`全宇生技控股有限公司`

All Cosmos Bio-Tech Holding Corporation 2020 Annual General Meeting Meeting Minutes

Date and time : June 16, 2020 at 9:00 a.m. (Tuesday)

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

Announcement of the commencement of the Meeting :

At 9:00 a.m., the number of shares in attendance is 47,653,808 shares which constitutes 74.41% of the total 64,034,001 shares issued and the statutory meeting quorum is met. Chairman Mr Peng Shih-Hao announces the commencement of the meeting.

Directors present : Mr Peng Shih-Hao, Mr Peng Sheng-Ching, Ms Peng Chia-Lin, Mr Yang Yung-Cheng, Mr Lo Tze-Wu, Mr Lee Wen-Chuan , Mr Hsu Ken-Tsai, Mr Chang Lu-Chang

1. Chairman’s Remarks : (Omitted)

2. Report Items

Agenda 1 : 2019 Business Report.

Explanatory Notes:

Please refer to Attachment I for the 2019 Business Report.

Agenda 2 : Audit Committee’s Review Report on 2019 Financial Statements.

Explanatory Notes ：

Please refer to Attachment II for the Review Report.

Agenda 3 : 2019 Earnings Distribution Proposal.

Explanatory Notes ：

(1) Pursuant to clause 125 A of the Company’s Articles of Incorporation, to authorize the board of directors to make a special resolution to pay all or part of the dividends payable in cash and report in Shareholders Meeting.
(2) 2019 net profit after tax is NT$35,692,867, the proposed earnings distribution is NT64,034,001 in cash. Cash dividends on common shares will be distributed as NT$1 each share.

(3) The 2019 earnings distribution proposal is attached hereto Attachment III.

Agenda 4 : Report on the Distribution of Employees’ Compensation and Directors Remuneration for 2019.

Explanatory Notes:

(1) Pursuant to the Company’s Articles of Incorporation and as approved by the Company’s Board of Directors, it is hereby to declare NT$ 1,128,122 as the Company’s 2019 employees’ compensation, and NT$ 752,081 is declared as directors’ remuneration, each of which represent 3.00% and 2.00% of profit before tax respectively.
(2) There is no difference between the distribution of 2019 employees’ compensation and directors’ remuneration and the estimated amount of expenses on the account for the current year. Both are paid in cash.

Agenda 5 : Report on the amendment of Rules of Procedure for the Board of Directors.

Explanatory Notes:

(1) In response to the recent amendment to Taiwan’s Company’s Act, it is proposed to amend the Company’s Rules of Procedure for the Board of Directors.
(2) Please refer to Attachment IV for the comparison table of original and amended Rules of Procedure for the Board of Directors.

3. Proposed Resolutions

Agenda 1 : 2019 Business Report and Financial Statements. (Proposed by the Board of Directo rs)

Explanatory Notes:

(1) The Company’s 2019 Consolidated Financial Statements, have been duly audited by Independent Auditors, Ms. Chiang Hsun Chen and Mr. Cheng Chuan Yu, of Deloitte & Touche with unqualified opinions. In addition, 2019 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, V and III for the 2019 Business Report, the Consolidated Financial Statements for 2019 and Earnings Distribution Table.
(3) Adoption is respectfully requested.

RESOLVED : Approved as proposed, voting results as follows:

Number of votes represented by attending shareholders: 47,653,808

Accounted for the voting Voting Results rights of the attending shareholders (%) Votes in favor : 47,617,334 99.92% (Inclusive of electronic voting rights ： 268,333) Votes against : 6,010 0.01% (Inclusive of electronic voting rights ： 6,010) Invalid votes : 0 0.00% (Inclusive of electronic voting rights ： 0) Abstaining votes and no votes : 30,464 0.06% (Inclusive of electronic voting rights ： 9,464)

4. Discussion Matters

Agenda 1 : Amendment to the Company’s Articles of Association. (Proposed by the Board of Directors)

Explanatory Notes:

(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 Association. The proposed amendment has been duly approved by the Board of Directors.
(2) Please refer to Attachment VI for the comparison table and the Company’s amended Articles of Association.
(3) Approval by way of Special Resolution is respectfully requested.

RESOLVED : Approved by way of Special Resolution as proposed, voting results as follows:

Number of votes represented by attending shareholders: 47,653,808

Accounted for the voting Voting Results rights of the attending shareholders (%) Votes in favor : 47,616,234 99.92% (Inclusive of electronic voting rights ： 267,233) Votes against : 7,110 0.01% (Inclusive of electronic voting rights ： 7,110) Invalid votes : 0 0.00% (Inclusive of electronic voting rights ： 0) Abstaining votes and no votes : 30,464 0.06% (Inclusive of electronic voting rights ： 9,464)

Agenda 2 : Amendment to the Company’s Rules Governing the Procedures for Shareholders Meeting. (Proposed by the Board of Directors)

Explanatory Notes:

(1) In response to the recently amended Articles of Taiwan’s Company Act and operation needs, it is proposed to amend the Company’s Rules of Procedures for Shareholders Meeting. The proposed amendment has been duly approved by the Board of Directors.

