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WKG AGM Information 2021

Aug 13, 2021

52415_rns_2021-08-13_d56c896d-743f-4c4f-9ce3-1edf245bdfc4.pdf

AGM Information

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Stock Code: 45 8 1

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World Known MFG(Cayman) Limited

2021 Annual General Meeting

M e e ti n g M i n utes

AGM ti m e:9:30 a m , August 5, (Thursday), 2021 AGM ve n ue: No.11, Sec. 3, Zhongsh a n Rd., Ta n zi Dist., T aichung City

World Known

n) Limited

Meeting Minutes for t eneral Meeting 丶 I.AGM time: 9:30 am, August 5, (Thursday), 20 、---II. AGM venue: 2F No.11, Sec. 3, Zhongshan Rd., Tanzi Dist., Taichung City

III.Present:The total number of voting rights owned by shareholders present or by proxy at the meeting is 27,140,392 shares. The percentage of the total outstanding shares of stocks that is exercised by shareholders present or by proxy is 80.06%.

IV.Directors present:Chairman Lu, Huang-Fu, Director Lu, Chung-Wen, Director Lin, Yen-Huey, Director Sheng, Chien-Chih, Independent Director Hon, Jau-Shin.

V.Attendance: None.

VI. Chamnan:Chairman Lu, Huang-Fu. 眉

臀['] Meeting Secretary:Hsu, Ching-Yuan 曰

  • VII.The aggregate shareholding of the shareholders present in person or by proxy constitutes a quorum. The Chairman called the meeting to order.

VIII.Chainnan Remarks: Omitted.

IX. Reports

Proposal 1: Please review the 2020 Business Report

Description: Please refer to Attachinent 1 for the 2020 Business Report.

Proposal 2: Please review the 2020 Audit Cormnittee Report

Description: Please refer to Attac1unent 2 for the 2020 Audit Co皿nittee Report

  • Proposal 3: Please review the report on Remuneration Distributed to Directors and Employees for 2020.

  • Description: I.On the basis of pre-tax net profit, 2% is contributed as employees'remuneration, and 2% is contributed as directors'remuneration

  • 2.The employees'remuneration is provided for NTD$1,543,792, and the directors' remuneration is provided forNTD$1,543,792, both in cash.

X.Ratifications

First proposal [proposed by the board of directors]

Proposal:Please ratify the 2020 Business Reports and Consolidated Financial Reports of the Company and the Subsidiaries

Description:

  1. The 2020 Consolidated Financial Report and Business Report have been prepared and audited by Cheng-Hsueh Chen, CPA, and Tzu-Hsin Chang, CPA of KPMG Taiwan, with an independent auditor's report with unqualified opinion issued for reference.

  2. The aforementioned Financial Report, along with the Business Rep01i, and proposal of earning distribution have been audited by the Audit Committee, with the Audit Committee Report issued for reference.

  3. Please refer to Attachment 3.

  4. Please ratify.

Resolution : The total number of voting rights upon voting is 27,140,392.

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Attachment 1

World Known MFG (Cayman) Limited

2020 Business Report

  • I. Overview of business in 2020

  • (I) Performance of the business plan

The net amount of the Company’s revenue for 2020 is NT$863,749,000, or NT$172,150 ,000 less than 2019 (about 16.62%). The net profit after tax is NT$68,565,000, or NT$24,506,000 less than 2019 (about 26.33%). Revenue decline in 2020 is mainly due to the recession of COVID-19 pandemic, customers in North America and Europe who accounts majority of our sales are worst impacted. With the relief of pandemic since August, 2020, delivery has gradually recovered but revenue as a whole is still less compare to previous year.

  • (II) Execution of budget

Pursuant to the current regulations, the Company has not disclosed the forecast of 2020 finance and thus is not applicable.

