ZIPPY - AGM Information 2021 | FinancialReports.eu

Stock Code: 2420

ZIPPY TECHNOLOGY CORP.

2021 Annual General Shareholders’ Meeting

Meeting Agenda

Time: Friday, May 28, 2021. 9:00 a.m. Place: No. 20-2, Sanmin Rd., Xindian Dist., New Taipei City 231

This English version is a translation based on the original Chinese version. Where any discrepancy arises between the two versions, the Chinese version shall prevail.

ZIPPY TECHNOLOGY CORP.

Procedure for 2021 Annual General Shareholders’ Meeting

Call the Meeting to Order
Chairman Remarks
Report Items
Ratification Items
Questions and Motions
Adjournment

I. Meeting Agenda ...……………………………………………...........1 II. Report Items.....……………………………………………………...2 III. Ratification Items…………..…………………………………….…2 IV. Questions and Motions……………………………………………..3 V. Adjournment…………………………………………………………3 Appendix 1. 2020 Business Report……………………………………………..4 2. Supervisor’s Review Report on the 2020 Financial Statements…..6 3. Independent Auditors’ Report and Consolidated/Parent Company Only Financial Statements for Year 2020…………………………7 4. Profit Distribution Table for Year 2020…………….……………23 5. Rules and Procedure of Shareholders Meeting...………………...24 6. Articles of Incorporation…………………………………………31 7. Shareholdings of Directors and Supervisors……………………..41

I. Meeting Agenda

ZIPPY TECHNOLOGY CORP.

Agenda of 2021 Annual General Shareholders’ Meeting

Time: Friday, May 28, 2021. 9:00 a.m. Place: No. 20-2, Sanmin Rd., Xindian Dist., New Taipei City 231

1. Call the Meeting to Order.

2. Chairman Remarks

3. Report Items

a. 2020 Business report
b. Supervisor’s Review Report on the 2020 Financial Statements
c. The Status of Distribution Remuneration of Employees and Directors in 2020

4. Ratification Items

a. Ratification of the 2020 Business Report and Financial Statements
b. Adoption of the Proposal for Distribution of 2020 Profits

5. Questions and Motions

6. Adjournment

II. Report Items

Report No. 1 Proposed by the Board

Summary: 2020 Business report

Explanation: 2020 Business Report is attached hereto as Appendix 1 .

Report No. 2 Proposed by the Board

Summary: Supervisor’s Review Report on the 2020 Financial Statements

Explanation: Supervisor’s Review Report on the 2020 Financial Statements is attached hereto as Appendix 2 .

Report No. 3 Proposed by the Board

Summary: The Status of Distribution Remuneration of Employees and Directors in 2020

Explanation:

Based on the article 30 of Articles of Incorporation.
Considering the company's profit in the year of 2020, 3% and 2% of the balance were distributed as remuneration to employees and directors, respectively, amounting to NT$ 17,014,519 and NT$ 11,343,013.
The remuneration of Employees will be distributed in cash.

III. Ratification Items

Report No. 1 Proposed by the Board

Proposal: Ratification of the 2020 Business Report and Financial Statements Explanation:

The Company’s 2020 Consolidated and Individual financial statements were audited by the CPA firm of KPMG, and can represent the financial and operating status of the company. Also Business Report and Financial Statements have been approved by the board of directors on 3/8/2021, and examined by the supervisors.

The 2020 Business Report, independent auditors’ audit report, and the above-mentioned Financial Statements are attached hereto as Appendix 1 and Appendix 3.

Resolution:

Report No. 2 Proposed by the Board

Proposal: Adoption of the Proposal for Distribution of 2020 Profits Explanation:

The 2020 Profit Distribution had been resolved by the Board of Directors on 3/8/2021.
Profit Distribution Table is attached hereto as Appendix 4.
Upon the approval of the Annual General Shareholders’ Meeting, it is proposed that the Board of Directors be authorized to resolve the ex-dividend date, ex-rights date, and other relevant issues.
If payout ratio has been changed due to the number of outstanding shares affected by a buyback of common shares or a transfer, conversion, retirement of treasury stocks, it is proposed that the Board of Directors be fully authorized to deal with.

Resolution:

IV. Questions and Motions

V. Adjournment

Appendix

Appendix 1 2020 Business Report of ZIPPY TECHNOLOGY CORP.

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

The Company's Consolidated Balance Sheet on 12/31/20 is as follows:
a. The amount of current assets, including cash and cash equivalents, financial assets measured at fair value through profit or loss, accounts receivable, other receivables, inventories, other current assets, etc., was $2,041,510. The amount of non-current assets, including property, plant and equipment, rightof-use assets, investment property, intangible assets, deferred income tax assets, prepaid equipment payments, refundable deposits and long-term prepaid rent, etc., was $3,526,692. The total amount of total assets was $5,568,202.
b. The amount of current liabilities, including short-term loans, contract liabilities, accounts payable, other payables, current income tax liabilities, lease liabilities, long-term liabilities due within one year or one business cycle and other current liabilities, was $1,041,891. The amount of noncurrent liabilities, including long-term loan, deferred income tax liabilities, lease liabilities, net determined benefit liabilities and guarantee deposits received, etc., was $1,274,688. The total amount of total liabilities was $2,316,579.
c. The total amount of the equity attributable to the owners of the parent company, which included $1,526,487 of common stock, $135,564 in additional paid-in capital, $1,605,789 in retained earnings, and $51,069 in other equity, was $3,216,771. After adding $34,852 of uncontrolled equity, the total amount of total equities was $3,251,623.
The Company’s consolidated Statements of Comprehensive Income for 2020 is as follows:
a. The total amount of consolidated sales revenue was $2,475,359, which included $961,806 of micro-switch and $1,513,553 of power supply. The consolidated sales revenue for the year decreased by $193,772, compared with last year, a decrease of 7.26%.
b. The total amount of operating expenses, which included $1,553,532 of operating costs and $409,714 of operating expenses, was $1,963,246.

c. Non-operating income and expenses included $7,430 of interest income, $118,210 of other income, $60,553 of net losses of other gains and losses, and $21,084 of financial costs. Total non-operating net income was $44,003.
The company's surplus in 2020 is as follows:
a. The annual net operating income was $512,113, accounting for 21% of the sales revenue. The profit before tax was $556,116, accounting for 23% of the sales revenue; the net profit after tax for the current period was $444,452, accounting for 18% of the sales revenue. Compared with last year, net operating income, pre-tax net profit and current net profit decreased by $31,182, $56,225 and $43,488, respectively; the reductions were 5.74%, 9.18% and 8.91%
b. The net after-tax comprehensive income/(loss) was ($8,744), and the total comprehensive income for the period was $435,708, accounting for 18% of operating income. The amount of net profit attributable to the owners of the parent company in the current period was $442,737, and the total amount of comprehensive income attributable to the owners of the parent company was $433,893. Compared with last year, the net profit attributable to the parent company’s owners and the total comprehensive income attributable to the parent company’s owners decreased by $43,652 and $35,504, respectively; the reductions were 8.97% and 7.56%, respectively.
c. The basic earnings per share was 2.90, a decrease of 0.29 from last year's 3.19, a decrease of 9.09%.
d. Looking at it all, the overall operating conditions of the year 2020 have fallen compared with last year due to the impact of the new crown epidemic raging around the world and hitting the economies of all countries. In the coming year, faced with unfavorable factors such as shortage of key components and fluctuations in international exchange rates, the company will maintain a certain degree of competitiveness through timely adjustment of business strategies, increase cost awareness and reduce uncertainties outside the industry in order to provide high quality, short delivery time and innovative products and services to meet the needs of customers and ensure sustainable development and growth in the future.

