Securities code 4582
February 27, 2024
(Date of commencement of electronic provision: February 26, 2024)

To Our Shareholders

1-28 Toranomon 4-chome, Minato-ku, Tokyo

SymBio Pharmaceuticals Limited
Representative Director,
President and CEO

Fuminori Yoshida

Notice of Convocation of
the 19th Ordinary General Meeting of Shareholders
Notice is hereby given that the 19th Ordinary General Meeting of Shareholders will be held as set forth below.
In convening the General Meeting of Shareholders, we have taken measures to provide information in electronic format. Details ofthese measures are available on our website. Please navigate in the following order to view them: select “To shareholders and investors,”
then “IR information,” and finally “General Meeting of Shareholders information.”
Company website: https://www.symbiopharma.com/en/
In addition to the Company website, we have also made available information regarding the General Meeting of Shareholders on thewebsite of the Tokyo Stock Exchange (“TSE”). If you are unable to view the information provided on the Company website, please
access the TSE website (Listed Company Search), search for the Company using our name (SymBio Pharmaceuticals) or securities
code (4582), and view information on the General Meeting of Shareholders under the Documents for public inspection/PR information
tab in Basic information.
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do;jsessionid=00B3819797A8C27B35A1821C503A34B91
If you are not attending the meeting, you may exercise your voting rights in writing or via the Internet. Please review the Reference
Documents for the Ordinary General Meeting of Shareholders accompanying this letter or provided in electronic format, and exercise
your voting rights by no later than 5:30 p.m. on Thursday, March 21, 2024 (JST), following the instructions below.
[Exercise of voting rights by mail]Please review the instructions under the “Procedures for the exercise of voting rights” and indicate your approval or disapproval of
the proposals in the enclosed voting form. Please return the voting form to us so that it arrives prior to the deadline indicated above.
[Exercise of voting rights via the Internet]
Please review the instructions under the “Procedures for the exercise of voting rights” to exercise your voting rights prior to thedeadline indicated above.
In the event that a voting right is exercised both by returning a voting form by mail and via the Internet, only voting via the Internet
will be valid and will supersede the form submitted by mail.
In the event that a voting right is exercised via the Internet more than once, only the most recent exercise will be valid.
[Regarding electronic voting platform]
Nominee shareholders (including standing proxies) of managing trust banks, etc. may exercise their voting rights through theelectronic voting platform operated by ICJ, Inc., if they have applied in advance to do so.

1

1.
2.

Date/Time:
Place:

3.

Objectives:
Reports

Friday, March 22, 2024 at 10:00 a.m. (Doors open at 9:30 a.m.)
Sapia Tower 6th Floor, 7-12 Marunouchi 1-chome, Chiyoda-ku, Tokyo
Station Conference Tokyo, Room 602(Please see the attached map)
1. Business report, consolidated financial statements, and report on the results of audit on consolidated
financial statements by accounting auditor and Audit & Supervisory Committee for the 19th Term (January
1, 2023 to December 31, 2023)
2. Financial report for the 19th Term (January 1, 2023 to December 31, 2023)

Items for resolution:
Proposal 1:
Partial amendments to the Articles of Incorporation
Proposal 2:
Election of six (6) Directors (excluding Directors serving as Audit & Supervisory Committee Members)
Proposal 3:
Election of three (3) Directors serving as Audit & Supervisory Committee Members
Proposal 4:
Election of one (1) Director serving as Substitute Audit & Supervisory Committee Member
Proposal 5:
Determination of the amount of compensation for Directors (excluding Directors serving as Audit &Supervisory Committee Members)
Proposal 6:
Overview and conditions for stock options as compensation for Directors----------------------------------------------------------------------------------1. If attending the Ordinary General Meeting of Shareholders in person, in order to exercise your voting rights, please submit theenclosed voting form at the reception desk upon arrival at the venue on the day of the meeting.
2. Please also bring this Notice of Convocation to the meeting with you to save on resources.
3. If you are unable to attend the Ordinary General Meeting of Shareholders, you can exercise your voting rights by sending anothershareholder with voting rights to the meeting as your proxy. Please note, however, that it is necessary to submit a document
evidencing the authority of the proxy.
4. Please be advised that should any modification to the information provided in electronic format be necessary, the modified
information will be posted on each website the information is provided.
5. The mailing of this document serves as the provision of information provided in electronic format in paper form per the request forsuch form.
6. Please note that when convening future general meetings of shareholders, we may cease to provide information in paper form, except
for information on events and others stipulated by laws and regulations.

2

Proposals and reference matters
Proposal 1: Partial amendments to the Articles of Incorporation
1. Reason for the proposal
As of December 31, 2023, a total of 42,278,081 shares of the Company had been issued out of a total of 65,000,000 authorizedshares.
To enable flexible fundraising in preparation for future business expansion, we propose to increase the total number of authorizedshares.
2. Detail of the change
The detail of the change is as follows.
(The change is underlined.)
Current Articles of Incorporation

Proposed Change

Article 6 (Total number of authorized shares)
Total number of authorized shares of the Company shall be
65,000,000.

Article 6 (Total number of authorized shares)
Total number of authorized shares of the Company shall be
115,000,000.

3

Proposal 2: Election of six (6) Directors (excluding Directors serving as Audit & Supervisory Committee Members)
Four (4) Directors (excluding Directors serving as Audit & Supervisory Committee Members; same applies hereafter in this proposal)
will have their terms of office expire at the conclusion of the Ordinary General Meeting of Shareholders. In order to strengthen the
management structure and promote product development, we propose the election of six (6) Directors as below.
Profiles of the candidates for Directors are as follows:#

Name(Date of birth)

Career summary, status/responsibility at the Company andsignificant concurrent positions
January 1980

1

Fuminori Yoshida(January 19, 1949)

July 1991
May 1993
March 2005
April 1972
April 2002
March 2007

2

Shigetoshi Matsumoto(August 12, 1949)
Outside Director term ofoffice: six years

April 2011
October 2011
June 2015
October 2015
March 2017
March 2018
July 1971
July 1973
July 1974
July 1977

3

Bruce David Cheson(April 6, 1946)
Outside Director term ofoffice: five years

October 1984
June 2001
July 2002
March 2013
August 2016
December 2018
March 2019
May 2021
April 1980
April 2002
April 2003

4

Eiji Ebinuma(July 3, 1957)
Outside Director term ofoffice: three years

December 2008
January 2013
June 2014
June 2016
March 2019
June 2019
March 2021

Representative Director and President, Nippon Bio-Rad Laboratories
Co., Ltd.
Representative Director and President, Nippon Syntex K.K.
Representative Director and President, Amgen K.K.
Corporate Vice-President, Amgen Inc. (U.S.)
Established the Company and became Representative Director, President
and CEO (current)
Joined Chugai Pharmaceutical Co., Ltd.
General Manager of the Audit Office, Chugai Pharmaceutical Co., Ltd.
Full-time Audit & Supervisory Board Member, Chugai PharmaceuticalCo., Ltd.
Senior Advisor, Chugai Pharmaceutical Co., Ltd.
Advisor, APO PLUS STATION Co., Ltd.
Senior Advisor, Protiviti LLC
Audit Practice Counselor, Japan Audit & Supervisory Board Members
Association (current)
Outside Audit & Supervisory Board Member, the Company
Outside Director, the Company (current)Internship of Internal Medicine, University of Virginia Hospital
Senior Assistant Resident of Internal Medicine, University of Virginia
Hospital
Clinical and Research Fellow of Hematology, New England Medical
Center Hospital
Assistant Professor of Medicine, Hematology/Oncology of University of
Utah School, University of Utah Hospital
Senior Investigator and Head of Medicine Section, National Cancer
Institute, Cancer Therapy Evaluation Program
Scientific Advisor, Lymphoma Research Foundation
Deputy Chief, Hematology-Oncology, Head of Hematology, Georgetown
University Hospital, Lombardi Comprehensive Cancer Center
Hematology-Oncology Fellowship Program Director GUH
Outside Director, Morphosys
Frank M. Ewing Foundation Chair in Hematology-Oncology
Outside Director of the Company (current)
Doctor, The Center for Cancer and Blood Disorders (current)
Joined the Industrial Bank of Japan, Ltd. (currently Mizuho Bank, Ltd.)
Deputy Head of HR Planning Team, Mizuho Bank, Ltd.
Head of President Office and Planning Department, Olympic Group
Corporation
Registered as an Attorney-At-Law, Toranomon Sougoh Law Firm
Attorney-At-Law, Partner, Tanabe & Partners Law Firm (current)
Outside Director, MIRAIT Holdings Corporation
Outside Director, Rakuten Bank, Ltd. (current)
Outside Audit & Supervisory Board Member, the Company (current)
Audit & Supervisory Board Member, Toko Electrical Construction Co.,Ltd.
Outside Director, the Company (current)

5

Number ofCompany
shares owned

1,179,700

22,500

None

None

#

Name
(Date of birth)

Career summary, status/responsibility at the Company andsignificant concurrent positions
April 1981
October 1988

5*

Toshio Imabeppu(July 13, 1956)

August 2002
July 2004
July 2008
July 2013
July 2014
October 2015
June 2019
June 2022
June 2022
March 1991

Joined the Ministry of Health and Welfare (currently the Ministry of
Health, Labour and Welfare [MHLW])
Office of Advanced Pharmaceutical Technology, the Ministry of Healthand Welfare
Cabinet Counselor, Cabinet Secretariat
Director, Health Insurance Bureau, MHLW
Director, Accounting Division, MHLW
Director, Pharmaceutical and Food Safety Bureau, MHLW
Director-General for Policy Planning and Evaluation, MHLW
Retired from the MHLW
Outside Director, Ship Healthcare Holdings, Inc. (current)
President, Japan Association for Regenerative Medicine (current)
Representative Director, Foundation for Training and Licensure
Examination in Judo Therapy (current)
Senior Vice President of Global Development and Chief Medical
Officer, Amgen Inc.
CEO, G&R Morstyn Pty Limited (current)
Outside Director, the Company
Deputy Chairman, Victorian Comprehensive Center Centre, Australia
Outside Director, Actinogen Medical, Australia (current)
Resigned from the post of Outside Director of the Company
Board Chair, Pio Therapeutics, Australia (current)

Number ofCompany
shares owned

None

April 2006
March 2009
George Morstyn
6*
None
July 2010(December 28, 1950)
December 2017
March 2019
May 2021(Notes) 1. * indicates new candidates for Directors.
2. There are no special interests between any of the above candidates and the Company.
3. Shigetoshi Matsumoto, Bruce David Cheson, Eiji Ebinuma, Toshio Imabeppu, and George Morstyn are proposed as candidates for the positionof Outside Director.
4. The Company has designated candidates Shigetoshi Matsumoto and Eiji Ebinuma as independent officers pursuant to the provisions of theTokyo Stock Exchange (TSE) and registered them as such with the TSE. If they are reelected, the Company will continue registering bothcandidates as independent officers.
5. The reasons for election of the candidates for Outside Director and a summary of their expected roles are as follows:(1) The Company proposes to elect Shigetoshi Matsumoto as Outside Director to seek his advice and opinion on the Company’s
management, having an objective perspective independent from the Company’s management engaged in business operations,leveraging his extensive knowledge and years of experience in business practice and audit at companies in the same industry.
(2) The Company proposes to elect Bruce David Cheson as Outside Director to seek his advice and opinion on the Company’s management,
having an objective perspective independent from the Company’s management engaged in business operations, leveraging his
knowledge and experience as a physician. We note that, although Dr. Cheson has never been involved in the management of corporation
other than in the capacity of an outside director or auditor, we nevertheless conclude that, for the aforementioned reasons, he is capableof appropriately executing the duties of Outside Director of the Company.
(3) The Company proposes to elect Eiji Ebinuma as Outside Director to seek his advice and opinion on the Company’s management,
having an objective perspective independent from the Company’s management engaged in business operations, leveraging his abundant
knowledge and experience as an attorney. We note that, although Mr. Ebinuma has never been involved in the management ofcorporation other than in the capacity of an outside director or auditor, we nevertheless conclude that, for the aforementioned reasons,he is capable of appropriately executing the duties of Outside Director of the Company.
(4) The Company proposes to elect Toshio Imabeppu as Outside Director to seek his advice and opinion on the Company’s managementfrom an objective perspective independent from the Company’s management engaged in business execution, based on his professional
knowledge and extensive experience, particularly in health and pharmaceutical affairs, garnered during his years at the Ministry of
Health and Welfare (currently the Ministry of Health, Labour and Welfare), serving as Director of the Pharmaceutical and Food Safety
Bureau and Directo-General for Policy Planning and Evaluation. Although Mr. Imabeppu has never been involved in the managementof corporation other than in the capacity of an outside director or outside auditor, we have concluded that, for the aforementioned
reasons, he is capable of appropriately executing the duties of Outside Director of the Company.
(5) The Company proposes to elect Geoge Morstyn as Outside Director. Dr. Morstyn served as Outsider Director of the Company fromMarch 2009 to March 2019. If elected, we believe he will provide advice and opinion on the Company’s management from an objective
perspective independent from the Company’s management engaged in business execution, drawing on his expertise and abundant
knowledge as a physician, to bolster global development operations.
6. The Articles of Incorporation of the Company stipulate that the Company may enter into an agreement with Directors (excluding thoseengaged in business execution) to limit their liability for damages resulting from negligence of their duties, and the Company has concluded
such agreement with Mr. Shigetoshi Matsumoto, Mr. Bruce David Cheson, and Mr. Eiji Ebinuma. If the above candidates are appointed as
Outside Directors, the Company will enter into or renew the liability limitation agreement with each of them.
A summary of the contents of the liability limitation agreement is as follows.
- In the event that a Director is deemed to be liable for damages stipulated in Article 423, Paragraph 1 of the Companies Act, liability will
be limited to the higher of 1,000,000 yen or the maximum liability amount set forth in laws and regulations, provided that the Director
has performed his/her duties in good faith and without gross negligence.
7. The Company has concluded an indemnification contract with each of the current Directors. In addition to expenses related to shareholder
lawsuits that arise due to misconduct, the indemnification contract covers a wide range of expenses that individual officers and the Company
may incur, including the costs of dealing with criminal proceedings and public investigations. If the election of candidates for Directors isapproved, the Company will enter into or renew the indemnification contract with each of them.
8. The Company has obtained Directors and Officers Liability Insurance Policies covering all current Directors. If the above candidates for
Directors are elected, the contract will renew automatically with the same contents with each candidate as the insured.
The said contract covers the loss incurred by the insured due to damages arising from improper acts based on the position of Director.
Costs of premiums paid on the aforementioned insurance are borne entirely by the Company.

