Roo Hsing : Announcement The board of directors of the company has passed the major information disclosure improvement plan

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Provided by: ROO HSING CO., LTD
SEQ_NO	5	Date of announcement	2022/08/12	Time of announcement	21:56:34
Subject	Announcement The board of directors of the company has passed the major information disclosure improvement plan
Date of events	2022/08/12	To which item it meets	paragraph 51
Statement	1.Date of occurrence of the event:2022/08/12 2.Company name:ROO HSING CO., LTD 3.Relationship to the Company (please enter "head office" or "subsidiaries"):The company itself 4.Reciprocal shareholding ratios:N/A 5.Cause of occurrence:In accordance with the letter No. 1111803380 of the Taiwan Stock Exchange (TWSE) 6.Countermeasures: Regarding the incident of Wei Ho Investment Co., Ltd. reappointing juridical representative, and material information announcement and cooperate governance disputes derived, the Company would to explain and propose a correction plan. I.Cause: i.On Feb. 24, 2022, an officer of the Company received a letter of reassignment of a legal representative from Wai Ho Company, which was not formally received by the Company's receiving office, and the authenticity of which could not be confirmed. However, the officer considered the matter important and called Shih-Hsiu Chen, the person in charge of Wai Ho Company, who verbally confirmed that Wai Ho Company had no intention to reassign (expressed), so no follow-up action was taken. ii.On Mar. 22, 2022, the Company received a double-registered email from Wai Ho Company to the effect of "Request for the execution of corporate reassignment on 2/24...", but the reassignment letter on 111/2/24 was verbally confirmed by Shih-Hsiu Chen, the responsible person of Wai Ho Company, that there was no intention to reassign, and no reassignment document was attached to this letter, so there was no follow-up. iii.In the morning of Jul. 15, 2022, Mr. Shao-Hua Weng, as a director, informed the directors of the Company on his own that an interim board meeting would be held in the afternoon of that day to elect the chairman of the board. Mr. Shui-Kong Cheung was replaced as a director, which led to the subsequent controversy. iv.Due to objective factors, the contents of this internal investigation have not obtained the statement of Mr. Shih-Hsiu Chen, the responsible person of Wai Ho Company, but with the following events, it should be known that he has no intention (indication) of reassignment. A.Mr. Shui-Kong Cheung has not been notified of the re-designation of Wai Ho Company as a representative. Subsequently, Mr. Shui-Kong Cheung signed a bank contract with Mr. Shih-Hsiu Chen as a joint and several guarantors on 111/3/31 in accordance with the authority of the Chairman of the Company, and Mr. Shih-Hsiu Chen did not raise any objection to Mr. Shui-Kong Cheung's qualification as Chairman during the signing of these monthly and bank contracts. Secondly, during the three board meetings of the Company held on Mar. 29、May 12 and Jun.16, Wai Ho Company did not raise any objection to Mr. Shui-Kong Cheung's qualification as chairman of the board. B.It can also be objectively confirmed that the aforementioned officer of the Company confirmed by telephone on Feb. 24, 2022 that Mr. Shih-Hsiu Chen, the responsible person for Wai Ho Company, had no intention (indication) to reassign and therefore did not follow up on the case, which should be true. In accordance with the explanation of the Ministry of Economic Affairs' letter No. 205706 dated Mar. 12, 2002, "the re-designation became effective upon the arrival of the legal person's intention at the company", the re-designation is a recognition of the fact that the "legal person's intention arrived at the company". v.Based on the objective facts, the Chairman of the Company was still Mr. Shui-Kong Cheung until Jul. 15, 2022, and therefore the financial statements signed by him and the resolutions of the Board of Directors and shareholders' meetings held by him were legally valid (there is no court ruling, let alone a definite ruling, that any resolution of the Board of Directors or shareholders' meetings of the Company during this period was invalid or revoked). However, for the sake of prudence and respect for all shareholders, and to avoid unnecessary litigation, the Company will ask the shareholders of the Company to ratify the resolutions of the 111th Annual General Meeting of Shareholders (including the by-election of Independent Director Chow Chung Yin) at the shareholders' meeting on Sep. 29, 2022, which are legally valid. II.Improvements i.The Company will establish internal procedures to verify the authenticity (e.g., checking the seal of the corporation, requesting the corporation to correct or update the reassignment letter if there is any doubt about the date of delivery of the reassignment letter) and validity (checking and keeping a record of the checking) of the reassignment of a director representative of the corporation. ii.In order to strengthen the legal responsibility and risk awareness of managers and all employees, the Company will arrange relevant education and awareness courses to avoid such incidents. iii.In order to improve the appropriateness of disclosure of material information, the current document handling process will be reviewed and the Board of Directors will propose a revision of the approval authority in the near future. III.Responsibility to pursue the situation The head of governance of the Company was disciplined in accordance with the Company's "Rules of Engagement" for failing to properly assist directors in complying with the Act, which led to numerous disputes. 7.Any other matters that need to be specified: I.The Chairman and spokesperson of the Company have not interfered or attempted to interfere with the process of reassignment of corporate directors in the dispute over the reassignment of directors, and the internal investigation process did not reveal any violation of the regulations, so they continue to hold their positions in the Company. II.The Company will further clarify and file a rebuttal with the TWSE in the event that the TWSE does not have enough information about the Company and initially finds that the Company is in violation of the announcement of the retransmission and the controversy of corporate governance.