FULIN-KY — AGM Information 2021

Jul 1, 2021

Stock Code: 1341

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Fulin Plastic Industry (Cayman) Holding Co., Ltd.

2021 General Shareholders' Meeting

Meeting Handbook

Date: Thursday, Jun. 3, 2021, 9:30 AM

Address: 9F, No. 266, Chenggong 1st Road, Qianjin District, Kaohsiung City

(Golden Crown Room, The Grand Hi-Lai Hotel)

(Translation)

Notice to readers

This English-version Agenda is a summary translation of the Chinese version and is not An official document of the shareholders’ meeting. If there is any discrepancy between The English and Chines eversions,theChinese version shall prevail.

Table of Contents

Page

Chapter1 Meeting Procedure ······························································· 1	Chapter1 Meeting Procedure ······························································· 1
Chapter 2 Meeting Agenda ·································································· 2
I.	to be Reported ······························································ 3
II.	Issues to be Acknowledged ·············································· 4
III.	Issues to be Discussed ···················································· 5
IV.	Extempore Motions ······················································· 6

Chapter 3 Attachment

		I.	Business Report ···························································· 7
		II.	Audit Committee Inspection Report ···································· 10
		III.	Comparison Table for Amendments to “Regulations Governing
			Procedure for Board of Directors' Meetings” ·························· 11
		IV.	Comparison Table for Amendments to “Code of Ethical Conduct" 13
		V.	CPA Audit Report and Financial Statements ·························· 14
		VI.	Earnings Distribution Table ·············································· 24
		VII.	Comparison Table for Amendments to “Rules of Procedure for
		Shareholders' Meetings” ······················································· 25
Chapter	4	Appendix
		I.	Rules of Procedure for Shareholders' Meetings (before the
			Amendment) ······························································· 27
		II.	Shareholdings of the Directors ·········································· 37

Fulin Plastic Industry (Cayman) Holding Co., Ltd. Procedures to Convene the 2021 General Shareholders' Meeting

• I. Call the Meeting to Order

• II. Chairman's Remarks

• III. Issues to be Reported

• IV. Issues to be Acknowledged

• V. Issues to be Discussed

• VI. Extempore Motions

• VII. Adjournment

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Fulin Plastic Industry (Cayman) Holding Co., Ltd.

2021 General Shareholders' Meeting Agenda

Date: Thursday, Jun. 3, 2021, 9:30 AM

Address: 9F, No. 266, Chenggong 1st Road, Qianjin District, Kaohsiung City (Golden Crown Room, The Grand Hi-Lai Hotel)

• I. Call the Meeting to Order (report the number of shares present)

• II. Chairman's Remarks

• III. Issues to be Reported

• (I) 2020 Business Report.

• (II) Report of the Audit Committee for the Review of the 2020 Final Account Statement.

• (III) 2020 Employee and Director Remuneration Distribution Report.

• (IV) Report on the Amendments to the Company's "Regulations Governing Procedure for Board of Directors' Meetings” and “Code of Ethical Conduct.”

• (V) Report on the Proposal for the Issuance of 1st Secured Convertible Bond in the Republic of China.

• IV. Issues to be Acknowledged

• (I) 2020 Business Report and Consolidated Financial Statements.

• (II) 2020 Earnings Distribution.

• V. Issues to be Discussed

• (I) Amendments to the Company's “Rules of Procedure for Shareholders' Meetings.”

• (II) Distribution of Cash Dividends from Capital Surplus.

Voting on the Motion of Recognition and Discussion

• VI. Extempore Motions

• VII. Adjournment

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Issues to be Reported

• I. 2020 Business Report.

• Description: Please refer to Attachment I on Page 7 to 9 to this Handbook for the Business Report.

• II. Report of the Audit Committee for the Review of the 2020 Final Account Statement. Description: Please refer to Attachment II on Page 10 to this Handbook for the Report of the Audit Committee for the Review of the 2020 Final Account Statement.

• III. 2020 Employees and Directors Remuneration Distribution Report.

Description: 1. According to Article 14.4 of the Company's Articles of Association.

        2. The Company resolved on Mar. 11, 2021 to distribute the 2020 employee remuneration of US$276,801 in cash and not to distribute director remuneration.

• IV. Report on the Amendments to the Company's "Regulations Governing Procedure for Board of Directors' Meetings” and “Code of Ethical Conduct.”

  • Description: 1. The Company's “Regulations Governing Procedure for Board of Directors' Meetings” and "Code of Ethical Conduct” were amended according to the requirements of the regulations and the company's business needs.

