POWERTECH - AGM Information 2021 | FinancialReports.eu

Stock Code ： 3296

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POWERTECH INDUSTRIAL CO., LTD

2021 Annual General Shareholders’ Meeting Meeting Handbook

MEETING TIME: June 10, 2021 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……………..……………………......................	P7
	3. Discussion …..……….....………………………………….	P10
	4. Questions and Motions …………………………………….	P13
III. Attachments
	1. 2020 Business Report……………………….........………..	P14
	2. Supervisors’ Review Report for the year 2020 Financial Statements………………………….……………………...	P18
	3. Financial Statements for the year 2020……………………	P19
	4. Comparison Table Before and After Amendment to “Rules for the election of directors and supervisors”…………….	P32
IV.Appendices
	1. Articles of Incorporation………..…………………………	P37
	2. Rules for the election of directors and supervisors…..…..	P42
	3. Rules of Procedures for Shareholders Meetings	P44
	4. Shareholding of Directors and Supersivors………………	P47
	5. Acceptance of proposals submitted by shareholders for this annual general shareholders’meeting……………………	P48

POWERTECH INDUSTRIAL CO., LTD.

2021 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 2021 Annual General Shareholders’ Meeting Agenda

Time: 09:00 a.m. June 10 ,2021 (Thursday)

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 2020
Supervisor Review Report for the year 2020 Financial Statements
Rewards to employees and board of directors in 2020
V. Recognition
Adoption of the 2020 Business Report and Financial Statements.
Adoption of the Proposal for Distribution of 2020 Profits.
VI. Discussion
Approve the proposal of cash distribution from capital surplus
Approve the amendment to the “Rules for the election of Directors and Supervisors”
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 2020

Explanatory Notes:

2020 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 2020 Financial Statements

Explanatory Notes:

The year 2020 financial statements have been audited by the Independent Auditors and the Independent Auditors’ Report was issued. In addition, 2020 financial statements have been reviewed and examined by Supervisors.
Supervisors’ Review Report for the year 2020 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 2020

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.
The distribution of compensation to employees and directors for the year 2020, as approved by the Remuneration Committee and the Board of Directors, are NT$ 1,600,000 and NT$ 450,000, respectively. The compensations shall be distributed in the form of cash.

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Recognition

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No. 1

Proposed by the Board of Directors

Proposal:

Adoption of the 2020 Business Report and Financial Statements

Explanatory Notes:

The Company’s 2020 financial statements have been audited by Hsu, Yu-Feng and Lee, Tzu-Hui, certified public accountants from KPMG, who have issued and Audit Report.
The “2020 Business Report” and “2020 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 2020 Profits

Explanatory Notes:

The 2020 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 2020 available for distribution to shareholders as dividend and bonus is NT$ 22,474,775. 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$22,246,624 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$0.23. 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 2021 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 “Rules for the election of Directions and Supervisors”

Explanatory Notes:

Amendment to the “Rules for the election of Directions and Supervisors” rename to “ Rules for the election of Directions”is proposed to be in line with the requirements of applicable laws and regulations.
The comparison table “Rules for the election of Directions and Supervisors” is attached hereto as Attachment 4.

Resolution

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Questions and Motions

Adjournment

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Attachment 1 2020 Business Report

Operating Report of 2020

A. The implementation of business plans

Unit: in thousand NTD

Item	2020	2020	2019	2019	Increase/decrease	Increase/decrease
	NT	％	NT	％	NT	％
OperatingIncome	2,511,738	100.00%	2,811,304	100.00%	-299,566	-10.66%
OperatingMargin	404,229	16.09%	505,984	18.00%	-101,755	-20.11%
OperatingInterest	40,629	1.62%	106,584	3.79%	-65,955	-61.88%
Pre-tax netprofit	49,125	1.96%	57,054	2.03%	-7,929	-13.90%
After-taxprofit	22,475	0.89%	26,037	0.93%	-3,562	-13.68%

Source: KPMG audited Financial Statements of 2020

In fiscal 2020, the consolidated operating income was $ 2,511,738 (thousand NT), representing a decrease of $ 299,566 (thousand NT) or 10.66% for 2019. The consolidated operating margin for the year was $ 404,229 (thousand NT), down by $101,755 (thousand NT) or 20.11% over year of 2019. The After –tax profit of year 2020 was 22,475 (thousand NT) ,a decrease of 3,562 (thousand NT), a decrease of 13.68% for year 2019.

In 2020 on the whole, the global economy was ravaged by the new crown virus (COVID-19). In order to prevent the spread of the epidemic, various countries adopted strict control measures such as closing cities, closing borders, and restricting personnel activities, which caused the global economic demand to almost halt. The economy brings a high degree of pressure. On the one hand, this once-in-a-century public health crisis has led to a 4.3% shrinkage of global GDP in 2020, which is more serious than the 1.7% decline during the 2009 financial turmoil and the lowest since the 1929 global economic depression. On the other hand, according to the United Nations report, the blockade orders, quarantine measures and social distancing regulations implemented by governments since the second quarter of 2020 have helped save countless lives, but they have also impacted the livelihoods of hundreds of millions of people around the world. The blockade measures implemented globally affect nearly 2.7 billion laborers, accounting for 81% of the global labor force, and plunge 131 million people into poverty, many of whom are women, children, and residents of disadvantaged communities, causing severe economic shutdowns. In response to the changes and impacts of the terminal consumer market, the company’s relevant market layout and strategies were affected. In such a difficult and treacherous business environment, the overall revenue of 2020 was reduced by nearly 300 million compared with that of 2019. Fortunately, the company strives for cost optimization. Establish a competitive market niche, and the overall profit is only 3.5 million less than in 2019.

