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ACBT AGM Information 2019

Jul 19, 2019

52387_rns_2019-07-19_80a50418-1872-400f-b461-d10d854d32cd.pdf

AGM Information

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全宇生技控股有限公司

All Cosmos Bio-Tech Holding Corporation

2019 Annual General Meeting Meeting Minutes

Date and time : June 19, 2019 at 9:00 a.m. (Wednesday)

Location of the Meeting : 15F., No. 99, Fuxing N. Rd., Songshan Dist., Taipei City 10595, Taiwan

(R.O.C.) (Primasia Conference & Business Center)

Announcement of the commencement of the Meeting :

At 9:00 a.m., the number of shares in attendance is 47,749,411 shares which constitutes 74.56% of the total 64,034,001 shares issued and the statutory meeting quorum is met. Chairman Mr ShihHao Peng announces the commencement of the meeting.

Attending directors : (Six)

Directors : Mr Shih-Hao Peng, Ms Chia-Lin Peng, Mr Ken-Tsai Hsu, Mr Lu-Chang Chang Independent Directors : Mr Yung-Cheng Yang, Mr Tze-Wu Lo

1. Chairman’s Remarks : (Omitted)

2. Reporting Matters

Agenda 1 : 2018 Business Report. (Proposed by the Board of Directors)

Explanation : Please refer to Attachment I for the 2018 Business Report.

(Noted)

Agenda 2 : 2018 Financial Statement as examined by the Audit Committee. (Proposed

by the Audit Committee)

Explanation : Please refer to Attachment II for the Audit Report of the Audit Committee on the Business Report, the Financial Statements and Earnings Distribution for 2018. (Noted)

Agenda 3 : Report on the Distribution of Employees’ Compensation and Directors’

Remuneration for 2018. (Proposed by the Board of Directors)

Explanation :

  1. Pursuant to Company’s Articles of Incorporation and the approval by The Company’s Board of Directors, NT$ 9,628,419 is declared as the Company’s 2018 employees’

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compensation, and NT$ 6,418,946 is declared as directors’ remuneration, each if

which respectfully represent 3% and 2% of the Pre-tax net profit before distribution.

  1. There is no difference between the distribution of 2018 employees’ compensation and directors’ remuneration and the estimated amount of expenses on the account for the current year. Both are paid in cash.

(Noted)

3. Adoption Matters

Agenda 1 : 2018 Business Report and Financial Statements. (Proposed by the Board of

Directors)

Explanation :

  1. The Company’s 2018 Consolidated Financial Statements, have duly audited by Independent Auditors, Ms. Chiang Hsun Chen and Mr. Cheng Chuan Yu, of Deloitte & Touche with unqualified opinions. In addition, 2018 Business Report and Consolidated Financial Statements have been duly approved by the Board of Directors and examined by the Audit Committee.

  2. Please refer to Attachment I and III for the 2018 Business Report and the Consolidated Financial Statements for 2018 and 2017.

  3. Adoption is respectfully requested.

RESOLVED : Approved as proposed, voting results as follows:

Number of votes represented by attending shareholders : 47,747,411

Accounted for the voting Voting Results rights of the attending shareholders (%) Votes in favor : 47,502,938 99.48% (Inclusive of electronic voting rights 170,937) Votes against : 7,010 0.01% (Inclusive of electronic voting rights 7,010) Invalid votes : 0 0.00% (Inclusive of electronic voting rights 0)

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Abstaining votes and no votes : 237,463 0.49% (Inclusive of electronic voting rights 95,463)

Agenda 2 : 2018 Earnings Distribution Proposal (Proposed by the Board of Directors)

Explanation :

  1. The Board has adopted a Proposal for Distribution of 2018 Profits in accordance with the Company Act and Articles of Incorporation.

  2. The Company’s 2018 annual net profit after tax in NT$ 305 millions, the proposed earnings distribution is allocated from Earnings in 2018 available for distribution. Cash dividends on common shares will be distributed as NT$2.40 per share.

  3. The 2018 Earnings Distribution Proposal is shown as per below:

All Cosmos Bio-Tech Holding Corporation.

2018 Earnings Distribution Proposal

Unit : NT$
Items Amount
Beginning Balance of Undistributed Earnings 313,957,702
Add : Net Profit for the Period 305,057,856
Less : 10% Legal Reserve (30,505,786)
Adjustment of retained earnings due to
investment using equity method
(269,159)
Add : Revolving the Special Surplus Reserve
According to Law
(1,664,118)
Available for Distribution Surplus 586,576,495
Distributable Item
Cash Dividends on Common Shares (NT$ 2.40 per
share)
(153,681,602)
Closing Balance of Undistributed Earnings 432,894,893

RESOLVED : Approved as proposed, voting results as follows:

Number of votes represented by attending shareholders : 47,747,411

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Accounted for the voting Voting Results rights of the attending shareholders (%) Votes in favor : 47,502,938 99.48% (Inclusive of electronic voting rights 170,937) Votes against : 7,010 0.01% (Inclusive of electronic voting rights 7,010) Invalid votes : 0 0.00% (Inclusive of electronic voting rights 0) Abstaining votes and no votes : 237,463 0.49% (Inclusive of electronic voting rights 95,463)

4. Discussion Matters

Agenda 1 : Amendment to the Company’s Articles of Incorporation. (Proposed by the

Board of Directors)

Explanation :

  1. In response to the recent amendment to Taiwan’s Company Act and operation needs, it is proposed to amend the Company’s Articles of Incorporation. The proposed amendment have duly approved by the Board of Directors.

  2. Please refer to Attachment IV for the comparison table and the Company’s amended Articles of Incorporation

  3. Approval is respectfully requested.

RESOLVED : Approved as proposed, voting results as follows:

Number of votes represented by attending shareholders : 47,747,411

Accounted for the voting Voting Results rights of the attending shareholders (%) Votes in favor : 47,502,938 99.48% (Inclusive of electronic voting rights 170,937)

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Votes against : 7,010 0.01% (Inclusive of electronic voting rights 7,010) Invalid votes : 0 0.00% (Inclusive of electronic voting rights 0) Abstaining votes and no votes : 237,463 0.49% (Inclusive of electronic voting rights 95,463)

Agenda 2 : Amendment to the Company’s Procedures Governing the Acquistition or

Disposal of Assets. (Proposed by the Board of Directors)

Explanation :

  1. To comply with the amendments to the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” announced by the Financial Supervisory Commmission on November 26, 2018, it is proposed to amend the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies”. The Board has adopted to revise “Procedures for Acquisition or Disposal of Assets” to reflect such regulatory amendments and to address future operational needs.

  2. Please refer to Attachment V for the comparison table for Procedures for Acquisition or Disposal of Assets.

  3. Approval is respectfully requested.

RESOLVED : Approved as proposed, voting results as follows:

Number of votes represented by attending shareholders : 47,747,411

Accounted for the voting Voting Results rights of the attending shareholders (%) Votes in favor : 47,495,938 99.47% (Inclusive of electronic voting rights 163,937) Votes against : 14,010 0.02% (Inclusive of electronic voting rights 14,010)

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Invalid votes : 0 0.00% (Inclusive of electronic voting rights 0) Abstaining votes and no votes : 237,463 0.49% (Inclusive of electronic voting rights 95,463)

Agenda 3 : Amendment to the Company’s Procedures for Governing Lending of Company

Funds to Others (Proposed by the Board of Directors)

Explanation :

  1. To comply with the amendments to the “Governing Lending of Company Funds to Others” announced by the Financial Supervisory Commission, it is proposed to amend the “Regulations Governing Lending of Company Funds to Others by Public Companies”. The Board has adopted to revise Procedures for Governing Lending of Company Funds to Others to reflect such regulatory amendments and to address future operational needs.

  2. Please refer to Attachment VI for the comparison table for Procedures for Governing Lending of Company Funds.

  3. Approval is respectfully requested.

RESOLVED : Approved as proposed, voting results as follows:

Number of votes represented by attending shareholders : 47,747,411

Accounted for the voting Voting Results rights of the attending shareholders (%) Votes in favor : 47,502,938 99.48% (Inclusive of electronic voting rights 170,937) Votes against : 7,010 0.01% (Inclusive of electronic voting rights 7,010) Invalid votes : 0 0.00% (Inclusive of electronic voting rights 0) Abstaining votes and no votes : 237,463 0.49% (Inclusive of electronic voting rights 95,463)

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Agenda 4 : Amendment to the Company’s Procedures for Endorsements and Guarantees

(Proposed by the Board of Directors)

Explanation :

  1. To comply with the amendments to the “Procedures for Endorsements and Guarantees” announced by the Financial Supervisory Commission, it is proposed to amend the “Procedures for Endorsements and Guarantees by Public Companies”. The Board has adopted to revise Procedures for Endorsements and Guarantees to reflect such regulatory amendments and to address future operational needs.

  2. Please refer to Attachment VII for the comparison table for Procedures for Endorsements and Guarantees.

  3. Approval is respectfully requested.

RESOLVED : Approved as proposed, voting results as follows:

Number of votes represented by attending shareholders : 47,747,411

Accounted for the voting Voting Results rights of the attending shareholders (%) Votes in favor : 47,501,938 99.48% (Inclusive of electronic voting rights 169,937) Votes against : 7,010 0.01% (Inclusive of electronic voting rights 7,010) Invalid votes : 0 0.00% (Inclusive of electronic voting rights 0) Abstaining votes and no votes : 238,463 0.49% (Inclusive of electronic voting rights 96,463)

Agenda 5 : Amendment to the Company’s Rules Governing the Procedures for

Shareholders’ Meetings. (Proposed by the Board of Directors)

Explanation :

  1. In response to the recently amended Articles of Taiwan’s Company’s Act and to enhance the protection of shareholders’ rights and interest, it is proposed to amend the Company’s

  2. “Rules of Procedures for Shareholders’ Meetings” to reflect such regulatory amendments

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and to address future operational needs.

  1. Please refer to Attachment VIII for the comparison table for Rules of Procedures for Shareholders’ Meetings.

  2. Approval is respectfully requested.

RESOLVED : Approved as proposed, voting results as follows:

Number of votes represented by attending shareholders : 47,747,411

Accounted for the voting Voting Results rights of the attending shareholders (%) Votes in favor : 47,502,938 99.48% (Inclusive of electronic voting rights 170,937) Votes against : 7,010 0.01% (Inclusive of electronic voting rights 7,010) Invalid votes : 0 0.00% (Inclusive of electronic voting rights 0) Abstaining votes and no votes : 237,463 0.49% (Inclusive of electronic voting rights 95,463)

5. Directors’ Re-election

Agenda : To re-elect the Directors and Independent Directors (Proposed by the Board of

Directors)

Explanation :

  1. The three-year term of the current Board will be ended on 06/18/2019. The Board of Directors have duly approved to re-elect new Board Members at Company's 2019 Annual Shareholders Meeting. The shareholders’ meeting shall elect 9 directors (including 3 Independent Directors). After election, the new appointment term will be for three years which is started from 06/19/2019 until 06/18/2022.

  2. The Directors and Independent Directors shall be elected by adopting candidates nomination system as specified in Article 192-1 of the Company Act. The Directors and Independent Directors shall be elected from the nominated candidates. The list of elected directors and

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their elected votes are as follows :

Election results :

Position Held Name Elected votes
Director All Cosmos Investment Ltd.
Representative : Shih-Hao Peng
86,996,082
Director SHENG HUA Ltd.
Representative : Sheng-Ching Peng
56,001,864
Director MAXTRENGTH CORPORATION
Representative : Chia-Lin Peng
53,356,864
Director Ken-Tsai Hsu 41,952,864
Director Lu-Chang Chang 41,733,364
Director Kheng-Hoy Chee 41,952,864
Independent
Director
Tze-Wu Lo 35,093,364
Independent
Director
Yung-Cheng Yang 35,077,363
Independent
Director
Wen-Chuan Lee 34,794,363

6. Other Business

Agenda : Release the Company’s Directors from Non-Competition Restrictions. (Proposed

by the Board of Directors )

Explanation :

  1. Pursuant to Article 209 of the Company Act, A director conducting either for himself or on behalf of another person, activities that are within the scope of the company's business, shall explain to the Shareholders’ Meeting the essential contents of such activities and obtain its approval for conducting such activities. In addition, in accordance with Article 178 of the Company Act, a shareholder has a personal interest in the matter under discussion at a

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meeting, which may impair the interest of the company, shall not vote or exercise voting rights on behalf of another shareholder.

