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PT TECH. AGM Information 2021

Aug 18, 2021

52335_rns_2021-08-18_85fec8a6-f403-4eee-af78-b94a8e31e2c8.pdf

AGM Information

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Stock Code
3518

Paragon Technologies Co., Ltd.

Annual Shareholders' Meeting 2021

Meeting Handbook

Date: June 16, 2021

Place: No. 68, Wen 21st St., Guishan Dist., Taoyuan City 333, Taiwan (R.O.C.) (Coral Hall, 3rd Floor, Fullon Hotel Linkou)

0

Table of Contents

Table of Contents
Chapter 1. Meeting Procedures ······································· 2
Chapter 2. Meeting Agenda············································ 3
Chapter 3. Report Items ················································ 4
Chapter 4. Proposals Items……………………………………… 5
Chapter 5. Discussions Items…………………………………… 6
Chapter 6. Election Items……………………………………….. 7
Chapter 7. Other Matters ··············································· 11
Chapter 8. Extempore Motions ······································· 11
Chapter 9. Attachments ················································
I. 2020 Business Report ····································· 12
II. Audit Committee's Review Report on the 2020
Financial Statements ······································ 14
III. 2020 Status Report on Endorsements and Guarantees 15
IV. Independent Auditor's Report and 2020 Financial
Statements ·················································· 16
V. Contrast Table for the Amended Articles of the
"Operational Procedures for Loaning of Funds to
Others" 35
VI. Procedures Governing Loaning of Funds (Before
Amendment) 38
VII. Articles of Incorporation ································· 44
VIII. Procedures for the Election of Directors ··············· 49
IX. Rules of Procedure for Shareholders' Meetings ······· 51
X. Shareholding Status of Directors ························ 56

1

2021 Annual Shareholders' Meeting of Paragon Technologies Co., Ltd.

Meeting Procedures

  • I. Call the Meeting to Order

  • II. Chair's Remarks

  • III. Report Items

  • IV. Proposals Items

  • V. Discussions Items

  • VI. Election Items

  • VII. Other Matters

  • VIII. Extempore Motions

  • IX. Adjournment

2

2021 Annual Shareholders' Meeting of Paragon Technologies Co., Ltd.

Meeting Agenda

Time: 9:00 a.m., Wednesday, June 16, 2021

  • Place: No. 68, Wen 21st St., Guishan Dist., Taoyuan City 333, Taiwan (R.O.C.) (Coral Hall, 3rd Floor, Fullon Hotel Linkou)

  • I. Call the Meeting to Order (Number of shares reported on attendance)

  • II. Chair's Remarks

  • III. Report Items

  • (I) 2020 Business Report

  • (II) Audit Committee's Review Report of 2020 Financial Statements.

  • (III) 2020 Status Report on Endorsements and Guarantees

  • (IV) Implementation Report on Treasury Stock Buyback

  • IV. Proposals Items

  • (I) 2020 Business Report and Financial Statements

  • (II) Deficit Compensation Proposal

  • V. Discussion Items

Amendment to the Operational Procedures for Loaning of Company Funds

  • VI. Election Matters

Re-elect the Director of the company

  • VII. Other Matters

Proposal to release the newly elected directors and the representatives from non-competition restrictions

VIII. Extempore Motions

  • IX. Adjournment

3

Report Items

  • I. 2020 Business Report.

Explanation: 2020 Business Report (Please refer to #page 12-13# of the handbook).

  • II. Audit Committee's Review Report on the 2020 Financial Statements.

Explanation: Audit Committee's Review Report (Please refer to #page 14# of the handbook).

III. 2020 Status Report on Endorsements and Guarantees for Examination

Explanation: The Company's status of endorsements and guarantees by December 31, 2020. (Please refer to #page 15# of the handbook).

  • IV. Implementation Report on Treasury Stock Buyback for Examination

  • Explanation: 1. The buyback was conducted pursuant to "Regulations Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies" issued by the Financial Supervisory Commission.

  • The Company's implementation report on shares buyback is as follows:


Issue of Buyback
The Seventh Time
Purpose of the Buyback
Shares Transferred to Employees
Buyback Period
106.5.16~106.7.10
Buyback Range Price
NT$13.37 to NT$31.74
Type and Number of Buyback Shares
1,610,000 shares
Amount of Buyback Shares
NT$34,650,781
Ratio of quantity repurchased to scheduled quantity of
repurchase
53.67%
Number of Cancelled and Transferred Shares
0
Cumulative Number of the Company's Shares
1,610,000 shares
Ratio of Cumulative Number of the Company's Shares
of the Total Issued Shares(%)
1.99%

Issue of Buyback
The Seventh Time
Purpose of the Buyback
Shares Transferred to Employees
Buyback Period
106.5.16~106.7.10
Buyback Range Price
NT$13.37 to NT$31.74
Type and Number of Buyback Shares
1,610,000 shares
Amount of Buyback Shares
NT$34,650,781
Ratio of quantity repurchased to scheduled quantity of
repurchase
53.67%
Number of Cancelled and Transferred Shares
0
Cumulative Number of the Company's Shares
1,610,000 shares
Ratio of Cumulative Number of the Company's Shares
of the Total Issued Shares(%)
1.99%
Issue of Buyback The Seventh Time
Purpose of the Buyback Shares Transferred to Employees
Buyback Period 106.5.16~106.7.10
Buyback Range Price NT$13.37 to NT$31.74
Type and Number of Buyback Shares 1,610,000 shares
Amount of Buyback Shares NT$34,650,781
Ratio of quantity repurchased to scheduled quantity of
repurchase
53.67%
Number of Cancelled and Transferred Shares 0
Cumulative Number of the Company's Shares 1,610,000 shares
Ratio of Cumulative Number of the Company's Shares
of the Total Issued Shares(%)
1.99%

4

Proposals Items

Case 1: (Proposed by the Board)

Ratification of the 2020 Business Report and Financial Statements (submitted by the Board of Directors)

  • Explanation: 1. The Company's 2020 financial statements were audited by CPA, Chih Jui Chuan and Chen Hui Ming, of Deloitte Touche Tohmatsu Limited and unqualified opinion audit report was provided.

  • The above-mentioned financial statements along with business reports were audited by Audit Committee and resolved and approved by the Board are attached as #page 12-13# and #page16-34# of the handbook.

Resolution:

Case 2: (Proposed by the Board of Directors)

  • Ratification of 2020 the Company's Deficit Compensation Proposal (submitted by the Board of Directors)

  • Explanation: 1. The Company's accumulated loss at the beginning of the period was NT$0. After deducting the net loss after tax of NT$55,939,123 in 2020 and the increase of amount of retained earnings due to the addition of the actuarial losses and gains of NT$294,614, the accumulated loss to be compensated is NT$55,644,509. Additional paid-in capital - stock premium

    • The Company intends to use the capital reserve-capital stock premium of NT$55,644,509 to compensate the loss, and the accumulated loss at the end of the period will be NT$0.
  • The Company's 2020 Deficit Compensation Statement is as follows:

Paragon Technology Co., Ltd.
Deficit Compensation Statement
2020
Unit: NTD
Items Amount
BeginningAccumulated Deficit 0
Minus: Net loss after tax in 2020 (55,939,123)
Plus: Adjustments of Actuarial Gains and Losses to Retained Earnings 294,614
2020 Net Loss AddingAdjusted Amount of Retained Earnings (55,644,509)
ClosingAccumulated Deficit Yet to Be Compensated (55,644,509)
Compensated Items:
Plus: Capital Reserve-Capital Stock Premium to Compensate for the Deficit 55,644,509
ClosingAccumulated Deficit 0

Chairman: Chen Tsai Pu Manager: Wang Hsiao Lung Accounting Supervisor: Liu Ming Yi

Resolution:

5

Discussions Items

Case 1: (Proposed by the Board)

Proposal: Amendment to Certain Articles of the Company's Operational Procedures for Loaning of Funds for Resolution

  • Explanation: 1. To meet the company's operational needs Table of Articles Before and After Amendments for Operational Procedures for Loaning of Company Funds to

Others is attached on #page 35-37# of the handbook..

  1. Articles Before Amendment for Operational Procedures for Loaning of Funds to Others is attached on #page 38-43# of the handbook.

Resolution:

6

Election Matters

(Proposed by Board of Directors)

Proposal of Re-election of the Directors for discussion.

  • Explanation: 1. The tenure of the current director will expire on June 20, 2021. The re-election shall be approached according to the laws at the Annual Shareholders' Meeting this time.

  • Nine Directors (including three Independent Directors) will be elected using a nomination system during the general re-elections in accordance with the Articles of Incorporation.

    • Shareholders shall elect Directors from the list of candidates.
  • The newly elected Directors will have a term of 3 years, starting from June 16, 2021 and ending on June 15, 2024. The tenure of the original director will expire at the end of the Annual Shareholders' Meeting this time.

  • This election is based on the Company's "Procedures for the Election of Directors." Professional qualifications and electing procedure

    • is based on "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies."
  • The name list of director (independent director included) candidates has already been reviewed and approved by the Board on March 23, 2021. Relevant information is as follows:

7

Category Name Education Background Experience Other Position Share Holdings
Cash surplus
(deficit)
Director Chen Zai Pu EMBA, National
Chengchi University
Deputy Chairman of Paragon
Technologies Co., Ltd.
General Manager of Paragon Technologies
Co., Ltd.
Deputy General Manager of Shing Chang
Plastics Co., Ltd
Chairman and Chief Investment Officer of
Paragon Technologies Co., Ltd.
Chairman of Marco Sight International Co.,
Ltd.
Chairman of Marco Sight Technology Limited.
Chairman of Leading Bridge Investment Ltd.
Chairman of Clear Smart Investments Limited
Paragon Technologies Co., Ltd.
Chairman of the Board
Essence International Investment Limited
Chairman of the Board
Leading Bridge Investment Limited
Chairman of the Board
Director of Bo Ting (Suzhou) Optoelectronics
Technology
Director of Paragon (Kunshan) Optoelectronics
Technology
Director of Bo Ting (Jiangsu) Optoelectronics
Technology
Director of Paragon (Neijiang) Optoelectronics
Technology
Director of Paragon (Chongqing)
Optoelectronics Technology
Director of Zhejiang Junsheng Optoelectronics
Technologies Company Limited
Director of Paragon Semiconductor Lighting
Technology
1,911,810
Director Wang Hsiao
Lung
Mechanical Engineering,
National Taipei University
of Technology
General Manager of Paragon Technologies
Co., Ltd.
Executive Vice President of Paragon
Technologies Co., Ltd.
Manager, Manufacturing Dept., Hon Hai
Precision Industry Co., Ltd.
Supervisor, Manufacturing Dept.,
Dragonjet Corporation
General Manager of Ang Ming Plastic
Corporation
Vice Chairman and General Manager of
Paragon Technologies Co., Ltd.
Chairman of Bo Ting (Suzhou)
Optoelectronics Technology
Chairman of Paragon (Kunshan)
Optoelectronics Technology
Chairman of Bo Ting (Jiangsu)
Optoelectronics Technology
Chairman of Paragon (Neijiang)
Optoelectronics Technology
1,028,053

8

Chairman of Paragon (Chongqing)
Optoelectronics Technology
Chairman of Zhejiang Junsheng
Optoelectronics Technologies Company
Limited
Director Lin Chi Yong Master's in Mechanical
Engineering, St. John's
University
Chairman of Stanley Electric Works Co.,
Ltd.
General Manager of Stanley Electric
Works Co.,Ltd.
Chairman of Stanley Electric Works Co., Ltd.
Chairman of Hopeful Trading Co., Ltd.
738,784
Director Chen Wan Te Chinese Professional and
Small Business Manager
Association Manager
Advanced Research
Course 12
Chairman of Huide Industry Co., Ltd. N/A 1,177,566
Director Kao Wen
Hsiang
Computer Information
Management, California
State University, Fullerton
Director of Taiwan Fluid Power
Association
Deputy Convener of International
Committee of Taiwan Fluid Power
Association
Deputy Convener of Taiwan Machinery
Industry Association
President, Rainbow Group, China
Business Cross-industry Exchange
Association
Managing Supervisor of Taiwan Fluid Power
Association
Chairman of Sunny Enterprises
Director of Sun Delta Enterprises Co., Ltd.
Director of Hi-Q Marine Biotech International
Ltd.
1,894,142
Director Wang Le
Qun
National Tsing Hua
University
Master of Industrial
Engineering
General Manager of Mizuki Management
Consulting Co., Ltd.
Director of Leads Bio Co., Ltd.
Director of EDOM Technology Co., Ltd
F-Director of Jinli Group Holdings Limited
Supervisor of Paragon Semiconductor Lighting
Technology
YLTLink Technology Corporation
Legal Representative Director
48,000
Independent
Director
Hsu Jui Tsan Master of Information
Technology Management,
University of Leicester,
U.K.
Senior Manager of Hon Hai Precision
Technology, Co., Ltd.
General Manager of Tension Steel
Industries Co., Ltd.
General Manager and Spokesman of Chi
ShengPharma & Biotech Co.,Ltd.
NA 0
Independent
Director
Liu Yi Cheng EMBA, National Chiao
Tung University
General Manager of Yulon Motor Co.,
Ltd.
General Manager of Yulon Nissan Motor
Co.,Ltd.
Legal Representative Director of Mecom
Industries Corp
0

9

General Manager of Hua-chuang
Automobile Information Technical Center
Co., Ltd.
President of Taiwan Transportation
Vehicle Manufacturers Association
Deputy Chairman of Hua-chuang
Automobile Information Technical Center
Co., Ltd.
General Manager of Yueki Industrial Co.,
Ltd.
General Manager of Y-Teks Co.,Ltd.
Independent
Director
Su Tsong
Min
MBA Curtin University
Australia
Special Assistant of Dongfeng Yulon
Motor Co., Ltd.
Assistant Vice President of Hua-chuang
Automobile Information Technical Center
Co., Ltd.
Procurement Manager of Yulon Nissan
Motor Co., Ltd.
Manager, Sales Services, Yulon Nissan
Motor Co., Ltd.
Assistant Manager/ Manager (Production
Department), Yulon Motor Co., Ltd.
Director, Manufacturing Department,
Yulon Motor Co.,Ltd.
NA 0

Election results:

10

Other Matters

(Proposed by Board of Directors)

Releasing the newly appointed directors and representatives from the Non-Competition Restrictions (Proposed by Board of Directors)

  • Explanation: 1. According to Article 209 of the Company Act, a director who does anything for him/herself or on behalf of another person that is within the scope of the Company's business,

    • shall explain in the shareholders' meeting the essential contents of such an act and secure its approval.
  • To request the shareholders' meeting to release the newly appointed Directors of the Company and their representatives

from non-compete restrictions as stipulated in the Company Act.

