POWERTECH - AGM Information 2020 | FinancialReports.eu

Stock Code ： 3296

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POWERTECH INDUSTRIAL CO., LTD

2020 Annual General Shareholders’ Meeting Meeting Handbook

MEETING TIME: June 10, 2020 at 9:00 AM

PLACE: 10F., No. 407, Sec. 2, Zhong Shan Rd., Zhonghe Dist. New Taipei City 23558, Taiwan (R.O.C)

Table of Contents	Table of Contents	Table of Contents
I. Meeting Procedure………….....................................		P1
II. Meeting Agenda		P2
	1. Management Presentation…………………….…………….	P3
	2. Recognition……………..……………………......................	P8
	3. Discussion …..……….....………………………………….	P11
	4. Questions and Motions …………………………………….	P14
III. Attachments
	1. 2019 Business Report……………………….........………..	P15
	2. Supervisors’ Review Report for the year 2019 Financial Statements………………………….……………………...	P19
	3. Financial Statements for the year 2019……………………	P20
	4. Comparison Table Before and After Amendment to “Articles of Incorporation”……………………….………….	P31
	5. The execution of the shares repurchase plan…….…………	P36
IV.Appendices
	1. Articles of Incorporation(Before)…………………………	P37
	2. Rules of Procedure for Shareholders’Meeting ………..…..	P42
	3. Shareholding of Directors and Supersivors………………	P45
	4. Acceptance of proposals submitted by shareholders for this annual general shareholders’meeting……………………	P46

POWERTECH INDUSTRIAL CO., LTD.

2 020 Annual General Shareholders’ Meeting Procedure

Report the number of shares to attend

2. Chairman to announce the commencement of meeting

Chairmen Remarks

4. Management Presentation

5. Recognition

6. Discussion

7. Questions and Motions

8. Adjournment

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POWERTECH INDUSTRIAL CO., LTD 2020 Annual General Shareholders’ Meeting Agenda

Time: 09:00 a.m. June 10 ,2020 (Wednesday)

Place: 10F., No.407, Sec. 2, Zhong Shan Rd., Zhonghe Dist., New Taipei City 23558, Taiwan (R.O.C)

I. Report the number of shares to attend

II. Chairman to announce the commencement of meeting

III. Chairman Remarks
IV. Management Presentation
Report on Business for the year 2019
Supervisor Review Report for the year 2019 Financial Statements
Rewards to employees and board of directors in 2019
The execution of the shares repurchase plans
V. Recognition
Adoption of the 2019 Business Report and Financial Statements.
Adoption of the Proposal for Distribution of 2019 Profits.
VI. Discussion
Approve the proposal of cash distribution from capital surplus
Approve the amendment to the “Articles of Incorporation”
VII. Questions and Motions
VIII. Adjournment

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Management Presentation

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No. 1

Proposed by the Board of Directors

Proposal:

Report on Business of the year 2019

Explanatory Notes:

2019 Business Report is attached hereto as Attachment 1.

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No. 2

Proposed by the Board of Directors

Proposal:

Supervisor Review Report for the 2019 Financial Statements

Explanatory Notes:

The year 2019 financial statements have been audited by the Independent Auditors and the Independent Auditors’ Report was issued. In addition, 2019 financial statements have been reviewed and examined by Supervisors.
Supervisors’ Review Report for the year 2019 financial statements is attached hereto as Attachment 2.

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No. 3

Proposed by the Board of Directors

Proposal:

Rewards to employees and board of directors in 2019

Explanatory Notes:

In accordance with the Articles of Incorporation of the Company, if there is any profit in a fiscal year, the Company’s pre-tax profits in such fiscal year, prior to deduction of compensation to employees and directors, shall be rewarded to employees as compensation in an amount of 2%~15% thereof and to directors as compensation in an amount of not more than three percent (3%) of such profits. Notwithstanding the foregoing, in the event that the company has accumulated losses, the Company shall first reserve an amount to offset accumulated losses.
The distribution of compensation to employees and directors for the year 2018, as approved by the Remuneration Committee and the Board of Directors, are NT$ 1,600,000 and NT$ 300,000, respectively. The compensations shall be distributed in the form of cash.

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No. 4

Proposed by the Board of Directors

Proposal:

The execution of the shares repurchase plans

Explanatory Notes:

The company of the execution of the shares repurchase plans in 2020 is attached hereto as Attachment 5.

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Recognition

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No. 1

Proposed by the Board of Directors

Proposal:

Adoption of the 2019 Business Report and Financial Statements

Explanatory Notes:

The Company’s 2019 financial statements have been audited by Hsu, Yu-Feng and Mei, Yuan-Chen, certified public accountants from KPMG, who have issued and Audit Report.
The “2019 Business Report” and “2019 Financial Statements” are attached hereto as Attachments 1 & 3.

Resolution:

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No. 2

Proposed by the Board of Directors

Proposal:

Adoption of the Proposal for Distribution of 2019 Profits

Explanatory Notes:

The 2019 Earnings Distribution Proposal was prepared by the Board of Directors according to the ROC Company Act and Articles of Incorporation of the Company.
The amount of earnings for the year 2019 available for distribution to shareholders as dividend and bonus is NT$ 26,037,107. The Company's profits distribution, since the statutory surplus reserve and the special surplus reserve, no surplus is available for distribution.

Resolution:

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Discussion

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No. 1

Proposed by the Board of Directors

Proposal:

To approve the proposal of cash distribution from capital surplus

Explanatory Notes:

In accordance with Article 241 of the Company Act, the Company proposes a cash distribution of NT$26,520,602 from capital surplus derived from the amount of the subscription price in excess of par value of common shares issued by the company.The cash is be distributed to the registered shareholder on the record date, and the cash distribution per share will be NT$0.27. Cash distribution from capital surplus shall be paid to each shareholder, rounded to the nearest NT dollar (truncate the numbers after decimal place).
After the resolutions adopted by the 2020 Annual General Meeting of Shareholders, it is proposed that the Chairman be authorized by the General Shareholders’ Meeting to determine the record date for the cash distribution from capital surplus.
However, if the number of outstanding shares is changed afterward due to the share buy-back or redemption by the Company, shares cancellation or other factors so that distribution ratio for the cash distribution from capital surplus must be adjusted accordingly, it is proposed that the Chairman be authorized by the General Shareholders’ Meeting to deal with this matter with full authority.

Resolution

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No. 2

Proposed by the Board of Directors

Proposal:

To approve the amendment to the “Articles of Incorporation”

Explanatory Notes:

Amendment to the “Articles of Incorporation” is proposed to be in line with the requirements of applicable laws and regulations.
The comparison table “The Articles of Incorporation” is attached hereto as Attachment 4.

Resolution

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Questions and Motions

Adjournment

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Attachment 1 2019 Business Report

