TYCOONS - AGM Information 2021 | FinancialReports.eu

Stock Code:2022

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Tycoons Group Enterprise Company Limited

2021 Annual General Meeting Meeting Handbook

9.00 a.m., June 24, 2021 No. 79-1, Xinle St., Gangshan Dist., Kaohsiung City 820, Taiwan (R.O.C.) (meeting room of the Company)

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Meeting Procedure ..................................................................... Page 2 Agenda ....................................................................................... Page 3 One. Report Items ...................................................................... Page 4 Two. Ratification Items .............................................................. Page 9 Three. Discussion Items ............................................................. Page 10 Four. Extraordinary Motions .................................................... Page 10

Attachments

I. Financial Statements and Independent Auditor's Report ..... Page 11 II. Comparison Table for Amendments to the “Regulations for Elections of Directors” ............................................................... Page 37 III. Articles of Incorporation ...................................................... Page 38 IV. Rules and Procedures for Shareholder Meetings ................. Page 43 V. Shareholding of All Directors .............................................. Page 46

１

Tycoons Group Enterprise Company Limited

Meeting Procedure for 2021 Annual General Shareholders’ Meeting

I. Call Meeting to Order (when the attending shareholders representing the number of attending voting rights has met the regulatory cut-off requirement)
II. Chairperson’s Address
III. Report Items
IV. Ratification Items
V. Discussion Items
VI. Questions and Motions
VII. Adjournment

Tycoons Group Enterprise Company Limited Agenda of 2021 Annual General Shareholders’ Meeting

Time: June 24, 2021 (Thursday), 9.00 a.m.

Venue: No. 79-1, Xinle St., Gangshan Dist., Kaohsiung City 820, Taiwan (R.O.C.) (meeting room of the Company)

Chairperson Remarks

One. Report Items:
I. Business Report for 2020.
II. Audit Committee’s Review Report of Audited Financial Statements for 2020.
Two. Ratification Items:
I. Ratification for Business Report and Financial Statements for 2020.
II. Ratification for Accumulated Losses Offsetting Proposal for 2020.
Three. Discussion Items:
I. Proposal for the amendments to the “Regulations for Elections of Directors” of the Company.
Four. Extraordinary Motions
Five. Adjournment

One. [Report Items]

I. Business Report for 2020.

(I) Implementation Status of Business Plans

The yearly standalone revenue of Tycoons amounted to NT$1.178 billion, representing a year-on-year decrease of 18% from NT$1.432 billion last year. The net loss for the current period amounted to NT$185,640 thousand.

The net loss for the current period was mainly due to the COVID-19 pandemic and the uncertainties of the global trade and tariffs. These factors caused the slowdown of the steel industry, thus affecting the profitability of the Company. In recent years, as the economic recovery of the US and Europe has gained momentum. The impact of decrease in production of steel factories has also begun to unfold, stimulating the growth of the steel market along the way, bringing the gross profit margin of the Company for 2020 to 13%. Currently, the commodity prices for coal and iron ore remain high, thus driving up the raw material and production costs. Compounded by the market psychology, in which the expectation of shortage causing further competition in securing these raw materials, the commodity prices are driven up further.

Looking forward to the second half of the year, as many countries are commencing their respective vaccination program, the consumption of the US and Europe market and the economy have high chances of recovery as compared to the first half of the year. The demand for steel would also pick up, which is beneficial for the steady growth of the steel market this year.

The consolidated revenue of the Group for 2020 amounted to NT$7.93 billion. The net loss attributable to shareholders of the parent company amounted to NT$185,640 thousand.

Unit: NTD thousand

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Profit or loss item 2020 Percentage 2019 Percentage Increase/decrease Percentage
Operating income 1,178,471 100 1,431,635 100 (253,164) (18)
Operating cost (1,028,609) (87) (1,387,582) (97) (358,973) (26)
Gross profit 149,862 13 44,053 3 105,809 240
Unrealized loss from
sales (2,920) - (3,548) - (628) (18)
Realized gain from
sales 2,922 - 4,146 - (1,224) (30)
Gross profit - net 149,864 13 44,651 3 105,213 236
Operating expenses (104,470) (9) (116,647) (8) (12,177) (10)
Net gain (loss) 45,394 4 (71,996) (5) 117,390 (163)
Non-operating
expenses (239,337) (20) (693,174) (49) (453,837) (65)
Loss before tax (193,943) (16) (765,170) (54) (571,227) (75)
Net loss for the current
period (185,640) (16) (786,105) (55) (600,465) (76)
Loss per share (0.39) (1.64)
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(II) Financial Income and Loss

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Item 2020 2019 Increase/decrease
Net cash outflow from operating activities (441,758) (121,242) (320,516)
Net cash inflow from investing activities 112,076 1,117,945 (1,005,869)
Net cash inflow (outflow) in financing 288,542 (1,130,867) 1,419,409
activities
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The net cash outflow from operating activities increased as compared to the previous year, mainly due to the increase in prepayment for the current period.
Net cash inflow from investing activities decreased as compared to the previous year, mainly due to capital reduction undertaken by investee company accounted for using the equity method in 2019. Share capital was paid back to the Company.
Net cash inflow in financing activities increased as compared to the previous

year, mainly due to early repayments made on most of the short-term borrowings in 2019.

(III) Profitability Analysis

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Item 2020 2019
Return on assets (3.41) (12.23)
Return on equity (4.42) (17.10)
Profit margin (15.75) (54.91)
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In 2020, the Company saw a net loss. As such the profitability ratios for the year are all negative.

(IV) Research and development:

Due to the change in business environment, the Company shall continue to improve its production processes and develop new products.

(V) Future business strategy and important production and marketing policies:
The Company shall source for new customers to increase the sales of wire rods and wires.
The Company shall closely adjust the price quoting to the wire rods market to counter the fluctuation in cost. To ensure that the production for wire reaches full capacity, the Company shall increase the utilization rate, so as to satisfy customer needs.
For the sales of screws and bolts, the Company shall continue to make use of various market channels to increase the number of customers, create a balanced product profile and increase the gross margin.

For the export of shear studs, with the economic recovery, the Company shall continue to expand its market.
For the domestic market of shear studs, the Company shall grasp the opportunity to raise price quotation to reflect the increase in cost and create profits.

(VI) Execution of budget: Not applicable.

The main production base of Tycoons Group Enterprise is located in Thailand. The Thai Ministry of Finance recently announced the guidelines on “Made in Thailand” in January 2021 to promote the steel demand in the country. The Thai government has rolled out a policy whereby the use of local content shall not be lower than 60% and stipulated that the use of steel in the government infrastructure projects must not be less than 90% of the total steel used. The Thai government has also rolled out a policy whereby the domestic steel manufacturers shall be selected over others in the bidding of steel used in government infrastructure projects. These policies are expected to promote the use of local steel in the government construction projects and thus benefit the sales performance of Tycoons Thailand.

In the future, we shall deepen the product planning and pursue cost reduction to maintain our core competitive advantages in the steel industry. By upholding the philosophy of self-surpassing, the Company pursues product diversification and enhancement of operating efficiency to cater to the rapid changing market and create more profits for the shareholders.

Tycoons Group Enterprise Company Limited

Chairwoman: Lu, Yen-Chuan President: Huang, Wen-Sung Finance Director: Chou, Pi-Wan

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

Audit Committee’s Review Report

The Audit Committee has reviewed the business reports, financial reports and accumulated losses offsetting proposal for 2020 prepared and submitted by the Company

and found no material misstatement. In accordance with the Company Act, Article 219

and the Securities and Exchange Act, Article 14-4, the Committee thus submits the review report.

For

2021 Annual General Shareholders’ Meeting of Tycoons Group Enterprise Company

Limited

Convener of Audit Committee: Wei, Gong-Ao

March 25, 2021

Two. [Ratification Items]

Proposal 1 (Proposed by the Board of Directors)

Item: Ratification for business report and financial statements for 2020.

Description: The financial statements for 2020 had been reviewed by the Audit Committee and resolved by the Board of Directors. Furthermore, certified public accountants, Lai Yung-Chi and Ting, Hung-Sun from Baker Tilly Clock & Co had conducted an audit and issued an independent auditor’s report for the financial statements (see pages 11-36 of the Meeting Handbook, Attachment 1). The Audit Committee had also reviewed the business report (see pages 4-7 of the Meeting Handbook) and issued a report.

Resolution:

Proposal 2 (Proposed by the Board of Directors)

Proposal: Ratification for Accumulated Losses Offsetting Proposal for 2020.

Description: The accumulated losses offsetting proposal for 2020 is as follows.