(2) Please refer to Attachment VII for the comparison table for Rules of Procedures for Shareholders Meeting.
(3) Approval is respectfully requested.

RESOLVED : Approved as proposed, voting results as follows:

Number of votes represented by attending shareholders : 47,653,808

Agenda 3 : Proposal of Release the Prohibition on Directors from Participation in Competitive Business. (Proposed by the Board of Directors)

Explanatory Notes:

(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.
(2) 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 non-competition restrictions.
(3) The details of release from the non-competition restriction on nominated candidates to be elected for Directors (including Independent Directors) from participation in competitive business shown as below:

Name of Directors and their Representatives	Job Title	Release the prohibition from participation in competitive business
Yang, Yung Cheng	Independent Director	Center Laboratories, Inc.
Lee, Wen Chuan	Independent Director	Matt Ecotech Service Co., Ltd

RESOLVED : Approved as proposed, voting results as follows:

Number of votes represented by attending shareholders : 47,653,808

Accounted for the voting Voting Results rights of the attending shareholders (%) Votes in favor : 47,616,234 99.92% (Inclusive of electronic voting rights ： 267,233) Votes against : 7,111 0.01% (Inclusive of electronic voting rights ： 7,111) Invalid votes : 0 0.00% (Inclusive of electronic voting rights ： 0) Abstaining votes and no votes : 30,463 0.06% (Inclusive of electronic voting rights ： 9,463)

5. Other Business and Special Motion

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

6. Meeting Adjourned

Meeting adjourned at 9:48 a.m. All items in today’s meeting agenda have been discussed

and the Chairman announces that the meeting is adjourned.

Attachment I

2019 Business Report

Dear Shareholders,

Continuing the impact of weak crude palm oil price from the fourth quarter of 2018, the oil palm industry remains extremely challenging in 2019. Even though crude palm oil price experienced a short term climb after the third quarter of 2019, the price instability and unrecovered market confidence have led to poor revenue for plantations, and thereby affect their choice of fertilizer. All Cosmos’ 2019 revenue is relatively low, yet remain profitable in comparison to the past as affected by the industry downturn. Although at this point in time, the overall mid-stream and downstream industries are facing various challenges, 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 long-term development. In addition, the Company has already begun to actively develop the different crops and areas to achieve product diversification and efficiency optimization. It is our honor to present the Company’s past year’s operating results and the future prospects to Shareholders.

1. 2019 Operating Results

1.1 Business plan implementation results

Unit ： NT$ in Thousand ； %

	2019	2018	Increase (Decrease) Amount	Change Ratio
Operating Revenue	1,767,699	2,687,581	(919,882)	-34.23%
Gross Profit	393,312	774,594	(381,282)	-49.22%
Net Profit For The Year	35,694	305,058	(269,365)	-88.30%

In 2019, the Company’s revenue decreased by 34.23% or NT$919,882 thousand as compared with 2018. It is mainly because plantations suffered from the substantial drop of crude palm oil price and hence affect their willingness to fertilize, budget on fertilizer is reduced by 30%-50% in comparison to the past, and plantations therefore have the tendency of choosing chemical fertilizer for cost concern. Due to competitive market price, lower demand for fertilizer, and increased order on chemical fertilizer, the growth profit margin is lower than before. In addition, the late appointment of high-level executives in some public enterprises after the Malaysian regime changed in May 2018

has also resulted in some bids failed to carried out as scheduled, which in turn affects the company’s 2019 revenue.

In spite of the revenue decline, credit impairment losses, in 2019, increased by NT$ 21,114 thousand as compared to 2018, it is mainly due to the increase in Accounts Receivable outstanding as result of above mentioned industrial status. Combining all aspects, the company still remain profitable in 2019.

1.2 Financial Revenue and Profitability

Financial Ratio Item	Financial Ratio Item	2019	2018
Financial Structure (%)	Debt to Asset Ratio	8.09	14.75
	Long-Term Capital to Fixed Assets Ratio	442.85	460.25
Solvency (%)	Current Ratio	1,019.57	545.97
	Quick Ratio	815.01	368.88
Profitability (%)	Return on Assets	1.53	11.28
	Return on Equity	1.69	14.49
	Earning Per Share (NT$)	0.56	4.76

2. 2020 Operating Plan Summary

Continued the fall in crude palm oil price in 2019, the unrecovered loss for plantaions, as well as the possible recession caused by environmental impact (include but not limit to Covid-19), 2020 will still be a challenging year for the company. In addition to stablizing our share in fertllizer market, All Cosmos takes further step on using our 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 to strive to create a future prosperity.

