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Asia Plastic Annual Report 2020

Aug 19, 2021

51781_rns_2021-08-19_9637c12c-e023-4285-93b3-08a1ba1a9655.pdf

Annual Report

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Stock symbol: 1337

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Asia Plastic Recycling Holding Limited

Annual Repot of Year 2020

Annual report website: MOPS website: mops.twse.com.tw Website of Asia Plastic Recycling Holding Limited: asia-recycle.com

Date of printing: May 28, 2021

I. Company spokesperson

Spokesperson’s name: Xue Youwei, Name of proxy spokesperson: Ding Huaxiong, Executive Assistant to Chairman Deputy General Manager Tel.: (07) 521-5560 Tel.: (86) 0595-8201-0739 Email: [email protected] Email: huaxiong @sansd.cn

II. Location of the headquarter, subsidiaries and plants

(I) The Company

Name: Asia Plastic Recycling Address: 4[th] Floor, Willow House, Cricket Square, P. O. Holding Limited Box 2804, Grand Cayman KY1-1112, Cayman Islands Tel.: (86) 0595-8201-0739 (II) Operation headquarter Name: Sansda (Fujian) Plastic Address: No. 163 South Qianjin Road, Fangjiao Village, Co., Ltd. Chendai Township, Jinjiang City, Fujian Province, China Tel.: (86) 0595-8519-9888 (III) Subsidiaries Name: Sansda Holding Limited Address: P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands. Tel.: (86) 0595-8201-0739 Name: Sansda Hong Kong Address: 5/F, Jardine House 1 Connaught Place Central HK Tel.: (86) 0595-8201-0739 Name: Sansda (Fujian) Plastic Address: No. 163 South Qianjin Road, Fangjiao Village, Co., Ltd. Chendai Township, Jinjiang City, Fujian Province, China Tel.: (86) 0595-8201-0739 Name: Sansda (Jiangsu) Address: Industrial Park of Jurong Economic Development Environmental Protection Zone (Huayang West Road), Jiangsu Province, Technology Co., Ltd China Tel.: (86) 0595-8201-0739 Name: Sansda Hong Kong Trading Address: Golden Sun Ctr 59-67 Bonham Strand Wwst HK Co., Ltd. Tel.: (86) 0595-8201-0739 Name: Gaoxiong Office Address: Building 8, No. 111 Wufusi Road, Yancheng District, Gaoxiong City Tel.: (07) 521-5560

III. Name, title, telephone and email of litigious and non-litigious agents within China Name: Xue Youwei Title: Executive Assistant to Chairman

Tel.: (07) 521-5560 Email: [email protected]

IV. List of directors

tofdirectors
Title Name Nationality Main experience
Chairman Ding Jinzao Philippines Asia Plastic Recycling Holding Ltd.
Chairman
Director Ding Holding
Limited
British Virgin
Islands
None
Director Zhang Huiqun Republic of
China
Changtai County Ruyi Xiangzhuang Co., Ltd.
Chairman
Changtai County Ruyi Entertainment Co., Ltd.
Chairman
Director Zhang
Duozhong
Republic of
China
Changtai County Ruyi Xiangzhuang Co., Ltd.
General Manager
Changtai County Ruyi Entertainment Co., Ltd.
General Manager
Independent
director
Li Junde Republic of
China
Wayi International Digital Entertainment Co., Ltd.
Chief Financial Officer
Independent
director
Li Fan Republic of
China
Binchuan Enterprise Co., Ltd.
Vice President of Finance
Independent
director
Liao Zhengpin The Chinese
Mainland
Honorary President of China Plastics Processing
Industry Association

V. Stock transfer agency

Name of securities dealer: Stock-Affairs Agency Department of Yuanta Securities Co., Ltd. Chengde Road, Taipei City Tel.: (886) 2-2586-5859 Website: http://www.yuanta.com

Address: Basement 1, No. 210, Section 3, Chengde Road, Taipei City

VI. Certified public accountants for financial statements in recent years

Name of certified public accountants: Name of firm: Wu Qiuyan, Jiang Jialing Deloitte & Touche Address: Building 3, No. 88 Chenggong 2[nd] Road, Tel.: (886) 7-530-1888 Gaoxiong City

Website: http://www.deloitte.com.tw

VII. Trading revenue for listing of foreign marketable securities None

VIII. Company website: asia-recycle.com

Table of Contents

I. Report to the shareholders I. Report to the shareholders 1
I. Operating results of Year 2020 1
II. Overview of operating plan in Year 2021 and future development strategy 2
II. Company profile 4
III. Corporate governance report 7
I. Organization system 7
II. Directors, supervisors, general manager, deputy general manager, assistant 9
managers, and managers in charge of various departments and branch offices
III. Implementation of corporate governance 21
IV. Information about accountants’ fees 54
V. Information about replacement of accountants 56
VI. Any of the Company’s Chairman, General Manager, or Managers in charge of 57
finance or accounting held a position in the CPA’s firm or its affiliates in the
most recent year
VII. Changes in shareholding and shares pledged by directors, supervisors, managers 57
and shareholders with 10% shareholding or more in the most recent year and as
of the date of printing of the annual report
VIII. Information about relationship between the top 10 shareholders (related party as 58
defined in the Statement of Financial Accounting Standards No. 6, or spouse or
relative with the second degree of kinship)
IX. Number of shares held by the Company, the Company’s directors, supervisors, 59
managers and directly or indirectly controlled entities on the same investee, and
comprehensive shareholding percentage calculated in a consolidated manner
IV. Capital overview 60
I. Capital and shares 60
II. Corporate bonds 66
III. Preferred stock 66
IV. Global depository receipt 66
V. Employee stock options and new restricted employee stocks 67
VI. Status of new shares issuance in connection with mergers and acquisitions 69
VII. Financing plans and implementation 69
V. Operation overview 70
I. Business activities 70
II. Market and sales overview 83
III. Information on employees in the recent two years and as of the date of printing 97
of the annual report
IV. Environmental protection expenditure 97
V. Labor relations 98
VI. Material contracts 101
VI. Financial overview VI. Financial overview VI. Financial overview 102
I. Summarized balance sheet and statement of comprehensive income in the past 102
five years
II. Financial analysis in the past five years 104
III. Audit committee’s report – financial statements for the fiscal year 107
IV. Financial statements for the most recent year 108
V. Independent financial statements audited by CPA in the most recent year 108
VI. Difficulties in fund flow of the Company and its affiliates in recent years and as 108
of the date of the annual report, and their impact on the Company’s financial
position
VII Review and analysis on financial conditions & performance, and risk issues 109
I. Financial status 109
II. Financial performance 110
III. Cash flow 111
IV. Influence of major capital expenditure items on financial business in the most 111
recent year
V. Re-investment analysis in the most recent year 112
VI. Risk issues 113
VII. Other important events 119
VIII. Special disclosure 120
I. Information of affiliates 120
II. Handling of private marketable securities in the most recent year and as of the 122
date of printing of the annual report
III. Holding or disposal of the Company’s shares by its subsidiaries in the most 122
recent year and as of the date of printing of the annual report
IV. Other necessary supplements 122
V. Events that have a significant impact on shareholders’ equity or securities price 122
as stipulated in Section 36.3(2) of the Securities Exchange Act in the most recent
year and as of the date of the annual report
VI. Significant deviations from the provisions on the protection of shareholders’ 122
rights in China

I. Report to the shareholders

I. Operating results of Year 2020

  • (I) Implementing results of operating plan:

Asia Plastic Recycling Holding Limited (hereinafter referred to as “the Company”) had the consolidated operating income of 1,008,157,000 in 2020, decreased by 205,243,000 and 19.89% when compared with the income of 1,258,400,000 in 2019; and the consolidated net loss after tax of 1,312,802,000 in 2020, decreased by 670,776,000 and 104.48% when compared with the loss of 642,026,000 in 2019; the EPS was -4.88 throughout the year.

  • (II) Financial revenue & expenditure and profitability analysis

  • At the end of 2020, the cash balance was 1,297,562,000, decreased by 32,261,000 than the balance at the beginning of the year, including the net cash outflow of 215,473,000 from operating activities, the net cash outflow of 17,980,000 from investing activities, and the net cash outflow of 181,516,000 from financing activities. The net cash outflow from operating activities was mainly caused by net loss before tax in the current year; the net cash outflow from investing activities was mainly arising from acquisition of property, plant and equipment; and, the net cash outflow from financing activities was mainly due to increase in other borrowings – related parties. Due to the combined influence, debt ratio of the Company was increased from 7.78% in 2019 to 11.29% in 2020, while current ratio was decreased from 607.08% in 2019 to 472.73%.

(III) Research development conditions:

  1. As a result of its consistent efforts, the R&D team has developed a new flame-retardant foaming material (PSD) and a purely bio-based and completely degradable forming material. A patent has been granted by China National Intellectual Property Administration on the new flame-retardant forming material (PSD). Following that, an additional patent is also expected to be granted on the purely bio-based and completely degradable foaming material. Furthermore, Sansda Jiangsu has successively developed, applied for and obtained patents on inventive production, processing and application of tens of products, including plasticizer, high resilient rubber, biodegradable plastic for use in production of foam pads for children, highly wearable rubber composition, SEBS thermoplastic elastomer jigsaw pads for children, maleic anhydride grafted LDPE, non-benzene butanone EVA forming material, antimonous oxide compound and its application in highly flame-retardant EVA forming material. In response to the development needs of the industry and the Group, Sansda Jiangsu has obtained certification of a provincial level enterprise technical center and qualification of a hi-tech enterprise in Jiangsu Province, following the certification of Sansda Fujian as a provincial level enterprise technical center and municipal R & D center in Fujian Province. Both companies have sustained advancement of their national industrial laboratories. Sansda Fujian and Sansda Jiangsu are making continuous efforts in promoting industry-university-research cooperation, facilitating establishment of strategic partnership with the Polymer Research Center of Fuzhou University Jinjiang Research Institute and Jiangsu Changzhou University, and boosting research and development of diversified products, process improvement and innovation.

  2. 1 -

Besides, the Group has also applied for patent on additional inventions and utility models. It is anticipated to obtain over 150 patents for protection.

  1. Equipment employed by the Group in production of EVA material can be engineered and reconstructed according to product structures, characteristics and quality requirements, and may also be improved based on R&D to better the technological process of production lines and conformity rate. To effectively improve the production efficiency, reduce waste during the process, cut labor and material costs, the Group uses consistent production process from front-end waste plastic recycling, EVA granulation, EVA foam material formulation design and EVA foaming to rear-end formed material rolling and cutting, which helps form a low-cost advantage and provide customers with services of high quality, high efficiency and high economic benefits. While constantly improving the process efficiency, the Group is also active in automating the production process. Both Sansda Fujian and Sansda Jiangsu have worked closely with Harbin Institute of Technology, a well-reputed automation development institute in China, and jointly developed an automated recycling, foaming and deep processing process. It is expected that the process may effectively improve the product matching accuracy and production efficiency. It is also listed as a major science and technology project and a benchmarking project of Jinjiang City. Besides, to meet the increasingly tough environmental protection and supervision requirements, Sansda Fujian and Sansda Jiangsu have set up respective special environment improvement technology and equipment teams to assist environmental protection regulatory authorities and attend to technological improvement of environmental protection equipment, energy saving, emission reduction, clean production and others, so as to constantly improve the environmental conditions of production.

  2. II. Overview of operating plan in Year 2021 and future development strategy

Since the Chinese government banned the import of plastics waste since 2018 (the implementation plan for prohibiting the entry of foreign garbage and advancing the reform of the solid waste import administration system), the Company is now actively making plans for plastics recycling sources in China and seeking for overseas strategic partners, and assessing the plan for plant establishment in Eastern Europe, Central Asia as well as Southeast Asia on an ongoing basis, so as to stabilize the supply of recycled plastics in the future.

III. Influence of external competition environment, regulatory environment and overall operating environment

Under the effects of international economic situations, geopolitical risk increase, COVID-19 epidemic as well as the worldwide influence of trade dispute between U.S. and China, the overall operating environment is not good.

Looking forward, geopolitical risk will not be decreased even though the trade dispute between U.S. and China shows a sign of moderating, together with the major impact of COVID-19 epidemic on a majority of global economies, all research organizations expect that global economic downturn will appear in 2021 and this will bring potential risks for future growth.

To sum up, the Company will continuously pay close attention to various pull and push factors and our management team will devote every effort and bring the Company to conquer the increasingly severe challenges and to meet achievements again.

  • 2 -

Best regards

to all shareholders

Chairman: Ding Jinzao General Manager: Ding Zhimeng Accounting officer: Wang Weiming

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  • 3 -

II. Company profile

I. Date of establishment and group overview

The Group was originated from Sansda (Fujian) Shoes Co., Ltd and established in August 1994. Its production base was located in Jinjiang City Fujian Province – also known as China’s “Shoe Capital”. The Group dedicates itself to the recycling of waste plastic bags, scraps and such rubber plastic wastes. By virtue of research on recycling as well as design and manufacturing of improved equipment, the Group mainly engages in the research, development, manufacturing and selling of EVA foam materials and its products are widely used as shoe soles, linings for bags and suitcases (luggage cases), sporting goods, children’s toys, building composites and puzzle mats etc. On Jan. 08, 2010, Asia Plastic Recycling Holding Limited was established in the Cayman Islands, as the holding parent company of the Group and the first applicant for listing in Taiwan. Various subsidiaries re-invested by the Company include Sansda Holding Limited, Sansda (Hong Kong) Co., Ltd, Sansda (Fujian) Plastic Co., Ltd, Sansda (Jiangsu) Environmental Protection Technology Co., Ltd, and Sansda (Hong Kong) Trading Co., Ltd.

II. Group structure

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

Asia Plastic Recycling Holding Limited (Cayman)
100%
Sansda Holding Limited (BVI)
100%
Sansda (Hong Kong) Co., Ltd.
100% 100% 100%
Sansda (Jiangsu)
Sansda (Fujian) Sansda Hong
Environmental
Plastic Co., Ltd. Kong Trading Co.,
Protection Technology
Co., Ltd Ltd.
----- End of picture text -----

  • 4 -

III. Company history

Year Important events
1994 Hongkong Senlaveer (Pacific) Co., Ltd established Sansda (Fujian) Shoes Co., Ltd by sole
proprietorship.
1999 Hongkong Senlaveer (Pacific) Co., Ltd transferred the stock rights of Sansda (Fujian) Shoes
Co., Ltd to Mr. Ding Jinzao in Philippines.
2000 Research and development of plastic wastes achieved significant breakthroughs, to decrease
production cost efficiently and six production lines for recycling of plastic wastes were
established.
2003 Rated as level-AAA credit enterprise by Agricultural Bank of China
2004 Rated as Class-A taxpayer by the State Taxation Bureau of Quanzhou City
2005 Rated as Class-A taxpayer by the State Taxation Bureau of Quanzhou City
2006 Rated as Class-A taxpayer by the State Taxation Bureau of Quanzhou City
Chosen as the first batch of science & technology project undertakers in Jinjiang City in 2006
Sansda (Fujian) new Jiangtou factory was among the key construction projects in Fujian
Province
2007 Passed ISO14001 (environmental management system) and ISO9001 (quality management
system) certification
Jiangtou Factory put into production, and production equipment was increased to 18 groups
Rated as level-AAA credit enterprise by Agricultural Bank of China
2008 Rated as level-AAA credit enterprise by Agricultural Bank of China
After putting Jiangtou Factory into production, capacity and performance were substantially
increased.
2009 Renamed to Sansda (Fujian) Plastic Co., Ltd
Won the title of China industrial research and development base for EVA recycling granted by
China Plastics Processing Industry Association
Rated as level-AAA credit enterprise by Agricultural Bank of China
Chosen as the first batch of provincial-level circular economy projects in 2009 and granted
with fund subsidy
Chosen as “Quanzhou Municipal 6.18 Success Fund Subsidy Project in 2009” by Economic
and Trade Commission of Quanzhou City
Obtained the patent of sterilization & deodorization nutrition adhesive for shoe use
Established the subsidiary – Sansda Holding Limited
Established the expert committee
2010 Established the Company, as the holding parent company of the Group and the first applicant
for listing in Taiwan.
Established the subsidiary –Sansda (Hong Kong)Co., Ltd
Completed the stock exchange between the Company and Ding Holding Limited
Obtained the patent of host screw for EVA scrap plasticizing and granulating device and new
foaming materials
Granted Sansda Fujian with level-AAA credit in plastics industry by the Credit Office of the
Ministry of Commerce P.R. of China together with China Plastics Processing Industry
Association, with the validity from Feb. 01, 2010 to Jan. 31, 2013.
“Best Product Innovation Award” of the third China (Shenzhen) International Industry Fair
Elected three independent directors
  • 5 -
Year Important events
2011 Entered Emerging Stock Market for transaction
Issued new shares in an amount of TWD 144,800 thousands by cash capital increase; after
increase, paid-in capital was TWD 1,380,800 thousands.
Stock was listed in Taiwan Stock Exchange.
Established the subsidiary – Sansda (Jiangsu) Environmental Protection Technology Co., Ltd
Obtained 7 patents for new EVA application plates
“Best Energy Saving & Environmental Protection Award” of “Selection of Haixi TOP TEN
Innovative Shoe Material Enterprises” initiated by Jinjiang Municipal Government together
with Strait News
2012 Capital increase converted from earnings in an amount of TWD 207,120 thousands; after
capital increase, paid-in capital was TWD 1,587,920 thousands.
Established the subsidiary –Sansda (Hong Kong) Trading Co., Ltd.
Issued the unsecured convertible corporate bond of 600,000 thousand for the first time
Issued new shares in an amount of TWD 165,000,000 by cash capital increase; after increase,
paid-in capital was TWD 1,752,920,000.
Obtained 5 patents for new technology improvement application and 4 patents for slipper
production and appearanceprotection
2013 The subsidiary – Sansda (Fujian) Plastic Co., Ltd was rated as hi-tech enterprise in Fujian
Province
Capital increase converted from earnings in an amount of TWD 245,409,000; after capital
increase, paid-in capital was TWD 1,998,329,000.
Obtained 16patents forproduction and appearanceprotection of slippers and floor mats etc.
2014 Capital increase converted from earnings and issuance of new shares for employee bonus in a
total amount of TWD 503,422 thousands; after capital increase, paid-in capital was TWD
2,498,291 thousands (after deducing the treasury stock cancelled 3,460 thousands).
Obtained thepatent for new EVA flame-retardant foamingmaterials
2015 Capital increase converted from earnings and issuance of new shares for employee bonus in a
total amount of TWD 97,593 thousands; after capital increase, paid-in capital was TWD
2,595,884 thousands.
Obtained 10 patents for new EVA application plates
Obtained the patent for new EVA foaming materials
Obtained 60 patents for production and appearance production of floor mats etc.
2016 Capital increase converted from earnings and issuance of new shares for employee bonus in a
total amount of TWD 57,797 thousands; after capital increase, paid-in capital was TWD
2,653,681 thousands.
Obtained the patent for new EVA foaming materials
Obtained 13patents forproduction and appearanceproduction of floor mats etc.
2017 Capital increase converted from earnings and issuance of new shares for employee bonus in a
total amount of TWD 24,080,000; after capital increase, paid-in capital was TWD
2,677,761,000.
2018 Capital increase converted from earnings and issuance of new shares for employee bonus in a
total amount of TWD 11,786,000; after capital increase, paid-in capital was TWD
2,689,547,000.

IV. Risk issues

Please refer to VII. Review and analysis on financial conditions & performance, and risk issues

  • 6 -

III. Corporate governance report

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

I. Organization system
1. Organization structure
Board of
Remuneration Shareholders
Committee
Board of Auditing
Directors office
Audit Chairman
Committee
General
Manager
Integrated Procurement Sales Production Financial
Management Department Department headquarter Department
Asset R&D Production Quality Warehouse
Management Department Department Control Department
Department Department
----- End of picture text -----

  • 7 -

2. Functions of main departments

Main departments Main functions
Auditing office Assess the integrity, reasonableness and effectiveness of the
internal control system and various management systems; perform
the internal audit tasks, and track the improvement results and
implementation of self-assessment work.
Audit Committee Supervise the business and financial conditions of the Company,
the fair presentation of financial statements, and the effective
implementation of internal control.
Remuneration
Committee
Assist the Board of Directors in performing and assessing the
overall remuneration and benefit policy of the Company as well as
the remuneration to directors and managers.
Integrated
Management
Department
Planning and implementation of logistics management of the
Company,
including
human
resources
planning,
payroll,
recruitment and training, information management, health safety
and general affairs maintenance & planning
Procurement
Department
Supplier
management,
planning
and
implementation
for
acquisition of raw materials and fixed assets
Sales Department Planning and implementation of operating sale, order & market
development, market information collection and customer
management
Asset Management
Department
Management and maintenance of fixed assets, management of
workshop & housing construction
R&D Department Collection of information about new industrial technology and new
market products, analysis on new product development, planning
for process technology improvement, as well as proofing, testing
and analysis for product performance
Production
Department
Production scheduling & planning, production & manufacturing,
production progress and technology management
Quality Control
Department
Planning of quality policy, quality inspection and management for
raw materials and products
Warehouse
Department
Warehousing and receiving planning & management for raw
materials, warehouse-in & warehouse-out management and storage
planning & management etc. for finished and semi-finished
products etc.
Financial Department Overall financial planning of the Company, capital utilization &
movement and risk management, planning of the Company’s
financial system and operating procedures, accounting, tax & stock
management, decision support analysis and report
  • 8 -

II. Directors, supervisors, general manager, deputy general manager, assistant managers, and managers in charge of various departments and branch offices

(I) Directors & supervisors

(The Company has no supervisor.)

Information about directors & supervisors (I)

April 18, 2021; Unit: shares

Title Nationality
or place of
registration
Name Gender Date
elected
Term Date first
elected
Shareholding when
elected
Shareholding when
elected
Number of shares
held at present
Number of shares
held at present
Number of shares
held by it spouse
and minor child
at present
Number of shares
held by it spouse
and minor child
at present

Shareholding by
nominee
arrangement

Shareholding by
nominee
arrangement
Main experience
(education)
Position concurrently
held in the Company and
other companies at
present
Other executives, directors or
supervisors who are spouses or
relatives within two degrees of
kinship
Other executives, directors or
supervisors who are spouses or
relatives within two degrees of
kinship
Other executives, directors or
supervisors who are spouses or
relatives within two degrees of
kinship
Remarks
Number of
shares
(share)
Shareho
lding
ratio
Number of
shares
(share)
Shareho
lding
ratio
Number
of
shares
(share)
Shareho
lding
ratio
Number
of
shares
(share)

Shareho
lding
ratio
Title Name Relationship
Chairman Philippines Ding
Jinzao
Male 2019.06 3 years 2010.01 15,540,096
5.99%

15,993,089

5.95%

Department of Geological
Prospecting, Fujian
Longyan Engineering
College
General manager of Sansda
(Fujian) Plastic Co., Ltd

Chief executive officer of
the Company
Director of Ding Holding
Limited
Director of Sansda
Holding Limited
Director ofSansda (Hong
Kong)Co., Ltd
Chairman of Sansda
(Fujian) Plastic Co., Ltd
Deputy
General
Manager
Ding
Huaxiong
Father and
son
Director British
Virgin
Islands
Ding
Holding
Limited
(represent
ative:
Ding
Zhimeng)
Male 2019.06 3 years 2013.06 59,894,651 23.07%
38,888,293
14.46%
Director Republic of
China
Zhang
Huiqun
Male 2019.06 3 years 2016.06 Business Management
Department of a private
international business
college
Chairman of WINCO
Enterprises Limited
Vice chairman of
Zhangzhou Taiwan
Investment Association
Chairman of Changtai
County Ruyi
Xiangzhuang Co., Ltd
Chairman of Changtai
County Ruyi
Entertainment Co., Ltd
Director
Deputy
General
Manager
Zhang
Duozhong
Ding
Huaxiong
Father and
son
Father in
law
Director Republic of
China
Zhang
Duozhong
Male 2019.06 3 years 2010.05 Finance Department,
Quanzhou Huaqiao
University
General manager of
WINCO Enterprises
Limited
General manager of
Changtai County Ruyi
Xiangzhuang Co., Ltd
General manager of
Changtai County Ruyi
Entertainment Co., Ltd
Director
Deputy
General
Manager
Zhang
Huiqun
Ding
Huaxiong
Father and
son
Brother in
law
  • 9 -
Title Nationality
or place of
registration
Name Gender Date
elected
Term Date first
elected
Shareholding when
elected
Shareholding when
elected
Number of shares
held at present
Number of shares
held at present
Number of shares
held by it spouse
and minor child
at present
Number of shares
held by it spouse
and minor child
at present

Shareholding by
nominee
arrangement

Shareholding by
nominee
arrangement
Main experience
(education)
Position concurrently
held in the Company and
other companies at
present
Other executives, directors or
supervisors who are spouses or
relatives within two degrees of
kinship
Other executives, directors or
supervisors who are spouses or
relatives within two degrees of
kinship
Other executives, directors or
supervisors who are spouses or
relatives within two degrees of
kinship
Remarks
Number of
shares
(share)
Shareho
lding
ratio
Number of
shares
(share)
Shareho
lding
ratio
Number
of
shares
(share)
Shareho
lding
ratio
Number
of
shares
(share)

Shareho
lding
ratio
Title Name Relationship
Independe
nt director
Republic of
China
Li Junde Male 2019.06 3 years 2016.06 Bachelor of Business
Administration, Soochow
University
Master of Business
Administration, National
Chengchi University
Doctor of Economics,
Fujian Normal University
Director of Integrated
Planning Department,
Financial Supervisory
Commission
Counselor of Financial
Supervisory Commission
Deputy general manager of
Motor Vehicle Accident
Compensation Fund –
juridical person
Chief financial officer of
Wayi International
Digital Entertainment
Co., Ltd
Independent director of
Ching Feng Home
Fashions Co., Ltd
Independe
nt director
Republic of
China
Li Fan Male 2019.06 3 years 2016.06 Department of Accounting,
Tunghai University
Leading group of Deloitte
& Touche
Deputy manager of
Underwriting Department,
Fubon Comprehensive
Securities Co., Ltd
Vice president – finance
of Binchuan Enterprise
Co., Ltd
Independe
nt director
The
Chinese
Mainland
Liao
Zhengpin
Male 2019.06 3 years 2010.03 Department of Physics,
Chengdu University
Deputy director of Plastics
Office, China National
Light Industry Council
Vice chairman and
secretary general China
Plastics Processing
Industry Association
President of China Plastics
Processing Industry
Association
Jury of National Office of
Science and Technology
Awards
  • 10 -

April 18, 2021

Table I: Major shareholders of the institutional shareholders

April 18,2021
Name of institutional
shareholder
Major shareholders of the institutional
shareholders
Shareholding ratio
Ding Holding Limited DingJinshan 32.5%
DingJinzao 25.0%
DingJindi 13.5%
DingJinkuang 13.0%

Information about directors and supervisors (II)

April 18, 2021

Condition
Name
(Note 1)

Meet one of the following professional qualification
requirements, together with at least five years’ work
experience

Meet one of the following professional qualification
requirements, together with at least five years’ work
experience

Meet one of the following professional qualification
requirements, together with at least five years’ work
experience
Independence criteria (note 1) Independence criteria (note 1) Independence criteria (note 1) Independence criteria (note 1) Independence criteria (note 1) Independence criteria (note 1) Independence criteria (note 1) Independence criteria (note 1) Independence criteria (note 1) Independence criteria (note 1) Independence criteria (note 1) Independence criteria (note 1) Number of other public companies in which the
individual is concurrently serving as an
independent director
An instructor or
higher position in a
department of
commerce, law,
finance,
accounting, or
other academic
department related
to the business
needs of the
company in a
public or private
junior college,
college or
university

A judge, public
prosecutor, attorney,
certified public
accountant, or other
professional or
technical specialist
who has passed a
national
examination and
been awarded a
certificate in a
profession necessary
for the business of
the Company

Have work
experience in
the areas of
commerce, law,
finance, or
accounting, or
otherwise
necessary for the
business of the
Company

1
2 3 4 5 6 7 8 9 10 11 12
DingJinzao 0
Ding
Zhimeng
(note 2)
0
Zhang
Huiqun
0
Zhang
Duozhong
0
Li Junde 1
Li Fan 0
Liao
Zhengpin
0

Note 1: please “tick” the corresponding boxes that apply to the directors or supervisors during the two years prior to being elected or during the term or office.

  • (1) Not any employee of the Company or any of its affiliates.

  • (2) Not a director or supervisor of the Company or any of its affiliates (not apply to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent.)

  • (3) Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person under other’s name, in an aggregate of one percent or more of the total number of issued shares of the Company or ranking in the top 10 in holdings.

  • (4) Not a spouse, relative within the second degree of kinship, or linear relative within the third degree of kinship, of a managerial office under subparagraph (1) or any of the persons in subparagraphs (2) and (3) preceding.

  • (5) Not a director, supervisor, or employee of a corporate shareholder that directly holds five percent or more of the total number of issued shares of the Company, or that ranks among the top five in shareholdings, or that designates its representative to serve as a director or supervisor of the Company under Article 27, paragraph 1 or

  • 11 -

2 of the Company Act. Not apply to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent.

  • (6) If a majority of the Company’s director seats or voting shares and those of any other company are controlled by the same person: not a director, supervisor, or employee of that company. Not apply to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent.

  • (7) If the chairman, general manager or person holding an equivalent position of the Company and a person in any of those positions at another company or institution are the same person or are spouses: not a director, supervisor, or employee of that other company or institution. Not apply to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent.

  • (8) Not a director, supervisor, manager, or shareholder holding five percent or more of the shares, of a specified company or institution that has a financial or business relationship with the Company. Not apply to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, at concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent, if the specified company or institution holds 20 percent or more and no more than 50 percent of the total number of issued shares of the public company.

  • (9) Not a professional individual who, or an owner, partner, director, supervisor, or manager of a sole proprietorship, partnership, company, or institution that, provides auditing services to the Company or any affiliate of the Company, or that provides commercial, legal, financial, accounting or related services to the Company or any affiliate of the Company for which the provider in the past 2 years has received cumulative compensation exceeding TWD 500,000, or a spouse thereof; provided, this restriction does not apply to a member of the remuneration committee, public tender offer review committee, or special committee for merger/ consolidation and acquisition, who exercises powers pursuant to the Act or to the Business Mergers and Acquisitions Act or related laws or regulations.

  • (10) Not having a spousal relationship, or a relative within the second degree of kinship to any other director of the Company.

  • (11) Not been a person of any condition defined in Article 30 of the Company Act.

  • (12) Not a governmental, juridical person or its representative as defined in Article 27 of the Company Act.

  • Note 2: a representative of the corporate director – Ding Holding Limited.

  • 12 -

(II) General manager, deputy general manager, assistant managers, and managers in charge of various departments and branch offices

Information about general manager, deputy general manager, assistant managers, and managers in charge of various departments and branch offices

April 18, 2021; Unit: shares April 18, 2021; Unit: shares April 18, 2021; Unit: shares April 18, 2021; Unit: shares April 18, 2021; Unit: shares
Title Name Gender Nationality
or place of
registration
Date
assuming
the post
Shares held by
spouse or minor
children
Shareholding by
nominee
arrangement
Main experience (education) Position concurrently served at
other company
Managers who having a spousal
relationship or a relative within the
second degree of kinship
Remarks
Number of
shares
Shareho
lding
ratio
Number
of
shares

Shareho
lding
ratio
Number
of
shares

Shareho
lding
ratio
Title Name Relationship
Chief
executive
officer
Ding
Jinzao
Male Philippines 2010.04 15,993,089
5.95%

Department of Geological Prospecting, Fujian
Longyan Engineering College
General manager of Sansda (Fujian) Plastic
Co., Ltd

Director of Ding Holding Limited
Director of Sansda Holding
Limited
Director ofSansda (Hong
Kong)Co., Ltd
Chairman of Sansda (Fujian)
Plastic Co., Ltd
Vice
president
of sales
Ding
Huaxiong
Father and
son
Deputy chief
executive
officer
Zhang
Huiqun
Male Republic of
China
2016.06 Business Management Department of a
private international business college
Chairman of WINCO Enterprises Limited
Vice chairman of Zhangzhou Taiwan
Investment Association
Chairman of Changtai County
Ruyi Xiangzhuang Co., Ltd
Chairman of Changtai County
Ruyi Entertainment Co., Ltd
Director
Vice
president
of sales
Zhang
Duozhong
Ding
Huaxiong
Father and
son
Father in
law
General
Manager
Ding
Zhimeng
Male Philippines 2014.10 Graduated from China University of Political
Science and Law, majored in Business
Administration
Learning business operations at EMBA
president course, Tsinghua University
Executive assistant to chairman of Jinfada
(Fujian) Shoes & Plastics Co., Ltd and
general manager of the Brand Operation
Center
General manager of Sansda
(Fujian) Plastic Co., Ltd
Deputy
general
manager of
sales, Sansda
(Fujian)
Ding
Huaxiong
Male Philippines 2006.01 Department of Marketing, Quanzhou Huaqiao
University

Executive director and general
manager of Sansda (Jiangsu)
Environmental Protection
Technology Co., Ltd
Chief
executive
officer
Ding
Jinzao
Father and
son
Deputy
general
manager of
procurement,
Sansda
(Fujian)
Ding
Zhiwei
Male Philippines 2008.07 Department of Business Administration,
Fuzhou University
Sansda (Fujian) Plastic Co., Ltd.
Manager of procurement department
  • 13 -
Title Name Gender Nationality
or place of
registration
Date
assuming
the post
Shares held by
spouse or minor
children
Shares held by
spouse or minor
children
Shareholding by
nominee
arrangement
Shareholding by
nominee
arrangement
Main experience (education) Position concurrently served at
other company
Managers who having a spousal
relationship or a relative within the
second degree of kinship
Managers who having a spousal
relationship or a relative within the
second degree of kinship
Managers who having a spousal
relationship or a relative within the
second degree of kinship
Remarks
Number of
shares
Shareho
lding
ratio
Number
of
shares
Shareho
lding
ratio
Number
of
shares
Shareho
lding
ratio
Title Name Relationship
Deputy
general
manager of
Sansda
(Jiangsu)
Shi
Yuanliang
Male Republic of
China
2017.01 Ching Cheng High School
Manager of Xiechengfa Shoes Material
Manufacturing Factory
Manager of Yuefa Shoes Material Factory
Chief operating officer of Sansda (Jiangsu)
Environmental Protection Technology Co.,
Ltd
Executive
Assistant to
Chairman
Xue
Youwei
Male Republic of
China
2009.11 761 Accounting Institute, Tamkang University
Manager of Deloitte & Touche
Chief financial officer of Sansda (Fujian)
Plastic Co., Ltd
Assistant
manager of
accounting
Wang
Weiming
Male Republic of
China
2013.09 6 Department of accounting, Chung Yuan
University
Deputy manager of Deloitte & Touche
Financial manager of Yang’s Aquatic
Products in Shunde District Foshan City
Audit manager of Asia Plastic Recycling
Holding Limited
Assistant
manager of
audit
Liang
Wenjie
Male Republic of
China
2015.05 Department of Law, Commerce and
Accounting, Chung Hsing University
Accounting Department manager of
Dongtaiyi Technology Co., Ltd
Accounting Department manager of Jiekou
Optoelectronics Co., Ltd
  • 14 -

(III) Remuneration paid to directors, supervisors, general manager and deputy general manager in the most recent year

(1) Remuneration of directors (including independent directors)

Unit: TWD thousand, Dec. 31, 2020

Title Name Directors’ remuneration Directors’ remuneration Directors’ remuneration Directors’ remuneration Directors’ remuneration Directors’ remuneration Directors’ remuneration Directors’ remuneration Percentage of
total
remuneration
(A+B+C+D) in
net income after
tax
Percentage of
total
remuneration
(A+B+C+D) in
net income after
tax
Relevant remuneration received by directors who are also employees Relevant remuneration received by directors who are also employees Relevant remuneration received by directors who are also employees Relevant remuneration received by directors who are also employees Relevant remuneration received by directors who are also employees Relevant remuneration received by directors who are also employees Relevant remuneration received by directors who are also employees Relevant remuneration received by directors who are also employees Relevant remuneration received by directors who are also employees Relevant remuneration received by directors who are also employees Relevant remuneration received by directors who are also employees Relevant remuneration received by directors who are also employees Percentage of
total
remuneration
(A+B+C+D+E+F
+G) in net
income after tax
Percentage of
total
remuneration
(A+B+C+D+E+F
+G) in net
income after tax
Compensation paid to directors from an
invested company other than the Company’s
subsidiary or parent company
Compensation
(A)
Severance pay
(B)
Directors
compensation
(C)
Business
execution
expenditure
(D)
Salary, bonus
and
extraordinary
charges etc.
(E)
Severance
pay (F)
Employee compensation
(G)
Number of
shares
subscribed
by employee
as per stock
options(H)
Number of
restricted
stock awards
obtained (I)
The Company All companies within the
financial statements
The Company All companies within the
financial statements
The Company All companies within the
financial statements
The Company All companies within the
financial statements
The Company All companies within the
financial statements
The Company All companies within the
financial statements
The Company All companies within the
financial statements
The
Company
All
companies
within the
financial
statements
The Company All companies within the
financial statements
The Company All companies within the
financial statements
The Company All companies within the
financial statements
Amount of cash
dividends
Amount of stock
dividends
Amount of cash
dividends
Amount of stock
dividends
Chairman Ding Jinzao 3,160 3,160
-0.24% -0.24% None
Director Ding Holding Limited
(Representative Ding
Zhimeng)
2,423 2,423
-0.18% -0.18% None
Director Zhang Huiqun 103
103
-0.01% -0.01% -0.01% -0.01% None
Director Zhang Duozhong 103
103
-0.01% -0.01% -0.01% -0.01% None
Independent
director
Li Junde 120
120
-0.01% -0.01% -0.01% -0.01% None
Independent
director
Li Fan 120
120
-0.01% -0.01% -0.01% -0.01% None
Independent
director
Liao Zhengpin 11
11

None
Other than those items disclosed in the table above, directors remunerations earned by providing services (i.e. providing consulting services as a non-employee) to all companies within the financial statements in the most recent year: None
Policy, system, standard and structure of remuneration to independent directors, and the correlation between duties, risk and time input with the amount of remuneration: Directors only receive the travel expenses, having no relation with
business performance and future risks; in addition, the Company has net loss after tax and thus no director remuneration will be granted in accordance with the Articles of Association.

Note: On June 15, 2016, the fourth board of directors was elected and audit committee was established, to act instead of the supervisors.

  • 15 -

Range of directors’ remuneration

Range of directors’ remuneration Range of directors’ remuneration Range of directors’ remuneration Range of directors’ remuneration
Range of remuneration
paid to each director of the
Company
Name of directors
Total of (A+B+C+D) Total of (A+B+C+D+E+F+G)

The Company
All companies
within the
financial
statements
The Company All companies
within the financial
statements
Less than 2,000,000 Yuan Ding Jinzao,
Ding Holding
Limited, Zhang
Huiqun, Zhang
Duozhong, Li
Junde, Li Fan,
Liao Zhengpin
Ding Jinzao, Ding
Holding Limited,
Zhang Huiqun,
Zhang Duozhong,
Li Junde, Li Fan,
Liao Zhengpin


Zhang Huiqun,
Zhang
Duozhong, Li
Junde, Li Fan,
Liao Zhengpin
Zhang Huiqun,
Zhang Duozhong,
Li Junde, Li Fan,
Liao Zhengpin
2,000,000 (included) ~
5,000,000 Yuan
Ding Jinzao,
Ding Holding
Limited
Ding Jinzao, Ding
Holding Limited
5,000,000 (included) ~
10,000,000 Yuan
10,000,000 (included) ~
15,000,000 Yuan
15,000,000 (included) ~
30,000,000 Yuan
30,000,000 (included) ~
50,000,000 Yuan
50,000,000 (included) ~
100,000,000 Yuan
Over 100,000,000 Yuan
Total 7 persons 7 persons 7 persons 7 persons

(2) Remuneration paid to supervisors in the most recent year: The Company elected the fourth board of directors and established the audit committee to act instead of the supervisor, on June 15, 2016 and thus it is inapplicable.

  • 16 -

(3) Remuneration paid to the general manager and deputy general manager in the most recent year

Unit: TWD thousand, Dec. 31, 2020

Title Name Salary (A) Salary (A) Severance pay (B) Severance pay (B) Bonus and
extraordinary charges
etc. (C)
Bonus and
extraordinary charges
etc. (C)
Employee compensation (D) Employee compensation (D) Employee compensation (D) Employee compensation (D) Percentage of total
remuneration
(A+B+C+D) in net
income after tax(%)
Percentage of total
remuneration
(A+B+C+D) in net
income after tax(%)
Amount of employee
stock options obtained
Amount of employee
stock options obtained

Number of restricted
stock awards obtained

Number of restricted
stock awards obtained
Compensation
paid to directors
from an invested
company other
than the
Company’s
subsidiary or
parent company
The
Company
All
companies
within the
financial
statements
The
Company
All
companies
within the
financial
statements
The
Company

All
companies
within the
financial
statements
The Company All companies
within the financial
statements
The
Company

All within
the financial
statements
Company
The
Company

All within
the financial
statements
Company
The
Company

All within
the financial
statements
Company
Amount
of cash
dividends
Amount
of stock
dividends

Amount
of cash
dividends

Amount
of stock
dividends
Chief executive
officer
Ding Jinzao 3,160
3,160

-0.24% -0.24% None
General
Manager
Ding
Zhimeng
2,423
2,423

-0.18% -0.18% None
Deputy General
Manager
Ding
Huaxiong
1,284
1,284

599
599

-0.14% -0.14% None
Deputy General
Manager
Ding Zhiwei 1,498
1,498

128
128

-0.12% -0.12% None
Deputy General
Manager
Shi Yuanliang 1,498
1,498

-0.11% -0.11% None
Executive
Assistant to
Chairman
Xue Youwei 2,765
2,765

172
172

-0.22% -0.22% None
Assistant
manager of
accounting
Wang
Weiming
  • 17 -

Range of remuneration paid to the general manager and the deputy general manager

Range of remuneration paid to each general manager
and deputy general manager of the Company

Name of general manager and deputy general manager

Name of general manager and deputy general manager
The Company All companies within the
financial statements
Less than 2,000,000 Yuan Ding Zhiwei, Shi Yuanliang, Xue
Youwei, Ding Huaxiong, Wang
Weimin

Ding Zhiwei, Shi Yuanliang,
Xue Youwei, Ding Huaxiong,
WangWeimin
2,000,000 (included) ~ 5,000,000 Yuan Ding Jinzao, Ding Zhimeng Ding Jinzao, Ding Zhimeng
5,000,000 (included) ~ 10,000,000 Yuan
10,000,000 (included) ~ 15,000,000 Yuan
15,000,000 (included) ~ 30,000,000 Yuan
30,000,000 (included) ~ 50,000,000 Yuan
50,000,000 (included) ~ 100,000,000 Yuan
Over 100,000,000 Yuan
Total 7 persons 7 persons

(4) Name of managers to whom employee compensation is pad in the most recent year and distribution of such compensation:

Unit: *10[3] in New Taiwan Currency

Title Name Amount of stock
compensation

Amount of
cash
compensation
Total Percentage of
total sum in net
income after tax
(%)
Manager Chief executive officer DingJinzao
General Manager DingZhimeng
Deputy general manager of sales, Sansda
(Fujian)
Ding Huaxiong
Deputy general manager of procurement,
Sansda(Fujian)
Ding Zhiwei
Deputy general manager of Sansda
(Jiangsu)
Shi Yuanliang
Executive Assistant to Chairman Xue Youwei
Assistant manager of accounting WangWeiming

Note: It was loss in year 109; and no employee compensation was allocated in accordance with the Articles of Association.

  • 18 -

(5) Compensation paid to managers receiving the top five highest remuneration in listed (OTC) companies:

Unit: TWD thousand, Dec. 31, 2020

Title Name Salary (A) Salary (A) Severance pay (B) Severance pay (B) Bonus and extraordinary
charges etc. (C)
Bonus and extraordinary
charges etc. (C)
Employee compensation (D) Employee compensation (D) Employee compensation (D) Employee compensation (D) Percentage of total remuneration
(A+B+C+D) in net income after
tax (%)
Percentage of total remuneration
(A+B+C+D) in net income after
tax (%)

Compensation paid to
directors from an
invested company
other than the
Company’s
subsidiary or parent
company
The
Company

All
companies
within the
financial
statements


The
Company

All
companies
within the
financial
statements
The
Company

All companies
within the
financial
statements
The Company All companies
within the financial
statements
The Company
All companies
within the
financial
statements
Amount
of cash
dividends

Amount
of stock
dividends

Amount
of cash
dividends

Amount
of stock
dividends
Chief executive
officer
Ding Jinzao 3,160
3,160

-0.24% -0.24% None
General Manager Ding Zhimeng
2,423

2,423

-0.18% -0.18% None
Deputy General
Manager
Ding
Huaxiong
1,284
1,284

599
599

-0.14% -0.14% None
Deputy General
Manager
Ding Zhiwei 1,498
1,498

128
128

-0.12% -0.12% None
Deputy General
Manager
Shi Yuanliang 1,498
1,498

-0.11% -0.11% None
  • 19 -

(IV) Compare and describe the analysis on percentage of total remuneration paid to directors, supervisors, general manager and deputy general manager of the Company in the net income after tax as mentioned in individual or separate financial statements in the most recent two years of the Company and all companies within the consolidated financial statements, and describe the remuneration policy, standard and combination, procedure for remuneration decision, relationship with business performance and future risks:

  1. Analysis on percentage of total remuneration paid to directors, supervisors, general manager and deputy general manager of the Company in the net income after tax as mentioned in individual or separate financial statements in the most recent two years of the Company and all companies within the consolidated financial statements:

Unit: *10[3] in New Taiwan Currency

Unit: *103in New Taiwan Currency Unit: *103in New Taiwan Currency Unit: *103in New Taiwan Currency Unit: *103in New Taiwan Currency
Item 2019 2020
Individual remuneration
(note)
Consolidated
remuneration
Individual remuneration
(note)
Consolidated
remuneration
Amount % Amount % Amount % Amount %
Director - - 6,292 -0.98 - - 6,040 -0.46
Supervisor - - - - - - - -
General manager and
uty general manager
- - 12,963 -2.02 - - 13,527 -1.01

Note: The Company only issues the consolidated financial statements of parent company and subsidiaries, and thus it is inapplicable.

