SINON - AGM Information 2020 | FinancialReports.eu

Stock Code ： 1712

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Handbook for the 2020 Annual Shareholders’ Meeting (Translation)

Time ： 9 a.m., Tuesday, June 23, 2020

Venue ： Evergreen Laurel Hotel (Taichung)

(Located at No. 666, Sec. 2 Taiwan Boulevard, Taichung City)

Note `：`

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 version shall prevail.

	Table of Contents	Table of Contents	Table of Contents
I.	Meeting Agenda·····································································································P.1
II.	Appendix
	1	2019 Business Report·······················································································	P. 6
	2	Audit Committee’s Review Report···································································	P. 8
	3	Ethical Corporate Management Best Practice Principles Comparison Table
		for the Amendments························································································	P. 9
	4	Ethical Corporate Management Best Practice Principles(Current Article)·······	P.18
	5	The financial statements and consolidated financial statements····················	P.26
	6	The Proposed Surplus Earning Distribution Table············································	P.46
	7	Articles of Association Comparison Table for the Amendments·····················	P.47
	8	Articles of Association (Current Article)···························································	P.50
	9	List of Candidates for Directors (Independent Directors)································	P.59
	10	Procedures for Election of Directors·································································	P.61
	11	Rules of Procedures for Shareholders’ Meetings·············································	P.64
	12	Shareholding of Directors···············································································	P.67

SINON CORPORATION

2020 Annual Shareholders’ Meeting Agenda

I. Call the Meeting to Order

II. Chairman’s Address

III. Agenda

Matters reported
(1) Report on the Company’s 2019 business operations.
(2) Audit committee's review report in 2019 of the Company.
(3) Report on allocation of remuneration to the employees and directors in 2019.
(4) Report on the proposal of cash dividends of surplus earnings distribution for the Company in 2019.
(5) Report on the amendment of “Ethical Corporate Management Best Practice Principles” of the Company.
Matters ratified
(1) To ratify the Company’s 2019 business report and financial statements.
(2) To ratify the proposal of surplus earnings distribution for the Company in 2019.
Matters discussed: Discuss the amendment of “Articles of Association” of the Company.
Election motions: Election of the Board of Directors of the Company.

IV. Other discussion proposals and extempore motion

V. Adjournment

1. Matters reported

Report item 1

Subject: Report on the Company’s 2019 business operations.

Description: Report to the shareholders’ meeting according to Regulations Governing Content and Compliance Requirements for Shareholders' Meeting Agenda Handbooks of Public Companies. Please refer to p.6-7, Appendix 1.

Report item 2

Subject: Audit committee's review report in 2019 of the Company.

Description: Report to the shareholders’ meeting according to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act. Please refer to p.8, Appendix 2.

Report item 3

Subject: Report on allocation of remuneration to the employees and directors in 2019.

Description:

Report to the shareholders’ meeting according to Article 28 of the Articles of Association of the Company.
According to the board resolution made on Mar. 20, 2020, the compensation allocated to employees in 2019 is NT $ 8,417,677, which accounts for 1% of net profit before income tax. The remuneration distributed to the directors is NT $ 42,088,382, which accounts for 5% of net profit before income tax. All the remuneration is paid by cash.

Report item 4

Subject: Report on the proposal of cash dividends of surplus earnings distribution for the Company in 2019.

Description:

Report to the shareholders’ meeting according to Article 28-2 of Articles of Association of the Company.
The Board of Directors approved the payment of a cash dividend of $ 1.3 per share on Mar. 20, 2020, which amounts to NT $ 546,640,361. (Round down to NT dollar. The fractional amount will be included in the capital surplus.) The ex-dividend date was set on April 14, 2020 and payment date was made on May 8, 2020.

Report item 5

Subject: Report on the amendment of “Ethical Corporate Management Best Practice Principles” of the Company.

Description:

The amendment of “Ethical Corporate Management Best Practice Principles” is proposed according to the Letter issued by the Order No. Tai-Zheng-Ji-Li-Zi-1080008378 of the Taiwan Stock Exchange Corporation dated May 23, 2019.
Please refer to p.9-25, Appendix 3 and 4 for the comparison table and the previous articles.

2. Matters ratified

Proposal 1 (Proposed by: Board of Directors)

Subject: To ratify the Company’s 2019 business report and financial statements.

Description:

The Company’s 2019 business report, please refer to p.6-7, Appendix 1.
The financial statements and the consolidated financial

statements of the Company in 2019, which have been audited and certified by certified public accountants, Su, Ting-Chien and Tseng, Done-Yuin, at the CPA firm of Deloitte & Touche. Please refer to p.26-45, Appendix 5.

The above documents have been audited and reviewed by the audit committee.

Resolution:

Proposal 2 (Proposed by: Board of Directors)

Subject: To ratify the proposal of surplus earnings distribution for the Company in 2019.

Description: The distribution of surplus earning for 2019 of the Company was adopted by the Board of Directors on Mar. 20, 2020 and has been audited and reviewed by the audit committee. Please refer to p.46, Appendix 6.

Resolution:

3. Matters discussed

Subject: Discuss the amendment of “Articles of Association” of the Company.

Description:

The amendment of Articles of Association of the Company is proposed to discuss according to the Letters related to the amendment of the Company Act, issued by the Order No. Tai-Tsai-Ku-Zi-10803064590 dated Dec. 25, 2019 of the Ministry of Finance, R.O.C and Order No. Tsung-Tong-Hua-Tsung-Yi-Jing-Zi10700083291 dated Aug. 1, 2018.
Please refer to p.47-58, Appendix 7 and 8 for the comparison table and the previous articles.

Resolution:

4. Election motions

Proposal: Election of the Board of Directors of the Company.

Description:

The term of office of directors of the 15[th] Board will be end on June 15, 2020. To accommodate the convening of shareholders' general meeting on June 23, 2020 for the re-election of directors, the term of office of all directors shall be extended until the time new directors have been elected and assumed their office pursuant to Article 195 of the Company Act.
According to Articles of Association of the Company, elections of directors at the Company shall be conducted in accordance with the candidate nomination system set out in Article 192-1 of the Company Act. The number of directors of the 16[th] Board to be elected at this time shall be 9(including 3 independent directors). Directors are elected to a three-year term from June 23, 2020 to June 22, 2023.
Please refer to p.59 to p.60, Appendix 9 for the List of Candidates for Directors (Independent Directors)
Please vote.

Result:

5. Other discussion proposals and extempore motion

6. Adjournment

Appendix 1 SINON CORPORATION

2019 Business Report

Outcome of business plan
(1) Consolidated operating revenue: NT $ 17,081 million

It includes:

Crop protection: NT $ 10,081 million, accounts for 59%.

Supermarket: NT $ 4,462 million, accounts for 26%.

Household supplies and catering services: NT$1,870 million, accounts for 11%. Others: NT $ 668 million, accounts for 4%.

(2) Consolidated gross profit: NT $ 4,541 million, accounts for 27% of the revenue.
(3) Consolidated profit from operations: NT $ 885 million, accounts for 5% of the revenue.
(4) Consolidated net profit after taxes: NT $ 675 million, accounts for 4% of the revenue.
(5) Individual operating revenue: NT $ 8,216 million
Budget implementation

Budget implementation
			Unit: NT$million
Item	Budget 2019	Actual amount 2019	Reaching rate%
Consolidated operating revenue	18,500	17,081	92%
Net income after taxes	790	675	85%

Financial receipts and expenditures and profitability analysis

Item	Item	2019	2018	Increase (Decrease)%
Net cash generated from operating activities		NT$1,742 million	NT$1,269 million	37
Net cash used in investing activities		NT$(335) million	NT$(340) million	(1)
Net cash used in financing activities		NT$(1,191) million	NT$(1,112) million	7
Return on assets (%)		5	5	0
Return on equity (%)		10	11	(9)
Ration to paid-in capital(%)	Operating profit	21	22	(5)
	Net profit before taxes	20	21	(5)
Profit margin (%)		4	4	0
Earning per share		NT$1.6	NT$1.74	(8)

Research and development
(1) The Company has completed the trail runs of three kinds of products. It will be introduced in factories in the future.
(2) The Company has submitted samples of seven kinds of products. All samples have been registered for fulfilling the customers’ requirements.
(3) The Company has completed the process development for six items and improved the manufacturing process for seventeen items to increase the product competitiveness.
(4) The Company has completed source verification of new suppliers for fifteen items of materials to ensure stable supply for materials and reduce the costs.

Chairperson of the board Manager Chief Accountant Horng, Po-Yen Yen, Tsu-Fang Yu, Kuei-Ju

Appendix 2 SINON CORPORATION

Audit Committee's Review Report

To shareholders in annual shareholders’ meeting 2020

The board of directors has prepared the Company’s 2019 business report, financial statements (including the consolidated financial statements), and a discussion proposal for allocation of profits. The financial statements (including the consolidated financial statements) have been audited and certified by certified public accountants, Su, Ting-Chien and Tseng, Done-Yuin, at the CPA firm of Deloitte & Touche, and the review report was issued accordingly. The above business report, financial statements (including the consolidated financial statements) and discussion proposal for allocation of profits have been reviewed and determined to be accurate by the audit committee. In accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report; please make an approval for it.

Convener of Audit of Committee

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Hsu, Jun-Ming May 6, 2020

Appendix 3 SINON CORPORATION

Ethical Corporate Management Best Practice Principles Comparison Table for the Amendments

Amended by the Board of Directors on 6, Nov. 2019

Revised Article	Current Article	Description
Article. 5 (Policy) The Company shall abide by the operational philosophies of honesty, transparency and responsibility, base policies on the principle of good faith and obtain approval from the board of directors,and establish good corporate governance and risk control and management mechanism so as to create an operational environment for sustainable development.	Article. 5 (Policy) The Company shall abide by the operational philosophies of honesty, transparency and responsibility, base policies on the principle of good faith and establish good corporate governance and risk control and management mechanism so that to create an operational environment for sustainable development.	This amendment is made in accordance with the Letter issued by the Order No. Tai-Zheng-Ji-Li-Zi-1080008378 of the Taiwan Stock Exchange Corporation dated May 23, 2019.
Article 7 (Scope of prevention programs) The Company shall establish a	Article 7 (Scope of prevention programs) The Company shall analyze business activities within their business scope which are at a higher risk of being involved in unethical conduct when establishing prevention programs and strengthen the related preventive measures.
risk assessment mechanism
against unethical conduct, analyze andassess on a regular basis business activities within their business scope which are at a higher risk of being involved in unethical conduct, andestablish prevention programs
accordingly and review their
adequacy and effectiveness on
a regular basis.

Revised Article	Current Article	Description
The prevention programs shall at least include preventive measures against the following: 1. Offering and acceptance of bribes. 2. Illegal political donations. 3. Improper charitable donations or sponsorship. 4. Offering or acceptance of unreasonable presents or hospitality, or other improper benefits. 5. Misappropriation of trade secrets and infringement of trademark rights, patent rights, copyrights, and other intellectual property rights. 6. Engaging in unfair competitive practices. 7. Damage directly or indirectly caused to the rights or interests, health, or safety of consumers or other stakeholders in the course of research and development, procurement, manufacture, provision, or sale of products and services.	The prevention programs shall at least include preventive measures against the following: 1. Offering and acceptance of bribes. 2. Illegal political donations. 3. Improper charitable donations or sponsorship. 4. Offering or acceptance of unreasonable presents or hospitality, or other improper benefits. 5. Misappropriation of trade secrets and infringement of trademark rights, patent rights, copyrights, and other intellectual property rights. 6. Engaging in unfair competitive practices. 7. Damage directly or indirectly caused to the rights or interests, health, or safety of consumers or other stakeholders in the course of research and development, procurement, manufacture, provision, or sale of products and services.

