Internal Auditor's report for the fourth quarter of 2018.
2. Reviewing and approving 2018 Statement of Internal Control
System.
2019.05.02 Audit Committee
2019.05.07 Board of Directors
Reviewing the Internal Auditor's report for the first quarter of 2019.
2019.07.29 Audit Committee
2019.08.02 Board of Directors
Reviewing the Internal Auditor's report for the second quarter of 2019.
2019.10.30 Audit Committee
2019.11.01 Board of Directors
Reviewing the Internal Auditor's report for the third quarter of 2019.
2019.12.13 Audit Committee
2019.12.17 Board of Directors
2020 Audit planning
2020.03.11 Audit Committee
2020.03.20 Board of Directors
1. Reviewing the Internal Auditor's report for the fourth quarter of 2019.
2. Reviewing and approving 2019 Statement of Internal Control
System.
2020.04.29 Audit Committee
2020.05.07 Board of Directors
Reviewing the Internal Auditor's report for the first quarter of 2020.

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


auditor
Date Communication Key Points
2018.03.15 Audit Committee The CPA’s response in connection with 2017 financial report audit
report and problems raised by independent directors
2018.05.02 Audit Committee The CPA’s response in connection with financial statements audit
report for first quarter of 2018 and problems raised by independent
directors
2018.07.27 Audit Committee The CPA’s response in connection with financial statements audit
report for second quarter of 2018 and problems raised by independent
directors
2018.10.31 Audit Committee 1. The CPA’s response in connection with financial statements audit
report for third quarter of 2018 and problems raised by independent
directors
2. The CPA’s response in connection with 2018 Audit planning and
communication report with cooperativegovernance divisions.
2019.03.20 Audit Committee The CPA’s response in connection with 2018 Audit planning and
problems raised by independent directors

~35~

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

Companies”
Evaluation Item Implementation Status 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 on2015.05.07, 2016.11.08 and
2019.11.1 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/Major Internal Policy” 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
workout 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?

Based on the spirit of the "Regulations
Governing Establishment of Internal Control
Systems by Public Companies," formulated by
the Financial Supervisory Commission, the
Company has instituted "management
practice for preventing insider trading," as the
mechanism for prevention and management
of insidertrading.

None

~36~

Evaluation Item Implementation Status Deviations
from “the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx
Listed
Companies”
and Reasons
Yes No Abstract Illustration
(4)Does the Company
establish internal rules
against insiders trading with
undisclosed information?
In addition to article 15 of "procedures for
ethical management and guidelines for
conduct," forbidding use of unpublicized
information by employees for insider trading,
the company has formulated "procedure for
handling major internal information," in order
to help employees have correct concept on
corporate governance and avoid insider
trading. In addition article 3.2 of the "code of
conduct for employees" specifies ban on use
of inside information by employees for
obtaining benefits for themselves or others.
The aforementioned regulations have been
posted in the "investor relationship/corporate
governance" section of the company's
website.
Moreover, in addition to periodic declaration of
change of insiders' shareholdings, including
directors and manager, the company has
formulated "operation governing prevention of
insider trading, according to "Regulations
Governing Establishment of Internal Control
Systems by Public Companies" of the
Financial Supervisory Commission, so as to
materialize the mechanism for the prevention
and control of insider trading.


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
"Rules Governing Election of Director 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:
(1) Fundamental conditions and values:
gender, age, etc.
(2) Professional knowledge and skill:
professional background, professional
skill, and industrial experience.


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

~37~

Evaluation Item Implementation Status Deviations
from “the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx
Listed
Companies”
and Reasons
Yes No Abstract Illustration
2. In line with the policy of pluralistic
membership, the company's board of
directors, in addition to at least two female
seats, consists of members with diverse
and supplementary backgrounds, including
expertise in operation and management,
decision making, commerce and economy,
finance and accounting, R&D, which
encompass industrial experience and
international-market perspective, facilitating
attainment of sound corporate operation
and corporate governance.
3. Status for materialization of the pluralistic
policy for the membership of the board of
directors:
(1) Basic conditions and values:
�The company's board of directors has
15 seats, including three independent
directors, for 20% share, who cannot
serve for more than three consecutive
terms. One incumbent independent
director has served seven to eight
years, with the other two one to two
years.
�The current board of directors consists
of 12 male directors and three female
directors, accounting for 80% and
20%, respectively, averaging 60 in
age, with average age of independent
directors reaching 61.
(2) Professional knowledge and skills
(note 1):
�Members of the current board of
directors mostly have knowledge,
skills, and upbringing in operational
judgment, business management,
industrial experience, R&D,
leadership and decision making, plus
rich global perspective.
�Members of the board of directors
include experts, scholars, and
industrial figures with diverse
backgrounds, including business
management, finance and
accounting, monetary affairs,
commerce, economics, medicine,
pharmaceutics, and chemistry.
Independent directors include
president of medicaluniversity and




~38~

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations
from “the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx
Listed
Companies”
and Reasons
Yes No Abstract Illustration
member of the Academia Senica,
director of the National Institute of
Cancer Research, under National
Health Research Institutes, and
college professor, and college
assistant professor for accounting.
They have plural and supplementary
backgrounds, in line with the
pluralistic policy for the membership
ofthe board ofdirectors.
(2)Does the Company
voluntarily establish other
functional committees in
addition to the Remuneration
Committee and the Audit
Committee?
The Company hasn’t establish any other
functional committee besides the
remuneration and audit committees,
As illustration
(3)Does the Company establish
a standard to measure the
performance of the Board,
and implement it annually?
Submit results of
performance evaluation to
the board of directors as
reference in determining the
compensation of individual
directors and nomination for
successive term?
Following approval the "Rules for evaluating
the performance of the board of directors" by
the board of directors on Nov. 1, 2019, the
company will conduct regular evaluation of the
performance of the board of directors and
individual directors accordingly every year
before the declaration of the performance
evaluation by the end of the first quarter of the
following year.


In the process
of Evaluation
(4)Does the Company regularly
evaluate the independence
of CPAs?

Every year, the Company would evaluate the
independence and qualification of its
contracted CPAs by its own. The latest
evaluation was reported to the auditing
committee on 2020.03.11 before being
submitted to and approved by the board of
directors on 2020.03.20. 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 independence and
qualification of CPAs, ascertaining their
suitability to become the Company's CPAs
(Note 2). The contracted accounting firm has
also issued statement on their independence
(Note 3).


None

~39~

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations
from “the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx
Listed
Companies”
and Reasons
Yes No Abstract Illustration
4. Whether or not public
companies have designated
sufficient number of qualified
corporate-governance
staffers and
corporate-governance chief,
in charge of corporate
governance-related affairs
(including, but not limited to,
preparation of data needed
by directors and supervisors
in the execution of their
duties, assistance for
directors and supervisors in
legal compliance, handling of
affairs related to meetings of
the board of directors and
shareholders' meeting and
production of minutes for the
meetings)?

Corporate governance-related affairs and
Board meeting and Shareholders’ meeting
Related affairs are handled by administrative
and finance/accounting units jointly, according
to their responsibilities/power. In addition to
providing directors and independent directors
information necessary the execution of their
duties and updates on related
laws/regulations, helping them in legal
compliance, the two units also prepare data
for meetings of the auditing committee and
the board of directors, as well as
shareholders' meeting, prepare for various
meetings, produce minutes of meetings,
handle corporate registration and change of
registration, regularly review and revise
various corporate governance-related
rulesand regulations, help with advanced
study by directors and independent directors,
carry out publication and reporting according
to requirements for listed firms, and report
regularly to the board of directors the
execution status of corporate governance,
corporate social responsibilities, and
integrity-oriented management, according to
the "Company Law," the "Securities and
Exchange Law," and "Practical Guidelines for
Corporate Governance," in line with the spirit
and requirements of corporate governance.
The company will institute
corporate-governance chief in charge of
corporate governance-related affairs
according to legal schedule.

None
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?


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, reviewing and executing its
corporate social responsibility policy, the
Company has set up an “Interested Parties
Section” 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.
Also 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
corporate governance and ethical
Management.


None

~40~

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations
from “the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx
Listed
Companies”
and Reasons
Yes No Abstract Illustration
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 CompanyLaw.
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
finance, operation, corporate governance and
corporate social responsibility. The website
address is:www.scinopharm.com.tw

None
(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
(3) Whether or not the
company publicizes and
declares annual financial
report within two months
after the end of fiscal year
and publicizes and declares
financial reports for the first,
second, and third quarter, as
well as report on monthly
business status, ahead of set
deadline?

Given the schedule for the compilation and
auditing of financial statement, the company
has yet to be able to publicize and declare
annual financial report within two months after
the end of fiscal year but in line with the
principle of information transparency, will try
its best to publicize and declare quarterly
financial report and report on monthly
business status ahead of set deadline.
Same with
Remark

~41~

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations
from “the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx
Listed
Companies”
and Reasons
Yes No Abstract Illustration
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 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.




None

~42~

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations
from “the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx
Listed
Companies”
and Reasons
Yes No Abstract Illustration
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 2018.(Please refer to page
66-69)
6. Risk Management Policy and
Implementation of Risk Assessment
Criteria:
The Company’s major business operation
policies, investment projects, guarantee
endorsements, lending to others and loans
from banks all undergo intensive analysis
and evaluation by internal competent units
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. Liability Insurance for Directors and
Independent Directors:
The Company has implemented 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 2018 to July 2019, was
reported to and approved by the board of
directors on July5, 2018.






~43~

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations
from “the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx
Listed
Companies”
and Reasons
Yes No Abstract Illustration
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:
According to the final result of the fifth corporate-governance evaluation, the Company explains the
status of improvement and priority items for further improvement as follows:
Contents of Evaluation Item
Status of Improvement and Priority Items
Whether or not the company has formulated
pluralistic policy for the membership of the
board of directors and disclose the
implementation status on the corporate website
and in annual report?
The company has formulated and implemented
pluralistic policy for the membership of the
board of directors and disclosed and analyzed
in detail the situation on the corporate website
and in annual report, conforming to the
requirement of indicator.
Whether ScinoPharm will hold the 2020
shareholder meeting by the end of May?
Because of the time for availability of financial
report and annual report, the 2020 shareholder
meeting is scheduled for June. If time taken in
preparing such reports can be shortened in the
future, shareholder meeting can be scheduled
earlier.
Whether or not the company has instituted
corporate-governance chief, in charge of
corporate governance-related affairs and
explained the position's scope of authority,
major businesses carried out in the year, and
status of related study?
The company will institute
corporate-governance chief, in line with legal
schedule, in charge of corporate
governance-related affairs and disclose related
information on corporate website and in annual
report.
Whether or not the company's rules for
evaluating the performance of the board of
directors has been approved by the board of
directors calling for self-evaluation at least once
a year and disclosure of the evaluation result on
corporate website and in annual report?
The company's board of directors approved the
"Rules governing performance evaluation for
the board of directors" on Nov. 1, 2019 and will
conduct periodic evaluation of the performance
of the board of directors and individual directors
accordingly, whose results will be submitted to
the board of directors in the latest meeting as
reference and included in a report for filing
before the end of the first quarter of the
following fiscal year.
Whether or not the company's rules governing
performance evaluation for the board of
directors has been approved by the board of
directors, calling for external evaluation at least
once every three years before a set deadline
and disclosure of the execution status and
evaluation results on company website or
annual report?
Under evaluation

~44~

Evaluation Item Implementation Status Implementation Status Implementation Status Implementation Status Deviations
from “the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx
Listed
Companies”
and Reasons
Deviations
from “the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx
Listed
Companies”
and Reasons
Yes No Abstract Illustration
Whether or not the company
annual financial report within
end of fiscal year.
can publicize
two months after
Given schedule for the compilation and review
of financial report, the company has yet to be
able to publicize and file annual financial report
within two months after end of fiscal year but
based on the principle of information
transparency, the company has tried its best to
publicize and file quarterly financial reports and
reports on monthly business status ahead of
mandatory schedule.
Whether or not the company has signed
collective agreement with labor union, according
to the Collective Agreement Act?
Although the company's has not set up labor
union yet, it has convened labor-management
meeting regularly for discussing and resolving
on issues related to labor interests, so as to
promote labor-management harmony and
stabilize labor-management relationship.

N ote1 : Our boards of directors possess the following abilities:

Item/Name Gender Professional
background
Ability to
make
professional
judgement
Ability to
conduct
management
administration
Commerce
and
Economics
Ability to
perform
accounting
and
financial
analysis
Knowledge of
the industry
Professiona
l R&D
An
Internation
al market
Prospect
Ability to
lead
Ability to
make
policy
decisions
Chih-Hsien
Lo
M Business
Administration
Tsung-Ming
Su
M Business
Administration
Kun-Shun
Tsai
M Food technology
Tsung-Pin
Wu
M Finance &
accounting
Jia-Horng
Guo
M Finance &
Banking
Fu-Jung Lai M Business
Administration
Po-Ming
Hou
M Tourist
management
Shiow-Ling
Kao
F Business
Ming-Chuan
Hsieh
F Medical Matters
Management
Ya-Po Yang M Economics
Chiou-Ru
Shih
F Economics
Kuo-Hsi
Wang
M Agro-chemical
Wei-Te Ho M Finance &
accounting
Wen-Chang
Chang
M Pharmacy
Li-Tzong
Chen
M Clinical
Medicine

~45~

3.4.4 Composition, Responsibilities and Operations of the Remuneration Committee

Based on the corporate charter, the Company has established Remuneration committee, whose members are appointed by the board of directors, according to the organic regulations of the committee. The current Remuneration committee, the fourth Session, comprises three independent directors, who fulfill the following authorities faithfully, as a prudent administrator, and submit 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 company's Remuneration committee adheres to the following principles in exercising the aforementioned authorities:

  • (1)In performance evaluation and determination of salaries and compensations, take into account the payment levels of peers, individual performance, the company's business performance, and future risks.

  • (2)Discourage directors and managers from taking risk beyond reasonable scope for the company, in their quest for high salaries and compensations.

  • (3)Take into account industry features and the company's business nature, in determining the share for the payout of bonus for directors and ranking managers and modification of the payment time for salaries and compensations.

The aforementioned salaries and compensations include cash compensations, stock options, stock bonus for employees, retirement benefits and termination benefits, various subsidies, and other substantial incentives.

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 (Note) Criteria (Note) Criteria (Note) Criteria (Note) Number of
Other Public
Companies
in Which the
Individual is
Concurrentl
y Serving as
an
Remunerati
on
Committee
Member



Remar
k
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 9 10
Independent
director
Wei-Te Ho 1 None
Independent
director
Wen-Chan
g
Chang
1 None
Independent
director
Li-Tzong
Chen
0 None

~46~

Note: 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 any of its affiliates;

  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 of one percent or more of the total number of issued 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 a managerial officer under subparagraph 1 or any of the persons in the preceding two subparagraphs;

  5. Not a director, supervisor, or employee of a corporate shareholder that directly holds five percent or more of the total number of issued shares of the company, or that ranks among the top five in shareholdings, or that designates its representative to serve as a director or supervisor of the company under Article 27, paragraph 1 or 2 of the Company Act;

  6. Not a majority of the company's director seats or voting shares and those of any other company are controlled by the same person: a director, supervisor, or employee of that other company;

  7. Not the chairperson, general manager, or person holding an equivalent position of the company and a person in any of those positions at another company or institution are the same person or are spouses: a director (or governor), supervisor, or employee of that other company or institution;

  8. Not a director, supervisor, officer, or shareholder holding five percent or more of the shares, of a specified company or institution that has a financial or business relationship with the company;

  9. Not a professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides auditing services to the company or any affiliate of the company, or that provides commercial, legal, financial, accounting or related services to the company or any affiliate of the company for which the provider in the past 2 years has received cumulative compensation exceeding NT$500,000, or a spouse thereof; provided, this restriction does not apply to a member of the remuneration committee, public tender offer review committee, or special committee for merger/consolidation and acquisition, who exercises powers pursuant to the Act or to the Business Mergers and Acquisitions Act or Securities and Exchange Act.

  10. Not been a person of any conditions defined in Article30 of the Company Law ;

3.4.4.2 Attendance of Members at Remuneration Committee Meetings

  • (1). There are 3 members in the Remuneration Committee.

  • (2). The forth term of the Remuneration Committee is from July 5 2018 to June 26 2021. Total of 7 Remuneration Committee meetings were held in 2019 and up to the print date. The attendance record of the Remuneration Committee members was as follows:

Title Name Attendance in
Person
By Proxy Attendance Rate
(%)
Remarks
Convener Wen-Chang
Chang
7 0 100% None
Committee
Member
Li-Tzong Chen 7 0 100% None
Committee
Member
Wei-Te Ho 7 0 100% 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.
  • Note: (1) For members of the remuneration committee who leave the post by the end of a year, specify the dates for their departure in the column of notes and attendance rates (%) are calculated by the division of their attendance times by the number of committee meetings during their service periods.

  • (2) If there is reelection for the compensations committee before the end of a year, fill in the names of all the original and new members, including reelected ones, and specify the nature of their membership (original, new, and continuing one) in the column of notes, as well as the date of the reelection. Attendance rates (%) are calculated by the division of their attendance times by the number of committee meetings during their service periods.

~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. Does the company
follow the principle
of materiality in
evaluating risks
related to the
issues of
environment,
society, and
corporate
governance related
to the company's
operation and
formulate related
risk-management
policy or strategy?

In line with the Company's "corporate social
responsibility best principles," which is based
on the "Corporate Social Responsibility Best
Practice Principles for TWSE/GTSM Listed
Companies," and given connection between
CSR development trend, both in Taiwan and
abroad, and corporate core businesses, and
the influence of business activities of the
company and group on stakeholders, the
company has formulated CSR policy, system or
related management guidelines, and concrete
implementation plan.
In fulfilling corporate social responsibility, the
company attends to the interests of
stakeholders and regards highly such factors
as environment, society, and corporate
governance while pursuing sustainable
development and profits. Such factors have
been incorporated into the company's
management guidelines and business
activities, as the company reviews and
evaluates possible risks and the effectiveness
of related management strategy:
1. Environment: Treat environmental protection
and public safety as key issues and establish
an effective occupational safety and health
system, based on the strictest "responsible
care system" of the chemical engineering
industry, so as to assure the safety of people
and actual operation of waste abatement,
emission reduction, and pollution prevention,
as well as avoid environmental-pollution risk
and attain harmonious co-existence with
community and environment.
2. Society: Treating of labor safety and
employees' welfare as key issues, the
company strives to forge a safe and healthy
working environment, regards employee
education and training highly, and offers
good fringe benefits, so as to create a good
labor-management relationship and avoid
the risk of labor-management disputes,
thereby realizing the target of
employee-based operation.





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
3. Corporate governance: Treat legal
compliance as a key issue and assure legal
compliance by the company and employees
via concerted effort of related units and
internal control, so as to avoid the risk of
breach of laws/regulations.
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.
2. 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 November
2019.
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



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
Occupational Safety and Health Act, with the
Company’s president as a General Convener
and is 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 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 actionplans for execution byrelated



~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
units, and review the implementation progress.
Besides, the Company has established an
“Employee Welfare Committee” and a
“Labor-Management Meeting” to screen,
promotes and supervises employee welfare
operations, mediate labor-management
relationship and push for labor-management
cooperation, in accordance with related rules
and regulations.
3.Environmental
Topic
(1) 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
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




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
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 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,


~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
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.
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







~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
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.
(2)Does the
Company
endeavor to utilize
all resources more
efficiently and use
renewable
materials which
have low impact on
the environment?

The company has set up "sustainable
management committee," in charge of
environmental protection, occupational safety
and health, energy conservation, and
greenhouse-gas emission, overseeing a waste
abatement and energy conservation team
responsible for raising utilization efficiency of
various resources and lowering impact on
environment. The committee puts forth annual
sustainable management plan and reviews
execution performance for improvement. In this
regard, the tasks undertaken include recycling
garbage resources, employing recycled
materials to reduce adverse impact on the
environment, recycling compensated 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
(3)Whether or not the
company has
evaluated the
potential risks and
opportunities of
climate change for
the company, now
and future, and
adopted
countermeasures
for related issues?

The energy-conservation team under the
"sustainable management committee" carries
out greenhouse-gas inventory and formulates
the company's strategy on energy
conservation, carbon abatement, and
greenhouse-gas emission reduction, whose
performance is reviewed by the quarterly
meeting of the "sustainable management
committee," as basis for improvement. Existing
greenhouse-gas emission strategy covers
substitution ofgas-fired boiler for fuel oil-fired
None

~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
boiler for steam supply, enhancement of
energy-utilization efficiency for air conditioning
system, installation of water-saving, low-power
consumption equipment, subsidy for carpool
arrangement among employees, and provision
of transportation bus, so as to reduce gasoline
consumption.
(4) Whether or not
the company has
calculated its total
volumes of
greenhouse-gas
emission, water
consumption, and
wastes and
formulated policies
on energy
conservation,
carbon abatement,
green-house gas
emission reduction,
water-consumption
reduction, and
other waste
management
measures?


1. The Company’s greenhouse gas emission
amount has stayed at a low level, with
aggregate annual emissions of six
greenhouse gases reaching 23,132 metric
tons of CO2 in 2019 and decreased 11%
compare with 25,999 metric tons in 2018.
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 3,506 metric tons of CO2 in
2019, accounting for 15.2% of the
Company’s total annual CO2 emissions for
the year.
Indirect greenhouse gas emissions, mainly
from electric power purchased externally
came to 19,626 metric tons of CO2,
commanding 84.8% of the Company’s total
CO2 emissions in 2019.
2. The water usage of recent two years is
140,570 cube meter for 2019 and 157,068
cube meter for 2018. As for the quantity and
handling process for waste water and waste,
please see CSR report for detailed
explanation.
3. Formulate 2020 waste reduction goals,
including
Reducing power bill by NT$3 million a year,
via reduction of the power consumption of
air-conditioning system (adoption of
variable-frequency windmill and modified
HEPA filter and improvement of the air
conditioning system of 3F BI0 Lab).
Via collection of process solvent, cut of
cleansingsolvent,intensification 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
steam-stripper treatment, and monitoring
and control of the toxicity of waste water, cut
waste expense by NT$5 million and less
than NT$30 million a year.
The company has targeted cutting
greenhouse-gas emission by 1-2%, water
consumption by 1-2%, and waste output by
3-5% (based on the 2018 level) via various
energy-conservation and waste-abatement
measures.
4. Social Topic
(1)Does the
Company
formulate
appropriate
management
policies and
procedures
according to
relevant
regulations and the
International Bill of
Human Rights?

1. The company formulates various
management policies based on criteria even
better than the stipulations of the "Labor
Standards Act" and abide by the spirit of the
"International Covenant on Civil and Political
Rights" and the "International Covenant on
Economic, Social, and Cultural Rights." In
addition to stressing respect and equal
rights, the corporate culture calls for
protection of basic human rights and gender
equality in work, which is incorporated into
systems and regulations. The company also
bans, in specific regulations, child labor and
any form of discrimination or differentiated
treatment in employment, performance
evaluation, and promotion, due to gender,
race, marital status, religion, party affiliation,
sex orientation, job grade, nationality, or age.
For a harmonious workplace, the company
has formulated plan preventing illegal
encroachment in execution of duties or
workplace violence, on toip of measures
preventing and tackling sex harassment. Any
employee complaint will be investigation and
treatment according to a set procedure and
informants are protection against any
revenge or unfavorable treatment.
2. With high regard for employees' continuous
growth in work, ScinoPharm offers
employees opportunities to develop multiple
skills and experiences, via not only
on-the-job training but also cross-division job
rotation. Job transfer is carried out after
consultingemployees and accordingto the



None

~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
five principles of the Labor Standards Act
and related labor regulations, without
coercion of threat.
3. The company has formulated complete
standard operating procedure for strict
abidance by employees, on top of installation
of complete emergency relief equipment,
which is subject to regular inspection and
renovation. The company arranges annual
physical examination for employees, with
extra check items for those engaged in
special operations, to prevent potential
health risks.
4. In line with the requirement of the new
Occupational Safety and Health Act, drafted
by the Occupational Safety and Health Act,
the Ministry of Labor, the company has
offered comprehensive care for female
employees, avoiding late-night shift (10:00
p.m.-6:00 a.m.) for pregnant ones and having
in-house health specialists to conduct
preliminary risk assessment for them, to
safeguard their and children's health and
safety and uphold their work right.
5. High regard for human rights also reflects in
the supplier management, as suppliers are
required to comply with conventions and
regulations upholding human rights, both in
Taiwan and abroad. Under the management
mechanism, there has yet to be human-rights
cases which influence the company's
operation. Meanwhile, a corporate culture
stressing mutual respect, human-based
management, and multiple communications
channels have combined to minimize
discriminatory incidents or
labor-management disputes, leading to a
harmonious workplace.


(2) Has the Company
established
appropriately
managed
employee welfare
measures(include

1. The company has formulated reasonable
compensations and performance-evaluation
system and management measures,
according to which salaries are set according
to employees' education and experience,
professional knowledge and skill,and

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
salary and
compensation,
leave and others),
and link
operational
performance or
achievements with
employee salary
and
compensation?
seniority. In addition to year-end bonus and
dividend sharing, extra bonus is paid out
according to the result of performance
evaluation. Levels of compensations are not
affected by such factors, as gender, race,
religion, marital status, and political
standpoint.
2. The company's corporate charter stipulates
that if profitable, the company should
appropriate no less 2% of the year's profits
as employee compensations, which reached
NT$46,765,093 in 2018, according to
resolution of the board of directors. The
compensations were distributed, according
to the results of employees' performance
evaluation, with some receiving some pay
hike, in acknowledgement of their
extraordinary performance.
(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 affiliates regard highly
labor-management relationship, providing
employees a comfortable, safe, and healthy
workplace with complete hardware and
software, including necessary access control
measures regular labor safety education and
training, indoor smoking ban, breastfeeding
room, in-house restaurant, and free laundry
for production-line workers.
2. With high regard for employee and
contractor safety, the company and affiliates
hold, without alert, evacuation and
emergency response drill, twice at least for
the latter. Moreover, all the employees must
undertake fire-fighting and first-aid drills, on
top of monthly safety promotion and drill held
by various units, meeting the requirement of
at least three hours of on-the-job training for
occupational safety and health a year.
3. To help new employees blend into the
company's safety culture, they are required
to take at least three yours of safety and
hygiene training, with additional three yours
of production safety and hygiene training for
those forproduction lines.



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
4. For employee's good health, the company
and affiliates hold physical examination for
new employees and annual physical
examination for existing ones, on top of
institution of infirmary, one health specialist
(with nurse license), and consulting of
outside doctors at fixed times. The company
also holds various health-related programs,
including smoke quitting, weight loss, and
exercise.
5. The company and affiliates have strived to
create good environment for employees'
career development and instituted an
effective plan for cultivation of career
capabilities. Meanwhile, for employee
welfare and optimal working environment,
the company, in addition to various family
events, holds "employee well-being month"
series activities, mostly in the aspects of
family life and spiritual enrichment, so that
employees can not only work securely but
also live happily.
(4) Has the Company
established
effective career
development
training plans?

In ScinoPharm, every employees has
opportunities to demonstrate their talent. A
corporate culture encouraging innovation can
inspire the potential of employees to the utmost
level, tackling various challenges. Along with a
global deployment, we provide employees
multiple development opportunities, via job
rotation, systematic performance evaluation,
and career-development assessment,
supplemented by personal development plans
and training courses, offering a wide stage for
performance by employees. Under such a
system, employees can develop expertise in a
wide range of fields, including R&D, production,
quality control, business development, and
logistics, capable of handling managerial
responsibilities. Over 80% of the company's
managers and higher ranking officials have
ascended to their posts via internal cultivation
and promotion.
The company has taken plans in cultivating
international talent. To meet the needs of talent



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
development and business management, the
company has instituted professional
management courses from the outset, helping
unit chiefs at various levels to develop
managerial capability. Meanwhile, on the basis
of vocational capability system, the company
also plans learning and development roadmap
for the core job capabilities of common
employees, so that they can attain better
performance.
(5) Does the
Company's product
and service comply
with related
regulations and
international rules
for customers'
health and safety,
privacy, sales,
labelling and set
polices to protect
consumers' rights
and consumer
appeal
procedures?


1. The company offers customers after-sales
service helping them solve problems
connected with production process or
product quality.
2. Assist customers in replying to the questions
raised by the regulator when using the
products of the company or affiliates in
registration.
3. All of the company's products conform to
medical laws/regulations of various
countries. In addition to compliance with
related laws/regulations and international
criteria in marketing and labeling, the
company selects credible, honest, and
reliable agents for its products and services,
licensing them to carry out marketing of
various products and forming a firm
relationship with them gradually. Meanwhile,
to uphold customers' interests, the company
has set up various communications
channels, such as e-mail replying to inquiries
within 24 hours.


None
(6) Does the
Company set
supplier
management
policy and request
suppliers to comply
with related
standards on the
topics of
environmental,
occupational safety
and health or labor
right,and their


1. To assure product safety and service quality,
the company also forms procedure for
auditing suppliers to make sure they can
provide the goods safely. ScinoPharm
formulated ”Rules for Consultants and
Suppliers” process procedure to regulate
relevant matters. Also formulated “Suppliers
Audit Procefures. The suppliers currently are
categorized to: raw material suppliers,
non-raw material suppliers, transportation
businesses who offer transportation services
and contractors who help executing relevant
works.
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
implementation
status?
2. In purchasing chemical materials, in addition
to request suppliers providing latest-edition
materials safety data sheet, it is also
mandatory to display conspicuous hazard
label for materials. In addition. Complying
with the government's requirement for
management of controlled materials
(including toxic substance), for avoiding
mistaken use, the company and suppliers will
both seek government permits for sale and
purchase, before the deal is settled.
3. For collaborative firms, the company
evaluates and selects contract
manufacturers capable of meeting its
management requirements, to assure their
capability in handling product and process
hazards safely. The company also screens
and selected waste treatment firms capable
of meeting the company's management
requirements, to assure wastes can be
treated correctly and safety.
4. The company and affiliates have established
rules for selecting contractors, contractor
evaluation measures, and contractor
punishment rules, on top of periodic
meetings for reviewing contractor safety, for
constant improvement of safety and hygiene
management performance, to assure
conformance of contractors to
laws/regulations and the company's
requirements on safety and hygiene, in terms
of personnel, equipment, and entry of
materials into the company.
5. The company has publicized "manual on
contractor safety, hygiene, and
environmental protection management plan,"
specifying ScinoPharm's safety, hygiene, and
environmental-protection policy, which
includes contractor liabilities and obligations,
safety work rules, safety and hygiene
punishment rules, and
environmental-protection commitment, to
assure public safety and avoid environmental
pollution.






~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
5. Does the company
reference
internationally
accepted reporting
standards or
guidelines, and
prepare reports
that disclose
non-financial
information of the
company, such as
corporate social
responsibility
reports? Do the
reports above
obtain assurance
from a third party
verification unit?
In compiling CSR report, the company follows
the regulations of "measures governing
compilation and declaration of CSR report by
TWSE-listed companies" and Global Reporting
Initiative (GRI), using their core items in
identifying, executing, and disclosing
ScinoPharm Taiwan's related strategy and
concrete measures, plus identification of issues
concerned by stakeholders via questionnaire
and systematic data analysis, as basis for
report compilation. A comparison table for
related sections and chapters is available in
appendix, facilitating rapid retrieval and inquiry.
Statistics contained in the report derive from
self-calculation and survey result of
ScinoPharm Taiwan, including financial
statistics, denominated in NT dollar, from
annual financial statement certified by PwC,
which also executed limited assurance for the
report, according to No. 1 assurance standard
on "auditing or perusal of assurance cases for
non-historical financial information," issued by
Accounting Research and Development
Foundation in Taiwan.

None
6. 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, December 20, 2016 and November 1, 2019. 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.
7. Other key information conducive to understanding the operating status of CSR:
ScinoPharm has demonstrated its commitment to corporate governance and CSR with concrete
actions, as a result of which it has ranked among top 5% among companies listed on the central
stock market and over-the-counter market in corporate-governance evaluation by Taiwan Stock
Exchange and top 500 in "CSR corporate citizen award" granted by Commonwealth Magazine. In
addition,the companyhas sent on its own initiative its CSR report to third-partyfair unit for limited

~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
assurance. ScinoPharm has been continuously engaged in social concern and giveback and has
regarded highly employees' health, helping them balance work and life, upholding their equal work
rights, regardless of gender, nationality, and age. Along with the quest for business development, the
company has been actively striving for medical progress for humanity. ScinoPharm has joined hands
with foreign partners in investing in various orphan-drug development plans, in the hope of offering
poor and underprivileged people better medical resources. In environmental protection and energy
consumption, ScinoPharm has been engaged in energy conservation and carbon abatement
continuously, as well as constant review and optimization of existing process, reducing use of
solvent for some products, on the one hand, and raising the percentage for the use of recycled
organic solvent, on the other hand. The company farms out disposal of other wastes to contracted
waste treatment firms and audits their operating method and outlet of wastes periodically. For a long
time, ScinoPharm Taiwan has complied with corporate ethical norms, upheld customers' interests,
and regarded communal relationship highly, including provision of giveback, in order to fulfill its
social responsibilities, with implementation status listed as follows:
(1) 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.
(2) Artistic and Cultural activities:
Support domestic excellent artists, in the hope of pushing public-art events. ScinoPharm has been
sponsoring the Aaeon Foundation, with annual funding of NT$25,000, in organizing domestic artistic
exhibitions for 10 years. Meanwhile, in order to promote aesthetic bearing and humanistic spirit
among workers in the Southern Taiwan Science Park, the 2019 "to be master of your life" series
lectures, the company invited four lecturers, Chen Ya-lin, Yang Shih-yi, Wang Hsiao-li, and Feng
Yu-kang, talking about inspiring and telling tales in life, helping workers in Southern Taiwan Science
Park reflect on the style and significance of their life. The program attracted attendance of 1,200
person/times, boosting the accumulated amount to over 10,000.
(3) Community Welfare:
Situated in the Southern Taiwan Science Park in Tainan, the Company has been actively offering
givebacks to the local community, in order to establish a friendly communal relationship, over the
past years. The Company has taken park in public-service events held by Southern Taiwan Science
Park Administration, such as the 2019 "month of love" event, as an expression of its care for the
well-being of the local community. In 2019, the Company also organized an outdoor corporate party,
raising fund among employees to support the expansion project of the Genesis Social Welfare
Foundation for care of vegetable persons. Another case was solicitation of second-hand books from
employees for donation to local institutions for underprivilegedgroups.

~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
(4) Emergency Relief:
Every year encourage employees donate blood to alleviate blood shortage at local hospitals, In
addition, the Company participated in a program organized by Uni-President Enterprises Group
donating secondhand clothes, to help poor families’ weather chilly winter.
(5) 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 ,help cultivate talents and help students understand the industry
(6) 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 630 employees. Except
helping local students enter the job market, took part in the talent recruitment events held at the
campuses of National Taiwan University, National Cheng Kung University, and Academia Sinica, also
providing internships to students from seven universities, facilitating job preparation by students and
cultivation of industrial talents.

~64~

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) Whether or not the
company has formulated
ethical-management
policy, which has been
approved by the board of
directors and has
specified explicitly in
corporate regulations and
publicized documents
ethical-management
policy and practices, as
well as commitment of the
board of directors and
executives on
implementation of
ethical-management
policy?

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) Whether or not the
company has established
assessment mechanism
for unethical-conduct risks
for periodic analysis and
assessment of business
activities with higher
unethical-conduct risks,
as basis for formulating
program preventing
unethical conducts, which
contains preventive
measures for various
conducts listed in item of
article 7 of "Ethical
Corporate Management


Based on "Ethical Corporate Management
Best Practice Principles for TWSE/GTSM
Listed Companies" and "Sample Template
for XXX Co., Ltd. Procedures for Ethical
Management and Guidelines for Conduct,"
the company has asked directors,
managers, employees, fiduciaries, and
people with actual control power to prevent
bribery and illegal political donations during
the process of business activities, on top of
banning giving or taking any improper gifts,
treatment, or other improper interests, so
as to ward off sacrificing corporate
interests for the sake of personal interests.
The company has installed "stakeholder"
section,as communications channel




None

~65~

Evaluation Item Implementation Status Deviations from the
Ethical Corporate
Management Best
Practices
Principles for
TWSE listed
companies and
reasons
Yes No Abstract Illustration
Best Practice Principles
for TWSE/GTSM Listed
Companies" at least.
between the company and stakeholders,
and "reporting system for unethical
conducts" on corporate website, to
highlight the company's core ethical value
and determination in legal compliance.
(3) Whether or not the
company has specified in
program preventing
unethical conducts
operating procedure,
guidelines for conduct,
punishments for violation,
and appeal system, which
have been implemented
faithfully and subject to
periodic review and
revision?

The company has formulated "ethical
corporate management best practice
principles," "procedures for ethnical
management and guidelines for conduct,"
"guidelines for ethical conduct," and
"guidelines for employee conduct," offering
detailed regulations on employee
conducts. In addition, based on "Ethical
Corporate Management Best Practice
Principles for TWSE/GTSM Listed
Companies," the company has been
preventing possible unethical conducts, on
top of highlighting the importance of ethical
conduct via e-mails, posts on corporate
website, and orientation for new
employees, so as to give employees clear
guidelines in dealing with colleagues,
customers, suppliers, and social public and
avoid conflict of interests and improper
gains. Such requirements have been
incorporated into evaluation system for
employee performance, to assure
implementation of ethical management.
Reporting system for suspected breach of
the requirements, as well as punishment
rules,a have been available.



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
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
Company can terminate or revoke the
contract.
(2)Does the Company
establish an exclusively
(or concurrently)
dedicated unit supervised
by the Board to be in
charge of corporate
integrity?
1. The company has designated legal
affairs, human resources, procurement,
and financial units as units for pushing
ethical management, responsible for
publicizing ethical management-related
laws/regulations and operating
procedure and ethical-management
policy, supervision of prevention of
unethical conducts, operation of
reporting system. Those units formulate
and execute annual plans for operations
under their charge, integrate and review
the execution, explanation, and
consulting of programs on ethical
management and unethical-conduct
prevention of the company and various
units. Those practices and results in
2019 were summarized and reported to
the board of directors in its Nov. meeting.
2. The following is brief description of
ethical management-related practices in
2019:
(1) Education and training
In addition to arrangement for directors
attending related external training
courses and lectures, the company has
also been holding internal and external
education and training on ethical
management, including legal compliance
for ethical management, GMP,
accounting system, and internal control
system, some of whose attendees had to
take test afterward, to augment their
extent of understanding. Attendance for
those courses hit 10,371 person/times,
totaling 24,909 hours.
(2) Periodic review:
In addition to constant evaluation and
review of business activities with higher
risks of unethical conducts by various
units themselves,the company's

None

~67~

Evaluation Item Implementation Status Deviations from the
Ethical Corporate
Management Best
Practices
Principles for
TWSE listed
companies and
reasons
Yes No Abstract Illustration
auditing office inspects compliance of
related systems periodically, to assure
effective operation of the entire
mechanism. In 2019, no cases involving
breach of ethical management were
found.
(3) Reporting system:
To facilitate reporting of suspected
breach of laws and regulations, the
company has instituted employee
communication mail box and protective
measures for informants, as specified in
"guidelines for employee conducts," on
top of "stakeholder" section on corporate
website and a "reporting system for
unethical conducts," as contact window
and reporting channel for stakeholders.
There was no such report in 2019.
(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?
The company has instituted effective
accounting system and internal control
system, on top of constant evaluation and
review of business activities with higher
risks of unethical conduct and periodic
inspection of compliance of related
systems by auditing office for compilation
of report submitted to the board of
directors. To assure their continuing
effectiveness in the design and execution,
related systems are reviewed and revised
None

~68~

Evaluation Item Implementation Status Deviations from the
Ethical Corporate
Management Best
Practices
Principles for
TWSE listed
companies and
reasons
Yes No Abstract Illustration
annually, to ensure a good corporate
governance and risk control mechanism,
as basis for evaluating the effectiveness of
overall internal control system and
compiling statement on internal control
system, to be audited by certified public
accountant, when necessary, or other
relatedprofessional.
(5)Does the Company
regularly hold internal and
external educational
trainings on operational
integrity?

The company arranges job-related
mentoring and education and training, as
well as opportunities for practices, to
facilitate career development of
employees, plus provision of multiple
learning channels and resources, including
on-the-job training, classroom training,
GMP and laws/regulations, and online
learning courses on the company's related
measures.
In 2019, attendance for internal and
external ethical management-related
education and training (including courses
on compliance with related
laws/regulations, GMP, accounting system,
and internal control) hit 10,371
person/times,totaling24,909 hours.


None
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




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
administration, human resources, legal and
related departments to jointly address
alleged issues.
(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
Does the Company
disclose its ethical
corporate management
policies and the results of
its implementation on the
Company’s website and
MOPS
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
pertaining to business integrity has also
been disclosed in the annual reports and
corporate social responsibility reports
posted on the MOPS and corporate
website.
None
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.

~70~

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
6. Other important information to facilitate a better understanding of the Company’s ethical corporate
management policies (e.g., reviews and amends 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.

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 integrity management 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 Remuneration 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 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

~71~

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. In 2019, 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.”

~72~

2019 Directors’ and Independent Directors’ training records

As of 12/31/2019 As of 12/31/2019
Item Title Name Study period Sponsoring
Organization
Course Training
hours
2018
Training
total
hours
Is training
record
fulfill the
requirement
From To
1 Institutional
Shareholder
Representative
Chih-Hsien Lo 2019.01.25 2019.01.25 Taiwan Institute
of Directors
2019 economic outlook and
major decisions of the board of
directors
3 6 Yes
2019.04.26 2019.04.26 Taiwan Institute
of Directors
Analysis of new corporate
governance blueprint and latest
revision of the CompanyAct
3
2 Institutional
Shareholder
Representative
Tsung-Ming Su 2019.04.16 2019.04.16 Taiwan Academy
of Banking and
Finance
Workshop on corporate
governance and corporate
sustainable development
3 22.5 Yes
2019.04.26 2019.04.26 Taiwan Institute
of Directors
The Updated Corporate
Governance Blueprint and
Analysis of the Latest
CorporateLaw Revisions
3
2019.06.28 2019.06.28 Taiwan
Corporate
Governance
Association
Fiduciary Duties of Direcor and
Business Judgment
Rule

3
2019.07.05 2019.07.05 Taiwan
Corporate
Governance
Association
Trend and prevention of major
corporate frauds and
prevention
1.5
2019.07.26 2019.07.26 Taiwan
Corporate
Governance
Association
Role and duty of directors,
supervisors, and managers
3
2019.08.16 2019.08.16 Taiwan
Corporate
Governance
Association
Case study on controversies
caused by financial report
fraud by directors
3
2019.12.10 2019.12.10 Taiwan
Corporate
Governance
Association
Corporate strategy: past,
present, and future
3
2019.12.20 2019.12.20 Taiwan
Corporate
Governance
Association
Rising of innovation
economics—transition of and
challenges to enterprise
management
3
3 Institutional
Shareholder
Representative
Kun-Shun Tsai 2019.01.25 2019.01.25 Taiwan Institute
of Directors
2019 economic outlook and
major decisions of the board of
directors
3 6 Yes
2019.04.26 2019.04.26 Taiwan Institute
of Directors
Analysis of new corporate
governance blueprint and latest
revision of the Company Act
3
4 Institutional
Shareholder
Representative
Tsung-Pin Wu 2019.01.25 2019.01.25 Taiwan Institute
of Directors
2019 economic outlook and
major decisions of the board of
directors
3 6 Yes
2019.04.26 2019.04.26 Taiwan Institute
of Directors
Analysis of new corporate
governance blueprint and latest
revision of the CompanyAct
3
5 Institutional
Shareholder
Representative
Fu-Jung Lai 2019.01.22 2019.01.22 Disclosure of major corporate
information and duty of
directors and supervisors
3 18 Yes
2019.01.25 2019.01.25 Taiwan Institute
of Directors
2019 economic outlook and
major decisions of the board of
directors
3
2019.01.28 2019.01.28 Accounting
Research and
Development
Foundation
Case study on tracing of "fund
flow" for financial-report fraud
and related legal liabilities
3
2019.01.28 2019.01.28 Accounting
Research and
Development
Foundation
Analysis of corporate financial
reports for use in decision
making—practical seminars on
chairpersons' and supervisors'
duties
3
2019.03.19 2019.03.19 Taiwan
Corporate
Governance
Association
Shareholders' meeting and
equity management
3
2019.04.26 2019.04.26 Taiwan Institute
of Directors
Analysis of new corporate
governance blueprint and latest
revision of the Company Act
3

~73~

Item Title Name Study period Study period Sponsoring
Organization
Course Training
hours
2018
Training
total
hours
Is training
record
fulfill the
requirement
From To
6 Institutional
Shareholder
Representative
Jia-Horng Guo 2019.04.18 2019.04.18 Taiwan
Corporate
Governance
Association
New regulations of tax-haven
economic substance law,
corporate risk response, and
prevention of money
laundering
3 6 Yes
2019.08.15 2019.08.15 Taiwan
Corporate
Governance
Association
Analysis and case study of
"Financial Consumer
Protection Act" and fair dealing
policy
3
7 Institutional
Shareholder
Representative
Ming-Chuan Hsieh 2019.07.19 2019.07.19 Securities and
Futures Institute
2019 Sessions on legal
abidance by insiders
of listed companies
fortradinginequity
3 6 Yes
2019.11.16 2019.11.16 TWSE Seminar on effective exercise
of the functions of the board of
directors
3
8 Institutional
Shareholder
Representative
Ya-Po
Yang
2019.07.26 2019.07.26 Securities and
Futures Institute
2019 Sessions on legal
abidance by insiders
of listed companies
fortradinginequity
3 6 Yes
2019.11.08 2019.11.08 Securities and
Futures Institute
2019 Conference on
PreventingInsider Trading
3
9 Institutional
Shareholder
Representative
Shiow-Ling Kao 2019.01.25 2019.01.25 Taiwan Institute
of Directors
2019 economic outlook and
major decisions of the board of
directors
3 6 Yes
2019.04.26 2019.04.26 Taiwan Institute
of Directors
Analysis of new corporate
governance blueprint and latest
revisionofthe CompanyAct
3
10 Institutional
Shareholder
Representative
Chiou-Ru Shih 2019.01.25 2019.01.25 Taiwan Institute
of Directors
2019 economic outlook and
major decisions of the board of
directors
3 6 Yes
2019.04.26 2019.04.26 Taiwan Institute
of Directors
Analysis of new corporate
governance blueprint and latest
revisionofthe CompanyAct
3
11 Institutional
Shareholder
Representative
Po-Ming Hou 2019.01.25 2019.01.25 Taiwan Institute
of Directors
2019 economic outlook and
major decisions of the board of
directors
3 9. Yes
2019.08.08 2019.08.08 Taiwan
Corporate
Governance
Association
Strategy for business
management and news crisis
3
2019.11.12 2019.11.12 Taiwan Institute
of Directors
Eighth annual forum on
Chinese family business
3
12 Institutional
Shareholder
Representative
Kuo-Hsi Wang 2019.07.19 2019.07.19 Securities and
Futures Institute
2019 Sessions on legal
abidance by insiders
of listed companies
fortradinginequity
3 9 Yes
2019.10.30 2019.10.30 Taiwan
Corporate
Governance
Association
How to avoid breach of trust
and non-arm's length
transaction in directors'
decision-making
3
2019.10.30 2019.10.30 Taiwan
Corporate
Governance
Association
Directors' duty and risk
management under new
corporate governance blueprint
3
13 Independent
Director
Wei-te Ho 2019.07.12 2019.07.12 Accounting
Research and
Development
Foundation
Common questions and
practical-affairs analysis for
"lease" under IFRS16IFRS16
3 6 Yes
2018.11.27 2018.11.27 Accounting
Research and
Development
Foundation
Corporate "fraud detection"
practice and analysis of "AI
auditing"
3
14 Independent
Director
Wen-Chang
Chang
2019.08.07 2019.08.07 Securities and
Futures Institute
2019 Sessions on legal
abidance by insiders
of listed companies
3 6 Yes
2019.11.21 2019.11.21 TWSE Sessions for promoting
effective exercise of functions
by directors
3
15 Independent
Director
Li-Tzong Chen 2019.07.26 2019.07.26 Securities and
Futures Institute
2019 Sessions on legal
abidance by insiders
of listed companies
3 6 Yes
2018.11.09 2018.11.09 Taiwan
Securities
Association
Taiwan's information disclosure
system and legal liabilities for
financial reportfraud

3

~74~

  • 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:

2019 Executive Offices’ training records

As of 2018/12/31
2018
Training
total
hours
Is training
record fulfill
the
requirement
39.5
Yes
12
Yes
9
Yes
12
Yes
As of 2018/12/31
2018
Training
total
hours
Is training
record fulfill
the
requirement
39.5
Yes
12
Yes
9
Yes
12
Yes
Item Title Name Study period Sponsoring
Organization
Course Training
hours
2018
Training
total
hours
Is training
record fulfill
the
requirement
From To
1 Vice President
Administration
Li-An Lu 2019.03.22 2019.03.22 Biotechnology and
Pharmaceutical
Industries Promotion
Office, the Ministry of
EconomicAffairs

Forum on M&A in Biotech and
Pharmaceutical Industries
2.5 39.5 Yes
2019.04.24 2019.04.24 Uni-President
Enterprises Corp.
Game of Taiwan's industrial
metamorphosis--practice of
M&A in legal and cultural
aspects
2.5
2019.04.26 2019.04.26 Taiwan Institute of
Directors
Analysis of new corporate
governance blueprint and
latest revision of the Company
Act
3
2019.05.03 2019.05.03 President Securities
Corp.
Emergence of innovative
economy, change and
challenge of corporate
management
3
2019.08.21 2019.08.21 Uni-President
Enterprises Corp.
Legal knowledge for
managers--business secret
andinsidertrading
3
2019.08.29 2019.08.29 Clarivate Analytics 6th Chinese Pharmaceutical
Industry Assembly, Clarivate
Analytics
12
2019.10.02 2019.10.02 Chen & Lin
Attorneys-at-Law
[Labor Incident Act] How
should enterprises cope with
the new law?
3
2019.10.18 2019.10.18 Taiwan Corporate
Governance
Association
Academy for Study by
Directors, study by directors
and supervisors
3
2019.12.06 2019.12.06 The Institute for
Biotechnology and
Medicine Industry
Yang Pan-chyr vs. Barry Lin
vs. Terry Gou--leaders'
dialogue, Asian Medical
Innovation Forum, Dec. 6
7.5
2 Senior Director
Accounting
Chih-Hui
Lin
2019.07.25 2019.07.25 Accounting
Research and
Development
Foundation
Class for advanced study for
accounting chiefs of issuing
securities firms and stock
exchange
12 12 Yes
3 Senior Director
Finance
Chih-Ching Hsu 2019.01.25 2019.01.25 Taiwan Institute of
Directors
2019 economic outlook and
major decisions of the board of
directors

3
9 Yes
2019.04.26 2019.04.26 Taiwan Institute of
Directors
Analysis of new corporate
governance blueprint and
latest revision of the Company
Act
3
2019.05.28 2019.05.28 Securities and
Futures Institute
Workshop on practical affairs
of directors and supervisors
(including independent
directors--How can directors
and supervisors of public
companies execute their
duties?
4 Director
Audit Office
Shun Yang
Lin
2019.02.26 2019.02.26 The Institute of
Internal
Auditors-Chinese
Taiwan
Labor-management
relationship: Analysis and
major auditing items for labor
contracts, work rules, and
labor-managementmeeting
6 12 Yes
2019.04.25 2019.04.25 The Institute of
Internal
Auditors-Chinese
Taiwan
Self-protection in legal
incidents--How to deal with
legal investigation and trial?
6

~75~

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 20, 2020

The internal control system from January 1 to December 31, 2019, according to the result of self-assessment is thus stated as follows:

  1. The Company acknowledges that the implementation and maintenance of internal control system is the responsibility of Board of Directors and management, and the Company has established such system. The internal capital system is aimed to reasonably assure that the goals such as the effectiveness and the efficiency of operations (including profitability, performance and protection of assets), the reliability of financial reporting and the compliance of applicable law and regulations are achieved.