Operating Report of 2019

A. The implementation of business plans

	Unit: in thousand NTD 2019 2018 Increase/decrease NT ％ NT ％ NT ％ 2,813,327 100.00% 3,140,740 100.00% -327,413 -10.42% 503,014 17.88% 475,019 15.12% 27,995 5.89% 85,243 3.03% 62,347 1.99% 22,896 36.72% 35,902 1.28% 110,786 3.53% -74,884 -67.59% 26,037 0.93% 99,160 3.16% -73,123 -73.74%	Unit: in thousand NTD 2019 2018 Increase/decrease NT ％ NT ％ NT ％ 2,813,327 100.00% 3,140,740 100.00% -327,413 -10.42% 503,014 17.88% 475,019 15.12% 27,995 5.89% 85,243 3.03% 62,347 1.99% 22,896 36.72% 35,902 1.28% 110,786 3.53% -74,884 -67.59% 26,037 0.93% 99,160 3.16% -73,123 -73.74%	Unit: in thousand NTD 2019 2018 Increase/decrease NT ％ NT ％ NT ％ 2,813,327 100.00% 3,140,740 100.00% -327,413 -10.42% 503,014 17.88% 475,019 15.12% 27,995 5.89% 85,243 3.03% 62,347 1.99% 22,896 36.72% 35,902 1.28% 110,786 3.53% -74,884 -67.59% 26,037 0.93% 99,160 3.16% -73,123 -73.74%	Unit: in thousand NTD 2019 2018 Increase/decrease NT ％ NT ％ NT ％ 2,813,327 100.00% 3,140,740 100.00% -327,413 -10.42% 503,014 17.88% 475,019 15.12% 27,995 5.89% 85,243 3.03% 62,347 1.99% 22,896 36.72% 35,902 1.28% 110,786 3.53% -74,884 -67.59% 26,037 0.93% 99,160 3.16% -73,123 -73.74%	Unit: in thousand NTD 2019 2018 Increase/decrease NT ％ NT ％ NT ％ 2,813,327 100.00% 3,140,740 100.00% -327,413 -10.42% 503,014 17.88% 475,019 15.12% 27,995 5.89% 85,243 3.03% 62,347 1.99% 22,896 36.72% 35,902 1.28% 110,786 3.53% -74,884 -67.59% 26,037 0.93% 99,160 3.16% -73,123 -73.74%	Unit: in thousand NTD 2019 2018 Increase/decrease NT ％ NT ％ NT ％ 2,813,327 100.00% 3,140,740 100.00% -327,413 -10.42% 503,014 17.88% 475,019 15.12% 27,995 5.89% 85,243 3.03% 62,347 1.99% 22,896 36.72% 35,902 1.28% 110,786 3.53% -74,884 -67.59% 26,037 0.93% 99,160 3.16% -73,123 -73.74%
Item	2019		2018		Increase/decrease
	NT	％	NT	％	NT	％
OperatingIncome	2,813,327	100.00%	3,140,740	100.00%	-327,413	-10.42%
OperatingMargin	503,014	17.88%	475,019	15.12%	27,995	5.89%
OperatingInterest	85,243	3.03%	62,347	1.99%	22,896	36.72%
Pre-tax netprofit	35,902	1.28%	110,786	3.53%	-74,884	-67.59%
After-taxprofit	26,037	0.93%	99,160	3.16%	-73,123	-73.74%

Source: KPMG audited Financial Statements of 2019

In fiscal 2019, the consolidated operating income was $ 2,813,327 (thousand NT), representing a decrease of $ 327,413 (thousand NT) or 10.42% for 2018. The consolidated operating margin for the year was $ 503,014 (thousand NT), up by $27,955 (thousand NT) or 5.89% over year of 2018. The After –tax profit of year 2019 was 26,037 (thousand NT) ,a decrease of 73,123 (thousand NT), a decrease of 73.74% for year 2018.

In the 2019, The global economy has been severely impacted by the impact of the China-US trade war. The factors of the overall economic crisis have not yet been eliminated. The influence of protectionism has continued to ferment, putting high pressure on the global economy. On the one hand, the United States has continued to initiate multiple trade disputes around the world for several products, and global populism has risen and geopolitical conflicts have continued, which has greatly disrupted economic operations. On the other hand, the Eurozone, which is deeply in economic turmoil, has been hit hard by the major countries supporting the EU ’s export bulk as the China-U.S. Trade disputes have heated up and uncertainties have once again hit the EU ’s economic recovery. Under the influence of factors such as global trade frictions and the tightening of monetary policy by the Federal Reserve, the global economic growth has been weak, making it the weakest year since the 2008 financial crisis. In response to the changes and impacts of the end consumer market, affecting the company's related market layout and strategy, in such a difficult and treacherous economic environment, the revenue performance of 2019 was not as good as that of 2018, but fortunately the company sought to optimize costs and establish Competitive market niche, the overall gross profit margin has increased significantly compared to year 2018, and the gross profit amount has also shown a bright increase.

Overall, the economic stability of 2020 depends on whether trade conflicts can be eased, whether geopolitical conflicts can be safely passed, and whether debt problems can be properly controlled. Although 2020 is generally regarded as a weak economic growth year in the global market, the company will continue to actively launch new products and explore new markets under the increase of unpredictable factors and rising risks, and the company will continue to be active in the future. Engaged in the integration of production and sales and the strengthening of competitiveness. On the business side, in line with the changes in the external industrial environment, formulate competitive strategies and actively develop new products, new customers and new application markets. In terms of research and development, in response to energy conservation and carbon reduction requirements, a dedicated energy management unit was established to accelerate the development of related products. In terms of service, in line with customer needs, provide better quality and delivery time, and raise the threshold of competition. In terms of social responsibility, in line with the market's needs for green environmental protection, energy conservation and carbon reduction and carbon footprint verification, a series of energy management products such as green environmental protection, energy conservation, and carbon reduction are planned. While pursuing profits, we will fulfill our social responsibilities.

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B. the result of the budget ：

Unit: in thousands

result of the budget：			Unit:
項目	Amount(actual)	Amount(budget)	Actual/budget
Surge Protector for IT Peripherals	10,980	13,912	78.92%
Power Noise Filter for Audio and Video Devices	412	331	124.47%
IoT and Smart Home Power SafetySystem	697	1,310	53.21%
Others	513	343	149.56%
Total	12,602	15,896	79.28%

Analysis of financial revenue and expenditure and profitability

Unit : in thousand NT

	item	2019	2018	Increase/ decrease
Revenue and Expenditure	Revenue	2,813,327	3,140,740	-10.42%
	Operatingmargin	503,014	475,019	5.89%
	Netprofit after tax	26,037	99,160	-73.74%
Profitability	ROA(%)	1.24%	4.20%	-70.47%
	ROE(%)	1.68%	6.30%	-73.34%
	Net return(%)	0.93%	3.16%	-70.69%
	Retrospective EPS(元)	0.27	1.01	-73.27%

research and development status

The R&D expenses invested by the Company in 2019 ：

Unit : in thousand NTD

Item	Amount
R&D costs	128,984
Net operatingincome	2,813,327
Accounting for net operating income ratio	4.58%

C. Operating principles:

Actively expand new product lines to regain growth momentum.
Actively develop new customers and new channels, improve customer service quality, and expand operation scale.
Strengthen core technology capabilities and increase competition thresholds to increase competitive advantage Strict control of costs, improve management efficiency, enhance international competitiveness.
Improve management efficiency, shorten procurement lead time, increase material turnover rate to increase organizational flexibility; and actively automate production processes,

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strictly control various costs and expenses to strengthen cost competitiveness.
Carry out patent layout and strengthen intellectual property rights protection to increase barriers to industry entry and maintain competitive advantage.
Actively expand overseas production bases and build capacity outside China through strategic cooperation and overseas reinvestment models.

The expected number of sales and its basis

Based on the industrial environment and the supply and demand of the market, and considering the own capacity and business development, the Company expects sales as follows

Unit : in thousands

Item	Amout
SurgeProtector for IT Peripherals	12,322
Power Noise Filter for Audio and VideoDevices	254
IoT and Smart Home Power Safety System	869
Others	180
Total	13,625

Important production and marketing policies

Master market development trends, develop new products and new application markets to expand product breadth and depth.
Actively carry out production automation to improve yield and efficiency to improve cost competitiveness .
To grasp the market trends, the development of new products, develop new applications 。

market, to enhance profitability to expand the breadth and depth of the product

The future development strategy of the company

With the market trends, and actively develop green products, and strive to product innovation, expand product niche.
Strengthen the marketing channels, enhance the quality, price and delivery competitiveness, to enhance market share.

By the external competitive environment, regulatory environment and the overall operating environment

In the global climate change, the rise of environmental awareness, energy management and energy conservation and carbon reduction issues, has gradually transformed into the pursuit of profit and good corporate social responsibility of the primary goal. The overall community for enterprise products, the tracking and verification of carbon footprint needs continued to heat up, but also to provide the company to broaden the competitive threshold of the product opportunities. The company will focus on power management technology research and development, through the combination of part of the cloud and software technology, the introduction of a more comprehensive environmental energy solutions to meet customer demand for high efficiency energy management products.

