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FUCC — AGM Information 2026
May 11, 2026
51892_rns_2026-05-11_99fa2a98-5a36-4290-a0f1-850f702cb13c.pdf
AGM Information
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Stock Code: 1709

FORMOSAN UNION CHEMICAL CORP.
Handbook 2026
Annual Shareholders' Meeting
Convening Method: Physical Shareholders Meeting
Date: June 11, 2026
Place: 9F, Rm 901, No.350, Songjiang Rd., Zhongshan Dist., Taipei City, Taiwan (R.O.C.)
(Importers and Exporters Association of Taipei, Songjiang Building)
DISCLAIMER
This is a translation of the Handbook for the 2026 Annual Shareholders’ Meeting (THE “Handbook”) of FORMOSAN UNION CHEMICAL CORP. (The “Company”). This translation is intended for reference only and nothing else, the Company hereby disclaims and all liabilities whatsoever for the translation. The Chinese text of the agenda shall govern any and all matters related to the interpretation of the subject matter stated herein.
2026 Annual Shareholders' Meeting
(Translation)
FORMOSAN UNION CHEMICAL CORP.
Table of Contents
I. Meeting Procedure...1
II. Meeting Agenda...2
1. Report Item:
I. 2025 Business Report...3
II. 2025 Audit Report from the Audit Committee...4
III. 2025 Distribution Report of Employee and Director Remuneration...5
IV. 2025 Earnings Distribution Report...5
V. Report of the Amendment to the FUCC " Corporate Governance Best Practice Principles "...5
VI. Report of the Amendment to the FUCC " Sustainable Development Best Practice Principles "...5
2. Ratification Item:
I. 2025 Business Report and Financial Statements...6
II. 2025 Earnings Distribution Proposal...33
3. Discussion Item:
I. Amendment of FUCC " Articles of Incorporation "...35
4. Election Item:
I. Election of the Company's Directors of new term...36
5. Other Discussion Item:
I. Proposal to Release the Newly Elected Directors and Their Representatives from Non-Competition Restrictions"...39
6. Extemporary Motion...40
III. Annex
1. Comparison Table of Amended Articles of " Corporate Governance Best Practice Principles "...41
2. Comparison Table of Amended Articles of " Sustainable Development Best Practice Principles "...42
3. Comparison Table of Amended Articles of " Articles of Incorporation "...45
IV. Appendix
1. Corporate Governance Best Practice Principles...46
2. Sustainable Development Best Practice Principles...68
- Articles of Incorporation ... 74
- Rules of Procedures for Shareholders’ Meetings ... 81
- Methods for Election of Directors of the Company ... 92
- Shareholding Facts by All Directors of the Company ... 94
1
Formosan Union Chemical Corp.
Procedure for 2026 Annual Shareholders' Meeting
I. Call the Meeting to Order
II. Chairperson Remarks
III. Report Items
IV. Ratification Items
V. Discussion Items
VI. Election Item
VII. Other Discussion Item
VIII. Extemporary Motion
IX. Adjournment
Formosan Union Chemical Corp.
Agenda for 2026 Annual Shareholders' Meeting
Convening Method : Physical Shareholders Meeting
Time: 9:00 am, Thursday, June 11, 2026
Place: 9F., Room 901, No. 350, Songjiang Rd., Zhongshan Dist.,
Taipei City, Taiwan (R.O.C.)
(Importers and Exporters Association of Taipei, Songjiang Building)
I. Call the Meeting to Order
II. Chairperson Remarks
III. Report Items
Item 1 2025 Business Report
Item 2 2025 Audit Report from the Audit Committee
Item 3 2025 Distribution Report of Employee and Director Remuneration
Item 4 2025 Earnings Distribution Report
Item 5 Report of the Amendment to the FUCC " Corporate Governance Best Practice Principles "
Item 6 Report of the Amendment to the FUCC " Sustainable Development Best Practice Principles "
IV. Ratification Items
Item 1 2025 Business Report and Financial Statements
Item 2 2025 Earnings Distribution Proposal
V. Discussion Items
Item 1 Discussion of the Amendment to the FUCC " Articles of Incorporation "
VI. Election Item
Item 1 Election of the Company's Directors of new term
VII. Other Discussion Item
Item 1 Discussion of the proposal for the release of Directors' Non-Competition Obligations
VIII. Extemporary Motion
IX. Adjournment
2
Report Items
Item 1 2025 Business Report
- In 2025, the Company’s operating revenue amounted to NT$6,559,993 thousand, representing a decline of 10.9% compared to NT$7,365,949 thousand in 2024. In recent years, the global petrochemical industry has entered a consolidation phase. A prolonged low oil price environment has continued to exert downward pressure on product selling prices. In addition, external factors—including tight raw material supply, geopolitical developments, and reciprocal tariffs—have increased product development costs and sales challenges, further compressing profit margins.
From an operational perspective, overall production and sales remained balanced. This stability was primarily supported by the Company’s product mix, which focuses on household cleaning products with steady demand driven by a stable consumer base. Furthermore, the robust growth of industries such as industrial cleaning has helped maintain healthy inventory levels, thereby supporting product pricing.
Overall, 2025 presented greater challenges than previous years. In addition to tariff pressures, exchange rates also exhibited significant volatility. Nevertheless, through prudent management and continuous product optimization, although revenue and profitability declined compared to the prior year, the Company was able to maintain a stable level of operations and market share.
- 2026 Business Outlook
Looking ahead to 2026, the global landscape remains highly uncertain, which may lead to significant volatility in oil prices. On the external front, China’s continued expansion of chemical production capacity is expected to intensify competition amid supply-demand imbalances. In the U.S. market, the general conclusion of tariff negotiations is likely to reduce uncertainties and support a gradual stabilization in exports to the United States.
From an internal operations perspective, the Company will steadily advance its ESG initiatives, including corporate social responsibility, carbon reduction planning, and responses to carbon taxation, while actively promoting the development of new products. In addition, in response to dynamic changes across regional markets, we will flexibly adjust our sales strategies and production scheduling, with the objective of maintaining high capacity utilization. Through these efforts, the Company aims to demonstrate resilience in navigating challenges while sustaining stable operations and long-term development.
(Sealed)
Chairman:

(Sealed)
President:

(Sealed)
Accountant in Chief:

(Sealed)
Accountant:

Item II 2025 Audit Report from the Audit Committee
Formosan Union Chemical Corp.
Audit Committee’s review report of year 2025
To the 2026 Annual Shareholders’ Meeting of Formosan Union Chemical Corp.,
The Board of Directors has prepared and submitted the Company's 2025 business report, financial statements and the profit distribution proposal, among which the financial statements (including consolidated financial statements) had been audited by Wen-Yuan Chuang and Tung-Feng Lee CPAs of Deloitte & Touche, who also provided an auditor's report. The above business report, financial statements and the profit distribution proposal have been reviewed by the Audit Committee to be without any discrepancies. This report is prepared in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act. Please review and approve the same.
The Convener of the Audit Committee : Chen, Hung-Wen

March 13, 2026
5
Item III 2025 Distribution Report of Employee and Director Remuneration
-
In accordance with the Article 32 of Article of Incorporation of the Company, the Company shall pay remuneration NT$18,707,921 for employees’ compensation and NT$18,707,921 for directors. The aforesaid items will be paid in cash.
-
The employees’ compensation and Directors’ remuneration were approved by the 17th Board meeting of the 18th term and shall be reported at the Annual 2026 shareholders’ meeting.
Item IV 2025 Earnings Distribution Report
-
In accordance with the provisions of Article 32, Paragraph 3 of the Company's Articles of Incorporation, the Company's earnings distribution or loss allowance can be made after the end of each half year. When distributed in cash, it is allocated after the resolution of the Board of Directors and shall be reported at the annual shareholders’ meeting.
-
The Company's earnings distribution for the year 2025,
1) First half of the year: As resolved by the Board of Directors on August 11, 2025, it was proposed not to distribute earnings for the first half of the year 2025, considering subsequent operational development plans.
2) Second half of the year: On March 11, 2026, the Board of Directors resolved to distribute a cash dividend of NT$ 1.00 per share, totaling NT$477,016,272.
Item V Report of the Amendment to the FUCC “Corporate Governance Best Practice Principles”
In accordance with Article 4 of the “Directions for the Establishment and Exercise of Powers of the Board of Directors of TWSE Listed Companies,” certain provisions of the Company’s “Corporate Governance Best Practice Principles” have been amended. This amendment has been approved by the 17th meeting of the 18th Board of Directors of the Company. A comparison table of the provisions before and after amendment is attached. (Please refer to this Handbook pages 41).
Item VI. Report of the Amendment to the FUCC “Sustainable Development Best Practice Principles”
To align with the recent amendments to the “Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies” and in accordance with the latest version announced by the Taiwan Stock Exchange on September 2, 2025, certain provisions of the Company’s “Sustainable Development Best Practice Principles” have been revised. This amendment has been approved by the 15th meeting of the 18th Board of Directors of the Company. A comparison table of the provisions before and after amendment is attached. (Please refer to this Handbook pages 42).
6
Ratification Items
Proposal 1 2025 Business Report and Financial Statements
(Proposed by the Board of Directors)
Explanatory Notes:
(1) Business Report (Please refer to the Handbook page 3).
(2) Financial Statements (Please refer to the Handbook pp. 7~32).
The list of above has approved by the 17th board meeting of the 18th session, and has been audited as well as by the Audit Committee. The ratification of the Annual 2026 Shareholders' Meeting is respectfully requested.
Resolution:
Independent Auditor’s Report
To: Formosan Union Chemical Corporation:
Independent Auditor’s opinion
We have audited the accompanying balance sheet of Formosan Union Chemical Corporation and subsidiaries as of December 31, 2025 and 2024 and the related statements of income, retained earnings, cash flows and notes (including the summary of major accounting policies) to the consolidated financial statements for the years then ended.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Formosan Union Chemical Corporation and subsidiaries as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended in conformity with the “Regulations Governing the Preparation of Financial Reports by Securities Firms,” International Financial Reporting Standards (IFRSs) that was recognized by the Financial Supervisory Commission, International Accounting Standards (IAS), Interpretations, and Notices (IFRS), Interpretation (IFRIC) and Interpretative Announcement (SIC).
Basis of an audit opinion
We conducted our audit in accordance with the “Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants” and generally accepted auditing standards. The responsibilities of the independent auditors under these standards will be further explained in the audit performed on the consolidated financial statements. The personnel of the CPA Firm subject to the independence requirement have acted independently from the business operations of Formosan Union Chemical Corporation and subsidiaries in accordance with the Code of Ethics and have performed other responsibilities of the Code of Ethics. We believe that our audit provides a reasonable basis for our opinion.
Key Audit Matters
The key audit matters refer to the most important matters in auditing the 2025 consolidated financial statements of Formosan Union Chemical Corporation and subsidiaries in accordance with the professional judgment of the independent auditors. These matters have been handled during the process of reviewing the consolidated financial statements as a whole with audit opinions formed. We do not express an independent opinion on these matters.
The independent auditor determined that the key audit matters of Formosan Union Chemical Corporation and subsidiaries to be communicated in the 2025 consolidated financial statements are as follows:
7
The sales income generated from export customers
Formosan Union Chemical Corporation and subsidiaries generate income mainly from the sales of alkylbenzene (dodecylbenzene), normal olefins, petroleum resins, and alkanols (nonylphenol), of which, the trading conditions agreed with the export customers are to recognize income when the products are loaded on board. The income from the said export sales was significant in 2025. The occurrence of the said export sales had a material impact on the 2025 consolidated financial statements; therefore, the independent accountant had it classified as a key audit matter in 2025. Please refer to Notes 4 and 26 for the accounting policies and information on income recognition.
The independent auditor considers the income recognition policy and trade conditions for such important matter of the consolidated company with the main auditing procedures implemented as follows:
- Understand and test the effectiveness of internal control design and implementation related to this type of sales income.
- Randomly sample from the sales income transactions conducted with export customers to check the basic customer information sheet of such export customers against relevant external documents in order to understand whether there is any material nonconformity in their transaction counterparties.
- Randomly sample from the sales income transactions conducted with export customers to check the "Bill of Lading," "Invoice," and related shipping documents.
- Check whether there is a major sales return or discount occurred afterwards by this type of customers as of the inspection report date.
Other matters
Formosan Union Chemical Corporation has prepared stand-alone financial reports for the years of 2025 and 2024. The independent auditors have issued an unqualified opinion on the financial reports for reference.
The responsibility of the management and governance unit for the consolidated financial statements
The responsibility of the management is to have the consolidated financial statements presented fairly, in all material respects, in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Firms,” International Financial Reporting Standards (IFRS) that was recognized and effectively announced by the Financial Supervisory Commission, International Accounting Standards, Interpretations, and Notices (IFRS), Interpretation (IFRIC) and Interpretative Announcement (SIC). Also, maintain the necessary internal controls related to the consolidated financial statements to ensure that the consolidated financial statements are free of any material misstatement arising from frauds or errors.
The management’s responsibility while preparing the consolidated financial statements also includes assessing the continuing operation of Formosan Union Chemical Corporation and subsidiaries, the disclosure of the relevant matters, and the adoption of the continuing operation accounting base, unless the management intends to liquidate Formosan Union Chemical Corporation and subsidiaries or cease the business operation, or there is lack of any option except for liquidation or suspension.
The governance unit (including the Audit Committee) of Formosan Union Chemical Corporation and subsidiaries is responsible for supervising the financial reporting process.
The independent auditor’s responsibility for auditing the consolidated financial statements
The purpose of the independent auditor’s auditing the consolidated financial statements is to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement arising from frauds or errors and with an audit report issued. Reasonable assurance means high assurance. However, the audit conducted in accordance with generally accepted auditing standards does not guarantee having any material misstatements in the consolidated financial statements detected. Material misstatement could be arising from frauds or errors. If the misstated amount or aggregated amount is reasonably expected to affect the economic decisions made by the readers of the consolidated financial statements, it is considered significant.
The independent auditors when conducting the audit in accordance with generally accepted auditing standards shall exercise professional judgment and maintain professional suspicion. The independent auditors also perform the following tasks:
-
Identify and evaluate the risk of material misstatement arising from frauds or errors of the consolidated financial statements; design and implement proper responsive measures for the assessed risks; also, obtain sufficient and adequate audit evidence for forming an audit opinion. Frauds may involve conspiracy, forgery, deliberate omission, false declaration, or violation of internal control; therefore, the risk of material misstatement arising from frauds is higher than that caused by errors.
-
Obtain necessary understanding of the internal control related to the audit in order to design appropriate audit procedures under the circumstance, but the purpose is not to express an opinion on
9
the effectiveness of the internal control of Formosan Union Chemical Corporation and subsidiaries.
-
Assess the appropriateness of the accounting policies adopted by the management; also, the reasonableness of the accounting estimates and related disclosures made.
-
Based on the audit evidence obtained, make conclusions on the suitability of the continuing operation accounting base adopted by the management and whether or not the events or circumstances causing material doubts to the continuing operation ability of Formosan Union Chemical Corporation and subsidiaries are with material uncertainties. If the independent auditors believe that such events or circumstances are with significant uncertainties, it is necessary to remind the readers of the consolidated financial statements in the audit report to pay attention to the relevant disclosure or to revise the audit opinion when such disclosures are inappropriate. The conclusion of the independent auditors is based on the audit evidence obtained as of the audit report date. However, future events or circumstances may result in the inability of Formosan Union Chemical Corporation and subsidiaries to operate continuously.
-
Evaluate the overall presentation, structure, and content of the consolidated financial statements (including the relevant notes) and whether or not the relevant transactions and events in the consolidated financial statements are presented fairly.
-
Obtain sufficient and appropriate audit evidence on the financial information of the individual business entity within Formosan Union Chemical Corporation and subsidiaries in order to express an opinion on the consolidated financial statements. The independent auditors are responsible for guiding, supervising, and implementing the auditing process of the Group; also, they are responsible for forming an opinion on the audit of the Group.
The matters communicated by the independent auditors to the governance unit include the scope and timing of the planned audit, and the material findings (including the major nonconformities of internal controls identified in the auditing process).
The independent auditors have provided to the governance unit the declaration of independence of the CPA Firm personnel subject to the Code of Ethics; also, they have
10
communicated with the governance unit regarding the relationship and other matters (including the relevant protection measures) that may affect the independence of the independent auditors.
The independent auditors have based on the communications with the governance unit to determine the key audit matters to be performed on the 2025 consolidated financial statements of Formosan Union Chemical Corporation and subsidiaries. The independent auditors shall state the key audit matters in the audit report except for the specific matters prohibited from being disclosed by law and regulations, or, in rare cases; the independent auditors decide not to have specific matters communicated in the audit report since the negative effect of such disclosure can be reasonably expected to be greater than the increase of public interest.
Deloitte & Touche
CPA Wen-Yuan Chuang
Certificate issued by the Financial
Supervisory Commission
Jin-Guan-Zheng-Shen-Zi No. 1090347472
CPA Tung-Feng Lee
Securities and Futures Bureau Approval
Number
Tai Tsai Cheng Liu No. 0930128050
March 13, 2026
Formosan Union Chemical Corporation and Subsidiaries
Consolidated Balance Sheet
December 31, 2025 and 2024
Unit: NT$ Thousand
| C o d e | A s s e t s | 12/31/2025 | 12/31/2024 | ||||
|---|---|---|---|---|---|---|---|
| 12/31/2025 | 12/31/2024 | ||||||
| A m o u n t | % | A m o u n t | % | ||||
| Current assets | |||||||
| 1100 | Cash (Note 4 & 6) | $ 501,351 | 4 | $ 449,634 | 3 | ||
| 1110 | Financial assets measured at fair value through profit or loss – current (Note 4 & 7) | 568,796 | 5 | 78,531 | 1 | ||
| 1136 | Financial assets measured at the amortized cost – current (Note 4 & 9) | 40,000 | - | 73,000 | 1 | ||
| 1150 | Notes receivable (Note 4, 10, & 26) | 208,690 | 2 | 166,310 | 1 | ||
| 1170 | Accounts receivable – net (Note 4, 10, & 26) | 1,050,975 | 9 | 1,149,928 | 9 | ||
| 1180 | Accounts receivable – related party (Note 4, 10, 26, & 33) | 262 | - | 262 | - | ||
| 1200 | Other receivable (Note 4 & 10) | 45,935 | - | 49,701 | - | ||
| 1210 | Other receivable – related party (Note 4, 10, & 33) | 34 | - | 71 | - | ||
| 1220 | Income tax assets – current (Note 4 & 28) | 72 | - | 131 | - | ||
| 130X | Inventory – net (Note 4, 5, & 11) | 3,015,071 | 25 | 2,968,364 | 23 | ||
| 1410 | Prepayment (Note 19) | 121,021 | 1 | 246,245 | 2 | ||
| 1470 | Other current assets | 3,029 | - | 4,367 | - | ||
| 11XX | Total current assets | 5,555,236 | 46 | 5,186,544 | 40 | ||
| Noncurrent assets | |||||||
| 1517 | Financial assets measured at fair value through other comprehensive profit or loss – noncurrent (Note 4 & 8) | 1,118,997 | 9 | 1,887,418 | 15 | ||
| 1550 | Investment under the equity method (Note 4 & 13) | 585,836 | 5 | 627,160 | 5 | ||
| 1600 | Property, plant, and equipment (Note 4, 14, 33, & 34) | 3,494,628 | 29 | 3,804,195 | 30 | ||
| 1755 | Right-of-use assets (Note 4, 15, & 33) | 642,611 | 5 | 842,086 | 7 | ||
| 1760 | Investment property – net (Note 4, 16, & 34) | 445,087 | 4 | 42,457 | - | ||
| 1805 | Goodwill (Note 4 & 17) | 91,897 | 1 | 91,897 | 1 | ||
| 1821 | Intangible assets (Note 4 & 18) | 6,019 | - | 5,873 | - | ||
| 1840 | Deferred income tax assets (Note 4 & 28) | 103,440 | 1 | 137,811 | 1 | ||
| 1915 | Prepaid equipment (Note 19) | 20,974 | - | 54,383 | - | ||
| 1920 | Refundable deposit (Note 4 & 19) | 6,142 | - | 6,444 | - | ||
| 1975 | Net defined benefit assets – Noncurrent (Note 4 & 24) | 23,482 | - | 17,808 | - | ||
| 1990 | Other noncurrent assets (Note 19 & 34) | 27,488 | - | 75,997 | 1 | ||
| 15XX | Total noncurrent assets | 6,566,601 | 54 | 7,593,529 | 60 | ||
| 1XXX | Total assets | $ 12,121,837 | 100 | $ 12,780,073 | 100 | ||
| C o d e L i a b i l i t i e s a n d S h a r e h o l d e r s ’ e q u i t y | |||||||
| Current liabilities | |||||||
| 2100 | Short-term loans (Note 20 & 34) | $ 730,000 | 6 | $ 875,758 | 7 | ||
| 2150 | Notes payable (Note 21) | 29 | - | 944 | - | ||
| 2170 | Accounts payable (Note 21) | 358,790 | 3 | 410,699 | 3 | ||
| 2219 | Other payables (Note 22) | 470,808 | 4 | 551,906 | 4 | ||
| 2220 | Other payables – related party (Note 22 & 33) | 452 | - | 2,190 | - | ||
| 2230 | Income tax liabilities – current (Note 4 & 28) | 135,774 | 1 | 18,100 | - | ||
| 2250 | Liability reserve – current (Note 4,5 & 23) | 40,848 | - | 25,802 | - | ||
| 2280 | Lease liability – current (Note 4, 15, & 33) | 128,750 | 1 | 99,209 | 1 | ||
| 2320 | Long-term loans due within 1 year (Note 20 & 34) | 11,409 | - | 2,049 | - | ||
| 2399 | Other current liabilities (Note 22 & 26) | 53,719 | 1 | 43,831 | - | ||
| 21XX | Total current liabilities | 1,930,579 | 16 | 2,030,488 | 15 | ||
| Noncurrent liabilities | |||||||
| 2540 | Long-term loans (Note 20 & 34) | 23,591 | - | 153,654 | 1 | ||
| 2570 | Deferred income tax liabilities (Note 4 & 28) | 198,430 | 2 | 476,585 | 4 | ||
| 2580 | Lease liabilities – noncurrent (Note 4, 15, & 33) | 753,147 | 6 | 773,785 | 6 | ||
| 2640 | Net defined benefit liabilities – noncurrent (Note 4 & 24) | - | - | 2,970 | - | ||
| 2670 | Other noncurrent liabilities | 2,765 | - | 2,798 | - | ||
| 25XX | Total noncurrent liabilities | 977,933 | 8 | 1,409,792 | 11 | ||
| 2XXX | Total liabilities | 2,908,512 | 24 | 3,440,280 | 26 | ||
| Equity attributable to the company’s shareholders | |||||||
| 3110 | Common stock capital | 4,770,163 | 39 | 4,770,163 | 37 | ||
| 3200 | Additional paid-in capital | 76,141 | 1 | 76,139 | 1 | ||
| Retained earnings | |||||||
| 3310 | Legal reserve | 1,309,244 | 11 | 1,223,857 | 10 | ||
| 3320 | Special reserve | 251,175 | 2 | 251,175 | 2 | ||
| 3350 | Unappropriated earnings | 1,781,786 | 15 | 1,466,391 | 12 | ||
| 3300 | Total retained earnings | 3,342,205 | 28 | 2,941,423 | 24 | ||
| Other equities | |||||||
| 3410 | Exchange difference from the conversion of financial statements of foreign operation institution | ( 5,107 ) | - | 10,960 | - | ||
| 3420 | Unrealized profit or loss in valuation of financial assets measured at fair value through other comprehensive profit or loss | 764,927 | 6 | 1,271,953 | 10 | ||
| 3400 | Total other equities | 759,820 | 6 | 1,282,913 | 10 | ||
| 31XX | Total shareholders’ equity | 8,948,329 | 74 | 9,070,638 | 72 | ||
| 36XX | Non-controlling interest | 264,996 | 2 | 269,155 | 2 | ||
| 3XXX | Total equity | 9,213,325 | 76 | 9,339,793 | 74 | ||
| Total Liabilities and Shareholders’ equity | $ 12,121,837 | 100 | $ 12,780,073 | 100 |
The Notes enclosed are an integral part of the Consolidated Financial Statements.
