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Stock Code: 3023

SINBON ELECTRONICS CO., LTD

Handbook for the 2021 Annual Meeting of Shareholders

MEETING DATE: JUNE 11, 2021

PLACE: 582 KUOHWA ROAD, MIAOLI 360, TAIWAN

I. Meeting Procedure…………........................................................	P01
II. Meeting Agenda…………...........................................................	P02
1. Company Reports……………………………………………….……………	P03
2. Proposals…………………………………………………………………………	P06
3. Discussion and Election Matters..........................................	P08
4. Other Matters………………………………………………………………….	P10
5. Questions and Motions……………………………………………………	P10
III. Appendices
1. The 2020 Business Report…………………………………………….…	P11
2. Audit Committee Review Report on the 2020 Financial
Statements……………………………………………………..……………..	P15
3. 2020 Financial Statements………………………………………….…..	P16
4. Amendment to Rules of Procedure for Shareholder
Meeting…………………….…..…………………….………………………….	P29
5. Shareholding of Directors & Independent Directors………..	P30

SINBON ELECTRONICS CO., LTD. Procedure for the 2021 Annual Meeting of Shareholders

Call the Meeting to Order

Chairperson Takes Chair

Chairperson Remarks

Company Reports

Proposals

Discussion and Election Matters

Other Matters

Questions and Motions

Adjournment

SINBON ELECTRONICS CO., LTD. Year 2021 Agenda of Annual Meeting of Shareholders

Time: 9:00 a.m. on Friday, Jun. 11, 2021.

Place: 582 KUOHWA ROAD, MIAOLI 360, TAIWAN.

Call the Meeting to Order

Chairperson Remarks

Reports on Company Affairs:

2020 Business Report.
Audit Committee Review Report on the 2020 Financial Statements.
The Status of Domestic Unsecured Convertible Bonds VII.
Remuneration to Employees, Directors.
Announcement of BOD approved Issuing Relevant Commitments for Beijing SINBON TongAn to conduct an IPO on the overseas stock exchange.

Proposals:

Adoption of the 2020 Business Report and Financial Statements.
Adoption of the Proposal for Distribution of 2020 Profits.

Discussion and Election Matters:

Amendment to Rules of Procedure for Shareholder Meeting.
Re-election of All Directors.
Dismissing the Restrictions in Competition on New Directors and Their Representatives.

Other Matters

Questions and Motions Adjournment

Reports on Company Affairs

Report No. 1

2020 Business Reports Explanation:

The 2020 Business Report is attached as page 11, Appendix 1.

Report No. 2

Audit Committee Review Report on the 2020 Financial Statements. Explanation:

The 2020 Audit Committee Review Report is attached as page 15, Appendix 2.

Report No. 3

The Status of Domestic Unsecured Convertible Bonds VII.

Explanation:

In order to save interest expenditures, the board had proceeded the issue of domestic unsecured convertible bonds VII for $1,300 million NTD (13,000 units) according to 2020 fifth BOD meeting resolution. Current convert 159,604 units had been transferred to common stocks.

Report No. 4

Remuneration to Employees, Directors.

Explanation:

According to the pre-amend Articles of Incorporation, the company had booked $35 million NTD for employees’ remuneration and $20 million NTD for Directors’ remuneration in 2020 and there is no discrepancy between the actual and booking amount on 2020 financial report.

Report No. 5

Announcement of BOD approved Issuing Relevant Commitments for Beijing SINBON TongAn to conduct an IPO on the overseas stock exchange.

Explanation:

Beijing SINBON TongAn Renewable Energy Co., Ltd. (hereinafter referred to as“Issuer”) is planning to apply for the listing of its common shares on the ChiNext of the Shenzhen Stock Exchange in China.

The Company (hereinafter referred to as “controlling shareholder and persons acting in concert”), as being the controlling shareholder of Issuer need to issue specific commitments according to requirements of the China Securities Regulatory Commission, the Shenzhen Stock

Exchange and other governing authorities.The relevant commitments are summarized as follows 5.

The following is only an assessment of the commitments that have a significant impact on the finance, business or shareholders' equity of the Company, controlling shareholder and persons acting in concert:

A.“Commitments on Stock Lock-up Period ”and “Commitments on the Reduction of Share Holdings after the Expiration of the Stock Lock-up Period” within 36 months from the date of listing of the issuer’s stock, the controlling shareholder and persons acting in concert shall not sell or transfer the shares held before the IPO. If the closing price of the issuer’s stock is lower than the issue price for 20 consecutive tradingdays within 6 months after listing, or the closing price at the end of the 6-month period after listing is lower than the issue price, the lock-up period will be automatically extended for 6 months. The selling price within 2 years after the lock-up period shall not be lower than the issue price. The company aims to hold Beijing Tongan for a long time. Therefore,although the letter of commitment affects the operation and management authority of the controlling shareholder and persons acting in concert,it has no effect on the financial, business or shareholder rights of the controlling shareholder and persons acting in concert as a whole.

