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FPCC — AGM Information 2026
Apr 24, 2026
52574_rns_2026-04-24_76d22298-919d-42b4-8478-e36f644f7421.pdf
AGM Information
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FORMOSA PETROCHEMICAL CORPORATION
2026 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.)
MAY 26, 2026
Table of Contents
Meeting Procedure …………………………………………… Page 1 Meeting Agenda …………..………………..………………… Page 2 Report Items …..…………………………………………… Page 3 Ratification Items ……………………………………………. Page 9 Discussion Items…………………………………………. Page 11 Appendices …………………………………………………... Page 30 1. Independent Auditor’s Report 2. 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 2026 Annual Shareholders’ Meeting
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Articles of Incorporation of the Company
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Procedures for Acquisition or Disposal of Assets of the Company
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Rules of Procedure for Shareholders’ Meeting of the Company
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Current Shareholdings of Directors of the Company
FORMOSA PETROCHEMICAL CORPORATION
2026 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
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Extraordinary Motions
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Meeting Adjourned
1
FORMOSA PETROCHEMICAL CORPORATION
2026 ANNUAL SHAREHOLDERS’ MEETING AGENDA
Time: 09:00 a.m., Tuesday, May 26, 2026
Venue: The Illume Hotel
- (No. 100 Dun Hua North Road, Taipei, Taiwan)
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Type : The shareholders’ meeting is held with physical attendance at the venue.
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Report Items
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(1) 2025 Business Report.
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(2) Audit Committee's Review Report on the 2025 Financial Statements.
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(3) Distribution of 2025 Employees Compensation.
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(4) Distribution of 2025 Cash Dividends.
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Ratification Items
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(1) Please approve the 2025 Business Report and Financial Statements as required by the Company Act.
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(2) Please approve the Proposal for Distribution of 2025 Profits as required by the Company Act.
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Discussion Items
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(1) Amendment to “Procedures for Acquisition or Disposal of Assets of the Company”. Please discuss and resolve.
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(2) To approve the proposal to release the Company's 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 2025, please refer to Business Report for further details (on page 4 of the Handbook), which is hereby reported for record.
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The Company’s Audit Committee members reviewed the 2025 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 8 of the Handbook).
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The company has issued the report on compensation distributed to its employees for 2025.
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The pre-tax profit prior to deducting employees’ compensation distributable for 2025 is NT$ 12,614,911,429. The company has no accumulated losses. Adopted by the Board Meeting on March 5, 2026, 0.02% of the profit is allocated as employees’ compensation in accordance with Article 21 of the Articles of Incorporation. The total allocated amount is NT$ 2,522,983. Of this amount, 0.01% of the aforementioned pre-tax profit, totaling NT$1,261,491, has been allocated as compensation for junior employees. All such compensation shall be distributed in cash. The above is hereby reported for record.
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The company has issued the report on dividends distributed to its shareholders for 2025.
The company has resolution and adopted by the Board Meeting on March 5, 2026. In accordance with Article 22 of the Articles of Incorporation, the cash dividends to be distributed in 2025 is NT$ 11,431,151,582, NT$ 1.20 per share. The cash dividends will be distributed when the Board Meeting set up a date. The above is hereby reported for record.
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FORMOSA PETROCHEMICAL CORPORATION 2025 Business Report
Foreword :
The year 2025 was one defined by significant challenges and pivotal turning points. International oil price trends mirrored turbulent ocean waves, fluctuating repeatedly and causing our quarterly revenue and profit performance to ebb and flow with market volatility. At the beginning of the year, as global central banks entered a rate-cutting cycle, there was widespread anticipation for economic recovery and improved energy demand. However, the situation took a sharp downturn in April. As OPEC+ initiated production increase plans and international trade tensions escalated due to new tariff measures, market sentiment turned conservative. This led to a downward revision of crude oil demand in the second quarter, causing prices to retreat rapidly.
Despite short-term support in the third quarter from the summer driving peak and geopolitical tensions in the Middle East, the environment grew more severe toward year-end. With the conclusion of the peak season, record-high U.S. shale oil production, and slower-than-expected recovery in Asian petrochemical demand, pessimistic sentiment persisted, leaving oil prices to close the year at a relative low. Under such grueling external conditions, the Company demonstrated formidable operational resilience through flexible scheduling and stringent cost control. In 2025, our pre-tax profit reached NT$12.7 billion, a substantial 93.6% increase year-on-year, proving our ability to deliver exceptional results even during an industry downturn.
2025 Financial and Operational Performance Review :
(In Thousands of NT Dollars)
| 2025 | 2024 | % Change | |||||
|---|---|---|---|---|---|---|---|
| Consolidated Revenue | 626,159,096 | 663,823,047 | -5.7% | ||||
| Consolidated Operating Profit |
10,878,946 | -651,435 | - | ||||
| Consolidated Pre-tax Income |
12,712,220 | 6,567,110 | 93.6% | ||||
| Earnings per Share (NTD) |
1.04 | 0.63 | 65.1% |
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Petroleum Refining :
In 2025, the Refining division returned to a growth trajectory, showing marked improvement over 2024 and successfully turning a profit. Falling oil prices spurred demand for petroleum products in Europe and the U.S. Furthermore, supply remained tight due to the slow recovery of Russian refineries following drone attacks and the permanent closure of refineries in Europe, the U.S., and Japan. With low global inventories, product cracks began to widen. Additionally, the impact of government-mandated price absorption for domestic fuel narrowed compared to the previous year, aiding profit recovery.
In terms of production, the average refining throughput in 2025 was 447,000 barrels per day, up 9.8% from 2024. This increase was driven by improved margins and the Company’s decision to raise utilization rates and optimize product yields.
For the domestic market, sales volume of gasoline and diesel fell slightly by 1.7%. While gasoline demand dipped due to the rising market share of hybrid and electric vehicles, our gas station market share remained steady at 22.3%. The "Formosa Oil APP" reached 730,000 members by December 2025, fostering loyalty through cross-industry collaborations and highprofile sports sponsorships.
For the export market, gasoline exports totaled 2,925 thousand kiloliters (down 5.4%), while diesel exports reached 8,792 thousand kiloliters (up 13.7%). Strategic partnerships with traders allowed us to expand in Australia, New Zealand, and the Philippines. Jet fuel sales also rose by 14.9% due to the robust recovery of international travel. Furthermore, we successfully produced 5,500 metric tons of Sustainable Aviation Fuel (SAF) in 2025 using co-processing technology. This initiative aligns with the 2050 Net-Zero goal, reducing carbon emissions while maintaining compatibility with existing infrastructure.
Basic Petrochemical Materials Business :
The global petrochemical market faced headwinds in 2025 as trade barriers and tariffs hindered demand. Coupled with China’s aggressive capacity expansion, the oversupply in Asia led to significant price drops for ethylene, propylene, and butadiene. Although we raised capacity utilization from 52% to 60% through downstream integration and flexible feedstock sourcing,
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narrow price spreads and increased inventory losses resulted in a wider loss compared to 2024.
Utilities Business :
The primary goal of our utilities business is to provide stable electricity and steam supply to our plants. In 2025, international coal prices retreated due to increased global production and the rising share of renewable energy. By flexibly adjusting power dispatch during low-load periods, we improved internal efficiency and supported the stability of Taiwan's national power grid during critical windows. The division’s profit grew by 15.9% year-onyear, serving as a vital pillar of corporate resilience.
2026 Sales Targets :
For petroleum products, our estimated sales volume for gasoline and gasoil are 5,870 thousand KL and 9,928 thousand KL, respectively. Regarding Sustainable Aviation Fuel (SAF), we aim to maintain a supply of 5,500 metric tons to domestic airlines; production volumes will be further scaled up once the new used cooking oil recycling facilities are completed. In terms of domestic sales strategy, the Company will continue to drive digital transformation to enhance refueling convenience. We will promote the "Formosa Oil APP" through diverse marketing campaigns and expanded cross-industry collaborations to increase consumer stickiness, with a target of reaching 1 million APP members by the end of 2026. In overseas markets, we will deepen partnerships with oil majors and traders to consistently explore potential markets and boost overseas sales volumes.
For petrochemical products, China’s policies to stimulate domestic demand are expected to drive consumption growth. Coupled with the global industry's accelerated restructuring, consolidation, and the phasing out of inefficient capacity, the supply-demand imbalance is likely to improve, paving the way for a modest industry recovery. The Company will optimize its production and sales allocation based on market dynamics, adopting flexible and diversified feedstock strategies to reduce costs while continuing downstream integration to enhance capacity utilization. Projected sales targets include 2,145 thousand tonnes of ethylene, 1,714 thousand tonnes of propylene, and 294 thousand tonnes of butadiene. In addition to supplying
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downstream plants according to their production schedules, export volumes will be managed based on market conditions when price spreads are favorable. As for the Utility division, our primary objective is to ensure a stable supply of electricity and steam to support plant operations and meet process demands. We will also increase the operation of power generators to support the stability of Taiwan's national power grid.
Future Outlook :
As we move into 2026, the global economy remains in a state of flux, by easing inflation, geopolitical issues, and an accelerated energy transition. The traditional refining and petrochemical industries are at a critical crossroads of "survival" versus "transformation." With the implementation of Taiwan's carbon fee and the rise of global low-carbon supply chains, industrial competition has shifted from a pure focus on economies of scale to a race of resilience and transformation speed.
In response to market skepticism regarding the industry's prospects, the Company is redefining industrial value with a more efficient, lower-carbon profile. Years ago, we integrated AI intelligent applications into the core of our digital transformation, optimizing process parameters to enhance energy efficiency and achieve significant low-carbon benefits. In 2025, our greenhouse gas emissions fell to 24.39 million tonnes, successfully meeting our short-term goal of a 22% reduction from the base year. Regarding our product mix, we flexibly adjust yields based on market dynamics and continue to increase the proportion of low-carbon products.
Looking ahead, the Company will continue to strengthen its advantages in "Petroleum Refining" and " Basic Petrochemical Raw Materials." By utilizing these dual engines to drive operational momentum, we will demonstrate competitive resilience amidst the wave of energy transition, ensuring our leading position and achieving profitable growth to reward our shareholders for their long-term support and encouragement.
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FORMOSA PETROCHEMICAL CORPORATION Audit Committee’ Review Report
The Board of Directors has prepared the Company’s 2025 Business Report, Financial Statements, including Consolidated and Individual Financial Statements, and Proposal for Profits Distribution. The CPA firm of Ernst & Young was retained to audit Formosa Petrochemical 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 Petrochemical Corporation. According to the Securities and Exchange Act and the Company Act, we hereby submit this report. Please be advised accordingly.
Formosa Petrochemical Corporation Chairman of the Audit Committee:C.P. Chang
March 5, 2026
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Ratification Items Proposal 1
Proposal: For approval of the 2025 Business Report and Financial Statements as required by the Company Act.
Proposed by the Board of Directors
Explanation :
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The preparation of the Company’s 2025 Consolidated and Individual Financial Statements were completed and the same were approved by the Board Meeting on March 5, 2026 and audited by independent auditors, Mr. Zheng-Dao Chang and Mr. Jian-Ze Huang, of Ernst & Young. 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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For the aforementioned Business Report, please refer to page 4 through page 7 of the Meeting Handbook. As for the Financial Statements, please refer to page 17 through page 28 of the Handbook. Please approve the Business Report and the Financial Statements.
Resolution :
9
Ratification Items Proposal 2
Proposal: For Approval of the Proposal for Distribution of 2025 Profits as required by the Company Act.
Proposed by the Board of Directors
Attachment:
Please refer to page 29 of the Handbook for the Statement of Profits Distribution, which has been reviewed by the Audit Committee members of Formosa Petrochemical Corporation and approved by the Board of Directors on March 5, 2026.
Resolution :
10
Discussion Items Proposal 1
Proposal: Amendment to Procedures for Acquisition or Disposal of Assets of the Company. Please discuss and resolve.
