ACBT — AGM Information 2021

Jul 23, 2021

全宇生技控股有限公司

ALL COSMOS BIO-TECH HOLDING CORPORATION

2021 Annual General Meeting

Meeting Minutes

Date/Time: 13 July, 2021 / 9:00 a.m

Venue: 15F, No. 99, Fuxing N. Rd., Songshan Dist., Taipei City

Total outstanding shares: 64,034,001

Total shares represented by shareholders present in person or by proxy: 48,510,811

Percentage of shares held by shareholders present in person by proxy: 75.75%

、 、 Directors presented: Mr. Peng Shih-Hao Ms. Peng Chia-Lin

、 、 Mr. Yang Yung-Cheng Mr. Lo Tze-Wu Mr. Lee Wen-Chuan

Chairman: Mr. Peng, Shih-Hao

Minutes recorder: Amy Kuo

The number of representative shares of the shareholders present has reached the statutory number, and the chairman announced the start of the meeting.

1. Chairman’s Remarks: (Omitted)

2. Report Items

Agenda 1: Year 2020 Business Report.

Explanatory Notes:

Please refer to Attachment I for the Year 2020 Business Report.

Agenda 2: Audit Committee’s Review Report on Year 2020 Financial Statements.

Explanatory Notes ：

Please refer to Attachment II for the Review Report.

Agenda 3: Report on the Distribution of Employees’ Compensation and Directors Remuneration for Year 2020.

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$ 2,695,756 as the Company’s 2020 employees’ compensation,

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and NT$ 1,797,171 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 2020 employees’ compensation and directors’ remuneration and the estimated amount of expenses on the account for the current year. Both are paid in cash.

Agenda 4: Report on Year 2020 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) 2020 net profit after tax is NT$82,204,024, the proposed earnings distribution is NT64,034,001 in cash. Cash dividends on common shares will be distributed as NT$1 each share.

• (3) Please refer to Attachment IV for Year 2020 Earnings Distribution Proposal.

3. Recognition Items

Agenda 1: Year 2020 Business Report and Financial Statements. (Proposed by the Board of

Directo rs)

Explanatory Notes:

• (1) The Company’s Year 2020 Consolidated Financial Statements, have been duly audited by independent Auditors, Ms. Chen Chiang Hsun and Mr. Ho Jui-Hsuan, of Deloitte & Touche with unqualified opinions. In addition, Year 2020 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 for Year 2020 Business Report and Attachment III for the Consolidated Financial Statements of this Handbook.

Resolved: Approved as proposed, voting results as follows:

Number of votes represented by attending shareholders: 48,510,811

es represented by attending shareholders: 48,510,811
Voting result	Accounted for the voting rights of the attending shareholders (%)
Votes in favor: 45,323,301 (Inclusive of electronic votingrights: 27,853,301)	93.42%
Votes against: 16,010 (Inclusive of electronic votingrights：16,010)	0.03%
Invalid votes: 0	0.00%

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(Inclusive of electronic voting rights ： 0) Abstaining votes and no votes: 3,171,500 6.53% (Inclusive of electronic voting rights ： 3,171,500)

Agenda 2: Year 2020 Earnings Distribution Proposal (Proposed by the Board of Directo rs)

Explanatory Notes:

Year 2020 Earnings Distribution Proposal was approved by the Board of Directors and reviewed by the Audit Committee. Please refer to Attachment IV for Earnings Distribution Statement.

Resolved: Approved as proposed, voting results as follows:

Number of votes represented by attending shareholders: 48,510,811

es represented by attending shareholders: 48,510,811
Voting result	Accounted for the voting rights of the attending shareholders (%)
Votes in favor: 45,310,301 (Inclusive of electronic votingrights: 27,840,301)	93.40%
Votes against: 29,010 (Inclusive of electronic votingrights: 29,010)	0.05%
Invalid votes: 0 (Inclusive of electronic votingrights: 0)	0.00%
Abstaining votes and no votes: 3,171,500 (Inclusive of electronic votingrights：3,171,500)	6.53%

4. Discussion Items

Agenda 1: Amendment to the Rules of Procedures for Shareholders Meeting (Proposed by the

Board of Directors)

Explanatory Notes:

• (1) In response to Taiwan Stock Exchange Letter No. 11000014461, dated January 28, 2021, the company intends to amend some of the provisions of the “Rules of Procedures for Shareholders Meeting”.