Chairman:
CEO:
CFO:
Accountant:
Formosan Union Chemical Corporation and Subsidiaries
Consolidated Income Statement
January 1 – December 31, 2025 and 2024
Unit: NT$ Thousand; except for earnings per share in NT$
| C o d e | 2025 | 2024 | |||
|---|---|---|---|---|---|
| A m o u n t | % | A m o u n t | % | ||
| 4100 | Operating income – net (Note 4, 26, & 33) | $ 9,009,157 | 100 | $10,304,487 | 100 |
| 5110 | Operating cost (Note 4, 11, 27, & 33) | 7,667,590 | 85 | 8,832,873 | 86 |
| 5900 | Gross profit | 1,341,567 | 15 | 1,471,614 | 14 |
| 5910 | Unrealized sales loss (profit) | 172 | - | ( 1,883 ) | - |
| 5920 | Realized sales profit | 1,990 | - | - | - |
| 5950 | Realized gross profit | 1,343,729 | 15 | 1,469,731 | 14 |
| Operating expense (Note 27) | |||||
| 6100 | Marketing expense | 404,368 | 4 | 534,074 | 5 |
| 6200 | Managerial expense | 236,607 | 3 | 244,122 | 2 |
| 6300 | R&D expense | 71,435 | 1 | 71,409 | 1 |
| 6000 | Total operating expense | 712,410 | 8 | 849,605 | 8 |
| 6900 | Operating income | 631,319 | 7 | 620,126 | 6 |
| Non-operating income and expense | |||||
| 7100 | Interest income (Note 27) | 3,845 | - | 5,235 | - |
| 7010 | Other income (Note 27 & 33) | 150,971 | 2 | 119,553 | 1 |
| 7020 | Other profit and loss (Note 27 & 33) | 3,347 | - | 193,509 | 2 |
| 7060 | Profit or loss ratio from associates and joint venture under the equity method (Note 13) | ( 12,785 ) | - | ( 5,249 ) | - |
| 7050 | Financial cost (Note 27 & 33) | ( 37,385 ) | ( 1 ) | ( 45,247 ) | - |
| 7000 | Total non-operating income and expense | 107,993 | 1 | 267,801 | 3 |
| 7900 | Net income before tax | 739,312 | 8 | 887,927 | 9 |
| 7950 | Income tax expense (Note 4 & 28) | 153,171 | 2 | 155,222 | 2 |
| 8200 | Net income | 586,141 | 6 | 732,705 | 7 |
(Continuing to next page)
(Continuing from front page)
| Code | 2025 | 2024 | |||||
|---|---|---|---|---|---|---|---|
| A m o u n t | % | A m o u n t | % | ||||
| 8310 | Other comprehensive profit or loss | ||||||
| 8311 | Items not-reclassified to profit or loss: | ||||||
| 8316 | Defined benefit plan re-measurement amount (Note 24) | $ 3,141 | - | $ 15,899 | - | ||
| 8320 | Unrealized profit or loss in valuation of equity instrument investment measured at fair value through other comprehensive profit or loss (Note 8 & 25) | ( 548,121 ) | ( 6 ) | 732,516 | 7 | ||
| 8349 | Income tax related to non-reclassified items (Note 28) | ( 232,485 ) | ( 3 ) | 125,827 | 1 | ||
| 8360 | Items could be reclassified to profit or loss subsequently: | ||||||
| 8361 | Exchange difference from conversion of financial statements of foreign operating institution (Note 25) | ( 20,083 ) | - | 21,429 | - | ||
| 8370 | Share of other comprehensive income of subsidiaries, associates, and joint ventures accounted for using the equity method (Note 13) | ( 1 ) | - | - | - | ||
| 8399 | Income tax related to items could be reclassified (Note 28) | ( 4,017 ) | - | 4,287 | - | ||
| 8300 | Total other comprehensive profit or loss | ( 328,905 ) | ( 3 ) | 639,472 | 6 | ||
| 8500 | Total comprehensive profit or loss – current | $ 257,236 | 3 | $ 1,372,177 | 13 | ||
| Net income (loss) attributable to: | |||||||
| 8610 | The company’s shareholders | $ 588,449 | 6 | $ 733,576 | 7 | ||
| 8620 | Non-controlling interest | ( 2,308 ) | - | ( 871 ) | - | ||
| 8600 | $ 586,141 | 6 | $ 732,705 | 7 | |||
| (Continuing to next page) |
(Continuing from front page)
| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Comprehensive profit or loss attributable to: | |||||
| 8710 | The company’s shareholders | $ 259,302 | 3 | $ 1,372,651 | 13 |
| 8720 | Non-controlling interest | ( 2,066 ) | - | ( 474 ) | - |
| 8700 | $ 257,236 | 3 | $ 1,372,177 | 13 | |
| Earnings per share (Note 29) | |||||
| 9710 | Basic | $ 1.23 | $ 1.54 | ||
| 9810 | Diluted | $ 1.23 | $ 1.53 |
The Notes enclosed are an integral part of the Consolidated Financial Statements.
Chairman:
CEO:
CFO:
Accountant:
Formosan Union Chemical Corporation and Subsidiaries
Consolidated Statement of Retained Earnings
3 January 1 - December 31, 2025 and 2024
Unit: NTS Thousand
| Code | A1 | Balance - 1/1/2024 | Shares (Thousand) | Additional paid-in capital (Note 25 & 30) | Legal reserve | Special reserve | Unappropriated earnings | T o t a l | Exchange difference from the conversion of financial instruments of foreign operating institutions | Total equity | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 477,016 | $ 4,770,163 | $ 77,090 | $ 1,182,361 | $ 251,175 | $ 940,223 | $ 2,373,761 | ($ 6,158) | $ 770,316 | $ 764,158 | $ 7,985,172 | $ 269,657 | $ 8,254,829 | ||||||
| The 2023 earnings appropriation and distribution | ||||||||||||||||||
| B1 | B5 | Legal reserve Cash dividend | - | - | - | - | 41,496 | - | ( 41,496 ) | - | - | - | - | - | - | - | - | |
| C7 | C7 | Changes in associates and joint venture under the equity method | - | - | - | 3 | - | - | - | - | - | - | - | - | 3 | - | 3 | |
| D1 | D1 | Net income (loss) - 2024 | - | - | - | - | - | - | 733,576 | 733,576 | - | - | - | 733,576 | ( 871 ) | 732,705 | ||
| D3 | D3 | Other comprehensive profit or loss after tax - 2024 | - | - | - | - | - | - | 12,322 | 12,322 | 17,142 | 609,611 | 626,753 | 639,075 | 397 | 639,472 | ||
| D5 | D5 | Total comprehensive profit or loss - 2024 | - | - | - | - | - | - | 745,898 | 745,898 | 17,142 | 609,611 | 626,753 | 1,372,651 | ( 474 ) | 1,372,177 | ||
| M3 | M3 | Disposal of subsidiaries | - | - | - | - | - | - | - | - | ( 24 ) | - | ( 24 ) | ( 24 ) | ( 633 ) | ( 657 ) | ||
| M7 | M7 | Changes in the equity of the subsidiary owned by the company | - | - | - | ( 954 ) | - | - | - | - | - | - | - | ( 954 ) | 954 | - | ||
| O1 | O1 | Changes in non-controlling interest | - | - | - | - | - | - | - | - | - | - | - | - | ( 349 ) | ( 349 ) | ||
| Q1 | Q1 | Disposal of equity instrument measured at fair value through other comprehensive profit or loss | - | - | - | - | - | - | 107,974 | 107,974 | - | ( 107,974 ) | ( 107,974 ) | - | - | - | ||
| Z1 | Z1 | Balance - 12/31/2024 | 477,016 | 4,770,163 | 76,139 | 1,223,857 | 251,175 | 1,466,391 | 2,941,423 | 10,960 | 1,271,953 | 1,282,913 | 9,070,638 | 269,155 | 9,339,793 | |||
| The 2024 earnings appropriation and distribution | ||||||||||||||||||
| B1 | B5 | Legal reserve Cash dividend | - | - | - | 85,387 | - | ( 85,387 ) | - | - | - | - | - | - | - | - | - | |
| C7 | C7 | Changes in associates and joint venture under the equity method | - | - | - | 2 | - | - | - | - | - | - | - | 2 | - | 2 | ||
| D1 | D1 | Net income (loss) - 2025 | - | - | - | - | - | 588,449 | 588,449 | - | - | - | - | 588,449 | ( 2,308 ) | 586,141 | ||
| D3 | D3 | Other after tax profit or loss - 2025 | - | - | - | - | - | ( 29,006 ) | ( 29,006 ) | ( 16,067 ) | ( 284,074 ) | ( 300,141 ) | ( 329,147 ) | 242 | ( 328,905 ) | |||
| D5 | D5 | Total comprehensive profit or loss - 2025 | - | - | - | - | - | 559,443 | 559,443 | ( 16,067 ) | ( 284,074 ) | ( 300,141 ) | 259,302 | ( 2,066 ) | 257,236 | |||
| O1 | O1 | Changes in non-controlling interest | - | - | - | - | - | - | - | - | - | - | - | - | ( 2,093 ) | ( 2,093 ) | ||
| Q1 | Q1 | Disposal of equity instrument measured at fair value through other comprehensive profit or loss | - | - | - | - | - | 222,952 | 222,952 | - | ( 222,952 ) | ( 222,952 ) | - | - | - | - | ||
| Z1 | Z1 | Balance - 12/31/2025 | 477,016 | $ 4,770,163 | $ 76,141 | $ 1,309,244 | $ 251,175 | $ 1,781,786 | $ 3,342,205 | ($ 5,107 ) | $ 764,927 | $ 759,820 | $ 8,948,329 | $ 264,996 | $ 9,213,325 |
The Notes enclosed are an integral part of the Consolidated Financial Statements.
Chairman:
CEO:
CFO:
Accountant:
Formosan Union Chemical Corporation and Subsidiaries
Consolidated Statement of Cash Flows
January 1 – December 31, 2025 and 2024
Unit: NT$ Thousand
| Code | Cash flow from operating activities | 2025 | 2024 |
|---|---|---|---|
| A00010 | Net income before tax | $ 739,312 | $ 887,927 |
| A20010 | Income, expense, and losses | ||
| A20100 | Depreciation expense | 254,752 | 256,833 |
| A20200 | Amortization expense | 2,631 | 2,399 |
| A20400 | Net profit of financial assets measured at fair value through profit or loss | ( 5,088 ) | ( 137,764 ) |
| A20900 | Financial cost | 37,385 | 45,247 |
| A21200 | Interest income | ( 3,845 ) | ( 5,235 ) |
| A21300 | Dividend income | ( 58,221 ) | ( 74,848 ) |
| A22300 | Profit ratio from associates and joint venture under the equity method | 12,785 | 5,249 |
| A22500 | Profit from the disposal of property, plant, and equipment | 1,021 | ( 211 ) |
| A23800 | Loss from the valuation of inventory | ( 17,362 ) | 18,629 |
| A23900 | Unrealized sales profit with joint venture | ( 172 ) | 1,883 |
| A24000 | Realized sales profit with joint venture | ( 1,990 ) | - |
| A24100 | Unrealized foreign exchange loss (profit) – net | ( 7,539 ) | ( 10,873 ) |
| A29900 | Loss from the disposal of subsidiaries | - | 1,752 |
| A29900 | Profit from lease betterment | ( 7,620 ) | ( 19 ) |
| A29900 | Other adjustments to reconcile | 1,438 | - |
| A30000 | Changes in operating assets and liabilities – net | ||
| A31115 | Financial assets measured at fair value through profit or loss mandatorily | ( 485,177 ) | 229,556 |
| A31130 | Notes receivable | ( 42,380 ) | 18,722 |
| A31150 | Accounts receivable | 106,380 | ( 47,052 ) |
| A31160 | Accounts receivable – related party | - | ( 3 ) |
| A31180 | Other receivable | 3,572 | ( 6,187 ) |
| A31190 | Other receivable – related party | 37 | ( 68 ) |
| A31200 | Inventories | 10,606 | 202,070 |
| A31230 | Prepayment | 148,071 | ( 165,642 ) |
| A31240 | Other current assets | 1,128 | 227 |
| A31990 | Defined benefit assets – net | ( 5,674 ) | ( 7,093 ) |
| A32130 | Notes payable | ( 915 ) | ( 10,259 ) |
| A32150 | Accounts payable | ( 51,784 ) | ( 219,858 ) |
| A32180 | Other accounts payable | ( 72,715 ) | 171,995 |
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| Code | 2025 | 2024 | |
|---|---|---|---|
| A32190 | Accounts payable – related party | ($ 1,738) | $ 1,615 |
| A32200 | Liability reserve | 15,046 | 789 |
| A32230 | Other current liabilities | 9,275 | 7,173 |
| A32240 | Defined benefit liabilities – net | 171 | 3,797 |
| A33000 | Cash from operating activities | 581,390 | 1,170,751 |
| A33100 | Interest collected | 4,041 | 5,232 |
| A33200 | Dividend collected | 58,221 | 74,848 |
| A33300 | Interest paid | ( 37,627) | ( 45,543) |
| A33500 | Income tax paid | ( 42,720) | ( 136,232) |
| AAAA | Net cash inflow from operating activities | 563,305 | 1,069,056 |
| Cash flow from investing activities | |||
| B00010 | Acquisition of financial assets measured at fair value through comprehensive profit or loss | ( 20,434) | ( 100,771) |
| B00020 | Disposal of financial assets measured at fair value through comprehensive profit or loss | 240,734 | 113,964 |
| B00040 | Acquisition of financial assets measured at the amortized cost | ( 40,000) | ( 73,000) |
| B00050 | Disposal of financial assets measured at the amortized cost | 73,000 | 66,000 |
| B01800 | Acquisition of investment under the equity method | ( 1,750) | ( 11,000) |
| B02000 | Increase in prepaid investment | - | ( 48,353) |
| B02100 | Decrease in prepaid investment | 43,353 | - |
| B02400 | Refund of capital reduction of invested companies under the equity method | - | 191,531 |
| B02700 | Acquisition of property, plant, and equipment | ( 52,266) | ( 335,763) |
| B02800 | Disposal of property, plant, and equipment | 2,148 | 2,027 |
| B03700 | Decrease (increase) in refundable deposit | 501 | ( 1,643) |
| B04500 | Acquisition of intangible assets | ( 2,777) | ( 6,674) |
| B06700 | Decrease (increase) in other noncurrent assets | 5,156 | ( 471) |
| B07100 | Increase in prepaid equipment | ( 11,580) | ( 47,070) |
| B07600 | Dividend collected from associates and joint venture | 12,446 | 5,923 |
| BBBB | Net cash inflow (outflow) from investing activities | 248,531 | ( 245,300) |
| Cash flow from financing activities | |||
| C00200 | Decrease in short-term loans | ( 110,758) | ( 650,982) |
| C01600 | Long-term loans | - | 155,703 |
| C01700 | Liquidated long-term loans | ( 155,703) | ( 104) |
| C03000 | Increase in deposits received | 563 | 3,381 |
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| Code | 2025 | 2024 | |
|---|---|---|---|
| C04020 | Payments of lease liabilities | ($ 110,284) | ($ 84,394) |
| C04500 | Distribution of cash dividend | ( 381,613) | ( 286,210) |
| C05800 | Changes in non-controlling interest | ( 2,093) | ( 349) |
| CCCC | Net cash outflow from financing activities | ( 759,888) | ( 862,955) |
| DDDD | Effect of changes in exchange rate on cash and cash equivalents | ( 231) | 785 |
| EEEE | Net decrease in cash | 51,717 | ( 38,414) |
| E00100 | Balance of cash – beginning | 449,634 | 488,048 |
| E00200 | Balance of cash – ending | $ 501,351 | $ 449,634 |
The Notes enclosed are an integral part of the Consolidated Financial Statements.
Chairman:
CEO:
CFO:
Accountant:
Independent Auditor’s Report
To: Formosan Union Chemical Corporation:
Independent Auditor’s opinion
We have audited the accompanying balance sheet of Formosan Union Chemical Corporation as of December 31, 2025 and 2024 and the related statements of income, retained earnings, cash flows and notes (including the summary of major accounting policies) to the financial statements for the years then ended.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Formosan Union Chemical Corporation as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended in conformity with the “Regulations Governing the Preparation of Financial Reports by Securities Firms.”
Basis of an audit opinion
We conducted our audit in accordance with the “Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants” and generally accepted auditing standards. The responsibilities of the independent auditors under these standards will be further explained in the audit performed on the financial statements. The personnel of the CPA Firm subject to the independence requirement have acted independently from the business operations of Formosan Union Chemical Corporation in accordance with the Code of Ethics and have performed other responsibilities of the Code of Ethics. We believe that our audit provides a reasonable basis for our opinion.
Key Audit Matters
The key audit matters refer to the most important matters in auditing the 2025 financial statements of Formosan Union Chemical Corporation in accordance with the professional judgment of the independent auditors. These matters have been handled during the process of reviewing the financial statements as a whole with audit opinions formed. We do not express an independent opinion on these matters.
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The independent auditor determined that the key audit matters of Formosan Union Chemical Corporation to be communicated in the 2025 financial statements are as follows:
The sales income generated from export customers
Formosan Union Chemical Corporation generates income mainly from the sales of alkylbenzene (dodecylbenzene), normal olefins, petroleum resins, and alkanols (nonylphenol), of which, the trading conditions agreed with the export customers are to recognize income when the products are loaded on board and the bill of lading is delivered to the customer. The income from the said export sales was significant in 2025. The occurrence of the said export sales had a material impact on the 2025 financial statements; therefore, the independent accountant had it classified as a key audit matter in 2025. Please refer to Notes 4 and 23 for the accounting policies and information on income recognition.
The independent auditor considers the income recognition policy and trade conditions for such important matter with the main auditing procedures implemented as follows:
- Understand and test the effectiveness of internal control design and implementation related to this type of sales income.
- Sample from the sales transaction statement of the targeted export customers to review the basic information of such export customers and check relevant external documents so to understand whether there is any material nonconformity occurred to the transaction counterparty.
- Randomly sample from the sales income transactions conducted with export customers to check the "Bill of Lading," "Invoice," and related shipping documents.
- Check whether there is a material sales return or discount occurred afterward by this type of customers as of the inspection report date.
The responsibility of the management and governance unit for the financial statements
The responsibility of the management is to have the financial statements presented fairly, in all material respects, in accordance with the "Regulations Governing the Preparation of Financial Reports by Securities Firms;" also, maintained the necessary internal controls related to the financial statements to ensure that the financial statements are free of any material misstatement arising from frauds or errors.
The management's responsibility while preparing the financial statements also includes assessing the continuing operation of Formosan Union Chemical Corporation, the disclosure of the relevant matters, and the adoption of the continuing operation accounting base, unless the
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management intends to liquidate Formosan Union Chemical Corporation or cease the business operation, or there is lack of any option except for liquidation or suspension.
The governance unit (including the Audit Committee) of Formosan Union Chemical Corporation is responsible for supervising the financial reporting process.
The independent auditor’s responsibility for auditing the financial statements
The purpose of the independent auditor’s auditing the financial statements is to obtain reasonable assurance about whether the financial statements are free of material misstatement arising from frauds or errors and with an audit report issued. Reasonable assurance means high assurance. However, the audit conducted in accordance with generally accepted auditing standards does not guarantee having any material misstatements in the financial statements detected. Material misstatements could arise from fraud or errors. If the misstated amount or aggregated amount is reasonably expected to affect the economic decisions made by the readers of the financial statements, it is considered significant.