  • (II) Analysis of financial incomes and profitability
Unit: NT$thousand Unit: NT$thousand
Item 2019 2020 Difference %
Net amount of operatingrevenue 1,035,899
863,749

(16.62)
Operatingmargin 267,301
201,800

(24.50)
Operating profit 111,008
78,839

(28.98)
After-tax netprofit 93,071
68,565

(26.33)
Liabilityto asset ratio % 35.15
34.27

(2.50)
Financial
structure
Long-term fund to fixed asset
ratio %
252.30
340.49

34.95
Current ratio % 212.58
173.16

(18.54)
Solvency
Quick ratio % 145.34
118.80

(18.26)
Return on assets 8.05%
5.53%

(31.30)
Return on shareholder’s equity 12.69%
8.47%

(33.25
Profitability
Netprofit margin 8.96%
7.94%

(11.38)
Earningsper share(NT$) 3.09
2.06

(33.33)

The profitability of 2020 decreased from 2019, the main reasons are, other than the 16.62% decline of revenue:

  1. After the outbreak of COVID-19 in first quarter of 2020, production was resumed with limited capacity due to unfavorable factors such as shortage of labor hands, disruption in supply chain and insufficient logistic services. Revenue in the period is lower than that of same period of previous year. Manufacturing cost amortized to each product unit is higher and thus drove up product cost..

  2. Customers with higher margin profit were severely impacted by pandemic. Demand dropped drastically and customers became conservative on posting forecast and releasing orders. Therefore margin profit dropped as product portfolio changed. Alternative energy product business is more mature and is witnessing strong competition from mainland China. Selling price is reduced upon customer demand which led to lower margin profit.

  3. 5 -

In a nutshell, for 2020, under the impact of the client and product profolio , the net profit aftertax declined from 2019.

  • II. Summary of the 2020 Business Plan

  • (I) Guidelines of operations

    1. Orders for aluminum products is gradually increasing despite recession. Strengthen aluminum alloy casting skills by increasing personnel training; invest moderately in aluminum casting and processing automation equipment for better production efficiency and product quality while alleviating demand of workmanship.

    2. Continuously expand customer base and diversify business in various industry to increase turnover and spread business risk; Proactively seek large workpiece business opportunity and enhance utilization rate of large horizontal CNC machines.

    3. In response to logistics problem such as destination port congestion and freight containers shortage, proactively adjust procurement and production schedule and make advance shipment to reduce the risk of air transport.

  • (II) Expected sales volume and the basis

    • The Company expect the shipment volume in 2021 to grow continuously, with the stable orders to the existing products from the major clients, combining with the mass production of new products. The estimated shipment volume is based on the long-term demand forecasts provided by the clients, the progress of new product development and the plan of capacities.
  • III. Strategies of Future Development

  • (I) Marketing strategies:

    1. Seeking opportunities to expand supply to the existing clients; through the experience of partnering with current clients, the Company seeks participation to the development projects of major international car makers; strives for the R&D for technologies improving production process, to enhance the R&D capability of the Company; and continuing the development parts for new car models.

    2. Continuously monitor the development of commercial vehicles sector ,seeking aluminum electric motor housing business opportunity from renown electric vehicle manufacturers; In response to the trend of lightweight vehicles, develop aluminum alloy chassis parts in cooperation with existing clients; Tap into relevant initiative of energy-saving, carbon-reducing and emission control regulations, expand supply of aluminum alloy EGR parts; Participate in the development of electric-mechanical brake system parts that meets higher safety regulations to satisfy client’s diverse demands.

    3. Intensify existing client service, strive to provide customer integrated services with multicasting material, multi-manufacturing and assembly processes, satisfying the one-stop-procurement demands of the clients

    4. In the post-epidemic era, strengthen digital marketing capability. Tap and dig into potential customers to develop and categorize their requirements efficiently and systematically, and ultimately transform them into clients with real business needs.

    5. Develop customers from new industry by contacting relevant trade association and legal entities.

  • (II) Production strategies:

    1. Promotion of smart logistic; enhancement of supports to operations; Continuously improve production automation to build smart manufacturing infrastructure and to weather labor shortage risk; Promote equipment and information visualization management thus to advance manufacturing management system efficiency. Speed up progress tracking and abnormality disposal process. Speed up decision-making process to
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reduce waste.

  2. Enhance supply chain management efficiency; Implement flexible production to satisfy the needs of small-batch, multi-items from customer; Integrate manufacturing process from various material forming processes such as casting, forging, to heat treatment, surface treatment, and assembling to expanding scope of product catalogue of different material and craftsmanship.

  3. Search and develop potential raw parts supplier through relevant trade association to expand non-iron casting supply base.

  4. Strengthen role of cross-functional team for new product development, R&D staff focus on new product design, new process planning and absorption and conversion of new technologies while engineering team focus on on-site process improvement and new product sample fabrication; Establish a process to shorten development lead time for new products so as to meet ever demanding delivery deadline from customers.
  • (III) Management strategies

    1. Review and simplify existing processes. Improve operational efficiency by maximizing ERP and electronic document management systems; Strengthen company's KPI management, and thus to enhance overall operation performance and implement corporate governance.

