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SHINKO.TEXTILE AGM Information 2021

Jul 23, 2021

51794_rns_2021-07-23_c558e9cd-cca1-4e47-ac9a-88d36cc29d6c.pdf

AGM Information

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Stock Code: 1419

==> picture [87 x 34] intentionally omitted <==

Shinkong Textile Co., Ltd. Annual Shareholders’Meeting of 2021

Meeting Handbook

(This translated document is prepared in accordance with the Chinese version and is for reference only. In the event of any inconsistency between the English version and the Chinese version, the Chinese version shall prevail.)

Jun. 18, 2021

8/F, No. 15, Section 2, Jianguo North Road, Taipei City (Shinkong Insurance Tower)

Table of Contents

Table of Contents
Meeting Procedure ································································ 1
Meeting Agenda ··································································· 2
Announcements ···································································· 3
Election ············································································· 5
Proposals and Discussions ························································ 6
Extempore Motions································································ 7
Attachment I Business Report ·································· 8
Attachment II Audit Committee's Review Report ············ 10
Attachment III List of Independent Director Candidates ····· 11
Attachment IV
CPA's
Audit
Report
and
Financial
Statements ········································ 12
Attachment V Earnings Distribution Table ··················· 31
Attachment VI
Details of Releasing Independent Directors
from Non-competition Restrictions ··········· 32
Appendix I Articles of Incorporation ······················· 33
Appendix II Rules
of
Procedure
for
Shareholders'
Meetings ·········································· 42
Appendix III Rules for Election of Directors ················ 47
Appendix IV Shareholdings of All Directors ················ 50

Shinkong Textile Co., Ltd. Procedure for 2021 Annual Shareholders’ Meeting

  • I. Meeting Called to Order

  • II. Chairman's Remarks

  • III. Announcements

  • IV. Election

  • V. Proposals and Discussions

  • VI. Extempore Motions

  • VII. Adjournment

1

Shinkong Textile Co., Ltd.

Agenda of 2021 Annual Shareholders’ Meeting

Time: 9:00 a.m. on Jun. 18, 2021 (Friday)

Venue: 8/F, No. 15, Section 2, Jianguo North Road, Taipei City (Shinkong Insurance Tower)

Report the number of shares represented at the meeting

  • I. Meeting Called to Order

  • II. Chairman's Remarks

III. Announcements

  • (I) 2020 Business Report

  • (II) Audit Committee's Review Report

  • (III) Report on the Distribution of Remuneration to Employees and Directors of 2020

(IV) Report on Distribution of Earnings in Cash Dividends of 2020

  • IV. Election

Proposal for By-election of Independent Director

  • V. Proposals and Discussions

  • (I) Ratification of 2020 Business Report and Financial Statements

  • (II) Ratification of 2020 Earnings Distribution

(III) Releasing New Directors from Non-competition Restrictions

VI. Extempore Motions

VII. Adjournment

2

[Announcements]

  • (I) 2020 Business Report

  • 2020 Business Report (please refer to Attachment I on page 8)

  • (II) Audit Committee's Review Report

Audit Committee's Review Report (please refer to Attachment II on page 10)

  • (III) Report on the Distribution of Remuneration to Employees and Directors of 2020

  • Pursuant to Article 27 of the Articles of Incorporation, the Company shall allocate no less than one percent as the remuneration for employees and no more than five percent as the remuneration for Directors, if there’s balance after deducting accumulated losses from the earnings of current year (i.e. the earnings before deducting the remuneration for employees and Directors from the earnings before tax).

  • The Company distributed NT$7.4 million of remuneration to employees and Directors respectively for the year of 2020. Both were paid in cash.

  • (IV) Report on Distribution of Earnings in Cash Dividends of 2020

    1. Pursuant to Article 27-1 of the Articles of Incorporation, the earnings shall be distributed in the form of cash dividends, and the Board of the Directors is authorized to make a resolution and report to the Shareholders’ Meeting.

3

  1. It is proposed to allocate NT$300,041,280 of dividends for shareholders from the accumulated distributable earnings of 2020, and pay NT$1 for each share, and authorize the Chairman to determine dividend base date, payment date, and other related matters.

  2. For the distribution of cash dividends this time, if the distribution ratio needs to be revised due to the change to the distribution ratio caused by the changes in the number of the Company’s outstanding shares, the Company authorizes the Chairman to handle it.

4

[Election]

Proposed by the Board of Directors

Subject: The Proposal for By-election of Independent Director is hereby submitted for ratification.

Description:

  • I. The Independent Director, Hon-Kit Shing, resigned on Jun. 18, 2021 due to personal reasons. The by-election shall be conducted according to the laws at the Annual Shareholders' Meeting.

  • II. In accordance with the Company’s Articles of Incorporation and Article 192-1 of the Company Act, a candidate nomination system shall be adopted for this election of Director, and the list of Independent Director Candidates has been approved by the Company in a resolution of its Board of Directors on May 7, 2021. Please refer to Attachment III on page 11 for the list of candidates for Independent Director.

  • III. The tenure of the Independent Director elected this time shall be from the date of the by-election to Jun. 18, 2023 (i.e. until the expiration of the original tenure).

  • IV. This by-election shall be conducted according to the Company's election rules for Directors.

  • V. The proposal is hereby submitted for election.

Election Results:

5

[Proposals and Discussions]

Item I

Proposed by the Board of Directors

Subject: 2020 Business Report and Financial Statements are hereby submitted for ratification.

Description:

  • I. The Company’s 2020 Business Report as well as Financial Statements and Consolidated Financial Statements reviewed by CPAs have been submitted to Audit Committee for audit and Review Reports have been issued.

  • II. The Business Report as well as the reports and various Financial Statements reviewed by CPAs are submitted for ratification.

  • (Please refer to Attachment I on page 8, and Attachment

  • IV on page 12 30)

Resolution:

Item II Proposed by the Board of Directors

Subject: 2020 Earnings Distribution is hereby submitted for ratification.

Description:

  • I. Please refer to Attachment V on page 31 for 2020 Earnings Distribution.

  • II. The proposal is hereby submitted for ratification.

Resolution:

6

Item III Proposed by the Board of Directors

Subject: Releasing New Directors from Non-competition Restrictions is hereby submitted for discussion.

Description:

  • I. According to Article 209 of the Company Act: "A director who does anything for himself/herself or for another person that is within the scope of the company's business, shall explain to the Shareholders’ Meeting the essential contents of such an act and secure its approval."

  • II. In order to draw on the Company Directors’ expertise and relevant experience, it is proposed for the Shareholders’ Meeting to approve on releasing the newly elected Directors from non-competition restrictions.

  • III. Please refer to Attachment VI on page 32 for the details of Directors from nonreleasing Independent

  • competition restrictions, and the releasing objects shall be the Directors actually elected.

  • IV. The proposal is hereby submitted for discussion.

Resolution:

[Extempore Motions]

[Adjournment]

7

Attachment I

Business Report

The Company’s 2020 annual operating revenue was NT$1,946,096 thousand, an increase of NT$54,430 thousand as compared with the previous year, its gross profit was NT$490,775 thousand, an increase of NT$24,024 thousand as compared with the previous year, its profit from operations was NT$69,776 thousand, an increase of NT$52,197 thousand as compared with the previous year, its net profit after tax was NT$365,025 thousand, a decrease of NT$22,406 thousand as compared with the previous year, and its EPS after tax was NT$1.22.

The production and sales status of the Company are described as follows:

  • I. Production status: The Company produced 2,790,694 yds in the current period, a decrease of 595,699 yds as compared with 3,386,393 yds of the previous period; and processed 9,624,121 yds, a decrease of 520,981 yds as compared with 10,145,102 yds of the previous period.

  • II. Business status: The total net operating revenue of the current period was NT$1,946,096 thousand, an increase of NT$54,430 thousand as compared with NT$1,891,666 thousand of the previous period, reached 101.77% of the budget.

Overview of the business operations of business departments is as follows:

  • (I) Marketing Department: focused on export of finished fabrics. Its revenue of the current period was NT$1,159,247 thousand, a decrease of 3.81% as compared with the same period of last year, reached 97.46% of the budget. The decrease resulted from the decrease in the fabrics for fashion, and the increase resulted from the increase in the fabrics for sportswear. There was no significant decrease due to the offsetting of and between them.

8

  • (II) Retail Department: focused on retailing in the domestic apparel market. Its revenue of the current period was NT$633,895 thousand, an increase of 17.92% as compared with the same period of last year, reached 110.54% of the budget. Its revenue increase arose from domestic consumption and purchase due to the decrease in overseas traveling of Chinese people. There was a significant increase in the sales of all brand stores of the Retail Department.

  • (III) Business Development Department: Its revenue of the current period was NT$152,954 thousand, an increase of 2.74% as compared with the same period of last year, reached 104% of the budget.

The consolidated operating revenue throughout 2020 was NT$2,149,213 thousand, an increase of NT$65,632 thousand as compared with the same period of last year, reached 102.61% of the budget. Its net profit after tax owned by the Company’s owner was NT$365,025 thousand.

The businesses in 2021 are estimated to be affected by three major factors: (I) increase in the rate of Covid-19 vaccine delivery, which will inevitably cause the increase in the demands in market; (II) significant decrease in the production of raw materials in the past, which causes the failure in coping with the short-term increase in the demands in current market, and significant increase in the funds in market, which results in that the price of raw materials is on the verge of losing control; (III) the strong appreciation of new Taiwan Dollars, which is difficult to be changed and causes significant challenge in export market due to its impact, but the domestic retail market is still optimistic because overseas travel is still restricted in the short term. On the whole, there’s a good prospect in terms of SKT’s businesses, but there’s also a great challenge in making profit, and it still needs to rely on its flexible adjustment and control ability to manage the drastically changing situation.