B. Commitments on Stabilizing Stock Price within 36 months from the date of listing of the issuer’s stock, if the closing price of the Issuer's stock, over 20 consecutive trading days, has being lower than the audited net assets per share at the end of the previous year, the Stock Price Stability Plan will be implemented. the controlling shareholder will repurchase the company’s stocks through centralized bidding transactions, tender offers, or other methods approved by the securities regulatory authority. The cumulative total of the Company's stock repurchase in a single fiscal year will not exceed 50% of the amount of the latest after-tax cash dividend obtained from the issuer. Because the total amount of funds involved in the repurchase of shares will not exceed 50% of the audited net income attributable to shareholders of the parent company in the previous fiscal year. Although this affects the management right and operating working capital of the controlling shareholder and persons acting in concert, it has no significant effect on the financial, business or shareholder rights of the controlling shareholder and persons acting in concert as a whole.

C. Commitments on Diluted Immediate Return Measures the profit earn

from the capital raising for investment will increase year by year after the construction of plant and equipment is completed to reduce the impact from diluted stockholders' equity. The controlling shareholder and persons acting in concert will not interfere in the management and not embezzle the issuer's interests. However, it has no significant effect on the financial, business or shareholder rights of the controlling shareholder and persons acting in concert as a whole.

5.All of the commitments undertaken by the Company and subsidiary due to listing of the subsidiary:

The controlling shareholder and persons acting in concert makes commitments are summarized as follows:

(1)Commitments on Stock Lock-up Period

(2)Commitments on the Reduction of Share Holdings after the Expiration

of the Stock Lock-up Period

(3)Commitment of Decrease and Regulation of the Related-party Transactions

(4)Commitments on Avoiding Competition with the Issuer

(5)Commitments on Avoiding Capital Embezzlement

(6)Commitments on Reimbursing Social Insurance Premiums and Housing Funds

(7)Commitments on Stabilizing Stock Price

(8)Commitments of Truthfulness, Accuracy and Completeness of the Prospectus

(9)Commitments Repurchasing Shares If Fraudulent Issuance

(10)Commitments on Diluted Immediate Return Measures

(11)Commitments on Profit Distribution Policy

(12)Commitments of Restraint Measures If Controlling shareholder and Persons acting in concert Fails to Fulfill the Commitments

(13)The controlling shareholder's confirmation on the prospectus

Proposals

1. Proposed by the Board

Proposal:

Adoption of the 2020 Business Report and Financial Statements Explanation:

(1) The Company’s Financial Statements, including the balance sheet, income statement, statement of changes in shareholders’ equity, and statement of cash flows, were audited by independent auditors, Huang, Tzu-Ping and Chen, Ming Hung of Ernst & Young CPA Firm. Also Business Report and Financial Statements have been approved by the Board and examined by the Audit Committee.
(2) The 2020 Business Report, independent auditors’ audit report, and the above-mentioned Financial Statements are attached on page 11 and 16, Appendix 1 and 3.

Resolution:

2. Proposed by the Board

Proposal:

Adoption of the Proposal for Distribution of 2020 Profits Explanation:

(1) The Board has adopted a Proposal for Distribution of 2020 Profits in accordance with the Company Act and Articles of Incorporation. Please refer to the 2020 PROFIT DISTRIBUTION TABLE below.
(2) Upon the approval of the Annual Meeting of Shareholders, it is proposed that the Board of Directors be authorized to resolve the ex-dividend date, distribution date, and other relevant issues.
(3) In the event that, before the distribution record date, the proposed profit distribution is affected by an amendment to relevant laws or regulations, a request by the competent authorities, or a buyback of shares or issuance of new shares for transferring treasury shares to employees or for equity conversion in connection with domestic or overseas convertible corporate bonds or other convertible securities or employee stock options, it is proposed that the Board of Directors be authorized to adjust the cash to be distributed to each share based on the number of actual shares outstanding on the record date for distribution.
(4) Please refer to the Profit Distribution Table as follows:

SINBON ELECTRONICS CO., LTD. PROFIT DISTRIBUTION TABLE

Year 2020

（Unit: NTD）

SINBON ELECTRONICS CO., LTD. PROFIT DISTRIBUTION TABLE Year 2020	（Unit: NTD）
Items	Total
Beginning retained earnings	$1,447,437,929
Add: Other comprehensive profit(Defined
benefitplan actuarialprofits in 2020)	18,343,174
Add: netprofit after tax	2,113,867,611
Less: 10% legal reserve	(213,221,079)
Add: Special surplus reserve reversal	81,494,242
Distributable net profit	3,447,921,877
Distributable items:
Cash Dividend to shareholders(NT$6.3/share)	(1,467,503,554)
Unappropriated retained earnings	$1,980,418,323

Resolution:

Discussion and Election Matters

1. Proposed by the Board

Proposal:

Amendment to Rules of Procedure for Shareholder Meeting, please proceed to discuss.

