Collins - AGM Information 2020 | FinancialReports.eu

Stock Code: 2906

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Collins Co., Ltd.

2020 Annual General Shareholders’ Meeting Meeting Handbook

Time: June 18th, 2020 Location: 15th Floor, No. 390, Section 1, Fuxing South Road, Daan District, Taipei City (Auditorium of Taipei Farmers’ Association)

Item	Page
I.	Meeting Procedure ........................................................................................................... 1
II.	Meeting Agenda .............................................................................................................. 2
III.	Report Items .................................................................................................................... 3
IV.	Proposals .......................................................................................................................... 4
V.	Discussion Items .............................................................................................................. 6
VI.	Special Motions ............................................................................................................... 7
VII.	Adjournment .................................................................................................................... 7

Attachments:

I.	2019 Annual Business Report ........................................................................................... 8
II.	2019 Annual Audit Committee’s Review Report ........................................................... 11
III.	2019 Independent Auditor’s Report and Financial Statements ....................................... 12
IV.	Comparison Table of “Rules and Proceduresfor Board of Directors
	Meeting” Before and After Amendments ....................................................................... 28
V.	Comparison Table of “Rules Governing the Conduct of Shareholders Meeting
	” Before and After Amendments ..................................................................................... 32

Appendix:

I.	Rules and Proceduresfor Board of Directors Meeting of Public
	Companies (Before Amendments) .................................................................................. 35
II.	Rules Governing the Conduct of Shareholders Meeting by Public Companies
	(Before Amendments) ..................................................................................................... 40
III.	Articles of Incorporation ................................................................................................. 43
IV.	Shareholding of All Directors ......................................................................................... 49

Collins Co., Ltd.

Meeting Procedures for 2020 Annual General Shareholders’ Meeting

I. Call the Meeting to Order II. Chairman's Remarks III. Report Items IV. Proposals V. Discussion Items VI. Special Motions VII. Adjournment

Collins Co., Ltd.

Meeting Agenda for 2020 Annual General Shareholders’ Meeting

Time: June 18th, 2020 (Thursday), 9:00 am

Location: 15th Floor, No. 390, Section 1, Fuxing South Road, Daan District, Taipei City (Auditorium of Taipei Farmers’ Association)

I. Call the Meeting to Order (Report Number of Shares Present at the Meeting)
II. Chairman's Remarks
III. Report Items
Case 1. 2019 Business Report
Case 2. Audit Committee’s 2019 Review Report
Case 3. Remuneration for Employees, and Directors and Supervisors for 2019
Case 4. To amend the “Rules and Procedures for Board of Directors Meeting”
IV. Proposals
Case 1. To adopt the 2019 Business Report and the 2019 Financial Statements Case 2. To adopt the 2019 Profit Appropriation proposal
V. Discussion Items Case 1. To amend the “Rules Governing the Conduct of Shareholders Meeting” Case 2. To lift the non-compete restrictions on directors
VI. Special Motions
VII. Adjournment

III. Report Items

Case 1. 2019 Business Report

Description: Please refer to Attachment I (#Page 8-10# of this Handbook) for the Company’s 2019 Business Report.

Case 2. Audit Committee’s 2019 Review Report

Description: Please refer to Attachment II (#Page 11# of this Handbook) for the 2019 Review Report.

Case 3. Remuneration for Employees, and Directors and Supervisors for 2019

Description: As stipulated in the 2019 Financial Statements and the Articles of Incorporation, the Company intends to appropriate 3% of the 2019 earnings, or NT$2,602,549, as employee remuneration, and another 3%, or NT$2,602,549, as remuneration for directors and supervisors; all will be given in cash.

Case 4. To amend the “Rules and Procedures for Board of Directors Meeting”

Description: As directed by the official letter TWSE (1) 109000926, the Company intends to amend the “Rules and Procedures for Board of Directors Meeting”. Please refer to Attachment IV for the comparison table of clauses before and after amendments. (#Pages 28-31# of this Handbook.)

IV. Proposals

Case 1. Proposed by the Board of Directors

Proposal: To adopt the 2019 Business Report and Financial Statements. Description:

I. The Company's 2019 Business Report, and the consolidated financial statements and individual financial statements that have been audited and attested by certified public accountants have been reviewed by the Audit Committee. Hereby propose for adoption.
II. Please refer to Attachment I (#Pages 8-11# of this Handbook) for the 2019 Business Report; and Attachment III (#Pages 12-27# of this Handbook) for Independent Auditor’s Report and Financial Statements.

Resolution:

Case 2. Proposed by the Board of Directors

Proposal: To adopt the 2019 Profit Appropriation Statement. Description:

I. The 2019 Earnings Distribution Table is attached in this Handbook (#Page 5#). II. The Company's post-tax earnings for 2019 was NT$62,894,346, and the Earnings Distribution Table was prepared in accordance with the Articles of Incorporation.
III. It is proposed to appropriate NT$62,733,328 from the distributable earnings as cash dividends for ordinary shares, that is, NT$0.3 of cash dividend for each ordinary share. The cash dividends distributed to shareholders shall be rounded down to NT$1; the fractional residuals will be reconciled by the accounting department.
IV. After the Earnings Distribution Proposal is approved by the Shareholders' Meeting, the chairman of the Board of Directors will be authorized to set a separate exdividend date and handle matters related to distribution of dividends.
V. In case the abovementioned dividend payout ratio is changed due to changes in outstanding shares as a result of subsequent conducts such as the repurchase of company shares, cancellation or transfer of treasury shares or other factors, the chairman of the Board of Directors is fully authorized to handle such changes.

Resolution:

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COLLINS CO., LTD.
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Profit Appropriation Statement For 2019

Profit Appropriation Statement For 2019	Profit Appropriation Statement For 2019	Profit Appropriation Statement For 2019
UNIT: NT$

Unappropriated balance, beginning of period		32,089,575


Less: Change in ownership interests in subsidiaries	(14,622,243)


Less: Remeasurements of defined benefit obligation	(3,914,717)

Plus: Disposal of investments in equity instruments
designated at fair value through other comprehensive	(8,449,751)
income
Unappropriated retained earnings after
		5,102,864
adjustment


Plus: Net profit for 2019	62,894,346


Less: Provision of legal reserve	(3,590,764)


Less: Provision of special reserve	(1,615,704)


Retained earnings available for distribution		62,790,742


Distribution:

Common shareholders' cash dividend-(NT$0.30
	62,733,328
pershare)


Unappropriated retained earnings		57,414

Note: The calculation of the abovementioned dividend payout ratio is based on
the current number of 209,111,093 shares outstanding.

Chairman: Lee, Chung-Liang Manager: Lee, Chung-Liang Accounting Manager: Lai, Ming-Huei

V. Discussion Items

Case 1. Proposed by the Board of Directors

Proposal: To amend the “Rules Governing the Conduct of Shareholders Meeting”. Hereby propose for resolution.

Description: I. As directed by the official letter TWSE Corporate Governance 10800242211 dated January 2nd, 2020, the Company intends to amend some clauses of the “Rules Governing the Conduct of Shareholders Meeting”; for the comparison table of clauses before and after amendments, please refer to Attachment V. (#Pages 32-34# of this Handbook.)

Resolution:

Case 2. Proposed by the Board of Directors

Proposal: To lift the non-compete restriction on directors; hereby propose for resolution. Description:

I. As stated in Paragraph 1, Article 209 of the Company Act, a director who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.
II. It is proposed that the 2020 Shareholders’ Meeting agree that, without prejudice to the interests of the Company, non-compete restrictions imposed on directors (independent directors) be lifted and thus allow them to take the following job positions during their tenure of service as the Company’s directors (independent directors):

directors):
Title	Name	Job positions concurrently held at another company	Items to be freed from non-compete restrictions
Director	Lee, Hsi-Lu	Supervisor, Yu-Sheng Biotechnology Investment Co., Ltd.	Investment or operation of business that overlaps, or has similar nature to, the Company’s business scope
Director	Chen, Chun- Hung	Director, Mycenax Biotech Inc. Director, Microbio Co., Ltd. Director, Yu-Sheng Biotechnology Investment Co., Ltd.
Director	Chen, Ching- Kuhn	Independent Director, Allied Biotech Corporation
Independent Director	Chen, Yung- Chang	Independent Director, Center Laboratories Inc.
Independent Director	Ho, Shih- Chinn	Director, Ever Supreme Bio Technology Co., Ltd. Director, Allied Biotech Corporation Director, Luo Lih Fen Holding Co., Ltd. Independent Director, Center Laboratories Inc.

Resolution:

VI. Special Motions

VII. Adjournment

Collins Co., Ltd.

2019 Business Report (Attachment I)

The Company's consolidated operating income for 2019 reached NT $7.225 billion compared with NT$6.936 billion of last year, an increase of 4.2%. Net profit for the period was NT $184 million, an increase of 11.5% from last year’s NT$ 165 million; Net profit earnings reached NT$62,894 thousand from last year’s NT$36,127 thousand, an increase of 74.1%; and earnings per share was NT$0.3.

Looking back at 2019, in terms of trade business, although the US-China trade war caused customers to place orders in a conservative manner, the benefits of Canada ’s reinvestment business, Quality Craft Limited, contributed substantially to the US domestic revenue. As such, the combined revenue of the trade business was NT $3.117 billion, decreased by 1% YoY; in the fashion business, in view of the fierce competition and impact of online shopping among existing apparel brands, the Company acquired 67.7% of the equity of Minoshin International Co., Ltd. in January 2019 to expand the boutique customer base and extend its business reach to fashion business other than apparel business; the combined revenue of the fashion business was NT$862 million, an increase of 24.7% YoY; in the biomedical business, HI-CLEARANCE INC. continued to maintain its competitive advantages of core products and existing channels, and grew steadily. The combined revenue of the biomedical business was NT$3.244 billion, an increase of 4.7% YoY.

Below are the 2019 operating results and the 2020 business plan:

I. 2019 Operating Results

(I) Stated below are the results of the Company’s 2019 business plan:

		Unit: NT$1,000	Unit: NT$1,000
Year/Item	2019	2018	Variation %
Net Operatingincome	7,224,546	6,936,134	4%
Grossprofit	1,755,577	1,588,829	12%
Netprofit for thisperiod	183,518	165,126	11%
Net profit attributable to shareholders of the parent company	62,894	36,127	74%
Earningsper Share(NT$)	0.30	0.17	76%

(II) Profitability Analysis Table:

ProfitabilityAnalysis Table:
Year/Item	2019	2018
Return on Assets	2.44%	2.26%
Return on Equity	3.52%	3.19%
Operating profit to Paid-in Capital Ratio(%)	12.49%	9.15%
Profit margin	2.54%	2.38%

II. Summary of the 2019 Business Plan:

Since January this year, COVID-19 pneumonia has affected all parts of the world. Although the current epidemic in Taiwan is not as severe as that of other countries, the Company will adopt a prudent manner towards existing business or new investment

opportunities in the near future in consideration of the impact of the global recession and the

decline in Taiwanese people ’s willingness to consume. The business plan for the 2020 is as follows:

(I) Export Business:

In recent years, the company has gradually diversified the source of customers and goods to reduce the risk of excessive concentration in the market or supply place. This year, in addition to continuing to develop products, suppliers and customers in emerging markets, the Company will also focus on management of order, shipment, and customer credibility.

(II) Fashion Business:

For existing apparel or leather goods brands, the Company will continue to strengthen their merchandise advantage and strictly control inventory, continue to adjust channels to improve the sales revenue per unit area, and strengthen the operation of online shopping platform and social networking platform, while at the same time carefully expand sales premises so as to reduce operating costs. New brands for which the Company is sure to act as an agent will enter the market only at a time point determined through careful assessment of situation.

