TAINAN SPINNING - AGM Information 2021

Stock Code: 1440

Tainan Spinning Co., Ltd. 2021 Annual General Meeting

Meeting Handbook

Time: 10:00 a.m., June 16, 2021

Venue: No. 261, Nanmen Rd., South Dist., Tainan City (the conference hall on the first floor at the Labor Recreation Center of Tainan City)

	Page
Chapter 1 Rules of Procedures for Shareholders’ Meetings	1
Chapter 2 Meeting Procedures	9
Chapter 3 Meeting Agenda	10
Chapter 4 Reports	10
Chapter 5 Ratifications	11
Chapter 6 Discussions	11
Chapter 7. Attachments
I. 2020 Business Report	13
II. 2020 Independent Auditor’s Report and Financial Statements	18
III. Audit Committee’s Review Report	43
IV. Comparison Table for Amendments to the Rules of Procedures for Board Meetings	44
V. Articles for Drafting the Code of Ethical Conduct	45
VI. Earnings Distribution Statement for 2020	48
VII. Existing Rules for Election of Directors	49
VIII. New Procedures for Election of Directors	51
IX. Comparison Table for the Amendments to the Articles of Association	54
X. Comparison Table for the Amendments to the Rules of Procedures for Shareholders' Meetings	55
Chapter 8. Appendixes
I. Articles of Association	56
II. The Minimum Number of Shares to be Held by All Directors and Their Respective Shareholding	62

Rules of Procedures for Shareholders’ Meetings of Tainan Spinning Co., Ltd.

Approved at the General Shareholders’ Meeting on June 17, 2020

Article 1

To establish a strong governance system, improve sound supervisory capabilities for the Company's shareholders' meetings, and strengthen management capabilities, these Rules are adopted pursuant to Article 5 of the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies.

Article 2

The Company's Rules of Procedures for shareholders' meetings, except as otherwise provided by laws, regulations, or the Articles of Association, shall be as provided in these Rules.

Article 3 (Convening of Shareholders' Meetings and Notices on Shareholders' Meetings)

Unless otherwise provided by laws or regulations, the Company's shareholders' meetings shall be convened by the Board of Directors.
The Company shall prepare electronic versions of the shareholders' meeting notices and power attorneys, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of Directors, and upload them to the Market Observation Post System (MOPS) 30 days prior to the date of a general shareholders' meeting or 15 days prior to the date of a special shareholders' meeting. The Company shall prepare electronic versions of the shareholders' meeting agenda and supplemental meeting materials and upload them to the MOPS 21 prior to before the date of the general shareholders' meeting or 15 days prior to the date of the special shareholders' meeting. In addition, 15 days prior to the date of the shareholders' meeting, the Company shall also have prepared the shareholders' meeting agenda and supplemental meeting materials and made them available for review by shareholders any time. The meeting agenda and supplemental materials shall also be displayed at the Company and the professional shareholder services agent designated thereby as well as being distributed on-site at the meeting place. The reasons for convening a shareholders' meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.

The election or removal of directors, change of Articles of Association, reduction of capital, application for suspension of public issuance, permit for director's business competition, surplus to capital increase, public reserve to capital increase, dissolution, merger, division of the Company, or the matters referred to in Paragraph 1 of Article 185 of the Company Act shall be listed in the reasons for convening the meeting and the main contents shall be stated, which shall not be put forward by extraordinary motion; the main contents may be placed in

the securities authority or the Company's designated website, and its website address shall be specified in the notice.

Where the reasons for convening the shareholders' meeting already specify the election of all directors and the date elected directors take office, once the election is completed in the shareholders' meeting, the date the elected directors take office may not be changed by extempore motions or other methods in the same meeting.

A shareholder holding 1 percent or more of the total number of issued shares may submit a proposal to the Company for discussion at a general shareholders meeting, and the proposal shall only involve a matter to be discussed. No proposal involving more than one matters shall be discussed at any general shareholders' meeting. However, a shareholder proposal proposed for urging the Company to promote public interests or fulfilling its social responsibilities may still be included in the list of proposals to be discussed at a general shareholders' meeting by the Board of Directors. In addition, any circumstances specified in Subclause 4, Clause 1, Article 172 of the Company Act shall be excluded from the agenda by the Board of Directors.

Prior to the book closure date before a general shareholders' meeting is held, the Company shall publicly announce that it will receive shareholder proposals, methods of accepting proposals by correspondence or electronically, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days. Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the general shareholders' meeting and take part in discussion of the proposal.

Prior to the date for issuance of notice of a shareholders' meeting, the Company shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders' meeting, the Board of Directors shall explain the reasons for exclusion of any shareholder proposals from the agenda.

Article 4

For each shareholders' meeting, a shareholder may appoint a proxy to attend the meeting by presenting the power attorney issued by the Company and stating the scope of authorization. A shareholder shall issue one power attorney and entrust one proxy only, and shall deliver the power attorney to the Company five days before the shareholders' meeting; if more than one power attorneys are delivered, the earliest one received by the Company shall prevail. However, a statement to revoke an earlier power attorney is not subject to the aforementioned rule. After a power attorney has been delivered to the Company, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice for canceling the power attorney shall be submitted to the Company 2 days prior to the meeting date. If the cancellation notice is not submitted by the aforementioned deadline, votes cast at the meeting by the proxy shall prevail.

Article 5 (Principles Determining the Time and Place of a Shareholders' Meeting)

The venue for a shareholders' meeting shall be the premise of the Company, or a place easily accessible to shareholders and suitable for a shareholders' meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.

Article 6 (Preparation of Documents such as the Attendance Book)

The Company shall specify in its shareholders' meeting notices the time during which shareholder attendance registrations will be accepted, the place to register for attendance, and other matters for attention.

The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes before the meeting commences. The place at which attendance registrations are accepted shall be clearly indicated and a sufficient number of suitable personnel assigned to handle the registrations.

Shareholders and their proxies (collectively, "shareholders") shall attend shareholders' meetings based on attendance cards, sign-in cards, or other certificates of attendance. The Company may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting power attorneys shall also bring identification documents for verification. The Company shall furnish the shareholders present with an attendance book to sign, or the shareholders present may hand in a sign-in card in lieu of signing in.

The Company shall furnish the shareholders present with the meeting handbook, annual report, attendance card, speaker’s note, voting slip, and other meeting materials. Where there is an election of directors, a voting ballot shall also be furnished.

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

Article 7 (Chairman and Participants of a Shareholders' Meeting)

If a shareholders' meeting is convened by the Board of Directors, the meeting shall be chaired by the Chairman of the Board. When the Chairman of the Board is on leave or for any reason unable to exercise the powers of the Chairman, the Vice Chairman shall act in place of the Chairman; if there is no Vice Chairman or the Vice Chairman also is on leave or for any reason unable to exercise the powers of the Vice Chairman, the Chairman shall appoint one of the managing directors to act as chairperson, or, if there are no managing directors, one of the directors shall be appointed to act as chairperson. Where the Chairman does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chairperson.

Any managing director or director who is appointed as chairperson for the shareholders' meeting pursuant to the preceding paragraph shall have held office for at least six months.

and be familiar with the financial and business conditions of the Company. The same requirements shall apply if the chairperson for the meeting is a director representative of a juristic person.

It is advisable that shareholders' meetings convened by the Board of Directors be chaired by the chairman of the Board in person and attended by a majority of the directors, at least one independent director in person, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes.

If a shareholders' meeting is convened by a party with power to convene but other than the Board of Directors, the convener shall chair the meeting. When there are two or more such conveners, they shall mutually select a chairperson from among themselves.

The Company may appoint its attorneys, certified public accountants, or related persons to attend a shareholders' meeting in a non-voting capacity.

Article 8 (Documentation of a Shareholders' Meeting by Audio or Video)

The Company, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders' meeting, and the voting and vote counting procedures. The aforementioned audio and video data shall be kept for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.

Article 9.

Attendance at shareholders' meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book or sign-in cards handed in plus the number of shares whose voting rights are exercised by correspondence or electronically.

The chairperson shall call the meeting to order at the appointed meeting time. However, when the shareholders present do not represent a majority of the total number of issued shares, the chair may announce an adjournment, provided that no more than two such adjournments, for a combined total of no more than 1 hour, may be made. If the quorum is not met after two adjournments and the shareholders present still represent less than one third of the total number of issued shares, the chairperson shall declare the meeting adjourned.

If the quorum is not met after two adjournments as referred to in the preceding paragraph, but the shareholders present represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Paragraph 1, Article 175 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders' meeting shall be convened within 1 month.

When, prior to conclusion of the meeting, the shareholders present represent a majority of the total number of issued shares, the chairperson may resubmit the tentative resolution for a vote by the shareholders' meeting pursuant to Article 174 of the Company Act.

Article 10 (Discussion of Proposals)

If a shareholders' meeting is convened by the Board of Directors, the meeting agenda shall be set by the Board of Directors. The relevant proposals (including extraordinary motions and amendment to original proposals) shall be decided by voting on a case-by-case basis. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders' meeting.

The provisions of the preceding paragraph apply mutatis mutandis to a shareholders' meeting convened by a party with the power to convene that is not the Board of Directors.