  1. A director of the Company, if engaging in acts of participation in other business operations similar or identical to the Company’s scope of operations shall, pursuant to Article 209 of the Company Act, request the Shareholders’ Meeting to exempt the director from noncompetition restrictions and to release the director from the requirement to disgorge his income from competitive activities. The details shown as per below :
Name of Directors and their
Representatives
Job Title Release the prohibition from participation in
competitive business
All Cosmos Investment Ltd
Representative : Shih-Hao Peng
Director All Cosmos Industries Sdn. Bhd. Director
Sabah Softwoods Hybrid Fertiliser Sdn. Bhd. Director
Grains & Green Sdn. Bhd. Director
Kinabalu Life Sciences Sdn. Bhd. Director
Sawit Ecoshield Sdn. Bhd. Director
GK Bio International Sdn. Bhd. Director
PT All Cosmos Biotek Director
SHENG HUA Ltd
RepresentativeSheng-Ching Peng
Director All Cosmos Industries Sdn. Bhd. Director
MAXTRENGTH CORPORATION
Representative : Chia-Lin Peng
Director GK Bio International Sdn. Bhd. Director
Kheng-Hoy Chee Director Arif Efektif Sdn. Bhd. Director
Malaysian Rubber Research Institute Director
Wen-Chuan Lee Independent
Director
Reboot Agricultural Technology Owner
Taiwan Formosa Organic Association
Deputy Managing Director

RESOLVED : Approved as proposed , voting results are as follows:

Number of votes represented by attending shareholders : 47,749,411

Accounted for the voting Voting Results rights of the attending shareholders (%) Votes in favor : 47,449,938 99.37% (Inclusive of electronic voting rights 117,937)

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Votes against : 2,010 0.00% (Inclusive of electronic voting rights 2,010) Invalid votes : 0 0.00% (Inclusive of electronic voting rights 0) Abstaining votes and no votes : 297,463 0.62% (Inclusive of electronic voting rights 153,463)

7. Ad Hoc Motions

After inquiring all participating shareholders, no one raised ad hoc motions.

8. Meeting Adjourned

Meeting adjourned at 9:36 a.m. All items in today’s meeting agenda have been discussed and the Chairman announces that the meeting is adjourned.

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Attachment I

2018 Business Report

Dear Shareholders

2018 is the first time in 20 years that All Cosmos has faced multiple external challenges. However, with the contribution of new corporate customers’ sales, this year’s revenue can still maintain its growth trend, and it will be implemented steadily in the future biological vaccine factory and Indonesian plant. All Cosmos’ long-term growth trend remains unchanged. Although at this point in time, the overall mid-stream and downstream industries are facing short-term challenges of sustained and significant growth, all short and mid-term plans of the Company are still in a stable layout and in progress. Therefore, the Company still has its confidence for the longterm development. In addition, the Company has already begun to actively develop the different crops and areas, and it is expected that the products will be effectively dispersed in the future with its mixamization. Therefore, All Cosmos recently established a branch office in Taiwan, and in the future it is expected to contribute to the patent technology of the Company’s unique microbial biochemical compound fertilizer in Taiwan’s agriculture. It is our honour to present the Company’s past year’s operating results and the future prospects to the Shareholders.

1. 2018 Operating Results

1.1 Business plan implementation results

Unit NT$ in Thousand %

2018 2017 Increase
(Decrease)
Amount
Change Ratio
Operating
Revenue
2,687,581 2,263,652 423,929 18.73%
Gross Profit 774,594 751,521 23,073 3.07%
Net Profit For
The Year
305,058 322,873 (17,815) (5.52%)

In 2018, the Company’s revenue increased by 18.73% or NT$423,929 as compared with 2017. It mainly increased in the sales of chemical fertilizers. The customers are Corporate companies with a large scale of oil palm plantations. The orders of these corporate customers are mostly from tender. The bidding price is given according to the formula and product type that is regulated. Since it is necessary to have business deal with these corporate customers, the company must enter its supply chain with accommodate the customers’ requirement with sacrificing the margin, after building up certain relationship, we will then gradually promote our bio fertilisers to them or recommendations for field trials. Due to the competition in chemical fertilizer bidding prices, the gross profit margin is low. Therefore, although the revenue is increased in 2018, it is mainly due to the increase in chemical fertilizers sales, which affect the

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reduction of gross profit. In addition, due to the heavy decline in palm oil prices and affecting the income of the plantation, in order to control its costs, planters prefer to choose the lower cost chemical fertilizers even though lower efficiency.

In the operation expenses-selling and distribution expenses, there was an increase in warehouse storage charges in 2018 as compared to 2017, this is due to subsidiary – ACI set up the warehousing services in Philippines in order to response to the shipment demand of the corporate customer Sumifru, thus increasing the storage management fee at USD 35 per metric ton, in total is about NT$ 11.293 thousands for the year.

In anticipation of credit impairment losses, in 2018, it increased by NT$ 26,048 thousands as compared to 2017, it is mainly due to the increase in Accounts Receivable outstanding. The price of palm oil befan to weaken in 2018 and fell below MYR 2,000 in the fourth quarter. The revenue of planters was greatly affected and caused out the customers began to extend the payment to the Company. In addition, in May 2018, Malaysia experienced the first time of changing of government in 60 years, most of the top management of the public enterprises were replaced, which also affected the internal operations. Payment arrangements, decision-making and others have caused the delay, hence the Company’s Accounts Receivable Aging getting longer in the third quarter.

Subsidiary Co-ACI has met the requirements of Income Tax (Exemption) (No. 17) for its research and development, and has been approved by the Ministry of Finance of Malaysia to entitle 100% of its taxable income for 10 years. The credit period is from March 27, 2008 until March 26, 2018. As due to the expiration of the credit period, it is started to pay income tax in 2018.

1.2 Financial Revenue and Profitability

Financial Ratio Item Financial Ratio Item 2018 2017
Financial
Structure
(%)
Debt to Asset Ratio 14.75 12.73
Long-Term Capital to Fixed
Assets Ratio
460.25 444.78
Solvency
(%)
Current Ratio 545.97 738.57
Quick Ratio 368.88 592.35
Profitability
(%)

Return on Assets
11.28 13.88

Return on Equity
14.49 19.15
Earning Per Share (NT$) 4.76 5.31

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2. 2019 Operating Plan Summary

Continued the fall in palm oil prices in the fourth quarter of last year and political changes in major markets, this year will be a challenging year for the Company in 2019, and it is also an important year to be globalization. All Cosmos’s key core microbial technology, mastering the acquisition of organic materials or chemical raw materials, and the customer resources that have been cultivated for 20 years which have formed a strong backing and solid foundation under the combination of the three. The Company has its peak performance since 2009, and will continue to create a future prosperity.

The international palm oil price has stabilized, as the two major palm oil exporting countries of Indonesia and Malaysia have adopted the relevant policy to response , and the Company is still paying close attention to its follow-up trend. In additiona to actively exploring the new oil palm market in Indonesia and using the Company’s core microbial technology to develop high-value crops such as rubber, papaye and durian, the Company is actively participate into the market of high-value crops. In addition to the Company’s operational performance to be more stable and diversify, the two major layouts of the green circular economy will gradually contribute, as the Company’s short and mid-term growth mementum.

The Green Circular Economy has established a joint venture with major customers to set up two companies to assist in setting up a specialized treatment plant around its refinery, directly recycling the remaining organic matter in the oil extraction process, in addition to effectively reducing the cost of freight, and investing differently for different needs. Microorganisms, customized, and made into professional microbial compound fertilizer for preventing plant diseases and pest and ganoderma diseases. The second layout of the green recycle economy, through recyling of the surplus by-products, introduces a professional microbial compound fertilizer that can improve soil pH, not only can effectively protect the environment, but also enhance the soil’s ability to absorb nutrients, while having low unit price and high margin. The green circular economy will be one of the Company’s future operational priorities.

After 20 years of deep cultivation in the Malaysian compound fertilizer market, All Cosmos has grown in the past with higher average growth rate of the overall fertilizer industry and has become a pioneer in the global bio-compound fertilizer industry. The Company has more than 500 kinds of microbial strains and two patented technologies with high-end agricultural technology, including quantitative microbial technology and stabilzer technology platform. The Company will use the technology resources with more effectively and to expand the markets and industries with high growth potential. Global environmental awareness and sustainable agriculture are gradually rising, coupled with soil deterioration and ecological problems, and it is bound to require All Cosmos’s advanced biotechnology and agricultural technology to help improve and maintain the environment. All Cosmos will continue to strive to improve and research effective microbial populations. While continuously creating technologically leading milestones, it will accumulate the experience and integrate all technical resources to provide a solid foundation for the Company’s future market operation strategy.

We hope that we can show our business results to our shareholders with our peers’ efforts and our dedication. We will enbrace the spirit of continuous improvement and maintain a continuous improvement attitude. Under the cautious efforts of step by step, we will meet up the expectations

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of the shareholders. Finally, we would like to thanks our partners, sharheolders and hardworking staffs for their long-standing support. I would like to express my sincere gratitude!

All Cosmos Bio-Tech Holding Corporation Peng, Shih Hao

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Attachment II

All Cosmos Bio-Tech Holding Corporation

Examination Report of the Audit Committee

The Board of Directors has prepared this Company’s 2018 business report, financial statements (including consolidated financial statements) and the earnings distribution plan, among which the financial statements (including consolidated financial statement) have been audited by external auditors Chiang Hsun Chen and Cheng Chian Yu of Deloitte & Touche, who have submitted an audit report. The above statements and reports have been examined by the Audit Committee and no irregularities were found. We hereby report as above in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act. Please kindly approve.

To : All Cosmos Bio-Tech Holding Corporation

  • 2019 Annual General Meeting

Audit Committee

Convener Yung Cheng Yang

Date : March 26, 2019

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Attachment III

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders All Cosmos Bio-Tech Holding Corporation

Opinion

We have audited the accompanying consolidated financial statements of All Cosmos Bio-Tech Holding Corporation (the “Company”) and its subsidiaries (collectively referred to as the “Group”), which comprise the consolidated balance sheets as of December 31, 2018 and 2017 and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies (collectively referred to as the “consolidated financial statements”).

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2018 and 2017, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2018. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

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Key audit matters for the Group’s consolidated financial statements for the year ended December 31, 2018 are stated as follows:

Impairment of Trade Receivables

At the end of the reporting period, the balance of net trade receivables (including related parties) of the Group was $808,203 thousand, which amounted to 27% of the Group’s total assets. When assessing the allowance for impairment losses on trade receivables, management took into consideration past default experience of the debtor and an analysis of the debtor’s current financial position. Refer to Notes 4(m), 5(a), and 8 in the consolidated financial statements for the details on the accounting policy, accounting estimation and assumption uncertainty and relevant disclosures of the impairment of accounts receivables. Since the assessment of the expected credit loss rate on trade receivables is subject to management’s judgment, we identified such assessment as a key audit matter.

Our key audit procedures performed in respect of the above mentioned assessment included the following:

  1. We understood management’s assumptions used in assessing the expected credit loss rate and ascertaining the reasonableness of the assumptions;

  2. We sampled the documentation of the aging of trade receivables provided by management to test the accuracy;

  3. We performed our own calculation of the expected credit loss on trade receivables based on the expected credit loss rate provided by management in order to assess the reasonableness of the recognition of the allowance for impairment loss on trade receivables; and

  4. We reviewed the subsequent collections of overdue trade receivables to evaluate the adequacy of the allowance for impairment losses on trade receivables.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

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

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

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Auditors’ 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 auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

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

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.

  5. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2018 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Chiang Hsun Chen and Cheng Chuan Yu.

Deloitte & Touche Taipei, Taiwan Republic of China

March 26, 2019

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.

