Scienture Holdings, Inc. (SCNX) Earnings Call Transcript

Welcome to the Virtual 2026 Annual Meeting of Stockholders of Scienture Holdings, Inc. I am Shankar Hariharan, Executive Chairman and Co-Chief Executive Officer of Scienture Holdings, Inc. I now call the meeting to order. Also present from Dykema Gossett PLLC is Louis Kern. Mr. Kern, at my request, will be acting as the Secretary of today's meeting. Representing Equiniti Trust Company, LLC, which has been appointed to act as Inspector of Election for this meeting, is Emily White. Before getting started, you can find the proxy statement for this meeting on the meeting web page. The proxy statement includes the various proposals that we are presenting and on which you are voting. You may use the link entitled Vote my Shares if you wish to vote or change your prior vote during this meeting. We will not be entertaining questions. Mr. Secretary, would you please provide us with the report regarding the calling of the meeting and whether a quorum is present to transact business.

I have been informed that at least 1/3 of the shares entitled to vote at this meeting are either represented in person via live audio-only webcast or by proxy. And accordingly, a quorum is present. A complete alphabetical list of the stockholders of record entitled to notice of the stockholders' meeting arranged by voting group and the number and class of shares held by each is available for inspection for investors who have entered valid control numbers from their proxy cards. Just before the meeting was convened, the Inspector of Election took and signed an oath to faithfully execute the duties of inspector with strict impartiality and according to the best of her abilities. The Inspector of Election has also provided a certificate as to the number of shares of the Scienture Holdings, Inc. common stock present in person via the webcast or represented by proxy at the meeting. The Secretary's report and declaration of quorum concluded, I now hand the meeting back to the Executive Chairman and Co-Chief Executive Officer.

Thank you, Mr. Kern. There are 4 matters scheduled for a vote today. First, for Proposal 1: to elect each of Mayur Doshi; Donald G. Fell; Shankar Hariharan; Subbarao Jayanthi; and Narasimhan Mani to the company's Board of Directors, each of whom are elected by plurality. The nominees receiving the most For votes will be elected as directors. You may vote for all, withhold all, or for all except one or more nominees you specify. Abstentions and broker nonvotes on Proposal 1 will have no effect. Second, for Proposal 2: to ratify the appointment of CM3 Advisory as the company's independent auditor for the fiscal year ending December 31, 2026. This proposal requires the affirmative vote of a majority of the votes cast in person, via online attendance or by proxy and entitled to vote thereon. You may vote for or against or you may abstain from voting. Abstentions and broker nonvotes on Proposal 2 will have no effect. Third, for Proposal 3: to approve, by a nonbinding advisory vote, the compensation of the company's named executive officers as described in the proxy statement. This proposal requires the affirmative vote of a majority of the votes cast in person, via online attendance or by proxy and entitled to vote thereon. You may vote for or against or abstain from voting. Abstentions and broker nonvotes on Proposal 3 will have no effect. Fourth, for Proposal 4: to approve an adjournment of this meeting, if necessary and appropriate, as determined by the company's Board of Directors in its sole discretion to solicit additional proxies if there are insufficient votes at this meeting to approve presented proposals or to constitute a quorum. This proposal must receive a For vote from a majority of the votes cast in person, via online attendance or by proxy and entitled to vote thereon. You may vote for or against or abstain from voting. Abstentions and broker nonvotes, if any, is essentially be votes against this proposal. Let's proceed to the voting. The polls are now open for voting on all proposals. The time is now 11:05 a.m. All holders of common stock at close of business on September 11, 2026, may vote virtually or by proxy. Those of you who have already voted on the Internet or by returning your proxy card do not need to do anything more unless you wish to change your vote, in which case, you may do so now by completing online ballot. Anyone who has not voted by proxy and wishes to vote or change their vote via the live webcast may likewise do so now. We will now pause for 30 seconds to allow investors to vote. [Voting]

Okay. Thank you. We now have all of the ballots. Since all of those desiring to vote by ballot have done so, I hereby declare the polls closed as of 11:07 a.m. Eastern Time. The ballots and proxies will be held in the possession of the Inspector of Election. The Inspector of Election will tabulate the votes. Based upon the proxies received prior to the beginning of today's meeting and the preliminary report from the Inspector of Election, I'm pleased to report the following. With respect to the Proposal 1: election of directors, a plurality of the votes cast at the annual meeting by the holders of the outstanding shares of common stock entitled to vote thereon have been voted for each director nominee. With respect to Proposal 2: ratification of the appointment of CM3 Advisory as independent auditor for the fiscal year ending December 31, 2026, majority of the votes cast in person, via online attendance or by proxy and entitled to vote thereon on the annual meeting have been voted for the ratification of the appointment of CM3 Advisory as the company's independent auditor for the fiscal year ending December 31, 2026. With respect to Proposal 3: nonbinding advisory vote on executive compensation, majority of the votes cast in person, via online attendance or by proxy and entitled to vote thereon at the annual meeting have been voted for the approval on a nonbinding advisory basis of the compensation of the company's named executive officers as described in the proxy statement. With respect to Proposal 4: approval to adjourn the annual meeting, majority of votes cast at the annual meeting by holders of the outstanding shares of common stock entitled to vote thereon have been voted for the approval of an adjournment of the annual meeting, if necessary and appropriate, to solicit additional proxies if there are insufficient votes to approve the presented proposal or to constitute a quorum. Based on this information, I hereby declare the director nominees set forth in Proposal 1 have been duly elected to the company's Board of Directors and the Proposal 2, 3 and 4 have been approved by the stockholders of Scienture Holdings, Inc. With the voting concluded, there is no further business to be conducted at today's meeting, and the meeting is hereby adjourned. Thank you for attending today's meeting. We are grateful for your interest and support.

This concludes today's conference, and you may now disconnect at this time. Thank you for your participation.