The international crude palm oil price reached RM3,000/ton at the beginning of 2020 as the two major palm oil exporting countries of Indonesia and Malaysia adopted relevant policies to response to market downturn. However, as affected by interntaional curde oil price and Covid-19, palm oil price has dropped back to RM2,200-RM2,400/ton. In addition 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, papaya and durian, the Company is actively participate into the market of high-value crops to enhance operational performance and diversity. In additon, our plan on green circular economy will gradually contribute as the Company’s short and mid-term growth momentum.

The Company has established a joint venture with major customers to set up two companies for our Green Circular Economy plan to assist in setting up a specialized

treatment plant around its refinery, directly recycling the remaining organic matter in the oil extraction process and 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 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 stabilizer technology platform. The Company will use the technology resources with more efficiency 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’ 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 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

Attachment II

All Cosmos Bio-Tech Holding Corporation

Examination Report of the Audit Committee

The Board of Directors has prepared this Company’s 2019 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 2020Annual General Meeting

Audit Committee

Convener Yang Yung-Cheng

Date : March 24, 2020

Attachment III

All Cosmos Bio-Tech Holding Corporation.

2019 Earnings Distribution Proposal

	Unit : NT$
Items	Amount
Beginning Balance of Undistributed Earnings	432,894,893
Add : Net Profit for the Period	35,692,867
Less : 10% Legal Reserve	(3,569,287)
Adjustment of retained earnings due to investment using equity method	(445,808)
Add : Revolving the Special Surplus Reserve According to Law	(8,221,011)
Available for Distribution Surplus	456,351,654
Distributable Item
Cash Dividends on Common Shares (NT$ 1 per share)	(64,034,001)
Closing Balance of Undistributed Earnings	392,317,653

Note :

The amount of dividend is calculated by the number of outstanding shares of 64,034,001 shares as of the latest shareholders register cut off date as at 18 April 2020. The actual distribution rate of dividends will adjusted according to the number of outstanding shares on the cut-off date for distribution of dividends, the total amount of distribution will remain unchanged.
The Cash Dividends of NT$ 64,034,001 (64,034,001 shares x NT$ 1) will be distributed from the 2019 annual distributable surplus. The distributed amount will be in round numbers, the remainder will be treated as other income.
If the Company subsequently buys back the shares of the Company, transfers, converts and cancels the treasury shares, or according to the issue and conversion rules to convert the Company Bonds, which affects the amount of shares outstanding, the share allotment and the changes of the dividend yields, the shareholders’ meeting is requested to authorize the board of directors to handle the matter.

Attachment IV

All Cosmos Bio-Tech Holding Corporation

The Comparison Table of Rules of Procedure of Board Meetings

	Amendments		Current Articles	Explanation
Article 6Chairman of Board Meetings and Agent Except as otherwise provided in the Articles, the Board meeting shall be convened by the Chairman who shall act as chairman of Board meetings. However, the first Board meeting of a new term shall be convened by the Director who has received the ballots representing most voting rights at a general meeting with the Director with power to convene the Board meeting to act as chairman of the Board meeting. In case there are two Directors having the power to convene such Board meeting, the chairman of the Board meeting shall be elected from among the two Directors by themselves. According to Article 203, Item 4, or Article 203, Item 3 of the Company Law, the board of directors shall be convened by more than half of the directors, and one director shall be elected by the directors as the chairman. In case the Chairman is unable to exercise his or her duties during his or her absence or for cause, the vice Chairman shall act as his or her agent. In the absence of the vice Chairman or if the vice Chairman is unable to exercise his or her duties during his or her absence or for cause, the Chairman shall appoint a managing director to act as his or her agent. If the Company has no managing Directors, a Director shall be appointed as agent. In the absence of such appointment, the agent shall be elected from among the managing Directors or Directors by themselves.		Article 6Chairman of Board Meetings and Agent Except as otherwise provided in the Articles, the Board meeting shall be convened by the Chairman who shall act as chairman of Board meetings. However, the first Board meeting of a new term shall be convened by the Director who has received the ballots representing most voting rights at a general meeting with the Director with power to convene the Board meeting to act as chairman of the Board meeting. In case there are two Directors having the power to convene such Board meeting, the chairman of the Board meeting shall be elected from among the two Directors by themselves. In case the Chairman is unable to exercise his or her duties during his or her absence or for cause, the vice Chairman shall act as his or her agent. In the absence of the vice Chairman or if the vice Chairman is unable to exercise his or her duties during his or her absence or for cause, the Chairman shall appoint a managing director to act as his or her agent. If the Company has no managing Directors, a Director shall be appointed as agent. In the absence of such appointment, the agent shall be elected from among the managing Directors or Directors by themselves.		Amendments made to the first item of this article. Pursuant to item 4 of Article 203 and item 3 of Article 203-1, add item 2 of this Article. Item 2 removed to item 3 from the original version.
Article 14Director’s Avoidance of Conflict of Interest To the extent required by Applicable Listing Rules, a Director may not participate in the discussion or vote 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 apersonal interest		Article 14Director’s Avoidance of Conflict of Interest To the extent required by Applicable Listing Rules, a Director may not participate in the discussion or vote 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 apersonal interest		Pursuant to item 3 of Article 206 of Company’s act, add item 2 and item 3