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26

Attachment IV

All Cosmos Bio-Tech Holding Corporation

The Comparison Table of Amendments to the Articles of Association

After Revision Before Revision Illustration
50.The following matters shall be specified in
the notice of a general meeting, and shall
not be proposed as ad hoc motions;
material contents of such matters may be
uploaded onto the website designated by
the TWSE, TPEx or the Company with the
address of website indicated in the notice:
(a)election or discharge of Directors or
supervisors (if any);
(b)amendments to the Memorandum of
Association and/or these Articles;
(c)reduction in share capital of the
Company;
(d)application for de-registration as a
public company;
(e)dissolution, share swap (as defined in
the Applicable Listing Rules), Merger
or Spin-off of the Company;
(f)
entering
into,
amendment
to,
or
termination of any contract for lease of
its business in whole, or for entrusting
business, or for regular joint operation
with others;
(g)the transfer of the whole or any
material part of its business or assets;
(h)the
takeover
of
another's
whole
business or assets, which will have a
material
effect
on
the
business
operation of the Company;
(i)
the private placement of equity-linked
securities;
(j)
granting waiver to the Director’s
engaging in any business within the
scope of business of the Company;
(k)distribution of part or all of its
dividends or bonus by way of issuance
of new Shares;
(l)
capitalization of the Legal Reserves
and Capital Reserves arising from the
share premium account or endowment
income,in whole or inpart,byissuing
50.The following matters shall be specified in
the notice of a general meeting, and shall
not be proposed as ad hoc motions:
(a) election or discharge of Directors or
supervisors (if any);
(b) amendments to the Memorandum of
Association and/or these Articles;
(c)dissolution, share swap (as defined in
the Applicable Listing Rules), Merger
or Spin-off of the Company;
(d)entering
into,
amendment
to,
or
termination of any contract for lease of its
business in whole, or for entrusting
business, or for regular joint operation
with others;
(e)the transfer of the whole or any material
part of its business or assets;
(f)
the takeover of another's whole business
or assets, which will have a material effect
on the business operation of the Company;
(g)the private placement of equity-linked
securities;
(h)granting waiver to the Director’s engaging
in any business within the scope of
business of the Company;
(i)
distribution of part or all of its dividends
or bonus by way of issuance of new
Shares;
(j)
capitalization of the Legal Reserves and
Capital Reserves arising from the share
premium account or endowment income,
in whole or in part, by issuing new Shares
which shall be distributable as dividend
shares to the then Shareholders in
proportion to the number of Shares being
held by each of them;
(k)subject to the Law, distribution of the
Legal Reserves and Capital Reserves
arising from the share premium account or
endowment income, in whole or in part,
by paying cash to the then Shareholders in
In
accordance
with the
amendments
to the Act,
add items
(c) and (d)

27

After Revision Before Revision Illustration
new Shares which shall be distributable
as
dividend
shares
to
the
then
Shareholders in proportion to the
number of Shares being held by each of
them;
(m)subject to the Law, distribution of the
Legal Reserves and Capital Reserves
arising
from
the
share
premium
account or endowment income, in
whole or in part, by paying cash to the
then Shareholders in proportion to the
number of Shares being held by each of
them;
(n)the transfer of Treasury Shares to its
employees by the Company; and
(o)the Delisting.
Subject to the Law and these Articles, the
Shareholders may propose matters in a
general meeting to the extent of matters as
described in the agenda of such meeting.
proportion to the number of Shares being
held by each of them;
(l)
the transfer of Treasury Shares to its
employees by the Company;and
(m)the Delisting.
Subject to the Law and these Articles, the
Shareholders may propose matters in a general
meeting to the extent of matters as described in
the agenda of such meeting.
52.One or moreShareholders holdingin the
aggregate ofone percent (1%) or more of
the
total number
of
issued
Shares
immediately prior to the relevant book
close period may propose in writingor by
way of electronic transmissionto the
Company amatterfor discussion at an
annual general meeting. The Company
shall give a public notice in such manner
as permitted by the Applicable Listing
Rules at such time deemed appropriate by
the Board specifying the place and a period
of not less than ten (10) days for Members
to submit proposals. Any Shareholder(s)
whose proposal has been submitted and
accepted by the Board, shall continue to be
entitled to attend the annual general
meeting in person or by proxy or in the
case of a corporation, by its authorised
representative(s), and participate in the
discussion of such proposal.
The Boardshall accepta proposal
submitted byone or moreShareholders
and arrange for the proposal to be
discussed at the annual general meeting
unless(i) the number of Shares held by
suchone or moreShareholders is less than
one percent (1%)in aggregateof the total
number of issued Shares in the Register of
Members as of the record date determined
by the Board or upon commencement of
the period for which the Register shall be
closed before thegeneral meeting; (ii)the
52.Shareholder~~(s)~~holding one percent (1%) or
more of the total number of issued Shares
immediately prior to the relevant book close
period may propose in writing to the
Company a~~proposal~~for discussion at an
annual general meeting. The Company
shall give a public notice in such manner as
permitted by the Applicable Listing Rules at
such time deemed appropriate by the Board
specifying the place and a period of not less
than ten (10) days for Members to submit
proposals. Any Shareholder(s) whose
proposal has been submitted and accepted
by the Board, shall continue to be entitled to
attend the annual general meeting in person
or by proxy or in the case of a corporation,
by its authorised representative(s), and
participate in the discussion of such
proposal.
The Board~~may exclude~~a proposal submitted
by~~a~~Shareholder~~(s) if~~(i) the number of
Shares held by such Shareholder~~(s)~~is less
than one percent (1%) of the total number of
issued Shares in the Register of Members as
of the record date determined by the Board or
upon commencement of the period for which
the Register shall be closed before the general
meeting; (ii) the proposal involves matters
which cannot be resolved at the annual
general meeting in accordance with or under
the Applicable Listing Rules; (iii) the
proposal submitted concerns more than one
matter;or(~~iv~~)theproposal is submitted~~after~~
In
accordance
to the
amendment
to the Act

28

After Revision Before Revision Illustration
proposal involves matters which cannot be
resolved at the annual general meeting in
accordance with or under theLaw or
Applicable Listing Rules; (iii) the proposal
submitted concerns more than one matter;
(iv) the proposal submitted exceeds three
hundred words;or (v) the proposal isnot
submittedwithinthe specified period
determined by the Board;provided,
however, that if the proposal submitted is
to urge the Company to facilitate the
public
interest
or
perform
social
responsibility, the Board may accept that
proposal and arrange for it being discussed
at the annual general meeting.The
Company shall, prior to the dispatch of a
notice of the annual general meeting,
inform the Shareholders the result of
submission of proposals and list in the
notice of annual general meeting the
proposals accepted for consideration and
approval at the annual general meeting.
The Board shall explain at the annual
general meeting the reasons for excluding
proposals
submitted
by
such
Shareholder(s).
the~~expiration of the~~
determined by the Boar~~d,~~

~~td l hll t~~
~~reece proposa sa no~~
53A.Any one or more Shareholders holding in
aggregate more than half of the total
number of the issued Shares of the
Company
for
at
least
three
(3)
consecutive months may convene an
extraordinary
general
meeting.
The
determination of the afore-mentioned
holding period and number of Shares
shall be based on the Shares held
immediately prior to the relevant book
close period.
Non Additional
Clause
54A.The Board of Directors or any person
who is entitled to convene a general
meeting pursuant to Article 53A above
or under these Articles may demand the
Company or its Shareholders’Service
Agent to provide the Register of
Members.
Non Additional
Clause
77. When the number of Directors falls below
five (5) due to the disqualification or
resignation of a Director or any Director
ceases to be a Director of the Company
for any reason, the Company shall hold
an election to elect substitute director(s)
at the next following general meeting.
When the number of Directors falls short
by one-third (1/3) of total number of
Directors elected at the previous general
meeting convened to elect Directors and
notwithstanding
the
actual
current
number of Directors, an extraordinary
general meetingshall be convened within
77. When the number of Directors falls below
five (5) due to the disqualification or
resignation of a Director or any Director
ceases to be a Director of the Company for
any reason, the Company shall hold an
election to elect substitute director(s) at
the next following general meeting. When
the number of Directors falls short by one-
third (1/3) of total number of Directors
elected at the previous general meeting
convened
to
elect
Directors
and
notwithstanding the actual current number
of Directors, an extraordinary general
meetingshall be convened within sixty
Deletion of
some text

29

After Revision

Before Revision

Illustration

sixty (60) days of the occurrence of that fact to hold an election of Directors.

If all Directors are re-elected at a general meeting held prior to the expiration of the term of the current Directors (the " Re-Election "), unless otherwise resolved at such general meeting, the term of the existing Directors shall be deemed to have expired immediately prior to the Re-Election. The aforesaid re-election of all Directors shall be held in the general meeting attended by Shareholders representing more than fifty percent (50%) of total issued Shares of the Company.

82B. For so long as the Shares are registered in the Emerging Market or listed in the Taipei Exchange or TSE, subject to the Applicable Listing Rules, any Director (other than the Independent Director) or supervisor (if any), who, during his or her term and in one or more transactions, transfers more than fifty percent (50%) of the total Shares held by such Director or supervisor (as the case may be) at the time of his or her appointment or election as Director or supervisor (as the case may be) being approved at a general meeting (the " Approval Time "), shall be discharged or vacated from the office of Director or supervisor (as the case may be).

For so long as the Shares are registered in the Emerging Market or listed in the Taipei Exchange or TSE, subject to the Applicable Listing Rules, if any person transfers, in one or more transactions, more than fifty percent (50%) of the Shares held by him or her at the Approval Time either (i) during the period from the Approval Time to the commencement date of his or her office as Director (other than as an Independent Director) or supervisor (if any), or (ii) during the period when the Register is closed for transfer of Shares prior to the general meeting at which the appointment or election of such person as a Director or supervisor (if any) will be proposed, his or her appointment or election as Director or supervisor (if any) shall be null and void.

  1. A person shall not act as a Director and shall be discharged or vacated from the

(60) days of the occurrence of that fact to hold an election of Directors. If ~~it is resolved~~ at a general meeting held prior to the expiration of the term of the current Directors ~~that all Directors shall be re-elected with effect immediately after the adoption of such resolution~~ (the " ReElection "), unless otherwise resolved at such general meeting, the term of the existing Directors shall be deemed to have expired immediately prior to the ReElection. The aforesaid re-election of all Directors shall be held in the general meeting attended by Shareholders representing more than fifty percent (50%) of total issued Shares of the Company. 82B. For so long as the Shares are registered in Deletion of the Emerging Market or listed in the some text Taipei Exchange or TSE, subject to the Applicable Listing Rules, any Director or supervisor (if any), who, during his or her term and in one or more transactions, transfers more than fifty percent (50%) of the total Shares held by such Director or supervisor (as the case may be) at the time of his or her appointment or election as Director or supervisor (as the case may be) being approved at a general meeting (the " Approval Time "), shall be discharged or vacated from the office of Director or supervisor (as the case may be). For so long as the Shares are registered in the Emerging Market or listed in the Taipei Exchange or TSE, subject to the Applicable Listing Rules, if any person transfers, in one or more transactions, more than fifty percent (50%) of the Shares held by him or her at the Approval Time either (i) during the period from the Approval Time to the commencement date of his or her office as Director or supervisor (if any), or (ii) during the period when the Register is closed for transfer of Shares prior to the general meeting at which the appointment or election of such person as a Director or supervisor (if any) will be proposed, his or her appointment or election as Director or supervisor (if any) shall be null and void.

  1. A person shall not act as a Director and Deletion of

shall be discharged or vacated from the some taxt and add

30

After Revision Before Revision Illustration
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)
office of Director, if he or she:
committed an organized crime and has
been adjudicated guilty by a final
judgment,and he has not served the term
of the sentence yet, he has not served the
full term of the sentence, orthe time
elapsed after he has served the full term
of the sentence, his term of probation has
expired or he has been pardonedis less
than five (5) years;
has been sentenced to imprisonment for a
term of more than one (1) year for
commitment of fraud, breach of trust or
misappropriation, andhe has not served
the term of the sentence yet, he has not
served the full term of the sentence, or
the time elapsed after he has served the
full term of such sentence, his term of
probation has expired or he has been
pardonedis less than two (2) years;
has been adjudicated guilty by a final
judgment forviolating anti-corruption
law,and he has not served the term of
the sentence yet, he has not served the
full term of the sentence, orthe time
elapsed after he has served the full term
of such sentence, his term of probation
has expired or he has been pardonedis
less than two (2) years;
becomes bankruptor enters into
liquidation process by a court orderand
has not been discharged from bankruptcy
or liquidation;
has been dishonored for unlawful use of
credit instruments, and the term of such
sanction has not expired yet;
has no or only limited legal capacity;
dies or is found to be or becomes of
unsound mind;
resigns his office by notice in writing to
the Company;
becomes subject to the order of
commencement of assistance due to
incapacity pursuant to relevant Taiwan
law and the order has not been revoked;
or
is removed from office and ceases to be
the Director pursuant to these Articles.
office of Director, if he or she:
(a) committed an organized crime and has
been adjudicated guilty by a final
judgment,~~and~~the time elapsed after he
has served the full term of the sentence
is less than five (5) years;
(b) has been sentenced to imprisonment for a
term of more than one (1) year for
commitment of fraud, breach of trust or
misappropriation, and the time elapsed
after he has served the full term of such
sentence is less than two (2) years;
(c) has been adjudicated guilty by a final
judgment for~~misappropriating company~~
~~or public funds during the time of his~~
~~public service,~~and the time elapsed after
he has served the full term of such
sentence is less than two (2) years;
(d) becomes bankrupt and has not been
discharged from bankruptcy;
(e) has been dishonored for unlawful use of
credit instruments, and the term of such
sanction has not expired yet;
(f) has no or only limited legal capacity;
(g) dies or is found to be or becomes of
unsound mind;
(h) resigns his office by notice in writing to
the Company; or
(i) is removed from office and ceases to be the
Director pursuant to these Articles
item (i)
107. A Director who directly or indirectly has 107. A Director who directly or indirectly has Insertion of

31

After Revision

personal interest in the matter proposed at the meeting of the Board, including but not limited to a contract or proposed contract or arrangement with the Company shall disclose the nature of his or her personal interest at the meeting of the Board, if he or she knows his or her personal interest then exists, or in any other case at the first meeting of the Board after he or she knows that he or she is or has become so interested. For the purposes of this Article, a general notice to the Board by a Director to the effect that:

  • (a) he is a member or officer of a specified company or firm and is to be regarded as interested in any contract or arrangement which may after the date of the notice be made with that company or firm; or

  • (b) he is to be regarded as interested in any contract or arrangement which may after the date of the notice be made with a specified person who is connected with him;

shall be deemed to be a sufficient disclosure of personal interest under this Article in relation to any such contract or arrangement, provided that no such notice shall be effective unless either it is given at a meeting of the Board or the Director takes reasonable steps to secure that it is brought up and read at the next Board meeting after it is given.

