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LEALEA AGM Information 2021

Aug 27, 2021

51807_rns_2021-08-27_6183208d-446d-4d15-9407-5b25cdf13668.pdf

AGM Information

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Stock Code : 1444

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LEALEA ENTERPRISE CO., LTD.

Handbook of 2021 Annual General Shareholders’ Meeting

Date: June 23, 2021 Address: No. 38, Gongye Rd., Fangyuan Industrial Area, Fangyuan, Zhang Hua County (Chemical Fiber Main Plant )

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LEALEA ENTERPRISE CO., LTD. Handbook of 2021 Annual General Shareholders’ Meeting (Translation)

Table of Contents

Ⅰ. Meeting Procedure ------------------------------------------------------------------------------ 1 Ⅱ. Meeting Agenda --------------------------------------------------------------------------------- 2 Ⅲ. Report Items ------------------------------------------------------------------------------------- 3 IV. Matters for Ratification ------------------------------------------------------------------------- 9 Ⅴ. Matters for Discussion -------------------------------------------------------------------------- 11 Ⅵ. Extemporary Motion ---------------------------------------------------------------------------- 11 Ⅶ. Attachments 1. 2020 CPAs' Audit Report and Financial Statements ------------------------------------- 12 2. Comparison table of provisions before and after the amendment and the full text before amendment of the “Articles of Incorporation” ----------------------------------- 31 3. Rules of Procedure for Shareholders' Meeting ------------------------------------------- 38 4. Shareholding Information of All Directors ------------------------------------------------ 41

Notice to readers

This is a translation of the Handbook of 2021 Annual General Shareholders’ Meeting. The translation is for reference only. If there is any discrepancy between the English version and Chinese version, the Chinese version shall prevail.

LEALEA ENTERPRISE CO., LTD.

2021 Annual General Shareholders’ Meeting Procedures

  1. Commencement of Meeting

  2. Chairman’s Statement

  3. Report Items

  4. Matters for Ratification

  5. Matters for Discussion

  6. Extemporary Motion

  7. Meeting Adjourned

  8. 1 -

LEALEA ENTERPRISE CO., LTD.

2021 Annual General Shareholders’ Meeting Agenda

Time: June 23, 2021 (Wednesday) 11:00AM

Address: No. 38, Gongye Rd., Fangyuan Industrial Area, Fangyuan, Zhang Hua County (Chemical Fiber Main Plant )

Meeting Procedures:

  1. Commencement of Meeting ( Report on the number of attended shares )

  2. Chairman’s Statement

  3. Report Items:

  4. (1) 2020 business report.

  5. (2) 2020 audit committee’s audit report.

  6. (3) 2020 report on remuneration distribution for employees and directors.

  7. Matters for Ratification:

  8. (1) Motion of 2020 business report and financial statement.

  9. (2) Motion of 2020 loss appropriation.

  10. Matters for Discussion:

Motion of partial provisions amendment of the “Articles of Incorporation”

  1. Extemporary Motion

  2. Meeting Adjourned

  3. 2 -

Report Items

. Please check the 2020 business report.

Explanatory Notes: The 2020 business report is as follows:

Business Report

1. 2020 Business Results

(1) Project Implementation Results :

In 2020, global economic activities have long-term adverse effects due to the COVID-19 epidemic. Lealea’s business situation has gradually stabilized at the end of the 2nd quarter, due to the increased momentum of downstream customers’ purchasing goods. In the case of the increasing demand for processed silk and insufficient production capacity, the market demand exceeded supply, and product prices have risen since the end of the 3rd quarter. Due to the increasing demand, oil prices have also continued to remain high-end, leading to the high-end prices of spinning raw materials such as PTA and EG. It is estimated that the prices of processed silk, polyester, nylon and other spinning products can maintain the upward trend in the 2nd half of the year and show a steady upward trend. The Company’s consolidated operating revenue in 2020 was NT$8.374 billion, a decrease of 30.27% from 2019; the net profit after tax was NT$424.83 million. The major sales products include 70,929 tons of processed silks, 73,914 tons of ester granules for bottles, 51,706 tons of polyester granules, and 5,384 tons of polyester raw silks.

(2) Budget Execution Status :

None, the Company only set internal budget targets for 2020 and did not disclose financial forecasts to the public.

(3) The Analysis of Financial Income and Expenses and Profitability:

The company’s 2020 operating revenue that without subsidiaries is NT$7.322 billion; net profit after tax is NT$-357.44 million; net profit ratio after tax is -4.88%, a decrease of 5.37% from 2019; earnings per share is NT$-0.38, a decrease of NT$0.44 from 2019. The 2019 unconsolidated subsidiaries of various financial income and expenses and profitability of the Company are shown in the following table.

Unit : In Thousands of New Taiwan Dollars

Increase (Decrease)
Item 2019 2020
Amount and Ratio
OperatingRevenues 10,554,982 7,322,391
-3,232,591
Financial OperatingCost 9,764,132 7,021,196
-2,742,936
Income and
Net Profit before Tax 96,104 -409,193
-505,297
Expenses
Net Income 52,588 -357,444
-410,032
Return on Assets(%) 0.57 -2.07
-2.64
Return on Shareholders’ Equity (%) 0.50 -3.48
-3.98

Pre-Tax Profit to Paid-in Capital Ratio
Profitability 1.00 -4.27
-5.27

(%)
Net Profit Rate(%) 0.49 -4.88
-5.37
Earningsper Share(NT$) 0.06 -0.38
-0.44
  • 3 -

(4) Status of Research and Development :

The current global industrial development is based on the theme of green recovery and a sustainable future. Circular economy is an important part of promoting green recovery around the world. The company actively invests in “circular economy”, from raw materials, product’s manufacturing, process improvement and waste treatment, etc., to minimize waste and recycle waste to create new value. The Company continues to develop a variety of eco-friendly textiles, such as eco-friendly recycled polyester fiber (RePET), eco-friendly dope dyed fiber (Ecoya) and eco-friendly recycled dope dyed fiber (ReEcoya), etc. In addition to the advantages of highquality products, in terms of friendly environment, they also have the functions of recycling, waste reduction, energy saving and water saving. The Company’s mass-produced products are listed in the following table :

Type of Yarn Application Characteristics
ReEcoya Upholstery, curtain, interior
of automotive, garment
Eco-friendly and high fastness
Barcode, Barcode II Weaving, Knitting,
Upholstery, Sportswear,
Casualwear
To have the trend of fashion of
garment and upholstery.
Each yarn has several dark and light
stripes to reach the unique beauty
for high-end fabrics.
Crystalea Knitting, Upholstery,
Sportswear, Casualwear
Bling appearance with natural touch
to reach the attraction of fashion
Oceaya Sportswear, casualwear,
garment
Eco-friendly, anti-static, odorizing,
anti-bacterial, keep warm
Thousand feather yarn Knitting, sportswear,
casualwear, pants
Cotton-like appearance and hand
touch
Eco recycle low-melting
fiber
Sportswear, casualwear,
garment
Eco-friendly, low melting and
applied to laminated material
Bio-degradable fiber Knitted, Woven, Warp
knitting, Sportswar,
Casualwear
Effect of Bio-degradable
TPEE
(Thermoplastic Polyester
Elastomer)
Effect of waterproof and ventilation
CRZ Eco Fiber Made of recycled material without
petrochemical, Saving natural
resource and reduce environmental
burden, Excellent quality and used
for any appications
High Stretch Yarn Weaving, Knitting,
Sportswear, Casualwear
Good stretch, bulky hand touch,
abrasion resistance
Wooly High-stretch yarn Weaving, Knitting,
Sportswear, Suits and pants
Cotton-like appearance and hnand
touch, good stretch
Lucus Weaving, Knitting,
Upholstery, Sportswear,
Casualwear
Linen-like appearance and hand
touch, light weight and dry
  • 4 -

2. Summary of 2021 Business Plan

This year, the Company defines its operational policy as the “Year of Leap Forward”, with the overall spirit of the operational policy of “with one heart, laying a sustainable foundation, surpassing the strong boundaries, and breaking through international changes”. The global economy has been shock by the COVID-19. All people in Taiwan highly respect and cooperate with the government's various epidemic prevention measures. All industries also have professional epidemic prevention attitudes and autonomous health management awareness, etc., to achieve such epidemic prevention results. The Company has always adhered to the founder Mr. Kuo, MuSheng’s business philosophy of “Diligence and Frugality, Solidity, Proactive, and Innovation” to strengthen and upgrade the core strength of the Company. In addition to strengthening overseas Indonesian bases, the Company also comprehensively improves the quality of products, cuts into the business opportunities of 3C electronic application, strengthens the operational momentum, promotes corporate social responsibility and continues to protect the earth with the practical actions of saving energy and reducing carbon, so as to achieve the Company’s mission and goal of sustainable business.

3. The Future Development Strategy of the Company, the Impact of the External Competitive Environment, the Regulatory Environment and the Macroeconomic Conditions

In 2020, facing the threat of the continued spread of COVID-19, various industries are also facing unprecedentedly significant challenges, and the textile industry also cannot escape the impact of this epidemic. Even though the epidemic is raging, the issue of circular economy continues to be feverish, the Company actively uses Eco-friendly Polyester Original Color Drawn Yarn Ecoya to enter the supply chain of Apple’s new AirPods Max, will continue to eliminate the old and update equipment and transforms the straight spinning line into a special grain spinning line of the chemical fiber plant to meet the needs of the RCEP region. The Company also plans the expansion of the false twist production plant in Indonesia to complete the integration of yarn, weaving and dyeing early to reduce production costs and reduce the impact of RCEP on tariffs. The mentality of customers to purchase goods to replenish inventory has become stronger. Therefore, the operation in the 1st quarter of this year should be viewed as positive growth. In order to maintain the normal operation of the Company when the epidemic is raging, LEALEA continues to strengthen the investigation of the travel history of employees and their relatives and friends in various departments, and cooperates with the government's epidemic prevention policies to reduce overall operational risks.