9

Attachment II

Shinkong Textile Co., Ltd.

Audit Committee's Review Report

The Board of Directors has submitted the Company’s Business Report, Financial Statements, Earnings Distribution proposal, and other statements for 2020. The Financial Statements and Consolidated Financial Statements have been duly audited by the CPA Li-Huang Li and CPA Jui-Chuan Chih from Deloitte, and Audit Reports have been issued. The above-mentioned statements have been reviewed by us, the Audit Committee of the Company. We have not found any inconsistencies with applicable laws in our review. Therefore, we, the Audit Committee, hereby issue this report in compliance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act. Please review.

Shinkong Textile Co., Ltd.

Convener of the Audit Committee: Te-Jui Chen

Mar. 30, 2021

10

Attachment III

List of Independent Director Candidates

Category Name Academic
Background
Experiences Current
Position
Independent
Director
Wei-Kan Chen Master of Finance,
University of
Cambridge, UK
Master of Design
Studies (Real
Estate), Harvard
University, USA
Bachelor of
Architecture,
University of
Southern California
1. Yaoda Construction
Co.,Ltd/ Senior
Advisor
2. Los Angeles City
College
Foundation/Director
3. Preferred Bank/First
Vice President and
Customer Relations
Manager of the
Commercial Banking
Department
4. Yuanqi Construction
Development Co.,
Ltd./Chief Operating
Officer
5. Standard Pacific
Homes/ Financial
Planning
Department
Assistant Treasurer
6. City National
Bank/Vice President
and Customer
Relations Manager
of Real Estate
Department
Yaoda Construction
Co.,Ltd./Senior
Advisor

11

Attachment IV

CPA's Audit Report and Financial Statements

Independent Auditors' Report

To Shinkong Textile Co., Ltd.

Audit opinion

We have audited the parent company only balance sheets of Shinkong Textile Co., Ltd. (hereinafter referred to as the "Company") as of December 31, 2020 and 2019; and the related parent company only statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to parent company only financial statements (including a summary on significant accounting policies).

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

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are ones that were of most significance in our audit of the parent company only financial statements of the Company for the year ended December 31, 2020 based on our professional judgment. These matters have been covered during the audit of the overall parent company only financial statements and in forming the audit opinion. We will not express a separate opinion on these matters.

Key audit matters of the parent company only financial statements for the year ended December 31, 2020 are as follows:

Authenticity of sales revenue from specific customers

The Company's principal source of income is the sale of various types of fabrics and finished clothing, apparel agency and property leasing. Significant risk is presumed in revenue recognition in view of significance and auditing standards. In our opinion, the authenticity on revenue from customers with

12

specific trading terms has significant impact on the financial statements. Thus, we identified the authenticity of sales revenue from specific customers as a key audit matter. For the accounting policies related to revenue recognition, please refer to Note IV(XIII) of the notes to parent company only financial statements.

Our corresponding audit procedures were as follows:

  1. We understood and tested the design and implementation of internal controls in relation to the recognition of sales revenue from specific customers.

  2. From the sales details of specific customers above, we selected proper samples to inspect the relevant supporting documents and tested the collection conditions to confirm the authenticity of sales transactions.

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

The responsibilities of management are to prepare the parent company only financial statements with fair presentation in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and maintain necessary internal controls associated with the preparation in order to ensure the parent company only financial statements are free from material misstatement, whether due to fraud or error.

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

Those charged with governance, including the audit committee, are responsible for overseeing the Company's financial reporting process.

Auditors' Responsibilities for the Audit of the Parent Company Only Financial Statements

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

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

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

13

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

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

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

  4. Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  5. Obtain sufficient and appropriate audit evidence regarding the financial information of entities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision, and performance of the audit. We remain solely responsible for our audit opinion.

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

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

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

Deloitte & Touche
CPA Li-Huang Li CPA Jui-Chuan Chih
Securities and Futures Commission Financial Supervisory Commission Approval
Approval No. No.
Tai-Cai-Zheng-6-0930128050 Jin-Guan-Zheng-Shen-1060023872

March 30, 2021

Notice to Readers

14

For the convenience of readers, the independent auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and financial statements shall prevail.

15

Shinkong Textile Co., Ltd. Parent Company Only Balance Sheets December 31, 2020 and 2019 (In Thousands of New Taiwan Dollars)

Code

1100
1110
1120
1150
1170
1180
1200
1210
1220
130X
1410
1470
11XX

1517
1535
1550
1600
1755
1760
1780
1840
1990
15XX
1XXX

Code


2100
2110
2130
2150
2160
2170
2180
2219
2220
2230
2280
2320
2399
21XX

2540
2570
2580
2645
25XX
2XXX

3110
3200
3310
3320
3350
3300
3410
3420
3400
3500
3XXX
Assets
Current assets
Cash and cash equivalents
Financial assets at fair value through profit or loss
Financial assets at fair value through other comprehensive income - current
Notes receivable
Accounts receivable
Accounts receivable - related parties, net
Other receivables
Other receivables - related parties
Current tax assets
Inventories
Prepayments
Other current assets
Total current assets
Non-current assets
Financial assets at fair value through other comprehensive income - non-current
Financial assets at amortized cost - non-current
Investments accounted for using the equity method
Property, plant and equipment
Right-of-use assets
Investment properties
Other intangible assets
Deferred tax assets
Other non-current assets
Total non-current assets
Total Assets
Liabilities and equity
Current liabilities
Short-term borrowings
Short-term bills payable
Contract liabilities - current
Notes payable
Notes payable - related parties
Accounts payable
Accounts payable - related parties
Other payables
Other payables - related parties
Current tax liabilities
Lease liabilities - current
Current portion of long-term borrowings
Other current liabilities
Total current liabilities
Non-current liabilities
Long-term borrowings
Deferred tax liabilities
Lease liabilities - non-current
Guarantee deposits received
Total non-current liabilities
Total liabilities
Equity
Share capital
Common stock
Capital surplus
Retained earnings
Legal reserve
Special reserve
Unappropriated earnings
Total retained earnings
Other equity
Exchange differences on translating the financial statements of foreign
operations
Unrealized gains (losses) on financial assets at fair value through other
comprehensive income
Total other equity
Treasury share
Total equity
Total Liabilities and Equity
December 31,2020 December 31,2020 %
4
2
10
-
2
-
-
-
-
4
-
-
22
34
-
19
2
1
21
-
-
1
78
100
11
7
-
1
-
-
-
1
-
-
-
2
-
22
-
4
1
-
5
27
24
-
4
8
7
19
-
30
30
-
73
100
December 31,2019 December 31,2019
Amount
$ 506,335
187,529
1,240,057
7,152
282,717
37,908
8,891
19,640
848
446,537
56,335
7,737
2,801,686
4,216,295
1,800
2,332,254
271,270
95,613
2,666,789
2,218
36,326
52,841
9,675,406
$ 12,477,092
$ 1,350,000
858,849
49,901
99,439
12,039
58,740
529
80,718
1,231
28,560
36,117
190,000
2,260
2,768,383
-
517,977
60,887
42,481
621,345
3,389,728
3,000,413
7,911
459,911
1,006,548
951,961
2,418,420

5,019 )
3,678,813
3,673,794

13,174)
9,087,364
$ 12,477,092
Amount
$ 498,881
105,558
1,007,723
6,882
172,626
32,778
9,774
21,177
848
481,921
56,508
842
2,395,518
4,070,325
4,050
2,256,547
295,788
138,856
2,689,790
2,752
4,943
17,662
9,480,713
$ 11,876,231
$ 1,410,000
589,297
37,974
99,912
2,613
59,313
1,074
74,194
8,382
-
42,711
-
2,139
2,327,609
190,000
515,915
97,011
41,304
844,230
3,171,839
3,000,413
6,916
421,099
1,006,548
912,129
2,339,776

1,416 )
3,371,877
3,370,461

13,174)
8,704,392
$ 11,876,231
%
















(


(



































(


(



















4
1
9
-
1
-
-
-
-
4
1
-
20
34
-
19
3
1
23
-
-
-
80
100
12
5
-
1
-
1
-
1
-
-
-
-
-
20
2
4
1
-
7
27
25
-
4
8
8
20
-
28
28
-
73
100

16

Shinkong Textile Co., Ltd.

