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LP AGM Information 2021

Aug 27, 2021

51810_rns_2021-08-27_47c81857-a863-4104-8b78-4c348b1b5aca.pdf

AGM Information

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Stock Code:1447

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LI PENG ENTERPRISE CORPORATION

Handbook of 2021 Annual General Shareholders’ Meeting

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Date: June 23, 2021 Place: No. 33, Gongye Road, Fangyuan Industrial Zone, Fangyuan Township, Changhua County (Nylon General Factory)

LI PENG ENTERPRISE CORPORATION

Handbook of 2021 Annual General Shareholders’ Meeting (Translation)

Table of Contents

Ⅰ. Meeting Procedures ----------------------------------------------------------------------------- 1 Ⅱ. Meeting Agenda --------------------------------------------------------------------------------- 2 Ⅲ. Report Items ------------------------------------------------------------------------------------- 3 Ⅳ. Matters for Ratification ------------------------------------------------------------------------- 8 Ⅴ. Matters for Discussion and Election ---------------------------------------------------------- 10 Ⅵ. Extemporary Motion ---------------------------------------------------------------------------- 13 Ⅶ. Attachments 1. The 2020 auditing report and financial statements --------------------------------------- 14 2. Comparative Table for the Current and Amended Articles of “Article of association” ------------------------------------------------------------------------------------ 32 3. Rules for the Election of Directors --------------------------------------------------------- 39 4. Rules of Procedure for Shareholders’ Meetings ------------------------------------------ 40 5. Shareholding of All Directors --------------------------------------------------------------- 43

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.

LI PENG 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 and Election

  6. Extemporary Motion

  7. Meeting Adjourned

  8. 1 -

LI PENG ENTERPRISE CO., LTD.

2021 Annual General Shareholders’ Meeting Agenda

Time: 2021/ 06/ 23 (Wednesday), 9 a.m.

Place: No. 33, Gongye Road, Fangyuan Industrial Zone, Fangyuan Township, Changhua County (Nylon General Factory)

Meeting Procedures

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

  2. Chairman’s Statement

  3. Report Items:

  4. (1) The 2020 business report

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

  6. (3) Report on Allocation of 2020 Remuneration to Board of Directors and Employees.

  7. Matters for Ratification

  8. (1) The 2020 business reports and financial statements

  9. (2) The 2020 proposals for surplus distribution or loss allowances

  10. Matters for Discussion and Election:

  11. (1) Amendment to “Article of association”

  12. (2) Re-election of directors

  13. (3) Removal of Non-Competition Restriction Against the Board of Directors and representatives

  14. Extemporary Motion

  15. Meeting Adjourned

  16. 2 -

Report Items

Ⅰ. The 2020 business report

Explanatory Notes: The 2020 business report is as follows.

Business report

1. The 2020 operational performance

(1) Plan execution:

Due to the Covid-19 epidemic, many countries ’block down has significant impact on the global supply chain. This results in a sharp decline in revenue in the first half of 2020. Moreover, the price of CPL raw materials hit bottom in the third quarter, which also affected the price and sales of nylon chips and nylon yarn. Additionally, the material suppliers stop manufacturing for maintenance in the fourth quarter causing decreased market supply, which is expected to influence the price. In the third quarter, our company established a subsidiary, named Eton Petrochemical Co., Ltd, participating in chemicals trading sector, implementing diversification and vertical integration to supply to Polytex petrochemical companies. This on one hand contributes to company’s overall benefit. On the other hand, the company through Eton seizes potential opportunities in petrochemical industry, increasing the accuracy of the company's judgment on the supply and demand of the textile market and enhancing the effectiveness of operating strategy implementation.

The 2020 consolidated revenue is NT$13.559 bil, 7.00% lower than that of 2019. After tax income is NT$ -414 mil, 69.77% lower than that of 2019. Major products are nylon chips 119,178 tons, nylon yarn 27,452 tons, woven fabric 30,850 thousand yards 、 knit fabric 819 tons.

(2) Budget implementation :

Not available. Our company only set the 2020 internal budget, and did not disclose financial forecasts to the public.

(3) Revenue, expenditure, and profitability analysis :

The 2020 unconsolidated revenue of subsidiaries is NT$ 10.37 billion, after tax income is NT$ -412 mil, After tax profit margin is -3.97%, earnings per share is NT$ -0.48. Our company unconsolidated financial income and expense and profitability analysis are as below table.

Unit: Thousand NT$

Unit: Thousand NT$
Increase (Decrease)
Item 2019 2020
Amount and Ratio
Operating income 14,452,347 10,369,775 -4,082,572
Financial
Operating cost 14,091,788 10,168,838 -3,922,950
income and
Before tax profit -322,087 -533,806 -211,719
expense
Net Income -249,366 -412,009 -162,643
Return on asset (%) -1.11 -2.12 -1.01
Return on equity (%) -2.61 -4.39 -1.78

Before tax income to paid-in capital
Profitability -3.52 -5.83 -2.31

ratio (%)
Profit margin (%) -1.72 -3.97 -2.25
Earnings pershare (NT$) -0.29 -0.48 -0.19
  • 3 -

(4) Research and development :

The company’s product R&D direction is still mainly to meet the customers’ demand. Beside diversifying high value-added products, we reach out of the textile area, moving toward industrial plastic area, expanding the application range of nylon.

Moreover, our product development also focuses on environmental protection and the concept of energy saving and carbon reduction. Environment friendly products contribute to reduction of energy consumption, greenhouse gas emission during the manufacturing process. The R&D has recently been focused on waste recycling, and gained positive outcomes. It has successfully converted environmental protection concepts into actual orders, achieving the economic goals. The company’s products which have been mass-produced are as following table:

Type Application Specifications
Elastic Nylon Chip/Yarn Injection grade and fiber
grade footwear textile
industrial fiber, single fiber
Naturally elastic fiber, elasticity
without processing
Modified/Functionalized
Nylon Chip
Used for upgrading the
physical properties of
products such as injection
grade and extrusion grade,
replacing the customers;
existing imported materials.
Increase nylon chips’ added value,
also low gravity specification which
are also in line with lightweight
concepts and differentiation to the
other suppliers.
Film grade Nylon Chip Improving the physical
properties of film products
to enhance stability
Functionalized
Monofilament from
Nylon Chip
Extrusion grade and fiber
grade monofilament,
industrial fiber,
monofilament
Increase nylon chips’ value added
and differentiate with the other
manufacturers
Transparent Nylon Chip Injection grade and
extruded product physical
properties modification use
Brittle Polyether Chip Modification of injection-
grade and fiber-grade
footwear fabric material,
industrial fiber, single fiber,
and recycled chips
High light transmittance, replacing
PET differentiated products, high
dyeing and finishing dispersion
uniformity, high spinning yield
Low viscosity attenuation rate
during processing is in line with
environmentally friendly recycling
purposes
Low dye nylon fiber High grade knit fabric,
sports, leisure
Combined with normal nylon fibers
to produce a two-tone nylon
processed yarn
Antibacterial nylon yarn Increase the antibacterial
effectiveness after laundering and
dyeing
Low moisture absorption
nylon yarn
Low moisture absorption and high
product size stability
  • 4 -
Type Application Specifications
Nylon recycled yarn Knit fabric textile, sport,
leisure
GRS green recycling application
Flame retardant nylon
yarn
touch fastener, tents Flame retardant effect

2. The 2021 business plan summary

In terms of business strategy, the company defines this year as a leap year, with the overall spirit of “the whole company is of one mind, establishing a sustainable foundation, crossing the boundary, and breaking through international changes”.

The world has been continuously affected by Covid-19 pandemic. Taiwan has achieved such a good pandemic prevention thanks to the unity of the whole country. Also, our company with unity spirit turns risks into opportunities. In order to reduce plastic consumption, textile product application expands to 3C supporting products. With our strong R&D, sales and one stop production services, we are able to coordinate with brand owners’ R&D plan for product development, facilitating the penetration of textile products in electronic materials. We will also actively expand the market and seize business opportunities in 3C application field.

Nylon business unit: Carefully evaluate the supply and demand changes and price fluctuations of raw and auxiliary materials to effectively plan procurement strategies.