I would like to thank the shareholders for their support of the Company on the report on the business report for the year 2019 and the summary of the 2020 business plan. The company will also make the best efforts of all employees, forging chain is better than the previous operating

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strength, performance support for shareholders to return. In the future, we hope that the shareholders will continue to give the company support and encouragement to create a bright future. I wish all the shareholders good health, all the best!！

Sincerely yours,

Chairman of the Board and CEO: Yi-Hsiung Chou

Accouting Office: Kevin Kuo

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Attachment 2 Supervisors’ Review Report for the year 2019 Financial Statements

SUPERVISORS’ REVIEW REPORT

The Board of Directors has prepared the Company’s 2019 Financial Statements. - - The CPA firm of KPMG, by CPA Hsu, Yu Feng and Mei, Yuan Chen was retained to audit the Company’s Financial Statements and has issued an audited report relating to the Financial Statements. The Financial Statements, Business Report, and the Proposal for Distribution of 2019 Profits have been reviewed and determined to be correct and accurate by Supervisors. According to Article 219 of the Company Law, we hereby submit this report.

Supervisors: Chin-Yang Chen Shin-Rong Shiah-Hou Liuyifeng Investment Co., Ltd.

March 17, 2020

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Attachment 3 (English Translation of Financial Report Originally Issued in Chinese)

POWERTECH INDUSTRIAL CO., LTD.

Balance Sheets

December 31,2019 and 2018

(expressed in thousands of New Taiwan dollars)

December 31, 2019	December 31, 2019	December 31, 2019	December 31, 2019	Liabilities and Stockholders’ equity Current liabilities： 2120 Financial liabilities measured at fair value through profit or loss - current 2170 Account payable 2180 Accounts payable to related parties 2200 Other payables 2220 Other payables to related parties 2230 Current tax liabilities 2130 Contract liability -current 2310 Advance receipts 2399 Other current liabilites Total current liabilities Non-current liabilities： 2580 Lease liabilities-non-current 2640 Accured pension liabilities Non-current liabilities: Total liabilities Equity attributable to shareholders of the parent： 3100 Common stock 3200 Capital surplus Retained earnings： 3310 Legal reserve 3320 Special reserve 3350 Unappropriated retained earnings Other equity： 3410 Financial statement translation differences for foreign operations Total equity Total liabilities and stockholders’ equity December 31, 2018 Amount % $ 399,613 14 60,270 2 1,899 - 772,381 31 - - 13,394 - - - 275 - 17,284 1 89 - 1,265,205 46 1,408,082 50 120,107 4 - - 12,078 - 1,363 - 318 - 1,541,948 54 2,807,153 100	December 31, 2019 Amount % - - 8,572 - 899,432 34 88,213 3 92,130 3 - - 19,501 1 1,307 - 31,158 1 1,140,313 42 833 - 19,645 1 20,478 1 1,160,791 43 982,244 37 236,552 9 322,369 12 36,605 2 26,720 1 385,694 15 (112,041) (4) 1,492,449 57 $ 2,653,240 100	December 31, 2019 Amount % - - 8,572 - 899,432 34 88,213 3 92,130 3 - - 19,501 1 1,307 - 31,158 1 1,140,313 42 833 - 19,645 1 20,478 1 1,160,791 43 982,244 37 236,552 9 322,369 12 36,605 2 26,720 1 385,694 15 (112,041) (4) 1,492,449 57 $ 2,653,240 100	December 31, 2019 Amount % - - 8,572 - 899,432 34 88,213 3 92,130 3 - - 19,501 1 1,307 - 31,158 1 1,140,313 42 833 - 19,645 1 20,478 1 1,160,791 43 982,244 37 236,552 9 322,369 12 36,605 2 26,720 1 385,694 15 (112,041) (4) 1,492,449 57 $ 2,653,240 100	December 31,2018 Amount % 13 - 16,885 1 961,810 34 74,586 3 38,506 1 8,536 - 35,021 1 - - 39,914 1 1,175,271 41 - - 21,174 1 21,174 1 1,196,445 42 982,244 35 276,981 10 312,453 11 24,911 1 78,054 3 415,418 15 (63,935) (2) 1,610,708 58 2,807,153 100	December 31,2018 Amount % 13 - 16,885 1 961,810 34 74,586 3 38,506 1 8,536 - 35,021 1 - - 39,914 1 1,175,271 41 - - 21,174 1 21,174 1 1,196,445 42 982,244 35 276,981 10 312,453 11 24,911 1 78,054 3 415,418 15 (63,935) (2) 1,610,708 58 2,807,153 100
Amount $ 562,322 61,531 1,960 508,041 657 5,483 2,676 131 21,321 284 1,164,406 1,359,262 117,184 2,114 9,348 658 268 1,488,834 $ 2,653,240		%			Amount - 8,572 899,432 88,213 92,130 - 19,501 1,307 31,158 1,140,313 833 19,645 20,478 1,160,791 982,244 236,552 322,369 36,605 26,720 385,694 (112,041) 1,492,449 $ 2,653,240			Amount 13 16,885 961,810 74,586 38,506 8,536 35,021 - 39,914
			21 3 - 19 - - - - 1 -
						1,140,313 833 19,645	42 - 1	1,175,271 - 21,174	41 - 1
	1,164,406		44	1,265,205
	1,359,262 117,184 2,114 9,348 658 268		52 4 - - - -	1,408,082 120,107 - 12,078 1,363 318
						20,478	1	21,174	1
						1,160,791	43	1,196,445	42
						982,244	37	982,244	35
						236,552	9	276,981	10
						322,369 36,605 26,720	12 2 1	312,453 24,911 78,054	11 1 3
	1,488,834		56	1,541,948
						385,694	15	415,418	15
						(112,041)	(4)	(63,935)	(2)
						1,492,449	57	1,610,708	58
						$ 2,653,240	100	2,807,153	100
	$ 2,653,240		100	2,807,153

See accompanying notes to the parent company only financial reports.

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(English Translation of Financial Report Originally Issued in Chinese) POWERTECH INDUSTRIAL CO., LTD.

Statements of Comprehensive Income

For the years ended December 31,2019 and 2018

(expressed in thousands of New Taiwan dollars)

2019	% 100 88	2018
Amount $ 2,813,424 2,464,650		Amount 3,139,570 2,841,602	%
			100 91
348,774	12	297,968	9
67,830 99,453 88,617 (2,177)	2 4 3 -	56,986 105,299 105,700 (15,438)	2 3 3 -
253,723	9	252,547	8
95,051	3	45,421	1
6,934 (50,318) (69) (18,258)	- (2) - -	3,648 46,507 - 10,933	- 1 - -
(61,711)	(2)	61,088	1
33,340 7,303	1 -	106,509 7,349	2 -
26,037	1	99,160	2
227 -	- -	1,066 -	- -
227	-	1,066	-
(46,997) (1,109) -	(2) - -	(12,301) 607 -	- - -

See accompanying notes to the parent company only financial reports

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Subsequently to profit or loss 8300 Other comprehensive income,net 8500 Comprehensive income Earnings per share 9750 Basic net income per share 9850 Diluted net income per share	(48,106) (2) (11,694) -
	(47,879) (2) (10,628) -
	$ (21,842) (1) 88,532 2
	$ 0.27 1.01
	$ 0.26 1.01

See accompanying notes to the parent company only financial reports

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POWERTECH INDUSTRIAL CO., LTD

Statements of Changes in Equity

For the years ended December 31,2019 and 2018

(Expressed in Thousand of New Taiwan Dollars)

Capital	Capital Surplus		Retained	Earnings	Total 315,192	Financial Statement Translation Differences for Foreign Operations	Total Equity
Common Share		Legal Reserve	Special Reserve	Unappropriated Retaied Earnings
$ 982,244	276,981	312,216	24,911				1,522,176 99,160 (10,628) (88,532) - 1,610,708 26,037 (47,879) (21,842) - - (55,988) (42,236) 1,807 1,492,449
				(21,935) 99,160 1,066 100,226 (237) 78,054 26,037 227 26,264 (9,916) (11,694) (55,988) - - 26,720
						(52,241)
- -	- -	- -	- -		99,160 1,066	- (11,694)
-	-	-	-		100,226	(11,694)
-	-	237	-		-	-
982,244 - -	276,981 - -	312,453 - -	24,911 - -		415,418 26,037 227	(63,935) - (48,106)
-	-	-	-		26,264	(48,106)
- - - - -	- - - (42,236) 1,807	9,916 - - - -	- 11,694 - - -		- - (55,988) - -	- - - - -
$ 982,244	236,552	322,369	36,605		385,694	(112,041)