The independent auditors, when conducting the audit in accordance with generally accepted auditing standards, shall exercise professional judgment and maintain professional suspicion. The independent auditors also perform the following tasks:
- Identify and evaluate the risk of material misstatement arising from frauds or errors of the financial statements; design and implement proper responsive measures for the assessed risks; also, obtain sufficient and adequate audit evidence for forming an audit opinion. Frauds may involve conspiracy, forgery, deliberate omission, false declaration, or violation of internal control; therefore, the risk of material misstatement arising from frauds is higher than that caused by errors.
- Obtain necessary understanding on the internal control related to the audit in order to design appropriate audit procedures under the circumstance, but the purpose is not to express an opinion on the effectiveness of the internal control of Formosan Union Chemical Corporation.
- Assess the appropriateness of the accounting policies adopted by the management; also, the reasonableness of the accounting estimates and related disclosures made.
- Based on the obtained audit evidence, make conclusions on the suitability of the continuing operation accounting base adopted by the management and whether or not the events or circumstances causing material doubts to the continuing operation ability of Formosan Union Chemical Corporation are with material uncertainties. If the independent auditors believe that such events or circumstances are with significant uncertainties, it is necessary to remind the readers of the financial statements in the audit report to pay attention to the
23
relevant disclosure or to revise the audit opinion when such disclosures are inappropriate. The conclusion of the independent auditors is based on the audit evidence obtained as of the audit report date. However, future events or circumstances may result in the inability of Formosan Union Chemical Corporation to operate continuously.
-
Evaluate the overall presentation, structure, and content of the financial statements (including the relevant notes) and whether or not the relevant transactions and events in the financial statements are presented fairly.
-
Obtain sufficient and appropriate audit evidence on the financial information of the individual business entity within Formosan Union Chemical Corporation in order to express an opinion on the financial statements. The independent auditors are responsible for guiding, supervising, and implementing the auditing process; they are also responsible for forming an opinion on the audit of Formosan Union Chemical Corporation.
The matters communicated by the independent auditors to the governance unit include the scope and timing of the planned audit, and the material findings (including the major nonconformities of internal controls identified in the auditing process).
The independent auditors have provided to the governance unit the declaration of independence of the CPA Firm personnel subject to the Code of Ethics; also, they have communicated with the governance unit regarding the relationship and other matters (including the relevant protection measures) that may affect the independence of the independent auditors.
The independent auditors have based on the communications with the governance unit to determine the key audit matters to be performed on the 2025 financial statements of Formosan Union Chemical Corporation. The independent auditors shall state the key audit matters in the audit report except for the specific matters prohibited from being disclosed by law and regulations, or, in rare cases; the independent auditors decide not to have specific matters communicated in the audit report since the negative effect of such disclosure can be reasonably expected to be greater than the increase of public interest.
Deloitte & Touche
CPA Wen-Yuan Chuang
Certificate issued by the Financial
Supervisory Commission
Jin-Guan-Zheng-Shen-Zi No. 1090347472
CPA Tung-Feng Lee
Securities and Futures Bureau Approval
Number
Tai Tsai Cheng Liu No. 0930128050
March 13, 2026
Formosan Union Chemical Corporation
Balance Sheet
December 31, 2025 and 2024
NT$ Thousand
| Code | A | s | s | e | t | s | 12/31/2025 | 12/31/2024 | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| A | m | o | u | n | t | |||||||
| Current assets | ||||||||||||
| 1100 | Cash (Note 4 & 6) | $ | 233,576 | 2 | $ | 233,747 | 2 | |||||
| 1110 | Financial assets measured at fair value through profit or loss – current (Note 4 & 7) | 465,206 | 5 | - | - | |||||||
| 1170 | Accounts receivable (Note 4, 9, & 23) | 674,175 | 7 | 791,826 | 7 | |||||||
| 1180 | Accounts receivable – related party (Note 4, 9, 23, & 30) | 25,093 | - | 43,772 | - | |||||||
| 1200 | Other receivable (Note 4 and 9) | 38,230 | - | 37,254 | - | |||||||
| 1210 | Other receivable – related party (Note 4, 9, & 30) | 216 | - | 253 | - | |||||||
| 130X | Inventory – net (Note 4, 5, & 10) | 1,910,032 | 18 | 2,105,576 | 19 | |||||||
| 1410 | Prepayment (Note 16 & 30) | 70,754 | 1 | 77,212 | 1 | |||||||
| 1470 | Other current assets (Note 16) | 1,631 | - | 2,588 | - | |||||||
| 11XX | Total current assets | 3,418,913 | 33 | 3,292,228 | 29 | |||||||
| Noncurrent assets | ||||||||||||
| 1517 | Financial assets measured at fair value through other comprehensive profit or loss – noncurrent (Note 4 & 8) | 877,489 | 8 | 1,646,510 | 15 | |||||||
| 1550 | Investment under the equity method (Note 4 & 11) | 4,232,230 | 41 | 4,277,203 | 38 | |||||||
| 1600 | Property, plant, and equipment (Note 4, 12, 30, & 31) | 1,150,225 | 11 | 1,156,894 | 10 | |||||||
| 1755 | Right-of-use assets (Note 4, 13, & 30) | 401,281 | 4 | 480,363 | 4 | |||||||
| 1760 | Investment property – net (Note 4, 14, & 31) | 243,322 | 2 | 171,558 | 2 | |||||||
| 1780 | Intangible assets (Note 4 & 15) | 1,964 | - | 732 | - | |||||||
| 1840 | Deferred income tax assets (Note 4 & 25) | 73,894 | 1 | 110,502 | 1 | |||||||
| 1990 | Other noncurrent assets (Note 16 & 31) | 33,733 | - | 104,609 | 1 | |||||||
| 15XX | Total noncurrent assets | 7,014,138 | 67 | 7,948,371 | 71 | |||||||
| 1XXX | Total assets | $ 10,433,051 | 100 | $ 11,240,599 | 100 | |||||||
| Code | Liabilities and Shareholders’ Equity | |||||||||||
| Current liabilities | ||||||||||||
| 2100 | Short-term loans (Note 17) | $ | - | - | $ 400,000 | 4 | ||||||
| 2150 | Notes payable (Note 18) | - | - | 914 | - | |||||||
| 2170 | Accounts payable (Note 18) | 298,486 | 3 | 332,376 | 3 | |||||||
| 2180 | Accounts payable – related party (Note 18 & 30) | 17,261 | - | 33,673 | - | |||||||
| 2219 | Other payables (Note 19) | 321,361 | 3 | 386,885 | 4 | |||||||
| 2220 | Other payables – related party (Note 19 & 30) | 3,649 | - | 10,668 | - | |||||||
| 2230 | Income tax liabilities – current (Note 4 & 25) | 107,671 | 1 | 3,140 | - | |||||||
| 2250 | Liability reserve – current (Note 4,5 & 20) | 28,748 | - | 13,717 | - | |||||||
| 2280 | Lease liability – current (Note 4, 13, & 30) | 123,336 | 1 | 116,184 | 1 | |||||||
| 2399 | Other current liabilities (Note 19 & 23) | 22,947 | - | 15,443 | - | |||||||
| 21XX | Total current liabilities | 923,459 | 8 | 1,313,000 | 12 | |||||||
| Noncurrent liabilities | ||||||||||||
| 2570 | Deferred income tax liabilities (Note 4 & 25) | 195,301 | 2 | 471,862 | 4 | |||||||
| 2580 | Lease liabilities – noncurrent (Note 4, 13, & 30) | 363,197 | 4 | 379,331 | 3 | |||||||
| 2640 | Net defined benefit liabilities – noncurrent (Note 4 & 21) | - | - | 2,970 | - | |||||||
| 2670 | Other noncurrent liabilities | 2,765 | - | 2,798 | - | |||||||
| 25XX | Total noncurrent liabilities | 561,263 | 6 | 856,961 | 7 | |||||||
| 2XXX | Total liabilities | 1,484,722 | 14 | 2,169,961 | 19 | |||||||
| Equity | ||||||||||||
| 3110 | Common stock capital | 4,770,163 | 46 | 4,770,163 | 43 | |||||||
| 3200 | Additional paid-in capital | 76,141 | 1 | 76,139 | 1 | |||||||
| Retained earnings | ||||||||||||
| 3310 | Legal reserve | 1,309,244 | 13 | 1,223,857 | 11 | |||||||
| 3320 | Special reserve | 251,175 | 2 | 251,175 | 2 | |||||||
| 3350 | Unappropriated earnings | 1,781,786 | 17 | 1,466,391 | 13 | |||||||
| 3300 | Total retained earnings | 3,342,205 | 32 | 2,941,423 | 26 | |||||||
| Other equities | ||||||||||||
| 3410 | Exchange difference from the conversion of financial statements of foreign operations | ( 5,107 ) | - | 10,960 | - | |||||||
| 3420 | Unrealized profit or loss in valuation of financial assets measured at fair value through other comprehensive profit or loss | 764,927 | 7 | 1,271,953 | 11 | |||||||
| 3400 | Total other equities | 759,820 | 7 | 1,282,913 | 11 | |||||||
| 3XXX | Total equity | 8,948,329 | 86 | 9,070,638 | 81 | |||||||
| Total Liabilities and Shareholders’ Equity | $ 10,433,051 | 100 | $ 11,240,599 | 100 |
The Notes enclosed are an integral part of the Financial Statements.
Chairman:
CEO:
CFO:
Accountant:
Formosan Union Chemical Corporation
Income Statement
January 1 – December 31, 2025 and 2024
Unit: NT$ Thousand; except for earnings per share in NT$
| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| A m o u n t | % | A m o u n t | % | ||
| 4100 | Operating income – net (Note 4, 23, & 30) | $ 6,559,993 | 100 | $ 7,365,949 | 100 |
| 5110 | Operating cost (Note 4, 10, 24, & 30) | 5,547,314 | 85 | 6,233,903 | 85 |
| 5900 | Gross profit | 1,012,679 | 15 | 1,132,046 | 15 |
| 5910 | Unrealized sales loss (profit) | 172 | - | ( 1,883 ) | - |
| 5920 | Realized sales profit | 1,990 | - | - | - |
| 5950 | Realized gross profit | 1,014,841 | 15 | 1,130,163 | 15 |
| Operating expense (Note 24 & 30) | |||||
| 6100 | Marketing expense | 296,153 | 5 | 389,651 | 5 |
| 6200 | Managerial expense | 175,060 | 3 | 176,975 | 2 |
| 6300 | R&D expense | 28,533 | - | 29,155 | - |
| 6000 | Total operating expense | 499,746 | 8 | 595,781 | 7 |
| 6900 | Operating income | 515,095 | 7 | 534,382 | 8 |
| Non-operating income and expense | |||||
| 7100 | Interest income (Note 24) | 1,923 | - | 2,227 | - |
| 7010 | Other income (Note 24 & 30) | 103,374 | 2 | 84,105 | 1 |
| 7020 | Other profit and loss (Note 24 & 30) | 11,954 | - | 179,853 | 2 |
| 7070 | Profit or loss ratio from subsidiaries, associates, and joint venture under the equity method (Note 11) | 92,672 | 1 | 81,494 | 1 |
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| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| Code | Am o u n t | % | Am o u n t | % | |
| 7050 | Financial cost (Note 24 & 30) | ($ 14,117) | - | ($ 21,912) | - |
| 7000 | Total non-operating income and expense | 195,806 | 3 | 325,767 | 4 |
| 7900 | Net income before tax | 710,901 | 10 | 860,149 | 12 |
| 7950 | Income tax expense (Note 4 & 25) | 122,452 | 2 | 126,573 | 2 |
| 8200 | Net income | 588,449 | 8 | 733,576 | 10 |
| Other comprehensive profit or loss | |||||
| 8310 | Items not-reclassified to profit or loss: | ||||
| 8311 | Defined benefit plan re-measurement amount (Note 21) | - | - | 11,465 | - |
| 8316 | Unrealized profit or loss in valuation of equity instrument investment measured at fair value through other comprehensive profit or loss (Note 8 & 22) | ( 539,286 ) | ( 8 ) | 721,208 | 10 |
| 8330 | Other comprehensive profit or loss ratio from subsidiaries, associates, and joint venture under the equity method (Note 22) | ( 6,907 ) | - | 14,200 | - |
| 8349 | Income tax related to items not reclassified to profit or loss (Note 22 & 25) | ( 233,113 ) | ( 4 ) | 124,940 | 2 |
| ( 313,080 ) | ( 4 ) | 621,933 | 8 |
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| Code | 2025 | 2024 | |||||
|---|---|---|---|---|---|---|---|
| A m o u n t | % | A m o u n t | % | ||||
| 8360 | Items could be reclassified to profit or loss subsequently: | ||||||
| 8361 | Exchange difference from conversion of financial statements of foreign operations (Note 22) | ($ 20,083) | - | $ 21,429 | - | ||
| 8380 | Share of other comprehensive income of subsidiaries, associates, and joint ventures accounted for using the equity method (Note 22) | ( 1) | - | - | - | ||
| 8399 | Income tax related to items could be reclassified (Note 22 & 25) | ( 4,017) | - | 4,287 | - | ||
| ( 16,067) | - | 17,142 | - | ||||
| 8300 | Total other comprehensive profit or loss | ( 329,147) | ( 4) | 639,075 | 8 | ||
| 8500 | Total comprehensive profit or loss – current | $ 259,302 | 4 | $ 1,372,651 | 18 | ||
| Earnings per share (Note 26) | |||||||
| 9710 | Basic | $ 1.23 | $ 1.54 | ||||
| 9810 | Diluted | $ 1.23 | $ 1.53 |
The Notes enclosed are an integral part of the Financial Statements.
Chairman : CEO : CFO : Accountant :
Formosan Union Chemical Corporation
Statement of Retained Earnings
January 1 – December 31, 2025 and 2024
Unit: NT$ Thousand
| Code | Balance (Thousand) | A m o u n t | Additional paid-in capital (Note 2 2) | Legal reserve | Special reserve | Unappropriated earnings | T o t a l | Unrealized profit or loss in valuation of financial assets measured at fair value through instruments of other companies | |||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Exchanger difference from the conversion of financial assets | T o t a l | Total equity | |||||||||
| A1 | 477,016 | $ 4,770,163 | $ 77,090 | $ 1,182,361 | $ 251,175 | $ 940,225 | $ 2,373,761 | ($ 6,158) | $ 770,316 | $ 764,158 | $ 7,985,172 |
| B1 | The 2023 earnings appropriation and distribution | ||||||||||
| B5 | Legal reserve | - | - | - | 41,496 | - | ( 41,496 ) | - | - | - | - |
| Cash dividend | - | - | - | - | - | ( 286,210 ) | ( 286,210 ) | - | - | ( 286,210 ) | |
| - | - | - | 41,496 | - | ( 327,706 ) | ( 286,210 ) | - | - | ( 286,210 ) | ||
| C7 | Changes in equity of associates and joint ventures accounted for using equity method | - | - | 3 | - | - | - | - | - | - | 3 |
| D1 | Net income - 2024 | - | - | - | - | - | 733,576 | 733,576 | - | - | 733,576 |
| D3 | Other comprehensive profit or loss - 2024 | - | - | - | - | - | 12,322 | 12,322 | 17,142 | 609,611 | 626,753 |
| D5 | Total comprehensive profit or loss - 2024 | - | - | - | - | - | 745,898 | 745,898 | 17,142 | 609,611 | 626,753 |
| M7 | Changes in ownership interests in subsidiaries | - | - | ( 954 ) | - | - | - | - | ( 24 ) | - | ( 24 ) |
| Q1 | Disposal of investments in equity instruments designated at fair value through other comprehensive income | - | - | - | - | - | 107,974 | 107,974 | - | ( 107,974 ) | ( 107,974 ) |
| Z1 | Balance - 12/31/2024 | 477,016 | 4,770,163 | 76,139 | 1,223,857 | 251,175 | 1,466,391 | 2,941,423 | 10,960 | 1,271,953 | 1,282,913 |
| B1 | The 2024 earnings appropriation and distribution | ||||||||||
| B5 | Legal reserve | - | - | - | 85,387 | - | ( 85,387 ) | - | - | - | - |
| Cash dividend | - | - | - | - | - | ( 381,613 ) | ( 381,613 ) | - | - | ( 381,613 ) | |
| - | - | - | 85,387 | - | ( 467,000 ) | ( 381,613 ) | - | - | ( 381,613 ) | ||
| C7 | Changes in associates and joint venture under the equity method | - | - | 2 | - | - | - | - | - | - | 2 |
| D1 | Net income - 2025 | - | - | - | - | - | 588,449 | 588,449 | - | - | 588,449 |
| D3 | Other comprehensive profit or loss - 2025 | - | - | - | - | - | ( 29,006 ) | ( 29,006 ) | ( 16,067 ) | ( 284,074 ) | ( 300,141 ) |
| D5 | Total comprehensive profit or loss - 2025 | - | - | - | - | - | 559,443 | 559,443 | ( 16,067 ) | ( 284,074 ) | ( 300,141 ) |
| Q1 | Disposal of investments in equity instruments designated at fair value through other comprehensive income | - | - | - | - | - | 222,952 | 222,952 | - | ( 222,952 ) | ( 222,952 ) |
| Z1 | Balance - 12/31/2025 | 477,016 | $ 4,770,163 | $ 76,141 | $ 1,309,244 | $ 251,175 | $ 1,781,786 | $ 3,342,205 | ($ 5,107 ) | $ 764,927 | $ 759,820 |
The Notes enclosed are an integral part of the Financial Statements.
Chairman:
CEO:
CFO:
Accountant:
Formosan Union Chemical Corporation
Statement of Cash Flows
January 1 – December 31, 2025 and 2024
| Code | Cash flow from operating activities | 2025 | Unit: NT$ Thousand 2024 |
|---|---|---|---|
| A00010 | Net income before tax | $ 710,901 | $ 860,149 |
| A20010 | Income and expense items | ||
| A20100 | Depreciation expense | 115,878 | 113,489 |
| A20200 | Amortization expense | 1,151 | 1,029 |
| A20400 | Net profit of financial assets measured at fair value through profit or loss | ( 4,278 ) | ( 136,856 ) |
| A20900 | Financial cost | 14,117 | 21,912 |
| A21200 | Interest income | ( 1,923 ) | ( 2,227 ) |
| A21300 | Dividend income | ( 43,029 ) | ( 55,776 ) |
| A22400 | Profit ratio from subsidiaries, associates, and joint venture under the equity method | ( 92,672 ) | ( 81,494 ) |
| A22500 | Loss (Profit) from the disposal of property, plant, and equipment | 797 | ( 220 ) |
| A23700 | Loss (Profit) from the valuation of inventory and obsolescence | ( 30,599 ) | 25,626 |
| A23900 | Unrealized sales profit (loss) with joint venture | ( 172 ) | 1,883 |
| A24000 | Realized sales profit with joint venture | ( 1,990 ) | - |
| A24100 | Unrealized exchange profit – net | ( 5,141 ) | ( 8,211 ) |
| A29900 | Gain on lease modification | ( 7,620 ) | - |
| A29900 | Other adjustments to reconcile | 1,438 | - |
| A30000 | Changes in operating assets and liabilities – net | ||
| A31115 | Financial assets measured at fair value through profit or loss mandatorily | ( 460,928 ) | 282,972 |
| A31140 | Notes receivable – related party | - | 852 |
| A31150 | Accounts receivable | 122,589 | ( 112,015 ) |
| A31160 | Accounts receivable – related party | 18,679 | ( 6,798 ) |
| A31180 | Other receivable | ( 974 ) | ( 1,782 ) |
| A31190 | Accounts receivable | 37 | 2,856 |
| A31200 | Inventories | 266,094 | 343,930 |
| A31230 | Prepayment | 29,305 | ( 25,479 ) |
| A31240 | Other current assets | 957 | 408 |
| A32130 | Notes payable | ( 914 ) | ( 10,260 ) |
| A32150 | Accounts payable | ( 33,707 ) | ( 230,426 ) |
| A32160 | Accounts payable – related party | ( 16,315 ) | 8,718 |
| A32180 | Other payable | ( 59,670 ) | 147,383 |
| A32190 | Other payable – related party | ( 7,116 ) | 6,977 |
| A32200 | Liability reserve | 15,031 | 266 |
| A32230 | Other current liabilities | 7,504 | ( 5,100 ) |
| A32240 | Defined benefit liabilities – net | ( 2,970 ) | ( 637 ) |
| A33000 | Cash from operating activities | 534,460 | 1,141,169 |
(Continuing to next page)
(Continuing from front page)
| Code | 2025 | 2024 | |
|---|---|---|---|
| A33100 | Interest collected | 1,923 | 2,223 |
| A33200 | Dividend collected | 43,029 | 55,776 |
| A33300 | Interest paid | ( 14,396 ) | ( 22,163 ) |
| A33500 | Income tax paid | ( 20,744 ) | ( 125,962 ) |
| AAAA | Net cash inflow from operating activities | 544,272 | 1,051,043 |
| Cash flow from investing activities | |||
| B00010 | Acquisition of financial assets measured at the fair value through other profit or loss | ( 11,000 ) | ( 100,771 ) |
| B00020 | Disposal of financial assets measured at the fair value through other profit or loss | 240,734 | 113,964 |
| B01800 | Acquisition of investment under the equity method | ( 1,750 ) | ( 11,000 ) |
| B02000 | Increase in prepaid equipment | - | ( 48,353 ) |
| B02100 | Decrease in prepayments for investments | 48,353 | - |
| B02400 | Refund of capital reduction of invested companies under the equity method | - | 191,531 |
| B02700 | Acquisition of property, plant, and equipment | ( 22,629 ) | ( 43,819 ) |
| B02800 | Disposal of property, plant, and equipment | 537 | 1,081 |
| B03800 | Decrease (increase) in refundable deposit | 292 | ( 1,568 ) |
| B04500 | Acquisition of intangible assets | ( 2,383 ) | ( 314 ) |
| B07100 | Increase in prepaid equipment | ( 2,450 ) | ( 29,662 ) |
| B07600 | Dividend collected from subsidiaries, associates, and joint venture | 114,569 | 15,823 |
| BBBB | Net cash inflow from investing activities | 364,273 | 86,912 |
| Cash flow from financing activities | |||
| C00200 | Decrease in short-term loans | ( 400,000 ) | ( 530,000 ) |
| C03000 | Increase (decrease) in deposits received | ( 33 ) | 654 |
| C04020 | Payments of lease liabilities | ( 127,070 ) | ( 96,984 ) |
| C04500 | Distribution of cash dividend | ( 381,613 ) | ( 286,210 ) |
| C05400 | Acquisition of equity from the subsidiaries | - | ( 200,000 ) |
| CCCC | Net cash outflow from financing activities | ( 908,716 ) | ( 1,112,540 ) |
| EEEE | Net increase (decrease) in cash | ( 171 ) | 25,415 |
| E00100 | Cash – beginning | 233,747 | 208,332 |
| E00200 | Cash – ending | $ 233,576 | $ 233,747 |
The Notes enclosed are an integral part of the Financial Statements.