Looking ahead to the year 2021, observing the recent international economic situation, the advent of the COVID-19 vaccine will help promote the global economic recovery, but the speed of virus variants and the effectiveness of the vaccine, the timing of the slowdown of the epidemic in various countries, the intensity of fiscal stimulus, and trade relations will all affect the recovery. Footsteps, this has also planted variables for the overall economic recovery. Under the raging epidemic, all countries have used huge fiscal expenditures to reduce the economic deterioration caused by the epidemic. According to the forecast of the International Finance Association (IIF), after the outbreak of the COVID-19 epidemic, countries have adopted fiscal stimulus policies in response to the epidemic. The world has set off a "debt tsunami" (debt tsunami). At the end of 2021, global debt will hit a new high of 277 trillion U.S. dollars (365% of GDP), and the non-financial sector will also reach 210 trillion U.S. dollars (210% of GDP). In the short term, this debt expansion policy has effectively stimulated a strong economic rebound and reduced the impact of the

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epidemic on the economy; but the medium-term debt burden will inhibit economic growth performance, and the economic loss will reach 28 trillion in six years to 2025. The impact of the US dollar and trade stagnation will continue to exist in the medium term. In addition, because of the flood of market funds, the price of raw materials has risen sharply, and it will also have a negative impact on the overall economic recovery. On the whole, the economic development status of year 2021 depends on how much recovery power the vaccine can drive and whether the global debt problem can be effectively controlled. The reasonableness of raw material prices also affects the power and energy of industrial recovery. Although the global market generally believes that after the year 2020 epidemic caused a major shutdown, the year 2021 economy is a year of "V-shaped" rebound growth, but in fact there are still many variables. Unpredictable factors increase and risks increase. In the future, the company will continue to actively launch new products and explore new markets. In the future, the company will continue to actively engage in the integration of production and sales and the enhancement of competitiveness. On the business side, in accordance with the changes in the external industrial environment, formulate competitive strategies and actively develop new products, new customers and new application markets. For R&D, 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 services, we will meet customer needs, provide better quality and delivery, and raise the barriers to competition. In terms of social responsibility, in response to market demand for green environmental protection, energy saving and carbon reduction, and carbon footprint verification, a series of energy management products such as green environmental protection, energy saving, and carbon reduction are planned to fulfill social responsibilities while pursuing profits.

B. the result of the budget ：

result of the budget：
	Unit:in thousands Amount(actual)Amount(budget)Actual/budget 11,813 12,322 95.87% 262 254 103.15% 589 869 67.78% 566 180 314.44% 13,230 13,625 97.10%
ITEM	Amount(actual)	Amount(budget)	Actual/budget
Surge Protector for IT Peripherals	11,813	12,322	95.87%
Power Noise Filter for Audio and Video Devices	262	254	103.15%
IoT and Smart Home Power Safety System	589	869	67.78%
Others	566	180	314.44%
Total	13,230	13,625	97.10%

Analysis of financial revenue and expenditure and profitability

Unit : in thousand NT

Revenue and Expenditure	item	2020	2019	Increase/ decrease
	Revenue	`2,511,738`	`2,811,304`	`-10.66%`
	Operatingmargin	`404,229`	`505,984`	`-20.11%`
	Netprofit after tax	`22,475`	`26,037`	`-13.68%`
Profitability	ROA(%)	`1.06%`	`1.24%`	`-14.32%`
	ROE(%)	`1.52%`	`1.68%`	`-9.47%`
	Net return(%)	0.89%	0.93%	-3.39%
	Retrospective EPS(元)	0.23	0.27	-14.81%

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research and development status

The R&D expenses invested by the Company in 2020 ：

Unit : in thousand NTD

	Unit : in thousand NTD
Item	Amount
R&D costs	112,823
Net operatingincome	2,511,738
Accounting for net operating income ratio	4.49%

C. Operating principles:

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, 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
Surge Protector for IT Peripherals	13,660
Power Noise Filter for Audio and Video Devices	283
IoT and Smart Home Power Safety System	1,034
Others	681
Total	15,658

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 price fluctuations of raw materials, strengthen inventory control, and give full play to purchasing advantages.

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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

Continue to recruit outstanding talents and improve the capabilities of current employees.
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 2020 and the summary of the 2021 business plan. The company will also make the best efforts of all employees, forging chain is better than the previous operating 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 2020 Financial Statements

SUPERVISORS’ REVIEW REPORT

The Board of Directors has prepared the Company’s 2020 Financial Statements. - - The CPA firm of KPMG, by CPA Hsu, Yu Feng and Lee, Tzu Hui 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 2020 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

Liuyifeng Investment Co., Ltd. Roger Chang

March 22, 2021

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

POWERTECH INDUSTRIAL CO., LTD.