Tycoons Group Enterprise Company Limited Deficit Compensation Statement 2020

Unit: NTD＄

Unit: NTD＄
Item Beginning balance of accumulated losses Net loss after tax for the period Equity securities measured at fair value through other comprehensive income Actuarial gains and losses on defined benefit plan Deficit yet to be compensated – at the end of 2020	Amount
	( $ 1,270,414,761 ) ( 185,640,023 ) ( 28,853,444 ) 62,515 ( $ 1,484,845,713 )

Chairwoman: Lu, Yen-Chuan President: Huang, Wen-Sung Finance Director: Chou, Pi-Wan

Resolution:

Three. [Discussion Items]

Proposal 1 (Proposed by the Board of Directors)

Proposal: Proposal for the amendments to the “Regulations for Elections of Directors” of the Company.

Description: Pursuant to the amendments on the law and regulations, it is proposed to make amendments to the partial articles of the Regulations for Elections of Directors. For the comparison table for the amendments, please see Attachment 2 at page 37 of the Meeting Handbook.

Resolution:

Four. [Extraordinary Motions]

Five. [Adjournment]

INDEPENDENT AUDITORS' REPORT

Attachment 1

INDEPENDENT AUDITORS' REPORT

NO.11351090EA

To the Board of Directors of Tycoons Group Enterprise Co., Ltd.,

Opinion

We have audited the accompanying parent company only financial statements of Tycoons Group Enterprise Co., Ltd. (“the Company”), which comprise the parent company only balance sheets as of December 31, 2020 and 2019, and the parent company only statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2020 and 2019, and notes to the parent company only financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the reports of other auditors (please refer to Other Matter paragraph), the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of the Company as of December 31, 2020 and 2019, and its parent company only financial performance and its parent company only cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (“the Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. We believe

that the audit evidence we have obtained, inclusive of the reports from other auditors, is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements for the year ended December 31, 2020. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

1. Inventories Valuation

Refer to Note 4(5) and 6(6) to the parent company only financial statements for the accounting policies and the details of the information about inventories. Description of the key audit matter

In the parent company only financial report, the inventory is measured at the lower of cost or net realizable value. The Company is principally engaged in the production of metal products such as screws, nuts and wales. The value of inventories is susceptible to fluctuations in the price of the demand market and the speed of change of the respective industries. The sales of products may fluctuate violently, resulting in inventory obsolescence losses and expired losses, there is a risk that inventory costs may exceed the net realizable value.

How the matter was addressed in our audits

Review the aging schedule of inventories and analysis the changes.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management.
Obtain the quantity data of inventory at the end of the period and compare it with the inventory and actually observe the inventory to verify the existence and completeness of inventory.
By understanding the sale price made by management and the situation of market price after the accounting period to evaluate the reasonableness of inventory net realizable value and compare the recent sales price or purchase cost of the

inventories with the cost of the book to confirm that the inventories have been evaluated at the lower of cost or realizable value.

Evaluate the fairness of the disclosure of allowance for inventories valuation.

2. Impairment of Investment accounted for using the equity method

Refer to Note 4(6) and 6(7) to the parent company only financial statements for the accounting policies and the details of the information about the impairment of Investment accounted for using the equity method.

Description of the key audit matter

Due to the consideration of business strategy, the Company has invested in Thailand, Vietnam, China and other countries. These investments accounted for using the equity method are important assets for the Company. So, we focus on the evaluation of the impairment of these investments.

How the matter was addressed in our audits

Review the identification of cash-generating units and whether there is an indication exist by the management.
Review the important assumptions that have been used by the management, Such as the expected future cash flows, discount rate and, etc.
Querying the management, whether there is a significant matter after the date of the balance sheet, that affected the result of the evaluation.
Evaluate the fairness of the disclosure of these investments.

3. Revenue recognition

Refer to Note 4(11) and 6(17) to the parent company only financial statements for the accounting policies and the details of information about revenue recognition.

Description of the key audit matter

Revenue recognition when the risks and rewards of product transfer of and recorded amount directly affect the annual profit and loss of the Company. The Company and its clients have different trading conditions, we should identify the transfer of

risks and rewards in accordance with trading conditions to recognize revenue. Therefore, there is a risk of revenue being recognized at an inappropriate amount or earlier than appropriate.

How the matter was addressed in our audits

Understand and test the Company’s internal control related to revenue recognition.
Understand the income type and trading conditions of the Company, to assess whether the accounting policy of revenue being recognized at the time is appropriate.
By the sampling method, examine supporting documents for actual sales transactions occurring during the year and near the end of the accounting period.

Other Matter

Making reference to the audits of component auditors

We did not audit the financial statements of certain subsidiaries, associates and joint ventures accounted for using the equity method. Those financial statements were audited by other auditors, whose reports thereon have been furnished to us, and our opinion expressed herein are based solely on the reports of other auditors. The subsidiaries, associates and joint ventures accounted for under the equity method amounted to $427,701 thousand and $701,179 thousand, representing 8% and 13% of total assets as of December 31, 2020 and 2019, respectively. And the related share of profit from the subsidiaries, associates and joint ventures accounted for under the equity method amounted to $(321,118) thousand and $(47,420) thousand, representing 166% and 6% of the loss before income tax of the Company for the year ended December 31, 2020 and 2019, respectively.

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

Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the

Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.

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

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

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

Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.

As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and

appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the Company audit. We remain solely responsible

for our audit opinion.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements for the year ended December 31, 2020 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Baker Tilly Clock & Co

Yung-Chi Lai, CPA Hung-Hsun Ting, CPA March 25,2021

The accompanying financial statements are intended only to present the financial position, financial performance and its cash flow in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally accepted and applied in the Republic of China. The auditors’ report and the accompanying financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between or any difference in the interpretation of the English and Chinese language auditors’ report and financial statements, the Chinese version shall prevail.

TYCOONS GROUP ENTERPRISE CO., LTD.

PARENT COMPANY ONLY BALANCE SHEETS

DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan Dollars)

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December 31,2020 December 31,2019
ASSETS NOTES
Amount ％ Amount ％
CURRENT ASSETS
Cash and cash equivalents 6(1) $ 53,222 1 $ 94,362 2
Financial assets at fair value through profit or loss, 6(2) 2 －－－
current
Financial assets at amortized cost, current 6(3),8 170,880 3 －－
－－
Notes receivable, net 6(5) 15,264 16,279
Accounts receivable, net 6(5),7 59,995 1 64,671 1
Other receivables 7 178,362 3 4,151 －
Current tax assets 6(21) 114 － 266 －
Inventories 6(6) 108,131 2 347,206 7
Prepayments 7 831,945 16 25,249 －
Other current assets 2,525 － 2,146 －
Other financial assets, current 8 10,036 －－－
Total current assets 1,430,476 26 554,330 10
NON-CURRENT ASSETS
Financial assets at fair value through other －－
6(4) 7,745 4,694
comprehensive income, non-current
Investments accounted for using the equity method 6(7) 3,324,143 63 4,142,776 79
Property, plant and equipment 6(8),8 521,210 10 530,327 11
－－－
Right-of-use asset 6(9) 4,886
Guarantee deposits paid 234 － 483 －
Other non-current financial assets 18,792 1 18,792 －
Total non-current assets 3,872,124 74 4,701,958 90
TOTAL $ 5,302,600 100 $ 5,256,288 100
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(Continued)

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

TYCOONS GROUP ENTERPRISE CO., LTD.

PARENT COMPANY ONLY BALANCE SHEETS

DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan Dollars)

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December 31,2020 December 31,2019
LIABILITIES AND EQUITY NOTES
Amount ％ Amount ％
CURRENT LIABILITIES
Current borrowings 6(10),8 $ 410,000 8 $ 110,000 2
Short-term notes and bills payable 6(11) 49,951 1 49,965 1
Contract liabilities, current 130,104 2 90,205 2
Notes payable 58,830 1 49,162 1
Accounts payable 7 28,975 1 45,505 1
Other payables 41,762 1 24,648 －
－－－
Lease liabilities, current 6(9) 3,738
Bonds payable, current portion 6(12) 200,000 4 －－
－－－
Long-term borrowings, current portion 6(13),8 12,500
Other current liabilities, other 609 － 681 －
Total current liabilities 932,731 18 373,904 7
NON-CURRENT LIABILITIES
Bonds payable 6(12) －－ 200,000 4
Long-term bank loans 6(13),8 37,500 1 200,000 4
Deferred tax liabilities 6(21) 80,987 2 136,752 2
－－－
Lease liabilities, non-current 6(9) 1,210
Long-term accounts payable 7 165,178 3 23,361 －
Guarantee deposits received 104 － 104 －
Total non-current liabilities 283,769 6 561,427 10
Total liabilities 1,216,500 24 935,331 17
EQUITY
Share capital 6(15) 4,797,520 90 4,797,520 91
Capital surplus 6(15) 340,560 6 206,365 5
Retained earnings 6(15)
－－
Legal reserve 16,248 16,248
Accumulated deficit (1,484,846) (28) (1,270,414) (24)
Other equity interest 6(15) 416,618 8 571,238 11
Total equity 4,086,100 76 4,320,957 83
TOTAL $ 5,302,600 100 $ 5,256,288 100
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The accompanying notes are an integral part of the parent company only financial statements.

