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SUNKO AGM Information 2021

Jul 28, 2021

51901_rns_2021-07-28_a2e16417-cfd6-4344-9595-a2fd27e20069.pdf

AGM Information

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Stock Code: 1721

SUNKO INK CO., LTD.

2021 ANNUAL GENERAL MEETING OF SHAREHOLDERS

MEETING HANDBOOK

Time: 10 June 2021 (Thursday)

Venue: No. 5, Gong 1st Rd., Hemei Township, Changhua County 508003, Taiwan (R.O.C.) (Staff Cafeteria at Chuansing)

★ Where any discrepancy arises between the English translation and original Chinese version, the Chinese version shall prevail.

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SUNKO INK CO., LTD.

2021 Shareholders’ General Meeting Handbook

Table of Contents

I. Meeting Procedures………………………………………………................ 1
1. Management Presentation (Company Reports) ………………………. 2
2. Ratifications………….....…………...................................................... 3
3. Discussions………………………………………………..................... 6
4. Extraordinary Motions…………………………………..……............. 6
5. Meeting Adjourned……………………………………………………. 6
II. Attachments
1. 2020 Business Report……………………………………..................... 7
2. 2020 Audit Committees’ Review Report……………………………… 16
3. 2020 Employee and Director Compensation Distribution Table …….. 17
4. Comparison Table of the Amendments of the Company’s Codes of
Ethical Conduct Before and After Revision…………………………... 18
5. 2020 Financial Statements with Independent Auditor’s Report…….… 21
6. Comparison Table of the Amendments of Procedures for Election of
Directors Before and After Revision……………………………......… 41
III. Appendix
1. Rules of Procedures for Shareholders’ Meetings…………………...… 46
2. Articles of Incorporation……………………………………………… 51
3. Shareholdings of all Directors…………………………....………..….. 60

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SUNKO INK CO., LTD.

2021 Annual General Shareholders’ Meeting

Time: 09:00 a.m., 10 June 2021 (Thursday)

Location: No. 5, Gong 1st Rd., Hemei Township, Changhua County 508003, Taiwan (R.O.C.) (Staff Cafeteria at Chuansing)

Meeting Agenda

I. Call the Meeting to Order

II. Chairperson Remarks

III. Management Presentation (Company Reports)

  1. 2020 Business Report

  2. 2020 Audit Committee’s Review Report

  3. 2020 Status of Endorsement and Guarantee

  4. 2020 Employee and Director Compensation Distribution Report

  5. Report on the Company’s Amendments of Codes of Ethical Conduct

IV. Ratifications

  1. To ratify the 2020 Business Report and Financial Statements

  2. To ratify the 2020 Company’s earnings appropriation proposal

V. Discussions

  1. Amendments of the procedures for Election of Directors

VI. Extraordinary Motions

VII. Meeting Adjourned

1

Management Presentations (Company Reports)

  1. Issue : 2020 Business Report

Details : Please refer to Attachment 1 (page. 7).

  1. Issue : 2020 Audit Committees’ Review Report

Details : Please refer to Attachment 2 (page. 16).

  1. Issue : 2020 Status of Endorsement and Guarantee

Details : No Endorsement or Guarantee issues.

  1. Issue : 2020 Employee and Director Compensation Distribution Report

Details : Pursuant to Article 30 of Articles of Incorporation adopted by SUNKO INK CO., LTD (hereinafter “the Company”), the Company proposes to distribute director remuneration and employee compensation in the amount of $4,019,891(0.8%) and $15,074,594(3%), respectively. Please refer to Attachment 3 (page. 17) for details.

  1. Issue : Report on the Amendments of the Company’s Codes of Ethical Conduct

Details : TWSE revised the Codes of Ethical Conduct partially and released the amended provision (Tai-Zheng-Zhi-Li-Zi No. 10900094681) on 3 June 2020. In accordance with the amendment, the Company revised the Company’s Codes of Ethical Conduct in order to comply with the law and regulations. Please refer to Attachment 4 (page. 18) for details.

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Ratifications

  1. Proposed by: The Board of Directors

  2. Subject : Acknowledgement of the 2020 Business Report and Financial Statements

Details :

  • (1) The Company’s 2020 financial statements and the consolidated financial statements were audited and issued an “unqualified opinion” by CPA Qing-Yuan Tu (Stephen Tu) and CPA Wen-Bi Yen (Martin Yen) of Ernst & Young Taiwan. The audited financial statements and the business report were reviewed by the Audit Committee without any nonconformity identified and with a review report issued.

  • (2) The financial statements and independent auditors’ audit report are attached on page 21. (Attachment 5)

Resolution :

  1. Proposed by: The Board of Directors

  2. Subject : Acknowledgement of the Proposal on Distribution of Earnings

Details :

  • (1) The Company’s 2020 after-tax earnings was $524,403,926. It is proposed to distribute $92,237,046 as cash dividends to shareholders at $0.5 per share. Also, the amount is calculated and rounded up to the dollar. The total number of odd shares for less than $1 would be authorized by the director to have a delegate handle such matter at his own discretion.

  • (2) Should the Company undertake capital injection, buy back its shares, transfer or cancel treasury stocks, encounter conversions of corporate bonds or employees exercising stock option that affect the number of

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outstanding shares so the dividends payout ratio changes, the Board of Directors shall be fully authorized to make the necessary changes.

  • (3) Upon the approval, the Board of Directors is authorized to set the ex-dividend date.

  • (4) Please refer to the Statement of Earnings Appropriation as follows.

4

SUNKO INK CO., LTD

Statement of Earnings Appropriation

For the year ended 31 December 2020

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Items Unit: NT$
Beginning balance of undistributed earnings $ 36,626,670
Gain from sale of financial asset at fair value through other
12,085,174
comprehensive income
2020 Re-measurement of net defined benefit plans 432,310
2020 Net income after tax 524,403,926
Subtotal 573,548,080
Reservable Items
Legal reserve (53,692,141)
Special reserve (5,623,565)
Distributable earnings for the year 514,232,374
Distributable Items:
(92,237,046)
Cash dividends ($0.5 per share)
Ending balance of undistributed earnings $ 421,995,328
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Note: Distribution of cash dividends to shareholders was based on the outstanding shares of 184,474,092 (188,995,242 shares on the record date of capital reduction, less treasury shares of 4,521,150 shares).

Chairman: Ting-Di Huang

General Manager: Ting-Di Huang

Accounting Supervisor: Sheng-Hui Wang

Resolution :

5

Discussions

  1. Proposed by: The Board of Directors

Subject : Amendments of Procedures for Election of Directors

Details : TWSE revised the “Procedures for Election of Directors” partially and released the amended provision (Tai-Zheng-Zhi-Li-Zi No. 10900094681) on 3 June 2020. In accordance with the amendment, the Company revised the Company’s “Procedures for Election of Directors”. Please refer to Attachment 6 (page. 41) for details.