Balance Sheets

December 31,2020 and 2019

(expressed in thousands of New Taiwan dollars)

Assets Current assets： Cash and equivalents Financial assets measured at fair value through profit or loss - Liquidity Notes receivable,net Accounts receivables,net Accounts receivables-related Other receivables Current tax assets Inventories Prepayments Other financial-current Total current assets Non-current assets： Investments accounted for using equity method Property,plant and equipment The right to use assets Deferred income tax assets Prepayments for equipment Refundable deposits Long-term Receiable Total non-current assets	December 31, 20	December 31, 20	20	20	December 31, 2 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	019 % 21 3 - 19 - - - - 1 - 44 52 4 - - - - - 56
	Amount $ 453,794 60,988 1,079 665,547 - 8,213 - 131 56,206 126 1,246,084 1,385,014 114,121 - 10,526 794 17 10,916 1,521,388		%
				16 3 - 24 - - - - 2 -
		1,246,084		45	1,164,406	44
		1,385,014 114,121 - 10,526 794 17 10,916		51 4 - - - - -	1,359,262 117,184 2,114 9,348 658 268 -	52 4 - - - - -
		1,521,388		55	1,488,834	56
Total assets
		$ 2,767,472		100	2,653,240

	Dece	mber 31, 2020			Dec	em	ber 31, 2019							December 31, 2020	December 31, 2020	December 31, 2020		December 31,2019
Assets	Amount		%		Amount			%				Liabilities and Stockholders’ equity		Amount			%	Amount %
Current assets：												Current liabilities：
Cash and equivalents	$	453,794		16	$	562,322			21		2100	short-term loan	$			142,400	5	-	-
Financial assets measured at fair value		60,988		3			61,531			3	2130	Contract liabilities-current				24,501	1	19,501		1
through profit or loss - Liquidity											2170	Account Payable				19,779	1	8,572		-
Notes receivable,net		1,079		-			1,960		-		2180	Accounts payable to related parties			1,004,980		36	899,432		34
Accounts receivables,net		665,547		24		508,041			19		2200	Other payables				48,348	2	88,213		3
Accounts receivables-related		-		-			657		-		2220	Other payables to related parties				-	-	92,130		3
Other receivables		8,213		-			5,483			-	2230	Current tax liabilities				6,840	-	-		-
Current tax assets		-		-			2,676		-		2280	Contract liability -current				-	-	1,307		-
Inventories		131		-			131		-		2399	Other current liabilites				35,370	1	31,158		1
Prepayments		56,206		2			21,321			1		Total current liabilities			1,282,218		46	1,140,313		42
Other financial-current		126		-			284		-			Non-current liabilities：
Total current assets		1,246,084		45		1,164,406			44		2580	Lease liabilities-non-current				-	-	833		-
Non-current assets：											2640	Accured pension liabilities-Non-current liavilities				18,538	1	19,645		1
Investments accounted for using equity		1,385,014		51		1,359,262			52		2650	Investment loan balance using the equity method				184	-	-		-
method												Total Non-current liabilities				18,722	1	20,478		1
Property,plant and equipment		114,121		4			117,184			4		Total liabilities			1,300,940		47	1,160,791		43
The right to use assets		-		-			2,114		-			`Equity:`
Deferred income tax assets		10,526		-			9,348		-		3100	Common stock				967,244	35	982,244		37
Prepayments for equipment		794		-			658		-		3200	Capital surplus				205,611	7	236,552		9
Refundable deposits		17		-			268		-			Retained earnings：
Long-term Receiable		10,916		-			-		-		3310	Legal reserve				324,973	12	322,369		12
Total non-current assets		1,521,388		55		1,488,834				56	3320	Special reserve				60,721	2	36,605		2
											3350	Unappropriated retained earnings				20,003	1	26,720		1
																405,697	15	385,694		15
												Other equity：
											3410	Financial statement translation differences for foreign			(112,020)		(4)	(112,041)		(4)
												operations
												Total equity			1,466,532		53	1,492,449		57
Total assets	$	2,767,472		100		2,653,240			100			Total liabilities and stockholders’ equity		$	2,767,472		100	2,653,240		100

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 31,2020 and 2019

(expressed in thousands of New Taiwan dollars)

2020	% 100 89	2019	% 100 88
Amount $ 2,514,209 2,241,256		Amount 2,813,424 2,464,650
272,953	11	348,774	12
35,156 96,442 76,434 50	1 4 3 -	67,830 99,453 88,617 (2,177)	2 4 3 -
208,082	8	253,723	9
64,871	3	95,051	3
3,407 - 24,937 (256) (61,639)	- - 1 - (3)	5,576 1,358 (50,318) (69) (18,258)	- - (2) - -
(33,551)	(2)	(61,711)	(2)
31,320 8,845	1 -	33,340 7,303	1 -
22,475	1	26,037	1
(224) -	- -	227 -	- -
(224)	-	227	-
21 - -	- - -	(46,997) (1,109) -	(2) - -

See accompanying notes to the parent company only financial reports

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reclassified 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	21 - (48,106) (2)
	(203) - (47,879) (2)
	$ 22,272 1 (21,842) (1)
	$ 0.23 0.27
	$ 0.23 0.26

See accompanying notes to the parent company only financial reports

21 -

POWERTECH INDUSTRIAL CO., LTD

Statements of Changes in Equity

For the years ended December 31,2020 and 2019

(Expressed in Thousand of New Taiwan Dollars)