The chairman may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders' meeting. If the chairman declares the meeting adjourned in violation of the rules of procedures, the other members of the Board of Directors shall promptly assist the shareholders present in electing a new chairperson in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.

The chairman shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chairperson is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chairperson may announce the discussion closed and call for a vote.

Article 11 (Shareholder's Speech)

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

Any shareholder present at the meeting who submit a speaker’s slip without making a speech is regarded as not giving a speech. If the content of a speech is inconsistent with the content of the speaker’s slip, the content of the speech shall prevail.

Except with the consent of the chairperson, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda, the chairperson may terminate the speech.

When a shareholder present speaks, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chairperson and the shareholder who is giving the speech; the chairperson shall stop any violation.

Where a corporate shareholder appoints two or more representatives to attend the shareholders’ meeting, only one representative can give a speech for the same proposal. After a shareholder present has spoken, the chairperson may respond in person or direct relevant personnel to respond.

Article 12 (Calculation of Voting Shares and Recusal System)

Voting at a shareholders' meeting shall be calculated based the number of shares.

With respect to resolutions of shareholders' meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.

When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the Company, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.

The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by the shareholders present.

With the exception of a trust or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 3% of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.

Article 13

A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Paragraph 2, Article 179 of the Company Act.

When the Company holds a shareholders' meeting, it may allow the shareholders to exercise voting rights by correspondence or electronic means. When voting rights are exercised by correspondence or electronic means, the method of exercising shall be specified in the shareholders' meeting notice. Shareholders who exercise their voting rights in writing or electronically means shall be deemed to have attended the meeting in person. However, the shareholder shall be regarded to have abstained for extempore motions or revision of the original proposals. Thus, it is advised that the Company shall avoid proposing extempore motions or revising the original proposals.

Where those who exercise the voting rights in writing or electronically in the preceding paragraph shall send the said voting rights to the Company 2 days before the shareholders’ meeting; where there are repetitive votes, whichever occurs first shall prevail. However, those who state to revoke the preceding paragraph are not subject to this provision. After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders' meeting in person, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to the Company, by the same means by which the voting rights were exercised, 2 days prior to the date of the shareholders' meeting. Where the voting rights are exercised in writing or electronically, and a proxy is entrusted to attend

the shareholders’ meeting, the voting rights exercised by the entrusted proxy shall prevail. Except as otherwise provided in the Company Act and in the Company's Articles of Association, the proposal shall require an affirmative vote of a majority of the voting rights represented by the shareholders present. At the time of voting, for each proposal, the chairperson or a person designated by the chairperson shall first announce the total number of voting rights represented by the shareholders present, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.

Where there is an amendment or an alternative to the same proposal, the chairperson shall decide its order of voting along with the original proposal. Where either of the amendment, alternative, and original proposal has been approved, the other two shall be regarded as objected, and no further votes are required.

Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company. Vote counting for shareholders' meeting proposals or elections shall be conducted in public at the place of the shareholders' meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.

Article 14 (Election of Directors and/or Supervisors)

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 names of those elected as directors and the numbers of votes with which they were elected.

The votes for the election referred to in the preceding paragraph shall be sealed and signed by the vote monitoring personnel and kept properly for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.

Article 15

Matters related to the resolutions of a shareholders' meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chairperson of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The production and distribution of the meeting minutes may be effected by electronic means.

The distribution of the meeting minutes as described in the preceding paragraph shall be conducted by a public announcement of the Market Observation Post System.

The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chairperson's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their results, and shall be retained for the duration of the

existence of the Company. The meeting minutes shall be retained throughout the existence of the Company.

Article 16 (Public Disclosure)

On the day of a shareholders' meeting, the Company shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies, and shall expressly disclose the same at the place of the shareholders' meeting.

If matters put to a resolution at a shareholders' meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation regulations, the Company shall upload the content of such resolution to the MOPS within the prescribed time period.

Article 17 (Maintaining Order of Meeting)

Staff handling administrative affairs of a shareholders' meeting shall wear identification cards or arm bands.

The chairman may direct the proctors or security personnel to help maintain order at the meeting venue. When proctors or security personnel help maintain order of the meeting, they shall wear an identification card or armband bearing the word "Proctor".

At the venue of a shareholders' meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the chairperson may prevent the shareholder from so doing.

When a shareholder violates the rules of procedures and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chairperson may direct the proctors or security personnel to escort the shareholder from the meeting.

Article 18 (Recess and Resumption of a Shareholders' Meeting)

When a meeting is in progress, the chairperson may announce a break based on time considerations. If a force majeure event occurs, the chairperson may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.

If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders' meeting may adopt a resolution to resume the meeting at another venue. A resolution may be adopted at a shareholders' meeting to defer or resume the meeting within 5 days in accordance with Article 182 of the Company Act.

Article 19

These Rules, and any amendments hereto, shall be implemented after adoption by shareholders' meetings.

Procedures for 2021 Annual Shareholders’ Meeting of Tainan Spinning Co., Ltd.

I. Call the Meeting to Order
II. Chairperson's Remarks
III. Reports
IV. Ratifications
V. Discussions
VI. Extraordinary Motions

VII. Adjournment

Agenda of 2021 Annual Shareholders' Meeting of Tainan Spinning Co., Ltd.

I. Time: 10:00 a.m., June 16, 2021 (Wednesday)

II. Place: No. 261, Nanmen Rd., South Dist., Tainan City (the conference hall on the first floor at the Labor Recreation Center of Tainan City)

III. Call the Meeting to Order

IV. Chairperson's Remarks

V. Reports:

(I) The Company's 2020 Business Report. (Please refer to pages 13~42 of the Handbook for Attachment I and II ).
(II) The Audit Committee's Review Report on the Company’s 2020 Financial Statements. (Please refer to Page 43 of the Handbook for Attachment III ):

(III) Reports on the Company’s Endorsement and Guarantee for the Companies that Conduct Business with the Company.

As of the end of December (2020), the Company did not engage in any endorsement or guarantee; only the subsidiary Tainan Spinning Holding (Cayman Islands) Ltd. made an endorsement/guarantee amounting to NT$91,069 thousand (US$ 3,197,650) for Bao Minh Textile Joint Stock Company, and the actual amount drawn was NT$66,572 thousand (US$2,337,500). The case is hereby submitted for approval in accordance with regulations.

(IV) Report on the Company’s Loans to Other Parties:

As of the end of December (2020), the Company did not loan any funds to other parties. The case is hereby submitted for approval in accordance with regulations.

(V) Reports on the Distribution of Employee Bonus and Remuneration of Directors.
The Company proposed to allocate NT$19,680,866 as employee bonus and NT$29,521,299 as the remuneration of Directors, and both are to be distributed in cash in according with Article 29-1 of the Articles of Association.
The discrepancy of a total of NT$948,471 between the employee bonus amounting to NT$19,301,478 and the remuneration of Directors amounting to NT$28,952,216 recognized in 2020 financial statements was mainly due to the difference in the estimated profit before income tax, which will be adjusted and recognized within the profit and loss of 2021.
(VI) The Company's Report on the Distribution of Cash Dividends from Earnings:
In accordance with Article 29 of the Company's Articles of Association, the Board of Directors is authorized to resolve specifically to distribute all or part of the dividends payable and bonus in cash, which shall be reported at the shareholders' meeting.
According to the resolution of the tenth meeting of the 26th Board of Directors in 2021, the cash dividend per share to be distributed shall be NT$0.35, and afterwards, the ex-dividend date shall
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additionally be determined by the Board of Directors.

(VII) Amendment to the Company's Rules of Procedures for the Board of Directors Meetings:

The proposal of Amendments to the Rules of Procedures for Board Meetings has been approved at the 8th meeting of the 26th Board of Directors of 2020 in accordance with the laws and regulations. Please refer to Pages 44 of the Handbook for Attachment IV : Comparison of the Rules of Procedures for Board Meetings before and after Amendment.

(VIII) Report on the Company's Formulation of Code of Ethical Conduct:

Based on the Letter No. 1090009468 issued by TWSE on June 3, 2020 and Codes of Ethical Conduct for Reference by TWSE/TPEx Listed Companies, the Company's Code of Ethical Conduct has been drafted.
The content of the code of ethical conduct has been approved at the 9th meeting of the 26th Board of Directors of 2020 in accordance with the laws and regulations. Please refer to pages 45~47 of the Handbook for Attachment V: Code of Ethical Conduct.

VI. Ratifications

(I) The Company’s 2020 Business Report, Consolidated Financial Statements and Individual Financial Statements are hereby submitted for ratification. (Proposed by the Board of Directors) Notes: The Company’s 2020 business report, consolidated and separate financial statements have been approved at the 10th meeting of the 26th Board of Directors in 2021, audited by the Audit Committee, and thus hereby submitted for ratification. (Please refer to pages 13~43 of the Handbook for Attachment I , II and III)

Resolution:

(II) The Company’s 2020 Earnings Distribution Proposal is hereby submitted for ratification. (Proposed by the Board of Directors)

Notes: 1. The proposal has been approved at the 10th meeting of the 26th Board of Directors in 2021 and audited by the Audit Committee.