Nylon chips: Actively developing and selling products, expanding the scope of application; boosting sales in India, Central and South America, and developing new markets.

Nylon yarn : Seeking for more stable quality and continue making differentiated products.

High-end textile business unit: Improving coloring accuracy, promptly responding to customer needs; developing environmentally friendly, functional, and high-value-added textile products, strengthening brand cooperation, and seeking for new customers.

3. The company’s future development strategy under impacts of external environment, legal environment, and overall business environment

With the rise of environmental awareness, in recent years, global brands such as home furniture, apparel, footwear materials, 3C, etc. have begun to set annual carbon reduction targets. Besides their own requirements, their supply chain manufacturers also need to join carbon reduction process in order to obtain a complete green product life. The RePET, Ecoya, and ReEcoya developed by our company, and waste recycled products, have been highly recognized, and the sales volume has been increasing year by year.

For gaining more global environmentally friendly product orders, aiming to green production goals, Libolon Energy Co. LTD was established with 70% investment from our company, preparing to invest in the green power field of wind power generation to provide the energy required for the group's production. In the future, the company will move towards the goal that 100% of the power for production is green energy.

In the face of the global economic downturn and instability, the company still strives to seek for innovation and change, showing its determination of sustainable operation. Finally, I would like to express my deepest gratitude to all shareholders and wish you all good health and all the best.

Chairman : KUO SHAO YI Manager : KUO SHAO YI Accounting head : KO PEI CHUN

  • 5 -

Ⅱ. The 2020 audit committee’s audit report:

Explanatory Notes: The audit committee’s audit review is as follows:

Audit committee’s audit report

The audit committee reviewed the business report, the proposal for surplus distribution or loss allowances and the 2020 financial statements which were prepared by the Board of Directors. The financial statements were audited by Deloitte’s accountants, Wu, Ker-Chang and Chiu, Ming-Yu and an audit report was issued. It is believed that there is no discrepancy, and they were submitted for revision in accordance with Article 14-4 of the Securities Exchange Act and Article 219 of the Article of association.

Regards,

The company’s 2021 regular shareholders’ meeting

LI PENG ENTERPRISE CO., LTD.

Audit committee convener : Lin, Yao Chuan

Taiwan, March 29, 2021

  • 6 -

Ⅲ. Report on Allocation of 2020 Remuneration to Board of Directors and Employees.

Explanatory Notes: Since 2020 saw a before tax loss, it is not necessary to allocate employee and director’s remuneration.

  • 7 -

Matters for Ratification

Item 1

Proposed by the Board of Directors

Proposal: The 2020 business report and financial statements.

Explanatory Notes:

  1. The 2020 financial statements audited by Deloitte’s accountants Wu, Ker-Chang and Chiu, Ming-Yu together with the business report reviewed by the audit committee with audit reports.

  2. The business report, the accountant’s audit report and the above-mentioned financial statements are as Attachments 1, p.3 ~ 5 and p.14 ~ 31.

Resolution

  • 8 -

Item 2

Proposed by the Board of Directors

Proposal: The 2020 proposals for surplus distribution or loss allowances

Explanatory Notes:

The 2020 net loss after tax income is NT$ 412,009,449. The 2020 proposals for surplus distribution or loss allowances is as follows

LI PENG ENTERPRISE CO.,LTD. Proposals for surplus distribution or loss allowances

R.O.C 2020

Unit: NT$

R.O.C 2020 2020 Unit: NT$
Item Amount Note
Loss to be made up at the beginning of the period
After tax income
Actuarial profit (loss) included in retained
earnings
Equity method recognition and disposal
of equity instruments measured at fair
value through other comprehensive income
(loss)
Net (loss) profit after tax plus non-net (loss)
profit after tax items included in retained earnings
Set aside the special surplus reserve according to
law (Note)
(412,009,449)
13,239,886
(14,363,329)
(248,943,111)
(413,132,892)
372,966,405
Loss to be made up at the end of period (289,109,598)

Note: According to the Financial Supervision and Administration Commission of the Executive Yuan, financial management certificate No. 1010012865 letter regulates the difference between the special surplus reserve and the net deduction of other equity is reversed.

Chairman : KUO SHAO YI

Manager : KUO SHAO YI

Accounting Head : KO PEI CHUN

Resolution

  • 9 -

Matters for Discussion and Election

Item 1

Proposed by the Board of Directors

Proposal: Amendment of “Articles of Association”

Explanatory Notes:

In accordance to legal regulation, Comparative Table for the Current and Amended Articles of Association is as attachment 3, Handbook page 33~38.

Resolution

Item 2

Proposed by the Board of Directors

Proposal: Director re-election

Explanatory Notes:

  1. The term of the 19th Board of Directors shall end on June 11, 2021. According to laws and regulations and the Article of association, it is proposed to cooperate with this regular shareholders’ meeting to re-elect directors.

  2. Pursuant to the Article of association, article 15, there are 9 directors to be elected (including 3 independent directors) deploying the candidate nomination system, each term lasts three years, from June 23, 2021 to June 22, 2024, and the term of the directors ends when the current regular shareholders' meeting is finished.

  3. Director candidate list (including independent directors) was approved by the Board of Directors on May 13, 2021, as follows:

Type Candidate Major education and experience background Shareholding
Director KUO SHAO YI I National Taiwan University of Science and technology-
EMBA- Management Institute – Business Administration
Department
Chairman -Li Peng Enterprise Co., Ltd.
Chairman- Lealea Enterprise Co., Ltd
Chairman - Lealea Technology Co., Ltd.
Chairman - Li Ling Film, Co., Ltd.
Chairman- Lea Jie Energy Co., Ltd.
Chairman- Apex Fong Yi Technology Co., Ltd.
Chairman- Tung Ting Investment Co., Ltd.
Chairman- Libolon Energy Co., Ltd
Chairman- Eton Petrochemical Co., Ltd.
Chairman- Pt. Indonesia Libolon Fiber System
Chairman- In Talent Investments Limited

9,584,819
Director CHEN PING HUANG Provincial Taipei Institute of Technology -Chemical
Engineering Department
Deputy General Manager -Li Peng Enterprise Co., Ltd.
Supervisor - Lea Jie Energy Co., Ltd.
Director- Fuli Express Co.,Ltd.
53,343
Director KUO CHI KANG The U.S California State Polytechic Univeristy, Pomona,
Hotel management department
Director/CEO- Rich Development Co., Ltd.
Chairman-
400,644
  • 10 -
Type Candidate Major education and experience background Shareholding
Yilan Lealea Development Holding Co. Ltd.
Director- Ho Ching Enterprises Co., Ltd.
Director- Forest Water Environmental Engineering Ltd.
Director- Li Peng Enterprise Co., Ltd.
Director- Lealea Enterprise Co.,Ltd
Director LEALEA ENTERPRISE CO.,
LTD Representative:
TUNG,MIN-HSIUNG

Feng Chia Univerity, Department of Textile Engineering
Deputy general manager - Li Peng Enterprise Co., Ltd.
Supervisor - Libolon Energy Co., Ltd.
145,353,853
Director LI MOU INVESTMENT
Representative:
KUO SU JEN
Yale University- MBA & Master Public Health
Chairman -Ho Ching Enterprise Co., Ltd.
Chairman - Lea He Investment Co. Ltd.
Chairman - Forest Water Environmental Engineering Ltd.
Chairman -Rich Development Co., Ltd.
Director- Li Peng Enterprise Co., Ltd.
Director- Lealea Enterprise Co.,Ltd

34,177,995
Director SHUN YU INVESTMENT
CO., LTD Representative:
KUO KO CHUNG
San Maring High School
Director - Li Peng Enterprise Co., Ltd.
Director- Lealea Enterprise Co., Ltd
Director--Rich Development Co.,Ltd
11,991,397
Independent
Director
LIN YAO CHUAN National Taiwan University, Deparment of Law
Judge of Taiwan Shilin district Court
Partner -Li-Yanglaw firm
0
Independent
Director
KAO CHENG SHANG Master degree of Politics, Chinese Culture Univerisity,
National Taiwan University, Department of Law
First Chairman- The Taipei City Government’s
Indigenous Peoples Commission
Deputy Director- Executive Yuan’s Council of Indegious
People
Executive Director - Taiwan Agricultural Strategic
Alliance Foundation,
Deputy excetive director- Taiwan foundation for
Democracy
Chief Executive Officer- Eastern District Construction
Center, Indigenous tribe sustainable Development Project
Director - Legal Aid Foundation

0
Independent
Director
LEE SU CHIN National Taiwan University, Master degree
Chief Accountant- Delta Eletronics Inc., Financial
management deparment.
0

Resolution

  • 11 -

Proposed by the Board of Directors

Item 3

  • Proposal: Removal of Non-Competition Restriction Against the Board of Directors and representatives

Explanatory Notes:

  1. According to Article 209 of the Article of association, members of Board of Directors who engage in activities that fall within the scope of the company's business, either on their own or on a third party's account shall explain their actions and obtain the permission in the shareholders’ meeting.

