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FCFC Annual Report 2019

Aug 19, 2020

51780_rns_2020-08-19_6f5d9093-99d2-4512-94e4-9b4af438604c.pdf

Annual Report

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Stock Code: 1326

Formosa Chemicals & Fibre Corporation

2019 Annual Report

Notice to readers

This English-version annual report is a summary translation of the Chinese version and is not an official document of the shareholders’ meeting. If there is any discrepancy between the English and Chinese versions, the Chinese version shall prevail.

Taiwan Stock Exchange Market Observation Post System: http://newmops.twse.com.tw 2019 Annual Report is available at: http://www.fcfc.com.tw Printed on May 4, 2020

Spokesperson Deputy Spokesperson Name: Hong, Fu-Yuan Name: Lu, Wen-Chin Title: Vice Chairman Title: President Tel: 886-2-2712-2211 Tel: 886-2-2712-2211 E-mail: [email protected] E-mail: [email protected]

Stock Transfer Agent

Stock unit of Formosa Chemicals & Fibre Corporation Address: 201 Tun Hwa North Road, Taipei, 105, Taiwan, R.O.C. Tel: 886-2-2718-9898 Website: none

Auditors

PWC Accounting Firm 、 Auditors: Wu, Han-Chi Chou, Chien-Hung Address: 27F, No.333, Sec. 1, Keelung Road., Xinyi Dist., Taipei 110, Taiwan, R.O.C. Tel.: 886-2-2729-6666

Website: www.pwc.tw

Overseas Securities Exchange

None

Corporate Website

http://www. fcfc.com.tw

Headquarters

Headquarters Address: No.201, Sec. 3, Zhongshan Road, Changhua City, Changhua County 500, Taiwan, R.O.C.

Tel: 886-4- 723-6101

Taipei Branch

Address: 201 Tun Hwa North Road, Taipei, 105, Taiwan, R.O.C. Tel: 886-2- 2712-2211

Yilan Branch and Plant

Address: No.155, Zhangfu Road, Jiaoxi Township, Yilan County 262, Taiwan, R.O.C. Tel: 886-3- 928-2791

Longde Branch and Plant

Address: No.2, Longxiang 10th Road, Dongshan Township, Yilan County 269, Taiwan R.O.C.

Tel: 886-3- 990-1621

Xingang Branch and Plant

Address: No.1, Zhongyang Industrial Park, Xingang Township, Chiayi County 616, Taiwan R.O.C.

Tel: 886-5- 377-2111

Mailiao Branch & Plant

Address: No.1-1, Taisu Industrial Park, Mailiao Township, Yunlin County 638, Taiwan, R.O.C.

Tel: 886-5- 681-2345

Page

Contents

I. Letter to Shareholders ................................................................................................1 II. Company Profile 2.1 Date of Incorporation.............................................................................................. 9 2.2 Company History ……… ...................................................................................... 9 III. Corporate Governance Report 3.1 Organization............................................................................................................ 12 3.2 Directors, Supervisors and Management Team…………………………………14 3.3 Implementation of Corporate Governance ........................................................... 33 3.4 Information Regarding the Company’s Audit Fee and Independence.................. 100 3.5 Changes in Shareholding of Directors, Supervisors, Managers and Major Shareholders……………………………………………………………………..103 3.6 Relationship among the Top Ten Shareholders………..……....………...………105 IV. Capital Overview 4.1 Capital and Shares………………………………………………………….……110 4.2 Bonds…………….………………………………………………………….……116 4.3 Global Depository Receipts ….…………………………………………….……120 4.4 Employee Stock Options…………………………………………………………120 4.5 Status of New Shares Issuance in Connection with Mergers and Acquisitions….120 4.6 Financing Plans and Implementation……………………………………...……..120 V. Operational Highlights 5.1 Business Activities……………………………………………………………….121 5.2 Market and Sales Overview…………………………………….………..………135 5.3 Human Resources……….……………………………………………………….147 5.4 Environmental Protection Expenditure………….……………………………….148 5.5 Labor Relations…………………………………………………………………154 5.6 Important Contracts………………………………………………………………163 VI. Financial Information 6.1 Five-Year Financial Summary………………………………………….………..164 6.2 Five-Year Financial Analysis…………………………………………….………169 6.3 Audit Committee’s Report in the Most Recent Year……………………………...172 6.4 Consolidated Financial Statements for the Years Ended December 31, 2018 and 2019, and Independent Auditors’ Report…………………………………………..172 6.5 Individual Financial Statements for the Years Ended December 31, 2018 and 2019, and Independent Auditors’ Report………………………………….…….172

VII. Review of Financial Conditions, Operating Results, and Risk Management 7.1 Analysis of Financial Status…………………………………………………….173 7.2 Analysis of Operation Results……………………………………………..….174 7.3 Analysis of Cash Flow………………………………………..………………175 7.4 Major Capital Expenditure Items………………………………………………176 7.5 Investment Policy in Last Year, Main Causes for Profits or Losses, Improvement Plans and the Investment Plans for the Coming Year……….…177 7.6 Analysis of Risk Management…………………………………………….……177 VIII. Special Disclosure 8.1 Summary of Affiliated Companies……………………………………..….…185 8.2 Private Placement Securities in the Most Recent Years………………………195 8.3 The Shares in the Company Held or Disposed of by Subsidiaries in the Most Recent Years………………………………………………….….195

I. Letter to Shareholders

Operating Performance in 2019

The consolidated revenue in 2019 was NT$315.5 billion, a decline of NT$83.5 billion or 20.9% from NT$399 billion in 2018. A primary reason for the reduced revenue, the sales reduced by NT$33.5 billion, is the relatively more annual repairs taking place in production facilities and the accident at the third aromatic hydrocarbon plant. The selling price variance took a slide with NT$50 billion short resulted from the impacts by the trade friction between China and the US on the market for petrochemical raw materials and the additional production lines for petrochemicals got into production in China as well as the increasingly conservative competition on the market. In terms of profit, the consolidated profit before tax was NT$37.1 billion in 2019, a decline of NT$24.9 billion or 40.1% from NT$62 billion in 2018. Besides the abnormality encountered in the third aromatic hydrocarbon plant, the impacts were not only mainly from the trade friction between China and the US as mentioned above and the commissioning of the new production lines but also markets were thickly on the lookout, and prices of petrochemical products dropped significantly into the margin was far greater than that with the oil price and it led to the reduction in business profits.

The international economic situation was unpredictable in 2019. Geopolitical conflicts followed one another in the Middle East and the incessant disputes between China and the US in trade, among other factors, have undermined the growths in global economy and trade. In the first half of the year, the demand on the market for petrochemical products continued with the growing streak from 2018 and was growing steadily. In addition, the Company is known for its one-stop production system that covers the upstream, midstream, and downstream, with the competitive advantage of low cost, and we continue to promote product transformation and optimization of production and distribution towards market segmentation and product differentiation. Sales of petrochemical and plastic products went well. Petrochemical product prices were scaled up that benefited by the rise in the price of crude oil, thus the revenue and profits of the

1

Company in the first half of the year were both stable.

In the second half of the year, however, trade protectionism took prominence in the US. Tariff protective measures against products imported from Mainland China were imposed in different phases. In response, Mainland China introduced protective means on the market, too. The trade friction between Mainland China and the US gradually spread to impact the global economy and seriously undermine the globalization inter-dependent production and manufacturing system to significantly impact the foreign trade-oriented economy in Taiwan, particularly the petrochemical industry that targets mainly the market in Mainland China. Meanwhile, under the slow growth of the global economy, therefore, the internal demand in Mainland China also appeared to be sluggish, the prices of petrochemical products plummeted as oil price slid quickly, and downstream customers were waiting and seeing and appeared to be conservative. The Company's margin profit also started to slide as selling prices of products continued to fall in the third quarter. In the fourth quarter, the supply and demand was imbalanced in terms of production and distribution on the market, due to the new built petrochemical production lines were commissioned in Mainland China, thereafter, the downstream companies purchased tenably volume to operate on low inventories, and there were sales on the market prices were not pretty. The Company was under the stress of pass-through of production costs that resulted in profitability turned weak, and the Company had to deal with major challenges in its operation. Although the Company continued to live up to its belief in circular economy by investing in research and development of innovative low-emission production technique-oriented energy-saving operation to try to reduce the cost and enhancing product sales service, the revenue and profitability remained quite harsh.

As for the consolidated revenue in 2019, the parent company's net revenue was NT$151.6 billion, accounting for 48% of the consolidated revenue. Subsidiaries that contributed to the revenue included Formosa Industries Corporation in Ningbo, Formosa Industries Corporation in Vietnam, and Formosa Taffeta Co., Ltd., totaling

2

NT$163.9 billion, accounting for 52% of the consolidated revenue. It was the first time that these invested companies since their establishment had combined revenue greater than that of the parent company. Main contributors to the parent company's revenue are petrochemical and plastic products. Both combined had a net worth of NT$137.9 billion, accounting for 91% of the parent company's revenue. Among them, petrochemical products totaled NT$85.3 billion or 56.3% and plastic products NT$52.6 billion or 34.7% respectively.

Each product is summarized as follows:

Respective major products were operated in 2019 primarily to ensure total throughput and production under the premise of production safety and water and energy conservation as well as reduced consumption and emissions, among other improvements in circular economy, continued to be promoted. Meanwhile, AI smart production based on big data was greatly promoted to hopefully further realize steady production and reduce the cost.

For aromatic hydrocarbon, SM, and phenol, the first aromatic hydrocarbon plant, the SM plant in Haifong site, and the synthetic phenol plant completed multiple water and energy conservation improvements taking advantage of the annual inspection to effectively reduce energy consumption and enhance production efficiency. The abnormal equipment in the third aromatic hydrocarbon plant has been repaired and multiple energy saving and carbon reduction equipment improvements were completed at the same time to significantly bring down the consumption of steam. In 2020, after that the new built petrochemical production lines are commissioned in Hengli Group and Zhejiang Petrochemical Co., Ltd. in Mainland China, the increase in the supply will further exacerbate the competition. Faced with challenges brought about by the new situation, the Company's petrochemical plant will continue to optimize the process and promote application of big data in AI process management to accordingly enhance production performance in response to the drastic changes on the market.

3

In terms of PTA and PIA, as production lines are added and commissioned in Mainland China, the supply has increased and selling prices of products took a slide. Despite the construction of new production lines to be commissioned continued for downstream polyester in 2019, the stress brought about by supply surplus on the market could not be covered; profitability bore the brunt. The PTA plant of the Company in Ningbo, with its optimal quality and steady lead time, has been trusted by customers. In addition, the processing cost has been significantly reduced following process transformation in 2018. The operating stress appeared to be not as intense as that in Taiwan facilities. In 2020, the PTA and PIA plants in Taiwan will first satisfy the needs on the domestic market. For exports, besides Formosa Industries Corporation in Vietnam, more markets outside Mainland China will be explored. The utilization rate will be adjusted reflective of changing market intelligence in order to improve the sales. Meanwhile, processes in Taiwan facilities will continue to be optimized to bring down the processing cost.

As far as plastic products are concerned, the globe economic growth slowed down and oil prices fell in 2019; raw materials and plastic pellets had undesirable outlooks. Downstream customers were mainly rigid demand-oriented. Demand on the market was sluggish. The Company took advantage of the low inventories kept by downstream customers and phased inventory replenishments with orders placed by making efforts to expand sales. As a result, the sales of plastic pellets in 2019 grew by 1.5% compared to those in 2018. Looking into 2020, faced with the speedy expansion of plastic product throughput in Mainland China, the Company will increase the development of high-value and differentiated products by creating market segmentation and exploring areas outside Mainland China in response. The ratio of sales of PS special grade pellets in 2019 already reached 43.8% and will further rise to 45.6% in 2020. In terms of ABS products, the ratio of sales of ABS special grade pellets from Taiwan facilities throughout 2019 was 31.5% and the goal is to enhance it to 32.2% in 2020 where high-value special products will be prioritized. The sales of special grade pellets from the PABS plant in Ningbo, Mainland China accounted for 26.5% in 2019. As business

4

operation staff and technicians continue to promote application of the products, the sales will be smooth and are likely to continue with the growing streak. The goal is to enhance the ratio of sales to 28.1%.

In reference to PP products, the ratio of sales of special products in 2019 already reached 51.5%. To further maximize the market share, the goal is to have the product sales to grow by 10%. High-quality and high unit-price medical device materials and development towards high liquidity and light weight will continue to be promoted in order to enhance the value added of the products. As far as the PC products are

concerned, the sales of special products accounted for 24% in 2019 and the profitability accounted for 68%; profitability was optimal. In 2020, the Company will continue with the high-value strategy for the PC sector to proactively diversify the market, to extend the optimal reputation of the Company on the market, and to proactively go with the customers demand for production and distribution. The goal is to have a growth of 30% in the sales of special products.

As far as textiles and fiber products are concerned, impacted by undesirable factors, such as the price cut competition in the exportation of textile products from Mainland China and the imbalance between supply and demand, among others, Taiwan facilities and the overseas re-investment Formosa Industries Corporation in Vietnam saw reduced sales of yarn and rayon fibers. In order to enhance profitability, the production ratio of green textile and fiber products will be increased. The niche market for recycled environmentally friendly filament and color filament, among other differentiated products, will be developed. Combining the brand channel along with the production demand of customers in the downstream and the fashionable trend on the market, the production and distribution plan and production model are adequately adjusted to form a marketing system where the upstream, midstream, and downstream are integrated.

In terms of sustainable operation, the Company has been emphasizing co-existence and co-prosperity between environmental protection and social development. Besides the continued adoption of the best available control technology (BACT) that is improving

5

each year in terms of pollution prevention equipment, the Company was the first in the country to realize clean emissions and elimination of white smoke generated by its co-generation units. The emission quality is already comparable to that of a natural gas unit. Meanwhile, there is the real-time bulletin board set up outside each plant to facilitate supervision by residents in the neighborhood. In addition, in honor of the belief in circular economy, energy conservation and emission reduction were promoted to reduce carbon emissions and to make utilization of water resource sustainable, fulfilling the Company's corporate social responsibilities. In 2019, the AI technology was introduced to enhance energy conservation improvement efficiency. By 2019, the Company had invested accumulatively up to NT$12.2 billion in the promotion of energy conservation and emission reduction; 4,914 projects on improvements were completed, saving a total of 94,200 tons per day of water in total and steam of 1,006 tons per hour, electricity of 117 MWH; the benefits combined totaled NT$10.5 billion. In 2019, the PTA plant in Longde site received the Gold Medal of the ‘Energy-saving Signature Award’ from the Bureau of Energy, Ministry of Economic Affairs. The SM facility in Haifong site was awarded by the ‘Water Resources Agency’, Ministry of Economic Affairs for outstanding water conservation performance in the industrial division.

In light of the fact that the abnormalities having occurred at the third aromatic hydrocarbon plant in April 2019 were caused by undesirable equipment maintenance performance. Therefore, in August, the Company established its Sustainable Safety Mechanism Group to not only take charge of promoting environmental protection but also explore at depth blind spots in industry safety management and eliminate potential industrial safety risks. The improvement projects involving staff, equipment, and environmental safety as promoted in 2019 will be continued in 2020 to further fulfill the goal of safe production. In order to enhance reliability of equipment, the Company also collaborated with NACE anti-corrosion experts in creating the corrosion prevention mechanism. Meanwhile, releasing best examples of periodic PHA, JSA/SOP, MOC, and

6

false alarm accidents and consolidating educational training for contractors and employees, among others, were the highlights.

For sustainable corporate operation, besides sound production equipment and safe production planning as well as optimal operational performance, the most important is to continue expanding investments. The new 200-thousand-ton PIA and the expansion of the existing phenol plant from an annual production of 300 thousand tons to 400 thousand tons were started in Ningbo, China in 2019. In addition, the plastics department expanded three composite plants across the Taiwan Strait increases the annual production to 132 thousand tons. All of these new investments will be completed in 2020. Meanwhile, in 2020, the investment in the ABS plant in Ningbo, China to add 250 thousand tons of production and the PTA plant to add 1.5 million tons of products will be started at the same time in 2020. All the equipment upon establishment features the latest and further refined production technologies that are currently available. The hope is that the newly built PTA, PIA, Phenol, and ABS plants are unparalleled in the industry in terms of production performance, quality, and production safety. The petrochemical plant in Louisiana, USA, a joint venture with Formosa Petrochemical Corporation, was already approved during environmental impact assessment in the beginning of 2020 and construction will be initiated in full force. Hopefully, they can further strengthen the Company's operation once completed.

Business Plan for 2020

Looking into 2020, the Company still needs to deal with the operation dilemma. Besides the gradually and steadily commissioned new petrochemical production lines in Mainland China to result in comprehensively more supply than demand, the spread of the novel COVID-19 in January seriously impacted the market order in the first half of the year. In addition, the Comprehensive and Progressive Agreement for Trans-Pacific Partnership and the Regional Comprehensive Economic Partnership that will be signed this year will add to the unfair treatment Taiwan faces in more international free trade tariffs; Taiwan's industries will be in an inferior position while competing with its

7

counterparts. The China-US trade conflicts yet to remit, the unpromising short-term prospects of the global macroeconomics, the slowing economic growths in major countries in Europe and America, and the persistent harsh challenges facing the plastics and chemical industries, on the other hand, have given the Company no choice but cope with the changes on the market seriously. The Company will continue to live up to its belief in circular economy by reducing the production cost and increasing investments in developing high-value, differentiated, and green products on the niche market. Under the premise of safe production, quality of products made better, processes more stable and production efficiency higher. The sales service quality is reinforced and so are the quality and quantity of high-value products in order to decentralize the market and to avoid price competition on the market. Meanwhile, the Company proactively promotes AI smart production and maximizes the application of artificial intelligence in process improvement and equipment safety forecast and diagnosis. Efforts are continued in the development of new AI applications and enhancing process integration and process management efficiency.

8

II. Company Profile

2.1 Date of Incorporation: March 5, 1965

2.2 Company History

Due to geographical restrictions, Taiwan is short of natural resources. Over the past 30 years, the discarded branches and twigs from logging yard have been left in the rest to rot, wasting a valuable resource for production.

For this reason, the Changhwa Plant was established in March 1965. We utilized the wasted branches and hardwood to produce rayon staple fibre with initial production of 15,000 metric tons per year. There were 40,000 spindles of spinning machine and 510 sets of knitting machines. It was an integrated process plant.

In 1974, a nylon plant was established by continuously improving, the product capacity of nylon filament and rayon staple have increased at a jump-up pace. FCFC now includes the 1st, 2nd, 3rd Petrochemicals Division, Plastics Division, Textiles Division, Rayon Division, Nylon Division and Engineering Division. They are located in Changhwa ( 1965 ), Yilan ( 1973 ), Longde ( 1979 ), Xingang ( 1987 ) and Mai-Liao ( 2000 ). As part of the Sixth Naphtha Cracking Project and for the continuing growth of FCFC, the company stepped into the field of manufacturing petrochemicals.

In 1987, a PTA plant was established in Lungte with annual capacity of 2,000,000 metric tons nowadays. Both PS and ABS plants were established in 1991 and 1995 separately. The yearly production of PS pellets is 320,000 metric tons and that of ABS pellets is 410,000 metric tons, the PP plant, start up in 2000, with an annual capacity 510,000 metric tons. The major business of FCFC's now includes the sales and production of the integrated products from rayon and nylon and those of PTA, PS resin and ABS/ SAN resins. Environment protection has always been our company's first concern of all. Since the company was established in 1965, has been invested on 976 cases of inhibition measure. The total amount of investment will add up to NT$ 14,296,000 thousand on environment protection. For the purpose of business reengineering, the Rayon Division has been renamed to Rayon Project

9

Dept. based on downsizing scale since January 1,2020. Nylon Division II has been renamed Nylon Division, as well.

The major development phases are as follows:

Year Major Events 1964-1971 The Company prepared for establishing factory at Changhwa plant site in 1965, and got company registration documents to build plants on March 1965 with capital NT100 millions. The Company amended company laws and authorized to increase capital to NT300 millions with daily rayon capacity of 45 thousand tones and spin yarn capacity of 40 thousand spindles in 1967. Total spinning spindles increased to 80 thousand spindles after the 2[nd] spinning factory was built in 1969. A new detergent factory was built and daily rayon capacity was increased to 67.5 thousand tones in 1970. Total spinning spindles increased to 120 thousand spindles after the 3[rd] spinning factory was built on July, and the 4[th] spinning factory and a new cotton knitting factory were expanded by the end of 1971. 1972-1981 Building the 4[th] spinning factory which has 29,736 spindles was in project in Yilan and preparing for building new nylon filament factory which has daily capacity of 60 thousand tones, and new nylon textured yarn factory which has daily capacity of 30 thousand tones in 1973. The Company also expanded rayon production lines from 4 to 6 in the same year. In 1975 the Company applied to go public, and then withdrew the plan due to the market in regression in 1976. The Company increased capital by the same year net surplus to purchased equipment to produce products of nylon tire cord filaments and nylon tire cord filaments for industry use in 1978. The Company built rayon factory at Longde plant site by the same year net surplus in 1979. The 9[th] spinning factory which had capacity of 800 thousand spindles was built in 1980. The Company set up the 10[th] spinning factory which had capacity of 400 thousand spindles in 1981.

10

1982-1991 The Company expanded the 2[nd] rayon production line at Longde plant site in 1982. The Company increased capacity of 800 thousand spindles, and purchased equipment to produce nylon chips by the same year net surplus in 1986. The Company authorized to build PTA, CPL and Aromatic plants in 1987, and SM plant was in schedule in 1989. The net surplus came from profits in 1990 was to build PS plant, and issues oversea convertible bonds in 1990. The amount of capital exceeded NT10 billions in 1986. 1992-2001 The Company was accredited to build the 5[th] nylon plant in 1992, and prepared for building ABS plant in 1994. The amount of capital exceeded NT20 billions in 1994. The 6[th] nylon plant and DMF plant were scheduled in 1996. The Company was accredited to expand the 2[nd] PTA plant and set up new HAC and PP plants. The amount of capital exceeded NT30 billions in 1998. The 2[nd] PS production line was scheduled in 1990. The Company was authorized to expanded ABS capacity, and set up a new PC plant in 2001.

2002-2011 The Company increased 2[nd] PC production line and the amount of capital exceeded NT40 billions in 2002. The same year net surplus was made use of the 3[rd] PP production line which had capacity of 160 thousand tons and debottlenecking capacity of the 1[st] and 2[nd] Aromatic plants and Phenol plant in 2003. The 3[rd] Aromatic plant and SM plant were in schedule in 2004. The assets of detergent division was divided from the Company and transferred to Formosa Biomedical Technology Corporation in 2004. The 3[rd] PC production line was authorized to investment and the capital amount exceeded NT50 billions in 2005. The Company invested in PIA production line in 2006. The Company was accredited to set up a new MX plant and expand capacity of SM and Benzene productions in 2009. 2003-2019 The Company replaced supervisors with audit committee in 2015. The current amount of capital is NT58.6 billion.

11

III. Corporate Governanc
3.1 Organization
3.1.1 Organization Chart
III. Corporate Governanc
3.1 Organization
3.1.1 Organization Chart
III. Corporate Governanc
3.1 Organization
3.1.1 Organization Chart
III. Corporate Governanc
3.1 Organization
3.1.1 Organization Chart
III. Corporate Governanc
3.1 Organization
3.1.1 Organization Chart
III. Corporate Governanc
3.1 Organization
3.1.1 Organization Chart
e Report e Report e Report e Report e Report Internal Auditing Office Internal Auditing Office Shareholders Shareholders Shareholders Shareholders Remuneration
Committees
President'sOffice
AuditCommittees
Remuneration
Committees
President'sOffice
AuditCommittees
Board
Internal Auditing Office
Chairman
Vice Chairman
President
President'sOffice
Manage
Administration
Division
Engineering & Utility
Segment
Plastics & Textile
Segment
Petrochemicals
Segment






Manage
Sustainable
Safety
Mechanism
Dept.
Overseas
Planning
Dept.
Engineering &
Utility Division
Nylon Division Rayon Project
Dept.
Plastics
Division
3rd
Petrochemicals
Division
2nd
Petrochemicals
Division
1st
Petrochemica
ls Division

Manage







Manage


Chia Yi Administration Division
R&D Center
Ilan Administration Division
Chang Hwa Administration Division
Accounting Dept.
Mailliaog Warehousing & Shipping Dept.
~~C~~hang Hwa Warehousing & Shipping Dept.
Sustainable Safety Mechanism Division
Safety Health & Environment Dept.

Construction Design Dept.
Overseas Planning Division
Dept.
Automated Control Dept.
Engineering
Dept.
Power plant of Ningbo, Nhon Trach
Design
Electro Design Dept .I, II
Construction Engineering Dept.
Engineering Unit of Ha Tinh
Power II Dept.
Engineering Unit of Xingang,Mailiao
Engineering Unit of Ningbo, Nhon Trach
Machine Design Dept. I, II
Engineering project Dept.
Power plant of Chang Hua, Long De
Filament-V、VI plant
Power I Dept.
ment Office
Sales Dept.
Filament-III plant
Nylon plant Rayon-II plant, Long De
Sales Dept.
ment Office
ment Office
Textile plant, Xingang
ment Office
Sales Dept.
Sales Dept.
PABS plant, Xingang
ment Office
ABS Composite material plant, Xingang
PABS plant, Mailiao
PC plant
PP plant
PTA plant, Long De
PTA plant, Mailiao
Sales Dept.
ment Office SM-I, III plant
Pheonl plant
Sales Dept.
ment Office
ment Office
AROMA-I, II, III plant
Sales Dept.

III. Corporate Governance Report

3.1 Organization

3.1.1 Organization Chart

12

3.1.2 Major Corporate Functions

Department Functions
1st Petrochemical Division Responsaible for products of Benze, Toluene, Para-xylene,Ortho-xylene
and Meta-xylene production and sale
2nd Petrochemical Division Responsaible for products of Styrene monomer, Phenol and Aceton
production and sale
3rd Petrochemical Division Responsaible for products of Pure terephthalic acid and Purified isopropyl
alcohol production and sale
Plastics Division Responsaible for products of ABS, PS, PP and PC production and sale
Textile Division Responsaible for products of Blended spun yarn, Viscose rayon spun yarn
and Synthetic yarn manufacturing and sale
Rayon Project Dept. Rayon Fibres manufacturing and sale
Nylon Division Responsaible for products of Nylon chips, Nylon filament, Nylon draw
textured yarn
Engineering and Utility Division Responsaible for products of public utilities production and sale;also
responsaible for design and planning to manufactur producture
Overseas Planning Department Responsible for overseas investment planning
Sustainable Safety Mechanism
Department
Responsible for prosennel safety and hygiene job tranning affirs
Administration Department Planning and execution of general affairs, factory affairs, and information
systems
Accounting Department Journalizing accounting and filing tax return affirs; compiling financial
statements
Transportation & Warehousing
Department
Responsible for products transportation and storage affairs

13

3.2 Directors, Supervisors and Management Team

3.2.1 Directors and Supervisors

3.2.1 Directors and Supervisors 3.2.1 Directors and Supervisors 3.2.1 Directors and Supervisors 3.2.1 Directors and Supervisors 3.2.1 Directors and Supervisors 3.2.1 Directors and Supervisors 3.2.1 Directors and Supervisors
As of April 10,2020
Title Nationality/
Place of
Incorporation
(Notes 1)
Name Gender Date
Elected
Term
(Years)
Date First
Exected
(Notes 2)
Shareholding
when Elected
Current Shareholding Spouse and Minor
Shareholding
Shareholding
by Nominee
Arrangement
Experience
(Education)
(Notes 3)
Other Position Executives, Directors or
Supervisors Who are
Spouses or within Two
Degrees of Kinship
(Notes 4)
Shares % Shares % Shares % Shares % Title Name Relation
Chairman R.O.C. Wen Yuan
Wong
M June 15,
2018
3 June 15,
1991
129,198,084 2.20 129,198,084 2.20 92,079 0 0 MA, Univ.of
Houston
Chairman, Chinese
National Federation
of Industries
Managing
director
Wang,
Weng
Tsao
Two
Degrees
of
Kinship
None
Managing
director
R.O.C. Hong,
Fu Yuan
M June 15,
2018
3 May 12,
1988
272,804 272,804 1,107 0 0 BA, Natl.
Taiwan
Univ.
Chairman, Formosa
Chem. Ind. (Ningbo)
Ltd.,
None None None
Managing
director
R.O.C. Wang,
Weng Tsao
M June 15,
2018
3 June 15,
2012
16,867,218 0.29 16,867,218 0.29 66,080,446 1.13 0 0 BA, Univ.
College
London
Chairman, Formosa
Plastic Marine Corp.
Chairman Wen
Yuan
Wong
Two
Degrees
of
Kinship
Managing
director
R.O.C. Nan Ya
Plastic Corp.
Wang,
Ruey Yu-
Juridical
person
representativ
F June 15,
2018
3 May 16,
2006
140,519,648 2.40 140,519,648 2.40 0 0 0 0 MA, Natl.
Taiwan
Univ.
Chairman, Formosa
Biomedical
Technology Corp.
Director Wang,
Walter
Two
Degrees
of
Kinship
18,627,185 0.32 18,627,185 0.32
Managing
director-
independent
director
R.O.C. Chen,
Ruey Long
M June 15,
2018
3 June 15,
2012
0 0 0 0 0 0 0 0 BA, Natl.
Chung
Hsing Univ.
Chairman,China
Petrochemical
Development Corp.
Chairman,
SINOCON Industrial
Standards
Foundation
None None None
Independent
director
R.O.C. Huang,
Hui Chen
M June 15,
2018
3 June 15,
2018
0 0 0 0 0 0 0 0 BA, Natl.
Chengchi
Univ.
Chairman, Taiwan
Research Institute
None None None
Independent
director
R.O.C. Chien,
Tai Lang
M June 15,
2018
3 June 15,
2018
0 0 0 0 0 0 0 0 BA, Natl.
Chung
HsingUniv.
Indep. Director,
Taiwan Fructose
Co.,LTD
None None None
Director R.O.C. Formosa
Petrochemic
al Corp.
Wang,
Walter-
juridical
person
representativ
M June 15,
2018
3 June 19,
2009
48,567,575 0.83 48,567,575 0.83 423,313 0.01 0 0 BA, Univ. of
California,
Berkeley
President and CEO,
J-M Manufacturing
Co., Inc.
Managing
director
Wang,
Ruey
Yu
Two
Degrees
of
Kinship
26,775,955 0.46 26,775,955 0.46

14

Title Nationality/
(Notes 1)
Place of
Incorporation
Name Gender Date
Elected
Term
(Years)
Date First
Exected
(Notes 2)
Shareholding
when Elected
Shareholding
when Elected
Current Shareholding Current Shareholding Spouse and Minor
Shareholding
Spouse and Minor
Shareholding
Shareholding
by Nominee
Arrangement
Shareholding
by Nominee
Arrangement
Experience
(Education)
(Notes 3)
Other Position Executives, Directors or
Supervisors Who are
Spouses or within Two
Degrees of Kinship
Executives, Directors or
Supervisors Who are
Spouses or within Two
Degrees of Kinship
Executives, Directors or
Supervisors Who are
Spouses or within Two
Degrees of Kinship
(Notes 4)
Shares % Shares % Shares % Shares % Title Name Relation
Director R.O.C. Lu,
Wen Chin
M June 15,
2018
3 June 16,
2015
3,236 3,236 0 0 0 BA, Tatung
Univ.
President of FCFC None None None None
Director R.O.C. Fang,
Ing Dar
M June 15,
2018
3 June 15,
2012
73 73 0 0 0 0 BA, Chinese
Culture Univ.
Executive Vice
President of FCFC
None None None
Director R.O.C. Lee,
Ching Fen
M June 15,
2018
3 June 15,
2018
0 0 0 0 1 0 0 BA, Tamkang
Univ.
Senior Vice
President of FCFC
None None None
Director R.O.C. Chang,
Tsung
Yuan
M June 15,
2018
3 June 15,
2018
0 0 0 0 5,239 0 0 0 Assoc. D.,
Natl. Taipei
Univ. of
Technology
Senior Vice
President of FCFC
None None None
Director R.O.C. Chien,
Wei Keng
M June 15,
2018
3 June 15,
2018
0 0 0 0 0 0 0 0 BA, Natl.
Cheng Kung
Univ.
Vice President of
FCFC
None None None
Director R.O.C. Huang,
Dong
Terng
M June 15,
2018
3 May 10,
2000
34,410 27,410 0 0 0 0 Assoc. D.,
Natl. Taipei
Univ. of
Technology
None None None None
Director R.O.C. Pan,
Chin Hua
M June 15,
2018
3 June 15,
2018
0 0 0 0 0 0 0 BA, Natl.
Taiwan Ocean
Univ.
None None None None

Note 1:Disclose the names of institutional shareholders and its directors represent of, respectively, and fill in following Table 1. Note 2:Fill in the date first elected as directors. If there is any interruption, it should be noted.

Note 3:The work experiences of anyone above relating to their current roles, e.g. previous employment in the CPA firm or employment in an affiliated company, must be addressed with detailed job titles and responsibilities.

Note 4:Where the chairperson and president or equivalent position (highest level executive officer) is the same person, the spouse, or a first-degree relative, provide information on the reason ,reasonableness, necessity, and future improvement measures (such as increasing the number of independent director seats and more than half of all directors not concurrently serving as employees or executive officers):

Note 5:-’stands for shareholding ratio less than 0.01%.

April 10, 2020

15

Major shareholders of the institutional shareholders

April 22,2020 April 22,2020
Name of Institutional Shareholders Major Shareholders Percentage
Nan Yan Plastics Corporation ChangGungMedical Foundation 11.05
Formosa Plastic Corporation 9.88
Formosa Chemicals & Fibre Corporation 5.21
ChangGungUniversity 4.00
Vanson International Investment Corporation 2.39
Formosa Petrochemical Corporation 2.26
Chindwell International Investment Corporation 1.86
Standard Chartered Bank (Taiwan) Ltd. in custody for LGT Bank
(Singapore)
1.56
Citibank Taiwan Limitedincustodyfor Macro SystemCorp. 1.38
JPMorgan Chase Bank N.A., Taipei Branch in custody for
Vanguard Total International Stock Index Fund, a series of
Vanguard Star Funds
1.25
Formosa Petrochemical
Corporation
Formosa Plastic Corporation 28.56
Formosa Chemicals & Fibre Corporation 24.15
Nan Yan Plastics Corporation 23.11
ChangGungMedical Foundation 5.79
Formosa Taffeta Co.,LTD. 3.83
Standard Chartered Bank (Taiwan) Ltd.in custody for Genesis
EquityGroupInc.
0.60
Chunghwa Post Co.,LTD. 0.52
HSBC Bank (Taiwan) Limited in custody for Power Unlimited
Corporation
0.51
Standard Chartered Bank (Taiwan) Ltd. in custody for Central
Capital Management Inc.
0.49
HSBC Bank (Taiwan) Limited in custody for Pacific Light and
Power Corporation
0.48

Note 1 : Disclose the names of institutional shareholders that the directors represent of.

Note 2 : Disclose the names and ownership interests of major shareholders (top-10 in terms of shareholding percentage) for each listed institutional shareholders. Table 2 below is used if the major shareholder is also an institutional shareholders.

16

Major shareholders of the Company's major institutional shareholders

Name of Institutional Shareholders Major Shareholders Percentage
Formosa Plastic Corporation ChangGungMedical Foundation 9.44
Formosa Chemicals & Fibre Corporation 7.65
Standard Chartered Bank (Taiwan) Ltd.in custody
for Credit Suisse AG- Credit Suisse Singapore
Branch
6.26
Nan Ya Plastic Corporation 4.63
Chindwell International Investment Corporation 4.16
Vanson International Investment Corporation 3.05
Formosa Petrochemical Corporation 2.07
Citibank Taiwan Limited in custody for Funds of
Government of Singapore
1.46

MingChi Univ. of Technology
1.43
Nan Shan Life Insurance 1.40
Formosa Taffeta Co., LTD. Formosa Chemicals & Fibre Corporation 37.40
ChangGungMedical Foundation 5.79
Yu Yuan Textile Co.,Ltd. 2.55
Lai,Mine Hsiung 2.43
ChangGungUniversity 2.20
Chang Gung University of Science and
Techonolgy
2.13
MingChi Univ. of Technology 1.87
Taiwan Life Insurance 1.59
CathayLife Insurance 1.53
Asia Pacific Investment Corporation Ltd. 1.43
Chindwell International Investment Corporation Everred Corporate,Inc. 100
Vanson International Investment Corporation Landmark Capital Holdings Inc. 100
CathayLife Insurance CathayFinancial Holdings 100
HSBC Bank (Taiwan) Limited in custody for
Pacific Light and Power Corporation
Investment Account

HSBC Bank (Taiwan) Limited in custody for
Power Unlimited Corporation
Investment Account

Standard
Chartered
Bank
(Taiwan)
Ltd.
in
custody for Central Capital Management Inc.
Investment Account

Standard Chartered Bank (Taiwan) Ltd.in custody
for Genesis Equity Group Inc.
Investment Account

Standard
Chartered
Bank
(Taiwan)
Ltd.
in
custodyfor LGT Bank(Singapore)Ltd,.
Investment Account
Citibank Taiwan Limited in custody for Macro
System Corp.
Investment Account
JPMorgan Chase Bank N.A., Taipei Branch in
custody for Vanguard Total International Stock
Index Fund, a series of Vanguard Star Funds
Investment Account
Chunghwa Post Co., LTD. Ministry of Transportation and Communications,
R.O.C.
100
ChangGungMedical Foundation Privatelyheld foundation
ChangGungUniversity Privatelyheld foundation

Note 1 : Where major shareholders listed in Table 1 above are institutional shareholders, the names of the institutional shareholders are displayed.

Note 2 : Disclose the names and ownership interests of major shareholders (top-10 in terms of shareholding percentage) for each listed institutional shareholders.

17

Professional qualifications and independence analysis of directors and supervisors

December 31, 2020

Criteria
Name
Meet One of the Following Professional Qualification Requirements, Together
with at Least Five Years Work Experience
Meet One of the Following Professional Qualification Requirements, Together
with at Least Five Years Work Experience
Meet One of the Following Professional Qualification Requirements, Together
with at Least Five Years Work Experience
Independence Criteria(Note) Independence Criteria(Note) Independence Criteria(Note) Independence Criteria(Note) Independence Criteria(Note) Independence Criteria(Note) Independence Criteria(Note) Independence Criteria(Note) Independence Criteria(Note) Independence Criteria(Note) Independence Criteria(Note) Independence Criteria(Note) Number of
Other Public
Companies in
Which the
Individual is
Concurrently
Serving as an
Independent
Director
An Instructor or Higher
Position in a Department of
Commerce, Law, Finance,
Accounting, or Other
Academic Department Related
to the Business Needs of the
Company in a Public or
Private Junior College,
College or University
A Judge, Public Prosecutor,
Attorney, Certified Public
Accountant, or Other
Professional or Technical
Specialist Who has Passed a
National Examination and
been Awarded a Certificate
in a Profession Necessary for
the Business of the Company

Have Work
Experience in the
Areas of Commerce,
Law, Finance, or
Accounting, or
Otherwise Necessary
for the Business of
the Company

1
2 3 4 5 6 7 8 9 10 11 12
Wen Yuan Wong 0
Hong, Fu Yuan 0
Wang, Weng Tsao 0
Wang,RueyYu 0
Independent Director
Chen,RueyLong
2
Independent Director
Huang,Hui Chen
0
Independent Director
Chien,Tai Lang
2
Wang, Walter 0
Lu, Wen Chin 0
Fang, IngDar 0
Lee, Ching Fen 0

18

Chang, TsungYuan 0
Chien, Wei Keng 0
Huang, DongTerng 0
Pan, Chin Hua 0

~~Note: Please tick the corresponding boxes that apply to the directors or supervisors during the two years prior to being elected or during the term~~ of office.

  1. Not an employee of the Company or any of its affiliates

  2. Not a director or supervisor of the Company or any of its affiliates (not applicable in cases where the person is an independent director of the

  3. Company, its parent company, subsidiary, or the subsidiary of the same parent company in accordance with the Act or with local laws).

  4. Not a natural-person shareholder who holds shares, together with those held by the person's spouse, minor children, or held by the person under others' names, in an aggregate amount of one percent or more of the total number of issued shares of the company or ranks as one of its top ten shareholders.

  5. Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship of a manager in (1) or

  6. personnel in (2) and (3).

  7. Not a director, supervisor, or employee of a corporate shareholder that directly holds 5% or more of the Company's outstanding shares, a top five shareholder, or appointed as the Company's director or supervisor in accordance with Article 27, Paragraph 1 or 2 of the Company Act (not applicable in cases where the person is an independent director of the Company, its parent company, subsidiary, or the subsidiary of the same parent company in accordance with the Act or with local laws)

  8. Not a director, supervisor or employees of other companies controlled by the same person had shares over half of the company's director seats or voting rights. (It does not apply in cases where the person is also an Independent Director of the company or its parent company, subsidiary or the subsidiaries of the same parent company are set up according to this Act or local country ordinances).

  9. Not a director, supervisor or employees of other companies or institutions whom or his/her spouse is also the chairman, general manager or employee of equivalent position in the company. (It does not apply in cases where the person is also an Independent Director of the company or its parent company, subsidiary or the subsidiaries of the same parent company are set up according to this Act or local country ordinances).

  10. Not a director, supervisor, officer, or shareholder holding 5% or more of the shares of a specified company or institution that has financial or business relations with the Company. (This does not apply, in the cases where a specific company or institution held more than 20% of the total issued shares of the company, but less than 50%, and also served as an Independent Director of the company or its parent company, subsidiary or the subsidiaries of the same parent company are set up according to this Act or local country ordinances).

  11. Not a professional individual who, or an owner, partner, director, supervisor, or manager of a sole proprietorship, partnership, company, or institution that audited or provided commercial, legal, financial, or accounting services for total compensation not exceeding NT$500,000 in the most recent two years to the company or to any affiliate of the company, or a spouse thereof. This does not apply to members of the

Remuneration Committee, Public Tender Offer Review Committee, or Merger and Acquisition Special Committee performing duties in

accordance with the Securities and Exchange Act or laws and regulations related to mergers and acquisitions.

  1. Not having a marital relationship, or a relative within the second degree of kinship to any other director of the Company.

  2. Not been a person of any conditions defined in Article 30 of the Company Law.

  3. Not a governmental, juridical person or its representative as defined in Article 27 of the Company Law.

19

2 Diversified policy of board of directors

Board of directors of the Company is composed of fifteen directors. There are three independent directors rated 20% of all, and one of directors is female rated 6.7% of all, and the rest of directors are worker directors rated 73.3% of all. Directors are all qualified at excellent organization leadership, great management experiences and global business perceptions etc., to provide prompt managerial advices on business operation. The capabilities of individual experiences are listed as follow.

Name Nationality Gender Background of management and strategical capability Background of management and strategical capability Background of management and strategical capability Background of management and strategical capability Background of management and strategical capability Background of management and strategical capability
Management Leadership Industrial
knowledge
Global
perception
Financial
analysis
Legal
background
Wen Yuan Wong R.O.C male v v v v
Hong, Fu Yuan R.O.C male v v v v
Wang, WengTsao R.O.C male v v v v
Representive of Nan Ya Corporation
Wang, RueyYu
R.O.C male v v v v v
Independent director
Chen, Ruey Long
R.O.C female v v v v v
Independent director
Huang, Hui Chen
R.O.C male v v v v v
Independent director
Chien, Tai Lang
R.O.C male v v v v v v
Representive of Formosa
Petrochemical Corporation
Wang, Walter
R.O.C male v v v v
Lu, Wen Chin R.O.C male v v v v
Fang, Ing Dar R.O.C male v v v v
Lee, Ching Fen R.O.C male v v v v
Chang,Tsung Yuan R.O.C male v v v v
Chien, Wei Keng R.O.C male v v v v
Huang, Dong Terng R.O.C male v v v v
Pan,Chin Hua R.O.C male v v v v

20

3.2.2 Management Team

Title
(Note 1)
National
ity/
Country
of
Origin
Name Gender
Date
Effective
Shareholding Shareholding
Spouse & Minor
Shareholding

Spouse & Minor
Shareholding

Shareholding
by Nominee
Arrangement

Shareholding
by Nominee
Arrangement


Experience
(Education)
(Note 2)
Other Position Managers who are
Spouses or Within Two
Degrees of Kinship
Managers who are
Spouses or Within Two
Degrees of Kinship
Managers who are
Spouses or Within Two
Degrees of Kinship

(Note 3)
Shares Shares Shares Title Name Relation
President R.O.C. Lu,
Wen
Chin
Male June 15,
2018
3,236 0
0

0

0
BA, Tatung
Univ.
President of
Formosa
Chem. Ind.
(Ningbo)Ltd.,
None None None None
Executive
Vice
President
R.O.C. Fang,
Ing Dar
Male January 1,
2017
73 0
0

0

0
BA, Chinese
Culture Univ.
Director of FG
INC
None None None None
Senior Vive
President
R.O.C. Chen,
Chih
Hsiung
Male January 1,
2017
4,141 1,822 0
0

Assoc. D.,
Natl. Taipei
Univ. of
Technology
None None None None None
Senior Vive
President
R.O.C. Lee,
Ching
Fen
Male June 16,
2017
0
0

1

0
0
BA. Tam Kang
Univ.