Proposed by the Board of Directors
Explanation :
To comply with the requirements provided in the order Jin-Guan-ZhengFa-Zi No. 1140383333 dated July 24, 2025 by the Financial Supervisory Commission, certain articles 28 of Procedures for Acquisition or Disposal of Assets of 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 | Article before Amendment |
Article after Amendment |
Reason for Amendment |
|---|---|---|---|
| Article 28 |
Under any of the following circumstances, where the Company acquires or disposes of assets shall publicly announce and report the relevant information on the securities competent authority's designated website in the appropriate format as prescribed by regulations within 2 days commencing immediately from the date of occurrence of the event: |
Under any of the following circumstances, where the Company acquires or disposes of assets shall publicly announce and report the relevant information on the securities competent authority's designated website in the appropriate format as prescribed by regulations within 2 days commencing immediately from the date of occurrence of the event: |
Amended to comply with the order Jin- Guan-Zheng- Fa-Zi No. 1140383333 dated July 24, 2025 by the Financial Supervisory Commission. |
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| 1. Acquisition or disposal of real property from or to a related party, or acquisition or disposal of assets other than real property from or to a related party where the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the Company's total assets, or NT$300 million or more; provided, this shall not apply to trading of government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. 2. Merger, demerger, acquisition, or transfer of shares. 3. Losses from derivatives trading reaching the limits on aggregate losses or |
1. Acquisition or disposal of real property from or to a related party, or acquisition or disposal of assets other than real property from or to a related party where the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the Company's total assets, or NT$300 million or more; provided, this shall not apply to trading of government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. 2. Merger, demerger, acquisition, or transfer of shares. 3. Losses from derivatives trading reaching the limits on aggregate losses or |
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|---|---|---|---|
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| losses on individual contracts set out in the procedures adopted by the Company. 4. Where the type of asset acquired or disposed is equipment/machinery for business use, the trading counterparty is not a related party, and the transaction amountis more than NT$1 billion. 5. Where land is acquired under an arrangement on engaging others to build on the company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and the amount the Company expects to invest in the transaction is |
losses on individual contracts set out in the procedures adopted by the Company. 4. Where the type of asset acquired or disposed is equipment/machinery for business use, the trading counterparty is not a related party, and the transaction amount reaches 5 percent or more of paid-in capital. 5. Where land is acquired under an arrangement on engaging others to build on the company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and the amount the Company expects to invest in the transaction is |
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|---|---|---|---|---|
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| more than NT$500 million. 6. Where an asset transaction other than any of those referred to in the preceding fivesubparagraphs, a disposal of receivables by a financial institution, or an investment in the mainland China area where the transaction amount reaches 20 percent or more of paid-in capital or NT$300 million or more, provided this shall not apply to the following circumstances: (1) Trading of government bonds or foreign government bonds with a sovereign rating not lower than the sovereign rating of the R.O.C. (2) Trading of bonds under repurchase /resale agreements or the subscription or redemption of money market funds issued bydomestic securities |
more than NT$500 million. 6. Transactions in government bonds, ordinary corporate bonds, and general bank debentures without equity characteristics (excluding subordinated debt) traded on securities exchanges or OTC markets, which do not fall under any of the circumstances listed in the proviso of subparagraph 7, and where furthermore the transaction counterparty is not a related party, and the transaction amount reaches 5 percent or more of paid-in capital. 7. Where an asset transaction other than any of those referred to in the preceding six subparagraphs, a disposal of |
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|---|---|---|---|---|
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| investment trust enterprises. (below omitted) |
receivables by a financial institution, or an investment in the mainland China area where the transaction amount reaches 20 percent or more of paid-in capital or NT$300 million or more, provided this shall not apply to the following circumstances: (1) Trading of government bonds or foreign government bonds with a sovereign rating not lower than the sovereign rating of the R.O.C. (2) Trading of bonds under repurchase /resale agreements or the subscription or redemption of money market funds issued by domestic securities investment trust enterprises. (below omitted) |
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|---|---|---|---|
Resolution :
15
Discussion Items Proposal 2
Proposal: To approve the proposal to release the Company's Directors from non-competition restrictions. Please discuss and resolve.
Proposed by the Board of Directors
Explanation :
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Pursuant to Article 209 of the Company Act, a director who engages in any conduct within the scope of the company’s business, either for themselves or on behalf of others, shall explain the essential contents of such conduct to the shareholders' meeting and obtain its approval.
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Ms. Ruey-Yu Wang, a director of the Company, has served as the Chairman of National Petroleum Co., Ltd. since December 8, 2025. Given that the business scope of the aforementioned company partially overlaps with that of the Company, it is proposed—under the premise that the Company’s interests are not compromised—to request the Shareholders' Meeting to release the non-competition restrictions on Ms. Wang in accordance with Article 209 of the Company Act.
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The proposal is hereby submitted for discuss and resolve.
Resolution :
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English Translation of Consolidated Financial Statements Originally Issued in Chinese
FORMOSA PETROCHEMICAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND DECEMBER 31, 2024
(Expressed in Thousands of Dollars)
| ASSETS | Notes | December 31, 2025 | December 31, 2024 |
|---|---|---|---|
| CURRENT ASSETS Cash and cash equivalents Financial assets at fair value through profit or loss -currentFinancial assets at fair value through other comprehensive income -currentFinancial assets for hedging -currentNotes receivable, net Notes receivable due from related parties, net Accounts receivable, net Accounts receivable due from related parties, net Finance lease receivables, net Other receivables (including from related parties) Current tax assets Inventories Prepayments Other current assets Total current assets NONCURRENT ASSETS Financial assets at fair value through other comprehensive income-non-current Financial assets for hedging-non-current Investments accounted for using the equity method Property, plant and equipment Mineral resources Right-of-use assets Investment property Deferred tax assets Long-term finance lease receivable, net Other non-current assets, others Total non-current assets TOTAL ASSETS |
4 & 6(1) & 12 4 & 6(2) & 12 4 & 6(3) & 12 4 & 6(4) & 12 4 & 6(5) & 12 4 & 6(5) & 7 & 12 4 & 6(5) & 12 4 & 6(5) & 7 & 12 4 & 6(19) & 7 & 12 7 & 12 & 13 4 & 6(23) 4 & 6(6) 6(7) 8 4 & 6(3) & 12 4 & 6(4) & 12 4 & 6(8) 4 & 6(9) & 7 4 4 & 6(19) & 7 4 & 6(10) 4 & 6(23) 4 & 6(19) & 7 & 12 6(11) |
$47,523,942 1,849,655 74,552,833 77,055 140 1,569,914 25,090,403 17,918,346 12,315 6,833,365 639,619 65,290,907 14,892,314 796,074 |
$22,987,569 1,846,201 26,379,548 9,712 140 1,905,376 23,882,235 20,620,730 1,997,798 6,576,609 758,531 77,546,460 22,193,390 609,635 |
| 257,046,882 | 207,313,934 | ||
| 17,010,078 - 35,338,671 85,841,722 2,204,548 3,373,624 394,859 3,250,416 102,841 11,897,835 |
17,226,256 15,710 36,845,272 87,534,779 2,404,007 3,741,754 398,020 3,466,850 115,156 12,137,911 |
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| 159,414,594 | 163,885,715 | ||
| $416,461,476 | $371,199,649 |
The accompanying notes are an integral part of the financial statements.
(Forward)
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English Translation of Consolidated Financial Statements Originally Issued in Chinese FORMOSA PETROCHEMICAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (continued)
DECEMBER 31, 2025 AND DECEMBER 31, 2024
(Expressed in Thousands of Dollars)
| LIABILITIES AND EQUITY | Notes | December 31, 2025 | December 31, 2024 |
|---|---|---|---|
| CURRENT LIABILITIES Short-term loans Financial liabilities for hedging-current Contract liabilities-current Notes payable Accounts payable Accounts payable to related parties Other payables Other payables to related parties Current tax liabilities Current lease liabilities Current portion of long-term liabilities Other current liabilities, others Total current liabilities NONCURRENT LIABILITIES Financial liabilities for hedging -non-currentBonds payable Long-term loans Deferred tax liabilities Non-current lease liabilities Defined benefit pension liability Other non-current liabilities, others Total non-current liabilities TOTAL LIABILITIES EQUITY Capital stock Common stock Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Non-controlling interests TOTAL EQUITY TOTAL LIABILITIES AND EQUITY |
6(12) & 12 4 & 6(4)& 12 4 & 6(17) 12 12 7 & 12 12 7 & 12 4 & 6(23) 4 & 6(19) & 7 & 12 6(13) & 6(14) & 12 4 & 9 4 & 6(4) & 12 6(13) & 12 6(14) & 12 4 & 6(23) 4 & 6(19) & 7 & 12 4 & 6(15) 6(16) 6(16) |
$107,804 22,748 86,716 3,092 9,970,466 2,823,356 13,196,217 332,312 2,435,829 1,058,021 8,725,000 535,743 |
$6,781,361 61,984 72,588 5,615 8,033,128 3,527,646 15,459,011 357,976 40,337 1,113,193 10,250,000 230,026 |
| 39,297,304 | 45,932,865 | ||
| 58,508 8,100,000 725,000 92,799 2,411,495 4,316,608 214,725 |
51,135 14,950,000 464,670 104,828 2,779,107 4,429,990 240,409 |
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| 15,919,135 | 23,020,139 | ||
| 55,216,439 | 68,953,004 | ||
| 95,259,597 | 95,259,597 | ||
| 31,424,987 | 31,422,485 | ||
| 82,136,967 4,470,033 94,008,694 |
81,515,335 3,033,784 87,165,612 |
||
| 180,615,694 | 171,714,731 | ||
| 48,491,810 5,452,949 |
(1,436,249) 5,286,081 |
||
| 361,245,037 | 302,246,645 | ||
| $416,461,476 | $371,199,649 |
The accompanying notes are an integral part of the financial statements.
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English Translation of Consolidated Financial Statements Originally Issued in Chinese FORMOSA PETROCHEMICAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in Thousands of Dollars, Except for Earnings per Share)
| OPERATING REVENUES OPERATING COSTS GROSS PROFIT OPERATING EXPENSES Selling and marketing General and administrative Research and development Expected credit losses (gains) Total operating expenses OPERATING INCOME(LOSS) NON-OPERATING INCOME AND EXPENSES Interest income Other income Other gains and losses Financial costs using the equity method Total non-operating income and expenses INCOME BEFORE INCOME TAX INCOME TAX EXPENSE NET INCOME OTHER COMPREHENSIVE INCOME (LOSS) Items that will not be reclassified to profit or loss Remeasurements of defined benefit plans Unrealized gains (losses) from equity instruments investments measured at fair value through other comprehensive income Share of other comprehensive income of associates and joint ventures accounted for using equity method Income tax (benefit) expense relating to items that will not be reclassified Items that may be reclassified subsequently to profit or loss Exchange differences arising from translation of foreign operations Gains (losses) on hedging instrument Share of other comprehensive income of associates and joint ventures accounted for using the equity method Income tax (benefit) expense relating to items that may be reclassified Total other comprehensive income (loss) for the period, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE PERIOD NET INCOME (LOSS) ATTRIBUTABLE TO: Shareholders of the parent Non-controlling interests TOTAL COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO: Shareholders of the parent Non-controlling interests EARNINGS PER SHARE (NTD) Earnings per share -basic/dilutedContinuing operating income before tax Net Income Share of profit or loss of associates and joint ventures accounted for |
Notes | For the Year Ended December 31, 2025 |
For the Year Ended December 31, 2024 |
|---|---|---|---|
| 4 & 6(17) & 7 4 & 6(6) & 6(20) & 7 4 & 6(15) & 6(18) & 6(20) & 7 6(21) & 7 6(21) & 7 6(21) & 7 6(21) & 7 4 & 6(8) 4 & 6(23) 6(8) & 6(22) 6(24) |
$626,159,096 604,090,793 |
$663,823,047 653,509,262 |
|
| 22,068,303 | 10,313,785 | ||
| 5,913,928 4,924,817 351,091 (479) |
5,889,140 4,726,959 373,166 (24,045) |
||
| 11,189,357 | 10,965,220 | ||
| 10,878,946 | (651,435) | ||
| 944,389 2,477,819 (352,515) (468,191) (768,228) |
946,352 2,667,873 2,772,752 (524,166) 1,355,734 |
||
| 1,833,274 | 7,218,545 | ||
| 12,712,220 2,837,415 |
6,567,110 756,225 |
||
| 9,874,805 | 5,810,885 | ||
| 78,265 56,197,465 1,269,621 15,653 (732,831) 78,210 (499,897) 1,806 |
206,154 (28,060,014) 92,233 41,231 1,121,767 (131,169) 825,533 (6,017) |
||
| 56,373,374 | (25,980,710) | ||
| $66,248,179 | $(20,169,825) | ||
| $9,875,335 (530) |
$5,970,918 (160,033) |
||
| $9,874,805 | $5,810,885 | ||
| $66,449,790 (201,611) |
$(20,322,274) 152,449 |
||
| $66,248,179 | $(20,169,825) | ||
| $1.32 | $0.71 | ||
| $1.04 | $0.63 |
The accompanying notes are an integral part of the financial statements.