Resolution :

Extraordinary Motions

Meeting Adjourned

6

Attachment 1

2020 Business Report

1 Implementation Results

Both the Parent Only Revenue and Consolidated Revenue amounted to $2,752,601 thousand. The Company’s consolidated after-tax earnings was $524,306 thousand, of which $524,404 thousand was attributed to shareholders of the parent company. After tax, the consolidated basic and diluted EPS were, respectively, $2.43 and $2.42.

The decrease of 15% in consolidated operating revenue between 2020 and 2019 was $491,367 thousand, was mainly triggered by the following two factors:

  • (1) The COVID-19 pandemic led to a drop in market demand in the first half of 2020. Not until the second half of 2020 did the business activities gradually return to normal.

  • (2) The US currency devalued as the Federal Reserve engaged in “Quantitative Easing” policy to overcome the COVID-19 hardships. A relative devaluation on US dollar led to the decline in foreign exchange value.

Besides, expected order transferring from China didn’t occur, due to China’s quick recovery from the COVID-19 pandemic. Price competition from China is still existing.

The operating profitability this year dropped due to the decrease in revenues, decline in production capacity utilization, and the devaluation of exchange rate with US currency. Meanwhile, operating expense increased in 2020 compared to 2019 mainly because of recording total expenditures of $150 million for pollution remediation based on the “Enhancement of soil and groundwater remediation” projects in Pingjhen and Dali factories, and the compensation distribution to directors (0.8%) and employees (3%). An operating result was concluded at operating loss in the amount of $243,755 thousand. In combining the gains from sales of a property (land in Taiping factory and Taiping factory II worth $740 million), the overall after-tax earnings was $524,306 thousand.

The table below shows our implementation results of 2020, compared with the

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data from 2019:

1.1 Implementation Results of Operation Plan

Unit: NT$ thousand

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Increase (Decrease)
Item 2020 2019
Difference Rate
Operating Revenue (net) 2,752,601 3,243,968 (491,367) (15.15)
Operating Costs 2,613,246 2,961,831 (348,585) (11.77)
Operating Profit 139,355 282,137 (142,782) (50.61)
Operating Expense 383,110 264,814 118,296 44.67
Operating Gains (Losses) (243,755) 17,323 (261,078) (1,507.12)
Other profits and losses (net) 727,049 (26,408) 753,457 2,853.14
Pre-tax Earnings (losses) 483,294 (9,085) 492,379 5,419.69
After-tax Earnings (losses) 524,306 (6,877) 531,183 7,724.05
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  • 1.2 Forecast and implementation

The Company didn’t publish the 2020 Operating Forecast. Therefore, no information regarding implementation is available.

  • 1.3 Financial Income and Expenditure and Profitability Analysis

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For the years ended 31
December
Item 2020 2019
Return on asset (%) 11.88 0.21
Return on equity (%) 22.05 (0.30)
Pre-tax income to paid-in capital (%) 25.57 (0.42)
Profit margin (%) 19.05 (0.21)
Earnings per share (NT$) 2.43 (0.03)
Diluted Earnings per share (NT$) 2.42 (0.03)
Profitability
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1.4 Research and Development progress

  • 1.4.1 Research and Development Expenses
R&D Expenses
Ratio to operating revenues
Unit: NT$ thousands
For theyears ended 31 December
2020
2019
2018
54,464
56,390
57,391
1.98%
1.74%
1.66%

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1.4.2 Recent Research and Development results

Classification Item R&D results
Fine Chemical
Series
1. Development and
promotion of
Non-halogenated
Flame Retardant
derivatives

New phosphorus-based-structure
polyester-diol monomer, patented
in 2020 in Taiwan.

Phenol Sewage Treatment of flame
retardant.
2. Development and
research application
of nucleatingagent

Replace Aromatic Heterocyclic
Phosphate Nucleating Agent: K21.

K21 ton-scale trial run and testing
3. Curing Agent
Filed out both domestic and
foreign patent applications on the
high-dispersibility Metal (Methyl)
Acrylates and its related
application technology
development.

Curing agent (339G) ton-scale trial
run and testing

Optimized the curing agent (339G)
production process: advance the
quality, increase the First Pass
Yield, and make storage and
logistics convenient
Polymer
Series
1. Product
development and
application research
of TPU and PUD

Glass-transition-temperature TPU
structure and its related
application, patented in 2020 in
Taiwan.

Developed melt-spinning specified
Elastomer (TPU)

Formulation of water-based
Polyurethane(K-FEEL504,602)
2. Ultra-film ETPV
foam material
(EPTV)

Composition of Expanded TPV
and its relevant application
technology patented in the U.S.

Formulation of high-rebound,
low-compression-set, and
light-weight ETPV and its related
application.

Chemical foaming and ultra-foam
technology

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2 Overview of 2021 Operation Plan

  • 2.1 Operation Strategy and Policy

Going through the COVID-19 outbreak, many nations implemented policies such as lockdowns and mobility restrictions to prevent further spread of the virus. This outbreak has also triggered a severe economic downturn around the globe. In the meantime, Taiwan handled the pandemic quite well and the business activities carried out as normal. However, we, as a manufacturing industry, still need to import raw materials as well as export our products from and to foreign countries.

Looking back on the pros and cons upon implementation during 2020, and looking ahead to the future trends of the coming year, we make our operation plan as follows:

  • (1) Develop key raw materials

  • (2) Develop new products and try out new application on the products we have

  • (3) Optimize the MIC manufacturing process

  • (4) Mass produce phosphorus PP

  • (5) Save energy and decarbonize

  • (6) Automate labor intensive manufacturing process evaluation

  • (7) Advance the process via computer systems

  • (8) Lower the risk of materials shortage and price volatility.

  • (9) Propose our optimized human resources arrangement according to business volume

  • (10) Evaluate the competition on the current market situation and improve our manufacturing process accordingly.

