Stock symbol: 2496

Success Prime Corporation

2020 Annual Shareholders’ Meeting

Handbook

(Translation)

June 18, 2020

2F No. 11, Kezhong Road, Zhunan Town, Miaoli County, Science Park, Hsinchu, Taiwan

Success Prime Corporation 2020 Annual Shareholders’ Meeting Agenda

Call the Meeting to Order
Message from the Chairman
Reporting matters
Acknowledgements
Discussions
Elections
Other matters
Questions and Motions

9. Adjournment

Success Prime Corporation 2020 Annual Shareholders Meeting Agenda

I. Time: 2020. 06. 18 (Thursday) 9a.m.
II. Place: 2F, No. 11, Kezhong Road, Zhunan Town, Miaoli County

(The Company's meeting room)

III. Chairman Call Meeting to Order
IV. Message from the Chairman
V. Reporting matters
The Company’s 2019 Annual Business Report.
Audit Committee’s Review Report of 2020 Audited Financial Statements
Report on the 2019 Compensation Distribution of Employees and Directors.
VI. Acknowledgements
Proposal for the 2019 Business Report and Financial Statements.
Proposal for Distribution of 2019 Profits.

VII.Discussions

Capital increase by capital surplus proposal.
Capital surplus transfer to distribution of cash dividend proposal.

VIII. Elections: By-election of one Independent Director.

IX. Other matters: Lifting the restriction on non-competition clause for Independent Directors.
X. Questions and Motions
XI. Adjournment

Reporting Matters

�� The Company’s 2019 Annual Business Report.

Explanation: The 2019 Business Report is attached as pp. [��], Attachment 1.

�� Audit Committee’s Review Report of 2020 Audited Financial Statements.

Explanation: Audit Committee’s Review Report is attached as pp. [��], Attachment 2.

�� Report on the 2019 Compensation Distribution of Employees and Directors.

Explanation:

�� According to Article 12 of the Company’s Articles of Incorporation:
Employees compensation should be no less than 3%, Directors’ compensation should not exceed 5%.
�� In accordance with the Company’s 2019 Net Income of NT$ ��, the
compensation is distributed in cash with NT$ ��as employee compensation
�3%��and NT$ ��as Directors compensation��1.5%�.

Acknowledgements

1. (Proposed by the Board)

Proposal: Adoption of the 2019 Business Report and Financial Statements.

Explanation:

(1) The Company’s 2019 Business Report and Financial Statements have been approved by the Board and examined by the supervisors, the Financial Statements were audited by independent auditors, Chin-Chuan Shih and Shu-Lin Liu auditors of Deloitte, review reports were formulated.
(2) 2019 Business Report, Independent Auditors’ Report and Financial Statements are attached as follow pp. [8-9] Attachment 1, pp. [11-20] Attachment 3, and pp. [21-31] Attachment 4.

Resolution:

2. (Proposed by the Board)

Proposal: Adoption of the Proposal for Distribution of 2019 Profits.

Explanation:

(1) The 2019 Profit Distribution Table is attached as pp. [32], Attachment 5.
(2) Within 2019 net profit after tax, NT$ 17,260,400 is set aside as cash dividends to shareholders, according to Shareholders and their number of shares held in the shareholder list on the ex-dividend date, a cash dividend of NT$1 per share is proposed. (The distributable cash dividend is calculated in NT$, and figures are rounded up.) The total fractional amount of distribution under NT$1 is listed in Shareholders’ Equity.
(3) The board of directors is authorized to handle all relevant matters with regards to the base date and issue date of SPC’s cash dividend, subsequent changes in the number of outstanding shares, and the adjustment of the dividend yield.

Resolution:

Discussions

1. (Proposed by the Board)

Proposal: Capital increase by capital surplus proposal, please proceed to discuss.

Explanation:

(1) The Company intends to withdraw NT$17,260,400 (same as below) from the capital reserve to issue 1,726,040 new shares with a face value of NT$ 10 per share from the capital reserve premium that was transferred in the previous year.
(2) This case is distributed according to the proportion of shareholders and their shares held in the register of shareholders on the base date of the allotment. For every thousand shares, 100 shares of capital reserve are allotted free of charge, and less than one share is allocated. For patchwork, if the patchwork is not processed after the deadline or if there is still less than one share, the cash will be converted into denominations up to NT$1, excluding those below the NT$1.
(3) If the requirements set out in the Company need to be changed due to changes in the relevant laws and regulations by authorities, objective environmental impact or factual requirements, or because of changes in the number of shares outstanding and the shareholder ratio needs to be adjusted, the board of directors is authorized to adjust.
(4) The rights and obligations of the new shares issued through capital increase are the same as that of the original shares.
(5) The proposal was submitted to the shareholders' general meeting for approval and reported to authority for approval, the board of directors is authorized to set another base date for the allotment of shares.

Resolution:

2. (Proposed by the Board)

Proposal: Capital surplus transfer to distribution of cash dividend proposal, please proceed to discuss.

Explanation:

(1) The company intends to withdraw NT $ 8,630,200 from the capital surplus of shares issued at a premium over the par value in the previous year. The cash dividend of NT$0.5 will be distributed and will be rounded down to the next NT$1 (yuan). The fractional remainder amount will be included in other income of the company.
(2) The board of directors is authorized to handle the base date and issue date of the cash dividend distribution of the capital reserve, and subsequent purchase of the company's shares or other reasons etc., which affects the number of shares outstanding, the dividend yield changes, and other relevant matters.

Resolution:

Elections

(Proposed by the Board)

Proposal: By-election of one Independent Director.

Explanation:

(1) In accordance with Article 11 of the Company’s Articles of Incorporation, the Company shall have 5 to 9 directors, of whom the number of independent directors shall not be less than 3 and shall not be less than one fifth of the number of directors.
(2) The Independent Director of the Company, Zhuang-Mei Chen, resigned as an independent director on 27 February 2020, and proposed to re-elect an independent director in accordance with Article 192 and Article 11 of the Company’s Articles of Incorporation, and the new independent director shall be appointed upon by-election to fill the position of the previous independent director, from June 18 2020 to May 1 2022, same term as the current term of Board of Directors.
(3) The list of candidates of independent director is as follows:

Candidates Category	Name	Gender	Academic Experience and Current Occupations	Number of held shares
Independent Director	Wu Ying-De	��	Degree: J.D., J.D., Washington University in St. Louis, USA LL.M., Washington University in St. Louis, USA LL.M. in Intellectual Property Law, Case Western Reserve University, USA Bachelor of Law, Chinese Culture University Serving: Professor and Director of Financial Law, Faculty of Law, China Cultural University Adjunct Professor, Faculty of Law, National Taipei University Adjunct Professor, Faculty of Law, National Taipei University of Business Special Advisor, Brain Trust International Law Firm Arbitrator, Chinese Arbitration Association, Taipei Financial Arbitrator, Chinese Arbitration Association, Taipei Experience: Drafter-Grader, Examination Yuan of R.O.C. Deputy Editor-in-Chief, Journal of Business Law and Finance Editor, Hwa Kang Law Review Member, Taiwan Institute of Financial Law Member, Society of International Law of the Republic of China Member, World Society of International Law Lecturer, Taipei Municipal Public Service Training Office Visiting Scholar, Research Center of Humanities and Social Sciences Visiting Scholar, Research Institute for the Humanities and Social Sciences, Ministry of Science and Technology Visiting Scholar, Academia Sinica Visiting Scholar, University of ChicagoLaw School Legal Researcher, Science and Technology LawInstitute Summer Internship, Baker & Hostetler Law Firm, USA	0 shares

Election Result:

Other matters

1. (Proposed by the Board)

Proposal: Lifting the restriction on non-competition clause for Independent Directors.