TYCOONS GROUP ENTERPRISE CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan Dollars)

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For the Years Ended December 31
ITEMS NOTE 2020 2019
Amount ％ Amount ％
OPERATING REVENUES 6(16),7 $ 1,178,471 100 $ 1,431,635 100
OPERATING COSTS 6(22),7 (1,028,609) (87) (1,387,582) (97)
GROSS PROFIT FROM OPERATIONS 149,862 13 44,053 3
Unrealized loss from sales (2,920) － (3,548) －
Realized profit on from sales 2,922 － 4,146 －
Gross profit from operations 149,864 13 44,651 3
OPERATING EXPENSES 6(22)
Selling expenses (35,870) (3) (35,514) (2)
Administrative expenses (68,600) (6) (81,024) (6)
Impairment loss determined in accordance with －－－
6(5) (109)
IFRS 9
Total operating expenses (104,470) (9) (116,647) (8)
NET OPERATIONS LOSS 45,394 4 (71,996) (5)
NON-OPERATING INCOME AND EXPENSES
Other income 6(18) 15,064 1 1,709 －
－
Other gains and losses 6(19) (2,964) (14,156) (1)
Finance costs 6(20) (10,500) (1) (24,191) (2)
Share of the loss of associated and joint ventures
6(7) (240,937) (20) (656,536) (46)
accounted for using the equity method
Total non-operating income and expenses (239,337) (20) (693,174) (49)
LOSS BEFORE INCOME TAX (193,943) (16) (765,170) (54)
TAX EXPENSE 6(21) 8,303 － (20,935) (1)
LOSS (185,640) (16) (786,105) (55)
OTHER COMPREHENSIVE INCOME (LOSS)
Components of other comprehensive income that
will not be reclassified to profit or loss
Gains on remeasurements of defined benefit
62 －－－
plans
Unrealized gain from investments in equity
instruments measured at fair value through other 3,051 － 15,047 1
comprehensive income
Components of other comprehensive income that
will be reclassified to profit or loss
Exchange differences on translation (222,886) (19) 282,667 14
Share of the other comprehensive (loss) income
5,747 1 (8,226) 5
of subsidiaries and associates
Income tax related to components of other
comprehensive loss that will be reclassified to 6(21) 47,462 4 (39,995) (2)
profit or loss
Other comprehensive income (166,564) (14) 249,493 18
TOTAL COMPREHENSIVE LOSS $ (352,204) (30) $ (536,612) (37)
LOSS PER SHARE 6(16)
BASIC EARNINGS PER SHARE $ (0.39) $ (1.64)
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The accompanying notes are an integral part of the parent company only financial statements.

TYCOONS GROUP ENTERPRISE CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan Dollars)

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Retained earnings Other equity interests
Unrealized
(losses) gains on
Exchange
financial assets
differences on
DESCRIPTION Common Stock Capital Surplus Accumulated measured at fair Total equity
Legal reserve translation of
deficits value through
foreign financial
other
statements
comprehensive
income
BALANCE, JANUARY 1, 2019 $ 4,797,520 $ 154,337 $ 16,248 $ (541,080) $ 430,861 $ 13,809 $ 4,871,695
－－－－－
Net loss for the year ended December 31, 2019 (786,105) (786,105)
Other comprehensive income for the year ended December 31, 2019, net of －－－
(1,278) 226,134 24,637 249,493
income tax
Total comprehensive (loss) income －－－ (787,383) 226,134 24,637 (536,612)
Recognition of the change in the equity of the subsidiary － 18,289 － (66,154) － (47,865)
Difference between consideration and the carrying amount of subsidiaries －－－－－
33,739 33,739
acquired or disposed
Disposal of investments in equity instruments designated at fair value through －－－－－
58,049 (58,049)
other comprehensive income
BALANCE, DECEMBER 31, 2019 4,797,520 206,365 16,248 (1,270,414) 590,841 (19,603) 4,320,957
BALANCE, JANUARY 1, 2020 4,797,520 206,365 16,248 (1,270,414) 590,841 (19,603) 4,320,957
－－－－－
Net loss for the year ended December 31, 2020 (185,640) (185,640)
Other comprehensive income for the year ended December 31, 2020, net of －－－ 62 (175,424) 8,798 (166,564)
income tax
Total comprehensive (loss) income －－－ (185,578) (175,424) 8,798 (352,204)
Difference between consideration and the carrying amount of subsidiaries －－－
134,195 (14,425) (441) 119,329
acquired or disposed
Disposal of investments in equity instruments designated at fair value through －－－－
(28,854) 26,872 (1,982)
other comprehensive income
BALANCE, DECEMBER 31, 2020 $ 4,797,520 $ 340,560 $ 16,248 $ (1,484,846) $ 400,992 $ 15,626 $ 4,086,100
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The accompanying notes are an integral part of the parent company only financial statements.

TYCOONS GROUP ENTERPRISE CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan Dollars)

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DESCRIPTION 2020 2019
CASH FLOWS FROM OPERATING ACTIVITIES
Loss before tax $ (193,943) $ (765,170)
Adjustments
Adjustments to reconcile profit (loss)
Depreciation expense 24,747 30,611
－
Expected credit loss 109
Net (gain) loss on financial assets and liabilities at fair
(2) 879
value through profit or loss
Interest expense 7,296 18,417
Interest income (3,384) (989)
Dividend income (118) (720)
Share of the loss of associates and joint ventures 240,937 656,536
Gain on disposal and write-off of property, plant and
(1,883) (150)
equipment
－
Gain on disposal of investments (522)
－
Gain on lease modification (41)
－
Impairment loss 20,020
Realized gain on the transactions with subsidiaries and
(2) (598)
associates
Changes in operating assets and liabilities
Financial assets mandatorily classified as at fair value －
(853)
through profit or loss
Notes receivable 1,015 23,370
Accounts receivable 4,676 3,778
Other receivables 4,106 937
Inventories 239,075 364,885
Prepayments (806,696) 5,761
Other current assets (379) 364
Contract liabilities 39,899 (140,662)
Notes payable 9,668 (34,817)
Accounts payable (16,530) (271,186)
Other payables 17,181 (5,296)
Other current liabilities, other (72) 569
－
Net defined benefit liabilities, non-current (8,531)
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(Continued)

TYCOONS GROUP ENTERPRISE CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan Dollars)

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DESCRIPTION 2020 2019
Cash outflow generated from by operations $ (434,972) $ (102,736)
Interest received 66 1,323
Interest paid (7,004) (19,715)
Income taxes refund (paid) 152 (114)
Net cash used in operating activities (441,758) (121,242)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from disposal of financial assets at fair value －
63,938
through other comprehensive income
Acquisition of financial assets at fair value through profit or －
(15,052)
loss
Proceed from the disposal of financial assets at fair value －
15,574
through profit or loss
(Increase) decrease in financial assets measured at amortized
(170,880) 60,725
cost
Acquisition of investments accounted for the using equity
(113,526) (2,464)
method
Proceeds from disposal of investments accounted for using
155,943 13
the equity method
Proceeds from the capital reduction of investment accounted
260,552 929,491
for using the equity method
Acquisition of property, plant and equipment (12,926) (14,527)
Proceeds from disposal of property, plant and equipment 2,060 305
Decrease in refundable deposits 249 13
(Increase) decrease in other financial assets (10,036) 69,422
Dividend received 118 11,029
Net cash flows from investing activities 112,076 1,117,945
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in short-term borrowings 300,000 (490,000)
(Decrease) increase in short-term notes and bills payable (373) 49,965
Decrease in long-term borrowings (150,000) (678,000)
－
Decrease in guarantee deposits received (16)
Increase (decrease) in long-term accounts payables 141,817 (9,171)
Payment of lease liabilities (2,902) (3,645)
Net cash flow from (used in) financing activities 288,542 (1,130,867)
NET DECREASE IN CASH AND CASH EQUIVALENTS (41,140) (134,164)
CASH AND CASH EQUIVALENTS AT BEGINNING OF
94,362 228,526
THE PERIOD
CASH AND CASH EQUIVALENTS AT END OF THE
$ 53,222 $ 94,362
PERIOD
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The accompanying notes are an integral part of the parent company only financial statements.