  2. In order to take advantage of the professional and relevant experience of the directors, it is proposed for approval of Removal of Non-Competition Restriction Against the Board of Directors and representatives elected at this meeting of shareholders according to the law.

  3. Removal of Non-Competition Restriction Against the Board of Directors and representatives is as follows:

is as follows:
Directors Company name Position
KUO SHAO YI I Lealea Enterprise Co., Ltd.
Lealea Technology Co., Ltd.
Apex Fong Yi Technology Co., Ltd.
Tung Ting Investment Co., Ltd.
Pt. Indonesia Libolon Fiber System
Lea Jie Energy Co., Ltd.
Li Ling Film Co., Ltd
Libolon Energy Co., Ltd.
Eton Petrochemical Co., Ltd
In Talent Investments Limited
Chairman
Chairman
Chairman
Chairman
Chairman
Chairman-Lealea Enterprise Co., Ltd.
Representative
Chairman-Tung Ting Investment Co., Ltd
Representative
Chairman
Chairman
Director
KUO CHI KANG Forest Water Environmental Engineering Ltd.
Ho Ching Enterprises Co., Ltd
Lealea Hotels Co., Ltd
Rich Development Co., Ltd.
Yilan Lealea Development Holding Co., Ltd
Orient Forest Development Enterprise Co., Ltd.
Green Forest Development Enterprise Co., Ltd.
Lealea Wushih Marina & Resorts Co., Ltd
LiJing Enterprise Co., Ltd
Lealea Garden Hotel Co., Ltd
Director- Rich Development Co., Ltd.
Representative
Director- Rich Development Co., Ltd.
Representative
Director
Director
Chairman
Director- Forest Water Environmental
Engineering Ltd. Representative
Director- Rich Development Co., Ltd.
Representative
Director -Rich Development Co., Ltd.
Representative
Director -Rich Development Co., Ltd.
Representative
Director- The Richforest Hotel Co., Ltd.
Representative
CHEN PING HUANG Fu Li Express Co., Ltd Director
LEALEA ENTERPRISE
CO., LTD
Li Hao Investment Co., Ltd.
Li Zan Investment Co., Ltd.
Lea Jie Energy Co., Ltd.
Libolon Enterprise Co., Ltd.
Chairman
Chairman
Chairman
Director
  • 12 -
Director Representative Company Name Position
KUO SU JEN Forest Water Environmental Engineering Co., Ltd.
Ho Ching Enterprises Co., Ltd
Lealea hotels Co., Ltd
Rich Development Co., Ltd.
Li Peng Enterprise Co., Ltd.
Lead Way Investments Group Ltd
Orient Forest Development Enterprise Co., Ltd.
Green Forest Development Enterprise Co., Ltd
LiJing Enterprise Co., Ltd
Lea Ming Construction Co., Ltd
Lealea Wushih Marina & Resorts Co., Ltd
Lealea Enterprise Co., Ltd.
Taiwan Green Power Co., Ltd
Chairman- Rich Development Co., Ltd
Representative
Chairman- Rich Development Co., Ltd.
Representative
Director
Chairman
Chairman - Rich Development Co., Ltd.
Representative
Chairman
Chairman - Forest Water Environmental
Engineering co., Ltd. Representative
Chairman- Forest Water Environmental
Engineering co., Ltd. Representative
Chairman - Rich Development Co., Ltd.,
Representative
Chairman
Director - Rich Development Co., Ltd.,
Representative
Director -Li Peng Enterprise CO., LTD.
Representative
Chairman
KUO KO CHUNG Lealea Enterprise Co.,Ltd.
Rich Development Co., Ltd.
Director- Shun Yu Investment Co., Ltd.
Representative
Director - Shun Yu Investment Co., Ltd
Representative

Resolution

Extemporary Motion

Meeting Adjourned

  • 13 -

Attachments 1

Independent Auditor’s Report

To Li Peng Enterprise Company Limited

Opinion

We have audited the accompanying consolidated financial statements of Li Peng 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.

In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2020 and 2019, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the 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 judgement, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2020. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matters for the Company’s consolidated financial statements for the year ended December 31, 2020 are stated as follows:

The Actual Occurrence of Sales Revenue

The Company comprises of nylon department, weaving department, and trading department. The sales revenue of the nylon department is the highest among all. Nylon products are mainly traded as commodity and the sales condition varies from client to client. The overall sales revenue of nylon department has shown a decrease in the past year, however, the sales generated from some of the clients have increased. Thus, the auditor will report the transaction condition as non-added letters of credit, and list the sales revenue of nylon products as an item of

  • 14 -

the key audit matters. Refer to Note 4 to the consolidated financial statements regarding revenue recognition principle.

Our audit procedures related to the evaluation of the above-mentioned key audit matter, include the understanding and sampling of selected internal control design with effectively execution to have identified the transaction of sales revenue.

Other Matter

The Company had repared the parent company only financial statements of 2019 and 2020 as for reference, provided with auditor’s report by the Company’s accountants with no further opinions on the matter.

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.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

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

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

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

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

  3. 15 -

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

  5. 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.

  6. 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.

  7. 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 audit opinion.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significant in the audit of the consolidated financial statements for the year ended December 31, 2020 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

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

Deloitte & Touche Taipei, Taiwan Republic of China

Mar 31, 2021

Financial Supervisory Commission ROC vetted Document no. 1000028068

Financial Supervisory Commission ROC vetted Document no. 0930160267

  • 16 -

Li Peng Enterprise Co Ltd and Subsidiaries

Consolidated Balance Sheets

Dec 31, 2019, 2020

Code

1100
1110
1150
1160
1170
1180
1210
130X
1410
1476
1479
11XX

1510
1517
1550
1600
1755
1780
1840
1915
1990
15XX
1XXX

Code

2100
2110
2120
2150
2160
2170
2180
2219
2220
2230
2250
2280
2320
2399
21XX

2540
2570
2580
2640
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 28)
Accounts receivable, net(Note 8)
Accounts receivable from related parties, net(Note 28)
Loan to related parties receivable(Note 28)
Inventory(Note 9)
Prepayments
Other financial assets - current(Note 6)
Other current assets
Total current assets
Non-current assets
Financial assets at fair value through profit or loss-non-current(Note 7)
Financial assets at fair value through other comprehensive income-non-current
(Note 10)
Investment adjustments for Using Equity Method(Note 12)
Property, plant, equipment(Note 13)
Right of use asset(Note 3 and 14)
Other intangible assets(Note 15)
Deferred tax assets(Note 22)
Prepayment for equipment
Other non-current assets
Total non-current assets
Total Assets
Liability and Equity
Current liability
Short-term loan(Note 16)
Short-term corporate bonds payable(Note 16)
Financial liabilities at fair value through profit or loss(Note 7)
Notes payable
Notes payable – related parties(Note 28)
Accounts payable
Accounts payable-related parties(Note 28)
Other accounts payable(Note 28)
Loan to related parties payable(Note 28)
Income tax payable in current period(Note 22)
Liability preparation-current
Lease liability-current(Note 3 and 14)
Long-term loan due in a year(Note 17)
Other current liability
Total current liabilities
Non-current liability
Long-term loan(Note 17)
Deferred income tax liability(Note 22)
Lease liability-non-current(Note 3 and 14)
Accrued pension liability, net-non-current(Note 18)
Other non-current liability
Total non-current liabilities
Total liability
Equity Attributable to Shareholders of the Parent(Note 19)
Common stock
Capital reserve
Retained earning
Legal reserve
Special reserve
Accrued loss
Total retained earnings
Other equity
Treasury stock
Total Equity to Shareholders of the Parent
Non-controlling interests(Note 19)
Total equity
Total of Liability and Equity
Dec 31,2020
8
3
-
-
10
1
3
12
-
1
-
38
-
13
15
31
-
-
2
1
-
62
100
11
6
-
-
-
5
1
3
1
-
-
-
1
1
29
11
1
-
1
-
13
42
51
1
3
4
(
4)
3
1
(
3)
53
5
58
100
Unit:Thous
Dec 31,2019
ands of NTD
Amount
$ 1,359,763
491,974
33,170
52,264
1,782,834
161,759
552,800
2,080,015
56,927
174,551
5,868
6,751,925
11,825
2,358,662
2,613,301
5,550,279
934
8,055
365,958
169,784
14,084
11,092,882
$ 17,844,807
$ 2,044,000
1,120,000
-
54,765
8,705
961,089
97,135
472,257
85,000
2,803
20,372
107
155,000
135,187
5,156,420
1,875,000
146,650
541
235,805
1,176
2,259,172
7,415,592
9,144,872
134,620
525,527
602,637

