SAMPO - AGM Information 2021 | FinancialReports.eu

Stock No: 1604

SAMPO CORPORATION 2021 Annual Meeting of Shareholders Handbook

Meeting Date: 10 a.m., 16 June 2021 (Wednesday) Meeting Location: No.26, Dinghu Rd., Gueishan Dist., Taoyuan City (SAMPO employee canteen)

Meeting procedure ---------------------------------------------------------- 1 Agenda of Shareholders’ Meeting ---------------------------------------- 2 Management Presentation (Company Reports) ------------------------- 3 Proposals --------------------------------------------------------------------- 5 Discussion Items ------------------------------------------------------------ 7 Questions and Motions --------------------------------------------------- 22 Attachments: 1. Business Report ------------------------------------------------------- 23 2. Audit Committee’s Audit Report ----------------------------------- 28 3. Accountant Audit Report and Financial Statements ------------- 29 Appendices: 1. Articles of Association ----------------------------------------------- 53 2. Rules of Procedure for Shareholders’ Meetings ----------------- 62 3. Regulations Governing the Election of Directors ---------------- 66 4. Shareholding of All Directors -------------------------------------- 68

SAMPO CORPORATION Procedure for the 2021 Annual Meeting of Shareholders

Call the Meeting to Order
Chairman Remarks
Report Items
Proposed Resolutions
Discussion Items
Questions and Motions
Adjournment
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SAMPO CORPORATION Agenda of 2021 Annual Meeting of Shareholders

Date: 10 a.m., 16 June 2021 (Wednesday)

Location: No.26, Dinghu Rd., Gueishan Dist., Taoyuan City (SAMPO employee canteen)

Call the Meeting to Order
Chairman Remarks
Report Items
(1) 2020 annual business report.
(2) 2020 closing statement audit report by audit committee.
(3) 2020 employee and director remuneration allocation report.
(4) Treasury stock repurchase report.
Proposed Resolutions
(1) Approval of 2020 business report and financial statements.
(2) Approval of 2020 profit distribution proposal.
Discussion Items
(1) Amendment to certain clauses of the “Articles of Association.”
(2) Amendment to certain clauses of the “Rules of Procedure for Shareholders’ meetings.”
(3) Amendment and change of title of “Procedures for Election of Directors.”
(4) Release of competition restriction for directors and

. representatives

Questions and Motions
Adjournment
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Report Items

Proposal: 2020 business report is submitted for review.
Explanation: Please see business report in Attachment 1 (pages 23 to 27 of this handbook).
Proposal: 2020 closing statements audit report by the audit committee is submitted for review.
Explanation: (1) 2020 closing statements have been audited and certified by the accountant and reviewed by the audit committee. The audit report (Attachment 3) and review report (Attachment 2) are submitted for review (pages 28 to 52 of this handbook).
- (2) The independent directors read the audit report.
Proposal: Report on 2020 employee and director remuneration allocation.
Explanation: The company’s 2020 pre-tax profit before provision of director and employee remuneration is $2,071,700,488. In accordance with Article 28 of the Articles of Association, no less than 0.8% is provisioned as employee remuneration and no more than 3% is provisioned as director remuneration. 2020 1% director remuneration is provisioned in the total of NT$16,573,604 and 2.2% employee remuneration in the total of NT$45,577,410. Employee remuneration is issued in cash.
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Proposal: Treasury stock repurchase report is submitted for review. Explanation: In accordance with Article 28-2 of the Securities and Exchange Act and the “Regulations Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies” by the Financial Supervisory Commission, Executive Yuan.
(1) Company stock repurchase status (already completed)

April 18, 2021

	April 18, 2021
Repurchase term	16th purchase (term)
Repurchase purpose	Stock transfer to employees
Repurchase price interval	$14–16
Type and volume of shares re- purchased	Ordinary shares/11,000 thousand shares
Amount of shares repurchased	NTD 162,641 thousand
The ratio of the repurchased quantity to the quantity of anticipated repurchase (%)	55%
Number of cancelled and transferred shares	6,100 thousand shares
Accumulated shareholdings of the Company	4,900 thousand shares
Accumulated number of company shares held in proportion to total outstandingshares(%)	1.27%

(2) Company stock repurchase status (in process): None
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Proposals

No. 1: (Proposed by the Board)

Cause of action: The 2020 business report and financial statements are submitted for ratification.

Explanation:

(1) The company’s 2020 financial statements have been audited by accountants Yu, Su-Huan and Lin, Yi-Hui fromDeloitte & Touche}(please see Attachment 3, pages 32 to 52 of this handbook) and submitted together with the business report (please see Attachment 1, pages 23 to 27 of this handbook) to the audit committee. An audit report is issued. Please see Attachment 2, page 28 of this handbook.
(2) The above closing statements are submitted for approval.

Resolution:

No. 2: (Proposed by the Board)

Cause of action: The 2020 earnings distribution proposal was submitted for ratification.

Explanation: (1) In accordance with Article 232 of the Company Act and Article 27 of the Articles of Association of the company, the 2020 profit distribution proposal is prepared, with detailed calculations on page 6 of this handbook.
(2) After approval by the shareholders’ meeting, the chairman is authorized to determine the record date, issue date and other relevant matters.
(3) Cash dividend is calculated based on proportional ratio up to NT$1, with the rest rounded down. The sum of fractional numbers below NT$1 is included as other income.
(4) If dividend distribution changes due to subsequent change of outstanding shares, the chairman is authorized to adjust shareholder dividend based on the amount of cash dividend resolved for profit distribution and the actual number of shares outstanding on the record date.

Resolution:

SAMPO CORPORATION

The 2020 Earnings Distribution Statement

Unit: NTD

	Unit: NTD
Item	Amount
Opening undistributed earnings	496,780,349
Recycled special reserve due to initial TIFRS adoption	95,918,101
Confirmed special reserve from reassessment of welfare plan	(9,544,564)
Adjusted undistributed profit	583,153,886
Net profit during this period	1,795,992,499
Provision for legal reserve (10%)	(178,644,794)
Provision for special reserve in accordance with the law	(212,402,463)
Distributor profit for this period	1,988,099,128
Distribution items
Shareholder bonus – cash dividend (382,300,000 shares*$2.5)	(955,750,000)
Undistributed profit at period-end	1,032,349,128

Note: The company’s registered paid-in outstanding shares are 387,200,000 shares. After deduction of employee treasury stock of 4,900,000 shares that are not yet transferred as of 24 March 2021, the company’s outstanding shares for participation of bonus distribution is 382,300,000 shares as of 24 March 2021. If the number of outstanding shares changes subsequently due to repurchase of treasury stock or transfer of employee or cancellation of shares, resulting in the change of shareholder dividend ratio, the chairman is authorized to make adjustments.

Chairman:

Manager:

Accounting Supervisor:

Discussion Items

No. 1: (Proposed by the Board)

Cause of action: The amendments to the “Articles of Incorporation” of the company are hereby submitted for resolutions.

Explanation:

In compliance with applicable provisions of the Company Act and the Securities and Exchange Act and in accordance with actual requirements of the company’s operation, it is proposed to amend certain clauses of the Articles of Association (for clauses before amendment, please refer to Appendix 1 of this handbook, pages 53 to 61)

2 Table of Comparison of New and Old Clauses of “Articles of Association”:

Amended clauses	Original clauses	Reason for amendment
Article 2: The Company operates the following businesses: 1.A102060 Grain Commerce 2.C802090 Manufacture of Cleaning Preparations 3.C805010 Manufacture of Plastic Sheets, Pipes and Tubes 4.C805030 Plastic Daily Necessities Manufacturing 5.C805050 Industrial Plastic Products Manufacturing 6.C805070 Reinforced Plastic Products Manufacturing 7.C805990 Other Plastic Products Manufacturing 8.CA01020 Steel Rolling 9.CA01050 Aluminum Rolling, Drawing, and Extruding 10.CA01130 Copper Rolling, Drawing and Extruding 11.CB01010 Mechanical Equipment Manufacturing 12.CB01020 Office Machines Manufacturing 13.CB01030 Pollution Controlling Equipment Manufacturing 14.CB01071 Frozen and Air- Conditioning Equipment Manufacturing	Article 2: The Company operates the following businesses: 1.A102060 Grain Commerce 2.C802090 Manufacture of Cleaning Preparations 3.C805010 Manufacture of Plastic Sheets, Pipes and Tubes 4.C805030 Plastic Daily Necessities Manufacturing 5.C805050 Industrial Plastic Products Manufacturing 6.C805070 Reinforced Plastic Products Manufacturing 7.C805990 Other Plastic Products Manufacturing 8.CA01020 Steel Rolling 9.CA01050 Aluminum Rolling, Drawing, and Extruding 10.CA01130 Copper Rolling, Drawing and Extruding 11.CB01010 Mechanical Equipment Manufacturing	Addition in accordance with company needs and change of clause number.

Amended clauses	Original clauses	Reason for amendment
15.CB01990Other Machinery Manufacturing 16.CC01010 Manufacture of Power Generation, Transmission and Distribution Machinery 17.CC01030 Electrical Appliances and Audiovisual Electronic Products Manufacturing 18.CC01040 Lighting Equipment Manufacturing 19.CC01060 Wired Communication Equipment and Apparatus Manufacturing 20.CC01070 Telecommunication Equipment and Apparatus Manufacturing 21.CC01080 Electronics Components Manufacturing 22.CC01090 Manufacture of Batteries and Accumulators 23.CC01101 Restrained Telecom Radio Frequency Equipments and Materials Manufacturing 24.CC01110 omputer and Peripheral Equipment Manufacturing 25.CC01120 Data Storage Media Manufacturing and Duplicating 26.CC01990 Other Electrical Engineering and Electronic Machinery Equipment Manufacturing 27.CE01010 General Instrument Manufacturing 28.CE01030 Optical Instruments Manufacturing 29.CE01040 Watches and Clocks Manufacturing 30.CH01030 Stationery Goods Manufacturing 31.CN01010 Furniture and Fixtures Manufacturing 32.CR01010 Fuel Gas Equipments, Materials and Parts Manufacturing 33.CZ99990 Manufacture of Other	12.CB01020Office Machines Manufacturing 13.CB01030 Pollution Controlling Equipment Manufacturing 14.CB01990 Other Machinery Manufacturing 15.CC01010 Manufacture of Power Generation, Transmission and Distribution Machinery 16.CC01030 Electrical Appliances and Audiovisual Electronic Products Manufacturing 17.CC01040 Lighting Equipment Manufacturing 18.CC01060 Wired Communication Equipment and Apparatus Manufacturing 19.CC01070 Telecommunication Equipment and Apparatus Manufacturing 20.CC01080 Electronics Components Manufacturing 21.CC01090 Manufacture of Batteries and Accumulators 22.CC01101 Restrained Telecom Radio Frequency Equipments and Materials Manufacturing 23.CC01110 omputer and Peripheral Equipment Manufacturing 24.CC01120 Data Storage Media Manufacturing and Duplicating 25.CC01990 Other Electrical Engineering and Electronic Machinery

Amended clauses	Amended clauses	Original clauses	Reason for amendment
34.E502010 35.E599010 36.E601010 37.E601020 38.E602011 39.E603050 40.E603080 41.E603090 42.E603130 43.E604010 44.E605010 45.E701010 46.E701020 47.E701030 48.E801070 49.EZ05010 50.EZ06010 51.EZ99990 52.F105050 53.F106020 54.F106060 55.F108031 56.F109070	Industrial Products Not Elsewhere Classified Fuel Catheter Installation Engineering Pipe Lines Construction Electric Appliance Construction Electric Appliance Installation Refrigeration and Air Conditioning Engineering Automatic Control Equipment Engineering Traffic Signs Installation Engineering Lighting Equipments Construction Gas Water Heater Contractors Machinery Installation Computer Equipment Installation Telecommunications Construction Satellite Television KU Channels and Channel C Equipment Installation Restrained Telecom Radio Frequency Equipments and Materials Construction Kitchen and Bath Facilities Construction Instrument and Meters Installation Engineering Traffic Marking Engineering Other Engineering Wholesale of Furniture, Bedding Kitchen Utensils and Fixtures Wholesale of Articles for Daily Use Wholesale of Pet Food and Supplies Wholesale of Medical Devices Wholesale of Culture,	Equipment Manufacturing 26.CE01010 General Instrument Manufacturing 27.CE01030 Optical Instruments Manufacturing 28.CE01040 Watches and Clocks Manufacturing 29.CH01030 Stationery Goods Manufacturing 30.CN01010 Furniture and Fixtures Manufacturing 31.CR01010 Fuel Gas Equipments, Materials and Parts Manufacturing 32.CZ99990 Manufacture of Other Industrial Products Not Elsewhere Classified 33.E502010 Fuel Catheter Installation Engineering 34.E599010 Pipe Lines Construction 35.E601010 Electric Appliance Construction 36.E601020 Electric Appliance Installation 37.E603050 Automatic Control Equipment Engineering 38.E603080 Traffic Signs Installation Engineering 39.E603090 Lighting Equipments Construction 40.E603130 Gas Water Heater Contractors 41.E604010 Machinery Installation 42.E605010 Computer Equipment Installation 43.E701010 Telecommunications Construction 44.E701020 Satellite Television KU Channels and Channel C Equipment

Amended clauses	Original clauses	Reason for amendment
Education, Musical Instruments and Educational Entertainment Supplie 57.F110010 Wholesale of Clocks and Watches 58.F110020 Wholesale of Glasse 59.F113010 Wholesale of Machinery 60.F113020 Wholesale of Household Appliance 61.F113030 Wholesale of Precision Instruments 62.F113050 Wholesale of Computers and Clerical Machinery Equipment 63.F113060 Wholesale of Measuring Instruments 64.F113070 Wholesale of Telecom Instruments 65.F113090 Wholesale of Traffic Sign Equipments and Materials 66.F113100 Wholesale of Pollution Controlling Equipments 67.F113110 Wholesale of Batteries 68.F113990 Wholesale of Other Machinery and Tools 69.F114010 Wholesale of Motor Vehicles 70.F116010 Wholesale of Photographic Equipment 71.F118010 Wholesale of Computer Software 72.F119010 Wholesale of Electronic Materials 73.F199990 Other Wholesale Trad 74.F201010 Retail Sale of Agricultural Products 75.F201020 Retail Sale of Livestock Products 76.F201050 Retail sale of Fishing Tackles 77.F202010 Retail Sale of Feeds 78.F203010 Retail sale of Food Products and Groceries 79.F204110 Retail Sale of Cloths, Garments, Shoes, Hats, Umbrellas and Clothing	Installation 45.E701030 Restrained Telecom Radio Frequency Equipments and Materials Construction 46.E801070 Kitchen and Bath Facilities Construction 47.EZ05010 Instrument and Meters Installation Engineering 48.EZ06010 Traffic Marking Engineering 49.EZ99990 Other Engineering 50.F105050 Wholesale of Furniture, Bedding Kitchen Utensils and Fixtures 51.F106020 Wholesale of Articles for Daily Use 52.F106060 Wholesale of Pet Food and Supplies 53.F108031 Wholesale of Medical Devices 54.F109070 Wholesale of Culture, Education, Musical Instruments and Educational Entertainment Supplie 55.F110010 Wholesale of Clocks and Watches 56.F110020 Wholesale of Glasse 57.F113010 Wholesale of Machinery 58.F113020 Wholesale of Household Appliance 59.F113030 Wholesale of Precision Instruments 60.F113050 Wholesale of Computers and Clerical Machinery Equipment 61.F113060 Wholesale of Measuring Instruments 62.F113070 Wholesale of Telecom