INDEPENDENT AUDITORS' REPORT

NO.11351090ECA

To the Board of Directors of Tycoons Group Enterprise Co., Ltd.,

Opinion

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

In our opinion, based on our audits and the reports of other auditors (please refer to Other Matter paragraph), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2020 and 2019, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), interpretations as well as related guidance endorsed by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2020. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

1. Inventories Valuation

Refer to Note 4(6) and 6(6) to the consolidated financial statements for the accounting policies and the details of the information about inventories.

Description of the key audit matter

In the consolidated financial report, the inventory is measured at the lower of cost or net realizable value. The Group is principally engaged in the production of metal products such as screws, nuts and wales. The value of inventories is susceptible to fluctuations in the price of the demand market and the speed of change of the respective industries. The sales of products may fluctuate violently, resulting in inventory obsolescence losses and expired losses, there is a risk that inventory costs may exceed the net realizable value.

How the matter was addressed in our audits

Review the aging schedule of inventories and analysis the changes.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management.
Obtain the quantity data of inventory at the end of the period and compare it with the inventory and actually observe the inventory to verify the existence and completeness of inventory.
By understanding the sale price made by management and the situation of market price after the accounting period to evaluate the reasonableness of inventory net realizable value and compare the recent sales price or purchase cost of the inventories with the cost of the book to confirm that the inventories have been evaluated at the lower of cost or realizable value.
Evaluate the fairness of the disclosure of allowance for inventories valuation.

2. Revenue recognition

Refer to Note 4(15) and 6(19) to the consolidated financial statements for the accounting policies and the details of information about revenue recognition.

Description of the key audit matter

Revenue recognition when the risks and rewards of product transfer of and recorded amount directly affects the annual profit and loss of the Group. The Group and its clients have different trading conditions, we should identify the transfer of risks and rewards in accordance with trading conditions to recognize revenue. Therefore, there is a risk of revenue being recognized at an inappropriate amount or earlier than appropriate.

How the matter was addressed in our audits

Understand and test the Group’s internal control related of revenue recognition.
Understand the income types and trading conditions of the Group, to assess whether the accounting policies of revenue being recognized at the time is appropriate.
By the sampling method, examine supporting documents for actual sales transactions occurring during the year and near the end of the accounting period.

Other Matter

Making reference to the audits of component auditors

We did not audit the financial statements of certain consolidated subsidiaries of the Group. Those statements were audited by other auditors, whose reports have been furnished to us, and our opinion expressed herein, insofar as it relates to the amounts included in the consolidated financial statements relative to these consolidated subsidiaries was based solely on the reports of other auditors. The total assets of the subsidiaries amounted to NT$74,979 thousand and NT$97,431 thousand, both representing 1% of total consolidated assets as of December 31, 2020 and 2019, respectively. And the total revenues of the subsidiaries amounted to NT$44,707 thousand and NT$72,962 thousand, both representing 1% of total consolidated

revenues for the years ended December 31, 2020 and 2019, respectively.

We did not audit the financial statements of associates and joint ventures accounted for under the equity method. These financial statements were audited by other auditors, the associates and joint ventures accounted for under the equity method amounted to $366,085 thousand and $631,467 thousand, representing 4% and 7% of total consolidated assets as of December 31, 2020 and 2019, respectively. And the related share of profit from the associates and joint ventures accounted for under the equity method amounted to $(315,660) thousand and $(38,036) thousand, representing 80% and 6% of the consolidated comprehensive loss for the year ended December 31, 2020 and 2019, respectively.

Parent company only financial statements

We have also audited the parent company only financial statements of Tycoons Group Enterprise Co., Ltd. as of and for the years ended December 31, 2020 and 2019 on which we have issued an unmodified opinion.

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

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuer and the IFRSs, IASs, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has

no realistic alternative but to do so.

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

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose

of expressing an opinion on the effectiveness of the Group’s internal control.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2020 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Baker Tilly Clock & Co

Yung-Chi Lai, CPA Hung-Hsun Ting, CPA March 25,2021

The accompanying consolidated financial statements are intended only to present the financial position, financial performance and its cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China. The auditors’ report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language auditors’ report and consolidated financial statements, the Chinese version shall prevail.

TYCOONS GROUP ENTERPRISE CO., LTD. AND ITS SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan Dollars)

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December 31,2020 December 31,2019
ASSETS NOTES
Amount ％ Amount ％
CURRENT ASSETS
Cash and cash equivalents 6(1) $ 252,026 3 $ 621,921 7
Financial assets at fair value through profit or loss, 6(2) 2 － 643 －
current
Financial assets at amortized cost, current 6(4),8 240,698 3 60,668 1
Notes receivable, net 6(5) 58,174 1 36,844 －
Accounts receivable, net 6(5),7 602,340 7 855,803 10
Other receivables 7 46,538 1 14,012 －
Current tax assets 6(23) 2,149 － 2,025 －
Inventories 6(6),8 2,387,923 29 2,224,525 25
Prepayments 285,250 3 172,337 2
Other current assets 2,525 － 2,146 －
Other financial assets, current 8 10,036 －－－
Total current assets 3,887,661 47 3,990,924 45
NON-CURRENT ASSETS
Financial assets at fair value through other
6(3) 114,780 2 159,836 2
comprehensive income, non-current
Investments accounted for using equity method 6(8),8 366,085 5 631,467 7
Property, plant and equipment 6(9),8 3,694,924 45 3,952,038 45
Right-of-use assets 6(10),8 45,212 1 51,778 1
－－
Intangible assets 10,518 11,763
Deferred tax assets 6(23) 17,365 － 25,890 －
－－
Guarantee deposits paid 1,091 1,151
Other non-current financial assets 18,792 － 18,792 －
－－
Other non-current assets, other 5,780 10,398
Total non-current assets 4,274,547 53 4,863,113 55
TOTAL $ 8,162,208 100 $ 8,854,037 100
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(Continued)

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

TYCOONS GROUP ENTERPRISE CO., LTD. AND ITS SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan Dollars)

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LIABILITIES AND EQUITY NOTES December 31,2020 December 31,2019
Amount ％ Amount ％
CURRENT LIABILITIES
Current borrowings 6(12),8 $ 1,540,242 19 $ 1,783,570 20
Short-term notes and bills payable 6(13) 49,951 1 49,965 －
Financial liabilities at fair value through profit or －－
6(2) 10,077 1,464
loss, current
Contract liabilities, current 206,056 3 169,241 2
Notes payable 109,776 1 93,941 1
Accounts payable 188,425 2 123,273 1
Accounts payable-related parties 7 5,836 － 307,444 4
Other payables 7 155,181 2 186,690 2
Current tax liabilities 6(23) 8,756 － 2,625 －
－－－
Lease liabilities, current 6(10) 3,738
Bonds payable, current portion 6(14) 200,000 2 －－
Long-term borrowings, current portion 6(15),8 52,165 1 56,938 1
Other current liabilities, other 25,497 － 1,295 －
Total current liabilities 2,551,962 31 2,780,184 31
NON-CURRENT LIABILITIES
Bonds payable 6(14) －－ 200,000 2
Long-term bank loans 6(15),8 37,500 － 242,232 3
Deferred tax liabilities 6(23) 80,987 1 136,752 2
－－－
Lease liabilities, non-current 6(10) 1,210
Net defined benefit liabilities, non-current 6(16) 38,380 1 37,469 －
Guarantee deposits received 2,181 － 6,454 －
Total non-current liabilities 159,048 2 624,117 7
Total liabilities 2,711,010 33 3,404,301 38
EQUITY ATTRIBUTABLE TO OWNERS OF
PARENT
Share capital 6(17) 4,797,520 59 4,797,520 54
Capital surplus 6(17) 340,560 4 206,365 2
Retained earnings 6(17)
－－
Legal reserve 16,248 16,248
Accumulated deficit (1,484,846) (18) (1,270,414) (14)
Other equity interests 6(17) 416,618 5 571,238 7
Total equity attributable to owners of the parent 4,086,100 50 4,320,957 49
NON-CONTROLLING INTERESTS 1,365,098 17 1,128,779 13
Total equity 5,451,198 67 5,449,736 62
TOTAL $ 8,162,208 100 $ 8,854,037 100
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The accompanying notes are an integral part of the consolidated financial statements.