  1. It is proposed to release the prohibition on competition for newly appointed directors and representatives as follows:
Title Name Positions held concurrently in any other companies
Director Chen Zai Pu Chairman and Chief Investment Officer of Paragon Technologies Co., Ltd.
Chairman of Marco Sight International Co., Ltd.
Chairman of Marco Sight Technology Limited.
Chairman of Leading Bridge Investment Ltd.
Chairman of Clear Smart Investments Limited
Chairman of Paragon Technologies Co., Ltd.
Chairman of Essence International Investment Limited
Chairman of Leading Bridge Investment Limited
Director of Bo Ting (Suzhou) Optoelectronics Technology
Director of Paragon (Kunshan) Optoelectronics Technology
Director of Bo Ting (Jiangsu) Optoelectronics Technology
Director of Paragon (Neijiang) Optoelectronics Technology
Director of Paragon (Chongqing) Optoelectronics Technology
Director of Zhejiang Junsheng Optoelectronics Technologies Company Limited
Director of Paragon Semiconductor LightingTechnology
Director Wang Hsiao
Lung
Vice Chairman and General Manager of Paragon Technologies Co., Ltd.
Chairman of Bo Ting (Suzhou) Optoelectronics Technology
Chairman of Paragon (Kunshan) Optoelectronics Technology
Chairman of Bo Ting (Jiangsu) Optoelectronics Technology
Chairman of Paragon (Neijiang) Optoelectronics Technology
Chairman of Paragon (Chongqing) Optoelectronics Technology
Chairman of ZhejiangJunshengOptoelectronics Technologies CompanyLimited
Director Lin Chi
Yong
Chairman of Stanley Electric Works Co., Ltd.
Chairman of Hopeful TradingCo.,Ltd.
Director Kao Wen
Hsiang
Managing Supervisor of Taiwan Fluid Power Association
Chairman of Sunny Enterprises
Director of Sun Delta Enterprises Co., Ltd.
Director of Hi-QMarine Biotech International Ltd.
Director Wang Le
Qun
Director of Leads Bio Co., Ltd.
Director of EDOM Technology Co., Ltd
F-Director of Jinli Group Holdings Limited
Supervisor of Paragon Semiconductor Lighting Technology
Legal Representative Director YLTLink TechnologyCorporation
Independent
Director
Liu Yi
Cheng
Legal Representative Director of Mecom Industries Corp

Resolution:

Extempore Motions

Adjournment

11

Attachment 1

Business Report

In 2020, the global economy was deeply affected by COVID-19 epidemic, and the national blockade policy of various countries restricts people activities and international cross-border business. However, due to the stay-at-home economy arising from long-distance work and new lifestyle of home school, global market has a significant increase in demand for laptops. In 2020, the shipment of notebook computers for the whole year is estimated to be 200 million units, an increase of 20% compared to the previous year. In 2020, the Company's consolidated revenue still grew by 25.2% compared to the same period in 2019, and its consolidated net operating profit in 2020 is NT$10,297 thousand, an increase by NT$114,833 thousand compared to last year. Owing to the increase in interconnection rate and cost reduction of EMI products, the combined gross profit margin of the Company for the whole year of 2020 doubled to 33% compared to last year. Both in terms of revenue and operating performance, there have been very obvious improvements.

The report on the operations in 2020 is as follows:

The consolidated revenue of the Company for the year of 2020 is NT$684,5989 thousand; the net profit is NT$10,297 thousand; net loss after tax is NT$55,9401 thousand; shareholders' equity is NT$1,379,768 thousand, and the book value per share is NT$17.43. The operations of each department by 2020 are described as follows:

  • (1) The revenue of the EMI business is NT$669,996 thousand in 2020 and increased approximately 26.1% compared to the same period in 2019 due to the increase in market orders. The profit of EMI products in 2020 increased significantly owing to the increase in interconnection rate and cost reduction.

  • (2) The automotive wheel exterior business was affected more deeply by COVID-19 epidemic, as the timing of the development of new products in 2020 was delayed by foreign customers, and the after-sales market was affected by the end consumption of the city lock-down, the revenue of the product in 2020 was only slightly increased to NT$13,158 thousand compared to last year.

As for the notebook computer market, TrendForce's display research team reported that thanks to the stay-at-home economy arising from the pandemic, notebook computer shipments not only exceeded 200 million units for the first time, but also grew by a record high of 22.5% year-on-year in 2020. However, in comparison with strong demand for notebook after OEMs resumed operations in the second quarter of the last year, the global pandemic situation has worsened once again and countries around the world have implemented border controls and lockdowns. The research organization predicts that global notebook shipments are estimated to grow by 8.6% year-on-year to 217 million units in 2021. To meet the growing demand for orders from existing customers, the Company currently plans to increase its production capacity in the first half of 2021 to meet the growth demand for orders from existing customers. In addition, the new cosmetic technology of 3C products was first adopted by the customers in 2020 for the appearance of magnesium casing used for Chromebook. As the production schedule of new models for the customer is expected to increase the revenue of 3C appearance by quarter in 2021, it is expected that the new 3C cosmetic technology of the Company will be gradually introduced to more customers in the future, and it is expected that the product will bring significant growth for the Company's future.

In terms of rim cosmetic products which were affected by the impact of COVID-19 epidemic in 2020 and owing to many cities implemented lockdowns mainly in the North American after-sales (AM) markets that resulted in poor sales in the retail refitting market. Business activities also stagnated due to national isolation policy, which made the original plan of introducing new products delayed and unable to launch normally. Many important auto shows in 2020 were also changed to online show or suspension. As of now, international business activities have not fully resumed. It is hoped that with the popularization of vaccines, national borders can be gradually opened, and

12

normal international business activities can be resumed as soon as possible. Apart from strengthening its own technical capability, product capability, quality and cost ability to implement cost control, the Company will focus on consolidating the Group's resources to enhance the efficiency of idle assets and improve operational performance.

In terms of research and development, the Company adheres to the core values of "environmental protection, innovation and professional" and focuses on the development of environmentally-friendly materials, the improvement of coating technology and the integration of cosmetic manufacturing process. In the future, the Company will focus on the research and development of environmental-friendly appearance process technology and combining the innovative technology of function and cosmetic coating. In addition to emphasize the connection between products and market demand, the Company also increases future core competency through integrating front and back process and cooperating with different industries.

"Environmental Protection Processing. Unique Innovation. Aesthetically pleasing." is an inevitable trend of the techniques in cosmetic coating, and the way forward for Paragon Technologies Co., Ltd. On behalf of the Group, I would like to express our most sincere gratitude to all our shareholders for the long-term trust and support given, and it is our hope to continue to be trusted and supported by you.

Chairman: General Manager: Accounting Supervisor: Chen Zai Pu Wang Hsiao Long Liu Ming Yi

13

Attachment 2

Paragon Technology Co., Ltd.

Audit Committee's Review Report

The Board of Directors has prepared (1) the 2020 Consolidated and Individual Financial Statements of Paragon Technologies Co., Ltd. The CPA firm, Deloitte & Touche, was retained to audit the Financial Statements and has issued an audit report relating to the Financial Statements. (2) The Business Report and Deficit Compensation Proposal have been reviewed and determined to be correct and accurate by the Audit Committee members of Paragon Technologies Co., Ltd. According to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report.

To

The Company's 2021 Annual Shareholders' Meeting

Paragon Technologies Co., Ltd.

Convener of the Audit Committee: Chang Tzuh Sin

Dated: March 25, 2021

14

Attachment 3

Paragon Technologies Co., Ltd. and its Subsidiaries Endorsements and Guarantees Provided January 1 ~ December 31, 2020

No.
(Notes
1)

Endorsement/Gu
arantee Provider
Endorsed/Guaranteed Party Endorsed/Guaranteed Party To single entity
Endorsements/Guarantees
Quota (Notes 3)

Maximum Guarantee
Amount
Balance on Guarantee
Endorsements/Guarantees
- Ending
Balance on Guarantee
Amount Actually Drawn Secured with Collateral
Amount of
Endorsements/Guarantees

Ratio of Accumulated
Endorsements/Guarantees
to Net Equity per Latest
Financial Statements(%)

Endorsements/Guarantees
Limit of
Endorsements/Guarantees
(Notes 3)


Endorsements/Guarantees
Provided by the Parent
Company
Endorsements/Guarantees
Provided by A Subsidiary

Endorsements/Guarantees
Provided to Subsidiaries
in Mainland China
Notes
Company Name Relationship
(Notes 2)
0
0
2
2
3
Paragon
Technology Co.,
Ltd.
Paragon
Technology Co.,
Ltd.
Bo Ting
(Suzhou)
Optoelectronics
Technologies
Company
Limited
Bo Ting
(Suzhou)
Optoelectronics
Technologies
Company
Limited
Paragon
(Chongqing)
Optoelectronics
Technologies
Company
Limited
Macro Sight
International
Co., Ltd.
Paragon
(Neijiang)
Optoelectronics
Technologies
Company
Limited
Zhejiang
Junsheng
Optoelectronics
Technologies
Company
Limited
Bo Ting
(Jiangsu)
Optoelectronics
Technologies
Company
Limited
Paragon
(Neijiang)
Optoelectronics
Technologies
Company
Limited
(2)
(2)
(4)
(4)
(4)
$ 689,884
689,884
301,094
RMB 68,790
301,094
RMB 68,790
45,267
RMB 10,342
$ 194,777
USD 5,100 and
EUR 1,250
21,895
RMB 5,000
87,580
RMB 20,000
87,580
RMB 20,000
43,790
RMB 10,000
$ 189,023
USD 5,100
EUR 1,250
21,885
RMB 5,000
87,540
RMB 20,000
87,540
RMB 20,000
43,770
RMB 10,000
$ 67,851
-
70,032
RMB 16,000
80,975
RMB18,500
41,582
RMB 9,500
$ 8,755
-
87,540
RMB 20,000
87,540
RMB 20,000
43,770
RMB 10,000
13.70%
1.59%
6.34%
6.34%
3.17%
$ 689,884
689,884
301,094
RMB 68,790
301,094
RMB 68,790
45,267
RMB 10,342
Y
Y
N
N
N
N
N
N
N
N
N
Y
Y
Y
Y

Notes 1: explanations are as follows:

  • (1) For the issuer, fill in 0.

  • (2) Starting with number 1, investee companies are numbered and listed in ascending order.

Notes 2: Listed below are the 7 types of companies to which the Company may provide endorsements/guarantees:

  • (1) Companies with which the Company does business.

(2) Companies in which the Company directly and indirectly holds more than 50 percent of the voting shares.

(3) Companies that directly and indirectly holds more than 50 percent of the voting shares in the Company.

  • (4) Companies in which the Company holds, directly or indirectly, 90% or more of the voting shares.

  • (5) Companies in same type of business or providing mutual endorsements/guarantees in favor of each other in accordance with the contractual obligations in order to fulfill the needs of the construction project.

  • (6) Companies with all capital contributing shareholders making endorsements/guarantees for their jointly invested company in proportion to their shareholding percentages.

(7) Companies in the same industry provide among themselves joint and several security for a performance guarantee of a sales contract for pre-construction homes pursuant to the Consumer Protection Act for each other.

Notes 3: The total amount of endorsements/guarantees provided by the Company shall not exceed 50% of the Company's net worth as stated in its latest financial statements. The aggregate amount of endorsements/guarantees provided by the Company to any single entity shall not exceed 20% of the Company's net worth as stated in its latest financial statements; for overseas single affiliate, the threshold shall be 50%. As for endorsements/guarantees arising from business dealings with the entity, its amount shall not exceed the amount of either purchase or sales (whichever is greater) with the entity during the most recent year.

15

Attachment 4

Independent Auditor's Report

To Paragon Technologies Co., Ltd.,

Opinion

We have audited the Consolidated Balance Sheets of Paragon Technologies Co., Ltd. and its subsidiaries as of December 31, 2020 and 2019, the Consolidated Statements of Comprehensive Income, Consolidated Statements of Changes in Equity, Consolidated Statements of Cash Flows, and Notes to Consolidated Financial Statements (including the Summary of Significant Accounting Policies) for the annual period from January 1 to December 31, 2020 and 2019.

In our opinion, the aforementioned Consolidated Financial Statements present fairly, in all material respects, the consolidated financial position of Paragon Technologies Co., Ltd. as of December 31, 2020 and 2019, and its consolidated financial performance and consolidated cash flows for the annual periods ended December 31, 2020 and 2019 in conformity with the "Regulations Governing the Preparation of Financial Reports by Securities Issuers," as well as International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and effected by the Financial Supervisory Commission.

Basis for opinion

We conducted in accordance with the "Rules Governing Auditing and Certification of Financial Statements by Certified Public Accountants" and generally accepted auditing standards in 2020. And conducted in accordance with the "Rules Governing Auditing and Certification of Financial Statements by Certified Public Accountants," and No. 1090360805 Letter issued by the Financial Supervision and Administration Commission on February 25, 2020. and generally accepted auditing standards to implement the review work in 2019. Our responsibilities under those standards are further described in the "Auditors' Responsibilities for the Audit of the Consolidated Financial Statements" section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China ("The Norm"), and we have fulfilled our other ethical responsibilities in accordance with the Norm. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of 2020 consolidated financial statements of Paragon Technologies Co., Ltd. and its subsidiaries. These items have been covered in the verification process of the overall consolidated financial statements and the audit opinions; hence, we shall not express separate opinions on these items.