Another major strategy this year is the establishment of the Electronic Materials Division, which is responsible for the research and development of products that use polyester fiber in ecofriendly recycling and 3C electronic cross-industry cooperation and development products, and expanding the trend of chemical fiber products towards diversification, composite and customization to enhance the overall profitability of the group.

With the China-US trade war and the epidemic spread of COVID-19, the supply chain of global textile has gradually moved south to the Southeast Asian market. The high tariffs imposed by the United States on China have led to a serious decline in the economy. Branded apparels are deeply afraid of future impact, and many companies have withdrawn orders from China and some orders have been transferred to Taiwan that has become beneficiaries under the trade war.

  • 5 -

Well-known foreign sports brands have gradually returned to their levels before the epidemic, customers have resumed their orders. Coupled with rising oil prices and adjustments in the price of textile products, the group’s diversified products have been used in industries such as vehicle materials, apparel, and technology, etc. The trend of economic recovery should increase the company's profitability in the future. Improve the financial physique, adapt to the challenges of the changeable environment, and make full use of the overall corporate resources to continuously enhance the company’s operating performance and create maximum profits for the Company. We sincerely hope that all shareholders will continue to support and encourage the Company. We would like to express our highest gratitude to you and wish you all good health and all the best!

Chairman : KUO, SHAO-YI Manager : KUO, SHAO-YI

Accounting Supervisor : HSU, LI-HSUEH

  • 6 -

. Please check the 2020 Audit Committee's audit report.

Explanatory Notes: Audit Committee's audit report is as follows:

Audit Committee’s Audit Report

The company’s 2020 financial statements prepared by the board of directors, completed the review and concluded the audit report by CPAs Chiu, Ming-Yu and Wu, Ke-Chang of Deloitte Touche Tohmatsu Limited, together with the business report and the motion of loss appropriation, the audit committee has reviewed that there are no discrepancies in accordance with Article 14-4 of the Securities Exchange Act and Article 219 of the Company Act. Please verify.

Sincerely to

2021 Regular Shareholders' Meeting of the Company

LEALEA ENTERPRISE CO., LTD.

Convener of Audit Committee : LEE, DAW-MING

March 29, 2021

  • 7 -

Ⅲ. Please check the status report on the remuneration distribution for employees

and directors in 2020.

Explanatory Notes: Due to the loss before tax in 2020, there is no remuneration allocated to employees and directors.

  • 8 -

Matters for Ratification

Item 1

Proposed by the Board of Directors

Proposal: Please ratify the motion of 2020 business report and financial statement.

Explanatory Notes:

  • (1) The 2020 financial statements have been reviewed and verified by CPAs Chiu, Ming-Yu and Wu, Ke-Chang of Deloitte Touche Tohmatsu Limited, together with the business report have been reviewed by the Audit Committee, and the audit report has been issued.

  • (2) For business report, balance sheet, comprehensive income statements, equity change statements, cash flow statements and accountant's audit report, please refer to p.3 to p.6 and Appendix 1 (p.12 to p.30 of the handbook).

Resolution:

  • 9 -

Item 2

Proposed by the Board of Directors

Proposal: Please ratify the motion of loss appropriation in 2020.

Explanatory Notes:

  • (1) The net loss after tax on the final business accounts for 2020 is NT$357,443,724. The following table is the prepared loss appropriation for 2020 :

LEALEA ENTERPRISE CO., LTD. Table of Loss Appropriation 2020

Unit : New Taiwan Dollars

Item Amount Amount Remark
Undistributed earnings at the beginning of the
period
Actuarial profit (loss) is accounted in retained
earnings
Equity method recognition and disposal of
equity instruments measured at fair value
through other comprehensive income (loss)
Loss after tax for the current period
Net profit (loss) after tax for current period plus
items other than net profit (loss) after tax for the
current period are accounted in the amount of
undistributed earnings for the current year
13,782,764
23,991,688
(357,443,724)
60,196,904



(319,669,272)




Loss to be made upat the end theperiod (259,472,368)

Chairman: KUO, SHAO-YI Manager: KUO, SHAO-YI

Accounting Supervisor: HSU, LI-HSUEH

Resolution:

  • 10 -

Matters for Discussion

Proposed by Board of Directors

  • Proposal: Please resolve the motion of partial provisions amendment of the “Articles of Incorporation”

Explanation:

In accordance with the laws and regulations, amend partial provisions of the "Articles of Incorporation". Please refer to Appendix 2 (p.31 to p.37 of the handbook) for the comparison table for the before and after amendment of provisions and the full text before the amendment,

Resolution:

Extemporary Motion

Meeting Adjourned

  • 11 -

Attachments 1

INDEPENDENNT AUDITORS’REPORT

The Board of Directors and Shareholders

LEALEA ENTERPRISE Company Limited

Opinion

We have audited the accompanying consolidated financial statements of LEALEA ENTERPRISE Company Limited and its subsidiaries (the “Company”), which comprise the consolidated balance sheets as of December 31, 2020 and 2019, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies.

Per opinions of our accountants, the consolidated financial statements mentioned in paragraph one have been prepared in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers, International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), and interpretations and announcements endorsed and issued into effected by the Financial Supervisory Commission of the Republic of China in all material aspects, and can be reasonably assessed to present the consolidated financial conditions of the Company and its subsidiaries as of December 31, 2020 and 2019, as well as the consolidated financial performance and consolidated cash flow from January 1 to December 31, 2020 and 2019.

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2020. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and do not provide a separate opinion on these matters.

Key audit matters for the Company’s consolidated financial statements for the year ended December 31, 2021 are stated as follows:

The authenticity of sales transactions of customers with positive annual sales revenue growth

LEALEA ENTERPRISE Company and subsidiaries are mainly engaged in the manufacturing and sales of polyester fully oriented yarn, draw textured yarn and polyester chip. Due to the impact of the global pandemic of the Covid-19 epidemic, consolidated operating income in 2020 has been

  • 12 -

greatly reduced, and due to the impact of the epidemic, the operating income of competitors in the same industry have generally shown a downward trend. The analysis of annual sales revenue by customer shows that some customers have sales revenue grown against the trend, which is contrary to the trend of the company and competitors in the same industry. Since operating income is the focus of investors, there are significant risks in income recognition. The true occurrence of sales income will be relevant to income recognition and the fair expression of financial reports. Because of this, the accountant listed the authenticity of sales transactions of customer with positive sales revenue growth as the key audit items for this year. For accounting policies and relevant disclosure information related to the recognition of operating income, please refer to Note 4.

The main auditing procedures adopted by the accountants with regard to the issues described above are to understand the effectiveness of internal controls concerning sales management procedures related to the revealed sales revenue, execute test of details of revenue, take random inspections on relevant documents and certificates of shipment and payment collection and raise requests for confirmation letters in order to assure the authenticity of sales revenue.

Other Matter

We have also audited the individual financial statements of LEALEA ENTERPRISE Company Limited as of and for the years ended December 31, 2020 and 2019 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 the IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the 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 members of the Audit Committee) are responsible for overseeing the Company’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

  • 13 -

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

  1. Identified and evaluated the risk of material misstatement due to fraud or error in the Consolidated Financial Statements; designed and carried out appropriate countermeasures for the evaluated risks; obtained sufficient and appropriate evidence as the basis for the audit opinion. Fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Therefore, the risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error.

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

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

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the 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 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 Company to cease to continue as a going concern.

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

  6. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company 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 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 whether applicable, related safeguards.

In the communications between us and the Company’s governing body, we have determined the key audit items from 2020 consolidated financial statements of the Company and its subsidiaries. We have clearly indicated such matters in the auditors' report. Unless legal regulations prohibit the public disclosure of specific items, or in extremely rare cases, where we decided not to communicate over specific items in the auditors' report for it could be reasonably anticipated that the negative effects of such disclosure would be greater than the public interest it brings forth.

  • 14 -

The engagement partners on the audit resulting in this independent auditors’ report are Chiu, Ming-Yu and Wu, Ke-Chang

Chiu, Ming-Yu Wu, Ke-Chang Deloitte & Touche Deloitte & Touche Taipei, Taiwan Taipei, Taiwan Republic of China Republic of China Financial-Supervisory-SecuritiesFinancial-Supervisory-SecuritiesVI-0930160267 of the Financial Auditing-1000028068 of the Supervisory Commission Financial Supervisory Commission

March 31, 2021

  • 15 -

LEALEA ENTERPRISE Company Limited and Subsidiaries

CONSOLIDATED BALANCE SHEETS Years Ended December 31, 2020 and 2019 (In Thousands of New Taiwan Dollars)