  2. The internal control system has its innate restriction. An effective internal control system can only ensure the foregoing three goals are achieved; nevertheless, due to the change of environment and conditions, the effectiveness of internal control system will be changed accordingly. However, the internal control system of the Company has self-monitoring function and the Company will take corrective action once any defect is identified.

  3. According to the effective judgment items for the internal control system specified in “Highlights for Implementation of Establishing Internal control System by Listed Companies” (hereinafter referred to as “Highlights") promulgated by Securities and Futures Commission, Ministry of Finance R.O.C., the Company has made judgment whether or not the design and execution of internal control system is effective. The judgment items for internal control adopted by “Highlights” are, based on the process of management control, for classifying the internal control into five elements: (1)Control environment;(2)Risk assessments;(3)Control activities;(4)Information and communication; and 5.Monitoring. Each element also includes a ,

certain number of items. For the foregoing items refer to “Highlights".

  1. The Company has adopted the aforesaid judgment items for internal control to evaluate the effectiveness of design and execution of internal control system.

  2. Based on the above-mentioned result of evaluation, the Company suggests that the internal control system, including the design and execution of internal control relating to the ,

effectiveness and efficiency of operation, the reliability of financial reporting the compliance of applicable law and regulations has been effective and they can reasonably assure the aforesaid goals have been achieved.

  1. This statement will be the main content for annual report and prospectus and will be disclosed publicly. If the above contents have any falsehood and concealment, it will involve in the liability as mentioned in Article20, 32, 171 and 174 of Securities and Exchange Law.

  2. This statement has been approved by the meeting of Board of Directors on March 20, 2020, and those 15 directors in presence all agree at the contents of this statement.

ScinoPharm Taiwan, Ltd. Chairman: Chih Hsien Lo C.E.O.: Tsung Ming Su

~76~

  • 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 Result of punishment inflicted on insiders for breach of regulations of internal control system which may have material influence on shareholders' equity or securities price : None.

3.4.11 Major Resolutions of Shareholders’ Meeting and Board Meetings

  • 3.4.11.1 Major Resolutions and implementation status of 2019 Annual General Shareholders’ Meeting

One general shareholders meeting was convened in the fiscal year 2019 and up to the publish date of the annual report. The resolutions were summarized as follows.

(I) shareholders' meeting: 2019/06/27

  • a. Adoption of Business Report and Financial Statements for 2018.

  • Implementation status: Accepted the business reports and financial statements of year 2018: In accordance with the Company Law, all related financial information has been submitted to the government agency for review.

  • b. Adoption of Proposed earnings distribution plan for fiscal year 2018.

  • Implementation status: The Company was to distribute : Cash dividend : NT$0.49 per share. The Earning Distribution Record Date was set on August 2[nd] , 2019, and the Distribution Date was set on Aug. 20, 2019.

  • c. Proposed Amendments to the Article of Incorporation of the Company.

  • Implementation status: Change of registration already made with the competent authority within 15 days, in compliance with legal requirement, and approved by the Southern Taiwan Science Park Administration (approval letter No. 1080018817, before posting of the revised regulations on the corporate website.

  • d. Proposed Amendments to the Procedures for Acquisition and Disposal of Assets of the Company.

  • Implementation status: posting of the revised regulations on the MOPs and corporate website on 2019.06.28 and enforce the amended Regulations

  • e. Approved the proposal submitted at the 2019 annual general shareholders meeting to abolish the restrictions of non-compete clause for representative directors of the ninth session of Board of Directors.

  • Implementation status: Put into force after resolution by the shareholders' meeting on 2019.06.27 and reported the competent authority for publication on the same day

(II) Major Resolutions during the Board of Directors Meetings in 2018 and to the Publish Date of the Annual Report

Seven board meetings were convened in fiscal year 2019 and up to the publish date of the annual report. The major resolutions were summarized below.

(1) The sixth meeting of the Ninth Term of Board of Directors (March 25, 2019)

~77~

  • a. Approved the Company’s remuneration distribution plans for directors and employees for fiscal 2018.

  • b. Approved business report and financial reports for fiscal 2018.

  • c. Approved income distribution plan for fiscal 2018 : Cash dividend NT$0.49 per share.

  • d. Approved “Statement for Internal Control Systems” for fiscal 2018.

  • e. Approved the Company’s performance bonus for vice president and above for fiscal 2018.

  • f. Approved the change of the Company’s organization.

  • g. Approved the employment and position adjustment or promotion of the company's managers.

  • h. Approved the Company’s evaluation results regarding the independence and suitability of the CPAs. The appointment of charter certified accountant and remuneration package.

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

  • j. Approved to offer Letter of Comfort and guarantee for SciAnda (Changshu) Pharmaceuticals, Ltd. medium-term credit loan.

  • k. Approved Proposed Amendment to the Articles of Incorporation of the Company.

  • l. Approved Amendment to the Procedures for Acquisition and Disposal of Assets of the Company.

  • m. Approved the amendment to Chop Usage Management Policy of the Company.

  • n. Approved the abolishment of restrictions of non-compete clause for the Company’s managers, and the proposed releases of prohibition on

  • Directors (including Independent directors) in Shareholders’ Meeting 2019.

  • o. Approved the date, location and agenda for holding of the 2019 annual general shareholders meeting and relevant operating procedures for acceptance of proposals submitted by shareholders who holds over 1% of outstanding shares

(2) The seventh meeting of the Ninth Term of Board of Directors (May 7, 2019)

  • a. Approved the Company’s consolidated financial statement and Auditor’s report for the first quarter 0f 2019.

  • b. Approved hiring for managerial positions.

  • c. Approved amendments to Rules Governing Performance Evaluation of the Company.

  • d. Approved formulation of Standard Operating Procedure for Handling Requirements of Directors

  • e. Approved to offer Letter of Comfort and guarantee for SciAnda (Changshu) Pharmaceuticals, Ltd. medium-term credit loan.

  • f. Approved to reassign the Directors for SPT International, Ltd.

(3) The eighth meeting of the Ninth Term of Board of Directors (June 27, 2019)

  • a. Approved the proposal of 2018 cash dividend ex-dividend date and dividend payment date according to income distribution plan.

~78~

(4) The ninth meeting of the Ninth Term of Board of Director (August 2, 2019)

  • a. Approved the consolidated financial reports for the second quarter of 2019.

  • b. Approved the extension of liabilities insurance contracts for Directors and important employees

  • c. Approved the case involving scrapping of inventories.

  • d. Approved amendments to the Measures for Provisions for Loss from Inventory Valuation Losses of the Company.

  • e. Approved the abolishment of restrictions of non-compete clause for the Company’s managers.

  • f. Approved hiring for managerial positions.

(5) The tenth meeting of the Ninth Term of Board of Directors (November 1, 2019)

  • a. Approved corporate social responsibility realization report (including corporate governance and integrity-based management).

  • b. Approved the consolidated financial statement and Auditor’s report for the third

quarter of 2019.

  • c. Merger between the company's 100% indirectly owned subsidiaries ScinoPharm Pharmaceuticals Co., Ltd. (Kunshan) (SPK) and SciAnda (Changshu) Pharmaceuticals Co., Ltd. Ltd. (SPC).

  • d. Approved formulations of Measures for Evaluating the Performance of the Board of Directors of the Company.

  • e. Approved amendments to the Measures for Screening Standards and Operating Flow for Proposals and Measures for Screening Standards and Operating Flow for Nomination of the Company.

  • f. Approved amendments of the Corporate Governance Best Practice Principles of the Company.

  • g. Approved amendments to the Measures Governing Organization and Operation of Investment Committee and by-election of committee members

  • h. Approved amendments to the Procedure for Application for Suspension and Resumption of Trading of the Company.

  • i. Approved hiring for managerial positions.

(6) The eleventh meeting of the Ninth Term of Board of Directors

(December 17, 2019)

  • a. Approved employees’ salary adjustment program for 2019(including managers). of ScinoPharm Taiwan, Ltd.

  • b. Approved the 2019 business plan of ScinoPharm Taiwan, Ltd.

  • c. Approved the Company’s audit planning of ScinoPharm Taiwan, Ltd. for 2019.

  • d. Approved amendments to the Salary Management Measures of the Company.

  • e. Approved amendments to the Promotion Management Measures of the Company.

~79~

  • f. Approved amendments to the Adjustment of Organization and Organizational Charter of the Company.

  • g. Approved the employment and position adjustment or promotion of the company's managers.

(7) The sixth meeting of the Ninth Term of Board of Directors

(March 20, 2020)

  • a. Approved the Company’s remuneration distribution plans for directors and employees for fiscal 2019.

  • b. Approved the Company’s performance bonus for vice president and above for fiscal 2019.

  • c. Approved business report and financial reports for fiscal 2019.

  • d. Approved income distribution plan for fiscal 2019.

  • e. Approved “Statement for Internal Control Systems” for fiscal 2018.

  • f. Approved hiring for managerial positions.

  • g. Approved hiring for consultants.

  • h. Approved the Company’s evaluation results regarding the independence and suitability of the CPAs. The appointment of charter certified accountant and remuneration package.

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

  • j. Approved to offer Letter of Comfort and guarantee for SciAnda (Changshu) Pharmaceuticals, Ltd. medium-term credit loan.

  • k. Approved Proposed Amendment to the Articles of Incorporation of the Company.

  • l. Approved amendment to the Rules of Procedure for Board of Directors Meeting of the Company.

  • m. Approved amendment to the Rules Governing Election of Directors and Supervisors of the Company.

  • n. Approved amendment to the Rules of Procedures for Shareholders’ Meeting of the Company.

  • o.. Approved the proposed releases of Director’s Non-Compete Restrictions in Shareholders’ Meeting 2020.

  • p. Approved the date, location and agenda for holding of the 2020 annual general shareholders meeting and relevant operating procedures for acceptance of proposals submitted by shareholders who holds over 1% of outstanding shares

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 : None

~80~

3.5 Information Regarding the Company’s Audit Fee and Independence

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 Tzu-Meng Liu January 1st,2019~
December 31st,2019
-
Units: NT$
Fee Items
Fee Range
Audit Fee Non-Audit Fee Total
1 Under NT$ 2,000,000
2 NT$2,000,00(included)
~ NT$4,000,000
V
3 NT$4,000,000(included)
~ NT$6,000,000
V
4 NT$6,000,00(included)
~ NT$8,000,000
5 NT$8,000,000(included)
~ NT$10,000,000
V
6 Over NT$100,000,000

3.5.2The amount of non-auditing relevant fees charged by the appointed independent auditors and the related parties reaches 82.11% of the Company's annual auditing expenses.

Units: NT$ thousands

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

Company
Registration
Human
Resource
Others Subtotal
Pricewaterhouse
Coopers,
Taiwan
Yung-Chih
Lin
4,750 - 100 - 3,800 3,900 January
1st,2019~
December
31st,2019
Mostly
consultancy
fee and tax
consultancy
fee
Tzu-Meng Liu
  • 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 : Not Applicable.

  • 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.

~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.

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

Title Name 2019 2019 As of Apr 30,2020 As of Apr 30,2020
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
(Institutional
Shareholder)
Uni-President
Enterprises Corp
0 0
0

0
Chairman and
General Chief Strategy
Officer
(representative)
Chih-Hsien Lo 0
0

0

0
Director
(representative)
Tsung-Ming Su 0 0
0

0
Director
(representative)
Kun-Shun Tsai 0 0
0

0
Director
(representative)
Tsung-Pin Wu 0
0

0

0
Director
(representative)
Jia Horng Guo 0
0

0

0
Director
(representative)
Fu-Jung Lai 0
0

0

0
Big Shareholder Uni-President
Enterprises Corp
0 0
0

0
Director
(Institutional
Shareholder)
National
Development Fund,
Executive Yuan
0 0
0

0
Director
(representative)
Ming-Chuan Hsieh 0 0
0

0
Director
(representative)
Ya-Po Yang 0 0 0 0
Big Shareholder National
Development Fund,
Executive Yuan
0 0
0

0
Director
(Institutional
Shareholder)
Tainan Spinning Co.,
Ltd.
0 0
0

0
Director
(representative)
Po-Ming Hou 0
0

0

0
Director
(Institutional
Shareholder)
Kao Chyuan
Investment Co., Ltd.
0 0
0

0
Director
(representative)
Shiow-Ling Kao 0 0 0 0
Director
(Institutional
Shareholder)
President
International
Development Corp.
0 0
0

0
Director
(representative)
Chiou-Ru Shih 0
0

0

0
Director
(Institutional
Shareholder)
Taiwan Sugar
Corporation
0 0
0

0

~82~

Title Name 2019 2019 As of Apr 30,2020 As of Apr 30,2020
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
(representative)
Kuo-Hsi Wang 0
0

0

0
Independent Director Wei-Te Ho 0 0
0

0
Independent Director Wen-Chang Chang 0 0
0

0
Independent Director Li-Tzong Chen 0 0
0

0
President & CEO Tsung-Ming Su 0
0

0

0
Vice President Chih-Fang Chen 0 0
0

0
Vice President Ching-Wen Lin 0 0
0

0
Vice President Li-An Lu 0 0
0

0
Vice President Li-Chiao Chang 0 0 0
0
Vice President Katy Cheng 0 0
0

0
Director Yu-Fen Hung 0 0
0

0
Director Chin-Lin Liu (Note 1) 0 0
0

0
Director Chao-An Chou
(Note2)
0 0
0

0
Director & Accounting
Officer
Chih-Hui Lin 0
0

0

0
Director & Finance
Officer
Chin-Ching Hsu 0
0

0

0
Director Ling-Hsiao Lien 0 0
0

0
Director Luh-Chian Chang 0 0
0

0
Director Injectable
Plant
Nan-Sheng Chan 0
0

0

0
Director Sharon Lee (Note 3) (792) 0
0

0
Director Shun Yang Lin 0 0
0

0
Director Albert Song 0 0 0
0
Director Yu-Wei Shen 15,000 0
0

0
Director Rachel Wang
(Note4)
0 0
0

0
Director CC Lin
(Note 5)
0 0
0

0
Director Shih-Hao Yang
(Note 6)
0 0
0

0
Note 1: The Director was discharged on 2019.11.14
Note 2: The Director was discharged on 2020.02.01
Note 3: The Director was discharged on 2020.03.01
Note 4: The Director was newly appointed on 2019.06.03
Note 5: The Director was newly appointed on 2020.02.01
Note 6: The Director was newly appointed on 2020.03.30

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 2019.12.31;Unit:Share;% As of 2019.12.31;Unit:Share;% As of 2019.12.31;Unit:Share;%
Name
(Note 1)
Current
Shareholding(Note 4)
Spouse &
Minor
Shareholding
by Nominee
Arrangement
Name and Relationship Between the Company’s Top Ten Shareholders,
or Spouses or Relatives Within Two DegreesNote 3)
Remark
Shares % Shares % Shares % Name Relationship
Uni-President
Enterprises Corp.
299,968,639 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
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 Director of
Tainan Spinning Co., Ltd.
Prince Housing
& Development
Corp.
1. Company’s chairman is also Chairman of Prince
Housing & Development
2.Company’s director is also Director of Prince Housing
& Development
3.Company’s Assistant Vice President is also Director
of Prince Housing & Development
4. Chairman is the spouse of Director of Prince Housing
& Development
Kao Chyuan
Investment
Co., Ltd.
1. Company’s Chairman and part of Directors is also the
representative of Kao Chyuan Investment Co., Ltd.
2. Company’s Chairman is the spouse of Chairman of
Kao Chyuan Investment Co., Ltd.
3. Company’s Chairman is also Director of Kao Chyuan
Investment Co., Ltd.

~84~

Name
(Note 1)
Current
Shareholding(Note 4)
Current
Shareholding(Note 4)
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 DegreesNote 3)
Name and Relationship Between the Company’s Top Ten Shareholders,
or Spouses or Relatives Within Two DegreesNote 3)
Remark
Shares % Shares % Shares % Name Relationship
Tong Yu
Investment
Corp.
1.Referring to the final parent company of Tong Yu
Investment Corp
2. Vice President also referring to as Chairman of Tong
Yu Investment Corp
Kai Yu
Investment Co.
1. Referring to the parent company of Kai Yu
Investment Co.
2. Assistant Vice President also referring to as
Chairman of Kai Yu Investment Co.
Kai Nan
Investment Co.
1. Referring to the parent company of Kai Nan
Investment Co.
2. Assistant Vice President also referring to as
Chairman of Kai Nan Investment Co.
Uni-President
Enterprises Corp
Representative:
Chih-Hsien Lo
- - - - - - 1. President
International
Development
Corp.
2. Prince
Housing &
Development
Corp.
3.Kao Chyuan
Investment
Co., Ltd
1. Chairman of President International Development
Corp.
2.Chairman of Prince Housing & Development
3. Director of and spouse of chairman of Kao Chyuan
Investment Co., Ltd.
Uni-President
Enterprises Corp
Representative:
Tsung-Ming Su
1. President
International
Development
Corp.
2. Tong Yu
Investment
Corp
1. President and Director of President International
Development Corp
2. Director of Tong Yu Investment Corp
Uni-President
Enterprises Corp
Representative:
Kun-Shun Tsai
4,678 0.001%

~85~

Name
(Note 1)
Current
Shareholding(Note 4)
Current
Shareholding(Note 4)
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 DegreesNote 3)
Name and Relationship Between the Company’s Top Ten Shareholders,
or Spouses or Relatives Within Two DegreesNote 3)
Remark
Shares % Shares % Shares % Name Relationship
Uni-President
Enterprises Corp
Representative:
Tsung-Pin Wu
1. President
International
Development
Corp.
2. Prince
Housing &
Development
3. Kai Nan
Investment
Co.
1. Supervisor of President International Development
Corp.
2. Director of Prince Housing & Development
3. Chairman of Kai Nan Investment Co.
Uni-President
Enterprises Corp
Representative:
Jia Horng Guo
Uni-President
Enterprises Corp
Representative:
Fu-Jung Lai
National
Development
Fund, Executive
Yuan
Institutional
Shareholder
109,539,014 13.85%
National
Development
Fund, Executive
Yuan
Institutional
Shareholder
Representative:
Ming-Chuan
Hsieh

~86~

Name
(Note 1)
Current
Shareholding(Note 4)
Current
Shareholding(Note 4)
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 DegreesNote 3)
Name and Relationship Between the Company’s Top Ten Shareholders,
or Spouses or Relatives Within Two DegreesNote 3)
Remark
Shares % Shares % Shares % Name Relationship
National
Development
Fund, Executive
Yuan
Institutional
Shareholder
Representative:
Ya-Po Yang
Taiwan Sugar
Corporation
32,581,963 4.12%
Taiwan Sugar
Corporation
Shareholder
Representative:
Kuo-Hsi Wang
President
International
Development
Corp.
28,673,421 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 and General Chief
Strategy Officer of Uni-President Enterprises Corp.
3. President and Director is the Vice President of
Uni-President Enterprises Corp.
4. Company Director is Director of Uni-President
Enterprises Corp.
5. Company Director is Assistant Director of
Uni-President Enterprises Corp.
6. Company Supervisor is Assistant Director of
Uni-President Enterprises Corp.
7.Company’s Chairman、Director
Tainan
Spinning Co.,
Ltd.
1. Director is also referring to as Chairman of Tainan
Spinning Co., Ltd.
2. Company’s 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

~87~

Name
(Note 1)
Current
Shareholding(Note 4)
Current
Shareholding(Note 4)
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 DegreesNote 3)
Name and Relationship Between the Company’s Top Ten Shareholders,
or Spouses or Relatives Within Two DegreesNote 3)
Remark
Shares % Shares % Shares % Name Relationship
President
International
Development
Corp.
28,673,421 3.63% Prince Housing
&Development
Corp.
1. Company’s Chairman is also chairman of Prince
Housing &Development Corp.
2. Director is also Director of Prince Housing
&Development Corp.
3. Supervisor is Director of Prince Housing &
Development Corp.
4..Company’s Director
Tong Yu
Investment
Corp.
1. An enterprise invested by Tong Yu Investment Corp.
on the basis of equity-method evaluation
2.President is also Chairman of Tong Yu Investment
Corp.
3. Company is Chairman and Director of Tong Yu
Investment Corp.
Kai Yu
Investment Co.
1. Director is Chairman of Kai Yu Investment Co.
2.Company’s Supervisor
Kai Nan
Investment Co.
1.Supervisor is also referring to as Chairman of Kai
Nan Investment Co.
President
International
Development
Corp.
Representative:
Chiou-Ru Shih
Tainan
Spinning
Co., Ltd.
23,605,921 2.99% Uni-President
Enterprises
Corp..
1. Chairman is also referring to as Director of
Uni-President Enterprises Corp.
2. Chairman is a brother of Director of Uni-President
Enterprises Corp.
President
International
Development
Corp.
1. Company’s Director
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.

~88~

Name
(Note 1)
Current
Shareholding(Note 4)
Current
Shareholding(Note 4)
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 DegreesNote 3)
Name and Relationship Between the Company’s Top Ten Shareholders,
or Spouses or Relatives Within Two DegreesNote 3)
Remark
Shares % Shares % Shares % Name Relationship
Tainan Spinning
Co., Ltd.
Representative :
Po-Ming Ho
1.Uni-President
Enterprises
Corp.
2. President
International
Development
Corp.
3.Prince
Housing &
Development
Corp.
1. As Representative of institutional Director of Uni-President
EnterprisesCorp.
2. AsRepresentativeof institutional Director ofPresident
International Development Corp.
3. As Representative of institutional Director ofrince
Housing & Development Corp.
Prince Housing &
Development
Corp
23,605,921 2.99% Uni-President
Enterprises
Corp.
1. Uni-President Enterprises Corp. is Company’s
Chairman and biggest Shareholder.
2. Chairman is also referring to as Chairman of
Uni-President Enterprises Corp.
3. Partial Directors are also Directors of Uni-President
Enterprises Corp.
Kao Chyuan
Inv. Co., Ltd.
1. Kao Chyuan Inv. Co., Ltd.. is Company’s Director
2. Chairman is the spouse of Chairman of Kao Chyuan
Inv. Co., Ltd.
3.Director is Director of Kao Chyuan Inv. Co., Ltd.
Tong Yu
Investment Corp.
15,067,166 1.91% 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 Director and President
ofPresident International Development Corp.
3. Company’s Chairman and Director
Kao Chyuan
Investment Co.,
Ltd.
14,832,733 1.88% Uni-President
Enterprises
Corp.
1. Chairman is also referring to as the Director of
Uni-President Enterprises Corp.
2. Director is Chairman 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.

~89~

Name
(Note 1)
Current
Shareholding(Note 4)
Current
Shareholding(Note 4)
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 DegreesNote 3)
Name and Relationship Between the Company’s Top Ten Shareholders,
or Spouses or Relatives Within Two DegreesNote 3)
Remark
Shares % Shares % Shares % Name Relationship
President
International
Development
Corp.
1. Chairman is also referring to as the Director of
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. Referring to President International Development
Corp.’sDirector
Prince Housing
&Development
Corp.
1. Chairman is also referring to as the Director of Prince
Housing &Development Corp.
2. Director is the Chairman of Prince Housing
&Development Corp.
3. Chairman is the spouse of Chairman of Prince
Housing &Development Corp.
4. Referring to Prince Housing &Development Corp.’s
Director
Kao Chyuan Inv.
Co., Ltd.
Representative:
Shiow-Ling Kao
1. ni-President
Enterprises
Corp.
2. President
International
Development
Corp
3. Prince
Housing &
Development
Corp.
1 Director of and spouse of Chairman of Uni-President
Enterprises Corp.
2. Director of and spouse of Chairman of President
International Development Corp.
3. Director of and spouse of Chairman of Prince
Housing &Development Corp.
Kai Yu Investment
Co.
14,763,165 1.87% Uni-President
Enterprises
Corp.
1. Referring to the Subsidiary of Uni-President
Enterprises Corp.
2. Uni-President Enterprises Corp.’s representative is
Chairman
3. Chairman is also referring to as the Assistant Vice
President ofUni-PresidentEnterprises Corp.

~90~

Name
(Note 1)
Current
Shareholding(Note 4)
Current
Shareholding(Note 4)
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 DegreesNote 3)
Name and Relationship Between the Company’s Top Ten Shareholders,
or Spouses or Relatives Within Two DegreesNote 3)
Remark
Shares % Shares % Shares % Name Relationship
President
International
Development
Corp.
1. Same Parent Company with President International
Development Corp.
2. Chairman is also referring to as the Director of
President International Development Corp.
Tong Yu
Investment
Corp.
Same Parent Company with Tong Yu Investment Corp.
Kai Nan
Investment Co.
Same Parent Company with Kai Nan Investment Co.
Kai Nan
Investment Co.
13,950,061 1.76% Uni-President
Enterprises
Corp.
1. Referring to the Subsidiary of Uni-President
Enterprises Corp.
2.Uni-President Enterprises Corp.’s representative is
the Chairman
5. Chairman is also referring to as the Assistant Vice
President 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 Supervisor of
President International Development Corp.
Prince Housing
& Development
Corp.
Chairman is also referring to as the Directorof Prince
Housing & Development Corp.
Tong Yu
Investment
Corp.
Same final Parent Company with Tong Yu Investment
Corp.
Kai Yu
Investment Co.
Same Parent Company with Kai Yu Investment Co

Note 1: All top ten Shareholders’ information should be disclosed, the institutional shareholders should be expressed separately by name of Institutional shareholders and their representative.

、 Note 2 Shareholding percentage is calculated by totaling the holding percentage of shareholder him/herself Spouse & Minor and Shareholding by Nominee Arrangement. Note 3 Name and Relationship between the Company’s Top Ten Shareholders (including institutional and natural person shareholders) Note 4: Holding Shares and Holding Percentage as of 2020.04.30.

~91~

3.10 Ownership of Shares in Affiliated Enterprises

2019.12.31 ; Unit: shares/ %

2019.12.31;Unit: shares/ % 2019.12.31;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. 118,524,644 100% - - 118,524,644 100%
ScinoPharm Singapore Pte Ltd. 2 100% - - 2 100%

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

~92~

IV. Capital Overview

4.1 Capital and Shares

4.1.1 Source of Capital

4.1.1.1 Issued Shares 30 Apr, 2020

4.1 .1.1 I ssued Shares ssued Shares 30 Apr, 2020 30 Apr, 2020 30 Apr, 2020
Month/
Year
Par
Value
(NT$)
Authorized Capital Paid-in Capital Remark
Shares Amount
(NT$ thousands)
Shares Amount
(NT$ thousands
Sources of Capital
(NT$ thousands)
Capital
Increased by
Assets Other
than Cash
Other
11/1997 10 270,000,000 2,700,000 67,500,000 675,000 Registered capital Technical shares
account for 15%
of total capital
101,250
Note1
12/1998 10 270,000,000 2,700,000 189,000,000 1,890,000 Cash Capital
Increase 1,032,750
Technical shares
account for 15%
of total capital
182,250
Note 2
10/1999 10 270,000,000 2,700,000 270,000,000 2,700,000 Cash Capital
Increase 688,500
Technical shares
account for 15%
of total capital
121,500
Note 3
02/2002 10 370,000,000 3,700,000 370,000,000 3,700,000 Cash Capital
Increase 1,000,000
- Note 4
07/2003 10 530,000,000 5,300,000 420,000,000 4,200,000 Cash Capital
Increase 500,000
- Note 5
04/2004 10 530,000,000 5,300,000 470,000,000 4,700,000 Cash Capital
Increase 500,000
- Note 6
10/2004 10 530,000,000 5,300,000 486,000,000 4,860,000 Cash Capital
Increase 160,000
- Note 7
12/2005 10 610,000,000 6,100,000 551,000,000 5,510,000 Cash Capital
Increase 650,000
- Note 8
06/2008 10 610,000,000 6,100,000 551,373,392 5,513,734 Merge Capital
Increase 3,734
New shares were
issued to merge with
subsidiary
ScinoPharm Biotech
Ltd.


Note 9
08/2010 20 610,000,000 6,100,000 610,000,000 6,100,000 Cash Capital
Increase 586,266
- Note 10
12/2010 10 1,000,000,000 10,000,000 610,000,000 6,100,000 To increase
authorized capital
- Note 11
10/2011 46 1,000,000,000 10,000,000 631,000,000 6,310,000 Cash Capital
Increase 210,000
- Note 12
08/2012 10 1,000,000,000 10,000,000 649,930,000 6,499,300 capital increase
on retained
earnings 189,300
- Note 13
08/2013 10 1,000,000,000 10,000,000 675,927,200 6,759,272
capital increase
on retained
earnings 259,972
- Note 14
08/2014 10 1,000,000,000 10,000,000 702,964,288 7,029,643
capital increase
on retained
earnings 270,371
- Note 15
08/2015 10 1,000,000,000 10,000,000 731,082,860 7,310,829
capital increase
on retained
earnings 281,186
- Note 16
08/2016 10 1,000,000,000 10,000,000 760,326,175 7,603,262
capital increase
on retained
earnings 292,433
- Note 17
08/2017 10 1,000,000,000 10,000,000 790,739,222 7,907,392 capital increase
on retained
earnings 304,130
Note 18

~93~

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 Note 18: Approved No.: Nan Shang No.1060021942

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 790,739,222 209,260,778 1,000,000,000 Listed Company
Stock

4.1.1.3 Information for Shelf Registration: None

~94~

4.1.2 Status of Shareholders

As of 04/30.2020

As of 04/30.2020
Item Government
Agencies
Financial
Institutions
Other
Juridical
Persons
Domestic
Natural
Persons
Foreign
Institutions &
Natural
Persons
Total
Number of
Shareholders
1 0 118 31,191 95 31,405
Shareholding
(shares)
109,539,014 0 487,736,360 162,061,600 31,402,248 790,739,222
Percentage 13.853% 0 61.681% 20.495% 3.971% 100%

4.1.3 Shareholding Distribution Status

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

As of 04/30/2020

As of 04/30/2020
Class of Shareholding
(Unit: Share)
Number of
Shareholders
Shareholding
(Shares)
Percentage
1~999 8,787 1,553,592 0.194%
1,000~5,000 16,105 33,378,651 4.221%
5,001~10,000 3,098 22,597,999 2.858%
10,001~15,000 1,243 15,136,925 1.914%
15,001~20,000 569 10,234,469 1.294%
20,001~30,000 649 15,966,530 2.019%
30,001~50,000 451 17,472,831 2.210%
50,001~100,000 291 20,201,738 2.555%
100,001~200,000 121 16,238,187 2.054%
200,001~400,000 51 13,625,164 1.723%
400,001~600,000 5 2,319,249 0.293%
600,001~800,000 8 5,609,725 0.710%
800,001~1,000,000 5 4,594,871 0.581%
1,000,001 ~ 22 611,829,291 77.374%
Total 31,405 790,739,222 100.000%

4.1.3.2 Preferred Shares: None.

~95~

4.1.4 List of Major Shareholders

As of 04/30/ 2020

4.1.4 List of Major Shareholders
As of 04/30/ 2020
Shares
Shareholder's Name
Shares Percentage
Uni-President Enterprises Corp 299,968,639 37.94%
National Development Fund, Executive Yuan 109,539,014 13.85%
Taiwan Sugar Corporation 32,581,963 4.12%
President International Development Corp. 28,673,421 3.63%
Tainan Spinning Co., Ltd. 23,605,921 2.99%
Prince Housing & Development Corp. 23,605,921 2.99%
Tong Yu Investment Corp. 15,067,166 1.91%
Kao Chyuan Inv. Co., Ltd. 14,832,733 1.88%
Kai Yu Investment Co. 14,763,165 1.87%
Kai Nan Investment Co. 13,950,061 1.76%

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

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

Item Year Year 2018 2019 As of March 31
2020
Market Price
per Share
Highest 36.95 29.80 37.50
Lowest 21.70 22.75 22.50
Average 31.47 26.86 30.15
Net Worth
per Share
Before Distribution 13.33 12.98 12.82
After Distribution (Note 4) (Note 4) -
Earnings per
Share

Weighted Average Shares
(thousand shares)
790,739 790,739 790,739

Earnings per Share (Undiluted)
0.56 0.27 0.04
Earnings per Share (Diluted) (Note 4) (Note 4) -
Dividends
per Share
Cash Dividends (Note 4) (Note 4) -
Stock
Dividends
(Note 4) - (Note 4) -
(Note 4) - (Note 4) -
Accumulated Undistributed
Dividends
- - -
Return on
Investment
Price / Earnings Ratio (Note1) 56.20 99.48 -
Price / Dividend Ratio (Note2) 64.22 (Note 4) -
Cash Dividend Yield Rate
(Note 3)
1.56% (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 2019 has not yet approved by the general shareholders meeting.

~96~

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, but not limited if the legal reserve reach the company’s actual capital received. And 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 2019 profits was passed at the Meeting of the Board of the Board of Directors (March 20[th] 2020). This proposal, a cash dividend of NTD 0.27 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 2019 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 2019 Approved by 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 $24,651,373 Employee Bonus – in Stock 0 Directors’ Remuneration $2,942,121 Total $27,593,494
  • (2) The aforementioned amounts differed from budgeted amounts by 0 for both employee compensation and NT$-899,916 for directors’ compensation.

  • 4.1.8.4. The Actual Distributable compensation for employees and directors for

~97~

previous year (including distributable shares, distributable amount and share price):

The Actual Distributable compensation for employees and directors on 2018 is as following:

  • (1)The Distributable compensation for employees and directors on 2018 is calculated according to Article 40 of the Articles of Incorporation: “Should the Company earn surpluses within the current term, at least two percent of surpluses should be set aside for employee compensation, and no more than two percent of surpluses should be set aside for director.

  • (2) According to the Articles of Incorporation, the employee compensation for 2018 was NTD 46,765,093, making up 8.95% of the year’s profits; director compensation was NTD7, 840,347, making up 1.50% of the year’s profits; all compensation was distributed in cash form. The aforementioned amounts differed from budgeted amounts by 0 for both employee and director compensation.

4.1.9 Buyback of Treasury Stock: None

4.2 Bonds: None

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

  1. Issuance of special shares: nil

  2. Issuance of global depository receipts: nil

  3. Issuance of stock-option warrants for employees: for details, refer to the following table and supplementary table in the next page

  4. issuance of restricted stock awards: nil

  5. Issuance of new shares for acquisition and merger or acquisition of shares of other companies: nil

~98~

4.3.3.1The 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 4/30/2020
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
First issuance of
Employee Stock
Options on 2017
Approval date 2013.10.24 2015.10.13 2016.10.12 2017.10.12
Issue date 2013.12.03 2015.11.06 2016.10.14 Issuance
canceled(Note 3)
Units issued 1,000,000Units 1,500,000 Units 1,500,000 Units N/A
Shares of stock
options to be issued
as a percentage of
outstandingshares
0.12646% 0.18970% 0.18970% N/A
Duration 10years 10years 10years N/A
Conversion
measures
issue new shares issue new shares issue new shares N/A
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.
N/A
Converted shares 0share 0share 0share N/A
Exercised amount 0 0 0 N/A
Number of shares
yet to be converted
443,000shares 802,000shares 952,000shares N/A
Adjusted exercise
price for those who
have yet to exercise
their rights
NT$74.50/share NT$37.20/share NT$37.70/share N/A
Unexercised shares
as a percentage of
total issued shares
0.05602% 0.10142%) 0.12039 % N/A
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 diluted
gradually.
The stock options
being issued can be
exercised in three
portions after two
years, and the
impact on
shareholders’ equity
can be diluted
gradually.
The stock options
being issued can be
exercised in three
portions after8two
years, and the
impact on
shareholders’ equity
can be diluted
gradually.
N/A

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

Note 2: As calculated based on a total of 790,739,222 shares outstanding currently.

Note 3: Plan for the first issuance of stock-option warrants for employees, totaling 1,500,000 shares, in 2018 was canceled, a decision publicized on Oct. 1, 2018, due to the consideration of market price.

~99~

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

4/30/2020 ; Unit : share/NT$

Title Name No. of Stock
Options
A
Stock Options
as a
Percentage of
Shares Issued
(Note 1)
Exercised Exercised Unexercised Unexercised
No. of
Shares
Converted
Strike
Price
(NT$
Amount
(NT$ thousands)
Converted
Shares as a
Percentage of
Shares Issued
((Note 1))
No. of Shares
Converted
A1
Strike
Price
(NT$)
B
Amount
(NT$ thousands)
C=A1*B
Converted
Shares as a
Percentage of
Shares Issued
(Note 1)
Executives Officers Vice President Chih-Fang Chen 1,206,000 0.15252% 0 0 0 1,206,000 74.50
/
37.20
/
37.70
53,882,200 0.15252%
Vice-President Ching-Wen Lin
Vice President Li-Chiao Chang
Senior Director Yu-Fen Hung
Director Chao-An Chou
(Note 2)
Senior Director
Accounting
Chih-Hui Lin
Senior Director Ling-Hsiao Lien
Director Lu-Chian Chang
Director Nan-Sheng Chan
Director Sharon Lee
(Note 2)
Director Albert Song
Director Shun Yang Lin
Director Yu-Wei Shen
Employees Senior Manager Tsung-Yu Hsiao 434,000 0.05489% 0 0 0 434,000 74.50
/
37.20
/
37.70
19,403,800 0.05489%
Senior Manager Tsung-Cheng Hu
Senior Manager John Tsai
Manager Hanch Su
Manager Jason Liang
(Note 2)
Senior Manager Ben Liu
Manager Hui-Chun Chen
Senior Manger Jing Yi Wang
Manager Zheng-Yi Wang
Manager Yatin Lee

Note 1: Calculation on the basis of the company's current share issuance totaling 790,737,22 shares

Note 2: Chao-An Chou , Sharon Lee , Jason Liang retired on 2020.02.01,2020.03.01 and 2019.10.05 shareholding by above directors are still included in the calculation

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.

~100~

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 2019 Revenue distribution

Unit : thousand NTD ; %

.2 2019 Revenue distribution Unit:thousand NTD;% Unit:thousand NTD;% Unit:thousand NTD;% Unit:thousand NTD;%
Major Products Year 2019
Total Sales of Total Sales(%)
Manufacturingand sales of API 2,593,217 90%
Injection formulation sales 138202 5%
Technical Services Income 116,760 4%
Other Income 44,604 1%
Total Sales 2,892,783 100%

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:

  • Cancer-related application APIs totaling thirty-seven items.

  • Central nervous system-related application APIs totaling twelve items.

  • Cardiovascular-related application APIs totaling six items.

  • Infection-related application APIs totaling six items.

  • Genitourinary-related application APIs totaling two items.

  • Metabolism symptoms related application APIs totaling two items.

  • Ophthalmology-related application APIs totaling three items.

  • APIs for respiratory system related totaling five items.

  • APIs for immune system related totaling one item.

~101~

  • B. Customized development and subcontract production of APIs:

  • Commercialized production of APIs totaling seven items (five of them are new drugs).

  • APIs under phase III clinical trials totaling eight 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 three injection drugs in dosage form and has also applied for a drug permit license each via a cooperation model. One of the three injectable is dedicated to cancer-related applications and the other is for cardiovascular-related applications. The company has entered a strategic alliance with international pharmaceutical firm Baxter recently for joint development, manufacturing, and mass production of fosaprepitant dimeglumine, an antiemetic drug in chemotherapy for cancer.

Via a collaborative mode, the former two have hit the U.S. market and are scheduled to extend their reach to emerging markets, including South America, the Middle East, and ASEAN, leading to further expansion of ScinoPharm's sales network. Cooperation with Baxter will be extended to treatment of lung cancer, multiple myeloma, and breast cancer. In addition to active transformation of the company into an all-round pharmaceutical firm, the company will also expand generic-drug ampoule production line, as a source for revenue growth. 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:


njection drugs in dosage form later.
Roadmaps for new products:

New products on drawing board Purpose
SPC1357 Hepatitis drugs
SPC1361 Anticoagulant drugs
SPT1375 Metabolism symptoms drugs
SPT1388 Cancer drugs
SPT1418 anesthesia medicines
SPT1422 psychiatric medicines
SPT1428 Eye drugs
SPT1443 endocrine drugs
SPT1444 Metabolism symptoms drugs
SPT1450 Respiratory system drugs
SPT1451 Cancer drugs

~102~

5.1.2 Industry Overview

5.1.2.1 Current Situation and Future Development of the Industry

According to US Department of Commerce, the global drug market value will increase at a compound annual growth rate (CAGR) of 4.9% to US$1.3 trillion in 2020. The market value in the US will grow at CAGR of 5.6% to US$320 billion in 2020, while CAGR for the Japan market, the third largest one around the world, is about 3%. Despite political and economic uncertainties around the world, small growth in global population (an estimated CAGR of 1.24% until 2030) and significant growth in global elderly population (the population proportion for aged 65-80 will rise from 22% in 2000 to 28% in 2030) will make the global drug market keep increasing.

Almost every country has been under pressure of medical budgets and spending, and legitimate pricing for pharmaceuticals is in continued discussion and always controversial. So far, international pharmaceutical manufacturers have widely differed in concept and method of how to reach balance among value standard, drug price, sales volume and sustainable marketing.

The US in 1984 enacted Hatch-Waxman Act (informal for Drug Price Competition and Patent Term Restoration Act), driving development of generic drug markets around the world. Many countries, under pressure of medical budgets, have therefore amended regulations concerned and proposed plans to boost marketing and use of generic drugs to decrease medical spending by the public and private sectors, with Japan being a successful case. According to US-based IMS Health, developed countries' total spending on generic drugs took up 28.8% of total drug spending in 2016 and the proportion is forecast to rise to 31% in 2021.

Heating competition for generic drugs has resulted in pharmaceutical manufacturing industry' demand for management of supply chains and quick time-to-market. In order to control production cost and spread risks, procurement of APIs (active pharmaceutical ingredients) is on the rise and shift from production of pharmaceuticals in North America and West Europe to outsourced production in East Europe and Asia is increasing. In particular, the API market has been in intense competition, with global market vale estimated to rise to US$213.9 billion in 2021.

Emergence of Chinese and Indian manufacturers in recent years has intensify competition among API (active pharmaceutical ingredients) suppliers, fueling price 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

~103~

  • 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.

  • B. Trend of the market and competition of active pharmaceutical ingredients of generic

  • drugs

Since Hatch-Waxman Act cane into effect, the procedures for applying for generic drug licenses and launching such drugs have been much simplified and thus the time taken has been increasingly shortened. Therefore, the quicker the supply of APIs used to produce generic drugs, the more business opportunities the suppliers have.

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.

Studies show that in one year after the first generic drug maker launched products, the number of newcomers is almost twice that of original generic drug makers in the initial period. Along with increasing competition is increasing demand for lowering cost, and therefore makers of APIs used to produce generic drugs have to not only supply quality APIs as early as possible but also be competitive in price.

~104~

Under pressure of earlier supply of APIs of better quality at lower prices, API makers should be more dedicated to R&D and strive to protect intellectual properties to keep business growth in supply chains of APIs used to generic drugs.

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 62 DMFs (Drug Master Files) with the U.S. FDA as of the end of December 2019 on top of 25 EDMFs (European DMFs) in some 30 European countries, including CEP (COS) for 18 products, applicable in the European Union. Worldwide, the company has made 828 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.

Given acute competition in the pharmaceutical industry, the company has formulated "Rules Governing Patent-Related Affairs," to facilitate patent application and analysis of patent infringement, via proper evaluation of the company's inventions by the legal affairs unit and patent market features, as well as enhance the quality of patent application, patent specification, and report on patent-infringement analysis, thereby maximizing the company's benefits. To avoid encroachment on competitors' patent from product development to market launch, patent engineers would carry out patent search and analysis periodically following determination of the project" "Measures governing patent-related affairs" also specific flow for handling cases of patent-infringement analysis, to prevent and slash IP risks. In addition, the accumulated amount of patent applications and approval of patent certificates would be reported to the board of directors every quarter.

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 61 inventions, as well as 382 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.