Director of
Formosa Chem.
Ind. (Ningbo)
Ltd.,
None None None None
Senior Vive
President
R.O.C. Chang,
Tsung
Yuan
Male August 1,
2019
0
0

5,239

0

0

0

BA. Natl.
Taiwan Ocean
Univ.
Director of
Formosa Chem.
Ind. (Ningbo)
Ltd.
None None None None
Vice
President
R.O.C. Chien,
Wei
Keng
Male March 17,
2017
0
0

0

0

0

0

MA. Natl.
Cheng Kung
Univ.
Director of
Formosa Chem.
Ind. (Ningbo)
Ltd.
None None None None

21

Vice
President
R.O.C. Huang,
Kuo
Hsien
Male August 1,
2019
0
0

0

0
0
BA. Tung Hai
Univ
Director of
Formosa Chem.
Ind. (Ningbo)
Ltd.
None None None None
Vice
President
R.O.C. Su,
Chun
Hsiung
Male June 16,
2017
359 0
0
0 0 Assoc. D.,
Ming Chi
Univ. of
Technology
None None None None None
Vice
President
R.O.C. Huang,
Tien
Chung
Male August 1,
2015
1,712 20,412
0
0

BA. Chung
Yuan Christian
Univ.
None None None None None
Vice
President
R.O.C. Ke,
Pai
Rong
Male August 1,
2015
0 0 0
0

0

0

Assoc. D.,
Natl. Taipei
Univ. of
Technology
Director of Tah
Shih Spinning
Co., Ltd.
None None None None
Assit. Vice
President
R.O.C. Lee,
Chun
Chieh
Male August 1,
2019
0 0 0
0

0

0

Assoc. D.,
Ming Chi
Univ. of
Technology
None None None None None
Assit. Vice
President
R.O.C. Lin,
Chi
Huang
Male July 1,
2017
0 0 0
0

0

0

BA. Chung
Yuan Christian
Univ.
None None None None None
Assit. Vice
President
R.O.C. Chen,
Yung
Lung
Male July 16,
2018.
0 0 0
0

0

0

BA. Natl.
Cheng Kung
Univ.
None None None None None
Financial
Controller
R.O.C. Chuang,
Tsan
Chang
Male November 4,
2016
0 0 0
0

0

0
MA. Chang
Gung Univ.
None None None None None

22

==> picture [746 x 91] intentionally omitted <==

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

Accounting Supervisor of
Formosa
Supervisor
Liu,
July 1, - - Synthetic
& Corporate R.O.C. Chia Male 487 10,802 0 0 [Chinese ] None None None None
2013 Culture Univ. Rubber
Governance Ju (Ningbo) Corp.
Officer Ltd.,
----- End of picture text -----

  • Note 1:Include background information of the President, Vice Presidents, Assistant Vice Presidents, heads of various departments and branches, and anyone of equivalent authority to the above, regardless of their job titles.

  • Note 2:The work experiences of anyone above relating to their current roles, e.g. previous employment in the CPA firm or employment in an affiliated company, must be addressed with detailed job titles and responsibilities.

  • Note 3:Where the chairperson and president or equivalent position (highest level executive officer) is the same person, the spouse, or a first-degree relative, the reason, reasonableness, necessity, and response measures (such as increasing the number of independent director seats and more than half of all directors not concurrently serving as employees or executive officers) must be disclosed: None

Note 4:-’stands for shareholding ratio less than 0.01%.

Note 5:The above disclosures are for those who manage affairs and sign rights for the company

As of April 10, 2020

23

3.2.3 Remuneration of Directors, Supervisors, President, and Vice President

Remuneration of Directors

December 31, 2019 December 31, 2019 December 31, 2019 December 31, 2019 December 31, 2019 December 31, 2019 December 31, 2019 December 31, 2019 December 31, 2019 December 31, 2019 December 31, 2019
Title Name Remuneration Ratio of Total
Remuneration
(A+B+C+D) to
Net Income (%)
(Note 10)
Relevant Remuneration Received by Directors Who are Also
Employees
Ratio of Total
Compensation
Compensation
Paid to
Directors from
an Invested
Company Other
than the
Company’s
Subsidiary or
the parent
company
(Note 11)

Base Compensation
(A)(Note 2)
Severance Pay (B) Bonus to
Directors(C)
(Note 3)
Allowances (D)
(Note 4)
Salary, Bonuses, and
Allowances (E)
(Note 5)
Severance Pay
(F)
Profit Sharing-
Employee Bonus (G)
(Note 6)
(A+B+C+D+E+F+G)
to Net Income (%)
(Note 10)
The
company
Companies
in the
consolidated
financial
statements
(Note 7)


The
company

Companies
in the
consolidated
financial
statements
(Note 7)

The
company

Companies
in the
consolidated
financial
statements
(Note 7)

The
company

Companies
in the
consolidated
financial
statements
(Note 7)

The
company

Companies
in the
consolidate
d financial
statements
(Note 7)

The
company

Companies in
the
consolidated
financial
statements
(Note 7)
The
compa
ny
Companies
in the
consolidate
d financial
statements
(Note 7)

The
company
Companies in
the
consolidated
financial
statements
(Note 7)

The
company
Companies
in the
consolidate
d financial
statements
(Note 7)
Cash Stock Cash Stock
Chairman Wen Yuan
Wong
37,437

37,437 0 0 0 0 17~~0~~
30~~0~~
0.12~~7~~ 0.12~~7~~ 72,940 73,00~~0~~ 795 795 405 0 40~~5~~ 0 0.376 0.37~~7~~ 18,691
Vice
Chairman
Hong,
Fu Yuan
Managing
Director
Wang,
Weng Tsao
Managing
Director
Wang,
Ruey Yu
Director Wang,
Walter
Director Lu,
Wen Chin
Director Fang,
Ing Dar
Director Lee,
Ching Fen
Director Chang,
Tsung Yuan
Director Chien,
Wei Keng
Director Huang,
Dong Terng
Director
Pan,
Chin Hua
~~Independent~~
Managing
Director

Chen,
Ruey Long
5,400 5,400
0
0 0 0
390

390
0.019 0.019 0 0 0 0 0 0 0 0 0.019 0.019 0
~~Independent~~
Director

~~Huang,~~
Hui Chen
Independent
Director

Chien,
Tai Lang

24

  1. Please describe the policies, system, standards and structure of independent directors' remuneration, and describe all the correlations with remuneration according to the responsibilities, risks, and time spent :

The Company does not provide directors' compensation. The independent directors' remuneration is based on a fixed payment. The main consideration is to maintain their independence and facilitate the supervision function. The Company paid the independent directors with NT$1.8 million remuneration and gave transportation allowance with NT$10,000 for each attendance of Board meeting. In order to enable independent directors to exercise their functions and powers fully, The Company has insured directors' liability insurance for independent directors and the pressure on directors' work has been alleviated. The Company has also formulated the Company’s “Rules Governing the Scope of Powers of Independent Directors”, in order to implement the integrity of the Company's business operations, the independent directors review the internal audit report every month, and regularly communicate with internal audit officer and CPAs against internal control and financial statements issues. The attendance of independent directors is in detailed in Board of Directors’ meeting, audit committees meeting and remuneration committees.

  1. Other than as disclosed in the above table, the remuneration earned by Directors providing services (e.g. providing consulting services as a non-employee) to the Company and all consolidated entities in the latest fiscal year : None.

25

Range of Remuneration Name of Directors Name of Directors Name of Directors Name of Directors
Total of(A+B+C+D) Total of(A+B+C+D+E+F+G)
The company(Note 8) ~~Companies in the~~
consolidated financial
statements (Note 9)H
The company(Note 8) ~~Companies in the~~
consolidated financial
statements(Note 9)I
Under NT$ 1,000,000 Wang, Weng Tsao、
Wang, Ruey Yu、
Wang, Walter、
Lu, Wen Chin、
Huang, Dong Terng、
Fang, Ing Dar、
Lee, Ching Fen、
Chang, Tsung Yuan、
Chien, Wei Keng、
Pan, Chin Hua、
Nan Ya Plastic Corp.、
Formosa Petrochemical
Corp.

Wang, Weng Tsao、
Wang, Ruey Yu、
Wang, Walter、
Lu, Wen Chin、
Huang, Dong Terng、
Fang, Ing Dar、
Lee, Ching Fen、
Chang, Tsung Yuan、
Chien, Wei Keng、
Pan, Chin Hua、
Nan Ya Plastic Corp.、
Formosa Petrochemical
Corp.

Wang, Weng Tsao、
Wang, Walter、
Nan Ya Plastic Corp.、
Formosa
Petrochemical Corp.
Wang, Walter、
Nan Ya Plastic Corp.、
Formosa
Petrochemical Corp.
NT$1,000,000 (inclusive) to NT$2,000,000(exclusive) Chen, Ruey Long、
Huang, Hui Chen、
Chien, Tai Lang、
Chen, Ruey Long、
Huang, Hui Chen、
Chien, Tai Lang、
Chen, Ruey Long、
Huang, Hui Chen、
Chien, Tai Lang、
Chen, Ruey Long、
Huang, Hui Chen、
Chien, Tai Lang、
NT$2,000,000(inclusive)to NT$3,500,000(exclusive)
NT$3,500,000 (inclusive)toNT$5,000,000(exclusive)
NT$5,000,000 (inclusive) to NT$10,000,000(exclusive) Fang, Ing Dar、
Lee, Ching Fen、
Chang, Tsung Yuan、
Chien, Wei Keng、
Pan, Chin Hua
Fang, Ing Dar、
Lee, Ching Fen、
Chang, Tsung Yuan、
Chien, Wei Keng、
Pan, Chin Hua
NT$10,000,000 (inclusive) to NT$15,000,000(exclusive) Lu, Wen Chin、
Huang, Dong Terng
Lu, Wen Chin、
Huang, Dong Terng
NT$15,000,000 (inclusive) to NT$30,000,000(exclusive) Wen Yuan Wong、
Hong, Fu Yuan
Wen Yuan Wong、
Hong, Fu Yuan
Wen Yuan Wong、
Hong, Fu Yuan、
Wang, Ruey Yu
Wen Yuan Wong、
Hong, Fu Yuan、
Wang, Weng Tsao、
Wang, Ruey Yu
NT$30,000,000(inclusive)to NT$50,000,000(exclusive)
NT$50,000,000 (inclusive)toNT$100,000,000(exclusive)
Over NT$100,000,000
Total 17 17 17 17

26

  • Note 1: The names of the directors shall be separately listed (for legal person shareholders, the names of legal person shareholders and representatives shall be listed separately),directors and independent directors shall be separately listed, and the amount of each payment shall be disclosed on an aggregate basis. If the director is also the president or senior vice president, this table and the remuneration table for president and senior vice president shall be filled out.

  • Note 2: Refers to the remuneration to directors (including directors' salaries, duty allowances, severance pay, various bonuses and incentives,

  • etc.) in the most recent year.

  • Note 3: Refers to the amount of remuneration to directors as approved by the Board of Directors for the most recent fiscal year.

  • Note 4: Refers to the relevant business expenses of directors (including travel expenses, special disbursements, allowances, accommodation, company car, and other physical items) for the most recent year. Where housing, cars, other means of transportation, or expenditures exclusively for individuals are offered, the nature and costs of the offered assets, the actual rent or fair market rent, fuel expenses, and other benefits shall be disclosed. In addition, where a driver is provided, please provide an explanation in the notes on the compensation paid to the driver by the Company, but not including the remuneration.

  • Note 5: All pays to the director who is also an employee of the Company (including the position of president, vice president, other executive officer and staff), including salary, additional pay, severance pay, bonuses, rewards, transportation allowance, special allowance, stipends, dormitory, and car for the most recent year . Where housing ,cars, other means of transportation, or expenditures exclusively for individuals are offered, the nature and costs of the offered assets, the actual rent or fair market rent, fuel expenses, and other benefits shall be disclosed. In addition, where a driver is provided, please provide an explanation in the notes on the compensation paid to the driver by the Company, but not including the remuneration. Furthermore, the salaries recognized in accordance with IFRS 2

  • "Share-based Payment," including the share subscription warrants issued to employees, new restricted stock award shares issued to employees, and employee stock options at cash capital increase, shall be calculated as remuneration.

  • Note 6: Refers to the employees' compensation (including stocks and cash) received by a director who is also an employee (including the position held concurrently as president, vice President , other executive officers, or an employee) for the most recent year compensations of and the proposed amount to be distributed this year is tentatively estimated based on the calculation principle of last year's actual

  • distribution.

  • Note 7: The total pay to the directors from all companies in the consolidated statements (including the Company).

  • Note 8: Refers to the total remuneration paid to each director by the Company, and the director's name shall be disclosed in the corresponding remuneration bracket.

  • Note 9: Refers to the total remuneration all companies (including the Company) in the consolidated financial statements paid to each director of the Company, and the director's name shall be disclosed in the corresponding remuneration bracket.

  • Note 10: Due to the adoption of International Financial Reporting Standards, the net income after-tax refers to the net income after-tax in the individual statements for the most recent year .

  • Note 11: a. This column is for the amount of relevant remuneration received by the Company's directors from invested companies other than subsidiaries or the parent company.

  • b. Where the Company's directors received relevant remuneration from invested companies other than subsidiaries or the parent company, the remuneration received by the Company's directors from invested companies other than subsidiaries or the parent company shall be included in the "I" column of the remuneration bracket table with the column name changed to "the parent company and all invested companies."

  • c. The remuneration means pay, compensation (including compensation of employees, directors and supervisors) and business expenses received by the director serving as a director, supervisor or manager of an invested company other than subsidiaries or the parent company.

  • *The information on the remuneration disclosed in this table is different from the concept of income of the Income Tax Act. Therefore, the purpose of this Table is for information disclosure only and not for tax purposes.

27

Remuneration of the President and Vice President

Unit: NT$ thousands December 31, 2019

Unit: NT$ thousands Unit: NT$ thousands December 31, 201
Title Name Salary(A)
(Note 2)
Severance Pay (B) Bonuses and
Allowances (C)(Note 3)
Employee Compensation (D)
(Note 4)
Ratio of total compensation
(A+B+C+D) to
net income(%)(Note 8)
Compensation paid
to the President and
Vice President from
an Invested
Company Other
Than the
Company’s
Subsidiary
(Note 9)
The
company

Companies in
the consolidated
financial
statements
(Note 5)

The
company
Companies in
the consolidated
financial
statements
(Note 5)

The
company

Companies in
the consolidated
financial
statements
(Note 5)

The company
Companies in
the consolidated
financial
statements
(Note 5)

The company
Companies in
the consolidated
financial
statements
(Note 5)
Cash Stock Cash Stock
President Lu,
Wen Chin
68,073 68,073 1,049 1,049 300 310 328 0
328
0
0.2348
0.2349 0
Executive
Vice
President
Fang,
Ing Dar
Senior Vice
President
Chen,
Chih Hsiun
Senior Vice
President
Lee,
ChingFen
Senior Vice
President
Chang,
TsungYuan
Vice
President
Chien,
Wei Keng
Vice
President
Su, Chun
Hsiung
Vice
President
Huang,
TienChung
Vice
President
Lin,
ChingShih
Vice
President
Ke,
Pai Ronge

28

Range of Remuneration Name of President and Vice President Name of President and Vice President
The company(Notes6) Companies in the consolidated
financialstatements(Notes7)
Under NT$ 1,000,000
NT$1,000,000 (inclusive) to NT$2,000,000
(exclusive)
NT$2,000,000 (inclusive) to NT$3,500,000
(exclusive)
NT$3,500,000 (inclusive) to NT$5,000,000
(exclusive)
Huang, Kuo Hsien、Su, Chun Hsiung
Huang, Tien Chung、Lin, Ching-Shih
Ke,Pai Rong
Huang, Kuo Hsien、Su, Chun Hsiung
Huang, Tien Chung、Lin, Ching-Shih
Ke,Pai Rong
NT$5,000,000 (inclusive) to NT$10,000,000
(exclusive)
Fang, Ing Dar、Chen, Chih Hsiung
Lee, Ching Fen、Chang, Tsung Yuan
Chien, Wei Keng、
Fang, Ing Dar、Chen, Chih Hsiung
Lee, Ching Fen、Chang, Tsung Yuan
Chien, Wei Keng、
NT$10,000,000 (inclusive) to NT$15,000,000
(exclusive)
Lu, Wen Chin Lu, Wen Chin
NT$15,000,000 (inclusive) to NT$30,000,000
(exclusive)
NT$30,000,000 (inclusive) to NT$50,000,000
(exclusive)
NT$50,000,000 (inclusive) to NT$100,000,000
(exclusive)
Over NT$100,000,000
Total 11 11

*It should include the information disclosure of the position equivalent to president, or vice president.

Note 1:Names of President and Vice President should be separately disclosed. The amount of remunerations should be disclosed in summary. If a director concurrently serves as the President or Vice President, this table and the above table must be filled out.

Note 2:It refers to the President’s and Vice President’s salary, special responsibility allowance, and severance pay.

Note 3:Refers to the remuneration paid to the president or vice president, including various bonuses, incentives, travel expenses, special disbursements, allowances, accommodation, company car, other physical items, other compensations, etc., in the most recent year . Where housing, cars, other means of transportation, or expenditures exclusively for individuals are offered, the nature and costs of the

29

offered assets, the actual rent or fair market rent, fuel expenses, and other benefits shall be disclosed. In addition, where a driver is provided, please provide an explanation in the notes on the compensation paid to the driver by the Company, but not including the remuneration. Furthermore, the salaries recognized in accordance with IFRS 2 "Share-based Payment, including the share subscription warrants issued to employees, new restricted stock award shares issued to employees, and employee stock options at cash capital increase, shall be calculated as remuneration.

  • Note 4:It refers to the employee remuneration (including stock and cash) received by the President and Vice President that is distributed in accordance with the proposal for distributing the recent year’s earnings adopted at a meeting of board of directors and such proposal has not been submitted to the Shareholders ‘Meeting for approval. If such amount is unable to be estimated, the amount can be determined in accordance with the actual distribution ratio for last year. The following table shall be filled out as well. It refers to the net income of the recent year. After the adoption of IFRSs, it refers to the net income in the individual or independent financial statements of the recent year.

  • Note 5:Disclose the total amount of remuneration paid to the President and Vice President by all the companies (including the Company) included in the consolidated financial statements.

  • Note 6:Disclose the name of the President and Vice President in the respective range of total remuneration received from all the Company.

  • Note 7:Disclose the total amount of remuneration paid to the President and Vice President by all the companies (including the Company) included in the consolidated financial statements. Disclose the name of the President and Vice President in the respective range of total remuneration received.

  • Note 8:It refers to the net income of the recent year. After the adoption of IFRSs, it refers to the net income in the parent company only financial reports or individual financial reports of the recent year.

  • Note 9:a. This column is for the amount of relevant remuneration received by the Company's president and vice president from invested companies other than subsidiaries or the parent company.

  • b. Where the Company's president and vice president received relevant remuneration from invested companies other than subsidiaries or the parent company, the remuneration received by the Company's president and vice president from invested companies other than subsidiaries or the parent company shall be included in the "E" column of the remuneration bracket table with the column name changed to "the parent company and all invested companies."

  • c. The remuneration means pay, compensation (including compensation of employees, directors and supervisors) and business expense received by the president or vice president serving as a director, supervisor or manager of an invested company other than subsidiaries or the parent company.

  • *Compensations in the table are different from incomes for income tax law. Therefore, figures in the table are mainly for information disclosure and cannot be used as the basis for taxation.

30

Remuneration of the Manager, Chief of Finance Department and Accounting Department

Unit: NT$ thousands

Unit: NT$ thousands
Title Name ~~Employee Bonus~~
- in Stock
(Fair Market Value)
Employee Bonus
- in Cash
Total Ratio of Total Amount to
Net Income (%)
Executive
Officers
President Lu,Wen Chin
0
374 374 0.001
Executive Vice President Fang,IngDa
Senior Vice President Chen,Chih Hsiun
Senior Vice President Lee,ChingFen
Senior Vice President Chang,TsungYuan
Vice President Chien,Wei Keng
Vice President Huang,Kuo Hsien
Vice President Su,Chun Hsiung
Vice President Huang,Tien Chung
Vice President Lin,Ching-Shih
Vice President Ke,Pai Ronge
Chief of Finance Department Chuang,Tsan Chang
Accounting Supervisor &
Corporate Governance Officer
Liu, Chia Ju,

December 31, 2019

  • Note 1 : Names and job title of each individual should be separately disclosed. The amount of remunerations can be disclosed in summary.

  • Note 2 : It refers to the employee remuneration (including stock and cash) received by the managerial officers that is distributed in accordance with the proposal

  • for distributing the recent year’s earnings adopted at a meeting of Board of Directors. If such amount is unable to be estimated, the amount can be determined in accordance with the actual distribution ratio for last year. It refers to the net income of the recent year. After the adoption of IFRS, it refers to the net income in the parent company only financial reports or individual financial reports of the recent year.

  • Note 3 : The scope of application for managers is defined in accordance with the Tai.Chai.Chen (III) No. 0920001301 Letter dated March 27, 2003 by the SEC as follows:

  • (1) President and the equals

  • (2) Senior Vice President and the equals

  • (3) Vice President and the equals

  • (4) General Manager of Finance

  • (5) General Manager of Accounting

  • (6) Managerial officers and the individuals authorized to sign

  • Note 4 : If Directors, President, and Senior Vice President have collected employee remuneration (including stock and cash), in addition to filling out the above table, and it should fill in this table too.

31

3.2.4 Comparison of Remuneration for Directors, Presidents and Vice Presidents in the Most Recent Two Fiscal Years and Remuneration Policy for Directors, Supervisors, Presidents and Vice Presidents

  • A. The ratio of total remuneration paid by the Company and by all companies included in the consolidated financial statements for the two most recent fiscal years to directors, presidents and vice presidents of the Company, to the net income.

Unit:%

income. Unit:% Unit:%
Year The Company Companies in the
consolidated
financial statements
2018 2019 2018 2019
Directors 0.229 0.395 0.230 0.396
President and Vice Presidents 0.1096 0.2348 0.1098 0.2349

The ratios of remuneration paid to directors, presidents and vice presidents of the Company and the companies in the consolidated financial statements in the last two years, presented in the above table. This is mainly due to pay the total amount to vice presidents level increased, and the net profit after tax in 2019 was lower than that in the year of 2018, resulting in an increase ratio in the total compensation paid in 2019 compared with that in 2018.

  • B. The policies, standards, and portfolios for the payment of remuneration, the procedures for determining remuneration, and the correlation with business performance.

  • On June 6, 2008, the Board of Directors cancelled policy of paying the Directors and Supervisors remuneration from the surplus. Moreover, the Audit Committee was set up to replace the Supervisors on June 29, 2015. The independent directors of the Company are paid a fixed monthly remuneration, and transportation fee should be paid according to the actual number of attendances of the Board of Directors meetings

The Remuneration Committee of the Company makes recommendations to the Board of Directors on the salary standards and structures, the assessment system, and the salary adjustment range for general managers. The general managers are paid fixed monthly salary which is also adjusted according to the Company's annual salary adjustment standard

32

3.3 Implementation of Corporate Governance

3.3.1 Board of Directors

A total of 6 (A) meetings of the Board of Directors were held in the previous period. The attendance of directors was as follows:

Title Name Attendance
in Person(B)
By
Proxy
Attendance Rate
(%)【B/A】
Remarks
Chairman Wen Yuan Wong 6 0 100
Vice
Chairman
Hong, Fu Yuan 6 0 100
Managing
Director
Wang, Weng Tsao 3 0 50
Managing
Director
Wang, Ruey Yu 6 0 100
Managing
Director
(Independent)
Chen, Ruey Long 5 1 83
Independent
director
Huang, Hui Chen 6 0 100
Independent
director
Chien, Tai Lang 6 0 100
Director Wang, Walter 2 0 33
Director Lu, Wen Chin 6 0 100
Director Fang, Ing Dar 6 0 100
Director Lee, Ching Fen 6 0 100
Director Chang, Tsung Yuan 6 0 100
Director Chien, Wei Keng 6 0 100
Director Huang, Dong Terng 5 0 83
Director Pan, Chin Hua 5 0 83

33

Other mentionable items:

  • A. If any of the following circumstances occur, the dates of the meetings, sessions, contents of motion, all independent directors’ opinions and the company’s response should be specified:

  • (1) Matters referred to in Article 14-3 of the Securities and Exchange Act.

    • Explanation: inapplicability
  • (2) Other matters involving objections or expressed reservations by independent directors that were recorded or stated in writing that require a resolution by the board of directors.

Explanation: none

  • B. If there are directors’ avoidance of motions in conflict of interest, the directors’ names, contents of motion, causes for avoidance and voting should be specified

  • Mar.15, 2019

  • ( 1 ) Directors’ names: Wen Yuan Wong, Hong, Fu Yuan, Wang, Ruey Yu,

  • ( 2 ) Agenda: Set up the credit to objective companies, amount and interest rate for 2nd quarter, 2019.

  • ( 3 ) Interest conflict avoidance: Directors above mentioned evaded votes due to that these mentioned directors have been employed as a chairman, managing directorate, directorate or legal representative in objective companies.

  • ( 4 ) Resolution: Except for these directors above mentioned, the rest attendance approved the agenda.

  • Mar.15, 2019

  • ( 1 ) Directors’ names: Wen Yuan Wong, Hong, Fu Yuan , Wang, Ruey Yu

  • ( 2 ) Agenda: Acquire assets form interested party who are ‘Formosa Plastics Corporation’, ‘Nan Ya Plastic Corporation’ and ‘Formosa Heavy Industries Corporation’.

  • ( 3 ) Interest conflict avoidance: Directors above mentioned evaded votes due to that these mentioned directors have been employed in these companies as a managing directorate, directorate or legal representative in objective companies.

  • ( 4 ) Resolution: Except for these directors above mentioned, the rest attendance approved the agenda.

  • Mar.15, 2019

  • ( 1 ) Directors’ names: Fang, Ing Dar

  • ( 2 ) Agenda: Increase Investment amount of US$45m in ‘FG INC’.

  • ( 3 ) Interest conflict avoidance: Directors above mentioned evaded votes due to that these mentioned directors have been employed as directorates in the company.

  • ( 4 ) Resolution: Except for these directors above mentioned, the rest attendance approved the agenda..

34

  1. May.3, 2019

  2. ( 1 ) Directors’ names: Wen Yuan Wong, Hong, Fu Yuan, Wang, Weng Tsao, Wang, Ruey Yu

  3. ( 2 ) Agenda: Set up the credit to objective companies, amount and interest rate for 3rd quarter, 2019.

  4. ( 3 ) Interest conflict avoidance: Directors above mentioned evaded votes due to that these mentioned directors have been employed as a chairman, managing directorate, directorate or legal representative in objective companies.

  5. ( 4 ) Resolution: Except for these directors above mentioned, the rest attendance approved the agenda.

  6. May.3, 2019

  7. ( 1 ) Directors’ names: Wen Yuan Wong, Hong, Fu Yuan, Wang, Weng Tsao, Wang, Ruey Yu

  8. ( 2 ) Agenda: Acquire assets form interested party who are, ‘Nan Ya Plastic Corporation’ and ‘Formosa Heavy Industries Corporation’.

  9. ( 3 ) Interest conflict avoidance: Directors above mentioned evaded votes due to that these mentioned directors have been employed in these companies as a managing directorate, directorate or legal representative in objective companies.

  10. ( 4 ) Resolution: Except for these directors above mentioned, the rest attendance approved the agenda.

  11. May.3, 2019

  12. ( 1 ) Director’s name: Wen Yuan Wong, Hong, Fu Yuan, Wang, Weng Tsao, Wang, Ruey Yu

  13. ( 2 ) Agenda: Donation NT$8,698K to ‘ Ming Chi University of Technology ’.

  14. ( 3 ) Interest conflict avoidance: Mentioned directors evaded vote due to that these mentioned directors are employed as a chairman or directorates in these university.

  15. ( 4 ) Resolution: Except for the director above mentioned, the rest attendance approved the agenda.

  16. May.3, 2019

  17. ( 1 ) Directors’ names: Wen Yuan Wong, Hong, Fu Yuan, Wang, Weng Tsao, Lu, Wen Chin

  18. ( 2 ) Agenda: The Company issued a commitment letter to‘ Formosa Industries Corporation ’ for drawing up a line of credit

  19. ( 3 ) Interest conflict avoidance: Directors above mentioned evaded votes due to that these mentioned directors have been employed as directorates or directors who are related with two degrees of kinship in the company.

  20. ( 4 ) Resolution: Except for these directors above mentioned, the rest attendance approved

35

the agenda.

  1. Aug.8, 2019

  2. ( 1 ) Directors ‘names: Wen Yuan Wong, Hong, Fu Yuan, Wang, Ruey Yu, Wang, Walter

  3. ( 2 ) Agenda: Set up the credit to objective companies, amount and interest rate for 4th quarter, 2019.

  4. ( 3 ) Interest conflict avoidance: Directors above mentioned evaded votes due to that these mentioned directors have been employed as a chairman, managing directorate, directorate or legal representative in objective companies.

  5. ( 4 ) Resolution: Except for these directors above mentioned, the rest attendance approved the agenda.

  6. Aug.8, 2019

  7. ( 1 ) Directors’ names: Wen Yuan Wong, Hong, Fu Yuan, Wang, Ruey Yu, Wang, Walter

  8. ( 2 ) Agenda: Acquire assets form interested party who are ‘Formosa Plastics Corporation’, ‘Nan Ya Plastic Corporation’ and ‘Formosa Heavy Industries Corporation’.

  9. ( 3 ) Interest conflict avoidance: Directors above mentioned evaded votes due to that these mentioned directors have been employed in these companies as a managing directorate, directorate or legal representative or directors who are related with two degrees of kinship in these companies.

  10. ( 4 ) Resolution: Except for these directors above mentioned, the rest attendance approved the agenda.

  11. Aug.8, 2019

  12. ( 1 ) Directors’ names: Wen Yuan Wong

  13. ( 2 ) Agenda: Increase Investment amount of US$81.25m in ‘ Formosa Resources Corporation ’.

  14. ( 3 ) Interest conflict avoidance: Mentioned director evaded vote due to that the mentioned director has been employed as a chairman in the company.

  15. ( 4 ) Resolution: Except for these directors above mentioned, the rest attendance approved the agenda.

  16. Aug.8, 2019

  17. ( 1 ) Directors ‘names: Chang, Tsung Yuan, Chien, Wei Keng

  18. ( 2 ) Agenda: Adjustment senior executive positions to achieve the purpose of business management .

  19. ( 3 ) Interest conflict avoidance: Directors above mentioned evaded votes due to that these mentioned directors are employed as managers in the company.

  20. ( 4 ) Resolution: Except for these directors above mentioned, the rest attendance approved

36

the agenda.

  1. Nov.1, 2019

  2. ( 1 ) Directors’ names: Wen Yuan Wong, Hong, Fu Yuan, Wang, Weng Tsao, Lu, Wen Chin, Lee, Ching Fen, Chang, Tsung Yuan, Chien, Wei Keng

  3. ( 2 ) Agenda: The Company issued a commitment letter to ‘Formosa Chemicals Industries (Ningbo) Limited Company’ for drawing up a line of credit.

  4. ( 3 ) Interest conflict avoidance: Directors above mentioned evaded votes due to that these mentioned directors have been employed as directorates or directors who are related with two degrees of kinship in the company.

  5. ( 4 ) Resolution: Except for these directors above mentioned, the rest attendance approved the agenda.

  6. Nov.1, 2019

  7. ( 1 ) Directors’ names: Wen Yuan Wong, Hong, Fu Yuan, Wang, Weng Tsao, Wang, Ruey Yu, Lu, Wen Chin, Lee, Ching Fen

  8. ( 2 ) Agenda: Set up the credit to objective companies, amount and interest rate for 1st quarter, 2020.

  9. ( 3 ) Interest conflict avoidance: Directors above mentioned evaded votes due to that these mentioned directors have been employed in these companies as a chairman, managing directorate, directorate or legal representative in objective companies.

  10. ( 4 ) Resolution: Except for these above directors, the rest attendant directors approve the agenda.

  11. Nov.1, 2019

  12. ( 1 ) Director’s name: Wen Yuan Wong, Hong, Fu Yuan, Wang, Weng Tsao, Wang, Ruey Yu,

  13. ( 2 ) Agenda: The Company acquires assets form interested parties who are Nan Ya plastic Corporation and Formosa Heavy Industries Corporation.

  14. ( 3 ) Interest conflict avoidance: Directors above mentioned evaded votes due to that these mentioned directors have been employed in these companies as a managing directorate, directorate or legal representative in objective companies.

  15. ( 4 ) Resolution: Except for these above director,s the rest attendant directors approve the agenda.

  16. Nov.1, 2019

  17. ( 1 ) Directors’ names: Wen Yuan Wong, Hong, Fu Yuan, Wang, Weng Tsao, Wang, Ruey Yu,

  18. ( 2 ) Agenda: Donation NT$6,141.2K to ‘ Chang Gung University’.

  19. ( 3 ) Interest conflict avoidance: Mentioned directors evaded vote due to that these mentioned directors are employed as a chairman or directorates in these university.

37

  • ( 4 ) Resolution: Except for these above directors, the rest attendant directors approve the agenda.

  • Dec.13, 2019

  • ( 1 ) Director’s name: Wen Yuan Wong, Hong, Fu Yuan, Wang, Ruey Yu,

  • ( 2 ) Agenda: The Company acquires assets form interested parties who are Nan Ya plastic Corporation and Formosa Heavy Industries Corporation.

  • ( 3 ) Interest conflict avoidance: Directors above mentioned evaded votes due to that these mentioned directors have been employed in these companies as a managing directorate, directorate or legal representative in objective companies.

  • ( 4 ) Resolution: Except for these above directors the rest attendant directors approve the agenda.

  • Dec.13, 2019

  • ( 1 ) Director’s name: Wen Yuan Wong, Hong, Fu Yuan, Huang, Dong Terng

  • ( 2 ) Agenda: Increase Investment amount of NT$46m in ‘Formosa Synthetic Rubber Corporation’.

  • ( 3 ) Interest conflict avoidance: Mentioned director evaded vote due to that the mentioned director is employed as directorates or directors who are related with two degrees of kinship in the company.

  • ( 4 ) Resolution: Except for these above directors the rest attendant directors approve the agenda.

  • C. TWSE/TPE should implement the evaluation cycle and period, evaluation scope, method and evaluation content and other information of the self (or peer) evaluation of the Board of Directors:

The Company will implement the evaluation of the Board of Directors in 2020, and will disclosure the results of performance assessments in 2021.

  • D. Measures taken to strengthen the functionality of the board: The Board of Directors has established an Audit Committee and a Remuneration Committee to assist the board in carrying out its various duties.

  • 1、 The capability of board of directors is fully fulfilling the governance of corporation.

  • 2、 The board of directors on June 15, 2018 nominated independent directors, Chen, Ruey Long, Huang, Hui Chen and Chien, Tai Lang, as the committee of Audit Committee and Remuneration Committee. The tenure of committee is the same as the term of office of directors.

  • 3、 The Remuneration Committee convened conferences on Jan. 16, 2019 , Aug. 8, 2019, and Dec.13, 2019 respectively to evaluate and stipulate emolument for directors and managers. The suggestions will be subject to board of director.

  • 4、 The Audit Committee call five times conferences in 2019 to approve agenda, such as schedule internal control plans, amend the procedures for loaning funds to other parties, amend the procedures for providing endorsements an guarantees

38

to other parties of the company, amend operational procedures for loaning funds to others, procedures for engaging in derivatives trading, amend debit loans, admit endorsement or guarantee for debts, declare financial statements, and confess interested party by exceed half members of audit committee. The suggestions will be subject to board of director.

5、 In addition to strength the capability of board of director, the members of internal auditing suggest internal auditing reports to board of directors.

3.3.2 Audit Committeeor Attendance of Supervisors at Board Meetings

A. Audit Committee

A total of 5 (A) Audit Committee meetings were held in the previous period. The attendance of the independent directors was as follows:

Title Name Attendance
in Person
(B)
By
Proxy
Attendance Rate
(%)【B/A】
Remarks
Managing
director
Independent
Chen,
Ruey Long
4 0 80
Independent
director
Huang,
Hui Chen
5 0 100
Independent
director
Chien,
Tai Lang
5 0 100

39

Other mentionable items:
1. If there are the circumstances referred to in Article 14-5 of the Securities and Exchange
Act and resolutions which were not approved by the Audit Committee but were
approved by two thirds or more of all directors, the dates of meetings, sessions, contents
of motion, resolutions of the Audit Committee and the Company’s response to the
Audit Committee’s opinion should be specified.
Other mentionable items:
1. If there are the circumstances referred to in Article 14-5 of the Securities and Exchange
Act and resolutions which were not approved by the Audit Committee but were
approved by two thirds or more of all directors, the dates of meetings, sessions, contents
of motion, resolutions of the Audit Committee and the Company’s response to the
Audit Committee’s opinion should be specified.
Other mentionable items:
1. If there are the circumstances referred to in Article 14-5 of the Securities and Exchange
Act and resolutions which were not approved by the Audit Committee but were
approved by two thirds or more of all directors, the dates of meetings, sessions, contents
of motion, resolutions of the Audit Committee and the Company’s response to the
Audit Committee’s opinion should be specified.
Other mentionable items:
1. If there are the circumstances referred to in Article 14-5 of the Securities and Exchange
Act and resolutions which were not approved by the Audit Committee but were
approved by two thirds or more of all directors, the dates of meetings, sessions, contents
of motion, resolutions of the Audit Committee and the Company’s response to the
Audit Committee’s opinion should be specified.
Board
Meeting
Date &
Sessions
Agenda and Procedures Securities
&
Exchange
Act,
Article14-5
Resolutions
were not
approved by
the Audit
Committee
but were
approved by
two thirds or
more of all
directors
Mar.15, 2019
(1st2019)
1. Set forth 2018 financial statement of the
Company.
2. Set forth ’Management’s report on internal
control’.
3. Guidelines for lending of capital in 2ndquarter of
2019
4. Acquire assets form interested parties, ‘Formosa
Plastics Corporation’, ‘Nan Ya Plastic
Corporation’ and ‘Formosa Heavy Industries
Corporation’.
5. Increase Investment amount of US$45m in ‘FG
INC’.
6. Amend ‘operational procedures for loaning funds
to others’、‘procedures for engaging in derivatives
trading’、‘operational procedures for loaning funds
to others’、‘operational procedures for
endorsements guarantees’.
Resolutions by audit committee: all attended
committee approved these agendas.
The Company’s procedures: The Company’s board
of director approved these resolutions.










May 3, 2019
(2nd2019)
1. Amend procedures of stock operating procedures.
2. Set up Guidelines for lending of capital in 3rd
quarter of 2019.
3. Acquire assets form interested parties, Nan Ya
plastic Corporation and Formosa Heavy Industries
Corporation.




40

4. Donate NT$8,698K to ‘ Ming Chi University of
Technology ’.
5. The Company issues a commitment letter to
‘Formosa Industries Corporation’ for drawing up a
line of credit.
Resolutions by audit committee: all attended
committee approved these agenda.
The Company’s procedures: The Company’s board
of director approved these resolutions.


Aug 8, 2019
(4th2019)
1. Set forth financial statement of 2ndquarter of
2019.
2. Set up Guidelines for lending of capital in 4th
quarter of 2019.
3. Acquire assets form interested parties, Formosa
Plastics Corporation, Nan Ya plastic Corporation
and Formosa Heavy Industries Corporation.
4. Increase Investment amount of US$81.25m in
‘ Formosa Resources Corporation’.
Resolutions by audit committee: all attended
committee approved these agenda.
The Company’s procedures: The Company’s board
of director realized or approved these resolutions.






Nov. 1, 2019
(5th2019)
1. The Company issues a commitment letter to
‘Formosa Chemicals Industries (Ningbo) Limited
Company’ for drawing up a line of credit.
2. Set up Guidelines for lending of capital in 1st
quarter of 2020
3. Acquire assets form interested parties who are
‘Nan Yan Plastics Corporation’ and ‘Formosa
Heavy Industries Corporation’.
4. Donate NT$6.14m to ‘ Chang Gung University ’
Resolutions by audit committee: all attendant
committee approve these agenda.
The Company’s procedures: The Company’s board
of director approves these resolutions.