  • 2.2 Future development strategies

  • 2.2.1 Fine Chemicals

    • (1) Strengthen the relationship with clients, increase both sales and the market share

    • (2) Optimize manufacturing processes with energy saving and decarbonization to lower the manufacturing costs

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  • (3) Stabilize material sourcing channels

  • (4) Develop new specifications, new products to meet the customer demands

  • (5) Develop our own patents and create unique-selling-points (USP) to expand the markets

  • (6) Strengthen the product quality and stabilize the material sourcing channels to increase customer satisfaction

  • 2.2.2 Polymer

  • (1) Develop unique material

  • (2) Patent materials manufacturing and related applications

  • (3) Develop medical and fiber market

  • (4) Be certified by the brand dealers and end users

  • (5) Develop and promote ETPU and ETPV footwear materials

  • (6) Develop ETPU shoes

2.2.3 Plant and environmental protection drugs

  • (1) Stabilize material sourcing channels

  • (2) Develop new products to meet the customer demands

  • (3) Optimize manufacturing process with energy saving and decarbonization to lower the manufacturing costs

  • (4) Research and develop low-pollution and

    • low-energy-consumption manufacturing process
  • 2.3 Short-term and Long-term Business Development Plan

2.3.1 Short-term Plan

  • (1) Strengthen the bonds with international manufacturers and increase the market share.

  • (2) Develop and promote new products: curing agent (339G), PP clarifier (K21), TPU yarn, TPV flame retardants, Polymer footwear materials, hair dye, chloride PP.

  • (3) Be certified by the brand dealers on Expanded Elastomer footwear materials

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  - (4) Develop second level supplier to reduce the risk of raw materials shortage

  - (5) Optimize the MIC manufacturing process

  - (6) Automate the production lines that are labor intensive
  • 2.3.2 Long-term Plan

  • 2.3.2.1 Key trends and strategies on industrial transformation

    • Under such shortcomings as strict environmental regulations, limited natural resources, and increasing environmental costs, high-emission industries gradually lost their positions in the competitive market. To successfully navigate this changing landscape, chemical industry will need to develop toward low-pollution and high-economies-of-scale orientation.
  • 2.3.2.2 Research and development and technical services

    • (1) Self-develop and form patent applications

    • (2) Provide technical services to meet customer demands

    • (3) Assist customers in developing customized products and grab the preemptive opportunities in the market

2.3.2.3 Diversification Strategies

Well utilize the Company’s know-hows in chemicals and manufacturing products. For instance:

  • (1) Produce personal sanitization products (special cosmetic) using cGMP qualifications from Chuansing Factory

  • (2) Given the recyclable character of Polymer, develop footwear using 100% Polymer then recycle and reuse

  • (3) Seek out businesses that are chemical-related and supported by the government

2.3.2.4 “Save Energy, Save Earth”

In response to the “Save Energy, Save Earth” campaign, our future manufacturing process design will take action to promote energy saving, decarbonization, recycle and reuse, and to exploit the decarbonization technology.

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3 Overview of Technology and R&D

3.1 Technical Level

The Company values novelty, inventive steps as well as industrial applicability. We mainly target chemicals that are highly demanded in the market and create technical barriers.

The Company’s main research and development team are organic synthesis and polymer chemistry technology experts. They cooperate with a production team with more than 20 years of chemical manufacturing experience, together with trading professionals of great acuity on market development, to invest in research, development, production, OEM and marketing on polymer and fine chemical products.

3.2 Product Development Plan

More specifically speaking, the Company’s products include PU, POLYOL, TPU, TPV, special plastic material, plant and environmental protection drugs, active pharmaceutical ingredients, cosmetic materials, antioxidant, anti-UV agent, polyolefin synthesis, PCB reducing agent, curing agent and graphene oxide, etc.

To improve the process efficiency, go green, and to recycle, reuse and reduce the energy consumption are the key concepts of polymer material development.

As for product development on fine chemicals, the research aims at new structures, new manufacturing processes, new formulations and new applications. To develop low-pollution and low-energy-consumption manufacturing process techniques is deemed as our corporate social responsibility.

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Classification Item
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responsibility. responsibility.
Classification
Item
Fine Chemical
Series
- K-CLEAR:New product development and application
research of plastic nucleating agent and transparent
agent
- K-NOX:New
product development, continuous
improvement and application research of rubber and
plastic antioxidants
- K-SORB:Research on industrialization technology of
new Triazine UV absorbent products

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- K-CURE:Improve and develop applications of rubber
and plastic cross-linking curing agent
- Research on formulation of hair dye and evaluate the
feasibility of OEM
- Continuously develop techniques on energy saving and
decarbonization
Polymer Series - Research on Polymer product application (footwear
materials and anti-vibration materials)
- New product development, continuous improvement
and application research on TPV, TPE elastomer
- New product development, continuous improvement
and application research on ETPU and ETPV expanded
elastomer

4 Estimated product sales of 2021

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Annual Budget
Main Product Classification Sales Quantity
Tons
Antioxidants Fine Chemicals 8,390
Thermoplastic Elastomer (TPV, TPU) Polymer 3,473
POLYOL and PU Polymer 1,916
Plants and
Agrochemicals environmental 523
protection drugs
Other fine chemicals (crosslinking curing
agents, halogen-free flame retardants, Fine Chemicals 3,088
electronic chemicals, nucleating agents)
Others Others 581
Total 17,971
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Notes: Sales of other fine chemicals is forecasted to decrease in comparison with the result of this year. Considering the disposal of flame retardants factories and production line adjustments, sales volume is estimated to reduce.

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5 The Impact from the external competition, regulatory environment, and business operation

From the perspective of macroeconomics, the declining demand was mainly attributed to the COVID-19 pandemic. According to IMF statistics in 2020, the global GDP growth rate was -3.3%. Though the pandemic infections appeared to ease slightly in the beginning of 2021, the global impact of the outbreak remains to be seen.

Threatened by the severe storm in Texas this February and the disorganized global shipping lines, we are now facing the supply and demand imbalance causing significant price fluctuations of raw materials. Not to mention that China does a better job in retaining its place in the price war thanks to its faster production rate. Coupled with the strict environmental regulations in Taiwan, we still need to cope with a lot of uncertainties and challenges on the way.

Looking ahead to the future, we will proactively invest in R&D and work with our clients to accelerate the launch of our new products, so we can avoid the meaningless price war with other countries. Furthermore, in order to tackle the environmental issues, we will continue to optimize our manufacturing process, as well as energy-saving and decarbonization.

Chairman: Ting-Di Huang

General Manager: Ting-Di Huang

Accounting Supervisor: Sheng-Hui Wang

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Attachment 2

SUNKO INK CO., LTD

Audit Committees’ Review Report

The Board of Directors has prepared the Company’s 2020 Business Report and Financial Statements, including parent only and consolidated financial statements. The financial statements were audited by CPA Qing-Yuan Tu (Stephen Tu) and CPA Wen-Bi Yen (Martin Yen) of Ernst & Young Taiwan and issued an accompanying Independent Auditors’ Report.

The Business Report, Financial Statements (including Parent Only and Consolidated Financial Statements), and the proposal for earnings appropriation have been reviewed and audited by the Audit Committee without any nonconformity found. We hereby submit this report according to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act for your ratification.