Capital	Capital	Capital Surplus			Retained	Retained	Earnings	Total	Financial Statement Translation Differences for Foreign Operations (63,935)	Financial Statement Translation Differences for Foreign Operations (63,935)
Common Share			Legal Reserve		Special Reserve		Unappropriated Retaied Earnings
$		276,981		312,453		24,911		415,418
							78,054 26,037 227 26,264 (9,916) (11,694) (55,988) - - 26,720 22,475 (224) 22,251 (2,604) (24,116) - - (2,248) - 20,003
										(63,935)
	- -	- -		- -		- -		26,037 227		- (48,106)
	-	-		-		-		26,264		(48,106)
	- - - - - 982,244 - - - - - - - (15,000) - 967,24 4	- - - (42,236) 1,807 236,552 - -		9,916 - - - -		- 11,694 - - -		- - (55,988) - - 385,694 22,475 (224)	-	- - - - - (112,041) - 21
$				322,369 - -		36,605 - -
		-		-		-		22,251		21
		- - (26,521) - (2,613) (1,807) 205,611		2,604 - - - - - 324,973		- 24,116 - - - - 60,721		- - - (2,248) - 405,697		- - - (19,861) 19,861 - (112,020)

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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, 2020 and 2019

(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 Measure the net benefit of financial assets and liabilities at fair value through profit and loss Interest expenses Interest income Dividend income Share of losses of subsidiaries, affiliates and joint ventures recognized using the equity method Disposal and scrapping of real property, plant and equipment losses Disposal of investment interests Financial asset impairment loss Unrealized foreign currency exchange loss (profit) Total income and expense items Changes in assets/liabilities related to business activities: Decrease (increase) in the flow of financial assets measured at fair value through profit and loss Decrease (increase) in notes receivable (Increase) decrease in accounts receivable Accounts receivable-decrease in related parties (increase) (Increase) decrease in other receivables Inventory reduction Decrease in prepayments Total net changes in assets related to business activities Decrease in the flow of financial liabilities measured at fair value through profit and loss Increase (decrease) in contract liabilities Increase (decrease) in accounts payable Accounts payable-increase (decrease) in related parties (Decrease) increase in other payables Other payables-related parties (decrease) increase Increase (decrease) in other current liabilities Decrease in net defined benefit liabilities Total net changes in liabilities related to operating activities Total net changes in assets and liabilities related to business activities Total adjustment items Cash (outflow) inflow from operations Interest income Dividend income Interest paid Income tax paid Cash flows from investing activities： Obtain investment measured by equity method Acquired real estate, plant and equipment Decrease deposit margin Increase in other receivables Increase in prepaid equipment Net cash outflow from investing activities Cash flow from financing activities: Increase in short-term borrowings Lease principal repayment Cash dividends Treasury stock buyback cost		2020 $ 31,320 9,841 50 - 256 (3,047) - 61,639 273 (1,225) 11,277 9,930		2019 33,340 10,173 (2,177) (2,783) 69 (5,575) (1,358) 18,258 - - 2,783 (9,030)

		88,634		10,359
		(10,237) 881 (192,083) 647 (5,515) - (34,885)		(1,261) (61) 253,734 (657) 7,827 144 (4,037)
		(241,192)		255,689
		- 5,000 11,756 131,888 (38,870) (90,861) 4,212 (1,331)		(13) (15,520) (8,259) (62,378) 14,809 86,361 (8,756) (1,302)
		21,794		4,942
		(219,398)		260,631
		(130,764)		270,990
		(99,444) 3,565 - (256) (507)		304,330 5,380 1,358 (69) (15,785)
		(96,642)		295,214
		(88,265) (5,420) 251 (8,694) (660)		(15,737) (5,182) 50 - (62)
		(102,788)		(20,931)
		142,400 (1,133) - (19,861)		- (1,275) (55,988) -

(See accompanying notes to the consolidated financial statements)

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Cash dividend from capital reserve Net cash inflow (outflow) from financing activities The impact of exchange rate changes on cash and cash equivalents Increase in current cash and cash equivalents (decrease) Cash and cash equivalents at begging of year Cash and cash equivalents at end of year	(26,521) 94,885 (3,983) (108,528) 562,322 $ 453,794		(42,236)
			(99,499)
			(12,075) 162,709 399,613
		$	562,322

(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, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars)