Amendments

(whether directly or indirectly) which may conflict with and impair the interest of the Company; provided, however, that such Director shall disclose and explain the material information or contents on such personal interest at the same Board meeting. Such Director shall excuse him or herself during discussion and voting and may not exercise voting rights on behalf of other Directors. 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.

Current Articles Explanation (whether directly or indirectly) which may of this article. conflict with and impair the interest of the Company; provided, however, that such Director shall disclose and explain the material information or contents on such personal interest at the same Board meeting. Such Director shall excuse him or herself during discussion and voting and may not exercise voting rights on behalf of other Directors. 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.

A director's spouse, second distance relatives, or other blood relatives, or a company that has a controlling affiliation with a director, who has an interest in the matter at the previous meeting shall be deemed to have a stake in the matter.

The resolution of the board of directors shall be applied to the directors who are not allowed to exercise their voting rights in accordance with the preceding two items in accordance with the provisions of Article 206, Article 4, and Article 180, Article 2.

Attachment V

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, 2019 and 2018 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, 2019 and 2018, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and 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, 2019. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matters for the Group’s consolidated financial statements for the year ended December 31, 2019 are stated as follows:

Occurrence of Sales Revenue from Major Customers

The Group’s sales revenue for the year ended 2019 was $1,767,699 thousand, which was lower than the previous year. The Group’s revenue mainly comes from sales to several large customers, (hereafter referred to as “major customers”). Sales revenue, gross profit rate and accounts receivable turnover days from sales to some of these major customers increased significantly compared to the previous year. Considering the higher risk inherent in revenue recognition and the potential pressure on management to achieve financial goals, we identify the occurrence of sales revenue from major customers a key audit matter.

Refer to Notes 4(n) and 24 in the consolidated financial statements for the details on the accounting policy and relevant disclosures of revenue recognition.

Our key audit procedures performed in respect of sales revenue from major customers included the followings:

We obtained an understanding of the Group’s internal control and operating procedures for sales cycle, based on which we designed corresponding audit procedures to test the effectiveness of the internal control associated with the risk mentioned above;
We performed substantive tests on sales revenue, sampling from general ledger of sales revenue and agreeing the records to external supporting documents to verify the occurrence of sales;
We performed analytical procedures, comparing the differences in sales revenue, credit terms, and accounts receivable turnover days between current and previous years, and assessing the reasonableness of such changes; and
We examined whether any significant sales returns or allowances existed after the balance sheet date and performed substantive procedures to confirm the occurrence of the sales revenue.

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.

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:

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our 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.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient 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.

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, 2019 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, 2020

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.

==> picture [506 x 741] intentionally omitted <==

==> picture [499 x 733] intentionally omitted <==

==> picture [508 x 742] intentionally omitted <==

==> picture [493 x 748] intentionally omitted <==

==> picture [490 x 745] intentionally omitted <==

Attachment VI

All Cosmos Bio-Tech Holding Corporation

The Comparison Table of Amendments to the Articles of Association

	Amendments	Current Articles	Explanation
1	."Acquisition"refers to an act wherein a company acquiring shares, business or assets of another company in exchange for shares, cash or other assets;	1. (New definition)	Pursuant to the requirement of amended Articles of Association Checklist announced by the Taiwan Stock Exchange (Tai- Jeng-Shang II - No1080023568) dated December 25, 2019. New definition.