To the extent required by Applicable Listing Rules, a Director may not vote for himself or on behalf of other Director in respect to any matter, including but not limited to any contract or proposed contract or arrangement or contemplated transaction of the Company, in which such Director bears a personal interest (whether directly or indirectly) which may conflict with and impair the interest of the Company. Any votes cast by or on behalf of such Director in contravention of the foregoing shall not be counted by the Company, but such Director shall be counted in the quorum for purposes of convening such meeting.

Notwithstanding the first paragraph of this Article, if any Director has personal interest (whether directly or indirectly) in matters on agenda for the Board meeting, such Director shall disclose and explain the material information or contents on such personal interest at the same Board

Before Revision

Illustration

personal interest in the matter proposed at sentences the meeting of the Board, including but not limited to a contract or proposed contract or arrangement with the Company shall disclose the nature of his or her personal interest at the meeting of the Board, if he or she knows his or her personal interest then exists, or in any other case at the first meeting of the Board after he or she knows that he or she is or has become so interested. For the purposes of this Article, a general notice to the Board by a Director to the effect that:

  • (a) he is a member or officer of a specified company or firm and is to be regarded as interested in any contract or arrangement which may after the date of the notice be made with that company or firm; or

  • (b) he is to be regarded as interested in any contract or arrangement which may after the date of the notice be made with a specified person who is connected with him;

shall be deemed to be a sufficient disclosure of personal interest under this Article in relation to any such contract or arrangement, provided that no such notice shall be effective unless either it is given at a meeting of the Board or the Director takes reasonable steps to secure that it is brought up and read at the next Board meeting after it is given.

To the extent required by Applicable Listing Rules, a Director may not vote for himself or on behalf of other Director in respect to any matter, including but not limited to any contract or proposed contract or arrangement or contemplated transaction of the Company, in which such Director bears a personal interest (whether directly or indirectly) which may conflict with and impair the interest of the Company. Any votes cast by or on behalf of such Director in contravention of the foregoing shall not be counted by the Company, but such Director shall be counted in the quorum for purposes of convening such meeting.

Notwithstanding the first paragraph of this Article, if any Director has personal interest (whether directly or indirectly) in matters on agenda for the Board meeting, such Director shall disclose and explain the material information or contents on such personal interest at the same Board

32

After Revision Before Revision Before Revision Illustration
meeting.
In the case that a Director's spouse, a
blood relative within second degree of
kinship or a company which has parent-
subsidiary relationship with the Director
has personal interest in a matter on
agenda for the Board meeting, such
Director shall be deemed to have
personal interest in that matter.
meeting.
117.The
following
actions
require
the
approval of a majority of the votes of the
Directors present at a Board meeting
attended by at least two-thirds (2/3) of all
Directors:
(a)
entering
into, amendment to,
or
termination of any contract for lease of
its business in whole, or for entrusted
business, or for regular joint operation
with others;
(b) the sale or transfer of the whole or any
material part of its business or assets;
(c) taking over the transfer of another's
whole business or assets, which will have
a material effect on the business
operation of the Company;
(d) the election of Chairman of the Board
pursuant to these Articles;
(e) the distribution of part or all of the
dividends or bonus of the Company by
way of cash pursuant to Article 125A;
(f)
the
allocation
of
Employees'
Remunerations
and
Directors’
Remunerations
pursuant
to
Article
Error! Reference source not found.;
and
(g) issuance of corporate bonds.
117.The following actions require the approval
of a majority of the votes of the Directors
present at a Board meeting attended by at
least two-thirds (2/3) of all Directors:
(a)
entering
into,
amendment
to,
or
termination of any contract for lease of its
business in whole, or for entrusted
business, or for regular joint operation
with others;
(b) the sale or transfer of the whole or any
material part of its business or assets;
(c) taking over the transfer of another's whole
business or assets, which will have a
material effect on the business operation
of the Company;
(d) the election of Chairman of the Board
pursuant to these Articles;
(e)
the
allocation
of
Employees'
Remunerations
and
Directors’
Remunerations pursuant to ArticleError!
Reference source not found.; and
(f) issuance of corporate bonds.
Insertion of
item (e)
121.The Audit Committee shall at all
reasonable times have access toand may
make copies ofall books, all accounts
and vouchersand documents kept by the
Companyrelating thereto; and the Audit
Committee may call on the Directors or
officers of the Company for any
information in their possession relating
to the books or affairs of the Company.
121.The
Audit
Committee
shall
at
all
reasonable times have access to all books
~~kept by the Company and to~~all accounts
and vouchers relating thereto; and the Audit
Committee may call on the Directors or
officers of the Company for any information
in their possession relating to the books or
affairs of the Company.
Text
Revision
123. Subject to the Cayman Islands law, any
Shareholder(s) holding three percent
(1%) or more of the total number of the
issued Shares of the Companyforsix (6)
123. Subject to the Cayman Islands law, any
Shareholder(s) holding three percent~~(3%~~)
or more of the total number of the issued
Shares of the Companyfor~~one~~(~~1)~~
Additional
Clause

33

After Revision After Revision Before Revision Illustration
consecutivemonthsor longer may
request in writing any Independent
Director of the Audit Committee to file a
litigation
against
any
Director
or
Directors on behalf of the Company with
a
competent
court
having
proper
jurisdiction, including Taipei District
Court of the Republic of China.
If the Independent Director of the Audit
Committee who has been requested by
such Shareholder(s) in accordance with
the previous paragraph fails or refuses to
file such litigation within thirty (30) days
after receiving the request by such
Shareholder(s),
subject
to
Cayman
Islands law, such Shareholder(s) may file
such litigation on behalf of the Company
with a competent court having proper
jurisdiction, including Taipei District
Court of the Republic of China.
consecutive~~year~~or longer may request in
writing any Independent Director of the
Audit Committee to file a litigation against
any Director or Directors on behalf of the
Company with a competent court having
proper jurisdiction, including Taipei District
Court of the Republic of China.
If the Independent Director of the Audit
Committee who has been requested by such
Shareholder(s) in accordance with the
previous paragraph fails or refuses to file
such litigation within thirty (30) days after
receiving
the
request
by
such
Shareholder(s), subject to Cayman Islands
law, such Shareholder(s) may file such
litigation on behalf of the Company with a
competent court having proper jurisdiction,
including Taipei District Court of the
Republic of China.
123A.Other than that the Board of Directors is
unwilling or unable to convene a general
meeting, an Independent Director of the
Audit Committee may convene a general
meeting for the interest of the Company
when necessary.
Non Additional
Clause
125A. Notwithstanding the preceding Article
(125), the Directors may distribute part or
all of the dividends or bonus by way of
cash with the approval of a majority of
the votes of the Directors present at a
Board meeting attended by at least two-
thirds (2/3) of all Directors, and report the
aforementioned
distribution
to
the
Shareholders at the next general meeting.
Non Additional
Clause
Non Additional
Clause
130B. A proposal of the distribution of earnings
or off-set of losses for the previous half
of the financial year, together with the
business report and financial statements,
shall be first reviewed by the Audit
Committee and then be submitted to the
Board of Directors for approval.
Non Additional
Clause
130C. Before the Company distributes earnings
in accordance with Article 130B, it shall
make provision of the applicable amount
of income tax pursuant to applicable tax
laws and regulations, offset cumulative
losses (if any) and set aside Legal
Non Additional
Clause

34

After Revision Before Revision Illustration
Reserve pursuant to the Applicable
Listing Rules unless the accumulated
amount of such Legal Reserve equals to
the total paid-up capital of the Company.
130D. The Company may distribute earnings by
way of issuance of new Shares in
accordance with Article 130B approved
by either a Supermajority Resolution
Type A or a Supermajority Resolution
Type B. The Company may distribute
earnings in the form of cash dividends in
accordance with Article 130B by the
approval of the Board of Directors
pursuant to Article 125A.
Non Additional
Clause
130E. The distribution of earnings or off-set of
losses by the Company in accordance
with the preceding four Articles shall be
based on the financial statements audited
or
reviewed
by
certified
public
accountant(s).
Non Additional
Clause
148. The Board shall keep at the office of its
Shareholders’ Service Agent in Taiwan
copies of the Memorandum of Association
and Articles of Association, the minutes of
every general meeting, the financial
statements, the Register of Members and
the counterfoil of corporate bonds issued
by the Company. Any Shareholder may
request,
by
submitting
evidentiary
document(s) to show his/her interests
involved and indicating the scope of
interested matters, an access to inspect and
to
make
copies
of
the
foresaid
Memorandum of Association and Articles
of Association, the minutes of every
general meeting, the financial statements,
the
Register
of
Members
and
the
counterfoil of the corporate bonds issued
by the Company.The Company shall
cause its Shareholders’Service Agent to
provide the aforesaid documents.
148. The Board shall keep at the office of its
Shareholders’ Service Agent in Taiwan
copies of the Memorandum of Association
and Articles of Association, the minutes of
every general meeting, the financial
statements, the Register of Members and
the counterfoil of corporate bonds issued
by the Company. Any Shareholder may
request,
by
submitting
evidentiary
document(s) to show his/her interests
involved and indicating the scope of
interested matters, an access to inspect and
to
make
copies
of
the
foresaid
Memorandum of Association and Articles
of Association, the minutes of every
general meeting, the financial statements,
the
Register
of
Members
and the
counterfoil of the corporate bonds issued
by the Company.
Text
Revision
CORPORATE SOCIAL RESPONSIBILITY
159. For the purpose of performing corporate
social responsibility, the Company shall
follow the applicable laws, regulations and
business ethics in operating its businesses
and may conduct practices to facilitate
public interests
Non Additional
Clause
159.