Best Regards

The 2020 Annual General Meeting of Shareholders

SUNKO INK CO., LTD

Convener: Yan-Chong Zou

16 March 2021.

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Attachment 3

SUNKO INK CO., LTD

Employee and Director Compensation Distribution Table

For the year ended 31 December 2020

Unit: NT$

Unit: NT$
Item Amount
Pre-tax Earnings(before distribution) $502,486,447
Distributable Items(distributed in cash)
Directors’ Compensation(0.8%) (4,019,891)
Employees’ Compensation(3.0%) (15,074,594)
Pre-tax Earnings $483,391,962
Note: Pursuant to Article 235-1 of the Company Act and Article 30 of the Articles
of Incorporation

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Attachment 4

SUNKO INK CO., LTD

Comparison Table of the “Codes of Ethical Conduct” before and after

amendments

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Article
Before Amendment After Amendment
Number
Amendments in compliance with
Tai-Cheng-Zhi-Li-Zi No. 1090009468
on 3 June 2020
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amendments amendments amendments amendments
Article
Number
Before Amendment
After Amendment
Amendments in compliance with
Tai-Cheng-Zhi-Li-Zi No. 1090009468
on 3 June 2020
Article 1 Objectives and Rationale
For the purpose of providing guidance
for directors and managerial officers
(including general managers or their
equivalents, assistant general
managers or their equivalents, deputy
assistant general managers or their
equivalents, chief financial and chief
accounting officers, and other persons
authorized to manage affairs and sign
documents on behalf of a company) to
act in line with ethical standards, and
helping shareholders better understand
the ethical standards of the Company, the
Codes of Ethical Conduct are
established.Pursuant to Zheng-Qi-Yi-Zi
No. 0930005101 issued by SFB on 28
Oct 2004 and Tai-Zheng-Shang-Zi No.
0930028186 issued by TWSE on 11 Nov
2004,the guidelines shall apply
differently when managerial officers
perform their duties.
Objectives and Rationale
For the purpose of providing guidance
for directors and managerial officers
(including general managers or their
equivalents, assistant general
managers or their equivalents, deputy
assistant general managers or their
equivalents, chief financial and chief
accounting officers, and other persons
authorized to manage affairs and sign
documents on behalf of a company) to
act in line with ethical standards, and
helping shareholders better understand
the ethical standards of the Company, the
Codes of Ethical Conduct are
established. By referencingthe Codes
and related regulations,additional codes
of ethnical conducts may be enacted
with respect to other managerial officers
when necessary.

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Article 2 Scope
2.1 Prevention of conflicts of interest
Directors and managers shall avoid any
conflicts of interest arising when their
personal interest intervenes, or is likely
to intervene in the overall interest of the
Company, including but not limited to
unable to perform their duties in an
objective and efficient manner, or taking
advantage of their position in the
Company to obtain improper benefits for
either themselves or their spouse,
parents, children, or relatives within the
third degree of kinship.
The Company shall pay special attention
to any matters pertaining to lending
funds, providing guarantees, major asset
transactions, and purchase (or sale) of
goods involving the Company and the
above-mentioned persons or their
affiliated enterprise. To prevent conflicts
of interest, the company shall offer
appropriate means for directors, and
managerial officers to voluntarily
explain whether there is any potential
conflict between them and the company.
Scope
2.1 Prevention of conflicts of interest
Directors and managers shall avoid any
conflicts of interest arising when their
personal interest intervenes, or is likely
to intervene in the overall interest of the
Company, including but not limited to
unable to perform their duties in an
objective and efficient manner, or taking
advantage of their position in the
Company to obtain improper benefits for
either themselves or their spouse,
parents, children, or relatives within the
second degree of kinship.
The Company shall pay special attention
to any matters pertaining to lending
funds, providing guarantees, major asset
transactions, and purchase (or sale) of
goods involving the Company and the
above-mentioned persons or their
affiliated enterprise. To prevent conflicts
of interest, the company shall offer
appropriate means for directors, and
managerial officers to voluntarily
explain whether there is any potential
conflict between them and the company.

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Article 2 2.7 Encouraging report of illegal or
unethical activities
The Company shall raise the awareness
of ethics internally, and encourage
employees to report to a supervisor,
managerial officer, chief internal auditor,
or other appropriate individuals upon
suspicion or acknowledgement of any
activity in violation of the regulation or
the Codes of Ethical Conduct.
To encourage employees to report illegal
conduct, the Company shall make
employees aware that the Company will
exert all efforts to protect informants
from reprisals.
2.7 Encouraging report of illegal or
unethical activities
The Company shall raise the awareness
of ethics internally, and encourage
employees to report to a supervisor,
managerial officer, chief internal auditor,
or other appropriate individuals upon
suspicion or acknowledgement of any
activity in violation of the law or the
Codes of Ethical Conduct.
The Company shall also exert all efforts
to establish a substantial whistle-blowing
system, and make it known to all
employees that the Company will protect
whistle-blowers from reprisals.
Article 3 Exemption procedure
Whenever a director or managerial
officer is found necessary to be
exempted from the Codes, information
such as the period of, reasons for, and
principles behindshall obtain approval
from the Board of Directors.
The shareholders may evaluate the
appropriateness of the board resolution
to prevent any arbitrary or dubious
exemption from the Codes, and to
safeguard the interests of the company.
Exemption procedure
Whenever a director or managerial
officer is found necessary to be
exempted from the Codes, information
such as the date of approval, opposing or
reserved opinions of each independent
director, period of exemption, reasons
and principles for such exemptionshall
be adopted by a resolution of the Board
of Directorsand be disclosed without
delay on the MOPS.
The shareholders may evaluate the
appropriateness of the board resolution
to prevent any arbitrary or dubious
exemption from the Codes, and to
safeguard the interests of the Company.

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Attachment 5

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Attachment 6

SUNKO INK CO., LTD

Comparison Table of the “Procedures for Election of Directors” before and after

amendments

Before Amendment After Amendment
Amendments in compliance with
Tai-Cheng-Zhi-Li-Zi No. 1090009468 on 3 June
2020.
Article 1
Expect as otherwise provided by law and
regulation or by the Company’s Articles of
Incorporation, elections of directors shall be
conducted in accordance with these Procedures
and relevant regulations.
Article 1
To ensure a fair, just, and open election of
directors, these Procedures are adopted pursuant
to Articles 21 and 41 of “Corporate Governance
Best Practice Principles for TWSE/TPEx Listed
Companies”.
Article 2
Elections of directors shall be held at the
shareholders’ meeting.
Article 2
Expect as otherwise provided by law and
regulation, elections of directors shall be
conducted in accordance with these Procedures.
Article 4
The election of independent and
non-independent directors shall be held
simultaneously but on separate ballots and be
calculated separately.
Article 4
The qualification of Independent Directors shall
comply with Articles 2, 3, and 4 of “Regulations
Governing Appointment of Independent
Directors and Compliance Matters for Public
Companies”.
The election of Independent Directors shall
comply with Articles 5, 6, 7, 8, and 9 of
“Regulations Governing Appointment of
Independent Directors and Compliance Matters
for Public Companies” and Article 24 of
“Corporate Governance Best Practice Principles
for TWSE/TPEx Listed Companies”.