12.Except othewised specified in Article 12A, the Company shall not issue any unpaid Shares or partly paid-up Shares. The Company shall not issue shares in bearer form.		12. The Company shall not issue any unpaid Shares or partly paid-up Shares. The Company shall not issue shares in bearer form.	Revised to accommodate the amendment of Article 12A.
12A. If a subscriber fails to pay any call or instalment of call with respect of any Shares on the day fixed for payment, the Directors may, at any time thereafter during such time as any part of such call or instalment remains unpaid, serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued, within a period of not less than 1 month from the date of the notice given by the Directors. The notice shall name a further day (not earlier than the expiration of aforesaid one month or longer period from the date of the notice) on or before which the payment required by the notice is to be made, and shall state that in the event of non- payment at or before the time fixed the Shares in respect of which the call was made will be liable to be forfeited. If the requirements of any such notice as aforesaid are not complied with, any Share in respect of which the notice has been given may at any time thereafter, before the payment required by notice has been made, be forfeited by a determination of the Directors to that effect. A forfeited Share may be sold or otherwise disposed of on such terms and in such		12A. (New article)	Pursuant to the requirement of amended Articles of Association Checklist announced by the Taiwan Stock Exchange (Tai- Jeng-Shang II - No1080023568) dated December 25, 2019. New article.

	Amendments	Current Articles	Explanation
	manner as the Directors think fit, and at any time before a sale or disposition the forfeiture may be cancelled on such terms as the Directors think fit. A Person whose Shares have been forfeited shall cease to be a Shareholder in respect of the forfeited Shares, but shall, notwithstanding, remain liable to pay to the Company all moneys which at the date of forfeiture were payable by him to the Company in respect of the Shares forfeited, but his liability shall cease if and when the Company receives payment in full of the amount unpaid on the Shares forfeited. The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which by the terms of issue of a Share becomes due and payable, whether on account of the amount of the Share, or by way of premium, as if the same had been payable by virtue of a call duly made and notified. Under the aforesaid circumstances, compensation for loss or damage, if any, may still be claimed against such defaulting Shareholder.
32. The Company may also by either a Supermajority Resolution Type A or the Supermajority Resolution Type B: (a) enter into, amend, or terminate any contract for lease of its business in whole, or for entrusting business, or for regular joint operation with others; (b) transfer the whole or any material part of its business or assets; (c) take over the transfer of another's whole business or assets, which will have a material effect on the business operation of the Company; (d) effect any Spin-off of the Company in accordance with the Applicable Listing Rules; (e) grant waiver to the Director’s engaging in any business within the scope of the Company’s business; (f) issue restricted shares for employees pursuant to Article 17B; (g) distribute part or all of its dividends or bonus by way of issuance of new Shares, for the avoidance of doubts, the allotment of bonus shares in connection with the Employees'		32. The Company may also by either a Supermajority Resolution Type A or the Supermajority Resolution Type B: (a) enter into, amend, or terminate any contract for lease of its business in whole, or for entrusting business, or for regular joint operation with others; (b) transfer the whole or any material part of its business or assets; (c) take over the transfer of another's whole business or assets, which will have a material effect on the business operation of the Company; (d) effect any Spin-off of the Company in accordance with the Applicable Listing Rules; (e) grant waiver to the Director’s engaging in any business within the scope of the Company’s business; (f) issue restricted shares for employees pursuant to Article 17B;and distribute part or all of its dividends or bonus by way of issuance of new Shares, for the avoidance of doubts, the allotment of bonus shares in connection with the	Pursuant to the requirement of amended Articles of Association Checklist announced by the Taiwan Stock Exchange (Tai- Jeng-Shang II - No1080023568) dated December 25, 2019.

Current Articles

Amendments

Explanation

Remunerations and Directors’ Remunerations pursuant to Article 129 shall not require the approval of a Supermajority Resolution Type A or a Supermajority Resolution Type B; and

Employees' Remunerations and Directors’ Remunerations pursuant to Article 129 shall not require the approval of a Supermajority Resolution Type A or a Supermajority Resolution Type B.

(h) share swap.

Subject to the Law, in the event any of the resolutions with respect to the paragraph (a), (b), or (c) of Article 32 is adopted by general meeting, any Shareholder who has notified the Company in writing of his objection to such proposal prior to such meeting and subsequently raised his objection at the meeting may request the Company to purchase all of his Shares at the then prevailing fair price within twenty (20) days from the date of the resolution. In the event the Company fails to reach such agreement with the Shareholder within sixty (60) days from the date of the resolution, the Shareholder may, within thirty (30) days after such sixty (60)-day period, file a petition to any competent court of Taiwan for a ruling on the appraisal price, and, to the extent that the ruling is capable of enforcement and recognition outside Taiwan, such ruling by such Taiwan court shall be binding and conclusive as between the Company and requested Shareholder solely with respect to the appraisal price.