6

Proposal 3: Election of three (3) Directors serving as Audit & Supervisory Committee Members
Three (3) directors serving as Audit & Supervisory Committee Members will have their terms of office expire at the conclusion of theOrdinary General Meeting of Shareholders. Accordingly, we propose the election of three (3) Directors serving as Audit & Supervisory
Committee Members as below. The Company has obtained the consent of the Audit & Supervisory Committee for this proposal.
Profiles of the candidates for Directors serving as Audit & Supervisory Committee Members are as follows.
#

Name(Date of birth)

Career summary, status/responsibility at the Company andsignificant concurrent positions
April 1974
June 1998

Number ofCompany
shares owned

Joined The Industrial Bank of Japan, Ltd. (currently Mizuho Bank, Ltd.)
Chief, The Americas Corporate Credit Office, Credit Department, The
Industrial Bank of Japan, Ltd. (stationed in New York)
June 2003
General Manager, Corporate Planning Office, Kyowa Hakko Kogyo Co.,Ltd.
April 2005
General Manager, Medicine Planning Department, Kyowa Hakko Kogyo
Kiyoshi WatanabeCo., Ltd.
(May 16, 1951)
1
October 2008
General Manager, Planning & Administration Department, Kyowa
None
Outside Director term ofHakko Bio Co., Ltd.
office: 2 years
February 2011
Full-time Audit & Supervisory Board Member, Kawaguchi Chemical
Industry Co., Ltd.
June 2015
Audit & Supervisory Board Member, Toho Acetylene Co., Ltd.
March 2017
Full-time Outside Audit & Supervisory Board Member, the Company
March 2022
Outside Director (full-time Audit & Supervisory Committee Member),the Company (current)
September 1983
Registered as a Certified Public Accountant
March 1984
Joined Price Waterhouse Consultants, Inc.
March 1986
Joined Deloitte & Touche Accountants, Log Angeles and New York
February 1991
Registered as a Certified Public Account in the US
April 2000
Representative Partner, Kasumigaseki Audit Corp. (current Grant
Thorton Taiyo LLC)
Kesao Endo
June 2006
Outside Auditor, Akebono Brake Industry Co., Ltd.
(November 28, 1951)
2
None
Outside Director term of July 2012
Representative Partner, BDO Sanyu & Co.
office: 2 years
October 2015
Representative, Endo C.P.A. Firm (current)
May 2016
Outside Director, Careerlink Co., Ltd.
May 2016
Representative Partner, ABS Audit Corp. (current)
March 2018
Outside Audit & Supervisory Board Member, the Company
March 2022
Outside Director (Audit & Supervisory Committee Member), theCompany (current)
April 2000
Joned The Industrial Bank of Japan, Ltd. (currently Mizuho Bank, Ltd.)
April 2002
Transferred to Mizuho Corporate Bank, Ltd. (Mizuho Bank, Ltd.)
November 2006
Joined The Legal Training and Research Institute of Japan
Yasuhiro Tamo
December 2007
Joined Yanagida & Nomura Law Firm
(December 15, 1975)
3
None
August2009
Joined Nomura & Partners Law Firm
Outside Director term ofJanuary 2019
Partner, Nomura & Partners Law Firm (current)
office: 2 years
March 2021
Outside Audit & Supervisory Board Member, the Company
March 2022
Outside Director (Audit & Supervisory Committee Member), theCompany (current)(Notes) 1. There are no special interests between any of the candidates above and the Company.
2. Each candidate is a candidate for Outside Director serving as Audit & Supervisory Committee Member.
3. The Company plans to continue designating candidates Kiyoshi Watanabe and Kesao Endo as independent officers pursuant to the provisionsof the Tokyo Stock Exchange (TSE) and register them as such with the TSE.
4. The reasons for nomination and a summary of the expected roles of the candidates for Outside Directors serving as Audit & Supervisory
Committee Members are as follows.
(1) We request the election of Kiyoshi Watanabe as Outside Director because we expect him to provide effective oversight of managementfrom an independent and objective standpoint and contribute advice and opinion for the realization of highly effective audits, drawing
on his extensive experience and knowledge as a corporate auditor of listed companies.
(2) We request the election of Kesao Endo as Outside Director because Mr. Endo, as a certified public accountant, has considerable
knowledge in finance and accounting matters, and because we expect him to provide advice and opinion based on his experience
serving as an outside director of listed companies.
(3) We request the election of Yasuhiro Tamo as Outside Director because we believe Mr. Tamo will provide advice and opinion based on
his vast experience and professional insights as an attorney-at-law. Although Mr. Tamo has never been involved in corporate
management in any way other than serving as an outside director or outside auditor, for the reason stated above, we have determinedthat he is capable of appropriately performing the duties of Outside Director.
5. The Articles of Incorporation of the Company stipulate that the Company may enter into an agreement with Directors (excluding thoseengaged in business execution) to limit their liability for damages resulting from negligence of their duties, and the Company has concluded
such agreement with Mr. Kiyoshi Watanabe, Mr. Kesao Endo, and Mr. Yasuhiro Tamo. If the above candidates are appointed as Directors
serving as Audit & Supervisory Committee Members, the Company will maintain the liability limitation agreement with each of them.
A summary of the contents of the liability limitation agreement is as follows.
In the event that a Director is deemed to be liable for damages stipulated in Article 423, Paragraph 1 of the Companies Act, liability will belimited to the higher of 1,000,000 yen or the maximum liability amount set forth in laws and regulations, provided that the Director has
performed his/her duties in good faith and without gross negligence.
6. The Company has concluded an indemnification contract with each of the current Directors. In addition to expenses related to shareholder
lawsuits that arise due to misconduct, the indemnification contract covers a wide range of expenses that individual officers and the Company

7may incur, including the costs of dealing with criminal proceedings and public investigations. If the election of candidates for Directors
serving as Audit & Supervisory Committee Members is approved, the Company will maintain the indemnification contract with each ofthem.
7. The Company has obtained Directors and Officers Liability Insurance Policies covering all current Directors serving as Audit & Supervisory
Committee Members. If the above candidates for Directors serving as Audit & Supervisory Committee Members are elected, the contract
will renew automatically with the same contents with each candidate as the insured.
The said contract covers the loss incurred by the insured due to damages arising from improper acts based on the position of Director serving
as Audit & Supervisory Committee Member.
Costs of premiums paid on the aforementioned insurance are borne entirely by the Company.

8

Proposal 4: Election of one (1) Director serving as Substitute Audit & Supervisory Committee Member
The Company requests the election of one (1) Director serving as Substitute Audit & Supervisory Committee Member in case of apotential shortage of the number of Directors serving as Audit & Supervisory Committee Members stipulated by laws and regulations.
The appointment of the Director serving as Substitute Audit & Supervisory Committee Member may be revoked by a resolution of theBoard of Directors with the consent of the Audit & Supervisory Committee, but only prior to taking office. The Company has obtained
the consent of the Audit & Supervisory Committee to submit this proposal.
The profile of the candidate for Director serving as Substitute Audit & Supervisory Committee Member is as follows:
Name(Date of birth)

Career summary, status/responsibility at the Company andNumber of Company
significant concurrent positions
shares owned
April 1970
Joined the Industrial Bank of Japan, Ltd. (currently Mizuho Bank, Ltd.)May 1996
Manager of the Paris branch office, the Industrial Bank of Japan, Ltd.
(currently Mizuho Bank, Ltd.)March 2008
Outside Audit & Supervisory Board Member (full-time), Kawaguchi
Takashi Watanabe
None
Chemical Industry Co., Ltd.
(March 2, 1947)
June 2010
Outside Audit & Supervisory Board Member, SMS Co., Ltd.
March 2011
Outside Audit & Supervisory Board Member (full-time), SMS Co., Ltd.
June 2014
Outside Audit & Supervisory Board Member, SMS Co., Ltd.
(Notes) 1. There is no special interest between the above candidate and the Company.
2. Takashi Watanabe is a candidate for Outside Director serving as Substitute Audit & Supervisory Committee Member.
3. The reasons for nomination and a summary of the expected roles of the candidate for Outside Director servicing as Substitute Audit &Supervisory Committee Member are as follows:
We request the election of Takashi Watanabe as an Outside Director serving as Substitute Audit & Supervisory Board Member to receive
advice and opinions concerning the audit of the Company’s Directors in the execution of their official duties from an objective and fair
perspective, leveraging his extensive experience and knowledge he gained as an Audit & Supervisory Board Member at listed companies.
If he is appointed, the Company intends to register him as an independent officer in accordance with the provision of the Tokyo Stock
Exchange.
4. The Articles of Incorporation of the Company stipulate that the Company may enter into an agreement with Directors (excluding thoseengaged in business execution) to limit their liability for damages resulting from negligence of their duties. If the above candidate isappointed as Director serving as Substitute Audit & Supervisory Committee Member, the Company will continue the liability limitationagreement with him.
A summary of the contents of the liability limitation agreement is as follows.
- In the event that a Director is deemed to be liable for damages stipulated in Article 423, Paragraph 1 of the Companies Act, liability will
be limited to the higher of 1,000,000 yen or the maximum liability amount set forth in laws and regulations, provided that the Director has
performed his/her duties in good faith and without gross negligence.
5. The Company has concluded an indemnification contract with each of the current Directors. In addition to expenses related to shareholder
lawsuits that arise due to misconduct, the indemnification contract covers a wide range of expenses that individual officers and the Company
may incur, including the costs of dealing with criminal proceedings and public investigations. If the election of candidate for Director serving
as Substitute Audit & Supervisory Committee Member is approved, the Company will continue the indemnification contract with him.
6. The Company has obtained Directors and Officers Liability Insurance Policies covering all current Directors. If the above candidate for
Directors serving as Substitute Audit & Supervisory Committee Member is elected, the contract will renew automatically with the samecontents with the candidate as the insured.
The said contract covers the loss incurred by the insured due to damages arising from improper acts based on the position of Director serving
as Audit & Supervisory Committee Member.
Costs of premiums paid on the aforementioned insurance are borne entirely by the Company.

9Proposal 5: Determination of the amount of compensation for Directors (excluding Directors serving as Audit & Supervisory
Committee Members)
At the 17th Ordinary General Meeting of Shareholders held on March 29, 2022, it was resolved that the maximum annual amount ofmonetary compensation for Directors (excluding those serving as Audit & Supervisory Committee Members; same below for this
proposal) of the Company shall be 130 million yen, including maximum 40 million yen for Outside Directors.
If “Proposal 2: Election of six (6) Directors (excluding Directors serving as Audit & Supervisory Committee Members)” is approved
as proposed, the number of Directors will be six (6), of which five will be Outside Directors. In accordance with the increase in thenumber of Directors, this proposal asks for shareholders’ approval to increase the maximum annual amount of monetary compensation
for Outside Directors to 60 million yen while maintaining the maximum annual amount for Directors at 130 million yen, and to determine
the specific amount of compensation for individual Directors and the timing of payment by the resolution of the Board of Directors. The
Company has set forth a policy for determining matters related to compensation for individual Directors as outlined in “4. The Company’s
Officers, (5) Compensation of members of the Board of Directors, (i) Matters related to the policy for determining the details of individualcompensation for Directors” of the Business report. The amount of compensation proposed here is based on the said policy, and thedetails of the proposal are deemed appropriate.
The amount of monetary compensation for Directors does not include the amount of employee salaries for Directors concurrently
serving as employees.

10Proposal 6: Overview and conditions for stock options as compensation to Directors
At the 17th Ordinary General Meeting of Shareholders held on March 29, 2022, it was resolved that the maximum annual amount ofstock options as compensation for Directors (excluding those serving as Audit & Supervisory Committee members; same below for this
proposal) shall be 90 million yen (including maximum 30 million yen for Outside Directors), and that the maximum number of stockacquisition rights to be issued within a year from the date of the Ordinary General meeting of Shareholders of each fiscal year shall be
3,200 units.
If “Proposal 2: Election of six (6) Directors (excluding Directors serving as Audit & Supervisory Committee Members)” is approved
as proposed, the number of Directors will be six (6) (of which, five [5] will be Outside Directors). In accordance with the increase in thenumber of Directors, this proposal asks for shareholders’ approval to maintain the maximum annual amount of stock acquisition rights
issued to Directors as stock options at 90 million yen while increasing the maximum annual amount for Outside Directors, included in
the maximum annual amount for all Directors, to 45 million yen; to increase the maximum number of stock acquisition rights issued
within a year from the date of the Ordinary General Meeting of Shareholders of each year to 9,000 units; and to maintain other conditions
as before. The Company’s basic policy is to link compensation to shareholders’ profit to ensure that the compensation sufficiently
functions as an incentive for achieving sustainable growth in corporate value, and to determine the compensation for individual Directors
at an appropriate level based on their responsibilities. The Company has determined that the amount of compensation set forth in this
proposal is in line with this policy and is appropriate.
The amount of compensation as stock options to Directors does not include the amount of employee salaries for Directors concurrently
serving as employees.
< Overview of stock acquisition rights to be granted as stock options>(1) Class and number of shares to be issued upon exercise of stock acquisition rights
The class of shares to be issued upon exercise of each stock acquisition right shall be common stock of the Company,
and the number of shares to be issued upon exercise of each stock acquisition right shall be 25 shares.
However, in the case that the total number of shares of common stock of the Company is adjusted as below, the numberof shares to be issued will be revised accordingly.
In the event that the Company conducts a stock split or a reverse stock split, the number of shares to be issued upon
exercise of unexercised stock acquisition rights shall be adjusted in accordance with the formula set forth below, withany fraction less than one share resulting from the adjustment rounded down
(Number of shares after adjustment) = (Number of shares before adjustment) x (Ratio of stock split or reverse stock split)
In addition to the abovementioned reasons, if it becomes necessary to adjust the number of shares to be issued upon
exercise of unexercised stock acquisition rights, the Company shall make such adjustment to a reasonable extent.
(2) Total number of stock acquisition rights
The maximum amount of stock acquisition rights to be issued within a year from the date of the Ordinary General
Meeting of Shareholders of each fiscal year shall be 90 million yen as stated above, of which a maximum of 45 million
yen is to be issued to Outside Directors. The maximum number of stock acquisition rights to be issued within the said
year is 9,000.
(3) Amount to be paid in for stock acquisition rights
The amount to be paid in shall be the fair value of the stock acquisition rights calculated using the Black-Scholes Modelon the allotment date of stock acquisition rights. In lieu of payment in cash, the person receiving the allotment shall offset
the payment for stock acquisition rights with compensation claims held against the Company.
(4) Amount of assets to be contributed upon exercise of stock acquisition rights, or its calculation method
The amount of assets to be contributed upon exercise of stock acquisition rights shall be the amount obtained bymultiplying the price per share to be issued upon exercise of the stock acquisition rights, which shall be one yen, by the
number of shares to be allotted.
(5) Exercise period of stock acquisition rights
The exercise period shall be determined by the Board of Directors and shall be within a ten (10) year period from the
day following the date of allotment of stock acquisition rights.
(6) Conditions for exercise of stock acquisition rights(i) The holders of stock acquisition rights must be Directors of the Company at the time of exercising the rights.
However, this will not apply if there are justifiable reasons, such as retirement due to expiration of term of office.
(ii) Any fraction less than one (1) unit of stock acquisition rights shall not be exercisable.
(iii) In the event that an absorption-type merger or incorporation-type merger in which the Company becomes thedissolved company, an absorption-type split or incorporation-type split in which the Company becomes the
splitting company, or a share exchange or share transfer in which the Company becomes a wholly owned subsidiary(hereafter collectively referred to as “Corporate Restructuring”) is approved by a resolution of the General Meetingof Shareholders of the Company (including cases where a resolution by the General Meeting of Shareholders isdeemed to have been adopted pursuant to Article 319 of the Companies Act; same applies below) or a resolutionof the Board of Directors of the Company (including cases where approval by a resolution of the General Meetingof Shareholders is deemed unnecessary) before the commencement of the exercise period of the stock acquisitionrights, the holders of the stock acquisition rights, regardless of the provisions of (5) above, may exercise the stockacquisition rights from the date of approval until the day preceding the effective date of Corporate Restructuring.
(iv) In the event of the death of a stock acquisition rights holder, heirs of the rights holder may inherit the stockacquisition rights and exercise them in accordance with the provisions of the stock acquisition rights allocationagreement concluded between the Company and the rights holder.
(v) Other conditions for the exercise of stock acquisition rights shall be determined by the Board of Directors of theCompany.
(7) Restrictions on acquisition of stock acquisition rights by transfer
Any acquisition of the stock acquisition rights by transfer shall require the approval of the Board of Directors of theCompany.
(8) Acquisition clause of stock acquisition rights

11

In the event that the following proposals (i), (ii), (iii), (iv), or (v) is approved by the General Meeting of Shareholders of
the Company (or by a resolution of the Board of Directors of the Company if a resolution of the General Meeting of
Shareholders is not required), the Company may acquire the stock acquisition rights without consideration on a dateseparately determined by the Board of Directors of the Company.
(i) A proposal for approval of a merger agreement under which the Company becomes the dissolving company(ii) A proposal for approval of a company split agreement or a company split plan in which the Company becomes the
splitting company(iii) A proposal for approval of a share exchange agreement or a share transfer plan under which the Company becomesa wholly owned subsidiary(iv) A proposal for approval of an amendment to the Articles of Incorporation to provide that the acquisition of allshares of the Company by way of transfer will require the approval of the Company(v) A proposal for approval of an amendment to the Articles of Incorporation to provide that the acquisition of theclass of shares that are the subject of the stock acquisition rights by transfer will require the approval of theCompany, or that the Company shall acquire all of such class of shares by a resolution of the General Meeting of
Shareholders.
(9) Other matters concerning stock acquisition rights
The detailed conditions outlined in (1) through (8) above and other matters related to stock acquisition rights shall be
determined by the Board of Directors of the Company, which will also determine the terms and conditions for the offer
of stock acquisition rights.