			December 31,	December 31,	December 31,	December 31,			Decembe 31,	Decembe 31,			December 31,
			2020		2019				2020				2019
	Assets		Amount	％	Amount	％		Liabilities and equity		Amount	％		Amount	％
	Current assets：							Current liabilities：
1100	Cash and cash equivalents	$	909,475	37	960,611	44	2120	Financial liabilities measured at fair value through profit or loss - current		$142,400		6	-	-
1110	Financial assets measured at fair value through profit or loss - Liquidity		61,415	2	61,531	3	2170	Accounts payable		454,319	18		322,327	15
1150	Notes receivable,net		1,079	-	1,980	-	2200	Other payables		175,331		7	189,193		7
1170	Accounts receivable,net		703,626	29	523,079	24	2230	Current tax liabilities		18,671		1	15,272		1
1181	Accounts receivable-Related person		-	-	657	-	2130	Contract liabilities-current		50,946		2	46,150		2
1200	Other receivables		8,704	-	6,794	-	2280	Lease Liability-Current		22,956		1	32,989		2
130X	Investories		304,114	12	261,166	12	2399	Other current liabilities		57,188		2	60,503		3
1410	Prepayments		118,294	6	69,787	3		Total current liabilities		921,811	37		666,434	30
1476	Other financial assets-current		562	-	477	-		Non-current liabilities：
1479	Other current assets		4,818	-	5,894	-	2580	Lease liabilities-non current		55,239		2	15,862		1
	Total current assets		2,112,087	86	1,891,976	86	2640	Net defined benefit liabilities – non current		18,538		1	19,645		1
	Non-current assets：							Total non-current liabilities		73,777		3	35,507		2
1550	Investments accounted for using equity method		-	-	2,933	-		Total liabilities		995,588	40		701,941	32
1600	Property, plant and equipment		183,277	7	216,217	10		Equity attributable to shareholders of the parent：
1755	Right-of-use asset		87,635	4	48,270	2	3100	Common stock		967,244	39		982,244	45
1840	Deferred income tax assets		10,997	1	9,348	1	3200	Capital surplus		205,611		8	236,552	11
1915	Prepayments for equipment		46,527	2	20,117	1		Retained earnings：
1920	Refundable deposits		9,174	-	1,706	-	3310	Legal reserve		324,973	14		322,369	15
1930	Long-term receivables		10,916	-	-	-	3320	Special reserve		60,721		2	36,605		1
1990	Other non-current assets		1,507	-	3,823	-	3350	Unappropriated retained earnings		20,003		1	26,720		1
	Total non-current assets		350,033	14	302,414	14				405,697	17		385,694	17
								Other equity：
							3410	Financial statement translation differences for foreign operations		(112,020)	(4)		(112,041)	(5)
								Total equity		1,466,532	60		1,492,449	68
	Total assets	$	2,462,120	100	2,194,390	100		Total liabilities and equity	$	2,462,120	100		2,194,390	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 31,2020 and 2019 (Expressed in Thousands of New Taiwan Dollars

2020	％ 100 84	2019	％ 100 82 18 4 6 5 - 15 3 - - (2) - - (2) 1 - 1
Amount $ 2,511,738 2,107,509		Amount 2,811,304 2,305,320
404,229	16	505,984
67,011 183,716 112,823 50	3 7 4 -	110,803 169,186 121,357 (1,946)
363,600	14	399,400
40,629	2	106,584
8,132 - 6,317 (2,860) (3,093)	- - - - -	13,404 1,358 (49,852) (3,184) (11,256)
8,496	-	(49,530)
49,125 8,632	2 -	57,054 9,865
40,493	2	47,189
(18,018)	(1)	(21,152)	-
22,475	1	26,037	1
(224 ) - - -		227 -	- -
(224) -		227	-

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

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8361 Exchange differences on translation 8370 Use equity method to recognize the share of other comprehensive profit and loss of related companies 8399 Income tax relating to items that may be reclassified 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 Continuing business unit 9710 Basic earnings per share 9810 Diluted earnings per share	21 - - - - - 21 - (203) - $ 22,272 (1)	(46,997) (2) (1,109) - - - (48,106) (2) (47,879) (2) (21,842) (1)
	$ 0.23	0.27 0.26 0.48 0.48
	$ 0.23
	$ 0.42
	$ 0.42

(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, 2020 and 2019 (Expressed in Thousands of New Taiwan Dollars)

Unit: in thousand NT

Equity Attributable to Shareholders of the parent

Capital	Capital Surplus		Retained	Earnings	Total 415,418	Financial Statement Translation Differences for Foreign Operations	Treasury stocks
Common Share		Legal Reserve	Special Reserve	Unappropriate d Retaied Earnings
$ 982,244	276,981	312,453	24,911				-
				78,054 26,037 227 26,264 (9,916) (11,694) (55,988) - - 26,720 22,475 (224) 22,251 (2,604) (24,116) - - (2,248) -		(63,935)
- -	- -	- -	- -		26,037 227	- (48,106)	- -
-	-	-	-		26,264	(48,106)	-
- - - - - - - (42,236) - 1,807		9,916 - - - -	- 11,694 - - -		- - (55,988) - -	- - - - -	- - - - -
982,244 236,552 - - - - - - - - - - - (26,521) - - (15,000) (2,613) - (1,807)		322,369 - - - 2,604 - - - - -	36,605 - - - - 24,116 - - - -		385,694 22,475 (224) 22,251 - - - - (2,248) -	(112,041) - 21 21 - - - - - -	- - - - - - - (19,861) 19,861 -

(See accompanying notes to the consolidated financial statements)

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Balance at December 31,2020

$ 967,244 205,611 324,973 60,721 20,003 405,697 (112,020) -

1,466,532

(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 31,2020 and 2019

(Expressed in Thousands of New Taiwan Dollars)

2020 $ 49,125 (18,018)	2019 57,054 (21,152)	2019 57,054 (21,152)
31,107 84,683 1,410 50 - 2,860 (8,141) - 3,093 607 (1,225) 11,277 3,164 37,039	35,902 86,686 3,496 (1,946) (2,783) 3,184 (13,443) (1,358) 11,256 729 - 2,783 - (18,256)
134,817		_70,348
(10,664) 901 (215,124) 657 (4,695) (42,948) (48,507) (1,816)		(1,261) (81) 274,123 (657) 5,934 88,436 28,858 2,488
(322,196)		397,840
- 4,796 132,541 (12,867) (3,315) (1,331)	(13) (8,257) (170,773) 28,482 (19,913) (1,302)
119,824	(171,776)
(202,372)	226,064
(67,555)	296,412
(36,448) 8,056 - (2,860) (4,156)	332,314 13,406 1,358 (3,184) (20,860)
(35,408)	323,034
(11,253) 2,859 (7,468) (8,694) (8,847) 906 (38,272)	(23,150) 288 1,876 - - (3,185) (9,451)