Explanation:

(1) According to Article 209 of Corporate Law, important information regarding Directors’ actions associated with the Company’s business operations for either personal or others use should be explained and approved during the Shareholders Meeting.
(2) To meet actual business needs and under no conflict of interest, the Company’s new elected Directors and Representatives, that have investment or business operations in other similar industry Companies, shall legally propose the agreement of lifting the restriction on non-competition clause for Independent Directors to Shareholders Meeting.
(3) The Independent Director candidate list and occupation details as below:

Title	Name	Currently serving as a member of another company
Independent Director Candidate	Wu Ying-De	Professor and Director of Financial Law, Faculty of Law, China Cultural University Adjunct Professor, Faculty of Law, National Taipei University Adjunct Professor, Faculty of Law, National Taipei University of Business Special Advisor, Brain Trust International Law Firm Arbitrator, Chinese Arbitration Association, Taipei Financial Arbitrator,Chinese Arbitration Association,Taipei

Resolution:

Questions and Motions

Adjournment

(Attachment 1)

Success Prime Corporation 2019 Annual Business Report

I. 2019 Business Result

The company mainly produces and sells various types of optical fiber cables, optical fiber communication components, optical communication systems, optical sensing component systems, as well as education services and consulting management services for major subjects in elementary schools, middle schools, and high schools. In terms of financial performance, thr 2019 consolidated operating revenue is NT $ 881,610 thousands, a decrease of 3.92% compared to the 2018 consolidated operating revenue NT$ 917,579 thousands; 2019 Comprehensive Income is 76,118 thousands, in comparison to 2018 Comprehensive Income NT$ 124,866 thousands, which reduced by 39.04%, mainly due to the continued impact of declining birthrates.

II. 2020 Business Prospects

The Company 2020 Business Plan Strategy is as follows:

(1) Optical Fiber Enterprise

To meet customer growth needs, production equipment is gradually updated in order to increase production output and follow the pace of customer growth to create higher revenues and profits.
Develop new markets and actively drive sales growth
Continue to actively expand revenue and profit growth, by expanding to customer of different application fields and participate in the domestic Chunghwa Telecom case and other optical fiber/cable bidding projects.

(2) Education Enterprise

Establish the K12 Integrated Education platform in accordance to 2020 Education Curriculum and STEM trend, to expand Business Projects.
Not only to continuously promote "Chen Li Education’s" high school curriculum tutorials, but also fully drive the educational sales for Middle school and Elementary

STEM education. The Elementary curriculum is designed based on academic disciplines, integrated with STEMath thinking, programming design, hands-on practice, and other literacy learning. Through working with Children English Academy and regional tutorial schools, gradually expand operating locations, driving overall business growth.

Explore the possibilities of vertical integration with same-industry firms and cross-industry collaborations, so that the product and service can drive more revenues and profits.

2. Marketing of Digital Products and Courses for China and Taiwan

Beyond Xiamen’s 5 teaching centers, the new digital elementary Math products, test system and teacher training programs are planning to be implemented in China through many other education channels. By leveraging Chen Li Education’s core competencies of solid mathematical content, the Management plans to expand rapidly by replicating the business model in different regions, generating higher revenue for the Corporation.

3. Deepening the Operation Management of Enterprise

The introduction and development of outstanding talents who identify with Chen Li Education’s objectives, through their participation in process of decision-making and leading the future direction, they can help with the management and operations of the enterprise, manage post-investment procedures after the M&A process, for enterprise to create another growth momentum.

In the future, we will continue to optimize the production capacity of optical fiber enterprise and the explore new markets; in addition to enhancing the brand share in education industry, increase cooperation with the same-industry and cross-industry firms, and strive to create more profits for shareholders, generating better operating results to return the years of support from all shareholders.

(Attachment 2)

Success Prime Corporation Audit Committee’s Review Report

The Board of Directors has prepared the Company's 2019 Business Report, Consolidated and Subsidiary Financial Statements, and distribution of earnings proposal. The CPA firm of Deloitte & Touche was retained to audit SPC's Financial Statements and has issued an audit report relating to the Financial Statements. The Business Report, Financial Statements, and earnings allocation proposal have been reviewed and determined to be correct and accurate by the Audit Committee members of Success Prime Corporation. According to relevant requirements of the Securities and Exchange Act (Article 14-4) and the Corporate Law (Article 219), we hereby submit this report.

To SPC 2020 Shareholders' Meeting

2020 Audit Committee of Success Prime Corporation March, 24, 2020

(Attachment 3)

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Success Prime Corporation

Opinion

We have audited the accompanying financial statements of Success Prime Corporation and its subsidiaries (SPC), 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.

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 judgement, 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.

Key audit matters of 2019 Success Prime Corporation consolidated financial statements are described as follow:

Revenue Recognition of Education Services

Success Prime Corporation’s main source of business revenue is from education service, note on its revenue recognition policy please refer to the Consolidated Financial Report Attachment 4(15). The revenue recognition of the Success Prime Corp. Education Service, collect student prepaid full tuition payment, then calculated and recognized as revenue according to the actual teaching timeline of the course. Due to the wide range of education service revenue from various courses offered, and the large volume of transactions, the auditors

believe that the correctness of the revenue calculation from education services may possess potential risks and therefore list it as a key audit matter.

The audit procedure by the Auditors is as follows:
Understand and test the effectiveness of the design and implementation of the main internal control system for the calculation process of education service revenue.
Verify the authenticity of the information related to the Education Service Revenue statement used by the Success Prime Corp., including random spot check on the collection of student tuition matches the prepaid account amount, and check on the consistency between the teaching time periods used for revenue amortization and actual class syllabus schedule.
Test the validity of the calculation formulas of the tuition distribution calculation and re-verify the correctness of the calculation spreadsheet.

Assessment of Goodwill and Trademark Impairment

The Goodwill and Trademark rights of the Success Prime Corp. are considered as significant assets, displaying high value amount in the consolidated balance sheet. In accordance with the IFRS Article 36 regulation on "impairment of assets", Success Prime Corp. shall conduct annual impairment testing of Goodwill and Trademark rights, as well as measure the recoverable amount of Goodwill and Trademark rights. When the Management is deciding future operating cash flows, the consideration will base on future business outlook of the projected sales growth rate and profit margin, and calculate the weighted average capital cost rate as the discount rate. As these estimations and judgments of assumptions and management subjective views might be affected by high uncertainty of future markets or economic conditions, they are classified as key audit matters. The disclosure of relevant accounting policies and information of Goodwill and Trademark rights, please refer to the Consolidated Financial Statements Attachment 4(10), 5(2), and 14.

The main verification procedures by the accountant for Management impairment assessment of Goodwill and Trademark rights as follows:

Assess the professional qualifications, suitability and independence of external independent evaluation experts entrusted by Management to assist the impairment tests implementation, identifying items that imposes no effect on their objectivity and no limit on the scope of their work, and that the methods used by the evaluators use are in compliance with regulations.
Understand the process and basis of revenue growth rate and profit margin projected by Management to estimate future operational outlook, and whether it takes into account the recent operation results, historical trends and industry profile.
Evaluate the recoverable amount calculated by the management base on the value of use model, the weighted average cost rate used, including the assumptions of risk-free compensation interest rate, volatility and overpayment risk, and whether it is consistent with Company’s current status and its industry conditions, then re-execute and verify the calculations.

Other Matters

Success Prime Corp. has prepared 2019 and 2018 parent company only financial statements and an Audit Report has been issued by the Auditors, for reference.

Responsibility of Management and Governance Units over the Consolidated Financial Statements

The responsibility of the Management is to formulate the Consolidated Financial Statements in accordance to the financial reports preparation guidelines by securities issuer and be approved by the Financial Supervisory Commission; to release Consolidated Financial Statements that is prepared through effective international Financial Reporting Standards, International accounting standards, and permissible interpretation notices; to maintain the necessary internal controls relating to the preparation of Consolidated Financial Statements, ensuring that the Consolidated Financial Statements do not contain significant false representations of fraud or error.

In preparing the Consolidated Financial Statements, the responsibilities of the management also include assessing the ability of the Success Prime Corp. to sustain its operations, the disclosure of related matters, and the adoption of the accounting basis for sustainable operations, unless the Management intends to liquidate Success Prime Corp. or terminate business, or other options that are not practical besides than liquidation or closure. The governance unit of the Success Prime Corp. (the Audit Committee included) has the responsibility to supervise financial reporting procedures.

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 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 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 Company 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 appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 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 ChinChuan Shih and Shu-Lin Liu.

Deloitte & Touche Taipei, Taiwan Republic of China March 24, 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.