Explanation:

In order to conform to the needs of commercial practice, the company hereby proposes to amend the Rules of Procedure for Shareholder Meeting. Please refer to page 29 ( Appendix 4) for details. Resolution:

2. Proposed by the Board

Proposal: Re-election of All Directors.

The company is responsible for identifying and evaluating nominees for director and independent director seats, and recommending to the Board a slate of nominees for 2021 Directors election.

Explanation:

(1) The three-year term of 7 directors and 3 independent directors of the Board will be end on June 7, 2021. Accordingly, the company proposes to duly elect new Board members at this year's Annual Meeting of Shareholders.
(2) The Board election proposal has been approved by the 1th meeting of the Board of the company.
(3) The shareholders’ meeting shall elect 8 directors and 3 independent directors. Their three-year term will start from June 11, 2021 and conclude on June 10, 2024.
(4) According to Article 21 and 21-1 of the amended Articles of Incorporation, all directors and independent directors shall be elected from the nomination list prepared by the company. The qualification of the 8 nominated directors and 3 nominated independent directors have been reviewed by the Board meeting on March 19, 2021. Personal information of the 11 nominees is as follows:

Candidates for the Election of Directors:

Shareholder’s Account/ID	Name	Education	Current Position	Relevant Experience
1	Wang, Shaw-Shing	MBA Fudan University	SINBON Chairman & CEO	SINBON Founder
7	Yeh, Hsin-Chih	MBA Fudan University	SINBON Director	SINBON Director & President in China
132	Agrocy Research Inc.	N/A	N/A	N/A
133	Liang, Wei-Ming	IE & MBA University of Iowa	SINBON President	SINBON Vice President
137	Huang,Wen-Sen	Dip. In Industrial Design, National Taipei Institute of Science and Technology	SINBON Vice President	Marketing Chief, AMP Marketing Manager, IR-TEC International
13159	Chiu ,Te-Cheng	MBA program of National Cheng Chi University Master degree of National Tsing Hua University	Vice chairman of Taiwan Life Insurance Co., Ltd. Chairman of Taiwan Private Equity Association	Chairman / General Manager of Top Taiwan Venture Capital
22265	Tai-Yi Investment Co., Ltd.	N/A	N/A	N/A
71146	Kuo-Shian Investment Co., Ltd.	N/A	N/A	N/A

Candidates for the Election of Independent Directors:

Shareholder’s Account/ID	Name	Education	Current Position	Relevant Experience
R10061****	Chang, Zheng-Yan	National Defense Medical College	Chief Consultant, Tzu Chi Medical Imaging Department	Director of Radiology Department, Taipei Veterans General Hospital
Q120046***	HO-MIN CHEN	Ph.D., National Taiwan University Master degree of University of Iowa Master degree of Tamkang University	Professor of National Taiwan University Dean of Commerce Development Research Institute Dean of the College of Management ,National Chung Hsing University Chairperson of Dept. of Business Administration, National Chung Hsing University	Professor of Taiwan University
U220415***	Lin, Yu-Fen	National Taiwan University with the Double Degree of LL.B. and B.A.	Managing Partner, Lex & Honor Law Offices	Corporate Lawyer, Lee and Li Attorneys-At-Law

Voting Results:

3. Proposed by the Board

Proposal:

Proposal for Dismissing the Restrictions in Competition on New Directors and Their Representatives. Please proceed to discuss. Explanation:

Proposal for release the prohibition on directors from participation in competitive business

Resolution:

Other Matters

Questions and Motions Adjournment

Appendix 1 The 2020 Business Report

Business Report

Dear Shareholders,

First of all, I would like to thank you for your continuing support throughout the year. SINBON has responded to the changing business climate by adopting an aggressive stance in strengthening our competitiveness. Total consolidated revenue for 2020 was NT$21,797,542 thousand, a 21.87% increase compared with NT$17,886,170 thousand in 2019. Net income increased 27.06% to NT$2,183,500 thousand, compared with 2019 net income of NT$1,718,511 thousand. Meanwhile, basic earnings per share increased 21.55% to NT$9.08, compared with NT$7.47 a year earlier.