121. Current Status of the Corporate Group(1) Business conditions and operating results
Progress of the Group’s business in the fiscal year ended December 31, 2023 (FY 2023) is as follows.
(i) Business results
In December 2020, the Group began selling TREAKISYM® (generic name: bendamustine hydrochloride or bendamustinehydrochloride hydrate) through its own sales organization. This was a critical step of the Group to attain profitability in FY 2021,
which was a top priority for the fiscal year.
To achieve nationwide distribution, we have entered into distribution agreements with Suzuken Co., Ltd. and Toho PharmaceuticalCo., Ltd. with both companies as exclusive distributors. We are also working with S.D. Collabo Co., Ltd. and have established twologistics centers, one in Eastern Japan and the other in Western Japan. Further, by deploying medical representatives nationwide,
we have established a system through which we can better provide science-backed information.
In FY 2022, the Group obtained approval for a partial change to the marketing authorization of the ready-to-dilute (RTD) liquid
formulation of TREAKISYM® to add rapid infusion (RI) administration. Compared to the freeze-dried (FD) formulation, the RTD
formulation of TREAKISYM® reduces the time required for the complicated dissolution process. RI administration significantly
reduces the infusion time from 60 minutes it took previously to 10 minutes, benefitting both patients and healthcare providers. The
reduction in infusion volume to 50mL, from 250mL required previously, also lowers the volume of saline solution and, accordingly,
the amount of salt (sodium chloride) used.
Conversion to the RI administration is ongoing, with over 90% of medical institutions having switched to RI administration as ofthe end of December 2023.
During the fiscal year under review, due to the spread of COVID-19 and other viral infections, medical professionals continued
to refrain from prescribing bendamustine out of concerns for the increased risk of infection in patients with hematologic
malignancies, especially malignant lymphomas, and the possibility of prolonged or severe infection during or after treatment withbendamustine. However, with the approval of the additional indication of r/r DLBCL for the bendamustine-rituximab (BR) therapy
and the polatuzumab vedotin (genetically modified) plus bendamustine-rituximab (genetically modified) (Pola-BR) therapy, salesof TREAKISYM®, largely owing to sales for the treatment of r/r DLBCL, amounted to 5,589,708 thousand yen (-44.1% year onyear).
In terms of SG&A expenses, the Group recorded R&D expenses of 2,638,234 thousand yen (+3.3% YoY), and this combinedwith other SG&A expenses amounted to 5,222,681 thousand yen (-7.3% YoY).
As a result, in FY 2023, operating loss was 811,668 thousand yen (versus operating profit of 1,963,625 thousand yen in FY 2022)
and ordinary loss was 736,130 thousand yen (versus ordinary profit of 1,999,878 thousand yen in FY 2022). Loss attributable toowners of parent amounted to 1,962,817 thousand yen (versus profit attributable to owners of parent of 1,179,238 thousand yen in
FY 2022), due to the recording of 560,590 thousand yen in impairment losses resulting from the review of recoverability inaccordance with the Accounting Standard for Impairment of Fixed Assets and the recording of 744,728 thousand yen in deferredincome taxes due to the reversal of deferred tax assets.
In February 2022, four companies obtained marketing approval for the generic versions of TREAKISYM®, and two of thecompanies began selling their generic versions of the drug. Then, the two companies obtained approval for the generic versions of
the rapid infusion (RI) formulation of TREAKISYM® and began selling them. Given the potential infringement of Eagle’s patents
related to TREAKISYM® in Japan, which are exclusively licensed to the Company, the Company, jointly with Eagle, filed a lawsuitin December 2022, seeking an injunction against the manufacture and sale of Pfizer’s and Towa’s generic version of TREAKISYM®
and compensation for damages arising from the infringement. The lawsuit against the two companies is ongoing, and the Company
is doing its best to protect and preserve its rights.
Segment information has been omitted since the Group operates within a single segment, which includes the research anddevelopment, manufacturing, and marketing of pharmaceutical drugs and other related activities.
(ii) Research and development activities
During the fiscal year under review, we conducted the following research and development activities in each of our development
pipelines.
(a) Anticancer agents: SyB L-0501 (FD formulation), SyB L-1701 (RTD formulation), and SyB L-1702 (RI administration)(generic name: bendamustine hydrochloride or bendamustine hydrochloride hydrate, trade name: TREAKISYM®)
For the RI administration, the Group completed clinical studies on safety and a partial change application was approved in
February 2022, enabling the use of RI injection for all approved indications of the RTD formulation in-licensed from Eagle.
The Group will actively conduct joint research on TREAKISYM® with the University of Tokyo and Saitama Medical University,
to explore new development possibilities.
(b) Anticancer agents: SyB L-1101 (intravenous formulation) and SyB C-1101 (oral formulation) (generic name: rigosertib
sodium)For rigosertib in-licensed from Onconova Therapeutics, Inc. (head office: Pennsylvania, U.S.; hereinafter “Onconova”) andTREAKISYM®, the Group is searching for new indications as well as new applications for the drugs used in combination witheach other or with other existing drugs, through joint research and the offering of academia-industry collaborative courses with the
University of Tokyo.
(c) Antiviral drug: SyB V-1901 (generic name: brincidofovir [BCV])In the development of the intravenous and oral formulations of antiviral drug brincidofovir (SyB V-1901; hereinafter “IV BCV”
and “Oral BCV”), in-licensed from Chimerix Inc. (head office: North Carolina, U.S.; hereinafter “Chimerix”) with a view to global
rollout, the Group has been carrying out joint research with top research institutions of each specialized field in Japan and overseas
in light of the drugs’ broad effectiveness against double-stranded DNA (dsDNA) viruses.

13

The Group has decided to prioritize the global development of IV BCV primarily in Japan, the U.S., and Europe, targeting AdV
infection or infectious diseases associated with hematopoietic stem cell transplantation or organ transplantation in
immunocompromised patients. In March 2021, the Group filed an Investigational New Drug (IND) application with the US Foodand Drug Administration (FDA) to conduct a Phase IIa clinical trial primarily in pediatric patients (also including adults) sufferingfrom AdV infection or infectious diseases. This development program was granted Fast Track designation by the FDA in April
2021. In May 2023, the Phase IIa study confirmed that IV BCV demonstrated anti-AdV activity, establishing proof of concept(PoC) in humans. In December 2023, oral presentation was given on the positive data obtained from the study indicating theeffectiveness of IV BCV at the 65th American Society of Hematology (ASH) Annual Meeting and Exposition. Further, a use patentfor BCV for the treatment of AdV infection and infectious diseases filed based on the results of the study was granted and registeredin Japan in January 2024.
BK virus (BKV) infection after kidney transplantation is a disease with serious consequences for the recipient, the donor, themedical practitioner, and the society, due to the risk of impaired renal function and loss of the transplanted kidney (graft loss). The
Group submitted a clinical trial notification for a Phase II study in patients infected with BKV after kidney transplantation to thePharmaceuticals and Medical Devices Agency (PMDA) of Japan in May 2022 and filed another notification with the Therapeutic
Goods Administration (TGA) of Australia in August 2022, and the investigational drug was administered to the first patient (first
patient dosing [FPD]). The study was scheduled to conclude in 2025, but due to delays in patient enrollment against the plan, theGroup, together with researchers involved in the study, is considering making revisions to the study protocol.
The Group is also looking to develop BCV to treat multiple sclerosis, an intractable disease that has recently been proven to be
associated with Epstein-Barr virus (EBV). In August 2022, the Group entered into a collaboration agreement with the National
Institute of Neurological Disorders and Stroke (NINDS), part of the National Institutes of Health (NIH) in the U.S., for the transfer
of materials for evaluation of BCV’s potential antiviral effect on EBV. In March 2023, with the goals of verifying the efficacy of
BCV against EB virus infections in the treatment of multiple sclerosis and acquiring information necessary to conduct future
clinical studies, the Group concluded a Cooperative Research and Development Agreement (CRADA), and in October 2023, Dr.
Maria Chiara Monaco presented the research results at the 9th Joint ECTRIMS–ACTRIMS Meeting held in Milan, Italy. Further,in April 2023, the Group entered into a CRADA with the National Institute of Allergy and Infectious Diseases (NIAID) of the US
National Institute of Health, to evaluate the effectiveness of BCV in treating EBV-associated lymphoproliferative diseases.
Among dsDNA viruses, polyomaviruses, especially JC viruses (JSV), are known to cause serious brain diseases through theirinfection. As existing antiviral drugs show little efficacy, the development of an effective treatment is eagerly awaited. In
November 2022, the Group entered into Material Transfer Agreement with Penn State College of Medicine whereby the Groupwill provide BCV for use in a non-clinical study to evaluate the efficacy of BCV in mouse models of mouse polyomavirus infection.
Some dsDNA viruses, such as HSV1 and VZV, are directed against cranial nerve tissues, and recent studies have suggested thatthe reactivation of latent strains of these viruses may play a role in causing serious neurological disorders, including Alzheimer's
disease. In December 2022, the Group entered into a Sponsored Research Agreement with Tufts University to conduct joint
research on BCV. This joint research is a nonclinical study that will evaluate the efficacy of BCV in a herpes simplex virus (HSV)
infection model using a 3D (three-dimensional) brain model established by Tufts University.
In addition to having its strong antiviral effect, BCV also is expected to have an antitumor effect, and the Group is exploringnew indications such as EBV-positive lymphoma, refractory brain tumors, and other cancers via research collaborations with the
National Cancer Centre Singapore (NCCS) and University of California San Francisco (UCSF) Brain Tumor Center. In December
2022, the results of collaborative research with NCCS on the therapeutic efficacy of BCV in the treatment of NK/T-cell lymphoma
for which no effective treatment is currently available were presented at the 64th American Society of Hematology (ASH) Annual
Meeting in New Orleans. In June 2023, the results of research on biomarkers that predict the antitumor efficacy of BCV were
presented at the 17th International Conference on Malignant Lymphoma (ICML) held in Lugano, Switzerland.
In September 2022, Chimerix announced that it has completed the closing of the sale of BCV to Emergent BioSolutions Inc.
(head office: Maryland, U.S.). The Group’s exclusive worldwide development, manufacturing, and marketing rights to BCV for
all indications except orthopox virus infections (including smallpox and monkeypox) will not be affected.
(iii) Business outside Japan
In August 2023, Dr. Stephane Berthier was appointed CEO and president of SymBio Pharma USA, Inc., and in September 2023,
Dr. Nkechi Azie joined the management team as global chief medical officer (CMO). The Group will further expand its global
development structure and position SymBio Pharma USA as the driving force behind the international clinical trials, spearheading
and accelerating the global development plan for BCV.
(iv) Licensing of new drug candidates
The Group is moving ahead with global development of brincidofovir, an antiviral drug in-licensed in 2019. At the same time,
the Group continues to evaluate new drug candidates for potential in-licensing. Through these efforts, the Group aims to create
medium- to long-term business value as a profitable biopharmaceutical company with growth potential.
(v) Capital investment
The total amount of capital expenditures during the fiscal year under review was 204 thousand yen, mainly consisting of office
investments and the purchase of appliances, network devices, and business software.

(2) Fundraising status
In the consolidated fiscal year under review, the Group raised 692,400 thousand yen through the issue of new shares with EVO
FUND as the allottee.

14(3) Status of assets and profit and loss
(Unit: thousands of yen)
FY 2023
The 19th Term

Fiscal year

FY 2020
FY 2021
FY 2022
The 16th Term
The 17th Term
The 18th Term
(Consolidated fiscal year)
Classification
Net sales
10,008,338
5,589,708——
Operating profit (loss)——
1,963,625(811,668)
Ordinary profit (loss)——
1,999,878(736,130)
Profit (loss) attributable to owners of——
1,179,238(1,962,817)
parentProfit (Loss) per share (yen)
30.20
—
—
(49.19)Total assets
10,433,347
8,170,243——
Net assets
8,506,092——
7,209,909
Net assets per share (yen)204.83——
164.32(Note) Figures for the 17th and prior terms have been omitted as the Company began preparing consolidated financial statements from the 18thterm.

(4) Issues to be addressed by the GroupThe Group is committed to focusing on the following key management objectives.
(i) Further expansion of the pipeline
In order to enhance the enterprise value as a specialty pharmaceutical company, we need to expand the pipeline through ongoingin-licensing of new drug candidates for development.
The Group is conducting or planning development of the following anticancer agents: SyB L-0501, SyB L-1101, SyB C-1101,
SyB L-1701, SyB L-1702, and antiviral drug SyB V-1901. Currently we are in discussion with counterparties regarding the inlicensing of several new drug candidates, and will continue with active efforts to in-license new drug candidates for development
in order to further expand our pipeline.
(ii) Life cycle management of products in the existing pipeline
In order to enhance the enterprise value, not only in-licensing new drug candidates but also promoting product life cycle
management is important. Therefore, it is critical to maximize returns from each drug under development through indication
expansion after the in-licensed drugs’ initial approval.
TREAKISYM® is approved for manufacturing and marketing in Japan for the indications of recurrent/refractory low-grade nonHodgkin’s lymphoma and mantle cell lymphoma, chronic lymphocytic leukemia, and first-line treatment of low-grade nonHodgkin’s lymphoma and mantle cell lymphoma. TREAKISYM® was also granted approval for recurrent/refractory diffuse large
B-cell lymphoma (r/r DLBCL) in March 2021. In addition, the Company in-licensed the RTD formulation and RI injection of
TREAKISYM® from Eagle Pharmaceuticals in efforts to maximize the business value of TREAKISYM® by promoting the productlife cycle management of the product. For the RTD formulation, the Company obtained manufacturing and marketing approval in
September 2020, and launched the product in January 2021. For the RI injection, the Company filed a partial change application in
May 2021, and obtained approval in February 2022.
With respect to rigosertib, U.S. licenser Onconova had been conducting a global Phase III study (INSPIRE study) of the drug inpatients with myelodysplastic syndromes (MDS), but in August 2020, it announced that the primary endpoint of the study—
improved overall survival compared to physician’s choice of treatment—had not been met. The Company is in charge of clinicaldevelopment in Japan and is reviewing ways to utilize findings from the additional analysis of the INSPIRE study in future
development of rigosertib.
With the aim of maximizing the business value of rigosertib and TREAKISYM®, the Company intends to conduct joint researchwith the University of Tokyo, to investigate the efficacy of the drugs used in combination as well as used in combination with otherexisting drugs and look for new indications.
The Company is pressing forward with the global development of antiviral drug brincidofovir targeting adenovirus infections
occurring after hematopoietic stem cell transplantation and BK virus infections occurring after kidney transplantation, areas with ahigh unmet medical need, ahead of any other indications. In the Phase IIa clinical trial targeting adenovirus infections associatedwith hematopoietic stem cell transplantation, in May 2023, proof of concept (PoC) was established in humans for the intravenous
formulation of brincidofovir. For the Phase II clinical trial of brincidofovir targeting BK virus infections associated with kidneytransplantation, due to delays in patient enrollment against the study plan, the Company will again consider revising the study
protocol with researchers. It has also begun to explore the potential of the drug in treating virus-induced cancers. We aim to maximize
earnings through managing the lifecycle of our products as we transform into a specialty pharmaceutical company with the capacity
to expand into global markets. Further, in March and April 2023, we entered into a Cooperative Research and Development
Agreement (CRADA) with two research institutions belonging to the US National Institutes of Health. Moreover, by accumulating
data from joint research with Tufts University in the US, we will investigate the effectiveness of brincidofovir in treating various
dsDNA virus infections in humans and expand its indication to multiple viral infections. In doing so, we aim to maximize the market
and business value of brincidofovir.
(iii) Countermeasures to generic drugs
In February 2022, four pharmaceutical companies obtained approval to manufacture and market generic versions of the RTD
formulation of TREAKISYM®, and two of the four companies began sales of the generic versions. The two companies then obtained
approval for the rapid infusion (RI) formulation of TREAKISYM® and began selling it. Given the potential infringement of thelicensor Eagle Pharmaceuticals, Inc.’s patent and the exclusive patent license granted to SymBio, the Company, after discussing
with Eagle, jointly filed a lawsuit with Eagle against Pfizer Japan Inc. and Towa Pharmaceutical Co., Ltd. in December 2022,
seeking an injunction against the manufacture and sale of the generic versions of TREAKISYM® and claiming damages based on

15

patent infringement. The lawsuit against the two companies is still ongoing, and the Company is working tirelessly to protect andpreserve its rights.
(iv) Global expansion for further growth
In addition to Japan, the Group identifies China, South Korea, Taiwan, and Singapore as strategic regions and has moved forwardwith business development in Asia. However, with expanding medical expenditures due to the aging population in Japan, and theadvent of the “era of generic drugs comprising 80% of all drugs dispensed” as a governmental policy of Japan, the businessenvironment for innovative drug developers is expected to remain extremely challenging. Such a policy may also be implemented
by other Asian countries.
Under these circumstances, the Group will promote global expansion aiming for further growth. Utilizing its experience fosteredthrough its business in Asia, the Company will search, evaluate, and negotiate concerning new drug candidates that can follow
antiviral drug brincidofovir in order to acquire their rights on a global scale.
(v) Securing personnel
The Group places the highest priority on personnel as the Company’s principal management resource. Without talent, we cannot
make superior achievements in terms of exploring, developing, and providing information concerning new drugs; nor can we rollout these new drugs on a global scale. We have been continually recruiting talented people; especially after being listed, we haverecruited the best and brightest people in order to strengthen the management organization. Going forward, we plan to continue tofurther strengthen our human resources by providing on-the-job training and employee development programs.
(vi) Financial issue
It is necessary for the Group to raise funds required for business activities such as R&D expenditures as pipeline development
and global business expansion progress and as drug candidates increase in number.
Therefore, we make every effort to further strengthen the financial base by continually diversifying the method of fund raisingand curtailing costs through tight budget control.