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Amended clauses	Original clauses	Reason for amendment
Accessories 80.F205040 Retail Sale of Furniture, Bedding Kitchen Utensils and Fixtures 81.F206050 Retail Sale of Pet Food and Supplies 82.F206020 Retail Sale of daily commodities 83.F207030 Retail Sale of Cleaning Supplies 84.F208031 Retail Sale of Medical Apparatus 85.F208040 Retail Sale of Cosmeti 86.F209060 Retail Sale of Culture, Education, Musical Instruments and Educational Entertainment Supplies 87.F210010 Retail Sale of Watches and Clocks 88.F210020 Retail Sale of Glasses 89.F213010 Retail Sale of Electrical Appliances 90.F213030 Retail Sale of Computers and Clerical Machinery Equipment 91.F213040 Retail Sale of Precision Instruments 92.F213050 Retail Sale of Metrological Instruments 93.F213060 Retail Sale of Telecommunication Apparatus. 94.F213080 Retail Sale of Other Machinery and Equipment 95.F213090 Retail Sale of Traffic Sign Equipments and Materials 96.F213100 Retail Sale of Pollution Controlling Equipments 97.F213110 Retail Sale of Batteries 98.F213990 Retail Sale of Other Machinery and Tools 99.F214010 Retail Sale of Motor Vehicles 100.F214020 Retail Sale of Motorcycles 101.F214030 Retail Sale of Motor	Instruments 63.F113090 Wholesale of Traffic Sign Equipments and Materials 64.F113100 Wholesale of Pollution Controlling Equipments 65.F113110 Wholesale of Batteries 66.F113990 Wholesale of Other Machinery and Tools 67.F114010 Wholesale of Motor Vehicles 68.F116010 Wholesale of Photographic Equipment 69.F118010 Wholesale of Computer Software 70.F119010 Wholesale of Electronic Materials 71.F199990 Other Wholesale Trad 72.F201010 Retail Sale of Agricultural Products 73.F201020 Retail Sale of Livestock Products 74.F201050 Retail sale of Fishing Tackles 75.F202010 Retail Sale of Feeds 76.F203010 Retail sale of Food Products and Groceries 77.F204110 Retail Sale of Cloths, Garments, Shoes, Hats, Umbrellas and Clothing Accessories 78.F205040 Retail Sale of Furniture, Bedding Kitchen Utensils and Fixtures 79.F206050 Retail Sale of Pet Food and Supplies 80.F206020 Retail Sale of daily commodities 81.F207030 Retail Sale of Cleaning Supplies 82.F208031 Retail Sale of Medical Apparatus

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Amended clauses	Original clauses	Reason for amendment
Vehicle Parts and Motorcycle Parts, Accessories 102.F214040 Retail Sale of Bicycle and Component Parts Thereof 103.F215010 Retail Sale of Jewelry and Precious Metals 104.F216010 Retail Sale of Camera Equipment 105.F218010 Retail Sale of Computer Software 106.F219010 Retail Sale of Electronic Materials 107.F299990 Retail Sale of Other Products 108.F301010 Department Stores 109.F301020 Supermarkets 110.F399010 Convenience Stores 111.F399040 Retail Sale No Storefront 112.F399990 Retail sale of Other Integrated 113.F401010 International Trade 114.F401021 Restrained Telecom Radio Frequency Equipments and Materials Import 115.F501030 Beverage Shops 116.F501060 Restaurants 117.G799990 Other Transportation Support 118.G801010 Warehousing 119.I103060 Management Consulting 120.I301010 Information Software Services 121.I301020 Data Processing Services 122.I301030 Electronic Information Supply Services 123.I401010 General Advertisement Service 124.I501010 Product Designing 125.I599990 Other Designing 126.I199990 Other Consulting Service 127.IZ06010 Tally Packaging 128.IZ99990 Other Industrial and Commercial Services 129.J101010 Buildings Cleaning Service	83.F208040 Retail Sale of Cosmeti 84.F209060 Retail Sale of Culture, Education, Musical Instruments and Educational Entertainment Supplies 85.F210010 Retail Sale of Watches and Clocks 86.F210020 Retail Sale of Glasses 87.F213010 Retail Sale of Electrical Appliances 88.F213030 Retail Sale of Computers and Clerical Machinery Equipment 89.F213040 Retail Sale of Precision Instruments 90.F213050 Retail Sale of Metrological Instruments 91.F213060 Retail Sale of Telecommunication Apparatus. 92.F213080 Retail Sale of Other Machinery and Equipment 93.F213090 Retail Sale of Traffic Sign Equipments and Materials 94.F213100 Retail Sale of Pollution Controlling Equipments 95.F213110 Retail Sale of Batteries 96.F213990 Retail Sale of Other Machinery and Tools 97.F214010 Retail Sale of Motor Vehicles 98.F214020 Retail Sale of Motorcycles 99.F214030 Retail Sale of Motor Vehicle Parts and Motorcycle Parts, Accessories 100.F214040 Retail Sale of Bicycle and

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Amended clauses	Original clauses	Reason for amendment
130.J305010 Audio Publishing 131.J399010 Software Publishing 132.J701090 Video Tape Programs Broadcasting 133.JA01010 Automobile Repair 134.JA02010 Electric Appliance and Electronic Products Repair 135.JA02990 Other Repair 136.JE01010 Rental and Leasing 137.ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.	Component Parts Thereof 101.F215010 Retail Sale of Jewelry and Precious Metals 102.F216010 Retail Sale of Camera Equipment 103.F218010 Retail Sale of Computer Software 104.F219010 Retail Sale of Electronic Materials 105.F299990 Retail Sale of Other Products 106.F301010 Department Stores 107.F301020 Supermarkets 108.F399010 Convenience Stores 109.F399040 Retail Sale No Storefront 110.F399990 Retail sale of Other Integrated 111.F401010 International Trade 112.F401021 Restrained Telecom Radio Frequency Equipments and Materials Import 113.F501030 Beverage Shops 114.F501060 Restaurants 115.G799990 Other Transportation Support 116.G801010 Warehousing 117.I103060 Management Consulting 118.I301010 Information Software Services 119.I301020 Data Processing Services 120.I301030 Electronic Information Supply Services 121.I401010 General Advertisement Service 122.I501010 Product Designing 123.I599990 Other Designing 124.I199990 Other Consulting Service 125.IZ06010 Tally Packaging

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Amended clauses	Original clauses	Reason for amendment
	126.IZ99990 Other Industrial and Commercial Services 127.J101010 Buildings Cleaning Service 128.J305010 Audio Publishing 129.J399010 Software Publishing 130.J701090 Video Tape Programs Broadcasting 131.JA01010 Automobile Repair 132.JA02010 Electric Appliance and Electronic Products Repair 133.JA02990 Other Repair 134.JE01010 Rental and Leasing 135.ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
Article 2-2 The total amount of investment by the Company is not subject to the restriction of 40% of paid-in capital under Article 13 of the Company Act.	Article 2-2 The total amount of investment by the Company is not subject to the restriction of 40% of paid-in capital under Article 13,Paragraph 1of the Company Act.	Amendment in accordance with the legislation.
Article 4 Public announcements of the Company shall be duly made in accordance with Article 28 of the Company Act.	Article 4 (Deleted)	Amendment in accordance with the legislation.
Article 6 The Company’s stock shares are ordered.The Company is exempted from printing certificates for the shares issued; but the centralized securities depository institution should be contacted for registration or custody, same for the issuance of other securities.	Article 6 All of the company’s shares are in the registered form, andissued after affixation of signatures or seals of at least 3 directors, numbering and certification. After the company issues share certificates publicly, share certificates may be printed in a consolidated manner for the total number of shares issued upon new issuance. The printing of share certificates may also be waived.	Amendment in accordance with the legislation.
Article 8	Article 8	Amendment in

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Amended clauses	Original clauses	Reason for amendment
The changes in the company’s shareholder registry shall not be madewithin 60 days prior to the regular shareholders meeting, 30 days prior to the extraordinary shareholders meeting, or 5 days prior to the base date for the distribution of dividends, bonuses, or other benefits decided by the company.	Share transferregistration is suspended during a period of 60 days before an annual meeting of shareholders, 30 days before an extraordinary meeting of shareholders and 5 days before the record date for distribution of dividend, bonus or other interest determined by the company.	accordance with the legislation.
Article 9 Meetings of shareholders of the company are divided into annual meetings and extraordinary meetings. The regular shareholders meeting shall be convenedby the board of directors lawfullyat least once a year within 6 months after the fiscal year. An extraordinary shareholders meeting shall be convened when necessary.Where necessary, the meeting of the holders of preferred shares may be convened under the applicable legal rules.	Article 9 Meetings of shareholders of the company are divided into annual meetings and extraordinary meetings. General meetings are convened at least once every year within 6 months from the end of each accounting year. Extraordinary meetings are convened by the board of directors in accordance with the law as required.	Amendment in accordance with the legislation.
Article 11 Any shareholder who cannot attend a shareholders’ meeting may issue a proxy by the for each shareholders’ meeting, specifying the scope of authorization, to designate a representative to attend the meeting.	Article 11 Any shareholder who cannot attend a shareholders’ meeting may issue a proxyprintedby thecompany for each shareholders’ meeting, specifying the scope of authorization, to designate a representative to attend the meeting.	Amendment in accordance with the legislation.
Article 13 Unless otherwise provided forin the relevant law and regulations,resolutions of the shareholders meeting shall be adopted by a majority of the shareholders at a meeting attended by a majority of the shareholders.	Article 13 Unless otherwise provided by the Company Act, shareholder resolutions shall be approved by shareholders representing the majority of voting rights in a meeting that is attended by shareholders representing the majority of total number of shares.	Amendment in accordance with the legislation.
Article 17 The Company has 7 to 9 directors, among which at least 3 shall be independent directors (and at least 1 independent director shall possess accounting or financial expertise). The number of independent directors shall represent at least 1/5 of board seats. The election of directors is with the candidate nomination system adopted as stipulated inArticle 192- 1 of the Company Act. The matters related to nomination acceptance and announcement of the director candidates shall be handled in accordance with the	Article 17 The Company has 7 to 9 directors, among which at least 3 shall be independent directors (and at least 1 independent director shall possess accounting or financial expertise). The number of independent directors shall represent at least 1/5 of board seats. Independent directors are elected under candidate nomination system and are elected by shareholders’ meeting from a list of candidates of independentdirectors. Regulations governing the professional	Amendment in accordance with the legislation.

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Amended clauses	Original clauses	Reason for amendment
Company Act and Securities and Exchange Act. The Company has an “audit committee” in accordance with Article 14-4 of the Securities and Exchange Act, which is composed of all independent directors. Directors are elected under single nominal accumulated voting system. Each share is entitled to the same number of votes as the number of directors to be elected and may be cast for one single or multiple persons. The persons who receive the ballots that represent the most votes shall be elected as directors. The election of independent directors shall take place at the same time as non-independent directors and the number of elected directors shall be calculated separately.	qualifications, restrictions on shareholdings and concurrent positions held, method of nomination and election, and other matters for compliance with respect to independent directors shall be prescribed by the competent authority in charge of securities. The Company has an “audit committee” in accordance with Article 14-4 of the Securities and Exchange Act, which is composed of all independent directors. Directors are elected under single nominal accumulated voting system. Each share is entitled to the same number of votes as the number of directors to be elected and may be cast for one single or multiple persons. The persons who receive the ballots that represent the most votes shall be elected as directors. The election of independent directors shall take place at the same time as non-independent directors and the number of elected directors shall be calculated separately.
Article 33 The 56thamendment to the Articles of Incorporation was made on June 16, 2014. The 57thamendment was made on June 15, 2015. The 58thamendment was made on June 15, 2016. The 59thamendment was made on June 15, 2017. The 60th amendment was made on June 19, 2019. The 61stamendment was made on June 16, 2021 that will take effect after the resolution is reached in the shareholders meeting.	Article 33 These Articles of Association were… The 56thamendment was made on 16 June 2014. The 57thamendment was made on 15 June 2015. The 58th amendment was made on 15 June 2016. The 59thamendment was made on 15 June 2017. The 60thamendment was made on 19 June 2019, taking effect after approval by the shareholders’ meeting.	Corresponding amendment.

Resolution:

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No. 2: (Proposed by the Board)

Proposal: The amendments to the “Rules of Procedures for Shareholders' Meetings” of the company are submitted for resolution.

Explanation: (1) It is proposed to have amendments made to the “Rules of Procedures for Shareholders’ Meeting” (please refer to Appendix 3 on page 66 - 67 of this Handbook for the clause before amendments made) in order to comply with the relevant provisions of the Company Act and the Securities and Exchange Act, and to meet the actual needs of the company's operations.
(2) Table of Comparison of New and Old Clauses of Rules of Procedure for Shareholders’ Meetings:

Amended clauses	Original clauses	Reason for amendment
Passed in the 2021 regular shareholders meeting onJune 16, 2021.	Passed in the 2020 regular shareholders meeting on June 12, 2020.	Date of amendment added
Article 4 The chairman shall call the meeting to order when the shareholders present representing more than half of the total issued shares;also, the chairman shall announce the relevant information, such as, the number of non-voting rights and the number of shares represented by the shareholders present. In the event the total number of shares represented by the shareholders present at a shareholders meeting is under the mandatory quorum the chairman may announce to have the meeting postponed for 2 times (20 minutes for the 1stpostponement and 10 minutes for the 2ndpostponement). However, if the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, Paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within one month. Before the end of the meeting, if the number of shares represented by the	Article 4 The chairman shall call the meeting to order when the shareholders present representing more than half of the total issued shares. In the event the total number of shares represented by the shareholders present at a shareholders meeting is under the mandatory quorum the chairman may announce to have the meeting postponed for 2 times (20 minutes for the 1st postponement and 10 minutes for the 2ndpostponement). However, if the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, Paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another	Comply with the law and regulations.