Success Prime Corporation and Subsidiaries CONSOLIDATED BALANCE SHEETS

(In Thousands of New Taiwan Dollars)

ASSETS Current assets Cash and cash equivalents Financial assets at amortized cost Notes receivables Accounts receivables Other receivables Current income tax assets Inventories Other current assets Total current assets Non-current assets Financial assets measured at fair value through other comprehensive income Financial assets at amortized cost Property, plant and equipment Right-of-use assets Trademarks Goodwill Other intangible assets Deferred income tax assets Cash surrender value of term life insurance Defined benefit assets Other non-current assets Total non-current assets Total assets LIABILITIES AND EQUITY Current liabilities Short-term borrowings Unearned tuition receipts Notes payable Accounts payable Other payables Current income tax liabilities Lease liabilities-current Current portion of long-term loans payable Other current liabilities Total current liabilities Non-current liabilities Long-term debt payable Provisions Deferred income tax liabilities Lease liabilities- Non-current Total non-current liabilities Total liabilities Equity attributable to shareholders of the company Ordinary shares Capital surplus Retained earnings Legal Reserve Special Reserve Unappropriated retained earnings Total retained earnings Other equity interest Treasury shares Total equity attributable to owners of the Company Non-controlling interests Total Equity Total liabilities and equity	December 31, 2019 Amount ％ $185,533 13 10,046 546 57,840 1,387 1 - 4 - 6,432 - 21,316 1 8,697 1 291,797 20 4,500 - 4,860 - 309,114 21 222,391 15 404,144 27 81,419 5 12,297 1 38,365 3 83,663 6 6,662 - 29,291 2 1,196,706 80 $1,488,503 100 $80,000 253,119 5 17 - 24,211 - 2 72,844 5 9,758 1 67,702 2,430 5 - 3,033 - 513,097 35 21,870 1,700 3,710 1 - - 156,580 11 183,860 12 696,957 47 174,594 12 367,081 25 26,354 2 1,611 - 240,544 16 268,509 18 (2,600) - (21,956) (2) 785,628 53 5,918 - 791,546 53 $1,488,503 100	December 31, 2019 Amount ％ $185,533 13 10,046 546 57,840 1,387 1 - 4 - 6,432 - 21,316 1 8,697 1 291,797 20 4,500 - 4,860 - 309,114 21 222,391 15 404,144 27 81,419 5 12,297 1 38,365 3 83,663 6 6,662 - 29,291 2 1,196,706 80 $1,488,503 100 $80,000 253,119 5 17 - 24,211 - 2 72,844 5 9,758 1 67,702 2,430 5 - 3,033 - 513,097 35 21,870 1,700 3,710 1 - - 156,580 11 183,860 12 696,957 47 174,594 12 367,081 25 26,354 2 1,611 - 240,544 16 268,509 18 (2,600) - (21,956) (2) 785,628 53 5,918 - 791,546 53 $1,488,503 100	December 31, 2018	December 31, 2018
				Amount ％
				$210,011 16 4,561 457 72,575 193 - - 6 - 6,435 1 58,039 4 10,990 1 363,261 28 - - 4,420 - 304,248 23 - - 404,144 31 81,419 6 2,988 - 38,015 3 83,555 6 7,561 1 23,716 2 950,066 72 $1,313,327 100 $135,000 258,899 10 20 527 29,818 - 2 77,137 6 13,087 1 - - - - 6,313 1 520,771 40 - 1,700 4,044 - - - - - 5,744 - 526,515 40 174,594 13 367,081 28 13,868 1 772 - 247,576 19 262,216 20 (1,611) - (21,956) (2) 780,324 59 6,488 1 786,812 60 $1,313,327 100

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

Success Prime Corporation and Subsidiaries

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In Thousands of New Taiwan Dollars)

Operating revenue
Sales Revenue
Service Revenue
Total operating revenue
Operating costs
Cost of sales
Cost of services
Total operating costs
Gross profit
Operating expenses
Marketing
General and administrative
Research and development
Total operating expenses
Income from operations
Non-operating income and expenses
Other income
Other gains and losses
Finance costs
Total non-operating income and expenses
Income before income tax
Income tax expense
Net income for the year

2019
2018
Amount
％
Amount
％
$235,366
27
$218,361
24
646,244
73
699,218
76
881,610
100
917,579
100
153,888
17
140,467
15
332,750
38
346,537
38
486,638
55
487,004
53
394,972
45
430,575
47
72,329
8
79,673
9
209,408
24
224,393
24
27,687
3
14,699
2
309,424
35
318,765
35
85,548
10
111,810
12
9,003
1
8,697
1
(1,131)
-
2,122
-
(6,434)
(1)
(1,550)
-
1,438
-
9,269
1
86,986
10
121,079
13
(10,009)
(1)
5,375
1
76,977
9
126,454
14
(continued)

Other Comprehensive Income (loss) Items that will not be reclassified subsequently to profit or loss: Remeasurements of defined benefit plans 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 translation of foreign financial statements Income tax benefit relating to items that may be reclassified subsequently to profit or loss Other comprehensive income (loss), net of income tax Total comprehensive income for the year Net income (loss) attributable to: Shareholders of the parent Non-controlling interests Total comprehensive income (loss) attributable to: Shareholders of the parent Non-controlling interests Earnings per share Basic Diluted		2019	2018 Amount ％ ($25) - 128 - (153) - (650) - (189) - (839) - (992) - $125,462 14 $124,866 14 1,558 - $126,454 14 $123,874 14 1,588 - $125,462 14 $7.18 $7.16
		Amount %
		($985) - (202) - (783) - (989) - - - (989) - (1,772) - $75,205 9 $76,118 9 859 - $76,977 9 $74,346 9 859 - $75,205 9 $4.41 $4.40

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

Success Prime 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 Stockholders of the Parent

Balance at January 1, 2018 Appropriation of 2017 earnings Legal Reserve Special Reserve Capital surplus transferred to common stock Cash dividends distributed by the Company- NT$ 6.50 per share Issuance of ordinary shares under employee stock options Increase in non-controlling interest Net income (loss) of 2018 Other comprehensive income (loss) after tax of 2018 Total comprehensive income (loss) of 2018 Buy-back of treasury stock Balance at December 31, 2018 Appropriation of 2018 earnings Legal Reserve Special Reserve Cash dividends distributed by the Company - $4.00 per share Decrease in non-controlling interests-cash dividends issued to non-controlling shareholders by subsidiary Net income (loss) of 2019 Other comprehensive income (loss) after tax of 2019 Total comprehensive income (loss) of 2019 Balance at December 31, 2019		Share Capital Shares (Thousands) Amount 16,548 $165,480 - - - - 831 8,314 - - 80 800 - - - - - - - - - - 17,459 174,594 - - - - - - - - - - - - $17,459 $174,594	Share Capital Shares (Thousands) Amount 16,548 $165,480 - - - - 831 8,314 - - 80 800 - - - - - - - - - - 17,459 174,594 - - - - - - - - - - - - $17,459 $174,594	Capital Surplus $479,549 - - (8,314) (108,082) 3,928 - - - - - 367,081 - - - - - - $367,081			Retained Earnings	Retained Earnings	Total
		Shares (Thousands) 16,548 - - 831 - 80 - - - - - 17,459 - - - - - - $17,459				Legal Reserve $130 13,738 - - - - - - - - 13,868 12,486 - - - - - $26,354	Special Reserve $- - 772 - - - - - - - 772 - 839 - - - - $1,611	Unappropriated Earnings $137,373 (13,738) (772) - - - 124,866 (153) 124,713 - 247,576 (12,486) (839) (69,042) - 76,118 (783) 75,335 $240,544
		$	$			$	$

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

Success Prime Corporation and Subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands of New Taiwan Dollars)

Cash flows from operating activities Income before income tax Adjustments to reconcile profit (loss) Depreciation expense Amortization expense Finance costs Increases in cash surrender value of term life insurance Interest income Loss on disposal of property, plant and equipment Inventory valuation losses Net loss (gain) on foreign exchange Gains from bargain purchases Changes in operating assets and liabilities: Notes receivables Account receivables Other receivables Inventories Other current assets Defined benefit assets Notes payable Accounts payable Other payable Unearned tuition receipts Other current liabilities Cash generated from operations Interest received Interest paid Income tax paid Net cash generated by operating activities Cash flows from investing activities Acquisition of financial assets at amortized cost Proceeds from disposal of financial assets at amortized cost Acquisition of financial assets at fair value through other comprehensive income		2019		2018 $121,079 18,207 1,109 1,550 (4,829) (992) 1 2,934 (760) - 812 (43,398) 1,436 (32,367) 22,985 (94) (1,639) (503) 18,479 (26,491) (18,789) 58,730 959 (1,550) (11,765) 46,374 ($9,211) 9,211 -
		$86,986 90,166 1,536 6,434 (108) (724) 143 17,027 2,467 (727) (89) 15,318 (1,161) 20,258 1,994 (86) (527) (6,317) (5,247) (5,770) (3,761) 217,812 691 (6,434) (13,817) 198,252 (6,095) - (4,500)