    2. Digital transformation, Optimize front-to-back management system through digital technology; Improve efficiency of communication within the organization; Further integrate internal and external information to improve customer awareness and obtain high-quality data and information; Enhance company's competitiveness.

  • IV. Under the influences of external competitions, regulations, and macro- operational environment

With the safety regulations upgrade in various countries, tighter environmental regulations, the trends of being smart, electrical or with new energies, as well as the rapid evolving macro environment, in the regards of industry and market, the Company will follow the trends of clients’ markets, by expanding the precise processing technologies of multiple materials (cast iron, aluminum and steel), to provide the one-stop procurement to the clients, for the purpose of enhancing the Company’s competitiveness and growth momentum, At a post-pandemic era where “Rise of online communication, Decline of physical interaction” is trending, invest both in software and hardware to achieve digitization on operation management, supply chain, product and services become imperative. Meanwhile, it is necessary to review and evaluate potential risks that company might confront and establish a contingency plan to maximize shareholder’s value and fulfill social responsibility as a business entity

Finally, we’d like to express our appreciations for the supports and encouragements from our shareholders. We thank you sincerely and wish you all the best and healthy.

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Chairman:

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Manager:

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Head of Accounting:

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~~Attachment 2~~

World Known MFG(Cayman) Limited

Audit Committee Report

The Board of Directors has prepared the 2020 Business Report, Consolidated Financial Report and proposal of earning distribution. The Consolidated Financial Report has been audited by Cheng-Hsueh Chen, CPA and Tzu-Hsin Chang, CPA of KPMG Taiwan, with an independent auditor's report with unqualified opinion. The Audit Committee has reviewed the abovementioned reports prepared by the Board of Directors and found them to be in compliance with regulatory requirements. We hereby issue this report in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of The Company Act. The report is thus made and please review.

To

2021 Annual General Meeting

World Known MFG(Cayman) Limited ( 英屬開曼群島光隆精密股份有限公司 in Chinese)

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Convener of Audit Committee:

March 24, 2021

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Attachment 3

Independent Auditors’ Report

To the Board of Directors of World Known MFG (Cayman) Limited:

Opinion

We have audited the consolidated financial statements of World Known MFG (Cayman) Limited (the ” Company”) and its subsidiaries (the” Group”), which comprise the consolidated balance sheets as of December 31, 2020 and 2019, the consolidated statement of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 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 with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), Interpretations developed by the International Financial Reporting Interpretations Committee (“IFRIC”) or the former Standing Interpretations Committee (“SIC”) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audit in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants and the auditing standards generally accepted in the Republic of China for year 2020; we conducted our audits in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants, Enforcement letter FinancialSupervisory-Securities-Auditing-1090360805 and the auditing standards generally accepted in the Republic of China for year 2019. 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 Certified Public Accountants Code of Professional Ethics in Republic of China (“the Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of 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 of the current period. 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. We have determined the matters described below to be the key audit matters to be communicated in our report.

  1. Appropriateness of Revenue Recognition Timing

Please refer to Note 4(m) to the consolidated financial statements for accounting policy of revenue recognition, and Note 6(t) for explanation of revenue recognition.

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Description of key audit matter:

Revenue is the key performance indicator for evaluating the performance of the financial and operation of the Group. In addition, revenue is recognized when the control in each individual contract with customers is transferred. The Company recognizes revenue depending on the various sales terms in each individual contract with customers to ensure the significant risks and rewards of ownership have been transferred. Therefore, the revenue recognition is one of the key audit matters in our audit.

How the matter was addressed in our audit:

In relation to the key audit matter above, our principal audit procedures included assessing and testing the Group’s internal controls surrounding revenue recognition; conducting customer trend analysis to assess the existence of any significant exception; on a sample basis, inspecting contracts with customers or customers’ orders, and assessing whether the accounting treatment of the related contracts is applied appropriately, and performing test of details on sales to assess the existence, accuracy and appropriateness of revenue recognition, and performing sales cut-off test of a period before and after the financial position date by vouching related document of sales transactions to determine whether revenue have been appropriately recognized.