19
| Unrealized gains (losses) from Equity Instruments Foreign Investments measured Currency at Fair Value Gains (losses) Total Non-controlling Total Common Capital Legal Special Unappropriated Translation through Other on Hedging Parent New Taiwan Dollars Stock Surplus Reserve Reserve Earnings Reserve Comprehensive Income Instruments Equity Interests Equity Other Component of Equity Retained Earnings English Translation of Consolidated Financial Statements Originally Issued in Chinese FORMOSA PETROCHEMICAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (Expressed in Thousands of Dollars) Equity Attributable to Shareholders of the Parent |
Balance as of January 1, 2024 $95,259,597 $31,422,014 $79,317,142 $3,033,784 $102,199,400 $465,272 $24,602,148 $34,929 $336,334,286 $4,883,912 $341,218,198 Appropriation of 2023 earnings: Legal reserve - - 2,198,193 - (2,198,193) - - - - - - Cash dividends - - - - (19,051,919) - - - (19,051,919) - (19,051,919) Other change in capital surplus: Other changes in capital surplus - 471 - - - - - - 471 - 471 Net income (loss) for the year ended December 31, 2024 - - - - 5,970,918 - - - 5,970,918 (160,033) 5,810,885 Other comprehensive income (loss) for the year ended December 31, 2024 - - - - 170,913 1,634,929 (27,973,882) (125,152) (26,293,192) 312,482 (25,980,710) Total comprehensive income (loss) - - - - 6,141,831 1,634,929 (27,973,882) (125,152) (20,322,274) 152,449 (20,169,825) Increase (decrease) in non-controlling interests - - - - - - - - - 249,720 249,720 Disposal of equity instruments investments designated at fair value through other comprehensive income - - - - 74,493 - (74,493) - - - - Balance as of December 31, 2024 $95,259,597 $31,422,485 $81,515,335 $3,033,784 $87,165,612 $2,100,201 $(3,446,227) $(90,223) $296,960,564 $5,286,081 $302,246,645 Balance as of January 1, 2025 $95,259,597 $31,422,485 $81,515,335 $3,033,784 $87,165,612 $2,100,201 $(3,446,227) $(90,223) $296,960,564 $5,286,081 $302,246,645 Appropriation of 2024 earnings: Legal reserve - - 621,632 - (621,632) - - - - - - Special reserve - - - 1,436,249 (1,436,249) - - - - - - Cash dividends - - - - (7,620,768) - - - (7,620,768) - (7,620,768) Other changes in capital surplus: Changes in equity of associates and joint ventures accounted for using equity method - 2,161 - - - - - - 2,161 - 2,161 Other changes in capital surplus - 341 - - - - - - 341 - 341 Net income (loss) for the year ended December 31, 2025 - - - - 9,875,335 - - - 9,875,335 (530) 9,874,805 Other comprehensive income (loss) for the year ended December 31, 2025 - - - - 67,063 (1,031,504) 57,462,492 76,404 56,574,455 (201,081) 56,373,374 Total comprehensive income (loss) - - - - 9,942,398 (1,031,504) 57,462,492 76,404 66,449,790 (201,611) 66,248,179 Increase (decrease) in non-controlling interests - - - - - - - - - 368,479 368,479 Disposal of equity instruments investments designated at fair value through other comprehensive income - - - - 6,579,333 - (6,579,333) - - - - Balance as of December 31, 2025 $95,259,597 $31,424,987 $82,136,967 $4,470,033 $94,008,694 $1,068,697 $47,436,932 $(13,819) $355,792,088 $5,452,949 $361,245,037 The accompanying notes are an integral part of the financial statements. |
|---|---|
20
English Translation of Consolidated Financial Statements Originally Issued in Chinese
FORMOSA PETROCHEMICAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in Thousands of Dollars)
| ASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments to reconcile net income before tax to net cash provided by operating activities: Depreciation and depletion Amortization Net loss (gain) on financial assets or liabilities at fair value through profit or loss Interest expense Interest income Dividends income Share of loss (profit) of associates and joint ventures accounted for using equity method Loss (gain) on disposal of property, plant and equipment Loss (gain) on disposal of investment properties Loss (gain) on disposal of other assets Loss (gain) on disposal of investments accounted for using equity method Impairment loss on non-financial assets Reversal of impairment loss on non-financial assets Other adjustments- (gain) loss on lease modifications Changes in operating assets and liabilities: (Increase) decrease in notes receivable (including related parties) (Increase) decrease in accounts receivable (including related parties) (Increase) decrease in other receivables (including related parties) (Increase) decrease in inventories (Increase) decrease in prepayments (Increase) decrease in other current assets Increase (decrease) in contract liabilities Increase (decrease) in notes payable Increase (decrease) in accounts payable (including related parties) Increase (decrease) in other payables Increase (decrease) in other current liabilities Increase (decrease) in defined benefit pension liability, net Cash from operating activities Income taxes received (paid) Net cash provided by (used in) operating activities |
For the Year Ended December 31, 2025 |
For the Year Ended December 31, 2024 |
|---|---|---|
| $12,712,220 11,199,288 1,963,718 (3,454) 468,191 (944,389) (407,644) 768,228 (8,554) 3,390 - 33,771 30,391 (3,721) 2,818 335,462 1,494,216 (654,998) 12,257,841 5,213,727 (126,672) 14,128 (2,523) 1,233,048 (2,220,652) 305,717 (35,117) |
$6,567,110 11,373,173 1,594,212 (204,603) 524,166 (946,352) (511,487) (1,355,734) 89,451 (8,586) 4,412 - 11,152 (15,197) 89 1,949,662 457,577 505,206 (888,730) 974,997 132,290 5,340 671 (6,396,739) (740,663) (64,730) (4,435) |
|
| 43,628,430 | 13,052,252 | |
| (136,065) | (3,849,862) | |
| 43,492,365 | 9,202,390 |
CASH FLOWS FROM OPERATING ACTIVITIES
The accompanying notes are an integral part of the financial statements.
(Forward)
21
English Translation of Consolidated Financial Statements Originally Issued in Chinese FORMOSA PETROCHEMICAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in Thousands of Dollars)
| CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of financial assets at fair value through other comprehensive income Proceeds from disposal 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 the equity method Proceeds from disposal of investments accounted for using the equity method Acquisition of property, plant and equipment: Cost paid Interest paid Proceeds from disposal of property, plant and equipment Decrease in other receivables -due from affiliatesProceeds from disposal of investment property Decrease in long-term lease receivables Increase in other financial assets Decrease in other financial assets Increase in other non-current assets Interests received Dividends received Other investing activities Net cash provided by (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase in short-term loans Decrease in short-term loans Increase in short-term notes and bills payable Decrease in short-term notes and bills payable Repayment of bonds (including current portion) Proceeds from long-term loans Repayment of long-term loans Decrease in other payables to related parties Payments of lease liabilities Decrease in other non-current liabilities Cash dividends paid Interest paid Change in non-controlling interests Net cash provided by (used in) financing activities EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD CASH AND CASH EQUIVALENTS, END OF PERIOD |
For the Year Ended December 31, 2025 |
For the Year Ended December 31, 2024 |
|---|---|---|
| (90,000) 8,293,649 19,562 - 935,478 (6,473,419) (14,676) 16,516 422,487 3,492 1,898,652 (59,767) - (1,723,515) 920,144 965,800 (126,299) |
- 92,470 3,484 (2,569,073) - (9,483,021) (683) 13,719 3,971,470 32,630 342,633 - 8,365 (2,604,262) 988,700 2,240,073 (1,240,587) |
|
| 4,988,104 | (8,204,082) | |
| - (6,673,557) - - (5,250,000) 1,510,330 (4,375,000) (25,664) (1,215,351) (25,343) (7,619,482) (511,619) 368,479 |
6,667,024 - 4,000,000 (4,000,000) (5,650,000) 3,464,670 - (112,875) (1,223,230) (17,575) (19,051,842) (521,901) 249,720 |
|
| (23,817,207) (126,889) |
(16,196,009) 278,717 |
|
| 24,536,373 22,987,569 |
(14,918,984) 37,906,553 |
|
| $47,523,942 | $22,987,569 |
The accompanying notes are an integral part of the financial statements.
22
English Translation of Financial Statements Originally Issued in Chinese FORMOSA PETROCHEMICAL CORPORATION PARENT COMPANY ONLY BALANCE SHEETS
DECEMBER 31, 2025 AND DECEMBER 31, 2024
(Expressed in Thousands of Dollars)
| ASSETS | Notes | December 31, 2025 | December 31, 2024 |
|---|---|---|---|
| CURRENT ASSETS Cash and cash equivalents Financial assets at fair value through profit or loss -currentFinancial assets at fair value through other comprehensive income -currentFinancial assets for hedging -currentNotes receivable due from related parties, net Accounts receivable, net Accounts receivable due from related parties, net Finance lease receivables, net Other receivables (including from related parties) Current tax assets Inventories Prepayments Other current assets Total current assets NONCURRENT ASSETS Financial assets at fair value through other comprehensive income -non-currentFinancial assets for hedging-non-current Investments accounted for using equity method Property, plant and equipment Right-of-use assets Investment property, net Deferred tax assets Long-term finance lease receivables, net Other non-current assets, others TOTAL ASSETS Total non-current assets |
4 & 6(1) & 12 4 & 6(2) & 12 4 & 6(3) & 12 4 & 6(4) & 12 4 & 6(5) & 7 & 12 4 & 6(5) & 12 4 & 6(5) & 7 & 12 4 & 6(19) & 7 & 12 7 & 12 & 13 4 & 6(23) 4 & 6(6) 6(7) 8 4 & 6(3) & 12 4 & 6(4) 4 & 6(8) 4 & 6(9) & 7 4 & 6(19) & 7 4 & 6(10) 4 & 6(23) 4 & 6(19) & 7 & 12 6(11) |
$41,527,399 1,849,655 74,202,750 77,055 1,569,914 24,963,812 19,138,836 12,315 6,868,973 638,578 64,999,098 14,582,754 541,559 |
$18,884,160 1,846,201 25,765,966 9,712 1,905,376 23,743,959 21,850,566 12,011 6,542,169 757,944 77,281,454 21,979,851 321,915 |
| 250,972,698 | 200,901,284 | ||
| 16,910,920 - 51,209,251 73,121,491 79,814 394,859 2,990,172 102,841 10,476,014 |
17,097,487 15,710 52,635,195 75,994,874 97,963 398,020 3,194,386 115,156 10,705,467 |
||
| 155,285,362 | 160,254,258 | ||
| $406,258,060 | $361,155,542 |
The accompanying notes are an integral part of the financial statements.
(Forward)
23
English Translation of Financial Statements Originally Issued in Chinese FORMOSA PETROCHEMICAL CORPORATION
PARENT COMPANY ONLY BALANCE SHEETS (continued)
DECEMBER 31, 2025 AND DECEMBER 31, 2024
(Expressed in Thousands of Dollars)
| LIABILITIES AND EQUITY | Notes | December 31, 2025 | December 31, 2024 |
|---|---|---|---|
| CURRENT LIABILITIES Short-term loans Financial liabilities for hedging -currentContract liabilities -currentNotes payable Accounts payable Accounts payable to related parties Other payables Other payables to related parties Current tax liabilities Current lease liabilities Current portion of long-term liabilities Other current liabilities, others Total current liabilities NONCURRENT LIABILITIES Financial liabilities for hedging -non-currentBonds payable Deferred tax liabilities Non-current lease liabilities Defined benefit pension liability Other non-current liabilities, others Total non-current liabilities TOTAL LIABILITIES EQUITY Capital stock Common stock Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity TOTAL EQUITY TOTAL LIABILITIES AND EQUITY |
6(12) & 12 4 & 6(4) & 12 4 & 6(17) 12 12 7 & 12 12 7 & 12 4 & 6(23) 4 & 6(19) & 7 & 12 6(13) & 6(14) & 12 4 & 9 4 & 6(4) & 12 6(13) & 12 4 & 6(23) 4 & 6(19) & 7 & 12 4 & 6(15) 6(8) 6(16) |
$18,804 5,653 27,097 3,092 9,845,023 2,823,356 13,122,156 332,312 2,377,478 22,197 8,725,000 460,099 |
$6,728,443 - 8,390 5,615 8,022,327 3,527,646 15,451,470 357,976 - 20,057 10,250,000 168,368 |
| 37,762,267 | 44,540,292 | ||
| 36,952 8,100,000 42,852 65,058 4,267,158 191,685 |
- 14,950,000 52,747 85,067 4,349,510 217,362 |
||
| 12,703,705 | 19,654,686 | ||
| 50,465,972 | 64,194,978 | ||
| 95,259,597 | 95,259,597 | ||
| 31,424,987 | 31,422,485 | ||
| 82,136,967 4,470,033 94,008,694 |
81,515,335 3,033,784 87,165,612 |
||
| 180,615,694 | 171,714,731 | ||
| 48,491,810 | (1,436,249) | ||
| 355,792,088 | 296,960,564 | ||
| $406,258,060 | $361,155,542 |
The accompanying notes are an integral part of the financial statements.