Subject to the Law, in the event any part of the Company’s business is Spun Off or involved in any Merger, Acquisition or share swap with any other company, the Shareholder, who has forfeited his right to vote on such matter and expressed his dissent therefor, in writing or verbally (with a record) before or during the general meeting, may request the Company to purchase all of his Shares in writing at the then prevailing fair price within twenty (20) days from the date of the resolution and specifies the price of the Shares to be repurchased.

For the purpose of this Article 34, if the Company and any Shareholder reach an agreement about the price of the Shares to be repurchased by the Company, the Company shall pay for such agreed purchase price of Shares to be repurchased within ninety (90) days from the date of passing of the

Subject to the Law, in the event any of the resolutions with respect to the paragraph (a), (b), or (c) of Article 32 is adopted by general meeting, any Shareholder who has notified the Company in writing of his objection to such proposal prior to such meeting and subsequently raised his objection at the meeting may request the Company to purchase all of his Shares at the then prevailing fair price within twenty (20) days after the date of the resolution. In the event the Company fails to reach such agreement with the Shareholder within sixty (60) days after the date of the resolution, the Shareholder may, within thirty (30) days after such sixty (60)-day period, file a petition to any competent court of Taiwan for a ruling on the appraisal price, and, to the extent that the ruling is capable of enforcement and recognition outside Taiwan, such ruling by such Taiwan court shall be binding and conclusive as between the Company and requested Shareholder solely with respect to the appraisal price.

Subject to the Law, in the event any part of the Company’s business is Spun Off or involved in any Merger with any other company, the Shareholder, who has forfeited his right to vote on such matter and expressed his dissent therefor, in writing or verbally (with a record) before or during the general meeting, may request the Company to purchase all of his Shares at the then prevailing fair price within twenty (20) days after the date of the resolution. In the event the Company fails to reach such agreement with the Shareholder within sixty (60) days after the date of the resolution, the Shareholder may, within thirty (30) days after such sixty - (60) day period, file a petition to any competent court of Taiwan for a ruling on the appraisal price, and, to the extent that the ruling is capable of enforcement and recognition outside Taiwan, such ruling by such Taiwan court shall be binding and conclusive as between the Company and requested Shareholder solely with respect to the appraisal price.

Pursuant to the requirement of amended Articles of Association Checklist announced by the Taiwan Stock Exchange (TaiJeng-Shang II - No1080023568) dated December 25, 2019.

	Amendments	Current Articles	Explanation
	resolution by general meeting. In case no agreement as to the purchase price is reached, the Company shall pay the fair price as determined by the Company to such Shareholder within ninety (90) days from the date on which the resolution was adopted. If the Company fails to pay the agreed purchase price, the Company shall be deemed to agree to the price as requested by the Shareholder. For the Shareholder who requests the Company to purchase all of his Shares in accordance with the second paragraph, in the event the Company fails to reach such agreement with the Shareholder within sixty (60) daysfromthe date on whichthe resolutionwas adopted, the Company shall apply to the court for a ruling on the fair price against all the dissenting shareholders as the opposing party within thirty (30) days after such sixty-day period, and Taiwan Taipei District Court has the jurisdiction.
50.The following mattersand their respective material contentsshall 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		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;	Pursuant to the amendment of the Sample Template for XXX Co., Ltd. Rules of Procedure for Shareholders Meetings announced by the Taiwan Stock Exchange (Tai- Jeng-Jili - No1080024221) dated January 2, 2020.

Amendments	Current Articles	Explanation
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 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; (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.	(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 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; (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.
107. A Director who directly or indirectly has 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	107. A Director who directly or indirectly has 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 bya Director to the effect	Pursuant to the requirement of amended Articles of Association Checklist announced by the Taiwan Stock Exchange (Tai-Jeng-Shang II -

Amendments 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 meeting; before the Company adopts any resolution of Merger, - Acquisition, Spin off or share swap, a Director who has a personal interest in the transaction of - Merger, Acquisition, Spin off or share swap shall declare such interest to the Board at the Board meeting and to the shareholders at the general meeting the essential contents of such personal interest and the reasons that the relevant resolution shall be approved or dissented.

Current Articles Explanation that: No1080023568) dated December (a) he is a member or officer of a specified 25, 2019. 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;

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.