41

==> picture [496 x 740] intentionally omitted <==

----- Start of picture text -----

Article 5 Article 5
The numbers of Directors shall be determined in The Company shall hold a by-election at the
accordance with the Company’s Article of next shareholders’ meeting when the number of
Corporation. directors is less than five due to the dismissal of
a director for any reason.
The winners of the election shall be determined
in descending order of the number of votes When the number of vacancies in the board of
received by the candidates. directors equals to one third of the total number
prescribed in the Company’s Articles of
A tie between two or more candidates with the
Incorporation, the Company shall call, within 60
same number of votes shall be resolved by a
days from the occurrence, an Extraordinary
draw. The chairman would draw on behalf of
Shareholders’ Meeting to elect succeeding
any absent candidates.
directors to fill the vacancy.
When the number of independent directors falls
below the number required under the proviso of
Article 14-2, Paragraph 1 of the Securities and
Exchange Act, a by-election shall be held at the
next shareholders’ meeting to fill the vacancy.
When the Independent Directors are dismissed,
an Extraordinary Shareholders’ Meeting shall be
held to fill the vacancy.
Article 6 Article 6
Pursuant to Article 198 of the Company Act, the The election of directors shall adopt the
election of directors shall adopt signed vote and Cumulative Voting System.
the Cumulative Voting System.
Each share shall have the same number of voting
Each share shall have voting rights in number rights as the number of directors to be elected,
equal to the directors to be elected, and such and such rights can be combined to vote for one
rights can be combined to vote for one candidate candidate or divided to vote for several
or divided to vote for several candidates. candidates.
Article 7 Article 7
The Company shall prepare ballots. Each ballot The Board of Directors shall prepare ballots in
shall be numbered corresponding to the the same number as the directors to be elected.
attendance pass serial number, contain the Each ballot shall contain the number of voting
number of voting rights, and be distributed to the rights and shall be distributed to the attending
----- End of picture text -----

42

attending shareholders. shareholders. The electors’ names can be
replaced by the attendance pass serial number
printed on the ballot paper.
Article 8
In accordance with the Company’s Articles of
Incorporation, the respective number and voting
rights for independent and non-independent
directors shall be determined and calculated
separately.
The winners of the election shall be determined
in descending order of the number of votes
received by the candidates.
A tie between two or more candidates with the
same number of votes shall be resolved by a
draw. The chairman would draw on behalf of
any absent candidates.
Article 8
Before the election starts, the chairman shall
appoint several scrutineers and poll clerks to
perform the duties of vote scrutiny and counting.
Article 9
Before the election starts, the chairman shall
appoint several scrutineers and poll clerkswith
shareholder statusto perform the duties of vote
Article 9
The ballot boxes shall be prepared by the Board
of Directors and be publicly inspected by the
scrutineer before voting commences.
scrutiny and counting.
The ballot boxes shall be prepared by the Board
of Directors and be publicly inspected by the
scrutineer before voting commences.
“”
Article 10
A voter shall fill in in the “candidate” column on
the ballot such candidate’s name and shareholder
code or ID number when the said candidate is a
shareholder.
However, when the candidate is a government or
a juridical person, the names of both the
government or juridical person and the
A voter shall fill in in the candidate column on
the ballot such candidate’s name and shareholder
code or ID number when the said candidate is a
shareholder.
However, when the candidate is a government or
corporate shareholder, the names of both the
government or corporate shareholder and the
representative shall be stated on the ballot.

43

representative shall be written.
When there’re several representatives, the names
of all representatives shall be listed.
When there’re several representatives, the names
of all representatives shall be stated on the
ballot.
Article 11
A ballot shall be deemed void under any of the
following circumstances:
1. The ballot was not prepared by the Board.
2. A blank ballot is placed in the ballot box.
3. The writing is indecipherable or has been
altered.
4. When the candidate’s name does not conform
with what was given on the candidates’ list upon
cross-checking.
5. Any ballot that obtain words or marks other
than the information of the candidates.
6. The candidate’s name is identical to that of
another shareholder, but no supportive
information such as shareholder code or ID
number is provided to verify such individual.
7. Two or more candidates are written on the
same ballot, unless the ballot is intended for this
condition.
Article 10
A ballot shall be deemed void under any of the
following circumstances:
1. The ballot was not prepared by the Board.
2. A blank ballot is placed in the ballot box.
3. The writing is illegible or has been altered.
4. When the candidate’s name does not conform
with what was given on the candidates’ list upon
cross-checking.
5. Any ballot that has been marked with any
wording other than the information of the
candidates.
Article 12
The chairman shall appoint several scrutineers
and poll clerks. The ballot box shall be set up for
the election and be opened by the scrutineer after
the voting.
Elections for independent and non-independent
directors shall be held at the same time but
counted and elected separately.
Article 11
The ballot box shall be opened on site for
counting immediately after the voting. The
ballots shall be counted under the supervision of
the scrutineers.
The chairman shall announce the list and votes
of the elected directors on site.

44

Article 13
The ballots shall be counted under the
supervision of the scrutineers.
The chairman shall announce the results on site.
The ballot papers for election matters shall be
sealed and signed by the scrutineer and shall be
properly kept for at least one year. However,
ballots in connection with lawsuits filed by
shareholders in accordance with Article 189 of
the Company Act shall be kept until the lawsuit
concludes.
Article 14
The Board of Directors shall send notifications
to each of the individuals elected.
Article 12
The Board of Directors shall send notifications
to each of the individuals electedas directors.
Article 15
Matters not covered in this Procedures shall be
governed by the Company Act, Articles of
Incorporation and any relevant laws and
regulations.
Article 15
(Article deleted)

45

Appendix 1

SUNKO INK CO., LTD

Rules of Procedures for Shareholders’ Meeting

Article 1

Unless otherwise provided by law or the Articles of Incorporation, the Shareholders Meetings of the Company shall be conducted in accordance with the Rules of Procedures for Shareholders’ Meeting (hereinafter “the Rules”).

Article 2

The Company shall specify the time and venue for attendance sign-ins and other imperative matters on the Notice of Shareholders’ Meeting.