The proposal to distribute NT$0.35 per share as cash dividends to the shareholders is approved with a special resolution at Board meetings as per Articles 29 of the Company's Articles of Association, and is hence reported to the shareholders' meeting. The ex-dividend date is to be determined by the Board of Directors.
No stock dividend is proposed to be distributed. For the 2020 Earnings Distribution Statement, please refer to Page 48 of the Handbook for Attachment VI. Resolution:

VII. Discussions:

(I) Propose stopping using the Company's Rules for Election of Directors, and draft new Procedures for Election of Directors, which is presented for discussion. (Proposed by the Board of Directors) Notes: 1. The Company's existing Rules for Election of Directors (please refer to Page 49~50 of the Handbook for Attachment VII ) were originally drafted in 1989. Although they have been revised and

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amended several times, they are still inconsistent with the sample template recently issued by TWSE.

It is proposed to abolish the existing version and formulate the new Procedures for Election of Directors in accordance with the sample template in adoption of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies.

For the new Procedures for Election of Directors, please refer to pages 51~53 of the Handbook for Attachment VIII.
The proposal has been approved at the 10th meeting of the 26th Board of Directors in 2021. Resolution:

(II) The proposal of amendments to partial clauses of the Articles of Association is hereby submitted for discussion. (Proposed by the Board of Directors)

Notes: 1. Propose increasing the registered capital of the Company to be twenty billion NT dollars.

Amend stock number and related matters according to Article 162 of the Company Act.
Propose adjusting the Board of Directors to be composed of 7 to 20 directors according to actual operating conditions of the Board of Directors.
Review the comparison of the Company's Articles of Association before and after amendment (please refer to pages 54 of the Handbook for Attachment IX).
The proposal has been approved at the 10th meeting of the 26th Board of Directors in 2021. Resolution:

(III) Proposal for amending the Rules of Procedures for Shareholders' Meetings is submitted for discussion. (Proposed by the Board of Directors)

Notes: 1. Propose amending Articles 3, 9 and 14 in combination with related laws and regulations, to improve the Company's governance and safeguard shareholder equity.

Review the comparison of the Rules of Procedures for Shareholders' Meetings before and after amendment (please refer to Attachment X of the Handbook (Pages 55).
The proposal has been approved at the 10th meeting of the 26th Board of Directors in 2021. Resolution:

VIII. Extraordinary Motions

IX. Adjournment.

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Attachment I

Tainan Spinning Co., Ltd. 2020 Business Report

I. 2020 Business Report

In 2020, coronavirus disease (COVID-19) spread all over the world. People's livelihood and economy were significantly impacted by the epidemic in different parts of the world. The epidemic put the whole world in disorder. The United States and China began to confront each other instead of competition and cooperation. The trade war between the two countries was escalated to the new cold war. In addition, major events such as Brexit occurred. The International Monetary Fund (IMF) estimated that the global economic growth declined by 3.5% in 2020, while the Organization for Economic Co-operation and Development (OECD) expected that the economic growth would drop by 4.2%. The textile industry was inevitably greatly shocked by the epidemic. With European and American lockdown, apparel retail stores were closed down. Olympic Games Tokyo were postponed, and terminal market consumption came to an abrupt halt in world leading economies. The annual business revenues of many TWSE/TPEx-listed mid-stream and upstream synthetic fiber and spinning companies declined by over 20% in the textile industry of Taiwan, which bore extremely heavy pressure from the epidemic as a whole.

(I) Spinning

Ever since a long time ago, it has been rather difficult for Taiwan enterprises to maintain their business operations due to characteristics of Taiwan spinning industry inconsistent with key industries included in national development policies, population aging, shortage of labor forces and other factors. In promoting international trade, Taiwan is excluded from many free trade agreements, thus hindered from foreign sales and marketing. Because of the epidemic, the global economy has abruptly tightened over the past year, and the textile industry has also gone through terrifying ordeals. For the purpose of sustainable operation and development, the Company had no choice but to reduce less competitive production bases in Taiwan. Instead, it turned to improve capacity utilization of its production bases in Vietnam in response to the epidemic. Fortunately, the demands had gradually increased in related textile industries after experiencing downturn in the first three quarters since significant financial relief measures had been implemented in different countries in succession, and people had gradually been adaptable to post-epidemic lifestyles. Furthermore, US-China trade confrontations were expected to remain after the new American government took office. The demands for textile products not made in China are expected to keep rising.

(II) Synthetic Fibers

In the first quarter of 2020, the synthetic fiber industry just gradually recovered from the impacts of US-China trade. Unexpectedly, significant economic recession occurred from the second quarter due to spread of COVID-19 in the world. As daily lives were subject to great limitations, spending power greatly declined, especially in the textile industry.

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During the epidemic, the Company tried its best to maintain normal production of its production lines and successfully avoided loss on work stoppage in combination with downstream customer needs. It was not until the third quarter that economic activities were gradually resumed in different countries, downstream needs increased, production and marketing tended to become normal. Despite growing needs, the epidemic was not effectively controlled. Furthermore, the profit and loss conditions were not ideal owing to NTD appreciation, drastic increase in freight and other factors.

Since the beginning of 2021, various unfavorable impacts have tended to be alleviated. Besides, upstream and downstream demands have increased. As a whole, enterprises have become profitable in the industry of chemical fibers. Despite estimated trend of price increase in crude oil and raw materials, the demand-side power cannot be underestimated. As long as we make efforts towards our predetermined goals, considerable profits are expected to be made in the industry of synthetic fibers this year.

As a whole, the Company's net operating revenue in the separate financial statements was NT$9,010,242 thousand in 2020, while profit after tax was NT$936,329 thousand. In addition, the Company's net operating revenue in the consolidated financial statements was NT$17,628,221 thousand, with NT$971,261 thousand of profit after tax (including non-controlling interest of NT$34,932 thousand).

II. Outline of 2021 Business Plan

Looking into 2021, the introduction and administration of COVID-19 vaccines have no doubt brought hopes and encouragement for the global economy. In addition, governments and central banks of different countries have maintained policy stimulation such as quantitative easing and subsidy expansion. This year, global economy will rebound, but how fast the economy will revive will mainly depend upon when vaccine will smoothly be popularized and COVID-19 will effectively be controlled. Attention shall also be paid to inflation risks and geopolitical risks arising out of US-China conflicts. For the textile industry, the situation shall be prudently and optimistically treated. As the impacts of the epidemic were alleviated, inventories of global brands have decreased, and the motives for placing orders have been resumed. Domestic enterprises of the textile industry have perceived the likelihood of rejuvenation and hold great expectations about their business operations.

In the future, the global textile market will be reallocated over again, which will be a crisis and an opportunity for the Taiwan textile industry! In face of great challenges, in addition to maintaining its core businesses, the Company has been investing in increasing and optimizing its production lines, promoting intelligence of supply chains, developing environment-friendly sustainable textile materials and persistently creating high-value differentiated products. Apart from bringing strengths of Taiwan into play, it has vigorously driven Vietnam plants to expand production, seize chances to intensively develop markets in key ASEAN countries, in order to the post-epidemic era when supply chains will be localized and become short, enhance competitive advantages, predominate in international markets, and expand textile market. In addition, the Company actively revitalizes land assets and diversifies business operations into distribution business such as shopping malls. As a part

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of the development plan to create its profitability blueprints through diversified operations, T. S. Mall Phase 2 "T. S. Landmark Plaza" has been put into trial operations since December 25, 2020.

(I) Spinning

Impacted by the epidemic in the past year, the Company has made a series of improvements in its market layout, product mix, cost control and so on. In terms of sales strategies, the Company has actively cooperated with brands and become the main supply chain; on the other hand, it has differentiated product mixes and increased the unit price, gross profit margin and added value. Last but not the least, it has optimized the costs in different parts of production, improved structures, reduced wastes and enhanced product competitiveness.

The demands have been recovered since the fourth quarter of the preceding year, expected to further increase in the post-epidemic period, but international transportation hasn't been completely relieved. Impacted by inflation expectations stimulated by different countries' relief of difficulties and drastic price increase in raw materials, there will be growing demands for spinning related products. In addition, because of the trade conflicts between China and the United States, the supply chains of brands are still decentralized. It is expected that ideal performances will be achieved in yarn products under the impacts of different positive factors.

(II) Synthetic Fibers

(1) Polyester staple fiber:

The American market has slowly recovered from the impacts of COVID-19. Apart from ordinary spun cotton, more efforts will be made to increase customer bases of optically whitened cotton and non-woven cotton. The Company has not only spread markets and selected optimal products for selling, but also decreased the sales ratio of spinning cotton that cannot yield profits in other areas. Recycled materials have become the mainstream of brand apparel business in recent years. Other than the addition of granulation equipment, the Company has also completed GRS certification. It will actively develop domestic and foreign clients with sales of recycled polyester staple fibers. Regarding non-woven products, the sales portion of non-woven polyester staple fibers gradually increases. The Company will develop customized products with differentiations and high add-on values to enhance overall product profitability. To increase future competitiveness, the R&D will continue developing products with differentiated specification and functionality and put them into mass production in succession.

(2) Polyester partial oriented yarn (POY):

The stable and excellent quality of POY is unanimously recognized by downstream clients and a key factor enabling the Company's synthetic fiber business unit to make steady profits. Currently, the demand for CD yarn is showing stable growth. Thin denier and high thread count or CD yarn products have become major products produced by the Company.