Chairman :
CEO :
CFO :
Accountant :
33
Proposal II Proposal of 2025 Earnings Distribution for Ratification.
(Proposed by the Board of Directors)
Explanatory Notes:
(1) The Company’s 2025 available distributable earnings is NTD 1,703,544,041, as noted on the Statement of Earnings Distribution (please refer to Page 34 of the Handbook).
(2) The distribution of this cash dividend is “rounding down from digit.” The total amount in fractions shall be included as the other revenue of the Company.
(3) In case of any change of laws and regulations, change of rectification by the competent authority, or changes occur in Company shares (transfer of treasury stocks, translation, and cancellation, capital increase (capital decrease), buy back (sell) Company stocks, domestic and foreign convertible corporate bonds, or exercise of employee stock warrants), that affects the aggregate number of outstanding shares and changes the dividend rate paid to shareholders, the Board of Directors shall be delegated to apply for relevant matters.
(4) The proposal was approved at the Company's 17th board meeting of the 18th session and submitted to the Audit Committee. The ratification of the Annual 2026 Shareholders' Meeting is respectfully requested.
(5) Upon the approval of the Annual Shareholders' Meeting, it is proposed that the Board of the Directors be authorized to determine the distribution date.
Resolution:
34
FORMOSAN UNION CHEMICAL CORP.
Earnings Distribution Proposal for 2025
Unit: New Taiwan Dollars
| Item | Amount |
|---|---|
| Beginning Balance: | 999,391,049 |
| Add: Transfer of Other Comprehensive Income and Other Equity Items to Retained Earnings | 193,942,998 |
| Add: Profit After Tax this Year | 588,449,215 |
| Minus: Recognized 10% Legal Reserve | (78,239,221) |
| Distributable Retained Earnings | 1,703,544,041 |
| Distribution items: | |
| Cash Dividend to Shareholders (NT 1 per Share) | (477,016,272) |
| End of Period Retained Earnings | 1,226,527,769 |
(Sealed)
Chairman

(Sealed)
President:

(Sealed)
Accountant in Chief:

(Sealed)
Accountant:
35
Discussion Items
Proposal I Discussion of the amendments to " Articles of Incorporation "
(Proposed by the Board of Directors)
Explanatory Notes:
- To comply with Article 4 of the “Directions for the Establishment and Exercise of Powers of the Board of Directors of TWSE Listed Companies,” it is proposed to amend certain provisions of the Company’s Articles of Incorporation.
- The Comparison Table of the amended articles is set out. (Please refer to the Handbook p.45)
- The proposal was approved at the Company's 17th board meeting of the 18th session. The review and approval of the amendments is respectfully requested.
Resolution:
36
Election Item
Proposal I Election of the Company's Directors of new term.
(Proposed by the Board of Directors)
Explanatory Notes:
-
The Company’s current Directors have their tenure expired on June 30, 2026. It is proposed that the 2026 Annual Shareholders' Meeting hold an election of the Company's Directors of new term.
-
It is conducted in accordance with Article 20 of the Company's Articles of Incorporation, and the proposed number of Directors should be 15 (including 3 Independent Directors). The new Directors should be appointed for a term of three years commencing on the date July 01, 2026 and ending on June 30, 2029.
-
The Company adopts a candidate nomination system for the election of Directors. Shareholders should select Directors from the list of candidates.
-
The list of Director candidates has been reviewed and approved by the 17th meeting of the 18th term of the Board of Directors. For candidate information, please refer to the Handbook pp. 37~38.
-
Please call for election.
Election results:
| No. | Category of Candidates | Name / Represented Name of Legal Person | Education | Experience | Number of shares held (shares) | No. and Names of Other Public Companies Where the Independent Director Holds Concurrent Directorships | Notes (including explanation of the eligibility of independent directors) |
|---|---|---|---|---|---|---|---|
| 1 | Director | Shin Shing Chemical Corp. Representative: Huang, Shen-Tsai | Hosei University Japan | Chairman / Hsin-Chuang Sportsware Corp | 18,824,000 | Not applicable | – |
| 2 | Director | Huang,Sheng-Shun | Law Department / National Taiwan University | Chairman / Cheng Meii Development Group. | 1,332,982 | Not applicable | – |
| 3 | Director | Chairman /Hemao Venture Investment Corp. Representative: Chang, Lee-Chiou | Master of Institute of Insurance / National Chengchi University | Chairman / Ho Tung Chemical Corp. | 9,857 | Not applicable | – |
| 4 | Director | Huang,Teh-Lun | National Dong Hwa University | Chairman /Defia Coffee Co.,Ltd. | 590,200 | Not applicable | – |
| 5 | Director | Ever-Prosperous Multitechnologies Enterprise Ltd. Representative:Ko, Yen-Huei | Ph.D.in Management/ National Central University | Chairman /Jian Yu Genhealth Pharma | 4,043,091 | Not applicable | – |
| 6 | Director | Hsin Chang Construction Corp. Representative: Kuo,Chih-Chun | Department of Civil Engineering / Tamkang University | Chairman / Sin Chang Construction Corp. | 1,836,622 | Not applicable | – |
| 7 | Director | Chi-Tong Investment Co., Ltd. Representative: Huang,Cheng-Feng | Law Department / Fu Jen Catholic University | Chairman / True Investment Corp. | 28,924,000 | Not applicable | – |
| 8 | Director | Lien,Te-Shih | World Journalism College | Chairman / Shin Shing Construction Corp. | 123,908 | Not applicable | – |
| No. | Category of Candidates | Name / Represented Name of Legal Person | Education | Experience | Number of shares held (shares) | No. and Names of Other Public Companies Where the Independent Director Holds Concurrent Directorships | Notes (including explanation of the eligibility of independent directors) |
|---|---|---|---|---|---|---|---|
| 9 | Director | Shin Shing Chemical Corp. Representative: Lee,Hung-Te | West Coast University | General Manager /Formosan Union Chemical Corp. | 18,824,000 | Not applicable | – |
| 10 | Director | Lion Home Products (Taiwan) Co., Ltd. Representative: Ho,Hao | Chinese Culture University | Chairman / Lion Home Products (Taiwan) Co., Ltd. | 11,571,347 | Not applicable | – |
| 11 | Director | Kuo,Chen-Chih | Master's degree / University of California, Los Angeles | Director/ Formosan Union Chemical Corp. | 3,111,104 | Not applicable | – |
| 12 | Director | Formosa Chemicals & Fiber Corp. Representative: Wu,Shih-Chang | Department of Business Administration / Tamkang University | Independent Director/ Uni-President Enterprises Corp. | 14,723,422 | Not applicable | – |
| 13 | Independent Director | Tsai,Wei-Jen | Master's degree /Department of International Business /Soochow University | Chairman / San Hui Capital Co., Ltd. | 0 | No | Qualified and independent as an independent director. |
| 14 | Independent Director | Ko,Su-Ying | Bachelor of Business Administration/Hosei University Japan | Executive Director /Hon Hui Xin Bei Co., Ltd. | 69,286 | One : Eslite Spectrum Corporation | Qualified and independent as an independent director. |
| 15 | Independent Director | Shieh,Yu | College of Law, National Taiwan University | Managing Partner/ Lien Te Law Offices | 0 | No | Qualified and independent as an independent director. |
39
Other Discussion Item
Proposal I Proposal to lift non-compete restrictions on the Company's newly appointed directors and their representatives for discussion.
(Proposed by the Board of Directors)
Explanatory Notes:
-
It is conducted in accordance with Article 209 of the Company Act, which provides that “a director who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to the shareholders meeting the essential contents of such an act and secure its approval.”
-
To leverage the expertise and relevant industry experience of the Company’s newly appointed directors, it is proposed, in accordance with applicable laws, to seek the approval of the shareholders’ meeting to lift the non-competition restrictions on the directors and their representatives.
-
Details of the proposed lifting of non-competition restrictions on directors.
| Director's Name | Position Concurrently Served in Other Companies | ||||
|---|---|---|---|---|---|
| Shin Shing Chemical Corp. | |||||
| Representative \ Huang, Shen-Tsai | Chairman / Shin Shing Chemical Corp. | ||||
| Chairman / Hsin-Chuang Sportsware Corp. | |||||
| Hemao Venture Investment Co., Ltd. | |||||
| Representative \ Chang, Lee-Chiou | Chairman / Ho Tung Chemical Corporation | Chairman / Viarich Biotechnology Co., Ltd | Chairman / YH Bio Co., Ltd | Chairman / Cheng Fong Chemical Co., Ltd. | Chairman / Herbiotek Co., Ltd. |
| Chairman / Panion & BF Biotech Inc. | Chairman/ T3EX Global Holdings Co., Ltd | Chairman/ Shun Tien International Investment Co., Ltd. | Chairman/ Su n Ten Pharmaceutical Co., Ltd. | Chairman/ ESG Agritech Limited Company | |
| Director/TriKnight Capital Corporation | Director/Anti-Microbial Savior BioteQ Co., Ltd. | Director/FOCI Fiber Optic Communications Inc. | Independent Director/Asia Polymer Corporation | Independent Director/Com pal Electronics, Inc. | |
| Independent Director/ Taiwan Hopax Chemicals. Mfg.Co.,Ltd. | |||||
| Formosa Chemicals & Fiber Corp. | |||||
| Representative \ Wu,Shih-Chang | Senior manager/ Formosa Biomedical Technology Corp. | ||||
| Lion Home Products (Taiwan) Co., Ltd. | |||||
| Representative \ Ho,Hao | Consultant / Lion Home Products (Taiwan) Co., Ltd. | ||||
| Huang,Teh-Lun | Director / United Performance Materials Corp. | ||||
| Shin Shing Chemical Corp. | |||||
| Representative \ Lee,Hung-Te | Chairman / Hershey Environmental Protection Technology Co., Ltd. | ||||
| Director / Chang Chun-Fucc Fine Chemical (Changshu) Co., Ltd. |
Resolution:
40
Extemporary Motion
Adjournment
41
Annex 1
FORMOSAN UNION CHEMICAL CORP.
Comparison Table of Amended Articles of "Corporate Governance Best Practice Principles"
| Article | Amended Articles | Current Articles | Description |
|---|---|---|---|
| Article 24 | The Company may, in accordance with its Articles of Incorporation, appoint three or more independent directors, and the number of independent directors should not be less than one-fifth of the total number of board seats. |
Independent directors shall possess professional expertise, and restrictions shall be imposed on their shareholdings. In addition to complying with applicable laws and regulations, they should not concurrently serve as directors (including independent directors) or supervisors of more than five listed companies. Furthermore, they shall maintain independence within the scope of their duties and must not have any direct or indirect interest in the Company. | The Company may, in accordance with its Articles of Incorporation, appoint two or more independent directors, and the number of independent directors should not be less than one-fifth of the total number of board seats.
Independent directors shall possess professional expertise, and restrictions shall be imposed on their shareholdings. In addition to complying with applicable laws and regulations, they should not concurrently serve as directors (including independent directors) or supervisors of more than five listed companies. Furthermore, they shall maintain independence within the scope of their duties and must not have any direct or indirect interest in the Company. | Amended in response to the revision of Article 4 of the “Directions for the Establishment and Exercise of Powers by the Board of Directors of TWSE-Listed Companies” issued by the Taiwan Stock Exchange Corporation. |
| Article 62 | The above text follows the original articles.
These Guidelines were amended by the Board of Directors on March 11, 2026. | These Guidelines were amended by the Board of Directors on August 10, 2011.
These Guidelines were amended by the Board of Directors on March 20, 2020.
These Guidelines were amended by the Board of Directors on November 8, 2024. | Add the amendment date. |
Annex 2
FORMOSAN UNION CHEMICAL CORP.
Comparison Table of Amended Articles of "Sustainable Development Best Practice Principles"
| Articles | Amended Articles | Current Articles | Description |
|---|---|---|---|
| Article 15 | The Company should take into consideration the impact of its operations on ecological benefits, promote and advocate the concept of sustainable consumption, and conduct its R&D, procurement, production, operations, and services in accordance with the following principles to reduce the impact of its operations on the natural environment, biodiversity, and human society: |
- Reduce resource and energy consumption of products and services.
- Reduce emissions of pollutants, toxic substances, and waste, and properly manage and dispose of waste.
- Enhance the recyclability and reusability of raw materials or products.
- Maximize the sustainable use of renewable resources.
- Extend product durability.
- Improve the efficiency of products and services.
-
Strengthen the conservation of marine and terrestrial biodiversity and ecosystems, ensure the sustainable use of resources, and promote fair and equitable benefits. | The Company should take into consideration the impact of its operations on ecological benefits, promote and advocate the concept of sustainable consumption, and conduct its R&D, procurement, production, operations, and services in accordance with the following principles to reduce the impact of its operations on the natural environment, biodiversity, and human society:
-
Reduce resource and energy consumption of products and services.
- Reduce emissions of pollutants, toxic substances, and waste, and properly manage and dispose of waste.
- Enhance the recyclability and reusability of raw materials or products.
- Maximize the sustainable use of renewable resources.
- Extend product durability.
- Improve the efficiency of products and services. | Revised in accordance with the latest amendments dated September 2, 2025. |
| Article 17 | The Company should assess the potential risks and opportunities of climate change on its current and future operations and adopt appropriate response measures.
The Company should adopt generally accepted domestic and international standards or guidelines to conduct a greenhouse gas (GHG) inventory and disclose the results. The scope should include: | The Company should assess the potential risks and opportunities of climate change on its current and future operations and adopt appropriate response measures.
The Company should adopt generally accepted domestic and international standards or guidelines to conduct a greenhouse gas (GHG) inventory and disclose the results. The scope should include: | Revised in accordance with the latest amendments dated September 2, 2025. |
| | 1.Direct GHG emissions: Emissions from sources owned or controlled by the Company.
2.Indirect GHG emissions: Emissions resulting from the consumption of purchased electricity, heat, or steam.
3.Other indirect emissions: Emissions arising from the Company’s activities that are not energy-related indirect emissions and originate from sources owned or controlled by other entities.
The Company should compile statistics on total GHG emissions, water consumption, and total waste generation, and establish policies on energy conservation and carbon reduction, GHG reduction, water conservation, and other waste management measures. The acquisition of carbon credits should also be incorporated into the Company’s carbon reduction strategy and implemented accordingly, in order to mitigate the impact of the Company’s operational activities on climate change. | 1.Direct GHG emissions: Emissions from sources owned or controlled by the Company.
2.Indirect GHG emissions: Emissions resulting from the consumption of purchased electricity, heat, or steam.
The Company should compile statistics on total GHG emissions, water consumption, and total waste generation, and establish policies on energy conservation and carbon reduction, GHG reduction, water conservation, and other waste management measures. The acquisition of carbon credits should also be incorporated into the Company’s carbon reduction strategy and implemented accordingly, in order to mitigate the impact of the Company’s operational activities on climate change. | |
| --- | --- | --- | --- |
| Article 21 | The Company should create a favorable environment for employees’ career development and establish effective training programs to enhance career competencies.
The Company should establish industry-academia collaboration programs to cultivate talent for the industry.
The Company shall formulate and implement reasonable employee welfare measures (including compensation, leave, and other benefits), and appropriately reflect operating performance or results in employee compensation, in order to ensure talent recruitment, retention, and motivation, and to achieve the goal of sustainable operations. | The Company should create a favorable environment for employees’ career development and establish effective training programs to enhance career competencies.
The Company shall formulate and implement reasonable employee welfare measures (including compensation, leave, and other benefits), and appropriately reflect operating performance or results in employee compensation, in order to ensure talent recruitment, retention, and motivation, and to achieve the goal of sustainable operations. | Revised in accordance with the latest amendments dated September 2, 2025. |
43
| Article22-1 | The Company should treat its customers or consumers of its products or services in a fair and reasonable manner. Such treatment includes the principles of fairness and good faith in contracting, duty of care and loyalty, truthfulness in advertising and solicitation, suitability of products or services, proper notification and disclosure, balanced compensation and performance evaluation, protection of complaint rights, and professionalism of personnel. The Company shall formulate relevant implementation strategies and specific measures accordingly. | The Company should treat its customers or consumers of its products or services in a fair and reasonable manner.
The Company shall formulate relevant implementation strategies and specific measures accordingly. | Revised in accordance with the latest amendments dated September 2, 2025. |
| --- | --- | --- | --- |
| Article 25 | The Company should assess and manage various risks that may cause operational disruptions, in order to mitigate their impact on consumers and society.
The Company should provide transparent and effective consumer complaint procedures, handle consumer complaints fairly and promptly, and comply with the Personal Data Protection Act and other applicable laws and regulations. The Company shall duly respect consumers’ privacy rights and protect the personal data provided by consumers. | The Company should provide transparent and effective consumer complaint procedures, handle consumer complaints fairly and promptly, and comply with the Personal Data Protection Act and other applicable laws and regulations. The Company shall duly respect consumers’ privacy rights and protect the personal data provided by consumers. | Revised in accordance with the latest amendments dated September 2, 2025. |
| (NEW) Article 27-1 | The Company should, through donations, sponsorships, investments, procurement, strategic partnerships, corporate volunteer technical services, or other forms of support, continuously allocate resources to cultural and artistic activities or the cultural and creative industries, in order to promote cultural development. | | Revised in accordance with the latest amendments dated September 2, 2025. |
45
Annex 3
FORMOSAN UNION CHEMICAL CORP.
Comparison Table of Amended Articles of "Articles of Incorporation"
| Articles | Amended Articles | Current Articles | Description |
|---|---|---|---|
| Article 20 | The Company shall have fifteen to twenty directors. The election of directors shall adopt the candidate nomination system in accordance with Article 192-1 of the Company Act, and directors shall be elected by the shareholders’ meeting from a list of director candidates. The directors shall form a Board of Directors and elect one person from among themselves as the Chairperson of the Board, and may elect one person as the Vice Chairperson. The Chairperson shall represent the Company externally. |
Among the aforementioned number of directors, the number of independent directors shall be no fewer than three and shall not be less than one-fifth of the total number of director seats.
Independent directors and non-independent directors shall be elected together, with the number of elected seats calculated separately.
The establishment and election of independent directors shall be governed by the Company Act and relevant laws and regulations.. | The Company shall have fifteen to twenty directors. The election of directors shall adopt the candidate nomination system in accordance with Article 192-1 of the Company Act, and directors shall be elected by the shareholders’ meeting from a list of director candidates. The directors shall form a Board of Directors and elect one person from among themselves as the Chairperson of the Board, and may elect one person as the Vice Chairperson. The Chairperson shall represent the Company externally.
Among the aforementioned number of directors, the number of independent directors shall be no fewer than two and shall not be less than one-fifth of the total number of director seats.
Independent directors and non-independent directors shall be elected together, with the number of elected seats calculated separately.
The establishment and election of independent directors shall be governed by the Company Act and relevant laws and regulations. | Amended in accordance with Article 4 of the “Directions for the Establishment of Boards of Directors by TWSE Listed Companies and the Exercise of Their Powers” issued by the Taiwan Stock Exchange Corporation. |
| Article 37 | The above text follows the original article.
44^{th} amendment on June 11, 2026. | The above text follows the original article. | Add the amendment date. |
Appendix I
FORMOSAN UNION CHEMICAL CORP.
Corporate Governance Best Practice Principles
Amended and approved by the Board of Directors on March 11, 2026.
Chapter 1 General Provisions
Article 1 In order to establish a sound corporate governance system and promote the healthy development of the securities market, the Company has adopted this Code for compliance.
Article 2 In addition to complying with applicable laws and the Company's Articles of Incorporation, as well as agreements and relevant regulations entered into with the Taiwan Stock Exchange or the Taipei Exchange, the Company shall adhere to the following principles:
- Protect the rights and interests of shareholders.
- Strengthen the functions of the Board of Directors.
- Enhance the functions of Supervisors.
- Respect the rights and interests of stakeholders.
- Improve information transparency.
Article 3 The Company shall, in accordance with the "Regulations Governing Establishment of Internal Control Systems by Public Companies," take into account the overall business activities of the Company and its subsidiaries in designing and effectively implementing its internal control system. The system shall be reviewed as needed to respond to internal and external environmental changes to ensure the continuous effectiveness of its design and implementation.
In addition to conducting self-evaluations of the internal control system, the Board of Directors and management shall review the results of departmental self-assessments and audit reports from the internal audit unit at least once a year. The Audit Committee shall monitor and supervise this process.
Directors and Supervisors shall regularly meet with internal auditors to discuss any deficiencies in the internal control system. Records of these meetings should be kept, followed up for implementation of improvements, and reported to the Board of Directors. The Company is encouraged to establish communication channels and mechanisms between independent directors, the Audit Committee, and the head of the internal audit unit. The convener of the Audit Committee shall report on communications between committee members and the internal audit officer at the shareholders' meeting.