Chairman: Chou, Chin-Wen Present: Kao, Ming-Chuan Accounting officer: Cheng, Po-Jui

Appendix 2

ZIPPY TECHNOLOGY CORP.

Supervisor’s Review Report

The Board of Directors has prepared and submitted to us the Company’s 2020 Business Report, Financial Statements, and proposal for profit distribution. The CPA firm of KPMG was retained to audit ZIPPY’s Financial Statements and has issued an audit report relating to the Financial Statements. The Business Report, Financial Statements, and profit distribution have been reviewed and determined to be correct and accurate by the supervisors of ZIPPY TECHNOLOGY CORP. According to relevant requirements of Article 219 of the Company Law, we hereby submit this report.

ZIPPY TECHNOLOGY CORP.

Supervisor: Chung, Yen-Yen

Supervisor: Su, Chih-Jung Supervisor: Wu, Yu-Chuan

Appendix 3

Independent Auditors’ Report

To the Board of Directors of Zippy Technology Corp.:

Opinion

We have audited the consolidated financial statements of Zippy Technology Corp. and its subsidiaries (“the Group”), which comprise the consolidated statement of financial position as of December 31, 2020 and 2019, and 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 at December 31, 2020 and 2019, and its consolidated financial performance and its consolidated cash flows for the year ended December 31, 2020 and 2019 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. 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.

1. Account receivables impairment

Please refer to Note 4(g), Note 5(a) and Note 6(c) for accounting policies, significant accounting assumptions and judgments, major sources of estimation uncertainty and related disclosure information for account receivables, respectively.

Description of the key audit matter:

The recovery of accounts receivable is not only affected by the market, but also related to the financial soundness of the customers themselves. It is difficult to assess the signs of impairment of accounts receivable. In the accounts receivable evaluation module, the Group first divides the accounts receivable into groups according to whether they are overdue, calculate the average loss rate of each group in the past five years, and evaluate the current year’s prosperity compared with the previous year. The expected loss rate is adjusted according to changes in the business cycle to recognize the allowance of bad debts. The focus of attention is whether the expected loss rate for impairment is excessively conservative or optimistic. Therefore, the evaluation of account receivables has been identified as a key audit matter.

How the matter was addressed in our audit:

In relation to the key audit matter above, we have performed certain key audit procedures that included understanding the policy for account receivables impairment of the Group to evaluate the suitability of the policy; obtaining the related data from the Group to ensure the process of account receivables impairment is in conformity with the accounting policies; recalculating estimation of account receivables impairment based on the Group’s policies; obtaining the financial disclosure data to evaluate whether the disclosure is appropriate; executing post-period recovery test to evaluate the suitability of allowance of bad debts recognized at balance sheet date.

2. Inventory Obsolescence Evaluation

Please refer to Note 4(h), Note 5(b) and Note 6(e) for accounting policies, significant accounting assumptions and judgments, major sources of estimation uncertainty and related disclosure information for inventory, respectively.

Description of the key audit matter:

The main business items of the Group are power supplies and electronic parts. In addition to sales, there are also manufacturing activities. Precious metals are the main materials. As the international situation changes, the price of precious metals will fluctuate. It directly affects the evaluation of inventory value. In the inventory evaluation model of the Group, the inventory is divided into obsolescent and non-obsolescent inventory, and then evaluated separately. If there is no movement in a certain period, it is classified as obsolescence, and recognized 100% of allowance. The focus of attention is whether the provision of allowances for all obsolescence is excessively conservative, and whether the batch of inventory is completely worthless at the time of disposal. Therefore, the evaluation of inventory obsolescence has been identified as a key audit matter.

How the matter was addressed in our audit:

In relation to the key audit matter above, we have performed certain key audit procedures that included understanding the policy for the provision of allowance for inventory of the Group to evaluate the suitability of the policy; obtaining the related data from the Group to ensure the process of inventory valuation is in conformity with the accounting policies; recalculating estimation of inventory valuation based on the Group’s policies; obtaining the financial disclosure data to evaluate whether the disclosure is appropriate; sampling post-period movement to see whether there is a significant difference between the selling price and the price information used in the evaluation model and to evaluate the suitability of inventory obsolescence losses recognized.

Other Matter

Zippy Technology Corp. has additionally prepared its parent company only financial statements as of and for the years ended December 31, 2020 and 2019, on which we have issued an unqualified 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 Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs, IASs, interpretation as well as related guidance endorsed 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 Audit Committee or 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:

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 auditor’s 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 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 Rou-Lan Kuo and Liu-Fong Yang.

KPMG

Taipei, Taiwan (Republic of China) March 8, 2021

Notes to Readers

The accompanying consolidated financial statements are intended only to present the consolidated 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’ audit 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’ audit report and consolidated financial statements, the Chinese version shall prevail.

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE)

ZIPPY TECHNOLOGY CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2020 AND 2019

(AMOUNTS EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

2020.12.3	1	2019.12.	2020.12.3	1	2019.12.	31
Amount	`％`	Amount	Amount	`％`	Amount	`％`
$ 688,556) 112,793) 36,953 455,818 9,920) 670,125) 67,345)	13) 2) 1) 8) - 12) 1)	977,525) 119,456) 32,072 451,468 10,299 634,630 69,657)	$ 260,539) 13,002) 25,986 374,374 194,072) 107,926) 1,770) 50,000) 14,222	5) - - 7) 4) 2) - 1) -	663,624) 11,681) 36,756 398,227 199,865) 53,474) 2,204) 50,000) 9,364	11) - 1) 7) 3) 1) - 1) -
2,041,510)	37)	2,295,107)
1,263,501) 13,954) 2,151,223) 22,317) 33,227) 41,917 553)	23) - 39) - - 1) -	1,300,482) 17,287) 2,169,456) 22,958) 31,373) 38,646 715)
			1,041,891	19)	1,425,195	24)
			1,208,000 536 3,737 38,070 24,345	22 - - 1) -	1,258,000 450 6,443 42,742 21,218	22 - - 1) -
			1,274,688	23)	1,328,853	23)
			2,316,579	42)	2,754,048	47)
3,526,692)	63)	3,580,917)	1,526,487 135,564 1,605,789 (51,069)	28) 2) 29) (1)	1,526,487 135,568 1,467,487 (41,363)	26) 2) 25) (1)