(See accompanying notes to the consolidated financial statements)

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Net cash outflow in investing activities Cash flow from financing activities： Net increase in short-term borrowings Lease principal repayment Cash dividends Cash distribution from capital surplus Treasury stock buyback cost Net cash inflow (outflow) from financing activities Effect of exchange rate changes on cash and cash equivalents Increase(decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year	(70,769) (33,622)
	142,400 - (37,305) (32,639) - (55,988) (26,521) (42,236) (19,861) - 58,713 (130,863) (3,672) (14,027) (51,136) 144,522 960,611 816,089 $ 909,475 960,611

Net cash outflow in investing activities
Cash flow from financing activities：
Net increase in short-term borrowings
Lease principal repayment
Cash dividends
Cash distribution from capital surplus
Treasury stock buyback cost
Net cash inflow (outflow) from financing activities
Effect of exchange rate changes on cash and cash equivalents
Increase(decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year

(70,769)
(33,622)

142,400
-
(37,305)
(32,639)
-
(55,988)
(26,521)
(42,236)
(19,861)
-
58,713
(130,863)
(3,672)
(14,027)
(51,136)
144,522
960,611
816,089
$
909,475
960,611

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Attachment 4

Comparison Table Before and After Amendment to “Rules for the election of directors and supervisors”

2021.6.10 expected revision

	After amendment	Before amendment	Reason
Rule Name	Rules for the election of directors and supervisors	Rules for the election of directors	Cooperate with the revision of regulations
Article 1	The election of the company's directors shall be handled in accordance with these regulations.	The election of the company's directors and supervisors shall be handled in accordance with these regulations.	Cooperate with the revised text
Article 2	When the shareholders’ meeting elects directors, unless otherwise stipulated by the Company Law, a cumulative voting system is adopted, that is, each share has the same voting rights as the number of directors to be elected. One person can be elected collectively, or several people can be elected, and the votes obtained represent the right to vote. Those who have more are elected as directors.	When the shareholders’ meeting elects directors, unless otherwise stipulated by the Company Law, the cumulative voting system is adopted, that is, each share has the same voting rights as the number of directors to be elected. One person can be elected collectively, or a number of people can be elected, and the votes obtained represent the right to vote. More people are elected as directors, and the same applies when selecting supervisors.	Adjust the text.
Article 4	The directors of the company are elected by the shareholders’ meeting on the list of candidates, and in accordance with the number of candidates stipulated in the company’s articles of association, according to the results of the ballot statistics, the votes obtained shall represent the majority of voting rights, and shall be elected as directors or independent directors respectively, if any When two or more people have the same weight and exceed the prescribed quota, the ballots obtained represent the same number of votes for the decision. Those who are not present will be drawn by the chairman. If the elected directors are checked and confirmed that theirpersonal	The directors and supervisors of the company are elected by the shareholders’ meeting of capable persons, and according to the number of persons stipulated in the company’s articles of association, and according to the results of the voting ballot statistics, the votes obtained shall represent those with a greater number of voting rights, and shall be elected as directors and supervisors respectively. Or independent directors or supervisors, if there are two or more people with the same weight and more than the prescribed number, the ballots obtained represent the same number of votes for the decision, and those who do not attend will be drawn bythe chairman on their behalf.	Adjust the text.

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	information is inconsistent or incompetent in accordance with relevant laws and regulations, their election will be invalid. The votes of directors shall be voted separately based on the election of independent directors and non-independent directors.	Those who are elected as directors and supervisors in accordance with the preceding paragraph shall decide on their own to serve as directors or supervisors, or if the elected directors or supervisors have been checked and confirmed that their personal information is inconsistent or incompetent in accordance with relevant laws and regulations, their election shall be invalid. The votes of directors shall be voted separately based on the election of independent directors and non-independent directors.
Article 5	The convener of the shareholders meeting shall prepare an election ballot equal to the number of directors to be elected, and fill in the number of weights, and distribute the names of the shareholders attending the shareholders meeting. The voter's name can be replaced by the attendance certificate number printed on the election ballot.	The voting ballots are prepared and issued by the board of directors, and each ballot contains the voting rights of each shareholder.	Adjust provisions in accordance with regulations.
Article 6	The company may print the candidate's account number (or ID number) and account name directly on the ballot for shareholders to check. Only shareholders who exercise their right to vote by electronic voting are not limited to this.	If the elect is a shareholder, the elector must fill in the name of the electee in the "elected person" column of the ballot, and may add the shareholder account number; if it is not a shareholder, fill in the name and identity of the electee The uniform number of the certificate. However, when a government or legal person shareholder is an elected person, the name of the government or legal person shall be filled in the account of the electee in the ballot, and the name of the government or legal person and its representative may also be filled in. When there are several representatives, The name of the representative should be added separately.	Adjust provisions in accordance with regulations.