For companies that have established an Audit Committee in accordance with the Securities and Exchange Act, assessment of the effectiveness of the internal control system shall be approved by more than half of all Audit Committee members and submitted to the Board of Directors for resolution.
The Company's management shall place importance on the internal audit unit and
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personnel by granting adequate authority to effectively examine and assess deficiencies in the internal control system and measure operational efficiency, thereby ensuring the system's effective implementation. This support will also assist the Board and management in fulfilling their responsibilities and enhancing corporate governance practices.
To implement the internal control system and strengthen the professional capabilities of internal audit personnel’s deputies—thus enhancing and maintaining audit quality and execution effectiveness—the Company shall appoint deputies for internal audit personnel.
The provisions of Article 11, Paragraph 3 regarding the qualifications of internal auditors, and Articles 16, 17, and 18 of the "Regulations Governing Establishment of Internal Control Systems by Public Companies" shall apply mutatis mutandis to the designated deputies of internal auditors.
Article 3-1
The Company is advised to appoint an appropriate number of qualified corporate governance personnel based on its scale, business operations, and management needs. In accordance with the regulations of the competent authority, the Taiwan Stock Exchange (TWSE), or the Taipei Exchange (TPEx), the Company shall designate one corporate governance officer who shall serve as the most senior executive responsible for corporate governance affairs. This individual should hold a professional license as a lawyer or certified public accountant, or have at least three years of experience in a managerial role handling legal affairs, regulatory compliance, internal audit, finance, shareholder services, or corporate governance at a securities, financial, futures institution, or a public company.
The corporate governance affairs mentioned above shall at minimum include the following:
- Handling matters related to Board of Directors and Shareholders’ Meetings in accordance with the law.
- Preparing the minutes of the Board of Directors and Shareholders’ Meetings.
- Assisting directors and supervisors with onboarding and ongoing professional development.
- Providing information required by directors and supervisors for the execution of their duties.
- Assisting directors and supervisors in complying with relevant laws and regulations.
- Other matters as stipulated in the Company’s Articles of Incorporation or internal agreements.
Chapter II Protection of Shareholders’ Rights
Section 1 Encouraging Shareholders’ Participation in Corporate Governance
Article 4
The Company’s corporate governance system shall be established to protect shareholders’ rights and ensure fair treatment of all shareholders.
The Company shall establish a governance framework that ensures shareholders
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enjoy full rights to be informed of, participate in, and make decisions on material matters of the Company.
Article 6
The Board of Directors shall properly arrange the agenda and procedures for shareholders’ meetings, establish principles and procedures for shareholders to nominate directors and supervisors and propose motions, and appropriately handle proposals submitted by shareholders in accordance with the law.
Shareholders’ meetings shall be held at convenient locations, with sufficient time allocated and competent personnel assigned to facilitate the check-in process. Shareholders shall not be required to provide any documentation other than what is legally necessary for attending the meeting.
Each motion shall be given reasonable discussion time, and shareholders shall be provided with appropriate opportunities to express their opinions.
For shareholders’ meetings convened by the Board, the chairperson of the board shall preferably preside over the meeting. More than half of the board members (including at least one independent director) and at least one supervisor should attend in person, along with at least one representative from each functional committee. The attendance of these members shall be recorded in the minutes of the shareholders’ meeting.
Article 5
The Company shall convene shareholders’ meetings in accordance with the Company Act and related laws and regulations, and shall establish comprehensive rules of procedure. All matters requiring shareholders’ resolutions must be handled in strict compliance with these procedural rules. The content of resolutions adopted at shareholders’ meetings shall comply with the laws and the Articles of Incorporation.
Article 6
The Board of Directors shall properly arrange the agenda and procedures for shareholders’ meetings, establish principles and procedures for shareholders to nominate directors and supervisors and propose motions, and appropriately handle proposals submitted by shareholders in accordance with the law.
Shareholders’ meetings shall be held at convenient locations, with sufficient time allocated and competent personnel assigned to facilitate the check-in process. Shareholders shall not be required to provide any documentation other than what is legally necessary for attending the meeting.
Each motion shall be given reasonable discussion time, and shareholders shall be provided with appropriate opportunities to express their opinions.
For shareholders’ meetings convened by the Board, the chairperson of the board shall preferably preside over the meeting. More than half of the board members (including at least one independent director) and at least one supervisor should attend in person, along with at least one representative from each functional committee. The attendance of these members shall be recorded in the minutes of the shareholders’ meeting.
Article 7
The Company shall encourage shareholders to participate in corporate governance
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and is advised to appoint a professional shareholder services agent to handle shareholders' meeting affairs, ensuring the meeting is held legally, effectively, and securely.
The Company shall utilize various means and channels, fully adopting digital information disclosure and electronic voting mechanisms. Both Chinese and English versions of the meeting notice, agenda handbook, and supplemental materials should be uploaded simultaneously to enhance shareholder participation and ensure shareholders' legal rights to exercise their voting rights.
If the Company adopts electronic voting at the shareholders' meeting, it should avoid raising ad hoc motions or amendments to original proposals. The Company is advised to arrange for separate voting on each proposal and shall upload the voting results (including votes for, against, and abstentions) to the Market Observation Post System (MOPS) on the same day as the meeting.
If the Company distributes commemorative gifts to shareholders attending the meeting, it shall ensure fair treatment and avoid any form of discrimination.
Article 8 The Company shall prepare minutes of shareholders' meetings in accordance with the Company Act and related laws. For proposals with no objection from shareholders, the minutes shall record: “Resolved by the chairperson that the proposal was approved without objection by all attending shareholders.”
For proposals where objections are raised and a vote is taken, the voting method and results shall be documented. In the case of director and supervisor elections, the minutes shall indicate the voting method and the number of votes received by each elected candidate.
The minutes of the shareholders' meetings shall be properly and permanently retained throughout the Company's existence. If the Company has a website, it is advisable to fully disclose such records online.
Article 9 The chairperson of the shareholders' meeting shall be well-acquainted with and adhere to the rules of procedure adopted by the Company and ensure the meeting proceeds smoothly without arbitrarily declaring the meeting adjourned.
To protect the interests of the majority of shareholders, if the chairperson violates the procedural rules and announces adjournment improperly, other members of the Board should promptly assist the attending shareholders in exercising their rights in accordance with legal procedures. A new chairperson may be elected with the approval of shareholders representing a majority of the voting rights present to continue the meeting.
Article 10 The Company shall value shareholders' right to be informed and comply strictly with information disclosure regulations. Financials, business operations, insider shareholding, and corporate governance matters shall be disclosed regularly and in a timely manner through the Market Observation Post System (MOPS) or the Company's website.
To ensure equal treatment of shareholders, the above-mentioned disclosures should preferably be made available in English simultaneously.
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To protect shareholders' rights and promote equal treatment, the Company shall establish internal regulations prohibiting insiders from trading securities using undisclosed material information.
These internal regulations should include trading control measures applicable from the date insiders become aware of financial statements or performance results.
Article 11 Shareholders shall have the right to share in the Company’s profits. To safeguard shareholder investment rights, the shareholders’ meeting may, in accordance with Article 184 of the Company Act, examine the statements and reports prepared by the Board of Directors and the Supervisors' reports, and resolve on profit distribution or loss compensation.
Shareholders may appoint inspectors to perform the examination during the meeting.
In accordance with Article 245 of the Company Act, shareholders may also petition the court to appoint inspectors to review the Company’s business and financial conditions.
The Company’s directors, supervisors, and managerial officers shall cooperate fully with such inspections and must not obstruct, refuse, or evade the inspection process.
Article 12 For significant financial and operational activities such as acquisition or disposal of assets, loans of funds, and endorsements or guarantees, the Company shall act in accordance with relevant laws and regulations and shall establish corresponding operating procedures to be approved by the shareholders’ meeting, thereby protecting shareholders’ rights.
In the event of mergers, acquisitions, or public tender offers, the Company shall not only comply with legal requirements but also ensure the fairness and reasonableness of the plan and transaction. Proper disclosure and post-transaction financial soundness must also be ensured.
Personnel involved in handling such matters shall remain mindful of conflict of interest and recusal requirements.
Section 2 Establishment of a Shareholder Communication Mechanism
Article 13 To safeguard shareholders’ rights and interests, the Company should designate responsible personnel to properly handle shareholder suggestions, inquiries, and disputes. If resolutions passed by the shareholders' meeting or the board of directors violate laws or the Company’s Articles of Incorporation, or if directors, supervisors, or managers violate laws or the Articles in the performance of their duties and cause harm to shareholders’ rights and interests, the Company shall properly handle any lawsuits lawfully initiated by shareholders.
Article 13-1 The board of directors of the Company has the responsibility to establish mechanisms for interaction with shareholders to enhance mutual understanding regarding the Company's objectives and development.
Article 13-2 In addition to communicating with shareholders through the shareholders' meeting
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and encouraging their participation, the board of directors shall maintain efficient communication with shareholders, engage with managers and independent directors to understand shareholders' opinions and concerns, and clearly explain the Company's policies to gain shareholder support.
Article 13-3 TWSE/TPEx listed companies shall formulate and disclose their business strategies and operational plans, clearly outlining specific measures for enhancing corporate value. These strategies and plans should be submitted to the Board of Directors and actively communicated with shareholders.
Section 3 Corporate Governance Relationship Between the Company and Affiliated Enterprises
Article 14 The responsibilities and authorities for the management of personnel, assets, and finances between the Company and its affiliated enterprises shall be clearly defined. Proper risk assessment shall be conducted, and appropriate firewalls shall be established.
Article 15 Unless otherwise provided by law, the Company's managers shall not concurrently hold managerial positions in affiliated enterprises. Where a director engages in business within the scope of the Company's operations for themselves or others, they shall explain the material aspects of such conduct at the shareholders' meeting and obtain approval.
Article 16 The Company shall establish sound financial, business, and accounting management systems in accordance with relevant regulations. In addition, the Company and its affiliated enterprises shall conduct comprehensive risk assessments regarding major dealings with banks, customers, and suppliers and implement necessary control mechanisms to reduce credit risk.
Article 17 Where there are business transactions between the Company and its affiliated enterprises, written regulations shall be established based on the principles of fairness and reasonableness to govern financial and business-related operations. Contractual matters shall clearly specify pricing terms and payment methods to prevent non-arm's-length transactions.
Transactions or contractual matters between the Company and related parties or shareholders shall also follow the same principles and strictly prohibit the transfer of benefits.
Article 18 A corporate shareholder that has control over the Company shall comply with the following requirements:
- It shall owe a duty of good faith to other shareholders and shall not directly or indirectly cause the Company to engage in business operations that are not in line with normal practices or are otherwise detrimental.
- Its representatives shall comply with the relevant rules established by the Company regarding the exercise of rights and participation in resolutions. When attending shareholders' meetings, they shall exercise their voting rights based on the principles of good faith and in the best interests of all shareholders, and shall faithfully fulfill the duties of loyalty and due care
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applicable to directors and supervisors.
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In nominating directors and supervisors of the Company, it shall follow applicable laws and the Company’s Articles of Incorporation and shall not exceed the authority of the shareholders’ meeting or the board of directors.
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It shall not unduly interfere in Company decisions or obstruct business operations.
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It shall not restrict or obstruct the Company’s production and business activities through unfair competitive means such as monopolized procurement or closed sales channels.
Article 19 The Company shall at all times monitor and be aware of the list of major shareholders who hold a significant percentage of shares or are able to exercise effective control over the Company, including the ultimate controllers of such major shareholders.
The Company shall regularly disclose important matters concerning shareholders holding more than 10% of the Company’s shares, including any pledges, increases or decreases in shareholding, or other events that may result in changes in shareholding, to enable monitoring by other shareholders.
For the purposes of the preceding paragraph, "major shareholders" refers to those who hold more than 5% of shares or are among the top ten shareholders by shareholding, but the Company may define a lower shareholding threshold based on the actual level of control exercised.
Chapter III Strengthening the Functionality of the Board of Directors
Section 1 Structure of the Board of Directors
Article 20 The Board of Directors shall direct the Company, supervise the management team, and be accountable to the Company and its shareholders. All operations and arrangements under the Company’s corporate governance framework shall ensure that the Board of Directors exercises its functions and powers in accordance with the law, the Articles of Incorporation, and resolutions of the shareholders’ meeting.
The structure of the Company’s Board of Directors shall take into account the scale of business development and the shareholding of major shareholders, and determine an appropriate number of board seats, which shall not be fewer than five, based on practical operational needs.
The composition of the Board of Directors shall consider diversity. In principle, directors concurrently serving as company managers shall not exceed one-third of the total number of board seats. The Company shall formulate appropriate diversity policies based on its operational status, business model, and developmental needs, which may include but are not limited to the following two aspects:
- Basic Attributes and Values: such as gender, age, nationality, and culture.
- Professional Knowledge and Skills: such as professional background (e.g., law, accounting, industry, finance, marketing, or technology), professional expertise, and industry experience.
Members of the Board of Directors shall generally possess the knowledge, skills, and character required to perform their duties. To achieve the ideal goal of corporate governance, the Board as a whole shall possess the following capabilities:
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- Operational judgment
- Accounting and financial analysis
- Business management
- Crisis management
- Industry knowledge
- Understanding of international markets
- Leadership
- Decision-making ability
Article 21 The Company shall establish a fair, just, and open procedure for the election of directors in accordance with the principles of protecting shareholders' rights and treating all shareholders equally. Shareholders shall be encouraged to participate in the election process, and the cumulative voting system, as stipulated by the Company Act, shall be adopted to fully reflect shareholder opinions.
Unless otherwise approved by the competent authority, more than half of the board seats shall not be held by persons who are spouses or relatives within the second degree of kinship.
If a director is dismissed for any reason resulting in the number of directors being fewer than five, the Company shall elect a replacement at the next shareholders' meeting. However, if the number of vacancies reaches one-third of the number of directors specified in the Articles of Incorporation, the Company shall convene a special shareholders' meeting within sixty days from the date of the occurrence to elect replacements.
The total shareholding of all directors of the Board shall comply with legal requirements. Restrictions on the transfer of shares by directors, the creation or release of pledges, and any changes shall be handled in accordance with relevant regulations, and all related information shall be fully disclosed.
Article 22 In accordance with the laws and regulations of the competent authority, the Company shall stipulate in its Articles of Incorporation that the nomination of directors shall follow the candidate nomination system. The qualifications and conditions of the nominees, as well as the absence of any disqualifying circumstances listed under Article 30 of the Company Act, shall be carefully assessed. The election shall be conducted in accordance with Article 192-1 of the Company Act.
Article 23 The responsibilities of the Chairman and the General Manager shall be clearly delineated.
The Chairman and the General Manager or equivalent positions should not be held by the same individual.
If the Company has established functional committees, their responsibilities shall be clearly defined.
Section 2 Independent Director System
Article 24 The Company may, as prescribed in its Articles of Incorporation, appoint two or
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more independent directors, and their number shall not be less than one-fifth of the total seats on the Board of Directors.
Independent directors shall possess professional knowledge, and their shareholding shall be subject to restrictions. In addition to complying with relevant laws and regulations, they should not concurrently serve as directors (including independent directors) or supervisors in more than five listed or OTC companies. They must maintain independence within the scope of their duties and shall not have any direct or indirect interests in the Company.
The election of independent directors shall follow the candidate nomination system as stipulated in Article 192-1 of the Company Act and be specified in the Articles of Incorporation. Shareholders shall elect independent directors from the list of nominated candidates. Independent and non-independent directors shall be elected concurrently in accordance with Article 198 of the Company Act, with the number of elected seats calculated separately.
If the Company and its affiliated enterprises and organizations, as well as another company and its affiliated enterprises and organizations, mutually nominate each other's directors, supervisors, or managers as candidates for independent directors, the Company shall disclose such relationships at the time of accepting nominations and explain the suitability of the independent director candidate. If elected, the number of votes received shall be disclosed.
The term "affiliated enterprises and organizations" as used in the preceding paragraph refers to the Company's subsidiaries, foundations to which the Company has directly or indirectly contributed more than 50% of total funds, and other institutions or legal entities under the Company's substantive control.
During their term, independent and non-independent directors shall not change their status. If an independent director resigns, causing the number to fall below that required in Paragraph 1 or as stipulated in the Articles of Incorporation, a by-election shall be held at the next shareholders' meeting. If all independent directors resign, a special shareholders' meeting shall be convened within sixty days from the date of the occurrence to elect replacements.
If the Company has established executive directors, at least one independent director shall be among them, and the number of independent directors shall not be less than one-fifth of the total number of executive directors.
The professional qualifications, shareholding and concurrent position restrictions, criteria for determining independence, nomination methods, and other applicable matters for independent directors shall be handled in accordance with the Securities and Exchange Act, the "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies," and relevant regulations of the Taiwan Stock Exchange or the Taipei Exchange.
Article 25 If the Company has appointed independent directors, the following matters shall be submitted to the Board of Directors for resolution, unless otherwise approved by the competent authority. If an independent director expresses any objection or reservation, it shall be recorded in the minutes of the Board meeting:
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- Adoption or amendment of the internal control system in accordance with Article 14-1 of the Securities and Exchange Act.
- Adoption or amendment of procedures for handling major financial or operational actions such as acquisition or disposal of assets, derivative transactions, lending of funds to others, endorsements or guarantees for others, in accordance with Article 36-1 of the Securities and Exchange Act.
- Matters involving the personal interest of a director or supervisor.
- Major asset or derivative transactions.
- Major lending of funds, endorsements, or guarantees.
- Raising, issuing, or private placement of equity-type securities.
- Appointment, dismissal, or compensation of the certifying CPA.
- Appointment or dismissal of financial, accounting, or internal audit officers.
- Other major matters as prescribed by the competent authority.
Article 26 The Company shall clearly define the responsibilities of independent directors and provide them with the necessary human and material resources to exercise their duties. Neither the Company nor other members of the Board shall restrict or interfere with independent directors in the performance of their duties.
The Company shall determine directors' remuneration in accordance with relevant laws and regulations. The remuneration of directors shall fully reflect individual performance and the Company's long-term operational performance, and shall take into account the Company's operational risks. Reasonable remuneration different from that of general directors may be established for independent directors.
Where the Company, in accordance with its Articles of Incorporation, shareholder resolutions, or orders of the competent authority, sets aside a special reserve surplus, such appropriation shall take place after the statutory surplus reserve has been set aside, but before the distribution of remuneration to directors, supervisors, and employees. The method of surplus distribution when reversing such special reserve into undistributed earnings shall be provided in the Articles of Incorporation.
Section 3 Other Functional Committees
Article 27 To enhance its supervisory and managerial functions, the Company's Board of Directors may, taking into account the Company's scale, business nature, and number of directors, establish various functional committees such as audit, remuneration, nomination, risk management, or other types of committees. Additionally, based on the concept of corporate social responsibility and sustainable development, the Board may establish environmental protection, corporate responsibility, or other relevant committees and specify such in the Articles of Incorporation.
Functional committees shall be accountable to the Board of Directors and shall submit proposals to the Board for resolutions. However, this does not apply to the Audit Committee exercising supervisory powers under Article 14-4, Paragraph 4 of the Securities and Exchange Act.
Functional committees shall establish organizational regulations, which must be
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approved by the Board of Directors. The content of the organizational regulations shall include the number of committee members, term of office, responsibilities, rules of procedure, and resources to be provided by the Company when the committee exercises its authority.
Article 28 The Company shall establish either an Audit Committee or Supervisors.
The Audit Committee shall be composed entirely of Independent Directors and shall consist of no fewer than three members. One member shall serve as the convener, and at least one member must possess expertise in accounting or finance.
Where the Company has established an Audit Committee, the relevant provisions of the Securities and Exchange Act, the Company Act, other laws and regulations, and this Best Practice Principles applicable to Supervisors shall apply mutatis mutandis to the Audit Committee.
If the Company has established an Audit Committee, the following matters must be approved by more than half of all Audit Committee members and submitted to the Board of Directors for resolution. In such cases, the provisions of Article 25 of these Principles shall not apply:
- Establishment or amendment of the internal control system in accordance with Article 14-1 of the Securities and Exchange Act.
- Evaluation of the effectiveness of the internal control system.
- Establishment or amendment of procedures for major financial or business transactions such as acquisition or disposal of assets, derivatives trading, lending of funds to others, or provision of endorsements or guarantees, pursuant to Article 36-1 of the Securities and Exchange Act.
- Matters involving the personal interest of Directors.
- Major asset or derivatives transactions.
- Major lending of funds, endorsements, or guarantees.
- Offering, issuance, or private placement of equity-type securities.
- Appointment, dismissal, or compensation of the attesting CPA.
- Appointment or dismissal of the head of finance, accounting, or internal audit.
- Review of annual and semi-annual financial reports.
- Other significant matters as prescribed by the Company or competent authorities.
The execution of duties and related matters of the Audit Committee and its Independent Director members shall comply with the Securities and Exchange Act, the Regulations Governing the Exercise of Powers by Audit Committees of Public Companies, and the requirements of the Taiwan Stock Exchange or the Taipei Exchange.
Article 28-1 The Company shall establish a Compensation Committee. The qualifications of its members, the exercise of its powers, the adoption of organizational regulations, and other related matters shall be handled in accordance with the "Regulations Governing the Establishment and Exercise of Powers of Compensation Committees of TWSE/TPEx Listed Companies."
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The Compensation Committee shall, with the due care of a good administrator, faithfully perform the following duties and submit its recommendations to the Board of Directors for discussion. However, with respect to Supervisors' compensation, such recommendations shall only be submitted to the Board if the compensation is stipulated in the Articles of Incorporation or authorized by the Shareholders' Meeting:
- Formulating and periodically reviewing the policies, systems, standards, and structure for performance evaluation and compensation of Directors, Supervisors, and managerial officers.