~105~

No. Product Title Patent number Country
1
Asymmetric synthesis of a key
Benazepril
intermediate for making
US6548665B2 US
benazepril and analogues thereof
2 Crystalline forms of docetaxel
US7662980B2 US
Crystalline

Docetaxel
and process for preparation US8357811B2 US

thereof
US7307162B2 US
IN232259B India
AU2004276354B2 Australia
3 CN1875004B China
CA2540248C Canada
EP1670767B1 EP(Switzerland)
Resolution of a Narwedine Amide
Galantamine EP1670767B1 EP(Germany)
Derivatives
EP1670767B1 EP(France)
EP1670767B1 EP(United Kingdom)
EP1670767B1 EP(Italy)
JP5020633B2 Japan
IL174551 Israel
4 Process of making an

alpha-anomer enriched

2-deoxy-2,
Gemcitabine US7572898B2 US

2-difluoro-D-ribofuranosyl

sulfonate and use thereof for
making a beta nucleoside
5 US7151179B2 US
CN100344633C China
IN230431B India
AU2004238358B2 Australia
IL171789 Israel
CA2578767C Canada
Process for the preparation of
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
6 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
7 Process for making taxane
Paclitaxel US6531611B2 US

derivatives
8 SGLT2 Process for the Preparation of JP6144686B2 Japan

~106~

No. Product Title Patent number Country
β-C-aryl Glucosides KR1756772B Korea
US7897795B2 US
TWI367206 Taiwan
AU2009250938B2 Australia
CN102056887B China
EP2274266B1 EP(France)
EP2274266B1 EP(Germany)
Travoprost Process for the preparation of EP2274266B1 EP(United Kingdom)
9
and

prostaglandin analogues and
EP2274266B1 EP(Spain)
Bimatoprost intermediates thereof EP2274266B1 EP(Italy)
JP5485980B2 Japan
US8742143B2 US
US8436194B2 US
KR1634818B Korea
CA2721102C Canada
IL201455 Israel
10 US8013158B2 US
AU2008241509B2 Australia
CN101730702B China
Crystalline forms of topotecan
CA2684599C Canada
Topotecan- hydrochloride and processes for JP05315337B2 Japan

crystal

making the same
EP2139899B1 EP(United Kingdom)
EP2139899B1 EP(France)
EP2139899B1 EP(Germany )
IL201603 Israel
11 US8138343B2 US
CN101686968B China
CA2690145C Canada
EP2170329B1 EP(Austria)
EP2170329B1 EP(Germany)
EP2170329B1 EP(United Kingdom)
EP2170329B1 EP(Italy)
Crystalline Polymorph of EP2170329B1 EP(Romania)
SN38

7-ethyl-10- hydroxycamptothecin
EP2170329B1 EP(Slovenia)
EP2170329B1 EP(Spain)
EP2170329B1 EP(France)
EP2170329B1 EP(Greece)
EP2170329B1 EP(Hungary)
AU2008269148B2 Australia
JP05860213B2 Japan
KR1579625B1 Korea
12 Process of Making

2-Deoxy-2,2-Difluoro-D-Ribofura
Gemcitabine US8168766B2 US
nosyl Nucleosides and

Intermediates Therefor
13 Process for Making IL211100 Israel
Aiidi
zactne 5-Azacytosine Nucleosides and US8212021B2 US

~107~

No. Product Title Patent number Country
Their Derivatives AU2009279461B2 Australia
CA2733591C Canada
CN102216315B China
KR101660549B1 Korea
EP2318423B1 EP(Austria)
EP2318423B1 EP(Germany)
EP2318423B1 EP(Spain)
EP2318423B1 EP(France)
EP2318423B1 EP(United Kingdom)
EP2318423B1 EP(Greece)
EP2318423B1 EP(Hungary)
EP2318423B1 EP(Italy)
EP2318423B1 EP(Romania)
IN284497B India
JP5650643B2 Japan
14 US8212002B2 US
IL211052 Israel
EP2326657B EP(Germany)
Glatiramer Synthesis of Glatiramer Acetate
EP2326657B EP(France)
EP2326657B EP(United Kingdom)
CN102112485B China
15 US8232387B2 US
US8338586B2 US
EP2467391B1 EP(Germany)
Process for the rearation of
pp
6-amino-2-chloro-9-(2’
EP2467391B1 EP(France)
Cladribine
-deoxy-β-D-ribofuranosyl)-9H-pur
EP2467391B1 EP(United Kingdom)
ine EP2467391B1 EP(Spain)
EP2467391B1 EP(Italy)
TWI399381B Taiwan
16 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
17 Gemcitabine Crystalline Polymorphs of US8350023B2 US

~108~

No. Product Title Patent number Country
base Gemcitabine Base KR1630468B Korea
EP2303906B1 EP(Germany)
EP2303906B1 EP(France)
EP2303906B1 EP(United Kingdom)
AU2009257344B2 Australia
18 Solid Forms of
US8420672B2 US
3-(4-amino-1-oxo-1,3-dihydro-isoi
Lenalidomide ndol-2-yl)-piperidine-2,6-dione

and Methods of Making The
TWI475014B Taiwan

Same
19 AU2010291893B2 Australia
CA2747755C Canada
CN102209467B China
CN102171195B China
EP2341772B1 EP(Austria)
EP2341772B1 EP(Germany)
EP2341772B1 EP(Spain)
EP2341772B1 EP(France)
EP2341772B1 EP(United Kingdom)
Decitabine Synthesis of Decitabine EP2341772B1 EP(Croatia)
EP2341772B1 EP(Hungary)
EP2341772B1 EP(Italy)
EP2341772B1 EP(Netherlands)
EP2341772B1 EP(Romania)
EP2341772B1 EP(Turkey)
US8586729B2 US
IL212065 Israel
IN296165B India
JP5766703B2 Japan
20
A New Process for Preparing
Atazanavir US8461347B2 US

Form A Atazanavir sulfate
21 US8481728B2 US
AU2011218500B2 Australia
CA2782654C Canada
TWI418559B Taiwan
EP2536724B1 EP(Germany)
Process for preparing Entecavir
EP2536724B1 EP(Spain)
Entecavir
and intermediates therefor EP2536724B1 EP(France)
EP2536724B1 EP(United Kingdom)
EP2536724B1 EP(Italy)
CN102741254B China
IN291636 India
IL221441 Israel

~109~

No. Product Title Patent number Country
KR1818267B1 Korea
JP5791636B2 Japan
22
Preparing bortezomib using
Bortezomib
racemicα-aminoboronic
US8497374B2 US
ester intermediate
23 US8563719B2 US
US8710221B2 US
KR1718578B1 Korea
CN104418845B China
TWI453202B Taiwan
AU2011232219B2 Australia
CN102812019B China
EP2550269B1 EP(Germany)
EP2550269B1 EP(Spain)
Process and Intermediates for EP2550269B1 EP(France)
Lapatinib
Preparing Lapatinib EP2550269B1 EP(United Kingdom)
EP2550269B1 EP(Italy)
EP2550269B1 EP(Austria)
EP2550269B1 EP(Switzerland)
EP2550269B1 EP(Sweden)
EP2550269B1 EP(Portugal)
EP2550269B1 EP(Greece)
IL222085 Israel
CA2793742C Canada
JP5833626B2 Japan
24 US8575373B2 US
AU2012306057B2 Australia
Cabazitaxel Crystalline Forms of Cabazitaxel. IL230976 Israel
TWI526437B Taiwan
US8735611B2 US
25 US8497630B2 US
IL216223 Israel
EP2427199B1 EP(Germany)
EP2427199B1 EP(France)
EP2427199B1 EP(United Kingdom)
Methods of analyzing peptide

mixtures
IN311726B India
Glatiramer KR101696948B2 Korea
CA2761406C Canada
TWI613447 Taiwan
AU2010245773B2 Australia
Methods for Chemical Equivalence

in Characterizing of Complex
US8643274B2 US
Molecules

~110~

No. Product Title Patent number Country
26 US8648188B2 US
EP2404926B1 EP(Germany)
EP2404926B1 EP(Spain)
Preparation for
Clofarabine
2-chloro-9-(2'-deoxy-2'-fluoro-β-D
EP2404926B1 EP(France)
-arabinofuranosyl)-adenine EP2404926B1 EP(United Kingdom)
EP2404926B1 EP(Italy)
CN102311472B China
27 US8765370B2 US
US8642327B2 US
CN102648288B China
AU2010258348B2 Australia
Cell Inhibition-based High-throughput TWI475109B Taiwan
Screening
Screen Strategy for Cell Clones
EP2440676B1 EP(Germany)
EP2440676B1 EP(France)
EP2440676B1 EP(United Kingdom)
JP05797192B2 Japan
28 US8889853B2 US
TWI434857B Taiwan
EP2625183B1 EP(Germany)
EP2625183B1 EP(Spain)
EP2625183B1 EP(France)
EP2625183B1 EP(United Kingdom)
EP2625183B1 EP(Italy)
Process for the Preparation of
Fondaparinux
Disaccharides Applied to Heparin
EP2625183B1 EP(Austria)
Pentasaccharides EP2625183B1 EP(Switzerland)
EP2625183B1 EP(Sweden)
EP2625183B1 EP(Portugal)
EP2625183B1 EP(Greece)
JP5883453B2 Japan
CA2811687C Canada
CN103168045B China
29 Processes for the Preparation of IL225754 Israel
Lubiprostone
Lubiprostone KR1787159B1 Korea
30 US8722921B2 US
EP2681187B1 EP(France)
EP2681187B1 EP(United Kingdom)
Intermediate
Process for Reduction of
for Protease
EP2681187B1 EP(Germany)
α-acyloxy Sulfide Derivative
Inhibitor JP5944929B2 Japan
TWI429620B Taiwan
CN103391919B China
31 Process for Cabazitaxel and
Cabazitaxel US8722900B2 US
Intermediates Thereof
32 Process for the Preparation and
Topiramate US8748594B2 US

Purification of Topiramate

~111~

No. Product Title Patent number Country
33 TWI443100B Taiwan
US9051322B2 US
EP2688888B1 EP(Germany)
EP2688888B1 EP(Spain)
EP2688888B1 EP(France)
EP2688888B1 EP(United Kingdom)
Pemetrexed Process for the Production of EP2688888B1 EP(Italy)
disodium Pemetrexed Salt
CA2827455C Canada
KR101767713B1 Korea
AU2011363636B2 Australia
CN103459392B China
IN295856 India
JP5826371B2 Japan
US8846953B2 US
NZ609475 New Zealand
EP2635568B1 EP(Germany)
EP2635568B1 EP(Spain)
EP2635568B1 EP(France)
EP2635568B1 EP(United Kingdom)
Processes for the Preparation of
34 Sunitinib
3-(pyrrol-2-yl)methylene)-2-pyrrol
EP2635568B1 EP(Italy)
malate
ones Using 2-silyloxy-pyrroles KR1696016B Korea
JP5732541B Japan
AU2010363613 Australia
IL225922 Israel
CA2816559C Canada
CN103328465B China
US8835179B2 US
CN103261889B China
EP2633312B1 EP(Germany)
Real-time Monitor Solid Phase EP2633312B1 EP(Spain)
35 Peptide Peptide Synthesis (SPPS) by
EP2633312B1 EP(France)
Mass Spectrometry EP2633312B1 EP(United Kingdom)
EP2633312B1 EP(Italy)
JP5944911B2 Japan
TWI510781B Taiwan
36 TWI460163B Taiwan
US9085533B2 US
US9233925B2 US
Roflumilast A novel Process for the EP2822929B1 EP(Germany)
Preparation of Roflumilast
EP2822929B1 EP(Spain)
EP2822929B1 EP(France)
EP2822929B1 EP(United Kingdom)

~112~

No. Product Title Patent number Country
EP2822929B1 EP(Italy)
JP6122042B2 Japan
IL234366 Israel
AU2013230356B2 Australia
CA2865539C Canada
KR1680182B Korea
CN104245672B China
NZ629161 New Zealand
37 Peptide chromatographic

purification assisted by
US8933196B2 US
Large-peptide
combining of solubility parameter

and solution conformation energy
TWI510276B Taiwan

calculations
38 TWI479150B Taiwan
Analytical method for testing US8999941B2 US
Fondaparinux

sulfating Oligosaccharides
CN105431733B China
JP6208866B2 Japan
39 TWI478934B Taiwan
CN105473602B China
EP3024840B1 EP(Germany)
EP3024840B1 EP(Spain)
Process for the Production of EP3024840B1 EP(France)
Fondaparinux Fondaparinux Sodium
EP3024840B1 EP(United Kingdom)
EP3024840B1 EP(Italy)
US10072039B2 US
CA2919206C Canada
JP6321798B2 Japan
40 US9346844B2 US
EP3024842B1 EP(Germany)
EP3024842B1 EP(Spain)
EP3024842B1 EP(France)
Process for the Production of
Fondaparinux
Fondaparinux Sodium EP3024842B1 EP(United Kingdom)
EP3024842B1 EP(Italy)
JP6339673B2 Japan
TWI576351 Taiwan
41 A Process for the Preparation of

Leuprolide and its
Leuprolide US9150615B2 US

Pharmaceutically Acceptable

Salts
42 TWI506034B Taiwan
Preparation method for AU2014300639B Australia
Abiraterone
abiraterone and intermediates
EP3013848B1 EP(Germany)
Thereof
EP3013848B1 EP(Spain)

~113~

No. Product Title Patent number Country
EP3013848B1 EP(France)
EP3013848B1 EP(United Kingdom)
EP3013848B1 EP(Italy)
CN105377871B China
IN321493 India
JP6474799B2 Japan
US9556218B2 US
43 TWI541235B Taiwan
Gefitinib Process of Preparing a JP6276894B2 Japan

Quinazoline Derivative
US9617227B2 US
44 TWI527826B Taiwan
A Process for the Preparation of
Regadenoson

Regadenoson
US9771390B2 US
45 TWI551603B Taiwan
Crystalline Forms of Pemetrexed CA2962383C Canada
Pemetrexed
Diacid and Manufacturin
diacid g
Processes therefor
US9604990B2 US
US9765079B2 US
46
TWI541227B Taiwan
US9670234B2 US
EP3166918B1 EP(Germany)
EP3166918B1 EP(Spain)
A Metal-Catalysed ASymmetric
1,4-Conjugate addition of EP3166918B1 EP(France)
Vinylboron Compounds to
Prostaglandin

2-Substituted-4-oxy-Cyclopent-
EP3166918B1 EP(United Kingdom)

Platform

2-en-1-ones to Yield
Prostaglandins and EP3166918B1 EP(Italy)

Prostaglandin Analogs
IN328329 India
AU2015287220B2 Australia
CA2952927C Canada
CN105254657B China
47 US9309259B2 US
EP2964645B1 EP(France)
EP2964645B1 EP(United Kingdom)
Ixabepilone Process for Ixabepilone and EP2964645B1 EP(Germany)

Intermediates Thereof
JP6401190B2 Japan
CN105308041B China
TWI520956B Taiwan
48 US9465032B2 US
Liposome Method for Selecting a Pool of TWI589877 Taiwan

screening

Molecules
JP6175144B2 Japan

~114~

No. Product Title Patent number Country
CN104854455B China
EP2786147B2 EP(Spain)
EP2786147B2 EP(Italy)
EP2786147B2 EP(Germany)
EP2786147B2 EP(France)
EP2786147B2 EP(United Kingdom)
49 US9643931B2 US
A Novel Process for Preparing
Enzalutamide
Enzalutamide
TWI613194 Taiwan
50 Novel Forms Of Apremilast And US9765026B2 US
Apremilast

The Process Of Making Same
TWI613191B Taiwan
51 Process For Preparing Ibrutinib US9834561B2 US
Ibrutinib

And Its Intermediates
TWI642671B Taiwan
52 Process for preparing SGLT2
SGLT2 (4th)
Inhibitors and Intermediates
US9834533B2 US
Thereof
53 Process for preparing
Brexpiprazole TWI626239 Taiwan
Brexpiprazole
54 US10100017B2 US
Olaparib Process for preparing Olaparib
TWI639593B Taiwan
55 Process for preparing Ixazomib
Ixazomib

citrate and intermediates
US10118937B1 US
citrate
Therefore
56 Olaparib Crystalline Forms of Olaparib and

(Crystalline

Manufacturing Processes
US10138211B2 US
Form II) therefor
57 PROCESS FOR PREPARING
Ataluren ATALUREN AND ITS US10138215B2 US
INTERMEDIATES
58 Sugammadex
METHOD FOR PREPARING
US10385142B2 US
sodium SUGAMMADEXSODIUM
59 PROCESS FOR PREPARING
Lifitegrast LIFITEGRAST AND US10428052B2 US
INTERMEDIATESTHEREOF
60 Lifitegrast Crystal forms of Lifitegrast US10435395B2 US
61 Sugammadex
METHOD FOR PREPARING
TWI668236 Taiwan
sodium SUGAMMADEXSODIUM

~115~

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

Unit: NT$ thousands

Year 2018 2019 Jan.~April 2020
Combined R&D expense 313,208 238,373 61,692
Combined Net Operating Revenue 3,524,263 2,892,783 894,645
Combined R&D expense/ Combined
Net OperatingRevenue (%)
8.89 8.24 6.90

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

Year Products
2014 Lapatinib
Apixaban
Gefitinib
SPT1325
Fondaparinux Sodium Injection
Clofarabine Injection
2015 Apremilast
Celecoxib
Enzalutamide
Ibrutinib
Idelalisib
Octreotide Acetate
2016 Brexpiprazole
Cangrelor
Olaparib
Palbociclib
2017 Lifitegrast
Pimavanserin
Fosaprepitant Dimeglumine for Injection
Bortezomib for Injection
2018 Teriparatide
Sugammadex
Teriparatide Injection
Glatiramer Acetate Injection
Pemetrexed Disodium for Injection
Fulvestrant Injection
Gemcitabine Injection
Docetaxel Injection
Irinotecan Injection
2019 Elagolix
Paclitaxel Injection
Azacitidine for Injection

~116~

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:

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  • (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 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—high-specifications standard and quality advantage.

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

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products, so as to meet the needs of developers of brand-name drugs and new drugs.

Lastly, the company is going to foray into the realm of injection preparations, as test run for the production line has been completed, following starting of construction work for hardware facilities in the second half of 2013, ready to roll out the first registered batch of the first product in 2019. Subsequently, the company will boast an operation of vertical integration covering APIs and injection drugs, driving sustained business growth.

  • (4) Development plan for the Chinese market

China has emerged the world's second largest pharmaceutical market, next to the U.S. In response to recent major changes in China's pharmaceutical legislations and system, the company has also adjusted its deployment strategy, in order to tap the pharmaceutical and preparations market in China.

  • (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 2018 2019
Amount % Amount %
Abroad US 1,510,110 43 594,128 21
EU 1,201,155 34 881,330 30
AU 17,322 1 44,356 2
ASIA 716,693 20 1,275,494 44
Other 208 0 0 0
Subtotal 3,445,488 98 2,795,308 97
Domestic Market 78,775 3 97,475 3
Total Combined Revenue 3,524,263 100 2,892,783 100

5.2.1.2 Outlook of supply and demand in the market and growth potential

In recent years, due to increasing difficulty for new drug development and slackened sales on hefty price pressure, many pharmaceutical firms have resorted to acquisition and merger, in order to sustain growth. Via M&A, enterprises can not only obtain new technologies, new drugs, and intellectual properties but also lower the risk for new drug development. However, as M&A would affect the integration of supply chain, how to maintain the leading status for APIs and even injection pharmaceuticals amid M&As would pose as a major challenge to the company in the future.

Over the past years, ScinoPharm Taiwan has carved out a leading status, in terms of product variety and volume and customer service, on the global API market for cancer chemotherapy. Dividend from that status, however, has been thinning, in the wake of the emergence for new cancer therapies and the gradual maturity of biopharmaceutical (large-molecule drug) technology. Targeted drugs featuring the use of monoclonal antibodies and immunotherapy have proven to be significantly effective in tumor control. It is evident that thanks to their curative effect and low side effects, those relatively expensive large-molecule drugs will make major inroads into cancer treatment market in developed nations, at the expense of small-molecule chemotherapy drugs. Another potential approach is the coupling of small-molecule targeted drugs with molecular diagnostic technology. Compared with chemotherapy drugs, small-molecule targeted drugs are more concentrated and have to take into account tumor mutation and the use of new targets. The trend poses a major challenge to ScinoPharm Taiwan in market evaluation and product selection.

Moreover, in response to the demands of pharmaceutical firms for cancer injection drugs and strained supply of such drugs, a result of the increasingly rigorous legislative requirements worldwide which have constrained the operation of many injection-drug firms, ScinoPharm Taiwan has been endeavoring to extend its operation to injection-drug production in recent years, resulting in a vertical integration, so as to consolidate its presence on the cancer drug market.

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However, with technological progress and the spread of confirmed chronic diseases, oral drugs have gradually emerged as mainstream administration of drugs. How to achieve a balance APIs in different forms and injection drugs in the allocation of limited resources will become a major issue in the development of pharmaceutical firms.

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 domestic peers; 2) The company has reaped abundant R&D results, As mentioned previously (refer to (5.1.3 Technology and R&D status ), the company owns multiple product patents worldwide and often publicizes research findings in academic journals, testifying to its R&D strength. 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.

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  • 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 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.

Many cancer API customers need contract production service for cancer injection drugs, due to lack of sufficient capacities for manufacturing the drugs, but at present plants for contract injection drug production meeting international standard of cGMP have limited capacities only. Moreover, unable to meet the increasingly strict eGMP standard, many injection drug plants in the U.S. and Europe have received warning notice from the U.S. Food and Drug

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Administration (FDA), asking them to make improvement by a deadline or suspend operation, which has aggravated the situation. In addition to quality, stable delivery has become a major consideration for generic-drug firms in seeking business partners. Under the environment, provision of a one-stop shopping service covering APIs and injection drugs can not only consolidate and expand ScinoPharm's existing API business but also enhance the company's long-term competitiveness and growth potential.

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.

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 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

The Chinese government amended GMP regulation in 2010, with the revised edition forcing less competitive pharmaceutical makers to withdraw from market, invest in improving manufacturing, or undertake corporate restructuring including via merger. In comparison, the new GMP regulation is favorable to healthy pharmaceutical makers.

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 ae 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

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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), 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

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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 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

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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 six 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 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

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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 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)

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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

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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 2018 2019 2020 First Quarter
Company
Name
Amount Percent Relation
with
Issuer
Company
Name
Amount Percent Relation
with
Issuer
Company
Name
Amount Percent Relation
with
Issuer
1 R Supplier 83,038
11%
None - - - - U Supplier 29,184
13%
None
2 - - - - - - - S Supplier 25,183
11%
None
Others 664,352
89%
None Others 467,264
100%
None Others 174,868
76%
None
Net Supply 747,390
100%
Net Supply 467,264
100%
Net Supply 229,235
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 2018 2019 2020First Quarter
Company
Name
Amount Percent Relation
with
Issuer
Company
Name
Amount Percent Relation
with
Issuer
Company
Name
Amount Percent Relation
with
Issuer
1 A Customer 753,185
23
None A Customer 435,762
16
None E Customer 106,644
21
None
2 B Customer 475,451
14
None D Customer 425,669
16
None A Customer 76,659
15
None
3 C Customer 377,114
11
None D Customer 69,531
13
None
F Customer 60,822
12
None
Others 1,726,623
52
None Others 1,869,988
68
None Others 204,481
39
None
Net Sales 3,332,373
100
Net Sales 2,731,419
100
Net Sales 518,137
100

Explanation for change in sales:

  1. Sales for A customer decreased, due to decreased demand for APIs used in the production of new drugs.

  2. Sales for B customer decreased, due to decreased demand for APIs used in antibiotic products.

  3. Sales for C customer decreased, due to decreased demand for intermediates for diabetes products.

  4. Sales for D customer increased, due to purchasing more APIs used more in cancer drugs

~133~

5.2.2.5 Production in the Last Two Years

Unit: Kilo / NT$ thousands

Unit: Kilo / NT$ thousands Unit: Kilo / NT$ thousands Unit: Kilo / NT$ thousands
Year
Output
Major Products
2018 2019
Capacity Quantity Amount Capacity Quantity Amount
API 95,620 57,220 1,865,536 88,322 38,648 1,747,531
Total 95,620 57,220 1,865,536 88,322 38,648 1,747,531

Note: The company capacity and output vary according to difference in the production of product lineup. Output volume was higher in 2018, 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

Unit: Kilo / NT$ thousands Unit: Kilo / NT$ thousands Unit: Kilo / NT$ thousands Unit: Kilo / NT$ thousands
Year
Shipment
& Sales
Major Products
(or by department)
2018 2019
Local Export Local Export
Quantity Amount Quantity Amount Quantity Amount Quantity Amount
Chemical -
-

23

567

-

-

-

-
API 19
54,297

43,637

3,277,509

574

81,200

27,896

2,512,017
Injections Products -
-

-

-

-

-

95,924

138,202
Technical Services -
16,856

-

135,634

-

16,275

-

100,485
Other operation income -
266

-

39,404

-

-

-

44,604
Total 19
71,419

43,660

3,452,844

574

97,475

123,820

2,795,308

Note 1: Income from active pharmaceutical ingredients increased, due to increased demands from customers.

Note 2: Income from technical services decreased, as such income derives from R&D and analytical works commissioned by customers, with the timing for listing such income hinging on the timing and duration for the execution of such cases.

Note 3: Other operation income decreased, due to income related with strategic cooperation with customers decreased.

~134~

5.3 Human Resources

As employees are an enterprise's most important partners for sustained development, ScinoPharm Taiwan has been providing, in a friendly, open, and equal manner, providing employees fair development opportunities via human-resources management, thereby fulfilling the fundamental commitment to international human-rights standard and behavioral guidelines and creating a working place with assured safety, respect for plurality, and gender harmony.

ScinoPharm Taiwan is a world-class pharmaceutical plant and engaged in a knowledge and technology-intensive line, a feature which has been reflected in its manpower structure. As of April 30, 2019, the company and its subsidiaries had a workforce of 765, compared with 752 in 2018.

5.3.1 The Company

Year 2018 2019 2020.04.30
Number of
Employees
Executive Officers 81 87 86
Professionals 238 250 266
Technicalpersonnel 256 259 260
Administration Personnel 38 35 27
Total 613 631 639
Gender male 71% 71% 72%
Female 29% 29% 28%
Average Age 38.6 39.4 39.08
Average Years of Service 8.65 9.17 9.19
Education Ph.D. 6.36% 5.86% 5.95%
Masters 32.95% 34.55% 34.43%
Bachelor’s Degree 55.00% 51.98% 51.33%
Senior High School
(include under Senior
HighSchool)
6.69% 7.61% 8.29%

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 meets the requirement.

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

The company

Environmental-Protection St
specialist
The company
affs:Air-pollution specialist, Waste-water specialist, Waste
Item Explanation
Air-pollution specialist Onegrade-A specialist, license No: FA040125
Waste-water specialist One grade-B specialist, license No:GB110218
One grade-Bspecialist(deputy),licenseNo:GB480953
Waste specialist Onegrade-A specialist, license No: HA160133
Toxin specialist One grade-A specialist, license No: JA010198
One grade-Bspecialist,licenseNo:JB060251

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Company of equity investment in China

Item Explanation
Waste-water specialist Two primary-grade specialist, License No.:
1610020000523575、1110021001510433、0510045620350
Waste-water specialist One intermediary-grade specialist, license No.:
1610020000523576
Operational license for
operating dangerous
chemicals
Four specialists, license No.:
20180479、20180478、20150738、20150739

(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. R0094-002
M04Production procedure for active
pharmaceutical ingredients
Permit No.R0002-03
M05Production procedure for active
pharmaceutical ingredients
Permit No.R0008-03
M06Production procedure for active
pharmaceutical ingredients
Permit No R0018-03
M07Production procedure for active
pharmaceutical ingredients
Permit No R0079-02
M08Production procedure for active
pharmaceutical ingredients
Permit No R0080-01
M09Production procedure for active
pharmaceutical ingredients
Permit No R0090-01
M11Production procedure for active
pharmaceutical ingredients
Permit No D0140-00
M12Production procedure for active
pharmaceutical ingredients
Permit No D0137-02
M13Production procedure for active
pharmaceutical ingredients
Permit No D0147-00
M14Production procedure for active
pharmaceutical ingredients
Permit No D0164-00
Water-pollutionpermit
Emission-pipe installationpermit B015-CH10-1060417
Waterpollution-abatement measure No.1080005146
Wastepermit
Waste disposalplan No. 1080002608, January. 22, 2019
Toxin operationpermit
(Aniline) 038-21-O0001
o-Aminotoluene 039-21-O00001
(Arsenic trioxide) 045-21-O0001
(Sodium cyanide) 046-21-O0001
(Potassium cyanide) 046-21-O0001
(Copper(I)cyanide) 046-21-O0001

~136~

Items Permit No.
(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-Dichlorobenzene、1,2-Dichloro benzene) 069-21-J0008
(2-Methoxyethanol) 071-21-O0001
(Epichlorohydrin) Usage 072-21-11002
Stockpile 072-21-21002
(Phthalic anhydride) 073-21-O0001
(1,2-Dichloroethane) 075-O010030
(1,1,2,2-Tetrachloroethane) 076-21-J0012
(1,1-Dichloroethylene) 077-O010025
(1,2-Dichloroethylene) 077-O020019
(Dichloromethane) 079-O010010
(Dibutyl phthalate(DBP)) 080-21-O0002
(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 097-21-11002、
Stockpile 097-21-21002
(N,N-Dimethyl formamide) Usage 098-21-11013、
Stockpile 098-21-21013
(Formamide) Usage 098-21-11006、
Stockpile 098-21-21006
098-0001
(Acrolein) 100-21-O0001
(Allyl alcohol) 101-21-J0003
(Acetaldehyde) 104-21-O0002

~137~

Items Permit No.
(Acetonitrile) 105-21-O0001
(Benzyl Chloride)
106-21-O0001
(Butylaldehyde) 108-21-O0001
(m-Cresol) 112-21-O0004
(Diphenylamine) 115-21-O0001
(Ethybenzene) 116-21-O0001
(Methyl iso-butyl Ketone) 117-21-O0005
(Propane sultone) 120-21-O0001
(Triethylamine) 121-21-O0001
(Dibromomethane) 124-21-O0001
Bromoform(Tribromomethane) 125-21-O0001
Chloroethane, Ethyl chloride 126-21-O0001
(Nitrobenzene) 129-21-O0001
(Hexamethylphosphoramide(HMPA) ) 132-21-O0001
(Boron trifluoride) 142-21-J0034
(Crotonaldehyde(2-butenal)) 143-J010001
(Thiourea) 144-21-O0001
(Tributyltin oxide)(Bis(tributyltin)oxide) 148-21-O0001
(Tributyltin Chloride) 148-21-O0002
(Tributyltin hydride) 148-21-O0002
(Dimethylcarbamyl chloride) 153-21-O0001
(Phosphorus trichloride) 158-21-O0001
(Thiosemicarbazide 1-amino-2-thiourea) 159-21-O0001
(Methyl tert-butyl ether) 160-21-O0002
(Hydrazine) 164-21-O0002
(Nonylphenolpolyethyleneglycol ether) 165-21-O0001
(Maleic acid) 176-21-J0024
(Melamine) 185-21-J0017

Company of equity investment in China

Companyof equityinvestment in China
Item Permit No.
Waste permit JSHA0803OOD008-3
Waste disposal permit (Jiangsu Kangbo Industrial Solid
Waste Disposal Co., Ltd.)
JS0581OOI301-11
Waste disposal permit JSCZ0411OOD016-3
Waste disposal permit JSWX028100D054-10
Waste disposal permit JS0482OOI578

(3) Waste solvent of the company is handed to the park's resources regeneration center for processing.

~138~

  • (4) In order to reduce the increasing amount of waste solvent emitted during the manufacturing process, in the wake of capacity expansion, the company has endeavored to enhance waste abatement capacity of stripper, separating aqueous phase and organic phase of high water-content waste solvent and channeling the former to waste-water processing plant for treatment, a method which can significantly cut the amount of waste solvent. The amount of waste solvent treated by the stripper for processing reaches. The amount of waste for recycling and use: the company 83 tons/month, affiliates: 0.61 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$2.35 million per month, total for affiliates NT$750,000 per month.

Air-pollution abatement fees: the company NT$100,000 per year, total affiliates NT$10,000 per month.

~139~

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

The company 2020.04.30 ; Unit: NT$ thousands

The company 2020.04.30;Unit: NT$ thousands
Name of
equipment
Amount Acquisition
date
Investment
cost
Balance of
value after
depreciation
Usage and expected benefit
MBR 2 2011.03.01
~
2014.03.01
11,763 2,557 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 1,048 645 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
SciencePark.
Scrubber 18 2000.04.01
~
2016.06.01
30,036 4725 For use in air-pollution abatement and
reduction of emission of pollutants, in
order to safeguard human health and cut
air-pollution fee.
Installation of
heat exchanger
at waste-water
treatment plant
(EX-6227)
1 2018.10.01 851 659 Installation of heat exchangers to lower
the temperature of discharged water to
meet the requirement of the park's
sewage treatment plant
Installation of
three additional
tanks to
enhance the
function of
stripping
columns
3 2019.03.01 8,859 7382 Installation of three additional tanks for
storage of waste liquid, so as to raise the
handling volume of stripping columns
Engineering for
installation of
CL-1209
distillation tower
1 2019.07.31 762 635 Waste liquid dichloromethane deriving
from purification process for transfer and
cut expense for deposit and disposal of
waste liquid dichloromethane.
Companyof equityinvestment in China 2020.04.30;Unit: RMB thousands
Name of
equipment
Amount Acquisition
date
Investment
cost
Balance of
value after
depreciation
Usage and expected benefit
Waste-water
treatment
system
1 2010.08.01 RMB2,275 RMB739 Waste-water treatment system, in order
to comply with the regulation
Scrubber 7 2011.01.01
~
2013.02.01
RMB147 RMB66 For use in air-pollution abatement and
reduction of emission of pollutants, in
order to safeguard human health and cut
air-pollution fee.
Cooling tower 1 2018.02 RMB284 RMB263 Application in air-pollutant abatement for
cutting the emissionofpollutants
Waste-water can 1 2018.03 RMB114 RMB106 Waste-water treatment system, in order
to complywiththeregulation
Early warning for
flammable
gases

1
2018.03 RMB153 RMB143 Prevention of leakage of flammable
gases
VOC gases
online detecting
System
1 2019.08 RMB 224 RMB 217 Prevention of leakage of gases
Waste-water
storage reservoir
1 2019.12 RMB 121 RMB 121 Waste-water treatment system, in order
to complywith the regulation

~140~

  • 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 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: In 2019, the company spent around NT$330,000 under the cause of environmental-protection outlay for repair of the bottom of Bay4 TK-3077 waste-water bank to avoid leakage, which may pollute soil and ground water.

    • C. Waste: In 2019, the company spent NT$860,000 under the cause of environmental-protection outlay for improving shaded gutter behind the waste-liquid temporary storage area at the warehouse at back door and drainage of liquid-collection tank, to avoid pollution of soil or groundwater by deposited waste. Meanwhile, CL-1209 distilling tower was installed in the pilot hydrogenation reaction area for treating waste methylene dichloride liquid for transfer via distillation when hydrogenation reactor is idled, in addition to lowering the cost for the deposit of waste methylene dichloride liquid and waste treatment.

  • (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:

Both the company and the affiliates have no plan for the related investment.

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

~141~

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 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

~142~

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.

  • 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

~143~

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 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. Pushing the MBWA (management by walking around) practice for production security chief, calling for one field inspection every two weeks by chief of production department, under the company of production management, director, and EHS (environment, health, and safety) staffers, including on-site discussion with colleagues, to demonstrate the management's high regard for safety and arouse safety awareness among employees. 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.

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 Benefits:

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:

~144~

  • (1) Sound corporate regime: There are set measures governing promotion, award/penalty, performance appraisal, leave, and salaries and related operational and management regulations are upgraded timely, in line with change of laws/regulations, so as to assure legal compliance of business activities, consolidate corporate management, and safeguard employees' interests.

  • (2) Fair, reasonable, and competitive compensations system: Continuously appropriate a set portion of earnings as employee compensations, and provide performance bonus and year-end bonus to employees. In addition, multiple incentives are available to encourage good performance, on top of compensations regime addressing both internal fairness and external competitiveness, for retention of excellent talent.

  • (3) Multiple fringe benefits: In line with legal requirement, establish employees' welfare committee, appropriate employee welfare fund, and push contracted stores, employee clubs, annual employee travel, and other activities promoting employee exchange, on top of provision of subsidy for employee study, scholarship for employees' children, subsidies for child birth and child care, bonuses for Spring Festival, Dragon Boat Festival, and Mid-Autumn Festival, and free company bus and parking space.t Festival, and Mid-Autumn Festival, as well as free commuting bus and parking space.

  • (4) Plan for promotion of employee health: In addition to mandatory insurance for employees, the company has also taken out various group insurances for their families, including life insurance, injury insurance, medical insurance for accidental injuries, and insurance for major diseases. Moreover, the company arranges physical check for employees every year and has medical staffers track the health status of employees continuously, on top of other health betterment activities, such as lectures on health issues, weight loss, and hiking. To promote balanced diet among employees, the employee restaurant pays much attention to the nutrition of meals and safety of foodstuff, striving to achieve a balance between caloric value and nutrition.

  • (5) Secure and friendly workplace: In addition to a flextime, enabling employees to take good care of family and work simultaneously, a well furnished breastfeeding room and special parking space for pregnant employees are available. There are massage therapists stationed in the plant to give employees timely relief from their works, as well as contracted consulting service, to help employees handle their troubles in work, daily life, or health.

  • (6) LOHAS (lifestyles of health and sustainability): Hold employee well-being month and family days, for exchanges among employees and their families; subsidize employee clubs, to encourage hobbies and activities among employees in their leisure time and cement employee bond.

  • Advanced training

  • As a demonstration of its high regard for talent cultivation and in line with strategic human-resources management and the need of organizational development, the Company, in addition to on-the-job training, has arranged professional management courses, for the purpose of enhancing management skills and work performance, supplemented by one-on-one coaching and instruction, job rotation, and project assignment, in the hope of strengthening the expertise of individual employees at various levels and improving the execution performance of teams.

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:

~145~

  • (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.

  • (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. It is mandatory to undertake certain hours of GMP (good manufacturing practice) every year.

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

  • (4) Training for core and professional skills: To help employees in different job categories enhance their knowledge or operating skills for smooth execution of their duties, analyze necessary core and professional skills for different kinds and levels of jobs before formulating corresponding study roadmaps and training plans. Individual education and training budget is appropriated for every employee, for him/her to attend job-related workshop/training or professional technology seminars, domestic or overseas ones. The technology department also arrange on-the-job training to pass on professional knowledge and experience.

  • (5) Person(6al 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, Assistance for self-learning: In order to help employees augment their job-related knowledge and skills, formulate encouragement measures subsidizing study by employees themselves, in addition to holding study courses and artistic and literary lectures regularly, to facilitate self-learning by employees.

  • (6) New employee training: New employees would take basic instruction on factory safety/hygiene and GMP upon reporting to job, so that they can understand the company and job-related requirements in a short time, in addition to arrangement of introductory training courses, to help them fit in with the working environment.

ScinoPharm Taiwan conducted training sessions for 19,410 person/times totaling 40,890 hours in time, with training items and results listed below:

Items Person/times Total hours
Business and management 815 1,780
GMP training 10,371 24,909
Training on industrial safety, hygiene,
and environmentalprotection
2,825 7,475
Trainingonprofessional skills 608 1,464
Personal development series 4,791 5,262

~146~

  1. Retirement system and status of execution

Based on the Labor Standards Act and the Labor Pension Act, the company has formulated measures on employee retirement, stipulating retirement conditions and the criteria for the calculation for retirement payment. Accordingly, the company has made monthly appropriation for retirement reserve fund and set up supervisory committee for the fund, to assure payment for retired employees.

The company appropriates 2% of monthly pay expense for retirement reserve fund, deposited at a dedicated account with the Central Trust of China. Following implementation of the Labor Pension Act on July 1, 2005, the company has been making monthly appropriations equivalent to 6% of employees' salaries for deposit into their personal pension accounts, as well as extra appropriations made by employees themselves.

For employees suited to application of the Labor Standards Act or who keep the front part of service years for application of the Labor Pension Act, their pension is calculated according to article 84-2 and article 55 of the Labor Standards Act.

For employees suited to the application of the Labor Pension Act, the company has made proportionate appropriations for deposit into their personal pension accounts.

According to the company's retirement measures, employees meeting one of the following conditions can apply for retirement:

(1) 55 years of age or older with over 15 years of service at the company;

(2) More than 25 years of service at the company;

(3) 60 years of age.

The company can ask employees to retirement, upon 65 years of age or incapability to fulfill their responsibilities, due to mental or physical disability. In the latter case, they will be entitled to 20% markup for pension, if their disability is job-related.

  1. Labor-management consultation and upholding of employee benefits

In reflection of the company's high regard for harmony and mutual communications between management and labor, in addition to regular meeting at various units and levels, the company holds a meeting attended by all the employees every year, to acquaint employees with the company's latest business development and enable them to propose suggestions, thereby boosting their identification with the company.

Moreover, the company has asked human-resources management unit to organize labor-management meeting, for communication and discussion on various major issues related to labor-management relationship, on top of multiple platforms for internal communications, including corporate website, regular e-bulletin, employee opinion box, cross-level dining, and dedicated employeecomplaint mailbox. Employees can freely propose suggestions on various measures and management system via various channels, as major reference for related units in business promotion. Chiefs at various levels also respond to employee opinions regularly, to uphold a harmonious labor-management relationship and consolidate employee identification with the company.

The company didn't suffer loss from labor-management dispute in 2019 and as of the date of the publication of the annual report.

~147~

5.6.2 Estimated Losses from Labor Relation Conflicts during the Past Two years and the Future and our planned reaction:

The companies has faithfully complied with and implemented related laws/ regulations of the government, dedicated to set up complete systems and safeguard employees' right and interests, and regarded highly two-way communication with employees, leading to harmonious management-labor relationship, as a result of which there has been no loss caused by labor-management disputes up to now.

~148~

5.7 Important Contracts

ScinoPharm Taiwan, Ltd.

Contract Type Counterparty Contract Period Major Content Restriction
Development
Agreement
A local
organization
2012.11.20~ Development for oncology
API
Secrecy Obligation
Supply Agreement A company in
the USA
2010.8.19~7thanniversary
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
Supply of API for diseases
of central nervous system

Secrecy Obligation
Supply Agreement A company in
China
2012.12.10
~3rdanniversary after
commercial launch
Supply of API for
cardiovascular diseases
Secrecy Obligation
Development
Agreement
A company in
China
2011.02.08
~2026.02.08
Development for oncology
API
Secrecy Obligation
Patent License
Agreement
A company in
Canada
2011.03.15~
2025.05.26
License of Patent for
Manufacturing Anti-cancer
API
Secrecy Obligation
Patent License
Agreement
A company in
India
2011.11.18~2025.06.30 License of Patent for
Manufacturing Anti-cancer
API
Secrecy Obligation
Collaboration
Agreement
A Company in
in the USA
2012.03.27
~ 7thanniversary after
commercial launch
Supply of oncology API Secrecy Obligation
Lease Agreement Southern
Taiwan
Science Park
Bureau
2018.03.01~2038.02.28 Land Renting for Building
ScinoPharm
1.Contract term is
up to 20 years
2. Contract can be
renewed after
expiration
Collaboration
Agreement
Baxter 2017.02.27
~10thanniversary after
commercial launch
Development and Sales of
oncology drug

Secrecy Obligation
Development
Agreement
A company in
China
2014.01.02~2024.01.01 Development of oncology
drug
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
Receive Royalties &
Secrecy Obligation
Non-Exclusive
License Agreement
A company in
China
2013.07.20~No expiration Supply of API for diseases
of central nervous system

Receive Royalties
& Secrecy
Obligation
Supply Agreement A company in
Germany
2014.01.01~2018.12.31 Development and sales of
Oncology drug
Secrecy Obligation
Supply Agreement刪
A 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

~149~

Contract Type Counterparty Contract Period Major Content Restriction
Collaboration
Agreement
A company in
China
2014.09.26
~ 20thanniversary from
commercial launch
Development and sales of
Oncology drug
Non-Competition &
Secrecy Obligation
Service Agreement A local
company
2014.07.30~2024.07.29 development of new drug
for Stem cell
Non-Competition &
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-Competition &
Secrecy Obligation
Development and
Supply Agreement
A company in
the USA
2015.01.19~7th
anniversary 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 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 Entrusted sale of specific
customers' products
Secrecy Obligation
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
Secrecy Obligation
Contract for
outsourcing of R&D
and production
A Taiwanese
company
2016.04.27 ~ Commissioned R&D and
production for API
Secrecy Obligation
Supply Agreement A Company in
USA
2017.06.19~2024.06.18 Supply API of New
Anti-biotic drug
Secrecy Obligation
Supply Agreement A Company in
USA
2017.05.31~2020.05.30 Supply API of New
Anti-biotic drug
Secrecy Obligation
Supply Agreement A Company in
Dubai
2017.05.03~ 2027.05.02 Supply of Anti-cancer API Secrecy Obligation
Joint warranty
contract
Australia and
New Zealand
Banking Group
Limited
2019.12.08~Loan
payback day
Voucher for SciAnda
(Changshu)
Pharmaceuticals, Ltd.
Secrecy Obligation
Joint warranty
contract
CTBC Bank 2016.05.26~2019.06.14 Voucher for SciAnda
(Changshu)
Pharmaceuticals,Ltd.
Secrecy Obligation
Supply Agreement A company in
China
2018.12.10~ Sales of API Secrecy Obligation
Supply Agreement A company in
Japan
2018.04.12~ Supply of API Secrecy Obligation
Supply Agreement A company in
Germany
2019.01.01~ Sales of multiple APIs Secrecy Obligation

~150~

SciAnda (Changshu) Pharmaceuticals, Ltd.

Contract Type Counterparty Contract Period Major Content Restriction
2013.01.31
Development,
Collaboration Two companies in
~20thanniversary after manufacture and sales of Secrecy Obligation
Agreement China
commercial launch oncology drug
2013.08.06 till both
Research Contract research service
A company in China parties’ obligations are Secrecy Obligation
agreement for oncology drug
completed
2014.02.24 till both
Research Contract manufacturing
A company in China parties’ obligations are Secrecy Obligation
agreement
for API
completed
2014.10.28
Supply Supply and sale of Non-Competition &
A company in China ~5thanniversary after

Agreement

oncology API

Secrecy Obligation
commercial launch
Service
Agreement
A company in the
USA
2015.07.15~2017.07.14
and will be automatically
renewedforone year
Contract research service Secrecy Obligation
Development
Agreement
A company in China 2017.06.13 ~ Contract manufacturing
for API
Secrecy Obligation
Development
Agreement
A company in China 2017.06.19 ~ Contract manufacturing
for oncology drug
Secrecy Obligation
Development &
Manufacture
Agreement
A company in China 2017.04.25 ~2022.04.24 Contract development &
manufacturing for
oncology drug
Secrecy Obligation
Development
Agreement
A company in China 2017.01.03 ~ Contract development for
cardiovascular diseases
Secrecy Obligation
Manufacture
Agreement
A company in China 2017.01.03 ~ Contract manufacturing of
drug for eye disease
Secrecy Obligation
Service
Agreement
A company in China 2017.11.23~ Stability Test for Urea
cycle disorders drug
Secrecy Obligation
Development
Contract
A Taiwanese
company
2017.10.31~ Manufacture, validation,
stability test and new drug
clinical trial application for
hypertension API
Secrecy Obligation
Contract for
syndicated loan
Banking consortium
led by CTBC Bank
2016.06.14~2019.06.14 Repayment of banking
loans owed by SciAnda
(Changshu)
Pharmaceuticals,Ltd.
According to the
stipulation of the
contract
Credit
Agreement
ANZ Bank 2017.02.08 ~2019.02.07 Credit Content
adjustments
Secrecy Obligation
Credit
Agreement
ANZ Bank (China),
Shanghai Branch
2019.12.08~2020.12.07 Credit Content
adjustments
Secrecy Obligation
Supply
Agreement
A company in China 2018.04.13~2028.04.13 manufacturing for API According to the
stipulation of the
contract
Service
Agreement
A company in
Ireland
2019.03.22~2024.03.21 Commissioned
Customized development
&manufacturing
Secrecy Obligation
Service
Agreement
A company in the
USA
2019.06.03~2024.06.02
Extend one more year
afterward automatically
APIs Contract
Development &
Manufacturing
Secrecy Obligation
Service
Agreement
A company in
Europe
2019.04.12~2024.04.11
Extend one more year
afterward automatically
Customized drugs
Contract development &
manufacturing
Secrecy Obligation
Service
Agreement
A company in the
USA
2019/12/03~
2021/12/02
Anti-depression drugs
Contract Development &
Manufacturing
Secrecy Obligation

~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 Years Financial Summary for The Last Five Years Financial Summary for The Last Five Years Financial Summary for The Last Five Years Financial Summary for The Last Five Years Financial
Summary As
of 2020.03.31
2015 2016 2017 2018 2019
Current assets 6,032,910 6,585,375 6,467,127 6,506,167 5,406,584 5,568,670
Property, Plant and
Equipment
5,170,714 5,208,898 5,088,713 4,758,846 4,433,860 4,351,201
Intangible assets 22,918 24,078 23,334 16,753 14,068 12,808
Other assets 995,053 964,649 1,122,215 1,281,562 1,820,052 1,719,461
Total assets 12,221,595 12,783,000 12,701,389 12,563,328 11,674,564 11,652,140
Current
liabilities
Before
distribution
2,274,983 1,691,693 1,115,458 1,945,644 741,747 806,929
After
distribution
2,494,308 1,919,791 1,495,013 2,333,106 (Note 1) (Note 1)
Non-current liabilities 89,619 863,514 1,168,706 78,652 672,873 706,243
Total
liabilities
Before
distribution
2,364,602 2,555,207 2,284,164 2,024,296 1,414,620 1,513,172
After
distribution
2,583,927 2,783,305 2,663,719 2,411,758 (Note 1) (Note 1)
Equity attributable to
shareholders of the
parent
9,856,993 10,227,793 10,417,225 10,539,032 10,259,944 10,138,968
Capital stock 7,310,829 7,603,262 7,907,392 7,907,392 7,907,392 7,907,392
Capital surplus 1,265,544 1,275,660 1,286,872 1,292,555 1,294,605 1,294,795
Retained
earnings
Before
distribution
1,211,525 1,352,325 1,242,726 1,299,469 1,125,773 1,161,129
After
distribution
699,767 820,097 863,171 912,007 (Note 1) (Note 1)
Other equity 69,095 (3,454) (19,765) 39,616 (67,826) (224,348)
Treasury stock - - - - - -
Non-controlling
interest
- - - - - -
Total
equity
Before
distribution
9,856,993 10,227,793 10,417,225 10,539,032 10,259,944 10,138,968
After
distribution
9,637,668 9,999,695 10,037,670 10,151,570 (Note 1) (Note 1)

Note 1: Proposal for allocation of the company's earnings in 2019 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 Year Financial Summary for The Last Five Year Financial Summary for The Last Five Year Financial Summary for The Last Five Year Financial Summary for The Last Five Year Financial
Summary As
of 2020.03.31
(Note 2)
2015 2016 2017 2018 2019
Current assets 4,928,490 5,718,294 5,858,009 5,971,748 4,819,167 -
Property, Plant and
Equipment
3,718,257 3,722,375 3,609,589 3,387,960 3,192,172 -
Intangible assets 12,656 12,633 10,752 8,402 9,458 -
Other assets 1,766,228 1,508,972 1,506,463 1,806,712 3,400,541 -
Total assets 10,425,631 10,962,274 10,984,813 11,174,822 11,421,338 -
Current
liabilities
Before
distribution
479,019 641,933 496,656 557,228 488,608 -
After
distribution
698,344 870,031 876,211 944,690 (Note 1) -
Non-current liabilities 89,619 92,548 70,932 78,562 672,786 -
Total
liabilities
Before
distribution
568,638 734,481 567,588 635,790 1,161,394 -
After
distribution
787,963 962,579 947,143 1,023,352 (Note 1) -
Equity attributable to
shareholders of the
parent
- - - - - -
Capital stock 7,310,829 7,603,262 7,907,392 7,907,392 7,907,392 -
Capital surplus 1,265,544 1,275,660 1,286,872 1,292,555 1,294,605 -
Retained
earning
Before
distribution
1,211,525 1,352,325 1,242,726 1,299,469 1,125,773 -
After
distribution
699,767 820,097 863,171 912,007 (Note1) -
Other equity 69,095 (3,454) (19,765) 39,616 (67,826) -
Treasury stock - - - - - -
Non-controlling
interest
- - - - - -
Total
equity
Before
distribution
9,856,993 10,227,793 10,417,225 10,539,032 10,259,944 -
After
distribution
9,637,668 9,999,695 10,037,670 10,151,570 (Note 1) -

Note 1: Proposal for allocation of the company's earnings in 2019 has yet to be approved by shareholders' meeting.