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Amended clauses	Original clauses	Reason for amendment
Passed in the 2021 regular shareholders meeting onJune 16, 2021.	Passed in the 2020 regular shareholders meeting on June 12, 2020.	Date of amendment added
attending shareholders reaches the majority of all outstanding shares, the chair may submit the provisional resolution to the shareholders’ meeting for voting again in accordance with Article 174 of the Company Act.	shareholders meeting shall be convened within one month. Before the end of the meeting, if the number of shares represented by the attending shareholders reaches the majority of all outstanding shares, the chair may submit the provisional resolution to the shareholders’ meeting for voting again in accordance with Article 174 of the Company Act.
Article 10 Except as otherwise provided in the Company Act and in the Company’s articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of voting, the chair or a person designatedbythe chair shall first announce the total number of voting rights represented by the attending shareholders for each proposal, followed by a poll of the shareholders. The number of votes for and against each proposal and the waiver should be announced on the MOPS upon the conclusion of the shareholders meeting.	Article 10 Except as otherwise provided in the Company Act and in the Company’s articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of voting, the chair or a person designatedby the chair shall first announce the total number of voting rights representedby the attending shareholders for each proposal, followed by a poll of the shareholders. The number of votes for and against each proposal and the waiver should be announced on the MOPS upon the conclusion of the shareholders meeting.	Comply with the law and regulations.

Resolution:

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No. 3: (Proposed by board of directors)

Proposal: Amendment to the “Procedures for Election of Directors” and change of title.

Explanation: (1) In accordance with the provisions of the Company Act and the Securities and Exchange Act about corporate governance, it is proposed to amend the clauses of the Procedures for Election of Directors.
(2) In accordance with Article 192-1 of the Company Act and Article 5 of the “Procedures for Election of Directors”, the directors of the company are elected under the candidate nomination system.
(3) At the time when the “Procedures for Election of Directors” established by the company is approved by the annual meeting of shareholders, the outdated “Procedures for Election of Directors” is abolished.

Resolution:

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No. 4: (proposed by board of directors)

Proposal: Release of competition restrictions for directors and representatives.

Explanation: (1) In accordance with Article 209 of the Company Act, when a director engages in any act for him/herself or for any other person within the scope of business of the company, an explanation about the key points of the act shall be provided to the shareholders’ meeting and an approval shall be acquired.
(2) Certain directors of the company invest or operates other companies with the same or similar scope of business as the company and serve as their directors. The shareholders’ meeting is asked to grant approval for the release of competition restrictions on newly elected directors and their representatives.

Release of director competition restriction

elected directors and their representatives.	elected directors and their representatives.	elected directors and their representatives.	elected directors and their representatives.
Release of director competition restriction
By identity	Name	Job positions	Main scope of business
Director	Chen Mao-Bang Industry and Commerce Development Foundation Representative: CHEN, SHENG-TIEN	1. Chairman of RECHI PRECISION CO., LTD. 2. Chairman of RECHI INVESTMENTS CO., LTD. 3. Chairman of Rechi Holdings Co., Ltd 4. Chairman of AMIGO LOGISTICS CORPORATION 5. Chairman of SAMPO JAPAN INC. 6. Chairman of SAMPO International Food Service Co., Ltd.	Manufacture of compressors Investment business Investment business, sale and purchase of compressors and parts/components Warehousing, logistics Sale of home appliance and electronic products Food and beverage
Director	Chen Zhang Xiu Ju Culture and Education Foundation Representative: Hsu, Ching- Chao	1. Director of AMIGO LOGISTICS CORPORATION 2. Director of NISSIN GLOBAL LOGISTICS (TAIWAN) CO., LTD.	Warehousing, logistics Warehousing, logistics
Independent Director	Chian Chen- Rong	1. Chairman of ISTRON INTERNATIONAL CO., LTD.	International Trade To engage in research &

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		2. Chairman of SMART BIOTECHNOLOGY CO., LTD. 3. Chairman of TAIWAN- ASAHI ENVIRONMENTAL TECHNOLOGY CO., LTD. 4. Chairman of DIAMOND TECHNICAL & TRADING CORP. 5. Independent Director of CHERNAN METAL INDUSTRIAL CORP. 6. Independent Director of FIT HOLDING CO., LTD. 7. Independent Director Audit Committee member, and Remuneration Committee member of ALPHA NETWORKS INC.( QISDA GROUP) 8. DEPARTMENT OF AEROSPACE ENGINEERING, TAMKANG UNIVERSITY and Professor-level professional and technical personnel	development, assembly, agency, distribution and trading of testing instruments and the parts & components thereof To conduct environmental testing & inspection Pollution Controlling Equipment Manufacturing Manufacture of Metal Structure and Architectural Components Investment Medical Devices Manufacturing

Resolution:

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Questions and Motions

Adjournment of meeting

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Attachment 1

Business Report

The world was severely affected by the COVID-19 pandemic and economic recession in 2020. The pandemic in Taiwan was properly controlled and the domestic market demand was with a stable momentum, added with the relevant stimuli measures provided by the government and the retaliatory consumption booms, resulting in home appliance sales growth. The company’s product sales are satisfactory owing to the proper internal resource integration and sales strategies. Also, the gains from the investment in other industries and the profits from the disposal of assets have helped make the overall operating income and profits better than expected.

SAMPO CORPORATION focuses not only on sales performance but also on developing brands and consumers in various ways to help make the brand name well-known. In addition to receiving the Golden Merchant Awards this year, which is the highest honor in Taiwan’s business community, the company has not forgotten the benevolent spirit of the founder, Mr. Chen, Maobang, that is, “feedback to the society,” and continues to promote charity activities. The 2020 business operation and the 2021 business plan are as follows:

I. Business result in 2020

(1) Implementation of operational plan:

The company’s consolidated operating income was NT$767,002 million in 2020, an increase of 7.8% from the year of 2019. The consolidated operating net income was NT$52,731 million, an increase of NT$22,951 million from the year of 2019.The consolidated net income was NT$183,600 million, an increase of NT$106,314 million from the year of 2019.

(2) Financial income and expenditure analysis:

The net cash inflow from the consolidated operating activities in 2020 was NT$37,724 million, the net cash inflow from investing activities was NT$122,222 million, and the net cash outflow from financing activities was NT$192,789 million. The ending cash and cash equivalents decreased by NT$33,049 million, and the balance of cash and cash equivalents wasNT$83,405 million.

(3) Profitability analysis:

Profitabilityanalysis:
Item	2020	2019
Return on consolidated assets	14.83%	6.46%
Return on consolidated shareholders’equity	24.67%	11.69%
Consolidated net profit ratio	23.94%	10.86%
Consolidated earningsper share	NT$4.86/share	NT$2.00/share

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(4) Research and development:

The company invested NT$9,932 million in consolidated research and development for the year of 2020. The company continued to conduct product research and development for an integrated design, such as, frequency conversion technology, sterilization technology, energy saving and carbon reduction, and the Internet of Things (IoT) for smart home appliances. Continue the innovation of products and technologies, such as, NANO-TI aurora titanium antibacterial refrigerator, Pico pure Nano water ion washing machine, smart inverter air conditioner, and quantum dot QLED display, etc.

The company had outperformed other local branding companies in Taiwan last year and was awarded with the “2020 Reader’s Digest Trusted Brands” three gold awards in the home appliance category (the “Sampo Washing Machine” and “Oven, Microwave” were awarded for two consecutive years). The “Sampo Big/Fresh Refrigerator” was awarded for the first time this year. The company intends to research, develop, and manufacture more MIT products to meet the needs of consumers.

II. Summary of business plan in 2021

(1) Operating strategy:
SAMPO CORPORATION was incorporated in 1936 for the production and service of digital home appliance, and is committed to the research and development of high-quality and high-tech home appliances. At the same time, integrates marketing, logistics, after-sales service, and e- commerce platforms to provide consumers with one-stop service and to become the leading brand in Taiwan’s home appliance market.

SAMPO makes “sincerity,“ “team,“ and “innovation” its core value and truly believes that “talents” are the key to the sustainable operation of an enterprise. Base on the spirit of “humanity” to treat employees with sincerity and care, to form loyalty to the organization, and to create a harmonious working environment with harmonious labor-management relations.

(2) Expected sales volume:

The introduction of new products and a diversified sales model are the key to the sales growth of the company. In terms of products, the company believes in introducing innovative technology, popular cosmetic design, and tailor-made home appliances for Taiwanese consumers. Under the influence of the pandemic, consumers are becoming aware of home environment and health; therefore, the demand for clean and healthy home appliances is increasing significantly, which will also help increase the sales volume in the future.

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The sales model is favorable to the young people. More comprehensive integrated marketing, such as, proprietary online sales, informercial programs, heterogeneous advertising cooperation, and experience sharing and recommendation, will successfully attract consumers’ attention, increase sales momentum, and promote overall sales performance to grow.

(3) Important production and marketing policies:

The core competence of SAMPO is to stay “close to the market.” The completion of the Tainan plant allows Sampo to uphold the spirit of focusing more on “MIT” local operation, from product research and development, design and production, transportation and logistics, installation services, etc., and to provide a total solution starting from fulfilling local demands. The investment in new plants, new equipment and new products helps accelerate the balance of supplies and services to the North-South distributors, provide a faster and more complete sales network, and have SAMPO’s products distributed across Taiwan. Current market demand is constantly diversified and fragmented. The company exercises its transformation ability to meet market demand differentiation in products and services. In terms of product innovation, observer market changes, adjust the pace of promoting product innovation and brand rejuvenation, and extend brand loyalty. In terms of sales channels, actively assists distributors to change and grow; also, expands other physical channels and virtual e-commerce platforms, fast-growing micro-channels, diversified marketing methods, and other sales channels.

(4) The influence of the external competition environment, the legal environment, and the macroeconomic environment:
External competition environment: The third brand has been taking up market share in Taiwan with a very low price in the recent years, and major Chinese manufacturers, such as, Midea and Gree, have also actively participated in market competition. While facing severe external challenges, the company, on one hand, is more actively seeking external cooperation channels with the intention of jointly forming a national air-conditioning team in order to jointly develop a new generation of air-conditioning products. Actively acquire the resources related to the government’s policies of supporting local enterprises in order to strengthen the competitiveness of SAMPO’s air-conditioning business.

On the other hand, SAMPO continues to develop market in Taiwan that is different from the practice of competitors by increasing outsourcing to reduce costs. The completion of the Tainan factory that cost the company’s hundreds of millions of dollars is officially

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in service this year with new manufacturing equipment invested, production efficiency improved, and high value-added home appliances developed specially for Taiwan continuously.

Regulatory environment: The stimuli check campaign and goods tax relief and subsidies program were officially launched in the second half of the last year. SAMPO also responded to the government’s stimuli check policy with a lot of resources invested in publicity so to enhance consumer’s buying power with many activities arranged. The government urges the public to save power consumption that will continue to drive the rapid growth of energy-saving home appliances.
Macroeconomic environment: The industry in Taiwan was seriously affected by the outbreak of COVID-19 pandemic last year. Fortunately, the demand for the air-conditioner and pandemic-related products of the home appliance industry was fueled by hot weather and the launch of stimuli checks. The sales major home appliances brands increased significantly from the same period of last year. Although the COVID-19 pandemic remains severe worldwide, the relation of Sino-USA under the Biden administration is easing up along with the successful development of the vaccine. The economic activities in Taiwan continue to be active, and the domestic market remains promising under the precondition of no global traveling in the near future.
(5) The company’s future development strategy:
Deepen the development of distributors and form loyalty: SAMPO and its distribution partners are a “unity” and an alliance. The company is able to generate more profits and expand market share only by continuing to work hard and grow together with distribution partners.
The Tainan plant starts production and improves operational efficiency: The Tainan plant is fully constructed, so the company will actively deploy production line relocation to balance north-south distribution services. The company has demonstrated its determination to operate with the deployment of production lines. At present, more than 90% of Sampo washing machines and refrigerators are awarded with the MIT Smile Mark. The “Made in Taiwan” effort demonstrates our commitments to quality, technology, and speed that provide more protections to consumers and distribution systems.
Grasp business opportunities and increase product values: The raw materials costs and sea and air freight charges have increased significantly since last year; therefore, all home appliances makers
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have been under the pressure of high costs. The price increase of commodities in this year is observable. Facing the price increase of international raw materials and freight, SAMPO will use its advantage in manufacturing to increase the value of products to feedback to consumers.

Develop market opportunities and improve company performance: The company uses SAP ERP system to fully promote the company’s digital transformation, hoping to create a high-efficiency and intelligent operation model in order to effectively improve personnel efficiency and decision-making quality. The company will continue to uphold the core values of “brand,” “access,” and “service” to integrate the Group’s resources and distribution channels, to deepen the domestic market, and develop new blue ocean strategic business opportunities. This is our opportunity to make SAMPO great again.

Although there remain many crises and variables in operation this year, the company continues to uphold a positive and optimistic attitude to work together conquering the difficulties and developing Taiwan in-depth and feedback to this beautiful place with love and care. Develop the science and technology park, logistics, catering, and senior citizen home along with the construction of the corporate headquarters to complete the business territory. SAMPO aims to gradually achieve the goal of “leading the trend of home appliances and creating new trend for the industry” and truly achieve the goal of “2021, No. 1 in Taiwan” in order to live up to the expectations of all employees and investors.

Chairman of the Chen Mao-Bang

Industry and Commerce Development Foundation Representative: Chen, Sheng-Tien

President: Hsu, Ching-Chao

Accounting Supervisor: Chiang, Chuan-Tien

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Attachment 2

Audit Committee’s Audit Report

Approved

The board of directors had prepared the company’s 2020 business report, financial statements, and earnings distribution proposal. Also, the financial statements were audited by CPA Yu, Su-Huan and CPA Lin, YiHui of Deloitte & Touche with an independent auditor’s report issued.

The aforementioned business report, financial statements, and earnings distribution proposals were reviewed by the Audit Committee without any nonconformity identified; also, they are hereby presented for inspection according to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.

2021 Regular Shareholders’ meeting

Convener of the Audit Committee: Chian, Chen-Rong

March 26, 2021

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Attachment 3

Independent Auditor’s Report

To SAMPO CORPORATION:

Auditor’s opinions

We have audited the consolidated balance sheet of SAMPO CORPORATION and its subsidiaries as of December 31, 2020 and 2019, and the consolidated comprehensive income statements, consolidated statement of changes in shareholders’ equity, consolidated statements of cash flows, and notes to the consolidated financial statements (including significant accounting policies) for the years then ended.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the SAMPO Group as at December 31, 2020 and 2019, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.

