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FPC — AGM Information 2021
Aug 3, 2021
51762_rns_2021-08-03_04c09f35-23aa-435d-bac8-113faf1740af.pdf
AGM Information
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FORMOSA PLASTICS CORPORATION
2021 ANNUAL SHAREHOLDERS’ MEETING
MEETING HANDBOOK
(This English translation is prepared in accordance with the Chinese version and is for reference purposes only. If there are any inconsistency between the Chinese original and this translation, the Chinese version shall prevail.)
JUNE 23, 2021
Table of Contents
Meeting Procedure……………..………………………………. page 1 Meeting Agenda……………….……………..………………… page 2 Report Items…………………………………………………… page 4 Ratification Items……………………………………………… page 22 Discussion Items (I)……..…………………………………….. page 24 Election Items………………………………………………….. page 34 Discussion Items (II)…………………………………………… page 39 Appendices………………………………………………..…… page 50
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Independent Auditor’s Report
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Articles of Incorporation of the Company
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Rules of Procedure for Shareholders’ Meetings of the Company
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Rules for Election of Directors of the Company
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Current Shareholdings of Directors of the Company
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Information regarding the Proposed Employees and Directors’ Compensation approved by the Board of Directors of the Company
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Effect upon Business Performance and Earnings per Share of the Company by the Stock Dividend Distribution Proposed at the 2021 Annual Shareholders’ Meeting
FORMOSA PLASTICS CORPORATION
2021 ANNUAL SHAREHOLDERS’ MEETING PROCEDURE
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Call Meeting to Order
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Chairman’s Address
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Report Items
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Ratification Items
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Discussion Items (I)
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Election Items
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Discussion Items (II)
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Extraordinary Motions
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Meeting Adjourned
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FORMOSA PLASTICS CORPORATION
2021 ANNUAL SHAREHOLDERS’ MEETING AGENDA
Time : 10:00 a.m., Wednesday, June 23, 2021
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Venue : 5F, Convention Center at Sunworld Dynasty Hotel, Taipei
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(NO. 100, Dun Hua North Road, Taipei, Taiwan)
1. Report Items
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(1) 2020 Business Report
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(2) Audit Committee’ Review Report on the 2020 Financial Statements
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(3) Distribution of 2020 Employees Compensation
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(4) Issuance of 2020 Domestic Unsecured Ordinary Corporate Bonds
2. Ratification Items
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(1) Please approve the 2020 Business Report and Financial Statements as required by the Company Act.
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(2) Please approve the Proposal for Distribution of 2020 Profits as required by the Company Act.
3. Discussion Items (I)
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(1) Amendment of Rules for Election of Directors of the Company. Please discuss and resolve.
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(2) Amendment of Rules of Procedure for Shareholders’ Meetings of the Company. Please discuss and resolve.
4. Election Items
The Company Directors have their tenure expired. Please elect the Board of Directors to conform to the applicable laws.
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Discussion Items (II)
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(1) Appropriateness of releasing the newly elected Directors and the juristic person shareholder which appointed their authorized representatives to be elected as directors, from non-competition restrictions. Please discuss and resolve.
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Report Items
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About the Company’s results of operation for fiscal year 2020, please refer to Business Report for further details (on page 6 of the Handbook.) which is hereby reported for record.
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The Company’s Audit Committee members reviewed the 2020 Business Report and Financial Statements and issued their Review Report according to the applicable laws. Please refer to Audit Committee’s Review Report (on page 21 of the Handbook.)
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The company has issued the report on compensation distributed to its employees for 2020. The pre-tax profit prior to deducting employees’ compensation distributable for 2020 is NT$23,308,488,666. The Company has no accumulated losses. Adopted by the Board Meeting on March 17, 2021, 0.13% of the profit is allocated as employees’ compensation in accordance with Article 39 of the Articles of Incorporation. The total allocated amount is NT$30,211,400 which shall be distributed in cash. The above is hereby reported for record.
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Issuance of NT$8.35 Billion Domestic Unsecured Ordinary Corporate Bonds in 2020
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(1)To raise long-term funds to pay off loans, the Board of Directors resolved on March 17, 2020 to issue domestic unsecured ordinary corporate bonds of NT$10 Billion in 2020. According to the capital needs, the Company issued the bonds of NT$8.35 Billion on June 22, 2020, and the rest of unissued bonds of NT$1.65 Billion was not applied for Taipei Exchange, which was reported to the Board of Directors on November 11, 2020.
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(2)A summary of the major terms of the aforementioned bonds are as follows:
| Tranche | Size (NT$ billion) |
Coupon Rate(%,fixed annual rate) |
Tenor (Year) |
Principal Repayment Year |
|---|---|---|---|---|
| A | 3.6 | 0.58 | 5 | Half of the principal shall be repaid upon the end of the fourth year and the fifth year, respective from the date of issue. |
| B | 3.75 | 0.63 | 7 | Half of the principal shall be repaid upon the end of the sixth year and the seventh year, respective from the date of issue. |
| C | 1 | 0.67 | 10 | Half of the principal shall be repaid upon the end of the ninth year and the tenth year, respective from the date of issue. |
| Coupon Frequency |
Annual. Interest shall be paid as simple interest rate. |
The above is hereby reported for record.
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Formosa Plastics Corporation 2020 Business Report
1. 2020 Business Report:
The Company (Formosa Plastics Corporation) generated consolidated sales of NTD 185.81bn in 2020, reaching 89% of its target of NTD 208.06bn and was down 11% from NTD 207.84bn generated in 2019. Consolidated pre-tax profit came in at NTD 24.16bn in 2020, reaching 76% of its target of NTD 31.76bn and declined by 43% from NTD 42.21bn generated in 2019.
Due to the worldwide COVID-19 pandemic, countries locked down since March 2020 resulted in a sharp demand decline and supply disruptions. Production activities, consumptions, and global economy were hit hard and dragged down crude oil, ethylene, propylene, and petrochemical product prices. Especially, WTI crude oil futures prices even fell to a negative value on April 20, 2020. Although the Company's product prices declined in 1H20 to narrow down the margins, the sharply falling feedstock prices still made the Company profit for its core business. However, it still reported a net loss on a consolidated basis as dragged by the decline in investment incomes from Formosa Petrochemical Corp. and Formosa Plastics Corp., USA in 1H20. Nevertheless, in 2H20, given the easing of lockdown, demand for work-from-home related products, anti-epidemic products, home gym equipment, building materials, 3C, and home appliances have been surging. Given the gradual recovery of global economy as well as the roll out of monetary easing measures and fiscal stimulus policies by countries, the prices of petrochemical products have rebounded strongly and returned to the levels of the end of 2020 before COVID-19. Among them, polyvinyl chloride (PVC) and polyethylene vinyl acetate (EVA) prices reached the record high in the latest 9 year, which made the Company turn profitable in 2020.
Even though sales volume of polyethylene (PE) increased by 329K tons in 2020 from 2019 thanks to the contribution from the new HDPE plant built by 100% owned subsidiary, Formosa Industries Corp. with selling its products under full production in 2020, the Company’s
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operating profit of NTD 17.09bn still dropped by 15% in 2020 from 2019 due to the ASP decline with 12-38% and narrowing product margins. In addition, the total cash dividends of NTD 3.35bn in 2020 from investees including Nanya Plastics Corp., Formosa Chemicals & Fibre Corp. and Nanya Technology Corp., etc. deceased by NTD 4.82bn from 2019. Also equity investment incomes of NTD 5.21bn from investees including Formosa Petrochemical Corp., FPC-USA and Formosa Sumco Technology Corp., etc. significantly lower NTD 9.52bn from 2019. The decrease in 2020 led to a 43% decline of the Company’s pre-tax profit from 2019.
Looking back at 2020, the confrontation between China and the US had spread from trade war to technology war and financial war. Moreover, the supply disruptions impacted by COVID-19 led to the decline in economy growth for many countries. Except for China, of which the economy could still maintain positive growth due to better control of COVID-19, the economy of other developed counties were declining.
While the world is under the shadow of COVID-19, Taiwan has been the top performer in term of GDP growth among the Four Asian Tigers for 2 consecutive years as benefiting from 1) the homecoming capital, 2) order reallocation, 3) strong demand rebound after the easing of lockdown, and 4) better control of COVID-19. Both export value and domestic investment showed positive growth in 2020. However, the China-US trade war, which has lasted for more than 2 years, caused the change for international division of labor between Taiwan, China and US. The COVID-19 also accelerated the anti-globalization trend, which put Taiwanese companies located in China and ASEAN countries at risks on supply chain issue.
In addition, the Regional Comprehensive Economic Partnership Agreement (RCEP) was signed on November 15, 2020. It will be not only the world's largest free trade zone, but also bring a huge boost to the economic and trade integration for Eastern Asia and reshape the global economy and trade. However, due to political issues, Taiwan is absent from the two major free trade zones, RCEP and the Comprehensive and Progressive Agreement for Trans-Pacific Partnership (CPTPP), which becomes a missing corner of the regional economic and trade integration
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picture. In the short term, RCEP’s impact to Taiwan is not too significant with low deduction of tariffs rate, long preferential period and exempt from tariffs about 70% of Taiwan’s exports to the ASEAN region. However, in the long term, it may not only result in a rising concentration rate for semiconductor and electronics industries which is not good for Taiwan’s export structure, but also the growing tariff pressure for the homecoming Taiwanese companies. If Taiwan is not able to actively seek for solutions on the breakthrough for the obstacle on trade tariff, in the long run, it will not only harm Taiwan’s international trade, but also the economic growth momentum. Moreover, it will create hurdles on the development of relationships with regional trade partners.
Furthermore, in order to build green energy and connect with the international trend, in accordance with the newly revised Renewable Energy Development Act, which requires the major users to bear a 10% obligation on renewable energy including the investment on green energy equipment and cash payment, etc. However, Taiwan’s power grid is independent, and the power generated by renewable energy is still unstable. Moreover, there are transportation and storage problems for natural gas. It is difficult to undertake the energy transformation policy of "replacing nuclear power with green energy; replacing coal-based power plant with natural gas-based power plant." This triggered producers concern about a stable electricity supply going forward. Furthermore, the society has been long brimming with the ideology of environmental protection and unreasonable EPA review system is along with the stringent environmental regulations, which has hindered many investment projects and is adverse effect on the long-term development of Taiwan’s industry and economy.
At the critical moment in developing Taiwan’s industry and economy during US-China trade war and COVID-19, the governments should roll out a fiscal tax policy with investment incentives, amend the irrational environmental assessment process, loosen the environmental regulation restrictions and revisit the energy transformation policy to formulate reasonable energy generation allocation. In the meantime, government should improve regulations to be in-line with international standards, and
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continue to participate in regional economic and trade integration with key trading partners to make up for Taiwan’s lacking of connection among international trade, and allow the industry to enjoy a fair competition environment with regional peers. By improving the investment environment and joining regional economic and trade integration to strengthen economic and industry competiveness, the government can create a friendly and sustainable investment environment.
In view of the impact from COVID-19 globally and the difficulty in an oversupplied market under the supply addition wave, the Company has been proactively engaging in the development of artificial intelligence (AI) technology, and established an AI research and development center in Renwu Complex, combining AI professionals from various departments to enhance operational efficiency in five aspects "optimization of production and sales, quality assurance, intelligent maintenance, digital inspection, and cost reduction". In 2020, 75 out of 148 AI projects have been completed with an estimated annual benefit of NTD 290m, while the remaining 73 projects are still ongoing.
Aside from this, in an effort to strengthen the AI technology capability, the Company continues providing systematic training courses to employees, interacting with companies and academic institutions outside the Company, inviting domestic and foreign experts for speeches, building platforms to hold competitions, etc. In view of the rapid development of AI technology, in addition to continuing to select outstanding talents to train in Taiwan's AI schools, starting from 2020, the Company entrusted Taiwan's AI schools and Taiwan’s top universities to cooperate with experts and various academic institutions to organize advanced AI courses to cultivate more high-end AI talents in order to build a solid foundation for digital transformation, of which, 44 talents have completed the training.
Besides, during COVID-19 period, the Company fully supported the "National Mask Team" on raw materials for medical protection and hygiene products, in order to contribute to Taiwan's efforts in the prevention from the spread of COVID-19 and to ensure the citizens health.
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Meanwhile, to secure the supply of raw materials for the non-woven fabric for the mask industry, the Company applied blockchain technology to build a non-woven fabric integrated marketing platform. The application is also expanded into supply chains in medical, automotive, shoe materials and wind power industries to connect upstream, midstream and downstream supply chains for the formation of global industry alliance to provide customers with a full range of services.
Furthermore, in order to achieve the goal of customer-oriented digital transformation and the optimization in selling and production to improve the service quality, the Company set up “FPC E-commerce Platform” which combined the Enterprise Resource Planning (ERP) information and AI technology and has been worked online. In addition, in order to continue to serve customers, the Company conducted multi methods to promote business by remote marketing to create a win-win situation during COVID-19 period.
Moreover, to pursue a reasonable profitability, strengthen business and reduce the negative impact from COVID-19, the Company implemented the improvement measures including circular economy development, project improvements promotion, the consumption of water, energy, and the utility usage volume per unit reduction. The Company accomplished 1,121 projects in 2020 with an annual benefit of NTD 850m.
At the same time, 13 office buildings, including the 2 founders' offices in the Kaohsiung plant, the birthplace of Formosa Plastics Group, were registered as monument by the Kaohsiung City Government. The “Y.C. Wang and Y.T. Wang Brothers Park” will be established in the 2.5 hectares original site. The restoration and reuse plans were reviewed and approved by the Kaohsiung City Government in January 2021.The park is expected to be completed by the end of 2023 and will be opened to public.
The Company and its China Ningbo and United States subsidiaries mainly produce plastics and chemical fiber raw materials. In 1H2020, sales volume of PVC decreased sharply due to COVID-19 given worldwide lockdown, but PVC price continued to raise from 2H20 because of demand for COVID-19 prevention in China, Vietnam, India, Europe and the United
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States, automobiles, and construction markets recovery and force majeure of many Europe and US peers. However, due to global shipping and container shortages, total PVC sales volume in 2020 declined by 3% to 1,640K tons from 2019. Sales volume of caustic soda was 1,351K tons in 2020, decreased by 10% from 2019 given the declining downstream demand in alumina, textiles and pulp. Moreover, the price of caustic soda decreased because caustic soda plants raised their utilization rates to increase supply based on a better profit of PVC. In consideration of the unfavorable prices, the Company has conducted an off-peak production strategy and to export based on contract prices.