			3,216,771 34,852	58 -	3,088,179 33,797	52 1
			3,251,623	58	3,121,976	53
$ 5,568,202)	100)	5,876,024)	$ 5,568,202	100	5,876,024	100

The accompanying notes are an integral part of financial statements

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE) ZIPPY TECHNOLOGY CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (AMOUNTS EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

For theyears ended December 31,	For theyears ended December 31,	For theyears ended December 31,	For theyears ended December 31,
2020		`％`	2019	`％`
$ 2,475,359) 1,553,532) 921,827) 96,519) 234,727) 79,578) (1,110) 409,714) 512,113) 7,430) 118,210) (60,553) (21,084) 44,003) 556,116) 111,664) 444,452) 1,203) (241) 962) (9,706) - (9,706) (8,744) $ 435,708) $ 442,737) 1,715) $ 444,452) $ 433,893) 1,815) $ 444,452) $ $		100) 63)	2,669,131) 1,658,885)	100) 62)
	921,827)	37)	1,010,246)	38)
	96,519) 234,727) 79,578) (1,110)	4) 9) 3) -	136,870) 240,050) 92,443) (2,412)	5) 9) 3) -
	409,714)	16)	466,951)	17)
	512,113)	21)	543,295)	21)
	7,430) 118,210) (60,553) (21,084)	- 5) (2) (1)	8,047) 113,510) (29,997) (22,514)	- 5) (1) (1)
	44,003)	2)	69,046)	3)
	556,116) 111,664)	23) 5)	612,341) 124,401)	24) 5)
	444,452)	18)	487,940)	19)
	1,203) (241)	- -	503) (101)	- -
	962)	-	402)	-
	(9,706) -	- -	(17,445) -	(1) -
	(9,706)	-	(17,445)	(1)
	(8,744)	-	(17,443)	(1)
		18)	470,897)	18)
		18) -	486,389) 1,551)	19) -
		18)	487,940)	19)
		18) -	469,397) 1,500)	18) -
		18)	470,897)	18)
		2.90)		3.19)
		2.89)		3.17)

The accompanying notes are an integral part of financial statements

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE) REVIEWED ONLY, NOT AUDITED IN ACCORDANCE WITH GENERALLY ACCEPTED AUDITING STANDARDS ZIPPY TECHNOLOGY CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (AMOUNTS EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

			Equity attributable to owners ofparent	Equity attributable to owners ofparent	Equity attributable to owners ofparent			Non- Controlling Interests	Total Equity
Capital Stock	Capital Surplus		Retained Earnings			Other Equity	Total Equity Attributable to Owners of Parent
Share Capital		Legal Reserve	Special Reserve	Unappropriated Retained Earnings	Total	Exchange Differences on Translation of Foreign Financial Statements
	135,569)	655,352)	24,991	727,718)	1,408,061)	(23,918)	3,046,199)	35,087)	3,081,286)
- -	- -	- -	- -	486,389) 453)	486,389) 453)	- (17,445)	486,389) (16,992)	1,551) (51)	486,389) (17,043)
-	-	-	-	486,842)	486,842)	(17,445)	469,397)	1,500)	470,897)
- - - - -	- - - (1) -	49,713) - - - -	- - (1,073) - -	(49,713) (427,416) 1,073) - -	- (427,416) - - -	- - - - -	- (427,416) - (1) -	- - - - (2,790)	- (427,416) - (1) (2,790)
1,526,487) - -	135,568) - -	705,065) - -	23,918 - -	738,504) 442,737) 862)	1,467,487) 442,737) 862)	(41,363) - (9,706)	3,088,179) 442,737) (8,844)	33,797) 1,715) 100)	3,121,976) 444,452) (8,744)
-	-	-	-	443,599)	443,599)	(9,706)	443,893)	1,815)	435,708)
- - - - -	- - - (4) -	48,684) - - - -	- 17,444) - - -	(48,684) (17,444) (305,297) - -	- - (305,297) - -	- - - - -	- - (305,297) (4) -	- - - - (760)	- - - (4) (760)
	135,564)	753,749)	41,362	810,678)	1,605,789)	(51,069)	3,216,771)	34,852)	3,251,623)

The accompanying notes are an integral part of financial statements

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) ZIPPY TECHNOLOGY CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (AMOUNTS EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Cash flows from operating activities: Profit before tax Adjustments: Adjustments to reconcile profit: Depreciation expense Amortization expense Expected credit gain Interest expense Interest income Loss on disposal of property, plant and equipment Gain on lease modification gain Total adjustments to reconcile profit Changes in operating assets and liabilities: Changes in operating assets: Financial assets at fair value through profit or loss, mandatorily measured at fair value Notes receivable Accounts receivable Other receivables Inventories Other current assets Total changes in operating assets Changes in operating liabilities: Contract liabilities Notes payable Accounts payable Other payables Other current liabilities Net defined benefit liabilities, non-current Total changes in operating liabilities Total changes in operating assets and liabilities Total adjustments Cash inflow (outflow) generated from operations Interest received Interest paid Income taxes paid Net cash flows from (used in) operating activities Cash flows from investing activities: Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease in guarantee deposits paid Acquisition of intangible assets Increase in prepayments for business facilities Net cash flows (used in) from investing activities Cash flows from financing activities: (Decrease) increase in short-term borrowings Repayments of long-term borrowings Increase in guarantee deposits received Payment of lease liabilities Cash dividends paid Change in non-controlling interests Net cash flows used in (from) financing 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 $ 556,116) 75,588) 945) (1,110) 21,084) (7,430) 1,056) (15) 90,118) 7,839) (4,881) (3,224) 34) (35,495) 5,288) (30,439) 262221,321) (10,770) (23,853) (833) 4,858) (4,051) (33,328) (63,767) 26,351) 582,467) 7,775) (21,315) (61,101) 507,826) (17,328) 5,396) 162) (304) (22,261) (34,335) (404,000) (50,000) 3,127) (2,186) (305,301) (760) (759,120) (3,340) (288,969) 977,525) 688,556)	2019
		612,341) 80,300) 902) (2,412) 22,541) (8,047) 1,412) (54)
		94,615)
		163,238) (10,785) 34,629) (46) 138,285) (16,282)
		309,039)
		11,681) (27,047) (105,899) (5,340) (1,971) (14,218)
		(142,794)
		166,245)
		260,860)
		873,201) 7,739) (22,746) (152,869)
		705,325)
		(11,099) 4,6450 880 (1,453) (29,958)
		(37,777)
		390,000) (50,000) 1,010) (2,404) (427,416) (2,790)
		(91,600)
		(4,418)
		571,530) 405,995)
		977,525)

The accompanying notes are an integral part of financial statements

Independent Auditors’ Report

To the Board of Directors of Zippy Technology Corp.:

Opinion

We have audited the financial statements of Zippy Technology Corp.(“the Company”), which comprise the balance sheet as of December 31, 2020 and 2019, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2020 and 2019, and its financial performance and its cash flows for the years ended December 31, 2020 and 2019 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 Certification 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 Financial Statements section of our report. We are independent of the Company 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 financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

1. Account receivables impairment

Please refer to Note 4(f), Note 5(a) and Note 6(c) for accounting policies, significant accounting assumptions and judgments, major sources of estimation uncertainty and related disclosure information for account receivables, respectively.