	Revised Article	Current Article	Description
	Article 8 (Commitment and implementation) The Company shall request their directors and senior management to issue a statement of compliance with the ethical management policy and require in the terms of employment that employees comply with such policy. The Company and their respective business group shall clearly specify in their rulesand external documentsand on the company website the ethical corporate management policies and the commitment by the board of directors andsenior management on rigorous and thorough implementation of such policies, and shall carry out the policies in internal management and in commercial activities. The Company shall compile documented information on the ethical management policy, statement, commitment and implementation mentioned in the first and second paragraphs and retains said information properly.	Article 8 (Commitment and implementation) The Company and their respective business group shall clearly specify in their rules and external documents the ethical corporate management policies and the commitment by the board of directors and the management on rigorous and thorough implementation of such policies, and shall carry out the policies in internal management and in commercial activities.

	Revised Article		Current Article	Description
	Article 17 (Organization and accountability) The applicable objects of the Company shall exercise the due care of good administrators to urge the company to prevent unethical conduct, always review the results of the preventive measures and continually make adjustments so as to ensure thorough implementation of its ethical corporate management policies. To achieve sound ethical corporate management, the Company shall establish a dedicated unit that is under the board of directors and avail itself of adequate resources and staff itself with competent personnel, responsible for establishing and supervising the implementation of the ethical corporate management policies and prevention programs. The dedicated unit shall be in charge of the following matters, and shall report to the board of directors on a regular basis (at least once a year): 1. Assisting in incorporating ethics and moral values into the company's business		Article 17 (Organization and accountability) The applicable objects of the Company shall exercise the due care of good administrators to urge the company to prevent unethical conduct, always review the results of the preventive measures and continually make adjustments so as to ensure thorough implementation of its ethical corporate management policies. To achieve sound ethical corporate management, theadministration department shall be responsible for establishing and supervising the implementation of the ethical corporate management policies and prevention programs. It shall be in charge of the following matters,and shall report to the board of directors on a regular basis: 1. Assisting in incorporating ethics and moral values into the company's business

	Revised Article	Current Article	Description
2. 3. 4.	strategy and adopting appropriate prevention measures against corruption and malfeasance to ensure ethical management in compliance with the requirements of laws and regulations. Analyzing and assessing on a regular basis the risk of involvement in unethical conduct within the business scope, adopting accordingly programs to prevent unethical conduct,andsetting out in each program the standard operating procedures and conduct guidelines with respect to the company's operations and business. Planning the internal organization, structure, and allocation of responsibilities and setting up check-and-balance mechanisms for mutual supervision of the business activities within the business scope which are possibly at a higher risk for unethical conduct. Promoting and coordinating awareness and educational activities with respect to	strategy and adopting appropriate prevention measures against corruption and malfeasance to ensure ethical management in compliance with the requirements of laws and regulations. 2. Adopting programs to prevent unethical conduct and setting out in each program the standard operating procedures and conduct guidelines with respect to the company's operations and business 3. Planning the internal organization, structure, and allocation of responsibilities and setting up check-and-balance mechanisms for mutual supervision of the business activities within the business scope which are possibly at a higher risk for unethical conduct. 4. Promoting and coordinating awareness and educational activities with respect to

	Revised Article		Current Article	Description
	ethics policy. 5. Developing a whistle-blowing system and ensuring its operating effectiveness. 6. Assisting the board of directors and management in auditing and assessing whether the prevention measures taken for the purpose of implementing ethical management are effectively operating, and preparing reports on the regular assessment of compliance with ethical management in operating procedures.		ethics policy. 5. Developing a whistle-blowing system and ensuring its operating effectiveness. 6. Assisting the board of directors and management in auditing and assessing whether the prevention measures taken for the purpose of implementing ethical management are effectively operating, and preparing reports on the regular assessment of compliance with ethical management in operating procedures.
	Article 20 (Accounting and internal control) The Company shall establish effective accounting systems and internal control systems for business activities possibly at a higher risk of being involved in an unethical conduct, not have under-the-table accounts or keep secret accounts, and conduct reviews regularly so as to ensure that the design and enforcement of the systems are showing results. The internal audit unit shall, based on the results of		Article 20 (Accounting and internal control) The Company shall establish effective accounting systems and internal control systems for business activities possibly at a higher risk of being involved in an unethical conduct, not have under-the-table accounts or keep secret accounts, and conduct reviews regularly so as to ensure that the design and enforcement of the systems are showing results. The internal audit unit shall periodically examine the

	Revised Article		Current Article	Description
	assessment of the risk of involvement in unethical conduct, devise relevant audit plans including auditees, audit scope, audit items, audit frequency, etc., andexamine accordingly the compliance with theprevention programs. The internal audit unit may engage a certified public accountant to carry out the audits, and may engage professionals to assist if necessary. The results of examination in the preceding paragraph shall be reported to senior management and the ethical management dedicated unit and put down in writing in the form of an audit report to be submitted to the board of directors.		company's compliance withthe foregoing systems and prepare audit reports and submit the same to the board of directors. The internal audit unit may engage a certified public accountant to carry out the audit, and may engage professionals to assist if necessary.
	Article 23(whistle-blowing system) The Company shall adopt a concrete whistle-blowing system and scrupulously operate the system. The whistle-blowing system shall include at least the following: 1. An independent mailbox or hotline, either internally established and publicly		Article 23 (whistle-blowing system) The Company shall adopt a concrete whistle-blowing system and scrupulously operate the system. The whistle-blowing system shall include at least the following: 1. An independent mailbox or hotline, either internally established and publicly

	Revised Article	Current Article	Description
2. 3. 4. 5.	announced or provided by an independent external institution, to allow company insiders and outsiders to submit reports. Dedicated personnel or unit appointed to handle whistle-blowing system. Any tip involving a director or seniormanagement shall be reported to the independent directors. Categories of reported misconduct shall be delineated and standard operating procedures for the investigation of each shall be adopted. Follow-up measures to be adopted depending on the severity of the circumstances after investigations of cases reported are completed. Where necessary, a case shall be reported to the competent authority or referred to the judicial authority. Documentation of case acceptance, investigation processes, investigation results, and relevant documents. Confidentiality of the identity of whistle-blowers and the	announced or provided by an independent external institution, to allow company insiders and outsiders to submit reports. 2. Dedicated personnel or unit appointed to handle whistle-blowing system. Any tip involving a director or seniormanager shall be reported to the independent directors. Categories of reported misconduct shall be delineated and standard operating procedures for the investigation of each shall be adopted. 3.Documentation of case acceptance, investigation processes, investigation results, and relevant documents. 4. Confidentiality of the identity of whistle-blowers and the

Revised Article	Current Article	Description
content of reported cases, and an undertaking regarding anonymous reporting. 6. Measures for protecting whistle-blowers from inappropriate disciplinary actions due to their whistle-blowing. 7. Whistle-blowing incentive measures. When material misconduct or likelihood of material impairment to the Company comes to their awareness upon investigation, the dedicated personnel or unit handling the whistle-blowing system shall immediately prepare a report and notify the independent directors in written form.	content of reported cases, and an undertaking regarding anonymous reporting. 5. Measures for protecting whistle-blowers from inappropriate disciplinary actions due to their whistle-blowing. 6. Whistle-blowing incentive measures. When material misconduct or likelihood of material impairment to the Company comes to their awareness upon investigation, the dedicated personnel or unit handling the whistle-blowing system shall immediately prepare a report and notify the independent directors in written form.

Appendix 4 (Current Article)

SINON CORPORATION

Ethical Corporate Management Best Practice Principles

Nov. 8, 2016 (Established)

Article 1 (Purpose and applicable scope) These Principles are adopted to assist the Company to foster a corporate culture of ethical management and sound development and offer a reference framework for establishing good commercial practices.

These Principles applicable to its business groups and organizations of the Company, which comprise its subsidiaries, any foundation to which the Company’s direct or indirect contribution of funds exceeds 50 percent of the total funds received, and other institutions or juridical persons which are substantially controlled by such company (hereafter referred to as "business group").

Article 2 (Prohibition of unethical conduct)

When engaging in commercial activities, directors, managers, employees, and mandataries of the Company or persons having substantial control over such companies (hereafter referred to as "applicable objects of the Company") shall not directly or indirectly offer, promise to offer, request or accept any improper benefits, nor commit unethical acts including breach of ethics, illegal acts, or breach of fiduciary duty ("unethical conduct") for purposes of acquiring or maintaining benefits. Parties referred to in the preceding paragraph include civil servants, political candidates, political parties or members of political parties, state-run or private-owned businesses or institutions, and their directors, supervisors, managers, employees or substantial controllers or other stakeholders.

Article 3 (Types of benefits)

"Benefits" in these Principles means any valuable things, including money, endowments, commissions, positions, services, preferential treatments or rebates of any type or in any name. Benefits received or given occasionally in accordance with accepted social customs and that do not adversely affect specific rights and obligations shall be excluded.

Article 4 (Compliance with laws and regulations)

The Company shall comply with the Company Act, Securities and Exchange Act, Business Entity Accounting Act, Political Donations Act, Anti-Corruption Statute, Government Procurement Act, Act on Recusal of Public Servants Due to Conflicts of Interest, TWSE/GTSM listing rules, or other laws or regulations regarding commercial

activities, as the underlying basic premise to facilitate ethical corporate management. Article 5 (Policy) The Company shall abide by the operational philosophies of honesty, transparency and responsibility, base policies on the principle of good faith and establish good corporate governance and risk control and management mechanism so that to create an operational environment for sustainable development.

Article 6 (Prevention programs)

The Company shall establish the prevention programs including operational procedures and code of conduct to forestall unethical conduct in accordance with the business philosophy and policy set forth in preceding article. When establishing the prevention programs, the Company shall comply with relevant laws and regulations of the territory where the companies and their business group are operating.

Article 7 (Scope of prevention programs) The Company shall analyze business activities within their business scope which are at a higher risk of being involved in unethical conduct when establishing prevention programs and strengthen the related preventive measures.

The prevention programs shall at least include preventive measures against the following:

Offering and acceptance of bribes.
Illegal political donations.
Improper charitable donations or sponsorship.
Offering or acceptance of unreasonable presents or hospitality, or other improper benefits.
Misappropriation of trade secrets and infringement of trademark rights, patent rights, copyrights, and other intellectual property rights.
Engaging in unfair competitive practices.
Damage directly or indirectly caused to the rights or interests, health, or safety of consumers or other stakeholders in the course of research and development, procurement, manufacture, provision, or sale of products and services.
Article 8 (Commitment and implementation) The Company and their respective business group shall clearly specify in their rules and external documents the ethical corporate management policies and the commitment by the board of directors and the management on rigorous and thorough implementation of such policies, and shall carry out the policies in internal management and in commercial activities.

Article 9 (Ethical corporate management in commercial activities) The Company shall engage in commercial activities in a fair and transparent manner based on the principle of ethical management. Prior to any commercial transactions, the Company shall take into consideration the legality of their agents, suppliers, clients, or other trading counterparties and whether any of them are involved in unethical conduct and shall avoid any dealings with persons so involved. When entering into contracts with their agents, suppliers, clients, or other trading counterparties, the Company companies shall include in such contracts terms requiring compliance with ethical corporate management policy and that in the event the trading counterparties are involved in unethical conduct, the Company may at any time terminate or rescind the contracts. Article 10 (Prohibition against offering or accepting bribes) When conducting business, the Company and its applicable objects may not directly or indirectly offer, promise to offer, request, or accept any improper benefits in whatever form to or from clients, agents, contractors, suppliers, public servants, or other stakeholders. Article 11 (Prohibition against illegal political donations) When directly or indirectly offering a donation to political parties or organizations or individuals participating in political activities, the Company and its applicable objects shall comply with the Political Donations Act, and shall not make such donations in exchange for commercial gains or business advantages. Article 12 (Prohibition against improper charitable donations or sponsorship) When making or offering donations and sponsorship, the Company and its applicable objects shall comply with relevant laws and regulations and shall not surreptitiously engage in bribery. Article 13 (Prohibition against unreasonable gifts, hospitality, or other improper benefits) The Company and its applicable objects shall not directly or indirectly offer or accept any unreasonable presents, hospitality or other improper benefits to establish business relationship or influence commercial transactions. Article 14 (Prohibition against infringing intellectual property rights) The Company and its applicable objects shall observe applicable laws and regulations, the company's internal operational procedures, and contractual provisions concerning intellectual property, and may not use, disclose, dispose, or damage intellectual property or otherwise infringe intellectual property rights without the prior consent of the intellectual property rights holder.

