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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.
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July 1998 Started to rent a laboratory.
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October 1999
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Relocated to the present site in Southern Taiwan Science Park, and started to use its own laboratory and office.
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Completed capital increment to NT$2.7 billion from NT$1.89 billion.
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January 2000 Inaugurated the first Kilo Lab.
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March 2000
-
Delivered the first batch of GMP (Good Manufacturing Practices) medicines to clients.
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April 2000 Establishment of the reinvested Xinjiang President-ScinoPharm Technology Co., Ltd.
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May 2000 Inaugurated the Pilot Plant.
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November 2000 Inaugurated the Mini Plant.
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January 2001 Delivered the first DMF (Drug Master File) raw medicine to the FDA for examination.
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February 2001 Establishment of the reinvested ScinoPharm (Kunshan) Biochemical Technology, Ltd.
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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.
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June 2001 Inaugurated the small manufacturing unit (SMU).
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October 2001 Passed U.S. FDA’s first comprehensive site inspection.
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November 2002 Inaugurated the Production Building.
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February 2003 Establishment of the reinvested Yunnan Ziyun Scino Bio-tech Co., Ltd.
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August 2005 Passed U.S. FDA’s second site inspection.
-
January 2007 Establishment of the reinvested HanFeng Biopharmaceutical (Shanghai) Co., Ltd.
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May 2007 Completed expansion of production lines, including Kilo II and ESP II.
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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.
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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~
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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.
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June 2010 Liquidation of reinvestment in Xinjiang President-Scino Pharm Technology Co., Ltd.
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August 2010 Signed an investment cooperation pact with Tanvex Biologics, Inc. and Ruentex Group to jointly develop Biosimilars.
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September 2010 Completed initial public offering of its shares in Taiwan.
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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.
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June 2011 Liquidation of reinvestment in HanFeng Biopharmaceutical (Shanghai) Co., Ltd.
-
July 2011 Inaugurated the second peptide plant.
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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
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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.
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December 2012 Sent the first DMF of pharmaceuticals turned out by ScinoPharm (Changshu) Pharmaceuticals, Ltd. to the U.S. FDA for examination.
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August 2013 Passed the first EMA site inspection by European Medicine Agency.
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December 2013 Obtained the second AEO certificate from the Customs
-
Administration of the Ministry of Finance.
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December 2013 Plant of ScinoPharm (Changshu) Pharmaceuticals, Ltd. has been completed and inaugurated.
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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).
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August 2014 Passed the second EMA site inspection.
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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~
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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.
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August 2015 Ranked among the “Top 100 CSR Enterprises” in the “Excellence in Corporate Social Responsibility” Award hosted by the CommonWealth Magazine.
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October 2015 ScinoPharm (Changshu) Pharmaceuticals, Ltd. passed the U.S. FDA site inspection.
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June 2016 Won the A++ rating in the information disclosure assessment conducted by the TWSE on listed companies, for the second straight year.
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July 2016 Awarded 2016 Taiwan API Manufacturing Company of the Year by Frost & Sullivan
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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
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December 2016 Obtained the third AEO certificate from the Customs Administration of the Ministry of Finance.
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February 2017 Passed U.S. FDA’s Sixth site inspection.
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August 2017 Awarded in “Excellence in Corporate Social Responsibility” hosted by the Common Wealth Magazine.
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December 2017 Granted the honor of exporter/importer with good performance by the Bureau of Foreign Trade, the Ministry of Economic Affairs.
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December 2017 2nd place, the biotech industry category, best investment-relationship service, greater China, IR Magazine.
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� May 2018 Passed second-time factory inspection undertaken by Pharmaceuticals and Medical Devices Agency (PMDA) under the Japan government.
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May 2018 SciAnda (Changshu) Pharmaceuticals, Ltd. passed the first plant inspection by PMDA of Japan.
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May2018 Ranked among the top-5% of listed companies under Corporate Governance Evaluation.