The aforementioned time for signing in shall be at least 30 minutes before the meeting commences. The venue for attendance sign-ins shall be indicated clearly and the sign-in process shall be handled by appropriate personnel.

Shareholders and their proxies (hereinafter, the "Shareholders") shall attend the meeting with attendance card, sign-in card, or other attendance document. The proxy solicitor shall also provide identity documents for verification.

The Company shall set up a signature book for attending Shareholders to sign in. Alternative, Shareholders attending the meeting shall submit the attendance card in lieu of signing in. Attendance at the meeting shall be calculated based on the signature book or the received attendance card. The votes of the meeting may be exercised in writing or by electronic means. Except otherwise regulated in relevant laws and regulations, such votes shall be counted in determining the said number of shares of attending Shareholders.

The Company shall furnish attending Shareholders with the meeting agenda book, annual report, attendance card, speaker’s slips, voting ballots, and other meeting materials. Where there is an election of directors, election ballots shall be furnished as well.

46

When the government or a corporate person is a shareholder, it may be represented by more than one representative at the Meeting. When a corporate person is appointed to attend as proxy, it may designate only one person to represent it in the Meeting.

Article 3

The chairman shall call the meeting to order when a majority Shareholders are present at the Meeting. However, when the attending Shareholders do not represent half of the total number of issued shares, the chairman may postpone the time for the Meeting. No more than two such postponements, for a combined total of no more than one hour, may be made.

If the quorum is not met after two postponements, but the attending Shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted (pursuant to Article 175 of the Company Act). When the number of the attending Shareholders reaches the statutory number, the chairman shall call the meeting to order, and resubmit the tentative resolution.

Article 4

The shareholders' meeting shall proceed exactly in accordance with the agenda unless changed by the shareholders' meeting resolution. The shareholders’ meetings that are convened by the board of directors shall be chaired by the chairman. When the chairman is on leave of absence or for any reason unable to exercise the powers of the chairman, the board shall consign another delegate to be his/her proxy pursuant to the Company Act. The director who serve as chairman shall have serve his/ her post for more than six months and be familiar with the Company’s financials and operations. The same applies to the director who represents a corporate person.

The preceding paragraph shall apply mutatis mutandis where a shareholders’ meeting is convened by a party other than the board of directors.

The chairman shall not declare the meeting adjourned prior to the completion of deliberation on the meeting agenda as specified in the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders’ meeting.

If the chairman violates the rules of Procedures and announces adjournment, other members of the

47

board of directors shall vote to elect one delegate to serve as chairman with more than half of the attending shareholders’ voting rights and continue the meeting.

Article 5

The Company shall tape-record or videotape the whole process of the meeting, and properly keep the record for at least 1 year. During the meeting, the chairman may announce a recess at such time as the chairman thinks appropriate.

If a shareholder files a lawsuit against the abovementioned recorded audio-visual materials, according to Article 189 of the Company Act, the documents shall be retained until the end of the litigation.

Article 6

Before speaking, a shareholder shall submit a speaker’s slip bearing his/ her name and attendance card number. The chairman shall determine the sequence of speeches by shareholders.

Article 7

The Meeting shall proceed in accordance with the agenda. If any shareholder violates or exceeds the scope of the discussion issue, the chairman shall stop the shareholder from speaking.

Article 8

Each shareholder shall not speak more than five minutes. Only under the permission of the chairman shall the shareholder extend his/ her speech for three more minutes. If such shareholder goes beyond the allocated time, the chairman shall stop the shareholder from speaking.

Article 9

Each shareholder shall not speak more than twice on the same discussion issue.

Article 10

The chairman shall announce the discussion closed and call for a vote, if the chairman deems it appropriate.

48

Article 11

Unless otherwise provided by the Company Act, a resolution shall be passed if it is agreed by half of the attending shareholders. When no dissenting opinion is expressed, a resolution shall be deemed passed with the same validity as agreed by voting.

For issues involving the interest of specific shareholders and may jeopardize the interest of the Company as well, such shareholders shall not take part in the voting and shall not exercise voting rights as proxy for any other shareholder.

Vote counting for proposals or elections shall be conducted in public at the place of the meeting. Immediately after the completion of vote counting, the results of the voting, including the statistical tallies of the number of votes, shall be announced on site and duly recorded.

Article 11-1

The election of directors at a shareholders’ meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the list of names of those elected as directors and the numbers of votes with which they are elected.

Article 12

In case of an air-raid alert, the adjournment or suspension of the meeting shall be announced immediately. Shareholders shall take action to evacuate from the building and resume the meeting an hour after the alert is lifted.

Article 13

Matters not covered in this Procedures shall be governed by the Company Act and any relevant laws and regulations.

Article 14

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The rules herein shall be enforced after being approved at the shareholders’ meeting. The same shall apply to any amendments.

The Rules were established on 25 May 1991.

The 1st Amendment was made on 5 June 2002.

The 2nd Amendment was made on 14 June 2012.

The 3rd Amendment was made on 24 June 2013. The 4th Amendment was made on 4 May 2016.

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Appendix 2

SUNKO INK CO., LTD

Articles of Incorporation

Chapter 1 General Provisions

  • Article 1 The Company is incorporated pursuant to the relevant regulations set forth in the Company Act with the name of SUNKO INK CO., LTD (hereinafter “the Company”).

  • Article 2 The Company is engaged in the following business:

  • C301010 Yarn Spinning Mills

  • C801010 Basic Industrial Chemical Manufacturing

  • C801030 Precision Chemical Materials Manufacturing

  • C801060 Synthetic Rubber Manufacturing

  • C801100 Synthetic Resin & Plastic Manufacturing

  • C801110 Fertilizers Manufacturing

  • C801990 Other Chemical Materials Manufacturing

  • C802041 Western Medicines Manufacturing

  • C802070 Agro-Pesticides Manufacturing

  • C802080 Pesticides Manufacturing

  • C802100 Cosmetics Manufacturing

  • C802120 Industrial Catalyst Manufacturing

  • C802170 Poisonous Chemical Material Manufacturing

  • C802200 Paints, Varnishes, Lacquers, Dyeing Mills and Dyestuff Manufacturing

  • C802990 Other Chemical Products Manufacturing

  • C805010 Plastic Sheets, Pipes and Tubes Manufacturing

  • C805020 Plastic Sheets and Bags Manufacturing

  • C805030 Plastic Made Grocery Manufacturing

  • C805990 Other Plastic Products Manufacturing

  • F107010 Wholesale of Paints, Varnishes and Lacquers

51

  1. F107020 Wholesale of Dyeing Mills and Dyestuff 22. F107040 Wholesale of Agro-Pesticides 23. F107050 Wholesale of Manure 24. F107060 Wholesale of Poisonous Chemical Material 25. F107080 Wholesale of Pesticides 26. F107170 Wholesale of Industrial Catalyst