Parent Company Only Statements of Comprehensive Income For the Years Ended December 31, 2020 and 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Code
Operating revenue
4100
Sales revenue

4300
Rental revenue
4800
Other operating revenue

4000
Total operating revenue

Operating costs
5110
Cost of goods sold

5300
Rental costs

5000
Total operating costs

5900
Gross Profit

Operating expenses
6100
Selling and marketing

6200
General and administrative

6300
Research and development

6400
Expected credit (loss)/gain

6000
Total operating expenses

6500
Other operating income and expenses
6900
Profit/(loss) from operations

Non-operating income and expenses
7100
Interest income
7190
Other income
7020
Other gains and losses

7050
Finance costs

7070
Share of profit or loss of
subsidiaries, associates and
joint ventures accounted for
using the equity method

7000
Total non-operating income and
expenses

7900
Income before income tax
7950
Income tax (expense)/
benefit

8200
Net income
2020 %
92

8

-

100

( 73 )
(
2)

(75)

25

( 16 )
(
5 )
(
1 )

-

(22)


-


3

-
13
(
2 )
(
1 )

6

16

19

-

19
2019
Amount
$ 1,791,614

153,486
996

1,946,096


1,410,896 )

44,425)

1,455,321)

490,775


305,145 )


91,398 )


23,704 )

650)

420,897)

102)

69,776

1,950
242,415


34,722 )


21,158 )

117,840

306,325

376,101

11,076)

365,025
Amount
$ 1,741,225

149,420
1,021

1,891,666


1,382,453 )

42,463)

1,424,916)

466,750


331,907 )


89,625 )


27,837 )

157

449,212)

41

17,579

4,801
292,425


10,825 )

20,783 )

81,191

346,809

364,388

23,043

387,431
%



(
(
(

(
(
(
(
(
(


(
(


(



(
(
(

(
(
(

(


(
(



92
8

-
100
( 73 )
(
2)
(75)
25
( 18 )
(
5 )
(
1)

-
(24)

-

1
-
16
-
(
1 )

4
19
20

1
21

(Continued on the next page)

17

(Continued from the previous page)

Code
Other comprehensive income
8310
Items that will not be reclassified
subsequently to profit or loss:
8311
Remeasurement of defined
benefit plans
8316
Unrealized gains (losses) on
investments in equity
instruments at fair value
through other
comprehensive income
8330
Share of other
comprehensive income of
subsidiaries, associates
and joint ventures
accounted for using the
equity method
8360
Items that may be reclassified
subsequently to profit or loss:
8361
Exchange differences on
translating the financial
statements of foreign
operations

8370
Share of other
comprehensive income of
subsidiaries, associates
and joint ventures
accounted for using the
equity method

8399
Income tax relating to items
that may be reclassified
subsequently to profit or
loss

8300
Total other comprehensive
income, net of tax

8500
Total comprehensive income
Earnings per share
From continuing operations
9710
Basic

9810
Diluted
2020 %
-

17
-
-

(
1 )

-

16

35


2019
Amount
3,110
320,507

5,043

24 )

3,584 )

5

325,057

$ 690,082

$ 1.22
$ 1.22
Amount

584 )
196,203

3,641

233 )

1,072 )
47

198,002

$ 585,433

$ 1.29
$ 1.29
%


(
(





(
(
(




-
10
-
-
-

-
10
31

18

Shinkong Textile Co., Ltd.

Parent Company Only Statements of Changes in Equity For the Years Ended December 31, 2020 and 2019 (In Thousands of New Taiwan Dollars)

Code
A1
Balance at January 1, 2019
Appropriation and distribution of earnings for 2018:
B1
Legal reserve
B5
Cash dividends to shareholders of the Company
Other changes in capital surplus:
M1
Changes in capital surplus from dividends paid to
subsidiaries
T1
Dividends not collected before the designated date
Q1
Disposal of investments in equity instruments at fair value
through other comprehensive income
D1
Net income in 2019
D3
Other comprehensive income in 2019, net of tax

D5
Total comprehensive income in 2019

Z1
Balance at December 31, 2019
Appropriation and distribution of earnings for 2019:
B1
Legal reserve
B5
Cash dividends to shareholders of the Company
Other changes in capital surplus:
M1
Changes in capital surplus from dividends paid to
subsidiaries
M7
Changes in percentage of ownership interests in subsidiaries
T1
Dividends not collected before the designated date
Q1
Disposal of investments in equity instruments at fair value
through other comprehensive income
D1
Net income in 2020
D3
Other comprehensive income in 2020, net of tax

D5
Total comprehensive income in 2020

Z1
Balance at December 31, 2020
Share capital
Number of Shares
(in Thousands)
Amount
300,041
$ 3,000,413

-
-
-
-
-
-
-
-
-
-
-
-

-

-


-

-

300,041
3,000,413
-
-
-
-
-
-
-
-
-
-
-
-
-
-

-

-


-

-


300,041
$ 3,000,413
Share capital
Number of Shares
(in Thousands)
Amount
300,041
$ 3,000,413

-
-
-
-
-
-
-
-
-
-
-
-

-

-


-

-

300,041
3,000,413
-
-
-
-
-
-
-
-
-
-
-
-
-
-

-

-


-

-


300,041
$ 3,000,413
Capital surplus
$ 5,957

-
-
681
278
-
-

-


-

6,916
-
-
804
-
191
-
-

-


-

$ 7,911
Retained earnings Unappropriated
earnings
$ 806,554

(
28,255 )
(
254,292 )
-
-
1,275
387,431
(
584)


386,847

912,129

(
38,812 )
(
300,041 )
-
(
8,064 )
-
18,614
365,025

3,110


368,135

$ 951,961
Other equity
Exchange
differences on
translating the
financial statements
of foreign
operations
Unrealized gains
(losses) on
financial assets at
fair value through
other
comprehensive
income
( $ 158 ) $ 3,173,308


-
-

-
-
-
-
-
-
-
(
1,275 )
-
-
(
1,258)

199,844

(
1,258)

199,844

(
1,416 )
3,371,877


-
-

-
-
-
-

-
-
-
-
-
(
18,614 )
-
-
(
3,603)

325,550

(
3,603)

325,550

($ 5,019)
$ 3,678,813
Other equity
Exchange
differences on
translating the
financial statements
of foreign
operations
Unrealized gains
(losses) on
financial assets at
fair value through
other
comprehensive
income
( $ 158 ) $ 3,173,308


-
-

-
-
-
-
-
-
-
(
1,275 )
-
-
(
1,258)

199,844

(
1,258)

199,844

(
1,416 )
3,371,877


-
-

-
-
-
-

-
-
-
-
-
(
18,614 )
-
-
(
3,603)

325,550

(
3,603)

325,550

($ 5,019)
$ 3,678,813
Treasuryshare
$ 13,174 )
-
-

-
-

-
-
-

-


13,174 )
-
-

-
-

-

-
-
-

-

$ 13,174)
Total Equity
Number of Shares
(in Thousands)
300,041

-
-
-
-
-
-

-


-

300,041
-
-
-
-
-
-
-

-


-


300,041
Legal reserve
$ 392,844

28,255
-
-
-
-
-
-

-

421,099
38,812
-
-
-
-
-
-
-

-

$ 459,911
Special reserve
$ 1,006,548

-

-

-
-
-
-

-


-

1,006,548
-

-

-
-

-
-
-

-


-

$ 1,006,548
Exchange
differences on
translating the
financial statements
of foreign
operations
( $ 158 )

-

-
-
-
-

-
(
1,258)

(
1,258)

(
1,416 )

-

-
-

-
-
-

-
(
3,603)

(
3,603)

($ 5,019)

























(
(
(

(
(
(


(


(
(
(



(
(
(

(



(


(



(



(

(



(
(


$ 8,372,292
-

254,292 )
681
278
-
387,431
198,002
585,433

8,704,392
-

300,041 )
804

8,064 )
191
-
365,025
325,057
690,082
$ 9,087,364

.

19

Shinkong Textile Co., Ltd.

Parent Company Only Statements of Cash Flows For the Years Ended December 31, 2020 and 2019 (In Thousands of New Taiwan Dollars)

Code
Cash flows from operating activities
A10000
Income before income tax

A20010
Adjustments:
A20100
Depreciation
A20200
Amortization
A20300
Expected credit loss/(gain)
A20400
Net losses (gains) on financial assets
and liabilities at fair value through
profit or loss
A20900
Finance costs
A21200
Interest income

A21300
Dividend income

A22400
Share of profit or loss of subsidiaries
and associates accounted for using
the equity method
A22500
(Gain)/loss on disposal of property,
plant and equipment
A23200
Loss on disposal of investments
accounted for using the equity
method
A23800
Write-downs of inventories
A24500
Dividends not collected before the
designated date reclassified to
capital surplus
A29900
Gains (losses) on lease modification
A30000
Changes in operating assets and liabilities,
net
A31130
Notes receivable

A31150
Accounts receivable

A31180
Other receivables
A31200
Inventories
A31230
Prepayments

A31240
Other current assets

A32125
Contract liabilities
A32130
Notes payable
A32150
Accounts payable

A32180
Other payables

A32230
Other current liabilities
A32240
Net defined benefit liabilities

A33000
Cash generated from operations
A33300
Interest paid

A33500
Income tax paid

AAAA
Net cash generated from operating
activities
Cash flows from investing activities
B00010
Acquisition of financial assets at fair value
through other comprehensive income
B00020
Proceeds from disposal of financial assets at
fair value through other comprehensive
income
2020
$ 376,101

121,418
1,568
650

4,275

21,158

1,950 )


232,894 )


117,840 )


150 )
-
20,489
191
98


270 )

115,871 )

22,059
14,895


47 )


6,895 )

11,927
8,953

1,118 )

653 )
204
819)

125,479

21,580 )

30,576)

73,323


125,717 )

24,394
2019

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

(

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

(
$ 364,388
138,199
1,199

157 )

4,657 )
20,783

4,801 )

287,764 )

81,191 )
725
158
18,588
278

41 )
9,540

38,570 )
8,870

79,945 )

6,297 )

176 )
7,317
1,559
16,407
14,350
50
772)
98,040

21,180 )
614)
76,246

129,206 )
9,934

20

B00030
Proceeds from capital reduction of financial
assets at fair value through other
comprehensive income
B00040
Acquisition of financial assets at amortized
cost
B00050
Disposal of financial assets at amortized cost
B00100
Acquisition of financial assets at fair value
through profit or loss
(
B00200
Disposal of financial assets at fair value
through profit or loss
B01800
Acquisition of long-term investment in
shares accounted for using the equity
method
(
B02300
Net cash inflow on disposal of subsidiaries
B02700
Acquisition of property, plant, and
equipment
(
B02800
Proceeds from disposal of property, plant,
and equipment
B03800
Decrease in refundable deposits
B04300
Decrease in other receivables - related
parties
B04500
Acquisition of intangible assets
(
B07100
Increase in prepayments for equipment
(
B07500
Interest received
B07600
Dividends received from
subsidiaries/associates
B07600
Other dividends received