Future development will still focus on recycled materials and CD products together with other functional products demanded by clients. The Company is also actively developing recycled materials

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for the next stage. The modification and setup of oriented yarn spinning equipment are being actively evaluated. They are expected to make POY more competitive and profitable.

(3) Draw Textured Yarn (DTY)

The market share of moisture wicking yarn has been increasing. The Company is actively developing markets for other functional DTY based on the moisture wicking yarn. By developing differentiated products such as recycled materials of POY, CD and thin denier yarn, the Company has gradually harvested results.

With independently developed oriented yarn, bulk specifications of DTY have gradually been abandoned. Instead, the Company has turned to produce special products. If the transformation succeeds, DTY products are expected to yield long-term profits.

(4) Polyester bottle grade chips and solid-state polymerization:

To facilitate implementation of future production plans, the Company will continue developing clients. At present, it may give priority to sell certain products. It will continue integrating downstream and end users to seek co-development opportunities by building strategic alliances.

It will continue developing the markets in the Middle East, America and Europe, in order to widen market breadth. Some clients have consulted with the Company, which is exploring opportunities for developing new products.

(5) Membrane polyester chips:

The market development of membrane polyester chips has been actively conducted in several channels and different markets. Apart from Japan, American clients have entered the stage of trial use. The Company is expected to receive orders for stable mass production from the third quarter of this year.

It is estimated that in 2021, the Company's sales will reach the following figures: 700,000 pieces of cotton yarn, 115,000 tons of polyester fiber, 66,000 tons of polyester fully oriented yarn, 15,000 tons of draw textured yarn (DTY), 38,000 tons of polyester chips, and 85,000 tons of polyester bottle grade chips.

III. Future Development Strategy

(I) Long-term Business Development Plan:

– Adhering to the Company's management philosophy good quality, good service, good credit, and – fair price the Company improves quality and efficiency, makes products free of defects, reduces costs, expands into various markets to mitigate concentration risks, optimizes and makes full use of its advantages, develops potential high-quality clients, expands mass production of existing products, and increases its turnover and profitability in accordance with governmental environmental policies.

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(II) Short-term Business Development Plan:

Strictly control inventory level, and flexibly adjust production capacity and sales strategies according to market conditions. Continuously develop markets and lesson reliance upon single markets and supply chains. Adjust product mixes and mainly aim to realize high unit price, high gross profit margin and high added value throughout development. Optimize production process, improve efficiency, further reduce unnecessary wastes and enhance product competitiveness.

Facing new challenges in the coming year, we wish for the continued support and guidance from all our shareholders and directors so that we can create even better performances and continue to achieve stable growth.

Chairman: Yu Peng Investment Co., Ltd. General Manager: Wang, Li-Fan Accounting Manager: Peng, Yuan-Hung

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Attachment II

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Attachment III

Tainan Spinning Co., Ltd.

Audit Committee’s Review Report

The Company has submitted the 2020 Business Report, Financial Statements, and Earnings Distribution Statement. The audit of the Financial Statements has been completed by CPA Lin, Tzu Shu and CPA Liu, Tzu Meng from PwC Taiwan, and an Audit Report has been issued. The aforementioned Business Report, Financial Statements, and Earnings Distribution Statement have been audited by the Audit Committee and no inconsistency has been found. Thereby, this Audit Report has been prepared pursuant to Article 14 4 of the Securities and Exchange Act and Article 219 of the Company Act for your review.

To

2021 General Shareholders' Meeting of the Company

Tainan Spinning Co., Ltd. Convener of the Audit Committee: Nieh, Peng-Ling

March 17, 2021

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Attachment IV

Tainan Spinning Co., Ltd. Comparison Table for Amendments to the Rules of Procedures for Board Meetings

	Comparison Table for Amendments to the	Rules of Procedures for Board Meetings
Articles	Prior Articles	Amended Articles	Remarks
Article 7	The Board of Directors' meetingshallbe convenedandchaired by the Chairman of the Board. In the event when all Directors are newly elected, the first Board meeting shall be convened and chaired by the Director who was elected with the largest portion of voting rights at the shareholders' meeting. If there are two or more Directors entitled to convene the meeting, they shall select the chair among themselves. If aBoard meeting is convened by more than half of the Directors, the Directors shall select one person from among themselves to serve as chair. (Omitted)	Where a Board of Directors meeting is convened by the Chairman of the Board, the meeting shall be chaired bythe Chairman.In the event when all Directors are newly elected, the first Board meeting shall be convened and chaired by the Director who was elected with the largest portion of voting rights at the shareholders' meeting. If there are two or more Directors entitled to convene the meeting, they shall select the chairperson among themselves. If a Board meeting is convened by more than half of the Directors, the Directors shall select one person from among themselves to serve as chair,in accordance with Paragraph 4, Article 203, and Paragraph 3, Article 203-1 of the Company Act. (Omitted)	Partial text is amended in accordance with laws and regulations
Article 11	The first and second paragraphs are omitted. If at any time during the proceeding of a Board meeting the directors present at the meeting don't constitute a majority of the directors, then upon motion by the directors sitting at the meeting, the chair of the meeting shall declare adjournment of the meeting, in which case Paragraph 3of Article 8 shall apply mutatis mutandis.	The first and second paragraphs are omitted. If at any time during the proceeding of a Board meeting the directors present at the meeting don't constitute a majority of the directors, then upon motion by the directors sitting at the meeting, the chair of the meeting shall declare adjournment of the meeting, in which case Paragraph 5of Article 8 shall apply mutatis mutandis.	Adjust applicable articles according to laws and regulations
Article 12	The following matters shall be presented to the Board of Directors' meeting for discussion: I. The Company's business plan. II. Annual andsemi-annual financial reports. With the exception of semi-annual financial reports, which, under relevant laws and regulations, need not be audited and attested by a CPA. (Omitted)	The following matters shall be presented to the Board of Directors' meeting for discussion: I. The Company's business plan. II. Annual financial reports andQ2 financial reports to be audited and attested by CPAs (Omitted)	Amend this article according to laws and regulations
Article 15	Paragraph 1 omitted. The conflicts of interest with any Director, his/her spouse or relatives within second degree of kinship, or a controlling or associate company of his/hers under discussion in the preceding meeting are treated as the conflicts of interest with the Director himself or herself. As for the Director who is not allowed to exercise the voting rights as set out in the preceding paragraph, the resolution of the Board of Directors of the Company shall be subject to mutatis mutandis application of the provision of Paragraph 2 of Article 180 in accordance with Paragraph 4 of Article 206 of the CompanyAct.	Paragraph 1 omitted. The conflicts of interest with any Director, his/her spouse or relatives within second degree of kinship, or a controlling or associate company of his/hers under discussion in the meeting are treated as the conflicts of interest with the Director himself or herself. As for the Director who is not allowed to exercise the voting rights as set out in the preceding paragraph,the resolution of the Board of Directors of the Company shall be subject to mutatis mutandis application of the provision of Paragraph 2 of Article 180 in accordance with Paragraph 4 of Article 206 of the CompanyAct.	Partial text is amended in accordance with laws and regulations
Article 19	The Rules of Procedures were established on March 16, 2006 and amended on: (1) December 14, 2006. (2) March 18, 2008. ... (9) March 16, 2020	The Rules of Procedures were established on March 16, 2006 and amended on: (1) December 14, 2006. (2) March 18, 2008. ... (9) March 16, 2020 (10) August 10, 2020.	Amendment dates are added

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Attachment V

Code of Ethical Conduct of Tainan Spinning Co., Ltd.

Formulation Date: November 10, 2020

Article 1 (Purpose and Scope of Application)

The Code of Ethical Conduct is formulated to guide the conduct of directors and managers of the Company (including President, Vice President, Head of Accounting Department, and other persons who are authorized to manage the affairs of the Company and sign documents on behalf of the Company) in compliance with ethical standards, as well as to enable the stakeholders of the Company to better understand the ethical standards of the Company.

Article 2 (Prevention from Any Conflicts of Interest)

Directors and managers shall handle corporate businesses in an objective and efficient manner, and shall not obtain improper benefits for themselves, their spouse, or relatives within the second degree of kinship through their positions in the Company, so as to avoid the occurrence of conflicts of interest due to personal interests or possible interventions with the overall interests of the Company.

The loans of funds, provisions of guarantees, and major asset transactions or the purchase (or sale) of goods involving affiliated companies at which the aforementioned individuals work and the Company. The Company shall offer appropriate means for directors and managers to voluntarily explain whether their interests would potentially conflict with those of the Company.

Article 3 (Avoiding Seeking Private Gains from Positions)

Directors or managers of the Company may not engage in the following conducts:

I. Intending to seek private gains or seeking an opportunity for private gains using the Company's property or information or taking advantage of their positions.

II. Competing with the Company. When the Company has an opportunity for profit, it is the responsibility of the Directors and managers to maximize the reasonable and proper benefits that can be obtained by the Company.

Article 4 (Duty of Confidentiality)

The Directors and managers of the Company shall be bound by the obligation to maintain the confidentiality of any information regarding the Company itself or its suppliers and customers, except when authorized or required by law to disclose such information. Confidential information includes any undisclosed information that, if exploited by a competitor or disclosed, could result in damage to the Company or the suppliers and customers.