Key Audit Matters for the consolidated financial statements of Paragon Technologies Co., Ltd. and its subsidiaries for 2020 are stated as follows:

Authenticity of revenue generated by some specific customers

Key audit matters

Paragon Technologies Co., Ltd. and its subsidiaries are mainly engaged in the research, development, manufacturing, processing and trading of EMI, optoelectronics, optical film production, mechanical equipment, and components. In 2020, the company recognized operating income of NT$684,598 thousand, and based on the importance and auditing standards, the income recognition is preset as a significant risk that the accountant perceives whether the sales revenue recognized by Paragon Technology Co., Ltd. and its subsidiaries for some specific customers has occurred is a significant impact on the financial statements. Therefore, the authenticity of the sales

16

revenue for some specific customers is listed as the key audited issue of this year. For details of the revenue recognition policy, please refer to Notes 4 (13) of the consolidated financial statements.

Our major audit procedures executed on the key audit matter are as follows.

  1. Understanding and testing the design and implementation of internal controls over the revenue recognition of certain specific customers.

  2. Selecting samples based on the revenue breakdown of certain specific customers as mentioned above, reviewing the relevant supporting documents and testing the collection status to confirm the sales transactions have occurred.

  3. Reviewing whether any significant sales returns and allowances have occurred subsequent to the balance sheet date to confirm if there is any material misstatement of the revenue of certain specific sales customers.

Other Items

Paragon Technologies Co., Ltd. has also compiled Individual Financial Statements for 2020 and 2019, and they have also received an unqualified audit opinion from our CPA for your reference.

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

The responsibilities of the management are to prepare the consolidated financial statements that give a true and fair view in accordance with the "Regulations Governing the Preparation of Financial Reports by Securities Issuers" and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed by the Financial Supervisory Commission with effective dates, as well as to maintain necessary internal controls that enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the management is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so. Those charged with governance (including the Audit Committee) are responsible for overseeing the Group's financial reporting process.

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. There may still be material misstatements due to fraud or errors. If it could be reasonably anticipated that the misstated individual amounts or aggregated sums could have influence on the economic decisions made by the users of the consolidated financial statements, they shall be deemed as material.

As part of an audit in accordance with the Generally Accepted Auditing Standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We have also executed the following tasks:

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

17

  1. Obtain an understanding of internal controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal controls.

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

  3. Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we are of the opinion that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.

  4. Evaluate the overall presentation, structure and content of the consolidated financial statements (including relevant notes), and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  5. Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and execution of the group audit, and for forming the audit opinion.

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

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

From the matters communicated with those charged with governance, we determined the key audit matters of the consolidated financial statements of Paragon Technologies Co., Ltd. and its subsidiaries of 2020. We have described the these matters in our auditor's report unless law or regulation precludes public or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Deloitte Touche Tohmatsu CPA Chih Jui-Chuan CPA Chen Hui-Ming

Financial Supervisory Commission Approval Document No. FSC Approval No. 1060023872

Securities and Futures Bureau Approval Document No. Tai-Cai-Zheng-6 No. 0920123784

March 25, 2021

18

Paragon Technologies Co., Ltd. and its Subsidiaries

Consolidated Balance Sheets

December 31, 2020 and 2019

In Thousands of New Taiwan Dollars

Code


1100
1110
1150
1170
1200
1220
130X
1429
1470
11XX

1535
1550
1600
1755
1780
1840
1915
1920
1990
15XX
1XXX
Code

2100
2170
2200
2230
2250
2280
2320
2399
21XX

2540
2550
2580
2630
2640
2670
25XX
2XXX

3110
3200
3320
3350
3300
3400
3500
31XX
36XX

3XXX
Assets
Current Assets
Cash and cash equivalents (Notes 4, 6 and 31)
Financial assets at fair value through profit or loss (Notes 4, 7 and 31)
Notes receivable, net (Notes 4, 9, 23 and 31)
Accounts receivable, net (Notes 4, 9, 23 and 31)
Other receivables (Notes 4, 9 and 31)
Current income tax assets (Notes 4 and 25)
Inventories (Notes 4 and 10)
Prepayments (Notes 16)
Other current assets (Notes 16)
Total current assets
Non-current Assets
Financial assets at amortized cost - non-current (Notes 4, 8, 31 and 33)
Investments accounted for using equity method (Notes 4 and 12)
Real estate, plants, and equipment (Notes 4, 13 and 33)
Right-of-use asset (Notes 4 and 14)
Intangible Assets (Notes 4 and 15)
Deferred tax assets (Notes 4 and 25)
Prepayments (Notes 16)
Refundable deposits (Notes 15, 31, 33 and 34)
Other non-current assets (Notes 16)
Total non-current assets
Total
Liabilities and Equity
Current Liabilities
Bank loans (Notes4, 17, 31 and 33)
Accounts payable (Notes 18 and 31)
Other Accounts payable (Notes 19 and 31)
Current income tax liabilities (Notes 4 and 25)
Liabilities provision – current (Notes 4 and 20)
Lease liabilities - current (Notes 4, 14 and 31)
Current portion of long-term bank loans, (Notes 16, 17, 31 and 33)
Other current liabilities (Notes 19)
Total Current Liabilities
Non-current Liabilities
Long-term loans (notes 16, 17, 31 and 33)
Liabilities provision – non-current (Notes 4 and 20)
Lease liabilities - non-current (Notes 4, 14 and 31)
Long-term deferred income (Notes 19 and 28)
Net defined benefit liabilities - non-current (Notes 4 and 21)
Other non-current liabilities (Notes 19 and 31)
Total non-current liabilities
Total liabilities
Equity attributable to owners of the parent (Notes 4, 22 and 27)
Capital Stock
Ordinary capital stock
Capital surplus
Retained earnings
Special reserve
Unappropriated retained earnings
Total Retained Earnings
Others
Treasury stock
Equity attributable to shareholders of the parent
Non-controlling Interests
Total equity
Total Liabilities and Equity
December 31,2020
Amount
%
$ 673,153
31
7,441
-
2,278
-
434,891
20
25,104
1
90
-
9,987
-
13,752
1

1,099

-

1,167,795
53
253,866
12
1,763
-
434,597
20
98,859
5
353
-
73,380
3
3,878
-
156,327
7

3,450

-

1,026,473
47
$ 2,194,268
100
$ 377,729
17
7,280
-
145,031
7
14,035
1
921
-
14,480
1
67,912
3

2,996

-

630,384
29
157,606
7
3,243
-
13,545
1
8,400
-
1,234
-

88

-

184,116

8

814,500
37

807,522
37

810,542
37
-
-

55,645)
(
2)

55,645)
(
2)

148,000)
(
7)

34,651)
(
2)
1,379,768
63

-

-

1,379,768
63
$ 2,194,268
100
December 31,2019 December 31,2019
Amount
$ 673,153
7,441
2,278
434,891
25,104
90
9,987
13,752

1,099

1,167,795
253,866
1,763
434,597
98,859
353
73,380
3,878
156,327

3,450

1,026,473
$ 2,194,268
$ 377,729
7,280
145,031
14,035
921
14,480
67,912

2,996

630,384
157,606
3,243
13,545
8,400
1,234

88

184,116

814,500

807,522

810,542
-

55,645)

55,645)

148,000)

34,651)
1,379,768

-

1,379,768
$ 2,194,268
Amount
$ 634,041
-
269
313,267
14,893
255
9,140
15,532

1,852

989,249
249,690
3,307
507,045
112,205
603
88,481
1,005
146,102

3,450

1,111,888
$ 2,101,137
$ 361,811
6,513
118,909
4,836
11,261
13,883
8,568

884

526,665
118,429
2,677
26,781
8,481
1,774

86

158,228

684,893

807,522

1,007,800
-

197,258)

197,258)

167,175)

34,651)
1,416,238

6

1,416,244
$ 2,101,137
%














(
(
(
(
















(
(
(
(


30
-
-
15
1
-
-
1

-
47
12
-
24
6
-
4
-
7

-
53
100
17
-
6
-
1
1
-

-
25
6
-
1
1
-

-

8
33
38
48
-
(
9)
(
9)
(
8)
(
2)
67

-
67
100

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

Chairman: Chen Zai Pu

General Manager: Wang Hsiao Lung

Accounting Supervisor: Liu Ming Yi

19

Paragon Technologies Co., Ltd. and its Subsidiaries

Consolidated Statements of Comprehensive Income

January 1 to December 31, 2020 and 2019

Unit: Thousand NTD, except for loss per share in NTD

Code
4000
Operating Revenue
(Notes 4, 23, 33 and 38)
5000
Operating cost
(Notes 4, 10 and 24)
5950
Operating margin
Operating expenses
(Notes 21 and 24)
6100
Selling expense
6200
Management and general
expenses
6300
Research and development
expenses
6000
Total operating expenses
6900
Income (Loss) From Operations
Non-operating income and expenses
(Notes 4, 9, 12, 13, 14, 16, 24, 27,
28, 34 and 36)
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Financial costs
7060
Recognized share of the profit
and loss of the affiliated
enterprises and joint ventures
using equity method
7000
Total non-operating
income and expenses
7900
Net loss before tax
7950
Income tax expense
(Notes 4 and 25)
8200
Net loss
2020 %
100
(67)
33
(
3 )
( 22 )
(
6)
(31)

2
3
-
(
2 )
(
3 )

-
(
2)
-
(
8)
(
8)
2019
Amount
$ 684,598

461,032)

223,566


21,214 )


153,224 )

38,831)

213,269)

10,297

17,583
3,847

15,130 )


17,516 )

1,544)

12,760)


2,463 )
53,477)

55,940)
Amount
$ 546,881

461,069)

85,812

20,219

170,774 )

39,793)

190,348)

104,536)

32,694
-

64,031 )


24,551 )

1,292)

57,180)


161,716 )

35,769)

197,485)
%

(

(
(
(

(

(
(
(
(
(
(
(

(



(
(
(
(

(

(
(
(
(
(
(
100
(84)
16
3
( 31 )
(
7)
(35)
(19)
6
-
( 12 )
(
5 )

-
(11)
( 30 )
(
6)
(36)

(Continued)

20

(Continued from previous page)

Code
Other comprehensive income (loss)
8310
Items that will not be
reclassified subsequently to
profit or loss
8311
Remeasurement of
defined benefit plans
(Notes 4, 21 and 25)
8349
Income tax related to
items that will be
reclassified (Notes 4 and
25)
Subtotal
8360
Items that may be reclassified
subsequently to profit or loss
8361
Exchange differences
arising on translation of
financial statements of
foreign operations (Notes
4 and 22)
8399
Income tax related to
items that will be
reclassified (Notes 4, 22
and 25)
Subtotal
8300
Other comprehensive
loss for the year, net of
income tax
8500
Total comprehensive income (loss)
for the year
Net loss attributable to:
8610
Shareholders of the parent
8620
Noncontrolling Interests
8600
Total comprehensive income (loss)
attributable to:
8710
Shareholders of the parent
8720
Noncontrolling Interests
8700
Loss Per Share (Notes 26)
from continuing business
9710
Basic earnings per share
9810
Diluted earnings per
share
2020 %
-

-

-
4
(
1)

3

3
(
5)
(
8 )

-
(
8)
(
5 )

-
(
5)
2019
Amount
$ 369
74)

295

23,969
4,794)

19,175

19,470

$ 36,470)

$ 55,940 )

-

$ 55,940)

$ 36,470 )

-

$ 36,470)

$ 0.71)
$ 0.71)
Amount
$ 282
56)

226


58,956 )

11,791

47,165)

46,939)

$ 244,424)

$ 197,484 )

1)

$ 197,485)

$ 244,423 )

1)

$ 244,424)

$ 2.50)
$ 2.50)
%


(

(


(
(

(
(

(

(
(

(

(

(
(
(

(
(
(

(
(
(
(
(
-

-

-
( 11 )

2
(
9)
(
9)
(45)
( 36 )

-
(36)
( 45 )

-
(45)

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

Chairman: Chen Zai Pu General Manager: Wang Hsiao Lung Accounting Supervisor: Liu Ming Yi

21

Paragon Technologies Co., Ltd. and its Subsidiaries

Consolidated Statements of Changes in Equity

January 1 to December 31, 2020 and 2019

Unit: Thousand NTD, unless otherwise stated

Code
A1
Balance, January 1, 2019
B15 Loss offset by appropriated retained
earnings
C11
Compensation for deficit from
paid-in capital reserve
D1
Total net loss in 2019
D3
Other comprehensive income (loss)
in 2019
D5
Total comprehensive income (loss)
in 2019
Z1
Balance as of December 31, 2019
C11
Compensation for deficit from
paid-in capital reserve
D1
2020 Total Net Loss
D3
Other comprehensive income (loss)
(net of tax) for 2020
D5
Total comprehensive income in
2020
Z1
Balance, December 31, 2020
EquityAttributable toShareholders of the Parent EquityAttributable toShareholders of the Parent EquityAttributable toShareholders of the Parent
Total
$ 1,660,661

-

-
(
197,484 )
(
46,939)

(
244,423)


1,416,238

-
(
55,940 )

19,470

(
36,470)

$ 1,379,768
Non-controlling
Interests
(Notes 21)
$ 7

-

-
(
1 )

-

(
1)


6

-
(
6 )

-

(
6)

$ -
Total Equity
Capital Stock
Amount

$ 807,522

-

-

-

-


-


807,522

-

-

-


-

$ 807,522
Capital surplus
$ 1,437,214

-
(
429,414 )

-

-


-


1,007,800
(
197,258 )

-

-


-

$ 810,542
Retained earnings
Accumulated
deficit
( $ 489,793 )

60,379

429,414
(
197,484 )

226

(
197,258)

(
197,258 )

197,258
(
55,940 )

295

(
55,645)

($ 55,645)
Foreign
operation
Translation of
the financial
statements
Exchange
difference

( $ 120,010 )

-

-

-
(
47,165)

(
47,165)

(
167,175 )

-

-

19,175


19,175

($ 148,000)
Treasurystock
( $ 34,651 )

-

-

-

-


-

(
34,651 )

-

-

-


-

($ 34,651)
Stocks (In
Thousands)
80,752
-
-
-

-


-

80,752
-
-

-


-


80,752
Legal surplus

$ -

-

-

-

-


-


-

-

-

-


-

$ -
Special reserve
$ 60,379
(
60,379 )