Acquisition of net cash outflow from subsidiaries Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in refundable deposits Decrease in refundable deposits Purchase of intangible assets Payment of life insurance costs Cash inflow on the termination of life insurance Net cash used in investing activities Cash flows from financing activities Increase in short-term loans Decrease in short-term loans Long-term debt Payments of lease liabilities Issuance of cash dividends Employee execution on stock options Payments for buy-back of treasury shares Changes in non-controlling interests Net cash used in financing activities Effect of exchange rate changes on cash and cash equivalents NET increase (decrease) in cash and cash equivalents Cash and cash equivalents, beginning of year Cash and cash equivalents, end of year	2019 ($9,410) (30,968) 3 (5,194) 4,208 (903) - - (52,859) 384,300 (439,300) 24,300 (66,780) (69,042) - - (1,429) (167,951) (1,920) (24,478) 210,011 $185,533	2018
		- - (49,675) 36 (7,298) 3,980 (2,677) (4,092) 4,092 (55,634) 629,500 (559,500) - - (108,082) 4,728 (21,956) 4,900 (50,410) 698 (58,972) 268,983 $210,011

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

(Attachment 4)

Independent Auditors’ Report

The Board of Directors and Shareholders Success Prime Corporation

Opinion

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

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

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements for the year ended December 31, 2019. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matters for the Company’s parent company only financial statements for the year ended December 31, 2019 are stated as follows:

Evaluation of investment impairment using equity law

The management shall, on each balance sheet date, assess whether there are any signs of derogation from the investment when using the equity law. Since the assessment takes into account SPC Management’s subjective estimation the discount rate for its future cash flow forecast, and it has been identified as a key audit matter. For disclosure of relevant accounting policies and information, please refer to attachments 4, 5, 11 of parent company only financial statements.

Our key audit procedures performed in respect of the above area included the following:
1. Obtain an assessment form of asset impairment by the management;
Evaluate the validity of the management identification of the signs of impairment and the assumptions and sensitivities used, including the basis and the appropriateness of the evaluation model, revenue growth rate, profit margin and discount rate.

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

Management is responsible for the preparation and fair presentation of the parent company only 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 parent company only financial statements that are free from material misstatement, whether due to fraud or error.

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

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

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

Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an 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 parent company only financial statements.

Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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 parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the 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 parent company only 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 ChinChuan Shih and Shu-Lin Liu.

Deloitte & Touche Taipei, Taiwan Republic of China March 24, 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.

Success Prime Corporation PARENT COMPANY ONLY BALANCE SHEETS

(In Thousands of New Taiwan Dollars)

ASSETS Current assets Cash and cash equivalents Financial assets measured at amortized cost Accounts receivables Accounts receivables-related parties Current income tax assets Inventories Other current assets Total current assets Non-current assets Financial assets measured at fair value through other comprehensive income Investments accounted for using equity method Property, plant and equipment Right-of-use assets Net investment property Computer software Deferred income tax assets Defined benefit assets Other non-current assets Total non-current assets Total assets LIABILITIES AND EQUITY Current liabilities Short-term borrowings Notes payable Accounts payable Other payables Other payables-related parties Current income tax liabilities Lease liabilities-current Current portion of long-term loans payable Other current liabilities Total current liabilities Non-current liabilities Long-term debt payable Deferred income tax liabilities Lease liabilities-non current Guarantee deposits received Total non-current liabilities Total liabilities Equity Ordinary Shares Capital surplus Retained earnings Legal Reserve Special Reserve Unappropriated retained earnings Total retained earnings Other equity interest Treasury shares Total equity Total liabilities and equity	December 31, 2019 Amount % $70,098 7 5,655 42,492 1 4 19,747 2 10 - 20,871 2 3,179 - 162,052 16 4,500 - 6,051 - 32,631 3 694 - 36,364 4 7,561 1 9,464 1 753,185 75 $998,658 100 $80,000 - 8 - 19,732 2 40,543 56 4 - 2,104 10,372 2,430 - 1 - 1,696 - 156,933 15 21,870 1,478 2 - 74,945 200 8 - 98,493 10 255,426 25 174,594 17 367,081 26,354 35 3 1,611 - 240,544 23 268,509 26 (2,600) (1) (21,956) (2) 785,628 75 $1,041,054 100	December 31, 2019 Amount % $70,098 7 5,655 42,492 1 4 19,747 2 10 - 20,871 2 3,179 - 162,052 16 4,500 - 6,051 - 32,631 3 694 - 36,364 4 7,561 1 9,464 1 753,185 75 $998,658 100 $80,000 - 8 - 19,732 2 40,543 56 4 - 2,104 10,372 2,430 - 1 - 1,696 - 156,933 15 21,870 1,478 2 - 74,945 200 8 - 98,493 10 255,426 25 174,594 17 367,081 26,354 35 3 1,611 - 240,544 23 268,509 26 (2,600) (1) (21,956) (2) 785,628 75 $1,041,054 100	December 31, 2019 Amount % $70,098 7 5,655 42,492 1 4 19,747 2 10 - 20,871 2 3,179 - 162,052 16 4,500 - 6,051 - 32,631 3 694 - 36,364 4 7,561 1 9,464 1 753,185 75 $998,658 100 $80,000 - 8 - 19,732 2 40,543 56 4 - 2,104 10,372 2,430 - 1 - 1,696 - 156,933 15 21,870 1,478 2 - 74,945 200 8 - 98,493 10 255,426 25 174,594 17 367,081 26,354 35 3 1,611 - 240,544 23 268,509 26 (2,600) (1) (21,956) (2) 785,628 75 $1,041,054 100	December 31, 2018	December 31, 2018
					Amount % $60,324 6 - 61,808 - 6 61,437 6 12 - 58,039 6 3,853 1 245,473 25 717,634 79 3,546 - - - 30 - 16,916 2 7,492 1 1,257 - 746,875 82 $914,120 100 $135,000 22 14 - 26,541 3 37,787 - 4 - 12,277 - - 1 - - 4,695 - 216,322 22 - 1,812 - - - 200 - - 2,012 - 218,334 22 174,594 17 367,081 13,868 37 1 772 - 247,576 25 262,216 26 (1,611) - (21,956) (2) 780,324 78 $998,658 100

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

Success Prime Corporation

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Operating revenue Sales revenue Service revenue Total operating revenue Operating costs Cost of sales Cost of services Total operating costs Gross profit Operating expenses Marketing General and administrative Research and development Total operating expenses Net income from operations Non-operating income and expenses Other income Other gains and losses Finance costs Share of profit or loss of subsidiaries Total non-operating income and expenses		2019	2018
		Amount %	Amount %
		$235,066 52 219,205 48 454,271 100 153,713 34 173,490 38 327,203 72 127,068 28 17,143 4 34,188 8 27,695 6 79,026 18 48,042 10 7,243 2 (48) - (3,474) 26,796 (1) 6 30,517 7	$218,361 47 246,079 53 464,440 100 142,653 31 139,433 30 282,086 61 182,354 39 17,441 4 35,265 8 14,867 3 67,573 15 114,781 24 6,143 1 2,167 1 (1,610) ( 3,357) - (1) 3,343 1

(Continued)

2019	2019	2018
Amount %		Amount %
$	78,559 17 118,124 25 (2,441) - 6,742 2 76,118 17 124,866 27 (985) - (25) - (202) - (128) - (783) - (153) - (989) - (989) (1) - (1) (650) (189) (839) - - - (1,772) (1) (992) - 74,346 16 $123,874 27 $4.41 $7.18 $4.40 $7.16

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

Success Prime Corporation and Subsidiaries PARENT COMPANY ONLY 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 Appropriation of 2017 earnings Legal Reserve Special Reserve Capital surplus transferred to common stock Cash dividends distributed by the Company- NT$ 6.50 per share Issuance of ordinary shares under employee stock options Net income (loss) of 2018 Other comprehensive income (loss) after tax of 2018 Total comprehensive income (loss) of 2018 Buy-back of treasury stock Balance at December 31, 2018 Appropriation of 2018 earnings Legal Reserve Special Reserve Cash dividends distributed by the Company - $4.00 per share Net income (loss) of 2019 Other comprehensive income (loss) after tax of 2019 Total comprehensive income (loss) of 2019 Balance at December 31, 2019		Share	Capital Amount $165,480 - - 8,314 - 800 - - - - 174,594 - - - - - $174,594	Capital Surplus $479,549 - - 8,314 (108,082) 3,928 - - - - 367,081 - - - - - $367,081			Retained Earnings	Retained Earnings	Total
		Shares (Thousands) 16,548 - - 831 - 80 - - - - 17,459 - - - - - $17,459				Legal Reserve $130 13,738 - - - - - - - - 13,868 12,486 - - - - $26,354	Special Reserve $- - 772 - - - - - - - 772 - 839 - - - $1,611	Unappropriated Earnings $137,373 (13,738) (772) - - - 124,866 (153) 124,713 - 247,576 (12,486) (839) (69,042) 76,118 (783) 75,335 $240,544
		$	$			$	$