Description of the key audit matter:

The recovery of accounts receivable is not only affected by the market, but also related to the financial soundness of the customers themselves. It is difficult to assess the signs of impairment of accounts receivable. In the accounts receivable evaluation module, the Company first divides the accounts receivable into groups according to whether they are overdue, calculate the average loss rate of each group in the past five years, and evaluate the current year’s prosperity compared with the previous year. The expected loss rate is adjusted according to changes in the business cycle to recognize the allowance of bad debts. The focus of attention is whether the expected loss rate for impairment is excessively conservative or optimistic. Therefore, the evaluation of account receivables has been identified as a key audit matter. How the matter was addressed in our audit:

In relation to the key audit matter above, we have performed certain key audit procedures that included understanding the policy for account receivables impairment of the Company to evaluate the suitability of the policy; obtaining the related data from the Company to ensure the process of account receivables impairment is in conformity with the accounting policies; recalculating estimation of account receivables impairment based on the Company’s policies; obtaining the financial disclosure data to evaluate whether the disclosure is appropriate; executing post-period recovery test to evaluate the suitability of allowance of bad debts recognized at balance sheet date.

2. Inventory Obsolescence Evaluation

Please refer to Note 4(g), Note 5(b) and Note 6(e) for accounting policies, significant accounting assumptions and judgments, major sources of estimation uncertainty and related disclosure information for inventory, respectively.

Description of the key audit matter:

The main business items of the Company are power supplies and electronic parts. In addition to sales, there are also manufacturing activities. Precious metals are the main materials. As the international situation changes, the price of precious metals will fluctuate. It directly affects the evaluation of inventory value. In the inventory evaluation model of the Company, the inventory is divided into obsolescent and non-obsolescent inventory, and then evaluated separately. If there is no movement in a certain period, it is classified as obsolescence, and recognized 100% of allowance. The focus of attention is whether the provision of allowances for all obsolescence is excessively conservative, and whether the batch of inventory is completely worthless at the time of disposal. Therefore, the evaluation of inventory obsolescence has been identified as a key audit matter.

How the matter was addressed in our audit:

In relation to the key audit matter above, we have performed certain key audit procedures that included understanding the policy for the provision of allowance for inventory of the Company to evaluate the suitability of the policy; obtaining the related data from the Company to ensure the process of inventory valuation is in conformity with the accounting policies; recalculating estimation of inventory valuation based on the Company’s policies; obtaining the financial disclosure data to evaluate whether the disclosure is appropriate; sampling post-period movement to see whether there is a significant difference between the selling price and the price information used in the evaluation model and to evaluate the suitability of inventory obsolescence losses recognized.

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

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

In preparing the 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 the Audit Committee) are responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the 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 financial statements.

Identify and assess the risks of material misstatement of the 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 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 auditor’s 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 financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the 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 Rou-Lan Kuo and Liu-Fong Yang.

KPMG

Taipei, Taiwan (Republic of China) March 8, 2021

Notes to Readers

The accompanying parent company only financial statements are intended only to present the 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 parent company only financial statements are those generally accepted and applied in the Republic of China.

The independent auditors’ audit report and the accompanying parent company only 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’ audit report and parent company only financial statements, the Chinese version shall prevail.

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE)

ZIPPY TECHNOLOGY CORP. BALANCE SHEETS DECEMBER 31, 2020 AND 2019

(AMOUNTS EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

2020.12.3	1	2019.12.	2020.12.3	1	2019.12.	31
Amount	`％`	Amount	Amount	`％`	Amount	`％`
$ 513,715 892 21,129 371,873 86,467 6,809 56,619 507,596 65,747 929	10 - - 7 2 - 1 9 1 -	785,616 34,967 16,089 340,007 168,643 8,984 56,871 463,770 98,943 399	$ 236,000 10,569 24,594 364,775 162,068 23,340 96,447 - 50,000 5,029	4 - 1 7 3 - 2 - 1 -	640,000 7,974 35,030 388,373 165,673 26,697 41,380 450 50,000 4,734	11 - 1 7 3 - 1 - 1 -
1,631,776	30	1,974,289	972,822	18	1,360,311	24
671,055 1,007,615 - 2,057,951 22,317 21,633 41,917 57	12 19 - 38 - - 1 -	620,731 1,020,522 2,245 2,068,193 22,958 20,456 35,997 222	1,208,000 - 34,716 21,532	22 - 1 -	1,258,000 1,805 38,928 18,390	22 - 1 -
			1,264,248	23	1,317,123	23
			2,237,070	41	2,677,434	47
			1,526,487 135,564 1,605,789 (51,069)	28 3 29 (1)	1,526,487 135,568 1,467,487 (41,363)	27 2 25 (1)
3,822,065	70	3,791,324

			3,216,771	59	3,088,179	53
$ 5,453,841	100	5,765,613	$ 5,453,841	100	5,765,613	100

The accompanying notes are an integral part of financial statements

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE) ZIPPY TECHNOLOGY CORP. AND SUBSIDIARIES STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (AMOUNTS EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

For theyears ended December 31,	For theyears ended December 31,	For theyears ended December 31,	For theyears ended December 31,
2020		`％`	2019	`％`
$ 2,298,188) 1,578,042) 720,146) 25,037) 30,686) 725,795) 45,114) 160,380) 79,578) (167) 284,905) 440,890) 4,582) 100,231) (59,174) (20,690) 72,955) 97,904) 538,794) 96,057) 442,737) 856) 177) (171) 862) (9,706) - (9,706) (8,844) $ 433,893) $ $		100) 69)	2,471,630) 1,681,766)	100) 68)
	720,146) 25,037) 30,686)	31) 1) 1)	789,864) 30,686) 35,160)	32) 1) 1)
	725,795)	31)	794,338)	32)
	45,114) 160,380) 79,578) (167)	2) 7) 3) -	59,995) 171,912) 92,442) (3,066)	2) 7) 4) -
	284,905)	12)	321,283)	13)
	440,890)	19)	473,055)	19)
	4,582) 100,231) (59,174) (20,690) 72,955)	- 4) (2) (1) 3)	6,019) 93,767) (26,746) (21,959) 69,057)	- 4) (1) (1) 3)
	97,904)	4)	120,138)	5)
	538,794) 96,057)	23) 4)	593,193) 106,804)	24) 4)
	442,737)	19)	486,389)	20)
	856) 177) (171)	- - -	677) (88) (136)	- - -
	862)	-	453)	-
	(9,706) -	- -	(17,445) -	(1) -
	(9,706)	-	(17,445)	(1)
	(8,844)	-	(16,992)	(1)
		19)	470,897)	19)
		2.90)		3.19)
		2.89)		3.17)