Article 15 (Prohibition against unfair competitive conduct) The Company shall engage in business activities in accordance with applicable competition laws and regulations, and may not fix prices, make rigged bids, establish output restrictions or quotas, or share or divide markets by allocating customers, suppliers, territories, or lines of commerce.

Article 16 (Preventing products or services from damaging stakeholders) In the course of research and development, procurement, manufacture, provision, or sale of products and services, the Company and its applicable objects shall observe applicable laws and regulations and international standards to ensure the transparency of information about, and safety of, their products and services. They shall also adopt and publish a policy on the protection of the rights and interests of consumers or other stakeholders, and carry out the policy in their operations, with a view to preventing their products and services from directly or indirectly damaging the rights and interests, health, and safety of consumers or other stakeholders. Where there are sufficient facts to determine that the company's products or services are likely to pose any hazard to the safety and health of consumers or other stakeholders, the company shall, in principle, recall those products or suspend the services

Article 17 (Organization and accountability)

The applicable objects of the Company shall exercise the due care of good administrators to urge the company to prevent unethical conduct, always review the results of the preventive measures and continually make adjustments so as to ensure thorough implementation of its ethical corporate management policies.

To achieve sound ethical corporate management, the administration department shall be responsible for establishing and supervising the implementation of the ethical corporate management policies and prevention programs. It shall be in charge of the following matters, and shall report to the board of directors on a regular basis:

Assisting in incorporating ethics and moral values into the company's business strategy and adopting appropriate prevention measures against corruption and malfeasance to ensure ethical management in compliance with the requirements of laws and regulations.
Adopting programs to prevent unethical conduct and setting out in each program the standard operating procedures and conduct guidelines with respect to the company's operations and business
Planning the internal organization, structure, and allocation of responsibilities and setting up check-and-balance mechanisms for mutual supervision of the business

activities within the business scope which are possibly at a higher risk for unethical conduct.

Promoting and coordinating awareness and educational activities with respect to ethics policy.
Developing a whistle-blowing system and ensuring its operating effectiveness.
Assisting the board of directors and management in auditing and assessing whether the prevention measures taken for the purpose of implementing ethical management are effectively operating, and preparing reports on the regular assessment of compliance with ethical management in operating procedures.
Article 18 (Legal compliance in conducting business) The applicable objects of the Company shall comply with laws and regulations and the prevention programs when conducting business.
Article 19 (Recusal for conflict of interest) The Company shall adopt policies for preventing conflicts of interest to identify, monitor, and manage risks possibly resulting from unethical conduct, and shall also offer appropriate means for directors, managers, and other stakeholders attending or present at board meetings to voluntarily explain whether their interests would potentially conflict with those of the company.
When a proposal at a given board of directors meeting concerns the personal interest of, or the interest of the juristic person represented by, any of the directors, managers, and other stakeholders attending or present at board meetings of the Company, the concerned person shall state the important aspects of the relationship of interest at the given board meeting. If his or her participation is likely to prejudice the interest of the company, the concerned person may not participate in discussion of or voting on the proposal and shall recuse himself or herself from the discussion or the voting, and may not exercise voting rights as proxy for another director. The directors shall practice self-discipline and must not support one another in improper dealings.

The Company and its applicable objects shall not take advantage of their positions or influence in the companies to obtain improper benefits for themselves, their spouses, parents, children or any other person.

Article 20 (Accounting and internal control) The Company shall establish effective accounting systems and internal control systems for business activities possibly at a higher risk of being involved in an unethical conduct, not have under-the-table accounts or keep secret accounts, and conduct reviews regularly so as to ensure that the design and enforcement of the

systems are showing results.

The internal audit unit shall periodically examine the company's compliance with the foregoing systems and prepare audit reports and submit the same to the board of directors. The internal audit unit may engage a certified public accountant to carry out the audit, and may engage professionals to assist if necessary.

Article 21 (Operational procedures and conduct guidelines of prevention programs) The Company shall establish operational procedures and guidelines in accordance with Article 6 hereof to guide the applicable objects of the Company on how to conduct business. The procedures and guidelines should at least contain the following

matters:

Standards for determining whether improper benefits have been offered or accepted.
Procedures for offering legitimate political donations.
Procedures and the standard rates for offering charitable donations or sponsorship.
Rules for avoiding work-related conflicts of interests and how they should be reported and handled.
Rules for keeping confidential trade secrets and sensitive business information obtained in the ordinary course of business.
Regulations and procedures for dealing with suppliers, clients and business transaction counterparties suspected of unethical conduct.
Handling procedures for violations of these Principles.
Disciplinary measures on offenders.

Article 22 (Education training and appraisal)

The chairperson, general manager, or senior management of the Company shall communicate the importance of corporate ethics to its directors, employees, and mandataries on a regular basis.

The Company shall periodically organize training and awareness programs for those applicable objects and invite the companies' commercial transaction counterparties so they understand the companies' resolve to implement ethical corporate management, the related policies, prevention programs and the consequences of committing unethical conduct.

The Company shall apply the policies of ethical corporate management when creating its employee performance appraisal system and human resource policies to establish a clear and effective reward and discipline system.

Article 23 (Whistle-blowing system)

The Company shall adopt a concrete whistle-blowing system and scrupulously

operate the system. The whistle-blowing system shall include at least the following:

An independent mailbox or hotline, either internally established and publicly announced or provided by an independent external institution, to allow company insiders and outsiders to submit reports.
Dedicated personnel or unit appointed to handle whistle-blowing system. Any tip involving a director or senior manager shall be reported to the independent directors. Categories of reported misconduct shall be delineated and standard operating procedures for the investigation of each shall be adopted.
Documentation of case acceptance, investigation processes, investigation results, and relevant documents.
Confidentiality of the identity of whistle-blowers and the content of reported cases, and an undertaking regarding anonymous reporting.
Measures for protecting whistle-blowers from inappropriate disciplinary actions due to their whistle-blowing.
Whistle-blowing incentive measures.

When material misconduct or likelihood of material impairment to the Company comes to their awareness upon investigation, the dedicated personnel or unit handling the whistle-blowing system shall immediately prepare a report and notify the independent directors in written form.

Article 24 (Disciplinary and appeal system) The Company shall adopt and publish a well-defined disciplinary and appeal system for handling violations of the ethical corporate management rules, and shall make immediate disclosure on the company's internal website of the title and name of the violator, the date and details of the violation, and the actions taken in response.

Article 25 (Disclosure of information) The Company shall collect quantitative data about the promotion of ethical management and continuously analyze and assess the effectiveness of the promotion of ethical management policy. They shall also disclose the measures taken for implementing ethical corporate management, the status of implementation, the foregoing quantitative data, and the effectiveness of promotion on their company websites, annual reports, and prospectuses, and shall disclose their ethical corporate management best practice principles on the Market Observation Post System.
Article 26 (Review and amendment of ethical corporate management policies and measures) The Company shall at all times monitor the development of relevant local and international regulations concerning ethical corporate management and encourage their directors, managers, and employees to make suggestions, based on which the

adopted ethical corporate management policies and measures taken will be reviewed and improved with a view to achieving better implementation of ethical management.

Article 27 (Implementation)

The Principles shall be implemented after the board of directors grants the approval, and shall be sent to the audit committee and reported at a shareholders' meeting. The same procedure shall be followed when the principles have been amended.

When the Company submits its Principles to the board of directors for discussion pursuant to the preceding paragraph, the board of directors shall take into full consideration each independent director's opinions. Any objections or reservations of any independent director shall be recorded in the minutes of the board of directors meeting. An independent director that cannot attend the board meeting in person to express objections or reservations shall provide a written opinion before the board meeting, unless there is some legitimate reason to do otherwise, and the opinion shall be specified in the minutes of the board of directors meeting.

Appendix 5 INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Sinon Corporation

Opinion

We have audited the accompanying financial statements of Sinon Corporation (the “Company”), which comprise the balance sheets as of December 31, 2019 and 2018, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the financial statements, including a summary of significant accounting policies (collectively referred to as the “financial statements”).

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and its financial performance and its 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 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 those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2019. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The key audit matters identified in the Company’s financial statements for the year ended December 31, 2019 are stated as follows.

Recognition of revenue

For related accounting policies and detailed information on revenue recognition, refer to Notes 4 and 18 to the financial statements. The Company’s operating revenue mainly comes from the sale of crop protection agents. Aside from supplying its department of crop protection, its main source of operating income comes from export sales. Thus, any changes in international trade of crop protection agents can significantly affect the Company’s major operating income and such revenue is significant to the financial statements; therefore, we identified the recognition of revenue as a key audit matter.

The audit procedures that we performed in respect of revenue recognition included the following:

We assessed the appropriateness of the design of the relevant operating procedures for revenue recognition from export sales and tested the Company’s operating effectiveness of the relevant controls for the year.
We understood and analyzed the changes in export sales transactions with customers and performed substantive procedures by sample-testing the customers’ export subsidiary ledger, checking the sales receipts and shipping records to confirm the validity of the sales revenue.

Impairment assessment of trade receivables

For related accounting policies and detailed information on revenue recognition, refer to Notes 4, 5 and 8 to the financial statements.

The impairment assessment of trade receivables is based on the management’s consideration of possible recoverability and for known issues with a yet-unrecovered state.

Such impairment assessment involved management’s subjective judgment, and the balance of the Company’s trade receivables is significant; therefore, we identified the impairment of trade receivables as a key audit matter.

The audit procedures that we performed in respect of trade receivables included the following:

We understood management’s policies on the allowance for impairment and assessed the relevant operations for the year.
We tested the correctness and completeness of the aging of trade receivables and reviewed the allowance for impairment to confirm the appropriateness of the accounting estimates.

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

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

In preparing the 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 Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. 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 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:

Identify and assess the risks of material misstatement of the 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 Company’s internal control.
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 Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the 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.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Company to express an opinion on the financial statements. We are responsible for the direction, supervision, and performance of the company 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 the financial statements for the year ended December 31, 2019 and are therefore the key audit matters. We describe these matters in our auditors’ 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.

The engagement partners on the audit resulting in this independent auditors’ report are Ting-Chien Su and Done-Yuin Tseng.

Deloitte & Touche Taipei, Taiwan Republic of China

March 20, 2020

Notice to Readers

The accompanying financial statements are intended only to present the financial position, financial performance 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 financial statements are those generally applied in the Republic of China.

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.