24
English Translation of Financial Statements Originally Issued in Chinese FORMOSA PETROCHEMICAL CORPORATION
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in Thousands of Dollars, Except for Earnings per Share)
| OPERATING REVENUES OPERATING COSTS GROSS PROFIT OPERATING EXPENSES Selling and marketing General and administrative Research and development Expected credit losses (gains) Total operating expenses OPERATING INCOME NON-OPERATING INCOME AND EXPENSES Interest income Other income Other gains and losses Financial costs Share of profit or loss of subsidiaries, associates and joint ventures accounted for using the equity method Total non-operating income and expenses INCOME BEFORE INCOME TAX INCOME TAX EXPENSE NET INCOME OTHER COMPREHENSIVE INCOME (LOSS) Items that will not be reclassified to profit or loss Remeasurements of defined benefit plans Unrealized gains (losses) from equity instruments investments measured at fair value through other comprehensive income Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for using equity method Income tax (benefit) expense relating to items that will not be reclassified Items that may be reclassified subsequently to profit or loss Gains (losses) on hedging instrument Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for using equity method Income tax (benefit) expense relating to items that may be reclassified Total other comprehensive income (loss) for the period, net of income tax TOTAL COMPREHENSIVE INCOME (LOSS) FOR THE PERIOD EARNINGS PER SHARE (NTD) Earnings per share -basic/dilutedContinuing operating income before tax Net Income |
Notes | For the Year Ended December 31, 2025 |
For the Year Ended December 31, 2024 |
|---|---|---|---|
| 4 & 6(17) & 7 4 & 6(6) & 6(20) & 7 4 & 6(15) & 6(18) & 6(20) & 7 6(21) & 7 6(21) & 7 6(21) & 7 6(21) & 7 4 & 6(8) 4 & 6(23) 6(8) & 6(22) 6(24) |
$623,414,243 603,108,604 |
$661,405,434 652,737,019 |
|
| 20,305,639 | 8,668,415 | ||
| 4,835,583 4,709,261 351,091 235 |
4,707,800 4,512,375 373,166 (23,157) |
||
| 9,896,170 | 9,570,184 | ||
| 10,409,469 | (901,769) | ||
| 733,343 2,323,171 (272,743) (408,170) (172,682) |
715,051 2,447,941 3,238,908 (451,974) 1,694,855 |
||
| 2,202,919 | 7,644,781 | ||
| 12,612,388 2,737,053 |
6,743,012 772,094 |
||
| 9,875,335 | 5,970,918 | ||
| 75,606 56,461,861 1,007,209 15,121 9,028 (962,322) 1,806 |
200,693 (28,138,801) 175,278 40,139 (30,086) 1,533,846 (6,017) |
||
| 56,574,455 | (26,293,192) | ||
| $66,449,790 | $(20,322,274) | ||
| $1.32 | $0.71 | ||
| $1.04 | $0.63 |
The accompanying notes are an integral part of the financial statements.
25
| Unrealized gains (losses) from Equity Instruments Foreign Investments measured Currency at Fair Value Gains (losses) Total Common Capital Legal Special Unappropriated Translation through Other on Hedging Stock Surplus Reserve Reserve Earnings Reserve Comprehensive Income Instruments Equity Retained Earnings English Translation of Financial Statements Originally Issued in Chinese FORMOSA PETROCHEMICAL CORPORATION PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (Expressed in Thousands of Dollars) Other Components of Equity |
Balance as of January 1, 2024 $95,259,597 $31,422,014 $79,317,142 $3,033,784 $102,199,400 $465,272 $24,602,148 $34,929 $336,334,286 Appropriation of 2023 earnings: Legal reserve - - 2,198,193 - (2,198,193) - - - - Cash dividends - - - - (19,051,919) - - - (19,051,919) Other changes in capital surplus: Other changes in capital surplus - 471 - - - - - - 471 Net income for the year ended December 31, 2024 - - - - 5,970,918 - - - 5,970,918 Other comprehensive income (loss) for the year ended December 31, 2024 - - - - 170,913 1,634,929 (27,973,882) (125,152) (26,293,192) Total comprehensive income (loss) - - - - 6,141,831 1,634,929 (27,973,882) (125,152) (20,322,274) Disposal of equity instruments designated at fair value through other comprehensive income - - - - 74,493 - (74,493) - - Balance as of December 31, 2024 $95,259,597 $31,422,485 $81,515,335 $3,033,784 $87,165,612 $2,100,201 $(3,446,227) $(90,223) $296,960,564 Balance as of January 1, 2025 $95,259,597 $31,422,485 $81,515,335 $3,033,784 $87,165,612 $2,100,201 $(3,446,227) $(90,223) $296,960,564 Appropriation of 2024 earnings: Legal reserve - - 621,632 - (621,632) - - - - Special reserve - - - 1,436,249 (1,436,249) - - - - Cash dividends - - - - (7,620,768) - - - (7,620,768) Other changes in capital surplus: Changes in equity of associates and joint ventures accounted for using equity method - 2,161 - - - - - - 2,161 Other changes in capital surplus - 341 - - - - - - 341 Net income for the year ended December 31, 2025 - - - - 9,875,335 - - - 9,875,335 Other comprehensive income (loss) for the year ended December 31, 2025 - - - - 67,063 (1,031,504) 57,462,492 76,404 56,574,455 Total comprehensive income (loss) - - - - 9,942,398 (1,031,504) 57,462,492 76,404 66,449,790 Disposal of equity instruments designated at fair value through other comprehensive income - - - - 6,579,333 - (6,579,333) - - Balance as of December 31, 2025 $95,259,597 $31,424,987 $82,136,967 $4,470,033 $94,008,694 $1,068,697 $47,436,932 $(13,819) $355,792,088 |
|---|---|
26
English Translation of Financial Statements Originally Issued in Chinese
FORMOSA PETROCHEMICAL CORPORATION
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in Thousands of Dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments to reconcile net income before tax to net cash provided by operating activities: Depreciation and depletion Amortization Net loss (gain) on financial assets or liabilities at fair value through profit or loss Interest expense Interest income Dividends income Share of loss (profit) of subsidiaries, associates and joint ventures accounted for using equity method Loss (gain) on disposal of property, plant and equipment Loss (gain) on disposal of investment property Loss (gain) on disposal of other assets Loss (gain) on disposal of investments accounted for using equity method Reversal of impairment loss on non-financial assets Changes in operating assets and liabilities: (Increase) decrease in notes receivable (including related parties) (Increase) decrease in accounts receivable (including related parties) (Increase) decrease in other receivables (including related parties) (Increase) decrease in inventories (Increase) decrease in prepayments (Increase) decrease in other current assets Increase (decrease) in contract liabilities Increase (decrease) in notes payable Increase (decrease) in accounts payable (including related parties) Increase (decrease) in other payables Increase (decrease) in other current liabilities Increase (decrease) in defined benefit pension liability, net Cash from operating activities Income taxes received (paid) Net cash provided by (used in) operating activities |
For the Year Ended December 31, 2025 |
For the Year Ended December 31, 2024 |
|---|---|---|
| $12,612,388 9,765,707 1,963,718 (3,454) 408,170 (733,343) (397,843) 172,682 (2,699) 3,390 - 33,771 (3,721) 335,462 1,491,877 (734,688) 12,284,644 5,312,909 (144,895) 18,707 (2,523) 1,118,406 (2,287,172) 291,731 (6,746) |
$6,743,012 10,013,915 1,594,212 (204,603) 451,974 (715,051) (499,083) (1,694,855) (6,719) (8,586) 4,412 - (15,197) 1,949,702 434,439 593,890 (941,570) 665,420 123,053 1,969 671 (6,392,909) (738,805) (67,672) (1,950) |
|
| 41,496,478 | 11,289,669 | |
| (62,817) | (3,708,634) | |
| 41,433,661 | 7,581,035 |
The accompanying notes are an integral part of the financial statements.
(Forward)
27
English Translation of Financial Statements Originally Issued in Chinese
FORMOSA PETROCHEMICAL CORPORATION
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS (continued)
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in Thousands of Dollars)
| CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of financial assets at fair value through other comprehensive income Proceeds from disposal 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 the equity method Proceeds from disposal of investments accounted for using the equity method Acquisition of property, plant and equipment: Cost paid Proceeds from disposal of property, plant and equipment Decrease in other receivables -due from affiliatesProceeds from disposal of investment property Decrease in long-term lease receivables Increase in other financial assets Decrease in other financial assets Increase in other non-current assets Interests received Dividends received Other investing activities Net cash provided by (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase in short-term loans Decrease in short-term loans Increase in short-term notes and bills payable Decrease in short-term notes and bills payable Repayments of bonds (including current portion) Proceeds from long-term loans Repayments of long-term loans Decrease in other payables to related parties Payments of lease liabilities Decrease in other non-current liabilities Cash dividends paid Interest paid Net cash provided by (used in) financing activities NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD CASH AND CASH EQUIVALENTS, END OF PERIOD |
For the Year Ended December 31, 2025 |
For the Year Ended December 31, 2024 |
|---|---|---|
| (90,000) 8,264,935 19,562 (572,400) 935,478 (4,793,219) 7,798 422,487 3,492 12,011 (74,749) - (1,734,265) 718,740 1,318,451 - |
- - 3,484 (3,071,702) - (8,539,563) 13,396 3,971,470 32,630 11,716 - 1,764 (2,710,601) 739,842 2,636,007 2,613 |
|
| 4,438,321 | (6,908,944) | |
| - (6,709,639) - - (5,250,000) 1,250,000 (4,375,000) (25,664) (22,024) (25,336) (7,619,482) (451,598) |
6,616,862 - 4,000,000 (4,000,000) (5,650,000) 3,000,000 - (112,875) (64,931) (21,422) (19,051,842) (449,709) |
|
| (23,228,743) | (15,733,917) | |
| 22,643,239 18,884,160 |
(15,061,826) 33,945,986 |
|
| $41,527,399 | $18,884,160 |
The accompanying notes are an integral part of the financial statements.
28
Formosa Petrochemical Corporation Statement of Profits Distribution For the year of 2025
Unit : NT$
| For the year of 2025 | For the year of 2025 | Unit : NT$ |
|---|---|---|
| Items | Amount | |
| Available for Distribution: | 77,486,962,433 9,875,334,689 6,646,396,392 1,436,249,002 |
|
| (1) Unappropriated retained earnings ofpreviousyears | ||
| (2) Netprofit after tax of currentyear | ||
| (3) Other comprehensive income transferred to unappropriated retained earnings of current year (4) Adjustment |
||
| Total | 95,444,942,516 | |
| Distribution Items: | 1,652,173,108 11,431,151,582 82,361,617,826 |
|
| (1) Appropriation of legal reserve | ||
| (2) Distribution of dividends and bonus in cash ($1.2 per share) |
||
| (3) Unappropriated retained earnings carried forward to nextyear |
||
| Total | 95,444,942,516 | |
| Explanation | 1. The Paid-in capital is $95,259,596,520 and the outstanding shares are 9,525,959,652. 2. According to Article 22 of Articles of incorporation of the Company, the proposal of cash dividends distribution is authorized to the resolution of the board members and report to the shareholder’s meeting. 3. The Company plans to distribute dividends of $1.2 per share for current year, all are cash dividends. While the distribution of cash dividends to each individual shareholder is less than 1 dollar, the distribution will be rounded to the nearest dollar. 4. The Company distributes dividends and bonus for a total of $11,431,151,582; all of which are from net profit after tax of 2025. 5. Other comprehensive income transferred to unappropriated earnings of current year is due to a re-measurement of the actuarial pension adjustment, the disposal of equity instruments at fair value through other comprehensive income. 6. The adjustment represents the special reserve previously set aside from the net deduction of other equity items for the year 2024 in accordance with Financial Supervisory Commission Letter No. 1090150022. As the net deduction has returned to a positive balance in the current period, the corresponding amount is being transferred to the current period's undistributed earnings. |
29
Independent Auditors’ Report Translated from Chinese
To the Board of Directors and Stockholders of Formosa Petrochemical Corporation
Opinion
We have audited the accompanying consolidated balance sheets of Formosa Petrochemical Corporation (the “Company”) and its subsidiaries as of December 31, 2025 and 2024, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2025 and 2024, and notes to the consolidated financial statements, including the summary of material accounting policies (together “the consolidated financial statements”).
In our opinion, based on our audits and the reports of the other auditors (please refer to the Other Matter – Making Reference to the Audits of Other Auditors section of our report), the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company and its subsidiaries as of December 31, 2025 and 2024, and their consolidated financial performance and cash flows for the years ended December 31, 2025 and 2024, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed by Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of 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 and its subsidiaries in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on our audits and the reports of the other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
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Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of 2025 consolidated financial statements. 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.