  1. Remuneration policy, standard and combination, procedure for remuneration decision, relationship with business performance and future risks

According to Article 105 of the Articles of Association, if there is any profit in the current year, no less than 2% of the same shall be allocated as employee compensation and no more than 1% shall be allocated as director compensation. Remuneration paid to directors (including independent directors) and managers of the Company shall be determined in accordance with their participation in the Company’s operation and performance, by giving consideration to the following three major aspects: practice for core value and operation management capacity, accounting for 40% (including ethical practice, fulfillment of company’s operation principles, corporate culture, leadership and management capacity), financial & business operation performance index, accounting for 40% (including profitability, growth rate, market leadership and product quality), and other special contribution or major negative events, accounting for 20% (other special contributions including national certification or awards obtained by the Company; major negative events including major negative news and improper internal management etc.), all those shall be included in the performance review and remuneration payment.

  • 20 -

III. Implementation of corporate governance

(I) Information about the operation of the Board of Directors

A total of 6 (A) meetings of the board of directors were held in 2020. Director attendance was as follows:

Title Title Name Name Actual attendance
(B)
Actual attendance
(B)
Times of attendance
by authorization
Times of attendance
by authorization
Actual
attendance rate
(%) [B/A]
Remarks
Chairman DingJinzao 6 100.00
Director Ding Holding Ltd
(Representative Ding
Zhimeng)
6 100.00
Director ZhangHuiqun 6 100.00
Director ZhangDuozhong 6 100.00
Independent
director
Li Junde 6 100.00
Independent
director
Li Fan 6 100.00
Independent
director
Liao Zhengpin 4 66.66
Other events to be recorded:
I.
If any of the following circumstances occur, date of meeting, session, content of proposal, all independent
directors’ opinions and the Company’s response should be specified: The Company has set up the audit
committee and thus, Article 14 paragraph 3 of the Securities and Exchange Act is inapplicable and no
independent director raises an objection or reservation with respect to the resolution by the Board of Directors.
(I)
Matters listed in Article 14 paragraph 3 of the Securities and Exchange Act.
(II)
Other matters involving objections or expressed reservations by independent directors that were
recorded or states in writing that requires a resolution by the Board of Director.
II.
If there is directors’ avoidance of motions in conflict with interest, the director’s name, content of proposal,
causes for avoidance and voting should be specified: None.
III. The listed (OTC) company shall disclose the information about evaluation cycle, period, method and content
etc. for self- (or peer-) evaluation of the Board of Directors:
Evaluation
cycle
Evaluation
period
Scope of
evaluation
Evaluation
method
Content of evaluation
Once a year Jan. 01, 2020 ~
Dec. 31, 2020
Including
performance
evaluation of the
Board of
Directors, board
members, audit
committee and
remuneration
committee.
Including
self-evaluation
by the Board of
Directors and
self-assessment
of board
members
(I) Five major aspects for performance evaluation
of the Board of Directors
1.
Participation in the operation of the
Company
2.
Improvement of the quality of the Board of
Directors’ decision making
3.
Composition and structure of the Board of
Directors
4.
Election and continuing education of the
directors
5.
Internal control
(II) Six major aspects for performance evaluation
of board members:
1.
Grasp of the Company’s goals and missions
2.
Recognition of directors’ duties
3.
Participation in the operation of the
Company
Evaluation
cycle
Evaluation
period
Scope of
evaluation
Evaluation
method
Content of evaluation
Once a year Jan. 01, 2020 ~
Dec. 31, 2020
Including
performance
evaluation of the
Board of
Directors, board
members, audit
committee and
remuneration
committee.

Including
self-evaluation
by the Board of
Directors and
self-assessment
of board
members
(I) Five major aspects for performance evaluation
of the Board of Directors
1.
Participation in the operation of the
Company
2.
Improvement of the quality of the Board of
Directors’ decision making
3.
Composition and structure of the Board of
Directors
4.
Election and continuing education of the
directors
5.
Internal control
(II) Six major aspects for performance evaluation
of board members:
1.
Grasp of the Company’s goals and missions
2.
Recognition of directors’ duties
3.
Participation in the operation of the
Company
  • 21 -
4. Management of internal relationship and
communication
5. Professionalism and continuing professional
education
6. Internal control
(III) Five major aspects for performance
evaluation of audit committee
1. Participation in the operation of the
Company
2. Recognition of audit committee’s duties
3. Improvement of the quality of the audit
committee’s decision making
4. Composition of audit committee and
election of its members
5. Internal control
(IV) Four major aspects for performance
evaluation of remuneration committee
1. Participation in the operation of the
Company
2. Recognition of remuneration committee’s
duties
3. Improvement of the quality of the
remuneration committee’s decision making
4. Composition of remuneration committee
and election of its members
  • IV. Objectives for strengthening the functionality of the Board in the current and most recent year (i.e. establishment of audit committee, improvement of information transparency etc.) and evaluation on their fulfillment:

  • (I) The Company’s audit committee was established in 2016. For details about the implementation status, refer to the operation of the audit committee.

  • (II) According to the evaluation results of the 7[th] corporate governance, the Company has 51%~65% range before listed company. In future, the Company will disclose related information on the Company website and the website designated by the competent authority, to improve the information transparency.

Training courses have been arranged for directors and supervisors; and directors, supervisors and managers are encouraged to participate in the corporate governance:

Continuing education of directors of the Company in 2020 was as follows:

Title Name Date Host Course Name Duration
Chairman Ding Jinzao 2020/12/22 Taiwan Corporate
Governance
Association
Regulatory compliance and
supervision obligations of
the directors
3
Major information
disclosure and supervision
obligations of the directors
3
Director Ding Holding
Ltd
2020/12/22 Taiwan Corporate
Governance
Association
Regulatory compliance and
supervision obligations of
the directors
3
Major information
disclosure and supervision
obligations of the directors
3
  • 22 -
Director Zhang Huiqun 2020/12/22 Taiwan Corporate
Governance
Association
Regulatory compliance and
supervision obligations of
the directors
3
Major information
disclosure and supervision
obligations of the directors
3
Director Zhang
Duozhong
2020/12/22 Taiwan Corporate
Governance
Association
Regulatory compliance and
supervision obligations of
the directors
3
Major information
disclosure and supervision
obligations of the directors
3
Independent
director
Li Junde 2020/12/22 Taiwan Corporate
Governance
Association
Regulatory compliance and
supervision obligations of
the directors
3
Major information
disclosure and supervision
obligations of the directors
3
Independent
director
Li Fan 2020/12/22 Taiwan Corporate
Governance
Association
Regulatory compliance and
supervision obligations of
the directors
3
Major information
disclosure and supervision
obligations of the directors
3
Independent
director
Liao
Zhengpin
2020/12/22 Taiwan Corporate
Governance
Association
Regulatory compliance and
supervision obligations of
the directors
3
Major information
disclosure and supervision
obligations of the directors
3

(II) Operation status of audit committee or participation of supervisors in the Board of Directors

Participations of the audit committee in the Board of Directors in 2020 were described as below: A total of 5 (A) meetings of the audit committee were held in 2020. Independent director attendance was as follows:

follows:
Title Name Actual
attendance
(B)
Actual attendance
rate (%) [B/A]
Remarks
Independent
director
Li Junde 5 100.00
Independent
director
Li Fan 5 100.00
Independent
director
Liao Zhengpin 4 80.00
The audit committee of the Company is comprised of three independent directors, and assists the Board in fulfilling
its supervision over the quality and integrity degree of accounting, auditing, financial reporting process and financial
control fulfilled by the Company. The audit committee held a total of 5 meetings in 2020 and key points were
summarized as below:
●Main items reviewed
1. Financial statements audit and accounting policy & procedure.
2. Internal control system and related policy & procedure
  • 23 -

  • Major assets or derivative transaction

  • Major capital loans and endorsement or guarantee

  • Raising or issuing marketable securities

  • Financial derivatives and cash investment

  • Regulatory compliance

  • Existence of related parties transaction between manager and directors and possible interest conflict

  • Information safety

  • Risk management of the Company

  • Qualifications, independency and performance evaluation of certified public accountants

  • Appointment or remuneration of certified public accountants

  • Performance of duties of the audit committee

● Review of financial statements

The Board of Directors issued the business report of Year 2020, consolidated financial statements and of loss make-up proposal of the Company, among which the financial statements were audited by Deloitte & Touche under entrustment and audit report was issued therefrom. The foregoing business report, consolidated financial statements and loss make-up proposal were audited by the audit committee as completely compliant.

●Evaluation on effectiveness of internal control system

The audit committee assessed the effectiveness of policies and procedures (including finance, operation, risk management, information safety, outsourcing, regulatory compliance and such control measures) for internal control system of the Company, and reviewed the periodic reports from auditing department, certified public accountants and management of the Company, including risk management and regulatory compliance. In the light of the internal control: integrated framework – the internal control system published by COSO in 2013, the audit committee believed that risk management and internal control system of the Company were effective, and the Company had adopted necessary control mechanism to supervise and correct those violations.

●Appointment of CPA

The Audit Committee is given the responsibility of supervising the independence of the certified public accountant firm to ensure the fairness of the financial statements. In general, the certified accounting firm is not allowed to provide other services to the Company except for tax-related services or specially approved items. All services provided by the certified public accountant firm must be approved by the Audit Committee.

In order to ensure the independence of the certified public accountant firm, the Audit Committee has formulated an independence evaluation form based on Article 47 of the Accountant Law and No. 10 [Integrity, Fairness, Objectivity, and Independence] of The Norm of Professional Ethics for Certified Public Accountant, to assess the independence, expertise and competence of accountants, and assess whether it is a related party of the Company, or it has businesses or financial interests with the Company, etc. The 9th Meeting of 2nd Audit Committee on March 23, 2021 and the 11th Meeting of 5th Board of Directors on March 23, 2021 reviewed and approved the appointment of Lin Zhaomin and Chen Wenbin from Candor Taiwan CPAs as certified public accountants from 2021. The assessment determined that both of them meet the independence assessment standards, and are sufficient to serve as the Company’s financial certified public accountants.

Other events to be recorded:

  • I. If the operation of the Audit Committee has one of the following circumstances, the date, the period, the content of the proposal of the meeting of the Board of Directors, the opinions of all independent directors and the Company’s handling of the opinions of independent directors should be stated:

  • (I) Matters listed in Article 14 (5) of Securities Exchanges Act.

  • (II) Except for the previous issues, other resolutions that have not been approved by the Audit Committee but approved by more than two-thirds of all directors.

  • 24 -

Board of
Directors
Content and follow-up handling of proposal Matters
listed in
Article 14
(5) of
Securities
Exchanges
Act.
Resolutions that have
not been approved by
the Audit Committee
but approved by more
than two-thirds of all
directors.
5th Meeting of
5th Session
2020.03.13
1. Approved 2019 business report and consolidated
financial report of the Company
V
2. Approved the assessment of the independence of the
Company’s certified accountants
V
3. Approved the assessment of the effectiveness of the
internal control system of the Company and its
subsidiaries Sansda (Fujian) Plastic Co., Ltd., Sansda
(Jiangsu) Environmental Technology Co., Ltd., and
Sansda (Hong Kong) Trading Co., Ltd. and issued a
statement on internal control system.
V
4. Approved the revision of the Operating Procedures
of Financial Statement Preparation Process of the
Company
V
5. Approved the revision of the Rules of Procedures for
Shareholders’ Meetings of the Company
V
6. Approved the revision of the Code of Practice on
Corporate Governance, Code of Practice on Corporate
Social
Responsibility
and
Code
of
Integrity
Management
V
7. Approved the revision of the Organizational Rules
for the Audit Committee and Organizational Rules for
the Remuneration Committee of the Company
V
8. Approved the revision of the Rules of Procedures for
Board of Directors of the Company
V
9 Approved the revision of the Election Measures of
Directors and Supervisors of the Company
V
Resolution results of the Audit Committee (March 13, 2020): All members of the Audit
Committee agreed the approval.
The Company’s handling of the opinions of the Audit Committee: All the directors present
agreed the approval.
6th Meeting of
5th Session
2020.05.04
1. Approved the 2019 profit and loss appropriation
proposal of the Company
V
2. Approved the draft revision of the Articles of
Association of the Company
V
Resolution results of the Audit Committee (May 4, 2020): All members of the Audit Committee
agreed the approval.
The Company’s handling of the opinions of the Audit Committee: All the directors present
agreed the approval.
8th Meeting of
5th Session
2020.08.07
1. Approved the consolidated financial report for the
first half of 2020. (Only reported to the Board of
DirectorsaccordingtoArticle 36 of the Securities
V
  • 25 -
Exchanges Act)
Resolution results of the Audit Committee (August 7, 2020): All members of the Audit
Committee agreed the approval.
The Company’s handling of the opinions of the Audit Committee: All the directors present
agreed the approval.
9th Meeting of
5th Session
2020.11.10
1. Approved the proposal of fund loan of the subsidiary
Sansda(Fujian)Plastic Co.,Ltd.
V
2. Approved the revision of the Rules of Procedures for
Shareholders’ Meetingof the Company
V
3. Approved the revision of the Election Measures of
Directors and Supervisors of the Company
V
4. Approved the revision of the Rules for the
Independent Directors’ Scope of Responsibilities of the
Company
V
5. Approved the revision of the Organizational Rules of
the Audit Committee of the Company
V
6. Approved the revision of the Rules of Procedures for
Board of Directors of the Company
V
7. Approved the revision of the Organizational Rules of
the Remuneration Committee of the Company
V
8. Approved the revision of the Measures for
Self-evaluation or Peer Evaluation of the Board of
Directors of the Company
V
Resolution results of the Audit Committee (November 10, 2020): All members of the Audit
Committee agreed the approval.
The Company’s handling of the opinions of the Audit Committee: All the directors present
agreed the approval.
10th Meeting of
5th Session
2020.12.22
1. Approved the proposed 2021 audit plan of the
Company, its subsidiaries Sansda (Fujian) Company,
Sansda (Jiangsu) and Sansda (Hong Kong) Trading Co.,
Ltd.
V
2. Approved the offsetting of the interests receivable and
payable between the Sansda (Hong Kong) Trading Co.,
Ltd. and Sansda (Jiangsu) Environmental Technology
Co.,Ltd.,and adjustment of the borrowinginterest rate
V
Resolution results of the Audit Committee (December 22, 2020): All members of the Audit
Committee agreed the approval.
The Company’s handling of the opinions of the Audit Committee: All the directors present
agreed the approval.
  • 26 -

overseas subsidiaries, the overall operation, and the internal control audit, and should fully communicate on whether there are major adjustment entries or legal amendments that affect the accounting. In case of major abnormal events, a meeting should be convened at any time.

(2) The Audit Committee appoints professional accountants to review the Company’s financial statements, and issues an audit opinion to report to the Audit Committee for consideration.

(3) The head of internal audit and the Audit Committee should at least conduct a regular meeting per quarter to report on the Company’s internal audit performance and internal control operations. In case of major abnormal events, a meeting should be convened at any time.

  1. Summary of all previous communications between the Audit Committee and accountants:
3. Date Communication focus Opinions of the
Audit Committee
and follow-up
implementation
2020/03/13 1.
The accountants reported and explained to the Audit
Committee on the key audit matters and report content of the
2019 consolidated financial report, and responded to
questions raised by the committee members.
2.
The accountants reported on the internal control audit in
2019.
None.
2020/11/10 The accountants planned the 2020 annual audit planning report
for the Group
None.
2021/03/22 1.
The accountants reported and explained to the Audit
Committee on the key audit matters and report content of
the 2020 consolidated financial report, and responded to
questions raised by the committee members.
2.
The accountants reported on the internal control audit in
2020.
None.
Summaryof allprevious communications between the Audit Committee and the head of internal audit:
Date Communication focus
2020/03/13 1. Reported on the implementation of the audit plan of the parent and subsidiary
companies.
2.
Reported on the internal control audit of accountants in 2019.
3. Reported on the assessment of the effectiveness of the internal control system of the
Company and its subsidiaries Sansda (Fujian) Plastic Co., Ltd., Sansda (Jiangsu)
Environmental Technology Co., Ltd., and Sansda (Hong Kong) Trading Co., Ltd. in
2019 and issued a statement on internal control system.
2020/05/04 Reported on the implementation of the auditplan of theparent and subsidiarycompanies.
2020/08/07 Reported on the implementation of the auditplan of theparent and subsidiarycompanies.
2020/11/10 Reported on the implementation of the auditplan of theparent and subsidiarycompanies.
2020/12/22 Reported on the 2021 audit plan of the Company, its subsidiaries Sansda (Fujian)
Company,Sansda(Jiangsu)and Sansda(HongKong)TradingCo.,Ltd.
2021/03/22 1.
Reported on the implementation of the audit plan of the parent and subsidiary
companies.
2.
Reported on the internal control audit of accountants in 2020
3. Reported on the assessment of the effectiveness of the internal control system of the
Company and its subsidiaries Sansda (Fujian) Plastic Co., Ltd., Sansda (Jiangsu)
Environmental Technology Co., Ltd., and Sansda (Hong Kong) Trading Co., Ltd. in
2020 and issued a statement on internal control system.
2021/05/12 Reported on the implementation of the auditplan of theparent and subsidiarycompanies.
  • 27 -

(III) The situation of corporate governance operation and its differences from the Code of Practice on Corporate Governance of Listed/OTC Companies and the

reasons

reasons reasons reasons
Evaluation items Operation Differences from the Code of
Practice on Corporate
Governance of Listed/OTC
Companies and the reasons
Yes No Summary
I. Does the Company formulate and disclose the code of
practice on corporate governance in accordance
with the Code of Practice on Corporate Governance
of Listed/OTC Companies and the reasons?
V The Company has formulated the code of practice on corporate
governance and disclosed it on the public information
observatory and company website.
No significant difference yet
II. Equity structure of the Company and shareholder
equity
(I) Does the Company establish internal operating
procedures to handle the suggestions, doubts,
disputes and litigations of shareholders, and
implement them in accordance with the
procedures?
V The Company has not specified operating procedures, and
litigations are handled by the spokesperson or acting
spokesperson at present. The Taiwan office is responsible for
communication on equity issues and reflecting shareholders’
opinionstothe senior management at anytime.
No significant difference yet
(II) Does the Company have a list of major shareholders
who actually control the Company and the final
controllers of major shareholders?
V At present, the Company has arranged a specially-assigned
person to manage relevant information, so as to keep abreast of
the list of major shareholders who actually control the
Companyand the final controllers of major shareholders.
No significant difference yet
(III) Does the Company establish and implement the risk
control and firewall mechanisms between
affiliated companies?
V The Company has established the Transaction Procedures for
Group Companies, Specific Companies, and Stakeholders, has
clear regulations on operations, business and financial
transactions with affiliated companies, and has established risk
control mechanisms.
No significant difference yet
(IV) Does the Company establish internal regulations to
prohibit the Company’s insiders from using
undisclosed information on the market to buy
and sell securities?
V 1.
The Company has formulated the Code of Integrity
Management and Management Procedures for Preventing
Insider Transactions to regulate the matters that should be
followed by insiders should.
2.
The Company conducts guidance and advocacy of the
Management Procedures for Preventing Insider Trading,
Operation Procedures for Internal Important Information
Processing and relevant laws and regulations at least once
a year for current directors, managers and employees.
New directors and managers will beprovided with


No significant difference yet
  • 28 -
Evaluation items Operation Differences from the Code of
Practice on Corporate
Governance of Listed/OTC
Companies and the reasons
Yes No Summary
guidance and advocacy within 3 months of taking office,
and new employees will receive guidance and advocacy
by HR during pre-employment training.
3.
In 2020, the Company has conducted 3-hour guidance
and advocacy for 326 incumbent directors, managers and
employees from December 23 to December 25. The
content of the course consisted of important information
and confidential operations, the reasons for the
occurrence of insider transactions and the identification
process as well as examples, the scope of internal
important information, confidential operations, public
operations and violation handling, and placed the briefing
and audiovisual files on the Company’s internal website
for all employees to refer to.
III. The composition and responsibilities of the Board of
Directors
(I) Does the Board of Directors formulate and implement
a diversified policy on the composition of
members?
V 1.
The Company has approved the revision of the Code of
Practice on Corporate Governance at the 5th meeting of
the 5th Board of Directors on March 13, 2020, and
formulated a diversified policy in Chapter III Enhancing
the Functions of the Board of Directors. The nomination
and selection of members of the Company’s Board of
Directors are in line with the Articles of Association of
the Company. The selection of any director shall adopt
the system for nominating candidates. In addition to
evaluating the academic qualifications of each candidate,
the opinions of stakeholders should be consulted, the
Election Measures of Directors and Supervisors and the
Code of Practice on Corporate Governance should be
abided by to ensure the diversity and independence of
directors.
2. The current Board of Directors of the Companyconsists of
No significant difference yet
  • 29 -
Evaluation items Operation Operation Differences from the Code of
Practice on Corporate
Governance of Listed/OTC
Companies and the reasons
Yes No Summary
7 directors (including 3 independent directors). The
members have rich experience and expertise in the fields
of accounting, law, management and plastics. Please refer
to Note 1 for the relevant implementation.
3. The diversity policy prepared by the Board of Directors on
composition of members is disclosed on the Company’s
website andpublic information observatory.
(II) In addition to the Remuneration Committee and the
Audit Committee established by the Company in
accordance with the law, does the Company
voluntarily set up various other functional
committees?
V In addition to the Remuneration Committee and the Audit
Committee established by the Company in accordance with the
law, other functional committees are separately should be set
up upon the authorization by the Board of Directors as
required.
No significant difference yet
(III) Does the Company establish performance evaluation
measures for the Board and the evaluation
methods to conduct annual and regular
performance evaluations, and report the
performance evaluation results to the Board of
Directors, as well as using the results as a
reference for remuneration and nomination for
renewal of individual directors?

V
The Company has caused the Board of Directors on August 13,
2016 to approve to formulate the Measures for Self-evaluation
or Peer Evaluation of the Board of Directors, and the Board of
directors approved the revision on November 10, 2020,
stipulating that the Board of Directors should implement the
internal performance evaluation for the Board of directors at
least once a year, an external performance evaluation for the
Board of Directors at least every three years. The internal
evaluation period of the Board of Directors shall fall in the end
of each year, with the scope, methods and procedures of the
evaluation being implemented in accordance with the
Measures.
The Company completed the performance evaluation of the
overall Board of Directors, individual directors and various
functional committees in January 2021, and the meeting of the
Board of Directors convened on March 22, 2021 reported the
evaluation results and the direction of continuous enhancement
in 2021.
The overall assessment of the Board of Directors of the
Companyincludes the degree ofparticipation in the
No significant difference yet
  • 30 -
Evaluation items Operation Operation Differences from the Code of
Practice on Corporate
Governance of Listed/OTC
Companies and the reasons
Yes No Summary
Company’s operations, the improvement of decision-making
quality of the Board of Directors, the composition and structure
of the Board of Directors, the selection and continuing
education of directors, and internal control. The performance
evaluation of individual directors includes the mastery of the
goals and tasks of the Company, the awareness of
responsibilities of directors, the degree of participation in the
Company’s operations, internal relationship management and
communication, the expertise and continuing education of
directors, and internal control. The performance evaluation of
the Audit Committee includes the degree of participation in the
Company’s operations, the awareness of responsibilities of the
Audit Committee, the improvement of decision-making quality
of the Audit Committee, the composition of the Audit
Committee and the selection of members, and internal control.
The performance evaluation of the Remuneration Committee
includes the degree of participation in the Company’s
operations, the awareness of responsibilities of the
Remuneration Committee, the improvement of
decision-making quality of the Remuneration Committee, the
composition of the Remuneration Committee and the selection
of members.
The results of this evaluation ranged from 94 to 97.5 points.
According to the results of the performance evaluation in 2020,
the overall Board of Directors, individual directors, the Audit
Committee, and the Remuneration Committee of the Company
are still well-operated.
  • 31 -
Evaluation items Operation Differences from the Code of
Practice on Corporate
Governance of Listed/OTC
Companies and the reasons
Yes No Summary
(IV) Does the Company regularly assess the
independence of certified public accountants?
V The Finance Department of the Company assesses the
independence of certified public accountants once a year and
submitted the results to the 9th Meeting of 2nd Audit
Committee on March 23, 2021, and the 11th Meeting of 5th
Board of Directors on March 23, 2021 reviewed and approved
the appointment of Lin Zhaomin and Chen Wenbin from
Candor Taiwan CPAs as certified public accountants from
2021. The Finance Department of the Company assessed that
both Lin Zhaomin and Chen Wenbin from Candor Taiwan
CPAs meet the independence assessment standards (Note 2),
and are sufficient to serve as the Company’s financial certified
public accountants. The accounting firm also issued an
independence declaration. The certified public accountants
appointed by the Company are not directors, managers,
employees, or shareholders of the Company or affiliated
companies, and it is confirmed that they are not stakeholders,
which is in compliance with the independence judgment
requirements of the competent authority.
No significant difference yet
IV. Does the listed/OTC companies arrange suitable and
appropriate number of corporate governance
personnel, and designate a corporate governance
director to be responsible for matters related to
corporate governance (including but not limited to
providing directors and supervisors with data
required for business execution, assisting directors
and supervisors in complying with laws and
regulations, handling matters related to meetings of
the Board of Directors and shareholders meeting in
accordance with the law, preparing minutes of
meetings of the Board of Directors and shareholders
meeting, etc.)?
V Approved by the resolution of the 12th meeting of the 5th
Board of Directors on May 12, 2021, the Company appointed
the Assistant Manager Wang Weimin, also the Accounting
Manager, to concurrently hold the post of the first Director of
Corporate Governance of the Company to protect shareholders’
rights and strengthen the functions of the Board of Directors.
The Assistant Manager Wang Weimin has more than three
years of experience as a financial supervisor in public offering
companies. The main responsibilities of the Director of
Corporate Governance include handling matters related to
meetings of the Board of Directors and shareholders meeting in
accordance with the law, preparing minutes of meetings of the
Board of Directors and shareholders meeting, assisting the
directors in their appointment and continuing education,
providingthe directors with the data requiredforbusiness

No significant difference yet
  • 32 -
Evaluation items Operation Differences from the Code of
Practice on Corporate
Governance of Listed/OTC
Companies and the reasons
Yes No Summary
execution, and assisting the directors in complying with laws
and regulations.
Because the Assistant Manager Wang Weimin has just
concurrently served as the Director of Corporate Governance,
the initial trainingfor theyear has not beenyet completed.
V. Does the Company establish communication channels
with stakeholders (including but not limited to
shareholders, employees, customers and suppliers,
etc.), and set up a special area for stakeholders on
the Company’s website, and appropriately respond
to important CSR topics that stakeholders care
about?
V The Company has set up a special area for stakeholders on the
Company’s website, and provided dedicated personnel and
e-mail to deal with matters related to the external relations and
stakeholders of the Company.
No significant difference yet
VI. Does the Company entrust a professional equity
agency to handle the affairs of the shareholders
meeting?
V The Company has entrusted Yuanta Securities Co., Ltd. to
handle the affairs of the shareholders meeting and equity
matters on its behalf.
No significant difference yet
VII. Information disclosure
(I) Does the Company build a website to disclose
financial business and corporate governance
information?
V The company has built a website for the investors to inquire
about financial business and corporate governance information.

No significant difference yet
(II) Does the Company implement other information
disclosure methods (such as building an English
website, designating a special person to be
responsible for collecting and disclosing
company information, implementing the
spokesperson system, putting the process of legal
person briefings on companywebsite,etc.)?

V
The Company has established a spokesperson system, and has
designated a person to be responsible for disclosing material
company information, and uploading information on the public
information observatory and website on time. Besides, the
Company holds Road Shows from time to time, and announces
the content of Road Shows to the public information
observatoryin accordance with regulations.
No significant difference yet
(III) Does the Company announce and file its annual
financial report within two months after the end
of fiscal year, and announce and file the financial
reports for the first, second, and third quarters
and the operatingconditions of each month
V The Company has not announced and filed in advance, but the
deadlines stipulated by laws and regulations will be met.
No significant difference yet
  • 33 -
Evaluation items Operation Operation Operation Differences from the Code of
Practice on Corporate
Governance of Listed/OTC
Companies and the reasons
Yes No Summary
before the prescribed deadlines?
VIII. Does the Company have other important
information that helps to understand the Company’s
governance operations (including but not limited to
rights and interests of employees, employee care,
investor relations, supplier relations, rights of
stakeholders, in-service training courses of
directors and supervisors, the implementation of
risk management policies and risk measurement
standards, the implementation of customer policies,
the purchase of liability insurance for directors and
supervisors by the Company, etc.)?


V
1.
The Company has always attached importance to the
rights and interests of employees, and the harmony of
employee-employer relation. In addition, the Company
has established internal control systems and various
management measures, clearly specifying the rights,
obligations and welfares of employees, and regularly
reviews the content of welfares to protect the rights and
interests of employees.
2. The company has arranged in-service training courses for
directors and independent directors.
3. Except for special circumstances, both directors and
independent directors should attend the meetings, and if
the directors have an interest in the proposals listed by the
Board of Directors, such directors are not allowed to vote.
4. The Board of Directors of the Company currently has no
proposals in which the directors have an interest.
5. The Company has dedicated personnel and E-mail to serve
stakeholders and handle shareholders’ suggestions.
6. The Company has established various internal regulations
and conducted various risk management and assessments.
7. The Company has purchased liability insurance for the
directors.
8. The customers of the Company are all industrial
customers, and all dealings with customers comply with
contract obligations.
9
The Company understands that the development of the
industry requires the joint cooperation and efforts of all
suppliers. Therefore, based on the principle of mutual
prosperity and mutual benefit, it aims to promote industrial
development and enhance self-competitiveness,thereby

No significant difference yet
  • 34 -
Evaluation items Evaluation items Evaluation items Evaluation items Operation Operation Operation Differences from the Code of
Practice on Corporate
Governance of Listed/OTC
Companies and the reasons
Yes No Summary
seeking the greatest rights and interests for shareholders.
IX. Please explain the corporate governance evaluation results released by the Corporate Governance Center of Taiwan Stock Exchange Corporation in the most
recent year to make improvements, and propose matters and measures that are given priority for items which have not yet improved:
1.
According to the results of the 6th Corporate Governance Evaluation in 2020, the Company scored 58.54, and its previous score was 68.38. There are a
total of 905 listed companies subject to evaluation this time, and the evaluation results are divided into 7 intervals. The score of the Company falls in the
fifth interval (51%~65%), ranking among the medium level.
2.
The indicators that were not scored in the 7th evaluation and are expected to be improved in the 8th session are as follows. Due to factors such as the
revision of the Articles of Association and regulations, the structure of public information in the English version, and the cost of improvement
implementation, other indicators that cannot be improved in scores remain to be enhanced by the Company by planning as appropriate.
Serial number of
the 8th session
Serial number of
the 7th sessionIndex
1.10
1.10
Does the Company upload the English version of agenda and supplementary materials for the meeting 30 days
before the general meeting of shareholders?
1.11
1.11
Does the Company upload the English version of annual report 7 days before the general meeting of shareholders?
1.15
1.15
Does the Company formulate internal rules that prohibit directors or employees and other insiders from using
information that is not available in the market for profit and disclose them and the implementation on the
Company’s website?
2.21
2.21
Does the Company have a corporate governance director to be responsible for matters related to corporate
governance, and to explain the scope of authority and training on the website and annual report of the Company?
3.5
3.5
Does the Company upload the English disclosure of financial report 7 days before the general meeting of
shareholders?
4.15
4.15
Does the website or annual report of the Company disclose the Board of Directors clearly stipulates specific
practices and plans for preventing dishonest behaviors based on integrity management policy, and explain
the implementation?
Serial number of
the 8th session
Serial number of
the 7th session
Index
1.10 1.10 Does the Company upload the English version of agenda and supplementary materials for the meeting 30 days
before the general meeting of shareholders?
1.11
1.15
2.21
1.11
1.15
2.21
Does the Company upload the English version of annual report 7 days before the general meeting of shareholders?
Does the Company formulate internal rules that prohibit directors or employees and other insiders from using
information that is not available in the market for profit and disclose them and the implementation on the
Company’s website?
Does the Company have a corporate governance director to be responsible for matters related to corporate
governance, and to explain the scope of authority and training on the website and annual report of the Company?
3.5 3.5 Does the Company upload the English disclosure of financial report 7 days before the general meeting of
shareholders?
4.15 4.15 Does the website or annual report of the Company disclose the Board of Directors clearly stipulates specific
practices and plans for preventing dishonest behaviors based on integrity management policy, and explain
the implementation?
  • 35 -

Note 1: Implementation of achieving diversity of Board members

Core items of
diversity Basic composition Industrial experience Professional background/ability
Securities Insurance Marketing Operating Management Plastic recycling and
production
Accounting Governing law Financial Risk management Plastic processing
Tenure of
Age independent
director
Concurrently
Ntilit Gd serving as an
aonay ener employee of
the Company
35 - 40 51 - 55 61 - 65 71 - 75 76 - 80 3-9 years
Name of
directors
Ding Jinzao Philippines Male V V V V V V
Ding Holding
Limited
Philippines Male V V V V V
(Representative
Ding Zhimeng)
Zhang Huiqun Republic of China Male V V V V V
Zhang Duozhong Republic of China Male V V V
Li Junde Republic of China Male V V V V V
Li Fan Republic of China Male V V V V V
Liao Zhengpin China Male V V V V

●The proportion of directors with employee status in the Company is 43%. At present, 7 directors are all male, with 2 directors between 35 and 40 years old, 1 between 51 and 55 years old, 2 between 61 and 65 years old, 1 between 71 and 75 years old, 1 between 76 and 80 years old. The proportion of independent directors is 43%, and the three independent directors have served for 3 to 9 years. The Company attaches importance to the professional background and ability of board members in plastic processing. Currently, only 2 directors are qualified, and it is expected to increase to at least 3 directors before the seventh session to assist in the industry promotion of the Company.

  • 36 -

Note2: Evaluation criteria for the independence of accountant

Evaluation items Whether the evaluation
results
meet the requirements
of independence
1. Whether an independence statement is issued by the accountant. Yes Yes
2. Whether the accountant has a direct or significant indirect financial relationship with the Company. No Yes
3. Whether the accountant has any financing or guarantee with the Company or the directors of the Company. No Yes
4. Whether the accountant has a close business relationship and potential employment relationship with the Company. No Yes
5. Whether accountant and his/her audit team members currently serve as or in the past two years have served as
directors, managers or positions that have a significant impact on the audit work in the Company.
No Yes
6. Whether the accountant provides the Company with non-audit service items that may directly affect the audit work. No Yes
7. Whether the accountant has provided intermediary services for the stocks or other securities issued by the Company. No Yes
8. Whether the accountant has acted as the defender of the Company or coordinated conflicts with other third parties on
behalf of the Company.
No Yes
9. Whether the accountant has family relation with the Company’s directors, managers, or persons in positions that have
a significant influence on the audit case.
No Yes
  • 37 -

(IV) If the Company has a remuneration committee, it shall disclose the composition, responsibilities and operation conditions:

  1. Information on the members of the Remuneration Committee
(IV) If the Company has a remuneration committee, it shall disclose the composition, responsibilities and
operation conditions:
1. Information on the members of the Remuneration Committee
(IV) If the Company has a remuneration committee, it shall disclose the composition, responsibilities and
operation conditions:
1. Information on the members of the Remuneration Committee
(IV) If the Company has a remuneration committee, it shall disclose the composition, responsibilities and
operation conditions:
1. Information on the members of the Remuneration Committee
(IV) If the Company has a remuneration committee, it shall disclose the composition, responsibilities and
operation conditions:
1. Information on the members of the Remuneration Committee
(IV) If the Company has a remuneration committee, it shall disclose the composition, responsibilities and
operation conditions:
1. Information on the members of the Remuneration Committee
(IV) If the Company has a remuneration committee, it shall disclose the composition, responsibilities and
operation conditions:
1. Information on the members of the Remuneration Committee
(IV) If the Company has a remuneration committee, it shall disclose the composition, responsibilities and
operation conditions:
1. Information on the members of the Remuneration Committee
(IV) If the Company has a remuneration committee, it shall disclose the composition, responsibilities and
operation conditions:
1. Information on the members of the Remuneration Committee
(IV) If the Company has a remuneration committee, it shall disclose the composition, responsibilities and
operation conditions:
1. Information on the members of the Remuneration Committee
(IV) If the Company has a remuneration committee, it shall disclose the composition, responsibilities and
operation conditions:
1. Information on the members of the Remuneration Committee
(IV) If the Company has a remuneration committee, it shall disclose the composition, responsibilities and
operation conditions:
1. Information on the members of the Remuneration Committee
(IV) If the Company has a remuneration committee, it shall disclose the composition, responsibilities and
operation conditions:
1. Information on the members of the Remuneration Committee
(IV) If the Company has a remuneration committee, it shall disclose the composition, responsibilities and
operation conditions:
1. Information on the members of the Remuneration Committee
(IV) If the Company has a remuneration committee, it shall disclose the composition, responsibilities and
operation conditions:
1. Information on the members of the Remuneration Committee
(IV) If the Company has a remuneration committee, it shall disclose the composition, responsibilities and
operation conditions:
1. Information on the members of the Remuneration Committee
(IV) If the Company has a remuneration committee, it shall disclose the composition, responsibilities and
operation conditions:
1. Information on the members of the Remuneration Committee
(IV) If the Company has a remuneration committee, it shall disclose the composition, responsibilities and
operation conditions:
1. Information on the members of the Remuneration Committee
April 18,2021
Identity
category
(Note 1)
Condition
Name

Meet one of the following professional qualification
requirements, together with at least five years’ work
experience
Independence criteria (note 2) Number of
members
concurrently
serving as
members of
the
remuneration
committees
of other
public
offering
companies

Remarks
An instructor or
higher position in a
department of
commerce, law,
finance,
accounting, or
other academic
department related
to the business
needs of the
company in a
public or private
junior college,
college or
university

A judge, public
prosecutor, attorney,
certified public
accountant, or other
professional or
technical specialist
who has passed a
national
examination and
been awarded a
certificate in a
profession necessary
for the business of
the Company

Having work
experience
necessary for
commerce,
legal affairs,
finance,
accounting or
corporate
business
1 2 3 4 5 6 7 8 9 10
Independent
director

Li Junde
1
Independent
director

Li Fan
0
Independent
director

Liao
Zhengpin
0

Note 1: Please fill in director, independent director or others in the identity category.

Note 2: If any member meets the following conditions two years before the election and during the tenure, please type “” in the space below each condition code.

  • (1) Not an employee of the Company or its affiliates.

  • (2) Not a director or supervisor of the Company or its affiliates (but if the Company and its parent company, subsidiaries, or subsidiaries of the same parent company have independent directors serving concurrently in accordance with this law or local laws and regulations, they can be excluded).

  • (3) Not directly or indirectly holding 1% or more of the total issued shares of the Company in the name of oneself, one’s spouse or minor children, or the natural person shareholders at the Top 10 shareholders of the Company;

  • (4) Not the spouse, relative within the second degree of kinship or the lineal relative by blood within the third degree of kinship of the manager listed in (1) or the personnel listed in (2) and (3).

  • (5) Not a director, supervisor or employee who directly holds more than 5% of the total issued shares of the Company, at the Top 5 shareholders, or is the designated representative to serve as the Company’s director or supervisor in accordance with Article 27 (1) or (2) of the Company Law, (but if the Company and its parent company, subsidiaries, or subsidiaries of the same parent company have independent directors serving concurrently in accordance with this law or local laws and regulations, they can be excluded).

  • (6) Not a director, supervisor or employee of other companies whose over 50% of director positions or voting shares are controlled by the same person (but if the Company or its parent company, subsidiaries, or subsidiaries of the same parent company have independent directors serving concurrently in accordance with this law or local laws and regulations, they can be excluded).

  • (7) Not a director, supervisor or employee of other companies or institutions whose positions of Chairman, General Manager or the equivalents are held by the same person or his/her spouse (but if the Company or its parent company, subsidiaries, or subsidiaries of the same parent company have independent directors serving concurrently in accordance with this law or local laws and regulations, they can be excluded).

  • 38 -

  • (8) Not a director, supervisor, manager shareholders with over 5% of shares of specific companies or institutions that have financial or business dealings with the Company (but if any specific companies or institutions hold a total of more than 20% but less than 50% of the issued shares of the Company, and the Company or its parent company, subsidiaries, or subsidiaries of the same parent company have independent directors serving concurrently in accordance with this law or local laws and regulations, they can be excluded).

  • (9) Not a professional or the owner, partner, director, supervisor, manager and his/her spouse of sole proprietorship, partnership, company or institution that provides audits for the Company or affiliated companies, or that has obtained an aggregate amount less than NT$500,000 as the remuneration in the past two years for business, legal, financial, accounting services and other related services. However, the above does not apply to members of the Remuneration Committee, Public Acquisition Review Committee, or Special M&A Committee who perform their duties in accordance with the Securities Exchanges Act or the relevant laws and regulations of the Mergers and Acquisitions Act.

  • (10) There is no one of the matters specified in Article 30 of the Company Law.

  • Information on the operation of the Remuneration Committee

The Remuneration Committee of the Company has 3 members in total.

The term of office of the current members: From June 15, 2019 to June 14, 2022, the Remuneration Committee has held two meetings in the most recent year (A). The qualifications and attendance of the members are as follows:

Title Name Name Actual times of
attendance (B)
Times of attendance
by authorization
Times of attendance
by authorization
Actual rate of
attendance rate (B/A)
Actual rate of
attendance rate (B/A)
Remarks
Convener Li Junde 2 100.00
Members Li Fan 2 100.00
Members Liao Zhengpin 2 100.00
The meeting date, session, proposal content, resolution of the
handling of the opinions of the Remuneration Committee:
Remuneration Committee in 2020, and the Company’s
Meeting date
and session
Proposal content and follow-up handling Resolution The Company’s handling
of the opinions of the
Remuneration Committee
3rd time of 4th
session
2020.11.10
Deliberated on the remuneration structure
and rewards in force of the Company and
its subsidiaries in 2020.
Approved by all
present members of the
Committee
Submitted to report to the
Board of Directors
2nd time of the
4th session
2020.12.22
Deliberated on the proposal of the
Company and its subsidiaries to issue
2020 year-end bonus before the Chinese
New Year in 2021.
Approved by all
present members of the
Committee
Submitted to and
approved by all present
directors of the Board of
Directors
Other events to be recorded:
I. If the Board of Directors does not adopt or amend the recommendations of the Remuneration Committee, the meeting
date, session, proposal content, resolution of the Board of Directors, and the Company’s handling of the opinions of the
Remuneration Committee should be stated (if the remuneration approved by the Board of Directors is better than the
Remuneration Committee, the differences and reasons should be stated): None.
II. Regarding the resolutions of the Remuneration Committee, if any members have objections or reservations which
have records or written statements, the meeting date, session, proposal content of the Remuneration Committee, all
members’ opinions and the handling of their opinions should be stated: None.

The meeting date, session, proposal content, resolution of the Remuneration Committee in 2020, and the Company’s handling of the opinions of the Remuneration Committee:

I. If the Board of Directors does not adopt or amend the recommendations of the Remuneration Committee, the meeting date, session, proposal content, resolution of the Board of Directors, and the Company’s handling of the opinions of the Remuneration Committee should be stated (if the remuneration approved by the Board of Directors is better than the Remuneration Committee, the differences and reasons should be stated): None.

II. Regarding the resolutions of the Remuneration Committee, if any members have objections or reservations which have records or written statements, the meeting date, session, proposal content of the Remuneration Committee, all members’ opinions and the handling of their opinions should be stated: None.