HDPE was in oversupply situation given a continued capacity expansion globally, while demand was lower in 2020 than 2019 impacted by COVID-19. However, the Company actively increased the selling of the differentiated products such as COVID-19 prevention related fabric grade and bottle blowing grade products, as well as pipe grade and bottle cap grade HDPE, along with the start of the new HDPE plant by the Company’s US subsidiary. The Company’s HDPE sales volume in 2020 increased by 2% to 524K tons from 2019. The Company’s EVA sales volume in 2020 increased by 2% to 290K tons from 2019 given the growth in solar packaging filming demand in China and no new capacity from peers. In addition, despite a high competition in the LLDPE market given new capacity from global peers and demand impact from COVID-19, the Company’s LLDPE sales volume in 2020 increased by 150% to 528K tons from 2019, given the aggressive expansion into Vietnam market, promotion of the injection grade and rotation molding grade differentiated products, and the conversion of LLDPE from the US subsidiary’s HDPE plant.
Due to a slump in crude oil price and the outbreak of COVID-19 at the beginning of 2020, the lockdown worldwide resulted in the lack of raw materials and labor shortages in the upstream, as well as the declined demand for tapes, coatings and resins in the downstream. Despite the shutdown of Linyuan plant’s first phase AA production, the Company’s AE sales volume in 2020 increased by 6% to 527k tons from 2019, given
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demand recovery in 2H20 and the unexpected shutdown from peers. The Company’s sales volume of NBA is mainly for captive use by AE plants. The Company’s NBA sales volume in 2020 increased by 9% to 241K tons from 2019 given strengthening the bonded customers in Eastern China and also active expansion to Eastern China, Southern China and South Korea. Despite oversupply and a severe pricing competition in SAP market, the Company’s SAP sales volume in 2020 increased by 9% to 185k from 2019 given stable orders from contract customers and actively developing new customers.
The Company’s PP sales volume in 2020 increased by 5% to 977K tons from 2019 given full production and selling after the scheduled maintenance of Linyuan PP plant and the renewal of the granulator in 2019. The Company’s AN sales volume in 2020 decreased by 9% to 253K tons from 2019 due to a weak market demand impacted by COVID-19. The Company’s MMA sales volume of 82K tons in 2020 was similar to 2019 due to the recovery of the PMMA light guide plate and the strong demand for anti-COVID-19 plates. The Company’s ECH sales volume in 2020 increased by 3% to 97K tons from 2019, which was benefited from the booming development of the wind energy and 5G industries, and the stronger demand from downstream epoxy products.
In terms of capacity expansion, in order to strengthen the competitiveness, the Company aggressively expanded its capacities and conducted debottleneck projects, including the completed debottleneck project of PVC plant in Linyuan in 2020 with new capacities by 50K tons to 1,315K tons per annum, and the ongoing debottleneck project of PVC plant in Renwu, Linyaun and Mailiao with new capacities by 100K tons to 1,415K tons per annum by 2022. In addition, in response to the construction of the IPA plant for the joint venture "Formosa Tokuyama Advanced Chemicals Co., Ltd.", the first phase of the acrylic acid (AA) equipment in Linyuan AE plant with an annual capacity of 21K tons was dismantled in August 2020. As a result, the annual capacity of AA reduced to 147K tons and AE lowered from 268K tons to 250K tons.
In Ningbo Complex, the SAP plant debottleneck project of 10K ton
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completed in 2020 and the annual capacity increased to 100K tons. The new PDH plant with annual capacity of 600K tons propylene is expected to complete and commence production in 3Q21. The EVA debottleneck project of 28K is expected to complete its construction and commence production in 1Q23 and the annual capacity increased to 100K tons.
Furthermore, in Kaohsiung, the Company’s storage tank in Qianzhen District will be moved to the Phase II intercontinental petrochemical zone. The Company has rent the land and dock from Port of Kaohsiung Taiwan International Ports Corporation for petrochemical usage and will build 12 storage tanks and 1 salt warehouse, which are expected to be completed in 1Q22.
In terms of equity investments, FPC-USA (22.66% owned by the Company) generated pre-tax loss of USD200m in 2020, decline from 2019, mainly due to the U.S. economy impacted by COVID-19 and 14 plants under maintenance shutdown and equipment inspections leading to significant losses. However, as benefiting from the US CARES tax reform bill which returns the tax expenses incurred in the past five year if a company reported net loss in 2020, FPC-USA’s net profit after tax was USD100million in 2020. Looking into 2021, it is expected that the successful development and roll-out of vaccines could help the US economy to resume growth, and to boost the demand for petrochemical products and the increase in product prices. Moreover, there will be only the second olefin plant (OL-2) and specialty PVC plant needed to conduct equipment inspections, and the new LDPE plant in Texas, US put into operation since November 2020, which will increase total sales volume and resume stable profit growth.
In addition, the loss of Fujian Fuxin Special Steel Co., Ltd. (29.16% owned by the Company) in 2020 further expanded from 2019 due to (1) the slowdown in economic growth in China with shrinking demand affected by COVID-19, and (2) market oversupplied due to pricing competition from Indonesia peers that led to poor ASPs in finished goods. In 2021, Fujian Fuxin expects to benefit from order shift effect after the resumption of work in China, a sustained economic growth, new
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infrastructure projects and RCEP, etc., which will support a substantial growth in downstream exports demand for home appliances and metal products. In addition, Fujian Fuxin expects to decrease the loss as Fujian Fuxin will adjust the sales area, expand the sales in super ferritic stainless steel differentiated products, optimize production process and lower cost, and increase the hot rolling OEM for Formosa Ha Tinh Steel Corporation. In order to enlarge the synergy of vertical integration and enhance the competitiveness, Fujian Fuxin is conducting the new cold rolling mill plant project with 300K tpa capacity, and expects the plant to commerce production from 3Q21.
Besides, the Company has invested in Minima Technology Co. Ltd. in 2019 with a 19.07% of shareholding. It mainly produces disposable consumer products such as tableware, paper cups, straws and other decomposable plastic products. However, Minima Technology Co. Ltd. reported the loss in 2020 with severely declined demand in Europe and the US market impacted by COVID-19. Its new capacity in Huwei plant in Central Taiwan Science Park commenced production in 4Q20, which increased the overall annual capacity of decomposable compound rubber particles to 20K tons from 4K tons annually. In 2021, it is expected to turn profitable supported by the rising trend of plastics restriction globally, demand recovery from COVID-19, and the increase in capacity.
In view of the demand in advanced nodes from Taiwan’s semiconductor industry, the Company and Japan’s Tokuyama Co., Ltd. established a joint venture " Formosa Tokuyama Advanced Chemicals Co., Ltd." with 50% share respectively in October 2020. The new capacity will produce a 30K tons of electronic-grade IPA annually to meet domestic demand from semiconductor industry. The capacity is scheduled to be completed and put into production in the 3Q21.
In terms of research and development, the Company spent NTD 2bn on R&D in 2020, accounted for 1% of the Company’s revenues. These R&D expenses were mainly spent on new formulation development, production process improvement, product quality upgrade, energy consumption saving, and human resources cultivation to increase
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production capacity and lower cost. In 2020, the Company completed 40 R&D projects with an annual benefit of NTD 90m. Meanwhile, the Company conducted R&D on industrial production technique and to commercialize specialty products including High temperature resistant and high mechanical strength chlorinated PVC, 5G wire and cable foam grade HDPE, HDPE cap & closure grade, LLDPE fiber grade, white color EVA encapsulate film grade, super high retention capacity SAP for sanitary napkins and baby diapers, medium modulus carbon fiber by DJWS process, carbon fiber for vinyl ester (VE) resin, carbon fiber for polyether ether ketone(PEEK), pultrusion process for carbon fiber reinforced polymer (CFRP), reactor-grade meltblown PP and low-energy consumption and high toughness EPP foam material, which has achieved good results.
Besides, the Company was awarded the “R&D 100 Awards” in 2020 for the technology of the "application of dye-sensitized battery for smart home", which cooperated with the Industrial Technology Research Institute. This demonstrates the Company's innovation capabilities in R&D and commercialization.
In order to enhance the competitiveness, the Company actively invested in the key technology development and applied for both domestic and international patent. In 2020, the Company received approval on 22 patents, and had a total of 182 effective patents as of the end of 2020. Meanwhile, the Company will continue to work with both domestic and international industry experts and academic area, to strengthen academic fundamentals and R&D to apply to the design for production capacity expansion and shortening the time of production process shift. The Company also set up a new high-end equipment center in Mailiao, and combined with virtual laboratory and talents in production process simulation, to accelerate the development of scratch resistance, flame resistance, toughness, gas barrier, dielectric products, as well as natural antibacterial and beauty-related green products.
Among them, the "Capture and Reuse of Flue Gas ", which was a joint project with academic research institutions, was qualified to receive the subsidy from “the A+ Industrial Innovative R&D Program” by
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Ministry of Economic Affairs in January 2019. It is scheduled to complete the construction and operation in Renwu plant in 2H21. At the same time, in order to support the development in 5G industry in Taiwan, the Company will cooperate with Industrial Technology Research Institute and downstream companies to form a 5G raw material alliance, and expand its R&D towards products such as 5G and 6G base station housings, radomes and high-frequency network communication wires.
On the operational safety and environmental protection front, the Company always put emphasis on industry developments and environmental protection equally. As of the end of 2020, the accumulated investments on operational safety, environmental protection, and firefighting reached NTD 25.4bn, which was mainly spent on controlling pollution, energy saving, waste and greenhouse gases reduction, and operational safety and firefighting improvement. The Company’s pollution treatment and emissions are better than national regulatory standards.
In 2020, there were 4 business units praised by competent authority. Among them, Mailiao LLDPE, AN and ECH plants were all praised by Yunlin County for strong performance on occupational safety and health. Among them, the LLDPE and AN plants even received the “Occupational Safety 5-Star Award” from Yunlin County given the three consecutive years of praise awarded. Besides, Mailiao Complex was praised by Ministry of Labor for strong performance.
In terms of water and energy conservation and greenhouse emissions reduction, in 2020, the Company accomplished 973 improvement projects. Total water saved amounted to 5,351 tons/day, while greenhouse gas emissions reduction reached 179K tons/year. Other ongoing 930 improvement projects would further conserve water by 5,593 tons/day and reduce greenhouse gas emissions by 228K tons/year. According to the results announced by Carbon Disclosure Project (CDP) in 2020, the Company was ranked “A” in climate change assessment and “A-” in water resources assessment. Both achievements were among the top rankings within many well-known international chemical companies, which shows that the Company’s efforts in energy-saving, emission-reduction and
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circular economy in response to climate change have achieved considerable results.
Besides, in order to enhance operational safety, the Company moved factory manager and section chief’s office to the side of production process control room, in order to response immediately to any production abnormalities. The Company also installed interlock and foolproof devices to avoid operational errors by operators. In addition, the Company set up a Standard Operating Procedures (SOP) platform for operators to familiarize themselves with the operation procedures to reduce errors, and an augmented reality (AR) interactive technology will be further introduced to help improve the effectiveness of the SOP platform. In the meantime, other than using AI and other technologies to assist construction safety, develop smart wearable devices and assist inspections and maintenance, the Company also introduced AI smart detection system for pipeline leakage at Renwu Complex by using 360-degree high-altitude cameras to monitor key production process areas to effectively detect the location of pipeline leaks and protect the safety of employee and equipment.
In view of the international ESG (Environmental, Social and Corporate Governance) and the domestic severe environmental regulations trend, the Company continues to improve the elimination of white smoke from the chimneys of Renwu Complex and to promote zero discharge of wastewater in each Complex. At the same time, each plant is reducing volatile organic compounds (VOCs) and streamlining equipment components to gradually replace the low-leakage equipment components. This is also supplemented by the application of infrared detector (GasFinder) to strengthen autonomous inspections for a friendly environment.
2. Business Performance:
The consolidated revenue in 2020 was NTD 185.8bn, a decrease of NTD 22.03bn from NTD 207.84bn in 2019. Operating profit was NTD 17.09bn with a 9% of operating margin after deducting COGS of NTD 156.75bn and operating expenses of NTD 11.95bn. Plus non-operating
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income of NTD 7.06bn (included equity investment income of NTD 5.21bn), the pre-tax profit was NTD 24.16bn in 2020, decrease 43% from 2019.
3. 2021 Business Performance Target and Outlook:
Looking into 2021, the global economic activities is expected return to normal with the gradual normalization of COVID-19 prevention measures by countries, the optimistic expectation of effectiveness of vaccines and the support of large-scale fiscal and monetary easing policies by major economies. According to the latest forecast by the Monetary Fund (IMF), the global economy will recover quickly with ease of COVID-19.
However, the spread of the new variant COVID-19 virus at the beginning of 2021 led to a more severely global pandemic. The resumption of COVID-19 control measures, the shortage of vaccines and the delayed delivery schedules will affect the popularity of vaccination, which may weaken the rebound of economy growth. Besides, the uncertainties from the follow-up of China-US trade tension, whether countries to continue to adopt fiscal stimulus and monetary easing policies, the timetable for the re-lockdown by countries, and the rising geopolitical situation are still need to be closely monitored in the future.
In terms of supply, IHS forecasts that the global ethylene capacity will increase around 11.19 million tons in 2021, and the new capacity from China, Korea, and US will increase by 8.77 million tons. In terms of demand, based on the global ethylene demand growth of 0.6x of GDP growth, incremental demand should only be 5.1million tons in 2021. While polypropylene net capacity increase will be 8.33 million tons in 2021, mainly in China, by 6.13 million tons. Based on 1x of GDP growth, the incremental polypropylene demand should only be 5.7million tons in 2021. The global ethylene and propylene market will be oversupplied.
Furthermore, after the last upcycle of petrochemical industry during 2015-2019, a large number of incoming new capacities of ethylene, propylene and downstream derivatives in China and the US will result in
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market oversupply, while decreased demand has been largely impacted by COVID-19 in 2020. Looking into 2021, although demand might not be able to fully return to pre-pandemic level before COVID-19 is fully controlled, the roll-out of vaccines and forecast from international agencies generally indicated a slow recovery of global economy growth. Moreover, many of the capacity expansion plans in global petrochemical peers suspended or delayed due to COVID-19, which will help alleviate the pressure of oversupply. Therefore, it is expected that the petrochemical market in 2021 will be better than 2020.
Based on a better control of pandemic in China and some overseas supply chains impacted by COVID-19, some orders have been shifted to China, and it is expected that downstream product exports will increase. Additionally, the "14th Five-Year Plan" from 2021 to 2025 will focus on "the building of a new development pattern with domestic and international dual cycles as the main body" to support a steady recovery of economic growth, and expand investments in traditional infrastructure, AI, 5G, big data, etc. The 2021 GDP growth in China is expected to be faster than other major economies in the world, which will help to increase the Company’s sales.