662,075)
466,089
168,713

432,403)
9,481,891
947,324
10,429,215
$ 17,844,807
Amount
$ 2,833,122
301,097
88,747
13,641
1,775,432
51,954
164,000
2,553,973
65,564
60,634
7,803
7,915,967
13,447
1,824,018
1,782,110
6,041,544
1,191
9,697
244,046
60,157
21,324
9,997,534
$ 17,913,501
$ 4,050,000
620,000
27,094
59,179
17,985
426,406
64,776
500,661
120,000
1,830
21,653
232
350,000
140,515
6,400,331
1,100,000
147,499
962
262,699
1,475
1,512,635
7,912,966
9,144,872
134,044
525,527
602,637

248,943)
879,221

456,101)

432,403)
9,269,633
730,902
10,000,535
$ 17,913,501
(
(














(

(
(


16
2
1
-
10
-
1
14
-
-
-
44
-
10
10
34
-
-
2
-
-
56
100
23
4
-
-
-
2
-
3
1
-
-
-
2
1
36
6
1
-
1
-
8
44
51
1
3
3
(
1 )
5
(
3 )
(
2 )
52
4
56
100

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

Chairman: Kuo, Shao-Yi

Manager : Kuo, Shao-Yi

Head of Accounting : Ko, Pei-Chun

  • 17 -

Li Peng Enterprise Co Ltd and Subsidiaries

Consolidated Statements of Comprehensive Income

Jan 1 to Dec 31, 2019, 2020

Unit : Thousands of NTD Except loss per share

Code
4000
Operating revenue(Note 20, 28)
5000
Operating cost(Note 9, 28)
5900
Operating margin
5910
Unrealized profit on sales to associates
5920
Realized profit on sales to associates
5950
Realized operating margin
Operating expense(Note 28)
6100
Sales expense
6200
Management expense
6300
R&D expense
6450
Expected credit gain on reversal
of impairment loss
6000
Total operating expenses
6900
Operating net loss
Non-operating income and expenses
7100
Interest income(Note 21, 28)
7010
Other income(Note 21, 28)
7020
Other profit and loss(Note 21,
28)
7050
Finance cost(Note 21)
7060
Share of profits of associates
7000
Total non-operating
income and loss
2020
100
98
2
-
-
2
2
2
1
-
5
3)
-
1

2 )
-
-
1)
2019
Amount
$ 13,559,461
13,324,652
234,809

313 )
72
234,568
287,097
195,625
112,090
3,508)
591,304
356,736)
45,307
124,861

306,966 )

56,497 )
17,172
176,123)
Amount
$ 14,579,347

14,201,182

378,165

72 )
-

378,093

379,520
192,048
116,310
68

687,946

309,853)

65,248
125,177

105,917 )

63,737 )
23,665)

2,894)


(


(

(
(
(

(






(
(

(


(




(
(
(
(
(







(
(


100
97
3

-
-
3
3
1
1
-
5
2)
-
1

1 )

-
-
-

( continue in next page )

  • 18 -

( continue from last page )

(continue from last page)
Code
7900
Net loss before tax
7950
Income tax profit(Note 4, 22)
8200
Net loss of the year
Other comprehensive income (net)
8310
Uncategorized items profit and
loss:
8311
Measure on defined
benefit plans
8316
Unrealized gain/(loss) on
investments in equity
instruments at fair
value through other
comprehensive
income
8320
Share of other
comprehensive gain of
associates and joint
ventures
8360
Items that may be reclassified
subsequently to profit or
loss:
8361
Exchange differences
resulting from
translation on foreign
operations
8370
Shares of other
comprehensive gain of
associates
8300
Total other
comprehensive
income of the year
8500
Total comprehensive income of the
year
Net loss attributable to:
8610
Shareholder of the parent
8620
Non-controlling interests
8600
Comprehensive income attributable
to:
8710
Shareholders of the parent
8720
Non-controlling interests
8700
Basic loss per share(Note 23)
9710
Basic
2020
4 )
1
3)
-
5
1
-
-
6
3
3 )
-
3)
2
1
3
2019
Amount
$ 532,859 )
118,526
414,333)
8,963
703,868
125,153
7,112 )
-
830,872
$ 416,539
$ 412,009 )
2,324)
$ 414,333)
$ 211,682
204,857
$ 416,539
$ 0.48)
Amount
$ 312,747 )
68,696
244,051)

21,024 )
55,878 )
45,164 )
10,958 )
3,985
129,039)

$ 373,090)

$ 249,366 )
5,315
$ 244,051)

$ 362,246 )
10,844)
$ 373,090)

$ 0.29)
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(

(


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

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

Chairman: Kuo, Shao-Yi Manager : Kuo, Shao-Yi Head of Accounting : Ko, Pei-Chun

  • 19 -

Li Peng Enterprise Co Ltd and Subsidiaries

Consolidated Statements of Changes in Equity

Jan 1 to Dec 31, 2019, 2020

Code
A1
Balance as of Jan 1, 2019
Appropriations of earnings in 2018
B1
Allowance of legal reserve
B3
Allowance of special reserve
B5
Cash dividends to the shareholders
Changes to other capital reserve:
C7
Change in associates using equity
method
M1
Cash dividends from parent company to
subsidiary
D1
Net loss in 2019
D3
Other comprehensive income in 2019
D5
Total comprehensive income in 2019
Z1
Balance as of Dec 31, 2019
Changes to other capital reserve:
C7
Change in associates using equity
method
M7
Changes to equity ownership of
subsidiary (Note 25)
Q1
Subsidiary and associates’ disposal of
equity tool through other
comprehensive income
D1
Profit and Loss in 2020
D3
Other comprehensive income in 2020
D5
Total comprehensive income in 2020
Z1
Balance as of Dec 31, 2020
Equ ity Attributable to Sh are holders of the Parent Total
$ 9,797,748
-
-

182,898 )
293
16,736

249,366 )

112,880)

362,246)
9,269,633
141
435
-

412,009 )
623,691
211,682
$ 9,481,891
Unit:
Non- Controlling
interests
$ 741,746
-
-
-
-
-
5,315
16,159)
10,844)
730,902
-
11,565
-
2,324 )
207,181
204,857
$ 947,324
T housands of NTD
Total equity
Share C api tal
Amount
$ 9,144,872
-
-
-
-
-
-
-
-
9,144,872
-
-
-
-
-
-
$ 9,144,872
Capital Reserve
$ 117,015
-
-
-
293
16,736
-
-
-
134,044
141
435
-
-
-
-
$ 134,620
RetainedEarning Unappropriated
Earnings
(Unappropriated
deficit)
$ 546,762
16,195 )
326,429 )
182,898 )
-
-
249,366 )
20,817 )
270,183 )
248,943 )
-
-
14,363 )
412,009 )
13,240
398,769 )
$ 662,075 )
Oth ers ets at
come
Using equity
method
Associates
$ 184,390 )
-
-
-
-
-
-
41,386 )
41,386 )
225,776 )
-
-
20,479
-
120,876
120,876
$ 84,421 )
Treasury Stock
$ 432,403 )
-
-
-
-
-
-
-
-
432,403 )
-
-
-
-
-
-
$ 432,403 )
Foreign
Organization
Financial Report
Exchange
difference
$ 13,565 )
-
-
-
-
-
-
10,958)
10,958)
24,523 )
-
-
-
-
7,112)
7,112)
$ 31,635)
Unrealize
Fairvalu
d g
e th
ain/loss on financial
roughcomprehensive
ass
in
Legal Reserve
$ 509,332
16,195
-
-
-
-
-
-
-
525,527
-
-
-
-
-
-
$ 525,527
Special Reserve
$ 276,208
-
326,429
-
-
-
-
-
-
602,637
-
-
-
-
-
-
$ 602,637
Parent company
$ 143,169
-
-
-
-
-
-