Note 2: 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.

~153~

Consolidated Condensed Statement of Comprehensive Income

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 Years Financial
Summary As
of 2020.03.31
2015 2016 2017 2018 2019
Operating revenue 3,955,207 4,030,921 3,516,481 3,524,263 2,892,783 542,523
Gross profit 1,676,654 1,805,961 1,550,157 1,542,514 1,176,405 244,352
Income from operations 749,703 868,276 558,962 558,412 266,854 44,658
Non-operating income/
expense
53,181 (57,676) (83,660) (67,871) (1,800) 4,212
Net income before tax 802,884 810,600 475,302 490,541 265,054 48,870
Net income from
continuingoperation
634,965 658,693 422,367 442,978 216,656 35,356
Loss from discontinued
operations
- - - - - -
Net income (Loss) 634,965 658,693 422,367 442,978 216,656 35,356
Other comprehensive
Income(after tax)
(25,918) (78,684) (16,049) (95,774) (110,332) (156,522)
Total comprehensive
Income(Losses)
609,047 580,009 406,318 347,204 106,324 (121,166)
Net income attributable to
theparent
634,965 658,693 422,367 442,978 216,656 35,356
Net income attributable to
non-controllinginterest
- - - - - -
Comprehensive income
attributable to theparent
609,047 580,009 406,318 347,204 106,324 (121,166)
Comprehensive income
attributable to
non-controllinginterest
- - - - - -
Earnings per share (NT$) 0.87 0.87 0.53 0.56 0.27 0.04

~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 Years (Note 1) Financial
Summary As
of 2020.03.31
2015 2016 2017 2018 2019
Operation revenue 3,897,137 3,888,611 3,449,175 3,470,109 2,813,047 -
Gross profit 1,665,688 1,848,076 1,671,193 1,661,639 1,135,660 -
Income from operations 920,731 1,066,196 801,318 765,170 322,297 -
Non-operating income/
expense
(150,622) (244,390) (312,542) (297,519) (75,783) -
Net income before tax 770,109 821,806 488,776 467,651 246,514 -
Net income from continuing
operation

634,965
658,693 422,367 442,978 216,656 -
Loss from discontinued
operations
- - - - - -
Net income (Loss) 634,965 658,693 422,367 442,978 216,656 -
Other comprehensive
Income(after tax)
(25,918) (78,684) (16,049) (95,774) (110,332) -
Total comprehensive
Income(Losses)
609,047 580,009 406,318 347,204 106,324 -
Net income attributable to
theparent
- - - - - -
Net income attributable to
non-controllinginterest
- - - - - -
Comprehensive income
attributable to theparent
- - - - - -
Comprehensive income
attributable to
non-controllinginterest
- - - - - -
Earnings per share (NT$) 0.87 0.87 0.53 0.56 0.27 -

Note1: 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 Auditors’ Opinions from 2015 to 2019

Year Auditing Firm CPA Audit Opinions
2015 PricewaterhouseCoopers,
Taiwan
Tzu-Yu Lin
Ming-Hsien Lee
Unqualified
2016 PricewaterhouseCoopers,
Taiwan
Yung-Chih Lin
Ming-Hsien Lee
Unqualified
2017 PricewaterhouseCoopers,
Taiwan
Yung-Chih Lin
Tzu-MengLiu
Unqualified
2018 PricewaterhouseCoopers,
Taiwan
Yung-Chih Lin
Tzu-MengLiu
Unqualified
2019 PricewaterhouseCoopers,
Taiwan
Yung-Chih Lin
Tzu-MengLiu
Unqualified

~156~

6.2 Five-Year Financial Analysis

Consolidated Financial Analysis – Based on IFRS


Item(Note 4)
Year Financial Analysis for the Last Five Years Financial Analysis for the Last Five Years Financial Analysis for the Last Five Years Financial Analysis for the Last Five Years Financial Analysis for the Last Five Years Financial
Analysis
As of
2020.03.31
(Note1)
2015 2016 2017 2018 2019
Financial
structure
Debt to Assets
Ratio (%)
19.35 19.99 17.98 16.11 12.12 12.99
Ratio of long-term
capital to
property, plant
and equipment(%)

192.36
212.93 227.68 223.11 246.58 249.25
Solvency Current ratio (%) 265.18 389.28 579.77 334.40 728.90 690.11
Quick ratio (%) 162.42 268.57 419.18 259.31 559.57 516.48
Interest earned
ratio (times)
90.03 23.44 7.20 7.12 5.76 12.46
Operating
performance
Accounts
receivable
turnover(times)
5.50 5.10 5.32 5.92 5.03 4.39
Average
collectiondays
66 72 69 62 73 83
Inventory
turnover(times)
0.84 0.90 0.83 0.93 0.93 0.69
Accounts payable
turnover(times)
30.69 26.94 23.39 20.92 16.86 9.57
Average inventory
turnoverdays

435
406 440 392 392 529
Property, plant
and equipment
turnover(times)
0.75 0.74 0.62 0.68 0.59 0.47
Total assets
turnover(times)
0.32 0.31 0.25 0.26 0.23 0.18
Profitability Return on total
assets (%)
5.45 5.51 3.81 4.01 2.16 1.33
Return on
stockholders'
equity (%)
6.60 6.56 4.09 4.23 2.08 1.39
Pre-tax income to
paid-in capital
(%)
10.98 10.66 6.01 6.20 3.35 2.47
Net margin (%) 16.05 16.34 12.01 12.57 7.49 6.52
Earnings per share
(NT$) (Note2)

0.87
0.87 0.53 0.56 0.27 0.04
Cash flow Cash flow ratio
(%)
45.91 98.42 87.11 63.30 106.36 45.84
Cash flow
adequacy ratio
(%)
60.63 68.31 81.12 128.36 179.47 209.29
Cash reinvestment
ratio (%)

6.39
9.21 4.49 5.33 2.42 2.23
Leverage Operating
leverage
1.67 1.54 1.81 1.80 2.55 3.25
Financial leverage 1.01 1.04 1.16 1.17 1.26 1.11

~157~

Analysis of financial ratio differences for the last two years.

  1. Current ratio and quick ratio both increased, due mainly to reduction in current liabilities in 2019.

  2. Times interest earned decreased, due mainly to reduction in pretax profit in 2019.

  3. Accounts receivable turnover (times) dropped but average collection days increased, due mainly to reduction of net sales in 2019.

  4. Return on assets rate, return on equity rate, net margin, earnings per share dropped, due mainly to reduction of after-tax income in 2019..

  5. Pre-tax net profit/paid-in capital ratio dropped, due mainly to decline in pretax net profit in 2019.

  6. Cash flow ratio increased, due mainly to reduction of current liabilities in 2019.

  7. Cash flow adequacy ratio increased, due mainly to reduction of CAPEX and cash dividend in 2019.

  8. Cash re-investment ratio dropped, due mainly to reduction of net operating cash flow in 2019.

  9. Operating leverage increased, due mainly to reduction of net operating revenue and operating income.

  10. Note1: Financial Information prepared as of 2020.03.31 follows IFRS and has been verified by independent auditors.

  11. 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 PP&E ratio= (Shareholders' Equity + non-current Liabilities) / Net PP&E

  4. Liquidity Analysis

  5. (1) Current ratio = Current Assets / Current Liabilities

  6. (2) Quick ratio = (Current Assets - 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) Pre-tax income to paid-in capital = income before tax / Capital

  20. (4) Net margin = Net income / Net Sales

  21. (5) Earnings per share = (Net income – Preferred Stock Dividend) / Weighted Average Number of Shares outstanding

  22. 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. Cash flow reinvestment ratio = (Cash Provided by Operating Activities - Cash Dividends) / (Gross PP&E + Investment + Other non-current 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)

  29. Note 4: Cash-flow analysis

  30. Net cash flow for business activities refers to the amount of business activities-related cash flow in the cash-flow table

  31. Capital outlay refers to the amount of cash outflow for capital investment

  32. 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.

  33. Cash dividend includes cash dividend for both common shares and preferred shares

  34. Gross value of PP&E refers to their gross value before accumulated depreciation.

~158~

Parent Financial Analysis – Based on IFRS

Parent Financial Analysis – Based on IFRS Parent Financial Analysis – Based on IFRS Parent Financial Analysis – Based on IFRS Parent Financial Analysis – Based on IFRS Parent Financial Analysis – Based on IFRS

Item(Note 4)
Year Financial Analysis for the Last Five Years Financial
Analysis
As of
2020.03.31
(Note1)
2015 2016 2017 2018 2019
Financial
structure
Debt to Assets
Ratio (%)
5.45 6.70 5.17 5.69 10.17 NA
Ratio of long-term
capital to
property, plant
and equipment(%)

267.51
277.25 290.56 313.39 342.49
Solvency Current ratio (%) 1,028.87 890.79 1,179.49 1,071.69 986.31
Quick ratio (%) 593.56 602.53 857.33 834.11 739.03
Interest earned
ratio (times)
27,504.89 74,710.63 22,218.09 105.95 29.89
Operating
performance
Accounts
receivable
turnover(times)
5.60 5.31 5.54 5.95 5.05
Average
collectiondays
65 69 66 61 75
Inventory
turnover(times)
0.91 0.92 0.87 0.99 1.05
Accounts payable
turnover(times)
55.88 32.23 15.74 14.56 12.83
Average inventory
turnoverdays

401
397 420 369 348
Property, plant
and equipment
turnover(times)
1.02 1.02 0.87 0.95 0.82
Total assets
turnover(times)
0.37 0.35 0.29 0.30 0.24
Profitability Return on total
assets (%)
6.22 6.16 3.85 4.03 1.98
Return on
stockholders'
equity (%)
6.60 6.56 4.09 4.23 2.08
Pre-tax income to
paid-in capital (%)
10.53 10.81 6.18 5.91 3.12
Net margin (%) 16.29 16.94 12.25 12.77 7.70
Earnings per share
(NT$) (Note2)

0.87
0.87 0.53 0.56 0.27
Cash flow Cash flow ratio
(%)
257.31 291.35 235.13 222.74 141.14
Cash flow
adequacy ratio
(%)
77.01 89.91 108.01 146.30 136.27
Cash reinvestment
ratio (%)

7.86
11.27 6.24 5.57 1.89
Leverage Operating
leverage
1.46 1.36 1.44 1.42 1.93
Financial leverage 1.00 1.00 1.00 1.01 1.03

~159~

Analysis of financial ratio differences for the last two years.

  1. Liabilities/assets ratio increased, due mainly to increased total liabilities in 2019

  2. Times interest earned decreased, due mainly to reduced pre-tax profit in 2019.

  3. Accounts receivable turnover (times) dropped but average collection days increased, due mainly to reduction of net sales in 2019.

  4. Total assets turnover rate dropped, due mainly to reduction of net sales in 2019.

  5. Return on assets rate, return on equity rate, net margin, earnings per share dropped, due mainly to reduction of after-tax income (loss) in 2019.

  6. Pre-tax net profit/paid-in capital ratio dropped, due mainly decline in pre-tax net profit in 2019.

  7. Cash flow ratio and cash in reinvestment ratio dropped due mainly decline on reduction of net operating cash flow in 2019.

  8. Operating leverage increased, due mainly to reduction of net operating revenue and operating income.

  9. 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.

  10. Note 2: Calculated based on weighted average number of outstanding shares during each year. Note3: The calculation formula of financial analysis:

  11. Capital Structure Analysis

  12. (1) Debt ratio = Total Liabilities / Total Assets

  13. (2) Long-term fund to PP&E ratio= (Shareholders' Equity + non-current Liabilities) / Net PP&E

  14. Liquidity Analysis

  15. (1) Current ratio = Current Assets / Current Liabilities

  16. (2) Quick ratio = (Current Assets - Inventories - Prepaid Expenses) / Current Liabilities

  17. (3) Times interest earned = Earnings before Interest and Taxes / Interest Expenses

  18. Operating Performance Analysis

  19. (1) Average collection turnover = Net Sales / Average Trade Receivables

  20. (2) Average collection days = 365 / Receivables Turnover rate

  21. (3) Average inventory turnover = Cost of Sales / Average inventory

  22. (4) Average inventory turnover days = 365 / Inventory Turnover rate

  23. (5) Average payment turnover = Cost of Sales / Average Trade Payables

  24. (6) Fixed assets turnover = Net Sales / Average Net Properties

  25. (7) Total assets turnover = Net Sales / Average Total Assets

  26. Profitability Analysis

  27. (1) Return on total assets = {Net Income + Interest Expenses * (1 - Effective tax rate)} / Average Total Assets

  28. (2) Return ratio on stockholders' equity = Net Income / Average Shareholders' Equity

  29. (3) Pre-tax income to paid-in capital = income before tax / Capital

  30. (4) Net margin = Net income / Net Sales

  31. (5) Earnings per share = (Net income – Preferred Stock Dividend) / Weighted Average Number of Shares outstanding

  32. Cash Flow

  33. (1) Cash flow ratio = Net Cash Provided by Operating Activities / Current Liabilities

  34. (2) Cash Flow Adequacy Ratio =Five-year sum of cash from operations / Five-year sum of capital expenditures’ inventory additions’ and cash dividends.

  35. Cash flow reinvestment ratio = (Cash Provided by Operating Activities - Cash Dividends) / (Gross PP&E + Investment + Other non-current Assets + Working Capital)

  36. Leverage

  37. (1) Operating leverage = (Net Sales - Variable Cost) / Income from Operations

  38. (2) Financial leverage = Income from Operations / (Income from Operations - Interest Expenses)

  39. Note 4: Cash-flow analysis

  40. Net cash flow for operating activities refers to the amount of operating activities-related cash flow in the cash-flow table

  41. Capital outlay refers to the amount of cash outflow for capital investment

  42. 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.

  43. Cash dividend includes cash dividend for both common shares and preferred shares

  44. Gross value of PP&E refers to their gross value before accumulated depreciation.

~160~

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 2019 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 20, 2020

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

~161~

VII Review of Financial Conditions, Operating Results, and Risk Management

7.1 Analysis of Financial Status

Consolidated Financial statement Unit: NT$ thousands

Analysis of Financial Status
Consolidated Financial statement
Unit: NT$thousands Unit: NT$thousands
Year
Item
2019 2018 Difference
Amount %
Current Assets 5,406,584 6,506,167 (1,099,583) (16.90)
Property,Plant and Equipment 4,433,860 4,758,846 (324,986) (6.83)
Intangible Assets 14,068 16,753 (2,685) (16.03)
Other Assets 1,820,052 1,281,562 538,490 42.02
Total Assets 11,674,564 12,563,328 (888,764) (7.07)
Current Liabilities 741,747 1,945,644 (1,203,897) (61.88)
Other Liabilities 672,873 78,652 594,221 755.51
Total Liabilities 1,414,620 2,024,296 (609,676) (30.12)
Total Stockholders' Equity 10,259,944 10,539,032 (279,088) (2.65)

Parent Company Only Financial statement Unit: NT$ thousands

Year
Item
2019 2018 Difference Difference
Amount %
Current Assets 4,819,167 5,971,748 (1,152,581) (19.30)
Property,Plant and Equipment 3,192,172 3,387,960 (195,788) (5.78)
Intangible Assets 9,458 8,402 1,056 12.57
Other Assets 3,400,541 1,806,712 1,593,829 88.22
Total Assets 11,421,338 11,174,822 246,516 2.21
Current Liabilities 488,608 557,228 (68,620) (12.31)
Non-current Liabilities 672,786 78,562 594,224 756.38
Total Liabilities 1,161,394 635,790 525,604 82.67
Total Stockholders' Equity 10,259,944 10,539,032 (279,088) (2.65)

7.1.1 Explanation for variance (if the variation is 20 % or more):

Consolidated Financial Statements:

  1. Other assets, current liabilities, and non-current liabilities increased, due mainly to application of "lease" under IFRS (International Financial Reporting Standards) 16, leading to increase in "right-of-use assets" and "lease liabilities" and decrease of "long-term prepaid rent."

Parent Company Only Financial statement:

  1. Other assets increased: due mainly to application of "lease" under IFRS (International Financial Reporting Standards) 16, leading to increase of "right-of-use assets" for lessee's lease contract, plus participation in cash capital increase of subsidiary.

  2. Non-current assets increased, due mainly to application of "lease" under IFRS (International Financial Reporting Standards) 16, leading to increase of "lease liabilities" for lessee's lease contract.

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.

~162~

7.2 Analysis of Operation Results

Consolidated Financial statement Unit: NT$ thousands

Item 2019 2018 Difference (%)
Net OperatingRevenue 2,892,783 3,524,263 (631,480) (17.92)
OperatingCosts (1,716,378) (1,981,749) (265,371) (13.39)
Net OperatingMargin 1,176,405 1,542,514 (366,109) (23.73)
OperatingExpenses (909,551) (984,102) (74,551) (7.58)
OperatingProfit 266,854 558,412 (291,558) (52.21)
Non-operating Income And
Expenses
(1,800) (67,871) (66,071) (97.35)
Profit Before Income Tax 265,054 490,541 (225,487) (45.97)
Income Tax Expense (48,398) (47,563) 835 1.76
Profit For the Year 216,656 442,978 (226,322) (51.09)
Total Other Comprehensive
Income (Loss) For The Year
(After Tax)
(110,332) (95,774) (14,558) 15.20
Total Comprehensive Income
For The Year
106,324 347,204 (240,880) (69.38)

Parent Company Only Financial statement Unit: NT$ thousands

Item 2019 2018 Difference (%)
Net OperatingRevenue 2,813,047 3,470,109 (657,062) (18.93)
OperatingCosts (1,677,387) (1,808,470) (131,083) (7.25)
Net OperatingMargin 1,135,660 1,661,639 (525,979) (31.65)
OperatingExpenses (813,363) (896,469) (83,106) (9.27)
OperatingProfit 322,297 765,170 (442,873) (57.88)
Non-operating Income And
Expenses
(75,783) (297,519) (221,736) (74.53)
Profit Before Income Tax 246,514 467,651 (221,137) (47.29)
Income Tax Expense (29,858) (24,673) 5,185 (21.01)
Profit For the Year 216,656 442,978 (226,322) (51.09)
Total Other Comprehensive
Income (Loss) For The Year
(After Tax)
(110,332) (95,774) (14,558) 15.20
Total Comprehensive Income
For The Year
106,324 347,204 (240,880) (69.38)

7.2.1 Explanation for variance (if the variation is 20 % or more):

Consolidated financial statement

  1. Gross profit, pre-tax net profit, and net profit for the year decreased, due mainly to reduction of net revenue.

Parent financial statements:

  1. Gross profit, pretax net profit, and net profit for the year decreased, due mainly to reduction of net revenue.

  2. Non-operating income increased, due mainly to reduction of loss of subsidiary based on equity method.

~163~

7.2.2 Sales forecast and basis

A. Forecast of sales amount

Item Amount(kg)
Generic API 20,032
CMO API 4,484
CRO API 431
Total 24,947

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.

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
4,203,338 788,945 (1,687,305) 3,304,978 - -
  • (1) Operating activities: Operating activities generated NT$788,945 thousand dollars net cash inflow in 2019, attesting to the company's good business status.

  • (2) Investment activities: Investment activities caused NT$ 98,389 thousand dollars of net cash outflow in 2019, mainly for the substitution of new equipment for old one.

  • (3) Financing activities: Financing activities caused NT$1,571,859 thousand dollars of net cash outflow, mainly due to cash-dividend payout and payback of bank loan.

  • (4)Effect of change in exchange rate to cash and cash equivalent cash outflow was 17,057 thousand dollars

7.3.2 Remedy for Cash Deficit and Liquidity Analysis

Countermeasure for insufficient cash: There was no shortage of cash in the year.

~164~

7.3.3 Cash Flow Analysis for the Coming Year

Parent Company Only Financial 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)
Leverage of Cash
Surplus(Deficit)
Investment
Plans
Financing
Plans
3,304,978 495,502 (430,060) 3,370,420 - -
  • 7.3.3.1 Analysis of change in cash flow in the coming one year:

  • (a) Operating activities: The main source is net profit from the company's operating. However, it is predicted that business-related net cash inflow will top NT$495,502 thousand dollars in order to meet the need for development of products for the injection plant and other business needs in accordance with the company's policy.

  • (b) Investment activities: Investment activities are expected to cause NT$211,022thousand dollars of net cash outflow, mainly due to, on top of capital outlays for equipment updating and maintenance and for new equipment purchasing of injection plant.

  • (c) Financing activities: Financing activities are expected to cause NT$219,038 thousand dollars cash outflow, due mainly to the payout of cash dividend and the payback of bank loans for the operation of SciAnda (Changshu) Pharmaceuticals, Ltd.

  • 7.3.3.2 Countermeasures for insufficient cash and liquidity analysis: Not applicable, since the situation is nonexistent.

7.4 Major Capital Expenditure Items

7.4.1 Major Capital Expenditure Items and Source of Capital: None

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) SciAnda (Kunshan) Biochemical Technology, 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) SciAnda (Changshu) Pharmaceuticals, Ltd.: ScinoPharm's Changshu plant obtained production license for 18 active pharmaceutical ingredients from China's State Food and Drug Administration and passed inspection by several major customers as well as inspection by the U.S. FDA at the end of the 2015 and Japan PMDA on August 2018. The plant is now dedicated to the development and production of new active pharmaceutical ingredients. It’s estimated to complete the technical revision approval and workshop rectification at the second half of 2020. The plant then will be ready for massive production..

~165~

  • (3) SciAnda Shanghai Biochemical Technology, Ltd.: The subsidiary is mainly meant for tapping China's domestic market and service U.S. and European customers in Shanghai, 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) SciAnda (Kunshan) Biochemical Technology, Ltd.: The Company had stopped production. Net profit is higher than the previous period due to the selling intermediates in stockpile and the financial product income increased.

  • (2) SciAnda (Changshu) Pharmaceuticals, Ltd.: It suffered loss, due to less-than-expectation sales growth, resulting from increasingly stringent environmental, safety, and hygiene regulations, infrastructural investments necessitated by new GMP edition, rising environmental-protection costs, and increasing business risk, which boost R&D and manufacturing cost.

  • (3) SciAnda Shanghai Biochemical Technology, Ltd.: Tasked with the mission of helping the parent company and SciAnda (Changshu) with the application for registration of pharmaceuticals and the development of potential customers, the company suffered current loss, due to provision of impairment loss for inability to realize deferred income-tax assets in the year.

7.5.3. Improvement plan

Having cleared plant inspection by the U.S. FDA and Japan PMDA, SciAnda (Changshu) is seeking early plant inspection by China National Medical Products Administration for the products in collaboration with customers and accelerated operation of the Changshu plant via cost control and focus on products which can generate revenue and boost capacity utilization rate in short term. Seeking more business opportunities in CDMO, and strive to accelerate the pace of operation of ScinoPharm (Changshu).

7.5.4. Future investment plans

SciAnda (Changshu) Pharmaceuticals: Increase the capital of 100%-owned offshore subsidiary SPT International Ltd. to invest US$112.5million in SciAnda (Changshu) Pharmaceuticals, the investment had been completed at the end of November, 2019. The company’s board of director has resolved to Merger between the company's 100% indirectly owned subsidiaries ScinoPharm Pharmaceuticals Co., Ltd. (Kunshan) (SPK) and SciAnda (Changshu) Pharmaceuticals Co., Ltd. (SPC) on November 2019. The merger will increase the operating cash flow and improve the financial structure of SciAnda (Changshu) Pharmaceuticals.

~166~

7.6 Analysis of Risk Management

7.6.1. Risk-management policy and organizational structure

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.

The company's major risk-management organization and unit in charge of risk-management execution follow:

  1. Financial risk, liquidity risk, credit risk, and legal risk:

For the management policy, assessment, responsive strategy, and quantified exposure information for such risks, refer to page 55~59 of Appendix A.

  1. Market risk

In daily operation, various business and functional units formulate and execute various strategies according to their respective authorities and evaluate various countermeasures via analysis of changes in laws/regulations, policies, and markets. At times of possible market-risk crisis, put forth necessary risk management and handling method at regular management meeting.

  1. Strategy and management risk

The company has been tracking management performance continuously and adjust business strategy timely, in line with changes in market competition and pharmaceutical laws/regulations, so as to lower management risk and ensure business strategy conforming to corporate vision and facilitating attainment of corporate business target. Dimensions and management mechanism of business risks follow:

  • (1) Compliance with pharmaceutical safety and laws/regulations: study and law-making for pharmaceutical safety, pharmaceutical-safety inspection and execution, control of CGMP production flow, crisis management;

  • (2) Consolidating market status: Reinforcement of corporate core value, strengthening of competitiveness, development of new products, and continuing optimization of flow;

  • (3) Management of raw materials: procurement-risk evaluation, supplier management;

  • (4) Analysis and management cost: analysis and management of inventory cost, cost of manufacturing flow, and cost of raw materials;

  • (5) Control of accounts receivable: risk management for accounts receivable

  • (6) Business of risk management units: adjustment of strategy timely

  • Auditing office

The company's major business decisions are evaluated and analyzed by units in charge before submission to the board of directors for resolution and then execution. According to risk assessment and legal requirements, the auditing office formulates annual auditing plan and evaluation procedure and method, as basis for continuing management of aforementioned potential risks and submit the auditing results to the board of directors for perusal periodically.

~167~

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

As shown in its financial reports, the Taiwan parent company raked in NT$20,009 thousand net interest income in 2019, accounting for 0.71% and 6.21% of turnover and operating profit. The company has ample operating fund in hand, due to absence of large-scale outlays for fixed assets and equipment, following completion of the construction of the Injectable plant. In asset allocation, the company mainly invested in banking deposits and short-term fixed-yield financial products, such as bonds with repo agreement, in order to uphold the safety and liquidity of principal.

As shown in the consolidated financial statement, net interest outlays amounted to NT$17,713 thousand in 2019, much lower than NT$46,935 thousand in 2018, accounting for 0.61% and 6.64% of turnover and operating profit. Interest outlay differed due to the arrangement of US$38,000 thousand capital injection to SciAnda(Changshu) Pharmaceuticals to payback bank loan. Therefore the interest outlays are decreased. The company will closely monitor timing and effect of interest-rate hike in China and seeking other financial institution with better terms of the loan to meet operating needs in the future. 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 2019 Parent Company
OnlyFinancial statement
2019 Consolidated
Financial statement
Net interest income (expense) –(1) 20,009 (17,713)
Operatingrevenue-(2) 2,813,047 2,892,783
Operating profit -(3) 322,297 266,854
Net interest income (expense) to
operatingrevenue-(1)/(2)
0.71% (0.61%)
Net interest income (expense) to
operating profit-(1)/(3)
6.21% (6.64%)

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.

~168~

  • 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 currencydenominated 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.

(2).Effect of change in foreign exchange rate

As shown in the report of the parent company in Taiwan, there was NT$4,961 thousand of net loss in conversion of exchange in 2019, less than NT$11,601 thousands of net loss in 2018, amounting to 0.18% and 1.54% of operating revenue and operating profit. In 2019, affected by financial turmoil triggered Sino-U.S. trade dispute, the parent, despite risk hedging via purchase of forex forward, still suffered exchange loss, caused by exchange-rate fluctuation and high risk-hedging cost resulting from U.S.-Taiwan interest-rate spread

As shown in the consolidated financial statement, there was net profit of NT$3,148 thousand from conversion of exchange in 2019, improved from the net loss of NT$9,971 thousand in 2018, amounting to 0.11% and 1.18% of operating revenue and operating profit. Due mainly to benefit of mainland Chinese subsidiary in Changshou from the effect of currency devaluation on its renminbi-denominated debts, and reduced net exchange loss of the parent company, leading to alleviation of the effect of exchange-rate fluctuation on the entire group.


the entire group.
Unit: NT$thousands
Item 2019 Parent Company
OnlyFinancial statement
2019 consolidated
financial statement
Net currency exchange gain (loss)-(1) (4,961) 3,148
Operating revenue-(2) 2,813,047 2,892,783
Operating profit-(3) 322,297 266,854
Net currency exchange gain (loss) to
operatingrevenue-(1)/(2)
(0.18%) 0.11%
Net currency exchange gain (loss) to
operating profit-(1)/(3)
(1.54%) 1.18%

As for the parent company in Taiwan, given trust of large U.S. and European pharmaceutical firms in the quality of the company's products, the company's products are mainly for exports, generating revenue denominated mainly in U.S. dollar, with a small portion in euros, different from the company's payment which is mainly in the form of NT dollar, with a limited portion in U.S. dollar and euros. Therefore, depreciation of NT dollar will benefit the company in revenue and profit, and vice versa. As for subsidiaries in China, SciAnDa (Changshu) Pharmaceuticals, Ltd. has relied on loans from affiliates and banking loans for working capital since inauguration of its plant. In order to avoid effect of exchange-rate fluctuation, its loans are entirely denominated in renminbi.

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. Make payment for procurements in currencies similar to the denominated currencies for proceeds from sales, so as to achieve a risk-hedging effect automatically.

  • E. 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 the Cabinet-level Directorate General of Budget, Accounting, and Statistics in Taiwan, Taiwan consumer price index (CPI) inched up 0.56% in 2019 and wholesale price index (WPI) slipped 2.24% comparing with 2018. Meanwhile, statistics of China's National Bureau of Statistics show that China's CPI advanced 2.9% in 2019 and with 0.3% decline of PPI (producer price index) comparing with 2018. The price stability in Taiwan and China reflects slackened international prices of raw materials. In general, following a period of moderate recovery, the global economy began to show sign of stagflation in 2018, which deteriorated in 2019, due to Sino-U.S. trade friction. The company will continue monitoring price trend of raw materials and adjust sales prices and inventory level, should procurement cost rise, in addition to diversifying supply sources.

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 response to operating need of the business group, the company and subsidiaries in China has formulated, according to the regulations of competent authority, "procedure for loan extension to others" and "procedure for provision of endorsement and guarantee," as the basis in execution and risk assessment and effective control by related units. Meanwhile, according to the "Regulations Governing Establishment of Internal Control System by Public Companies," the auditing unit has instituted related system, to carry out risk management and auditing works.

As for loan extension, in 2019 except loan extended by ScinoPharm (Kunshan) Biochemical Technology Ltd. (to SciAnda (Changshu) Pharmaceuticals, Ltd., there was no loans extended to others by the company and subsidiaries. Outstanding loan extended by

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ScinoPharm (Kunshan) Biochemical Technology Ltd. to SciAnda (Changshu) Pharmaceuticals, Ltd. stood at NT$86,110 thousand as of the end of 2019.

As for endorsement and guarantee, the company's board of directors resolved in March and May 2019 to provide endorsement and guarantee to SciAnda (Changshu) Pharmaceuticals, Ltd. for the acquisition of medium- and long-term loans from financial institutions, respectively. As of the end of 2019, the outstanding value of endorsement and guarantee provided by the company stood at NT$2,063,467 thousand.

(3) Trading in derivate

The parent company ScinoPharm Taiwan, Ltd. and its subsidiaries in China have formulated their respective "procedure for acquisition and disposal of assets" as basis governing transactions in derivatives, which are mainly for the purpose of hedging market risk deriving from fluctuation in exchange rate and interest rate for foreign currency-denominated assets (liabilities), excluding arbitrage and speculation.

In 2019, there was unrealized loss of 2,552 thousand on financial instrument in both the financial statement of the parent company in Taiwan and the consolidated financial statement, due to the effect of financial turmoil amid Sino-U.S. trade friction and high risk-hedging cost resulting from large interest-rate spread between Taiwan and the U.S., despite purchase of forex forward by the parent company. The mainland Chinese subsidiary didn't engage in trading in derivatives.

In the future, the company will still engages in derivatives trading for lowering risks from fluctuation in exchange rate and interest rate, while shunning speculative trading. and will adjust risk-hedging strategy properly in the future, in line with the company's business status and market trend. Meanwhile, according to "procedure for acquisition or disposal of assets, the company evaluates trading status monthly for report to management as basis for decision making.

7.6.4 Future Research & Development Projects and Corresponding Budget

Given long period and high uncertainty for R&D on pharmaceuticals, on top of strong R&D strength and technological advantages, ScinoPharm Taiwan has invested heavily in R&D every year. Taking advantage of high-specifications cGMP production equipment and abundant experience accumulated over a long term, the company has not only develop products with market potential but also installed innovative technological platform, facilitating joint development of new preparations and new drugs with business partners and ushering the company into a new era.

On the existing base, the company will continue developing active pharmaceutical ingredients for new anti-cancer and central nerve system drugs featuring timeliness and new process. Meanwhile, from the angles of market potential, production difficulty, and manipulability, evaluate cautiously new crystal form or new combination of APIs for antiviral agents and chronic-disease medicines. Especially, in the field of combination medicines, the company's past efforts are expected to bear fruit gradually, thanks to progress in related technology which focuses on process, taking advantage of the features of combination medicines to provide transmission function for targeted therapy and thereby enhance medicine effectiveness and lowering side effect. Moreover, with increasing amount of new peptide drugs, ScinoPharm Taiwan's peptide-drug technological platform will exhibit its advantageous function, facilitating the development of APIs for peptide drugs which feature high technological threshold.

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In addition to continuing focus on the core business of anti-cancer APIs for consolidation of the company's leading market status, ScinoPharm Taiwan will gradually extend to the R&D on recipe and process for injection cancer drugs and obtain permit for new drug via simplified application procedure in the U.S. and Europe. Another R&D focus is recipe for new preparations and drug-administration technology, in the hope of developing patented niche pharmaceuticals. In combination with the production capability for injection drugs, ScinoPharm Taiwan will extend the value chain of its pharmaceuticals to injection drugs, from the original field of APIs.

The company appropriates R&D budget according to plan for new-product development, with R&D expense accounting for 7-10% in past years. Along with revenue growth, the company will gradually increase its R&D budget, to boost corporate competitiveness. The company expects to invest NT$800 million in R&D in the coming two years.

7.6.5 Effects of and Response to Changes in Policies and Regulations Relating to Corporate Finance and Sales:

Given limited effect of the extension of medical and pharmaceutical practice permit and patents in the revised Pharmaceutical Affairs Law on the company, including finance, the company is actively making all-round product deployment and engaging in product development.

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 outperforms peers in product development and closely monitors, along with marketing and planning teams, general trend for pharmaceutical development and technological progress, as the basis for medium- and long-term development plan. Since the company's APIs are self-developed ones entirely, there is no any problem concerning patent infringement. The company has spared no effort in technological innovation and development of patented progress, to uphold product competiveness. Taking advantage of established basis, the company has been developing new products actively every year, so as to expand product lineup and support the company's global deployment. In addition to APIs, the company has stepped into the realm of production of preparations and, via joint venture, new drug development, gradually becoming an all-round pharmaceutical firm. The company has adhered to the principle of balancing efforts for short-, medium-, and long-term development, capable of coping with technological and industrial changes, without affecting financial soundness.

7.6.7 The Impact of Changes in Corporate Image on Corporate Risk Management, and the Company’s Response Measures

In adherence to the concept of sustainable development and long-term partnership with customers and communities, the company regards highly corporate image and risk management, publicizing business status at shareholders' meeting and investors' conference regularly, so as to increase financial transparency. In addition, the company has taken part actively in communal and public-service events, fulfilling its social responsibilities. There are designated staffers to handle various unexpected happenings, minimizing uncertainty for corporate operation. Therefore, there was no major happening which harmed corporate image and caused corporate crisis.

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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 development trend of the pharmaceutical industry, the company has been endeavoring to strengthen the competitiveness of the entire supply chain. The new injection plant in Tainan has been ready for operation, following installation of two production lines in 2017, certification of plant and equipment in 2018, In 2019, the company finished the registration batches for 2 projects. Following inauguration of the new plant, on top of supplying generic drugs and APIs for new medicine, the company will be able to provide trustworthy contract-production service to branded customers. Expected benefits, possible risks, and countermeasures of the injection-medicine plant follow:

  • (1) Benefits

  • ScinoPharm's ampule plant meets the highest specifications of international regulations in design, including sterile glove-box filling lines, minimizing sterile operating space and human interference with the sterile environment. Disposable materials are employed at production lines as much as possible, to avoid cross contamination brought about by washing and repeated usage.

  • Of the two existing production lines, one is capable of turning out advance-filled and cartridge ampules with high activity and the other cyotoxin liquid and frozen dry anti-cancer amplues, taking advantage of the company's expertise in anti-cancer API. Thanks to the advantages of high sterility and product-switch flexibility of glove-box filling lines, ScinoPharm's ampule plant turns out cartridge-bottle and advance-filled ampules, facilitating development of production of generic-drug ampules and contract production for international ampule firms in the future. Given its simultaneous engagement in development and production of APIs and ampules, ScinoPharm is expected to create even more opportunities for different business cooperation models, leading to higher competitiveness in the pharmaceutical industry.

(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

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utilization rate and idle 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.

7.6.10 Risks Relating to and Response to Excessive Concentration of Purchasing Sources and Excessive Customer Concentration

In both 2018 and 2019, the company's main customers were foreign pharmaceutical firms, all among the top 100 generic-drug firms conforming to standards of U.S. FDA and pharmaceutical regulators in Europe and Japan. The company sold to them products featuring its key technologies. The company has won their firm trust, thanks to years-long effort in process optimization, capacity enhancement, and cost reduction, plus excellent plant inspection record over the past years. Therefore, materials sold by the company to foreign drug plants cannot be replaced easily. In addition to firm relationship with existing customers, the company has also spared no effort in seeking new customers, without the risk of concentrated sales.

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 RightsThere 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:

In a continuing effort to improve and strengthen information safety, ScinoPharm Taiwan has put in place a complete information safety system, rigorously controlling information-safety risk, so as to uphold key corporate operations, including management, production, and quality control, and assure the confidentiality, safety, and integrity of corporate data.

A special team in the information division is in charge of information security, which reviews possible problems in the company's information security risk management structure at information division's quarterly meeting and reports execution status for information security to vice president of the administrative center irregularly, to assure stable operation of the information security system. Although the company has yet to take out information-security insurance, the company has adhered to three themes in information-security strategy, namely information-security management, new

~174~

technology utilization, and legal compliance, with brief introductions to the three themes follows:

  1. As for strengthening information-safety management, in addition to conformance to the most rigorous information-safety requirement in planning network structure, the company has resorted to the assistance of outside information-safety specialists and endeavored to pinpoint possible or potential problems for rectification, via various self-developed monitoring systems. The company has installed a rigorous access control system, to assure physical safety, and endeavored to assure access and retrieval control and prevent data alteration via strict requirement of passwords, authorization management, and control of operating environment. Encryption system for documents has been introduced, to assure document confidentiality and prevent data stealth, on top of installation of firewall system, sandbox system, and APT protection technology, so as to ward off hacker attack, DDos attack, advanced continuing attack, compute virus, spam, social-engineering attack, thereby lowering information-safety risk.

  2. Take advantage of new technology to strengthen data protection and enhance system usability and capability for continuing operation, introduce continuing data protection system, to alleviate the impact of uncertain factors on major systems, and conduct system recovery test periodically, to confirm the validity of protection mechanism, and introduce virtualization of physical systems, including virtualization of mainframe and network, to assure high usability and safety of key systems and lower the impact resulting from outdated software and hardware.

  3. The company has dedicated to installation of information systems conforming GMPs of various countries, including US 21-CFR Part 11, EU EUDRALEX Volume 4 Annex 11, and maintenance of the status of conformance. The company has also complied with various regulations on data integrity, such as US FDA, MHRA, WHO, PIC/S, pushing information safety according rigorous standards. (3) the Company strives to construct the information system that in compliance with the GMP regulation worldwide, including US21-CFR Part 11, EU EUDRALEX Volume 4 Annex 11, and to maintain continuously compliance; The company is in compliance with the Data Integrity provision such as : US FDA, MHRA, WHO, PIC/S and even utilize more stringent standards to advance the information system safety.

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 353] intentionally omitted <==

----- Start of picture text -----

Dec 31, 2019
ScinoPharm
Taiwan, Ltd.
100% 100%
ScinoPharm
SPT International,
Singapore Pte Ltd.
Ltd. (BVI)
(Singapore)
100% 100% 100%
SciAnda (Kunshan) SciAnda Shanghai
SciAnda (Changshu)
Biochemical Technology Biochemical Technology,
Pharmaceuticals, Ltd.
Co., Ltd. Ltd
----- End of picture text -----

~176~

panies Information 2019.12.31

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$7,907,392,220 Counseling, consulting, and technological
services for active pharmaceutical ingredients,
injection drugs, preparations, and other related
products
SPT International, Ltd. 1998.10.22 P.O. Box 957, Offshore
Incorporations Centre, Road Town,
Tortola, British Virgin Islands.
US$118,524,644 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
SciAnda (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
SciAnda (Changshu)
Pharmaceuticals, Ltd.
2009.08.18 No. 16, Dong Zhou Rd., Economic
Development Zone, Changshu,
Jiangsu, China
US$112,500,000 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
SciAnda 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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8.1.1.5 Directors, Sup panies Dec 31, 2019, Unit: Shares; %,

8.1.1.5 Directors, S upervisors and Presiden ts of Affliated Companies Dec 31, 2019, Unit: Shares; %, Dec 31, 2019, Unit: Shares; %,
Company Title Name or Representative Shareholding (Note)
Shares (Amount) %
ScinoPharm Taiwan,
Ltd.
Chairman Chih-Hsien Lo
(Representative of Uni-President Enterprises Corp.)
299,968,639 37.94%
Director Tsung-Ming Su
(Representative of Uni-President Enterprises Corp.)
299,968,639 37.94%
Director Kun-Shun Tsai
(Representative of Uni-President Enterprises Corp.)
299,968,639 37.94%
Director Tsung-Pin Wu
(Representative of Uni-President Enterprises Corp.)
299,968,639 37.94%
Director Jia-Horng Guo
(Representative of Uni-President Enterprises Corp.)
299,968,639 37.94%
Director Fu-Jung Lai
(Representative of Uni-President Enterprises Corp.)
299,968,639 37.94%
Director Po-Ming Hou
(Representative of Tainan SpinningCo.,Ltd.)
23,605,921 2.99%
Director Ming-Chuan Hsieh
(Representative of National Development Fund,Executive Yuan)
109,539,014 13.85%
Director Ya-Po Yang
(Representative of National Development Fund,Executive Yuan)
109,539,014 13.85%
Director Chiou-Ru Shih
(Representative of President International Development Corp.)
28,673,421 3.63%
Director Shiow-Ling Kao
(Representative of Kao Chyuan Investment Co.,Ltd.)
14,832,733 1.88%
Director Kuo-Hsi Wang
(Representative of Taiwan Sugar Corporation)
32,581,963 4.12%
Independent Director Wei-Te Ho 0 0%
Independent Director Wen-Chang Chang 0 0%
Independent Director Li-Tzong Chen 0 0%
CEO Tsung-Ming Su 0 0%

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Company Title Name or Representative Shareholding (Note) Shareholding (Note)
Shares (Amount) %
SPT International,
Ltd.
Institute Director Tsung-Ming Su(Representative of ScinoPharm Taiwan, Ltd.) 118,524,644 100%
ScinoPharm
Singapore Pte Ltd
Director Ching-Wen Lin
(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%
SciAnda (Kunshan)
Biochemical
Technology Co., Ltd.
Chairman Shou-Cheng Yang
(Representative ofSPT International,Ltd.)
US$4,000,000 100%
Director Chih-Fang Chen
(Representative of SPT International,Ltd.)
US$4,000,000 100%
Director Ching-Wen Lin
(Representative ofSPT International,Ltd.)
US$4,000,000 100%
Supervisor Chih-Hui Lin
(Representative of SPT International,Ltd.)
US$4,000,000 100%
General Manager Chih-Fang Chen 0 0%
SciAnda (Changshu)
Pharmaceuticals, Ltd.
Chairman Shou-Cheng Yang
(Representative of SPT International,Ltd.)
US$112,500,000 100%
Director Chih-Fang Chen
(Representative of SPT International,Ltd.)
US$112,500,000 100%
Director Ching-Wen Lin
(Representative of SPT International,Ltd.)
US$112,500,000 100%
Director Gloria Chang
(Representative of SPT International,Ltd.)
US$112,500,000 100%
Supervisor Chih-Hui Lin
(Representative of SPT International,Ltd.)
US$112,500,000 100%
Supervisor Shun-Yang Lin
(Representative of SPT International,Ltd.)
US$112,500,000 100%
General Manager Chih-Fang Chen 0 0%

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Company Title Name or Representative Shareholding (Note) Shareholding (Note)
Shares (Amount) %
SciAnda Shanghai
Biochemical
Technology, Ltd.
Chairman Shou-Cheng Yang
(Representative of SPT International,Ltd.)
US$1,200,000 100%
Director Chih-Fang Chen
(Representative of SPT International,Ltd.)
US$1,200,000 100%
Director Ching-Wen Lin
(Representative of SPT International,Ltd.)
US$1,200,000 100%
Director Gloria Chang
(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.

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8.1.1.6 Summarized Operation Results of Affiliated Enterprises Dec. 31, 2019; 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.
7,907,392 11,421,338 1,161,394 10,259,944 2,813,047 322,297 216,656 0.27
SPT International, Ltd. 3,533,369 1,823,866 41 1,823,825 - -204 -118,523 -1.00
ScinoPharm Singapore
Pte Ltd.
0 202 90 112 395 18 16 8,059
SciAnda (Kunshan)
Biochemical
Technology Co., Ltd.
119,920 420,169 - 420,169 6,861 933 13,374 N/A
SciAnda (Changshu)
Pharmaceuticals, Ltd.
3,372,750 1,775,266 391,053 1,384,213 418,881 -73,154 -130,862 N/A
SciAnda Shanghai
Biochemical
Technology, Ltd.
35,976 17,729 1,773 15,956 32,328 644 -755 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, 2019: RMB:NTD = 1 : 4.305942 USD:NTD = 1: 29.98

  • (2) Figures in income statement are based on average exchange rates in 2019 RMB:NTD = 1: 4.474844 USD:NTD = 1: 30.911044

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ScinoPharm Taiwan, Ltd.

Statement on Affiliates Report

March 20, 2020

The company's 2019 affiliates report (Jan. 1 through Dec. 31, 2019) 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: Chih-Hsien Lo March 20, 2020

~182~

==> picture [162 x 69] intentionally omitted <==

ScinoPharm Taiwan, Ltd.

Re-auditing report by Certified Public Accountant on Affiliates Report

No. 19008239

To ScinoPharm Taiwan, Ltd. :

ScinoPharm's 2019 affiliates report was compiled on March 20, 2020 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 2019 financial statement.

PricewaterhouseCoopers, Taiwan

Yung-Chih Lin

Independent Accountants

Tzu-Meng Liu

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. (84) Taiwan-Finance-Securities-(6)-29174

March 20, 2020

~183~

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.
299,968,639 shares
37.94% Director
Director
Director
Director
Director
Director
Chih-Hsien Lo
Jia-Horng Guo
Tsung-Ming Su
Kun-Shun Tsai
Tsung-Pin Wu
Fu-Jung Lai

President International
Development Corp. (Note 1)
28,673,421 shares
3.63% 20,000,000
shares
Director Chiou-Ru Shih
Tong Yu Investment Corp.
(Note 2)
15,371,166 shares
1.94%
Kai Yu Investment Co.,
Ltd.(Note 3)
14,763,165 shares
1.87%
Kai Nan Investment Co.,
Ltd.(Note 3)
13,950,061 shares
1.76%

。 (Note 1) Uni-President Enterprises Corp. owns 69.37% stake.

。 (Note 2) President International Development Corp. owns 100% stake

(Note 3) Uni-President Enterprises Corp. owns 100% stake.

Chairman:Chih-Hsien Lo CEO:Tsung-Ming Su Director of Accounting:Chih-Hui Lin

~184~

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

NT$ thousand;%

Property transaction: None
Financing: None
Lease of assets: None
Other major dealings: None
Property transaction: None
Financing: None
Lease of assets: None
Other major dealings: None
Property transaction: None
Financing: None
Lease of assets: None
Other major dealings: None
NT$ thousand;%
Transaction with Controllingl Company Transaction Terms
between Normal
Transaction and
Controlling Company
Item Amount Item Amount%
Other Expense $ 6,935 1% No major discrepancy
  1. Provision of endorsement and guarantee between subordinated companies and controlling company: None

Chairman:Chih-Hsien Lo CEO:Tsung-Ming Su Director of Accounting:Chih-Hui Lin

~185~

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 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 2019, the company applied for 25 DMF registrations worldwide, including 2 in the U.S. As of April 2020, the company had 832 DMF registrations worldwide.

8.4.2 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.

Overdue length of debts Percentage ofprovisions
1-~30 days 0.05%
31~60 days 0.10%
61~90 days 0.25%
91~180 days 10%
More than 180days 100%
  • For other customers, bad-debt provisions are appropriated according to the length of overdue debt, as shown in the following:
Overdue length of debts Percentage ofprovisions
1-~30 days 0.10%
31~60 days 0.20%
61~90 days 0.50%
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.