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August 2018 Among the top-100 CSR (corporate social responsibility) awards selected by CommonWealth Magazine in 2018
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November 2018 Acquisitions of export permit for the U.S. for the self-developed anti-coagulation medicine via ANDA procedure.
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� May 2019 Passed U.S. FDA’s seventh site inspection.
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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)
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November 2019 Granted the honor of exporter/importer with good performance by the Bureau of Foreign Trade, the Ministry of Economic Affairs again.
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December 2019 Granted enterprise with excellent performance in job parity at workplace for year 2019.
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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. GroupChairman:Tainan 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:
-
In the event of either of the following situations, dates, sessions, contents of resolutions of the Board Meetings, opinions from all independent directors, and Company responses to their opinions should be noted:
-
(1) Issues specified in Article 14-3 of the Securities and Exchange Act: The Company had set up the Audit Committee, Please refer to page 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.
-
(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.
-
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..
-
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.
-
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~
- 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 |
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| 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 |
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| 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.
-
Not an employee of the company or any of its affiliates;
-
Not a director or supervisor of the company or any of its affiliates;
-
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;
-
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;
-
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;
-
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;
-
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;
-
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;
-
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.
-
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, |
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| 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. |
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| 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. |
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| 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
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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.”
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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 |
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| 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 |
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- 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 |
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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:
-
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.
-
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.
-
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".
-
The Company has adopted the aforesaid judgment items for internal control to evaluate the effectiveness of design and execution of internal control system.
-
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.
-
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.
-
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
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- 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)
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-
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.
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(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.
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-
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
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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
-
Issuance of special shares: nil
-
Issuance of global depository receipts: nil
-
Issuance of stock-option warrants for employees: for details, refer to the following table and supplementary table in the next page
-
issuance of restricted stock awards: nil
-
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 |
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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.
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d. In order to postpone the stocking up of generic drugs after their marketing, original patent owners tend to file suits for patent infringement.
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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:
-
Sales for A customer decreased, due to decreased demand for APIs used in the production of new drugs.
-
Sales for B customer decreased, due to decreased demand for APIs used in antibiotic products.
-
Sales for C customer decreased, due to decreased demand for intermediates for diabetes products.
-
Sales for D customer increased, due to purchasing more APIs used more in cancer drugs
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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.
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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 |
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| 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 |
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| 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$10,000 per month.
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5.4.2. Investment in major environmental pollution-abatement equipment, their usage, and possible benefits:
The company 2020.04.30 ; Unit: NT$ 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 |
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-
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
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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:
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(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.
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(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.
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(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.
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(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.
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(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.
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(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.
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Advanced training
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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:
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- (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.
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(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.
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(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.
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(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.
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(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.
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(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 |
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- 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.
- 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.
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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.
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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 除 |
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 |
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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 |
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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.
-
Current ratio and quick ratio both increased, due mainly to reduction in current liabilities in 2019.
-
Times interest earned decreased, due mainly to reduction in pretax profit in 2019.
-
Accounts receivable turnover (times) dropped but average collection days increased, due mainly to reduction of net sales in 2019.
-
Return on assets rate, return on equity rate, net margin, earnings per share dropped, due mainly to reduction of after-tax income in 2019..
-
Pre-tax net profit/paid-in capital ratio dropped, due mainly to decline in pretax net profit in 2019.
-
Cash flow ratio increased, due mainly to reduction of current liabilities in 2019.
-
Cash flow adequacy ratio increased, due mainly to reduction of CAPEX and cash dividend in 2019.
-
Cash re-investment ratio dropped, due mainly to reduction of net operating cash flow in 2019.
-
Operating leverage increased, due mainly to reduction of net operating revenue and operating income.
-
Note1: Financial Information prepared as of 2020.03.31 follows IFRS and has been verified by independent auditors.
-
Note2: Calculated based on weighted average number of outstanding shares during each year.