• (2) Please refer to Attachment V, for the amendment comparison table for Rules of Procedures for Shareholders Meeting.

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Resolved: Approved as proposed, voting results as follows:

Number of votes represented by attending shareholders: 48,510,811

es represented by attending shareholders: 48,510,811
Voting result	Accounted for the voting rights of the attending shareholders (%)
Votes in favor: 45,326,301 (Inclusive of electronic votingrights: 27,856,301)	93.43%
Votes against: 13,010 (Inclusive of electronic votingrights: 13,010)	0.02%
Invalid votes: 0 (Inclusive of electronic votingrights: 0)	0.00%
Abstaining votes and no votes: 3,171,500 (Inclusive of electronic votingrights: 3,171,500)	6.53%

5. Other Business and Special Motion

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

6. Meeting Adjourned

Meeting adjourned at 9:18 a.m. All items in today’s meeting agenda have been discussed and the

Chairman announces that the meeting is adjourned.

Chairman: Peng, Shih Hao Minutes recorded by: Amy Kuo

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Attachments

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Attachment I

All Cosmos Bio-Tech Holding Corporation.

Business Report 2020

International Crude Palm Oil Price (CPO price) rised from the bottom of the fourth quarter of 2018, and continued to rise since May 2020, even reached a 10-year high by the end of 2020. However, Covid-19 pandemic has caused labor shortage in Malaysia oil palm industry. Meanwhile, La Nina phenomenon in 2019 resulted in insufficient fruit production. Unike the rapid rebound of CPO price, the oil palm industry takes steady steps of recovery and the fertilizer budget of plantaions also shows a slow mode of adjustment.

The company’s strategy of expanding to different crop field is effective and helps to adjust revenue structure under current uncertain environemnt. In addition to losses in the first quarter due to the impact of the pandemic, the company resumed profitable from the second quarter of 2020 and achieves risk diversification and efficiency optimization by diversifying product types. In the mean time, our other mid- and long-term plans are still being steadily deployed, and we are highly confidient in the development of the company. It is our honor to present the company’s past year’s operating results and futures prospects to shareholders.

1. 2020 Operating Resuts

1.1 Business plan implementation results

Unit: NT$ in Thousand ； %

	2020	2019	Increase(Decrease) Amount	Change Ratio
Operating Revenue	1,642,783	1,767,699	(124,916)	-7.07%
Gross Profit	372,147	393,312	(21,165)	-5.38%
Net Profit For The Year	82,204	35,694	46,510	130.30%

In 2020, the company’s revenue decreased by 7.07% as compared with 2019. It is mainly because CPO price fluctuated in 2019 and resulted in late opening of 2020 first half bid, which further led to significant shipment decline in January and February. Coupled with the fact that the Malaysian

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government implemented “Movement Control Order” in mid-March in response to the spread of Covid-19, operations in the first quarter of 2020 fell to the bottom. The company resumed operation quickly as we belong to essential economic sectors, and operations gradually stabilized since the second quarter. As the environment has not yet stabilized, the plantation's 2020 fertilizer budget did not increase significantly with the rising CPO price, and plantations’ willingness to apply biochemical fertilizers is still more conservative than before. However, our long-standing research and development of microorganisms, plant vaccines, health foods and other diversified products started to contribute. Among them, microbial fertilizer N-bio booster for paddy has received a two-year subsidy from the Malaysian government to provide sustainable revenue.

Considering the impact of the overall environment and the adjustment of product structure, although our 2020 revenue decreased in comparison with the previous year, our profit increase to 82,204 thousand by 130.30%.

1.2 Financial Revenue and Profitability

ncial Revenue and Profitability	ncial Revenue and Profitability
Financial Ratio Item		2020	2019
Financial Structure (%)	Debt to Asset Ratio	9.61	8.09
	Long-Term Capital to Fixed Assets Ratio	456.30	442.85
Solvency (%)	Current Ratio	825.24	1,019.57
	Quick Ratio	643.74	815.01
Profitability (%)	Return on Assets	3.26	1.53
	Return on Equity	4.08	1.69
	Earning Per Share (NT$)	1.28	0.56

2. 2021 Operation Plan Summary:

The Malaysian Palm Oil Council (MPOC) predicts that the export volume of Malaysian palm oil in 2021 will increase by 22.62% compared to 2020. However, under the influence of the climate, the overall supply of palm oil may shrink. Although the CPO price is at a relatively high point, the biochemical fertilizer market is still slowly recovering. Hence, in addition to stablizing our share in fertilizer market and develop new customers, the company takes further step to emphasize the expansion of diversifed business and to further optimize sales structure. With our long lasting relationship with customers, we use our key microbial technology to obtain organic materials or chemical raw materials to create a future prosperity.