BBBB
Net cash generated from investing
activities

Cash flows from financing activities
C00200
Decrease in short-term borrowings
(
C00500
Increase in short-term bills payable
C00600
Decrease in short-term bills payable
C01600
Proceeds from long-term borrowings
C03000
Proceeds from guarantee deposits received
C04020
Repayment of the principal portion of lease
liabilities
(
C04500
Dividends paid
(
CCCC
Net cash used in financing activities
(
EEEE
Net increase in cash and cash equivalents
E00100 Cash and cash equivalents at beginning of year

E00200 Cash and cash equivalents at end of year
28,257
-
(

2,250

176,587 )
(
90,341

9,607 )
(
-

28,782 )
(
150
1,647
-

814 )
(

39,349 )
(
1,950
60,289
232,894

61,316


60,000 )
(
270,000
-
(
-
1,177

38,321 )
(
300,041)
(
127,185)
(
7,454
498,881

$ 506,335
14,066

100 )
-

25,001 )
15,271

63,684 )
52,650

17,886 )
50
478
95,000

2,720 )

1,558 )
4,801
70,709
287,764
310,568

270,000 )
-

10,000 )
190,000
5,173

41,061 )
254,292)
380,180)
6,634
492,247
$ 498,881

21

Independent Auditors' Report

To Shinkong Textile Co., Ltd.

Audit opinion

We have audited the consolidated balance sheets of Shinkong Textile Co., Ltd. and its subsidiaries (hereinafter referred to as the "Group") as of December 31, 2020 and 2019; and the related consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to consolidated financial statements (including a summary on significant accounting policies).

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

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are ones that were of most significance in our audit of the consolidated financial statements of the Group for the year ended December 31, 2020 based on our professional judgment. These matters have been covered during the audit of the overall consolidated financial statements and in forming the audit opinion. We will not express a separate opinion on these matters.

Key audit matters of the consolidated financial statements for the year ended December 31, 2020 are as follows:

Authenticity of sales revenue from specific customers

The Group's principal source of income is the sale of various types of fabrics and finished clothing, apparel agency and property leasing. Significant risk is presumed in revenue recognition in view of significance and auditing standards. In our opinion, the authenticity on revenue from customers with specific trading terms has significant impact on the financial statements. Thus, we identified the authenticity of sales revenue from specific customers as a key audit matter. For the accounting policies related to revenue recognition, please refer to Note IV(XIII) of the notes to consolidated financial statements.

22

Our corresponding audit procedures were as follows:

  1. We understood and tested the design and implementation of internal controls in relation to the recognition of sales revenue from specific customers.

  2. From the sales details of specific customers above, we selected proper samples to inspect the relevant supporting documents and tested the collection conditions to confirm the authenticity of sales transactions.

Other Matters

Shinkong Textile Co., Ltd. has also prepared parent company only financial statements for the years ended December 31, 2020 and 2019, which we had audited and issued an unqualified opinion.

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

The responsibilities of management are to prepare the consolidated financial statements with fair presentation in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers as well as the IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission, and maintain necessary internal controls associated with the preparation in order to ensure the consolidated financial statements are free from material misstatement, whether due to fraud or error.

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

Those charged with governance, including the audit committee, are responsible for overseeing the Group's financial reporting process.

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

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

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

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

23

  1. 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 Group's internal control.

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

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

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

  5. Obtain sufficient and appropriate audit evidence regarding the financial information of entities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the audit. We remain solely responsible for our audit opinion.

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

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

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

Deloitte & Touche CPA Li-Huang Li CPA Jui-Chuan Chih

Securities and Futures Commission Approval No. Financial Supervisory Commission Approval No. Tai-Cai-Zheng-6-0930128050 Jin-Guan-Zheng-Shen-1060023872

March 30, 2021

Notice to Readers

For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.

24

Shinkong Textile Co., Ltd. and Subsidiaries Consolidated Balance Sheets December 31, 2020 and 2019 ((In Thousands of New Taiwan Dollars)

Code

1100
1110
1120
1150
1170
1180
1200
1220
130X
1410
1470
11XX

1517
1535
1550
1600
1755
1760
1780
1840
1990
15XX
1XXX

Code

2100
2110
2130
2150
2160
2170
2180
2219
2220
2230
2280
2320
2399
21XX

2540
2570
2580
2645
25XX
2XXX

3110
3200
3310
3320
3350
3300
3410
3420
3400
3500
31XX
36XX

3XXX
Assets
Current assets
Cash and cash equivalents
Financial assets at fair value through profit or loss
Financial assets at fair value through other comprehensive income -
current
Notes receivable
Accounts receivable
Accounts receivable - related parties, net
Other receivables
Current tax assets
Inventories
Prepayments
Other current assets
Total current assets
Non-current assets
Financial assets at fair value through other comprehensive income - non-
current
Financial assets at amortized cost - non-current
Investments accounted for using the equity method
Property, plant and equipment
Right-of-use assets
Investment properties
Other intangible assets
Deferred tax assets
Other non-current assets
Total non-current assets
Total Assets
Liabilities and equity
Current liabilities
Short-term borrowings
Short-term bills payable
Contract liabilities - current
Notes payable
Notes payable - related parties
Accounts payable
Accounts payable - related parties
Other payables
Other payables - related parties
Current tax liabilities
Lease liabilities - current
Current portion of long-term borrowings
Other current liabilities
Total current liabilities
Non-current liabilities
Long-term borrowings
Deferred tax liabilities
Lease liabilities - non-current
Guarantee deposits received
Total non-current liabilities
Total liabilities
Equity attributable to owners of the Company
Share capital
Common stock
Capital surplus
Retained earnings
Legal reserve
Special reserve
Unappropriated earnings
Total retained earnings
Other equity
Exchange differences on translating the financial statements of
foreign operations
Unrealized gains (losses) on financial assets at fair value through
other comprehensive income
Total other equity
Treasury share
Total equity attributable to owners of the Company
Non-controlling Interests
Total equity
Total Liabilities and Equity
December 31,2020 December 31,2020 %
4
2
9
-
2
-
-
-
3
1
-
21
31
-
5
3
1
38
-
-
1
79
100
15
7
-
1
-
1
-
1
-
-
-
1
-
26
-
6
-
1
7
33
22
-
3
8
7
18
-
27
27
-
67
-
67
100
December 31,2019 December 31,2019
Amount
$ 594,798
187,529
1,245,718
7,195
284,094
37,203
9,660
848
452,093
60,429
12,331
2,891,898
4,259,032
1,800
695,686
321,571
106,078
5,093,701
2,368
42,799
164,195
10,687,230
$ 13,579,128
$ 2,003,500
948,687
49,987
99,440
12,229
58,767
529
93,039
1,231
28,980
42,911
190,000
2,718
3,532,018
-
765,872
64,766
129,104
959,742
4,491,760
3,000,413
7,911
459,911
1,006,548
951,961
2,418,420

5,019 )
3,678,813
3,673,794
13,174)
9,087,364
4
9,087,368
$ 13,579,128
Amount
$ 535,465
105,558
1,013,095
6,882
174,679
27,855
9,935
848
487,889
59,813
1,375
2,423,394
4,105,078
4,050
663,641
318,639
151,114
5,127,590
2,752
11,416
111,065
10,495,345
$ 12,918,739
$ 2,006,500
639,270
38,039
99,914
2,803
59,354
1,074
85,682
8,382
502
47,983
-
2,281
2,991,784
190,000
763,810
104,088
129,909
1,187,807
4,179,591
3,000,413
6,916
421,099
1,006,548
912,129
2,339,776

1,416 )
3,371,877
3,370,461
13,174)
8,704,392
34,756
8,739,148
$ 12,918,739
%
















(


(





































(


(





















4
1
8
-
1
-
-
-
4
1
-
19
32
-
5
2
1
40
-
-
1
81
100
16
5
-
1
-
-
-
1
-
-
-
-
-
23
1
6
1
1
9
32
24
-
3
8
7
18
-
26
26
-
68
-
68
100

25

Shinkong Textile Co., Ltd.