    2. Please refer to Attachment III and Attachment IV (page 11~12 and page 13) for the comparison table for amendments.
    

• V. Report on the Proposal for the Issuance of 1st Secured Convertible Bond in the Republic of China.

• Description: 1.To enrich the working capital, the Company intends to issue the first unsecured convertible bonds in the R.O.C. with a total issued par value of NT$150,000 thousand and a par value of NT$100 thousand for each bond. The number of bonds to be issued is 1500, the issue period is three years, and the coupon rate is 0%. The public underwriting shall be conducted by bidding auction.

   2. Please refer to the description at the Shareholders' Meeting for details of actual issues.
  

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Issues to be Acknowledged

(Proposed by the Board of Directors)

Resolution 1

Proposal: 2020 Business Report and Consolidated Financial Statements, submitted for acknowledgment. Description: Please refer to Attachment I and Attachment V (page 7 to 9 and page 14 to 23) of this Handbook for the Company's 2020 Business Report and Consolidated Financial Statements.

Resolution:

(Proposed by the Board of Directors)

Resolution 2

Proposal:2020 Earnings Distribution, submitted for acknowledgment.

• Description:1. The Company's 2020 Earnings Distribution is intended to be made following the provisions of the Company's Articles of Association. Please refer to Attachment VII (page 24) for the 2020 Earnings Distribution Table.

• The Company's 2020 net profit after tax was NT$310,881,119, plus undistributed earnings of NT$96,620,448 at the beginning of the period, and after deducting a 10% legal reserve of NT$31,088,112 and a special reserve of NT$70,771,866, the distributable earnings was NT305,641,589 at the end of the period. The proposed shareholders' cash dividends to be distributed were NT$5 per share for a total of NT$247,000,000.

• With regard to the distribution of cash dividends, if the Company subsequently affects the number of outstanding shares due to repurchase of the Company's shares or issuance of new shares, that results in changes in the dividend ratio for the shareholders, and it needs to be amended, it is proposed that the Shareholders' Meeting authorize the Board of Directors to adjust the dividend ratio according to the actual number of the Company's outstanding shares on the ex-dividend date and handle the related matters.

• The cash dividend for each shareholder is calculated to NT$1 (amounts under NT$1 shall be rounded off unconditionally). Amounts under NT$1 are recorded as other revenue for the Company.

• According to the resolution of the Board of Directors on Apr. 21, 2021, the chairman of the Board of Directors was authorized to determine the cash dividend distribution base date and distribution date, and other related matters after the resolution were passed at the General Shareholders' Meeting.

Resolution:

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Issues to be Discussed

(Proposed by the Board of Directors)

• Resolution 1 Proposal: The Company's "Rules of Procedure for Shareholders' Meetings" Amendment, submitted for discussion.

• Description:1. In line with the Company Act of the Republic of China and relevant laws and regulations, the Company hereby proposes to amend certain articles of the Company's "Rules of Procedure for Shareholders' Meetings."

• Please refer to Attachment VIII (pages 25 to 26) for the comparison table for amendments.

Resolution:

(Proposed by the Board of Directors)

Resolution 2

Proposal: Capital Surplus Distribution in Cash, submitted for discussion.

• Description: 1. The Company intends to distribute cash of NT$1 per share for a total of NT$49,400,000 from the capital surplus of the ordinary shares premium at a price exceeding the par value following the Company's Articles of Association.

• With regard to the cash distribution from the capital surplus, if the Company subsequently affects the number of outstanding shares due to repurchase of the Company's shares or issuance of new shares, that results in changes in the cash distribution ratio for the shareholders, and it needs to be amended, it is proposed that the Shareholders' Meeting authorize the Board of Directors to adjust the dividend ratio according to the actual number of the Company's outstanding shares on the ex-dividend date and handle the related matters.

• The cash distribution from the capital surplus for each shareholder is calculated to NT$1 (amounts under NT$1 shall be rounded off unconditionally). Amounts under NT$1 are recorded as other revenue for the Company.

• According to the resolution of the Board of Directors on Apr. 21, 2021, the chairman of the Board of Directors was authorized to determine the cash dividend distribution base date and distribution date, and other related matters after the resolution were passed at the General Shareholders' Meeting.