- Periodically evaluating and setting the compensation of Directors, Supervisors, and managerial officers.
When exercising the aforementioned powers, the Compensation Committee shall adhere to the following principles:
- Performance evaluations and compensation for Directors, Supervisors, and managerial officers shall be determined with reference to the typical levels adopted by peer companies, and be rationally related to individual performance, the Company's business performance, and future risk exposure.
- Compensation systems shall not induce Directors or managerial officers to engage in activities that exceed the Company's risk appetite in pursuit of remuneration.
- The proportion of compensation for short-term performance and the timing of payment for variable compensation for Directors and senior managerial officers shall be determined with consideration of industry characteristics and the nature of the Company's business.
Article 28-2 The Company is advised to establish a Nomination Committee and adopt organizational regulations. A majority of the members should be Independent Directors, and the Chairperson of the committee should be an Independent Director.
Article 28-3 The Company is advised to establish and disclose internal and external whistleblowing channels, and to establish a whistleblower protection mechanism. The receiving unit shall possess independence, ensure that files provided by whistleblowers are encrypted and access is properly restricted, and shall formulate internal operating procedures to incorporate the system into the internal control mechanism.
Article 29 To improve the quality of financial reporting, the Company shall appoint a deputy for the chief accounting officer.
The deputy shall undertake continuing education annually, in the same manner as the chief accounting officer, to strengthen their professional competence.
Accounting personnel involved in the preparation of financial reports shall also complete more than six hours of professional training each year. Such training may be conducted through internal company programs or courses offered by recognized accounting institutions.
The Company shall engage a professional, responsible, and independent certified
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public accountant (CPA) to regularly audit its financial status and internal controls.
The Company shall review and implement improvements based on irregularities or deficiencies identified by the CPA during audits and the specific suggestions provided.
The Company is advised to establish a communication mechanism between the CPA and independent directors, supervisors, or the audit committee, and to integrate such procedures into the internal control system.
The Company shall periodically (at least once a year) evaluate the independence and suitability of the appointed CPA.
If the CPA has not been changed for seven consecutive years, or if disciplinary actions or issues affecting independence have occurred, the Company shall assess the necessity of replacing the CPA and report the assessment results to the Board of Directors.
Article 30 The Company is advised to retain professional and competent legal counsel to provide appropriate legal advisory services, or to assist the Board of Directors, supervisors, and management in enhancing their legal knowledge, thereby helping ensure that the Company and its personnel comply with laws and regulations, and that corporate governance operates within legal frameworks and procedures.
In the event that any director, supervisor, or member of management is involved in litigation related to their duties or in disputes with shareholders, the Company shall, where appropriate, engage legal counsel to provide support.
The audit committee or its independent director members may represent the Company in retaining legal, accounting, or other professional personnel to perform necessary audits or provide consultation related to the exercise of their powers. The associated expenses shall be borne by the Company.
Section 4 Board Meeting Rules and Decision-Making Procedures
Article 31 The Company's Board of Directors shall convene at least once per quarter and may be called at any time in case of emergencies. The notice of board meetings shall state the meeting agenda and must be delivered to all directors and supervisors at least 7 days in advance, along with sufficient meeting materials. If the materials are insufficient, directors have the right to request additional information or propose to postpone the meeting subject to a board resolution.
The Company shall establish Board Meeting Rules of Procedure, which shall include major agenda items, procedural requirements, matters to be recorded in the minutes, disclosure obligations, and other compliance requirements. These shall be handled in accordance with the "Regulations Governing Procedure for Board of Directors Meetings of Public Companies."
Article 32 Directors shall uphold a high level of self-discipline. If a director or the legal entity they represent has a conflict of interest regarding any board meeting agenda item, they shall explain the material nature of the conflict at that board meeting. If the conflict may be detrimental to the Company's interests, the director shall refrain
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from participating in the discussion and voting on the item and may not act as a proxy for other directors in voting.
Matters requiring voluntary recusal shall be explicitly specified in the Company’s Board Meeting Rules of Procedure.
Article 33 If the Company has independent directors, for matters that, according to Article 14-3 of the Securities and Exchange Act, must be submitted to the Board of Directors, independent directors shall attend in person and may not appoint a non-independent director as proxy.
If an independent director expresses an objection or reservation, it shall be recorded in the minutes of the board meeting. If an independent director cannot attend in person to express such opinion, a written statement should be submitted in advance (unless due to justified reasons), and the content shall be recorded in the meeting minutes.
If any of the following occurs in a board resolution, it shall be recorded in the minutes and reported on the Market Observation Post System (MOPS) designated by the competent authority within two days of the board meeting:
- An independent director expresses a dissenting or reserved opinion, either verbally or in writing.
- The Company has an audit committee and the matter was not approved by the audit committee but was passed by at least two-thirds of all directors.
During the board meeting, non-director managerial personnel from relevant departments may be invited to attend and report on the current business operations and respond to inquiries. If necessary, the Company may also invite accountants, legal counsel, or other professionals to attend the meeting to assist directors in understanding the Company’s situation and in making appropriate decisions.
Article 34 The meeting personnel of the Company’s Board of Directors shall faithfully and accurately record the reports and summaries of discussions for each agenda item, along with the resolution methods and outcomes, in accordance with relevant regulations.
The minutes of the board meeting must be signed or sealed by the chairperson of the meeting and the recording personnel and distributed to all directors and supervisors within 20 days after the meeting. The attendance register shall form part of the meeting minutes and must be kept as an important company record, to be permanently and properly preserved for the duration of the Company’s existence.
The preparation, distribution, and storage of the meeting minutes may be conducted electronically.
The Company shall audio or video record the entire proceedings of each board meeting and retain the recording for at least five years, with electronic storage permitted.
If a lawsuit arises related to matters resolved at a board meeting before the expiration of the retention period, the relevant audio or video recordings must continue to be preserved and are not subject to the five-year limit.
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If a board meeting is held via video conference, the audio or video recordings shall form part of the meeting minutes and must be permanently retained.
If a board resolution violates laws, the Articles of Incorporation, or shareholder resolutions and causes damage to the Company, any director who objected and had their dissent recorded or issued a written statement shall be exempt from liability.
Article 35 The following matters must be submitted to the Board of Directors for discussion:
- The Company’s operational plan.
- Annual and semi-annual financial reports.
- Establishment or amendment of the internal control system under Article 14-1 of the Securities and Exchange Act.
- Procedures for major financial or operational actions such as acquiring or disposing of assets, engaging in derivative transactions, lending funds to others, or providing endorsements or guarantees, pursuant to Article 36-1 of the Securities and Exchange Act.
- Fundraising, issuance, or private placement of equity-type securities.
- Performance evaluation and compensation standards for managerial officers.
- Compensation structure and system for directors.
- Appointment or dismissal of the heads of finance, accounting, or internal audit.
- Other matters that must be submitted to the shareholders’ meeting or the Board of Directors as required by Article 14-3 of the Securities and Exchange Act, other laws or the Company’s articles of incorporation, or as designated by the competent authority.
Records of discussion meetings held to review deficiencies in the internal control system shall be reported to the Board of Directors.
In addition to the matters listed above, for matters authorized by the Board of Directors to be executed during board recesses in accordance with laws or the Company’s articles of incorporation, the level of delegation, scope, and specific matters must be clearly defined, and general blanket authorizations are not permitted.
Article 36 The Company shall clearly assign matters resolved by the Board of Directors to the appropriate execution units or personnel, requiring implementation according to the planned schedule and objectives. These tasks shall also be incorporated into follow-up management procedures, with strict assessment of execution performance.
The Board of Directors shall maintain a thorough grasp of the implementation progress and report on it at the next meeting to ensure that the board's business decisions are effectively carried out.
Section 5 Duty of Loyalty, Duty of Care, and Responsibilities of Directors
Article 37 Members of the Board of Directors shall faithfully perform their duties and exercise the duty of care of a prudent manager. They shall act with a high degree of self-discipline and caution in the exercise of their powers. Except for matters that are legally or statutorily required to be resolved at the shareholders' meeting, business operations shall be executed in accordance with resolutions of the Board of
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Directors.
The Company is advised to establish performance evaluation measures and procedures for the Board of Directors. In addition to regular annual self-evaluation or peer reviews of the Board and individual directors, the Company may also commission external professional organizations or adopt other appropriate methods for performance evaluations. Evaluation of the Board's performance should include the following aspects and be aligned with the Company's needs to establish relevant indicators:
- Participation in company operations
- Enhancement of decision-making quality
- Board composition and structure
- Director selection and continued training
- Internal control
Performance evaluation of individual directors (via self or peer assessment) should cover the following aspects and be adjusted appropriately based on company needs:
- Understanding of company goals and missions
- Awareness of director responsibilities
- Participation in company operations
- Internal relationship management and communication
- Professionalism and continued training of directors
- Internal control
Listed companies should also evaluate the performance of functional committees. Evaluation contents may include the following and be adjusted as needed:
- Participation in company operations
- Understanding of the functional committee's responsibilities
- Enhancement of decision-making quality by the committee
- Committee composition and member selection
- Internal control
Listed companies are advised to present the performance evaluation results to the Board of Directors and use them as a reference for determining individual director compensation and for nomination or reappointment.
Article 37-1 The Company is encouraged to establish a succession plan for management and have the Board periodically evaluate the development and implementation of such plan to ensure sustainable operations.
Article 37-2 The Board of Directors should assess and oversee the Company's intellectual property (IP) management direction and performance in the following areas to ensure that the Company establishes an IP management system based on the PDCA (Plan-Do-Check-Act) cycle:
- Formulating IP management policies, goals, and systems aligned with operational strategies
- Establishing, implementing, and maintaining systems for acquiring, protecting, maintaining, and utilizing IP based on the Company's scale and operations
- Determining and providing adequate resources for the effective implementation and maintenance of the IP management system
- Monitoring internal and external risks and opportunities related to IP management and taking appropriate countermeasures
- Planning and implementing continuous improvement mechanisms to ensure the operation and effectiveness of the IP management system meet the Company's expectations.
Article 38 If a resolution of the Board of Directors violates laws or the Company's Articles of Incorporation, and a shareholder who has held shares for more than one year or an independent director requests, or a supervisor notifies the Board to cease execution of the resolution, the Board members shall promptly handle the matter appropriately or cease implementing the resolution. If a Board member discovers a potential significant loss to the Company, they shall act according to the preceding provision and immediately report to the Audit Committee, an independent director of the Audit Committee, or the supervisor.
Article 39 The Company is advised to purchase directors' liability insurance during the term of office to cover the legal compensation liability arising from directors' execution of their duties, thereby reducing and dispersing the risk of substantial loss to the Company and its shareholders due to directors' errors or negligence.
After purchasing or renewing directors' liability insurance, the Company should report key details such as the coverage amount, insured scope, and premium rate to the most recent meeting of the Board of Directors.
Article 40 Members of the Board of Directors should, upon assuming office or during their term, continuously participate in training courses covering corporate governance topics, such as finance, risk management, operations, commerce, accounting, or legal affairs, as conducted by institutions designated under the "Directions for the Implementation of Continuing Education for Directors and Supervisors of TWSE/TPEx Listed Companies." The Company shall also ensure that employees at all levels enhance their professional and legal knowledge.
Chapter IV Exercising the Function of Supervisors
Section 1 Functions of Supervisors
Article 41 The Company shall establish a fair, just, and open procedure for the election of supervisors. Unless otherwise specified in the Articles of Incorporation, the cumulative voting system shall be adopted to fully reflect shareholders' opinions.
The Company shall consider overall operational needs and, in accordance with regulations of the Taiwan Stock Exchange or Taipei Exchange, set a minimum number of supervisor seats.
The aggregate shareholding percentage of all supervisors shall comply with legal
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requirements. Any restrictions on the transfer of shares, creation or release of pledges, or changes in shareholdings by supervisors shall be handled in accordance with relevant regulations, and all related information shall be fully disclosed.
Article 42 In accordance with regulations of the competent authority, the Company shall include in its Articles of Incorporation the requirement to adopt a candidate nomination system for the election of supervisors. The qualifications of nominees shall be carefully assessed, including whether any conditions listed under Article 30 of the Company Act apply, and the process shall comply with Article 192-1 of the Company Act.
Article 43 Unless otherwise approved by the competent authority, at least one supervisor shall not have a spousal or second-degree kinship relationship with any other supervisor or director.
The Company is advised to refer to the independence standards stipulated in the "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies" when selecting suitable supervisors. This is to strengthen risk management and financial and operational control. Supervisors should preferably have a domicile in Taiwan to effectively perform their supervisory functions in a timely manner.
Section 2: Powers and Duties of Supervisors
Article 44 Supervisors shall be familiar with relevant legal provisions, understand the rights, duties, and responsibilities of directors, as well as the division of responsibilities and operations of each department. They shall frequently attend board meetings to oversee its operations and express opinions as appropriate in order to identify or detect irregularities in advance.
The Company shall stipulate supervisors' remuneration in its Articles of Incorporation or as resolved by the shareholders' meeting.
Article 45 Supervisors shall monitor the execution of company operations and the diligence of directors and managers, and pay close attention to the implementation of the internal control system, thereby reducing the risk of financial crises and operational risks.
When a director engages in any transaction with the Company, including sales, loans, or other legal acts for their own or others' interests, the supervisor shall act as the Company's representative. If an audit committee is established, an independent director serving on the audit committee shall act as the Company's representative instead.
Article 46 Supervisors may investigate the Company's business and financial status at any time, and relevant departments shall cooperate by providing necessary books and documents.
Supervisors may, on behalf of the Company, appoint lawyers or accountants to assist in audits of the Company's financial and operational matters. The Company shall notify all relevant personnel of their obligation to maintain confidentiality.
The board of directors or managers shall, upon request, submit reports to the
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supervisors and shall not obstruct, avoid, or refuse such inspections for any reason. While performing their duties, supervisors may request necessary assistance, and any reasonable expenses incurred shall be borne by the Company.
Article 47 To facilitate the timely detection of potential misconduct, the Company shall establish communication channels between supervisors and employees, shareholders, and stakeholders.
If misconduct is discovered, supervisors shall take appropriate actions promptly to prevent further harm and, if necessary, report the matter to competent authorities or relevant agencies.
In the event of resignation or replacement of independent directors, the general manager, or department heads of finance, accounting, R&D, or internal audit, or the signing CPA, the supervisors shall investigate the underlying reasons.
If a supervisor neglects their duties and causes damage to the Company, they shall be liable for compensation.
Article 48 When each supervisor of the Company exercises their supervisory powers independently, they may, based on the overall interests of the Company and shareholders, convene meetings to exchange views. However, such meetings shall not interfere with the independent exercise of powers by each supervisor.
Article 49 The Company is encouraged to purchase liability insurance for supervisors during their term of office to cover the compensation liability arising from the performance of their duties under the law, in order to mitigate and spread the risks of significant damages to the Company and its shareholders resulting from any mistake or negligence.
Upon purchasing or renewing directors' and officers' liability insurance, the Company shall report key details such as the insured amount, coverage scope, and premium rate to the most recent board meeting.
Article 50 Supervisors are advised to participate in continuing education courses related to corporate governance, such as finance, risk management, operations, business, accounting, or law, , etc., either upon appointment or during their term of office. These courses shall be offered by institutions designated under the "Guidelines for Continuing Education for Directors and Supervisors of TWSE/TPEx Listed Companies."
Chapter V Respect for Stakeholders' Rights and Interests
Article 51 The Company shall maintain open channels of communication with its stakeholders, including banks, other creditors, employees, consumers, suppliers, communities, and other interested parties, and shall respect and safeguard their legal rights. A designated "Stakeholders Section" should be set up on the Company's website.
In the event of a management buyout, the Company shall ensure the subsequent soundness of its financial structure.
If any stakeholder's legal rights are infringed upon, the Company shall handle the
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matter appropriately and in good faith.
Article 52 The Company shall provide sufficient information to its banks and other creditors to enable them to assess the Company's operational and financial status for judgment and decision-making. If their legal rights are violated, the Company shall respond positively and assume responsibility, ensuring that creditors have proper avenues for compensation.
Article 53 The Company shall establish employee communication channels and encourage direct communication between employees and management, directors, or supervisors, allowing employees to express opinions on the Company's operations, financial conditions, or major decisions affecting employee interests.
Article 54 While maintaining normal business operations and maximizing shareholder value, the Company shall also pay attention to consumer rights, environmental protection, community welfare, and shall emphasize its corporate social responsibility.
Chapter VI Enhancing Information Transparency
Section 1 Strengthening Information Disclosure
Article 55 Information disclosure is a core responsibility of the Company. The Company shall faithfully fulfill its obligations in accordance with relevant laws and regulations, as well as the requirements of the Taiwan Stock Exchange or Taipei Exchange.
The Company shall establish an online reporting system for public information disclosure, appoint dedicated personnel to be responsible for collecting and disclosing Company information, and implement a spokesperson system to ensure that any information which may affect shareholder and stakeholder decision-making is disclosed in a timely and appropriate manner.
Article 56 To improve the accuracy and timeliness of material information disclosure, the Company shall appoint a spokesperson and deputy spokesperson(s) who are thoroughly familiar with the Company's financial and business operations, capable of coordinating with departments to obtain relevant data, and authorized to represent the Company in external communications.
The Company shall appoint more than one deputy spokesperson. In the event the primary spokesperson is unable to perform their duties, any deputy shall be able to act independently, with clearly defined spokesperson succession order to avoid confusion.
To ensure effective implementation of the spokesperson system, the Company shall establish standardized speaking procedures and require management and employees to maintain confidentiality of financial and business information and not to disclose information arbitrarily. Any change in spokesperson or deputy spokesperson shall be promptly disclosed in accordance with public information requirements.
Article 57 The Company is encouraged to establish a website leveraging the convenience of the internet to provide financial, business, and corporate governance information for reference by shareholders and stakeholders. It is also recommended to provide
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corporate governance information in English. A dedicated person should be assigned to maintain the website to ensure the accuracy and timeliness of the listed information, preventing any potential for misleading disclosures.
Article 58 When the Company holds investor conferences, it shall do so in accordance with the regulations of the Taiwan Stock Exchange or the Taipei Exchange and shall retain recordings or videos of such events. Financial and business information disclosed during the investor conference shall be uploaded to the Market Observation Post System (MOPS) as required and made available through the Company’s website or other appropriate channels.
Article 59 The Company shall disclose the following corporate governance-related information for the current year in accordance with applicable laws and the requirements of the Taiwan Stock Exchange or Taipei Exchange, and continuously update the information (disclosure of supervisors' information is not required if an audit committee is established):
- Corporate governance framework and policies.
- Shareholding structure and shareholders’ rights (including specific and clear dividend policies).
- Composition of the board of directors, professionalism and independence of its members.
- Responsibilities of the board of directors and management.
- Composition, responsibilities, and independence of the audit committee or supervisors.
- Composition, responsibilities, and operation of the remuneration committee and other functional committees.
- Remuneration paid to directors, supervisors, the general manager, and deputy general managers in the past two years; the ratio of the total remuneration to the net income after tax in the standalone or individual financial statements; the remuneration policies, standards, and structure; the procedures for setting remuneration; and its correlation with business performance and future risk. In special cases, individual remuneration of directors and supervisors should be disclosed.
- Continuing education of directors and supervisors.
- Rights and relationships of stakeholders, grievance channels, issues of concern, and appropriate response mechanisms.
- Detailed implementation status regarding statutory information disclosure.
- Operation of corporate governance and any gaps between the Company's corporate governance practices and its own Corporate Governance Best Practice Principles or these Principles, including reasons for such gaps.
- Other relevant information on corporate governance.
The Company is advised to disclose concrete plans and measures for improving corporate governance based on its actual implementation status.
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Chapter VII Supplementary Provisions
Article 60 The Company shall remain informed of developments in domestic and international corporate governance systems and use them as references to review and improve its own governance framework, thereby enhancing the effectiveness of corporate governance.
Article 61 These Corporate Governance Best Practice Principles shall take effect upon approval by the Board of Directors. Any amendments shall follow the same procedure.
Article 62 These Principles were established and approved by the Board of Directors on August 10, 2011.
These Principles were amended and approved by the Board of Directors on March 20, 2020.
These Principles were amended and approved by the Board of Directors on November 08, 2024.
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Appendix II
FORMOSAN UNION CHEMICAL CORP.
Sustainable Development Best Practice Principles
Amended and approved by the Board of Directors on May 12, 2022.
Chapter 1 General Provisions
Article 1
In order to implement sustainable development and promote a balance among economic, social, and environmental/ecological development, the Company hereby establishes these Principles for compliance, with reference to the “Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies.”
Article 2
These Principles apply to the Company’s overall operational activities.
While engaging in business operations, the Company shall actively pursue sustainable development to align with international trends in balancing environmental, social, and corporate governance (ESG) development. Through the fulfillment of corporate citizenship, the Company shall enhance its contribution to the national economy, improve the quality of life of employees, communities, and society, and promote a competitive advantage based on corporate responsibility.
Article 3
In fulfilling sustainable development, the Company shall pay attention to the rights and interests of stakeholders. While pursuing sustainable operations and profitability, the Company shall emphasize environmental, social, and governance factors and incorporate them into its management policies and operational activities.
The Company shall, based on the principle of materiality, conduct risk assessments on environmental, social, and governance issues related to its operations, and formulate corresponding risk management policies or strategies.
Article 4
The Company’s implementation of sustainable development shall be based on the following principles:
- Strengthening corporate governance.
- Promoting a sustainable environment.
- Safeguarding social welfare.
- Enhancing disclosure of sustainable development information.
Article 5
The Company shall consider domestic and international trends in sustainable development, the relevance to its core business, and the impact of its overall operations on stakeholders in formulating sustainable development policies, systems, or relevant management guidelines and specific implementation plans. Such plans shall be approved by the Board of Directors and reported to the shareholders’ meeting.