  • 39 -

(V) The performance of social responsibility, and the differences from the Code of Practice on Corporate Social Responsibility for Listed/OTC Companies and their

reasons

reasons reasons reasons
Evaluation items Operation The differences from the
Code of Practice on
Corporate Social
Responsibility for
Listed/OTC Companies
and their reasons
Yes No Summary
I. Does the Company conduct risk assessments
on environmental, social and corporate
governance issues related to the operation of
the Company in accordance with the
materiality principle, and formulate relevant
risk management policies or strategies?
V The Company has conducted risk assessments on major issues in accordance with the
materiality principle, and formulated relevant risk management policies or strategies as
below:
Major issues
Risk
assessment
items
Risk management policies or strategies
Environment Environmental
Protection
The Company obtained the ISO14001
Environmental Management System certification
in 2020. It is committed to environmental
protection and acts up to green and clean
production. In terms of production process,
coal-fired boilers have been modified to natural
gas boilers and dust collectors have been added to
effectively reduce pollution emissions and impact
on the environment, so as to reduce carbon
dioxide emissions and perform the social
responsibility of environmental protection. Plans
for environmental protection projects are
formulated every year, and regular tracking and
review of various goals are conducted to ensure
that the goals will be achieved.
Society
Occupational
safety
The Company obtained the ISO45001
Occupational Health and Safety Management
System certification in 2020. For the protection
measures of the working environment and
personal safety of employees, please refer to the
labor-management relations description in Chapter
V. Operation Overview of this annual report.
No significant difference
yet
Major issues Risk
assessment
items
Risk management policies or strategies
Environment Environmental
Protection
The Company obtained the ISO14001
Environmental Management System certification
in 2020. It is committed to environmental
protection and acts up to green and clean
production. In terms of production process,
coal-fired boilers have been modified to natural
gas boilers and dust collectors have been added to
effectively reduce pollution emissions and impact
on the environment, so as to reduce carbon
dioxide emissions and perform the social
responsibility of environmental protection. Plans
for environmental protection projects are
formulated every year, and regular tracking and
review of various goals are conducted to ensure
that the goals will be achieved.
Society Occupational
safety
The Company obtained the ISO45001
Occupational Health and Safety Management
System certification in 2020. For the protection
measures of the working environment and
personal safety of employees, please refer to the
labor-management relations description in Chapter
V. Operation Overview of this annual report.
  • 40 -
Evaluationitems Operation Operation Operation The differences from the
Code of Practice on
Corporate Social
Responsibility for
Listed/OTC Companies
and their reasons
Yes No Summary
Product safety The Company obtained the ISO9001 Quality
Management System certification in 2020. All
products comply with the various product and
service laws and regulations of the government. It
provides customers with stable product quality
and improves customer satisfaction by strict
quality system management. Customer
satisfaction surveys are conducted on a regular
basis every year to strengthen the cooperative
relationship with customers.
Corporate
Governance
Socio-economic
and legal
compliance
By establishing a governance organization and
implementing the internal control mechanism, the
Company ensures that all personnel and
operations of the Company actually comply with
relevant laws and regulations.
II. Does the Company set up a full-time
(part-time) unit to promote corporate social
responsibility, with the Board of Directors
authorizing the senior management to handle
and report to the Board of Directors?
V 1. The Company has set up the General Manager’s Office as a full-time unit to
promote corporate social responsibility since August 2016. The General Manager
serves as the convener and has established a CSR Promotion Team jointly with the
Sales Department, Comprehensive Management Department, and Finance
Department to be responsible for CSR policies, systems, or related management
policies and proposal and implementation of specific promotion plans. The
meetings will be held at least once a quarter.
2. CSR Promotion Team works in accordance with the concept of plan-do-check
action cycle (PDCA). At the end of the year, opinions from stakeholders will be
collected to evaluate and review countermeasures, and project goals will be set
together. The promotion will be carried out upon the convener in the first meeting
of the following year.
3. The General Manager reports to the Board of Directors on a regular basis every
year to review the effectiveness of operations and the issues of concern to
stakeholders, and organizes written documents and submits them to the Board of
Directors after a completeyear.
No significant difference
yet
  • 41 -
Evaluation items Operation Operation The differences from the
Code of Practice on
Corporate Social
Responsibility for
Listed/OTC Companies
and their reasons
Yes No Summary
III. Environmental issues
(I) Does the Company establish an appropriate
environmental
management system
based on its industrial characteristics?
V The Company always lays emphasis on environmental protection and energy
conservation. In order to fulfill the environmental protection responsibility of the
Company, it has installed pollution prevention equipment in accordance with the law,
and passed the ISO14001 certification. It carries out environmental protection measures
specifically for environmental management plans, pollution prevention, and waste
reduction,lookingforward to make contributions toglobal environmentalprotection.
No significant difference
yet
(II) Is the Company committed to improving
the utilization efficiency of various
resources and using recycled materials
with low impact on the environment?
V The Company mainly uses EVA foam materials regenerated and produced from EVA
raw materials and recycled plastics. As the recycled plastics must be cleaned during the
manufacturing process, the water of the cleaning system is recycled without discharging
sewage. For the gas generated during the manufacturing process, the Company uses gas
collecting equipment to centrally process the waste gas before discharging. The
Company has obtained the pollution emission permit from the place of operation, and
itsgas emissions are still in compliance with the regulations.
No significant difference
yet
(III) Does the Company assess the potential
risks and opportunities brought about
by climate change on the Company
now and in the future, and take
measures to respond to climate-related
issues?
V Although the Company has not formulated the energy conservation & carbon reduction
and greenhouse gas reduction strategies, its unique reproduction process of recycled
plastic not only reduces the company’s material purchase cost, alleviates the shortage of
plastic raw materials, but also reduces the pollution of waste plastics to the
environment, so as to fulfill the responsibility of environmental protection.
No significant difference
yet
(IV)
Does
the
Company
calculate
the
greenhouse
gas
emissions,
water
consumption, and total waste weight in
the past two years, and formulate
policies on energy conservation and
carbon reduction, greenhouse gas
reduction, water saving, or other waste
management?
V Although the Company has not formulated the energy conservation & carbon reduction
and greenhouse gas reduction strategies, its unique reproduction process of recycled
plastic not only reduces the company’s material purchase cost, but also alleviates the
shortage of plastic raw materials. As the recycled plastics must be cleaned during the
manufacturing process, the water of the cleaning system is recycled without discharging
sewage. Besides, the coal-fired boilers of the Company have been modified to natural
gas boilers. For the gas generated during the manufacturing process, the Company uses
gas collecting equipment to centrally process the waste gas before discharging. The
Company has obtained the pollution emission permit from the place of operation, and
its gas emissions are still in compliance with the regulations. It also reduces the
pollution of wasteplastic materials to the environment, in order to fulfill the
No significant difference
yet
  • 42 -
Evaluation items Operation The differences from the
Code of Practice on
Corporate Social
Responsibility for
Listed/OTC Companies
and their reasons
Yes No Summary
responsibility of environmental protection.
IV. Social issues
(I) Does the Company establish relevant
management policies and procedures
in accordance with relevant laws and
international covenants on human
rights?
V The Company complies with relevant laws and regulations to ensure the principle of
labor rights and protect the legitimate rights and interests of employees.
No significant difference
yet
(II) Does the Company formulate and
implement reasonable measures for
employee welfare (including salary,
vacation and other benefits), and
appropriately
reflect
operating
performance or results in employee’s
salary?
V The Company has formulated and implemented reasonable measures for employee
welfare, and appropriately reflected operating performance or results in employee’s
salary. Please refer to the labor-management relations description in Chapter V.
Operation Overview and dividend policy in Chapter IV. Fundraising and their
implementation in this annual report.
No significant difference
yet
(III) Does the Company provide employees
with a safe and healthy working
environment, and carry out regular
safety
and
health
training
for
employees?
V Please refer to the labor-management relations description in Chapter V. Operation
Overview of this annual report.
No significant difference
yet
(IV) Does the Company establish an effective
training
plan
of
career
ability
development for employees?
V The Company provides relevant internal and external education and training courses for
employees to choose, so as to enrich their career skills.
No significant difference
yet
(V) With regard to customer’s health and
safety, customer privacy, marketing
and signs related to products and
services, does the Company comply
with relevant laws and regulations and
international standards, and formulate
relevantpolicies on consumer rights
V The Company has passed ISO14001, ISO9001 and China Compulsory Certification,
and also pays attention to the marketing signs of products and services. The Company
has set up a customer service hotline, and arranged relevant personnel responsible for
handling customer issues, in order to protect the rights and interests of customers.
No significant difference
yet
  • 43 -
Evaluation items Operation Operation Operation The differences from the
Code of Practice on
Corporate Social
Responsibility for
Listed/OTC Companies
and their reasons
Yes No Summary
protection and appeal procedures?
(VI) Does the Company establish supplier
management
policies
that
require
suppliers to comply with relevant
regulations
on
issues
such
as
environmental protection, occupational
safety and health, or labor human
rights, and if so, how are the policies
implemented?
V Although the Company has not established supplier management policies that clearly
require suppliers to comply with relevant regulations such as environmental protection,
occupational safety and health, or labor human rights, at present, it assesses suppliers
regularly every year. In the future, it will assess and inspect whether the suppliers have
records of environmental and social impacts, and sign with the major suppliers the
clauses that include the termination or cancellation of the contract at any time if the
violations of their corporate social responsibility policies are involved and there is a
significant impact on the environment and society (as the case maybe).
No significant difference
yet
V. Does the Company prepare corporate social
responsibility reports and other reports
that
expose
the
non-financial
information of the Company with
reference to internationally accepted
reporting standards or guidelines?
Have the confirming or assuring
opinions of a third-party verification
institute
been
obtained
for
the
previously disclosed reports?
V The Company has not yet prepared a corporate social responsibility report, but it has
fulfilled its corporate social responsibility through relevant management policies and
methods in the aspects of environmental protection, society and corporate governance.
In addition, the Company has passed ISO14001 (Environmental Management System
Certification, registration number: 20E1845R1M-ZJ/008, issued on 2020/3/10, valid
until 2023/1/8), ISO9001 (Quality Management System Certification, registration
number: 07620Q3710R1M-ZJ/008, issued on 2020/3/10, valid until 2023/1/8),
ISO45001 (Occupational Health and Safety Management System Certification,
registration number: 20S1588R1M-ZJ/008, issued on 2020/3/10, valid until 2023/8/15)
and its EVA plastic toy floor mats have passed China Compulsory Certification (3C
Certification)and other certifications.
No significant difference
yet
VI. If the Company has formulated its own corporate social responsibility code based on the Code of Practice on Corporate Social Responsibility for Listed/OTC Companies,
the differences between its operation and the established code should be stated: No significant differenceyet.
VII. Other important information that helps to understand the operation of corporate social responsibility: The Company and its subsidiaries are enthusiastic about participating in
community activities, as well as communicating to and encouraging employees to participate in order to enhance the harmonious relationship between communities. In
addition,in the event of social emergencies,the Companydonatesgenerouslyand encourages employees to takepart in the donation in order togive back to society.
  • 44 -

(VI) The performance of integrity management, and the differences from the Code of Integrity Management for Listed/OTC Companies and their reasons

Evaluation items Operation Operation Operation The differences from the
Code of Integrity
Management for
Listed/OTC Companies
and their reasons
Yes No Summary
I. Formulate integrity management policies and plans
(I) Does the Company formulate integrity management policies
approved by the Board of Directors, and clearly explain the
integrity management policies and practices in regulations
and external documents, as well as the commitment of the
Board of Directors and senior management to actively
implement such policies?
V The Company has formulated the Code of Integrity Management which
was revised on March 13, 2020 at the 5th meeting of the 5th Board of
Directors, and submitted it to the 2020 Shareholders Meeting. The code
has also been uploaded to the public information observatory and the
company website, making clear the integrity management policies and
practices, and the commitment of the Board of Directors and senior
management to actively implement such policies.
No significant difference
yet.
(II) Does the Company establish a risk assessment mechanism for
dishonest conducts, regularly analyze and evaluate business
activities with a higher risk of dishonest conducts within
the business scope, and formulate plans to prevent
dishonest conducts based on the analysis and evaluation,
which at least cover the precautionary measures for each of
the actions in Article 7.2 of the Code of Integrity
Management for Listed/OTC Companies?
V The Company has considered evaluating the risk of dishonest conducts,
and clearly prepared the plans to prevent dishonest conducts and its
scope based on Article 7 of the Code of Integrity Management.
No significant difference
yet.
(III) Does the Company clearly define operating procedures,
behavior guidelines, punishment of violation and appeal
system in the plan to prevent dishonest conducts, and
implement them, and regularly review and revise the plans
previously disclosed?
V The Company has clearly stipulated the preventions plan and the
handling procedures Prohibition of Dishonest Conducts and the
Targets, Prohibition of Accepting Bribery in All Forms, Prohibition of
Bribery in Disguised Form and Prohibition of Providing or Accepting
Unreasonable Gifts, Entertainment or Other Improper Interests in the
Code of Integrity Management, and formulated the Handling Methods
for Reporting Cases of Illegal, Unethical or Dishonest Conducts of the
Company as a behavior guideline, punishment of violation and
complaint system. The Company has implemented them, and regularly
reviewed and revised the plans previously disclosed. In order to create
a solid integrity management concept, the Company has incorporated
the integrity management policies into the Performance Evaluation
Management Measures to combine it with employee performance
appraisal for establishing a clear and effective reward and punishment
No significant difference
yet.
  • 45 -
Evaluation items Operation Operation Operation The differences from the
Code of Integrity
Management for
Listed/OTC Companies
and their reasons
Yes No Summary
system.
II. Implement the integrity management
(I) Does the Company assess the integrity records of its
counterparties and specify the integrity behavior provisions
in the contracts signed with its counterparties?
V In view of the Company’s plans to prevent dishonest conducts and its
scope, the commercial relations with suppliers, customers and business
counterparties involved dishonest conducts shall be terminated. It has
incorporated integrity management into contract terms or specified the
provisions on integrity.
No significant difference
yet.
(II) Does the Company set up a dedicated unit under the Board of
Directors to promote corporate integrity management, and
regularly (at least once a year) report to the Board of
Directors of its integrity management policies, plans for
preventing dishonest conducts, and supervision and
implementation?
V 1.
The Company has set up the General Manager’s as a full-time
unit to promote integrity management since August 2016. The
General Manager serves as the convener and established an
Integrity Management Promotion Group jointly with the Sales
Department, Comprehensive Management Department, Finance
Department, and Purchase Department to assist the Board of
Directors and management in formulating and supervising the
implementation of integrity management policies and prevention
plans according to the responsibilities and scope of each
department, so as to ensure the implementation of the Code of
Integrity Management. The General Manager is responsible for
reporting the implementation to the Board of Directors at least
once a year.
2.
In order to prevent conflicts of interest policies and provide
appropriate channels for statement, the Company revised the
Code of Integrity Management in 2020.
3.
The Company implements the integrity management policies as
appropriate, and the specific implementation in 2020 is as
follows:
A. Education and training
In order to implement the regulations of integrity management,
the Company invited teachers from the juridical association
No significant difference
yet.
  • 46 -
Evaluation items Operation Operation Operation The differences from the
Code of Integrity
Management for
Listed/OTC Companies
and their reasons
Yes No Summary
Taiwan Corporate Governance Association for directors to hold
director
training
courses
named
Law
Compliance
and
Supervision Obligations of Directors of the Company and
Significant Information Disclosure and Responsibilities of
Directors and Supervisors of the Company in 2020, with the
number of participants as 7 and the training hours as 42 hours.
B. Publicity of law compliance
The Integrity Management Promotion Group promotes advocacy
and education. In 2020, with the theme of Implementing Integrity
Management, it publicized the matters that should be paid
attention to during the business process through videos. The
number of participants was 362, with a total of 724 man-hours.
C. Whistleblowing mechanism and whistleblower protection
4.
The Company has prepared the Handling Methods for Reporting
Cases of Illegal, Unethical or Dishonest Conducts of the
Company and established a whistleblower protection mechanism
in which the identity and content of the whistleblower are truly
confidential. Internal and external whistleblowing channels and
handling systems of the Company have been established and
announced on the company website. In 2020, no internal or
external whistleblowing was received.
(III) Does the Company formulate policies to prevent conflicts of
interest, provide appropriate channels for presentation, and
implement them?
V The Company’s Code of Integrity Management and Rules of
Procedures for Board of Directors of the Company clearly require that
if any interested persons or their representative may be harmful to the
interests of the Company, they may state their opinions and answer
inquiries, but are not allowed to participate in discussions and voting.
They should be absent during discussion and voting, and may not act
for other directors to exercise their voting rights.
No significant difference
yet.
(IV) Does the Company establish an effective accounting system
and internal control system for the implementation of
integrity management, and does the internal audit unit
draw up relevant audit plans based on the assessment
V The Company’s accounting system refers to the Securities Exchanges
Act, Company Law, Commercial Accounting Law, international
financial reporting standards approved by the Financial Regulatory
Commission, International Accounting Standards, Interpretations,
No significant difference
yet.
  • 47 -
Evaluation items Operation Operation Operation The differences from the
Code of Integrity
Management for
Listed/OTC Companies
and their reasons
Yes No Summary
results of dishonest conduct risks, and verify the
compliance of the plan for preventing dishonest conducts
based on the assessment, or entrust an accountant to
perform the verification?
Notices on Interpretations and other relevant laws and regulations, and
the internal control system refers to the Processing Guidelines for
Establishing the Internal Control System of Public Offering
Companies, which are all implemented. The Company’s Code of
Integrity Management clearly prohibits external accounts or secret
accounts, etc.; in addition to regular review of the compliance of the
systems mentioned above and preparation and submission of audit
reports by internal auditors to the Board of Directors, the quarterly
financial statements are also entrusted to an accountant for verification
(or review) before presentation.
(V) Does the Company regularly organize internal and external
education and training on integrity management?
V In addition to formulating the Code of Integrity Management, the
company also regularly organizes internal trainings on integrity
management every year, and advocates it at various meetings from
time to time, so that employees can clearly understand the integrity
management philosophy and norms of the Company.
No significant difference
yet.
III. Operation of whistleblowing system of the Company
(I) Does the Company establish a specific whistleblowing and
reward system, set up convenient reporting channels, and
assign appropriate personnel for acceptance according to
the reported objects?
V The Company has prepared the Handling Methods for Reporting Cases
of Illegal, Unethical or Dishonest Conducts of the Company, and
internal and external whistleblowing channels and handling systems of
the Company have been established and announced on the company
website.
No significant difference
yet.
(II) Does the Company establish standard operating procedures for
the investigation of the reported matters, follow-up
measures to be taken after the investigation is completed,
and related confidentiality mechanisms?
V The Company has prepared the Handling Methods for Reporting Cases
of Illegal, Unethical or Dishonest Conducts of the Company, and
internal and external whistleblowing channels and handling systems of
the Company have been established and announced on the company
website.
No significant difference
yet.
(III) Does the company take measures to protect the whistleblower
from being improperly treated
due to the whistleblowing?
V The Company has specified the Handling Methods for Reporting Cases
of Illegal, Unethical or Dishonest Conducts of the Company to assume
the responsibility of confidentiality to the whistleblower, and protect
the whistleblower from being improperly treated due to the
No significant difference
yet.
  • 48 -
Evaluation items Operation Operation Operation The differences from the
Code of Integrity
Management for
Listed/OTC Companies
and their reasons
Yes No Summary
whistleblowing.
IV. Strengthen information disclosure
Does the Company disclose the content and promotion
effects of its Code of Integrity Management on its website and
public information observatory?
V The Company has disclosed the contents of the Code of Integrity
Management on the company website and has set up an external
mailbox, so the information disclosure and reporting channels are
smooth.
No significant difference
yet.
V. If the Company has formulated its own code of integrity management based on the Code of Integrity Management for Listed/OTC Companies, the differences between its
operation and the established code should be stated: There are no major differences between the situation of the Company and the Code of Integrity Management for
Listed/OTC Companies. Please refer to the above columns for details.
VI. Other important information that helps to understand the operation of integrity management: (For example, the situation where the Company reviewed and revised its code of
integrity management, etc.) The Company always pays attention to the development of relevant standards for integrity management at home and abroad, and encourages
directors, managers and employees to make suggestions for reviewing and improving the code of integrity management formulated by the Company, so as to enhance the
effectiveness of the Company’s integrity management. The Company also requires all colleagues of the Company to implement integrity management in accordance with
local laws and regulations when performing business. In accordance with the working rules, labor agreements, labor contracts or relevant internal regulations between the
Company and employees, the Company requires all colleagues to respect the business secrets of customers and others, and be obliged to protect the Company’s property
from loss, damage, improper use and reading, and theft, and abide by all regulations and systems related to the management and use of company property. Besides, since the
Company’s preparations for listing, the Board of Directors and management have carried out education courses related to above laws and regulations for listed companies
and corporate governance, so that the Board of Directors and management can deepen the understanding of securities transaction-related laws and regulations and effectively
comply with the laws and regulations. So far, it is well-implemented.
  • (VII) If the Company has formulated the corporate governance code and related regulations, and the inquiry methods: The Company has formulated corporate governance code and related regulations. The inquiry methods are as follows:

Please refer to the Company’s website: http://www.asia-recycle.com/governance/rules/ (corporate governance/important company regulations)

or refer to the public information observatory: mops.twse.com.tw (corporate governance)

(VIII) Other important information that is sufficient to enhance the understanding of corporate governance and operation conditions can be disclosed together:

Please refer to the Company’s website: http://www.asia-recycle.com/governance/organized/index.html (corporate governance)

or refer to the public information observatory: mops.twse.com.tw (corporate governance)

  • 49 -

  • (IX) The implementation of the internal control system

  • Statement of internal control system

Asia Plastic Recycling Holding Ltd. Statement of Internal Control System

Date: March 22, 2021

Based on the results of self-assessment, the statement of the Company’s internal control system for 2020 is as follows:

I. The Company confirms that the establishment, implementation and maintenance of the internal control system is the responsibility of the Board of Directors and managers of the Company, and the Company has established this system. It aims to achieve the objectives of operation effectiveness and efficiency (including profitability, performance and asset security, etc.), reporting reliability, timeliness, transparency, and conformance to relevant standards and compliance with relevant laws and regulations, and provide a reasonable guarantee.

II. There are inherent limitations in the internal control system. No matter how perfect the design is, an effective internal control system can only provide a reasonable guarantee for achieving the above three objectives; moreover, due to changes in the environment and circumstances, the effectiveness of the internal control system may change accordingly. However, the internal control system of the Company has set up a self-monitoring mechanism. Once the defect is identified, the Company will take corrective actions.

III. The Company judges whether the design and implementation of the internal control system are effective in accordance with the judgment items for the effectiveness of the internal control system stipulated in the Processing Guidelines for Establishing the Internal Control System of Public Offering Companies (hereinafter referred to as the “Processing Guidelines”). The judgment items of the internal control system adopted in the “Processing Guidelines” are based on the process of management control, which divides the internal control system into five components: 1. Control environment, 2. risk assessment, 3. control operations, 4. information and communication, and 5. supervision operations. Each component consists of several items. Please refer to the “Processing Guidelines” for the detailed items mentioned above.

IV. The Company has adopted the above judgment items of internal control system to evaluate the effectiveness of the design and implementation of the internal control system.

V. Based on the evaluation results mentioned in the preceding paragraph, the Company believes that the internal control system of the Company as of December 31, 2020 (including the supervision and management of subsidiaries), including that the effectiveness of operations and the extent to which the efficiency objectives are achieved have been understood, and the reporting is reliable, the design and implementation of the internal control system related to timeliness, transparency, and conformance to relevant standards and compliance with relevant laws and regulations are effective, which can reasonably ensure the achievement of the above objectives

VI. This statement will be the main content of the annual report and prospectus of the Company, and will be made public. If there are false or concealed contents in the above disclosure, legal liabilities under Article 20, Article 32, Article 171, and Article 174 of the Securities Exchanges Act will be involved.

VII. This statement was approved by the Board of Directors of the Company on March 22, 2021. Among the 7 directors present, none of them had objections, and all agreed to the content of this statement and made this statement.

  • 50 -

==> picture [82 x 80] intentionally omitted <==

Asia Plastic Recycling Holding Ltd.

==> picture [45 x 49] intentionally omitted <==

Chairman: Ding Jinzao General Manager: Ding Zhimeng

Signature and seal Signature and seal

  • 51 -

  • If an accountant is entrusted to review the internal control system, the review report of the accountant: None.

    • (X) In the most recent year and as of the printing date of the annual report, the punishments on the Company and its internal personnel in accordance with the law, the penalties of the Company for the violation of the internal control system regulations by the internal personnel, main deficiencies and improvements: None.

    • (XI) Important resolutions of the shareholders meeting and the Board of Directors in the most recent year and as of the printing date of the annual report

  • The content and implementation of important resolutions of the shareholders meeting

Date Important resolutions
2020.6.15 1. Recognized 2019 annual business report and consolidated financial statements of the
Company
2. Recognized the 2019 profit and loss appropriation proposal of the Company
3. Approved the revision of the Articles of Association of the Company
Implementation: It has been announced in the important company regulations for
corporate governance on the company website.
4. Approved the revision of Rules of Procedures for Shareholders’ Meetings of the
Company
Implementation: It has been announced in the important company regulations for
corporate governance on the company website and the revised rules are carried out.
5. Approved the revision of the Election Measures of Directors and Supervisors of the
Company.
Implementation: It has been announced in the important company regulations for
corporate governance on the company website and the revised rules are carried out.
  1. Important resolutions of the Board of Directors
Date Important resolutions
2020.03.13 1. Approved 2019 business report and consolidated financial report of the Company
2. Approved the assessment of the independence of the certified public accountants of
the Company
3. Approved the assessment of the effectiveness of the internal control system of the
Company and its subsidiaries Sansda (Fujian) Plastic Co., Ltd., Sansda (Jiangsu)
Environmental Technology Co., Ltd., and Sansda (Hong Kong) Trading Co., Ltd. and
issued a statement on internal control system.
4. Approved the revision of the Operating Procedures of Financial Statement Preparation
Process of the Company
5. Approved the revision of the Rules of Procedures for Shareholders’ Meeting of the
Company
6. Approved the revision of the Code of Practice on Corporate Governance, Code of
Practice on Corporate Social Responsibility and Code of Integrity Management of the
Company
7. Approved the revision of the Organizational Rules for the Audit Committee and
Organizational Rules of the Remuneration Committee of the Company
8. Approved the revision of the Rules of Procedures for Board of Directors of the
Company
9. Approved the revision of the Election Measures of Directors and Supervisors of the
  • 52 -
Date Important resolutions
Company
10. Approved the proposal to convene the 2020 shareholders meeting of the Company
2020.05.04 1. Approved the 2019 profit and loss appropriation proposal of the Company
2. Approved the draft revision of the Articles of Association of the Company
2020.07.01 1. Approved the director re-election proposal of the subsidiary Sansda (Fujian) Plastic
Co., Ltd.
2. Approved the removal of the Board of Directors and re-election of supervisors of the
subsidiary Sansda (Jiangsu) Environmental Protection Technology Co., Ltd
3. Approved the establishment of the Board of Directors and addition of directors of the
subsidiary Sansda Hong Kong
2020.08.07 No proposal
2020.11.10 1. Approved the remuneration structure and rewards in force of the Company and its
subsidiaries in 2019
2. Approved the proposal of the Company and its subsidiaries to issue 2019 year-end
bonus before the Chinese New Year in 2020
3. Approved the remuneration structure and rewards in force of the Company and its
subsidiaries in 2020
4. Approved the proposal of fund loan of the subsidiary Sansda (Fujian) Plastic Co., Ltd.
5. Approved the revision of the Rules of Procedures for Shareholders’ Meeting of the
Company
6. Approved the revision of the Election Measures of Directors and Supervisors of the
Company
7. Approved the revision of the Rules for the Independent Directors’ Scope of
Responsibilities of the Company
8. Approved the revision of the Organizational Rules of the Audit Committee of the
Company
9. Approved the revision of the Rules of Procedures for Board of Directors of the
Company
10. Approved the revision of the Organizational Rules of the Remuneration Committee
of the Company
11. Approved the revision of the Measures for Self-evaluation or Peer Evaluation of the
Board of Directors of the Company
2020.12.22 1. Approved the proposed 2021 audit plan of the Company, its subsidiaries Sansda
(Fujian) Company, Sansda (Jiangsu) and Sansda (Hong Kong) Trading Co., Ltd.
2. Approved the 2021 budget plan of the Company
3. Approved the proposal of the Company and its subsidiaries to issue 2020 year-end
bonus before the Chinese New Year in 2021
4. Approved the offsetting of the interests receivable and payable between the Sansda
(Hong Kong) Trading Co., Ltd.) and Sansda (Jiangsu) Environmental Technology
Co., Ltd., and adjustment of the borrowing interest rate
2021.03.22 1. Approved the 2020 asset impairment proposals of the subsidiary Sansda (Fujian)
Plastic Co., Ltd., and the subsidiary Sansda (Jiangsu) Environmental Technology Co.,
Ltd.
  • 53 -
Date Important resolutions
2. Approved 2020 business report and consolidated financial report of the Company
3. Approved 2020 annual loss recovery statement of the Company
4. Approved the Company’s plans to replace the certified accounting firm and certified
public accountants from the first quarter of 2021
5. Approved the assessment of the effectiveness of the internal control system of the
Company and its subsidiaries Sansda (Fujian) Plastic Co., Ltd., Sansda (Jiangsu)
Environmental Technology Co., Ltd., and Sansda (Hong Kong) Trading Co., Ltd. and
issued a statement on internal control system.
6. Approved the revision of the Rules of Procedures for Shareholders’ Meeting of the
Company
7. Approved the proposal to convene the 2021 shareholders meeting of the Company
2021.05.12 1. Approved the proposal of setting a corporate governance head
  • (XII) In the most recent year and as of the printing date of the annual report, if the directors or supervisors have different opinions on important resolutions approved by the Board of Directors and there are records or written statements, the main contents: None.

  • (XIII) In the most recent year and as of the printing date of the annual report, summary of the resignation and dismissal of persons related to the financial report: None.

IV. Information about accountants’ fees

Accountant’s Fee Information Interval Table

A ccountant’s Fee Information Interv ccountant’s Fee Information Interv al Table
Name of the Accounting Firm Name of Certified Public
Accountant
Audit Period Remarks
Deloitte & Touche Wu Qiuyan Jiang Jialing From January 1, 2020 to
December 31,2020

Unit: *10[3] in New Taiwan Currency

Unit: *103in New Taiwan Currency
Fee Item
Amount Interval
Audit Fee Non-audit
Fee
Total
1 Below NT$ 2,000,000
2 NT$2,000,000(included)~ NT$4,000,000
3 NT$ 4,000,000(included)~ NT$ 6,000,000
4 NT$6,000,000(included)~ NT$8,000,000
5 NT$ 8,000,000(included)~ NT$ 10,000,000
6 Over NT$10,000,000(included)
  • 54 -

Unit: *10[3] in New Taiwan Currency

Name of the
Accounting
Firm

Name of
Certified
Public
Accountant
Audit
Fee
Non-audit Fee Non-audit Fee Non-audit Fee Non-audit Fee Audit
Period of
Accountant
Remarks
System
design

Industrial
and
commercial
registration
Human
Resource
Other
[note]
Subtotal
Deloitte &
Touche
Wu Qiuyan 3,190 60 60 2020.01.01~
2020.12.31
Others include declaration
checklists and annual
reports for reviewing
quarterly financial reports
and announcements.
Jiang Jialing

(II) The audit fee paid for the change of the accounting firm and the year of the change is less than the audit fees of the previous year, and the amount, proportion and reasons for the reduction of the audit fee: None.

(III) The audit fee which has been reduced by more than 10% compared with the previous year: None.

  • 55 -

  • V. Information about replacement of accountants:

  • (I) About the former accountants

Date of change Q1 in 2021 Q1 in 2021 Q1 in 2021 Q1 in 2021 Q1 in 2021
Reason for change and
explanation
In response to the needs of the internal management and related business of the
Company, after evaluating the cost-effectiveness, it was resolved that the
Company’s certified public accountants were changed from Accountant Wu Qiuyan
and Accountant Jiang Jialing of Deloitte & Touche to Accountant Lin Zhaomin and
Accountant Chen Wenbin of Candor Taiwan CPAs.
It is explained that the person
appointed or certified public
accountant terminated or did not
accept the appointment
Interested
parties
Condition


Certified Public
Accountant
Person appointed
Voluntarily terminated the
appointment
Asia Plastic Recycling
Holding Ltd.
No longer accepted (continued) the
appointment
Opinions and reasons for the
inspection report other than
unqualified opinions issued
within the latest two years
None
Whether there is any
disagreement with the issuer
Yes Accounting principles or practices
Financial report disclosure
Inspection scope or procedure
Others
None
Description: N/A
Other disclosures
(Those should be disclosed
based on Item 1 (4) to Item 1 (7)
of Article 10.6)
None
  • 56 -

(II) About the successor accountants

(II)
About the successor accountants
Name of firm Candor Taiwan CPAs
Name of Certified Public Accountant Accountant Lin Zhaomin and Accountant
Chen Wenbin
Date of appointment March 25, 2021
Consultation matters and results of the accounting treatment
methods or accounting principles of specific transactions and the
possibly issued opinions of financial reports before appointment
None
Written opinions of the successor accountants on the matters with
different opinions of the former accountants
None

(III) The reply of former accountants to Item 1 and Item 2.3 of Article 10.6 in this Standard: None.

  • VI. Any of the Company’s Chairman, General Manager, or Managers in charge of finance or accounting held a position in the CPA’s firm or its affiliates in the most recent year: None.

  • VII. Changes in shareholding and shares pledged by directors, supervisors, managers and shareholders with 10% shareholding or more in the most recent year and as of the date of printing of the annual report

  • (1) Equity changes of directors, supervisors, managers and major shareholders

Unit: shares

Title Name 2020 2020 As of April 18, 2021
Increase
(decrease) in
the number of
shares held
Increase
(decrease) in the
number of
sharespledged

Increase
(decrease) in
the number of
shares held
Increase
(decrease) in the
number of
sharespledged
Chairman Ding Jinzao
Director
Shareholders
with over 10%
of shares

Ding Holding
Limited
(Representative:
DingZhimeng)
Director Zhang Huiqun
Director Zhang Duozhong
Independent
director
Li Junde
Independent
director
Li Fan
Independent
director
Liao Zhengpin
Deputy General
Manager

Ding Huaxiong
Deputy General
Manager

Ding Zhiwei
  • (2) Equity transfer information: None.

  • (3) Equity pledge information: None.

  • 57 -

VIII. Information about relationship between the top 10 shareholders (related party as defined in the Statement of Financial Accounting Standards No. 6, or spouse or relative with the second degree of kinship)

April 18, 2021; Unit: shares

Name Shares held by the
shareholder
Shares held by the
shareholder
Shares held by its
spouse
and
minor
child
Shares held by its
spouse
and
minor
child


Total shares held in
the names of others


Total shares held in
the names of others
Names and relations of
shareholders’ related
parties or spouses and
the second-degree
relatives according to
the No.6 of Statements
of Financial
AccountingStandards
Names and relations of
shareholders’ related
parties or spouses and
the second-degree
relatives according to
the No.6 of Statements
of Financial
AccountingStandards


Remarks
Number of
shares

Shareholding
ratio

Number
of
shares

Shareholding
ratio

Number
of
shares

Shareholding
ratio

Name
Relationship
Ding
Holding
Limited
38,888,293
14.46%
Ding
Jinzao
Note
Ding Jinzao 15,993,089
5.95%
Ding
Holding
Limited
Note
Xu Hangjian 2,283,930 0.85%
Guo Tingqun 1,929,982 0.72%
Total fund
investment
account
under the
custody of
Business
Department
of Standard
Chartered
Taiwan by
entrustment
1,688,364 0.63%
Lin Gaomu 1,500,000 0.56%
Xu Shijie 1,480,000 0.55%
Zeng
Mingxiu
1,446,520 0.54%
Huang
Chunmei
1,380,002 0.51%
Hong Ruixia 1,377,242 0.51%
Total 67,967,422
25.28%

Note: Ding Jinzao is a shareholder of Ding Holding Limited.

  • 58 -

IX. Number of shares held by the Company, the Company’s directors, supervisors, managers and directly or indirectly controlled entities on the same investee, and comprehensive shareholding percentage calculated in a consolidated manner:

Re-investment enterprise Investment of the
Company
Investment of the
Company
The investment of
directors, supervisors,
managers, and
businesses directly or
indirectly controlled by
the Company
The investment of
directors, supervisors,
managers, and
businesses directly or
indirectly controlled by
the Company
Comprehensive
investment
Comprehensive
investment
Number
of shares

Shareholding
ratio
Number
of shares
Shareholding
ratio
Number
of shares
Shareholding
ratio
Sansda Holding Limited 1 100% -
-

1
100%
Sansda Hong Kong 1 100% -
-

1
100%
Sansda (Fujian) Plastic Co., Ltd. Note 100% -
-

Note
100%
Sansda (Jiangsu) Environmental
Protection Technology Co., Ltd
Note 100% -
-

Note
100%
Sansda Hong Kong Trading Co., Ltd. 1 100% -
-

1
100%

Note: The subsidiaries in China’s Mainland are limited companies and have no shares.

  • 59 -

IV. Capital overview

I. Capital and shares

(I) Source of share capital

1. The formation of share capital

April 18, 2021

April 18,2021 April 18,2021 April 18,2021
Date Issue price Approved share capital Paid-in share capital Remarks
Number of
shares
(1,000
shares)

Amount
(NT$ 1,000)
Number of
shares
(1,000
shares)
Amount
(NT$ 1,000)
Source of share
capital
Properties other
than cash are
used to offset
the shareprice
Others
January2010 US$1 50 US$50
March 2010 US$1 50 US$50
March 2010 NTD$10 360,000 NTD$3,600,000 120,000 NTD$1,200,000 Note Note
October 2010 NTD $78 360,000 NTD$3,600,000 120,840 NTD$1,208,400 Cash capital
increase
April 2011 NTD $84 360,000 NTD$3,600,000 123,600 NTD$1,236,000 Cash capital
increase
August 2011 NTD $95 360,000 NTD$3,600,000 138,080 NTD$1,380,800 Cash capital
increase
July 2012 NTD $10 360,000 NTD$3,600,000 158,792 NTD$1,587,920 Surplus to
increase capital
October 2012 NTD $83 360,000 NTD$3,600,000 175,292 NTD$1,752,920 Cash capital
increase
July 2013 NTD $10 360,000 NTD$3,600,000 199,833 NTD$1,998,329 Surplus to
increase capital
July 2014 NTD $10 360,000 NTD$3,600,000 250,175 NTD$2,501,751 Surplus to
increase capital
August 2014 NTD $10 360,000 NTD$3,600,000 249,829 NTD$2,498,291 Cancellation of
treasurystock
August 2015 NTD $10 360,000 NTD$3,600,000 259,588 NTD$2,595,884 Surplus to
increase capital
November
2016
NTD $10 360,000 NTD$3,600,000 265,368 NTD$2,653,681 Surplus to
increase capital
September,
2017
NTD $10 360,000 NTD$3,600,000 267,776 NTD$2,677,761 Surplus to
increase capital
September
2018
NTD $10 360,000 NTD$3,600,000 268,955 NTD$2,689,547 Surplus to
increase capital

Note: In order to apply for the first listing in Taiwan, the Company agreed to exchange equity with the

holding company which wholly owns Sansda (Fujian) Plastics Co., Ltd., and indirectly obtained 100% ownership of Sansda (Fujian) Plastics Co., Ltd. (equivalent to using 1 common shares of the company to exchange for HKD 0.675 of the capital of Sansda (Fujian) Plastics Co., Ltd.).

2. Types of issued shares

April 18,2021;Unit: shares April 18,2021;Unit: shares April 18,2021;Unit: shares April 18,2021;Unit: shares
Class of shares Approved share capital Remarks
Outstandingshares Non-issued shares Total
Registered
common shares
268,954,729 91,045,271 360,000,000 Shares of listed
companies
  1. Summary of information related to the declaration system: Inapplicable.

  2. 60 -

(II) Shareholder structure

I) Shareholder structure
April 18,2021;Unit: shares
Shareholder
structure
Government
agencies
Financial
institutions
Other legal
entities
Individual Foreign
institutions and
legal entities

Total
Number of
people
1 129 35,113 36 35,279
Number of
shares held
352,000 2,782,691 203,270,436 62,549,602 268,954,729
Shareholding
ratio

0.13% 1.03% 75.59% 23.25% 100.00%

Note: The holding ratio of China’s Mainland capital is 0%.

(III) The situation of equity dispersion

The denominationper share is NT$10;Apr The denominationper share is NT$10;Apr il 18,2021;Unit: shares
Classification of shareholding Number of
shareholders
Number of shares held Shareholding ratio (%)
1
to
999

18,018

1,356,388

0.50
1,000
to
5,000

10,853

23,892,865

8.88
5,001
to
10,000

2,777

20,296,153

7.55
10,001
to
15,000

1,113

13,470,189

5.01
15,001
to
20,000

644

11,555,192

4.30
20,001
to
30,000

665

16,281,613

6.05
30,001
to
40,000

309

10,728,016

3.99
40,001
to
50,000

206

9,382,675

3.49
50,001
to
100,000

396

28,022,023

10.42
100,001
to
200,000

188

25,322,363

9.42
200,001
to
400,000

69

18,755,209

6.97
400,001
to
600,000

15

7,510,288

2.79
600,001
to
800,000

7

4,807,234

1.79
800,001
to
1,000,000

3

2,640,404

0.98
Above 1,000,001 16
74,934,117

27.86
Total 35,279
268,954,729

100.00
  • 61 -

  • (IV) List of major shareholders: List the name, number of shares held and shareholding ratio of the shareholders with the ratio over 5% or the top ten shareholders

April 18,2021;Unit: shares
Share
Name of major shareholders
Number of shares held Shareholding ratio
Ding Holding Limited 38,888,293 14.46%
Ding Jinzao 15,993,089 5.95%
Xu Hangjian 2,283,930 0.85%
Guo Tingqun 1,929,982 0.72%
Total fund investment account under the custody of
Business Department of Standard Chartered Taiwan
by entrustment
1,688,364 0.63%
Lin Gaomu 1,500,000 0.56%
Xu Shijie 1,480,000 0.55%
Zeng Mingxiu 1,446,520 0.54%
Huang Chunmei 1,380,002 0.51%
Hong Ruixia 1,377,242 0.51%
  • 62 -

(V) Information on market price, net worth, earnings and dividends of each share

Unit: *10[3] in New Taiwan Currency; 10[3 ] shares

Year
Item
Year
Item
Year
Item
Year
Item

2019
2020 March 31, 2021
(Note 4)
Market price
per share
The highest 8.50 11.75 9.48
The lowest 5.50 3.29 8.62
Average 6.45 6.00 8.70
Net worth per
share
Before distribution 26.01 21.55 20.97
After distribution 26.01 21.55 20.97
Earnings per
share
Weighted average
number of shares
Before adjustment 268,861 268,861 268,861
After adjustment 268,861 268,861 268,861
Earnings per share Before adjustment (2.39) (4.88) (0.39)
After adjustment (2.39) (4.88) (0.39)
Dividends per
share
Cash dividends - - -
Stock grant Stock dividend from
retained earnings
- - -
Allotment by capital
reserves
- - -
Accumulated unpaid dividends - - -
Return on
investment
analysis
Price-to-earnings ratio(Note 1) (2.70) (1.23) (11.50)
Price-to-dividend yield (Note 2) - - -
Cash dividend yield (Note 3) - - -

Note 1: Price-to-earnings ratio = average closing price per share for the year/earnings per share.

Note 2: P-to-dividend ratio = average closing price per share for the year/cash dividend per share. Note 3: Cash dividend yield = cash dividend per share/average closing price per share for the year. Note 4: Financial statements for the first quarter of 2021 reviewed by accountants.

  • 63 -

(VI) Dividend policy and implementation

  1. Dividend policy defined by the Articles of Association:

  2. (1) In accordance with Cayman decree, listing (OTC) rules and these Articles, the Company shall not distribute dividends if there are no earnings. But if the statutory surplus reserves have exceeded 50% of the paid-in capital of the Company, the exceeded amount shall be distributed in full or in part, as the dividends according to the ordinary resolution of the shareholders meeting. During the listing period of the Company, dividends shall be distributed in Taiwan Dollar.

  3. (2) A. Unless otherwise specified in Cayman decree, listing (OTC) rules or these Articles, if the Company has made profits in the current year during the listing period, at least two percentages (2%) shall be withdrawn as the employee remuneration (unless otherwise specified in Cayman decree or listing (OTC) rules, qualification of those employees shall be determined by the Board of Directors), which shall be distributed to the employees of the Company and (or) subsidiaries by issuing new shares and/ or cash, and no higher than one percentage (1%) shall be withdrawn as the director remuneration and shall be distributed to various directors, provided that at least 2/3 directors of the Board present and more than 1/2 directors have adopted the resolution. But if

the Company has some accumulated losses, the amount for making up such losses shall be reserved firstly, and employee & director remuneration shall be withdrawn from the remaining amount as per the foregoing percentages. Distribution plan for employee and director remuneration shall be submitted to the Board of Shareholders. Unless otherwise specified in listing (OTC) rules, director remuneration shall not be distributed by issuing new shares.

B. Except as otherwise provided in the Cayman acts, listing (OTC) regulations or the Articles of Association, if the Company has a surplus at the end of a fiscal year, it shall pay all relevant taxes, make up for the loss (including the loss of the previous year). After allocating the statutory surplus reserve in accordance with the listing (OTC) regulations (but not applicable if the total statutory surplus reserve has reached the total issued capital of the Company) and the special surplus reserve (if any), the ordinary resolution of the shareholders meeting shall be passed to pay dividends or bonuses to shareholders at 10% of the remaining surplus of the current year based on each shareholder’s shareholding ratio, and the amount of cash dividends shall not be less than 10% of the total dividends and bonuses paid.

C. The Company shall also distribute the dividends by making use of the unappropriated earnings from the previous years, in accordance with the ordinary resolution of the regular shareholders meeting.