-

-

-


-


-

-

-

-


-

$ -


























$ 1,660,668

-

-
(
197,485 )
(
46,939)
(
244,424)

1,416,244

-
(
55,946 )

19,470
(
36,476)
$ 1,379,768

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

General Manager: Wang Hsiao Lung

Chairman: Chen Zai Pu

Accounting Supervisor: Liu Ming Yi

22

Paragon Technologies Co., Ltd. and its Subsidiaries

Consolidated Statements of Cash Flows

January 1 to December 31, 2020 and 2019

In Thousands of New Taiwan Dollars

Code
Cash flows from operating activities
A10000
Income before income tax

A20010
Adjustments for
A20300
(Gain on recovery) loss of
expected credit loss
A20100
Depreciation expense
A20200
Amortization expense
A20900
Financial costs
A20400
Net gain recognized on financial
assets and liabilities measured at
fair value through profit or loss

A21200
Interest income

A22300
Share of profits (losses) of
associates accounted for using
equity method
A29900
Reverse Debt Provision

A22500
Disposal of loss of real estate,
plants and equipment (profit)
A23100
Advance profit due to disposal of
subsidiaries

A29900
Amortization on realized long-term
deferred income

A23600
Reverse on impairment of
refundable deposits
A23700
Allowance for inventories
A23700
Impairment loss recognized on
property, plant and equipment
A24100
Loss (gain) on foreign exchange
A30000
Changes in operating assets and
liabilities
A31130
Notes receivable

A31150
Accounts receivable

A31180
Other receivables

A31200
Inventory

A31230
Prepayments
A31240
Other current assets
A32150
Accounts payable
A32180
Other Payables
A32200
Provisions

A32230
Other current liabilities
A32240
Net defined benefit liabilities

A33000
Net cash inflows (outflows) from
operating activities
A33100
Interest received
(Continued)
2020
( $ 2,463 )

1,994

106,202
780
17,516
(
1,750 )

(
17,583 )

1,544
(
9,482 )

1,214

(
532 )
(
513 )

-

362
11,273
21,636

(
2,009 )
(
123,776 )

(
51 )

(
1,177 )

1,780

753

767

28,254
(
424 )

2,112
(
171)

36,256

7,423
2019
( $ 161,716 )
(
2,503 )
164,798
620
24,551
(
7,151 )
(
32,694 )
1,292
(
46,651 )
(
9 )
-
(
349 )
(
1,457 )
726
16,850
(
563 )
8,899
(
30,234 )
(
143 )
(
1,460 )
(
3,909 )
(
36 )
(
1,398 )
1,696
(
20,748 )
461
(
17)
(
91,145 )
29,930

23

(Continued from previous page)

CODE
A33300
Interest paid

A33500
Income Tax Paid

AAAA
Net cash outflow from operating
activities

Cash flow from investment activities
B00100
Acquisition of financial assets at fair
value through profit or loss

B00200
Sale of financial assets at fair value
through profit or loss
B00040
Acquisition of financial assets at
amortized cost

B00050
Disposal of financial assets at amortized
cost

B02700
Acquisition of property, plant and
equipment

B02800
Disposal of real estate, plants and
equipment
B03700
Refundable deposits paid

B04500
Acquisition of intangible assets

B07100
Increase in prepaid expenses for
equipment

BBBB
Net cash used in (generated by)
investing activities

Cash flows from financing activities
C00200
Decrease in short-term loans

C01600
Increase in long-term borrowings
C03000
Increase in deposits received
C03100
Deposit refund
C04020
Repayment of the principal amount of
lease liabilities

CCCC
Net cash provided by financing
activities

DDDD Effect of exchange rate changes on cash and
cash equivalents

EEEE
Increases in cash and cash equivalents
E00100 Cash and cash equivalents at beginning of
year

E00200 Cash and cash equivalents at end of year
2020
( $ 16,556 )

(
33,767)

(
6,644)

(
225,416 )

219,725
( 1,262,765 )

1,262,765

(
24,809 )

803
(
10,225 )

(
529 )

(
3,952)

(
44,403)

(
5,311 )

98,521
2
-

(
15,325)


77,887


12,272

39,112

634,041

$ 673,153
2019
( $ 23,491 )
(
29,251)
(
113,957)
(
271,215 )
308,501
( 1,013,253 )
1,335,833
(
9,620 )
275
(
131,110 )
(
463 )

-

218,948
(
111,301 )
126,997
-
(
3 )
(
14,492)

1,201
(
11,281)
94,911

539,130
$ 634,041

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

Chairman: Chen Zai Pu General Manager: Wang Hsiao Lung Accounting Supervisor: Liu Ming Yi

24

Independent Auditor's Report

To Paragon Technologies Co., Ltd.,

Opinion

We have audited the Individual Balance Sheets of Paragon Technologies Co., Ltd. as of December 31, 2020 and 2019, the Individual Statements of Comprehensive Income, Individual Statements of Changes in Equity, Individual Statements of Cash Flows, and Notes to Individual Financial Statements (including the Summary of Significant Accounting Policies) for the annual period from January 1 to December 31, 2020 and 2019.

In our opinion, the aforementioned Individual Financial Statements present fairly, in all material respects, the individual financial position of Paragon Technologies Co., Ltd. as of December 31, 2020 and 2019, and its individual financial performance and individual cash flows for the annual periods ended December 31, 2020 and 2019.

Basis for opinion

We conducted audit in accordance with the "Rules Governing Auditing and Certification of Financial Statements by Certified Public Accountants" and generally accepted auditing standards in 2020. Besides, we conducted audit in 2019 in accordance with the "Rules Governing Auditing and Certification of Financial Statements by Certified Public Accountants," and Letter No. 1090360805 issued by the Financial Supervisory Commission on February 25, 2020, as well as generally accepted auditing standards. Our responsibilities under those standards are further described in the "Auditors' Responsibilities for the Audit of the Individual Financial Statements" section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China ("The Norm"), and we have fulfilled our other ethical responsibilities in accordance with the Norm. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of 2019 individual financial statements of Paragon Technologies Co., Ltd. These items have been covered in the verification process of the overall individual financial statements and the audit opinions; hence, the CPA shall not express separate opinions on these items. Key Audit Matters for the individual financial statements of Paragon Technologies Co., Ltd. are stated as follows:

Key Audit Matters relating to the Subsidiaries' financial statements Key audit matters

As of December 31, 2020, Paragon Technologies Co., Ltd.'s investments accounted for using equity method were NT$1,322,907 thousand, accounting for 86% of the total assets. We have also taken into account the key audit matters identified in the subsidiaries' financial statements when dealing with those identified in the individual financial statements of Paragon

25

Technologies Co., Ltd. For details, please see notes 4 and 9 of the individual financial statements.

As the amount is substantial on the consolidated level, any misstatements in the subsidiaries' financial statements that fail to reflect the subsidiaries' operations for the year, or any miscalculations of their profits and loss, shall lead to an inaccurate amount of investments accounted for using equity method.

Corresponding Audit procedures performed

We have understood the Company's controls over the operations and financial performances of its subsidiaries, and have performed the following audit procedures on the key audit matters regarding the subsidiaries' financial statements:

Authenticity of revenue generated by some specific customers

Paragon Technologies Co., Ltd and its subsidiaries. is principally engaged in the research, manufacturing, processing and trading of optical thin films, manufacturing of mechanical equipment, components and parts. Given the significance and the default risk on revenue recognition as stated in the Statement of Auditing Standards, we are of the opinion that whether the recognition of sales revenue by Paragon Technologies Co., Ltd. on some specific customers is material to the financial statements and therefore the authenticity of shipments from some specific customers is a key audit matter. For details of the revenue recognition policy, please refer to Notes 4 (13) of the individual financial statements.

Our major audit procedures executed on the key audit matter are as follows.

  1. Understanding and testing the design and implementation of internal controls over the revenue recognition of certain specific customers.

  2. Selecting samples based on the revenue breakdown of certain specific customers as mentioned above, reviewing the relevant supporting documents and testing the collection status to confirm the sales transactions have occurred.

  3. Reviewing whether any significant sales returns and allowances have occurred subsequent to the balance sheet date to confirm if there is any material misstatement of the revenue of certain specific sales customers.

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

The responsibilities of the management are to prepare the individual financial statements that give a true and fair view in accordance with the "Regulations Governing the Preparation of Financial Reports by Securities Issuers" and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed by the Financial Supervisory Commission with effective dates, as well as to maintain necessary internal controls that enable the preparation of individual financial statements that are free from material misstatement, whether due to fraud or error.

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

26

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

Auditors' Responsibilities for the Audit of the Individual Financial Statements

Our objectives are to obtain reasonable assurance about whether the individual financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. There may still be material misstatements due to fraud or errors. If it could be reasonably anticipated that the misstated individual amounts or aggregated sums could have influence on the economic decisions made by the users of the parent financial statements, they shall be deemed as material.

As part of an audit in accordance with the Generally Accepted Auditing Standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We have also executed the following tasks:

  1. Identify and assess the risks of material misstatement within the individual financial statements, whether due to fraud or error; design and execute countermeasures in response to those risks; and obtain sufficient and appropriate audit evidence to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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

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

  4. Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we are of the opinion that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the individual financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

  5. Evaluate the overall presentation, structure and content of the individual financial statements (including relevant notes), and whether the individual financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  6. Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Company to express an opinion on the individual

27

financial statements. We are responsible for the direction, supervision and execution of the individual audit, and for forming the audit opinion.

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

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

From the matters communicated with those charged with governance, we determined the key audit matters of the individual financial statements of Paragon Technologies Co., Ltd. of 2020. We have described the these matters in our auditor's report unless law or regulation precludes public or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Deloitte Touche Tohmatsu CPA Chih Jui-Chuan

CPA Chen Hui-Ming

Financial Supervisory Commission Approval Document No. FSC Approval No. 1060023872

Securities and Futures Bureau Approval Document No. Tai-Cai-Zheng-6 No. 0920123784

March 25, 2021

28

Paragon Technology Co., Ltd. Individual Balance Sheets

December 31, 2020 and 2019

In Thousands of New Taiwan Dollars

Code

1100
1150
1170
1210
1200
1220
130X
1410
1470
11XX

1550
1600
1755
1780
1840
1915
1920
1990
15XX
1XXX

Code

2100
2170
2219
2220
2280
2399
21XX

2550
2580
2640
25XX
2XXX

3110
3200
3310
3320
3350
3300
3400
3500
3XXX
Assets
Current Assets
Cash and cash equivalents (Notes 4,6 and 26)
Net notes receivable (Notes 4, 7, 20 and 26)
Accounts receivable (Notes 4,7,20 and 26)
Other Receivables - Related Parties (Notes 4, 7, 26 and 27)
Other Accounts receivable (Notes 4, 7 and 26)
Current tax assets (Notes 4 and 22)
Inventories (Notes 4 and 8)
Prepaid expenses (Note 13)
Other current assets (Note 13)
Total current Assets
Non-current Assets
Investments accounted for using equity method (Notes4,9 and
27)
Real estate, plants, and equipment (Notes 4,10, 21 and 27)
Right-of-use asset (Notes 4 and 11)
Intangible assets (Notes 4 and 12)
Deferred tax assets (Notes 4 and 22)
Prepayments for equipment (Note 13)
Deposited Margin (Note 13 and 26)
Other non-current assets (Notes 13)
Total non-current assets
Total
Liabilities and Equity
Current Liabilities
Bank loans (Notes 14, 24 and 26)
Accounts receivable (Notes 15 and 26)
Other payables (Notes 16 and 26)
Other payables - related parties (Notes 16, 26 and 27)
Lease liabilities-current (Notes 4, 11, 24 and 26)
Other current liabilities (Notes 16)
Total Current Liabilities
Non-current Liabilities
Provisions - non-current portion (Notes 4 and 17)
Lease liabilities-non-current (Notes 4, 11 and 26)
Net defined benefit liability - non-current portion
(Notes 4 and 18)
Total non-current liabilities
Total liabilities
Equity Attribute to Shareholders of the Parent (Notes 4, 18, 19 and 24)
Capital Stock
Ordinary capital stock
Capital surplus
Retained earnings
Legal surplus
Special reserve
Unappropriated retained earnings
Total Retained Earnings
Others
Treasury stock
Total equity
Total Liabilities and Equity
December 31,2020
Amount
%
$ 69,662
5
2
-
503
-
19,366
1
5
-
90
-
548
-
4,397
-
117

-
94,690

6
1,322,907
86
37,994
3
10,647
1
213
-
65,873
4
-
-
5,122
-
3,450

-
1,446,206

94
$ 1,540,896
100
$ 115,000
8
276
-
32,081
2
-
-
6,321
-
307

-
153,985

10
1,407
-
4,502
-
1,234

-
7,143

-
161,128

10
807,522

53
810,542

53
-
-
-
-

55,645)
(
4)

55,645)
(
4)

148,000)
(
10)

34,651)
(
2)
1,379,768

90
$ 1,540,896
100
December 31,2020
Amount
%
$ 69,662
5
2
-
503
-
19,366
1
5
-
90
-
548
-
4,397
-
117

-
94,690

6
1,322,907
86
37,994
3
10,647
1
213
-
65,873
4
-
-
5,122
-
3,450

-
1,446,206

94
$ 1,540,896
100
$ 115,000
8
276
-
32,081
2
-
-
6,321
-
307

-
153,985

10
1,407
-
4,502
-
1,234

-
7,143

-
161,128

10
807,522

53
810,542

53
-
-
-
-

55,645)
(
4)

55,645)
(
4)

148,000)
(
10)

34,651)
(
2)
1,379,768

90
$ 1,540,896
100
December 31,2019 December 31,2019 December 31,2019
Amount
$ 69,662
2
503
19,366
5
90
548
4,397
117

94,690

1,322,907
37,994
10,647
213
65,873
-
5,122
3,450

1,446,206

$ 1,540,896

$ 115,000
276
32,081
-
6,321
307

153,985

1,407
4,502
1,234

7,143

161,128

807,522

810,542

-
-

55,645)


55,645)


148,000)


34,651)

1,379,768

$ 1,540,896
Amount
$ 58,074
147
154
50,508
80
185
1,517
3,835
457

114,957

1,299,846
42,463
16,148
236
78,629
518
5,122
3,450

1,446,412

$ 1,561,369

$ 100,000
750
23,378
1,176
6,216
364

131,884

1,418
10,055
1,774

13,247

145,131

807,522

1,007,800

-
-

197,258)


197,258)


167,175)


34,651)

1,416,238

$ 1,561,369
%














(
(
(
(













(
(
(
(















(
(
(
(













(
(
(
(

4
-
-
3
-
-
-
-
-
7
83
3
1
-
5
-
1
-
93
100
6
-
2
-
-
-
8
-
1
-
1
9
52
65
-
-
13)
13)
11)
2)
91
100

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

General Manager: Wang Hsiao Lung

Chairman: Chen Zai Pu

Accounting Supervisor: Liu Ming Yi

29

Paragon Technology Co., Ltd.