Consolidated Statements of Comprehensive Income For the Years Ended December 31, 2020 and 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Code
Operating revenue
4110
Sales revenue

4300
Rental revenue
4800
Other operating revenue

4000
Total operating revenue

Operating costs
5110
Cost of goods sold

5300
Rental costs

5000
Total operating costs

5900
Gross Profit

Operating expenses
6100
Selling and marketing

6200
General and administrative

6300
Research and development

6450
Expected credit gain

6000
Total operating expenses
6500
Other operating income and expenses
6900
Profit from operations

Non-operating income and expenses
7100
Interest income
7190
Other income
7020
Other gains and losses

7050
Finance costs

7060
Share of profit or loss of
associates and joint ventures
accounted for using the
equity method
7000
Total non-operating
income and expenses
7900
Income before income
tax
7950
Income tax
(expense)/benefit
8200
Net income

(Continued on the next page)
2020 %
83

17
-

100


66 )

5)


71)

29


16 )

5 )

1 )
-


22)

-

7

-
12

2 )

1 )
2

11

18

1)

17
2019
Amount
$ 1,792,301
355,916
996

2,149,213


1,411,442 )

114,649)


1,526,091)

623,122


337,249 )

97,970 )

23,704 )

650)


459,573)


102)

163,447

1,977
245,295

36,442 )

27,997 )
49,676.00

232,509

395,956

31,464)

364,492
Amount
$ 1,737,137
344,123
2,321

2,083,581


1,379,987 )

108,782)


1,488,769)

594,812


361,689 )

92,075 )

27,837 )
157


481,444)

41

113,409

4,707
296,095

11,847 )

28,089 )
3,517

264,383

377,792
1,028

378,820
%



(
(
(

(
(
(
(
(
(


(
(


(


(
(
(

(
(
(

(


(
(


(



(
(
(

(
(
(

(


(
(





(
(
(

(
(
(

(



(



83
17
-
100

67 )

5)

72)
28

17 )

5 )

1 )
-

23)
-
5
-
14

-

1 )
-
13
18
-
18

26

(Continued from the previous page)

Code
Other comprehensive income
8310
Items that will not be
reclassified subsequently to
profit or loss:
8311
Remeasurement of
defined benefit plans
8316
Unrealized gains (losses)
on investments in
equity instruments at
fair value through
other comprehensive
income
8320
Share of other
comprehensive
income of associates
and joint ventures
accounted for using
the equity method
8360
Items that may be reclassified
subsequently to profit or
loss:
8361
Exchange differences on
translating the
financial statements of
foreign operations
8370
Share of other
comprehensive
income of associates
and joint ventures
accounted for using
the equity method
8399
Income tax relating to
items that may be
reclassified
subsequently to profit
or loss
8300
Total other
comprehensive
income, net of tax
8500
Total comprehensive income

Net income attributable to:
8610
Owners of the Company

8620
Non-controlling Interests

8600

Total comprehensive income
attributable to:
8710
Owners of the Company

8720
Non-controlling Interests

8700

Earnings per share (Note 27)
9710
Basic

9810
Diluted
2020 %
-

15
-

-


-

-

15

32

17

-

17

32

-

32


2019
Amount
3,110
319,869
5,681

27 )

3,584 )
5

325,054

$ 689,546

$ 365,025

533)

$ 364,492

$ 690,082

536)

$ 689,546

$ 1.22
$ 1.22
Amount

584 )
197,131
2,713

233 )

1,072 )
47

198,002

$ 576,822

$ 387,431

8,611)

$ 378,820

$ 585,433

8,611)

$ 576,822

$ 1.29
$ 1.29
%
(
(




(


(










(
(
(




(


(








(



-
10
-

-

-
-
10
28
19

1)
18
28
-
28

27

Shinkong Textile Co., Ltd.

Consolidated Statements of Changes in Equity For the Years Ended December 31, 2020 and 2019 (In Thousands of New Taiwan Dollars)

Code
A1
Balance at January 1, 2019
Appropriation and distribution of earnings for
2018:
B1
Legal reserve
B5
Cash dividends to shareholders of the
Company
Other changes in capital surplus:
M1
Changes in capital surplus from dividends
paid to subsidiaries
T1
Dividends not collected before the designated
date
Q1
Disposal of investments in equity instruments at
fair value through other comprehensive
income
D1
Net income in 2019
D3
Other comprehensive income in 2019, net of
tax
D5
Total comprehensive income in 2019
O1
Increase in non-controlling interests
Z1
Balance at December 31, 2019
Appropriation and distribution of earnings for
2019:
B1
Legal reserve
B5
Cash dividends to shareholders of the
Company
Other changes in capital surplus:
M1
Changes in capital surplus from dividends
paid to subsidiaries
M5
Acquisition of partial interests in subsidiaries
(Note 29)
T1
Dividends not collected before the designated
date
Q1
Disposal of investments in equity instruments at
fair value through other comprehensive
income
D1
Net income in 2020
D3
Other comprehensive income in 2020, net of
tax
D5
Total comprehensive income in 2020
O1
Decrease in non-controlling interests
Z1
Balance at December 31, 2020
EquityAttributable to Owners of the Company EquityAttributable to Owners of the Company EquityAttributable to Owners of the Company EquityAttributable to Owners of the Company Total
$ 8,372,292
-

254,292 )
681
278
-
387,431
198,002
585,433
-
8,704,392
-

300,041 )
804

8,064 )
191
-
365,025
325,057
690,082
-
$ 9,087,364
Non-controlling
Interests
$ 43,207
-
-
-
-
-

8,611 )
-

8,611)
160
34,756
-
-
-
8,064
-
-

533 )

3)

536)

42,280)
$ 4
Total Equity
Share capital
Number of Shares
(in Thousands)
Amount
300,041
$ 3,000,413
-
-
-
-
-
-
-
-
-
-
-
-

-

-

-

-

-

-
300,041
3,000,413
-
-
-
-
-
-
-
-
-
-
-
-
-
-

-

-

-

-

-

-

300,041
$ 3,000,413
Capital surplus
$ 5,957
-
-
681
278
-
-
-
-
-
6,916
-
-
804
-
191
-
-
-
-
-
$ 7,911
Retained earnings Unappropriated
earnings
$ 806,554

28,255 )

254,292 )
-
-
1,275
387,431

584)
386,847
-
912,129

38,812 )

300,041 )
-

8,064 )
-
18,614
365,025
3,110
368,135
-
$ 951,961
Other equity
Exchange
differences on
translating the
financial statements
of foreign
operations
Unrealized gains
(losses) on financial
assets at fair value
through other
comprehensive
income
( $ 158 )
$ 3,173,308
-
-
-
-
-
-
-
-
-
(
1,275 )
-
-
(
1,258)

199,844
(
1,258)

199,844

-

-
(
1,416 )
3,371,877
-
-
-
-
-
-
-
-
-
-
-
(
18,614 )
-
-
(
3,603)

325,550
(
3,603)

325,550

-

-
($ 5,019)
$ 3,678,813
Treasuryshare
$ 13,174 )
-
-
-
-
-
-
-
-
-

13,174 )
-
-
-
-
-
-
-
-
-
-
$ 13,174)
Exchange
differences on
translating the
financial statements
of foreign
operations
( $ 158 )
-
-
-
-
-
-
(
1,258)
(
1,258)

-
(
1,416 )
-
-
-
-
-
-
-
(
3,603)
(
3,603)

-
($ 5,019)
Number of Shares
(in Thousands)
300,041
-
-
-
-
-
-

-

-

-
300,041
-
-
-
-
-
-
-

-

-

-

300,041
Legal reserve
$ 392,844
28,255
-
-
-
-
-
-
-
-
421,099
38,812
-
-
-
-
-
-
-
-
-
$ 459,911
Special reserve
$ 1,006,548
-
-
-
-
-
-
-
-
-
1,006,548
-
-
-
-
-
-
-
-
-
-
$ 1,006,548



































(
(
(


(
(
(



(
(
(

(
(
(

(

(



(



(



(



(

(



(
(




(

(

(
(
(
(

(



(


(
$ 8,415,499
-

254,292 )
681
278
-
378,820
198,002
576,822
160
8,739,148
-

300,041 )
804
-
191
-
364,492
325,054
689,546

42,280)
$ 9,087,368

28

Shinkong Textile Co., Ltd.

Consolidated Statements of Cash Flows For the Years Ended December 31, 2020 and 2019 (In Thousands of New Taiwan Dollars)

Code
Cash flows from operating activities
A10000
Income before income tax

A20010
Adjustments:
A20100
Depreciation
A20200
Amortization
A20300
Expected credit loss/(gain)
A20400
Net losses (gains) on financial assets at fair
value through profit or loss
A20900
Finance costs
A21200
Interest income

A21300
Dividend income

A22300
Share of profit or loss of associates accounted
for using the equity method
A22500
(Gain)/loss on disposal of property, plant and
equipment
A23700
Write-downs of inventories
A24100
Net foreign exchange gains
A24500
Dividends not collected before the designated
date reclassified to capital surplus
A22900
Gains (losses) on lease modification
A30000
Changes in operating assets and liabilities, net
A31130
Notes receivable

A31150
Accounts receivable

A31180
Other receivables
A31200
Inventories
A31230
Prepayments

A31240
Other current assets

A32125
Contract liabilities
A32130
Notes payable
A32150
Accounts payable

A32180
Other payables
A32230
Other current liabilities
A32240
Net defined benefit assets

A33000
Cash generated from operations
A33300
Interest paid

A33500
Income tax paid

AAAA
Net cash generated from operating activities

Cash flows from investing activities
B00010
Acquisition of financial assets at fair value through
other comprehensive income
B00020
Proceeds from disposal of financial assets at fair
value through other comprehensive income
B00030
Proceeds from capital reduction of financial assets at
fair value through other comprehensive income
B00040
Acquisition of financial assets at amortized cost
B00050
Disposal of financial assets at amortized cost
B00100
Acquisition of financial assets at fair value through
profit or loss
B00200
Proceeds from financial assets at fair value through
profit or loss
B01800
Acquisition of long-term investment in shares
accounted for using the equity method
2020
$ 395,956

139,050
1,570
650

4,275

27,997

1,977 )


235,190 )


49,676 )


150 )
20,489
-

191
98


313 )

119,413 )

275

15,307


836 )


10,956 )
11,948
8,952

1,132 )

201
520
819)

207,017

28,575 )

31,407)

147,035


125,717 )

24,394
28,257
-

2,250

176,587 )

90,341

9,607 )
2019

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

(
(
(

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

(
(
(
(
$ 377,792
158,978
1,199

157 )