According to the estimation of MPOC, CPO price will remain at MYR3,000 (approxmately US$747.29) per meteric ton in 2021. In addition to Malaysian, the company is also actively exploring new markets in Indonesia, and is ready to compelte the construction of the Indonesia plant to further

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expand operations once the Covid-19 pandemic slows down. As for Green Circular Economy, the company will continute to cooperate with plantaions to set up specialized treatment plants around their refineries, directly recyling remaining organic matters in the oil extraction process, put micoorgamisms according to different needs to produce plant vanccies to prevent Ganoderma and other plant disease. Futhermore, to reuse the remaining matters from recyling to make biochemical fertilizer which could not only improve soil pH, to effecitve protect the environment, but to improve the soil’s ability to absorb nutrients.

After 20 years of deep cultivation in the Malaysian biochemical fertilizer market, the company 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 600 kinds of microbial strains and two patented technologies with high-end agricultural technology, including quantitative microbial technology and stabilzer technology platform. As global awarness on sustainable agriculture, improvement of soil degradation and ecological problems arise, the company’s advanced technology can hep to improve and maintain the environemnet moving towards the goal of green agricutre. Through continuous efforts to improve, research and development, we lay a soild foundation for future growth.

We hope that we can show our business results to our shareholders with our peers’ efforts and our dedication. We commit to the spirit of continuous improvement and would like to thank our partners, sharheolders and hardworking staffs for your long-standing support. Thank you for allowing me to express my sincere gratitude here!

All Cosmos Bio-Tech Holding Corporation Chairman Peng Shih Hao

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Attachment II

All Cosmos Bio-Tech Holding Corporation

Review Report of the Audit Committee

The Board of Directors has prepared this Company’s 2020 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 Chen Chiang Hsun and Ho Jui Hsuan 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 the Securities and Exchange Act. Please kindly approve.

All Cosmos Bio-Tech Holding Corporation Audit Committee

Convener Yang Yung Cheng

Date : March 26, 2021

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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, 2020 and 2019 and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and 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, 2020 and 2019, 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, 2020. 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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The key audit matters identified in the Group’s consolidated financial statements for the year ended December 31, 2020 are stated as follows:

Occurrence of Sales Revenue from Major Customers

The Group’s sales revenue for the year ended December 31, 2020 was $1,642,783 thousand, which was lower than the previous year. The Group’s revenue mainly comes from major customers with transactions that are significant. Sales revenue and accounts receivable turnover (days) from some of these major customers increased significantly compared to the previous year. Considering the higher inherent risk in revenue recognition and the potential pressure on management to achieve financial goals, we identified the occurrence of sales revenue from major customers with the abovementioned characteristics as a key audit matter.

Refer to Notes 4 (m) and 22 to the consolidated financial statements for details on the accounting policy and relevant disclosures on revenue recognition.

The main audit procedures that we performed in respect of sales revenue from major customers with the abovementioned characteristics included the following:

1. We obtained an understanding of the Group’s internal control and operating procedures of sales cycle, and we designed the corresponding audit procedures to test the effectiveness of the internal control associated with the risk mentioned above.

2. We performed substantive tests on sales revenue, selected samples from general ledger of sales revenue and vouched the records to external supporting documents to verify the occurrence of sales.

3. We performed analytical procedures, compared the differences in sales revenue, credit terms, and accounts receivable turnover (days) between the current and previous years, and assessed the reasonableness of such changes.

4. We examined significant sales returns or allowances 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.

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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, 2020 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 audits resulting in this independent auditors’ report are Chiang Hsun Chen and Jui Hsuan Ho.