Code
1100
1110
1150
1160
1170
1180
1210
1310
1410
1476
1479
11XX
1510
1550
1600
1755
1780
1805
1840
1915
1990
15XX
1XXX
Code
2100
2110
2120
2150
2160
2170
2180
2219
2220
2230
2280
2320
2399
21XX
2540
2570
2580
2640
2645
2670
25XX
2XXX
3110
3200
3310
3320
3350
3300
3400
3500
31XX
36XX
3XXX
ASSETS
CURRENT ASSETS
Cash and cash equivalents (Note 6)
Financial assets at fair value through profit or loss-Current (Note 7)
Notes receivable, net (Note 8)
Notes Receivable from related parties, net (Note 8, 24)
Accounts receivable, net (Note 8)
Accounts Receivable from related parties, net (Note 8, 24)
Advance loans to related parties (Note 24)
Inventories-Manufacturing & Merchandising businesses (Note 9)
Prepayments
Other financial assets-Current (Note 6)
Other current assets (Note 12)
Total current assets
NONCURRENT ASSETS
Financial assets at fair value through income (loss)-Noncurrent (Note 7)
Investments accounted for using equity method (Note 11)
Property, plant and equipment (Note 12)
Right-of-use assets (Note 13)
Other intangible assets
Goodwill
Deferred income tax assets (Note 18)
Prepayments for business facilities
Other noncurrent assets-Others
Total noncurrent assets
TOTAL ASSETS
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term loans (Note 14)
Short-term bills payable (Note 14)
Financial liabilities at fair value through profit or loss-Current (Note 7)
Notes payable
Notes payables to related parties (Note 24)
Accounts payable
Accounts payables to related parties (Note 24)
Other payables
Advance loans to related parties (Note 24)
Current income tax liabilities (Note 18)
Lease liabilities-Current (Note 13)
Long-term liabilities-Current portion (Note 14)
Other current liabilities (Note 12)
Total current liabilities
NONCURRENT LIABILITIES
Long-term borrowings (Note 14)
Deferred income tax liabilities-Noncurrent (Note 18)
Lease liabilities-Noncurrent (Note 13)
Net defined liabilities-Noncurrent (Note 15)
Guarantee deposits
Other noncurrent liabilities
Total noncurrent liabilities
Total liabilities
EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE PARENT (NOTE 16)
Capital stock
Capital-Common stock
Capital surplus
Retained earnings
Appropriated as legal capital reserve
Appropriated as special capital reserve
Unappropriated earnings
Total retained earnings
Others
Treasury stock
Equity attributable to shareholders of the parent
NON-CONTROLLING INTERESTS (Note 16)
Total equity
TOTAL LIABILITIES AND EQUITY
December 31,2020
Amount
%
$ 1,232,398
7
296,315
2
60,891
-
12,833
-
563,488
3
141,084
1
135,000
1
2,053,510
12
105,909
1
386,330
2
64,010

-
5,051,768

29
1,347
-
4,974,450
29
7,011,274
40
13,272
-
1,865
-
63,337
-
160,139
1
93,489
1
27,805

-
12,346,978

71
$ 17,398,746
100
$ 1,750,000
10
770,000
4
-
-
8,733
-
730
-
504,725
3
99,021
-
447,424
3
502,794
3
6,124
-
4,203
-
474,667
3
326,916

2
4,895,337

28
520,000
3
112,403
1
8,584
-
383,494
2
1,657
-
794

-
1,026,932

6
5,922,269

34
9,573,029

55
78,422

-
530,980
3
40,464
-

259,472)
(
1)
311,972

2
322,967

2

28,470)

-
10,257,920
59
1,218,557

7
11,476,477

66
$ 17,398,746
100
December 31,2019 December 31,2019
Amount
$ 1,232,398
296,315
60,891
12,833
563,488
141,084
135,000
2,053,510
105,909
386,330
64,010
5,051,768
1,347
4,974,450
7,011,274
13,272
1,865
63,337
160,139
93,489
27,805
12,346,978
$ 17,398,746
$ 1,750,000
770,000
-
8,733
730
504,725
99,021
447,424
502,794
6,124
4,203
474,667
326,916
4,895,337
520,000
112,403
8,584
383,494
1,657
794
1,026,932
5,922,269
9,573,029
78,422
530,980
40,464

259,472)
311,972
322,967

28,470)
10,257,920
1,218,557
11,476,477
$ 17,398,746
Amount
$ 1,401,355
205,731
129,619
25,408
845,128
115,331
120,000
2,478,726
94,981
25,133
16,823
5,458,235
1,347
4,753,470
7,490,669
19,657
1,744
63,337
112,585
28,134
79,345
12,550,288
$ 18,008,523
$ 2,163,267
110,000
30,298
9,254
79
532,535
28,764
499,235
184,000
47,778
9,176
624,463
304,068
4,542,917
1,651,679
96,653
10,219
417,913
1,748
684
2,178,896
6,721,813
9,573,029
83,024
528,650
40,464
62,527
631,641
1,851

28,470)
10,261,075
1,025,635
11,286,710
$ 18,008,523
%














(


(



















(


8
1
1
-
5
-
1
14
-
-

-

30
-
26
42
-
-
-
1
-

1

70
100
12
1
-
-
-
3
-
3
1
-
-
3

2

25
9
1
-
2
-

-

12

37

53

-
3
-

1

4

-

-
57

6

63
100

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

Chairman: KUO, SHAO YI Manager: KUO, SHAO YI Accounting Supervisor: Hsu, Li Hsueh

  • 16 -

LEALEA ENTERPRISE Company Limited and Subsidiaries

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Years Ended December 31, 2020 and 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Code
OPERATING REVENUE(Note 24)
4100
Sales revenue
4500
Construction income
4000
Operating revenue
COST OF REVENUE(Note 9, 24)
5110
Cost of goods sold
5500
Construction cost
5000
Cost of revenue
5900
GROSS PROFIT
5910
GROSS PROFIT BEFORE
UNREALIZED WITH ASSOCIATES
5920
GROSS PROFIT BEFORE
REALIZED
5950
REALIZED GROSS PROFIT
OPERATING EXPENSE (Note 24)
6100
Marketing expenses
6200
General and administrative
6300
Research and development
6450
Expected credit impairment loss determined in
accordance with IFRS 9
6000
Total operating expenses
6900
OPERATING INCOME (LOSS)
NON-OPERATING INCOME AND EXPENSE (Note 17,
24)
7100
Interest income
7140
Gain recognized in bargain purchase transaction -
Affiliated associations acquisition
7190
Other income
7020
Other gains and losses
7050
Finance costs
7060
Share of profit (loss) of associates and joint ventures
accounted for using equity method
7000
Total non-operating income and expenses
2020 %
100


-

100

95


-

95

5
-

-


5

5
2
1

-


8

(
3)

-
1
2
(
3 )
(
1 )
(
1)

(
2)
2019
Amount
$ 8,373,609
-
8,373,609
7,994,807
-
7,994,807
378,802

918 )
-
377,884
389,742
193,680
44,591
31
628,044

250,160)
31,622
52,560
133,702

248,881 )

59,742 )

118,796)

209,535)
Amount
$ 11,968,710
39,425
12,008,135
11,202,519
2,687
11,205,206
802,929
-
143
803,072
432,773
209,704
52,266
4,612
699,355
103,717
56,356
-
80,874

45,473 )

92,337 )

100,726)

101,306)
%





(




(
(
(
(
(











(
(
(
(
100

-
100
93

-
93
7
-

-

7
4
2
-

-

6

1
-
-
1
-
(
1 )
(
1)
(
1)

(Continued)

  • 17 -
Code
7900
INCOME (LOSS) BEFORE INCOME TAX
7950
INCOME TAX EXPENSE (Note 18)
8200
NET INCOME (LOSS)
OTHER COMPREHENSIVE INCOME (LOSS)
8310
Items that will not be reclassified subsequently to
profit or loss
8311
Remeasurement of
defined benefit obligation
8320
Share of other comprehensive loss of
associates and joint ventures accounted for
using equity method
8360
Items that may be reclassified subsequently to profit
or loss
8361
Exchange differences arising on translation of
foreign operations
8367
Unrealized gain on investment in debt
instruments at fair value through other
comprehensive income
8370
Share of other comprehensive loss of
associates and joint ventures accounted for
using equity method
8300
Other comprehensive loss for the year, net of
income tax
8500
TOTAL COMPREHENSIVE INCOME FOR THE YEAR
NET INCOME (LOSS) ATTRIBUTABLE TO:
8610
Shareholders of the parent
8620
Non-controlling interests
8600
TOTAL COMPREHENSIVE ATTRIBUTABLE TO:
8710
Shareholders of the parent
8720
Non-controlling interests
8700
EARNINGS (LOSS) PER SHARE (Note 19) FROM
CONTINUING OPERATION
9710
Basic earnings per share
9810
Diluted earnings per share
2020 %
(
5 )

-

(
5)

-

5

(
1 )
-

-


4

(
1)

(
4 )
(
1)

(
5)

-

(
1)

(
1)


2019
Amount
$ 459,695 )
34,867

424,828)
12,312
443,618

96,553 )
-
-
359,377
$ 65,451)
$ 357,444 )

67,384)
$ 424,828)
$ 1,447

66,898)
$ 65,451)
$ 0.38)
Amount
$ 2,411

65,829)

63,418)

26,265 )

77,719 )
17,307
8,547
1,046

77,084)
$ 140,502)
$ 52,588

116,006)
$ 63,418)
$ 29,671 )

110,831)
$ 140,502)
$ 0.06
$ 0.06
%
(

(
(


(
(
(
(

(
(
(

(
(
(
(

(
(

(
(
(
(
(

-

-

-
-
(
1 )
-
-

-
(
1)
(
1)
-
(
1)
(
1)
-
(
1)
(
1)

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

Chairman: KUO, SHAO YI Manager: KUO, SHAO YI Accounting Supervisor: Hsu, Li Hsueh

  • 18 -

LEALEA ENTERPRISE Company Limited and Subsidiaries

CONSOLIDATED STATEMENTS OF CHANGE IN EQUITY Years Ended December 31, 2020 and 2019 (In Thousands of New Taiwan Dollars)