In the new year, given the uncertainties of COVID-19 and the continued capacity expansion from China and US, the Company still has pressures for its business operation. In response, the Company will deepen its applications and R&D in AI. In addition to actively cultivating AI, big data, and cloud computing talents, accelerating the application of AI in various fields, optimizing production and sales, improving product quality and management performance, lowering energy consumption to reduce costs, conducting pipeline inspections and leak detection, and strengthening the management of operational safety, the Company will continue to develop the R&D for forward-looking and high value-added products and production process in response to the trend of the development of semiconductor, 5G, renewable energy and medical and epidemic prevention industries. In the meantime, the Company moves towards the trend in refinization of products to strengthen long-term
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competitiveness.
Moreover, there will be fewer days of maintenance shutdown for ethylene capacity in Taiwan in 2021 than 2020. The Company expects that the supply of ethylene and propylene feedstock will increase, and will seek for imports to cover the shortfall in raw material, aiming to reach the target of “full production and sales”. Meanwhile, the Company will conduct deep-dive review on petrochemical plant management, and to continue to promote a comprehensive inspection on equipment and the implementation of SOP, in order to manufacture under zero accidents. Besides, in response to the regionalization trend of the supply chain caused by COVID-19, the Company will not only continue to expand differentiated product markets, but also will integrate its past experience and fundamentals on automation and digitalization to accelerate digital transformation by using AI technology to optimize production and sales, and through remote marketing to overcome restrictions of traditional marketing method, which will help to actively expand into new customers and new markets in response to the drastic changing business environment.
In addition, as taking the sustainable development of industry and environment into account, the Company will build renewable energy capacity, continue to promote circular economy, energy saving and carbon reduction in order to fulfill corporate social responsibilities for a friendly environment. The Company also will aggressively promote the capacity expansion and debottleneck projects in Taiwan and overseas. Through the efforts above, the Company expects to strengthen its business, reverse the business downturn and to make the breakthrough of the challenges and maintain a steady performance.
Chairman: Jason Lin President: Jason Lin In-charge Accountant: Chia-Tse Chang
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Formosa Plastics Corporation
Audit Committee’ Review Report
The Board of Directors has prepared the Company’s 2020 Business Report, Financial Statements, including Consolidated and Individual Financial Statement, and Proposal for Profits Distribution. The CPA firm of KPMG was retained to audit Formosa Plastics Corporation’s Financial Statements and has issued an audit report relating to Financial Statements. The Business Report, Financial Statements, and Proposal for Profits Distribution have been reviewed and determined to be correct and accurate by the Audit Committee members of Formosa Plastics Corporation. According to the Securities and Exchange Act and the Company Act, we hereby submit this report. Please be advised accordingly.
Formosa Plastics Corporation Chairman of the Audit Committee: Chi-Lin, Wei
March 17, 2021
21
Ratification Items Proposal 1
Proposal: For approval of the 2020 Business Report and Financial Statements as required by the Company Act.
Proposed by the Board of Directors
Explanation:
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1.The preparation of the Company’s 2020 Consolidated and Individual Financial Statements were completed. The aforementioned Financial Statement were reviewed by the Audit Committee and approved by the Board Meeting on March 17, 2021, and audited by independent auditors, Mr. Astor Kou and Mr. Winston Yu, of KPMG. The aforesaid Financial Statements together with the Business Report were reviewed by the Audit Committee, which the Audit Committee’ Review Report is presented.
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2.For the aforementioned Business Report, please refer to page 6 through page 20 of the Meeting Handbook. As for the Financial Statements, please refer to page 41 through page 48 of the Handbook. Please approve the Business Report and the Financial Statements.
Resolution:
22
Ratification Items Proposal 2
Proposal: For approval of the proposal for distribution of 2020 Profits as required by the Company Act.
Proposed by the Board of Directors
Attachment:
Please refer to page 49 of the Handbook for the Statement of Profits Distribution, which has been reviewed by the Audit Committee members of Formosa Plastics Corporation and approved by the Board of Directors on March 17, 2021.
Resolution:
23
Discussion Items (I) Proposal 1
Proposal: Amendment to the Rules for Election of Directors of the Company. Please discuss and resolve.
Proposed by the Board of Directors Explanation: To refer to the sample template announced in the order Tai-Cheng-Chih-Li-Zi No. 1090009468 dated June 3, 2020 by the Taiwan Stock Exchange Corporation, certain articles of the Rules for Election of Directors provided by the Company have been amended. The comparison table for articles before and after amendment is hereby attached. Please determine whether the amendments are reasonable.
| Article | Current Article |
Amended Article | Reason for Amendment |
|---|---|---|---|
| Article 5 |
(above 3 paragraph omitted) When providing a recommended slate of director candidates, a shareholder or the Board of Directors shallinclude in the documentation attached theretoeach nominee's name, educational background, work experience, a written undertaking indicating the nominee's consent to serve as a director if elected as such, a written statement that none of the circumstances in Article 30 of the Company Act exists, and other relevant documentary proof. |
(above 3 paragraph omitted) When providing a recommended slate of director candidates, a shareholder or the Board of Directors shall describeeach nominee's name, educational background, andwork experience. |
Amended in accordance with Article 192-1 of the Company Act. |
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| The Board of Directors, or other person having the authority to call a shareholders' meeting, shall review the qualifications of each director nominee;except under any of the following circumstances, all qualified nominees shall be included in the slate of director candidates: 1. Where the nominating shareholder submits the nomination at a time not within the published period for receiving nominations. 2. Where the shareholding of the nominating shareholder is less than one percent at the time of book closure by the Company under Article 165, paragraph 2 or 3 of the Company Act. 3. Where the number of nominees exceeds the number of directors to be elected. 4.Where the relevant documentary proof required under the |
The Board of Directors, or other person having the authority to call a shareholders' meeting, except under any of the following circumstances, shall include all qualified |
The Board of Directors, or other person having the authority to call a shareholders' meeting, except under any of the following circumstances, shall include all qualified |
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|---|---|---|---|---|
nominees in the slate of director candidates: 1. Where the nominating shareholder submits the nomination at a time not within the published period for receiving nominations. 2. Where the shareholding of the nominating shareholder is less than one percent at the time of book closure by the Company under Article 165, paragraph 2 or 3 of the Company Act. 3. Where the number of nominees exceeds the number of directors to be elected. 4.Where the nominating shareholder fails to describe the nominee's |
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1. 2. 3. 4. |
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25
| preceding paragraph is not attached. |
name, educational background, and work experience. |
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|---|---|---|---|---|---|
| Article 6 |
The Board of Directors shall prepare ballots and distribute one ballot per voter corresponding to his/her attendance card number. The numbers of ballots distributed to the voters shall be equal to the directors to be elected. As for the number of voting rights associated with each ballot shall be specified on the ballots. |
The Board of Directors or other person having the authority to call a shareholders'meeting shall prepare ballots and distribute one ballot per voter corresponding to his/her attendance card number. The numbers of ballots distributed to the voters shall be equal to the directors to be elected. As for the number of voting rights associated with each ballot shall be specified on the ballots. |
The Company Act amendment stipulates a shareholders' meeting need not be convened by the Board of Directors. Therefore, ballots may be prepared by other person having the authority to call a shareholders' meeting. |
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| Article 7 |
If a candidate is a shareholder,a voter must fillthe candidate's accountnameand shareholder account numberin the "candidate" column of the ballot; If a candidate is a non-shareholder, the voter shall fill the candidate's full name and identity card number. |
A voter must fill the directorcandidate's full name in the "candidate" column of the ballot based on the director candidate list. |
Because the Company adopts the candidates nomination system, the Rules for Election of Directors of the Company is amended. |
26
| Article 8 |
A ballot shall be deemed void under the following conditions: 1.The ballot was not prepared as Article 6 stated; or 2.The ballot has more than one candidate’s name filled; or 3.Other words or marks are filled in addition to the information Article 7 stated; or 4.A ballot was not filled, or not completely filled, in compliance with the requirement set forth in Article 7; or 5.The writing is unclear and indecipherable; or 6.The candidate whose name is filled in the ballot is a shareholder, but the candidate's account name and shareholder account number do not conform with those given in the shareholder register, or the candidate whose name is filled in the ballot is a non-shareholder, and a cross-check shows that |
A ballot shall be deemed void under the following conditions: 1.The ballot was not prepared as Article 6 stated; or 2.The ballot has more than one candidate’s name filled; or 3.Other words or marks are filled in addition to the information Article 7 stated; or 4.A ballot was not filled, or not completely filled, in compliance with the requirement set forth in Article 7; or 5.The writing is unclear and indecipherable; or 6.The candidate whose name is filled in the ballot is a shareholder, but the candidate's account name and shareholder account number do not conform with those given in the shareholder register, or the candidate whose name is filled in the ballot is a non-shareholder, and a cross-check shows that |
A ballot shall be deemed void under the following conditions: 1. The ballot was not prepared as Article 6 stated; or 2. The ballot has more than one candidate’s name filled; or. 3. Other words or marks are filled in addition to the information Article 7 stated; or 4. The candidate’s full name filled in the ballot does not conform to the director candidate list after verification; or 5. The writing is unclear and indecipherable. |
A ballot shall be deemed void under the following conditions: 1. The ballot was not prepared as Article 6 stated; or 2. The ballot has more than one candidate’s name filled; or. 3. Other words or marks are filled in addition to the information Article 7 stated; or 4. The candidate’s full name filled in the ballot does not conform to the director candidate list after verification; or 5. The writing is unclear and indecipherable. |
Because the Company adopts the candidates nomination system, the Rules for Election of Directors of the Company is amended. |
|---|---|---|---|---|---|
| candidate list after verification; or The writing is unclear and indecipherable. |
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the candidate whose name is filled in the ballot is a non-shareholder, and a |
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cross-check shows that |
27
the candidate's name and identity card number do not match.
Resolution:
28
Discussion Items (I) Proposal 2
Proposal: Amendment to the Rules of Procedure for Shareholders’ Meetings of the Company. Please discuss and resolve.
Proposed by the Board of Directors Explanation: To refer to the sample template announced in the order Tai-Cheng-Chih-Li-Zi No. 1090009468 dated Jane 3, 2020 and Tai-Cheng-Chih-Li-Zi No. 1100001446 dated January 28, 2021 by the Taiwan Stock Exchange Corporation, certain articles of the Rules of Procedure for Shareholders’ Meetings provided by the Company have been amended. The comparison table for articles before and after amendment is hereby attached. Please determine whether the amendments are reasonable.
| Article | Current Article |
Amended Article | Reason for Amendment |
|
|---|---|---|---|---|
| Article 3 |
(above 4 paragraph omitted) Election or dismissal of directors, amendments to the Articles of Incorporation, capital reduction, application to be delisted from public offering, lifting of non-competition restriction of directors, capital increase by retained earnings, capital increase by capital reserve, dissolution, merger, or demerger of the corporation, or any matter under Paragraph 1 of Article 185 of the Company Act shall be set out in the notice of the |
(above 4 paragraph omitted) Election or dismissal of directors, amendments to the Articles of Incorporation, capital reduction, application to be delisted from public offering, lifting of non-competition restriction of directors, capital increase by retained earnings, capital increase by capital reserve, dissolution, merger, or demerger of the corporation, or any matter under Paragraph 1 of Article 185 of the Company Act,Articles 26-1 and 43-6 of the |
1. Amended in accordance with the order Tai-Cheng- Chih-Li-Zi No. 1090009468 dated Jane 3, 2020 and the order Tai-Cheng- Chih-Li-Zi No. 1100001446 dated January 28, 2021 by the Taiwan Stock |
29
reasons for convening the Securities Exchange Act, - - shareholders’ meeting. Articles 56 1 and 60 2 of None of the above matters the Regulations may be raised by an Governing the Offering extraordinary motion. The and Issuance of Securities content of such matters by Securities Issuers shall shall be uploaded to a be set out in the notice of website designated by the the reasons for convening competent authority or the the shareholders’ meeting. Company, and the website None of the above matters shall be specified on the may be raised by an meeting notice. extraordinary motion. Where the meeting Where the meeting agenda has specified agenda has specified general re-elections of the general re-elections of the directors and the terms of directors and the terms of the directors’ office, the the directors’ office, the terms of office of the terms of office of the directors shall not be directors shall not be altered by raising an altered by raising an extraordinary motion or extraordinary motion or any other method upon any other method upon the completion of the the completion of the general elections at the general elections at the shareholders’ meeting. shareholders’ meeting. A shareholder holding 1 A shareholder holding 1 percent or more of the percent or more of the total number of issued total number of issued shares may submit to the shares may submit to the Company a proposal for Company a proposal for discussion at an annual discussion at an annual shareholders’ meeting. shareholders’ meeting. Such proposals, however, Such proposals, however, are limited to one item are limited to one item only, and no proposal only, and no proposal containin more than one containin more than one g g
Exchange Corporation. 2. Amended in accordance with Article 172-1 Item 5 of the Company Act and the order Jing-Shang -Zi No. 0700105410 by the Ministry of Economic Affairs.
30
| item will be included in the Meeting Agenda. However, when a shareholder’s proposal contains suggestions or recommendations for the Company to enhance the public interest or facilitate |
item will be included in the Meeting Agenda. In addition, when the circumstances of any subparagraph of paragraph 4 of Article 172-1 of the Company Act apply to a proposal put forward by a shareholder, the Board of Directors may exclude it from the Agenda. A shareholder may propose a recommendation for urging the corporation to promote public interests or fulfill social responsibilities, and the providing procedure shall |
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|---|---|---|---|
the Company to fulfill its corporate social responsibility, the Board of Directors may include such proposal into the agenda.In addition, when the circumstances of any subparagraph of paragraph 4 of Article 172-1 of the Company Act apply to a proposal put forward by a shareholder, the Board of Directors may exclude it from the Agenda. (below omitted) |
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be in accordance with Article 172-1 of the Company Act. (below omitted) |
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| Article 9 |
Quorum at shareholders’ meetings shall be calculated based on numbers of shares. The quorum shall be calculated according to the shares indicated by the sign-in cards handed in plus the number of shares whose voting rights are exercised in writing or by wayof electronic |
Quorum at shareholders’ meetings shall be calculated based on numbers of shares. The quorum shall be calculated according to the shares indicated by the sign-in cards handed in plus the number of shares whose voting rights are exercised in writing or by wayof electronic |
Amended in accordance with the order Tai-Cheng-C hih-Li-Zi No. 1100001446 dated January 28, 2021 by the Taiwan Stock Exchange Corporation. |
31
| transmission. The Chair shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the Chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the Chair shall declare the meeting adjourned. (below omitted) |
transmission. The Chair shall call the meeting to order at the appointed meeting time, and meanwhile shall announce the related information about the total number of shares held by shareholders having no voting right and |
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|---|---|---|---|
the total number of shares |
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| represented by the shareholders present at the |
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meeting. However, when the attending shareholders do not represent a majority of the total number of issued shares, the Chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the Chair shall declare the meeting adjourned. (below omitted) |
32
| Article 14 |
The election of directors at a shareholders’ meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected. (below omitted) |
The election of directors at a shareholders’ meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected and not electedas directors, and the numbers of votes with which they were electedand not elected. (below omitted) |
Amended in accordance with the order Tai-Cheng-C hih-Li-Zi No. 1100001446 dated January 28, 2021 by the Taiwan Stock Exchange Corporation. |
|---|---|---|---|
Resolution:
33
Election Items
Proposal: The Company’s Directors have their tenure expired. Please elect the Board of Directors to conform to the applicable laws. Proposed by the Board of Directors
Explanation:
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The Company’s current directors were elected in the Annual Shareholders’ Meeting on June 20, 2018 and have their tenure expired on June 19, 2021. To conform to the applicable Rule, the Company shall elect 15 directors (including 4 independent directors) using the cumulative voting system. The tenure of new session of Directors (including independent directors) shall be three years, starting June 23, 2021 until June 22, 2024.