Deloitte & Touche Taipei, Taiwan Republic of China

March 26, 2021

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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ALL COSMOS BIO-TECH HOLDING CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4 and 6) Financial assets at fair value through profit or loss - current (Notes 4, 7 and 29) Financial assets at amortized cost - current (Notes 4, 8 and 31) Trade receivables, net (Notes 4, 9 and 22) Trade receivables from related parties (Notes 4, 22 and 30) Other receivables (Notes 4 and 9) Other receivables from related parties (Notes 4 and 30) Current tax assets (Notes 4 and 24) Inventories (Notes 4 and 10) Prepayments (Note 17) Other current assets (Note 17) Total current assets NON-CURRENT ASSETS Financial assets at amortized cost - non-current (Notes 4, 8 and 31) Investments accounted for using the equity method (Notes 4 and 12) Property, plant and equipment (Notes 4, 13 and 31) Right-of-use assets (Notes 4, 14, 30 and 31) Goodwill (Notes 4 and 15) Other intangible assets (Notes 4 and 16) Deferred tax assets (Notes 4 and 24) Other non-current assets (Note 17) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Notes 18 and 31) Contract liabilities - current (Notes 4 and 22) Trade payables Trade payables to related parties (Note 30) Other payables (Note 19) Other payables to related parties (Note 30) Current tax liabilities (Notes 4 and 24) Lease liabilities - current (Notes 4, 14 and 30) Current portion of long-term borrowings (Notes 18 and 31) Other current liabilities (Note 19) Total current liabilities NON-CURRENT LIABILITIES Long-term borrowings (Notes 18 and 31) Deferred tax liabilities (Notes 4 and 24) Lease liabilities - non-current (Notes 4, 14 and 30) Guarantee deposits received (Note 19) Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Notes 4 and 21) Share capital Ordinary shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Total equity attributable to owners of the Company NON-CONTROLLING INTERESTS Total equity TOTAL		2020		2019
		Amount % $ 761,806 29 59,766 2 29,321 1 517,434 20 30,400 1 3,838 - 14,708 1 7,750 - 274,264 11 127,565 5 175 - 1,827,027 70 106,670 4 12,717 1 441,878 17 164,173 6 371 - 1,309 - 35,079 1 25,146 1 787,343 30 $ 2,614,370 100 $ 45,944 2 87 - 63,440 3 2,348 - 78,004 3 417 - 17,374 1 2,226 - 5,355 - 6,198 - 221,393 9 - - 29,128 1 671 - - - 29,799 1 251,192 10 640,340 24 781,838 30 167,204 7 320,320 12 474,522 18 962,046 37 (397,714) (15) 1,986,510 76 376,668 14 2,363,178 90 $ 2,614,370 100		Amount % $ 837,590 32 60,509 2 189,845 7 293,835 11 35,996 2 8,149 - 22,357 1 2,446 - 296,210 11 41,781 2 - - 1,788,718 68 128,257 5 14,539 - 470,047 18 177,760 7 385 - 2,072 - 39,944 1 17,789 1 850,793 32 $ 2,639,511 100 $ 9,204 1 1,532 - 75,687 3 - - 58,115 2 1 - 7,977 - 2,163 - 17,810 1 2,949 - 175,438 7 3,359 - 32,487 1 1,932 - 380 - 38,158 1 213,596 8 640,340 24 781,838 30 163,635 6 312,099 12 468,142 18 943,876 36 (320,320) (12) 2,045,734 78 380,181 14 2,425,915 92 $ 2,639,511 100

The accompanying notes are an integral part of the consolidated financial statements.

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ALL COSMOS BIO-TECH HOLDING CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Notes 4, 22 and 30) Sales OPERATING COSTS (Notes 10, 23 and 30) Cost of goods sold GROSS PROFIT OPERATING EXPENSES (Notes 23 and 30) Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit loss Total operating expenses PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES (Notes 4, 23 and 30) Interest income Other income Other gains and losses Finance costs Share of loss of associates (Note 12) Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Notes 4 and 24) NET PROFIT FOR THE YEAR OTHER COMPREHENSIVE (LOSS) INCOME (Notes 4, 21 and 24) Items that will not be reclassified subsequently to profit or loss: Exchange differences on translation to the presentation currency		2020 Amount % $ 1,642,783 100 (1,270,636) (77) 372,147 23 (121,509) (8) (153,014) (9) (2,541) - 7,628 - (269,436) (17) 102,711 6 18,800 1 12,021 1 21,875 1 (4,440) - (1,296) - 46,960 3 149,671 9 (51,503) (3) 98,168 6 (89,204) (6)		2019
				Amount % $ 1,767,699 100 (1,374,387) (78) 393,312 22 (110,340) (6) (157,924) (9) (4,655) - (47,162) (3) (320,081) (18) 73,231 4 17,368 1 16,675 1 6,147 - (9,448) - (155) - 30,587 2 103,818 6 (65,140) (4) 38,678 2 (11,780) - (Continued)