D. The Board of Directors shall deduct any amount (if any) that is due and should be paid by the shareholder to the Company, from any dividend or other account payable related to the shares.

E. Unless otherwise specified in Cayman decree and listing (OTC) rules, any special reserves shall be carried over into the unappropriated earnings of the Company.

  1. The proposed dividend distribution for this year:

Due to the after-tax loss in 2020, the Company does not plan to distribute dividends.

  • 64 -

  • (VII) The impact of the stock grant proposed by the shareholders meeting on the Company’s operating performance and earnings per share:

The Company made no stock grant in 2020, so it is not applicable.

  • (VIII) Remuneration of employees and remuneration of directors and supervisors

  • The number or scope of the remuneration of employees and the remuneration of directors and supervisors stated in the Articles of Association

If the Company has made profits in the current year during the listing period, at least two percentages (2%) shall be withdrawn as the employee remuneration (unless otherwise specified in Cayman decree or listing (OTC) rules, qualification of those employees shall be determined by the Board of Directors), which shall be distributed to the employees of the Company and (or) subsidiaries by issuing new shares and/or cash, and no higher than one percentage (1%) shall be withdrawn as the director remuneration and shall be distributed to various directors, provided that at least 2/3 directors of the Board present and more than 1/2 directors have adopted the resolution. But if the Company has some accumulated losses, the amount for making up such losses shall be reserved firstly, and employee & director remuneration shall be withdrawn from the remaining amount as per the foregoing percentages. Distribution plan for employee and director remuneration shall be submitted to the Board of Shareholders. Unless otherwise specified in listing (OTC) rules, director remuneration shall not be distributed by issuing new shares.

  1. The Company’s estimation basis of estimated amounts of employees’ remuneration and directors’ and supervisors’ remuneration, the basis for calculating the number of shares of employee remuneration distributed by stocks, and the accounting treatment in the event that the actual allotment amount differs from the estimated amount in the current period:

  2. (1) The estimation basis of current estimated amounts of employees’ remuneration and directors and supervisors’ remuneration Please refer to the description of dividend policy in (VI) 1 above.

  3. (2) The basis for calculating the number of shares of remuneration distributed by stocks in the current period: The number of issued shares is calculated based on the closing price of the Board of Directors on the previous day and by considering the effects of ex-rights and ex-dividends. The remuneration of employees calculated as less than one share is paid in cash.

  4. (3) The accounting treatment in the event that the actual allotment amount differs from the estimated amount in the current period. When there is a major change in the issuing amount of the Board of Directors’ resolution, the change will adjust the original annual expenses. If the amount still changes at the date of the shareholders meeting, it will be treated as the changes in accounting estimates and recorded in the statement in the year of the resolution of shareholders meeting.

  5. Remuneration distribution approved by the Board of Directors

  6. (1) The amount of employees’ remuneration and directors’ and supervisors’ remuneration distributed in cash or stocks. If there is a difference between the annual estimated amounts of recognized expenses, the difference, the reason and the treatment should be disclosed. Due to the after-tax loss in 2020, the Company does not plan to distribute the remuneration of employees and remuneration of directors and supervisors.

  7. (2) The amount of employees’ remuneration distributed by stocks and its proportion to the total amount of after-tax net profit and total employee remuneration for the current period: Due to the after-tax loss in 2020, the Company does not distribute stock dividends to employees, so it is not applicable.

  8. 65 -

  9. The actual distribution of the remuneration of employees, directors and supervisors in the previous year (including the number of allotted shares, amount and stock price), and if there is any difference between it and the recognized remuneration, and the number of difference, reason and treatment should be stated: Due to the after-tax loss in 2019, the Company does not distribute the remuneration of employees, directors and supervisors, so it is not applicable.

  10. (IX) Repurchase shares of the Company by the Company

  11. No application for repurchase of shares of the Company has been made in the most recent year and as of the printing date of the annual report

  12. II. Corporate bond: None

  13. III. Preferred stock: None

  14. IV. Global depositary receipt: None

  15. 66 -

  16. V. Employee stock options and new restricted employee stocks:

(I) The Company has not reached the performance period for handling employee stock warrants and restrictions on new shares of employees:

May28,2021 May28,2021 May28,2021
Type First time of employee stock option certificates in 2017
Date of approval by the competent authority 2018/04/13
Issuing (handling) date 2018/04/30
Number of issuance 20,000,000 shares
Ratio of issued shares subscribed to total issued
shares
7.44%
Duration of stock option 10 years
Performance method Stock issue
Restricted stock option period and ratio (%) Upon two years after the expiration of the stock option certificate
granted to employees by the Company, the stock option holders can
exercise the stock option rights according to the following schedule
Schedule
Year
Exercisable stock
option ratio
(cumulative)
At the expiration
of two years (from
the third year)
At the
expiration of
four years
30%
At the
expiration of 6
years
60%
At the
expiration of 8
years
100%
30%
60%
100%
Number of executed acquired shares 0
Amount of executed subscription for shares 0
Number of unexecuted subscription for shares 20,000,000 shares
Subscription price per share for unexecuted
subscriptions
NT$11.2/share
Ratio of number of unexecuted subscription for
shares to total issued shares(%)
7.44%
Influence on shareholders’ equity No significant influence
  • 67 -

(II) The name, acquisition and subscription status of managers who have obtained the employee stock option certificates and the top ten employees who have obtained the number of subscription for shares of stock option certificates

May28,2021
Title Name Number of
acquired
subscription for
shares
Ratio of number of
acquired subscription
for shares to total
issued shares (%)
Executed Unexecuted
Number
of shares
subscribed

Subscription
price

Amount
of shares
subscribed

Ratio of number
of shares
subscribed to
total issued
shares (%)

Number of
shares
subscribed
Subscription
price

Amount of
shares
subscribed
Ratio of number
of shares
subscribed to
total issued
shares (%)
Chief executive officer Ding Jinzao 13,000,000 4.83% - - - - 13,000,000
11.2
145,600,000 4.83%
General Manager Ding Zhimeng
Deputy General Manager Ding Huaxiong
Deputy General Manager Ding Zhiwei
Executive Assistant to
Chairman
Xue Youwei
Associate Finance Officer Wang Weiming
Assistant manager of audit Liang Wenjie 5,000,000 1.86% - - - - 5,000,000 11.2 56,000,000 1.86%
Chairman’s Secretary Huang Qiubo
Financial Manager Huang Siguan
Marketing manager Ding Jinhua
R&D Manager Ding Jinfu
QC Manager Wei Changzhong
Financial Manager Chen Yuhua
Deputy Director of
Management Department
Wang Rongge
Marketing manager Wang Chaoyang
Marketing manager Li Xiang
  • 68 -

VI. Status of new shares issuance in connection with mergers and acquisitions:

The Company was established and registered in the Cayman Islands in 2010 in order to comply with the requirements of applying for listing in Taiwan. In March 2010, it issued 120,000,000 new shares (common shares) with a denomination of NT$10 per share. It carried out equity exchange with Ding Holding Limited and completed the reorganization of the equity structure of the Group. After the reorganization, the Company directly or indirectly holds 100% equity of Sansda Holding Limited, Sansda (Hong Kong) Co., Ltd. and Sansda (Fujian) Plastics Co., Ltd. There is no other transaction for M&A.

VII. Financing plans and implementation:

(I) Contents of plans

  1. As of the quarter before the printing date of the annual report, the plans which have not been completed in the previous issuance or private securities: None.

  2. The plans which have been completed within the past three years and the plans which have not yielded significant benefits: None.

(II) Implementation

Regarding the purpose of each plan mentioned in the preceding paragraph, analyze item by item the implementation and the comparison with the original expected benefits as of the quarter before the printing date of the annual report: None.

  • 69 -

V. Operation overview

I. Business activities:

(I) Business scope

  • (1) The main content of the business

The Company currently arranges Sansda (Fujian) Plastics Co., Ltd. as the main operating entity, mainly engaging in the research and development, manufacturing and sales of Ethylene-Vinyl Acetate copolymer; EVA) foam material, and recycle of waste plastics and scraps. With the characteristics of good plasticity, good elasticity, shock resistance, chemical resistance and low temperature resistance, EVA blended foam products can be widely applied. At present, the foam products manufactured by the Company are mainly divided into five types of foam products:

  • A. Sole sheets

  • B. Bag sheets

  • C. Common sheets

  • D. Rubber foam

  • E. Floor mats

  • F. Other special sheets

  • (2) Proportions of main business items in 2019 and 2020

Unit: 103in New Taiwan Currency;% Unit: 103in New Taiwan Currency;% Unit: 103in New Taiwan Currency;% Unit: 103in New Taiwan Currency;%
Product 2019 2020
Turnover Operating
proportion (%)
Turnover Operating
proportion (%)
Common sheets 326,446 25.94
193,644

19.21
Bag sheets 211,872 16.84
188,392

18.69
Special sheets 318,295
25.29

261,685

25.96
Sole sheets 6,959 0.55
10,111

1.00
Floor mats 43,044
3.42

78,273

7.76
High elasticity
formed material
37,620 2.99
23,882

2.37
Other (note) 314,164 24.97
252,170

25.01
Total 1,258,400 100.00
1,008,157

100.00

Note: Others include the incomes from rubber foam, anti-static foam, flame-retardant foam, slippers, finished shoes, primary granulated resin, raw material trading and rental incomes, etc.; and the rental incomes in 2019 and 2020 are NT$17,807,000 and NT$18,967,000 respectively

  • 70 -

  • (3) Items and purposes of main products

EVA foaming technology uses physical foaming or chemical cross-linking foaming to foam plastic materials (open or closed type) to achieve lightweight, buffering, sound absorption, shock absorption, heat preservation, filtration, packaging and other functions. The products not only have the special functions mentioned above, but also can reduce the cost by reducing the specific gravity through foaming. Therefore, foamed products are not only widely used in consumer goods (such as shoe materials, water sports equipment, cushions, etc.), but also demanded for building materials (air-conditioning insulation pipes, floors, skirting boards, etc.) and industrial uses (such as packaging, insulation, shockproof, filtration, etc.). The description of items and uses of the Company’s products is as follows:

as follows:
Item Purpose
A. Sole sheets EVA blended foaming products have the properties of softness, good elasticity,
chemical resistance, etc., so they are widely used in the soles and interior
materials of middle and high-end sneakers, hiking shoes, slippers, and sandals.
There are many varieties of EVA sole materials, mainly concentrated in outsole,
midsole and insole, as well as foam materials, footwear inserts, linings, etc.
B. Bag sheets High-quality linings for products such as trolley cases, suitcases, and computer
bags. The material must be soft, highly elastic, shaped and fit with leather fabrics,
so it is gradually replacing traditional foam materials including NBR, SBR and
CR foam rubber and PVC foam plastic to become the preferred material for
luggage lining.
C. Common sheets The basic EVA sheet has the characteristics of sound insulation, heat insulation,
and light specific gravity. It is widely used in craft gifts, toys, industrial product
packaging, surface lining, sports and leisure and other fields. The main
applications in sports and leisure products include: Exercise mats, floating plate
and floating beds, life jackets, shoulder pads, knee pads, water supplies, yoga mats
and rhythmic balance mats, etc.
D. High elasticity
foamed products
Featured light weight, high elasticity, non-absorbency, heat preservation, heat
insulation, shock resistance, etc., they are widely used in sports equipment,
protective gear and construction materials.
E. Highly processed
products
Mainly used for children’s toy mats. Foam materials made of EVA/PE foam are
widely used in children’s play areas in homes, kindergartens, shopping malls, etc.
They are soft and comfortable, elastic, easy to clean and shockproof.
F. Other sheets 1. Special sheets: They are more flexible than common sheets and have better
surface density. They are applied in printable slippers, toys, handicrafts, etc.
2. Rubber foam: With a closed bubble structure, low water absorption, low
thermal conductivity, good thermal insulation effect, strong flexibility, and with
properties such as shock absorption and sound absorption, cold resistance, heat
resistance and anti-dry performance, it is widely used in industrial products and
sports equipment.
3. Anti-static formed material: With a volume resistance up to 10Ω/cm, the
product has excellent antistatic and electromagnetic shielding properties, shock
resistance, sound insulation, heat insulation, moisture resistance, corrosion
resistance, etc., and is mainly used in electronic packaging materials.
4. Flame-retardant formed material: Featuring heat insulation, flame retardant,
cold insulation, shock resistance, insulation and heat preservation, etc., the
product is widely used in civil engineering for doors and windows, waterproof
and leakproof projects, and insulation for wall pits and pipelines in water and
electricity projects, and insulation for electrical sockets.
  • 71 -
Item Purpose
5. Shock-absorbing formed material: Featuring high shock absorption and impact
resistance, heat insulation and moisture resistance, strong chemical stability, and
outstanding property of shape memory, the product is better than ordinary EVA
and PE foam, and is widely applied in sports equipment, fitness equipment,
harnesses, and electronic packaging materials, etc.

(4) New products planned to be developed

The special foams of environmental protection, flame retardant, shock absorption, sound absorption, antibacterial property, antistatic property and other properties developed and produced by the Company have been widely used in many fields such as electronics, automobiles, ships and architectural decoration. EVA foam materials will also develop towards ultra-light new materials. With the wider application scope of EVA materials, the development of new flame retardants and synergistic flame retardants, reduction of the amount of main flame retardants, increase in the dispersibility and interface compatibility will become the direction of EVA flame retardant research. The new products that the Company plans to develop include:

A. Anti-static and electromagnetic shielding EVA material

  • B. High-pressure-resistant and lightweight silt drainage pipe material for river channels

  • C. EVA solar back sheet

(II) Industry overview

(1) Present industry situation and development

The Company applied for registration in the British Cayman Islands in 2010. With its wholly-owned subsidiary Sansda (Fujian) Plastics Co., Ltd. (hereinafter referred to as Sansda (Fujian)) as the main operating entity, it mainly engages in the production of blended foam products made from ethylene-vinyl acetate copolymer (EVA) and recycling of waste plastics and scraps.

Foamed plastics are resin-based plastic products with numerous microporous gases inside. It is a foaming material made by molded foaming with EVA as raw material and LDPE or other additives added. Its raw materials include primary EVA, LDPE plastics, and recycled materials made from waste plastics, which are then recycled into EVA blended foamed products.

==> picture [375 x 124] intentionally omitted <==

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

Polymerized ethylene
and processing PE and its Recycling
Recycled LDPE
products
Polymerized ethylene In substitution of
primary LDPE
Ethylene Primary LDPE Blended Foaming Processing
Polymerized ethylene and formula materials EVA foaming EVA foam materials EVA foam products
vinyl acetate Primary
EVA In substitution for Recycling
primary EVA
Vinyl acetate Foaming formula materials Recycled EVA
Foam materials
----- End of picture text -----

  • 72 -

The foaming principle of plastics is to dissolve gases in a liquid polymer to form a saturated solution, and then produce foam through nucleus interaction; the foaming agent can be dissolved in the liquid polymer in advance, and will release gases when the temperature rises and the pressure drops to form bubbles. The existence of bubbles endows the EVA foam material with many advantages such as water resistance, corrosion resistance, ease of processing, heat preservation, sound insulation, and high elasticity. Water resistance brings moisture-proof function, which is not easy to absorb water; corrosion resistance can play its role in seawater, grease and acid-base environments, which is antibacterial and pollution-free; the characteristics of ease of processing makes hot pressing, cutting, laminating and other processes available to produce various types of molded products; heat preservation and sound insulation are beneficial to improve the performance of household products; and high elasticity provides the softness characteristic required by the contact surface of sports products. Based on the above properties, EVA foam materials can be processed into various products, and are widely used in footwear, luggage, sports and leisure, construction materials, electronic packaging materials and other fields.

A. Industrial development under macroeconomic environment

The Company is mainly engaged in the R&D, manufacturing and sales of EVA foam materials, being a part of the plastics industry. Since the plastics industry is an important pillar of the basic livelihood industry, its application can be seen in every corner of the economy, and it is also closely related to the national consumption capacity. China is the main sales market of the Company. The stage of China’s economic development and the people’s living standards affect the development of the overall plastics industry, and also guide the development of EVA industry.

The development of China’s economy is also inseparable from the global environment. According to recent observation of the international economic situation, the global economy has been severely affected by the impact of the COVID-19 in 2020. Looking forward to 2021, with the smooth development of vaccine research and the control of the epidemic situations in various countries, major international forecasters believe that the global economic and trade growth in 2021 will be significantly better than that in 2020.

From the perspective of the composition of GDP of China’s Mainland and the contribution rate of economic growth, the final consumption expenditure accounted for the highest proportion of GDP of China’s Mainland between 2015 and 2019, about 57.5% to 69.0%. In 2020, the rate of disposable income from savings of households of China’s Mainland is higher than that in previous years. As the impact of the epidemic gradually fades, the consumer confidence will be enhanced and part of excess savings will be turned into real consumption. Besides, the consumption upgrade mentioned in the “14th Five-Year Plan”, people’s livelihood construction, smart cities, tax reform, household registration reform, and regional development will be promoted to guide consumption upgrades, and improve overall consumption levels and people’s disposable income. Therefore, private consumption will replace exports and infrastructure investment in 2021 and become the main catalyst for the economic growth of China’s Mainland. In 2021, the effect of consumption-driven economic growth will be greatly improved. China’s economy is shifting from rapid growth to high-quality development, and the innovation investment continues to be intensified. Such shift will have a profound impact on many areas including consumption, production, investment, trade, and research and development in China. In addition, green development is the direction of future development.

  • 73 -

On one hand, green development strengthens environmental governance to increase the cost of polluting industries, which will increase efforts to eliminate backwardness and overcapacity in combination with supply-side structural reforms. On the other hand, green development also provides huge new demands in environmental governance and other fields, bringing new opportunities for the environmental protection industry and low-energy enterprises.

B. Plastic consumption trends in China’s urbanization stage

Demanded by China’s economic development, urbanization remains a long-term trend in China. The deepening of urbanization will further promote economic development and expand the consumption of urban residents. The process of urbanization has a profound impact on the purchasing behavior, purchasing decision, purchasing intention, and purchasing ability of consumers. Therefore, urbanization is also one of the important driving forces to the improvement of China’s demand structure. China is a populous country, so a higher urbanization rate will bring more urban population and consumption. Various industries closely related to people’s livelihood will also benefit from this. While the shoe industry, luggage industry, toy industry, sporting goods industry, construction materials industry, etc. directly influences the quality of life of people, and they are expected to be positively affected by the deepening of urbanization. More other industries, such as the electronics industry and the automobile industry, will also be stimulated by the increase in demand resulted from the increase in urbanization.

==> picture [318 x 180] intentionally omitted <==

Source: National Bureau of Statistics

According to data released by the National Bureau of Statistics, China’s GDP reached RMB 101.6 trillion in 2020 due to the economic plan implemented by the Chinese government and the gradual recovery of the global economy.

Affected by the continuous increase in wages in recent years, the per capita disposable income of residents has grown rapidly. The per capita disposable income of Chinese residents reached RMB 32,189 in 2020. Compound average growth rate reached 2.1%. The increase in disposable income will help release more consumption potential.

  • 74 -

Considering the expectation of a further slowdown in China’s nominal GDP and per capita GDP growth rate, the personal per capita disposable income will also be affected to some extent. However, in view of the Chinese government’s economic stimulus policies, the adjustment of the personal income tax threshold, the further increase in the urbanization rate and the expected global economic recovery, it is estimated that the per capita disposable income of urban residents will reach RMB 51,300 in 2022.

==> picture [302 x 209] intentionally omitted <==

Source: National Bureau of Statistics

Benefiting from the increased China’s GDP, raised employment rate and the development of the urbanization process, the income level of urban households has increased sharply. Considering the expectations of China’s continued economic growth and improvement of urbanization, the increase in disposable income of urban households is expected to bring more consumption power and benefit the people’s livelihood oriented industries closely related to urban family life.

==> picture [337 x 192] intentionally omitted <==

Source: National Bureau of Statistics

The plastic manufacturing industry is also a major part of the people’s livelihood oriented industries. After a long period of development, the plastics industry in China has gradually expanded its application fields. In recent years, the growth rate of plastic consumption of China has remained

  • 75 -

above 10%. As the growth of plastic consumption is inseparable from GDP growth, many countries also take per capita plastic consumption as a quantitative indicator to measure and reflect the economic strength of a country. Therefore, the continuous growth of China’s national economy actually provides an important niche for the development of the plastic industry.

According to statistics from Xinhua Net and Data Research Department of DRCNET, China’s plastic products industry has grown rapidly each year at a rate higher than GDP in the past ten years. In recent years, the production and economic operations of China’s plastic products have been performing well, and the output of various products has continued to sustain a good development trend, which outperforms the early stage. According to data from China Plastics and Rubber Web, the total output of plastic products in China in 2020 was 76.032 million tons. In addition, the plastic products industry consists of plastic film, plastic sheet, foamed plastic (expanded plastic), plastic artificial leather, plastic packaging and containers, etc. As the plastic foaming industry is an important item in the plastics manufacturing industry and has a wide variety of products, it is widely applied in industry, agriculture, construction, and daily life. Nowadays, the demand for foamed materials in the Chinese plastics market is also increasing. On the basis of guidelines in the Outline of the National Medium and Long Term Science and Technology Development Program (2006-2020) , National Innovation Driven Development Strategy Program , 13th Five-Year Plan on Scientific and Technological Innovation , A Guideline on Emerging Sectors of Strategic Importance during the 13th Five-Year Plan , 13th Five-Year Plan National New Material Planning , and centering on the two major plans of the Guidance Opinions on Plastics Processing Industry during the “13th Five-Year” Development and Guidance Opinions on the Technological Progress of Plastics Processing Industry during the “13th Five-Year” Development, the innovation-oriented development strategies should be upheld, and upstream and downstream industries should be united to highlight the direction of “being functionalized, lightweight, eco-friendly, micro-molding”, promote technological innovation and technological progress in the industry, boost high-quality development of the industry, and advance the plastics processing industry from a large production towards a strong one.

According to analysis of China Insights Consultancy, the consumption of China’s EVA market in 2010~2020 (expected figures for 2015~2020) is as follows:

==> picture [300 x 125] intentionally omitted <==

Source: China Insights Consultancy

EVA resin features good flexibility, impact strength, low temperature resistance and environmental stress cracking resistance, as well as good optical performance, chemical stability, aging resistance and ozone resistance, and is non-toxic and harmless, so it is widely used in the areas such as foaming materials, films, injection molding products, blow molding products, wires and cables, hot melt

  • 76 -

adhesives, and solar energy. In addition, EVA resin can also be used as a raw material of modification for other resins, showing a broad prospect for development and utilization.

  • C. Current status of the plastic recycling industry under the trend of environmental protection

Environment-friendly recycling of waste plastics for reproduction in China is an extension of the plastic industry. Since fossil energy resources are diminishing, waste plastics can be recycled and reused through technology, making them an inexhaustible “second kind of oil field”. Therefore, due to its environmental concerns, plastic recycling has gradually become an emerging industry that has attracted much attention.

From the perspective of plastics industry development, the recycling of waste plastics is an important way to turn waste into wealth and solve ecosystem pollution. As a measure to save energy and protect the environment, the recycling of waste plastics is taken seriously by countries all over the world. China is deficient in plastic raw materials, so the import volume is large; at the same time, the recycling rate of waste plastics is very low. The development of waste plastic recycling industry is an effective way to solve the shortage of plastic raw materials. The available data suggest that the recycling rate of waste plastics is less than 10%, while China’s plastic products industry has developed rapidly in recent years, ranking second among the world’s plastic product output. With the soaring international oil prices, the overall plastics industry has been gaining little profit. Experts believe that the structural adjustment of the plastic products industry needs to be accelerated. As one of the directions of structural adjustment, the recycling of waste plastics not only has become the key to the entire recycling industry chain, but is also a link with higher technology and higher profits in the current industry. At the present stage, China’s recycling rate of waste plastic and packaging is less than 10%, while Japan has reached 26%. Since the development and research work on the recycling of waste plastics started early in some developed countries, and many technologies are advancing day by day, which has produced great benefits. The waste plastic recycling industry in China is a promising environmental protection industry with great development potential. From the perspective of economic benefits, the advantage of the waste plastic recycling industry lies in its low cost. According to calculations, compared with the current price of plastic raw materials, the cost of products made from reprocessing of waste plastics is only about 50% of that of the products made from quality raw materials.

In the early days, the waste plastic industry in China mainly relied on traditional material recycling systems. In recent years, the waste landfills in various regions have changed from manual collection, sorting, and processing of waste plastics to industrialized and automatic operation. However, only a few large-scale enterprises attach importance to long-term growth and sustainable management, and such enterprises are concentrated on the coastal area. In waste plastic industry, large enterprises have more advanced plastic classification technology and equipment production lines, lower purchase costs, higher production efficiency, and better environmental protection facilities than smaller enterprises, and their wastewater discharge can meet the standards, avoiding secondary pollution. With the rapid development of China’s national economy, the shortage of resources and environmental pollution have become increasingly prominent, and the recycling of waste plastics is in grave difficulties. In order to protect the environment and realize the sustainable development of the national economy, the Chinese government has formulated the Outline of the National Medium

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and Long Term Science and Technology Development Program , in which the strategic goals of the waste plastic planning in the field of renewable resources are: the recycling rate of waste plastics will reach 50% by 2020. Therefore, it can be expected that: the processing and comprehensive utilization of waste plastics will become an emerging industry with huge business opportunities and market prospects. It is expected that the industry will advance China’s plastics and waste plastic recycling industry to a more scaled and efficient state with the help of government policy support, continuous technological upgrades and increase in the investment of environmental protection facilities in the future.

(2) The relevance of the upper, middle and lower reaches of industry

EVA foam material market: Upstream and downstream industrial chains of EVA foam material industry

==> picture [331 x 183] intentionally omitted <==

The Company mainly purchases EVA, LDPE raw materials and plastic granulation materials for waste plastic recycling from upstream raw material suppliers, so as to produce EVA foamed products by blending different proportions of foaming formula materials. Since EVA raw materials are derived from ethylene-vinyl acetate copolymers, the operating rate of global petrochemical industry will significantly affect the supply of plasticized raw materials derived from ethylene. But EVA and LDPE can achieve interconversion in the manufacturing process. With years of R&D experience, the Company can recycle waste plastics produced by the consumption of people’s livelihood and scraps from EVA production process through professional technologies, and recycle and remake them into EVA foaming formula materials according to different recycling ratios. Therefore, the Company can respond to the supply change risk of midstream and upstream industrial chains by using proprietary process technologies and combination of different raw materials. In the downstream market of EVA foam materials, the footwear industry and luggage industry account for about 70%; the toy industry, sporting goods industry, and construction materials industry account for about 25%; and the emerging fields such as automotive interiors and electronic components account for about 5% of the Chinese market. Besides, China’s domestic downstream companies will gradually embark on the road of producing mid-to-high-end products. At present, the application potential of EVA foam materials has not been fully tapped. In China, injection molding and foaming products are the largest areas of EVA resin consumption, accounting for about 65% of the total consumption. It is expected that more emerging areas will be expanded in the future, such as: electronic engineering, heat preservation and air-conditioning, car decoration and

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shipbuilding industry and other emerging fields. As the Company uses part of recycled waste plastics as raw materials, which has complementary characteristics with downstream industries, so the future industry development of the Company is indeed promising.

  • (3) Development trends and competitive situations of products

  • A. Development trends of products

    • (A) Continuously expand application areas through product innovation

The EVA foaming technology has higher requirements especially on the key technologies such as product formulation, physical reaction and control procedures. After the evolution of industrial environment, the technology and mechanical equipment of EVA industry have become more mature and stable, so its market is widening and the scope of application is also expanding. In addition to many products such as sports goods, packaging materials, and construction materials, other industries such as materials for aquaculture are also involved. The breadth and depth of application continue to expand, and EVA foam products keep making improvements, and new products are introduced. New products continue to emerge through R&D, especially the thermoplastics with recyclable characteristics and great substitutability, which will replace most other foam materials. It is expected that the EVA industry will remain vigorous development. In the future, EVA foam manufacturers can increase their degree of customization, and adjust various parameters that affect EVA foam in response to customer needs to further expand its application fields, so that the supply of EVA foam materials tends to be more diversified and specialized.

(B) Recycling to conform to the trend of environmental protection

The negative impact of economic activities on the global natural environment is becoming more and more serious, and the deteriorating natural environment also has an increasing impact on the industrial activities of various countries. How to design an analysis framework that studies the relationship between economic activities and the changes in the natural environment has become a natural development trend, and the green economy stands out under such situation.

At the climate change summit held by the UN, China promised to reduce carbon intensity per unit GDP by 2020 by 40%-45% compared to 2005. As one of the world’s greenhouse gas emitters, China is trying to adjust its industrial structure to transform its economic development mode and fulfill its commitment to reducing emissions, while meeting its needs of sustainable industrial development. The recycling of plastics can effectively reduce energy consumption and environmental pollution, and achieve sustainable use of resources.

In terms of recycling of EVA foam materials, waste plastics produced by the consumption of people’s livelihood and scraps from EVA production process can be recycled through professional technologies, and be recycled and remade into EVA foaming formula materials according to different recycling ratios. In addition to improving the utilization of resources and materials and reducing industrial production costs, recycling can also create substantial benefits for environmental protection, which conforms to the trend of green economy.

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(C) The industry is moving towards the competitive convergence to select the superior and eliminate the inferior

The consumption of EVA foam materials in China has developed rapidly, which has attracted many manufacturers to enter the industry over the years. According to statistics, most of the EVA foam material manufacturers in the Chinese market are small and medium-sized enterprises with annual sales of less than RMB 30 million; a small number of manufacturers are large and medium-sized enterprises with annual sales of RMB 30 million to RMB 100 million. The quantity of large-scale manufacturers with annual sales of more than or close to RMB 100 million is the smallest. The data also show that all the top ten companies of the sales of EVA foam materials in 2014 were companies with sales of more than RMB 100 million, accounting for about 13.7% of the market share. It reflects that although there are many manufacturers in the market, the large-scale manufacturers occupy a dominant position in the market.

Since the scattered manufacturers in China’s EVA foam material industry are small in scale and has a low level of production integration, the capital and manpower invested in the business are limited compared with other large companies, which makes their market competition position more unfavorable. In such environment, there will be the trend that the strong ones will remain strong and the trend of selecting the superior and eliminating the inferior in the industry. The companies that outcompete will continue to grow in scale, and their management systems, production capacity of equipment, R&D technologies, and scale of operations will become important indicators and investment thresholds for the future development of the industry.

(D) The Chinese government intends to establish standards and specifications for plastic products

It is expected that China’s economy will continue to grow steadily in the next few years. With the accelerated development of industrialization and urbanization, and in the face of increasing concerns about resources and the environment, the Chinese government hopes to minimize the economic and social activities’ demand for natural resources and impact on the ecological environment, so it takes initiative to establish standards and specifications for plastic products. China National Standardization Technical Committee has proposed a standard system framework for related fields, including comprehensive and general standards, test method standards and product standards. Among them, the implementation of the development plan for the resource conservation and comprehensive utilization of plastic products, the basic reuse and recycling standards of plastic waste and related test methods for rigid foamed plastics for building energy conservation are listed as key projects. Although China has not yet established specific product standards and specifications for the EVA foam material industry, it is indirectly regulated by product standards and specifications in the downstream market since EVA foam materials can be used in many downstream industries. The Chinese government is attaching greater importance to the standards of plastic products, especially for plastic products in the export market. This action also raises the requirements on the products of EVA foam material manufacturers, and also contributes to healthy competition in the EVA foam material industry. Manufacturers with unqualified products will be eliminated, which provides substantial benefits for the long-term development of the industry.

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B. Competition

After more than ten years of product R&D and market expansion since its establishment, the Company has mastered the production technologies of various EVA foam compositions, EVA blended foams and special EVA blended foams, and established a complete system of foam products.

As there are only small less-integrated manufacturers which mostly enter the market later than the Company in China’s EVA foam industry, the Company has great competitive advantages in management system, equipment capacity, waste recycling technology and scale of operation, especially the scrap recycling technology which can achieve the purpose of both environmental protection and cost control. This technology entails a long time of knowledge enhancement and experience accumulation. It has formed an important technical barrier for newcomers of the foam market, thus being a key advantage of the Company. In the future, the EVA foam manufacturers with this key technology will be quite likely to seek for patent production, and other enterprises will certainly look for a new path to cope with this key niche.

According to the statistics, there are more than 3,000 enterprises with EVA foam production capacity in the Chinese market. Most of them are small enterprises with annual sales less than RMB 30 million, and a small number of them are medium-sized enterprises with annual sales of RMB 30 million to RMB 100 million. Large foam manufacturers are rare. Beside the Company, large foam enterprises mainly include Jinjiang Chengzhang Shoes Material Co., Ltd., Fujian Quanzhou Sansheng Rubber Plastic Foamed Shoes Material Co., Ltd., Shantou Special Economic Zone Jianxin Plastic Co., Ltd., etc. For these enterprises, export sales account for a large proportion, which is greatly affected by the international financial turmoil and anti-dumping. The demand of EVA foams in the Chinese market has been increasing year by year. In this context, the Company has opened good sales channels in China, and mastered a nearly mature recycling technology to reduce costs. Thus, the Company has formed its own advantages without vicious price competition.

The Company was named as a project undertaker of the Science and Technology Program in 2006, was listed as a key project of Fujian Technical Transformation Program in 2007, was designated as the vice president company of China Plastic Processing Industry Association, awarded as “China EVA Recycling Industrial Research Base” and rated as a Grade AAA Company of China’s Plastic Industry in 2009, and become a drafter of the National Standard of Floor Mats in 2015. Meanwhile, the Company has passed the certification of ISO 9001 quality system. It is shown that the Company has focused on not only increasing the revenue, but also stabilizing the internal system to achieve sustainable operation.

(III) Overview of Technology and R&D

(1) Technical level and R&D of business

The ethyl vinyl acetate (EVA) products produced by the Company are a kind of widely used plastic foam material. Because of wide application and diversified specifications, they differ greatly in product features. So far, the Company’s R&D team has developed excellent formula and special foaming techniques by virtue of more than ten years of experience and technology accumulation, full cooperation with customers in new formula development and increasing application of new materials.

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EVA materials can import VA monomer into the molecular chain of resin to improve the branching degree and lower the crystallinity of polymers, and produce soft, highly elastic, shock-absorbent, insulated and non-corrosive materials. Meanwhile, they can be made in different shapes and utilized. At present, the Company has not only mastered the output features of products which are closely related to the empirical value of VA content, but also made a breakthrough in the blended foaming technology which combines recycled plastic scraps and virgin resins. The products produced by the Company can meet the market application standards in terms of physical characteristics and quality. As a result, plastic recycling has become a concrete and practical mode of operation and an important development indicator of EVA industry, and can greatly reduce the damage caused by plastic materials to the environment. In addition, the Company has begun to develop EVA structure with different chemical formulas and produce high-value special sheets with different materials, including: high-foaming EVA sheet, antistatic EVA sheet, NBR foaming sheet, coarse-pore foaming sheet, flame-retardant sheet, shock-absorbent foaming sheet, TPE foaming sheet, etc.

The Company has made abundant R&D achievements, accumulated rich technical experience, tapped a wide range of industries, such as shoes, luggage, sports equipment, toys, packaging materials and building materials, and gone ahead of Chinese competitors in technology. In addition, the Company has also made great investment in R&D of flame-retardant, sound-proof and heat-barrier materials used in building and decoration materials, and mildew-proof and anti-bacterial materials used in home supplies, and explored various application fields according to the future market development trends, with a view to giving full play to the unlimited potential of EVA materials.

  • (2) R&D personnel and their educational background

Unit: Person

Unit: Person
Year
Educational background

2019
2020 March 31,2021
Number of people
94
89
183
Number of people Number of people
University/college 91 90
Senior high school/secondary vocational school
83
87
Total 174 177

Note: The Company’s R&D Department consists of the process improvement section, formula development section, and product application and promotion section. Some of the posts can be concurrently held by the employees of other departments.

  • (3) Annual R&D expenses as of the date of the Report
Unit: *103in New Taiwan Currency Unit: *103in New Taiwan Currency Unit: *103in New Taiwan Currency
Year
Item
2016 2017 2018 2019 2020 2021 Q1
R&D expense 75,737 57,652 39,477 52,425 39,245 8,769
Net revenue 5,779,198 4,588,271 1,464,797 1,258,400 1,008,157 264,943
Proportion in the revenue 1.31% 1.26% 2.70% 4.17% 3.89% 3.31%
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  • (4) Developed technologies/products

The Company always attaches great importance to R&D, and since its establishment, has carried out continuous studies on new product development, production technology improvement, process improvement, energy saving and industrial safety and health to guarantee work safety, effectively save energy and improve production efficiency. In recent years, the Company has achieved great success in improving productivity and added value, and successfully developed a wide variety of products and technologies which are widely applied, including: environmentally-friendly flame-retardant foams, anti-bacterial, sound-absorbent and flame-retardant foams, heat-resistant and low-shrinkage foams, highly elastic foams used in building materials, antistatic electronic packaging materials and shock-absorbent foams widely used in sports and fitness equipment.

  • (IV) Long-term and short-term business development plans

  • (1) Short-term plan

    • A. Introduce new mechanical equipment, expand the production line, and replace some labors with automatic machines to raise productivity.

    • B. Test and improve the production line and enhance the management to shorten the foaming duration, improve the production efficiency and maintain the quality, yield and unique properties of products.

    • C. Increase the sales in key areas in a planned way, continue to consolidate the market share of shoe products, and further expand the sales channels of other foam products by virtue of the business opportunities brought by China’s plans for domestic demand expansion and the update of Chinese laws and policies.

    • D. Provide good after-sales services for existing customers to raise customer loyalty, and actively develop customized services to meet the diversified needs of customers.

(2) Long-term plan

     - A. Gradually promote e-commerce development, expand the scale of operation, actively tap the export market and expand the business layout after carefully evaluating the future development trends of each region.

     - B. Pay attention to the dynamics and trends of domestic and foreign EVA markets, continue to develop new flame-retardant, heat-insulated, uvioresistant or antistatic foam products, and cooperate with the academic community to raise product value.

     - C. Develop and improve the waste recycling line, keep ahead in EVA recycling, and continuously enhance our core competitiveness.

     - D. Improve the financial structure and group structure, raise the Group’s competitiveness and make full use of working capital.
  • II. Market and sales overview

  • (I) Market analysis:

    • (1) Main sales regions:
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The Company is one of the important EVA foam manufacturers in China. At present, our products are mainly sold in Chinese Mainland, especially the coastal provinces in East China and South China. Despite no direct export, our products can enter foreign markets through downstream traders. With the consummation of the local industrial chain, this region has been gradually treated as an important source of procurement by foreign manufacturers, which is helpful for our products to enter the international market.

(2) Market share

EVA foams have many excellent features, such as stable chemical properties, ease to be colored and processed and strong corrosion resistance. They can be produced into various products and foam materials, and are widely applied in shoes, luggage, toys, sporting goods, building materials, etc. With its continuous technical innovation, quality improvement and market expansion, the Company has occupied 5% of the domestic EVA foam market in China, ranking first.

  • (3) Future supply-demand state and growth of the market

A. Future supply and demand

In 2019, the global EVA consumption was about 5 million tons, while the consumption and output of EVA in the Chinese market were 1.77 million tons and 972,000 tons respectively, showing a self-sufficiency rate of 50%. It follows that China has become one of the major consumers of EVA in the world. EVA supply in China mainly relies on imports, accounting for 60% of the total market supply. Even with the domestic supply, China’s EVA market still remains in short supply. Due to the wide gap between the plastic consumption and domestic plastic output in China, and the continuous increase of people’s livelihood consumption and new product development, it is expected that China’s demand for EVA will grow steadily in the future to meet the strong market demand.

Application Chart of EVA Foam Industry

==> picture [190 x 158] intentionally omitted <==

Source: China Insights Consultancy

At present, EVA foam products account for more than 60% in China’s EVA consumption. In spite of late start in China, EVA foams have grown rapidly in recent years due to their excellent process ability and wide application. The growth momentum of consumption has also accelerated the development of EVA foam technology in China, and expanded the application of EVA foam materials from such traditional

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fields as shoes and luggage to more necessities for people’s livelihood (e.g., toys and sporting goods) and even building materials. With continuous innovation, it is expected that more new application fields of EVA will be developed in the future.

==> picture [286 x 189] intentionally omitted <==

Source: China Insights Consultancy

In terms of EVA foam supply, many manufacturers have been attracted to the foam industry in recent years, due to the rapid growth of EVA foam consumption in China. According to the investigation and forecast of Frost & Sullivan, the size of China’s EVA foam market has grown from RMB 17.1 billion in 2010 to RMB 21.4 billion in 2015, thus driving the stable growth of downstream market demand in the context of global economic recovery.

B. Future growth

Statistics show that in the downstream markets of China’s EVA foam industry in 2014, shoes and luggage accounted for about 70%; toys, sporting goods and building materials accounted for about 25%; emerging fields, such as automobile interiors and electronic accessories, accounted for only 5%. Their future growth is analyzed as follows:

  • (A) Shoes industry: On one hand, China, with a huge population, has a strong demand for shoes. On the other hand, China is also one of the largest exporters of shoes in the world, and Chinese shoes are mainly exported to the United States, Europe, Japan and Hong Kong, China. From 2010 to 2014, the output value of the shoes industry showed an average annual compound growth of 13.3%, rising to RMB 477.31 billion in 2014. It is expected that under the industrial upgrading, the output value of the industry will have an average annual compound growth of 7.1% from 2014 to 2020.

  • (B) Luggage industry: On one hand, the demand of Chinese consumers for luggage keeps rising with the development of economy and the improvement of living standards. On the other hand, China is also one of the major exporters of luggage in the world, and Chinese luggage products are mainly exported to European and American countries. From 2010 to 2014, the output value of the luggage industry showed an average annual compound growth of 12.8%, rising to RMB 137.83 billion in 2014. It is expected that the luggage industry will continue the strategy of brand innovation, and its sales will

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gradually shift from foreign markets to the domestic market. It is further expected that the output value of the industry will have an average annual compound growth of 8.4% from 2014 to 2020.

  • (C) Toy industry: With the increase of China’s newly-born population, the expenditures on toys of Chinese people will continue to rise. Apart from the consumption in the domestic market, Chinese toy products are mainly exported to foreign markets, especially Europe, the United States and Japan. From 2010 to 2014, the output value of the luggage industry showed an average annual compound growth of 14.9%, rising to RMB 198.41 billion in 2014. It is expected that with the development of the domestic market and the expansion of emerging overseas markets, the output value of the industry will have an average annual compound growth of 11.0% from 2014 to 2020.

  • (D) Sporting goods industry: With the rapid development of China’s sporting goods industry and the continuous increase of fitness consciousness among Chinese people, the sporting goods market is growing increasingly. At present, Chinese sporting goods are mostly sold in the domestic market, while a few are exported to the United States, Hong Kong (China), Japan and Europe. From 2010 to 2014, the output value of the luggage industry showed an average annual compound growth of 20.3%, rising to RMB 185.27 billion in 2014. It is expected that with the establishment of independent brands of Chinese sporting goods enterprises and the growth of domestic demand, the output value of the industry will have an average annual compound growth of 14.9% from 2014 to 2020.

  • (E) Building materials industry: The large-scale urbanization in China has greatly promoted the development of China’s building materials market. At present, the building materials made in China are mostly sold in the domestic market, while a few are exported to other Asian-Pacific countries and regions. From 2010 to 2014, the output value of the building materials industry showed an average annual compound growth of 11.7%, rising to RMB 1,699.08 billion in 2014. It is expected that with the continuation of urbanization, the output value of the industry will have an average annual compound growth of 6.8% from 2014 to 2020.

  • (F) Other emerging fields: The great potential of EVA foam materials has not yet been fully exploited. More downstream markets, such as automobile and electronic accessories, are expected to be developed in the future. These emerging fields will bring new opportunities for the development of EVA foam materials.

(4) Competitive niches

  • A. Unique recycling technology of waste plastics with great advantages

The Company has developed a unique recycling process of waste plastics ahead of its peers. In the recycling process, EVA scraps from different sources and waste EVA plastic products are first classified by property and processed through sorting, soil removal, washing, drying, etc., and then crushed into pieces and sheets, which are later sent to a plastic granulator for thermoplastic recycling, thus producing recycled EVA plastic particles. The EVA foam materials produced by extracting organics from waste plastics, and modifying chemical properties and setting physical properties by machinery are filled with active blended composite particles, which not only increases the toughness, but also improves the mechanical properties of recycled products, and effectively raises the recycling efficiency

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of EVA. The huge achievements in this recycling technology have made the Company greatly surpass its peers. In addition, the recycling technology not only lowers the production costs and reduces the impact of rising oil prices on costs, but also helps the Company expand the market and improve its operation efficiency and market competitiveness.

B. Ability to independently develop machinery and equipment

The Company has the ability to independently design, develop and improve the machinery and equipment used for the production of EVA foam materials. In addition to developing and designing machinery and equipment according to the product structure, properties and quality requirements, we also improve the technology and yield of the production line through continuous research, development and improvement. Especially, we have achieved great success in EVA recycling granulator. The granulator can increase the output of recycled EVA plastic particles, effectively alleviate the carbonization in the process of high-temperature hot melting recycling, improve the quality of recycled materials, and make a great breakthrough in the utilization efficiency of recycled foam materials, thus laying an important technical foundation for us. Relying on the competitive advantage brought by the ability to independently develop machinery and equipment, we can greatly shorten the process of production line, effectively promote mass production, and in combination with product R&D capabilities, accelerate the release of new products. Hence, this is an important competitive advantage making us leading the industry.