Individual Statements of Comprehensive Income

January 1 to December 31, 2020 and 2019

Unit: Thousand NTD, except for loss per share in NTD

Code
4000
Operating Revenue
(Notes 4, 20 and 27)
5000
Operating costs
(Notes 4, 8 and 21)
5900
Operating margin
5920
Realized profits on subsidiaries,
affiliated companies and joint
ventures (Notes 4 and 27)
5950
Realized Gross Profit

Operating expenses
(Notes 18, 21 and 27)
6100
Selling expense

6200
General and administrative
6300
Research and development
expenses
6000
Total operating
expenses
6900
Loss from operations
(Net operation loss)
Non-operating income and
expenses (Notes 9, 21 and 27)
7100
Interest income
7010
Other income
7020
Other gains and losses

7050
Financial costs

7070
Share of profits of
subsidiaries, associates and
joint ventures
7000
Total non-operating
income and expenses
2020

(Continued on the next page)

30

(Continued from the previous page)

Code
7900
Continuing Operating Loss
before Tax
7950
Income Tax Expense
(Notes 4 and 22)
8200
Net loss

Other Comprehensive Income
(Loss) (Notes 4, 18, 19 and 22)
Items that will not be
reclassified subsequently to
profit or loss:
8311
Remeasurement of defined
benefit obligation
8349
Income tax benefit related
to items that will not be
reclassified subsequently
8310

Items that may be
reclassified subsequently to
profit or loss:
8380
Share of other
comprehensive income of
subsidiaries, associates and
joint ventures accounted
for using equity method
8399
Income tax expense related
to items that may be
reclassified subsequently
8360

8300
Other comprehensive loss
for the year, net of income
tax
8500
Total comprehensive income
(loss) for the year
Loss per share (Notes 23)
from continuing business
9710
Basic earnings per share

9810
Diluted earnings per share
2020 %
( 2,818 )
(
741)

(3,559)

24
(
5)


19

1,525
(
305)

1,220

1,239

(2,320)


2019
Amount
( $ 44,298 )
(
11,642)

(
55,940)

369
(
74)


295

23,969

(
4,794)


19,175


19,470

($ 36,470)

($ 0.71)
($ 0.71)
Amount
( $ 181,703 )
(
15,781)

(
197,484)


282
(
56)


226

(
58,956 )

11,791

(
47,165)

(
46,939)

($ 244,423)

($ 2.50)
($ 2.50)
%
( 2,958 )
(
257)
(3,215)
5
(
1)

4
(
960 )

192
(
768)
(
764)
(3,979)

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

Chairman: Chen Zai Pu General Manager: Wang Hsiao Lung Accounting Supervisor: Liu Ming Yi

31

Paragon Technology Co., Ltd.

Individual Statements of Changes in Equity January 1 to December 31, 2020 and 2019

In Thousands of New Taiwan Dollars

Code
A1
Balance, January 1, 2019
B15 Loss offset by appropriated retained
earnings
C11 Compensation for deficit from paid-in
capital reserve
D1
Total net loss in 2019
D3
Other comprehensive income (loss) in
2019

D5
Total comprehensive income (loss) in
2019

Z1
Balance as of December 31, 2019
C11 Compensation for deficit from paid-in
capital reserve
D1
Total Net Loss in 2020
D3
Other comprehensive income (loss) (net
of tax) in 2020

D5
Total comprehensive income in 2020

Z1
Balance, December 31, 2020
Capital Stock
Amount
$ 807,522

-
-

-

-


-

807,522
-

-

-


-

$ 807,522
Capital surplus
$ 1,437,214

-
(
429,414 )
-

-


-

1,007,800
(
197,258 )
-

-


-

$ 810,542
Retained earnings
Accumulated
deficit
$ 489,793 )

60,379
429,414

197,484 )
226

197,258)


197,258 )
197,258

55,940 )
295

55,645)

$ 55,645)
Others
Foreign operation
Translation of the
financial
statements
Exchange
difference
( $ 120,010 )
-
-

-
(
47,165)

(
47,165)

(
167,175 )
-

-

19,175


19,175

($ 148,000)

Treasurystock
( $ 34,651 )
-
-
-


-


-

(
34,651 )
-
-


-


-

($ 34,651)
Total Equity
Stocks
(In Thousands)
80,752

-
-
-

-


-

80,752
-
-

-


-


80,752
Legal surplus

$ -

-


-
-
-

-

-

-
-
-

-

$ -
Special reserve
$ 60,379

(
60,379 )
-
-


-


-

-

-
-


-


-

$ -










(


(










(




(

(

(
(
(

(
(
(

(
(
(



(
(


(


(

(
(
(

(

(
$ 1,660,661
-
-

197,484 )
46,939)
244,423)

1,416,238
-

55,940 )
19,470
36,470)
$ 1,379,768

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

Chairman: Chen Zai Pu

General Manager: Wang Hsiao Lung

Accounting Supervisor: Liu Ming Yi

32

Paragon Technology Co., Ltd.

Individual Statements of Cash Flows

January 1 to December 31, 2020 and 2019

In Thousands of New Taiwan Dollars

Code
Cash flows from operating activities
A10000
Loss before income tax
A20010
Adjustments for
A20100
Depreciation expense
A20200
Amortization expense
A20900
Financial costs
A22400
Share of profit or loss of
subsidiaries, associates and joint
ventures accounted for using
equity method
A22500
Disposal of real estate, plants and
equipment
A21200
Interest income
A23800
Loss from price decline in
inventories
A24000
Realized Gross Profit on Sales to
Subsidiaries, Associates and
Joint-Ventures.
A30000
Net changes in operating assets and
liabilities
A31130
Notes receivable
A31150
Accounts receivable
A31180
Other receivables
A31190
Other receivables - related parties
A31200
Inventory
A31230
Prepayments
A31240
Other current assets
A32150
Accounts payable
A32180
Other Payables
A32200
Provisions
A32230
Other current liabilities
A32240
Net defined benefit
liabilities-non-current
A33000
Cash outflow from operations
A33100
Interest received
A33300
Interest paid
A33500
Income Tax Paid
AAAA
Net cash outflow from operating
activities
2020
( $ 44,298 )
14,993
552
2,084
(
2,166 )
(
87 )
(
230 )
172
(
37,197 )
145
(
349 )
65

6,464
797
(
562 )
340
(
474 )
7,595
(
11 )
(
57 )
(
171)
(
52,395 )
239
(
1,825 )
(
3,659)
(
57,640)
2019
( $ 181,703 )
17,296
354
1,923
156,209
-
(
838 )
201
(
47,304 )
(
147 )
100
(
16 )
1,813
(
1,265 )
443
(
140 )
(
706 )
(
2,970 )
258
-
(
17)
(
56,509 )
881
(
1,621 )
(
6,595)
(
63,844)

(Continued)

33

(Continued from previous page)

Code
Cash flow from investment activities
B07600
Dividends received from Subsidiaries,
Joint Ventures and Associates
B02700
Acquisition of real estate, plants and
equipment
B02800
Disposal of real estate, plants and
equipment
B04500
Acquisition of intangible assets
B03700
Refundable deposits paid
B07100
Increase in prepaid expenses for
equipment
BBBB
Net cash used in (generated by)
investing activities
Cash flows from financing activities
C00100
Increase in short-term loans
C00200
Decrease in short-term loans
C04020
Repayment of the principal amount of
lease liabilities
CCCC
Net cash inflow (outflow) from
financing activities
EEEE
Increase (decrease) in cash and cash
equivalents
E00100 Cash and Cash Equivalents, Beginning of
the year
E00200 Cash and Cash Equivalents, End of the
year
2020
$ 64,948
(
4,066 )
680
(
529 )
-
(
76)

60,957
15,000
-
(
6,729)

8,271
11,588

58,074
$ 69,662
2019
$ 59,768
(
2,954 )
-
(
463 )
(
960 )
(
518)

54,873
-
(
10,000 )
(
6,729)
(
16,729)
(
25,700 )

83,774
$ 58,074

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

Chairman: Chen Zai Pu General Manager: Wang Hsiao Lung Accounting Supervisor: Liu Ming Yi

34

Attachment 5

Paragon Technologies Co., Ltd.

Contrast Table of Amendments for the Operational Procedures for Loaning

Funds to Others

Articles Articles after the amendment Articles before the amendment Explanation
Article 4 Limits and Evaluation Standards
for Loaning Funds to Others
I.For a company or firm which has
business dealings with the
Company, the single amount lent
shall be limited to the total amount
of trading between both parties,
and the total amount lent shall be
limited to 20% of the Company's
net worth. Business dealings
between both parties refers to the
amount of purchase or sales in
recent one year, whichever is
higher.
II.For a company or firm which
has a need of short-term financing,
the single amount lent shall be
limited to 20% of the Company's
net worth, and the total amount
lent shall be limited to 40% of the
Company's net worth.
For loaning funds between the
Company and foreign company,
directly and indirectly, holding
100% voting shares, it is not
limited by the item 2, clause 1 of
this article, but single amount lent
shall be limited to100%of the
current net worth, and the total
amount lent shall be limited to
100%of the current net worth.
Limits and Evaluation Standards
for Loaning Funds to Others
I.For a company or firm which has
business dealings with the
Company, the single amount lent
shall be limited to the total amount
of trading between both parties,
and the total amount lent shall be
limited to 20% of the Company's
net worth. Business dealings
between both parties refers to the
amount of purchase or sales in
recent one year, whichever is
higher.
II.For a company or firm which
has a need of short-term financing,
the single amount lent shall be
limited to 20% of the Company's
net worth, and the total amount
lent shall be limited to 40% of the
Company's net worth.
For loaning funds between the
Company and foreign company,
directly and indirectly, holding
100% voting shares, it is not
limited by the item 2, clause 1 of
this article, but single amount lent
shall be limited to60%of the
current net worth, and the total
amount lent shall be limited to
80%of the current net worth.
To align with
the Group's
operational
need
Article 5 Duration and Interest Rates of
Financing
I.Duration: every single short-term
financing fund loan duration shall
not exceed one year from the date
of lending. For loaning funds
between the Company and foreign
company holding 100% voting
shares, the loaning duration shall
take one year as principle, and if
necessary shall be limited tofive
years.
Duration and Interest Rates of
Financing
I.Duration: every single short-term
financing fund loan duration shall
not exceed one year from the date
of lending. For loaning funds
between the Company and foreign
company holding 100% voting
shares, the loaning duration shall
take one year as principle, and if
necessary shall be limited tothree
years.
To align with
the Group's
operational
need

35

Articles Articles after the amendment Articles before the amendment Explanation
If the overdue compensation needs
to be postponed, a written request
must be made in advance and
submitted to the board of directors
for approval. Each deferred
repayment is still not more than
two years and is limited to one
time.
II.Interest rate: shall not be lower
than the one-year deposit interest
rate of the Bank of Taiwan. The
loan interest calculation and
collection of the Company follows
the principle of paying interest
once a month.
In case of special circumstances,
the interest rate of a loan may be
adjusted after the approval of the
Board of Directors according to
real situations.
II.Interest rate: shall not be lower
than the one-year deposit interest
rate of the Bank of Taiwan. The
loan interest calculation and
collection of the Company follows
the principle of paying interest
once a month.
In case of special circumstances,
the interest rate of a loan may be
adjusted after the approval of the
Board of Directors according to
real situations.
Article 6 Processing Procedures
I.Application Procedures
1.The borrower shall provide basic
information and financial
information, fill in the application
form, describe the use of the funds,
the duration and amount of the
loan, and present it to the financial
department of the Company.
2.If the Company is engaged in
fund loaning due to business
relations,Head of its finance
departmentshould assess whether
the amount of the loan is equal to
the amount of the business
transaction; if short-term financing
is needed, the reasons and
circumstances of the loan and
capital should be cited, credit
investigation conducted and the
relevant information and proposed
loan conditions submitted to the
head of the unit and general
manager of the financial
department followed by resolution
by the Board of Directors.
3.Where the Company has
established the position of
independent director, when it loans
funds to others,it shall take each
Processing Procedures
I.Application Procedures
1.The borrower shall provide basic
information and financial
information, fill in the application
form, describe the use of the funds,
the duration and amount of the
loan, and present it to the financial
department of the Company.
2.If the Company is engaged in
fund loaning due to business
relations,its financial department
staff should assess whether the
amount of the loan is equal to the
amount of the business transaction;
if short-term financing is needed,
the reasons and circumstances of
the loan and capital should be
cited, credit investigation
conducted and the relevant
information and proposed loan
conditions submitted to the head
of the unit and general manager of
the financial department followed
by resolution by the Board of
Directors.
3.Where the Company has
established the position of
independent director, when it loans
funds to others,it shall take each
To align with
the Group's
operational
need

36

Articles Articles after the amendment Articles before the amendment Explanation independent director's opinions independent director's opinions into full consideration; into full consideration; independent directors' opinions independent directors' opinions specifically expressing assent or specifically expressing assent or dissent and the reasons therefore dissent and the reasons therefore shall be included in the minutes of shall be included in the minutes of the Board of Directors meeting. the Board of Directors meeting. II.Credit Investigation II.Credit Investigation 1.For the initial borrower, the 1.For the initial borrower, the borrower should provide basic borrower should provide basic information and financial information and financial information in order to facilitate information in order to facilitate the credit investigation. the credit investigation. 2.If it is a continuous borrower, in 2.If it is a continuous borrower, in principle, when the renewed loan principle, when the renewed loan is submitted, the credit is submitted, the credit investigation will be re-processed. investigation will be re-processed. If it is a major or emergency event, If it is a major or emergency event, it will be handled at any time it will be handled at any time depending on the actual needs. depending on the actual needs. 3.If the borrower is in good 3.If the borrower is in good financial condition and the annual financial condition and the annual financial statements are used to financial statements are used to request the accountant to complete request the accountant to complete the financing visa, the the financing visa, the investigation report that has not investigation report that has not exceeded one year may be used, exceeded one year may be used, and the accountant in the same and the accountant in the same period shall check the visa report period shall check the visa report as a reference for the loan. as a reference for the loan. 4.When the Company conducts a 4.When the Company conducts a credit investigation on the credit investigation on the borrower, it should also assess the borrower, it should also assess the impact of the fund loan on the impact of the fund loan on the Company's operational risk, Company's operational risk, financial status and shareholders' financial status and shareholders' equity. equity. 5.However, for subsidiaries in 5.However, for subsidiaries in which the Company directly or which the Company directly or indirectly holds 100% of the indirectly holds 100% of the voting rights, the above credit voting rights, the above credit investigation shall not be carried investigation shall not be carried out for loaning funds and out for loaning funds and guarantee. guarantee.