2. Inventory Valuation

Please refer to Note 4(h) to the consolidated financial statements for accounting policy of inventory; Note 5(b) for accounting estimations and assumptions of valuation of inventory, and Note 6(e) for explanation of valuation of inventory.

Description of key audit matter:

The Group’s belongs to precision machining of castings industry. The Group’s inventories are measured at the lower of cost and net realizable value. However, the cost of inventory might exceed its net realizable value due to the rapid advancement of technology and the changes in market demand. Therefore, inventory evaluation is one of our key audit matters.

How the matter was addressed in our audit:

In relation to the key audit matter above, our principal audit procedures, included reasonable assessing the Group’ s allowance amount of inventory according to its characteristic; conducting sampling to examine accuracy of inventory aging; examine whether the Group has conduct accounting policy of inventory valuation; compare and examine past allowance method of inventory with current year, to confirm whether the assumption of allowance of inventory method are in appropriate.

3. Accounts Receivable Valuation

Please refer to Note 4(g) to the consolidated financial statements for accounting policy of assessment of accounts receivable impairment; Note 5(a) to the consolidated financial statements for accounting estimations and assumptions of assessment of accounts receivable, and Note 6(c) to the consolidated financial statements for impairment of accounts receivable.

Description of key audit matter:

The Group’s accounts receivable are concentrate among some customers. Allowance evaluation on accounts receivable contains management’ s subjective judgment. Therefore, the assessment on accounts receivable is one of the key audit matters.

  • 10 -

How the matter was addressed in our audit:

In velation to the key audit matter above, our principal audit procedure included reasonable assessing the group’s allowance amount of accounts receivable according to its characteristic; analyze aging of accounts receivable, receive records and customers’ credit risk concentration. Assessed whether estimation method and the amount of accounts receivable this period present fairly.

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

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

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

Those charged with governance (including the supervisors) are responsible for overseeing the Group’s financial reporting process.

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

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

  1. 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.

  2. 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.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. 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.

  5. 11 -

  6. 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.

  7. Obtain sufficient 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.

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

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

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

The engagement partners on the audit resulting in this independent auditors’ report are Cheng-Hsueh, Chen and Tsu-Hsin, Chang.

KPMG

Taipei, Taiwan (Republic of China) March 24, 2021

Notes to Readers

The accompanying consolidated financial statements are intended only to present the consolidated statement of financial position, financial performance and 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 independent 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 independent auditors’ report and consolidated financial statements, the Chinese version shall prevail.

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(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) World Known MFG (Cayman) Limited and Subsidiaries

Consolidated Balance Sheets

December 31, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars)

Assets
Current assets:
1100
Cash and cash equivalents (note 6(a))
1150
Notes receivables, net(note 6(c))
1170
Accounts receivable, net (note 6(c))
1180
Accounts receivable due from related parties, net (note 6(c) and 7)
1200
Other receivables (note 6(d))
1210
Other receivables from related parties (note 6(d) and 7)
1220
Current tax assets
1310
Inventories (note 6(e))
1476
Other financial assets - current (note 6(i) and 8)
1470
Other current assets (note 6(i))
Non-current assets:
1541
Non-current financial assets at amortized cost(note 6(b))
1600
Property, plant and equipment (note 6(f) and 8)
1755
Right-of-use assets (note 6(g) and 8)
1780
Intangible assets (note 6(h))
1840
Deferred income tax assets (note 6(p))
1900
Other non-current assets (note 6(i))
Total assets
December 31, 2020
Amount
%
$ 281,626
21
17,585
1
134,858
10
17
-
14,319
1
98
-
315
-
218,692
17
34,176
3
10,105
1
711,791
54
262,622
20
269,694
20
70,204
5
10,265
1
1,024
-
3,734
-
617,543
46
$
1,329,334
100
December 31, 2019
Amount
%
351,402
31
10,931
1
132,280
11
6
-
11,112
1
98
-
315
-
225,057
20
-
-
12,189
1
743,390
65
-
-
316,550
27
78,330
7
6,513
1
1,359
-
2,209
-
404,961
35
1,148,351
100
Liabilities and Equity
Current liabilities:
2100
Short-term borrowings (note 6(j) and 8)
2130
Current contract liabilities(note 6(t))
2170
Accounts payable
2180
Accounts payable to related parties (note 7)
2200
Other payables (note 6(k) and (o))
2220
Other payables to related parties (note 7)
2230
Current income tax liabilities
2280
Current lease liabilities (note 6(n) and 7)
2300
Other current liabilities (note 6(l))
2322
Long-term borrowings, current portion (note 6(m) and 8)
Non-Current liabilities:
2540
Long-term borrowings (note 6(m) and 8)
2580
Non-current lease liabilities(note 6(n) and 7)
Total liabilities
Equity attributable to owners of parent: (note 6(q))
3100
Capital stock
3211
Capital surplus
3300
Retained earnings
3400
Other equity
Total equity attributable to owners of parent:
36XX
Non-controlling interests
Total equity attributable to owners of parent
Total liabilities and equity
December 31, 2020 December 31, 2020 December 31, 2019
Amount
%
35,000
3
682
-
101,173
9
42,798
3
115,368
10
2,556
-
33,012
3
7,041
1
6,916
1
5,149
-
349,695
30
2,391
-
51,593
5
53,984
5
403,679
35
300,000
26
216,423
19
255,975
22
(28,021)
(2)
744,377
65
295
-
744,672
65
1,148,351
100
Amount %