SINON CORPORATION

BALANCE SHEETS DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash (Notes 4 and 6) Notes receivable (Notes 4 and 8) Trade receivables (Notes 4, 5, 8, 18 and 24) Receivables from related parties (Notes 18 and 24) Other receivables (Notes 4 and 24) Inventories (Notes 4 and 9) Prepayments (Note 24) Other current assets Total current assets NON-CURRENT ASSETS Financial assets at fair value through profit or loss - non-current (Notes 4 and 7) Investments accounted for using the equity method (Notes 4 and 10) Property, plant and equipment (Notes 4, 11, 24 and 25) Right-of-use assets (Note 12) Deferred tax assets (Notes 4 and 20) Prepayments for equipment Refundable deposits (Note 25) Other non-current assets (Note 13) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Notes 14 and 25) Short-term bills payable (Note 14) Contract liabilities - current (Notes 4 and 18) Notes payable Trade payables Trade payables to related parties (Note 24) Current tax liabilities (Note 4 and 20) Other payables (Note 15) Lease liabilities - current (Note 12) Current portion of long-term borrowings (Notes 14 and 25) Other current liabilities (Note 24) Total current liabilities NON-CURRENT LIABILITIES Long-term borrowings (Notes 14 and 25) Lease liabilities - non-current (Note 12) Deferred tax liabilities (Notes 4 and 20) Net defined benefit liabilities - non-current (Notes 4 and 16) Guarantee deposits Investments accounted for using the equity method - credit balance (Notes 4 and 10) Other non-current liabilities Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY Ordinary shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Other equity Total equity TOTAL		2019 Amount % $ 496,063 4 25,880 - 766,394 6 1,134,268 10 59,966 1 1,232,074 10 184,698 2 4,685 - 3,904,028 33 23,253 - 3,024,199 26 4,566,295 38 15,613 - 50,996 1 12,226 - 23,383 - 282,985 2 7,998,950 67 $ 11,902,978 100 $ 857,529 7 20,000 - 4,312 - 7,000 - 670,895 6 12,343 - 73,752 1 730,842 6 8,399 - 682,203 6 10,375 - 3,077,650 26 1,065,000 9 7,366 - 247,816 2 253,566 2 74,523 1 134,647 1 12,981 - 1,795,899 15 4,873,549 41 4,204,926 35 450,289 4 762,674 6 291,972 3 1,654,740 14 (335,172) (3) 7,029,429 59 $ 11,902,978 100		2018
				Amount % $ 299,031 3 35,422 - 1,038,214 8 1,320,964 11 36,944 - 1,338,744 11 128,788 1 4,462 - 4,202,569 34 23,253 - 3,018,614 25 4,769,221 39 - - 41,014 - 17,848 - 32,396 - 283,592 2 8,185,938 66 $ 12,388,507 100 $ 1,069,109 9 - - 18,561 - 3,990 - 781,359 6 44,924 - 107,570 1 744,819 6 - - 218,042 2 10,663 - 2,999,037 24 1,747,203 14 - - 243,020 2 240,210 2 72,107 - 73,038 1 12,818 - 2,388,396 19 5,387,433 43 4,204,926 34 450,275 4 689,979 5 248,574 2 1,699,292 14 (291,972) (2) 7,001,074 57 $ 12,388,507 100

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

SINON CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Notes 4, 18 and 24) OPERATING COSTS (Notes 9, 19 and 24) GROSS PROFIT REALIZED (UNREALIZED) GAIN ON TRANSACTIONS WITH SUBSIDIARIES AND ASSOCIATES (Note 4) REALIZED GROSS PROFIT OPERATING EXPENSES (Notes 19 and 24) Selling and marketing expenses General and administrative expenses Research and development expenses Total operating expenses PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Other income (Notes 19 and 24) Other gains and losses (Note 19) Finance costs (Note 19) Share of profit of subsidiaries and associates (Notes 4 and 10) Total non-operating expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Notes 4 and 20) NET PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME (LOSS) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans		2019 Amount % $ 8,216,128 100 6,275,741 76 1,940,387 24 38,713 - 1,979,100 24 1,006,944 12 160,352 2 104,967 1 1,272,263 15 706,837 9 60,373 1 (25,238) - (43,295) (1) 92,585 1 84,425 1 791,262 10 116,407 2 674,855 8 (7,953) -		2018
				Amount % $ 9,091,555 100 6,994,547 77 2,097,008 23 (19,229) - 2,077,779 23 1,173,335 13 149,194 2 112,822 1 1,435,351 16 642,428 7 56,117 1 102,509 1 (56,246) (1) 104,542 1 206,922 2 849,350 9 122,393 1 726,957 8 23,951 - (Continued)

SINON CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Share of other comprehensive income (loss) of subsidiaries and associates accounted for using the equity method Income tax relating to items that will not be reclassified subsequently to profit or loss Items that may be reclassified subsequently to profit or loss: Exchange differences on translating the financial statements of foreign operations Share of other comprehensive income (loss) of subsidiaries and associates accounted for using the equity method Other comprehensive loss for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR EARNINGS PER SHARE (Note 21) Basic Diluted		2019 Amount % (379) - 1,590 - (6,742) - (44,877) - 1,677 - (43,200) - (49,942) - $ 624,913 8 $ 1.60 $ 1.60		2018
				Amount % 4,441 - (4,580) - 23,812 - (43,287) - (112) - (43,399) - (19,587) - $ 707,370 8 $ 1.74 $ 1.73

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

(Concluded)

SINON CORPORATION

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1, 2018 Effect of retrospective application and retrospective restatement BALANCE AT JANUARY 1, 2018 AS RESTATED Appropriation of 2017 earnings Legal reserve Special reserve Cash dividends distributed by the Company Other changes in capital surplus Net profit for the year ended December 31, 2018 Other comprehensive income (loss) for the year ended December 31, 2018, net of income tax Total comprehensive income (loss) for the year ended December 31, 2018 Convertible bonds converted to ordinary shares BALANCE AT DECEMBER 31, 2018 Effect of retrospective application and retrospective restatement BALANCE AT JANUARY 1, 2019 AS RESTATED Appropriation of 2018 earnings Legal reserve Special reserve Cash dividends distributed by the Company Other changes in capital surplus Net profit for the year ended December 31, 2019 Other comprehensive income (loss) for the year ended December 31, 2019, net of income tax Total comprehensive income (loss) for the year ended December 31, 2019 BALANCE AT DECEMBER 31, 2019	Ordinary Shares (Note 17) $ 4,149,934 - 4,149,934 - - - - - - - 54,992 4,204,926 - 4,204,926 - - - - - - - $ 4,204,926	Capital Surplus (Note 17) $ 433,832 - 433,832 - - - 15 - - - 16,428 450,275 - 450,275 - - - 14 - - - $ 450,289		Retained Earnings (Note 17) Unappropriated Legal Reserve Special Reserve Earnings $ 632,175 $ 203,887 $ 1,466,515 - - 5,721 632,175 203,887 1,472,236 57,804 - (57,804) - 44,687 (44,687) - - (421,222) - - - - - 726,957 - - 23,812 - - 750,769 - - - 689,979 248,574 1,699,292 - - (49,932) 689,979 248,574 1,649,360 72,695 - (72,695) - 43,398 (43,398) - - (546,640) - - - - - 674,855 - - (6,742) - - 668,113 $ 762,674 $ 291,972 $ 1,654,740	Retained Earnings (Note 17) Unappropriated Legal Reserve Special Reserve Earnings $ 632,175 $ 203,887 $ 1,466,515 - - 5,721 632,175 203,887 1,472,236 57,804 - (57,804) - 44,687 (44,687) - - (421,222) - - - - - 726,957 - - 23,812 - - 750,769 - - - 689,979 248,574 1,699,292 - - (49,932) 689,979 248,574 1,649,360 72,695 - (72,695) - 43,398 (43,398) - - (546,640) - - - - - 674,855 - - (6,742) - - 668,113 $ 762,674 $ 291,972 $ 1,654,740	Other Equity (Notes 4 and 17) Unrealized Gain Exchange (Loss) on Financial Differences on Unrealized Gain Assets at Fair Translating (Loss) on Value through the Financial Available-for-sale Other Statements of Financial Comprehensive Foreign Operations Assets Income $ (253,277) $ 4,704 $ - - (4,704) 4,704 (253,277) - 4,704 - - - - - - - - - - - - - - - (43,287) - (112) (43,287) - (112) - - - (296,564) - 4,592 - - - (296,564) - 4,592 - - - - - - - - - - - - - - - (44,877) - 1,677 (44,877) - 1,677 $ (341,441) $ - $ 6,269	Total Equity $ 6,637,770 5,721 6,643,491 - - (421,222) 15 726,957 (19,587) 707,370 71,420 7,001,074 (49,932) 6,951,142 - - (546,640) 14 674,855 (49,942) 624,913 $ 7,029,429
						Exchange Differences on Unrealized Gain Translating (Loss) on the Financial Available-for-sale Statements of Financial Foreign Operations Assets $ (253,277) $ 4,704 - (4,704) (253,277) - - - - - - - - - - - (43,287) - (43,287) - - - (296,564) - - - (296,564) - - - - - - - - - - - (44,877) - (44,877) - $ (341,441) $ -
				Legal Reserve $ 632,175 - 632,175 57,804 - - - - - - - 689,979 - 689,979 72,695 - - - - - - $ 762,674	Special Reserve $ 203,887 - 203,887 - 44,687 - - - - - - 248,574 - 248,574 - 43,398 - - - - - $ 291,972

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

SINON CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expenses Expected credit loss reversed on trade receivables Net loss on fair value changes of financial assets designated at fair value through profit or loss Financial costs Interest income Dividend income Share of profit of subsidiaries and associates Gain on disposal of property, plant and equipment Write-downs of inventories Impairment loss recognized on non-financial assets Unrealized loss (gain) on transactions with subsidiaries and associates Net loss (gain) on unrealized foreign currency exchange Net gains on modification of leasing arrangement Changes in operating assets and liabilities Notes receivable Trade receivables Other receivables Inventories Prepayments Other current assets Contract liabilities Notes payable Trade payables Other payables Other current liabilities Net defined benefit liabilities Cash generated from operations Interest received Dividends received Interest paid Income tax paid Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from return of capital from investments accounted for using the equity method Payments for property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease (increase) in refundable deposits Decrease in other non-current assets	2019 $ 791,262 383,131 (28,254) - 43,295 (3,082) (388) (92,585) (424) 6,142 - (38,713) 28,345 (56) 9,542 450,026 (23,022) 100,528 (55,910) (223) (14,249) 3,010 (138,859) (13,182) (288) 5,403 1,411,449 3,082 94,301 (46,103) (153,821) 1,308,908 - (127,688) 1,932 9,013 607	2018 $ 849,350 436,603 (3,938) 1,938 56,246 (1,795) (1,163) (104,542) (63,393) 1,597 2,600 19,228 (11,429) - 3,159 (388,003) 14,185 (189,141) 31,496 527 (11,544) (13,653) 71,608 37,461 (1,734) (40,882) 694,781 1,795 81,938 (52,805) (115,944) 609,765 500,010 (159,633) 15,695 (14,554) 1,026 (Continued)

SINON CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

Increase in prepayments for equipment Net cash generated from (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from (repayments of) short-term borrowings Repayments of short-term bills payable Repayments of bonds payable Proceeds from long-term borrowings Repayments of long-term borrowings Proceeds from guarantee deposits received Repayment of the principal portion of lease liabilities Increase in non-current liabilities Dividends paid to owners of the Company Net cash used in financing activities NET INCREASE (DECREASE) IN CASH CASH AT THE BEGINNING OF THE YEAR CASH AT THE END OF THE YEAR	2019 (38,134) (154,270) (207,366) 20,000 - 120,000 (338,042) 2,416 (8,151) 163 (546,626) (957,606) 197,032 299,031 $ 496,063	2018 (17,203) 325,341 74,096 (200,000) (9,500) 1,250,000 (1,723,042) 13,991 - 1,336 (421,207) (1,014,326) (79,220) 378,251 $ 299,031

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

(Concluded)

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Sinon Corporation

Opinion

We have audited the accompanying consolidated financial statements of Sinon Corporation (the “Company”) and its subsidiaries (collectively referred to as the “Group”), which comprise the consolidated balance sheets as of December 31, 2019 and 2018, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies (collectively referred to as the “consolidated financial statements”).

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2019 and 2018, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and 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 of the Republic of China.

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 those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2019. 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.

The key audit matters identified in the Group’s consolidated financial statements for the year ended December 31, 2019 are stated as follows.

Recognition of revenue

For related accounting policies and detailed information on revenue recognition, refer to Notes 4 and 30 to the consolidated financial statements. The Group’s operating revenue mainly comes from the sale of crop protection agents. Aside from supplying its department of crop protection, supermarkets and others, its main operating income comes from export sales. Thus, any changes in international trade of crop protection agents can

significantly affect the Group’s major operating income and such revenue is significant to the consolidated financial statements; therefore, we identified the recognition of revenue as a key audit matter.