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ALL COSMOS BIO-TECH HOLDING CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Items that may be reclassified subsequently to profit or loss: Exchange differences on translation of the financial statements of foreign operations Income tax relating to items that may be reclassified subsequently to profit or loss Other comprehensive loss for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR NET PROFIT ATTRIBUTABLE TO: Owners of the Company Non-controlling interests TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: Owners of the Company Non-controlling interests EARNINGS PER SHARE (Note 25) From continuing operations Basic Diluted		2020 Amount % (2,531) - 528 - (91,207) (6) $ 6,961 - $ 82,204 5 15,964 1 $ 98,168 6 $ 4,810 - 2,151 - $ 6,961 - $ 1.28 $ 1.28		2019
				Amount % 2,029 - (414) - (10,165) - $ 28,513 2 $ 35,694 2 2,984 - $ 38,678 2 $ 27,473 2 1,040 - $ 28,513 2 $ 0.56 $ 0.56
		$		$
		$		$
		$		$
		$		$
		$		$

The accompanying notes are an integral part of the consolidated financial statements.

(Concluded)

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							Non-controlling	Interests Total Equity	$ 363,677 $ 2,536,066		- -	- -	- (153,682)	2,984 38,678			(1,944) (10,165)		1,040 28,513		446 -	15,018 15,018	15,018 15,018	380,181 2,425,915		- -	- -	- (64,034)	(11,414) (11,414)	15,964 98,168		(13,813) (91,207)		2,151 6,961	5,750 5,750	5,750 5,750	$ 376,668 $ 2,363,178
Equity Attributable toOwners of the Company	Other Equity	Exchange	Differences on	Translation of	the Financial	Retained Earnings Statements of	Unappropriated Foreign	Capital Surplus Legal Reserve Special Reserve Earnings Operations Total	$ 781,838 $ 133,129 $ 310,434 $ 618,747 $ (312,099) $ 2,172,389		- 30,506 - (30,506) - -	- - 1,665 (1,665) - -	- - - (153,682) - (153,682)	- - - 35,694 - 35,694			- - - - (8,221) (8,221)		- - - 35,694 (8,221) 27,473		- - - (446) - (446)	- - - - - -		781,838 163,635 312,099 468,142 (320,320) 2,045,734		- 3,569 - (3,569) - -	- - 8,221 (8,221) - -	- - - (64,034) - (64,034)	- - - - - -	- - - 82,204 - 82,204		- - - - (77,394) (77,394)		- - - 82,204 (77,394) 4,810	- - - - - -		$ 781,838 $ 167,204 $ 320,320 $ 474,522 $ (397,714) $ 1,986,510
					ShareCapital	Number of	Shares	(In Thousands) Amount	BALANCE AT JANUARY 1, 2019 64,034 $ 640,340	Appropriation of 2018 earnings (Note 21)	Legal reserve - -	Special reserve - -	Cash dividends distributed by the Company - -	Net profit for the year ended December 31, 2019 - -		Other comprehensive loss for the year ended December 31,	2019, net of income tax (Note 21) - -	Total comprehensive income (loss) for the year ended	December 31, 2019 - -	Changes in ownership interests in subsidiaries (Notes 21	and 26) - -	Changes in non-controlling interests (Note 21) - -		BALANCE AT DECEMBER 31, 2019 64,034 640,340	Appropriation of 2019 earnings (Note 21)	Legal reserve - -	Special reserve - -	Cash dividends distributed by the Company - -	Cash dividends distributed by subsidiaries - -	Net profit for the year ended December 31, 2020 - -	Other comprehensive loss for the year ended December 31,	2020, net of income tax (Note 21) - -	Total comprehensive income (loss) for the year ended	December 31, 2020 - -	Changes in non-controlling interests - -		BALANCE AT DECEMBER 31, 2020 64,034 $ 640,340