When shareholders propose motions related to sustainable development, the Board of Directors shall consider including them as agenda items for the shareholders’ meeting.
Chapter 2 Strengthening Corporate Governance
Article 6
The Company shall follow the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies,” the “Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies,” and the “Sample Template for Codes of Ethical Conduct for TWSE/TPEx Listed Companies” to establish an effective governance framework and relevant ethical standards in order to enhance corporate governance.
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Article 7
The directors of the Company shall exercise the duty of care of a prudent manager, supervise the implementation of sustainable development, and continuously review and improve its effectiveness to ensure the realization of sustainable development policies.
When the Board of Directors performs its duties related to sustainable development, it shall fully consider stakeholders' interests, including the following:
- Propose a sustainable development mission or vision and formulate sustainable development policies, systems, or relevant management guidelines.
- Incorporate sustainable development into the Company’s operations and development strategies, and approve specific corporate social responsibility implementation plans.
- Ensure the timeliness and accuracy of disclosure of sustainable development-related information. For economic, environmental, and social issues arising from the Company’s operations, the Board shall authorize senior management to handle such matters and report to the Board on the status of handling. The operational procedures and responsible personnel shall be clearly defined.
Article 8
The Company shall regularly conduct education and training on the implementation of sustainable development, including the matters set forth in Paragraph 2 of the preceding Article.
Article 9
To ensure sound management of sustainable development, the Company shall establish a dedicated (or concurrent) unit responsible for proposing and executing sustainable development policies, systems, relevant management guidelines, and specific implementation plans, and shall report regularly to the Board of Directors.
The Company shall establish reasonable compensation policies to ensure that remuneration planning aligns with organizational strategic objectives and stakeholders’ interests.
The employee performance evaluation system shall be linked to sustainable development policies, and clear and effective reward and disciplinary systems shall be established.
Article 10
Based on respect for stakeholders’ rights and interests, the Company shall identify its stakeholders and establish a stakeholder section on its website. Through appropriate communication channels, the Company shall understand stakeholders’ reasonable expectations and needs and respond appropriately to key sustainable development issues of concern.
Chapter 3 Development of a Sustainable Environment
Article 11
The Company shall comply with environmental laws and regulations and relevant international standards, appropriately protect the natural environment, and strive to achieve environmental sustainability in the course of its operations and internal management.
Article 12
The Company shall endeavor to improve the efficiency of resource utilization and use renewable materials with low environmental impact to ensure the sustainable use of Earth’s resources.
Article 13
The Company shall establish an appropriate environmental management system based on its industry characteristics. Such system shall include:
- Collection and timely evaluation of sufficient information on the impact of operational activities on the natural environment.
- Establishment of measurable environmental sustainability objectives and regular review of their continuity and relevance.
- Formulation of specific plans or action programs and periodic review of their effectiveness.
Article 14
The Company shall establish a dedicated unit or designate personnel responsible for environmental management to formulate, promote, and maintain relevant environmental management systems and action plans, and shall regularly conduct environmental education and training for management and employees.
Article 15
The Company shall consider the impact of its operations on ecological benefits, promote and advocate the concept of sustainable consumption, and conduct R&D, procurement, production, operations, and services in accordance with the following principles to reduce the impact on the natural environment and human beings:
- Reduce resource and energy consumption of products and services.
- Reduce emissions of pollutants, toxic substances, and waste, and properly handle waste.
- Improve recyclability and reusability of raw materials or products.
- Maximize the sustainable use of renewable resources.
- Extend product durability.
- Enhance the efficiency of products and services.
Article 16
To improve water resource efficiency, the Company shall properly and sustainably utilize water resources and establish relevant management measures.
The Company shall build and strengthen environmental protection facilities to prevent pollution of water, air, and land, and shall make its best efforts to reduce adverse impacts on human health and the environment by adopting the best feasible pollution prevention and control technologies.
Article 17
The Company shall assess the potential risks and opportunities of climate change on its current and future operations and adopt appropriate response measures.
The Company shall adopt commonly used domestic and international standards or guidelines to conduct and disclose greenhouse gas inventories, including:
- Direct greenhouse gas emissions: emissions from sources owned or controlled by the Company.
- Indirect greenhouse gas emissions: emissions from the use of externally purchased electricity, heat, or steam. The Company shall compile statistics on greenhouse gas emissions, water consumption, and total waste weight, and formulate policies on energy conservation and carbon reduction, greenhouse gas reduction, water reduction, and other waste management measures. The acquisition of carbon credits shall also be incorporated into the Company’s carbon reduction strategy to mitigate the impact of its operations on climate change.
Chapter 4 Protection of Social Welfare
Article 18
The Company shall comply with relevant laws and regulations and follow internationally recognized human rights conventions, including rights related to gender equality, the right to work, and non-discrimination.
To fulfill its responsibility to protect human rights, the Company shall establish relevant management policies and procedures, including:
- Proposing a corporate human rights policy or statement.
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Assessing the impact of operations and internal management on human rights and establishing corresponding procedures.
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Regularly reviewing the effectiveness of human rights policies or statements.
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Disclosing procedures for handling human rights violations involving stakeholders.
The Company shall follow internationally recognized labor human rights standards, including freedom of association, the right to collective bargaining, care for disadvantaged groups, prohibition of child labor, elimination of forced labor, and elimination of discrimination in employment. It shall ensure that its human resource policies do not discriminate based on gender, race, socioeconomic status, age, marital or family status, and shall ensure equality and fairness in employment, working conditions, compensation, benefits, training, evaluation, and promotion opportunities.
The Company shall provide effective and appropriate grievance mechanisms for matters that harm labor rights and interests, ensuring equality and transparency in the grievance process. Channels shall be simple, convenient, and accessible, and employee complaints shall be properly addressed.
Article 19
The Company shall provide employees with information to help them understand labor laws applicable in the countries where it operates and their corresponding rights.
Article 20
The Company shall provide a safe and healthy working environment, including necessary health and first-aid facilities, and strive to reduce factors harmful to employee safety and health to prevent occupational accidents. The Company shall regularly provide safety and health education and training to employees.
Article 21
The Company shall create a favorable environment for employees’ career development and establish effective training programs for career development.
The Company shall establish and implement reasonable employee welfare measures (including compensation, leave, and other benefits) and appropriately reflect operating performance in compensation policies to ensure recruitment, retention, and motivation of human resources, thereby achieving sustainable operations.
Article 22
The Company shall establish regular communication channels with employees to enable them to obtain information and express opinions regarding management and decision-making.
The Company shall respect employees’ representatives in exercising their rights to negotiate working conditions and provide necessary information and facilities to promote negotiation and cooperation between employers, employees, and their representatives.
The Company shall notify employees in a reasonable manner of operational changes that may have a significant impact on them.
Article 22-1
The Company shall treat customers or consumers of its products or services in a fair and reasonable manner and establish relevant implementation strategies and specific measures.
Article 23
The Company shall be responsible for its products and services and emphasize marketing ethics by establishing and publicly disclosing consumer protection policies and ensuring their implementation.
Article 24
The Company shall ensure the quality of its products and services in accordance with government regulations and relevant industry standards.
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With respect to customer health and safety, customer privacy, marketing, and labeling of products and services, the Company shall comply with relevant laws and international standards and shall not engage in deception, misleading practices, fraud, or any conduct that undermines consumer trust or harms consumer rights.
Article 25
The Company shall provide transparent and effective consumer complaint procedures, handle complaints fairly and promptly, and comply with personal data protection laws to respect consumer privacy and protect personal data provided by consumers.
Article 26
The Company shall assess the environmental and social impacts of its procurement activities on supplier communities and collaborate with suppliers to promote sustainable development.
The Company shall establish supplier management policies requiring suppliers to comply with relevant standards on environmental protection, occupational safety and health, and labor rights. Prior to engaging in business, the Company shall evaluate whether suppliers have records of environmental or social impacts to avoid transactions that conflict with the Company’s sustainable development policies.
Contracts with major suppliers should include provisions requiring compliance with both parties’ sustainable development policies and allowing termination if violations significantly impact the environment or society of supplier communities.
Article 27
The Company shall assess the impact of its operations on local communities and appropriately employ local personnel to enhance community identification.
The Company shall invest resources—through equity investment, business activities, donations, corporate volunteer services, or other professional services—into organizations addressing social or environmental issues through business models, or participate in activities of community development, civic organizations, charitable groups, and government institutions to promote community development.
Chapter 5 Enhancement of Sustainable Development Information Disclosure
Article 28
The Company shall disclose information in accordance with relevant laws and the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and shall fully disclose material and reliable information related to sustainable development to enhance transparency.
Disclosed information shall include:
- Sustainable development policies, systems, management guidelines, and implementation plans approved by the Board of Directors.
- Risks and impacts on operations and financial condition arising from corporate governance, environmental sustainability, and social welfare factors.
- Objectives, measures, and performance of sustainable development initiatives.
- Major stakeholders and their concerns.
- Disclosure of management approaches and performance information of major suppliers on significant environmental and social issues.
- Other relevant sustainable development information.
Article 29
The Company shall prepare sustainability reports in accordance with internationally recognized standards or guidelines to disclose the status of sustainable development implementation and shall seek third-party assurance or verification to enhance reliability. The report should include:
- Implementation of sustainable development policies, systems, management guidelines, and action plans.
- Major stakeholders and their concerns.
- Performance and review of implementation in corporate governance, environmental sustainability, social welfare, and economic development.
- Future improvement directions and objectives.
Chapter 6 Supplementary Provisions
Article 30
The Company shall monitor the development of domestic and international sustainable development standards and changes in the business environment, and shall review and improve its sustainable development systems accordingly to enhance effectiveness.
Article 31
These Principles shall be implemented upon approval by the Board of Directors; the same shall apply to any amendments.
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Appendix III
FORMOSAN UNION CHEMICAL CORP.
Articles of Incorporation
Amended and approved by the Shareholders’ Meeting on June 16, 2025
Chapter I General Provisions
Article 1 The Company is duly incorporated under the provisions of the Company Act of the Republic of China, and shall be called: FORMOSAN UNION CHEMICAL CORPORATION.
Article 2 Scope of Business
- C801020 Petrochemical raw materials Manufacturing
- C801010 Basic Industrial Chemical Manufacturing
- H703100 Real estate leasing
- C109010 Condiment Manufacturing
- C801100 Synthetic Resin & Plastic Manufacturing
- F401010 International trade
- C801040 Synthetic Resin Manufacturing
- C801050 Plastic raw material manufacturing
- C801060 Synthetic rubber manufacturing
- C802030 Coatings and paint manufacturing
- J101040 Waste disposal
- J101060 Waste (sewage) water disposal
- C803990 Other Petroleum and Charcoal Manufacturing (Lubricating oil, insulating oil, white oil)
Article 2-1 The Company may provide external endorsement guarantee in accordance with the Company bylaw of “Procedures for Endorsements and Guarantees”.
Article 3 The Company is incorporated in Taipei, the Republic of China; the Board of Directors may by resolution approve the establishment of domestic and international branches or factories where it deems necessary.
Article 4 The company's Announcement is in accordance with the regulations of the securities regulatory authority or other relevant laws and regulations.
Chapter II Share Capital
Article 5 The Company's total capital shall be nine hundred million New Taiwan Dollar, divided into nine billion shares of NT$10 each. The Board of Directors is authorized to issue the un-issued shares in separate trenches.
Article 6 Where the Company invests in other companies; its total investment may exceed
100% of the paid-in share capital.
Article 7 The share certificates of the Company shall be in registered form, and before they are issued, shall be signed by or affixed with the seals of Directors representing the Company, and be certified pursuant to the law. The Company not printing its share certificate shall register the issued shares with a centralized securities depository enterprise and follow the regulations of that enterprise.
Article 8 The seals used by the shareholders of the company, replacement of seals, loss, damage or theft of seals shall be handled in accordance with the relevant provisions of the “Regulations Governing Stock Affairs of Public Companies”.
Article 9 Regarding the transfer of shares of the company and the establishment and cancellation of pledge rights, shall be handled in accordance with the relevant provisions of the “Regulations Governing Stock Affairs of Public Companies”.
Article 10 The transfer of registered stocks should record the transferee’s name or the corporate name in the stock, and the transferee’s name and domicile should be recorded in the company’s shareholder register, and no rights shall be asserted against the company.
Article 11 Regarding the loss and theft of stocks shall be handled in accordance with the relevant provisions of the “Regulations Governing Stock Affairs of Public Companies”.
Article 12 When the stock is transferred or lost due to reissuance, the company may charge a handling fee at its discretion. Taiwan Securities Central Depository Co., Ltd. may request the merger and exchange of large-denomination securities.
Article 13 Registration of share transfer shall be closed within 60 days prior to General Shareholders' Meeting, or within 30 days prior to Extraordinary Shareholders' Meeting or within 5 days prior to the record date on which Company distributes the dividends or bonuses.
Chapter III Shareholders’ Meetings
Article 14 Shareholders' Meeting of the Company shall be of two types, namely the Annual and Extraordinary Shareholders Meeting. Annual Shareholders' Meeting shall be held once a year within 6 months of the end of the Company's financial year convened by the board of directors. Extraordinary meetings which shall be convened by the Board of Directors whenever deemed necessary in accordance with the law. Notices of General Shareholders' Meeting shall be in writing and delivered to the shareholders along with a public notice 30 days before the General Shareholders' Meeting and 15 days before the Extraordinary Shareholders' Meeting.
The Company's Shareholders' Meetings may be convened by video conferencing or other means announced by the central competent authority. Article 15 In case a shareholder is unable to attend a shareholders' meeting for any cause, such
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shareholder may issue a proxy, specifying the scope of authorization for a representative to be present on the shareholder's behalf in accordance with relevant laws of Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies.
Article 15 In case a shareholder is unable to attend a shareholders' meeting for any cause, such shareholder may issue a proxy, specifying the scope of authorization for a representative to be present on the shareholder's behalf in accordance with relevant laws of Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies.
Article 16 The Chairman of the Board of Directors will preside the shareholders meeting. Where the Chairman is on leave or not able to perform his duty for any reason, the Vice Chairman shall act on his behalf. Where the Vice Chairman is also on leave or not able to perform his duty for any reason, the Chairman shall appoint one director to act on his behalf. If the Chairman has made no appointment, the directors shall elect among themselves one person to act as the deputy.
Article 17 Each share is entitled to cast one vote, unless deprived in accordance with Article 179 paragraph 2 of Company Act where there is no right to vote.
Article 18 Unless otherwise stipulated in Company Act, any resolution of a shareholder meeting shall be decided by more than one-half the shareholders presenting at the shareholders meeting consisting of more than one-half the total voting shares.
The adoption of electronic voting by the shareholders' meeting is listed as one of the channels for the shareholders of the company to exercise their voting rights, and related operations are handled in accordance with the regulations of the competent authority.
Article 19 The meeting minutes shall be recorded any resolutions being made, the meeting dates, times, venue, the chairperson’s name, the voting procedures, the summary and the result of the process, and signed by the chairperson or stamped, and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The above minutes and attendance book meant for attending shareholders and the proxy forms shall be retained in the company.
The distribution of the Minutes for Annual General Meeting of Shareholders shall be handled in accordance with the provisions of the Company Law.
Chapter IV Board of Directors and Audit Committee
Article 20 There shall be 15 to 20 Directors of the Company, Directors shall be elected by adopting candidate nomination system at the shareholders' meeting in accordance with the Article 192-1 of Company Act. The Board of Directors of the Company shall comprise the Directors. A Chairman and a Vice Chairman shall be elected from among the Directors. The Chairman represent the Company.
The number of independent directors shall not be less than 2 persons and shall not
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be less than one fifth of the seats in the Board of Directors.
The election of Independent and non-Independent Directors should be held together, yet with the elected calculated separately.
Regarding the establishment and selection of Independent Directors shall be conducted in accordance with the Company Act, applicable laws and regulations.
Article 20-1 The convening of the Board of Directors of the company shall be notified to all directors within 7 days, in case of an urgent circumstances, an interim Board meeting may be held at any time. A notice to convene a Board meeting shall be sent to all Directors via postal mail, e-mail or fax.
Article 21 A director shall hold the office for a term of three years and may be reelected. If the election does not complete in time upon the expiration of any term of office, the director may continue to serve until his successor is elected.
The total registered shares held by the directors shall not be less than a certain quorum of the company's total shares. The calculation of quorum shall conform to the method instructed by the competent authority.
The Company shall take out liability insurance for Directors with respect to their liabilities resulting from exercising their duties during their terms of occupancy. The scope of insurance is authorized by the Board of Directors to resolve.
Article 22 The Board of Directors shall convene an extraordinary meeting of shareholders within 60 days to fill director by-election when the vacant directorship is less than one third of the total directors. The elected director in the place of a vacant directorship will serve for the remaining period of the previous director's term of office.
Article 23 The Board of Directors of the Company shall comprise the Directors. A Chairman and a Vice Chairman shall be elected from among the directors by a majority vote of the directors present at a meeting attended by at least two-thirds of all directors. The Chairman, the Vice Chairman shall handle the daily affairs of the Company in compliance with the statutes or the resolution of the Shareholders Meeting and Board of the Directors.
Article 24 The Board will determine the Company's operation strategies and other significant issues. Except for the first Directors' Meeting of each term, which will be convened by the Director who received a ballot representing the largest number of votes at the election, rest of the following Board of Directors' Meetings will be convened and presided by Chairman. Where the Chairman has taken leave or is unable to perform his duties for any reasons, the Vice Chairman shall act in his place. Where the Vice Chairman is also unavailable, the Chairman shall appoint a Director to act on his behalf, failing which the Board of Directors shall nominate from among them a person to act on behalf of the Chairman of the Company.
Article 25 Unless otherwise stipulated by the Company Act, the Board of Directors shall adopt resolutions by a majority vote of the directors present at a meeting attended
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by a majority of all directors. When a Director is unable to personally attend the meeting of the Board of Directors, he/she may submit a proxy form, enumerating the purpose of convening such meeting, the scope of authorization, to appoint another director to attend the meeting. A proxy director may not act on behalf of more than one person. Any resolution made by the Board meeting shall be documented in the meeting minutes, and it shall be dealt with in accordance with Article 19 of this Articles of Association.
Article 26 Pursuant to Article 14-4 of the Securities and Exchange Act, the Company will establish an Audit Committee. The Audit Committee shall make up of the entire number of Independent Directors. The exercise of powers and other matters to be abided by the Audit Committee shall follow the Company Act and related regulations.
Article 27 The company shall provide compensation to directors in line with industry standards for the performance of their duties on behalf of the company, regardless of whether the company makes a profit or not.
Chapter V Managerial Officer
Article 28 The Company shall have the position of General Manager, whose appointment shall be approved by a majority vote of the directors present at a meeting attended by at least two-thirds of all directors.
Article 29 The Company shall have one General Manager.
Article 30 The appointment and removal of the General Manager shall be determined in accordance with Article 29 of the Company Act.
Chapter VI Distribution of final accounts surplus
Article 31 The Company's fiscal year shall be settled on the end of the Chinese calendar year. The Board of Directors shall prepare the following reports to the Audit Committee for examination at least 30 days prior to a General Shareholders' Meeting, and then submit for approval at the General Shareholders' Meeting.
(I) Business Operation Report,
(II) Financial Statements, and
(III) Measures on profit distribution or deficit compensation.
Article 32 The Company's industrial environment is changeable and it is in the stage of stable growth. Based on the consideration of long-term financial planning, future capital needs and protection of shareholders' rights and interests, If the Company records a profit in a year, the Company shall set aside 2.5% of the profit for employee remunerations (At least 0.3% of the profits shall be allocated as compensation to frontline employees) and not more than 2.5% of profit should be distributed as Directors' remuneration. If the Company has accumulated losses, however, the profit shall be used to offset the aforesaid accumulated losses first. Distribution of employee remunerations in stock or cash shall require a resolution adopted through a majority vote of the directors present at a meeting attended by not less than two-thirds of all directors, which in turn shall be reported to a shareholders' meeting.
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The employees entitled to the aforesaid remunerations may include those employed by the Company’s affiliated companies who meet specific requirements.
The company's earnings distribution or loss allowance can be made after the end of each half year. If there is a surplus in the final accounts of each half of the fiscal year, it should first make up for the accumulated losses, estimate and retain the tax payable, employee remuneration and director remuneration, and add 10% to the statutory surplus reserve, but the statutory surplus reserve has reached the company’s total paid-in capital, this limit is not applicable, and the special surplus reserve shall be listed or reversed in accordance with the laws or regulations of the competent authority; if there is any surplus, the balance shall be added to the accumulated undistributed surplus of the first half of the fiscal year, and the board of directors shall prepare a surplus distribution proposal to In the case of issuing new shares, the distribution shall be submitted to the shareholders' meeting for resolution; in the case of cash, it shall be subject to a resolution of the board of directors.
If there are any earnings after final account settlement, the Company shall pay off the applicable taxes, compensate the accrued deficit and retain 10% as legal reserve. However, this limit is not applicable, if the Company’s legal reserve already equals the total amount of its capital. The Company may distribute to the shareholders the remainder after deducting special reserve as required by law together with undistributed profits from previous years in proportion of shareholders, and no less than 1% of the distributable amount shall be allocated to distribute shareholder dividends. The above-mentioned profit distribution will be proposed by the Board of the Directors and be implemented after the approval by the shareholders' meeting. In the case of issuing new shares, it shall be submitted to the shareholders' meeting for resolution before distribution.
In accordance with Article 240 of the Company Act, the Company authorizes the Board of Directors to distribute dividends and bonuses or the resolutions stipulated in Article 241 of the Company Act with more than two-thirds of the Directors present and resolutions made by more than half of the directors present. All or part of the statutory surplus reserve and capital reserve shall be issued in cash and reported to the shareholders' meeting.