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The election of Directors (including independent directors) shall adopt the candidate nomination system in accordance with Article 192-1 of the Company Act and the Article 20 of the Company's Articles of Incorporation. The shareholders with over 1% shareholding of the Company nominated 15 Directors Candidates (including independent directors) on April 26, 2021. The related information of the 11 Director Candidates is shown below:
| below: | |||
|---|---|---|---|
| Name | Education | Major Experience | Shareholding (Share) |
| Jason Lin | Master of Science in Environmental Sciences, Wageningen Agricultural University |
Current Appointment: Chairman and President of FPC President of FPC-USA Experiences: President of FPC |
0 |
34
| Name | Education | Major Experience | Shareholding (Share) |
|---|---|---|---|
| William Wong Representative of Formosa Chemicals & Fibre Corporation |
Master of Industrial Engineering, University of Houston |
Current Appointment: Chairman of Chinese National Federation of Industries Chairman of Taiwan Textile Federation Chairman of FCFC Chairman of Formosa Taffeta Co., Ltd. Chairman of Formosa Advanced Technology Co., Ltd. Experiences: President of FCFC |
486,978,693 |
| Susan Wang Representative of Nanya Plastics Corporation |
Barnard College, U.S. |
Current Appointment: Managing Director of FPCC Director of Nanya Technology Corp. Director of Formosa Sumco Technology Corp. Experiences: Executive Vice President of FPC-USA |
294,793,105 |
| Wilfred Wang Representative of Formosa Petrochemical Corporation |
BA of Mechanical Engineering, University of London |
Current Appointment: Managing Director of FCFC Managing Director of Nanya Plastics Corp. Managing Director of FPCC Experiences: Chairman of FPCC |
131,460,365 |
35
| Name | Education | Major Experience | Shareholding (Share) |
|---|---|---|---|
| C. T. Lee | BA of Chemical Engineering, National Cheng Kung University |
Current Appointment: Chairman of FPC-USA Experiences: Chairman of FPC |
1,846,541 |
| Cher Wang | BA of Economics, University of California, Berkeley |
Current Appointment: Chairman of HTC Experiences: Chairman of VIA Technologies,INC. |
7,369,380 |
| Ralph Ho | BA of Industrial Administration, University of San Francisco |
Current Appointment: Chairman of Y F Chemical Corp. Experiences: Chairman of Y F Baxter International Corp. |
27,824,363 |
| K. H. Wu | BA of Mechanical Engineering, Chung Yuan Christian University |
Current Appointment: Consultant of Formosa Heavy Industries Corp. Experiences: President of Formosa Heavy Industries Corp. |
134,537 |
| Sang-Chi Lin | BA of Electrical Engineering, Ming Chi Institute of Technology |
Current Appointment: Chairman of Formosa Plastics Construction Corp. Experiences: Assistant Manager of Nanya Plastics Corp. |
0 |
36
| Name | Education | Major Experience | Shareholding (Share) |
|---|---|---|---|
| Jerry Lin | BA of Business Administration, National Chengchi University |
Current Appointment: Senior Vice President of FPC Experiences: Vice President of FPC |
0 |
| Cheng-Chung Cheng |
BA of Chemistry, National Chung Hsing University |
Current Appointment: Consultant of FPC Experiences: Senior Vice President of FPC |
0 |
The related information of the 4 Independent Director Candidates is shown below:
| Name | Education | Major Experience | Shareholding (Share) |
|---|---|---|---|
| C. L. Wei | Ph.D. of Economic, Paris of University |
Current Appointment: Chairman of Waterland Financial Holdings Co., Ltd. Experiences: Chairman of Land Bank of Taiwan |
0 |
| C. J. Wu | Ph.D. of Education, National Taiwan Normal University |
Current Appointment: President of Taiwan University of Education Experiences: Minister of Ministry of Education |
0 |
| Yen-Shiang Shih | Ph.D. of Massachusetts Institute of Technology |
Current Appointment: Chair Professor of Chung Yuan Christian University Chairman of Sustainable and Circular Economy Development |
0 |
37
| Association. Experiences: Minister and Vice Minister of Ministry of Economic Affairs Chairman of Chinese Petroleum Corporation |
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|---|---|---|---|
| Wen-Chyi Ong | Master of Investment and Financial Risk Management, City, University of London |
Current Appointment: Professor of National ChengChi University Experiences: Chairman of SinoPac Financial Holdings Company Limited Chairman of Chunghwa Post Co., Ltd. |
0 |
Resolution:
38
Discussion Items (II) Proposal 1
Proposal: Appropriateness of releasing the newly elected Directors and the juristic person shareholder which appointed their authorized representatives to be elected as directors, from non-competition restrictions. Please discuss and resolve.
Proposed by the Board of Directors
Explanation:
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According to Article 209 of the Company Act, any Director conducting business for himself/herself or on another’s behalf, and the scope of which coincides with the Company’s business scope, shall explain at the Shareholders’ Meeting the essential contents of such conduct and obtain approval from shareholders in the Meeting.
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Meanwhile, according to Explanation Letter No.89206938, announced by the Ministry of Economic Affairs dated April 24, 2000, when the juristic person shareholder appoints its authorized representatives to be elected as directors according to Article 27-2 of the Company Act, both the juristic person shareholder and the authorized representatives shall be governed by the non-competition restrictions of Article 209 of the Company Act.
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The list of newly-elected Directors and the juristic person shareholder who appoints its authorized representatives to be elected as directors in annual Shareholders’ Meeting of 2021 as the same or similar duty in other companies within the scope of the Company's business is as follow. Based on the premise interest of the Company without impairment, it is proposed to release the Directors and juristic person shareholders which appoints its authorized representatives to be elected as directors after having assumed office from non-competition restrictions for approval following Article 209 of the Company Act.
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| Name | Concurrently Hold Position in Other Company |
|---|---|
| Jason Lin | Chairman of Formosa Daikin Advanced Chemicals Co., Ltd. Chairman of Formosa Tokuyama Advanced Chemicals Co., Ltd. Director and President of Formosa Plastics Corporation,U.S.A |
| William Wong Representative of Formosa Chemicals & Fibre Corporation |
Chairman of Formosa Chemicals & Fibre Corporation Managing Director of Nanya Plastics Corporation Managing Director of Formosa Petrochemical Corporation Managing Director of Formosa Idemitsu Petrochemical Corporation Director of Formosa Ineos Chemicals Corporation Director of Formosa Daikin Advanced Chemicals Co., Ltd. Director of Formosa Tokuyama Advanced Chemicals Co., Ltd. Director of Formosa Plastics Corporation,U.S.A |
| Susan Wang Representative of Nanya Plastics Corporation |
Managing Director of Formosa Petrochemical Corporation Director of Formosa Plastics Corporation,U.S.A |
| Wilfred Wang Representative of Formosa Petrochemical Corporation |
Managing Director of Nanya Plastics Corporation Managing Director of Formosa Chemicals & Fibre Corporation Managing Director of Formosa Petrochemical Corporation |
| C. T. Lee | Chairman of Formosa Plastics Corporation, U.S.A |
Resolution:
40
6
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) FORMOSA PLASTICS CORPORATION AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Common Share)
| 4000 (Notes 6(r) and 7) 5000 (Notes 6(e)(g)(h)(n)(s) and 7) Gross profit Operating expenses (Notes 6(c)(g)(h)(n)(s) and 7): 6100 6200 6300 6450 Total operating expenses Operating income Non-operating income and expenses (Notes 6(f)(g)(h)(m)(t) and 7): 7100 7010 7020 7050 7060 Total non-operating income and expenses Profit from continuing operations before tax 9300 Less: Income tax expenses (Note 6(o)) Profit 8300 Other comprehensive income (loss): (Note 6(n)(o)(p)) 8310 Components of other comprehensive income (loss) that will not be reclassified to profit or loss 8311 Losses on remeasurements of defined benefit plans 8316 Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income(loss) 8320 Share of other comprehensive income of associates and joint ventures accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss 8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss 8360 Components of other comprehensive income (loss) that will be reclassified to profit or loss 8361 Exchange differences on translation of foreign financial statements 8370 Share of other comprehensive income of associates and joint ventures accounted for using equity method, components of other comprehensive income that will be reclassified to profit or loss 8399 Income tax related to components of other comprehensive income that will be reclassified to profit or loss Components of other comprehensive income that will be reclassified to profit or loss 8300 Other comprehensive income (loss) 8500 Total comprehensive income (loss) Basic earnings per share (Note 6(q)) |
2020 |
|---|---|
See accompanying notes to consolidated financial statements.
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5
(English Translation of Financial Statements and Report Originally Issued in Chinese) FORMOSA PLASTICS CORPORATION
Statements of Comprehensive Income
For the years ended December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars , Except for Earnings Per Common Share)
| 4000 Operating revenue (Notes 6(r) and 7) 5000 Operating costs (Notes 6(e)(g)(h)(n)(s) and 7) Gross profit 5920 Add: Realized profit (loss) on from sales Gross profit from operations Operating expenses (Notes 6(c)(g)(h)(n)(s) and 7): 6100 Selling expenses 6200 Administrative expenses 6300 Research and development expenses 6450 Expected credit gain Total operating expenses Operating income Non-operating income and expenses (Notes 6(f)(n)(t) and 7): 7100 Total interest income 7010 Other income 7020 Other gains and losses 7050 Finance costs 7070 Share of profit of associates and joint ventures accounted for using equity method, net Total non-operating income and expenses Profit from continuing operations before tax 6400 Less: Income tax expenses (Note 6(o)) Profit 8300 Other comprehensive income (loss) (Note (n)(o)(p)): 8310 Components of other comprehensive income (loss) that will not be reclassified to profit or loss 8311 Losses on remeasurements of defined benefit plans 8316 Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income 8330 Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss 8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss 8360 Components of other comprehensive income (loss) that will be reclassified to profit or loss 8361 Exchange differences on translation of foreign financial statements 8380 Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for using equity method, components of other comprehensive income that will be reclassified to profit or loss 8399 Income tax related to components of other comprehensive income that will be reclassified to profit or loss Components of other comprehensive income that will be reclassified to profit or loss 8300 Other comprehensive income (loss) Total comprehensive income (loss) 9710 Basic earnings per share -before income tax (Note 6(q)) |
2020 |
|---|---|
See accompanying notes to financial statements.