  2. F107190 Wholesale of Plastic Sheets and Bags 28. F107200 Wholesale of Chemical Materials 29. F107990 Wholesale of Other Chemical Materials 30. F108040 Wholesale of Cosmetics 31. F207010 Retail Sale of Paints, Varnishes and Lacquers 32. F207020 Retail Sale of Dyeing Mills and Dyestuff

  3. F207040 Retail Sale of Agro-Pesticides

  4. F207050 Retail Sale of Manure

  5. F207060 Retail Sale of Poisonous Chemical Material

  6. F207080 Retail Sale of Pesticides

  7. F207170 Retail Sale of Industrial Catalyst

  8. F207190 Retail Sale of Plastic Sheets and Bags

  9. F207200 Retail Sale of Chemical Materials

  10. F207990 Retail Sale of Other Chemical Materials

  11. F208040 Retail Sale of Cosmetics

  12. F211010 Retail Sale of Building Materials

  13. F213080 Retail Sale of Machinery and Equipment

  14. F401010 International Trade

  15. ZZ99999 Except where permits are required, to run operations not forbidden or limited by laws and regulations

Article 3 The Company is headquartered in Taichung City and may establish branch companies domestically or overseas at the resolution by the Board of Directors where necessary.

Article 4 The Company shall render external guarantees depending upon the business needs. The operation procedure thereof shall be handled pursuant to the Endorsement and Guarantee Procedures.

52

Chapter 2 Capital Stock

Article 5 The total capital of the Company shall be in the amount of $2.5 billion, divided into 250 million shares with a par value of $10 each. The Board of Directors is authorized to conduct issuance in installments. Article 6 The shares of the Company shall be registered, which shall be signed or sealed by at least three directors, and the shares shall be appropriately serial numbered, and certified by the competent authority. Shares issued by the Company may be exempted from printing the share certificates. However, they shall be registered by the Taiwan Depository & Clearing Corporation. Article 7 (Article Deleted) Article 8 (Article Deleted) Article 9 (Article Deleted)

  • Article 10 Any registration or change of shares shall not be conducted within 60 days prior to the general shareholders’ meeting, 30 days prior to the extraordinary shareholders’ meeting, or 5 days prior to the date for the distribution of dividends or other interests by the Company.

  • Article 11 The share related affairs of the Company shall be conducted pursuant to the relevant rules and regulations prescribed by the competent authority.

Chapter 3 Shareholders’ Meeting

  • Article 12 There are two types of shareholders’ meetings: the general meetings and the extraordinary meetings.

  • (1) General meetings shall be held within 6 months after the end of each fiscal year.

  • (2) The Extraordinary Meetings shall be duly convened, if necessary, in accordance with the relevant laws.

  • Article 13 Pursuant to Article 177 of the Company Act and Article 25-1 of Securities Exchange Act, a shareholder may appoint a proxy to attend the meeting on his/ her behalf. A signed or sealed proxy letter shall be given upon appointing a proxy.

53

  • Article 14 The chairman shall be the chairperson of the shareholders’ meetings. In case the chairman is absent, he/she may designate one director to act as a proxy. In case where no designation of proxy is made, the Directors shall elect the chairperson amongst themselves.

  • Article 15 Except under the circumstances set forth in the Company Act, each shareholder shall be entitled one voting right for each share.

  • Article 16 The shareholders' meeting shall proceed exactly in accordance with the agenda unless changed by the shareholders' meeting.

  • Unless otherwise provided by the Company Act, a resolution shall be passed if it is agreed by the majority of the attending shareholders, and such attending shareholders shall present more than half of the number of shares issued.

  • Article 17 Pursuant to Article 183 of the Company Act.

  • Resolutions adopted by the Shareholders’ Meeting shall be recorded in a meeting minute signed by or affixed with the personal seal of the chairman. The meeting minute shall be distributed to all the shareholders within 20 days after the shareholders’ meeting.

The meeting minute shall contain information such as the time and venue of the meeting, name of the chairman of the meeting, and a summary and outcome of all proceedings of the meeting.

Chapter 4 Board of Directors

  • Article 18 The Company shall have five to nine Directors.

The term of office for Directors shall be three years and the Directors shall be eligible for re-elections.

The election of the Directors shall adopt the candidate nomination system. The shareholders shall elect the Directors from the list of candidates given by the Company.

  • Relevant matters of the professional qualification, nomination and election as well as other necessary requirements shall comply with the Company Act, Securities Exchange Act, and other relevant laws and regulations.

The Company shall purchase liability insurance for directors with

54

respect to their liabilities based on their duties and terms. Article Pursuant to Article 14-2 of the Securities Exchange Act, among the 18-1 directors, there shall be no less than three Independent Directors. The number of Independent Directors shall be no less than one fifth of the directors.

  • Each share shall have voting rights in number equal to the directors to be elected, and such rights can be combined to vote for one candidate or divided to vote for several candidates. The candidate whom the most votes cast for shall be the Director. Elections for independent and non-independent directors shall be held at the same time but counted and elected separately.

  • Article Pursuant to Article 14-4 of the Securities Exchange Act, the Company 18-2 shall establish Audit Committee, consisting of all Independent Directors. Duties and rules to abided by of the Audit Committee shall be conducted in accordance to the Company Act, the Securities Exchange Act, the Articles of Incorporation and other relevant laws and regulations.

  • Article 19 When one third of the Board become vacant or when all the Independent Directors are discharged, the Board shall convene an extraordinary shareholders meeting within 60 days to re-elect, and the tenure thereof shall be the remaining terms of the vacancy.

  • When an Independent Director is discharged from his/ her position, the Board shall fill the vacancy during the next shareholders meeting.

  • Article 20 When new directors are not elected in time before the expiration of the tenure of the existing directors, the said tenure shall be extended until the new directors are elected and assumed their office.

  • Article 21 The directors shall form a Board of Directors. The chairman and vice chairman shall be elected by and from among the directors with the attendance of more than two-thirds of the directors. The chosen chairman shall conduct all the business of the Company pursuant to the laws and regulations, Articles of Incorporation and resolutions adopted at the shareholders’ meetings and directors’ meetings.

  • Article Directors of this Company are not restricted to the “non-compete clause” 21-1 from Article 209 of the Company Act. This article is only applicable to Article 2-11 to 2-23 of the Articles of Incorporation. Also, one shall

55

explain to the shareholders meeting about the contents of such action and obtain approvals from the shareholders.

Article 22 The business policies and other important matters shall be determined by the Board.