See accompanying notes to consolidated financial statements.

  • 13 -

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) World Known MFG (Cayman) Limited and Subsidiaries

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars , Except for Earnings Per Common Share)

4000
Operating revenue(note 6(t) and 7)
5000
Operating costs(note6(e), (h), (o) and 7)
5900
Gross profit from operations
6000
Operating expenses(note6(c), (h), (o), (u) and 7):
6100
Selling expenses
6200
Administrative expenses
6300
Research and development expenses
6450
Impairment (reversal gain) loss determined in accordance with IFRS 9
6900
Net operating income
7000
Non-operating income and expenses(note 6(f), (n) and (v)) :
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Finance costs
7900
Profit before income tax
7950
Income tax expenses (note 6(p))
Profit
8300
Other comprehensive income:
8310
Components of other comprehensive income (loss) that will not be
reclassified to profit or loss
8341
Exchange differences on translation of foreign financial statements
8349
Income tax related to components of other comprehensive income that
will not be reclassified to profit or loss
8360
Components of other comprehensive income (loss) that will be
reclassified to profit or loss
8361
Exchange differences on translation of foreign financial statements
8399
Income tax related to components of other comprehensive income that
will be reclassified to profit or loss
8300
Other comprehensive income (loss) for the period, net of tax
8500
Total comprehensive income for the period
Profit (loss) attributable to:
8610
Owners of parent
8620
Non-controlling interests
Comprehensive income (loss) attributable to:
8710
Owners of parent
8720
Non-controlling interests
Earnings per share (NT dollars) (Note 6(s))
9750
Basic earnings per share
9850
Diluted earnings per share
2020
Amount
%
$ 863,749
100
661,949
77
201,800
23
39,741
4
65,715
8
18,754
2
(1,249)
-
122,961
14
78,839
9
7,962
1
13,170
1
(11,175)
(1)
(1,987)
-
7,970
1
86,809
10
18,244
2
68,565
8
(43,456)
(5)
-
-
(43,456)
(5)
48,796
6
-
-
48,796
6
5,340
1
$
73,905
9
$ 68,566
8
(1)
-
$
68,565
8
$ 73,920
9
(15)
-
$
73,905
9
$
2.06
$
2.06
2019
Amount
%
1,035,899
100
768,598
74
267,301
26
48,122
4
88,205
9
19,697
2
269
-
156,293
15
111,008
11
1,145
-
14,790
1
138
-
(1,591)
-
14,482
1
125,490
12
32,419
3
93,071
9
(18,319)
(2)
-
-
(18,319)
(2)
(3,207)
-
-
-
(3,207)
-
(21,526)
(2)
71,545
7
92,821
9
250
-
93,071
9
71,511
7
34
-
71,545
7
3.09
3.09

See accompanying notes to consolidated financial statements.