C. Consistent operation

The Company maintains a consistent production process in all links such as plastic recycling, EVA granulation, blending and stirring of EVA foam materials and EVA foaming at the front end and rolling and cutting of foam materials at the back end, and carries out automatic production in stages with a large production capacity. In this way, all links are connected. Hence, our production line is the most integrated one in the industry. The main stages of the production process include:

  • (A) Collection of recycled EVA particles: located at the back end of EVA recycling and granulation process. Install an induced draft fan behind each granulator to transport recycled materials to the raw material tank through special pipelines for uniform collection and packaging.

  • (B) Electronic towing trough: located at the front end of EVA foam production line. Design and plan the traffic flow of the plant in advance according to the characteristics of the production line, and install an electronic towing trough in the loading and transporting section of the internal mixer, of which the single loading capacity is nearly 5 times higher than that of manual operation.

  • (C) Automation of EVA sheet production line: design tight traffic flow for the front-end sheet drying, trimming and transportation to reduce manpower communication, and adjust the sheet passing angle and position at the electrofusion joint to improve the adhesion and smoothness and stabilize the shining process at the back end.

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With the tight process arrangement and automatic design, the Company can effectively improve the production efficiency, reduce wastes in the process, and lower labor and material costs, thereby creating cost advantages and providing customers with high-quality, high-efficiency and high-benefit services. Most of the existing EVA plastic recycling devices in China are technologically backward, outdated and simple, with unstable quality and low recycling rate. By contrast, our EVA recycling line integrates a complete set of consistent production operations, and has set up a threshold for competition in the context of numerous small factories. It will not be overtaken by competitors in a short term.

D. Image of high-quality products built over the years

With many years of manufacturing experience, the Company have maintained stable product quality, won the trust of customers and built a good image by continuously improving the benefits of production technology. The key reason lies in the product content and design, and the quality standards which can meet consumer demands. The Company has a well-developed system for the management of suppliers and control of raw materials, and has passed the certification of ISO9001 and ISO14001 quality systems. The products sold to some export-oriented traders have all passed the strict inspection of the European Union. With this competitive advantage, the Company will continuously improve quality management so as to build a management mechanism for long-term operation and achieve the goal of sustainable operation.

E. Great emphasis on R&D and constant product innovation

The Company has been engaged in the production and sales of EVA foam materials since 1990s. Meanwhile, it has accumulated more than ten years of experience in product design and process technology development, and through continuous R&D innovation, fully understood the characteristics of EVA foam materials. With the increasing application of EVA foam materials in recent years, the products accumulated by the Company through long-term R&D have been brought into full play, e.g., EVA materials with antistatic and electromagnetic shielding properties and sound-absorbent and fireproof foam materials for interior decoration, all of which are new products. In the future, the Company will continue to develop diversified products following the trend of EVA foam materials.

(5) Advantages and disadvantages to future development and their countermeasures

A. Advantages

(A) The rapid development of economic activities drives the growth of demand

The income of urban residents in China has gradually increased since 1995, and the average annual disposable income of urban residents has increased from RMB 15,781 in the early period to RMB 28,228 in 2018. The rapid improvement in living standards and the increase in purchasing power in China have driven the continuous growth in domestic demand. In this context, the demand for necessities of life in the Chinese market will continue to rise, and the wide application of EVA foam materials in various fields concerning people’s livelihood will provide new momentum for EVA foam market.

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  • (B) The industry development conforms to the trend of environmental protection and the development of industrial policies

With the rising of environmental awareness and energy prices, energy conservation and carbon reduction have become an important issue of environmental protection in most countries. To improve the utilization rate of resources and protect and improve the environment, the Chinese government has promulgated several laws, such as the Circular Economy Promotion Law . With the rapid development of economy, the demand for plastic products have increased dramatically, which results in a sharp increase in waste plastics. As plastics cannot be degraded in nature, the conflict between environmental pollution and economic development has been increasingly severe. The Company’s unique recycling process of waste plastics can produce EVA foam materials by extracting organics from waste plastics, which can not only cut the cost of raw materials and reduce the pressure of environmental protection, but also contribute to image enhancement and sustainable operation.

  • (C) Geographical advantages promote industrial clustering

China’s EVA foam materials are mostly produced in southeast coastal provinces such as Fujian and Guangdong, and the distribution of their downstream industries is relatively concentrated. For example, shoes manufacturers are concentrated in Jinjiang of Fujian and Guangdong and luggage manufacturers are concentrated in Huadu, Guangdong and Quanzhou, Fujian. Industrial clustering will help to develop new customers and reduce logistics costs. The Company’s production base is located in Jinjiang, Fujian, which is the main shoemaking city in China known as China’s shoe capital. By taking advantage of the geographical location, the Company can supply goods to downstream customers in time.

  • (D) The performance advantages of EVA foam materials contribute to the development of more new fields

As EVA foam materials have outstanding versatility and can replace other foam materials, new fields of EVA foam materials can be developed through technical innovation. The exhibits on international plastics exhibitions over the years reflect the future industrial and consumer applications of plastic products, including the design of future automobile or kitchen & home supplies, latest commercial breakthroughs in medical equipment, electronic packaging materials with electromagnetic shielding properties, building insulation materials and rubber substitutes, etc. Therefore, there is a great potential for the development of new fields of EVA foam materials.

  • (E) The trader system covers the whole of China, thus accelerating market development and reducing costs

In the face of increasingly fierce price competition in the Chinese market, many manufacturers cut prices to acquire orders. How to maintain gross profits in response to this trend is essential for the Company’s profitability. In addition, the vast territory of China also brings a great challenge to the construction of general marketing channels, and the different customs in different provinces of China make it difficult to establish a unified marketing model and control marketing costs. In this

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context, enterprises which sell goods as traders emerge. As intermediaries, traders generally have a better understanding of customer demand than manufactures, and know manufacturers’ conditions and coordination better than customers. Relying on the role of traders in exploring the demand for commodities all over China, manufacturers engaged in the production of raw materials can save the cost and manpower for channel construction and quickly respond to market opportunities. After years of product R&D and market expansion since its establishment, the Group has developed a complete series of foam products. In addition, the Group has been engaged in the sales of EVA foam materials for more than 10 years. Hence, it can have a good understanding of market changes and product demands. Through the cooperation with traders all over China, the Group has established a mutually supportive and prosperous relationship.

B. Disadvantages and countermeasures

(A) China’s policy of prohibiting the import of waste plastics

Since 2018, the Chinese government has carried out an Implementation Plan for Prohibiting the Entry of Foreign Garbage and Advancing the Reform of the Solid Waste Import Administration System . As the Company’s EVA waste plastics are mainly purchased from large foreign manufacturers through traders, the raw materials are now in short supply due to the influence of the waste plastics import policy.

Countermeasure:

Actively seek for domestic sources of waste plastics, develop overseas strategic partners, and continuously evaluate the plans for setting up factories in foreign countries such as the United States, Japan and Australia, to secure stable supply of recycled plastics in the future.

(B) Rising labor costs

At present, some processing stages of EVA foam industry are still reliant on manual operation. China’s “13[th] Five-Year” Plan which continues the spirit of “12[th] Five-Year” Plan aims at improving income distribution and increasing the income of urban and rural residents (especially low- and middle-income earners). Meanwhile, the wage adjustment plans and income distribution reforms of various provinces (cities) in Chinese Mainland also put forward the normal growth mechanism, payment protection mechanism, collective wage negotiation system and minimum wage growth mechanism. According to the information published by the Ministry of Human Resources and Social Security of China, the average annual salary of employees in the urban private sector was RMB 53,604 in 2019, an increase of RMB 4,069 or 8.21% compared with RMB 49,535 in 2018. As the labor costs in China rise year by year, the production costs of EVA foam industry in China will not decline significantly.

Countermeasure:

Continuously improve the manufacturing procedure and production process and move towards automatic production so as to improve the production efficiency and reduce the dependence on labor; raise the utilization efficiency of human resources through improvement of R&D and design ability, production process design and employee education and training, so as to reduce the demand for manpower in the process of production.

  • 90 -

  • (II) Main uses and production process of products

  • (1) Important uses of main products:

  • A. Sole sheets: widely applied for soles, insoles and linings functional shoes.

  • B. Luggage sheets: high-quality linings for such products as draw-bar boxes, suitcases and laptop bags.

  • C. Ordinary sheets: used in the fields of handicrafts, toys, industrial product packaging, sports and leisure.

  • D. Rubber foams; applied in industrial products and sports equipment.

  • E. Highly processed products: downstream terminal products (mainly puzzle mats).

  • F. Other special sheets: the scope of application is not limited to special industries, e.g., building materials and electronic packaging materials.

  • (2) Production process of EVA foam materials

After being screened, crushed, granulated and dried, raw materials are proportionally added with special components and then foamed upon polymerization at high temperature and high pressure. The flow chart of the Company’s production process is as follows:

  • 91 -

==> picture [767 x 236] intentionally omitted <==

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

Raw
Recycled waste materials
films
Recycled Connecting
materials
Secondary
foaming Inspection Delivery
Recycled waste Recycled Slice and into
foams scraps packaging warehous
Primary
foaming
Additives
Filler
Cleaning Broken
Semi-finished sheets
Extruding and granulating
Dosing Sheeting
Open mixing
Internal mixing
Deep processing
----- End of picture text -----

92

(III) Supply of main raw materials

(1) Supply situation

The Company’s major products are EVA foam materials which are made of such main raw materials as EVA, recycled scraps, recycled LDPE, LDPE and waste PE. In order to maintain good quality, high yield and stable supply and to control costs, the Company has established and maintained long-term good relationship with suppliers. Up to now, there has been no production suspension due to insufficient supply of raw materials.

(2) Main raw material suppliers

Main raw materials Main suppliers Supply
EVA Lianbao Trading Co., Ltd., Aperfect Cloud Data Innovative Information Technology Co., Ltd. Stable
EVA scraps Quanzhou Fulv Shoes Co., Ltd. Stable
Recycled LDPE Qingyouqing Import & Export Trading Co., Ltd. Stable
LDPE Jinhui Technology Materials Co., Ltd. Stable
  • 93 -

  • (IV) List of customers accounting for more than 10% of the gross purchases (sales) in the past two years

  • Information of main customers in the past two years

Unit: *10[3] in New Taiwan Currency

2019 2019 2019 2019 2020 2020 2020 2020 Q1 of 2021 Q1 of 2021 Q1 of 2021 Q1 of 2021
Item Name Amount Proportion in net
sales of the
whole year (%)
Relationship
with the issuer
Name Amount Proportion in net
sales of the
whole year (%)
Relationship
with the issuer
Name Amount
Proportion in
net sales of Q1
(%)

Relationship
with the issuer
1 Shengyu
67,801

5.39

Shengyu 64,316
6.38

Shengyu 20,205
7.63

2 Jiguang 55,879
4.44

Jiguang 49,668
4.93

Herui 10,233
3.86

3 Datong 36,268
2.88

Zhenhua 44,869
4.45

Kangding 6,862
2.59

4 Herui 32,136
2.55

Herui 26,196
2.60

Shunchang
6,801

2.57

5 Nantong 30,910
2.46

Kangding 25,225
2.50

Huisheng 6,530
2.46

6 Kangding
25,171

2.00

Duopu 19,393
1.92

Zhenhua 6,012
2.27

7 Ruili 22,434
1.78

Changzhou
Huahang
16,154
1.60

Hongyi 4,796
1.81

8 Duopu 21,115
1.68

Nantong 13,846
1.37

Hueida 4,203
1.59

9 Yanshun
17,495

1.39

Jinyu 13,559
1.34

Senmei 4,103
1.55

10 Tingfeng 16,171
1.29

Yiweiai 12,201
1.21

Zhuoxin 4,091
1.54

Others 933,020
74.14

Others 722,730
71.70

Others 191,107
72.13

Net sales 1,258,400
100.00
Net sales 1,008,157
100.00
Net sales 264,943
100.00

All changes are made by the Company based on the market trend, product demand, industry prospect, R&D technology, sales profit and customer contract. In the past two years, there was no customer accounting for more than 10% of the total sales.

  • 94 -

2. Information of main suppliers in the past two years

Unit: NT$1,000

2019 2020 Q1 of 2021 Q1 of 2021
Item
Name
Amount Proportion in net
purchases of the
wholeyear(%)
Relationship
with the issuer
Name Amount
Proportion in net
purchases of the
wholeyear(%)
Relationship
with the issuer
Name Amount
Proportion in
net purchases
ofQ1(%)
Relationship
with the issuer
1 Qingyouqing
173,837

13.88

Lianbao 141,082
14.26

DRY-Port 43,339
21.01

2 Lianbao 156,977
12.53

Aperfect
Cloud Data
49,357
4.99

Lianbao 26,641
12.92

3 Baimu 56,976
4.55

Qingyouqing 44,729
4.52

Aperfect Cloud
Data

13,747

6.67

4 Jinhui 55,021
4.39

Risheng
Hi-tech
38,539
3.90

Risheng
Hi-tech
9,925
4.81

5 SINOPEC
Shanghai
34,909
2.79

Jinhui 32,492
3.28

Qingyouqing 9,214
4.47

6 Jinshunyuan 34,021
2.72

Juncheng 30,671
3.10

Kaichenghong 8,233
3.99

7 Jindexin 29,439
2.35

Xuda 30,190
3.05

SINOPEC
Shanghai
6,130
2.97

8 Risheng
Hi-tech
29,110
2.32

Fengbang 23,170
2.35

Jinhui 6,025
2.92

9 Ailunsi 20,432
1.63

DRY-Port 15,449
1.56

Yixin
Manufacturing
4,895
2.37

10 Gewang 17,664
1.41

SINOPEC
Shanghai
14,351
1.45

Xuda 4,402
2.13

Others 644,447
51.43

Others 569,221
57.54

Others 73,702
35.74

Netpurchases 1,252,833
100.00
Netpurchases 989,251
100.00
Netpurchases 206,253
100.00

All changes are made by the Company based on the market trend, product demand, industry prospect, R&D technology, sales profit and customer contract.

  • 95 -

(V) Output and output value in the past two years:

Unit: M[3] , *10[3] in New Taiwan Currency

Annual output/output value
Major products
2019 2020
Production
capacity
Output Output
value
Production
capacity
Output Output
value
Sole sheets 7,000 792 11,264 7,000 429 10,347
Bagsheets 133,000 45,888 398,051 133,000 34,897 192,794
Special sheets 100,500 68,898 307,459 85,000 59,343 267,799
Common sheets 244,600 77,138 367,489 244,600 40,900 198,169
High elasticityformed material 28,000 8,362 30,840 28,000 6,063 24,440
Floor mats 70,900 14,129 81,819 87,000 30,949 147,497
Other(note) 49,600 26,902 137,987 49,000 23,033 95,708
Total 633,600 242,109 1,334,909 633,600 195,614 936,754

Note: Others include rubber foams, antistatic foams, flame-retardant foams, slippers and finished shoes. Among them, slippers are not calculated in cubic meters, and the production capacity, output and output value of finished shoes are not listed because finished shoes are outsourced.

Change analysis: The Company’s total production capacity in the past two years is calculated based on 48 foaming units, and the differences among the total production capacity, total output and total output value depend on the adjustment of the overall product mixes.

(VI) Sales volumes and amounts in the past two years:

Unit: M[3] , *10[3] in New Taiwan Currency

Annual sales volume/value
Major products
2019 2019 2019 2020 2020 2020
Domestic sales Export sales Domestic sales Export sales
Volume Value Volume Value Volume Value Volume Value
Bag sheets 45,067
211,872

26,395
192,794

Common sheets 78,907
326,446

41,833
198,169

Special sheets 68,933
318,295

54,846
267,799

Sole sheets 685
6,959

865
10,347

Highly foamed material 26,124
82,296

22,869
74,877

High elasticity formed material 8,436
37,620

5,595
24,440

Floor mats 15,351
91,466

29,190
147,497

Other (note) 1,351
183,446

284
92,234

Total 244,854 1,258,400
181,877 1,008,157

Note: Others include the income from plastic foams, antistatic foams, flame-retardant foams, shippers, finished shoes, raw granulated materials and raw materials and the rental income. Specifically, the rental income was RMB 17,807,000 in 2019 and RMB 18,967,000 in 2020.

Change analysis: The total sales value in 2020 was about 19.89% lower than that in 2019. It is mainly because that under the outbreak of COVID-19 and the economic downturn in China, the downstream markets of plasticizer industry suffered from sluggish domestic demand and declining export orders, and the EVA foam market in the downstream of plasticizer industry was also affected.

  • 96 -

III. Information on employees in the recent two years and as of the date of printing of the annual report

Year 2019 2020 2021Q1
Number of employees Directly 468
421

460
Indirectly 321
358

356
Total 789
779

816
Average age 41.56
43.87

43.28
Average length of service(years) 7.65
6.70

5.69
Educational background
(%)
Master 0.19
0.20

0.19
Junior college 23.37
25.84

24.49
High school 49.24
45.76

46.20
Below high school
graduate
27.20
28.20

29.12

IV. Environmental protection expenditure

  1. Application for pollution facility permit or pollutant emission permit, payment of pollution prevention and control expenses and establishment of dedicated units for environmental protection according to law:

The Company mainly uses EVA foam materials regenerated and produced from EVA raw materials and recycled plastics. As the recycled plastics must be cleaned during the manufacturing process, the water of the cleaning system is recycled without discharging sewage. For the gas generated during the manufacturing process, the Company uses gas collecting equipment to centrally process the waste gas before discharging. The Company has obtained the pollution emission permit from the place of operation, and its gas emissions are still in compliance with the regulations. In response to the government’s call for use of clean energy, the Company replaced the coal-fired boiler with natural gas boiler in 2019, effectively reducing the emission of SO2.

  1. The Company’s investment in major facilities for environmental pollution prevention and control, and their uses and possible benefits:
and possible benefits:
Details of Pollution Prevention and Control Facilities
Unit: Unit:NT$1,000;March31,2021
Equipment name Quantity Date of
acquisition:
Investment
cost
Undepreciated
balance

Uses and expected benefits
Boiler dust remover 3 2006/09/18 385 36 Effectively reduce the
suspended particles in smoke
and dust
Boiler flue gas
desulfurizer
1 2010/06/01 515 246 Remove SO2 in boiler
exhaust, thus effectively
reducingthe emission of SO2
Waste gas treatment
engineering (1)
1 2013/08/12 2,622 320 Purify the waste gas from
workshops
Wastewater treatment
pond
1 2014/05/23 3,049 1,818 Recycle cleaning wastewater
and cooling wastewater to
meet the emission standard
Waste gas treatment
engineering (2)
1 2014/11/06 7,862 1,178 Purify the waste gas from
workshops
  • 97 -
Equipment name Quantity Date of
acquisition:
Investment
cost
Undepreciated
balance

Uses and expected benefits
Wastewater treatment
engineering
1 2015/07/29 80,990 51,752 Recycle cleaning wastewater
and cooling wastewater to
meet the emission standard
Natural gas boiler 2 2019/07/22 4,996 4,406 Provide steam and heat in
lieu of the original goal-fired
boiler,and eliminate SO2.
  1. The Company’s pollution dispute in the process of environmental pollution prevention and control in the past two years and up to the date of the Report (if any, the settlement process should be explained): None.

  2. The Company’s losses (including compensations) and penalties arising from environmental pollution in the past two years and up to the date of the Report, as well as the future countermeasures (including improvement measures) and possible expenses (including the estimated losses, penalties and compensations that may arise if no countermeasure is taken. The reason should be explained if the estimates cannot be provided): None.

  3. The Company’s current pollution, the impact of pollution improvement on the Company’s earnings, competitive position and capital expenditure, as well as the Company’s expected major capital expenditure on environmental protection in the next two years: None.

V. Labor relations

  1. The Company’s employee benefit plans, further education system, training system and retirement system and their implementation, as well as labor agreements and measures for safeguarding employees’ interests:

  2. (1) Employee benefit plans and their implementation

The Company provides statutory benefits according to local laws and regulations, and has a special department responsible for planning and promoting employee benefits, which advances the benign development of human resources: The Company’s existing benefits:

  • A. Insurance benefits: medical insurance, basic endowment insurance, unemployment insurance, work-related injury insurance, maternity insurance and housing provident fund.

B. Other benefits:

  • a. Provide complete living and entertainment facilities such as staff dormitory, sports ground and cultural activity center in the plant area, to create a comfortable and pleasant working and living environment for employees.

  • b. Set up a kindergarten in the plant area and provide school bus service for employees’ children attending primary schools, to solve employees’ worries about children’s education.

  • c. Hold variety shows and ball games to unite employees and enrich their leisure activities.

C. Trade union: The Company’s employees have set up a trade union according to local laws and regulations. The Company pays labor union expenditure in time to organize union activities and provide other benefits.

  • (2) Further education and training of employees

The Company’s measures for employee education and training mainly include:

  • 98 -

A. Pre-job training:

B. On-the-job training: internal training and external training. Internal training includes application and training of office software, promotion and improvement of lean production, optimization of corporate structure and occupational health and safety training; external training includes arranging for middle and senior managers to participate in professional skill training sponsored by local governments and study management, finance and automation in colleges and universities, and organizing visits to outstanding enterprises all over China.

(3) Retirement system and its implementation

Sansda (Fujian) Plastics Co., Ltd. and Sansda (Jiangsu) Environmental Technology Co., Ltd., which are the operating entities of the Company, pay 16% and 8% of pensions respectively to the special account of the local financial department every month, in accordance with the Regulations on Basic Endowment Insurance for Employees of Enterprises published by the local government. According to the local social insurance policy, endowment insurance is included in the social insurances (including medical insurance, maternity insurance, endowment insurance, work-related injury insurance and unemployment insurance). Therefore, once the formalities for social insurances of employees are completed, the Company will be deemed to have begun to fulfill its obligation of endowment insurances.

An employee who reaches the statutory age for retirement should be entitled to the basic endowment insurance benefits, provided that he has contributed premiums for a cumulative period of 15 years or more. The pension of an employee who has joined in work since January 1, 1993 consists of two parts: pension= basic pension + pension in individual account. Specifically, the pension in individual account = deposit amount in individual account ÷ months of pension; basic pension= average monthly salary of on-the-job workers in the whole province in the previous year (1+ own average payment index)÷2× years of payment ×1%.

The Company holds a farewell party for retirees in batches, and makes annual condolence plans. Retired middle and senior managers may be appointed as special consultants to provide necessary services for the operation and development of the Company.

(4) Labor relation coordination

The Company has always attached great importance to employees’ interests and harmonious labor relations. Besides, the Company places a high value on employees’ opinions and suggestions. Employees are allowed to communicate directly with the human resource department or appropriate senior managers to maintain good relations. As a result, no major labor disputes have occurred so far.

(5) Protective measures for working environment and personal safety

The Company has passed the certification of ISO45001: 2018 occupational health and safety management system, and its work flow has passed the certification of “Work Safety Standardization” organized by the local government, striving to maintain a healthy working environment for employees and safeguard work safety of employees.

The Company pays much attention to safety and health management, as follows:

  • A. Provide employees with specialized labor protection appliances such as safety helmets, masks, special uniforms and rain boots, to safeguard the health and safety of employees.

  • B. Regularly revise the safety and health rules, and formulate the standard operating procedures of all

  • 99 -

machinery and equipment to ensure standard operation by employees.

  • C. Carry out a spot check for machinery and equipment according to rules, and apply to the authority in charge of dangerous machinery and equipment for regular inspection every year to ensure the safe operation of machinery and equipment.

  • D. Perform 5S management to improve the working environment and efficiency.

  • E. Provide necessary education and training for new employees, equipment operators and special operation personnel according to law, and urge them to obtain relevant certificates and permits.

  • F. Irregularly arrange for employees to receive medical examinations and make health files for employees to serve all employees.

  • G. Set up a perfect fire control system, and regularly inspect and report the system according to fire laws and regulations.

  • (6) Measures for safeguarding employees’ interests

The Company has various internal controls and management measures, which expressly specify the rights, obligations and benefits of employees, and regularly reviews the benefit items to safeguard employees’ interests.

  1. The Company’s losses arising from labor disputes in the past two years and up to the date of the Report, as well as the estimates of current and future possible losses and relevant countermeasures (the reasons should be explained if the estimates cannot be provided):

The Company attaches great importance to harmonious labor relations. As a result, there has been no loss caused by labor disputes in the past two years and up to the date of the Report.

  • 100 -

VI. Material contracts

Nature of
contract
Interested parties Start and end time Main contents Limitations
Loan contract Sansda (Jiangsu) Environmental Technology
Co., Ltd.
Jurong Sub-branch of the Industrial and
Commercial Bank of China
2020.06.01~2021.06.01 Increase working capital and
purchase funds
None
Loan contract Sansda (Jiangsu) Environmental Technology
Co., Ltd.
Jurong Sub-branch of the Industrial and
Commercial Bank of China
2020.07.06~2021.07.05 Increase working capital and
purchase funds
None
Loan contract Sansda (Jiangsu) Environmental Technology
Co., Ltd.
Jurong Sub-branch of the Industrial and
Commercial Bank of China
2020.08.10~2021.08.10 Increase working capital and
purchase funds
None
Loan contract Sansda (Jiangsu) Environmental Technology
Co., Ltd.
Jurong Sub-branch of the Industrial and
Commercial Bank of China
2020.11.24~2021.11.19 Increase working capital and
purchase funds
None
Loan contract Sansda (Jiangsu) Environmental Technology
Co., Ltd.
Jurong Sub-branch of the Industrial and
Commercial Bank of China
2021.01.29~2022.01.28 Increase working capital and
purchase funds
None
Loan contract Sansda (Jiangsu) Environmental Technology
Co., Ltd.
Xinshiji Sub-branch of Jiangsu Jurong Rural
Commercial Bank
2021.03.31~2024.03.24 Increase working capital and
purchase funds
None
Transfer of land
use right
Sansda (Fujian) Plastics Co., Ltd.
Jinjiang Bureau of Land and Resources
2006.12.30~2056.12.30 Land use right of the industrial
land located in Fangjiao Village,
Chendai Town, Jinjiang City
None
Transfer of land
use right
Sansda (Fujian) Plastics Co., Ltd.
Jinjiang Bureau of Land and Resources
2009.07.03~2059.07.03 Land use right of the industrial
land located in Fangjiao Village,
Chendai Town, Jinjiang City
None
Transfer of land
use right
Sansda (Fujian) Plastics Co., Ltd.
Villagers’ Committee of Jiangtou Hui
Nationality Village, Chendai Town, Jinjiang
City
2011.09.16~2061.09.16 Land use right of the industrial
land located in Jiangtou Village,
Chendai Town, Jinjiang City
None
Transfer of land
use right
Sansda (Jiangsu) Environmental Technology
Co., Ltd.
Jiangsu Jurong Municipal Bureau of Land
and Resources
2012.09.18~2062.06.06 Land use right of the industrial
land located in Zhaili
Community, Jurong
Development Zone
None
Transfer of land
use right
Sansda (Jiangsu) Environmental Technology
Co., Ltd.
Jiangsu Jurong Municipal Bureau of Land
and Resources
2013.09.09~2063.07.10 Land use right of the industrial
land located in Zhaili
Community, Jurong
Development Zone
None
Transfer of land
use right
Sansda (Jiangsu) Environmental Technology
Co., Ltd.
Jiangsu Jurong Municipal Bureau of Land
and Resources
2013.09.24~2063.08.09 Land use right of the industrial
land located in Zhaili
Community, Jurong
Development Zone
None
Transfer of land
use right
Sansda (Jiangsu) Environmental Technology
Co., Ltd.
Jiangsu Jurong Municipal Bureau of Land
and Resources
2014.01.13~2063.11.20 Land use right of the industrial
land located in Zhaili
Community, Jurong
Development Zone
None
Transfer of land
use right
Sansda (Jiangsu) Environmental Technology
Co., Ltd.
Jiangsu Jurong Municipal Bureau of Land
and Resources
2015.08.25~2065.08.25 Land use right of the industrial
land located in Zhaili
Community, Jurong
Development Zone
None
  • 101 -

VI. Financial overview

I. Summarized balance sheet and statement of comprehensive income in the past five years

  • (I) Condensed Balance Sheet—International Financial Reporting Standards
(I) Condensed Balance Sheet—Internat (I) Condensed Balance Sheet—Internat ional Financial Reporting Standards ional Financial Reporting Standards ional Financial Reporting Standards ional Financial Reporting Standards ional Financial Reporting Standards ional Financial Reporting Standards
Unit: *103in New Taiwan Currency
Year
Item
Financial information in the past
fiveyears
2021 Q1
(Note 1)
2016
(Note 1)
2017
(Note 1)
2018
(Note 1)
2019
(Note 1)
2020
(Note 1)
Current assets 4,297,561 4,357,056 3,629,074 3,212,035 3,193,602 3,171,614
Property, plant and equipment 5,497,490 5,253,895 3,668,175 3,310,861 2,415,261 2,369,690
Intangible assets 823
438

61

Other assets 1,294,299
1,211,954
1,138,161 1,063,772
924,003

903,260
Total assets 11,090,173 10,823,343 8,435,471 7,586,668 6,532,866 6,444,564
Current liabilities Before distribution 1,178,858
823,770

508,791

529,092

675,559

626,599
After distribution 1,180,731
824,544

508,791

529,092

675,559

626,599
Non-current liabilities 65,732
65,020

63,598

61,321

62,317

178,928
Total liabilities Before distribution 1,244,590
888,790

572,389

590,413

737,876

805,527
After distribution 1,246,463
889,564

572,389

590,413

737,876

805,527
Equity attributable to owners of the parent 9,845,583 9,934,553 7,863,082 6,996,255 5,794,990 5,639,037
Share capital 2,653,681 2,677,761 2,689,547 2,689,547 2,689,547 2,689,547
Stock capital received in advance
Capital reserves 2,955,669 2,960,471 2,982,534 3,014,618 3,028,767 3,030,063
Retained surplus Before distribution 4,383,645 4,547,267 2,651,101 2,009,075
696,273

590,592
After distribution 4,364,914 4,539,527 2,651,101 2,009,075
696,273

590,592
Other interests
Treasury stock
Non-controlling interests
Cumulative translation adjustment (147,412)
(250,946)
(460,100) (716,985) (619,597) (671,565)
Total equity Before distribution 9,845,583 9,934,553 7,863,082 6,996,255 5,794,990 5,639,037
After distribution 9,843,710 9,933,779 7,863,082 6,996,255 5,794,990 5,639,037

Note 1: the consolidated financial information from 2016 to 2020 has been audited and certified by accountants, while the consolidated financial information of 2021Q1 has only been reviewed by accountants.

  • 102 -

(II) Condensed Consolidated Income Statement—International Financial Reporting Standards Unit: *10[3] in New Taiwan Currency

Year
Item
Financial information in the past five years 2021 Q1
(Note)
2016
(Note)
2017
(Note)
2018
(Note)
2019
(Note)
2020
(Note)
Operating income 5,779,198 4,588,271 1,464,797 1,258,400 1,008,157 264,943
Gross operating profit (loss) 1,228,371 691,365 (776,288) (268,622) (478,162) (30,097)
Net operating profit (loss) 703,034 214,961 (1,820,362) (662,961) (1,349,250) (111,359)
Non-operating income and expenditure (86,859) 46,945 (58,491) 20,935 36,448 6,078
Net profit (loss) before tax 616,175 261,906 (1,878,853) (642,026) (1,312,802) (105,281)
Net profit (loss) from continuing
operations in the current period
406,407 182,353 (1,888,426) (642,026) (1,312,802) (105,281)
Loss from discontinued operations
Net profit (loss) of the current period
406,407
182,353 (1,888,426) (642,026) (1,312,802) (105,281)
Other comprehensive income (loss) of
the current period (net amount after
tax)
(800,801) (103,534) (209,154) (256,885) 97,388 (51,968)
Total comprehensive income (loss) of
the current period
(394,394) 78,819 (2,097,580) (898,911) (1,215,414) (157,249)
Net profit (loss) attributable to owners
of the parent
406,407 182,353 (1,888,426) (642,026) (1,312,802) (105,281)
Net profit attributable to
non-controlling interests
Total comprehensive income (loss)
attributable to owners of the parent
(394,394) 78,819 (2,097,580) (898,911) (1,215,414) (157,249)
Total comprehensive income (loss)
attributable to non-controlling interests
Earnings (losses) per share 1.53 0.68 (7.02) (2.39) (4.88) (0.39)

Note: The consolidated financial information from 2016 to 2020 has been audited and certified by accountants, while the consolidated financial information of 2021 Q1 has only been reviewed by accountants.

(III) Names and audit opinions of certified accountants in the past five years

Year Name of Certified Public Accountant Opinion
2016 Xu Ruixuan and Jiang Jialing Unqualified
2017 Xu Ruixuan and Jiang Jialing Unqualified
2018 Wu Qiuyan, Jiang Jialing Unqualified opinion
2019 Wu Qiuyan, Jiang Jialing Unqualified opinion
2020 Wu Qiuyan, Jiang Jialing Unqualified opinion
  • 103 -

II. Financial analysis in the past five years—international financial reporting standards

II.
Financial analysis in the past five years—
II.
Financial analysis in the past five years—
international financial reporting standards international financial reporting standards international financial reporting standards international financial reporting standards international financial reporting standards
Year
Analyzed items
Financial analysis in the past five years Current year
ended March 31,
2021
2016 2017 2018 2019 2020
Financial
structure (%)
Debt-to-asset ratio 11.22 8.21 6.79 7.78 11.29 12.50
Ratio of long-term funds to
property, plant and equipment
180.29 190.33 216.09 213.16 242.51 245.52
Solvency (%) Liquidityratio 364.55 528.92 713.27 607.08 472.73 506.16

Quick ratio
332.13 480.88 657.44 552.35 430.02 451.07
Times interest earned 93.97 29.38 (200.83) (69.42) (106.77) (47.41)
Operation
capacity
Receivables turnover(times) 3.49 3.60 2.29 4.56 3.46 4.20
Days sales outstanding 104 101 159 80 105 87
Turnover rate of inventory
(time)
14.73 12.75 8.20 6.26 5.56 4.06
Payables turnover(times) 7.29 6.49 5.95 6.05 5.86 5.94
Days sales in inventory 24 28 44 58 66 90
Turnover of property, plant and
equipment(times)
1.00 0.85 0.33 0.36 0.35 0.44
Turnover rate of total assets
(time)
0.52 0.42 0.15 0.16 0.14 0.16
Profitability Rate of return on assets(%) 3.67 1.73 (19.54) (7.67) (18.25) (6.39)
Return on equity (%) 4.03 1.84 (21.22) (7.58) (19.22) (7.37)
Ratio of net profit (loss) before
tax topaid-in capital(%)
23.22 9.78 (69.86) (23.87) (48.81) (3.91)
Netprofit(loss)ratio(%) 7.03 3.97 (128.92) (51.02) (130.22) (39.74)
Earnings (losses) per share
(NT$)
1.53 0.68 (7.02) (2.39) (4.88) (0.39)
Cash flow Cash flow ratio(%) 101.85 88.62 66.06 (64.40) (31.90) (37.18)
Cash flow adequacyratio(%) 83.73 113.10 147.12 149.37 234.57 74.64
Cash reinvestment ratio(%) 10.05 6.31 3.07 (3.35) (2.16) (2.33)
Leverage Operatingleverage 1.95 2.83 0.80 0.55 0.78 0.59
Financial leverage 1.01 1.04 0.99 0.99 0.99 0.98
Analysis on the reasons for the changes in financial ratios exceeding 20% in the past two years:
1. Debt-to-asset ratio, liquidity ratio and quick ratio: mainly due to the increased current liabilities caused by the
increase of other short-term loans in 2020.
2. Interest coverage ratio: mainly due to the increase of operating loss in 2020 compared with that in 2019
3. Receivables turnover and days sales outstanding: mainly due to the decrease of average receivables in 2020.
4. Return on assets, return on equity, ratio of net profit (loss) before tax to paid-in capital, net profit (loss) ratio and
earnings (losses) per share: mainly due to the increase of operating loss in 2020 compared with that in 2019
5. Cash flow ratio, cash flow adequacy ratio and cash reinvestment ratio: mainly due to operating losses in 2020,
which reduced cash inflows from operating activities in the past five years.
6. Operating leverage: mainly due to the increase in operating costs and expenses in 2020.
  1. Debt-to-asset ratio, liquidity ratio and quick ratio: mainly due to the increased current liabilities caused by the increase of other short-term loans in 2020.

  2. Return on assets, return on equity, ratio of net profit (loss) before tax to paid-in capital, net profit (loss) ratio and earnings (losses) per share: mainly due to the increase of operating loss in 2020 compared with that in 2019

  3. Cash flow ratio, cash flow adequacy ratio and cash reinvestment ratio: mainly due to operating losses in 2020, which reduced cash inflows from operating activities in the past five years.

Note: The calculation formula of each financial ratio is as follows:

  1. Financial structure:

  2. 104 -

(1) Debt-to-asset ratio = total liabilities/total assets

(2) Ratio of long-term funds to property, plant and equipment = (total shareholders’ equity + non-current liabilities)/net property, plant and equipment

  1. Solvency:

(1) Liquidity ratio= current assets/current liabilities

(2) Quick ratio= (current assets− inventory−prepaid expenses)/current liabilities

(3) Interest coverage ratio= net profit before income tax and interest expense / current interest expense

3. Operation capacity:

(1) Receivables (including accounts receivable and notes receivable arising from operating activities) turnover = net sales/average receivables (including accounts receivable and notes receivable arising from operating activities) balance in each period

(2) Days sales outstanding= 365/receivables turnover

(3) Inventory turnover= cost of goods sold/average inventory

(4) Payables (including accounts payable and notes payable arising from operating activities) turnover = cost of goods sold/average payables (including accounts payable and notes payable arising from operating activities) balance in each period

(5) Days sales in inventory = 365/ inventory turnover

(6) Turnover of property, plant and equipment= net sales /average net property, plant and equipment

(7) Total assets turnover= net sales/average total assets

4. Profitability:

(1) Return on assets= (after-tax profit and loss + interest expense × (1- tax rate))/average total assets

(2) Return on stockholders’ equity= after-tax profit and loss/average net stockholders’ equity

(3) Ratio of net profit (loss) before tax to paid-in capital (%)= pre-tax profit and loss/paid-in capital

(4) Net profit (loss) ratio= after-tax profit and loss/ net sales

(5) Earnings (losses) per share = (profit and loss attributable to owners of the parent− preferred stock dividend)/weighted average number of stocks issued

5. Cash flow:

(1) Cash flow ratio= net cash flow from operating activities/ current liabilities

(2) Cash flow adequacy ratio =

Net cash flow from operating activities in the past five years/ (capital expenditure + increase in inventory + cash dividend) in the past five years

(3) Cash reinvestment ratio =

(Net cash flow from operating activities− cash dividend)/ (gross property, plant and equipment + long-term investment + other non-current assets + working capital)

6. Leverage:

  • 105 -

  • (1) Operating leverage= (net operating income – variable operating cost and expense)/ operating profit

  • (2) Financial leverage = operating profit/ (operating income – interest expense)

Note 4: In use of the calculation formula for earnings per share mentioned above, the following matters shall be considered:

  1. Calculation should be made on the basis of the weighted average number of common stocks, rather than the number of stocks issued by the end of the year.

  2. If there is a cash capital increase or treasury stock trading, the circulation period should be considered in calculating the weighted average number of stocks.

  3. If there is a conversion of surplus into capital or of capital reserve into capital, the earnings per share of previous years and semi-years should be adjusted retroactively in proportion to the capital increase, regardless of the issuance period of the capital increase.

  4. If preferred stocks are non-convertible cumulative preferred stocks, the dividends of such stocks in the current year (whether distributed or not) should be deducted from the net profit after tax, or added to the net loss after tax. If preferred stocks are non-cumulative, the dividends of such stocks should be deducted from the net profit after tax (if any). In case of loss, no adjustment is required.

Note 5: In cash flow analysis, the following matters should be considered:

  1. Net cash flow from operating activities refers to the net cash inflow from operating activities shown in the cash flow statement.

  2. Capital expenditure refers to the annual cash outflow for capital investment.

  3. Increase in inventory should be counted only when the ending balance is greater than the opening balance. If the inventory decreases at the end of the year, the increase in inventory should be zero.

  4. Cash dividend should include the cash dividend of ordinary stocks and preferred stocks.

  5. Gross property, plant and equipment refers to the total amount of property, plant and equipment before accumulated depreciation.

Note 6: The issuer should identify each operating cost and operating expense as fixed or variable by nature. In case of estimation or subjective judgment, it is necessary to maintain the rationality and consistency.

Note 7: If the Company’s stocks have no par value, or the par value per share is not NT$ 10, the above calculations involving the ratio of paid-in capital should be based on the ratio of equity attributable to owners of the parent shown in the balance sheet.

  • 106 -

III. Audit committee’s report – financial statements for the fiscal year

Asia Plastic Recycling Holding Ltd.

Auditor’s report from the board of auditors

The Board of Directors prepared the Group’s business report, consolidated financial statements and loss-to-be-made-up statement for the year of 2020. The consolidated financial statements have been audited by auditors Wu Qiuyan and Jiang Jialing from Deloitte & Touche, with an auditor’s report issued. According to audit of the abovementioned business report, consolidated financial statements and loss-to-be-made-up statement by the board of auditors, no nonconformity has been identified. Hence this report is issued in accordance with the Item 5 of Article 14 of the Securities Exchange Act and Article 219 of the Company Law for your reference.

Yours sincerely

2021 Annual Shareholders’ Meeting of Asia Plastic Recycling Holding Ltd.

Asia Plastic Recycling Holding Limited Convener of the board of auditors: Li Junde

==> picture [123 x 59] intentionally omitted <==

March 22, 2021

  • 107 -

  • IV. Financial statements for the most recent year: Please refer to Appendix I.

  • V. Independent financial statements audited by CPA in the most recent year: The Company only issues the consolidated financial statements of parent company and subsidiaries, and thus it is inapplicable.

  • VI. Difficulties in fund flow of the Company and its affiliates in recent years and as of the date of the annual report, and their impact on the Company’s financial position: None.

  • 108 -

VII. Review and analysis on financial conditions & performance, and risk issues

I. Financial status:

Financial status: Financial status: Financial status:
Unit: *103in New Taiwan Currency
Year
Item

End of 2019
End of 2020 Difference
Amount
Current assets 3,212,035 3,193,602 (18,433) (0.57)
Property, plant and equipment 3,455,834 2,415,261 (1,040,573) (30.11)
Other assets (including
intangible assets)
918,799 924,003 5,204 0.57
Total assets 7,586,668 6,532,866 (1,053,802) (13.89)
Current liabilities 529,092 675,559 146,467 27.68
Long-term liabilities 61,321 62,317 996 1.62
Total liabilities 590,413 737,876 147,463 24.98
Share capital 2,688,547 2,688,547
Capital reserves 3,014,618 3,028,767 14,149 0.47
Retained surplus 2,009,075 696,273 (1,312,802) (65.34)
Cumulative translation
adjustment
(716,985) (619,597) 97,388 (13.58)
Total stockholders’ equity 6,996,255 5,794,990 (1,201,265) (17.17)
Analysis of the reasons for the changes in the two periods which exceed 20% and involve more than NT$ 10
million:
1. Property, plant and equipment: mainly due to the provision for impairment of assets in 2020.
2. Current liabilities and total liabilities: mainly due to the increase of short-term loans in 2020.
3. Retained earnings: mainly due to the operating loss in 2020.
  • 109 -

II. Financial performance:

  1. Comparative analysis of financial performance

Unit: *10[3] in New Taiwan Currency

Unit: * 103in New Taiwan Currency 103in New Taiwan Currency
Year
Item

2019
2020 Difference
Amount %
Total operation revenues 1,258,400
1,008,157

(250,243)

(19.89)
Net Sales 1,258,400
1,008,157

(250,243)

(19.89)
Operating cost 1,527,022
1,486,319

(40,703)

(2.67)
Gross operating profit (loss) (268,622)
(478,162)

(209,540)

78.01
Operating expense 394,339
871,088

476,749

120.90
Operating loss (662,961)
(1,349,250)

(686,289)

103.52
Non-operating income and
expenditure
20,935
36,448

15,513

74.10
Net pre-tax loss (642,026)
(1,312,802)

(670,776)

104.48
Income taxes


Net loss of the current year (642,026)
(1,312,802)

(670,776)

104.48
Analysis of the reasons for the changes in the two years which exceed 20% and involve more than NT$ 10 million:
1. Gross operating profit, operating expense and operating loss: mainly due to the decrease in gross
operating profit and increase in operating expense arising from the provision for impairment of assets
and the recognition of operating cost and operating expense in 2020, which was not the case in 2019.
2. Non-operating income and expenditure: mainly due to the construction investment subsidies obtained
from the government in 2020, which was not the case in 2019.
3. Pre-tax net loss and net loss of the current year: mainly due to the increase of operating loss in the
current year.
  1. Expected sales volume and its basis, possible impact on the future financial affairs and response plan

The Company’s expected sales volume is an estimate of the market demand based on the sales performance in the previous years, and the annual delivery target is set on the basis of comprehensive consideration of the status of main raw materials, suppliers’ condition and delivery period.