21,387 )

21,387 )
121,782
-
-
-
-
261,635
261,635
$ 383,417
Using equity
method
Subsidiaries
$ 309,252 )
-
-
-
-
-
-
18,332 )
18,332 )
327,584 )
-
-
6,116 )
-
235,052
235,052
$ 98,648 )
S hare(Thousands)
914,487
-
-
-
-
-
-
-
-
914,487
-
-
-
-
-
-
914,487






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

(
(


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

(
(
(
(
(


$ 10,539,494
-
-

182,898 )
293
16,736

244,051 )

129,039)

373,090)
10,000,535
141
12,000
-

414,333 )

830,872

416,539
$ 10,429,215

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

Chairman: Kuo, Shao-Yi

Manager : Kuo, Shao-Yi

Head of Accounting : Ko, Pei-Chun

  • 20 -

Li Peng Enterprise Co Ltd and Subsidiaries

Consolidated Statements of Cash Flows

Jan 1 to Dec 31, 2019, 2020

Unit : Thousands of NTD

Code
Cash Flows From Operating Activities
A10000
Profit (loss) before income tax
A20010
Provided by (used in) operating activities:
A20100
Expected credit gain on reversal of
impairment loss
A20200
Depreciation
A20300
Amortization
A29900
Amortized prepayment
A20400
Financial assets and liability at fair
value through (profit) or loss
A20900
Finance costs
A21200
Interest income
A21300
Dividend income
A22300
Share of income to associates using
equity method
A22500
Loss (gain) on disposal or retirement of
property, plant, equipment
A23100
Gain on disposal of intangible assets
A23200
Gain on disposal of investments
accounted for using equity method,
net
A23800
Reversal of impairment loss on
inventory
A23900
Unrealized profit on sales to associates
A24100
Net (gain) loss on foreign exchange
Changes in operating assets and liabilities
A31130
Notes receivable
A31115
Collect financial assets at fair value
through profit or loss
A31150
Accounts receivable
A31200
Inventory
A31230
Prepayments
A31240
Other current assets
A31250
Other financial assets
A32130
Notes payable
A32150
Accounts payable
A32180
Other accounts payable
A32200
Liability preparation
A32240
Accrued pension liabilities, net
A32230
Other current liability
A33000
Cash generated from operations
A33100
Interest income
A33200
Dividend income
A33200
Dividend income from associates
2020
$ 532,859 )

617,864
6,472

3,508 )
71,701

29,449 )
56,497

45,307 )


1,738 )


17,172 )

668 )

341 )


51 )

71,402 )

241

11,910 )
17,354

172,192 )

67,397 )

545,361

67,940 )

1,945


113,027 )

13,694 )

571,015


15,161 )

1,347 )

17,931 )

37,244)

668,112
47,131
1,738
41,872
2019
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
$ 312,747 )
614,156
9,011
68
94,388
9,694
63,737

65,248 )

78,083 )
23,665
1,307

791 )
-

370,509 )
72
68,531
274,278
121,495

125,311 )
1,303,561

59,873 )

3,492 )
19,079

223,888 )

1,045,483 )
56,530
3,730

27,253 )
23,948
374,572
65,025
78,083
29,523

( continue in next page )

  • 21 -

( continue from last page )

Code
2020
2019
A33300
Interest payable
( $ 57,308 )
( $ 63,950 )
A33500
Income tax payable
(
6,449)
(
13,811)
AAAA
Cash inflow from operating activities

695,096

469,442
Cash Flows from Investing Activities
B00010
Acquisition of financial assets at fair value
through other comprehensive income
(
49,361 )
(
36,609 )
B00020
Acquisition or disposal of financial assets at
fair value through other comprehensive
income
218,584
-
B01800
Acquisition of associates
(
758,415 )
(
15,200 )
B01900
Disposal of associates
15,083
-
B02200
Cash inflow from acquisition of subsidiary,
net
392
-
B05900
Decrease (increase) in loan to related parties
receivable
(
404,500 )
32,000
B02700
Acquisition of property, plant, equipment
(
245,335 )
(
368,768 )
B02800
Disposal of property, plant, equipment
1,052
1,290
B03800
(Increase) decrease in refundable deposits
(
1 )
677
B04500
Acquisition of intangible asset
(
3,193)
(
5,921)
BBBB
Cash outflow from investment activity
(
1,225,694)
(
392,531)
Cash Flows From Financing Activities
C00100
Increase (decrease) in short-term loan
(
2,006,000 )
1,592,000
C00500
Proceeds from short-term bills payable
500,000
516,000
C01600
Lend long-term loan
875,000
-
C01700
Repay long-term loan
(
295,000 )
(
1,284,700 )
C04020
Lease principal repayment
(
463 )
(
57 )
C03000
Increase (decrease) in refundable deposits
(
298 )
688
C03700
Increase (decrease) in loan to related parties
receivable
(
35,000 )
7,000
C04500
Dividend payment to shareholders
-
(
166,162 )
C05800
Changes to non-controlling interests

12,000

-
CCCC
Cash inflows (outflows) from financing
activities
(
949,761)

664,769
DDDD
Effect of exchange rate on cash or cash
equivalents

7,000
(
38,314)
EEEE
Net Increase (Decrease) in Cash and Cash
Equivalents
(
1,473,359 )
703,366
E00100
Balance of cash and cash equivalents, beginning
of the year

2,833,122

2,129,756
E00200
Balance of cash and cash equivalents, end of the
year
$ 1,359,763
$ 2,833,122
The accompanying notes are an integral part of the consolidated financial statements.
2019

Chairman: Kuo, Shao-Yi Manager : Kuo, Shao-Yi Head of Accounting : Ko, Pei-Chun

  • 22 -

Independent Auditors’ Report

Li Peng Enterprise Company Limited

Opinion

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

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the accompanying parent company only financial position of the Company as of December 31, 2020 and 2019, and its parent company only financial performance and its parent company only cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and 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 Parent Company Only 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 judgement, were of most significance in our audit of the parent company only financial statements for the year ended December 31, 2020. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matters for the Company’s parent only financial statements for the year ended December 31, 2020 are stated as follows:

The Actual Occurrence of Sales Revenue

The Company comprises of nylon department, weaving department, and trading department. The sales revenue of the nylon department is the highest among all. Nylon products are mainly traded as commodity and the sales condition varies from client to client. The overall sales revenue of nylon department has shown a decrease in the past year, however, the sales generated from some of the clients have increased. Thus, the auditor will report the transaction condition as non-added letters of credit, and list the sales revenue of nylon products as an item of the key audit matters. Refer to Notes 4 to the parent company only financial statements regarding revenue recognition principle.

  • 23 -

Our audit procedures related to the evaluation of the above-mentioned key audit matter, include the understanding and sampling of selected internal control design with effectively execution to have identified the transaction of sales revenue.

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

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

In preparing the parent company only 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.

Auditor’s Responsibilities for the Audit of the Parent Company Only Financial Statements

Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise form 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 parent company only financial statements.