  • Except for the first meeting of each term of the Board, which shall be convened and presided pursuant to Article 203 of the Company Act, all other Board meetings shall be convened and presided by the chairman. When the chairman is unable to perform his/ her duties, he/ she may designate a director to act on his/ her behalf. In case there is no appointed delegate, the directors shall elect one from among themselves.

  • Article 23 Unless otherwise provided in the Company Act, the Board meetings shall be attended by a majority of the directors. When a director cannot attend the meeting, he/ she may appoint another director to act on his/ her behalf, by presenting a power of attorney stating the scope of authorization regarding each matter proposed to be dealt with at the meeting, provided that such appointment shall be limited to one director only.

  • Article The Board meeting shall be convened at least once every three months. 23-1 The notices of meeting shall indicate the subjects of the meeting and be delivered to all Directors seven days prior to the scheduled date. When urgent, a meeting may be convened at any time. The notices of meeting shall be sent by means of fax or email.

  • Article 24 Resolutions at a Board meeting shall be recorded in a meeting minute signed by or affixed with the personal seal of the chairman. The meeting minute shall be distributed to all Directors within 20 days after the Board meeting and shall contain information such as a summary and outcome of all proceedings of the meeting.

  • Article 25 The Company shall abolish the supervisor procedures when establishing an Audit Committee. The Audit Committee or its members shall be responsible for performing duties that are provided under the Company Act, Securities and Exchange Act, and other relevant laws and regulations.

  • Article Whether the Company makes profit or not, the Board shall give 25-1 compensation to the directors who have performed their duties. The

56

Board is authorized to decide the compensation to directors according to his/her contribution to the operation and involvement in the operation of the Company, comparable to peers’ levels.

Chapter 5 Managers and Personnel

Article 26 The Company shall appoint one or more managers. The appointment, removal, and compensation of the managers shall be approved by more than 50% of the attending directors who shall be more than 50% of all directors.

  • Article 27 The Company may, by resolution of the Board, retain consultants or key officers. (Pursuant to Article 23)

  • Article 28 Appointment of other personnel shall be arranged according to the Company Personnel Rules and Procedures.

Chapter 6 Accounting

  • Article 29 The Board shall prepare the following reports after the end of each fiscal year and submit to the Audit Committee for auditing thirty days prior to the general shareholders’ meeting for their ratifications.

  • (1) Business Report

  • (2) Financial Statements

  • (3) Proposal of distribution of earnings or Covering of losses.

  • Article 30 If the Company has profits in a fiscal year, it shall set aside 3% of the profits as employee bonuses and nor more than 1% of the profit as director compensation. However, if the Company has accumulated losses, it shall first reserve a certain amount for offsetting losses, then allocate for the employee bonuses and director compensation proportionally from the remaining amount.

  • Employees bonuses shall be distributed in forms of stock or cash.

  • Both employees’ bonuses and directors compensation are resolved by over half of the votes at a Board of Directors meeting attended by at least two-thirds of the total number of directors and shall be reported to

57

the shareholders’ meeting.

Article

Article When allocating the earnings, the Corporation shall first estimate and 30-1 reserve the taxes to be paid, offset its losses, set aside a legal capital reserve at 10% of the remaining earnings provided that the amount of accumulated legal capital reserve has not reached the amount of the paid-in capital of the Corporation, then set aside a special capital reserve in accordance with relevant laws or regulations or as requested by the authorities in charge. The Board shall submit proposals to the shareholders’ meeting for resolution.

Except under conditions governed by the Company Act and the Articles of Incorporation, concerning the concept of going concern, distribution of earnings shall be proposed during the shareholders’ meeting each year, depending on the business results, financial status, and capital planning.

The total amount of dividends shall be less than 20% of amount of cash dividends distributed.

Chapter 7 Supplementary Provisions

  • Article 31 The Board shall determine the company bylaws and the detailed procedures.

  • Article 32 Issues that are not fully addressed in the Articles of Incorporation shall be processed in accordance with the Company Act and other relevant rules and regulations.

  • Article 33 These Articles of Incorporation were established on 11 December 1974. The first amendment was made on 30 June 1975. The second amendment was made on 18 May 1976.

The third amendment was made on 30 August 1977.

The fourth amendment was made on 10 November 1978.

The fifth amendment was made on 5 September 1980. The sixth amendment was made on 14 October 1980. The seventh amendment was made on 4 April 1981. The eighth amendment was made on 2 August 1981.

58

The nineth amendment was made on 5 May 1985. The tenth amendment was made on 19 June 1986. The eleventh amendment was made on 30 June 1987. The twelfth amendment was made on 15 August 1988. The thirteenth amendment was made on 3 September 1989. The fourteenth amendment was made on 17 October 1990. The fifteenth amendment was made on 25 May 1991. The sixteenth amendment was made on 27 June 1992. The seventeenth amendment was made on 12 June 1993. The eighteenth amendment was made on 14 May 1994. The nineteenth amendment was made on 12 August 1994. The twentieth amendment was made on 17 May 1995. The twenty-first amendment was made on 10 June 1995. The twenty-second amendment was made on 2 March 1996. The twenty-third amendment was made on 23 May 1997. The twenty-fourth amendment was made on 4 November 1997. The twenty-fifth amendment was made on 29 May 1998. The twenty-sixth amendment was made on 24 May 1999. The twenty-seventh amendment was made on 22 June 2000. The twenty-eighth amendment was made on 5 June 2002. The twenty-nineth amendment was made on 16 June 2005. The thirtieth amendment was made on 15 June 2006. The thirty-first amendment was made on 4 June 2010. The thirty-second amendment was made on 30 June 2011. The thirty-third amendment was made on 14 June 2012. The thirty-fourth amendment was made on 24 June 2013. The thirty-fifth amendment was made on 28 April 2015. The thirty-sixth amendment was made on 16 December 2015. The thirty-seventh amendment was made on 4 May 2016.

59

Appendix 3

SUNKO INK CO., LTD

Shareholdings of all Directors

As of 12 April 2021 of 12 April 2021
Title Name Number of Shares Held Shareholding (%)
Chairman KT
Investment
Company,
Limited

10,209,010
5.40%
Director Chiaoli Investment Company,
Limited

6,503,902
3.44%
Director Jung-Fu Hsiao 313,645 0.17%
Independent Director Shih-Jen Li 0 0.00%
Independent Director Yen-Chung Zou 0 0.00%
Independent Director Yen-Ting Lin 0 0.00%
Shareholdings of all Directors 17,026,557 9.01%
Note:
The number of shares legally required to be held by all Directors: 11,339,714 shares.
The number of shares legally required to be held (as of 12 April 2021) by all Directors:
17,026,557 shares
The percentage of shareholding of all Directors, other than three Independent Directors, shall
be decreased to 80%.

60