Dec.13, 2019
(6th2019)
1. Acquire assets form interested parties who are
‘Nan Yan Plastics Corporation’ and ‘Formosa
Heavy Industries Corporation’.
2. Investment amount of NT$46m in ‘Formosa
Synthetic Rubber Corporation’.
Resolutions by audit committee: all attendant


41

committee approve these agenda.
The Company’s procedures: The Company’s board
of director approves these resolutions.
2. If there are independent directors’ avoidance of motions in conflict of interest, the
directors’ names, contents of motion, causes for avoidance and voting should be
specified:
Explanation: none.
3. Communications between the independent directors, the Company's chief internal
auditor and CPAs (e.g. the items, methods and results of audits of corporate finance or
operations, etc.)
(1) The internal auditors have communicated the result of the audit reports to the
members of the Audit Committee periodically, and have presented the findings
of all audit reports in the quarterly meetings of the Audit Committee. The
communication channel between the Audit Committee and the internal auditor
has been functioning well.
(2) The Company’s CPAs have presented the findings or the comments for the
quarterly corporate financial reports, as well as those matters communication of
which is required by law, in the regular quarterly meetings of the Audit
Committee. The communication channel between the Audit Committee and the
CPAs has been functioning well.
(3) The Company’s communication events are among Audit Committee, internal
auditors and CPAs.
Date
Occasions
Person
Communication
Events
Communication
Result
Dec. 13,
2019
Board of
Directors
Chief
internal
auditor
Schedule 2020 annual
internal audit plan.
Approval
Dec. 13,
2019
Board of
Directors
Chief
internal
auditor
Implementation of
internal schemes of the
October of 2019
Realization
Nov. 1,
2019
Board of
Directors
Chief
internal
auditor
Implementation of
internal schemes of the
3rd quarter of 2019
Realization
Aug. 8,
2019
Board of
Directors
Chief
internal
auditor
Implementation of
internal schemes for
the 2nd quarter of 2019
Realization
June 5,
2019
Board of
Directors
Chief
internal
auditor
Improvement of
objections and
abnormal events
occurred on internal
control system in 2018
Realization

42

4. The
(1)
(2)
May 3,
2019
Board of
Directors
Chief
internal
auditor
Implementation of
internal schemes for
the 1st quarter of 2019
Realization
May 3,
2019
Audit
Committee
Chief
internal
auditor
Amend ‘Internal
Control System’ and
‘Rules of Internal
Audit’
Submit to Board
of Directors
Mar. 15,
2019
Board of
Directors
Chief
internal
auditor
Implementation of
internal schemes for
the November and
December of 2018
Realization
Mar. 15,
2019
Audit
Committee
Chief
internal
auditor
Set up prior
year’s ’Management’s
report on internal
control’
Set forth agenda
to Board of
Directors
Mar. 15,
2019
Audit
Committee
Accountants Communication for
the findings of 2018
financial reports
Excellent

43

3.3.3 Corporate Governance Implementation Status and Deviations from the Corporate Governance Best Practice Principles for

TWSE/TPEx Listed Companies ”:

Evaluation Item Implementation Status(Note) Implementation Status(Note) Implementation Status(Note) Deviations from the
“Corporate Governance
Best Practice Principles for
TWSE/TPEx Listed
Companies” and Reasons
Yes No Summary
1. Did the Company establish
and disclose the Corporate
Governance Best Practice
Principles based on
“Corporate Governance Best
Practice Principles for
TWSE/TPEx Listed
Companies”?
The Company passed the resolution of the Board of Directors on November
7th, 2014 and set a Corporate Governance Practice Principles. Thereon on
November 4th, 2016 the Company amended the Corporate Governance
Practice Principles which was disclosed on the information reporting website
designated by the securities authority and the Company’s website.
Consistent with Article 1
and Article 2 of the
Corporate Governance
Best Practice Principles for
TWSE/TPEx Listed
Companies. The
“Principles of Corporate
Governance” established
by the Company adheres to
the principles of the
“Corporate Governance
Best Practice Principles for
TWSE/TPEx Listed
Companies” with minor
amendments based on the
Company’s actual
practices.
2. Shareholding structure and
shareholders’ rights
(1) Did the Company establish
an internal operating
procedure to deal with
(1) The Company has an internal operating procedure for handling
shareholder matters and has set up a spokesperson to address shareholder
suggestions or concerns at anytime. In addition,each functional team in
In compliance with Article
13 of the Corporate
Governance Best Practice

44

Evaluation Item Implementation Status(Note) Implementation Status(Note) Implementation Status(Note) Deviations from the
“Corporate Governance
Best Practice Principles for
TWSE/TPEx Listed
Companies” and Reasons
Yes No Summary
shareholders’ suggestions,
doubts, disputes and
litigations, and implement
based on the procedure?
(2) Did the Company maintain
a register of major
shareholders with
controlling power as well as
a register of persons
exercising ultimate control
over those major
shareholders?
(3) Did the Company establish
and execute the risk
management and firewall
systems with its affiliated
businesses?

the President Office fully supported the above matters, and have an
in-depth understanding and review of the shareholders' suggestions or
concerns. After that, an oral or written reply to the satisfaction of the
shareholders is proposed.
(2) The Company shall pay attention to the situation of any increase,
decrease or use as collateral in the shares of shareholders holding more
than 5% of shares and holding Director or manager positions. The
Directors, managers and shareholders holding more than 10% of the
shares are disclosed monthly by the information reporting website
designated by the securities authority.
(3) a. Both the Company and its subsidiaries implement profit center
management. Each company's personnel, property management rights
and responsibilities are clearly divided, and there are no irregular
transactions.
b. The funds and loans of the Company and its related companies are
calculated based on the accrued market interest rate. The amount of
loan is reassessed every quarter based on business needs. Guaranteed
coverage and limits have also been set for endorsement guarantees for
other companies.
c. To reduce losses, comprehensive risk assessment for banks, customers,
and suppliers areperformed. Each companycredit authorization to the

Principles for TWSE/TPEx
Listed Companies
In compliance with Article
19 of the Corporate
Governance Best Practice
Principles for TWSE/TPEx
Listed Companies.
In compliance with Article
14 to Article 17 of the
Corporate Governance
Best Practice Principles for
TWSE/TPEx Listed
Companies.

45

Evaluation Item Implementation Status(Note) Implementation Status(Note) Implementation Status(Note) Deviations from the
“Corporate Governance
Best Practice Principles for
TWSE/TPEx Listed
Companies” and Reasons
Yes No Summary
(4) Did the Company establish
internal rules that prohibit
Company insiders from
trading securities using
undisclosed information?
same customer and stop payment to the same supplier can be review
through the computer system.
d. The relationship between the Company and the related companies,
such as transaction management, endorsement, loans, etc., are
monitored. In accordance with the “Regulations Governing
Establishment of Internal Control Systems by Public Companies”,
outlined by the Financial supervisory Commission, the Company has
set up supervision and management operations to implement the risk
control mechanism for its subsidiaries.
(4) The Company has established "Personnel Management Rules," and
"Guidelines for Prevention of Insider Trading" to forbid using
undisclosed information to buy and sell securities for illegal profits. The
employees also receive training to comply with relevant regulations.
In compliance with Article
10-3 of the Corporate
Governance Best Practice
Principles for TWSE/TPEx
Listed Companies.
3. Composition and
responsibilities of the Board
of Directors:
(1) Did the Board develop and
implement a diversified
policy for the composition
of its members?
(1) Article 20 of Code of Practice for Corporate Governance of the
Company states that diversified backgrounds of the Company's
Directors should be considered when forming the Board of Directors.
Professional competence of the existing Directors are diversified,
including business management ability, leadership ability, knowledge of
the industry,understandingof international markets,abilityto conduct

In compliance with Article
20 of the Corporate
Governance Best Practice
Principles for TWSE/TPEx
Listed Companies.

46

Evaluation Item Implementation Status(Note) Implementation Status(Note) Implementation Status(Note) Deviations from the
“Corporate Governance
Best Practice Principles for
TWSE/TPEx Listed
Companies” and Reasons
Yes No Summary
(2) In addition to establishing
the Salary and Remuneration
Committee and Audit
Committee according to the
regulations, has the
Company voluntarily
established other functional
committees?
(3) Did the company establish a
standard to measure the
performance of the Board of
Directors and implement it
annually? Did the Company

accounting and financial analysis and experience in industrial
management. The present Board of Directors includes 1 female director
and 3 independent directors (account for 20% of all directors), and two
independent directors’ service years are less than three years. Five of all
worker directors’ service years are less than five years, and all worker
directors accounted for 73.3% of all directors. Please refer to annual
report for further information about the educational background, gender,
professional qualification and working experience of each director.
(2) The Company has set up a salary remuneration committee after the
resolution of the Board of Directors on August 22th, 2011. The Board of
Directors also resolved on June 29th, 2015 to set up the audit
committee. At present, apart from the above two committees, the
Company has not set up any other functional committees.
(3) The Company has not yet established a performance evaluation method
for the Board of Directors, but will implement the evaluation of the
Board of Directors in 2020. In addition, the company has set standards
for the Board of Directors meetings. These meetings are convened
according to the regulations. The Directors have a clear understanding


In compliance with Article
28 and Article 28-1 of the
Corporate Governance
Best Practice Principles for
TWSE/TPEx Listed
Companies.
Not yet in compliance with
Article 37-2 of the
Corporate Governance
Best Practice Principles for
TWSE/TPEx Listed

47

Evaluation Item Implementation Status(Note) Implementation Status(Note) Implementation Status(Note) Deviations from the
“Corporate Governance
Best Practice Principles for
TWSE/TPEx Listed
Companies” and Reasons
Yes No Summary
submit the results of
performance assessments to
the board of directors and
use them as reference in
determining remuneration for
individual directors, their
nomination, and additional
office term?
(4) Did the Company regularly
evaluate the independence of
CPAs?


of the Company's objectives, operations, and finances. The Board of
Directors functions well, and it communicates effectively with the
Company's management team.
(4) The Company evaluates the independence and competence of CPAs at
least once a year, focusing on the size and reputation of the accounting
firm, the number of consecutive years of providing audit services, the
nature and extent of providing non-audit services, the audit fees, peer
review, whether there are any legal proceedings or investigations by the
competent authorities, quality of audit services, regular training,
interaction with management and internal audit supervisors, etc.
Relevant information and statements are requested from CPAs and the
firms. The documents are then evaluated by the President Office, and
the results have been submitted to the Board of Directors on March
13th,2020.
Companies, with items yet
to be completed in 2020
accordingly.
In compliance with Article
29 of the Corporate
Governance Best Practice
Principles for TWSE/TPEx
Listed Companies.
4. Did the TWSE/TPEx listed
company have designated
appropriate personnel to
handle corporategovernance
(1) The Company has set up a Chief Governance Officer as the most senior
manager in charge of corporate governance-related tasks on May 3,
2019. Appropriate personnel have also been designated to handle
corporategovernance tasks.
In compliance with
Article 3-1 of the
Corporate Governance
Best Practice Principles

48

Evaluation Item Implementation Status(Note) Implementation Status(Note) Implementation Status(Note) Deviations from the
“Corporate Governance
Best Practice Principles for
TWSE/TPEx Listed
Companies” and Reasons
Yes No Summary
tasks and set up a Chief
Governance Officer as the
most senior manager in
charge of corporate
governance-related tasks
(including but not limited to
providing information
required for
Director/Supervisor's
operations, convening
board/shareholder meetings in
compliance with the law,
apply for/change Company
registry and producing
meeting minutes of
board/shareholder meetings)?
(2) The officer supervises President Office, which is responsible for
corporate governance-related matters and is assisted by the relevant
departments such as the Legal Affairs Office of the General
Administrative Office, which includes handling Board of Directors and
shareholders meetings, taking minutes of such meetings, assisting
Directors come to office and continue training, providing Directors
relevant information for operations, assisting Directors compliance with
law and regulations, and so on.
for TWSE/TPEx Listed
Companies.
5. Has the Company established
a communication channel
with stakeholders(including
but not limited to
shareholders, employees,
customers and suppliers)? Has
a stakeholders’ area been set
up on the Company website?
Are major Corporate Social

(1) The Company instructs the President Office to communicate with
stakeholders depending on the situation. A spokesperson and a deputy
spokesperson have been appointed as the external communication
channel.
(2) The Company set up the stakeholder area on the Company website to
provide detailed contact information for the dedicated personnel,
including phone number and e-mail, as the channels for the
stakeholders to communicate with the Company.
(3)The Companyresponds to stakeholders' issues of concern at the
In compliance with Article
47 of the Corporate
Governance Best Practice
Principles for TWSE/TPEx
Listed Companies.

49

Evaluation Item Implementation Status(Note) Implementation Status(Note) Implementation Status(Note) Deviations from the
“Corporate Governance
Best Practice Principles for
TWSE/TPEx Listed
Companies” and Reasons
Yes No Summary
Responsibility (CSR) topics
that the stakeholders are
concerned with addressed
appropriately by the
Company?
appropriate time through the following channels:
a. Shareholders: Shareholders' meetings are held annually and
shareholders can fully exercise their voting rights through electronic
means. In addition, the annual report of the shareholders' meeting, the
monthly revenue and the quarterly self-closing profit and loss are
issued to facilitate shareholders' understanding of the Company's
operating conditions.
b. Employees: mainly concerned with workplace safety, employee
welfare, human rights protection, labor and employment issues, etc.
Communication with employees can be conducted through trade
unions, factory (office) meetings, etc.
c. Suppliers: The Company adheres to the principle of sustainable
management and fair trade and is committed to working with
manufacturers that comply with environmental protection, safety, and
human rights standards. Open tenders are held through the Formosa
Plastics electronic trading platform, and regular briefings are held to
strengthen two-way communication and advocacy.
d. Customer: Issues including product quality and after-sales service that
customers care about can be addressed through customer visits,
participating in exhibitions, product briefings, customer satisfaction
surveys, etc. The website also lists the sales service line and e-mail
address. Customer complaints are handled through the "Customer
Response Form" and the "Customer Complaint Handling Form."
(The status of stakeholder communication refes to 1.4 Stakeholder

50

Evaluation Item Implementation Status(Note) Implementation Status(Note) Implementation Status(Note) Deviations from the
“Corporate Governance
Best Practice Principles for
TWSE/TPEx Listed
Companies” and Reasons
Yes No Summary
Identification and Communication of 2018 Corporation Social
ResponsibilityReport)
6. Does the Company appoint a
professional shareholder
services agency to deal with
shareholder affairs?
The held affairs of shareholders' meeting of the Company is currently
handled by itself, but the relevant procedures are handled by the designated
share unit, the legal office, and the President Office in accordance with
rigorous regulations, so that the shareholders' meeting will be convened in a
legal, effective, and safe context to ensure shareholders' rights.
Although it does not meet
the requirements of Article
7-1 of the the Corporate
Governance Best Practice
Principles for TWSE/TPEx
Listed Companies, it does
not impair the operational
efficiency of the
shareholders' meeting.
7. Information disclosure
(1) Did the Company establish a
website to disclose
information on financial
operations and corporate
governance?
(2) Did the Company have other
information disclosure
channels (such as establishing
an English language website,
delegatingaprofessional to

(1) The Company has set up a website in Chinese and English with
disclosed relevant financial business and corporate governance
information under “Investor Relations Section”.
The Company's website is: www.fcfc.com.tw.
(2) The Company has a spokesperson and a deputy spokesperson. A
dedicated person has been appointed in the President Office to collect
and disclose Company information, as well as providing the
spokespersons and relevant business departments with answers to
stakeholders,investors,and authorities.
In compliance with Article
57 and Article 59 of the
Corporate Governance
Best Practice Principles for
TWSE/TPEx Listed
Companies.
In compliance with Article
55 paragraph 3 and Article
56 of the Corporate
Governance Best Practice
Principles for TWSE/TPEx

51

Evaluation Item Implementation Status(Note) Implementation Status(Note) Implementation Status(Note) Deviations from the
“Corporate Governance
Best Practice Principles for
TWSE/TPEx Listed
Companies” and Reasons
Yes No Summary
collect and disclose Company
information, implementing a
spokesperson system, and
disclosing the process of
investor conferences on the
Company website)?
(3)Does the Company publish
and report its annual financial
report within two months after
the end of an accounting
period, and publish and report
its financial reports for the
first, second, and third
quarters as well as its
operating status for each
month before the specified
deadline?
(3) In principle, the Company submits and announces operating revenue data
from the previous month on the 6th in every month and announces
self-monitored finance data from the previous quarter on the 10th day in
each quarter. The Company also submits and announces financial reports
before the deadline in accordance with laws and regulations. Though the
Company does not announce annual financial statements two months
within the end of an accounting period due to CPA's auditing work, the
Company does announce our self-monitored financial information one
month before the deadline to help investors to understand our operating
status.
Listed Companies.
Although it does not meet
the requirements of
Article 55 paragraph 2 of
the Corporate Governance
Best Practice Principles
for TWSE/TPEx Listed
Companies ,the Company
does announce our
self-monitored financial
information

52

Evaluation Item Implementation Status(Note) Implementation Status(Note) Implementation Status(Note) Deviations from the
“Corporate Governance
Best Practice Principles for
TWSE/TPEx Listed
Companies” and Reasons
Yes No Summary
8. Has the Company disclosed
other information to facilitate
a better understanding of its
corporate governance
(including but not limited to
employee's rights, employee
wellness, investor relations,
supplier relations,
stakeholders' rights, Directors
and Supervisors traning
records, implementation of
risk management policies and
measurement standards,
implementation of customer
policies and purchase of
liability insurance for the
Directors and Supervisors of
the Company)?
(1) Employees' rights:
The Company strives to pursue a harmonious labor-management
relationship and attaches importance to the right of employees to express
their opinions. We have set up physical suggestion boxes at the places
where employees have easy access to, as well as an online suggestion box
in the Company information system. Each suggestion box is appointed to
dedicated personnel for replying, in order to facilitate communication. An
"inspection method" that establishes the internal whistle-blower channel
and protection system has also been set up. In the meantime, board of
supervisors and labor-management meetings are held by the unions
regularly. The heads of relevant departments attend the meetings to fully
communicate with the labor representatives. On major labor issues, the
Company gives higher priority to the opinions of the unions, and the top
leaders consult with the unions to reach a consensus and ensure the
harmonious labor-management relationship as well as the sustainable
development of the Company.
(2) Employee wellness:
In order to take care of employees' physical and mental health, the
Company has budgeted annual health checks at Chang Gung Memorial
Hospital. In addition to the items required by the law, the Company has
added cancer screening programs such as A-type fetal protein and cancer
embryo antigen. The goal is to ensure the employees understand and
improve their health status. In terms of the employees' diet, the Company
follows health regulations concerning food source, acceptance and

In compliance with
Articles 51 to Articles 54
of the Corporate
Governance Best Practice
Principles for TWSE/TPEx
Listed Companies.

53

Evaluation Item Implementation Status(Note) Implementation Status(Note) Implementation Status(Note) Deviations from the
“Corporate Governance
Best Practice Principles for
TWSE/TPEx Listed
Companies” and Reasons
Yes No Summary
storage, water safety and hygiene, food staff and kitchen cleaning
operations, and food and tableware cleaning inspections to ensure the
health and safety of employees' diet. For the relevant welfare measures,
please refer to annual report. Besides, the Company has employed
counseling personnel in charge of the interview with newcomers, helping
them fit in the Company as soon as possible. The counseling personnel
could also provide both advice and care when employees face difficulties
with work or life. For the relevant welfare measures, please refer to page
154 of the annual report.
(3) Investor Relations:
The Company uses the President Office and the shareholding department
as a bridge between the Company and its shareholders. In terms of
corporate information transparency, the Company's website has an
"Investor Relations Section" to provide investors with relevant
information. In order to maintain a good relationship with investors, the
Company has set up a spokesperson system to provide a means of contact
with shareholders and corporate investment institutions. The Company
also holds meetings with both domestic and international investors on
irregular basis.
(4) Supplier Relations:
The Company's procurement and contracting operations are mainly aimed
at creating a level playing field by looking for good manufacturers that
can provide suitable and appropriate equipment, materials or projects at

54

Evaluation Item Implementation Status(Note) Implementation Status(Note) Implementation Status(Note) Deviations from the
“Corporate Governance
Best Practice Principles for
TWSE/TPEx Listed
Companies” and Reasons
Yes No Summary
reasonable prices to meet the needs of expansion or operation of various
departments in a timely manner.
a. Open and fair procurement and delivery mechanism:
The Company uses the "open tender" method to purchase and
distribute the contracting system through the Formosa Plastics
electronic trading platform. It provides functions such as inquiry,
quotation, bargaining, order, delivery, payment progress inquiry, etc.
All information is encrypted by electronic voucher and firewall
control to ensure the security of all incoming and outgoing data.
Vendors can access the inquiry case and make quotations anytime
and anywhere through the Internet without time and space
restrictions, which greatly improves the efficiency of operations,
saves time and money, and reduces operating costs to increase
profits. After all the inquiry cases have been launched electronically,
the manufacturers with the lowest quotation, fastest delivery time,
and best quality are chosen so that both the buyer and the seller can
reasonably achieve the goals in a harmonious atmosphere.
b. Sound vendor management:
In order to stabilize the quality and delivery of materials and ensure
the quality and progress of construction, the Company has conducted
evaluation and ranking of all manufacturers through the sound
management and evaluation of the manufacturers. In the case of
overdue delivery of the products (engineering), poor quality, or
violation of the safety regulations, the event will be automatically
included in the assessment record in order to replace unqualified

55

Evaluation Item Implementation Status(Note) Implementation Status(Note) Implementation Status(Note) Deviations from the
“Corporate Governance
Best Practice Principles for
TWSE/TPEx Listed
Companies” and Reasons
Yes No Summary
manufacturers, and cultivate excellent manufacturers to achieve good
relations as well as long-term cooperation between the two sides.
c. Electronic trading for a win-win situation:
The Company combines the comprehensive ERP computer
management system and the digital, open, and transparent online
procurement and delivery mechanism to build a high-quality, safe,
convenient and fast electronic trading environment. The Company
has further extended the same system vertically and horizontally to
the rest of the industry, sharing the e-generation "Formosa Plastic
experience" with all enterprises. At present, combined with the
Company's upstream and downstream supply chain systems, with
more than 10,000 suppliers and third-party suppliers, this electronic
trading platform shares the business opportunities and economic
benefits brought about by open trading.
(5) Stakeholders' Rights
In addition to continuing to improve in the industry, the Company pursues
good business performance and strives to achieve the mission of “caring
for the employees, serving the customers, and rewarding the
shareholders.” Therefore, it is committed to caring for the shareholders,
customers, suppliers, employees, and society. In addition to complying
with laws and business ethics, the Company is in line with international
standards in enhancing competitiveness, create shareholders' benefits, as
well as providing supplies of stable, high-quality and low-cost products.
With industrial and environmental protection as a priority, the Company

56

Evaluation Item Implementation Status(Note) Implementation Status(Note) Implementation Status(Note) Deviations from the
“Corporate Governance
Best Practice Principles for
TWSE/TPEx Listed
Companies” and Reasons
Yes No Summary
will develop towards eco-industrial areas and promote green building and
green energy conservation, raw materials procurement, actively planting
forests, paying attention to various social issues, investing in community
and social welfare undertakings suitable for enterprises to contribute to
the society.
(6)Director TrainingRecords
Title
Name
Date
of
Study
Organizer
Course
Length
of
Hours
Director
Wen Yuan Wong
Hong, Fu Yuan
Wang, Weng Tsao
Wang, Ruey Yu
Huang, Hui Chen
Chien, Tai Lang
Lu, Wen Chin
Fang, Ing Dar
Lee, Ching Fen
Chang, Tsung Yuan
Chien, Wei Keng
Huang, Dong Terng
Pan, Chin Hua
Nov.
15
2019
Securities
and Futures
Institute
Dharma
Drum Mountain
Humanities
and Social
Improvement
Foundation
Avoid violating the
Securities Exchange
Act - Untruthful
Financial Statement
and Insider Trading.
Heart Blue Ocean
Strategy - Innovation
on Corporate Value
as Part of Corporate
Social
Responsibilities
6
In compliance with Article
40 of the Corporate
Governance Best Practice
Principles for TWSE/TPEx
Listed Companies.

57

Evaluation Item Implementation Status(Note) Implementation Status(Note) Implementation Status(Note) Implementation Status(Note) Deviations from the
“Corporate Governance
Best Practice Principles for
TWSE/TPEx Listed
Companies” and Reasons
Yes No Summary
Title Name Date
of
Study
Organizer Course Length
of
Hours
Director
Chen, Ruey Long
Sept.
03.
2019
Securities
and Futures
Institute
1. Principles for
Directors and
Supervisors to
Perform Duties and
Make Operational
Judgment
2.Anti-Tax Evasion
Developments
Internationally and
Domestically and
Expected Response
fromCorporations
6
Director
Wang, Walter
Nov.
18,
2019
Nov.
19,
2019
Securities
and Futures
Institute
Securities
and Futures
Institute
Corporate and
Personal
Countermeasures
against Enforced
Economic Substance
Code and Global
Anti-Tax Evasion
Corporate Upgrade
and Transformation
Strategy and
Management - Choice
over
Acquisition/Merger
and Alliance

6

58

Evaluation Item Implementation Status(Note) Implementation Status(Note) Implementation Status(Note) Deviations from the
“Corporate Governance
Best Practice Principles for
TWSE/TPEx Listed
Companies” and Reasons
Yes No Summary
(7) The situation in which the Company purchased liability insurance for the
Directors: The Company has purchased liability insurance for all
Directors, and the insured amount is US$30 million. The above
insurance period is from August 1st, 2019to February 1st, 2021.
(8) Implementation and policies of risk management: The Company
established risk management policies to identify, evaluate, supervise and
control risk from every aspect, enhance the sense of awareness of
employees and make sure all potential risks that might happen are
endurable, thus, can the Company execute the optimal strategy to
rationalize the balance between profits and risks, please refer to page
177~184 of the annual report for further disclosure of risk management
policies of the Company.
(9) Implementation of customer policy: Customers are the cornerstone of
the Company's existence. The goal is to quickly supply the requested
products and achieve stable and adequate supply so that customers can
continue operate.
a. Creating a stable supply and demand
The Company and its customers have an important relationship of
interdependence, coexistence, and co-prosperity. Therefore, building
a stable supply and demand relationship is an issue that every
sustainable company must pay attention to. Focusing on the
long-term development of the industries in Taiwan,the Company
In compliance with Article
39 of the Corporate
Governance Best Practice
Principles for TWSE/TPEx
Listed Companies.

59

Evaluation Item Implementation Status(Note) Implementation Status(Note) Implementation Status(Note) Deviations from the
“Corporate Governance
Best Practice Principles for
TWSE/TPEx Listed
Companies” and Reasons
Yes No Summary
actively invests in the production of chemicals, plastic, and fiber raw
materials to provide customers with a stable source of materials and
lay a solid foundation for related industries. The solid long-term
cooperation has allowed the customers to show steady growth.
b. Improving raw material self-sufficiency rate
The completion of the sixth naphtha cracker has greatly eased the
problem of long-term raw material shortage in Taiwan and reduced
the degree of dependence on foreign countries. Current
self-efficiency rate of Ethylene in Taiwan reaches above 90 percent,
therefore, greatly mitigating the dependence of Ethylene import and
enhancing the competitiveness of the overall industry.
c. Enhancing the competitiveness of midstream and downstream
manufacturers
In order to improve the management capabilities of the middle and
lower suppliers of the plastic industry, the founders set up a series of
management courses at the early stage, and actively shared the
Company's system and experience with the industry. The Company
has received positive feedback while strengthening the
competitiveness of customers. So far, if other companies come visit,
we are willing to share. From a management point of view, the
Company has always believed that by taking customer interests into
account, the Company will also benefit from it. In addition, in order
to cooperate with customers to expand the market, the Company also
activelysupports customers andprovides after-sales service.

60

Evaluation Item Implementation Status(Note) Implementation Status(Note) Implementation Status(Note) Deviations from the
“Corporate Governance
Best Practice Principles for
TWSE/TPEx Listed
Companies” and Reasons
Yes No Summary
d. E-commerce saves costs and improves efficiency
In order to improve the efficiency of the transaction process with the
customer, the customer can get instant information and respond
quickly when placing orders, order progress inquiries, receipts and
payments, the Company officially established the Formosa Plastics
E-Commerce Center in January 2001. This B2B online trading portal
imports the e-commerce trading system, coordinates the management
of internal resources and strengths, and integrates upstream and
downstream supply chain systems and customer business
relationships.

61

Evaluation Item Evaluation Item Implementation Status(Note) Implementation Status(Note) Implementation Status(Note) Deviations from the
“Corporate Governance
Best Practice Principles for
TWSE/TPEx Listed
Companies” and Reasons
Yes No Summary
9. Please specify the Company's measures to improve the items listed in the corporate governance review result by Taiwan Stock Exchange's
Corporate Governance Center and the improvement plans for items yet to be completed.
(1)The Company has ranked among the top 20 percentile of all listed companies that participated in the 5th Corporate Governance Evaluation in
2018.The followingis a description on improvements the Companyhas undertaken based ongovernance evaluation indicators::
Evaluation Indicator
Reason for Deviations
Improvement Status
1.Did the Company upload the English version
of the annual report 7 days before convening
the shareholders' meeting?
The Company did not prepare the English
version of annual report in 2018.
The English version of the annual report
was published in 2019 and uploaded 7
days before the shareholders' meeting
whichwasheld onJune 5,2019.
2.Did the Company set up a full-time
corporate governance officer who are
responsible for corporate governance-related
tasks, and explain the operation and
implementation status in the annual report
and company website?
The Company had not set up a full-time
corporate governance officer in 2018.
The Company set up a corporation
governance officer which has been
approved by Board of Directors on May
3, 2019.
(2)The Corporate Governance Center of the Taiwan Stock Exchange Co., Ltd. in April 2020 released the results of the 6th Corporate Governance
Evaluation in 2019. The Company has ranked among the top 20 percentile of all listed companies that participated in the evaluation. The
followingis a descriptionon improvements the Companyhas undertakenbased ongovernance evaluation indicators:
Evaluation Indicator
Reason for Deviations
Improvement Status
1.Does the Company simultaneously disclose
material information in English?
The Company did not disclose material
information in English in 2019.
Material information will also be
disclosed in English starting from 2020.
2.Did the company establish a standard to
measure the performance of the Board of
Directors and implement it annually?
The Company has not yet established a
performance evaluation method for the
Board of Directors.
Performance evaluation method will
implement the evaluation of the Board
of Directors in 2020.
Evaluation Item Evaluation Item Implementation Status(Note) Implementation Status(Note) Implementation Status(Note) Deviations from the
“Corporate Governance
Best Practice Principles for
TWSE/TPEx Listed
Companies” and Reasons
Yes No Summary
9. Please specify the Company's measures to improve the items listed in the corporate governance review result by Taiwan Stock Exchange's
Corporate Governance Center and the improvement plans for items yet to be completed.
(1)The Company has ranked among the top 20 percentile of all listed companies that participated in the 5th Corporate Governance Evaluation in
2018.The followingis a description on improvements the Companyhas undertaken based ongovernance evaluation indicators::
Evaluation Indicator
Reason for Deviations
Improvement Status
1.Did the Company upload the English version
of the annual report 7 days before convening
the shareholders' meeting?
The Company did not prepare the English
version of annual report in 2018.
The English version of the annual report
was published in 2019 and uploaded 7
days before the shareholders' meeting
whichwasheld onJune 5,2019.
2.Did the Company set up a full-time
corporate governance officer who are
responsible for corporate governance-related
tasks, and explain the operation and
implementation status in the annual report
and company website?
The Company had not set up a full-time
corporate governance officer in 2018.
The Company set up a corporation
governance officer which has been
approved by Board of Directors on May
3, 2019.
(2)The Corporate Governance Center of the Taiwan Stock Exchange Co., Ltd. in April 2020 released the results of the 6th Corporate Governance
Evaluation in 2019. The Company has ranked among the top 20 percentile of all listed companies that participated in the evaluation. The
followingis a descriptionon improvements the Companyhas undertakenbased ongovernance evaluation indicators:
Evaluation Indicator
Reason for Deviations
Improvement Status
1.Does the Company simultaneously disclose
material information in English?
The Company did not disclose material
information in English in 2019.
Material information will also be
disclosed in English starting from 2020.
2.Did the company establish a standard to
measure the performance of the Board of
Directors and implement it annually?
The Company has not yet established a
performance evaluation method for the
Board of Directors.
Performance evaluation method will
implement the evaluation of the Board
of Directors in 2020.

Note: Provide a brief description in the appropriate column regardless whether "yes" or "no" is selected.

62

3.3.4 Composition, Responsibilities and Operations of the Remuneration Committee

A. Professional Qualifications and Independence Analysis of Remuneration Committee Members

Title Criteria
Name

Meets One of the Following Professional
Qualification Requirements, Together with at
Least Five Years’ Work Experience

Meets One of the Following Professional
Qualification Requirements, Together with at
Least Five Years’ Work Experience

Meets One of the Following Professional
Qualification Requirements, Together with at
Least Five Years’ Work Experience
Independence Criteria
(Note2)
Independence Criteria
(Note2)
Independence Criteria
(Note2)
Independence Criteria
(Note2)
Independence Criteria
(Note2)
Independence Criteria
(Note2)
Independence Criteria
(Note2)
Independence Criteria
(Note2)
Independence Criteria
(Note2)
Independence Criteria
(Note2)
Number of
Other Public
Companies in
Which the
Individual is
Concurrently
Serving as an
Remuneration
Committee
Member
Remarks
An instructor or
higher position
in a department
of commerce,
law, finance,
accounting, or
other academic
department
related to the
business needs
of the Company
in a public or
private junior
college, college
or university
A judge, public
prosecutor,
attorney, Certified
Public
Accountant, or
other professional
or technical
specialist who has
passed a national
examination and
been awarded a
certificate in a
profession
necessary for the
business of the
Company
Has work
experience
in the areas
of
commerce,
law, finance,
or
accounting,
or otherwise
necessary
for the
business of
the
Company

1
2 3 4 5 6 7 8 9 10
Convener Chen,
Ruey
Long
2
Committee
Member
Huang,
Hui Chen
0
Committee
Member
Chien, Tai
Lang
2

Note1:Title should be filled in director, independent director or others.

  • Note2:Tick ” in the appropriate corresponding boxes if the members qualify the following conditions during the two years before being elected or during the term of office

  • Not an employee of the Company or any of its affiliates.

  • Not a director or supervisor of affiliated companies. Not applicable in cases where the person is an independent director of the parent company, or any subsidiary in which the Company holds, directly or indirectly, more than 50% of the voting shares.

  • Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person under others’ names, in an aggregate amount of 1% or more of the total number of outstanding shares of the Company, or ranking in the top 10 in holdings.

  • Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any of the persons in the preceding three sub-paragraphs.

  • Not a director, supervisor, or employee of a corporate shareholder who directly holds 5% or more of the total number of outstanding shares of the Company, or who holds shares ranking in the top five holdings.

63

  1. Not a director, supervisor, or employee of other companies controlled by the same person with over half of the Company's director seats or shares with voting rights (not applicable in cases where the person is an independent director of the Company, its parent company, subsidiary, or the subsidiary of the same parent company in accordance with the Act or with local laws).

  2. Not a director, supervisor, or employee of another company or institution who is the same person or spouse of the Company's chairperson, president or equivalent position (not applicable in cases where the person is an independent director of the Company, its parent company, subsidiary, or the subsidiary of the same parent company in accordance with the Act or with local laws).

  3. Not a director, supervisor, officer, or shareholder holding 5% or more of the shares of a specified company or institution which has a financial or business relationship with the Company.

  4. Not a professional individual, who is an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that provides commercial, legal, financial, accounting services or consultation to the Company or to any affiliate of the Company, or a spouse thereof.

  5. Not a person of any conditions defined in Article 30 of the Company Law.

B. Attendance of Members at Remuneration Committee Meetings

There are 3 members in the Remuneration Committee. A total of 3 (A) Remuneration Committee meetings were held in the previous period. The attendance record of the Remuneration Committee members was as follows:

Title Name Attendance
in Person(B)
By Proxy Attendance Rate
(%)【B/A】
Remarks
Convener Chen,
Ruey
Long
2 0 67
Committee
Member
Huang,
Hui Chen

3
0 100
Committee
Member
Chien,
Tai Lang
3 0 100
Other mentionable items:
1. If the board of directors declines to adopt or modifies a recommendation of the
remuneration committee, it should specify the date of the meeting, session, content
of the motion, resolution by the board of directors, and the Company’s response to
the remuneration committee’s opinion (eg., the remuneration passed by the Board of
Directors exceeds the recommendation of the remuneration committee, the
circumstances and cause for the difference shall be specified):
None.
2. Resolutions of the remuneration committee objected to by members or subject to a
qualified opinion and recorded or declared in writing, the date of the meeting,
session, content of the motion, all members’ opinions and the response to members’
opinion should be specified:

64

Remuneration
committee
Date & Sessions
Agenda, Procedures and Resolution
Jan. 16, 2019
(1st, 2019)
1. Report the resolution from board of meeting on the grant
standards of yearend bonus, according to the grant
measures for yearend bonus and remuneration, for
managers, chiefs of finance and accounting department.
The date of payment is on January 16, 2019.
Resolution from remuneration committee: none.
Procedures from the Company: none.
Aug. 8, 2019
(2nd, 2019)
1. The degree of raise remuneration for managers is about to
the same as employees.
Resolution from remuneration committee: all attendance
approves, and submits resolution to board of meeting.
Procedures from the Company: all attendance of board of
meetingapproves the resolution.
Dec. 13, 2019
(3rd, 2019)
1. To amend the Company’s grant measures for yearend
bonus and remuneration.
Resolution from remuneration committee: all attendance
approves, and submits resolution to board of meeting.
Procedures from the Company: all attendance of board of
meetingapproves the resolution.

Note:

  • A. Remuneration Committee is composed of three independent directors one of them is elected to be a convener, and the term of service is the same as that of board of directors. Remuneration Committee call three times conferences in 2019 to draft remuneration and remuneration structures for senior management, and then submitted the results to board of directors.

  • B. The Company has built the “Regulations of the Compensation and Remuneration Committee”. In a professional and objective manner to evaluate the remuneration policies and systems of the directors and managers. Except as otherwise provided by law, the matters related shall be handled in accordance with issued by our

65

Company. Compensation Committee shall be based on the following principles when they performs the functions of the preceding paragraph:

  • The appraisal of the performance should refer to the normal level of the peers, relevance of individual performance, company performance and consider the future risks.

  • Directors and managers should not be led to engage in high-level risk appetite in order to pursuit of salary remuneration.

  • The short-term performance bonus or changes in salary compensation should be considered by the industry characteristics and the nature of the company's business

66

3.3.5 Social Responsibilities Implementation Status and Deviations from the “ Corporate Social Responsibility Best Practice Principles for TWSE/TPEx Listed Companies” :

Listed Companies”:
Evaluation Item Implementation Status(Note1) Deviations from the Corporate
Social Responsibility Best
Practice Principles for
TWSE/GTSM Listed
Companies and Reasons
Yes No Summary(Note2)
1. Does the Company conduct risk
assessment in regards to
environmental, social, and
governance topics related to
company operations in
accordance with the materiality
principle, and establish relevant
risk management policy or
strategy?(Note 3)
The Company's President Office and FPG Administration
Department assess the risks to the Company from the following
issues based on the levels of influence to stakeholders, and establish
risk policies that enable effective identification, measurement and
evaluation, supervision, and control to lower influences from
relevant risks:
1. Environmental issues: climate change, water resources,
greenhouse gas emissions, and waste management, etc.
2. Social issues: human rights, labor rights, social engagement,
and giving back to the society, etc.
3. Governance issues: strategic operations, ethical business
conduct, legal compliance, and hazardous risks, etc.
In compliance with the Article 3
paragraph 2 of the Corporate
Social Responsibility Best
Practice Principles for
TWSE/GTSM Listed
Companies.
2. Has the Company established an
exclusively (or concurrently)
dedicated unit for promoting
CSR? Is the unit empowered by
the Board of Directors to
implement CSR activities at
upper management levels? Does
the unit report the progress of
such activities to the Board of
To promote Corporate Social Responsibility, the Vice Chairman,
Hong, Fu Yuan has been appointed as the general convener and
President Office, safety and health department, and other units form
“The Corporate Social Responsibility Special Unit” which is
dedicated to the implementation of social responsibility. The
Corporate Social Responsibility Special Unit will report the work
items to the Company's Directors through internal official
documents. The unit will also reports the preparation and implement
of Corporate Social Responsibilityreport in the Board of Directors
In compliance with the Article 9
of the Corporate Social
Responsibility Best Practice
Principles for TWSE/GTSM
Listed Companies.

67

Evaluation Item Implementation Status(Note1) Deviations from the Corporate
Social Responsibility Best
Practice Principles for
TWSE/GTSM Listed
Companies and Reasons
Yes No Summary(Note2)
Directors? meetingat least one time at eachyear.
3. Environmental issues
(1) Has the Company referred to
the nature of its industry to
establish a suitable
environment management
system (EMS)?
(2) Is the Company committed to
improving usage efficiency of
various resources and utilizing
renewable resources with
reduced environmental

(1) The Company formulated the administrative standards for
security and health management, management information
systems, office automation systems, etc., and strengthened the
management of the security zone in the plants area through the
improvement of the system. In addition, the Company will
further introduce environmental accounting systems by
collecting environmental expenditure information,
environmental expenditure benefits, and informing stakeholders
of environmental protection measures. (For details of the
environmental management system based on industrial
characteristics, please refer to 3.1 Mission in Maintaining
Safety, Health, and Environmental Protection of the 2018
Corporate Social Responsibility Report. )
(2) From raw material procurement to product sales, the Company
attaches great importance to the health and safety of its
customers. Therefore, the production process is continuously
improved upon. To follow market trends and meet customer’s
needs, the Company has shifted its focus to producing non-toxic
and environmentally friendly products with improved
production processes as well as green energy products. (For
details of the specificpractices andproducts that are
In compliance with Article 13 of
the Corporate Social
Responsibility Best Practice
Principles for TWSE/GTSM
Listed Companies.
In compliance with Article 12 of
the Corporate Social
Responsibility Best Practice
Principles for TWSE/GTSM
Listed Companies.

68

Evaluation Item Implementation Status(Note1) Deviations from the Corporate
Social Responsibility Best
Practice Principles for
TWSE/GTSM Listed
Companies and Reasons
Yes No Summary(Note2)
(3)Does the Company assess
potential risks and
opportunities arising from
climate change, and establish
relevant risk management
policy or strate?
(4) Does the company monitor its
greenhouse gas (GHG)
emissions, water consumption,
and waste volume for the past
two years, and establish
policies for energy
conservation, carbon and GHG
reduction, water consumption
reduction,waste volume

environmentally friendly, please refer to 2.3.4 Product Safety
and Health Responsibility and 2.5.6 Green Procurement of the
2018 Corporate Social Responsibility Report)
(3)The Company continued to assess potential risks and
opportunities arising from climate change in aspects of finance,
reputation, global economy, energy cost volatility, and
environmental compliance costs, set energy conservation targets
and measures, and develop eco-friendly products to keep the
business operations stable and competitive. (Please refer to 3.3.1
Response Strategies to Climate Change Risks of the 2018
Corporate Social Responsibility Report.)
(4)The Company regularly commissions BSI (British Standards
Association) and SGS (Taiwan Inspection and Technology
Corporation) to conduct greenhouse gas inventory. For energy
conservation and carbon reduction, the Company will set a
specific reduction target each year. (For further details, please
refer to 3.2 Water Resource Use and Management ~3.7
Description of Material Environmental Issues of the 2018
Corporate Social Responsibility Report.)
In compliance with Article 17,
paragraph 1 of the Corporate
Social Responsibility Best
Practice Principles for
TWSE/GTSM Listed
Companies.
In compliance with Article 17,
paragraph 2~3 of the Corporate
Social Responsibility Best
Practice Principles for
TWSE/GTSM Listed
Companies.

69

Evaluation Item Implementation Status(Note1) Implementation Status(Note1) Implementation Status(Note1) Deviations from the Corporate
Social Responsibility Best
Practice Principles for
TWSE/GTSM Listed
Companies and Reasons
Yes No Summary(Note2)
reduction accordingly?
4. Social issues
(1) Has the Company referred to
relevant laws and international
human rights instruments to
establish relevant management
policies and procedures?
(1) In order to guarantee the human right of employees, customers
and stakeholders of the Company, the Company complies with
relevant employment relations acts such as the Labor Standard
Act, UN Unversal Declaration of human Rights, and UN
Guiding Principles on Business & Human Rights, International
Labor Office Tripartite Declaration of Principles Concerning
Multinational Enterprises and Social Policy, etc. The Company
also complies with the various labor laws and regulations of the
Republic of China and the local laws and regulations of each
operating branch. The Company also complies relevant labor
laws to formulate personnel rules and regulations to protect
employees' rights and interests. It also provides stable and
excellent treatment, complete education and training, promotion
and development system, and a safe and healthy working
environment to enhance the professional competence of
employees. The Chairman of the Company, Wen Yuan Wong
officially signed the human rights policy in August, 2018. For
details, please refer to the official website of the
Company.(http://www.fcfc.com.tw/CSR/TW/)。
In compliance with Article 18 of
the Corporate Social
Responsibility Best Practice
Principles for TWSE/GTSM
Listed Companies.

70

Evaluation Item Implementation Status(Note1) Implementation Status(Note1) Implementation Status(Note1) Deviations from the Corporate
Social Responsibility Best
Practice Principles for
TWSE/GTSM Listed
Companies and Reasons
Yes No Summary(Note2)
(2)Did the company establish and
implement reasonable employee
benefits (including
compensations, holidays, and
other benefits), and
appropriately reflect its business
performance and results on its
employee compensations?
(3) Has the Company provided
employees with safe and
healthy work environments as
well as regular classes on
health and safety?



(2) a.The Company has clear regulations on employee promotion,
assessment, training, rewards, and punishments. The salary for
new recruits is based on the qualifications required for the job.
Female and male employees of the same position and rank
receive equal pay for equal work. Employee performance is
reviewed regularly in order for raise and promotion to be given
accordingly.
b. The Company's fixed holidays are Saturdays, Sundays, national
holidays, and other holidays as stipulated by the central
competent authority. Annual leaves are also given to employees
pursuant to the Labor Standards Act.
c. Article 39 of the Articles of Incorporation of the Company
states that when allocating the net profits for each fiscal year,
the Company shall set aside 0.05% to 0.5% of the balance of
pre-tax profit prior to deducting employees compensation as
compensation of employees. In addition, the Company provide
year-end bonus and formulate the degree of salary increase each
year according to operation performance of the Company.
(3)The Company regularly provides health and education
information for employees. In order to enhance employees'
safety and health awareness, the Company distributes "work
hazard reminder cards" and "safety and hygiene manuals" to
remind employees of work safetythrough education,training,


paragraph 2 of the Corporate
Social Responsibility Best
Practice Principles for
TWSE/GTSM Listed
Companies.
In compliance with Article 20 of
the Corporate Social
Responsibility Best Practice
Principles for TWSE/GTSM
Listed Companies.