The accompanying notes are an integral part of financial statements

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE) REVIEWED ONLY, NOT AUDITED IN ACCORDANCE WITH GENERALLY ACCEPTED AUDITING STANDARDS ZIPPY TECHNOLOGY CORP. AND SUBSIDIARIES STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (AMOUNTS EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Capital Stock	Capital Surplus		Retained Earnings	Retained Earnings		Other Equity	Total Equity
						Exchange Differences on Translation of Foreign Financial Statements
Share Capital		Legal Reserve	Special Reserve	Unappropriated Retained Earnings	Total
	135,569)	655,352)	24,991	727,718)	1,408,061)	(23,918)	3,046,199)
- -	- -	- -	- -	486,389) 453)	486,389) 453)	- (17,445)	486,389) (16,992)
-	-	-	-	486,842)	486,842)	(17,445)	469,397)
- - - -	- - - (1)	49,713) - - -	- - (1,073) -	(49,713) (427,416) 1,073) -	- (427,416) - -	- - - -	- (427,416) - (1)
1,526,487) - -	135,568) - -	705,065) - -	23,918 - -	738,504) 442,737) 862)	1,467,487) 442,737) 862)	(41,363) - (9,706)	3,088,179) 444,452) (8,844)
-	-	-	-	443,599)	443,599)	(9,706)	433,893)
- - - -	- - - (4)	48,684) - - -	- 17,444) - -	(48,684) (17,444) (305,297) -	- - (305,297) -	- - - -	- - - (4)
	135,564)	753,749)	41,362	810,678)	1,605,789)	(51,069)	3,216,771)

The accompanying notes are an integral part of financial statements

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) ZIPPY TECHNOLOGY CORP. AND SUBSIDIARIES STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (AMOUNTS EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Cash flows from operating activities: Profit before income tax Adjustments: Adjustments to reconcile profit before income tax to net cash provided by operating activities: Depreciation expense Amortization expense Expected credit gain Interest expense Interest income Share of profit of subsidiaries, associates and joint ventures accounted for using equity method Loss on disposal of property, plant and equipment Unrealized profit (loss) from sales Realized profit (loss) from sales Other Total adjustments to reconcile profit Changes in operating assets and liabilities: Changes in operating assets: Financial assets at fair value through profit or loss, mandatorily measured at fair value Notes receivable Accounts receivable Accounts receivable due from related parties Other receivables Other receivables due from related parties Inventories Other prepayments Other current assets Total changes in operating assets Changes in operating liabilities: Contract liabilities Notes payable Accounts payable Other payables Other payables due to related parties Other current liabilities Net defined benefit liabilities, non-current Total changes in operating liabilities Total changes in operating assets and liabilities Total adjustments Cash inflow (outflow) generated from operations Interest received Dividends received Interest paid Income taxes paid Net cash flows from (used in) operating activities Cash flows from investing activities: Acquisition of property, plant and equipment income Proceeds from disposal of property, plant and equipment Increase in guarantee deposits paid Decrease in other receivables due from related parties Acquisition of intangible assets Increase in prepayments for business facilities Net cash flows (used in) from investing activities Cash flows from financing activities: (Decrease) increase in short-term borrowings Repayments of long-term borrowings Increase in guarantee deposits received Payment of lease liabilities Cash dividends paid Net cash flows (used in) from financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period	2020 $ 538,794) 47,035) 945) (167) 20,690) (4,582) (72,955) 701) 25,037) (30,686) 17,175) 3,193) 34,075) (5,040) (31,699) 82,176) 1,882) 252) (43,826) 33,196) (530) 70,486) 262222,595) (10,436) (23,598) (2,618) (3,357) 295) (3,356) (40,475) 30,011) 33,204) 571,998) 4,874) 1,348) (20,920) (42,338) 514,962) (10,561) 359) 165) --- (304) (20,026) (30,367) (404,000) (50,000) 3,142) (337) (305,301) (756,496) (271,901) 785,616) 513,715)	2019
		593,193) 49,949) 902) (3,066) 21,959) (6,019) (69,057) 555) 30,686) (35,160) -
		(9,251)
		182,174) (6,485) 40,791) (17,381) (817) 27,343) 97,781) (39,016) (195)
		284,195)
		7,974) (26,152) (97,667) (2,565) (1,814) 804) (14,107)
		(133,527)
		150,668)
		141,417)
		734,610) 5,717) 4,942) (22,191) (133,899)
		589,179)
		(6,889) 2,1870 (1) 70,6860 (1,454) (26,543)
		37,986)
		390,000) (50,000) 383) (427) (427,416)
		(87,460)
		539,705) 245,911)
		785,616)

The accompanying notes are an integral part of financial statements

Appendix 4

ZIPPY TECHNOLOGY CORP .

Profits Distribution Table

Year 2020

	Unit: NTD$
Items	Total
Beginning retained earnings	367,077,923
Add: Remeasurement of defined benefit obligation	684,902
Add: Other comprehensive income - Long-term investment	177,328
Add: Net profit after tax	442,736,410
Less: Legal Reserve	(44,359,864)
Less: Special Reserve	(9,705,983)
Distributable net profit	756,610,716
Less: Distributable item
Cash dividend to shareholders (NT$2.55 per share)	(389,254,154)
Unappropriated retained earnings	367,356,562

Note 1: Outstanding Shares 152,648,688

Appendix 5

ZIPPY TECHNOLOGY CORP

Rules and Procedure of Shareholders Meeting

Article 1

The rules of procedures for this Corporation's Shareholders’ Meeting (the "Rules"), except as otherwise provided by law, regulation, or the Articles of Corporation, shall be as provided in these Rules.

Article 2

Unless otherwise provided by law or regulation, this Corporation's Shareholders’ Meeting shall be convened by the board of directors.The Corporation shall prepare Handbook for Shareholders’ Meetings.A notice to a general Shareholders' Meeting and a special Shareholders' Meeting shall be given to each shareholder prior to the scheduled meeting date and completed the announcement included:

The reasons for convening a Shareholders’ Meeting shall be specified in the meeting notice and public announcement. Public announcement means the Corporation enters such information into the Market Observation Post System. Election or dismissal of directors or supervisors, amendments to the Articles of Incorporation, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities and Exchange Act, shall be set out in the notice of the reasons for convening the Shareholders’ Meeting. None of the above matters may be raised by an extraordinary motion.

A shareholder holding 1 percent or more of the total number of issued shares may submit to this Corporation a written proposal for discussion at a regular Shareholders’ Meeting. Such proposals, however, are limited to one item only, and no proposal containing more than one item will be included in the meeting agenda. In addition, when the circumstances of any subparagraph of paragraph 4 of Article

172-1 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda.

Prior to the book closure date before a regular Shareholders’ Meeting is held, this Corporation shall publicly announce that it will receive shareholder proposals, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.