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

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

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

  5. 24 -

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 parent company only 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 parent company only financial statements, including the disclosures, and whether the parent company only 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 parent company only financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significant in the audit of the parent company only financial statements for the year ended December 31, 2020 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

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

Deloitte & Touche Taipei, Taiwan Republic of China

Mar 31, 2021

Financial Supervisory Commission ROC vetted Document no. 1000028068

Financial Supervisory Commission ROC vetted Document no. 0930160267

  • 25 -

Li Peng Enterprise Co Ltd

Parent Company Only Balance Sheets

December 31, 2019 to 2020

Code

1100
1110
1150
1160
1170
1180
1210
130X
1410
1476
1479
11XX

1510
1517
1550
1600
1755
1780
1840
1915
1990
15XX
1XXX

Code

2100
2110
2120
2150
2160
2170
2180
2219
2280
2220
2250
2320
2399
21XX

2580
2540
2570
2640
2670
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 (Note 7)
Notes receivable(Note 8)
Notes receivable – related parties(Note 28)
Accounts receivable(Note 8)
Accounts receivable – related parties(Note 28)
Loan to related parties receivable(Note 28)
Inventory(Note 9)
Prepayments
Other financial assets - current(Note 6, 28)
Other current assets
Total current assets
Non-current assets
Financial assets at fair value through profit or loss – non-current(Note 7)
Financial assets at fair value through other comprehensive income-
non-current(Note 10)
Investment adjustments for Using Equity Method (Note 11)
Property, plant, equipment(Note 12)
Right of use asset(Note 13)
Other intangible assets(Note 14)
Net deferred tax assets(Note 22)
Prepayment for equipment
Other non-current assets
Total non-current assets
Total Assets
Liability and Equity
Current liability
Short-term loan(Note 15)
Short-term corporate bonds payable(Note 15)
Financial liabilities at fair value through profit or loss – current(Note 7)
Notes payable
Notes payable-related parties(Note 28)
Accounts payable
Accounts payable-related parties(Note 28)
Other account payable(Note 16, 28)
Lease liability-current(Note 13)
Loan to related parties payable(Note 28)
Liability preparation-current
Long-term loan due in a year(Note 17)
Other current liability
Total current liabilities
Non-current liability
Lease liability-non-current(Note 13)
Long-term loan(Note 17)
Deferred income tax liability(Note 22)
Accrued pension liability-non-current(Note 18)
Other non-current liability
Total non-current liabilities
Total Liability
Equity(Note 19)
Common stock
Capital reserve
Retained earning
Legal reserve
Special reserve
Accrued loss
Total retained earnings
Other equity
Treasury stock
Total Equity
Total of Liability and Equity
December 31, 20 20

5
-
-
-
8
4
4
12
-
3
-
36
-
6
23
32
-
-
2
1
-
64
100
12
7
-
-
-
5
-
5
-
1
-
1
1
32
-
11
1
1
-
13
45
53
1
3
4
(
4)
3
1
(
3)
55
100
Unit:Thousa
December 31, 20
nds of NTD
19
Amount
$ 926,455
55,979
33,170
52,264
1,301,064
611,603
597,329
1,994,434
51,630
458,987
5,827
6,088,742
11,825
947,010
3,979,609
5,518,193
720
8,055
365,891
169,784
3,318
11,004,405
$ 17,093,147
$ 2,044,000
1,120,000
-
54,765
8,705
789,047
56,451
752,603
107
230,000
20,372
155,000
121,505
5,352,555
541
1,875,000
146,650
235,805
705
2,258,701
7,611,256
9,144,872
134,620
525,527
602,637

662,075)
466,089
168,713

432,403)
9,481,891
$ 17,093,147
Amount
$ 2,526,588
54,886
72,905
13,641
1,561,858
582,362
-
2,524,490
60,877
60,362
7,998
7,465,967
13,447
682,247
2,860,462
6,006,963
1,191
9,630
244,046
60,158
11,212
9,889,356
$ 17,355,323
$ 4,050,000
620,000
27,094
59,180
17,985
421,909
51,416
496,664
232
325,000
21,653
350,000
132,892
6,574,025
962
1,100,000
147,499
262,699
505
1,511,665
8,085,690
9,144,872
134,044
525,527
602,637

248,943)
879,221

456,101)

432,403)
9,269,633
$ 17,355,323
(
(














(

(
(

15
-
1
-
9
3
-
15
-
-
-
43
-
4
17
35
-
-
1
-
-
57
100
23
4
-
-
-
3
-
3
-
2
-
2
1
38
-
6
1
2
-
9
47
53
1
3
3
(
1)
5
(
3)
(
3)
53
100

The accompanying notes are an integral part of the parent company only financial statements.

Chairman: Kuo, Shao-Yi Manager : Kuo, Shao-Yi

Head of Accounting : Ko, Pei-Chun

  • 26 -

Li Peng Enterprise Co Ltd

Parent Company Only Statements of Comprehensive Income

Jan 1 to Dec 31 2019, 2020

2020
Code
Amount
4000
Operating revenue(Note 20, 28)
$ 10,369,775
5000
Operating cost(Note 9, 28)
10,168,838
5900
Operating margin
200,937
5910
Unrealized sales (profit) loss
(
464 )
5920
Realized sales (loss) profit
(
4,240)
5950
Realized operating margin
196,233
Operating expense(Note 28)
6100
Sales expense
279,412
6200
Management expense
167,451
6300
R&D expense
112,090
6450
Expected credit gain on
reversal of impairment
loss
(
2,752)
6000
Total operating
expenses
556,201
6900
Operating net loss
(
359,968)
Non-operating income and
expenses
7100
Interest income(Note 21,
28)
31,529
7010
Other income(Note 21, 28)
121,994
7020
Other profit and loss(Note
21)
(
308,897 )
7050
Finance cost(Note 21, 28)(
57,704 )
7070
Share of profits of
subsidiaries and
associates
39,240
7000
Total non-operating
income and loss
(
173,838)
2020

( continue in next page )

  • 27 -

(continue from last page )

Code
7900
Net loss before tax
7950
Income tax profit(Note 4, 22)
8200
Net loss of the year
Other comprehensive income
(net)
8310
Uncategorized items profit
and loss:
8311
Measure on defined
benefit plans
8316
Unrealized gain/(loss)
on investments in
equity instruments
at fair value through
other
comprehensive
income
8330
Share of other
comprehensive gain
of subsidiaries and
associates
8360
Items that may be
reclassified subsequently
to profit or loss:
8361
Exchange differences
resulting from
translation on
foreign operations
8380
Share of other
comprehensive gain
of subsidiaries and
associates
8300
Total other
comprehensive
income of the year
8500
Total comprehensive income of
the year
Basic loss per share (Note 23)
9710
Basic
2020
(
5 )
1
(
4)
-
3
3
-
-
6
2
2019
Amount
( $ 533,806 )
121,797
(
412,009)
8,963
261,635
360,205
(
7,112 )
-
623,691
$ 211,682
($ 0.48)
Amount
( $ 322,087 )
72,721
(
249,366)

(
21,024 )
(
21,387 )
(
63,496 )
(
10,958 )
3,985
(
112,880)

($ 362,246)

($ 0.29)
(
2 )
-
(
2)

-

-
(
1 )

-
-
(
1)
(
3)

The accompanying notes are an integral part of the parent company only financial statements.

Chairman: Kuo, Shao-Yi Manager : Kuo, Shao-Yi

Head of Accounting : Ko, Pei-Chun

  • 28 -

Li Peng Enterprise Co Ltd

Li Peng Enterprise Co Ltd Li Peng Enterprise Co Ltd Li Peng Enterprise Co Ltd Li Peng Enterprise Co Ltd
Code
A1
Balance as of Jan 1, 2019
Appropriations of earnings in 2018
B1
Allowance of legal reserve
B3
Allowance of special reserve
B5
Cash dividends to the shareholders
Changes to other capital reserve:
C7
Change in associates using equity
method
M1
Cash dividends from parent company to
subsidiary
D1
Net loss in 2019
D3
Other comprehensive income (loss) in 2019
D5
Total comprehensive income (loss) in 2019
Z1
Balance as of Dec 31, 2019
Changes to other capital reserve:
C7
Change in associates using equity
method
M7
Changes to equity ownership of subsidiary
Q1
Subsidiary and associates’ disposal of equity
tool through other comprehensive income
D1
Profit and Loss in 2020
D3
Other comprehensive income (loss) in 2020
D5
Total comprehensive income (loss) in 2020
Z1
Balance as of Dec 31, 2020
Share Capital
Share(Thousands)
Share Capital
914,487
9,144,872
-
-
-
-
-
-
-
-
-
-
-
-