Note3: The calculation formula of financial analysis:
-
Capital Structure Analysis
-
(1) Debt ratio = Total Liabilities / Total Assets
-
(2) Long-term fund to PP&E ratio= (Shareholders' Equity + non-current Liabilities) / Net PP&E
-
Liquidity Analysis
-
(1) Current ratio = Current Assets / Current Liabilities
-
(2) Quick ratio = (Current Assets - Inventories - Prepaid Expenses) / Current Liabilities
-
(3) Times interest earned = Earnings before Interest and Taxes / Interest Expenses
-
Operating Performance Analysis
-
(1) Average collection turnover = Net Sales / Average Trade Receivables
-
(2) Average collection days = 365 / Receivables Turnover rate
-
(3) Average inventory turnover = Cost of Sales / Average inventory
-
(4) Average inventory turnover days = 365 / Inventory Turnover rate
-
(5) Average payment turnover = Cost of Sales / Average Trade Payables
-
(6) Fixed assets turnover = Net Sales / Average Net Properties
-
(7) Total assets turnover = Net Sales / Average Total Assets
-
Profitability Analysis
-
(1) Return on total assets = {Net Income + Interest Expenses * (1 - Effective tax rate)} / Average Total Assets
-
(2) Return ratio on stockholders' equity = Net Income / Average Shareholders' Equity
-
(3) Pre-tax income to paid-in capital = income before tax / Capital
-
(4) Net margin = Net income / Net Sales
-
(5) Earnings per share = (Net income – Preferred Stock Dividend) / Weighted Average Number of Shares outstanding
-
Cash Flow
-
(1) Cash flow ratio = Net Cash Provided by Operating Activities / Current Liabilities
-
(2) Cash Flow Adequacy Ratio =Five-year sum of cash from operations / Five-year sum of capital expenditures’ inventory additions’ and cash dividends.
-
Cash flow reinvestment ratio = (Cash Provided by Operating Activities - Cash Dividends) / (Gross PP&E + Investment + Other non-current Assets + Working Capital)
-
Leverage
-
(1) Operating leverage = (Net Sales - Variable Cost) / Income from Operations
-
(2) Financial leverage = Income from Operations / (Income from Operations - Interest Expenses)
-
Note 4: Cash-flow analysis
-
Net cash flow for business activities refers to the amount of business activities-related cash flow in the cash-flow table
-
Capital outlay refers to the amount of cash outflow for capital investment
-
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.
-
Cash dividend includes cash dividend for both common shares and preferred shares
-
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.
-
Liabilities/assets ratio increased, due mainly to increased total liabilities in 2019
-
Times interest earned decreased, due mainly to reduced pre-tax profit in 2019.
-
Accounts receivable turnover (times) dropped but average collection days increased, due mainly to reduction of net sales in 2019.
-
Total assets turnover rate dropped, due mainly to reduction of net sales in 2019.
-
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.
-
Pre-tax net profit/paid-in capital ratio dropped, due mainly decline in pre-tax net profit in 2019.
-
Cash flow ratio and cash in reinvestment ratio dropped due mainly decline on reduction of net operating cash flow in 2019.
-
Operating leverage increased, due mainly to reduction of net operating revenue and operating income.
-
Note 1: Individual financial statement is only complied at the end of year, according to the guidelines for compilation of financial statement issuers of securities.