37

Attachment 6

Paragon Technologies Co., Ltd.

Document
No.
MO-2-021 Document
Name
Procedures Governing Loaning of Funds Procedures Governing Loaning of Funds Procedures Governing Loaning of Funds Procedures Governing Loaning of Funds Procedures Governing Loaning of Funds
Formulating
Department
Auditing
Office
Date of
**Formulation **
2019.03.20 Version J Page
**Number **

1/4
Article 1: Objective
In order to strengthen the management of fund loaning and reduce business risks, special
operating procedures have been established. For any unspecified issues, the provisions
in other relevant laws and decrees shall be followed.
Article 2: Legal Compliance
This operation procedures is formulated in accordance with Article 36-1 of Securities
Exchange Act as well as the provisions of "Loaning Fund and Endorsements/Guarantees
Handling Norms of Public Companies" by Financial Supervisory Commission
(hereinafter referred to as the "FSC"), and handled in accordance with the operation
procedures determined.
Article 3: Object of Lending of Funds
The company's funds must not be loaned to shareholders or anyone other than the
following requirements.
I.
A company or firm that has business transactions.
II.
A company or firm, where short-term financing is necessary. The term
"short-term" referred to in the preceding paragraph shall mean one year or one
operating cycle (whichever is longer). The need for short-term financing referred
to the following
(I)
Short-term financing for the need of business in a company in which the
Company holds directly or indirectly over 50% voting shares.
(II) A company or firm having a need of short-term financing due to the
purchase of materials or operating turnover.
The restriction in Paragraph 1, Subparagraph 2 shall not apply to inter-company loans of
funds, between foreign companies in which the Company holds directly or indirectly
100% of the voting shares.
However, the Company shall set up the total loans and the limits on individual objects,
and shall also specify the duration of the fund loan.
Subsidiary and parent company referred to in these Procedures shall be as determined
under the Regulations Governing the Preparation of Financial Reports by Securities
Issuers.
Where a company’s financial reports are prepared according to the International
Financial Reporting Standards, "net worth" in these Regulations means the balance sheet
equity attributable to the owners of the parent company under the Regulations
Governing the Preparation of Financial Reports by Securities Issuers.
.
Article 4: Limits and Evaluation Standards for Loaning Funds to Others
I.
For a company or firm which has business dealings with the Company, the single
amount lent shall be limited to the total amount of tradingbetween bothparties,

In order to strengthen the management of fund loaning and reduce business risks, special operating procedures have been established. For any unspecified issues, the provisions in other relevant laws and decrees shall be followed.

This operation procedures is formulated in accordance with Article 36-1 of Securities Exchange Act as well as the provisions of "Loaning Fund and Endorsements/Guarantees Handling Norms of Public Companies" by Financial Supervisory Commission (hereinafter referred to as the "FSC"), and handled in accordance with the operation procedures determined.

The company's funds must not be loaned to shareholders or anyone other than the following requirements.

I. A company or firm that has business transactions. II. A company or firm, where short-term financing is necessary. The term "short-term" referred to in the preceding paragraph shall mean one year or one operating cycle (whichever is longer). The need for short-term financing referred to the following

  • (I) Short-term financing for the need of business in a company in which the Company holds directly or indirectly over 50% voting shares.

  • (II) A company or firm having a need of short-term financing due to the purchase of materials or operating turnover.

The restriction in Paragraph 1, Subparagraph 2 shall not apply to inter-company loans of funds, between foreign companies in which the Company holds directly or indirectly 100% of the voting shares.

However, the Company shall set up the total loans and the limits on individual objects, and shall also specify the duration of the fund loan.

Subsidiary and parent company referred to in these Procedures shall be as determined under the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Where a company’s financial reports are prepared according to the International Financial Reporting Standards, "net worth" in these Regulations means the balance sheet equity attributable to the owners of the parent company under the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

I. For a company or firm which has business dealings with the Company, the single amount lent shall be limited to the total amount of trading between both parties,

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  • and the total amount lent shall be limited to 20% of the Company's net worth. Business dealings between both parties refers to the amount of purchase or sales in recent one year, whichever is higher.

  • II. For a company or firm which has a need of short-term financing, the single amount lent shall be limited to 20% of the Company's net worth, and the total amount lent shall be limited to 40% of the Company's net worth.

For loaning funds between the Company and foreign company, directly and indirectly, holding 100% voting shares, it is not limited by the item 2, clause 1 of this article, but single amount lent shall be limited to 60% of the current net worth, and the total amount lent shall be limited to 80% of the current net worth.

Article 5: Duration and Interest Rates of Financing

  • I. Duration: every single short-term financing fund loan duration shall not exceed one year from the date of lending. For loaning funds between the Company and foreign company holding 100% voting shares, the loaning duration shall take one year as principle, and if necessary shall be limited to three years.

  • II. Interest rate: shall not be lower than the one-year deposit interest rate of the Bank of Taiwan. The loan interest calculation and collection of the Company follows the principle of paying interest once a month.

In case of special circumstances, the interest rate of a loan may be adjusted after the approval of the Board of Directors according to real situations.

Article 6: Processing Procedures

  • I. Application Procedures

  • The borrower shall provide basic information and financial information, fill in the application form, describe the use of the funds, the duration and amount of the loan, and present it to the financial department of the Company.

  • If the Company is engaged in fund loaning due to business relations, its financial department staff should assess whether the amount of the loan is equal to the amount of the business transaction; if short-term financing is needed, the reasons and circumstances of the loan and capital should be cited, credit investigation conducted and the relevant information and proposed loan conditions submitted to the head of the unit and general manager of the financial department followed by resolution by the Board of Directors.

  • Where the Company has established the position of independent director, when it loans funds to others, it shall take each independent director's opinions into full consideration; independent directors' opinions specifically expressing assent or dissent and the reasons therefore shall be included in the minutes of the Board of Directors meeting.

  • II. Credit Investigation

  • For the initial borrower, the borrower should provide basic information and financial information in order to facilitate the credit investigation.

  • If it is a continuous borrower, in principle, when the renewed loan is submitted, the credit investigation will be re-processed. If it is a major or emergency event, it will be handled at any time depending on the actual needs.

  • If the borrower is in good financial condition and the annual financial

39

statements are used to request the accountant to complete the financing visa, the investigation report that has not exceeded one year may be used, and the accountant in the same period shall check the visa report as a reference for the loan.

  1. When the Company conducts a credit investigation on the borrower, it should also assess the impact of the fund loan on the Company's operational risk, financial status and shareholders' equity.

  2. However, for subsidiaries in which the Company directly or indirectly holds 100% of the voting rights, the above credit investigation shall not be carried out for loaning funds and guarantee.

  3. III. Loan Approval and Notice

  4. After the credit investigation and assessment, the Board of Directors decides not to propose a loaning case, and the handling staff should reply to the borrower as soon as possible on the grounds of refusal.

  5. After the credit investigation and assessment, the Board of Directors decides to approve the loaning case. The handling staff should inform the borrower as soon as possible, detailing the loan conditions of the Company, including the limit, duration, interest rate, collateral and guarantor, etc., and ask the borrower to complete the signing procedures within the deadline.

  6. IV. Contract Signing and Identity Verification

  7. The case of loan and credit shall be prepared by the handling staff and the contractual procedures shall be conducted after review by the supervisor.

  8. The provisions of a loan contract shall be consistent with the terms and conditions of the ratified loan. After the borrower and the guarantor sign in the loan contract, the responsible employee shall perform the identity verification.

  9. V. Collateral Value Evaluation and Rights Setting

In case of a loan guarantee case, the borrower shall provide the collateral and complete the procedures for setting up the pledge or mortgage rights setting. The Company shall also evaluate the value of the collateral to ensure the Company’s claims.

  • VI. Insurance

  • Except for land and securities, fire and relevant insurances shall be purchased, based on the principle of the insurance amount not lower than the collateral, and the insurance policy shall indicate the Company as the beneficiary. The name, quantity, storage location, insurance conditions and insurance endorsement on the insurance policy are consistent with the original loan conditions of the Company.

  • The responsible employee shall notify the borrower of policy renewal before the insurance expires.

  • VII. Appropriation

The loan conditions are approved and the contract is signed by the borrower to complete the registration of guarantee quality mortgage, etc.

Once the check is correct, the funds can be appropriated.

Article 7: Repayment

After the loan has been allocated, the financial, business, and credit status of the borrower and the guarantor must be often paid attention to. If there is a provision of a security product, attention shall be paid to whether there is any change in the value of

40

the security, and the borrower should be notified one month before the loan expires to repay the principal and interest during the period.

  • I. When a borrower repays loans upon maturity, interests accrued shall be computed first. After the interests and principal are paid off altogether, the Company may cancel certificates of the obligatory claim, such as promissory notes and certificate of indebtedness, and then return them to the borrower.

  • II. If a borrower applies for the cancellation of mortgage, the Company shall first check whether there is a loan balance and then decide whether to cancel or not.

Article 8: Registration and Safeguarding of Cases

  • I. The Company shall prepare a memorandum book for its fund-loaning activities and truthfully record the following information: borrower, amount, date of approval by the Board of Directors, fund loaning date, and matters to be carefully evaluated according to the regulations.

  • II. An employee in charge of handling loaning cases shall, after the loan is appropriated, organize certificates of the obligatory claim, such as certificates of indebtedness and promissory notes, and certificates of collateral, insurance policies and correspondences in an orderly fashion for the case conducted by himself/herself, place them in a safekeeping bag, mark the contents of goods under custody and the name of the client outside the bag, and then submit such to be inspected by the supervisor of financial department. The bag shall be sealed after an inspection and be kept under custody after the both parties sign or seal on the registry book for goods under custody.

Article 9: Noteworthy Matters Concerning Handling Loaning Funds to Others

  • I. Before the Company loans funds to others, it should carefully assess whether it meets the requirements of these Procedures and submit it after submitting the assessment results to the Board of Directors for resolution. It must not authorize other people to decide.

  • The loaning funds between the Company and its subsidiaries, or between subsidiaries, shall be submitted for a resolution to the Board of Directors pursuant to previous Subparagraph in the preceding paragraph, and the Chairman may be authorized, for a specific borrowing counterparty, within a certain monetary limit resolved by the Board of Directors, and within a period not to exceed one year, to give loans in installments or to make a revolving credit line available for the counterparty to draw down.

  • The "certain monetary limit" referred to in the preceding paragraph shall be in compliance with Paragraph 2, Article 4. In addition, the authorized limit on loans extended by the Company or any of its subsidiaries to any single entity shall not exceed 10% of the net worth of the lending company in the most current financial statements.

  • II. The Company's internal auditors shall audit the Procedures and the implementation thereof no less frequently than quarterly and prepare written records accordingly. They shall promptly notify the members of the Audit Committee in writing of any material violation found, if any.

  • III. If, as a result of a change in circumstances, an entity to which a fund is lent does not meet the requirements of the Procedures or the loan balance exceeds the limit, the Company shall adopt rectification plans and submit the rectification plans to the Audit Committee, and shall complete the rectification according to the schedule set out in the plan.

41

  • IV. The handling staff shall prepare a memorandum book for the previous month and prepare a checklist for other persons before the 10th day of each month, and submit it for review level by level.

  • V. The Company shall evaluate the status of its loaning of funds and reserve sufficient allowance for bad debts, and shall adequately disclose relevant information in its financial reports and provide certified public accountants with relevant information for implementation of necessary auditing procedures.

  • VI. In addition to engaging in the short-term financing in accordance with relevant regulations, the Company shall also enhance risk assessment and formulate loan limits for those that are not guaranteed and the same industry, the same related companies or group companies.

  • VII. The Company has established the position of independent director, and the matters notified to supervisor pursuant to Article 15-2 or 18-2 of the processing standards shall be notified to the independent directors in writing; the rectification plan notified to supervisor pursuant to Article 16 or 20 shall be sent to the independent directors.

The Company has established the position of Audit Committee, and the regulations for supervisor prepared pursuant to Article 15, 16, 18 and 20 shall apply to the Audit Committee.

Article 10: Procedures for Controlling Loans Lent by Subsidiaries

  • I. If a subsidiary of the Company intends to lend funds to others, the Company shall ask the subsidiary to formulate procedures for loaning funds to others in accordance with the Procedures or relevant standards, and handle it in accordance with the determined operational procedures.

  • II. The subsidiary company shall, before the 10th day of each month (excluding), compile and submit to the Company a copy of the funds loaned to other persons in the preceding month for reference.

  • III. The internal auditor of the subsidiaries shall at least quarterly audit the procedures concerning loans lent to others and the execution status, and prepare written record accordingly. If material violation is found, they shall immediately notify the Company’s audit unit in writing. The later shall submit the written documents to the audit committee.

  • IV. When the auditor of the Company carries out the audit according to the annual audit plan to the subsidiary company, he/she shall also understand the operating procedure and execution of the subsidiary's funds loaned to others, and shall continuously follow up on the improvement of the company if there is any missing matter found, and shall make a follow-up report to the General Manager.