-

-

-

-
914,487
9,144,872
-
-
-
-
-
-
-
-

-

-

-

-

914,487
$ 9,144,872
Capital Reserve
117,015
-
-
-
293
16,736
-
-
-
134,044
141
435
-
-
-
-
$ 134,620
Parent Company Only Statements of Changes in Equity
Jan 1 to Dec 31, 2019, 2020
RetainedEarning
Unappropriated
Earnings
Legal Reserve
Special Reserve
(Unappropriated
deficit)
509,332
276,208
546,762
(
16,195
-
(
16,195 )
-
326,429
(
326,429 )
-
-
(
182,898 )
-
-
-
-
-
-
-
-
(
249,366 )
-
-
(
20,817)
(
-
-
(
270,183)
(
525,527
602,637
(
248,943 )
(
-
-
-
-
-
-
-
-
(
14,363 )
-
-
(
412,009 )
-
-
13,240
(
-
-
(
398,769)
(
$ 525,527
$ 602,637
( $ 662,075)
(
Other Equity Items ir value through
Associates using
Equity Method
184,390 )
-
-
-
-
-
-
41,386 )
41,386 )
225,776 )
-
-
20,479
-
120,876
120,876
$ 84,421 )
Unit:
Treasury Stock
432,403 )
-
-
-
-
-
-
-
-
432,403 )
-
-
-
-
-
-
$ 432,403)
Tho usands of NTD
Total
Foreign
Organization
Financial report
Exchange
difference
13,565 )
-
-
-
-
-
-
10,958 )
10,958 )
24,523 )
-
-
-
-
7,112 )
7,112 )
$ 31,635 )
Financial assets unre
oth
alized profit and loss a
ercomprehensiveinco
t fa
me
Legal Reserve
509,332
16,195
-
-
-
-
-
-
-
525,527
-
-
-
-
-
-
$ 525,527
Special Reserve
276,208
-
326,429
-
-
-
-
-
-
602,637
-
-
-
-
-
-
$ 602,637
Parent Company
143,169
-
-
-
-
-
-
21,387 )
21,387 )
121,782
-
-
-
-
261,635
261,635
$ 383,417
Subsidiary using
Equity Method
(
309,252 )
-
-
-
-
-
-
(
18,332 )
(
18,332 )
(
327,584 )
-
-
(
6,116 )
-
235,052
235,052
( $ 98,648 )
Share(Thousands)
914,487
-
-
-
-
-
-

-

-
914,487
-
-
-
-

-

-

914,487








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


9,797,748
-
-

182,898 )
293
16,736

249,366 )

112,880)

362,246)
9,269,633
141
435
-

412,009 )
623,691
211,682
$ 9,481,891

The accompanying notes are an integral part of the parent company only financial statements.

Chairman: Kuo, Shao-Yi

Manager : Kuo, Shao-Yi

Head of Accounting : Ko, Pei-Chun

  • 29 -

Li Peng Enterprise Co Ltd

Parent Company Only Statements of Cash Flows

Jan 1 to Dec 31, 2019 ,2020

Unit : Thousands of NTD

Code
2020
Cash Flows From Operating Activities
A10000
Profit (loss) before income tax
( $ 533,806 )

A20010
Provided by (used in) operating activities:
A20300
Expected credit gain on reversal of
impairment loss
(
2,752 )

A20100
Depreciation
614,708
A20200
Amortization
6,405
A29900
Amortized prepayment
71,701
A20400
Financial assets and liability at fair
value through (profit) or loss
(
26,566 )
A20900
Finance costs
57,704
A21200
Interest income
(
31,529 )

A21300
Dividend income
(
1,555 )

A22400
Share of income to associates
using equity method
(
39,240 )

A22500
Loss (gain) on disposal or
retirement of property, plant,
equipment
(
668 )
A23100
Gain on disposal of intangible
assets, net
-

A23200
Gain on disposal of investments
accounted for using equity
method, net
(
51 )
A23800
Reversal of impairment loss on
inventory
(
71,083 )

A23900
Unrealized loss on sales to
subsidiaries and associates
-

A24000
Realized profit on sales to
subsidiaries and associates
4,704
A24100
(Gain ) loss on foreign exchange,
net
(
8,665 )
A30000
Changes in operating assets and
liabilities
A31115
Collect financial assets at fair
value through profit or loss
-
A31130
Notes receivable
1,512
A31150
Accounts receivable
280,928
A31200
Inventory
601,139
A31230
Prepayment
(
67,341 )

A31240
Other current assets
2,192

A31250
Other financial assets
(
388,322 )
A32130
Notes payable
(
13,695 )

A32150
Accounts payable
374,405

A32180
Other payables
269,304
A32200
Liability preparation
(
1,347 )
A32240
Accrued pension liabilities
(
17,931 )

A32230
Other current liability
(
43,380)
2019
( $ 322,087 )
(
314 )
610,891
8,871
94,388
10,801
65,351
(
40,349 )
(
31,454 )
(
33,566 )
1,317
(
756 )
-
(
367,741 )
(
3,670 )
-
92,205
1,461
50,574
684,305
1,304,990
(
62,069 )
(
3,740 )
28,733
(
223,887 )
(
1,015,764 )
56,013
3,730
(
27,253 )

26,131

( continue in next page )

  • 30 -

( continue from last page )

Code
A33000
Cash generated from operations
A33100
Interest income
AC0200
Dividend income
A33200
Dividend income from associates
A33300
Interest payable
A33500
Income tax payable
AAAA
Cash inflow from operating
activities
Cash Flows From Investing Activities
B00010
Acquisition of financial assets at fair
value through other comprehensive
income
B01800
Acquisition of associates
B01900
Acquisition or disposal of associates
B02700
Acquisition of property, plant,
equipment
B02800
Disposal of property, plant, equipment
B03800
Refundable deposit refunded
B04500
Acquisition of intangible asset
B04300
Increase in loan to related parties
receivable
BBBB
Cash outflow from investment
activity
Cash Flows From Financing Activities
C00100
(Decrease) increase in short-term loan
C00500
Proceeds from short-term bills payable
C01600
Lend long-term loan
C01700
Repay long-term loan
C04020
Lease principal repayment
C03000
Increase in refundable deposits received
C04500
Dividend payment to shareholders
C03700
Loan payable to related parties (less)
more
CCCC
Cash inflows (outflows) from
financing activities
DDDD
Effect of exchange rate on cash or cash
equivalents
EEEE
Net Increase (Decrease) in Cash and Cash
Equivalents
E00100 Balance of cash and cash equivalents,
beginning of the year
E00200 Balance of cash and cash equivalents, end
of the year
2020
2019
$ 1,036,771
$ 907,111
33,262
38,941
1,555
31,454
41,872
29,523
(
58,583 )
(
65,514 )
(
4,043)
(
12,630)
1,050,834

928,885
(
3,127 )
-
(
787,965 )
(
15,200 )
15,083
-
(
244,580 )
(
368,768 )
1,052
1,280
-
674
(
3,193 )
(
5,921 )
(
617,522)

-
(
1,640,252)
(
387,935)
(
2,006,000 )
1,592,000
500,000
516,000
875,000
-
(
295,000 )
(
1,284,700 )
(
236 )
(
57 )
200
200
-
(
182,898 )
(
95,000)

70,000
(
1,021,036)

710,545
10,321
(
45,651)
($ 1,600,133)
$ 1,205,844
2,526,588

1,320,744
$ 926,455
$ 2,526,588
2019

The accompanying notes are an integral part of the parent company only financial statements.

Chairman: Kuo, Shao-Yi

Manager : Kuo, Shao-Yi

Head of Accounting : Ko, Pei-Chun

  • 31 -

Attachments 2

LI PENG ENTERPRISE CO., LTD.

Comparative Table for the Current and Amended Articles of “Article of association”

Current Articles Amended Articles Amending
Reasons
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:
The stocks shall be issued through
book entry system instead of issuing
printing stocks according to laws and
regulations; the same applies to the
issuance of other securities.
Follow the
regulation
amendment
Article 31:
This charter was established on August
11, 1975
The first amendment was made on
March 28, 1976



The thirty-second amendment was
made on June 18, 2020
Article 31:
This Article was established on August
11, 1975
The first amendment was made on
March 28, 1976



The thirty-third amendment was made
on June 23, 2021
Add amendment
date and number
of amendment
times
  • 32 -

LI PENG 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 LI PENG ENTERPRISE CO., LTD.