35

Attachment V

All Cosmos Bio-Tech Holding Corporation

The Comparison Table of Amended Procedures Governing the Acquisition of Disposal of Assets

After Revision Before Revision Illustration
Article 1 Purpose
To establish these procedures for the purpose of
strengthening the company’s assets management,
protecting the investment and implement the
information disclosure. These Procedures are
adopted pursuant to the Regulations Governing
the Acquisition and Disposal of Assets by Public
Companies. Related to laws or regulations shall
be referred to if these procedures have any
unclear matters.
Provisions are made. However, if there are other
provisions in relevant financial decrees, the
provisions shall be followed.
Banks, insurance companies, ticket and bond
financial companies, securities dealers, futures
dealers and leveraged dealers who engage in
derivative commodity trading or derivative
commodity trading shall be exempted from the
provisions of Article 12 of this procedure in
accordance with the provisions of other laws and
regulations applicable to their businesses.
Article 1 Purpose
To establish these procedures for the purpose
of
strengthening
the
company’s
assets
management, protecting the investment and
implement the information disclosure. These
Procedures are adopted pursuant to the
Regulations Governing the Acquisition and
Disposal of Assets by Public Companies.
Related to laws or regulations shall be
referred to if these procedures have any
unclear matters.
In
accordance
to the
amendment
to the Act
Article 2 Scope of the Assets
1.
Investments in shares, government bonds,
corporate bonds, financial bonds, securities
representing interest in a fund, depositary
receipts, call (put) warrants, beneficial
interest
securities,
and
asset-backed
securities.
2.
Real property and other fixed assets.
(including land, houses and buildings,
investment property, rights to use land, and
construction
enterprise
inventory)
and
equipment
3.
Memberships.
4.
Including patents, copyrights, trademarks,
franchise rights, and other intangible assets.
5.
Right of Use Asset
6.
Claims of financial institutions (including
receivables,billspurchased and discounted,
Article 2 Assets Range
1. Investments in shares, government bonds,
corporate
bonds,
financial
bonds,
securities representing interest in a fund,
depositary receipts, call (put) warrants,
beneficial interest securities, and asset-
backed securities.
2. Real property and other fixed assets.
(including land, houses and buildings,
investment property, rights to use land,
and construction enterprise inventory) and
equipment
3. Memberships.
4. Including patents, copyrights, trademarks,
franchise rights, and other intangible
assets.
5. Claims of financial institutions (including
receivables,
bills
purchased
and
discounted,
loans,
and
overdue
receivables)
In
accordance
to the
amendment
to the Act

36

After Revision Before Revision Illustration
loans, and overdue receivables)
7.
Derivatives.
8.
Assets acquired or disposed of in connection
with mergers, demergers, acquisitions, or
transfer of shares in accordance with acts of
law.
9.
Other major assets.
6.
Derivatives.
7.
Assets acquired or disposed of in
connection with mergers, demergers,
acquisitions, or transfer of shares in
accordance with acts of law.
8.
Other major assets.
Article 3 Noun definitions
1.
“Derivatives”: Refers to the value of a
particular interest rate, the price of Financial
Instruments, the price of commodities.
Forward contracts, options contracts, futures
contracts, leverage contracts, and swap
contracts,
and
compound
contracts
combining the above products, whose value
is derived from assets, interest rates, foreign
exchange rates, indexes, price or rate, credit
rating or any relevant credit index or similar
variables
or
other
interests.
The
Combination of the above contracts, or the
combination contracts or structured goods
embedded in the derivatives. The term
“forward
contracts”
does
not
include
insurance contracts, performance contracts,
after-sales
service
contracts,
long-term
leasing contracts, or long-term purchase
(sales)(Commodities) agreements.
2.
"Assets
acquired
or
disposed
through
mergers, demergers, acquisitions, or transfer
of shares in accordance with acts of law":
Refers to assets acquired or disposed through
mergers,
demergers,
or
acquisitions
conducted under the Business Mergers and
Acquisitions Act and other acts, or to transfer
of shares [from another company] through
issuance of new shares of its own as the
consideration therefore (hereinafter “transfer
of shares”) under Article 156-3 of the
Company Act.
3.
“Related party”: As defined in Statement of
Financial Accounting Standards No. 6
published by the ROC Accounting Research
and Development Foundation (hereinafter
"ARDF").
4.
“Subsidiary”: As defined in Statements of
Financial Accounting Standards Nos. 5 and 7
published by the ARDF.
5.
“Professional appraiser”: Refers to a real
estate appraiser or other person duly
authorized by an act of law to engage in the
value appraisal of real estate or other fixed
assets.
6.
“Date of occurrence”: Refers to the date of
contract signing, date of payment, date of
consignment trade,date of transfer,dates of
Article 3 Noun definitions
1. “Derivatives”: Forward contracts, options
contracts,
futures
contracts, leverage
contracts,
and
swap
contracts,
and
compound contracts combining the above
products, whose value is derived from
assets, interest rates, foreign exchange
rates, indexes or other interests. The term
“forward contracts” does not include
insurance
contracts,
performance
contracts, after-sales service contracts,
long-term leasing contracts, or long-term
purchase (sales) agreements.
2.
"Assets acquired or disposed through
mergers, demergers, acquisitions, or
transfer of shares in accordance with acts
of law": Refers to assets acquired or
disposed through mergers, demergers, or
acquisitions conducted under the
Business Mergers and Acquisitions Act
and other acts, or to transfer of shares
[from another company] through
issuance of new shares of its own as the
consideration therefore (hereinafter
“transfer of shares”) under Article 156-6
of the Company Act.
3.
“Related party”: As defined in Statement
of Financial Accounting Standards No. 6
published by the ROC Accounting
Research and Development Foundation
(hereinafter "ARDF").
4.
“Subsidiary”: As defined in Statements
of Financial Accounting Standards Nos.
5 and 7 published by the ARDF.
5.
“Professional appraiser”: Refers to a real
estate appraiser or other person duly
authorized by an act of law to engage in
the value appraisal of real estate or other
fixed assets.
6.
“Date of occurrence”: Refers to the date
of contract signing, date of payment, date
of consignment trade, date of transfer,
dates of boards of directors resolutions,
or other date that can confirm the
counterpart and monetary amount of the
transaction, whichever date is earlier;
provided, for investment for which
approval of the Competent Authorityis

37

After Revision Before Revision Illustration boards of directors resolutions, or other date required, the earlier of the above date or that can confirm the counterpart and the date of receipt of approval by the monetary amount of the transaction, Competent Authority shall apply. whichever date is earlier; provided, for 7. “Within one year”: refers to the year investment for which approval of the preceding the base date of occurrence of Competent Authority is required, the earlier the current transaction. of the above date or the date of receipt of 8. “Most recent period financial statements”: approval by the Competent Authority shall financial statements of the issuing apply. company for the most recent period 7. “Within one year”: refers to the year certified or reviewed by a certified public preceding the base date of occurrence of the accountant before acquisition or disposal current transaction. of assets. 8. “Most recent period financial statements”: financial statements of the issuing company for the most recent period certified or reviewed by a certified public accountant before acquisition or disposal of assets. 9. Investments as professionals refer to financial holding companies, banks, insurance companies, ticket and securities financing companies, trust companies, securities dealers, futures dealers, securities investment trusts, securities investment consultants and fund management companies established by law and managed by local financial authorities. 10. Stock exchanges: domestic stock exchanges refer to Taiwan Stock Exchange Co., Ltd. and foreign stock exchanges refer to any organized stock exchange market managed by the securities authorities of the country. 11. Business premises of securities firms: Domestic business premises of securities firms refer to those places where securities firms set up special counters to conduct transactions in accordance with the regulations governing the sale and purchase of securities at their business premises; foreign business premises of securities firms refer to those financial institutions which are managed by foreign securities authorities and are permitted to operate securities business.

Article 5

Professional appraisers and their officers, certified public accounts, attorneys, and securities underwriters that provide public companies with appraisal reports, certified public accountant opinions, attorney’s opinions, or underwriter's opinions shall not be a related party of any party to the transaction.

In

Article 5

accordance Professional appraisers and their officers, to the certified public accounts, attorneys, and amendment securities underwriters that provide public to the Act companies with appraisal reports, certified public accountant opinions, attorney’s opinions, or underwriter's opinions shall not be a related party of any party to the transaction.

Lawyers or securities underwriters shall comply with the following provisions:

  1. No one shall violate this Law, the Company Law, the Banking Law, the Insurance Law, the Financial Holding Company Law or the

38

After Revision Before Revision Illustration
Commercial Accounting Law, or who
commits
fraud,
breach
of
trust,
embezzlement, forgery of documents or
criminal acts in business, has been declared
to be sentenced to fixed-term imprisonment
of more than one year. However, if the
execution has been completed, the probation
period has expired or the pardon has expired
for three years, this limit shall not apply.
2. The case where the parties to the transaction are
not related persons or substantive persons.
3. If a company should obtain the valuation reports
of more than two professional evaluators, the
different
professional
evaluators
or
evaluators shall not be related to each other
or have substantial relationship with each
other.
When issuing a valuation report or opinion, the
personnel referred to in the preceding
paragraph shall deal with the following
matters:
3.1. Before accepting a case, one should carefully
assess
one's
professional
competence,
practical experience and independence.
3.2. When examining and verifying a case,
appropriate operational procedures shall be
properly planned and executed to form
conclusions and to issue reports or opinions
thereon; and the procedures, data collection
and conclusions to be carried out shall be
detailed in the working draft of the case.
3.3
The
completeness,
correctness
and
reasonableness
of
the
data
sources,
parameters and information used shall be
evaluated one by one as the basis for the
issuance of evaluation reports or opinions.
3.4 Declarations shall include the professionalism
and independence of the relevant personnel,
the rationality, correctness and compliance of
the information used in the assessment.

39

After Revision

Article 6 Decision and Authorization Level

Pursuant to the management procedures or other laws and regulations, the acquisition or disposal of assets by the company shall be submitted to the Audit Committee for its approval, and shall be passed through Board Meeting and be submitted them for approval by a General Meeting. The same shall apply to any amendment to the procedures. Where any director expresses dissent and it is contained in the minutes or a written statement, the company shall submit the dissenting opinion to Audit Committee. Where the position of Independent Director has been established in accordance with the provisions of the Act, when the acquisition or disposal of assets are submitted for discussion by the Board Meeting, the board of directors shall take into full consideration each independent director's opinions. If an Independent Director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the Board Meeting.

Where an audit committee has been established in accordance with the provisions of the Act, the acquisition or disposal of major assets and derivatives shall be approved by more than half of all Audit Committee members and submitted to the board resolution.

If approval of more than half of all Audit Committee members as required in the preceding paragraph is not obtained, the procedures may be implemented if approved by more than two-thirds of all directors, provided that the resolution of the Audit Committee is recorded in the minutes of the Board Meeting.

The terms “all Audit Committee members” in paragraph 3 and “all Directors” in the preceding paragraph shall be calculated as the actual number of persons currently holding those positions.

Before Revision Illustration Text Article 6 Decision and Authorization Level Revision Pursuant to the management procedures or other laws and regulations, the acquisition or disposal of assets by the company shall be submitted to the Audit Committee for its approval, and shall be passed through Board Meeting and be submitted them for approval by a General Meeting. The same shall apply to any amendment to the procedures. Where any director expresses dissent and it is contained in the minutes or a written statement, the company shall submit the dissenting opinion to Audit Committee.

Article 6 Decision and Authorization Level

Where the position of Independent Director has been established in accordance with the provisions of the Act, when the acquisition or disposal of assets are submitted for discussion by the Board Meeting, the board of directors shall take into full consideration each independent director's opinions. If an Independent Director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the Board Meeting.

Where an audit committee has been established in accordance with the provisions of the Act, the acquisition or disposal of major assets and derivatives shall be approved by more than half of all Audit Committee members and submitted to the board resolution.

If approval of more than half of all Audit Committee members as required in the preceding paragraph is not obtained, the procedures may be implemented if approved by more than two-thirds of all directors, provided that the resolution of the Audit Committee is recorded in the minutes of the Board Meeting.

The terms “all Audit Committee members” in paragraph 3 and “all Directors” in the preceding paragraph shall be calculated as the actual number of persons currently holding those positions.

Article 7 Procedures for the Acquisition of Disposal of Real Estste or Other Assets

Management

(1) ~ (3) pass (4) Appraisal Report of Real Property or Other Fixed Assets In acquiring or disposing real property or other fixed assets or equipment or usufruct assets or

Article 7 Procedures for the Acquisition of

Disposal of Real Estste or Other Assets

Management

(1) ~ (3) pass (4) Appraisal Report of Real Property or Other Fixed Assets

In acquiring or disposing real property or other fixed assets where the transaction amount

In accordance to the amendment to the Act

40

After Revision Before Revision Illustration where the transaction amount reaches 20% of the reaches 20% of the company's paid-in capital company's paid-in capital or NT$300 million or NT$300 million (equal to MR$34,830,000, (equal to MR$34,830,000, as the current exchange as the current exchange rate) or more, the rate) or more, the company, unless transacting with company, unless transacting with a a government agency, engaging others to build on government agency, engaging others to build its own land, engaging others to build on rented on its own land, engaging others to build on land, or acquiring or disposing of business rented land, or acquiring or disposing of machinery and equipment or right of use assets business machinery and equipment, shall within the country, shall obtain an appraisal report obtain an appraisal report in advance from a in advance from a professional appraiser before professional appraiser before the date of the the date of the occurrence and shall further comply occurrence and shall further comply with the with the following provisions: following provisions: 4.1Where due to special circumstances it is 4.1 Where due to special circumstances it is necessary to give a limited price, specified necessary to give a limited price, specified price, or special price as a reference basis for price, or special price as a reference basis the transaction price, the transaction shall be for the transaction price, the transaction submitted for approval in advance by the shall be submitted for approval in advance board of directors, and the same procedure by the board of directors, and the same shall be followed for any future changes to procedure shall be followed for any future the terms and trading conditions of the changes to the terms and trading transaction. conditions of the transaction. 4.2 Where the transaction amount is NT$1 billion 4.2 Where the transaction amount is NT$1 (equal to MR$100,000,000, as the current billion (equal to MR$100,000,000, as the exchange rate) or more, appraisals from two current exchange rate) or more, appraisals or more professional appraisers shall be from two or more professional appraisers obtained. shall be obtained. 4.3 Where any one of the following 4.3 Where any one of the following circumstances applies with respect to the circumstances applies with respect to the professional appraiser's appraisal results, professional appraiser's appraisal results, except in the case when the appraisal results except in the case when the appraisal of acquiring an asset are higher than the results of acquiring an asset are higher transaction amount, or when the appraisal than the transaction amount, or when the results of disposing an asset are lower than appraisal results of disposing an asset are the transaction amount, a certified public lower than the transaction amount, a accountant shall be engaged to perform the certified public accountant shall be appraisal in accordance with the provisions engaged to perform the appraisal in of Statement of Auditing Standards No. 20 accordance with the provisions of published by the ARDF and render a specific Statement of Auditing Standards No. 20 opinion regarding the reason for the published by the ARDF and render a discrepancy and the appropriateness of the specific opinion regarding the reason for transaction price: the discrepancy and the appropriateness of 4.3.1 The discrepancy between the appraisal the transaction price: result and the transaction amount is 4.3.1 The discrepancy between the 20% or more of the transaction appraisal result and the transaction amount amount. is 20% or more of the transaction amount. 4.3.2 The discrepancy between the appraisal 4.3.2 The discrepancy between the result and the transaction amount is appraisal result and the transaction amount 20% or more of the transaction is 20% or more of the transaction amount.