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(English Translation of Financial Report Originally Issued in Chinese)

POWERTECH INDUSTRIAL CO., LTD

Statements of Cash Flows

For the year ended December 31, 2019 and 2018

(Expressed in Thousands of New Taiwan Dollars)

Statements of Cash Flows For the year ended December 31, 2019 and 2018 (Expressed in Thousands of New Taiwan Dollars)
Cash flows from operating activities： Net income before tax Adjustments： Adjustments to reconcile profit and loss Depreciation Reversal of doubtful accounts Financial assets evaluation benefits Interest expenses Interest income Share of profit of subsidiaries, associates and joint ventures accounted for using equity method Loss of financial assets Unrealized loss of sales Total adjustments to reconcile profit and loss Changes in operating assets and liabilities： Changes in operating assets： Notes receivable Accounts receivable Accounts receivable-related parties Other receivables Inventories Prepayments Total changes in operating assets ,net Increase in financial liabilities measured at fair value through profit or loss Increase in contract liabilities Accounts payable Account payable to related parties Other payables Other payables to related parties Provisions Advance receipts Other current liabilities Accrued pension liabilities Total changes in operating liabilities,net Total changes in operating assets and liabilities ,net Total adjustments Cash provided by (used in)operating activities Interest received Cash dividend received Interest paid Income tax paid and received Net cash provided by (used in) operating activites Cash flows from investing activities： Obtain investment measured by equity method Proceeds from disposal of property,plant and equipment Deposit deposit increased Decrease in prepayments for equipment Net cash used in investing actitivities Cash flows from financing activities： Increase in deposits received Cash dividends paid Payments to acquire treasury shares Net cash provided by (used in) financing activities Impact of exchange rate changes on cash and equivalent cash Increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year	2019 $ 33,340 10,173 (2,177) (2,783) 69 (5,575) (1,358) 18,258 2,783 (9,031)	2018 106,509 8,941 (15,438) (10,086) - (2,880) (768) (10,933) 10,086 -

	10,359	(21,078)
	(1,261) (61) 253,734 (657) 7,827 144 (4,037)	- (717) 15,772 12 11,071 72 1,433
	255,689	27,643
	(13) (15,520) (8,259) (62,378) 14,809 86,361 - (8,756) (1,302)	13 5,434 1,213 126,024 6,208 38,506 (35) 9,438 (1,395)
	4,942	185,406
	260,631	213,049
	270,990	191,971
	304,330 5,380 1,358 (69) (15,785)	298,480 2,830 768 - (8,703)
	295,214	293,375
	(15,737) (5,182) 50 (62)	(7,342) (6,997) (50) (340)
	(20,931)	(14,729)
	(1,275) (55,988) (42,236)	- - -
	(99,499)	-
	(12,075) 162,709 399,613	- 278,646 120,967
	$ 562,322	399,613

(See accompanying notes to the consolidated financial statements)

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(English Translation of Financial Report Originally Issued in Chinese) POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES

Consolidated Balance Sheets

December 31, 2019 and 2018

(Expressed in Thousands of New Taiwan Dollars)

			December 31,	December 31,	December 31,	December 31,	December 31,			Decembe 31,	Decembe 31,			December 31,
			2019		2018					2019				2018
	Assets		Amount	％	Amount		％		Liabilities and equity		Amount	％		Amount	％
	Current assets：								Current liabilities：
1100	Cash and cash equivalents	$	960,611	44	816,089		33	2120	Financial liabilities measured at fair value through profit or loss - current	$	-	-		13	-
1110	Financial assets measured at fair value through profit or loss - Liquidity		61,531	3		60,270	3	2170	Accounts payable		322,327	14		493,154	20
1150	Notes receivable,net		1,980	-		1,899	-	2200	Other payables		189,193		9	161,893		7
1170	Accounts receivable,net		523,079	24	808,039		33	2230	Current tax liabilities		15,272		1	26,699		1
1181	Accounts receivable-Related person		657	-	-		-	2250	Provisions-current		46,150		2	54,407		2
1200	Other receivables		6,794	-		12,772	1	2310	Advance receipts		32,989		1	-	-
130X	Investories		261,166	12	349,602		14	2399	Other current liabilities		60,503		3	80,416		3
1410	Prepayments		69,787	3		98,645	4		Total current liabilities		666,434	30		816,582	33
1476	Other financial assets-current		477	-		440	-		Non-current liabilities：
1479	Other current assets		5,894	-		5,490	-	2580	Lease liabilities-non current		15,862		1	-	-
	Total current assets		1,891,976	86	2,153,246		88	2640	Net defined benefit liabilities – non current		19,645		1	21,174		1
	Non-current assets：								Total non-current liabilities		35,507		2	21,174		1
1543	Financial Assets Measured at Cost-noncurrent		2,933	-		13,491	1		Total liabilities		701,941	32		837,756	34
1550	Investments accounted for using equity method		216,217	10	225,610		9		Equity attributable to shareholders of the parent：
1600	Property, plant and equipment		48,270	2	-		-	3100	Common stock		982,244	45		982,244	40
1840	Deferred income tax assets		9,348	1		12,078	1	3200	Capital surplus		236,552	11		276,981	11
1915	Prepayments for equipment		20,117	1		36,323	1		Retained earnings：
1920	Refundable deposits		1,706	-		3,582	-	3310	Legal reserve		322,369	15		312,453	13
1990	Other non-current assets		3,823	-		4,134	-	3320	Special reserve		36,605		1	24,911		1
	Total non-current assets		302,414	14	295,218		12	3350	Unappropriated retained earnings		26,720		1	78,054		3
											385,694	17		415,418	17
									Other equity：
								3410	Financial statement translation differences for foreign operations		(112,041)	(5)		(63,935)	(2)
									Total equity		1,492,449	68		1,610,708	66
	Total assets	$	2,194,390	100	2,448,464		100		Total liabilities and equity	$	2,194,390	100		2,448,464	100

(See accompanying notes to the consolidated financial statements)

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(English Translation of Financial Report Originally Issued in Chinese) POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

For the years ended December 31,2019 and 2018 (Expressed in Thousands of New Taiwan Dollars

2019	％ 100 82	2018	％ 100 85 15 3 6 5 (1) 13 2 - 1 - - 1 3 - 3
Amount $ 2,813,327 2,310,313		Amount 3,140,740 2,665,721
503,014	18	475,019
118,537 172,196 128,984 (1,946)	4 6 5 -	105,514 177,601 146,133 (16,576)
417,771	15	412,672
85,243	3	62,347
14,801 (49,702) (3,184) (11,256)	1 (2) - (1)	12,757 38,148 - (2,466)
(49,341)	(2)	48,439
35,902 9,865	1 -	110,786 11,626
26,037	1	99,160
227 -	- -	1,066 -	- -
227	-	1,066	-
(46,997) (1,109) -	(2) - -	(12,301) 607 -	- - -

(See accompanying notes to the parent company only financial reports)

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Subsequently to profit or loss 8300 Other comprehensive income, net 8500 Comprehensive income 9750 Basic net income per share 9850 Diluted net income per share	(48,106) (2) (11,694) -
	(47,879) (2) (10,628) -
	$ (21,842) (1) 88,532 3
	$ 0.27 1.01 $ 0.26 1.01

(See accompanying notes to the parent company only financial reports)

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(English Translation of Financial Report Originally Issued in Chinese) POWERTECH INDUSTRIAL CO.,LTD.AND SUBSIDIARIES

Consolidated Statements of Changes in Equity

For the years ended December 31, 2019 and 2018 (Expressed in Thousands of New Taiwan Dollars)