The accompanying notes are an integral part of the consolidated financial statement

Success Prime Corporation PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Cash flows from operating activities Income before income tax Adjustments to reconcile profit (loss) Depreciation expense Amortization expense Finance costs Interest income Share of (profit) loss of subsidiaries accounted for using equity method Loss (gain) on disposal of property, plan and equipment Net loss (gain) on foreign exchange Inventory valuation losses gains Gains from bargain purchases Changes in operating assets and liabilities: Notes receivables Accounts receivables Accounts receivable-related parties Inventories Other current assets Net defined benefit assets Notes payable Accounts payable Other payables Other payables-related parties Other current liabilities Cash generated from operations Interest received Interest paid Income taxes paid (refund) Net cash flows generated by operating activities Cash flows from investing activities Acquisition of financial assets at fair value through other comprehensive income Acquisition of financial assets at amortized cost Investments accounted for using Equity Method	2019 $78,559 14,291 194 3,474 (168) (26,796) 4 3,178 17,027 (727) - 40,744 19,747 20,141 (154) (86) (22) (6,873) 1,619 56 (3,027) 161,181 168 (3,474) (12,283) 145,592 (4,500) (5,655) (9,900)	2018 $118,124 2,122 336 1,610 (147) 3,357 - (723) 2,934 - 434 (32,818) (61,437) (32,367) 26,296 (94) (37) 18,501 3,575 - (18,465) 31,201 147 (1,610) 4 29,742 - - (5,100)

Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in refundable deposits Decrease in refundable deposits Purchases of intangible assets Acquisition of investment property Dividends received from subsidiaries Net cash flows generated by investing activities Cash flows from financing activities Increase in short-term loans Decrease in short-term loans Long-term debt Increase in deposits received Payments of lease liabilities Issuance of cash dividends Employee execution on stock options Payments for buy-back of treasury shares Net cash flows generated by financing activities Effect of exchange rate changes on cash and cash equivalents Net increase (decrease) in cash and cash equivalents Cash and cash equivalents, beginning of year Cash and cash equivalents, end of year	2019 2018 (4,682) 3 (4,800) 4,563 - (10,690) - (5,469) 1,708 (1,000) - (32,710) 1,488 58,118 (23,483) 4,857 304,300 629,500 (359,300) 24,300 (559,500) - - (10,194) 200 - (69,042) (108,082) - 4,728 - (21,956) (109,936) (55,110) ( 2,399) 826 9,774 (19,685) 60,324 80,009 $ 70,098 $ 60,324
	(

Acquisition of property, plant and
equipment
Proceeds from disposal of property, plant
and equipment
Increase in refundable deposits
Decrease in refundable deposits
Purchases of intangible assets
Acquisition of investment property
Dividends received from subsidiaries
Net cash flows generated by investing
activities
Cash flows from financing activities
Increase in short-term loans
Decrease in short-term loans
Long-term debt
Increase in deposits received
Payments of lease liabilities
Issuance of cash dividends
Employee execution on stock options
Payments for buy-back of treasury shares
Net cash flows generated by financing
activities
Effect of exchange rate changes on cash and
cash equivalents
Net increase (decrease) in cash and cash
equivalents
Cash and cash equivalents, beginning of
year
Cash and cash equivalents, end of year

2019
2018
(4,682)
3
(4,800)
4,563
-
(10,690)
-
(5,469)
1,708
(1,000)
-
(32,710)
1,488
58,118
(23,483)
4,857
304,300
629,500
(359,300)
24,300
(559,500)
-
-
(10,194)
200
-
(69,042)
(108,082)
-
4,728
-
(21,956)
(109,936)
(55,110)
( 2,399)
826
9,774
(19,685)
60,324
80,009
$ 70,098
$ 60,324

(

(Attachment 5)

Success Prime Corporation Distribution of Earnings December 31, 2019

Unit: NT$

		Unit: NT$
Items		Amount
Unappropriated retained earnings- beginningofyear		165,209,326
Remeasurement of defined benefit obligation		(782,688)
Adjustment of unappropriated retained earnings- end ofyear		164,426,638
Add: 2019 Netprofit after tax		76,117,805
Less: 10% Legal Reserve		(7,611,781)
Less: Special Reserve		(988,933)
Retained Earnings Available for Distribution		231,943,729
Distribution Item:
Cash Dividends(NT$ 1)		(17,260,400)
Unappropriated Retained Earnings		214,683,329

Shares Issued Treasury Shares Outstanding Shares		17,459,400 (199,000)
		17,260,400

(Appendix 1)

ARTICLES OF INCORPORATION OF

SUCCESS PRIME COROPORATIONS

– Section I General Provisions

Article 1

The Company is incorporated as a Corporation by shares in accordance with the Republic of China’s Company Act and shall have the Chinese name � �� , and English name as Success Prime Corporation (referred to as SPC).

Article 2

The scope of Corporation Business shall be as follows: CB01010 Machinery and Equipment Manufacturing CC01020 Electric Wires and Cables Manufacturing

E701040 Basic Telecommunications Equipment Construction

I301010 Software Design Services

I301030 Digital Information Supply Services

CC01010 Electric Power Supply, Electric Transmission and Power Distribution Machinery Manufacturing

CC01030 Electric Appliance and Audiovisual Electric Products Manufacturing

CC01040 Lighting Facilities Manufacturing

CC01060 Wired Communication Equipment and Apparatus Manufacturing

CC01070 Telecommunication Equipment and Apparatus Manufacturing

CC01080 Electronic Parts and Components Manufacturing

CC01101 Restrained Telecom Radio Frequency Equipment and Materials Manufacturing CC01110 Computers and Computing Peripheral Equipment Manufacturing

CD01020 Tramway Cars Manufacturing

CD01990 Other Transport Equipment and Parts Manufacturing

CE01010 Precision Instruments Manufacturing

E599010 Pipelines Construction

E601010 Electric Appliance Construction

E601020 Electric Appliance Installation

E603010 Cables Construction

E603050 Cybernation Equipment Construction

E603080 Traffic Signals Construction

E603090 Illumination Equipment Construction

E605010 Computing Equipment Installation Construction

E701010 Telecommunications Construction

E701020 Channel KU and C of Satellite TV Equipment and Materials Construction E701030 Restrained Telecom Radio Frequency Equipment and Materials Construction EZ06010 Traffic Labels Construction

EZ99990 Other Construction

F113020 Wholesale of Household Appliance

F113070 Wholesale of Telecom Instruments

F113090 Wholesale of Traffic Signal Equipment and Materials

F114080 Wholesale of Tramway Cars and Parts

F114990 Wholesale of Other Transport Equipment and Parts

F116010 Wholesale of Photographic Equipment

F119010 Wholesale of Electronic Materials

F401021 Restrained Telecom Radio Frequency Equipment and Materials Import

ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval (limited to operation outside the area)

Research, development, production, manufacturing, sales, system planning and construction of optical communications for various types of optical fiber and model, optical cable, optical fiber communication prototype, optical communication systems, optical sensor systems. Research, development, production, manufacture and sale of various optical fiber and pre-model equipment and production sales management system.

Inspection consultant for the previous stated products.

Design, production, sales of inspection facilities that is based on examining optical fiber’s optical properties, mechanical properties, durability, geometric characteristics.

Import and export trade of the aforementioned products.

I103060 Management Consulting Services (limited to operation outside the area)

I301020 Data Processing Services (limited to operation outside the area)

I301030 Digital Information Supply Services (limited to operation outside the area)

JZ99050 Agency Services (limited to operation outside the area)

H703100 Real Estate Rental and Leasing (limited to operation outside the area)

JE01010 Rental and Leasing Business (limited to operation outside the area)

Article 3

The Corporation shall have its head office in Hsinchu Science Park, Taiwan, Republic of China, and shall be free, upon approval of government authorities in charge, to set up representative and branch offices at various locations within and without the territory of the Republic of China, wherever and whenever the Corporation deems it necessary or advisable to carry out any or all of its activities.