  • 4.3.2 The discrepancy between the appraisal result and the transaction amount is 20% or more of the transaction amount.

41

After Revision Before Revision Illustration 4.4 Real estate or equipment valuation report 4.4 Real estate or equipment valuation report The company obtains or disposes of immovable The company obtains or disposes of property or equipment, in addition to obtaining or immovable property or equipment, in addition disposing of assets through a court auction to obtaining or disposing of assets through a procedure, replacing the appraisal report or court auction procedure, replacing the Certified Public Accountant’s opinions with the appraisal report or Certified Public certification documents issued by the court, except Accountant’s opinions with the certification for transactions with government body, documents issued by the court, except for construction of local committees, and renting of transactions with government body, prefectural committees. In addition to the construction of local committees, and renting construction or acquisition or disposal of of prefectural committees. In addition to the equipment for business use, if the transaction construction or acquisition or disposal of amount reaches 20 percent of the company's paidequipment for business use, if the transaction in capital or NT$300 million or more, a valuation amount reaches 20 percent of the company's report issued by a professional valuer shall be paid-in capital or NT$300 million or more, a obtained before the factual occurrence date and valuation report issued by a professional meet the following requirements: valuer shall be obtained before the factual Where the company acquires or disposes of occurrence date and meet the following assets through court auction procedures, the requirements: evidentiary documentation issued by the court Where the company acquires or disposes of may be substituted for the appraisal report or assets through court auction procedures, the CPA opinion. evidentiary documentation issued by the court may be substituted for the appraisal report or CPA opinion. Article 9 Procedures for Related Party Article 9 Procedures for Related Party In Transactions Transactions accordance (1) pass (1) pass to the (2) Evaluatio (2) Evaluation and Operating Procedures: amendment n and Operating Procedures: The company obtains or disposes of to the Act The company obtains or disposes of immovable immovable property to related parties or property to related parties or acquires or disposes acquires or disposes other assets other than other assets other than immovable assets or its immovable assets with related parties, and the usufruct assets with related parties, and the transaction amount reaches 20 percent of the transaction amount reaches 20 percent of the company's paid-up capital, 10 percent of total company's paid-up capital, 10 percent of total assets, or NT$300 million. In addition to the assets, or NT$300 million within the Country. In above, in addition to buying and selling addition to the above, in addition to buying and government bonds, bonds with repurchased selling government bonds, bonds with repurchased bonds, conditions for repurchase, and bonds, conditions for repurchase, and purchases or purchases or repurchase of money market repurchase of money market funds issued by funds issued by domestic securities investment domestic securities investment trusts, the trusts, the following materials should be following materials should be submitted to the submitted to the board of directors for board of directors for approval and the supervisors approval and the supervisors must must acknowledge them before signing. acknowledge them before signing.

The transaction contract and the payment amount, and the calculation of the transaction amount shall be handled in accordance with the provisions of paragraph (8) of Article 14 (1), and shall be traced back on the basis of the date of occurrence of the transaction in one year. One year's calculations have been submitted to the board of directors and the supervisor recognizes that the part of the processing procedure is no longer counted towards:

The transaction contract and the payment amount, and the calculation of the transaction amount shall be handled in accordance with the provisions of paragraph (8) of Article 14 (1), and shall be traced back on the basis of the date of occurrence of the transaction in one year. One year's calculations have been submitted to the board of directors and the supervisor recognizes that the part of the

42

  • After Revision Before Revision Illustration processing procedure is no longer counted towards:

  • 2.1The purpose, necessity and anticipated benefits 2.1The purpose, necessity and anticipated

  • of the asset acquisition or disposal. benefits of the asset acquisition or

  • 2.2 The reason for choosing the Related Party as disposal.

  • the trading counterparty. 2.2 The reason for choosing the Related Party

  • 2.3 In acquiring or disposing real property or its as the trading counterparty.

  • usufruct assets from a Related Party shall 2.3 In acquiring or disposing real property

  • comply with the relevant information from a Related Party shall comply with

  • regarding appraisal of the reasonableness of the relevant information regarding

  • the preliminary transaction terms in appraisal of the reasonableness of the

  • accordance with the provisions of preliminary transaction terms in

  • subparagraphs 1 to 4 and 6 of paragraph 3 of accordance with the provisions of

  • this Article. subparagraphs 1 to 4 and 6 of paragraph 3

  • 2.4 The date and price at which the Related Party of this Article. originally acquired the real property, the 2.4 The date and price at which the Related

  • original counterparty and the trading Party originally acquired the real

  • counterparty’s relationship with the company property, the original counterparty and

  • and the Related Party. the trading counterparty’s relationship

  • 2.5 Monthly cash flow forecasts for the year with the company and the Related Party.

  • commencing from the month of anticipated 2.5 Monthly cash flow forecasts for the year

  • signing of the contract and evaluation of the commencing from the month of

  • necessity of the transaction and anticipated signing of the contract and

  • reasonableness of the use of proceeds. evaluation of the necessity of the

  • 2.6 Obtain an appraisal report in advance from a transaction and reasonableness of the use professional appraiser or engage a certified of proceeds.

  • public accountant to render an opinion 2.6 Obtain an appraisal report in advance from

  • pursuant to the preceding paragraph. a professional appraiser or engage a

  • 2.7 Restrictive and other important stipulations certified public accountant to render an

  • associated with the transaction. opinion pursuant to the preceding paragraph.

  • The method for calculating the preceding 2.7 Restrictive and other important transaction amount shall comply with the stipulations associated with the Article 7. transaction.

In acquiring or disposing of business machinery and equipment between the company and its subsidiaries or between each of its subsidiaries, or their subsidiaries directly or indirectly holding 100% of the total issued shares or capital, engage in the following transactions with each other, the Board of Directors may first authorize the Managing Director to execute within a certain amount in accordance with the provisions of Subparagraph 3, Paragraph 1 of Article 7 of the “Regulations Governing the Acquisition or Disposition of Assets by Public Companies”, and shall report at the most recent meeting of the Board of Directors for ratification:

  1. To acquire or dispose of equipment for business use or assets of its right to use.

  2. To acquire or dispose of the assets of the

The method for calculating the preceding transaction amount shall comply with the Article 7.

In acquiring or disposing of business machinery and equipment between the company and its subsidiaries or between each of its subsidiaries, the Board of Directors may first authorize the Managing Director to execute within a certain amount in accordance with the provisions of Subparagraph 3, Paragraph 1 of Article 7 of the “Regulations Governing the Acquisition or Disposition of Assets by Public Companies”, and shall report at the most recent meeting of the Board of Directors for ratification.

Where the position of Independent Director has been established in

43

After Revision Before Revision Illustration right to the use of immovable property for accordance with the provisions of the business use. Act, when the procedures are submitted Where the position of Independent Director for discussion by the Board of Directors, has been established in accordance with the the Board of Directors shall take into full consideration each Independent provisions of the Act, when the procedures Director’s opinions. If an Independent are submitted for discussion by the Board of Director objects to or expresses Directors, the Board of Directors shall take reservations about any matter, it shall be into full consideration each Independent recorded in the minutes of the Board Director’s opinions. If an Independent Meeting. Director objects to or expresses reservations about any matter, it shall be recorded in the Where an Audit Committee has been minutes of the Board Meeting. established in accordance with the

Where an Audit Committee has been established in accordance with the provisions of the Act, and the provisions of the information shall be recognized by the Supervisors, when the procedures are adopted or amended they shall be approved by more than half of all Audit Committee members and submitted to the board resolution.

Where an Audit Committee has been established in accordance with the provisions of the Act, and the provisions of the information shall be recognized by the Supervisors, when the procedures are adopted or amended they shall be approved by more than half of all Audit Committee members and submitted to the board resolution.

If approval of more than half of all Audit Committee members as required in the preceding paragraph is not obtained, the procedures may be implemented if approved by more than two-thirds of all Directors, provided that the resolution of the Audit Committee is recorded in the minutes of the Board Meeting.

If approval of more than half of all Audit Committee members as required in the preceding paragraph is not obtained, the procedures may be implemented if approved by more than two-thirds of all Directors, provided that the resolution of the Audit Committee is recorded in the minutes of the Board Meeting.

The terms “all Audit Committee members” and “all Directors” in the preceding shall be calculated as the actual number of persons currently holding those positions.

The terms “all Audit Committee members” and “all Directors” in the preceding shall be calculated as the actual number of persons currently holding those positions.

  • (3) Assess the Reasonableness of Transaction Costs

  • (3) Assess the Reasonableness of Transaction Costs

3.1 The company acquires real property from a related party shall evaluate the reasonableness of the transaction costs by the following means:

3.1. The company acquires real property or its usufruct assets from a related party shall evaluate the reasonableness of the transaction costs by the following means:

  1. Based upon the related party’s transaction price plus necessary interest on funding and the costs to be duly borne by the buyer in accordance with the law. “Necessary interest on funding” is imputed as the weighted average interest rate on borrowing in the year the company purchases the property; provided, it

  2. Based upon the related party’s transaction price plus necessary interest on funding and the costs to be duly borne by the buyer in accordance with the law. “Necessary interest on funding” is imputed as the weighted average interest rate on borrowing in the year the company purchases the property; provided, it may not be higher than the maximum nonfinancial industry lending rate announced by the

44

After Revision Before Revision Illustration Ministry of Finance. may not be higher than the 2. Total loan value appraisal from a maximum non-financial industry financial institution where the related party has previously created a mortgage on the property as lending rate announced by the security for a loan; provided, the actual Ministry of Finance. cumulative amount loaned by the financial institution shall have been 70% or more of the 2. Total loan value appraisal from a financial institution's appraised loan value of the financial institution where the related property and the period of the loan shall have been one year or more. However, this shall not party has previously created a apply where the financial institution is a related mortgage on the property as security party of one of the trading counterparties. for a loan; provided, the actual cumulative amount loaned by the 3.2 Where land and structures thereupon are financial institution shall have been combined as a single property purchased or lease 70% or more of the financial in one transaction, the transaction costs for the institution's appraised loan value of land and the structures may be separately the property and the period of the appraised in accordance with either of the means loan shall have been one year or listed in the preceding paragraph. more. However, this shall not apply where the financial institution is a 3.3 The company acquires real property or its usufruct assets from a related party and appraises related party of one of the trading the cost of the real property in accordance with counterparties. the provisions of subparagraphs 1 and 2 of paragraph 3 of this Article shall also engage a 3.2 Where land and structures thereupon are CPA to check the appraisal and render a specific combined as a single property purchased opinion. in one transaction, the transaction costs for the land and the structures may be (4) ~ (5) pass separately appraised in accordance with either of the means listed in the preceding paragraph.

(4) ~ (5) pass

(6) The company shall also comply with the provisions of paragraph 2 of this Article when acquiring real property or its usufruct assets from a Related Party, and one of the following circumstances exists, the acquisition shall be conducted in accordance with the provisions of subparagraphs 1 to 3 of paragraph 3 of this Article do not apply:

3.3 The company acquires real property from a related party and appraises the cost of the real property in accordance with the provisions of subparagraphs 1 and 2 of paragraph 3 of this Article shall also engage a CPA to check the appraisal and render a specific opinion.