Operating policies and strategies, the operation result in 2020, budget implement, profitability, and research and development (R&D) status are illustrated as follows:

I. Operation Policies and Strategies :

A. Policies:

a. To develop a variety of component products and joint design and provide manufacturing integration Service: SINBON is providing one-stop shop services for clients in components designing and manufacturing. In order to reach the target, SINBON is continuously enhancing the R&D team abilities in the development of niche products and actively expanding vertical integration for supplying products to new segment markets, developing new products and serving for new customers.
b. To extend agency products: Diversification strategy is using for the agency departments by investment or strategic alliances to seek cooperation opportunity through SINBON marketing channels.
c. Growth via alliance, merge, and acquisition: In order to continuous growth in the future, the Company will seek any opportunities to invest or buy a company, which is in component industry.

B. Strategies：

a. Alliance, merge, and acquisition ： In order to catch component industry high speed changes, we are looking for alliance opportunities with other companies for expanding our scope and enhance ourselves capabilities.
b. Performance Improvement：Headquarter office has set up a full multi-functional department to evaluate and trace the performance of every individual business unit and assist everyone to upgrade and improve.
c. Niche Markets Focus ： Continuously focusing on niche markets and high gross profit fields. Medical, Auto, Green, Industrial, and Communication industries had been picked and they will be SINBON target markets.

II. The Operation Result in 2020 : (Consolidated)

				Unit: NT$ thousands	Unit: NT$ thousands
	2020		2019		percent change
Net Sales	$21,797,542	100%	$17,886,170	100%	21.87%
Gross Profit	5,585,997	26%	4,589,668	25%	21.71%
OperatingIncome	2,649,177	12%	1,892,758	10%	39.96%
Pre-tax Income	2,727,866	13%	2,169,163	12%	25.76%
Net Income	2,183,500	9%	1,718,511	9%	27.06%

III. Budget implement:

The Company is not required to make public Company's 2020 financial forecast information; however, overall business revenue and net income reached 101.9 % and 111.57 % respectively of the internal business targets in 2020.

IV. Profitability: (Consolidated)

Profitability:(Consolidated)
Items	2020	2019
Return Of Aessts(%)	10.69	10.69
Return Of Equites(%)	24.86	23.00
Profit before tax to capital(%)	117.19	93.23
Net Profit Rate(%)	10.02	9.38
Basic EPS(NT$Dollar)	9.08	7.47

V. Research and development (R&D) status: (Consolidated)

Year	Results of R&D
2009~2010	1. Deeply created more related products and engineering capacities in data capture field including Single & four slot Ethernet Cradle`、`Vehicle cradle`、`and Vehicle charger, which is used in industrial terminal devices.
2009~2010	2. For the development and application of GPS module & Zigbee module, using the development of embedded system, from hardware platform design, OS porting to implement software application, and had developed the technology of embedded system for commercial PDA and industrial terminal engineering prototype products.
2011~2012	Successfully developed HDMI, DDR3, DDR4, and USB connectors and deepened photovoltaic (PV) product development, and our junction box, PV connector, and PV cable have passed TÜV and UL certification.
2013~2014	SINBON won a gold prize from iF Design Award 2013 for our latest Brezze® Nebulizer, a portable drug nebulizer developed by DigiO2 International Co., Ltd. (our re-invested enterprise) in collaboration with the NTUH Telehealth Center under the Telecare Service Project.
2015~2016	1. Tablet PC for Shun Feng logistics development to DVT stage. 2. Solar monitoring system developed to DVT stage. 3. Finished development EV charger`、`charging gun and AC charging pile.
2017~2018	1. Wisdom medicine cabinet control lines, and adjustable window light control lines. 2. Robotic arm control lines, electronic fireplace, and smart grid assembly.
2018~2019	1. AIOT (Artificial Intelligence of Things) 2. Smart Heat pump water heater, display system of parking.
2020~Now	1. Development and Design Manufacturing Execution System. 2. Development and Design Image recognition system. 3. Development and application the electronic control integration system of smart car.
In 2020, we invested a total of NT$683,312 thousand for R&D, with

8% higher than previous year. In the future, SINBON actively develop electronic parts and components for the Internet of Thing (IoT), robots, and smart home applications. We will spend at least NT$300 million each year or over 3% of revenue on R&D in the future.

Finally, management team appreciates for shareholders’ greatest support and encouragement, and hope that shareholders will continue to provide us guidance and suggestions in the future. We will do our best to achieve higher profits and returns for all shareholders.

Best Regards,

Chairman and Chief Operation Officer Joseph Wang

Appendix 2 Audit Committee Review Report on the 2020 Financial Statements

AUDIT COMMITTEE REVIEW REPORT

March 19, 2021

The Board of Directors has prepared the Company’s 2020 Financial Statements. The CPA firm of Ernst & Young, by CPA Huang, Tzu-Ping and Chen, Ming Hung, was retained to audit the Company’s Financial Statements and has issued an audited report relating to the Financial Statements. The Financial Statements, Business Report, and the Proposal for Distribution of 2020 Profits have been reviewed and determined to be correct and accurate by Supervisor. According to Article 220 of the Company Law, we hereby submit this report.