Article 3-1

The Corporation may provide endorsement and guarantee and act as a guarantor.

Article 3-2

The total amount of the Corporation’s reinvestment shall not be subject to the restriction of not more than forty percent of the Corporation’s paid-up capital as provided in Article 13 of the Company Law.

Article 3-3

Public announcements of the Corporation shall be made in accordance with the Company Law and other relevant rules and regulations of the Republic of China.

– Section II Shares

Article 4

The total capital stock of the Corporation shall be in the amount of 2,000,000,000 New Taiwan Dollars, divided into 200,000,000 shares, at ten New Taiwan Dollars each, and may be paid-up in installments.

The amount of retained capital in the total capital of the preceding paragraph is NT$100 million for the issuance of stock option certificates, special stocks with warrants or company warrants with a total of 10,000 shares. Each share is subject to the approval of the board of directors. The Company may transfer the treasury shares to the employees at an average price lower than the actual purchase price, or lower than the average number of shareholders who have attended the shareholders' meeting, and the consent of more than two-thirds of the shareholders' voting rights. The employee stock option certificate is issued at the subscription price of the daily closing price.

Article 4-1

(Delete)

Article 4-2

(Delete)

Article 5

The share certificates hereof, the registered ones, shall be duly signed by or affixed with seals of the 3 or more managing directors, duly authenticated by the competent authorities of the government or the certification organization authorized thereby before issuance. The Company is exempted from printing the registered share certificates for the shares issued

Article 5-1

All transfer of stocks, pledge of rights, loss, succession, gift, loss of seal, amendment of seal, change of address or similar stock transaction conducted by shareholders of the Corporation shall follow the “Guidelines for Stock Operations for Public Companies” unless specified otherwise by law and securities regulations.

Article 6

Registration for transfer of shares shall be suspended sixty (60) days immediately before the date of regular meeting of shareholders, and thirty (30) days immediately before the date of any special meeting of shareholders, or within five (5) days before the day on which dividend, bonus, or any other benefit is scheduled to be paid by the Corporation.

– Section III Shareholders' Meeting

Article 7

Shareholders’ meetings of the Corporation are of two types, namely: (1) regular meetings and (2) special meetings. Regular meetings shall be convened, by the Board of Directors, within six (6) months after the close of each fiscal year. Special meetings shall be convened in accordance with the relevant laws, rules and regulations of the Republic of China.

Article 7-1

(Deleted)

Article 8

If a shareholder is unable to attend a meeting, he/she may appoint a representative to attend it, and to exercise, on his/her behalf, all rights at the meeting, in accordance with Article 177 of the Company Law. A representative does not need to be a shareholder of the Corporation.

Article 9

Except as provided in the Company Law of the Republic of China, shareholders’ meetings may be held if attended by shareholders in person or by proxy representing more than one half of the total issued and outstanding capital stock of the Corporation, and resolutions shall be adopted at the meeting with the concurrence of a majority of the votes held by shareholders present at the meeting.

Article 10

Each share of stock shall be entitled to one vote, unless law regulations stated otherwise.

Article 10-1

The shareholders’ meeting shall be presided over by the Chairman of the Board of Directors of the Corporation. In his absence, either the Vice Chairman of the Board of Directors, or one of the Directors shall preside in accordance with Article 208 of the Company Law.

Article 10-2

The resolutions of the shareholders’ meeting shall be recorded in the minutes, and such minutes shall be signed by or sealed with the chop of the chairman of the meeting. Such minutes, together with the attendance list and proxies, shall be filed in accordance to relevant law regulations.

Directors, Audit Committee, General Manager

Article 11

The Corporation shall have five to nine directors, of which the number of independent directors shall not be less than three and shall not be less than one-fifth of the number of directors. The term of office shall be three years and may be re-elected. The shareholders' meeting shall adopt the candidate nomination system, select Directors from the candidate list provided. The Company may, by resolution of the Board of Directors, purchase liability insurance for the directors to be liable for damages in accordance with the law in the scope of their business.

Article 11-1

(Deleted)

Article 11-2

(Deleted)

Article 11-3

(Deleted)

Article 12

The Directors shall elect from among themselves a Chairman of the Board of Directors and may elect a Vice Chairman of the Board of Directors, by a majority in a meeting attended by over two-thirds of the Directors. The Chairman shall not have a second or casting vote at any meeting of the Board of Directors. The Chairman of the Board of Directors shall have the authority to represent the Corporation.

Where the Chairman fails to perform his functions, the Vice Chairman may act on his behalf. Where the Chairman and Vice Chairman both fail to perform their functions, a director shall be appointed by the Chairman to act on their behalf. If no such designee is appointed, the chairperson shall be elected among the directors. If Board meeting is set as a video conference, the Any Director attending the meeting via video conference shall be deemed attending the meeting in person.

Article 12-1

Except as otherwise provided in the Company Law of the Republic of China, a meeting of the Board of Directors may be held if attended by a majority of total Directors and resolutions shall be adopted with the concurrence of the majority of the Directors present at the meeting. The Directors shall exercise their functions by resolutions adopted at meetings of Shareholders and the Board of Directors.

Article 13

Meetings of the Board of Directors shall be convened by the Chairman of the Board of Directors, upon written notice mailed to all the other Directors, at least seven days, unless in case of urgent circumstances, prior to the date of the meeting, specifying the date and place of the meeting and its agenda. The meeting of the Board of Directors shall be held at least once every quarter.

In case of absence, a Director may, by written authorization, appoint another Director to attend on his behalf any meeting of the Board of Directors, and to vote for him on all matters presented at such meeting, but no Director may act as proxy for more than one other Director.

Article 13-1

In the case that vacancies on the Board of Directors exceed, for any reason, one third of the total number of the Directors, then the Board of Directors shall convene a shareholders’ meeting to elect new Directors to fill such vacancies in accordance with relevant laws, rules and regulations. Except for the election of new Directors across the board, the new Directors shall serve the remaining term of the predecessors.

Article 14

The Corporation shall establish an Audit Committee, which shall consist of all independent directors, no less than three, in which one will be the main convener, at least one will have accounting or finance credentials. The Audit Committee shall be responsible for those responsibilities of Supervisors specified under the Company Law, the Securities and Exchange Law and other relevant regulations.

Article 15

The Board of Directors is authorized to determine the salary for the Chairman, Vice Chairman and Directors, taking into account the extent and value of the services provided for the management of the Corporation and the standards of the industry within the R.O.C. and overseas. For independent directors, a reasonable salary compensation is set different from that of the general directors.

Article 16

The Company elects one general manager and several deputies general managers, and is appointed or removed in accordance with Article 29 of the Company Law. The general manager is appointed by the chairman of the Board to handle all business of the company in accordance with the meeting resolutions.

Article 17

(Deleted)

– Section IV Accounting

Article 18

The Company’s fiscal year is starting from January 1 until December 31 of every calendar year. The final account closing shall be conducted at end of every fiscal year.

Article 19

The Company takes the calendar year as its fiscal year. Upon closing of each fiscal year, the board of directors shall work out the following documents and proposed to the shareholders’ meeting in accordance with the legal procedures for adoption: (1) Business report; (2) Financial statements and (3) Proposals of profit allocation or loss coverage.

Article 20

The Company shall allocate no less than 3% of the profits earned during the current year for the purpose of employees’ compensation and no more than 5% of the same for directors’ compensation; provided, however, that the Company shall first reserve a sufficient amount to compensate its accumulated deficits.

An employee of the Company’s affiliate who meets certain criteria shall be entitled to the employees’ compensation.

Article 20-1

This Corporation shall not pay dividends or bonuses to shareholders when there are no earnings. When allocating the earnings for each fiscal year, the Corporation shall first offset its losses in previous years and set aside a legal capital reserve at 10% of the earnings left over, until the accumulated legal capital reserve has equaled the total capital of the Corporation; then set aside special capital reserve in accordance with relevant laws or regulations or as requested by the authorities in charge.

After this Corporation has set aside the capital reserves pursuant to the first Paragraph of this Article, the balance left over shall be allocated according to the following principles per resolution of the shareholders’ meeting: Earnings may be distributed in total after taking into consideration financial, business and operational factors. Earnings of this Corporation may be distributed by way of cash dividend and/or stock dividend. Since this Corporation is in a capital-intensive industry at the steady growth stage of its business, distribution of earnings shall be made preferably by way of cash dividend. Distribution of earnings may also be made by way of stock dividend, provided however, the ratio for stock dividend shall not be lower than 10% of total distribution.