Code
A1
BALANCE JANUARY 1, 2019
2018 Appropriation of earnings
B1
Legal capital reserve
B5
Cash dividends to shareholders
O1
Cash dividends to shareholders of subsidiaries
Adjustments to other capital surplus:
C7
Adjustments to share of changes in equities of
associates
M1
Cash dividends paid from parent company to subsidiaries
M7
From share of changes in equities of subsidiaries (Note
21)
Q1
Non-controlling interests (Note 16)
D1
Net income (loss) in 2019
D3
Other comprehensive income (loss) in 2019, net of
income tax
D5
Total comprehensive income (loss) in 2019
Z1
BALANCE DECEMBER 31, 2019
2019 Appropriation of earnings
B1
Legal capital reserve
O1
Cash dividends to shareholders of subsidiaries
Adjustments to other capital surplus:
C7
Adjustments to share of changes in equities of
associates
O1
Non-controlling interests (Note 16)
Q1
Disposal of investments in equity instruments at fair value
through other comprehensive income, accounted for
using equity method
D1
Net income (loss) in 2020
D3
Other comprehensive income (loss) in 2020, net of
income tax
D5
Total comprehensive income (loss) in 2020
Z1
BALANCE DECEMBER 31, 2020
E quityAttributable to Sh are holders of the Parent Total
$ 10,666,946
-

382,921 )
-
3,955
4,309

1,543 )
-
52,588

82,259)

29,671)
10,261,075
-
-

4,602 )
-
-

357,444 )
358,891
1,447
$ 10,257,920
Non-controlling
Interests
$ 1,139,827
-
-

5,692 )
766
-
-
1,565

116,006 )
5,175

110,831)
1,025,635
-

4,166 )

3,727 )
267,713
-

67,384 )
486

66,898)
$ 1,218,557
Total Equity
Capital Stock-C om mon Stock
Amount
$ 9,573,029
-
-
-
-
-
-
-
-
-
-
9,573,029
-
-
-
-
-
-
-
-
$ 9,573,029
Capital Surplus
$ 76,303
-
-
-
3,955
4,309

1,543 )
-
-
-
-
83,024
-
-

4,602 )
-
-
-
-
-
$ 78,422
Retained Earnings Unappropriated
Earnings
$ 463,532

41,559 )

382,921 )
-
-
-
-
-
52,588

29,113)
23,475
62,527

2,330 )
-
-
-
23,992

357,444 )
13,783

343,661)
$ 259,472)
EquityAd jus tments
Unrealized Gain
(Loss) on Financial
Assets at Fair Value
Through Other
Comprehensive
Income
$ 114,879
-
-
-
-
-
-
-
-

64,849)

64,849)
50,030
-
-
-
-

23,992 )
-
413,104
413,104
$ 439,142
TreasuryStock
$ 28,470 )
-
-
-
-
-
-
-
-
-
-

28,470 )
-
-
-
-
-
-
-
-
$ 28,470)
Foreign Currency
Translation Reserve
$ 59,882 )
-
-
-
-
-
-
-
-
11,703
11,703

48,179 )
-
-
-
-
-
-

67,996)

67,996)
$ 116,175)

Shares
(In Thousands)
957,303
-
-
-
-
-
-
-
-
-
-
957,303
-
-
-
-
-
-
-
-
957,303
L egal Capital Reserve
$ 487,091
41,559
-
-
-
-
-
-
-
-
-
528,650
2,330
-
-
-
-
-
-
-
$ 530,980
Special Capital
Reserve
$ 40,464
-
-
-
-
-
-
-
-
-
-
40,464
-
-
-
-
-
-
-
-
$ 40,464
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
$ 11,806,773
-

382,921 )

5,692 )
4,721
4,309

1,543 )
1,565

63,418 )

77,084)

140,502)
11,286,710
-

4,166 )

8,329 )
267,713
-

424,828 )
359,377

65,451)
$ 11,476,477

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

Chairman: KUO, SHAO YI Manager: KUO, SHAO YI Accounting Supervisor: Hsu, Li Hsueh

  • 19 -

LEALEA ENTERPRISE Company Limited and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS Years Ended December 31, 2020 and 2019 (In Thousands of New Taiwan Dollars)

Code
CASH FLOWS FROM OPERATING ACTIVITIES
A10000
Income (loss) before income tax
A20010
Adjustments to reconcile profit (loss)
A20100
Depreciation expense
A20200
Amortization expense
A20300
Expected credit losses recognized on investments in debt
instruments
A20900
Finance costs
A21200
Interest income
A21300
Dividend income
A20400
Loss (gain) on financial assets or liabilities at fair value through
profit or loss, net
A22300
Share of profits of associates & joint ventures
A22500
Loss (gain) on disposal or retirement of property, plant and
equipment
A23100
Disposal of loss (gain) on investment
A23700
Loss for market price decline and obsolete and slow-moving
inventories or gain from price recovery of inventory
A23900
Unrealized (realized) gain from inter-affiliated accounts
A24100
Loss (gain) on foreign exchange
A29900
Gain recognized in bargain purchase transaction
A29900
Gain on disposal of subsidiaries
A30000
CHANGES IN OPERATING ASSETS AND LIABILITIES
A31115
Financial assets at fair value through profit or loss, mandatorily
measured at fair value
A31130
Notes receivable
A31150
Accounts receivable
A31200
Inventories
A31230
Prepayments
A31240
Other current assets
A31250
Other financial assets
A31990
Other assets
A32130
Notes and bills payable
A32150
Accounts payable
A32180
Other payables
A32230
Other current liabilities
A32240
Net defined benefit liability
A33000
Net cash generated by operating activities
A33100
Interest received
2020
$ 459,695 )
732,992
57,020
31
59,742

31,622 )

3,920 )

33,423 )
118,796
2,049
22,267

30,169 )
918
7,353

52,560 )

64 )

83,356 )
82,010
260,005
458,078

58,210 )
7,069

340,363 )
36
130
42,523

22,996 )
23,001

19,488)
738,154
31,541
2019
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
$ 2,411
709,260
75,738
4,612
92,337

56,356 )

1,620 )
18,302
100,726

4,506 )

1,860 )
984

143 )

28,815 )
-
-

96,028 )
65,740
366,637
352,171

41,912 )

13,945 )
9,750

7,192 )

288,896 )

108,743 )
38,065
65,641

28,539)
1,223,819
59,274

(Continued)

  • 20 -
Code
AC0200
Dividend received
A33200
Dividends received from associates
A33300
Interest paid
A33500
Income tax paid
AAAA
Net cash flows from operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
B00200
Disposal of financial assets at fair value through other comprehensive
profit or loss
B01800
Acquisition of long-term equity investment using the equity method
B01900
Disposal of long-term equity investments using the equity method
B02300
Net cash flows from disposal of subsidiaries
B02700
Acquisition of property, plant and equipment
B02800
Disposal of property, plant and equipment
B03700
Pledged certificate of deposit
B03800
Increase (decrease) in refundable guarantee deposits
B04300
Increase (decrease) in advance loans from related parties
B04500
Acquisition of Intangible assets
BBBB
Net cash used in investing activities
CASH FLOWS FROM FINANCIING ACTIVITIES
C00100
Increase (decrease) in short-term loans
C00500
Increase (decrease) in short-term bills payable
C01600
Long-term borrowings
C01700
Repayment of long-term borrowings
C03100
Increase (decrease) in guarantee deposits received
C03700
Increase (decrease) in advance loans payable to related parties
C04020
Repayment of the principal portion of lease liabilities
C04500
Cash dividends to shareholders of the company
C05800
Cash dividends to non-controlling interests
C05800
Non-controlling interests change
CCCC
Net cash used in financing activities
DDDD EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH
EQUIVALENTS
EEEE
NET DECREASE IN CASH AND CASH EQUIVALENTS
E00100 CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
E00200 CASH AND CASH EQUIVALENTS, END OF YEAR
2020
$ 3,920

42,835

62,058 )

10,923)

743,469

-

62,693 )
138,263

392 )

543,406 )
3,439
-

691 )

15,000 )

1,684)


482,164)


416,402 )
660,000

-

1,265,286 )

354 )
344,937


9,840 )
-


4,166 )
268,110


423,001)


7,261)


168,957 )
1,401,355

$ 1,232,398
2019

(
(

(
(
(
(
(
(
(
(
(
(
(
(

(
(
(


(
(

(

(

(
(
(

(
(

(
(
(
(

(
(
(

$ 1,620
72,650

90,116 )

165,058)
1,102,189
72,741

15,200 )
-

-

675,855 )
5,210
6,300

1,552

7,000 )

571)

612,823)

187,010

50,000 )
457,951

719,582 )

179

52,000 )

9,333 )

378,612 )

5,692 )
22

570,057)

16,304)

96,995 )
1,498,350
$ 1,401,355

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

Chairman: KUO, SHAO YI Manager: KUO, SHAO YI Accounting Supervisor: Hsu, Li Hsueh

  • 21 -

INDEPENDENNT AUDITORS’ REPORT

The Board of Directors and Shareholders LEALEA ENTERPRISE Company Limited

Opinion

We have audited the accompanying individual financial statements of LEALEA ENTERPRISE Company Limited (the “Company”), which comprise the individual balance sheets as of December 31, 2020 and 2019, and the individual statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the individual financial statements, including a summary of significant accounting policies.

Per opinions of our accountants, the individual financial statements mentioned in paragraph one have been prepared in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers in all material aspects, and can be reasonably assessed to present the individual financial conditions of the Company as of December 31, 2020 and 2019, as well as the individual financial performance and individual cash flow from January 1 to December 31, 2020 and 2019.

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the individual financial statements for the year ended December 31, 2020. These matters were addressed in the context of our audit of the individual financial statements as a whole, and in forming our opinion thereon, and do not provide a separate opinion on these matters.