(5) Major business activities (as of December 31, 2023)
The Group regards underserved therapeutic areas that lack the development of new drugs, despite significant unmet medical needs,
as business opportunities. We develop new drugs with a primary focus on the treatment of rare diseases, mainly in the areas of
oncology, hematology, and multiple viral infections, and conduct integrated business activities that encompass search for new drugcandidates, development, manufacturing, and sales.

(6) Main office and employees(i) Main office (as of December 31, 2023)
Name

Location

Main office

Minato-ku, Tokyo(ii) Employees (as of December 31, 2023)
Classification

Number of employees

Increase or decrease fromprevious fiscal year-end

Average age (years)

Average number of yearsof service

Male

74

-18

55.2

4.8

Female

35

+5

51.9

4.7

Total or average

109

-13

54.2

4.8

(Notes) 1. Number of employees refers to full time employees.
2. The above number of employees does not include 20 temporary staff (none at consolidated subsidiary).

(7) Status of significant subsidiaries
Company name

CapitalVoting rights ratio

Main business

SymBio Pharma USA, Inc.

USD1.00

100.0%

Pharmaceutical R&D(8) Main lenders and amount of borrowings (as of December 31, 2023)
Not applicable.

162. Matters Related to Stock (as of December 31, 2023)(1) Total number of authorized shares
Common stock: 65,000,000 shares(2) Total number of shares outstanding
Common stock: 42,190,361 shares (excluding 87,720 shares of treasury stock)(3) Number of shareholders
37,176(4) Major shareholders (10 largest)
Name of shareholder
Fuminori Yoshida
BofAS Inc. Segregation Account
Norihiro Kuroda
Sukenori Ito
Matsui Securities Co., Ltd.
Nomura Securities Co., Ltd.
State Street Bank and Trust Company 510643
SBI Securities Co Ltd.
BNP Paribas London Branch for Prime Brokerage Clearance
Acc for Third Party
Morgan Stanley MUFG Securities Co., Ltd.

Number of shares held
1,179,700
1,009,775
610,000
430,000
271,000
270,030
258,000
255,980

Shareholding ratio
2.8%
2.4%
1.4%
1.0%
0.6%
0.6%
0.6%
0.6%

249,700

0.6%

224,8190.5%(Notes) Shareholding ratio (%) indicates the percentage of shares outstanding held. Shares outstanding is equal to the number of shares issued minus
treasury shares.).

17

3. Matters Related to Share Acquisition Rights(1) Share acquisition rights held by the Company’s Officers that were issued as compensation for services (asof December 31, 2023)
The 48th warrant
by resolution of the Board of
Directors meetingon March 28, 2019

The 52nd warrant
by resolution of the Board of
Directors meetingon March 26, 2020

The 54th warrant
by resolution of the Board of
Directors meetingon March 24, 2021

Number of share acquisition rights

3,150 units

4,600 units

1,630 units

Number of shares to be issued upon
the exercise of share acquisitionrights (Note 3)

78,750 shares

115,000 shares

40,750 shares

Amount paid for share acquisitionrights

19,400 yen per unit

8,100 yen per unit

29,225 yen per unit

Value of property to be contributed
upon the exercise of each shareacquisition right1 yen per share

1 yen per share

1 yen per share

Period in which exercise of shareacquisition rights is possible

From: March 30, 2022
To: March 29, 2029

From: March 27, 2023
To: March 26, 2030

From: March 25, 2024
To: March 24, 2031——

1,000 units (1 holder)
25,000 shares

250 units (1 holder)
6,250 shares

400 units (1 holder)
10,000 shares

450 units (3 holders)
11,250 shares

The 56th warrant
by resolution of the Board of
Directors meetingon March 29, 2022

The 59th warrant
by resolution of the Board of
Directors meetingon March 23, 2023

Number of share acquisition rights

3,200 units

3,160 units

Number of shares to be issued upon
the exercise of share acquisitionrights (Note 3)

80,000 shares

79,000 shares

Amount paid for share acquisitionrights (Note 1) (Note 3)

17,200 yen per unit

11,000 yen per unit

Value of property to be contributed
upon the exercise of each shareacquisition right1 yen per share

1 yen per share

Period in which exercise of shareacquisition rights is possible

From: March 30, 2025
To: March 29, 2032

From: March 24, 2026
To: March 23, 2033

Status of possession by Directors(excluding Audit & Supervisory
Committee Members and Outside
Directors) (Note 3)

2,000 units (1 holder)
50,000 shares

2,560 units (1 holder)
64,000 shares

450 units (3 holders)
11,250 shares

600 units (3 holders)
15,000 shares

Status of possession by Directors(excluding Audit & Supervisory
Committee members and Outside
Directors) (Note 3)
Status of possession by Outside
Directors (excluding Audit &Supervisory Committee Members)

Status of possession by Outside
Directors (excluding Audit&
Supervisory Committee Members)(Note 3)(Notes) 1. The person who receives the allotment of share acquisition rights shall offset the amount to be paid for the relevant share acquisition rights
against cash compensation equivalent to the amount.
2. There are no share acquisition rights held by Directors serving as Audit & Supervisory Committee Members.
3. The Company conducted a 1-for-4 consolidation of common shares on July 1, 2019. Number of shares to be issued upon the exercise ofshare acquisition rights and exercise price have been adjusted accordingly.

18

(2) Share acquisition rights distributed to the Company’s employees as compensation for services during the
fiscal year under review (as of December 31, 2023)
The 60th warrant
by resolution of the Board of
Directors meeting on March
23, 2023
Number of share acquisitionrights10,801 units

Number of shares to be issued
upon the exercise of shareacquisition rights

270,025 shares

Amount paid for shareacquisition rights (Note 2)

11,000 yen per unit

Value of property to becontributed upon the exercise ofeach share acquisition right1 yen per share

Period in which exercise of shareacquisition rights is possible

From: March 24, 2026
To: March 23, 2033

Status of allotment to theCompany’s employees (Note 1)

7,986 units (85 holders)
199,650 shares(Notes) 1. Of the share acquisition rights mentioned above, 2,815 units (70,375 shares) have been forfeited due to the retirement or resignation of
employees.
2. The person who receives the allotment of share acquisition rights shall offset the amount to be paid for the relevant share acquisitionrights against cash compensation equivalent to the amount.

(3) Other important matters concerning share acquisition rights (as of December 31, 2023)
The details of the issue of share acquisition rights via third-party allotment were determined as below by resolution of the Boardof Directors at a meeting held on May 16, 2022.
The 58th warrant by resolutionof the Board of Directors
meeting
on May 16, 2022
Allotee

CVI INVESTMENT, Inc.

Number of share acquisitionrights

20,000 units

Number of shares to be issued
upon the exercise of shareacquisition rights

2,000,000 shares

Amount paid for shareacquisition rights

688 yen per unit

Value of property to becontributed upon the exercise ofeach share acquisition right

261 yen per share

Period in which exercise of shareacquisition rights is possible

From: June 2, 2022
To: June 1, 2027

19

4. The Company’s Officers (as of December 31, 2023)(1) Names of Directors and Audit & Supervisory Board Members
Company position

Name

Responsibility and significant concurrent position

Representative Director

Fuminori Yoshida

Representative Director, President and CEO

Director

Shigetoshi Matsumoto

Audit Practice Counselor, Japan Audit & Supervisory
Board Members Association

Director

Bruce David Cheson

Doctor, Cancer and Blood Disorders Center

Director

Eiji Ebinuma

Partner, Tanabe & Partners
Outside Director, Rakuten Bank, Ltd.

Director (full-time Audit & Supervisory
Kiyoshi Watanabe
Committee Member)
Director (Audit & Supervisory
Committee Member)

Kesao Endo

Representative, Endo C.P.A. Firm
Outside Director, Careerlink Co., Ltd.
Representative Partner, ABS Audit Corp.

Director (Audit & Supervisory
Committee Member)

Yasuhiro Tamo

Partner, Nomura & Partners(Notes) 1. Shigetoshi Matsumoto, Bruce David Cheson, Eiji Ebinuma, Kiyoshi Watanabe, Kesao Endo, and Yasuhiro Tamo are Outside Directors.
2. The Company has designated Outside Directors Shigetoshi Matsumoto, Eiji Ebinuma, Kiyoshi Watanabe, and Kesao Endo as
independent officers pursuant to the provisions of the Tokyo Stock Exchange (TSE) and registered them as such with the TSE.
3. Director (Audit & Supervisory Committee Member) Kesao Endo possesses deep insight in finance and accounting, which he gained
through his profession as a certified public accountant.
4. The Company has appointed Outside Director Kiyoshi Watanabe as full-time Audit & Supervisory Committee Member to enable
gathering of information from Directors (excluding Audit & Supervisory Committee Members) and information sharing at important
meetings, as well as sufficient cooperation between the Internal Audit Division and Audit & Supervisory Committee, with the aim ofstrengthening the Committee’s audit and supervisory functions.
5. The Company has adopted the Corporate Officer System. The Corporate Officers who do not hold concurrent positions as Directors are
as follows:
Vice President and Corporate Officer
Takaaki Fukushima
Corporate Officer
Koji Fukushima
Corporate Officer
Kozo Yoshida
Corporate Officer
Hiroyuki Hotta
Corporate Officer
Stephane Berthier(2) Summary of the contents of the liability limitation agreement
The Company has entered into a liability limitation agreement with all Directors excluding those engaged in business execution
based on the provisions of Article 427, Paragraph 1 of the Companies Act. Under the terms of the agreement, in the event that a
Director has caused loss to the Company due to negligence of his or her duties, and if the Director performed his or her duties in goodfaith and without gross negligence, the Director’s liability will be limited to the higher of 1,000,000 yen or the minimum liability
amount set forth in Article 425, Paragraph 1 of the Companies Act.

(3) Summary of the contents of the indemnification contract
The Company has entered into an indemnification contract with Fuminori Yoshida, Shigetoshi Matsumoto, Bruce David Cheson,
Kiyoshi Watanabe, Kesao Endo, and Yasuhiro Tamo as stipulated in Article 430-2, Paragraph 1 of the Companies Act. In addition to
expenses related to shareholder lawsuits that may arise due to misconduct, the indemnification contract covers a wide range ofexpenses that individual directors and the Company may incur, including the costs of dealing with criminal proceedings and public
investigations outside Japan.

(4) Directors and Officers Liability Insurance Policies
The Company has obtained Directors and Officers Liability Insurance Policies covering the Directors and Corporate Officers of
the Company and its subsidiaries.
The aforementioned insurance is payable as indemnification for losses suffered by the insureds as a result of a legal action brought
for alleged wrongful acts in their capacity as Directors and Corporate Officers. However, the insurance policies exclude coverage forclaims arising out of fraudulent or dishonest acts conducted knowing that they were in violation of the laws and regulations. By
establishing such exclusions, we have taken steps to ensure the appropriateness of the execution of duties by officers is notcompromised.
Costs of premiums paid on the aforementioned insurance are borne entirely by the Company.

(5) Compensation of members of the Board of Directors(i) Matters related to the policy for determining the details of individual compensation for Directors
The Company’s basic policy is to set the compensation for Directors at an appropriate level in consideration of their
responsibilities. The amount of compensation for Directors does not include the share of salary as an employee for Directors whoare concurrently serving as employees.
The Audit & Supervisory Committee has the authority to make decisions on the policy concerning the determination of the amount20

of compensation, or the calculation method thereof, for Directors serving as Audit & Supervisory Committee Members. The contentsof such authority and the scope of discretion shall be determined by the Audit & Supervisory Committee with the consent of all of
its members, within the limit of the total amount determined at the General Meeting of Shareholders.
1. Basic policy
The compensation system for Directors (excluding those serving as Audit & Supervisory Committee Members) shall be linked
to shareholders’ profit to function sufficiently as an incentive for the sustainable enhancement of corporate value. Furthermore,
the compensation of individual Directors (excluding those serving as Audit & Supervisory Committee Members) shall be
determined at an appropriate level based on the responsibilities of each position, and compensation shall consist of basic
compensation as fixed compensation, performance-linked compensation, and stock-based compensation.
2. Policy on determination of the amount of basic compensation (monetary compensation) of individual Directors (excluding thoseserving as Audit & Supervisory Board Members; including policies on determining the timing or conditions for granting
compensation)
The basic compensation for Directors (excluding those serving as Audit & Supervisory Committee Members) of the Company
shall be a monthly fixed compensation, and shall be determined based on a comprehensive consideration of the role,
responsibilities, years of service taking into account the level of compensation at other companies, the Company’s businessperformance, and the level of employee salaries. In making the decision, the Company confirms that the decision is in line withthe above policy, based on the report of the Nomination and Compensation Committee, which is composed of a majority of Outside
Directors, with an Outside Director serving as the chairperson. The decision is then delegated to the Representative Director by aresolution of the Board of Directors. In addition, the Company ensures reasonableness by delegating the decision to theRepresentative Director within the scope of the report that has been appropriately reviewed by the Nomination and Compensation
Committee.
3. Policy on determining the ratio of performance-linked compensation and other compensation of Directors (excluding thoseserving as Audit & Supervisory Committee Members)
Performance-linked compensation may be linked to the Medium-Term Management Plan, etc. to raise awareness of the need to
improve business performance, and compensation may be paid in a way that links business performance to compensation, or stock
options may be granted. The ratio of performance-linked compensation to other compensation shall be considered by the
Nomination and Compensation Committee. The Board of Directors shall delegate the President and Representative Director torespect the content of the report of the Nomination and Compensation Committee and to determine the content of compensationfor each individual Director (excluding those serving as Audit & Supervisory Committee Members). The ratio of compensation
for Directors who engage in business execution is considered based on the level of compensation benchmarked to companies of asimilar scale as the Company or companies in related industries and business categories.
4. Matters concerning the determination of the content of individual compensation of Directors (excluding those serving as Audit& Supervisory Committee Members)
The amount of compensation and stock options for each individual shall be reviewed by the Nomination and Compensation
Committee. The Board of Directors shall delegate the Representative Director, President and CEO to make decisions while
respecting the content of the report of the Nomination and Compensation Committee. Based on the delegation by the resolutionof the Board of Directors, Representative Director, President and CEO Fuminori Yoshida decides the amount, timing, and methodof payment of compensation to each Director for the current fiscal year. The above authority was delegated to Fuminori Yoshida,as the Company deems it appropriate for the Representative Director, President and CEO to make decisions on the contents ofcompensation in order to make decisions that take into account the evaluation of each Director’s business performance while
taking a comprehensive view of the Company’s performance.
(ii) Reasons for the Board of Directors’ determination that the contents of the compensation of Directors (excluding those serving as
Audit & Supervisory Committee Members) for the fiscal year under review is in line with the said policy
In determining the compensation for each individual Director (excluding those serving as Audit & Supervisory Committee
Members), the Board of Directors has determined that the contents of the decision are in line with the above policy, given that theRepresentative Director makes the decision in line with the said policy.
(iii) Matters concerning the resolution of the General Meeting of Shareholders regarding compensation
At the 17th Ordinary General Meeting of Shareholders held on March 29, 2022, it was resolved that the maximum annual amountof compensation for Directors (excluding those serving as Audit & Supervisory Committee Members) shall be 130 million yen (40million yen for Outside Directors; does not include employee salaries for Directors concurrently serving as employees). The number
of Directors (excluding those serving as Audit & Supervisory Committee Members) at the conclusion of the said General Meetingof Shareholders was five (5), including three (3) Outside Directors.
Separate from the monetary compensation, it was resolved at the said General Meeting of Shareholders that the maximum annual
amount of stock options granted to Directors (excluding those serving as Audit & Supervisory Committee Members) shall be 90
million yen (30 million yen for Outside Directors), and that the maximum number of stock acquisition rights granted within a year
from the date of the General Meeting of Shareholders of each fiscal year shall be 3,200 units (does not include employee salaries
for Directors concurrently serving as employees). The number of Directors (excluding those serving as Audit & Supervisory
Committee Members) at the conclusion of the said General Meeting of Shareholders was five (5), including three (3) Outside
Directors.
At the 17th Ordinary General Meeting of Shareholders held on March 29, 2022, it was resolved that the maximum annual amountof monetary compensation for Directors serving as Audit & Supervisory Committee Members shall be 30 million yen, and that the
specific amount and timing of payments shall be determined by discussions among Directors serving as Audit & Supervisory
Committee Members. The number of Directors serving as Audit & Supervisory Committee Members at the conclusion of the said
General Meeting of Shareholders was three (3).