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Article 7		Election ballots are invalid if one of the following conditions exists: (1) Those who do not use the voting votes specified in Article 5 of these Measures. (2) Those who put blank ballots into the ballot box. (3) Election votes that have not been put in the ballot box. (4) In addition to filling in the list of "candidates"compiled by our company, inserting other words. (5) The handwriting is fuzzy, unrecognizable or altered. (6) The number of electees filled in exceeds the required number of electors. (7) The total number of voting rights allocated is more than the number of electors held. (8) The same ballot is filled with two or more electees.	Election ballots are invalid if one of the following conditions exists: (1) Those who do not use the voting votes specified in Article 5 of these Measures. (2) Those who put blank ballots into the ballot box. (3) In addition to filling in the account name (name) of the electee, the shareholder account number (identity card uniform number), and the number of voting rights allocated, other words are inserted. (4) The handwriting is fuzzy, unrecognizable or altered. (5) The name of the filled-in electe is not consistent with that listed in the shareholder register; if the filled-in electe is not a shareholder, the name and the uniform number of the ID card are not consistent after verification. (6) The name of the electee filled in is the same as the names of other shareholders, but the shareholder account number or the uniform number of the ID card is not filled in to be identifiable. (7) The same ballot is filled with two or more electees.	Adjust provisions in accordance with regulations.
Article 8		Ballots will be opened on the spot after the voting is completed, and the result of the balloting shall be announced on the spot by the chairman, including the list of directors elected and the number of elected powers.	The election ballots for directors and supervisors are each set up with a ballot cabinet and divided into two groups for voting.	Adjust provisions in accordance with regulations.

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Article 9	The elected directors shall be notified by the company and filled out the "Agreement for Appointment" before registration and appointment according to law.	After all the ballots are put into the counter, the scrutineer and the teller will open the ballot counter together.	Adjust provisions in accordance with regulations.
Article 10	Matters not stipulated in these Measures shall be handled in accordance with the Company Law, the Articles of Association of the Company and relevant laws and regulations.	The counting of votes was monitored by the scrutineers.	Sequentially adjusted in line with the terms
Aritcle 11	This method will be implemented after being approved by the shareholders' meeting, and the same applies for amendments. These measures are set on October 25th, 2002. The first revision was on June 15, 2007. The second revision was on May 30, 2011. The third revision was on June 10, 2021	When the ballots are in doubt, the scrutineer shall first verify whether the ballots are invalid. The invalid ballots shall be placed separately, and the number of votes and voting rights shall be counted in the record sheet.	Sequentially adjusted in line with the terms
Aritcle 12	Deleted	After the result of the balloting, the scrutineer checks the sum of valid votes and invalid votes, then fills in the record sheet for the valid votes and the number of invalid votes and voting rights, and then the chairman announces the name of the elected person and shareholders Account number(identitycard number).	Same as Article 8
Aritcle 13	Deleted	The elected directors and supervisors shall be notified by the company's separate letter and filled out the "Consent to Appointment", then they shall be registered and appointed in accordance with the law.	Same as Article 9

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Aritcle 14	Deleted	Matters not stipulated in these Measures shall be handled in accordance with the Company Law, the Articles of Association of the Company and relevant laws and regulations.	Same as Article 10
Aritcle 15	Deleted	This method will be implemented after being approved by the shareholders' meeting, and the same applies for amendments. These measures are set on October 25, 2002. The first revision was on June 15, 2007. The second revision was on May 30, 2011.	Same as Article 11

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Appendix 1

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

2020.06.10 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 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

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the attendance of more than two thirds of the shareholders issued. 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 company's stocks are registered by name, signed or stamped by the 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. 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. 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. 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

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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 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. 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

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.

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 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. 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 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

- 39 -

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 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.

- 40 -

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 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 The 17th amendment was made on June 10 ,2020

POWERTECH INDUSTRIAL CO.,LTD.

CHAIRMAN& PRESIDENT

JONIE CHOU

- 41 -

APPENDIX 2 Rules for the election of directors and supervisors

Passed by the General Shareholders Meeting on May 30, 2011

The election of the company's directors and supervisors shall be handled in accordance with these regulations.
When the shareholders’ meeting elects directors, unless otherwise stipulated by the Company Law, the cumulative voting system is adopted, that is, each share has the same voting rights as the number of directors to be elected. One person can be elected collectively, or a number of people can be elected, and the votes obtained represent the right to vote. More people are elected as directors, and the same applies when selecting supervisors.
At the beginning of the election, the chairman will appoint a number of scrutineers and tellers to perform various related tasks.
The directors and supervisors of the company are elected by the shareholders’ meeting of capable persons, and according to the number of persons stipulated in the company’s articles of association, and according to the results of the voting ballot statistics, the votes obtained shall represent those with a greater number of voting rights, and shall be elected as directors and supervisors respectively. Or independent directors or supervisors, if there are two or more people with the same weight and more than the prescribed number, the ballots obtained represent the same number of votes for the decision, and those who do not attend will be drawn by the chairman on their behalf.
Those who are elected as directors and supervisors in accordance with the preceding paragraph shall decide on their own to serve as directors or supervisors, or if the elected directors or supervisors have been checked and confirmed that their personal information is inconsistent or incompetent in accordance with relevant laws and regulations, their election shall be invalid.
The votes of directors shall be voted separately based on the election of independent directors and non-independent directors.
The voting ballots are prepared and issued by the board of directors, and each ballot contains the voting rights of each shareholder.
If the elect is a shareholder, the elector must fill in the name of the electee in the "elected person" column of the ballot, and may add the shareholder account number; if it is not a shareholder, fill in the name and identity of the electee The uniform number of the certificate. However, when a government or legal person shareholder is an elected person, the name of the government or legal person shall be filled in the account of the electee in the ballot, and the name of the government or legal person and its representative may also

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be filled in. When there are several representatives, The name of the representative should be added separately.