Development of new brands will continue, but in a prudent manner.

(III) Bio-tech Business:

For existing biomedical investment business, the Company will keeps focusing on core areas to maintain the competitiveness of products and distribution channels; strategies will be adjusted

from time to time depending on the development of the pandemic so that our ultimate pursuit of satisfying people’s medical needs can be achieved. For products under development, the Company will accelerate the pace of acquisition of relevant certifications; for emerging businesses, the Company will take into account business development and cost control at the same time. As for new investment opportunities that will add synergy to existing biomedical business, the Company will still make a cautious assessment.

Facing a global crisis, the Company's management team will stay committed to related business areas with our ever-lasting integrity and robust principles, and devise countermeasures to cope with the trend, so as to ensure operational safety and preserve competitiveness for future development.

Chairman: Lee, Chung-Liang Manager: Lee, Chung-Liang Accounting Manager: Lai, Ming-Huei

Collins Co., Ltd.

Audit Committee’s Review Report (Attachment II)

The Company’s Board of Directors have submitted materials concerning the 2019 Business Report, 2019 Financial Statements, and 2019 Earnings Distribution Proposal, of which the Financial Statements have been audited by CPA Huang, Ming-Hung and CPA Tang, Chia-Chien of KPMG Taiwan, and an audit report issued.

We do not find the said Business Report, Financial Statements, and Earnings

Distribution Table inconsistent. Therefore, with the consent of all members, we report as above as required by Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.

2020 Shareholders' Meeting of Collins Co., Ltd.

Collins Co., Ltd.

Convener of the Audit Committee: Ho, Shih-Chinn

March 27, 2020

(Attachment III)

Independent Auditors’ Report

To the Board of Directors of Collins Co., Ltd.:

Opinion

We have audited the consolidated financial statements of Collins Co., Ltd. and subsidiaries (“the Group”), which comprise the consolidated balance sheets as of December 31, 2019 and 2018, 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.

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 with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), Interpretations developed by the International Financial Reporting Interpretations Committee ( “ IFRIC ” ) or the former Standing Interpretations Committee (“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 Certification of Financial Statements by Certified Public Accountants and the 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 Certified Public Accountants Code of Professional Ethics in Republic of China (“the Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Emphasis of Matter

We draw attention to Note3(a) of the consolidated financial statements, which describes the Group applied IFRS 16 using the modified retrospective method beginning on January 1, 2019. Our opinion is not modified in respect of this matter.

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 of the current period. 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.

Trade receivables valuation

Please refer to Note 4(g) “Financial Instrument” for accounting policy, Note 5(a) for accounting assumption, judgements and estimation uncertainty of trade receivables and note 6(d) for the disclosure of the valuation of trade receivables to the consolidated financial statements.

Description of key audit matter:

Trade receivable valuation is one of the key judgmental areas for our audit, particularly in respect of the long collection days and the recoverability of trade receivables arising from the medical equipment of the Group, significant judgment being applied in the management’s assessment of recoverability of trade receivables.

How the matter was addressed in our audit

Our principal audit procedures included reviewing if the evaluation of trade receivables are accordance with the Group’s accounting policy and recognizes loss allowances for expected credit losses; examining the records of customers’ credit evaluation, and also historical data from the group’s previous collection experience; assessing the collection of accounts receivables subsequently. We also considered the adequacy of the group’s disclosures in this area.

2. Inventory valuation

Please refer to Note 4(h) “Inventory” for accounting policy, Note 5(b) for accounting assumption, judgements and estimation uncertainty of inventory and note 6(e) for the disclosure of the valuation of inventory to the financial statements.

Description of key audit matter:

The main inventory of the Group is apparel and medical equipment. Sales in the fashion industry can be extremely volatile with consumer demand changing significantly based on current trends, in addition to the prevalence of online sales, it is a significant impact on physical store sales; besides, the medical product market changes and industry competition causing a risk that the carrying value of inventory exceeds its net realizable value. Therefore, the valuation of inventory is one of the important matters while accountants auditing the financial statements.

How the matter was addressed in our audit:

Our principal audit procedures included evaluating the reasonableness of the Company’s inventory valuation policy and the management’s assumption used when measuring allowance for inventory valuation and obsolescence losses; performing a retrospective review of the Company’s historical accuracy of judgments with reference to inventory valuation and comparing them with the current year’s calculation to evaluate the appropriateness of the estimation and assumption used for inventory valuation. We considered the historical accuracy of provisioning and used the information obtained as evidence for evaluating the appropriateness of the assumptions made in the current year including how these compare to the experience in previous years.

3. Goodwill impairment

Please refer to note 4(n) “Impairment of non-financial assets” for accounting policy, Note 5(c) for accounting assumption, judgements and estimation uncertainty of the financial statements and note 6(l) for the disclosure of the impairment of goodwill t to the financial statements.

Description of key audit matter:

Due to the inherent uncertainty involved in forecasting and discounting future cash flows, which are the basis of the assessment of recoverability, this is one of the key judgement areas that our audit is concentrated on to address the risk that the key assumptions, estimates and judgements on which the calculation are based are inappropriate and that goodwill are overstated as a result. Therefore, the evaluation the impairment of investment at equity method is one of the important matters while accountants auditing the financial statements.

How the matter was addressed in our audit:

inflation and foreign exchange. We applied sensitivities to the assumptions used by the Group in its impairment models; this included a consideration of the historical accuracy of the Company’s forecasting. To sense check, we compared the sum of the discounted cash flows to the Company’s market capitalisation to assess the reasonableness of those cash flows. For more recent acquisitions we compared actual results post acquisition to the results in the business case supporting the transaction. We also assessed whether the Company’s disclosures about the sensitivity of the outcome of the impairment assessment to changes in key assumptions properly reflected the risks.

Other Matter

Collins Co., Ltd. has prepared its parent-company-only financial statements as of and for the years ended December 31, 2019 and 2018, on which we have issued an unmodified opinion.

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 with the IFRSs, IASs, IFRIC, 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 auditor’ s 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 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 appropriate audit evidence regarding the financial information of the 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 of the current period 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 Ming- Hung Huang and Chia Chien Tang.

KPMG

Taipei, Taiwan (Republic of China) March 27, 2020

COLLINS CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET DECEMBER 31, 2019 AND 2018

UNIT: NT$1,000

Assets Current assets: 1100 Cash and Cash Equivalents (Note 6 (1)) 1110 Financial assets measured at fair value through profit or loss-current (Note 6 (2)) 1120 Financial assets measured at fair value through other comprehensive income- current (Note 6 (3)) 1150 Notes Receivable -Net (Notes 6 (4) and 8) 1170 Accounts receivable - Net (Note 6 (4)) 1175 Lease receivables (Note 6 (4)) 1220 Current income tax assets 130X Inventory (Notes 6 (5) and 8) 1476 Other financial assets-current (Note 8) 1479 Other current assets Non-current Assets: 1517 Financial assets measured at fair value through other comprehensive income- noncurrent (Note 6 (3)) 1550 Investments accounted for using equity method (Note 6 (6)) 1600 Property, plant and equipment (Note 6(9), 8 and 9) 1755 Right-of-use assets (Note 6(10)) 1760 Net investment property (Note 6 (11)) 1780 Intangible assets (Note 6 (12)) 1840 Deferred income tax assets (Note 6 (18)) 1920 Guarantee deposits paid 1931 Long-term notes receivable (Note 6 (4)) 1935 Long-term lease receivables (Note 6 (4)) 1990 Other non-current assets (Note 6 (4) (17)) Total assets	2019.12.31 Amount `％` $ 875,001 10 50,059 1 100,085 1 225,321 2 1,613,755 18 26,811 - 6,984 - 1,008,782 11 81,039 1 115,623 1	2018.12.31 Amount `％` 532,457 7 123,744 2 103,989 1 217,608 3 1,550,353 20 24,739 - 4,156 - 930,226 12 20,919 - 141,562 2 3,649,753 47 438,278 5 116,373 1 1,942,995 25 - - 26,149 - 1,386,464 18 87,296 1 61,228 1 18,915 - 63,470 1 42,584 1 4,183,752 53 7,833,505 100 Liabilities and Equity Current liabilities: 2100 Short-term loans (Notes 6 (13), 8 and 9) 2120 Financial liabilities measured at fair value through profit or loss-current (Note 6 (2)) 2130 Contract liabilities-current 2150 Notes payable 2170 Accounts payable 2230 Current income tax liabilities 2280 Lease liabilities-current (Note 6 (15)) 2300 Other current liabilities (Note 6 (22)) Non-current liabilities: 2527 Contract liabilities-non-current 2531 Corporate bonds payable (Note 6 (14)) 2570 Deferred income tax liabilities (Note 6 (18)) 2580 Lease liabilities-non-current (Note 6 (15)) 2645 Guarantee deposit received 2600 Other non-current liabilities (Note 6 (17)) Total liabilities The equity attributable to the shareholders of the parent company (Notes 6 (3) (6) (7) (14) (17) (19) (20)): 3110 Share capital - common stock 3200 Capital surplus Retained earnings 3310 Legal capital reserve 3320 Special reserve 3350 Undistributed earnings Other equities: 3410 Exchange differences on translation of foreign financial statements 3420 Unrealized (loss) profit of financial assets measured at fair value through other comprehensive income Equity attributable to shareholders of the parent - Total 36XX Non-controlling interests (Notes 6 (7) (8) (14) (19)) Total equity Total liabilities and equity	2019.12.31 Amount `％` $ 1,152,380 13 144 - 22,549 - 15,352 - 873,939 10 66,433 1 125,464 1 278,646 3	2018.12.31 Amount `％` 1,127,378 14 - - 7,333 - 58,767 1 964,510 12 51,172 1 - - 237,712 3 2,446,872 31 21,328 - - - 119,998 2 - - 3,810 - 101,281 1 246,417 3 2,693,289 34 2,091,111 27 73,692 1 620,736 8 218,999 3 123,977 1 963,712 12 (80,209) (1) (143,420) (2) (223,629) (3) 2,904,886 37 2,235,330 29 5,140,216 66 7,833,505 100
			2,534,907 28
			15,008 - 396,438 4 132,374 1 688,567 8 3,429 - 64,352 1
	4,103,460 45
	476,479 5 109,187 1 1,956,506 21 805,743 9 26,139 - 1,337,488 15 90,003 1 75,635 1 12,146 - 75,119 1 46,808 1
			1,300,168 14
			3,835,075 42
			2,091,111 23
			83,749 1
			624,349 7 225,245 2 66,382 1
	5,011,253 55
			915,976 10
			(86,323) (1) (70,963) (1)
			(157,286) (2)
			2,933,550 32
			2346088 26
	$ 9,114,713 100		,, 5279638 58
			,, $ 9,114,713 100

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Chairman of the Board: Lee, Chung-Liang
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(See the attached note for the consolidated financial report) Manager: Lee, Chung-Liang

Accounting manager: Lai, Ming-Huei

Collins Co., Ltd. and Subsidiaries Consolidated Statements of Comprehensive Income For the Years Ended December 31, 2019 and 2018