  • Article 2 The Company's businesses are as follows: 1. A101020 Growing of Crops.

  • A102060 Food Dealers.

  • A401020 Raising of Iivestock and Poultry.

  • C301010 Spinning of Yarn.

  • C302010 Weaving of Textiles.

  • C305010 Printing, Dyeing, and Finishing.

  • C306010 Wearing Apparel.

  • C399990 Other Textile and Products Manufacturing.

  • C601990 Other Paper Products Manufacturing.

  • C701010 Printing.

  • C702010 Plate Making Industry.

  • C801100 Synthetic Resin and Plastic Manufacturing.

  • D101050 Combined Heat and Power.

  • D101060 self-usage power generation equipment utilizing.

renewable energy industry.

  1. F104110 Wholesale of Cloths, Garments, Shoes, Hats, Umbrellas and Clothing Accessories.

  2. F113010 Wholesale of Machinery.

  3. F114010 Wholesale of Motor Vehicles.

  4. F114030 Wholesale of Motor Vehicle Parts and Motorcycle Parts, Accessories.

  5. F201010 Retail Sale of Agricultural Products.

  6. F204110 Retail Sale of Cloths, Garments, Shoes, Hats, Umbrellas and Clothing Accessories.

  7. F213080 Retail Sale of Machinery and Tools.

  8. F214010 Retail Sale of Motor Vehicles.

  9. F214030 Retail Sale of Motor Vehicle Parts and Motorcycle Parts, Accessories.

  10. F301020 Supermarkets.

  11. G202010 Parking Area Operators.

  12. H701040 Specific Area Development.

  13. H701060 New Towns, New Community Development.

  14. I301010 Information Software Services.

  15. I301030 Electronic Information Supply Services.

  16. IZ99990 Other Industrial and Commercial Services.

  17. 33 -

31. J701020Amusement Parks.

  1. J701040 Recreational Activities Venue.

  2. J801030 Athletics and Recreational Sports Stadium.

  3. JA01010 Automobile Repair.

  4. JE01010 Rental and Leasing.

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

  6. Article 2-1 The company's investment in other businesses is not subject to the total investment restrictions of the Company Law.

  7. 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, and depending on the business or investment relationship or inter-industry needs, external guarantees.

  8. 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 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.

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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, and signing and sealing to entrust an agent to 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 resolutions 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.

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

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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 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.

Chapter V Managers

  • Article 26 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 27 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 28 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

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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 29 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 30 Matters not stipulated in this Articles of Association shall be handled in accordance with the Company Law and relevant laws and regulations.

Article 31 This charter was established on August 11, 1975 The first amendment was made on March 28, 1976 The second amendment was made on December 6, 1976 The third amendment was on June 30, 1981 The fourth amendment was on July 26, 1981 The fifth amendment was on August 10, 1985 The sixth amendment was made on July 8, 1987 The seventh amendment was made on July 8, 1988 The eighth amendment was made on June 15, 1990 The ninth amendment was on April 18, 1991 The tenth amendment was on March 23, 1992 The eleventh amendment was made on May 20, 1993 The twelfth amendment was made on April 28, 1994 The thirteenth amendment was made on May 9, 1995 The fourteenth amendment was made on May 7, 1997 The fifteenth amendment was on April 23, 1998 The sixteenth amendment was made on May 27, 1999 The seventeenth amendment was made on April 26, 2000 The eighteenth amendment was on June 13, 2001 The nineteenth amendment was on June 12, 2002 The twentieth amendment was on June 3, 2004 The twenty-first amendment was made on June 10, 2005

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The twenty-second revision was made on June 14, 2006 The twenty-third revision was on June 15, 2007 The twenty-fourth amendment was made on June 15, 2007 The twenty-fifth amendment was made on June 17, 2010 The twenty-sixth amendment was on June 6, 2012 The twenty-seventh amendment was on June 13, 2000 The twenty-eighth amendment was on June 11, 2013 The twenty-ninth amendment was on June 10, 2015 The thirtieth amendment was on June 8, 2016 The thirty-first amendment was made on June 12, 2018 The thirty-second amendment was made on June 18, 2020.

LI PENG ENTERPRISE CO., LTD. Chairman KUO, SHAO-YI

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Attachments 3

LI PENG ENTERPRISE CO., LTD.

Director election method

  - 2015.03.23 (Amended)
  • Article 1: The election and appointment of directors shall be handled in accordance with these Measures, unless otherwise provided by laws or regulations or articles of association.

  • Article 2: Directors shall be elected by persons with capacity in the shareholders meeting, and in accordance with the number of positions specified in the company's articles of association, the votes obtained shall represent the greater number of voting rights, and shall be elected in turn.

  • Article 3: A cumulative voting system is adopted. The ballot should be prepared by the company and indicate its weight.

  • Article 4: Each share has the same voting rights as the number of directors to be elected, and one person may be elected collectively or several persons may be distributed.

  • Article 5: Independent directors and non-independent directors shall be elected together, and votes shall be counted separately. When two or more people have the same number of votes and exceed the prescribed number of votes, the person with the same number of votes shall draw lots. For those who are not present, the chairman shall draw lots on their behalf.

  • Article 6: The chairman shall appoint a scrutineer and the teller to handle the matters of scrutiny and count, and the scrutineer shall be a shareholder.

  • Article 7: The ballot boxes provided shall be inspected by the scrutineers before voting.

  • Article 8: If the electee is a shareholder, the elector must fill in the electee’s account name and shareholder account number in the electee column of the ballot; Those who are not shareholders shall fill in the name of the electee and the uniform number of the identity card. However, when a government or legal person shareholder is an elected person, the name of the government or legal person should be entered in the account of the electee in the ballot, and the name of the representative may also be added; When there are several representatives, the names of the representatives should be added separately.

  • Article 9: The ballot paper is invalid if one of the following circumstances occurs:

  • Those who are not the votes specified in these Measures.

  • Those who put blank ballots into the ballot box.

  • The handwriting is illegible or unrecognizable due to alteration.

  • The same ballot is filled with two or more electees.

  • Fail to fill in the items specified in Article 8 or fill in incompletely.

  • In addition to the items specified in Article 8, other words or signs are mixed.

  • The name of the electee filled in is the same as that of other shareholders, but the shareholder account number or the uniform number of the identity card is not filled in for identification.

  • The total number of voting rights voted by the elector exceeds the total number of voting rights held by the elector.

Article 10: Ballots shall be opened at the end of the voting time. After the scrutineers have confirmed that they are correct, the chairman shall announce the list of elections on the spot.

  • Article 11: This method shall be implemented after being approved by the shareholders' meeting, and it shall be the same at the time of revision.

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Attachments 4

LI PENG 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 5

Li Peng Enterprise Co., Ltd all directors’ shareholdings

As of the closing date: 2021, April 25

Position Name Shareholding by
the closing date
Explanation
Chairman KUO SHAO YI 9,584,819 1. The total number of
issued shares of the
company as of the
closing date is
914,487,242 shares.
2. Pursuant to Article 26,
the Securities and
Exchange Act, and
“The regulation of
publicly revealing
equity percentage of
the company’s
directors, supervisors
and implementation
inspection, the total
number of directors’
shareholding must be at
least 29,263,591 shares.
3.All directors of the
company actually hold
201,562,051 shares,
which has reached the
regulated threshold.
Director LEALEA ENTERPRISE CO., LTD
Representative: TUNG MIN HSIUNG
145,353,853
Director LI MOU INVESTMENT CO., LTD
Representative: KUO SU JEN
34,177,995
Director SHUN YU INVESTMENT CO., LTD
Representative: KUO KO CHUNG
11,991,397
Director CHEN PING HUANG 53,343
Director KUO CHI KANG 400,644
Independent
Director
LIN YAO CHUAN 0
Independent
Director
KAO CHENG SHANG 0
Independent
Director
LEE SU CHIN 0
TOTAL 201,562,051
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