The audit procedures that we performed in respect of revenue recognition included the following:

We assessed the appropriateness of the design of the relevant operating procedures for revenue recognition from export sales and tested the Group’s operating effectiveness of the relevant controls for the year.
We understood and analyzed the changes in export sales transactions with customers and performed substantive procedures by sample-testing the customers’ export subsidiary ledger, checking the sales receipts and shipping records to confirm the validity of the sales revenue.

Impairment assessment of trade receivables

For the related accounting policies and detailed information on revenue recognition, refer to Notes 4, 5 and 8 to the consolidated financial statements.

The impairment assessment of trade receivables is based on the management’s consideration of possible recoverability and for known issues with a yet-unrecovered state.

Such impairment assessment involved management’s subjective judgment, and the balance of the Group’s trade receivables is significant; therefore, we identified the impairment of trade receivables as a key audit matter.

The audit procedures that we performed in respect of trade receivables included the following:

We understood management’s policies on the allowance for impairment and assessed the relevant operations for the year.
We tested the correctness and completeness of the aging of trade receivables and reviewed the allowance for impairment to confirm the appropriateness of the accounting estimates..

Other Matter

We have also audited the parent company only financial statements of Sinon Corporation as of and for the years ended December 31, 2019 and 2018 on which we have issued an unmodified opinion.

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 Regulations Governing the Preparation of Financial Reports by Securities Issuers, and IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the 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 Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

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

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. 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 the 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 Group’s internal control.
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 Group’s ability to continue as a going concern. 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.
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.
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2019 and are therefore the key audit matters. We describe these matters in our auditors’ 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.

The engagement partners on the audit resulting in this independent auditors’ report are Ting-Chien Su and Done-Yuin Tseng.

Deloitte & Touche Taipei, Taiwan Republic of China

March 20, 2020

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance 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 applied in the Republic of China.

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.

SINON CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2019 AND 2018

(In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4 and 6) Financial assets at fair value through profit or loss - current (Notes 4 and 7) Notes receivable (Notes 4, 5 and 8) Trade receivables from unrelated parties (Notes 4, 5, 8 and 19) Trade receivables from related parties (Notes 19 and 25) Other receivables (Note 25) Inventories (Notes 4 and 9) Prepayments Other current assets Total current assets NON-CURRENT ASSETS Financial assets at fair value through profit or loss - non-current (Notes 4 and 7) Investments accounted for using the equity method (Notes 4 and 11) Property, plant and equipment (Notes 4, 12, 25, 26 and 27) Right-of-use assets (Notes 3, 4 and 13) Deferred tax assets (Notes 4 and 21) Prepayments for equipment Refundable deposits (Note 26) Other non-current assets (Note 14) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Notes 15 and 26) Short-term bills payable (Note 15) Contract liabilities - current (Notes 4, 19 and 27) Notes payable Trade payables Trade payables to related parties (Note 25) Lease liabilities - current (Notes 3, 4 and 13) Current tax liabilities (Note 21) Other payables (Note 16) Current portion of long-term borrowings (Notes 15 and 26) Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Long-term borrowings (Notes 15 and 26) Deferred tax liabilities (Notes 4 and 21) Lease liabilities - non-current (Notes 3, 4 and 13) Net defined benefit liabilities - non-current (Notes 4 and 17) Guarantee deposits Other non-current liabilities Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY Ordinary shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Other equity Total equity attributable to owners of the Company NON-CONTROLLING INTERESTS Total equity TOTAL		2019 Amount % $ 1,494,351 10 - - 132,575 1 1,892,045 12 1,967 - 78,101 1 2,760,593 18 436,960 3 7,693 - 6,804,285 45 23,253 - 37,489 - 6,839,083 45 993,418 6 113,454 1 17,445 - 93,734 1 342,698 2 8,460,574 55 $ 15,264,859 100 $ 1,100,766 7 20,000 - 419,919 3 91,141 1 1,661,629 11 1,374 - 243,397 2 94,913 1 1,146,941 7 682,203 4 27,398 - 5,489,681 36 1,065,000 7 248,453 2 711,609 5 492,501 3 140,286 1 40,634 - 2,698,483 18 8,188,164 54 4,204,926 27 450,289 3 762,674 5 291,972 2 1,654,740 11 (335,172) (2) 7,029,429 46 47,266 - 7,076,695 46 $ 15,264,859 100		2018
				Amount % $ 1,266,232 9 1,184 - 180,543 1 2,137,085 14 - - 57,164 - 2,968,302 20 446,174 3 5,658 - 7,062,342 47 23,253 - 35,570 - 7,147,298 48 - - 108,923 1 22,850 - 104,566 1 445,168 3 7,887,628 53 $ 14,949,970 100 $ 1,334,795 9 - - 409,808 3 115,089 1 1,797,385 12 1,453 - - - 138,936 1 1,170,876 8 223,642 1 44,136 - 5,236,120 35 1,747,203 12 243,020 2 - - 499,929 3 131,890 1 39,704 - 2,661,746 18 7,897,866 53 4,204,926 28 450,275 3 689,979 5 248,574 2 1,699,292 11 (291,972) (2) 7,001,074 47 51,030 - 7,052,104 47 $ 14,949,970 100

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

SINON CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Notes 4, 19 and 25) OPERATING COSTS (Notes 9, 20 and 25) GROSS PROFIT OPERATING EXPENSES (Notes 20 and 25) Selling and marketing expenses General and administrative expenses Research and development expenses Total operating expenses PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Other income (Notes 20 and 25) Other losses (Note 20) Foreign exchange loss, net (Note 4) Finance costs (Note 20) Share of profit of associates (Notes 4 and 11) Total non-operating expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Notes 4 and 21) NET PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME (LOSS) (Note 4) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans (Note 17) Share of other comprehensive loss of associates accounted for using the equity method (Note 11) Income tax relating to items that will not be reclassified subsequently to profit or loss (Note 21)		2019 Amount % $ 17,081,389 100 12,540,848 73 4,540,541 27 3,263,468 19 254,426 2 137,384 1 3,655,278 22 885,263 5 96,258 - (28,824) - (37,209) - (74,013) - 4,217 - (39,571) - 845,692 5 164,975 1 680,717 4 (8,213) - (113) - 1,642 -		2018
				Amount % $ 18,134,087 100 13,228,629 73 4,905,458 27 3,581,328 20 256,028 1 127,697 1 3,965,053 22 940,405 5 77,647 - (11,617) - (46,266) - (71,341) - 4,054 - (47,523) - 892,882 5 159,045 1 733,837 4 29,648 - (61) - (5,117) - (Continued)

SINON CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Items that may be reclassified subsequently to profit or loss: Exchange differences on translating the financial statements of foreign operations Share of other comprehensive income (loss) of associates accounted for using the equity method (Note 11) Other comprehensive loss for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR NET PROFIT ATTRIBUTABLE TO: Owners of the Company Non-controlling interests TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: Owners of the Company Non-controlling interests EARNINGS PER SHARE (Note 22) Basic Diluted		2019 Amount % (6,684) - (44,877) - 1,677 - (43,200) - (49,884) - $ 630,833 4 $ 674,855 4 5,862 - $ 680,717 4 $ 624,913 4 5,920 - $ 630,833 4 $ 1.60 $ 1.60		2018
				Amount % 24,470 - (43,287) - (112) - (43,399) - (18,929) - $ 714,908 4 $ 726,957 4 6,880 - $ 733,837 4 $ 707,370 4 7,538 - $ 714,908 4 $ 1.74 $ 1.73

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

(Concluded)

SINON CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

		Equity Attributable to Owners of the Company	Equity Attributable to Owners of the Company	Equity Attributable to Owners of the Company
Share Capital (Note 18) $ 4,149,934 - 4,149,934 - - - - - - - 54,992 - 4,204,926 - 4,204,926 - - - - - - - - $ 4,204,926	Capital Surplus (Note 18) $ 433,832 - 433,832 - - - 15 - - - 16,428 - 450,275 - 450,275 - - - 14 - - - - $ 450,289	Retained Earnings (Note 18) Unappropriated Legal Reserve Special Reserve Earnings $ 632,175 $ 203,887 $ 1,466,515 - - 5,721 632,175 203,887 1,472,236 57,804 - (57,804 ) - 44,687 (44,687 ) - - (421,222 ) - - - - - 726,957 - - 23,812 - - 750,769 - - - - - - 689,979 248,574 1,699,292 - - (49,932) 689,979 248,574 1,649,360 72,695 - (72,695 ) - 43,398 (43,398 ) - - (546,640 ) - - - - - 674,855 - - (6,742) - - 668,113 - - - $ 762,674 $ 291,972 $ 1,654,740		Other	Equity (Notes 4and 18) Unrealized Gain (Loss) on Financial Unrealized Gain Assets at Fair (Loss) on Value through Available-for-sale Other Financial Comprehensive Assets Income $ 4,704 $ - (4,704) 4,704 - 4,704 - - - - - - - - - - - (112) - (112) - - - - - 4,592 - - - 4,592 - - - - - - - - - - - 1,677 - 1,677 - - $ - $ 6,269
				Exchange Differences on Translating the Financial Statements of Foreign Operations $ (253,277 ) - (253,277) - - - - - (43,287) (43,287) - - (296,564 ) - (296,564) - - - - - (44,877) (44,877) - $ (341,441)	Unrealized Gain (Loss) on Available-for-sale Financial Assets $ 4,704 (4,704) - - - - - - - - - - - - - - - - - - - - - $ -
		Legal Reserve $ 632,175 - 632,175 57,804 - - - - - - - - 689,979 - 689,979 72,695 - - - - - - - $ 762,674	Special Reserve $ 203,887 - 203,887 - 44,687 - - - - - - - 248,574 - 248,574 - 43,398 - - - - - - $ 291,972

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

SINON CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expenses Expected credit loss recognized (reversed) on trade receivables Net loss on fair value changes of financial assets designated at fair value through profit or loss Financial costs Interest income Dividend income Share of loss of associates Loss (gain) on disposal of property, plant and equipment Gain on disposal of investments Impairment loss recognized on non-financial assets Write-downs inventories Net loss (gain) on unrealized foreign currency exchange Net gains on modification of leasing arrangement Changes in operating assets and liabilities Notes receivable Trade receivables Other receivables Inventories Prepayments Other current assets Contract liabilities Notes payable Trade payables Other payables Other current liabilities Net defined benefit liabilities Cash generated from operations Interest received Dividends received Interest paid Income tax paid Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from disposal of investments accounted for using the equity method Payments for property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease (increase) in refundable deposits Decrease in other non-current assets Decrease (increase) in prepayments for equipment	2019 $ 845,692 847,705 (23,902) 1,184 74,013 (10,342) (388) (4,217) 1,180 (67) 6,392 10,136 28,345 (62) 47,968 190,939 (20,527) 149,945 644 (2,133) 10,111 (23,948) (68,528) (27,724) (3,362) (15,641) 2,013,413 10,342 3,990 (76,264) (209,533) 1,741,948 304 (319,032) 6,314 10,832 2,882 (36,188)	2018 $ 892,882 669,796 4,656 754 71,341 (16,100) (1,163) (4,054) (4,633) - 2,600 3,836 (11,429) - 4,629 (294,774) 12,313 (110,293) (27,238) 1,954 (11,538) (67,913) 293,148 129,160 (22,862) (51,174) 1,463,898 16,100 3,602 (69,134) (145,433) 1,269,033 - (419,160) 69,811 (15,706) 12,722 12,726 (Continued)

SINON CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from (repayments of) short-term borrowings Repayments of short-term bills payable Repayments of bonds payable Proceeds from long-term borrowings Repayments of long-term borrowings Proceeds from guarantee deposits received Repayments of lease liabilities Decrease in non-current liabilities Dividends paid to owners of the Company Dividends paid to non-controlling interests Net cash used in financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	2019 (334,888) (226,646) 20,000 - 120,000 (343,642) 8,396 (220,900) 930 (546,626) (2,897) (1,191,385) 12,444 228,119 1,266,232 $ 1,494,351	2018 (339,607) 41,673 (250,000) (9,500) 1,250,000 (1,732,642) 10,155 - 1,099 (421,207) (1,448) (1,111,870) (2,338) (184,782) 1,451,014 $ 1,266,232