Independent Director: Wea, Chi-Lin

Appendix 3 2020 Financial Statements

Independent Auditors’ Report

To Sinbon Electronics Co., Ltd.

Opinion

We have audited the accompanying consolidated balance sheets of SINBON Electronics Co., Ltd. and its subsidiaries (the “Group”) as of 31 December 2020 and 2019, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the years ended 31 December 2020 and 2019, and notes to the consolidated financial statements, including the summary of significant accounting policies (together “the consolidated financial statements”).

In our opinion, based on our audits and the reports of other auditors (please refer to the Other Metter – Making Reference to the Audits of Component Auditors section of our report), the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Group as of 31 December 2020 and 2019, and its consolidated financial performance and cash flows for the years ended 31 December 2020 and 2019, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed by Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audit of 2020 consolidated financial statements 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; we conducted our audit of 2019 consolidated financial statements 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, and Order No. Financial – Supervisory – Securities – Auditing - 1090360805 issued by the Financial Supervisory Commission on 25 February 2020. Our responsibilities under those standards are further

described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on our audits and the reports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

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

1. Valuation for inventories

As of 31 December 2020, the Group’s net inventories amounted to NT$6,164,699 thousand. Net inventories accounted for 27% of consolidated total assets, which was considered material in the consolidated statements. As the fluctuation in market demand and the fast-changing technology could cause losses of obsolete and slow-moving inventories, the assessment of the inventory write-downs require significant management judgement. We therefore determined this a key audit matter.

Our audit procedures included, but not limited to, understanding and testing the adequacy of accounting policy around obsolete and slow-moving inventories; evaluating stocktaking plan and selecting important storage locations to observe inventory counts to ensure inventory quantities and status; obtaining inventory aging schedule to test whether inbound and outbound records are accurate; re-calculating the unit cost of inventories; and evaluating and testing net realizable value adopted by management. We also assessed the adequacy of disclosures of financial assets. Please refer to Notes 5 and 6 to the Group’s consolidate financial statements.

2. Impairment of accounts receivable

As of 31 December 2020, gross accounts receivable and loss allowance by the Group amounted to NT$6,371,529 thousand and NT$1,166 thousand, respectively. Net accounts receivable accounted for 27% of consolidated total assets. Since the loss

allowance of account receivables is measured by the expected credit loss for the duration of the account receivables, it is necessary to divide account receivables into groups in the process of measurement and analyze the application of related assumptions, including appropriate aging intervals and their respective loss rate. As the measurement of expected credit loss involves making judgment, analysis and estimates, and the result will affect the net account receivable, we therefore determined this a key audit matter.

Our audit procedures included, but not limited to, analyzing the appropriateness of the grouping of account receivables and confirming whether customers with significantly different credit loss types are grouped by similar risk characteristics. Testing the provision matrix, including evaluating the appropriateness of the aging intervals and the accuracy of the basic data by reviewing the original certificates; testing the related statistics information of loss rate based on the rolling rate within one year. We also assessed the adequacy of disclosures of financial assets. Please refer to Notes 5 and 6 to the Group’s consolidate financial statements.

Other Matter– Making Reference to the Audits of Component Auditors

As explained in Note 4(3), we did not audit the financial statements of certain consolidated subsidiaries, which statements reflected total assets of NT$4,479,558 thousand and NT$3,188,875 thousand, both representing 19% of consolidated total assets as of 31 December 2020 and 2019, respectively, and total operating revenues of NT$4,902,880 thousand and NT$3,966,252 thousand, both representing 22% of consolidated operating revenues for the years ended 31 December 2020 and 2019, respectively. Those financial statements were audited by other auditors, whose reports thereon have been furnished to us, and our opinions expressed herein are based solely on the audit reports of the other auditors. We did not audit the financial statements of certain associates and joint ventures accounted for under the equity method whose statements are based solely on the reports of other auditors. As explained in Note 6(7), these associates and joint ventures under equity method amounted to NT$715,375 thousand and NT$373,809 thousand, representing 3% and 2% of consolidated total assets as of 31 December 2020 and 2019. The related shares of profits from the associates and joint ventures under the equity method amounted to NT$128,830 thousand and NT$83,796 thousand, representing 5% and 4% of the consolidated net income before tax for the years ended 31 December 2020 and 2019, respectively, and the related shares of other comprehensive income from the associates and joint ventures under the equity method amounted to NT$81,485 thousand and NT$29,200 thousand, representing 89% and (21)% of the consolidated other comprehensive income for the years ended 31 December 2020 and 2019, respectively.