Article 5 (Fair Trade)

Directors and managers of the Company shall treat the Company's suppliers, customers, competitors, and employees fairly, and shall not manipulate, conceal, or abuse the information obtained through

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their positions in the Company, make a false statement about material matters, or receive improper benefits by way of unfair trading methods.

Article 6 (Safeguarding and Proper Use of the Company's Assets)

All Directors and managers have the responsibility to safeguard assets of the Company and to ensure that they can be effectively and lawfully used for business purposes; any theft, negligence in care, or waste of the assets will all directly impact the Company's profitability.

Article 7 (Compliance with Laws and Regulations)

The Company shall strengthen its compliance with the Securities Exchange Act and other applicable laws, regulations, and bylaws.

Article 8 (Encouraging Reporting Illegal or Unethical Activities)

The Company shall internally strengthen the promotion of ethical concepts, and encourage its employees to report to the Board of Directors, the Audit Committee, managers, internal audit officers, or other appropriate personnel when they suspect or discover violations of laws, regulations, or ethical codes of conduct, and assist in providing sufficient information to enable the Company to properly handle subsequent matters. The Company shall deal with reports confidentially, and make the employees know that it will make every effort to protect safety of the reporters.

Article 9 (Disciplinary Measures)

Where a director or manager violates the Codes of Ethical Conduct, the Company shall handle the matter in accordance with relevant laws and regulations, and immediately disclose the date of violation, cause of violation, the provisions of the code violated, and the disciplinary actions taken on the Market Observation Post System (MOPS).

Where the violator is subject to disciplinary actions for violating the Codes, the violator may appeal in accordance with relevant regulations.

Article 10 (Procedures for Exemption)

The Code of Ethical Conduct adopted by the Company must require that any exemption of Directors or managers from compliance with the Code of Ethical Conduct be adopted by a resolution of the Board of Directors, and that information on the date when the Board of Directors adopted the resolution for exemption, objections or reservations of independent Directors, and the period of, reasons for, and principles behind the application of the exemption be disclosed without delay on MOPS, so that the shareholders may evaluate the appropriateness of the Board of Directors' resolution to forestall any arbitrary or dubious exemption from the Code of Ethical Conduct and safeguard the interests of the Company by ensuring appropriate mechanisms for controlling any circumstance under which such an exemption occurs.

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Article 11 (Method of Disclosure)

The Company shall disclose the Code of Ethical Conduct it has established and any amendments thereto on its company website, in its annual reports and prospectuses, and on MOPS.

Article 12 (Enactment and Amendment)

The rules and any amendments thereafter shall be enacted once approved by the Board of Directors and presented at the shareholders' meeting.

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Attachment VI

Tainan Spinning Co., Ltd.

Earnings Distribution Statement for 2020

Items Net profit after tax Plus: other comprehensive income for 2020 - actuarial gains and losses of the defined benefit plans Other comprehensive income for 2020 - transfer to investment companies for disposal of financial assets at fair value through other comprehensive income Subtotal Minus: 10% appropriated as legal capital reserve Amount of distributable earnings for the current period Plus: undistributed earnings at the beginning of the period Accumulated distributable earnings Expected earnings distribution for 2020 Cash dividends (NT$ 350 per 1,000 shares) Undistributed earnings at the end of the period	Unit: NT$ Amount
	$ 936,328,730 40,620,467 5,959,617
	982,908,814 ( 98,290,881)
	884,617,933 1,059,484,072
	1,944,102,005 (579,885,549)
	$1,364,216,456

Note: The priority of distribution for the current year is the annual earnings of 2020, and the shortfall is supplemented with the undistributed earnings at the beginning of the period.

General Manager: Wang, Li-Fan

Chairman: Yu Peng Investment Co., Ltd.

Accounting Manager: Peng, Yuan-Hung

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Attachment VII

Rules for Election of Directors of Tainan Spinning Co., Ltd. (Current Version)

Approved at the General Shareholders’ Meeting on March 28, 1989 Approved at the General Shareholders' Meeting on May 30, 2002 Amended at the General Shareholders’ Meeting on June 15, 2012 Amended at the General Shareholders’ Meeting on June 11, 2015

I. Elections of the Company’s Directors shall be conducted in accordance with the candidate nomination system set out in Article 192-1 of the Company Act.

The elections of general Directors and Independent Directors of the Company shall be held together; their votes shall be printed separately, and the lists of winning candidates shall be calculated separately. II. The cumulative voting method shall be used for the election of the Company’s Directors. The name of the candidates may be replaced with the attendance card number printed on the ballot. Each share will have voting rights in number equal to that of the Directors to be elected, and may be all cast for a single candidate or split among multiple candidates.

III. Within the scope prescribed in the Company’s Articles of Association, in accordance with the number of seats announced in a given election, the Company’s Directors shall be elected from the list of candidates; those who have obtained more votes, which means more voting rights, will be elected as Directors based on the number of votes. If more than two persons have the same number of voting rights, and the weighting factors exceed the prescribed number of the seats, those who have the same number of voting rights shall draw lots; for those who are not present, the Chairperson will do it on their behalf.

IV. Before the election, the Chairman shall designate a number of monitoring personnel and vote counting personnel to perform various relevant duties.

V. The ballots shall be printed and issued by the Company. The ballots shall be sorted in order based on the attendance card number with the weighting factors filled in and distributed to the attending shareholders at the shareholders’ meeting; however, ballots will not be printed and distributed to those who exercise the voting rights electronically.

VI. Where a candidate is a shareholder, electors shall fill in the candidate’s name and the shareholder account number in the “candidate "column of the ballot; where a candidate is a not shareholder, electors shall fill in the candidate’s name and the ID card number, instead. However, where a candidate is the government or corporate shareholder, the name of the government or corporation or their representative shall also be filled in in the “candidate” column of the ballot. If there are more than one representative, the name of the representatives shall be filled in one by one.

VII. If any of the following circumstances occurs, the ballot is invalid:

(I) Use a ballot in in accordance with this provision.

(II) A blank ballot is cast into the ballot box.

(III) The writing is unclear and illegible or altered.

(IV) Where a candidate is a shareholder, the name and shareholder account number are not consistent

with those in the shareholder register list; where a candidate is not a shareholder, the name and ID card number are found to be inconsistent.

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(V) Except for the name and shareholder account number or ID card number identity card, other texts are included.
(VI) Where the name of a candidate is the same as that of the other shareholders, while the shareholder account number or the ID card number is not filled in for verification purposes.
(VII) Where the accumulative number of the weighting factors filled in exceeds the number of voting rights that a shareholder shall hold.
(VIII) Where a candidate filled in is not on the list of the candidates for general Directors or Independent Directors reviewed and approved by the Board of Directors.
VIII. After voting is finished, the votes shall be counted on the spot, and the result of the votes shall be announced by the Chair on the spot.
IX. The elected Directors are issued an election winning notice by the Company's Board of Directors.
X. Matters not specified in this provision shall be conducted in accordance with the Company Act and relevant laws and regulations.

XI. This provision shall be implemented upon approval of the shareholders’ meeting. The same shall apply when any amendments are made.

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Attachment VIII

Procedures for Election and Appointment of Directors of Tainan Spinning Co., Ltd. (New Version)

To be Resolved at the General Shareholders’ Meeting in June 2021

Article 1

To ensure a just, fair, and open election of Directors, these Procedures are adopted pursuant to Article 21 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies.

Article 2

Except as otherwise provided by relevant laws or the Articles of Association of the Company, the election of the directors of the Company shall comply with the Rules for Election of Directors (the "Rules").

Article 3

The overall composition of the Board of Directors shall be taken into consideration in the selection of this Company's Directors. All members of the Board of Directors shall have the knowledge, skills, and experience necessary to perform their duties in combination with business operations, business patterns and development needs of the Company.

Unless otherwise approved by the competent authority, over a majority of the total number of Director seats shall not be served by the ones in the relationship of a spouse or a relative within the second degree of kinship.

Article 4

The qualifications and election methods for the Independent Directors of the Company shall comply with the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, and relevant practices shall be implemented pursuant to article 24 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies.

Article 5

Elections of the Company's Directors shall be conducted in accordance with the candidate nomination system and procedures set out in Article 192-1 of the Company Act.

The elections of general Directors and Independent Directors of the Company shall be held together; their votes shall be printed separately, and the lists of winning candidates shall be calculated separately. Where any Director is dismissed that there are fewer than 5 Directors in the Company, the Company shall fill the vacancy at the next shareholders' meeting. However, if one-third of the Director seats are vacant as stipulated in the Articles of Association, the Company shall convene an extraordinary shareholders' meeting to fill the vacancies within 60 days after the occurrence of such vacancies.

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In the event that Independent Directors are vacant from their positions as specified in Article 17 of the Articles of Association, such vacancies shall be filled at the next shareholders' meeting. When all Independent Directors are dismissed, an extraordinary shareholders' meeting shall be convened for by-election within 60 days after the inception of the vacancy.