  • 14 -

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) World Known MFG (Cayman) Limited and Subsidiaries

Consolidated Statements of Changes in Equity For the years ended December 31, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars)

Equity attributable to owners of parent

Balance at January 1, 2019
Appropriation and distribution of retained earnings:
Cash dividends of ordinary shares
Profit for the year
Other comprehensive income for the year
Total comprehensive income for the year
Balance at December 31, 2019
Balance at January 1, 2020
Appropriation and distribution of retained earnings:
Legal reserve
Special reserve
Cash dividends of ordinary shares
Profit for the year
Other comprehensive income for the year
Total comprehensive income for the year
Capital increase by cash
Employee share options-compensation cost
Balance at December 31, 2020
Capital Stock Capital surplus Capital surplus Retained earnings Retained earnings Retained earnings Other equity
interest
Total equity
attributable to
owners of parent
Total equity
attributable to
owners of parent
Non-controlling
interests
Non-controlling
interests
Total equity
718,127
(45,000)
(45,000)
93,071
(21,526)
71,545
744,672
744,672
-
-
(101,697)
(101,697)
68,565
5,340
73,905
156,720
212
873,812
Legal
reserve
Special
reserve
Unappropriated
retained
earnings
Total
Exchange
differences on
translation of
foreign financial
statements
$
300,000
-
-
-
-
-
$
300,000
$ 300,000
-
-
-
-
-
-
-
38,990
-
$
338,990
216,423 - - 208,154 208,154 (6,711)
-
-
-
(21,310)
(21,310)
(28,021)
(28,021)
-
-
-
-
-
5,355
5,355
-
-
(22,666)
717,866 261
-
-
250
(216)
34
295
295
-
-
-
-
(1)
(15)
(16)
-
-
279
- - -
- - -
-
-
-
-
-
-
- - -
216,423
216,423
-
-
-
-
-
-
-
9,282
-
-
-
28,021
-
- 9,282 28,021
-
-
-
-
-
-
- - -
117,730
212
-
-
-
-
334,365 9,282 28,021

See accompanying notes to consolidated financial statements.

  • 15 -

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) World Known MFG (Cayman) Limited and Subsidiaries

Consolidated Statements of Cash Flows

For the years ended December 31, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from (used in) operating activities:
Profit from continuing operations before tax
Adjustments:
Adjustments to reconcile profit (loss):
Depreciation expense
Amortization expense
Expected credit loss (gain) reversal of provision for bad debt expense
Interest expense
Interest income
Employee share options-compensation cost
(Gain) loss on disposal of property, plant and equipment
Allowance for inventory valuation and obsolescence loss
Impairment (reversal gain) loss on non-financial assets
Total adjustments to reconcile profit
Changes in operating assets and liabilities:
Changes in operating assets:
Increase in notes receivable
Increase (decrease) in accounts receivable
Increase (decrease) in accounts receivable from related parties
Increase (decrease) in other receivables
Decrease in other receivable from related parties
Decrease in inventories
Decrease in prepayments
Decrease in other current assets
Total changes in operating assets
Changes in operating liabilities:
Increase (decrease) in current contract liabilities
Increase (decrease) in accounts payable
Decrease in accounts payable to related parties
Decrease in other payables
(Decrease) increase in other payables to related parties
(Decrease) increase in other current liabilities
Total changes in operating liabilities
Total changes in operating assets and liabilities
Cash inflow generated from operations
Interest received
Interest paid
Income taxes paid
Net cash flows from operating activities
Cash flows from (used in) investing activities:
Acquisition of other financial assets
Acquisition of financial assets at amortized cost
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Acquisition of intangible assets
Increase in payments for business facilities
Decrease (increase) in refundable deposits
Increase in non-current assets
Net cash flows used in investing activities
Cash flows from (used in) financing activities:
Increase in short-term borrowings
Decrease in short-term loans borrowings
Proceeds from long-term borrowings
Repayments of lease liabilities
Capital increase by cash
Cash dividends paid
Net cash flows from (used in) investing activities
Effect of exchange rate changes on cash and cash equivalents
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
2020
$ 86,809
66,345
2,825
(1,249)
1,987
(7,962)
212
62
5,212
-
67,432
(6,654)
(1,329)
(11)
(3,207)
-
1,153
1,223
861
(7,964)
962
41,023
(19,984)
(1,139)
(653)
(1,862)
18,347
10,383
164,624
7,962
(1,995)
(22,850)
147,741
(34,176)
(262,622)
(11,859)
69
(6,529)
(1,355)
484
(654)
(316,642)
158,522
(105,000)
(5,149)
(7,099)
156,720
(101,697)
96,297
2,828
(69,776)
351,402
$
281,626
2019
125,490
70,519
2,726
269
1,591
(1,145)
-
(366)
6,688
(1,589)
78,693
(424)
46,320
2
8,976
76
19,216
4,037
2,257
80,460
(6,802)
(66,603)
(1,344)
(6,069)
1,902
2,231
(76,685)
3,775
207,958
1,145
(1,573)
(46,218)
161,312
-
-
(62,707)
738
(3,979)
-
(1,477)
(542)
(67,967)
85,000
(60,000)
(5,148)
(5,731)
-
(45,000)
(30,879)
(12,110)
50,356
301,046
351,402

See accompanying notes to consolidated financial statements.