-
Note 2: Calculated based on weighted average number of outstanding shares during each year. Note3: The calculation formula of financial analysis:
-
Capital Structure Analysis
-
(1) Debt ratio = Total Liabilities / Total Assets
-
(2) Long-term fund to PP&E ratio= (Shareholders' Equity + non-current Liabilities) / Net PP&E
-
Liquidity Analysis
-
(1) Current ratio = Current Assets / Current Liabilities
-
(2) Quick ratio = (Current Assets - Inventories - Prepaid Expenses) / Current Liabilities
-
(3) Times interest earned = Earnings before Interest and Taxes / Interest Expenses
-
Operating Performance Analysis
-
(1) Average collection turnover = Net Sales / Average Trade Receivables
-
(2) Average collection days = 365 / Receivables Turnover rate
-
(3) Average inventory turnover = Cost of Sales / Average inventory
-
(4) Average inventory turnover days = 365 / Inventory Turnover rate
-
(5) Average payment turnover = Cost of Sales / Average Trade Payables
-
(6) Fixed assets turnover = Net Sales / Average Net Properties
-
(7) Total assets turnover = Net Sales / Average Total Assets
-
Profitability Analysis
-
(1) Return on total assets = {Net Income + Interest Expenses * (1 - Effective tax rate)} / Average Total Assets
-
(2) Return ratio on stockholders' equity = Net Income / Average Shareholders' Equity
-
(3) Pre-tax income to paid-in capital = income before tax / Capital
-
(4) Net margin = Net income / Net Sales
-
(5) Earnings per share = (Net income – Preferred Stock Dividend) / Weighted Average Number of Shares outstanding
-
Cash Flow
-
(1) Cash flow ratio = Net Cash Provided by Operating Activities / Current Liabilities
-
(2) Cash Flow Adequacy Ratio =Five-year sum of cash from operations / Five-year sum of capital expenditures’ inventory additions’ and cash dividends.
-
Cash flow reinvestment ratio = (Cash Provided by Operating Activities - Cash Dividends) / (Gross PP&E + Investment + Other non-current Assets + Working Capital)
-
Leverage
-
(1) Operating leverage = (Net Sales - Variable Cost) / Income from Operations
-
(2) Financial leverage = Income from Operations / (Income from Operations - Interest Expenses)
-
Note 4: Cash-flow analysis
-
Net cash flow for operating activities refers to the amount of operating activities-related cash flow in the cash-flow table
-
Capital outlay refers to the amount of cash outflow for capital investment
-
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.
-
Cash dividend includes cash dividend for both common shares and preferred shares
-
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:
- 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:
-
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.
-
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
- Gross profit, pre-tax net profit, and net profit for the year decreased, due mainly to reduction of net revenue.
Parent financial statements:
-
Gross profit, pretax net profit, and net profit for the year decreased, due mainly to reduction of net revenue.
-
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.
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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:
- 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.
- 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.
- 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.
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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.
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-
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
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technology utilization, and legal compliance, with brief introductions to the three themes follows:
-
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.
-
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.
-
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 -----
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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$1,200,000 | 100% | |
| General Manager | Ching-Wen Lin | 0 | 0% |
Note: Shareholding column lists either shares or amounts.
~180~
8.1.1.6 Summarized Operation Results of Affiliated Enterprises Dec. 31, 2019; Unit: NT$ 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
~181~
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.
-
Dealings between subordinated companies and controlling company:
-
(1) Procurement and sale: None
-
(2) Property transaction: None
-
(3) Financing: None
-
(4) Lease of assets: None
-
(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 |
- 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:
-
Understood and assessed the effectiveness of internal controls over cutoff of sales revenue and tested the effectiveness of internal controls over shipping and billing.
-
Checked the completeness of the export sales details for a certain period around balance sheet date and performed cutoff tests on a random basis, which 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:
-
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.
-
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.