Article 6

The Company's Directors shall be duly elected by means of cumulative voting. Each share with voting right is entitled to the number of ballots which are equivalent to the numbers of Directors to be elected. One person is elected in a centralized manner, or several persons are elected in a decentralized manner. Article 7

The Board of Directors shall prepare the ballots in the number equal to the number of directors to be elected, with the number of voting rights being noted on the ballots, and distribute the ballots to the shareholders who are present at the shareholders' meeting. The name of the voters may be represented by the attendance number printed on their ballots. If the votes are cast electronically, the ballots will not be printed out.

Article 8

Within the scope prescribed in the Company’s Articles of Association, in accordance with the number of seats announced in a given election, the Company’s Directors shall be elected from the list of candidates; those who have obtained more votes, which means more voting rights, will be elected as General Directors and Independent Directors based on the number of votes. If more than two persons

have the same number of voting rights, and the weighting factors exceed the prescribed number of the seats, those who have the same number of voting rights shall draw lots; for those who are not present, the chairperson will do it on their behalf.

Article 9.

Before the beginning of the election, the chair shall designate a number of shareholders to supervise the casting of the ballots and a number of persons to count the ballots, each of whom shall then perform their respective functions accordingly. The Board of Directors shall set up a ballot box, which shall be examined in public by the persons supervising the casting of ballots before the ballots are cast.

Article 10

A ballot is deemed void if any of the following circumstances occurs:

I. The ballot was not prepared by the Board of Directors.

II. Any blank ballot was cast into the ballot box.

III. There is any ballot with illegible writing rendering it unrecognizable, or any ballot with corrections.

IV. Where the name of the elected entered into the ballot is found not included in the candidate list of directors.

V. A ballot with other words or marks is entered in addition to the number of voting rights allocated.

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VI. The cumulative number of voting rights entered exceeds the number of voting rights held by the shareholders present in the election.

Article 11

Ballots shall be counted on the spot upon completion of ballot casting, and the elected directors including number of votes shall be announced by the chair.

The votes for the election referred to in the preceding paragraph shall be sealed and signed by the

vote monitoring personnel and kept properly for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.

Article 12

The Board of Directors of the Company shall deliver a written notification to each of the elected directors.

Article 13

The procedure and any amendments thereafter shall become effective upon resolution at the shareholders' meeting.

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Attachment IX

Tainan Spinning Co., Ltd.

Comparison Table for the Amendments to the Articles of Association

Articles	Prior Articles	Amended Articles	Remarks
Article 6	The Company’s authorized capital is NT$16,568,158,570, which was divided into 1,656,815,857 shareswith NT$10 per share and issued all at once.	. The Company’s authorized capital is NT$20,000,000,000, which was divided into 2,000,000,000 shares with NT$10 per share and issued all at once.The Board of Directors is authorized to issue the unissued shares in separate installments as required.	In line with actual needs
Article 7	Where the Company’s shares are registered, they shall be signed or stampedby three or moreDirectors and issued after certified in accordance with the law. After the Company publicly issues shares, it may be exempted from printing any share certificates for the shares issued.	Where the Company’s shares are registered, they shall be signed or stamped byDirectors of the representative companyand issued after certified in accordance with the law. After the Company publicly issues shares, it may be exempted from printing any share certificates for the shares issued.	Provisions are amended in accordance with laws and regulations.
Article 17	The Company has15to 20 Directors (the number of Independent Directors shall not be fewer than three, shall not be fewer than one- fifths of the number of Directors, the number of Directors' seats to be elected shall be resolved by the Board of Directors). Through the candidate nomination system, the Directors shall be elected at the shareholders’ meeting from the list of candidates for a term of 3 years and may be re-elected. The total shareholding ratio of all the Directors shall be handled in accordance with the provisions of the securities regulatory authority. Independent Directors' professional qualifications, shareholdings, restriction on the concurrent positions, definition of the independence, the nomination and election methods, and other matters to be complied with shall be handled in accordance with the relevant laws and regulations. When the election of the Directors shall be handled in accordance with the provisions of the Company Act. General Directors and Independent Directors shall be elected concurrently, but the lists of winning candidates shall be calculated separately. The Rules for Election of Directors are determined by the shareholders’ meeting.	The Company has7to 20 Directors (the number of Independent Directors shall not be fewer than three, shall not be fewer than one- fifths of the number of Directors, the number of Directors' seats to be elected shall be resolved by the Board of Directors). Through the candidate nomination system, the Directors shall be elected at the shareholders’ meeting from the list of candidates for a term of 3 years and may be re-elected. The total shareholding ratio of all the Directors shall be handled in accordance with the provisions of the securities regulatory authority. Independent Directors' professional qualifications, shareholdings, restriction on the concurrent positions, definition of the independence, the nomination and election methods, and other matters to be complied with shall be handled in accordance with the relevant laws and regulations. When the election of the Directors shall be handled in accordance with the provisions of the Company Act. General Directors and Independent Directors shall be elected concurrently, but the lists of winning candidates shall be calculated separately. The Procedures for Election of Directors are determined by the shareholders’ meeting.	In line with actual needs
Article 31	The Articles of Association were established on October 18, 1954, and amended on: (01) February 17, 1957. (51) June 22, 2018 (52) June 20, 2019	The Articles of Association were established on October 18, 1954, and amended on: (01) February 17, 1957. (51) June 22, 2018 (52) June 20, 2019 (53) June, 2021	Amendment dates are added

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Attachment X

Tainan Spinning Co., Ltd.

Comparison Table for the Amendments to the Rules of Procedures for Shareholders' Meetings

Articles	Prior Articles	Amended Articles	Remarks
Article 3	Paragraph 1, 2, 3 are omitted. The election or removal of directors, change of Articles of Association, reduction of capital, application for suspension of public issuance, permit for director's business competition, surplus to capital increase, public reserve to capital increase, dissolution, merger, division of the Company, or the matters referred to in Paragraph 1 of Article 185 of the Company Act shall be listed in the reasons for convening the meeting and the main contents shall be stated, which shall not be put forward by extraordinary motion; the main contents may be placed in the securities authority or the Company's designated website, and its website address shall be specified in the notice. Paragraph 5 is omitted. A shareholder holding 1 percent or more of the total number of issued shares may submit a proposal to the Company for discussion at a general shareholders meeting, and the proposal shall only involve a matter to be discussed. No proposal involving more than one matters shall be discussed at any general shareholders' meeting.However, a shareholder proposal proposed for urging the Company to promote public interests or fulfilling its social responsibilities may still be included in the list of proposals to be discussed at a general shareholders'meeting by the Board of Directors. In addition, any circumstances specified in Subclause 4, Clause 1, Article 172 of the Company Act shall be excluded from the agenda by the Board of Directors. (Omitted)	Paragraph 1, 2, 3 are omitted. Election or dismissal of directors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act, Article 26-1 and Article 43-6 of Securities and Exchange Act, or Article 56-1 and 60-2 of Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out together with the essential contents explained in the notice of the reasons for convening the shareholders' meeting. None of the above matters may be raised by an extraordinary motion.Paragraph 5 is omitted. A shareholder holding 1 percent or more of the total number of issued shares may submit a proposal to the Company for discussion at a general shareholders meeting, and the proposal shall only involve a matter to be discussed. No proposal involving more than one matters shall be discussed at any general shareholders' meeting. In addition, when any of the circumstances specified in any subparagraph of subparagraph 4, paragraph 1, Article 172 of the Company Act applies to a proposal put forward by a shareholder, the Board of Directors may exclude it from the agenda.Shareholders may submit suggestive proposals to urge the Company to promote the public interest or fulfill its social responsibilities. It shall be limited to one proposal involving only one subject in terms of the procedure in accordance with the Article 172-1 of the Company Act. Any proposal containing more than one subject shall be excluded from the agenda. (Omitted)	Amend this article according to laws and regulations
Article 9.	Paragraph 1 omitted. The chairperson shall call the meeting to order at the appointed meeting time. However, when the shareholders present do not represent a majority of the total number of issued shares, the chair may announce an adjournment, provided that no more than two such adjournments, for a combined total of no more than 1 hour, may be made. If the quorum is not met after two adjournments and the shareholders present still represent less than one third of the total number of issued shares, the chairperson shall declare the meeting adjourned. (Omitted)	Paragraph 1 omitted. The chairperson shall call the meeting to order at the appointed meeting timeas well as announce information, such as the number of shares without voting rights and shares presented. However, when the shareholders present do not represent a majority of the total number of issued shares, the chair may announce an adjournment, provided that no more than two such adjournments, for a combined total of no more than 1 hour, may be made. If the quorum is not met after two adjournments and the shareholders present still represent less than one third of the total number of issued shares, the chairperson shall declare the meeting adjourned. (Omitted)	Amendments made to enhance corporate governance and safeguard shareholders' rights and interests.
Article 14	When there are Directors to be elected in the shareholders' meeting, the election shall be conducted in accordance withthe relevant election rulesof the Company. The election results shall be announced on the spot, including the list of elected Directors and the numbers of votes they obtained. Paragraph 2 is omitted.	When there are Directors to be elected in the shareholders' meeting, the election shall be conducted in accordance withthe relevant election proceduresof the Company. The election results shall be announced on the spot, including the list of elected Directors and the numbers of votes they obtained,as well as the list of unelected directors and the number of votes they received. Paragraph 2 is omitted.	Amendments made to enhance corporate governance and safeguard shareholders' rights and interests.

