Stock Code: 1305

China General Plastics Corporation

Handbook for the

2020 Annual General Meeting of Shareholders

Date: May 28, 2020

Location: No.106, Gongyuan Rd, Zhunnan Town Miaoli County, Taiwan (R.O.C.) Aesthetics Hotel

Meeting Procedure····································································· 2 Meeting Agenda ······································································· 3 Report Items ············································································ 5 Matters for Ratification and Discussion ············································ 20 Extemporary Motions ································································· 67 Appendices: 1. Parliamentary Rules for Shareholders’ Meetings (before amendment) ····· 68 2. Articles of Incorporation ··························································· 72 3. Ethical Corporate Management Best Practice Principles ······················ 78 4. Operating Procedures for Ethical Management and Guidelines for Conduct ·············································································· 86 5. Operating Procedure for Making of Endorsements/Guarantees (before amendment) ········································································· 95 6. Operating Procedure for Loaning of Funds (before amendment) ·········· 102 7. Stake of Directors ································································· 109 8. The Impact of Stock Dividend Issuance on Business Performance, EPS, and ROE ··········································································· 110 9. Description of Handling of Stockholder Proposals ·························· 112

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China General Plastics Corporation Procedure of the 2020 Annual General Meeting of Shareholders

1. Announcement of the Commencement of the Meeting

2. Chairperson Takes Chair

3. Opening Speech of the Chairperson

Report Items

5. Matters for Ratification and Discussion

6. Extemporary Motions

7. Adjournment

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China General Plastics Corporation

Year 2020

Agenda of Annual General Meeting of Shareholders

Date ： May 28, 2020 (Thursday) AM 09:00

Location ： No.106, Gongyuan Rd, Zhunnan Town Miaoli County, Taiwan (R.O.C.)

Aesthetics Hotel

1. Report Items `：`

(1) To report 2019 operating results.
(2) To report Audit Committee's Review Reports of 2019 Financial Statement.
(3) To report 2019 remuneration of directors and employees.
(4) To report the amendment to the Ethical Corporate
Management Best Practice Principles.
(5) To report the amendment to the Operating Procedures

for Ethical Management and Guidelines for Conduct.

Matters for Ratification and Discussion ：
(1) To ratify 2019 Business Report and Financial

Statements.

(2) To ratify 2019 earnings distribution.

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(3) To approve the capitalization on stock dividends.
(4) To approve the amendment to the Parliamentary Rules
for Shareholders’ Meetings.
(5) To approve the amendment to the Operating

Procedure for Making of Endorsements/Guarantees.

(6) To approve the amendment to the Operating
Procedure for Loaning of Funds.
(7) To approve the permission of directors for

competitive actions.

3. Extemporary Motions `：`

4. Adjournment

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I. Report Items:

Report 1

To report 2019 operating results.

China General Plastics Corporation 2019 Business Report

In 2019, net sales increased to NT$8.392 billion by NT$144 million YoY, with a budget achievement rate of 98%. Operating income reduced to NT$177 million by NT$393 million or 69% less YoY, with a budget achievement rate of 41%. Non-operating income was NT$512 million, and annual net income reduced to NT$643 million by NT$633 million YoY, with a budget achievement rate of 68%. Look back at the operations of 2019:

Raw materials: Ethylene: The Asian ethylene price has been impacted by the mass production and sales of by-products of US suppliers who wantonly expanded their ethylene and ethylene-derivative capacities taking advantage over the low-price strength of their shale gas. Alongside with the operation of new ethylene capacity in Asia, the oil price plunge, and the buying desire drop due to the US-China trade war, dramatic price changes occurred occasionally as a result of production anomalies, storage and transportation imbalance, and market manipulation. In 2019, ethylene price dropped from US$1,000/MT in Q1-Q2 to below US$800/MT in Q3-Q4, where corrections began from there.

EDC: As the uptrend from 2018 continued in Q1, the price rocketed to a four-year new high in Q2. However, a plunge followed suit due to the profit drop and production cut of PVC/VCM. The EDC price rose again to around CFR300$/MT in Q3-Q4 because of the decline of both the alumina and papermaking industries, the continued price downturn of sodium hydroxide (caustic soda) due to low sales, and redundancy of expansion of the chlor alkali process.

VCM: Supply was rather sufficient after new capacities in Asia started operations. However, the price was lower than that of the previous year as for PVC because of the rise of raw materials prices. Products:

Supply was tightened as a result of the annual maintenance of leading PVC suppliers and the conservative operations of suppliers in China

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where enhanced HSE audits were performed. The annual growth in PVC import of India increased by 200MT or 12% after the cancellation of the anti-dumping tax and implementation of the economic revitalization policy. The demand of Bangladesh and the Southeast Asian countries also increased due to the order switch effect from the US-China trade war. However, due to the decline in PVC demand, European countries and the USA massively export PVC to Southeast Asia through price competitions plunging the market price. As a result, our profits were reduced significantly regardless of the revenue growth. Adhering to the spirit of Vinyl Chain vertical integration, we actively optimize production performance and maximize production-sales and constantly expand the PVC export market. The 2019 PVC output was 205,000MT, 6% more than in 2018. Sales increased by 10% to 208,000MT, with an operating income of NT$11 million. In chemicals, due to the continued price downturn of caustic soda and the low tide of the electronics industry, sales reduced by 7% to an operating income of NT$117 million. In processing products, sales of construction materials increased by 14% from last year thanks to the government’s release of infrastructure projects and the heating up of realty market. However, sales of TPU synthetic leather reduced by 10% because orders from downstream customers declined due to the tension and tariff barrier from the US-China trade war, and the low-price competition of mainland China, Mexico, India, and Southeast Asian countries. Overall, the 2019 revenue of processing products was NT$49 million.

In re-investment, TVCM’s VCM output was 448,000MT, increased by 3,000MT YoY, with a budget achievement rate of 101%. Sales were 449,000MT, 2,000MT less YoY, with a budget achievement rate of 101% and a profit of NT$433 million. In addition, CGPCPOL’s PVC output was 204,000MT, 4,000MT less YoY, with a budget achievement rate of 100%. Sales were 217,000 MT, increased by 6,000MT YoY, with a budget achievement rate of 101% and a profit of NT$41 million. Business Outlook 2020

Raw materials: Ethylene, Price fluctuation is expected in Q1-Q2 due to the unbalanced supply-demand and storage-transportation from the annual maintenance of ethylene plants in Asia. Mass production of large crackers in the USA and Asia will start in Q3-Q4, and alongside with the improvement in loading capacity of US ethylene cruisers, the ethylene supply will be higher than the demand again, leading to another price drop. In EDC, the caustic soda price will continue to run

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high as suppliers are reluctant to expand the chlor alkali process due to the continued downturn the caustic soda demand and alkali price. However, repeated production disruption due to accidents was the main cause of price changes in the last year. Currently, apart from Braskem of Brazil that has recovered production, as EDC consumption will reduce in Q1 due to the annual maintenance of some US PVC and VCM suppliers, there will be surplus for sales. LG of South Korea has expanded the capacity of its chlor alkali process/EDC process to increase EDC supply. Chinese suppliers also switch to self-production of EDC due to the low ethylene price, lowering the import. All these will reduce the EDC price in 2020. In VCM, it is expected that the price will rise as the supply reduces in Q1 because many suppliers are in annual maintenance. After that, the VCM price will fluctuate alongside with the PVC price.

Products: In early 2020, PVC stock will be relatively low, the PVC demand in emerging markets will remain high and the PVC capacity from the calcium carbide process will reduce due to China’s enhanced HSE audits. All these will benefit the positive development of PVC/VCM prices. In addition, as the raw materials supply is expected to be better than that of 2019, profit is expected. However, it is necessary to keep close track on the global economic impact of the COVID-19 pandemic and this Company’s countermeasures.

To pursue sustainable development, both this Company and our subsidiaries proactively enhance VCM/PVC capacity. Before the Spring Festival, the competent authorities granted the operation permit for different USI affiliates: VCM capacity of 485,000 MT/year for TVCM, PVC capacity of 220,000 MT/year for CGPCPOL, and PVBC capacity of 230,000 MT/year for CGPC. CGPC’s Toufen Plant also initiates equipment replacement by purchasing new PVC automatic packaging/stacking/filming equipment and building the automatic storage retrieval system for reengineering to enhance overall operating performance. The plant will also implement the ISO-50001 energy management system to further reduce energy consumption and the process safety management (PSM) system to ensure operation safety. In addition, the plant will pro-actively develop highly value-added and differentiated products. To make more space for profit-making through an overall planning of the overall vinyl industrial chain, the management team will make employ the vertical integration

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mechanism and make effective management, implement HSE improvements, fulfill CSR, create and expand niche and maximize business performance to achieve and surpass the annual budget and target.

Chairperson: Yi-Gui Wu President: Han-Fu Lin Chief Accounting Officer: Jian-Zhou Guo

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Report Items:

Report 2

To report Audit Committee's Review Reports of 2019 Financial Statement.

China General Plastics Corporation Audit Report

This Audit Committee have audited the 2019 Business Report prepared by the Board of Directors, the financial statements (including individual and consolidated financial statements) audited and certified by CPA Xiu-Chun Huang and CPA Zheng-Jun Qiu of Deloitte Taiwan, and the proposal for profit distribution and found no nonconformity. In accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, this report is presented for approval to AGM.

China General Plastics Corporation 2020 Annual General Meeting of Shareholders

Audit Committee, China General Plastics Corporation

Independent Director: Zu-De Li Independent Director: Ying-Bin Zheng Independent Director:Liang-Xian Li

March 13, 2020

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Report Items:

Report 3

To report 2019 remuneration of directors and employees.

Description: 1. Proceeded in accordance with related orders of the Ministry of Economic Affairs and Article 33 of the Articles of Incorporation of this Company.

The compensation for employees in 2019 will be distributed in cash at 1%, NT$6,966,581, of the 2019 earnings, and no compensation will be distributed to directors.

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Report Items:

Report 4

To report the amendment to the “Ethical Corporate Management Best Practice Principles”.

Description: 1. Part of the “Ethical Corporate Management Best Practice Principles” was amended with respect to the amendment to the “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies” promulgated by the Taiwan Stock Exchange Corporation.

The content of amended provisions to the “Ethical Corporate Management Best Practice Principles” is shown in the next page.

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China General Plastics Corporation

The Amendment to the “Ethical Corporate Management Best Practice Principles”

After amendment	After amendment	Before amendment	Description
Article 7: Scope of prevention plan The company shall establish a risk assessment mechanism against unethical conduct, analyze and assess on a regular basis business activities within their business scope which are at a higher risk of being involved in unethical conduct, and establish prevention programs accordingly and review their adequacy and effectiveness on a regular basis. The prevention programs, which shall at least include preventive measures against the following: 1. Offering and acceptance of bribes. 2. Illegal political donations. 3. Improper charitable donations or sponsorship. 4. Offering or acceptance of unreasonable presents or hospitality, or other improper benefits. 5. Misappropriation of trade secrets and infringement of trademark rights, patent rights, copyrights, and other intellectual property rights. 6. Engaging in unfair competitive practices. 7. Damage directly or indirectly caused to the rights or interests, health, or safety of consumers or other stakeholders in the course of research and development, procurement, manufacture, provision, or sale of products and services.		Article 7: Scope of prevention programs When establishing the prevention programs, the Company shall analyze which business activities within its business scope which are possibly at a higher risk of being involved in an unethical conduct, and strengthen the preventive measures. The prevention programs adopted by the Company shall at least include preventive measures against the following: I. Offering and acceptance of bribes. II. Illegal political donations. III. Improper charitable donations or sponsorship. IV. Offering or acceptance of unreasonable presents, services, hospitality, or other improper benefits.	1. Revisions made according to the amendment to the “Ethical Corporate Management Best Practice Principles for TWSE/GTS M Listed Companies” by the competent authorities in May 2019. 2. At the initial assessment in 2010, we adopted the preventive measures in subparagrap hs 1-4. After re- assessment, we added preventive measures in sub- paragraphs 5-7.
	rights, copyrights, and other intellectual
	property rights. Engaging in unfair competitive practices. Damage directly or indirectly caused to
	the rights or interests, health, or safety of consumers or other stakeholders in the course of research and development,
	procurement, manufacture, provision, or
	sale of products and services.

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Article 8: Commitment and implementation Directors and General manager of the company shall issue a statement of compliance with the ethical management policy and require in the terms of employment that employees comply with such policy. The Company and Group enterprises and organizations shall clearly specify in their rules and external documents the ethical corporate management policies and the commitment by the Board of Directors and the management on rigorous and thorough implementation of such policies, and shall carry out the policies in internal management and in commercial activities. The declarations, commitments and implementation of the above integrity management policy shall be produced and documented by all responsible units and properly preserved.	Article 8: Commitment and implementation Directors and General manager of the company shall issue a statement of compliance with the ethical management policy and require in the terms of employment that employees comply with such policy. The Company and Group enterprises and organizations shall clearly specify in their rules and external documents the ethical corporate management policies and the commitment by the Board of Directors and the management on rigorous and thorough implementation of such policies, and shall carry out the policies in internal management and in commercial activities. The declarations, commitments and implementation of the above integrity management policy shall be produced and documented by all responsible units and properly preserved.	The following articles have been added with respect to the amendment by the competent authorities.

Article 14 Directors,	Prohibition against infringement	New provisions added according to the amended “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies.
and may not use, disclose, dispose, or damage intellectual property or otherwise infringe intellectual property rights without
the prior consent of the intellectual property
rights holder.

Article 15	Prohibition of unfair competition	New provisions added according to the amended “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed
not fix prices, make rigged bids, establish output restrictions or quotas, or share or divide markets by allocating customers, suppliers, territories, or lines of commerce.

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		Companies.”
Article 16Prevention of damage on Stakeholders from Products/Services In the course of research and development,		New provisions added according to the amended “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies.”
procurement, manufacture, provision, or sale of products and services, The company
and our directors, managers, employees, mandataries, and substantial controllers shall observe applicable laws and regulations and international standards to ensure the transparency of information about, and safety of, their products and services. They shall also adopt and publish a policy on the protection of the rights and interests of consumers or other stakeholders, and carry out the policy in their operations, with a view to preventing their products and services from directly or
indirectly damaging the rights and interests,
health, and safety of consumers or other stakeholders. Where there are sufficient facts to determine that the company's products or services are likely to pose any hazard to the safety and health of consumers
or other stakeholders, the company shall, in
principle, recall those products or suspend the services immediately.
Article 17: Organization and liability The Company’s Board of Directors shall exercise the due care of good administrators to urge the Company to prevent unethical conduct, always review the results of the preventive measures and continually make adjustments so as to ensure thorough implementation of its ethical corporate management policies. To achieve sound ethnical corporate management, the Company’sgovernance teamestablishes andsupervises the implementationof the ethical corporate management policies and preventive programsaccording to the following duties. The chief corporate governance officer periodically(at least once a year)reports to the board of directors:	Article 14: Organization and liability The Company’s Board of Directors shall exercise the due care of good administrators to urge the Company to prevent unethical conduct, always review the results of the preventive measures and continually make adjustments so as to ensure thorough implementation of its ethical corporate management policies. To achieve sound ethical corporate management, the Company shall have its Group HR Divisionestablish the ethical corporate management policies and prevention programs, and haveAudit Office supervise the implementation of such policies and programs and report to the Board of Directors on a regular basis.	1. Seriation adjustment 2. Amend in accordance with the amended “Ethical Corporate Management Best Practice Principles for TWSE/GTS M Listed Companies.”
periodically the board of

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1.	Establish regulations to implement the ethical management policy in compliance
2. 3.
	with the requirements of laws and regulations. Analyzing and assessing on a regular basis the risk of involvement in unethical
	conduct within the business scope. Planning the internal organization, structure, and allocation of responsibilities and setting up check-and- balance mechanisms for mutual supervision of the business activities within the business scope which are possibly at a higher risk for unethical conduct. Promoting and coordinating awareness and educational activities with respect to
4.
5.
	ethics policy. Developing a whistle-blowing system and ensuring its operating effectiveness. Assisting the board of directors and General manager in assessing whether the
6.

	prevention measures taken for the purpose of implementing ethical management are effectively operating, and preparing reports on the regular assessment of compliance with ethical management in operatingprocedures.
Article18:In compliance with laws and regulations of business executing		Article 15: In compliance with laws and regulations of business executing	Seriation adjustment
Article19:Interest avoidance		Article 16: Interest avoidance of directors and managers

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Article20:Accounting and internal control The Company shall establish effective accounting systems and internal control systems for business activities possibly at a higher risk of being involved in an unethical conduct, not have under-the-table accounts or keep secret accounts, and conduct reviews regularly so as to ensure that the design and enforcement of the systems remain effective. The Company’s internal audit officers shall, based on the results of assessment of the risk of involvement in unethical conduct, devise relevant audit plans and examine accordingly the compliance with the prevention programs. The results of examination in the preceding	Article 17: Accounting and internal control The Company shall establish effective accounting systems and internal control systems for business activities possibly at a higher risk of being involved in an unethical conduct, not have under-the-table accounts or keep secret accounts, and conduct reviews regularly so as to ensure that the design and enforcement of the systems remain effective. The Company’s internal audit officers shall periodically examine the Company's compliance with the foregoing systems and prepare audit reports and submit the same to the Board of Directors.	1. Seriation adjustment 2. Amend in accordance with the amended “Ethical Corporate Management Best Practice Principles for TWSE/GTS M Listed Companies.”
paragraph shall be reported to senior management and the ethical management dedicated unit and put down in writing in the form of an audit report to be submitted to the board of directors and Audit Committee.
Article21~ Article25	Article 18~ Article 22	Only seriation adjustment without content revision.
Article 26 Implement These Principles and any amendments hereto, shall be implemented after adoption by resolution of the Board of Directors.	Article 23 Enforcement These Principles shall be implemented upon approval by resolution of the Board of Directors,and reported to a shareholders’ meeting.The same shall apply where these Principles are amended.	Simplification of operating procedures.

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Report Items:

Report 5

To report the amendment to the “Operating Procedures for Ethical Management and Guidelines for Conduct”.

Description: 1. Part of the “Operating Procedures for Ethical Management and Guidelines for Conduct” was amended with respect to the amendment to the “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies” promulgated by the Taiwan Stock Exchange Corporation.

The content of amended provisions to the “Operating Procedures for Ethical Management and Guidelines for Conduct” is shown in the next page.