1.The related party acquired the real property or its usufruct assets through inheritance or as a gift.

(4) ~ (5) pass

2.More than five years will have elapsed from the time the related party signed the contract to obtain the real property or its usufruct assets to the signing date for the current transaction.

(6) The company shall also comply with the provisions of paragraph 2 of this Article when acquiring real property from a Related Party, and one of the following circumstances exists, the acquisition shall be conducted in accordance with the provisions of subparagraphs 1 to 3 of paragraph 3 of this Article do not apply:

3.The real property is acquired through signing of a joint development contract with the related party. 4. The Company and its subsidiaries, or its subsidiaries directly or indirectly holding 100% of

45

After Revision Before Revision Illustration
the issued shares or total capital, acquire real estate
usufruct assets for business use.
(7) pass
1. The related party acquired the real property
through inheritance or as a gift.
2. More than five years will have elapsed from
the time the related party signed the contract
to obtain the real property to the signing date
for the current transaction.
(7) pass
Article 10 Procedures for the Acquisition or
Disposal of Memberships or Intangible Assets
(1) ~ (3) pass
(4) The expert evaluation report on membership
card or intangible assets
1. If the company acquires or disposes of a
membership card with a transaction amount of one
percent of the paid-in capital or NT$3 million or
more, it shall request the expert to issue a valuation
report.
2. If the company acquires or disposes of
intangible assets with a transaction amount of 10%
of the paid-in capital or NT$20 million or more, it
should request an expert to issue a valuation
report.
3. If the company acquires or disposes of a
membership card or its right to use assets or
membership cards or an intangible asset whose
transaction amount of 20% of the company’s paid-
up capital or more than NT$300 million, it shall, in
addition to dealings with government body, the
Certified
Public
Accountant
should
declare
opinion on the reasonableness of price before the
occurrence date and the accountant shall comply
with the stipulation of the Auditing Standards
Bulletin No. 20 issued by the Accounting Research
and Development Foundation.
(“Omitted below”)
Article 10 Procedures for the Acquisition or
Disposal of Memberships or Intangible
Assets
(1) ~ (3) pass
(4)
The
expert
evaluation
report
on
membership card or intangible assets
1. If the company acquires or disposes of a
membership card with a transaction amount of
one percent of the paid-in capital or NT$3
million or more, it shall request the expert to
issue a valuation report.
2. If the company acquires or disposes of
intangible assets with a transaction amount of
10% of the paid-in capital or NT$20 million or
more, it should request an expert to issue a
valuation report.
3. If the company acquires or disposes of a
membership card or an intangible asset whose
transaction amount of 20% of the company’s
paid-up capital or more than NT$300 million,
it shall, in addition to dealings with
government
body,
the
Certified
Public
Accountant should declare opinion on the
reasonableness of price before the occurrence
date and the accountant shall comply with the
stipulation of the Auditing Standards Bulletin
No. 20 issued by the Accounting Research and
Development Foundation.
(“Omitted below”)
In
accordance
to
the
amendment
to the Act

46

After Revision Before Revision Illustration
Article 12 Procedures for the Acquisition of
Disposal of Derivatives
(1) ~ (2) pass
(3) Internal Audit System
1. The Internal Auditor shall periodically make a
determination of the suitability of internal controls
on derivatives and conduct a monthly audit of how
faithfully derivatives’ trading by the trading
department adheres to the procedures for engaging
in derivatives trading, and prepare an audit report.
If any material violation is discovered, Audit
Committee shall be notified in writing.
If an independent director has been set up in
accordance with the provisions of the Securities
and Exchange Law, he shall notify the auditors of
the matters mentioned in the preceding paragraph
in writing.
2. Internal Auditor according to the provisions of
the Competent Authority, should report the
internal audit report and annual implementation
conditions before end of February in the following
year, and also report the improvement conditions
of abnormal matters before end of May in the
following year to Competent Authority for future
reference.
(“Omitted below”)
Article 12 Procedures for the Acquisition of
Disposal of Derivatives
(1) ~ (2) pass
(3) Internal Audit System
1. The Internal Auditor shall periodically make
a determination of the suitability of internal
controls on derivatives and conduct a monthly
audit of how faithfully derivatives’ trading by
the trading department adheres to the
procedures for engaging in derivatives trading,
and prepare an audit report. If any material
violation is discovered, Audit Committee shall
be notified in writing.
2. Internal Auditor according to the provisions
of the Competent Authority, should report the
internal
audit
report
and
annual
implementation conditions before end of
February in the following year, and also report
the improvement conditions of abnormal
matters before end of May in the following
year to Competent Authority for future
reference.
(“Omitted below”)
In
accordance
to
the
amendment
to the Act
Article 14 Information Disclosure Procedures
(1)
Should declare the declared project and
the announcement application standard.
1.1 Obtaining or disposing of immovable property
or its usufruct assets from related parties or
obtaining or disposing of other asset or its usufruct
assets from related parties, and the transaction
amount of 20 percent of the company's paid-up
capital, 10 percent of total assets or NT$300
million and above. However, the purchase and sale
of government bonds, bonds with repurchased
terms and conditions for repurchase, and purchases
or repurchase of money market funds issued by
domestic securities investment trusts shall not
apply.
1.2 Execute merger, split, acquisition or share
transfer.
1.3 Loss of trading of derivative products is
subject to the total or individual contract loss limit
set out in the prescribed processing procedures.
1.4 The types of assets or its usufruct assets
acquired or disposed of are equipment for business
use, and their transactions are not related parties,
and the transaction amount is NT$500 million or
more.
1.5 When the company operates a construction
Article 14 Information Disclosure Procedures
(1)
Should declare the declared project
and the announcement application standard.
1.1 Obtaining or disposing of immovable
property from related parties or obtaining or
disposing of other asset from related parties,
and the transaction amount of 20 percent of
the company's paid-up capital, 10 percent of
total assets or NT$300 million and above.
However, the purchase and sale of government
bonds, bonds with repurchased terms and
conditions for repurchase, and purchases or
repurchase of money market funds issued by
domestic securities investment trusts shall not
apply.
1.2 Execute merger, split, acquisition or share
transfer.
1.3 Loss of trading of derivative products is
subject to the total or individual contract loss
limit set out in the prescribed processing
procedures.
1.4 The types of assets acquired or disposed of
are equipment for business use, and their
transactions are not related parties, and the
transaction amount is NT$500 million or
more.
1.5 When the company operates a construction
business, it acquires or disposes of real estate
for construction and use,and its transaction
In
accordance
to
the
amendment
to the Act

47

After Revision business, it acquires or disposes of real estate or its usufruct assets for construction and use, and its transaction partner is not a related party, and the transaction amount reaches more than NT$500 million. Additionally, the paid-in capital amounted to more than NT$100 million, and the real estate in the self-built and completed case was disposed of, and the trading object was not the person concerned, and the trading amount amounted to NT$1 billion or more.

1.6 The real estate is acquired by way of selfbuilding, lease construction, sub-house building, share building, and joint construction sub-sale and is not a related party transaction. The company expects to invest more than NT$500 million in transactions.

1.7 In addition to asset transactions other than those in the previous six paragraphs, financial institutions disposing of claims or investing in mainland China, the transaction amounts to 20 percent of the company’s paid-in capital or NT$300 million or more. However, the following circumstances are not limited:

  1. Buying and selling public debt within the country.

  2. Buying and selling bonds with conditions for buying back and selling back, buying or buying back money market funds issued by domestic securities investment trusts.

1.8 The calculation method for this transaction amount is as follows, and within one year with the said period, based on the date of occurrence of the transaction, retroactively extrapolated for one year, and the part announced in accordance with the provisions will not be counted.

  1. The amount of each transaction.

  2. Accumulate within one year the amount of the transaction with the same nature to obtain or dispose of the same landmark. 3.Accumulated gains or dispositions (acquisition, disposition accumulate separately) of the amount of real estate or its usufruct assets of the same development plan within one year. 4.The amount of the same marketable securities that is accumulated or disbursed (acquired, accumulated separately) within one year.

(2) pass

(3) Announcement Procedure

3.1 The company should submit the relevant information on the designated website for declaration.

Before Revision Illustration partner is not a related party, and the transaction amount reaches more than NT$500 million. 1.6 The real estate is acquired by way of selfbuilding, lease construction, sub-house building, share building, and joint construction sub-sale. The company expects to invest more than NT$500 million in transactions. 1.7 In addition to asset transactions other than those in the previous paragraphs, financial institutions disposing of claims or investing in mainland China, the transaction amounts to 20 percent of the company’s paid-in capital or NT$300 million or more. However, the following circumstances are not limited:

  1. Buying and selling public debt.

  2. Buying and selling bonds with conditions for buying back and selling back, buying or buying back money market funds issued by domestic securities investment trusts.

1.8 The calculation method for this transaction amount is as follows, and within one year with the said period, based on the date of occurrence of the transaction, retroactively extrapolated for one year, and the part announced in accordance with the provisions will not be counted.

  1. The amount of each transaction. 2. Accumulate within one year the amount of the transaction with the same nature to obtain or dispose of the same landmark.

  2. Accumulated gains or dispositions (acquisition, disposition accumulate separately) of the amount of real estate of the same development plan within one year. 4.The amount of the same marketable securities that is accumulated or disbursed (acquired, accumulated separately) within one year.

(2) pass

(3) Announcement Procedure

3.1 The company should submit the relevant information on the designated website for declaration.

3.2 The company shall, on a monthly basis, enter the information disclosure in the designated website before the tenth day of each month in the form prescribed by the company and its subsidiaries that are not publicly available in the country as of the end of last month.

48

After Revision Before Revision Illustration 3.2 The company shall, on a monthly basis, enter 3.3 If the company is required to announce the information disclosure in the designated that the project should be corrected when there website before the tenth day of each month in the are any errors or omissions in the announcement, the company shall make a reform prescribed by the company and its announcement announcement of all the subsidiaries that are not publicly available in the projects within two days from the date of the country as of the end of last month. acknowledge. 3.4 When the company acquires or disposes of 3.3 If the company is required to announce that the assets, it should keep the relevant contracts, project should be corrected when there are any minutes, memorandum, valuation reports, errors or omissions in the announcement, the accountants, lawyers, or securities company shall make a re-announcement underwriters' opinions in the company, and announcement of all the projects within two days keep it for at least five years unless otherwise from the date of the acknowledge. provided by other laws. 3.4 When the company acquires or disposes of 3.5 After the company has announced the assets, it should keep the relevant contracts, transaction in accordance with the provisions minutes, memorandum, valuation reports, of this article, if one of the following accountants, lawyers, or securities underwriters' circumstances occurs, the relevant information opinions in the company, and keep it for at least five years unless otherwise provided by other laws. shall be reported to the designated website 3.5 After the company has announced the within 2 days from the date of the fact:

3.4 When the company acquires or disposes of assets, it should keep the relevant contracts, minutes, memorandum, valuation reports, accountants, lawyers, or securities underwriters' opinions in the company, and keep it for at least five years unless otherwise provided by other laws.