Election ballots are invalid if one of the following conditions exists:
(1) Those who do not use the voting votes specified in Article 5 of these Measures.
(2) Those who put blank ballots into the ballot box.

(3) In addition to filling in the account name (name) of the electee, the shareholder account number (identity card uniform number), and the number of voting rights allocated, other words are inserted.

(4) The handwriting is fuzzy, unrecognizable or altered.

(5) The name of the filled-in electe is not consistent with that listed in the shareholder register; if the filled-in electe is not a shareholder, the name and the uniform number of the ID card are not consistent after verification.

(6) The name of the electee filled in is the same as the names of other shareholders, but the shareholder account number or the uniform number of the ID card is not filled in to be identifiable.

(7) The same ballot is filled with two or more electees.

The election ballots for directors and supervisors are each set up with a ballot cabinet and divided into two groups for voting.
After all the ballots are put into the counter, the scrutineer and the teller will open the ballot counter together.
The counting of votes was monitored by the scrutineers.
When the ballots are in doubt, the scrutineer shall first verify whether the ballots are invalid. The invalid ballots shall be placed separately, and the number of votes and voting rights shall be counted in the record sheet.
After the result of the balloting, the scrutineer checks the sum of valid votes and invalid votes, then fills in the record sheet for the valid votes and the number of invalid votes and voting rights, and then the chairman announces the name of the elected person and shareholders Account number (identity card number).
The elected directors and supervisors shall be notified by the company's separate letter and filled out the "Consent to Appointment", then they shall be registered and appointed in accordance with the law.
Matters not stipulated in these Measures shall be handled in accordance with the Company Law, the Articles of Association of the Company and relevant laws and regulations.
This method will be implemented after being approved by the shareholders' meeting, and the same applies for amendments.

These measures are set on October 25, 2002.

The first revision was on June 15, 2007.

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The second revision was on May 30, 2011.

APPENDIX 3 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

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of shares to be issued, the chairman may declare a postponement of the meeting. The 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:

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a. When the Chairman is consulted and all the participants are not dissenting, they shall be 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 4 Shareholding of Directors and Supervisors

POWERTECH INDUSTRIAL CO.,LTD.

Shareholding of Directors and Supervisors

Book closure date: April 12, 2021

			Book closure date: April 12, 2021	Book closure date: April 12, 2021
Position	Name	Date elected	Current shareholding
			Shares	Shareholding ratio%
Chairman	Jonie Chou	6.10, 2019	7,100,455	7.34
Director	Michael Tian-Shyug Lee		1,336,458	1.38
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			8,720,054	9.02
Supervisor	Chin-Yang Chen	6.10 ,2019	1,578,823	1.63
Supervisor	LIuyifeng Investment		1,214,000	1.26
Total Shares of Supervisors			2,792,823	2.89

Note 1. The minimum required total shareholding of all directors by law: 7,737,956 shares The minimum required total shareholding of all supervisors by law: 773,795 shares

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Appendix 5 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 2021 Annual General Shareholders Meeting is from April 1, 2021 to April 12, 2021.
No proposals are raised by shareholders during the said accepting period.

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AI assistant

POWERTECH — AGM Information 2021

52310_rns_2021-08-05_2c5a698f-52d2-474f-8105-190538714550.pdf

POWERTECH INDUSTRIAL CO., LTD

2021 Annual General Shareholders’ Meeting Meeting Handbook

MEETING TIME: June 10, 2021 at 9:00 AM

Table of Contents

POWERTECH INDUSTRIAL CO., LTD.

2021 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 2021 Annual General Shareholders’ Meeting Agenda

I. Report the number of shares to attend

Management Presentation

No. 1

Proposal:

Explanatory Notes:

No. 2

Proposal:

Explanatory Notes:

No. 3

Proposed by the Board of Directors

Proposal:

Explanatory Notes:

Recognition

No. 1

Proposal:

Explanatory Notes:

Resolution:

No. 2

Proposal:

Explanatory Notes:

Resolution:

Discussion

No. 1

Proposal:

Explanatory Notes:

Resolution

No. 2

Proposal:

Explanatory Notes:

Resolution

Questions and Motions

Adjournment

Attachment 1 2020 Business Report

Operating Report of 2020

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

Accouting Office: Kevin Kuo

Attachment 2 Supervisors’ Review Report for the year 2020 Financial Statements

SUPERVISORS’ REVIEW REPORT

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

POWERTECH INDUSTRIAL CO., LTD.

Balance Sheets

December 31,2020 and 2019

(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 31,2020 and 2019

(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

For the years ended December 31,2020 and 2019

(Expressed in Thousand of New Taiwan Dollars)

(English Translation of Financial Report Originally Issued in Chinese)

POWERTECH AGM Information 2021