~186~

  • (2) Provisions for the loss on inventories from market price decline

  • 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 decline must be made and listed as current operating cost, should cost exceed net realizable value. Should net realizable value rise again, the increase can be used for reverse the loss, within the balance of allowance for loss on inventory market price decline and listed as a reduction item for current operating cost.

In evaluating the price-decline loss on 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 method 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.

~187~

ScinoPharm Taiwan, Ltd.

Chairman : Chih-Hsien Lo

Address:No.1, Nan-ke 8[th] Road,

Southern Taiwan Science Park,

Shan-Hua, Tainan, 74144, Taiwan

886 - 6 - 505 2888

~188~

Appendix A

SCINOPHARM TAIWAN, LTD. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS AND REPORT OF INDEPENDENT ACCOUNTANTS DECEMBER 31, 2019 AND 2018


For the convenience of readers and for information purpose only, the auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. In the event of any discrepancy between the English version and the original Chinese version or any differences in the interpretation of the two versions, the Chinese-language auditors’ report and financial statements shall prevail.

~1~

SCINOPHARM TAIWAN, LTD.

Declaration of Consolidated Financial Statements of Affiliated Enterprises

For the year ended December 31, 2019, 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.

By Alex Lo Chairman March 20, 2020

~2~

REPORT OF INDEPENDENT ACCOUNTANTS TRANSLATED FROM CHINESE

To the Board of Directors and Shareholders of ScinoPharm Taiwan, Ltd.

Opinion

We have audited the accompanying consolidated balance sheets of ScinoPharm Taiwan, Ltd. and subsidiaries (the “Group”) as at December 31, 2019 and 2018, 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, 2019 and 2018, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.

Basis for opinion

We conducted our audits in accordance with the “Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants” and generally accepted auditing standards in the Republic of China (ROC GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Code of Professional Ethics for Certified Public Accountants in the Republic of China (the “Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Group’s consolidated financial statements of 2019. 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.

~3~

The key audit matters for the Group’s consolidated financial statements of the current period are stated as follows:

Cutoff of export revenue from Taiwan

Description

Refer to Note 4(28) for accounting policies on revenue recognition and Note 6(20) for accounting items on operating revenue.

The Group’s sales revenue mainly arise from the manufacture and sales of Active Pharmaceutical Ingredient (“API”), which primarily consists of export sales. The Group recognises export sales revenue based on the terms and conditions of transactions which vary with different customers. As revenue recognition involves manual processes and is material to the financial statements, we consider the cutoff of export revenue from Taiwan a key audit matter.

How our audit addressed the matter

We performed the following key audit procedures in respect of the above key audit matter:

  1. Understood and assessed the effectiveness of internal controls over cutoff of sales revenue and tested the effectiveness of internal controls over shipping and billing.

  2. Checked the completeness of the export sales details for a certain period around balance sheet date and performed cutoff tests on a random basis, which included checking the terms and conditions of transactions, verifying against supporting documents, and checking whether inventory movements and costs of sales were recognised in the appropriate period.

Inventory valuation

Description

Refer to Note 4(13) for accounting policies on inventory valuation, Note 5(2)1 for the uncertainty of accounting estimates and assumptions applied on inventory valuation, and Note 6(5) for details of inventories. As of December 31, 2019, the balances of inventory and allowance for inventory valuation losses were $1,595,450 thousand and $471,118 thousand, respectively.

The Group is primarily engaged in the manufacture and sales of API. As the manufacturing process is relatively complicated and time consuming, materials require longer lead time, the waiting period for product registration is long, and the timing of the product launch may be deferred, there is higher risk of

~4~

incurring loss on inventory valuation. For inventories sold under normal terms, the Group measures inventories at the lower of cost and net realisable value. For inventories aging over a certain period of time and are individually identified as obsolete inventories, the net realisable value is calculated based on the historical information of inventory turnover. Since the calculation of net realisable value involves subjective judgement and the ending balance of inventory is material to the financial statements, we consider the valuation of inventory a key audit matter.

How our audit addressed the matter

We performed the following key audit procedures in respect of the above key audit matter:

  1. Evaluated the reasonableness of provision policies and procedures on allowance for inventory valuation losses, including the historical data of inventory turnover and judgement of obsolete inventory.

  2. Verified whether the dates used in the inventory aging reports that the Group applied to value inventories were accurate. Recalculated and evaluated the reasonableness of allowance for inventory valuation losses in order to confirm whether the reported information was in line with the Group’s policies.

  3. Selected samples from inventory items by each sequence number to verify its realisable value and to evaluate the reasonableness of allowance for inventory valuation loss.

Other matter – Parent company only financial reports

We have audited and expressed an unmodified opinion on the parent company only financial statements of ScinoPharm Taiwan, Ltd. as at and for the years ended December 31, 2019 and 2018.

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

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

~5~

In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including audit committee, are responsible for overseeing the Group’s financial reporting process.

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

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ROC GAAS will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with ROC GAAS, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  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.

~6~

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

  2. 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.

  3. 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.

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

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

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

~7~

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

Lin, Yung-Chih Independent Accountants

Liu, Tzu-Meng

PricewaterhouseCoopers, Taiwan Republic of China March 20, 2020

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

~8~

SCINOPHARM TAIWAN, LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

(Expressed in thousands of New Taiwan dollars)

Assets December 31, 2019
Notes
AMOUNT
%
6(1)
$
3,304,978
28
6(2)
2,920
-
6(3)
172,220
1
6(4) and 12
590,336
5
71,149
1
6(26)
8,968
-
5 and 6(5)
1,124,332
10
131,681
1
5,406,584
46
6(6)
415,210
4
6(7)(10)
4,433,860
38
3(1) and 6(8)
673,087
6
14,068
-
5 and 6(26)
606,123
5
85,361
1
11,001
-
8
29,270
-
3(1) and 6(9)
-
-
6,267,980
54
$
11,674,564
100
(Continued)
December 31, 2018 December 31, 2018
AMOUNT
$
4,203,338
409
178,615
558,950
104,021
-
1,363,797
97,037
6,506,167
468,117
4,758,846
-
16,753
593,103
108,869
6,885
29,270
75,318
6,057,161
$
12,563,328
%
Current assets
1100
Cash and cash equivalents
1110
Financial assets at fair value through
profit or loss - current
1136
Financial assets at amortised cost -
current
1170
Accounts receivable, net
1200
Other receivables
1220
Current income tax assets
130X
Inventories
1410
Prepayments
11XX
Total current assets
Non-current assets
1517
Financial assets at fair value through
other comprehensive income -
non-current
1600
Property, plant and equipment
1755
Right-of-use assets
1780
Intangible assets
1840
Deferred income tax assets
1915
Prepayments for equipment
1920
Guarantee deposits paid
1980
Other financial assets - non-current
1985
Long-term prepaid rents
15XX
Total non-current assets
1XXX
Total assets
34
-
1
4
1
-
11
1
52
4
38
-
-
5
1
-
-
-
48
100

~9~

SCINOPHARM TAIWAN, LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity December 31, 2019
Notes
AMOUNT
%
6(11)
$
89,766
1
6(20)
55,985
-
1,353
-
101,018
1
6(12)
333,376
3
6(26)
1
-
3(1)
16,014
-
6(13) and 9
144,234
1
741,747
6
6(26)
584
-
3(1)
590,020
5
6(14)
82,182
1
87
-
672,873
6
1,414,620
12
6(15)
7,907,392
68
6(16)(17)
1,294,605
12
6(6)(18)
612,600
5
22,829
-
490,344
4
6(19)
(
67,826) (
1)
10,259,944
88
9
11
$
11,674,564
100
December 31, 2018 December 31, 2018
AMOUNT
$
233,290
30,617
1,148
89,393
347,319
65,374
-
1,178,503
1,945,644
81
-
76,863
1,708
78,652
2,024,296
7,907,392
1,292,555
568,302
22,829
708,338
39,616
10,539,032
$
12,563,328
%
Current liabilities
2100
Short-term borrowings
2130
Contract liabilities - current
2150
Notes payable
2170
Accounts payable
2200
Other payables
2230
Current income tax liabilities
2280
Lease liabilities - current
2320
Long-term liabilities, current portion
21XX
Total current liabilities
Non-current liabilities
2570
Deferred income tax liabilities
2580
Lease liabilities - non-current
2640
Net defined benefit liabilities
2645
Guarantee deposits received
25XX
Total non-current liabilities
2XXX
Total liabilities
Equity attributable to owners of
parent
Share capital
3110
Share capital - common stock
3200
Capital surplus
Retained earnings
3310
Legal reserve
3320
Special reserve
3350
Unappropriated earnings
3400
Other equity interest
3XXX
Total equity
Significant contingent liabilities and
unrecognised contract commitments
Significant events after the balance
sheet date
3X2X
Total liabilities and equity
2
-
-
1
3
-
-
9
15
-
-
1
-
1
16
63
10
4
-
6
1
84
100

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

~10~

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

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

Items Year ended December 31
2019
2018
Notes
AMOUNT
%
AMOUNT
%
6(20)
$
2,892,783
100
$
3,524,263
100
6(5)(24)(25) and 9(
1,716,378) (
59) (
1,981,749) (
56)
1,176,405
41
1,542,514
44
6(9)(24)(25), 7, 9
and 12
(
157,168) (
6) (
146,931) (
4)
(
513,796) (
18) (
524,047) (
15)
(
238,373) (
8) (
313,208) (
9)
(
214)
-
84
-
(
909,551) (
32) (
984,102) (
28)
266,854
9
558,412
16
6(3)(21)
91,850
3
48,597
1
6(2)(10)(22)
(
37,961) (
1) (
36,299) (
1)
6(23)
(
55,689) (
2) (
80,169) (
2)
(
1,800)
- (
67,871) (
2)
265,054
9
490,541
14
6(26)
(
48,398) (
1) (
47,563) (
1)
$
216,656
8
$
442,978
13
6(14)
($
5,936)
- ($
8,328)
-
6(6)(19)
(
48,718) (
2) (
67,722) (
2)
6(26)
1,187
-
1,763
-
6(19)
(
56,865) (
2) (
21,487) (
1)
($
110,332) (
4) ($
95,774) (
3)
$
106,324
4
$
347,204
10
$
216,656
8
$
442,978
13
$
106,324
4
$
347,204
10
6(27)
$
0.27
$
0.56
$
0.27
$
0.56
4000
Operating revenue
5000
Operating costs
5900
Net operating margin
Operating expenses
6100
Selling expenses
6200
General and administrative expenses
6300
Research and development expenses
6450
Gain on reversal of (expected credit
losses)
6000
Total operating expenses
6900
Operating profit
Non-operating income and expenses
7010
Other income
7020
Other gains and losses
7050
Finance costs
7000
Total non-operating income and
expenses
7900
Profit before income tax
7950
Income tax expense
8200
Profit for the year
Other comprehensive income
Components of other comprehensive
(loss) income that will not be
reclassified to profit or loss
8311
Actuarial losses on defined benefit
plans
8316
Unrealised losses from equity
instrument measured at fair value
through other comprehensive
income
8349
Income tax related to components of
other comprehensive income that
will not be reclassified to profit or
loss
Components of other comprehensive
loss that will be reclassified to profit
or loss
8361
Financial statements translation
differences of foreign operations
8300
Total other comprehensive loss for
the year
8500
Total comprehensive income for the
year
Profit attributable to:
8610
Owners of the parent
Comprehensive income attributable
to:
8710
Owners of the parent
Earnings per share (in dollars)
9750
Basic
9850
Diluted

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

~11~

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

(Expressed in thousands of New Taiwan dollars)

For the year ended December 31, 2018
Balance at January 1, 2018
Effect on retrospective application and restatement
Balance after restatement on January 1, 2018
Net income for the year ended December 31, 2018
Other comprehensive loss for the year ended
December 31, 2018
Total comprehensive income (loss) for the year
ended December 31, 2018
Distribution of 2017 net income:
Legal reserve
Cash dividends
Employee stock option compensation cost
Disposal of equity instruments at fair value through
other comprehensive income
Balance at December 31, 2018
For the year ended December 31, 2019
Balance at January 1, 2019
Net income for the year ended December 31, 2019
Other comprehensive loss for the year ended
December 31, 2019
Total comprehensive income (loss) for the year
ended December 31, 2019
Distribution of 2018 net income:
Legal reserve
Cash dividends
Employee stock option compensation cost
Disposal of equity instruments at fair value through
other comprehensive income
Balance at December 31, 2019
Notes Equity a tt ributable to owners of the parent Total equity
S hare capital - common
stock
Capital reserve Retained Earnings Other Equity Interest
Legal reserve Special reserve Unappropriated earnings Financial statements
translation differences
of foreign operations
Unrealised gains
(losses) from financial
assets measured at fair
value through other
comprehensive income
6(19)
6(6)(19)
6(18)
6(16)(17)

6(6)(19)
6(6)(19)
6(18)
6(16)(17)

6(6)(19)



$
7,907,392
-
7,907,392
-
-
-
-
-
-
-
$
7,907,392
$
7,907,392
-
-
-
-
-
-
-
$
7,907,392
$
1,286,872
-
1,286,872
-
-
-
-
-
5,683
-
$
1,292,555
$
1,292,555
-
-
-
-
-
2,050
-
$
1,294,605
$
526,065
-
526,065
-
-
-
42,237
-
-
-
$
568,302
$
568,302
-
-
-
44,298
-
-
-
$
612,600



$
22,829
-
22,829
-
-
-
-
-
-
-
$
22,829
$
22,829
-
-
-
-
-
-
-
$
22,829
$
693,832
-
693,832
442,978
(
6,565 )
436,413
(
42,237 )
(
379,555 )
-
(
115 )
$
708,338
$
708,338
216,656
(
4,749 )
211,907
(
44,298 )
(
387,462 )
-
1,859
$
490,344
($
19,765 )
-
(
19,765 )
-
(
21,487 )
(
21,487 )
-
-
-
-
($
41,252 )
($
41,252 )
-
(
56,865 )
(
56,865 )
-
-
-
-
($
98,117 )
$
-
148,475
148,475
-
(
67,722 )
(
67,722 )
-
-
-
115
$
80,868
$
80,868
-
(
48,718 )
(
48,718 )
-
-
-
(
1,859 )
$
30,291
$
10,417,225
148,475
10,565,700
442,978
(
95,774 )

347,204
-
(
379,555 )
5,683
-
$
10,539,032
$
10,539,032
216,656
(
110,332 )

106,324
-
(
387,462 )
2,050

-
$
10,259,944

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

~12~

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

(Expressed in thousands of New Taiwan dollars)

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

Reversal of allowance for loss on inventory
market price decline

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

Depreciation of right-of-use assets

Property, plant and equipment transferred to
loss

Loss on disposal of property, plant and
equipment

(Gain on reversal of) impairment loss

Amortisation

Prepayments for equipment transferred to loss
Amortisation of long-term prepaid rent

Employee stock option compensation cost

Interest income

Interest expense

Changes in operating assets and liabilities
Changes in operating assets
Accounts receivable
Other receivables
Inventories
Prepayments
Changes in operating liabilities
Contract liabilities - current
Notes payable
Accounts payable
Other payables
Net defined benefit liabilities - non-current
Cash inflow generated from operations
Interest received
Interest paid
Income tax paid
Net cash flows from operating activities
For the years ended December 31,
Notes
2019
2018
$
265,054 $
490,541
(
2,511 ) (
409 )
12
214 (
84 )
6(5)
(
51,413 ) (
28,851 )
8,006
8,980
6(7)(24)
379,537
395,379
6(8)(24)
16,972
-
6(7)
22,726
14,349
6(22)
39
75
6(7)(10)(22)
707 (
2,273 )
6(24)
12,206
10,442
1,967
-
6(9)
-
1,858
6(16)(17)
2,050
5,683
6(21)
(
37,976 ) (
33,234 )
6(23)
55,689
80,169
(
31,599 )
8,453
33,791
92,033
293,845
340,142
(
43,565 )
7,320
25,368
1,721
205 (
13 )
11,625 (
1,391 )
(
12,793 )
6,429
(
617 ) (
777 )
949,527
1,396,542
37,057
31,668
(
63,570 ) (
76,487 )
(
134,069 ) (
120,129 )
788,945
1,231,594

(Continued)

~13~

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

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
Increase in financial assets at amortised cost -
current
Proceeds from disposal of financial assets at
amortised cost - current
Proceeds from disposal of financial assets at fair
value through other comprehensive income

Cash paid for acquisition of property, plant and
equipment

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

Repayment of the principal portion of lease
liabilities

Increase in long-term borrowings

Decrease in long-term borrowings

Decrease in guarantee deposits received

Payment of cash dividents

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

Cash and cash equivalents at end of year
For the years ended December 31,
Notes
2019
2018
($
710,890 ) ($
1,214,112 )
717,940
1,035,497
6(6)
4,189
3,733
6(28)
(
21,351 ) (
51,290 )
188
79
(
3,185 ) (
4,076 )
(
81,164 ) (
71,681 )
(
4,116 )
2,294
- (
439 )
(
98,389 ) (
299,995 )
6(29)
(
140,356 ) (
137,723 )
6(29)
(
11,335 )
-
6(29)
185,704
163,736
6(29)
(
1,216,792 ) (
273,493 )
6(29)
(
1,618 ) (
2 )
6(18)
(
387,462 ) (
379,555 )
(
1,571,859 ) (
627,037 )
(
17,057 ) (
12,015 )
(
898,360 )
292,547
6(1)
4,203,338
3,910,791
6(1)
$
3,304,978 $
4,203,338

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

~14~

SCINOPHARM TAIWAN, LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

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

1. HISTORY AND ORGANISATION

  • (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.

  • (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 AUTHORISATION FOR ISSUANCE OF THE CONSOLIDATED FINANCIAL

STATEMENTS AND PROCEDURES FOR AUTHORISATION

  • These consolidated financial statements were authorised for issuance by the Board of Directors on March 20, 2020.

  • 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”)

New standards, interpretations and amendments endorsed by the FSC effective from 2019 are as follows:

follows:
New Standards,Interpretations andAmendments Effective date by
International Accounting
StandardsBoard ("IASB")
Amendments to IFRS 9, ‘Prepayment features with negative
compensation’
IFRS 16, ‘Leases’
Amendments to IAS 19, ‘Plan amendment, curtailment or settlement’
Amendments to IAS 28, ‘Long-term interests in associates and joint
ventures’
IFRIC 23, ‘Uncertainty over income tax treatments’
Annual improvements to IFRSs 2015-2017 cycle
January 1, 2019
January 1, 2019
January 1, 2019
January 1, 2019
January 1, 2019
January 1, 2019

~15~

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. IFRS 16, ‘Leases’

  • A. 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.

  • B. The Group has elected to apply IFRS 16 by not restating the comparative information (referred herein as the ‘modified retrospective approach’) when applying International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations (collectively referred herein as the “IFRSs”) effective in 2019 as endorsed by the FSC. Accordingly, the Group increased ‘right-of-use assets’ by $975,606, increased ‘lease liabilities’ by $900,288 and decreased ‘long-term prepaid rents’ by $75,318 with respect to the lease contracts of lessees on January 1, 2019.

  • C. The Group has used the following practical expedients permitted by the standard at the date of initial application of IFRS 16:

  • i. The use of a single discount rate to a portfolio of leases with reasonably similar characteristics. ii. The exclusion of initial direct costs for the measurement of ‘right-of-use asset’. iii.The use of hindsight in determining the lease term where the contract contains options to extend or terminate the lease.

  • D. The Group calculated the present value of lease liabilities by using the weighted average incremental borrowing interest rate of 1.13%.

  • E. The Group recognised lease liabilities which had previously been classified as ‘operating leases’ under the principles of IAS 17, ‘Leases’. The reconciliation between operating lease commitments under IAS 17 measured at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate and lease liabilities recognised as of January 1, 2019 is as follows:

follows:
Operating lease commitments disclosed by applying IAS 17 as at
December 31, 2018 $ 457,057
Add: Adjustment as a result of a different treatment of extension 726,960
Less: Short-term leases ( 2,397)
Low-value assets ( 2,765)
Total lease contracts amount recognised as lease liabilities by applying
IFRS 16 on January 1, 2019 $ 1,178,855
Incremental borrowing interest rate at the date of initial application 1.13%
Lease liabilities recognised as at January 1, 2019 by applying IFRS 16 $ 900,288

~16~

(2) Effect of new issuances of or amendments to IFRSs as endorsed by the FSC but not yet adopted by

the Group

New standards, interpretations and amendments endorsed by the FSC effective from 2020 are as follows:

==> picture [469 x 31] intentionally omitted <==

----- Start of picture text -----

Effective date by
New Standards, Interpretations and Amendments IASB
----- End of picture text -----

New Standards,Interpretations andAmendments Effective date by
IASB
Amendments to IAS 1 and IAS 8, ‘Disclosure Initiative-Definition of January 1, 2020
Material’
Amendments to IFRS 3, ‘Definition of a business’ January 1, 2020
Amendments to IFRS 9, IAS 39 and IFRS 7,‘Interest rate benchmark January 1, 2020
reform’

The above standards and interpretations have no significant impact to the Group’s financial condition and financial performance based on the Group’s assessment.

(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 are as follows:

==> picture [469 x 31] intentionally omitted <==

----- Start of picture text -----

Effective date by
New Standards, Interpretations and Amendments IASB
----- End of picture text -----

New Standards,Interpretations andAmendments Effective date by
IASB
Amendments to IFRS 10 and IAS 28, ‘Sale or contribution of assets To be determined by
between an investor and its associate or joint venture’ IASB
IFRS 17, ‘Insurance contracts’ January 1, 2021
Amendments to IAS 1, ‘Classification of liabilities as current or non- January 1, 2022
current’

The above standards and interpretations have no significant impact to the Group’s financial condition

and financial performance based on the Group’s assessment.

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 Interpretation 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:

~17~

  - (a) Financial assets and financial liabilities (including derivative instruments) at fair value through profit or loss.

  - (b) Financial assets at fair value through other comprehensive income.

  - (c) Defined benefit liabilities recognised 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 judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 5.

  • (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 unrealised 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 recognised 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 recognised in profit or loss. All amounts previously recognised 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 recognised in other comprehensive income in relation to the subsidiary

~18~

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.

B. Subsidiaries included in the consolidated financial statements:

Name of
Investors
Name of
Business
Subsidiaries
activities
SPT International,
Ltd.
Professional
investment
ScinoPharm
Singapore
Pte Ltd.
Professional
investment
SciAnda
(Kunshan)
Biochemical
Technology
Ltd.
Research,
development
and manufacture
of API and new
drug, etc.
SciAnda
(Changshu)
Pharmaceuticals,
Ltd.
Research,
development
and manufacture
of API and new
drug, sale of
self-produced
products, etc.
SciAnda
Shanghai
Biochemical
Technology,
Ltd.
Import, export and
sales of API and
intermediates,
etc.
December 31,
December 31,
2019
2018
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
December 31,
2019
100.00
100.00
100.00
100.00
100.00
ScinoPharm
Taiwan, Ltd.
ScinoPharm
Taiwan, Ltd.
SPT
International,
Ltd.
SPT
International,
Ltd.
SPT
International,
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

~19~

recognised in profit or loss in the period in which they arise.

  • (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 recognised 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 recognised 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 recognised 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 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 recognised in other comprehensive income.

  - (b) 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.
  • (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 realised, 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 realised 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.

~20~

  • 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) Financial assets at fair value through profit or loss

  • A. Financial assets at fair value through profit or loss are financial assets that are not measured at amortised cost or fair value through other comprehensive income.

  • B. On a regular way purchase or sale basis, financial assets at fair value through profit or loss are recognised and derecognised using trade date accounting.

  • C. At initial recognition, the Group measures the financial assets at fair value and recognises the transaction costs in profit or loss. The Group subsequently measures the financial assets at fair value, and recognises the gain or loss in profit or loss.

  • D. The Group recognises the dividend income when the right to receive payment is established, future economic benefits associated with the dividend will flow to the Group and the amount of the dividend can be measured reliably.

  • (8) Financial assets at fair value through other comprehensive income

  • A. Financial assets at fair value through other comprehensive income comprise equity securities which are not held for trading, and for which the Group has made an irrevocable election at initial recognition to recognise changes in fair value in other comprehensive income.

  • B. On a regular way purchase or sale basis, financial assets at fair value through other comprehensive income are recognised and derecognised using trade date accounting.

  • C. At initial recognition, the Group measures the financial assets at fair value plus transaction costs. The Group subsequently measures the financial assets at fair value. The changes in fair value of equity investments that were recognised in other comprehensive income are reclassified to retained earnings and are not reclassified to profit or loss following the derecognition of the investment. Dividends are recognised as revenue when the right to receive payment is established, future economic benefits associated with the dividend will flow to the Group and the amount of

~21~

the dividend can be measured reliably.

(9) Financial assets at amortised cost

  • A. Financial assets at amortised cost are those that meet all of the following criteria:

  • (a) The objective of the Group’s business model is achieved by collecting contractual cash flows.

  • (b) The assets’ contractual cash flows represent solely payments of principal and interest.

  • B. On a regular way purchase or sale basis, financial assets at amortised cost are recognised and derecognised using trade date accounting.

  • C. At initial recognition, the Group measures the financial assets at fair value plus transaction costs. Interest income from these financial assets is included in finance income using the effective interest method. A gain or loss is recognised in profit or loss when the asset is derecognised or impaired.

  • D. The Group’s structured deposits which do not fall under cash equivalents are those with a short maturity period and are measured at initial investment amount as the effect of discounting is immaterial.

  • (10) Accounts and notes receivable

  • A. Accounts and notes receivable entitle the Group a legal right to receive consideration in exchange for transferred goods or rendered services.

  • B. The short-term accounts and notes receivable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.

  • (11) Impairment of financial assets

  • For financial assets at amortised cost, at each reporting date, the Group recognises the impairment provision for 12 months expected credit losses if there has not been a significant increase in credit risk since initial recognition or recognises the impairment provision for the lifetime expected credit losses (ECLs) if such credit risk has increased since initial recognition after taking into consideration all reasonable and verifiable information that includes forecasts. On the other hand, for accounts receivable or contract assets that do not contain a significant financing component, the Group recognises the impairment provision for lifetime ECLs.

(12) Derecognition of financial assets

The Group derecognises a financial asset when the contractual rights to cash flows from the financial asset expire.

(13) Inventories

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 realisable value. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated cost of completion and applicable variable selling expenses. When the cost of inventories exceeds the realisable value, the amount of any write-down of inventories is recognised as cost of

~22~

sales during the period and the amount of any reversal of inventory write-down is recognised as a reduction in the cost sales during the period.

(14) Property, plant and equipment

  • A. Property, plant and equipment are initially recorded at cost. Borrowing costs incurred during the construction period are capitalised.

  • B. Subsequent costs are included in the asset’s carrying amount or recognised 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 derecognised. 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 financial year-end 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:

equipment 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

5
years
2

9
years
2

19
years

(15) Intangible assets

Professional skills and computer software, etc. are stated at cost and amortised on a straight-line basis over their estimated useful lives of 3 ~ 5 years.

(16) Leasing arrangements (lessee) right-of-use assets/ lease liabilities (Effective 2019)

  • A. Leases are recognised as a right-of-use asset and a corresponding lease liability at the date at which the leased asset is available for use by the Group. For short-term leases or leases of lowvalue assets, lease payments are recognised as an expense on a straight-line basis over the lease term.

  • B. Lease liabilities include the net present value of the remaining lease payments at the commencement date, discounted using the incremental borrowing interest rate. Lease payments are fixed payments less any lease incentives receivable. The Group subsequently measures the lease liabilities at amortised cost using the interest method and recognises interest expense over

~23~

the lease term. The lease liability is remeasured and the amount of remeasurement is recognised as an adjustment to the right-of-use asset when there are changes in the lease term or lease payments and such changes do not arise from contract modifications.

  • C. At the commencement date, the right-of-use asset is stated at cost under the amount of the initial measurement of lease liability. The right-of-use asset is measured subsequently using the cost model and is depreciated from the commencement date to the earlier of the end of the asset’s useful life or the end of the lease term. When the lease liability is remeasured, the amount of remeasurement is recognised as an adjustment to the right-of-use asset.

  • (17) Operating leases (lessee) (Prior to 2019)

  • Payments made under an operating lease (net of any incentives received from the lessor) are recognised in profit or loss on a straight-line basis over the lease term.

  • (18) 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 recognised 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 recognising 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 recognised in profit or loss. The increased carrying amount due to reversal should not be more than what the depreciated or amortised historical cost would have been if the impairment had not been recognised.

(19) Borrowings

  • Borrowings comprise long-term and short-term bank borrowings. Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest method.

  • (20) Notes and accounts payable

  • A. Accounts payable are liabilities for purchases of raw materials, goods or services and notes payable are those resulting from operating and non-operating activities.

  • B. The short-term notes and accounts payable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.

(21) Derecognition of financial liabilities

  • A financial liability is derecognised when the obligation under the liability specified in the contract is discharged, cancelled or expires.

(22) 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 recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously.

~24~

(23) 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 recognised as expenses in that period when the employees render service.

  • B. Pensions

(a) Defined contribution plans

For defined contribution plans, the contributions are recognised as pension expenses when they are due on an accrual basis. Prepaid contributions are recognised 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 recognised in other comprehensive income in the period in which they arise, and recorded as retained earnings.
  • 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.
  • (24) 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 recognised 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 recognised is based on the number of equity

~25~

instruments that eventually vest.

(25) Income tax

  • A. The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or items recognised directly in equity, in which cases the tax is recognised 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 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 recognised, 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 financial 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 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 realised or the deferred income tax liability is settled.

  • D. Deferred income tax assets are recognised 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, unrecognised and recognised 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 recognised amounts and there is an intention to settle on a net basis or realise 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 realise the asset and settle the liability simultaneously.

(26) 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~

(27) 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.

(28) Revenue recognition

  • A. Sales of goods

  • (a) The Group manufactures and sells API, intermediates, etc. Sales are recognised when control of the products has transferred, and there is no unfulfilled obligation that could affect the customer’s acceptance of the products. Delivery occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred to the customer, and either the customer has accepted the products in accordance with the sales contract, or the Group has objective evidence that all criteria for acceptance have been satisfied.

  • (b) Revenue is recognised based on the price specified in the contract, net of the sales returns and discounts. Accumulated experience is used to estimate and provide for the sales returns and discounts, using the expected value method, and revenue is only recognised to the extent that it is highly probable that a significant reversal will not occur. The estimation is subject to an assessment at each reporting date. As the time interval between the transfer of committed goods or service and the payment of customer does not exceed one year, the Group does not adjust the transaction price to reflect the time value of money.

  • (c) A receivable is recognised when the goods are delivered as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due.

  • B. Sales of services

  • (a) The Group provides technology development and consultation services. Revenue from providing services is recognised in the accounting period in which the services are rendered. For fixed-price contracts, revenue is recognised based on the service rendered up to the end of the reporting period as a proportion of the total services to be provided. The customer pays at the time specified in the payment schedule. If the services rendered exceed the payment, a contract asset is recognised. If the payments exceed the services rendered, a contract liability is recognised.

  • (b) The Group’s estimate about revenue, costs and progress towards complete satisfaction of a performance obligation is subject to a revision whenever there is a change in circumstances. Any increase or decrease in revenue or costs due to an estimate revision is reflected in profit or loss during the period when the management becomes aware of the changes in circumstances.

~27~

C. Incremental costs of obtaining a contract

Given that the contractual period lasts less than one year, the Group recognises the incremental costs (mainly comprised of sales commissions) of obtaining a contract as an expense when incurred although the Group expects to recover those costs.

(29) 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. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND KEY SOURCES OF ASSUMPTION UNCERTAINTY

The preparation of these consolidated financial statements requires management to make critical judgements 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

  • None.

(2) Critical accounting estimates and assumptions

  • A. Evaluation of inventories

  • (a) As inventories are stated at the lower of cost and net realisable value, the Group must determine the net realisable value of inventories on balance sheet date using judgements and estimates. As the manufacturing process is relatively complicated and time consuming, materials require longer lead time, the waiting period for product registration is long, and the timing of product launch may be deferred, 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 realisable value. Since the calculation of net realisable value involves subjective judgement and the ending balance of inventory is material to the financial statements, there might be material changes to the evaluation.

  • (b) As of December 31, 2019, the carrying amount of inventories was $1,124,332.

  • B. Realisability of deferred income tax assets

  • (a) Deferred income tax assets are recognised 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

~28~

tax assets.

  • (b) As of December 31, 2019, the Group recognised deferred income tax assets amounting to $606,123.

6. DETAILS OF SIGNIFICANT ACCOUNTS

(1) CASH AND CASH EQUIVALENTS

$606,123.
TAILS OF SIGNIFICANT ACCOUNTS
CASH AND CASH EQUIVALENTS
Cash:
Cash on hand
Checking accounts and demand deposits
Cash equivalents:
Time deposits
Bill under repurchase agreements
December31,2019
159
$ 414,571
414,730
2,620,500
269,748
2,890,248
3,304,978
$
December31,2018
138
$ 289,723
289,861
3,633,833
279,644
3,913,477
4,203,338
$
  • A. The Group transacts 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, 2019 and 2018 are provided in Note 8.

(2) FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS

Items
Current items:
Financial assets mandatorily measured at fair value
through profit or loss
Derivatives
Non-current items:
Financial assets mandatorily measured at fair value
through profit or loss
Unlisted stocks
Valuation adjustment
December31,2019 December31,2018
2,920
$ 4,620
$ 4,620)
(
-
$
409
$ 4,620
$ 4,620)
(
-
$
  • A. The Group recognised net loss of $2,552 and $18,000 on financial assets at fair value through profit or loss (listed as Other gains and losses”) for the years ended December 31, 2019 and 2018, respectively.

  • B. The Group entered into contracts relating to derivative financial liabilities which were not accounted for under hedge accounting. The information is listed below (Units in thousands of currencies indicated):

~29~

Items
Forward foreign exchange contracts
Items
Forward foreign exchange contracts
December31,2019
Contract amount
Contractperiod
USD 13,553
10.2019~3.2020
Contract amount
Contract period
USD 8,870
11.2018~2.2019
December31,2018

The Group entered into forward foreign exchange contracts to hedge exchange rate risk of operating activities. However, these forward foreign exchange contracts are not accounted for under hedge accounting.

  • C. The Group has no financial assets at fair value through profit or loss pledged to others as of December 31, 2019 and 2018.

(3) FINANCIAL ASSETS AT AMORTISED COST - CURRENT

Items
Structured deposits
December31,2019
172,220
$
December31,2018
178,615
$
  • A. The Group entered into structured deposits, which are guaranteed yield financial products, with financial institutions.

  • B. The Group recognised interest income of $7,317 and $10,166 from financial assets at amortised cost for the years ended December 31, 2019 and 2018, respectively.

  • C. The Group has no financial assets at amortised cost pledged to others as of December 31, 2019 and 2018.

D. Information relating to credit risk of financial assets at amortised cost is provided in Note 12(2).

(4) ACCOUNTS RECEIVABLE, NET

ACCOUNTS RECEIVABLE, NET
December 31,2019 December 31,2018
Accounts receivable $ 590,594
$ 558,995
Less: Loss allowance ( 258)
( 45)
$ 590,336 $ 558,950
A. The ageing analysis of accounts receivable is as follows:
December 31,2019 December 31, 2018
Not past due $ 456,776
$ 520,461
Less than 30 days 82,787 34,841
Between 31 to 90 days 51,031 3,693
$ 590,594 $ 558,995
  • A. The ageing analysis of accounts receivable is as follows:

The above ageing analysis is based on past due date.

  • B. As of December 31, 2019 and 2018, accounts receivable arose from contracts with customers. As

  • of January 1, 2018, the balance of receivables from contracts with customers amounted to $567,448.

  • C. As of December 31, 2019 and 2018, the Group does not hold any collateral as security.

~30~

D. As at December 31, 2019 and 2018, without taking into account any collateral held or other credit enhancements, the maximum exposure to credit risk in respect of the amount that best represents the Group’s accounts receivable is the book value.

  • E. Information relating to credit risk of accounts receivable is provided in Note 12(2).

  • (5) INVENTORIES

NVENTORIES
Raw materials
Supplies
Work in process
Finished goods
Raw materials
Supplies
Work in process
Finished goods
Allowance for
Cost
marketprice decline
330,368
$ 62,829)
($ 29,009
3,347)
(
355,393
77,847)
(
880,680
327,095)
(
1,595,450
$ 471,118)
($ December 31, 2019
December 31, 2018
Book value
267,539
$ 25,662
277,546
553,585
1,124,332
$
Allowance for
Cost
marketprice decline
291,883
$ 73,595)
($ 40,159
3,790)
(
689,639

160,350)
(
867,614
287,763)
(
1,889,295
$ 525,498)
($
Book value
218,288
$ 36,369
529,289
579,851
1,363,797
$

The Group recognised expense and loss of inventories for the year:

Forthe years endedDecember31, Forthe years endedDecember31, Forthe years endedDecember31,
2019 2018
Cost of goods sold $ 1,337,537
$ 1,682,408
Loss on physical inventory 3,170 4,018
Loss on inventory scrap 25,263 4,952
Under applied manufacturing overhead 319,876 246,150
Reversal of allowance for inventory market
price decline (Note) ( 51,413)
( 28,851)
Revenue from sale of scraps ( 8,472)
-
Total cost of goods sold $ 1,625,961 $ 1,908,677

Note: The Group reversed from a previous inventory write-down which was accounted for as reduction of cost of goods sold because certain inventory which were previously provided with allowance were again utilised in production.

~31~

(6) FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME - NON-CURRENT

Items
Equity instruments
Listed stocks
Unlisted stocks
Valuation adjustment
December31,2019
December31,2018
217,246
$ 219,576
$ 167,673
167,673
384,919
387,249

30,291

80,868
415,210
$ 468,117
$
  • A. The Group has elected to classify investments that are considered to be strategic investments as financial assets at fair value through other comprehensive income. The fair value of such investments is the book value as at December 31, 2019 and 2018.

  • B. As the change in investment strategies and the underlying share price of investment target is higher than the underwriting price of the over-allotment, the over-allotment shares was fully refunded. The Group sold $4,189 and $3,733 of equity instruments at fair value and resulted in cumulative gain (loss) on disposal of $1,859 and ($115) which was reclassified to retained earnings during the years ended December 31, 2019 and 2018, respectively.

  • C. Amounts recognised in other comprehensive income in relation to the financial assets at fair value through other comprehensive income are listed below:

Equity instruments at fair value through other For theyears ended For theyears ended December31,
comprehensive income 2019 2018
Fair value change recognised in other
comprehensive income ($ 48,718) ($ 67,722)
Cumulative (gains) losses reclassified to
retained earnings due to derecognition ($ 1,859)
$ 115
  • D. The Group has no financial assets at fair value through other comprehensive income pledged to others as of December 31, 2019 and 2018.

~32~

(7) PROPERTY, PLANT AND EQUIPMENT

Machinery and
Transportation
Office
Other
January 1, 2019
Buildings
equipment
equipment
equipment
equipment
Cost
3,521,175
$ 5,147,057
$ 26,668
$ 219,135
$ 152,211
$ Accumulated depreciation
1,103,014)
(
3,922,795)
(
24,393)
(
186,675)
(
118,076)
(
Accumulated impairment
-
8,577)
(
-
34)
(
15)
(
2,418,161
$ 1,215,685
$ 2,275
$ 32,426
$ 34,120
$ At January 1
2,418,161
$ 1,215,685
$ 2,275
$ 32,426
$ 34,120
$ Additions
1,421
3,029
-
907
-
Reclassified from prepayments
for equipment
-
-
-
-
-
Reclassified upon completion
9,629
104,201
-
23,795
872
Transferred to intangible assets
-
-
-
-
-
Transferred to loss (Note)
-
-
-
-
-
Depreciation charge
146,639)
(
211,033)
(
1,065)
(
14,297)
(
6,503)
(
DisposalsCost
161)
(
44,398)
(
918)
(
12,641)
(
53)
(
' Accumulated depreciation
48
44,398
826
12,606
48
' Accumulated impairment
-
-
-
18
-
Impairment loss
-
707)
(
-
-
-
Net currency exchange differences
30,097)
(
14,508)
(
25)
(
324)
(
944)
(
At December 31
2,252,362
$ 1,096,667
$ 1,093
$ 42,490
$ 27,540
$ December 31, 2019
Cost
3,495,743
$ 5,186,449
$ 25,505
$ 229,037
$ 147,692
$ Accumulated depreciation
1,243,381)
(
4,080,498)
(
24,412)
(
186,532)
(
120,138)
(
Accumulated impairment
-
9,284)
(
-
15)
(
14)
(
2,252,362
$ 1,096,667
$ 1,093
$ 42,490
$ 27,540
$ For the year ended December 31, 2019

~33~

Construction
in progress and
equipment before
Machinery and Transportation Office Other acceptance
January 1, 2018 Buildings equipment equipment equipment equipment inspection Total
Cost $ 3,535,840
$ 5,084,982
$ 27,185
$ 214,262
$ 154,389
$ 1,059,356
$ 10,076,014
Accumulated depreciation ( 958,306)
( 3,710,632)
( 23,896)
( 171,582)
( 111,986)
- ( 4,976,402)
Accumulated impairment - ( 10,899) - - - - ( 10,899)
$ 2,577,534 $ 1,363,451 $ 3,289 $ 42,680 $ 42,403 $ 1,059,356 $ 5,088,713
For the year ended December 31, 2018
At January 1 $ 2,577,534
$ 1,363,451
$ 3,289
$ 42,680
$ 42,403
$ 1,059,356
$ 5,088,713
Additions - 6,287 - - - 32,094
38,381
Reclassified from prepayments
for equipment - - - - - 72,851
72,851
Reclassified upon completion 9,858 73,691 732 6,995 2,496 ( 93,772)
-
Transferred to loss (Note) -
- - - - ( 14,349)
( 14,349)
Depreciation charge ( 147,766)
( 219,079)
( 1,727)
( 16,956)
( 9,851)
-
( 395,379)
DisposalsCost -
( 2,551)
( 1,059)
( 721)
( 1,083)
- ( 5,414)
' Accumulated depreciation -
2,551 1,059 676 974 -
5,260
Reversal of impairment loss - 2,322
- ( 34)
( 15)
- 2,273
Net currency exchange differences ( 21,465) ( 10,987) ( 19) ( 214) ( 804)
( 1) ( 33,490)
At December 31 $ 2,418,161 $ 1,215,685 $ 2,275 $ 32,426 $ 34,120
$ 1,056,179 $ 4,758,846
December 31, 2018
Cost $ 3,521,175
$ 5,147,057
$ 26,668
$ 219,135
$ 152,211
$ 1,056,179
$ 10,122,425
Accumulated depreciation ( 1,103,014)
( 3,922,795)
( 24,393)
( 186,675)
( 118,076)
- ( 5,354,953)
Accumulated impairment - ( 8,577) - ( 34) ( 15) - ( 8,626)
$ 2,418,161 $ 1,215,685 $ 2,275
$ 32,426 $ 34,120 $ 1,056,179 $ 4,758,846

~34~

  • Note The Group did not accept the customized equipment ordered from the vendor as its format and efficiency did not meet expectations. In April 2019, both parties reached a consensus. The vendor refunded and terminated the purchase of equipment and the Group transfered the balance of the related construction in progress and equipment before acceptance inspection to loss.

  • A. The Group has not capitalised borrowing costs as part of property, plant and equipment for the years ended December 31, 2019 and 2018.

  • B. The Group’s property, plant and equipment were owner-occupied for the years ended December 31, 2019 and 2018.

  • C. Information about impairment loss and reversal of impairment on property, plant and equipment is provided in Note 6(10).

  • D. As of December 31, 2019 and 2018, the Group has not pledged any property, plant and equipment as collateral.

  • (8) Leasing arrangements lessee (Effective 2019)

  • A. The Group leases land. Rental contracts are typically made for periods of 50 years (including the option to extend the leases). Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose covenants, but leased assets may not be used as security for borrowing purposes.

  • B. Short-term leases with a lease term of 12 months or less pertain to office premises and low-value assets pertain to computers.

  • C. The carrying amount of right-of-use assets and the depreciation charge are as follows:

Land December31,2019 For the year ended
December31,2019
Carryingamount Depreciation charge
673,087
$
16,972
$
  • D. The information on income and expense accounts relating to lease contracts is as follows:
Items affecting profit or loss
Interest expense on lease liabilities
Expense on short-term lease contracts
Expense on leases of low-value assets
For the year ended
December31,2019
$ 8,510
4,120
877
  • F. For the year ended December 31, 2019, the Group’s total cash outflow for leases was $24,842.

  • (9) LONG-TERM PREPAID RENT (Prior to 2019)

Land use right December31,2018
75,318
$

~35~

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 recognised rental expense of $1,858 for the year ended December 31, 2018 (listed as “General and administrative expenses”).

(10) IMPAIRMENT OF NON-FINANCIAL ASSETS

  • A. The Group recognised impairment loss for the years ended December 31, 2019 and 2018 in the - -

  • amount of $707 and $ , respectively, and reversed the impairment loss amounting to $ and $2,273 for the years ended December 31, 2019 and 2018, respectively (listed as “Other gains and losses”) as some of the idle machineries were again utilised in production. For details of accumulated impairment, please refer to Note 6(7).

  • B. The gain on reversal of (impairment loss) reported by operating segments is as follows:

Forthe years endedDecember31, Forthe years endedDecember31, Forthe years endedDecember31, Forthe years endedDecember31, Forthe years endedDecember31,
2019 2018
Recognised in other Recognised in other
Recognised in comprehensive Recognised in comprehensive
Segments
profit or loss
income profit or loss income
ScinoPharm Taiwan ($ 707)
$ -
2,322
$
$ -
SciAnda (Changshu) - - ( 49)
-
($ 707) $ - 2,273
$
$ -

(11) SHORT-TERM BORROWINGS

==> picture [457 x 15] intentionally omitted <==

----- Start of picture text -----

Type of borrowings December 31, 2019 Interest rate range Collateral
----- End of picture text -----

Bank loans
Unsecured loans
Type ofborrowings
Bank loans
Unsecured loans
89,766
$ December31,2018
233,290
$
4.35%
None
Interestraterange
Collateral
3.17%4.35%
None

Please refer to Note 6(23) for interest expense recognised in profit or loss for the years ended December 31, 2019 and 2018.

(12) OTHER PAYABLES

December 31, 2019 and 2018.
OTHER PAYABLES
Accrued salaries and bonuses
Accrued employees' compensation and
directors' remuneration
Payables on equipment
Others
December31,2019
75,963
$ 28,493
48,148
180,772
333,376
$
December31,2018
79,971
$ 54,605
41,417
171,326
347,319
$

~36~

(13) LONG-TERM BORROWINGS

Type of borrowings Borrowing period December 31, 2019 Interest rate Collateral Long-term bank loans Secured bank loans CNY 33,500 $ 144,234 4.25% Guaranteed by thousand the Company 9.30.2019 10.29.2020 Less: Current portion ( 144,234) - $ Type of borrowings Borrowing period December 31, 2018 Interest rate Collateral Long-term bank loans S ecured bank loans CNY 263,921 $ 1,178,503 4.60%~4.85% Guaranteed by thousand the Company 6.14.2016 12.7.2019 Less: Current portion ( 1,178,503) - $

Please refer to Note 6(23) for interest expense recognised in profit or loss for the years ended December 31, 2019 and 2018.

(14) PENSIONS

  • 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

~37~

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.

(a) The amounts recognised in the balance sheet are as follows:

December December 31, 2019 December December 31,2018
Present value of defined benefit obligations $ 127,729
$ 121,105
Fair value of plan assets ( 45,547)
( 44,242)
Net defined benefit liability $ 82,182
$ 76,863
  • (b) Movements in net defined benefit liabilities are as follows:
Present value of Present value of
For the year ended defined benefit Fair value of Net defined
December 31, 2019 obligations planassets benefitliability
At January 1 $ 121,105
($ 44,242)
$ 76,863
Current service cost 1,579 - 1,579
Interest expense (income) 1,211 ( 442)
769
123,895 ( 44,684)
79,211
Remeasurements:
Return on plan assets - ( 1,976)
( 1,976)
Change in financial
assumptions 3,927 - 3,927
Experience adjustments 3,985
- 3,985
7,912 ( 1,976)
5,936
Pension fund contribution - ( 2,965)
( 2,965)
Paid pension ( 4,078)
4,078
-
At December 31 $ 127,729 ($ 45,547) $ 82,182

~38~

Present value of Present value of
For the year ended defined benefit Fair value of Net defined
December31,2018 obligations planassets benefitliability
At January 1 $ 119,272
($ 49,960)
$ 69,312
Current service cost 1,425
-
1,425
Interest expense (income) 1,431
( 600)
831
122,128
( 50,560)
71,568
Remeasurements:
Return on plan assets -
( 1,417)
( 1,417)
Change in financial
assumptions 2,606 - 2,606
Experience adjustments 7,139 - 7,139
9,745 ( 1,417)
8,328
Pension fund contribution -
( 3,033)
( 3,033)
Paid pension ( 10,768)
10,768 -
At December 31 $ 121,105 ($ 44,242) $ 76,863

(c) 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 authorised 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, 2019 and 2018 is given in the Annual Labor Retirement Fund Utilisation Report announced by the government.

(d) The principal actuarial assumptions used were as follows:

Discount rate
Future salary increases
Forthe years endedDecember31, Forthe years endedDecember31,
2019
0.70%
3.00%
2018
1.00%
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, 2019 and 2018.