Basis of an audit opinion

We concluded our 2020 audits in accordance with the regulations governing auditing and attestation of financial statements by certified public accountants and generally accepted auditing standards. We concluded our 2019 audits in accordance with the regulations governing auditing and attestation of financial statements by certified public accountants, Financial Supervisor Commission’s letter Jing-Guan-Zheng-Shen-Zi No. 1090360805 dated 25 February, 2020, and generally accepted auditing standards. Our responsibilities under those standards are further described in the responsibilities of auditors for the audit of the consolidated financial statements. We are independent of SAMPO GROUP in accordance with the Code of Professional Ethics for Certified Public Accountants, and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that our audit provides a reasonable basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the 2020 consolidated financial statements of SAMPO GROUP. These matters were addressed in the content of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on those matters.

Key audit matters of the 2020 consolidated financial statements of SAMPO CORPORATION and its subsidiaries are as follows:

Key Audit Matter: Authenticity of sales to hypermarket channels

For 2020, SAMPO CORPORATION’s and its subsidiaries’ revenues from sales to major hypermarkets is a key indicator used by management to evaluate business performance, and the effect of the recognition of related revenues on the financial statements is material. Therefore, we have determined that the recognition of the aforementioned operating revenues is a key audit matter and the related accounting policies are described in Note 4(15) to the consolidated financial statements.

Our auditing procedures with respect to the above matter are as follows:

Understood, evaluated and tested the effectiveness of the design and implementation of the internal control system related to revenue recognition.
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In order to confirm the authenticity of the revenue, we obtained the sales revenue details of the hypermarket channel in 2020, sampled and verified original sales orders, shipping documents and invoices of the relevant transactions, and reconciled them with the recorded amounts in the accounting books.
Obtained the details of sales returns and discounts for the subsequent period from the hypermarket channel, sampled and verified the relevant certificates of sales returns and discounts, and examined the reasonableness of the returns and discounts.

Other Matters

We have also audited the individual financial statements of SAMPO CORPORATION as of and for the year ended December 31, 2020 and 2019 on which we have issued an unqualified opinion.

Responsibilities of Management and Those in Charge with Governance of the Sale or Contribution of Assets between an Investor and its Affiliate or Joint Venture

The responsibility of management is to prepare fairly presented consolidated financial statements in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reports Standards, International Accounting Standards interpretations, and announcements of interpretations recognized and published by the Financial Supervisory Commission and maintain necessary internal control related to the preparation of consolidation of financial statements in order to ensure the material misstatement caused by fraud or error does not exist in the consolidated financial statements.

In preparing the consolidated financial statements, the management is also responsible for assessing the ability of SAMPO GROUP as a going concern, disclosing as applicable, matters related to a going concern and using the going concern basis of accounting. Unless the management either intends to liquidate SAMPO GROUP or to cease operations, or has no other realistic alternative but to do so.

Those in charge of governance (including the Auditing Committee) are responsible for overseeing the reporting process of the financial statements of SAMPO GROUP.

Auditor’s Responsibilities for the Audit of the Sale or Contribution of Assets between an Investor and its Affiliate or Joint Venture

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 and auditor’s report. Reasonable assurance is a high level of assurance, but is not a guarantee that and audit conducted in accordance with the accounting principles generally accepted in the Republic of China will always detect a material misstatement when it exists. Material misstatement could arise from fraud or errors. If fraud or errors are considered materials, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

The independent auditors when conducting the audit in accordance with generally accepted auditing standards shall exercise professional judgment and maintain professional suspicion. The independent auditors also perform the following tasks:

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design, and perform audit procedures responsive risks, and obtain evidence that is sufficient and appropriate to provide a basis of our opinion. Fraud may involve conspiracy, forgery, deliberate omission, false declaration, or violation of internal control; therefore, the risk of material misstatement arising from fraud is higher than that caused by error.
Obtain an understanding of internal control relevant to the audit in order to design audit
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procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control effective in SAMPO GROUP.

Assess the appropriateness of the accounting policies adopted by the management and the reasonableness of the accounting estimates and related disclosures made.
Conclude the appropriateness of the use of the going concern basis of accounting by the management, and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on SAMPO GROUP to continue as a going concern. If we conclude 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 disclosure are inappropriate, to modify our opinion. The conclusion of the independent auditors is based on the audit evidence obtained as of the audit report date. However, future events or conditions may cause SAMPO GROUP to cease as a going concern.
Evaluate the overall presentation, structure, and content of the consolidated statements, including related notes, whether the consolidated statements represent the underlying transactions and events in a matter that achieves fair presentation.
Obtain sufficient and appropriate audit evidence on the financial information of business entities within the Group in order to express an opinion on the consolidated financial statements. The independent auditor is responsible for guiding, supervising, and implementing the audit of the Group; also, is responsible for forming an opinion on the audit of the Group.

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

We also provide those in charge of 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 in charge of governance, we determine those matters that were of most significance in the audit of the 2020 consolidated financial statements of SAMPO GROUP and are therefore the key audit matters. The independent auditors shall state the key audit matters in the audit report except for the specific matters prohibited from being disclosed by law and regulations, or, in rare cases, where the independent auditor decides not to have specific matters communicated in the audit report since the negative effect of such disclosure can be reasonably expected to be greater than the increase of public interest.

Deloitte & Touche CPA Yu, Su-Huan

CPA: Lin, Yi-Hui

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

Financial Supervisory Commission approval no. Jin-Guan-Zheng-Liu-Zi No.: 0940161384

March 29, 2021

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SAMPO CORPORATION and Subsidiaries

Consolidated balance sheet

December 31, 2020 and 2019

Code 1100 1136 1150 1160 1170 1180 1200 1210 1220 130X 1479 11XX 1517 1535 1550 1600 1755 1760 1780 1840 1920 1990 15XX	Assets Current assets Cash and cash equivalents (Note 6) Financial assets at amortized cost - current (Note 7) Notes receivable, net (Note 9) Notes receivable - related parties, net (Notes 9 and 29) Accounts receivable, net (Note 9) Accounts receivable - related parties, net (Notes 9 and 29) Other receivables (Note 9) Other receivables - related parties (Notes 9 and 29) Current tax assets (Note 24) Inventory (Note 10) Other current assets (Note 16) Total current assets Non-current assets The financial assets measured for the fair values through other comprehensive income- non- current (Note 8) Financial assets based on cost after amortization- Non-current (Note 7) Investments accounted for using equity method (Note 12) Property, plant and equipment (Note 13) Right-of-use asset (Note 14) Investment Property (Note 15) Intangible assets Deferred tax assets (Note 24) Refundable deposits Other non-current assets (Note 16) Total non-current assets		December31,2020 Amount ％ $ 834,049 7 322,053 2 113,415 1 - - 454,261 4 5,247 - 13,368 - 1 - 490 - 1,381,334 11 424,193 3 3,548,411 28 425,208 3 27,000 - 2,843,169 23 4,883,232 39 250,474 2 359,691 3 67,968 1 160,772 1 30,690 - 18,194 - 9,066,398 72	December31,2020 Amount ％ $ 834,049 7 322,053 2 113,415 1 - - 454,261 4 5,247 - 13,368 - 1 - 490 - 1,381,334 11 424,193 3 3,548,411 28 425,208 3 27,000 - 2,843,169 23 4,883,232 39 250,474 2 359,691 3 67,968 1 160,772 1 30,690 - 18,194 - 9,066,398 72		December31,2019	December31,2019	December31,2019
			Amount $ 834,049 322,053 113,415 - 454,261 5,247 13,368 1 490 1,381,334 424,193 3,548,411 425,208 27,000 2,843,169 4,883,232 250,474 359,691 67,968 160,772 30,690 18,194 9,066,398			Amount $ 1,164,536 249,467 107,906 4 502,806 955 14,395 26 493 1,295,605 289,488 3,625,681 521,384 27,000 2,584,292 4,773,614 257,587 307,056 83,853 144,621 62,198 18,923 8,780,528		％
								9 2 1 - 4 - - - - 11 2 29 4 - 21 39 2 2 1 1 1 - 71

1XXX Total assets

$ 12,614,809 100 $ 12,406,209 100

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Code 2100 2110 2150 2160 2170 2180 2219 2220 2230 2250 2280 2320 2399 21XX 2540 2550 2570 2580 2640 2670 25XX 2XXX 3110 3200 3310 3320 3350 3300 3400 3500 31XX 36XX 3XXX	Liabilities and equity Current liabilities Short-term borrowings (Note 17) Short-term notes and bills payable (Note 17) Notes payable Notes payable -related party (Note 29) Accounts payable Accounts payable - related parties (Note 29) Other payables (Note 18) Other payables - related parties (Note 29) Current tax liabilities (Note 24) Provisions - current (Note 19) lease liabilities - current (Note 14) Long-term loans due within one year or one business cycle (Note 17) Other current liabilities (Note 18) Total current liabilities Non-current liabilities Long-term borrowings (Note 17) Provisions - Non-current (Note 19) Deferred tax liabilities (Note 24) Lease liabilities - Non-current (Note 14) Net defined benefit liability - Non-current (Note 20) Other non-current liabilities Total non-current liabilities Total liabilities Equity of the parent company (Note 21) Common stock capital Additional paid-in capital Retained earnings Statutory reserves Special reserve undistributed earnings Total retained earnings Other equity Treasury shares Total equity of the parent company Non-controlling interests Total equity Total Liabilities and Equity		December31,2020 Amount % $ - - - - 189,950 1 - - 655,956 5 2,690 - 528,811 4 31 - 97,865 1 72,845 1 111,325 1 - - 349,807 3 2,009,280 16 900,000 7 106,481 1 874,801 7 182,223 2 403,477 3 44,476 - 2,511,458 20 4,520,738 36 3,872,000 31 171,699 1 485,157 4 1,592,788 12 2,379,146 19 4,457,091 35 142,666) ( 1 ) 592,827) ( 5 ) 7,765,297 61 328,774 3 8,094,071 64 $ 12,614,809 100	December31,2020 Amount % $ - - - - 189,950 1 - - 655,956 5 2,690 - 528,811 4 31 - 97,865 1 72,845 1 111,325 1 - - 349,807 3 2,009,280 16 900,000 7 106,481 1 874,801 7 182,223 2 403,477 3 44,476 - 2,511,458 20 4,520,738 36 3,872,000 31 171,699 1 485,157 4 1,592,788 12 2,379,146 19 4,457,091 35 142,666) ( 1 ) 592,827) ( 5 ) 7,765,297 61 328,774 3 8,094,071 64 $ 12,614,809 100		Unit: NT$ thousand December31,2019	Unit: NT$ thousand December31,2019	Unit: NT$ thousand December31,2019
			Amount $ - - 189,950 - 655,956 2,690 528,811 31 97,865 72,845 111,325 - 349,807 2,009,280 900,000 106,481 874,801 182,223 403,477 44,476 2,511,458 4,520,738 3,872,000 171,699 485,157 1,592,788 2,379,146 4,457,091 142,666) 592,827) 7,765,297 328,774 8,094,071 $ 12,614,809			Amount $ 60,000 489,785 212,971 782 496,465 65 445,042 - 16,173 69,589 58,215 575,000 359,178 2,783,265 1,050,000 106,390 965,922 202,292 444,838 65,110 2,834,552 5,617,817 3,872,000 151,374 411,261 1,688,706 1,141,276 3,241,243 170,475) 608,807) 6,485,335 303,057 6,788,392 $ 12,406,209		%
		( (		( (	( (		( (	- 4 2 - 4 - 4 - - - - 5 3 22 8 1 8 2 4 - 23 45 31 1 3 14 9 26 1 ) 5 ) 52 3 55 100

The notes attached shall constitute an integral part of this Consolidated financial statement.

Chairman: Chen Mao-Bang Industry and Commerce Development Foundation

Managerial officer: Hsu, Ching-Chao

Accounting officer: Chiang, Chuan-Tien

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SAMPO CORPORATION and Subsidiaries

Consolidated Income Statement

January 1 to December 31, 2020 and 2019

Unit: NTD thousands, except Earnings Per Share (NTD)

Code Operating revenues 4100 Sales revenues 4600 Service revenues 4800 Other operating revenues 4000 Total operating revenues Operating costs 5110 Cost of sales 5600 Labor service cost 5800 Other operating costs 5000 Total operating costs 5900 Gross profits Operating expenses 6100 Marketing expenses 6200 Administrative expenses 6300 Research and development expenses 6450 Expected credit impairment loss (gain) 6000 Total operating expenses 6900 Net Operating profits Non-operating income and expenses 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Financial costs 7060 Share of profit or loss of affiliated companies accounted for using the equity method 7000 Total non-operating income and expenses 7900 Net profits before tax 7950 Income tax expense (Note 24) 8200 Net profits for the year (Continued on next page)		2020		% 87 13 - 100 70 12 - 82 18 5 5 1 - 11 7 - 1 17 - 2 20 27 3) 24		2019
								%
			(					87 12 1 100 73 11 - 84 16 6 4 2 - 12 4 - 1 4 - 2 7 11 - 11

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(Continued from previous page)

(Continued from previous page)
Code Other comprehensive income 8310 The items that are not re- classified as profit or loss 8311 Remeasurement of defined benefit plan 8316 Unrealized gains or losses on investments in equity instruments measured at fair value through other comprehensive income 8330 Share of other comprehensive income of affiliates accounted for under equity method 8349 Incomes tax related to titles not subject to reclassification 8360 Items that may be re-classified subsequently under profit or loss 8361 Exchange differences on translation of financial statements of foreign operations 8370 Share of other comprehensive income of affiliates accounted for under equity method 8300 Other comprehensive income of the current year (net amount after taxation) 8500 Total amount of comprehensive income of the current year Profit attributable to: 8610 Shareholders of parent company 8620 Non-controlling interest net profits 8600 The total comprehensive income belongs to 8710 Owners of parent 8720 Non-controlling interests 8700 EPS (Note 25) 9710 Basic 9810 Diluted		2020		% - 1 ) 1 - - - - - - 24 23 1 24 24 - 24		2019
		Amount $ 8,430 ) 96,176 ) 94,984 600) 10,222) 2,276 ) 31,708 29,432 19,210 $ 1,855,205 $ 1,795,993 40,002 $ 1,835,995 $ 1,814,257 40,948 $ 1,855,205 $ 4.86 $ 4.82				Amount $ 34,556 ) 159,056 5,669 1,086 131,255 50,520 98,404) 47,884) 83,371 $ 856,233 $ 738,963 33,899 $ 772,862 $ 824,399 31,834 $ 856,233 $ 2.00 $ 2.00		%
	( ( ( ( (		(		( ( (		( (	- 2 - - 2 1 2) 1) 1 12 10 1 11 12 - 12

The notes attached shall constitute an integral part of this Consolidated financial statement.