Amendments	Current Articles	Explanation
meeting, such Director shall be deemed to have personal interest in that matter.
119A.Before the Company holds a meeting of the Board of Directors to adopt any resolution of Merger, Acquisition, Spin-off or share swap, the Audit Committee shall seek opinion from an independent expert in order to review the fairness and reasonableness of the plan and transaction of the Merger, Acquisition, Spin-off or share swap, including but not limited to the justification of share swap ratio or a distribution by cash or otherwise, and the review result shall be submitted to the Board of Directors and Shareholders in the general meeting (provided, however, that if the Law does not require the Shareholders'approval on the said transactions, the expert opinion and review result do not have to be submitted to the general meeting); and the review result and the expert opinion shall be provided to the Shareholders together with the notice of general meeting. If the Law does not require the Shareholders'approval on the said transactions, the Board of Directors shall report the transactions in the next general meeting following the transactions. For the documents required to be given to the Shareholders in the preceding paragraph, if the Company announces the same content as in those documents on a website designated by the Taiwan competent authorities and those documents are available at the venue of the general meeting for Shareholders'inspection, those documents shall be deemed as having been given to Shareholders.	119A. (New article)	Pursuant to the requirement of amended Articles of Association Checklist announced by the Taiwan Stock Exchange (Tai- Jeng-Shang II - No1080023568) dated December 25, 2019. New article.

Attachment VII

All Cosmos Bio-Tech Holding Corporation

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

Amendments Current Articles Explanation Article 2 Notice to convene shareholders’ meeting The shareholders meeting of ACBT shall be called by the board meeting, unless the Company Act of Cayman Islands and the law or regulation of the ROC provides otherwise.

Article 2 Notice to convene shareholders’ meeting

The shareholders meeting of ACBT shall be called by the board meeting, unless the 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).

A notice to convene a special meeting of shareholders shall be given to each shareholder no later than 15 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 15 days prior to the scheduled meeting date in accordance with the laws and regulations provided by ROC to enter such information into the MOPS.

ACBT 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, ACBT 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 ACBT and its shareholder services agent as well as being distributed on-site at the meeting place.

Amendments

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 Article 185, paragraph 1 of the Company Act or Articles 26-1 and Article 436 matters shall be listed and stated in the reasons for convening the meeting, and shall not be put forward by temporary motion; the main contents may be placed on the website designated by the securities regulatory authority or the company, and the website shall be indicated in the notice.

The reasons for the convening of the shareholders' meeting have indicated the full re-election of directors and the date of taking office. After the re-election of the shareholders' meeting is completed, the date of taking office shall not be changed by temporary motion or other means at the same meeting.

Shareholder(s) holding 1% or more of the total number of issued shares may submit to this ACBT a written proposal for discussion at a regular shareholders meeting or any electronic means designated by ACBT. 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 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 ACBT 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, ACBT shall give a public notice announcing

Current Articles

materials shall also be displayed at ACBT and its shareholder services agent as well as being distributed on-site at the meeting place.

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 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.~~

Prior to the date on which share transfer registration is suspended before the convention of a regular shareholders’ meeting, ACBT shall give a public notice announcing the place and the

Explanation

In accordance with Section 5 of Article 172 of the Company Law, and Taiwan Securities Regulatory Announcement No. 1080024221 of Taiwan Stock Exchange Co., Ltd dated January 2, 2020, to amend the “o o Co., Ltd. Shareholders’ Meeting Rules of Procedure” reference example in the third clause of Article 4. In accordance with the letter No. 10702417500 dated August 6, 2018, Article 6 was revised.

Amendments

the place and the period for shareholders to submit proposals written or electronic acceptance method 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.

ACBT 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.

Article 9 Motion discussion

If a shareholders’ meeting is called by the Board of Directors, the proceedings of the meeting shall be formulated by the Board of Directors, relevant motions (including temporary motions and amendments to the original motion) shall be voted on a case by case basis, and the meeting shall be proceeded with in accordance with the said proceedings. The proceedings shall not be changed without a resolution made by the shareholders meeting.

If a shareholders’ meeting shall be called by any other person than the Board of Directors, the preceding provisions shall apply mutatis mutandis to the said meeting.

The chairman shall not adjourn a meeting without resolution adopted by shareholders if the motions (including extraordinary motions) covered in the proceedings so arranged in the above two paragraphs shall not have been resolved. If the chairman declares the adjournment of the meeting in a manner in

Current Articles

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.

Article 9 Motion discussion

If a shareholders’ meeting is called by the Board of Directors, the proceedings of the meeting shall be formulated by the Board of Directors, and the meeting shall be proceeded with in accordance with the said proceedings. The proceedings shall not be changed without a resolution made by the shareholders meeting.

If a shareholders’ meeting shall be called by any other person than the Board of Directors, the preceding provisions shall apply mutatis mutandis to the said meeting.

Explanation

In line with the listed (over the counter) companies to implement electronic voting in a comprehensive manner since year 2018, and implement the case-by-case voting, hence amend the clause.