Unit: NT$1,000

2019	% 100 75	2018	% 100 77
Amount $ 7,224,546 5,448,969		Amount 6,936,134 5,347,305
1,775,577	25	1,588,829	23
755,035 728,248 31,107	10 10 1	663,995 657,246 76,192	10 9 1
1,514,390	21	1,397,433	20
261,187	4	191,396	3
74,792 (9,298) (28,954) (7,195)	1 - (1) -	62,943 17,680 (8,025) (2,802)	1 - - -
29,345	-	69,796	1
290,532 107,014	4 1	261,192 96,066	4 1
183,518	3	165,126	3
(5,996) 64,381 -	- - -	(4,001) 38,247 -	- - -
58,385	-	34,246	-
(3,099) 60 -	- - -	(2,689) (25) -	- - -
(3,039)	-	(2,714)	-
55,346	-	31,532	-
$ 238,864	3	196,658	3
$ 62,894 120,624	1 2	36,127 128,999	1 2
$ 183,518	3	165,126	3
$ 117,246 121,618	1 2	69,450 127,208	1 2
$ 238,864	3	196,658	3
$ $	0.30		0.17
	0.30		0.17

(See the attached note for the consolidated financial report) Chairman of the Board: Lee, Chung-Liang Manager: Lee, Chung-Liang

Accounting manager: Lai, Ming-Huei

Collins Co., Ltd. and Subsidiaries Consolidated Statement of Changes in Equity For the Years Ended December 31, 2019 and 2018

Collins Co., Ltd. and Subsidiaries	Collins Co., Ltd. and Subsidiaries	Collins Co., Ltd. and Subsidiaries	Collins Co., Ltd. and Subsidiaries	Collins Co., Ltd. and Subsidiaries	Collins Co., Ltd. and Subsidiaries	Collins Co., Ltd. and Subsidiaries	Collins Co., Ltd. and Subsidiaries	Collins Co., Ltd. and Subsidiaries	Collins Co., Ltd. and Subsidiaries	Collins Co., Ltd. and Subsidiaries	Collins Co., Ltd. and Subsidiaries	Collins Co., Ltd. and Subsidiaries	Collins Co., Ltd. and Subsidiaries	Collins Co., Ltd. and Subsidiaries	Collins Co., Ltd. and Subsidiaries	Collins Co., Ltd. and Subsidiaries	Collins Co., Ltd. and Subsidiaries
Consolidated Statement of Changes in Equity
For the Years Ended December 31, 2019 and 2018
																Unit: NT$1,000
					Equity attributable to shareholders of the parent
											Other equity items
							Retained earning			s

	Common stock		Capital surplus		Legal capital reserve		Special reserve		Undistribut ed earnings	Total	Exchange differences on translation of foreign financial statements		Unrealized (loss) profit of financial assets measured at fair value through other comprehensive income	Equity attributable to shareholders of the parent - Total		Non- controlling interest	Total equity
Balance as ofJanuary 1, 2018	$	2,091,111		73,692		652,480		234,397	128,161	1,015,038		(75,819)	(178,028)		2,925,994	2,281,914	5,207,908
Netprofit for thisperiod		-		-		-		-	36,127	36,127		-	-		36,127	128,999	165,126
Other comprehensive income(loss)in thisperiod		-		-		-		-	(534)	(534)		(4,390)	38,247		33,323	(1,791)	31,532
Total comprehensive income		-		-		-		-	35,593	35,593		(4,390)	38,247		69,450	127,208	196,658
Earnings appropriation and distribution:
Provision of legal reserve		-		-		3,805		-	(3,805)	-		-	-		-	-	-
Reversal of special reserve				-		-		(15,398)	15,398	-		-	-		-	-	-
Cash dividend for common stock		-		-		(35,549)		-	(48,096)	(83,645)			-		(83,645)	(173,792)	(257,437)
Changes in ownershipinterests in subsidiaries		-		-		-		-	(6,913)	(6,913)		-	-		(6,913)	-	(6,913)
Disposal of equity instruments measured at fair value through other comprehensive income		-		-		-		-	3,639	3,639		-	(3,639)		-	-	-
Balance as of December 31, 2018		2,091,111		73,692		620,736		218,999	123,977	963,712		(80,209)	(143,420)		2,904,886	2,235,330	5,140,216
Netprofit for thisperiod		-		-		-		-	62,894	62,894		-	-		62,894	120,624	183,518
Other comprehensive income(loss)in thisperiod		-		-		-		-	(3,915)	(3,915)		(6,114)	64,381		54,352	994	55,346
Total comprehensive income		-		-		-		-	58,979	58,979		(6,114)	64,381		117,246	121,618	238,864
Earnings appropriation and distribution:
Provision of legal reserve		-		-		3,613		-	(3,613)	-		-	-		-	-	-
Provision of special reserve		-		-		-		6,246	(6,246)	-		-	-		-	-	-
Cash dividend for common stock		-		-		-		-	(83,645)	(83,645)		-	-		(83,645)	(166,989)	(250,634)
Changes in ownershipinterests in subsidiaries		-		10,057		-		-	(14,994	(14,994)		-	-		(4,937)	42,298	37,361
Increase in non-controllinginterests		-		-		-		-	-	-		-	-		-	113,831	113,831
Disposal of equity instruments measured at fair value through other comprehensive income		-		-		-		-	(8,076)	(8,076)		-	8,076		-	-	-
Balance as of December 31, 2019	$	2,091,111		83,749		624,349		225,245	66,382	915,976		(86,323)	(70,963)		2,933,550	2,346,088	5,279,638

(See the attached note for the consolidated financial report) Manager: Lee, Chung-Liang

Chairman of the Board: Lee, Chung-Liang

Accounting manager: Lai, Ming-Huei

Collins Co., Ltd. and Subsidiaries

Consolidated Statements of Cash Flow

For the Years Ended December 31, 2019 and 2018

Unit: NT$1,000

Cash flows from (used in) operating activities: Profit before tax Adjustment items: Income and expenses Depreciation Amortization Expected credit impairment loss Interest expenses Interest revenue Dividend income Share of loss of associate(s) recognized using equity method Loss (Benefits) from disposal of property, plant and equipment Benefits from valuation of financial assets and financial liabilities Benefits from modification of lease contracts Income and expense items - Total Changes in operating assets/liabilities: Net changes in operating assets: Decrease in financial assets measured at fair value through profit or loss Decrease (Increase) in notes receivable Increase in accounts receivable Increase in inventory Decrease (Increase) in long-term notes receivable Decrease (increase) in other current assets (Increase) decrease in other financial assets Increase in lease receivables Net changes in operating assets - Total Net changes in operating liabilities: Increase (decrease) in financial liabilities measured at fair value through profit or loss Increase in contract liabilities Increase (Decrease) in notes payable Increase (Decrease) in accounts payable Increase (Decrease) in other current liabilities Decrease in net defined benefit liability Net changes in operating liabilities - Total Adjustment items - Total Cash inflow from operations Interest received Dividend received Interest paid Income tax paid Net cash inflow from operating activities Cash Flows from Investing Activities: Acquisition of financial assets measured at fair value through other comprehensive income Disposal of financial assets measured at fair value through other comprehensive income Refund of share subscription payments due to capital reduction of financial assets measured at fair value through other comprehensive income. Acquisition of investment accounted for using equity method Acquisition of subsidiaries (deducting cash obtained) Acquisition of Property, Plant and Equipment Disposal of Property, Plant and Equipment Increase in Guarantee Deposits Paid Acquisition of intangible assets Increase in other non-current assets Net cash flows used in investing activities Cash flows from (used in) financing activities: Increase in short-term loans Decrease in short-term loans Issuance of corporate bonds Repayment of long-term loan Decrease in guarantee deposits received Lease principal repayment Increase (decrease) in other non-current liabilities Distribution of cash dividends Dividends paid by subsidiary to non-controlling interest Changes in non-controlling interest of subsidiary Changes in non-controlling interest Net cash inflow from financing activities Effect of exchange rate changes on cash and cash equivalents Increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of the year		2019 $ 290,532		2018 261,192

		212,626 96,054 31,107 28,954 (11,136) (21,512) 7,195 2,007 (1,299) (188)		56,910 85,608 76,192 8,025 (11,007) (11,143) 2,802 (1,503) (8,400) -
		343,808		197,484
		74,984 (8,485) (33,320) (29,160) 6,838 23,329 (48,005) (13,859)		8,931 39,676 (323,442) (29,877) (5,085) (60,547) 17,221 (7,288)
		(27,678)		(360,411)
		144 8,896 (49,225) (94,925) 6,288 (40,844)		(455) 13,558 5,104 196,821 (12,400) (26,766)
		(169,666)		175,862
		146,464		12,935
		436,996 11,136 9,867 (21,146) (85,148)		274,127 11,007 11,143 (7,818) (80,682)
		351,705		207,777
		(3,773) 25,845 4,211 - (43,775) (55,840) 1,969 (10,964) (3,984) (19,331)		(10,800) 18,791 21,980 (70,000) - (549,091) 9,213 (2,405) (180) (25,585)
		(105,642)		(608,077)
		8,418,300 (8,437,993) 421,200 (5,665) (381) (130,067) - (83,645) (166,989) 5,492 84,013		4,917,325 (4,527,856) - - (651) - 8,277 (83,645) (173,792) (6,913) -
		104,265		132,745
		(7,784)		(6,372)
		342,544 532,457		(273,927) 806,384
		$ 875,001		532,457

(See the attached note for the consolidated financial report) Chairman of the Board: Lee, Chung-Liang Manager: Lee, Chung-Liang

Accounting manager: Lai, Ming-Huei

Independent Auditors’ Report

To the Board of Directors of Collins Co., Ltd.:

Opinion

We have audited the financial statements of Collins Co., Ltd. (“the Company”), which comprise the balance sheets as of December 31, 2019 and 2018, the statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants, and the 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 Financial Statements section of our report. We are independent of the Company in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China (“the Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Emphasis of Matters

We draw attention to Note 3(a) of the financial statements, which describes the Company applied IFRS 16 using the modified retrospective approach beginning on January 1, 2019. Our opinion is not modified in respect of this matter.

Key Audit Matters

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

1. Inventory valuation

Please refer to Note 4(g) “ Inventory ” for accounting policy, Note 5(a) for accounting assumption, judgements and estimation uncertainty of inventory and note 6(d) for the disclosure of the valuation of inventory to the financial statements.

Description of key audit matter:

The main inventory of Collins Co., Ltd. is apparel. Sales in the fashion industry can be extremely volatile with consumer demand changing significantly based on current trends, in addition to the prevalence of online sales, it is a significant impact on physical store sales. As a result there is a risk that the carrying value of inventory exceeds its net realizable value. Therefore, the valuation of inventory is one of the important matters while

accountants auditing the financial statements.

How the matter was addressed in our audit:

Evaluation the impairment of investment at equity method

Please refer to note 4(l)“Impairment of investment at equity method”for accounting policy, Note 5(b) for accounting assumption, judgements and estimation uncertainty of the financial statements and note 6(e) for the disclosure of the impairment of goodwill to the financial statements.

Description of key audit matter:

How the matter was addressed in our audit:

Our principal audit procedures included assessing the Company’s assumptions using publically available data in relation to key inputs such as projected growth rates, discount rates, margins, profit to cash conversion, cost inflation and foreign exchange. We applied sensitivities to the assumptions used by the Group in its impairment models; this included a consideration of the historical accuracy of the Company’s forecasting. To sense check, we compared the sum of the discounted cash flows to the Company’s market capitalisation to assess the reasonableness of those cash flows. For more recent acquisitions we compared actual results post acquisition to the results in the business case supporting the transaction. We also assessed whether the Company’s disclosures about the sensitivity of the outcome of the impairment assessment to changes in key assumptions properly reflected the risks.

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

Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

Those charged with governance (including the Audit Committee and Supervisor) are responsible for overseeing the Company’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an 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 financial statements.