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China General Plastics Corporation

The Amendment to the “Operating Procedures for Ethical Management and Guidelines

for Conduct”

				for Conduct”
After amendment				Before amendment	Description
Article 5. (Dedicated Unit) This Company appoints thegovernance team (the “Dedicated Unit”)under the board of directors to establish and supervise the			governance team	Article 5. (Dedicated Unit) The Company shall designate its Group HR Division as the dedicated unit (hereinafter referred to as the “dedicated unit”) in charge of the amendment, implementation, interpretation, and advisory services with respect to these Procedures and Guidelines, and the recording and filing of reports and submission of regular reports to the Board of Directors.	Revisions made according to the amendment to the “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies” by the competent authorities in May 2019.
		and supervise the
implementation of the ethical corporate
management policies and preventive
programs. The chief corporate governance
officer shall be in charge of the following
matters and report to the board of directors
periodically I. Establish
of unethical behavior within the scope of business. III. Planning the internal organization, structure and allocation of responsibilities and setting up check- and-balance mechanisms for mutual supervision of the business activities within the business scope which are possibly at a higher risk for unethical behavior. IV. Promoting and coordinating awareness and educational activities with respect to ethics policy. V. Developing a whistleblower system and	of unethical behavior within the scope of
IV.
V.
ensuring its operating effectiveness. VI. Assisting the board of directors and General manager in assessing whether the preventive measures for ethical management are effectively implemented, and preparing reports on the regular assessment of compliance with ethical management in operating procedures.
Article 24 (Implement) These Procedures and Guidelines,and any				Article 24. (Enforcement) These Procedures and Guidelines shall be	Simplification of operating

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amendments hereto, shall be implemented after adoption by resolution of the Board of Directors.	enforced upon approval by a directors’ meeting,and reported to a shareholders’ meeting. The same shall apply where these Procedures and Guidelines are amended.	procedures.

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II. Matters for Ratification and Discussion:

Proposal 1

Proposed by the Board

To ratify 2019 Business Report and Financial Statements.

Description: 1. The 2019 financial statements (including individual and consolidated financial statements) approved by the Board on March 5, 2020 are audited by CPA Xiu-Chun Huang and CPA Zheng-Jun Qiu of Deloitte Taiwan and the Audit Committee for the record.

Please refer to p. 5-8 of this Handbook for the 2019 Business Report and p. 21-41 for the CPA Audit Report and the financial statements.

Resolution:

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INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders China General Plastics Corporation

Opinion

We have audited the accompanying financial statements of China General Plastics Corporation (the “Company”), which comprise the balance sheets as of December 31, 2019 and 2018, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the financial statements, including a summary of significant accounting policies (collectively referred to as the “financial statements”).

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audit of the financial statements for the year ended December 31, 2019 in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants, Rule No. 1090360805 issued by the Financial Supervisory Commission of the Republic of China on February 25, 2020, and auditing standards generally accepted in the Republic of China. We conducted our audit of the financial statements for the year ended December 31, 2018 in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2019. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The key audit matters identified in the Company’s financial statements for the year ended December 31, 2019 are stated as follows:

Validity of Specific Revenue

The amount of revenue derived from certain customers was NT$2,455,764 thousand, representing 29% of total revenue of the Company for the year ended December 31, 2019. These customers were all distributor, and their growth rate of revenue is significantly higher compared to the average growth rate of revenue. Therefore, we identified the validity of revenue derived from these customers as a key audit matter.

For the accounting policy related to the validity of the revenue derived from these customers, refer to Notes 4 and 20 to the accompanying consolidated financial statements.

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The main audit procedures that we performed to assess the validity of revenue derived from the above-mentioned specific customers are as follows:

We understood the design and tested the operating effectiveness of internal control and confirmed the validity of revenue recognition derived from the above-mentioned customers.
We sampled the transaction documents related to revenue derived from the above-mentioned customers, including sales order, shipping, customs and receipt documents, and verified that the revenue was recognized upon completion of the performance obligation.
We sampled sales returns, provisions and cash collections which have occurred subsequent to the balance sheet date and verified the reasonableness of revenue recognition.

Valuation of Inventory

As of December 31, 2019, the carrying amount of the Company’s inventory was NT$711,140 thousand (i.e., the gross amount of inventory of NT$749,430 thousand with a deduction of the allowance for inventory valuation of NT$38,290 thousand), representing 7% of the Company’s total assets. As the Company’s inventory was stated at the lower of cost or net realizable value in accordance with IAS 2 “Inventories”, which involved critical judgment and accounting estimates by the management, we identified the valuation of inventory as a key audit matter.

Refer to Notes 4, 5 and 10 to the Company’s financial statements for the related accounting policies and disclosures on inventory valuation.

The main audit procedures that we performed for valuation of inventory are as follows:

We obtained an understanding of the reasonableness of the Company’s policies and methods of the allowance for inventory valuation.
By performing a year-end inventory observation, we understood the inventory status and evaluated the reasonableness of the allowance for inventory valuation.
We tested the inventory aging and net realizable value report used in valuation, including verification of the completeness, net realizable value and recalculation of the accuracy of the reports. In addition, we also performed the retrospective test to verify the validity of the impairment items and value decline in subsequent period.

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

Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

Those charged with governance, including the audit committee, are responsible for overseeing the Company’s financial reporting process.

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Auditors’ Responsibilities for the Audit of the Financial Statements

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

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

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

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

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

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From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended December 31, 2019 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Hsiu-Chun Huang and Cheng-Chun Chiu.

Deloitte & Touche Taipei, Taiwan Republic of China March 13, 2020

Notice to Readers

The accompanying financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors’ report and the accompanying 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 financial statements shall prevail.

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CHINA GENERAL PLASTICS CORPORATION

BALANCE SHEETS DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents Financial assets at fair value through profit or loss (FVTPL) - current Notes receivable Trade receivables Trade receivables from related parties Other receivables Other receivables from related parties Current tax assets Inventories Prepayments Other current assets Total current assets NON-CURRENT ASSETS Financial assets at fair value through other comprehensive income (FVTOCI) - non-current Investments accounted for using the equity method Property, plant and equipment Investment properties Intangible assets Deferred tax assets Refundable deposits Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Notes payable Trade payables Trade payables to related parties Other payables Other payables to related parties Current tax liabilities Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Deferred tax liabilities Net defined benefit liabilities - non-current Other non-current liabilities Total non-current liabilities Total liabilities EQUITY Ordinary Shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Total equity TOTAL		2019	% 2 4 1 6 1 - - - 7 - - 21 1 45 28 3 - 2 - 79 100 - 2 8 3 - - 1 14 5 5 - 10 24 49 - 6 4 17 27 - 76 100		2018
		Amount $ 196,834 391,585 133,133 629,762 109,470 34,716 2,298 5,905 711,140 27,833 1,193 2,243,869 117,882 4,879,875 3,082,693 285,298 137 218,937 12,115 8,596,937 $ 10,840,806 $ - 249,970 874,579 323,197 2,166 - 66,004 1,515,916 485,035 584,884 4,159 1,074,078 2,589,994 5,270,299 10,060 640,570 408,223 1,888,394 2,937,187 33,266 8,250,812 $ 10,840,806			Amount $ 150,729 405,396 190,380 832,697 101,570 26,985 2,407 - 820,821 17,348 1,040 2,549,373 121,047 4,910,191 3,046,423 135,277 1,640 251,089 2,474 8,468,141 $ 11,017,514 $ 288 226,463 777,387 394,539 4,162 63,552 61,363 1,527,754 484,666 627,435 3,019 1,115,120 2,642,874 5,067,596 8,929 512,954 408,223 2,334,921 3,256,098 42,017 8,374,640 $ 11,017,514	% 1 4 2 8 1 - - - 7 - - 23 1 45 28 1 - 2 - 77 100 - 2 7 4 - 1 - 14 4 6 - 10 24 46 - 5 4 21 30 - 76 100

The accompanying notes are an integral part of the financial statements.

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CHINA GENERAL PLASTICS CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

NET REVENUE COST OF REVENUE GROSS PROFIT REALIZED GAIN ON TRANSACTIONS WITH SUBSIDIARIES REALIZED GROSS PROFIT OPERATING EXPENSES Selling and marketing expenses General and administrative expenses Research and development expenses Total operating expenses PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Other income Other gains Interest expense Share of profit of subsidiaries and associates Total non-operating income and expenses PROFIT BEFORE INCOME TAX FROM CONTINUING OPERATIONS INCOME TAX EXPENSE NET PROFIT FOR THE YEAR		2019 Amount % $ 8,391,693 100 7,676,217 92 715,476 8 270 - 715,746 8 352,696 4 154,476 2 31,263 - 538,435 6 177,311 2 25,877 - 4,645 - (788) - 482,646 6 512,380 6 689,691 8 47,014 - 642,677 8		2018
				Amount % $ 8,248,176 100 7,184,172 87 1,064,004 13 8,150 - 1,072,154 13 318,651 4 151,862 2 31,586 - 502,099 6 570,055 7 27,818 1 18,012 - (14) - 767,701 9 813,517 10 1,383,572 17 107,416 1 1,276,156 16 (Continued)

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CHINA GENERAL PLASTICS CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

2019 Amount % OTHER COMPREHENSIVE INCOME (LOSS) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans $ 4,309 - Unrealized gain on investments in equity instruments at FVTOCI 3,726 - Share of the other comprehensive income (loss) of subsidiaries and associates accounted for using the equity method-unrealized loss on investments in equity instruments at FVTOCI 5,461 - Share of other comprehensive income (loss) of subsidiaries and associates accounted for using the equity method - remeasurement of defined benefit plans 2,539 - Income tax relating to items that will not be reclassified subsequently to profit or loss (862) - 15,173 - Items that may be reclassified subsequently to profit or loss: Exchange differences on translating the financial statements of foreign operations (20,861) - Share of other comprehensive loss of associates accounted for using the equity method - exchange differences on translating the financial statements of foreign operations (711) - Income tax relating to items that may be reclassified subsequently to profit or loss 3,634 - (17,938) - Other comprehensive income (loss) for the year, net of income tax (2,765) - TOTAL COMPREHENSIVE INCOME FOR THE YEAR $ 639,912 8 EARNINGS PER SHARE Basic $ 1.22 Diluted $ 1.22 The accompanying notes are an integral part of the financial statements.		2018
		Amount % $ 3,712 - 20,947 - (20,017) - (3,291) - 7,778 - 9,129 - 7,723 - (400) - (3,565) - 3,758 - 12,887 - $ 1,289,043 16 $ 2.42 $ 2.42 (Concluded)




		$

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CHINA GENERAL PLASTICS CORPORATION

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1, 2018 Effect of retrospective restatement BALANCE AT JANUARY 1, 2018, AS RESTATED Appropriation of 2017 earnings Legal reserve Cash dividends distributed by the Company Share dividends distributed by the Company Other changes in capital surplus Net profit for the year ended December 31, 2018 Other comprehensive income for the year ended December 31, 2018, net of income tax Total comprehensive income for the year ended December 31, 2018 BALANCE AT DECEMBER 31, 2018 Effect of retrospective restatement BALANCE AT JANUARY 1, 2019, AS RESTATED Appropriation of 2018 earnings Legal reserve Cash dividends distributed by the Company Share dividends distributed by the Company Other changes in capital surplus Net profit for the year ended December 31, 2019 Other comprehensive income (loss) for the year ended December 31, 2019, net of income tax Total comprehensive income (loss) for the year ended December 31, 2019 BALANCE AT DECEMBER 31 2019	Share Capital Ordinary Shares $ 4,919,996 - 4,919,996 - - 147,600 - - - - 5,067,596 - 5,067,596 - - 202,703 - - - - $ 5,270,299		Capital Surplus	Capital Surplus	Total $ 8,236 - 8,236 - - - 693 - - - 8,929 - 8,929 - - - 1,131 - - - $ 10,060		Retained Earnings	Total $ 2,857,342 - 2,857,342 - (737,999) (147,600) - 1,276,156 8,199 1,284,355 3,256,098 (4,731) 3,251,367 - (760,140) (202,703) - 642,677 5,986 648,663 $ 2,937,187	Other Equity	Total $ 20,767 16,562 37,329 - - - - - 4,688 4,688 42,017 - 42,017 - - - - - (8,751) (8,751) $ 33,266	Total Equity $ 7,806,341 16,562 7,822,903 - (737,999) - 693 1,276,156 12,887 1,289,043 8,374,640 (4,731) 8,369,909 - (760,140) - 1,131 642,677 (2,765) 639,912 $ 8,250,812
									Exchange Differences Unrealized on Translating Unrealized Gain (Loss) on the Financial Gain (Loss) on Investments in Statements of Available-for- Equity Foreign sale Financial Instruments at Operations Assets FVTOCI $ (19,583) $ 40,350 $ - - (40,350) 56,912 (19,583) - 56,912 - - - - - - - - - - - - - - - 3,758 - 930 3,758 - 930 (15,825) - 57,842 - - - (15,825) - 57,842 - - - - - - - - - - - - - - - (17,938) - 9,187 (17,938) - 9,187 $ (33,763) $ - $ 67,029
			Unpaid Dividend $ 7,929 - 7,929 - - - 693 - - - 8,622 - 8,622 - - - 1,124 - - - $ 9,746	Others $ 307 - 307 - - - - - - - 307 - 307 - - - 7 - - - $ 314		Legal Reserve $ 385,973 - 385,973 126,981 - - - - - - 512,954 - 512,954 127,616 - - - - - - $ 640,570	Special Unappropriated Reserve Earnings $ 408,223 $ 2,063,146 - - 408,223 2,063,146 - (126,981) - (737,999) - (147,600) - - - 1,276,156 - 8,199 - 1,284,355 408,223 2,334,921 - (4,731) 408,223 2,330,190 - (127,616) - (760,140) - (202,703) - - - 642,677 - 5,986 - 648,663 $ 408,223 $ 1,888,394

The accompanying notes are an integral part of the financial statements.

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CHINA GENERAL PLASTICS CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax

Adjustments for:
Depreciation expenses
Amortization expenses
Net gain on fair value change on financial assets carried at FVTPL
Interest expense
Interest income
Dividend income
Share of profit of subsidiaries and associates
Net (gain) loss on disposal of property, plant and equipment
Write-down (reversal) of inventories
Realized gain on the transactions with subsidiaries
Gain on disposal of subsidiary
Changes in operating assets and liabilities
Financial assets mandatorily classified as at FVTPL
Notes receivable
Trade receivables
Trade receivables from related parties
Other receivables
Other receivables from related parties
Inventories
Prepayments
Other current assets
Financial liabilities held for trading
Notes payable
Trade payables
Trade payables to related parties
Other payables
Other payables to related parties
Other current liabilities
Net defined benefit liabilities

Cash generated from operations
Interest received
Interest paid
Income tax paid

Net cash generated from operating activities

2019
2018
$ 689,691
$ 1,383,572
184,536
176,198
1,503
2,813
(38,482)
(7,829)
788
14
(6,843)
(6,670)
(3,983)
(1,649)
(482,646)
(767,701)
73
(1,384)
(4,770)
866
(270)
(8,150)
(2,549)
-
62,323
588,701
57,247
(14,771)
202,935
(140,129)
(7,900)
17,043
(7,750)
(1,863)
109
(428)
114,451
(139,902)
(10,485)
840
(153)
(652)
(10,030)
(17,777)
(288)
105
23,507
16,336
97,192
64,698
(57,663)
29,946
(1,996)
2,366
4,641
(16,560)
(38,242)

(231,983)
764,946
926,050
6,862
6,618
(788)
(14)
(81,178)

(118,675)
689,842

813,979
(Continued)

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CHINA GENERAL PLASTICS CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from capital reduction of financial assets at FVTOCI Net cash inflow on disposal of subsidiaries Payments for property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in refundable deposits Payments for intangible assets Dividends received Net cash generated from (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from guarantee deposits received Refunds of guarantee deposits received Increase (decrease) in other non-current liabilities Dividends paid Net cash used in financing activities NET INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	2019 $ 6,891 78,556 (389,412) 3,750 (9,641) - 422,912 113,056 2,988 (1,844) (4) (757,933) (756,793) 46,105 150,729 $ 196,834	2018 $ 7,462 - (278,787) 2,140 - (275) 256,708 (12,752) 925 (278) 1 (738,002) (737,354) 63,873 86,856 $ 150,729

The accompanying notes are an integral part of the financial statements. (Concluded)

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INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders China General Plastics Corporation

Opinion

We have audited the accompanying consolidated financial statements of China General Plastics Corporation and its subsidiaries (collectively referred to as the “Group”), which comprise the consolidated balance sheets as of December 31, 2019 and 2018, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies (collectively referred to as the “consolidated financial statements”).

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2019 and 2018, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audit of the consolidated financial statements for the year ended December 31, 2019 in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants, Rule No. 1090360805 issued by the Financial Supervisory Commission of the Republic of China on February 25, 2020, and auditing standards generally accepted in the Republic of China. We conducted our audit of the consolidated financial statements for the year ended December 31, 2018 in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2019. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

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The key audit matters identified in the Group’s consolidated financial statements for the year ended December 31, 2019 are stated as follows:

Validity of Specific Revenue

The amount of revenue derived from certain customers was NT$3,509,113 thousand, representing 23% of total revenue of the Group for the year ended December 31, 2019. These customers were all distributors, and their growth rate of revenue is significantly higher compared to the average growth rate of revenue. Therefore, we identified the validity of the revenue derived from these customers has been identified as a key audit matter.

For the accounting policy related to the validity of the revenue derived from these customers, refer to Notes 4 and 26 to the accompanying consolidated financial statements.

The main audit procedures that we performed to assess the validity of the revenue derived from the abovementioned specific customers are as follows:

We understood the designed and tested operating effectiveness of internal control and confirmed the validity of revenue recognition derived from the above-mentioned customers.
We sampled the transaction documents related to revenue derived from the above-mentioned customers, including sales order, shipping, customs and receipt documents, and verified verify that the revenue was recognized upon completion of the performance obligation.
We sampled sales returns, provisions and cash collections which have occurred subsequent to the balance sheet date and verified the reasonableness of revenue recognition.

Valuation of Inventory

As of December 31, 2019, the carrying amount of the Group’s inventory was NT$1,469,212 thousand (i.e., the gross amount of inventory of NT$1,551,532 thousand with a deduction of the allowance for inventory valuation of NT$82,320 thousand), representing 12% of the Group’s total assets. As the Group’s inventory was stated at the lower of cost or net realizable value in accordance with IAS 2 “Inventories”, which involved critical judgment and accounting estimates by the management, we identified the valuation of inventory has been identified as a key audit matter.

Refer to Notes 4, 5 and 11 to the Group’s financial statements for the related accounting policies and disclosures on inventory valuation.