3.5 After the company has announced the transaction in accordance with the provisions of this article, if one of the following circumstances occurs, the relevant information shall be reported to the designated website within 2 days from the date of the fact:

  1. The relevant contract signed in the original transaction has been changed, terminated or cancelled.

  2. Mergers, splits, acquisitions, or share transfers are not completed on a contractual schedule.

  3. The relevant contract signed in the original transaction has been changed, terminated or cancelled.

  4. The content of the original announcement has been changed.

  5. Mergers, splits, acquisitions, or share transfers are not completed on a contractual schedule.

  6. The content of the original announcement has been changed.

49

Attachment VI

All Cosmos Bio-Tech Holding Corporation

The Comparison Table of Amendments to the Company’s Operating Procedures Governing Lending of Funds

  • After Revision Before Revision Illustration

  • B) Borrowers and the assessment criteria B) Borrowers and the assessment criteria In According to Article 15 of "The Company Act", the According to Article 15 of "The Company accordance company cannot loan to shareholders or any other Act", the company cannot loan to to the parties except under the following circumstances: shareholders or any other parties except under amendment 1. Businesses with which the company has business the following circumstances: to the Act dealings. The term "business dealings" mentioned 1. Businesses with which the company has above refers to purchases or sales of inventory. For business dealings. The term "business loans granted to facilitate business dealings, dealings" mentioned above refers to determine whether the amount is equivalent to the purchases or sales of inventory. For loans underlying business transaction. granted to facilitate business dealings,

    1. The amount of loans to companies with short-term determine whether the amount is liquidity needs must not exceed 40% of the lender’s equivalent to the underlying business net value. Loans to each individual Company transaction. cannot exceed 20%. 2. The amount of loans to companies with (1) The duration of "short-term" mentioned above short-term liquidity needs must not exceed refers to a period of one year or one business 40% of the lender’s net value. Loans to cycle (whichever is longer). each individual Company cannot exceed
  • (2) The "amount of loans" refers to the cumulative 20%. balance of short-term capital lent by the (1) The duration of "short-term" company. mentioned above refers to a period of

  • (3) Loans granted for short-term liquidity needs are one year or one business cycle permitted only under the following (whichever is longer). circumstances; the reasons for lending must also (2) The "amount of loans" refers to the be provided. An external credit assessor may be cumulative balance of short-term commissioned if necessary to check borrower's capital lent by the company. credit: (3) Loans granted for short-term liquidity

  • a. When short-term lending is needed to facilitate needs are permitted only under the business transactions. following circumstances; the reasons

  • b. When other companies are in need of short-term for lending must also be provided. An financing for material purchases or for working external credit assessor may be capital. commissioned if necessary to check

  • c. Other circumstances approved by the company's borrower's credit: Board of Directors. a. When short-term lending is needed to The company's direct and indirect holding of 100% facilitate business transactions. of the voting shares of foreign companies engaged b. When other companies are in need of in capital lending, or the company's direct and short-term financing for material indirect holding of 100% of the voting shares of purchases or for working capital.

The company's direct and indirect holding of 100% of the voting shares of foreign companies engaged in capital lending, or the company's direct and indirect holding of 100% of the voting shares of foreign companies engaged in capital lending to the public issuing company, is not subject to the restrictions of paragraph 2 of the first paragraph.

  • c. Other circumstances approved by the company's Board of Directors.

In E) Loan execution and review procedures E) Loan execution and review procedures accordance 1~2 pass 1~2 pass to the 3. All information stated above is required to be 3. All information stated above is required to amendment to the Act approved by Head of Division and Chief Executive be approved by Head of Division and Chief Officer, and must be approved by the Board of Executive Officer, and must be approved by Directors before proceeding If an independent the Board of Directors before proceeding. director has any objections or reservations, he shall The approval authority cannot be delegated state them in the proceedings of the board of to any other party. If the company has

50

directors. The approval authority cannot be delegated to any other party. If the company has Independent Directors in place, the opinions of the Independent Directors must be fully taken into consideration. Any pros and cons of opinions made by Independent Directors must be shown in the Board of Directors meeting minutes.The company has set up an audit committee to formulate or amend the operating procedures for Management of Loans to others, which shall be agreed by more than one-half of all members of the audit committee and submitted to the board of directors for a resolution, and shall not apply the third provision. If the preceding paragraph has not been agreed by more than one-half of all the members of the Board of Auditors, the consent of more than two-thirds of the directors of the Board of Auditors shall prevail, and the resolution of the Board of Auditors shall be set forth in the proceedings of the Board of Directors. All members and directors of the Audit Committee referred to in the preceding paragraph shall be calculated by the actual incumbent.

Independent Directors in place, the opinions of the Independent Directors must be fully taken into consideration. Any pros and cons of opinions made by Independent Directors must be shown in the Board of Directors meeting minutes. 4~6 pass

4~6 pass

F) The authorized limits

1~3 pass

  1. If the company has Independent Directors in place, the Independent Directors' opinions toward the lending arrangement must be fully taken into consideration. Any pros and cons opinions made by Independent Directors must be shown in the Board of Directors meeting minutes. If an independent director has any objections or reservations, he shall state them during the proceedings of the board of directors meeting. 5. pass

F) The authorized limits 1~3 pass

  1. If the company has Independent Directors in place, the Independent Directors' opinions toward the lending arrangement must be fully taken into consideration. Any pros and cons opinions made by Independent Directors must be shown in the Board of Directors meeting minutes. 5. pass

In accordance to the amendment to the Act

51

Attachment VII

All Cosmos Bio-Tech Holding Corporation

The Comparison Table of Amendments to the Company’s Operating Procedures for Endorsements and Guarantees

  • After Revision Before Revision Illustration

  • H) Announcement and reporting procedures H) Announcement and reporting In (1) The company is required to announce and report procedures accordance before the 10th calendar day each month the (1) The company is required to announce and to the amount of revenues generated by the company report before the 10th calendar day each amendment and its subsidiaries, and the outstanding amount month the amount of revenues generated to the Act of endorsements and guarantees provided by the by the company and its subsidiaries, and company and its subsidiaries, in the previous the outstanding amount of endorsements month. and guarantees provided by the company

  • (2) Apart from the monthly announcement and and its subsidiaries, in the previous month. reporting of endorsement and guarantee balances, (2) Apart from the monthly announcement endorsements or guarantees that satisfy any of the and reporting of endorsement and following criteria must also be announced and guarantee balances, endorsements or reported within two days after the occurrence. guarantees that satisfy any of the following

  • i. When the outstanding amount of endorsements and criteria must also be announced and guarantees provided by the company and its reported within two days after the subsidiaries amount to more than 50% of the occurrence. company's net value, as shown in the latest i. When the outstanding amount of financial statements. endorsements and guarantees provided by

  • ii. When the amount of endorsements and guarantees the company and its subsidiaries amount to provided to a single business by the company and more than 50% of the company's net value, its subsidiaries amount to more than 20% of the as shown in the latest financial statements. company's net value, as shown in the latest ii. When the amount of endorsements and financial statements. guarantees provided to a single business by

  • iii. When the amount of endorsements and the company and its subsidiaries amount to guarantees provided to a single business by the more than 20% of the company's net value, company and its subsidiaries aggregate to more as shown in the latest financial statements. than NTD10 million, and the amount of iii. When the amount of endorsements and endorsements, guarantees, long-term investments, guarantees provided to a single business by and loans to the business amount to more than the company and its subsidiaries aggregate 30% of the company's net value, as shown in the to more than NTD10 million, and the latest financial statements must adopt the Law of amount of endorsements, guarantees, longRight and Interest. term investments, and loans to the business

  • iv. When the additional endorsement or guarantee amount to more than 30% of the undertaken by the company or its subsidiary company's net value, as shown in the latest amounts to more than NTD30 million and financial statements. represents more than 5% of the company's net iv. When the additional endorsement or value, as shown in the latest financial statements. guarantee undertaken by the company or (3) For subsidiaries that are not listed in its subsidiary amounts to more than any domestic public exchanges, all NTD30 million and represents more than matters subject to announcements and 5% of the company's net value, as shown regulatory reporting (4) above shall be in the latest financial statements. made by the company. (3) For subsidiaries that are not listed in any domestic public exchanges, all matters subject to announcements and regulatory reporting (4) above shall be made by the company.

52

Attachment VIII

All Cosmos Bio-Tech Holding Corporation

The Comparison Table of Amendments to the Company’s Rules of Procedures for Shareholders’ Meetings

After Revision

Article 2 Notice to convene shareholders’ meeting

The shareholders meeting of company shall be called by the board meeting, unless Company Act of Cayman Islands and the law or regulation of the ROC provides otherwise.

A notice to convene a regular meeting of shareholders shall be given to each shareholder no later than 30 days prior to the scheduled meeting date. While a public notice shall be given to the registered share shareholders whose shareholding is less than one thousand shares no later than 30 days prior to the scheduled meeting date in accordance with the laws and regulations provided by ROC to enter such information into the Market Observation Post System (the MOPS).

The company shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. In addition, before 15 days before the date of the shareholders meeting, the company shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the Company and its shareholder services agent as well as being distributed on-site at the meeting place.

The cause(s) or subject(s) of a meeting of shareholders to be convened shall be indicated in the individual notice and the public notice to be given to shareholders; and the notice may, as an alternative, be given by means of electronic transmission, after obtaining a prior consent from the recipient(s) thereof.

Election or dismissal of directors, amendments to the articles of incorporation, the dissolution, merger, or demerger of the corporation, Reduction of capital, application for suspension of public offering, approval of directors to compete in a similar business, transfer of surplus to increase capital, transfer of public property to increase capital,or any matter under

Before Revision vision ision Article 2 Notice to convene shareholders’’ meeting

Before Revision vision ision Illustration Notice to convene shareholders’’ In accordance The shareholders meeting of company to the shall be called by the board meeting, amendment unless Company Act of Cayman Islands to the Act and the law or regulation of the ROC provides otherwise.

A notice to convene a regular meeting of shareholders shall be given to each shareholder no later than 30 days prior to the scheduled meeting date. While a public notice shall be given to the registered share shareholders whose shareholding is less than one thousand shares no later than 30 days prior to the scheduled meeting date in accordance with the laws and regulations provided by ROC to enter such information into the Market Observation Post System (the MOPS).

The company shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. In addition, before 15 days before the date of the shareholders meeting, the company shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the Company and its shareholder services agent as well as being distributed on-site at the meeting place.

The cause(s) or subject(s) of a meeting of shareholders to be convened shall be indicated in the individual notice and the public notice to be given to shareholders; and the notice may, as an alternative, be given by means of electronic transmission, after obtaining a prior consent from the recipient(s) thereof.

Election or dismissal of directors,

53

Illustration

After Revision

Article 185, paragraph 1 of the Company Act or Articles 26-1 and 43-6 of the Securities and Exchange Act of ROC, shall be set out in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion.

Shareholder(s) holding 1% or more of the total number of issued shares may submit to this company a written proposal for discussion at a regular shareholders meeting or any electronic means designated by the Company. Such proposal, however, are limited to one item only, and no proposal containing more than one item will be included in the agenda.

Under any circumstances of any subparagraph of Article 172-1, Paragraph 4 on the Company Act of ROC apply to proposal put forward by a shareholder, the board of directors may exclude it from the agenda. However, if the proposal is to ensure that the company promotes public interest or fulfill its social responsibility, then the board of directors may still include the proposal.

Prior to the date on which share transfer registration is suspended before the convention of a regular shareholders’ meeting, the company shall give a public notice announcing the place and the period for shareholders to submit proposals to be discussed at the meeting; and the period for accepting such proposals shall not be less than 10 days.

The number of words of a proposal to be submitted by a shareholder shall be limited to not more than 300 words, and any proposal containing more than 300 words shall not be included in the agenda of the shareholders’ meeting. The shareholder who has submitted a proposal shall attend, in person or by a proxy, the regular shareholders’ meeting whereat his proposal is to be discussed and shall take part in the discussion of such proposal.

The company shall, prior to preparing and delivering the shareholders’ meeting notice, inform, by a notice, all the proposal submitting shareholders of the proposal screening results, and shall list in the shareholders’ meeting notice the proposals conforming to the requirements set out in this Article. With regard to the proposals submitted by shareholders but not included in the agenda of the meeting, the cause of exclusion of such proposals and explanation shall be made by the board of directors at the shareholders’ meeting to be convened.

Before Revision

amendments to the articles of

incorporation, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act or Articles 26-1 and 436 of the Securities and Exchange Act of ROC, shall be set out in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion.

Shareholder(s) holding 1% or more of the total number of issued shares may submit to this company a written proposal for discussion at a regular shareholders meeting. Such proposal, however, are limited to one item only, and no proposal containing more than one item will be included in the agenda. Under any circumstances of any subparagraph of Article 172-1, Paragraph 4 on the Company Act of ROC apply to proposal put forward by a shareholder, the board of directors may exclude it from the agenda.

Prior to the date on which share transfer registration is suspended before the convention of a regular shareholders’ meeting, the company shall give a public notice announcing the place and the period for shareholders to submit proposals to be discussed at the meeting; and the period for accepting such proposals shall not be less than 10 days.

The number of words of a proposal to be submitted by a shareholder shall be limited to not more than 300 words, and any proposal containing more than 300 words shall not be included in the agenda of the shareholders’ meeting. The shareholder who has submitted a proposal shall attend, in person or by a proxy, the regular shareholders’ meeting whereat his proposal is to be discussed and shall take part in the discussion of such proposal.

The company shall, prior to preparing and delivering the shareholders’ meeting notice, inform, by a notice, all the proposal submitting shareholders of the proposal screening results, and shall list in the shareholders’ meeting notice the proposals conforming to the requirements set out in this Article. With regard to the proposals submitted by shareholders but not included in the agenda of the meeting, the cause of exclusion of such proposals and explanation shall be made by the board of directors at the shareholders’ meeting to be convened.

54