TYCOONS GROUP ENTERPRISE CO., LTD. AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED ON DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan Dollars)

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For the Years Ended December 31
ITEMS NOTE 2020 2019
Amount ％ Amount ％
OPERATING REVENUES 6(19),7 $ 7,930,384 100 $ 11,519,202 100
OPERATING COSTS 6(24),7 (7,397,427) (93) (11,268,848) (98)
GROSS PROFIT FROM OPERATIONS 532,957 7 250,354 2
OPERATING EXPENSES 6(24)
Selling expenses (145,389) (2) (220,754) (2)
Administrative expenses (246,321) (3) (296,191) (2)
－－
Research and development expenses (9,082) (10,549)
－－
Impairment gain determined in accordance with IFRS 9 6(5) (14,483) 13,929
Total operating expenses (415,275) (5) 513,565 (4)
NET OPERATIONS INCOME 117,682 2 (263,211) (2)
NON-OPERATING INCOME AND EXPENSES
Other income 6(20) 20,107 － 4,079 －
Other gains and losses 6(21) 37,444 1 (426,419) (4)
Finance costs 6(22) (65,489) (1) (104,190) (1)
Share of the profit of associates and joint ventures －
6(8) (315,826) (4) (36,956)
accounted for using the equity method
Total non-operating income and expenses (323,764) (4) (563,486) (5)
PROFIT FROM CONTINUING OPERATION BEFORE
TAX (206,082) (2) (826,697) (7)
TAX EXPENSE 6(23) (13,741) － (66,668) (1)
PROFIT FROM CONTINUING OPERATION (219,823) (2) (893,365) (8)
LOSS FROM DISCONTINUED OPERATIONS 6(7) －－ (114,061) (1)
LOSS (219,823) (2) (1,007,426) (9)
OTHER COMPREHENSIVE INCOME (LOSS)
Components of other comprehensive income that will not
be reclassified to profit or loss
Gain on remeasurement of defined benefit pension 62 － (2,192) －
plans
Unrealized gain from investments in equity instruments
－－
measured at fair value through other comprehensive 8,798 16,146
income
Share of other comprehensive income of associates and －－ 410 －
joint ventures
Components of other comprehensive income that will be
reclassified to profit or loss
Exchange differences on translation (228,855) (3) 273,739 3
Equity related to non-current asset or disposal groups －－－
71,367
classified as held for sale
Income tax relate to components of other
comprehensive loss that will be reclassified to profit or 6(23) 47,462 1 (39,995) －
loss
Other comprehensive income (172,533) (2) 319,475 3
TOTAL COMPREHENSIVE LOSS $ (392,356) (4) $ (687,951) (6)
LOSS ATTRIBUTABLE TO :
Owners of parent $ (185,640) (2) $ (786,105) (7)
－
Non-controlling interests (34,183) (221,321) (2)
TOTAL LOSS $ (219,823) (2) $ (1,007,426) (9)
COMPREHENSIVE LOSS ATTRIBUTABLE TO ：
Owners of parent $ (352,204) (4) $ (536,612) (5)
－
Non-controlling interests (40,152) (151,339) (1)
TOTAL COMPREHENSIVE LOSS $ (392,356) (4) $ (687,951) (6)
BASIC EARNINGS PER SHARE 6(18)
Continuing operations $ (0.39) $ (1.42)
－
Discontinued operations $ $ (0.22)
TOTAL BASIC EARNINGS PER SHARE $ (0.39) $ (1.64)
----- End of picture text -----

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

TYCOONS GROUP ENTERPRISE CO., LTD. AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan Dollars)

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Total equity attributable to owners of parent
Retained earnings Other equity interests
Unrealized
(losses) gains
Exchange Equity related
on financial
differences on to non-current Non-controlling
DESCRIPTION Common stock Capital Accumulated translation of assets assets or Subtotal interests Total equity
surplus Legal reserve measured at
deficit foreign disposal groups
fair value
financial classified as
through other
statements held for sale
comprehensive
income
BALANCE, JANUARY 1, 2019 $ 4,797,520 $ 154,337 $ 16,248 $ (541,080) $ 421,543 $ 13,809 $ 9,318 $ 4,871,695 $ 1,379,875 $ 6,251,570
－－－－－－
Net (loss) income for the year ended December 31, 2019 (786,105) (786,105) (221,321) (1,007,426)
Other comprehensive income for the year ended －－－ (1,278) 159,756 24,637 66,378 249,493 69,982 319,475
December 31, 2019, net of income tax
Total comprehensive (loss) income －－－ (787,383) 159,756 24,637 66,378 (536,612) (151,339) (687,951)
Difference between consideration and the carrying － 33,739 －－－－－ 33,739 － 33,739
amount of subsidiaries acquired or disposed
Disposal of investments in equity instruments designated －－－ 58,049 － (58,049) －－－－
at fair value through other comprehensive income
Effect of the disposal of the subsidiary － 18,289 －－ 9,542 － (75,696) (47,865) (99,757) (147,622)
BALANCE, DECEMBER 31, 2019 4,797,520 206,365 16,248 (1,270,414) 590,841 (19,603) － 4,320,957 1,128,779 5,449,736
BALANCE, JANUARY 1, 2020 4,797,520 206,365 16,248 (1,270,414) 590,841 (19,603) － 4,320,957 1,128,779 5,449,736
－－－－－－
Net loss for the year ended December 31, 2020 (185,640) (185,640) (34,183) (219,823)
Other comprehensive income for the year ended －－－ 62 (175,424) 8,798 － (166,564) (5,969) (172,533)
December 31, 2020, net of income tax
Total comprehensive (loss) income －－－ (185,578) (175,424) 8,798 － (352,204) (40,152) (392,356)
Difference between consideration and the carrying － 134,195 －－ (14,425) (441) － 119,329 － 119,329
amount of subsidiaries acquired or disposed
Disposal of investments in equity instruments designated －－－ (28,854) － 26,872 － (1,982) － (1,982)
at fair value through other comprehensive income
Changes in non-controlling interests －－－－－－－－ 276,471 276,471
BALANCE, DECEMBER 31, 2020 $ 4,797,520 $ 340,560 $ 16,248 $ (1,484,846) $ 400,992 $ 15,626 $ － $ 4,086,100 $ 1,365,098 $ 5,451,198
----- End of picture text -----

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

TYCOONS GROUP ENTERPRISE CO., LTD. AND ITS SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan Dollars)

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DESCRIPTION 2020 2019
CASH FLOWS FROM OPERATING ACTIVITIES
Loss from continuing operations before tax $ (206,082) $ (826,697)
－
Loss from discontinued operations before tax (101,653)
Adjustments
Adjustments to reconcile profit (loss)
Depreciation expense 318,209 517,879
Amortization expense 16,957 22,157
Expected credit loss (gain) 14,483 (13,929)
Impairment loss 320 430,144
Net loss on financial assets and liabilities at fair value
19,717 1,414
through profit or loss
Interest expense 62,001 185,625
Interest income (4,611) (3,835)
Dividend income (3,934) (720)
Share of the loss of associates and joint ventures 315,826 36,956
Loss on disposal and write-off of property, plant and
262 97,718
equipment
－
Gain on lease modification (41)
Gain on disposal of investments (522) (48,495)
Changes in operating assets and liabilities
Financial assets mandatorily classified as at fair value
(19,197) 19,125
through profit or loss
Notes receivable (20,669) 72,617
Accounts receivable 224,313 (112,741)
Other receivables (29,146) 8,420
Inventories (261,571) 763,519
Prepayments (112,924) 93,962
Other current assets (379) (1,130)
Contract liabilities 37,532 (168,835)
Notes payable 18,518 (42,360)
Accounts payable (177,787) 55,009
Other payables (21,324) (12,577)
－
Advance receipts (82,034)
Other current liabilities, other 24,132 (3,752)
Net defined benefit liabilities, non-current 3,175 8,778
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(Continued)

TYCOONS GROUP ENTERPRISE CO., LTD. AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan Dollars)

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DESCRIPTION 2020 2019
Cash generated from operations $ 197,258 $ 894,565
Interest received 1,441 4,240
Interest paid (62,523) (195,229)
Income taxes (paid) refund (8,201) 3,017
Net cash generated from operating activities 127,975 706,593
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from disposal of financial assets at fair value
48,753 63,938
through other comprehensive income
(Increase) decrease in financial assets measured at amortized
(184,128) 77,574
cost
－
Proceeds from disposal of the subsidiary 790,178
Acquisition of investment accounted for using the equity －
(64,266)
method
Acquisition of property, plant and equipment (150,123) (498,025)
Proceeds from disposal of property, plant and equipment 3,867 7,591
Decrease (increase) in refundable deposits 21 (1,522)
－
Acquisition of intangible assets (12,718)
(Increase) decrease in other financial assets (10,035) 81,750
Increase in other non-current assets 19,722 (1,324)
Dividend received 3,934 720
Net cash (used in) generated from investing activities (332,255) 508,162
CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in short-term borrowings (152,634) (679,531)
Increase in short-term notes and bills payable 14 49,965
Decrease in long-term borrowings (203,236) (655,682)
(Decrease) increase in guarantee deposits received (4,285) 1,008
Repayment of the principal portion of the lease liability (2,954) (5,267)
Acquisition of ownership interest in subsidiaries (35,069) (10,099)
－
Disposal of ownership interest in subsidiaries 357,694
Changes in non-controlling interests (86,306) 56,122
Net cash (used in) generated from financing activities (126,776) (1,243,484)
EFFECT OF EXCHANGE RATE CHANGES ON CASH
(38,839) (269,640)
AND CASH EQUIVALENTS
NET DECREASE IN CASH AND CASH EQUIVALENTS (369,895) (298,369)
CASH AND CASH EQUIVALENTS AT BEGINNING OF
621,921 920,290
THE PERIOD
CASH AND CASH EQUIVALENTS AT END OF THE
$ 252,026 $ 621,921
PERIOD
ADDITIONAL DISCLOSURE OF CASH FLOW
INFORMATION
Non-cash transaction
Unpaid amount for purchases of property plant and
$ 538 $ 1,690
equipment
----- End of picture text -----