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

(Concluded)

Appendix 6 SINON CORPORATION

The Proposed Surplus Earning Distribution Table of 2019

Unit: NT$	Unit: NT$

Items Total amount
Undistributed surplus earnings in the beginning of the year 1,036,557,976

Plus: Net income after taxes of this year 674,854,833 Minus: Effect of retrospective application (49,931,921) Minus: Other comprehensive income of 2019-Remeasurement of defined benefit plan (6,742,111)
After-tax net income and other profit items adjusted to the current year’s undistributed earnings other than after-tax net income calculated by the profit-seeking enterprise 618,180,801
Minus: Legal reverse set aside (61,818,080)
Minus: Special reverse set aside (43,200,124)
Surplus earning to be distributed 1,549,720,573
Cash dividends: NT$1.3 per share (outstanding shares: 420,492,585) (546,640,361)
Balance of undistributed surplus earning 1,003,080,212

Chairperson of the board Manager Chief Accountant Horng, Po-Yen Yen, Tsu-Fang Yu, Kuei-Ju

Appendix 7 SINON CORPORATION

Articles of Association

Comparison Table for the Amendments

Amended by the Board of Directors on 20, Mar. 2020

`修正後條文`		`現行條文`	`說明`
Article 2 The running items of the Company are as follows: 1. A101011 Seedling 2. A101020 Crops cultivation ..… 74. F401071 Export and import of seedling 75. I103060 Management consulting Services 76. I103060 Management consulting Services (omitted)		Article 2 The running items of the Company are as follows: 1. A101011 Seedling 2. A101020 Crops cultivation ..… 74. F401071 Export and import of seedling 75.F401171 Import of liquors 76.I103060 Management consulting Services (omitted)	Deleted the business item code of “F401171 Alcohol Drink Import” according to the Order No. Tai-Tsai-Ku-Zi-10803064590 date Dec. 25, 2019 issued by the Ministry of Finance, R.O.C. It would be filled by the remaining codes.
Article 6 Forthe shares to be issuedby the Company the Company may be exempted from printing any share certificate for the shares issued, however, the issued shares shall be registered with a centralized securities depositary enterprise.		Article 6 The shares issued by the Company shall be affixed with the signatures or personal seals of three or more directors, and shall be duly certified or authenticated by the competent authority before issuance thereof. The Company mayalso be exempted from printing any share certificate for theshares issued; however, the issued shares shall be registered with a	The amendment is made to be in conformance with Article 161-2 and Article 162 of the Company Act.

		centralized securities depositary enterprise.
	Article 24 The resolution of the board of directors meeting shall be recorded into the minutes with the signature or seal of the chairman. The minutes shall be sent to every director within 20 days after the meeting. The minutes of proceedings shall specify the date, the place of the meeting, the name of the chairman; the means by which a resolution is adopted, the abstract and result of proceedings shall be kept in the Company for custody. The preparation and distribution of the minutes of shareholders' meeting be effected by means of electronic transmission.	Article 24 The resolution of the board of directors meeting shall be recorded into the minutes with the signature or seal of the chairman. The minutes shall be sent to every director within 20 days after the meeting. The minutes of proceedings shall specify the date, the place of the meeting, the name of the chairman; the means by which a resolution is adopted, the abstract and result of proceedings shall be kept in the Company for custody.	The amendment is made to be in conformance with Article 183 and Article 207 of the Company Act.
	Article 28 If there is a net profit at the end of each fiscal year, 1% of the profit shall be allocated as employees’ compensation, which may be distributed in the form of shares or in cash by a resolution of the meeting of board of directors and issued include the employees of the subsidiaries of the Companymeetingcertain	Article 28 If there is a net profit at the end of each fiscal year, 1% of the profit shall be allocated as employees’ compensation, which may be distributed in the form of shares or in cash by a resolution of the meeting of board of directors and issued include the employees of the subsidiaries of the Companymeetingcertain	For business operation.

specific requirements; and may be allocated3%or less for the remuneration to directors by a resolution of the meeting of board directors. The assigned proposal for the employees’ compensation and remuneration to directors shall be reported to the shareholders’ meeting. The Company shall retain any profit to cover the losses while having accumulated losses. Then, the employees’ compensation and remuneration to directors may be payable in proportion based on the ratio mentioned.	specific requirements; and may be allocated5%or less for the remuneration to directors by a resolution of the meeting of board directors. The assigned proposal for the employees’ compensation and remuneration to directors shall be reported to the shareholders’ meeting. The Company shall retain any profit to cover the losses while having accumulated losses. Then, the employees’ compensation and remuneration to directors may be payable in proportion based on the ratio mentioned.
Article 31 The Articles of Association had been concluded on Nov. 5, 1963. ……………… The 50thamendment was made on June 14, 2019. The 51stamendment was made on June 23,2020.	Article 31 The Articles of Association had been concluded on Nov. 5, 1963. ……………… The 50thamendment was made on June 14, 2019.

Appendix 8 (Current Article)

ARTICLES OF ASSOCIATIONSINON

SINON CORPORATION

Chapter 1 General Articles

Article 1 The Company is organized and incorporated in accordance with the Company Act in the full name of “SINON CORPORATION”.

Article 2 The running items of the Company are as follows:
1 A101011 Seedling
2 A101020 Crops cultivation
3 A101030 Special Crops cultivation
4 A101040 Edible fungus cultivation
5 A101050 Flower planting
6 A102020 Agricultural products preparation
7 A102050 Crops cultivation services
8 A102060 Grain commerce
9 C111010 Tea manufacturing
10 C113020 Semi-finished material of wine manufacturing
11 C114010 Food additives manufacturing
12 C199030 Instant foods manufacturing
13 C199990 Other unsorted foods manufacturing
14 C801010 Basic industrial chemical manufacturing
15 C801030 Precision chemical materials manufacturing
16 C801100 Synthetic resin & plastic manufacturing
17 C801110 Fertilizer manufacturing
18 C801990 Other chemical materials manufacturing
19 C802060 Animal drugs pharmaceutical industry
20 C802070 Agro-pesticide manufacturing
21 C802080 Environmental sanitation agents manufacturing
22 C802090 Cleaning products manufacturing
23 C802100 Cosmetics manufacturing
24 C802110 Cosmetics pigment manufacturing
25 C802170 Toxic chemical substances manufacturing
26 C802200 Coating, paint, dyeing and dyestuff manufacturing
27 C802990 Other chemical products manufacturing

28 C805010 Plastic leather, cloth, board and tube manufacturing
29 C805020 Plastic film and bag manufacturing
30 C805030 Manufacturing of plastic articles for daily use
31 C805060 Plastic leather products manufacturing
32 C805990 Other plastic products manufacturing
33 CB01030 Pollution controlling equipment manufacturing
34 F101081 Wholesale of Seedling
35 F101100 Wholesale of flowers and plants
36 F101130 Wholesale of vegetable and fruits
37 F101990[Wholesale of other agricultural products, livestock and aquatic products ]
38 F102030 Wholesale of tobaccos and liquors
39 F102040 Wholesale of beverages
40 F102050 Wholesale of tea
41 F102170 Wholesale of foods and groceries
42 F106020 Wholesale of articles for daily use
43 F106030 Wholesale of molds
44 F106060 Wholesale of pet foods and the related articles
45 F107030 Wholesale of cleaning products
46 F107040 Wholesale of insecticides
47 F107050 Wholesale of fertilizer
48 F107060 Wholesale of toxic chemical substances
49 F107070 Wholesale of animal drugs
50 F107080 Wholesale of environmental sanitation agents
51 F107190 Wholesale of plastic film and bag
52 F107200 Wholesale of chemical materials
53 F107990 Wholesale of other chemical products
54 F108031 Wholesale of medical devices
55 F108040 Wholesale of cosmetics
56 F201010 Retail of agricultural products
57 F201061 Retail of seedling
58 F201070 Retail of flowers and plants
59 F201990 Retail of other agricultural products, livestock and aquatic products
60 F203010 Retail of foods and groceries
61 F203020 Retail of tobaccos and liquors
62 F206020 Retail of articles for daily use
63 F206050 Retail of pet foods and the related articles.

64 F207030 Retail of cleaning products
65 F207040 Retail of insecticides
66 F207050 Retail of fertilizers
67 F207060 Retail of toxic chemical substances
68 F207070 Retail of animal drugs
69 F207080 Retail of environmental sanitation agents
70 F208031 Retail of medical devices
71 F399040 Retail business without shop
72 F399990[Retail sale of others ]
73 F401010 International trade
74 F401071 Export and import of seedling
75 F401171 Import of liquors
76 I103060 Management consulting Services
77 J101050 Sanitation and Pollution Controlling Services
78 JE01010 Rental and leasing business
79 JZ99050 Agency services
80 H701010 Development, rental and sale of residence and buildings
81 H701060 Development of new township and community
82 H703090 Real estate Commerce
83 H703100 Real estate rental and leasing
84 CF01011 Manufacturing of medical device
85 ZZ99999 It is not allowed to operate the prohibited and limited business except the permitted one.
Article 2-1 To be in case of necessity in business, the Company may act as a guarantor for the above-related line of work.
Article 2-2 The investments in other business shall not be limited to the total amount of investments regulated in the Company Law. The long-term equity investments shall be adopted by the board of directors.
Article 3 The head office is located in Taichung City, Taiwan. Any branch office could be set up in local or foreign country in case that a resolution is decided by the meeting of the board of directors in favor of it.
Article 4 The announcement of the Company shall be made in accordance with the Article 28 of Company Act.

Chapter 2 Share

Article 5 The total authorized capital of the company is NT$5 billion, divided into five hundred million shares. Each share is $10 and issued separately by the board of directors if any.

Article 6	The shares of the Company will be issued under signatures or seals of more than three
	directors after being certified by the competent authority by law.
	The company may be exempted from printing any share certificate for the shares issued, but
	shall contact the securities central depository institution to make a recordation of the issue of
	such shares.
Article 7	The transaction of stock affairs shall follow the Criteria Governing Handling of Stock Affairs by
	Public Companies issued by the competent authority unless otherwise provided by laws and
	regulations.
Article 8	Deleted.
Article 9	Deleted.
Article 10	Share certificates fee should be paid if shares were lost or other reason for asking reissuance.
Article 10-1	The Company should apply to the Taiwan Securities Central Depository Co., Ltd. for issuing
	securities with a large amount of par value.
Article 11	The shares shall be not allowed to transfer within sixty days prior to the shareholders’ regular
	meeting or within thirty days prior to a special meeting or within five days prior to the date
	fixed for allocating dividend, bonus or other profits.
Chapter 3 Shareholders’ Meeting

Article	12	The shareholders’ meeting includes regular and special meetings. The regular meeting
		convenes once a year and shall be within 6 months after the end of the fiscal year, which shall
		be made by the board of directors. The special meeting shall convene in case of necessity
		under the law related.
Article	13	The shareholder who is unable to present at the shareholders’ meeting should be allowed to
		appoint a representative with a power of attorney in accordance with the Article 177 of
		Company Act to attend the meeting.
Article	14	The chairman of the board of directors shall preside the shareholders' meeting. In case the
		chairman of the board of directors is absent, the vice chairman shall act on his behalf. If the
		vice chairman is also absent, the chairman of the board of directors shall designate one of the
		managing directors. In the absence of such a designation, the managing directors or the
		directors shall elect from among themselves an acting chairman of the board of directors.
Article	15	Every shareholder is entitled to have one vote for each of the said share he owned. The shares
		shall have no voting power under the Article 179 and Article 197-1- II of the Company Act.
Article	16	Resolutions at a shareholders’ meeting shall, unless otherwise provided by the Company Act,
		be adopted by a majority vote of the shareholders present, who represent more than
		one-half of the total number of voting shares issued.
		The shareholders may exercise their voting power by way of electronic transmission pursuant

to the regulations made by the competent authority. Exercising the voting power by way of electronic transmission is deemed to be attendance in person. All the related matters shall be made in accordance with the applicable laws. Article 17 Resolutions adopted at a shareholders' meeting shall be recorded in the minutes of the meeting, which shall be affixed with the signature or seal of the chairman of the meeting and shall be sent to all shareholders of the company within twenty days after the meeting. The distribution of the above minutes should be effected by means of a public notice. The minutes of shareholders' meeting shall record the date and place of the meeting, the name of the chairman, the method of adopting resolutions, and a summary of the essential points of the proceedings and the results of the meeting. The attendance list bearing the signatures of shareholders present at the meeting and the powers of attorney of the proxies shall be kept by the company under Article 183 of the Company Act.