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ALL COSMOS BIO-TECH HOLDING CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expense Amortization expense Expected credit loss recognized (reversed) on trade receivables Net gain on fair value change of financial assets at fair value through profit or loss Finance costs Interest income Share of loss of associates Gain on disposal of property, plant and equipment Write-downs of inventories Net unrealized loss on foreign currency exchange Impairment loss recognized on goodwill Changes in operating assets and liabilities Financial assets mandatorily classified as at fair value through profit or loss Trade receivables Trade receivables from related parties Other receivables Other receivables from related parties Inventories Prepayments Contract liabilities Trade payables Trade payables to related parties Other payables Other current liabilities Cash (used in) generated from operations Interest received Interest paid Income tax paid Net cash (used in) generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Purchase of financial assets at amortized cost Proceeds from sale of financial assets at amortized cost Purchase of financial assets at fair value through profit or loss Proceeds from sale of financial assets at fair value through profit or loss Payments for property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in refundable deposits

2020 2019 $ 149,671 $ 103,818 49,244 52,265 911 980 (7,628) 47,162 (2,643) (1,587) 4,440 9,448 (18,800) (17,368) 1,296 155 (151) (385) 908 6,699 1,530 4,435 - 5,329 117 - (228,105) 452,005 6,429 (18,252) 3,226 13,809 7,263 (7,719) 10,140 311,303 (86,913) 19,596 (1,380) (8,404) (9,472) 27,582 2,457 - 22,232 (51,203) (965) (1,085) (96,193) 948,583 19,190 15,792 (4,355) (9,448) (45,520) (71,369) (126,878) 883,558 - (195,669) 169,488 - - (37,321) - 9,405 (30,049) (39,064) 274 1,553 (3,002) - (Continued)

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ALL COSMOS BIO-TECH HOLDING CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

Decrease in refundable deposits Increase in other receivables from related parties Decrease in other receivables from related parties Payments for intangible assets Increase in prepayment for equipment Increase in prepayments Net cash generated from (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from short-term borrowings Repayments of short-term borrowings Repayments of long-term borrowings Proceeds from guarantee deposits received Increase in other payables to related parties Decrease in other payables to related parties Repayment of the principal portion of lease liabilities Dividends paid to owners of the Company Changes in non-controlling interests Dividends paid to non-controlling interests Net cash used in financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	2020 - - 36 (228) (4,911) - 131,608 45,598 (8,865) (14,939) 3,927 412 - (2,531) (64,034) 5,750 (11,414) (46,096) (34,418) (75,784) 837,590 $ 761,806	2019 1,531 (14,947) - (142) - (9,665) (284,319) 9,261 (148,134) (24,152) 363 - (5) (43,018) (153,682) 15,018 - (344,349) (8,805) 246,085 591,505 $ 837,590

The accompanying notes are an integral part of the consolidated financial statements.

(Concluded)

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Attachment IV

All Cosmos Bio-Tech Holding Corporation

Year 2020 Earnings Distribution Proposal

Unit : NT$

	Unit : NT$
Items	Amount
Beginning Balance of Undistributed Earnings	392,317,653
Add : Net Profit for the Period	82,204,024
Less : 10% Legal Reserve	(8,220,402)
Adjustment of retained earnings due to investment using equity method	-
Special surplus reserve	(77,393,961)
Add : Revolving the Special Surplus Reserve According to Law	-
Available for Distribution Surplus	388,907,314
Distributable Items
Cash Dividends on Common Shares (NT$ 1 per share)	(64,034,001)
Closing Balance of Undistributed Earnings	324,873,313

Note :

1. The amount of dividend is calculated by the number of outstanding shares of 64,034,001 shares as of the latest shareholders register cutoff date as at 30 April, 2021. 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.

2. The Cash Dividends of NT$ 64,034,001 (64,034,001 shares x NT$ 1) will be distributed from the 2020 annual distributable surplus, NT$1 for each share. The distributed amount will be in round numbers, the remainder will be treated as other income.

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1. 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, will raise request to shareholders’ meeting to authorize the board of directors to handle the matter.