Revenue recognition
Revenue is primarily driven by refining and sales of petroleum. The Company recognized operating revenues of NT$626,159,096 thousand during 2025, which was a significant and material amount in terms of financial performance and earning distribution. Therefore, revenue recognition is determined as a key audit matter.
The audit procedures we performed regarding revenue recognition included but not limited to: evaluate the appropriateness of the accounting policies for revenue recognition; understand the transaction process and perform tests of control on the effectiveness of control points; inspect the terms of transaction to ensure obligation of customers contract ; the appropriate timing of revenue recognition; obtain confirmation letter on revenue from the Company’s and its subsidiaries’ top 10 customers that are related parities; understand nature and rationality of transactions with the Company’s and its subsidiaries’ newly added top 10 customers, inspect the source document and proof of the accounts receivable collection, and confirm that the remitters match the customers; for a period before and after the balance sheet date, select significant sales and sales return transactions and inspect the supporting document to ensure proper cut off.
We also consider the appropriateness of the revenue disclosure included in note 4 and note 6(17) of the notes to the consolidated financial statements.
Valuation of inventories
As of December 31, 2025, the inventories amounted to NT$65,290,907 thousand, representing 16% of total assets, which was significant to the financial statements. Inventories consists of raw materials, finished goods and work in process which were measured at the lower of cost or net realizable value. As the fluctuation of material prices such as crude oil, could lead to value fluctuation of inventories, resulting in complex calculation of measurement of the lower of cost or net realizable value, therefore, valuation of inventories is identified as a key audit matter.
The audit procedures we performed regarding inventories valuation included but not limited to: evaluate the appropriateness of the accounting policies for inventories valuation; understand the transaction process and perform tests of control on the effectiveness of control points; inspect yearend inventory counting plan and observe the physical inventory count to verify the accuracy of inventory volume; test that inventory pricing correctly used weighted average method; perform tests on the net realizable value used by the management to verify its accuracy.
We also consider the appropriateness of inventories disclosure included in note 4 and note 6(6) of the notes to the consolidated financial statements.
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Other Matter – Making Reference to the Audits of Other Auditors
We did not audit the financial statements of certain associates and joint ventures accounted for under the equity method whose statements are based solely on the reports of the other auditors. These associates and joint ventures under equity method amounted to NT$6,985,692 thousand and NT8,417,237 thousand, both representing 2% of consolidated total assets as of December 31, 2025 and 2024. The related shares of profit or loss of the associates and joint ventures under the equity method amounted to NT$(157,638) thousand and NT$(81,651) thousand, both representing (1)% of the consolidated net income before tax for the years ended December 31, 2025 and 2024, and the related shares of other comprehensive income (loss) from the associates and joint ventures under the equity method amounted to NT$70,979 thousand and NT$200,409 thousand, representing 0% and (1)% of the consolidated other comprehensive income for the years ended December 31, 2025 and 2024, respectively.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed by 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 ability to continue as a going concern of the Company and its subsidiaries, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company and its subsidiaries or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including audit committee, are responsible for overseeing the financial reporting process of the Company and its subsidiaries.
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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 auditing standards 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 the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
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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 internal control of the Company and its subsidiaries.
-
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 ability to continue as a going concern of the Company and its subsidiaries. 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 Company and its subsidiaries to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the accompanying notes, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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- Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company and its subsidiaries 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.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2025 consolidated financial statements and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
We have audited and expressed an unqualified opinion including an Other Matter Paragraph on the parent company only financial statements of the Company as of and for the years ended December 31, 2025 and 2024.
Chang, Cheng Tao Huang, Chien Che Ernst & Young, Taiwan March 5, 2026
Notice to Readers
The accompanying consolidated financial statements are intended only to present the financial position, results of operations and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China. Accordingly, the accompanying consolidated financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or Standards on Auditing of the Republic of China, and their applications in practice. As the financial statements are the responsibility of the management, Ernst & Young cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
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Independent Auditors’ Report Translated from Chinese
To the Board of Directors and Stockholders of Formosa Petrochemical Corporation
Opinion
We have audited the accompanying parent company only balance sheets of Formosa Petrochemical Corporation (the “Company”) as of December 31, 2025 and 2024, and the related parent company only statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2025 and 2024, and notes to the parent company only financial statements, including the summary of significant accounting policies.
In our opinion, based on our audits and the reports of other auditors (please refer to the Other Matter – Making Reference to the Audits of O ther Auditors section of our report), the parent company only financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and their financial performance and cash flows for the years ended December 31, 2025 and 2024, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on our audits and the reports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of 2025 parent company only financial statements. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
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Revenue recognition
Revenue is primarily driven by refining and sales of petroleum. The Company recognized operating revenues of NT$623,414,243 thousand during 2025, which was a significant and material amount in terms of financial performance and earning distribution. Therefore, revenue recognition is determined as a key audit matter.
The audit procedures we performed regarding revenue recognition included but not limited to: evaluate the appropriateness of the accounting policies for revenue recognition; understand the transaction process and perform tests of control on the effectiveness of control points; inspect the terms of transaction to ensure obligation of customers contract; the appropriate timing of revenue recognition; obtain confirmation letter on revenue from the Company’s top 10 customers that are related parities; understand nature and rationality of transactions with the Company’s newly added top 10 customers, inspect the source document and proof of the accounts receivable collection, and confirm that the remitters match the customers; for a period before and after the balance sheet date, select significant sales and sales return transactions and inspect the supporting document to ensure proper cut off.
We also consider the appropriateness of the revenue disclosure included in note 4 and note 6(17) of the notes to the parent company only financial statements.
Valuation of inventories
As of December 31, 2025, the inventories amounted to NT$64,999,098 thousand, representing 16% of total assets, which was significant to the financial statements. Inventories consists of raw materials, finished goods and work in process which were measured at the lower of cost or net realizable value. As the fluctuation of material prices such as crude oil could lead to value fluctuation of inventories, resulting in complex calculation of measurement of the lower of cost or net realizable value, therefore, valuation of inventories is identified as a key audit matter.
The audit procedures we performed regarding inventories valuation included but not limited to: evaluate the appropriateness of the accounting policies for inventories valuation; understand the transaction process and perform tests of control on the effectiveness of control points; inspect yearend inventory counting plan and observe the physical inventory count to verify the accuracy of inventory volume; test that inventory pricing correctly used weighted average method; perform tests on the net realizable value used by the management to verify its accuracy.
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We also consider the appropriateness of inventories disclosure included in note 4 and note 6(6) of the notes to the parent company only financial statements.
Other Matter – Making Reference to the Audits of Other Auditor
We did not audit the financial statements of certain associates and joint ventures accounted for under the equity method whose statements are based solely on the reports of other auditors. These associates and joint ventures under equity method amounted to NT$6,985,692 thousand and NT$8,417,237 thousand, both representing 2% of parent company total assets as of December 31, 2025 and 2024. The related shares of profit or loss of subsidiaries, associates and joint ventures under the equity method amounted to NT$(157,638) thousand and NT$(81,651) thousand, both representing (1)% of the parent company income before tax for the years ended December 31, 2025 and 2024, and the related shares of other comprehensive income of subsidiaries, associates and joint ventures under the equity method amounted to NT$70,979 thousand and NT$200,409 thousand, representing 0% and (1)% of the parent company other comprehensive income for the years ended December 31, 2025 and 2024, respectively.
Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the ability to continue as a going concern of the Company, 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 audit committee, are responsible for overseeing the financial reporting process of the Company.
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Auditor’s Responsibilities for the Audit of the Parent Company Only Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent company only 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 auditing standards 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 parent company only financial statements.
As part of an audit in accordance with auditing standards, 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 parent company only 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 internal control of the Company.
-
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 ability to continue as a going concern of the Company. 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 parent company only 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.
-
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the accompanying notes, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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- Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only 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.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2025 parent company only financial statements 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.
Chang, Cheng Tao Huang, Chien Che Ernst & Young, Taiwan March 5, 2026
Notice to Readers
The accompanying parent company only financial statements are intended only to present the financial position, results of operations and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such parent company only financial statements are those generally accepted and applied in the Republic of China.
Accordingly, the accompanying parent company only financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or Standards on Auditing of the Republic of China, and their applications in practice. As the financial statements are the responsibility of the management, Ernst & Young cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
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Information regarding the Proposed Employees and Directors’ Compensation to Adopted by the Board of Directors of the Company
- Amounts of employees’ cash compensation, stock compensation, and Directors’ com ensation: p
| Information regarding the Proposed Employees and Directors’ Compensation to Adopted by the Board of Directors of the Company |
Information regarding the Proposed Employees and Directors’ Compensation to Adopted by the Board of Directors of the Company |
|---|---|
| 1. Amounts of employees’ cash compensation, stock compensation, and Directors’ compensation: |
|
| Employees Cash Compensation | NT$2,522,983 |
| 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 2025 Annual Shareholders’ Meeting :
Not applicable since the Company does not propose the stock dividend distribution at the 2025 Annual Shareholders’ Meeting and does not required to prepare financial forecast information.
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Articles of Incorporation of Formosa Petrochemical Corporation
Amended by the Annual Shareholders’ Meeting on May 29, 2025
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Article 1: The Corporation shall be incorporated under the Company Act, and its name shall be FORMOSA PETROCHEMICAL CORPORATION.
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Article 2: The scope of business of the Company shall be as follows:
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B102010 Extraction of Crude Petroleum and Natural Gas
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B601010 Quarrying
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C801010 Basic Chemical Industrial
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C801020 Petrochemical Materials Manufacturing
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C801110 Fertilizer Manufacturing
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C803011 Oil refinery
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C803990 Other Petroleum and coal products Manufacturing
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C901990 Other Non-metallic Mineral Products Manufacturing
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CA02010 Manufacture of Metal Structure and Architectural Components
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D101050 Combined Heat and Power
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D401010 Thermal Energy Supply
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E401010 Dredging industry
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EZ99990 Other Engineering
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F107050 Wholesale of Fertilizer
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F107200 Wholesale of Chemical Feedstock
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F111090 Wholesale of Building Materials
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F112010 Wholesale of Gasoline and Diesel Fuel
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F112020 Wholesale of Coal and Coal Products
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F112040 Wholesale of Petroleum Products
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20.F112060 Airport, Harbor and Industry Port Gasoline Stations
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F113060 Wholesale of Measuring Instruments
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F207200 Retail sale of Chemical Feedstock
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F212011 Gas Stations
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F212021 Fishing Vessel Gas Stations
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F212050 Retail Sale of Petroleum Products
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F401010 International Trade
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F401100 Petroleum Export
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F401151 Petroleum Import
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F401181 Measuring Instruments Import
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G406061 Ship Stevedore Operator
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G801010 Warehousing
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H701040 Specific Area Development
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ID01010 Measuring Instruments Certification
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J101040 Waste Treatment
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J101050 Environmental Testing Services
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J101060 Wastewater (Sewage) Treatment
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JA02051 Weights and Measuring Instruments Repair
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J202010 Industry Innovation and Incubation Services
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39.E903040 Fire Safety Equipment Installation Engineering.
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40.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 Corporation shall have its head office in Yunlin County, Taiwan, and may, pursuant to a resolution adopted at the meeting of the board of directors, set up branch offices in overseas or domestic places.
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Article 4: Public announcements of the Company shall be published in accordance with Article 28 of the Company Act.
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Article 5: The Corporation may guarantee the relevant enterprises. The amount of the Corporation’ transfer investment surpasses 40 percent of the paid-up capital.
Chapter 2 Capital Stock
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Article 6: The total capital stock of the Corporation shall be in the amount of NTD 95,259,596,520, divided into 9,525,959,652 at NTD 10 per share, which are fully issued.
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Article 7: Shares of the Corporation may be issued without share certificate, provided that a securities custodian institution shall be engaged to perform registration.
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Article 8: The registration of stock transfer shall not be processed within 60 days prior to the convening date of a regular shareholders’ meeting, or within 30 days prior to the convening date of a special shareholders’ meeting, or within 5 days prior to the target date fixed by the Corporation for distribution of dividends, bonus or other benefits.
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Article 9: (deleted)
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Article 10: (deleted)
Chapter 3 Shareholders’ Meeting
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Article 11: Meetings of shareholders of the Corporation are of two kinds. A regular meeting shall be held within six months after the close of each fiscal year by the board of directors pursuant to laws. Special meetings shall be convened by laws whenever necessary. The notification and announcement of the shareholders’ meeting shall specify the purpose of the meeting; the notification may process via electronic transmission after the approval of the counterparts.