Key audit matters for the Company’s individual financial statements for the year ended December 31, 2021 are stated as follows:

The authenticity of sales transactions of customers with positive annual sales revenue growth

LEALEA ENTERPRISE Company Limited is mainly engaged in the manufacturing and sales of polyester fully oriented yarn, draw textured yarn and polyester chip. Due to the impact of the global pandemic of the Covid-19 epidemic, individual operating income in 2020 has been greatly reduced, and due to the impact of the epidemic, the operating income of competitors in the same industry have generally shown a downward trend. The analysis of annual sales revenue by customer shows that some customers have sales revenue grown against the trend, which is contrary to the trend of the company and competitors in the same industry. Since operating income is the focus of investors, there are significant risks in income recognition. The true occurrence of sales income will be relevant to income recognition and the fair expression of financial reports. Because of this, the accountant listed the authenticity of sales transactions of customer with positive sales revenue growth as the key audit items for this year. For accounting policies and relevant disclosure information related to the recognition of operating income, please refer to Note 4.

  • 22 -

The main auditing procedures adopted by the accountants with regard to the issues described above are to understand the effectiveness of internal controls concerning sales management procedures related to the revealed sales revenue, execute test of details of revenue, take random inspections on relevant documents and certificates of shipment and payment collection and raise requests for confirmation letters in order to assure the authenticity of sales revenue.

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

Management is responsible for the preparation and fair presentation of the individual 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 individual financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the individual 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 members of the Audit Committee) are responsible for overseeing the Company’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Individual Financial Statements

Our objectives are to obtain reasonable assurance about whether the individual 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 individual financial statements

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

  1. Identified and evaluated the risk of material misstatement due to fraud or error in the Consolidated Financial Statements; designed and carried out appropriate countermeasures for the evaluated risks; obtained sufficient and appropriate evidence as the basis for the audit opinion. Fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Therefore, the risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error.

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

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

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going

  5. 23 -

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 individual 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.

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

  2. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the individual financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our 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 whether applicable, related safeguards.

In the communications between us and the Company’s governing body, we have determined the key audit items from 2020 individual financial statements of the Company and its subsidiaries. We have clearly indicated such matters in the auditors' report. Unless legal regulations prohibit the public disclosure of specific items, or in extremely rare cases, where we decided not to communicate over specific items in the auditors' report for it could be reasonably anticipated that the negative effects of such disclosure would be greater than the public interest it brings forth.

The engagement partners on the audit resulting in this independent auditors’ report are Chiu, Ming-Yu and Wu, Ke-Chang

Chiu, Ming-Yu Wu, Ke-Chang Deloitte & Touche Deloitte & Touche Taipei, Taiwan Taipei, Taiwan Republic of China Republic of China

Financial-Supervisory-SecuritiesFinancial-Supervisory-SecuritiesVI-0930160267 of the Financial Auditing-1000028068 of the Supervisory Commission Financial Supervisory Commission

March 31, 2021

  • 24 -

LEALEA ENTERPRISE Company Limited

INDIVIDUAL BALANCE SHEETS Years Ended December 31, 2020 and 2019 (In Thousands of New Taiwan Dollars)

Code

1100
1110
1150
1160
1170
1180
1210
1310
1410
1476
1479
11XX

1510
1550
1600
1755
1780
1840
1915
1990
15XX
1XXX
Code

2100
2110
2120
2150
2160
2170
2180
2200
2220
2230
2280
2320
2399
21XX

2540
2570
2580
2640
2645
25XX
2XXX

3110
3200
3310
3320
3350
3300
3400
3500
3XXX
ASSETS
CURRENT ASSETS
Cash and cash equivalents (Note 6)
Financial assets at fair value through profit or loss-Current (Note 7)
Notes receivable, net (Note 8)
Notes Receivable from related parties, net (Note 8, 22)
Accounts receivable, net (Note 8)
Accounts Receivable from related parties, net (Note 8, 22)
Advance loans to related parties (Note 22)
Inventories-Textile business
Prepayments
Other financial assets-Current
Other current assets (Note 11)
Total current assets
NONCURRENT ASSETS
Financial assets at fair value through income (loss)-Noncurrent (Note 7)
Investments accounted for using equity method (Note 10)
Property, plant and equipment (Note 11)
Right-of-use assets (Note 12)
Other intangible assets
Deferred income tax assets (Note 17)
Prepayments for business facilities
Other noncurrent assets-Others
Total noncurrent assets
TOTAL ASSETS
LIABILITIESAND EQUITY
CURRENT LIABILITIES
Short-term loans (Note 13)
Short-term bills payable (Note 13)
Financial liabilities at fair value through profit or loss-Current (Note 7)
Notes payable
Notes payables to related parties (Note 22)
Accounts payable
Accounts payables to related parties (Note 22)
Other payables
Advance loans to related parties (Note 22)
Current income tax liabilities (Note 17)
Lease liabilities---Current (Note 12)
Long-term liabilities-Current portion (Note 13)
Other current liabilities (Note 11)
Total current liabilities
NONCURRENT LIABILITIES
Long-term borrowings (Note 13)
Deferred income tax liabilities-Noncurrent (Note 17)
Lease liabilities-Noncurrent (Note 12)
Net defined liabilities-Noncurrent (Note 14)
Guarantee deposits
Total noncurrent liabilities
Total liabilities
EQUITY (NOTE 15)
Capital stock
Capital-Common stock
Capital surplus
Retained earnings
Appropriated as legal capital reserve
Appropriated as special capital reserve
Unappropriated earning
Total retained earnings
Others
Treasury stock
Total equity
TOTAL LIABILITIES AND EQUITY
2020
7
-
-
-
3
1
4
10
1
2

-

28
-
39
31
-
-
1
1

-

72
100
11
5
-
-
-
2
1
3
2
-
-
3

2

29
3
1
-
2

-

6

35

61

-
4
-
(
2)

2

2

-

65
100
2019
Amount
$ 1,124,927
67,305
49,352
12,833
418,133
198,627
583,840
1,514,587
73,275
306,802
63,972
4,413,653
1,347
6,102,266
4,933,893
720
1,599
133,187
93,489
5,782
11,272,283
$ 15,685,936
$ 1,750,000
770,000
-
7,796
730
375,669
89,142
391,307
331,000
-
107
474,667
312,708
4,503,126
520,000
96,653
541
306,039
1,657
924,890
5,428,016
9,573,029
78,422
530,980
40,464

259,472)
311,972
322,967

28,470)
10,257,920
$ 15,685,936
Amount
$ 1,232,460
66,735
119,261
25,408
604,072
170,297
607,095
1,927,019
48,631
25,804
9,256
4,836,038
1,347
5,356,972
5,304,595
1,192
1,672
86,666
26,779
56,475
10,835,698
$ 15,671,736
$ 1,920,000
110,000
30,298
8,532
79
390,195
25,244
461,783
259,000
43,260
232
474,667
271,272
3,994,562
994,667
96,653
963
322,068
1,748
1,416,099
5,410,661
9,573,029
83,024
528,650
40,464
62,527
631,641
1,851

28,470)
10,261,075
$ 15,671,736














(


(


















(

8
1
1
-
4
1
4
12
-
-

-

31
-
34
34
-
-
1
-

-

69
100
12
1
-
-
-
3
-
3
2
-
-
3

2

26
6
1
-
2

-

9

35

61

-
3
-

1

4

-

-

65
100

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

Chairman: KUO, SHAO YI Manager: KUO, SHAO YI Accounting Supervisor: Hsu, Li Hsueh

  • 25 -

LEALEA ENTERPRISE Company Limited

INDIVIDUAL STATEMENTS OF COMPREHENSIVE INCOME Years Ended December 31, 2020 and 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Code
OPERATING REVENUE(Note 22)
4100
Sales revenue
4500
Construction income
4000
Operating revenue
COST OF REVENUE(Note 9, 22)
5110
Cost of goods sold
5500
Construction cost
5000
Cost of revenue
5900 GROSS PROFIT
5910 GROSS PROFIT BEFORE UNREALIZED WITH
SUBSIDIARIES AND ASSOCIATES
5950 REALIZED GROSS PROFIT
OPERATING EXPENSE (Note 22)
6100
Marketing expenses
6200
General and administrative
6300
Research and development
6450
Expected credit impairment loss determined in
accordance with IFRS 9
6000
Total operating expenses
6900 OPERATING INCOME (LOSS)
NON-OPERATING INCOME AND EXPENSE
(Note 16, 22)
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Finance costs
7070
Share of profit (loss) of associates and joint
ventures accounted for using equity method
7000
Total non-operating income and expenses
2020 %
100


-

100

96

-

96

4

-


4

4
1
1

-


6

(
2)

-
2
(
3 )
(
1 )
(
2)

(
4)
2019
Amount
$ 7,322,391
-
7,322,391
7,021,196
-
7,021,196
301,195
119)
301,076
300,036
113,117
44,591
180)
457,564
156,488)
42,691
124,910

215,112 )

39,987 )
165,207)
252,705)
Amount
$ 10,515,557
39,425
10,554,982
9,761,445
2,687
9,764,132
790,850
3,196)
787,654
327,295
121,405
52,266
5,289)
495,677
291,977
67,231
79,463

102,782 )

49,049 )
190,736)
195,873)
%





(

(

(
(
(
(
(





(

(


(
(
(
(
100

-
100
92

-
92
8

-

8
3
1
1

-

5

3
1
1
(
1 )
(
1 )
(
2)
(
2)

(Continued)