The main audit procedures that we performed for valuation of inventory are as follows:

We obtained an understanding of the reasonableness of the Group’s policies and methods of the allowance for inventory valuation.
By performing a year-end inventory observation, we understood the inventory status and evaluated the reasonableness of the allowance for inventory valuation.
We tested the inventory aging and net realizable value report used in valuation, including verification of the completeness, net realizable value and recalculation of the accuracy of the reports. In addition, we also performed the retrospective test to verify the validity of the impairment items and value decline in subsequent period.

Other Matter

We have also audited the parent company only financial statements of China General Plastics Corporation as of and for the years ended December 31, 2019 and 2018 on which we have issued an unmodified opinion.

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

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

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

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

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

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

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2019 and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation preludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Hsiu-Chun Huang and Cheng-Chun Chiu.

Deloitte & Touche Taipei, Taiwan Republic of China

March 13, 2020

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.

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.

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CHINA GENERAL PLASTICS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents Financial assets at fair value through profit or loss (FVTPL) - current Financial assets at amortized cost - current Notes receivable Trade receivables Other receivables Other receivables from related parties Current tax assets Inventories Prepayments Other current assets Total current assets NON-CURRENT ASSETS Financial assets at fair value through other comprehensive income (FVTOCI) - non-current Investments accounted for using the equity method Property, plant and equipment Right-of-use assets Investment properties Intangible assets Deferred tax assets Long-term prepayments for leases Other non-current assets Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Financial liabilities at FVTPL - current Notes payable Trade payables Trade payables to related parties Other payables Other payables to related parties Current tax liabilities Lease liability - current Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Long-term borrowings Deferred tax liabilities Lease liabilities - non-current Net defined benefit liabilities - non-current Other non-current liabilities Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY Ordinary shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Total equity attributable to owners of the Company NON-CONTROLLING INTERESTS Total equity TOTAL		2019 Amount % $ 653,347 6 776,077 6 269,103 2 209,990 2 1,268,810 10 73,501 1 14,315 - 6,223 - 1,469,212 12 133,470 1 2,818 - 4,876,866 40 119,803 1 280,769 2 6,157,575 50 305,108 2 285,298 2 183 - 230,996 2 - - 74,635 1 7,454,367 60 $ 12,331,233 100 $ 1,227 - - - 681,973 6 156,339 1 630,440 5 15,084 - 99,734 1 36,082 - 74,220 1 1,695,099 14 500,000 4 595,310 5 181,459 1 642,215 5 4,584 - 1,923,568 15 3,618,667 29 5,270,299 43 10,060 - 640,570 5 408,223 3 1,888,394 16 2,937,187 24 33,266 - 8,250,812 67 461,754 4 8,712,566 71 $ 12,331,233 100		2018
				Amount % $ 934,680 7 1,432,707 11 268,954 2 195,847 2 1,608,142 12 84,601 1 11,165 - - - 1,717,275 13 59,343 - 1,513 - 6,314,227 48 122,640 1 253,998 2 6,009,889 45 - - 135,277 1 2,493 - 261,613 2 95,184 1 28,774 - 6,909,868 52 $ 13,224,095 100 $ 1,645 - 288 - 915,009 7 171,860 1 754,730 6 14,263 - 181,491 1 - - 68,412 1 2,107,698 16 1,000,000 8 593,964 4 - - 707,679 5 3,650 - 2,305,293 17 4,412,991 33 5,067,596 39 8,929 - 512,954 4 408,223 3 2,334,921 18 3,256,098 25 42,017 - 8,374,640 64 436,464 3 8,811,104 67 $ 13,224,095 100

The accompanying notes are an integral part of the consolidated financial statements.

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CHINA GENERAL PLASTICS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

NET REVENUE (Notes 4, 26 and 32) COST OF REVENUE (Notes 4, 11, 24, 27 and 32) GROSS PROFIT OPERATING EXPENSES (Notes 4, 24, 27 and 32) Selling and marketing expenses General and administrative expenses Research and development expenses Total operating expenses PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES (Notes 4, 7, 14, 27 and 32) Other income Other gains Interest expense Share of profit or loss of associates accounted for using the equity method Total non-operating income and expenses PROFIT BEFORE INCOME TAX FROM CONTINUING OPERATIONS INCOME TAX EXPENSE (Notes 4 and 28) NET PROFIT FROM CONTINUING OPERATIONS (Note 27) NET PROFIT FROM DISCONTINUED OPERATIONS (Notes 4 and 12) NET PROFIT FOR THE YEAR		2019 Amount % $ 15,117,855 100 13,148,375 87 1,969,480 13 851,284 6 284,330 2 59,967 - 1,195,581 8 773,899 5 64,544 1 3,028 - (12,203) - 24,740 - 80,109 1 854,008 6 160,193 1 693,815 5 4,175 - 697,990 5		2018
				Amount % $ 15,192,621 100 12,490,058 82 2,702,563 18 798,642 5 277,710 2 53,288 1 1,129,640 8 1,572,923 10 83,803 1 33,090 - (10,149) - (25,315) - 81,429 1 1,654,352 11 305,699 2 1,348,653 9 7,467 - 1,356,120 9 (Continued)

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CHINA GENERAL PLASTICS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OTHER COMPREHENSIVE INCOME (LOSS) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Unrealized gain on investments in equity instruments at FVTOCI Share of the other comprehensive income (loss) of associates accounted for using the equity method - remeasurement of defined benefit plans Share of the other comprehensive income (loss) of associates accounted for using the equity method - unrealized loss on investments in equity instruments at FVTOCI Income tax relating to items that will not be reclassified subsequently to profit or loss Items that may be reclassified subsequently to profit or loss: Exchange differences on translating the financial statements of foreign operations Share of the other comprehensive loss of associates accounted for using the equity method - exchange differences on translating the financial statements of foreign operations Income tax relating to items that may be reclassified subsequently to profit or loss Other comprehensive income (loss) for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR NET PROFIT ATTRIBUTABLE TO: Owners of the Company Non-controlling interests		2019 Amount % $ 7,692 - 4,054 - (411) - 5,175 - (862) - 15,648 - (20,861) - (711) - 3,634 - (17,938) - (2,290) - $ 695,700 5 $ 642,677 4 55,313 1 $ 697,990 5		2018
				Amount % $ (591) - 20,346 - 462 - (19,493) - 7,778 - 8,502 - 7,723 - (400) - (3,565) - 3,758 - 12,260 - $ 1,368,380 9 $ 1,276,156 8 79,964 1 $ 1,356,120 9 (Continued)

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CHINA GENERAL PLASTICS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: Owners of the Company Non-controlling interests EARNINGS PER SHARE From continuing and discontinued operations Basic Diluted From continuing operations Basic Diluted		2019 Amount % $ 639,912 4 55,788 1 $ 695,700 5 $ 1.22 $ 1.22 $ 1.21 $ 1.21		2018
				Amount % $ 1,289,043 8 79,337 1 $ 1,368,380 9 $ 2.42 $ 2.42 $ 2.41 $ 2.41
		$		$

The accompanying notes are an integral part of the consolidated financial statements. (Concluded)

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CHINA GENERAL PLASTICS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

				Equity Attributable to Owners of the Company	Equity Attributable to Owners of the Company
Share Capital Ordinary Shares $ 4,919,996 - 4,919,996 - - 147,600 - - - - - 5,067,596 - 5,067,596 - - 202,703 - - - - - $ 5,270,299	Capital Surplus		Total $ 8,236 - 8,236 - - - - 693 - - - 8,929 - 8,929 - - - - 1,131 - - - $ 10,060	Retained Earnings	Total $ 2,857,342 - 2,857,342 - (737,999 ) (147,600 ) - - 1,276,156 8,199 1,284,355 3,256,098 (4,731) 3,251,367 - (760,140 ) (202,703 ) - - 642,677 5,986 648,663 $ 2,937,187	Other Equity	Total $ 20,767 16,562 37,329 - - - - - - 4,688 4,688 42,017 - 42,017 - - - - - - (8,751) (8,751) $ 33,266
						Exchange Differences on Translating the Financial Statements Unrealized Gain (Loss) on Available-for- Unrealized Gain (Loss) on Investments in Equity Foreign sale Financial Instruments Operations Assets at FVTOCI $ (19,583 ) $ 40,350 $ - - (40,350) 56,912 (19,583 ) - 56,912 - - - - - - - - - - - - - - - - - - 3,758 - 930 3,758 - 930 (15,825 ) - 57,842 - - - (15,825 ) - 57,842 - - - - - - - - - - - - - - - - - - (17,938) - 9,187 (17,938) - 9,187 $ (33,763) $ - $ 67,029
	Unpaid Dividends $ 7,929 - 7,929 - - - - 693 - - - 8,622 - 8,622 - - - - 1,124 - - - $ 9,746	Others $ 307 - 307 - - - - - - - - 307 - 307 - - - - 7 - - - $ 314		Unappropriated Legal Reserve Special Reserve Earnings $ 385,973 $ 408,223 $ 2,063,146 - - - 385,973 408,223 2,063,146 126,981 - (126,981 ) - - (737,999 ) - - (147,600 ) - - - - - - - - 1,276,156 - - 8,199 - - 1,284,355 512,954 408,223 2,334,921 - - (4,731) 512,954 408,223 2,330,190 127,616 - (127,616 ) - - (760,140 ) - - (202,703 ) - - - - - - - - 642,677 - - 5,986 - - 648,663 $ 640,570 $ 408,223 $ 1,888,394

The accompanying notes are an integral part of the consolidated financial statements.

 - 39 -

CHINA GENERAL PLASTICS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax from continuing operations Income before income tax from discontinued operations Income before income tax Adjustments for: Depreciation expenses Amortization expenses Expected credit loss recognized on trade receivables Net gain on fair value change on financial assets carried at FVTPL Interest expense Interest income Dividend income Share of (profit) loss of associates Gain on disposal of property, plant and equipment Property, plant and equipment transferred to expense Write-down of inventories Impairment loss recognized on property, plant and equipment Gain on disposal of subsidiary Amortization of long-term prepayments for leases Changes in operating assets and liabilities Financial assets mandatorily classified as at FVTPL Notes receivable Trade receivables Other receivables Other receivables from related parties Inventories Prepayments Other current assets Financial liabilities held for trading Notes payable Trade payables Trade payables to related parties Other payables Other payables to related parties Other current liabilities Net defined benefit liabilities Cash generated from operations Interest received Interest paid Income tax paid Net cash generated from operating activities	2019 $ 854,008 4,175 858,183 604,562 33,505 - (40,527) 12,203 (16,013) (4,019) (24,740) (4) 4,340 3,736 - (2,549) - 715,948 (14,143) 336,100 11,032 (3,124) 240,021 (77,134) (1,305) (19,209) (288) (232,934) (15,521) (90,251) 813 5,808 (57,772) 2,226,718 16,141 (12,487) (213,820) 2,016,552	2018 $ 1,654,352 7,467 1,661,819 502,930 23,668 1,469 (7,183) 10,149 (16,400) (1,672) 25,315 (6,484) - 2,907 168 - 3,456 5,205 (15,918) (107,010) (12,230) (5,562) 142,065 (5,858) (1,019) (34,887) 105 294,436 (60,151) 58,512 (8,394) (40,694) (332,787) 2,075,955 15,083 (10,284) (253,118) 1,827,636

(Continued)

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CHINA GENERAL PLASTICS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from capital reduction of financial assets at FVTOCI Purchase of financial assets at amortized cost Proceeds from sale of financial assets at amortized cost Payments for property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in refundable deposits Decrease in refundable deposits Payments for intangible assets Dividends received Increase in other non-current assets Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Repayments of long-term borrowings Proceeds from guarantee deposits received Refunds of guarantee deposits received Repayment of the principal portion of lease liabilities Increase (decrease) in other non-current liabilities Dividends paid to owners of the Company Dividends paid to non-controlling interests Net cash used in financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN CURRENCIES NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	2019 $ 6,891 (269,103) 268,954 (955,870) 5,552 (22,902) 13,150 - 4,019 (24,061) (973,370) (500,000) 3,866 (2,926) (33,939) (6) (757,933) (30,192) (1,321,130) (3,385) (281,333) 934,680 $ 653,347	2018 $ 7,462 (268,954) 268,805 (755,004) 17,398 (53) 398 (366) 1,672 (8,225) (736,867) (50,000) 2,924 (1,665) - 2 (735,982) (37,380) (822,101) 2,867 271,535 663,145 $ 934,680

The accompanying notes are an integral part of the consolidated financial statements. (Concluded)

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Matters for Ratification and Discussion:

Proposal 2

Proposed by the Board

To ratify 2019 earnings distribution.

In 2019, the earnings after tax was NT$643,932,478. After appropriating NT$64,393,248 as the legal reserve, the distributable net profit of 2019 is NT$579,539,230. By the end of 2019, the accumulated distributable earnings is NT$1,824,001,285 and will be distributed as follows:
(1) Cash dividend: NT$263,514,964, i.e. NT$0.5 per share.

(2) Stock dividend:NT$263,514,960, i.e. NT$ 0.5 per share, or 50 shares per 1,000 shares.

The unappropriated earnings after distribution will be NT$1,296,971,361.

Please refer to p. 44, “Profit Distribution Table”, for details.
According to this proposal, the profit of 2019 will - 42 -

first be distributed, and the insufficiency will be distributed from the profit of previous years.

The cash dividends allocated to each shareholder shall be rounded down to a whole dollar amount of New Taiwan Dollars, and the total amount of allocation will be subject to the actual amount allocated.
Please authorize the Chairman to set a target date for the distribution of cash dividends after the adoption of this proposal.

Resolution:

 - 43 -

China General Plastics Corporation 2019 Profit Distribution Table

Net profit before tax of 2019
Less: Income tax
Profit after tax of 2019
Less: Retained earnings adjusted for first-time
adoption of IFRS 16 leases standard
Retained earnings adjusted for investments made
under the equity method
Earnings after tax of 2019
Less: Legal reserve
Distributable net profit of 2019
Beginning unappropriated earnings
Accumulated distributable earnings at the end of
2019
Distributable items: (total issued shares:
527,029,927)
Cash dividend: 0.5/share
Stock dividend: 0.5/share
Total of distributable items
Unappropriated earnings at the end of 2019
transferred to the next year

expressed in NTD
689,691,474
(47,013,848)
642,677,626
(4,731,236)
5,986,088
643,932,478
(64,393,248)
579,539,230
1,244,462,055
1,824,001,285
263,514,964
263,514,960
527,029,924
1,296,971,361

Chairperson: Yi-Gui Wu President: Han-Fu Lin Chief Accounting Officer: Jian-Zhou Guo

 - 44 -

Matters for Ratification and Discussion:

Proposal 3

Proposed by the Board

To approve the capitalization on stock dividends.

Description 1. To enrich operating capital, this proposal is made to have the stock dividends NT$263,514,960 to be issued 26,351,496 new shares, par value at NT$10 per share, to increase capital NT$263,514,960.

Currently the paid-in capital is NT$5,270,299,270 divided into 527,029,927 shares. After issuing new shares to increase capital, the paid-in capital will be NT$5,533,814,230 divided into 553,381,423shares.
The Board will set another target day for the issuance of stock dividend in this proposal. The dividend at 50 shares per 1,000 shares for the increased shares are determined based on the stake of shareholders registered in the List of Shareholders on the target day. Shareholders holding fractional shares after the increase may arrange to combine such shares together to meet the distribution requirements. The Chairman is authorized to contact specified person(s) to subscribe the uncombined fractional shares that are not combined at the face value and distribute such dividends in cash.
The rights and obligations of the new shares will be the - 45 -

same as all issued shares.

Should the terms and conditions of this proposal be requested to alter by the competent authority, it is proposed that the Board of Directors be authorized to take all required actions accordingly.

Resolution:

 - 46 -

Matters for Ratification and Discussion:

Proposal 4

Proposed by the Board

To approve the amendment to the “Parliamentary Rules for Shareholders’ Meetings”.

Description: 1. The “Parliamentary Rules for Shareholders’ Meetings”

is amended in accordance with promotion of regulating related laws and regulations in the company's internal rules to strengthen the spirit of corporate governance by the competent authority.

The revised “Parliamentary Rules for Shareholders’ Meetings” is shown in the next page.

Resolution:

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China General Plastics Corporation Parliamentary Rules for Shareholders’ Meetings (revised)

Amended on May 28, 2020

Article 1

To establish a strong governance system and sound supervisory capabilities for this Corporation's shareholders meetings, and to strengthen management capabilities, these Rules are adopted pursuant to the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.

Article 2

The rules of procedures for this Corporation's shareholders meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.

Article 3

(Convening shareholders meetings and shareholders meeting notices)

Unless otherwise provided by law or regulation, this Corporation's shareholders meetings shall be convened by the board of directors.

This Corporation shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting. This Corporation shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. In addition, before 15 days before the date of the shareholders meeting, this Corporation shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at this Corporation and distributed on-site at the meeting place.

The reasons for convening a shareholders meeting shall be specified in the meeting notice and publi.

Election or dismissal of directors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, dissolution, merger, or demerger of the corporation, or any matter under

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Article 185, paragraph 1 of the Company Ac shall be itemized in the subjects to be described and the essential contents shall be explained in the notice to convene the shareholders meeting. None of the above matters may be raised by an extraordinary motion. The essential contents may be posted on the website designated by the competent authority in charge of securities affairs or the company, and such website shall be indicated in the above notice.

If re-election of the complete board of directors is listed as the purpose of a meeting of shareholders and the inauguration date is stated, after the completion of the board of directors, the inauguration date shall not be change by a motion or other means in the same meeting of shareholders.

A shareholder holding 1 percent or more of the total number of issued shares may submit to this Corporation a proposal for discussion at a regular shareholders meeting. Such proposals, however, are limited to one item only, and no proposal containing more than one item will be included in the meeting agenda. A shareholder proposal proposed for urging a company to promote public interests or fulfill its social responsibilities may still be included in the list of proposals to be discussed at a regular meeting of shareholders by the board of directors. In addition, when the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda.

Prior to the book closure date before a regular shareholders meeting is held, this Corporation shall publicly announce that it will receive shareholder proposals, and the location and time period for their submission in writing or by way of electronic transmission; the period for submission of shareholder proposals may not be less than 10 days.

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

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

Article 4

For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by this Corporation and stating the scope of the proxy's authorization.

A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to this Corporation before 5 days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received

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earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.

After a proxy form has been delivered to this Corporation, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to this Corporation before 2 business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.

Article 5

(Principles determining the time and place of a shareholders meeting)

The venue for a shareholders meeting shall be the premises of this Corporation, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m.