Section V - Supplementary Provisions

Article 21

(Deleted)

Article 22

With regards to all matters not provided for in these Articles of Incorporation, the Company Law of the Republic of China shall govern.

Article 23

These Articles of Incorporation are agreed to and signed on May 28, 1991 by all the promoters of the Corporation, and duly amended on:

(01) July 9, 1993; (02) October 14, 1994; (03) April 10, 1996; (04) December 5, 1996; (05) May 23, 1997; (06) May 31, 2000; (07) May 2, 2001; (08) June 26, 2002; (09) June 27, 2003; (10) May 27, 2004; (11) June 27, 2005; (12) April 12, 2006; (13) June 8, 2007; (14) June 27, 2008; (15) October 31, 2008; (16) June 25, 2010; (17) May 25, 2011; (18) May 25, 2012; (19) July 31, 2012; (20) June 24, 2014; (21) May 12, 2015; (22) May 9, 2016; (23) January 18, 2017; (24) June 14, 2019.

(Appendix 2)

Success Prime Corporation Rules and Procedures of Shareholders' Meeting

Shareholders' Meeting of the Company (the "Meeting") shall be conducted in accordance with these Rules and Procedures. Any matter not provided in these Rules and Procedures shall be handled in accordance with relevant laws and regulations.
Shareholders attending the Meeting shall submit the attendance card for the purpose of signing in. The number of shares represented by shareholders attending the Meeting shall be calculated in accordance with the attendance cards submitted by the shareholders.
In a shareholders’ meeting, the participation and vote shall be counted on the grounds of the number of shares. The total number of shares present at the meeting will be calculated based on the attendance cards submitted as a substitute for sign-in, plus the number of shares exercising the voting power in writing or through means of electronic transmission.
The Meeting shall be held at the head office of the Company or at any other appropriate place that is convenient for the shareholders to attend. The time to start the Meeting shall not be earlier than 9:00 a.m. or later than 3:00 p.m.
Unless otherwise provided in laws, the shareholders’ meeting shall be called by the Board of Directors and chaired by the Chairman of the Board. Where the Chairman of the Board fails to exercise his authority with justified reasons, the Vice Chairman of the Board may be his proxy. Where no Vice Chairman has been appointed or the Vice Chairman fails to exercise his authority with justified reasons too, the Chairman shall designate one director to be his proxy. Where no such designee is designated, the chairperson shall be elected out of the directors. Where the shareholders’ meeting is called by any person entitled to hold the meeting other than the Board of Directors, the chairperson of the meeting shall be assumed by the person. If there are more than two conveners, the chairperson shall be elected from the conveners.
The Company may appoint designated counsel, CPA or other related persons to attend the Meeting. Persons handling affairs of the Meeting shall wear identification cards or badges.
The process of the Meeting shall be tape recorded or videotaped and these tapes shall be preserved for at least one year. If a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation
Chairman shall call the Meeting to order at the time scheduled for the Meeting. If the number of shares represented by the shareholders present at the Meeting has not yet constituted the quorum at the time scheduled for the Meeting, the chairman may postpone the time for the Meeting. The postponements shall be limited to two times at the most and Meeting shall not be postponed for longer than one hour in the aggregate. If after two postponements no quorum can yet be constituted but the shareholders -53-

present at the Meeting represent more than one - third of the total outstanding shares, tentative resolutions may be made in accordance with Section 1 of Article 175 of the Company Law of the Republic of China. The aforesaid tentative resolutions shall be executed in accordance with relevant provisions of the Company Law of the Republic of China. If during the process of the Meeting the number of outstanding shares represented by the shareholders present becomes sufficient to constitute the quorum, the chairman may submit the tentative resolutions to the Meeting for approval in accordance with Article 174 of the Company Law of the Republic of China.

The agenda of the Meeting shall be set by the Board of Directors if the Meeting is convened by the Board of Directors. Unless otherwise resolved at the Meeting, the Meeting shall proceed in accordance with the agenda.
The above provision applies mutatis mutandis to cases where the Meeting is convened by any person, other than the Board of Directors, entitled to convene such Meeting.

Unless otherwise resolved at the Meeting, the chairman cannot announce adjournment of the Meeting before all the discussion items (including special motions) listed in the agenda are resolved.

The shareholders cannot designate any other person as chairman and continue the Meeting in the same or other place after the Meeting is adjourned. However, in the event that the Chairman adjourns the Meeting in violation of these Rules and Procedures, the shareholders may designate, by a majority of votes represented by shareholders attending the Meeting, one person as chairman to continue the Meeting.

When a shareholder present at the Meeting wishes to speak, a Speech Note should be filled out with summary of the speech, the shareholder's number (or the number of Attendance Card) and the name of the shareholder. The sequence of speeches by shareholders should be decided by the chairman.

Unless otherwise permitted by the chairman, each shareholder shall not, for each discussion item, speak more than two times (each time not exceeding 5 minutes). In case the speech of any shareholder violates the above provision or exceeds the scope of the discussion item, the chairman may stop the speech of such shareholder.

If any shareholder present at the Meeting submits a Speech Note but does not speak, no speech should be deemed to have been made by such shareholder. In case the contents of the speech of a shareholder are inconsistent with the contents of the Speech Note, the contents of actual speech shall prevail.

Unless otherwise permitted by the chairman and the shareholder in speaking, no shareholder shall interrupt the speeches of the other shareholders, otherwise the chairman shall stop such interruption.

For a same issue, each shareholder shall not speak more than twice and shall not speak more than five minutes in each floor unless approved by the chairman. The chairman may ban such shareholder from speaking if he/she breaches the provision set forth in the preceding paragraph or speaks beyond the specified range.
Where a judicial (corporate) person is consigned to participate in a shareholders’ meeting, such judicial (corporate) person may appoint only one representative to

participate in the meeting. Where a judicial (corporate) person shareholder appoints two or more representatives to participate in a shareholders’ meeting, only one representative may speak up for the same issue.

After a present shareholder speaks, the chairman may reply in person or through an appointee.
The chairman may announce to end the discussion of any resolution and go into voting if the Chairman deems it appropriate.
A speaker is deemed not to have spoken if he has made only one statement and has not issued a speech. The content of the statement is inconsistent with that of the statement, subject to the content of the statement. When attending a shareholder's speech, other shareholders shall not interfere with the speech except with the consent of the Chairman and the speaking shareholders. The President of the violators shall be stopped.
The person(s) to check and the person(s) to record the ballots during a vote by casting ballots shall be appointed by the chairman. The person(s) checking the ballots shall be a shareholder(s). The result of voting shall be announced at the Meeting and placed on record.
During the Meeting, the chairman may, at his discretion, set time for intermission. In case of incident of force majeure, the chairman may decide to temporarily suspend the Meeting and announce, depending on the situation, when the Meeting will resume or, by resolution of the shareholders present at the Meeting, the chairman may resume the Meeting within five days without further notice or public announcement.
Except otherwise specified in the Company Law of the Republic of China or the Articles of Incorporation of the Company, a resolution shall be adopted by a majority of the votes represented by the shareholders present at the Meeting. The resolution shall be deemed adopted and shall have the same effect as if it were voted by casting ballots if no objection is voiced after solicitation by the chairman.
If there is amendment to or substitute for a discussion item, the chairman shall decide the sequence of voting for such discussion item, the amendment, or the substitute. If any one of them has been adopted, the others shall be deemed vetoed and no further voting is necessary.
The chairman may conduct the disciplinary officers or the security guard to assist in keeping order of the Meeting place. Such disciplinary officers or security guards shall wear badges marked "Disciplinary Officers" for identification purpose.
Any matters insufficiently provided for herein shall be subject to the Company Law, Articles of Incorporation and other laws and regulations concerned.
These Rules and Procedures shall be effective from the date it is approved by the Shareholders' Meeting. The same applies in case of revision.

(Appendix 3)

Success Prime Corporation Procedures for Election of Directors

For the fair and open election of directors and independent directors, the procedures are set out in accordance with Articles 21 and 41 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies .
Unless otherwise provided in the Company Law or the Articles of Incorporation of this Company, the directors of this Company shall be elected in accordance with the rules specified herein.
The election of this Company's directors shall take into consideration the overall composition of the board of directors. Board members shall possess the knowledge, skills, and qualifications required to perform their duties. The board as a whole shall possess the following abilities:
Ability to judge business operations;
Accounting and financial analysis capability;
Administrative and management ability;
Crisis management ability;
Industry knowledge;
International market outlook;
Leadership skills; and
Decision-making ability.
The independent directors of the company have the following qualities:
Honesty and practicality.
A fair judgment.
Professional knowledge.
Rich experience.
Ability to read financial statements.