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| (English Translation of Consolidated Financial Statements Originally Issued in Chinese) | FORMOSA PLASTICS CORPORATION AND SUBSIDIARIES | Consolidated Balance Sheets | December 31, 2020 and 2019 | (Expressed in Thousands of New Taiwan Dollars) | December 31, 2020 December 31, 2019 |
December 31, 2020 December 31, 2019 |
Amount % Amount % Liabilities and Equity |
Current liabilities: | 14,145,110 3 18,165,952 4 2100 (Notes 6(i)) |
3,888,883 1 4,044,356 1 2110 (Note 6(j)) |
102,218,948 21 102,342,079 20 2170 |
2,148,261 1 2,584,690 - 2180 (Note 7) |
10,372,878 2 7,392,229 1 2200 |
3,439,213 1 3,562,016 1 2220 (Note 7) |
936,148 - 997,608 - 2280 (Note 6(m)) |
6,499,202 1 14,791,036 3 2321 (Note 6(l)) |
16,681,271 4 18,269,476 4 2322 (Notes 6(k) and 8) |
5,305,846 1 3,467,418 1 2399 (Note 7) |
5,305,846 1 3,467,418 1 2399 (Note 7) |
165,635,760 35 175,616,860 35 Total current liabilities |
Non-Current liabilities: | 18,647,715 4 21,408,559 4 2530 (Note 6(l)) |
193,979,093 40 202,446,613 41 2540 (Note 6(k) and 8) |
86,785,954 18 85,635,983 17 2570 (Note 6(o)) |
1,147,126 - 1,055,171 - 2580 (Note 6(m)) |
590,274 - 423,488 - 2622 (Note 7) |
2,859,857 1 2,871,940 1 2640 -non-current (Note 6(n)) |
2,859,857 1 2,871,940 1 2640 -non-current (Note 6(n)) |
9,634,644 2 7,629,345 2 2670 (Note 6(f)) |
9,634,644 2 7,629,345 2 2670 (Note 6(f)) |
313,644,663 65 321,471,099 65 Total non-current liabilities |
Total liabilities | Equity (Note 6(p)): | 3110 | 3200 | Retained earnings: | 3310 | 3320 | 3350 | Total retained earnings | 3400 | 3400 | 479,280,423 100 497,087,959 100 Total equity |
479,280,423 100 497,087,959 100 Total equity |
Total liabilities and equity |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| $ | $ |
==> picture [328 x 127] intentionally omitted <==
| December 31, 2020 December 31, 2019 |
Amount % Amount % |
$ 14,627,108 3 16,170,175 4 16,996,824 4 14,991,544 3 3,563,593 1 2,775,256 1 6,825,377 1 6,743,427 1 2,636,727 1 1,772,799 - 1,080,287 - 1,099,004 - 21,452 - 32,878 - 2,898,401 1 - - 2,000,000 - 3,488,889 1 10,073,563 2 9,681,968 2 60,723,332 13 56,755,940 12 38,012,054 8 32,564,312 7 - - 1,944,444 - 17,703,412 4 17,028,048 4 121,923 - 19,319 - 6,560,931 2 6,910,706 2 71,238 - 69,481 - 62,469,558 14 58,536,310 13 123,192,890 27 115,292,250 25 63,657,408 14 63,657,408 14 11,742,124 3 11,724,498 2 65,791,185 14 62,058,769 13 68,879,676 15 63,968,902 14 55,559,015 12 72,320,189 16 190,229,876 41 198,347,860 43 66,906,732 15 75,423,554 16 332,536,140 73 349,153,320 75 $ 455,729,030 100 464,445,570 100 |
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| (English Translation of Financial Statements and Report Originally Issued in Chinese) | FORMOSA PLASTICS CORPORATION | Balance Sheets | December 31, 2020 and 2019 | (Expressed in Thousands of New Taiwan Dollars) | December 31, 2020 December 31, 2019 |
December 31, 2020 December 31, 2019 |
Amount % Amount % Liabilities and Equity |
Amount % Amount % Liabilities and Equity |
Current liabilities: | $ 3,768,327 1 12,301,257 3 2100 Short-term borrowings (Notes 6(i)) |
3,888,883 1 4,044,356 1 2110 Short-term notes and bills payable (Note 6(j)) |
3,888,883 1 4,044,356 1 2110 Short-term notes and bills payable (Note 6(j)) |
102,218,948 22 102,342,079 22 2170 Accounts payable |
102,218,948 22 102,342,079 22 2170 Accounts payable |
2180 Accounts payable�related parties (Note 7) |
2180 Accounts payable�related parties (Note 7) |
7,398,424 2 4,931,809 1 2200 Other payables |
4,377,266 1 5,294,496 1 2220 Other payables�related parties (Note 7) |
909,517 - 970,934 - 2280 Current lease liabilities (Note 6(m)) |
7,355,148 2 15,903,748 3 2321 Current portion of bonds payable (Note 6(l)) |
9,730,081 2 10,682,599 2 2322 Current portion of long-term debts (Notes 6(k) and 8) |
3,154,905 1 2,344,034 1 2399 Other current liabilities |
3,154,905 1 2,344,034 1 2399 Other current liabilities |
142,801,499 32 158,815,312 34 Total current liabilities |
142,801,499 32 158,815,312 34 Total current liabilities |
Non-Current liabilities: | 18,539,632 4 9,924,415 2 2530 Bonds payable (Note 6(l)) |
244,629,349 54 249,152,130 54 2540 Long-term debts (Note 6(k) and 8) |
41,804,267 9 39,280,562 9 2570 Deferred tax liabilities (Note 6(o)) |
141,821 - 51,805 - 2580 Non-current lease liabilities (Notes 6(m)) |
124,762 - 124,762 - 2640 Net defined benefit liabilities (Note 6(n)) |
1,702,088 - 1,861,535 - 2670 Other non-current liabilities |
5,985,612 1 5,235,049 1 Total non-current liabilities |
312,927,531 68 305,630,258 66 Total liabilities |
Equity (Notes 6(p)): | 3110 Common stock |
3200 Capital surplus |
Retained earnings: | 3310 Legal reserve |
3320 Special reserve |
3350 Unappropriated retained earnings |
Total retained earnings | 3400 Other components of equity |
Total equity | $ 455,729,030 100 464,445,570 100 Total liabilities and equity |
$ 455,729,030 100 464,445,570 100 Total liabilities and equity |
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Assets | Current assets: | Cash and cash equivalents (Note 6(a)) | Current financial assets at fair value through profit or loss (note 6(b)) | Current financial assets at fair value through other comprehensive income | (Note 6(b)) | Notes and accounts receivable, net (Notes 6(c)) | Accounts receivable�related parties (Note 6(c) and 7) | Other receivables (Notes 6(d)) | Other receivables�related parties (Note 6(d) and 7) | Inventories (note 6(e)) | Other current assets | Total current assets | Non-current assets: | Financial assets at fair value through other comprehensive income-non- current (Note 6(b)) |
Investments accounted for using equity method (Note 6(f) and 7) | Property, plant and equipment (Notes 6(g), 7 and 8) | Right-of-use assets (Notes 6(h)) | Intangible assets | Deferred tax assets (Note 6(o)) | Other non-current assets (Notes 8) | Total non-current assets | Total assets | |||||||||||||||||||||||||
| 1100 | 1110 | 1120 | 1170 | 1180 | 1200 | 1210 | 130X | 1470 | 1510 | 1550 | 1600 | 1755 | 1780 | 1840 | 1900 |
44
| (English Translation of Consolidated Financial Statements Originally Issued in Chinese) FORMOSA PLASTICS CORPORATION AND SUBSIDIARIES Consolidated Statements of Changes in Equity For the years ended December 31, 2020 and 2019 (Expressed in Thousands of New Taiwan Dollars) Equity attributable to owners of parent Total other equity interest Share capital Retained earnings Ordinary shares Capital surplus Legal reserve Special reserve Unappropriate d retained earnings Exchange differences on translation of foreign financial statements Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income Gains (losses) on hedging instruments Total equity Balance at January 1, 2019 $ 63,657,408 11,713,842 57,103,815 58,778,533 82,499,843 (1,556,605) 83,389,928 (18,763) 355,568,001 Net Income for the period - - - - 37,324,162 - - - 37,324,162 Other comprehensive income (loss) for the period, net of income tax - - - - (377,598) (3,721,645) (2,688,903) 19,542 (6,768,604) Total comprehensive income (loss) for the period - - - - 36,946,564 (3,721,645) (2,688,903) 19,542 30,555,558 Appropriation and distribution of retained earnings: Legal reserve appropriated - - 4,954,954 - (4,954,954) - - - - Special reserve appropriated - - - 5,190,369 (5,190,369) - - - - Cash dividends of ordinary share - - - - (36,921,297) - - - (36,921,297) Changes in equity of associates and joint ventures accounted for using equity method - - - - (59,598) - - - (59,598) Other changes in capital surplus: Changes in equity of associates and joint ventures accounted for using equity method - 4,003 - - - - - - 4,003 Other changes in capital surplus - 6,653 - - - - - - 6,653 Balance at December 31, 2019 63,657,408 11,724,498 62,058,769 63,968,902 72,320,189 (5,278,250) 80,701,025 779 349,153,320 Net loss for the period - - - - 20,036,199 - - - 20,036,199 Other comprehensive income (loss) for the period, net of income tax - - - - (92,181) (4,324,810) (4,229,221) 37,209 (8,609,003) Total comprehensive income (loss) for the period - - - - 19,944,018 (4,324,810) (4,229,221) 37,209 11,427,196 Appropriation and distribution of retained earnings: Legal reserve appropriated - - 3,732,416 - (3,732,416) - - - - Special reserve appropriated - - - 4,910,774 (4,910,774) - - - - Cash dividends of ordinary share - - - - (28,009,259) - - - (28,009,259) Changes in equity of associates and joint ventures accounted for using equity method - - - - (52,743) - - - (52,743) Other changes in capital surplus: Changes in equity of associates and joint ventures accounted for using equity method - 5,407 - - - - - - 5,407 Other changes in capital surplus - 12,219 - - - - - - 12,219 Balance at December 31, 2020 $ 63,657,408 11,742,124 65,791,185 68,879,676 55,559,015 (9,603,060) 76,471,804 37,988 332,536,140 |
355,568,001 | 37,324,162 (6,768,604) |
30,555,558 | - - (36,921,297) (59,598) 4,003 6,653 |
349,153,320 20,036,199 (8,609,003) |
11,427,196 | - - (28,009,259) (52,743) 5,407 12,219 |
332,536,140 |
|---|---|---|---|---|---|---|---|---|
45
| Total equity | 355,568,001 | 37,324,162 | (6,768,604) | 30,555,558 | - | - | (36,921,297) | (59,598) | 4,003 | 6,653 | 349,153,320 | 20,036,199 | (8,609,003) | 11,427,196 | - | - | (28,009,259) | (52,743) | 5,407 | 12,219 | 332,536,140 | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese) | FORMOSA PLASTICS CORPORATION | Statements of Changes in Equity | For the years ended December 31, 2020 and 2019 | (Expressed in Thousands of New Taiwan Dollars) | Total other equity interest | Share capital Retained earnings Unrealized |
gains (losses) | from financial | Exchange assets measured |
differences on at fair value |
Unappropriated translation of through other Gains (losses) |
Ordinary retained foreign financial comprehensive on hedging |
shares Capital surplus Legal reserve Special reserve earnings statements income instruments |
Balance at January 1, 2019 $ 63,657,408 11,713,842 57,103,815 58,778,533 82,499,843 (1,556,605) 83,389,928 (18,763) |
Net Income for the period - - - - 37,324,162 - - - |
Other comprehensive income (loss) for the period - - - - (377,598) (3,721,645) (2,688,903) 19,542 |
Total comprehensive income (loss) for the period - - - - 36,946,564 (3,721,645) (2,688,903) 19,542 |
Appropriation and distribution of retained earnings: | Legal reserve appropriated - - 4,954,954 - (4,954,954) - - - |
Special reserve appropriated - - - 5,190,369 (5,190,369) - - - |
Cash dividends of ordinary share - - - - (36,921,297) - - - |
Changes in equity of associates and joint ventures accounted - - - - (59,598) - - - |
Other changes in capital surplus: | Changes in equity of associates and joint ventures accounted for using equity method - 4,003 - - - - - - |
Other changes in capital surplus - 6,653 - - - - - - |
Balance at December 31, 2019 63,657,408 11,724,498 62,058,769 63,968,902 72,320,189 (5,278,250) 80,701,025 779 |
Net Income for the period - - - - 20,036,199 - - - |
Other comprehensive income (loss) for the period - - - - (92,181) (4,324,810) (4,229,221) 37,209 |
Total comprehensive income (loss) for the period - - - - 19,944,018 (4,324,810) (4,229,221) 37,209 |
Appropriation and distribution of retained earnings: | Legal reserve appropriated - - 3,732,416 - (3,732,416) - - - |
Special reserve appropriated - - - 4,910,774 (4,910,774) - - - |
Cash dividends of ordinary share - - - - (28,009,259) - - - |
Changes in equity of associates and joint ventures accounted - - - - (52,743) - - - |
Other changes in capital surplus: | Changes in equity of associates and joint ventures accounted for using equity method - 5,407 - - - - - - |
Other changes in capital surplus - 12,219 - - - - - - |
Balance at December 31, 2020 $ 63,657,408 11,742,124 65,791,185 68,879,676 55,559,015 (9,603,060) 76,471,804 37,988 |
46
8
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) FORMOSA PLASTICS CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the years ended December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars)
| Cash flows from operating activities: Income before income tax Adjustments: Adjustments to reconcile profit (loss): Depreciation expense Amortization expense Expected credit gain Net gain (loss) on financial assets or liabilities at fair value through profit Interest expense Interest income Dividend income Share of profit of associates and joint ventures accounted for using equity method Gain on disposal of property, plant and equipment Gain on disposal of right-of-use assets Unrealized foreign exchange (gain) loss Total adjustments to reconcile loss (profit) Changes in operating assets and liabilities: Changes in operating assets: Notes receivable Accounts receivable Accounts receivable due from related parties Other receivables Other receivables due from related parties Inventories Other current assets Total changes in operating assets Changes in operating liabilities: Accounts payable Accounts payable to related parties Other payables Other payables to related parties Other current liabilities Net defined benefit liability Total changes in operating liabilities Total changes in operating assets and liabilities Total adjustments Cash inflow generated from operations Interest received Dividends received Interest paid Income taxes paid Net cash flows from operating activities Cash flows from (used in) investing activities: Acquisition of financial assets at fair value through other comprehensive income Proceeds from capital reduction of financial assets at fair value through other comprehensive income Acquisition of investments accounted for using equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of intangible assets Decrease in other receivables due from related parties Acquisition of right-of-use assets Proceeds from disposal of right-of-use assets Increase in other non-current assets Net cash flows used in investing activities Cash flows from (used in) financing activities: Increase in short-term borrowings Decrease in short-term borrowings Increase in short-term notes and bills payable Proceeds from issuing bonds Repayments of bonds Proceeds from long-term debt Repayments of long-term debt (Decrease) Increase in due to related parties (recognized as other payables�related parties) Payment of lease liabilities Decrease in other non-current liabilities Cash dividends paid Net cash flows used in financing activities Effect of exchange rate changes on cash and cash equivalents Net decrease in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period |
2020 $ 24,166,667 7,210,271 791,281 (1,565) 155,473 1,206,988 (374,256) (3,358,166) (5,212,882) (8,803) - (45,042) 363,299 436,428 (2,934,044) 122,804 108,293 (204,072) 1,348,028 (1,837,435) (2,959,998) 1,797,199 255,174 198,260 (553,117) (5,236) (408,019) 1,284,261 (1,675,737) (1,312,438) 22,854,229 367,388 11,694,866 (1,201,708) (2,270,322) 31,444,453 - 12,500 (625,000) (8,883,039) 19,808 (214,341) 8,499,835 - - (2,725,618) (3,915,855) 333,456,117 (338,190,057) 2,000,000 8,350,000 - 1,536,598 (4,592,694) (6,978,720) (37,891) (98,896) (28,012,404) (32,567,947) 1,018,507 (4,020,842) 18,165,952 $ 14,145,110 |
2019 42,219,152 |
|
|---|---|---|---|
| 6,909,994 481,013 (1,567) (27,107) 1,359,114 (623,668) (8,186,145) (14,734,118) (31,109) (12,834) 1,755,009 |
|||
| (13,111,418) | |||
| (152,244) 1,938,516 733,575 371,720 (391,997) 2,444,492 127,399 |
|||
| 5,071,461 | |||
| (91,835) (1,165,761) (560,817) 806,845 (608,817) (542,266) |
|||
| (2,162,651) | |||
| 2,908,810 | |||
| (10,202,608) | |||
| 32,016,544 635,930 22,475,201 (1,363,206) (7,184,041) |
|||
| 46,580,428 | |||
| (229,555) - (1,951,323) (17,293,279) 44,773 (52,559) 2,293,804 (684,825) 13,630 (2,657,326) |
|||
| (20,516,660) | |||
| 341,549,459 (341,928,883) 3,000,000 - (4,600,000) 2,300,000 (6,491,026) 11,663,632 (32,421) (78,446) (36,927,613) |
|||
| (31,545,298) | |||
| 336,710 | |||
| (5,144,820) 23,310,772 |
|||
| 18,165,952 |
See accompanying notes to consolidated financial statements.