71

Evaluation Item Implementation Status(Note1) Implementation Status(Note1) Implementation Status(Note1) Deviations from the Corporate
Social Responsibility Best
Practice Principles for
TWSE/GTSM Listed
Companies and Reasons
Yes No Summary(Note2)
(4) Has the Company established
an effective competency
development career training
program for employees?
(5) Does the company follow
relevant laws, regulations and
international guidelines in
terms of customer health,
safety, and privacy, as well as
when marketingor labelingits

and safety observation. (For details on how to improve employee
safety in the workplace, please refer to 4.4 A Healthy and Safe
Workplace Environment of the 2018 Corporate Social
Responsibility Report.
(4)Through the e-training management system, the Company
ensures that personnel are gradually completing the training of
new personnel, foundation, professional and cadre reserve. In
addition, in line with the work and safety needs of individual
units, counseling staff with professional licenses hold occasional
seminars on various topics as well as strengthening human rights
and workplace safety awareness courses. For more details of the
lessons of human rights, please refer to the official website of
the Company.( http://www.fcfc.com.tw/CSR/TW)(For specific
training practices, please refer to 4.3 Human Capital
Developmentof the 2018 Corporate Social Responsibility
Report.)
(5) a.Since most of the products produced by the Company are not
directly sold to general consumers, there are fewer marketing
activities such as media advertisements and campaigns. If
there are promotion activities involving regulations, all units
will first consult the legal office to avoid violation.To protect
customer privacy, the Company has established the "Personal


In compliance with Article 21,
paragraph 1 of the Corporate
Social Responsibility Best
Practice Principles for
TWSE/GTSM Listed
Companies.
In compliance with Article 24 of
the Corporate Social
Responsibility Best Practice
Principles for TWSE/GTSM
Listed Companies.

72

Evaluation Item Implementation Status(Note1) Implementation Status(Note1) Implementation Status(Note1) Deviations from the Corporate
Social Responsibility Best
Practice Principles for
TWSE/GTSM Listed
Companies and Reasons
Yes No Summary(Note2)
products and services and has
the company established
relevant consumer protection
policies and grievance
procedures?
(6)Has the company established
supplier management policy
and require suppliers to comply
with relevant standards on
environmental protection,
occupational safetyand health,

Data Management Procedures" to strictly limit the use and
control on any queries into personal data.
b. Customer relationship management is an important part of the
Company's sustainable operation. In order to understand the
valuable opinions of customers, the Company has clearly
defined the customer complaints pipeline as well as return and
compensation application procedures so that customers can
express relevant appeals through the Response Form. Product
complaints are handled by the salesperson filling out the
Customer Complaint Handling Form for all returns and
exchanges. The process is also monitored by the computer
system. Another method for customers to make inquiries or
comments is to contact the telephone number or e-mail address
listed on the official website. Comments and suggestions are
prioritized according to the level of importance and timeliness.
They are then forwarded to the relevant departments to ensure
that the Company meets all customers’ needs.
(6)During procurement, the Company has always required upstream
suppliers to meet RoHS, ISO, and related national industrial
safety standards, where all goods must be suitably labeled
according to the nature of the products, i.e. warning labels.
Suppliers should also adopt appropriate recycling procedures for
used containers or deliveryvehicles. Products manufactured by


In compliance with Article 26 of
the Corporate Social
Responsibility Best Practice
Principles for TWSE/GTSM
Listed Companies.

73

Evaluation Item Implementation Status(Note1) Implementation Status(Note1) Implementation Status(Note1) Deviations from the Corporate
Social Responsibility Best
Practice Principles for
TWSE/GTSM Listed
Companies and Reasons
Yes No Summary(Note2)
or labor and human rights
issues?
the disadvantaged and products with non-radioactive labels are
prioritized for procurement. The “Price Inquiries” and “Orders”
include requirements for suppliers that they comply with the
regulations and fair trade principles. The Company commits itself
to ensuring that the partners meet environment protection,
industrial safety, and human rights requirements. Non-compliant
manufacturers will be rejected and placed under manufacturer
evaluation. When purchasing materials, parts or products
containing metal components, suppliers are required to
investigate whether they meet the "conflict-free metal" to ensure
that the purchased raw materials are obtained through legal
channels. (For further details, please refer to 2.5 Customer
Service and Supply Chain Relations of the 2018 Corporate Social
Responsibility Report.)
5.Does the company refer to
guidelines for the preparation of
internationally accepted reports
and prepare corporate social
responsibility reports and other
reports that disclose the company's
non-financial information? Has the
aforementioned statement received



The content structure of the Company’s 2018Corporate Social
Responsibility Report is based on the Global Resiliency Reporting
Association's GRI standards guidelines, written in accordance with
the guidelines and framework outlined in the Core Options, and
exposes the Company's main sustainability issues, strategies, goals
and objectives, as well as measures. Verified by the British
Standards Association (BSI), an impartial third-party unit, and is
disclosed in accordance with the core options,and ispresented in
In compliance with Article 29 of
the Corporate Social
Responsibility Best Practice
Principles for TWSE/GTSM
Listed Companies.

74

Evaluation Item Implementation Status(Note1) Implementation Status(Note1) Implementation Status(Note1) Deviations from the Corporate
Social Responsibility Best
Practice Principles for
TWSE/GTSM Listed
Companies and Reasons
Yes No Summary(Note2)
any validation or guarantee from
third-party accreditation/attestation
organization?
international common indicators.
6. Where the Company has established its own Best Practices on CSR according to the Corporate Social Responsibility Best Practice Principles for
TWSE/TPEx Listed Companies, please describe any differences between the prescribed best practices and actual implementations taken by the
Company:
Note:The Company passed the resolution of the “Corporate Social Responsibility Code” as set out in the resolution of the Board of Directors on August 11,
2015. Although the Company's practice has been slightly revised, the established code and the “the Corporate Social Responsibility Best Practice
Principles for TWSE/GTSM Listed Companies” comply with the same spirit. For the operation of the Company's Corporate Social Responsibility,
please refer to the 2018 Corporate Social ResponsibilityReport and website description.
7. Other important and helpful information in understanding CSR operation:
Explanation 1: Relevant systems and structures
In order to effectively integrate and promote the Company's social responsibility, the Company established a “Social Responsibility Work
Promotion Center,” which is responsible for strategy formulation and performance supervision. The medical and educational units of all companies,
offices, staff unit and non-profit organizations collaborate to promote social responsibility. On the other hand, the seven foundations and charitable
trusts funded by the founders, Mr. Wang Yong-ching and Mr. Wang Yong-tsai, also play an important role. They have long held the concept of
“Take from society, give back to society” to invest in social welfare and do our part to improve social care and reduce social problems. Under the
"Social Responsibility Promotion Center", the "Afforestation Team" and the "Energy Conservation and Carbon Reduction Group" have been set up.
The company as a whole will be responsible for setting up a dedicated safety and health department with the responsibility of each plant as the center
and related business divisions to improve the environmental quality. The charity and neighborly care group has been organized to care for the
disadvantaged groups, set up medical centers to offer emergency relief, etc. in order to achieve important tasks of reducing energy consumption and
pollution, creating an ecological environment balance, and successfully achieving various social responsibility work plans.
Explanation 2: Social welfare engagement of the enterprise

Note : The Company passed the resolution of the “Corporate Social Responsibility Code” as set out in the resolution of the Board of Directors on August 11, 2015. Although the Company's practice has been slightly revised, the established code and the “the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies” comply with the same spirit. For the operation of the Company's Corporate Social Responsibility, please refer to the 2018 Corporate Social Responsibility Report and website description.

75

Evaluation Item Implementation Status(Note1) Implementation Status(Note1) Implementation Status(Note1) Deviations from the Corporate
Social Responsibility Best
Practice Principles for
TWSE/GTSM Listed
Companies and Reasons
Yes No Summary(Note2)
1. The system, measures, and performance of environmental protection, safety, and health:
Since its establishment, the Company has always adhered to the philosophy of "industrial development and environmental protection," and
pursues social responsibility and sustainable business. Therefore, it attaches great importance to the work of environmental protection.
Following this concept, the Company adopts the latest international technology for production processes and environmental protection
equipment. For example, when building a power plant more than a decade ago, the Company was the first in the country to insist on the use of
closed coal bunkers. Coal dust no longer polluted the air, and BACT is used to make pollution emissions far below domestic and international
standards. Although the construction cost increased, the intangible environmental improvement and the reduction of resource waste and cost
reduction can be obtained. In addition to selecting the best production processes and environmental protection equipment at the beginning of the
planning period, the Company also took into consideration of the integration of upstream, middle, and downstream processes, and recycles the
by-products and wastes of the upstream process as raw materials and fuels for the middle and downstream processes by fully integrating and
reusing waste gas, waste heat and low-level energy between the plants, make the best use of resources and energy, reduce energy and waste
resources, we pursue the goal of achieving an eco-industrial park. For example, the power and steam consumption per unit of product in 2019
years has decreased by 59.2% and 72.9% respectively since the trial operation began in 1999. Future reduction targets will continue to be
promoted. The spirit of the Company is to always find out the root cause of any problem, continues to improve,consists in stopping in perfect
goodness. Through continuous improvement, the Company will continue to improve the efficiency of equipment operation to reduce energy and
resource use, and strengthen the competitiveness of sustainable operation.
Taking water conservation as an example, from 1999 years to 2019, the sixth naphtha cracker has invested 8.51billion dollars to complete
2,082 improvement cases, saving 279,300 tons of water per day. The 280 ongoing cases will receive 2.29 billion dollars of investment to achieve
the target of saving 17,400 tons of water per day. The total investment is 10.8 billion dollars. After the completion, the annual benefit will be
approximately 1.32 billion dollars. In terms of energy conservation and carbon reduction, the sixth naphtha cracker has also invested 19.93 billion
dollars 7,079 improvement cases have been completed, reducing about 10.893 million tons of CO2. 1,208 ongoing cases will receive 1.32 billion
dollars. It is estimated that an additional 1.373million tons of CO2will be reduced, with a total investment of 27.53 billion dollars. The end
benefits will be about 32.74 billion dollars per year.
The above-mentioned results can be affirmed bythe Companyawards from 159 business units and commendations from the competent

76

Evaluation Item Implementation Status(Note1) Implementation Status(Note1) Implementation Status(Note1) Deviations from the Corporate
Social Responsibility Best
Practice Principles for
TWSE/GTSM Listed
Companies and Reasons
Yes No Summary(Note2)
authorities of the Ministry of Economic Affairs, the Water Resources Department, the Industrial Bureau, the Energy Bureau, and the
Environmental Protection Agency during the 12 last years between 2008 and 2019.
In addition to adopting the best international production process, doing environmental protection work such as pollution prevention, clean
production, energy conservation, carbon reduction, and water conservation to reach the goal of becoming ecological industrial parks, the
Company also follows the trend of the times and pays attention to global warming. In recent years, the Company has promoted tree planting in the
factory area. The Company have actively promoted the greening of various factories. At present, the Company have planted nearly 2 million trees
and 390,000 square meters of shrubs, which can absorb about 15,000 tons of CO2per year. Providing a green aerobic environment for employees
and nearby residents, and taking into account the best of both industrial development and environmental protection. Traditional factories give the
impression that there are few green spaces and trees, and even chimneys emit black smoke from time to time, causing air pollution. The direction
of the Company's various factories is to change the minds of people to create a green landscape just like the park, and to turn air pollution into a
natural landscape.
At the same time, the Company also responded to the government's afforestation and carbon reduction plan and cooperated with the
Yunlin County Government to promote flatland afforestation and carbon reduction activities. In 2011, the Company started to receive a
10-year afforestation and carbon reduction subsidies. As of 2019, the Company has received the flatland afforestation award in Yunlin
County, with an application area of 1,094 hectares, and about 1.206 billion in subsidies have been provided to the afforestation applicants,
contributing to the afforestation and carbon reduction.
The Company also fully cooperates with the Environmental Protection Agency to promote green procurement of private enterprises to
implement the energy-saving and carbon-reduction green consumption policy. The statistical green procurement amount of the Company in
2019 is 293 million dollars.
In the future, the Company will continue to take into account the concept of environmental protection and economic development, and
implement various measures such as water conservation, energy conservation and carbon reduction, sustainable use of resources and friendly
environment in order to fulfill social responsibilities.
In addition, providing a healthy and safe working environment is the responsibility of the Company to employees and their dependents.
Therefore,"SafetyFirst" is an importantprinciple for us to cherish our employees. In addition to establishinga reward system,employees and

In addition to adopting the best international production process, doing environmental protection work such as pollution prevention, clean production, energy conservation, carbon reduction, and water conservation to reach the goal of becoming ecological industrial parks, the Company also follows the trend of the times and pays attention to global warming. In recent years, the Company has promoted tree planting in the factory area. The Company have actively promoted the greening of various factories. At present, the Company have planted nearly 2 million trees and 390,000 square meters of shrubs, which can absorb about 15,000 tons of CO2 per year. Providing a green aerobic environment for employees and nearby residents, and taking into account the best of both industrial development and environmental protection. Traditional factories give the impression that there are few green spaces and trees, and even chimneys emit black smoke from time to time, causing air pollution. The direction of the Company's various factories is to change the minds of people to create a green landscape just like the park, and to turn air pollution into a natural landscape.

At the same time, the Company also responded to the government's afforestation and carbon reduction plan and cooperated with the Yunlin County Government to promote flatland afforestation and carbon reduction activities. In 2011, the Company started to receive a 10-year afforestation and carbon reduction subsidies. As of 2019, the Company has received the flatland afforestation award in Yunlin County, with an application area of 1,094 hectares, and about 1.206 billion in subsidies have been provided to the afforestation applicants, contributing to the afforestation and carbon reduction.

77

Evaluation Item Implementation Status(Note1) Implementation Status(Note1) Implementation Status(Note1) Deviations from the Corporate
Social Responsibility Best
Practice Principles for
TWSE/GTSM Listed
Companies and Reasons
Yes No Summary(Note2)
contractors are encouraged to raise issues with unsatisfactory behaviors and false alarms. Departments with zero occupational disasters are also
rewarded, encouraging all units to report potential hazards, and report abnormalities, and unsafe behaviors. The quarterly review eliminates
potential hazards and conducts inter-departmental competitions and performance reviews to increase employee engagement.
2. Community participation: the Company is deeply rooted in Taiwan. Factories are distributed all over Taiwan. We strive to become a “good
neighbor” with the surrounding residents by setting up a dedicated group in each factory to communicate with residents and provide all kinds of
assistance. In addition, we continue to mobilize our staff to clean up neighborhood streets and beaches, continually invest in local public welfare
activities, and assist in caring for families and disadvantaged groups, so that our employees and community residents can be integrated.
Employees have also spontaneously formed a charity group, responding to the feedback to the neighborhood, and by long-term and continuous
attention, gradually expand human care and love to every corner of the society to jointly establish a peaceful society.
3. Social contribution, social services, social welfare, and other social responsibility activities:
Based on the spirit of " Take from society, give back to society ", the Company is committed to the sustainable operation and continues to give
back to the society and fulfill its social responsibilities with the management policy of "quality, reputation, service, and environmental
protection." Our results in social responsibility are also recorded in the "Corporate Social Responsibility Report."
In addition to dedicating to business operations, we also invest in medical care, education, and various social welfare undertakings to fulfill
Corporate Social Responsibility:
(1) Medical treatment: Chang Gung Memorial Hospital was established in 1976. It is committed to "improving medical standards and creating
social well-being" and has the courage to challenge the status quo. It not only drives the reform and progress of the medical community but
also won the trust of the general public. Now, in Taiwan, there are four major sectors, the North Sector (including Keelung, Lover Lake,
Taipei, Linkou, Taoyuan, and other nursing homes), Chiayi Sector, Yunlin Sector, and Kaohsiung Sector (Kaohsiung and Fengshan Hospital).
In services, it is also the largest and most complete medical institution in Asia, from emergency medical treatment to rehabilitation, health
care, and senior care. Chang Gung Memorial Hospital also donated 999 sets of artificial electronic ears for the benefit of hearing-impaired
children, and set up a social service fund to subsidize poor patients for long-term treatment. As of the end of 2019, it has spent 9.14 billion
dollars and continues to provide the medical assistance needed in remote and undeveloped countries.
(2) Education: In the 1960s,various industries in Taiwan flourished. In view of the shortage of industrial talents,the Companyfounded Mingzhi

78

Evaluation Item Implementation Status(Note1) Implementation Status(Note1) Implementation Status(Note1) Deviations from the Corporate
Social Responsibility Best
Practice Principles for
TWSE/GTSM Listed
Companies and Reasons
Yes No Summary(Note2)
Institute of Technology (now Mingzhi University of Science and Technology) to provide the students from poor families a chance to study and
work at the same time. Later, Chang Gung Medical College (now Chang Gung University) and Chang Gung College (now Chang Gung
University of Science and Technology) were established to cultivate students' diligence and simplicity by combining theory and practice, and
to cultivate excellent industrial middle cadres and medical staff. Since the beginning of the 1995, the Company started funding for Aboriginal
youth education and employment opportunities. The total donation amount is approximately 1.7 billion dollars, and the number of assisted
people reached 5,484.
(3) Disaster relief: assisting in the 921 earthquake (1999), Morakot wind disaster (2009), Kaohsiung gas explosion incident (2014), Tainan
earthquake (2016), Nibble wind disaster (2016) , Hualien earthquake (2018) and other disaster relief in reconstruction and the rehabilitation of
schools in the disaster areas. So far, 76 primary and secondary schools have been fully sponsored by the Company.
(4) Other social welfare: In addition to medical and education, the founders of Formosa Plastics have set up seven foundations and charitable
social welfare funds. Through the operation of the foundations and the active participation of companies within the corporation, they continue
to promote and donate to various social welfare undertakings, such as:
A. Nearly 1.15 million doses of Streptococcus pneumonia vaccines to promote the free vaccination program for the elderly over 75 years old to
improve their health and quality of life.
B. Continue to promote the "Professional Service of Early Treatment Effectiveness Improvement Program" to systematically and comprehensively
improve the quality of Taiwan's overall early treatment services. Currently, 92 institutions have been provided with relevant medical assistance
and subsidies; and an "early treatment professional communication platform" has been established. Information on national early treatment
activities, treatment articles, and teaching files are shared.
C. Support the inmates: donated to the Yunlin Second Prison, Kaohsiung Prison, and Taipei Prison to handle the Wang Jhan-Yang Foundation
Rainbow Project (drug-addicted HIV inmates), with three courses of physiological education, psychological counseling, and vocational training
the project assists drug-addicted prisoners with HIV to cultivate life skills, repair family relationships and reintegrate into society. Cooperation
with Yunlin Second Prison and Kaohsiung Prison to handle the Wang Jhan-Yang charitable trust fund Xiangyang project (drug inmates) to
assist inmates in returning to the society is also conducted. Collaboration with the Correctional Affairs Department of the Ministry of Justice in
2017 to expand the XiangyangProject in threeprisons includingHualien Prison,Tainan Prison,and KaohsiungWomen's Prison.

79

Evaluation Item Implementation Status(Note1) Implementation Status(Note1) Implementation Status(Note1) Deviations from the Corporate
Social Responsibility Best
Practice Principles for
TWSE/GTSM Listed
Companies and Reasons
Yes No Summary(Note2)
D. Promote various scholarships and work-study programs: such as the Children's Education Assistance Program, Disadvantaged Student
Scholarship, and the Student Financial Aid Program in Remote Areas, to help the economically disadvantaged or disabled children and young
students to be able to receive education unhindered. The Excellent Talents Development Program provides long-term scholarships for
outstanding students from disadvantaged backgrounds to assist them in academic and moral development. In addition, we will promote
semester and summer work-study programs, match students to work in social welfare institutions, cultivate the service spirit of students
contributing to society, and reduce institutional operating costs and expenditures to serve more vulnerable people.
E. Women and Children's Welfare: a. Promote the nutritional breakfast subsidy for the vulnerable children in the neighboring 7 Township for
Mailiao Factory, b. Promote the economic assistance program for victims of domestic abuse, c. Promote the medical treatment and economic
assistance of patients with rare diseases, d. Donation to Taitung and Hualien English Assistance Program, an introduction of outstanding
American college students to primary schools in remote areas for English teaching, e. Promote the nutritional breakfast subsidy for the
vulnerable Junior High School students of Pingtung County, f. Donation the nutritional lunch subsidy for all public elementary and junior high
school students of Yunlin County, g. Donation Scholarship for Orphan, h. Donation living expenses for Preschool children from disadvantaged
families.
F. Elderly welfare: a. promote the elderly housing improvement and appliance donation plan, b. Mailiao and Taixi Township meal delivery plan
for elderly living alone, c. promote the ‘’Active Aging Center’’ corporately in Taiwan. Members in this center would participate in five major
classes (of the elderly) through package-based individual planning courses, including health management, brain training, vitality, physical
training and social participation, to maintain their health, preventing disability, and effectiveness of helping healthy elderly people improve,
d. Donate to the elderly daycare center shuttle bus and dream plan, e. Elderly welfare institution lighting improvements plan. f. Donation
daycare and health promotion for elder in Remote Areas.
G. Vulnerable group support: a. Donation to social welfare institutions daily necessities and rice, b. The low-income households near Mailiao
factory receive gifts and bonus for the three most important Chinese holidays c. Emergency Allowances plan, d. Donation of daily necessities to
the Christian Relief Association food bank. e. Promoting Homeless Assistance Program, including the establishment of supportive housing and
the subsidy of kitchen facilities, to support the homeless to live as independently as possible within their community., f. Promote「The design
and implementation of intelligent support system in longterm care」and「Love Health Volunteer Promotion Program」.

80

Evaluation Item Implementation Status(Note1) Implementation Status(Note1) Implementation Status(Note1) Deviations from the Corporate
Social Responsibility Best
Practice Principles for
TWSE/GTSM Listed
Companies and Reasons
Yes No Summary(Note2)
H. Institutional support: a. Donation of social welfare institutions to purchase facilities and equipment(Yunlin Huasheng Qieneng Center, Tainan
Infant Development Center, Tainan Luyi Qizhi Center’s Car Wash Factory set up, Hualien Shengyuan Nursing home, Hualien Dawn Nursery
School, Hualien Youth House, Hualien Xinwang Adolescent School, Fenglin Hospital’s transportation vehicles for township medical treatment,
Yilan Shengjiamin Qizhi Center management system set up), b. Donation of social welfare institutions for construction and repair(Yunlin
County Youth Rehabilitation Association, Taitung Anisev Children's House basketball court Reorganization project), c. Donate funds for
vulnerable groups to help plan(long-term shelter plan for the violent families of the New Taipei City, donation of poverty inmates shelters for
daily necessities, subsidize technical training equipment to Correction Organizations and Juvenile Correction Organizations ) ,d. donation of
mooncakes to social welfare institutions.
I. Promote the development of Taiwan's distinctive culture: sponsoring the "Ming Hwa Yuan Art & Cultural Group", " I Wan Jan Puppet Theater
", "Ifkids Theatre", "Da Long Jin Golden Lion Group", "Apple Theatre" to go on tours in the countryside; sponsor Yunlin puppet theater.
J. Institutional support: a. Donation of social welfare institutions to purchase facilities and equipment and construction and repair (34 social
welfare institutions), b. Donate funds for vulnerable groups to help plan(Kaohsiung City Government, Taoyuan City Government, Keelung City
Government,ChiaYi CountyGovernment) ,c. donation of mooncakes to social welfare institutions.
  • Note 1.When the operation item is checked "yes", please describe important policies, strategies, measures, and implementation status adopted, If the operation item is checked "no", please explain reasons and describe relevant policies strategies, or measure to be adopted.

  • Note 2.Companies who have compiled CSR reports may specify the ways to access the CSR and the page numbers of the cited content in place of the above-requested description.

  • Note 3. Materiality principle refers to any environmental, social, or governance issues that pose material influences to investors and other stakeholders of the company.

81

3.3.6 Fulfillment of Code of Ethics and Business Conduct and measures adopted :

Fulfillment of Code of Ethics and Business Conduct and Deviations from the “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies,” and Reasons :

Evaluation Item Implementation Status(Note1) Implementation Status(Note1) Implementation Status(Note1) Deviations from the
Ethical Corporate
Management Best
Practice Principles
for TWSE/GTSM
Listed Companies,
and Reasons
Yes No Summary
1. Stipulating policies and plans for
ethical corporate management
(1) Has the Company established
the Code of Ethics and
Business Conduct, which have
been approved by the Board of
Directors, and clearly stipulated
regulations and policies for
ethical business conduct and
relevant guidelines in company
articles and external
documents? Does the
Company’s Directors and
management team actively
fulfill their commitment to
corporate policies?

(1) The Company complies with the Company Act, the securities trading
law, and other related regulations, and upholding the “Diligence,
Perseverance, Frugality and Trustworthiness” enterprise spirit in order
to comply with the law and ethical standards. With the business
philosophy of honesty, integrity, fairness, and transparency,
self-discipline, and responsibility, the Company has established the
Code of Ethics and Business Conduct, which have been approved by
the Board of Directors. With the Company's President Office as the
driving unit to formulate and implement various ethical policies, the
Company establishes a good corporate governance and risk control
mechanism, to seek sustainable development of the Company. The
Board of Directors and management also promises to actively
implement and supervise the implementation of the integrity
management policy.













In compliance with
Article 4 and Article
5 of the “Ethical
Corporate
Management Best
Practice Principles for
TWSE/GTSM Listed
Companies.”

82

Evaluation Item Implementation Status(Note1) Implementation Status(Note1) Implementation Status(Note1) Deviations from the
Ethical Corporate
Management Best
Practice Principles
for TWSE/GTSM
Listed Companies,
and Reasons
Yes No Summary
(2) Has the company established a
risk assessment mechanism
against unethical conduct,
regularly analyzed business
activities within their business
scope which are at a higher risk
of being involved in unethical
conduct? Does the company
establish prevention programs
accordingly including measures
prescribed in Article 7
Paragraph 2 of the Ethical
Corporate Management Best
Practice Principles for
TWSE/GTSM Listed
Companie?


(2) a. The Company has established strict rules of conduct and ethics in
the rules and regulations such as the “Personnel Management
Rules” and “Working Rules”, and has specified the relevant reward
and punishment regulations. Directors, managers, servants of the
Company, or those who have substantial control capabilities are
prohibited from providing, pledge, requesting or accepting any
illegitimate interests directly or indirectly, or making other
violations of good faith, illegality, or breach of fiduciary duty to
prevent malpractice, misappropriation of public funds, acceptance
of bribes, disclosure or lies, and other acts of dishonesty.
b. The Compay analyzes and assess periodically business activities
within their business scope which are at a higher risk of being
involved in unethical conduct. For those who engage in business
activities with a high risk of dishonest behavior, the company has
clearly established “Personnel Management Rules” and “Working
Rules” which state that positions of interest for business,
procurement, contracting, supervision, and budgeting, as well as
contact with other manufacturers shall not accept business dinners
or other entertainment activities invited by the manufacturer, nor
accept the property or other interests of gifts. The offenders shall be
Though a designated
"Procedures for
Ethical Management
and Guidelines for
Conduct" have not
been set up, relevant
regulations have been
clearly defined in
other articles and
systems and carried
out in practice.

83

Evaluation Item Implementation Status(Note1) Implementation Status(Note1) Implementation Status(Note1) Deviations from the
Ethical Corporate
Management Best
Practice Principles
for TWSE/GTSM
Listed Companies,
and Reasons
Yes No Summary
(3) Has the Company established
action plans to prevent
unethical conduct? Has the
Company clearly prescribed
procedures, code of conduct,
punitive measures for
violations and appeal systems
within the said plan? Did the
action plans be implemented
accordingly?
2. Implementing ethical corporate
management
(1) Has the Company evaluated
ethical records of its

excused from office and their Supervisors shall be jointly and
severally punished. Besides, related duties have comprehensively
promoted regular rotation operations to prevent the occurrence of
any corruption.
(3)The Company has clearly stipulated regulations and policies for ethical
business conduct and relevant guidelines, code of conduct,
whistleblowing, punitive measures for violations, and grievances in
company articles and systems, including the "Personnel Management
Rules," "Code of Ethics and Business Conduct," "Guidelines for
Prevention of Insider Trading," "Whistleblowing Procedures," and
"Guidelines to Employee Grievances.". The Company has established
“Ethical Code of Conduct” for the Directors and Managers of the
Company to adhere to (please refer to page 91 of the annual report.).
The adequacy and effectiveness of regulations and policies for ethical
business conduct were reviewed on a regular basis。
(1) The contract signed by the Company for commercial activities is
In compliance with
Article 7, paragraph 1
and Article10~13 of
the “Ethical
Corporate
Management Best
Practice Principles for
TWSE/GTSM Listed
Companies.”
In compliance with

84

Evaluation Item Implementation Status(Note1) Implementation Status(Note1) Implementation Status(Note1) Deviations from the
Ethical Corporate
Management Best
Practice Principles
for TWSE/GTSM
Listed Companies,
and Reasons
Yes No Summary
counterparty? Does the contract
signed by the Company and its
trading counterparty clearly
provide terms on ethical
conduct?
(2) Has the Company designated an
exclusively (or concurrently)
dedicated unit reports its ethical
business management policy,
action plans to prevent
unethical conduct, and
implementation status of
supervisory measures to the
Board of Directors?



subject to the terms of good faith. In addition, the Company conduct
inquiries such as honesty investigations for customers, suppliers, and
other stakeholders to avoid the occurrence of dishonest behavior and
damage of the Company's rights and interests.
(2) The President Office of the Company and the general management
office of the whole enterprise are in charge of promoting ethical
business. They promote regulations and policies for ethical business
conduct .In addition, they handles and verifies whistleblowing cases
based on the Company's Whistleblowing Procedure. The department
in charge of promoting ethical business reports its ethical business
management policy, and action plans to prevent unethical conduct to
the Board of Directors at least once per year. The most recent report
dated is on December 13, 2019.They mainly report the ethical
corporate management policies, measures, implementation status of
supervisory measures and commitments of the board of directors and
management to implement business policies actively. Additionally the
internal audit report is submitted to the Independent Director monthly.
Article 9 of the
“Ethical Corporate
Management Best
Practice Principles for
TWSE/GTSM Listed
Companies.”
In compliance with
Article 17 of the
“Ethical Corporate
Management Best
Practice Principles for
TWSE/GTSM Listed
Companies.”

85

Evaluation Item Implementation Status(Note1) Implementation Status(Note1) Implementation Status(Note1) Deviations from the
Ethical Corporate
Management Best
Practice Principles
for TWSE/GTSM
Listed Companies,
and Reasons
Yes No Summary
(3) Has the Company established
policies preventing conflict of
interests, provided proper
channels of appeal, and
enforced these policies and
channels accordingly?
(4) Has the Company established
effective accountingsystems

(3) a. The Company’s standards for the Board of Directors meetings has
clearly states that if Directors or the juridical persons they represented
have a personal interest, they shall state the key aspects of the interest
in the meeting. If their interest may prejudice the interests of the
Company, the persons concerned shall not participate in the discussion
and voting of those items and shall recuse themselves from those
sessions. Also, they shall not stand proxy for other Directors to
exercise the voting right on those items.
b. The Company has stated in its "Personnel Management Rules" that
employees should strictly abide by the code of conduct for avoidance
of interests and proactively report ethical concerns such as conflicts of
interest, and have provisions prohibiting competition to prevent
conflicts of interest.
c. The Company has provisions for "operational key-points for
employee complaints" and " Reporting Procedure ", etc., and provides
specific reporting channels for reporting any illegal or improper
behavior.
(4) The Company has established an effective and improved accounting
system and internal control mechanism, and fullyimplemented

In compliance with
Article 19 of the
“Ethical Corporate
Management Best
Practice Principles for
TWSE/GTSM Listed
Companies.”
In compliance with
Article 20 of the

86

Evaluation Item Implementation Status(Note1) Implementation Status(Note1) Implementation Status(Note1) Deviations from the
Ethical Corporate
Management Best
Practice Principles
for TWSE/GTSM
Listed Companies,
and Reasons
Yes No Summary
and internal control systems for
enforcing ethical corporate
management? Did internal
auditors establish relevant audit
plan to verify the status of
compliance with unethical
conduct prevention action plans
based on the result of risk
assessment on unethical
conduct? Did the Company
entrust audits to a CPA ?
(5) Does the Company regularly
organize internal and external
trainingfor ethical corporate



computerization of operations. The six management functions of
personnel, finance, business, production, materials, and engineering
are connected by computers, layer by layer, and executed for
management of any abnormalities. In addition, the Company also
established a professional and independent internal audit structure.
The structure is divided into three levels. The first level is carried out
by the Auditing Office attached to the Company's Board of Directors.
The internal auditors will establish annual audit plan to verify the level
of compliance with established regulations to lower the risk from
unethical conduct. And the second level is routine and project-based
independent auditing carried out by the general management office for
routines and projects. Moreover, since internal auditing is the duty of
all employees, the third level of auditing requires all departments to
conduct voluntary operation inspections (on a monthly, quarterly,
semi-annual, or annual basis) to extend the concept internal control to
all levels of the Company.
Through regular corporate publications as well as various occasions, the
Company promotes the corporate culture of “Diligence, Perseverance,
Frugalityand Trustworthiness,” as well as cultivatingwork ethics based

“Ethical Corporate
Management Best
Practice Principles for
TWSE/GTSM Listed
Companies.”
In compliance with
Article 22-2 of the
“Ethical Corporate

87

Evaluation Item Implementation Status(Note1) Implementation Status(Note1) Implementation Status(Note1) Deviations from the
Ethical Corporate
Management Best
Practice Principles
for TWSE/GTSM
Listed Companies,
and Reasons
Yes No Summary
management? on integrity, fairness and transparency, self-discipline, and a sense of
responsibility. All new recruits receive corporate culture training. In
addition, training courses about regulations, anti-fraud, and
anti-corruption are held every year to strengthen the employees'
commitment to complying with management rules based on good faith. In
2019, the Company held internal and external education training related
to the issue of integrity management (including compliance with business
ethics, corporate ethics, prevention of insider trading, risk management
and strengthening corporate governance), with a total of 89 person
involved in,and the 133.5 traininghours.
Management Best
Practice Principles for
TWSE/GTSM Listed
Companies.”
3. Status for enforcing
whistle-blowing systems in the
Company
(1) Has the Company established
concrete whistle-blowing and
reward systems as well as
accessible whistle-blowing
channels? Does the Company
assign a suitable and dedicated
individual for the case being
The Company has a "Employee Grievance Procedure" and "Internal and
External Reporting Procedure of Unlawful and Unethical Behaviors" to
provide a specific reporting and reward system:
(1) Providing multiple reporting channels such as actual mailboxes, e-mail
boxes, and fax lines. Visible notices are placed around the main
entrances to be used by informants.
(2) After a case is filed, the relevant team members of the president office



In compliance with
Article 23 of the
“Ethical Corporate
Management Best
Practice Principles for
TWSE/GTSM Listed
Companies.”

88

Evaluation Item Implementation Status(Note1) Implementation Status(Note1) Implementation Status(Note1) Deviations from the
Ethical Corporate
Management Best
Practice Principles
for TWSE/GTSM
Listed Companies,
and Reasons
Yes No Summary
exposed by the whistle-blower?
(2) Has the Company established
standard operating procedures
(SOP) for whistleblowing
cases, follow-up measures and
relevant systems of
confidentiality after the
investigation ?
(3) Has the Company adopted
protection measures against
inappropriate disciplinary
actions for the whistle-blower?


of the whole enterprise shall be responsible for the procedures of case
review, filing, and follow-up investigation.
(3) The principle of confidentiality:During and after an investigation, it is
strictly forbidden to disclose any information to unrelated parties.
Supervisors at all levels must also keep information confidential. All
relevant information must be processed and archived according to the
confidential document procedures to ensure the informant does not
experience any unjust setback.
(4) Where the occurrence of illegal or improper act has been found to be
true, punitive actions will be taken based on the "Personnel
Management Rules". Judicial or prosecuting institutions will be
alerted when necessary.








4. Improvement of information
disclosure
Does the Company disclose its
ethical corporate management
policies and the results of its
Information on integrity management and ethical behavior has been
disclosed on both Chinese and English website of the Company.
In compliance with
Article 25 of the
“Ethical Corporate

89

Evaluation Item Implementation Status(Note1) Implementation Status(Note1) Implementation Status(Note1) Deviations from the
Ethical Corporate
Management Best
Practice Principles
for TWSE/GTSM
Listed Companies,
and Reasons
Yes No Summary
implementation on the Company’s
website and MOPS?
Management Best
Practice Principles for
TWSE/GTSM Listed
Companies
5.If the Company has established the Code of Ethics and Business Conduct based on the “Ethical Corporate Management Best Practice Principles
for TWSE/GTSM Listed Companies”, please describe any deviations between the Code of Ethics and Business Conduct and their
implementations:
On November 7, 2014, the Company passed the resolution of the “Corporate Integrity Code of Practice”, which was amended by the resolution
of the Board of Directors on June 29, 2015. The code was slightly revised according to the Company's practice, but in line with spirit of the
“Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies.”
6. Other information helpful for understanding the principle of integrity of the Company's operations (e.g., the Company's amendment of its
principles of integrity):
The Company schedules corporate governance courses for Directors and managers on a regular basis to strengthen their ability in supervision
and governance, with the hopes of increasing the effectiveness of governance and implementation of integrity operation.

Note 1: Provide a brief description in the appropriate column, regardless whether "yes" or "no" is selected.

90

3.3.7 Corporate Governance Guidelines and Regulations

Please refer to the Company’s website at www. fcfc.com.tw

3.3.8 Other Important Information Regarding Corporate Governance

  1. According to the rules by Financial Supervisory Commission R.O.C. (Taiwan) to set up audit committee, and following the announcement, No. 1040001716, by Taiwan Stock Exchange to amend “Code of Ethical Conduct for Directors and Managers”. The amended full text of “Code of Ethical Conduct for Directors and Managers” is as follow.

Formosa Chemicals & Fibre CORPORATION

Code of Ethical Conduct for Directors and Managers

Amended by Board of Directors on August 7, 2015

Chapter 1 General Principles

Article 1: The Code of Ethical Conduct (the “Code”) of Nan Ya Plastics Corporation (the “Company”) is established to stipulate rules for Directors and managers (including President, Executive Vice Presidents, Senior Vice Presidents, Vice Presidents, Chief Financial Officer, Chief Accounting Officer, and other persons authorized to manage affairs and sign documents on behalf of the Company) to abide by in terms of ethical conduct when engaging in business activities within the scope of their authority, to prevent unethical conduct or any conduct that may damage the interest of the Company and its shareholders.

Chapter 2 Content of the Code

Article 2: Directors and managers shall conduct corporate affairs on the basis of integrity, faithfulness, compliance with laws, fairness and righteousness and with an ethical, self-disciplined attitude.

Article 3: Directors and managers shall avoid any conflicts of interest arising when their personal interest intervenes, or is likely to intervene in the overall interest of the Company, including but not limited to unable to perform their duties in an objective and efficient manner, or taking advantage of their position in the Company to obtain improper benefits for either themselves or their spouse, parents, children, or relatives

91

within the second degree of kinship. To prevent conflicts of interest, any matters pertaining to lending funds, providing guarantees, and major asset transactions between the Company and the above-mentioned persons or their affiliated enterprise thereof shall be submitted to the Board of Directors for its approval in advance. The corresponding purchase (or sale) of goods shall be dealt with the best interest of the Company.

Article 4:

Article 5:

When the Company has an opportunity for profit, the Directors, Supervisors, and managers have the responsibility to conserve the reasonable and lawful benefits that can be obtained by the Company. The Directors and managers shall not obtain personal gain by using the Company property or information or taking advantage of their positions. Unless otherwise stipulated in the Company Act or Articles of Incorporation, they shall not engage in activities that compete with the business of the Company.

The Directors and managers shall be bound by the obligation to maintain the confidentiality of any information regarding the Company itself or its suppliers and customers, except when authorized or required by law to disclose such information. Confidential information includes any undisclosed information that, if exploited by a competitor or disclosed, could result in damage to the Company or the suppliers and customers.

Article 6: The Directors and managers shall treat all suppliers and customers, competitors, and employees fairly, and may not obtain improper benefits through manipulation, nondisclosure, or misuse of the information learned by virtue of their positions, or through misrepresentation of important matters, or through other unfair trading practices.

Article 7: The Directors and managers shall have the responsibility to safeguard the Company’s assets, to use the assets for official business purpose properly, and to avoid any impact on the Company’s profitability resulting from theft, negligence in care or waste of the assets.

Article 8: The Directors and managers shall comply with applicable laws and the Company’s regulations.

92

Article 9: When a director or manager is found by employee to have committed a violation of a law, regulation or the Code, the employee shall report to the Audit committee, their direct managers, president office personnel, chief internal auditor, or other appropriate personnel with sufficient evidence. Once the misconduct is confirmed, the Company will reward the above-mentioned employee in accordance with the Company's rules for employment management.

The Company shall handle the above-mentioned report properly and confidentially. The Company also shall use its best efforts to ensure the safety of the conscientious reporter and protect him/her from all kinds of reprisals.

Article 10: Where a director or manager is verified to have violated the Code, in addition to being subject to punishment under the Company's rules for employment management, the Company shall report the violation to the Board of Directors. The person involved in the violation shall be liable for civil, criminal or administrative responsibilities required by law and the Company shall disclose the violation on the Market Observation Post System (“MOPS”) immediately, including: the date of the violation, description of the violation, the provisions of the Code violated, and the disciplinary actions taken.

Chapter 3 Procedures for Exemption

Article 11: Where a Director or manager is to be exempted from the Code due to special circumstances, such exemption shall be approved by an majority vote at a meeting of the Board of Directors attended by over two-third of the Directors in person or through representation. The Company shall immediately disclose on the MOPS, including: date of exemption granted by the Board of Directors, any opposing or qualified opinion expressed by the independent directors, and the period of, reasons for, and the provisions of the Code behind the application of the exemption for shareholders to evaluate the appropriateness and to safeguard the interests of the Company.

Chapter 4 Method of information disclosure

Article 12: The Company shall disclose the Code on the Company’s website,

93

annual reports, prospectuses, and the MOPS. Any amendment is subject to the same procedure.

Chapter 5 Additional Provision

Article 13: The Code shall be implemented after approval by the Board of Directors and shall be reported to the shareholders meeting. Any amendment is subject to the same procedure.

2. Managers training records as relevant to corporate governance.

Title Name Date of
study
Organizer Courses of title Length of
the
curriculum
President Lu,
Wen Chin
November
15, 2019
1. Securities and
Futures
Institute
2. Dharma Drum
Mountain
Humanities
and Social
Improvement
Foundation
1. Avoid violating
the Securities
Exchange Act -
Untruthful
Financial
Statement and
Insider Trading.
2. Heart Blue
Ocean Strategy -
Innovation on
Corporate Value
as Part of
Corporate Social
Responsibilities
6
Executive
vice
president
Fang,
Ing Dar
Senior
vice
president
Lee,
Ching Fen
Senior
vice
president
Chang,
Tsung
Yuan
Vice
president
Chien,
Wei Keng
Accounting
Supervisor
&Corporate
Governance
Officer
Liu,
Chia Ju,
Accounting
Supervisor
&Corporate
Governance
Officer
Liu,
Chia Ju,
November
11, 2019
1. Accounting
Research and
Development
Foundation

In-service Program
for Accounting
Officers of Issuers,
Securities Firms,
and Securities
Exchanges -
Professional
Workshop:
Corporate
Governance,
Occupational Ethics
and Liabilities, three
hours each

6

94

  1. Boards of Directors and Major Managers Succession Plan of FCFC

  2. (1) The Company election of directors shall be conducted in accordance with the candidate nomination system and that shareholders shall elect directors from among those listed in the slate of director nominees. Now the directors are nominated by major shareholders and elected by shareholders meeting. Each director has the professional ability such as operating management, industrial knowledge and international outlook ,etc. And during his or her tenure, the Company arranges refresher courses 6 hours per year to assist director to equip various professional knowledge required to perform their duties.

  3. (2) In needs of perpetual business operation and ensuring the development of major managing talents can successfully take over, the Company has set up Talent Development Rule. The rule specifies the criteria of development candidates, election principles, the way of development conduction and the review of promotion criteria. The amount of manager development candidates of each department shall at least by 2 to for future optimum selection.