Article 11: Information Disclosure

The Company shall handle the relevant announcement matters in accordance with the announcement standards stipulated in the "Guidelines for Handling the Loan of Funds and Endorsement & Guarantee of Public Issuance Companies" issued by the Financial Supervisory Commission.

Article 12: Penalties

When the Company’s management and in-charge persons violate the Procedures, they would be submitted for performance review in accordance with the Company's employees rewards and penalties management procedures and employee manuals, and

42

be penalized depending on the severity of the case.

Article 13: Implementation and Amendment

These Procedures shall be submitted to the board of directors for resolution after approved by the audit committee, and submitted for the approval of the shareholders' meeting before implementation. If the audit committee has been established in accordance with the law, the auditor shall acknowledge the matter in accordance with the regulations. The matter shall first be agreed by more than half of all members of the audit committee and proposed for resolution of the board of directors. If the above is not agreed by more than half of all members of the audit committee, it may be agreed by more than two-thirds of all directors, and the resolution of the audit committee shall be stated in the proceedings of the board of directors. The same applies at the time of amendment. When the procedure is submitted for discussion by the Board of Directors in accordance with the preceding paragraph, the Company shall take into full consideration each Independent Director's opinions. If an Independent Director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the Board Meeting.

The terms "all Audit Committee members" and "all directors" shall be counted as the actual number of persons currently holding those positions.

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Attachment 7

Articles of Incorporation of Paragon Technologies Co., Ltd.

Chapter 1. General Policies

  • Article 1: The Company is organized in accordance with the provisions of the Company Act and is named Paragon Technologies Co., Ltd; the English name of the Company is Paragon Technologies Co., Ltd.

  • Article 2: The scope of the Company business is as follows:

  • I. CA04010 Metal Surface Treating.

  • II. CB01010 Machinery Manufacturing.

  • III. CB01990 Other Machinery Manufacturing.

  • IV. CC01080 Electronic Components Manufacturing.

  • V. F113010 Wholesale Machinery Business.

  • VI. F119010 Electronic Materials Wholesale.

  • VII. F401010 International Trade.

  • VIII. CC01040 Lighting Equipment Manufacturing.

  • IX. ZZ99999 the Company may operate any business not prohibited or restricted by laws or regulations, except for those that require special permission.

  • Article 3: The Company set up its headquarters in Taoyuan City. If necessary, it may set up branch offices domestically or abroad with a resolution by the Board of Directors.

  • Article 4: The Company may, as necessary in its business, invest outside the Company, and may, by resolution of the Board of Directors, be a shareholder of limited liabilities of other companies. The total amount of its investment may not be restricted by the amount of investment specified in Article 13 of the Company Act.

  • Article 5: The Company may endorse or guarantee other companies for its business or investment relations.

  • Article 6: The Company makes public announcements in accordance with Article 28 of the Company Act.

Chapter 2. Capital stocks

  • Article 7: The total capital of the Company is set at NT$2 billion, divided into 200 million shares, and the amount per share is NT$10. For those unissued shares, the Board of Directors is authorized to issue shares on a separate basis.

  • The amount of NT$200 million was retained in the total amount of capital in the preceding paragraph. It is divided into 20 million shares, and the amount of NT$10 per share is retained for the use of exercise of warrants. They may be issued on a separate basis according to the resolutions of the Board of Directors.

  • Article 7-1 The Company's employee treasury stocks, employee stock warrants, employee compensation, employee subscription of new stocks, and restricted stock for employees and other payees may include employees of subordinate companies that meet certain conditions, and the Board of Directors is authorized to resolve on the conditions and distribution methods.

  • Article 8: Shares of the Company are name-bearing certificates, signed or stamped by Directors representing the Company and numbered, and then issued after being attested by banks which are competent to serve as attesters in compliance with relevant laws and regulations. When the Company issues new shares, it may merge and print the total number of such issues, and may also issue shares by way of

44

exemption from printing stocks, provided that the Company shall register or keep the shares with the securities central custody institution. Its stock issuance procedures are governed by the Company Act and related laws and regulations.

  • Article 9: All changes made to the list of shareholders shall be halted sixty days prior to an upcoming Annual Shareholders' Meeting, thirty days prior to an Extraordinary Shareholders' Meeting, or five days prior to the base date before the Company issues dividends, bonuses, or other interests.

  • Article 10: Except as otherwise provided in the decree, the Company shall handle the relevant stock affairs in accordance with the provisions of "Guidance of Handling Stock Affairs by Public Offering Companies" approved and issued by the competent authority.

    • Chapter 3. Shareholders' meeting
  • Article 11: Shareholders' meeting can be classified into general or provisional meeting. The general meeting is held at lease once per year, convened by the Board of Directors according to the law and commenced within six months from the end of a fiscal year. The provisional meeting is held whenever necessary in accordance with the relevant laws and regulations. The convening procedure is handled according to the Company Act.

  • The Chairman of the Board of Directors shall serve as the chair when a Shareholders' Meeting is convened by the Board of Directors. If the Chairman is absent or cannot perform his duty for any reason, the delegation process shall be carried out in accordance with Article 208 of the Company Act. If a shareholders' meeting is convened by a party with power to convene but other than the Board of Directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.

  • Article 12: Shareholder may appoint a proxy to attend the shareholders' meeting on behalf by providing a signed and stamped letter of appointment of representation in the format provided by the Company, stating the scope of authorization. Method of attendance by proxy, besides abiding by the conditions stated in Article 177 of the Company Act, shall also follow the "Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies" from the regulatory authority.

  • Article 13: Other than situations of no voting rights stipulated under Article 179-2 of the Company Act, each shareholder of the Company shall enjoy the right to one vote.

  • Article 14: Unless otherwise stipulated for in the Company Act, resolutions at a shareholders' meeting shall be adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares. When the shareholders' meeting is held, with the exception of the Company Act and the Articles of Incorporation, the Company shall follow the Rules of Procedure for Shareholders' Meetings of the Company.

  • Article 15: The resolutions of shareholders' meetings shall be made into minutes and shall be handled in accordance with Article 183 of the Company Act.

  • Article 15-1: If the Company intends to transfer the shares of the Company to the employees at an average price lower than the actual price of shares bought back, it shall follow the regulations of the "Regulations Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies" and obtain the approval from a shareholders' meeting representing the majority of the total number of shares issued by the shareholders, with more than two-thirds of the voting rights of the attending shareholders, and may not be filed on a extempore motion.

45

Chapter 4. Board of Directors

  • Article 16: The Company has nine to eleven directors. The number of directors elected at the time is authorized by the Board of Directors and the term of office is three years. Those who have the capability to act shall be elected by the shareholders' meeting and may be re-elected.

  • The Company shall duly elect Directors from persons with disposing capacity by the shareholders.

by the shareholders.

  • During the Directors' terms, the Company may delegate the Board of Directors for any legal indemnities they are liable to pay within the scope of its business. to purchase liability insurance

  • Article 16-1: In accordance with the provisions of Article 14-2 of the Securities Exchange Act, there shall be at least three independent directors among the number of directors to be elected referred to in the preceding paragraph. The restrictions on professional qualifications, share ownership, concurrent positions held, the manner of nomination, the election of the independent directors, and other related matters shall comply with applicable laws and regulations prescribed by the competent authority.

  • Article 16-2: The total shareholding of all directors of the Company shall be in accordance with the provisions of the securities regulatory authority.

  • Article 17: The Board of Directors shall be organized by directors. The attendance of more than two-thirds of the directors and the consent of more than half of the directors present shall be used to elect one Chairman of the Board of Directors. In the same manner, one Vice Chairman shall be elected. The Chairman of the Board shall represent the Company externally.

  • Article 18: Unless otherwise provided, resolutions of a Board of Directors meeting requires presence of over half of the directors and agreed upon by over half of the directors present. Directors may appoint proxies with a letter of appointment of representation, stating the scope of authorization to entrust other directors to attend the Board of Directors. However, one proxy can only be appointed by one director. Matters related to the Board of Directors shall be handled in accordance with the Rules of Procedure for the Board of Directors of the Company except as otherwise provided in the Company Act and this Articles of Incorporation.

  • Article 18-1: The convening of the Board of Directors of the Company shall notify the directors of the convening matters in writing, by e-mail or by fax seven days before the meeting.

  • The Company may convene the Board of Directors at any time in case of an emergency by written notice, e-mail or fax.

  • Article 19: In case the Chairman of the Board of Directors is on leave or absent or cannot exercise his power and authority for any cause, his representative shall be selected according to Article 208(3) of the Company Act.

  • Article 20: When the directors of the Company perform the duties of the Company, regardless of the operating profit and loss of the Company, the Company may pay compensation to them. The remuneration authorized to the Board of Directors shall be based on the value of the directors' participation and contribution to the Company's operations, and shall refer to the usual standards of the same companies. It shall be agreed upon within the maximum salary level stipulated in the Company's measures for the payroll approach. If the Company has a surplus, it shall distribute the remuneration according to Article 23 of the Articles of Incorporation.

  • Article 20-1: The Board of Directors of the Company may be required to set up auditing, salary compensation committees or other functional committees for the needs of business operations. The above audit committee is composed of all independent directors and

46

is responsible for the enforcement of supervisory powers stipulated in the Company Act, Securities Exchanges Act and other laws.

Chapter 5. Managers

  • Article 21: The Company shall have one Chief Executive Officer, one General Manager and several Deputy General Managers and Assistant Vice Presidents. The employment, dismissal and remuneration shall be done in accordance with Article 29 of the Company Act.

Chapter 6. Accounting

  • Article 22: The Company shall, at the end of each fiscal year, make the following reports by the Board of Directors and submit them to the Annual Shareholders' Meeting for recognition:

  • (I) Business report.

  • (II) Financial statements.

  • (III) Proposals of profit distribution or deficit compensation.

  • Article 23: If there is profit at the end of a fiscal year, the Company shall appropriate 1% to 10% of the profit to be employee remuneration and no more than 3% to be director remuneration. But the Company shall reserve a portion of profit to make up for accumulated losses, if any. The decision of allocation ratio of employee remuneration, director remuneration and employee's remuneration in stock or cash shall be decided by the Board of Directors and reported to the shareholder meeting. The counterparty to whom stocks or cash are distributed to as employee's compensation in the preceding paragraph includes the employees of its subordinate companies that meet certain criteria.

  • If there is a surplus in the Company's total final account for the year, it shall, after first paying taxes and making up for the losses of previous years, advance 10% of its balance to be the legal surplus reserve, provided that it is exempted from further appropriation when the legal surplus reserve has reached the paid-in capital. In accordance with the business needs, decrees or regulations of the competent authority, the special surplus reserve may be allocated or reversed, and the accumulated undistributed surplus shall be added to the balance thereof, and the Board of Directors shall draw up a motion for the allocation of the surplus, which shall be submitted to the shareholders' meeting for decision. Where dividends and bonuses are distributed in whole or in part in cash, the Board of Directors shall adopt a resolution by a majority vote at a meeting attended by over two thirds of the Directors and report such distribution to the shareholders' meeting.

  • The policy of dividend distribution shall be based on the most consideration of shareholders' rights and interests, taking into account the current and future domestic and foreign industry competition, investment environment and capital demand of the Company, and in the form of stock dividends or cash dividends. As the Company is currently in a growth stage, in order to consider the Company's long-term financial planning, the total amount of dividends distributed each year shall not be less than 30% of the net profit after tax for the current year. The percentage of cash dividends distributed shall not be less than 20% of total dividends.

Supplementary articles

47

Article 24: When the shares of the Company are intended to be retired for public offering, a special resolution of the shareholders' meeting shall be submitted, and this clause shall not be changed during the listing period. Article 25: The matters not specified in the Articles of Incorporation shall be handled in accordance with the provisions of the Company Act and relevant laws and regulations. Article 26: The Articles of Incorporation was made on October 17, 1995. The 1st amendment was made on August 5, 1996. The 2nd amendment was made on January 10, 1997. The 3rd amendment was made on May 16, 1997. The 4th amendment was made on June 15, 1997. The 5th amendment was made on June 26, 1998. The 6th amendment was made on March 5, 1999. The 7th amendment was made on April 3, 1999. The 8th amendment was made on March 15, 2000. The 9th amendment was made on August 21, 2000. The 10th amendment was made on April 4, 2001. The 11th amendment was made on May 10, 2001. The 12th amendment was made on November 20, 2002. The 13th amendment was made on December 24, 2002. The 14th amendment was made on June 30, 2004. The 15th amendment was made on June 24, 2005. The 16th amendment was made on March 31, 2006. The 17th amendment was made on March 31, 2006. The 18th amendment was made on December 22, 2006 The 19th amendment was made on May 5, 2008. The 20th amendment was made on April 30, 2009. The 21th amendment was made on May 20, 2010. The 22th amendment was made on June 17, 2011. The 23th amendment was made on June 19, 2012. The 24th amendment was made on June 18, 2015. The 25th amendment was made on June 21, 2016. The 26th amendment was made on June 16, 2020.

Paragon Technologies Co., Ltd Chairman: Chen Zai Pu

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Attachment 8

Paragon Technology Co., Ltd.