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. 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 Company’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 Company’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 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 Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion of the Company.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period 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 Ming- Hung Huang and Chia-Chien Tang.

KPMG

Taipei, Taiwan (Republic of China) March 27, 2020

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COLLINS CO., LTD.
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BALANCE SHEETS

DECEMBER 31, 2019 AND 2018

UNIT: NT$1,000

2019.12.31	`％` 1 2 - 9 - - 5 - -	2019.12.31 Amount `％` $ 786,958 19 8,850 - 64 - 61,643 1 62,888 1 89,815 2	2018.12.31 Amount `％` 608,417 16 5,459 - 166 - 118,025 3 - - 95,714 2
Amount $ 26,854 100,085 4,257 386,320 10,000 1,587 232,066 12,396 16,544
		1,010,218 23	827,781 21
		119,625 3 126,401 3 3,429 - 53,514 1	107,318 3 - - 3,451 - 91,082 2
790,109	17
427,777 1,649,903 1,113,617 190,209 48,406 21,589 5,127	10 39 26 4 2 2 -
		302,969 7	201,851 5
		1,313,187 30	1,029,632 26
		2,091,111 50	2,091,111 53
		83,749 2	73,692 2
		624,349 15 225,245 5 66,382 2	620,736 16 218,999 6 123,977 3
3,456,628	83
		915,976 22	963,712 25
		(86,323) (2) (70,963) (2)	(80,209) (2) (143,420) (4)
		(157,286) (4)	(223,629) (6)
		2,933,550 70	2,904,886 74
		$ 4,246,737 100	3,934,518 100
$ 4,246,737	100

Chairman of the Board: Lee, Chung-Liang

(See the attached notes for the individual financial report) Manager: Lee, Chung-Liang

Accounting manager: Lai, Ming-Huei

Collins Co., Ltd.

Consolidated Statement of Profit or Loss

For the Years Ended December 31, 2019 and 2018

Unit: NT$1,000

2019	`％` 100 68	2018	`％` 100 72
Amount $ 1,507,446 1,030,564		Amount 1,908,390 1,368,828
476,882	32	539,562	28
357,113 130,237 21,669	24 9 1	386,493 166,147 77,226	20 9 4
509,019	34	629,866	33
(32,137)	(2)	(90,304)	(5)
59,854 (7,711) (11,254) 72,794	4 - (1) 5	59,277 2,246 (4,688) 93,959	3 - - 5
113,683	8	150,794	8
81,546 18,652	6 1	60,490 24,363	3 1
62,894	5	36,127	2
(3,304) 54,098 9,672 -	- 4 - -	493 50,373 (13,153) -	- 3 (1) -
60,466	4	37,713	2
(6,114) -	(1) -	(4,390) -	- -
	(1)	(4,390)	-
54,352	3	33,323	2
$ 117,246	8	69,450	4
$	0.30		0.17
$	0.30		0.17

(See the attached note for the consolidated financial report) Chairman of the Board: Lee, Chung-Liang Manager: Lee, Chung-Liang Accounting manager: Lai, Ming-Huei

Collins Co., Ltd.

Statements of Changes in Equity For the Years Ended December 31, 2019 and 2018

Unit: NT$1,000

Collins Co., Ltd.	Collins Co., Ltd.	Collins Co., Ltd.	Collins Co., Ltd.	Collins Co., Ltd.	Collins Co., Ltd.	Collins Co., Ltd.	Collins Co., Ltd.	Collins Co., Ltd.	Collins Co., Ltd.	Collins Co., Ltd.	Collins Co., Ltd.	Collins Co., Ltd.	Collins Co., Ltd.
Statements of Changes in Equity
For the Years Ended December 31, 2019 and 2018
Unit: NT$1,000


					Retained earnings					Other equity items
		Common stock	Capital surplus	Legal capital reserve	Special reserve	Undistributed earnings		Total		Exchange differences on translation of foreign financial statements	Unrealized (loss) profit of financial assets measured at fair value through other comprehensive income		Total equity
Balance as	of January 1, 2018	$ 2,091,111	73,692	652,480	234,397	128,161		1,015,038		(75,819)	(178,028)		2,925,994
Netprofit for thisperiod		-	-	-	-	36,127		36,127		-	-		36,127
Other comprehensive income(loss)in thisperiod		-	-	-	-	(534)		(534)		(4,390)		38,247	33,323
Total comprehensive income		-	-	-	-	35,593		35,593		(4,390)		38,247	69,450
Earnings appropriation and distribution:
Provision of legal reserve		-	-	3,805	-	(3,805)		-		-	-		-
Reversal of special reserve		-	-	-	(15,398)	15,398		-		-	-		-
Cash dividend for common stock		-	-	(35,549)	-	(48,096)		(83,645)		-	-		(83,645)
Changes in ownershipinterests in subsidiaries		-	-	-	-	(6,913)		(6,913)		-	-		(6,913)
Disposal of equity instruments measured at fair value through other comprehensive income		-	-	-	-		3,639		3,639			(3,639)	-
Balance as of December 31, 2018		2,091,111	73,692	620,736	218,999	123,977		963,712		(80,209)	(143,420)		2,904,886
Netprofit for thisperiod		-	-	-	-	62,894		62,894		-	-		62,894
Other comprehensive income(loss)in thisperiod		-	-	-	-	(3,915)		(3,915)		(6,114)	64,381		54,352
Total comprehensive income		-	-	-	-	58,979		58,979		(6,114)	64,381		117,246
Earnings appropriation and distribution:
Provision of legal reserve		-	-	3,613	-	(3,613)		-		-	-		-
Provision of special reserve		-	-	-	6,246	(6,246)		-		-	-		-
Cash dividend for common stock		-	-	-	-	(83,645)		(83,645)		-	-		(83,645)
Changes in ownershipinterests in subsidiaries		-	10,057	-	-	(14,994)		(14,994)		-	-		(4,937)
Disposal of equity instruments measured at fair value through other comprehensive income		-	-	-	-	(8,076)		(8,076)		-	8,076		-

Balance as of December 31, 2019		$ 2,091,111	83,749	624,349	225,245	66,382		915,976		(86,323)	(70,963)		2,933,550

(See the attached notes for the individual financial report) Manager: Lee, Chung-Liang

Chairman of the Board: Lee, Chung-Liang

Accounting manager: Lai, Ming-Huei

Collins Co., Ltd.

Statements of Cash Flows

For the Years Ended December 31, 2019 and 2018

2019 Cash flows from (used in) operating activities: Profit before tax $ 81,546 Adjustment items: Income and expenses items Depreciation 88,626 Amortization 540 Expected credit impairment loss 21,669 Interest expenses 11,254 Interest revenue (375) Dividend income (21,512) Share of subsidiaries and associates accounted for using equity method (72,794) Disposal of Plant, Property and Equipment (176) Loss from disposal of investment accounted for using equity method - Benefits from modification of lease contracts (188) Income and expense items - Total 27,044 Changes in operating assets/liabilities: Net changes in operating assets: Decrease (Increase) in notes receivable 386 Decrease (increase) in accounts receivable 17,131 Decrease in inventory 18,978 Decrease in other current assets 9,885 Decrease in other financial assets 977 Net changes in operating liabilities: Increase in contract liabilities 3,391 Increase (Decrease) in notes payable (102) Increase (Decrease) in accounts payable (53,711) Decrease in other current liabilities (6,150) Decrease in net defined benefit liability (40,872) Adjustment items - Total (23,043) Cash inflow (outflow) from operations 58,503 Interest received 375 Dividend received 68,314 Interest paid (11,003) Income tax paid (2,959) Net cash inflow from operating activities 113,230 Cash Flows from Investing Activities: Acquisition of financial assets measured at fair value through other comprehensive income (3,773) Disposal of financial assets measured at fair value through other comprehensive income 25,845 Refund of share subscription payments due to capital reduction of financial assets measured at fair value through other comprehensive income. 4,211 Acquisition of investment accounted for using equity method (143,716) Refund of share subscription payments due to settlement, liquidation, and capital reduction of investment accounted for using equity method 8,345 Acquisition of Property, Plant and Equipment (14,581) Disposal of Property, Plant and Equipment 176 Decrease in guarantee deposits paid 3,168 Decrease in other accounts receivable - related party- - Increase in other non-current assets (4,806) Net cash flows used in investing activities (125,131) Cash flows from (used in) financing activities: Increase in short-term loans 7,313,393 Decrease in short-term loans (7,134,852) Decrease in guarantee deposits received (22) Lease principal repayment (77,237) Distribution of cash dividends (83,645) Net cash inflow from financing activities 17,637 Increase (decrease) in cash and cash equivalents 5,736 Cash and cash equivalents at beginning of year 21,118 Cash and cash equivalents at end of the year $ 26,854	2019 $ 81,546	Unit: NT$1,000 2018 60,490 13,688 442 77,226 4,688 (220) (11,074) (93,959) (1,253) 490 - (9,972) (659) (219,814) 64,117 67 1,186 5,459 74 39,996 (7,577) (25,740) (152,863) (92,373) 220 125,279 (4,481) (3,158) 25,487 (10,800) 9,857 21,980 (74,794) 7,082 (282,080) 7,858 2,743 11,884 (571) (306,841) 3,872,560 (3,742,143) (10) - (83,645) 46,762 (234,592) 255,710 21,118
	88,626 540 21,669 11,254 (375) (21,512) (72,794) (176) - (188)
	27,044
	386 17,131 18,978 9,885 977 3,391 (102) (53,711) (6,150) (40,872)
	(23,043)
	58,503 375 68,314 (11,003) (2,959)
	113,230
	(125,131)
	7,313,393 (7,134,852) (22) (77,237) (83,645)
	17,637
	5,736 21,118
	$ 26,854

(See the attached notes for the individual financial report) Chairman of the Board: Lee, Chung-Liang Manager: Lee, Chung-Liang

Accounting manager: Lai, Ming-Huei

Collins Co., Ltd.