Article 6

(Preparation of documents such as the attendance book)

This Corporation shall specify in its shareholders meeting notices the time during which shareholder attendance registrations will be accepted, the place to register for attendance, and other matters for attention.

The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations.

Shareholders and their proxies (collectively, "shareholders") shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. This Corporation may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.

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

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

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

Article 7

(The chair and non-voting participants of a shareholders meeting)

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If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the directors to act as chair. Where the chairperson does not make such a designation, the directors shall select from among themselves one person to serve as chair.

When a director serves as chair, as referred to in the preceding paragraph, the director shall be one who has held that position for six months or more and who understands the financial and business conditions of the company.

It is advisable that shareholders meetings convened by the board of directors be chaired by the chairperson of the board in person and attended by the directors. The attendance shall be recorded in the meeting minutess.

If a shareholders meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.

This Corporation may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting in a non-voting capacity.

Article 8

(Documentation of a shareholders meeting by audio or video)

This Corporation, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures.

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

Article 9

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

The chair shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number

 - 51 -

of issued shares, the chair shall declare the meeting adjourned.

If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within 1 month.

When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act.

Article 10

(Discussion of proposals)

If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. Any extemporary motion(s) and/or the amendment(s) to the original proposal(s) shall be resolved. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting.

The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the board of directors.

The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.

The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed and call for a vote. The time for voting shall be sufficient.

Article 11

(Shareholder speech)

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

A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject

 - 52 -

given on the speaker's slip, the spoken content shall prevail.

Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.

When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.

When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal.

After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.

Article 12

(Calculation of voting shares and recusal system)

Voting at a shareholders meeting shall be calculated based the number of shares.

With respect to resolutions of shareholders meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.

When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of this Corporation, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.

The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.

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

Article 13

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

When this Corporation holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence). When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of

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that meeting.

A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to this Corporation before 2 days before the date of the shareholders meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.

After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders meeting in person, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to this Corporation, by the same means by which the voting rights were exercised, before 2 business days before the date of the shareholders meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail.

Except as otherwise provided in the Company Act and in this Corporation's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS. When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.

Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of this Corporation.

Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.

Article 14

(Election)

The election of directors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by this Corporation, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers

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of votes with which they were elected.

The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.

Article 15

Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. This Corporation may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.

The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their results of resolution (including a record made of the vote); where there is an election of directors, shall record the number of the vote for each candidate who is nominated and the minutes shall be retained for the duration of the existence of this Corporation.

Article 16

(Public disclosure)

On the day of a shareholders meeting, this Corporation shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies, and shall make an express disclosure of the same at the place of the shareholders meeting.

If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation regulations, this Corporation shall upload the content of such resolution to the MOPS within the prescribed time period.

Article 17

(Maintaining order at the meeting place)

Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands.

The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."

At the place of a shareholders meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by this Corporation, the chair may prevent the

 - 55 -

shareholder from so doing.

When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.

Article 18

(Recess and resumption of a shareholders meeting)

When a meeting is in progress, the chair may announce a break based on time considerations. If

a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.

If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue.

A resolution may be adopted at a shareholders meeting to defer or resume the meeting within 5 days in accordance with Article 182 of the Company Act.

Article 19

These Rules, and any amendments hereto, shall be implemented after adoption by shareholders meetings.

 - 56 -

Matters for Ratification and Discussion:

Proposal 5

Proposed by the Board

To approve the amendment to part of the “Operating Procedure for Making of Endorsements/Guarantees”.

Description ： 1. In accordance with related orders of the Financial Supervisory Commission and considering the company's actual guarantee status and future needs, part of the “Operating Procedure for Making of Endorsements/Guarantees” amended.

The amendment to the “Operating Procedure for Making of Endorsements/Guarantees” is shown in the next page.

Resolution `：`

 - 57 -

China General Plastics Corporation

The Amendment to the “Operating Procedure for Making of

Endorsements/Guarantees”

After amendment	Before amendment	Description
Article 4: Limit of endorsement/guarantee: The maximum limit of endorsements/guarantees provided by this Company for external companies shall not exceed 100% of Company’s net shareholder’s equity as disclosed in the latest financial statements.The maximum limit of endorsements/guarantees provided by this Company for a single company shall not exceed60% of Company’s net shareholders’ equity as disclosed in the latest financial statements The maximum limit of endorsements/guarantees provided by this Company and subsidiaries togetherfor external companies shall not exceed 150% of the Company’s net shareholders’equity as disclosed in the latest financial statements.The maximum limit of endorsements/guarantees provided by this Company and subsidiaries together for a single company shall not exceed100%of this Company’s net shareholders’ equity as disclosed in the latest financial statements. An explanation of the necessity and reasonableness thereof shall be given at the shareholders meeting. (omitted) Article 9: Time limit for public announcement and contents thereof I.The Company shall enter the balance of endorsements/guarantees made by	Article 4: Limit of endorsement/guarantee: The aggregate amount of Endorsements and Guarantees made by the Company and the authorized limit on Endorsements and Guarantees made by the Company to any single entity both shall not exceed100%of the Company’s net worth as stated in the Company’s most recent financial statements. The aggregate amount of Endorsements and Guarantees made by the Company and its subsidiaries and the authorized limit on Endorsements and Guarantees made by the Company and its subsidiaries to any single entity both shall not exceed150%of the Company’s net worth as stated in the Company’s most recent financial statements. An explanation of the necessity and reasonableness thereof shall be given at the shareholders meeting. (omitted) Article 9: Time limit for public announcement and contents thereof I.The Company shall enter the balance of endorsements/guarantees made by	In consideration of the suitable differentiation of the maximum limit of endorsements/gu arantees for others and for a single company, ratio is revised with reference to the actual condition of guarantees and in consideration of future needs. Text is revised according to Notice Jin- Guan-Zheng- Shen-Zi No.

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the Company and its subsidiaries in the the Company and its subsidiaries in 1080304826 last month into the MOPS by tenth the last month into the MOPS by tenth issued by the (10th) day of each month. (10th) day of each month. Financial II.Where balance of II.Where balance of Supervisory endorsements/guarantees made by the endorsements/guarantees made by the Commission on Company and its subsidiaries reaches Company and its subsidiaries reaches March 7, 2019. one of the following limits, the one of the following limits, the Company shall enter the balance into Company shall enter the balance into the MOPS within two (2) days the MOPS within two (2) days commencing immediately from the date commencing immediately from the of occurrence: date of occurrence: (I) (II) (omitted) (I) (II) (omitted) (III)The aggregate balance of (III)The balance of endorsements/guarantees for a single endorsements/guarantees by the company of this Company and Company and its subsidiaries to a subsidiaries is over NT$10 million and single entity reaches NT$10 million or the total of endorsements/guarantees, the more and the aggregate amount of all book value of investment adopting the endorsements/guarantees for, equality method and lending balance is investment of a long-term nature in, over 30% the Company’s net worth as and balance of loans to, such entity disclosed in the latest financial reaches thirty (30) percent or more of statements. the Company's net worth as stated in (IV) (omitted) its latest financial statement. “Date of Occurrence” referred to in (IV) (omitted) these Procedures shall mean the date of Date of occurrence referred to herein transaction contract execution, date of means the contracting date, date of payment, date of board resolutions or payment, dates of boards of directors other dates valid for determining the resolutions, or other date that can counterpart and amount of confirm the counterpart and monetary endorsements/guarantees, whichever is amount of the transaction, whichever earlier. date is earlier. Article 12: Enforcement and Article 12: Enforcement and Text is revised amendment amendment according to The Procedure shall be enforced upon The Procedure shall be enforced upon Notice Jinagreement by a majority of the Audit agreement by a majority of the Audit Guan-ZhengCommittee members, and subject to Committee members, and subject to Shen-Zi No. resolution by a Board of Directors’ resolution by a Board of Directors’ 1080304826 meeting and approval by a meeting and approval by a issued by the shareholders’ meeting in advance. If a shareholders’ meeting in advance. If a Financial director expresses dissent and it is director expresses dissent and it is Supervisory contained in the minutes or a written contained in the minutes or a written Commission on statement, the Company shall submit statement, the Company shall submit March 7, 2019. the director's dissenting opinion to the the director's dissenting opinion to the Audit Committee and also to a Audit Committee and also to a

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shareholders’ meeting for discussion. shareholders’ meeting for discussion. The same shall apply where the The same shall apply where the Procedure is amended. Procedure is amended. If the agreement of over one-half of all Where the Company has assigned the audit committee members as required in position of independent director, when the preceding paragraph is not acquired, the Operating Procedure is submitted approval can be made over two thirds of for discussion by the Board of all directors and the resolution of the audit Directors, the Board of Directors shall committee shall be recorded in the take into full consideration each minutes of the board meeting. independent director's opinions. If an “All Audit Committee Members” and "All independent director objects to or Directors" in these Procedures shall be the expresses reservations about any actual number of persons currently matter, it shall be recorded in the holding those positions. minutes of the board of directors meeting.

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Matters for Ratification and Discussion:

Proposal 6

Proposed by the Board

To approve the amendment to part of the “Operating Procedure for Loaning of Funds”.

Description ： 1. Part of the “Operating Procedure for Loaning of Funds” is amended in accordance with related orders of the Financial Supervisory Commission.

The amendment to the “Operating Procedure for Loaning of Funds” is shown in the next page.

Resolution ：

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China General Plastics Corporation

The Amendment to the “Operating Procedure for Loaning of Funds”

After amendment	Before amendment	Description
Article 4: The aggregate amount of loans and the maximum amount permitted to a single borrower The aggregate amount of loans by the Company to others shall be no more than 40% of the net worth of the Company’s most recent financial statements audited, certified or reviewed by the CPA. The limit of loan to each entity is defined as follows subject to the reason of loaning: (I) (II)(omitted) The 40% of the Company’s net worth limit shall not apply to the capital lending between this Company and an overseas company wholly-owned by this Company directly or indirectly and the capital lending to this Company by such overseas companies.However, the total amount of capital lending and the limit for individual borrowers shall not exceed 100% of the Company’s net worth as disclosed in the latest financial statements audited or reviewed by CPAs. The net worth referred to herein means the equity attributable to the owners of the parent company in the balance sheet prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers. The responsible person of this Company	Article 4: The aggregate amount of loans and the maximum amount permitted to a single borrower The aggregate amount of loans by the Company to others shall be no more than 40% of the net worth of the Company’s most recent financial statements audited, certified or reviewed by the CPA. The limit of loan to each entity is defined as follows subject to the reason of loaning: (I) (II)(omitted) The restriction on 40% of the net worth of a foreign company in which the Company holds, directly or indirectly, 100% of the voting shares shall not apply to short-term financing facility between said foreign company and the other foreign companies in which the Company holds, directly or indirectly, 100% of the voting shares. The aggregate amount of loans and individual loan shall be no more than 100% of the net worth of the foreign company’s most recent financial statements audited, certified or reviewed by the CPA. The net worth referred to herein means the equity attributable to the owners of the parent company in the balance sheet prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.	Text is revised according to Notice Jin- Guan-Zheng- Shen-Zi No. 1080304826 issued by the Financial Supervisory Commission on March 7, 2019.
breaching this provision shall assume the
joint responsibility for repayment with the borrower. If damages are caused to this Company, it shall indemnify for such damages.

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Article 5: Operating Procedure for Loaning of Funds (I) Procedure 1.The Company’s loaning of fund or short-term financing facility shall be subject to approval by the Company’s Financial Department, and submitted to a Board of Directors’ meeting for resolution upon approval by the Chairman of Board. Notwithstanding, major loaning of fund shall be approved by a majority of all Audit Committee members and submitted to a Board of Directors’ meeting for a resolution in advance. Capital lending between this Company and subsidiaries or among subsidiaries shall be submitted for a resolution by the board of directors of thelending companyand the chairperson may be authorized, for a specific borrowing counterparty, within a certain monetary limit resolved by the board of directors, and within a period not to exceed one year to give loans in installments or to make a revolving credit line available for the borrower to draw down. (rest omitted) Article 6:Duration of financing facility and calculation of interest The term of each capital lending shall not exceed one year. However, for capital lendingbetween this Company and foreign companies wholly-owned by this	Article 5: Operating Procedure for Loaning of Funds (I) Procedure 1.The Company’s loaning of fund or short-term financing facility shall be subject to approval by the Company’s Financial Department, and submitted to a Board of Directors’ meeting for resolution upon approval by the Chairman of Board. Notwithstanding, major loaning of fund shall be approved by a majority of all Audit Committee members and submitted to a Board of Directors’ meeting for a resolution in advance. Loaning of funds between the Company and its subsidiaries, or between subsidiaries, shall be submitted for a resolution by a Board of Directors’ meeting pursuant to the preceding paragraph, and the Chairman may be authorized, for a specific borrower, within a certain monetary limit resolved by a Board of Directors’ meeting, and within a period not to exceed one (1) year, to give loans in installments or to make a revolving credit line available for the borrower to draw down. (rest omitted) Article 6:Duration of financing facility and calculation of interest Duration of the funds loaned by the Company shall be no more than one (1) year, provided that it shall be no more than five years in the case of the loaning of funds between foreign companies in which the Company holds, directly or indirectly, 100% of the voting shares. Upon maturity of the funds loaned by the Company, the principal must be repaid at first and renewal of the loan is only applicable upon approval bya Board of Directors’	Text is revised according to Notice Jin- Guan-Zheng- Shen-Zi No. 1080304826 issued by the Financial Supervisory Commission on March 7, 2019. Text is revised according to Notice Jin- Guan-Zheng- Shen-Zi No. 1080304826 issued by the Financial Supervisory Commission on March 7, 2019.
Company directly or indirectly or capital
lending to this Company by such overseas
companies, the term shall not exceed five years. When a debt is mature, the borrower shall first repay the principal. Request for renewal of lending shall be reported to the board of directors for approval.

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(omitted) meeting. Article 8: Procedure for public Article 8: Procedure for public Text is revised announcement and report announcement and report according to (I) (omitted) (I) (omitted) Notice Jin(II)In addition to the monthly (II)In addition to the monthly Guan-Zhengannouncement and reporting of the announcement and reporting of the Shen-Zi No. balance of funds loaned by the balance of funds loaned by the 1080304826 Company, where the balance of funds Company, where the balance of issued by the loaned by the Company and its funds loaned by the Company and Financial subsidiaries reaches one of the its subsidiaries reaches one of the Supervisory following levels, Financial following levels, Financial Commission on Department (Accounting Department) Department (Accounting March 7, 2019. shall notify Accounting Department, Department) shall notify attached with related information, to Accounting Department, attached announce and report such event with related information, to within two (2) days commencing announce and report such event immediately from the date of within two (2) days commencing occurrence: immediately from the date of 1.~3.(omitted) occurrence: The Company shall announce and report 1.~3.(omitted) on behalf of any subsidiary thereof that The Company shall announce and is not a public company of the Republic report on behalf of any subsidiary of China any matters that such thereof that is not a public company of subsidiary is required to announce and the Republic of China any matters that report pursuant to Subparagraph 2 of the such subsidiary is required to announce preceding paragraph. and report pursuant to Subparagraph 2 “Date of Occurrence” referred to in of the preceding paragraph. these Procedures shall mean the date of Date of occurrence referred to herein transaction contract execution, date of means the contracting date, date of payment, date of board resolutions, or payment, dates of boards of directors other dates valid for determining the resolutions, or other date that can counterpart and amount of capital confirm the counterpart and monetary lending, whichever is earlier. amount of the transaction, whichever date is earlier.

Article 11:The Procedure shall be enforced upon agreement by a majority of the Audit Committee members, and subject to resolution by a board of directors meeting and approval by a shareholders’ meeting. If a director expresses dissent and it is contained in the minutes or a written statement, the Company shall submit the director's

Article 11:The Procedure shall be Text is revised enforced upon agreement by a majority according to of the Audit Committee members, and Notice Jinsubject to resolution by a board of Guan-Zhengdirectors meeting and approval by a Shen-Zi No. shareholders’ meeting. If a director 1080304826 expresses dissent and it is contained in issued by the the minutes or a written statement, the Financial Company shall submit the director's Supervisory

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dissenting opinion to the Audit Committee and also to a shareholders’ meeting for discussion. If the agreement of over one-half of all	dissenting opinion to the Audit Committee and also to a shareholders’ meeting for discussion. Where the Company has assigned the position of independent director, when	Commission on March 7, 2019.
audit committee members as required in
the preceding paragraph is not acquired,	the Operating Procedure is submitted for discussion by the Board of Directors, the Board of Directors shall
approval can be made over two thirds of
all directors and the resolution of the
audit committee shall be recorded in the	take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting.
minutes of the board meeting. “All Audit Committee Members”and
"All Directors"in these Procedures shall
be the actual number of persons currently
holding those positions.

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Matters for Ratification and Discussion:

Proposal 7

Proposed by the Board

To approve the permission of director for competitive actions. Description ： 1. Referring to Article 209 of the Company Act, “A director, who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.”

Directors of the Company engage in business within the scope of business of the Company are tabulated below. Without harming the interest of the Company, it is proposed to allow their act in

accordance with the Com an Act. p y

Name of Directors	Concurrent Employers	Title
Wang, Ke-Shun (Representative of Union Polymer International Investment Corporation)	Ever Conquest Global Limited USI Investment Co., Ltd.	Director
Independent Director Zheng,Ying-Bin	Dalton International Ltd. Hong Kong Long Chen Paper Co., Ltd. Long Chen Paper Japan Co., Ltd.	Director

Resolution `：`

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III. Extemporary Motions

IV. Meeting Ajournment

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Appendix 1 China General Plastics Corporation

Parliamentary Rules for Shareholders’ Meetings (before amendment)

Amended on June 21, 2019

Unless otherwise provided in laws, the Company’s shareholders’ meetings shall be held in accordance with the Rules.
The Company shall prepare an attendance book for shareholders to sign in, or the shareholder present may hand in a sign-in card in lieu of signing on the attendance book. The number of shares in attendance shall be calculated in accordance with those indicated on the sign-in cards, plus the number of shares representing the voting rights exercised in an electronic form. Notwithstanding, the number of shares represented by the shareholders who exercise their voting right in an electronic form and attend the meeting in person shall not be counted repeatedly.

In case a shareholder elects to exercise his/her/its voting power in an electronic form, his/her/its declaration of intention shall be served to the Company two (2) days prior to the shareholders' meeting. Whereas if two (2) or more declarations of the intention are served to the Company, the first declaration received shall prevail, unless an explicit statement to revoke the previous declaration is made in the declaration which comes later. In case a shareholder who has exercised his/her/its voting power in an electronic form intends to attend the shareholders' meeting in person, he/she/it shall, two (2) days prior to the shareholders' meeting and in the same manner previously used in exercising his/her/its voting power, serve a separate declaration to rescind his/her/its previous declaration. In the absence of a timely rescission, the voting right exercised in an electronic form shall prevail.