  4. (3) If the development candidates is lack of experienced, the Company will increase his or her experiences by job rotation or increasing his or her responsible business scope. The annual working achievement of development candidates shall be included in periodic working assessment in accordance with “Assessment Rule” and the periodic working assessment shall be the base of year-end performance appraisal assessment. If the year-end performance appraisal of the development candidates were rated as excellent, it shall be the reference for optimum promotion.

  5. (4) The trend of Industry 4.0 has made artificial intelligence (AI) and machine learning (ML) very popular around the world. The Company is actively developing smart factory and is working on utilizing big data to enhance production optimization, energy conservation, and smart management to improve overall profitability and sustainable development. We have proposed strategies to create brand-new business value and to embrace business planning in the coming age of AI. The Company has conducted education training course relevant to AI, in 2019 the more than 33 managers has attended the training and the training time is 128 hours per person; the course included, “Data Science and Statistics Analysis”, “Machine Learning and Integrated Calculus”, “deep learning”, “Social media and Social network analysis”, etc.

  6. 4.Certification of Employees Whose Jobs are Related to the Release of the Company’s Financial Information (1)Finance Department: None.

  7. (2)Audit Department: None.

95

  • (3)Accounting Department: Four employees with Certified Public Accountant of Republic of China (Taiwan) Certification.

  • Company Procedures for Handling Material Inside Information

  • (1)"Diligence, Perseverance, Frugality and Trustworthiness" is the core enterprise spirit. The Company therefore set up a strict ethical policy hoping employees to obey every behavioral standard and principle of moral, and take full responsibility either for working or daily routine. Thus, employees disclose confidential information, tell a lie, indulge in malpractices, or spread rumours is strictly prohibited.

  • (2)The Company has set up and clearly stated the “Personnel Management Rules.” Without written permission issued by the Company, employees should not release any inside information or information has not been announced. Besides, the use of inside information for personal or business unrelated purposes is also strictly forbidden.

  • (3)The Company has set up "Spokesperson Procedure" for information announcement and the procedures for critical factory events. Besides the Company’s spokesperson, none of the staff can reveal corporate policies or business related information in order to prevent insider trading.

3.3.9 Internal Control Systems

  • (1) Please see next page for ‘The statement of Internal Control Systems’.

  • (2) If internal control systems were entrust to accountant the company should reveal the audit report.

Explanation: None.

3.3.9.1 The Company should reveal the punishment, mistake and the processing improvement due to against the regulations of internal control system by the date of print of annual report

Explanation: None.

96

The statement of Internal Control Systems

Formosa Chemicals & Fibre Corporation Internal Control System Statement

Date: March13,2020

The Company states the following with regard to its internal control system in 2019, based on the findings of a

  • self-assessment:

  • The Company is fully aware that establishing, operating, and maintaining an internal control system are the responsibility of its Board of Directors and management. The Company has established such a system aimed at providing reasonable assurance of the achievement of objectives in the effectiveness and efficiency of operations (including profits, performance, and safeguard of asset security), reliability, timeliness, transparency, and regulatory compliance of reporting, and compliance with applicable laws, regulations, and bylaws.

  • An internal control system has inherent limitations. No matter how perfectly designed, an effective internal control system can provide only reasonable assurance of accomplishing the three goals mentioned above. Furthermore, the effectiveness of an internal control system may change along with changes in environment or circumstances. The internal control system of the Company contains self-monitoring mechanisms, however, and the Company takes corrective actions as soon as a deficiency is identified.

  • The Company judges the design and operating effectiveness of its internal control system based on the criteria provided in the Regulations Governing the Establishment of Internal Control Systems by Public Companies (herein below, the “Regulations”). The internal control system judgment criteria adopted by the Regulations divide internal control into five elements based on the process of management control: 1. Control environment 2. Risk assessment 3. Control activities 4. Information and communications 5. Monitoring activities. Each element further contains several items. Please refer to the Regulations for details.

  • The Company has evaluated the design and operating effectiveness of its internal control system according to the aforesaid criteria.

  • Based on the findings of the assessment mentioned in the preceding paragraph, the Company believes that on December 31,2018 its internal control system (including its supervision and management of subsidiaries), encompassing internal controls for understanding of the degree of achievement of operational effectiveness and efficiency objectives, reliability, timeliness, transparency, and regulatory compliance of reporting, and compliance of reporting, and compliance with applicable laws, regulations, and bylaws, was effectively designed and operating, and reasonably assured the achievement of the above-stated objectives.

  • This Statement will become a major part of the content of the Company's Annual Report and Prospectus, and will be made public. Any falsehood, concealment, or other illegality in the content made public will entail legal liability under Articles 20, 32, 171, and 174 of the Securities and Exchange Law.

  • This statement has been passed by the Board of Directors Meeting of the Company held on March 13, 2020 where 0 of the 12 attending directors expressed dissenting opinions, and the remainder all affirmed the content of this Statement.

Formosa Chemicals & Fibre Corporation

Chairman: Wen Yuan Wong

President: Lu, Wen Chin

97

3.3.10 Major Resolutions of Shareholders’ Meeting and Board Meetings

Item Date Major resolutions
Shareholders’
meeting
June 5, 2019 1. Approval of the 2018 business report and
financial statements.
2. Approval of the distribution of 2018 retained
earnings and employee profit sharing.
3. Amend the Procedures for Acquisition and
Disposal of Assets.
4. Amend the Procedures for Engaging in
Derivatives Transactions.
5. Amend the Procedures for Loaning Funds to
other Parties.
6. Amend the Procedures for Providing
Endorsements and Guarantees to other
Parties of the Company.
Board meeting March, 15
2019
1. To increase investment to “FG INC” with
US$ 45 million according to the investment
framework.
2. To raise long-term funds for new expansion,
replacement of old plant equipment,
repayment of debts, enrichment of working
capital, investment to domestic or overseas
businesses, the Company planned to issue
domestic unsecured corporate bond for NT$ 7 billion.
Board meeting May 3, 2019 3. Amend the Company’s “ Corporate
Governance Best Practice Principles”..
4. Approved the "Regulations for the Standard
Procedure of Handling Directors'
Requirements".
Board meeting June 5, 2019 5. Approval of the record date on July 2, 2019
and distribution date on July 30, 2019 for
cash dividends of 2018.
Board meeting August 8, 2019 6. To increase investment to “Formosa
Resources Corporation” with US$ 81.25
million according to the investment
framework.
Board meeting November 1,
2019
7. To donate NT$6,141.2Kto “Chang Gung
University.”
Board meeting December 13,
2019
8. Increase Investment amount of NT$46m in
‘Formosa Synthetic Rubber Corporation”.
Board meeting March, 13
2020
9. To compile 2019 profit distribution schedule.
10. To increase investment to “FG INC” with
US$ 12.9 million according to the investment
framework.
11. Amend the Company’s “Regulations
Governing the Exercise of Powers by Audit
Committees ”.
12. Amend the Company’s rules of procedure for
shareholders' meeting.
13. Amend the Company’s“Regulations

98

Governing Procedure for Board of Directors Meetings” and “ Regulations Governing Appointment of Independent Directors and Compliance Matters ” 14. To raise long-term funds for new expansion, replacement of old plant equipment, repayment of debts, enrichment of working capital, investment to domestic or overseas businesses, the Company planned to issue domestic unsecured corporate bond for NT$ 10 billion.

3.3.11 Major Issues of Record or Written Statements Made by Any Director or Supervisor Dissenting to Important Resolutions Passed by the Board of Directors

None

3.3.12 Resignation or Dismissal of the Company’s Key Individuals, Including the Chairman, CEO, and Heads of Accounting, Finance, Internal Audit Officer, Corporate Governance Officer and R&D

Title Name Date of
appointed
Date of
termination
Reasons for
resignation
or dismissal
Internal Audit
Officer
Lin ,Ching Shih Nov.7. 2014. May 7.2020 Retirement

99

3.4 Information Regarding the Company’s Audit Fee and Independence 3.4.1 Audit Fee


.4.1 Audit Fee
Accounting Firm Name of CPA Period Covered by
CPA’s Audit
Remarks
Price Waterhouse
Coopers, Taiwan
Chou, Chien Hung
Wu, Han Chi
2019.01.01~2019.12.31

Note: If the Company has changed CPA or Accounting Firm during the current fiscal year, the company shall report the information regarding the audit period covered by each CPA and the replacement reason.

Unit: NT$ thousands

Fee Items
Fee Range
Fee Items
Fee Range
Audit Fee Non-audit
Fee
Total
1 Under NT$ 2,000,000 120 120
2 NT$2,000,001 ~ NT$4,000,000
3 NT$4,000,001 ~ NT$6,000,000
4 NT$6,000,001 ~ NT$8,000,000 7,984 7,984
5 NT$8,000,001 ~ NT$10,000,000
6 Over NT$100,000,000

Unit: NT$ thousands

Accounting
Firm
Price
Waterhouse
Coopers,
Taiwan
Name
of CPA

Audit
Fee
Non-audit Fee Non-audit Fee Period
Covered by
CPA’s Audit
Remarks
System of
Design

Company
Registration

Human
Resource
Others Subtotal
Chou,
Chien
Hung
7,984 - - - 120 120 2019.01.01

2019.12.31
Wu,
Han
Chi
2019.01.01

2019.12.31

Note: Non audit fee includes directly business tax sparing credit report.

100

3.4.2 Replacement of CPA

A. Regarding the former CPA

Replacement Date March 16, 2018 March 16, 2018 March 16, 2018 March 16, 2018 March 16, 2018
Replacement reasons
and explanations
The original CPAs of the Company were Chou, Chien Hung (CPA
A) and Juanlu, Man Yu (CPA B) from Price Waterhouse Coopers,
Taiwan firm. Due to internal restructuring at Price Waterhouse
Coopers, Taiwan firm , the CPAs of the Company were changed to
Chou, Chien Hung (CPA C) and Wu, Han Chi (CPA D), beginning
January1, 2018.
Describe whether the
Company terminated or
the CPA did not accept
the appointment
Parties
Status

CPA
The Company
Termination of
appointment
-
No longer accepted
(continued)
appointment
-
Other issues (except for
unqualified issues) in
the audit reports within
the last two years

None
Differences with the
company
Yes - Accounting principles or practices
- Disclosure of Financial Statements
- Audit scope or steps
- Others
None
Remarks/specifydetails:
Other Revealed
Matters
None

101

B. Regarding the successor CPA

Name of accounting firm Price Waterhouse Coopers, Taiwan
Name of CPA Chou, Chien Hung and Wu, Han Chi
Date of appointment March 16, 2018
Consultation results and opinions on
accounting treatments or principles
with respect to specified transactions
and the company's financial reports that
the CPA might issue prior to the
engagement.
None
Succeeding CPA’s written opinion of
disagreement toward the former CPA
None

3.4.3 Audit Independence

The Company’s Chairman, Chief Executive Officer, Chief Financial Officer, and managers in charge of its finance and accounting operations did not hold any positions in the Company’s independent auditing firm or its affiliates during 2019.

None

102

3.5 Changes in Shareholding of Directors, Supervisors, Managers and Major Shareholders

Unit: thousand Shares
2019
As of Mar. 31,2020
Holding
Increase
(Decrease)
Pledged
Holding
Increase
(Decrease)
Holding
Increase
(Decrease)
Pledged
Holding
Increase
(Decrease)
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
-36
0
0
0
4,000
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
Unit: thousand Shares
2019
As of Mar. 31,2020
Holding
Increase
(Decrease)
Pledged
Holding
Increase
(Decrease)
Holding
Increase
(Decrease)
Pledged
Holding
Increase
(Decrease)
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
-36
0
0
0
4,000
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
Unit: thousand Shares
2019
As of Mar. 31,2020
Holding
Increase
(Decrease)
Pledged
Holding
Increase
(Decrease)
Holding
Increase
(Decrease)
Pledged
Holding
Increase
(Decrease)
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
-36
0
0
0
4,000
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
Unit: thousand Shares
2019
As of Mar. 31,2020
Holding
Increase
(Decrease)
Pledged
Holding
Increase
(Decrease)
Holding
Increase
(Decrease)
Pledged
Holding
Increase
(Decrease)
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
-36
0
0
0
4,000
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
Title Name 2019 As of Mar. 31,2020
Holding
Increase
(Decrease)
Pledged
Holding
Increase
(Decrease)
Holding
Increase
(Decrease)
Pledged
Holding
Increase
(Decrease)
Chairman Wen Yuan Wong 0
0

0

0
Vice Chairman Hong, Fu Yuan 0
0

0

0
Managing
Director
Wang, Weng Tsao 0
0

0

0
Managing
Director
Nan Ya Plastic Corp. 0
0

0

0
Representative of
Nan Ya Plastic
Corp.
Wang, Ruey Yu 0
0

0

0
Managing
Director
(Independent)
Chen, Ruey Long 0
0

0

0
Independent
Director
Huang, Hui Chen 0
0

0

0
Independent
Director
Chien, Tai Lang 0
0

0

0
Director Formosa
Petrochemical Corp.
0
-36

0

0
Representative of
Formosa
Petrochemical
Corp.
Wang, Walter 0
4,000

0

0
Director
Interlocking
Presidency
Lu, Wen Chin 0
0

0

0
Director
Interlocking
Executive Vice
Presidency
Fang, Ing Dar 0
0

0

0
Director
Interlocking
Senior Vice
Presidency
Lee, Ching Fen 0
0

0

0
Director
Interlocking
Senior Vice
Presidency
Chang, Tsung Yuan 0
0

0

0

103

Director
Interlocking
Vice Presidency
Chien, Wei Keng 0
0

0

0
Director Huang, Dong Terng 0
0

0

0
Director Pan, Chin Hua 0
0

0

0
Shareholdings
exceed 10% of
outstanding
shares
Chang Gung
Memorial Hospital
0
0

0

0
Senior Vice
President
Chen, Chih Hsiung 0
0

0

0
Vice President Su, Chun Hsiung 0
0

0

0
Vice President Huang, Tien Chung 0
0

0

0
Vice President Lin, Ching Shih 1
0

0

0
Vice President Ke, Pai Rong 0
0

0

0
Chief of Finance
Department
Chuang, Tsan Chang 0
0

0

0
Accounting
Supervisor &
Corporate
Gonverance
Officer
Liu, Chia Ju 0
0

0

0

3.5.1 Shares Trading with Related Parties

None

3.5.2 Shares Pledge with Related Parties

None

104

As of April 10, 2020

3.6 Relationship among the Top Ten Shareholders

Name Current Shareholding Current Shareholding Spouse’s/minor’s
Shareholding
Spouse’s/minor’s
Shareholding
Shareholding
by Nominee
Arrangement
Shareholding
by Nominee
Arrangement
Name and Relationship Between the Company’s Top Ten
Shareholders, or Spouses or Relatives Within Two
Degrees
Name and Relationship Between the Company’s Top Ten
Shareholders, or Spouses or Relatives Within Two
Degrees

Remarks
Shares % Shares % Shares % Name Relationship
Chang Gung
Memorial Hospital
Representative:
Wang,Ruey-Huei
1,089,142,009
18.58

0

0

0

0

None
None
Chindwell International
Investment Corp.
Representative:
Everred Corporate,
Inc.

371,938,814

6.35

0

0

0

0

Vanson International Investment
Co., Ltd.
Consolidated Power Development
Corp.
Standard Chartered Bank (Taiwan)
Ltd.In Custody for Genesis Equity
Group Inc.
HSBC Bank (Taiwan) Limited In
Custody for Consolidated Power
Development Corporation.
Managers in
common
Bank of Taiwan in Custody for Wang
Chang-Gung Charitable Trust Fund.
Parts of managers
are the same
person

105

Vanson International
Investment Co., Ltd.
Representative :
Landmark Capital
Holdings Inc.
222,449,494
3.80

0

0

0

0

Chindwell International Investment
Corp.
Consolidated Power Development
Corp.
Standard Chartered Bank (Taiwan)
Ltd.in custody for Genesis Equity
Group Inc.
HSBC Bank (Taiwan) Limited In
Custody for Consolidated Power
Development Corporation.
Managers in
common
Bank of Taiwan in Custody for Wang
Chang-Gung Charitable Trust Fund
Parts of managers
are the same
person
Formosa Plastic
Corporation
Representative:
Lin, Jason
198,743,936
3.39

0

0

0

0
Nan Ya Plastic Corporation. Legal person as a
managing
director in
Formosa Plastic
Corporation
Nan Ya Plastic
Corporation.
Representative:
Wu, Chia-Chau
140,519,648
2.40

0

0

0

0
Formosa Plastic Corporation. Legal person as a
director in Nan
Ya Plastic
Corporation
Wen Yuan Wong 129,198,084
2.20

92,079
0.0016
0

0

None
None

106

Consolidated Power
Development Corp.
Representative:
Cabo de roca
Corporation
95,386,877
1.63

0

0

0

0

Chindwell International Investment
Corp.
Vanson International Investment Co.,
Ltd.
Standard Chartered Bank (Taiwan)
Ltd.in custody for Genesis Equity
Group Inc.
HSBC Bank (Taiwan) Limited In
Custody for Consolidated Power
Development Corporation.
Managers in
common
Bank of Taiwan in Custody for Wang
Chang-Gung Charitable Trust Fund
Parts of managers
are the same
person
Standard Chartered
Bank (Taiwan) Ltd.in
custody for Genesis
Equity Group Inc.
85,883,905
1.47

0

0

0

0

Chindwell International Investment
Corp.
Vanson International Investment Co.,
Ltd.
Consolidated Power Development
Corp.
HSBC Bank (Taiwan) Limited In
Custody for Consolidated Power
Development Corporation.
Managers in
common
Bank of Taiwan in Custody for Wang
Chang-Gung Charitable Trust Fund
Parts of managers
are the same
person

107

HSBC Bank (Taiwan)
Limited In Custody for
Consolidated Power
Development Corp.
79,349,326
1.30

0

0

0

0

Chindwell International Investment
Corp.
Vanson International Investment Co.,
Ltd.
Consolidated Power Development
Corp.
Standard Chartered Bank (Taiwan)
Ltd.in custody for Genesis Equity
Group Inc.
Managers in
common
Bank of Taiwan in Custody for Wang
Chang-Gung Charitable Trust Fund
Parts of managers
are the same
person
Bank of Taiwan in
Custody for Wang
Chang-Gung
Charitable Trust Fund
70,958,506
1.21

0

0

0

0

Chindwell International Investment
Corp.
Vanson International Investment Co.,
Ltd.
Consolidated Power Development
Corp.
Standard Chartered Bank (Taiwan)
Ltd.in custody for Genesis Equity
Group Inc.
HSBC Bank (Taiwan) Limited In
Custody for Consolidated Power
Development Corporation.

Parts of managers
are the same
person
  • Note 1:Name of the top-10 shareholders must be listed respectively. For institutional shareholders, the title of such institutional shareholder and the name of the representative(s) shall be listed respectively.

  • Note 2:The shareholding ratio shall be calculated by taking into account the shares held by the shareholder, his/her spouse, children of minor age, and other persons holding shares in his/her name.

Note 3:For the shareholders referred to above including legal person and natural person, shall have the relationship disclosed.

108

3.7 Ownership of Shares in Affiliated Enterprises

Affiliated
Enterprises
Ownership by the
Company
Ownership by the
Company
Direct or Indirect
Ownership by Directors,
Supervisors,Managers
Direct or Indirect
Ownership by Directors,
Supervisors,Managers
Total Ownership Total Ownership
Shares % Shares % Shares %
Formosa Heavy Industries
Corporation
651,706,181
32.91
1,328,515,462
67.09
1,980,221,643
100.00
Formosa Fairway Corporation
4,697,951

33.33

9,397,318

66.67

14,095,269

100.00
Formosa Plastics
Transportation Corp.
6,566,384
33.33

13,132,858

66.67

19,699,242

100.00
Formosa Petrochemical
Corporation
2,300,799,801
24.15
4,921,855,024
51.67
7,222,654,825
75.82
Mai Liao Power Corporation 547,030,137
24.94
1,641,124,525
74.82
2,188,154,662
99.76
HWA YA Science Park
Management Consulting
CO., Ltd
33,000
33.00

67,000

67.00

100,000

100.00
Chiai Nan Industrial Co., Ltd. 12,448,800
30.00

0

0.00

12,448,800

30.00
Formosa Environmental
TechnologyCorporation
41,714,475
24.34

129,685,525

75.66

171,400,000

100.00
Formosa Synthetic Rubber
Corporation Limited
44,600,000
33.33

89,200,000

66.67

133,800,000

100.00
Formosa Synthetic Rubber
(HongKong)Corp. Limited
135,000,000
33.33

270,000,000

65.06

405,000,000

98.39
Formosa Resources
Corporation
741,594,000
25.00
2,224,782,000
75.00
2,966,376,000
100.00
Formosa Group (Cayman)
Limited
12,500
25.00

37,500

75.00

50,000

100.00
Formosa Plastics
Construction Corporation
10,000,000
33.33

20,000,000

66.67

30,000,000

100.00
FG INC 6,000
30.00

14,000

70.00

20,000

100.00
Beyoung International 0
0.00

467,400

30.00

467,400

30.00
Quang Viet Enterprise Co.,
Ltd.
0
0.00

18,595,352

17.99

18,595,352

17.99

As of December 31, 2019

Note:It is investments accounted for using equity method of the Company.

109

IV. Capital Overview

4.1 Capital and Shares

4.1.1 Source of Capital

A. Issued Shares

As of 12/31/2019

Month/
Year

Par
Value
(NT$)
Authorized Capital Authorized Capital Paid-in Capital Paid-in Capital Remark Remark Remark
Shares
(thousand
shares)
Amount(NT$ thousand)
Shares
(thousand
shares)
Amount(NT$ thousand)
Sources of
Capital
Capital
Increased by
Assets
Other than
Cash

Other
July
2013
10 5,861,186
58,611,862

5,861,186

58,611,862

Increased by
earning
surplus

None
None

Note 1 : Fill up to the current fiscal year up to the date of publication of the annual report.

Note 2 : Note the validity (approval) date and literature for fund increase.

  • Note 3 : Shares issued in value lower than the par value shall be labelled through visible marks

  • Note 4 : Monetary liabilities and technology offsetting shares shall be described with the type and amount of offset indicated.

Note 5 : Private fundraising shall be labelled through visible marks.

B. Type of Stock

Unit: Share

Unit: Share
Share Type Authorized Capital Remarks
Issued Shares Un-issued Shares Total Shares
Ordinary stock 5,861,186,291 5,861,186,291 List stocks

Note : Issued Shares are the shares of listed company.

C. Information for Shelf Registration

None

4.1.2 Status of Shareholders

As of April 10, 2020

Item
Number of
Shareholders
Shareholding
(thousands
shares)
Percentage
Government
Agencies

Financial
Institutions

Other
Juridical
Persons
Domestic
Natural
Persons
Foreign
Institutions &
Natural Persons
Total
6
77

653

174,744

794

176,274
103,325
564,954

1,928,774

1,170,308

2,093,825
5,861,186
1.76
9.64

32.91

19.97

35.72

100

110

  • Note:The initial listed (OTC) companies and emerging companies should disclose the shareholding ratio of Chinese investors. Chinese investors meant for the citizens, legal persons, groups, institutions of Mainland China or the companies invested in third countries that have invested in Taiwan in accordance with Article 3 of the“the Measures Governing investment permit to the People of the Mainland Area.”

4.1.3 Shareholding Distribution Status

  • A. Common Shares
Common Shares
As of April 10,2020
Class of Shareholding
(Unit: Share)
Number of
Shareholders
Shareholding (Shares) Percentage
1 ~ 999 73,153
15,260,673

0.26
1,000 ~ 5,000 76,220
158,693,963

2.71
5,001 ~ 10,000 13,414
99,171,263

1.69
10,001 ~ 15,000 4,844
59,154,765

1.00
15,001 ~ 20,000 2,394
42,923,603

0.73
20,001 ~ 30,000 2,260
55,692,844

0.95
30,001 ~ 40,000 1,043
36,337,386

0.62
40,001 ~ 50,000 629
28,592,106

0.49
50,001 ~ 100,000 1,082
75,073,650

1.28
100,001 ~ 200,000 534
74,715,258

1.27
200,001 ~ 400,000 263
72,027,813

1.23
400,001 ~ 600,000 110
53,761,298

0.92
600,001 ~ 800,000 49
33,330,932

0.57
800,001 ~ 1,000,000 34
29,889,493

0.51
1,000,001 or over 245
5,026,561,244

85.77
Total 176,274
5,861,186,291

100

111

B. Preferred Shares

None

4.1.4 List of Major Shareholders

4.1.4 List of Major Shareholders
As of April 10, 2020
Shareholding
Shares
Percentage
1,089,142,009
18.58
371,938,814
6.35
222,449,494
3.80
198,743,936
3.39
140,519,648
2.40
129,198,084
2.20
95,386,877
1.63
85,883,905
1.47
79,349,326
1.35
70,958,506
1.21
Shareholder's Name Shareholding
Shares Percentage
Chang Gung Memorial Hospital 1,089,142,009
18.58
Chindwell International Investment Corp. 371,938,814
6.35
Vanson International Investment Co., Ltd. 222,449,494
3.80
Formosa Plastic Corporation 198,743,936
3.39
Nan Ya Plastic Corporation. 140,519,648
2.40
Wen Yuan Wong 129,198,084
2.20
Consolidated Power Development Corp. 95,386,877
1.63
Standard Chartered Bank (Taiwan) Ltd. In
Custody for Genesis Equity Group Inc.
85,883,905
1.47
HSBC Bank (Taiwan) Limited In Custody
for Consolidated Power Development Corp.
79,349,326
1.35
Bank of Taiwan in Custody for Wang
Chang-Gung Charitable Trust Fund
70,958,506
1.21

Note: List the name of top ten shareholders.

112

4.1.5 Market Price, Net Worth, Earnings, and Dividends per Share

Unit: NT$
Items 2018 2019 Jan.1,2020
Mar.31,2020
Market Priceper Share
Highest Market Price 130.00 113.50 89.50
Lowest Market Price 99.60 85.00 58.50
Average Market Price 112.66 98.20 75.64
Net Worthper Share
Before Distribution 63.09 60.83
After Distribution 56.89 57.03
Earnings per Share
Weighted Average Shares
(thousand shares)
5,833,768 5,832,942 5,849,017
Diluted Earnings Per Share 8.36 4.89 -0.79
Adjusted Diluted Earnings Per Share
Dividendsper Share
Cash Dividends 6.20 3.80
Stock Dividends
 Dividends
from
Retained
Earnings
 Dividends from Capital Surplus
Accumulated Undistributed Dividends
Return on Investment
Price / Earnings Ratio(Note 1) 13.48 20.08
Price / Dividend Ratio(Note 2) 18.17 25.84
Cash Dividend Yield Rate(Note 3) 5.50 3.87
  • * In case of profits or capital reserve reinvested to allotment of shares, the number of shares to be distrusted should be disclosed with traced adjustment of market value and cash dividend information.

  • Note 1 : Denotes the common shares with highest and lowest market value for each

  • year, calculated for the average annual market value for the trading value of each year and the trading volume.

  • Note 2 : Please use the number of share outstanding by the end of the year and filled out by the distribution of the resolutions made by the Shareholders Meeting of the second year.

  • Note 3 : In the event of free allotment and requires tracing for adjustment, each EPS shall be listed before and after adjustment.

  • Note 4 : In case the condition of outstanding equity security is distributed according to the undistributed dividends of that year accumulated to the year with

113

earnings, the accumulated undistributed dividends of that year shall be disclosed respectively.

  • Note 5 : Price / Earnings Ratio = Average Market Price / Earnings per Share

  • Note 6 : Price / Dividend Ratio = Average Market Price / Cash Dividends per Share Note 7 : Cash Dividend Yield Rate = Cash Dividends per Share /Average Market Price

  • Note 8 : Net worth per share and EPS shall be filled to the date of publication of the annual report with the data attested (reviewed) by the CPA in last quarter. The other columns should also be filled up data during the current fiscal year up to the date of publication of the annual.

  • Note 9 : Dividends per share about 2019 is estimated, including NT$3.8 cash dividends/per share and NT$ 0 stock dividends/per share.

4.1.6 Dividend Policy and Implementation Status

A. Dividend Policy

If earnings are available for distribution at the end of a fiscal year, 10% of net earnings – that is, after offsetting any loss from prior year(s) and paying all taxes and dues – shall be set aside as legal reserve and appropriated in accordance with the Securities Exchange Law. The remaining net earnings can be distributed along with prior accumulated unappropriated retained earnings. The Board of Directors will consider the above-mentioned factors when making the dividend distribution proposal. Dividends will be distributed in accordance with the resolution approved by the Board of Directors and at the annual shareholders’ meeting. The remaining balances will be distributed in the following manner:

B. Proposed Distribution of Dividend

The proposal for the distribution of 2020 profits was passed at the meeting of the Board of Directors. The proposal for a cash dividend of NT$3.8 per share and a stock dividend of NT$ 0 per share will be discussed at the annual shareholders’ meeting.

4.1.7 Employee Bonus and Directors' Remuneration

  • A. Information Relating to Employee Bonus and Directors’ Remuneration in the Articles of Incorporation

If earnings are available for distribution at the end of a fiscal year, 10% of net earnings – that is, after offsetting any loss from prior year(s) and paying all taxes and dues – shall be set aside as legal reserve and appropriated in accordance with the Securities Exchange Law. The remaining net earnings can be distributed along with prior accumulated unappropriated retained earnings. The Board of Directors will consider the above-mentioned factors when making the dividend distribution proposal.

The company charter prescribes the following for the employee bonus and compensation for directors and supervisors:

114

  1. 0.5 %-0.05 % as a bonus for employees;

  2. 0 % as compensation for directors;

  3. The rest as a bonus for shareholders.

If the above-mentioned bonus for employees is in the form of a stock bonus, it may also be distributed to employees of subsidiary companies. The Board of Directors is authorized to work out the conditions and procedures of making such distribution.

  • B. The Estimated Basis for Calculating the Employee Bonus and Directors’ Remuneration

  • C. Profit Distribution for Employee Bonus and Directors’ Remuneration for 2019 Approved in Board of Directors Meeting


Approved in Board of Directors Meeting

Approved in Board of Directors Meeting
(1) Recommended Distribution of Employee Bonus and Directors’ Remuneration: (NT$ thousands)
Employee Bonus – in Cash(NT$ thousands) $ 31,930
Employee Bonus – in Stock 0
Directors' Remuneration 0
Total(NT$ thousands) $ 31,930
  • (2) Ratio of Recommended Employee Stock Bonus to Capitalization of Earnings: 0.
(3) Recounted EPS after Recommended Distribution of Employee Bonus and Directors’ (3) Recounted EPS after Recommended Distribution of Employee Bonus and Directors’
Remuneration:
Net Income(NT$ thousands) $ 29,670,312
Weighted Average Shares in 2019 (thousand shares) 5,832,942
Recounted EPS (NT$) $ 5.09
D.Information of 2018 Earnings Set Aside for Employee Bonus and Directors’
Remuneration:
Distribution of 2018 Earnings (NT$ thousands)
Stock Dividends $ 0
Cash Dividends(NT$) $ 36,339,355
Directors' Remuneration $ 0
Employee Bonus(NT$ thousands) $ 54,403

The above-mentioned actual distribution of employee bonus and directors’ and supervisors’ remuneration was in line with the recommended resolution of the Board of Directors.

4.1.8 Buyback of Treasury Stock

None

115

4.2 Bonds

4.2.1 Corporate Bonds

4.2 Bonds
4.2.1 Corporate Bonds
4.2 Bonds
4.2.1 Corporate Bonds
Corporate Bond Type 2012 Unsecured Corporate
Bonds,PhaseII
2012 Unsecured Corporate
Bonds,PhaseIII
Issue date December7,2012 January22,2013
Denomination NT$1,000,000 NT$1,000,000
Issuing and transaction
location
Market (listed) Market (listed)
Issue price Issue by denomination Issue by denomination
Total price A bond:NT$3,000,000,000
B bond:NT$3,900,000,000
C bond:NT$4,100,000,000
A bond:NT$2,800,000,000
B bond:NT$2,200,000,000
Coupon rate A bond: 1.23%
B bond: 1.36%
C bond:1.51%
A bond: 1.34%
B bond: 1.50%
Tenor A bond: 5 years
B bond: 7 years
C bond: 10 years
Maturity:December6,2022
A bond: 7 years
B bond: 10 years
Maturity: January 21, 2023
Guaranteeagency None None
Consignee Trust dept. of Bank of
Taiwan
Trust dept. of Bank of
Taiwan
Underwritinginstitution None None
Certifiedlawyer AY Law AY Law
CPA Wu, Han Chi
Juanlu, Man Yu
Wu, Han Chi
Juanlu, Man Yu
Repayment method A bound: repayment of 50%
of the principal in the fourth
and fifth year; B bound:
repayment of 50% of the
principal in the sixth and
seventh year; C bound:
repayment of 50% of the
principal in the ninth and
tenthyear
A bound: repayment of 50%
of the principal in the sixth
and seventh year; B bound:
repayment of 50% of the
principal in the ninth and
tenth year.
Outstanding principal NT$4,100,000,000 NT$3,600,000,000
Terms of redemption or
advancerepayment
None None
Restrictive clause None None
Name of credit rating
agency, rating date, rating
of corporate bonds
Rating agency:
Taiwan Ratings
Rating date:
October 17, 2012
Credit rating: twAA-
Rating agency:
Taiwan Ratings
Rating date:
December 3, 2012
Credit rating: twAA-
Other
rights
attached

As of the
printing date of
this annual
report,
N/A N/A

116

converted
amount of
(exchanged or
subscribed)
ordinary shares,
GDRs or other
securities
Issuance and
conversion
(exchange or
subscription)
method
None None
Isuance and conversion,
exchange or subscription
method, issuing condition
dilution, and impact on
existing shareholders’
equity
None None
Transfer agent None None
Corporate Bond Type 2013 Unsecured Corporate
Bonds, Phase I
2013 Unsecured Corporate
Bonds, Phase II
Issue date July 8,2013 January17,2014
Denomination NT$1,000,000 NT$1,000,000
Issuing and transaction
location
Market (listed) Market (listed)
Issue price Issue by denomination Issue by denomination
Total price A bond:NT$4,500,000,000
B bond:NT$2,700,000,000
C bond:NT$2,800,000,000
NT$10,000,000,000
Coupon rate A bond: 1.24%
B bond: 1.38%
C bond:1.52%
2.03%
Tenor A bond: 5 years
B bond: 7 years
C bond: 10 years
Maturity: July 7,2023
12 years
Maturity: January 16, 2026
Guarantee agency None None
Consignee Trust dept. of Bank of
Taiwan
Trust dept. of Mega Int’l
Commercial Bank
Underwritinginstitution None None
Certifiedlawyer AY Law AY Law
CPA Wu, Han Chi
Juanlu,Man Yu
Wu, Han Chi
Juanlu,Man Yu
Repayment method A bound: repayment of 50%
of the principal in the fourth
and fifth year; B bound:
repaymentof50% of the
Repayment of 50% of the
principal in the eleventh and
twelfth year.

117

principal in the sixth and
seventh year; C bound:
repayment of 50% of the
principal in the ninth and
tenthyear
Outstanding principal NT$4,150,000,000 NT$10,000,000,000
Terms of redemption or
advancerepayment
None None
Restrictive clause None None
Name of credit rating
agency, rating date, rating
of corporate bonds
Rating agency:
Taiwan Ratings
Rating date:
April 9, 2013
Creditrating: twAA-
Rating agency:
Taiwan Ratings
Rating date:
December 12, 2013
Creditrating: twAA-
Other
rights
attached

As of the
printing date of
this annual
report,
converted
amount of
(exchanged or
subscribed)
ordinary shares,
GDRs or other
securities
N/A N/A
Issuance and
conversion
(exchange or
subscription)
method
None None
Issuance and conversion,
exchange or subscription
method, issuing condition
dilution, and impact on
existing shareholders’
equity
None None
Transferagent None None
Corporate Bond Type 2014 Unsecured Corporate
Bonds,PhaseI
2019 Unsecured Corporate
Bonds,PhaseI
Issue date July 4, 2014 May 13, 2019
Denomination NT$1,000,000 NT$1,000,000
Issuing and transaction
location
Market (listed) Market (listed)
Issueprice Issue by denomination Issue by denomination
Total price A bond:NT$1,400,000,000
B bond:NT$4,600,000,000
A bond:NT$3,300,000,000
B bond:NT$3,000,000,000
C bond:NT$700,000,000
Coupon rate Abond:1.81% Abond:1.75%

118

B bond: 2.03% B bond: 1.83%
C bond:1.93%
Tenor A bond: 10 years
B bond: 15 years
Maturity: July 3, 2029
A bond: 5 years
B bond: 7 years
C bond: 10 years
Maturity: MAY 12, 2029
Guarantee agency None None
Consignee Trust dept. of Mega Int’l
Commercial Bank
Trust dept. of Mega Int’l
Commercial Bank
Underwritinginstitution None None
Certified lawyer AY Law AY Law
CPA Wu, Han Chi
Juanlu,Man Yu
Wu, Han Chi
Repayment method A bound: repayment of 50%
of the principal in the ninth
and tenth year; B bound:
repayment of 50% of the
principal in the fourteenth
and fifteenth year.
A bound: repayment of 50%
of the principal in the fourth
and fifth year; B bound:
repayment of 50% of the
principal in the sixth and
seventh year; C bound:
repayment of 50% of the
principal in the ninth and
tenthyear
Outstanding principal NT$6,000,000,000 NT$7,000,000,000
Terms of redemption or
advance repayment
None None
Restrictive clause None None
Name of credit rating
agency, rating date, rating
of corporate bonds
Rating agency:
Taiwan Ratings
Rating date:
May 15, 2014
Credit rating: twAA-
Rating agency:
Taiwan Ratings
Rating date:
Oct,15 2018
Credit rating: twAA
Other
rights
attached

As of the
printing date of
this annual
report,
converted
amount of
(exchanged or
subscribed)
ordinary shares,
GDRs or other
securities
N/A N/A
Issuance and
conversion
(exchange or
subscription)
method
None None
Issuance and conversion,
exchange or subscription
method, issuing condition
None None

119

dilution, and impact on existing shareholders’ equity Transfer agent None None

Note 1 : The number of columns is adjusted depending on the actual issuances. Note 2 : Fill in if it is overseas corporation bond.

Note 3 : Such as limiting the distribution of cash dividends, foreign investment or the requirement to maintain a certain proportion of assets, etc.

4.2.2 Convertible Bonds

None

4.2.3 Exchangeable Bonds

None

4.2.4 Shelf Registration for Issuing Bonds

None

4.2.5 Corporate Bonds with Warrants

None

4.3 Global Depository Receipts

None

4.4 Employee Stock Options

None

4.5 Status of New Shares Issuance in Connection with Mergers and Acquisitions

None

4.6 Financing Plans and Implementation

None

120

V. Operational Highlights

5.1 Business Activities

5.1.1 Business Scope

  1. A201010 afforestation business

  2. A202040 lumbering business

  3. C301010 spinning business

  4. C302010 weaving business

  5. C305010 printing and dyeing business

  6. C501010 lumber mill business

  7. C601010 paper pulp manufacturing

  8. C801010 basic chemical industry

  9. C801020 petrochemical raw material manufacturing

  10. 10.C801030 precision chemical material manufacturing

  11. 11.C801100 compound resin and plastic manufacturing

  12. 12.C801120 manmade fiber manufacturing

  13. 13.C801990 others chemical material manufacturing

  14. 14.C802080 environmental medicinal producer business

  15. 15.C802090 detergent appliance manufacturing

  16. 16.C802100 cosmetic industry

  17. 17.C901990 others nonmetal minerals industry

  18. 18.CB01010 mechanical equipment manufacturing

  19. 19.CC01080 electronic parts industry

  20. 20.D101050 power cogeneration industry

  21. 21.E502010 fuel pipe engineering business

  22. 22.E599010 distribution pipe engineering business

  23. 23.E601010 electric appliance installation business 24.E603010 electric cable installation business

  24. 25.E603040 fire safety engineering equipment installation business 26.E603050 auto control equipment business 27.E603090 illumination equipment installation business

  25. 28.E603100 welding engineering business

  26. 29.E603110 cold working engineering business

  27. 30.E603120 sand-blasted engineering business

  28. 31.E604010 machinery installation business

  29. 32.E605010 computer equipment installation business

  30. 33.E901010 painting construction business

  31. 34.E903010 anticorrosion and antirust engineering business

  32. 35.EZ02010 crane engineering business

121

121

  • 36.EZ05010 apparatus installation business 。

  • 37.EZ15010 heat and cold preservation engineering business 。

  • 38.ZZ99999 except for permission business, operation in non- limited or prohibited business 。

  • A. Main areas of business operations

  • (1). Petrochemical raw material produce and sale.

  • (2). Plastic material produce and sale.

  • (3). Synthetic filament manufacturer and sale.

B. Revenue distribution

B. Revenue distribution
Major Divisions (%) of Total
Sales
Major Products
1st Petrochemical Division 23.8 Benzene, Toluene, PX, OX, MX
2nd Petrochemical Division 18.8 SM, Phenol, Acetone
3rd Petrochemical Division 16.4 PTA, PIA
Plastics Division 32.7 ABS, PS, PP, PC
Nylon Division 3.9 Nylon pellet, Nylon filaments,
Stretch Nylon Filament
Textile Division 0.4 Blended spun yarn, Synthetic yarn
Rayon Project Dept. 1.5 Rayon, Sodium Sulfate
Engineering and Utility Division 2.5 Water vapors, electric power, etc.,

C. Main products

The Company was established for using wasted twigs or branches to produce pulp and rayon fibers in 1965. In order to magnify manmade fiber businesses, the Company built nylon factory to manufacture nylon filaments and nylon clothes in 1973. Thereafter, the Company transformed to upstream business in petrochemical plastic material industry in 1987 to produce ABS resins, PS chips and PTA chemical material.

The Company invested in Six-cracker project with affiliated companies in 1995 to build an integrated petrochemical system which allied upstream petrochemical chemical material producers with downstream plastic manufacturers to expand economic scales for reducing production cost and lifting competitiveness. Main products are listed as below:

、 Para xylene(PX), Ortho xylene(OX), Benzene Toluene, Meta Xylene (MX),

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Styrene Monomer(SM), Phenol, Acetone, Pure Terephthalic Acid (PTA), High Acetic Acid(HAC), Purified Isopropyl Alcohol (PIA), Polystyrene (PS), 、 Polypropylene (PP) Polycarbonate (PC), Acrylonitrile Butadiene Styrene (ABS), Nylon chips, Nylon filaments, Rayon fiber, Synthetic Spun Yarn, Blend Spun Yarn Public utilities such as electric power, water vapor, pure water, soft water, chilled water

  • D. New products development in plans

  • (1) Low-residue ABS for food containers, anti-chemical ABS AF3530, foldable non-whitening ASA film (BA-MMA Copolymer), low-odor PP automobile materials; In-line-compounding; PS GP560N anti-aging and yellowing LED illuminating light boards, Low-smoke density PC/ABS AC3208 transportation boards (for high-speed rail, buses), Outdoor lighting/road-side lamp weather-resistant and temperature/humidity tolerant PC LEV1700, LEV2200, Large (7~10 inches) on-board display PC light guide plate LC1402 highly fluid light guide grade, etc.

  • (2) Fine denier fiber non-woven fabric that does not require addition of softeners, low-melting point nylon filament, high-melting point industrial nylon pellets, Round solvent cotton Formocel fiber, Anti-UV short-fiber yarn, heat-generating short-fiber yarn, coffee short-fiber yarn, and multi-element mixed short-fiber yarn.