  • 110 -

III. Cash flow:

1. Analysis of changes in cash flow:

Year
Item
End of 2019 End of 2020 Ratio of increase (decrease) (%)
Cash flow ratio (%) (64.40) (31.90) 50.47
Cash flow adequacy ratio (%) 149.37 234.57 57.04
Cash reinvestment ratio (%) (3.35) (2.16) 35.52
Analysis of changes in increase/decrease rate:
(1) Cash flow ratio: mainly due to the decrease of net cash inflow from operating activities arising from
the decrease of operating income in the current year.
(2) Cash reinvestment ratio: refer to item (1).

2. Analysis of cash liquidity in the coming year and plan for improvement of liquidity shortage: None.

IV. Influence of major capital expenditure items on financial business in the most recent year

The Company spent NT$ 18,094,000 on the purchase of property, plant and equipment in 2020, which are for the routine maintenance and replacement of the equipment of Fujian and Jiangsu subsidiaries as per the business requirements. According to the comparison between the turnover of property, plant and equipment and the total assets turnover during 2018-2020, the Company’s new property, plant and equipment can generate revenue, and there is no adverse impact on the Company due to the increase of capital expenditure.

Rate of turnover 2018 2019 2020
Turnover of property, plant and
equipment (times)
0.33 0.36 0.35
Turnover rate of total assets (time) 0.15 0.16 0.14
  • 111 -

V. Re-investment analysis in the most recent year

1. Reinvestment policy

The Company is now a professional investment holding company. Its reinvestment policy mainly focuses on business investment, rather than investment in other industries. The reinvestment policy is generally implemented by the department in charge according to the internal control system of “investment cycle” and “procedures for acquisition or disposal of assets”. These measures and procedures should be discussed and approved by the Board of Directors.

2. Main reasons for profit or loss of reinvestment in recent years

Unit: *10[3] in New Taiwan Currency


Unit: *103in New Taiwan Currency
Re-investment
enterprise
Investment loss of
2020
Description
Sansda (BVI) (1,289,454) Recognized reinvestment loss of Sansda (HK) in the current
year
Sansda (HK) (1,289,454) Recognized reinvestment loss of Sansda (Fujian), Sansda
(Jiangsu) and Sansda (HK) Trading in the current year
Sansda (Fujian) (1,054,561) Mainly operating loss
Sansda (Jiangsu) (185,050) Mainly operating loss
Sansda (HK)
Trading
(5,114) Mainly operating loss

3. Investment plan for the coming year

The Company and its subsidiaries currently have no clear capital increase plan, and will, depending on the operating needs, make a capital increase plan in the future, which should be put into force after investment evaluation and relevant approval procedures of the Company.

4. Investment loss improvement plan

The Company’s original profit model is that a large number of recycled plastics are imported and processed into recycled LDPE particles, and the price difference between recycled materials and purchased materials is the Company’s advantage over its peers. However, since China banned the import of waste plastics in 2018, the shortage of recycled materials has caused a huge impact on the plastic recycling industry.

At present, the Company is facing the challenge of industrial policy change. In this context, the Company’s response policy is to continuously expand the sources of recycled waste plastics in China. In 2021, large petrochemical factories lowered new material prices under the pressure of destocking, and the market price of recycled materials also fell. Despite the relatively stable material prices, it is still difficult to acquire recycled LDPE materials of stable quality suitable for foaming. Hence, the Company still focuses on seeking long-term and stable material sources at home and abroad at the present stage to improve the gross profit structure.

  • 112 -

VI. Risk issues

(I) Impact of changes in interest rate and exchange rate and inflation on the Company’s profit and loss, and its countermeasures:

(1) Changes in interest rate

The Company’s interest expense in 2020 was NT$ 8,115,000, accounting for 0.62% of the current pre-tax loss. Hence, the changes in interest rate have little impact on the Company. If the interest rate is expected to fluctuate sharply in the future, and the Company needs to borrow money due to the increasing demand for funds, the Company will not only use the financing instruments in capital markets, but also keep an eye on the interest rate trend and borrow money at fixed or floating interest rates to avoid the risk of interest rate fluctuation.

(2) Exchange rate variation

The operating entities of the Company are Sansda (Fujian) and Sansda (Jiangsu) located in Chinese Mainland. As the target customers are manufacturers and traders in China, the Company’s products are all priced in RMB. In addition, EVA materials, a key raw material of the Company, are imported through traders, and paid in RMB. As a result, the receipts and payments in daily operation of Sansda (Fujian) and Sansda (Jiangsu) are almost in RMB. In addition, the applicant Asia Plastic adopts RMB as its bookkeeping base currency, thus a translation adjustment will be generated in the preparation of consolidated financial statements, which is not caused by the exchange gains and losses arising from transaction. Therefore, the changes in exchange rate have not yet had a significant impact on the Company’s income and profit.

At present, there is no significant risk of exchange rate fluctuation for the operating entities of the Company. However, Asia Plastic, which applies for listing in Taiwan, is very likely to face the risk of exchange rate (RMB to NT$) in the future, due to its distribution of dividends in New Taiwan dollars to domestic investors or conversion of raised funds in New Taiwan dollars into Renminbi. In the face of the risk, the Company’s Finance Department may take the following countermeasures:

Countermeasures:

  • A. Maintain appropriate foreign exchange positions at appropriate time according to the exchange rate trend to meet the operating needs of the Company and its subsidiaries, and reduce the impact of exchange rate fluctuation on the Company’s profitability.

  • B. Keep in close contact with major cooperative banks, and monitor the changes in foreign exchange market at any time, so that relevant personnel can have a full understanding of the trend of exchange rate changes, and make timely adjustments in response to unexpected change in payment currency.

(3) Inflation

The Company’s business is closely related to people’s livelihood consumption, and its principal market is in China. However, the Chinese economy is subject to the impact of global economy, especially in export-oriented people’s livelihood products. After the financial turmoil, the global economy has been in recovery, and governments around the world have created loose monetary conditions to activate the market, thus advancing the economic recovery. However, some countries have huge debts, which cannot be reduced and solved in the short term, and have to rely on international rescue. In this context, other countries tend to raise the interest rate to prevent the pressure of inflation caused by surplus idle funds, which holds back the economic recovery. Due to the continuous speculation in the real estate market and the pressure of inflation, the Chinese government has also begun to reduce money supply. This may

  • 113 -

affect the future economic growth and also people’s livelihood consumption, thus cramping the Company’s performance growth and profit margin. At present, the Company is constantly developing new products, and plans to actively explore new products to cope with the risks brought by future economic changes.

(II) Policies for high-risk and high-leverage investment, loan to others, endorsement and derivative trading, main reasons for profit or loss, and future countermeasures:

Upholding the philosophy of prudent and pragmatic operation, the Company has not made high-risk or high-leverage investment, nor has it lent money to others or provided guarantee for others. The Company has formulated the “Procedures for Lending Money to Others” and “Procedures for Endorsement and Guarantee”. In addition, the Company has formulated the “Procedures for Acquisition and Disposal of Assets” as the basis for risk control in forward exchange transactions that may be conducted in the future to avoid exchange rate risks. The procedure clearly specifies the procedures for trading of financial derivatives.

(III) Future R&D plan and expected R&D expense:

The Company has invested in the field of EVA plastic foam for a long time, and has made considerable achievements in improvement of production technology, output increase, quality optimization and diversification of products. So far, EVA plastic foam has been widely used in many fields, e.g., shoes, luggage, sports equipment, automobile interiors, toys, home supplies and even building materials. Undoubtedly, it is a kind of indispensable base material. However, this material has a variety of properties, and different products may have different requirements for its properties such as softness, plasticity, weight, density and wear resistance. Therefore, the manufacturing of EVA plastic foam requires a long time of experience accumulation and formula development to meet different requirements in different markets. Relying on the long-term technical progress and good cooperation with academic units, the Company has successively developed many products with special functions in recent years, such as antistatic sheet, high-foam sheet, fireproof sheet, heat-insulated sheet, sound-proof sheet and many other high-performance sheets, thus expanding the application of its products to various industries of livelihood products. In the future, the Company will, based on the production technology of special materials, further develop products which can be used as building materials for indoor partition and feature high hardness, light weight and good heat and fire insulation, so as to bring new possibilities into the construction market. Besides, the Company has also invested in the R&D of packaging materials for high-tech products, and applied special antistatic, fireproof and moisture-proof materials as packaging materials for the electronic technology industry to improve the safety in handling and storage. Meanwhile, the Company plans to develop the materials for industrial pipelines such as sand pumping and desilting pipelines. It is expected that the Company will invest more in R&D in the future to develop products with future potential.

New products planned to be developed:

(1) Anti-static and electromagnetic shielding EVA material

It is suitable for special working environment such as electronic, medical and testing rooms, and able to reduce the interference of radio electromagnetic waves and create a sound working environment.

(2) High-pressure-resistant and lightweight silt drainage pipe material for river channels

It is suitable for mobile operations in large rivers and for complex water flow conditions, and features high strength, tolerance and elasticity, different from traditional PVC pipelines.

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  • (3) High-elastic and lightweight EVA material

It is mainly composed of harmless main raw materials and additives, and is suitable for such industries as special packaging, medical equipment and building materials due to good resilience, light weight and high tear strength.

  • (4) Composite EVA material with high density and light weight

It is suitable for high-strength functional shoes, e.g., insoles and soles for professional athletes and combat boots.

  • (5) HIT Automation Process Improvement Project

This project includes replacement of manual operation by 4 workers with three-dimensional pneumatic manipulator, as well as AGV automatic discharging system and automatic blending system for foaming industry, which continuously promotes the automation of the Company’s production line.

  • (6) TPE yoga mat

It is mainly made of environmentally friendly raw materials such as EVA, POE and TPE elastomers, and additives through molding and foaming, and features good comfort, strong skid resistance, high resilience and uneasy deformation. Hence, it is a good protective cushion for yoga.

  • (7) High-performance graphene-EVA composite foam material

It is made of EVA which is the main raw material, and additives such as foaming agent, cross-linking agent, thermoplastic resin, graphene-based antistatic agent (independently developed), graphene-based wearproof agent, graphene-based antibacterial agent and compatilizer. Besides, it is integrated by such technologies as in-situ polymerization, grafting, antistatic and antibacterial treatment, strengthening and toughening, and developed by such technologies as additive synthesis, internal mixing, open mixing, mold curing and foaming. This project addresses the key common technical problems such as binding force of interface between EVA resin and inorganic substances and dispersion of additives in foam materials, and overcomes the technical bottleneck in designing products that have not only excellent wearproof, antibacterial, antistatic and dustproof properties, but also high elasticity.

  • (8) Functional thermoplastic foam material which is wearproof, antiskid and antistatic

According to the R&D plan above, it is expected that the Company will invest more than RMB 12 million in R&D in 2021, accounting for about 3%-3.5% of the revenue. However, the investment in R&D will be planned and adjusted according to the Company’s operating conditions.

  • (IV) Impact of changes in important policies and laws at home and abroad on the Company’s financial business and its countermeasures:

The Company is registered in Cayman Island where financial services are the main economic activity, and mainly operates in Chinese Mainland, one of the major economies in the world. Due to the policy of prohibiting the import of waste plastics ( Implementation Plan for Prohibiting the Entry of Foreign Garbage and Advancing the Reform of the Solid Waste Import Administration System ) published by the Chinese government in 2018, the Company is now actively seeking for domestic sources of waste plastics, developing overseas strategic partners, and continuously evaluating the plans for setting up factories in Eastern Europe, Central Asia, Southeast Asia and even Taiwan, to secure stable supply of recycled plastics in the future.

  • 115 -

(V) Impact of technical changes and industrial changes on the Company’s financial business and its countermeasures:

The Company mainly produces EVA blended foam sheets which have a wide range of applications and are irreplaceable at present. EVA products have diversified properties due to the mixing of different materials, and use of different chemical additives and even different foaming technologies. Therefore, the technical innovation and change in the future will not reduce the use of EVA. Instead, the introduction of more new materials may help to develop new application fields. In the existing application market, products with new properties or functions may always storm the market and result in the elimination of old products, due to a large number of competitors. Therefore, the Company has never stopped its efforts in R&D and is committed to leading the market trends. Meanwhile, R&D personnel are required to pay close attention to the market trends, develop potential markets, and seek for new application needs, which will make great contributions to the Company’s business.

(VI) Impact of corporate image change on corporate crisis management and its countermeasures:

The Company is a professional EVA sheet manufacturer. Since its establishment, the Company has been focusing on its main business, and has been well-known in the market for its diversified high-quality products. It is now under stable operation and has a good reputation. Besides, the Company has attracted a large number of customers from the coastal areas from North China to South China with a sound product image and good reputation. Hence, there is no problem or crisis of corporate image change.

(VII) Expected returns and possible risks of M&A and their countermeasures:

The Company had no plans for M&A in recent years and up to the date of the Report. If there is a plan for M&A in the future, the Company will prudently evaluate whether the M&A can bring benefits to the Company, so as to safeguard the rights and interests of original shareholders.

(VIII) Expected returns and possible risks of plant expansion and their countermeasures:

The Company had no plans to expand its plant in recent years and up to the date of the Report. If there is such a plan in the future, the Company will prudently evaluate whether it can bring benefits to the Company, so as to safeguard the rights and interests of original shareholders.

(IX) Risks of and countermeasures for purchases or sales concentration:

(1) Risk of purchases:

The Company’s main products are foam materials made of EVA, as well as LDPE and other additives by molding and foaming. The raw materials used include EVA raw materials, LDPE raw materials and recycled waste plastics, which can be recycled into EVA blended foam products. The waste plastics should be classified and screened, before they are added into the product process according to the content of different substances. Due to the policy of prohibiting the import of waste plastics ( Implementation Plan for Prohibiting the Entry of Foreign Garbage and Advancing the Reform of the Solid Waste Import Administration System ) published by the Chinese government in 2018, the Company is now actively seeking for domestic sources of waste plastics, developing overseas strategic partners, and continuously evaluating the plans for setting up factories in Eastern Europe, Central Asia, Southeast Asia and even Taiwan, to secure stable supply of recycled plastics in the future.

  • 116 -

(2) Risk of sales:

The Company is a manufacturer of EVA foam materials. Its products are widely applied in many fields, e.g., shoes, luggage, sporting goods, packaging materials for high-tech electronic products, furniture, automobiles and building materials, and have become necessities of life. The current application of Company’s EVA products mainly lies in shoes and luggage, and is extending to other special materials. Due to a long term of engagement in this industry, the Company has developed products diversified in style and specification, thus attracting diversified customers. The Company is also committed to integrating the industry chain, and extending to the downstream in a planned way with the existing advantages of material cost control and the support of upstream and downstream traders. Meanwhile, the Company’s highly processed products continue to grow and win stable orders from well-known supermarkets such as B.TOYS, Wal-Mart, RT-Mart and New Huadu.

(X) Impact, risks and countermeasures of substantial share transfer or exchange by directors, supervisors or majority shareholders (holding more than 10% of the shares):

The Company (Asia Plastic Recycling Holding Limited) was registered and incorporated in Cayman Island in January 2010, planning to apply for listing on Taiwan Stock Exchange as a holding company. In March 2010, the Company issued new shares to exchange for the shares of Sansda Holding Limited held by Ding Holding Limited. After this share exchange, the Company directly held 100% of the shares of Sansda Holding Limited and indirectly held 100% of the shares of SANSD (HK) and Sansda (Fujian), marking the consummation of restructuring. After the restructuring, Ding Holding Limited became the Company’s sole shareholder (the sole shareholder of Ding Holding Limited is Mr. Ding Jinzao, who is also the Chairman of the Company). In order to conform to the relevant regulations on ownership dispersion, promote capital popularization and improve the Company’s shareholder structure, Ding Holding Limited transferred a portion of its shares in the Company as necessary. Despite the restructuring and ownership dispersion, there has been no significant change in the Company’s major business decisions and business management mechanism as of the date of the Report. In addition, the Company has elected three independent directors to strengthen the function of the Board of Directors in executing major decisions and perform effective corporate governance. On the whole, there has been no operational risk caused by substantial share transfer or exchange.

(XI) Impact, risks and countermeasures of changes in management right:

In recent years and up to the date of the Report, there has been no change in the management right of the Company. In addition, the Company has improved corporate governance measures and elected independent directors to enhance the protection for shareholders’ rights and interests. It plans to apply for listing on Taiwan Stock Exchange. After the application is approved by the competent authority, directors, supervisors and majority shareholders will carry out restricted transactions of collective share custody. Therefore, the Company will have no risk of changes in management right in the short term. After listing, the Company will advance capital popularization, share its operating results and profits with shareholders, and receive the sustainable support of shareholders. Therefore, the changes in the management right in the future will not have a significant negative impact on the Company’s management and operating advantages, thereby causing adverse impact and risk on the Company.

  • 117 -

(VII) Litigations or non-litigation cases:

Litigants Date Value of
subject
matter
Case description As of the date of the Report
Plaintiff: The Company
The Defendant:
Glaucus’s Founder
Matthew Wiechert, Chief
Research Officer Soren
Aandahl and other related
persons providing
assistance in China
2014.4.28 Suspected of
manipulating stock
prices in violation of
Paragraph 6, Clause
1, Section 155.1(6) of
the_Securities_
Exchange Act
The case is still under investigation
by Taipei District Prosecutors Office,
and Taipei District Prosecutors Office
has issued an arrest warrant for
Matthew David Wiechert and Soren
Wallace Aandahl.
Facts:
Knowing that it is not forbidden to
affect the trading price of securities in
the centralized trading market, the
two defendants spread rumors or false
information with an aim to lowering
the trading price of the securities of
Asia
Plastic
Recycling
Holding
Limited, and successively published
research reports containing false bad
news on the website of Glaucus
Research
and
entrusted
public
relations companies to spread them
via electronic media, thus affecting
the stock price of Asia Plastic
Recycling Holding Limited. After
being summoned by the US on the
basis of mutual legal assistance, the
two defendants failed to appear, and
both of them are abroad. Given that,
it is believed that the defendants have
escaped.
Accordingly,
an
arrest
warrant was issued.

(XIII) Other important risks and countermeasures: information security risk

Status of information security management, information security policies, information security risks and countermeasures:

(1) Status of information security management:

The Company set up an “Information Security Group” in 2019, in which the General Manager acts as the organizer and under which there are the Information Office, Finance Department, General Management Department and Audit Office. Meanwhile, the Company has formulated an Information Security Policy to control and manage information security, and included information security in the annual audit so that information security matters are regularly reported to the Board Directors every year.

(2) Information security policies

  • 118 -

In order to protect the confidentiality, integrity, availability and compliance of information assets (hardware, software, information, document and personnel related to information processing) and prevent internal and external intentional or accidental threats to information security, the Company has formulated the following information security policies after reviewing its business needs:

A. Information security governance: continuously improve the management system, control risks, and strengthen risk prevention, including enhancing education and training and designing information security infrastructure.

B. Compliance with laws: review and revise the internal operation standards regularly to meet the information security standards and local laws and regulations.

(3) Information security risks:

The Company has taken out electronic equipment insurance for its operating assets such as network equipment. As information security insurance is a new kind of insurance, the Company decides not to take out such insurance currently after evaluation and full consideration of the insurance coverage, claim settlement, claim authentication and authentication institution qualification However, the Company has set up an Information Security Group to deal with the matters related to information system security and crisis management, establish an available information backup mechanism for the information system architecture according to the risk level, evaluate the operational risks and impacts on finance, legal affairs and customers every year, plan, design, and upgrade software and hardware equipment in time, and improve the work flow and other countermeasures, thereby greatly reducing the impact of information security risks. According to the evaluation of the Information Security Group, the Company has no major operational risk in information security.

(4) Countermeasures:

A. Use anti-spam software and firewall, and detect and isolate each email with its attachments and each link in the email, to effectively prevent employees from opening malicious email by mistake.

B. Improve employees’ awareness of information security and division of responsibilities, and carry out continuous information security operations and information security drills.

C. In case of major hazard or damage, start the remote backup mechanism so that the sever can launch and operate services quickly to reduce the impact.

(5) Implementation in 2020:

A. In 2020, the Company held two information security management meetings to review the implementation of information security policies by each unit, and found no risk of information security.

B. In 2020, the Company carried out a remote backup drill to strengthen employees’ response and alertness to information security risks.

VII. Other important events: None.

  • 119 -

VIII. Special disclosure

  • I. Information of affiliates

  • (I) Profile of affiliates

  • Organizational structure of affiliates: Please refer to “II. Company Profile”

2. Basic information of affiliates

2. Basic information of affiliates
Enterprise name Date of
establishment
Address Paid-in capital Main business
Sansda Holding Limited 2009.12 British Virgin Islands USD 1 International investment
Sansda Hong Kong 2010.01 Hong Kong HKD 1 International investment
Sansda (Fujian) Plastic Co., Ltd. 1994.08 Jinjiang City, Fujian Province,
China
HKD 200,000,000 Manufacturing and sale of EVA foam
related products
Sansda (Jiangsu) Environmental
Protection Technology Co., Ltd
2011.02 Jurong City, Jiangsu Province,
China
USD 50,000,000 Manufacturing and sale of EVA foam
related products
Sansda Hong Kong Trading Co., Ltd. 2012.07 Hong Kong RMB 29,300,000 Trade of bulk chemical raw materials
  1. Shareholder information of affiliates presumed to have control and affiliation relationship: None.

  2. Information of the directors, supervisors and general managers of affiliates

Enterprise name Title Name or representative Number of shares held
(note)
Shareholding ratio
(note)
Sansda Holding Limited Director Ding Jinzao USD1 100.00%
Sansda Hong Kong Director Ding Jinzao HKD1 100.00%
Sansda (Fujian) Plastic Co., Ltd. Chairman Ding Jinzao HKD 200,000,000 100.00%
General Manager Ding Zhimeng
Sansda (Jiangsu) Environmental Protection
TechnologyCo.,Ltd
Director/general
manager
Ding Huaxiong
Sansda Hong Kong Trading Co., Ltd. Director Ding Zhiwei

Note: It is not a company limited by shares, so there is no share. Only the amount and ratio of capital contribution are listed.

  • 120 -

5. Overview of the operation of each affiliate

Unit: *10[3] in New Taiwan Currency

Enterprise name Capital
Total
assets
Total
liabilities
Net value
Operating
income
Operating
profit
Current profit and
loss(after-tax)
Earnings per share
after tax (Yuan)
Sansda Holding Limited 0.028 6,730,957
203
6,730,754
-

-

(1,289,454)

(Note 1)
Sansda Hong Kong 0.004 7,549,438
818,481
6,730,957
-

(15)

(1,289,454)

(Note 1)
Sansda (Fujian) Plastic Co., Ltd. 734,000 6,369,774
778,030
5,591,744
621,821

(1,087,313)

(1,054,561)

(Note 1)
Sansda (Jiangsu) Environmental
Protection Technology Co., Ltd
1,424,000 1,086,436
730,763
355,673
386,336

(233,491)

(185,050)

(Note 1)
Sansda Hong Kong Trading Co., Ltd. 128,334 75,203
58,413

16,790

-

-

(5,114)

(Note 1)

Note 1: It is not a company limited by shares, so there are no earnings per share.

Note 2: The above amounts are converted at the exchange rate at the end of 2020.

  1. Industries covered by the business of all affiliates: Refer to Item 2. Note

  2. Division of responsibilities among affiliates when their businesses are related to each other: On Jan. 08, 2010, Asia Plastic Recycling Holding Limited was established in the Cayman Islands, as the holding parent company of the Group and the first applicant for listing in Taiwan. For the organizational structure of reinvestment, please refer to “II. Company Profile-Structure Chart”. The Company also holds 100% of the shares of Sansda (Fujian) Plastics Co., Ltd., Sansda (Jiangsu) Environmental Technology Co., Ltd., andSansda (Hong Kong)Trading Co., Ltd. throughSansda (Hong Kong)Co., Ltd., one of its subsidiaries.

  3. (II) Consolidated financial statements of affiliates: Please refer to Appendix I.

  4. (III) Relationship report: None.

  5. 121 -

II. Handling of private marketable securities in the most recent year and as of the date of printing of the annual report: None.

  • III. Holding or disposal of the Company’s shares by its subsidiaries in the most recent year and as of the date of printing of the annual report: None.

  • IV. Other necessary supplements: None.

  • V. Events that have a significant impact on shareholders’ equity or securities price as stipulated in Section 36.3(2) of the Securities Exchange Act in the most recent year and as of the date of the annual report: None.

  • VI. Significant deviations from the provisions on the protection of shareholders’ rights in China: Please refer to Appendix II.

  • 122 -

Appendix

Audit report

For Asia Plastic Recycling Holding Ltd.:

Opinion

We audited the consolidated balance sheets as at December 31, 2019 and 2020, consolidated statement of changes in equity, consolidated statements of cash flows and notes to the consolidated financial statements (including a summary of major accounting policies) for the period from January 1 to December 31, 2019 and 2020 of Asia Plastic Recycling Holding Ltd. (Asia Plastic Recycle) and its subsidiaries.

In our opinion, the consolidated financial statements above are, in all material aspects, sufficiently prepared as per the Rules of Taiwan for Preparation of Financial Reports by Securities Issuers, International Financial Reporting Standards accepted by the Financial Supervisory Commission, the International Accounting Standards, their interpretation and interpretation announcements to fairly reflect the consolidated financial conditions as at December 31, 2019 and 2020 and the consolidated financial performance and consolidated cash flows in the period from January 1 to December 31, 2019 and 2020 of Asia Plastic Recycling Holding Ltd. and its subsidiaries.

Basis of the opinion

We conducted our audit in accordance with the rules of Taiwan on audit of financial statements by auditors and generally accepted auditing standards. Our responsibilities under these rules and standards are further described in “Our responsibilities for the audit of the consolidated financial statements” section of our report. All employees of our employer subject to independence regulation are independent of Asia Plastic Recycle and its subsidiaries in accordance with the Code of Ethics for Professional Accountants. Furthermore, we have complied with the Code with respect to other responsibilities. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our pinion.

Key items of audit

Key items of audit refer to those most important items in the consolidated financial statements 2020 of Asia Plastic Recycle and its subsidiaries to be audited according to our professional judgment. Since such items were considered during audit of the consolidated financial statements and formation of the audit opinion, no separate opinion is given separately on these items.

Key items audited in the consolidated financial statement 2020 of Asia Plastic Recycle and its subsidiaries are hereby described as follows:

Truthfulness of recognized and presented income from sale of special products

According to Note 19 to the consolidated financial statements, Asia Plastic Recycle and its subsidiaries derived primary income from sale of PE-EVA mixed foam products, and suffered a

  • 123 -

great decline in business income and significant operating loss due to decrease in sources of raw material and orders for the products, while a sharp rise occurred to the gross profit from sale of special products and unit selling prices of the products. Considering the foregoing and according to provisions of the Statements on Auditing on considering income as a significant risk, the truthfulness of recognized and presented income from sale of special products was included as a key item of audit.

We have implemented due audit procedures regarding the abovementioned key items of audit to a specific extent, including:

  • I. Gaining an understanding of and testing the internal control relating to truthfulness of recognized and presented income, such as effectiveness of internal control relating to order handling and shipment, based on which business income was recognized and presented.

  • II. Verifying sampled particulars of business income, outbound orders and invoices for consistency in terms of target customers and amounts; visually checking countersignature of outbound orders by customers and other evidence of delivery.

  • III. Verifying sampled records on collection of accounts receivable in the particulars of business income, payees and target customers for consistency.

Net value loss assessment of real property, factory buildings and equipment and impairment assessment of their use right

As at December 31, 2020, real property, factory buildings and equipment and their use right owned by Asia Plastic Recycle and its subsidiaries amounted to NTD (unless otherwise indicated) 3,218,378,000 in terms of book value, accounting for 49% in the total assets, and thus were considered as major assets. In light of the continuing operating loss suffered by Asia Plastic Recycle and its subsidiaries, the foregoing assets were assessed and showed a sign of impairment; according to the asset valuation report issued by an external independent expert, the Group and its subsidiaries determined the recoverable amount, with recognized and presented impairment loss of NTD 826,938,000 as at December 31, 2020. Considering material accounting estimates involved in impairment loss assessment and assumptions made by the management, impairment assessment of such assets was included as a key item of audit.

For accounting policies applicable to the foregoing asset impairment assessment and relevant matters disclosed, refer to Notes 4, 5, 11, 12 and 20 to the consolidated financial report.

  • 124 -

We have implemented the following audit procedures:

  • I. Evaluating the professional experience, competence and independence of independent assessment experts appointed by the management, discussing with the management about their work scope, and reviewing their appointment conditions, so as to ensure nothing present to affect their objectivity or constituting any restriction on their work scope.

  • II. Evaluating the reasonableness of methods and major assumptions adopted by the independent experts engaged by the management in preparing the asset assessment report.

  • III. Verifying the integrity of data and correctness of impairment loss recognition and presentation assessed by the independent experts engaged by the management.

Responsibilities of the management and those charged with governance for the consolidated financial statements

The management has the responsibility to prepare and fairly present the consolidated financial statements according to the Rules of Taiwan for Preparation of Financial Reports by Securities Issuers, International Financial Reporting Standards accepted by the Financial Supervisory Commission, the International Accounting Standards, their interpretation and interpretation announcements, and maintain necessary internal control relating to the consolidated financial statements, so as to ensure the consolidated financial statements are free from material misstatements, whether due to fraud or errors.

As at preparation of the consolidated financial statements, the management also has the responsibility to assess the ability of Asia Plastic Recycle and its subsidiaries to continue as going concerns, disclosure of related matters and the going concern basis of accounting, unless it either intends to liquidate Asia Plastic Recycle and its subsidiaries or cease operations, or has no realistic alternative but to do so.

Those charged with governance of Asia Plastic Recycle and its subsidiaries (including board of auditors) have the responsibility to oversee the financial reporting process.

Our responsibilities for the audit of the consolidated financial statements

Our objective in auditing the consolidated financial statements is to obtain reasonable assurance regarding whether the consolidated financial statements are free from any material misstatement, whether due to fraud or errors, and to issue an auditor’s report. Reasonable assurance is a high, but not absolute, level of assurance, which means we may not have detected all material misstatements in the consolidated statement during our audit conducted according to the generally accepted audit standards. Misstatements can arise from fraud or errors, and are considered material if, individually or in the aggregate, they could reasonably be expected to influence economic decisions of users taken on the basis of the consolidated financial statements.

We have exercised professional judgment and have maintained professional skepticism throughout the audit, in accordance with the generally accepted auditing standards. We performed the following work:

  • 125 -

  • I. Identifying and assessing the risks of material misstatement of the consolidated financial statements due to fraud or errors; designing and performing audit procedures responsive to those risks; obtaining 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 one resulting from errors, as fraud may involve collusion, forgery, intentional omissions, misrepresentations or override of internal control.

  • II. Obtaining an understanding of internal control relevant to 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 internal control of Asia Plastic Recycle and its subsidiaries.

  • III. Evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.

  • IV. Concluding 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 ability of Asia Plastic Recycle and its subsidiaries to continue as going concerns. If we conclude that a material uncertainty exists, we are required to draw attention to our auditor’s report to 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 Asia Plastic Recycle and its subsidiaries ceasing to continue as going concerns.

  • V. Evaluating the overall presentation, structure and content of the consolidated financial statements (including notes thereto), and whether the consolidated financial statements represents the underlying transactions and events in a manner that achieves fair presentation.

  • VI. Obtaining audit evidence, with respect to financial information of individuals comprising the Group, which is sufficient and appropriate to provide a basis for our opinion on the consolidated financial statements. We are also responsible for directing, supervising and performing the group audit, and give our opinion on the group audit.

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 findings in internal control that we identify during our audit.

We also provide those charged with governance an independence statement indicating our compliance with the independence requirement of the Code of Ethics for Professional Accountants, and communicate with them about relationships and other matters (including related protective measures) that may be considered to have an impact on our independence.

  • 126 -

We determine, among communications with those charged with governance, key items of audit in the consolidated financial statements 2020 of Asia Plastic Recycle and its subsidiaries. We clearly described such items in the auditor’s report, unless disclosure of certain items was prohibited by law, or in rare cases, we decide not to communicate about any special item since according to reasonable anticipation such communication would produce more negative impact than public interest.

Deloitte Touche Tohmatsu Limited Accountant, Wu Qiuyan Accountant, Jiang Jialing

Approval number from Securities Approval number from Securities and Futures Commission and Futures Commission TCZLZ No. 0920123784 TCZLZ No. 0920123784

Date: March 22, 2021

For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.

  • 127 -

Asia Plastic Recycling Holding Ltd. and Its Subsidiaries

Consolidated Balance Sheet

December 31, 2019 and 2020

Unit: *10[3] in New Taiwan Currency

Code

1100
1136
1150
1170
1200
1310
1419
11XX

1600
1755
1760
1920
1990
15XX
1XXX
Code

2102
2108
2170
2219
2399
21XX

2570
2XXX

3100
3110
3200
3310
3320
3350
3300
3400
3410
3XXX
Asset
Current assets
Cash (Notes 4 and 6)
Financial assets measured based on amortized cost (Note 7)
Notes receivable (Notes 8, 19 and 27)
Net accounts receivable (Notes 4, 8 and 19)
Other receivables
Inventory (Notes 4 and 9)
Prepayments
Total current assets
Non-current assets
Real property, factory buildings and equipment (Notes 4, 5,
11, 26, 27 and 28)
Right-of-use assets (Notes 4, 5, 12 and 27)
Investment real property (Notes 4, 13 and 26)
Refundable deposits
Other non-current assets
Total non-current assets
Total assets
Liabilities and equity
Current liabilities
Short-term borrowings (Notes 14 and 27)
Other short-term borrowings – stakeholders (Note 26)
Accounts payable (Note 15)
Other payables (Notes 12 and 16)
Other current liabilities
Total current liabilities
Non-current liabilities
Deferred tax liabilities (Notes 4, 5 and 21)
Total liabilities
Interests attributable to owners of the Group (Notes 4 and 18)
Share capital
Ordinary share capital
Capital reserves
Retained surplus
Legal surplus reserves
Special surplus reserve
Undistributed profit (loss to be made up)
Total retained profit
Other interests
Exchange differences of the translation of the financial
statements in foreign operations
Total equity
Total liabilities and equities
December 31,2020
Amount
%
$ 1,297,562
20
1,314,000
20
75,601
1
214,020
3
3,847
-
269,982
4
18,590

1
3,193,602
49
2,415,261
37
803,117
12
118,871
2
2,015
-
-

-
3,339,264
51
$ 6,532,866
100
$ 188,340
3
159,616
2
232,502
4
80,479
1
14,622

-
675,559
10
62,317

1
737,876
11
2,689,547
41
3,028,767
46
708,876
11
716,985
11

729,588)
(11)
696,273
11

619,597)
(
9)
5,794,990
89
$ 6,532,866
100
December 31,2020
Amount
%
$ 1,297,562
20
1,314,000
20
75,601
1
214,020
3
3,847
-
269,982
4
18,590

1
3,193,602
49
2,415,261
37
803,117
12
118,871
2
2,015
-
-

-
3,339,264
51
$ 6,532,866
100
$ 188,340
3
159,616
2
232,502
4
80,479
1
14,622

-
675,559
10
62,317

1
737,876
11
2,689,547
41
3,028,767
46
708,876
11
716,985
11

729,588)
(11)
696,273
11

619,597)
(
9)
5,794,990
89
$ 6,532,866
100
December 31,2019 December 31,2019 December 31,2019
Amount
$ 1,297,562

1,314,000

75,601
214,020
3,847
269,982
18,590

3,193,602

2,415,261

803,117

118,871
2,015
-

3,339,264

$ 6,532,866

$ 188,340
159,616
232,502
80,479
14,622

675,559

62,317

737,876

2,689,547

3,028,767

708,876

716,985


729,588)

696,273


619,597)

5,794,990

$ 6,532,866
Amount
$ 1,329,823

1,293,000

86,256
206,623
6,731
264,440
25,162

3,212,035

3,310,861

914,173

144,973
1,940
2,686

4,374,633

$ 7,586,668

$ 163,780
-
274,373
88,200
2,739

529,092
61,321

590,413

2,689,547

3,014,618

708,876
460,100
840,099

2,009,075


716,985)

6,996,255

$ 7,586,668
%














(

(


















(

(

















(

















(

18
17
1
3
-
3
-
42
44
12
2
-
-
58
100
2
-
4
1
-
7
1
8
35
40
9
6
11
26

9)
92
100

Notes hereto constitute a part of the consolidated financial statements.

Chairman: Ding Jinzao Manager: Ding Zhimeng

Accounting officer: Wang Weiming

  • 128 -

Asia Plastic Recycling Holding Ltd. And its subsidiaries

Consolidated Income Statement

January 1 – December 31, 2019 and 2020

Unit: *103in New Taiwan Currency, if Unit: *103in New Taiwan Currency, if Unit: *103in New Taiwan Currency, if Unit: *103in New Taiwan Currency, if Unit: *103in New Taiwan Currency, if Unit: *103in New Taiwan Currency, if
Per-share loss amounting to NTD
2020 2019
Code Amount % Amount %
Business income (Notes 4, 19
and 26)
4100 Sales revenue
$ 989,190 98 $ 1,240,593
99
4300 Lease income
18,967 2
17,807
1
4000 Total operating
income 1,008,157 100 1,258,400
100
5000 Operating costs (Notes 9, 11,
12, 20 and 26) 1,486,319 148
1,527,022
122
5900 Gross operating loss
( 478,162) ( 48)
( 268,622)
( 22)
Operating expenses (Notes 11,
12 and 20)
6100 Marketing expense 50,111 5
56,352
5
6200 Administrative expense 771,922 76
280,102
22
6300 R&D expenses 39,245 4
52,425
4
6450 Expected credit
impairment loss 9,810 1
5,460
-
6000 Total operating
expenses 871,088 86
394,339
31
6900 Net operating loss
( 1,349,250) ( 134)
( 662,961)
( 53)
Non-business income and
non-operating expenditure
(Note 20)
7100 Interest income 32,619 3
34,598
3
7190 Other incomes 14,274 2
1,092
-
7020 Other profits and losses (
2,330 )

-
(
5,638 )
-
7050 Financial cost
( 8,115) ( 1)
( 9,117)
( 1)
7000 Total non-business
income and
non-operating
expenditure 36,448 4
20,935
2
7900 Net pre-tax loss
( 1,312,802 ) ( 130 ) (
642,026 )
( 51 )

(To be continued)

  • 129 -

(Continued)

Code
7950
Income tax (Notes 4, 5 and
21)
8200
Net loss of the current year

8300
Other consolidated profits and
losses
8310
Items not reclassified
into profits or losses
8341
Currency translation
difference (Note
18)
8500
Total consolidated profits and
losses of the year
8600
Net loss attributable to:
8610
Owner of the company

8700
Total consolidated profits and
losses attributable to:
8710
Owner of the company

Per-share loss (Note 22)
9750
General

9850
Dilution
2020

Notes hereto constitute a part of the consolidated financial statements.

Chairman: Ding Jinzao Manager: Ding Zhimeng Accounting officer: Wang Weiming

  • 130 -

Asia Plastic Recycling Holding Ltd. And its subsidiaries

Consolidated statement of changes in equity

January 1 – December 31, 2019 and 2020

Unit: *10[3] in New Taiwan Currency

Code
A1 Balance on January 1, 2019
Profit distribution in 2018 (Note 18)
B3
Special surplus reserve
D1 Net loss in 2019
D3 Other after-tax consolidated profits and losses in
2019
D5 Total consolidated profits and losses in 2019
N1 Employee stock option cost (Note 23)
Z1 Balance on December 31, 2019
Profit distribution in 2019 (Note 18)
B3
Special surplus reserve
D1 Net loss in 2020
D3 Other after-tax consolidated profits and losses in
2020
D5 Total consolidated profits and losses in 2020
N1 Employee stock option cost (Note 23)
Z1 Balance on December 31, 2020
Chairman: Ding Jinzao
Ordinary share
capital
Capital
reserves
Retained surplus Shareholders' equity
Others
Shareholders' equity
Others
Total equity Total equity
Foreign operating agency

Conversion of financial
statements
Exchange difference
Legal surplus
reserves
Special surplus
reserve
Undistributed surplus
(Losses to be made
up)










$ 460,100)

-
-
256,885)
256,885)

-
716,985)

-
-

97,388

97,388

-
$ 619,597)


(
(
(



(

(

$ 7,863,082
-

642,026 )
256,885)
898,911)
32,084
6,996,255
-
1,312,802 )
97,388
1,215,414)
14,149
$ 5,794,990
  • 131 -

Asia Plastic Recycling Holding Ltd. And its subsidiaries

Consolidated Cash Flow Statement

January 1 – December 31, 2019 and 2020

Unit: *10[3] in New Taiwan Currency

Code
Cash flow from operating activities
A10000
Pre-tax net loss of the current year

A20010
Earnings, expenses and losses
A20100
Depreciation costs
A20200
Amortization expense
A20300
Expected credit impairment loss
A20900
Financial cost
A21200
Interest income

A21900
Employee stock option
compensation cost
A22500
Loss from disposal of real property,
factory buildings and equipment
(benefit)
A23700
Retention (reverse) of allowance for
loss from inventory depreciation
A23700
Non-financial asset impairment loss
A29900
Others
Net change of business assets and
liabilities
A31130
Notes receivable
A31150
Accounts receivable

A31180
Other receivables
A31200
Inventories

A31230
Prepayments
A32150
Accounts payable

A32180
Other payables

A32230
Other current liabilities

A33000
Cash outflow from operations

A33100
Collected interest
A33300
Paid interest

AAAA
Net cash outflow from operations

Cash flow from investment activities
B00040
Acquisition of financial assets measured
by post-amortization cost
B00060
Principal repayment of financial assets
measured by post-amortization cost
B02700
Purchase of real property, factory
buildings and equipment
B03700
Increase in deposits paid
2020
( $ 1,312,802 )
282,716
-
9,810
8,115
(
32,619 )
14,149
(
4 )
19,626


826,938
2,655
12,054

(
13,797 )
2,825

(
23,570 )
6,982
(
46,327 )
(
8,747 )

11,857

(
240,139 )
32,781
(
8,115)

(
215,473)

( 1,314,000 )
1,314,000

(
18,094 )
(
44 )
2019
( $ 642,026 )
299,558
63
5,460
9,117
(
34,598 )
32,084

5,334
(
2,063 )
-
4,519
(
73,299 )

22,126
(
2,490 )
(
48,451 )
11,255

54,002
(
6,861 )
(
210)
(
366,480 )
34,880
(
9,117)
(
340,717)
( 1,341,000 )
1,341,000
(
25,639 )

-

(To be continued)

  • 132 -

(Continued)

Code
B02800
Payments received for disposal of real
property, factory buildings and
equipment
BBBB
Net cash outflow from investment
activities
Cash flow of financing activities
C00100
Increase in short-term borrowings
C00200
Decrease in short-term borrowings

C01800
Other borrowings – increase in
stakeholders
CCCC
Net cash inflow of financing
activities
DDDD Impact of fluctuations in exchange rate on
cash
EEEE
Net reduction of cash

E00100 Cash balance at beginning of the year

E00200 Year-end cash balance

Notes hereto constitute a part of the consolidated financial statements.

Chairman: Ding Jinzao

Manager: Ding Zhimeng

Accounting officer: Wang Weiming

  • 133 -

Asia Plastic Recycling Holding Ltd. And its subsidiaries

Notes to consolidated financial statements

January 1 – December 31, 2019 and 2020

(Unless otherwise specified, the amount shall be in 1,000 TWD)

I. Company history

Asia Plastic Recycling Holding Limited (hereinafter referred to as the “Company”) was founded in the British Cayman Islands on Jan. 08, 2010. It mainly applied for organizational restructuring with respect to the purchase and sale of stocks listed in Taiwan Stock Exchange (TWSE). After restructuring, the Company became a holding company of SANSD (Fujian) Plastic Co., Ltd. (hereinafter referred to as “SANSD Fujian”).

The Company stocks were listed on TWSE for transaction as from August 17, 2011, with the stock symbol of 1337.

The Company and all its subsidiaries have the functional currency in CNY. Since the Company is a listed company in Taiwan, amounts are converted from CNY to TWD in these Consolidated Financial Statements, to improve its comparability and consistency.

II. Date and procedures of financial statements

These Consolidated Financial Statements was released by the Board of Directors on March 22, 2021.

III. Application of new and revised standards and interpretations

  • (I) International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations and SIC Interpretation Notice (hereinafter referred to as “IFRSs”) recognized and released by the Financial Supervisory Commission (hereinafter referred to as “FSC”) are applied for the first time.

  • Except as stated below, application of the amended IFRSs recognized and released by FSC shall not lead to material change in accounting policies of the Company and members under its control (hereinafter referred to as the “Consolidated Company”):

“Definition of materiality” in the amendments to IAS 1 and IAS 8

As from Jan. 01, 2020, the Consolidated Company shall apply the amendments, in which the definition of materiality was amended to “may be reasonably expected to affect the user” and in addition, disclosures of the Consolidated Financial Statements were adjusted and non-material information that might possibly fuzz up any material information were deleted.

  • 134 -

IAS 1 and IAS 8 are applied for the first time, with no influence on assets, liabilities and equities of the Consolidated Company on Jan. 01, 2020.

  • (II) IFRSs recognized by FSC and applied in 2021

Effective date of International New/ amended/ revised standards and Accounting Standards Board interpretations (IASB) publication Amendment to IFRS 4 [applicable to Become effective from the date expansion of temporary exemption of of publication. IFRS 9] Amendments to IFRS 9, IAS 39, IFRS 7, Become effective within the IFRS 4 and IFRS 16 [interest rate annual reporting period benchmark reform – phase 2] commenced after Jan. 01, 2021. Amendment to IFRS 16 [COVID-19 Become effective within the related] annual reporting period commenced after June 01, 2020.