The presence of shareholders in a shareholders’ meeting and their voting thereof shall be calculated in accordance with the number of shares.
The place for convening the Company’s shareholders’ meeting shall be the premises of the Company, or any other place convenient for presence of shareholders, and suitable for holding of said meeting. The meeting shall commence no earlier than 9:00AM and no later than 3:00PM on the same day.
Where the shareholders’ meeting is convened by the Board of Directors, the Chairman of Board shall act as the meeting chairperson. When the Chairman of the Board is on leave or for any reason is unable to exercise the powers of the chairperson, he/she is represented

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by the vice chairman. Where the vice chairman is also on leave or for any reason is unable to exercise the powers of the chairperson, the Chairman of the Board shall appoint one director to act on behalf of him/her. If the Chairman does not make such a designation, the proxy shall be elected by directors from among themselves.

If a shareholders’ meeting is convened by any other person than the Board of Directors, who has the right to convene the meeting, said person shall preside at that meeting.

The Company may designate its attorney-at-law, certified public accountant or other relevant persons to attend the shareholders’ meeting.
Those handling the business of a shareholders’ meeting shall wear an identification card or a armband.
The Company shall record with an audio or video tape the whole proceedings of the shareholders’ meeting, and said tape shall be kept for at least one (1) year.
When the meeting is attended by shareholders representing a majority of the issued shares, the chairperson shall immediately convene the meeting, provided, however, if the statutory quota is not met at the scheduled time for the meeting, the chairperson may postpone the meeting. Provided, however, that the postponement of said meeting shall take place for no more than twice, and the total time postponed shall be no more than one (1) hour. If the meeting has been postponed for twice, but the attending shareholders represent one third or more of the total issued shares, a tentative resolution may be adopted in accordance with the Company Act by a majority of shareholders present at the meeting.
Before the close of said meeting if the shareholders present reach the statutory quota, the chairperson may resubmit the tentative resolution for a vote by the shareholders meeting in accordance with the Company Act.
If a shareholders’ meeting is convened by the Board of Directors, the agenda shall be formulated by the Board of Directors, and the meeting shall be proceeded with in accordance with said agenda. The agenda shall not be changed without a resolution made by the shareholders’ meeting.

The chairperson shall not adjourn a meeting without resolution adopted by shareholders if the motions (including extraordinary motions) covered in the agenda have not been resolved.

After the close of said meeting, shareholders shall not elect another chairperson to hold another meeting at the same place or at any other place. Provided that where the chairperson declares the adjournment of the meeting in a manner in violation of the Rules, a new chairperson of the meeting may be elected by a resolution to be adopted by a majority of the voting rights represented by the shareholders attending said meeting to continue the meeting.

For a shareholders' meeting convened by the board of directors, the one to be elected as

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referred to in the preceding paragraph shall be limited to a director.

A shareholder wishing to speak in a shareholders meeting shall first fill out a Speaker’s slip, specifying therein the major points of his speech, his shareholder account number and name, and the chairperson shall determine his order of giving a speech.

A shareholder who submits his slip for a speech but does not actually speak shall be considered as not having given a speech. If the contents of his speech shall be different from those specified on the slip, the contents of his speech shall prevail.

When a shareholder is giving a speech, the other shareholders shall not interrupt unless they have obtained the prior consent from the chairperson and said shareholder, and the chairperson shall prevent others from interrupting.

After the present shareholder gives his speech, the chairperson may, in person or appoint related personnel to, respond to the speech.

11.

A shareholder shall not speak more than two (2) times for one motion, unless he has obtained the prior consent from the chairperson, and each speech shall not exceed five (5) minutes.

If a shareholder violates the above provisions or his speech exceeds the scope of the motion, the chairperson may prevent him from doing so.

A corporate shareholder being entrusted to attend in a shareholders meeting may designate only one (1) representative to represent it in the meeting.

If a corporate shareholder which designates two (2) or more representatives to represent it at the shareholders’ meeting, only one of the representatives may speak on any one motion.

When the chairperson is of the opinion that a motion has been sufficiently discussed to a degree of putting to a vote, the chairperson may announce the discussion closed and bring the motion to vote.

In the case of an amendment or substitute to a motion, the chairperson shall decide on the order of voting by combining the amendment or substitute with the same motion. If one of the motions has been approved, the other shall be deemed over-ruled and no further vote is required.

14.

The monitoring and counting personnel shall be designated by the chairperson, provided, however, that the monitoring personnel shall be a shareholder.

The voting result of a motion shall be calculated based on the votes cast on the site plus the e-votes, and shall be reported on the site and recorded in writing. The ballots for the election cast on the site, together with the e-voting materials, shall be sealed with the signatures/seals of the monitoring personnel and kept by the Company in proper custody. For the e-voting result referred to in the preceding paragraph, an entity which meets Article 44-6 of the Regulations Governing the Administration of Shareholder Services of Public Companies shall be commissioned to certify the statistics of votes prior to the

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shareholders’ meeting.

Resolutions at a shareholders’ meeting shall, unless otherwise provided for in Company Act or the Company’s Articles of Incorporation, be adopted by a majority of eligible votes of the shareholders who exercise their voting rights by casting ballot on the site and in an electronic form.
Shareholders may choose to exercise their voting right in an electronic form or by balloting on the site to resolve the motion referred to in the preceding paragraph. Shareholders who choose to exercise their voting right in an electronic form referred to in the preceding paragraph shall exercise the right on the e-voting platform designated by the Company, according to the Company Act, Securities and Exchange Act and the Regulations Governing the Administration of Shareholder Services of Public Companies. In case a shareholder has exercised his/her/its voting right in an electronic form, and has also authorized a proxy to attend the shareholders' meeting in his/her/its behalf, then the voting right exercised by the authorized proxy for said shareholder shall prevail. Unless otherwise provided for by laws or the Articles, each of shares held by each shareholder shall have the right to one (1) vote.
During the proceedings of a meeting, the chairperson may consider the schedule and announce for a break.
The chairperson may direct disciplinary personnel (or security personnel) to maintain the order of the meeting. For doing so they shall wear an armband bearing the words of “disciplinary personnel”.
Any matters not covered herein shall be implemented in accordance with the Company Act, the Company’s Articles of Incorporation, and other related laws.
The Rules shall be enforced upon approval by a shareholders’ meeting. The same shall apply where the Rules are amended.

In case of any discrepancy between the English translation and the Chinese version, the Chinese version shall prevail.

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Appendix 2 China General Plastics Corporation

Articles of Incorporation

Section 1. General Provisions

Article 1: The Company is incorporated under the Company Act of the Republic of China and named “ 華夏海灣塑膠股份有限公司 ” and “CHINA GENERAL PLASTICS CORPORAYION” in English.
Article 2: The scope of the Company’s business is specified as follows:
Manufacture of plastic and raw materials.
Manufacture of plastic products.
Manufacture of the raw materials of plastic products.
Manufacture of the printing and embossed wheel.
Technical service (including design and installation), manufacture and sale of chemical equipment (including VCM plant).
Marketing and commission processing business of above products.
Research and extension services for the above businesses.
F207110 Retail Sale of Petrochemical Materials.
F107110 Wholesale of Petrochemical Materials.
ZZ99999 Other than business requiring special approval, any business not prohibited or restricted by laws or regulations.
Article 2-1: The Company’s total investment may be exempted from the restriction for no more than 40% of the paid-in capital prescribed by Article 13 of the Company Act.
Article 2-2: The Company may make endorsement/guarantee externally due to the Company’s business needs or investment needs. The endorsement/guarantee shall be signed by the Chairman on behalf of the Company and comply with the Company’s operating procedure for making endorsement/guarantee.
Article 3: The Company’s head office is situated in Taipi City, Taiwan, the R.O.C., and it’s factories are set up at the suitable site within the territories of the R.O.C., When necessary, the Company may set up branches or offices locally or overseas as approved by boards’ meeting.
Article 4: Public announcements of the Company shall be made in accordance with Article 28 of the Company Act.

Section 2. Stocks

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Article 5: The total capital stock of the Company shall be in the amount of NT$6,500,000,000, divided into 650,000,000 common shares, at a par value of NT$10 per share, and may be issued in installments.
Article 6: When issuing shares, this Company may be exempted from printing the stocks for such shares, provided that registration to and retention by a centralized securities depository enterprise shall be made. Printed stocks shall be registered stocks signed or stamped by the directors representing the Company. Such stocks shall be numbered and certified by the law prior to issuance.
Article 7: (Deleted)
Article 8: The Company’s handling of it’s shareholders services shall comply with the “Regulations Governing the Administration of Shareholder Services of Public Companies” prescribed by the securities authority.
Article 9: (Deleted)
Article 10: (Deleted) Article 11: (Deleted) Article 12: (Deleted)
Article 13: The transfer of shares shall not be registered within 60 days prior to the convening date of a general shareholders' meeting, or within 30 days prior to the convening date of a special shareholders' meeting, or within five (5) days prior to the record date fixed by the Company for distribution of dividends, bonus or other benefits.

Section 3. Shareholders’ Meeting

Article 14: The Company’s shareholders’ meetings consist of the following:
General shareholders’ meeting, shall be held once a year and within six (6) months after close of each fiscal year.
Special shareholders’ meeting, may be convened pursuant to laws when necessary.

Unless otherwise provided for in laws and orders, a shareholders’ meetings shall be convened by the Board of Directors.

Article 15: Convening of a general shareholders’ meeting shall be notified thirty (30) days ago. Convening of a special shareholders’ meeting shall be notified fifteen (15) days ago.
Article 16: Resolutions at a shareholders’ meeting shall, unless otherwise provided for in Company Act or other laws, be adopted by a majority of eligible votes of the shareholders present, who represent more than a majority of the total issued shares. A shareholder who exercises his/her/its voting power at a shareholders meeting by way of electronic transmission shall be deemed to have attended said shareholders'

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meeting in person. The related matters shall be implemented in accordance with laws.
Article 17: When the number of shareholders present does not constitute the quorum prescribed in the preceding article, but those present represent one-thirds or more of the total number of issued shares, a tentative resolution may be passed by a majority of those present shareholders. A notice of such tentative resolution shall be given to each of the shareholders, and a shareholders’ meeting shall be reconvened within one (1) month. In said shareholders’ meeting, if the tentative resolution is again adopted by a majority of those present who represent one-thirds or more of the total number of issued shares, such tentative resolution shall be deemed to be a resolution under the preceding Article, unless otherwise provided in the Company Act.
Article 18: Unless otherwise provided for in laws or the Articles, each of shares held by each shareholder shall have the right to one (1) vote.
Article 19: (Deleted)
Article 20: Where any shareholder fails to attend a shareholders’ meeting, he/she/it may appoint a proxy, pursuant to the Company Act and “Regulations Governing the Use of Proxies for Attendance at Shareholders’ Meeting of Public Companies”, which announced by securities authority, to attend a shareholders' meeting on his/her/its behalf by executing a power of attorney printed by the Company stating therein the scope of power authorized to the proxy.
Article 21: Unless otherwise provided for in the Company Act, a shareholders’ meeting shall be convened by the Board of Directors, and chaired by the Company’s Chairman of Board. Where the Chairman is absent, he/she is represented by the vice chairman. Where the vice chairman is also absent, the Chairman shall appoint a proxy to act on behalf of him/her. In the absence of such a designation, the directors shall elect from among themselves an acting chairman of the board of directors. A shareholders’ meeting shall be proceeded in accordance with the Company’s Parliamentary Rules for Shareholders’ Meetings.
Article 22: Resolutions adopted at a shareholders' meeting shall be recorded in the minutes of the meeting, which shall be affixed with the signature or seal of the chairperson of the meeting and shall be, together with the shareholders’ attendance book and proxy letter, if any, retained at the Company. The minutes shall be distributed to all shareholders of the Company within twenty (20) days. The distribution of the minutes may be effected by means of a public notice.

Section 4. Directors and Audit Committee

Article 23: A candidates nomination system shall be adopted by the Company for election of - 74 -

independent directors and non-independent directors. The Company shall have 9~11 directors who shall be elected by the shareholders' meeting from among the name list of candidates. The Chairman of the Board of Directors shall be elected from among the directors by a majority vote at a meeting attended by over twothirds of the directors pursuant to Article 208 of the Company Act. The Chairman of the Board of Directors shall externally represent the Company. Electing from among the directors as the vice chairman is allowed in the above way.The total shares of the Company’s registered share certificates held by the whole directors shall be no less than the proportion prescribed by the competent securities authority.

Article 23-1: The directors referred to in the preceding Article shall include at least three (3) independent directors.
The professional qualifications, shares held, restrictions on concurrent positions held, method of nomination and election, and other matters for compliance with respect to independent directors shall be governed by the competent securities authority’s related regulations.
Article 23-2: The Company shall establish an Audit Committee pursuant to the Securities and Exchange Act, which shall consist of all independent directors of the Company. The Audit Committee or the committee members shall be responsible for exercising a supervisor’s power prescribed by the Company Act, Securities and Exchange Act, and other related laws.
Article 23-3: The Company’s Board of Directors may establish other functional committees. The articles of association thereof shall be established by the Board of Directors.
Article 24: The term of a director is three years and may be eligible for re-election.
Article 25: Functions of the Board of Directors:
Frame the organization.
Decide the business policy;
Review important regulations and contracts;
Appoint and dismiss managers;
Set up and terminate branches and sub-factories;
Draft budget and financial reports;
Review the investment in the business rewarded by the government
Draft allocation of earnings;
Decide the issuance of new shares;
Enforce the resolution made by a shareholders’ meeting ;
Exercise the powers granted pursuant to laws, “Articles of Incorporation” and by a shareholders’ meeting.
Article 26: Directors’ meetings which convened by the Chairman, are chaired by the Chairman. Where the Chairman is absent, the Chairman shall appoint a director to act on
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behalf of him/her. In the absence of such a designation, the directors shall elect from among themselves an acting chairman of the board of directors.

Article 27: The convener shall notify each director of the agenda within seven (7) days prior to the meeting. However, in the case of emergency, the meeting may be convened at any time.
A directors’ meeting may be convened in writing or by electronic transmission.
Article 28: Where any director may authorize another director in writing to attend the directors’ meeting on behalf of him/her pursuant to Article 205 of the Company Act. Resolutions at a directors’ meeting shall, unless otherwise provided for in laws or“Articles of Incorporation”, be adopted by a majority of eligible votes of the directors at a meeting attended by a majority of the whole directors.
Article 29: (Deleted)
Article 30: The amounts of remuneration to directors shall be determined by the shareholders' meeting based on the rate prevailing in fellow companies and the directors’ participation in and contribution to the Company’s operation, regardless of whether or not the Company operates of profit. If a director serves other position concurrently in the Company, he/she may be remunerated with salary according to general standard.
Article 30-1: The Board of Directors has set up a Secretariat of the Board dedicated to handling the affairs related to the Board of Directors.

Section 5. Managerial Personnel

Article 31: Job title, appointment, discharge and remuneration of the Company’s managerial personnel, if any, shall be decided by a majority of the directors present at a meeting attended by a majority of the whole directors. The Company’s managerial personnel shall process the Company’s routine affairs per the resolution made by a directors’ meeting.
Article 31-1: The Company may purchase liability insurance against the damages to be borne by directors and officers with respect to the scope of business carried out by them during their term of office.

Section 6. Final Accounts

Article 32: The Company’s fiscal year shall commence from January 1 until December 31 of each year. The Board of Directors shall prepare the following reports at the end of each fiscal year and send them to the general shareholders’ meeting for recognition:
Business report;

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Financial statements;
Motion for allocation of earnings or covering of loss.

Article 33: If the Company retains earnings in the current year, it shall allocate the

compensation to directors and employees. The compensation to directors shall be no more than 1% of the earnings gained in the current year, while the compensation to employees shall be no less than 1% of the earnings. Notwithstanding, if the Company retains accumulated losses, it shall reserve the amount to be covered in advance.

Said compensation to employees may be allocated in the form of shares or in cash, compensation for employees may also be distributed to employees of companies controlled by or affiliated to this Company. The specific requirements shall be defined by the Board of Directors.

If the Company has net profits after tax according to its annual financial account, the Company may, after making up all past losses, set aside a 10% legal reserve from the remainder, if any. The remaining allocable earnings, if any, plus the accumulated unappropriated earnings for prior years and the balance after provision or reversal of special earnings required by the competent authority, shall be accumulated allocable earnings, which shall be allocated according to the proposal drafted by the Board of Directors and resolution made by a general shareholders’ meeting duly. The shareholders’ meeting may retain the earnings, in whole or in part, subject to the overview of business.

As the industry which the Company is engaged in refers to a matured industry, when resolving to allocate earnings, in consideration of the R&D needs and diversified business, the shareholders’ dividend allocable shall be no less than 10% of the allocable earnings, including the cash dividend no less than 10% of the whole dividends. Notwithstanding, no dividend shall be allocated, if the allocable earnings per share is less than NT$0.1.

Section 7. Bylaw

Article 34: Any matters not covered herein shall be implemented in accordance with the Company Act and related laws of the R.O.C.
Article 35: The Articles of Incorporation was established on February 28, 1964. (following content omitted) 48[th] amendments hereto were made on June 22, 2018, 49[th] amendments hereto were made on June 21, 2019.

In case of any discrepancy between the English translation and the Chinese version, the Chinese version shall prevail.

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Appendix 3 China General Plastics Corporation

Ethical Corporate Management Best Practice Principles

Amended on November 12, 2019

Article 1: Purpose and Scope of Applicability
I. Purpose: The Principles are established in order to foster a corporate culture of ethical management and sound development.
II. Scope: China General Plastics Corporation (hereinafter referred to as the “Company”), its subsidiaries, any corporation to which the Company's direct or indirect contribution of funds exceeds fifty (50) percent of the total funds received, and its group enterprises and organizations including other institutions or juridical persons which are substantially controlled by the Company (hereinafter referred to as the “Group enterprises and organizations”).
Article 2: Prohibition of unethical conduct
When engaging in commercial activities, the Company’s directors, managerial officers, employees, and persons having substantial control over the Company (hereinafter referred to as the “substantial controllers”) shall not directly or indirectly offer, promise to offer, request or accept any improper benefits, nor commit unethical acts including breach of ethics, illegal acts, or breach of fiduciary duty (hereinafter referred to as “unethical conduct”) for purposes of acquiring or maintaining benefits.
Parties referred to in the preceding paragraph include public servants, political candidates, political parties or members of political parties, state-run or privateowned businesses or institutions, and their directors, supervisors, managerial officers, employees or substantial controllers or other stakeholders. Said public servants include public representatives of each level, public servants of the central and local authorities, and any other persons engaged in government affairs pursuant to laws.
Article 3: Types of benefit
“Benefits” referred to herein mean any valuable things, including money, endowments, commissions, positions, services, preferential treatment or rebates of any type or in any name. Benefits received or given occasionally in accordance with

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accepted social customs and that do not adversely affect specific rights and obligations shall be excluded.