Comparison Table of “Rules and Procedures for Board of Directors

Meeting” Before and After Amendments (Attachment IV)

	After the Amendment		Before the Amendment	Description
	Article 3: A board of directors shall meet at least quarterly. The reasons for calling a board of directors meeting shall be notified to each director at least seven days in advance. In emergency circumstances, however, a meeting may be called on shorter notice. The notice set forth in the preceding paragraph may be effected by means of paper work, email, or fax. All matters set out in the subparagraphs of Article 7, paragraph 1, shall be specified in the notice of the reasons for calling a board of directors meeting; none of them may be raised by an extraordinary motion except in the case of an emergency or legitimate reason.		Article 3: A board of directors shall meet at least quarterly. The reasons for calling a board of directors meeting shall be notified to each director and supervisorat least seven days in advance. In emergency circumstances, however, a meeting may be called on shorter notice. The notice set forth in the preceding paragraph may be effected by means of paper work, email, or fax. All matters set out in the subparagraphs of Article 7, paragraph 1, shall be specified in the notice of the reasons for calling a board of directors meeting; none of them may be raised by an extraordinary motion except in the case of an emergency or legitimate reason.	Handled in accordance with the Regulations Governing Establishm ent of An Audit Committee.
	Article 10: If the Board of Directors’meetings is convened by the Chairperson of the Board, the Chairperson of the board shall serve as the chairperson of the meetings. However, where the first meeting of each newly elected board of directors is called by the director who received votes representing the largest portion of voting rights at the shareholders' meeting in which the directors were elected, the meeting shall be chaired by that director; if there are two or more directors so entitled to call the meeting, they shall choose one person by and from among themselves to chair the meeting. According to Article 203, Paragraph 4 or Article 203-1, Paragraph 3 of the Company Act, the majority or more of the directors may convene the meeting on their own, and the directors shall select one director from among themselves to serve as chairperson of the meeting. In case the Chairman is on leave or absent or cannot exercise his power and authority for anycause,the Chairman shall designate one		Article 10: Board of Directors' meetings shall be convened and chaired by the Chairman of the Board. However, where the first meeting of each newly elected board of directors is called by the director who received votes representing the largest portion of voting rights at the shareholders' meeting in which the directors were elected, the meeting shall be chaired by that director; if there are two or more directors so entitled to call the meeting, they shall choose one person by and from among themselves to chair the meeting. In case the Chairman is on leave or absent or cannot exercise his power and authority for any cause, the Chairman shall designate one of the directors to act on his behalf. In the absence of such a designation, the directors shall elect from among themselves an acting Chairman.	I. Paragraph 1 was amended only in wordings, not in substance. II. A paragraph was added and stipulates that the majority or more of the directors elect may convene the meeting on their own.

of the directors to act on his behalf. In the absence of such a designation, the directors shall elect from among themselves an acting Chairman.

of the directors to act on his behalf. In the absence of such a designation, the directors shall elect from among themselves an acting Chairman.	of the directors to act on his behalf. In the absence of such a designation, the directors shall elect from among themselves an acting Chairman.
	Article 16: If any director or a juristic person represented by a director is an interested party with respect to any agenda item, the director shall state the important aspects of the interested party relationship at the respective meeting. When the relationship is likely to prejudice the interests of the company, the director may not participate in discussion or voting on that agenda item, and further, shall enter recusal during discussion and voting on that item and may not act as another director's proxy to exercise voting rights on that matter. Where the spouse or a blood relative within the second degree of kinship of a director, or a company which has a controlling or subordinate relation with a director, is an interested party with respect to an agenda item as described in the preceding paragraph, such director shall be deemed to be an interested party with respect to that agenda item. The provisions of Article 180, paragraph 2 of the Company Act, as applied mutatis mutandis under Article 206, paragraph 4 of that Act, apply to resolutions of board of directors meetings when a director is prohibited by the preceding two paragraphs from exercising voting rights.	Article 16: If any director or a juristic person represented by a director is an interested party with respect to any agenda item, the director shall state the important aspects of the interested party relationship at the respective meeting. When the relationship is likely to prejudice the interests of the company, the director may not participate in discussion or voting on that agenda item, and further, shall enter recusal during discussion and voting on that item and may not act as another director's proxy to exercise voting rights on that matter. The provisions of Article 180, paragraph 2 of the Company Act, as applied mutatis mutandis under Article 206, paragraph 4 of that Act, apply to resolutions of board of directors meetings when a director is prohibited by the preceding two paragraphs from exercising voting rights.	A paragraph was added and stipulates that where the spouse, a relative within the second degree of kinship of a director, or any company which has a controlling or subordinate relation with a director has interests in the matters under discussion in the meeting, the director shall be deemed to have a personal interest in the matter.
	Article 17: Minutes shall be prepared of the discussions at board of directors meetings. The meeting minutes shall record the following: I. Session (or year), time, and place of meeting. II. Name of the Chairman. III. Attendance of directors at the meeting, specifying the names and number of members present, excused, and absent. IV. Names and titles of those attending the meetingas nonvoting participants.	Article 17: Minutes shall be prepared of the discussions at board of directors meetings. The meeting minutes shall record the following: I. Session (or year), time, and place of meeting. II. Name of the Chairman. III. Attendance of directors at the meeting, specifying the names and number of members present, excused, and absent. IV. Names and titles of those attending	Handled in accordance with the Regulations Governing Establishm ent of An Audit Committee.

V. Name of minutes taker.

VI. Matters reported on.

VII. Agenda items: the method of resolution and the result for each proposal; a summary of the comments made by directors, experts, or other persons; the name of any director that is an interested party as referred to in paragraph 1 of the preceding article, an explanation of the important aspects of the relationship of interest, the reasons why the director was required or not required to enter recusal, and the status of their recusal; opinions expressing objections or reservations at the meeting that were included in records or stated in writing; and any opinion issued in writing by an independent director under Article 7, paragraph 5.

VIII. Extraordinary motions: the name of the mover; the method of resolution and the result for each motion; a summary of the comments made by directors, experts, or other persons; the name of any director that is an interested party as referred to in paragraph 1 of the preceding article, an explanation of the important aspects of the relationship of interest, the reasons why the director was required or not required to enter recusal, and the status of their recusal; opinions expressing objections or reservations at the meeting that were included in records or stated in writing. IX. Other matters required to be recorded. Any of the following matters in relation to a resolution passed at a meeting of the board of directors shall be stated in the meeting minutes and within two days of the meeting be published on an information reporting website designated by the competent authority:

I. Any matter about which an independent director expresses an objection or reservation that has been included in records or stated in writing.

II. If the company has an audit committee, any matter that has not been passed by the audit committee, but has been adopted with the approval of two-thirds or more of all board directors without having been passed by the audit committee. The attendance book forms a part of the minutes for each board of directors meeting

the meeting as nonvoting participants. V. Name of minutes taker. VI. Matters reported on. VII. Agenda items: the method of resolution and the result for each proposal; a summary of the comments made by directors, supervisors, experts, or other persons; the name of any director that is an interested party as referred to in paragraph 1 of the preceding article, an explanation of the important aspects of the relationship of interest, the reasons why the director was required or not required to enter recusal, and the status of their recusal; opinions expressing objections or reservations at the meeting that were included in records or stated in writing; and any opinion issued in writing by an independent director under Article 7, paragraph 5. VIII. Special motion: Name of proposer, the voting method, and result of each proposed resolution; speech summary of Directors, Supervisors, professionals and other persons; name of Director having a personal interest pursuant to the Paragraph 1 of the preceding article; description of major aspects of the interest; the reasons for recusal or nonrecusal; the circumstances of recusal and objections or reservations which are on the record or in writing. IX. Other matters required to be recorded.

Any of the following matters in relation to a resolution passed at a meeting of the board of directors shall be stated in the meeting minutes and within two days of the meeting be published on an information reporting website designated by the competent authority:

I. Any matter about which an independent director expresses an objection or reservation that has been included in records or stated in writing.

II. If the company has an audit committee, any matter that has not been passed by the audit committee,

and shall be well preserved during the existence of the company. The minutes of a board of directors meeting shall bear the signature or seal of both the meeting chair and the minutes taker; a copy of the minutes shall be distributed to each director within 20 days after the meeting and well preserved as important company records during the existence of the company. The meeting minutes set out in Paragraph 1 may be prepared and distributed by electronic means.	but has been adopted with the approval of two-thirds or more of all board directors without having been passed by the audit committee. The attendance book forms a part of the minutes for each board of directors meeting and shall be well preserved during the existence of the company. The minutes of a board of directors meeting shall bear the signature or seal of both the meeting chair and the minutes taker; a copy of the minutes shall be distributed to each director andsupervisorwithin 20 days after the meeting and well preserved as important company records during the existence of the company. The meeting minutes set out in Paragraph 1 may be prepared and distributed byelectronic means.
Article 19 The regulations were established on April 26th, 2006, and enforced on January 1st, 2007.96`年`1`月`1`日` (Remaining text omitted) The fifth revision was approved by the Board of Directors on November 8th, 2017. The sixth revision was approved by the Board of Directors on March 27th,2020.	Article 19 The regulations were established on April 26th, 2006, and enforced on January 1st, 2007.96`年`1`月`1`日` (Remaining text omitted) The fifth revision was approved by the Board of Directors on November 8th, 2017.	Added the amendment date.

Collins Co., Ltd.

Comparison Table of “Rules Governing the Conduct of Shareholders Meeting ” Before and After Amendments (Attachment V)

	After the Amendment	Before the Amendment	Description
	Article 9 If the shareholders'meeting is convened by the board of directors, the proceedings shall be determined by the board of directors. The relevant motions (including the extraordinary motions and the amendments to the original motion) shall be voted on in a proposal-by-proposal manner.The meeting shall proceed in accordance with the said proceedings and the proceedings shall not be changed without a resolution made by the shareholders meeting. The provisions of the preceding paragraph apply mutatis mutandis to a shareholders' meeting convened by a party with the power to convene that is not the Board of Directors. 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. 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. In case the Chair declares the meeting adjourned in violation of the Rules of Procedure, an acting Chair may be elected by agreement of a majority of the votes represented by the attending shareholders, and then the meeting may be continued. Article 9-1 Shareholder(s) holding more than one percent (1%) of the total number of issued and outstanding shares of the Company may propose to the Company a proposal for discussion at the regular shareholders’ meeting, provided that only one matter shall be allowed in each single proposal, and in case a proposal contains more than	Article 9 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. The provisions of the preceding paragraph apply mutatis mutandis to a shareholders' meeting convened by a party with the power to convene that is not the Board of Directors. 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. 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. In case the Chair declares the meeting adjourned in violation of the Rules of Procedure, an acting Chair may be elected by agreement of a majority of the votes represented by the attending shareholders, and then the meeting may be continued.	1. Implemented the proposal- by-proposal basis and slightly amended the wording. . 2. Added Article 9-1 that empowered shareholders holding one percent (1%) or more of the outstanding shares to have the right to propose a motion.

one matter,

such proposal shall not be included in the agenda. However, if the proposed proposal is a piece of advice that urges the Company to advance public interests or fulfills its social responsibility, the board of director may still include such proposal into the agenda. If a shareholder's proposal

contains circumstances in Paragraph 4, Article 172-1 of the Company Act, the Board of Directors may not include the proposal into the agenda.

Prior to the date on which share transfer registration is suspended before the convention of the Annual General Shareholders’ Meeting, the Company shall give a public notice announcing the way of accepting shareholders proposals by written form or electronic transmission, the place and the period for shareholders to submit proposals to be discussed at the meeting; and the period for accepting such proposals shall not be less than ten (10) days.

The number of words of a proposal to be submitted by a shareholder shall be limited to not more than three hundred (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 Annual General Shareholders’ Meeting where his proposal is to be discussed and shall take part in the discussion of such proposal.

The Company shall, prior to preparing and delivering the shareholders’ meeting notice, inform, by a notice, all the proposal submitting shareholders of the proposal screening results, and shall list in the shareholders’ meeting notice the proposals conforming to the requirements set forth 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 at the shareholders’ meeting to be convened.

	Article 11 If a shareholder appoints a proxy to attend a shareholders’meeting in his place, the shareholder shall issue a power of attorney in the form printed by the Company setting forth the scope of vested powers. One shareholder may only submit one power of attorney and may only appoint one proxy. Such power of attorney shall be received by the Company five days prior to the meeting. In the event of duplicate powers of attorney, the one first received shall govern. However, this restriction does not apply to the withdrawal of prior proxy engagements. A shareholder wishing to speak in a shareholders meeting shall first fill out a slip, specifying therein the major points of his speech, his serial number as a shareholder (or number of attendance) and his name, and the chairman shall determine his order of giving a speech. A shareholder who submits his slip for a speech but does not actually speak shall be considered as not having given a speech. If the contents of speech are inconsistent with the contents of speaker's slip, the contents of speech shall prevail. When a shareholder is giving a speech, the other shareholders shall not interrupt unless they have obtained the prior consent from the chairman and the said shareholder, and the chairman shall prevent others from interrupting.	Article 11 A shareholder wishing to speak in a shareholders meeting shall first fill out a slip, specifying therein the major points of his speech, his serial number as a shareholder (or number of attendance) and his name, and the chairman shall determine his order of giving a speech. A shareholder who submits his slip for a speech but does not actually speak shall be considered as not having given a speech. If the contents of speech are inconsistent with the contents of speaker's slip, the contents of speech shall prevail. When a shareholder is giving a speech, the other shareholders shall not interrupt unless they have obtained the prior consent from the chairman and the said shareholder, and the chairman shall prevent others from interrupting.	Added a clause which stipulates that a shareholder may submit a power of attorney and appoint a proxy to attend the meeting, and other related matters.
	Amended and passed by the Shareholders' Meeting on April 29th, 1988 (Remaining text omitted) Amended and passed by the Shareholders' Meeting on June 10th, 2015. Amended and passed by the Shareholders' Meeting on June 18th, 2020.	Amended and passed by the Shareholders' Meeting on April 29th, 1988 (Remaining text omitted) Amended and passed by the Shareholders' Meeting on June 10th, 2015.	Added the amendment date.