  • 26 -
Code
7900 INCOME (LOSS) BEFORE INCOME TAX
7950 INCOME TAX EXPENSE (Note 17)
8200 NET INCOME (LOSS)
OTHER COMPREHENSIVE INCOME (LOSS)
8310
Items that will not be reclassified subsequently
to profit or loss
8311
Remeasurement of defined benefit obligation
8330
Share of other comprehensive loss of
associates and joint ventures accounted
for using equity method
8360
Items that may be reclassified subsequently to
profit or loss
8361
Exchange differences arising on translation
of foreign operations
8380
Share of other comprehensive loss of
associates and joint ventures accounted
for using equity method
8300
Other comprehensive loss for the year, net
of income tax
8500 TOTAL COMPREHENSIVE INCOME FOR THE
YEAR
EARNINGS (LOSS) PER SHARE (Note 18) FROM
CONTINUING
OPERATION
9710
Basic earnings per share
9810
Diluted earnings per share
2020
(
6 )

1

(
5)

-

6

(
1 )

-


5


-


2019
Amount
$ 409,193 )
51,749
357,444)
1,834
425,053

67,996 )
-
358,891
$ 1,447
$ 0.38)
Amount
$ 96,104
43,516)
52,588

21,435 )

77,838 )

11,703
5,311
82,259)
$ 29,671)
$ 0.06
$ 0.06
(

(

(



(

(

(
(


(
(

1

-

1
-
(
1 )
-

-
(
1)

-

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

Chairman: KUO, SHAO YI Manager: KUO, SHAO YI Accounting Supervisor: Hsu, Li Hsueh

  • 27 -

LEALEA ENTERPRISE Company Limited

INDIVIDUAL STATEMENTS OF CHANGE IN EQUITY Years Ended December 31, 2020 and 2019 (In Thousands of New Taiwan Dollars)

Code
A1
BALANCE JANUARY 1, 2019
2018 Appropriation of earnings
B1
Legal capital reserve
B5
Cash dividends to shareholders
Adjustments to other capital surplus:
C7
Adjustments to share of changes in equities of
associates
M1
Cash dividends paid from parent company to
subsidiaries
M7
From share of changes in equities of subsidiaries
(Note 10)
D1
Net income (loss) in 2019
D3
Other comprehensive income (loss) in 2019, net of
income tax

D5
Total comprehensive income (loss) in 2019

Z1
BALANCE DECEMBER 31, 2019
2019 Appropriation of earnings
B1
Legal capital reserve
Adjustments to other capital surplus:
C7
Adjustments to share of changes in equities of
associates
Q1
Disposal of investments in equity instruments at fair
value through other comprehensive income,
accounted for using equity method
D1
Net income (loss) in 2020
D3
Other comprehensive income (loss) in 2020, net of
income tax

D5
Total comprehensive income (loss) in 2020

Z1
BALANCE DECEMBER 31, 2020
Capital Stock-C o mmon Stock
Amount
$ 9,573,029
-
-
-
-
-
-
-
-
9,573,029
-
-
-
-
-
-
$ 9,573,029
Capital
Surplus
$ 76,303
-
-
3,955
4,309
(
1,543 )
-
-
-
83,024
-
(
4,602 )
-
-
-
-
$ 78,422
Retained Earnings Unappropriated
Earnings
$ 463,532
(
41,559 )
(
382,921 )
-
-
-
52,588
(
29,113 )
23,475
62,527
(
2,330 )
-
23,992
(
357,444 )
13,783
(
343,661)
($ 259,472)
Equity Adjustments
Unrealized Gain
(Loss) on Financial
Assets at Fair Value
Through Other
Foreign Currency
Translation Reserve
Comprehensive
Income
( $ 59,882 )
$ 114,879
-
-
-
-
-
-
-
-
-
-
-
-
11,703
(
64,849)
11,703
(
64,849)
(
48,179 )
50,030
-
-
-
-
-
(
23,992 )
-
-
(
67,996)
413,104
(
67,996)
413,104
($ 116,175)
$ 439,142
Treasury
Stock
( $ 28,470 )
-
-

-
-
-

-
-

-

(
28,470 )
-
-

-
-

-

-

($ 28,470)
Total Equity
Foreign Currency
Translation Reserve
( $ 59,882 )
-
-
-
-
-
-
11,703
11,703
(
48,179 )
-
-
-
-
(
67,996)
(
67,996)
($ 116,175)
Shares
(In Thousands)
957,303
-
-
-
-
-
-
-
-
957,303
-
-
-
-
-
-
957,303
Legal Capital
Reserve
$ 487,091
41,559
-
-
-
-
-
-
-
528,650
2,330
-
-
-
-
-
$ 530,980
Special Capital
Reserve
$ 40,464
-
-
-
-
-
-
-
-
40,464
-
-
-
-
-
-
$ 40,464




$ 10,666,946
-
(
382,921 )
3,955
4,309
(
1,543 )
52,588
(
82,259)
(
29,671)

10,261,075
-
(
4,602 )
-
(
357,444 )

358,891

1,447
$ 10,257,920

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

Chairman: KUO, SHAO YI Manager: KUO, SHAO YI Accounting Supervisor: Hsu, Li Hsueh

  • 28 -

LEALEA ENTERPRISE Company Limited

INDIVIDUAL STATEMENTS OF CASH FLOWS Years Ended December 31, 2020 and 2019 (In Thousands of New Taiwan Dollars)

Code
CASH FLOWS FROM OPERATING ACTIVITIES
A10000
Income (loss) before income tax
A20010
Adjustments to reconcile profit (loss)
A20100
Depreciation expense
A20200
Amortization expense
A20300
Expected credit losses recognized on investments in debt
instruments
A20900
Finance costs
A21200
Interest income
A21300
Dividend income
A20400
Loss (gain) on financial assets or liabilities at fair value
through profit or loss, net
A22300
Share of profits (loss) of subsidiaries, associates and
joint ventures accounted for using equity method
A22500
Loss (gain) on disposal or retirement of property, plant
and equipment
A23100
Disposal of loss (gain) on investment
A23700
Loss for market price decline and obsolete and
slow-moving inventories or gain from price recovery
of inventory
A23900
Unrealized (realized) gain from inter-affiliated accounts
A24100
Loss (gain) on foreign exchange
A30000
CHANGES IN OPERATING ASSETS AND LIABILITIES
A31130
Notes receivable
A31150
Accounts receivable
A31200
Inventories
A31230
Prepayments
A31240
Other current assets
A31250
Other financial assets
A31990
Other assets
A32130
Notes and bills payable
A32150
Accounts payable
A32180
Other payables
A32230
Other current liabilities
A32240
Net defined benefit liability
A33000
Net cash generated by operating activities
2020
$ 409,193 )
612,378
56,558

180 ) (
39,987

42,691 ) (

1,547 ) (

30,867 )
165,207
2,051 (

62 )

31,586 ) (
119
14,110
83,191
162,012
444,018

79,704 ) (

461 ) (

261,403 )

63 )

85 ) (
49,372 (

42,629 )
41,436
14,193)
(
755,775
2019
(
(
(
(
(
(
(
(
(
(
(
(
(
(
$ 96,104

592,317

75,435

5,289 )

49,049

67,231 )

1,129 )

20,031

190,736

4,333 )

-

7,925 )

3,196

27,556

59,987

499,537

288,825

44,907 )

26,052 )

10,374

-

269,108 )

245,041 )

88,963

41,791
39,454)

1,333,432

(Continued)

  • 29 -
Code
A33100
Interest received
A33200
Dividend received
A33200
Dividends received from associates
A33300
Interest paid
A33500
Income tax paid
AAAA
Net cash flows from operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
B01800
Acquisition of long-term equity investment using the equity
method
B01900
Disposal of long-term equity investments using the equity
method
B02700
Acquisition of property, plant and equipment
B02800
Disposal of property, plant and equipment
B03700
Increase (decrease) in refundable guarantee deposits
B04300
Increase (decrease) in advance loans from related parties
B04500
Acquisition of Intangible assets
BBBB
Net cash used in investing activities
CASH FLOWS FROM FINANCIING ACTIVITIES
C00100
Increase (decrease) in short-term loans
C00500
Increase (decrease) in short-term bills payable
C01600
Long-term borrowings
C01700
Repayment of long-term borrowings
C03100
Increase (decrease) in guarantee deposits received
C03700
Increase (decrease) in advance loans payable to related parties
C04020
Repayment of the principal portion of lease liabilities
C04500
Cash dividends to shareholders of the company
CCCC
Net cash used in financing activities
DDDD EFFECT OF EXCHANGE RATE CHANGES ON CASH AND
CASH EQUIVALENTS
EEEE
NET DECREASE IN CASH AND CASH EQUIVALENTS
E00100 CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
E00200 CASH AND CASH EQUIVALENTS, END OF YEAR
2020
$ 43,501
1,547
51,236

40,628 ) (
7,465)
(
803,966


625,090 ) (
15,648

395,156 ) (
3,437

215 )
14,109 (
1,445)
(
988,712)
(

170,000 )
660,000 (
-

474,667 ) (

592 )
72,000 (

236 ) (
-
(
86,505
(
9,292)
(

107,533 ) (
1,232,460

$ 1,124,927
2019

(
(

(
(
(
(
(
(
(
(
(


(
(

$ 67,164

1,129

68,245

48,950 )
156,280)
1,264,740

65,200 )

-

489,745 )

5,037

176

530,095 )
471)
1,080,298)

270,000

50,000 )

440,000

620,666 )

1,141

32,000 )

57 )
382,921)
374,503)
976)

191,037 )
1,423,497
$ 1,232,460

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

Chairman: KUO, SHAO YI Manager: KUO, SHAO YI Accounting Supervisor: Hsu, Li Hsueh

  • 30 -

Attachments 2

LEALEA ENTERPRISE CO., LTD.