Shareholder-submitted proposals are limited to 300 words (Include punctuation marks), and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular Shareholders’ Meeting and take part in discussion of the proposal.

Prior to the date for issuance of notice of a Shareholders’ Meeting, this Corporation shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the Shareholders’ Meeting the board of directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.

Article 3

The meeting agenda shall be set by the board of directors. The meeting shall proceed in accordance with the agenda.

In order to receive consideration for any proposal not listed in the agenda or for any amendments or alternatives to such a proposal, shall provide from the voting right shareholders in written.

If there is amendment to or substitute for a discussion item, the chair shall decide the sequence of voting for such discussion item, the amendment or the substitute. If any one of them has been adopted, the others shall be deemed voted and no further voting is necessary.

If the motions in written form proposed by the shareholders pursuant to the Article 172-1 of the Company Act and were approved to add into the regular Shareholders’ Meeting were the same kind of motion proposed by the board of directors, the motions will be combined and be discussed by the rule of above-mentioned item.

The chair shall decide the sequence of discussing and voting of the motions proposed by shareholders at the extemporaneous motions period.

Article 4

If a Shareholders’ Meeting is convened by the board of directors, the Meeting shall be chaired by the Chairman of the Board. When the Chairman of the Board is on leave or for any reason unable to exercise the powers of the Chairman, the Chairman shall appoint one of the managing directors to act as chair. Where the Chairman does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair.

This Corporation may appoint its attorneys, certified public accountants, or related persons retained by it to attend a Shareholders’ Meeting.

Article 5

Shareholders and their proxies (collectively, "shareholders") shall attend Shareholders’ Meetings based on attendance cards, sign-in cards, or other certificates of attendance. Solicitors soliciting proxy forms shall also bring identification documents for verification.

This Corporation shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.

This Corporation shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors or supervisors, preprinted ballots shall also be furnished.

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

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

Article 6

Unless otherwise provided by Company Act, the chair shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements. If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175 of the Company Act; all shareholders shall be notified of the tentative resolution and another Shareholders’ Meeting shall be convened within 1 month.

If during the process of tentative resolutions the number of represented shares becomes sufficient to constitute the quorum, the chair may call the meeting to order and submit the tentative resolutions to the meeting for approval.

Article 7

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

Article 8

Explanation to a proposal shall not exceed five (5) minutes. Speech as an inquiry or in reply shall not exceed three minutes per person and may be extended for another three minutes if permitted by chair. In case the speech of a shareholder violates the time provisions or exceeds the scope of the discussion item, the chair may stop the speech of such shareholder.

Article 9

Any shareholder (including individuals and legal entities) cannot speak more than twice on the same issue. If an institutional shareholder designates two or more representatives to attend the meeting, only one representative may speak for each discussion item.

Article 10

Proposals not in the meeting’s agenda will not be put into discussion or vote. The chair may announce to end a discussion of any resolution if the chair deems it appropriate. The chair may put a resolution to vote at the end of a discussion.

Article 11

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

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

Article 12

Unless otherwise specified for in the Company Act, resolutions shall be adopted by a majority vote at the meeting. The resolution is deemed to have been adopted if no objection is heard in response to the chair’s inquiry. Such a resolution is equivalent to a decision duly resolved through voting.

If no attending shareholder voices an objection following an inquiry by the chair, the proposal will be deemed approved, and the statement “consultation by chair without any opposition raised” should be documented in the meeting minutes. If there is an objection, the meeting minutes shall record the method of voting adopted therefore and the total number of votes for the proposal.

The voting rights could be exercised electronically and the shareholders voting rights deem attendance at shareholders meetings. The other processes shall follow the relevant regulations.

Article 13

Shareholders' Meeting shall be taped or recorded, and any tape or recording shall be preserved in accordance to the law.

The recorded materials of the preceding paragraph shall be retained for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.

Article 14

Matters relating to the resolutions of a Shareholders’ Meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.

Recording of the deliberations shall be preserved for as long as the business remains in operation.

Article 15

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

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

Article 16

If the chair announces the adjournment in violation of these Rules, the shareholders may, by majority of the votes represented by the shareholder present at the meeting, designate one person as the chair to continue the meeting.

Article 17

These Rules shall be effective from the date it is approved by the Shareholders' Meeting. The same applies in case of revision.

Article 18

These Rules and Procedures were approved on May 30, 2013 and the first amending on June 13, 2017.

Appendix 6 ZIPPY TECHNOLOGY CORP Articles of Incorporation

Section I - General Provisions

Article 1

The Corporation shall be incorporated, as a company limited by shares, under the Company Act of the Republic of China, and its name shall be 新巨企業股份有限公司 in the Chinese language, and ZIPPY TECHONOLOGY CORP. in the English language.

Article 2

The scope of business of the Corporation is as follows:

C805050 Industrial plastic products manufacturing
C901010 Pottery and ceramic products manufacturing
CA02990 Other Fabricated metal products manufacturing business
CA0510 Powder metallurgy
CB01010 Machinery and equipment manufacturing
CC01030 Electric appliance and audiovisual electric products manufacturing
CC01060 Wired communication equipment and apparatus manufacturing
CC01070 Telecommunication equipment and apparatus manufacturing
CC01080 Electronic parts and components manufacturing
CC01110 Computers and computing peripheral equipments manufacturing
CC01990 Electrical machinery and supplies manufacturing business
CQ01010 Die manufacturing
F404010 International trade
F401021 Controlled telecommunications radio-frequency devices and material import
CC01120 Data storage media manufacturing and duplicating
G202010 Parking garage business
ZZ999999 All businesses items that are not prohibited or restricted by law, except those are subject to special approval

Article 3

The total amount of the Corporation’s investment shall not be subject to the restriction of not more than forty percent of the Corporation’s paid-up capital. The Corporation may provide endorsement and guarantee, and act as a guarantor.

Article 4

The Corporation shall have its head office in New Taipei City, Taiwan, and shall be free, upon approval of the Board of Directors in charge, to set up branch offices at various locations within and without the territory of the Republic of China.

Article 5

Public announcements of the Corporation shall be made in accordance with the Company Act Article 28.

Section II - Capital Stock

Article 6

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

The Corporation may issue employee stock options from time to time. A total of 5,000,000 shares among the above total capital stock should be reserved for issuing employee stock options.

Article 6-1

The Corporation may issue shares without printing share certificates while it is registered with the centralized securities depository enterprise.

Article 7

The share certificates of the Corporation shall all be name-bearing share certificates, serially numbered with company stamp, affixed with the signatures or personal seals of the director representing the Corporation, and issued in accordance with the Article 162 of Company Act. The share certificates shall be duly certified or authenticated by the bank which is competent to certify shares under the laws.

Article 8

The shareholders shall supply signature card to our shareholder services agent evidencing identity or company registration, for withdrawing the dividend or exercising stock relevant rights in writing.

All transfer of stocks, gift, creation of pledge, removal of pledge, reporting of loss, smudge, or other stock transaction conducted by shareholders of the Corporation shall follow the “Regulations Governing the Administration of Shareholder Services of Public Companies” and relevant regulations.