In addition to the requirements of the preceding statements, at least one of the independent directors of the Company shall be an accounting or financial professional.

�Qualification of Independent Directors�

The qualifications and selection of the Company’s independent directors shall comply with the "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies" and shall be implemented in accordance with Article 24 of the Company's "Code of Corporate Governance."

�Nomination System�

Directors shall be elected employing the candidate nomination system and procedures prescribed in Article 192-1 of the Company Law.

�Election Method�
The election of directors shall adopt a disclosed cumulative voting method. Each share represents a weighted number of voting rights equivalent to the number of directors to be elected; such voting rights may be exercised to collectively elect a single candidate or may be distributed among several candidates.
The ballots for on-site voting in the shareholders’ meeting shall be prepared by the Board, identical to the number of directors and independent directors to be elected, and the elector’s attendance card number and the weighted number of voting rights shall be stated on the ballots bearing the Company's seal.
Independent directors and non-independent directors of the Company shall be elected at the same time and the votes shall be calculated separately. Directors shall be elected in accordance with the Articles of Incorporation of the Company and the resolution of the Board on the number of directors. Candidates who get more votes representing corresponding voting rights shall be elected directors in the order of number of ballots received. If two or more persons have received the same number of voting rights, and the number of persons would exceed the prescribed number of available seats, the persons with the same number of voting rights shall draw lots to decide election; the chairman shall draw lots on behalf of any selected persons who are not present.
Before the election begins, the Chairman shall designate a number of shareholders as ballot inspectors to carry out all relevant duties. The ballot box is prepared by the Board of Directors and is opened in public by the ticket inspector before the vote.
If the candidate is a shareholder of this Company, voters shall fill in the "candidate" column the candidate's name and shareholder's number, and the number of votes cast for such candidate. If the candidate is not a shareholder of this Company, voters shall fill in the "candidate" column the candidate's name, the candidate's ID number, and the number of votes cast for such candidate. If the candidate is a government agency or a legal entity, the full name of the government agency or the legal entity or the name(s) of their representative(s) should be filled in the column.
Ballots shall be deemed void under the following conditions: (1) Ballots not prepared by this Company;
(2) Blank ballots not completed by the voter;
(3) Illegible writing;
(4) If the candidate is a shareholder of this Company, the name or shareholder's number of the candidate filled in the ballot inconsistent with the shareholders' register. If the candidate is not a shareholder of this Company, the name or ID number of the candidate filled in the ballot is incorrect;
(5) Ballots with other written characters or symbols in addition to candidate's name, shareholder's number (ID number) and the number of votes cast for the candidate; (6) The name of the candidates filled in the ballots being the same as another candidate's name and the respective shareholder's numbers (ID numbers) not being indicated to distinguish them.

The ballots should be calculated during the meeting right after the vote casting and the results of the election should be announced by the Chairman at the meeting.
This Company shall issue notifications to the directors elected.
These procedures and any revision thereof shall become effective after approval at the shareholders' meeting

(Appendix 4)

The Impact of issuance of bonus shares on the � ompany's business performance, earnings per share and shareholders’ return on investment

earnings per share and shareholders’ return on investment	earnings per share and shareholders’ return on investment	earnings per share and shareholders’ return on investment
Annual Items			2020 years (estimated)
Opening paid-down capital amount(thousand NT$)			174,594
Current situation of Share Dividends	Cash dividendsper share(NT$)		NT$ 1.5
	Share dividends per share capital increase by Earning Surplus		-
	Share dividends per share - Capital surplus transferred to capital		0.1 shares
Business performance Comparison	OperatingIncome(thousand NT$)		Note
	Increase (decrease) in operating benefit over the same period lastyear
	Net operating profit after tax(thousand NT$)
	Increase (decrease) in net operating profit after tax compared to the same period last year
	Earningsper share(NT$)
	Increase (decrease) in earnings per share compared to the sameperiod lastyear
	Average annual return on investment (average annual return ratio countdown)
Simulation of EPS and PE Ratio	If the surplus is converted to a capital increase Full-value cash dividend	Proposed earnings per share(NT$)
		Proposed average annual return on investment
	The transfer from capital surplus to common stock not processed	Proposed earnings per share(NT$)
		Proposed average annual return on investment
	Both capital increase from capital surplus and capital increase from retained earnings not processed and distributed through cash dividends	Proposed earnings per share (��)
		Proposed average annual return on investment

Note: The Company is not required to disclose its financial forecast information for 2020, therefore no disclosure on the impact of issuance of bonus shares on the company's business performance, earnings per share and shareholder return on investment

(Appendix 5)

Success Prime Corporation Shareholdings of All Directors

			As of April 20, 2020	As of April 20, 2020
Title	Name	Representative	Current shareholding
			Number of shares	Percentage (%)
Chairman	Min-Chun Chen	-	0 shares	0%
Director	Shu-Ling Tseng	-	188,000 shares	0.10% %
Director	Endow Capital Management Inc.	Xiang-Qi Fang	1,716,592 shares	9.83%
Director		Rui-Xian Lin
Director	Bash Consultant Incorporated	Yen-Shuen Chen	1,716,592 shares	9.83%
Director		Yun Chen
Independent Directors	Bing-Quan Shi	-	0 shares	0%
Independent Directors	Pei-Jun Hong	-	0 shares	0%
Independent Directors	(Absence)	-	0 shares	0%

Note:

Total shares issued as of April 20, 2020: 17,459,400 shares.
Under the relevant regulations of the ROC, SPC’s Directors are required to hold in the aggregate not less than 2,095,128 shares.
As of April 20, 2020, SPC’s Directors (not including Independent Directors) together held 3,451,184 shares.
As SPC has established the audit committee, the minimum shareholding requirements for supervisors do not apply.

AI assistant

SPC — AGM Information 2020

52126_rns_2020-07-01_34af1528-5c5c-485a-b085-664b1d6d5000.pdf

Success Prime Corporation

Handbook

Success Prime Corporation 2020 Annual Shareholders’ Meeting Agenda

9. Adjournment

Success Prime Corporation 2020 Annual Shareholders Meeting Agenda

VII.Discussions

Reporting Matters

�� The Company’s 2019 Annual Business Report.

�� Audit Committee’s Review Report of 2020 Audited Financial Statements.

�� Report on the 2019 Compensation Distribution of Employees and Directors.

Acknowledgements

1. (Proposed by the Board)

2. (Proposed by the Board)

Discussions

1. (Proposed by the Board)

2. (Proposed by the Board)

Elections

(Proposed by the Board)

Other matters

1. (Proposed by the Board)

Questions and Motions

Adjournment

(Attachment 1)

Success Prime Corporation 2019 Annual Business Report

I. 2019 Business Result

II. 2020 Business Prospects

(1) Optical Fiber Enterprise

(2) Education Enterprise

2. Marketing of Digital Products and Courses for China and Taiwan

3. Deepening the Operation Management of Enterprise

(Attachment 2)

Success Prime Corporation Audit Committee’s Review Report

(Attachment 3)

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

Revenue Recognition of Education Services

Other Matters

Responsibility of Management and Governance Units over the Consolidated Financial Statements

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Notice to Readers

Success Prime Corporation and Subsidiaries CONSOLIDATED BALANCE SHEETS

Success Prime Corporation and Subsidiaries

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Equity Attributable to Stockholders of the Parent

Success Prime Corporation and Subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS

(Attachment 4)

Independent Auditors’ Report

Opinion

Basis for Opinion

Key Audit Matters

Evaluation of investment impairment using equity law

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

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

Success Prime Corporation PARENT COMPANY ONLY BALANCE SHEETS

Success Prime Corporation

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Success Prime Corporation and Subsidiaries PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

(Attachment 5)

Success Prime Corporation Distribution of Earnings December 31, 2019

(Appendix 1)

ARTICLES OF INCORPORATION OF

SUCCESS PRIME COROPORATIONS

– Section I General Provisions

Article 1

Article 2

Article 3

Article 3-1

Article 3-2

Article 3-3

– Section II Shares

Article 4

Article 4-1

Article 4-2

Article 5

Article 5-1

SPC AGM Information 2020