4,657 )
28,089

4,707 )

290,380 )

3,517 )
725
18,588

5,640 )
278

41 )
9,540

35,700 )

5,768 )

85,913 )

1,214 )
520
7,205
1,371

8,604 )
17,396
27
772)
174,638

28,370 )
1,370)
144,898

129,206 )
9,934
14,066

100 )
-

25,001 )
15,271

48,159 )

29

B02700
Acquisition of property, plant, and equipment
(
B02800
Proceeds from disposal of property, plant, and
equipment
B03800
Decrease in refundable deposits
B04500
Acquisition of intangible assets
(
B05400
Acquisition of investment properties
B07100
Increase in prepayments for equipment
(
B07300
Increase in prepayments for land
(
B07500
Interest received
B07600
Dividends received
B09900
Dividends received from associates

BBBB
Net cash used in investing activities
(
Cash flows from financing activities
C00200
Decrease in short-term borrowings
(
C00500
Increase in short-term bills payable
C01600
Proceeds from long-term borrowings
C03000
Proceeds from guarantee deposits received
C03100
Refund of guarantee deposits received
(
C04020
Repayment of the principal portion of lease
liabilities
(
C04500
Dividends paid to owners of the Company
(
C05800
Changes in non-controlling interests
(
CCCC
Net cash used in financing activities
(
DDDD
Effects of exchange rate changes on cash and cash
equivalent
(
EEEE
Net increase in cash and cash equivalents
E00100
Cash and cash equivalents at beginning of year

E00200
Cash and cash equivalents at end of year

57,391 )
(
150
1,165

966 )
(
-
(

39,349 )
(

17,469 )
(
1,977
235,190
34,798

8,564)
(

3,000 )
(
310,000
-
-

805 )

43,789 )
(

299,237 )
(
42,280)

79,111)
(
27)

59,333
535,465

$ 594,798

37,329 )
50
478

2,720 )

2,741 )

1,149 )

93,403 )
4,707
290,380
756
4,166)

26,500 )
-
190,000
15,366
-

46,164 )

253,611 )
160
120,749)
5,407
25,390
510,075
$ 535,465

30

Attachment V

Shinkong Textile Co., Ltd.

Earnings Distribution Table

2020

2020
Item Unit: NT$ Amount
573,276,418
365,026,185
(8,063,977)
18,613,899
3,108,721
378,684,828
(37,868,483)
914,092,763

(300,041,280)
614,051,483
Opening unappropriated earnings
Current net profit
Retained earnings adjusted from the investments
accounted for using the equity method
365,026,185
(8,063,977)
Disposal of the financial assets at fair value
through other comprehensive income
18,613,899
Retained
earnings
recognized
from
re-
measurement of defined benefit plans
Current net profit and adjusted amount
Recognition of legal reserve (10%)
Current earnings available for distribution
Distribution items
Dividends to shareholders -
Cash
dividends (at NT$1 per share)
Ending unappropriated earnings
3,108,721

31

Attachment VI

Details of Releasing Independent Directors from Noncompetition Restrictions

Title Name or Account
Name
Name of Company Hold a Position
Independent
Director
Wei-Kan Chen Yaoda Construction
Co.,Ltd.
Senior Adviser

32

Appendix I

Shinkong Textile Co., Ltd. Articles of Incorporation

  • Chapter I General Principles

  • Article 1: The Company shall be incorporated in accordance with the provisions on the company limited by shares of the Company Act, and its name shall be " 新光紡織股份有限公司 ." Its English name is SHINKONG TEXTILE CO., LTD.

  • Article 2: The businesses of the Company are as follows:

  • I. C302010 Knit fabric mills.

  • II. C305010 Printing, dyeing, and finishing mills.

  • III.

  • C306010 Apparel industry.

  • IV. C399990 Other textile and product manufacturing mills.

  • V. F104110 Wholesale of cloths, clothes, shoes, hat, umbrella and apparel, as well as clothing accessories.

  • VI. F106020 Wholesale of daily necessities.

  • VII. F204110 Retail of cloths, clothes, shoes, hat, umbrella and apparel, as well as clothing accessories.

  • VIII. F206020 Retail of daily necessities.

  • IX. F301010 Department stores.

  • X. F399040 Detail business without shops.

  • XI. F401010 International trade.

  • XII. F401021 Import of restrained telecom radio frequency equipment and materials

  • XIII.

  • G202010 Parking garage business

  • XIV. H701010 Residence and buildings development, leasing, and sale

  • XV. H701020 Industrial factory buildings development, leasing, and sale

  • XVI. H703090 Real estate trading business.

33

  • XVII. H703100 Real estate leasing business. XVIII. I301010 Information software services. XIX. I501010 Product design industry.

  • XX. J202010 Industrial development. XXI. JB01010 Conference and exhibition services.

  • XXII. ZZ99999 In addition to the approved business, the Company may engage in all businesses except those which are otherwise prohibited or restricted by law.

  • Article 3: The Company may act as a guarantor for an external party if such an act can be justified as business related.

  • Article 4: The Company may act as a shareholder of limited liability for other companies with the Board of Directors' resolution, and its total investment amount, unless otherwise stipulated by the law, shall be exempt from the restrictions that the total investment amount shall not exceed forty percent of the Company's paid-in capital.

  • Article 5: The Company shall have its head-office in Taipei City and, if necessary, may set up branches and plants in other proper locations.

  • The set-up and cancellation shall be determined by the Board of Directors.

  • Chapter II: Shares

  • Article 6: The total amount of the Company’s capital stock is NT$3.6 billion, which is divided into 360,000,000 shares. They are all ordinary shares, with NT$10 per share. The Board of Directors is authorized to issue the unissued shares in separate installments.

  • Article 7: The Company’s share certificates shall be name-bearing certificates, duly signed by or affixed with seals by the Director on behalf of the Company, and legally authenticated by the bank acting as a stock issuer before issuance.

The Company may issue shares without certificates, and such shares shall be registered with a central securities depository.

  • Article 8: The Company's shares shall be handled according to the "Regulations Governing the Administration of Shareholder Service

34

  • of Public Companies" issued by the securities regulatory agency.

  • Article 9: No registration of transfer of shares shall be made within sixty days prior to an Annual Shareholders’ Meeting, nor within thirty days prior to an Extraordinary Shareholders’ Meeting, nor within five days prior to the day on which dividend, bonus, or other benefits is scheduled to be paid by the Company.

  • Chapter III Shareholders’ Meetings

  • Article 10: The Shareholders’ Meetings of the Company are divided into the Annual Shareholders’ Meeting and Extraordinary Shareholders’ Meeting. The former shall be convened annually within six months after the closing of each accounting year. The latter may be duly convened according to relevant laws whenever necessary.

  • Article 11: Unless otherwise stipulated by the law, one vote shall be offered for each share at the Shareholders’ Meeting of the Company.

  • Article 12: Where a Shareholders’ Meeting is convened by the Board of Directors, the chairperson shall be the Chairman. If the Chairman asks for leave or cannot perform the duty due to any reason, the Vice Chairman shall act in his place. If there’s no Vice Chairman or the Vice Chairman also asks for leave or cannot perform the duty due to any reason, the Chairman shall appoint a Director to act in his place; In the event that the Chairman does not appoint a Director, one Director shall be elected from among themselves to act in his place. If the meeting is convened by a person with the authority to convene other than the Board of Directors, such person shall act as the chairperson at that meeting; if there are more than one persons with the authority to convene, the chairperson for the meeting shall be appointed from among them.

  • Article 13: Except as otherwise provided by relevant law, the resolutions of Shareholders' Meeting shall be adopted upon the approval of over half of the voting shares of the shareholders present at the meeting attended by the holders of more than half of the total issued and outstanding shares of the Company or their proxies.

35

The Company's shareholders may exercise voting rights by electronic means, and relevant matters shall be handled in accordance with the laws and regulations.

  • Article 14: Resolutions made during the Shareholders’ Meeting shall be made into a book of meeting minutes, and they shall be made, distributed, announced, and kept in accordance with laws and regulations.

  • Chapter IV Directors and Audit Committee

  • Article 15: The Company will have five to nine Directors. Each Director will serve an office term of three years and may be re-elected. All Directors shall comply with the rules of the securities regulatory authorities concerning their total shareholding ratio.

There shall be no less than three Independent Directors among the number of Directors to be elected referred to in the preceding paragraph, and shall not be less than one-fifth of Directors. The election of the Company’s Directors and Independent Directors shall be organized under a nomination system and the shareholders shall make election and appointment from the list of candidates of Directors and Independent Directors. The election shall be processed in accordance with Article 192-1 of the Company Act.

The restrictions on professional qualifications, shareholding, and concurrent positions held, as well as the manner of nomination and election of Independent Directors, and other related compliance matters shall comply with the relevant regulations prescribed by the competent authority.

During the election of Directors, Independent and Non-Independent Directors are elected at the same time, but the elected ones will be counted separately. Those who have won the votes representing more voting rights will serve as Independent and Non-Independent Directors respectively.

Article 15-1: In accordance with Article 14-4 of the Securities and Exchange Act, the Company shall set up an Audit Committee composed of all Independent Directors, which shall be responsible for exercising the

36

functions and powers of supervisors prescribed by the Company Act, Securities and Exchange Act, and other regulations.

  • Article 16: A Chairman and a Vice Chairman shall be elected among the Directors by the Board of Directors upon the approval of over half of the Directors present at a meeting attended by more than twothirds of all Directors. The Chairman is the Company's representative.