  • 16 -

Attachment 4

World Known MFG (Cayman) Limited Earnings Distribution Table 2020

Beginning retained earnings
Add:2019 net profit after tax
Less:10% legal reserve
Add: special reserve was reduction of shareholder's equity-other equity items.
Distributable net profit
Distributable items:
Less:Dividend to shareholders-Cash(NT$2/per share)
Unappropriated retained earnings
Unit:NT$
Amount
$116,974,336
68,565,474
(6,856,547)
5,355,864
184,039,127
(67,798,000)
$116,241,127
  • 17 -

Attachment 5

World Known MFG (Cayman) Limited

Comparison Table of Amended “ Rules Governing the Election of Directors

No. of Article Current Clause Proposal of amendment Reason of amendment
Article 4 During the Listing
PeriodElection of independent
directors at the Company shall be
conducted in accordance with the
candidate nomination system and
procedures set out in Article 192-1
of the Company Act.and may not
arbitrarily add requirements for
documentation of other
qualification.The list of
candidates for directors and
their academic qualifications and
Election of directors
(including independent
directors) at the Company
shall be conducted in
accordance with the
candidate nomination
system and procedures set
out in Article 192-1 of the
Company Act.
To coordinate with the
amendment to Article 192-1 of
the Company Law to
simplify the procedures for
appointing directors and
amend the paragraph.
experience shall be announced,
and shareholders shall select the
list of candidates for directors
Article 5 Paragraph 1 (omit)
When the number of independent
directors falls below that required
under paragraph 1 of Article 14-2
of the Securities and Exchange Act,
listing rules of TWSE-listed
companies, or item 8 of the
“Standards for Determining
Unsuitability for TPEx Listing
under Article 10, Paragraph 1 of
the Taipei Exchange Rules
Governing the Review of
Securities for Trading on the
TPEx”, a by-election shall be held
at the next shareholders meeting to
fill the vacancy. When the
independent directors are dismissed
en masse, a special shareholders
meeting shall be called within 60
days from the date of occurrence to
hold a by-election to fill the
vacancies.
Paragraph 1 (omit)
When the number of
independent directors falls
below that required under
paragraph 1 of Article 14-2
of the Securities and
Exchange Act, a by-election
shall be held at the next
shareholders meeting to fill
the vacancy. When the
independent directors are
dismissed en masse, a
special shareholders meeting
shall be called within 60
days from the date of
occurrence to hold a
by-election to fill the
vacancies.
Amendment of this clauseto
coordinate with and the
Financial Regulatory
Commission’s order Jin Guan
Zheng Jiao Zi
No. 1070345233 issued on
December 19, 2018.
Article 11 If a candidate is a shareholder, a
voter must enter the candidate's
account name and shareholder
account number in the"candidate"
column of the ballot; for a
non-shareholder, the voter shall
enter the candidate's full name and
identity card number. When the
candidate is a juristic-person
shareholder, the name of the
juristic-person shareholder shall be
entered in the column for the
candidate's account name in the
ballot paper, or both the name of
the juristic-person shareholder and
the name of its representative may
be entered. When there are multiple
Delete 1.Deleted in accordance
with the Financial
Regulatory
2.Commission’s order Jin
Guan Zheng Jiao Zi No.
1080311451 issued on
April 25, 2019