Document No.
MO-2-023
Document
Name
Procedures for the Election of Directors Procedures for the Election of Directors Procedures for the Election of Directors Procedures for the Election of Directors Procedures for the Election of Directors
Formulating
Department
Auditing
Office
Date of
**Formulation **
2020.3.24 Version B Page
**Number **
1/2
Article 1:
The Company has formulated the Process in accordance with Article 21 of
"Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies"
to elect Directors with fairness, impartiality and openness.
Article 2:
Except as otherwise provided by law or by the Articles of Incorporation, elections of
the Company's directors shall be conducted in accordance with these Procedures.
Article 3:
The overall composition of the Board of Directors shall be taken into consideration in
the selection of the Company's directors. Each Board member shall have the
necessary knowledge, skill, and experience to perform their duties; the abilities that
must be present in the Board as a whole are as follows:
I.
The ability to make judgments about operations.
II.
Accounting and financial analysis ability.
III. Business management ability.
IV. Crisis management skills.
V. Knowledge of the industry.
VI. An international market perspective.
VII. Leadership ability.
VIII. Decision-making ability.
Article 4:
The qualifications of independent directors of the Company shall be governed by the
"Regulations Governing Appointment of Independent Directors and Compliance
Matters for Public Offering Companies."
Article 5:
Elections of the Company's directors shall be conducted in accordance with the
candidate nomination system and procedures set out in Article 192-1 of the Company
Act.
Article 6:
The Company's Directors shall be duly elected by means of cumulative voting. Each
common share with voting right is entitled to the number of ballots which are
equivalent to the numbers of Directors and Supervisors to be elected.
Article 7:
The Board of Directors shall prepare ballots for directors and supervisors in numbers
corresponding to the directors or supervisors to be elected. The number of voting
rights associated with each ballot shall be specified on the ballots, which shall then be
distributed to the attending shareholders at the shareholders' meeting. Attendance
card numbers printed on the ballots may be used instead of recording the names of
voting shareholders.
Article 8:
The number of directors will be as specified in the Company's Articles of
Incorporation, with voting rights separately calculated for independent and
non-independent director positions. In the election of directors of this Company,
candidates who acquire more votes should win the seats of directors. If two or more
persons acquire the same number of votes and the number of such persons exceeds
the specified seats available, such persons acquiring the same votes shall draw lots to
decide who should win the seats available, and the chair shall draw lots on behalf of
the candidate who is not present.
  • Article 4: The qualifications of independent directors of the Company shall be governed by the "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Offering Companies."

  • Article 5: Elections of the Company's directors shall be conducted in accordance with the candidate nomination system and procedures set out in Article 192-1 of the Company Act.

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Paragon Technology Co., Ltd.

Document No.
MO-2-023
Document
Name
Procedures for the Election Procedures for the Election Procedures for the Election of Directors of Directors
Formulating
Department
Auditing
Office
Date of
Formulation
2015.3.27 Version B Page
Number
2/2
Article 9:
Before the election begins, the chair shall appoint a number of persons with
shareholder status to perform the respective duties of vote monitoring and counting
personnel. The ballot boxes shall be prepared by the Board of Directors and publicly
checked by the vote monitoring personnel before the voting commences.
Article 10: If a candidate is a shareholder, the voter shall enter the candidate's account name and
shareholder account number in the "candidate" column of the ballot; for a
non-shareholder, the voter shall enter the candidate's full name and identity card
number. However, when the candidate is a government organization or corporate
shareholder, the name of the government organization or corporate shareholder shall
be entered in the column for the candidate's account name in the ballot paper, or both
the name of the government organization or corporate shareholder and the name of its
representative may be entered. When there are multiple representatives, the names of
each representative shall be entered.
Article 11: A ballot is invalid under any of the following circumstances:
I.
The ballot was not prepared by the Board of Directors.
II.
A blank ballot is placed in the ballot box.
III. The writing is unclear and indecipherable or has been altered.
IV. The candidate whose name is entered in the ballot is a shareholder, but the
candidate's account name and shareholder account number do not conform with
those given in the shareholder register, or the candidate whose name is entered
in the ballot is a non-shareholder, and a cross-check shows that the candidate's
name and identity card number do not match.
V. Other words or marks are entered in addition to the candidate's account name
(full name) or shareholder account number (or identity card number) and the
number of voting rights allotted.
VI. The name of the candidate entered in the ballot is identical to that of another
shareholder, but no shareholder account number or identity card number is
provided in the ballot to identify such individual.
Article 12: The counting of the ballots voting for the directors shall be conducted in public in the
venue of the shareholders' meeting. The ballots shall be counted during the
shareholders' meeting immediately after they are cast. The results, including the list
of elected directors and the number of votes voting for such candidates, shall be
announced by the chair or other person designated by the chair at such a shareholders'
meeting.
Article 13: This rule shall be implemented after approval by the shareholder's meeting. Same for
any revisions.

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Attachment 9

Paragon Technologies Co., Ltd.

Rules of Procedure for Shareholders' Meetings

  • Article 1: The rules of procedures for the Company's shareholders' meetings, except as otherwise provided by law and regulation, shall be as provided in these Rules.

  • Article 2: The Company shall indicate on the meeting notice the check-in time and location and other things to note.

  • The check-in time described in the preceding paragraph shall be at least 30 minutes before the meeting begins. The check-in counter shall be precisely indicated, and enough competent personnel shall be assigned to help shareholders check in. Shareholders or agents attending the shareholders' meeting shall sign in. The sign-in procedure shall be replaced by the payment of the sign-in card. The number of shares present shall be calculated according to the sign-in card paid, and the number of shares which exercise the voting rights in writing or electronically shall be added. Shareholders shall attend Shareholders' Meetings based on attendance cards, sign-in cards, or other certificates of attendance. Attending shareholders or proxies shall bring identification documents for verification.

  • Article 3: The attendance and voting of the annual general shareholders' meeting shall be calculated based on the number of shares they represent.

  • Article 4: The shareholders' meeting shall be held in the city where the Company is located or at any other place that is convenient for the shareholders to attend and appropriate to convene such meeting,

  • and shall commence at a time no earlier than 9:00 a.m. and no later than 3:00 p.m.

  • Article 5: When shareholders' meeting is convened by the Board of Directors, the Chairman of the Board is the chair of the meeting. In case the Chairman of the Board of Directors is on leave or absent or cannot exercise his power and authority for any cause, the Vice Chairman shall act on his behalf. In case the Vice Chairman is also on leave or absent or unable to exercise his power and authority for any cause, the Chairman of the Board shall designate one of the directors to act on his behalf. In the absence of such a designation, the managing directors or the directors shall elect from among themselves an acting Chairman of the Board of Directors.

  • When the Vice Chairman acting on behalf of the Chairman or electing the Chairman from managing directors or directors, those who have held the positions for six months or longer and understand the financial and business operations of the Company shall be considered with priority. The same shall be true for a representative of a juristic person director that serves as the chair. For a shareholders' meeting convened by any other person having the convening right, he/she shall act as the chair of that meeting. However, if there are two or more persons having the convening right, the chair of the meeting shall be elected from among eligible persons.

  • Article 6: The Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders' meeting.

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  • Article 7: The Company shall establish uninterrupted audio and video recordings of the entire process of shareholder check-in, meeting proceedings, and voting and ballot counting.

  • The aforementioned video shall be kept for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the records shall be retained until the conclusion of the litigation.

  • Article 8: At the time of the meeting, the chair shall declare the meeting begins immediately. In the absence of a majority of the shareholders representing the total number of shares issued, the chair may announce postponement of the meeting time, provided that only two postponements may be made and total delay time shall not exceed 1 hour. When two such postponements are made and the shares in present still cannot represent sufficient outstanding shares, but more than one-third of the total issued shares are in attendance, tentative resolutions may be made pursuant to Paragraph 1 of Article 175 of the Company Act. When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders' meeting pursuant to Article 174 of the Company Act.

  • Article 9: The agenda for the shareholders' meeting shall be set by the Board of Directors if such meeting is convened by the Board of Directors. Relevant motions (including extempore motions and amendments to the original motion) shall be decided on a case-by-case basis. Unless otherwise resolved by resolution at the meeting, the meeting shall be carried out in accordance with the scheduled agenda.

  • The provisions of the preceding paragraph apply mutatis mutandis to a shareholders' meeting convened by a party with the power to convene that is not the Board of Directors.

  • The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda stated in the preceding two paragraphs (including extemporary motions), except by a resolution of the shareholders' meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the Board of Directors shall promptly assist the attending shareholders in electing a new chair in accordance with the statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.

The chair shall give the opportunity to fully explain and discuss the proposals, as well as the amendments or motions proposed by the shareholders. When the chair is of the opinion that a proposal has been sufficiently discussed to a degree of putting to a vote, the chair may announce the discussion closed and bring the proposal to vote. The chair shall also allocate sufficient time for voting.

After the meeting has adjourned, the shareholders may not appoint another chair and continue the meeting either at the same or a different venue.

  • Article 10: Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number) and account name. The order in which shareholders speak will be set by the chair. A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.

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

  • Article 11: Unless the chair consents, each shareholder shall make no more than two speeches for an agenda item, and each speech shall not exceed five minutes. If a shareholder's speech violates the provisions of the preceding paragraph or goes beyond the scope of the topic, the chair may stop him from speaking, and the chair may discontinue his speech if the speaker continues to violate.

  • Article 12: When appointing a legal person to attend an annual general shareholders' meeting, such legal person may only designate one person as representative. When a juristic person shareholder appoints two or more representatives to attend a shareholders' meeting, only one of the representatives so appointed may speak on the same proposal.

  • Article 13: In the wake of shareholder's speech, the chair of the meeting may answer in person or designate relevant personnel to answer.

  • Article 14: When the chair at the meeting is of the opinion that a matter has been sufficiently discussed to a degree of putting to a vote, the chair may announce the discussion closed and bring the matter to vote.

  • Vote counting for voting on motions or elections shall be conducted at an open space in the shareholder meeting venue and the results, including weights, shall be announced immediately after counting and recorded.

  • Article 15: When a proposal comes to a vote, personnel of vote monitoring and counting is appointed by the chair, provided that personnel of vote monitoring shall be shareholders. The result of voting shall be reported on the spot and prepared in the minutes.

  • Article 16: During meeting proceedings, the chair may declare a break according to his or her judgment.

  • Article 17: A shareholder shall have one voting power in respect of each share; however, this limit is not applicable to those who are restricted, or who do not have the right to vote under Paragraph 2, Article 179 of the Company Act.

  • When the Company convenes a shareholders' meeting, shareholders shall exercise their voting rights by electronic means and may exercise their voting rights in writing. The method for exercising voting rights in writing or by electronic means shall be indicated in the notice of shareholders' meeting. A shareholder exercising voting rights by correspondence or electronic means shall be regarded as having personally attended the meeting. However, the extempore motions and the amendments of the original proposals in the said shareholders' meeting will be deemed to have waived his/her rights. Therefore, the Company is best to avoid proposing extempore motions and the amendments of the original proposals. A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company two days before the date of the shareholders' meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail. However, this restriction does not apply when a declaration is made to cancel the earlier declaration of intent.

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If a shareholder (who has exercised his/her voting rights in correspondence or electronically) intends to attend the meeting in person, he/she shall cancel the voting rights in the same manner stated in the preceding paragraph 2 days before the date of a shareholders' meeting. If the deadline is not met, the voting right exercised by correspondence or electronically shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders' meeting, the voting rights exercised by the proxy in the meeting shall prevail.

Except as otherwise provided in the Company Act and in the Company's Articles of Incorporation, the adoption of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS. When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.

Scrutineers and vote counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company.

Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record is made for the vote.

  • Article 18: In the event amendments or substitutions are provided for in the same proposal, the meeting chair may decide the order of the vote including the original proposal. If one of the proposals

  • is duly resolved, other issue(s) is (are) deemed to have been vetoed and no voting process is required.

  • Article 19: The meeting chair may command picket (or security personnel) to maintain order of meeting place. When proctors or security personnel help maintain order at the meeting place,

they shall wear an identification card or armband bearing the word "Proctor."

  • Article 20: The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The production and distribution of the meeting minutes may be effected by electronic means.

  • The distribution of the meeting minutes as described in the preceding paragraph can be done through a public announcement on the Market Observation Post System. The meeting minutes shall contain the faithful record of the year, month, day of the meeting, venue, name of the chair, resolution method, method of discussion and voting results (including counted weights). When there are elections of directors and supervisors, the weights won by each candidate shall also be disclosed. The meeting minutes shall be kept permanently during the existence of the Company.

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  • Article 21: These rules shall take effect after approval by the shareholders' meeting and the same procedure shall apply when they are amended.

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Attachment 10

Paragon Technology Co., Ltd. Shareholding Status of Directors

  • I. As of the book closure date of this Annual Shareholders' Meeting on April 18, 2021, the paid-in capital of the Company was NT$807,522,300 and the total number of issued shares was 80,752,230 shares.

  • II. According to Article 26 of the Securities and Exchange Act, all directors should hold at least 6,460,178 shares in total as the minimum legal amount. The Company has established an audit committee in accordance with the law, and does not apply the regulation that the number of shares held by relevant supervisors shall not be less than a certain percentage

  • III. The Company appoints three independent directors, and shareholding ratio of all directors is lowered to 80% according to regulations except for independent directors.

  • IV. The shareholding of all directors recorded in the shareholder list complied with the statutory standards.

  • V. The details of the shareholdings of the directors are as follows:

Title Name Date
elected
Term Number of shares held at the
time of appointment
Number of shares held at the
time of appointment
Shares held as recorded on the
shareholder's records on the
book closure date
Shares held as recorded on the
shareholder's records on the
book closure date
Number of
Shares
Ratio Number of
Shares
Ratio
Chairman of
the Board
Chen Tsai Pu 107.6.21 3 years 1,911,810 2.37% 1,911,810 2.37%
Director WangHsiao Lung 107.6.21 3years 1,028,053 1.27% 1,028,053 1.27%
Director WangLeQun 107.6.21 3years 48,000 0.58% 48,000 0.58%
Director Lin Chi Yong 107.6.21 3years **738,784 ** 0.91% **738,784 ** 0.91%
Director Kao Wen Hsiang 107.6.21 3years 1,894,142 2.35% 1,894,142 2.35%
Director Chen Wan Te 107.6.21 3years 1,177,566 1.46% 1,177,566 1.46%
Director Union Polymer
International
Investment Co., Ltd.
Representative:
WangJia Yeh
107.6.21 3 years 1,505,000 1.86% 1,505,000 1.86%
Director Union Polymer
International
Investment Co., Ltd.
Representative: Ou
KengTsuo
107.6.21 3 years 1,505,000 1.86% 1,505,000 1.86%
Independent
Director
Chang Tzuh Sin 107.6.21 3 years 0 0% 0 0%
Independent
Director
Pan Fu Jen 107.6.21 3 years 0 0% 0 0%
Independent
Director
Hsu Jui Tsan 107.6.21 3 years 0 0% 0 0%
Total of all directors 8,303,355 10.80% 8,303,355 10.80%

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