Amendments

violation of such rules governing the proceedings of meetings, a new chairman of the meeting may be elected by a resolution to be adopted by a majority of the voting rights represented by the shareholders attending the said meeting to continue the proceedings of the meeting.

The chairman shall clearly explain and give an opportunity to discuss any motion, and any amendment or extemporary motion has been submitted by a shareholder. When the chairman considers that the discussion for a motion has reached the extent for making a resolution, he/ she may announce discontinuance of the discussion and submit the motion for resolution.

After close of the said meeting, shareholders shall not elect another chairman to hold another meeting at the same place or at any other place, unless the chairman declares the adjournment of the meeting in a manner in violation of such rules governing the proceedings of meetings and arrange adequate voting time.

Article 16 Meeting Minutes

Resolutions adopted at a shareholders’ meeting shall be recorded in the minutes of the meeting, which shall be affixed with the signature or seal of the chairman of the meeting and shall be distributed to all shareholders of ACBT within 20 days after the close of the meeting. The preparation and distribution of the minutes may be effected by means of electronic transmission.

With regard to ACBT, the distribution of the minutes of shareholders’ meeting as required in the preceding Paragraph to the registered stock shareholders may be posted on Market Observation Post System (the MOPS) by means of a public notice.

The minutes of shareholders’ meeting shall record the date and place of the meeting, the name of the chairman, the method of adopting resolutions, and a summary of the essential points of the proceedings and the results of the meeting (including the statistical weight), when there is election of Directors, the voting power of each candidate shall be disclose. The minutes shall be kept persistently throughout the life of ACBT.

Current Articles

meetings, a new chairman of the meeting may be elected by a resolution to be adopted by a majority of the voting rights represented by the shareholders attending the said meeting to continue the proceedings of the meeting.

Article 16 Meeting Minutes

The minutes of shareholders’ meeting shall record the date and place of the meeting, the name of the chairman, the method of adopting resolutions, and a summary of the essential points of the proceedings and the results of the meeting. The minutes shall be kept persistently throughout the life of ACBT.

Explanation

To avoid the insufficient voting time issue, hence amend the clause

To implement the case-bycase voting, hence amend the clause

AI assistant

ACBT — AGM Information 2020

52387_rns_2020-07-23_7791d325-b939-454d-8939-6fd8563a91e5.pdf

全宇生技控股有限公司

All Cosmos Bio-Tech Holding Corporation 2020 Annual General Meeting Meeting Minutes

Announcement of the commencement of the Meeting :

1. Chairman’s Remarks : (Omitted)

2. Report Items

Agenda 1 : 2019 Business Report.

Agenda 2 : Audit Committee’s Review Report on 2019 Financial Statements.

Agenda 3 : 2019 Earnings Distribution Proposal.

Agenda 4 : Report on the Distribution of Employees’ Compensation and Directors Remuneration for 2019.

Agenda 5 : Report on the amendment of Rules of Procedure for the Board of Directors.

3. Proposed Resolutions

Agenda 1 : 2019 Business Report and Financial Statements. (Proposed by the Board of Directo rs)

4. Discussion Matters

Agenda 1 : Amendment to the Company’s Articles of Association. (Proposed by the Board of Directors)

Agenda 2 : Amendment to the Company’s Rules Governing the Procedures for Shareholders Meeting. (Proposed by the Board of Directors)

Agenda 3 : Proposal of Release the Prohibition on Directors from Participation in Competitive Business. (Proposed by the Board of Directors)

5. Other Business and Special Motion

6. Meeting Adjourned

Attachment I

2019 Business Report

Dear Shareholders,

1. 2019 Operating Results

1.1 Business plan implementation results

1.2 Financial Revenue and Profitability

2. 2020 Operating Plan Summary

Attachment II

All Cosmos Bio-Tech Holding Corporation

Examination Report of the Audit Committee

Attachment III

All Cosmos Bio-Tech Holding Corporation.

2019 Earnings Distribution Proposal

Attachment IV

All Cosmos Bio-Tech Holding Corporation

The Comparison Table of Rules of Procedure of Board Meetings

Amendments

Attachment V

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

Occurrence of Sales Revenue from Major Customers

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

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Notice to Readers

All Cosmos Bio-Tech Holding Corporation

The Comparison Table of Amendments to the Articles of Association

Explanation

(h) share swap.

Attachment VII

All Cosmos Bio-Tech Holding Corporation

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

Amendments

Current Articles

Explanation

Amendments

Article 9 Motion discussion

Current Articles

Article 9 Motion discussion

Explanation

Amendments

Article 16 Meeting Minutes

Current Articles

Article 16 Meeting Minutes

Explanation

More from ACBT

ACBT AGM Information 2020

`全宇生技控股有限公司`