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

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed by Financial Supervisory Commission of the Republic of China and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the ability to continue as a going concern of the Group, 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 audit committee or supervisors, are responsible for overseeing the financial reporting process of the Group.

Auditor’s 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 auditor’s 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 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 and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional

skepticism throughout the audit. We also:

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.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the Group.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability to continue as a going concern of the Group. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the accompanying notes, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group 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 those matters that were of most significance in the audit of 2020 consolidated financial statements and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other

We have audited and expressed an unqualified opinion including an Other Matter Paragraph on the parent company only financial statements of the Company as of and for the years ended 31 December 2020 and 2019.

/s/Huang, Tzu Ping

/s/Chen, Ming Hung

Ernst & Young, Taiwan

20 March 2020

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, results of operations and cash flows in accordance with accounting principles and

practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.

Accordingly, the accompanying consolidated financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

English Translation of Consolidated Financial Statements Originally Issued in Chinese SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS 31 December 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars)

Assets	Notes	As of 31 December	As of 31 December
		2020	2019
Current assets Cash and cash equivalents Financial assets at fair value through profit or loss, current Notes receivable, net Accounts receivable, net Other receivables Current income tax assets Inventories Prepayments Other current assets Total current assets Non-current assets Financial assets at fair value through other comprehensive income,noncurrent Investments accounted for under the equity method Property, plant and equipment Right-of-use assets Other intangible assets Deferred tax assets Other non-current assets Total non-current assets	4,6(1) 4,6(2) 4,6(3) 4,6(4),7 7 4,6(5) 4,6(6) 4,6(7) 4,6(8) 4,6(19) 4,6(23) 4,6(9)	$4,450,375 252,618 1,264,482 6,370,363 196,961 26,284 6,164,699 340,261 20,985	$3,579,189 177,788 829,969 4,092,881 137,883 23,681 4,499,437 214,565 13,489
		19,087,028	13,568,882
		299,065 715,375 2,701,729 353,599 70,899 131,384 323,964	285,756 373,809 2,154,817 218,139 91,601 138,038 353,925
		4,596,015	3,616,085

(continued)

$23,683,043

$17,184,967

Total assets

English Translation of Consolidated Financial Statements Originally Issued in Chinese SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS(Continued) 31 December 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars)

Liabilities and Equity	Notes	As of 31 December	As of 31 December
		2020	2019
Current liabilities Short-term loans Financial liabilities at fair value through profit or loss, current Contract liabilities,current Notes payable Accounts payable Other payables Current tax liabilities Lease liabilities,current Current portion of bonds payable Current portion of long-term loans Other current liabilities Total current liabilities Non-current liabilities Financial liabilities at fair value through profit or loss,noncurrent Bonds payable Long-term loans Deferred tax liabilities Lease liabilities,noncurrent Long-term deferred revenue Net defined benefit obligation, noncurrent Other non-current liabilities-others Total non-current liabilities Total liabilities Equity attributable to the parent company Capital Common stock Certificates of bond-to-stock conversion Subtotal Additional Paid-in Capital Retained earnings Legal reserve Special reserve Unappropriated earnings Subtotal Other components of equity Exchange differences on translation of foreign operations Unrealized gains or losses measured at fair value through other comprehensive income Subtotal Non-controlling interests Total equity Total liabilities and equity	4,6(10) 4,6(11) 4,6(17) 4,6(12),7 4 4,6(19) 4,6(13) 4,6(11) 4,6(13) 4 4,6(23) 4,6(19) 4,6(14) 4,6(15) 6(16) 6(16) 4 4,6(16)	$3,061,501 22,112 1,677,711 545,655 4,820,571 1,294,578 240,258 77,830 - 3,636 49,232	$2,728,412 7,910 964,723 188,645 3,405,754 1,063,082 177,037 51,312 7,141 2,207 227,034
		11,793,084	8,823,257
		2,470 1,256,981 308,094 226,025 240,742 14,378 72,965 171	- - 7,956 333,862 131,633 14,612 76,432 2
		2,121,826	564,497
		13,914,910	9,387,754
		2,327,775 -	2,325,237 1,457
		2,327,775	2,326,694
		1,885,096	1,228,781
		1,280,774 481,223 3,579,649	1,108,150 341,933 2,993,072
		5,341,646	4,443,155
		(501,613) 101,884	(522,918) 41,695
		(399,729)	(481,223)
		613,345	279,806
		9,768,133	7,797,213
		$23,683,043	$17,184,967

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

English Translation of Consolidated Financial Statements Originally Issued in Chinese SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the years ended 31 December 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars, Except for Earnings per Share)