Article 4: Legal compliance

The Company shall comply with the Company Act, Securities and Exchange Act, Business Entity Accounting Act, Political Donations Act, Anti-Corruption Statute, Government Procurement Act, Act on Recusal of Public Servants Due to Conflicts of Interest, TWSE/GTSM listing rules, or other laws or regulations regarding commercial activities, as the underlying basic premise to facilitate ethical corporate management.

Article 5: Policy

The Company shall abide by the management philosophy of honesty, transparency and responsibility, base policies on the principle of good faith and establish good corporate governance and risk control mechanism so as to create an operational environment for sustainable development.

Article 6: Prevention programs

The Company shall, according to the management philosophy and policy referred to in the preceding Article, clearly and thoroughly prescribe the specific ethical management practices and the programs to forestall unethical conduct (“prevention programs”), including operating procedures, guidelines, and training.

When establishing the prevention programs, the Company shall comply with relevant laws and regulations of the territory where the Company and its Group enterprises and organization are operating.

In the course of developing the prevention programs, the Company is advised to negotiate with its employees, labor union or other representative entities’ members, and stakeholders.

Article 7: Scope of prevention programs

The company shall establish a risk assessment mechanism against unethical conduct, analyze and assess on a regular basis business activities within their business scope which are at a higher risk of being involved in unethical conduct, and establish prevention programs accordingly and review their adequacy and effectiveness on a regular basis.

The prevention programs, which shall at least include preventive measures against the following:

I. Offering and acceptance of bribes.
II. Illegal political donations.

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III. Improper charitable donations or sponsorship.
IV. Offering or acceptance of unreasonable presents or hospitality, or other improper benefits.
V. Misappropriation of trade secrets and infringement of trademark rights, patent rights, copyrights, and other intellectual property rights.
VI. Engaging in unfair competitive practices.
VII. Damage directly or indirectly caused to the rights or interests, health, or safety of consumers or other stakeholders in the course of research and development, procurement, manufacture, provision, or sale of products and service.
Article 8: Commitment and implementation
Directors and General manager of the company shall issue a statement of compliance with the ethical management policy and require in the terms of employment that employees comply with such policy. The Company and Group enterprises and organizations shall clearly specify in their rules and external documents the ethical corporate management policies and the commitment by the Board of Directors and the management on rigorous and thorough implementation of such policies, and shall carry out the policies in internal management and in commercial activities.

The declarations, commitments and implementation of the above integrity

management policy shall be produced and documented by all responsible units and properly preserved.
Article 9: Commercial activities of ethical management
The Company shall engage in commercial activities in a fair and transparent manner. Prior to any commercial transactions, the Company shall take into consideration the legality of their agents, suppliers, clients, or other trading counterparts and whether any of them are involved in unethical conduct, and shall avoid any dealings with persons so involved.

When entering into contracts with another person, the Company shall include in such contracts terms requiring compliance with ethical corporate management policy and that in the event the trading counterparts are involved in unethical conduct, the Company may at any time terminate or rescind the contracts.

Article 10: Prohibition of offering and acceptance of bribes

When conducting business, the Company and our directors, managerial officers, employees, and substantial controllers, shall not directly or indirectly offer, promise to offer, request, or accept any improper benefits in whatever form to or from clients, agents, contractors, suppliers, public servants, or other stakeholders, - 80 -

including rebate, commission, facilitation payment or any other form. Notwithstanding, benefits that meet the laws and regulations applicable in the territory where the Company is operating shall be excluded.

Article 11: Prohibition of illegal political donations
When directly or indirectly offering a donation to political parties or organizations or individuals participating in political activities, the Company and our directors, managerial officers, employees, and substantial controllers, shall comply with the Political Donations Act and their own relevant internal operating procedures, and shall not make such donations in exchange for commercial gains or business advantages.
Article 12: Prohibition of improper charitable donations or sponsorship When making or offering donations and sponsorship, the Company and our directors, managerial officers, employees, and substantial controllers shall comply with relevant laws and regulations and internal operating procedures, and shall not engage in bribery in bribery.
Article 13: Prohibition of offering or acceptance of unreasonable presents, services, hospitality, or other improper benefits.
The Company and our directors, managerial officers, employees, and substantial controllers shall not directly or indirectly offer or accept any unreasonable presents, services, hospitality or other improper benefits to establish business relationship or influence commercial transactions.
Article 14 Prohibition against infringement of intellectual property rights
The Company and our directors, managerial officers, employees, and substantial controllers shall observe applicable laws and regulations, the company's internal operational procedures, and contractual provisions concerning intellectual property, and may not use, disclose, dispose, or damage intellectual property or otherwise infringe intellectual property rights without the prior consent of the intellectual property rights holder.
Article 15 Prohibition of unfair competition
The company shall engage in business activities in accordance with applicable competition laws and regulations, and may not fix prices, make rigged bids, establish output restrictions or quotas, or share or divide markets by allocating customers, suppliers, territories, or lines of commerce.

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Article 16 Prevention of damage on Stakeholders from Products/Services In the course of research and development, procurement, manufacture, provision, or sale of products and services, The company and our directors, managerial officers, employees, and substantial controllers shall observe applicable laws and regulations and international standards to ensure the transparency of information about, and safety of, their products and services. They shall also adopt and publish a policy on the protection of the rights and interests of consumers or other stakeholders, and carry out the policy in their operations, with a view to preventing their products and services from directly or indirectly damaging the rights and interests, health, and safety of consumers or other stakeholders. Where there are sufficient facts to determine that the company's products or services are likely to pose any hazard to the safety and health of consumers or other stakeholders, the company shall, in principle, recall those products or suspend the services immediately.

Article 17: Organization and liability The Company’s Board of Directors shall exercise the due care of good administrators to urge the Company to prevent unethical conduct, always review the results of the preventive measures and continually make adjustments so as to ensure thorough implementation of its ethical corporate management policies. To achieve sound ethnical corporate management, the Company’s governance team establishes and supervises the implementation of the ethical corporate management policies and preventive programs according to the following duties. The chief corporate governance officer periodically (at least once a year) reports to the board of directors:

Establish regulations to implement the ethical management policy in compliance with the requirements of laws and regulations.
Analyzing and assessing on a regular basis the risk of involvement in unethical conduct within the business scope.
Planning the internal organization, structure, and allocation of responsibilities and setting up check-and-balance mechanisms for mutual supervision of the business activities within the business scope which are possibly at a higher risk for unethical conduct.
Promoting and coordinating awareness and educational activities with respect to ethics policy.
Developing a whistle-blowing system and ensuring its operating effectiveness.
Assisting the board of directors and General manager in assessing whether the prevention measures taken for the purpose of implementing ethical management are effectively operating, and preparing reports on the regular assessment of
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compliance with ethical management in operating procedures.

Article 18: Legal compliance for implementation of business The Company and our directors, managerial officers, employees, and substantial controllers shall comply with laws and regulations and the prevention programs when conducting business.
Article 19: Avoidance of conflict of interest by directors and managerial officers The Company shall adopt policies for preventing conflicts of interest, and shall also offer appropriate means for directors, managerial officers, and employees to voluntarily explain whether their interests would potentially conflict with those of the Company. (For details, please see the Company’s Code of Ethical Conduct for Directors and Managerial Personnel.) The Company’s directors shall adhere to high self-disciplinary policy. When a motion at a given board of directors meeting concerns their personal interest, or interest of the juristic person represented by them and is likely to injure the Company’s interest, the directors shall state their opinion and answers, but may not participate in discussion of or voting on the motion and shall recuse themselves from the discussion or the voting, and may not exercise voting rights as proxy for another director. The directors shall practice self-discipline and must not support one another in improper dealings. The Company’s directors, managerial officers and employees shall not take advantage of their positions in the Company to obtain improper benefits for themselves, their spouses, parents, children, relatives within the second degree of kinship, or any other person.

Article 20: Accounting and internal control The Company shall establish effective accounting systems and internal control systems for business activities possibly at a higher risk of being involved in an unethical conduct, not have under-the-table accounts or keep secret accounts, and conduct reviews regularly so as to ensure that the design and enforcement of the systems remain effective. The Company’s internal audit officers shall, based on the results of assessment of the risk of involvement in unethical conduct, draw up relevant audit plans and examine accordingly the compliance with the prevention programs. The results of examination in the preceding paragraph shall be reported to senior management and the ethical management dedicated unit and put down in writing in the form of an audit report to be submitted to the board of directors and Audit

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Committee.

Article 21: Operating procedure and guidelines

The Company shall establish operating procedures and guidelines in accordance with Article 6 herein to guide directors, managerial officers, employees, and substantial controllers on how to conduct business. The procedures and guidelines should contain the following matters:

I. Standards for determining offering or acceptance of improper benefits.
II. Procedures for offering legal political donations.
III. Procedures and the standard rates for offering charitable donations or sponsorship.
IV. Rules for avoiding conflicts of interests concerning job duty and how they should be reported and handled.
V. Rules for keeping confidential trade secrets and sensitive business information obtained in the ordinary course of business.
VI. Regulations and procedures for dealing with suppliers, clients and trading counterparts suspected of unethical conduct.
VII. Handling procedures for violations of these Principles.
VIII. Disciplinary measures against offenders.
IX. Code of Ethical Conduct for Directors and Managerial Personnel.
Article 22: Training and performance appraisal

The Company shall periodically organize training and awareness programs for directors, managerial officers, employees, and substantial controllers and invite the Company’s commercial trading counterparts so they understand the Company’s resolve to implement ethical corporate management, the related policies, prevention programs and the consequences of committing unethical conduct.

The Company shall apply the policies of ethical corporate management when creating its employee performance appraisal system and human resource policies to establish a clear and effective reward and discipline system.

Article 23: Complaint and discipline

The Company shall adopt an adequate whistle-blowing channel (e.g. HR Division, Audit Committee, or mailbox for employees, et al.), and keep the complainant’s identity and contents of complaint in confidence.

The Company shall establish a disciplinary and complaining system for handling violations of the ethical corporate management rules, and shall make immediate disclosure on the Company's internal website of the job title and name of the

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violator, the date and details of the violation, and the actions taken in response.

Article 24: Information disclosure
The Company shall disclose the status of implementation of the Company’s Ethical Corporate Management Best Practice Principles on the Company’s website and in the Company’s annual report and prospectus.
Article 25: Review and modification of Ethical Corporate Management Best Practice Principles The Company shall at all times monitor the development of relevant local and international regulations concerning ethical corporate management and encourage its directors, managerial officers, and employees to make suggestions, based on which the Ethical Corporate Management Best Practice Principles adopted by the Company will be reviewed and improved with a view to achieving better implementation of the Company’s ethical management.
Article 26: Implement

These Principles and any amendments hereto, shall be implemented after adoption by resolution of the Board of Directors.

In case of any discrepancy between the English translation and the Chinese version, the Chinese version shall prevail.

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Appendix 4

China General Plastics Corporation

Operating Procedures for Ethical Management and

Guidelines for Conduct

Amended on November 12, 2019

Article 1. (Purpose and Scope of Applicability)

The Company engages in commercial activities following the principles of fairness, honesty, faithfulness, and transparency, and in order to fully implement a policy of ethical management and actively prevent unethical conduct. Accordingly, these Procedures and Guidelines are adopted pursuant to the Company’s Ethical Corporate Management Best Practice Principles with a view to providing all personnel of the Company with clear directions for the performance of their duties.

These Procedures and Guidelines are applicable to the Company and its subsidiaries, any corporation to which the Company's direct or indirect contribution of funds exceeds fifty (50) percent of the total funds received, and its group enterprises and organizations including other institutions or juridical persons which are substantially controlled by the Company (hereinafter referred to as the “Group enterprises and organizations”).

Article 2. (Applicable Subjects)

The term “personnel of the Company” refers to any director, managerial officer, employee, and person having substantial control of the Company and its Group enterprises and organizations (hereinafter referred to as the “substantial controllers”). Any provision, promise, request, or acceptance of any money, gratuity, gift, commission, position, service, preferential treatment, rebate, facilitating payment, entertainment, dining, or any other item of value in whatever form or name by any personnel of the Company through a third party will be presumed to be an act by the personnel of the Company.

Article 3. (Unethical Conduct)

The term “unethical conduct” means that any personnel of the Company, in the course of their duties, directly or indirectly provides, promises, requests, or accepts improper benefits or commits a breach of ethics, unlawful act, or breach of fiduciary duty for purposes of acquiring or maintaining benefits.

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Parties referred to in the preceding paragraph include public servants, political candidates, political parties or members of political parties, state-run or private-owned businesses or institutions, and their directors, supervisors, managerial officers, employees or substantial controllers or other stakeholders. Said public servants include public representatives of each level, public servants of the central and local authorities, and any other persons engaged in government affairs pursuant to laws.

Article 4 (Types of Benefits)

“Benefits” referred to herein mean any money, gratuity, gift, commission, position, service, preferential treatment, rebate, facilitating payment, entertainment, dining, or any other item of value in whatever form or name.

Article 5. (Dedicated Unit)

This Company appoints the governance team (the “Dedicated Unit”) under the board of directors to establish and supervise the implementation of the ethical corporate management policies and preventive programs. The chief corporate governance officer shall be in charge of the following matters and report to the board of directors periodically(at least once a year):

I. Establish regulations to implement the ethical management policy according to the laws and regulations.
II. Periodically analyzes and assess the risk of unethical behavior within the scope of business.

III. Planning the internal organization, structure and allocation of responsibilities and setting up check-and-balance mechanisms for mutual supervision of the business activities within the business scope which are possibly at a higher risk for unethical behavior.

IV. Promoting and coordinating awareness and educational activities with respect to ethics policy.
V. Developing a whistleblower system and ensuring its operating effectiveness.
VI. Assisting the board of directors and General manager in assessing whether the preventive measures for ethical management are effectively implemented, and preparing reports on the regular assessment of compliance with ethical management in operating procedures.

Article 6. (Prohibition of Offering or Acceptance of Improper Benefits)

Except under one of the following circumstances, when providing, accepting, promising, or requesting, directly or indirectly, any money, gratuity, service, preferential treatment, entertainment, dining and any other benefits, the conduct of the given personnel of the

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Company shall comply with the provisions of the Company’s Ethical Corporate Management Best Practice Principles and these Procedures and Guidelines, and the relevant procedures shall have been carried out:

I. To comply with the local laws and regulations prevailing within the jurisdiction where the Company operates.
II. The conduct is undertaken to meet business needs and is in accordance with local courtesy, convention, or custom during domestic (or foreign) visits, reception of guests, promotion of business, and communication and coordination.
III. The conduct has its basis in ordinary social activities that are attended or others are invited to hold in line with accepted social custom, commercial purposes, or developing relationships.
IV. Invitations to guests or attendance at commercial activities or factory visits in relation to business needs, when the method of fee payment, number of participants, class of accommodations, and the time period for the event or visit have been specified in advance.
V. Attendance at folk festivals that are open to and invite the attendance of the general public.
VI. Rewards, emergency assistance, condolence payments, or honorariums from the management.
VII. Property received from relatives or friends in regular contact for engagement, marriage, maternity, relocation, assumption of a position, promotion, transfer, retirement, resignation or severance, and injury, illness, or death of the recipient or the recipient's spouse or lineal relative, if any.
VIII. Other conduct that complies with the rules of the Company.
Article 7. (Procedures for Handling Acceptance of Improper Benefits)
Except under any of the circumstances set forth in the preceding article, when any personnel of the Company are provided with or are promised, either directly or indirectly, any money, gratuity, service, preferential treatment, entertainment, dining and any other benefits by a third party, the matter shall be handled in accordance with the following procedures:
I. If there is no relationship of interest between the party providing or offering the benefit and the official duties of the Company’s personnel, the personnel shall report to their immediate supervisor within three (3) days from the acceptance of the benefit, and the dedicated unit shall be notified if necessary.
II. If a relationship of interest does exist between the party providing or offering the benefit and the official duties of the Company’s personnel, the personnel shall return or refuse the benefit, and shall report to his or her immediate supervisor and
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notify the dedicated unit. When the benefit cannot be returned, then within three

(3) days from the acceptance of the benefit, the personnel shall refer the matter to the dedicated unit for handling.

“A relationship of interest between the party providing or offering the benefit and the official duties of the Company’s personnel,” as referred to in the preceding paragraph, refers to one of the following circumstances:

I. When the two parties have commercial dealings, a relationship of direction and supervision, or subsidies (or rewards) for expenses.
II. When a contracting, trading, or other contractual relationship is being sought, is in progress, or has been established.
III. Other circumstances in which a decision regarding the Company’s business, or the execution or non-execution of business, will result in a beneficial or adverse impact.

The Company’s dedicated unit shall make a proposal, based on the nature and value of the benefit under Paragraph 1, that it be returned, accepted on payment, given to the public, donated to charity, or handled in another appropriate manner. The proposal shall be implemented after being reported and approved by the president.

Article 8. (Prohibition of and Handling Procedure for Facilitating Payments)

The Company shall neither provide nor promise any facilitating payment.

If any personnel of the Company provides or promises a facilitating payment under threat or intimidation, they shall submit a report to their immediate supervisor stating the facts and shall notify the Company’s dedicated unit.

Upon receipt of the report under the preceding paragraph, the dedicated unit shall take immediate action and undertake a review of relevant matters in order to minimize the risk of recurrence. In a case involving alleged illegality, the dedicated unit shall also immediately report to the relevant judicial agency.

Article 9. (Procedures for Offering Legal Political Donations)

Political contributions by the Company shall be made in accordance with the following provisions, reported to the Chairman of Board, and a notification given to the dedicated unit, and may be made only after being reported to and approved by a directors’ meeting:

I. It shall be ascertained that the political contribution is in compliance with the laws and regulations governing political contributions in the country in which the recipient is located, including the maximum amount and the form in which a contribution may be made.
II. A written record of the decision-making process shall be kept.

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III. Account entries shall be made for all political contributions in accordance with applicable laws and regulations and relevant procedures for accounting treatment.
IV. In making political contributions, commercial dealings, applications for permits, or carrying out other matters involving the interests of the Company with the related government agencies shall be avoided.