-
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:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
~6~
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
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) $3,304,978286(2) 2,920-6(3) 172,22016(4) and 12 590,336571,14916(26) 8,968-5 and 6(5) 1,124,33210131,68115,406,584466(6) 415,21046(7)(10) 4,433,860383(1) and 6(8) 673,087614,068-5 and 6(26) 606,123585,361111,001-8 29,270-3(1) and 6(9) --6,267,98054$11,674,564100(Continued) |
December 31, 2018 | December 31, 2018 |
|---|---|---|---|
AMOUNT$4,203,338409178,615558,950104,021-1,363,79797,0376,506,167468,1174,758,846-16,753593,103108,8696,88529,27075,3186,057,161$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 |
34-141-111 |
||
52 |
|||
438--51--- |
|||
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) $89,76616(20) 55,985-1,353-101,01816(12) 333,37636(26) 1-3(1) 16,014-6(13) and 9 144,2341741,74766(26) 584-3(1) 590,02056(14) 82,182187-672,87361,414,620126(15) 7,907,392686(16)(17) 1,294,605126(6)(18) 612,600522,829-490,34446(19) (67,826) (1)10,259,944889 11 $11,674,564100 |
December 31, 2018 | December 31, 2018 |
|---|---|---|---|
AMOUNT$233,29030,6171,14889,393347,31965,374-1,178,5031,945,64481-76,8631,70878,6522,024,2967,907,3921,292,555568,30222,829708,33839,61610,539,032$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--13--9 |
||
15 |
|||
--1- |
|||
1 |
|||
16 |
|||
63104-61 |
|||
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) $2,892,783100$3,524,2631006(5)(24)(25) and 9 (1,716,378) (59) (1,981,749) (56)1,176,405411,542,514446(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)266,8549558,412166(3)(21) 91,850348,59716(2)(10)(22) (37,961) (1) (36,299) (1)6(23) (55,689) (2) (80,169) (2)(1,800)- (67,871) (2)265,0549490,541146(26) (48,398) (1) (47,563) (1)$216,6568$442,978136(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)$106,3244$347,20410$216,6568$442,97813$106,3244$347,204106(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 |
$693,832-693,832442,978(6,565 )436,413(42,237 )(379,555 )-(115 )$708,338$708,338216,656(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 ) |
$-148,475148,475-(67,722 ) (67,722 ) ---115$80,868$80,868-(48,718 ) (48,718 ) ---(1,859 ) $30,291 |
$10,417,225148,47510,565,700442,978(95,774 )347,204-(379,555 )5,683-$10,539,032$10,539,032216,656(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 )8,0068,9806(7)(24) 379,537395,3796(8)(24) 16,972-6(7) 22,72614,3496(22) 39756(7)(10)(22) 707 ( 2,273 )6(24) 12,20610,4421,967-6(9) -1,8586(16)(17) 2,0505,6836(21) ( 37,976 ) ( 33,234 )6(23) 55,68980,169( 31,599 ) 8,45333,79192,033293,845340,142( 43,565 ) 7,32025,3681,721205 ( 13 )11,625 ( 1,391 )( 12,793 ) 6,429( 617 ) ( 777 )949,5271,396,54237,05731,668( 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 )717,9401,035,4976(6) 4,1893,7336(28) ( 21,351 ) ( 51,290 )18879( 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) 185,704163,7366(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 ) 292,5476(1) 4,203,3383,910,7916(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) ( Disposals -Cost161) ( 44,398) ( 918) ( 12,641) ( 53) ( ' -Accumulated depreciation48 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) |
|
Disposals-Cost |
- |
( | 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.
- 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 <==
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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:
-
Understood and assessed the effectiveness of internal controls over cutoff of sales revenue and tested the effectiveness of internal controls over shipping and billing.
-
Checked the completeness of the export sales details for a certain period around balance sheet date and performed cutoff tests on a random basis, which 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:
-
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.
-
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.