Comparison Table of Provisions Before and After Amendment of “Articles of Incorporation”

Original Provision Amended Provision Reason for
Amendment
Article 7
The company’s stocks are registered
stocks that are signed or sealed by
three or more directors and issued after
being issued with a visa from the
issuing registration agency approved
by the competent authority. The shares
issued by the company may be
exempted from printing stocks and
should be registered with the securities
centralized custodial institution.
Article 7
In accordance with the laws and
regulations the stocks are delivered in
the form of account book transfer
instead of printing the physical stocks;
the same applies to the issuance of
other securities.
Cooperate with
the amendment
of the law
Article 32
This charter was established on
December 8, 1978
The first amendment was made on
December 29, 1980



The twenty-sixth amendment was on
June 18, 2020
Article 32
This charter was established on
December 8, 1978
The first amendment was made on
December 29, 1980



The twenty-sixth amendment was on
June 18, 2020
The twenty-seventh amendment was
on June 23, 2021
Update the
amended date
and frequency
  • 31 -

LEALEA ENTERPRISE CO., LTD. Article of association

Chapter I General Principles

  • Article 1 The company was organized in accordance with the provisions of the Company Act and was named LEALEA ENTERPRISE CO., LTD.

  • Article 2 The Company's businesses are as follows:

  • A102060 Grain Commerce

  • A401020 Animal Husbandry

  • C301010 Yarn Spinning Mills

  • C302010 Knit Fabric Mills

  • C399990 Other Textile Products Manufacturing

  • C601990 Other Paper Products Manufacturing

  • C701010 Printing

  • C702010 Platemaking Manufacturing

  • C801100 Synthetic Resin & Plastic Manufacturing

  • C801120 Manmade Fiber Manufacturing

  • D101050 Steam and Electricity Paragenesis

  • F104110 Wholesale of Cloths, Clothes, Shoes, Hat, Umbrella and Apparel, Clothing Accessories and Other Textile Products

  • F108040 Wholesale of Cosmetics

  • F208040 Retail Sale of Cosmetics

  • F208050 Retail Sale of the Second Type Patent Medicine

  • F111090 Wholesale of Building Materials

  • F113010 Wholesale of Machinery

  • F114010 Wholesale of Automobiles

  • F114030 Wholesale of Motor Vehicle Parts and Supplies

  • F201010 Retail sale of Agricultural Products

  • F204110 Retail sale of Cloths, Clothes, Shoes, Hat, Umbrella and Apparel, Clothing Accessories and Other Textile Products

  • F211010 Retail Sale of Building Materials

  • F213080 Retail Sale of Machinery and Equipment

  • F214010 Retail Sale of Automobiles

  • F214030 Retail Sale of Motor Vehicle Parts and Supplies

  • F301010 Department Stores

  • F301020 Supermarkets

  • F401010 International Trade

  • F501030 Coffee/Tea Shops and Bars

  • F501060 Restaurants

  • G202010 Parking Garage Business

  • 32 -

  • H701040 Specialized Field Construction and Development

  • H701060 New County and Community Construction and Investment

  • IZ99990 Other Industry and Commerce Services Not Elsewhere Classified

  • J701020 Amusement Parks

  • J701040 Recreational Activities grounds and Facilities

  • J801030 Athletics and Recreational Sports Stadium

  • JA01010 Automotive Repair and Maintenance

  • JE01010 Rental and Leasing Business

  • IG01010 Biotechnology Services

  • IG02010 Research Development Service

  • H701010 Residence and Buildings Lease Construction and Development

  • H701020 Industrial Factory Buildings Lease Construction and Development

  • H703090 Real Estate Commerce

  • H703100 Real Estate Rental and Leasing

  • ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.

  • Article 2-1 Based on the business needs, the Company may provide external guarantees.

  • Article 2-2 The Company's investment in other businesses may not be restricted by the Company Law related to the total amount of investment, but the investment in long-term equity shall be approved by the board of directors.

  • Article 3 The company set up a head office in Taipei City, and if necessary, through the resolution of the board of directors, it may establish branches at home and abroad.

  • Article 4 The company's announcement method shall be handled in accordance with Article 28 of the Company Law.

Chapter II Shares

  • Article 5 The total capital is rated at twelve billion New Taiwan dollars, divided into 1.2 billion shares, each with a denomination of ten New Taiwan dollars per share, and is issued in multiples. Unissued shares are authorized to be issued by the board of directors based on actual needs.

  • Article 6 The transfer to employees at a price lower than the average price of the actual shares bought back should be submitted to the latest shareholders meeting to represent more than half of the total issued shares before the transfer, and with more than two-thirds of the voting rights of present shareholders agree.

  • Article 7 The company’s stocks are registered stocks that are signed or sealed by three or more directors and issued after being issued with a visa from the issuing registration agency approved by the competent authority. The shares issued by the company may be exempted from printing stocks and should be registered with the securities centralized custodial institution.

  • Article 8 Changes to the record in the shareholder register shall not be made within 60 days before the regular shareholders meeting, 30 days before the extraordinary shareholders

  • 33 -

meeting, or within 5 days before the base date of the company's decision to distribute dividends, bonuses or other benefits.

Chapter III Shareholders' Meeting

  • Article 9 The company’s shareholders meeting is divided into two types: The regular shareholders meeting is held within six months after the end of each fiscal year; The extraordinary shareholders meeting shall be convened in accordance with relevant laws and regulations when necessary.

  • Article 9-1 The company’s shareholders meeting should be convened 30 days before, and the convening of the extraordinary shareholders meeting should be held 15 days before. The date, place and reason for the meeting should be notified to all shareholders and announced. The notice of the convening of the shareholders meeting may be carried out electronically if the shareholders agree.

  • Article 10 When a shareholder is unable to attend the shareholders meeting for some reason, a letter of attorney issued by the company shall be issued, stating the scope of authorization. An agent will attend the meeting.

  • Article 10-1 The chairman of the shareholders meeting shall be the chairman of the board of directors. If the chairman is absent, the vice chairman shall act as the deputy chairman of the board of directors when there is a vice chairman; When the vice chairman is also absent for some reason, the chairman shall appoint a director to act as his agent; If the chairman of the board does not appoint a person, one of the directors will recommend each other as an agent; If it is convened by a convener other than the board of directors, the chairman shall be the convener. If there are two or more conveners, one of the other conveners shall be elected.

  • Article 11 Shareholders of the company have one voting right per share; however, those who are restricted or have no voting rights listed in Paragraph 2, Article 179 of the Company Law shall not be subject to this restriction.

  • Article 12 The resolutio ns of the shareholders' meeting shall be attended by shareholders representing more than half of the total number of shares issued, unless otherwise provided by relevant laws and regulations, and shall be executed with the approval of more than half of the voting rights of the shareholders present. When the number of shareholders present is less than the amount specified in the preceding paragraph, it is understood that the relevant provisions of the Company Law shall be followed.

  • Article 13 The resolutions of the shareholders' meeting shall be recorded in the minutes, which shall be signed or sealed by the chairman, and the minutes shall be distributed to all shareholders within 20 days after the meeting.

The production and distribution of the proceedings can be done electronically, and the method of distribution can be announced.

The minutes of the proceedings should record the year, month, day, venue, chairman's name and resolution method of the meeting, and should record the essentials and results of the proceedings.

  • 34 -

The minutes of the proceedings, the attendance card of the attending shareholders, and the proxy attendance letter of attorney shall be properly kept in accordance with the regulations of the competent authority.

  • Article 14 The shareholders' meeting may check the schedules and reports of the audit committee submitted by the board of directors, and decide on the distribution of surplus or compensation of losses.

Chapter IV Directors and Supervisors

  • Article 15 There are nine directors (including three independent directors) with a term of three years, and they may be re-elected. The election of directors adopts a candidate nomination system, and the shareholders choose from the list of director candidates.

  • Article 16 The directors organize the board of directors. Two-thirds or more of the directors present and more than half of the directors’ present agree to elect one of them as the chairman of the board, and a vice chairman may be appointed by the directors in the same way to perform all the affairs of the company. The president represents the company externally.

  • Article 17 When the vacancy of directors reaches one-third or all independent directors are dismissed, the board of directors shall convene an interim meeting of shareholders within 60 days to elect them.

  • Article 18 When the chairman of the board asks for leave or is unable to exercise his powers for some reason, his agency shall be handled in accordance with Article 208 of the Company Law.

When a director entrusts other directors to attend a meeting as an agent, he shall issue a power of attorney each time and list the authorized scope of the reason for the convening.

The notice of the convocation of the board of directors can be notified in writing, fax, e-mail, etc.

When the board of directors is meeting, if a video conference is used, the directors who participate in the meeting on the video screen shall be deemed to have attended the meeting in person.

  • Article 19 The resolution of the board of directors, unless otherwise stipulated by the Company Law, should be attended by more than half of the directors, and more than half of the directors present should agree to it.

Article 20 Delete Article 21 Delete Article 22 Delete Article 23 Delete Article 24 Delete Article 25 Delete

Article 26 The remuneration of the chairman and directors shall be authorized by the board of directors to determine the extent of their participation in the operation of the company and the value of their contribution to the usual standards of the industry.

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Chapter V Managers

  • Article 27 The company may have one general manager and several managers, and their appointment, dismissal and remuneration shall be handled in accordance with the relevant provisions of the Company Law.

Chapter VI Accounting

  • Article 28 At the end of each fiscal year, the board of directors shall prepare: (1) Business report (2) Financial statements (3) Proposals for surplus distribution or loss allowances, etc. After 30 days before the meeting of the regular shareholders meeting, it is submitted to the audit committee for verification, and then submitted to the regular shareholders meeting to request recognition.

  • Article 29 If there is a profit in the year, at least 2% should be allocated for employee compensation, and no more than 5% for directors' compensation. However, when there are accumulated losses, the compensation amount shall be reserved, and then the remuneration of employees and directors shall be allocated in accordance with the aforementioned proportion. The remuneration of employees shall be determined by the board of directors in stock or cash, and the payment objects may include employees of affiliated companies who meet the conditions set by the board of directors.