Unit: in thousand NT

Equity Attributable to Shareholders of the parent

Capital	Capital Surplus		Retained	Earnings	Total 315,192	Financial Statement Translation Differences for Foreign Operations	Total Equity
Common Share		Legal Reserve	Special Reserve	Unappropriate d Retaied Earnings
$ 982,244	276,981	312,216	24,911				1,522,176 99,160 (10,628) (88,532) - 1,610,708 26,037 (47,879) (21,842) - - (55,988) (42,236) 1,807 1,492,449
				(21,935) 99,160 1,066 100,226 (237) 78,054 26,037 227 26,264 (9,916) (11,694) (55,988) - - 26,720		(52,241)
- -	- -	- -	- -		99,160 1,066	- (11,694)
-	-	-	-		100,226	(11,694)
-	-	237	-		-	-
982,244 - -	276,981 - -	312,453 - -	24,911 - -		415,418 26,037 227	(63,935) - (48,106)
-	-	-	-		26,264	(48,106)
- - - - -	- - - (42,236) 1,807	9,916 - - - -	- 11,694 - - -		- - (55,988) - -	- - - - -
$ 982,244	236,552	322,369	36,605		385,694	(112,041)

(See accompanying notes to the consolidated financial statements)

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(English Translation of Financial Report Originally Issued in Chinese) POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES

Consolidated Statementss of Cash Flows

For the years ended December 31,2019 and 2018

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from operating activities： Net income before tax Adjustments： Adjustments to reconcile profit and loss Depreciation Amortization Reversal of doubtful accounts Financial assets evaluation benefits Interest expenses Interest income Dividend income Shares of affiliates and joint venture losses recognized using the equity method Loss(gain)on disposal of property,plant and equipment Loss of financial assets Total adjustments to reconcile profit and loss Changes in operating assets and liabilities： Net changes in operating assets： Financial assets measured at fair value through profit or loss (increase) decrease Decrease (increase) in notes receivable Decrease (increase) in accounts receivable Increas (Decrease) in accounts receivable-related person Decrease (increase) in other accounts receivable Decrease (increase) in inventories Prepayments (Increase) reduce Other current assets (Increase) decreased Total net change in assets associated with business activities Financial liability (decrease) increase measured by fair value through profit or loss Contract liability Accounts payables Other payalbes Prepayments (reduction) Other current liability Determination of increase in welfare liabilities (reduction) Total changes in operating liability ,net Net changes in operating liabilities： Total adjustment item Cash inflow from operations Interest received Dividend received Interest paid Income tax paid Total changes in operating liabilities, net Cash flows from investing activities： Proceeds from Investment for using Equity Method Proceeds from disposal of property,plantand equipment Disposal of property, plantand equipment Increase (Decrease)in refundable deposits Increase in other financial assets Increase in prepayments for equipment Net cash used in investing activities Cash flow from financing activities： Increase in deposits received Cash dividends paid Payments to acquire treasury shares Net cash provided by (used in) financing activities	2019 $ 35,902 86,686 3,496 (1,946) (2,783) 3,184 (13,443) (1,358) 11,256 729 2,783 (18,256)	2018 110,786 57,010 6,725 (16,576) (10,086) - (11,989) (768) 2,466 13 10,086 -
	70,348	36,881
	(1,261) (81) 274,123 (657) 5,934 88,436 28,858 2,488	3,069 (717) 13,028 - (4,091) (91,607) 9,309 (1,263)
	397,840	(72,272)
	(13) (8,257) (170,773) 28,482 - (19,913) (1,302)	13 54,407 56,994 30,717 (44,300) 8,733 (1,395)
	(171,776)	105,169
	226,064	32,897
	296,412	69,778
	332,314 13,406 1,358 (3,184) (20,860)	180,564 12,152 768 - (11,062)
	323,034	182,422
	- (23,150) 288 1,876 (3,185) (9,451)	(7,342) (39,076) 326 (2,826) (3,727) (8,679)
	(33,622)	(61,324)
	(32,639) (55,988) (42,236)	- - -
	(130,863)	-

(See accompanying notes to the consolidated financial statements)

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Effect of exchange rate changes on cash and cash equivalents Increase(decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year

	(14,027)	(10,359)
	144,522	110,739
	816,089	705,350
$	960,611	816,089

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Attachment 4

Comparison Table Before and After Amendment to “Articles of Incorporatoin”

2020.6.10 revised

	After amendment	After amendment	Before amendment	Reason
Article 5	The capital of the Compan is set at NT $ 1500 million, divided into NT $ 150 million shares, all of which are ordinary shares, NT $ 1.00 per share, of which unissued shares are authorized to be issued by the board of directors in multiples. Among the total capital in the preceding paragraph, 1500 million shares are reserved for the use of employee stock options, corporate bonds with stock options, special stocks with stock options, etc. for the exercise of stock options. If the company issues employee stock options at a subscription price lower than the closing price of the issue date, it shall only be obtained with the consent of the most recent shareholders'meeting to represent more than half of the total number of issued shares and the attendance of more than two thirds of the shareholders issued.		The capital of the Company is set at NT $ 1500 million, divided into 150 million shares, all of which are ordinary shares, and NTD10 per share, which is not issued shares, and the board of directors is authorized to issue the shares. The total amount of capital in the previous paragraph, to retain one thousand Wu Bai million shares for employee stock certificate, with equity corporate bonds, special shares issued by the exercise of stock options. In the event that the Company issues the employee stock option certificate at a price lower than the issue price of the issue date, it shall be issued after the special resolution of the shareholders' meeting	Cooperate with the revised text
Article 6		The company's stocks are registered by name, signed or stamped bythe directors representing the company, and issued after obtaining a bank visa that can legally serve as a stock issuing visa holder. The shares issued by the company may be exempt from printing stocks, but they should be registered with the securities centralized custody institution.	The company's stocks are registered by name, signed or stamped by three directors, and issued by the competent authority or its designated issuance registration agency visa. After the company publicly issues stocks, it may be exempt from printing stocks. The shares issued under the preceding paragraph shall be registered or kept in custody with the centralized securities depository institution, and may also be merged and reissued in large denomination securities at the request of the centralized securities depositoryinstitution.	Cooperate with the revised text

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Article 8	The ordinary meeting of the shareholders' meeting and the temporary meeting shall be convened at least once every year and shall be held within six months after the end of each accounting year.	The ordinary meeting of the shareholders' meeting and the temporary meeting shall be convened at least once every year and shall be held within six months after the end of each accounting year. Will be convened in accordance with the relevant laws and regulations when necessary. The convening of the shareholders 'meeting shall be convened 30 days before the meeting. The convening of the shareholders' temporary meeting shall notify the shareholders in writing or electronically on the date, place and proposal of the meeting 15 days before the meeting. But for less than a thousand shareholders, can be announced bywayof it.	Adjust the text.
Article 11	The resolution of the shareholders' meeting shall, except as otherwise provided in the relevant laws and regulations, represent the shareholders who represent more than half of the total number of shares to be issued in person or by proxy in order to attend the majority of the voting rights of the shareholders.	The resolution of the shareholders' meeting shall, except as otherwise provided in the relevant laws and regulations, represent the shareholders who represent more than half of the total number of shares to be issued in person or by proxy in order to attend the majority of the voting rights of the shareholders. At the time of voting, if the chairman is consulted without objection, it shall be deemed to have passed the same effect as the vote. But the following circumstances shall have the right to vote shall have the total number of issued shares of two-thirds of the shareholders of the person or agent to attend, to attend the shareholders of the voting right of more than half of the agreement. 1. Purchase or merge other enterprises at home and abroad. 2. Dissolution or liquidation,division.	Adjust the text.

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Article 14		The company has five to nine directors and three supervisors.The candidate nomination system is adopted by the shareholders'meeting on the list of candidates. The term of office is three years and can be re-elected. Among the aforementioned directors, the number of independent directors shall not be less than three, and shall not be less than five-fifths of the number of directors. Relevant regulations of the authorities.	The Company has five to nine directors and three supervisors. The independent directors shall not be less than two, and shall not be less than one fifth of the directors' seats. By the shareholders of the ability to have the ability of the person elected for a term of three years, even reelected. The total number of directors and supervisors of its total holdings, according to the provisions of the securities regulatory authorities.	Adjust provisions in accordance with regulations.
Article 14-2		After the re-election of the director and supervisor appointed by the shareholders'general meeting of 2019, the company set up an audit committee in accordance with the Securities Exchange Act to replace the supervisor and be responsible for the implementation of the supervisor's functions. The audit committee is composed of all independent directors. The exercise of the audit committee's powers and related matters are handled in accordance with relevant laws and regulations. The relevant provisions of the Articles of Association regarding supervisors cease to apply from the date of the establishment of the audit committee. The company may set up a salary and compensation committee or other functional committees in accordance with legal regulations or business needs.	The election of independent directors of the Company shall be based on the candidate nomination system. The provisions on the nomination system are governed by the provisions of Article 192 of the Company Law.	Adjust provisions in accordance with regulations.