5.1.2 Industry Overview

  • A. Current Status and Development of the Industry

The development of the petrochemical industry is deeply influenced by the national economic structure and policies regarding the development of the industry. So far, raw materials for the upstream of the petrochemical industry in Taiwan are mainly supplied by CPC Corporation, Taiwan, and Formosa Petrochemical Corporation and in case of any shortage, importation from overseas is an option. The upstream and downstream of the industry and the related derivative products not only fulfill various daily necessity and industrial needs by providing various types of petrochemical raw materials to facilitate manufacturing but also create enormous employment demand and job opportunities, making them an indispensable and relatively important part in the industrial chain and also an important national cornerstone that brings economic prosperity to the nation and society. The petrochemical industry is capital intensive and involves a huge investment value. The investment recovery period is long and the demand and supply of the upstream and downstream of the industrial chain are closely related. Forming a petrochemical cluster is the only way to benefit the joint management and development of the industry. Petrochemical products in Taiwan are mainly widely used plastic raw materials. Despite the fact that the petrochemical industry is an important basic industry to

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the economy in Taiwan, the rising awareness about environmental protection over the years has made it very difficult to develop the petrochemical industry in Taiwan. Restricted by the relatively limited domestic demand, for the petrochemical industry to reach the economic scale required for development relies on support and growth from the overseas market. Petrochemical products from Taiwan are mainly exported to Mainland China. Over the past few years, the rapid economic development in Mainland China has resulted in a significant increase in the cost of manpower. The labor-intensive traditional manufacturing sector is faced with powerful competition from South-East Asian countries known for their low production cost. To maintain the growing momentum of its economy, the huge domestic spending ability is relied upon to make further economic growths possible instead of foreign trade. This enhances the value added to products from the manufacturing sector and contributes to the rising economic development momentum. The increased spending on the domestic market also enhances the demand for petrochemical products. In order to fulfill the market demand, excessive capital was invested in the petrochemical industry over a short period of time and the production capacity was proactively expanded for improving self-sufficiency in petrochemical raw materials. This resulted in the structural disequilibrium between supply and demand of certain self-manufactured products. In case of shortage, importation is an option, making it an important export destination of Taiwan.

Prices of petrochemical plastic products are deeply affected by oil prices and the fluctuation in oil prices is directly affected by the international geopolitics, the production volume in the oil producing countries, and the international economic and trade relations. In the beginning of 2019, the falling streak of oil prices from the fourth quarter of 2018 continued. The international crude oil price bottomed out later thanks to China and the US willing to sit down and talk again to help resolve the trade disputes and other incentives such as the OPEC and its partner countries starting to officially limit the production. The Brent crude oil price kept climbing in the first quarter and reached the peak of US$75 per barrel in late April. In the first quarter of 2019, products such as plastics raw materials ABS, PS, and PP that were in stock were sold out smoothly thanks to the climbing oil prices as a result of the resumption of talks between China and the US in addition to the continued promotion of relaxation and various economic policies to boost internal demand and consumption as part of the financial strategy of Mainland China. Profitability in the first quarter of 2019 increased compared to that in the fourth quarter of 2018. In the second quarter of 2019, the trade war between China and the US restarted. Exports from Taiwan bore the brunt. Insufficient confidence on the market led to significantly reduced expert performance of downstream processing and export-oriented businesses of ABS, PS, and PP as reflected in the number of purchase orders received. Because of the deadlock between China and the US brought about by the trade war and the wait-and-see atmosphere on the market due to fluctuating oil prices, customers turned

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conservative in placing purchase orders and thus suppressed quotations provided on plastics and chemical products. Profitability in the second quarter was decreased compared to that in the first quarter.

Over the past few years, the technology required for producing shale oil in the US has been enhanced quickly with significantly improved production capacity and reduced production cost. Its competitive strengths on the market are increased. The crude oil produced in the US can not only satisfy the demand on its own market but also support the exports to the markets in Europe and Asia, which accordingly impacted oil prices. The third quarter should have been a high season for the exports of plastics raw materials. The extended China-US trade war made customers less willing to make purchases. The demand on the market shrank. The wait-and-see atmosphere in the downstream was thick. In addition, the low oil prices suppressed prices of plastics and chemical products. Product profitability shrank. The operating stress was significantly enhanced compared to the second quarter. In late October, the light at the end of the tunnel appeared for China-US trade talks. In addition, Russia and OPEC countries worked together to reduce the supply. Investors were optimistic about a China-US trade agreement. All of these pushed the Brent crude oil price to a new height of US$68.44 per barrel over the past three months in the end of the third quarter.

Due to the difficulty in getting a solution to the China-US trade war plus the new petrochemical production lines becoming available in 2019, the situation where there was volume yet no price on the market persisted. With increased throughput and reduced demand, the plastics and chemical industries had to deal with harsh challenges to make continuous operations possible. In the beginning of 2020, the outbreak of the novel coronavirus epidemic became a new uncertainty factor. Manufacturing facilities in Mainland China met with restrictions over reinstated operations. The migration of people and transport of cargo were limited. An economic recovery seems unlikely over the short term. In addition, the commissioning of new production lines and progression of the epidemic resulted in reduced consumption demand in Mainland China, further imbalance between supply and demand, and even more fierce competition in the industry. For the global economy in 2020, research institutes expect sluggish growths in major economies throughout Europe, America, and Mainland China. Despite the agreement reached in Stage 1 of trade negotiation between China and the US, which is likely to reduce uncertainties to a certain extent, the sluggish atmosphere on the market will remain. In addition, the negotiation among member states of the Regional Comprehensive Economic Partnership (RCEP) was completed in 2019. With Taiwan unable to take part in it, enterprises will be in an even more unfavorable position in the face of competition. Economy and trade of Taiwan will be affected to a comparable extent. Operation in the plastics and chemical industries would become even more difficult. Practitioners need to be prepared for an enduring battle.

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B. The flow charts of manufacture processes of upstream and downstream

(1) petrochemical and plastic products

==> picture [475 x 454] intentionally omitted <==

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

Petrochemical basic material Petrochemical mid material Purposes
Crude oil
LPG Safety lenses,
PP
Plastic case,
nonwoven cloth
-
Light oil Ethylene
AN
ABS
Diesel oil Propylene
Suit case, auto
parts
Gasoline Hydrocarbon BD Food container,
PS toys, packing
Mixed
Kerosene Aromatic Benzene SM
Daily necessities,
-
Heavy oil Acetone Resin furniture
CO Phenol BPA PC chips
Food container,
Oil coke PX PTA
CD disk
PET fiber, PET
MX PIA
film
Low melting
OX
fiber
Toluene
----- End of picture text -----

(2) 、 Textile and manmade fiber

Textile and manmade fiber material Textile and manmade fiber material Textile and manmade fiber material Textile and manmade fiber material Textile and manmade fiber material Textile midproducts Textile midproducts Textile midproducts Purposes
Twigs Paper Pulp Rayon Spin yarn,
Blend yarn
Apparel cloth,
Bedding cloth,
Sanitary
appliance
Cotton Fiber
Benzene CPL Nylon chips Nylon
filament
Synthetic fiber,
Tire filling
material
Ammonia

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  • C. Various Developmental Trends and Competition of Products

The shale oil mining technology is becoming more and more mature in the US. The shale gas revolution brought about the excessive mining of low-price shale oil. The mining of shale gas wells has boosted local industrial developments in the US to accordingly turn it from a crude oil importer to an exporter. The OPEC does not own the exclusive leadership over prices of crude oil in the world any more.Competitive petrochemical products from the US are entering Asian markets in an overwhelming way to impact Asian markets and domestic petrochemical manufacturers significantly. In order to reduce the impacts on the market, domestic manufacturers either set up facilities in the US directly with access to low-price materials closer to places of origin of the raw materials or transformed to develop high-value products, adding value to their products. Domestic manufacturers are making overseas investments or deploying around the world reflective of their respective operational conditions and market strategies. To go with the government’s southbound policy, Formosa, on the other hand, went to the US to set up facilities close to where raw materials are. Some domestic petrochemical manufacturers, on the other hand, collaborated with manufacturers in Mainland China by setting up production facilities in petrochemical zones to ensure that supply of materials is not a concern, to expand the production capacity, and to increase their presence on the Mainland China market.

For the sake of minimizing trade deficits, the US Government emphasizes the America First policy; production within the US is encouraged and various incentives are available. The tax reform was introduced at the end of 2017; business income tax was reduced to enhance the incentive for people to invest in the US. For specific industries and items, the import duty is increased. For products imported from Europe and Asia, the rates are significantly increased. This has brought about powerful impacts on the global trade and economy. The global macroeconomic outlook is generally undesirable. The US is an important export destination for Mainland China and also an important market for Taiwan as certain products are exported indirectly through Mainland China. The high import duty imposed by the US will seriously impact the economy of Mainland China and the Mainland China market accounts for more than 40% of the overall export trade of Taiwan. As Mainland China exports are impacted, Taiwan's export economy will thus suffer setbacks. This will cause cyclical reductions for Taiwan's petrochemical industry in its expansion into Mainland China and the world, causing even deeper impacts on Taiwan.

For recent years, in Mainland China already to increase self-sufficiency with petrochemical raw materials, more efforts have been devoted to the construction of large-scale petrochemical exclusive zones that combine the upstream and downstream in one over the past few years, such as the Dalian Changxing Island Petrochemical Zone and the Gulei Petrochemical Zone. Manufacturers have been

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encouraged to enhance their process criteria, improve product quality, and reinforce industrial composition. The emphasis is placed on environmental protection in order to reduce the throughput contributed by low-efficiency equipment. Supply side structural reform continued. In terms of production, the emphasis has been switched from quantity to quality to strictly improve the criteria for the discharge of waste gases and waste water as well as waste management. Manufacturers without economic benefits and not of an economic scale and not meeting the production criteria for environmental protection were forced to significantly reduce their production capacity. The adjustment of the industrial structure rendered reduced production capacity and reduced supply. The demand on the domestic market, however, continued to grow due to economic growths. This contributed to product profitability.

Taiwan's economy is highly export trade-dependent. Its economic development is highly linked to the global economic and trade growths. As Mainland China and the US are two major export markets, our Company was deeply impacted, too. Secondly, the commissioning of new production lines one after another at respective petrochemical manufacturers throughout Mainland China resulted in more supply than demand and falling prices of petrochemical products. Corporate profitability was quite impacted as such. For the domestic and international economic situations as a whole in the future, given the persisting impacts from the trade disputes between China and the US on the global economy, in addition to the recent conflicts between the US and Iran, international oil prices are likely to be further impacted, adding to the uncertainty for operations in the future. Taiwan loses its competitive advantages also because of the failure to take part in trade agreements such as the CPTPP and the RCEP and impossibility to enjoy relevant preferred taxes. In other words, corporate operations are going to face even harsher challenges.

To avoid competition over prices on the market, the Company has reinforced production safety, stabilized process total throughput and production, and reduced cost to enhance competitiveness. In addition, to reflect industrial developments, the Company adjusted its organizational framework, remains flexible in production deployment, proactively answers to demand on the market, enhanced the management efficiency, and adopted multiple AI smart production and development plans to boost production efficiency and develop towards high-value products. With additional value, the product structure will be reinforced and developments in the industry will be maintained.

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5.1.3 Research and Development

  • A. Research and Development Expenses by the Central Research Institute (CRI) in the Past Two Years

Unit: NT$ thousands

Year 2019 2020(Estimated)
Total Expenditure 666,509
735,121
  • B. Successfully developed technologies or products

As far as products that have been successfully developed by the company are concerned, In terms of ABS, BP645 that contains 60% of glue was developed to take care the production efficiency and to reduce the content of COD in water at the same time. In addition, the dying performance and strength of ABS are improved and weather tolerant ASA pellets are successfully produced; they are particularly suitable for use in outdoor parts, automobile materials, small hardware and construction materials. For PS, high-tone HP835G was developed to be mainly applied in home appliances such as air-conditioning panels and covers of washing machines that feature relatively optimal tones in order to proactively secure the markets in Taiwan and Southeast Asia. Moreover, the LCD TV light board-exclusive material was successfully developed. Highly light-permeable and high color temperature as well as optimal optic performance, the material has been extensively adopted by customers. In the future, efforts will be devoted to seeking certification by home appliance heavyweights.

For PP, the development of contact lens male and female die materials is completed. For medical devices, anti-γ-ray irradiation is applied to sterilize the tips of pipettes, laboratory consumables, and IV bottles, among others. In-line compounding was added to develop PP with altered properties. The applications include bumpers, baggages, PP fiber-added printer accessories, and transparent low-temp keep-fresh containers, among others. In PC, the focus is placed on exploring the opportunities to seek certification by first-rate 3C, home appliance, and automobile materials heavyweights and the development of Si-PC, PC/ABS and the latest trendy PC/PMMA coextruded glass-like mobile phone back cover materials. PCR(Post-Consumer Recyeled Plastic) Environmentally friendly and recyclable materials were developed.

As far as short-fiber yarn textile products are concerned, new processes and equipment are introduced, various types of yarns are produced, and functional fabrics are researched and developed for collaborative brands to add to the value of the products. In 2019, the company finished developing the functional anti-pilling short-fiber yarn, closely-knitted yarn, SIRO yarn, Slub yarn, flame-retardant short-fiber yarn, mosaic yarn, environmentally friendly recyclable yarn, collagen (R) yarn, and multi-element mixed short-fiber yarn. The company will combine subsequent processing facilities in enhancing the quality

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level. Manpower and resources will continue to be invested in the pursuit of advancement in quality. For long-fiber textile products, in response to the world’s appeal for being green and environmentally friendly, recycled raw materials are used during production. A series of environmentally friendly nylon filament products have been developed and nylon color filaments are being developed in order to minimize the impacts of dyeing wastewater on the environment. In response to the world's appeal for being green and environmentally friendly, recycled raw materials are used during production. A series of environmentally friendly nylon filament products have been developed and nylon color filaments are being developed in order to minimize the impacts of back-stage dyeing wastewater on the environment.

5.1.4 Long-term and Short-term Development

A. Short-term Plan

(1) Petrochemical and plastic products

Products from the petrochemical industry are widely applied, mostly in daily necessities, with steady demand on the market. Primary products sold by our company are intermediate petrochemical materials like petrochemical aromatic hydrocarbons, such as benzene and p-Xylene, and raw materials for plastic products, such as polystyrene and polypropylene. The primary raw materials light oil and gasoline go through cracking, extraction, recombination, and refining, among other processes, to become various types of intermediate petrochemical materials. In order to realize steady production, maintaining a harmonious environmental performance, keeping the staff safe during operation, and securing stady operation of equipment have been the Company's fundamental belief in operation. Over the past few years, the Company has been investing in the development artificial intelligence (AI), properly enhancing process management and stability, and maintaining corporate operational momentum. For respective production facilities, spontaneous inspection of equipment will be further enhanced. Engineering quality management will be strictly imposed for comprehensively enhanced engineering quality and to ensure that equipment runs normally for the best of industrial safety. The company has been proactively promoting circular economy over the long term. Environmental protection measures such as energy conservation, water conservation, and reduced emission and reduced waste are enforced for respective processes. Industrial safety education is provided to employees and contractors. JSA is precisely discussed prior to construction in a devoted effort to ensuring personnel safety. For further comprehensive enhancement of safety awareness, spontaneous equipment inspections will be reinforced for respective production facilities; strict engineering quality management will be enforced; normal operation of equipment will be ensured; environmental protection measures will be put into action; energy utilization efficiency will be increased; process-generated waste thermal

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energy will be recycled and reused; waste water will be recycled for repeated use; and the efficacy of circular economy will be enhanced. All of these are short-term priorities.

For major petrochemical raw material product of the company, pure terephthalic acid, after elimination through the market mechanism in Mainland China, non-competitive manufacturers have gradually gone out of business and the disequilibrium of supply and demand on the market has improved significantly. For the past few years, producers mostly have managed to bring down the production cost by improving their processes or updating their equipment. The serious deficits in the industry are showing obvious improvements. Some manufacturers with relatively desirable operation performance have begun to turn losses to gains. The company also plans to build new facilities with an annual throughput of 1.5 million tons to maximize the supply to address the demand on the market.

Plastic raw materials produced by the company are advantageous with the one-stop low production cost covering the upstream and the downstream and steady supplies of raw materials, outstanding quality of products, and smooth distribution on the market; they are highly competitive on the market. Mainland China started the anti-dumping investigation of petrochemical products from Taiwan in recent years. It was determined that styrene (SM) imported from Taiwan, Korea, and the US was found with dumping evidence. The increased import cost disfavors the promotion of products and will impact related export industries of Taiwan. Despite the increased cost of SM exported to Mainland China, most of the SM exported by the company is meant for our affiliated entities to facilitate their production and the products are mainly sold on the domestic market of Mainland China. Plus the equally powerful demand for raw materials such as ABS and PS in sectors such as that for home appliances in Mainland China and the robust demand on the market, customers are highly capable of affording a higher price. Despite the trade friction between the US and China facing the Mainland China market and the imminent increase of import duty for home appliances and automobiles, among other products, exported to the US, the stress brought about by the increased cost is fortunately abated by dropping oil prices. Respective facilities of the company will run on full capacity to support the production and to satisfy the demand on the market.

(2) Textile and chemical fiber products

The domestic textile industry of Taiwan is faced with fierce competition from inside and outside the country, including the textile and fiber industry of Mainland China that is getting strong and the maturing textile industrial chain among emerging Southeast Asian countries benefiting from factories established by Taiwanese businesses and the textile industry that has immigrated from Mainland China entering the market at a low production cost in addition to the one-stop production model combining the upstream and the downstream. The

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company faces the same challenge in its textile operation. In pursuit of improvements, the segment has gone through multiple organizational and structural adjustments. The production process flow is reinforced to reflect trends on the market. The production model featuring small quantities and diversities is adopted for extended production of composite yarn, functional yarn, and medical yarn. Market segmentation is created to provide with customized and high-value special-specification products and to differentiate from bulky products, satisfying the focus market demand.

The planned short-term operation is as follows:

  1. The production and distribution plan will be flexibly adjusted in response to the short-term demand on the market to quickly reflect changes on the market and the effort will be devoted to the distribution and promotion of products with a relatively high additional value for enhanced operational performance.

  2. Technical productivity will be integrated to increase the utilization rate and bring down cost. There will be more after-sales customer service representatives to improve competitiveness on the market and the market share.

  3. Equipment automation will be promoted to improve quality stability, to reduce the dependence on manpower, to bring down production cost, and to improve the operational composition.

  4. B. Long-term Plan

  5. (1) Petrochemical and plastic products

The initial agreement from the China-US trade talks was signed in the beginning of 2020. Negotiations between China and the US will continue, leaving excessive room for speculation. Despite the temporarily eased China-US trade disputes, starting in 2020, large-scale additional petrochemical production lines will be commissioned one after another in areas throughout Mainland China and the regional economy and trade agreement in Asia will be signed to realize preferred tariffs among member states, which will significantly impact export-oriented industries in Taiwan. In response to such harsh challenges in the macro environment, the Company implemented the cage change program where high-value products are proactively developed and the ratio of high-value products is increased. Meanwhile, construction of specialized production facilities for composite materials across the Taiwan Strait continued for a reinforced product structure improved corporate competitiveness to realize sales market segmentation while keeping the efforts in realizing sustainable operation.

Mainland China, with its huge domestic consumer market, large capital size built over the past few years thanks to rapid economic growths, and big population, is focusing on fortifying its capabilities in industrial developments by proactively establishing petrochemical industry zones where upstream and downstream

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businesses jointly create the industrial chain, expanding the production capacity for petrochemical raw materials, reducing the dependency on imported products, increasing the output to replace imported products, helping the industry grow strong and enhancing self-sufficiency. After many years of efforts devoted to the development, the upstream and downstream supply chains of the petrochemical industry are gradually taking shape. Self-sufficiency is increased, which accordingly has impacted the exports of petrochemical products from Taiwan to Mainland China. In order to maintain the market share and enhance the production and distribution scale of products with enlarged differences from production facilities in Taiwan and in Mainland China, sales to overseas markets are maximized by means of the economic collaboration mechanism established between Mainland China and the ASEAN. The expansion in the production capacity for PTA (with an annual throughput of 1.5 million tons), PIA (with an annual throughput of 200 thousand tons), and ABS (with an annual throughput of 250 thousand tons) has been planned for the time being for facilities in Mainland China to fulfill the market demand for textiles and home appliances. In addition, de-bottleneck increased production of phenol (with an annual throughput of 100 thousand tons) and acetone (with an annual throughput of 61,500 tons) has been made possible to maximize market supply.

In response to the rapid changes in the industry and the resultant impacts and to go with the cage change program, the company will proactively promote the high-value product strategy. In the case of PC pellets, the Company will continue to work towards customized production for enhanced product differentiated production ratio. ASA pellets for the temperature-tolerant and corrosion-tolerant high value-added ABS products that are continued to be researched and developed by the company have been applied to the production. The company proactively works with its downstream partners in expediting certification and continuously maximizing the market share with its strengths in product quality and leading production technology.

In addition, given the maturing shale oil mining technology each day in the US, the relatively low cost associated with the supply of shale oil, and the current incentives available in the US for overseas enterprises setting up their facilities or investing in the US, such as preferred taxes, after careful evaluation, the Company decided to set up an ethane cracking facility in the US jointly with other members within the corporate group. For Stage 1, a production system combining the upstream, midstream, and downstream of petrochemical plastics is intended. Besides ensuring the source of supply of raw materials, warehousing and transport, as part of the overhead, can be saved to effectively reduce the production cost, enhance profitability, and boost product competitiveness. For Stage 1, a throughput to support the production of petrochemical products such as 900 thousand tons of ethylene glycol and 600 thousand tons of polypropylene is planned.

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(2) Textile and chemical fiber products

Faced with the long-term low-price production competition from Mainland China and the emerging countries in Southeast Asia, the company continued with its differential production model that helps provide customized and diversified high value-added products in small quantities and supply the niche market high-performance composite yarn for medical and automobile materials to create market demand.

In light of the rising awareness about environmental protection around the world, the company continued to promote circular economy, emphasizing repeated use and sufficient utilization of the use value of products to minimize the harm done to the environment. The company is proactively devoted to the research and development of environmentally friendly recyclable materials. Waste is recycled and used again. Environmentally friendly yarns are produced. Meanwhile, the company collaborated with international brands in the commercialization of environmentally friendly yarns and has created sales and supply chain system combining the upstream and the downstream to quickly respond to the changing demand on the market and provide feedback, increase the number of items supplied, and shorten the lead time. The production capacity of each production site overseas is maximized to fortify the manufacturing capabilities, to facilitate flexible global and local production deployments, and to innovate on production, starting all over again on the fierce global textile market.

The planned long-term operation is as follows:

  1. Development of high-value differential characteristic products reflective of the environmental protection trend and the demand for functionality on the market will continue to lead in the industry and improve the competitive advantages and profitability of the products on the market.

  2. Functional products will be proactively developed. Reflective of the fashion trend on the market, niche products will be produced to meet customers’ requirement for multi-functionality and environmental protection appeal.

  3. In response to the global deployment with production sites in Taiwan, Mainland China, and Vietnam, R&D capability will be enhanced and the products will be segmented by the type as well as the market.

  4. The desirable partnership between existing distributors and the company will be optimized to further turn them into close strategic partners in building brand loyalty of customers in the company’s products for co-existence and shared prosperity.

  5. With the yarn facility in Vietnam as the center, efforts will reach out to explore potential customers in emerging Southeast Asian countries and develop emerging markets.

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5.2 Market and Sales Overview

5.2.1 Market Analysis

A. Sales (Service) Region

A. Sales (Service) Region
Products Export region Major Competitor Local Market
Share(%)
Ortho xylene Mainland China Reliance, ExxonMobil 55
Para xylene Mainland China JXTG,SKGC 28
Styrene Monomer Mainland China, Asia China Petrochemical Development
Corporation, Hanwha Total
Petrochemical, SHELL, SADAF
61
Acetone Mainland China, Asia China Petrochemical Development
Corporation, Chang Chung Group,
LG, PTT
52
Phenol Mainland China, Asia China Petrochemical Development
Corporation, Chang Chung Group,
LG, PTT
35
Pure Terephthalic Acid Mainland China, Vietnam CAPCO, Oriental Petrochemical
(Taiwan) Co., Ltd.
34
Purified Isopropyl Alcohol Mainland China, Asia, Europe, Middle
East, South America,
LOTTE, MGC, Indorama, FHR,
EASTMAN, SINOPEC Yanshan
Company
83

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Poly Styrene Mainland China , South East China,
Middle East,
Chi Mei Corp., Taita Chemical Co.,
Ltd., KAOFU Chemical Corp.
55
Acrylonitrile Butadiene Styrene
Pellets
Mainland China , South East China,
Europe,
Chi Mei Corp.,
Grand Pacific Petrochemical Corp.
Taita Chemical Co., Ltd.
30
Poly Propylene Mainland China, Middle East, South East
China, Japan,
LCY Chemical Corp. LOTTE,
TOTAL, China Petrochemical
Development Corp
30
Poly Carbonate Mainland China, Asia, South East China,
Europe, America,
Teijin, Covestro, SABIC 41
Rayon fibers Turkey, South East China, Pakistan,
America, Europe, South Korea
SPV, LENZING, Birla 55
Synthetic Spun Yarns Europe, America, Japan,
South East China
Far Eastern New Century,
Taiwan Spinning Co., Ltd.
6
Nylon filaments Mainland China, Middle East, South East
China
Lipeng Enterprise Co.,Ltd.
Zig Sheng Industrial Co., Ltd.
40

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B. Favorable and Unfavorable Factors in the Long Term

Please see Letter to Shareholders, Industry Overview and Long-term and Short-term Development sections in this annual report. 5.2.2 Production Procedures of Main Products

A. Major Products and Their Main Uses

  1. Benzene (BZ ) : materials of Styrene Monomers, Phenols, and synthetic fibers and resins, etc.

  2. Para xylene (PX): materials of Pure Terephthalic Acid, dye, and resins, etc.

  3. Ortho xylene (OX): materials of detergent, resins, etc.

  4. Pure Terephthalic Acid (PTA): materials of Polyester fibers, Polyester films, Pet bottle, PBT engineering plastic resins, etc.

  5. Purified Isopropyl Alcohol (PIA): materials of Pet bottle, Polyester films, etc.

  6. Polystyrene chips (PS): materials of toys, CD case, Lampshade, Electric cover, home appliance electric spares, etc.

  7. Acrylonitrile Butadiene Styrene (ABS): materials of suitcase, office appliance cover, telephone shell, etc.

  8. Polypropylene (PP): material of home appliances, food buckets, wrap bag, carpet cloth, plastic pallet, etc.

  9. Polycarbonate (PC): material of cups, optic lenses, stationary, food buckets, transparent case, etc.

  10. Rayon fiber: material synthetic fiber, filter cloth, inner liner cloth, shoe pad, cosmetic purpose cotton, cosmetic and health aid, etc. 11. Nylon filament: material of filament for sky clothes, swimsuit, briefs, umbrella, back bag, safety belts, conveyor, etc.

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B. Major Products and Their Production Processes

1. Aromatic

Naphtha extraction

Light oi ~~l~~ add hydroge ~~n~~ recombinatio ~~n~~ alkanisatio ~~n~~ Benzene purificatio ~~n~~ isolatio ~~n~~ isomerization

Ortho-xylene (OX) Para-xylene (PX)

2. Styrene Monomer (SM)

  • Benzene alkanisatio ~~n~~ distillatio ~~n~~ benzole recovery ethylbenzene recovery Ethylene

de-hydrogen isolation ethylbenzene recycle purification SM

3. Phenol

Benzen ~~e~~ alkanisatio ~~n~~ cumene distillatio ~~n~~ oxygenation concentration Propylene

spli ~~t~~ isolation cumene distillation Cumene

phenol distillation Phenol

4. Pure Terephthalic Acid (PTA)

Pary-xylen ~~e~~ oxygenatio ~~n~~ crystallization split dehydration harmonized

plasm ~~a~~ hydrogenation crystallizatio ~~n~~ split dehydration PTA

5. Purified Isopropyl Alcohol (PIA)

  • Meta xylene oxygenatio ~~n~~ crystallization split hydrogenatio ~~n~~ harmonized

plasma hydrogenatio ~~n~~ crystallizatio ~~n~~ spli ~~t~~ hydrogenation PIA

6. Poly-styrene (PS)

  • Styrene Monomer solution combination advanced polymerization

  • de-hydrogen extrusion cut dehydration PS

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7. Acrylonitrile- Butadiene-Styrene Pellets (ABS Pellets)

SM combinatio ~~n~~ polymerization de-alkylatio ~~n~~ extrusion Acrylonitrile

cut dehydration SAN Pellets

Butadiene polymerization SM polymerization condensation Acrylonitrile

hydrogenation dehydration ABS powder

ABS powder extrusion cut packing ABS Pellets SAN pellets

  1. Poly-propylene (PP)

Ethylene

Propylene purificatio ~~n~~ polymerizatio ~~n~~ inactivatio ~~n~~ pellets

Hydrogen

Normal hexane blending PP

  1. Poly-carbonate (PC)

CDC + BPNA + MC→PC alkaline cleaning 、 acid pickling 、 watering PMC

dehydration PC powder PC Pellets

10. Rayon fiber

Wood pul ~~p~~ alkaline maturity solution maturity filter spin extension cut fabric ~~d~~ ehydration moisture r ayon fiber

11. Synthetic spun yarns

Cotton blow comb combinatio ~~n~~ slub yarn spun yar ~~n~~ bobbin combination

twisted spun yarn bobbin combination packing synthetic spun yarns

  1. Nylon filaments

  2. Captrolactam polymerization spin extension nylon filaments

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5.2.3 Supply Status of Main Materials

The Company built network platform making purchase to ensure that the purchasing processes are impartial and just. All suppliers who certified by digital signatures can quote or enquire prices on the same network platform to advance efficiency and create win-win situation. Currently, there are more than ten thousands suppliers have enrolled in the system. The main sources of raw material are listed as fallow.

Unit: NT$ thousand

Unit: NT$ thousand
Items of raw material Unit Volume Amount Major suppliers
Light oil tonne 2,472,878 40,758,333 Import and from local company
Mixed Aromatic hydrocarbons tonne 1,074,798 17,982,504 Formosa Petrochemical Corporation
Mixed Xylene tonne 829,589 18,184,315 Import form sopt markets
Benzene tonne 1,396,328 27,776,667 Import and from local company
Para-xylene tonne 792,820 22,155,248 Import and from local company
Propylene tonne 531,146 13,948,361 Formosa Petrochemical Corporation
Ethylene tonne 370,439 9,619,109 Formosa Petrochemical Corporation
Acrylonitrile tonne 84,754 4,215,263 Formosa Plastics Corporation
Butadiene tonne 57,228 1,792,546 Formosa Petrochemical Corporation
Bisphenol tonne 177,049 6,703,234 Nan Ya Plastics Corporation
Rubber tonne 10,276 604,091 Import and from local company
Caprolactam tonne 86,747 4,123,072 Import and from local company
Pulp tonne 76,824 2,058,732 Import
Coal tonne 1,552,309 4,633,460 Import

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5.2.4 Major Suppliers and Clients

A. Major Suppliers in the Last Two Calendar Years

Unit: NT$ thousands

Item 2018 2019 2020 (As of March 31) 2020 (As of March 31) 2020 (As of March 31)
Company
Name
Amount Percent Relation
with
Issuer
Company
Name
Amount Percent Relation
with
Issuer
Company
Name
Amount Percent Relation
with
Issuer
1 Formosa
Petrochemical
Corporation
167,550,868 42.3 Invested
Firm
Formosa
Petrochemical
Corporation
115,927,530 45.1 Invested
Firm
Formosa
Petrochemical
Corporation
29,768,396 52.4 Invested
Firm
2 Others 228,471,751 57.7 Others 141,377,019 54.9 Others 26,989,506 47.6
Net Purchases 396,022,619 100 Net Purchases 257,304,549 100 Net Purchases 56,757,902 100

Note:

  1. Major suppliers refer to those commanding 10%- plus share of annual order volume.

  2. For the list company, the most recent quarterly financial information which has been audited or reviewed by the accountant, prior to the publication date of the annual report, should be disclosed.

  3. The amount of raw materials which bought from Formosa Petrochemical Corp. decreased mainly due to market demand still thickly and the accident at the third aromatic hydrocarbon plant as compared to 2018.

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B. Major Clients in the Last Two Calendar Years

Item 2018 2019 2020 (As of March 31) 2020 (As of March 31) 2020 (As of March 31)
Company
Name
Amount Percent Relation
with
Issuer
Company
Name
Amount Percent Relation
with
Issuer
Company
Name
Amount Percent Relation
with
Issuer
1 Nan Ya
Plastics
Corporation
35,653,243 8.7 Invested
Firm
Nan Ya
Plastics
Corporation
24,557,303 7.8 Invested
Firm
Nan Ya
Plastics
Corporation
5,559,562 8.6 Invested
Firm
2 Formosa
Petrochemical
Corporation
30,182,702 7.4 Invested
Firm
Formosa
Petrochemical
Corporation
16,566,350 5.2 Invested
Firm
Formosa
Petrochemical
Corporation
5,153,527 8.0 Invested
Firm
3 Others 342,023,820 83.9 Others 274,375,410 87.0 Others 53,730,964 83.4
Net Sales 407,859,765 100 Net Sales 315,499,063 100 Net Sales 64,444,053 100

Unit: NT$ thousands

Note:

  1. Major clients refer to those commanding 10%- plus share of annual order volume.

  2. For the list company, the most recent quarterly financial information which has been audited or reviewed by the accountant, prior to the publication date of the annual report, should be disclosed.

  3. The sales decreased as compared to 2018 because the impacts were not only mainly from the trade friction between China and the US as mentioned above and the commissioning of the new production lines but also markets were thickly on the lookout, and prices of petrochemical products dropped significantly into the margin was far greater than that with the oil price that and it led to the reduction in business profits.

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5.2.5 Production in the Last Two Years

Unit: NT$ thousands

Year
Output
Major Products
(or bydepartment)

2018

2018

2018
2019 2019 2019
Capacity
(tonne)
Quantity
(tonne)
Amount Capacity
(tonne)
Quantity
(tonne)
Amount
Ortho xylene 480,000
111,849

3,056,062

480,000

112,987

2,745,148
Para xylene 1,970,000
1,680,953

46,907,782

1,970,000

1,482,580

36,614,822
Meta Xylene 100,000
99,935

2,954,965

100,000

90,165

2,352,400
Benzene 1,330,000
1,424,749

33,995,399

1,330,000

1,122,554

23,434,770
Styrene Monomer 1,320,000
1,404,486

45,389,091

1,320,000

1,282,036

33,692,866
Acetone 456,000
480,844

8,417,283

456,000

460,374

6,718,539
Phenol 740,000
777,609

25,273,688

740,000

740,247

20,016,488
Pure Terephthalic Acid 2,900,000
2,269,872

54,648,765

2,900,000

2,347,357

49,864,838
Purified Isopropyl Alcohol 200,000
192,087

6,121,441

200,000

188,049

5,267,908
High Acetic Acid 300,000
306,518

4,096,425

350,000

334,091

3,786,426
Polystyrene 540,000
596,404

25,921,401

540,000

605,537

20,737,201
Acrylonitrile Butadiene Styrene 910,000
909,999

49,349,630

920,000

906,073

39,892,072
Polypropylene 560,000
555,889

19,919,909

600,000

543,654

17,312,118
Polycarbonate 200,000
198,476

13,666,149

200,000

203,438

11,125,372

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Rayon 78,840
72,745

4,493,291

78,840

60,987

3,436,092
Synthetic Spun Yarn 486,000
489,800

6,874,247

473,000

473,749

5,924,519
Synthetic Spun Cloth 0
314,650

14,856,275

0

296,443

15,686,336
Nylon filaments 125,400
121,971

11,176,116

125,400

116,734

9,540,241
Nylon Pellets 134,000
130,032

9,261,632

134,000

117,322

5,101,745
Polyester Fiber 146,000
177,533

6,302,878

146,000

189,795

8,044,383
Polyester Pellets 120,000
146,568

5,008,630

120,000

180,984

5,403,412
Film 66,000
83,002

4,000,044

66,000

75,965

344,130
Tire Cord Filament 64,400
57,111

8,148,909

64,400

51,743

7,518,288
Gasoline 0
463,812

12,144,072

0

466,101

11,744,169
Composition 1,055,453
938,660

4,801,942

0

0

0
Testing 1,128,723
1,025,472

3,460,515

0

0

0
Modules 6,617
4,392

605,469

0

0

0
Electricity 16,987,827
13,748,576
Others 41,846,537
27,762,776
Total 489,686,374 387,815,635

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5.2.6 Shipments and Sales in the Last Two Years

Unit: NT$ thousands

Unit: NT$ thousands Unit: NT$ thousands Unit: NT$ thousands Unit: NT$ thousands
Year
Shipments
& Sales
Major Products
(or bydepartments)
2018 2019
Local Export Local Export
Quantity
(tonne)
Amount Quantity
(tonne)
Amount Quantity
(tonne)
Amount Quantity
(tonne)
Amount
Ortho xylene 116,969
3,134,723

0

0

103,576

2,648,182

5,999

174,327
Para xylene 133
4,888

806,938
24,959,540
117

3,977

265,251

8,003,629
Benzene 0
0

29,988

723,636

0

0

0

0
Meta Xylene 1,139
42,076

3,432

121,442

264

8,888

0

0
Styrene Monomer 359,534 14,305,988
207,535

7,771,868

322,712

9,802,374

128,870

3,694,917
Acetone 388,297
7,312,823

89,714

1,547,689

383,314

5,365,075

75,395

874,677
Phenol 778,620 30,203,318
1,250

41,128

702,505

21,248,755

26,825

712,770
Pure Terephthalic Acid 2,094,418 52,733,248
127,689

3,241,493

2,042,621

45,986,620

302,485

6,597,027
Purified Isopropyl Alcohol 4,771
204,023

180,230

7,522,642

17,869

587,854

169,552

4,601,454
High Acetic Acid 155,720
3,132,627

77,201

1,475,920

201,850

2,693,087

84,380

1,099,932
Polystyrene 325,331 15,280,223
273,874
12,378,822
323,832

12,904,166

281,700

10,626,707
Acrylonitrile Butadiene Styrene 534,288 31,474,905
360,776
21,038,475
551,470

27,193,849

366,828

17,593,954

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Polypropylene 183,433
7,368,394

367,807
14,777,456
188,342

7,153,611

353,018

12,882,630
Polycarbonate 46,193
4,146,074

127,477
11,442,635
45,473

2,840,624

137,589

8,722,972
Rayon 27,428
1,588,216

29,950

1,741,306

14,542

740,862

27,980

1,407,825
Synthetic Spun Yarn 163,595
2,510,383

321,909

4,597,792

142,243

2,027,297

328,169

4,118,927
Synthetic Spun Cloth 45,467
2,112,250

257,374
12,971,611
37,217

1,377,768

249,441

14,189,276
Nylon filaments 57,263
4,869,681

38,578

3,717,063

58,715

4,292,590

30,128

2,583,721
Nylon Pellets 9,680
560,343

13,997

959,198

7,427

342,867

8,981

495,111
Polyester Fiber 79,599
3,367,334

58,122

3,216,906

75,374

3,012,483

44,028

2,564,618
Polyester Pellets 106,040
4,044,843

34,446

1,273,282

93,328

3,020,520

39,825

1,326,340
Film 42,564
2,156,918

38,386

1,975,729

37,349

1,826,667

37,055

1,894,398
Tire Cord Filament 8,516
1,498,881

44,808

6,165,482

9,339

1,680,217

43,114

5,964,521
Gasoline 463,812 12,144,072
0

0

466,101

11,744,169

0

0
Composition 925,997
4,679,790

4,105

60,434

0

0

0

0
Testing 1,009,930
3,434,643

256

1,770

0

0

0

0
Modules 3,644
559,931

650

48,957

0

0

0

0
Electricity 5,277,883 11,694,893
0

0

5,690,642

11,709,784

0

0
Others 37,418,995
2,103,006
22,920,796
2,236,248
Total 261,984,483
145,875,282 203,133,082
112,365,981

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5.3 Human Resources

Employees are the most important asset of a company. Every company should strive to ensure every employee can work safely and are willing to contribute his or her talent. To recruit talented employees, the Company offers stable and competitive salaries and benefits, comprehensive training, and promotion system so that every employee can fully utilize his or her talent under these basic conditions.

Year 2018 2019 As of
March 31,2020
Number of
Employees
Male 4,506
4,464

4,372
Female 543
491

476
Total 5,049
4,955

4,848
Average Age 44.3
44.4

44.5
Average Years of Service 18.2
18.5

18.7
Education PhilosophyDegree 0.20
0.24

0.25
Masters 10.30
10.93

10.97

Bachelor’s Degree
47.07
48.64

49.12

Senior High School

36.47

35.77

35.31
Below Senior High
School
5.96
4.42

4.35

Note: The number of employees only includes the Company.

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5.4 Environmental Protection Expenditure

5.4.1 Total Losses and Penalties

The loss or penalty caused by environmental pollution during the latest year and up to the printing date of this annual report.

NT$ thousands NT$ thousands
Year 2019 As of April 2020
Industrial Safety
Fine
420
_
Environmental
Protection Fine
5,668
100
  1. Sum of losses and punishments associated with environmental pollution

(I) Detailed List of Industrial Safety-related Fines:

(1) Lao-Zhi-Shou-Zi No. 1080201519 dated April 11, 2019: violation of Article 185 Subparagraph 1 of the Occupational Safety and Health Facility Rules and Article 6 Paragraph 1 of the Occupational Safety and Health Act by engaging in the manufacturing or handling of dangerous items and for gas explosions or fires caused by failure to handle in a timely manner in case of process gas leaks inside pipelines connecting equipment; a fine of NT$300,000 was imposed.

(2) Lao-Zhi-Shou-Zi No. 1080200787 dated May 13, 2019: violation of Article 27 Paragraph 1 of the Occupational Safety and Health Act for failure of the client to inspect the workplace for operations carried out jointly with contractors; a fine of NT$60,000 was imposed.

(3) Lao-Zhi-Shou-Zi No. 1080202849 dated July 3, 2019: violation of the requirements in Article 287 of the Occupational Safety and Health Facility Rules for failure to wear safety and health protective equipment while working in a high-temperature and steam-affected place; a fine of NT$60,000 was imposed.

(II) Detailed List of Environmental Protection-related Fines:

(1) Fu-Yuan-Kong (II)-Zi No. 1083600970 dated February 12, 2019 for having exceeded the regulatory criterion of 50 mg/Nm3 with the TSP randomly tested from the discharge pipeline of the PC plant in violation of Article 20 Paragraph 1 of the Air

148

Pollution Act; a fine of NT$200,000 was imposed as required by Article 56 of the same Act.

(2) Fu-Yuan-Kong (I)-Zi No. 1083603778 dated April 8, 2019 for the excessive black smoke generated due to the fire triggered by LPG leaks in violation of Article 32 Paragraph 1 of the Air Pollution Act; a fine of NT$5,000,000 was imposed as required by Article 67, Article 96 Paragraph 1 Subparagraphs 4 and 6 of the same Act and discontinuation of the process (M05) and immediate improvement were mandated. (3) Fu-Yuan-Kong-Zi No. 1080018020 dated June 25, 2019 for the 3PC equipment elements of the PTA plant in Longde to have exceeded the control criterion of 2,000 ppm of Yilan County in violation of the requirement over the control and emission of volatile organic matters in equipment element in Article 20 Paragraphs 1 and 2 of the Air Pollution Act; a fine of NT$300,000 was imposed.

(4) Fu-Yuan-Shui-Zi No. 1080453331 dated December 26, 2019 for having a value of effluent suspending solids detected exceeding the regulatory control value of 30 mg/L in violation of Articles 2 and 3 of the Water Pollution Act; a fine of NT$168,000 was imposed.

(5)Fu-Yuan-Kong (II)-Zi No. 1093608745 dated March 23, 2020 for ARO3 plant continuous automatic monitoring facility connection data, discharge pipeline PG01 oxygen monitoring data 107 years of the first, second, and third quarters of effective monitoring, the percentage rate did not reach the standard value in violation of Article 22 Paragraph 3 of the Air Pollution Act; a fine of NT$100,000 was imposed as required by Article 62 of the same Act.

5.4.2 Countermeasures

  1. Improvement plans and countermeasures to be adopted in the future

  2. A. Continuously promote process optimization (include HAZOP activities) and analysis potential hazardous factors to improve safety measures.

  3. B. According to the standards of safety precautions analysis by schemes checking pipe lines and mechanical equipment to keep from occurrences of accidence.

  4. C. Accidental exercises at every plant every half year or unexpected accidental exercise at plant once a year.

  5. D. Studies of industrial safety and environmental protections by schedules, and

149

promote the evaluation of industrial safety control system for keeping the operation continuous normal processes.