(Appendix I)

Collins Co., Ltd.

Rules and Procedures for Board of Directors Meeting

November 8th, 2017 Version

Article 1. These Regulations are adopted pursuant to Article 26-3, paragraph 8, of the Securities and Exchange Act .
Article 2. A public company shall adopt rules of procedure for meetings of its board of directors; the main agenda items, operational procedures, required content of meeting minutes, public announcements, and other compliance requirements for board meetings shall be handled in accordance with these Regulations.
Article 3. A board of directors shall meet at least quarterly. The reasons for calling a board of directors meeting shall be notified to each director and supervisor at least seven days in advance. In emergency circumstances, however, a meeting may be called on shorter notice. The notice set forth in the preceding paragraph may be effected by means of paper work, email, or fax. All matters set out in the subparagraphs of Article 7, paragraph 1, shall be specified in the notice of the reasons for calling a board of directors meeting; none of them may be raised by an extraordinary motion except in the case of an emergency or legitimate reason.
Article 4. A board of directors meeting shall be held at the location and during the business hours of the company, or at a place and time convenient to all directors and suitable for holding such a meeting.
Article 5. The board of directors of the Company shall appoint the Chairman’s Office as meeting affairs unit, which shall prepare agenda items for board of directors meetings and provide comprehensive pre-meeting materials, to be sent together with the notice of the meeting. A director of the opinion that the pre-meeting materials provided are insufficiently comprehensive may request the meeting affairs unit to supplement the materials. If a director is of the opinion that materials concerning any proposal are insufficient in content, the deliberation of such proposal may be postponed by a resolution of the board of directors.

		of the opinion that materials concerning any proposal are insufficient in content, the deliberation of such proposal may be postponed by a resolution of the board of directors.	of the opinion that materials concerning any proposal are insufficient in content, the deliberation of such proposal may be postponed by a resolution of the board of directors.
Article	6.	Agenda items for regular board of directors meetings shall include at least the following:
		I.	Report items:
			(I) Minutes of the last meeting and actions arising.
			(II) Reporting on important financial and business matters.
			(III) Reporting on internal audit activities.
			(IV) Other important matters to be reported.
		II.	Discussion:
			(I) Items discussed and continued from the last meeting.
			(II) Items for discussion at this meeting
		III.	Extraordinary motions.
Article	7.	The	Company shall submit the following items for discussion by the board of directors:
		I.	Corporate business plan.
		II.	Annual and semi-annual financial reports, with the exception of semi-annual
			financial reports which, under relevant laws and regulations, need not be audited and
			attested by a certified public accountant (CPA)
		III.	Adoption or amendment of an internal control system and an assessment of the
			effectiveness of the internal control system.
		IV.	Adoption or amendment of handling procedures for financial or operational actions
			of material significance, such as acquisition or disposal of assets, derivatives trading,
			extension of monetary loans to others, and endorsements or guarantees for others.

V. Offering, issuance or private placement of any equity based securities.
VI. The appointment or discharge of a financial, accounting, or internal audit officer.
VII. Donations to related parties or major donations to non-related parties; provided, however, that a public-interest donation of disaster relief for a major natural disaster may be submitted to the following board of directors meeting for retroactive recognition.
VIII. Any matter required by Article 14-3 of the Act or any other law, regulation, or bylaw to be approved by resolution at a shareholders' meeting or board of directors meeting, or any such significant matter as may be prescribed by the competent authority.

The term "related party" in subparagraph 7 of the preceding paragraph means a related party as defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers. The term "major donation to a non-related party" means any individual donation, or cumulative donations within a 1-year period to a single recipient, at an amount of NTD100 million or more, or at an amount equal to or greater than 1 percent of net operating revenue or 5 percent of paid-in capital as stated in the CPA-attested financial report for the most recent year.

The term "within a 1-year period" in the preceding paragraph means a period of 1 year calculated retroactively from the date on which the current board of directors meeting is convened.

Amounts already submitted to and passed by a resolution of the board are exempted from inclusion in the calculation.

At least one independent director shall attend each meeting in person. In the case of a meeting concerning any matter required to be submitted for a resolution by the board of directors under paragraph 1, each independent director shall attend in person; if an independent director is unable to attend in person, he or she shall appoint another independent director to attend as his or her proxy. If an independent director expresses any objection or reservation about a matter, it shall be recorded in the board meeting minutes. An independent director intending to express an objection or reservation but unable to attend the meeting in person shall, unless there is some legitimate reason to do otherwise, issue a written opinion in advance, which shall be recorded in the meeting minutes.

Article 8. Apart from matters referred to in paragraph 1 of the preceding article, which are required to be submitted for discussion by the board of directors, when the board of directors delegates any exercise of its powers pursuant to laws or regulations or the company's articles of incorporation, matters such as the level and substance of the delegation shall be concretely and specifically set out.
Article 9. When a meeting of the board of directors is held, an attendance book shall be made ready by the Company for signature by directors attending the meeting and thereafter made available for future reference. All board directors shall attend board meetings in person; if attendance in person is not possible, they may, pursuant to the Company's Articles of Incorporation, appoint another director to attend as their proxy. Attendance via tele- or video-conference is deemed as attendance in person. A director appointing another director to attend a board meeting in his or her place shall in each case give to that director a written proxy stating the scope of authorization with respect to the reasons for meeting. A proxy under paragraph 2 may accept a proxy from one person only.
Board of Directors' meetings shall be convened and chaired by the Chairman of the Board. However, where the first meeting of each newly elected board of directors is called by the director who received votes representing the largest portion of voting rights at the shareholders' meeting in which the directors were elected, the meeting shall be chaired by that director; if there are two or more directors so entitled to call the meeting, they shall choose one person by and from among themselves to chair the meeting.

Article 10. In case the Chairman is on leave or absent or cannot exercise his power and authority for any cause, the Chairman shall designate one of the directors to act on his behalf. In the absence of such a designation, the directors shall elect from among themselves an acting Chairman. When holding a meeting of the board of directors, a company may, as necessary for the agenda items of the meeting, notify personnel of relevant departments or subsidiaries to attend the meeting as nonvoting participants. When necessary, the company may also invite certificated public accounts, attorneys, or other professionals to attend as nonvoting participants and to make explanatory statements, provided that they shall leave the meeting when deliberation or voting takes place.
Article 11. When the time of a meeting has arrived and one-half all board directors are not present, the meeting chair may announce postponement of the meeting time, provided that only two postponements may be made. If the quorum is still not met after two such delays, the chair shall re-call the meeting following the procedures provided in Article 3, paragraph 2.
Article 12. The term "all board directors " as used in the preceding paragraph and in Article 17, paragraph 2, subparagraph 2 shall be calculated as the number of directors then in office.
Article 13. A board of directors meeting shall be conducted in accordance with the order of business on the agenda as specified in the meeting notice. However, the order may be changed with the approval of a majority of directors present at the meeting.
The meeting chair may not declare the meeting closed without the approval of a majority of directors present at the meeting.
If at any time during the proceeding of a board of directors meeting the directors sitting at the meeting are not more than half of the directors present at the meeting, then upon motion by the directors sitting at the meeting, the chair shall declare a suspension of meeting, in which case paragraph 1 of the preceding article shall apply mutatis mutandis.
Article 14. When the chair at a board of directors meeting is of the opinion that a matter has been sufficiently discussed to a degree of putting to a vote, the chair may announce the discussion closed and bring the matter to vote.
When a proposal comes to a vote at a Board meeting, if the chair puts the matter before all Directors present at the meeting and none voices an objection, the matter is deemed approved. If objection is voiced when enquired by the Chairman, the matter shall be put to a vote. The chair shall decide to adopt which of the following voting methods. In case of a dissent by an attendee, the voting method shall be decided by a majority of the attending directors.
I. By a show of hands or a voting machine.
II. By voicing votes.
III. By casting ballots.
IV. Methods adopted by the Company.
"All directors present at the meeting" in the preceding two paragraphs does not include directors prohibited from exercising voting rights pursuant to Article 16, paragraph 1.
Article 15. Except as otherwise stated in the Act or in the Company Act, a resolution on a matter at a board of directors meeting requires the approval of a majority of the directors present at the meeting that shall be attended by a majority of all directors.
When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. If one of the above proposals is approved by vote, the rest is deemed rejected, and no further vote is required.

If the voting requires ballot supervisors and ballot counters, the Chairman shall appoint those personnel. The ballot supervisors shall be Directors.

The voting results shall be announced immediately at the meeting and recorded in the minutes.

Article 16. If any director or a juristic person represented by a director is an interested party with respect to any agenda item, the director shall state the important aspects of the interested party relationship at the respective meeting. When the relationship is likely to prejudice the interests of the company, the director may not participate in discussion or voting on that agenda item, and further, shall enter recusal during discussion and voting on that item and may not act as another director's proxy to exercise voting rights on that matter.
The provisions of Article 180, paragraph 2 of the Company Act, as applied mutatis mutandis under Article 206, paragraph 4 of that Act, apply to resolutions of board of directors meetings when a director is prohibited by the preceding two paragraphs from exercising voting rights.
Article 17. Article 17: Minutes shall be prepared of the discussions at board of directors meetings. The meeting minutes shall record the following:
I. Session (or year), time, and place of meeting.
II. Name of the Chairman.
III. Attendance of directors at the meeting, specifying the names and number of members present, excused, and absent.
IV. Names and titles of those attending the meeting as nonvoting participants.
V. Name of minutes taker.
VI. Matters reported on.
VII. Agenda items: the method of resolution and the result for each proposal; a summary of the comments made by directors, supervisors, experts, or other persons; the name of any director that is an interested party as referred to in paragraph 1 of the preceding article, an explanation of the important aspects of the relationship of interest, the reasons why the director was required or not required to enter recusal, and the status of their recusal; opinions expressing objections or reservations at the meeting that were included in records or stated in writing; and any opinion issued in writing by an independent director under Article 7, paragraph 5.
VIII. Special motion: Name of proposer, the voting method, and result of each proposed resolution; speech summary of Directors, Supervisors, professionals and other persons; name of Director having a personal interest pursuant to the Paragraph 1 of the preceding article; description of major aspects of the interest; the reasons for recusal or non-recusal; the circumstances of recusal and objections or reservations which are on the record or in writing.
IX. Other matters required to be recorded.
Any of the following matters in relation to a resolution passed at a meeting of the board of directors shall be stated in the meeting minutes and within two days of the meeting be published on an information reporting website designated by the competent authority:
I. Any matter about which an independent director expresses an objection or reservation that has been included in records or stated in writing.
II. If the company has an audit committee, any matter that has not been passed by the audit committee, but has been adopted with the approval of two-thirds or more of all board directors without having been passed by the audit committee.
The attendance book forms a part of the minutes for each board of directors meeting and shall be well preserved during the existence of the company.