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

	Comparison Table for Amendments to the “Regulations for Elections of Directors”	Comparison Table for Amendments to the “Regulations for Elections of Directors”	Comparison Table for Amendments to the “Regulations for Elections of Directors”	Comparison Table for Amendments to the “Regulations for Elections of Directors”	Attachment 2	Attachment 2
Content of	article				Reason for amendments
	Before amendments		Afteramendments
Article 5	One ballot shall be prepared for each shareholder by the Board of Directors and the ballots shall be serial numbered according to account numbers. The ballots are distributed according to the number of electees. Each ballot shall indicate the numbers of voting rights of each shareholder.		Deleted		Pursuant to the operational guidelines, this article is deleted.
Article 6	The Board of Directorsshall prepare separate ballots for Directors in numbers corresponding to the Directors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders’ meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.		The convenershall prepare separate ballots for Directors in numbers corresponding to the Directors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders’ meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders. Amendments made pursuant to the law and regulations
Article 7	A voter must indicate the candidate's account name in the "candidate" column of the ballot. If a candidate is a shareholder, the shareholder account number must be further indicated; however, if a candidate is a non-shareholder, the ID number must be further indicated. However, when the candidate is a corporate shareholder, the name of the corporate shareholder shall be indicated in the column for the candidate's account name on the ballot paper. Both the names of the corporate shareholder and its representative shall also be indicated.		Deleted Pursuant to the amendments to samples of the competent authority, this article is deleted.
Article 8	A ballot is invalid under any of the following circumstances: (1) The ballot not prepared in accordance withthese Regulations. (2) Two or more names of the candidates are indicated on one ballot; or the number of candidates indicated on one ballot is more than the number of electees. (3) Other words or markings are written on the ballot in addition to the name of the candidate, shareholder account number or tax ID number. (4) A blank ballot that is cast into the ballot boxor a ballot that fails to observe Article 5 and 6 of these Regulations. A ballot that is not cast into the ballot box. (5) The ballot is stained or the writing of the ballot is unclear, indecipherable or altered. (6) If a candidate is a shareholder, the shareholder account name and number indicated do not correspond to the shareholder register; if a candidate is a non-shareholder, the name and ID number do not correspond to the candidate list. (7) The voting rights on the ballot exceed the voting rights on the shareholder register. The total voting rights on the ballot exceed the total voting rights. (8) The name or account number of the candidate, or number of voting rights allotted is not clearly indicated.		A ballot is invalid under any of the following circumstances: (1) The ballot not prepared by theconvener. (2) A blank ballot that is cast into the ballot box. (3) The writing of the ballot is unclear and indecipherable or has been altered. (4) The particulars of candidate indicated on the ballot do not correspond to the Director candidate list. (5) Other words or markings are written on the ballot in addition to the number of voting rights allotted. (6) Two (inclusive) or more names of the candidates are indicated on one ballot.			Amendments made pursuant to the amended samples of the competent authority.
		indicated on one ballot is more than the number of electees. Other words or markings are written on the ballot in addition to the name of the candidate,
		shareholder account number or tax ID number. A blank ballot that is cast into the ballot boxor a ballot that fails to observe Article 5 and 6 of these Regulations. A ballot that is not cast into the ballot box. The ballot is stained or the writing of the ballot is unclear, indecipherable or altered. If a candidate is a shareholder, the shareholder account name and number indicated do not		indecipherable or has been altered. The particulars of candidate indicated on the ballot
				do not correspond to the Director candidate list. Other words or markings are written on the ballot in
				addition to the number of voting rights allotted. Two (inclusive) or more names of the candidates are
		correspond to the shareholder register; if a candidate is a non-shareholder, the name and ID
		number do not correspond to the candidate list. The voting rights on the ballot exceed the voting rights on the shareholder register. The total		indicated on one ballot.
		voting rights on the ballot exceed the total voting rights. The name or account number of the candidate, or number of voting rights allotted is not
		clearly indicated.

Articles of Incorporation of Tycoons Group Enterprise Company Limited

Attachment 3

Section One - General Provisions

Article 1: The Company shall be incorporated under the

Company Act, and its name shall be 聚亨企業股份有限公司 in Chinese.

(Tycoons Group Enterprise Company Limited in English).

Article 2: The scope of business of the Company shall be as follows:
I. Trading of screws, nuts, washers, bolts, and trading of mechanical hardware, hand tools, automobile materials and components.
II. Spheroidization heat treatment, casting, trading and fabrication of steel wire, screws, nuts and other related metal items.
III. Manufacturing, fabrication, trading and exportation of socket wrench components, torque wrenches, screwdrivers, wire rods, iron bars and chains.
IV. Manufacturing, fabrication, trading, exportation and leasing of machinery components, forming machines, tapping machines, heading machines, trimming machines, threading machines, packaging machinery, heat treatment equipment and components of the aforementioned machines.
V. Manufacturing, fabrication, trading and exportation of various types of metal modules.
VI. General import and export trading. (except those that are subject to special approval) VII. H701020 Industrial Factory Development and Rental.
VIII.H701010 Housing and Building Development and Rental.
IX. C801010 Basic Chemical Industrial.
X. F107100 Wholesale of Chemical Materials.
XI. ZZ99999 All business items that are not prohibited or restricted by law, except those subject to special approval.
Article 3: The Company shall establish its head office in Kaoshiung City. Where necessary, the Company shall establish subsidiaries or factories at appropriate locations within or outside the territory of the Republic of China in accordance with the resolution passed by the Board of Directors. The Board of Directors shall determine both establishment and termination of entities.
Article 4: The Company may make reinvestment, in which the total amount of reinvestment shall not be subject to the restriction of not more than forty percent of the Company’s paid-up capital as provided in Article 13 of the Company Act, and shall be determined by the Board of Directors.

Section Two - Shareholdings

Article 5: The total capital stock of the Company shall be in the amount of 7,000,000,000 New Taiwan Dollars, divided into 700,000,000 shares, at ten New Taiwan Dollars each. The Board of Directors is authorized to issue the unissued stocks in batches according to business needs. The employee stock options or new stocks shall be issued by the Company to eligible employees who fulfill certain requirements. The Board of Directors is authorized to resolve the requirements for the purchase.
Article 6: Taiwan Securities Central Depository Company, Limited may request consolidation of existing issued shares into larger denomination share certificates.
Article 7: Article 7: The Company’s stocks are registered stocks and shall be issued after signed or stamped by Director representing the Company. Further, the Company shall be exempted from printing any share certificate for the shares issued.
Article 8: Registration for transfer of shares shall be suspended within sixty (60) days prior to a convening date of a regular shareholders’ meeting, or within thirty (30) days prior to a convening date of a special shareholders’ meeting, or within five (5) days prior to the record

date scheduled by the Company for distribution of dividends, bonuses, or other benefits.

Article 9: The shareholders shall provide their names, residential addresses, seals and tax ID number to the Company for registration. Any changes made shall also be provided to the Company. Disbursement of dividend and bonus to the shareholders shall be made based on seals in the registration.
Article 10: Apart from the law and regulations, the Company shall conduct the stock matters in accordance with “Regulations Governing the Administration of Shareholder Services of Public Companies.”