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Article 16		The board of directors is convened once a quarter, and the convening should state the matter because the every director and supervisor were notified seven days ago; The notice of the convening of the board of directors may be in writing, fax, or electronic.	The board of directors shall be presided over by the chairman of the board of directors of the Company. If the chairman of the board of directors fails to exercise his or her duties, the agent shall handle the matter in accordance with the provisions of Article 208 of the Company Law.	Adjust provisions in accordance with regulations.
Article 16-1		Deleted	The board of directors shall convene once a quarter and shall convene the matter to inform the directors and supervisors seven days ago; but there shall be summoned at any time in case of emergency. The board of directors convenes a notice in writing, fax, e-mail (E-mail) and so on.	Delete clause
Article 25		These Articles of Incorportion were prescribed by the promoters on November 9, 2000. The 1st amendment was made on February 4, 2002; The 2nd amendment was made on October 25, 2002; The 3rd amendment was made on December 5, 2002; The 4th amendment was made on June 20, 2003; The 5th amendment was made on June 18, 2004; The 6th amendment was made on June 23, 2005; The 7th amendment was made on June 23, 2005; The 8th amendment was made on June 14, 2006; The 9th amendment was made on	These Articles of Incorportion were prescribed by the promoters on November 9, 2000. The 1st amendment was made on February 4, 2002; The 2nd amendment was made on October 25, 2002; The 3rd amendment was made on December 5, 2002; The 4th amendment was made on June 20, 2003; The 5th amendment was made on June 18, 2004; The 6th amendment was made on June 23, 2005; The 7th amendment was made on June 23, 2005; The 8th amendment was made on June 14, 2006; The 9th amendment was made on	Date of this amendment

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	June 15, 2007; The 10th amendment was made on June 13, 2008; The 11th amendment was made on May 26, 2010; The 12th amendment was made on May 30, 2011; The 13th amendment was made on June 18, 2012; The 14th amendment was made on June 28, 2013; The 15th amendment was made on June 7, 2016; The 16thamendment was made on June 14, 2018 The 17thamendment was made on June 10 ,2020	June 15, 2007; The 10th amendment was made on June 13, 2008; The 11th amendment was made on May 26, 2010; The 12th amendment was made on May 30, 2011; The 13th amendment was made on June 18, 2012; The 14th amendment was made on June 28, 2013; The 15th amendment was made on June 7, 2016; The 16th amendment was made on June 14, 2018

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Attachment 5

The execution of the shares repurchase plan of No.7

	No.7
Board approval date：	March 17 , 2020
Actual execution period：	March 19 , 2020 ~ April 17, 2020
Number of shares repurchase：	1,500,000 shares
The total amount of shares actually bought back：	NT$ 19,861,298
Average buyback price per share：	NT$ 13.24
Number of shares transferred：	-
Number of shares cancelled：	-
Remark：	-

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Appendix 1

Article of Incorporation of Powertech Industrial Co.,Ltd CHAPTER 1 GENERAL PROVISIONS

2018.06.14 revised

Article 1

The Company is organized under the Company Law and shall be named POWERTECH INDUSTRIAL CO., LTD.

Article 2

The scope of business of the Company is as follows:

CC01020 wire and cable manufacturing industry
CC01030 electrical and audio-visual electronics manufacturing industry
CC01110 computer and its peripheral equipment manufacturing industry
CC01060 wired communications machinery and equipment manufacturing industry
CC01070 wireless communications machinery and equipment manufacturing industry
CC01080 electronic components manufacturing industry
CC01990 other electrical and electronic machinery and equipment manufacturing industry
F401010 international trade industry
F401021 telecommunications control RF equipment input industry
10.CE01021 Weighing scale manufacturing
11.FA01181 Weighing instrument trading industry
12.JA02051 Weighing scale repair industry
ZZ99999 In addition to the permitted business, the business is not prohibited or restricted business

Article 3

The Company shall set up a branch office in Zhonghe District of Xinbei City and, if necessary, set up branch offices at home and abroad upon the resolution of the Board of Directors. Article 4

The announcement method of the Company shall be handled in accordance with the provisions of Article 28 of the Company Law.

Article 4-1

The Company shall treat the Company as a result of the need for outward investment and shall be determined by the board of directors of the Company as a limited liability shareholder, and the total amount of its investment shall not be limited by the amount of the investment amount stipulated in Article 13 of the Company Law.

Article 4-2

The Company is required to obtain external guarantees in respect of its business.

CHAPTER 2 SHARES

Article 5

The capital of the Company is set at NT $ 1500 million, divided into one hundred and fifty million shares, all of which are ordinary shares, and NTD10 per share, which is not issued shares, and the board of directors is authorized to issue the shares.

The total amount of capital in the previous paragraph, to retain one thousand Wu Bai million shares for employee stock certificate, with equity corporate bonds, special shares issued by the exercise of stock options.

In the event that the Company issues the employee stock option certificate at a price lower than the issue price of the issue date, it shall be issued after the special resolution of the shareholders' meeting.

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Article 5-1

The Company shall repurchase the shares of the Company in accordance with Paragraph 1 of Paragraph 1 of Article 28 bis of the Securities Exchange Act and shall, after the transfer of the average price of the actual purchase shares and the employee, The shareholders will attend the majority of the shareholders who have issued the total number of shares and attend the shareholders' voting right by more than two thirds of the voting rights. Article 6

The shares of the Company are generally named after the signature or seal of the three directors and issued by the competent authority or their designated issuer's visa. After the Company's public offering of shares, it is exempt from printing stock. The shares to be issued in the preceding paragraph shall be registered or kept by the centralized custodian of the securities and shall be subject to the request of the centralized securities custody institution to merge the denomination of the denominated securities. Article 7

The registration of shares shall not be made within five days before the shareholders' meeting within the first 60 days of the shareholders' meeting, within 30 days before the shareholders' temporary meeting, or within five days before the date on which the company decides to distribute dividends and dividends or other interests. Article 7-1

The handling of the shares of the Company shall be handled by the "Guidelines on Shareholding of Public Offering Companies" promulgated by the Competent Authority.

CHAPTER 3 SHAREHOLDERS’MEETING

Article 8

The ordinary meeting of the shareholders' meeting and the temporary meeting shall be convened at least once every year and shall be held within six months after the end of each accounting year. Will be convened in accordance with the relevant laws and regulations when necessary.

The convening of the shareholders 'meeting shall be convened 30 days before the meeting. The convening of the shareholders' temporary meeting shall notify the shareholders in writing or electronically on the date, place and proposal of the meeting 15 days before the meeting. But for less than a thousand shareholders, can be announced by way of it. Article 8-1

Shareholders who hold more than one percent of the shares of the Company at the time of the ordinary meeting of the shareholders are required to submit the shareholders' general meeting in writing to the Company. However, if one of the proposals is more than one proposal, they shall not be included in the proposal. Operations are in accordance with the company law and related regulations.

Article 9

When a shareholder fails to attend the shareholders' meeting for any reason, he / she shall be entrusted with the entrusted agent of the power of attorney issued by the company. In accordance with the provisions of Article 177 of the Company Law, the shareholders of the Company shall, in accordance with the provisions of the Rules on the Use of Power of Attorney in the Shareholders' Meeting issued by the Competent Authority. Article 10

The shareholders of the Company shall have a voting right in each share, except that the Act otherwise provides that the shares have no voting right. Article 11

The resolution of the shareholders' meeting shall, except as otherwise provided in the relevant laws and regulations, represent the shareholders who represent more than half of the total number of shares to be issued in person or by proxy in order to attend the majority of the voting rights of the shareholders. At the time of voting, if the chairman is consulted without objection, it shall be deemed to have passed the same effect as the vote. But the following

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circumstances shall have the right to vote shall have the total number of issued shares of two-thirds of the shareholders of the person or agent to attend, to attend the shareholders of the voting right of more than half of the agreement.