The minutes of a board of directors meeting shall bear the signature or seal of both the meeting chair and the minutes taker; a copy of the minutes shall be distributed to each director and supervisor within 20 days after the meeting and well preserved as important company records during the existence of the company.

The meeting minutes set out in Paragraph 1 may be prepared and distributed by electronic means.

Article 18. The Company shall record on audio or video tape the entire proceedings of a board of directors meeting, and preserve the recordings for at least five years, in electronic form or otherwise. If before the end of the preservation period referred to in the preceding paragraph any litigation arises in connection with a resolution of a board of directors meeting, the relevant audio or video recordings shall continue to be preserved until the litigation is concluded. Where a board of directors meeting is held via tele- or video conferencing, the audio and visual documentation of the meeting form a part of the meeting minutes and shall be well preserved during the existence of the Company.
Article 19. This regulation was established on April 26th, 2006 and enforced on January 1st, 2007. The first revision was approved by the Board of Directors on April 22nd, 2008. (Remaining text omitted)

The fifth revision was approved by the Board of Directors on November 8th, 2017.

(Appendix II)

Collins Co., Ltd. Rules Governing the Conduct of Shareholders Meeting

June 10th, 2015 Version

I. The Shareholders' Meeting of the Company shall be proceeded with in accordance with these Rules unless the law provides otherwise.
II. The Company shall prepare an attendance book for shareholders to sign in, or the shareholder present may hand in an attendance card in lieu of signing on the attendance book. The number of shares representing shareholders present in the meeting shall be calculated in accordance with those indicated on the attendance book or the attendance cards .
The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations.
III. The presence of shareholders in a shareholders meeting and their voting thereof shall be calculated in accordance with the number of shares. As such, head counts are not required.
IV. The place for convening a shareholders meeting shall be held inside the premises of the Company, or any other place convenient for presence of shareholders, and suitable for holding of the said meeting. The time for commencing the said meeting shall not be earlier than 9 o'clock in the morning or later than 3 o'clock in the afternoon.
Notice shall be delivered to shareholders at least 30 days before the date of a regular shareholders meeting or 15 days before the date of a special shareholders meeting The notice of the meeting shall specify the date and place of the meeting, the reason for convening the meeting, the time for accepting the registration of the shareholders, the location of the registration place, and the ability to exercise their voting rights in writing or electronically and other matters to be noted.
V. A shareholders' meeting shall be chaired by the chairperson of the Board, unless otherwise specified by the Company Act. When the chairperson of the Board is on leave or for any reason unable to exercise the powers of the chairperson, the chairperson shall appoint one of the directors of the Board to act as chair. Where the chairperson does not make such a designation, the directors of the Board shall select from among themselves one person to serve as chair. If the chairman has not appointed a representative or the designated Director cannot perform his/her duties for some reason, the meeting chair shall be elected from among the Directors present. When there are two (2) or more persons with the right to convene, they shall choose one from among themselves.
VI. The Company may appoint its attorneys, certified public accountants, or related persons to attend a Shareholders Meeting with a non-voting capacity. The staff involved in the meeting affairs shall wear identification cards or armbands.
VII. The Company shall record with an audio or video tape the whole proceedings of the shareholders meeting, and said video tape or audio tape shall be kept for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.
VIII. The chair shall call the meeting to order when shareholders (or proxies) having majority of the outstanding shares have been present at the meeting. If the shareholders present do not represent a majority of the total amount of issued shares at the scheduled meeting time, the chairman may postpone the meeting, provided, however, that the postponement of the said meeting shall be limited to two times, and the total time postponed shall not exceed one hour. If after doing so the shareholders present still do not constitute a quorum but have exceed one

third of the shares issued, the chairman may present the tentative resolution so adopted to the meeting for resolution by consent of a majority of the shareholders present. If after the tentative resolution in the preceding paragraph is made, the number of shares represented by the shareholders (or proxies) present has constituted a quorum, the chairman may submit the tentative resolution to the shareholder’s meeting for retrospective adoption. IX. 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. The provisions of the preceding paragraph apply mutatis mutandis to a shareholders' meeting convened by a party with the power to convene that is not the Board of Directors. 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. 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. In case the Chair declares the meeting adjourned in violation of the Rules of Procedure, an acting Chair may be elected by agreement of a majority of the votes represented by the attending shareholders, and then the meeting may be continued. X. Except for the motions originally listed on the agenda, other motions such as amendment to the original motions, alternative to the original motions, or extraordinary motions that are raised by a shareholder (or proxy) shall be seconded by another shareholder (or proxy). The same shall apply to motions to change the agenda or dismiss the meeting. XI. A shareholder wishing to speak in a shareholders meeting shall first fill out a slip, specifying therein the major points of his speech, his serial number as a shareholder (or number of attendance) and his name, and the chairman shall determine his order of giving a speech. A shareholder who submits his slip for a speech but does not actually speak shall be considered as not having given a speech. If the contents of speech are inconsistent with the contents of speaker's slip, the contents of speech shall prevail. When a shareholder is giving a speech, the other shareholders shall not interrupt unless they have obtained the prior consent from the chairman and the said shareholder, and the chairman shall prevent others from interrupting. XII. A shareholder shall not speak more than two times for one motion, unless he has obtained the prior consent from the chairman, and each speech shall not exceed 5 minutes. If a shareholder violates the above provisions or his speech exceeds the scope of the motion, the chairman may prevent him from doing so. XIII. A corporate shareholder being entrusted to attend in a shareholders meeting may designate only one representative to represent it in the meeting. If a corporate shareholder which designates two or more representatives to represent it at the shareholders meeting, only one of the representatives so designated may speak on any one motion. XIV. After a shareholder has given a speech, the chairman may personally or designate relevant person to respond. XV. When the chairman considers that the discussion for a motion has reached the extent for making a resolution, he may announce discontinuance of the discussion and submit the motion for resolution. Deliberation or voting shall not be conducted unless it is a motion. XVI. The persons for supervising the casting of votes and the counting thereof for resolutions shall be designated by the chairman, provided, however, that the person supervising the casting of votes shall be a shareholder. The results of resolution(s) shall be announced in the meeting, and recorded in the meeting minutes. XVII. During the proceedings of a meeting, the chairman may consider the schedule and announce for a break.

XVIII. Unless otherwise specifically provided for in the Company Law or the Articles of Incorporation of the Company, resolutions shall be adopted by a majority vote at a meeting attended by the shareholders. A motion is deemed to have passed when no attending shareholders gave the dissents after being inquired by the chair and the effect thereof is the same as a vote.
XIX. If there shall be an amendment or alternative to one motion, the chairman may combine the amendment or alternative into the original motion, and determine their orders for resolution. any one of the above shall be resolved, the others shall be considered as rejected, upon which no further resolution shall be required.
XX. The chairman may direct disciplinary personnel (or security personnel) to maintain the order of the meeting. For doing so they shall wear a badge bearing the words of "disciplinary personnel".
XXI. Shareholders shall abide by the instructions of the chairman or disciplinary personnel (or security personnel) that aim to maintain the order of the meeting. The chairman or disciplinary personnel (or security personnel) may escort those obstructing the meeting from the meeting place.
XXII. Matters not specified in these Rules shall be handled in accordance with the provisions of the Company Act, Securities and Exchange Act and other relevant laws and regulations.
XXIII. These Rules are enforced only after they have been approved by the Shareholders' Meeting. The same applies to the amendments to these Rules.

Amended and approved by the Shareholders' Meeting on April 29th, 198877 年 4 月 29 日 (Remaining text omitted)

Amended and passed by the Shareholders' Meeting on June 10th, 2015.

(Appendix III)

Collins Co., Ltd.

Articles of Incorporation

June 18th, 2019 Version

Chapter I General Provisions

Article 1. Pursuant to the Company Act, the Company is named 高林實業股份有限公司 in Chinese and Collins Co., Ltd in English.
Article 2. The scope of the Company business goes as follows:
CD01030 Automobiles and Parts Manufacturing
CN01010 Furniture and Fixtures Manufacturing
CO01010 Tableware Products Manufacturing
CP01010 Hand Tool Manufacturing
C306010 Outerwear Knitting Mill
C307010 Apparel, Clothing Accessories and Other Textile Product Manufacturing
C399990 Other Textile Products
F103010 Wholesale of Animal Feeds
F104110 Wholesale of Cloths, Clothes, Shoes, Hat, Umbrella and Apparel, Clothing Accessories and Other Textile Products
F105050 Wholesale of Furniture, Bedclothes Kitchen Equipment and Fixtures
F106010 Wholesale of Ironware
F107050 Wholesale of Manure
F108031 Wholesale of Drugs, Medical Goods
F109070 Wholesale of Stationery Articles, Musical Instruments and Educational Entertainment Articles
F113010 Wholesale of Machinery
F113020 Wholesale of Household Appliance
F113030 Wholesale of Precision Instruments
F113050 Wholesale of Computing and Business Machinery Equipment
F113060 Wholesale of Metrological Instruments
F114010 Wholesale of Automobiles
F114030 Wholesale of Motor Vehicle Parts and Supplies
F114060 Wholesale of Ship Machinery and Parts
F116010 Wholesale of Photographic Equipment
F118010 Wholesale of Computer Software
F202010 Retail sale of Animal Feeds
F204110 Retail sale of Cloths, Clothes, Shoes, Hat, Umbrella and Apparel, Clothing Accessories and Other Textile Products
F205040 Retail sale of Furniture, Bedclothes, Kitchen Equipment and Fixtures
F206010 Retail Sale of Ironware
F206020 Retail Sale of Articles for Daily Use

F207050 Retail Sale of Manure
F208031 Retail sale of Medical Equipment
F209060 Retail sale of Stationery Articles, Musical Instruments and Educational Entertainment Articles
F213010 Retail Sale of Household Appliance
F213030 Retail sale of Computing and Business Machinery Equipment
F213040 Retail Sale of Precision Instruments
F213050 Retail Sale of Metrological Instruments
F213080 Retail Sale of Other Machinery and Equipment
F214010 Retail Sale of Automobiles
F214030 Retail Sale of Motor Vehicle Parts and Supplies
F214060 Retail Sale of Ship Machinery and Parts
F216010 Retail Sale of Photographic Equipment
F218010 Retail Sale of Computer Software
F301010 Department Stores
F301020 Supermarkets
F399040 Retail Business Without Shop
F399990 Retail sale of Others
F401010 International Trade
F401181 Metrological Instruments Importing
G801010 Warehousing and Storage
HZ02010 Financial Institution Creditor's Right(Money) Purchase
I301010 Software Design Services
J701120 Children's Playground
JE01010 Rental and Leasing Business
IZ99990 Other Industry and Commerce Services Not Elsewhere Classified
ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
Article 3. The Company may make endorsements and guarantees for external entities if necessary.
Article 3-1. The Company may reinvest in other businesses if the business requires so, and in that case its total re-investment is not subject to the limit of 40% of the company's paid-in capital as stipulated in Article 13 of the Company Act.
Article 4. The Company establishes its head office in Taipei City, and may establish branches at home and abroad if necessary by resolution of the Board of Directors.
Article 5. The Company shall make public announcements in accordance with Article 28 of the Company Act.