~39~

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, 2019
Effect on present
value of defined
benefit obligation
3,284)
($ 3,403
$ December 31, 2018
Effect on present
value of defined
benefit obligation
3,246)
($ 3,367
$ Discountrate
Increase 0.25%
Decrease 0.25%
3,000
$ 2,916)
($ 2,991
$ 2,905)
($ Future salaryincreases

The sensitivity analysis above was 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 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 for 2020 amount to $2,890.

  • (g) As of December 31, 2019, the weighted average duration of that retirement plan is 11 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
3,902
$ 22,017
119,194
145,113
$
  • 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 (SciAnda (Kunshan) Biochemical Technology, Ltd., SciAnda (Changshu) Pharmaceuticals, Ltd., and SciAnda 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

~40~

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, 2019 and 2018, the pension costs recognised under the aforementioned defined contribution pension plans were $30,712 and $30,958, respectively.

(15) SHARE CAPITAL

  • A. Movements in the number of the Company’s ordinary shares outstanding are as follows (in thousands of shares):

For the years ended December 31, 2019 2018 At January 1 and December 31 790,739 790,739

  • B. As of December 31, 2019, the Company’s authorised capital was $10,000,000 and the paid-in capital was $7,907,392 (790,739 thousand shares) with a par value of $10 (in dollars) per share. All proceeds from shares issued have been collected.

(16) 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 capitalised 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:

At January 1
Employee stock options
compensation cost
- Company
Employee stock options forfeited
- Company
- Subsidiaries
At December 31
Forthe yearendedDecember31,2019 Forthe yearendedDecember31,2019
Share premium
Stockoptions
1,237,787
$ 54,768
$ -
2,050
7,686
7,686)
(
209
209)
(
1,245,682
$ 48,923
$
Total
1,292,555
$ 2,050
-
-
1,294,605
$

~41~

Forthe yearendedDecember Forthe yearendedDecember Forthe yearendedDecember 31, 2018
Share premium Stockoptions Total
At January 1 $ 1,235,148
$ 51,724
$ 1,286,872
Employee stock options
compensation cost
- Company -
5,683 5,683
Employee stock options forfeited
- Company 2,249 ( 2,249)
-
- Subsidiaries 390
( 390)
-
At December 31 $ 1,237,787 $ 54,768
$ 1,292,555

(17) 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, 2019, 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 $74.50 (in dollars) per share, $37.20 (in dollars) per share and $37.70 (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 recognised compensation costs relating to the employee stock options plan of $2,050 and $5,683 for the years ended December 31, 2019 and 2018, respectively.

  • B. Details of the share-based payment arrangements are as follows:

Options outstanding at beginning of the year
Options forfeited
Options outstanding at end of the year
Options exercisable at end of the year
Forthe yearendedDecember31,2019 Forthe yearendedDecember31,2019
Number of options
(inthousand units)
2,725

520)
(

2,205

1,967
Weighted-average
exercise price
(indollars)
$ 46.08
46.89
45.05
45.93

~42~

For the year ended December 31, 2018

Forthe yearendedDe cember31,2018 cember31,2018
Weighted-average
Number of options exercise price
(in thousand units) (in dollars)
Options outstanding at beginning of the year 3,075 $ 46.53
Options forfeited 350)
(
44.56
Options outstanding at end of the year 2,725
46.08
Options exercisable at end of the year 1,908
54.00
  • C. The expiry date and exercise prices of the employee stock options outstanding at balance sheet date are as follows:
December 31, 2019 December 31, 2019 December 31, 2018 December 31, 2018
No. of stocks Exercise price No. of stocks Exercise price
Grant date Expiry date (unit in thousands) (indollars) (unit in thousands) (in dollars)
12.3.2013 12.2.2023 451 $ 74.50
572 75.90
$
11.6.2015 11.5.2025 802 37.20 1,037 37.90
10.14.2016 10.13.2026 952 37.70 1,116
38.40
  • 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:
combinationofHull & White and the Rit
information is as follows:
chken tri nomial option v aluation model. Relat
Stock
Exercise
Type of
price
price
arrangement
Grant date
(in dollars)
(in dollars)
Employee
12.3.2013
91.70
$ 91.70
$ stock options
Employee
11.6.2015
41.65
41.65
stock options
Employee
10.14.2016
40.55
40.55
stock options
Price
volatility
Option
life
Expected
dividends
Fair
value
Interest
per unit
rate
(in dollars)
1.7145%
26.045
$ 1.2936%
13.799
0.9223%
13.171
28.50%
(Note)
37.63%
(Note)
37.20%
(Note)
10 years
10 years
10 years
1.5%
1.5%
1.5%
  • 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.

(18) 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 exceeds 25% of the Company’s paid-in capital.

~43~

  • 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 recognised cash dividends distributed to owners amounting to $387,462 ($0.49 (in dollars) per share) and $379,555 ($0.48 (in dollars) per share) for the years ended December 31, 2019 and 2018, respectively. On March 20, 2020, the Board of Directors proposed for the distribution of cash dividends of $213,500 ($0.27 (in dollars) per share) from 2019 earnings.

(19) OTHER EQUITY ITEMS

For the year ended December 31, 2019

Unrealised gain (loss) Unrealised gain (loss)
Currency translation onvaluation Total
At January 1 ($ 41,252)
$ 80,868
$ 39,616
Revaluation - ( 48,718)
( 48,718)
Revaluation transferred to retained
earnings - ( 1,859)
( 1,859)
Currency translation differences
- Group ( 56,865)
- ( 56,865)
At December 31 ($ 98,117) $ 30,291 ($ 67,826)

~44~

Forthe yearendedDecember31,2018 Forthe yearendedDecember31,2018 Forthe yearendedDecember31,2018 Forthe yearendedDecember31,2018 Forthe yearendedDecember31,2018
Unrealised gain (loss)
Currency translation onvaluation Total
At January 1 ($ 19,765)
$ -
($ 19,765)
Effect on retrospective application
and restatement -
148,475 148,475
Balance after restatement
on January 1 ( 19,765)
148,475
128,710
Revaluation - ( 67,722)
( 67,722)
Revaluation transferred to retained
earnings - 115
115
Currency translation differences
- Group ( 21,487)
- ( 21,487)
At December 31 ($ 41,252)
$ 80,868 $ 39,616

(20) OPERATING REVENUE

  • A. Disaggregation of revenue from contracts with customers

The Group derives revenue from the transfer of goods and services over time and at a point in time in the following major product lines:

time in the following major product lines: product lines: product lines:
For the year ended
December31,2019
Timing of revenue
recognition:
At a point in time
Over time
For the year ended
December31,2018
Injection
Technical
Other
API
Product
Servical
Operating
Revenue
Revenue
Revenue
Revenue
2,593,217
$ 138,202
$ -
$ -
$ -
-
116,760
44,604
2,593,217
$ 138,202
$ 116,760
$ 44,604
$ Technical
Other
API
Servical
Operating
Revenue
Revenue
Revenue
3,332,373
$ -
$ -
$ $ -
152,220
39,670
3,332,373
$ 152,220
$ 39,670
$ $
Total
2,731,419
$ 161,364
2,892,783
$ Total
Timing of revenue
recognition:
At a point in time
Over time
$ 3,332,373

191,890
3,524,263
$

B. The Group has recognised contract liabilities related to the contract revenue from advance customer payment of $55,985, $30,617 and $28,896 on December 31, 2019, December 31, 2018 and January 1, 2018, respectively.

~45~

  • C. The revenue recognised that was included in the contract liability balance at the beginning of the period amounted to $29,695 and $9,657 for the years ended December 31, 2019 and 2018, respectively.

(21) OTHER INCOME

Interest income Compensation revenue Government subsidy revenue Others

Forthe years ended December31, December31,
2019 2018
$ 37,976
$ 33,234
37,999 9,051
8,963
-
6,912 6,312
$ 91,850
$ 48,597

(22) OTHER GAINS AND LOSSES

Net loss on financial assets/liabilities

at fair value through profit or loss Loss on disposal of property, plant and equipment Gain on reversal of (impairment loss) Net currency exchange gain Miscellaneous

Forthe years ended December31,
2019
2018
2,552)
($ 18,000
($ 39)
(
75
(
707)
(
2,273
5,700
8,029
40,363)
(
28,526
(
37,961)
($ 36,299
($
2018

(23) FINANCE COSTS

FINANCE COSTS
EXPENSES BY NATURE
Interest expense:
Bank loans
Interest on lease liabilities
Employee benefit expenses
Depreciation of property, plant and
equipment
Depreciation of right-of-use assets
Amortisation
For theyears ended December31,
2018
80,169
$ -
80,169
$
Operatingcosts
420,528
$ 271,897
-
4,307
696,732
$
Operatingexpenses
327,503
$ 107,640
16,972
7,899
460,014
$

(24) EXPENSES BY NATURE

~46~

Employee benefit expenses
Depreciation of property, plant and
equipment
Amortisation
Operating costs
Operating expenses
Total
414,290
$ 348,215
$ 762,505
$ 278,559

116,820
395,379
3,932
6,510
10,442
696,781
$ 471,545
$ 1,168,326
$ Forthe yearendedDecember31,2018
Operating costs
Operating expenses
Total
414,290
$ 348,215
$ 762,505
$ 278,559

116,820
395,379
3,932
6,510
10,442
696,781
$ 471,545
$ 1,168,326
$ Forthe yearendedDecember31,2018
1,168,326
$

(25) EMPLOYEE BENEFIT EXPENSES

EMPLOYEE BENEFIT EXPENSES
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
Operating costs
Operating expenses
Total
352,944
$ 275,393
$ 628,337
$ 31,246
19,813
51,059
20,407
12,653
33,060
15,931
19,644

35,575
420,528
$ 327,503
$
748,031
$ Forthe yearendedDecember31,2019
Operating costs
Operating expenses
Total
349,562
$ 295,511
$ 645,073
$ 29,327
20,796
50,123
19,979
13,235
33,214
15,422

18,673
34,095
414,290
$ 348,215
$ 762,505
$ Forthe yearendedDecember31,2018
645,073
$ 50,123
33,214
34,095
762,505
$
  • A. According to the Articles of Incorporation of the Company, a ratio of distributable profit of the current year, 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, 2019 and 2018, the employees’ compensation was accrued at $24,651 and $46,765, respectively, while the directors’ remuneration was accrued at $3,842 and $7,840, respectively. The aforementioned amounts were recognised in salary expenses. The expenses recognised 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 20, 2020, the Board of Directors resolved to distribute employees’ compensation and directors’ remuneration of $24,651 and $2,942, respectively, and the employees’ compensation will be distributed in the form of cash.

The actual amounts approved at the Board of Directors’ meeting for employees’ compensation and directors’ remuneration for 2018 were the same as the estimated amounts recognised in the 2018 financial statements. Information about the appropriation of employees’ compensation and directors’ remuneration by the Company as resolved by the Board of Directors will be posted in

~47~

the “Market Observation Post System” at the website of the Taiwan Stock Exchange.

(26) INCOME TAX

A. Income tax expense

  • (a) Components of income tax expense:
ME TAX
me tax expense
Components of income tax expense:
Forthe years ended December31,
2019 2018
Current income tax:
Income tax in current year $ 58,521
$ 135,808
Tax on unappropriated retained
earnings 227 84
Over provision of prior year's
income tax 980 ( 640)
Total current tax 59,728 135,252
Deferred income tax:
Origination and reversal of temporary
differences ( 11,330)
( 25,072)
Impact of change in tax rate - ( 62,617)
Total deferred tax ( 11,330)
( 87,689)
Income tax expense $ 48,398
$ 47,563
  • (b) The income tax relating to components of other comprehensive income is as follows:
For theyears ended December31, For theyears ended December31,
2019 2018
Remeasurement of defined benefit
obligations plan ($ 1,187)
($ 1,667)
Impact of change in tax rate - ( 96)
($ 1,187) ($ 1,763)

B. Reconciliation between income tax expense and accounting profit:

Forthe years ended Forthe years ended December31,
2019 2018
Income tax at statutory tax rate $ 50,178
$ 89,887
Effect of items disallowed by tax
regulation 20,395 49,474
Impact of change in tax rate - ( 62,617)
Effect of net operating loss carryforward ( 21,604)
( 25,413)
Effect of investment tax credits ( 1,778)
( 3,212)
Tax on unappropriated retained earnings 227 84
Under (over) provision of prior year's
income tax 980 ( 640)
Income tax expense $ 48,398 $ 47,563

~48~

  • C. Amounts of deferred tax assets or liabilities as a result of temporary differences and loss carryforward are as follows:
carryforward are as follows:
January1
Recognised in
profit or loss
Deferred tax assets:
Temporary differences
Unrealised loss on inventory
market value decline
78,206
$ 518)
($ Unrealised loss on
components and spare parts
market value decline
-
16,203

Investment loss
354,208
23,545
Technology know-how
12,326
4,350)
(
Pensions
15,373
124)
(
Employee benefits - unused
compensated absences
4,812
153)
(
Impairment of assets
1,716
141
Unrealised exchange loss
811
613
Unrealised loss
2,870
2,683)
(
Rent expenses
-
763
Loss carryforward
122,781
21,604)
(
593,103
$ 11,833
$ Deferred tax liabilities:
Temporary differences
Unrealised gain on financial
instruments
81)
($ 503)
($ 593,022
$ 11,330
$ Forthe yearended
Recognised
in other
comprehensive
income
December31
-
$ 77,688
$ -
16,203
-
377,753
-
7,976
1,187
16,436
-
4,659
-
1,857
-
1,424
-
187
-

763
-
101,177
1,187
$ 606,123
$ -
$ 584)
($ 1,187
$ 605,539
$ December31,2019

~49~

For the year ended December 31, 2018

Deferred tax assets:
Temporary differences
Unrealised loss on inventory
market value decline
Investment loss
Technology know-how
Pensions
Employee benefits - unused
compensated absences
Impairment of assets
Unrealised exchange loss
Unrealised equipment loss
Loss carryforward
Deferred tax liabilities:
Temporary differences
Unrealised gain on financial
instruments
January1
Recognised in
profit or loss
73,417
$ 4,789
$ 249,018
105,190
14,174
1,848)
(
11,783
1,827
3,996
816
1,853
137)
(
1,135
324)
(
-
2,870
148,194
25,413)
(
503,570
$ 87,770
$ -
$ 81)
($ 503,570
$ 87,689
$
Recognised
in other
comprehensive
income
December31
-
$ 78,206
$ -
354,208
-
12,326
1,763
15,373
-
4,812
-
1,716
-
811
-
2,870
-
122,781
1,763
$ 593,103
$ -
$ 81)
($
1,763
$
593,022
$
December31
78,206
$ 354,208
12,326
15,373
4,812
1,716
811
2,870
122,781
593,103
$
  • D. Expiration dates of unused operating loss carryforward and amounts of unrecognised deferred tax assets are as follows:
December 31, 2019 December 31, 2019
Year incurred
2015~2019
Amount filed
/assessed
1,160,244
$
Unrecognised
Unused tax credits
deferred tax assets
1,031,674
$ 626,968
$ December 31, 2018
Expiry year
2020~2024
Year incurred
2014~2018
Amount filed
/assessed
1,250,193
$
Unused tax credits
1,245,459
$
Unrecognised
deferred tax assets
754,334
$
Expiry year
2019~2023

E. The Company’s income tax returns through 2017 have been assessed and approved by the Tax Authority, and there were no disputes existing between the Company and the Authority as of March 20, 2020.

~50~

  • F. The amendments to the Income Tax Act were promulgated and became effective on February 7, 2018. Under the amendments, the corporate income tax rate will be raised from 17% to 20% retroactively effective from January 1, 2018. The Group has assessed the impact of the change in income tax rate and recognised in profit or loss or other comprehensive income based on the nature of temporary differences.

(27) EARNINGS PER SHARE (“EPS”)

nature of temporary differences.
EARNINGS PER SHARE (“EPS”)
Basic earnings per share
Profit attributable to ordinary
stockholders of the parent
Diluted earnings per share
Profit attributable to ordinary
stockholders of the parent
Assumed conversion of all
dilutive potential ordinary
shares
Employees' stock options
Employees' compensation
Profit attributable to ordinary
stockholders of the parent
plus assumed conversion of all
dilutive potential ordinary
shares
For theyear ended December31,2019
Weighted average number
of shares outstanding
Amount aftertax
(sharesinthousands)
216,656
$ 790,739
216,656
$ 790,739
-
-
-
1,336
216,656
$ 792,075
EPS
(indollars)
0.27
$
0.27
$

~51~

Basic earnings per share
Profit attributable to ordinary
stockholders of the parent
Diluted earnings per share
Profit attributable to ordinary
stockholders of the parent
Assumed conversion of all
dilutive potential ordinary
shares
Employees' stock options
Employees' compensation
Profit attributable to ordinary
stockholders of the parent
plus assumed conversion of all
dilutive potential ordinary
shares
For theyear ended December31,2018 For theyear ended December31,2018
Weighted average number
of shares outstanding
Amount aftertax
(sharesinthousands)
442,978
$ 790,739
442,978
$ 790,739
-
-
-
2,343
442,978
$ 793,082
EPS
(indollars)
0.56
$
0.56
$

For the years ended December 31, 2019 and 2018, some abovementioned stock options issued are anti-dilutive; therefore they were not included in the EPS calculation.

(28) SUPPLEMENTAL CASH FLOW INFORMATION

  • A. Investing activities with partial cash payments:
Investing activities with partial cash payments:
Forthe years endedDecember31,
2019 2018
Purchase of property, plant and equipment $ 28,082
$ 38,381
Add: Beginning balance of payable on
equipment (listed as “Other payables”) 41,417 54,326
Less: Ending balance of payable on
equipment (listed as “Other payables”) ( 48,148)
( 41,417)
Cash paid for acquisition of property, plant
and equipment $ 21,351 $ 51,290

B. Investing activities and financing activities with no cash flow effects:

(a) Prepayments for equipment reclassified to
property, plant and equipment
(b) Property, plant and equipment reclassified
to intangible assets
For theyears ended December31, For theyears ended December31,
2019
102,546
$ 6,500
$
2018
72,851
$
-
$

~52~

(29) CHANGES IN LIABILITIES FROM FINANCING ACTIVITIES

At January 1, 2019
Effect on retrospective
application and restatement
Changes in cash flow from
financing activities
Impact of changes in
foreign exchange rate
Changes in other
non-cash items
At December 31, 2019
At January 1, 2018
Changes in cash flow from
financing activities
Impact of changes in
foreign exchange rate
At December 31, 2018
Short-term
borrowings
233,290
$ -
140,356)
(
3,168)
(
-
89,766
$ Short-term
borrowings
Lease
liabilities
Lease
liabilities
Long-term
borrowings
Guarantee
deposits
received
Liabilities from
financing
activities-gross
1,708
$ 1,413,501
$ -
900,288
1,618)
(
1,184,397)
(
-
6,349)
(
3)
(
282,922)
(
87
$ 840,121
$ Guarantee
deposits
received
Liabilities from
financing
activities-gross
1,712
$ 1,693,643
$ 2)
(
247,482)
(
2)
(
32,660)
(
1,708
$ 1,413,501
$
-
$ 900,288
11,335)
(
-
282,919)
(
606,034
$ Lease
liabilities
1,178,503
$ -

1,031,088)
(
3,181)
(
-
144,234
$ Long-term
borrowings
374,713
$ 137,723)
(
3,700)
(
233,290
$
-
$ -
-
-
$
1,317,218
$ 109,757)
(
28,958)
(
1,178,503
$

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.

(2) Names of related parties and relationship

Names of related parties Relationship with the Company

Uni-President Enterprises Corp. Ultimate parent company President Securities Corp. Associate of ultimate parent company

(3) Significant transactions and balances with related parties

Other expenses

Other expenses
Management service fees:
Ultimate parent company
Associate of ultimate parent company
For theyears ended December31,
2019
6,935
$ 2,091
9,026
$
2018
5,138
$ 2,115
7,253
$

~53~

(4) Key management compensation

Key management compensation
Salaries and other short-term employee
benefits
Share-based payments
Post-employment benefits
Termination benefits
Forthe years endedDecember31,
2019
44,185
$ 542
692
1,470
46,889
$
2018
48,946
$ 2,794
581
1,746
54,067
$

8. PLEDGED ASSETS

Details of the Group’s assets pledged as collateral are as follows: Assets December 31, 2019 December 31, 2018 Purpose of collateral Time deposits (Note) $ 29,270 $ 29,270 Customs duty and performance guarantee

Note: Listed as “Other financial assets - non-current”.

9. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNISED CONTRACT

COMMITMENTS

  • (1) As of December 31, 2019 and 2018, the Group’s unused letters of credit amounted to $7,707 and $3,571, respectively.

  • (2) As of December 31, 2019 and 2018, the Group’s remaining balance due for construction in progress and prepayments for equipment was $62,997 and $102,016, 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, and the new lease agreement has been signed in March covering a period from March 1, 2018 to February 28, 2038. 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. In addition, the Group entered into operating lease agreement for the office and personal computers in 1~4 years. 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 $39,871 (listed as “operating costs” and “operating expenses”) was recognised in profit or loss for the year ended December 31, 2018. 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
Later than five years
December31,2018
27,704
$ 95,325
334,028
457,057
$

~54~

  • (4)The amounts of endorsements and guarantees for subsidiaries were as follows:

Nature December 31, 2019 December 31, 2018

SciAnda (Changshu) Guarantee for financing amount Pharmaceuticals, Ltd. $ 2,063,467 $ 2,499,643

As of December 31, 2019 and 2018, the actual amount drawn down for endorsements and guarantees to subsidiaries was $144,234 and $1,178,503, respectively.

10. SIGNIFICANT DISASTER LOSS: None.

  1. SIGNIFICANT EVENTS AFTER THE BALANCE SHEET DATE

In order to integrate the Group’s resources and improve management efficiency, on November 1, 2019, the Company’s Board of Directors has resolved to conduct an organisational restructuring through the short form merger of SciAnda (Changshu) Pharmaceuticals, Ltd. and SciAnda (Kunshan) Biochemical Technology, Ltd., with SciAnda (Changshu) Pharmaceuticals, Ltd. as the surviving company, and SciAnda (Kunshan) Biochemical Technology, Ltd. as the dissolved company. The scheduled completion date is subject to approval by the competent authority.

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. Financial instruments

For details of the Group’s financial instruments by category, please refer to Note 6.

  • B. 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.

  • (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 use of derivative financial instruments and investment of excess liquidity.

  • (c)Information about derivative financial instruments that are used to hedge financial risk are provided in Note 6(2).

~55~

  • 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 the transactions of the Company and its subsidiaries used in various functional currency, primarily with respect to USD. Foreign exchange risk arises from future commercial transactions, recognised assets and liabilities.

    • (ii) To manage their foreign exchange risk arising from future commercial transactions and recognised assets and liabilities, entities in the Group are required to hedge their foreign exchange risk exposure using forward foreign exchange contracts. However, the Group does not adopt hedging accounting. Details of financial assets or liabilities at fair value through profit or loss are provided in Note 6(2).

    • (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:
functional currency)
Financial assets
Monetary items
USD:NTD
EUR:NTD
CNY:NTD
Financial liabilities
Monetary items
USD:NTD
EUR:NTD
CNY:NTD
December31,2019 Book value
(NTD)
Foreign currency
amount (in thousands)
23,570
$ 32
85
2,227
447
479
Exchangerate
29.98
33.59
4.305
29.98
33.59
4.305
706,629
$ 1,075
366
66,765
15,015
2,062



~56~

December31,2018 December31,2018 December31,2018 December31,2018
Foreign currency Book value
amount (inthousands) Exchangerate (NTD)
(Foreign currency:
functional currency)
Financial assets
Monetary items
USD:NTD $ 28,219
30.715 $ 866,747
EUR:NTD 50
35.20 1,760
CNY:NTD 102
4.465 455
Financial liabilities
Monetary items
USD:NTD 3,764 30.715 115,611
EUR:NTD 84 35.20 2,957
CNY:NTD 505
4.465 2,255
  • (iv) As of December 31, 2019 and 2018, 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, 2019 and 2018 would increase/decrease by $25,594 and $30,045, respectively. If the NTD:EUR and NTD:CNY exchange rate appreciates/depreciates by 5% with all other factors remaining constant, the effect on the Group’s net profit after tax for the years ended December 31, 2019 and 2018 is immaterial.

  • (v)Total exchange gain including realised and unrealised arising from significant foreign exchange variation on the monetary items held by the Group for the years ended December 31, 2019 and 2018 amounted to $5,700 and $8,029, respectively.

  • II. Price risk

The Group’s equity securities, which are exposed to price risk, are the held financial assets at fair value through profit or loss and financial assets at fair value through other comprehensive income. To manage its price risk arising from investments in equity securities, the Group diversifies its portfolio and set stop-loss amounts for these instruments. The Group expects no significant market risk.

  • III. Cash flow and fair value interest rate risk

  • (i)The Group’s main interest rate risk arises from short-term and long-term borrowings with variable rates and exposes the Group to cash flow interest rate risk. During the years ended December 31, 2019 and 2018, the Group’s borrowings at variable rate were denominated in USD and CNY.

  • (ii)The Group’s borrowings are measured at amortised cost. The borrowings are periodically contractually repriced and to that extent are also exposed to the risk of future changes in market interest rates.

~57~

  • (iii)If the borrowing interest rates had increased/decreased by 10% with all other variables held constant, post-tax profit for the years ended December 31, 2019 and 2018 is immaterial.

(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. The main factor is that counterparties could not repay in full the accounts receivable based on the agreed terms.

  • II. The Group manages their credit risk taking into consideration the entire group’s concern. For banks and financial institutions, only independently rated parties with a minimum rating of 'A' are accepted. According to the Group’s credit policy, each local entity in the Group is responsible for managing and analysing 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. Individual risk limits are set based on internal or external ratings in accordance with limits set by the Board of Directors. The utilisation of credit limits is regularly monitored.

  • III. The Group adopts the following assumption under IFRS 9: If the contract payments were past due over 30 days based on the terms, there has been a significant increase in credit risk on that instrument since initial recognition.

  • IV. The Group manages its credit risk, whereby if the contract payments are past due over 180 days based on the terms, there has been impairment.

  • V. The Group classifies customers’ accounts receivable in accordance with credit rating of customer and credit risk on trade. The Group applies the simplified approach using provision matrix to estimate expected credit loss, and use the forecastability to adjust historical and timely information to assess the default possibility of accounts receivable. Movements in relation to the Group applying the simplified approach to provide loss allowance for accounts receivable are as follows:

eceivable are as follows:
Forthe years endedDecember31,
2019 2018
At January 1 $ 45
$ 130
(Gain on revesal of) expected credit losses 214 ( 84)
Impact of foreign exchange rate ( 1)
( 1)
At December 31 $ 258 $ 45

(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

~58~

applicable) on any of its borrowing facilities.

  • II. The Group has undrawn borrowing facilities amounting to $5,400,333 and $5,519,200 as of December 31, 2019 and 2018, respectively.

  • III. 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 analysed from the balance sheet date to the contract maturity date, and derivative financial liabilities are analysed from the balance sheet date to the expected maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.

==> picture [458 x 30] intentionally omitted <==

----- Start of picture text -----

Between 1 Between 2 More than
December 31, 2019 Less than 1 year and 2 years and 5 years 5 years
----- End of picture text -----

December31,2019 Less than 1year Between 1
and2years
Between 2
and 5 years
More than
5 years
Short-term borrowings
Notes payable
Accounts payable
Other payables
Long-term borrowings
Leased liabilities
Guarantee deposits received
Non-derivative financial
liabilities:
December31,2018
Short-term borrowings
Notes payable
Accounts payable
Other payables
Long-term borrowings
Guarantee deposits received
Non-derivative financial
liabilities:
90,312
$ 1,353

101,018
333,376
149,342
16,112

-

Less than 1year
235,348
$ 1,148
89,393
347,319
1,204,844
-
-
$ -
-
-
-
16,112
87
Between 1
and2years
-
$ -
-
-
-
1,708
-
$ -
-
-
-
48,337
-
Between 2
and 5 years
-
$ -
-
-
-
-
-
$ -
-
-
-
708,937
-
More than
5 years
-
$ -
-
-
-
-

(3) Fair value information

  • A. 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. The fair value of the Group’s investment in listed stocks is included in Level 1.

~59~

  • Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. The fair value of the Group’s investment in foreign exchange contracts is included in Level 2.

  • Level 3: Unobservable inputs for the asset or liability. The fair value of the Group’s investment in equity investment without active market is included in Level 3.

  • B. Financial instruments not measured at fair value

  • The carrying amounts of cash and cash equivalents, financial assets at amortised cost - current, notes receivable, accounts receivable, other receivables, guarantee deposits paid, other financial assets - non-current, short-term borrowings, notes payable, accounts payable, other payables, long-term borrowings (including current portion) and guarantee deposits received are approximate to their fair values.

  • C. The related information of financial instruments measured at fair value by level on the basis of the nature, characteristics and risks of the assets and liabilities are as follows:

December31,2019
Assets:
Recurring fair value measurements
Financial assets at fair value through
profit or loss
Equity securities
Financial assets at fair value through
other comprehensive income
Equity securities
December31,2018
Assets:
Recurring fair value measurements
Financial assets at fair value through
profit or loss
Derivative instruments
Financial assets at fair value through
other comprehensive income
Equity securities
Level 1
-
$ 271,752
$ Level 1
-
$ 268,071
$
Level 2
2,920
$ -
$ Level 2
409
$ -
$
Level3
-
$ 143,458
$ Level3
-
$ 200,046
$
Total
2,920
$
415,210
$
Total
409
$
468,117
$
  • D. The methods and assumptions the Group used to measure fair value are as follows:

  • (a) The instruments the Group used market quoted prices as its fair values (that is, Level 1) is listed below by characteristics:

Market quoted price

Listed shares Closing price

~60~

  • (b) 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.

  • (c) 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.

  • (d) Forward foreign exchange contracts are usually valued based on the current forward exchange rate.

  • E. Foresee Pharmaceuticals Co., Ltd. has been listed on the Taipei Exchange from June, 2018, therefore, the Company transferred the fair value from Level 2 to Level 1 at the end of the month when the event occurred. For the years ended December 31, 2019 and 2018, there was no transfer between Level 1 and Level 2.

  • F. The following chart is the movement of Level 3 for the years ended December 31, 2019 and 2018:

Forthe years ended Forthe years ended December31,
2019 2018
Equity instrument Equityinstrument
At January 1 $ 200,046
$ -
Effect on retrospective application and
restatement - 242,355
Balance after restatement on January 1 200,046 242,355
Loss gain recognised in other
comprehensive income ( 56,588)
( 42,309)
At December 31 $ 143,458 $ 200,046
  • G. The Group’s valuation procedures for fair value measurements is categorised within Level 3, which is to verify independent fair value of financial instruments. Such assessment is to ensure the valuation results are reasonable by applying independent information to make results close to current market conditions, confirming the resource of information is independent, reliable and in line with other resources and represented as the exercisable price, and frequently assess to make any other necessary adjustments to the fair value.

  • H. The following is the qualitative information of significant unobservable inputs and sensitivity analysis of changes in significant unobservable inputs to valuation model used in Level 3 fair value measurement:

~61~

Significant Range Relationship Fair value at Valuation unobservable (weighted of inputs to December 31, 2019 technique input average) fair value Non-derivative equity instrument: - Unlisted shares $ 143,458 Net asset Not applicable The higher the value net asset value, the higher the fair value Significant Range Relationship Fair value at Valuation unobservable (weighted of inputs to December 31, 2018 technique input average) fair value Non-derivative equity instrument: - Unlisted shares $ 200,046 Net asset Not applicable The higher the value net asset value, the higher the fair value

  • I. The Group has carefully assessed the valuation models and assumptions used to measure fair value. However, use of different valuation models or assumptions may result in different measurement. If the net assets value increased or decreased by 1% for Level 3, however, the effect on other comprehensive income for the years ended December 31, 2019 and 2018 is immaterial.

13. SUPPLEMENTARY DISCLOSURES

According to the current regulatory requirements, the Group is only required to disclose the information for the year ended December 31, 2019.

(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: Please refer to table 4.

  • 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 5.

  • 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(2).

  • J. Significant inter-company transactions during the reporting periods: Please refer to table 6.

~62~

(2) Information on investees

Names, locations and other information of investee companies (not including investees in Mainland China): Please refer to table 7.

(3) Information on investments in Mainland China

  • A. Basic information: Please refer to table 8.

  • B. Significant transactions, either directly or indirectly through a third area, with investee companies in the Mainland Area: Please refer to table 2 and table 5.

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:

segments is as follows:
Segment revenue
Revenue from internal customers
Revenue from external customers
Interest income
Depreciation and amortisation
Interest expense
Income (loss) from segment before
income tax
Segment assets
Other acquisition of non-current assets
Segment liabilities
Forthe yearendedDecember31,2019
ScinoPharm SciAnda (Changshu)
Taiwan,Ltd.
PharmaceuticalsLtd.
2,813,047
$ 418,881
$ 19,246
339,973
2,793,801
78,908
28,541
523
295,548
113,102
8,532
47,157
364,239
114,613)
(
9,658,129
1,775,266
98,957
13,155
1,161,394
391,053
Others
39,583
$ 19,509
20,074
8,912
65
-
14,646
441,628
319
1,903
Total
3,271,511
$ 378,728
2,892,783
37,976
408,715
55,689
264,272
11,875,023
112,431
1,554,350

~63~

For the year ended December 31, 2018

ScinoPharm SciAnda (Changshu)
Taiwan,Ltd.
PharmaceuticalsLtd.
Segment revenue
3,470,109
$ 259,005
$ Revenue from internal customers
10,737

201,469
Revenue from external customers
3,459,372
57,536
Interest income
20,677
5,675

Depreciation and amortisation
289,601
116,217

Interest expense
4,456
75,713
Income (loss) from segment before
income tax
773,883
276,395)
(
Segment assets
10,429,274
1,976,417
Other acquisition of non-current assets
104,389
9,749
Segment liabilities
635,790
1,612,949
Others
Total
34,714
$ 3,763,828
$ 27,359
239,565
7,355
3,524,263
6,882
33,234
3
405,821
-

80,169

12,928
510,416
445,674
12,851,365
-
114,138
2,084
2,250,823

(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 :
For the years ended For the years ended For the years ended December 31,
2019 2018
Reportable segments profit before
income tax $ 249,626
$ 497,488
Other segments income before
income tax 14,646 12,928
Internal segments transaction elimination 782 ( 19,875)
Profit before income tax $ 265,054 $ 490,541
  • 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:
December31,2019 December 31, 2018
Assets of reportable segments $ 11,433,395
$ 12,405,691
Assets of other operating segments 441,628 445,674
Internal segment transaction elimination ( 200,459)
( 288,037)
Total assets $ 11,674,564 $ 12,563,328

~64~

  • 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:
December31,2019 December31,2018
Liabilities of reportable segments $ 1,552,447
$ 2,248,739
Liabilities of other operating segments 1,903 2,084
Internal segment transaction elimination ( 139,730)
( 226,527)
Total liabilities $ 1,414,620 $ 2,024,296

(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 sales of injection products
Revenue from technical services
Others
For the years ended December 31,
2019
2,593,217
$ 138,202
116,760
44,604
2,892,783
$
2018
3,332,373
$ -
$ 152,220
39,670
3,524,263
$

(6) Geographical information

Geographical information for the years ended December 31, 2019 and 2018 is as follows:

Taiwan
USA
India
Asia
Europe
Others
Non-current
Revenue
assets
97,475
$ 3,884,292
$ 568,124
-
390,446
-
885,048
1,322,084
881,330
-
70,360
-
2,892,783
$ 5,206,376
$ Forthe yearendedDecember31,2019
Non-current
Revenue
assets
97,475
$ 3,884,292
$ 568,124
-
390,446
-
885,048
1,322,084
881,330
-
70,360
-
2,892,783
$ 5,206,376
$ Forthe yearendedDecember31,2019
Forthe yearendedDecember31,2018 Forthe yearendedDecember31,2018
Revenue
97,475
$ 568,124
390,446
885,048
881,330
70,360
2,892,783
$
Revenue
78,775
$ 1,488,676
348,813
367,880
1,201,155
38,964
3,524,263
$
Non-current
assets
3,488,914
$ -

-
1,470,872
-
-
4,959,786
$

~65~

(7) Major customer information

Major customer information of the Group for the years ended December 31, 2019 and 2018 is as follows:

A
B
C
D
Revenue
Segment
Revenue
Segment
439,661
$ ScinoPharm
Tawian, Ltd.
761,592
$ ScinoPharm
Tawian, Ltd.
425,794

ScinoPharm
Tawian, Ltd.
125,751
ScinoPharm
Tawian, Ltd.
127,070
ScinoPharm
Tawian, Ltd.
381,600

ScinoPharm
Tawian, Ltd.
3,250
ScinoPharm
Tawian, Ltd.
482,593
ScinoPharm
Tawian, Ltd.
995,775
$ 1,751,536
$ Forthe yearendedDecember31,2019
Forthe yearendedDecember31,2018

~66~

Table 1

Expressed in thousands of NTD

ScinoPharm Taiwan, Ltd. and Subsidiaries

Loans to others

For the year ended December 31, 2019

Number Name Name of
counterparty
Account Related
parties
Maximum
balance
Ending
balance
Actual
amount
drawndown
Interest
rate
Nature of
financial
activity
(Note1)
Total
transaction
amount
Reason
for
financing
Allowance
for
doubtful
accounts
Assets pledged Assets pledged Loan limit
per entity
(Note2)
Maximum
amount
available for loan
(Note2)
Footnote
Item Value
1 SciAnda
(Kunshan)
Biochemical
Technology,
Ltd.
SciAnda
(Changshu)
Pharmaceuticals,
Ltd.
Other receivables Y 275,242
$
86,110
$
86,110
$
3.0% 2 -
$
Additional
operating
capital
and loan
repayment
-
$
-
$
420,121
$
420,121
$

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 1:4.305).

Table 1, Page 1

ScinoPharm Taiwan, Ltd. and Subsidiaries

Expressed in thousands of NTD

Provision of endorsements and guarantees to others

For the year ended December 31, 2019

Table 2

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 during
theyear
Outstanding
endorsement/
guarantee
amount at
December 31,
2019
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.
SciAnda
(Changshu)
Pharmaceuticals,
Ltd.
1 10,259,944
$
5,489,008
$
2,063,467
$
144,234
$
-
$
20.11% 10,259,944
$
Y N Y

Note 1: The following code represents the relationship with the Company:

  • 1.A company in which the Company directly and indirectly holds 50% of the voting shares.

  • 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.

  • 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 1:4.305 ;USD:NTD 1:29.98).

Table 2, Page 1

ScinoPharm Taiwan, Ltd. and Subsidiaries

Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures) December 31, 2019

December 31, 2019
Table 3
Securities held by
Marketable securities Relationship with the
securities issuer
General
ledger account
As of December31,2019 Fairvalue
Footnote
Expressed in thousands of NTD
Number of shares Bookvalue Ownership (%) Fairvalue
ScinoPharm Taiwan, Ltd.
SciAnda (Kunshan)
Biochemical Technology,
Ltd.
Stocks:
Tanvex Biologics, Inc.
Foresee Pharmaceuticals
Co., Ltd.
SYNGEN, INC.
Structured Products:
Fubon Bank (China) Co.,
Ltd. Structured Products
The Company is a director of
Tanvex Biologics, Inc.


Financial assets at fair
value through other
comprehensive
income - non-current
Financial assets at fair
value through other
comprehensive
income - non-current
Financial assets at fair
value through profit or
loss - non-current
Financial assets at
amortised cost - current
28,800,000
4,661,269
245,000
-
143,458
$ 271,752
-
172,220
16.84%
4.65%
7.40%
-
143,458
$ 271,752
-
-



Table 3, Page 1

ScinoPharm Taiwan, Ltd. and Subsidiaries

Acquisition or sale of the same security with the accumulated cost exceeding $300 million or 20% of the Company's paid-in capital For the year ended December 31, 2019

Table 4

Expressed in thousands of NTD

Investor Type of
securities
General
ledger account
Name of
the counterparty
Relationship Beginning balance Additi on Disposal Disposal Other increase (decrease) Endingba lance
Number of shares
(in thousands)
Amount Number of shares
(in thousands)
Amount Number of shares
(in thousands)
Saleprice Book value Gain on
disposal
Number of shares
(in thousands)
Amount Number of shares
(in thousands)
Amount
ScinoPharm
Taiwan, Ltd.
SPT
International,
Ltd.
SciAnda
(Kunshan)
Biochemical
Technology,
Ltd.
Stocks:
SPT
International,
Ltd.
SciAnda
(Changshu)
Pharmaceuticals,
Ltd.
Fubon Bank (China)
Co., Ltd. Structured
Products
Structured Products:
Investment accounted
for under the
equity method
Investment accounted
for under the
equity method
Financial assets at
amortised cost - current
Cash capital
increase
Cash capital
increase


80,525
-
-
745,452
$ 363,468
178,615
38,000
-
-
1,139,240
$ 1,139,240
710,890
-
-
-
$ -
-
723,754
$ -
-
717,940)
(
$ -
-
5,814
-
-
-
121,595)
($ 118,495)
(
655
118,525
-
-
1,763,097
$ 1,384,213
172,220

Table 4, Page 1

Expressed in thousands of NTD

ScinoPharm Taiwan, Ltd. and Subsidiaries

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, 2019

Table 5

Purchaser/seller Counterparty Relationship with
the counterparty
Transaction trans
Differences in t
compared t
actions
ransaction terms
o third party
Notes/account s receivable(payable) Footnote
Purchases(sales) Amount Percentage of total
purchases(sales)
Credit term Unitprice Credit term Balance Percentage of
total notes/accounts
receivable(payable)
ScinoPharmTaiwan, Ltd.
SciAnda (Changshu)
Pharmaceuticals, Ltd.
SciAnda (Changshu)
Pharmaceuticals, Ltd.
ScinoPharm Taiwan, Ltd.
Subsidary
The Company
Purchases
(Sales)
335,838
$ 335,838)
(
39%
(80%)
Closes its accounts 90 days
from the end of each month
Closes its accounts 90 days
from the end of each month
$ -
-

43,725)
($ 43,725
(31%)
61%

Table 5, Page 1

Table 6

Expressed in thousands of NTD

ScinoPharm Taiwan, Ltd. and Subsidiaries

- Significant inter company transactions during the reporting period

For the year ended December 31, 2019

Number
(Note 2)
Companyname Counterparty Relationship
(Note3)
Transactions Transactions
General ledger account Amount Transaction terms Percentage of consolidated total operating
revenues or total assets(Note 4)
0
0
0
1
ScinoPharm Taiwan, Ltd.
ScinoPharm Taiwan, Ltd.
ScinoPharm Taiwan, Ltd.
SciAnda (Kunshan)
Biochemical Technology,
Ltd.
SciAnda (Changshu)
Pharmaceuticals, Ltd.
SciAnda (Changshu)
Pharmaceuticals, Ltd.
SciAnda (Changshu)
Pharmaceuticals, Ltd.
SciAnda (Changshu)
Pharmaceuticals, Ltd.
1
1
1
3
Purchases
Accounts payable
Endorsements and guarantees
Other receivables
335,838
$ 43,725
2,063,467
86,189
Closes its accounts 90
days from the end
of each month


12%

18%
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 1:4.305 USD:NTD 1:29.98).

Table 6, Page 1

ScinoPharm Taiwan, Ltd. and Subsidiaries

Expressed in thousands of NTD

Names, locations and other information of investee companies ( not including investees in Mainland China)

For the year ended December 31, 2019

Table 7

Investor Investee Location Main business
activities
Initial investment amount Initial investment amount Shares held as at December 31,2019 as at December 31,2019 Net profit (loss)
of the investee for the
year ended
December 31,2019
Investment income (loss)
recognised by the Company
for the year ended
December 31,2019
Footnote
Balance as at
December 31,2019
Balance as at
December 31,2018
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
3,553,369
$ -
2,414,129
$ -
118,524,644
2
100.00
100.00
1,763,097
$ 112
118,523)
($ 16
117,741)
($ 16
Subsidiary
Subsidiary

Note : Initial investment amount in the table that involves foreign currencies are expressed in New Taiwan Dollars according to exchange rate posted on the date of consolidated financial statements (USD: NTD 1:29.98).

Table 7, Page 1

Information on investments in Mainland China Basic information

Expressed in thousands of NTD

ScinoPharm Taiwan, Ltd. and Subsidiaries

For the year ended December 31, 2019

Table 8

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,
2019
Amount remitt
Mainla
Amount r
to Taiwan fo
Decemb
ed from Taiwan to
nd China/
emitted back
r the year ended
er 31,2019
Accumulated amount
of remittance from
Taiwan to
Mainland China as of
December 31,2019
Net income of
investee for the
year ended
December 31,
2019
Ownership
held by
the Company
(direct or
indirect)
Investment income
(loss) recognised
by the Company
for the year ended
December 31, 2019
Note 2
Book value of
investments in
Mainland China as
of December 31,
2019
Accumulated
amount
of investment
income
remitted back to
Taiwan as of
December 31,
2019
Footnote
Remitted to
Mainland China
Remitted back to
Taiwan
SciAnda
(Kunshan)
Biochemical
Technology,
Ltd.
SciAnda
(Changshu)
Pharmaceuticals,
Ltd.
SciAnda
Shanghai
Biochemical
Technology,
Ltd.
Companyname
Research, development,
and manufacture of
API and new drugs, etc.
Research, development,
and manufacture of
API and new drugs, 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 31,2019
119,920
$ Note 1
3,372,750
Note 1
35,976
Note 1
Investment amount approved by
the Investment Commission of
the Ministry of Economic
Affairs(MOEA)
111,658
$ -
$ 2,233,510
1,139,240
35,976
-
Ceiling on investments in Mainland
China imposed by the Investment
Commission of MOEA(Note 3)
-
$ -
-
111,658
$ 3,372,750
35,976
13,374
$ 130,862)
(
755)
(
100%
100%
100%
13,374
$ 130,862)
(
755)
(
420,169
$ 1,384,213
15,956
-
$ -
-
Subsidary
Subsidary
Subsidary
ScinoPharm
Taiwan, Ltd.
$ 3,557,082 3,557,082
$
6,155,967
$

Note 1: Indirect investment in Mainland China through company set up in a third region, SPT International, Ltd.

Note 2: The investment income (loss) recognised by the Company for the year ended December 31, 2019 was based on unreviewed financial statements of investee companies as of and for the year ended December 31, 2019. 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 1:29.98).

Table 8, Page 1

Appendix B

SCINOPHARM TAIWAN, LTD.

PARENT COMPANY ONLY FINANCIAL

STATEMENTS AND REPORT OF INDEPENDENT

ACCOUNTANTS DECEMBER 31, 2019 AND 2018

~1~

REPORT OF INDEPENDENT ACCOUNTANTS TRANSLATED FROM CHINESE

To the Board of Directors and Shareholders of ScinoPharm Taiwan, Ltd.

Opinion

We have audited the accompanying parent company only balance sheets of ScinoPharm Taiwan, Ltd. (the “Company”) as at December 31, 2019 and 2018, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2019 and 2018, and its financial performance and 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 2019. 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.

~2~

The key audit matters for the parent company only financial statements of the current period are stated as follows:

Cutoff of export revenue

Description

Refer to Note 4(28) to the parent company only financial statements for accounting policy on revenue recognition and Note 6(18) to the parent company only financial statements for accounting items on revenue.

The Company’s sales revenue mainly arises from the manufacture and sales of Active Pharmaceutical Ingredient (“API”), which primarily consists of export sales. The Company recognises export sales revenue based on the terms and conditions of transactions which vary with different customers. As revenue recognition involves manual processes and is material to the financial statements, we consider the cutoff of export revenue a key audit matter.

How our audit addressed the matter

We performed the following key audit procedures in respect of the above key audit matter:

  1. Understood and assessed the effectiveness of internal controls over cutoff of sales revenue and tested the effectiveness of internal controls over shipping and billing.

  2. Checked the completeness of the export sales details for a certain period around balance sheet date and performed cutoff tests on a random basis, which included checking the terms and conditions of transactions, verifying against supporting documents, and checking whether inventory movements and costs of sales were recognised in the appropriate period.

Inventory valuation

Description

Refer to Note 4(11) for accounting policies on inventory valuation, Note 5(2)1 for the uncertainty of accounting estimates and assumptions applied in inventory valuation, and Note 6(4) for details of inventories. As of December 31, 2019, the balances of inventory and allowance for inventory valuation

~3~

losses were $1,489,137 thousand and $388,442 thousand, respectively.

The Company is primarily engaged in the manufacture and sales of API. As the manufacturing process is relatively complicated and time consuming, materials require longer lead time, the waiting period for product registration is long, and the timing of the product launch may be deferred, there is higher risk of incurring loss on inventory valuation. For inventories sold under normal terms, the Company measures inventories at the lower of cost and net realisable value. For inventories aging over a certain period of time and are individually identified as obsolete inventories, the net realisable value is calculated based on the historical information of inventory turnover. Since the calculation of net realisable value involves subjective judgement and the ending balance of inventory is material to the financial statements, we consider the valuation of inventory a key audit matter.

How our audit addressed the matter

We performed the following key audit procedures in respect of the above key audit matter:

  1. Evaluated the reasonableness of provision policies and procedures on allowance for inventory valuation losses, including the historical data of inventory turnover and judgement of obsolete inventory.

  2. Verified whether the dates used in the inventory aging reports that the Company applied to value inventories were accurate. Recalculated and evaluated the reasonableness of allowance for inventory valuation losses in order to confirm whether the reported information was in line with the Company’s policies.