  • Article 16-1: Remuneration shall be paid to the Company’s Directors for the performance of their duties, regardless of profits or losses. The Board of Directors is authorized to determine upon the remunerations for Directors according to their participation in and the value of their contribution to the Company operation and with reference to the common remuneration level in the industry.

  • Article 17: In case that the vacancies in the office of Directors reach one-third of the Board of Directors or if all Independent Directors have been dismissed, the Board of Directors shall convene an Extraordinary Shareholders’ Meeting within sixty days to elect new Directors to hold office for the unexpired term of the former Directors.

  • Article 18: The powers of the Board of Directors are as follows:

  • I. Determine business plans.

  • II. Review important rules and contracts.

  • III. Establish and cancel branches.

  • IV. Approve budgets and final accounts.

  • V. Submit proposals regarding capital increase or decrease, and direct and supervise businesses.

  • VI. Appoint, dismiss, and determine the remuneration for Managerial Officers.

  • VII. Appoint the directors and supervisors of wholly-owned subsidiaries.

  • VIII. Deliberate the matters proposed by the Board of Directors of subsidiaries.

37

  • IX. Make decisions on purchase and disposal of real estate.

  • X. Make decisions on lending and borrowing funds to and from the external.

  • XI. Other matters set forth by the Company Act or this Articles of Incorporation

  • Article 19: The Board of Directors’ meeting shall be convened by the Chairman, but the first meeting of each Board of Directors shall be convened in accordance with the provisions of the Company Act.

  • Upon convening a Board of Directors’ Meeting, the reasons for convening the meeting shall be notified to each Director at least seven days in advance. However, in the event of an emergency, the meeting may be convened at any time. The notices of convening the Board of Directors’ Meeting may be served in writing or by means of facsimile or e-mail, etc.

  • Article 20: Except as otherwise provided by the Company Act, resolutions of the Board of Directors shall be adopted upon the approval of over half of the Directors present at a meeting attended by more than half of the Directors.

  • Article 21: If a Director is unable to attend a Board of Directors’ meeting for any cause, he/she shall appoint another Director to attend such meeting. However, if a Director attends the Board of Directors as a proxy, he/she shall be appointed as a proxy for one other Director only.

  • If a Board of Directors' meeting is convened via video conferencing, Directors who attend the meeting via video conferencing shall be deemed to have attended the meeting in person.

  • Article 22: (Delete)

  • Article 23: (Delete)

  • Chapter V Managerial Officer

  • Article 24: The Company has Managerial Officers to handle all the businesses of the Company based on the resolutions of the Board of Directors.

38

The engagement, discharge and remuneration of the Managerial Officers shall be adopted upon the approval of more than half of the Directors present at a meeting attended by over half of the Directors.

Chapter VI Accounting

  • Article 25: The Company's accounting year begins from Jan. 1 and ends on Dec. 31.

  • Article 26: At the end of the Company’s each accounting year, the Board of Directors shall submit and apply to the Shareholders' Meeting to ratify, according to legal procedures:

  • I. Business report.

  • II. Financial statements.

  • III. Proposals for earnings distribution or loss coverage.

  • Article 27: If profit is made by the Company in the year, no less than one percent of the said profit shall be allocated as the remuneration for employees. The Board of Directors shall resolve whether to issue the remuneration in shares or cash. The Company permits its Board of Directors to allocate no more than five percent of the amount of the aforementioned profit as the remuneration for Directors. The proposal for distribution of remuneration to employees and Directors shall be reported at the Shareholders' Meeting. However, in case of any cumulative losses, the Company shall keep a certain amount in advance to cover the losses, and then allocate a certain amount based on the said proportion as the remuneration for employees and Directors. The Company offers employee treasury stocks, employee stock options, new shares subscription by employees, new restricted employee shares, and employee remuneration, etc., their payment objects may include such employees of the companies controlled by or affiliated to the Company as relating to the Company’s businesses.

  • Article 27-1: If there are current net profits after tax in the Company's annual final accounts, 10 % of the balance, after deducting cumulative losses (including adjustment to unappropriated earnings), shall be allocated

39

as statutory surplus reserves, except when the cumulative statutory surplus has reached the paid-in capital of the Company. Special surplus reserves shall also be allocated or written off in accordance with laws and regulations; if there’s any balance, the Board of Directors shall issue earnings distribution plan for such balance and the opening unappropriated earnings (including adjustment to unappropriated earnings). Where the earnings are distributed in the form of cash dividends, it shall be resolved by over half of the Directors present at a meeting attended by more than two-thirds of the Board of Directors, and shall be reported to the Shareholders' Meeting. Where they are distributed by issuing shares or paying dividends, it shall be resolved at the Shareholders' Meeting.

The Company adopts a remaining dividend policy, in order to make cooperation in long-term financial planning to seek sustainable and stable business development and to consider the demands for capital budget and working capital. Earnings shall be distributed in cash and/or by issuing shares, with the cash dividends no less than ten percent of the total dividends.

Chapter VII Bylaws

  • Article 28: The Company's Organization Rules and Detailed Measures shall be formulated separately.

  • Article 29: The matters not specified in these Articles of Incorporation shall be governed by the Company Act.

  • Article 30: This Articles of Incorporation was established on Apr. 15, 1955.The 1st amendment was made on Jul. 10, 1956.The 2nd amendment was made on Nov. 1, 1957.The 3rd amendment was made on Apr. 30, 1959.The 4th amendment was made on Feb. 1, 1962.The 5th amendment was made on Sep. 1, 1963.The 6th amendment was made on Mar. 6, 1965.The 7th amendment was made on Apr. 10, 1965.The 8th amendment was made on Sep. 7, 1966.The 9th amendment was made on Jun. 15, 1969.The 10th amendment was made on Aug. 29, 1972.The 11th amendment was made on May 17, 1973.The 12th amendment was made on May 30, 1974.The 13th

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amendment was made on May 23, 1975.The 14th amendment was made on Aug. 19, 1975.The 15th amendment was made on May 24, 1976.The 16th amendment was made on Apr. 26, 1977.The 17th amendment was made on Apr. 14, 1979.The 18th amendment was made on Apr. 24, 1980.The 19th amendment was made on Apr. 13, 1981.The 20th amendment was made on May 13, 1983.The 21st amendment was made on Jun. 8, 1985.The 22nd amendment was made on Oct. 1, 1985.The 23rd amendment was made on May 20, 1986.The 24th amendment was made on Jun. 28, 1988.The 25th amendment was made on Mar. 24, 1990.The 26th amendment was made on Jun. 20, 1991.The 27th amendment was made on Apr. 27, 1996.The 28th amendment was made on May 12, 2000.The 29th amendment was made on Jun. 26, 2002.The 30th amendment was made on Dec. 26, 2003.The 31st amendment was made on Jun. 14, 2005.The 32nd amendment was made on Jun. 23, 2006.The 33rd amendment was made on Jun. 13, 2007.The 34th amendment was made on Jun. 25, 2010.The 35th amendment was made on Jun. 22, 2011.The 36th amendment was made on Jun. 19, 2012.The 37th amendment was made on Jun. 13, 2013.The 38th amendment was made on Jun. 6, 2014.The 39th amendment was made on Jun. 22, 2015.The 40th amendment was made on Jun. 13, 2016.The 41st amendment was made on May 26, 2017.The 42nd amendment was made on Jun. 14, 2019.The 43rd amendment was made on Jun. 19, 2020.

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Appendix II

Shinkong Textile Co., Ltd.

Rules of Procedure for Shareholders' Meetings

  • Article 1 The Shareholders’ Meeting of the Company shall be conducted in accordance with these Rules.

  • Article 2 The "shareholders" as set forth in these Rules refer to the shareholders themselves and the proxies entrusted by them to attend a meeting. In the event that a juristic person is entrusted to attend a Shareholders’ Meeting , that juristic person may appoint only one representative to attend the meeting. When shareholders (or their proxies) attend a meeting, they shall wear attendance certificates, and the Company shall provide an attendance register for shareholders to sign in, or require the attending shareholders to submit their sign-in cards in lieu of signing the register. The calculation of the number of shares present shall be based on the attendance register or sign-in cards submitted by the shareholders and those shares whose voting rights are exercised in written or electronically.

  • The attending and voting by shareholders shall be duly calculated based on the number of shares they hold. The Company shall record the entire process of the Shareholders’ Meeting by means of audio or video and keep it for at least one year.

  • Article 3 The Shareholders’ Meeting of the Company shall be held in the place where the Company is located or in any other place that is convenient for the shareholders to attend and appropriate to convene such meeting, and shall commence at a time no earlier than 9:00 a.m. and no later than 3:00 p.m.

  • Article 4 The Shareholders’ Meeting shall be duly chaired by the Chairman if it is convened by the Board of Directors. If the Chairman asks for leave or cannot perform the duty due to any reason, the Vice Chairman shall act in his place. If there’s no Vice Chairman or the

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Vice Chairman also asks for leave or cannot perform the duty due to any reason, the Chairman shall appoint a Director to act in his place. In the event that the Chairman does not appoint a Director, one Director shall be elected from among themselves to act in his place.

If Shareholders’ Meeting is convened by any other person with the authority to convene such meeting other than the Board of Directors, the meeting shall be duly chaired by such person. If there are two or more conveners, one of them shall be elected from among themselves to chair the meeting.