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Article 12: A shareholder who is unable to attend a shareholders’ meeting may authorize a proxy to attend the meeting by a power of attorney printed by the Corporation duly signed or sealed and setting forth the vested power. In the event any shareholder who has served the Corporation with his or her written ballot hereof later intends to attend the general meetings in person or exercise his or her voting power by means of a written or electronic transmission, he or she shall, at least two days prior to the date of the meeting, serve the Corporation with a separate declaration of intention to revoke his or her previous declaration of intention. Votes by the proxy shall be valid if the relevant shareholder fails to revoke the declaration of intention before the prescribed time.
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Article 13: Each shareholder is entitled to one vote for each share held. But given the circumstances in Article 179 (2) of the Company Act or any other restriction, the shareholder may not have the voting right.
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- Article 14: Except otherwise provided in the Company Act, the resolutions of shareholders’ meeting shall be adopted by a majority vote of the shareholders’ present, who represent more than one-half of the total number of voting shares. Revolutions adopted at a shareholders’ meeting shall be recorded in the minutes of the meeting. The minutes of shareholders' meeting shall record the date and place of the meeting, the name of the chairman, the method of adopting resolutions, and a summary of the essential points of the proceedings and the results of the meeting, which shall be affixed with the signature or seal of the chairman of the meeting. The electronic method may be adopted for the production and distribution of meeting minutes.
The distribution of preceding meeting minutes may be replaced by the announcement made on the MOPS.
Chapter 4 Directors
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Article 15: The Board shall consist of 9 to 15 directors. The election of directors shall be made by the nomination system whereby the shareholders nominate and elect candidates from the candidate list of the directors to a period of three years and may be re-elected.
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Among the aforementioned directors, the number of the independent directors shall be at least three. The method of nomination and election and other matters for compliance with respect to independent directors shall be reviewed and appraised in accordance with relevant rules of the
competent authorities in charge of Company Act and securities affairs.
The Corporation pursuant to Article 14 (4) of the Securities and Exchange Act establishes an audit committee which is composed of all independent directors. The exercise of power and other relevant matters of the audit committee and its members shall comply with the Securities and Exchange Act and other relevant laws and regulations.
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The remunerations of directors of the Corporation shall be proposed and submitted to the board of directors for determination taking into account the extent of the involvement of the business operation and the contribution of the directors and the average remuneration level of the industry.
The Corporation may subscribe for liability insurance for directors with respect to liabilities resulting from the exercise of their duties during their terms of service.
Article 16: The board of directors shall be constituted by directors. A majority vote at a meeting of the Board of Directors attended by over two-thirds of the directors shall elect one of them to become the Chairman of the Board and may elect another person to be the Vice Chairman in accordance with the same manner set forth in the preceding Paragraph. The chairman representing the Corporation.
The Corporation’s board of directors may authorize the chairman to exercise the power of the Board during the period of adjournment except for the matters or the related party transaction governed by the laws or relevant regulations or involved the Corporation’s material profits, which shall be subject to the Board’s resolution. The chairman is authorized with the following power:
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Approving each significant contract.
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Approving real estate mortgage loans and other loans.
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Approving the purchase and sale of the Corporation’s general asset and real estate.
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Appointing directors and supervisors for the transfer investment company.
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Approving the capital increase date or the record date for reverse split and cash dividend payment date.
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Article 17: In case the chairman of the board of directors is on leave or cannot exercise his or her power and authority for any cause, a delegate shall be appointed in compliance with Article 208 of the Company Act.
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Article 18: A director shall attend the directors’ meeting in person. Should a director be unable to attend a meeting, except for those who live in the overseas subject to other regulations in the Company Act, he or she may grant a proxy statement, which specifies the purpose of the meeting and the scope of authorization, appointing another person to attend on his or her behalf. Any appointee shall not act as proxy for more than one director. Any director attends the meeting via video conference shall be deemed to have attended the meeting in person.
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The Corporation shall inform every director the purposes of the meeting 7 days prior to the directors’ meeting. But whenever an emergency happens, the Corporation shall immediately convene the meeting. The notice of directors’ meeting may be sent in the written form, fax or email.
Chapter 5 Managerial Personnel
- Article 19: The Corporation may have several managerial personnel. Appointment, discharge and the remuneration of the managerial personnel shall be in compliance with Article 29 of the Company Act.
Chapter 6 Accounting
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Article 20: At the close of each fiscal year, the reports including (1) Business Report, (2) Financial Report and (3) Proposal of Dividend Distribution or Deficit Compensated shall be prepared by the board of directors. They shall also be submitted to the directors’ meeting for adoption.
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Article 21: If the Corporation has gained profits within a fiscal year, two ten-thousandth and one thousandth of the pretax profits from which the employees’ compensation of the year has been deducted shall be reserved as the employees’ compensation. Of this amount, one in ten thousand to three in ten thousand of the pre-tax earnings before employee compensation shall be specifically allocated for salary adjustments or remuneration distribution to grassroots employees. However, in case of the accumulate losses, certain profits shall first be reserved to cover them.
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The method of determination of the employees’ compensation shall comply with Article 235 (1) of the Company Act.
Article 22: Upon closing of accounts, if there is surplus profit, the Corporation shall first pay the tax, make up the losses for the preceding years and then set aside a legal reserve of 10 percent of the net profit. However, if the statutory surplus reserve has already accumulated to the level of the paid-in capital, then it is not subject to this limitation. The Corporation shall also appropriate special reserve and then dividends whenever necessary. Distribution of surplus and the undistributed surplus of the corresponding period to the shareholders in dividends shall be proposed by the board of directors and is authorized to distribute dividends paid in cash after a resolution has been adopted by a majority vote at a meeting of the board of directors attended by over two-thirds of the total number of directors; and in addition thereto a report of such distribution shall be submitted to the shareholders’ meeting. The dividends paid in stock shall be submitted for the approval in a shareholders’ meeting. The aforementioned special reserve includes:
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Reserve that are designated for specific purposes.
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Investment income recognized under equity method.
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For the recognized net valuation income of financial product transaction, the corresponding amount of the special reserve shall be appropriated for the decreasing amount of the accumulated valuation income. The appropriated special reserve shall not exceed the recognized valuation income.
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Special reserve appropriated in accordance with the laws or regulations.
The Corporation’s business belongs to developed industry. The dividend policy of the Corporation adopts three kinds of method, cash dividend, stock dividend and capital reserve transferred to common stock. The divisible surplus of the fiscal year from which legal reserve and special reserve are
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deducted shall be appropriated at least 50 percent and give priority to cash dividends. The percentage of the combination of capitalization of earnings and capitalization of capital reserve shall not be over the 50 percent of the overall dividends of the year.
Chapter 7 Supplementary Provisions
Article 23: In regard to those matters not provided for in these articles of Incorporation, the Company Act and other relevant laws shall govern.
Article 24: These articles of Incorporation were agreed and signed on March 31st 1992.
The 1st amendment was made on May 12th 1992. The 2nd amendment was made on March 15th 1994. The 3rd amendment was made on April 29th 1995. The 4th amendment was made on April 25th 1996. The 5th amendment was made on June 25th 1997. The 6th amendment was made on April 15th 1998. The 7th amendment was made on April 29th 1999. The 8th amendment was made on May 24th 2000. The 9th amendment was made on June 6th 2001. The 10th amendment was made on June 26th 2002. The 11th amendment was made on May 16th 2003. The 12th amendment was made on December 18th 2003. The 13th amendment was made on June 4th 2004. The 14th amendment was made on May 27th 2005. The 15th amendment was made on June 9th 2006. The 16th amendment was made on May 31st 2007. The 17th amendment was made on May 30th 2008. The 18th amendment was made on June 4th 2009. The 19th amendment was made on June 27th 2010. The 20th amendment was made on June 14th 2012. The 21st amendment was made on June 10th 2013. The 22nd amendment was made on June 10th 2014. The 23rd amendment was made on June 6th 2016. The 24th amendment was made on June 14th 2018. The 25th amendment was made on May 31st, 2022 The 26th amendment was made on June 14th, 2024 The 27th amendment was made on May 29th, 2025
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Procedures for Acquisition or Disposal of Assets of Formosa Petrochemical Corporation
Amended by the Annual Shareholders’ Meeting on May 31, 2022
Chapter 1 General Provisions
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Article 1: When acquiring or disposing of the following assets, Formosa Plastics Corporation (hereinafter referred to as the “Company”) and its subsidiaries shall follow the Procedures for Acquisition or Disposal of Assets (hereinafter referred to as the “Procedures”):
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Investments in stocks, government bonds, corporate bonds, bank debentures, securities representing interest in a fund, depositary receipts, call (put) warrants, beneficial interest securities, asset-backed securities, etc.
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Real property (including land, houses and buildings, investment property) and equipment.
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Memberships.
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Patents, copyrights, trademarks, franchise rights, and other intangible assets.
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Right-of-use assets.
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Claims of financial institutions (including receivables, bills purchased and discounted, loans, and overdue receivables).
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Derivatives.
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Assets acquired or disposed through mergers, demergers, acquisitions, or assignment of shares in accordance with law.
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Other major assets.
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Article 2: The limit amount of investments for non-operating real property or securities (the original investment), by the Company and each subsidiary, shall not exceed 60% of the book value of total assets; for an individual securities investment, the limit amount shall not exceed 50% of the foresaid limit amount, i.e. 30% of the book value of total
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assets.
Article 3: Terms used in these Procedures are defined as follows:
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Derivatives: Forward contracts, options contracts, futures contracts, leverage contracts, swap contracts, and compound contracts combining the above products, whose value is derived from assets, interest rates, foreign exchange rates, indexes or other interests. The term "forward contracts" does not include insurance contracts, performance contracts, post-sale service contracts, long-term leasing contract, and long-term procurement (sales) agreements.
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Assets acquired or disposed through mergers, demergers, acquisitions, or transfer of shares in accordance with law: Refers to assets acquired or disposed through mergers, demergers, or acquisitions conducted under the Business Mergers and Acquisitions Act, Financial Holding Company Act, Financial Institutions Merger Act and other acts, or to transfer of shares from another company through issuance of new shares of its own as the consideration therefor (hereinafter "acquisition of shares") under Article 156, paragraph 8 of the Company Act.
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Related party or subsidiary: As defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
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Professional appraiser: Refers to a real property appraiser or other person duly authorized by law to engage in the value appraisal of real property or equipment.
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Date of occurrence: Refers to the date of contract signing, date of payment, date of consignment trade, date of transfer, dates of Board of Directors resolutions, or other date that can confirm the counterpart and monetary amount of the transaction, whichever date is earlier; provided, for investment for which approval of the competent authority is required, the earlier of the
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- above date or the date of receipt of approval by the competent authority shall apply.
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Mainland China area investment: Refers to investments in the Mainland China area approved by the Ministry of Economic Affairs Investment Commission or conducted in accordance with the provisions of the Regulations Governing Permission for Investment or Technical Cooperation in the Mainland Area.
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Article 4: Professional appraisers and their officers, certified public accounts, attorneys, and securities underwriters that provide the Company with appraisal reports, certified public accountant's opinions, attorney's opinions, or underwriter's opinions in relation to the assets acquired or disposed, shall meet the following requirements:
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May not have previously received a final and unappealable sentence to imprisonment for 1 year or longer for a violation of the Act, the Company Act, the Banking Act of the Republic of China, the Insurance Act, the Financial Holding Company Act, or the Business Entity Accounting Act, or for fraud, breach of trust, embezzlement, forgery of documents, or occupational crime. However, this provision does not apply if 3 years have already passed since completion of service of the sentence, since expiration of the period of a suspended sentence, or since a pardon was received.
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May not be a related party or de facto related party of the Company.
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If the Company is required to obtain appraisal reports from two or more professional appraisers, the different professional appraisers or appraisal officers may not be related parties or de facto related parties of each other.
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Article 5: The procedures for the assessment, determination of transaction terms and conditions, and price of acquiring or disposing of assets by the Company shall be in accordance with the following requirements:
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1. Transactions relating to short-term securities investments and derivatives, which are mentioned in Article 1, should be assessed and executed by the financial department; long-term securities investment should be assessed by the Company’s President Office (“President Office”) and executed by the financial department after the approval; except for the foresaid assets, the other asset transactions should be assessed by the Company’s President Office and executed by the related departments after the approval.
2. The price of transactions described in the preceding paragraph, except which are traded in the centralized securities exchange market or on over-the-counter markets, shall be determined via public bidding, price bidding, or price negotiation based on reference to the market conditions.
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Article 6: Where an acquisition or disposition of assets of the Company shall be approved by the Board of Directors in accordance with the provisions of the Procedures or other relevant laws, the independent directors' opinions specifically expressing dissent or reservations about any matter shall be included in the minutes of the Board of Directors meeting.