Article 10. (Procedures for Offering Charitable Donations or Sponsorship)

The charitable donations or sponsorship made by the Company shall comply with the following requirements and the “Parliamentary Rules for Directors’ Meetings”. The donations to a stakeholder shall be subject to approval by a directors’ meeting. The major donation to a non-stakeholder means any individual donation, or cumulative donations within the preceding year to a single recipient at an amount of NT$5 million or more, which may be made upon approval by a directors’ meeting.
I. To comply with the local laws and regulations prevailing within the jurisdiction where the Company operates.
II. A written record of the decision-making process shall be kept.
III. A charitable donation shall be given to a valid charitable institution and may not be a disguised form of bribery.
IV. The returns received as a result of any sponsorship shall be specific and reasonable, and the subject of the sponsorship may not be a counterpart of the Company’s commercial dealings or a party with which any personnel of the Company has a relationship of interest.
V. After a charitable donation or sponsorship has been given, it shall be ascertained that the destination to which the money flows is consistent with the purpose of the contribution.

The term “with the preceding year” in the preceding paragraph means a period of one (1) year calculated retroactively from the date on which the current directors’ meeting is convened. Amounts already submitted to and passed by a resolution of the Board are exempted from inclusion in the calculation.

Article 11 (Avoidance of Conflict of Interest)

The Company’s directors shall adhere to high self-disciplinary policy. When a motion at a given board of directors meeting concerns their personal interest, or interest of the juristic person represented by them and is likely to injure the Company’s interest, the directors shall state their opinion and answers, but may not participate in discussion of or voting on the motion and shall recuse themselves from the discussion or the voting, and may not exercise voting rights as proxy for another director. The directors shall practice self-discipline and must not support one another in improper dealings.

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If in the course of conducting company business, any personnel of the Company discover that a potential conflict of interest exists involving themselves or the juristic person that they represent, or that they or their spouses, parents, children, or relatives within the second degree of kinship with them are likely to obtain improper benefits, the personnel shall report the relevant matters to both their immediate supervisors and the Company’s dedicated unit, and the immediate supervisor shall provide the personnel with proper instructions.

No personnel of the Company may use the Company’s resources on commercial activities other than those of the Company, nor may any personnel's job performance be affected by their involvement in the commercial activities other than those of the Company.

Article 12. (Unit Dedicated to Confidentiality and Its Responsibilities)

The Company has set up a special unit dedicated to formulating and implementing procedures for managing, preserving, and maintaining the confidentiality of the Company’s trade secrets and it shall also conduct periodical reviews on the results of implementation to ensure the sustained effectiveness of the confidentiality procedures.

Article 13. (Prohibition Against Disclosure of Trade Secrets)

All personnel of the Company shall faithfully follow the operational directions pertaining to the Company’s trade secrets and may not disclose to any other party any trade secret of the Company of which they have learned, nor may they inquire about or collect any trade secrets of the Company unrelated to their individual duties.

Article 14. (Prohibition Against Insider Trading)

All of the Company’s personnel shall adhere to the provisions of the Securities and Exchange Act, and may not take advantage of undisclosed information of which they have learned to engage in insider trading. The personnel are also prohibited from divulging undisclosed information to any other party, in order to prevent other party from using such information to engage in insider trading.

Article 15. (Non-Disclosure Agreement)

Any organization or person outside of the Company that is involved in any merger, demerger, acquisition and share transfer, major memorandum of understanding, strategic alliance, other business partnership plan, or the signing of a major contract by the Company shall be required to sign a non-disclosure agreement in which they undertake not to disclose to any other party any trade secret or other material information of the Company acquired as a result, and that they may not use such

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information without the prior consent of the Company.

Article 16. (Announcement of Policy of Ethical Management to Outside Parties)
The Company shall disclose its policy of ethical management in its internal rules, annual reports, on the Company's websites, and in other promotional materials, and shall make timely announcements of the policy in events held for outside parties such as product launches and investor press conferences, in order to make its suppliers, customers, and other business-related institutions and personnel fully aware of its philosophy and regulations with respect to ethical management.
Article 17. (Ethical Management Evaluation Prior to Development of Commercial Relationships) Before developing a commercial relationship with another party, such as an agent, supplier, customer, or other counterpart in commercial dealings, the Company shall evaluate the legality and ethical management policy of the party and ascertain whether the party has a record of involvement in unethical conduct, in order to ensure that the party conducts business in a fair and transparent manner and will not request, offer, or take bribes.

When the Company carries out the evaluation under the preceding paragraph, it may adopt appropriate audit procedures for a review of the counterpart with which it will have commercial dealings with respect to the following matters, in order to gain a comprehensive knowledge of its ethical management:

I. The enterprise's nationality, location of business operations, organizational structure, and management policy, and place where it will make payment.
II. Whether the enterprise has adopted an ethical management policy, and the status of its implementation.
III. Whether enterprise's business operations are located in a country with a high risk of corruption.
IV. Whether the business operated by the enterprise is in an industry with a high risk of bribery.
V. The long-term business condition and degree of goodwill of the enterprise.
VI. Consultation with the enterprise's business partners on their opinion of the enterprise.
VII. Whether the enterprise has a record of involvement in unethical conduct such as bribery or illegal political contributions.

Article 18. (Statement of Ethical Management Policy to Counterparts in Commercial Dealings)

Any personnel of the Company, when engaging in commercial activities, shall make a statement to the trading counterpart about the Company’s ethical management policy

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and related rules, and shall clearly refuse to provide, promise, request, or accept, directly or indirectly, any improper benefit in whatever form or name, including rebate, commission or facilitating payment, or offer or accept improper benefit in any other manners.

Article 19. (Avoidance of Commercial Dealings with Unethical Operators)

All personnel of the Company shall avoid business transactions with an agent, supplier, customer, or other counterpart in commercial interactions that is involved in unethical conduct. When the counterpart or partner in cooperation is found to have engaged in unethical conduct, the personnel shall immediately cease dealing with the counterpart and blacklist it for any further business interaction in order to effectively implement the Company's ethical management policy.

Article 20. (Stipulation of Terms of Ethical Management in Contracts)

Before entering into a contract with another party, the Company shall gain a thorough knowledge of the status of the other party's ethical management, and shall make observance of the ethical management policy of the Company part of the terms and conditions of the contract, stipulating at the least the following matters:
I. When a party to the contract becomes aware that any personnel has violated the terms and conditions pertaining to prohibition of acceptance of commissions, rebates, or other improper benefits, the party shall immediately notify the other party of the violator's identity, the manner in which the provision, promise, request, or acceptance was made, and the monetary amount or other improper benefit that was provided, promised, requested, or accepted. The party shall also provide the other party with pertinent evidence and cooperate fully with the investigation. Otherwise, the other party may claim the liquidated damages agreed in the contract against the breaching party, and may also deduct the full amount of the damages from the contract price payable, in addition to the loss suffered by it against the breaching party, if any.
II. Where a party is discovered to be engaged in unethical conduct in its commercial activities, the other party may terminate or rescind the contract unconditionally at any time.
III. Specific and reasonable payment terms, including the place and method of payment and the requirement for compliance with related tax laws and regulations.

Article 21. (Handling of Unethical Conduct by Personnel of the Company)

If the Company discovers, or receives any complaint reporting, that another party has

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engaged in unethical conduct, the Company shall verify the truth immediately. If the unethical conduct is proven to violate related laws and regulations or the Company’s ethical management policies and requirements, the Company shall ask the violator to cease the conduct immediately and render appropriate measures, and claim damages through legal proceedings, if necessary, to maintain the Company’s goodwill and interest.

With respect to an unethical conduct already committed, the Company shall charge relevant units with the task of reviewing the internal control system and relevant procedures and proposing corrective measures to prevent recurrence. The Company’s dedicated unit shall submit to the Board of Directors a report on the unethical conduct, actions taken, and subsequent reviews and corrective measures.

Article 22. (Actions upon Event of Unethical Conduct by Others Towards the Company)

If any personnel of the Company discovers that another party has engaged in unethical conduct towards the Company, and such unethical conduct involves alleged illegality, the Company shall report the relevant facts to the judicial and prosecution authorities. Where a public service agency or public official is involved, the Company shall additionally notify the governmental anti-corruption agency.

Article 23. (Establishment of a System for Rewards, Penalties, and Complaints, and Related Disciplinary Measures)

The Company shall apply the policies of ethical corporate management when creating its employee performance appraisal system and human resource policies to establish clear and effective reward & discipline and complaining systems.

If any personnel of the Company seriously violates ethical conduct, the Company shall dismiss the personnel from his or her position or terminate his or her employment in accordance with applicable laws and regulations or the personnel policy and procedures of the Company.

The Company shall make immediate disclosure on the Company's internal website of the job title and name of the violator, the date and details of the violation, and the actions taken in response.

Article 24. (Implement)

These Procedures and Guidelines, and any amendments hereto, shall be implemented after adoption by resolution of the Board of Directors.

In case of any discrepancy between the English translation and the Chinese version, the Chinese version shall prevail.

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Appendix 5

China General Plastics Corporation

Operating Procedure for Making of Endorsements/Guarantees

(before amendment)

Amended on June 22, 2018

Article 1: Purpose

The Company shall comply with the Procedure when making

endorsements/guarantees for others. Any matters not covered herein shall be implemented in accordance with related laws and regulations.

Article 2: Scope of applicability

The term “endorsements/guarantees” as used herein refers to the following:

I. Financing endorsements/guarantees:
(I) Bill discount financing.
(II) Endorsement or guarantee made to meet the financing needs of another company.
(III) Issuance of a separate negotiable instrument to a non-financial enterprise as security to meet the financing needs of the Company itself.
II. Customs duty endorsement/guarantee: An endorsement or guarantee for the Company itself or another company with respect to customs duty matters.
III. Other endorsements/guarantees: Endorsements or guarantees beyond the scope of the above two subparagraphs.

Any creation by the Company of a pledge or mortgage on its chattel or real property as security for the loans of another company shall also comply with the Procedure.

Article 3: Subject of endorsement/guarantee:

I. A company with which the Company does business.
II. A company in which the Company directly and indirectly holds more than 50 percent of the voting shares.
III. A company that directly and indirectly holds more than 50 percent of the voting shares in the Company.
IV. the jointly invested company for which all capital contributing shareholders - 95 -

make endorsements/ guarantees in proportion to their shareholding percentages; capital contribution referred to herein shall mean capital contribution directly by the Company, or through a company in which the Company holds 100% of the voting shares.

V. Subsidiaries in which the Company holds, directly or indirectly, 90% or more of the voting shares may make endorsements/guarantees for each other.
“Subsidiary” as referred to herein shall be as determined under the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Article 4: Limit of endorsement/guarantee:

The aggregate amount of Endorsements and Guarantees made by the Company and the authorized limit on Endorsements and Guarantees made by the Company to any single entity both shall not exceed 100% of the Company’s net worth as stated in the Company’s most recent financial statements. The aggregate amount of Endorsements and Guarantees made by the Company and its subsidiaries and the authorized limit on Endorsements and Guarantees made by the Company and its subsidiaries to any single entity both shall not exceed 150% of the Company’s net worth as stated in the Company’s most recent financial statements. An explanation of the necessity and reasonableness thereof shall be given at the shareholders meeting.

The amount of Endorsements and Guarantees made among subsidiaries in which the Company holds, directly or indirectly, 90% or more of the voting shares shall not exceed 10% of the Company’s net worth as stated in the Company’s most recent financial statements. Notwithstanding, this shall not apply to the endorsements and guarantees made among subsidiaries in which the Company holds, directly or indirectly, 100% of the voting shares.

Where an endorsement and guarantee is made due to needs arising from business dealings, in addition to said requirements about authorized limit, the individual endorsement and guarantee made therefor shall be no more than the transaction value between both parties for the most recent year.

The net worth referred to herein means the equity attributable to the owners of the parent company in the balance sheet prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Article 5: Decision-making and level of authority

The authorized limit on endorsements/guarantees to a single entity shall be subject to review and approval by the Chairman of Board, and then submitted to the Board of Directors for a resolution. Notwithstanding, substantial endorsements/guarantees

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shall be approved by a majority of all Audit Committee members and submitted to the Board of Directors for a resolution in advance. The Chairman is authorized to make decisions within the specific aggregate limit during adjournment of Board of Directors’ meeting, and then have it ratified by the most recent Board of Directors’ meeting. Notwithstanding, subsidiaries in which the Company holds, directly or indirectly, 90% or more of the voting shares may not make

endorsements/guarantees until the same is reported to and resolved by a Board of Directors’ meeting of the Company. Notwithstanding, this shall not apply to the endorsements and guarantees made among subsidiaries in which the Company holds, directly or indirectly, 100% of the voting shares.

Article 6:

Procedure for Making of Endorsements/Guarantees
I. When applying for the authorized limit of endorsement/guarantee, the endorsed/guaranteed enterprise shall provide its basic information and financial information, and submit an application to the Company’s Financial Department for the endorsement/guarantee. The Financial Department shall thoroughly evaluate the related information, and conduct credit investigation each year during the period when the endorsement/guarantee persists. The scope of evaluation covers the necessity and reasonableness of endorsement/guarantee, whether the amount of an endorsement/guarantee is commensurate to the total amount of trading between the two (2) companies when the endorsement/guarantee is made due to needs arising from business dealings, the impact on the Company's operational risk, financial condition and shareholders' equity, and whether collateral must be obtained and appraisal of the value thereof.
II. The Company’s Financial Department shall compile the related information referred to in the preceding paragraph and submit the same together with the evaluation result to the Chairman of Board for review and approval, and then have the same submitted to a Board of Directors’ meeting for a resolution, or have the Chairman of Board make decisions with authorization, before making the endorsement/guarantee.
III. Financial Department shall prepare a memorandum book for the endorsements/guarantees made by it and truthfully record the following information: subject of the endorsement/guarantee, amount, date of approval by the Board of Directors’ meeting or decision made by the Chairman of Board, date of endorsement/guarantee, issues to be evaluated carefully pursuant to the Procedure, contents of collateral and value thereof upon evaluation, conditions for and date of termination of the

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endorsement/guarantee, and amount and date of liability of guarantee.

IV. Upon discharge from debt, the endorsed/guaranteed enterprise shall notify the relevant information to the Company’s Financial Department to relieve the Company from the liability of guarantee and enable the Company to record the discharge in the memorandum book for the endorsements/guarantees.
V. The Company’s Financial Department shall evaluate and state the contingent loss for endorsements/guarantees, and shall adequately disclose information on endorsements/guarantees in its financial reports and provide certified public accountants with relevant information for implementation of necessary audit procedures and issuance of adequate audit report.
Article 7: Procedure for usage and custody of corporate chop The Company shall use the corporate chop registered with the Ministry of Economic Affairs as the dedicated chop for endorsements/guarantees. The chop shall be kept in the custody of a designated person approved by the Board of Directors. The same shall apply if the chop is changed. The chop may be used to seal or issue negotiable instruments only in accordance with the operating procedures prescribed by the Company. When making a guarantee for a foreign company, the Company shall have the Guarantee Agreement signed by a person authorized by the Board of Directors.
Article 8: Notes to Making of Endorsements/Guarantees
The Company’s internal auditors shall audit the Operating Procedure for Making of Endorsements/Guarantees and the implementation thereof no less frequently than quarterly and prepare written records accordingly. They shall promptly notify the Audit Committee in writing of any material violation found.
Where as a result of changes of condition the endorsed/guaranteed company no longer meets the requirements herein, or the amount of endorsement/guarantee exceeds the limit, the audit unit shall urge Financial Department to adopt corrective action plans against the amount of endorsement/guarantee or that exceeding the limit and submit the plans to the Audit Committee and reported to a Board of Directors’ meeting, and shall complete the corrective action according to the time frame set out in the plan.

Where the Company needs to exceed the limits set out herein to satisfy its business requirements, and where the conditions set out herein are complied with, it shall obtain approval from a majority of all Audit Committee members, and approval from a Board of Directors’ meeting and a majority of the whole directors shall act as joint guarantors for any loss that may be caused to the Company by the excess

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endorsement/guarantee. It shall also amend the Procedure accordingly and submit the same to the shareholders' meeting for ratification thereafter. If the shareholders' meeting does not give consent, the Company shall adopt a plan to discharge the amount in excess within a given time limit. Where the Company has assigned the position of independent director, during the discussion by the Board of Directors referred to in the preceding paragraph, the Board of Directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting.

Where the endorsed/guaranteed company is a subsidiary whose net worth in the most recent financial statement is lower than half of its paid-in capital, Financial Department shall obtain the annual financial statements of the endorsed/guaranteed company and conduct the risk evaluation report on necessity and reasonableness, and then submit the statements and report to the Chairman of Board for approval. In the case of a subsidiary with shares having no par value or a par value other than NT$10, the paid-in capital shall refer to the sum of the share capital plus paid-in capital in excess of par.

Article 9: Time limit for public announcement and contents thereof

I. The Company shall enter the balance of endorsements/guarantees made by the Company and its subsidiaries in the last month into the MOPS by tenth (10th) day of each month.
II. Where balance of endorsements/guarantees made by the Company and its subsidiaries reaches one of the following limits, the Company shall enter the balance into the MOPS within two (2) days commencing immediately from the date of occurrence:
(I) The balance of endorsements/guarantees made by the Company and its subsidiaries reaches fifty (50) percent or more of the Company's net worth as stated in its latest financial statement.
(II) The balance of endorsements/guarantees made by the Company and its subsidiaries to a single entity reaches twenty (20) percent or more of the Company's net worth as stated in its latest financial statement.
(III) The balance of endorsements/guarantees by the Company and its subsidiaries to a single entity reaches NT$10 million or more and the aggregate amount of all endorsements/guarantees for, investment of a long-term nature in, and balance of loans to, such entity reaches thirty (30) percent or more of the Company's net worth as stated in its latest financial statement.

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(IV) The amount of new endorsements/guarantees made by the Company and its subsidiaries reaches NT$30 million or more, and reaches five (5) percent or more of the Company's net worth as stated in its latest financial statement.

Date of occurrence referred to herein means the contracting date, date of

payment, dates of boards of directors resolutions, or other date that can confirm the counterpart and monetary amount of the transaction, whichever date is earlier.