21

(iv) Total amount of compensation for Directors and Audit & Supervisory Board Members

Classification
Directors, excluding
Audit & Supervisory
Committee Members(Outside Directors)
Directors serving as
Audit & Supervisory
Committee Members(Outside Directors)

Total amount ofcompensation(thousand yen)

Total amount of compensation by type (thousandyen)
PerformanceBase
Non-monetary
linkedcompensationcompensationcompensation

Number of eligible officers

104,132(33,050)

64,501(23,791)―(―)

39,631(9,259)4(3)26,283(26,283)

26,283(26,283)

―
(―)

―
(―)

3
(3)

(Notes) 1. The amount of compensation for Directors does not include the share of salary as an employee for Directors who are concurrently serving
as employees.
2. The contents of non-monetary compensation are the amount of expenses recorded during the fiscal year under review related to stockacquisition rights granted as stock options.

22

(6) Matters Concerning Outside Directors and outside members of the Audit & Supervisory Board(i) Status of main activities during the fiscal year under review
Position

Director

Director

Director

Director (full-time
Audit &
Supervisory
Committee
Member)Director (Audit &Supervisory
Committee
Member)Director (Audit &Supervisory
Committee
Member)Name

Shigetoshi Matsumoto

Bruce David Cheson

Eiji Ebinuma

Kiyoshi Watanabe

Kesao Endo

Yasuhiro Tamo

Status of attendance at Status of attendance at Opinions at the Board of Directors meetings,
the Board of Directors the Audit & Supervisory the Audit & Supervisory Board meetings, andmeetings
Committee meetings the Audit & Supervisory Committee meetings

21 out of 21(100%)

21 out of 21(100%)

21 out of 21(100%)

21 out of 21(100%)

21 out of 21(100%)

21 out of 21(100%)—Mr. Matsumoto expressed opinions from an
objective perspective independent from theCompany’s management engaged in business
operations, leveraging his extensive
knowledge and experience with the businesspractices of companies in the same industry
and with auditing work.

—

Dr. Cheson expressed opinions from an
objective perspective independent from theCompany’s management engaged in business
operations, leveraging his extensive
knowledge and experience as a physician.

—Mr. Ebinuma expressed opinions from an
objective perspective independent from theCompany’s management engaged in business
operations, using his knowledge andexperience at financial institutions and as an
attorney at law, mainly in the area of labor
law, and his extensive knowledge as an
Outside Director.

18 out of 18(100%)

Mr. Watanabe actively expressed opinionsfrom an objective and fair perspective basedon his extensive experience and knowledge as
an audit & supervisory board member at listedcompanies in order to achieve highly effective
managerial supervision.

18 out of 18(100%)

Mr. Endo actively expressed opinions from aneutral perspective based on the specialized
knowledge and extensive experience heaccumulated as a certified public accountant inorder to achieve highly effective managerial
supervision.

18 out of 18(100%)

Mr. Tamo expressed opinions from an
objective perspective independent from theCompany’s management engaged in business
operations, based on his knowledge andexperience as an attorney at law, mainly in thearea of corporate law.

(ii) Summary of duties performed in roles expected to be fulfilled by Outside Directors
1. Shigetoshi Matsumoto and Eiji Ebinuma have been involved as members of the Nomination and Compensation Committee
from an objective and neutral standpoint in the selection of candidates for the Company’s Board of Directors and thedetermination of compensation for Directors.
2. Bruce David Cheson has contributed to the enhancement of the Company’s group-wide governance and supervisory functions
from a global perspective, and to the monitoring and supervision of the management of the Company from an independent
standpoint.
3. Kiyoshi Watanabe has contributed to the enhancement and reinforcement of the Company’s corporate governance and to themonitoring and supervision of the Company’s management from an independent standpoint, leveraging his track record at
financial institutions and his broad experience and deep insight in management.
4. Kesao Endo has monitored and supervised the Company’s management and contributed to strengthening its supervisory
function over business execution from an independent standpoint, drawing on his expertise and abundant experience as acertified public accountant.
5. Yasuhiro Tamo has monitored and supervised the Company’s management and contributed to strengthening the supervisory
function of business execution from an independent standpoint, based on his knowledge and extensive experience as an
attorney at law, mainly in the area of corporate law.

23

5. Status of Accounting Auditor(1) Name of accounting auditor
Ernst & Young ShinNihon LLC(2) Summary of the contents of the liability limitation agreement
Not applicable.

(3) Summary of the contents of the compensation agreement
Not applicable.

(4) Amount of compensation
Amount of compensation paid to the accounting auditor concerning the fiscal year underreview
Total amount of monetary and other property benefits to be paid by the Company and its
subsidiary

Amount paid
33,300 thousand yen
33,300 thousand yen(Notes) 1. Reasons for the Audit & Supervisory Committee’s approval of the amount of compensation to be paid to the accounting auditor
The Audit & Supervisory Committee verified the contents of the audit planning by the accounting auditor, performance of its duties inprevious years, and status of planning and actual performance, and as a result of a careful review on the adequacy of the amount ofcompensation for the fiscal year under review, has approved the amount of compensation to be paid to the accounting auditor, pursuant to
the provisions of Article 399, Paragraph 1 of the Companies Act.
2. The amounts of compensation for audits paid in accordance with the Companies Act, and the audits conducted in accordance with the
Financial Instruments and Exchange Act, are not distinguished in the contract agreement between the Company and the accounting auditor.
It is not possible to distinguish between compensation paid for these two types of audits; therefore the total amount thereof is stated.

(5) Policies for dismissal or non-reappointment of the accounting auditor
When it is deemed necessary to dismiss (or not reappoint) the accounting auditor for reasons relating to the accounting auditor’s
execution of duties, the Audit & Supervisory Committee shall determine the contents of a proposal to be presented to a General
Meeting of Shareholders in respect of the dismissal (or non-reappointment). In addition, when the accounting auditor falls under anyof the items of Article 340, Paragraph 1 of the Companies Act, the Audit & Supervisory Committee shall dismiss the accounting
auditor with the consent of all members of the Audit & Supervisory Committee. If this is the case, an Audit & Supervisory Committee
Member selected by the Audit & Supervisory Committee shall report the dismissal of the accounting auditor and the reasons for suchdismissal at the first General Meeting of Shareholders convened after the dismissal.

24

6. System to Ensure the Appropriateness of Operations(1) The corporate system to ensure that Directors and employees comply with laws and ordinances, as well as
the Articles of Incorporation, in the process of performing their duties(i) Dissemination and thorough implementation of management philosophy
In order to implement its management philosophy, the Company has established for the Group a Corporate Action Charter andstandards of conduct to which all Company members are expected to adhere. The Company informs all executives and staff
regarding these policies and asks for each member’s understanding regarding the spirit of these regulations and for thoroughcompliance with the same. All business activities of the Company are based on the premise of compliance with laws and ordinances
and the maintenance of corporate ethical standards (below, “compliance”).
(ii) Establishment of internal control committee
The Company develops internal control systems and employs other measures to support thorough compliance, risk management,
and financial reporting. In addition, an internal control committee has been established at the Company to ensure the Group’s
complete observance of laws and ordinances, the Articles of Incorporation, and other internal regulations through exhaustive
supervision.
(iii) Establishment of internal audit office, etc.
The Company has established an internal audit office as an independent unit under the direct supervision of the President andappoints internal auditors to its subsidiary as necessary. Through regular audits and related activities, objective assessments are
made as to the effectiveness and efficiency of business, the reliability of various financial reports, safeguarding of assets, compliancestatus of operations, and the appropriateness and effectiveness of corporate risk management policies. When necessary, the Company
ensures the efficacy of internal controls by accepting advice and proposals concerning recommended improvements to themaintenance and operation of systems.
(iv) Establishment of compliance reporting and consultation hot-lines
The Company has established compliance reporting and consultation hot-lines both internal to and outside the Company, and has
designated compliance liaisons to respond to reports and requests for consultation from employees of the Group, and to identify andresolve any compliance issues at the earliest stage possible.
(v) Systems for securing reliable financial reporting
The Company establishes internal control systems and oversees their appropriate operation in order to ensure reliable financial
reporting for the Group.

(2) Corporate system for maintenance and control of information regarding the performance of duties byDirectors
The Group appoints an individual to be responsible for the general management of corporate documents and to appropriately
maintain and otherwise control all important documents containing information as to the performance by Directors of their duties in
addition to legally required records of proceedings of Shareholders meetings and Board of Directors meetings, as provided in laws
and ordinances as well as in the Company’s own “Rules for the Management of Documents.”(3) Corporate system for control of risk of loss, including in-house rules for such control
The Group practices risk control under its basic risk control policy and related rules. The Internal Control Committee is responsible
for the supervision and promotion of risk management. Additionally, the Company will swiftly respond to emergency situation by
establishing an emergency response headquarters managed by the Representative Director and President.

(4) Corporate system to ensure the efficient performance of duties by Directors(i) Directors and employees perform their duties in appropriate and efficient accordance with the “Rules for the Board of Directors”
and “Rules for the Internal Approvals,” as well as other related regulations.
(ii) The Company regularly holds Executive Management Committee meetings pursuant to the “Rules for the Executive
Management Committee” and reviews key proposals for the purpose of supporting careful and timely decision-making from theRepresentative Director and President.
(iii) The Company develops mid- to long-term business plans and operates and expands its business in accordance with these plans.
In addition, the Company establishes numerical targets within its business plans for each fiscal year and, through monthly
closings, manages progress toward these targets while making relevant reports to Directors.

(5) Basic policy against anti-social forces and their associates
The Group resolutely opposes anti-social forces and their associates that pose a threat to the order or safety of society and forbids
their participation in any and all business activities.

(6) Assistant to Audit & Supervisory Committee Members
Audit & Supervisory Committee Members may request that the Representative Director and President appoint an employee to act
as an assistant to Audit & Supervisory Committee Members. Upon receiving such a request, the Representative Director and President
shall make an appropriate appointment.

25

(7) Ensuring the independence of assistants to Audit & Supervisory Committee Members from Directors(excluding those serving as Audit &Supervisory Committee Members) and the effectiveness of the Audit &Supervisory Committee Members’ instructions to employees(i) Assistants to Audit & Supervisory Committee Members shall not receive instructions concerning their supporting duties fromanyone other than Audit & Supervisory Committee Members.
(ii) Matters such as personnel evaluation and transfer and disciplinary actions concerning employees that assist Audit & Supervisory
Committee Members shall be subject to the prior consent of the Audit & Supervisory Committee.

(8) Corporate system for Directors and employees to report to the Audit & Supervisory Committee; corporate
system for other reports to the Audit & Supervisory Committee; and corporate system to ensure the efficientperformance of audits by the Audit & Supervisory Committee(i) Any Director or employee shall promptly inform the Audit & Supervisory Committee if and when he/she becomes aware of any
circumstance that threatens to cause any significant damage to, or could adversely affect, the Company.
(ii) Audit & Supervisory Committee Members may participate in all matters that they consider important in terms of gaining a better
understanding of decision-making processes, conditions, and statuses of the Company’s businesses. Accordingly, they may attend
Board of Directors meetings, Executive Management Committee meetings, and other important meetings. In addition, they are
permitted to view key decision-making documents related to these meetings.
(iii) Audit & Supervisory Committee Members may individually interview Directors and employees in key positions ofresponsibility to obtain information regarding the management conditions of the Company’s businesses.
(iv) Audit & Supervisory Committee Members will regularly exchange opinions with the Representative Director and President andthe accounting auditor.
(v) The Company will not apply any sort of unfavorable treatment or unjust punishment to individuals who make reports to the
Audit & Supervisory Committee.

(9) Matters related to the treatment of expenses or obligations associated with the execution of duties of Audit& Supervisory Committee Members (limited to the execution of duties of Audit & Supervisory Committee),including the procedures for prepayment or reimbursement of such expenses(i) The Company will respond without delay to claims for the prepayment of expenses made by Audit & Supervisory Committee
Members under Article 399-2 of the Companies Act, accepting responsibility for associated expenses and processing related
obligations, except in cases in which these have been determined unnecessary for the execution of the duties of Audit &Supervisory Committee Members.
(ii) The Company authorizes and shoulders expenses incurred when Audit & Supervisory Committee Members seek opinions oradvice from external experts, including attorneys and certified public accountants, if it is found necessary for the execution of
their duties.

(10) System to ensure appropriate operations of the corporate organization consisting of the Company and its
subsidiary
The Company will take the following measures to properly manage and operate the Group.
(i) We will apply SymBio Charter of Corporate Conduct to our subsidiary, and strive to ensure thorough awareness of the Charter,along with the Codes of Conduct of subsidiary created based on the Charter.
(ii) The Company will build and operate an appropriate internal control system related to the following, to enable appropriate
management and business execution of the Group.
1) System for reporting matters related to the execution of duties of subsidiary Directors to the Company
2) Regulations and other systems for risk management and loss control of the subsidiary3) System to ensure that Directors of subsidiary are executing their duties efficiently
4) System to ensure that Directors and employees of subsidiary are executing their duties in compliance with laws and regulations
and the Articles of Incorporation

26

7. Summary of the Status of System to Ensure the Appropriateness of Operations(i) The Company is striving to foster a culture of compliance across the organization and ensure appropriate operation ofinternal control systems through its communications with Directors and employees, and through publication of
information such as the basic policies regarding internal control systems, corporate compliance conduct principles,basic risk control policies, and the whistleblowing system manual on the Company’s intranet bulletin board, etc.

(ii) At the Board of Directors meetings of the Company, Outside Directors (including Directors serving as Audit & Supervisory
Committee Members) participate in resolutions from an independent standpoint and monitor and supervise the management. Each
Audit & Supervisory Committee Member carries out management audits as well.
(iii) Full-time Audit & Supervisory Committee Members attend important meetings such as the Board of Directors meetings as well
as Executive Management Committee meetings, and exchange views with representative directors monthly.