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A major asset transaction or a derivatives transaction shall be approved by more than half of all audit committee members and submitted to the Board of Directors for a resolution. If approval of more than half of all audit committee members is not obtained, the procedures may be implemented if approved by more than two-thirds of all Directors, and the resolution of the Audit Committee shall be recorded in the minutes of the Board of Directors meeting.
Chapter 2 Acquisition or Disposal of Assets
- Article 7: In acquiring or disposing of real property or equipment where the transaction amount reaches 20 percent of the company's paid-in capital or NT$300 million or more, the Company, unless transacting with a government institution, engaging
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others to build on its own land, engaging others to build on rented land, or acquiring or disposing of equipment for business use, shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser and shall further comply with the following provisions:
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Where due to special circumstances it is necessary to give a limited price, specified price, or special price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the Board of Directors, and the same procedure shall be followed for any future changes to the terms and conditions of the transaction.
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Where the transaction amount is NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained.
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Where any one of the following circumstances applies with respect to the professional appraiser's appraisal results, unless all the appraisal results for the assets to be acquired are higher than the transaction amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a certified public accountant shall be engaged to perform the appraisal and render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price:
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(1) The discrepancy between the appraisal result and the transaction amount is 20 percent or more of the transaction amount.
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(2) The discrepancy between the appraisal results of two or more professional appraisers is 10 percent or more of the transaction amount.
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No more than 3 months may elapse between the date of the appraisal report issued by a professional appraiser and the contract execution date; provided, where the publicly announced current value for the same period is used and not more than 6 months have elapsed, an
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opinion may still be issued by the original professional appraiser.
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Article 8: The Company acquiring or disposing of securities shall, prior to the date of occurrence of the event, obtain financial statements of the issuing company for the most recent period, certified or reviewed by a certified public accountant, for reference in appraising the transaction price, and if the dollar amount of the transaction is 20 percent of the Company's paidin capital or NT$300 million or more, the Company shall additionally engage a certified public accountant prior to the date of occurrence of the event to provide an opinion regarding the reasonableness of the transaction price. This requirement does not apply, however, to publicly quoted prices of securities that have an active market, or where otherwise provided by regulations of the securities competent authority.
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Article 9: In acquiring or disposing of intangible assets or right-of-use assets thereof or membership cards where the transaction amount reaches 20 percent or more of the company's paid-in capital or NT$300 million or more, the Company, unless transacting with a domestic government institution, shall obtain a CPA’s opinion on the reasonableness of the transaction price prior to the date of occurrence of the event.
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Article 10: The calculation of the transaction amounts referred to in the preceding three articles shall be done in accordance with paragraph 2 of Article 28, herein, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items for which an appraisal report from a professional appraiser or a CPA's opinion has been obtained need not be counted toward the transaction amount.
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Article 11: Where the Company acquires or disposes of assets through court auction procedures, the evidentiary documentation issued by the court may be substituted for the appraisal report or CPA opinion.
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Article 12: Where the Company acquires or disposes of assets shall be conducted by the authorization to the Chairman by the Board
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of Directors in accordance with the authorization limits of the Company.
Chapter 3 Related Party Transactions
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Article 13: When the Company engages in any acquisition or disposal of assets from or to a related party, in addition to ensuring that the necessary resolutions are adopted and the reasonableness of the transaction terms is appraised in compliance with the provisions of Chapter 2 and this Chapter, if the transaction amount reaches 10 percent or more of the Company's total assets, the Company shall also obtain an appraisal report from a professional appraiser or a CPA's opinion in compliance with the provisions of Chapter 2.
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The calculation of the transaction amount referred to in the preceding paragraph shall be made in accordance with Article 8-1.
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Article 14: When the Company intends to acquire or dispose of real property from or to a related party, or when it intends to acquire or dispose of assets other than real property from or to a related party and the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the Company's total assets, or NT$300 million or more, except in trading of government bonds or bonds under repurchase and resale agreements, or subscription or repurchase of money market funds issued by domestic securities investment trust enterprises, the Company may not proceed to enter into a transaction contract or make a payment until the following matters have been approved by the Board of Directors:
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The purpose, necessity and anticipated benefit of the acquisition or disposal of assets.
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The reason for choosing the related party as a trading counterparty.
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With respect to the acquisition of real property from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with Article 13 through Article 15.
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The date and price at which the related party originally acquired the real property, the original trading counterparty, and that trading counterparty's relationship to the Company and the related party.
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Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds utilization.
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An appraisal report from a professional appraiser or a CPA's opinion obtained in compliance with the preceding article.
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Restrictive covenants and other important stipulations associated with the transaction. Where the transaction in paragraph 1 of the Company or any subsidiaries that are not public companies and the transaction amount reaches 10 percent or more of the Company's total assets, the Company or any subsidiaries that are not public companies may not proceed to enter into a transaction contract or make a payment until the documents in paragraph 1 have been submitted for the approval in the Shareholders’ Meeting of the Company. However, this provision does not apply to the transaction between the Company and its parent or subsidiaries, or between its subsidiaries.
The calculation of the transaction amounts referred to in paragraph 1 and the preceding paragraph shall be made in accordance with Article 26, paragraph 2 herein, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items that have been approved by the Shareholders’ Meeting or Board of Directors need not be counted toward the transaction amount. With respect to the acquisition or disposal of business-use equipment between the Company and its parent or subsidiaries, the Company's Board of Directors may pursuant to Article 10 delegate the Chairman to decide such matters when the transaction is within a certain amount and have the
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decisions subsequently submitted to and ratified by the next Board of Directors meeting.
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Acquisition or disposal of equipment or right-of-use assets thereof held for business use.
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Acquisition or disposal of real property right-of-use assets held for business use.
When a matter is submitted for discussion by the Board of Directors pursuant to paragraph 1 of this Article, the independent Directors' opinions specifically expressing dissent or reservations about any matter shall be included in the minutes of the Board of Directors meeting.
The matters which paragraph 1 requires submitting to the Board of Directors for a resolution shall first be approved by more than half of all audit committee members. If the approval by more than half of all audit committee members is not obtained, the aforesaid matter may be implemented if approved by more than two-thirds of all Directors, and the resolution of the Audit Committee shall be recorded in the minutes of the Board of Directors meeting.
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Article 15: The Company shall evaluate the reasonableness of the transaction costs by the following means if it intends to acquire real property from a related party:
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Based upon the related party's transaction price plus necessary interest on funding and the costs to be duly borne by the buyer. "Necessary interest on funding" is imputed as the weighted average interest rate on borrowing in the year the company purchases the property; provided, it may not be higher than the maximum non-financial industry lending rate announced by the Ministry of Finance.
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Total loan value appraisal from a financial institution where the related party has previously created a mortgage on the property as security for a loan; provided, the actual cumulative amount loaned by the financial institution shall have been 70 percent or more of the financial institution's appraised loan value of the
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property and the period of the loan shall have been 1 year or more. However, this shall not apply where the financial institution is a related party of one of the trading counterparties.
Where land and structures thereupon are combined as a single property purchased in one transaction, the transaction costs for the land and the structures may be separately appraised in accordance with either of the means listed in the preceding paragraph.
When acquiring real property from a related party, the Company shall evaluate and appraise the cost of the real property in accordance with paragraph 1 and paragraph 2 and shall also engage a CPA to review the appraisal and render a specific opinion.
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Article 16: Where the Company acquires real property or right-of-use assets thereof from a related party and one of the following circumstances exists, the acquisition shall be conducted in accordance with Article 14, and Article 15 does not apply:
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The related party acquired the real property or right-ofuse assets thereof through inheritance or as a gift.
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More than 5 years have elapsed from the time the related party signed the contract to obtain the real property or right-of-use assets thereof to the signing date for the current transaction.
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The real property is acquired through signing of a joint development contract with the related party, or through engaging a related party to build real property, either on the company's own land or on rented land.
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The real property right-of-use assets for business use are acquired by the Company with its parent or subsidiaries, or by its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital.
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Article 17: When the results of the Company's appraisal conducted in accordance with Article 13, paragraph 1 and paragraph 2 herein are uniformly lower than the transaction price, the
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matter shall be handled in compliance with Article 16. However, where the following circumstances exist, objective evidence has been submitted and specific opinions on reasonableness have been obtained from a professional real property appraiser and a CPA, this restriction shall not apply:
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Where the related party acquired undeveloped land or leased land for development, it may submit proof of compliance with one of the following conditions:
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(1) Where undeveloped land is appraised in accordance with the means in the preceding two Articles, and structures according to the related party's construction cost plus reasonable construction profit are valued in excess of the actual transaction price. The "Reasonable construction profit" shall be deemed the average gross operating profit margin of the related party's construction division over the most recent 3 years or the gross profit margin for the construction industry for the most recent period as announced by the Ministry of Finance, whichever is lower.
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(2) Completed transactions by unrelated parties within the preceding year involving other floors of the same property or neighboring or closely valued parcels of land, where the land area and transaction terms are similar after calculation of reasonable price discrepancies in floor or area land prices in accordance with standard property market practices.
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(3) Completed leasing transactions by unrelated parties for other floors of the same property from within the preceding year, where the transaction terms are similar after calculation of reasonable price discrepancies among floors in accordance with standard property leasing market practices.
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Where the Company acquiring real property from a related party provides evidence that the terms of the transaction are similar to the terms of transactions completed for the acquisition of neighboring or closely
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valued parcels of land of a similar size by unrelated parties within the preceding year.
Transactions for neighboring or closely valued parcels of land in the preceding paragraph in principle refers to parcels on the same or an adjacent block and within a distance of no more than 500 meters or parcels close in publicly announced current value; transaction for similarly sized parcels in principle refers to transactions completed by unrelated parties for parcels with a land area of no less than 50 percent of the property in the planned transaction; within the preceding year refers to the year preceding the date of occurrence of the acquisition of the real property or right-of-use assets thereof.
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Article 18: Where the Company acquires real property from a related party and the results of appraisals conducted in accordance with Article 13 through Article 15 are uniformly lower than the transaction price, the following steps shall be taken:
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A special reserve shall be set aside in accordance with Article 41, paragraph 1 of the Securities and Exchange Act against the difference between the real property transaction price and the appraised cost, and such difference may not be distributed or used for capital increase or issuance of bonus shares. Where the Company uses the equity method to account for its investment in another company, then the special reserve called for under Article 41, paragraph 1 of the Securities and Exchange Act shall be set aside pro rata in a proportion consistent with the share of public company's equity stake in the other company.
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Audit Committee shall supervise the Company’s execution of the aforesaid matter.
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Actions taken pursuant to subparagraph 1 and subparagraph 2 shall be reported to a shareholders meeting, and the details of the transaction shall be disclosed in the annual report and any investment prospectus.
Where the Company has set aside a special reserve under the
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preceding paragraph may not utilize the special reserve until it has recognized a loss on decline in market value of the assets it purchased at a premium, or they have been disposed of, or adequate compensation has been made, or the status quo ante has been restored, or there is other evidence confirming that there was nothing unreasonable about the transaction, and the securities competent authority has given its consent.
When the Company obtains real property from a related party, it shall also comply with the preceding two paragraphs if there is other evidence indicating that the acquisition was not an arm’s length transaction.
Chapter 4 Engaging in Derivatives Trading
- Article 19: Any derivatives trading of the Company shall be conducted in accordance with the “Procedures for Engaging in Derivatives Transactions” of the Company, moreover, the Company shall pay strict attention to control the risk management and to audit the Internal Control System of the Company.
Chapter 5 Mergers and Consolidations, Splits, Acquisitions, and Assignment of Shares
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Article 20: Where the Company conducts a merger, demerger, acquisition, or transfer of shares, prior to convening the Board of Directors to resolve on the matter, shall engage a CPA, attorney, or securities underwriter to give an opinion on the reasonableness of the share exchange ratio, acquisition price, or distribution of cash or other property to shareholders, and submit the opinion to the Board of Directors for deliberation and approval. However, the requirement of obtaining an aforesaid opinion on reasonableness issued by an expert may be exempted in the case of a merger by the Company of a subsidiary in which it directly or indirectly holds 100 percent of the issued shares or authorized capital, and in the case of a merger between subsidiaries in which the Company directly or indirectly holds 100 percent of the respective subsidiaries’ issued shares or authorized capital.
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Article 21: Where the Company participates in a merger, demerger, or
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acquisition shall prepare a public report to shareholders detailing important contractual content and matters relevant to the merger, demerger, or acquisition prior to the shareholders meeting, together with the expert opinion referred to in Article 18 when sending notification of the shareholders meeting, for reference in deciding whether to approve the merger, demerger, or acquisition. Provided, where a provision of another act exempts a company from convening a shareholders meeting to approve the merger, demerger, or acquisition, this restriction shall not apply. Where the shareholders meeting of any one of the companies participating in a merger, demerger, or acquisition fails to convene or pass a resolution due to lack of a quorum, insufficient votes, or other legal restriction, or the proposal is rejected by the shareholders meeting, the Company shall immediately publicly explain the reason, the follow-up measures, and the preliminary date of the next shareholders meeting.