Operating revenues Operating costs Gross profit-net Operating expenses Sales and marketing expenses General and administrative expenses Research and development expenses Expected credit losses Subtotal Operating income Non-operating income and expenses Other income Other gains and losses Finance costs Share of profit or loss of associates and joint ventures Subtotal Income from continuing operations before income tax Income tax expense Net income Other comprehensive income (loss) Remeasurements of defined benefit plans Unrealized gains on equity instruments measured at fair value through other comprehensive income Share of other comprehensive income (loss) of associates and joint ventures which will not be reclassified subsequently to profit or loss Income tax related to items that may not be reclassified subsequently Items that may be reclassified subsequently to profit or loss Exchange differences on translation of foreign operations Share of other comprehensive income (loss) of associates and joint ventures which may be reclassified subsequently to profit or loss Income tax related to items that may be reclassified subsequently Total other comprehensive income (loss), net of tax Total comprehensive income Net income attributable to: Stockholders of the parent Non-controlling interests Comprehensive income (loss) attributable to: Stockholders of the parent Non-controlling interests Earnings per share (NTD) Earnings per share-basic Earnings per share-diluted Items that will not be reclassified subsequently to profit or loss	Notes	For the years ended 31 December
		2020 2019 $21,797,542 $17,886,170 (16,211,545) (13,296,502) 5,585,997 4,589,668 (1,178,676) (1,007,907) (1,074,736) (1,055,506) (683,312) (632,828) (96) (669) (2,936,820) (2,696,910) 2,649,177 1,892,758 185,516 197,286 (186,541) 44,292 (49,116) (48,969) 128,830 83,796 78,689 276,405 2,727,866 2,169,163 (544,366) (491,312) 2,183,500 1,677,851 526 9,663 (11,517) 15,392 77,323 35,149 (104) (1,933) 23,993 (239,925) 4,162 - (3,107) 45,457 91,276 (136,197) $2,274,776 $1,541,654 $2,113,868 $1,718,511 69,632 (40,660) $2,183,500 $1,677,851 $2,213,705 $1,586,951 61,071 (45,297) $2,274,776 $1,541,654 $9.08 $7.47 $9.07 $7.38
	4,6(17),7 6(5.20),7 6(20),7 4,6(18) 6(21) 4,6(7) 4,6(23) 6(22) 6(7) 6(7) 4,6(24) 4,6(24)

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

English Translation of Consolidated Financial Statements Originally Issued in Chinese SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY For the years ended 31 December 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars)

			Equity Attribu	table to the Pa	rent Company				Non- Controlling Interests Total Equity
Cap	ital	Additional Paid-in Capital		Retained earnin	gs	Other comp	onents of equity	Total
Common stock	Certificates of Bond-to- Stock Conversion		Legal Reserve	Special Reserve	Unappropriated Earnings	Exchange Differences on Translation of Foreign Operations	Unrealized Gains (Losses) on Equity Instruments Measured at Fair Value Through Other Comprehensive Income Gain (losses)
$2,257,273	$9,681	$904,086 (16,444) 1,742	$966,802 141,348	$233,441 108,492	$2,543,293 (141,348) (108,492) (1,026,622) 1,718,511 7,730	$(333,087) (189,831)	$(8,846) 50,541	$6,572,643 - - (1,026,622) (16,444) 1,742 1,718,511 (131,560)	$223,989 $6,796,632 - - (1,026,622) (16,444) 1,742 (40,660) 1,677,851 (4,637) (136,197)
-	-	-	-	-	1,726,241	(189,831)	50,541	1,586,951	(45,297) 1,541,654
67,964	(8,224)	339,397						399,137	101,114 101,114 399,137
$2,325,237	$1,457	$1,228,781	$1,108,150	$341,933	$2,993,072	$(522,918)	$41,695	$7,517,407	$279,806 $7,797,213
$2,325,237	$1,457	$1,228,781 143,735 136,974 6,457 363,080	$1,108,150 172,624	$341,933 139,290	$2,993,072 (172,624) (139,290) (1,233,720) 2,113,868 422	$(522,918) 21,305	$41,695 78,110	$7,517,407 - - (1,233,720) 143,735 136,974 6,457 363,080 2,113,868 99,837	$279,806 $7,797,213 - - (1,233,720) 143,735 136,974 6,457 363,080 69,632 2,183,500 (8,561) 91,276
-	-	-	-	-	2,114,290	21,305	78,110	2,213,705	61,071 2,274,776
2,538	(1,457)	6,069			1,571 16,350		(1,571) (16,350)	- - 7,150	272,468 272,468 - - 7,150
$2,327,775	$-	$1,885,096	$1,280,774	$481,223	$3,579,649	$(501,613)	$101,884	$9,154,788	$613,345 $9,768,133

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

English Translation of Consolidated Financial Statements Originally Issued in Chinese SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