Chapter II Shares

Article 6. Article 6: The Company has an authorized capital of NT$4.9 billion, which is divided into 490 million shares, with a face value of NT$10 per share. The shares are issued in various installments by the Board of Directors, and may contain preferred shares.
Article 7. The Company’s share certificates shall be affixed with the signatures or personal seals of the director representing the Company, and shall be duly certified or authenticated by the bank which is competent to certify shares under the laws.
Article 7-1. As directed by the Company Act, the Company’s share certificates may be printed at one go, or be exempted from printing but shall register the issued shares with a centralized securities depositary institute.
Article 8. The Company's shareholders stock affairs shall be handled in accordance with the provisions of the Company Act and Regulations Governing the Administration of Shareholder Services of Public Companies, , unless otherwise provided by laws and regulations and the securities regulatory authority.
Article 9. Deleted.
Article 10. Deleted.
Article 11. Deleted.

Chapter III Shareholders' Meeting

Article 12. Shareholders' meetings are divided into two categories: General Shareholders Meetings and Special Shareholders Meetings. General Shareholders Meetings shall be convened once a year within 6 months from the end of each fiscal year. Special Shareholders Meetings may be convened when necessary in accordance with laws.
Article 13. Where a shareholder is unable to attend the meeting in person, he/she/it may appoint a proxy to attend a Shareholders' Meeting on his/her/it behalf by putting his/her/its signature and seal on a power of attorney printed by the Company stating therein the scope of power authorized to the proxy. Except for trust enterprises or stock agencies approved by the competent authority, when a person who acts as the proxy for two or more shareholders, the number of voting power represented by him/her shall not exceed 3% of the total number of voting shares of the company, otherwise, the portion of excessive voting power shall not be counted.
Article 14. Other than situations of no voting rights stipulated under Article 179 of the Company Law, each shareholder of the Company shall enjoy the right to one vote.
Article 14-1 Shareholders may exercise their voting power in writing or by way of electronic transmission. The time and manner for exercising their voting rights shall be determined by the Board of Directors, and shall be described on the notice of convening a shareholder’s meeting.

A shareholder who exercises his/her/its voting power at a shareholders meeting in writing or by way of electronic transmission as set forth in the preceding Paragraph shall be deemed to have attended the said shareholders’ meeting in person, but shall be deemed to have waived his/her/its voting power in respective of any extemporary motion(s) and/or the amendment(s) to the contents of the original proposal(s) at the said shareholders’ meeting

Article 15. Resolutions at a shareholders' meeting shall, unless otherwise provided for in the Company Act, be adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares.

Chapter IV Directors

Article 16. The company has ten to twelve directors, including at least three independent directors, and the number of candidates should be determined by the board of director. Directors are elected by the Shareholders' Meeting from among those with disposing capacity. Those who have won more votes shall be elected for a term of three years and may be reelected. Election of directors shall be held using the candidates nomination system, and the procedure shall be in accordance with the “Regulations governing election of directors.” The aggregate amount and shareholding ratios of registered shares held by directors as a whole shall be in accordance with the regulation of the competent authority.
The Company may obtain directors liability insurance with respect to liabilities resulting from exercising their duties during their terms of directorship.
Article 16-1 The board of directors of the company has an audit committee composed of all independent directors. The audit committee's responsibilities, organizational regulations, exercise of powers and other matters to be complied with shall be handled in accordance with the relevant laws of the government or rules of the Company.
Article 17. The board of directors shall elect a chairman of the board directors from among the directors by a majority vote at a meeting attended by over two-thirds of the directors. The board of director represents the Company and has the job duties as listed on the left:
Formulate business strategies.
Raise the Earnings Distribution Proposal and Deficit Offset Proposal.
Raise the proposal for Capital increase of capital reduction.
Examine and approve important articles and contracts.
Elect and dismiss the manager of the Company.
The establishment and withdrawal of branches or factories.
Review budget and final account.
Examine and approve trade of property
Examine and approve an effective and appropriate internal control system
Determine other important matters

Article 17-1 A board of directors shall meet at least quarterly.

A Board meeting shall be convened by the chairman of the Board of Directors, except the laws specify otherwise.

The reasons for calling a board of directors meeting shall be notified to each director and supervisor at least seven days in advance. In emergency circumstances, however, a meeting may be called on shorter notice. The notice set forth in the preceding paragraph may be effected by means of paper work, email, or fax.

Article 18. In the event that chairman of the Board of Directors takes a leave or fails to exercise his duties for any causes, an acting chairman shall be elected in accordance with Article 208 the Company Act.
Article 18-1 Directors who are unable to attend the board of directors meeting may appoint other directors to act as a proxy. Directors residing abroad may entrust other shareholders residing in the country to attend the board of directors meetings regularly on his/her/its behalf.
Article 19. Deleted.

Chapter V Manager

Article 20. The Company may have managerial officers. Appointment, dismissal, and compensation of the managerial officers shall be decided in accordance with Article 29 of the Company Act.

Chapter VI Accountant

Article 21. After the close of each fiscal year, the business report, financial statements, and proposal for earnings distribution or appropriation for deficits shall be prepared by the Board of Directors and submitted to the regular shareholders’ meeting for ratification.

Chapter VII Supplementary Provisions

Article 22. The Board of Directors are authorized to distribute remuneration to directors or shareholders who help with operation matters, or carriage fees according to industry standards, regardless of profit or loss
Article 23. For the year with profit, it should allocate 3% for employees' compensation and not more than 3% for directors' and supervisors' compensation, depending on the profit status. However, the Company shall reserve a portion in advance to offset deficits. Remuneration for employees may be distributed in cash after the special resolution by the Board of Directors and reporting to the Shareholders' Meeting.
Employees of affiliated companies who meet certain qualifications may also be included in the distribution.
Article 23-1 Earnings after the Company’s final accounts, if any, shall be used in the following order of priorities: (1) Pay off income taxes as required by law, as well as make up the deficit; (2) set aside 10% of the balance as legal reserve, as well as provide or reverse special reserves as required by law; (3) Pay stock yield, if any,; and (4) the residual amount, if any, combined with the undistributed earnings of previous year, shall be the distributable

earnings, which will be distributed after the Board of Directors proposes an earnings distribution proposal and the Shareholders' Meeting adopts such a proposal. Earnings of the Company may be distributed in cash dividends and stock dividends, provided that cash dividends shall not be less than ten percent (10%) of total dividends paid.

The amount, ratio and types of dividends of the earnings distribution can be adjusted appropriately when the board of directors formulates a distribution policy, depending on the actual profitability and capital requirements of the year.

Article 24. In regard to all matters not provided for in these Articles of Incorporation, the Company Act or other laws and regulations shall govern.

Article 25. This Article of Incorporation was set up on April 2[nd] .

The 1st revision was made on. August 5, 1970. (Remaining text omitted)

The 50th revision was made of June 18th, 2019.

Collins Co., Ltd. Shareholding of All Directors

(Appendix IV)

I. Below states directors shareholding, which was recorded on the shareholder’s registry on April 20, 2020, the book closing date.

Title	Name	Shares Held	Percentage
Chairman	Lee, Chung-Liang (Representative of Chih Shin InvestmentCorp.)	35,153,634	16.81%
Director	Lee, Hsi-Lu (Representative of Jing Shing InvestmentCorp.)	10,567,769	5.05%
Director	Chung Yu Investment Co., Ltd. Representative: Chen, Chun-Hung	300,000	0.14%
Director	Chih Yu Co., Ltd. Representative:Lee, Chung-Ting	14,410,140	6.89%
Director	Pro-index Investment Corp. Representative: Chen, Ching-Kuhn	1,868,000	0.89%
Director	Hsu,MingJen	500,000	0.24%
Director	Lin, Jen-Nenn (Representative of Chih Hsin InvestmentCorp.)	35,153,634	16.81%
Director	Lee, Pea-Chain (Representative of Jing Shing Investment Corp.)	10,567,769	5.05%
Director	Chih Yu Co., Ltd. Representative: Lee,Chieh-Hsi	14,410,140	6.89%
Independent Director	Chen, Yung-Chang	0	0%
Independent Director	Ho, Shih-Chinn	176,998	0.08%
Independent Director	Chu, Li-San	0	0%
Subtotal of shares held by all directors (excluding independent directors)		62,799,543	30.03%
Statutory threshold of shareholding by all directors		12,000,000	Statutory threshold of shareholding has been met

II. The Company's paid-in capital amounted to NT $ 2,019,110,930, and the number of shares outstanding was 209,111,093 shares. According to the "Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies". Given the Company's capital amount falls into the tier that requires shares held by all directors shall be the higher of 5% of total shares, 209,111,093 * 5% = 10,455,555 shares, and 15,000,000 shares, thus the legal threshold shall not fall below 15,000,000 shares. Nonetheless, the Company has set up three (3) independent directors so that the threshold is permitted by law to be lowered by 20%, to 12,000,000 shares, which is the statutory number of shares that all directors as a whole should possess.
III. The Company has set up the Audit Committee. Consequently, the Company does not apply to the requirement that the shareholding of a supervisor shall not be less than a certain ratio.

AI assistant

Collins — AGM Information 2020

52228_rns_2020-06-29_e5405d17-d870-4de6-8ae6-848ee29247f2.pdf

Collins Co., Ltd.

2020 Annual General Shareholders’ Meeting Meeting Handbook

Table of Contents

Attachments:

Appendix:

Collins Co., Ltd.

Collins Co., Ltd.

Meeting Agenda for 2020 Annual General Shareholders’ Meeting

III. Report Items

IV. Proposals

Case 1. Proposed by the Board of Directors

Case 2. Proposed by the Board of Directors

Profit Appropriation Statement For 2019

V. Discussion Items

Case 1. Proposed by the Board of Directors

VI. Special Motions

VII. Adjournment

Collins Co., Ltd.

I. 2019 Operating Results

(II) Profitability Analysis Table:

II. Summary of the 2019 Business Plan:

Collins Co., Ltd.

Audit Committee’s Review Report (Attachment II)

(Attachment III)

Independent Auditors’ Report

Opinion

Basis for Opinion

Emphasis of Matter

Key Audit Matters

Description of key audit matter:

How the matter was addressed in our audit

2. Inventory valuation

Description of key audit matter:

How the matter was addressed in our audit:

3. Goodwill impairment

Description of key audit matter:

How the matter was addressed in our audit:

Other Matter

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

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

KPMG

Collins Co., Ltd. and Subsidiaries Consolidated Statements of Comprehensive Income For the Years Ended December 31, 2019 and 2018

Unit: NT$1,000

Collins Co., Ltd. and Subsidiaries

Consolidated Statements of Cash Flow

For the Years Ended December 31, 2019 and 2018

Unit: NT$1,000

Independent Auditors’ Report

Opinion

Basis for Opinion

Emphasis of Matters

Key Audit Matters

1. Inventory valuation

Description of key audit matter:

accountants auditing the financial statements.

Description of key audit matter:

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

Auditors’ Responsibilities for the Audit of the Financial Statements

KPMG

UNIT: NT$1,000

Collins Co., Ltd.

Consolidated Statement of Profit or Loss

For the Years Ended December 31, 2019 and 2018

Unit: NT$1,000

Collins Co., Ltd.

Collins Co., Ltd.

Statements of Cash Flows

For the Years Ended December 31, 2019 and 2018

Collins Co., Ltd.

Comparison Table of “Rules and Procedures for Board of Directors

Meeting” Before and After Amendments (Attachment IV)

Collins Co., Ltd.

Comparison Table of “Rules Governing the Conduct of Shareholders Meeting ” Before and After Amendments (Attachment V)

Collins Co., Ltd.

Rules and Procedures for Board of Directors Meeting

November 8th, 2017 Version

Collins Co., Ltd. Rules Governing the Conduct of Shareholders Meeting

Collins AGM Information 2020