Chapter 4 Directors and Audit Committees

Article 18 The Company shall have nine directors to be elected at the shareholders’ meeting from among the candidates for directors, with the term of office of three years. The said position is eligible according to the result of the next election. The total shareholdings of all directors shall not be less than the fixed proportion of issued stocks regulated by competent authority. A candidate nomination system is adopted by the company for election of directors pursuant to the Article 192-1 of the Company Act, that all the related matters shall be dealt with according to the Company Act, Securities and Exchange Act, and other applicable laws. Article 18-1 The number of independent directors of the Company shall be no less than three and in any event shall be no less than 1/5 of the total number of directors mentioned above. A nomination system is adopted by the Company and the independent directors shall be elected at the shareholders’ meeting from among the list of independent directors. Regulations governing the professional qualifications, restrictions on shareholdings and concurrent positions held, method of nomination and election, and other matters for compliance with respect to independent directors regulated in previous paragraph shall be made pursuant to the related regulations ruled by the Competent Authority. Article 19 In case that vacant position of the directors reaches 1/3 of the required number of directors, the board of directors shall convene a shareholders’ meeting for a reelection. The tenure of office is within a given time limit. Article 20 In case that the election of directors cannot be held in time after their expiration of the term of office, the incumbent directors shall continue to perform their duties until the new directors has been elected. Article 21 The board of directors consists of directors. The chairperson of the board or vice chairman of

		the board, elected by more than 2/3 of all the directors attended, and a majority of the
		directors’ consent, manages the whole affairs of the company in accordance with the laws,
		articles of association and the resolutions of shareholders’meeting and board of directors.
Article	21-1	In calling a meeting of the board of directors, a notice setting forth therein the subject(s) to be
		discussed at the meeting shall be given to each director no later than 7 days prior to the
		scheduled meeting date. However, in the case of emergency, the meeting may be convened at
		any time.
		The notice set forth in the preceding Paragraph may be effected by means of written forms,
		fax or e-mail.
Article	22	The operating policy and other important affairs of the company shall be carried out in
		accordance with the resolution of the board of directors. The meeting of the board of
		directors is convened by the chairperson of the board and the chairperson of the board
		becomes the chairman of the meeting except for the first meeting of each term being
		convened in accordance with the Article 203 of Company Act. In case the chairperson of the
		board is unable to carry out his duty, the vice chairperson of the board should act on his
		behalf, if the vice chairperson of the board is absent also or unable to carry out his duty, then
		the chairperson of the board may assign one of the directors to act on his behalf; if not, the
		directors may nominate one among of themselves.
Article	23	Unless otherwise provided by the Company Act, the resolutions of the board of directors shall
		be adopted by a majority of the directors at a meeting attended by a majority of the directors.
		In case the director is absent, he shall execute a power of attorney specifying the scope of
		authorization in order to appoint other director as a representative to attend the meeting on
		his behalf. The representative shall accept the appointment of one director only.
		If the board of directors has a video conference, any directors who were present at a video
		conference shall be regarded as personal attendance.
Article	24	The resolution of the board of directors meeting shall be recorded into the minutes with the
		signature or seal of the chairman. The minutes shall be sent to every director within 20 days
		after the meeting. The minutes of proceedings shall specify the date, the place of the
		meeting, the name of the chairman; the means by which a resolution is adopted, the abstract
		and result of proceedings shall be kept in the Company for custody.
Article	25	The Company shall establish an audit committee pursuant to the Article 14-1 of the Securities
		and Exchanges Act. The audit committee shall be composed of the entire number of
		independent directors.
		The powers and duties of the audit committee and matters related thereto shall be prescribed

by the Competent Authority in accordance with the Company Act, Securities and Exchange Act, and other applicable laws.

Article 25-1 The remuneration of the chairperson of the board, vice chairperson of the board, and directors for their service depends on their participation proportion of company running and value of contribution. The standard of the same trade needs to be considered. The board of directors is appointed to make a resolution. Article 25-2 The remuneration of independent directors for their service depends on their participation proportion of company running and value of distribution. The standard of the same trade needs to be considered. The board of directors is appointed to make a resolution.

Chapter 5 Managers and employees

Article 26 The Company should have a general manager and several vice general managers. The employment and dismissal shall be made in accordance with the Article 29 of Company Act. However, the employment and dismissal of vice general managers should be nominated and decided by general manager.

Chapter 6 Accounting

Article 27 At the end of each fiscal year, the board of directors shall prepare the following statements and records of accounts and submit such to the audit committee for approval and to the board of directors for resolution within 30 days prior to the regular shareholders’ meeting, and then forward them to the shareholders’ meeting for acknowledgement: (1) Operating reports (2) Financial Statements (3) The surplus earning distribution or loss off-setting proposals Article 28 If there is a net profit at the end of each fiscal year, 1% of the profit shall be allocated as employees’ compensation, which may be distributed in the form of shares or in cash by a resolution of the meeting of board of directors and issued include the employees of the subsidiaries of the Company meeting certain specific requirements; and may be allocated 5% or less for the remuneration to directors by a resolution of the meeting of board directors. The assigned proposal for the employees’ compensation and remuneration to directors shall be reported to the shareholders’ meeting. The Company shall retain any profit to cover the losses while having accumulated losses. Then, the employees’ compensation and remuneration to directors may be payable in proportion based on the ratio mentioned. Article 28-1 If there are any surplus earnings after the final account, the Company shall pay all taxes and duties, make up accumulated losses, and set aside 10% of such surplus earnings as legal reserve.

When such legal reserve amounts to the total paid-in capital of the Company, this provision shall not apply. The remaining surplus earnings shall be set aside by laws or reserved as special reserve; if there is still surplus earnings remained, the board of directors shall draw up the surplus earnings distribution proposal and submit to the shareholders’ meeting for approval for allocation of dividends and bonus for shareholders.

Article 28-2 The board of directors is authorized by the Company to distribute dividends and bonuses in whole or in part that may be paid in cash after a resolution has been adopted by a majority vote at a meeting of the board of directors attended by two-third of the total number of directors, and in addition thereto a report of the distribution shall be submitted to the shareholders’ meeting.

The board of directors is authorized by the Company to distribute legal reserve and capital reserve, in whole or in part that may be paid in cash after a resolution has been adopted by a majority vote at a meeting of the board of directors attended by two-third of the total number of directors, and in addition thereto a report of the distribution shall be submitted to the shareholders’ meeting.

Article 28-3 The business of the company has been promoted well, for pursuit of sustainable operation and continuous growth, at the present, Residual Dividend Policy is adopted. That is to reserve the surplus in order to deal with the necessary capital, and transfer the said capital as allocation of funds to the shareholders, and then the remained surplus shall be distributed to them in the way of cash dividend. The cash dividend shall be annually distributed not less than 30% of the total dividend in the current year, however, it is not limited that the distribution amount of cash dividend is less than New Taiwan Dollars one hundred million.

Chapter 7 Appendixes

Article 29 The regulations of organization and rules of execution business shall be made by the board of directors. Article 30 The Points that have not mentioned in this Articles of Association shall be managed in accordance with the Company Act and other Regulations. Article 31 The Articles of Association had been concluded on Nov. 5, 1963. The 1[st] amendment was made on Jan. 22, 1964. The 2[nd] amendment was made on Dec. 28, 1964. The 3[rd] amendment was made on Jan. 28, 1966. The 4[th] amendment was made on Mar. 5, 1967. The 5[th] amendment was made on April 12, 1970. The 6[th] amendment was made on Nov. 29, 1970. The 7[th] amendment was made on May 14, 1971. The 8[th] amendment was made on May 5, 1972. The 9[th] amendment was made on June 16, 1973.

The 10[th] amendment was made on June 11, 1974. The 11[th] amendment was made on May 16, 1975. The 12[th] amendment was made on May 30, 1978. The 13[th] amendment was made on Mar. 6, 1979. The 14[th] amendment was made on April 20, 1979. The 15[th] amendment was made on June 29, 1979. The 16[th] amendment was made on Sept. 20, 1980. The 17[th] amendment was made on Nov. 7, 1982. The 18[th] amendment was made on April 30, 1983. The 19[th] amendment was made on June 24, 1983. The 20[th] amendment was made on Dec. 27, 1983. The 21[st] amendment was made on May 19, 1984. The 22[nd] amendment was made on May 4, 1985. The 23[rd] amendment was made on April 26, 1986. The 24[th] amendment was made on May 2, 1987. The 25[th] amendment was made on April 16, 1988. The 26[th] amendment was made on April 11, 1989. The 27[th] amendment was made on Dec. 2, 1989. The 28[th] amendment was made on May 16, 1991. The 29[th] amendment was made on May 19, 1992. The 30[th] amendment was made on May 19, 1993. The 31[st] amendment was made on May 6, 1994. The 32[nd] amendment was made on May 19, 1995. The 33[rd] amendment was made on May 23, 1997. The 34[th] amendment was made on May 21, 1999. The 35[th] amendment was made on May 24, 2000. The 36[th] amendment was made on May 29, 2001. The 37[th] amendment was made on June 18, 2002. The 38[th] amendment was made on June 17, 2003. The 39[th] amendment was made on June 10, 2005. The 40[th] amendment was made on June 13, 2006. The 41[st] amendment was made on June 16, 2009. The 42[nd] amendment was made on June 18, 2010. The 43[rd] amendment was made on June 12, 2012. The 44[th] amendment was made on June 21, 2013. The 45[th] amendment was made on June 20, 2014. The 46[th] amendment was made on October 9, 2014. The 47[th] amendment was made on June 18, 2015. The 48[th] amendment was made on June 17, 2016. The 49[th] amendment was made on June 22, 2018. The 50[th] amendment was made on June 14, 2019.