Article 5 The chairperson shall announce commencement of a meeting, if the meeting is attended by the shareholders representing over half of all the issued and oustanding shares. If the number of shares present does not meet statutory number and the meeting is delayed, the chairperson may announce postponement. The postponements shall be limited to two times, and the postponed time shall not exceed one hour in total. If, after two postponements, the number still does not reach statutory number of shares, but the meeting is attended by the shareholders representing more than one-third of the total issued and outstanding shares, tentative resolutions may be adopted, upon the resolution made by the shareholders present at the meeting representing over half of their voting rights, in accordance with Article 175 of the Company Act. Upon execution of the said tentative resolution, if the number of shares represented by the attending shareholders has reached statutory number of shares, the chairperson may announce commencement of the meeting at any time and put the tentative resolutions already passed at the meeting for ratification.

Article 6 The agenda for the Shareholders' Meeting shall be set by the Board of Directors if such meeting is convened by the Board of Directors. The meeting shall be carried out in accordance with the scheduled agenda, and no change may be made thereto without resolution made at the Shareholders’ Meeting.

The preceding paragraph shall apply mutatis mutandis to meetings

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convened by any person, other than the Board of Directors, with the authority to convene such meeting.

The chairperson may not, absent a resolution, unilaterally announce the adjournment of the meeting before the scheduled agenda referred to in the preceding two paragraphs has been resolved. In the event that the chairperson announces adjournment of the meeting against the Rules of Procedure, one person may be elected, upon the approval of the shareholders present at the meeting representing over half of shareholders’ voting rights, to act as the chairperson to proceed the meeting.

After the meeting is adjourned, the shareholders shall not elect another chairperson to resume such meeting at the same location or seek an alternative venue.

Article 7 An attending shareholder or proxy shall fill in a floor note before speaking, specifying the key points of his/her speaking, shareholder account number (or the code of the attending certificate) and name, so that the chairperson may fix the order of speaking.

An attending shareholder or proxy who submits a note but does not speak is deemed to have not spoken. In the event of any inconsistency between the contents of shareholder's speaking and those recorded on the note, the contents of shareholder's speaking shall prevail.

When an attending shareholder or proxy is speaking, no other shareholder may interrupt the speaking shareholder unless otherwise approved by the chairperson and such speaking shareholder or proxy; the chairperson shall stop any such violations.

In the event that a juristic person shareholder appoints two or more representatives to attend a shareholder meeting, only one representative may speak for the same issue.

Article 8 On the same issue, each shareholder shall not speak for more than two times and a shareholder shall not speak for more than five minutes for each round, unless agreed upon by the chairperson. The

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chairperson may stop the speaking of any shareholder that is in violation of the preceding paragraph or exceeds the scope of the proposal.

Article 9 The Company may appoint the entrusted attorney(s), CPAs or relevant personnel to attend a Shareholders’ Meeting as an observer. After a shareholder speaks, the chairperson may make a reply in person or through related person designated by him/her.

Where the chairperson believes that an issue has been discussed in the meeting up to the level for voting, the chairperson may announce discontinuance of the discussion process and bring that issue to a vote.

  • Article 10 Except as otherwise provided under the Company Act and/or the Company's Articles of Incorporation, a resolution shall be adopted upon the approval of the shareholders present at the meeting representing over half of their voting rights.

In the event that an amendment or a substitute comes out of the same issue, the chairperson shall fix the order of voting in consolidation with the original issue. When one among them is duly resolved, other issue(s) is (are) deemed to have been vetoed and no voting process is required.

The person(s) supervising the voting and the person(s) counting the votes are designated by the chairperson, provided that the person(s) supervising the voting shall be a shareholder. The voting results shall be announced at the meeting and shall be recorded.

  • Article 11 During the process of the meeting, the chairperson may announce a recess at an appropriate time determined at his/her discretion.

  • Article 12 The clerks and the sergeant at arms or security personnel dealing with the affairs for the Shareholders' Meeting shall wear ID badges or arm badges.

The chairperson may direct sergeant at arms or security personnel to assist in maintaining the order of the meeting. Shareholders (or proxies) shall obey the direction of the chairperson, sergeant at arms

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or security personnel on maintaining the order. The chairperson or sergeant at arms or security personnel may escort those obstructing out of the Shareholders’ Meeting.

  • Article 13 The matters not specified in these Rules shall be governed by the Company Act, the Company's Articles of Incorporation, as well as relevant laws and regulations.

  • Article 14 These Rules and any amendments thereto shall be implemented after they are approved at the Shareholders' Meeting.

  • Articles 15 These Rules of Procedure were established on Jun. 6, 1955. The first amendment was made on Apr. 17, 1998, and the second amendment was made on Jun. 26, 2002. The third amendment was made on Jun. 13, 2016.

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Appendix III

Shinkong Textile Co., Ltd. Rules for Election of Directors

Amendment Date: Jun. 13, 2016

  • Article 1: The Company’s Directors shall be duly elected in accordance with the provisions specified herein.

  • Article 2: The Company's Directors shall be duly elected by means of registered cumulative voting. Each share is entitled to the election right equivalent to the numbers of Directors to be elected. One Director may be elected, or the number of Directors to be elected may be designated.

The names of the voters may be replaced with their attendance certificate numbers printed in the voting notes.

  • Article 3: When the election starts, the chairperson shall appoint several persons supervising the voting and counting the votes. The person(s) supervising the voting shall be a shareholder.

  • For the election of Directors, the Company shall set up a voting box, which shall be examined in public by the persons supervising the voting, before voting.

  • Article 4: For election of the Company’s Directors, the Shareholders’ Meeting shall select and elect Directors from the list of Directors candidates, and those who have won the votes representing more voting rights shall be elected sequentially based on the number specified in the Company’s Articles of Incorporation. If two or more persons won the same number of votes, thus exceeding the specified number, they shall draw lots to determine the winner, with the chairperson drawing lots on behalf of any person not attend the meeting.

  • Article 5: Votes shall be numbered based on attendance certificate numbers. The Company shall prepare the votes in a number equaling to the Directors to be elected, and fill in their weights, and then distributed to the shareholders present at the Shareholders' Meeting.

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  • Article 6: If a candidate is a shareholder, the voters must fill in the "elected person" column on the vote the elected person’s account name and shareholder account number. If the candidate is not a shareholder, the elected person’s name and ID number shall be filled in. Only a corporate shareholder is elected, the corporate name shall be filled in the “elected person’s account name” column on the vote, and the corporate name and its representative’s name also shall be filled in. If there are multiple representatives, the names of the representatives shall be filled in respectively.

  • Article 7: A note will be deemed as void if any of the following circumstances occurs:

  • (I) The votes specified in Article 5 are not used.

  • (II) There are two or more elected persons filled in each vote.

  • (III) There is no other context, except for the elected person’s name and his/her shareholder account number or ID number.

  • (IV) The writing on any vote is illegible or altered.

  • (V) Where the elected person entered in the vote is a shareholder, such elected person's account name and shareholder account number filled in the vote is inconsistent with that specified in the shareholders register. Where the elected person entered in the vote is not a shareholder, such elected person's name or ID number is incorrect as verified.

  • (VI) The elected person’s name entered in the vote is as the same as other shareholder’s name, without filling in the shareholder account number or ID number for identification.

  • Article 8: Votes shall be counted on site upon completion of voting, and the elected candidates shall be announced by the chairperson based on the voting result.

  • Article 9: The Company shall issue a "notice of election" to the elected Directors respectively.

  • Article 10: The matters not specified in these Rules shall be governed by the

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Company Act and relevant laws and regulations.

Article 11: These Rules and any amendments thereto shall be implemented after they are approved at the Shareholders' Meeting.

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Appendix IV

Shareholdings of All Directors

  • I. The Company's total paid-in capital is NT$3,000,412,800, which is 300,041,280 shares. The minimum shareholding of all Directors shall be 12,001,651 shares.

  • II. As of the book closure date for the Shareholders’ Meeting this time, all Directors' shareholdings recorded in the Company's shareholders register are as follows:

II. As of the book closure date for the Shareholders’ Meeting this time, all
Directors' shareholdings recorded in the Company's shareholders register are
as follows:
II. As of the book closure date for the Shareholders’ Meeting this time, all
Directors' shareholdings recorded in the Company's shareholders register are
as follows:
II. As of the book closure date for the Shareholders’ Meeting this time, all
Directors' shareholdings recorded in the Company's shareholders register are
as follows:
II. As of the book closure date for the Shareholders’ Meeting this time, all
Directors' shareholdings recorded in the Company's shareholders register are
as follows:
Book Closure Date: Apr. 20, 2021
Title
Name
Shareholding
Shareholding
Ratio (%)
Chairman
Director
Director
Chichen Co., Ltd.
Representative: Hsing-En Wu
Representative: Hsin-Hung Wu
Representative: Chin-Fa Chiu
19,650,000
6.55
Director
Representative of Shin Kong Wu
Tung Ching Foundation: Po-Han Lin
51,660
0.02
Independent
Director
Hon-Kit Shing (Note)
0
0
Independent
Director
Mao-Jung Wang
0
0
Independent
Director
David Ching
0
0
Total
19,701,660
6.57
Title Name Shareholding Shareholding
Ratio (%)
Chairman
Director
Director
Chichen Co., Ltd.
Representative: Hsing-En Wu
Representative: Hsin-Hung Wu
Representative: Chin-Fa Chiu
19,650,000 6.55
Director Representative of Shin Kong Wu
Tung Ching Foundation: Po-Han Lin
51,660 0.02
Independent
Director
Hon-Kit Shing (Note) 0 0
Independent
Director
Mao-Jung Wang 0 0
Independent
Director
David Ching 0 0
Total 19,701,660 6.57

Note : Independent Director was resigned due to personal reasons on Jun. 18, 2021.

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