  3. Selected samples from inventory items by each sequence number to verify its realisable value and to evaluate the reasonableness of allowance for inventory valuation loss.

Responsibilities of management and those charged with governance for the parent

company only financial statements

Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers”, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement,

~4~

whether due to fraud or error.

In preparing the parent company only financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including audit committee, are responsible for overseeing the Company’s financial reporting process.

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

Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ROC GAAS will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.

As part of an audit in accordance with ROC GAAS, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  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.

~5~

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

  2. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

  3. 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.

  4. Obtain sufficient appropriate audit evidence regarding the financial information of the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

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

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

~6~

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

Lin, Yung-Chih

Independent Accountants

Liu, Tzu-Meng

PricewaterhouseCoopers, Taiwan Republic of China March 20, 2020


The accompanying parent company only financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying parent company only financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

~7~

SCINOPHARM TAIWAN, LTD. PARENT COMPANY ONLY BALANCE SHEETS

(Expressed in thousands of New Taiwan dollars)

Assets December 31, 2019
Notes
AMOUNT
%
$
3,020,410
26
6(2)
2,920
-
6(3) and 12
562,856
5
10,118
-
7
5,697
-
6(24)
8,969
-
5(2) and 6(4)
1,100,695
10
107,502
1
4,819,167
42
6(5)
415,210
4
6(6)
1,763,209
16
6(7)(9)
3,192,172
28
3(1) and 6(8)
602,221
5
9,458
-
5(2) and 6(24)
504,946
4
80,441
1
5,244
-
8
29,270
-
6,602,171
58
$
11,421,338
100
(Continued)
December 31, 2018 December 31, 2018
AMOUNT
$
4,075,456
409
550,740
15,657
5,625
-
1,243,588
80,273
5,971,748
468,117
745,548
3,387,960
-
8,402
470,322
92,552
903
29,270
5,203,074
$
11,174,822
%
Current assets
1100
Cash and cash equivalents
1110
Financial assets at fair value through
profit or loss - current
1170
Accounts receivable, net
1200
Other receivables
1210
Other receivables - related parties
1220
Current income tax assets
130X
Inventories
1410
Prepayments
11XX
Total current assets
Non-current assets
1517
Financial assets at fair value through
other comprehensive income
- non-current
1550
Investments accounted for under
equity method
1600
Property, plant and equipment
1755
Right-of-use assets
1780
Intangible assets
1840
Deferred income tax assets
1915
Prepayments for equipment
1920
Guarantee deposits paid
1980
Other financial assets - non-current
15XX
Total non-current assets
1XXX
Total assets
36
-
5
-
-
-
11
1
53
4
7
31
-
-
4
1
-
-
47
100

~8~

SCINOPHARM TAIWAN, LTD. PARENT COMPANY ONLY BALANCE SHEETS

(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity December 31, 2019
Notes
AMOUNT
%
6(10)
$
-
-
6(18)
46,789
-
1,353
-
93,643
1
7
45,517
-
6(11)
285,292
3
6(24)
-
-
3(1)
16,014
-
488,608
4
6(24)
584
-
3(1)
590,020
5
6(12)
82,182
1
-
-
672,786
6
1,161,394
10
6(13)
7,907,392
69
6(12)(13)(14)(15)
1,294,605
12
6(5)(16)
612,600
6
22,829
-
490,344
4
6(6)(17)
(
67,826) (
1)
10,259,944
90
7 and 9
11
$
11,421,338
100
December 31, 2018 December 31, 2018
AMOUNT
$
61,694
22,541
1,148
73,739
39,307
293,946
64,853
-
557,228
81
-
76,863
1,618
78,562
635,790
7,907,392
1,292,555
568,302
22,829
708,338
39,616
10,539,032
$
11,174,822
%
Current liabilities
2100
Short-term borrowings
2130
Contract liabilities - current
2150
Notes payable
2170
Accounts payable
2180
Accounts payable - related parties
2200
Other payables
2230
Current income tax liabilities
2280
Lease liabilities - current
21XX
Total current liabilities
Non-current liabilities
2570
Deferred income tax liabilities
2580
Lease liabilities - non-current
2640
Net defined benefit liabilities
2645
Guarantee deposits received
25XX
Total non-current liabilities
2XXX
Total liabilities
Equity
Share capital
3110
Share capital - common stock
3200
Capital surplus
Retained earnings
3310
Legal reserve
3320
Special reserve
3350
Unappropriated earnings
3400
Other equity interest
3XXX
Total equity
Significant contingent liabilities and
unrecognised contract commitments
Significant events after the balance
sheet date
3X2X
Total liabilities and equity
-
-
-
1
-
3
1
-
5
-
-
1
-
1
6
71
11
5
-
6
1
94
100

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

~9~

SCINOPHARM TAIWAN, LTD.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME

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

Items Year ended December 31
2019
2018
Notes
AMOUNT
%
AMOUNT
%
6(18)
$
2,813,047
100
$
3,470,109
100
6(4)(12)(22)(23), 7
and 9
(
1,677,387) (
59) (
1,808,470) (
52)
1,135,660
41
1,661,639
48
6(12)(22)(23), 7, 9
and 12
(
160,552) (
6) (
151,924) (
4)
(
446,039) (
16) (
449,576) (
13)
(
206,570) (
7) (
295,064) (
9)
(
202)
-
95
-
(
813,363) (
29) (
896,469) (
26)
322,297
12
765,170
22
6(19) and 7
94,836
3
48,546
2
6(2)(9)(20) and 12(
44,362) (
2) (
35,377) (
1)
6(21)
(
8,532)
- (
4,456)
-
6(6)
(
117,725) (
4) (
306,232) (
9)
(
75,783) (
3) (
297,519) (
8)
246,514
9
467,651
14
6(24)
(
29,858) (
1) (
24,673) (
1)
$
216,656
8
$
442,978
13
6(12)
($
5,936)
- ($
8,328)
-
6(5)(17)
(
48,718) (
2) (
67,722) (
2)
6(24)
1,187
-
1,763
-
6(6)(17)
(
56,865) (
2) (
21,487) (
1)
($
110,332) (
4) ($
95,774) (
3)
$
106,324
4
$
347,204
10
6(25)
$
0.27
$
0.56
$
0.27
$
0.56
4000
Operating revenue
5000
Operating costs
5900
Net operating margin
Operating expenses
6100
Selling expenses
6200
General and administrative expenses
6300
Research and development expenses
6450
Gain on reversal of (expected credit
losses)
6000
Total operating expenses
6900
Operating profit
Non-operating income and expenses
7010
Other income
7020
Other gains and losses
7050
Finance costs
7070
Share of loss of associates and joint
ventures accounted for using equity
method
7000
Total non-operating income and
expenses
7900
Profit before income tax
7950
Income tax expense
8200
Profit for the year
Other comprehensive income (loss)
Components of other comprehensive
income (loss) that will not be
reclassified to profit or loss
8311
Actuarial losses on defined benefit
plans
8316
Unrealised losses from equity
instruments measured at fair value
through other comprehensive
income
8349
Income tax related to components of
other comprehensive income that
will not be reclassified to profit or
loss
Components of other comprehensive
loss that will be reclassified to profit
or loss
8361
Financial statements translation
differences of foreign operations
8300
Total other comprehensive loss for
the year
8500
Total comprehensive income for the
year
Earnings per share (in dollars)
9750
Basic
9850
Diluted

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

~10~

SCINOPHARM TAIWAN, LTD.

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY

(Expressed in thousands of New Taiwan dollars)

For the year ended December 31, 2018
Balance at January 1, 2018
Effect on retrospective application and restatement
Balance after restatement on January 1, 2018
Net income for the year ended December 31, 2018
Other comprehensive loss for the year ended December 31,
2018
Total comprehensive income (loss) for the year ended
December 31, 2018
Distribution of 2017 net income:
Legal reserve
Cash dividends
Employee stock option compensation cost
Disposal of equity instruments at fair value through
other comprehensive income
Balance at December 31, 2018
For the year ended December 31, 2019
Balance at January 1, 2019
Net income for the year ended December 31, 2019
Other comprehensive loss for the year ended December 31,
2019
Total comprehensive income (loss) for the year ended
December 31, 2019
Distribution of 2018 net income:
Legal reserve
Cash dividends
Employee stock option compensation cost
Disposal of equity instruments at fair value through
other comprehensive income
Balance at December 31, 2019
Notes Share capital - common
stock
Capital reserve Retained Earnings Other EquityInterest Other EquityInterest Other EquityInterest Total equity
Legal reserve Special reserve Unappropriated earnings Financial statements
translation differences
of foreign operations
Unrealised gains (losses)
from financial assets
measured at fair value
through other
comprehensive income
6(17)
6(5)(17)
6(16)
6(14)(15)
6(5)(17)
6(5)(17)
6(16)
6(14)(15)
6(5)(17)



$
7,907,392
-
7,907,392
-
-
-
-
-
-
-
$
7,907,392
$
7,907,392
-
-
-
-
-
-
-
$
7,907,392
$
1,286,872
-
1,286,872
-
-
-
-
-
5,683
-
$
1,292,555
$
1,292,555
-
-
-
-
-
2,050
-
$
1,294,605
$
526,065
-
526,065
-
-
-
42,237
-
-
-
$
568,302
$
568,302
-
-
-
44,298
-
-
-
$
612,600



$
22,829
-
22,829
-
-
-
-
-
-
-
$
22,829
$
22,829
-
-
-
-
-
-
-
$
22,829
$
693,832
-
693,832
442,978
(
6,565 )
436,413
(
42,237 )
(
379,555 )
-
(
115 )
$
708,338
$
708,338
216,656
(
4,749 )
211,907
(
44,298 )
(
387,462 )
-
1,859
$
490,344








($
19,765 )
-
(
19,765 )
-
(
21,487 )
(
21,487 )
-
-
-
-
($
41,252 )
($
41,252 )
-
(
56,865 )
(
56,865 )
-
-
-
-
($
98,117 )
$
-
148,475
148,475
-
(
67,722 )
(
67,722 )
-
-
-
115
$
80,868
$
80,868
-
(
48,718 )
(
48,718 )
-
-
-
(
1,859 )
$
30,291










$
10,417,225
148,475
10,565,700
442,978
(
95,774 )
347,204
-
(
379,555 )
5,683
-
$
10,539,032
$
10,539,032
216,656
(
110,332 )
106,324
-
(
387,462 )
2,050
-
$
10,259,944

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

~11~

SCINOPHARM TAIWAN, LTD.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

(Expressed in thousands of New Taiwan dollars)

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

Reversal of allowance for loss on inventory market
price decline

Provision for obsolescence of supplies
Share of loss of subsidiaries, associates and joint
ventures accounted for under equity method

Depreciation of property, plant and equipment

Depreciation of right-of-use assets

Property, plant and equipment transferred to loss

Gain on disposal of property, plant and equipment

(Gain on reversal of) impairment loss

Amortisation

Prepayments for equipment transferred to loss
Employee stock option compensation cost

Interest income

Interest expense

Changes in operating assets and liabilities
Changes in operating assets
Accounts receivable
Other receivables
Other receivables - related parties
Inventories
Prepayments
Changes in operating liabilities
Contract liabilities - current
Notes payable
Accounts payable
Accounts payable - related parties
Other payables
Net defined benefit liabilities - non-current
Cash inflow generated from operations
Interest received
Interest paid
Income tax paid
Net cash flows from operating activities
For the years endedDecember 31,
Notes
2019
2018
$
246,514 $
467,651
(
2,511 ) (
409 )
12(2)
202 (
95 )
6(4)
(
2,590 ) (
40,832 )
5,972
7,183
6(6)
117,725
306,232
6(7)(22)
272,707
284,363
6(8)(22)
15,148
-
6(7)
22,726
14,349
6(20)
- (
78 )
6(7)(9)(20)
707 (
2,322 )
6(22)
7,693
5,238
1,967
-
6(14)(15)
2,050
5,683
6(19)
(
28,541 ) (
20,677 )
6(21)
8,532
4,456
(
12,318 )
16,477
5,481 (
3,937 )
(
72 ) (
3,028 )
145,483
297,825
(
33,201 )
11,988
24,248 (
825 )
205 (
13 )
19,904 (
204 )
6,210 (
14,621 )
(
16,561 )
12,918
(
617 ) (
777 )
807,063
1,346,545
28,599
21,398
(
9,410 ) (
3,578 )
(
136,614 ) (
123,172 )
689,638
1,241,193

(Continued)

~12~

SCINOPHARM TAIWAN, LTD. PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

(Expressed in thousands of New Taiwan dollars)

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

Acquisition of investments accounted for under the equity
method - subsidiary

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

Repayment of the principal portion of lease liabilities

Decrease in guarantee deposits received

Payment of cash dividends

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

Cash and cash equivalents at end of year
For the years endedDecember 31,
Notes
2019
2018
6(5)
$
4,189 $
3,733
6(6)
(
1,192,251 ) (
409,150 )
6(26)
(
15,925 ) (
50,033 )
-
78
(
2,249 ) (
2,888 )
(
71,998 ) (
65,325 )
(
4,341 )
326
- (
439 )
(
1,282,575 ) (
523,698 )
6(27)
(
61,694 )
61,694
6(27)
(
11,335 )
-
6(27)
(
1,618 ) (
2 )
6(16)
(
387,462 ) (
379,555 )
(
462,109 ) (
317,863 )
(
1,055,046 )
399,632
6(1)
4,075,456
3,675,824
6(1)
$
3,020,410 $
4,075,456

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

~13~

SCINOPHARM TAIWAN, LTD.

NOTES TO THE PARENT COMPANY ONLY FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

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

1. HISTORY AND ORGANISATION

  • (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.

  • (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 AUTHORISATION FOR ISSUANCE OF THE PARENT COMPANY ONLY

  • FINANCIAL STATEMENTS AND PROCEDURES FOR AUTHORISATION

These parent company only financial statements were authorised for issuance by the Board of Directors on March 20, 2020.

  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 (“IFRS”) as endorsed by the Financial Supervisory Commission (“FSC”)

    • New standards, interpretations and amendments endorsed by the FSC effective from 2019 are as follows:
New Standards,Interpretations andAmendments Effective date by
International
Accounting
Standards Board
(“IASB”)
Amendments to IFRS 9, ‘Prepayment features with negative compensation’
IFRS 16, ‘Leases’
Amendments to IAS 19, ‘Plan amendment, curtailment or settlement’
Amendments to IAS 28, ‘Long-term interests in associates and joint ventures’
IFRIC 23, ‘Uncertainty over income tax treatments’
Annual improvements to IFRSs 2015-2017 cycle
January 1, 2019
January 1, 2019
January 1, 2019
January 1, 2019
January 1, 2019
January 1, 2019

~14~

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: IFRS 16, ‘Leases’

  • A. 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.

  • B. The Company has elected to apply IFRS 16 by not restating the comparative information (referred herein as the ‘modified retrospective approach’) when applying International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations (collectively referred herein as the “IFRSs”) effective in 2019 as endorsed by the FSC. Accordingly, the Company both increased ‘right-of-use asset’ and ‘lease liability’ by $900,288 with respect to the lease contracts of lessees as of January 1, 2019.

  • C. The Company has used the following practical expedients permitted by the standard at the date of initial application of IFRS 16:

  • i. The use of a single discount rate to a portfolio of leases with reasonably similar characteristics. ii. The exclusion of initial direct costs for the measurement of ‘right-of-use asset’.

  • iii.The use of hindsight in determining the lease term where the contract contains options to extend or terminate the lease.

  • D. The Company calculated the present value of lease liabilities by using the weighted average incremental borrowing interest rate of 1.13%.

  • E. The Company recognised lease liabilities which had previously been classified as ‘operating leases’ under the principles of IAS 17, ‘Leases’. The reconciliation between operating lease commitments under IAS 17 measured at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate and lease liabilities recognised as of January 1, 2019 is as follows:

follows: follows:
Operating lease commitments disclosed by applying IAS 17 as at
December 31, 2018
455,868
$ Add: Adjustments as a result of a different treatment of extension
726,960
Less: Short-term leases
2,397)
(
Low-value assets
1,576)
(
Total lease contracts amount recognised as lease liabilities by applying
IFRS 16 on January 1, 2019
1,178,855
$

Incremental borrowing interest rate at the date of initial application
1.13%
Lease liabilities recognised as at January 1, 2019 by applying IFRS 16 900,288
$

~15~

(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 endorsed by the FSC effective from 2020 are as follows:

==> picture [469 x 31] intentionally omitted <==

----- Start of picture text -----

Effective date by
New Standards, Interpretations and Amendments IASB
----- End of picture text -----

New Standards, Interpretations and Amendments Effective date by
IASB
Amendments to IAS 1 and IAS 8, ‘Disclosure Initiative-Definition January 1, 2020
of Material’
Amendments to IFRS 3, ‘Definition of a business’ January 1, 2020
Amendments to IFRS 9, IAS 39 and IFRS7 ,‘Interest rate benchmark January 1, 2020
reform’

The above standards and interpretations have no significant impact to the Company’s financial conditionand and financial performance based on the Company’s assessment.

(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 are as follows:

endorsed by the FSC are as follows:
New Standards,Interpretations and Amendments
Amendments to IFRS 10 and IAS 28, ‘Sale or contribution of assets
between an investor and its associate or joint venture’
IFRS 17, ‘Insurance contracts’
Amendments to IAS 1, ‘Classification of liabilities as current or non-
current’
Effective date by
IASB
To be determined by
International Accounting
Standards Board
January 1, 2021
January 1, 2022

The above standards and interpretations have no significant impact to the Company’s financial

condition and financial performance based on the Company’s assessment.

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.

~16~

  - (b) Financial assets at fair value through other comprehensive income.

  - (c) Defined benefit liabilities recognised 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 judgement in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgement 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 recognised in profit or loss in the period in which they arise.

  • B. Monetary assets and liabilities denominated in foreign currencies at the period end are re-translated at the exchange rates prevailing at the balance sheet date. Exchange differences arising upon retranslation at the balance sheet date are recognised 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 recognised 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 recognised 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 realised, or are intended to be sold or consumed within the normal operating cycle;

    • (b) Assets held mainly for trading purposes;

~17~

  - (c) Assets that are expected to be realised 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.

  • (6) Financial assets at fair value through profit or loss

  • A. Financial assets at fair value through profit or loss are financial assets that are not measured at amortised cost or fair value through other comprehensive income.

  • B. On a regular way purchase or sale basis, financial assets at fair value through profit or loss are recognised and derecognised using trade date accounting.

  • C. At initial recognition, the Company measures the financial assets at fair value and recognises the transaction costs in profit or loss. The Company subsequently measures the financial assets at fair value, and recognises the gain or loss in profit or loss.

  • D. The Company recognises the dividend income when the right to receive payment is established, future economic benefits associated with the dividend will flow to the Company and the amount of the dividend can be measured reliably.

(7) Financial assets at fair value through other comprehensive income

  • A. Financial assets at fair value through other comprehensive income comprise equity securities which are not held for trading, and for which the Company has made an irrevocable election at initial recognition to recognise changes in fair value in other comprehensive income.

  • B. On a regular way purchase or sale basis, financial assets at fair value through other comprehensive income are recognised and derecognised using trade date accounting.

~18~

  • C. At initial recognition, the Company measures the financial assets at fair value plus transaction costs. The Company subsequently measures the financial assets at fair value. The changes in fair value of equity investments that were recognised in other comprehensive income are reclassified to retained earnings and are not reclassified to profit or loss following the derecognition of the investment. Dividends are recognised as revenue when the right to receive payment is established, future economic benefits associated with the dividend will flow to the Company and the amount of the dividend can be measured reliably.

  • (8) Accounts and notes receivable

  • A. Accounts and notes receivable entitle the Company a legal right to receive consideration in exchange for transferred goods or rendered services.

  • B. The short-term accounts and notes receivable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.

  • (9) Impairment of financial assets

For financial assets at amortised cost, at each reporting date, the Company recognises the impairment provision for 12 months expected credit losses if there has not been a significant increase in credit risk since initial recognition or recognises the impairment provision for the lifetime expected credit losses (ECLs) if such credit risk has increased since initial recognition after taking into consideration all reasonable and verifiable information that includes forecasts. On the other hand, for accounts receivable or contract assets that do not contain a significant financing component, the Company recognises the impairment provision for lifetime ECLs.

  • (10) Derecognition of financial assets

  • The Company derecognises a financial asset when the contractual rights to receive the cash flows from the financial asset expire.

  • (11) Inventories

The standard cost method is applied, and 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 realisable value. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated cost of completion and applicable variable selling expenses. When the cost of inventories exceeds the net realisable value the amount of any write-down of inventories is recognised as cost of sales during the period; and the amaunt of any reversal of inventory write-down is recognised as a reduction in the cost of sales during the period.

  • (12) Investments accounted for under the equity method - subsidiaries

  • 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.

~19~

  • B. Unrealised 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 recognises 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 recognise its share in the subsidiary's loss proportionately.

  • D. 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.

  • (13) Property, plant and equipment

  • A. Property, plant and equipment are initially recorded at cost. Borrowing costs incurred during the construction period are capitalised.

  • B. Subsequent costs are included in the asset’s carrying amount or recognised 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 derecognised. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.

  • C. 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:

~20~

==> picture [443 x 14] intentionally omitted <==

----- Start of picture text -----

Assets Estimated useful lives
----- End of picture text -----

Assets Est imate d use ful lives
Buildings and structures 2 35 years
Machinery and equipment 2 12 years
Transportation equipment 2 5 years
Office equipment 2 9 years
Other equipment 2 19 years

(14) Intangible assets

Professional skills and computer software, etc. are stated at cost and amortized on a straight-line basis over its estimated useful life of 3 ~ 5 years.

  • (15) Leasing arrangements (lessee) right-of-use assets/ lease liabilities (Effective 2019)

  • A. Leases are recognised as a right-of-use asset and a corresponding lease liability at the date at which the leased asset is available for use by the Group. For short-term leases or leases of lowvalue assets, lease payments are recognised as an expense on a straight-line basis over the lease term.

  • B. Lease liabilities include the net present value of the remaining lease payments at the commencement date, discounted using the incremental borrowing interest rate. Lease payments are fixed payments less any lease incentives receivable. The Group subsequently measures the lease liability at amortised cost using the interest method and recognises interest expense over the lease term. The lease liability is remeasured and the amount of remeasurement is recognised as an adjustment to the right-of-use asset when there are changes in the lease term or lease payments and such changes do not arise from contract modifications.

  • C. At the commencement date, the right-of-use asset is stated at cost of under the amount of the initial measurement of lease liability. The right-of-use asset is measured subsequently using the cost model and is depreciated from the commencement date to the earlier of the end of the asset’s useful life or the end of the lease term. When the lease liability is remeasured, the amount of remeasurement is recognised as an adjustment to the right-of-use asset.

  • (16) Operating leases (lessee) (Prior to 2019)

  • Payments made under an operating lease (net of any incentives received from the lessor) are recognised in profit or loss on a straight-line basis over the lease term.

  • (17) 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 recognised 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 recognised 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 recognised.

~21~

(18) Borrowings

Borrowings comprise short-term bank borrowings. Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest method.

(19) Notes and accounts payable

  • A. Accounts payable are liabilities for purchases of raw materials, goods or services and notes payable are those resulting from operating and non-operating activities.

  • B. The short-term notes and accounts payable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.

(20) 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. At initial recognition, the Company measures financial guarantee contracts at fair value and subsequently at the higher of amount of provisions determined by the expected credit losses and the cumulative gains that were previously recognised.

  • (21) Derecognition of financial liabilities

A financial liability is derecognised when the obligation under the liability specified in the contract is discharged, cancelled or expires.

  • (22) 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 recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously.

  • (23) 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 recognised as expense in that period when the employees render service.

  • B. Pensions

  • (a) Defined contribution plan

For defined contribution plan, the contributions are recognised as pension expense when they are due on an accrual basis. Prepaid contributions are recognised 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 recognised in the balance sheet

~22~

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 recognised in other comprehensive income in the period in which they arise, and recorded as retained earnings.
  • C. Employees’ compensation and directors’ remuneration

    • Employees’ compensation and directors’ remuneration are recognised as expenses and liability, 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.
  • (24) 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 recognised 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 recognised is based on the number of equity instruments that eventually vest.

  • (25) Income tax

  • A. The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or items recognised directly in equity, in which cases the tax is recognised 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 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.

~23~

  • C. Deferred income tax is recognised, 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 enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

  • D. Deferred income tax assets are recognised 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, unrecognised and recognised 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 recognised amounts and there is an intention to settle on a net basis or realise 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 realise the asset and settle the liability simultaneously.

  • (26) 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.

  • (27) 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.

  • (28) Revenue recognition

  • A. Sales of goods

    • (a) The Company manufactures and sells API, intermediates, etc. Sales are recognised when control of the products has transferred, and there is no unfulfilled obligation that could affect the customer’s acceptance of the products. Delivery occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred to the customer, and either the customer has accepted the products in accordance with the sales contract, or the Company has objective evidence that all criteria for acceptance have been satisfied.

~24~

  • (b) Revenue is recognised based on the price specified in the contract, net of the sales returns and discounts. Accumulated experience is used to estimate and provide for the sales returns and discounts, using the expected value method, and revenue is only recognised to the extent that it is highly probable that a significant reversal will not occur. The estimation is subject to an assessment at each reporting date. As the time interval between the transfer of committed goods or service and the payment of customer does not exceed one year, the Company does not adjust the transaction price to reflect the time value of money.

  • (c) A receivable is recognised when the goods are delivered as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due.

  • B. Sales of services

  • (a) The Company provides technology development and consultation services. Revenue from providing services is recognised in the accounting period in which the services are rendered. For fixed-price contracts, revenue is recognised based on the service rendered up to the end of the reporting period as a proportion of the total services to be provided. The customer pays at the time specified in the payment schedule. If the services rendered exceed the payment, a contract asset is recognised. If the payments exceed the services rendered, a contract liability is recognised.

  • (b) The Company’s estimate about revenue, costs and progress towards complete satisfaction of a performance obligation is subject to a revision whenever there is a change in circumstances. Any increase or decrease in revenue or costs due to an estimate revision is reflected in profit or loss during the period when the management becomes aware of the changes in circumstances.

  • C. Incremental costs of obtaining a contract

  • Given that the contractual period lasts less than one year, the Company recognises the incremental costs (mainly comprised of sales commissions) of obtaining a contract as an expense when incurred although the Group expects to recover those costs.

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

None.

~25~

(2) Critical accounting estimates and assumptions

  • A. Evaluation of inventories

  • (a) As inventories are stated at the lower of cost and net realisable value, the Company must determine the net realisable value of inventories on balance sheet date using judgments and estimates. As the manufacturing process is long and complex, causing longer materials lead time, the waiting period for product registration is long, and the timing of customers’ product launch may be deferred, 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 realisable 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, 2019, the carrying amount of inventories was $1,100,695.

  • B. Realisability of deferred tax assets

  • (a) Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences can be utilised. Assessment of the realisability of deferred 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, 2019, the Company recognised deferred income tax assets amounting to $504,946.

6. DETAILS OF SIGNIFICANT ACCOUNTS

(1) CASH AND CASH EQUIVALENTS

$504,946.
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
December31,2019
30
$ 130,132
130,162
2,620,500
269,748
2,890,248
3,020,410
$
December31,2018
30
$ 161,949
161,979
3,633,833
279,644
3,913,477
4,075,456
$
  • A. The Company transacts 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, 2019 and 2018 are provided in Note 8.

~26~

(2) FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS

==> picture [482 x 185] intentionally omitted <==

----- Start of picture text -----

Items December 31, 2019 December 31, 2018
Current items:
Financial assets mandatorily measured at fair value
through profit or loss
Derivatives $ 2,920 $ 409
Non-current items:
Financial assets mandatorily measured at fair value
through profit or loss
Unlisted stocks $ 4,620 $ 4,620
Valuation adjustment ( 4,620) ( 4,620)
- -
$ $
----- End of picture text -----

  • A. The Company recognised net loss of $2,552 and $18,000 on financial assets at fair value through profit or loss (listed as Other gains and losses”) for the years ended December 31, 2019 and 2018, respectively.

  • B. The Company entered into contracts relating to derivative financial liabilities which were not accounted for under hedge accounting. The information is listed below (Units in thousands of currencies indicated):

Items
Forward foreign exchange contracts
Items
Forward foreign exchange contracts
December 31, 2019
Contract amount
Contract period
USD 13,553
10.2019~3.2020
December31,2018
Contract amount
Contract period
USD 8,870
11.2018~2.2019

The Company 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.

  • C. The Company has no financial assets at fair value through profit or loss pledged to others as of December 31, 2019 and 2018.

(3) ACCOUNTS RECEIVABLE, NET

December 31, 2019 and 2018.
ACCOUNTS RECEIVABLE, NET
December 31,2019 December 31,2018
Accounts receivable $ 563,092
$ 550,774
Less: Loss allowance ( 236)
( 34)
$ 562,856 $ 550,740

~27~

  • A. The ageing analysis of accounts receivable is as follows:
Not past due
Less than 30 days
Between 31 to 90 days
December31,2019
December 31, 2018
441,811
$ 516,006
$ 73,342
34,197

47,939
571

563,092
$ 550,774
$

The above ageing analysis is based on past due date.

  • B. As of December 31, 2019 and 2018, accounts receivable arose from contracts with customers. As of January 1, 2018, the balance of receivables from contracts with customers amounted to $567,251.

  • C. As of December 31, 2019 and 2018, the Company does not hold any collateral as security.

  • D. As of December 31, 2019 and 2018, without taking into account any collateral held or other credit enhancements, the maximum exposure to credit risk in respect of the amount that best represents the Company’s accounts receivable is the book value.

  • E. Information relating to credit risk of accounts receivable is provided in Note 12(2).

(4) INVENTORIES

INVENTORIES
Raw materials
Supplies
Work in process
Finished goods
Raw materials
Supplies
Work in process
Finished goods
Allowance for
Cost
marketprice decline
325,013
$ 49,694)
($ 24,771
2,152)
(
313,720
59,425)
(
825,633
277,171)
(
1,489,137
$ 388,442)
($ December31,2019
December31,2018
Bookvalue
275,319
$ 22,619
254,295
548,462
1,100,695
$
Allowance for
Cost
market price decline
251,213
$ 51,813)
($ 35,767
2,731)
(
595,189
101,051)
(
752,451
235,437)
(
1,634,620
$ 391,032)
($
Bookvalue
199,400
$ 33,036
494,138
517,014
1,243,588
$

The Company recognised expense and loss of inventories for the year:

~28~

Forthe years ended Forthe years ended Forthe years ended December31,
2019 2018
Cost of goods sold $ 1,426,493
$ 1,694,254
Loss on inventory scrap 19,529
2,337
Loss on physical inventory 3,170
3,902
Under applied manufacturing overhead 195,925
111,222
Reversal of allowance for inventory
market price decline (Note) ( 2,590)
( 40,832)
Revenue from sale of sraps ( 8,472)
-
Total cost of goods sold $ 1,634,055
$ 1,770,883

Note: The Company reversed a previous inventory write-down which was accounted for as reduction of cost of goods sold because certain inventory which were previously provided with allowance were again utilised in production.

(5) FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME-

NON-CURRENT

NON-CURRENT
Items
Equity instruments
Listed stocks
Unlisted stocks
Valuation adjustment
December31,2019
217,246
$ 167,673
384,919
30,291
415,210
$
December31,2018
219,576
$ 167,673
387,249

80,868
468,117
$
  • A. The Company has elected to classify investments that are considered to be strategic investments as financial assets at fair value through other comprehensive income. The fair value of such investments is the book value as at December 31, 2019 and 2018.

  • B. As the change in investment strategies and the underlying share price of investment target is higher than the underwriting price of the over-allotment, the over-allotment shares was fully refunded. The Company sold $4,189 and $3,733 of equity instruments at fair value and resulted in cumulative gain (loss) on disposal of $1,859 and ($115) which was reclassified to retained earnings during the years ended December 31, 2019 and 2018, respectively.

  • C. Amounts recognised in other comprehensive income in relation to the financial assets at fair value through other comprehensive income are listed below:

Equity instruments at fair value through other For theyears ended For theyears ended December31,
comprehensiveincome 2019 2018
Fair value change recognised in other
comprehensive income ($ 48,718) ($ 67,722)
Cumulative (gains) losses reclassified to
retained earnings due to derecognition ($ 1,859) $ 115

~29~

  • D. The Company has no financial assets at fair value through other comprehensive income pledged to others as of December 31, 2019 and 2018.

(6) INVESTMENTS ACCOUNTED FOR UNDER THE EQUITY METHOD

Forthe years ended Forthe years ended Forthe years ended December31,
2019 2018
At January 1 $ 745,548
$ 664,118
Addition of investments accounted
for using equity method 1,192,251 409,149
Share of profit or loss of investments
accounted for using equity method ( 117,725)
( 306,232)
Changes in other equity items
(Note 6(17)) ( 56,865)
( 21,487)
At December 31 $ 1,763,209 $ 745,548
December 31, 2019 December31,2018
Subsidiaries:
SPT International, Ltd. $ 1,763,097
$ 745,452
ScinoPharm Singapore Pte Ltd. 112 96
$ 1,763,209
$ 745,548
  • A. 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, 2019.

  • B. The share of loss of subsidiaries, associates and joint ventures accounted for under the equity method amounted to ($117,725) and ($306,232) for the years ended December 31, 2019 and 2018, respectively.

  • C. As of December 31, 2019 and 2018, the Company does not hold any investment accounted for under the equity method as collateral.

~30~

(7) PROPERTY, PLANT AND EQUIPMENT

Construction in
progress and
Machinery and Transportation Office Other equipment before
January 1, 2019 Buildings equipment equipment equipment equipment acceptance inspection Total
Cost $ 2,509,751
$ 4,496,132
$ 18,851
$ 161,378
$ 3,956
$ 1,056,179
$ 8,246,247
Accumulated depreciation ( 971,249)
( 3,721,669)
( 17,358)
( 137,439)
( 1,995)
- ( 4,849,710)
Accumulated impairment - ( 8,577) - - - - ( 8,577)
$ 1,538,502 $ 765,886 $ 1,493 $ 23,939 $ 1,961 $ 1,056,179 $ 3,387,960
For the year ended December 31, 2019
At January 1 $ 1,538,502
$ 765,886
$ 1,493
$ 23,939
$ 1,961
$ 1,056,179
$ 3,387,960
Additions - 3,029 - - - 21,681 24,710
Reclassified from prepayments
for equipment
- - - - - 82,142 82,142
Reclassified upon completion 7,990 87,598 - 21,962 - ( 117,550)
-
Transferred to intangible assets - - - - - ( 6,500)
( 6,500)
Transfered to loss (Note) - - - - - ( 22,726)
( 22,726)
Depreciation charge ( 106,779)
( 152,577)
( 1,065)
( 12,112)
( 174)
- ( 272,707)
DisposalsCost - ( 44,398)
- ( 12,293)
- - ( 56,691)
' Accumulated depreciation - 44,398 - 12,293 - - 56,691
Impairment loss - ( 707) - - - - ( 707)
At December 31 $ 1,439,713 $ 703,229 $ 428 $ 33,789 $ 1,787 $ 1,013,226 $ 3,192,172
December 31, 2019
Cost $ 2,517,741
$ 4,542,361
$ 18,851
$ 171,047
$ 3,956
$ 1,013,226
$ 8,267,182
Accumulated depreciation ( 1,078,028)
( 3,829,848)
( 18,423)
( 137,258)
( 2,169)
- ( 5,065,726)
Accumulated impairment - ( 9,284) - - - - ( 9,284)
$ 1,439,713 $ 703,229 $ 428 $ 33,789 $ 1,787 $ 1,013,226 $ 3,192,172

~31~

Construction in
progress and
Machinery and Transportation Office Other equipment before
January 1, 2018 Buildings equipment equipment equipment equipment acceptance inspection Total
Cost $ 2,502,973
$ 4,449,039
$ 19,177
$ 155,359
$ 3,956
$ 1,059,214
$ 8,189,718
Accumulated depreciation ( 863,970)
( 3,563,217)
( 16,728)
( 123,526)
( 1,789)
- ( 4,569,230)
Accumulated impairment - ( 10,899) - - - - ( 10,899)
$ 1,639,003 $ 874,923 $ 2,449 $ 31,833 $ 2,167 $ 1,059,214 $ 3,609,589
For the year ended December 31, 2018
At January 1 $ 1,639,003
$ 874,923
$ 2,449
$ 31,833
$ 2,167
$ 1,059,214
$ 3,609,589
Additions - 6,287 - - - 29,889 36,176
Reclassified from prepayments
for equipment - - - - - 38,585 38,585
Reclassified upon completion 6,778 43,357 733 6,292 - ( 57,160)
-
Transfered to loss (Note) - - - - - ( 14,349)
( 14,349)
Depreciation charge ( 107,279)
( 161,003)
( 1,689)
( 14,186)
( 206)
- ( 284,363)
DisposalsCost - ( 2,551)
( 1,059)
( 273)
- - ( 3,883)
' Accumulated depreciation - 2,551 1,059 273 - - 3,883
Reversal of impairment loss - 2,322 - - - -
2,322
At December 31 $ 1,538,502 $ 765,886 $ 1,493 $ 23,939 $ 1,961 $ 1,056,179 $ 3,387,960
December 31, 2018
Cost $ 2,509,751
$ 4,496,132
$ 18,851
$ 161,378
$ 3,956
$ 1,056,179
$ 8,246,247
Accumulated depreciation ( 971,249)
( 3,721,669)
( 17,358)
( 137,439)
( 1,995)
- ( 4,849,710)
Accumulated impairment - ( 8,577) - - - - ( 8,577)
$ 1,538,502 $ 765,886 $ 1,493 $ 23,939 $ 1,961 $ 1,056,179 $ 3,387,960

~32~

  • Note The Company did not accept the customized equipment ordered from the vendor as its format and efficiency did not meet expectations. In April 2019, both parties reached a consensus. The vendor refunded and terminated the purchase of equipment and the Company transfered the balance of the related construction in progress and equipment before acceptance inspection to loss.

  • A. The Company has not capitalised any interest for the years ended December 31, 2019 and 2018.

  • B. The Company’s property, plant and equipment were owner-occupied for the years ended December 31, 2019 and 2018.

  • C. Information about reversal of impairment loss and impairment loss on property, plant and equipment is provided in Note 6(9).

  • D. As of December 31, 2019 and 2018, no property, plant and equipment were pledged to others as collateral.

  • (8) Leasing arrangements lessee (Effective 2019)

  • A. The Company leases land. Rental contracts are typically made for periods of 50 years (including option to extend the leases). Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose covenants, but leased assets may not be used as security for borrowing purposes.

  • B. Short-term leases with a lease term of 12 months or less pertain to office premises and low-value assets pertain to computers.

  • C. The carrying amount of right-of-use assets and the depreciation charge are as follows:

C. assets pertain to computers.
The carrying amount of right-of-use assets and the depreciation charge are as follows:
assets pertain to computers.
The carrying amount of right-of-use assets and the depreciation charge are as follows:
D. The information on profit and loss accounts relating to lease contracts is as follows:
December31,2019
For the year ended
December 31, 2019
Carrying amount
Depreciationcharge
Land
602,221
$ 15,148
$ For the year ended
December31,2019
Items affecting profit or loss
Interest expense on lease liabilities
$ 8,510
Expense on short-term lease contracts
2,487
Expense on leases of low-value assets
877
$ 8,510
2,487
877
  • F. For the year ended December 31, 2019, the Company’s total cash outflow for leases were $23,209.

(9) IMPAIRMENT OF NON-FINANCIAL ASSETS

  • A. The Company recognised impairment loss for the years ended December 31, 2019 and 2018 in - -

  • the amount of $707 and $ , respectively, and reversed the impairment loss amounting to $ and $2,322 for the years ended December 31, 2019 and 2018, respectively (listed as ‘Other gains and losses’) as some of the idle machineries were again utilised in production. For details of accumulated impairment, please refer to Note 6(7).

~33~

B. The (gain on reversal of) impairment loss reported by operating segments are as follows:

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----- Start of picture text -----

For the years ended December 31,
2019 2018
Recognised in other Recognised in other
Recognised in comprehensive Recognised in comprehensive
Department profit or loss income profit or loss income
ScinoPharm Taiwan $ 707 $ - ($ 2,322) $ -
----- End of picture text -----

(10) SHORT-TERM BORROWINGS

==> picture [453 x 15] intentionally omitted <==

----- Start of picture text -----

Type of borrowings December 31, 2019 Interest rate range Collateral
----- End of picture text -----

Type of borrowings Decem ber31,2019 Interest rate range Collateral
Bank loans
Unsecured loans $ 61,694 3.17%3.31% None
  • A. December 31, 2019: None.

  • B. Please refer to Note 6(21) for interest expense recognised in profit or loss for the years ended December 31, 2019 and 2018.

(11) OTHER PAYABLES

December 31, 2019 and 2018.
OTHER PAYABLES
Accrued salaries and bonuses
Accrued employees' compensation
and directors' remuneration
Payables on equipment
Others
December31,2019
61,630
$ 28,493
28,117
167,052
285,292
$
December31,2018
63,026
$ 54,605
19,332
156,983
293,946
$

(12) PENSIONS

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

~34~

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.

  • (a) The amounts recognised in the balance sheet are as follows:
December 31,2019 December 31,2018
Present value of defined benefit obligations $ 127,729
$ 121,105
Fair value of plan assets ( 45,547)
( 44,242)
Net defined benefit liability $ 82,182 $ 76,863

(b) Movements in net defined liabilities are as follows:

Present value of
For the year ended defined benefit Fair value of Net defined
December 31, 2019 obligations planassets benefit liability
At January 1 $ 121,105
($ 44,242)
$ 76,863
Current service cost 1,579 - 1,579
Interest expense (income) 1,211 ( 442) 769
123,895 ( 44,684) 79,211
Remeasurements:
Return on plan assets - ( 1,976)
( 1,976)
Change in financial
assumptions 3,927 - 3,927
Experience adjustments 3,985 - 3,985
7,912 ( 1,976) 5,936
Pension fund contribution - ( 2,965) ( 2,965)
Paid pension ( 4,078)
4,078 -
At December 31 $ 127,729 ($ 45,547) $ 82,182

~35~

Present value of
For the year ended defined benefit Fair value of Net defined
December 31, 2018 obligations planassets benefitliability
At January 1 $ 119,272
($ 49,960)
$ 69,312
Current service cost 1,425
-
1,425
Interest expense (income) 1,431
( 600)
831
122,128
( 50,560)
71,568
Remeasurements:
Return on plan assets -
( 1,417)
( 1,417)
Change in financial
assumptions 2,606 -
2,606
Experience adjustments 7,139 -
7,139
9,745 ( 1,417) 8,328
Pension fund contribution - ( 3,033)
( 3,033)
Paid pension ( 10,768)
10,768 -
At December 31 $ 121,105
($ 44,242) $ 76,863

(c) 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 securitisation 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 authorised 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, 2019 and 2018 is given in the Annual Labor Retirement Fund Utilisation Report announced by the government.

  • (d) The principal actuarial assumptions used were as follows:
Discount rate
Future salary increases
Forthe years endedDecember31, Forthe years endedDecember31,
2019
0.70%
3.00%
2018
1.00%
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, 2019 and 2018.

~36~

Because the main actuarial assumption changed, the present value of defined benefit obligation is affected. The analysis was as follows:

==> picture [438 x 121] intentionally omitted <==

----- Start of picture text -----

Discount rate Future salary increases
Increase 0.25% Decrease 0.25% Increase 0.25% Decrease 0.25%
December 31, 2019
Effect on present value of
defined benefit obligation ($ 3,284) $ 3,403 $ 3,000 ($ 2,916)
December 31, 2018
Effect on present value of
defined benefit obligation ($ 3,246) $ 3,367 $ 2,991 ($ 2,905)
----- End of picture text -----

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.

  • (e) Expected contributions to the defined benefit pension plan of the Company for 2020 amounted to $2,890.

  • (f) As of December 31, 2019, the weighted average duration of that retirement plan is 11 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
3,902
$ 22,017
119,194
145,113
$
  • 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 recognised under the defined contribution plan were $24,621 and $23,798 for the years ended December 31, 2019 and 2018, 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 and December 31 For theyears ended December31,
2019
790,739
2018
790,739
  • B. As of December 31, 2019, the Company’s authorised capital was $10,000,000 and the paid-in capital was $7,907,392 (790,739 thousand shares) with a par value of $10 (in dollars) per share.

~37~

All proceeds from shares issued have been collected.

(14) CAPITAL RESERVE

  • 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 capitalised 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:

At January 1
Employee stock options
compensation cost
Company
Employee stock options forfeited
Company
Subsidiaries
At December 31
At January 1
Employee stock options
compensation cost
Company
Employee stock options forfeited
Company
Subsidiaries
At December 31
Share premium
Stockoptions
Total
1,237,787
$ 54,768
$ 1,292,555
$ -
2,050
2,050
7,686
7,686)
(
-

209
209)
(
-

1,245,682
$ 48,923
$ 1,294,605
$
Forthe yearendedDecember31,2019
For the year ended December 31, 2018
Share premium
Stockoptions
Total
1,237,787
$ 54,768
$ 1,292,555
$ -
2,050
2,050
7,686
7,686)
(
-

209
209)
(
-

1,245,682
$ 48,923
$ 1,294,605
$
Forthe yearendedDecember31,2019
For the year ended December 31, 2018
Share premium
Stockoptions
1,235,148
$ 51,724
$ -
5,683
2,249
2,249)
(
390
390)
(
1,237,787
$ 54,768
$
Total
1,286,872
$ 5,683
-
-
1,292,555
$

(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 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, 2019, for the issued 1 million units, 1.5 million units and 1.5 million units of

~38~

employee stock options, the exercise price was adjusted based on the specific formula to $74.5 (in dollars) per share, $37.2 (in dollars) per share and $37.7 (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 recognised compensation cost relating to the employee stock options plan of $2,050 and $5,683 for the years ended December 31, 2019 and 2018, respectively.

  • B. Details of the share-based payment arrangement are as follows:
For theyear ended December31,2019 December31,2019
Weighted-average
Number of options exercise price
(unitinthousands ) (indollars)
Options outstanding at beginning of the year 2,725 $ 46.08
Options forfeited ( 520) 46.89
Options outstanding at end of the year 2,205 45.05
Options exercisable at end of the year 1,967 45.93
Forthe yearended December31,2018
Weighted-average
Number of options exercise price
(unitinthousands ) (indollars)
Options outstanding at beginning of the year 3,075 $ 46.53
Options forfeited ( 350) 44.56
Options outstanding at end of the year 2,725 46.08
Options exercisable at end of the year 1,908 54.00
  • C. The expiry date and exercise prices of the employee stock options outstanding at balance sheet date is as follows:
Grant date
12.3.2013
11.6.2015
10.14.2016
No. of stocks
Exercise price
No. of stocks
Exercise price
Expiry date
(unitinthousands)
(indollars)
(unitinthousands)
(indollars)
12.2.2023
451
74.50
$ 572
75.90
$ 11.5.2025
802
37.20
1,037
37.90
10.13.2026
952
37.70
1,116
38.40
December31,2019
December31,2018
  • 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:

~39~

Stock
Type of
price
arrangement
Grant date
(in dollars)

Employee
12.3.2013
91.70
$ stock options
Employee
11.6.2015
41.65
stock options
Employee
10.14.2016
40.55
stock options
Exercise
price
(in dollars)
91.70
$ 41.65
40.55
Price
volatility
28.50%
(Note)
37.63%
(Note)
37.20%
(Note)
Fair
value
Option
Expected
Interest
per unit
life
dividends
rate
(in dollars)
10 years
1.5%
1.7145%
26.045
$ 10 years
1.5%
1.2936%
13.799
10 years
1.5%
0.9223%
13.171

Note: According to daily returns of the Company's stock for the previous year, the annualised volatility is 28.50%, 37.63% and 37.20%, respectively.

(16) 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 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.

~40~

  • D. The Company recognised cash dividends distributed to owners amounting to $387,462 ($0.49 (in dollars) per share) and $379,555 ($0.48 (in dollars) per share) for the years ended December 31, 2019 and 2018, respectively. On March 20, 2020, the Board of Directors proposed for the distribution of cash dividends of $213,500 ($0.27 (in dollars) per share) from 2019 earnings.