As of the date issuing these Consolidated Financial Statements, the Consolidated Company has continued to assess the influence of those amendments to other standards & interpretations on its financial conditions and performance; and related effects shall be disclosed upon completion of assessment.

  • (III) IFRSs released by IASB but has not been recognized and released by FSC
New/ amended/ revised standards and
interpretations
[Annual improvement during 2018~2020]
Amendment to IFRS 3 [update]
Amendments to IFRS 10 and IAS 28 [sale]
IFRS 17 [insurance]
Amendment to IFRS 17
Amendment to IAS 1 [classification]
Amendment to IAS 1 [disclosure]
Amendment to IAS 8 [definition]
Amendment to IAS 16 [property, plant and
equipment: proceeds before intended use]
Amendment to IAS 37 [onerous contract –
contract performance cost]
Effective date of IASB
publication(note 1)
January 1, 2022 (Note 2)
January 1, 2022 (Note 3)
TBD
January 1, 2023
January 1, 2023
January 1, 2023
January 1, 2023 (Note 6)
January 1, 2023 (Note 7)
January 1, 2022 (Note 4)
January 1, 2022 (Note 5)
  • Note 1: Unless otherwise expressly indicated, the foregoing new/ amended/ revised standards and interpretations shall become effective during the annual reporting period after the respective date.

  • Note 2: Amendment to IFRS 9 shall be applicable to the exchange of financial liabilities or clause revision during the annual reporting period as from Jan. 01, 2022.

  • 135 -

  • Note 3: This amendment is applicable to the business combination with the acquisition date is within the annual reporting period as from Jan. 01, 2022.

  • Note 4: This amendment is applicable to the property, plant and equipment reaching the necessary place and status as expected by the management as from Jan. 01, 2021.

  • Note 5: This amendment is applicable to the contract under which all obligations have not been performed on Jan. 01, 2022.

  • Note 6: This amendment is applicable to the extension of the annual reporting period as from Jan. 01, 2023.

  • Note 7: This amendment is applicable to the change in accounting estimates and policies happened during the annual reporting period as from Jan. 01, 2023.

Besides the foresaid effects, as of the date issuing these Consolidated Financial Statements, the Consolidated Company has continued to assess the influence of those amendments to other standards & interpretations on its financial conditions and performance; and related effects shall be disclosed upon completion of assessment.

IV. Summary of significant accounting policies

  • (I) Compliance statement

These Consolidated Financial Statements are prepared in accordance with the guidelines for preparation of financial statements for securities issuer of the Republic of China as well as IFRSs recognized and released by FSC.

  • (II) Basis of preparation

Except the financial instruments measured at fair value, these Consolidated Financial Statements are prepared on the basis of historic cost.

Fair value measurement can be divided into Classes 1~3 as per the observability and significance of related input values:

  1. Class 1 input value: means the quotation (unadjusted) of same assets or liabilities that can be obtained on the measurement date on an active market.

  2. Class 2 input value: means the direct (i.e. price) or indirect (i.e. derived from price) observable input value of assets or liabilities, other than the quotation in Class 1.

  3. Class 3 input value: means the non-observable input value of assets or liabilities.

  4. 136 -

  5. (III) Standards for classification of assets and liabilities as current and non-current

Current assets include:

  1. Assets mainly held for transaction purpose;

  2. Assets expected to be realized within 12 months after the date of balance sheet; and

  3. Cash (but excluding cash restricted for exchange or discharging liabilities later than 12 months after the date of balance sheet).

Current liabilities include:

  1. Liabilities mainly held for transaction purpose;

  2. Liabilities to be discharged within 12 months after the date of balance sheet (even though the long-term refinancing or rescheduling payment agreement that has been completed from the date of balance sheet to the date of financial report is also current liabilities), and

  3. Liabilities of which discharge period cannot be unconditionally extended to the period at least within 12 months after the date of balance sheet. Only when the liabilities may possibly be discharged by issuing equity instrument at the choice of the transaction parties, the classification will not be affected.

Those assets or liabilities other than the foregoing shall be classified as non-current assets or liabilities.

  • (IV) Basis of consolidation

These Consolidated Financial Statements include the financial statements of the Company as well as members (subsidiaries) under its control. Financial statements of the subsidiaries have been properly adjusted, to make their accounting policies consistent with those adopted by the Consolidated Company. When the Consolidated Financial Statements are prepared, transaction between various members, account balance, revenues and expenses have been written off, in full amount.

For detailed information of subsidiaries, shareholding ratio and business items, refer to Note 10 as well as Schedule 4 & 5.

  • (V) Foreign currency

When financial statements of various members of the Consolidated Company are prepared, as to the transaction conducted in any currency (foreign) other than the functional currency, the foreign currency shall be converted into the functional currency with the exchange rate prevailing on the transaction date, for record.

All items in foreign currency shall be converted with the closing rate on the date of balance sheet. Exchange difference from closing or conversion of monetary items shall be recognized in current profit or loss.

  • 137 -

Non-monetary items in foreign currency measured at fair value shall be converted with the exchange rate prevailing on the date determining the fair value; and the exchange difference therefrom shall be listed in the current profits and losses. If the change in fair value is listed in other comprehensive profits and losses, the exchange difference therefrom shall be listed in other comprehensive profits and losses.

When the Consolidated Financial Statements are prepared, assets and liabilities of the foreign operating agency of the Consolidated Company shall be converted in TWD with the exchange rate prevailing on the date of balance sheet. Revenues and expenses shall be converted with the average current rate and the exchange difference therefrom shall be listed in other comprehensive profits and losses.

  • (VI) Inventories

Inventory shall include raw materials, work-in-process and finished goods. Inventory shall be measured as per the lower value between cost and net realizable value. Except for the inventory of same category, cost and net realizable value shall be compared on the basis of individual items. Net realizable value is the estimated selling price under normal circumstances, less the estimated cost to be invested until completion and the estimated cost associated with the eventual sale. Inventory cost shall be calculated by weighted average method.

  • (VII) Property, plant and equipment

Property, plant and equipment shall be listed by cost and subsequently, measured by cost minus accumulated depreciation and accumulated impairment loss.

Property, plant and equipment under construction shall be listed by cost minus accumulated impairment loss. Cost includes the professional fees and the amount from capitalization of borrowing cost conforming to capitalization conditions as well as amortization of land use right during the plant construction (assets listed in the right of use). Those assets that have been completed and reached the expected service state shall be included in the appropriate classification of property, plant and equipment, and started to be listed for depreciation.

Property, plant and equipment shall be listed for depreciation by straight-line method, and every major portion shall be separately listed for depreciation. The Consolidated Company shall inspect the estimated service life, residual value and depreciation method prior to the closing date of every year. Influence from change in accounting estimates shall be handled in a deferred manner.

  • 138 -

When the property, plant and equipment are derecognized, balance between the net disposal proceeds and the carrying amount of assets shall be recognized in profit or loss.

(VIII) Investment property

Investment property means the property held for earning rent or for capital appreciation, or for both (including properties under construction for that purpose).

Self-owned investment property shall be initially measured by cost (including transaction cost) and subsequently, measured by cost minus accumulated depreciation and accumulated impairment loss. The Consolidated Company shall use the straight-line depreciation method.

Investment property under construction shall be recognized by cost minus accumulated impairment loss. Cost includes the professional fees and the amount from capitalization of borrowing cost conforming to capitalization conditions as well as amortization of land use right during the plant construction (assets listed in the right of use). Such assets shall be started to be listed for depreciation when they reach the expected service state.

When the investment property is derecognized, balance between the net disposal proceeds and the carrying amount of assets shall be recognized in profit or loss.

  • (IX) Impairment of property, plant and equipment, right-of-use assets and investment property

On the date of balance sheet, the Consolidated Company shall assess whether there is any indication that property, plant, equipment, right-of-use assets or investment property has been possibly impaired. If there is any indication of impairment, recoverable amount of such assets shall be estimated. Provided that recoverable amount of any individual asset cannot be estimated, the Consolidated Company shall estimate the recoverable amount of the cash generating unit to which such assets belong. Shared-use assets shall be the min cash generating unit apportioned on a reasonable and consensus basis.

Recoverable amount is the fair value minus selling cost or use value (the higher prevails). Provided that recoverable amount of any individual asset or cash generating unit is lower than its carrying amount, decrease the carrying amount of such asset or cash generating unit to the recoverable amount, and impairment loss shall be recognized in profit or loss.

Where the impairment loss will be reversed subsequently, carrying amount of such asset or cash generating unit shall be increased to the recoverable amount after revision, but the amount after increase shall not exceed the carrying amount (less depreciation) of such asset or cash generating unit determined

  • 139 -

when impairment loss was not recognized in previous year. Reversal of the impairment loss shall be recognized in profit or loss.

  • (X) Financial instruments

Financial assets and liabilities shall be recognized in the consolidated balance sheet when the Consolidated Company becomes a party to the contractual provisions of the instruments.

Provided that the financial assets or liabilities are not measured at fair value through profit or loss when they are recognized initially, such assets or liabilities shall be measured by fair value plus transaction cost directly attributable to acquisition or issue of financial assets or liabilities. Transaction cost directly attributable to acquisition or issue of financial assets or liabilities measured at fair value through profit or loss shall be immediately recognized in profit or loss.

  1. Financial assets

Regular transaction of financial assets shall be recognized and derecognized on the date of transaction.

  • (1) Category of measurement

Financial assets held by the Consolidated Company shall be the financial assets measured at amortized cost.

Subsequent to initial recognition, financial assets at amortized cost (including cash, as well as financial assets, notes & accounts receivable, other receivables and refundable deposits measured at amortized cost) shall be measured at amortized cost, which equals to gross carrying amount determined by the effective interest method less any impairment loss. Any exchange gain or loss of foreign currency shall be recognized in profit or loss.

Interest revenue is calculated by the effective interest rate to the gross carrying amount of the financial assets, except for:

  • A. Purchased or originated credit-impaired financial asset, for which interest revenue is calculated by multiplying the effective interest rate after credit adjustment by the amortized cost of the financial asset; and

  • B. Financial asset that is other than purchased or originated credit-impaired category but has subsequently become credit-impaired, for which interest revenue is calculated by multiplying the effective interest rate in the next reporting period upon credit impairment to the amortized cost of the financial asset.

  • 140 -

Credit-impaired financial asset means that the issuer or the debtor has encountered significant financial difficulty, or violated the contract; the debtor will probably enter bankruptcy or undergo other financial reorganization; or the active market may disappear due to financial difficulty.

  • (2) Impairment of financial assets

On the date of balance sheet, the Consolidated Company shall recognize the impairment loss of the financial assets (including accounts receivable) measured at amortized cost, as the expected credit losses.

Loss allowance for accounts receivable shall be recognized as per the lifetime expected credit lost. For all other financial assets, firstly assess whether there is a significant increase in credit risk since initial recognition. If there is no significant increase, loss allowance shall be recognized as per 12-month expected credit loss; but in case of significant increase, loss allowance shall be recognized as per the lifetime expected credit loss.

Expected credit loss reflects the weighted average of credit loss with the risk of a default occurring as the weights. 12-month expected credit loss means such loss arising from possible default events that occur within 12 months after the reporting date of the financial instrument; while lifetime expected credit loss means such loss caused by all possible default events over the expected life of the financial instrument.

For internal credit risk management purposes, the Consolidated Company determines that the following situations indicate that a financial asset is in default (without taking into account any collateral held):

  • A. Internal or external information show that the debtor is unlikely to discharge the liabilities.

  • B. When a financial asset is overdue for at least 90 days unless there is reasonable and corroborative information to support a more lagged default criterion.

For impairment loss of all financial assets, the carrying amount shall be adjusted through a loss allowance account.

(3) Derecognition of financial assets

The Consolidated Company shall derecognize the financial asset only when the contractual rights to the cash flows from the

  • 141 -

financial asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.

When the financial asset at amortized cost is derecognized in its entirety, difference between its carrying amount and the sum of consideration received shall be recognized in profit or loss.

  1. Equity instrument

Debt and equity instruments issued by the Consolidated Company are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of financial liability and equity instrument.

Equity instrument issued by the Consolidated Company shall be recognized at the proceeds received, net of direct issue costs.

Repurchase of the Company’s own equity instruments is recognized and deducted directly in equity. No gain or loss is recognized in profit or loss on the purchase, sale, issue or cancellation of the Company’s own equity instruments.

  1. Financial liabilities

  2. (1) Subsequent measurement

Financial liabilities held by the Consolidated Company shall be measured at amortized cost using the effective interest method.

  • (2) Derecognition of financial liabilities

When the financial liability is derecognized, difference between its carrying amount and the consideration paid (including any non-cash assets transferred or liabilities assumed) shall be recognized in profit or loss.

  • (XI) Revenue recognition

The Consolidated Company shall recognize the revenue when the performance obligations are identified by the customer, the transaction price is allocated to various performance obligations and all performance obligations are satisfied.

Revenue from sale of goods is EVA blended foam. In accordance with the contract, the customer shall assume the responsibility for resale and bear the risk for commodity obsolescence with respect to the determined price and use right when EVA blended foam etc. are delivered to the customer, and the Consolidated Company shall recognize the revenue and accounts receivable thereupon.

  • 142 -

(XII) Leasing

On the date of contract establishment, the Consolidated Company shall assess whether the contract is a lease.

  1. The Consolidated Company as lessor

  2. Leases are classified as finance leases whenever the terms of a lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

Payments for operating leases shall be recognized as revenue on a straight-line basis over the term of the relevant leases.

  1. The Consolidated Company as lessee

  2. Except for low-value asset leases and short-term leases accounted for applying a recognition exemption where payments are recognized as expenses on a straight-line basis over the lease term, all other leases are recognized as right-of-use assets and lease liabilities at the commencement date of lease.

Right-of-use assets are land use rights held by the subsidiaries in the Chinese mainland, and are subsequently measured at cost less accumulated depreciation and impairment losses. Right-of-use assets are presented separately in the consolidated balance sheet.

  - Right-of-use assets are depreciated using the straight-line method during the lease term.
  • (XIII) Retirement benefits

  • Subsidiaries – SANSD (Fujian) Plastic Co., Ltd. and SANSD (Jiangsu) Environmental Protection Technology Co., Ltd. have participated in the pension plans decided by the local governments in the light of the local laws and regulations, and allocated and deposited the pension in the local governments in definite proportions of the employees’ salary at regular intervals. It belongs to the defined contribution pension plan. During the period when the employees render service, the pension amount allocated shall be recognized in current expenses.

  • (XIV) Employee stock option

  • Employee stock option means that the optimal estimates equivalent to the sum of fair value of the equity instrument on the grant date and the expected vesting shall be recognized in expenses on a straight-line basis within the vesting period, and meanwhile, capital reserves – employee stock option shall be adjusted. If it is vested immediately on the grant date, all amounts shall be recognized in expenses on the grant date.

  • 143 -

On the date of balance sheet, the Consolidated Company shall correct the estimates of the employee stock options for the expected vesting. Provided that the initial estimates are corrected, the amount affected shall be recognized in profit or loss, to make the accumulated cost reflect the estimates corrected and relatively adjust the capital reserves – employee stock option.

(XV) Income tax

Income tax expense represents the sum of current income tax and deferred tax.

  1. Current income tax

The Consolidated Company shall decide the current income (loss) in compliance with the local regulations with jurisdiction over corresponding income tax and calculate the income tax payable (recoverable) hereby.

Adjustments of income tax payable in previous years shall be listed in the current income tax.

  1. Deferred income tax

Deferred income tax shall be calculated as per the temporary differences between the carrying amount of assets and liabilities stated in the Consolidated Financial Statements and the corresponding tax bases used in the calculation of taxable profits. Deferred income tax liabilities are generally recognized for all taxable temporary differences; while deferred income tax assets are probably recognized for all deductible temporary differences and unused loss carry-forwards to the extent that it is probable that taxable profits will be available against which these deductible temporary differences can be used. If the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit, the resulting deferred income tax asset or liability shall not be recognized.

The carrying amount of deferred income tax assets shall be reviewed at the date of balance sheet and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. A previously unrecognized deferred income tax asset shall also be reviewed at the date of balance sheet and increased to the extent that it is probable that future taxable profits will allow all or part of the asset to be recovered.

Deferred income tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the assets are realized or the liabilities are settled, based on tax rates and tax laws that have been enacted or substantively enacted no later than the date of balance sheet.

  • 144 -

The measurement of deferred income tax liabilities and assets reflects the tax consequences based on the manner in which the Consolidated Company expects, at the date of balance sheet, to recover or settle the carrying amount of its assets and liabilities.

  • V. Main sources of significant accounting judgments, estimates and hypothetical uncertainty

When the Consolidated Company applies the accounting policies, its management must make judgments, estimates and assumptions with respect to related information that is not readily apparent from other sources, on the basis of historical experience and other factors that are considered relevant. Actual results may differ from these estimates.

The Consolidated Company has considered the economic implications of COVID-19 on critical accounting estimates and the management will review the estimates and underlying assumptions on an ongoing basis. Revisions to accounting estimates are recognized in the year in which the estimate is revised if the revision affects only that year, or in the year of the revision and future years if the revision affects both current and future years.

Impairment of property, plant and equipment, and right-of-use assets

It shall be assessed as per the recoverable amount of property, plant and equipment as well as right-of-use assets (i.e. fair value of such assets minus selling cost). Recoverable amount of such assets will be affected by change in market conditions and in such a case, the Consolidated Company may be required to recognize the impairment loss additionally or reverse the impairment loss recognized.

VI. Cash

VI. Cash
VII.
VIII.
Cash
Demand deposits in bank
Financial assets at amortized cost
Fixed deposit with the original
maturity over 3 months
Annual interest rate (%)
Net notes and accounts receivable
Notes receivable
Created through operation
December 31,2020
$ 1,236
1,296,326
$ 1,297,562
December 31,2020
$ 1,314,000
2.25
December 31,2020
$ 75,601
December 31,2019
$ 336
1,329,487
$ 1,329,823
December 31,2019
$ 1,293,000
2.25
December 31,2019
$ 86,256
  • 145 -
Accounts receivable
Created
through
operation

measured at amortized cost
Gross carrying amount

Less: Loss allowance

$ 238,147

24,127

$ 214,020
$ 220,766
14,143
$ 206,623

(I) Notes receivable

At the date of balance sheet, the Consolidated Company has no any note receivable that has been overdue but allowance for doubtful accounts has not been recognized.

Aging analysis of notes receivable is as below:

Within 90 days
91-180 days
More than 180 days
December 31,2020
$ 45,825
29,689

87
$ 75,601
December 31,2019 December 31,2019






$ 48,530
37,726

-
$ 86,256

It is aging analysis based on the date of account opening above.

The Consolidated Company has transferred a part of notes receivable of banker’s acceptance by endorsement to the supplier for payment. Please refer to Notes 25 and 27.

(II) Accounts receivable

The Consolidated Company offers an average credit period of 30~150 days for commodity sales. To mitigate the credit risk, the Consolidated Company has designated the specialist personnel to decide the credit line and take charge of credit approval and other monitoring procedures, so as to assure that appropriate actions have been taken to recover the overdue receivables. In addition, the Consolidated Company shall review the recoverable amount of all receivables at the date of balance sheet, to assure that appropriate impairment loss has been recognized for the unrecoverable receivables. Therefore, the Consolidated Company management believes that the credit risk has been decreased significantly.

The Consolidated Company shall recognize the loss allowance for receivables as per the lifetime expected credit loss. Lifetime expected credit loss shall give consideration to the past default record and current financial conditions of various customers and further classify the customer groups as per the credit loss of the Consolidated Company. In addition, expected credit loss rate shall be determined according to the aging of receivables.

  • 146 -

If it is evidenced that the counterparty is suffering severe financial difficulty and the Consolidated Company cannot reasonably expect the recoverable amount, i.e. the counterparty is winding up, the Consolidated Company shall directly write off related receivables, but recourse will continue and the amount recovered from resource shall be recognized in profit or loss.

Loss allowance for accounts receivable measured by the Consolidated Company is as follows:

  1. December 31, 2020

Customer group 1

Expected credit loss rate (%)
Gross carrying amount
Loss allowance
(lifetime expected credit loss)
Amortized cost
Customer group 2
Expected credit loss rate (%)
Gross carrying amount
Loss allowance
(lifetime expected credit loss)
Amortized cost
1-90
days
91-120
days
121-150
days
151-180
days
151-180
days
180-365
days
More than 365
days
Total
0.5~1.5
$ 189,342
(1,412)

$ 187,930
3
5
$ 14,195 $ 3,710
(
426)
(
185)
$ 13,769
$ 3,525
91-120
days
121-150
days
10
20
100
$ 4,530 $ 5,899
$ 2,740

(
453)
(1,180)
(2,740)

$ 4,077
$ 4,719
$ -

151-180
days
180-365
days
More than 365
days
$ 220,416
(6,396)
$ 214,020
Total


1-90
days
-
$ -
-
$-
-
-
$ -
$ -
-
-
$-
$-
-
$ -
-
$-
100
100
$ 3,200
$ 14,531

(3,200)
(14,531)
$-
$-
$ 17,731
(17,731)
$-
  • 147 -

2. December 31, 2019

Customer group 1


Expected credit loss rate (%)
Gross carrying amount
Loss allowance (lifetime
expected credit loss)
Amortized cost
1-90 days
91-120
days
121-150
days
151-180
days
180-365
days
More than 365
days
Total
0.6~0.11
3
$ 180,060 $ 12,533
(1,636)
(376
)
(
$ 178,424
$ 12,157
5
$ 9,687
484
)
(
$ 9,203
10
$ 4,878
488
)
(
$ 4,390
20
100
$ 2,967
$ 2,107

593
)
(2,107)

$ 2,374
$-
$ 212,232
(5,684)
$ 206,548

Customer group 2


Expected credit loss rate (%)
Gross carrying amount
Loss allowance (lifetime
expected credit loss)
Amortized cost
1-90 days
91-120
days
121-150
days
151-180
days
180-365
days
More than 365
days
Total
-
-
-
-
100
100
$ -
$ -
$ -
$ -
$ 2,726
$ 5,808
$ 8,534
-
-
-
-
(2,726)
(5,733)
(8,459)
$-
$-
$-
$-
$-
$ 75
$ 75

Change in loss allowance for accounts receivable is as below:

Balance at the beginning of
the year
Allowance in current year
Write-off in current year
Net exchange difference
Year-end balance
2020
$ 14,143
9,810
-

174
$ 24,127
2019



(
(
$ 9,587
5,460

412 )

492)
$ 14,143

IX. Inventories

Raw materials
Work in process
Finished products
December 31, 2020
$ 155,152
32,364

82,466
$ 269,982
December 31, 2019 December 31, 2019




$ 161,204
37,023
66,213
$ 264,440

Composition of operating costs is as follows:

Inventory-related selling cost
Impairment loss of property, plant and
equipment as well as right-of-use assets
2020
$ 1,035,758
287,253
2019
$ 1,392,047
-
  • 148 -
Depreciation of leased assets and
related taxes
Allowance (reversal) for inventory
falling price loss
Idle capacity loss (note)

36,509
19,626
(
107,173

$ 1,486,319
36,227

2,063 )
100,811
$ 1,527,022

Note: Including related cost during the downtime arising from the influence of COVID-19

  • X. Subsidiary

Subsidiaries incorporated in the Consolidated Financial Statements

Various entities preparing these Consolidated Financial Statements are as follows:

Investor name
The Company

BVI SANSD

SANSD (Hong Kong)
Co., Ltd.


Name of subsidiary
BVI SANSD
SANSD (Hong Kong) Co., Ltd.
SANSD (Fujian) Plastic Co., Ltd.
SANSD (Jiangsu) Environmental
Protection Technology Co., Ltd.
SANSD (Hong Kong) Trade Co.,
Ltd.
Shareholding ratio
December
31, 2020
December
31, 2019
100
100
100
100
100
100
100
100
100
100
Description
(I)
(II)
(III)
(IV)
(V)
  • (I) SANSD (BVI) Holding Co., Ltd (hereinafter referred to as “BVI SANSD) was founded in British Virgin Islands in December 2009 and mainly engages in investment business.

  • (II) SANSD (Hong Kong) Co., Ltd. (hereinafter referred to as “SANSD Hong Kong”) was founded in Hong Kong in January 2010 and mainly engages in investment business.

  • (III) SANSD (Fujian) Plastic Co., Ltd. (hereinafter referred to as “SANSD Fujian”) was founded in Jinjiang City, Fujian Province, P.R. of China in August 1994, and mainly engages in the manufacturing and sale of EVA blended foam (including sole sheets, bag sheets, special & ordinary sheets, rubber foam, high elastic foam, anti-static and flame-retardant foam) by recycling of waste plastics.

  • (IV) SANSD (Jiangsu) Environmental Protection Technology Co., Ltd. (hereinafter referred to as “SANSD Jiangsu”) was founded in Jurong City, Jiangsu Province, P.R. of China in January 2011, and mainly engages in the manufacturing and sale of EVA blended foam by recycling of waste plastics. SANSD Jiangsu commenced production and operating activities since May 2014.

  • (V) SANSD (Hong Kong) Trading Co., Ltd. (hereinafter referred to as “SANSD Hong Kong Trading”) was founded in Hong Kong in July 2012 and mainly engages in trade of bulk chemical raw materials.

  • 149 -

XI. Property, plant and equipment

2020

Cost
Balance on January 1, 2020
Addition
Disposal
Net exchange difference
Balance on December 31,
2020
Accumulated depreciation
Balance on January 1, 2020
Depreciation costs
Disposal
Net exchange difference
Balance on December 31,
2020
Accumulated impairment
Balance on January 1, 2020
Impairment loss
Net exchange difference
Balance on December 31,
2020
Net amount at Dec. 31,
2020
Houses and
buildings
$ 5,368,495
30,708
-
87,474
$ 5,486,677
$ 1,299,388
172,092
-
25,022
$ 1,496,502
$ 1,170,682
623,434
23,314
$ 1,817,430
$ 2,172,745
Mechanical
equipment
Mechanical
equipment

Transportation
equipment

$ 71,213
293
(
1,519 )
1,099
$ 71,086
$ 63,335
369
(
1,367 )
982
$ 63,319
$ -
905
6
$ 911
$ 6,856
Office equipment
$ 109,250
132
(
17 )
1,777
$ 111,142
$ 76,744
3,613
(
15 )
1,345
$ 81,687
$ 24,739
1,554
413
$ 26,706
$ 2,749
Office equipment
$ 109,250
132
(
17 )
1,777
$ 111,142
$ 76,744
3,613
(
15 )
1,345
$ 81,687
$ 24,739
1,554
413
$ 26,706
$ 2,749
Unfinished project
and equipment to
be inspected
$ 107,369
(
35,267 )
-
1,599
$ 73,701
$ -
-
-
-
$-
$ 7,068
8,543
174
$ 15,785
$ 57,916
Total





$ 754,587
22,050
-
12,434
$ 789,071
(
(
(
(


(


(

$ 6,410,914
17,916
1,536 )
104,383
$ 6,531,677

$ 458,097
55,995
-
8,714
$ 522,806

$ 1,897,564
232,069
1,382 )
36,063
$ 2,164,314

$ -
90,645
625
$ 91,270
$ 174,995

$ 1,202,489
725,081
24,532
$ 1,952,102

$ 2,415,261

2019

2019
Cost Houses and
buildings
$ 5,567,337
452
-
-

199,294)
$ 5,368,495
$ 1,167,787
179,947
-
Mechanical
equipment




(



Transportation
equipment

$ 73,857

-

-

-

2,644)
$ 71,213
$ 65,112

575

-
Office equipment
$ 113,144

195
(
36 )

-
(
4,053)
$ 109,250
$ 73,423

6,213
(
32 )
Unfinished
project and
equipment to be
inspected
$ 104,646
2,294
-
4,665

4,236)
$ 107,369
$ -
-
-
Total
$ 792,808

16,537
(
18,333 )
(
7,728 )
(
28,697)
$ 754,587
$ 430,164

59,928
(
12,225 )

(

$ 6,651,792
19,478
(
18,369 )
(
3,063 )
(
238,924)
$ 6,410,914
$ 1,736,486
246,663
(
12,257 )
Balance on January 1,
2019
Addition
Disposal
Re-classification
Net exchange
difference
Balance on December
31, 2019
Accumulated
depreciation

(
Balance on January 1,
2019
Depreciation costs
Disposal
  • 150 -
Re-classification
Net exchange
difference
(
Balance on December
31, 2019

Accumulated
impairment
- (
2,322 )

48,346)
(
17,448)
(
$ 1,299,388
$ 458,097

$ 1,214,142
$ -


43,460)

-

$ 1,170,682
$ -

$ 2,898,425
$ 296,490

-

2,352)
(
$ 63,335

$ -


-
(
$ -

$ 7,878

-

2,860)

$ 76,744

$ 25,658


919)
(
$ 24,739

$ 7,767
-
(
2,322 )

-
(
71,006)
$ -
$ 1,897,564
$ 7,331
$ 1,247,131

263)
(
44,642)
$ 7,068
$ 1,202,489
$ 100,301
$ 3,310,861
Balance on January 1,
2019

Net exchange
difference
(
Balance on December
31, 2019

Net amount at Dec. 31,
2019

Due to significant operating losses, there is an indication that the evaluated asset value of the Consolidated Company has been impaired. The Consolidated Company decides the recoverable amount based on the asset valuation report issued by independent experts, and a part of property, plant and equipment have their recoverable amounts lower than the carrying amount. Therefore, subsidiaries – SANSD Fujian and SANSD Jiangsu recognized the impairment loss totally 725,081 thousands at the end of 2020 and listed such amount in the operating costs and expenses in the consolidated statement of comprehensive income. Asset valuation report issued by the independent experts uses the cost method for valuation and it belongs to Class 3 measurement at fair value.

Depreciation for property, plant and equipment of the Consolidated Company is calculated by using the straight-line method as per the following service life:

Houses and buildings
Main plant buildings 20 years
Plant foundation reinforcement 5 years
Mechanical equipment 5~10 years
Transportation equipment 5 years
Office equipment 5 years

The Consolidated Company commenced the following major activities that affect cash and non-cash items in 2020 and 2019 – information about cash outflow from acquisition of property, plant and equipment is as below:

Addition of property, plant and
equipment
Decrease in prepaid equipment
payment
Decrease in equipment payables
Cash payment
2020
$ 17,916
-
178
$ 18,094
2019


$ 19,478
(
1,341 )

7,502
$ 25,639
  • 151 -

The Consolidated Company set mortgage for property, plant and equipment amount as the loan guarantee. Please refer to note 27.

XII. Right-of-use asset

Carrying amount of right-of-use
assets
Land
Depreciation expense of
right-of-use assets
Land
December 31, 2020
$ 803,117
2020
$ 22,825
December 31, 2019 December 31, 2019
$ 914,173
2019
$ 23,837

Right-of-use assets refer to the land use rights of various subsidiaries in Chinese mainland.

Land for the original site of the subsidiary – SANSD Fujian was acquired by CNY 81,446 thousands in the previous years. For the purpose of plant expansion, use rights for the land adjacent to the original site was acquired from the Villagers Committee of Jiangtou Village Chendai Township Jinjiang City at the amount of CNY 126,040,000 in September 2011, and construction of new plant and production lines were conducted. With respect to the foresaid land use rights, state-owned land use rights certificates of P.R. of China have been obtained. The economic life is 50 years. Those use rights will be terminated upon the period from December 2056 to June 2064 in succession.

The subsidiary – SANSD Jiangsu acquired the land around 150 mu (among which, 145mu land has obtained the state-owned land use rights certificate) for plant construction from Jurong Economic Development Zone Jiangsu Province, at the amount of CNY 58,609,000 in 2010; and the outstanding payment is CNY 830,000 approximately and listed in other payables. Moreover, SANSD Jiangsu acquired the land about 2 mu for plant construction from Jurong Municipal Bureau of Land and Resources Jiangsu Province, at the amount of CNY 391,000 (including land deed tax) in 2015 and the land use rights certificate has been obtained. The foresaid land use rights have the economic life of 50 years and will be terminated upon the period from June 2062 to August 2065 in succession.

Due to significant operating losses, there is an indication that the evaluated asset value of the Consolidated Company has been impaired. The Consolidated Company decides the recoverable amount based on the asset valuation report issued by independent experts, and a part of land use rights have their recoverable amounts lower than the carrying amount. Therefore, subsidiaries – SANSD Fujian and SANSD Jiangsu recognized the impairment loss totally 101,857,000 at the end of 2020 and listed such

  • 152 -

amount in the operating costs and expenses in the consolidated statement of comprehensive income. Asset valuation report issued by the independent experts uses the comparison method by referring to similar properties for valuation and it belongs to Class 3 measurement at fair value.

The Consolidated Company set mortgage for land use rights as the loan guarantee. Please refer to note 27.

XIII. Investment property

2020
Cost
Balance on January 1, 2020
Net exchange difference
Balance on December 31, 2020
Accumulated depreciation
Balance on January 1, 2020
Depreciation costs
Net exchange difference
Balance on December 31, 2020
Net amount at Dec. 31, 2020
2019
Cost
Balance on January 1, 2019
Net exchange difference
Balance on December 31, 2019
Accumulated depreciation
Balance on January 1, 2019
Depreciation costs
Net exchange difference
Balance on December 31, 2019
Net amount at Dec. 31, 2019
Houses and
buildings
Houses and
buildings









(



(

$ 502,328
8,158
$ 510,486
$ 357,355
27,822
6,438
$ 391,615
$ 118,871
$ 520,976
18,648)
$ 502,328
$ 341,580
29,058
13,283)
$ 357,355
$ 144,973
  • 153 -

The foresaid investment properties are plants and offices leased to the related parties. For details about the lease, refer to note 26.

Depreciation for investment properties of the Consolidated Company shall be calculated on a straight-line basis as per 20-year service life.

Fair value of investment properties of the Consolidated Company was CNY 170 million and 250 million on Dec. 31, 2020 and Dec. 31, 2019 respectively.

Fair value at Dec. 31, 2020 was appraised by using the asset valuation report issued by independent experts for reference.

Fair value at Dec. 31, 2019 was estimated by using the appraisal of the independent experts involved on Dec. 31, 2018 for reference.

XIV. Short-term loans

XV.
XVI.
Guaranteed loan
Bank loan (note 27)
Range of annual interest rate (%)
Accounts payable
Accounts payable
Created through operation
Other payables
Wages and bonuses payable
Payables on equipment
Expenses
for
land
use
right
payable (note 12)
Others
December 31, 2020
$ 188,340
4.35
December 31, 2020
$ 232,502
December 31, 2020
$ 34,006
13,820
3,636
29,017
$ 80,479
December 31, 2019 December 31, 2019
$ 163,780
5.003~5.16
December 31, 2019
$ 274,373
December 31, 2019






$ 34,697
13,998
3,578
35,927
$ 88,200

XVII. Post-employment benefit plan

In accordance with the local government regulations of subsidiaries – SANSD Fujian and SANSD Jiangsu, the endowment insurance amounting to 26% of the local standard

  • 154 -

wage and salary shall be paid to the competent government departments, among which 18% shall be contributed by the company and 8% shall be contributed by the employees. For details about endowment insurance borne by the Company in each period, please refer to note 20.

XVIII. Equity

  • (I) Share capital Ordinary Shares
Ordinary Shares

Authorized shares
Authorized capital stock
Issued and fully paid-up shares
Issued Share Capital
Unit: 1,000 shares/ thousand TWD
December 31, 2020 December 31, 2019

360,000

360,000
$ 3,600,000
$ 3,600,000

268,955

268,955
$ 2,689,547
$ 2,689,547






360,000
$ 3,600,000
268,955
$ 2,689,547

Issued ordinary shares have the face value of 10 Yuan per share and each share has one right to vote and receive dividends.

  • (II) Capital reserves

Change in various capital reserves is as follows:

Premium of share issuance

Used for covering
deficit, issuing
cash or
capitalization

Share capital

(Note 1)

Balance on January 1, 2020 $ 2,959,612

Employee stock option cost
(Note 23)

-

Balance on December 31,
2020
$ 2,959,612

Balance on January 1, 2019 $ 2,959,612

Employee stock option cost
(Note 23)

-

Balance on December 31,
2019
$ 2,959,612
Used for covering
deficit, issuing
cash or
capitalization

Share capital

(Note 1)
Used for covering
deficit, issuing
cash or
capitalization

Share capital

(Note 1)
Only used
for
Reparable
loss
(Remark 2)
Employee stock
option
Not for
any purpose
(Note 3)
Total
$ 2,959,612


-

$ 2,959,612

$ 2,959,612


-

$ 2,959,612
$ 1,534

-







$ 53,472


14,149

$ 67,621

$ 21,388


32,084

$ 53,472
$ 3,014,618

14,149
$ 3,028,767
$ 2,982,534

32,084
$ 3,014,618
$ 1,534
$ 1,534

-
$ 1,534
  • 155 -

  • Note 1: This type of capital reserves shall be used for covering deficit and also for issuing cash or capitalization if there is no deficit; but capitalization shall be restricted to a certain percent of the paid-in capital stock every year. When organizational structure of the Company is included, it is generated from the difference between equity amount of SANSD Fujian and capital stock issued for the base date of restructuring at the establishment date of the Company, the portion of new shares issued for cash increment over the face value, as well as employee stock compensation granted.

  • Note 2: This type of capital reserves is a compensatory stock option for employees where a part of issued shares shall be reserved in accordance with Taiwan Company Act in case of cash increment.

  • Note 3: Capital reserves – employee stock option cannot be used for any purpose

  • (III) Retained earnings and dividend policy

In accordance with the distribution policy of earnings as defined in the Articles of Association of the Company, if there are earnings in the annual settlement, the Company shall firstly withdraw & pay all related taxes, cover accumulated losses and set aside the legal capital reserves (unless the total legal capital reserves equal to the total amount of issued capital of the Company) and special capital reserves in accordance with the listing (OTC) rules; and then, according to the resolution of the regular shareholders meeting, distribute the dividends at 10% of the distributable remaining earnings of the current year to the shareholders as per the shareholding ratio, among which cash dividends shall account for 10% of the total dividends distributed at the least. The Company shall also allocate the dividends by using the undistributed earnings in previous years according to the resolution of the regular shareholders meeting.

In accordance with these Articles of Association of the Company, legal surplus reserves shall be used to cover deficit and if there is no deficit, the portion of legal surplus reserves in excess of 25% of the total paid-in capital stock shall be distributed in cash, besides capitalization.

In accordance with JGZF Zi No. 1010012865 Letter and Rules Related to Setting Aside Special Surplus Reserves after Following IFRSs etc., the Company shall list and reverse the special surplus reserves.

The Company passed the loss make-up proposals for year 2019 and 2018 through the resolution of regular shareholders meeting held on June 15, 2020 and June 14, 2019 respectively, and the listed special surplus reserves were 256,885,000 and 209,152,000 respectively.

  • 156 -

The Company passed the loss make-up proposal for year 2020 presented by the Board of Directors on March 22, 2021 and the reversed special surplus reserves were 97,388,000 (resolution of the regular shareholders meeting held in June 2021 is required).

  • (IV) Exchange differences of the translation of the financial statements in foreign operations
Balance at the beginning of the year
Exchange differences of the translation
of the financial statements in foreign
operations
Year-end balance
2020
( $ 716,985 )
97,388
($ 619,597)
2019
( $ 460,100 )
(256,885)
($ 716,985)

Due to the change in exchange rate between CNY – the functional currency and TWD – the reporting currency of the financial statements in 2020 and 2019, from 4.31 and 4.47 at the beginning of the year to 4.38 and 4.31 at the end of the year, shareholders’ equity recognized directly were increased by 97,388,000 and decreased by 256,885,000 respectively.

XIX. Income

(I) Contract balance

Net notes and accounts
receivable
December 31,
2020

$ 289,621
December 31,
2019
$ 292,879
January 1,
2019
$ 258,469
  • (II) Breakdown of customer contract revenue

  • 2020

Income type
Income from commodity sales

Lease income

Reporting department Reporting department Reporting department Reporting department Reporting department

Total
SANSD
Fujian
$ 602,854

18,967
$ 621,821
SANSD
Jiangsu
$ 386,336

-
$ 386,336
Others






$ -

-
$ -
$ 989,190

18,967
$ 1,008,157
  • 157 -

2019

Income type
Income from commodity sales

Lease income

Reporting department
SANSD
Fujian
SANSD
Jiangsu
Others
$ 809,902 $ 430,312 $ 379

17,807

-

-

$ 827,709
$ 430,312
$ 379
Reporting department
SANSD
Fujian
SANSD
Jiangsu
Others
$ 809,902 $ 430,312 $ 379

17,807

-

-

$ 827,709
$ 430,312
$ 379
Total
SANSD
Fujian
$ 809,902

17,807

$ 827,709
SANSD
Jiangsu
$ 430,312

-

$ 430,312
$ 1,240,593

17,807
$ 1,258,400

XX. Net pre-tax loss

Net pre-tax loss includes the following items:

(I) Interest income

Interest income
Bank deposit
Financial assets at
amortized cost
Other incomes
Subsidy income
Others
2020
$ 3,712
28,907
$ 32,619
2020
$ 13,782
492
$ 14,274
2019




$ 4,409
30,189
$ 34,598
2019




$ -
1,092
$ 1,092
  • (II) Other incomes

Subsidy income is the reward and subsidy granted by Jiangsu Jurong Economic Development Zone Development & Construction Co., Ltd to the subsidiary –SANSD Jiangsu for its contributions to local economic development.

(III) Other profits and losses

Net profits (losses) on foreign
currency exchange
Profits (losses) from disposal of
property, plant and equipment
Others
2020
( $ 20 )
4
(2,314)
($ 2,330)
2019
$ 3
( 5,334 )
(
307)
($ 5,638)
  • 158 -
(IV) Financial cost
Interest on bank loan
(V)
Non-financial asset impairment loss
Property, plant and equipment

Right-of-use asset


Summarized as per functional
category
Operating cost

Operating expense


(VI) Depreciation and amortization expenses
Property, plant and equipment

Right-of-use asset

Investment property

Other intangible assets


Depreciation expenses summarized
as per functional category
Operating cost

Operating expense


Amortization of other intangible
assets summarized as per functional
category
Operating expense








  • 159 -

(VII) Employee benefit

Short-term benefits
Retirement benefits (note 17)
Defined distribution plan
Share-based payment (note 23)
Summarized as per functional
category
Operating cost
Operating expense
2020
$ 218,494
1,216
219,710
14,149
$ 233,859
$ 119,250
114,609
$ 233,859
2019














$ 235,599
12,192
247,791
32,084
$ 279,875
$ 160,557
119,318
$ 279,875

As of Dec. 31, 2020 and Dec. 31, 2019, the Consolidated Company had 819 employees and 777 employees respectively.

The Company allocated the employee & director remunerations by deducting the pre-tax earnings before distribution of employee and director remunerations in the current year, at the ratio no less than 2% and no higher than 1%. The Company had net pre-tax loss in 2020 and 2019 and thus, employee & director remunerations were not estimated and listed.

Information about employee & director remunerations decided by the Company’s Board of Directors can be obtained via the market observation post system of TWEX.

(VIII) Profits (losses) on foreign currency exchange

Total profits on foreign currency
exchange
Total losses on foreign currency
exchange
Net profits (losses) on exchange
2020
$ 6,411
6,431)
$ 20)
2019

(
(

(
$ 6,939
6,936)
$ 3
  • 160 -

21. Income tax

  • (I) Income tax recognized in profit or loss

Accounting income and income tax are adjusted as follows:

2020 2019
Net loss from continuing operations
before tax ($ 1,312,802) ($ 642,026)
Income tax revenue calculated as
per statutory rate, for net pre-tax
loss ( $ 309,903 ) ( $ 149,823 )
Non-deductible loss when taxable
income is decided 10,723 17,917
Loss carry-forwards unrecognized 118,334 153,223
Temporary difference unrecognized 180,846 ( 21,317)
$
-
$ -

The Company as well as its subsidiaries – BVI SANSD and SANSD Hong Kong are free from business income tax in accordance with the local laws. In addition, the subsidiary – SANSD Hong Kong is expected to obtain the dividend revenue from the earnings of subsidiaries in Chinese mainland, at 10% tax rate as defined in related provisions of the P.R. of China, and related deferred income tax liabilities are recognized.

Since the subsidiary – SANSD Hong Kong Trading has no operating activities in Hong Kong, no tax payable shall be paid in accordance with Hong Kong laws.

The subsidiaries – SANSD Fujian and SANSD Jiangsu adopt the statutory tax rate of 25% in accordance with the Enterprise Income Tax Law of the People’s Republic of China.