  • E. Set up inspection systems rounding plant sites, improve multi-pollution protection systems, and audit effectiveness of prevent and control pollution.

  • F. Continuously promote process optimization and reduce the generation of wastewater, waste gas, and waste through the improvement of process raw materials or manufacturing technology.

  • G. Continuously promote ISO-14001 and CNS 45001 systems and continuous promoting the key performance indicators of environments and fire control.

  • Continually invests and improves in water and energy saving projects. The Company has promoted the greenhouse gas inventory and verification according to ISO 14064-1. The GHG emissions of each plant in 2018 of Scope 1are 5,589,208 CO2e tonnes, and Scope 2 are 3,468,131 CO2e tones, respectively. The totals of emissions are 9,057,339 CO2e tones. In addition, the Company had completed 4,914 projects in water and energy saving within 2000 to 2019. The Company had saved 94,242 tonnes /day of water, and had saved 3,727 thousand tonnes of emission of CO2. Data on GHG emissions in 2018 are still under verification and will be reported to Taiwan’s National Greenhouse Gas Registry by the end of August in accordance with the Regulations Governing Greenhouse Gas Inventory Registry promulgated by the Environmental Protection Administration.

  • Expenditures of environmental improvement projects Each unit of the company sets annual energy consumption and greenhouse gas emission targets per unit of product. The company-wide goal for per product unit is the reduction of water 2%, energy saving 3% and reduction of waste consumption by 1%. The Company had totally spent NT$18.79 billion in environmental improvement by 2019 that were NT$10.13 billion in air pollution control, NT$7.74 billion in waste water pollution control, NT$0.4 billion in waste materials disposal, and NT$0.48 billion in anti-noise control, respectively. The Company will spend totally NT$0.86 billion in environmental improvement

150

together with 25 projects in 2020 that includes 13 air pollution control projects which will spend NT$0.63 billion, 9 waste water pollution control projects which will spend NT$0.18 billion, and will spend NT$0.52 billion in 3 waste materials disposal.

5.4.3 Environmental Policy

FCFC has devoted its efforts to environmental protection and community safety. To fulfill our commitment to environmental sustainability, we also encourage our employees to sharpen their professional knowledge and always take safety, health and environmental into consideration before make any business decisions.

It is our core belief that industrial development and environmental protection are equally important. It is our social responsibility to provide our customers products that are safe to use, while protecting the safety, health, and well-being of our employees, contractors, operations, and neighboring communities. By accepting this obligation, we can make FPG more competitive.

We emphasize and require the compliance of plant activities, products, and services with environmental protection regulations. The dedicated department will review the latest environmental protection regulations promulgated by the government on the website every month and participate in the public hearings and publicity meetings held by the government to obtain the latest version of the environmental protection regulations and drafts related to the Company and to master the legislative spirit, priorities, and trends, and to make sure that each unit's environmental protection activities, products, and services comply with the regulations. We have also established the procedures for compliance verification in accordance with the ISO 14001 Environmental Management System. If the results of compliance verification show noncompliance that cannot be improved immediately, we will request improvement measures and follow up their enforcement.

All employees must have the proper professional knowledge to perform their duties. With each decision they make, they should consider the potential impact on

151

the overall environment, health and safety. Every employee must have the fullest understanding of the policies/procedures that govern their duties and follow them. When resolving problems, they must inquiry into the root of the matter and making continuous improvements to keep up with the best industry practices.

Ensuring the safety of our colleagues, neighbors, and ourselves as well as safeguarding our environment and corporate assets is not only our individual responsibility but also a collective one in pursuit of perpetual business operations.

We adopt the most advanced manufacturing processes and pollution control equipment based on the concepts of best available technology (BAT) and best available control technology (BACT) beginning at the plant design stage.

We care about the quality of air, soil, groundwater, ocean and public health in nearby areas by strictly controlling the quality of water resources and consumption of energy and performing constant reviews of items that need improvement.

We aim at the sovereign good in promoting the improved operations of environmental protection and set the yearly goals, which enables us to measure the progress and quality of our operations. We reward the plants that achieve excellence in their performance and help those that fall behind in their goals to improve. Doing so strengthens our employees' sense of participation and achievement.

To monitor changes in groundwater quality, monitoring wells have been established within industrial complexes, while certified institutions are authorized to perform soil and groundwater testing during high flow and dry seasons each year. Prevention actions are as follows:

The floor of each plant may be paved with anti-corrosion coatings or acid and alkali-resistant bricks based on the manufacturing process and the characteristics of raw materials and products.

The appearance of the storage tanks (such as the surroundings and the tank walls) should be kept clean. If any traces of leakage are found, they should be repaired

152

immediately to avoid soil and groundwater pollution caused by such leakage. Underground storage tanks should be constructed of non-corrosive materials and a secondary containment.

When wastewater from the manufacturing process is transported to the on-site collection system, the process trench should be kept dry during normal use. In special cases where the process trench is used to collect wastewater, it should be provided with a stainless steel lining and, if necessary, an anti-corrosion, acid and alkali-resistant containment.

Climate change and greenhouse gases have become the most important issues around the world. FCFC has continuously promoted various energy conservation and carbon reduction programs and integrated energy resources across plants and FPG companies in line with the domestic and global trends, thus improving energy efficiency significantly. To strengthen the enforcement of improvements in water and energy conservation, we have created improvement cases through the established GHG inventory and reduction system, so as to control the progress and benefits of improvement cases and the reduction of CO2 emissions.

To improve air quality and reduce the harm of PM2.5 to human bodies, the Company adopts the best available control technology (BACT), including the advanced process, clean fuel, and efficient pollution prevention equipment. Each process emission pipeline is equipped with a continuous automatic monitoring system in accordance with related regulations to monitor air pollutant emissions in real time; in addition, the Company continues to promote the waste reduction at source and recycling to reduce environment impacts and achieve the goal of zero pollution and perpetual business operation.

We are committed to the sustainable management and efficient use of natural resources to control waste chemical substance. For all operational activities, we strive to comply with the regulations with respect to environmental protection and lower the emissions of controlled chemical substances and waste in the air, water, and soil through prevention, reduction, recycling, and reuse, so as to reduce

153

adverse effects on human health and the environment. We are constantly striving to reduce pollutant emissions and their impacts on the environment in the hope of achieving the goal of zero pollution and perpetual business operation.

FCFC has systematized SHE management, including the SHE regulations, a management information system, and an office automation system, for employees and contractors to follow. Of our plants located in Mailiao, Xingang and Longde, 20 production plants have successfully passed ISO 14001 (EMS), OHSAS 18001 and TOSHMS certifications to meet the SHE practices and international standards.

Since its incorporation, FCFC has focused on both industrial development and environmental protection. We promote environmental protection based on the spirit of inquiring into the root of the matter. According to the best available control technology (BACT), we have built our plants based on the best manufacturing technology, the best pollution control equipment, and the best environmental protection system; furthermore, we have been committed to reducing pollutant emissions.

5.5 Labor Relations

To take care of each employee, FCFC offers favorable compensation and benefits and creates a sound working environment through a complete training and promotion system. Upholding the spirit of equal pay for equal work, the compensation standards are designed based on the education and work experience required in each position. Treating our employees as family members, we take care of our employees by offering a variety of benefits. In addition, employees may give opinions and suggestions through a suggestion box, an online mailbox, the labor union, or the Employee Welfare Committee, which facilitates communication between the management and employees and creates harmonious labor relations.

We strictly adhere to international and local regulations regarding labor and human rights so that every employee is treated fairly. All the employees are protected by the mutual agreement of the management and employees and may join the labor union of

154

their own free will. The working regulations for employees stipulate that employees shall be protected from being discriminated due to their membership of the labor union.

FCFC emphasizes a harmonious relationship between the management and employees. We offer multiple communication channels for employees to voice their opinions and make suggestions. Employees are encouraged to take part in the labor union or the Employee Welfare Committee to voice their suggestions to the management in regularly-held meetings. We prioritize the labor union's suggestions when formulating crucial policies; in addition, all the employees are protected by the mutual agreement of the management and employees. We have also set up the following channels for internal communication:

  1. Suggestion boxes at appropriate locations

  2. An online mailbox in the business information system

  3. 799 hotlines at each complex

Regarding new recruits, we hold periodic consultation programs so that we can better understand the various difficulties they face in both their jobs and their daily life. By resolving their problems, we hope to eliminate their uneasiness of adjusting to a new working environment and reduce the turnover rate.

FCFC's recruitment has always been carried out in a fair, impartial and transparent manner in accordance with the Labor Standards Act. Based on the fundamental human rights that everyone is equally considered for any job opportunities, we evaluate each candidate completely based on his or her expertise and experience. After candidates are employed, we ensure that they receive fair treatment in terms of promotion, evaluation, training, and rewards and punishments.

5.5.1 Employment Security

Even in difficult economic times, we prioritize the protection of our employees' rights,

155

and human resource reallocation is preferred over layoffs. All personnel transfers and adjustments are reported verbally by heads of departments and processed within 10 days according to the applicable laws and regulations. The compensation standards for new recruits are established based on the education and experience relevant to the position’s requirements. In the spirit of equal pay for equal work, the minimum salary ratio of female and male employees with identical positions and ranks is one to one. Annual promotions and raises are determined by performance.

5.5.1.1 Employment Security

To absorb knowledge from a diversity of professional domains, FCFC shares technologies and skills with experienced domestic and foreign teams. For example, we periodically collaborate with labor inspection institutions to organize symposiums and observation tours, work with local authorities to arrange emergency response drills, and appoint firefighters to receive practical fire training in professional fire agencies in the hope of improving employees' responses to unexpected situations.

In addition, we invite TUV Rheinland Group and Lloyd's Register Quality Assurance to conduct comprehensive inspections, set up verification and offer suggestions, and commission IHS to instruct our employees the process hazard analysis (PHA), making our safety, health and risk assessments and fire management in line with the international standards. By the mutual cooperation with government agencies, various resources can be brought into full play.

1. Process Safety Management (PSM)

To improve the process management at each plant, FCFC implements 14 items of PSM in accordance with the regulations of the Occupational Safety and Health Administration (OSHA). At present, 57 employees are assigned to PSM in each level, who are dedicated to promoting PSM in all departments. The 14 items of PSM are audited on a regular basis; in addition, the Forum on PSM Operation and PSM Personnel is organized every year. Since 2013, we have regularly commissioned the impartial third party, such as Mary Kay O’Connor Process Safety Center (the U.S.) and the Pressure Vessel Association, to audit PSM

156

performance at our process plants. As of today, 24 plants have been audited, and the results of the audits meet the OSHA's requirements for PSM.

Since 2014, we have organized training courses on PSM audit skills and performance audits, including the Technical Practice of Failure Mode and Effects Analysis (FMEA) and the Identification of Process Hazards in Non-routine Operations, and invited domestic experts and Sphera, an American consulting company, to instruct PSM personnel and PHA facilitators and give hands-on practice, so as to improve the functions of performance audits. Since 2016, we have appointed employees to attend the Global Congress on Process Safety every year to learn from other petrochemical companies at home and abroad, adjust related regulations, and further improve the process safety.

2. Management of Change (MOC)

To ensure that any alternation in the design, equipment, materials or operation does not create new or potentially harmful situations, we actively carry out the process hazards analysis (PHA). Since 2011, we have scheduled the annual MOC counseling and evaluation plan, along with exchange activities, for each plant in Taiwan. The plants are divided into 5 MOC project teams based on their specific locations (with the Mailiao Industrial Complex subdivided into Mailiao MOC Project Team and Haifeng MOC Project Team). PSM personnel from the Business Department are designated (to other Business Departments) as the leaders of MOC Project Teams to facilitate exchange activities and performance evaluations in the plants.

In 2018, the MOC counseling and evaluation plan was completed. The results show that hazard identification, risk assessment, and development of related control measures can be carried out in advance for each alteration to avoid possible damage after the alteration.

3. Disaster Prevention Plan Promotion

To strengthen the disaster response capability at the Mailiao Industrial Complex, FPG works with the disaster-relief units from central and regional governments to

157

organize joint disaster relief practice drills quarterly. This helps all employees and emergency response team members to be more accustomed to the response procedures and joint disaster prevention alert procedure. By working with government agencies, we can also unearth potential hazard factors throughout the complex as well as to perfect our disaster relief methods, helping us build a more complete disaster relief model.

In addition, we are committed to each practice drill, since each one of them represents a valuable learning experience for all production plants. Therefore, all factory supervisors are asked to observe and to exchange opinions during each joint practice drill held in every quarter, in order to enhance the overall disaster relief awareness and rescue competency throughout the Mailiao Plant.

5.5.2 Employee Benefits

FCFC views each and every employee as a member of our family. Initially, before a plant begins operation, we ensure that such basic needs as food, accommodations, and recreational infrastructure are already in place; furthermore, we actively promote a variety of employee benefits that aim to provide our employees and their families with basic necessities, education, and recreation.

Various employee benefits have been implemented according to the corporate welfare system with a number of benefits better than the statutory requirements. We have established the Employee Welfare Committee at each plant to organize employee trips, holiday gifts, birthday gifts, scholarships for employees' children, group insurance, recreation activities, and club funds. The Administration Department of each plant is responsible to support the implementation of welfare business welfare services. Such as:

1. Leave Benefits

We provide annual leaves, marital leaves, bereavement leaves, official leaves, occupational injury leaves, paternity leaves, maternity leaves, sick leaves, menstrual leaves, personal leaves, family care leaves, relocation leaves, family

158

visit leaves for expatriates returning to Taiwan, etc.

  1. Insurance Benefits

In addition to labor insurance and national health insurance, the Employee Welfare Committee of each plant provides casualty insurance and medical insurance. Employees are offered a variety of group insurance policies with discounted premiums, such as casualty insurance, medical insurance, and cancer insurance, so that they can freely select more comprehensive insurance plans.

3. Retirement Benefits

With monthly contributions to employees' pension funds and retirement reserves, we give pensions and souvenirs to employees joining the retirement plans when they meet the statutory conditions of retirement.

4. Marital and Parental Benefits

  • a. Wedding or bereavement cash gifts and subsidies will be given when employees or their direct relatives get married or pass away.

  • b. Breastfeeding rooms are provided in some plants for nursing (milk collecting) during work hours.

  • c. Parental leaves are provided in accordance with related laws and regulations. Qualified employees may schedule their working hours flexibly as needed.

  • d. Unpaid parental leaves are provided upon request. In 2018, a total of 11 female employees applied for the unpaid parental leaves.

5. Healthcare Benefits

  • a. We provide employees routine health examinations that are better than the statutory requirements.

  • b. We take the initiative to arrange special health examinations and health management at different levels for employees who perform specific operations with health hazards, such as noise and specific chemicals. The health examinations include such metabolic syndromes as high density lipoprotein (HDL) cholesterol, alpha-fetoprotein (AFP), and carcino embryonic antigen

159

(CEA) as well as oral examinations and cancer screening.

  • c. We provide subsidies for employees and their families receiving medical services at Chang Gung Memorial Hospital. Discounts are also given for health examinations.

  • d. We set up fitness and entertainment facilities in some plants, such as basketball courts, volleyball courts, table tennis courts, and fitness rooms.

  • e. We offer healthcare information and organize health lectures at each plant from time to time.

  • f. We arrange infirmary and medical staff at each plant to provide medical services and counseling. Health promotion activities, such as weight management, smoking cessation clinics, and preventive health care are also held occasionally. We partner with the John Tung Foundation to organize the Stress Relief Day.

6. Benefits for Everyday Living

  • a. We provide cash prizes for Chinese New Year, Dragon Boat Festival, and Mid-Autumn Festival.

  • b. We provide gifts for birthday and three Chinese festivals.

  • c. We provide subsidies for employees' annual trips and gatherings.

  • d. Employee cafeterias, dormitories for single employees and dependents, welfare buildings, canteens, salons, libraries, guest houses, and recreational facilities are established at the plants.

  • e. We provide cash prizes for buying stocks of listed affiliated companies

  • f. Scholarships are offered to employees' children.

  • g. Favorable bank-issued mortgages are offered to employees.

  • h. Employees can enjoy resource sharing between subsidiaries and discounts at cooperative stores.

  • Benefits of Employee Cafeteria

  • a. We offer subsidies for employees' daily meals.

  • b. Examination of any pesticide residue of ingredients used in the cafeteria is conducted periodically.

160

  • c. We have dietitians improve cooking, spices, ingredient selection, and menus and provide low-oil and low-sodium dining For example, FPG's employee cafeterias provide over 4,000 dishes each month, and less than 6% of them are fried dishes.

  • d. Special meals are provided on certain holidays and Chinese New Year to treat hardworking employees.

  • Promoting Employee Relations

  • a. A spectacular year-end party with lucky draws is held each year.

  • b. We subsidize club activities.

  • c. We organize the corporate Sports Day to encourage sports and recognize outstanding employees with rewards and prizes.

  • d. Employees with 5 years of service will be awarded a commemorative gold coin to express the Company's gratitude.

  • e. We organize a variety of trips, hiking events, sports competitions, art exhibitions, and lifestyle seminars to help employees develop healthy bodies and minds.

9. Self-Learning Benefits

We provide comprehensive training and continuing education opportunities for employees to obtain professional certificates and learn foreign languages. They are given rewards after obtaining the certificates.

10. Personal Safety and Family Care

  • a. We provide employees flame-retardant uniforms and steel-toed shoes.

  • b. We compensate for on-the-job deaths better than what is legally required without offsetting labor insurance benefits (although offsetting is allowable under the law); furthermore, we provide benefits that are better than what is legally required for deaths that are unrelated to official business. The minimum benefits are 6 months' average salary.

11. Expatriate Benefits

  • a. Casualty insurance and travel accident insurance are provided for expatriates

161

and business trips.

  • b. Subsidies for family visits, medical services, and business trips are provided for expatriates in China and Vietnam.

  • c. Health examinations for expatriates are provided prior to dispatch and once every two years thereafter.

12. Retirees' Association

In appreciation of the tremendous contribution from our retired employees, we established the Retirees' Association in 2013. FCFC is in charge of the three branches in Yilan, Changhua and Chiayi. As of 2019, the Association had 1,159 members. We subsidize the Association's activities each year to strengthen the connections between our retirees.

5.5.2 Talent Development

Employees are the Company’s most valuable assets and the basis for sustainable development. FCFC has implemented a comprehensive employee training and development system that computerizes a variety of training courses, which allows the Company to ensure that is completed by each employee in a timely manner.

In addition to providing favorable compensation and benefits, FCFC also attaches great importance to our employees' career development. Appropriate training programs are arranged at each stage, from new recruits to entry level employees and then to the managerial level. Such training programs include orientation, basic training, professional training, manager reserve training and cross-functional training. To implement the talent development plan, we have established the Training Management Regulations. With the ERP training system, we can electronically monitor and keep track of each employee’s training progress to ensure that training is completed within the given time frame.; Therefore, we can ensure that each employee is equipped with the necessary expertise and skills in line with the objectives of the talent development plan.

162

5.6 Important Contracts

Agreement Counterparty Period Major Contents
Restrictions
Technological
Collaboration
Contract
LUMMUS/POLI
MERI
Dec. 2010.12 to
Dec. 2020
Provide phenol
basic design,
production
technology
knowhow
Technological
Collaboration
Contract
Idemitsu
Petrochemical
Co., Ltd.
To the effect of
any clauses of
the contract
suspended
PC resins
technology
development
Obligations on
the contract are
not transferrable
without
approved by
both contracting
parties
Collateral
Debenture
Mega Int’l.
Commercial
syndicated banks
April 2014. to
April 2021.
To invest in
Formosa Ha
Tinh Steel
Corporation
During period of
credit granted,
debt ratio should
not exceed
150%;current
assets ratio
should over
100%.
Secured
Debenture
Hua Nan
syndicated banks
April 2018. to
March 2021.
Guarantor for
Formosa
Taffeta
CompanyLtd.

163

VI. Financial Information

6.1 Five-Year Financial Summary

6.1.1 Condensed Balance Sheet

A. Consolidated Condensed Balance Sheet – Based on IFRS

Unit: NT$ thousands

Year
Item
Year
Item
Financial Summary for The Last Five Years Financial Summary for The Last Five Years Financial Summary for The Last Five Years Financial Summary for The Last Five Years Financial Summary for The Last Five Years As of the
March 31,
2020
2015 2016 2017 2018 2019
Current assets 210,949,403 236,805,328 253,842,403 255,009,546 226,182,634 201,536,383
Property, Plant and
Equipment
144,363,759 130,913,460 125,345,618 129,098,640 124,671,052 124,896,273
Intangible assets 3,386
1,583

1,042

586

1,288

3,744
Other assets 157,668,882 176,716,219 193,137,430 207,392,160 199,694,043 182,264,848
Total assets 512,985,430 544,436,590 572,326,493 591,500,932 550,549,017 508,701,248
Current
liabilities
Before
distribution
82,359,693 79,209,915 82,425,994 106,235,616 87,132,669
96,946,725

After
distribution
102,873,845 112,032,558 123,454,298 142,574,971 Note Note
Non-current
liabilities
97,548,204
85,586,263

71,399,423

51,942,817

54,125,385

54,601,426
Total
liabilities
Before
distribution
179,907,897 164,796,178 153,825,417 158,178,433 141,258,054 151,548,151

After
distribution
200,422,049 197,618,821 194,853,721 194,517,788
Note
Note
Equity attributable to
shareholders of the
parent
282,830,518 319,990,566 357,669,876 369,808,874 356,514,671 309,365,458
Capital stock 58,611,863
58,611,863

58,611,863

58,611,863

58,611,863

58,611,863
Capital surplus 8,875,002
8,622,642

8,682,798

9,084,142

9,138,869

9,143,367
Retained
earnings
Before
distribution
138,361,321 161,151,188 181,832,657 193,718,209 186,526,961 181,917,239
After
distribution
117,847,169 128,328,545 140,804,353 157,378,854
Note
Note
Other equity interest 77,334,641
91,965,445
109,169,026 108,933,674 102,560,930
60,016,941
Treasury stock -352,309
-360,572

-626,468

-539,014

-323,952

-323,952
Non-controlling
interest
50,247,015
59,649,846

60,831,200

63,513,625

52,776,292

47,787,639
Total
equity
Before
distribution
333,077,533 379,640,412 418,501,076 433,322,499 409,290,963 357,153,097
After
distribution
312,563,381 346,817,769 377,472,772 396,983,144
Note
Note

Note 1: Financial information of each fiscal year has been reviewed and verified by CPA. Note 2: Where asset revaluation took place in a specific financial year, the revaluation date and revaluation gains need to be specified.

164

Note 3: Until the date of publication of the Annual Report, a company whose stock is listed on the stock exchange or traded over the counter shall disclose the most recent financial statement audited or attested by CPA, if any.

Note 4: Financial information as of March 31st, 2020has been reviewed by CPA.

Note 5: Distribution of earnings for 2019 has not yet been approved by the shareholders’ meeting. B. Individual Condensed Balance Sheet – Based on IFRS

Unit: NT$ thousands

Unit: Unit: Unit: Unit: Unit: NT$ thousand
Year
Item
Financial Summary for The Last Five Years As of the
March 31,
2020
2015 2016 2017 2018 2019
Current assets 153,620,149 178,234,183 185,649,551 179,025,937 168,412,878
Property, Plant and
Equipment
55,843,737
50,831,005

49,534,755

53,141,664

53,342,392
Intangible assets
Other assets 181,992,424 193,610,178 218,689,691 242,979,820 237,763,630
Total assets 391,456,310 422,675,366 453,873,997 475,147,421 459,518,900
Current
liabilities
Before
distribution
40,759,071
42,732,653

46,048,617

66,310,698

63,393,137


After
distribution
61,273,223
75,555,296

87,076,921
102,650,053 notes
Non-current
liabilities
67,866,721
59,952,147

50,155,504

39,027,849

39,611,092

Total
liabilities
Before
distribution
108,625,792 102,684,800
96,204,121
105,338,547 103,004,229

After
distribution
129,139,944 135,507,443 137,232,425 141,677,902 notes
Equity attributable to
shareholders of the
parent
Capital stock 58,611,863
58,611,863

58,611,863

58,611,863

58,611,863

Capital surplus 8,668,561
8,875,002

8,622,642

9,084,142

9,138,869

Retained
earnings
Before
distribution
138,361,321 161,151,188 181,832,657 193,718,209 186,526,961
After
distribution
117,847,169 128,328,545 140,804,353 157,378,854
notes
Other equity interest 77,334,641
91,965,445
109,169,026 108,933,674 102,560,930
Treasury stock -352,309
-360,572

-626,468

-539,014

-323,952

Non-controlling
interest
Total
equity
Before
distribution
282,830,518 319,990,566 357,669,876 369,808,874 356,514,671
After
distribution
262,316,366 287,167,923 316,641,572 333,469,519
notes

Note: 1. The Company reports only annual consolidated financial statements to public.

165

6.1.2 Condensed Statement of Condensed Statement of Income

A. Consolidated Condensed Statement of Income – Based on IFRS

Unit: NT$ thousands

Year
Item
Financial Summary for The Last Five Years Financial Summary for The Last Five Years Financial Summary for The Last Five Years Financial Summary for The Last Five Years Financial Summary for The Last Five Years As of the
March 31,
2020
2015 2016 2017 2018 2019
Operatingrevenue 329,349,307 319,204,627 358,421,471 407,859,765 315,499,063
64,444,053
Grossprofit 33,712,896
47,551,554

53,196,202

53,572,340

32,057,039

1,696,865
Income from
operations
19,374,126
33,435,652

38,914,064

38,350,064

16,489,956

-1,922,884
Non-operating
income
16,615,039
21,240,014

27,792,819

25,366,181

20,617,514

-2,175,671
Non-operating
expenses
31,617,547
48,766,728

60,035,946

55,441,018

33,245,827

-4,342,288
Income before tax 1,202,530
-484
Net income(Loss) 31,617,547
48,766,728

60,035,946

55,441,018

34,448,357

-4,342,772
Other
comprehensive
income
(income after tax)
-13,282,810
21,347,166

16,312,037
-16,366,251 -11,094,653 -47,284,088
Total
comprehensive
income
18,334,737
70,113,894

76,347,983

39,074,767

23,353,704
-51,626,860
Net income
attributable to
shareholders of
the parent
27,578,193
43,833,045

54,410,802

48,769,317

29,702,242

-4,609,722
Net income
attributable to
non-controlling
interest
4,039,354
4,933,683

5,625,144

6,671,701

4,746,115

266,950
Comprehensive
income
attributable to
Shareholders of
the parent
12,247,215
57,934,824

70,707,693

33,258,356

22,873,505
-47,153,711
Comprehensive
income
attributable to
non-controlling
interest
6,087,522
12,179,070

5,640,290

5,816,411

480,199

-4,473,149
Earningsper share 4.72
7.50

9.33

8.36

4.89

-0.79

Note 1: Until the date of publication of the Annual Report, a company whose stock is listed on the stock exchange or traded over the counter shall disclose the most recent financial statement audited or attested by CPA, if any.

  • Note 2: The loss of discontinued business units should be presented as the net amount after the deduction of income tax.

Note 3: If the financial information is notified by the competent authority that it should be corrected or restated, it should be presented with the corrected or restated figures as well as indicating the circumstances and reasons.

166

B. Individual Condensed Statement of Income – Based on IFRS

Unit: NT$ thousands

Year
Item
Financial Summary for The Last Five Years Financial Summary for The Last Five Years Financial Summary for The Last Five Years Financial Summary for The Last Five Years Financial Summary for The Last Five Years As of the
March 31,
2020
2015 2016 2017 2018 2019
Operatingrevenue 230,409,926 217,329,630 235,759,413 273,592,139 198,210,058
Grossprofit 19,234,938
29,630,332

33,345,371

32,512,110

16,695,712

Income from
operations
11,782,032
21,459,428

25,609,401

23,723,337

8,208,079

Non-operating
income
18,380,383
26,101,345

33,239,431

30,625,500

23,690,459

Non-operating
expenses
27,578,193
43,833,045

54,410,802

48,769,317

29,702,242

Income before tax
Net income(Loss) 27,578,193
43,833,045

54,410,802

48,769,317

29,702,242

Other
comprehensive
income
(income after tax)
-15,330,978
14,101,779

16,296,891
-15,510,962
-6,828,737

Total
comprehensive
income
12,247,215
57,934,824

70,707,693

33,258,355

22,873,505

Net income
attributable to
shareholders of
theparent
Net income
attributable to
non-controlling
interest
Comprehensive
income
attributable to
Shareholders of
theparent
Comprehensive
income
attributable to
non-controlling
interest
Earningsper share 4.72
7.50

9.33

8.36

5.09

Note: 1. The Company reports only annual consolidated financial statements to public.

167

6.1.3 Auditors’ Opinions for the last five years

Year Accounting Firm CPA Audit Opinion
2019 Price Waterhouse
Coopers, Taiwan
Wu, Han Chi
Chou, Chien Hung
Without reservation
opinions
2018 Price Waterhouse
Coopers, Taiwan
Wu, Han Chi
Chou, Chien Hung
Without reservation
opinions
2017 Price Waterhouse
Coopers, Taiwan
Chou, Chien Hung
Juanlu, Man Yu
Without reservation
opinions
2016 Price Waterhouse
Coopers, Taiwan
Chou, Chien Hung
Juanlu, Man Yu
Without reservation
opinions
2015 Price Waterhouse
Coopers, Taiwan
Chou, Chien Hung
Juanlu, Man Yu
Amended without
reservation opinions

168

6.2 Five-Year Financial Analysis

A. Consolidated Financial Analysis – Based on IFRS


Item
Year Financial Analysis for the
Last FiveYears
Financial Analysis for the
Last FiveYears
Financial Analysis for the
Last FiveYears
Financial Analysis for the
Last FiveYears
Financial Analysis for the
Last FiveYears
As of the
March
31,2020
2015 2016 2017 2018 2019
Financial
structure (%)
Debt Ratio 35.07
30.27

26.88

26.74

25.66

29.79

Ratio of long-term capital to
property, plant and equipment

289.79

349.85

384.81

370.20

365.37

323.51
Solvency (%) Current ratio 256.13
298.96

307.96

240.04

259.58

207.88

Quick ratio
202.01
240.96

256.72

195.82

206.64

158.80
Interest earned ratio (times) 15.44
26.23

28.67

27.69

20.25

-8.48
Operating
performance
Accounts receivable turnover
(times)
10.11
10.52

9.57

9.44

8.67

2.28
Average collection period 36.10
34.70

38.12

38.65

42.10

39.39
Inventory turnover (times) 6.65
6.61

7.10

8.72

6.77

1.52
Accounts payable turnover
(times)
14.34
13.21

12.96

14.99

14.33

3.83
Average days in sales 54.89
55.22

51.41

41.86

53.91

59.21
Property, plant and equipment
turnover(times)

2.28

2.43

2.85

3.15

2.52

0.51
Total assets turnover (times) 0.64
0.58

0.62

0.69

0.57

0.13
Profitability Return on total assets (%) 6.42
9.54

11.00

9.84

6.29

-0.76
Return on stockholders'
equity (%)
9.63
13.68

14.93

13.02

8.18

-1.13
Pre-tax income to paid-in
capital(%)
61.40
93.28

113.81

108.71

63.31

-6.99
Profit ratio (%) 9.63
15.32

16.79

13.63

10.95

-6.76
Earnings per share (NT$) 4.72
7.50

9.33

8.36

5.90

-0.79
Cash flow Cash flow ratio (%) 81.80
75.39

86.43

57.03

65.82

-3.38
Cash flow adequacy ratio (%) 120.55
137.45

145.51

136.26

136.10

123.14
Cash reinvestment ratio (%) 7.40
4.05

4.35

3.70

5.45

-0.54
Leverage Operating leverage 0.46
0.41

0.54

1.22

2.64

-3.06
Financial leverage 1.14
1.06

1.06

1.06

1.13

0.82

169

6.2 Five-Year Financial Analysis

B. Individual Financial Analysis – Based on IFRS


Item
Year Financial Analysis for the
Last FiveYears
Financial Analysis for the
Last FiveYears
Financial Analysis for the
Last FiveYears
Financial Analysis for the
Last FiveYears
Financial Analysis for the
Last FiveYears
As of the
March
31,2020
2015 2016 2017 2018 2019
Financial
structure (%)
Debt Ratio 27.75
24.29

21.20

22.17

22.42

Ratio of long-term capital to
property, plant and equipment

611.71

735.54

810.43

757.39

731.05

Solvency (%) Current ratio 376.90
417.09

403.16

269.98

265.66


Quick ratio
321.50
361.77

362.37

239.49

230.84

Interest earned ratio (times) 20.49
41.58

55.98

50.80

35.19

Operating
performance
Accounts receivable turnover
(times)
13.20
11.38

10.13

10.55

8.84

Average collection period 27.65
32.08

36.02

34.60

41.29

Inventory turnover (times) 9.10
9.10

10.36

13.60

9.74

Accounts payable turnover
(times)
14.28
12.95

11.98

13.89

12.95

Average days in sales 40.11
40.11

35.23

26.84

37.47

Property, plant and
equipment turnover(times)
4.12
4.27

4.76

5.15

3.71

Total assets turnover (times) 0.59
0.51

0.52

0.58

0.43

Profitability Return on total assets (%) 7.13
10.99

12.61

10.68

6.52

Return on stockholders'
equity (%)
9.84
14.54

16.06

13.41

8.18

Pre-tax income to paid-in
capital(%)
51.46
81.15

100.40

92.73

54.42

Profit ratio (%) 11.97
20.17

23.08

17.83

14.99
Earnings per share (NT$) 4.72
7.50

9.33

8.36

5.09

Cash flow Cash flow ratio (%) 113.51
102.31

122.28

77.83

53.97

Cash flow adequacy ratio (%) 120.42
129.87

145.80

134.53

126.53

Cash reinvestment ratio (%) 5.23
2.06

2.72

2.78

2.19

Leverage Operating leverage 2.98
2.16

1.85

1.98

3.59

Financial leverage 1.14
1.05

1.04

1.05

1.13

Note: 1. The Company reports only annual consolidated financial statements to public.

Note 2: The formulas of various financial ratios as follow:

170

1. Capital structure

  • (1) Debt ratio = Total liabilities / Total assets

  • (2) Long-term fund to property, plant and equipment ratio =(Total equity + non-current liabilities) / Net property, plant and equipment

2. Liquidity

  • (1) Current ratio =Current assets / Current liabilities

  • (2) Quick ratio = (Current assets – inventory – prepaid expenses) / Current liabilities

  • (3) Times interest earned = Net Income before tax and interest expenses / Interest expenses

3. Operating performance

  • (1) Account receivable turnover (including accounts receivable and notes receivable) = Net sales / Average account receivable (including account receivable and notes receivable) balance

  • (2) Days sales outstanding = 365 / Receivable turnover

  • (3) Inventory turnover = Cost of goods sold / Average inventory

  • (4) Account payable turnover (including accounts payable and notes payable) = Cost of goods sold /Average account payable (including account payable and notes payable) balance

  • (5) Inventory turnover days = 365 / Inventory turnover

  • (6) Property, plant and equipment turnover = Net sales / Average net property, plant and equipment

  • (7) Total assets turnover =Net sales / Average total assets

4. Profitability

  • (1) Return on total assets = [Net income after tax + interest expense x (1-interest rate)] / Average total assets]

  • (2) Return on total equity = Net income after tax / Average shareholders’ equity

  • (3) Pre-tax income to paid-in capital ratio = Income before tax / paid-in capital

  • (4) Net margin = Net income / Net sales

  • (5) Earnings per share = (Net income - preferred stock dividend) / Weighted average number of shares outstanding

5. Cash flow

  • (1) Cash flow ratio = Net cash flow provided by operating activities / Current liabilities

  • (2) Cash flow adequacy ratio = Five-year sum of cash from operations / Five-year

  • sum of capital expenditures, inventory additions, and cash dividend

  • (3) Cash flow reinvestment ratio = (Cash provided by operating activities - cash dividends) / (Gross property, plant and equipment + long-term investments + other noncurrent assets + working capital)

6. Leverage

  • (1) Operating leverage = (Operating revenues – variable cost and expense) / Operating Income

  • (2) Financial leverage = Operating income / (Operating income – interest expenses)

171

6.3 Audit Committee’s Report for the Most Recent Year

To: The General Meeting of Shareholders as of year 2020

The undersigned has duly audited the Operating Report, Financial Statements and Schedule of Earnings Distribution prepared by the Board of Directors for the year of 2019, and found the same to be true and correct. Therefore, the Audit Committee’s Report is hereby issued in accordance with Securities and Exchange Act and Company Act. Formosa Chemicals & Fibre Corporation Convener of Audit Committee: Chen, Ruey Long March 13, 2020

6.4 Consolidated Financial Statements for the Years Ended December 31, 2019 and Independent Auditors’ Report

Please refer to page 196 of the annual report.

6.5 Individual Financial Statements for the Years Ended December 31, 2019 and 2018, and Independent Auditors’ Report

Please refer to page 312 of the annual report.

6.6 If the company and affiliated companies had occurred financial deficit the

company should report the effects to financial status of the company by the date of print annual report.

None

172

VII. Review of Financial Conditions, Financial Performance, and Risk

Management

7.1 Analysis of Financial Status

Unit: NT$ thousands

Year
Item
2019 2018 Difference Difference
Amount %
Current Assets 226,182,634
255,009,546

-28,826,912

-11.30
Non-Current Assets 324,366,383
336,491,386

-12,125,003

-3.60
Total Assets 550,549,017
591,500,932

-40,951,915

-6.92
Current Liabilities 87,132,669
106,235,616

-19,102,947

-17.98
Non-Current Liabilities
54,125,385

51,942,817

2,182,568

4.20
Total Liabilities 141,258,054
158,178,433

-16,920,379

-10.70
Capital stock 58,611,863
58,611,863

0

0
Capital surplus 9,138,869
9,084,142

54,727

0.60
Retained Earnings 186,526,961
193,718,209

-7,191,248

-3.71
Other Equity 102,560,930
108,933,674

-6,372,744

-5.85
Treasury Stock -323,952
-539,014

215,062

-39.90
Equity attributable to
shareholders of theparent

356,514,671

369,808,874

-13,294,203

-3.59
Non-controlling interest 52,776,292
63,513,625

-10,737,333

-16.91
Total Stockholders' Equity 409,290,963
433,322,499

-24,031,536

-5.55
Analysis of changes in financial ratios:
In 2019 the Company’s Treasury Stock decreased in NT$215 million, a decline of
39.90% compared to 2018.
  • Effect of changes on the company’s financial condition:

The Company’s financial condition has not changed significantly.

  • Future response actions:

Inapplicable

173

7.2 Analysis of Financial Performance

Unit: NT$ thousands

7.2 Analysis of Financial Performance Unit: NT$ thousands Unit: NT$ thousands
Year
Item
2019 2018 Difference
Amount %
Gross Sales 315,499,063
407,859,765

-92,360,702

-22.65
Cost of Sales 283,442,024
354,287,425

-70,845,401

-20.00
Gross Profit 32,057,039
53,572,340

-21,515,301

-40.16
Operating Expenses 15,567,083
15,222,276

344,807

2.27
Operating Income 16,489,956
38,350,064

-21,860,108

-57.00
Non-operating Income and
Losses
20,617,514
25,366,181

-4,748,667

-18.72
Income Before Tax 37,107,470
63,716,245

-26,608,775

-41.76
Tax Benefit (Expense) 3,861,643
8,275,227

-4,413,584

-53.33
Income from Continuing
Operations, Net of Tax
33,245,827
55,441,018

-22,195,191

-40.03
Income from Discontinued
Operations, Net of Tax
1,202,530
-

1,202,530

-
Net Income 34,448,357
55,441,018

-20,992,661

-37.86
Analysis of changes in financial ratios:
In 2019 the Company’s gross sales, gross profit, operating income, income before tax
and net income were reduced due to the abnormality encountered in the third aromatic
hydrocarbon plant, the impacts were mainly from the trade friction between China and
the US as mentioned above and the commissioning of the new production lines. The
market is thickly on the lookout. Prices of petrochemical products dropped
significantly. The margin is fargreater than that with the oilprice

Effect of changes on the company’s future business:

The Company’s business scope has not changed significantly.

Future response actions:

Inapplicable

174

7.3 Analysis of Cash Flow

7.3.1 Cash Flow Analysis for the Current Year

Unit: NT$ thousands

Unit: NT$ thousands Unit: NT$ thousands
Cash and Cash
Equivalents,
Beginning of
Year (1)

Net Cash
Flow from
Operating
Activities
(2)
Cash
Outflow
(3)
Cash Surplus
(Deficit)
(1)+(2)-(3)

Leverage of Cash Deficit
Investment
Plans

Financing
Plans
31,209,809
59,012,528
75,123,085 15,099,252
none
none
Analysis of change in cash flow in the current year:
1. Cash flow from operating activities: Net cash flow from operating activities
NT$59 billion attributed to net income increased in NT$38.6 billion, together with
depreciation and depletion expenses were NT$18.5 billion.
2. Cash flow from investing activities: Net cash outflow NT$25.4 billion in 2019 due
to acquire properties expenditure on NT$17 billion, and acquire other non-current
assets on NT$6.5 billion.
3. Cash flow from financing activities: Net cash outflow NT$47.4 billion in 2019
due to pay cash dividends NT$36.3 billion and pay back long term debt decreased
in NT$24 billion and borrow longterm debt increased in NT$15.8 billion.
  1. Cash flow from operating activities: Net cash flow from operating activities NT$59 billion attributed to net income increased in NT$38.6 billion, together with depreciation and depletion expenses were NT$18.5 billion.

  2. Cash flow from investing activities: Net cash outflow NT$25.4 billion in 2019 due to acquire properties expenditure on NT$17 billion, and acquire other non-current assets on NT$6.5 billion.

7.3.2 Remedy for Cash Deficit and Liquidity Analysis

Inapplicable

7.3.3 Cash Flow Analysis for the Coming Year

Unit: NT$ thousands

Unit: NT$ thousands Unit: NT$ thousands
Estimated
Cash and
Cash
Equivalents,
Beginning of
Year (1)
Estimated
Net Cash
Flow from
Operating
Activities
(2)
Estimated
Cash Outflow
(Inflow)
(3)

Cash Surplus
(Deficit)
(1)+(2)-(3)
Leverage of Cash Surplus
(Deficit)
Investment
Plans
Financing
Plans
685,005 25,134,727 24,114,620
1,705,112

none
none

Base on individual company

  1. Cash flow from operating activities: The Company predicted that net cash inflow in 2020 will be NT$25.1 billion.

  2. Cash flow from investing activities: The Company predicted that the net

175

investment expenditure will be NT$17.4 billion for building new plant and acquiring equipment.

  1. Cash flow from financing activities: The Company predicted that net cash outflow form financing NT$6.7 billion will be paying back long term debt and paying cash dividends.

7.4 Major Capital Expenditure Items

7.4.1 Major Capital Expenditure Items and Source of Capital

Unit: NT$ thousands

Actual or
Amount of Amount of Actual or
Project Planned Source
of Capital
Disbursement
Investment
Planned Date of
Completion
Improve facilities’
efficiency of
AROMA-I plant in
Mai Liao industrial
complex
Loan from
banks or use
working capital

183,797

193,615
2ndquarter of
2020
Improve facilities’
efficiency of SM
plant in Mai Liao
industrial complex
Loan from
banks or use
working capital

209,508

400,636
3rdquarter of
2021
Improve facilities’
efficiency of PTA
plant in Mai Liao
industrial complex
Loan from
banks or use
working capital

44,048

132,965
3rdquarter of
2020
Improve facilities’
efficiency of ABS
pellets plant in
Xingang industrial
complex
Loan from
banks or use
working capital

34,141

762,378
3rdquarter of
2020

The cash and cash equivalents at the beginning was NT$13.1 billion, in addition, the total of cash inflow was NT$40.4 billion attributed to pre-tax income NT$31.9 billion and depreciation and depletion expenses NT$8.5 billion. The total of cash outflow was NT$46.6 billion together with investing activities NT$17.9 billion and financing activities NT$28.7 billion, therefore, the capital expenditure has not changed the financial status. The short term liquidity ratio was staying strong due to current assets was in NT$168.4 billion and current liabilities was in NT$63.4 billion.