27

Consolidated Balance Sheet(As of December 31, 2023)
Item(Assets)
Current assets
Cash and deposits
Accounts receivable–trade
Merchandise and finished goods
Supplies
Advance payments
Prepaid expenses

AmountItem

8,082,526
6,517,007
913,094
231,650380
271,516
119,271(Liabilities)
Current liabilities
Accounts payable
Provision for office relocation expenses
Income taxes payable
Other
Non-current liabilities
Provision for retirement benefits

956,625
853,825
16,784
18,47467,5403,709
3,709
960,334

Other

29,607

Total liabilities

Non-current assets
Property, plant and equipment

87,716(Net assets)
Shareholders’ equity

Buildings
Tools, furniture and fixtures
Accumulated depreciation
Investments and other assets
Leasehold and guarantee deposits

Total assets－
237,233
105,107(342,341)
87,71687,716

8,170,243(Note) Amounts of less than one thousand yen are rounded down.

28(Unit: thousands of yen)AmountCapital stock
Capital surplus
Retained earnings
Treasury shares
Accumulated other comprehensive income
Foreign currency translation adjustment
Share acquisition rights

6,938,849
17,952,692
17,927,584(28,852,303)(89,122)(5,985)(5,985)
277,044

Total net assets

7,209,909

Total liabilities and net assets

8,170,243

Consolidated Statement of Income
January 1, 2023
( toFrom
December 31, 2023 )Item(Unit: thousands of yen)AmountI. Net sales
II. Cost of goods sold5,589,708
1,178,694

Gross profit
III. Selling, general and administrative expenses

4,411,013
5,222,681

Operating loss

(811,668)

IV. Non-operating income
Interest income

11,972Foreign exchange gains
Other

117,106
3,711

V. Non-operating expenses
Commission fee

132,789

12,728

Share issuance cost
Provision for office relocation expenses

11,47825,176

Loss on retirement of fixed assets

7,868

Ordinary loss

57,252(736,130)

VI. Extraordinary income
Gain on reversal of share acquisition rights

101,333

101,333

560,590

560,590

VII. Extraordinary loss
Impairment loss
Loss before income taxes(1,195,387)

Income taxes–current
Income taxes–deferred

22,700744,728

Loss

767,429(1,962,817)－

Loss attributable to non-controlling interests
Loss attributable to owners of parent(1,962,817)(Note) Amounts of less than one thousand yen are rounded down.

29

Consolidated Statement of Changes in Equity
January 1, 2023
( Fromto December 31, 2023 )Shareholders’ equity

Balance as of January 1, 2023

Changes during period
Issuance of new shares

Capital surplus

17,548,459

17,523,357

346,200

346,200

692,400

58,03258,032116,065404,232

404,226

Balance as of December 31, 2023

17,952,692

17,927,584(26,889,486)

Treasury shares

Total
Shareholders’equity8,094,176

Share capitalIssuance of new shares(exercise of share acquisitionrights)Loss attributable to owners ofparentPurchase of treasury shares
Disposal of treasury shares
Net changes of items otherthan shareholders’ equity
Total changes during period(88,154)(1,962,817)

243

243

(1,962,817)
(996)
28

(996)
21

(1,962,817)(968)(1,155,326)(28,852,303)(89,122)

6,938,849(6)

Accumulated other comprehensive
incomeTotal
Foreignaccumulated
currency
othertranslation
comprehensive
adjustment
incomeBalance as of January 1, 2023

Retainedearnings(Unit: thousands of yen)ShareacquisitionrightsTotal net assets

411,672

8,506,092

Changes during period
Issuance of new shares
Issuance of new shares(exercise of share acquisitionrights)Loss attributable to owners ofparentPurchase of treasury shares
Disposal of treasury shares

692,400
116,065(1,962,817)
(996)
21

Net changes of items otherthan shareholders’ equity(6,228)(6,228)(134,627)(140,856)

Total changes during period(6,228)(6,228)(134,627)(1,296,183)

Balance as of December 31, 2023

(5,985)(5,985)

277,044

7,209,909(Note) Amounts of less than one thousand yen are rounded down.

30Notes to Consolidated Financial Statements(Basis of consolidated financial statements)(Scope of consolidation)

Number of consolidated subsidiaries and the name of key consolidated subsidiary
Number of consolidated subsidiaries
One
Name of consolidated subsidiary
SymBio Pharma USA, Inc.

(Application of equity method accounting)None to be reported.

(Significant accounting policies)(1) Valuation basis and method of marketable and investment securities
Marketable and investment securities
Shares of subsidiaries are stated at cost determined by the moving-averagemethod.

Shares of subsidiaries and affiliates
Other marketable and investment securities
Available-for-sale securities withdeterminable market value

Available-for-sale securities with a determinable market value are stated at fairvalue based on marketable value on the closing date and other premises. Anyvaluation differences are included directly in shareholders’ equity. Cost of
securities sold is calculated by the moving-average method.

Available-for-sale securities without
determinable market value

Available-for-sale securities without determinable market value are stated atcost determined by the moving-average method.

Derivative transactions

Derivative financial instruments are stated at fair value.

Inventories

Merchandise and finished goods are stated at cost determined by the first-in,
first-out method, and semi-finished goods are stated at cost determined by theweighted average cost method. The amount on the balance sheet is calculated
by reducing book value when the contribution of inventories to profitability
declines. Inventory items are classified into separate categories for the
purpose of detailed monitoring of inventory movements and appropriate
valuation.

(2) Depreciation and amortization of non-current assets
Property, plant and equipment
Depreciation of property, plant and equipment is computed by the straight(excluding lease assets)line method.
The useful lives of major property, plant and equipment are summarized asfollows:
Buildings
15 years
Tools, furniture and fixtures
6 to 10 years
Intangible assets(excluding lease assets)

Amortization of intangible assets is computed by the straight-line method.
Capitalized software costs are being amortized over the period of the internal
use of five years.

Lease assets

Depreciation of lease assets is computed by the straight-line method over thelease term with no residual value.

(3) Basis for reserves and provisions
Provision for office relocation
expenses

Due to the relocation of the head office, an amount equivalent to the rent during
restoration work was recorded for FY2023.

(4)

Recognition of significant revenues and expenses
The Group recognizes revenue from the sale of merchandise and finished goods at the time of delivery to the customer, as
this is when the control of the merchandise and finished goods is transferred to the customer and performance obligations are
satisfied. Revenue from the sale of merchandise and finished goods is estimated within the range in which it is highly probablethat there will not be a significant reversal of the consideration promised in the contract with the customer less sales rebates inaccordance with the terms of the sales contract. The amount of consideration expected to be refunded to the customer is recorded
as a refund liability. The refund liability is estimated based on the terms of the contract and past records.

(5)

Other significant matters for preparation of consolidated financial statements

31

(i)

Fiscal year of the consolidated subsidiary
The closing date of the consolidated subsidiary is the same as the consolidated closing date.
(ii) Accounting method for deferred assets
Share issuance costs and bond issuance costs are recorded in full as expenses when incurred.
(iii) Accounting method for retirement benefits
A simplified method is applied in calculating the retirement benefit liabilities and retirement benefit expenses, using
the amount of benefits that would be payable if all employees voluntarily retired at the end of the fiscal year as retirement
benefit liabilities.
(iv) Standard for translation of foreign-currency denominated assets or liabilities into Japanese yen
Monetary assets and liabilities denominated in foreign currencies are translated into Japanese yen at the spot exchange
rate prevailing on the closing date, and the difference arising from such translation is recorded as profit or loss.

(Notes on changes in accounting policy)(Application of the "Guidance on Accounting Standard for Measurement of Fair Value")
The Company applied for the "Guidance on Accounting Standard for Measurement of Fair Value" (ASBJ Guidance No. 31, June17, 2021, from the beginning of the fiscal year under review.
In applying the "Guidance on Accounting Standard for Measurement of Fair Value", the Company has followed the transitional
treatment prescribed in the provision of Paragraph 27-2 of the "Guidance on Accounting Standard for Measurement of Fair Value"
and will apply the new accounting standard prescribed by the "Guidance on Accounting Standard for Measurement of Fair Value",prospectively.
The adoption of this accounting standard has no effect on the financial statements.

(Note to Accounting Estimates)(1) Amount recorded in the consolidated financial statements for the fiscal year under review
Impairment loss recorded in the fiscal year under review: 560,590 thousand yen(2) Information regarding accounting estimates on the identified item(i) Calculation method
The Company generally groups its assets by the smallest unit that generates independent cash flows, assesses eachgrouping for indications of impairment, and determines the recognition of impairment losses for those assets or asset groups
for which there are indications of impairment. The Company operates a single business and groups its business assets as awhole company.
When there is an indication of impairment, the Company determines whether an impairment loss should be recognized,
and if so, the carrying amount of the asset is reduced to its recoverable amount and an impairment loss is recognized. The
recoverable amount is the higher of the net realizable value or the value in use of the asset or asset group, and the recoverable
amount for the current fiscal year was measured by the value in use. Value in use is calculated as the discounted present
value of future cash flows, and future cash flows are based on the budget approved by the Board of Directors.
(ii) Major assumptions
Future cash flows are estimated on a budgetary basis. Future cash flows are developed based on certain assumptions that take
into account important uncertainties, such as the sales situation affected by the sales volume of existing drugs, the timing andlikelihood of the launch of drugs in the development stage, and the impact of the progress of the development plan.
(iii) Impact on the consolidated financial statements for subsequent fiscal years
The above major assumptions may be affected by future changes in economic trends and other factors, and if it becomes
necessary to revise the assumptions, new impairment losses may be incurred in the next fiscal year.

(Additional information)(Overdraft and commitment line contracts)
The Group has overdraft and commitment line contracts with three banks in a business relationship to efficiently procure working
capital. The status of the bank overdraft and loan commitments based on these contracts at the end of the fiscal year under review is
as follows:(Unit: thousands of yen)
Total amounts of bank overdraft limit and loan commitment line
3,150,000
Balance of borrowing outstanding—
Unused balance
3,150,000(Consolidated Balance sheet)

Accumulated depreciation included accumulated impairment losses.

(Consolidated statement of income)R&D costs included in general and administrative expenses:

2,638,234 thousand yen

32

(Statement of changes in equity)(1) Type and number of shares issued and treasury shares
At beginning ofcurrent period

Common stock

Shares issued

Increase

39,603,606

2,674,475

Decrease(Unit: number of shares)
At end of current
period－42,278,081(Notes) Increase of 2,400,000 shares in the total number of outstanding common shares is due to a capital increase and increase of 274,475 sharesissued in common stock is due to the exercise of share acquisition rights.

(2) Number of shares to be issued upon exercise of share acquisition rights issued at the end of the fiscal year under review
Common stock
2,183,925 shares(Note) Excludes share acquisition rights for which the commencement date of the exercise period has not yet arrived.

(3) Matters related to dividends from surplus paid during the current fiscal year.
None to be reported(Financial instruments)(1) Financial instruments(i) Policies for financial instruments
The Group procures the funds necessary in light of the pipeline development plan (primarily by third-party allotment andoffering by new share issuance). A temporary surplus fund is invested in financial instruments which are highly safe and liquid.
As a principle, the Group does not enter into derivative transactions for speculative trading purposes but uses them within thescope prescribed in the Group’s internal rules.

(ii) Types of financial instruments and related risks
Operating receivables such as accounts receivable–trade are exposed to the credit risk of customers and joint development
partners. Operating receivables denominated in foreign currencies are exposed to foreign exchange fluctuation risk.
Operating payables such as accounts payable–trade and accounts payable–other are mostly due within 60 days. Operating
payables denominated in foreign currencies are exposed to foreign exchange fluctuation risk.
The Group uses derivative transactions to avoid foreign exchange fluctuation risks and enters into forward exchange contracts
within the scope prescribed in the internal rules based on balances of receivables and payables denominated in foreign currencies
as well as the actual volume of export and import transactions denominated in foreign currencies.
Leasehold and guarantee deposits are mostly security deposits related to leased office premises and their refunds are subject tothe credit risk of the lessor.
(iii) Risk management for financial instruments
1. Monitoring of credit risks (the risk that customers or counterparties may default on obligations)
In accordance with the Group’s internal credit policies for managing credit risk arising from operating receivables, thedepartment in charge periodically monitors the creditworthiness of major customers and monitors due dates and outstandingbalances by individual customers. In addition, the Company is making efforts to promptly identify and mitigate risks of bad
debts from customers who are having financial difficulties.
The Group enters into derivative transactions only with financial institutions which have a sound credit profile in order tomitigate the counterparty risk.
2. Monitoring of market risk (the risk arising from fluctuations in foreign exchange rates, interest rates, and others)
The Group deposits cash primarily with financial institutions with high credit ratings.
The Group enters into forward exchange contracts in order to avoid foreign exchange fluctuation risks in connection withreceivables and payables denominated in foreign currencies.
Followed by appropriate authorization procedures prescribed in the Group’s internal rules, the Finance & Accounting
department executes and monitors derivative transactions. Transaction performances are reported to the Executive Management
Committee on a regular basis.
3. Monitoring of liquidity risks (the risk that the Company may not be able to meet its obligations on the scheduled due date)
Based on the report from each department, the responsible department of the Group prepares and updates its cash flow plans
on a timely basis and ensures to maintain the liquidity on hand to manage liquidity risk.
(iv) Supplementary explanation of the estimated fair value of financial instruments
The fair value of financial instruments is based on their quoted market price, if available. When there is no quoted market
price available, fair value is reasonably estimated. Since various assumptions and factors are reflected in estimating the fairvalue, different assumptions and factors could result in different fair value.
(v) Concentration of credit risk
As of the end of fiscal year under review, 100% operating receivables are from one particular major customer.

33

(2) Fair value of financial instruments

The carrying value on the consolidated balance sheet, fair values, and their differences as of December 31, 2023 are as follows.
(Unit: thousands of yen)
Carrying value on the balance

Fair value

sheet
Leasehold and guarantee deposits

Difference

87,716

79,894(7,822)

Assets, total

87,716

79,894(7,822)Derivative transactions (*1)

(9,827)(9,827)―(Note) 1. Receivables and liabilities arising from derivative transactions are presented on a net basis and net liabilities are shown in parentheses.
(Note) 2. Cash and deposits, Accounts receivable–trade, Accounts payable–trade, Accounts payable–other, Income taxes payable and Consumption
taxes payable are omitted because they are cash or are settled within a short time and the fair value is almost equal to the book value.
(Note) 3. The redemption schedule for monetary assets and securities with maturities after the closing date

6,517,007
913,094———7,430,101———

Due in one year or less
Cash and deposits
Accounts receivable–trade
Total(Notes)(Unit: thousands of yen)
Due after five years
Due after ten
through ten years
years
—
—

Due after one year throughfive years—

Lease and guarantee deposits are not included because it is not possible to clearly determine the return date necessary to estimate theamortized amount of lease and guarantee deposits.

(4) Fair Value of Financial Instruments by levels
The fair value of financial instruments is classified into the following three levels based on the observability and materiality of the
inputs used to calculate fair value.
Level 1: Fair value derived from quoted prices in active markets for identical assets or liabilities.
Level 2: Fair value derived from observable inputs that are not included in Level 1 inputs.
Level 3: Fair value derived from unobservable inputs.
When multiple inputs that have a significant impact on the fair value calculation are used, the fair value is classified at lower level
category.
(ⅰ)Financial instruments measured at fair value
Classification

Level 1

Derivative transactions
Currency-related transactions

Level 2——

Liabilities, total(Notes)(Unit: thousands of yen)
Fair value
Level 3

(9,827)(9,827)(9,827)

—

Total
—
—
—

(9,827)(9,827)(9,827)

Net receivables and payables, which were derived from derivative transactions, are presented in net amounts, and any item
for which the total becomes a net liability is indicated in parentheses.

(ⅱ)Financial instruments other than those measured at fair value
Classification
Leasehold and guarantee deposits
Assets, total(Unit: thousands of yen)
Fair value

Level 1

Level 2——

Level 3

Total

79,894—

79,894

79,894—

79,894(Notes) Derivative transactions
Fair value calculations are based on quoted prices provided by counterparty financial institutions and are classified as Level 2 fair value.
Leasehold and guarantee deposits
Based on a reasonably estimated expected return period, the fair value is calculated based on the present value of the future cash flows discounted
by the Japanese government bond yields corresponding to the period until redemption, and is classified as Level 2 fair value.