representatives, the names of each
respective representative shall be
  • 18 -
No. of Article Current Clause Proposal of amendment Reason of amendment
entered.
Article 12 A ballot is invalid under any of the
following circumstances:
A. The ballot was not prepared by
the Company.
B. A blank ballot is placed in the
ballot box.
C. The writing is unclear and
indecipherable or has been altered.
D. The candidate whose name is
entered in the ballot is a
shareholder,but the candidate's
account name and shareholder
account number do not conform
with those given in the shareholder
register, or the candidate whose
name is entered in the ballot is a
non-shareholder, and a cross-check
shows that the candidate's name
and ID number/UBNdo not match.
E. Other words or marks are
entered in addition to the
candidate's account name (title or
name) or shareholder account
number (ID number/UBN) and the
number of voting rights allotted.
F.The name of the candidate
entered in the ballot is identical to
that of another shareholder, but no
shareholder account number or ID
number/UBN is provided in the
ballot to identify such individual.
A ballot is invalid under any of
the following circumstances:
A.
The ballot was not
prepared by a person with the
right to convene.
B.
A blank ballot is
placed in the ballot box.
C.
The writing is unclear
and indecipherable or has been
altered.
D.
The candidate whose
name is entered in the ballot
does not conform tothe
director candidate list.
E.
Other words or marks
are entered in addition to the
number of voting rights
allotted.
Amendment of this clause in
accordance with the regulations
of Article 173 of the Company
Act, and the Financial
Regulatory Commission’s order
Jin Guan Zheng Jiao Zi No.
1080311451
issued on April25, 2019.
Article 17 Paragraph 1and 2 is not amended. Paragraph 1and 2 is not
amended.
The second amendment was
made on June 28,2021
Added the article and the date of
this amendment.
  • 19 -

Attachment 6

World Known MFG (Cayman) Limited List of Candidates of Directors (Including Independent Directors).

Title Name Education Experience shares
Director Lu, Huang-Fu 1.The College of Law,
Tunghai University
2.School of
Management
Development, Feng
Chia University
Vice President of World Known
Mfg. Co., Ltd.
1,352,000
Director Lu, Chung-Wen Ming-Der Vocational
School
1.Director of Board, Lucky Bank,
Inc.
2.Officer of Taichung Credit
Union
894,000
Director Chang, Wu-Lung Department of
Mechanical
Engineering, Provincial
Taipei Vocational
School of Industry
1.Singer Taiwan Limited.
2.President of World Know
Precision Industry (Fuzhou) Co.,
Ltd.
666,000
Director AmTrust
Investment
Consulting Corp.
NA Director of World Known MFG
(Cayman) Limited
2,000,000
Director Sheng, Chien-Chih MBA, Peter F. Drucker
and Masatoshi Ito
Graduate School of
Management
1.Director of Board, Hota
Industrial MFG. Co., Ltd.
2.Manager of Tong-An
Investment Co., Ltd.
0
Director Lin, Yen-Huey Department of Business
Administration, Pacific
Western University
Vice President of Hota Industrial
MFG. Co., Ltd.
0
Independent
Director
Wang, Wei Phd, Master Program of
Agricultural Economics
and Marketing, National
Chung Hsing Univeristy
1.Dean of College of Business,
Feng Chia University
2.Diector of Taiwan Economic
Association
3.Committee member of
Internationtal Trade
Commission Ministry of
~~Ei Affi~~
0
Independent
Director
Hon, Jau-Shin Phd, Department of
Management science,
National Chiao Tung
University
~~conomc ars~~
1.Chair / Associate Professor of
Department of Industrial
Engineering and Enterprise
Information, Tunghai University
2.CEO of School of Exterrsion,
Tunghai University
0
Independent
Director
Hsu, Fu-Hsiung Master of Department of
Financial & Economic
Law, Chung Yuan
Christian University
1.Lin,Zih-Ying Law Firm
2. Chen,Yi-Cheng Law Firm
3. DingLui Law Firm
0
  • 20 -

Attachment 7

World Known MFG (Cayman) Limited

List of removal of the restrictions on non-competition of candidates

NO Title Name A detailed statement of removal of the restrictions on
non-competition of candidates
1 Director Lu, Chung-Wen Director of World Known MFG Co., Ltd.
2 Director Chang, Wu-Lung Chairman of World Known MFG Co., Ltd.
3 Director Sheng, Chien-Tsi Executive Director of Hota Industrial MFG Co., Ltd.
Director of Kao Fong Machinery Co., Ltd.
Director Of Jyu Da Smart Technology Co.,Ltd
Independent director of Orange Electronic Co., Ltd.
4 Director Lin, Yen-Hui Vice President of Hota Industrial MFG. Co., Ltd.
Chairman of wuxi Hota Precision Gear Co., Ltd
Chairman of Howon Powertrain Co.,Ltd
Chairman Of Jyu Da Smart Technology Co.,Ltd
Supervisor of Howin Precision Co., Ltd.
5 Independent
Director
Hung, Yao-Hsun Independent Director of Giantplus Technology
Co.,Ltd
  • 21 -