-
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:
-
Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
~5~
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
~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 % $3,020,410266(2) 2,920-6(3) and 12 562,856510,118-7 5,697-6(24) 8,969-5(2) and 6(4) 1,100,69510107,50214,819,167426(5) 415,21046(6) 1,763,209166(7)(9) 3,192,172283(1) and 6(8) 602,22159,458-5(2) and 6(24) 504,946480,44115,244-8 29,270-6,602,17158$11,421,338100(Continued) |
December 31, 2018 | December 31, 2018 |
|---|---|---|---|
AMOUNT$4,075,456409550,74015,6575,625-1,243,58880,2735,971,748468,117745,5483,387,960-8,402470,32292,55290329,2705,203,074$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---111 |
||
53 |
|||
4731--41-- |
|||
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) 46,789-1,353-93,64317 45,517-6(11) 285,29236(24) --3(1) 16,014-488,60846(24) 584-3(1) 590,02056(12) 82,1821--672,78661,161,394106(13) 7,907,392696(12)(13)(14)(15) 1,294,605126(5)(16) 612,600622,829-490,34446(6)(17) (67,826) (1)10,259,944907 and 9 11 $11,421,338100 |
December 31, 2018 | December 31, 2018 |
|---|---|---|---|
AMOUNT$61,69422,5411,14873,73939,307293,94664,853-557,22881-76,8631,61878,562635,7907,907,3921,292,555568,30222,829708,33839,61610,539,032$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 |
---1-31- |
||
5 |
|||
--1- |
|||
1 |
|||
6 |
|||
71115-61 |
|||
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) $2,813,047100$3,470,1091006(4)(12)(22)(23), 7 and 9 (1,677,387) (59) (1,808,470) (52)1,135,660411,661,639486(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)322,29712765,170226(19) and 7 94,836348,54626(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)246,5149467,651146(24) (29,858) (1) (24,673) (1)$216,6568$442,978136(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)$106,3244$347,204106(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 |
$693,832-693,832442,978(6,565 )436,413(42,237 )(379,555 )-(115 )$708,338$708,338216,656(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 ) |
$-148,475148,475-(67,722 ) (67,722 ) ---115$80,868$80,868-(48,718 ) (48,718 ) ---(1,859 ) $30,291 |
$10,417,225148,47510,565,700442,978(95,774 )347,204-(379,555 )5,683-$10,539,032$10,539,032216,656(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.
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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 )5,9727,1836(6) 117,725306,2326(7)(22) 272,707284,3636(8)(22) 15,148-6(7) 22,72614,3496(20) - ( 78 )6(7)(9)(20) 707 ( 2,322 )6(22) 7,6935,2381,967-6(14)(15) 2,0505,6836(19) ( 28,541 ) ( 20,677 )6(21) 8,5324,456( 12,318 ) 16,4775,481 ( 3,937 )( 72 ) ( 3,028 )145,483297,825( 33,201 ) 11,98824,248 ( 825 )205 ( 13 )19,904 ( 204 )6,210 ( 14,621 )( 16,561 ) 12,918( 617 ) ( 777 )807,0631,346,54528,59921,398( 9,410 ) ( 3,578 )( 136,614 ) ( 123,172 )689,638 1,241,193 |
|---|---|
(Continued)
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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 $3,7336(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 ) 61,6946(27) ( 11,335 ) -6(27) ( 1,618 ) ( 2 )6(16) ( 387,462 ) ( 379,555 )( 462,109 ) ( 317,863 )( 1,055,046 ) 399,6326(1) 4,075,4563,675,8246(1) $3,020,410 $4,075,456 |
|---|---|
The accompanying notes are an integral part of these parent company only financial statements.
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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.
-
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:
| 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 |
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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 $ |
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(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:
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----- Start of picture text -----
Effective date by
New Standards, Interpretations and Amendments IASB
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| 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;
-
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- (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
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| 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.
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(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) |
|||
Disposals-Cost |
- | ( | 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) |
|||
Disposals-Cost |
- | ( | 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:
==> picture [456 x 96] intentionally omitted <==
----- 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 2 ~5 yearsOver 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 -CompanyEmployee stock options forfeited -Company-SubsidiariesAt December 31 At January 1 Employee stock options compensation cost -CompanyEmployee stock options forfeited -Company-SubsidiariesAt 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: -SubsidiariesJoint loan guarantee revenue: -SubsidiariesSubsidiaries 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 payable -relatedparties 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 payable-related |
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 hand -New Taiwan dollarChecking accounts Demand deposits -New Taiwan dollar-Foreign CurrencyCash Equivalents: Time deposits -New Taiwan dollarBill 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