Chairman: Chen Mao-Bang Industry and Commerce Development Foundation

Managerial officer: Accounting officer: Hsu, Ching-Chao Chiang, Chuan-Tien

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SAMPO CORPORATION and Subsidiaries

Consolidated Statements of Changes in Shareholders’ Equity

January 1 to December 31, 2020 and 2019

	Belonging to	the company
Shares 387,200 - - - - - - - - - - - - 387,200 - - - - - - - - - - - 387,200	Capital stock $ 3,872,000 - - - - - - - - - - - - 3,872,000 - - - - - - - - - - - $ 3,872,000	Capital surplus $ 132,933 - - - 3,683 - - - - 14,824 ( 66) - - 151,374 - - - 752 - - - 3,670 15,882 21 - $ 171,699	Reserved
			Legal reserve
			$ 345,080 - 66,181 - - - - - - - - - - 411,261 - 73,896 - - - - - - - - - $ 485,157

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Unit: NT$ thousand

Shareholders' equity

	Shareholders'equity
earnings Special reserve Unappropriated earnings $ 1,917,160 $ 840,989 ( 228,454 ) 228,454 - ( 66,181 ) - ( 531,160 ) - - - 738,963 - ( 32,328) - 706,635 - ( 1,190 ) - - - - - - - ( 36,271) 1,688,706 1,141,276 ( 95,918 ) 95,918 - ( 73,896 ) - ( 570,600 ) - - - 1,795,993 - ( 9,545) - 1,786,448 - - - - - - - - $ 1,592,788 $ 2,379,146	Other equity Exchange differences on translation of financial statements of foreign operations Unrealized gain or loss on financial assets measured at fair value through other comprehensive income ( $ 258,372 ) ( $ 66,138 ) - - - - - - - - - - ( 47,026) 164,790 ( 47,026) 164,790 - - - - - - - - - 36,271 ( 305,398 ) 134,923 - - - - - - - - - - 29,136 ( 1,327) 29,136 ( 1,327) - - - - - - - - ($ 276,262) $ 133,596	Treasury shares ( $ 624,787 ) - - - - - - - 15,980 - - - - ( 608,807 ) - - - - - - - 15,980 - - - ($ 592,827)	Total $ 6,158,865 - - ( 531,160 ) 3,683 738,963 85,436 824,399 14,790 14,824 ( 66 ) - - 6,485,335 - - ( 570,600 ) 752 1,795,993 18,264 1,814,257 19,650 15,882 21 - $ 7,765,297
	Exchange differences on translation of financial statements of foreign operations ( $ 258,372 ) - - - - - ( 47,026) ( 47,026) - - - - - ( 305,398 ) - - - - - 29,136 29,136 - - - - ($ 276,262)
Special reserve $ 1,917,160 ( 228,454 ) - - - - - - - - - - - 1,688,706 ( 95,918 ) - - - - - - - - - - $ 1,592,788

The notes attached shall constitute an integral part of this Consolidated financial statement.

Chairman: Chen Mao-Bang Industry and Commerce Development Foundation

Managerial officer: Hsu, Ching-Chao

Accounting officer: Chiang, Chuan-Tien

37 -

SAMPO CORPORATION and Subsidiaries

Consolidated Statements of Cash Flow

January 1 to December 31, 2020 and 2019

Code
Cash flow from operating activities
A10000
Current year net profit before taxation
A20010
Profits and loss
A20100
depreciation expense
A20200
Amortization expenses
A20300
Expected credit impairment loss
(gain on reversal)
A20400
Gain (loss) on financial assets and
liabilities at fair value through
profit and loss
A23800
Gain on reversal of decline in
value of inventories
A20900
Financial costs
A21200
Interest income
A21300
Dividend income
A22300
Share of profit or loss of affiliated
companies accounted for using
the equity method
A22500
Net income from the disposal and
obsolescence of property, plant
and equipment
A23000
Gain on disposal of non-current
assets held for sale
A29900
Lease modification gain
A30000
Net change in operating assets and
liabilities
A31115
Financial assets mandatorily
measured at fair value through
profit or loss
A31130
Notes receivable
A31140
Notes receivable-related parties
A31150
Accounts receivable
A31160
Accounts receivable - related
parties
A31180
Other receivables
A31190
Other receivables - related parties
A31200
Inventory
A31240
Other current assets
A32130
Notes payable
A32140
Notes payable -related parties
A32150
Accounts payable
A32160
Accounts payable - related parties
A32180
Other payables
(Continued on next page)

Unit: NT$ thousand
2020
2019
$ 2,084,606
$ 811,805
176,680
142,171
39,628
42,998
1,803
(
3,025 )
(
906 )
(
1,019 )
(
8,273 )
(
673 )
24,275
30,013
(
10,097 )
(
24,059 )
(
8,708 )
(
3,339 )
(
195,007 )
(
181,341 )
(
1,371,906 )
(
628 )
-
(
361,486 )
(
92 )
(
25 )
906
1,019
(
5,709 )
57,260
4
(
1 )
46,645
(
53,727 )
(
4,292 )
(
791 )
983
4,163
25
(
26 )
(
135,697 )
153,435
(
134,960 )
(
45,370 )
(
23,021 )
(
39,085 )
(
782 )
(
957 )
159,491
107,939
2,625
65
84,200
23,883

38 -

(Continued from previous page)

Code A32190 Other payables - related parties A32200 Provision for liabilities A32230 Other current liabilities A32240 Net defined benefit liability A33000 Cash inflow from operating activities A33100 Interest received A33300 Interest payment A33500 Income tax payment AAAA Net cash inflow from operating activities Cash flow from investing activities B00020 Sale of financial assets at fair value through other comprehensive income B00040 Financial assets acquired on the basis of cost after amortization B00050 Financial assets on the basis of cost after amortization B01800 Acquisition of investment under the equity method B02600 Disposal of non-current assets held for sale B02700 Purchase of property, plant, and equipment B02800 Proceeds from disposal of property, plant and equipment B03800 Decrease in Refundable deposits B04500 Purchase of intangible assets B06800 Decrease of other non-current assets B07600 Dividends received from the affiliated company B09900 Receive other dividends BBBB Net cash inflow (outflow) from investing activities Cash flow from financing activities C00200 Decrease in short-term loans C00600 Decrease in short-term notes payable C01600 Proceeds from long-term loan C01700 Re-payments of long-term borrowings C04020 Lease principal repayment C04300 Increase in other non-current liabilities C04400 Decrease in other non-current liabilities C04500 Cash dividend released C05100 Treasury stock purchased by employees C05800 Change in non-controlling interest C09900 Payment of Non-controlling Equity Cash Dividends CCCC Net cash outflow from financing activities	2020 $ 31 3,347 ( 9,371 ) ( 49,791) 666,637 10,097 ( 24,706 ) ( 274,788) 377,240 - ( 72,586 ) - ( 6,255 ) - ( 579,022 ) 1,792,951 31,508 ( 23,743 ) 828 69,831 8,708 1,222,220 ( 60,000 ) ( 489,785 ) 900,000 ( 1,625,000 ) ( 82,194 ) - ( 20,634 ) ( 554,718 ) 19,650 ( 300 ) ( 14,910) ( 1,927,891)	2019
		$ - ( 3,195 ) ( 45,105 ) ( 53,161) 557,738 24,059 ( 30,187 ) ( 36,635) 514,975 16,536 ( 249,467 ) 48 - 481,835 ( 416,446 ) 2,752 855 ( 29,851 ) 2,415 167,251 3,339 ( 20,733) ( 350,000 ) ( 59,747 ) 650,000 ( 725,000 ) ( 38,613 ) 39,785 - ( 516,336 ) 14,790 11,296 ( 16,845) ( 990,670)

(Continued on next page)

39 -

(Continued from previous page)

Code DDDD Impact of changes in exchange rate on cash and cash equivalents EEEE Net decrease in cash and cash equivalents E00100 Cash and cash equivalents balance – beginning of year E00200 Cash and cash equivalents balance – end of year

The notes attached shall constitute an integral part of this Consolidated financial statement.

Chairman: Chen Mao-Bang Managerial officer: Accounting officer: Industry and Commerce Hsu, Ching-Chao Chiang, Chuan-Tien Development Foundation

40 -

Independent Auditor’s Report

To SAMPO CORPORATION:

Auditor’s opinions

We have audited the accompanying individual balance sheets of SAMPO CORPORATION as of December 31, 2020 and 2019 and the related statements of income, retained earnings, cash flows and notes (including the summary of major accounting policies) to the financial statements for the years then ended.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of SAMPO CORPORATION as of December 31, 2020 and 2019, and the results of its operations and its cash flows for the years then ended in conformity with the “Regulations Governing the Preparation of Financial Reports by Securities Firms.” Basis of an audit opinion

We concluded our 2020 audits in accordance with the regulations governing auditing and attestation of financial statements by certified public accountants and generally accepted auditing standards. We concluded our 2019 audits in accordance with the regulations governing auditing and attestation of financial statements by certified public accountants, Financial Supervisor Commission’s letter Jing-Guan-Zheng-Shen-Zi No. 1090360805 dated February 25, 2020, and generally accepted auditing standards. Our responsibilities under those standards are further described in the responsibilities of auditors for the audit of the separate financial statements. We are independent of SAMPO CORPORATION in accordance with the Code of Professional Ethics for Certified Public Accountants, and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that our audit provides a reasonable basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the 2020 individual financial statements of SAMPO CORPORATION. These matters were addressed in the content of our audit of the individual financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on those matters.

Key audit matters of the 2020 individual financial statements of SAMPO CORPORATION are as follows:

Key Audit Matter: Authenticity of sales to hypermarket channels

For 2020, SAMPO CORPORATION’s revenues from sales to major hypermarkets is a key indicator used by management to evaluate business performance, and the effect of the recognition of related revenues on the financial statements is material. Therefore, we have determined that the recognition of the aforementioned operating revenues is a key audit matter and the related accounting policies are described in Note 4(14) to the individual financial statements.

Our auditing procedures with respect to the above matter are as follows:

Understood, evaluated and tested the effectiveness of the design and implementation of the internal control system related to revenue recognition.
In order to confirm the authenticity of the revenue, we obtained the sales revenue details of the hypermarket channel in 2020, sampled and verified original sales orders, shipping
41 -

documents and invoices of the relevant transactions, and reconciled them with the recorded amounts in the accounting books.

Obtained the details of sales returns and discounts for the subsequent period from the hypermarket channel, sampled and verified the relevant certificates of sales returns and discounts, and examined the reasonableness of the returns and discounts.

Responsibilities of Management and Those in Charge with Governance of the Individual Financial Statements

Management is responsible for the preparation and fair presentation of the individual financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of individual financial statements that are free from material misstatement, whether due to fraud or error.

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

Those in charge of governance (including the Auditing Committee) are responsible for overseeing the reporting process of the financial statements of SAMPO CORPORATION.

Auditor’s 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 and auditor’s report. Reasonable assurance is a high level of assurance, but is not a guarantee that and audit conducted in accordance with the accounting principles generally accepted in the Republic of China will always detect a material misstatement when it exists. Material misstatement could arise from fraud or errors. If fraud or errors are considered materials, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these individual financial statements.

Identify and assess the risks of material misstatement of the individual financial statements, whether due to fraud or error, design, and perform audit procedures responsive risks, and obtain evidence that is sufficient and appropriate to provide a basis of our opinion. Fraud may involve conspiracy, forgery, deliberate omission, false declaration, or violation of internal control; therefore, the risk of material misstatement arising from fraud is higher than that caused by error.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control effective in SAMPO CORPORATION.
Assess the appropriateness of the accounting policies adopted by the management and the reasonableness of the accounting estimates and related disclosures made.
Conclude the appropriateness of the use of the going concern basis of accounting by the management, and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on SAMPO CORPORATION to continue as a going concern. If we conclude 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 disclosure are inappropriate, to modify our
42 -

opinion. The conclusion of the independent auditors is based on the audit evidence obtained as of the audit report date. However, future events or conditions may cause SAMPO CORPORATION to cease as a going concern.

Evaluate the overall presentation, structure, and content of the individual statements, including related notes, whether the individual statements represent the underlying transactions and events in a matter that achieves fair presentation.
Obtain sufficient and appropriate audit evidence on the financial information of business entities within SAMPO CORPORATION in order to express an opinion on the individual financial statements. The independent auditor is responsible for guiding, supervising, and implementing the audit and also is responsible for forming an opinion on the audit of SAMPO CORPORATION.

From the matters communicated with those in charge of governance, we determine those matters that were of most significance in the audit of the 2020 individual financial statements of SAMPO CORPORATION and are therefore the key audit matters. The independent auditors shall state the key audit matters in the audit report except for the specific matters prohibited from being disclosed by law and regulations, or, in rare cases, where the independent auditor decides not to have specific matters communicated in the audit report since the negative effect of such disclosure can be reasonably expected to be greater than the increase of public interest.