Purchase or merge other enterprises at home and abroad.
Dissolution or liquidation, division.

Article 11-1

If the Company revokes the public offering in future, it shall be referred to the resolution of the shareholders' meeting and shall not change the provisions during the listing period. Article 12

The shareholders' meeting shall be convened by the board of directors and shall be the chairman of the board of directors. When the chairman of the board of directors is absent, the chairman of the board of directors shall appoint one of the directors to act as a proxy, and if the other party is not designated, the chairman shall be elected by the director; The chairman of the convenor of the convenor, the convenor of more than two should be pushed each other as a person.

Article 13

The resolution of the shareholders' meeting shall be made by the chairman of the shareholders' meeting or sealed by the chairman of the shareholders' meeting and shall be circulated in writing or electronically to the shareholders within 20 days after the meeting. The distribution of the aforesaid proceedings shall be Notice of the way.

CHAPTER 4 DIRECTORS AND SUPERVISORS

Article 14

The Company has five to nine directors and three supervisors. The independent directors shall not be less than two, and shall not be less than one fifth of the directors' seats. By the shareholders of the ability to have the ability of the person elected for a term of three years, even reelected. The total number of directors and supervisors of its total holdings, according to the provisions of the securities regulatory authorities. Article 14-1

Missing one of the directors or supervisors amounted to one-third of all dismissed, the Board of Directors shall convene an extraordinary session of shareholders within 60 days of the election, his term of office in order to make up for the duration of their former limit. Article 14-2

The election of independent directors of the Company shall be based on the candidate nomination system. The provisions on the nomination system are governed by the provisions of Article 192 of the Company Law.

Article 15

The board of directors of the board of directors shall be represented by more than two-thirds of the directors and one or more of the directors attending the meeting. If the chairman of the board of directors fails to exercise his or her duties, the agent shall handle the matter in accordance with the provisions of Article 208 of the Company Law.

Article 16

The board of directors shall be presided over by the chairman of the board of directors of the Company. If the chairman of the board of directors fails to exercise his or her duties, the agent shall handle the matter in accordance with the provisions of Article 208 of the Company Law. Article 16-1

The board of directors shall convene once a quarter and shall convene the matter to inform the directors and supervisors seven days ago; but there shall be summoned at any time in case of emergency. The board of directors convenes a notice in writing, fax, e-mail (E-mail) and so on.

Article 17

The directors may, in writing, authorize representatives of other directors to attend the board of directors, but shall issue a power of attorney every time, indicating the scope of

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authorization 1 and subject to the entrustment of one person.

Article 18

The resolutions of the board of directors shall, except as otherwise provided in the Company Law, be attended by more than half of the directors and attend the majority of the directors' consent.

Article 19

The proceedings of the board of directors shall be made by the chairman of the meeting or sealed by the chairman of the meeting and shall be distributed to the directors within 20 days after the meeting.

Article 19-1

The matters relating to the board of directors of the Company and other related matters shall be handled in accordance with the Rules of Procedure of the Board of Directors of the Company.

Article 20

The remuneration of the directors and supervisors shall authorize the board of directors to pay the value of the operation and the contribution of the Company in accordance with the general level of the same industry. The Company shall, within the term of office of the directors and supervisors, purchase liability insurance in respect of its business scope, liability in accordance with the law.

CHAPTER 5 MANAGERS

Article 21

The Company shall set up a manager whose appointment, dismissal and remuneration shall be handled in accordance with Article 29 of the Company Law.

CHAPTER 6 ACCOUNTING

Article 22

At the end of each accounting year, the board of directors shall prepare the following list and submit the inspection to the supervisor at the meeting of the shareholders' meeting 30 days before submitting the request to the shareholders for approval.

The business report
The financial statements
The distribution of surplus or loss of the motion.

Article 23

In the case of profit for the year (the so-called profit shall be deducted from the distribution of the employee's remuneration and the benefit of the supervisor), 2%~15% shall be paid for the employees and not more than 3% for the directors of remuneration. However, if the Company has accumulated losses (including the adjustment of undistributed surplus amount), the amount should be retained in advance.

The employees of the preceding paragraph may be paid in the form of shares or cash, and the object of payment shall include the employees of the subsidiary who meet the conditions set by the board of directors. The preceding directors are only allowed to do so. The first two items should be resolved by the board of directors and report to the shareholders' meeting.

Article 23-1

In the event of the after-tax net profit of the Company for the current year, the accumulative loss shall be made up (including the adjustment of the undistributed surplus amount), and 10% shall be allocated as the legal surplus reserve; but the legal surplus reserve The cumulative amount of the Company has paid the total amount of paid-in capital. To allocate or rotate the special surplus reserve in accordance with the law or the competent authority. The subsequent earnings, together with the unallocated earnings at the beginning of the period (including the adjustment of the undistributed surplus amount), the shareholders' proposed

- 40 -

dividend distribution is proposed by the board of directors.

The dividend policy of the Company mainly considers the future development of the Company and the demand for funds. For the purpose of future financial needs and long-term financial planning, the cash dividend shall not be less than 20% of the total dividend.

CHAPTER 7 SUPPLEMENTAL PROVISIONS

Article 24

If the articles of association do not, the relevant laws and regulations shall be handled in accordance with the provisions of the Company Law and the relevant laws and regulations. The Articles of Incorporation or amendments are made after approval by the Competent Authority.

Article 25

These Articles of Incorportion were prescribed by the promoters on November 9, 2000. The 1[st] amendment was made on February 4, 2002; The 2[nd] amendment was made on October 25, 2002;

The 3[rd] amendment was made on December 5, 2002; The 4[th] amendment was made on June 20, 2003; The 5[th] amendment was made on June 18, 2004; The 6[th] amendment was made on June 23, 2005; The 7[th] amendment was made on June 23, 2005; The 8[th] amendment was made on June 14, 2006; The 9[th] amendment was made on June 15, 2007; The 10[th] amendment was made on June 13, 2008; The 11[th] amendment was made on May 26, 2010; The 12[th] amendment was made on May 30, 2011; The 13[th] amendment was made on June 18, 2012; The 14[th] amendment was made on June 28, 2013; The 15[th] amendment was made on June 7, 2016; The 16[th] amendment was made on June 14, 2018;

POWERTECH INDUSTRIAL CO.,LTD.

CHAIRMAN& PRESIDENT

JONIE CHOU

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APPENDIX 2 Rules of Procedures for Shareholders Meeting of POWERTECH INDUSTRIAL CO.,LTD.

Passed by the General Shareholders Meeting on June 14, 2017

In addition to the provisions of the laws and regulations of the Company, the shareholders' meeting of the Company shall be handled in accordance with these Standards.
The shareholders referred to in these Rules shall mean the representatives or agents entrusted by the shareholders themselves and the shareholders.
The Company shall convene a shareholders 'meeting and may exercise its voting rights in writing or electronically; its exercise shall be set out in the notice convened by the shareholders' meeting. The company has to set up a signature card for attendance by the shareholders, or by the shareholders to pay the attendance card to sign on behalf of the card. The number of shares to be attended by the attendance card or the attendance card. In addition to the provisions of Article 179 of the Company, the attendance and voting of the shareholders' meeting shall be based on the shares.
The place where the shareholders 'meeting will be held shall be at the place where the Company is located or facilitated by the shareholders and suitable for the convening of the shareholders' meeting; the meeting shall not be earlier than 9 am or later than 3 pm.
If the chairman of the board of directors is appointed by the chairman of the board of directors, the chairman of the board of directors shall be represented by the chairman of the board of directors, or if the chairman of the board of directors fails to exercise his or her duties, he shall be represented by the deputy chairman or vice chairman or vice chairman of the board of directors. The chairman of the board of directors appointed by the chairman of the agent; its no executive director, designated director of a proxy, the chairman did not specify the agent, by the executive director or director of each other. If the shareholders are convened by the convenor other than the board of directors, the chairman of the board of directors shall be appointed by the convenor.
After the meeting has been adjourned, the shareholders shall not continue to hold the meeting at the original site or another place. However, if the chairman violates the rules of procedure, he announces that the meeting will be elected by a majority of the shareholders to attend the meeting.
The company shall keep the whole process of recording or recording of the meeting of the shareholders' meeting and keep it for at least one year.
The company may appoint an appointed lawyer, accountant or related person to attend the shareholders' meeting.
The management staff of the shareholders' meeting shall wear a recognition certificate or armband.
If the chairman of the meeting has not been represented by a majority of the total number of shares to be issued, the chairman may declare a postponement of the meeting. The

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delay shall be limited to two times, and the delay shall not exceed one hour. If there is less than one third of the total number of issued shares, the shareholders may attend the meeting.