Article 9

The Corporation shall not handle any requests for transfers of shares within 60 days prior to the shareholders meeting, 30 days prior to the special shareholders meeting, or 5 days prior to the record date for the distribution of dividends, bonuses or other interests.

Section Ⅲ Shareholder Meeting

Article 10

Shareholder meetings of the Corporation are of two types, both convened by the Board of Directors, namely:

(1) regular meetings
(2) special meetings

Regular meetings shall be convened within 6 months after the close of each fiscal year. Special meetings shall be convened in accordance with the relevant laws, rules and regulations of the Republic of China.

Article 11

Written notices shall be sent to all shareholders for the convening of shareholder meetings, at least 30 days in advance, in case of regular meetings; and at least 15 days in advance, in case of special meetings. The purpose(s), location and date for convening any such meeting shall be clearly stated in the written notices sent out to the shareholders.

Article 12

A shareholder who is unable to attend a shareholder meeting may appoint a proxy printed by the Corporation to attend the meeting in his/her/its behalf by executing a

power of attorney stating therein the scope of power authorized to the proxy, in accordance with the Article 177 of Company Act and “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies” prescribed by the competent authority.

Article 13

The chairman of the Board shall preside over the shareholder meetings. If the chairman is unable to attend the meeting, he/she shall designate a director to act on his/her behalf, or one of the directors shall be elected from among themselves for presiding the meeting. If the meeting is not convened by the Board, it shall be presided by the convener. If there are more than one convener, the chairman shall be elected from among themselves.

Article 14

Each share of the Corporation is entitled to one vote, except for the shares without voting rights under Article 179 of Company Act.

Except for trust enterprises or shareholder services agent governed by the securities authorities, if a person is designated as proxy by more than two shareholders, the shares represented by the proxy shall not exceed 3 percent of the total number of issued shares of the Corporation.

Article 15

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

According to regulatory requirements, shareholders may also vote via an electronic voting system, and those who do shall be deemed as attending the shareholder meeting in person; electronic voting shall be conducted in accordance with the relevant laws and regulations.

Article 16

The resolutions of the shareholder meeting shall be recorded in the minutes, which shall be affixed with the signature or seal of the chairperson of the meeting. Such minutes shall be distributed to each shareholder within 20 days after the meeting. The distribution of meeting minutes may be effected by means of a public notice.

Section IV - Directors and Supervisors

Article 17

The Corporation shall have 5 to 7 directors and 3 supervisors. The term of office shall be 3 years, all directors and supervisors are eligible for re-election. They shall be elected at the shareholder meeting by adopting candidate nomination system as specified in Article 192-1 & 216-1 of the Company Act. The shareholders shall elect the directors and supervisors from among the nominees listed in the roster of candidates.

The Board shall have at least 2 independent directors, not less than 1/5 of total directors. Professional qualifications, restrictions on the shareholdings and concurrent positions held, method of nomination and election, and other matters with respect to independent directors shall be in compliance with regulations of the competent authority in charge of securities affairs.

The percentage of shareholding of the directors and supervisors of the Corporation shall be in compliance with the Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies stipulated by the competent securities authority.

Except where the competent authority has granted approval, the following relationships may not exist among more than half of the company's directors:

The spouse of a director
A blood relative within the second degree of kinship of a director

Supervisors and directors shall have at least one person without above relationship with any other supervisors or directors.

In case a company convenes a shareholder meeting for election of directors or supervisors, and the elected person does not meet the provisions of the preceding two paragraphs, the elected director or supervisor shall be determined according to the following provisions:

When directors fail to meet the requirements set forth in the preceding two paragraphs among directors, then the election of the director obtaining the lowest number of votes shall become invalid.
When supervisors fail to meet the requirements set forth in the preceding two paragraphs among supervisors, the provisions of the preceding item shall apply mutatis mutandis.

When supervisors fail to meet the requirements set forth in the preceding two paragraphs among the directors, the election of the supervisor obtaining the lowest number of votes shall become invalid.

If a director or a supervisor violates the provisions of the preceding paragraph 3 or 4, the provisions of the preceding paragraph shall apply mutatis mutandis and he/she shall certainly be discharged.

Article 18

As soon as one-third of the directors or all supervisors are discharged, a special shareholder meeting shall be convened by the Board of Directors within 60 days to elect new directors or supervisors to fill the vacancies. The new directors shall serve the remaining term of the predecessor.

Article 19

In case no election of new directors/supervisors is effected after expiration of the term of office of existing directors/supervisors, the term of office of out-going directors/supervisors shall be extended until the time new directors/supervisors have been elected and assumed their office.

Article 20

The Board of Directors shall elect a chairman of the Board from among the directors by a majority vote at a meeting attended by over two-thirds of the directors.

The chairman of the Board shall internally preside the shareholder meeting, the meetings of the Board and shall externally represent the Corporation. In case the chairman of the Board is on leave or cannot exercise his power and authority for any cause, the chairman of the Board may designate one of the directors to act on his behalf in accordance with the Article 208 of Company Act.

Article 21

Business policy of the Corporation and other important matters shall be resolved by the Board of Directors. Any meeting of Board of Directors shall be convened and presided by the Chairman of the Board of Directors, except the first meeting of each term of the Board of Directors shall be convened in accordance with Article 203 of the Company Act. In calling a meeting of the Board of Directors, a notice may be given to each director and supervisor by e-mail or fax.

Article 22

Unless otherwise provided for in the Company Act, resolutions of the Board of Directors shall be adopted by a majority of the directors at a meeting attended by a majority of the directors.

If a director cannot attend a Board meeting for certain reasons, he/she may appoint another director to attend it on his/her behalf, he/she shall, in each time, issue a written proxy and state therein the scope of authority with reference to the subjects to be discussed at the meeting. A director may accept the appointment to act as the proxy of one other director only.

The Board meeting may be convened via video conference, and any director attending the meeting via video conference shall be deemed attending the meeting in person.

Article 23

Minutes shall be taken of the proceedings of the Board meeting, and signed or sealed by the chairman. The minutes shall be distributed to each director within twenty days after the meeting and be well preserved with the attendance book and proxies.

Article 24

The Board of Directors is authorized to determine the remuneration for all directors and supervisors, taking into account the standards of the industry. No matter net income or loss, the Corporation shall pay remuneration for all directors and supervisors of the Corporation.

Article 25

Supervisor may each exercise the supervision power individually. Supervisors may audit the accounting documents. In performing their functional duties, the supervisors may appoint practicing lawyer and a certified public accountant to conduct the auditing on their behalf, and the related fees should be paid by the Corporation.

Article 26

Supervisors may present at the meeting of the Board of Directors with no voting right.

Section V – Managers and Staff

Article 27

The Corporation may appoint one or more managerial personnel. The appointment, discharge and the remuneration of the managerial officers shall follow Article 29 of the Company Act. The Corporation’s directors can be concurrently a managerial officer.