  • (II) Deferred income tax liabilities

Change in deferred income tax liabilities is as follows:

  • 161 -

2020

2020
Deferred income tax
liabilities
Temporary difference
10% dividend
tax from
earnings in
Chinese
mainland

2019
Deferred income tax
liabilities
Temporary difference
10% dividend
tax from
earnings in
Chinese
mainland
Balance at the
beginning of
theyear
Recognized in
profit or loss
Net
exchange
difference
Year-end
balance
$ 61,321
$ -

Balance at the
beginning of
theyear
Recognized in
profit or loss
$ 996

Net
exchange
difference
$ 62,317
Year-end
balance
$ 63,598
$ -
(
$ 2,277)
$ 61,321
  • (III) Unused loss carry-forwards and deductible temporary difference of deferred income tax assets unrecognized in the consolidated balance sheet
Loss carry-forwards
Due in 2020
Due in 2021
Due in 2022
Due in 2023
Due in 2024
Due in 2025
Deductible temporary
difference
2020
$ -
76,128
79,786
514,900
595,618
473,344
$ 1,739,776
$ 1,910,571
2019






$ 56,183
74,911
78,510
506,671
590,950
-
$ 1,307,225
$ 1,079,816
  • 162 -

(IV) Related information about unused loss carry-forwards

As of Dec. 31, 2020, related information about loss carry-forwards is as below:

Balance not deducted
$ 76,128
79,786
514,900
595,618

473,344
$ 1,739,776
Final deduction year


2021
2022
2023
2024
2025

22. Loss per share

Net loss and weighted average number of ordinary shares used by the Company for calculation of loss per share are as follows:

Net loss of the current year
Number of shares
Weighted
average
number
of
ordinary shares
2020
$ 1,312,802)
2020
268,955
2019
( ( $ 642,026)
2019
268,955

Since there were net losses in 2020 and 2019, potential ordinary shares with dilution effect will not be listed.

Provided that the Consolidated Company chooses to give the employee remuneration by stock or in cash, it shall assume that employee remuneration will be given by stock when diluted earnings per share are calculated, and weighted average number of outstanding shares shall be counted when the potential ordinary stock has dilution effects, so as to calculate the diluted earnings per share. When diluted earnings per share are calculated before issuing the shares for employee remuneration as per the resolution for the next year, dilution effect of the potential ordinary shares shall also be taken into consideration.

23. Shared-based payment agreement

The Company granted 20,000 units of employee stock option in April 2018, and each unit allowed the acquisition of 1,000 ordinary shares. They were granted to the employees satisfying the specified conditions of the Company and its subsidiaries. All stock options have the duration of 10 years, and the holders can exercise the stock

  • 163 -

option at the granted ratio as from 2 years upon issuance. Exercise price of the stock options is the closing price of ordinary shares of the Company at the date of issue, i.e. 11.2 Yuan. Provided that there is any change in ordinary shares of the Company after issuing the stock option, exercise price of the stock options shall be adjusted as per the prescribed formula.

Related information about employee stock option is as below:

Employee stock option
Granted in current year
Outstanding at the end of period
Exercisable at the end of period
Weighted average fair value of
stock option granted in the current
year (Yuan)
Year 2020 and 2019 Year 2020 and 2019
Unit (thousand)
20,000
20,000

-
$ 3.65
Weighted average
exercise price
(Yuan)



$ 11.2
11.2

Remuneration costs recognized in 2020 and 2019 were 14,149,000 and 32,084,000 respectively.

24. Capital risk management

The Consolidated Company performs the capital management to maximize the shareholders remuneration by optimizing the balance of debts and equity, on the premise that keeping all group members continuing their operations.

Capital structure of the Consolidated Company is comprised of net debt (i.e. loan minus cash) of the Consolidated Company and equities attributable to the Company owners (i.e. capital, capital reserves, retained earnings and other equities).

The Consolidated Company does not have to abide by other provisions for external capital.

25. Financial instruments

  • (I) Fair value information – financial instruments that are not measured at fair value

  • Management of the Consolidated Company believes that the carrying amount of financial assets & liabilities that are measured at fair value is close to their fair value.

  • 164 -

(II) Category of financial instruments

December 31, 2020 December 31, 2019

Financial assets Measured at amortized cost (note 1) $ 2,907,045 $ 2,924,373

Financial liabilities Measured at amortized cost (note 2) 660,937 526,353

  • Note 1: Balance includes cash, financial assets measured at amortized cost, and notes & accounts receivable, other receivables, refundable deposits, and such financial assets measured at amortized cost.

  • Note 2: Balance includes short-term loan, other short-term loan – related parties, accounts payable, other payables and such financial liabilities measured at amortized cost.

  • (III) Objectives and policy of financial risk management

Main financial instruments of the Consolidated Company include cash, notes & accounts receivable, accounts payable, other payables and loans. Financial departments of the Consolidated Company shall render services to various business units, and by means of the internal risk reports in accordance with risk analysis as per the risk degree and extent, supervise and control the financial risks related to operation of the Consolidated Company. Those include market risks (including exchange rate and interest rate risks), credit risks and liquidity risks.

The financial departments shall present reports to the management of the Consolidated Company on a regular basis.

1. Market risk

Operating activities of the Consolidated Company will lead to main financial risks such as change in foreign currency exchange rate (see (1) below) and change in interest rate (see (2) below) that should be borne by the Consolidated Company.

  • (1) Foreign exchange risk

For carrying amount of the monetary assets and liabilities of the Consolidated Company valued in non-functional currency at the date of balance sheet (including monetary items valued in

  • 165 -

non-functional currency that have been written off in the Consolidated Financial Statements), refer to note 30.

Sensitivity analysis

The Consolidated Company is mainly affected by fluctuation of USD exchange rate.

Sensitivity analysis is conducted for the Consolidated Company when CNY (functional currency) exchange rate to USD is increased and decreased by 1%. Sensitivity analysis only includes the outstanding monetary items in foreign currency and conversion at the end of the period shall be adjusted as per 1% exchange rate change. The scope of sensitivity analysis shall be bank loans.

When CNY exchange rate to USD is increased by 1%, net pre-tax loss of the Consolidated Company was increased by 2,000 and 4,000 Yuan in 2020 and 2019 respectively.

(2) Interest rate risk

Carrying amount of the financial assets and liabilities exposed to interest rate risk at the date of balance sheet is as below:

Cash flow interest rate risk
Financial assets
Financial liabilities
December 31,
2020

$ 1,296,326
188,340
December 31,
2019
$ 1,329,487
163,780

Sensitivity analysis

The following sensitivity analysis is decided by the interest rate risk of non-derivative instruments at the date of balance sheet. The floating-rate assets and liabilities shall be analyzed by assuming that those outstanding assets and liabilities at the date of balance sheet are still outstanding during the reporting period.

In case that the annual interest rate is increased by 1% and all other variables are changeless, net pre-tax loss of the Consolidated Company shall be decreased by 11,080,000 and 11,657,000 in 2020 and 2019 respectively, mainly for the reason that the Consolidated Company is exposed to the risk of interest rate change for bank deposits and loans.

2. Credit risk

Credit risk refers to the risk that the counterparty will default on its contractual obligations resulting in financial losses to the group. As of

  • 166 -

the date of balance sheet, the max credit risk exposed by the Consolidated Company to financial losses arising from possible default of the counterparty is the carrying amount of financial assets recognized in the consolidated balance sheet.

Policies performed by the Consolidated Company are to trade with the counterparty with high reputation and under necessary circumstances, acquire the sufficient guarantee to mitigate the risks of financial losses arising from default. The Consolidated Company shall determine the rating of major customers as per other publicly available financial information and historical records of businesses, distribute the total transaction amount to qualified customers at different credit rating, and review & approve the credit line of the counterparties at fixed intervals, to control the exposure of credit risk.

Accounts receivable are from a variety of customer groups and thus, credit risk has low concentration. The Consolidated Company shall assess the financial conditions of the customers with accounts receivable on an ongoing basis.

3. Liquidity risk

The Consolidated Company supports, by means of management and maintaining sufficient cash, the group operation and mitigates the influence of cash flow fluctuation. Management of the Consolidated Company shall supervise the use of bank facilities and assure the compliance with provisions of the loan contract.

Bank loan is an important source of liquidity for the Consolidated Company. As to the unused bank facilities of the Consolidated Company, refer to the content about financing amount as mentioned in (2) below.

  • (1) Liquidity of non-derivative financial liabilities and interest rate risk

  • Contractual maturity analysis on the non-derivative financial liabilities shall be prepared in accordance with the earliest date when the Consolidated Company is possibly required to refund as well as the undiscounted cash flow of the financial liabilities (including principal and estimated interest).

Maturity analysis on the non-derivative financial liabilities of the Consolidated Company shall be prepared in the light of the agreed due date.

Cash flow with interest paid as per floating rate shall have the undiscounted interest estimated at the interest rate at the date of balance sheet.

  • 167 -
December 31,2020
Non-derivative financial
liabilities
Non-interest-bearing
liabilities
Floating-rate instruments
December 31,2019
Non-derivative financial
liabilities
Non-interest-bearing
liabilities
Floating-rate instruments
1~3 months
$ 259,441


1,805
$ 261,246
$ 291,976

58,099
$ 350,075
3 months -
1year
3 months -
1year












$ 213,156
190,311
$ 403,467
$ 70,597
111,366
$ 181,963

Amount of floating-rate instruments for the foresaid non-derivative financial liabilities will vary with the difference between the floating interest rate and the estimated rate at the date of balance sheet.

  • (2) Financing amount
Secured bank loan limit
Used amount
Unused amount
Unit: RMB 1,000
December 31,
2020
December 31,
2019
$ 43,000
$ 38,000
57,381
62,381
$ 100,381
$ 100,381
Unit: RMB 1,000
December 31,
2020
December 31,
2019
$ 43,000
$ 38,000
57,381
62,381
$ 100,381
$ 100,381
Unit: RMB 1,000
December 31,
2020
December 31,
2019
$ 43,000
$ 38,000
57,381
62,381
$ 100,381
$ 100,381




$ 38,000
62,381
$ 100,381
  • (IV) Information about transfer financial assets

  • Transferred notes receivable unrecognized

The Consolidated Company has transferred a part of receivable commercial acceptance bill in Chinese mainland by endorsement to the supplier for payment. If the receivable commercial acceptance bill cannot be recovered upon maturity, the transferee is entitled to ask the Consolidated Company to pay the outstanding balance. Therefore, the Consolidated Company does not transfer the major risk and remuneration with respect to the receivable commercial acceptance bill and recognizes all receivable commercial acceptance bills on an ongoing basis.

  • 168 -

As of Dec. 31, 2020 and Dec. 31, 2019, carrying amount of the receivable commercial acceptance bill that had been transferred but not recognized was 66,097,000 and 76,270,000 respectively.

  1. Transferred notes receivable derecognized

The Consolidated Company has transferred a part of the banker’s acceptance bill receivable in Chinese mainland by endorsement to the supplier for payment. Since substantially all the risks and remunerations related to the bill have been transferred, the Consolidated Company derecognizes the receivable banker’s acceptance bill transferred and the corresponding accounts payables. But if the banker’s acceptance bill unrecognized is not cashed upon maturity, the Supplier is still entitled to ask the Consolidated Company to discharge and thus, the Consolidated Company shall participate in those bills on an ongoing basis.

The max loss from risk exposure suffered by the Consolidated Company for ongoing participating in the banker’s acceptance bills unrecognized is the book value of the banker’s acceptance bill that has been transferred but not due yet. As of Dec. 31, 2020 and Dec. 31, 2019, the max loss was 13,399,000 and 19,851,000 respectively and those bills would expire within 6 months after the date of balance sheet. Giving consideration the credit risk related to the banker’s acceptance bills derecognized, the Consolidated Company deems that the fair value from its ongoing participation is not high.

In 2020 and 2019, the Consolidated Company did not recognize any profit or loss when the receivable banker’s acceptance bill was transferred; amount in current year and accumulated amount from ongoing participating in those bills were not recognized in any profit or loss.

26. Related party transaction

At the time of consolidation, transaction between the consolidated companies, account balance, revenues and expenses have been written-off in full and thus not disclosed in the Notes. Transactions with related parties are as follows:

  • 169 -

  • (I) Name of related party and relationship

Name of related party Relationship with the Consolidated Company Jinfada (Fujian) Shoes Other related parties (responsible person has a and Plastic Co., Ltd relationship within the second degree of kinship with the Board Chairman of the Company) Fujian Wankai Shoes Other related parties (the Board Chairman of the Co., Ltd. Company acts as the supervisor of the subsidiary – SANSD Fujian) Ding Jinzao Board Chairman of the Company Ding Zhimeng General Manager of the Company Ding Zhiwei Director of the subsidiary – SANSD Fujian Ding Jindi Supervisor of the subsidiary – SANSD Fujian

  • (II)

  • Operating lease

  • The subsidiary – SANSD Fujian entered the contract of plant & office lease as well as the contract of land & plant lease with Jinfada (Fujian) Shoes and Plastic Co., Ltd, with the lease term expired at the end of December 2021, at the rent calculated based on leased area in accordance with the contract. In 2020 and 2019, rental income was 15,832,000 and 16,534,000 respectively and listed in the rental income item. In 2020 and 2019, the rental expense was 15,832,000 and 16,534,000 respectively and listed in the operating cost item.

  • The subsidiary – SANSD Fujian entered the contract of plant lease with Fujian Wankai Shoes Co., Ltd, with the lease term expired at the end of August 2022, at the rent calculated based on leased area in accordance with the contract. In 2020 and 2019, rental income was 610,000 and 167,000 and listed in the rental income item.

  • (III) Others

  • The subsidiary – SANSD Fujian offered the residences (listed in property, plant and equipment) to the directors and supervisors for use. As of Dec. 31, 2020 and Dec. 31, 2019, the book value was 2,897,000 and 3,317,000 respectively.

  • The subsidiary – SANSD Fujian entered the commission contract with Fujian Wankai Shoes Co., Ltd. In 2019, the processing cost was 649,000 and listed in the operating cost item. Since it is not entrusted to a related party, the transaction price cannot be compared and the payment shall be made monthly (30 days).

  • 170 -

  • (IV) Borrowing from related parties

December 31, 2020 Other short-term loans – related parties Ding Jinzao $ 159,616

The subsidiary – SANSD Jiangsu borrowed from Ding Jinzao successively as from March 2020 and the agreed borrowing period was expired on March 15, 2021, free from interest and collaterals.

  • (V) Rewards given to main management

Total remunerations given to the directors and other main management in 2020 and 2019 are as below:

Short-term benefits
Share-based payment
2020
$ 13,984
11,886
$ 25,870
2019 2019




$ 13,351
26,951
$ 40,302
  1. Pledged Assets

The Consolidated Company shall provide the following assets as the collaterals for financing and payment of supplier’s receivables:

Notes receivable
Property, plant and equipment –
buildings and structures
Right-of-use assets – land use right
December 31, 2020
$ 66,097
291,527
169,643
$ 527,267
December 31, 2019 December 31, 2019






$ 76,270
340,513
222,285
$ 639,068

28. Significant unrecognized commitments

Unrecognized commitments of the Consolidated Company are as below:

Purchase of real property, factory
buildings and equipment
December 31, 2020
$ 1,014
December 31, 2019 December 31, 2019
$ 13,282

29. Miscellaneous

Under the effect of COVID-19 pandemic, the subsidiaries – SANSD Fujian and SANSD Jiangsu delayed its resumption of operation and order receiving was affected, thus the consolidated operating revenue was significantly decreased in 2020. With the mitigation of the pandemic, operation of the Consolidated Company has gradually returned to normal.

  • 171 -

According to the available information as of the date of balance sheet, the Consolidated Company has considered the economic implications of COVID-19 on critical accounting estimates. For details, refer to note 5 and note 9.

30. Information about foreign-currency financial assets and liabilities with significant influence

The following information was summarized according to the foreign currencies other than the functional currency of various members of the Consolidated Company. The exchange rates disclosed were used to convert the foreign currencies into the functional currency. The significant financial assets and liabilities denominated in foreign currencies were as follows:

Unit: USD thousand/ TWD

Unit: USD thousand/ TWD
December31,2020
Financial assets under
monetary items
USD
December 31,2019
Financial assets under
monetary items
USD
Foreign
currency
$ 8
12
Thousand yuan/ exchange rate
Exchange rate
Carrying
amount
6.52 (USD: RMB)
$ 239
6.98 (USD: RMB)
371
6.52 (USD: RMB)
6.98 (USD: RMB)

The Consolidated Company mainly bore the risk of foreign currency exchange rate in USD. Profits and losses on foreign currency exchange (including those realized and unrealized) in 2020 and 2019 are less.

  1. Note disclosures

  2. (I) Major transaction matters and (II) information related to re-investment enterprise

    • Financing provided: Schedule I.

    • Endorsement/ guarantee provided: None.

    • Marketable securities held at the end of period (excluding investment in subsidiaries): None.

    • Marketable securities acquired or disposed of at costs or prices of at least TWD 300 million or 20% of the paid-in capital: None.

  3. 172 -

  4. Acquisition of individual real estate at costs of at least TWD 300 million or 20% of the paid-in capital: None.

  5. Disposal of individual real estate at costs of at least TWD 300 million or 20% of the paid-in capital: None.

  6. Amount of purchase and sale with the related parties amounting to at least TWD 100 million or 20% of the paid-in capital: None.

  7. Receivables from related parties amounting to at least TWD 100 million or 20% of the paid-in capital: Schedule II.

  8. Derivative transactions: None.

  9. Others: Circumstances and amount of business relation and major transactions between parent company and subsidiaries, and between various subsidiaries: Schedule III.

  10. 11 Information about invested companies: Schedule IV.

  11. (II) Information related to investment in P.R. China

  12. Name of invested companies in Chinese mainland, main business items, paid-in capital, investment method, capital inflow and outflow, shareholding ratio, profit & loss in current year, investment profits and losses recognized, book value of investment at the end of period, investment profit & loss repatriated, and investment norm in Chinese mainland: Schedule V.

  13. Major transaction conducted with the invested companies in Chinese mainland directly or indirectly via the third party, and price, payment terms and unrealized profits or losses:

    • (1) Purchase amount and percentages, ending balance and percentage of corresponding payables: None.

    • (2) Sale amount and percentages, ending balance and percentage of corresponding receivables: None.

    • (3) Amount of property transaction and amount of profits and losses from the transaction: None.

    • (4) Ending balance of bill endorsement or collaterals and purpose: None.

    • (5) Max balance, ending balance, range of interest rate and total current interest of financing: Schedule I.

    • (6) Other transaction matters that may substantially affect the current profit or loss or financial conditions: None.

  14. 173 -

  15. (III) Information about main shareholders

Name, number of shares held and shareholding ratio of the shareholders with the ratio over 5%: Schedule 6

32. Information about departments

It means the information provided to the main operating decision-makers to allocate resources and assess the department performance, laying emphasis on the category of every product or service delivered or rendered. Reporting departments of the Consolidated Company are as below:

  • ․ SANSD Fujian – mainly engages in the manufacturing and sale of EVA blended foam by recycling of waste plastics.

  • ․ SANSD Jiangsu – mainly engages in the manufacturing and sale of EVA blended foam by recycling of waste plastics.

  • ․ Other departments: Asia Plastic Recycling Holding Limited, BVI SANSD, SANSD Hong Kong and SANSD Hong Kong Trading: For the business scope, see note 10.

  • (I) Revenue and operating results of the Consolidated Company are analyzed as per the reporting departments as below:

2020
Revenue from
customers other than
parent company and
consolidated
subsidiaries
Revenue from parent
company and
consolidated
subsidiaries
Total income
Department loss
Interest income
Other incomes
Other profits and
losses
Financial cost
Net pre-tax loss
SANSD Fujian
$ 621,821

747

$ 622,568

($ 1,087,313)
SANSD
Jiangsu
Others
$ -

-
$ -
$ 28,446
Adjustment and
write-off

$ -
(
747)
($ 747)
$ -
Consolidated






(
$ 386,336

-

$ 386,336

$ 233,491)



(

(
(
$ 1,008,157

-
$ 1,008,157
( $ 1,349,250 )
32,619
14,274
(
2,330 )
(
8,115)
( 1,312,802 )

(To be continued)

  • 174 -

(Continued)

Income tax
Net after-tax loss
Total assets
Total liabilities
2019
Revenue from
customers other than
parent company and
consolidated
subsidiaries
Revenue from parent
company and
consolidated
subsidiaries
Total income
Department loss
Interest income
Other incomes
Other profits and
losses
Financial cost
Net pre-tax loss
Income tax
Net after-tax loss
Total assets

Total liabilities
SANSD Fujian
$ 6,369,774

$ 778,030

$ 827,709

143,141
$ 970,850

($ 502,773)

$ 7,352,603

$ 799,888
SANSD
Jiangsu
$ 1,086,436

$ 730,763

$ 430,312

18,014
$ 448,326

($ 110,163)

$ 1,257,133

$ 722,188
Others
$ 809,391
$ 961,818
$ 379

-
$ 379
($ 50,025
$ 856,636
$ 948,041
Adjustment
and write-off
($ 1,732,735)
($ 1,732,735)
$ -
(
161,155)
($ 161,155)
$ -
($ 1,879,704 )
($ 1,879,704)
Consolidated


























$ -
($ 1,312,802)
$ 6,532,866
$ 737,876
$ 1,258,400

-
$ 1,258,400
( $ 662,961 )
34,598
1,092
(
5,638 )
(
9,117)
(
642,026 )

-
($ 642,026)
$ 7,586,668
$ 590,413

Department loss refers to the loss suffered by various departments, exclusive of interest income, financial cost, profit or loss on foreign currency exchange and income tax expenses. This measurement amount is provided to the main operating decision-maker, to allocate resources to various departments and assess their performance.

  • (II) Other department information – depreciation and amortization
SANSD Fujian
SANSD Jiangsu
2020
$ 228,550
54,166
$ 282,716
2019




$ 240,538
59,083
$ 299,621

(III) Major product incomes

Main product revenues from continuing operations of the Company and its subsidiaries are analyzed as follows:

Ordinary sheets 2020
$ 193,644
2019
$ 326,446
  • 175 -
Bag sheets
Special sheets
Floor mats
High elastic foam
Sole sheets
Others

188,392
261,685
78,273
23,882
10,111
252,170

$ 1,008,157
211,872
318,295
43,044
37,620
6,959
314,164
$ 1,258,400
  • (IV) Information about region category

Revenues of continuing operations from external customers of the Company and its subsidiaries are classified as per the operation regions and the non-current assets are all within China.

  • (V) Information of major clients

In 2020 and 2019, there is no any revenue from a single customer exceeding 10% of the total revenue of the Consolidated Company.

  • 176 -

Asia Plastic Recycling Holding Ltd. And its subsidiaries

Financing provided

Jan. 01, 2020 ~ Dec. 31, 2020

Schedule I

Unit: *10[3] in New Taiwan Currency

(Unless otherwise indicated)

No. Financing
company
Counterparty Financial
statement account
Related
party
Max balance for
the current year
Ending
balance
Amount actually
drawn (note 3)
Interest rate
interval (%)


Nature of
financing
Transaction
amount
Reason required for
short-term financing

Allowance for
bad debt
Collateral Collateral Financing limits for each
borrowing company
(note 1)

Max limit of
financing (note 2)
Remarks
Name Value
1
2
3
4
5
SANSD Hong
Kong
SANSD Hong
Kong
SANSD (Fujian)
Plastic Co., Ltd.
SANSD (Fujian)
Plastic Co., Ltd.
SANSD (Fujian)
Plastic Co., Ltd.
SANSD (Jiangsu)
Environmental Protection
Technology Co., Ltd.
The Company


SANSD Hong Kong


SANSD Hong Kong


The Company
Other receivables –
related parties
Other receivables –
related parties
Other receivables –
related parties
Other receivables –
related parties
Other receivables –
related parties

Yes

Yes

Yes

Yes

Yes
$ 657,000
1,314,000
1,314,000
109,500
219,000
$ 657,00
1,314,00
1,314,00
109,50
219,00
$ 196,531

756,445

744,046

-

-
3.5
-
-
-
-
Short-term
financing
required
Short-term
financing
required
Short-term
financing
required
Short-term
financing
required
Short-term
financing
required
$ -
-
-
-
-
Operating capital
and equipment
acquisition
Operating capital
Operating capital
Operating capital
Operating capital
$ -

-

-

-

-
None
None
None
None
None
$


$ 2,692,383
2,692,383
2,236,698
2,236,698
2,236,698
$ 2,692,383
2,692,383
2,236,698
2,236,698
2,236,698

Note 1: The amount available for lending to each borrowing company shall not exceed 40% of the net worth of the financing company.

  • Note 2: The max limit of financing is 40% of the net worth of the financing company.

  • Note 3: It has been written off when the Consolidated Financial Statements are prepared.

  • 177 -

Asia Plastic Recycling Holding Ltd. And its subsidiaries

Accounts receivable from the related parties at least TWD 100 million or 20% of the paid-in capital

December 31, 2020

Schedule II Unit: *103in New Taiwan Currency
(Unless otherwise indicated)
Unit: *103in New Taiwan Currency
(Unless otherwise indicated)
Company name Name of counterparty Relationship Balance of accounts receivable
from the related parties (note 4)
Rate of
turnover
Overdue accounts receivable
from the relatedparties
Amount recovered after due date of
accounts receivable from the related
parties
Allowance for
bad debt
Amount Mode of
disposal
SANSD Hong
Kong
SANSD (Fujian)
Plastic Co., Ltd.
The Company
SANSD (Fujian) Plastic Co., Ltd.
SANSD (Jiangsu) Environmental
Protection Technology Co., Ltd.
SANSD Hong Kong
Subsidiary VS
parent company
Subsidiary VS
subsidiary
Subsidiary VS
subsidiary
Subsidiary VS
subsidiary
$ 765,025 (Note 1)
623,171 (Note 2)
196,531 (Note 3)
744,046 (Note 1)
-
-
-
-

$ -

-

-

-
-
-
-
-
$ -
-
-
-
$ -
-
-
-

Note 1: Capital loan and advance

Note 2: Dividends receivable

Note 3: Capital loan

Note 4: It has been written off when the Consolidated Financial Statements are prepared.

  • 178 -

Asia Plastic Recycling Holding Ltd. And its subsidiaries

Business relation and major transactions between parent company and subsidiaries

Jan. 01, 2020 ~ Dec. 31, 2020

Schedule III

Unit: *10[3] in New Taiwan Currency (Unless otherwise indicated)

No. Name of trader Counterparty Relationship with the trader Transaction details Transaction details

Item
Amount Transaction conditions % to total
consolidated
operating
revenue(asset)
1
1
1
1
2
2
2
2
2
3
4
SANSD Hong Kong
SANSD Hong Kong
SANSD Hong Kong
SANSD Hong Kong
SANSD (Fujian) Plastic Co., Ltd.
SANSD (Fujian) Plastic Co., Ltd.
SANSD (Fujian) Plastic Co., Ltd.
SANSD (Fujian) Plastic Co., Ltd.
SANSD (Fujian) Plastic Co., Ltd.
SANSD (Jiangsu) Environmental
Protection Technology Co., Ltd.
SANSD Hong Kong Trading Co.,
Ltd.
The Company
SANSD (Fujian) Plastic Co., Ltd.
SANSD (Jiangsu) Environmental
Protection Technology Co., Ltd
SANSD (Jiangsu) Environmental
Protection Technology Co., Ltd
The Company
SANSD Hong Kong
SANSD Hong Kong Trading Co.,
Ltd.
SANSD (Jiangsu) Environmental
Protection Technology Co., Ltd.
SANSD (Jiangsu) Environmental
Protection Technology Co., Ltd.
SANSD (Fujian) Plastic Co., Ltd.
The Company
Subsidiary VS parent
company
Subsidiary VS subsidiary
Subsidiary VS subsidiary
Subsidiary VS subsidiary
Subsidiary VS parent
company
Subsidiary VS subsidiary
Subsidiary VS subsidiary
Subsidiary VS subsidiary
Subsidiary VS subsidiary
Subsidiary VS subsidiary
Subsidiary VS parent
company
Other receivables
Other receivables
Other receivables
Interest income
Other receivables
Other receivables
Other receivables
Sales revenue
Accounts receivable
Accounts receivable
Other receivables
$ 765,025
623,171
196,531
6,226
95,395
744,046
58,463
747
12,624
2,505
74,925
Capital loan and advance, as
agreed by the parties
Dividends receivable
Capital loan, as agreed by the
parties
Capital loan and interest income
Advance, as agreed by the parties
Capital loan, as agreed by the
parties
Advance, as agreed by the parties
No same category of asset
transaction with those other
than the related parties
No same category of asset
transaction with those other
than the related parties
No same category of asset
transaction with those other
than the related parties
Advance, as agreed by the parties
12.00
10.00
3.00

1.00

1.00
12.00

1.00
-
-
-

1.00
  • 179 -

Asia Plastic Recycling Holding Ltd. And its subsidiaries

Related information of invested companies

Jan. 01, 2020 ~ Dec. 31, 2020

Schedule IV

Unit: *10[3] in New Taiwan Currency (Unless otherwise indicated)

Investor name Name of invested company Area Main business items Initial investment amount (note 1) Initial investment amount (note 1) Held at the end of year Held at the end of year Held at the end of year Loss of the invested
company in current
year
Investment loss
recognized in current
year

Remarks
End of the year Beginning of the year No. of shares Ratio (%) Carrying amount
The Company
SANSD Holing Co., Ltd
SANSD Hong Kong
SANSD Holing Co., Ltd
SANSD Hong Kong
SANSD Hong Kong Trading
Co., Ltd.
B.V.I
Hong Kong
Hong Kong
International investment
International investment
Trade of bulk chemical raw
materials
$ -
-
128,334
$ -
-
126,283
1
1
1
100.00
100.00
100.00
$ 6,730,754

6,730,957

16,790
( $ 1,289,454 )
(
1,289,454 )
(
5,114 )
( $ 1,289,454 )
(
1,289,454 )
(
5,114 )
Notes 2 &
6
Notes 3 &
6
Notes 4 &
6
  • Note 1: The Company issued 120,000,000 shares (at the face value of TWD 10 per share), acquired 100% stock rights of SANSD Fujian at the price of HKD 0.675 per share, and applied for organizational restructuring with respect to the purchase and sale of stocks listed in TWSE. After restructuring, the Company indirectly held 100% stock rights of SANSD Fujian via SANSD Holding Co., Ltd and SANSD Hong Kong.

  • Note 2: The initial investment amount was USD 1 at beginning and end of the current year.

  • Note 3: The initial investment amount was HKD 1 at beginning and end of the current year.

  • Note 4: The initial investment amount was RMB 29,300,000 at beginning and end of the current year.

  • Note 5: For detailed information about the invested companies in Chinese mainland, refer to Schedule 5.

  • Note 6: It has been written off when the Consolidated Financial Statements are prepared.

  • 180 -

Asia Plastic Recycling Holding Ltd. And its subsidiaries

Information related to investment in P.R. China

Jan. 01, 2020 ~ Dec. 31, 2020

Schedule V

Unit: *10[3] in New Taiwan Currency (Unless otherwise indicated)

Name of invested
companies in Chinese
mainland
Main business items Main business items Paid-in capital Way of
contribution
Way of
contribution
Cumulative
investment
amount from
Taiwan at the
beginning of the
current year
Investment amount paid or
recovered in the currentyear
Investment amount paid or
recovered in the currentyear
Investment amount paid or
recovered in the currentyear
Cumulative
investment
amount from
Taiwan at the end
of the current
year

Loss of invested
company in
current year

Shareholdin
g ratio %
from direct
or indirect
investment
of the
Company

Investment loss
recognized in
current year
Book value of
investment at end
of the year

Investment
income returned
as of end of the
currentyear
Remarks
Outward
remittance
Recovery
SANSD (Fujian) Plastic
Co., Ltd.
SANSD (Jiangsu)
Environmental Protection
Technology Co., Ltd.
Manufacturing and
sale of EVA foam
related products
Manufacturing and
sale of EVA foam
related products
$ 734,000
1,424,000
Re-invest
companies in
Chinese mainland
by investing and
setting companies
in a third region;
Re-invest
companies in
Chinese mainland
by investing and
setting companies
in a third region;


$ -


-
$ -
-
$ -
-
$ -
-
( $ 1,054,561 )
(
185,050 )
100.00
100.00
( $ 1,054,561 )
(
185,050 )
$ 5,591,744

355,673
$ -
-
Note 1
Note 2
Investor name Cumulative investment amount paid from
Taiwan to Chinese mainland at the end of
the current year

Investment amount approved by the
Investment Commission of the Ministry
of Economic Affairs
Investment norm for the Company in
Chinese mainland
- $ - $ - $ -

Note 1: The paid-in capital is HKD 200,000,000.

Note 2: The paid-in capital is USD 50,000,000.

  • 181 -

Asia Plastic Recycling Holding Ltd. And its subsidiaries

Information about main shareholders

December 31, 2020

Schedule 6

Name of major shareholders Share Share
Number of
shares held
Shareholding
ratio(%)
Investment account of Dinshi Holding Group under
the custody of Yuanta Bank by entrustment
Investment account of Ding Jinzao under the custody
of Mega International Commercial Bank by
entrustment
38,888,293
15,993,089

14.45

5.94
  • Note 1: Information on major shareholders in this table includes all shareholders holding 5% or more of common or preferred stocks (including treasury stocks) of which non-physical entry and delivery have been completed as of the last business day of the current quarter, as calculated by Taiwan Depository & Clearing Corporation. There may be some difference between the capital stock recorded in these Consolidated Financial Statements and the number of shares for which non-physical entry and delivery have been completed actually, possibly arising from different bases of preparation and calculation.

  • Note 2: Provided that any shareholder delivers its shares for trust, the foresaid information shall be disclosed by individual accounts of the settlor opening the trust account in the name of the trustee. With regard to the insider’s declaration for stock rights over 10% in accordance with the securities law (shares held shall include those held by the shareholders themselves, plus shares that have been delivered for trust where the shareholders possess the right of decision over the trust property), refer to the market observation post system.

  • 182 -

Appendix II.

The Illustrations of Matters Distinct from the Shareholders Rights Protection in Taiwan

Discrepancy Matters Cayman Islands Laws
and Regulations
Relevant Articles from
M&A
A special resolution shall
mean
the
resolution
approved by a majority
of
the
voting
rights
exercised
by
the
members present at a
general meeting attended
by two-thirds or more of
the shareholders. If the
total number of shares
represented
by
shareholders attending a
shareholders' meeting is
not sufficient to meet the
criteria as specified in the
abovementioned, the said
resolution
may
be
adopted
by
a
larger
majority representing two
thirds of the votes at a
shareholders'
meeting
attended by shareholders
representing a majority of
the
total
number
of
issued shares.
The
special
resolution
provided for in Article 60
of
Cayman
Islands
Companies
Law
shall
mean a resolution that
has been passed by a
majority
of
at
least
two-thirds
of
such
members
as,
being
entitled to do so, vote in
person or, where proxies
are allowed, by proxy at a
general meeting.
For
the
purpose
of
complying
with
the
requirement under the
laws
and
regulations
applicable to the public
companies and in regard
to
the
presence
and
voting
rights
of
the
shareholders
meetings,
we,
Asia
Plastic
Recycling
Holding
Limited
(hereinafter
referred
to
the
Company”) take into
account
the
gist
of
Tai-Zheng-Shang
No.
0991701319
written
explanations issued by
the
Taiwan
Stock
Exchange on April 13,
2010 and stipulate in
Article 31 and Paragraph
(1) of Article 2 that the
special resolution shall be
passed by a majority of at
least two-thirds of votes
cast by such members as,
being entitled to do so,
present at a general
meeting
of
the
Company.
  • 183 -
A company choosing to
issue no par value shares
shall
not
convert
its
shares into par value
shares.
Pursuant to the last part of
subsection (1) of section 8
of
Cayman
Islands
Companies
Law,
no
exempted company shall
divide its capital into both
shares of a fixed amount
and
shares
without
nominal or par value.
Accordingly, based on the
opinion
of
Cayman
lawyer, Ogier (hereinafter
referred to “Ogier”), in
accordance
with
the
aforesaid
rule
and
practical
process
of
issuance of shares, an
exempt company cannot
convert its shares from
par value shares to no par
value
shares,
or
vice
versa.
Because all shares issued
by the Company have
been par value shares, the
Company cannot issue no
par
value
shares
or
convert its shares to no
par value shares. The
matter as set forth in the
leftmost column does not
apply to the Company.
For avoidance of doubt,
the
Company,
after
evaluating the matter as
set forth in the leftmost
column and its current
status,
amended
Paragraph (5) of Article 7
of
current
Eleventh
Amended and Restated
Memorandum
and
Articles of Association
(hereinafter referred to
Articles
of
Association”),
which
provides
that
“The
Company shall neither
issue Shares without par
value nor convert its
Shares from Shares with
par
value
to
Shares
without par value.”
In the event that the
general meetings are held
outside the Republic of
China (“R.O.C.”), the
application of approval
shall be filed to the
Taiwan Stock Exchange
There are no relevant laws
and regulations applicable
to the matter as set forth
in the left column in the
Cayman Islands.
Article 25 of Articles of
Association provides that
“During
the
Relevant
Period,
all
general
meetings shall be held in
the R.O.C.” There is no
exception to this,so there
  • 184 -
within two (2) days after
obtaining the approval
from
the
board
of
directors or the permit to
the member to convene
the general meeting.
is no need to stipulate
that the approval from the
competent authority or
the relevant application is
required to convene the
general meetings outside
the R.O.C.
Any or a plural number
of shareholder(s) of a
company who has (have)
continuously held three
percent (3%) or more of
the
total
number
of
outstanding shares for a
period of one year or a
longer time may, by
filing a written proposal
setting forth therein the
subjects for discussion
and the reasons, request
the board of directors to
call a special meeting of
shareholders. If the board
of directors fails to give a
notice for convening a
special
meeting
of
shareholders
within
fifteen (15) days after the
filing of the request, the
proposing shareholder(s)
may, after obtaining an
approval
from
the
competent
authority,
convene
a
special
meeting of shareholders
on his/their own.
There are no relevant laws
and regulations applicable
to the matter as set forth
in the left column in the
Cayman Islands.
There is no competent
authority responsible for
approving shareholders to
convene
a
special
meeting of shareholders
on his/their own in the
Cayman Islands; hence
Article 26 of Articles of
Association provides that
“Any
one
or
more
Member(s)
holding
at
least three percent (3%)
of the total issued Shares
of the Company for a
period of one (1) year or
a longer time may, by
depositing the requisition
notice
specifying
the
proposals to be resolved
and the reasons, request
the Board to convene an
extraordinary
general
meeting. If the Board
does not give notice to
Members
to
convene
such
meeting
within
fifteen (15) days after the
date of the requisition
notice,
the
proposing
Member(s) may convene
a
general
meeting.”
  • 185 -
without
obtaining
the
approval
from
the
competent authority first.
The company shall adopt
the written ballot and
electronic transmission as
the
methods
for
exercising
the
voting
power of a Member in a
general meeting.
There are no relevant laws
and regulations applicable
to the matter as set forth
in the left column in the
Cayman Islands.
A proposed amendment
to Articles of Association
incorporating the matter
set forth in the leftmost
column is to be approved
in the most recent general
meeting held after the
general meeting held for
year 2021.
1. A company shall not
cancel
its
shares,
unless a resolution on
capital reduction has
been adopted by its
shareholders'
meeting; and capital
reduction
shall
be
effected based on the
percentage
of
shareholding of the
shareholders pro rata.
2. A company reducing
its capital may return
share prices (or the
capital
stock)
to
shareholders
by
properties other than
cash;
the
returned
property
and
the
amount
of
such
substitutive
capital
contribution
shall
require
a
prior
approval
of
the
Articles 14 and 18 of
Cayman
Islands
Companies
Law
adopt
strict
regulations
for
reduction of share capital
both in procedure and in
substance,
and
the
relevant regulations are
mandatory requirements;
therefore,
when
implementing
reduction
of
share
capital,
a
company shall do so in
compliance
with
such
mandatory
regulations,
whose application may
not be excluded by any
provision in the Articles
of Association.
Based
on
Ogier’s
opinion, the Company
applies the approach of
purchase and cancellation
of its shares held by the
shareholders in order to
comply
with
the
requirement set forth in
the
leftmost
column.
Paragraph (1) of Article
18-1
of
Articles
of
Association provides that
“Subject to the Law and
the Applicable Listing
Rules, the Company may
carry out a compulsorily
purchase and cancellation
of its Shares on a pro rata
basis (rounded up or
down
to
the
nearest
whole number) among
the
Shareholders
in
proportion to the number
of Shares held by each
such Shareholder subject
  • 186 -
shareholders’ meeting
and obtain consents
from the shareholders
who
receive
such
property.
3. The
board
of
directors shall first
have the value of
such property and the
amount
of
such
substitutive
capital
contribution set forth
in
the
preceding
paragraph
audited
and certified by a
certified
public
accountant before the
shareholders’
meeting.
to approval by a Special
Resolution. The purchase
price
payable
to
the
Shareholders
in
connection
with
a
purchase
of
Shares
described
in
the
preceding sentence may
be paid in cash or in kind.
Any purchase price to be
paid in kind shall be
subject to approval by a
Special Resolution and
shall
be
subject
to
individual consent by the
Shareholder(s) receiving
such payment in kind.
Prior to convening the
general
meeting
for
approving such purchase
of Shares, the Board shall
determine the monetary
equivalent value of any
purchase price to be paid
in kind and have such
value
audited
and
certified by a certified
public accountant in the
R.O.C.”
1. A
company
may
explicitly provide for
in
its Articles of
Incorporation that the
surplus
earning
distribution or loss
off-setting
proposal
may be proposed at
the close of each
There are no relevant laws
and regulations applicable
to the matter as set forth
in the left column in the
Cayman Islands.
According to Paragraph
(2) of Article 105 of
Articles of Association,
the dividend frequency of
the Company is yearly
and the matter as set forth
in the leftmost column
does not apply to the
Company.
  • 187 -
quarter or each half
fiscal year.
2. The
proposal
of
surplus
earning
distribution or loss
off-setting
for
the
first three quarters or
half
fiscal
year,
together
with
the
business report and
financial statements,
shall be forwarded to
supervisors for their
auditing,
and
afterwards
be
submitted
to
the
board of directors for
approval.
3. A
company
distributing
surplus
earning in accordance
with the provision of
the
preceding
paragraph
shall
estimate and reserve
the taxes and dues to
be paid, the losses to
be covered and the
legal reserve to be set
aside. Where such
legal reserve amounts
to the total paid-in
capital, this provision
shall not apply.
4. A
company
distributing
surplus
earningin the form of
  • 188 -
new shares to be
issued
by
the
company
in
accordance with the
provision
of
the
second
paragraph
shall be approved by
a resolution adopted
by a majority of the
shareholders present
who
represent
two-thirds or more of
the total number of its
outstanding shares of
the company. If the
total
number
of
shares represented by
the
shareholders
present at a meeting
of shareholders is less
than
the
threshold
specified
in
the
preceding paragraph,
the resolution may be
adopted by a large
majority
(2/3
or
more) vote of the
shareholders present
at that meeting of
shareholders attended
by the shareholders
representing
a
majority of the total
number
of
the
outstanding shares of
the
company.
If
such surplus earning
is distributed in the
  • 189 -
form of cash, it shall
be approved by a
meeting of the board
of directors.
5. Surplus
earning
distribution or loss
off-setting
proposal
by a company in
accordance with the
provisions
of
the
preceding
four
paragraphs shall be
made based on the
financial
statements
audited or reviewed
by a certified public
accountant.
Authorities
and
Responsibilities
of
Supervisors
There are no relevant laws
and regulations applicable
to the matter as set forth
in the left column in the
Cayman Islands.
Because the Company
adopts audit committee in
lieu of the supervisor
system, the matter as set
forth
in
the
leftmost
column does not apply to
the Company.
1. Shareholder(s)
who
has/have
been
continuously holding
1% or more of the
total number of the
outstanding shares of
the company over six
months may request
in
writing
the
supervisors
of
the
company to institute,
for the company, an
action
against
a
There are no relevant laws
and regulations applicable
to the matter as set forth
in the left column in the
Cayman Islands.
The
Company
adopts
audit committee in lieu of
the supervisor system.
Taking
into
account
relevant provisions in the
Company Act, Article 75
of Articles of Association
provides that One or
more Members holding
one percent (1%) or more
of the total number of the
total
issued
Shares
continuouslyfor aperiod
  • 190 -
director
of
the
company, and Taiwan
Taipei District Court
may be the court of
jurisdiction for the
first instance.
2. In
case
the
supervisors
fail
to
institute
an
action
within 30 days after
having received the
request
made
by
shareholder(s),
then
the
shareholder(s)
filing such request
may
institute
the
action
for
the
company, and Taiwan
Taipei District Court
may be the court of
jurisdiction for the
first instance.
3. In addition to the
circumstance
where
the board of directors
should
have
convened a general
meeting but does not
or
is
unable
to
convene
a
general
meeting, a supervisor
may also, for the
benefit
of
the
company,
call
a
general meeting when
it
is
deemed
necessary.
of six (6) months or a
longer time may request
in writing any Supervisor
or
any
Independent
Director of the audit
committee
of
the
Company to file, on
behalf of the Company,
an
action
against
a
Director with a court
having
proper
jurisdiction, including the
ROC
Taipei
District
Court.
In
case
such
Supervisor
or
Independent
Director
fails to file such action
within thirty (30) days
after
receipt
of
the
request
aforesaid,
the
Members making such
request
may
file
the
action for the Company.
Pursuant
to
the
Tai-Zheng-Shang-Er-Zi
No. 1101701488 (臺證上
二字第1101701488 )
written
announcement
issued by the Taiwan
Stock Exchange on May
14, 2021, a proposed
deletion of provision in
relation
to
an
independent
director’s
power to call a general
meeting
when
it
is
deemed necessary is to be
approved in the most
  • 191 -

recent general meeting held after the general meeting held for year 2021.

  • 192 -