Deloitte & Touche CPA Yu, Su-Huan CPA Lin, Yi-Hui

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

Financial Supervisory Commission approval no. Jin-kwong-cheng-(6) No.: 0940161384

March 29, 2021

43 -

SAMPO CORPORATION

Individual Balance Sheet

December 31, 2020 and 2019

Code 1100 1136 1150 1160 1170 1180 1200 1210 1220 130X 1479 11XX 1517 1550 1600 1755 1780 1840 1990 15XX	Assets Current assets Cash and cash equivalents (Note 6) Financial assets measured at the amortized cost – current (Note 8) Notes receivable (Note 9) Notes receivable - related parties, net (Notes 9 and 26) Accounts receivable (Note 9) Accounts receivable - related parties, net (Notes 9 and 26) Other receivables (Note 9) Other receivables - related parties, net (Notes 9 and 26) Current tax assets (Note 22) Inventory (Note 10) Other current assets (Note 14) Total current assets Non-current assets Financial assets measured at fair value through other comprehensive income - non-current (Note 7) Investments accounted for using the equity method (Note 11) Property, plant and equipment (Note 12) Right-of-use assets (Note 13) Intangible assets Deferred tax assets (Note 22) Other non-current assets (Note 14) Total non-current assets		December31,2020 Amount % $ 431,790 4 217,907 2 110,406 1 - - 261,533 2 437 - 11,417 - 4,437 - 490 - 1,079,490 9 406,870 4 2,524,777 22 418,903 4 4,329,208 37 4,020,496 35 51,344 - 66,975 1 155,823 1 12,865 - 9,055,614 78	December31,2020 Amount % $ 431,790 4 217,907 2 110,406 1 - - 261,533 2 437 - 11,417 - 4,437 - 490 - 1,079,490 9 406,870 4 2,524,777 22 418,903 4 4,329,208 37 4,020,496 35 51,344 - 66,975 1 155,823 1 12,865 - 9,055,614 78		December31,2019	December31,2019	December31,2019
			Amount $ 431,790 217,907 110,406 - 261,533 437 11,417 4,437 490 1,079,490 406,870 2,524,777 418,903 4,329,208 4,020,496 51,344 66,975 155,823 12,865 9,055,614			Amount $ 717,639 179,880 104,909 9 257,951 249 9,182 17,285 490 1,215,831 255,806 2,759,231 515,225 4,043,703 3,883,757 59,921 82,603 139,571 48,675 8,773,455		%
								6 2 1 - 2 - - - - 11 2 24 4 35 34 1 1 1 - 76

1XXX Total assets

$ 11,580,391 100 $ 11,532,686 100

44 -

Unit: NT$ thousand

						Unit: NT$ thousand	Unit: NT$ thousand	Unit: NT$ thousand
Code 2100 2110 2150 2160 2170 2180 2230 2209 2219 2250 2280 2320 2399 21XX 2540 2550 2570 2580 2640 2670 25XX 2XXX 3110 3200 3310 3320 3350 3300 3400 3500 3XXX	Liabilities and equity Current liabilities Short-term borrowings (Note 15) Short-term bills payable (Note 15) Notes payable Notes payable -related parties (Note 26) Accounts payable Accounts payable - related parties (Note 26) Current tax liabilities (Note 22) Other payables (Note 16) Other payables - related parties (Note 26) Provisions for liabilities - current (Note 17) Lease liabilities - current (Note 13) Long-term loans due within one year or one business cycle (Note 15) Other current liabilities (Note 16) Total current liabilities Non-current liabilities Long-term borrowings (Note 15) Provisions for liabilities - non-current (Note 17) Deferred tax liabilities (Note 22) Lease liabilities - non-current (Note 13) Defined benefit liabilities - non-current (Note 18) Other non-current liabilities (Note 16) Total non-current liabilities Total liabilities Equity (Note 19) Capital stock Common stock capital Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Treasury shares Total equity Total Liabilities and Equity		December31,2020 Amount % $ - - - - 135,551 1 - - 480,236 4 120,473 1 74,251 1 363,344 3 11,693 - 72,845 1 62,322 - - - 325,725 3 1,646,440 14 900,000 8 106,481 1 729,313 6 27,615 - 368,389 3 36,856 1 2,168,654 19 3,815,094 33 3,872,000 33 171,699 1 485,157 4 1,592,788 14 2,379,146 21 4,457,091 39 142,666) ( 1 ) 592,827) ( 5 ) 7,765,297 67 $ 11,580,391 100			December31,2019
			Amount $ - - 135,551 - 480,236 120,473 74,251 363,344 11,693 72,845 62,322 - 325,725 1,646,440 900,000 106,481 729,313 27,615 368,389 36,856 2,168,654 3,815,094 3,872,000 171,699 485,157 1,592,788 2,379,146 4,457,091 142,666) 592,827) 7,765,297 $ 11,580,391			Amount $ 60,000 489,785 163,410 68,267 305,986 28,652 - 297,853 11,754 69,589 15,440 575,000 340,457 2,426,193 1,050,000 106,390 820,434 44,919 395,801 203,614 2,621,158 5,047,351 3,872,000 151,374 411,261 1,688,706 1,141,276 3,241,243 170,475) 608,807) 6,485,335 $ 11,532,686		%
		( (		( (	( (		( (	- 4 1 1 3 - - 3 - 1 - 5 3 21 9 1 7 - 4 2 23 44 34 1 3 15 10 28 2 ) 5 ) 56 100

The notes attached shall constitute an integral part of this individual financial statement.

Chairman: Chen Mao-Bang Industry and Commerce Development Foundation

Managerial officer: Hsu, Ching-Chao

Accounting officer: Chiang, Chuan-Tien

45 -

SAMPO CORPORATION

Individual Comprehensive Income Statement

January 1 to December 31, 2020 and 2019

Unit: NTD thousands, except Earnings Per Share (NTD)

Code Operating revenues 4100 Sales revenues 4600 Service revenues 4800 Other operating revenues 4000 Total operating revenues 5000 Operating costs 5900 Gross profits Operating expenses 6100 Marketing expenses 6200 Administrative expenses 6300 Research and development expenses 6450 Expected credit impairment loss (gain on reversal) 6000 Total operating expenses 6900 Net Operating profits Non-operating income and expenses 7100 Interest income (Note 21) 7010 Other income (Note 21) 7020 Other gains and losses (Note 21) 7050 Financial costs 7070 Share of subsidiaries, affiliates and joint ventures accounted for using the equity method 7000 Total non-operating income and expenses 7900 Net profits before tax (Continued on next page)		2020		% 96 4 - 100 79 21 9 6 1 - 16 5 - 1 20 - 5 26 31		2019
								%
								96 4 - 100 80 20 10 5 2 - 17 3 - 1 5 - 3 9 12

46 -

(Continued from previous page)

Code 7950 Income tax expense (Note 22) 8200 Net profits for the year Other comprehensive income 8310 Items not to be reclassified as profit or loss: 8311 Remeasurement of defined benefit plan 8316 Unrealized gains or losses on investments in equity instruments measured at fair value through other comprehensive income 8330 Share of other comprehensive income of subsidiaries, affiliates and joint ventures accounted for under equity method 8360 Items that may be re-classified subsequently under profit or loss 8380 Share of other comprehensive income of subsidiaries, affiliates and joint ventures accounted for under equity method 8300 Other comprehensive income of the current year (net amount after taxation) 8500 Total amount of comprehensive income of the current year Earnings per share (Note 23) 9750 Basic 9850 Diluted		2020

The notes attached shall constitute an integral part of this individual financial statement.

Chairman: Chen Mao-Bang Industry and Managerial officer: Accounting officer: Commerce Development Foundation Hsu, Ching-Chao Chiang, Chuan-Tien

47 -

SAMPO CORPORATION

Individual Statements of Changes in Shareholders’ Equity

January 1 to December 31, 2020 and 2019

Belonging to	the company
Capital stock Number of Shares Capital stock 387,200,000 $ 3,872,000 - - - - - - - - - - - - - - - - - - - - - - 387,200,000 3,872,000 - - - - - - - - - - - - - - - - - - - - 387,200,000 $ 3,872,000	Capital surplus $ 132,933 - - - 3,683 - - - - 14,824 ( 66) - 151,374 - - - 752 - - - 3,670 15,882 21 $ 171,699	Retained
Number of Shares 387,200,000 - - - - - - - - - - - 387,200,000 - - - - - - - - - - 387,200,000		Legal reserve
		$ 345,080 - 66,181 - - - - - - - - - 411,261 - 73,896 - - - - - - - - $ 485,157

48 -

Unit: NT$ thousand

	Shareholders'equity	Shareholders'equity		Total equity
earnings Special reserve Unappropriated earnings $ 1,917,160 $ 840,989 ( 228,454 ) 228,454 - ( 66,181 ) - ( 531,160 ) - - - 738,963 - ( 32,328) - 706,635 - ( 1,190 ) - - - - - ( 36,271) 1,688,706 1,141,276 ( 95,918 ) 95,918 - ( 73,896 ) - ( 570,600 ) - - - 1,795,993 - ( 9,545) - 1,786,448 - - - - - - $ 1,592,788 $ 2,379,146	Other	equity Unrealized gain or loss on financial assets measured at fair value through other comprehensive income ( $ 66,138 ) - - - - - 164,790 164,790 - - - 36,271 134,923 - - - - - ( 1,327) ( 1,327) - - - $ 133,596	Treasury shares ( $ 624,787 ) - - - - - - - 15,980 - - - ( 608,807 ) - - - - - - - 15,980 - - ($ 592,827)
	Exchange differences on translation of financial statements of foreign operations ( $ 258,372 ) - - - - - ( 47,026) ( 47,026) - - - - ( 305,398 ) - - - - - 29,136 29,136 - - - ($ 276,262)
Special reserve $ 1,917,160 ( 228,454 ) - - - - - - - - - - 1,688,706 ( 95,918 ) - - - - - - - - - $ 1,592,788
		( ( (		$ 6,158,865 - - ( 531,160 ) 3,683 738,963 85,436 824,399 14,790 14,824 ( 66 ) - 6,485,335 - - ( 570,600 ) 752 1,795,993 18,264 1,814,257 19,650 15,882 21 $ 7,765,297

The notes attached shall constitute an integral part of this individual financial statement.

Chairman: Chen Mao-Bang Industry and Commerce Development Foundation

Managerial officer: Hsu, Ching-Chao

Accounting officer: Chiang, Chuan-Tien

49 -

SAMPO CORPORATION

Individual Statements of Cash Flow

January 1 to December 31, 2020 and 2019

Code
Cash flow from operating activities
A10000
Current year net profit before taxation
A20010
Profits and loss
A20100
depreciation expense
A20200
Amortization expenses
A29900
Expected credit impairment loss
(gain on reversal)
A20900
Financial costs
A21200
Interest income
A21300
Dividend income
A22400
Share of profit or loss of
subsidiaries, affiliates and joint
ventures accounted for using the
equity method
A22500
Gain on disposal of property, plant
and equipment
A23000
Gain on disposal of non-current
assets held for sale
A23700
Loss on decline in value of
inventories and slow moving
(gain on reversal)
A22800
Lease modification gain
A30000
Net change in operating assets and
liabilities
A31130
Notes receivable
A31140
Notes receivable-related parties
A31150
Accounts receivable
A31160
Accounts receivable - related
parties
A31180
Other receivables
A31190
Other receivables - related parties
A31200
Inventory
A31240
Other current assets
A32130
Notes payable
A32140
Notes payable -related parties
A32150
Accounts payable
A32160
Accounts payable - related parties
A32180
Other payables
A32190
Other payables - related parties
A32200
Provision for liabilities

Unit: NT$ thousand
2020
2019
$ 2,009,550
$ 758,991
72,353
78,658
39,545
42,979
1,841
(
3,024 )
21,007
28,018
(
7,651 )
(
23,564 )
(
7,738 )
(
2,662 )
(
306,741 )
(
175,213 )
(
1,371,915 )
(
561 )
-
(
361,486 )
(
9,209 )
4,903
(
92 )
(
25 )
(
5,696 )
54,902
12
254
(
6,887 )
(
29,864 )
(
196 )
1,656
(
1,858 )
1,004
12,848
3,399
145,550
263,153
(
151,064 )
(
28,596 )
(
27,859 )
(
42,880 )
(
68,267 )
(
5,131 )
174,655
29,684
91,821
4,633
67,322
15,935
(
61 )
(
16 )
3,347
(
3,195 )

(Continued on next page)

50 -

(Continued from previous page)

(Continued from previous page)
Code A32230 Other current liabilities A32240 Net defined benefit liability A33000 Cash generated from operating activities A33100 Interest received A33300 Interest payment A33500 Income tax payment AAAA Net cash inflow from operating activities Cash flow from investment activities B00200 Disposal of financial assets at fair value through other comprehensive income B00040 Acquisition of financial assets measured at amortized cost B01800 Acquisition of investment accounted for using the equity method B02400 Refund of share price for capital reduction of subsidiaries accounted for using the equity method B02600 Proceeds from disposal of non-current assets held for sale B02700 Purchase of property, plant, and equipment B02800 Proceeds from disposal of property, plant and equipment B03700 Decrease in Refundable deposits B04200 Decreased in other receivables - related parties B04500 Purchase of intangible assets B06800 Decrease in other non-current assets B07600 Receipt of dividends from subsidiaries, affiliates and joint ventures B07600 Receipt of other dividends BBBB Net cash inflow from investment activities Cash flow from financing activities C00200 Decrease in short-term loans C00500 Short-term bills payable C01600 Borrowing of long-term loans C01700 Re-payments of long-term borrowings C04300 Increase (decrease) in other non-current liabilities C04500 Payment of dividends C05100 Treasury stock purchased by employees C04020 Lease principal repayment CCCC Net cash outflow from financing activities (Continued on next page)	2020 ( $ 14,732 ) ( 37,620) 622,265 7,651 ( 21,437 ) ( 246,679) 361,800 - ( 38,027 ) ( 206,255 ) - - ( 564,476 ) 1,792,250 34,099 - ( 23,917 ) 1,810 221,625 7,738 1,224,847 ( 60,000 ) ( 489,785 ) 900,000 ( 1,625,000 ) ( 19,443 ) ( 570,600 ) 19,650 ( 26,704) ( 1,871,882)	2019
		( $ 52,359 ) ( 46,410) 513,183 23,564 ( 28,284 ) ( 11,609) 496,854 11,672 ( 179,880 ) ( 206,441 ) 578,895 481,835 ( 389,886 ) 2,677 498 120,000 ( 28,582 ) 1,262 301,770 2,662 696,482 ( 350,000 ) ( 59,747 ) 650,000 ( 725,000 ) 39,322 ( 531,160 ) 14,790 ( 15,523) ( 977,318)

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(Continued from previous page)

Code DDDD Impact of changes in exchange rate on cash and cash equivalents EEEE Current cash and cash equivalents increase (decrease) E00100 Cash and cash equivalents balance – beginning of year E00200 Cash and cash equivalents balance – end of year

The notes attached shall constitute an integral part of this individual financial statement.

Chairman: Chen Mao-Bang	Managerial officer:	Accounting officer:
Industry and Commerce	Hsu, Ching-Chao	Chiang, Chuan-Tien
Development Foundation

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Appendix 1 Articles of Association of SAMPO CORPORATION

Approved by annual meeting of shareholders on 12 June 2020

Chapter I General Principles

Article 1: The company was incorporated in accordance with the Company Act and named “SAMPO CORPORATION.”