47
7
(English Translation of and Report Originally Issued in Chinese) FORMOSA PLASTICS CORPORATION
Statements of Cash Flows
For the years ended December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars)
| Cash flows from operating activities: Income before income tax Adjustments: Adjustments to reconcile profit (loss): Depreciation expense Amortization expense Expected credit gain Interest expense Net loss(gain) on financial assets at fair value through profit Interest income Dividend income Share of profit of associates and joint ventures accounted for using equity method Gain on disposal of property, plant and equipment Realized loss (profit) on from sales Unrealized foreign exchange gain Total adjustments to reconcile profit Changes in operating assets and liabilities: Changes in operating assets: Notes and accounts receivable Accounts receivable due from related parties Other receivable Other receivable due from related parties Inventories Other current assets Total changes in operating assets Changes in operating liabilities: Accounts payable Accounts payable to related parties Other payable Other payable to related parties Other current liabilities Net defined benefit liability Total changes in operating liabilities Total changes in operating assets and liabilities Total adjustments Cash inflow generated from operations Interest received Dividends received Interest paid Income taxes paid Net cash flows from operating activities Cash flows (used in) from investing activities: Acquisition of financial assets at fair value through other comprehensive income Proceeds from capital reduction of financial assets at fair value through other comprehensive income Liquidation of investments accounted for using equity method Acquisition of investments accounted for using equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of intangible assets Decrease in other receivables due from related parties Increase in other non-current assets Net cash flows used in investing activities Cash flows from (used in) financing activities: Increase in short-term borrowings Decrease in short-term borrowings Increase in short-term notes and bills payable Proceeds from issuing bonds Repayments of bonds Proceeds from long-term debt Repayments of long-term debt Decrease in lease payable Decrease in other non-current liabilities Cash dividends paid Net cash flows used in financing activities Effect of exchange rate changes on cash and cash equivalents Net (decrease) increase in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period |
2020 $ 23,278,277 3,584,577 245,891 (1,687) 788,782 155,473 (229,622) (3,358,166) (6,869,606) (13,514) 59,955 (110,138) (5,748,055) (2,419,886) 917,230 90,816 (83,637) 712,341 (809,880) (1,593,016) 779,444 81,950 (4,104) (18,717) 364,670 (408,019) 795,224 (797,792) (6,545,847) 16,732,430 251,751 11,694,866 (756,578) (1,634,922) 26,287,547 - 12,500 236 (14,041,020) (5,835,240) 19,702 (2,000) 8,632,355 (985,255) (12,198,722) 326,554,054 (328,097,145) 2,000,000 8,350,000 - - (3,433,333) (37,891) (11,298) (28,012,404) (22,688,017) 66,262 (8,532,930) 12,301,257 $ 3,768,327 |
2019 41,792,121 |
|
|---|---|---|---|
| 3,909,081 133,555 (1,567) 931,962 (27,107) (519,376) (8,186,145) (16,390,959) (31,614) (42,800) (281,878) |
|||
| (20,506,848) | |||
| 2,140,592 514,635 393,102 180,510 3,471,424 (320,824) |
|||
| 6,379,439 | |||
| (96,315) (1,204,191) (398,575) (68,099) (1,201,193) (542,266) |
|||
| (3,510,639) | |||
| 2,868,800 | |||
| (17,638,048) | |||
| 24,154,073 536,374 22,475,202 (952,564) (6,253,106) |
|||
| 39,959,979 | |||
| (229,555) - - (5,044,323) (4,899,716) 44,769 - 2,150,603 (487,361) |
|||
| (8,465,583) | |||
| 333,165,116 (331,348,845) 3,000,000 - (4,600,000) 2,300,000 (3,788,889) (32,421) (89,518) (36,927,613) |
|||
| (38,322,170) | |||
| 187,396 | |||
| (6,640,378) 18,941,635 |
|||
| 12,301,257 |
See accompanying notes to financial statements.
48
Formosa Plastics Corporation Statement of Profits Distribution For the year of 2020
Unit : NT$
| Unit:NT$ | ||
|---|---|---|
| Items | Amount | |
| Available for Distribution: 1.Unappropriated retained earnings of previous years 2.Net profit after tax of current year 3.Other profit items adjusted to the current year’s undistributed earnings other than after-tax net income for the period Total Distribution Items: 1.Appropriation of legal reserve 2.Appropriation of special reserve 3.Distribution of dividends and bonus in cash ( $2.4 per share) 4.Unappropriated retained earnings carried forward to next year Total |
35,668,118,388 20,036,199,064 -144,923,445 |
|
| 55,559,394,007 | ||
| 1,989,127,562 2,472,591,116 15,277,777,874 35,819,897,455 |
||
| 55,559,394,007 | ||
| Explanation | 1.The Company plans to distribute dividends of $2.4 per share for current year (among which, $1.2 per share will be distributed as dividends and $1.2 per share will be distributed as bonus); all of which are cash dividends. 2. The Company distributes dividends and bonus for a total of $15,277,777,874; all of which are from net profit after tax of 2020. 3. Other comprehensive income transferred to unappropriated earnings of current year is due to a re-measurement of the actuarial pension adjustment 4. While the distribution of cash dividends to each individual shareholder is less than 1 dollar, the distribution will be rounded to the nearest dollar. |
49
4
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KPMG
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Telephone �� + 886 2 8101 6666 Fax �� + 886 2 8101 6667 Internet �� home.kpmg/tw
Independent Auditors’ Report
To the Board of Directors of Formosa Plastics Corporation:
Opinion
We have audited the consolidated financial statements of Formosa Plastics Corporation (the "Company") and its subsidiaries (together referred to as the "Group"), which comprise the consolidated statements of financial position as of December 31, 2020 and 2019, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, based on our audits and the reports of other auditors, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2020 and 2019, and its consolidated financial performance and its consolidated cash flows for the years ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“ IASs” ), Interpretations developed by the International Financial Reporting Interpretations Committee (“IFRIC”) or the former Standing Interpretations Committee (“SIC”) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audit of the consolidated financial statements as of and for the year ended December 31, 2020 in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants, and the auditing standards generally accepted in the Republic of China. Furthermore, we conducted our audit of the Consolidated financial statements as of and for the year ended December 31, 2019 in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants, Rule No. 1090360805 issued by the Financial Supervisory Commission, and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China (“the Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
1. Revenue Recognition
As the control of products transfers at different points in time, it exposes the risk wherein revenue may not be recognized within the proper period. For this reason, revenue recognition is considered to be one of our key audit matters. The accounting policies and the related information for the revenue recognition were discussed in Notes 4(o) and 6(r) to the consolidated financial statements.
��������������������������������������������������������������������������������������������������
������������������������������������������������������������������������������������������������ 50
4-1
The principal audit procedures we have performed to address the aforementioned key audit matter included assessing the rationality of accounting treatment for revenue recognition; vouching the original sales documents according to the transactions with the customers during a selected period of time before and after the balance sheet date to evaluate whether the revenue is recorded appropriately.
2. Valuation of Inventories
The Group measured the cost and net realizable value of inventory and recognized the loss on the balance sheet date according to IAS 2 (including loss on obsolescence of inventories); However, to determine whether or not the loss of inventories should be recognized depends on the subjective judgment of the management. For this reason, the valuation of inventories is considered to be one of the key audit matters. The accounting policies and the related information for the valuation of inventories were discussed in Notes 4(h), 5 and 6(e) to the consolidated financial statements.
The principal audit procedures we have performed to address the aforementioned key audit matter included assessing the appropriateness of the policy on inventory valuation and slack loss recognition; ensuring whether the process of inventory valuation is in conformity with the accounting policies, confirming the sales price adopted by the management and the changes in the market price of inventory in the period after the balance sheet date; and sampling procedures to assess the reasonableness of the net realizable value of inventory.
Other Matter
We did not audit the financial statements of certain investee companies under the equity method and the relevant information on the reinvestment business in Note 13 of the consolidated financial report has not been checked by this accountant, but is checked by other accountants. The Group's investments in the aforementioned investee companies constituted 31.12% and 32.04% of the consolidated total assets as of December 31, 2020 and 2019, respectively; and the recognized shares of profit of associates accounted for using equity method of these investee companies constituted 10.67% and 35.26% of the consolidated income before tax for the years ended December 31, 2020 and 2019, respectively. The consolidated financial statements of the aforementioned investee companies were audited by other auditors whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts included for these investee companies, is based solely on the reports of other auditors.
We have also audited the parent company only financial statements of the Company as of and for the years ended December 31, 2020 and 2019, and have expressed an unmodified opinion thereon.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards, International Accounting Standards, IFRIC interpretations and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including the audit committee) are responsible for overseeing the Group’ s financial reporting process.
51
4-2
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
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4-3
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Hui-chih Kou and Chi-Lung Yu.
KPMG
Taipei, Taiwan (Republic of China) March 17, 2021
Notes to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.
The independent auditors’ audit report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ audit report and consolidated financial statements, the Chinese version shall prevail.
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3
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KPMG
���110615���5�7�68�(��101��) Telephone �� + 886 2 8101 6666 68F., TAIPEI 101 TOWER, No. 7, Sec. 5, Fax �� + 886 2 8101 6667 Xinyi Road, Taipei City 110615, Taiwan (R.O.C.) Internet �� home.kpmg/tw
Independent Auditors’ Report
To the Board of Directors of Formosa Plastics Corporation:
Opinion
We have audited the financial statements of Formosa Plastics Corporation (the “Company”) which comprise the balance sheets as of December 31, 2020 and 2019, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies.
In our opinion, based on our audits and the reports of other auditors, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and its financial performance and its cash flows for the years ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuer.
Basis for Opinion
We conducted our audit of the consolidated financial statements as of and for the year ended December 31, 2020 in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants, and the auditing standards generally accepted in the Republic of China. Furthermore, we conducted our audit of the financial statements as of and for the year ended December 31, 2019 in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants, Rule No. 1090360805 issued by the Financial Supervisory Commission, and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China (“ the Code” ), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Key audit matters for the Company's financial statements are stated as follows:
1. Revenue recognition
As the control of products transfers at different points in time, it exposes the risk wherein revenue may not be recognized within the proper period. For this reason, revenue recognition is considered to be one of our key audit matters. The accounting policies and the related information for revenue recognition were discussed in Notes 4(o) and 6(r) to the consolidated financial statements.
The principal audit procedures we have performed to address the aforementioned key audit matter included assessing the rationality of accounting treatment for revenue recognition; vouching the original sales documents according to the transactions with the customers during a selected period of time before and after the balance sheet date to evaluate whether the revenue is recorded appropriately.
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3-1
- Valuation of Inventories
The Group measured the cost and net realizable value of inventory and recognized a loss on the balance sheet date according to IAS 2 (including loss on obsolescence of inventories); however, to determine whether or not the loss of inventories should be recognized depends on the subjective judgment of the management. For this reason, the valuation of inventories is considered to be one of the key audit matters. The accounting policies and the related information for the valuation of inventories were discussed in Notes 4(g), 5 and 6(e) to the consolidated financial statements.
The principal audit procedures we have performed to address the aforementioned key audit matter included assessing the appropriateness of the policy on inventory valuation and slack loss recognition; ensuring whether the process of inventory valuation is in conformity with the accounting policies, confirming the sales price adopted by the management and the changes in the market price of inventory in the period after the balance sheet date; and sampling procedures to assess the reasonableness of the net realizable value of inventory.
Other Matter
We did not audit the financial statements of certain investee companies under equity method and the relevant information on the reinvestment business in Note 13 of the financial report has not been checked by this accountant, but is checked by other accountants. The Company's investments in the aforementioned investee companies constituted 32.73% and 34.29% of the total assets as of December 31, 2020 and 2019, respectively; and the recognized shares of profit of associates accounted for using equity method of these investee companies constituted 11.08% and 35.62% of the income before tax for the years ended December 31, 2020 and 2019, respectively. The financial statements of the aforementioned investee companies were audited by other auditors whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts included for these investee companies, is based solely on the reports of other auditors.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’ s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including the audit committee) are responsible for overseeing the Company’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
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3-2
As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on this financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
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3-3
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Hui-chih Kou and Chi-Lung Yu.
KPMG
Taipei, Taiwan (Republic of China) March 17, 2021
Notes to Readers
The accompanying parent company only financial statements are intended only to present the financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such parent company only financial statements are those generally accepted and applied in the Republic of China.
The independent auditors’ audit report and the accompanying parent company only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ audit report and parent company only financial statements, the Chinese version shall prevail.
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Articles of Association of
Formosa Plastics Corporation
Amended and reinstated by General Shareholders Meeting on June 10, 2020
Chapter I General Provisions
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Article 1: The Company is incorporated under the name of Fu-mao Plastics Corporation, a private company limited by shares, in accordance with Company Act. On January 14, 1957, the Company’s extraordinary shareholders meeting passed a resolution to change its name to Formosa Plastics Corporation, which has been given the effect by the approval of competent authority as of March 18, 1957.
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Article 2: Scope of Business:
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(1)B202010: Nonmetallic Mining
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(2)C199990: Other Food Manufacturing Not Elsewhere Classified
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(3)C801010: Basic Industrial Chemical Manufacturing
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(4)C801020: Petrochemical Manufacturing
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(5)C801100: Synthetic Resin & Plastic Manufacturing
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(6)C801120: Manmade Fiber Manufacturing
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(7)C801990: Other Chemical Materials Manufacturing
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(8)C802120: Industrial Catalyst Manufacturing
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(9)C802170: Poisonous Chemical Material Manufacturing
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(10)C805020: Plastic Sheets & Bags Manufacturing
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(11)C901070: Stone Products Manufacturing
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(12)CB01010: Machinery and Equipment Manufacturing
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(13)CC01080: Electronic Parts and Components Manufacturing
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(14)D101050: Steam and Electricity Paragenesis
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(15)D301010: Water Supply
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(16)D401010: Heat Energy Supplying
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(17)E603050: Cybernation Equipments Construction
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(18)H701010: Residence and Buildings Lease Construction and Development
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(19)H701040: Specialized Field Construction and Development
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(20)ID01010: Metrological Instruments Identify
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(21)IZ99990: Other Industry and Commerce Services Not Elsewhere
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Classified
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(22)J101050: Sanitary and Pollution Controlling Services
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(23)ZZ99999: All business items that are not prohibited or restricted by law, except those that are subject to special approval
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Article 3: The Company is headquartered in Kaohsiung City, ROC and may set up factories or branch offices in the country or at overseas locations when necessary. Such establishments, modifications and abolishment will be subject to the resolutions of the Meeting of Directors.
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Article 4: The Company may provide endorsement for the related business. The total investment made by the Company may exceed forty percent (40%) of its paid-up capital.
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Article 5: Notice of the Company will be published in a manner prescribed in Article 28 of Company Act.
Chapter II Shares
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Article 6: The registered capital of the Company is sixty-three billion six hundred fifty-seven million four hundred seven thousand eight hundred ten New Taiwan dollars, divided into six billion three hundred sixty-five million seven hundred forty thousand seven hundred eighty-one full capital shares having a par value of ten New Taiwan dollars.
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Article 7: The Company may exempt from printing share certificates but shall register with Central Securities Depository for each share issued.
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Article 8: A shareholder shall provide his address and personal seal to receive or transfer any share.
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Article 9: (Omitted)
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Article 10: (Omitted)
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Article 11: (Omitted)
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Article 12: The registration of share transfer will be halted within sixty days prior to a general meeting, thirty days prior to an extraordinary meeting or five days prior to the closing date regarding a distribution of dividends and bonus or other interests.