176

7.5 Investment Policy in the Last Year, Main Causes for Profits or Losses,

Improvement Plans and Investment Plans for the Coming Year

Unit: US$/ NT$

Improvement Plans and Investment Plans for the Coming Year
Unit: US$/NT$
Improvement Plans and Investment Plans for the Coming Year
Unit: US$/NT$
Improvement Plans and Investment Plans for the Coming Year
Unit: US$/NT$
Improvement Plans and Investment Plans for the Coming Year
Unit: US$/NT$
Improvement Plans and Investment Plans for the Coming Year
Unit: US$/NT$
Improvement Plans and Investment Plans for the Coming Year
Unit: US$/NT$
Remarks
Amount of
Itt
Policies
Reasons
for Gain
Action
Pl
Investment Plan
for the Next 12
Item
nvesmen
or Loss
an
Months
FG INC
US$ 57.9
million
Long term
investment
The
project is
in progress
None
Increase capital
according to
capital
requirements
Formosa Resources
Corporation
US$ 81.25
million
Long term
investment
For
capacity
expansion
None
Increase capital
according to
capital
requirements
Formosa Synthetic
Rubber Corporation
trans-invested in
Formosa Synthetic
Rubber (Hong Kong)
Corporation Limited
and FormosaSynthetic
Rubber (Ningbo)
Corporation Limited

NT$ 46
million
Long term
investment
To
improve
financial
structure
None None

7.6 Analysis of Risk Management

7.6.1 Effects of Changes in Interest Rates, Foreign Exchange Rates and Inflation

on Corporate Finance, and Future Response Measures

(1) Interest rate

In terms of long-term liabilities under floating interest rate basis (corporate bond included), the Company will carefully assess financial market conditions and consider the implementation of interest rate swap when the interest rate is relatively low to avoid interest rate fluctuation risks. The company strives to make sure the undertaking interest rate is below the estimated cost of capital of investment plans.

(2) Exchange Rate Fluctuation:

Insufficient foreign exchange funds in daily operations are addressed by making

177

177

spot or forward foreign exchange purchases when the exchange rate is favorable. Long-term foreign exchange liabilities are addressed by implementing long-term forward foreign exchange contracts or exchange-for-exchange contracts when the exchange rate is relatively low to minimize the impact of exchange rates on profitability .

(3) Inflation

According to Directorate of Budget, Accounting, and Statistics, Executive Yuan, the annual growth rate of consumer prices in 2019 was 0.56%, and the annual growth rate of core consumer prices was 0.50%. The inflation risk was low and had no significant influence on the Company's profitability.

7.6.2 Policies on high risk, highly leveraged investments, loans to other parties,

endorsements, and derivative trading policies, main reasons for profits or losses, and future response measures:

  1. Investment under High Risks and Leverage:

  2. The company mainly invests in the petrochemical industry. The petrochemical industry is a mature and stable industry with low risks. The company has always maintained stable operations and a sound financial structure. It does not engage in any high leverage investment.

  3. The policy of lending funds to other parties:

  4. In principle, the company only issues loans to affiliated companies. The amount is in accordance with Article 15 of the Company Law and granted with the approval of the Board of Directors. Since the issuance of loans are mostly for short-term funding purposes, and the borrowers are subsidiaries and affiliated companies with strong financial operations, no bad debt loss has occurred.

  5. The policy of endorsement and guarantee:

  6. The company only endorses and guarantees subsidiaries or affiliated companies. The endorsement is mostly for funding and import taxes. As affiliated companies have sound financial conditions and robust operations, there have never been losses due to endorsement.

  7. Procedures for Financial Derivatives Transactions:

  8. The Company's various derivative commodity transactions are for the purpose of avoiding market risks caused by fluctuations in exchange rates and interest rates instead of arbitrage and speculation. Any of the implementation of derivative product transactions is based on not only relevant regulations and International

178

Financial Reporting Standards (IFRS) promulgated by the competent authority, but also “Procedures for Derivatives Transaction Processing” and the “Foreign Exchange Trading and Risk Management Measures” defined by the Company.

7.6.3 Future Research & Development Projects and Corresponding Budget

The Company will spend NT$762 million on research & development projects in 2019. One of the main projects is as follow.

019. One of the main projects is as follow.
NT$ thousands
Research Projects Expected Research Expenditure
Build composite materials of ABS pellets
plant
762,378

7.6.4 Effects of and Response to Changes in Policies and Regulations Relating to Corporate Finance and Sales

The Company closely monitors all domestic and foreign governmental policies and regulations that might impact the Company’s business and financial operations and arranges personnel to receive professional training as needed. During the period of 2019 to February 29, 2020, the following changes or developments in governmental policies and regulations may influence the Company’s business and financial operations:

  1. Amendments to the Statute for Industrial Innovation, made on July 24, 2019, were mostly concerned with extending the tax benefits for research and development (R&D) investments to the end of 2029, and introducing regulations such as allowing investment expenditure to be listed as deductions to undistributed earnings. The Company will use such amendments as references for filing R&D and investment expenses to benefit from related tax exemptions.

  2. The Management, Utilization, and Taxation of Repatriated Offshore Funds Act, announced on July 24, 2019, is mostly concerned with the investment income derived from an offshore invested enterprise that profit-seeking enterprises have applied for repatriation for use toward substantial investments and meet other conditions including 25% cap on financial investment and cannot be used for acquisition of real property. Tax benefits including 8% tax rate in the first year, 10% tax rate in the second year, and a 50% refund of the tax paid upon competing the substantial investment can be applied toward such funds. The Company will apply for repatriation of investment income derived from an offshore invested enterprise pursuant to relevant regulations when necessary based on the business and financing

179

status of the Company and its offshore invested enterprises.

7.6.5 Effects of and Response to Changes in Technology and the Industry Relating to Corporate Finance and Sales

The Company attaches great importance to improvements in technology and carefully monitors market trends and assesses the impact they may have on the company’s operations.

7.6.6 The Impact of Changes in Corporate Image on Corporate Risk Management, and the Company’s Response Measures

The Company has consistently maintained an ethical business philosophy and fulfilled its social responsibilities, and will continue put into effect on social welfare.

7.6.7 Expected Benefits from, Risks Relating to and Response to Merger and Acquisition Plans

None.

7.6.8 Expected Benefits from, Risks Relating to and Response to Factory Expansion Plans

None

7.6.9 Risks Relating to and Response to Excessive Concentration of Purchasing Sources and Excessive Customer Concentration

The Company is benefited of belonging to an integrated petrochemical system of Formosa Group so that he has a stable material sources needed come from upstream related companies, and outputs go to downstream related companies. In the period of factory inspection The Company is scheduled to buy petrochemical materials on spot markets. Local market is too small for The Company to expand facilities capacities, thus most of outputs are exported to Asian markets including Mainland China. The market of Mainland China takes the top export region so far so that The Company has worked to diversify its customer base in order to reduce the concentration of sales.

7.6.10 Effects of, Risks Relating to and Response to Large Share Transfers or Changes in Shareholdings by Directors, Supervisors, or Shareholders with Shareholdings of over 10%

None

7.6.11 Effects of, Risks Relating to and Response to the Changes in Management

180

Rights

None

7.6.12 Litigation or Non-litigation Matters

Date of Occurrence: Taixi villagers filed a civil lawsuit in August 2015. Counterparty: 74 people, including Zhang Shufen, a native of Taixi, claimed that the sixth nephra cracker's gas emission caused a total of 29 persons in their families to die or suffer from cancer. They requested damages Value:NT$70.17 million 6,986 dollars.

The commencement date of the lawsuit: August 13th, 2015.

Current situation: Since the plaintiff’s request was unfounded in the law, the Company has actively proposed a favorable defense. The case is currently being heard by the civil court of Yunlin District Court.

Date of Occurrence: October 28, 2019

Counterparty: Taisi Breeding Right Promotion Foundation. Value: NT$ 47 million dollars.

Current situation:

The third aromatic hydrocarbons plant of FCFC experienced an accident on April 7, 2019. No one was hurt yet it made nearby residents uncomfortable. Therefore, an agreement on compensation was reached with the Mailiao Township and Taisi Township Offices. Nevertheless, 821 people, including Zhen Ding of the Taisi Breeding Right Promotion Foundation were dissatisfied with the terms and conditions of the agreement. Therefore, they filed with the Yunlin County Government for mediation of public hazard-related disputes. The case is currently been handled by the Yunlin County Government.

7.6.13 Other Major Risks

Information Security Risk Assessment

  1. In order to ensure the security and stability of the computer network, prevent the abnormality of the information system and the damage of computer files, strengthen the protection of personal data, effectively control the risk of enterprise information systems, and maintain the continuous operation of the enterprise, we have established relevant administration regulations and processing guidelines for employees to follow, and constructs layer-by-layer control and protection mechanisms to protect application programs, operating systems and computer network.

181

181

In order to ensure the safe use of information and the establishment of a reliable information environment, our company's information security policy is as follows:

  • (1) Comply with government laws and regulations, and popularize awareness of information security.

  • (2) Pay attention to risk management and protect data security.

  • (3) All the employees must participate, and we pursue continuous improvement.

  • The globally interconnected Internet makes business activities more flexible and fast, but cyber-attacks are rising accordingly. These attacks include causing network services unavailable through creating a large number of network connections, snooping secrets over the network or affecting system service using computer viruses or malicious programs, stealing confidential information through the use of social engineering, or the leakage of confidential information due to insufficient security awareness of employees. In view of these risks, we have planned and arranged adequate security measures, as specified below.

  • (1) Adopt a defense-in-depth architecture to prevent network attacks. We build systems such as Intrusion Prevention System (IPS), malicious URL filtering, and Advanced Persistent Threat (APT) Prevention, and establish management and control mechanisms for Internet access, e-mail, and personal information leakage.

  • (2) Establish mechanisms for physical access control, system login authentication, password control, access authorization and regular vulnerability scan, installing anti-virus software and security patches, controlling document and USB access, and establishing backup mechanisms to enhance endpoint protection.

  • (3) Conduct information security education and testing for employees every year to strengthen employees' awareness of cyber security risks.

  • (4) Review the security measures and regulations annually, pay attention to the security issues and make the response plan to ensure its appropriateness and effectiveness.

  • Due to the rapid changes in the attack techniques of hackers, the tactics continue to evolve, thus, we cannot guarantee our information system will not be affected by cyber threats. To mitigate the effects of cyber threats, we have considerable security protection measures and trainings.

182

7.6.14 Risk control organization

Risk Evaluation Items Risk Management Unit Risk Review
1. Interest Rate,
Fluctuation in
Foreign Exchange
Rate, and Inflation
General Manager's Office,
Accounting Department, and
Finance Department, General
Management Office of FPC Group
Administration
Computer audit and regular
self-inspection, monthly fund
meeting, joint meeting of
financial executives, Auditing
Office, and the Board of
Directors
2. High-risk, high
leverage investments,
lending of capital,
endorsement, and
derivative product
transactions

General Manager's Office, Finance
Department, and General
Management Office of FPC Group
Administration
Computer audit and regular
self-inspection, monthly fund
meeting, joint meeting of
financial executives, Auditing
Office, and the Board of
Directors
3. R&D Plan General Manager's Office,
Technical Office of various
Departments, and General
Management Office of FPC Group
Administration
Production and sales meeting,
business performance meeting,
research and development
project meeting, the Board of
Directors, and Auditing Room
4. Important Policy and
Legal Changes at
Home and Abroad
General Manager's Office,
Manager's Office and Technical
Office of various departments,
Legal Affairs Office, and General
Management Office of FPC Group
Administration
Production and sales meeting,
business performance meeting,
the Board of Directors, and
Auditing Room
5. Technology Changes General Manager's Office,
Manager's Office of various
departments, R&D Center, and
General Management Office of
FPC Group Administration
Production and sales meeting,
business performance meeting,
Auditing Room, and the Board
of Directors
6. Changes in
Corporate Image
General Manager's Office,
Manager’s Office of various
departments, and General
Management Office of FPC
Group Administration
Production and sales
meeting, business
performance meeting, and
the Board of Directors
7. M&A or
Re-investment
General Manager's Office,
Manager’s Office of various
departments, and General
Management Office of FPC Group
Administration
Production and sales meeting,
business performance meeting,
Auditing Room, and the Board
of Directors
8. Expansion of Plants General Manager's Office, Factory
Office of various departments,
Manager's Office, and General
Management Office of FPC Group
Administration
Production and sales meeting,
business performance meeting,
Auditing Room, and the Board
of Directors
9. Purchase or Turnover
Concentration

General Manager's Office,
Manager's Office of various
departments, Purchasing
Department, General Management
Office of FPC Group
Administration
Market weekly meeting,
production and sales meeting,
business performance meeting,
Auditing Room, Board of
Directors
10. Directors and
Supervisors and
Substantial
Shareholder Equity
Transfer
General Manager's Office, Stock
Office of the Finance Department
Business Management meeting,
Board of Directors
11. Changes in
Operation Right
General Manager's Office, General
Management Office of FPC Group
Administration
Business management meeting,
Board of Directors

183

Risk Evaluation Items Risk Management Unit Risk Review
12. Litigation and
Non-Litigation
Cases
General Manager's Office,
Manager's Office of each business
unit, and Legal Affairs Office
Production and sales meeting,
business performance meeting,
Auditing Room, and the Board
of Directors
13.Information Security
Risk Assessment
President’s office, Division’s
production office, President’s
office of FPG Group
Operating management
conference, Office of Audit,
Directors of board

7.6.15 Other’s significant events

none

184

VIII. Special Disclosure

8.1 Summary of Affiliated Companies

8.1.1

Affiliated Organization chart

Parent Subsidiary Subsidiary Subsidiary Grandson
Grand-grandson
Holdings %
Company Company Company
Company
Formosa Chemicals & Fiber Corporation
Formosa FCFC Carpet Inc. 100%
FCFC Investment Corporation (Cayman) Limited 100%
Formosa Power (Ningbo) Limited Company 100%
Formosa Chemicals & Fibre (Hong Kong) Ltd. 100%
Formosa Chemicals Industries
(Ningbo) Limited Company 100%
Formosa Industries Corporation 42.5%
Tah Shih Spinning Co., Ltd. 86.4%
Formosa Idemitsu Petrochemical Corporation 50%
Formosa Biomedical Technology Corporation 88.59%
Hong Jing Resource Co., Ltd. 71%
Formosa Waters Technology Co., Ltd. 57%
Formosa Biomedical Technology (Somoa) Co., Ltd. 100%
Formosa Biomedical Trading
(Shanghai) Co., Ltd. 100%
Formosa BP Chemicals Corporation 50%
Formosa Chemicals & Fibre International (Cayman) Ltd. 100%
Formosa Taffeta Company Ltd. 37.4%
Formosa Development Corporation Ltd. 100%
Formosa Taffeta Vietnam Co., Ltd. 100%
Xiamen Xiangyu Formosa Import&Export
Trading Co., Ltd. 100%
Formosa Taffeta Dong Nai Company Ltd. 100%
Formosa Taffeta (Zhong Shan) Co., Ltd. 100%
Schoeller FTC (Hong Kong) Co., Ltd. 50%
Formosa Taffeta (Cayman) Ltd. 100%
Formosa Taffeta (Hong Kong) Co., Ltd. 100%
Formosa Taffeta (Chang Shu)
Co., Ltd. 100%

185

8.1.2 Affiliated company’s name

Basic information

Unit: NT$ thousands ; US$ thousands

Basic information Unit: NT$thousands;US$thousands
Enterprise's name Established
Date
Address Amount of
Capital
Major Business or Production
FCFC Investment Corporation
(Cayman) Limited
Oct 9,1996 P. O. Box 31106 SMB Grand Cayman Cayman
Islands, British West Indies
USD56 Investment
Formosa Chemicals & Fibre (Hong
Kong) Ltd.
Dec 3,2007 7/F Citicorp Centre 18 Whitfield Road, Causeway
Bay, Hong Kong
USD1,139,880 Investment
Formosa Chemicals & Fibre
International(Cayman)Ltd.
Jan 30,2016 P. O. Box 10335 Grand Cayman KYI-1003
Cayman Islands,British West Indies
USD50 Investment
Formosa FCFC Carpet Inc. Sept 9,2005 No.24, 2F, 201Tun Hwa N. Rd, Taipei, R.O.C. NT220,372 Carpet sale and production businesses
Formosa Idemitsu Petrochemical
Corporation
Aug 20,2001 No.24, 2F, 201Tun Hwa N. Rd, Taipei, R.O.C. NT1,200,000 Polycarbonate marking business
Formosa BP Chemicals Corporation Nov 25,2002 Formosa Industrial Zone Sansheng Village Mailiao
Township Yunlin County, Taiwan, R.O.C.
NT2,403,000 Acetic acid sale and production businesses
Tah Shih Spinning Co., Ltd. Dec 19,1972 No.38, 5F, 201Tun Hwa N. Rd, Taipei, R.O.C. NT20,000 Spin yarn sale and production businesses
Formosa Biomedical Technology
Corporation
Nov 10,2003 No.36, 5F, 201Tun Hwa N. Rd, Taipei, R.O.C. NT1,665,565 Chemical materialand medical devices sale
and manufacture
Formosa Biomedical Technology
(Somoa) Co., Ltd.
Aprl 13,2006 Offshore Chambers, P. O. Box 217, Apia, Samos USD1,000 Investment
Formosa Biomedical Trading
(Shanghai) Co., Ltd.
Mar 20,2013 Room 202, Building23, No. 1618, I-San Rd,
Shanghai City, China
USD1,000 Medical and healthful products sale and
production
Hong Jing Resource Co., Ltd. Oct 17,2007 No.8, Bengong E. 2nd Rd., Gangshan Dist.,
Kaohsiung City 820, Taiwan (R.O.C.)
NT385,024 Environmental examination and disposal of
waste substance
Formosa Waters Technology Co.,
Ltd.
Dec 13,2017 1F., No.8, Gongyequ 36th Rd., Xitun Dist.,
Taichung City 407, Taiwan R.O.C.
NT13,421 Auxiliary chemicals produce and
wholesale
Formosa Power (Ningbo) Limited
Company
June 24,2002 Ningbo Economic & Technical Development
Zone(NETD) Xiapu ,Zhejiang,China
USD145,830 Utilities of sale and production

186

Unit: NT$ thousands, US$ thousands

Unit: NT$ thousands, US$ thousands
Enterprise's name Established
Date
Address Amount of capital Major business or production
Formosa Chemicals Industries
(Ningbo) Limited Company
January 2,2018 Ningbo Economic & Technical Development
Zone(NETD) Xiapu ,Zhejiang,China
USD1,139,880 PTA, Phenol and ABS pellets sale and
production
Formosa Industries Corporation Dec 26,2001 Nhon Trach 3 .Z., Hiep Phuoc Township, Nhon
Trach Dist., Dong Nai Prov. Vietnam
USD700,000 Spun yarn and plastic products sale and
production
Formosa Taffeta Company Ltd. April 19,1973 317 Shig Liu Rd., Liu Chung Li, Touliu City,
Yunlin Hsien, Taiwan, R.O.C.
NT16,846,646 Nylon, polyester and functional filaments
manufacture
Formosa Development Corporation
Ltd.
Sept 20,990 No.29, Ln. 224, Shiliu Rd., Douliu City, Yunlin
County 640, Taiwan, R.O.C.
NT161,000 Land consolidation, dwelling house, plant
building development and leasing
Schoeller FTC (Hong Kong) CO.,
Ltd.
Oct 31,2001 Room 6, 16F, Buld. 6, No. 33, guangdong Rd,
Tsimshatsui, Kowloon, H.K.
NT6,879 Textile's export and import trade and
promotion
Formosa Taffeta (Hong Kong) Co.,
Ltd.
Aprl 11,1989 Room 6, 16F, Buld. 6, No. 33, guangdong Rd,
Tsimshatsui, Kowloon, H.K.
NT1,356,822 Filaments and Fiber sale
Formosa Taffeta (Zhong Shan)
Co., Ltd.
Dec 3,1992 No. 167, Shenwen Ave. Shenwen County, Zhong
Shen, Guangdong Province, China
NT1,402,085 Nylon and polyester manufacture,
Umbrella shell manufacture and sale
Xiamen Xiangyu Formosa Import
& Export TradingCo.,Ltd.
Aug 24,1994 B5, 7F, Xiangyu Buld. No. 22, Xiangxing four
Road,Xiamen,361006,Fujian,China
NT15,273 Import-export and transit trade
Formosa Taffeta Vietnam Co., Ltd. June 16,1999 Sec.1 Nhat Chanh, Com., Ben Luc Dist., Long
An Prov.,Vietnam
NT2,340,866 Produce, processing for varieties of cloth
Formosa Taffeta Dong Nai Co.,
Ltd.
Juny 25, 2004 Nhon Trach 3 .Z., Hiep Phuoc Com., Nhon
Trach Dist., Dong Nai Prov. Vietnam
NT2,590,434 Produce and sale for processing and
dyeing cloth
Formosa Taffeta (Chang Shu) Co.,
Ltd.
Aprl 4,2005 No. 15, Penghu Rd.South-east St. changshu city,
Jiangsu, Chian
NT1,302,019 Coloration and posterior processing for
hgh grade of cloth
Formosa Taffeta (Cayman) Limited March 12,2014 Cassia Court, Suite 716,10 Market Street,
Camana Bay, Grand Cayman, Island KYI-9006
NT5,284,775 Investment
Public More Internation Company
Ltd.
Feb 15,2017 No.27, Ln. 224, Shiliu Rd., Douliu City, Yunlin
County 640, Taiwan R.O.C.
NT5,000 Employment service, manpower dispatch
and manpower intermediary service

187

8.1.3 Presumption of relationship between controller and subordinate

None

8.1.4 Major businesses operated in affiliate companies

  1. FCFC Investment Corporation (Cayman) Limited is for investment.

  2. Formosa Chemicals & Fibre (Hong Kong) Ltd. is for investment.

  3. Formosa Chemicals & Fibre International (Cayman) Ltd. is for investment

  4. Formosa FCFC Carpet Inc. is for carpet sale and production

  5. Formosa Idemitsu Petrochemical Corporation is for polycarbonate marking

  6. Formosa BP Chemicals Corporation for acetic acid is sale and production

  7. Tah Shih Spinning Co., Ltd. is for spin yarn sale and production

  8. Formosa Biomedical Technology Corporation is for medical devices sale and manufacture

  9. Formosa Biomedical Technology (Somoa) Co., Ltd. for investment

  10. Formosa Biomedical Trading (Shanghai) Co., Ltd. is for Medical and healthful products sale and production

  11. Hong Jing Resource Co., Ltd. is for environmental examination and disposal of waste substance

  12. Formosa Waters Technology Co., Ltd. is for auxiliary chemicals produce and wholesale

  13. Formosa Power (Ningbo) Limited Company is for utilities of sale and production

  14. Formosa Chemicals Industries (Ningbo) Limited Company is for petrochemical materials sale and production

  15. Formosa Industries Corporation is for Spun yarn and plastic products sale and production

  16. Formosa Taffeta Company Ltd. is for nylon, polyester and functional filaments manufacture

  17. Formosa Development Corporation Ltd. is for land consolidation, dwelling house, plant building development and leasing

  18. Textile's export and import trade and promotion is for textile's export and import trade and promotion

  19. Formosa Taffeta (Hong Kong) Co., Ltd. is for nylon and polyester manufacture, Umbrella shell manufacture and sale

  20. Formosa Taffeta (Zhong Shan) Co., Ltd. is for nylon and polyester manufacture, Umbrella shell manufacture and sale

  21. Xiamen Xiangyu Formosa Import & Export Trading Co., Ltd. is for import-export and transit trade.

  22. Formosa Taffeta Vietnam Co., Ltd. is for produce, processing for varieties of cloth

  23. Formosa Taffeta Dong Nai Co., Ltd. is for produce and sale for processing and dyeing cloth

  24. Formosa Taffeta (Chang Shu) Co., Ltd. is for coloration and posterior processing for hgh grade of cloth

  25. Formosa Taffeta (Cayman) Limited is for investment

  26. Public More International Company Ltd. is for Employment service, manpower dispatch and intermediary service

188

8.1.5 Name of directors and president of major affiliate companies and share holdings

Unte: share, %

Unte: share,% Unte: share,%
Name of enterprises Title Name or representive Shareholdings
Number of
shares
%
FCFC Investment Corporation
(Cayman) Limited
Director Representive of Formosa Chemicals & Fibre Corp.:
Wen Yuan Wong
56,000 100%
Formosa Chemicals & Fibre
(Hong Kong) Ltd.
Director Representive of FCFC Investment Corporation
(Cayman) Limited: Wen Yuan Wong
100%
Formosa FCFC Carpet Inc. Director Representives of Formosa Chemicals & Fibre
Corporation: Hong, Fu Yuan, Lee, Ching Fen, Leu,Chi
Mou
22,037,185 100%
Supervisor Representive of FCFC: Liu,C hia Ju 22,037,185 100%
President Hong, Fu Yuan 0 0%
Formosa Biomedical
Technology Corporation
Director Representives of Formosa Chemicals & Fibre Corp.:
Wen Yuan Wong, Wang, Ruey Yu, Hong, Fu Yuan,
Lon, Wu De, Pao, Chia Chu, Pao, Liu Thu Hua, Yang,
Kuen Lieh
147,556,136 88.59%
387,008 0.23%
Supervisor Li, Tsun Cheng 20,000 0.01%
President Yang, Kuen Lieh 307,008 0.18%
Formosa Waters Technology
Co., Ltd.
Director Representive of Formosa Biomedical Technology
Corporation: Wang,RueyYu
765,001 57%
Yang, Kuen Lieh, Liu, Hui Chi
Representatives of HC Chemical CO., Ltd.: Huang,
Tsan Tsung, Tseng, Huan Chung
577,105 43%
Supervisor Li, Tsun Cheng, Chou, ChengTe 0 0%
President Tseng, Huan Chung 0 0%
Formosa Idemitsu Petrochemical
Corporation
Director
Representives of Formosa Chemicals & Fibre Corp.:
Wen Yuan Wong, Hong, Fu Yuan, Lu, Wen Chin, Lee,
Ching Fen, Huang, Chen Ching
60,000,000 50%
Representives of Formosa Idemitsu Petrochemical
Corporation: Takashi Matsushita , Homma Kiyoshi,
Fujikata.Y,Sasaki Kiyoo, Arashi Toshimi
60,000,000 50%
Supervisor Representive of Formosa Chemicals & Fibre Corp.: Liu,
Chia Ju
60,000,000 50%
Representive of Formosa Idemitsu Petrochemical
Corporation: Yamada Motoki
60,000,000 50%
President Sasaki Kiyoo 0 0%
Formosa BP Chemicals
Corporation
Director Representives of Formosa Chemicals & Fibre Corp.:
Wen Yuan Wong, Hong, Fu Yuan, Lu, Wen Chin,
120,150,000 50%
Representive of BP PLC ADR:
Nigel Clifford Dunn、Shiang Yee Lee、
Lei Pan
120,150,000 50%
Supervisor Chang, TsungYuan, Lee, Yao Chung 0 0%
President Lin, Shu Sen 0 0%
Formosa Taffeta Company Ltd. Director Representives of Formosa Chemicals & Fibre Corp.:
Wen Yuan Wong, Hong, Fu Yuan, Lu, Wen Chin, Lee,
Ming Chang, Tsai, Tien Shuan
630,022,431 37.4%
Representive Of Keyford Development Co., Ltd.: Hsie,
Sshih Miing
113,000 0.007%
0 0%
Independent Director: Kuo,Chia Chi 3,000 0.00002%
Hshih,MingDer 15,548,068 0.92%
Representives of Lai Shu-Wang's Social Welfare
Foundation, Chang Hwa County: Lee, Man Chun
4,151,942 0.25%
President Lee, MingChang 0 0%

189

Unte: share, %

Unte: share, % Unte: share, %
Name of enterprises Title Name or representive Shareholdings
Number of
shares
%
Formosa Chemicals & Fibre
International (Cayman) Ltd.
Director Representive of Formosa Chemicals & Fibre
Corp., Wen Yuan Wong
100%
Formosa Industries Corporation Director Wu, Chia Chau, Hong, Fu Yuan, Tzou, Ming Jen,
Lu, Wen Chin, Lee, Ching Fen,Huang, Sin Yi, Lin,
Fong Chin. Lee, Ming Chang、Hung, Chih Hsing
42.5%
President Hong, Fu Yuan 0%
Tah Shih Spinning Co., Ltd. Director Representives of Formosa Chemicals & Fibre
Corp.: Wen Yuan Wong, Hong, Fu Yuan, Lu,
Wen Chin, Lee, Ching Fen, Ke, Pai Rong
18,467,619 86.4%
0 0%
Supervisor Lu, Chia Ju, Chang, Ting Liu 213,745 1%
Hong Jing Resource Co., Ltd. Director Representives of Formosa Biomedical
Technology Corporation: Wang, Ruey Yu, Yang,
Kuen Lieh,Liu,Hui Chi、Liu,Fu Lung
27,336,218 71%
Representatives of HONG JING Environment
Company: Sun,Yu Lung,Wang,Yao Sheng
8,856,027 23%
Supervisor Li, Tsun Cheng, Ku,Cheng Chien 0 0%
President Wang, Yao Sheng 0 0%
Formosa Chemicals Industries
(Ningbo) Limited Company
Director Representives of Formosa Chemicals & Fibre
(Hong Kong) Ltd.: Wen Yuan Wong, Hong, Fu
Yuan, Lu, Wen Chin, Lee, Ching Fen, Chang,
Tsung Yuan, Chien, Wei Keng, Huang, Kuo
Hsien
100%
Supervisor Representive of Formosa Chemicals & Fibre
(Hong Kong) Ltd.:Lu, Chia Ju
100%
President Lu, Wen Chin 0%
Formosa Power (Ningbo) Limited
Company
Director Representives of FCFC Investment Corporation
(Cayman) Limited:Wen Yuan Wong, Hong, Fu
Yuan, Lu, Wen Chin, Lin, Tien-Po, Wang, Chi
Chou
100%
Supervisor Representive of FCFC Investment Corporation
(Cayman)Limited: Lu,Chia Ju
100%
President Lin, Tien-Po 0%
Formosa Biomedical Technology
(Somoa) Co., Ltd.
Director Representive of Formosa Biomedical Technology
Corporation: Wang, Ruey Yu
100%
Formosa Biomedical
Trading(Shanghai) Co., Ltd.
Director Representive of Formosa Biomedical Technology
(Somoa) Co., Ltd.: Liu, Hui Chi
100%
Director Representive of Formosa Biomedical Technology
(Somoa) Co., Ltd.: Sung, Yung Sheng
100%
President Liu, Hui Chi 0%
Formosa Taffeta (Cayman) Limited Director Representive of Formosa Taffeta Co., Ltd.:Wen
Yuan Wong
100%
Public More Internation Company
Ltd.
Director Representive of Formosa Development
Corporation Ltd.: Tseng,Ching Pin
500,000 100%

190

Unte: share, %

Unte: share,% Unte: share,%
Name of enterprises Title Name or representive Shareholdings
Number of
shares
%
Formosa Development
Corporation Ltd.
Director Representives of Formosa Taffeta Company Ltd.:
Wen Yuan Wong, Hsie, Shih Ming, Tseng,Ching
Pin, Chang, YungChiao, Chang, Hsien Tang
16,100,000 100%
Supervisor Representives of Formosa Taffeta Company Ltd.:
Lin,Chun Nan,Lee,Kuo Yi
16,100,000 100%
President Tseng,Ching Pin 0 0%
Schoeller FTC (Hong Kong) CO.,
Ltd.
Director Representives of Formosa Taffeta Company Ltd.:
Lee,MingChang,Chen,Jui Mao
780,000 50%
Representives of Schoeller Textil AG: Hans Jurgen
Hubner、Christine Jenni
702,000 45%
President Chen, Jui Mao 0 0%
Formosa Taffeta (Hong Kong) Co.,
Ltd.
Director Representives of Formosa Taffeta Company Ltd.:
Wen Yuan Wong, Lee, Ming Chang, Cheng, Hung
Ning
100%
President Chen, Jui Mao 0%
Formosa Taffeta (Zhong Shan)
Co., Ltd.
Director Representives of Formosa Taffeta Company Ltd.:
Wen Yuan Wong, Lee, Ming Chang, Wu, Li Jen
100%
Supervisor Representives of Formosa Taffeta Company Ltd.:
Cheng,HungNing
0%
President Lee, Ming Chang
Xiamen Xiangyu Formosa Import
& Export Trading Co., Ltd.
Director Representives of Formosa Taffeta Company Ltd.:
Wen Yuan Wong, Hsie, Shih Ming, Lee, Ming
Chang
100%
President Hsie, Shih Ming 0%
Formosa Taffeta Vietnam Co., Ltd. Director Representives of Formosa Taffeta Company Ltd.:
Hong, Fu Yuan, Lee, Ming Chang, Lee, Kuo Yi, Lee,
Chien Kuan,Chang,Jin Long
100%
Supervisor Representive of Formosa Taffeta Company Ltd.:
Cheng, HungNing
100%
President Lee, Chien Kuan 100%
Formosa Taffeta Dong Nai Co.,
Ltd.
Director Representives of Formosa Taffeta Company Ltd.:
Hong, Fu Yuan, Lee, Ming Chang, Tsai, Tien Shuan,
Lin, Chun Nan, Lee, Kuo Yi, Lee, Chien Kuan
100%
Supervisor Representive of Formosa Taffeta Company Ltd.:
Cheng,HungNing
100%
President Lee, Chien Kuan 100%
Formosa Taffeta (Chang Shu) Co.,
Ltd.
Director Representatives of Formosa Taffeta (Hong Kong)
Co., Ltd.: Wen Yuan Wong, Hong, Fu Yuan, Lee,
Ming Chang, Lin, Chun Nan, Lee, Kuo Yi, Wu, Li
Jen
100%
Supervisor Representative of Formosa Taffeta (Hong Kong)
Co.,Ltd.: Cheng,HungNing
100%
President Lee, Ming Chang 0%

191

Note: If directors or supervisors were representatives, they should disclosure relevant personal information.

  • 1 、 Wen Yuan Wong is the chairman of Formosa Chemicals & Fibre Corporation and Formosa Taffeta Co., LTD.

  • 2 、 Wang, Ruey Yu is the chairman of Formosa Biomedical Technology Corporation.

  • 3 、 Hong, Fu Yuan is the vice chairman of Formosa Chemicals & Fibre Corporation.

  • 4 、 Hsie, Shih Ming is the vice chairman of Formosa Taffeta Co., LTD.

  • 5 、 Lu, Wen Chin is the president of Formosa Chemicals & Fibre Corporation.

  • 6 、 Lee, Ming Chang is the president of Formosa Taffeta Co., LTD.

  • 7 、 Pao, Chia Chu is the principal of Chang Gung University.

  • 8 、 Liu, Thu Hua is the principal of Ming Chi University of Technology.

  • 9、Yanag, Kuen Lieh is the president of Formosa Biomedical Technology Corporation.

  • 10、 Liu, Hui Chi is the president of Formosa Biomedical Trading(Shanghai) Co., Ltd.

  • 11、Tseng, Ching Pin is the president of Formosa Development Corporation Ltd.

  • 12、 Wu, De Lon is the chief consultant of Chang Gung Medical Fundation.

  • 13、 Huang, Chen Ching is the senior vice president of Group Administration.

  • 14、 Lee, Ching Fen is the senior vice president of Formosa Chemicals & Fibre Corporation.

  • 15、 Chang, Tsung Yuan is the senior vice president of Formosa Chemicals & Fibre Corporation.

  • 16、 Su, Lin Chin, is the senior vice president of Nan Ya Technology Corporation.

  • 17、Tsai, Tien Shuan is the senior vice president of 2nd business group of Formosa Taffeta Co., LTD.

  • 18、Chien, Wei Keng is the vice president of 1st petrochemical division of Formosa Chemicals & Fibre Corporation.

  • 19、Huang, Kuo Hsien is the vice president of 3rd petrochemical division of Formosa Chemicals & Fibre Corporation.

  • 20、Ke, Pai Rong is the vice president of president’s office of Formosa Chemicals & Fibre Corporation.

  • 21、Hung Chih Hsing, is the vice president of vietnam management office Formosa Industries Corporation

  • 22、 Lin, Chun Nan is the vice president of 1st business group of Formosa Taffeta Co., LTD.

  • 23、Lin, Tien-Po is the assistant vice president of engineering division of Formosa Chemicals & Fibre Corporation.

  • 24、Wang, Chi Chou is the assistant vice president of engineering division of Formosa Chemicals & Fibre Corporation.

  • 25、Cheng, Hung Ning is the manager of headquarter of Formosa Taffeta Co., LTD.

  • 26、Lee, Kuo Yi is the assistant vice president of dyed division of Formosa Taffeta Co., LTD.

  • 27、 Chang, Yung Chiao is the maanger of engineering division of Formosa Taffeta Co., LTD.

  • 28、Wu, Li Jen is the manager of dyed division of Formosa Taffeta Co., LTD.

  • 29、Lee, Chien Kuan is the manager of dyed division of Formosa Taffeta Co., LTD.

  • 30、 Leu, Chi Mou is the department manager of Formosa FCFC Carpet Inc.

  • 31、 Liu, Fu Lung is the senior administrator of Administration operation unit of Group Administration.

  • 32、 Chen, Jui Mao is the senior administrator of Formosa Taffeta Co., LTD.

  • 33、 Chang, Hsien Tang is the vice senior administrator of Formosa Development Corporation Ltd.

  • 34、 Chang, Jin Long is the vice senior administrator of dyed division of Formosa Taffeta Co., LTD.

  • 35、 Li, Tsun Cheng is the assistant vice president of headquarter of FPG Group.

  • 36、Liu, Chia Ju is the assistant vice president of president’s office of Formosa Chemicals & Fibre Corporation.

  • 37、 Sung, Yung Sheng is the manager of Formosa Biomedical Trading (Shanghai) Co., Ltd.

192

8.2 Operation results in affiliated companies

Operation Results

Unit:NT$ thousands

Enterprise's Name Amount of
Capital
Total Assets Total Liability Net Assets Sales Operating
Income
Net Income Earnings per
share NT$
FCFC Investment Corporation (Cayman)
Limited
1,665 52,477,831 0 52,477,831 0 0 3,939,931
Formosa Chemicals & Fibre (Hong Kong) Ltd. 35,575,404 37,946,987 0 37,946,987 0 0 2,765,576
Formosa Chemicals & Fibre International
(Cayman)Ltd.
1,495 11,407,818 0 11,407,818 0 -80 -80
Formosa FCFC Carpet Inc. 220,372 244,608 32,694 211,914 241,450 -1,840 -1,854 -0.08
Formosa Idemitsu Petrochemical Corporation 1,200,000 4,296,941 1,185,784 3,111,157 12,952,233 783,605 633,237 5.28
Formosa BP Chemicals Corporation 2,403,000 4,045,378 701,868 3,343,510 5,498,033 503,435 434,170 1.81
Tah Shih Spinning Co., Ltd. 20,000 39,201 1,576 37,625 4,964 -8,667 -8,361 -4.18
Formosa Biomedical Technology Corporation 1,665,565 2,649,238 1,352,333 1,296,905 2,430,914 104,521 323,178 1.94
Formosa Biomedical Technology (Somoa) Co.,
Ltd.
29,610 -1,414 0 -1,414 0 0 -689
Formosa Biomedical Trading(Shanghai) Co.,
Ltd.
29,610 18,284 19,698 -1,414 22,901 -198 -689
Hong Jing Resource Co., Ltd. 385,024 905,043 85,918 819,125 591,811 255,154 309,267 8.03
Formosa Waters Technology Co., Ltd. 13,421 36,950 13,784 23,166 85,314 9,303 7,195 5.36
Formosa Power (Ningbo) Limited Company 4,834,511 15,266,467 484,002 14,782,465 7,129,245 1,389,482 1,174,355
Formosa Chemicals Industries (Ningbo) Limited
Company
35,575,404 59,675,812 21,728,825 37,946,987 77,376,690 3,096,745 2,765,576
Formosa Industries Corporation 22,890,683 31,931,145 12,726,079 19,205,066 27,385,174 997,084 350,580

193

Operation Results
Unit:NT$thousands
Operation Results
Unit:NT$thousands
Operation Results
Unit:NT$thousands
Operation Results
Unit:NT$thousands
Operation Results
Unit:NT$thousands
Operation Results
Unit:NT$thousands
Operation Results
Unit:NT$thousands
Operation Results
Unit:NT$thousands
Operation Results
Unit:NT$thousands
Enterprise's Name Amount of
Capital
Total Assets Total Liability Net Assets Sales Operating
Income
Net Income Earnings per
share NT$
Formosa Taffeta Company Ltd. 16,846,646 75,380,191 11,160,942 64,219,249 27,468,794 280,100 5,188,729 3.08
Formosa Development Corporation Ltd. 161,000 321,968 37,306 284,662 2,771 -1,754 11,263 0.70
Schoeller FTC (Hong Kong) CO., Ltd. 6,879 45,074 33,227 11,847 114,468 1,212 1,593
Formosa Taffeta (Hong Kong) Co., Ltd. 1,356,822 1,902,342 749,450 1,152,892 1,592,249 75,916 60,120
Formosa Taffeta (Zhong Shan) Co., Ltd. 1,402,085 1,963,528 222,365 1,741,163 1,891,909 149,755 110,956
Xiamen Xiangyu Formosa Import&Export
TradingCo.,Ltd.
15,273 91 76 15 0 -268 -334
Formosa Taffeta Vietnam Co., Ltd. 2,340,866 3,262,355 1,121,625 2,140,730 2,962,921 278,622 211,388
Formosa Taffeta Dong Nai Co., Ltd. 2,590,434 6,205,529 3,871,435 2,334,094 4,881,878 174,466 45,844
Formosa Taffeta (Chang Shu) Co., Ltd. 1,302,019 1,768,503 732,592 1,035,911 1,584,213 81,413 58,678
Formosa Taffeta (Cayman) Limited 5,284,775 3,775,536 0 3,775,536 0 0 0
Public More International Company Ltd. 5,000 17,388 4,936 12,452 37,207 8,606 4,834

Exchange rate : USD/NTD 30.106 , VND/NTD 0.001299 , RMB/NTD 4.31553 。 December31, 2019

8.2.1 Consolidated financial statements of affiliated companies: See attached consolidated financial statement

8.2.2 Report of affiliated company’s relationship: Inapplicable

194

8.3 Private Placement Securities in the Most Years: None

8.4 Shares in the Company Held or Disposed of by Subsidiaries in the Most Recent Years:

Unit: NT$ Thousands; Shares; %

Name of
Subsidiary
Stock
Capital
Collected
Fund
Source
Shareholding
Ratio of the
Company%

Date of
Acquisition
or
Disposition
Shares and
Amount
Acquired

Shares
and
Amount
Disposed
of
Investment
Gain or loss
Shares and
Amount in
Most
Recent
Year
Mortgage Endorsement
Amount
Made for the
Subsidiary
Amount
Loaned to
the
Subsidiary
Formosa
Taffeta
Co., Ltd.
$16,846,646 Company’s
own funds
37.4 Year2019
12,169,610

$1,064,841
37.4
As of the
printing date
of this
annual
report

12,169,610

$815,364

Note: Formosa Taffeta Co., Ltd. hold outstanding stock ratios is 0.21% ,respectively that is not significant effects on operation results or finance status of the Company. The company had not increased shares of the Company by the end of March, 2020.

8.5 Other Essential Supplements

None

8.6 Significant Impact to Shareholders’ Equity or Security Price by Print Date of Annual Report

  • None

195

196

FORMOSA CHEMICALS & FIBRE CORPORATION

AND SUBSIDIARIES

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Index 197
Report of Independent Accountants 198-204
Consolidated Balance Sheets 205-206
Consolidated Statements of Comprehensive Income 207-208
Consolidated Statements of Changes in Equity 209-210
Consolidated Statements of Cash Flows 211-212
Notes to Consolidated Financial Statements 213-311

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FORMOSA CHEMICALS & FIBRE CORPORATION

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INDEX
Items Pages
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Items Pages
Index 313
Report of Independent Accountants 314-319
Parent Company Only Balance Sheets 320-321
Parent Company Only Statements of Comprehensive Income 322
Parent Company Only Statements of Changes in Equity 323
Parent Company Only Statements of Cash Flows 324-325
Notes to Parent Company Only Financial Statements 326-389

313

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Formosa Chemicals & Fibre Corporation

Chairman: Wen Yuan Wong