  • Article 30 If there is a surplus in the annual final accounts, the accumulated losses shall be made up first, and then 10% shall be allocated as the statutory surplus reserve according to law; However, when the statutory surplus reserve has reached the total paid-in capital, it is exempted to continue to be listed. The special surplus reserve shall be allocated or transferred in the second time according to laws or regulations or regulations of the competent authority. If there is a balance, add the accumulated undistributed surplus at the beginning of the period as the distributable surplus, and allocate 0% to 100% of the distributable surplus, which shall be distributed after the board of directors drafts a distribution proposal and submits it to the shareholders meeting for resolution. Among the shareholder dividends decided by the board of directors, the cash dividend shall not be less than 5% of the total dividends. However, if the cash dividend per share does not reach 0.1 yuan, it may be paid as a stock dividend.

Due to the changeable industrial environment and the development of diversification, the board of directors may change the payment of stock dividends in accordance with the capital budget and capital status.

Chapter VII Supplementary Provisions

Article 31 Matters not stipulated in this Articles of Association shall be handled in accordance with the Company Law and relevant laws and regulations.

Article 32 This charter was established on December 8, 1978 The first amendment was made on December 29, 1980 The second amendment was made on February 24, 1981 The third amendment was on February 21, 1982 The fourth amendment was on September 8, 1984 The fifth amendment was on September 4, 1988 The sixth amendment was made on September 25, 1988 The seventh amendment was made on November 28, 1988

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The eighth amendment was made on April 15, 1989 The ninth amendment was on June 7, 1989 The tenth amendment was on February 23, 1990 The eleventh amendment was made on April 24, 1991 The twelfth amendment was made on March 27, 1992 The thirteenth amendment was made on May 19, 1993 The fourteenth amendment was made on April 26, 1994 The fifteenth amendment was on May 10, 1995 The sixteenth amendment was made on June 5, 1996 The seventeenth amendment was made on May 7, 1997 The eighteenth amendment was on April 23, 1998 The nineteenth amendment was on May 27, 1999 The twentieth amendment was on April 26, 2000 The twenty-first amendment was made on June 13, 2001 The twenty-second revision was made on June 12, 2002 The twenty-third revision was on June 3, 2004

The twenty-fourth amendment was made on June 10, 2005 The twenty-fifth amendment was made on June 14, 2006 The twenty-sixth amendment was on June 13, 2008 The twenty-seventh amendment was on June 19, 2009 The twenty-eighth amendment was on June 17, 2010 The twenty-ninth amendment was on June 15, 2011 The thirtieth amendment was on June 6, 2012

The thirty-first amendment was made on June 13, 2013 The thirty-second amendment was made on June 11, 2014. The thirty-third revision was on June 10, 2015

The thirty-fourth amendment was made on June 8, 2016 The thirty-fifth amendment was made on June 12, 2018 The twenty-sixth amendment was on June 18, 2020

LEALEA ENTERPRISE CO., LTD. Chairman KUO, SHAO-YI

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Attachments 3

LEALEA ENTERPRISE CO., LTD. Rules of Procedure for Shareholders Meetings

Amended on 2021.03.29

  • Article 1 The company’s shareholders’ meeting is conducted in accordance with these rules. Article 2 The “shareholders” mentioned in these rules refer to the shareholders themselves and their agents and solicitors as regulated by the “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies”.

  • Article 3 Shareholders attending the shareholders meeting should present their attendance sign card or other attendance certificates to complete the procedures for attending the shareholders meeting; and should bring the original identification documents or other certification documents approved by the company, so that the staff can check it when necessary before going through the attendance. The number of attending shares shall be calculated based on the attendance card or other attendance certificates that have completed attendance procedures, plus the number of shares exercising voting rights electronically.

  • Article 4 The place of the shareholders meeting shall be at the place where the company operates and suitable for the meeting of shareholders. The start time of the meeting shall not be earlier than nine o'clock in the morning or later than three o'clock in the afternoon.

  • The registration area should be clearly marked, and there should be adequate staff at the venue, and the attendance procedures for shareholders should be handled at least 30 minutes before the start of the meeting; However, in the event of sudden force majeure, it is not subject to this limitation, and the situation should be eliminated as soon as possible, or other countermeasures should be adopted to accept shareholders to attend the shareholders meeting.

  • Relevant personnel who need to participate in and assist in the convening of the shareholders' meeting, if they are shareholders, may not be restricted by the announced time for attendance procedures.

  • Article 5 Unless otherwise provided by law or regulation, this Corporation's shareholders meetings shall be convened by the board of directors.

  • If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the directors to act as chair, or, if there are no directors, one of the directors shall be appointed to act as chair. Where the chairperson does not make such a designation, the directors or the directors shall select from among themselves one person to serve as chair.

  • Article 6 This Corporation may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting in a non-voting capacity.

  • Article 7 Regarding the process of the shareholders meeting, the company shall record or record the entire process and keep it for at least one year.

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  • Article 8 At the appointed meeting time, with the attendance of shareholders representing more than half of the total issued shares, the chair shall call the meeting to order. If the meeting time has passed but no shareholders representing more than half of the total issued shares are present, the chairman may announce the postponement. If the quorum is not met after two postponements but with the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175 of the Company Act with the approval of more than half of the voting rights of the shareholders present.

  • When the shareholders' meeting being a tentative resolution in the preceding paragraph, if the total number of shares represented by the shareholders present is sufficient to represent more than half of the total number of issued shares, the chairman may declare a formal meeting at any time and submit the tentative resolutions that have been made to the meeting again for voting.

  • Article 9 If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. The meeting shall proceed in the order set by the agenda. After reaching the time for the announced shareholders' meeting, it cannot be changed without a resolution of 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.

  • Article 10 When this Corporation holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means.

  • A shareholder exercising voting rights by electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting.

  • Shareholders who exercise their voting rights electronically and have not revoked their expressions of intent two days before the shareholders' meeting can still attend the shareholders' meeting to participate in the proposal and voting of the interim motion, but they cannot propose amendments to the original proposal and can no longer exercise their voting rights.

  • Article 11 Before speaking, an attending shareholder must specify on a speaker's slip the shareholder account number and name, and his/her subject of the speech. The order in which shareholders speak will be set by the chair.

  • A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.

  • When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.

  • Article 12 Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.

  • Article 13 When a legal person is entrusted to attend the shareholders meeting, the legal person may only appoint one representative to attend.

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Article 14 After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.

  • Article 15 When the chairman considers that the discussion of the proposal has reached the point where it can be voted, he may announce the cessation of the discussion and put it to the vote.

  • Article 16 Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of this Corporation. The results of the voting shall be announced on-site at the meeting, and with a record made of the vote.

  • Article 17 When a meeting is in progress, the chair may announce a break based on time considerations.

  • Article 18 The voting of the proposal shall be passed with the approval of more than half of the voting rights.

  • A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.

  • Article 19 Shareholders may not participate in the voting when they have their own interests in matters of the meeting that may be harmful to the interests of the company and shall not act on behalf of other shareholders to exercise their voting rights.

  • Article 20 The resolutions of the shareholders' meeting shall not be included in the total number of issued shares for the number of shares of non-voting shareholders. The number of shares for which voting rights cannot be exercised in the preceding article shall not be counted as the number of voting rights of shareholders present.

  • Article 21 When there are amendments or alternatives to the same motion, the chairman shall determine the order of voting in accordance with the original motion. If one of the bills has been passed, the other bills are deemed to be rejected and there is no need to vote again.

  • Article 22 The chairman may direct pickets, security personnel or staff to help maintain order in the venue.

  • Article 23 The resolutions of the shareholders' meeting shall be recorded in the minutes, signed or stamped by the chairman, and distributed to all shareholders within 20 days after the meeting. The distribution of the minutes shall be made by public announcement.

  • The minutes of the proceedings should record the year, month, day, venue, chairman's name and resolution method of the meeting, and should record the essentials and results of the proceedings.

The minutes of the proceedings, the attendance card of the attending shareholders, and the proxy attendance letter of attorney shall be properly kept in accordance with the regulations of the competent authority.

  • Article 24 These Rules, and any amendments hereto, shall be implemented after adoption by Board of Directors.

Matters not stipulated in this rule shall be handled in accordance with the company law.

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Attachments 4

LEALEA ENTERPRISE CO., LTD. Shareholding of All Directors

As of the Closing Date: April 25, 2021

Title Name Closing Date
Number of
Shareholding
Explanation
Chairman KUO, SHAO-YI 13,673,114 1. As of the closing date
the Company’s total
number of issued
shares is 957,302,942
shares.
2. In accordance with
Article 26 of the
Securities Exchange
Law and the "Public
Company’s Directors
and Supervisors'
Shareholding Ratio
and Inspection
Implementation
Rules", the minimum
total number of the
shares that all directors
should hold are
30,633,694 shares.
3. All directors of the
Company actually hold
186,246,303 shares,
which has reached the
statutorythreshold.
Director TUNG TING INVESTMENT CO., LTD.
Representative:CHEN, HAN-CHING
76,336,784
Director LI PENG ENTERPRISE CO., LTD.
Representative:KUO, SHU-CHEN
71,743,197
Director SHUN YU INVESTMENT CO., LTD.
Representative:KUO, KO-CHUNG
15,359,913
Director LI ZAN INVESTMENT CO., LTD.
Representative:KUO, CHI-AN
6,101,375
Director HUNG, TSUNG-CHI 3,031,920
Independent
Director
LEE, DAW-MING 0
Independent
Director
LU, CHI-CHANT 0
Independent
Director
OU, YU-LUN 0
Total 186,246,303
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