Article 2: The Company operates the following businesses:
A102060 Grain Commerce
C802090 Manufacture of Cleaning Preparations
C805010 Manufacture of Plastic Sheets, Pipes and Tubes
C805030 Plastic Daily Necessities Manufacturing
C805050 Industrial Plastic Products Manufacturing
C805070 Reinforced Plastic Products Manufacturing 7. C805990 Other Plastic Products Manufacturing
CA01020 Steel Rolling
CA01050 Aluminum Rolling, Drawing, and Extruding
CA01130 Copper Rolling, Drawing and Extruding
CB01010 Mechanical Equipment Manufacturing
CB01020 Office Machines Manufacturing
CB01030 Pollution Controlling Equipment Manufacturing 14. CB01990 Other Machinery Manufacturing 15. CC01010 Manufacture of Power Generation, Transmission and Distribution Machinery
CC01030 Electrical Appliances and Audiovisual Electronic Products Manufacturing
CC01040 Lighting Equipment Manufacturing 18. CC01060 Wired Communication Equipment and Apparatus Manufacturing
CC01070 Telecommunication Equipment and Apparatus Manufacturing
CC01080 Electronics Components Manufacturing 21. CC01090 Manufacture of Batteries and Accumulators 22. CC01101 Restrained Telecom Radio Frequency Equipments and Materials Manufacturing
CC01110 omputer and Peripheral Equipment Manufacturing 24. CC01120 Data Storage Media Manufacturing and Duplicating 25. CC01990 Other Electrical Engineering and Electronic Machinery Equipment Manufacturing
CE01010 General Instrument Manufacturing 27. CE01030 Optical Instruments Manufacturing 28. CE01040 Watches and Clocks Manufacturing 29. CH01030 Stationery Goods Manufacturing 30. CN01010 Furniture and Fixtures Manufacturing 31. CR01010 Fuel Gas Equipments, Materials and Parts Manufacturing 32. CZ99990 Manufacture of Other Industrial Products Not Elsewhere Classified
E502010 Fuel Catheter Installation Engineering 34. E599010 Pipe Lines Construction
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E601010 Electric Appliance Construction 36. E601020 Electric Appliance Installation 37. E603050 Automatic Control Equipment Engineering 38. E603080 Traffic Signs Installation Engineering 39. E603090 Lighting Equipments Construction 40. E603130 Gas Water Heater Contractors 41. E604010 Machinery Installation 42. E605010 Computer Equipment Installation 43. E701010 Telecommunications Construction 44. E701020 Satellite Television KU Channels and Channel C Equipment Installation
E701030 Restrained Telecom Radio Frequency Equipments and Materials Construction
E801070 Kitchen and Bath Facilities Construction
EZ05010 Instrument and Meters Installation Engineering
EZ06010 Traffic Marking Engineering
Other Engineering
EZ99990 Other Engineering 50. F105050 Wholesale of Furniture, Bedding Kitchen Utensils and Fixtures
F106020 Wholesale of Articles for Daily Use 52. F106060 Wholesale of Pet Food and Supplies 53. F108031 Wholesale of Medical Devices 54. F109070 Wholesale of Culture, Education, Musical Instruments and Educational Entertainment Supplie
F110010 Wholesale of Clocks and Watches 56. F110020 Wholesale of Glasse 57. F113010 Wholesale of Machinery 58. F113020 Wholesale of Household Appliance 59. F113030 Wholesale of Precision Instruments 60. F113050 Wholesale of Computers and Clerical Machinery Equipment 61. F113060 Wholesale of Measuring Instruments 62. F113070 Wholesale of Telecom Instruments 63. F113090 Wholesale of Traffic Sign Equipments and Materials 64. F113100 Wholesale of Pollution Controlling Equipments 65. F113110 Wholesale of Batteries 66. F113990 Wholesale of Other Machinery and Tools 67. F114010 Wholesale of Motor Vehicles 68. F116010 Wholesale of Photographic Equipment 69. F118010 Wholesale of Computer Software 70. F119010 Wholesale of Electronic Materials 71. F199990 Other Wholesale Trad 72. F201010 Retail Sale of Agricultural Products 73. F201020 Retail Sale of Livestock Products 74. F201050 Retail sale of Fishing Tackles 75. F202010 Retail Sale of Feeds 76. F203010 Retail sale of Food Products and Groceries 77. F204110 Retail Sale of Cloths, Garments, Shoes, Hats, Umbrellas and Clothing Accessories
F205040 Retail Sale of Furniture, Bedding Kitchen Utensils and Fixtures
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F206050 Retail Sale of Pet Food and Supplies 80. F206020 Retail Sale of daily commodities 81. F207030 Retail Sale of Cleaning Supplies 82. F208031 Retail Sale of Medical Apparatus 83. F208040 Retail Sale of Cosmeti 84. F209060 Retail Sale of Culture, Education, Musical Instruments and Educational Entertainment Supplies 85. F210010 Retail Sale of Watches and Clocks 86. F210020 Retail Sale of Glasses 87. F213010 Retail Sale of Electrical Appliances 88. F213030 Retail Sale of Computers and Clerical Machinery Equipment 89. F213040 Retail Sale of Precision Instruments 90. F213050 Retail Sale of Metrological Instruments 91. F213060 Retail Sale of Telecommunication Apparatus. 92. F213080 Retail Sale of Other Machinery and Equipment 93. F213090 Retail Sale of Traffic Sign Equipments and Materials 94. F213100 Retail Sale of Pollution Controlling Equipments 95. F213110 Retail Sale of Batteries 96. F213990 Retail Sale of Other Machinery and Tools 97. F214010 Retail Sale of Motor Vehicles 98. F214020 Retail Sale of Motorcycles 99. F214030 Retail Sale of Motor Vehicle Parts and Motorcycle Parts, Accessories 100. F214040 Retail Sale of Bicycle and Component Parts Thereof 101. F215010 Retail Sale of Jewelry and Precious Metals 102. F216010 Retail Sale of Camera Equipment 103. F218010 Retail Sale of Computer Software 104. F219010 Retail Sale of Electronic Materials 105. F299990 Retail Sale of Other Products 106. F301010 Department Stores 107. F301020 Supermarkets 108. F399010 Convenience Stores 109. F399040 Retail Sale No Storefront 110. F399990 Retail sale of Other Integrated 111. F401010 International Trade 112. F401021 Restrained Telecom Radio Frequency Equipments and Materials Import 113. F501030 Beverage Shops 114. F501060 Restaurants 115. G799990 Other Transportation Support 116. G801010 Warehousing 117. I103060 Management Consulting 118. I301010 Information Software Services 119. I301020 Data Processing Services 120. I301030 Electronic Information Supply Services 121. I401010 General Advertisement Service 122. I501010 Product Designing 123. I599990 Other Designing 124. I199990 Other Consulting Service 125. IZ06010 Tally Packaging
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IZ99990 Other Industrial and Commercial Services 127. J101010 Buildings Cleaning Service 128. J305010 Audio Publishing 129. J399010 Software Publishing 130. J701090 Video Tape Programs Broadcasting 131. JA01010 Automobile Repair 132. JA02010 Electric Appliance and Electronic Products Repair 133. JA02990 Other Repair 134. JE01010 Rental and Leasing 135. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
Article 2-1: Provide guarantees to companies of the same industry within relevant scope of business.
Article 2-2: The total amount of investment by the Company is not subject to the restriction of 40% of paid-in capital under Article 13, Paragraph 1 of the Company Act.
Article 3: The company is located in Taoyuan City and may set up branches in other suitable locations if required for business. The incorporation, revocation or relocation shall be determined by the board of directors.
Article 4: (Deleted).

Chapter 2 Stock shares

Article 5: The company’s total capital is NT$15,000,000,000, divided into 1,500,000,000 shares at NT$10 per share. The shares that are not yet issued may be issued by the board of directors through multiple issuances based on the business requirement of the company. Among the total number of shares under the previous paragraph, 20,000,000 shares with a face value of NT$200,000,000 are reserved for the issuance of shares to which “employee stock options” are convertible and may be issued by board resolutions through multiple issuances.
Article 6: All of the company’s shares are in the registered form, and issued after affixation of signatures or seals of at least 3 directors, numbering and certification. After the company issues share certificates publicly, share certificates may be printed in a consolidated manner for the total number of shares issued upon new issuance. The printing of share certificates may also be waived.
Article 7: Unless otherwise provided by law or securities regulations, shareholder services of the company shall be processed in accordance with the “Regulations Governing the Administration of Shareholder Services of Public Companies” established by the Financial Supervisory Commission.
Article 8: Share transfer registration is suspended during a period of 60 days before an annual meeting of shareholders, 30 days before an extraordinary meeting of shareholders and 5 days before the record date for distribution of dividend, bonus or other interest determined by the company.

Chapter 3 Shareholders’ Meeting

Article 9: Meetings of shareholders of the company are divided into annual meetings and extraordinary meetings. General meetings are convened at least once every year within 6 months from the end of each accounting year. Extraordinary meetings are convened by the board of directors in accordance with the law as required. Article 10: To convene a meeting of shareholders, a notice shall be given to each shareholder 30 days before an annual meeting of shareholders or 15 days before an extraordinary meeting of shareholders, specifying the date, location and agenda of the meeting. However, for shareholders holding less than 1,000 shares,
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a public notice may be made instead.

Article 11: Any shareholder who cannot attend a shareholders’ meeting may issue a proxy printed by the company for each shareholders’ meeting, specifying the scope of authorization, to designate a representative to attend the meeting.
Article 12: When a shareholders’ meeting is convened by the board of directors, the meeting shall be chaired by the chairman. If the chairman is on leave or cannot perform his/her duties due to any reason, the vice chairman shall act on his/her behalf. If the vice chairman is also on leave or cannot perform his/her duties due to any reason, one director designated by the chairman shall act on his/her behalf. If no representative is designated by the chairman, one person shall be elected by the directors from among themselves to act on his/her behalf.
Article 13: Unless otherwise provided by the Company Act, shareholder resolutions shall be approved by shareholders representing the majority of voting rights in a meeting that is attended by shareholders representing the majority of total number of shares.
Article 14: Shareholders of the company are entitled to one voting right per share. However, if a shareholder of the company has any event listed under Article 179 of the Company Act, its shares shall not be entitled to voting rights.
Article 15: Resolutions of shareholders’ meeting shall be recorded in minutes, specifying the year, month, date and location of the meeting, the chair’s name, manner of resolution, main proceedings of the meeting and the results thereof. The minutes shall be affixed with the chairman’s signature or seal and issued to each shareholder within 20 days from the meeting. The distribution may be made by public notice. The minutes shall be kept on a permanent basis during the period of existence of the company. The attendance registry for the signature of the attending shareholders or the proxy of the representative should be reserved for at least one year.

Chapter 4 Directors and Audit Committee

Article 16: Directors of the company are elected by the shareholders’ meeting from among persons with legal capacities, serving terms of 3 years. The same person may be reelected upon expiry of the term. The board of directors is authorized to determine directors’ remuneration based on the level of participation to the company’s operation and the value of their contributions. The board of directors is authorized to determine independent directors’ remuneration in reference to the level of the same industry. The company may purchase liability insurance for directors and officers. The board of directors is authorized to determine the insurance amount and purchase.
Article 17: The Company has 7 to 9 directors, among which at least 3 shall be independent directors (and at least 1 independent director shall possess accounting or financial expertise). The number of independent directors shall represent at least 1/5 of board seats. Independent directors are elected under candidate nomination system and are elected by shareholders’ meeting from a list of candidates of independent directors. Regulations governing the professional qualifications, restrictions on shareholdings and concurrent positions held, method of nomination and election, and other matters for compliance with respect to independent directors shall be prescribed by the competent authority in charge of securities.

The Company has an “audit committee” in accordance with Article 14-4 of the Securities and Exchange Act, which is composed of all independent directors. Directors are elected under single nominal accumulated voting system. Each

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share is entitled to the same number of votes as the number of directors to be elected and may be cast for one single or multiple persons. The persons who receive the ballots that represent the most votes shall be elected as directors. The election of independent directors shall take place at the same time as nonindependent directors and the number of elected directors shall be calculated separately.

Article 18: The total number of shares held by all directors of the company shall be as required by the competent authority.
Article 19: The board of directors is composed of directors. One chairman and one vice chairman shall be elected by the directors from among themselves by the approval of the majority of directors attending a meeting that is attended by at least 2/3 directors.
Article 20: The chairman is the company’s representative and generally manage all business activities of the company, with the assistance of the vice chairman. When the chairman is on leave or is unable to perform his/her duties due to any reason, the representation shall be in accordance with Article 208 of the Company Act.
Article 21: The board of directors shall determine the operating guidelines and other important matters of the company. Other than the first term of the board of directors, for which the director who received the highest number of ballots shall convene and chair the meeting, all other meetings shall be convened and chaired by the chairman. If the chairman is unable to attend the meeting due to any reason, the vice chairman shall act on his/her behalf. If the vice chairman is also unable to attend the meeting due to any reason, the vice chairman or vice chairman shall designate one director to act on his/her behalf. If there is no such designation, one person shall be elected by the directors from among themselves to act on his/her behalf.
Article 22: Board meetings are held once every quarter, provided that a meeting may be held at any time in case of emergency. Notice shall be mailed in writing, fax or email. Any director who cannot attend a board meeting due to any reason may issue a written proxy to another director, provided that each director shall represent no more than one other director. If the meeting is held through video conference, each director who participates in the meeting through video conference shall be deemed to have participated in the meeting in person.
Article 23: Unless otherwise provided by Company Act, the quorum for a board meeting is the majority of directors and resolutions shall be approved by the majority of participating directors. Minutes shall be affixed with the signatures or seals of the chairman and participating directors and shall be kept in the company. Minutes shall be distributed to all directors within 20 days after the meeting.
Article 24: The composition, duties, meeting rules and other compliance matters of the company’s audit committee shall be in accordance with the applicable rules of the securities competent authority.

Chapter 5 Managerial Officers

Article 25: The company may have officers. The hiring and remuneration shall be resolved by the board of directors through approval by the majority of directors attending a meeting that is attended by the majority of all directors.

Chapter 6 Accounting

Article 26: The company’s accounting year is from 1 January to 31 December.
Article 27: The board of directors shall prepare the below statements at the end of each
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accounting year and submit them to the annual meeting of shareholders for approval in accordance with the law. 1. the business report;

the financial statements; and
profit distribution or loss compensation proposal.
Article 28: If the company has profit in a year (pre-tax profit before provisions are made for employee and director remuneration), at least 1% shall be provisioned as employee remuneration and no more than 3% as director remuneration. Appropriate for covering carryforward loss, if applicable, followed by the remuneration to employees and remuneration to directors as mentioned. Employee remuneration under the previous paragraph may be paid by stock or in cash and the targets include employees of subsidiaries meeting certain conditions. Directors’ remuneration under the preceding section may only be paid in cash.

Employee and director remuneration distribution proposals shall be resolved by the board of directors and reported to the shareholders’ meeting.

Article 29: If the company’s annual closing shows after-tax net profit, past accumulated losses shall first be compensated.
10% shall be provisioned as legal reserve in accordance with the law, except if the accumulated legal reserve has reached the paid-in capital of the company. Then special reserve shall be provisioned or recycled in accordance with the law. If there is any amount remaining, it shall be subject to, together with accumulated undistributed profits (including adjusted amount of undistributed profits), a profit distribution proposal to be prepared by the board of directors. Submission shall be made to the shareholders’ meeting for resolution to distribute shareholder dividend and bonus.

The company’s dividend policy takes into consideration the current and future development plan, investment environment, funding requirement and domestic and overseas competition. It also takes into consideration factors such as shareholder interest. Shareholder dividend and bonus may be paid in cash or by stock. Cash dividend shall represent at least 10% of total dividend amount.

Article 30: Travel allowance by directors of the company shall be determined by the board of directors. General employee salary levels shall be proposed by the president to the chairman for approval and shall be paid regardless of whether the company is profit-making or loss-making.