Appendix 9 SINON CORPORATION

List of Candidates for Directors (Independent Directors)

Title	Name	Education	Professional experience and current job position
Director	Horng, Po-Yen	Department of Chemical Engineering, Chung Yuan University	Professional experience:  Vice Chairman, Sinon Corporation  General Manager, Sinon Corporation Current position:  Chairman, Sinon Corporation
Director	Chiawen Investment Ltd. Representative: Liao, Lien-Heng	Department of International Business, Feng Chia University	Professional experience:  Vice Chairman, Sinon Corporation  General Manager, Sinon Corporation Current position:  Vice Chairman, Sinon Corporation
Director	Hungshun Investment Co., Ltd Representative: Kuo, Tzu-Kuan	 Department of Visual Communication Design, National Yunlin University of Science and Technology  Master of Business Administration Program, Loyola Marymount University (USA)	Professional experience:  Adjunct Lecturer, Central Taiwan University of Science and Technology  General Manager, Radiant Biotechnology CO., LTD. Current position:  Chairman, Cingjing Travel CO., LTD.  Director, Nantou Bus Transportation CO., LTD.  Director, Pingtung Bus Transportation CO., LTD.  Director, South Taiwan Bus Transportation CO., LTD.
Director	Yu, Tse-Jen	Department of Agricultural Chemistry, National Pingtung University of Science and Technology	Professional experience:  General Manager, Sinon Corporation  Vice General Manager, Sinon Corporation Current position:  Director, Sinon Corporation
Director	Yang, Jen-Yo	Master of Business Administration Program, West Coast University (USA)	Professional experience:  Director, Sinon Corporation  Manager, Global Sales Division, Sinon Corporation Current position:  Director, Sinon Corporation  Manager, Global Sales Division, Sinon Corporation
Director	Yunsung Investment Ltd. Representative: Liu, Yun-Sung	Department of Agronomy, National Chiayi University	Professional experience:  Director, Sinon Corporation  Chief, Taiwan Crop Protection Division, Sinon Corporation Current position:  Director, Sinon Corporation  Chief, Taiwan Crop Protection Division, Sinon Corporation

Independent Director	Uang, Biing-Jiun	Yale Department of Chemistry, PhD, Yale University		Professional experience:  Independent Director, Sinon Corporation  Professor, Department of Chemistry, National Tsing Hua University Current position:  Independent Director, Sinon Corporation  Emeritus Professor, National Tsing Hua University
Independent Director	Huang, Shen-Yi	 Graduate Institute of management science, Tamkang University  Department of Accounting, College of Law and Business, National Chung Hsing University		Professional experience:  Partnership Account, CROWE(TW) CPAs  Independent Director and Member of Audit Committee and Remuneration Committee, Nien Made Enterprise, CO., LTD.  Member of Remuneration Committee, Shian Yih Electronic Industry CO., LTD. Current position:  Partnership Account, CROWE(TW) CPAs  Independent Director and Member of Audit Committee and Remuneration Committee, Nien Made Enterprise, CO., LTD.  Member of Remuneration Committee, Shian Yih Electronic Industry CO., LTD.  Member of Remuneration Committee, Sinon Corporation  Executive Director, Taichung CPA Association
Independent Director	Chen, Chiun Mang	 Master of Accounting, University of North Texas (USA)  Bachelor of Business Administration, National Taiwan University		Professional experience:  CPA, KPMG TAIWAN Current position:  CPA, Tsuan Jih Accounting Firm

Note: The reasons why the candidate who has already served as an independent director for three consecutive terms is nominated again for the independent directorship:

The candidate has not served as an independent director for three consecutive terms or more.

The List of Candidates for Directors (Independent Directors) has been approved by the 14[th] Meeting of the 15[th] Broad of Directors of the Company on May 6, 2020.

Appendix 10 SINON CORPORATION

Procedures for Election of Directors

Article 1 Elections of directors of the Company shall be conducted in accordance with these Procedures.
Article 2 The cumulative voting method shall be used for election of the directors at the Company. Each share will have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.
Article 3 The number of directors will be as specified in the Articles of Association of the Company, with voting rights separately calculated for director and independent director positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.
Article Elections of directors (including independent directors) of the Company shall be 3-1 conducted in accordance with the candidate nomination system and procedures set out in Article 192-1 of the Company Act. The shareholders shall elect the directors (including independent directors) from among the nominees listed in the roster of director candidates.

The Company shall, prior to the share transfer suspension date dedicated before the meeting date of a shareholders’ meeting, announce in a public notice, the period for accepting the nomination of director candidates (including independent directors), the quota of directors to be elected, the place designated for accepting the roster of director candidates nominated, and other necessary matters. The length of the period for accepting the nomination of director candidates shall not be shorter than ten days. The qualifications and elections for the independent directors of the Company shall comply with the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies”.

Any shareholder or the board of directors holding 1% or more of the total number of outstanding shares issued by the Company may submit to the company in writing a roster of director or independent director candidates, provided that the total number of candidates so nominated shall not exceed the quota of the directors and

independent directors to be elected; this restrictive condition shall also be applicable to the roster of director candidates nominated by the board of directors of the Company.

Other matters for compliance shall be compliant with the Company Act and relative regulation issued by the competent authority in charge of securities affairs.

Article 4

Article 5

Before the election begins, the chair shall appoint several of persons to perform the respective duties of vote monitoring and counting personnel.

The board of directors shall prepare separate ballots for directors in numbers corresponding to the directors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders meeting. The ballot boxes shall be prepared by the board of directors and publicly checked by the vote monitoring personnel before voting commences.

Article 6 If a candidate is a shareholder, a voter must enter the candidate's account name and shareholder account number in the "candidate" column of the ballot; for a non-shareholder, the voter shall enter the candidate's full name and identity card number. However, when the candidate is a governmental organization or juristic-person shareholder, the name of the governmental organization or juristic-person shareholder shall be entered in the column for the candidate's account name in the ballot paper, or both the name of the governmental organization or juristic-person shareholder and the name of its representative may be entered. When there are multiple representatives, the names of each respective representative shall be entered.

Article 7

A ballot is invalid under any of the following circumstances:

The ballot was not prepared pursuant to these Procedures.
A blank ballot is placed in the ballot box.
The writing is unclear and indecipherable.
The candidate whose name is entered in the ballot is a shareholder, but the candidate's account name and shareholder account number do not conform with those given in the shareholder register, or the candidate whose name is entered in the ballot is a non-shareholder, and a cross-check shows that the candidate's name and identity card number do not match.
Other words or marks are entered in addition to the candidate's account name or shareholder account number or identity card number and the number of voting rights allotted.
The name of the candidate entered in the ballot is identical to that of another

shareholder, but no shareholder account number or identity card number is provided in the ballot to identify such individual.

Two or more candidates are included in a single ballot.
Article 8 The voting rights shall be calculated on site immediately after the end of the poll, and the results of the election shall be announced by the chair on the site.
Article 9 The Company shall issue notifications to the persons elected as directors.
Article 10 Any other matters not set forth herein shall be dealt with in accordance with the Company Act and other applicable laws and regulations.
Article 11 These Procedures and any amendments hereto, shall be implemented after approval by a shareholders meeting.

Appendix 11 SINON CORPORATION

Rules of Procedures for Shareholders’ Meetings

Article 1 The rules of procedures for this Company's shareholders’ meetings shall be as provided in these Rules.
Article 2 Attending shareholders (or their proxies) shall attend shareholders’ meetings based on attendance cards, and hand in a sign-in card in lieu of signing in.
Article 3 Attendance and voting at a shareholders’ meeting shall be calculated based the number of shares.
Article 4 The venue for a shareholders’ meeting shall be the premises of this Company, or a place easily accessible to shareholders and suitable for a shareholders’ meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m.
Article 5 If a shareholders’ meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson. If the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson of the board shall appoint one director to act as chair, or, if there are no managing directors, one of the directors shall be appointed to act as chair. Where the chairperson does not make such a designation, the directors shall select from among themselves one person to serve as chair.

If a shareholders meeting is convened by a party with power to convene but other than the board of directors, the meeting shall be chaired by the convening party. Article 6 This Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting in a non-voting capacity. Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands.

Article 7 This Company shall make an uninterrupted audio and video recording of the proceedings of the shareholders' meeting. The recorded materials shall be retained for at least 1 year.

Article 8 The chair shall call the meeting to order at the appointed meeting time. However, when the attending shareholders (or their proxies) do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made. If the quorum is not met after two postponements and the

attending shareholders (or their proxies) still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act. When, prior to conclusion of the meeting, the attending shareholders (or their proxies) represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders’ meeting pursuant to Article 174 of the Company Act.

Article 9

If a shareholders’ meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders’ meeting.

The provisions of the preceding paragraph apply mutatis mutandis to a shareholders’ meeting convened by a party with the power to convene that is not the board of directors.

The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders’ meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting. After the meeting is adjourned, the shareholder shall not select another chair to continue the meeting in same place or other places.

Article 10 Before speaking, an attending shareholder (or their proxies) must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.

A shareholder (or a proxy) in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.

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

Article 11 Except with the consent of the chair, a shareholder (or a proxy) may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If

the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.

Article 12 When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.
When a juristic person shareholder appoints two or more representatives to attend a shareholders’ meeting, only one of the representatives so appointed may speak on the same proposal.
Article 13 After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
Article 14 During the meeting for explanation and discussion of proposals, when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed and call for a vote.
Article 15 Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of this Company. The results of the voting shall be announced on-site at the meeting and the records shall be made.
Article 16 When a meeting is in progress, the chair may announce a break based on time considerations.
Article 17 Except as otherwise provided in the Company Act and in the Articles of Association, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, if upon inquiry by the chair no shareholder voices an objection, the proposal is deemed as passed and having same effects with voting rights.
Article 18 When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected and no further voting shall be required.
Article 19 The chair may direct the proctors (or security personnel) to assist maintain order at the meeting place. When proctors (or security personnel) help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."
Article 20 Matters not regulated in this rules shall be governed by the Company Act and the Articles of Association.
Article 21 These Rules and any amendments hereto, shall be implemented after adoption by shareholders’ meetings.

Appendix 12 SINON CORPORATION

Shareholdings of directors

The minimum requirements of shareholding by directors and the number of shares and details recorded in shareholder lists

Books closed date: Apr. 25, 2020

		Books closed date: Apr. 25,2020
Title	Minimum requirement of shareholding	Shareholding registered in shareholder list
Director	16,000,000 Shares	50,175,367 Shares

Lists of shareholdings by directors and the details

Books closed date: Apr. 25, 2020

Title	Name	Registered shares in shareholder list
Chairman	Horng,Po-Yen	7,119,235
Vice Chairman	ChiaWen Investment Ltd. Representative: Liao, Lien-Heng	5,444,443
Director	Guo Wu, Zhun-Zhen	2,624,509
Director	Yu, Tse-Jen	98,288
Director	Yang, Jen-Yo	2,100,892
Director	YunSung Investment Ltd. Representative: Liu, Yun-Sung	32,788,000
Independent Director	Chi, Chih-Yi	0
Independent Director	Hsu, Jun-Ming	0
Independent Director	Uang, Biing-Jiun	0

AI assistant

SINON — AGM Information 2020

51895_rns_2020-07-06_b37da525-d0b4-4f50-b592-72a64545539c.pdf

Handbook for the 2020 Annual Shareholders’ Meeting (Translation)

Note ：

Table of Contents

SINON CORPORATION

2020 Annual Shareholders’ Meeting Agenda

I. Call the Meeting to Order

II. Chairman’s Address

III. Agenda

IV. Other discussion proposals and extempore motion

V. Adjournment

1. Matters reported

Report item 1

Subject: Report on the Company’s 2019 business operations.

Report item 2

Subject: Audit committee's review report in 2019 of the Company.

Report item 3

Subject: Report on allocation of remuneration to the employees and directors in 2019.

Report item 4

Subject: Report on the proposal of cash dividends of surplus earnings distribution for the Company in 2019.

Report item 5

Subject: Report on the amendment of “Ethical Corporate Management Best Practice Principles” of the Company.

2. Matters ratified

Proposal 1 (Proposed by: Board of Directors)

Subject: To ratify the Company’s 2019 business report and financial statements.

Proposal 2 (Proposed by: Board of Directors)

Subject: To ratify the proposal of surplus earnings distribution for the Company in 2019.

3. Matters discussed

Subject: Discuss the amendment of “Articles of Association” of the Company.

4. Election motions

Proposal: Election of the Board of Directors of the Company.

5. Other discussion proposals and extempore motion

6. Adjournment

Appendix 1

SINON CORPORATION

2019 Business Report

Appendix 2

SINON CORPORATION

Audit Committee's Review Report

Convener of Audit of Committee

Appendix 3

SINON CORPORATION

Ethical Corporate Management Best Practice Principles Comparison Table for the Amendments

Appendix 4 (Current Article)

SINON CORPORATION

Ethical Corporate Management Best Practice Principles

Article 27 (Implementation)

Appendix 5

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

Recognition of revenue

Impairment assessment of trade receivables

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

Auditors’ Responsibilities for the Audit of the Financial Statements

Notice to Readers

SINON CORPORATION

BALANCE SHEETS DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

SINON CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

SINON CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

SINON CORPORATION

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

SINON CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

SINON CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

Recognition of revenue

Impairment assessment of trade receivables

Other Matter

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

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

SINON AGM Information 2020

Note `：`