Article 28

The appointment, discharge and the remuneration of other staff shall be decided by general manager.

Section VI Accounting

Article 29

After the close of each fiscal year, the Board of Directors shall prepare the following statements and records, and shall submit to supervisors for their auditing at least 30 days prior to the meeting date of a regular meeting of shareholders, and then submit to the shareholder meeting for acceptance:

Business Report;
Financial Statements;
Proposal for distribution of profit or appropriation of loss.

Article 30

If the Corporation has profit of the current year, the Corporation shall first offset its accumulated losses and then set aside not less than 2% of remaining earnings as bonus to employees and not higher than 2% of remaining earnings as remuneration to Directors and Supervisors of the Corporation. Paying cash dividend and/or stock dividend of employees, including the affiliate or controllable company, shall be resolved by the Board of Directors.

The appropriation issue of remuneration of employees and remuneration of Directors and Supervisors shall be resolved by the shareholder meeting.

Article 30-1

If the Corporation has profit of the current year, the Corporation shall set aside as follows:

Pay taxes.
Offset its losses in previous years.
Set aside a legal capital reserve at 10% of the profits and then set aside or reverse special reserve in accordance with relevant laws or regulations or as requested by the authorities in charge.
The aforesaid balance left over plus accumulated undistributed earnings in previous years shall be allocated a certain amount for earnings distribution, and the Board of Directors shall submit the distribution proposal to shareholder meeting for approval. The ratio of appropriation of cash dividends may be adjusted by the shareholder meeting.

For satisfying the stockholders’ requirement of cash inflow, the Corporation may consider current industrial, operational and financial factors, such as cash flow and long-term capital, to allocate the dividend. The cash dividend shall be not less than 10% of amount of total dividend. If the cash dividend per share is less than 1 NTD, then the Corporation may pay the stock dividend instead.

Article 31

To transfer shares to employees at less than the average actual share repurchase price, the Corporation must abide by the related regulations and submit for approval at the most recent shareholder meeting.

Article 31-1

The Corporation which buys back its shares and assigns or transfers those shares to its employees in accordance with Article 167-1 or other laws may restrain such shares from being assigned or transferred to others within a specific period of time which shall in no case be longer than two years.

Article 32

Upon resolution by the shareholder meeting according to the related regulations, the Corporation may enter into a share subscription right agreement with its employees whereby the employees may subscribe within a specific price lower than market prices. Upon execution of the said agreement, the company shall issue to each employee a share subscription warrant.

Section VII Supplementary Provisions

Article 33

The internal organization of the Corporation and the detailed procedures of business operation shall be determined by the Board of Directors.

Article 34

In regard to all matters not provided for in these Articles of Corporation, the Company Act and the relevant laws and regulations shall govern.

Article 35

These Articles of Incorporation was agreed to and signed on April 13, 1983.

The 33th Amendment was approved on June 5, 2019.

Appendix 7

ZIPPY TECHNOLOGY CORP

Shareholdings of Directors and Supervisors

As of March 30, 2021 (Book closure date), all directors’ shareholdings and legal minimum shareholdings are as follows:

Total common shares issued: 152,648,688 shares.
The minimum required shareholding of all directors by law: 11,448,652 shares. The minimum required shareholding of all supervisors by law: 1,144,865 shares.
Total shareholding of all directors: 25,074,730 shares. Total shareholdings of all supervisors: 10,352,614 shares. The shareholdings are in compliance with regulatory requirements.

Position	Name	Elected Date	Common Shares Held
Chairman	Chou, Chin-Wen	2019.6.05	9,918,432
Director	Kao, Ming-Chuan	2019.6.05	7,825,423
Director	Tsai,Chin-Shan	2019.6.05	6,575,752
Director	Shih, Tsun-Te	2019.6.05	740,079
Director	Lin, Hsien-Chang	2019.6.05	15,044
Independent director	Chou, Chai-Fa	2019.6.05	15,000
Independent director	Chen, Kuang-Hung	2019.6.05	-
Total			25,089,730
Supervisor	Chung, Yen-Yen	2019.6.05	10,337,267
Supervisor	Su, Chih-Jung	2019.6.05	4,322
Supervisor	Wu, Yu-Chuan	2019.6.05	11,025
Total			10,352,614

Note: Independent directors’ shareholdings are not included in the required amount.

AI assistant

ZIPPY — AGM Information 2021

52069_rns_2021-07-26_11a4b107-654f-46b0-beb7-6af2fbeebc65.pdf

ZIPPY TECHNOLOGY CORP.

2021 Annual General Shareholders’ Meeting

Meeting Agenda

Time: Friday, May 28, 2021. 9:00 a.m. Place: No. 20-2, Sanmin Rd., Xindian Dist., New Taipei City 231

ZIPPY TECHNOLOGY CORP.

Procedure for 2021 Annual General Shareholders’ Meeting

Table of Contents

I. Meeting Agenda

ZIPPY TECHNOLOGY CORP.

Agenda of 2021 Annual General Shareholders’ Meeting

1. Call the Meeting to Order.

2. Chairman Remarks

3. Report Items

4. Ratification Items

5. Questions and Motions

6. Adjournment

II. Report Items

Report No. 1 Proposed by the Board

Report No. 2 Proposed by the Board

III. Ratification Items

Report No. 1 Proposed by the Board

Resolution:

Report No. 2 Proposed by the Board

Resolution:

IV. Questions and Motions

V. Adjournment

Appendix

Appendix 1

2020 Business Report of ZIPPY TECHNOLOGY CORP.

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

ZIPPY TECHNOLOGY CORP.

Supervisor’s Review Report

Independent Auditors’ Report

Opinion

Basis for Opinion

Key Audit Matters

1. Account receivables impairment

2. Inventory Obsolescence Evaluation

Description of the key audit matter:

Other Matter

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

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

KPMG

Notes to Readers

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE)

ZIPPY TECHNOLOGY CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2020 AND 2019

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (AMOUNTS EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) ZIPPY TECHNOLOGY CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (AMOUNTS EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Independent Auditors’ Report

Opinion

Basis for Opinion

Key Audit Matters

1. Account receivables impairment

2. Inventory Obsolescence Evaluation

Description of the key audit matter:

How the matter was addressed in our audit:

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

Auditor’s Responsibilities for the Audit of the Financial Statements

KPMG

Notes to Readers

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE)

ZIPPY TECHNOLOGY CORP. BALANCE SHEETS DECEMBER 31, 2020 AND 2019

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE) ZIPPY TECHNOLOGY CORP. AND SUBSIDIARIES STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (AMOUNTS EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) ZIPPY TECHNOLOGY CORP. AND SUBSIDIARIES STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (AMOUNTS EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

ZIPPY TECHNOLOGY CORP .

Profits Distribution Table

Year 2020

ZIPPY TECHNOLOGY CORP

Article 1

Article 2

Article 3

Article 4

Article 5

Article 6

Article 7

ZIPPY AGM Information 2021