If the number of shares to be represented is less than half of the total number of issued shares before the meeting is not completed, the chairman shall resubmit the decision to resubmit the meeting in accordance with the provisions of the Company Law.

The meeting shall be made by the board of directors, and the meeting shall be conducted on the basis of the scheduled agenda and shall not be changed without the resolution of the shareholders' meeting.
If the shareholders are convened by the convenor other than the board of directors, the provisions of the preceding paragraph shall be used.

Agenda 2 Before the proceedings (including provisional motion) are not terminated, the President shall not adjourn the meeting by resolution.

Before attending a statement, the applicant must first fill in the statement to specify the purpose of the statement, the number of members and the name of the board, by the chairman to specify the order of their speeches.
Attendance of the shareholders only to speak but not speakers, as not speak. The content of the statement and the statement of the statement does not match, to speak content shall prevail.

At the time of the presentation of the shareholders, the other shareholders shall not speak in any way except with the consent of the chairman and the shareholders of the statement, and the chairman of the violation shall cease.

The same motion shall not be repeated by the Chairman, and shall not exceed two times, not more than five minutes. If the shareholder speaks in violation of the preceding paragraph or exceeds the scope of the question, the chairman shall stop his speech.

Any legal entity designated as proxy by a shareholder(s) to be present at the shareholders meeting may appoint only one representative to attend such meeting.
If a corporate shareholder who designated two or more representatives to represent may speak on any one discussion item.
After the presentation of the shareholders, the chairman has personally or designated the relevant personnel to reply.
The bill of directors of the motion and the counting of votes, designated by the chairman, but the prisoners should have a shareholder status. The result of the vote shall be reported on the spot and made into record.
The meeting is in progress and the chairman has the time to declare his rest. If a meeting fails to end, the Assembly will be resolved by resolution within five days and free from the notice and announcement.
The resolution of the resolution shall be approved by the majority of the shareholders' voting rights in addition to the provisions of the Company Law and the Articles of Association.

Vote on the motion:

a. When the Chairman is consulted and all the participants are not dissenting, they shall be

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deemed to have passed the same objection without the objection.

b. The same is true of the votes cast against the motion and the remainder of the objection is the same as the vote.
c. In the case of an amendment or an alternative to the same motion, the Chairman shall, in the same order as the original proposal. If the other case has been passed, the other motions shall be deemed to have been vetoed.
The chairman has commanded the captain (or security officer) to assist in maintaining the order of the venue. When the captain (or the security officer) is present to assist in maintaining the order, the mark of the "picker" should be worn.
The Rules shall be implemented after the adoption of the Shareholders' Meeting.

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Appendix 3 Shareholding of Directors and Supervisors

POWERTECH INDUSTRIAL CO.,LTD. Shareholding of Directors and Supervisors

Book closure date: April 12, 2020

			Book closure date: April 12, 2020	Book closure date: April 12, 2020
Position	Name	Date elected	Current shareholding
			Shares	Shareholding ratio%
Chairman	Jonie Chou	6.10, 2019	7,229,110	7.36
Director	Michael Tian-Shyug Lee		1,336,458	1.36
Director	Jennifer Lai		283,141	0.29
Director	Winston Lee		0	0
Independent Director	Chun-Chi Yang		0	0
Independent Director	Tsung-Pei Lee		0	0
Independent Director	Hong-Cheng Liu		0	0
Total Shares of Directors			8,848,709	9.01
Supervisor	Chin-Yang Chen	6.10 ,2019	1,578,823	1.61
Supervisor	LIuyifeng Investment		1,214,000	1.25
Total Shares of Supervisors			2,792,823	2.85

Note 1. Supervisor Shiah-Hou , Shin-Rong resigned at Mar.31 2020. Note 2. All of these are common stock

Note 3. The minimum required total shareholding of all directors by law: 7,857,956 shares The minimum required total shareholding of all supervisors by law: 785,795 shares

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Appendix 4 Acceptance of proposals submitted by shareholders this annual general shareholders’ meeting

Acceptance of proposals submitted by Company Act, shareholder(s) holding one percent (1%) or more of the total number of outstanding shares of a company may propose to the company a proposal for discussion at a general shareholders’ meeting, provided that only one matter shall be allowed in each single proposal. The number of words of a proposal to be submitted by a shareholder shall be limited to not more than three hundred (300) words (including proposal, explanatory notes and punctuation marks), and any proposal containing more than 300 words shall not be included in the agenda of the shareholders’ meeting. The shareholder who has submitted a proposal shall attend, in person or by a proxy, the general shareholders’ meeting where at his proposal is to be discussed and shall take part in the discussion of such proposal.
The proposal accepting period of 2020 Annual General Shareholders Meeting is from March 31, 2020 to April 10, 2020.
No proposals are raised by shareholders during the said accepting period.

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AI assistant

POWERTECH — AGM Information 2020

52310_rns_2020-07-14_08861780-c8bc-422b-b599-cfbc4f90f8ef.pdf

POWERTECH INDUSTRIAL CO., LTD

2020 Annual General Shareholders’ Meeting Meeting Handbook

MEETING TIME: June 10, 2020 at 9:00 AM

Table of Contents

POWERTECH INDUSTRIAL CO., LTD.

2 020 Annual General Shareholders’ Meeting Procedure

2. Chairman to announce the commencement of meeting

4. Management Presentation

5. Recognition

6. Discussion

7. Questions and Motions

8. Adjournment

POWERTECH INDUSTRIAL CO., LTD 2020 Annual General Shareholders’ Meeting Agenda

II. Chairman to announce the commencement of meeting

Management Presentation

No. 1

Proposal:

Explanatory Notes:

No. 2

Proposal:

Explanatory Notes:

No. 3

Proposal:

Explanatory Notes:

No. 4

Proposed by the Board of Directors

Proposal:

Explanatory Notes:

Recognition

No. 1

Proposed by the Board of Directors

Proposal:

Explanatory Notes:

Resolution:

No. 2

Proposal:

Explanatory Notes:

Resolution:

Discussion

No. 1

Proposed by the Board of Directors

Proposal:

Explanatory Notes:

Resolution

No. 2

Proposal:

Explanatory Notes:

Resolution

Questions and Motions

Adjournment

Attachment 1 2019 Business Report

Operating Report of 2019

B. the result of the budget ：

Analysis of financial revenue and expenditure and profitability

research and development status

C. Operating principles:

The expected number of sales and its basis

Important production and marketing policies

The future development strategy of the company

By the external competitive environment, regulatory environment and the overall operating environment

Sincerely yours,

Chairman of the Board and CEO: Yi-Hsiung Chou

Attachment 2 Supervisors’ Review Report for the year 2019 Financial Statements

SUPERVISORS’ REVIEW REPORT

POWERTECH INDUSTRIAL CO., LTD.

Balance Sheets

December 31,2019 and 2018

(expressed in thousands of New Taiwan dollars)

See accompanying notes to the parent company only financial reports.

(English Translation of Financial Report Originally Issued in Chinese) POWERTECH INDUSTRIAL CO., LTD.

Statements of Comprehensive Income

For the years ended December 31,2019 and 2018

(expressed in thousands of New Taiwan dollars)

See accompanying notes to the parent company only financial reports

See accompanying notes to the parent company only financial reports

POWERTECH INDUSTRIAL CO., LTD

Statements of Changes in Equity

POWERTECH AGM Information 2020