Chapter III Shareholders Meeting
- Article 13: A shareholders meeting can be a general meeting or an extraordinary meeting. The Company’s Board of Directors shall convene the annual
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general meeting once every year within six month after the end of each fiscal year. The Board of Directors may convene an extraordinary meeting whenever necessary unless the Company Act suggests otherwise.
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Article 14: The meeting notice shall be published and given to all shareholders at least thirty days prior to a general meeting and fifteen days prior to an extraordinary meeting. The notice shall specify the purpose of such meeting and may be made by electronic communication pursuant to the receiving party’s consent.
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Article 15: The Chairman of the Board of Directors will preside the shareholders meeting. Where the Chairman is on leave or not able to perform his duty for any reason, the Vice Chairman shall act on his behalf. Where the Vice Chairman is also on leave or not able to perform his duty for any reason, the Chairman shall appoint one executive director to act on his behalf. If the Chairman has made no appointment, the executive directors shall elect among themselves one person to act as the deputy.
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Article 16: Each share is entitled to cast one vote, unless otherwise deprived in accordance with Article 179 paragraph 2 of Company Act.
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Article 17: A shareholder may appoint a proxy to attend a shareholders meeting by delivering the proxy form prepared by the Company five days prior to the shareholders meeting. The proxy vote shares held by one proxy representing two or more principals may not exceed three percent (3%) of the total shares issued by the company. Any votes exceeding such limit will not be counted.
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Article 18: Unless otherwise stipulated in Company Act, any resolution of a shareholder meeting shall be decided by more than one-half the shareholders presenting at the shareholders meeting consisting of more than one-half the total voting shares.
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Article 19: The meeting minutes shall be prepared for each shareholders meeting, recording any resolutions being made, the meeting dates, times, venue, the chairperson’s name, the voting procedures, the summary and the result of the process, and signed by the chairperson or stamped. Such meeting minutes shall be archived throughout the existence of the Company. The attendance books and proxies shall be retained for at least one year. The copies of the meeting minutes may be distributed in an
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electronic manner.
The distribution of the foregoing meeting minutes may be made by posting a public announcement onto the Market Observation Post System.
Chapter IV Directors
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Article 20: The Board shall consist of eleven to fifteen directors. The election of directors will be made by nomination. Shareholders may elect the directors from the candidates list. The total registered shares held by the directors shall not be less than a certain quorum of the company’s total shares. The calculation of quorum shall conform to the method instructed by the competent authority.
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The foregoing numbers of directors shall include at least three independent directors, whose nominations and elections shall be processed in accordance with the Company Act and as required by the competent authority of securities and exchange.
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The Company established the Audit Committee pursuant to Article 14-4 of the Securities and Exchange Act, where its members consist of all independent directors. The operation of the Audit Committee as well as the responsibilities and rights of the members shall be determined in accordance with the Securities and Exchange Act and other applicable laws.
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Article 21: The directors shall elect at least three from among themselves but not more than one third of all the directors to serve as the executive directors, including one independent director. The five executive directors shall elect one of them to become the Chairman of the Board and another person to be the Vice Chairman. The Chairman represents the Company externally and is responsible for general business. When the Chairman is on leave or not able to perform his duty for any reason, the Vice Chairman shall act as the deputy. When the Vice Chairman is also on leave or not able to perform his duty, the Chairman shall appoint one executive director to act on his behalf.
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Article 22: The Board will determine the Company’s operation strategies and other significant issues. The Board Meeting shall be convened and presided by the Chairman or by his deputy according to the preceding paragraph if
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the Chairman is in absence.
The significant issues of the forgoing paragraph shall include the acquisition and disposal of the Company’s major assets and properties. The Board may empower the Chairman to act on behalf of the Board during the adjournment period. Unless otherwise required by laws or these articles, any issue concerning the major interest of the company or related party transaction shall not be decided without a Board resolution. The powers authorized include:
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I. To approve any major contracts;
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II. To approve any mortgage of property and loan proposal;
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III. To approve the acquisition and disposal of the company’s general asset and property;
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IV. To approve the appointment of directors and supervisors of a subsidiary;
To approve the closing date of capital increase/decrease and the distribution of cash dividends.
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Article 23: Any resolution of the Board shall be determined by one-half of the directors presenting at the meeting consisting of one-half of the total directors.
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Article 24: A director shall hold the office for a term of three years and may be reelected. If the election does not complete in time upon the expiration of any term of office, the director may continue to serve until his successor is elected.
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Article 25: Any vacancy on the Board may be filled by immediate election, which may be postponed when the vacant directorship is less than one third of the total directors. The elected director in the place of a vacant directorship will serve for the remaining period of the previous director’s term of office.
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Article 26: Any resolution made by the Board meeting shall be documented in the meeting minutes, which shall be signed by the chairperson or stamped and archived in the Company.
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Article 27: The Directors shall present at the Board Meeting in person. If the Directors may not be present at the meeting for any reason, unless the Directors resides in oversea location as prescribed by the Company Act, he/she may submit a proxy form, enumerating the purpose of convening
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such meeting, the scope of authorization, to appoint another director to attend the meeting. A proxy director may not act on behalf of more than one person.
If the Board Meeting is conducted by teleconference, directors who attend the meeting through video conference shall be deemed attending in person.
The Board shall specify the purposes of a Board Meeting and notify each director seven days in advance. Notwithstanding, the Board may convene a meeting where there is an urgency. The notice of Board Meeting may be served in writing, by email or facsimile.
- Article 28: The Board shall have the power to determine the remuneration of directors based on how a director participates and contributes in the Company’s operation and with reference to the standards implemented by the other companies in the same industry.
The Company shall be held liable for any conduct by a director within his scope of duty during his terms of office and shall maintain valid director liability insurance to the extent required by the laws.
Chapter V (Omitted)
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Article 29: (Omitted)
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Article 30: (Omitted)
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Article 31: (Omitted)
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Article 32: (Omitted)
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Article 33: (Omitted)
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Article 34: (Omitted)
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Article 35: (Omitted)
Chapter VI Manager
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Article 36: The Company may have managers. The appointment, removal and compensation of a manager shall be determined in accordance with Article 29 of the Company Act.
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Article 37: The manager may not serve the equivalent position of another company at the same time and shall refrain from any activities identical to the Company’s business whether by self-employment or for the benefit of
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others unless otherwise permitted by the Board to the extent permitted by the laws.
Chapter VII Accounting
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Article 38: The Company’s fiscal year starts from January 1 and ends on December 31 of each calendar year. The Board shall prepare the following reports for the ratification by the general shareholders meeting after the final settlement:
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(I) Business Operation Report,
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(II) Financial Statements, and
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(III) Measures on profit distribution or deficit compensation.
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Article 39: If the Company gains any profits in any year, the Company shall retain 0.05% to 0.5% of the pre-tax profit as employee compensation before deducting the employee compensation of such year; provided, however, that the Company shall reserve the amount for compensating the deficit, if any.
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The determination of employee compensation shall be made in accordance with Article 235-1 of the Company Act.
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Article 40: If there are any earnings after final account settlement, the Company shall pay off the applicable taxes, compensate the accrued deficit and retain 10% as legal reserve and an additional amount as special reserve before distributing dividends. If there are any remaining earnings of such year, the Board may, combining the undistributed earnings of previous years, propose a shareholder bonus plan and submit for the approval in a general shareholders meeting.
The special reserve as described in the preceding paragraph includes
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(1) any amount reserved for any particular purpose,
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(2) investment profit and unused deductions for taxable income pursuant to equity methods,
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(3) and other special reserve prescribed by applicable laws and regulations.
The Company is in a business of a mature industry and earns its annual profits on a stable basis. The Company adopts a dividend policy that allows the distribution to be made in either way of or a combination of cash dividends, earnings capitalization and capitalization of capital
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reserve. At least fifty percent (50%) of the annual distributable earning remained after deducting the legal reserve and special reserve will be distributed, preferably in cash. The total percentage of the capitalization of retained earnings and capital reserve shall not be more than fifty percent (50%) of the total dividends distributed of such year.
Chapter VIII Miscellaneous
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Article 41: The Company Act and other applicable laws rules shall govern any matter not prescribed herein.
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Article 42: These articles of association are stipulated on July 20, 1954, and reinstated by first amendment on January 8, 1955, second amendment on January 14, 1957, third amendment on August 20, 1957, fourth amendment on July 10, 1958, fifth amendment on March 31, 1960, sixth amendment on September 7, 1960, seventh amendment on July 3, 1961, eighth amendment on December 31, 1963, ninth amendment on February 25, 1965, tenth amendment on March 25, 1965, eleventh amendment on August 20, 1966, twelfth amendment on March 25, 1967, thirteenth amendment on March 25, 1968, fourteenth amendment on April 21, 1969, fifteenth amendment on April 30, 1970, sixteenth amendment on April 20, 1971, seventeenth amendment on March 21, 1972, eighteenth amendment on March 20, 1973, nineteenth amendment on March 26, 1974, twentieth amendment on April 10, 1975, twenty-first amendment on April 15, 1976, twenty-second amendment on August 21, 1976, twenty-third amendment on April 15, 1977, twenty-fourth amendment on April 18, 1978, twenty-fifth amendment on April 16, 1979, twenty-sixth amendment on April 2, 1980, twenty-seventh amendment on April 2, 1981, twenty-eighth amendment on April 9, 1982, twenty-ninth amendment on April 18, 1983, thirtieth amendment on April 27, 1984, thirty-first amendment on April 29, 1985, thirty-second amendment on April 24, 1986, thirty-third amendment on April 15, 1977, thirty-fourth amendment on April 29, 1988, thirty-fifth amendment on April 28, 1989, thirty-sixth amendment on April 13, 1990, thirty-seventh amendment on April 16, 1991, thirty-eighth amendment on April 16, 1992, thirty-ninth amendment on April 16, 1993, forties amendment on April 26 1994, forty-first amendment on
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April 14, 1995, forty-second amendment on April 19, 1996, forty-third amendment on May 6, 1997, forty-fourth amendment on May 8, 1998, forty-fifth amendment on May 20, 1999, forty-sixth amendment on May 17, 2000, forty-seventh amendment on May 17, 2001, forty-eighth amendment on May 24, 2002, forty-ninth amendment on May 23, 2003, fiftieth amendment on May 14, 2004, fifty-first amendment on May 23, 2005, fifty-second amendment on June 5, 2006, fifty-third amendment on June 14, 2007, fifty-fourth amendment on June 19, 2008, fifty-fifth amendment on June 5, 2009, fifty-sixth amendment on June 25, 2010, fifty-seventh amendment on June 20, 2011, fifty-eighth amendment on June 19, 2012, fifty-ninth amendment on June 14, 2013, sixtieth amendment on June 13, 2014 where the articles regarding the establishment of Audit Committee and the omission of articles regarding supervisors shall become effective at the time the terms of office of the supervisors elected by the general shareholder meeting on June 19, 2012 has expired, the sixty-first amendment on June 17, 2016, sixty-second amendment on June 20, 2018, and sixty-third amendment on June 10, 2020.
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Rules of Procedure for Shareholders’ Meetings of Formosa Plastics Corporation
Amended by the Annual Shareholders’ Meeting on June 10, 2020
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Article 1: To establish a strong governance system and sound supervisory capabilities for the Company's shareholders’ meetings, and to strengthen management capabilities, these Rules are adopted pursuant to the Corporate Governance Best Practice Principles for Taiwan Stock Exchange Corp (“TWSE”)/ Taipei Exchange (“TPEx”) Listed Companies.
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Article 2: The rules of procedures for the Company's shareholders’ meetings, except as otherwise provided by law, regulation, or the Articles of Incorporation, shall be as provided in these Rules.
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Article 3: Unless otherwise provided by law or regulation, the Company's Shareholders’ Meetings shall be convened by the Board of Directors. A notice to convene an annual shareholders’ meeting shall be given to each shareholder no later than 30 days prior to the scheduled meeting date; while a notice may be given to registered shareholders who own less than 1,000 shares of nominal stocks no later than 30 days prior to the scheduled meeting date in the form of a public announcement on the Market Observation Post System (MOPS) of the TWSE. A notice to convene a special shareholders’ meeting shall be given to each shareholders no later than 15 days prior to the scheduled meeting date. A public notice may be given to registered shareholders who own less than 1,000 shares of nominal stocks no later than 15 days prior to the scheduled meeting date in the form of a public announcement on the MOPS of the TWSE.
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To convene a shareholders’ meeting, the Company shall prepare a meeting handbook. The Company shall prepare electronic versions of a shareholders’ meeting notice and proxy forms, and causes of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors, and upload them to the MOPS no later than 30 days prior to the scheduled Annual Shareholders’ Meeting date or no later than 15 days prior to the scheduled Special Shareholders’ Meeting date. The
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Company shall prepare electronic versions of a shareholders’ meeting handbook and supplemental meeting materials and upload them to the MOPS no later than 21 days prior to the scheduled Annual Shareholders’ Meeting date or no later than 15 days prior to the scheduled Special Shareholders’ Meeting date. In addition, the Company shall also have prepared a shareholders’ meeting handbook and supplemental meeting materials and made them available for review by shareholders at any time no later than 15 days prior to the scheduled Shareholders’ Meeting date. The Meeting Agenda and supplemental materials shall also be displayed at the Company and the professional shareholder services agent engaged by the Company as well as being distributed on-site at the meeting place.
The reasons for convening a shareholders’ meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.
Election or dismissal of directors, amendments to the Articles of Incorporation, capital reduction, application to be delisted from public offering, lifting of non-competition restriction of directors, capital increase by retained earnings, capital increase by capital reserve, dissolution, merger, or demerger of the corporation, or any matter under Paragraph 1 of Article 185 of the Company Act shall be set out in the notice of the reasons for convening the shareholders’ meeting. None of the above matters may be raised by an extraordinary motion. The content of such matters shall be uploaded to a website designated by the competent authority or the Company, and the website shall be specified on the meeting notice.
Where the meeting agenda has specified general re-elections of the directors and the terms of the directors’ office, the terms of office of the directors shall not be altered by raising an extraordinary motion or any other method upon the completion of the general elections at the shareholders’ meeting.
A shareholder holding 1 percent or more of the total number of issued shares may submit to the Company a proposal for discussion at an annual shareholders’ meeting. Such proposals, however, are limited to one item only, and no proposal containing more than one item will be included in the Meeting Agenda. However, when a shareholder’s
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proposal contains suggestions or recommendations for the Company to enhance the public interest or facilitate the Company to fulfill its corporate social responsibility, the Board of Directors may include such proposal into the agenda. In addition, when the circumstances of any subparagraph of paragraph 4 of Article 172-1 of the Company Act apply to a proposal put forward by a shareholder, the Board of Directors may exclude it from the Agenda.
Prior to the book closure date before an annual shareholders’ meeting is held, the Company shall publicly announce that it will receive shareholder proposals, the method of receiving such proposals (whether written or in electronic form), and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.
Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the Annual Shareholders’ Meeting and take part in discussion of the proposal.
Prior to the date for issuance of notice of a shareholders’ meeting, the Company shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the Shareholders’ Meeting the Board of Directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.
Article 4: For each shareholders’ meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company and stating the scope of the power authorized to the proxy.
A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders’ meeting, and shall deliver the proxy form to the Company no later than 5 days prior to the Shareholders’ Meeting date. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to revoke the previous proxy appointment.
After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting in person or to exercise voting
69
rights in writing or by way of electronic transmission, a written notice of proxy rescission shall be submitted to the Company no later than 2 days prior to the meeting date. If the rescission notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
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Article 5: The venue for a shareholders’ meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders’ meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m.
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Article 6: The Company shall specify in its shareholders’ meeting notices the time during which shareholder attendance registrations will be accepted, the place to register for attendance, and other matters for attention.
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The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations.
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The Company shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors, pre-printed ballots shall also be furnished.
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Shareholders and their proxies (collectively, "shareholders") shall attend shareholders’ meetings based on attendance cards, sign-in cards, or other certificates of attendance. The Company shall not impose arbitrary requirements on shareholders to provide additional evidentiary documents beyond those showing eligibility to attend. Solicitors soliciting proxy forms shall also bring identification documents for verification.
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When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders’ meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.
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Article 7: If a shareholders’ meeting is convened by the Board of Directors, the meeting shall be chaired by the Chairman. When the Chairman is on leave or for any reason unable to exercise the powers of the Chairman,
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the Vice Chairman shall act in place of the Chairman; if there is no Vice Chairman or the Vice Chairman also is on leave or for any reason unable to exercise the powers of the Vice Chairman, the Chairman shall appoint one of the Managing Directors to act as chair, or, if there are no Managing Directors, one of the Directors shall be appointed to act as chair. Where the Chairman does not make such a designation, the Managing Directors or the Directors shall select from among themselves one person to serve as chair.
When a Managing Director or a Director serves as chair, as referred to in the preceding paragraph, the Managing Director or Director shall be one who has held that position for 6 months or more and who understands the financial and business conditions of the Company. The same shall be true for a representative of a juristic person director that serves as chair.
It is advisable that shareholders’ meetings convened by the Board of Directors be chaired by the Chairman, that a majority of the Directors attend in person, and that at least one member of each functional committee attend as representative. Attendance details should be recorded in the Shareholders Meeting minutes. If a shareholders’ meeting is convened by a party having the convening right but other than the Board of Directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.
The Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders’ meeting in a non-voting capacity.
- Article 8: The Company, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders’ meeting, and the voting and vote counting procedures. The recorded materials of the preceding paragraph shall be retained for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.
Article 9: Quorum at shareholders’ meetings shall be calculated based on numbers
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of shares. The quorum shall be calculated according to the shares indicated by the sign-in cards handed in plus the number of shares whose voting rights are exercised in writing or by way of electronic transmission.
The Chair shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the Chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the Chair shall declare the meeting adjourned.
If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to paragraph 1 of Article 175 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders’ meeting shall be convened within 1 month.
When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the Chair may resubmit the tentative resolution for a vote by the shareholders’ meeting pursuant to Article 174 of the Company Act.
Article 10: If a shareholders’ meeting is convened by the Board of Director, the meeting agenda shall be set by the Board of Directors. The relevant proposals (including extraordinary motions and amendment to original proposals) shall be decided by voting on a case-by-case basis. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders’ meeting.
The provisions of the preceding paragraph apply mutatis mutandis to a shareholders’ meeting convened by a party having the convening right that is not the Board of Directors.
The Chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders’ meeting. If the Chair declares the meeting adjourned in
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violation of the rules of procedure, the other members of the Board of Directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by a majority of the votes represented by the attending shareholders, and then continue the meeting.
The Chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the Chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the Chair may announce the discussion closed and shall also arrange ample time for a vote.
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Article 11: Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the Chair.
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A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.
Except with the consent of the Chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the Chair may terminate the speech.
- When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the Chair and the shareholder that has the floor; the Chair shall stop any violation.
When a juristic person shareholder appoints two or more representatives to attend a shareholders’ meeting, only one of the representatives so appointed may speak on the same proposal.
After an attending shareholder has spoken, the Chair may respond in person or direct relevant personnel to respond.
- Article 12: Voting at a shareholders’ meeting shall be calculated based on the number of shares.
With respect to resolutions of shareholders’ meetings, the number of
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shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.
When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the Company, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.
In case a director of the Company has created a pledge on the Company’s shares more than half of the Company’s shares being held by him/her/it at the time he/she/it is elected, the voting power of the excessive portion of shares shall not be exercised.
The number of shares for which voting rights may not be exercised under the preceding two paragraphs shall not be calculated as part of the voting rights represented by attending shareholders.
With the exception of a trust enterprise or a stock agency approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 3 percent of the voting rights represented by the total number of voting shares, otherwise, the portion of excessive voting rights shall not be counted.
Article 13: A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under paragraph 2 of Article 179 of the Company Act.
When the Company convenes a shareholders’ meeting, shareholders shall exercise their voting rights by electronic means and may exercise their voting rights in writing. When voting rights are exercised in writing or by way of electronic transmission, the method for exercising the voting rights shall be specified in the shareholders’ meeting notice. A shareholder exercising voting rights in writing or by way of electronic transmission will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting.
A shareholder intending to exercise voting rights in writing or by way of electronic transmission under the preceding paragraph shall deliver a written declaration of intent to the Company no later than 2 days prior to the scheduled shareholders’ meeting date. When duplicate declarations
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of intent are delivered, the one received earliest by the Company shall prevail, except when a declaration is made to revoke the earlier declaration of intention.
After a shareholder has exercised voting rights in writing or by way of electronic transmission, in the event the shareholder intends to attend the shareholders’ meeting in person, a written declaration of intent to rescind the voting rights already exercised under the preceding paragraph shall be made known to the Company, by the same means by which the voting rights were exercised, no later than 2 days prior to the scheduled shareholders’ meeting date. If the notice of rescission is submitted after that time, the voting rights already exercised in writing or by way of electronic transmission shall prevail. When a shareholder has exercised voting rights both in writing or by way of electronic transmission and by appointing a proxy to attend a shareholders’ meeting, the voting rights exercised by the proxy in the meeting shall prevail.
Except as otherwise provided in the Company Act and in the Company's Articles of Incorporation, the adoption of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the Chair or a person designated by the Chair shall announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.
When there is an amendment or an alternative to a proposal, the Chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
In addition to the proposals on the meeting agenda, when a shareholder wishes to propose an extraordinary motion, the shareholder’s voting rights shall represent at least 1% or more of the Company’s total issued shares.
Vote monitoring and counting personnel for the voting on a proposal
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shall be appointed by the Chair, provided that all monitoring personnel shall be shareholders of the Company. Vote counting for shareholders’ meeting proposals or elections shall be conducted in public at the place of the shareholders’ meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.
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Article 14: The election of directors at a shareholders’ meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected.
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The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
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Article 15: Matters relating to the resolutions of a shareholders’ meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the Chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form. The Company may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS. The meeting minutes shall accurately record the year, month, day, and place of the meeting, the Chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their results (including the weight of the votes), and the number of weighted votes each candidate received in case of a Directors' elections, and shall be retained for the duration of the existence of the Company.
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Article 16: On the day of a shareholders’ meeting, the Company shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies, and shall make an express disclosure of the same at the place of the shareholders’ meeting.
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If matters put to a resolution at a shareholders’ meeting constitute material information under applicable laws or regulations or under TWSE regulations, the Company shall upload the content of such resolution to the MOPS within the prescribed time period.
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Article 17: Staff handling administrative affairs of a shareholders’ meeting shall wear identification cards or arm bands.
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The Chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."
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At the place of a shareholders’ meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the Chair may prevent the shareholder from so doing. When a shareholder violates the rules of procedure and defies the Chair's correction, obstructing the proceedings and refusing to heed calls to stop, the Chair may direct the proctors or security personnel to escort the shareholder from the meeting.
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Article 18: When a meeting is in progress, the Chair may announce a break based on time considerations. If a force majeure event occurs, the Chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
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If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders’ meeting may adopt a resolution to resume the meeting at another venue.
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A resolution may be adopted at a shareholders’ meeting to postpone or resume the meeting within 5 days in accordance with Article 182 of the Company Act.
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Article 19: These Rules, and any amendments hereto, shall be implemented after adoption by shareholders’ meetings.
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Rules for Election of Directors of Formosa Plastics Corporation
Amended by the Annual Shareholders’ Meeting on June 25, 2015
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Article 1: Except as otherwise provided by law and regulation or by the Company's Articles of Incorporation, elections of directors shall be conducted in accordance with the Rules.
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Article 2: The cumulative voting system shall be used for election of the directors at the Company. Each share will have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.
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Article 3: Before the election begins, the Chair shall appoint a number of persons to perform the respective duties of vote monitoring and counting personnel.
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Article 4: The number of directors will be as specified in the Company's Articles of Incorporation. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. If a person is elected to be director at the same time, he/she shall only decide to be a director. After the above-mentioned person decided, the vacant position shall be filled by the candidate receiving the second highest numbers of voting rights. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the Chair drawing lots on behalf of any person not in attendance.
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Article 5: The election of directors shall be elected in accordance with the Company's Articles of Incorporation in that a candidate nomination system shall be adopted and that shareholders shall elect directors from among those listed in the slate of director nominees. Independent and non-independent directors shall elect at the same time, but in separately calculated numbers as stated as Article 4. If the company has established an audit committee, at least one of its independent directors is required to have accounting or financial expertise.
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The Company shall, prior to the book closure date before the convening of the shareholders' meeting, publish a notice specifying a period for receiving nominations of director candidates, the number of directors to be elected, the place for receiving such nominations, and other necessary matters; the period for receiving nominations shall not be less than 10 days.
The Board of Directors and a shareholder holding one percent or more of the total number of issued shares may present a slate of director nominees to the Company; the number of nominees may not exceed the number of directors to be elected.
When providing a recommended slate of director candidates, a shareholder or the Board of Directors shall include in the documentation attached thereto each nominee's name, educational background, work experience, a written undertaking indicating the nominee's consent to serve as a director if elected as such, a written statement that none of the circumstances in Article 30 of the Company Act exists, and other relevant documentary proof. If the candidate is a juristic person shareholder or a juristic person’s representative, a basic registration information of the above-mentioned juristic person shareholder and a document certifying the shareholding of the Company shall be attached.
The Board of Directors, or other person having the authority to call a shareholders' meeting, shall review the qualifications of each director nominee; except under any of the following circumstances, all qualified nominees shall be included in the slate of director candidates:
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1.Where the nominating shareholder submits the nomination at a time not within the published period for receiving nominations.
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2.Where the shareholding of the nominating shareholder is less than one percent at the time of book closure by the Company under Article 165, paragraph 2 or 3 of the Company Act.
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3.Where the number of nominees exceeds the number of directors to be elected.
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4.Where the relevant documentary proof required under the preceding paragraph is not attached.
Article 6: The Board of Directors shall prepare ballots and distribute one ballot
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per voter corresponding to his/her attendance card number. The numbers of ballot distributed to the voters shall be equal to the directors to be elected. As for the number of voting rights associated with each ballot shall be specified on the ballots.
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Article 7: If a candidate is a shareholder, a voter must fill the candidate's account name and shareholder account number in the "candidate" column of the ballot; If a candidate is a non-shareholder, the voter shall fill the candidate's full name and identity card number.
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Article 8: A Ballot shall be deemed void under the following conditions:
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1.The ballot was not prepared as Article 6 stated; or
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2.The ballot has more than one candidate’s name filled; or
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3.Other words or marks are filled in addition to the information Article 7 stated; or
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4.A ballot was not filled, or not completely filled, in compliance with the requirement set forth in Article 7; or
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5.The writing is unclear and indecipherable; or
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6.The candidate whose name is filled in the ballot is a shareholder, but the candidate's account name and shareholder account number do not conform with those given in the shareholder register, or the candidate whose name is filled in the ballot is a non-shareholder, and a cross-check shows that the candidate's name and identity card number do not match.
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Article 9: The voting rights shall be calculated at the end of the poll and the Chair shall announce the voting results on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected.
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The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
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Article 10: The Rules, and any amendments hereto, shall be implemented after approval by a shareholders meeting.
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Formosa Plastics Corporation Current Shareholdings of Directors
| Title | Name | Shareholding (share) |
|---|---|---|
| Chairman | Jason Lin | 0 |
| Managing Director | William Wong Representative of Formosa Chemicals & Fibre Corporation |
486,978,693 |
| Managing Director | Susan Wang Representative of Nan Ya Plastics Corporation |
294,793,105 |
| Managing Director | Wilfred Wang Representative of Formosa Petrochemical Corporation |
131,460,365 |
| Managing Director (Independent Director) |
C. L. Wei | 0 |
| Independent Director | C. J. Wu | 0 |
| Independent Director | Yen-ShiangShih | 0 |
| Director | C. T. Lee | 1,846,541 |
| Director | Cher Wang | 7,369,380 |
| Director | K. H. Wu | 134,537 |
| Director | Ralph Ho | 27,824,363 |
| Director | K. L. Huang | 10,400 |
| Director | Cheng-ChungCheng | 0 |
| Director | JerryLin | 0 |
| Director | Ching-Lian Huang | 0 |
Note: According to Article 26 of Securities and Exchange Act, the minimum of the Directors are shareholdings Company’s 101,851,853 shares. As of April 25, 2021, the actual shareholdings of the Company’s Directors are 950,417,384 shares.
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Information regarding the Proposed Employees and Directors’ Compensation to Adopted by the Board of Directors of the Com an p y:
| Company: | Company: |
|---|---|
| 1. Amounts of employees’ cash compensation, stock compensation, and Directors’ compensation: |
|
| Employees Cash Compensation | NT$30,211,400 |
| Employees Stock Compensation | NT$0 |
| Directors Cash Compensation | NT$0 |
| 2. Share amount of the employees’ stock compensation and the percentage of the share amount to that of all stock dividends capitalization: |
|
| Share amount of employees’ stock compensation | 0 share |
| Percentage of the share amount to that of all stock dividends capitalization |
0% |
The above-listed amount of employees’ cash compensation is consistent with the proposed amount adopted by the Board of Directors of the Company.
Effect upon Business Performance and Earnings Per Share of the Company by the Stock Dividend Distribution Proposed at the 2021 Annual Shareholders’ Meeting:
Not applicable since the Company does not propose the stock dividend distribution at the 2021 Annual Shareholders’ Meeting and does not required to prepare financial forecast information.
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