Roo Hsing : Announcement of the Resolutions at the 5th Interim Meeting for the Sixteenth Board of Directors Meeting of Roo Hsing Co., Ltd. (the “Company”)

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Provided by: ROO HSING CO., LTD
SEQ_NO	1	Date of announcement	2022/07/26	Time of announcement	20:16:39
Subject	Announcement of the Resolutions at the 5th Interim Meeting for the Sixteenth Board of Directors Meeting of Roo Hsing Co., Ltd. (the "Company")
Date of events	2022/07/26	To which item it meets	paragraph 51
Statement	1.Date of occurrence of the event:2022/07/26 2.Company name:ROO HSING CO., LTD 3.Relationship to the Company (please enter "head office" or "subsidiaries"):head office 4.Reciprocal shareholding ratios:N/A 5.Cause of occurrence: Announcement of the Resolutions at the 5th Interim Meeting for the Sixteenth Board of Directors Meeting of Roo Hsing Co., Ltd. (the "Company") 6.Countermeasures: Description: 1.Date of the Interim Board Meeting: July 26, 2022 2.Important Reports for the Financial Situation of the Company (1)Ssubsidiary, MF Holding Co., Ltd. signed facility agreements in the amount of US$10 million and US$18.4 million with EnTie Commercial Bank ("EnTie Bank") respectively on April 24, 2021 and May 25, 2022, which stipulated that EnTie Bank could accelerate repayment by the Company "in the event of a change of the Company's management team (change of position for the President, Chang Sun)." EnTie Bank issued a legal attest letter (No. 001779 from Taipei Beimen Post Office) to the Company on July 18, 2022, stating that EnTie Bank would accelerate repayment and freeze all available funds of the Company due to the violation of the provisions of the said facility agreements. As a result, the Company currently has no available short-term funds on hand, and Chairman Shao-Hua Weng's negotiations with EnTie Bank are still ongoing. (2)The letter of credit facility with Taiwan Cooperative Bank will expire on July 29, 2022, and the amount to be settled is US$353,580.05. The Company's original plan was to settle the aforementioned loan with the amount frozen by EnTie Bank. However, since EnTie Bank has frozen all available funds of the Company, the Company cannot repay Taiwan Cooperative Bank at this time. (3)On July 19, 2022, the Taiwan Stock Exchange Corporation (the "TWSE") issued the Letter Tai-Zheng-Shang-Yi-Zi No. 1111803380, requiring the Company to pay a penalty of NT$1.5 million within five (5) days of receipt of the letter (which is July 24, 2022). However, since the Company has no other available funds, the Company, therefore, issued the Letter Roo-Hsing-Dong-Zi No. 111002 on July 21, 2022 to the TWSE for permission to extend the payment deadline by one week. (4)In order to solve the financial crisis faced by the Company, the Company has taken full control of ChangZhou Tooku Garments Co. Ltd. and is also seeking early payment of the purchase price from the buyer of the Company's land in Cambodia. 3.Other Matters to Report: (1)On July 25, 2022, the TWSE issued the Letter Tai-Zheng-Shang-Yi-Zi No. 1111803511 and stated that the Company has failed to clarify questions related to the validity of the resolutions of the board meetings and shareholders' meetings during the disputed period and the validity of the financial reports approved during the period thereof, as well as the follow-up plans and results of the negotiation with EnTie Bank during the Company's press conference for announcement of material information. Therefore, pursuant to Subparagraph 14 of Paragraph 1 of Article 49 of the Operating Rules of the Taiwan Stock Exchange Corporation, the Company's listed securities will be placed under altered trading method. With regard to the responses to the disputes inquired by TWSE, please refer to Letter Roo-Hsing-Dong-Zi No. 111003 issued by the Company on July 25, 2022 (as attached). (2)Concerning the disputes related to there being no Chairman from February 24, 2022 to July 15, 2022 and the subsequent issues arising therefrom caused by Mr. Shoei-Jiang Chang, the Company has instructed the audit officer, Zhi-Wei Chen (phonetic), to prepare a report by July 29, 2022 (including feasible legal proceedings that may be taken by the Company and suggestions for internal disciplinary action on the relevant personnel), which will be reported to the next board meeting. (3)As for the fact that during the period when Director Chang Sun served as the President of the Company, he used his position to arbitrarily use the assets of "Bai Cheng Shi Mei Da Garment Co., Ltd" as collateral for his mother, Ms. Xiu-Lan Li (phonetic) and "Jilin Province Textiles Imp. & Exp. Co., Ltd.," a company in which Ms. Li has shareholding. Such asset was subject to enforcement by the creditors before the Intermediate People's Court of Changchun City of Jilin Province, which can be evidenced by the ruling of the Intermediate People's Court of Changchun City of Jilin Province. Therefore, the Company has instructed Ms. Yen-Ling Kuo (phonetic), Legal Deputy Manager, to prepare a report by August 4, 2022 (including feasible legal proceedings that may be taken by the Company and suggestions for internal disciplinary action on the relevant personnel), which will be reported to the next board meeting. 4.Resolution passed by the Board of Directors: On March 14, 2022 and May 11, 2022, former Chairman Shoei-Jiang Chang appointed attorneys, You-Ning Chen (陳又寧)and Jiun-Yi Ren (任君逸) of hl Partners (弘理法律事務所) on behalf of the Company to handle the cases Shang-Tiao-Zi No. 7 of 2021 (110商調字第7號)and Shang-Tiao-Zi No. 9 of 2022 (111年度商調字第9號) of the Intellectual Property Court. The Court has inquired by phone whether the Company recognizes this appointment. According to Legal Deputy Manager Kuo, the Company has already paid NT$ 500,000 in attorneys' fees, and hl Partners has handled the matter appropriately and interacts well with the Company. Chairman Weng, based on his power as chairman of the Company, therefore recognizes the appointment and has asked for Attorneys Chen and Ren to continue handle the two cases for the Company. 7.Any other matters that need to be specified:None.