Section Three - Shareholders’ Meetings

Article 11: There are two types of shareholders’ meetings for the Company: (1) regular meeting and (2) special meeting. Regular meetings shall be convened, by the Board of Directors, within six (6) months after the close of each fiscal year. Special meetings shall be convened in accordance with the relevant laws, rules and regulations when necessary. At the shareholders’ meeting, the shareholders may cast their votes in written or electronic form. The voting shall be conducted in accordance with the law and regulations. For shareholders' meeting convened by the Board of Directors, the Chairperson of the meeting shall preside over the meeting. In his or her absence, the meeting shall be convened in accordance with the provisions of Article 208 of the Company Act; for a shareholders' meeting convened by any other person having the convening right, the convener shall preside over the meeting. If there are two or more persons convening the meeting, the conveners shall elect a person among themselves to preside over the meeting.
Article 11-1: For the shareholders’ meeting, a shareholder with voting rights may propose to the Company a proposal for discussion at a regular shareholders' meeting, provided that only one matter shall be allowed in each proposal. In event of a proposal containing more than one matter, such proposal shall not be included in the agenda.
Article 12: In the event the shareholder is unable to attend the shareholders’ meeting in person, he or she may appoint a proxy to attend on his or her behalf by conferring a power of attorney printed by the Company to the proxy. The use of a power of attorney shall be in accordance with the law and regulations stipulated by the competent authority.
Article 13: Except as otherwise stipulated by the law and regulations, a shareholder shall have one vote per share.
Article 14: Except as otherwise provided in the Company Act, shareholders’ meeting may be held if attended by shareholders in person or by proxy representing more than one half of the total issued and outstanding capital stock of the Company, and resolutions shall be adopted at the meeting with the concurrence of a majority of the votes held by shareholders present.

Section Four - Directors and Audit Committee

Article 15: The Company shall have five to nine Directors, of which the number of independent Directors shall not be less than three persons, or one-fifth of the total number of Directors. Directors shall be elected by adopting the candidates nomination system and from the candidate list during the shareholders’ meeting. The term of office for Directors shall be three (3) years, and all Directors shall be eligible for re-election. Matters regarding the professional qualification, shareholdings, restrictions of concurrent positions held, nomination, election method and other compliances of the Independent Directors shall be conducted in accordance with relevant provisions stipulated by the competent authority. In accordance with the Securities and Exchange Act Article 14-4, the Company shall establish the Audit Committee to replace Supervisors. Matters regarding power and authority and other related matters pertaining to the Audit Committee shall be undertaken in accordance with the law and regulations and determined by the Board of Directors.

Article 16: The Board of Directors shall be organized by Directors. The Chairperson shall be elected among the Board of Directors by a majority in a meeting attended by over two-thirds of the Directors. The Chairperson shall preside over the shareholders' meeting and the Board of Directors meeting internally and shall have the authority to represent the Company externally. When the Chairperson is unable to exercise his or her power and authority for causes, the designation of a representative shall be undertaken in accordance with the provisions of Article 208 of the Company Act.
Article 16-1: The Company shall purchase liability insurance for the Directors to ensure the rights and interest of the Directors and lower the business risks of the Company.
Article 16-2: To convene the Board of Directors meeting, the Company shall state the purpose of convening the meeting clearly and notify the Directors seven (7) days before the meeting. In case of emergency, the Company may convene the Board of Directors meeting at any time. The notification to the Directors for convening the Board of Directors meeting may be issued by written correspondences, e-mails or facsimile.
Article 17: If a Director is unable to attend a Board meeting for causes, the designation of a proxy shall be undertaken in accordance with the provisions of Article 205 of the Company Act. Any Director attending the meeting via video conference shall be deemed attending the meeting in person.
Article 18: Deleted.
Article 19: Regardless of profit and loss, the Company shall disburse monthly remuneration to Directors. The Board of Directors shall be authorized to prescribe the Directors' remuneration after referring to the industrial standard.

Section Five - Managers

Article 20: The Company shall appoint managers, in which the appointment, termination and remuneration are undertaken in accordance with the provisions of Article 29 of the Company Act.

Section Six - Accounting

Article 21: The company's fiscal year shall be from January 1 to December 31 of the same year.
Article 22: After the closing of each fiscal year, the following reports shall be prepared by the Board of Directors, and submitted to the Audit Committee for review before submitting to the regular shareholders’ meeting for ratification in accordance with the law and regulations: 1. Business Report; 2. Financial Statements; 3. Proposals Concerning the Distribution of Earnings or Covering of Losses.
Article 23: For a profitable fiscal year (a profitable fiscal year refers to the annual profit before tax before deducting the remunerations of employees and Directors), the Company shall appropriate 2% to 5% of the profit as employee remuneration and not more than 1% as Director remuneration. However, in the event of accumulated losses, the Company shall reserve a sufficient amount to offset the losses.
The Company shall distribute the employee remuneration in the form of stocks or cash to eligible employees who fulfill certain requirements. The Board of Directors is authorized to resolve the requirements.
The disbursement of the employee and Director remunerations shall be passed by the Board of Directors via a special resolution.
Article 23-1: As the Company is undergoing a transformative stage, the consideration of dividend policy shall take into account the investment capital requirements, financial structure, earnings and other circumstances of the Company. The Board of Directors shall prepare the earning distribution proposal and submit it to the shareholders’ meeting for a resolution.

In the event of profit after tax, the Company shall appropriate the profit to offset the following:

(I) tax payments.
(II) accumulated losses.
(III) legal capital reserve at 10% of the undistributed earnings other than profit after tax for the period.
(IV) special reserve required to be appropriated as stipulated by the law and regulations. The reversal of special reserve shall be integrated into undistributed earnings before distribution as stipulated by the law and regulations.
(V) After appropriated to the aforementioned items from (I) to (IV), for the remaining earnings of the fiscal year, together with any accumulated undistributed earnings of the previous year and the adjustment of undistributed earnings of the fiscal year, the Company shall appropriate at least 50% to 100% as the stock dividend. The remaining amount shall be reserved as the balance of undistributed earnings for the fiscal year. Further, the cash dividend appropriated shall not be less than 10% of the total shareholder dividend distributed for the fiscal year.
For the aforementioned dividend distribution principles, the Company shall take into account the changes in the internal and external business environment. The Board of Directors shall prepare the distribution proposal and submit it to the shareholders’ meeting for adjustment, and a resolution.
Article 24: The regulations for the Board of Directors and other business units are established separately.

Section Seven - Supplementary Provisions

Article 25: Due to business needs, the Company shall provide endorsement and guarantee in accordance with the procedures for the provision of endorsement and guarantee of the Company.
Article 26: The Company shall undertake matters not stipulated by the Articles in accordance with the Company Act and other relevant law and regulations.
Article 27: The Articles shall be adopted after resolved by the shareholders’ meeting. The same applies to the amendment of the Articles.
Article 28: The Articles were established on November 20, 1980. The 1st amendment was made on December 25, 1981.
The 2nd amendment was made on June 2, 1984.
The 3rd amendment was made on May 27, 1985. The 4th amendment was made on December 9, 1985. The 5th amendment was made on January 6, 1987. The 6th amendment was made on May 15, 1987. The 7th amendment was made on January 3, 1988. The 8th amendment was made on December 12, 1989.
The 9th amendment was made on May 24, 1990. The 10th amendment was made on July 1, 1990. The 11th amendment was made on May 22, 1991. The 12th amendment was made on June 22, 1991. The 13th amendment was made on August 24, 1991. The 14th amendment was made on June 2, 1992. The 15th amendment was made on November 24, 1992. The 16th amendment was made on March 15, 1993. The 17th amendment was made on September 17, 1993. The 18th amendment was made on May 25, 1994. The 19th amendment was made on March 10, 1995.

The 20th amendment was made on April 16, 1996. The 21st amendment was made on December 5, 1996. The 22nd amendment was made on June 24, 1997. The 23rd amendment was made on November 28, 1997. The 24th amendment was made on April 23, 1998. The 25th amendment was made on June 23, 2000. The 26th amendment was made on June 27, 2001. The 27th amendment was made on June 25, 2002. The 28th amendment was made on May 18, 2004. The 29th amendment was made on June 16, 2005. The 30th amendment was made on June 22, 2006. The 31st amendment was made on May 26, 2010. The 32nd amendment was made on June 12, 2012. The 33rd amendment was made on June 23, 2015. The 34th amendment was made on June 14, 2016. The 35th amendment was made on January 31, 2019. The 36th amendment was made on June 27, 2019. The 37th amendment was made on May 28, 2020.