34

(Revenue recognition)(1) Information about breakdown of revenue from contracts with customers(Unit: thousands of yen)
Current Consolidated Fiscal Year
(From January 1, 2023 to
December 31, 2023）
Sales of Merchandise and finished goods

5,589,708

Revenue from contracts with customers

5,589,708

Sales to external customers

5,589,708(2) Underlying information in understanding revenue
Underlying information in understanding revenue is as stated in (Basis of consolidated financial statements), (Significant
accounting policies), (4) Recognition of significant revenues and expenses.
(3) Information for understanding the revenue amount for the fiscal year under review and subsequent fiscal years(i) Balance of contract assets and contract liabilities
The Group has no balance of contract assets and contract liabilities. In addition, no revenue was recognized in the fiscal year
under review from performance obligations satisfied in previous fiscal years.
(ⅱ) Transaction price allocated to remaining performance obligations
The Group does not have any material transactions with an initial expected term of contract exceeding one year. Further, there
is no material amount of consideration arising from contracts with customers that is not included in the transaction price.

(Per-share information)(1) Net assets per share(2) Net loss per share
Average number of shares outstanding during the year

164.32 yen(49.19) yen
39,902,249 shares

35

(Significant subsequent events)(Execution of agreement establishing share issuance program and issuance of new shares by way of third-party allotment)
On October 6, 2023 (the “Initial Press Release”), the Company announced that the Company’s Board of Directors, at a meeting
held on the same date, had resolved to enter into an agreement with EVO FUND (the “Allottee”) to set up an equity issue program(the “Agreement to Set up an Equity Issue Program”), and based on the equity issue program established under the Agreement to Set
up an Equity Issue Program (the “Program”), to issue new shares in five tranches (shares issued to the Allottee, whether individuallyor collectively, under the Program are referred to as the “Shares”).
The Company is authorized to issue up to a total of 6,000,000 ordinary shares by way of third-party allotment to the allottees in
the period from 25 October 2023 to 3 April 2024, with ordinary shares to be issued by way of a total of five allotments, from the firstto the fifth allotment.
As at the date of submission, the new shares to be issued by way of third-party allotment are as follows.
(3rd allotment)
The payment was completed on February 7, 2024.
1Class and Numbers Shares Offered

1,200,000 common shares

2

Issue Price

230 yen per share

3

Capital inclusion amount

115 yen per share

4

Total Issue Price

276,000,000 Yen

5

Increases in Capital Stock and Legal Capital Surplus

138,000,000 Yen

6

Allotment resolution date

January 22, 2024

7

Deadline for Application

February 7, 2024

8

Due Date of Payment

February 7, 2024

9

Allottee

EVO FUND(1) Development funds for antiviral drug
brincidofovir (direct expenses)(2) Development funds for antiviral drug

10

Specific uses

brincidofovir (indirect expenses)(3) Investment in new in-licensing and M&A forthe purpose of securing long-term growth
opportunities.

36

(4th allotment) *Note 1
1Class and Numbers Shares Offered

1,200,000 common shares

2

Issue Price

To be determined *Note 2
The amount to be contributed to capital stock shall behalf the upper limit of an increase in capital stock
under Article 14, Paragraph 1, of the Rules of3

Corporate Accounting (with any fractional amounts

Capital inclusion amountless than one yen resulting from such calculation
rounded up). The increase in the legal surplus shallbe the upper limit of an increase in capital stock lessthe amount of the increase in capital stock.

4

Total Issue Price

To be determined.

5

Increases in Capital Stock and Legal Capital Surplus

To be determined.

6

Allotment resolution dateFebruary 29, 2024 *Note 3

7

Deadline for Application

March 18, 2024

8

Due Date of Payment

March 18, 2024 *Note 3

9Allottee

EVO FUND(1) Development funds for antiviral drug
brincidofovir (direct expenses)(2) Development funds for antiviral drug

10

Specific uses

brincidofovir (indirect expenses)(3) Investment in new in-licensing and M&A forthe purpose of securing long-term growth
opportunities.

37

(5th allotment) *Note 1
1Class and Numbers Shares Offered

1,200,000 common shares

2

Issue Price

To be determined
The amount to be contributed to capital stock shall behalf the upper limit of an increase in capital stock
under Article 14, Paragraph 1, of the Rules of3

Corporate Accounting (with any fractional amounts

Capital inclusion amountless than one yen resulting from such calculation
rounded up). The increase in the legal surplus shall be
the upper limit of an increase in capital stock less theamount of the increase in capital stock.

4

Total Issue Price

To be determined.

5

Increases in Capital Stock and Legal Capital Surplus

To be determined.

6

Allotment resolution date

April 3, 2024 *Note 3

7

Deadline for Application

April 19, 2024

8

Due Date of Payment

April 19, 2024 *Note 3

9Allottee

EVO FUND(1) Development funds for antiviral drug
brincidofovir (direct expenses)(2) Development funds for antiviral drug

10

Specific uses

brincidofovir (indirect expenses)(3) Investment in new in-licensing and M&A forthe purpose of securing long-term growth
opportunities.

*Note 1. The number of shares for each of the 4th through 5th allotments will range from 1,200,000 shares to 2,500,000 shares, and thetotal will not exceed the 6,000,000 shares stipulated for issuance under the Program. The actual number will be determined by the
Allottee notifying the Company prior to the date of the resolution by the Board of Directors for each allotment (the “Allotment Resolution
Date”).
*Note 2. The issue price for each allotment will be the amount equal to the simple average of the closing price of common shares of theCompany announced by the Tokyo Stock Exchange, Inc. (the “TSE”) during the 10 trading days up to and including the day immediately
preceding the Allotment Resolution Date (rounded off to the first decimal place). (However, if there is no closing price for any of the 10
trading days, the Allotee may decide whether to include such a day in the calculation of the issue price.)*Note 3. The Allotment Resolution Date and the due date of payment may be changed, if agreed upon by the Company and the Allottee.
If such changes occur, the Company will withdraw the securities registration statement allotment and submit a new securities registration
statement.

38

Balance Sheet(As of December 31, 2023)
Item(Assets)
Current assets
Cash and deposits
Accounts receivable–trade
Merchandise and finished goods
Supplies
Advance payments
Prepaid expenses
Other
Non-current assets

AmountItem

8,089,294
6,276,521
913,094
231,650380
271,516
366,524
29,60787,716

Property, plant and equipment-

Buildings
Tools, furniture and fixtures
Accumulated depreciation

237,233
105,107

Investments and other assets
Shares of subsidiaries and associates
Leasehold and guarantee deposits(342,341)(Liabilities)
Current liabilities
Accounts payable
Provision for office relocation expenses
Income taxes payable
Consumption taxes payable
Deferred income
Other
Non-current liabilities
Provision for retirement benefits

976,136
873,337
16,784
18,47432,5099,827
25,2033,709
3,709

Total liabilities

979,845(Net assets)
Shareholders’ equity
Capital stock

87,716087,716(28,871,032)

Other retained earnings(28,871,032)

Retained earnings brought forward(28,871,032)

Share acquisition rights
8,177,010(Note) Amounts of less than one thousand yen are rounded down.

39

6,920,120
17,952,692

Capital surplus
Legal capital surplus
Other capital surplus
Retained earnings

Treasury shares

Total assets(Unit: thousands of yen)Amount17,927,584
17,922,692
4,891(89,122)
277,044

Total net assets

7,197,165

Total liabilities and net assets

8,177,010

Statement of Income
January 1, 2023
( toFrom
December 31, 2023 )Item(Unit: thousands of yen)AmountI. Net sales
II. Cost of goods sold5,589,708
1,178,694

Gross profit
III. Selling, general and administrative expenses

4,411,013
5,263,120

Operating loss

(852,107)

IV. Non-operating income
Interest income

11,972Foreign exchange gains
Other

119,854
3,711

V. Non-operating expenses
Commission fee

135,537

12,728Stock issuance expenses
Provision for office relocation expenses

11,47825,176

Loss on retirement of fixed assets

7,868

Ordinary loss

57,252(773,822)

VI. Extraordinary income
Gain on reversal of share acquisition rights

101,333

101,333

560,590

560,590

Ⅶ. Extraordinary Loss
Impairment loss
Loss before income taxes(1,233,079)

Income taxes–current
Income taxes–deferred

8,915
744,728

Net loss

753,643(1,986,723)(Note) Amounts of less than one thousand yen are rounded down.

40

Statement of Changes in Equity
January 1, 2023
( Fromto December 31, 2023 )(Unit: thousands of yen)

Shareholders’ equity
Capital surplus
Capital stock

Balance as of January 1, 2023

Legal capital surplus

Other capitalsurplus

Total capitalsurplus17,548,459

17,518,459

4,898

346,200

346,200

346,200

58,03258,03258,032

17,523,357

Retained earnings
Other retained
earnings
Retained earnings
brought forward(26,884,309)

Changes during period
Issuance of new shares
Issuance of new shares (exercise ofshare acquisition rights)
Loss(1,986,723)

Purchase of treasury shares
Disposal of treasury shares

(6)

(6)

Net changes of items other thanshareholders’ equity
Total changes during period
Balance as of December 31, 2023

404,232

404,232(6)

404,226(1,986,723)

17,952,692

17,922,692

4,891

17,927,584(28,871,032)

Shareholders’ equity
Treasury shares

Balance as of January 1, 2023

Total shareholders’Share Acquisition rights

Total net assets

equity(88,154)

8,099,352

411,672

8,511,025

Changes during period
Issuance of new shares
Issuance of new shares (exercise ofshare acquisition rights)
Loss

692,400

692,400

116,065

116,065(1,986,723)(1,986,723)

Purchase of treasury shares

(996)

(996)

(996)

Disposal of treasury shares

28

21

21

Net changes of items other thanshareholders’ equity
Total changes during period
Balance as of December 31, 2023

(134,627)(134,627)(968)(1,179,232)(134,627)(1,313,859)(89,122)6,920,120

277,044

7,197,165(Note) Amounts of less than one thousand yen are rounded down.

41

Notes to Non-Consolidated Financial Statements(Significant accounting policies)(1) Valuation basis and method of marketable and investment securities
Marketable and investment securities
Shares of subsidiaries are stated at cost determined by the moving-averagemethod.

Shares of subsidiaries and affiliates
Other marketable and investment securities
Available-for-sale securities withdeterminable market value

Available-for-sale securities with a determinable market value are stated at fairvalue based on marketable value on the closing date and other premises. Anyvaluation differences are included directly in shareholders’ equity. Cost of
securities sold is calculated by the moving-average method.

Available-for-sale securities without
determinable market value

Available-for-sale securities without determinable market value are stated atcost determined by the moving-average method.

Derivative transactions

Derivative financial instruments are stated at fair value.

Inventories

Merchandise and finished goods are stated at cost determined by the first-in,
first-out method, and semi-finished goods are stated at cost determined by theweighted average cost method. The amount on the balance sheet is calculated
by reducing book value when the contribution of inventories to profitability
declines. Inventory items are classified into separate categories for the
purpose of detailed monitoring of inventory movements and appropriate
valuation.

(2) Depreciation and amortization of non-current assets
Property, plant and equipment(excluding lease assets)

Depreciation of property, plant and equipment is computed by the straightline method.
The useful lives of major property, plant and equipment are summarized asfollows:
Buildings
15 years
Tools, furniture and fixtures
6 to 10 years

Intangible assets(excluding lease assets)

Amortization of intangible assets is computed by the straight-line method.
Capitalized software costs are being amortized over the period of the internal
use of five years.

Lease assets

Depreciation of lease assets is computed by the straight-line method over thelease term with no residual value.

(3) Deferred assets
Share issuance costs and bondissuance costs

Share issuance costs and bond issuance costs are recorded as expenses in full at thetime of expenditure.

(4) Basis for translating assets and liabilities denominated in foreign currencies into Japanese yen
Monetary assets and liabilities denominated in foreign currencies are translated into Japanese yen at the spot exchange rates
prevailing on the closing date, and resulting gains or losses are credited or charged to income.

(5) Basis for reserves and provisions
Provision for retirement benefits

The provision for retirement benefits is provided based on an estimated amount for
retirement benefit obligations at the end of fiscal year under review.
The Company applies the simplified method to calculate amounts of provision for
retirement benefits and retirement benefit expenses. That is, the amount of retirement
benefit obligations are the payments required for voluntary retirement as of each fiscal
year end.

Provision for office relocation
expenses

Due to the relocation of the head office, an amount equivalent to the rent during
restoration work was recorded for FY2023.

42

(6) Recognition of revenues and expenses

The Company recognizes revenue from the sale of merchandise and finished goods at the time of delivery to the customer, as
this is when the control of the merchandise and finished goods is transferred to the customer and performance obligations are
satisfied. Revenue from the sale of merchandise and finished goods is estimated within the range in which it is highly probable that
there will not be a significant reversal of the consideration promised in the contract with the customer less sales rebates inaccordance with the terms of the sales contract. The amount of consideration expected to be refunded to the customer is recorded
as a refund liability. The refund liability is estimated based on the terms of the contract and past performance.

(Notes on changes in accounting policy)(Application of the “Guidance on Accounting Standard for Measurement of Fair Value”)

The Company applied for the “Guidance on Accounting Standard for Measurement of Fair Value” (ASBJ Guidance No. 31, June17, 2021, from the beginning of the fiscal year under review.
In applying the “Guidance on Accounting Standard for Measurement of Fair Value”, the Company has followed the transitional
treatment prescribed in the provision of Paragraph 27-2 of the “Guidance on Accounting Standard for Measurement of Fair Value”
and will apply the new accounting standard prescribed by the “Guidance on Accounting Standard for Measurement of Fair Value”,
prospectively.
The adoption of this accounting standard has no effect on the financial statements.

(Note to Accounting Estimates)(1) Amount recorded in the consolidated financial statements for the fiscal year under review
Impairment loss recorded in the fiscal year under review: 560,590 thousand yen(2) Information regarding accounting estimates on the identified item(i) Calculation method

The Company generally groups its assets by the smallest unit that generates independent cash flows, assesses eachgrouping for indications of impairment, and determines the recognition of impairment losses for those assets or asset groups
for which there are indications of impairment. The Company operates a single business and groups its business assets as awhole company.
When there is an indication of impairment, the Company determines whether an impairment loss should be recognized,
and if so, the carrying amount of the asset is reduced to its recoverable amount and an impairment loss is recognized. The
recoverable amount is the higher of the net realizable value or the value in use of the asset or asset group, and the recoverable
amount for the current fiscal year was measured by the value in use. Value in use is calculated as the discounted present
value of future cash flows, and future cash flows are based on the budget approved by the Board of Directors.

(ii) Major assumptions

Future cash flows are estimated on a budgetary basis. Future cash flows are developed based on certain assumptions that take
into account important uncertainties, such as the sales situation affected by the sales volume of existing drugs, the timing andlikelihood of the launch of drugs in the development stage, and the impact of the progress of the development plan.

(iii) Impact on the consolidated financial statements for subsequent fiscal years

The above major assumptions may be affected by future changes in economic trends and other factors, and if it becomes
necessary to revise the assumptions, new impairment losses may be incurred in the next fiscal year.

(Additional information)(Overdraft and commitment line contracts)
The Company has overdraft and commitment line contracts with three banks in a business relationship to efficiently procure
working capital. The status of the bank overdraft and loan commitments based on these contracts at the end of the fiscal year underreview is as follows:(Unit: thousands of yen)
Total amounts of bank overdraft limit and loan commitment line
3,150,000
Balance of borrowing outstanding—
Unused balance
3,150,000(Balance sheet)(1) Monetary assets receivable from subsidiaries are as follows.
Short-term monetary assets receivable:
247,253 thousand yen(2) Accumulated depreciation included accumulated impairment losses.

(Statement of income)(1) R&D costs included in general and administrative expenses:
2,678,673 thousand yen(2) Transaction volume with subsidiaries and affiliates is as follows.
Transaction volume of operating transactions:

569,556 thousand yen

43

(Statement of changes in equity)

Type and number of shares issued and treasury shares
At beginning ofcurrent period

Common stock

Treasury shares

Increase

85,268Decrease
2,502(Unit: number of shares)
At end of current
period50

87,720(Notes) 1. Increase of 2,750 treasury shares in common stock is due to the purchase of shares less than one unit.
2. Decrease of 100 treasury shares in common stock is due to the sale of shares less than one unit to shareholders.