(17) OTHER EQUITY ITEMS

OTHER EQUITY ITEMS
Forthe yearendedDecember31, 2019
Unrealised gain (loss)
Currency translation onvaluation Total
At January 1 ($ 41,252)
$ 80,868
$ 39,616
Revaluation -
( 48,718)
( 48,718)
Revaluation transferred to retained -
( 1,859)
( 1,859)
earnings
Currency translation differences
- Group ( 56,865)
- ( 56,865)
At December 31 ($ 98,117) $ 30,291 ($ 67,826)
For the year ended December 31, 2018
Unrealised gain (loss)
Currency translation onvaluation Total
At January 1 ($ 19,765)
$ -
($ 19,765)
Effect on retrospective application
and restatement - 148,475 148,475
Balance after restatement
on January 1 ( 19,765)
148,475 128,710
Revaluation -
( 67,722)
( 67,722)
Revaluation transferred to retained - 115 115
earnings
Currency translation differences
- Group ( 21,487)
- ( 21,487)
At December 31 ($ 41,252) $ 80,868 $ 39,616

(18) OPERATING REVENUE

A. Disaggregation of revenue from contracts with customers

The Company derives revenue from the transfer of goods and services over time and at a point in time in the following major product lines:

~41~

Injection
Technical
Other
For the year ended
API
Product
Servical
Operating
December 31, 2019
Revenue
Revenue
Revenue
Revenue
Timing of revenue
recognition:
At a point in time
2,543,599
$ 138,202
$ -
$ -
$ Over time
-
-

86,642
44,604
2,543,599
$ 138,202
$ 86,642
$ 44,604
$ Technical
Other
For the year ended
API
Servical
Operating
December31,2018
Revenue
Revenue
Revenue
Timing of revenue
recognition:
At a point in time
3,328,551
$ -
$ -
$ $ Over time
-
101,888
39,670
3,328,551
$ 101,888
$ 39,670
$ $
Injection
Technical
Other
For the year ended
API
Product
Servical
Operating
December 31, 2019
Revenue
Revenue
Revenue
Revenue
Timing of revenue
recognition:
At a point in time
2,543,599
$ 138,202
$ -
$ -
$ Over time
-
-

86,642
44,604
2,543,599
$ 138,202
$ 86,642
$ 44,604
$ Technical
Other
For the year ended
API
Servical
Operating
December31,2018
Revenue
Revenue
Revenue
Timing of revenue
recognition:
At a point in time
3,328,551
$ -
$ -
$ $ Over time
-
101,888
39,670
3,328,551
$ 101,888
$ 39,670
$ $
Total
2,681,801
$ 131,246
2,813,047
$ Total
$ 3,328,551

141,558
3,470,109
$
  • B. The Company has recognised contract liabilities related to the contract revenue from advance customer payment of $46,789, $22,541 and $23,366 on December 31, 2019, December 31, 2018 and January 1, 2018, respectively.

  • C. The revenue recognised that was included in the contract liability balance at the beginning of the year amounted to $21,908 and $7,900 for the years ended December 31, 2019 and 2018, respectively.

(19) OTHER INCOME

respectively.
OTHER INCOME
Interest income from bank deposits
Management service revenue
Joint loan guarantee revenue
Compensation revenue
Government subsidy revenue
Others
For the years ended December 31,
2019
28,541
$ 13,699
2,095
37,999
8,963
3,539
94,836
$
2018
20,677
$ 9,773
3,346
9,051
-
5,699
48,546
$

~42~

(20) OTHER GAINS AND LOSSES

Net loss on financial assets/liabilities at fair value through profit or loss Gain on disposal of property, plant and equipment Gain on reversal of ( impairment loss) Net currency exchange (loss) gain Miscellaneous

==> picture [213 x 161] intentionally omitted <==

----- Start of picture text -----

For the years ended December 31,
2019 2018
($ 2,552) ($ 18,000)
- 78
( 707) 2,322
( 2,409) 6,399
( 38,694) ( 26,176)
($ 44,362) ($ 35,377)
----- End of picture text -----

(21) FINANCE COSTS

FINANCE COSTS
EXPENSES BY NATURE
Interest expense:
Bank loans
Interest on lease liabilities
Employee benefit expenses
Depreciation of property, plant and
equipment
Depreciation of right-of-use assets
Amortisation
Employee benefit expenses
Depreciation of property, plant and
equipment
Amortisation
2019
2018
22
$ 4,456
$ 8,510
-

8,532
$ 4,456
$ For theyears ended December31,
Operating costs
Operating expenses
Total
359,190
$ 297,196
$ 656,386
$ 181,967
90,740
272,707
-
15,148
15,148
2,407
5,286
7,693
543,564
$ 408,370
$ 951,934
$ Operating costs
Operating expenses
Total
358,801
$ 316,459
$ 675,260
$ 185,726
98,637
284,363
2,175
3,063
5,238
546,702
$ 418,159
$ 964,861
$ Forthe yearendedDecember31,2018
For the year ended December 31, 2019
For theyears ended December31,
2018
4,456
$ -
4,456
$
Operating costs

358,801
$ 185,726
2,175
546,702
$
Operating expenses
316,459
$ 98,637
3,063
418,159
$

(22) EXPENSES BY NATURE

~43~

(23) EMPLOYEE BENEFIT EXPENSES

EMPLOYEE BENEFIT EXPENSES
Salaries and wages
Labor and health insurance expenses
Pension costs
Directors’ compensation
Other personnel expenses
Salaries and wages
Labor and health insurance expenses
Pension costs
Directors’ compensation
Other personnel expenses
Operating costs
Operating expenses
Total
302,591
$ 237,642
$ 540,233
$ 28,587

18,800
47,387

16,188
10,781
26,969
-
14,547

14,547

11,824
15,426
27,250
359,190
$
297,196
$ 656,386
$ Forthe yearendedDecember31,2019
Operating costs
Operatingexpenses
Total
305,110
$ 254,576
$ 559,686
$ 26,876

18,672
45,548
15,544
10,510

26,054
-
18,902
18,902

11,271
13,799
25,070

358,801
$ 316,459
$ 675,260
$ Forthe yearendedDecember31,2018
559,686
$ 45,548
26,054
18,902

25,070
675,260
$
  • A. As of December 31, 2019 and 2018, the Company had 638 and 630 employees, respectively, both including 13 directors who were non-employee directors.

  • B. For the years ended December 31, 2019 and 2018, the average employee benefit expense were $1,027 and $1,064, respectively; while the average wages and salaries were $864 and $907, respectively. For the year ended December 31, 2019, the average employee benefit expense decreased by 4.74%

  • C. According to the Articles of Incorporation of the Company, a ratio of distributable profit of the current year, 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.

  • D. For the years ended December 31, 2019 and 2018, employees’ compensation was accrued at $24,651 and $46,765, respectively; while directors’ remuneration was accrued at $3,842 and $7,840, respectively. The aforementioned amounts were recognised in salary expenses. The expenses recognised 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 20, 2020, the Board of Directors resolved to distribute employees’ compensation and directors’ remuneration of $24,651 and $2,942, respectively, and the employees’ compensation will be distributed in the form of cash.

~44~

The actual amount approved at the Board of Directors’ meeting for employees’ compensation and directors’ remuneration for 2018 was the same as the estimated amount recognised in the 2018 financial statements. 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.

(24) INCOME TAX

A. Income tax expense

  • (a) Components of income tax expense:
Forthe years ended Forthe years ended December31,
2019 2018
Current income tax:
Income tax in the current year $ 63,001
$ 138,947
Tax on unappropriated retained earnings 227 84
Over provision of prior year's income tax ( 436) ( 1,256)
Total current tax 62,792 137,775
Deferred income tax:
Origination and reversal of temporary differences ( 32,934)
( 50,485)
Impact of change in tax rate - ( 62,617)
Total deferred tax ( 32,934) ( 113,102)
Income tax expense $ 29,858
$ 24,673

(b) The income tax relating to components of other comprehensive income is as follows:

For the years ended For the years ended December 31,
2019 2018
Remeasurement of defined benefit obligations ($ 1,187)
($ 1,667)
Impact of change in tax rate - ( 96)
($ 1,187)
($ 1,763)
  • B. Reconciliation between income tax expense and accounting profit:
Forthe years ended Forthe years ended December 31,
2019 2018
Income tax at statutory tax rate $ 49,303
$ 93,530
Effect of items disallowed by tax regulation ( 17,458)
( 1,856)
Impact of change in tax rate - ( 62,617)
Effect of investment tax credits ( 1,778)
( 3,212)
Tax on unappropriated retained earnings 227 84
Over provision of prior year's income tax ( 436)
( 1,256)
Income tax expense $ 29,858 $ 24,673

~45~

C. Amounts of deferred tax assets or liabilities as a result of temporary differences are as follows: For the year ended December 31, 2019

Recognised Recognised
in other
Recognised in comprehensive
January1 profit or loss income December31
Deferred tax assets:
Temporary differences
Unrealised loss on inventory
market value decline $ 78,206
($ 518)
$ -
$ 77,688
Unrealised loss on
components and spare parts
market value decline - 16,203 - 16,203
Investment loss 354,208 23,545 - 377,753
Technology know-how 12,326 ( 4,350)
- 7,976
Pensions 15,373 ( 124)
1,187 16,436
Employee benefits - unused
compensated absences 4,812 ( 153)
- 4,659
Impairment of assets 1,716 141 - 1,857
Unrealised exchange loss 811 613 - 1,424
Unrealised loss 2,870 ( 2,683)
-
187
Rent expense - 763 -
763
$ 470,322
$ 33,437 $ 1,187
$ 504,946
Deferred tax liabilities:
Temporary differences
Unrealised gain on financial
instruments ($ 81) ($ 503) $ -
($ 584)
$ 470,241 $ 32,934 $ 1,187 $ 504,362

~46~

Deferred tax assets:
Temporary differences
Unrealised loss on inventory
market value decline
Investment loss
Technology know-how
Pensions
Employee benefits - unused
compensated absences
Impairment of assets
Unrealised exchange loss
Unrealised equipment loss
Deferred tax liabilities:
Temporary differences
Unrealised gain on financial
instruments
Recognised
in other
Recognised in comprehensive
January1
profit or loss
income
December31
73,417
$ 4,789
$ -
$ 78,206
$ 249,018
105,190
-
354,208
14,174
1,848)
(
-
12,326
11,783
1,827
1,763
15,373
3,996
816
-
4,812
1,853
137)
(
-
1,716
1,135
324)
(
-
811
-
2,870
-
2,870
355,376
$ 113,183
$ 1,763
$ 470,322
$ -
$ 81)
($ -
$ 81)
($ 355,376
$ 113,102
$ 1,763
$ 470,241
$ Forthe yearendedDecember31,2018
  • D. The Company’s income tax returns through 2017 have been assessed and approved by the Tax Authority, and there were no disputes existing between the Company and the Authority as of March 20, 2020.

  • E. The amendments to the Income Tax Act were promulgated and became effective on February 7, 2018. Under the amendments, the corporate income tax rate will be raised from 17% to 20% retroactively effective from January 1, 2018. The Company has assessed the impact of the change in income tax rate and recognised in profit or loss or other comprehensive income based on the nature of temporary differences.

~47~

(25) 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' compensation
Profit attributable to ordinary
stockholders plus assumed
conversion of all dilutive
potential ordinary shares
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' compensation
Profit attributable to ordinary
stockholders plus assumed
conversion of all dilutive
potential ordinary shares
Weighted average number of
shares outstanding
EPS
Amount aftertax
(sharesinthousands)
(indollars)
216,656
$ 790,739
0.27
$ 216,656
$ 790,739
-
-

-
1,336

216,656
$ 792,075

0.27
$ For theyear ended December31,2019
For theyear ended December31,2018
Weighted average number of
shares outstanding
EPS
Amount aftertax
(sharesinthousands)
(indollars)
216,656
$ 790,739
0.27
$ 216,656
$ 790,739
-
-

-
1,336

216,656
$ 792,075

0.27
$ For theyear ended December31,2019
For theyear ended December31,2018
Weighted average number of
shares outstanding
EPS
Amount aftertax
(sharesinthousands)
(indollars)
216,656
$ 790,739
0.27
$ 216,656
$ 790,739
-
-

-
1,336

216,656
$ 792,075

0.27
$ For theyear ended December31,2019
For theyear ended December31,2018
Amount after tax
442,978
$ 442,978
$ -
-
442,978
$
Weighted average number of
shares outstanding
(shares in thousands)
790,739
790,739
-
2,343
793,082
EPS
(in dollars)
0.56
$
0.56
$

For the years ended December 31, 2019 and 2018, some abovementioned stock options issued are anti-dilutive, therefore they were not included in the EPS calculation.

~48~

(26) SUPPLEMENTAL CASH FLOW INFORMATION

A. Investing activities with partial cash payments

For the years ended For the years ended For the years ended December 31,
2019 2018
Purchase of property, plant and equipment 24,710
$
$ 36,176
Add: Beginning balance of payable
on equipment 19,332 33,189
Less: Ending balance of payable on
equipment ( 28,117)
( 19,332)
Cash paid for acquisition of property,
plant and equipment 15,925
$
$ 50,033

B. Investing activities with no cash flow effects:

Investing activities with no cash flow effects:
(a) Prepayments for equipment reclassified to
property, plant and equipment
(b) Property, plant and equipment reclassified
to intangible assets
For the years ended December 31,
2019
82,142
$ 6,500
$
2018
38,585
$
-
$

(27) CHANGES IN LIABILITIES FROM FINANCING ACTIVITIES

Guarantee Liabilities from Liabilities from Liabilities from
Short-term Lease deposits financing
borrowings liabilities received activities-gross
At January 1, 2019 $ 61,694
$ -
$ 1,618
$ 63,312
Effect on retrospective
application and restatement - 900,288 - 900,288
Changes in cash flow from
financing activities ( 61,694)
( 11,335)
( 1,618)
( 74,647)
Changes in other non-cash
items - ( 282,919)
- ( 282,919)
At December 31, 2019 $ - $ 606,034 $ - $ 606,034
Guarantee Liabilities from
Short-term Lease deposits financing
borrowings liabilities received activities-gross
At January 1, 2018 $ -
$ -
$ 1,620
$ 1,620
Changes in cash flow from
financing activities 61,694 - ( 2)
61,692
At December 31, 2018 $ 61,694 $ - $ 1,618 $ 63,312

~49~

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.

  • (2) Names of related parties and relationship

Names of related parties Relationship with the Company Uni-President Enterprises Corp. Ultimate parent company SciAnda (Changshu) Pharmaceuticals, Ltd. Subsidary ScinoPharm Singapore Pte Ltd. Subsidary SciAnda Shanghai Biochemical Technology, Subsidary Ltd. SciAnda (Kunshan) Biochemical Technology Subsidary Co., Ltd. President Securities Corp. Associate of ultimate parent company

  • (3) Significant transactions and balances with related parties

  • A. Purchases

SciAnda (Changshu) Pharmaceuticals, Ltd.
Subsidiaries
2019
2018
335,838
$ 193,686
$ 9,873
17,380
345,711
$ 211,066
$ For theyears ended December31,
2019
2018
335,838
$ 193,686
$ 9,873
17,380
345,711
$ 211,066
$ For theyears ended December31,
193,686
$ 17,380
211,066
$

The terms of purchases and payment of the Company from related parties were the same with third parties. Payments are made in 90 days after receipt of goods.

  • B. Other expenses
Other expenses
Management service fees:
Subsidiaries
Ultimate parent company
Associates of ultimate parent company
Forthe years endedDecember31,
2019
8,864
$ 6,935
2,091
17,890
$
2018
9,479
$ 5,138
2,115
16,732
$

~50~

C. Other revenue

D.
E.
Other receivables
Accounts payable
Management consultancy revenue:
Subsidiaries
Joint loan guarantee revenue:
Subsidiaries
Subsidiaries
SciAnda (Changshu) Pharmaceuticals, Ltd.
Subsidiaries
2019
2018
13,699
$ 9,773
$
2,095
$ 3,346
$
For theyears ended December31,
December 31, 2019
December 31, 2018
5,697
$ 5,625
$ December31,2019
December31,2018
43,725
$ 28,821
$ 1,792

10,486
45,517
$ 39,307
$

F. Endorsements and guarantees provided to related parties Details of endorsement and guarantees:

SciAnda (Changshu)
Pharmaceuticals, Ltd.
Nature ofsuretyship
Financial gurantee
December31,2019
2,063,467
$
December31,2018
2,499,643
$

As of December 31, 2019 and 2018, the actual drawn amounts, which are guaranteed by the Company to the subsidiaries, were $144,234 and $1,178,503, respectively.

(4) Key management compensation

Key management compensation
Salaries and other short-term employee benefits
Share-based payments
Post-employment benefits
Termination benetfits
2019
2018
42,905
$ 47,693
$ 542
2,794
692
581
1,470
1,746
45,609
$ 52,814
$ Forthe years endedDecember31,
2019
42,905
$ 542
692
1,470
45,609
$

8. PLEDGED ASSETS

Details of the Company’s assets pledged as collateral are as follows:

Assets
Time deposits (Note)
December31,2019
29,270
$
December31,2018
Purpose ofcollateral
29,270
$ Customs duty and
performance guarantee
Purpose ofcollateral

~51~

Note: Listed as ‘Other financial assets - non-current’

9. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNISED CONTRACT COMMITMENTS

  • (1) As of December 31, 2019 and 2018, the Company’s unused letters of credit amounted to $7,707 and $3,571, respectively.

  • (2) As of December 31, 2019 and 2018, the Company’s remaining balance due for construction in progress and prepayments for equipment was $18,500 and $73,655, 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, and the new lease agreement has been signed in March covering the period from March 1, 2018 to February 28, 2038. 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. In addition, the Company entered into operating lease agreement for the office equipment and personal computers for a period of 1~4 years. The rent expense of $35,385 (listed as ‘operating cost’ and ‘operating expense’) was recognised in profit or loss for the year ended December 31, 2018. The future aggregate minimum lease payments under non-cancellable operating leases are as follows:

leases are as follows:
Within one year
Later than one year but not exceeding five years
Later than five years
December 31, 2018
26,834
$ 95,025

334,009
455,868
$
  • (4) Information about endorsement and guarantee to others is provided in Note 7(3) F.

10. SIGNIFICANT DISASTER LOSS: None.

11. SIGNIFICANT EVENTS AFTER THE BALANCE SHEET DATE:

In order to integrate the Group’s resources and improve management efficiency, on November 1, 2019, the Company’s Board of Directors has resolved to conduct an the organisational restructuring through the short form merger of SciAnda (Changshu) Pharmaceuticals, Ltd. and SciAnda (Kunshan) Biochemical Technology, Ltd., with SciAnda (Changshu) Pharmaceuticals, Ltd. as the surviving company, and SciAnda (Kunshan) Biochemical Technology, Ltd. as the dissolved company. The scheduled completion date is subject to approval by the competent authority.

~52~

12. OTHERS

(1) Capital 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. Financial instruments

    • For details of the Company’s financial instruments by category, please refer to Notes 6.
  • B. Risk management policies

    • (a)The Company’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.

    • (b)The Company’s treasury 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 use of derivative financial instruments and investment of excess liquidity.

    • (c)Information about derivative financial instruments that are used to hedge financial risk are provided in Note 6(2).

  • C. Significant financial risks and degrees of financial risks

    • (a) Market risk

      • I. Foreign exchange rate risk

        • (i) The Company operates internationally and is exposed to foreign exchange risk arising from the transations of the Company used in various functional currency, primarily with respect to USD. Foreign exchange risk arises from future commercial transactions, recognised assets and liabilities.

        • (ii) To manage their foreign exchange risk arising from future commercial transactions and recognised assets and liabilities, entities in the Company are required to hedge their foreign exchange risk exposure using forward foreign exchange contracts. However, the Company does not adopt hedging accounting. Details of financial assets or liabilities at fair value through profit or loss are provided in Note 6(2).

        • (iii)The Company’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:

~53~

(Foreign currency
functional currency)
Financial assets
Monetary items
USD:NTD
EUR:NTD
CNY:NTD
Financial liabilities
Monetary items
USD:NTD
EUR:NTD
CNY:NTD
(Foreign currency:
functional currency)
Financial assets
Monetary items
USD:NTD
EUR:NTD
CNY:NTD
Financial liabilities
Monetary items
USD:NTD
CNY:NTD
Foreign currency
amount (inthousands)
Exchangerate
Book value
(NTD)
21,606
$ 29.98
647,748
$ 32

33.59
1,075
85

4.305
366

2,227

29.98
66,765
447

33.59
15,015
479
4.305
2,062
December31,2019
Foreign currency
amount (inthousands)
Exchangerate
Book value
(NTD)
26,499
$ 30.715
813,917
$ 50
35.20
1,760
102
4.465
455
3,760
30.715
115,488
505
4.465
2,255
December 31, 2018


  • (iv)As of December 31, 2019 and 2018, if the NTD:USD exchange rate appreciates/depreciates by 5% with all other factors remaining constant, the effect on the Company’s net profit after tax for the years ended December 31, 2019 and 2018 would increase/decrease by $23,239 and $27,937, respectively. If the NTD:EUR and NTD:CNY exchange rate appreciates/depreciates by 5% with all other factors remaining constant, the effect on the Company’s net profit after tax for the years ended December 31, 2019 and 2018 is immaterial.

  • (v)Total exchange gain (loss) including realised and unrealised arising from significant foreign exchange variation on the monetary items held by the Company for the years ended December 31, 2019 and 2018 amounted to ($2,409) and $6,399, respectively.

~54~

II. Price risk

The Company’s equity securities, which are exposed to price risk, are the held financial assets at fair value through profit or loss, financial assets at fair value through other comprehensive income. To manage its price risk arising from investments in equity securities, the Company diversifies its portfolio and set stop-loss amounts for these instruments. The Company expects no significant market risk.

III. Cash flow and fair value interest rate risk

  • (i)The Company’s main interest rate risk arises from short-term borrowings with variable rates and exposes the Company to cash flow interest rate risk. During the years ended December 31, 2019 and 2018, the Company’s borrowings at variable rate were denominated in USD.

  • (ii)The Company’s borrowings are measured at amortised cost. The borrowings are periodically contractually repriced and to that extent are also exposed to the risk of future changes in market interest rates.

  • (iii)If the borrowing interest rates had increased/decreased by 10% with all other variables held constant, the effect on post-tax profit for the years ended December 31, 2019 and 2018 are immaterial.

(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. The main factor is that counterparties could not repay in full the accounts receivable based on the agreed terms.

  • II. The Company manages their credit risk taking into consideration the entire Company’s concern. For banks and financial institutions, only independently rated parties with a minimum rating of 'A' are accepted. According to the Company’s credit policy, in the Company is responsible for managing and analysing 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. Individual risk limits are set based on internal or external ratings in accordance with limits set by the Board of Directors. The utilisation of credit limits is regularly monitored.

  • III. The Company adopts the following assumption under IFRS 9: If the contract payments were past due over 30 days based on the terms, there has been a significant increase in credit risk on that instrument since initial recognition.

  • IV. The Company manages its credit risk, whereby if the contract payments are past due over 180 days based on the terms, there has been impairment.

~55~

  • V. The Company classifies customers’ accounts receivable in accordance with credit rating of customer and credit risk on trade. The Company applies the simplified approach using provision matrix to estimate expected credit loss, and use the forecastability to adjust historical and timely information to assess the default possibility of accounts receivable. Movements in relation to the Company applying the simplified approach to provide loss allowance for accounts receivable are as follows:
allowance for accounts receivable are as follows:
For the years ended December 31,
2019 2018
At January 1 $ 34
$ 129
(Gain on reversal of) expected
credit losses 202 ( 95)
At December 31 $ 236
$ 34
  • (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 Company has undrawn borrowing facilities amounting to $3,058,960 and $3,581,206 as of December 31, 2019 and 2018, respectively.

  • III. 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 analysed from the balance sheet date to the contract maturity date, and derivative financial liabilities are analysed from the balance sheet date to the expected maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.

December31,2019
Notes payable
Accounts payable
Accounts payablerelated
parties
Other payables
Lease liabilities
Non-derivative financial
liabilities:
Less than 1year
1,353
$ 93,643
45,517
285,292
16,112
Between 1
and2years
-
$ -
-
-
16,112
Between 2
and 5 years
-
$ -
-
-
48,337
More than
5 years
-
$ -
-
-
708,937

~56~

==> picture [444 x 30] intentionally omitted <==

----- Start of picture text -----

Between 1 Between 2 More than
December 31, 2018 Less than 1 year and 2 years and 5 years 5 years
----- End of picture text -----

Non-derivative financial
liabilities:
Short-term borrowings $ 61,696
$ -
$ -
$ -
Notes payable 1,148 -
-
-
Accounts payable 73,739
- - -
Accounts payablerelated 39,307 -
- -
parties
Other payables 293,946 - - -
Guarantee deposits - 1,618 -
-

(3) Fair value information

  • A. 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. The fair value of the Company’s investment in listed stocks is included in Level 1.

  • Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. The fair value of the Company’s investment in foreign exchange contracts is included in Level 2.

  • Level 3: Unobservable inputs for the asset or liability. The fair value of the Company’s investment in equity investment without active market is included in Level 3.

  • B. Financial instruments not measured at fair value

  • The carrying amounts of cash and cash equivalents, accounts receivable, other receivables (including related parties), guarantee deposits paid, other financial assets - non-current, shortterm borrowings, notes payable, accounts payable (including related parties), other payables, guarantee deposits received are approximate to their fair values.

  • C. The related information of financial instruments measured at fair value by level on the basis of the nature, characteristics and risks of the assets and liabilities are as follows:

December 31, 2019 Level 1 Level 2 Level 3 Total Assets: Recurring fair value measurements Financial assets at fair value through profit or loss Derivative instruments $ - $ 2,920 $ - $ 2,920 Financial assets at fair value through other comprehensive income - Equity securities $ 271,752 $ $ 143,458 $ 415,210

~57~

==> picture [446 x 138] intentionally omitted <==

  • D. The methods and assumptions the Company used to measure fair value are as follows:

  • (a)The instruments the Company used market quoted prices as its fair values (that is, Level 1) is listed below by characteristics:

Market quoted price

Listed shares Closing price

  • (b)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.

  • (c)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 Company 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.

  • (d)Forward foreign exchange contracts are usually valued based on the current forward exchange rate.

  • E. Foresee Pharmaceuticals Co., Ltd. has been listed on the Taipei Exchange from June, 2018, therefore, the Company transferred the fair value from Level 2 to Level 1 at the end of the month when the event occurred. For the year ended December 31, 2019, there was no transfer between Level 1 and Level 2.

~58~

F. The following chart is the movement of Level F. The following chart is the movement of Level F. The following chart is the movement of Level 3 for the years ended December 31, 2019 3 for the years ended December 31, 2019 3 for the years ended December 31, 2019 3 for the years ended December 31, 2019 and 2018:
Forthe years ended December31,
2019 2018
Equity instrument Equity instrument
At January 1 $ 200,046
$ -
Effect on retrospective application and
restatement -
242,355
Balance after restatement on January 1 200,046
242,355
Loss recognised in other comprehensive
income ( 56,588)
( 42,309)
At December 31 $ 143,458 $ 200,046
  • G. The Company’s valuation procedures for fair value measurements is categorised within Level 3, which is to verify independent fair value of financial instruments. Such assessment is to ensure the valuation results are reasonable by applying independent information to make results close to current market conditions, confirming the resource of information is independent, reliable and in line with other resources and represented as the exercisable price, and frequently assess to make any other necessary adjustments to the fair value.

  • H. The following is the qualitative information of significant unobservable inputs and sensitivity analysis of changes in significant unobservable inputs to valuation model used in Level 3 fair value measurement:

Non-derivative
equity instrument:
Unlisted shares
Non-derivative
equity instrument:
Unlisted shares
Fair value at
December31,2019
Valuation
technique
Significant
unobservable
input
Range
(weighted
average)
Relationship
of inputs to
fairvalue
143,458
$ Fair value at
December31,2018
Net asset
value
Valuation
technique
Not applicable
Significant
unobservable
input

Range
(weighted
average)
The higher the
net asset
value, the
higher the fair
value
Relationship
of inputs to
fairvalue
200,046
$
Net asset
value
Not applicable The higher the
net asset
value, the
higher the fair
value

~59~

  • I. The Company has carefully assessed the valuation models and assumptions used to measure fair value. However, use of different valuation models or assumptions may result in different measurement. If the net assets value increased or decreased by 1% for Level 3, however, the effect on other comprehensive income for the years ended December 31, 2019 and 2018 is immaterial.

13. SUPPLEMENTARY DISCLOSURES

According to current regulatory requirements, the Company is only required to disclose the information for the year ended December 31, 2019.

(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: Please refer to table 4.

  • 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 5.

  • 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(2).

  • J. Significant inter-company transactions during the reporting periods: Please refer to table 6.

(2) Information on investees

Names, locations and other information of investee companies (not including investees in Mainland China) Please refer to table 7.

(3) Information on investments in Mainland China

  • A. General information: Please refer to table 8.

  • B. Significant transactions, either directly or indirectly through a third area, with investee companies in the Mainland Area: Please refer to table 2 and 5.

14. SEGMENT INFORMATION

Not applicable.

~60~

SCINOPHARM TAIWAN, LTD. STATEMENT OF CASH AND CASH EQUIVALENTS DECEMBER 31, 2019

(Expressed in thousands of New Taiwan Dollars)

Items
Cash:
Cash on handNew Taiwan dollar
Checking accounts
Demand depositsNew Taiwan dollar
Foreign Currency
Cash Equivalents:
Time depositsNew Taiwan dollar
Bill under repurchase agreements
Description
Including USD$2,891 thousand @29.98
Other foreign currency deposits
Due date from January 2, 2020 to
December 2, 2020, interest rates
at 0.565%~1.065%.
Expired by January 3, 2020, interest
rate at 0.42%
Amount
30
$ 731
40,305
86,680
2,416
130,162
2,620,500
269,748
2,890,248
3,020,410
$

~61~

SCINOPHARM TAIWAN, LTD. STATEMENT OF ACCOUNTS RECEIVABLE, NET DECEMBER 31, 2019

(Expressed in thousands of New Taiwan Dollars)

Client Name
Client A
Client B
Client C
Client D
Client E
Others (individually less than 5%)
Less: Loss allowance
Description
Amount
Accounts receivable
146,650
$
71,234

64,709

57,136

45,060

178,303
563,092
236)
(
562,856
$
Footnote





~62~

SCINOPHARM TAIWAN, LTD. STATEMENT OF INVENTORIES DECEMBER 31, 2019

(Expressed in thousands of New Taiwan Dollars)

Items
Cost
Net realisablevalue
Raw materials
325,013
$ 351,985
$ Supplies
24,771
24,461
Work in process
313,720
494,155
Finished goods
825,633
1,221,039
1,489,137
2,091,640
$ Less: Allowance for market price decline
388,442)
(
1,100,695
$ Amount
Footnote
(Note)


Note: The method of net realisable value is provided in Note 4(11).

~63~

SCINOPHARM TAIWAN, LTD. STATEMENT OF PREPAYMENTS DECEMBER 31, 2019

(Expressed in thousands of New Taiwan Dollars)

Items
Amount
Maintenance stocks
127,024
$ Prepaid expenses
35,308
Downpayment for materials
26,089
Others (individual less than 5%)
98
188,519
Less: Allowance for maintenance stocks
81,017)
(
107,502
$
Footnote




~64~

SCINOPHARM TAIWAN, LTD.

STATEMENT OF CHANGES IN FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME - NON-CURRENT FOR THE YEAR ENDED DECEMBER 31, 2019

(Expressed in thousands of New Taiwan Dollars)

Name
Tanvex Biologics, Inc.
Foresee Pharmaceuticals Co., Ltd.
Number of
shares
Fairvalue
28,800,000
200,046
$ 4,711,269
268,071
33,511,269
468,117
$ Beginning balance
Number of
Number of
shares
Amount
shares
Amount
-
-
$ -
56,588)
($ -
6,011
50,000)
(
2,330)
(
-
6,011
$ 50,000)
(
58,918)
($ Additions
Disposals
Ending balance Ending balance Amount
143,458
$ 271,752
415,210
Collateral Footnote
Number of
shares
28,800,000
4,711,269
33,511,269
Number of
shares
-
-
-
Number of
shares
28,800,000
4,661,269
33,461,269
Ownership
16.84%
4.65%
None

~65~

SCINOPHARM TAIWAN, LTD. FOR THE YEAR ENDED DECEMBER 31, 2019

STATEMENT OF CHANGES IN INVESTMENTS ACCOUNTED FOR UNDER EQUITY METHOD

(Expressed in thousands of New Taiwan Dollars)

Investees Number of shares
(in thousands)
Amount
80,525
745,452
$ -
96
80,525
745,548
$ Beginningbalance
Addition Amount
1,192,251
$ 16
1,192,267
$ s
Number of shares
(in thousands)
Amount
-
174,606)
($ -
-
-
174,606)
($ Disposals
Endingbalance Endingbalance Amount
1,763,097
$ 112
1,763,209
$
Market value or Total amount
1,823,825
$ 112
1,823,937
$ net assets value
Collateral
Number of shares
(in thousands)
Number of shares
(in thousands)
Number of shares
(in thousands)
Number of shares
(in thousands)
Ownership Unit Price
(in dollars)
15.39
$ 56,261
SPT International, Ltd.
ScinoPharm Singapore Pte Ltd.
80,525
-
80,525
38,000
-
38,000
-
-
-
118,525
-
100.00%
100.00%
None
118,525

~66~

SCINOPHARM TAIWAN, LTD. STATEMENT OF CHANGES IN PROPERTY, PLANT AND EQUIPMENT - COST FOR THE YEAR ENDED DECEMBER 31, 2019

(Expressed in thousands of New Taiwan Dollars)

Please refer to Note 6(7).

~67~

SCINOPHARM TAIWAN, LTD. STATEMENT OF CHANGES IN PROPERTY, PLANT AND EQUIPMENT - ACCUMULATED DEPRECIATION FOR THE YEAR ENDED DECEMBER 31, 2019

(Expressed in thousands of New Taiwan Dollars)

Please refer to Note 6(7), the depreciation methods and useful lives are provided in Note 4(13).

~68~

SCINOPHARM TAIWAN, LTD. STATEMENT OF CHANGES IN RIGHT-OF-USE ASSETS - COST FOR THE YEAR ENDED DECEMBER 31, 2019

(Expressed in thousands of New Taiwan Dollars)

Items
Land
Beginning balance
900,288
$
Additions
Decreases
-
$ 282,919)
($
Ending balance
617,369
$
Footnote
(Note)

Note: The beginning balance is the effect on retrospective application and restatement of IFRS 16, and the decreases pertain to the remeasurement due to the decrease in rent expense.

~69~

SCINOPHARM TAIWAN, LTD.

STATEMENT OF CHANGES IN RIGHT-OF-USE ASSETS - ACCUMULATED DEPRECIAITION

FOR THE YEAR ENDED DECEMBER 31, 2019

(Expressed in thousands of New Taiwan Dollars)

Items
Land
Beginning balance
-
$
Additions
15,148
$
Decreases
-
$
Ending balance
15,148
$
Footnote

~70~

SCINOPHARM TAIWAN, LTD. STATEMENT OF CHANGES IN DEFERRED INCOME TAX ASSETS FOR THE YEAR ENDED DECEMBER 31, 2019

(Expressed in thousands of New Taiwan Dollars)

Please refer to Note 6(24).

~71~

SCINOPHARM TAIWAN, LTD. STATEMENT OF ACCOUNTS PAYABLE DECEMBER 31, 2019

(Expressed in thousands of New Taiwan Dollars)

VendorName
Description
Vendor A
Accounts payable
Vendor B

Vendor C

TRANS CHIEF CHEMICAL INDUSTRY CO., LTD.

Others (individually less than 5%)
Amount
13,230
$ 13,142
8,845
8,716
49,710
93,643
$

~72~

SCINOPHARM TAIWAN, LTD. STATEMENT OF OTHER PAYABLES DECEMBER 31, 2019

(Expressed in thousands of New Taiwan Dollars)

Please refer to Note 6(11).

~73~

SCINOPHARM TAIWAN, LTD. STATEMENT OF LEASE LIABILITIES - NON-CURRENT FOR THE YEAR ENDED DECEMBER 31, 2019

(Expressed in thousands of New Taiwan Dollars)

Items
Land
Description
Lease period
Discountrate
Amount

Due date from March, 2018 to
1.13%
606,034
$ December, 2068
Less: Current portion
16,014)
(
590,020
$

~74~

SCINOPHARM TAIWAN, LTD. STATEMENT OF OPERATING REVENUE FOR THE YEAR ENDED DECEMBER 31, 2019

(Expressed in thousands of New Taiwan Dollars)

Items
API
Injection product
Less: Sales returns and discounts
Technical services
Other operating revenue
Operating revenue
Quantity
Amount
28,244 KG
2,559,467
$ 95,924 package
138,202
15,868)
(
2,681,801
86,642
44,604
2,813,047
$
Footnote




~75~

SCINOPHARM TAIWAN, LTD. STATEMENT OF OPERATING COSTS FOR THE YEAR ENDED DECEMBER 31, 2019

(Expressed in thousands of New Taiwan Dollars)

==> picture [506 x 17] intentionally omitted <==

----- Start of picture text -----

Items Amount
----- End of picture text -----

Items Amount
Raw materials, beginning of year $ 251,213
Add: Raw materials purchased 568,786
Less: Losses on scrap inventory ( 537)
Losses on physical inventory ( 99)
Transferred to expenses ( 14,261)
Sale of raw materials ( 548)
Raw materials, end of year ( 325,013)
Raw materials used during the year 479,541
Supplies, beginning of year 35,767
Add: Supplies purchased 12,324
Less: Losses on physical inventory ( 2)
Transferred to expenses ( 13,105)
Supplies, end of year ( 24,771)
Supplies used during the year 10,213
Direct labor 157,601
Manufacturing expenses 564,363
Under applied manufacturing overhead ( 195,925)
Manufacturing cost 1,015,793
Work in process, beginning of year 595,189
Add: Work in process purchased 28,385
Less: Losses on inventory scrap ( 6,000)
Losses on physical inventory ( 2,561)
Transferred to expenses ( 6,182)
Sale of work in process ( 94,264)
Work in process, end of year ( 313,720)
Cost of finished goods 1,216,640

~76~

SCINOPHARM TAIWAN, LTD.

STATEMENT OF OPERATING COSTS (CONTINUED) FOR THE YEAR ENDED DECEMBER 31, 2019

(Expressed in thousands of New Taiwan Dollars)

Items Amount
Finished goods, beginning of year $ 752,451
Add: Finished goods purchased 242,325
Less: Losses on scrap inventory ( 12,992)
Losses on physical inventory ( 508)
Transferred to expenses ( 40,602)
Finished goods, end of year ( 825,633)
Cost of goods manufactured and sold 1,331,681
Sale of raw materials 548
Sale of work in process 94,264
Cost of goods sold 1,426,493
Losses on scrap inventory 19,529
Losses on physical inventory 3,170
Under applied manufacturing overhead 195,925
Reversal of allowance for inventory market price decline ( 2,590)
Cost of sales 1,642,527
Revenue from sale of scraps ( 8,472)
Technical service cost 43,332
Operating cost $ 1,677,387

~77~

SCINOPHARM TAIWAN, LTD. STATEMENT OF MANUFACTURING EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2019

(Expressed in thousands of New Taiwan Dollars)

Items
Salaries and wages
Repair and maintenance expense
Utilities expense
Depreciation
Others (individually less than 5%)
Amount
148,604
$ 47,981
76,588
176,999
114,191
564,363
$
Footnote




~78~

SCINOPHARM TAIWAN, LTD. STATEMENT OF TECHNICAL SERVICE COST FOR THE YEAR ENDED DECEMBER 31, 2019

(Expressed in thousands of New Taiwan Dollars)

Items
Salaries and wages
Withdrawing inventories and
outsourcing research expense
Depreciation
Research chemicals
Repair and maintenance expense
Others (individually less than 5%)
Amount
12,574
$ 7,893
4,968
4,497
2,204
11,196
43,332
$
Footnote





~79~

SCINOPHARM TAIWAN, LTD. STATEMENT OF SELLING EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2019

(Expressed in thousands of New Taiwan Dollars)

Items
Salaries and wages
Freight
Advertising expense
Commission
Royalty
Outsourcing service fee
Others (individually less than 5%)
Amount
48,234
$ 12,894
9,389
25,905
16,001
19,571
28,558
160,552
$
Footnote






~80~

SCINOPHARM TAIWAN, LTD. STATEMENT OF GENERAL AND ADMINISTRATIVE EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2019

(Expressed in thousands of New Taiwan Dollars)

Items
Salaries and wages
Insurance expense
Repair and maintenance expense
Depreciation
Professional service fee
Others (individually less than 5%)
Amount
140,646
$ 23,193
27,752
80,840
28,104
145,504
446,039
$
Footnote





~81~

SCINOPHARM TAIWAN, LTD. STATEMENT OF RESEARCH AND DEVELOPMENT EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2019

(Expressed in thousands of New Taiwan Dollars)

Items
Salaries and wages
Repair and maintenance expense
Depreciation
Research expense
Others (individually less than 5%)
Amount
63,385
$ 10,841
25,048
73,408
33,888
206,570
$
Footnote




~82~

SCINOPHARM TAIWAN, LTD. STATEMENT OF EMPLOYEE BENEFITS, DEPRECIATION AND AMORTIZATION BY FUNCTION FOR THE YEAR ENDED DECEMBER 31, 2019

(Expressed in thousands of New Taiwan Dollars)

Please refer to Note 6(22) and 6(23).

~83~

Table 1

Expressed in thousands of NTD

ScinoPharm Taiwan, Ltd.

Loans to others

For the year ended December 31, 2019

Number Name Name of
counterparty
Account Related
parties
Maximum
balance
Ending
balance
Actual
amount
drawndown
Interest
rate
Nature of
financial
activity
(Note1)
Total
transaction
amount
Reason
for
financing
Allowance
for
doubtful
accounts
Assets pledged Assets pledged Loan limit
per entity
(Note2)
Maximum
amount
available for loan
(Note2)
Footnote
Item Value
1 SciAnda
(Kunshan)
Biochemical
Technology,
Ltd.
SciAnda
(Changshu)
Pharmaceuticals,
Ltd.
Other receivables Y 275,242
$
86,110
$
86,110
$
3.0% 2 -
$
Additional
operating
capital
and loan
repayment
-
$
-
$
420,121
$
420,121
$

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 financial statements (CNY:NTD 1:4.305).

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, 2019

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 during
theyear
Outstanding
endorsement/
guarantee
amount at
December 31,
2019
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.
SciAnda
(Changshu)
Pharmaceuticals,
Ltd.
1 10,259,944
$
5,489,008
$
2,063,467
$
144,234
$
-
$
20.11% 10,259,944
$
Y N Y

Note 1: The following code represents the relationship with the Company:

  • 1.A company in which the Company directly and indirectly holds 100% of the voting shares.

  • 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.

  • 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 financial statements (CNY:NTD 1:4.305 ;USD:NTD 1:29.98).

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, 2019

December 31, 2019
Table 3
Securities held by
Marketable securities Relationship with the
securities issuer
General
ledger account
As of December31,2019 Fairvalue
Footnote
Expressed in thousands of NTD
Number of shares Bookvalue Ownership (%) Fairvalue
ScinoPharm Taiwan, Ltd.
SciAnda (Kunshan)
Biochemical Technology,
Ltd.
Stocks:
Tanvex Biologics, Inc.
Foresee Pharmaceuticals
Co., Ltd.
SYNGEN, INC.
Structured Products:
Fubon Bank (China) Co.,
Ltd. Structured Products
The Company is a director of
Tanvex Biologics, Inc.


Financial assets at fair
value through other
comprehensive
income - non-current
Financial assets at fair
value through other
comprehensive
income - non-current
Financial assets at fair
value through profit or
loss - non-current
Financial assets at
amortised cost - current
28,800,000
4,661,269
245,000
-
143,458
$ 271,752
-
172,220
16.84%
4.65%
7.40%
-
143,458
$ 271,752
-
-



Table 3, Page 1

Table 4

Expressed in thousands of NTD

ScinoPharm Taiwan, Ltd.

Acquisition or sale of the same security with the accumulated cost exceeding $300 million or 20% of the Company's paid-in-capital For the year ended December 31, 2019

Investor Type of
securities
General
ledger account
Name of
the counterparty
Relationship Beginnin gbalance A ddition Dispos al Other increa se(decrease) Endingb alance
Number of shares
(in thousands)
Amount Number of shares
(in thousands)
Amount Number of shares
(in thousands)
Saleprice Bookvalue Gain on
disposal
Number of shares
(in thousands)
Amount Number of shares
(in thousands)
Amount
ScinoPharm
Taiwan, Ltd.
SPT
International,
Ltd.
SciAnda
(Kunshan)
Biochemical
Technology,
Ltd.
Stocks:
SPT
International,
Ltd.
SciAnda
(Changshu)
Pharmaceuticals,
Ltd.
Structured Products:
Fubon Bank (China)
Co., Ltd. Structured
Products
Investment accounted
for under the
equity method
Investment accounted
for under the
equity method
Financial assets at
amortised cost - current
Cash capital increase
Cash capital increase


80,525
-
-
$ 745,452
363,468
178,615
38,000
-
-
$ 1,139,240
1,139,240
710,890
-
-
-
$ -
-
723,754
$ -
-
717,940)
(
$ -
-
5,814
-
-
-
121,595)
($ 118,495)
(
655
118,525
-
-
$ 1,763,097
1,384,213
172,220

Table 4, Page 1

Table 5

Expressed in thousands of NTD

ScinoPharm Taiwan, Ltd.

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, 2019

Purchaser/seller Counterparty Relationship with
the counterparty
Transaction trans
compared t
Differences in t
actions
o third party
ransaction terms
Notes/account s receivable(payable) Footnote
Purchases(sales) Amount Percentage of total
purchases(sales)
Credit term Unitprice Credit term Balance Percentage of
total notes/accounts
receivable(payable)
ScinoPharmTaiwan, Ltd.
SciAnda (Changshu)
Pharmaceuticals, Ltd.
SciAnda (Changshu)
Pharmaceuticals, Ltd.
ScinoPharm Taiwan, Ltd.
Subsidary
The Company
Purchases
(Sales)
335,838
$ 335,838)
(
39%
(80%)
Closes its accounts 90 days
from the end of each month
Closes its accounts 90 days
from the end of each month
$ -
-

43,725)
($ 43,725
(31%)
61%

Table 5, Page 1

Table 6

Expressed in thousands of NTD

ScinoPharm Taiwan, Ltd.

- Significant inter company transactions during the reporting period

For the year ended December 31, 2019

Number
(Note 2)
Companyname Counterparty Relationship
(Note3)
Transactions Transactions
General ledger account Amount Transaction terms Percentage of consolidated total operating
revenues or total assets(Note 4)
0
0
0
1
ScinoPharm Taiwan, Ltd.
ScinoPharm Taiwan, Ltd.
ScinoPharm Taiwan, Ltd.
SciAnda (Kunshan)
Biochemical Technology,
Ltd.
SciAnda (Changshu)
Pharmaceuticals, Ltd.
SciAnda (Changshu)
Pharmaceuticals, Ltd.
SciAnda (Changshu)
Pharmaceuticals, Ltd.
SciAnda (Changshu)
Pharmaceuticals, Ltd.
1
1
1
3
Purchases
Accounts payable
Endorsements and guarantees
Other receivables
335,838
$ 43,725
2,063,467
86,189
Closes its accounts 90
days from the end
of each month


12%

18%
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 financial statements (CNY:NTD 1:4.305 USD:NTD 1:29.98).

Table 6, Page 1

ScinoPharm Taiwan, Ltd.

Table 7

Expressed in thousands of NTD

Names, locations and other information of investee companies (not including investees in Mainland China)

For the year ended December 31, 2019

Investor Investee Location Main business
activities
Initial investment amount Initial investment amount Shares held as at December 31,2019 as at December 31,2019 Net profit (loss)
of the investee for the
year ended
December 31,2019
Investment income (loss)
recognised by the Company
for the year ended
December 31,2019
Footnote
Balance as at
December 31,2019
Balance as at
December 31,2018
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
3,553,369
$ -
2,414,129
$ -
118,524,644
2
100.00
100.00
1,763,097
$ 112
118,523)
($ 16
117,741)
($ 16
Subsidiary
Subsidiary

Note :Initial investment amount in the table that involves foreign currencies are expressed in New Taiwan Dollars according to exchange rate posted on the date of financial statements (USD: NTD 1:29.98).

Table 7, Page 1

Expressed in thousands of NTD

ScinoPharm Taiwan, Ltd.

Information on investments in Mainland China Basic information

For the year ended December 31, 2019

==> picture [22 x 5] intentionally omitted <==

----- Start of picture text -----

Table 8
----- 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,
2019
Amount remitt
Mainla
Amount r
to Taiwan fo
Decemb
ed from Taiwan to
nd China/
emitted back
r the year ended
er 31,2019
Accumulated amount
of remittance from
Taiwan to
Mainland China as of
December 31,2019
Net income of
investee for the
year ended
December 31,
2019
Ownership
held by
the Company
(direct or
indirect)
Investment income
(loss) recognised
by the Company
for the year ended
December 31, 2019
(Note 2)
Book value of
investments in
Mainland China as
of December 31,
2019
Accumulated
amount
of investment
income
remitted back to
Taiwan as of
December 31,
2019
Footnote
Remitted to
Mainland China
Remitted back to
Taiwan
SciAnda
(Kunshan)
Biochemical
Technology,
Ltd.
SciAnda
(Changshu)
Pharmaceuticals,
Ltd.
SciAnda
Shanghai
Biochemical
Technology,
Ltd.
Companyname
Research, development,
and manufacture of
API and new drugs, etc.
Research, development,
and manufacture of
API and new drugs, 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 31,2019
119,920
$ Note 1
3,372,750
Note 1
35,976
Note 1
Investment amount approved by
the Investment Commission of
the Ministry of Economic
Affairs(MOEA)
111,658
$ -
$ 2,233,510
1,139,240
35,976
-
Ceiling on investments in Mainland
China imposed by the Investment
Commission of MOEA(Note 3)
-
$ -
-
111,658
$ 3,372,750
35,976
13,374
$ 130,862)
(
755)
(
100%
100%
100%
13,374
$ 130,862)
(
755)
(
420,169
$ 1,384,213
15,956
-
$ -
-
Subsidary
Subsidary
Subsidary
ScinoPharm
Taiwan, Ltd.
$ 3,557,082 3,557,082
$
6,155,967
$

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, 2019 was based on audited financial statements of investee companies as of and for the year ended December 31, 2019. 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 financial statements (USD:NTD 1:29.98).

Table 8, Page 1