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Attachment V

All Cosmos Bio-Tech Holding Corporation

Comparison Table of Rules of Procedure of Shareholders Meeting

Amendments Current Articles Explanation Article 6 Article 6 Pursuant to Article 3 Notice of Convening and Meeting of Notice of Convening and Meeting of item 4 of Shareholders Meeting Shareholders Meeting “Sample of The first, second, third, and forth items are The first, second, third, and forth items are Rules of omitted. omitted. Procedures for Appointment or dismissal of directors, change of Appointment or dismissal of directors, change of Shareholder articles of association, capital reduction, articles of association, capital reduction, Meetings for application for suspension of public offerings, application for suspension of public offerings, xxx directors’ non- competition agreement, capital directors’ non- competition agreement, capital Company” increase from surplus, capital increase from increase from surplus, capital increase from reserves, company dissolution, merger, division, reserves, company dissolution, merger, division, matters in Paragraph 1 of Article 185 of the matters in Paragraph 1 of Article 185 of the Company Act, Article 26-1 of the Securities Company Act, Article 26-1 of the Securities Exchange Act, and Article 43-6, should be listed Exchange Act, and Article 43-6, should be listed and explained in the reason for convening, and and explained in the reason for convening, and not allowed in the form of extempore motion. not allowed in the form of extempore motion ~~. Its main content may be placed on a website designated by the competent authority or company, and its website address shall be stated in the notice.~~

Article 8 Meeting Procedure

The attendance of the shareholders meeting shall be calculated on the basis of shares. The number of attending shares is calculated based on the

Article 8	Amend Item
	2 to improve
Meeting Procedure
	corporate
The attendance of the shareholders meeting shall	governance
be calculated on the basis of shares. The number of	and
attending shares is calculated based on the	safeguard

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	Amendments		Current Articles	Explanation
	signature book or handed sign-in cards, plus the number of shares exercising voting rights in writing or electronically. Chairman shall announce the meeting immediately when the meeting time comesand at the same time announce non-voting rights, the number of shares present and other related.When shareholder representing less than half of the total issued shares is present, the Chairman may postpone the meeting. The postponement of the meeting is limited to two times, and the total time of postponement shall not exceed one hour. When there are insufficient shareholders representing more than one-third of total issued shares after second postponement, chairman shall announce the meeting is failed to be convened.		signature book or handed sign-in cards, plus the number of shares exercising voting rights in writing or electronically. Chairman shall announce the meeting immediately when the meeting time comes. When shareholder representing less than half of the total issued shares is present, the Chairman may postpone the meeting. The postponement of the meeting is limited to two times, and the total time of postponement shall not exceed one hour. When there are insufficient shareholders representing more than one-third of total issued shares after second postponement, chairman shall announce the meeting is failed to be convened.	the rights and interests of shareholders.
	Article 14 Motion Vote The voting of the motion shall be passed with approval of half of the present voting rights of the shareholders, unless otherwise stipulated in the Company’s act and the Articles of Association of the Company. When there are amendments or alternatives to the same motion, the chairman shall determine the order of voting with the original motion. If one of them has been passed, the others are deemed to be rejected and there is no need to vote again. When the shareholders’ meeting elects directors and supervisors, it shall be conducted in		Article 14 Motion Vote The voting of the motion shall be passed with approval of half of the present voting rights of the shareholders, unless otherwise stipulated in the Company’s act and the Articles of Association of the Company. When there are amendments or alternatives to the same motion, the chairman shall determine the order of voting with the original motion. If one of them has been passed, the others are deemed to be rejected and there is no need to vote again. When the shareholders’ meeting elects directors and supervisors, it shall be conducted in	Amend Item 3 to improve corporate governance and safeguard the rights and interests of shareholders.

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	Amendments	Current Articles	Explanation
	accordance with the relevant election rules set by the company, and the results of the election shall be announced on the spot, including the list of elected directors and supervisors and the number of their elected votes,as well as list of unsuccessful directors and supervisors and the number of votes obtained. The ballots for the election items mentioned in the preceding paragraph shall be sealed and signed by the scrutineers, and then properly kept and kept for at least one year. However, if a shareholder initiates a lawsuit in accordance with Article 189 of the Company Act, it shall be kept until the end of the lawsuit.	accordance with the relevant election rules set by the company, and the results of the election shall be announced on the spot, including the list of elected directors and supervisors and the number of their elected votes. The ballots for the election items mentioned in the preceding paragraph shall be sealed and signed by the scrutineers, and then properly kept and kept for at least one year. However, if a shareholder initiates a lawsuit in accordance with Article 189 of the Company Act, it shall be kept until the end of the lawsuit.

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