For the years ended 31 December 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from operating activities: Net income before tax Adjustments to reconcile net income before tax to net cash provided by operating activities: Income and expense adjustments: Depreciation Amortization Expected credit loss Interest expense Interest income Dividend income Share of profit of associates and joint ventures Loss (Gain) on disposal of property, plant and equipment Loss from market value decline, obsolete and slow-moving of inventories Expected credit loss Gain on disposal of investments (Gain) Loss of financial assets/liabilities at fair value through loss or profit Amortization of deferred government grants Changes in operating assets and liabilities: Increase in notes receivable (Increase) decrease in accounts receivable (Increase) decrease in other receivables Increase in inventories, net (Increase) decrease in prepayments (Increase) decrease in other current assets Increase (decrease) in notes payable Increase in accounts payable Increase in contract liabilities Increase in other payables Increase in other current liabilities Decrease in accrued pension liabilities Cash generated from operations Interest received Dividends received Interest paid Income tax paid Net cash provided by operating activities	For the years ended 31 December	For the years ended 31 December
	2020 $2,727,866 327,573 32,246 49,116 (12,551) (20,688) (128,830) 5,882 96 - (12,836) (355) (434,513) (2,303,291) (45,852) (1,665,380) (126,183) (7,575) 357,010 1,416,137 712,988 260,165 1,654 (3,467) 1,129,212 12,665 20,688 (42,555) (572,320) 547,690	2019
		$2,169,163 281,246 52,122 48,969 (13,476) (29,438) (83,796) (28,232) 669 (4,847) 6,203 (371) (361,883) 88,394 44,407 (880,468) 31,399 3,306 (21,581) 215,130 636,318 156,312 182,003 (2,415)
		2,489,134
		13,476 29,438 (41,071) (506,503)
		1,984,474

(Continued)

English Translation of Consolidated Financial Statements Originally Issued in Chinese SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS(Continued) For the years ended 31 December 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars)

	Forthe years ended31 December	Forthe years ended31 December
	2020	2019
Cash flows from investing activities:
Net cash outflow from acquisition of subsidiaries (Note 6(25))	$ -	$(24,019)
Acquisition of property, plant and equipment	(658,686)	(445,121)
Proceeds from disposal of property, plant and equipment	8,485	65,484
Decrease in other intangible assets	6,813	3,219
Dividends received	75,548	52,708
Acquisition of financial assets at fair value through other comprehensive inco	(68,099)	-
Proceeds from disposal of financial assets at fair value through other comprehensive income	28,029	-
Decrease in financial assets at fair value through other comprehensive income	3,061	6,337
Proceeds from disposal of financial assets at fair value through profit or loss	11,655	4,476
Acquisition of financial assets at fair value through profit or loss	(60,069)	(9,503)
Acquisition of investments accounted for under the equity method	(75,395)	-
Decrease in investments accounted for under the equity method	-	8,400
Proceeds from disposal of financial asset for trading
Proceeds from disposal of available-for-sale financial assets
Proceeds from disposal of financial assets at fair value through
profit or loss, current
Increase in other noncurrent assets	(175,345)	(290,148)
Proceeds from disposal of subsidiaries	(241)	-
Acquisition of non-controlling interests	-	-
Net cash used in investing activities	(904,244)	(628,167)
Cash flows from financing activities:
Increase in short-term loans	333,098	848,848
Proceeds from bonds issued	1,402,864	-
Increase (decrease) in long-term loanss (including current portion)	296,191	(9,175)
Cash dividends	(1,233,720)	(1,026,622)
Cash payments for the principal portion of the lease liability	(74,131)	(66,305)
Increase (decrease) in deposits received	169	(13,428)
Increase in non-controlling interests	468,776	39,364
Net cash provided by (used in) financing activities	1,193,247	(227,318)
Effect of exchange rate changes on cash and cash equivalents	34,493	(174,821)
Net increase in cash and cash equivalents	871,186	954,168
Cash and cash equivalents at beginning of period	3,579,189	2,625,021
Cash and cash equivalents at end of period	$4,450,375	$3,579,189

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

Appendix 4 Amendment to Rules of Procedure for Shareholder Meeting

After	Before	Explanation
Article 8 The chair shall call the meeting to order at the appointed meeting time and disclose information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting. …..	Article 8 The chair shall call the meeting to order at the appointed meeting time. …..	According to the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies.
Article 15 ….. The election of directors at a shareholders meeting shall be held in accordance with the “Measures for election of directors” adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected, and the names of directors not elected and	Article 15 ….. The election of directors at a shareholders meeting shall be held in accordance with the “Measures for election of directors” adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected.	According to the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies.
number of votes they received.

Appendix 5 Shareholding of Directors and Independent Directors