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Article 22: Where the Company participates in a merger, demerger, or acquisition shall convene a Board of Directors meeting and shareholders meeting on the date which the other companies participating in the merger, demerger, or acquisition convene their Board of Directors and shareholders meeting to resolve matters relevant to the merger, demerger, or acquisition, unless another act provides otherwise or the securities competent authority is notified in advance of extraordinary circumstances and grants consent. Where the Company and the other companies participating in a transfer of shares shall call their respective Board of Directors meeting on the same day, unless another act provides otherwise or the securities competent authority is notified in advance of extraordinary circumstances and grants consent.
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Where the Company participates in a merger, demerger, acquisition, or transfer of shares shall prepare a full written record of the following information and retain the record for 5 years for reference. In addition, the information set out in the subparagraphs 1 and 2 of the following paragraph shall be
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reported in the prescribed format and via the Internet-based information system to the securities competent authority for recordation within two days commencing immediately from the date of passage of a resolution by the Board of Directors.
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Basic identification data for personnel: Including the occupational titles, names, and national ID numbers (or passport numbers in the case of foreign nationals) of all persons involved in the planning or implementation of any merger, demerger, acquisition, or transfer of shares prior to disclosure of the information.
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Dates of material events: Including the signing of any letter of intent or memorandum of understanding, the engagement of a financial or legal advisor, the execution of a contract, and the convening of a Board of Directors meeting.
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Important documents and minutes: Including merger, demerger, acquisition, and share transfer plans, any letter of intent or memorandum of understanding, material contracts, and minutes of Board of Directors meetings.
Where any of the companies participates in a merger, demerger, acquisition, or transfer of shares is neither listed on an exchange nor has its shares traded on an OTC market, the Company shall enter into an agreement with such party and shall comply with the preceding paragraph of this Article.
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Article 23: Every person participating in or privy to the plan for merger, demerger, acquisition, or transfer of shares shall issue a written undertaking of confidentiality and may not disclose the content of the plan prior to public disclosure of the information and may not trade, in their own name or under the name of another person, in any stock or other equity security of any company related to the plan for merger, demerger, acquisition, or transfer of shares.
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Article 24: Where the Company participates in a merger, demerger, acquisition, or transfer of shares, the Company shall not arbitrarily alter the share exchange ratio or acquisition price
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unless under the below-listed circumstances, and shall stipulate the circumstances permitting alteration in the contract for the merger, demerger, acquisition, or transfer of shares:
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Cash capital increase, issuance of convertible corporate bonds, or the issuance of bonus shares, issuance of corporate bonds with warrants, preferred shares with warrants, stock warrants, or other equity based securities.
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An action, such as a disposal of major assets that affects the Company's financial operations.
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An event, such as a major disaster or major change in technology that affects shareholder equity or share price.
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An adjustment where any of the companies participating in the merger, demerger, acquisition, or transfer of shares buys back treasury stock.
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An increase or decrease in the number of entities or companies participating in the merger, demerger, acquisition, or transfer of shares.
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Other terms/conditions that the contract stipulates may be altered and that have been publicly disclosed.
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Article 25: The contract for participation by the Company in a merger, demerger, acquisition, or transfer of shares shall record the rights and obligations of the companies participating in the merger, demerger, acquisition, or transfer of shares, and shall also record the following:
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Handling of breach of contract.
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Principles for the handling of equity-type securities previously issued or treasury stock previously bought back by any company that is extinguished in a merger or that is demerged.
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The amount of treasury stock participating companies are permitted under law to buy back after the record date of calculation of the share exchange ratio, and the principles for handling thereof.
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The manner of handling changes in the number of participating entities or companies.
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Preliminary progress schedule for plan execution, and anticipated completion date.
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Scheduled date for convening the legally mandated shareholders meeting if the plan exceeds the deadline without completion, and relevant procedures.
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Article 26: After public disclosure of the information, if the Company participates in the merger, demerger, acquisition, or transfer of shares and intends further to carry out a merger, demerger, acquisition, or transfer of shares with another company, all of the participating companies shall carry out anew the procedures or legal actions that had originally been completed toward the merger, demerger, acquisition, or transfer of share ; except that where the number of participating companies is decreased and a participating company's shareholders meeting has adopted a resolution authorizing the Board of Directors to alter the limits of authority, such participating company may be exempted from calling another shareholders meeting to resolve on the matter anew.
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Article 27: Where any of the companies participating in a merger, demerger, acquisition, or transfer of shares is not a public company, the Company shall sign an agreement with the nonpublic company in accordance with the provisions of Article 22, Article 23, and Article 26.
Chapter 6 Public Disclosure of Information
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Article 28: Under any of the following circumstances, where the Company acquires or disposes of assets shall publicly announce and report the relevant information on the securities competent authority's designated website in the appropriate format as prescribed by regulations within 2 days commencing immediately from the date of occurrence of the event:
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Acquisition or disposal of real property from or to a related party, or acquisition or disposal of assets other than real property from or to a related party where the
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transaction amount reaches 20 percent or more of paidin capital, 10 percent or more of the Company's total assets, or NT$300 million or more; provided, this shall not apply to trading of government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.
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Merger, demerger, acquisition, or transfer of shares.
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Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in the procedures adopted by the Company.
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Where the type of asset acquired or disposed is equipment/machinery for business use, the trading counterparty is not a related party, and the transaction amount is more than NT$1 billion.
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Where land is acquired under an arrangement on engaging others to build on the company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and the amount the Company expects to invest in the transaction is more than NT$500 million.
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Where an asset transaction other than any of those referred to in the preceding five subparagraphs, a disposal of receivables by a financial institution, or an investment in the mainland China area where the transaction amount reaches 20 percent or more of paidin capital or NT$300 million or more, provided this shall not apply to the following circumstances:
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(1) Trading of government bonds or foreign government bonds with a sovereign rating not lower than the sovereign rating of the R.O.C.
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(2) Trading of bonds under repurchase/resale agreements or the subscription or redemption of money market funds issued by domestic securities investment trust
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enterprises.
The amount of transactions above shall be calculated as follows:
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The amount of any individual transaction.
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The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same trading counterparty within the preceding year.
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The cumulative transaction amount of real property acquisitions and disposals (cumulative acquisitions and disposals, respectively) within the same development project within the preceding year.
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The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same security within the preceding year.
"Within the preceding year" as used in the paragraph 2 refers to the year preceding the date of occurrence of the current transaction. Items duly announced in accordance with these Procedures need not be counted toward the transaction amount.
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Article 29: When the Company at the time of public announcement makes an error or omission in an item required by regulations to be publicly announced and so is required to correct it, all the items shall be again publicly announced and reported in their entirety within two days counting inclusively from the date when the Company becomes aware of the error or omission.
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Article 30: The Company acquiring or disposing of assets shall keep all relevant contracts, meeting minutes, log books, appraisal reports and CPA, attorney, and securities underwriter opinions at the company headquarters, where they shall be retained for 5 years except where another act provides otherwise.
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Article 31: Where any of the following circumstances occurs with respect to a transaction that the Company has already publicly announced and reported in accordance with the Article 26 through 28, a public report of relevant information shall be made on the information reporting website designated by the
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securities competent authority within 2 days commencing immediately from the date of occurrence of the event:
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Change, termination, or rescission of a contract signed in regard to the original transaction.
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The merger, demerger, acquisition, or transfer of shares is not completed by the scheduled date set forth in the contract.
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Change to the originally publicly announced and reported information.
Chapter 7 Additional Provisions
- Article 32: Information required to be publicly announced and reported in accordance with the provisions of Chapter 6 on acquisitions and disposals of assets by a subsidiary of the Company that is not a public company in Taiwan shall be reported by the Company.
The paid-in capital or total assets of the Company shall be the standard for determining whether or not a subsidiary referred to in the preceding paragraph is subject to the threshold requiring a public announcement and regulatory filing under paragraph 1 of Article 28.
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Article 33: The Company’s controlling and monitoring procedures towards the acquisition or disposal of assets by its subsidiaries are as follows:
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The Company shall urge its subsidiaries to establish and execute their own “Procedures for Acquisition of Disposal of Assets”.
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If any material violation is found by the internal auditors of the subsidiaries, the subsidiaries shall deliver a written notice to the Company of this kind of violation. The Company shall know the condition of dealing with the violation(s) and of the resulting improvements.
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Article 34: Should there be any violation of the procedures when the persons-in-charge of the Company deal with acquisition or disposal of assets, subsequent penalization is subject to the
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relevant HR policies of the Company.
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Article 35: For the calculation of 10 percent of total assets under this Procedures, the total assets stated in the most recent parent company only financial report or individual financial report prepared under the Regulations Governing the Preparation of Financial Reports by Securities Issuers shall be used.
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Article 36: After the Procedures are approved by the Board of Directors, the Procedures shall be submitted to the Shareholders Meeting for approval before implementation. Any amendment is subject to the same procedure. The independent directors' opinions specifically expressing dissent or reservations about any matter shall be included in the minutes of the Board of Directors meeting.
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The matters which paragraph 1 requires submitting to the Board of Directors for a resolution shall first be approved by more than half of all audit committee members. If the approval by more than half of all audit committee members is not obtained, the procedures may be implemented if approved by more than two-thirds of all Directors, and the resolution of the Audit Committee shall be recorded in the minutes of the Board of Directors meeting.
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Rules of Procedure for Shareholders’ Meetings of Formosa Petrochemical Corporation
Amended by the Annual Shareholders’ Meeting on July 22, 2021
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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.
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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.
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
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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 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, Articles 26-1 and 43-6 of the Securities Exchange Act, Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers 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.
Where the meeting agenda has specified general re-elections of
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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 written 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 A shareholder a Meeting Agenda. may propose recommendation for urging the corporation to promote public interests or fulfill social responsibilities, and the providing procedure shall be in accordance with Article 172-1 of the Company Act. 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
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any shareholder proposals not included in the agenda.
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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.
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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.
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After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting in person or to exercise voting 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.
The Company shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's
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slips, voting slips, and other meeting materials. Where there is an election of directors, pre-printed ballots shall also be furnished.
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, 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 Director 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
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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.
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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.
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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.
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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.
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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 way of electronic transmission.
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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 the total number of shares represented by the shareholders present at the 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
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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.
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Article 10: If a shareholders’ meeting is convened by the Board of Directors, 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.
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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 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
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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.
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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.
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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.
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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.
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After an attending shareholder has spoken, the Chair may respond in person or direct relevant personnel to respond.
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Article 12: Voting at a shareholders’ meeting shall be calculated based on the number of shares.
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With respect to resolutions of shareholders’ meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.
When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship
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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 nonvoting shares under paragraph 2 of Article 179 of the Company Act.
When the Company holds 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
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Company no later than 2 days prior to the scheduled shareholders’ meeting date. When duplicate declarations 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.
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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 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 and not elected as directors and the numbers of votes with which they were elected and not elected.. The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
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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.
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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
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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.
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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
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meeting will be resumed.
If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders’ meeting may adopt a resolution to resume the meeting at another venue.
A resolution may be adopted at a shareholders’ meeting to postpone or resume the meeting within 5 days in accordance with Article 182 of the Company Act.
- Article 19: These Rules, and any amendments hereto, shall be implemented after adoption by shareholders’ meetings.
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Formosa Petrochemical Corporation Current Shareholdings of Directors
| Title | Name | Shareholder Account Number |
Shareholding (share) |
|---|---|---|---|
| Chairman | Mihn Tsao | - | 0 |
| Director | Wen Yuan Wong Representative of Formosa Chemicals and Fibre Corp. |
000003 | 2,300,799,801 |
| Director | Wilfred Wang Representative of Nan Ya Plastics Corp. |
000002 | 2,201,306,014 |
| Director | Ruey Yu Wang Representative of Formosa Plastics Corp. |
000001 | 2,720,549,010 |
| Independent Director | C.P. Chang | - | 0 |
| Independent Director | Yu Cheng | - | 0 |
| Independent Director | Sush-Der Lee | - | 0 |
| Independent Director | Connie Lin | - | 0 |
| Director | Walter Wang | - | 0 |
| Director | Keh-Yen Lin | 001446 | 53,768 |
| Director | Te-HsiungHsu | 019974 | 1,243 |
| Director | Chia-Hsien Hsu | - | 0 |
Note: According to Article 26 of Securities and Exchange Act, the minimum shareholdings of the Company’s Directors are 152,415,355 shares. As of March 28, 2026, the actual shareholdings of the Company’s Directors are 7,222,709,836 shares.
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