Chapter 7 Supplementary Provisions

Article 31: The company’s organizational charter and bylaws shall be further established through board resolutions.
Article 32: Anything that is not stipulated in these Articles of Association shall be governed by the Company Act and other applicable laws.

Article 33: The Articles of Incorporation was enacted on June 27, 1962. The 1[st] amendment was made on December 23, 1963. The 2[nd] amendment was made June 2, 1964. The 3[rd] amendment was made on March 31, 1965. The 4[th] amendment was made on May 10, 1966. The 5[th] amendment was made on October 25, 1966. The 6[th] amendment was made on July 20, 1968. The 7[th] amendment was made on September 29, 1968. The 8[th] amendment was made on May 12, 1969. The 9[th] amendment was made on July 16, 1969.

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The 10[th] amendment was made on November 15, 1969. The 11[th] amendment was made on March 1, 1970. The 12[th] amendment was made on August 23, 1970. The 13[th] amendment was made on April 25, 1971. The 14[th] amendment was made on April 22, 1973. The 15[th] amendment was made on December 9, 1973. The 16[th] amendment was made on April 21, 1974. The 17[th] amendment was made on April 26, 1975. The 18[th] amendment was made on April 24, 1976. The 19[th] amendment was made on April 23, 1977. The 20[th] amendment was made on April 22, 1978. The 21[st] amendment was made on March 31, 1979. The 22[nd] amendment was made on April 26, 1980. The 23[rd] amendment was made on April 18, 1981. The 24[th] amendment was made on March 31, 1982. The 25[th] amendment was made on April 30, 1983. The 26[th] amendment was made on March 31, 1984. The 27[th] amendment was made on March 30, 1985. The 28[th] amendment was made on April 16, 1986. The 29[th] amendment was made on April 30, 1987. The 30[th] amendment was made on March 31, 1988. The 31[st] amendment was made on April 18, 1989. The 32[nd] amendment was made on April 21, 1990. The 33[rd] amendment was made on May 25, 1991. The 34[th] amendment was made on April 25, 1992. The 35[th] amendment was made on April 24, 1993. The 36[th] amendment was made on May 6, 1995. The 37[th] amendment was made on May 11, 1996. The 38[th] amendment was made on May 27, 1997. The 39[th] amendment was made on May 7, 1998. The 40[th] amendment was made on April 23, 1999. The 41[st] amendment was made on April 14, 2000. The 42[nd] amendment was made on May 15, 2001. The 43[rd] amendment was made on June 30, 2003. The 44[th] amendment was made on June 30, 2003. The 45[th] amendment was made on May 3, 2004. The 46[th] amendment was made on May 3, 2004 The 47[th] amendment was made on June 24, 2005. The 48[th] amendment was made on June 14, 2006. The 49[th] amendment was made on June 15, 2007. The 50[th] amendment was made on June 13, 2008. The 51[st] amendment was made on June 22, 2009. The 52[nd] amendment was made on June 15, 2010. The 53[rd] amendment was made on June 15, 2011. The 54[th] amendment was made on June 12, 2012. The 55[th] amendment was made on June 11, 2013. The 56[th] amendment was made on June 16, 2014. The 57[th] amendment was made on June 15, 2015. The 58th amendment was made on June 15, 2016. The 59th amendment was made on June 15, 2017.

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The 60th amendment was made on June 19, 2019 that took effect after the resolution was reached in the shareholders meeting.

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Appendix 2 SAMPO CORPORATION Rules of Procedure for Shareholders’ Meetings

Approved by 2020 annual meeting of shareholders on 12 June 2020

Article 1 Unless otherwise provided by law, shareholders’ meetings are governed by these Rules.
Article 2 Shareholders (or their proxies) shall attend shareholders’ meetings after sign-in. Sign-in procedure may be replaced by sign-in cards. Shareholders (or their proxies) shall attend shareholders’ meetings based on attendance cards or sign-in cards. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in plus the number of shares whose voting rights are exercised by correspondence or electronically.
When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders’ meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.
Article 3 Attendance and voting in shareholders’ meetings shall be calculated based on the number of shares.
Article 4 The chair may announce the start of the meeting when it is attended by the majority of all outstanding shares. If the quorum is not met at the meeting time, the chair may announce an extension. After two extensions (20 minutes for the first extension and 10 minutes for the second extension), if there is still no quorum but there are shareholders representing at least 1/3 of all outstanding shares, then a provisional resolution may be passed in accordance with Article 175, Paragraph 1 of the Company Act. Notice of the provisional resolution shall be sent to all shareholders to convene another shareholders’ meeting within one month.
Before the end of the meeting, if the number of shares represented by the attending shareholders reaches the majority of all outstanding shares, the chair may submit the provisional resolution to the shareholders’ meeting for voting again in accordance with Article 174 of the Company Act.
Article 5 If a shareholders’ meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders’ meeting.
The provisions of the preceding paragraph apply mutatis mutandis to a shareholders’ meeting convened by a party with the power to convene that is not the board of directors.

The chairman shall not announce the meeting adjourned before resolutions are completed for the agenda scheduled under the previous two paragraphs (including motions). Once the meeting has been dismissed, shareholders cannot extend the meeting, either in the current or in another location, by appointing another chairman.

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Article 6 When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
If the meeting place cannot be used continuously before the proposals (including motions) resolved in the agendas scheduled, it can be resolved to be continued in the meeting of shareholders to find another venue for the meeting.

A resolution may be adopted at a shareholders’ meeting to defer or resume the meeting within 5 days in accordance with Article 182 of the Company Act.

Article 7 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.
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 8 Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes.
When a shareholder speaks in breach of the previous paragraph, beyond the scope of the agenda or against meeting order, the chair may stop the shareholder or suspend his/her speech. Other shareholders may also request the chair to stop or suspend the speech.
Article 9 When the chair considers that the discussion of a proposal has reached the point where it is ready to be voted on, he/she may declare that the discussion has been stopped and put to vote.
Article 10 Except as otherwise provided in the Company Act and in the Company’s articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of voting, the chair or the person designated by the chair shall announce the voting rights by the attending shareholders proposal-by-proposal and the shareholders shall vote proposal-by-proposal. The results of shareholder approval, objection and waiver shall be provided in the Market Observation Post System on the day following the meeting.
Article 11 A shareholder shall be entitled to one vote for each share held. When a shareholder appoints a proxy to attend a shareholders’ meeting, unless it is a trust enterprise or a shareholder service institution approved by the securities competent authority, the voting rights represented shall not
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exceed 3% of the voting rights of all outstanding shares. Any voting right in excess shall be excluded from the calculation. A shareholder who has a personal interest in the matter under discussion at a meeting, which may impair the interest of the company, shall not vote nor exercise the voting right on behalf of another shareholder.

Article 12 The location of shareholders’ meeting shall be the place where the company is located or a place that is convenient for shareholders’ attendance and suitable to hold a shareholders’ meeting. The meeting shall not start earlier than 9 a.m. or later than 3 p.m. The opinions of the independent directors about the location and time of meeting shall be fully taken into consideration.
Article 13 If a shareholders’ meeting is convened by the board of directors, the meeting shall be chaired by the chairman of the board. When the chairman of the board is on leave or for any reason unable to exercise the powers of the chairman, the vice chairman shall act in place of the chairman; if there is no vice chairman or the vice chairman also is on leave or for any reason unable to exercise the powers of the vice chairman, the chairman shall appoint one of the managing directors to act as chair, or, if there are no managing directors, one of the directors shall be appointed to act as chair. Where the chairman does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair.
If the shareholders’ meeting is convened by any person entitled to convene the meeting other than the board of directors, such person shall chair the meeting.
Article 14 The Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders’ meeting in a nonvoting capacity.
Article 15 Shareholders’ meetings shall be audio-recorded or video-recorded throughout the process and the recordings shall be kept for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
Article 16 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.
Article 17 When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting. 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 18 After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
Article 19 Vote monitoring and counting personnel for the voting on a proposal shall
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be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company. The results of the voting shall be reported on the spot and recorded. Article 20 The chair may direct disciplinary personnel (or security personnel) to assist with the maintenance of order at the meeting site. When the disciplinary personnel (or security personnel) assists with the maintenance of order at the meeting site, the armband showing “disciplinary personnel” shall be worn.

Article 21 Anything that is not provided in these Rules shall be governed by the Company Act and the Articles of Association of the company.

Article 22 These Rules are implemented after approval by shareholders resolution. The same shall be applicable to any amendment.

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Appendix 3 SAMPO CORPORATION Procedures for Election of Directors

Article 1 To ensure a just, fair, and open election of directors, these Procedures are adopted pursuant to Articles 21 and 41 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.
Article 2 Except as otherwise provided by law and regulation or by the Company's articles of incorporation, elections of 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. The composition of the board of directors shall be determined by taking diversity into consideration and formulating an appropriate policy on diversity based on the company's business operations, operating dynamics, and development needs. It is advisable that the policy include, without being limited to, the following two general standards:
Basic requirements and values: Gender, age, nationality, and culture.
Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills, and industry experience.

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:

The ability to make judgments about operations.
Accounting and financial analysis ability.
Business management ability.
Crisis management ability.
Knowledge of the industry.
An international market perspective.
Leadership ability.
Decision-making ability.

More than half of the directors shall be persons who have neither a spousal relationship nor a relationship within the second degree of kinship with any other director.

The board of directors of the Company shall consider adjusting its composition based on the results of performance evaluation.

Article 4 The qualifications for the independent directors of the Company shall comply with Articles 2, 3, and 4 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.
The election of independent directors of the Company shall comply with Articles 5, 6, 7, 8, and 9 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, and shall be conducted in accordance with Article 24 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.
Article 5 Elections of directors at the Company shall be conducted in accordance with the candidate nomination system and procedures set out in Article 192-1 of the Company Act.

When the number of directors falls below five due to the dismissal of a director for any reason, the Company shall hold a by-election to fill the vacancy at its next

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shareholders meeting. When the number of directors falls short by one third of the total number prescribed in the Company’s articles of incorporation, the Company shall call a special shareholders meeting within 60 days from the date of occurrence to hold a by-election to fill the vacancies.

When the number of independent directors falls below that required under the proviso of Article 14-2, paragraph 1 of the Securities and Exchange Act, a byelection shall be held at the next shareholders meeting to fill the vacancy. When the independent directors are dismissed en masse, a special shareholders meeting shall be called within 60 days from the date of occurrence to hold a by-election to fill the vacancies.

Article 6 The cumulative voting method shall be used for election of the directors at the Company. Each share will have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates.
Article 7 The board of directors shall prepare separate ballots for directors 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 nonindependent director positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.
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 voting commences.
Article 10 A ballot is invalid under any of the following circumstances:
The ballot was not prepared by a person with the right to convene.
A blank ballot is placed in the ballot box.
The writing is unclear and indecipherable or has been altered.
The candidate whose name is entered in the ballot does not conform to the director candidate list.
Other words or marks are entered in addition to the number of voting rights allotted.
Article 11 The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as directors and the numbers of votes with which they were elected, shall be announced by the chair on the site.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
Article 12 These Procedures, and any amendments hereto, shall be implemented after approval by a shareholders meeting.
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Appendix 4 SAMPO CORPORATION Shareholding of All Directors

Transfer suspension start date: April 18, 2021

	Transfer suspension start date:	April 18, 2021
Title	Name	Shares
Chairman	Representative of the Chen Mao-Bang Industry and Commerce Development Foundation: Chen, Sheng-Tien	2,360,032
Vice Chairman	CHEN, SHENG-CHUAN	7,000,932
Director	Representative of Chen Zhang Xiu Ju Culture and Education Foundation: Hsu, Ching-Chao	4,006,453
Director	Chen, Sheng-Wei	8,122,698
Independent Director	Chian, Chen-Rong	80,000
Independent Director	Lou, Yung-Chien	0
Independent Director	Huang, Chiu-Yung	0
Number of shares held by all directors (excluding independent directors)		21,490,115
Minimum number of shares held byall directors		15,488,000

Note: As of the transfer suspension date for this annual meeting of shareholders April 18, 2021, the paid-in capital of the company is 387,200,000 shares.

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SAMPO — AGM Information 2021

51876_rns_2021-09-07_9a33c196-6640-4020-836e-f739d833bfd7.pdf

SAMPO CORPORATION 2021 Annual Meeting of Shareholders Handbook

Table of Contents

SAMPO CORPORATION Procedure for the 2021 Annual Meeting of Shareholders

SAMPO CORPORATION Agenda of 2021 Annual Meeting of Shareholders

Report Items

Proposals

SAMPO CORPORATION

The 2020 Earnings Distribution Statement

Discussion Items

Resolution:

Questions and Motions

Adjournment of meeting

Attachment 1

Business Report

I. Business result in 2020

(1) Implementation of operational plan:

II. Summary of business plan in 2021

Attachment 2

Audit Committee’s Audit Report

Approved

2021 Regular Shareholders’ meeting

Attachment 3

Independent Auditor’s Report

To SAMPO CORPORATION:

Key Audit Matters

Key Audit Matter: Authenticity of sales to hypermarket channels

Other Matters

SAMPO CORPORATION and Subsidiaries

Consolidated balance sheet

December 31, 2020 and 2019

SAMPO CORPORATION and Subsidiaries

Consolidated Income Statement

January 1 to December 31, 2020 and 2019

(Continued from previous page)

SAMPO CORPORATION and Subsidiaries

Consolidated Statements of Changes in Shareholders’ Equity

Shareholders' equity

SAMPO CORPORATION and Subsidiaries

Consolidated Statements of Cash Flow

January 1 to December 31, 2020 and 2019

(Continued from previous page)

(Continued from previous page)

Independent Auditor’s Report

To SAMPO CORPORATION:

Auditor’s opinions

Key Audit Matter: Authenticity of sales to hypermarket channels

SAMPO CORPORATION

Individual Balance Sheet

December 31, 2020 and 2019

SAMPO CORPORATION

Individual Comprehensive Income Statement

January 1 to December 31, 2020 and 2019

(Continued from previous page)

SAMPO CORPORATION

Individual Statements of Changes in Shareholders’ Equity

SAMPO CORPORATION

Individual Statements of Cash Flow

January 1 to December 31, 2020 and 2019

(Continued from previous page)

(Continued from previous page)

Appendix 1 Articles of Association of SAMPO CORPORATION

Chapter I General Principles

Chapter 2 Stock shares

Chapter 3 Shareholders’ Meeting

Chapter 4 Directors and Audit Committee

Chapter 5 Managerial Officers

Chapter 6 Accounting

Chapter 7 Supplementary Provisions

Appendix 2

SAMPO CORPORATION Rules of Procedure for Shareholders’ Meetings

Appendix 3

SAMPO CORPORATION Procedures for Election of Directors

Appendix 4

SAMPO CORPORATION Shareholding of All Directors

More from SAMPO

SAMPO AGM Information 2021