III. The Company shall report to the MOPS on behalf of any subsidiary thereof that is not a public company of the Republic of China any matters that such subsidiary is required to announce and report pursuant to the preceding paragraph. The proportion of the balance of endorsements/guarantees made by subsidiaries referred to in the preceding paragraph in net worth shall refer to the proportion of the same in the Company’s net worth.
Article 10: Procedure for Control over Endorsements/Guarantees Made by Subsidiaries
I. Where any of the Company’s subsidiaries wish to make endorsements/guarantees for others, the Company shall order the subsidiary to establish its own operating procedure for making of endorsements/guarantees and comply with the same, provided that the net worth shall be calculated based on the subsidiary’s net worth.
II. The subsidiary shall prepare the statement of endorsements/guarantees made for others in last month by 5th day of each month, and submit the same to the Company for review.
III. The internal auditors of the subsidiary which is a public company shall audit its operating procedure for making of endorsements/guarantees and the implementation thereof no less frequently than quarterly and prepare written records accordingly. They shall promptly notify the Company’s audit unit in writing of any material violation found to enable the Company’s audit unit to submit the same to Audit Committee.
IV. When conducting an audit on a subsidiary pursuant to the annual audit plan, the Company’s internal auditors shall also verify the subsidiary’s operating procedure for making of endorsements/guarantees and the implementation thereof. Where any deficiencies are found, the internal auditors shall follow up the improvement thereof continuously, and prepare the follow-up report and submit the same to the Board of Directors.

Article 11: Penalty

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Where the Company’s managerial staff and relevant personnel violate the

Procedure, the staff and personnel shall be reported for performance appraisal pursuant to the Company’s personnel management rules and employees’ work rules and disciplined subject to seriousness of the case.

Article 12: Enforcement and amendment

The Procedure shall be enforced upon agreement by a majority of the Audit Committee members, and subject to resolution by a Board of Directors’ meeting and approval by a shareholders’ meeting in advance. If a director expresses dissent and it is contained in the minutes or a written statement, the Company shall submit the director's dissenting opinion to the Audit Committee and also to a shareholders’ meeting for discussion. The same shall apply where the Procedure is amended. Where the Company has assigned the position of independent director, when the Operating Procedure is submitted for discussion by the Board of Directors, the Board of Directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting.

In case of any discrepancy between the English translation and the Chinese version, the Chinese version shall prevail.

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Appendix 6 China General Plastics Corporation

Operating Procedure for Loaning of Funds

(before amendment)

Amended on June 8 2017

Article 1: The Company shall comply with the Procedure when loaning funds to others.
Article 2: Borrower
The Company’s loaning of funds shall comply with the following requirements: The entities to which the Company may loan funds (hereinafter referred to as the
“borrowers”) are limited to:
(I) A company or firm with which the Company does business;
(II) A company or firm requiring short-term financing facility; The term “shortterm” as used herein means one (1) year, or one (1) operating cycle (whichever is longer).
“Subsidiary” as referred to herein shall be as determined under the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Article 3: Necessity of and reasonableness of loaning funds to others
Where funds are loaned for reasons of business dealings between the Company and another company or firm, Paragraph 2 of Article 4 herein shall apply. Where funds are loaned for reasons of short-term financing facility, only the following circumstances may apply:
(I) When affiliated company of the Company needs short-term financing facility to meet business requirements;
(II) When another company or firm needs short-term financing facility to purchase materials or seek revolving fund;
Article 4: The aggregate amount of loans and the maximum amount permitted to a single borrower

The aggregate amount of loans by the Company to others shall be no more than 40% of the net worth of the Company’s most recent financial statements audited, certified or reviewed by the CPA.

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The limit of loan to each entity is defined as follows subject to the reason of loaning:

(I) For the borrower who does business with the Company, the aggregate amount of loans by the Company shall be no more than 40% of the net worth of the Company’s most recent financial statements audited, certified or reviewed by the CPA. The individual loan shall be no more than the Company’s purchase from or sale to it for the most recent year or until the loan is made, whichever is higher.
(II) For the borrower who needs the short-term financing facility, the aggregate amount of loans and individual loan by the Company shall be no more than 40% of the net worth of the Company’s most recent financial statements audited, certified or reviewed by the CPA.

The restriction on 40% of the net worth of a foreign company in which the Company holds, directly or indirectly, 100% of the voting shares shall not apply to short-term financing facility between said foreign company and the other foreign companies in which the Company holds, directly or indirectly, 100% of the voting shares. The aggregate amount of loans and individual loan shall be no more than 100% of the net worth of the foreign company’s most recent financial statements audited, certified or reviewed by the CPA.

Article 5: Operating Procedure for Loaning of Funds

(I) Procedure
The Company’s loaning of fund or short-term financing facility shall be subject to approval by the Company’s Financial Department, and submitted to a Board of Directors’ meeting for resolution upon approval by the Chairman of Board. Notwithstanding, major loaning of fund shall be approved by a majority of all Audit Committee members and submitted to a Board of Directors’ meeting for a resolution in advance. Loaning of funds between the Company and its subsidiaries, or between subsidiaries, shall be submitted for a resolution by a Board of Directors’ meeting pursuant to the preceding paragraph, and the Chairman may be authorized, for a specific borrower, within a certain monetary limit resolved by a Board of Directors’ meeting, and within a period not to exceed one (1) year, to give loans in installments or to make a revolving credit line available for the borrower to draw down.

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The “certain monetary limit” mentioned in the preceding paragraph shall be in compliance with Paragraph 3 of Article 4 herein. Meanwhile, the authorized limit on loans extended by the Company or any of its subsidiaries to any single entity shall not exceed 10% of the net worth in the Company’s or the subsidiary’s most recent financial statements. Notwithstanding, where the accounts receivable from stakeholders and other accounts receivable expiring the normal credit period for a specific time limit are held as loaning of fund (hereinafter referred to as the “loaning of fund equivalent”) and thereby it is impossible to report them to a Board of Directors’ meeting for resolution in advance, the same may be ratified at the latest Board of Directors’ meeting. Where the Company has assigned the position of independent director, during the discussion by a Board of Directors’ meeting for loaning of fund or shortterm financing facility, the Company shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the Board of Directors’ meeting.

The Company’s Financial Department shall prepare a memorandum book for the loaning of fund. Notwithstanding, the Accounting Department shall prepare a memorandum book for the loaning of fund equivalent, if any, separately. Upon resolution of the loaning of fund by a Board of Directors’ meeting the Company shall record the borrower, amount, date of approval by the Board of Directors’ meeting, lending/borrowing date, and matters to be carefully evaluated as required into the memorandum book truthfully.
The internal auditors shall audit the Operating Procedure for Loaning of Funds and the implementation thereof quarterly and prepare written records accordingly. They shall promptly notify the Audit Committee in writing of any material violation found.
Financial Department and Accounting Department shall prepare the relevant statements of the loaning of fund and equivalent thereof incurred and canceled per month to help control, follow up and process the public announcement and reporting, and shall evaluate and provide adequate allowance for bad debt quarterly, and disclose the information about loaning of fund in the financial statements and provide the CPA with relevant information.
Where as a result of changes of condition the borrower no longer meets the requirements herein, or the balance exceeds the limit, Financial - 104 -

Department shall adopt corrective action plans and submit the plans to the Audit Committee, and shall complete the corrective action according to the time frame set out in the plan.

(II) Procedure for examination
1. When processing the loaning of funds, the Company shall have the company or firm which applies for the loaning of funds check the related financial information and state the purpose of fund and then file the application in writing. Notwithstanding, this shall not apply to the loaning of fund equivalent.
2. Upon receipt of the application, the Company’s Financial Department shall investigate and evaluate the necessity and reasonableness of loaning funds to others, whether the borrower is doing business with the Company directly (indirectly), the borrower’s financial position, solvency and credit, profitability and purpose of loan, and produce and submit the relevant report to the Board of Directors after taking into consideration the operation risk caused by the aggregate amount of fund loaned by the Company to the Company, the Company’s financial position and shareholders’ equity.
3. The Company shall request the promissory note bearing the same amount to secure the fund loaned by the Company or short-term financial facility given by the Company, and demand that the borrower should pledge personal property or real property, if necessary, and evaluate whether the value of collateral is equivalent to the balance of loaned fund quarterly and add the collateral, if necessary. Notwithstanding, this shall not apply to the loaning of fund equivalent.
For the security for obligation referred to in the preceding paragraph, where the debtor asks any individual or company with considerable financial position and credit to secure the loan in lieu of collateral, the Board of Directors shall handle it according to the credit investigation report submitted by Financial Department. When the loan is secured by any company, please note whether the company’s articles of incorporation provided any clauses about making guarantee.
Article 6: Duration of financing facility and calculation of interest
Duration of the funds loaned by the Company shall be no more than one (1) year, provided that it shall be no more than five years in the case of the loaning of funds between foreign companies in which the Company holds, directly or indirectly, 100% of the voting shares. Upon maturity of the funds loaned by the Company, the - 105 -

principal must be repaid at first and renewal of the loan is only applicable upon approval by a Board of Directors’ meeting.

The loan interest shall be no less than the average interest rate accruing on the shortterm loan offered by financial institutes. In the case of any special circumstance, the interest rate may be adjusted upon approval given by a Board of Directors’ meeting.

Article 7: Subsequent measures for control and management of loans, and procedures for handling delinquent creditor's rights
After allocating the loan, Financial Department shall keep noticing the borrower’s and guarantor’s financial, business and related credit status, and any changes in the value of collateral, and report any material change to the President, CFO and related unit, and take appropriate measures to respond to the situation. Where the borrower wishes to repay the loan when due or prior to expiration of the loan, he/she shall calculate the payable interest at first and then repay the principle plus the interest. Then, the promissory note may be returned to the borrower, or the mortgage/pledge may be canceled.
Article 8: Procedure for public announcement and report
(I) Financial Department (Accounting Department) shall submit the information about the balance of loan made by the Company and its subsidiaries in the previous month to Accounting Department by the tenth (10th) day of each month, and carry out the public announcement and reporting of the same and the turnover.

The term “announcement and reporting” as used herein means the process of entering data to the information reporting website designated by the Financial Supervisory Commission (FSC).

(II) In addition to the monthly announcement and reporting of the balance of funds loaned by the Company, where the balance of funds loaned by the Company and its subsidiaries reaches one of the following levels, Financial Department (Accounting Department) shall notify Accounting Department, attached with related information, to announce and report such event within two (2) days commencing immediately from the date of occurrence:
The balance of fund loaned by the Company and its subsidiaries reaches 20 percent or more of the Company's net worth as stated in its latest financial statement.
The balance of fund loaned by the Company and its subsidiaries to a single entity reaches ten (10) percent or more of the Company's net worth as stated in its latest financial statement.
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The amount of new fund loaned by the Company or its subsidiaries reaches NT$10 million or more, and reaches 2 percent or more of the Company's net worth as stated in its latest financial statement.
The Company shall announce and report on behalf of any subsidiary thereof that is not a public company of the Republic of China any matters that such subsidiary is required to announce and report pursuant to Subparagraph 2 of the preceding paragraph.

Date of occurrence referred to herein means the contracting date, date of payment, dates of boards of directors resolutions, or other date that can confirm the counterpart and monetary amount of the transaction, whichever date is earlier.

Article 9: Procedure for Loaning of Funds by Subsidiaries
(I) Where a subsidiary of the Company intends to loan funds to others, the Company shall instruct it to formulate its own operating procedure for loaning of funds to others, and comply with the “internal control system” and “operating procedure for loaning of funds to others” established by the Company and it, respectively. Meanwhile, the subsidiary shall submit to the Company the written report on the balance, borrower and duration of the fund loaned in the previous month by 5th day of each month.
(II) Where the balance of funds loaned by any subsidiary of the Company that is not a public company of the Republic of China meets the standards for announcement and reporting referred to in Paragraph 2 of Article 8 herein, it shall be notified to the Company on the date of occurrence, and the Company shall carry out the announcement and reporting on the designated website as required.
(III) When conducting an audit on a subsidiary pursuant to the annual audit plan, the Company’s internal auditors shall also verify the subsidiary’s operating procedure for loaning of funds to others and the implementation thereof. Where any deficiencies are found, the internal auditors shall follow up the improvement thereof continuously, and prepare the follow-up report and submit the same to the Board of Directors.

Article 10: Penalty

Where the Company’s managerial officers and employees violate the Operating Procedure, they shall be reported for performance appraisal pursuant to the Company’s personnel management rules and employees’ work rules and disciplined subject to seriousness of the case.

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Article 11: The Procedure shall be enforced upon agreement by a majority of the Audit Committee members, and subject to resolution by a board of directors meeting and approval by a shareholders’ meeting. If a director expresses dissent and it is contained in the minutes or a written statement, the Company shall submit the director's dissenting opinion to the Audit Committee and also to a shareholders’ meeting for discussion.

Where the Company has assigned the position of independent director, when the Operating Procedure is submitted for discussion by the Board of Directors, the Board of Directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting.

In case of any discrepancy between the English translation and the Chinese version, the Chinese version shall prevail.

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Appendix 7 China General Plastics Corporation

Stake of Directors

	Stake of Directors
Title	Name	Stake
Chairperson	Yi-Gui Wu (Representative of Union Polymer International Investment Corporation)	131,591,144
Vice Chairman	Han-Fu Lin (Representative of Union Polymer International InvestmentCorporation)
Director	Ke-Shun Wang (Representative of Union Polymer International InvestmentCorporation)
Director	Han-Tai Liu (Representative of Union Polymer International Investment Corporation)
Director	Zhen-Tu Liu (Representative of Union Polymer International Investment Corporation)
Director	Hung-To Wu (Representative of Union Polymer International Investment Corporation)
Independent Director	Zu-De Li	0
Independent Director	Ying-Bin Zheng	0
Independent Director	Liang-Xian Li	0
TotalStake of Directors		131,591,144
Stake byLaw of Directors		16,864,957

Note: 1. The said stake is the number of shares registered in the List of Shareholders dated by the book due date (March 30) of the 2020 AGM.

The total issued shares of CGPC are 527,029,927 shares.

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Appendix 8 The Impact of Stock Dividend Issuance on Business Performance, EPS, and ROE: No estimates should be disclosed as no finaincal forecast was made for 2020.

Performance, EPS, and ROE:No estimates finaincal forecast wasmadefor 2020.	Performance, EPS, and ROE:No estimates finaincal forecast wasmadefor 2020.	Performance, EPS, and ROE:No estimates finaincal forecast wasmadefor 2020.	should be disclosed a
Year Item			2020 (Estimates)
Beginning paid-in capital			NT$5,270,299,270
Stock dividend of the year (Note 1)	Cash dividendper share		NT$0.5
	Stock dividend per share for capitalization with earnings.		0.05 share
	Stock dividend per share for capitalization with capital reserve.		0 share
Impact on business performance	Operatingincome		N/A (Note 2)
	Rate of increase (decrease) of operating income YOY
	Netprofit after tax
	Rate of increase (decrease) of net profit after tax YOY
	EPS
	Rate of increase (decrease) of EPS YOY
	Average ROI (reciprocal of average price- earnings ratio(PER)
Proposed EPS and PER	If issuing dividends in cash for capitalization with earnings	Proposed EPS
		Proposed annual average ROI
	If no capitalization with legal reserve	Proposed EPS
		Proposed annual average ROI
	If issuing dividends in cash for capitalization with earnings without capitalization with legal reserve	Proposed EPS
		Proposed annual average ROI

Note 1: Dividend distribution for 2019 is shown according to the profit distribution proposal resolved by the Board on March 5, 2020.

Note 2: CGPC does not conduct open financial forecast of any kind, and the information relating to the impact on business performance, proposed EPS and PER are not applicable.

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The company shall present all basic assumptions for estimates or proposed data.
Proposed EPS for issuing dividends in cash for capitalization with earnings.
= [Net profit after tax – Imputed interest for cash dividends x (1 – Tax rate)] ÷ [Total Issued Shares by End of Year – Number of Shares with Dividends]*
Imputed interest for cash dividends* = Amount of capitalization with earnings x General interest rate for one-year loan
Number of Shares with Dividends**: The number of shares increased from the stock dividends in the previous year.
Annual PER: Annual Average Market Price Per Share ÷ EPA in the Annual Financial Statement

Chairperson: Manager: Case Officer:

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Appendix 9 Description of shareholders proposals:

Referring to Article 172-1 of the Company Act: “Shareholder(s) holding one per cent (1%) or more of the total number of outstanding shares of a company may make a proposal for discussion at a general meeting of shareholders, provided that only one matter shall be allowed in each single proposal of not more than 300 words.”
The acceptance period of proposals from shareholders for the 2020 AGM is from March 21, 2020 to March 31, 2020. Such information was disclosed on the Market Observation Post System by law on March 10, 2020.
No proposal from shareholder was received during the said period.

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AI assistant

CGPC — AGM Information 2020

51765_rns_2020-06-09_6c947b1a-0092-4281-8d56-44dfe40ceb43.pdf

Stock Code: 1305

China General Plastics Corporation

Handbook for the

2020 Annual General Meeting of Shareholders

Table of Contents

China General Plastics Corporation Procedure of the 2020 Annual General Meeting of Shareholders

1. Announcement of the Commencement of the Meeting

2. Chairperson Takes Chair

3. Opening Speech of the Chairperson

5. Matters for Ratification and Discussion

6. Extemporary Motions

7. Adjournment

China General Plastics Corporation

Year 2020

Agenda of Annual General Meeting of Shareholders

1. Report Items ：

3. Extemporary Motions ：

4. Adjournment

I. Report Items:

Report 1

To report 2019 operating results.

China General Plastics Corporation 2019 Business Report

Report Items:

China General Plastics Corporation Audit Report

Report Items:

Report Items:

China General Plastics Corporation

Report Items:

China General Plastics Corporation

The Amendment to the “Operating Procedures for Ethical Management and Guidelines

II. Matters for Ratification and Discussion:

Proposed by the Board

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

Validity of Specific Revenue

Valuation of Inventory

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

Auditors’ Responsibilities for the Audit of the Financial Statements

Notice to Readers

CHINA GENERAL PLASTICS CORPORATION

BALANCE SHEETS DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

CHINA GENERAL PLASTICS CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

CHINA GENERAL PLASTICS CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

CHINA GENERAL PLASTICS CORPORATION

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

CHINA GENERAL PLASTICS CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

CHINA GENERAL PLASTICS CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

Validity of Specific Revenue

Valuation of Inventory

Other Matter

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

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Notice to Readers

CHINA GENERAL PLASTICS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

CHINA GENERAL PLASTICS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

CHINA GENERAL PLASTICS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

CHINA GENERAL PLASTICS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

CHINA GENERAL PLASTICS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

CHINA GENERAL PLASTICS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

CHINA GENERAL PLASTICS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

CGPC AGM Information 2020

1. Report Items `：`

3. Extemporary Motions `：`

Resolution `：`

Resolution `：`