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Appendix I

Articles of Association of Tainan Spinning Co., Ltd.

Chapter 1 General Provisions

Article 1: The Company is organized in accordance with the provisions of the Company Act, and named Tainan Spinning Co., Ltd (hereinafter referred to as “ the Company ” ).
Article 2: The Company operates following businesses.
(I) C301010 Yarn Spinning Mills
(II) C302010 Knit Fabric Mills. (III) C303010 Non-woven Fabrics Mills . (IV) C305010 Printing, Dyeing, and Finishing Mills.
(V) C306010 Outerwear Knitting Mills.
(VI) C301070 Apparel Manufacturing.
(VII) C399990 Other Textile Products and Products Manufacturing. (VIII) C801120 Manmade Fiber Manufacturing.
(IX) C801990 Other Chemical Materials Manufacturing.
(X) F401010 International Trade.
(XI) H201010 Investment.

(XII) H701010 Construction and Development of Residence Buildings for Sale or Lease. (XIII) ZZ99999 All businesses that are not prohibited or restricted by law, except those that are subject to special approval.

The operations of the above businesses shall be conducted in accordance with the relevant laws and regulations.

Article 3: The Company may invest in other businesses based on its business needs without being subject to the restriction of exceeding 40% of the Company’s paid-in capital set out in Article 13 of the Company Act.
Article 4: The Company may provide endorsements/guarantees to external entities for the purpose of business relationship.
Article 5: The Company is established in Tainan City, and branches or offices may be set up at home and abroad when necessary. When a branch is established, it shall apply for registration separately in accordance with the provisions of the Company Act.

Chapter 2 Shares

Article 6: The Company’s authorized capital is NT$16,568,158,570, which was divided into 1,656,815,857 shares with NT$10 per share and issued all at once.
Article 7:Where the Company’s shares are registered, they shall be signed or stamped by three or more Directors and issued after certified in accordance with the law. After the Company publicly issues shares, it may be exempted from printing any share certificates for the shares issued.
Article 8: The Company shall prepare a shareholder register, which shall be kept in the Company. The share-related matters shall be handled in accordance with the Regulations Governing the Administration of Shareholder Services of Public Companies.
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Chapter 3 Shareholders' Meeting

Article 9: The Company’s shareholders’ meetings are classified into general and extraordinary ones. General shareholders’ meetings are convened once a year and held within 6 months after the end of each fiscal year, while extraordinary shareholders’ meetings are convened when necessary in accordance with the law.
Article 10: Shareholders’ meetings are convened by the Board of Directors.
Article 11: Each shareholder shall be notified 30 days before the date of the general shareholders’ meeting. Each shareholder shall be notified 15 days before the date of the extraordinary shareholders’ meeting. The reasons for convening the said meeting shall be stated in the notice.
Article 12: Shareholders who hold more than 3% of the total number of the shares issued for more than one year may list proposals and the reasons in writing and request the Board of Directors to convene a special shareholders’ meeting. The Board of Directors shall issue a convening notice within 15 days after the request is filed.
Article 13: All shareholders of the Company shall, except for shares without voting rights stipulated in the Company Act, have one voting right in writing or electronically.
Article 14: Where one of the Company’s shareholders cannot attend the shareholders’ meeting, he/she shall submit the power of attorney issued by the Company stating the authorized scope for the proxy, or exercises his/her rights electronically. The policy regarding the of proxy for attendance at the shareholders’ meeting shall be implemented not only in accordance with the provisions of Article 177 of the Company Act, but also the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies promulgated by the competent authority.
Article 15: Where the shareholders’ meeting is convened by the Board of Directors, the Chair shall be appointed in accordance with the provisions of Article 28 of the Company Act; where the convener is other than the Board of Directors, the shareholders’ meeting shall be chaired by the convener; when there are two conveners or more, they shall appoint the Chair among themselves. If the Chair violates the Company’s rules of procedures and adjourns the meeting, the meeting may continue with a Chair elected by a majority of the voting rights represented by the shareholders present.
Article 16: The resolutions of the shareholders' meeting shall be adopted with a majority of the voting rights represented by the shareholders present who have more than one-half of the total number of the shares issued, unless otherwise is stipulated in the Company Act. Where the number of shareholders present fails to meet the required number in the preceding paragraph, and the shareholders present represent more than one-third of the total number of the shares, a resolution with more than one-half of the voting rights represented by the shareholders present may be a tentative resolution; the shareholders will be notified of the said tentative resolution and the shareholders' meeting shall be convened again within one month; the said resolution may only be adopted by more than one-half of the voting
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rights represented by the shareholders present who have more than one-thirds of the total number of the shares issued.

Chapter 4 Board of Directors and Functional Committees

Article 17: The Company has 15 to 20 Directors (the number of Independent Directors shall not be fewer than three, shall not be fewer than one-fifths of the number of Directors, the number of Directors' seats to be elected shall be resolved by the Board of Directors). Through the candidate nomination system, the Directors shall be elected at the shareholders’ meeting from the list of candidates for a term of 3 years and may be reelected.

The total shareholding ratio of all the Directors shall be handled in accordance with the provisions of the securities regulatory authority.

Independent Directors' professional qualifications, shareholdings, restriction on the concurrent positions, definition of the independence, the nomination and election methods, and other matters to be complied with shall be handled in accordance with the relevant laws and regulations.

When the election of the Directors shall be handled in accordance with the provisions of the Company Act. General Directors and Independent Directors shall be elected concurrently, but the lists of winning candidates shall be calculated separately.

The Rules for Election of Directors are determined by the shareholders’ meeting.

Article 18: Directors form the Board of Directors, and the Board of Directors’ functional authority is as follows:
Formulation of various articles of Association.
Formulation of business policies.
Review of budget and final accounts
Appointment and dismissal of important employees.
Planning and approval of earnings distribution.
Planning and approval of important property and real property acquisition and disposal.
Planning and approval of investments in other businesses.
Decisions that are subject to the laws and regulations and the shareholders' meeting.
Article 18-1: The Company may purchase and maintain liability insurance for the Directors and important employees with respect to the liabilities resulting from exercising their duties during their term of office, and the related details of the insurance shall be reported to the Board of Directors.
Article 19: Directors shall elect one person from themselves as the Chairman of the Board. If necessary, another person shall be elected as the Vice Chairman. The Chairman of the Board represents the Company with the support of the Vice Chairman.
Article 20: The Company's Board of Directors meets once every quarter. The meeting notice shall indicate the purpose of convention and shall be issued to each Director seven days before
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the said meeting. However, where there is an emergency, it may be convened any time. The aforementioned meeting notice in the preceding paragraph may be sent electronically, after obtaining consent from the recipient(s) thereof.

The Board of Directors' meeting shall be convened and chaired by the Chairman of the Board. When all Directors are newly elected, the first Board meeting shall be convened and chaired by the Director who was elected with the largest portion of voting rights at the shareholders' meeting. If there are two or more Directors entitled to convene the meeting, they shall select the chairperson among themselves.

Where the Chairman of the Board is absent or unable to exercise his/her functional authority, the Vice Chairman shall act as the substitute. Where the Vice Chairman is also absent, the Chairman of the Board shall appoint one of the Directors as the substitute. If no substitute is appointed, the Directors shall select one among themselves.

The Directors may entrust other Directors to attend a Board meeting in accordance with the law, but a proxy shall represent only one person.

Where a video conference is held at a Board meeting, the Directors who attend the meeting by video are deemed to be present in person.

Article 21: Unless otherwise provided in the Company Act, resolutions of the Board of Directors shall be adopted by a majority of the Directors at a meeting attended by a majority of the Directors. However, the Chairman of the Board shall have one voting right like the Directors. Where the number of vote of assent is the same as that of vote of dissent, the Chairman of the Board shall not exercise the right of settlement.
Article 21-1: During the recess of the Company’s Board of Directors meeting, except for the matters required to be submitted to the Board of Directors for discussion as provided in the law, the Chairman of the Board shall be authorized to exercise the functional authority of the Board of Directors. The authorized contents are as follows:
Approval of important contracts.
Approval of real estate mortgages and other loans.
Approval of the Company’s general property and real property acquisition and disposal.
Appointment of Directors and Supervisors for the companies that are invested by the Company.
Approval of the base date for capital increase or capital reduction and the base date for distribution of cash dividends.
Article 22: The Company has established the Audit Committee in accordance with Article 14-4 and Article 182-2 of the Securities Exchange Act. The original Company Act and Securities Exchange Act stipulate that the functional authority of Supervisors is executed by the Audit Committee. The Audit Committee consists of the entire board of Independent Directors, the number of which shall not be fewer than three, one of whom shall be the convener, and at least one shall have accounting or financial expertise.
Article 23: The Company’s Board of Directors may set up appoint other functional committees, and
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the organization regulations shall be formulated by the Board of Directors.

Article 24: The Company authorizes the Board of Directors to determine the Directors' remuneration according to the degree of participation in the Company's operations and contribution as well as the average level in the industry.