(Tax effect accounting)Significant components of deferred tax assets and liabilities
Deferred tax assets:(Unit: thousands of yen)
Excess depreciation for lump-sum depreciable assets
1,319
Excess amortization for deferred assets
96,046
Research and development expenses disallowed
2,273,704
Accounts payable–other disallowed
4,173
Provision for retirement benefits disallowed
1,135Enterprise taxes payable disallowed
59,215
Asset retirement obligations disallowed
43,137
Share-based compensation expenses disallowed
25,260Loss on valuation of inventories disallowed
43,278
Impairment loss disallowed
129,303
Provision for office relocation expenses disallowed
7,709
Loss carried forward
4,497,522
Subtotal of deferred tax assets
7,181,801
Valuation allowances for loss carried forward(4,497,522)
Valuation allowances for deductible temporary differences(2,684,279)
Subtotal of valuation allowances(7,181,801)
Total deferred tax assets―(Transactions with affiliated parties)
Category

Name ofcompany or
personLocation

Capital orinvestment(thousands ofyen)

Business details or profession

Ratio of voting rights Relationships withand other forms ofaffiliated parties
ownership (%)

Transaction
details

Transaction
amount(thousands ofyen)

Executive

Fuminori
Yoshida——Representative Director,
President and Chief Executive
Officer of the Company(Ownership) Direct:
2.82

Executive

Shigetoshi
Matsumoto——Executive Officer of theCompany(Ownership) Direct:
0.05

Account Year-end balance
title(thousands ofyen)—

Exercise of shareacquisition rights

22,750(70,000 shares)

—

—

—

Exercise of shareacquisition rights

13,062(22,500 shares)——(Note) This information describes the exercise during the fiscal year under review of share acquisition rights granted based on resolutions of the Boardof Directors meetings held on March 29,2018, March 28, 2019 and March 26,2020.

(Notes on revenue recognition)

Underlying information for understanding revenue arising from contracts with customers
Underlying information for understanding revenue arising from contracts with customers is as stated in (Significant accounting
policies), (6) Recognition of revenues and expenses.

(Per-share information)(1) Net assets per share(2) Net loss per share
Average number of shares outstanding during the year

164.02 yen(49.79) yen
39,902,249 shares

44

(Significant subsequent events)(Execution of agreement establishing share issuance program and issuance of new shares by way of third-party allotment)
On October 6, 2023 (the “Initial Press Release”), the Company announced that the Company’s Board of Directors, at a meeting
held on the same date, had resolved to enter into an agreement with EVO FUND (the “Allottee”) to set up an equity issue program(the “Agreement to Set up an Equity Issue Program”), and based on the equity issue program established under the Agreement to Set
up an Equity Issue Program (the “Program”), to issue new shares in five tranches (shares issued to the Allottee, whether individuallyor collectively, under the Program are referred to as the “Shares”).
The Company is authorized to issue up to a total of 6,000,000 ordinary shares by way of third-party allotment to the allottees in
the period from 25 October 2023 to 3 April 2024, with ordinary shares to be issued by way of a total of five allotments, from the firstto the fifth allotment.
As at the date of submission, the new shares to be issued by way of third-party allotment are as follows.
(3rd allotment)
The payment was completed on February 7, 2024.
1Class and Numbers Shares Offered

1,200,000 common shares

2

Issue Price

230 yen per share

3

Capital inclusion amount

115 yen per share

4

Total Issue Price

276,000,000 Yen

5

Increases in Capital Stock and Legal Capital Surplus

138,000,000 Yen

6

Allotment resolution date

January 22, 2024

7

Deadline for Application

February 7, 2024

8

Due Date of Payment

February 7, 2024

9

Allottee

EVO FUND(1) Development funds for antiviral drug
brincidofovir (direct expenses)(2) Development funds for antiviral drug
10

Specific uses

brincidofovir (indirect expenses)(3) Investment in new in-licensing and M&A
for the purpose of securing long-term
growth opportunities.

45

(4th allotment) *Note 1
1Class and Numbers Shares Offered

1,200,000 common shares

2

Issue Price

To be determined *Note 2
The amount to be contributed to capital stock shall behalf the upper limit of an increase in capital stock
under Article 14, Paragraph 1, of the Rules of3

Corporate Accounting (with any fractional amounts

Capital inclusion amountless than one yen resulting from such calculation
rounded up). The increase in the legal surplus shallbe the upper limit of an increase in capital stock lessthe amount of the increase in capital stock.

4

Total Issue Price

To be determined.

5

Increases in Capital Stock and Legal Capital Surplus

To be determined.

6

Allotment resolution dateFebruary 29, 2024 *Note 3

7

Deadline for Application

March 18, 2024

8

Due Date of Payment

March 18, 2024 *Note 3

9Allottee

EVO FUND(1) Development funds for antiviral drug
brincidofovir (direct expenses)(2) Development funds for antiviral drug
10

Specific uses

brincidofovir (indirect expenses)(3) Investment in new in-licensing and M&A
for the purpose of securing long-term
growth opportunities.

46

(5th allotment) *Note 1
1Class and Numbers Shares Offered

1,200,000 common shares

2

Issue Price

To be determined
The amount to be contributed to capital stock shall behalf the upper limit of an increase in capital stock
under Article 14, Paragraph 1, of the Rules of3

Corporate Accounting (with any fractional amounts

Capital inclusion amountless than one yen resulting from such calculation
rounded up). The increase in the legal surplus shall be
the upper limit of an increase in capital stock less theamount of the increase in capital stock.

4

Total Issue Price

To be determined.

5

Increases in Capital Stock and Legal Capital Surplus

To be determined.

6

Allotment resolution date

April 3, 2024 *Note 3

7

Deadline for Application

April 19, 2024

8

Due Date of Payment

April 19, 2024 *Note 3

9Allottee

EVO FUND(1) Development funds for antiviral drug
brincidofovir (direct expenses)(2) Development funds for antiviral drug
10

Specific uses

brincidofovir (indirect expenses)(3) Investment in new in-licensing and M&A
for the purpose of securing long-term
growth opportunities.
*Note 1. The number of shares for each of the 4th through 5th allotments will range from 1,200,000 shares to 2,500,000 shares, and thetotal will not exceed the 6,000,000 shares stipulated for issuance under the Program. The actual number will be determined by the
Allottee notifying the Company prior to the date of the resolution by the Board of Directors for each allotment (the “Allotment Resolution
Date”).
*Note 2. The issue price for each allotment will be the amount equal to the simple average of the closing price of common shares of theCompany announced by the Tokyo Stock Exchange, Inc. (the “TSE”) during the 10 trading days up to and including the day immediately
preceding the Allotment Resolution Date (rounded off to the first decimal place). (However, if there is no closing price for any of the 10
trading days, the Allotee may decide whether to include such a day in the calculation of the issue price.)*Note 3. The Allotment Resolution Date and the due date of payment may be changed, if agreed upon by the Company and the Allottee.
If such changes occur, the Company will withdraw the securities registration statement allotment and submit a new securities registration
statement.

47

Audit report on consolidated financial statements by accounting auditor

Independent Auditor’s ReportFebruary 26, 2024
The Board of Directors
SymBio Pharmaceuticals Limited

Ernst & Young ShinNihon LLC
Tokyo, Japan
Tetsuya Tomita
Designated Engagement Partner
Certified Public Accountant
Kinuyo Matsuo
Designated Engagement Partner
Certified Public Accountant

OpinionPursuant to Article 444, paragraph 4 of the Companies Act, we have audited the accompanying consolidated financial statements,
which comprise the consolidated balance sheet, the consolidated statement of income, the consolidated statement of changes in equity,and notes to the consolidated financial statements of SymBio Pharmaceuticals Limited and its consolidated subsidiaries (the Group)
applicable to the 19th fiscal year from January 1, 2023 to December 31, 2023.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial
position and results of operations of the Group applicable to the fiscal year ended December 31, 2023, in accordance with accounting
principles generally accepted in Japan.

Basis for Opinion

We conducted our audit in accordance with auditing standards generally accepted in Japan. 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 ethical requirements that are relevant to our audit of the consolidated financial
statements in Japan, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that theaudit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Other Information

The other information comprises the information included in the Group’s business report and its supplementary schedules.
Management is responsible for preparation and disclosure of the other information. The Audit and Supervisory Committee is
responsible for overseeing the Group’s reporting process of the other information.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form ofassurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doingso, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge
obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required
to report that fact.
We have nothing to report in this regard.

Responsibilities of Management, the Audit and Supervisory Committee for the Consolidated Financial
Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance withaccounting principles generally accepted in Japan, and for such internal control as management determines is necessary to enable thepreparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going
concern and disclosing, as required by accounting principles generally accepted in Japan, matters related to going concern.
The Audit and Supervisory Committee is 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. 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 auditing standards generally accepted in Japan, we exercise professional judgment and maintainprofessional skepticism throughout the audit.
We also:48

・ 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.
・ Consider internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances for ourrisk assessments, while the purpose of the audit of the consolidated financial statements is not expressing an opinion on theeffectiveness of the Group’s internal control.
・ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures madeby 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 therelated 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 inaccordance with accounting principles generally accepted in Japan.
・ Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Groupto express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performanceof the group audit. We remain solely responsible for our audit opinion.
We communicate with the Audit and Supervisory Committee regarding, among other matters, the planned scope and timing of theaudit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the Audit and Supervisory Committee with a statement that we have complied with the ethical requirements
regarding independence that are relevant to our audit of the consolidated financial statements in Japan, and to communicate with them
all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken toeliminate threats or safeguards applied to reduce threats to an acceptable level.

Interest Required to Be Disclosed by the Certified Public Accountants Act of Japan

Our firm and its designated engagement partners do not have any interest in the Group which is required to be disclosed pursuant to theprovisions of the Certified Public Accountants Act of Japan.

49

Audit report by accounting auditor

Independent Auditor’s ReportFebruary 26, 2024
The Board of Directors
SymBio Pharmaceuticals Limited
Ernst & Young ShinNihon LLC
Tokyo, Japan
Tetsuya Tomita
Designated Engagement Partner
Certified Public Accountant
Kinuyo Matsuo
Designated Engagement Partner
Certified Public Accountant

OpinionPursuant to Article 436, Section2, paragraph 1 of the Companies Act, we have audited the accompanying financial statements, which
comprise the balance sheet, the statement of income, the statement of changes in equity, the notes to non-consolidated financial
statements and the related supplementary schedules of SymBio Pharmaceuticals Limited (the ”Company”) applicable to the 19th fiscal
year from January 1, 2023 to December 31, 2023.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position and results ofoperations of the Company applicable to the fiscal year ended December 31, 2023, in accordance with accounting principles generally
accepted in Japan.

Basis for Opinion

We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibilities under those standards
are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independentof the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Japan, and we havefulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained issufficient and appropriate to provide a basis for our opinion.

Other Information

The other information comprises the information included in the Group’s business report and its supplementary schedules.
Management is responsible for preparation and disclosure of the other information. The Audit and Supervisory Committee is
responsible for overseeing the Group’s reporting process of the other information.
Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion
thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit orotherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required
to report that fact.
We have nothing to report in this regard.

Responsibilities of Management, the Audit and Supervisory Committee for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting
principles generally accepted in Japan, and for such internal control as management determines is necessary to enable the preparation offinancial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern
and disclosing, as required by accounting principles generally accepted in Japan, matters related to going concern.
The Audit and Supervisory Committee is responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the 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. Misstatements can arise from fraud or error and areconsidered 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 financial statements.
As part of an audit in accordance with auditing standards generally accepted in Japan, we exercise professional judgment and maintainprofessional skepticism throughout the audit. We also:50

・ Identify and assess the risks of material misstatement of the 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.
・ Consider internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances for ourrisk assessments, while the purpose of the audit of the financial statements is not expressing an opinion on the effectiveness of theCompany’s internal control.
・ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures madeby 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 tocontinue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’sreport to the related disclosures in the 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 financial statements, including the disclosures, and whether the financial
statements represent the underlying transactions and events in a manner that achieves fair presentation in accordance withaccounting principles generally accepted in Japan.
We communicate with the Audit and Supervisory Committee regarding, among other matters, the planned scope and timing of theaudit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the Audit and Supervisory Committee with a statement that we have complied with the ethical requirements
regarding independence that are relevant to our audit of the financial statements in Japan, and to communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken toeliminate threats or safeguards applied to reduce threats to an acceptable level.

Interest Required to Be Disclosed by the Certified Public Accountants Act of Japan

Our firm and its designated engagement partners do not have any interest in the Company which is required to be disclosed pursuant to
the provisions of the Certified Public Accountants Act of Japan.

51

Audit report by Audit & Supervisory Committee

Report of the Audit & Supervisory Committee
We, Audit & Supervisory Committee Members, prepare this report of audit with regard to the execution of Directors’ duties during
the 19th Term of the Company from January 1, 2023 to December 31, 2023. The methods and results of the audit are as follows.

1. Methods and Contents of the Audit
The Audit & Supervisory Committee regularly received reports from Directors and employees regarding the contents of resolution by
the Board of Directors related to matters stipulated in Article 399-13, Paragraph 13, Item 1, B and C of the Companies Act and the statusof establishment and operation of the internal control system set up based on the said resolution, and requested additional explanation asnecessary. The Committee has expressed its opinion and conducted an audit using the methods outlined below.
(i) We conducted the audit in compliance with the standards for audits by Audit & Supervisory Board Committee set forth by the said
Committee, and abided by the audit policy and division of duties. In cooperation with the Company’s Internal Control Division, we
attended important meetings and received reports from Directors and employees regarding their execution of duties, requesting
additional explanation if necessary. We also reviewed documents for important settlements, and investigated the status of operations
and assets of the headquarters and key business offices. Regarding the Company’s subsidiary, we communicated and exchanged
information with Directors, etc. of the subsidiary, and received reports on the subsidiary’s business operations as necessary.
(ii) In addition, we monitored and inspected the independent position of the accounting auditor and the execution of appropriate audits
by the accounting auditor, and also received the reporting from the accounting auditor with regard to the state of execution of its
duties, requesting additional explanation as deemed necessary. Furthermore, we received the notification from the accounting auditor
that “the system to ensure that its duties are executed as appropriate (the items listed by the respective paragraphs of Article 131 of
the Ordinance on the Accounting of Companies)” is maintained in accordance with “the standards for quality control of audits(Business Accounting Council, October 28, 2005),” requesting additional explanation as deemed necessary.
Based on the methods described above, we reviewed the business reports and related supplementary schedules, financial reports(including balance sheet, statement of income, statement of changes in equity, and notes to non-consolidated financial statements) andrelated supplementary schedules, and consolidated financial statements (consolidated balance sheet, consolidated statement of income,consolidated statement of changes in equity, and notes to consolidated financial statements) for the Term reported.

2. Results of Audit(1) Results of the audit of the business reporta. The business report and supplementary schedules fairly present the Company’s situation in accordance with laws and ordinances
and the Company’s Articles of Incorporation.
b. No misconduct in the execution of Directors’ duties or any material facts in violation of laws or ordinances or the Company’s
Articles of Incorporation was observed.
c. The contents of resolution by the Board of Directors with regard to the Internal Control System are appropriate. Also, there is nomatter to be noted as for the descriptions in the business report regarding such Internal Control System and the execution of
Directors’ duties.
(2) Results of the audit of the financial statements and related supplementary schedules
Both the methods used for and the results of the audit conducted by the accounting auditor, Ernst & Young ShinNihon LLC, areappropriate.
(3) Results of the audit of the consolidated financial statements
Both the methods used for and the results of the audit conducted by the accounting auditor, Ernst & Young ShinNihon LLC, areappropriate.
February 19, 2024
Audit & Supervisory Committee,
SymBio Pharmaceuticals Limited____________________
Kiyoshi Watanabe
Full-time Audit & Supervisory Committee Member____________________
Kesao Endo
Audit & Supervisory Committee Member____________________
Yasuhiro Tamo
Audit & Supervisory Committee Member(Note) Audit & Supervisory Committee Members Kiyoshi Watanabe, Kesao Endo, and Yasuhiro Tamo are Outside Directors of theCompany as stipulated in Article 2, Item 15 and Article 331, Paragraph 6 of the Companies Act.

52