Tycoons Group Enterprise Company Limited Chairwoman: Lu, Yen-Chuan

Attachment 4

Tycoons Group Enterprise Company Limited Rules and Procedures for Shareholder Meetings

I. Unless stated otherwise as stipulated by the law and regulations, Shareholders' Meeting of the Company shall be conducted in accordance with these Rules and Procedures.
II. At the Meeting, the shareholders may cast their votes in written or electronic form. The voting shall be conducted in accordance with the Company Act and other relevant regulations. The Company shall establish an attendance sheet for attending shareholders (or proxies) to sign in or collect attendance cards from the shareholders for attendance marking. The number of attending votes is calculated based on the attendance cards collected.
The attendance cards collected represent the attendance of the shareholders or proxies. The Company shall not be liable to authenticate the identities of attendees.
III. The attendance and voting at the Meeting shall be calculated based on shareholding.
IV. The venue of the Meeting shall be convened at the head office of the Company or at any other appropriate place that is convenient for the shareholders to attend. The time to commence the meeting shall not be earlier than 9:00 a.m. or later than 3:00 p.m.
V.The Chairperson of the Board of Directors shall preside over the Meeting if the Meeting is convened by the Board of Directors. When the Chairperson is unable to do so, he or she shall designate one of the Directors to preside over the Meeting. If no Director is designated by the Chairperson, the Directors shall elect a person among themselves to preside over the Meeting. If the Meeting is convened by any other person entitled to convene the Meeting, such person shall be the Chairperson to preside over the Meeting.
VI. The Company may appoint designated counsel, CPA or other related persons to attend the Meeting. Persons handling affairs of the Meeting shall wear identification cards or badges.
VII. The Company shall make audio and video recordings on the process of the Meeting, and these recordings shall be preserved for not less than one year.
VIII. The Chairperson shall call the Meeting to order at the time scheduled for the Meeting. If the number of shares represented by the shareholders present at the Meeting has yet to constitute the quorum at the time scheduled for the Meeting, the Chairperson may postpone the meeting time. The postponements shall be limited to not more than two times and the total time postponed shall not be longer than one hour. If after two postponements, no quorum can yet be constituted but the shareholders present at the Meeting represent more than one third of the total outstanding shares, tentative resolutions may be made in accordance with Section 1 of Article 175 of the Company Act.
Before the Meeting is concluded, if the number of outstanding shares represented by the shareholders present becomes sufficient to constitute the quorum, the Chairperson may submit the tentative resolutions to the Meeting for approval in accordance with the Company Act.
IX. The agenda of the Meeting shall be set by the Board of Directors if the Meeting is convened by the Board of Directors. Unless otherwise resolved at the Meeting, it shall proceed in accordance

with the agenda.

The above provision applies mutatis mutandis to cases where the Meeting is convened by any person, other than the Board of Directors, entitled to convene such Meeting.

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

The shareholders shall not designate any other person as Chairperson and continue the Meeting in the same or another place after the Meeting is adjourned.

X.Deleted.
XI. When a shareholder present at the Meeting wishes to speak, a Speech Note should be filled out with a summary of the speech, the shareholder account number (or the serial number of the attendance card) and the name of the shareholder. The sequence of speeches made by the shareholders should be decided by the Chairperson.
If a shareholder present at the Meeting submits a Speech Note but does not speak, no speech shall be deemed to have been made by such shareholder. In the event of the contents of the speech of a shareholder are inconsistent with the contents of the Speech Note, the contents of the actual speech shall prevail. The Company shall not be liable to verify the restriction(s) placed upon the power or authority as documented in the power of attorney or other methods conferred to the agent(s) by shareholder(s). The content of actual speech and voting of the agent(s) shall prevail.
Unless otherwise permitted by the Chairperson and the shareholder in speaking, no shareholder shall interrupt the speeches of the other shareholders. Otherwise, the Chairperson shall stop such interruption.
XII.Unless otherwise permitted by the Chairperson, each shareholder shall not, for each discussion item, speak more than two times and each time not exceeding 5 minutes. If any shareholder's speech violates the above provision or exceeds the scope of the discussion item, the Chairperson may stop the speech of such shareholder.
XIII. Any legal entity designated as proxy by a shareholder(s) to be present at the Meeting may appoint only one representative to attend the Meeting.
If a corporate shareholder designates two or more representatives to attend the Meeting, only one representative can speak for each discussion item.
XIV. The attendance and voting at the Meeting shall be calculated based on shareholding. As headcount is difficult to be performed, if a shareholder proposes to perform a headcount, the Chairperson may deny the proposal.
XV.After the speech of a shareholder, the Chairperson may respond in person or designate an appropriate person to respond.
XVI. The Chairperson may announce to end the discussion for any resolution and proceed to vote if the Chairperson deems the discussion adequate.
XVII.The person(s) to check and the person(s) to record the ballots for voting by casting ballots shall be appointed by the Chairperson. The person(s) checking the ballots shall be a shareholder(s). The result of the voting shall be announced at the Meeting and documented on record.

XVIII. During the Meeting, the Chairperson may, at his or her discretion, set a time for intermission. In event of one session of the Meeting is inadequate to complete the agenda, by resolution of the shareholders present at the Meeting, the Chairperson may resume the Meeting within five days without further notice or public announcement.
XIX. Except otherwise specified in the Company Act, a resolution shall be adopted by a majority of the votes represented by the shareholders present at the Meeting. The resolution shall be deemed adopted and shall have the same effect as if it was voted by casting ballots if no objection is voiced after solicitation by the Chairperson.
XX.If there is an amendment to or substitute for a discussion item, the Chairperson shall decide the voting sequence for such discussion item, the amendment or the substitute. If any one of them has been adopted, the others shall be deemed vetoed and no further voting is necessary.
XXI. The Chairperson may conduct the disciplinary officers or the security guard to assist in keeping the order of the Meeting venue. Such disciplinary officers or security guards shall wear badges marked "Disciplinary Officers" for identification purposes.
XXII.The Company shall undertake matters not stipulated by the Rules in accordance with the Company Act and the Articles of Incorporation.
XXIII. The Rules shall be adopted after resolved by the shareholders’ meeting.

Attachment 5

Tycoons Group Enterprise Company Limited

Shareholding of All Directors

The shareholding of all Directors as of the book closure date (April 26, 2021) before the annual general shareholders’ meeting for 2021 is as indicated in Attachment.
The total number of issued shares amounted to 479,751,976 shares. In accordance with “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies,” Article 2, the minimum total shareholding of all Directors shall amount to 16,000,000 shares.

Table:

==> picture [461 x 250] intentionally omitted <==

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

Position Name Shareholding Shares Ratio Remarks
Chairwoman Lu, Yen-Chuan 5,986,649 1.25%
Botian Investment Co., Ltd.
Directors Representative: Huang, 21,209,879 4.42%
Ping-Lun
Independent
Wei, Kung-Ao
Director - -
Independent
Wu, Chung-Hsin
Director - -
Independent
Huang, Chun-Kai
Director - -
Total Directors 27,196,528 5.67%
----- End of picture text -----

AI assistant

TYCOONS — AGM Information 2021

51949_rns_2021-07-13_106baadc-904b-4c72-8bfa-195a6074ebbf.pdf

Tycoons Group Enterprise Company Limited

2021 Annual General Meeting Meeting Handbook

Table of Contents

Attachments

Tycoons Group Enterprise Company Limited

Tycoons Group Enterprise Company Limited Agenda of 2021 Annual General Shareholders’ Meeting

Chairperson Remarks

One. [Report Items]

I. Business Report for 2020.

(I) Implementation Status of Business Plans

(II) Financial Income and Loss

(III) Profitability Analysis

(IV) Research and development:

(VI) Execution of budget: Not applicable.

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

Audit Committee’s Review Report

Two. [Ratification Items]

Unit: NTD＄

Three. [Discussion Items]

Four. [Extraordinary Motions]

Five. [Adjournment]

Attachment 1

INDEPENDENT AUDITORS' REPORT

Opinion

Basis for Opinion

Key Audit Matters

1. Inventories Valuation

How the matter was addressed in our audits

2. Impairment of Investment accounted for using the equity method

3. Revenue recognition

Other Matter

Making reference to the audits of component auditors

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

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

TYCOONS GROUP ENTERPRISE CO., LTD.

PARENT COMPANY ONLY BALANCE SHEETS

DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan Dollars)

TYCOONS GROUP ENTERPRISE CO., LTD.

PARENT COMPANY ONLY BALANCE SHEETS

DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan Dollars)

TYCOONS GROUP ENTERPRISE CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

TYCOONS GROUP ENTERPRISE CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan Dollars)

TYCOONS GROUP ENTERPRISE CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

TYCOONS GROUP ENTERPRISE CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

INDEPENDENT AUDITORS' REPORT

NO.11351090ECA

Opinion

Basis for Opinion

Key Audit Matters

1. Inventories Valuation

How the matter was addressed in our audits

2. Revenue recognition

How the matter was addressed in our audits

Other Matter

Making reference to the audits of component auditors

Parent company only financial statements

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

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

thought to bear on our independence, and where applicable, related safeguards.

TYCOONS GROUP ENTERPRISE CO., LTD. AND ITS SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan Dollars)

TYCOONS GROUP ENTERPRISE CO., LTD. AND ITS SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan Dollars)

TYCOONS GROUP ENTERPRISE CO., LTD. AND ITS SUBSIDIARIES

FOR THE YEARS ENDED ON DECEMBER 31, 2020 AND 2019

TYCOONS AGM Information 2021