Chapter 5 Managers and Employees

Article 25: The Company has one President and multiple Vice Presidents, Assistant Vice Presidents, and managers. The President complies with the decision of the Board of Directors and follows instructions of the Chairman of the Board to handle all business, assisted by Vice Presidents.
Article 26: The appointment, dismissal, and remuneration of the President shall be submitted by the Chairman of the Board to the Board of Directors for decision.
The appointment, dismissal, and remuneration of Vice Presidents shall be submitted by the President to the Board of Directors for decision.

Chapter 6 Accounting

Article 27: The Company conducts final accounts once each fiscal year on December 31, which is considered to be the final accounting period.
Article 28: At the end of each fiscal year, the Company’s Board of Directors shall prepare the following list of documents, which shall be reviewed and audited in accordance with the law before submitted to the annual shareholders’ meeting for recognition.
Business report.
Financial statements.
Proposal for distribution of earnings or loss offsetting
Article 29: As the Company’s industry is in a maturing phase with intense industry competition, in proposing the distribution of earnings, the Board of Directors shall take into consideration the budget for future capital expenditure and funds needed, and weigh the necessity of allocating earnings to support capital needs when deciding on the amount of surplus to be retained or distributed, as well as the amount of dividend to be paid in cash. Where there are earnings after final accounts each year, in addition to paying income taxes in accordance with the law and making up for accumulated losses, if earnings are present, the Company shall appropriate 10% as legal capital reserve and set aside or reverse special capital reserve in accordance with the law. The balance shall be the distributable earnings for the year, along with any undistributed earnings from last year. Shareholders’ dividends shall not be less than 20% of the distributable earnings for the current period, in which the cash dividend ratio shall not be less than 30% of the total dividends to be distributed for the year. The Board of Directors shall propose a motion for the distribution of earnings to the shareholders’ meeting for resolution before the distribution is executed.

The Company authorizes the Board of Directors to distribute all or part of the dividends

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in cash via a special resolution in accordance with the law and to report to the shareholders’ meeting. This provision is not subject to the provision regarding the approval of the shareholders’ meeting in the preceding paragraph.

Article 29-1. If the Company has earnings, it shall set aside 2% of the earnings as remuneration to the employees and no greater than 3% of the balance as remuneration to Directors. However, the Company shall make up for accumulated losses first, if any.

The aforementioned employee remuneration shall be distributed in the form of shares or in cash.

The earnings in paragraph one means the annual pre-tax earnings before deduction of the remuneration to employees and Directors.

Proposals of distributions to employees, Directors and Supervisors shall be presented to the shareholders' meeting for approval after the resolution is passed with the consent of a majority of directors present and with the presence of a majority of directors.

Chapter 7 Supplementary Provisions

Article 30: Matters not specified in the Articles of Association shall be handled in accordance with the provisions of the Company Act.

Article 31: This Articles of Association was established on October 18, 1954, and amended on:

(01)February 17, 1957 (02)March 12, 1959 (03)March 30, 1960

(04) February 20, 1962 (05) October 2, 1962 (06) February 25, 1964 (07) May 6, 1964 (08) February 15, 1965 (09) March 1, 1966 (10) March 20, 1966 (11) December 20, 1966 (12) December 18, 1967 (13) August 20, 1968 (14) March 11, 1970 (15) October 29, 1971 (16) February 26, 1973 (17) September 10, 1973 (18) July 4, 1974 (19) December 9, 1974 (20) February 23, 1976 (21) March 1, 1977 (22) March 28, 1978 (23) March 28, 1980 (24) May 4, 1981 (25) March 30, 1974 (26) March 28, 1975 (27) March 28, 1976 (28) March 28, 1988 (29) March 28, 1989 (30) May 30, 1989 (31) May 11, 1990 (32) May 30, 1991 (33) May 16, 1992 (34) May 28, 1993 (35) May 20, 1994 (36) May 30, 1995 (37) May 29, 1996 (38) May 30, 1997 (39) May 20, 1998 (40) June 3, 2000 (41) May 30, 2002 (42) May 28, 2003 (43) June 13, 2007 (44) June 17, 2010 (45) June 9, 2011 (46) June 15, 2012 (47) June 19, 2013 (48) June 12, 2014 (49) June 11, 2015 (50) June 15, 2016 (51) June 22, 2018 (52) June 20, 2019

Chairman: Yu Peng Investment Co., Ltd.

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Appendix II

The Minimum Number of Shares to be Held by All Directors and Their Respective Shareholding

Shareholding of Directors of the Company

I. Pursuant to Article 26 of the Securities Exchange Act and the Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies, the Company shall elect 4 Independent Directors, and the prescribed shareholding ratio for all Directors other than the Independent Directors shall be reduced to 80%, which means the total shares of registered stocks held by the entire Directors shall not be less than 80% of the 3% of the Company’s total issued shares (39,763,580 shares).

II. The breakdown of the number of shares held by each and all Directors recorded in the shareholder register as of the termination of stock transfer at this shareholders’ meeting (starting from April 18, 2021 to June 16, 2021) is as follows:

Job Title	Name	Number of Shares Held
Chairman	Yu Peng Investment Co., Ltd.	1,297,085
Director	Representative of TaiPo Investment Co., Ltd.: Wu Tseng, Chao-Mei	4,056,402
Director	Wu, Liang-Hung	9,566,705
Director	Representative of Sheng-Yuan Investment Co., Ltd.: Hou, Bo-Yi	10,558
Director	Hou, Bo-Yu	103,636,652
Director	Representative of Ruei Xing International Investment Holdings Limited: Chuang, Ying-Nan	26,884,340
Director	Representative of Ruei Xing International Investment Holdings Limited: Chuang, Ying-Chi	Same as Ruei Xing International Investment Co., Ltd.
Director	Representative of Mao Jiang Investment Ltd.: Ho, Chin-Hua	105,590
Director	Representative of Xin Yu Peng Investment Co., Ltd.: Janie, I-Chen Chang	200,000
Director	Representative of Shun Han Hong Investment Co., Ltd.: Chen, Hung- Mo	100,000
Director	Representative of Young Yun Investment Co., Ltd.: Wu, Chung-Ho	10,704,964
Director	Yen, Jen-Shong	14,553,576
Director	Hou, Wen-Tung	10,366,957
Director	Representative of Sheng-Yuan Investment Co., Ltd.: Hou, Chih-Sheng	Same as Sheng-Yuan Investment Co., Ltd.
Director	Representative of Hsin Yung Hsing Investment Co., Ltd.: Hou, Chih- Yuan	76,874,287
Director	Representative of Joyful Investment Co., Ltd.: Cheng, Li-Ling	3,438,931
Independent Director	Nieh, Peng-Ling	260,023
Independent Director	Chiu, Wen-Hui	0
Independent Director	Tsai, Tsung-Yi	0
Independent Director	Ho, Wei-Te	0
Number of Shares Held by All Directors		262,056,070

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AI assistant

TAINAN SPINNING — AGM Information 2021

51803_rns_2021-08-09_99d91fe7-edde-4e9e-a0ca-f748c65dc7b1.pdf

Tainan Spinning Co., Ltd. 2021 Annual General Meeting

Meeting Handbook

Table of Contents

Approved at the General Shareholders’ Meeting on June 17, 2020

Article 1

Article 2

Article 4

Article 9.

Article 13

Article 14 (Election of Directors and/or Supervisors)

III. Call the Meeting to Order

V. Reports:

additionally be determined by the Board of Directors.

VI. Ratifications

VII. Discussions:

Attachment I

Tainan Spinning Co., Ltd. 2020 Business Report

I. 2020 Business Report

(I) Spinning

(II) Synthetic Fibers

II. Outline of 2021 Business Plan

(I) Spinning

(II) Synthetic Fibers

(1) Polyester staple fiber:

(2) Polyester partial oriented yarn (POY):

(3) Draw Textured Yarn (DTY)

(4) Polyester bottle grade chips and solid-state polymerization:

(5) Membrane polyester chips:

III. Future Development Strategy

(I) Long-term Business Development Plan:

(II) Short-term Business Development Plan:

Attachment III

Tainan Spinning Co., Ltd.

Audit Committee’s Review Report

To

Attachment IV

Attachment V

Formulation Date: November 10, 2020

Article 1 (Purpose and Scope of Application)

Article 2 (Prevention from Any Conflicts of Interest)

Article 3 (Avoiding Seeking Private Gains from Positions)

Article 4 (Duty of Confidentiality)

Article 5 (Fair Trade)

Article 6 (Safeguarding and Proper Use of the Company's Assets)

Article 7 (Compliance with Laws and Regulations)

Article 8 (Encouraging Reporting Illegal or Unethical Activities)

Article 9 (Disciplinary Measures)

Article 10 (Procedures for Exemption)

Attachment VI

Tainan Spinning Co., Ltd.

Earnings Distribution Statement for 2020

Attachment VII

Attachment VIII

Article 1

Article 2

Article 3

Article 4

Article 5

Article 8

Article 9.

Article 10

Article 11

Article 12

Article 13

Attachment IX

Attachment X

Appendix I

Chapter 3 Shareholders' Meeting

Chapter 4 Board of Directors and Functional Committees

Chapter 5 Managers and Employees

Chapter 6 Accounting

Chapter 7 Supplementary Provisions

Appendix II

More from TAINAN SPINNING

TAINAN SPINNING AGM Information 2021