The company may, in accordance with the overall capital budget plan, distribute 40% to 60% stock dividends to retain the necessary funds, and the balance will be distributed in the form of cash dividends. If for that year, the company does not have major capital budget planning or require sufficient operation capitals, all the stock dividend may be distributed as cash. And, if for that year the company has plant expansion project that requires large amount of capital, the dividend may be distributed in full with stocks.
The Company issues share subscription warrants to employees of companies meeting certain criteria and such criteria shall be resolved by the Board.
When issuing new shares, the employee subscribing for shares includes the employees working in the Company and such criteria shall be resolved by the
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Board.
The Company issues new shares restricting employees' rights for employees meeting certain criteria and such criteria shall be resolved by the Board.
The Company buy back treasury shares by law and may transfer to objects including employees of the company, which criteria shall be resolved by the Board.
Article 33 No appropriation shall be required if the Company's legal reserve already equals the total amount of its paid-in capital in accordance with the resolution of the shareholders meeting.
Chapter VII Supplemental Provisions
Article 34 Matters not stipulated herein shall be governed by the Company Act.
Article 35 The Company's internal organizational charter and other rules shall be prescribed separately by the Board of Directors.
Article 36 delete.
Article 37 These Articles of Incorporation were enacted by the initiator on June 21, 1973, with the 1st amendment on November 2, 1973; the 2nd amendment on February 24, 1975; the 3rd amendment on August 25, 1976; the 4th amendment on May 18, 1978; the 5th amendment on February 1, 1979; the 6th amendment on June 24, 1979; the 7th amendment on May 23, 1980; the 8th amendment on May 4, 1981; the 9th amendment on October 27, 1982; the 10th amendment on June 7, 1983; the 11th amendment on June 23, 1984; the 12th amendment on June 15, 1985; the 13th amendment on June 24, 1987; the 14th amendment on May 4, 1988; the 15th amendment on April 19, 1989; the 16th amendment on August 25, 1989; the 17th amendment on June 22, 1990; the 18th amendment on May 22, 1991; the 19th amendment on May 20, 1992; the 20th amendment on June 8, 1993; the 21st amendment on June 1, 1994; the 22nd amendment on June 9, 1995; the 23rd amendment on June 12, 1997; the 24th amendment on May 13, 1999; the 25th amendment on May 12, 2000; the 26th amendment on May 16, 2001; the 27th amendment on June 14, 2002; the 28th amendment on June 6, 2003; the 29th amendment on June 17, 2005; the 30th amendment on June 20, 2006; the 31st amendment on June 13, 2008; the 32nd amendment on June 13, 2008; the 33rd amendment on June 15, 2010; the 34th amendment on June 15, 2012; the 35th amendment on June 17, 2013; the 36th amendment on June 15, 2015; the 37th amendment on June 15, 2016; the 38th amendment on June 14, 2018; the 39th amendment on June 11, 2020; the 40th amendment on July 22, 2021; the 41st amendment on June 17, 2022; the 42nd amendment on June 16, 2023; and the 43rd amendment on June 16, 2025.
These Articles of Incorporation shall take effect upon approval by the shareholders' meeting.
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Appendix IV
FORMOSAN UNION CHEMICAL CORP.
Rules of Procedure for Shareholders Meetings
Approved for Amendment on Shareholder's Meeting held on June 17, 2022
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 Article 5 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.
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.
Article 3: Unless otherwise provided by law or regulation, the Company's shareholders meetings shall be convened by the Board of Directors.
When a virtual shareholders' meeting has convened, regulations stipulated by the Regulations Governing the Administration of Shareholder Services of Public Companies, it should be specified in the Articles of Incorporation, approved by the board of directors, and the virtual shareholders' meeting should be conducted with a resolution passed by a two-thirds attendance of the directors and a majority of those present agreeing.
Changes to how this Corporation convenes its shareholders meeting shall be resolved by the board of directors, and shall be made no later than mailing of the shareholders meeting notice.
This Company shall make the Meeting Handbook and supplemental meeting materials in the preceding paragraph available to shareholders for review in the following manner on the date of the shareholders meeting:
- For physical shareholders meetings, to be distributed on-site at the meeting.
- For hybrid shareholders meetings, to be distributed on-site at the meeting and shared on the virtual meeting platform.
- For virtual-only shareholders meetings, electronic files shall be shared on the virtual meeting platform.
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, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 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 and the essential contents explained in the notice of the reasons for convening the shareholders meeting. None
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of the above matters may be raised by an extraordinary motion.
Where re-election of all directors and supervisors as well as their inauguration date is stated in the notice of the reasons for convening the shareholders meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting.
A shareholder holding one percent or more of the total number of issued shares may submit to the Company a proposal for discussion at a regular shareholders meeting. The number of items so proposed is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. When the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda.
A shareholder may propose a recommendation for urging the corporation to promote public interests or fulfill its social responsibilities, provided procedurally the number of items so proposed is limited only to one in accordance with Article 172-1 of the Company Act, and no proposal containing more than one item will be included in the meeting agenda.
Prior to the book closure date before a regular shareholders meeting is held, the Company shall publicly announce its acceptance of shareholder proposals in writing or electronically, 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 regular shareholders meeting and take part in discussion of the proposal.
Prior to the date for issuance of notice of a shareholders meeting, the Company shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders meeting the board of directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.
Article 4: For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company and stating the scope of the proxy's authorization.
A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to the Company before five days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.
After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the Company before two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
If, after a proxy form is delivered to the Company, a shareholder wishes to attend the shareholders meeting online, a written notice of proxy cancellation shall be
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submitted to the Company two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
Article 5: 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.
The restrictions on the place of the meeting shall not apply when the Company convenes a virtual-only shareholders meeting.
Article 6: The Company shall specify in its shareholders meeting notices the time during which attendance registrations for shareholders, solicitors and proxies (collectively "shareholders") will be accepted, the place to register for attendance, and other matters for attention.
The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. For virtual shareholders meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as attend the shareholders meeting in person.
Shareholders shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. The Company may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.
The Company shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.
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.
In the event of a virtual shareholders meeting, shareholders wishing to attend the meeting online shall register with the Company two days before the meeting date.
In the event of a virtual shareholders meeting, the Company shall upload the meeting agenda handbook, annual report and other meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.
Article 6-1: The Company shall convene a virtual shareholders' meeting by stating the following in the notice of the shareholders' meeting.
- How shareholders attend the virtual meeting and exercise their rights.
- Actions to be taken if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events, at least covering the following particulars:
A. To what time the meeting is postponed or from what time the meeting will
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resume if the above obstruction continues and cannot be removed, and the date to which the meeting is postponed or on which the meeting will resume.
B. Shareholders not having registered to attend the affected virtual shareholders meeting shall not attend the postponed or resumed session.
C. In case of a hybrid shareholders meeting, when the virtual meeting cannot be continued, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue. The shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, and the shareholders attending the virtual meeting online shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.
D. Actions to be taken if the outcome of all proposals have been announced and extraordinary motion has not been carried out.
- To convene a virtual-only shareholders meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholder meeting online shall be specified. Except for the circumstances stipulated in Article 44-9, Paragraph 6 of the Regulations Governing the Administration of Shareholder Services of Public Companies, it is necessary to provide shareholders with connection equipment and necessary assistance. Additionally, the period during which shareholders can apply to the company and other relevant precautions must be specified.
Article 7: If the 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 perform the duties, the chairman shall designate a director to act as chairman. Where the chairman does not make such a designation, the directors shall select from among themselves one person to serve as chairman. If a shareholders meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chairman from among themselves.
When a director serves as chairman, as referred to in the preceding paragraph, the director shall be one who has held that position for six months or more and who understands the financial and business conditions of the company. The same shall be true for a representative of a juristic person director that serves as chairman.
It is advisable that shareholders meetings convened by the board of directors shall be chaired by the chairperson of the board in person and attended by a majority of the directors, at least one supervisor in person, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes.
The Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholder meeting in a non-voting capacity.
Article 8: The Company, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the
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registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures.
The recorded materials of the preceding paragraph shall be retained for at least one 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.
Where a shareholders meeting is held online, the Company shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by the Company, and continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end.
The information and audio and video recording in the preceding paragraph shall be properly kept by the Company during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual meeting.
Article 9: Attendance at shareholders meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in, and the shares checked in on the virtual meeting platform, plus the number of shares whose voting rights are exercised by correspondence or electronically.
The chairman shall call the meeting to order at the appointed meeting time and disclose information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting.
However, when the attending shareholders do not represent a majority of the total number of issued shares, the chairman may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one 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 chairman shall declare the meeting adjourned. In the event of a virtual shareholders meeting, the Company shall also declare the meeting adjourned at the virtual meeting platform.
If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within one month. In the event of a virtual shareholders meeting, shareholders intending to attend the meeting online shall re-register to the Company in accordance with Article 6.
When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chairman may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act.
Article 10: If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. Votes shall be cast on each separate proposal in the agenda (including extraordinary motions and amendments to the original proposals set out in the agenda). 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 with the power to convene that is not the board of directors.
The chairman 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 chairman 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 chairman in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.
The chairman shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chairman is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chairman may announce the discussion closed, call for a vote, and schedule sufficient time for voting.
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 chairman.
A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.
Except with the consent of the chairman, 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 chairman may terminate the speech.
When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chairman and the shareholder that has the floor; the chairman shall stop any violation.
When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal.
After an attending shareholder has spoken, the chairman may respond in person or direct relevant personnel to respond.
Where a virtual shareholders meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chairman declaring the meeting open until the chairman declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in paragraphs 1 to 5 do not apply.
As long as questions so raised in accordance with the preceding paragraph are not in violation of the regulations or beyond the scope of a proposal, it is advisable the questions be disclosed to the public at the virtual meeting platform.
Article 12: Voting at a shareholders meeting shall be calculated based 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 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.
The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.
With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.
Article 13: A shareholder shall be entitled to one vote for each share held, except when the shares are restricted to shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.
When the Company holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that the Company avoid the submission of extraordinary motions and amendments to original proposals.
A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company before two days before the date of the shareholders meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.
After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders meeting in person or online, a written declaration of intent to retract 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, before two business days before the date of the shareholders meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail.
Except as otherwise provided in the Company Act and in the Company's articles of incorporation, the passage of a proposal shall require an affirmative vote of a
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majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chairman or a person designated by the chairman shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.
When there is an amendment or an alternative to a proposal, the chairman shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chairman, 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.
When the Company convenes a virtual shareholders meeting, after the chairman declares the meeting open, shareholders attending the meeting online shall cast votes on proposals and elections on the virtual meeting platform before the chairman announces the voting session ends or will be deemed abstained from voting.
In the event of a virtual shareholders meeting, votes shall be counted at once after the chairman announces the voting session ends, and results of votes and elections shall be announced immediately.
When the Company convenes a hybrid shareholders meeting, if shareholders who have registered to attend the meeting online in accordance with Article 6, but wish to attend the physical shareholders' meeting in person, they shall revoke their registration two days before the shareholders meeting in the same manner as they have registered. If their registration is not revoked within the time limit, they may only attend the shareholders meeting online.
When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the shareholders meeting online, except for extraordinary motions, they will not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal.
Article 14: The election of directors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected, and the names of directors and supervisors not elected and number of votes they received.
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 one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of
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the Company Act, the ballots shall be retained until the conclusion of the litigation.
Article 15: Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chairman of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.
The Company may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.
The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chairman's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors or supervisors. The minutes shall be retained for the duration of the existence of the Company.
If a shareholders' meeting is held by video conferencing, the minutes of the meeting shall include, in addition to the matters required to be recorded in the preceding paragraph, the starting and ending time of the shareholders' meeting, the manner in which the meeting is held, the names of the chairman and the minute taker, and the manner and situation of handling any interruption from the Video Conferencing Platform or video participation due to natural disasters, contingencies, or other force majeure.
When convening a virtual-only shareholder meeting, other than compliance with the requirements in the preceding paragraph, the Company shall specify in the meeting minutes alternative measures available to shareholders with difficulties in attending a virtual-only shareholders meeting online.
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, the number of shares represented by proxies and the number of shares represented by shareholders attending the meeting by correspondence or electronic means, and shall make an express disclosure of the same at the place of the shareholders meeting. In the event a virtual shareholders meeting, the Company shall upload the above meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.
During the Company's virtual shareholders meeting, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the virtual meeting platform. The same shall apply whenever the total number of shares represented at the meeting and a new tally of votes is released during the meeting.
If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation (or Taipei Exchange Market) regulations, the Company shall upload the content of such resolution to the MOPS within the prescribed time period.
Article 17: Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands.
The chairman may direct the proctors or security personnel to help maintain order at
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the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."
At the place of a shareholders meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the chairman may prevent the shareholder from so doing.
When a shareholder violates the rules of procedure and defies the chairman's correction, obstructing the proceedings and refusing to heed calls to stop, the chairman may direct the proctors or security personnel to escort the shareholder from the meeting.
Article 18: When a meeting is in progress, the chairman may announce a break based on time considerations. If a force majeure event occurs, the chairman may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue.
A resolution may be adopted at a shareholder meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.
Article 19: In the event of a virtual shareholders meeting, the Company shall disclose real-time results of votes and election immediately after the end of the voting session on the virtual meeting platform according to the regulations, and this disclosure shall continue at least 15 minutes after the chairman has announced the meeting adjourned.
Article 20: When the Company convenes a virtual-only shareholders meeting, both the chairman and minute taker shall be present at the same location, and the chairman shall declare the address of their location when the meeting is called to order.
Article 21: In the event of a virtual shareholders meeting, the Company may offer a simple connection test to shareholders prior to the meeting, and provide relevant real-time services before and during the meeting to help resolve communication technical issues.
In the event of a virtual shareholders meeting, when declaring the meeting open, the chairman shall also declare, unless under a circumstance where a meeting is not required to be postponed to or resumed at another time under Article 44-20, paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events before the chairman has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply.
For a meeting to be postponed or resumed as described in the preceding paragraph, shareholders who have not registered to participate in the affected shareholders meeting online shall not attend the postponed or resumed session.
For a meeting to be postponed or resumed under the second paragraph, the number of shares represented by, and voting rights and election rights exercised by the
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shareholders who have registered to participate in the affected shareholders meeting and have successfully signed in the meeting, but do not attend the postpone or resumed session, at the affected shareholders meeting, shall be counted towards the total number of shares, number of voting rights and number of election rights represented at the postponed or resumed session.
During a postponed or resumed session of a shareholders meeting held under the second paragraph, no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced, or list of elected directors and supervisors.
When the Company convenes a hybrid shareholders meeting, and the virtual meeting cannot continue as described in second paragraph, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, still meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue, and not postponement or resumption thereof under the second paragraph is required.
Under the circumstances where a meeting should continue as in the preceding paragraph, the shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, provided these shareholders shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.
When postponing or resuming a meeting according to the second paragraph, the Company shall handle the preparatory work based on the date of the original shareholders meeting in accordance with the requirements listed under Article 44-20, paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies.
For dates or period set forth under Article 12, second half, and Article 13, paragraph 3 of Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and Article 44-5, paragraph 2, Article 44-15, and Article 44-17, paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall handle the matter based on the date of the shareholders meeting that is postponed or resumed under the second paragraph.
Article 22: These rules and procedures shall take effect upon being ratified by a resolution adopted by the Shareholders' meeting and the same shall apply to all amendments thereto.
These rules were formulated at the Shareholders' Meeting held on June 17, 2022.
These rules were formulated at the Shareholders' Meeting held on June 13, 2024.
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Appendix V
FORMOSAN UNION CHEMICAL CORP.
Procedures for Election of Directors
Approved for Amendment on Shareholder's Meeting held on June 11, 2020
Article 1: The Procedures for Elections of Directors are developed pursuant to the Company Act and the Articles of Incorporation of the Company. All elections of directors shall be conducted in accordance with the provisions set forth in the Procedures. Any matter not mentioned by the Procedures herein shall comply with Company Act and the relevant laws and regulations.
Article 2: The election of the Company’s directors shall be held at the shareholders meeting.
Article 3: The election of directors for this Company adopts uninominal cumulative voting, where the name of the candidate is represented by the number of attending identification. The independent directors and non-independent directors shall be elected concurrently and calculated for the winning candidate respectively,
Article 4: Each share of the Company has a voting right for the election of the candidate and the same right to election as the elected number of directors. The Board of Directors shall prepare the same number of directors and distribute to all shareholders, where one candidate or several candidates may be elected.
Article 5: Elections of directors at this Company shall be conducted in accordance with the candidate nomination system and procedures set out in Article 192-1 of the Company Act. The number of directors will be as specified in the Company’s articles of incorporation, with voting rights (including electronic votes) calculated for director positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.
In case the number of independent directors is inadequate pursuant to provisionary rules of Article 14-2, paragraph 1 of the Securities and Exchange Act, the independent directors should be elected in the latest shareholders meeting. The dismissal of the independent director shall start in 60 days from the occurrence and shall be elected upon convening the temporary shareholders meeting.
Article 6: The board of directors shall prepare separate ballots in numbers corresponding to the shareholders to be elected. The number of voting rights associated with each ballot shall be specified on the ballots.
Article 7: Before the election begins, the chair shall appoint a number of persons with shareholder status to perform the respective duties of vote monitoring and counting personnel.
Article 8: The ballot boxes shall be prepared by the board of directors and publicly checked by the vote monitoring personnel before voting commences.
Article 9: The ballot shall be null and invalid upon the occurrence of one of the following: 1. Ballots that are not in compliance with these Procedures
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- Blank ballots are cast into the ballot box.
- Scribbled and unidentifiable writing or writing which has been altered.
- A candidate who is also a Member whose account name and Member number are inconsistent with the information recorded in the Register of Members;
- Writing other than the name of the candidate or Member number (identification number) and the number of votes entitled
Article 10: After the poll of the director election, the vote monitoring personnel and counting personnel shall jointly open and check the ballot box.
Article 11: The vote monitoring personnel shall monitor the vote counting; the chair shall announce the results of the calculation onsite.
Article 12: The Board of Directors shall send each elected Director a notice of appointment.
Article 13: The Procedures shall be approved by the Shareholders Meeting prior to implementation. The same procedures shall apply to the amendment.
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Appendix VI
FORMOSAN UNION CHEMICAL CORP.
Shareholding Facts by All Directors of the Company
Basis Date:April 13,2026
| Title | Name | Elected Date | Term of Office | Number of shareholding when elected | Number as of the book closure date for the Annual Shareholders' Meeting | Note | ||
|---|---|---|---|---|---|---|---|---|
| Shares | Shareholding Ratio(%) | Shares | Shareholding Ratio(%) | |||||
| Chairman | Huang, Shen-Tsai | June 16, 2023. | 3 years | 17,775,500 | 3.73 | 18,824,000 | 3.95 | Representative of Shin Shing Chemical Corp. |
| Vice Chairman | Huang, Sheng-Shun | June 16, 2023. | 3 years | 1,332,982 | 0.28 | 1,332,982 | 0.28 | |
| Director | Chang, Lee-Chiou | June 16, 2023. | 3 years | 9,857 | 0.00 | 9,857 | 0.00 | Representative of Hemao Venture Investment Co., Ltd. |
| Director | Huang, Teh-Lun | June 16, 2023. | 3 years | 590,200 | 0.12 | 590,200 | 0.12 | |
| Director | Ko, Yen-Huei | June 16, 2023. | 3 years | 3,606,091 | 0.76 | 4,043,091 | 0.85 | Representative of Ever-Prosperous Multitechnologies Enterprise Ltd. |
| Director | Kuo, Chih-Chun | June 16, 2023. | 3 years | 1,836,622 | 0.39 | 1,836,622 | 0.39 | Representative of Hsin Chang Construction Corp. |
| Director | Huang, Cheng-Feng | June 16, 2023. | 3 years | 28,314,750 | 5.94 | 28,924,000 | 6.06 | Representative of Chi-Tong Investment Co., Ltd. |
| Director | Lien, Te-Shih | June 16, 2023. | 3 years | 123,908 | 0.03 | 123,908 | 0.03 | |
| Director | Ho, Hao | June 16, 2023. | 3 years | 11,571,347 | 2.43 | 11,571,347 | 2.43 | Representative of Lion Home Products (Taiwan) Co., Ltd. |
| Director | Kuo, Chen-Chih | June 16, 2023. | 3 years | 3,111,104 | 0.65 | 3,111,104 | 0.65 | |
| Director | Shi, Jia-An | June 16, 2023. | 3 years | 486,904 | 0.10 | 486,904 | 0.10 | |
| Director | Lee, Wen-Lin | June 16, 2023. | 3 years | 34,000 | 0.01 | 34,000 | 0.01 | |
| Director | Chen, De-Fong | June 16, 2023. | 3 years | 2,330,023 | 0.49 | 2,330,023 | 0.49 | |
| Director | Wu, Shin-Chang | June 16, 2023. | 3 years | 14,723,422 | 3.09 | 14,723,422 | 3.09 | Representative of Formosa Chemicals & Fiber Corp. |
| Independent Director | Liao, Song-Yue | June 16, 2023. | 3 years | 0 | 0.00 | 0 | 0.00 | |
| Independent Director | Lin, Lai-Ti | June 16, 2023. | 3 years | 0 | 0.00 | 0 | 0.00 | |
| Independent Director | Chen, Hung-Wen | June 16, 2023. | 3 years | 256,500 | 0.05 | 238,500 | 0.05 | |
| Independent Director | Cho, Hsung-Jung | June 16, 2023. | 3 years | 0 | 0.00 | 0 | 0.00 |
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Explanation
- According to Article 26 of Securities and Exchange Act, the company's paid-in capital is NT$ 4,770,162,720 (477,016,272 shares), the minimum shareholdings of the Company’s Directors are 16,000,000 shares.
- As on the closing date of 2026 Annual Shareholders’ Meeting, the actual shareholdings of the Company’s Directors are 88,179,960 shares. It complies with the specifications of this rule.