Resolution:

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Extempore Motions

Adjournment

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Attachment I

Business Report

In 2020, the Company's consolidated operating revenue was NT$2,664,416 thousand, a decrease of 11.81% compared with that in 2019; the net profit before tax was NT$396,652 thousand, an increase of 8.76% compared with that in 2019. The operating performance of 2020 is as follows:

• I. 2020 Business Report

• (I) Implementation Results of the Business Plan:

			Unit: NT$1,000	Unit: NT$1,000
Item	2020	2019	Increase (Decrease) Changes
			Amount	%
Operating revenue	2,664,416	3,021,131	(356,715)	(11.81)
Operating costs	2,036,482	2,394,825	(358,343)	(14.96)
Gross profit	627,934	626,306	1,628	0.26
Operating expenses	234,370	266,299	(31,929)	(11.99)
Net operating profit	393,564	360,007	33,557	9.32
Net profit before tax	396,652	364,703	31,949	8.76
Net profit for the year	310,881	281,172	29,709	10.57
Net profit attributable to owners of the Company	310,881	281,172	29,709	10.57
Total comprehensive income	240,109	254,080	(13,971)	5.50

(II) 2020 Budget Implementation:

The Company did not publicly disclose any financial forecasts for 2020.

(III) Financial Revenue and Expenditure:

Item	2020	2019	Increase (Decrease) Changes	Increase (Decrease) Changes
			Amount	%
Cash flows from operating activities	459,791	303,291	156,500	51.60
Cash flows from investing activities	(119,214)	(190,554)	71,340	37.44
Cash flows from financing activities	(275,144)	(269,644)	(5,500)	(2.04)
Effect of exchange rate changes oncash	(5,376)	377	(5,753)	(1,525.99)
Net increase (decrease) in cash	60,057	(156,530)	216,587	138.37
Cash balance at the beginning of the year	140,927	297,457	(156,530)	(52.62)
Cash balance at the end of the year	200,984	140,927	60,057	42.62

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(IV) Profitability:

Profitability:
Item	2020	2019
Return on assets(%)	15.14	13.48
Returnonequity (%)	25.48	24.02
Operating profit topaid-in capital(%)	79.67	72.88
Netprofitbeforetax to paid-incapital(%)	80.29	73.83
Netprofit ratio (%)	11.67	9.31
Earningsper share(NT$)	6.29	5.69

(V) Research and Development

The Company has engaged in the PVC processing business for more than 20 years. Products are processed according to the product drawings provided by customers, and the PVC material is selected for the customer's design decision. Therefore, the Company's R&D work primarily focuses on the R&D of machine equipment and process improvements or new product processing technology development to enhance production efficiency and reduce cost. The Company also conducts technical cooperation with customers and suppliers to improve its competitiveness by using existing equipment enhancement and formula research. In addition, the Company develops and creates differentiated products to meet the market trend in order to promote new markets and new applications, such as the development of TPU and water-based PU environmentally friendly products.

• II. 2021 Business Plan Summary

• (I) Business Strategy

  • (1) Tape Products

    1. In cooperation with Hai Phong Plant, a new production line was put into production in 2018. Besides supplying customers in the north to reduce freight costs and shorten delivery time, we have also cooperated with Bac Ninh Samsung Electronics to develop pressurized transparent tape and draw materials nearby. The trial production of super transparent tape with a higher grade will be started in 2021, making delivery time more flexible.

    2. Develop weather-resistant 2,000-hour transparent tape with special requirements.

    3. Ensure long-term orders from major foreign customers such as Turkey, Ecuador, Decorative, Guatemala, and Marine.

  • (2) Latex Leather and Rubber Leather Products

    1. In line with the promotion of business policy, set up an office in Ho Chi Minh City to gather market information and provide services nearby.

    2. In view of Bình large furniture factory project cooperation, expand processing export market.

    3. Develop soft casting leather products to enhance products' added value and replace oilbased PU.

  • (3) Soft Leather

    1. Continue cooperating with COACH's new color samples to master the geographical advantages and create a new growth peak.

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  1. Conduct multi-skill training for personnel and utilize different machine attributes to enhance production capacity and meet delivery time.

• (4) TPU/PU Leather

  1. Develop 6 sets of patterns, 96 color productions, and 3,000 sets of sample books to expand products in coordination with customer projects.

  2. Utilize the Company’s full range of products, cooperating with THACO, the largest domestic automobile manufacturer, to provide artificial leather for car seats, using microfiber PU with PVC latex leather to reduce customers’ troubles about color.

  3. Develop high and low-temperature film coating products and sports shoe products in coordination with branded sports shoes.

• (II) Sales Volume Forecast and Supporting Basis:

The Company sets the expected annual sales target based on the actual operating performance in 2020, the overall synthetic leather market environment, the supply and demand of the industry, the expected orders of customers, the expectations of the major agents on the future circumstances, and the Company's capacity planning.

(III) Key Production and Sales Policies:

1. Vietnam's Binh Province (near Dong Nai Province) is the base camp for processing factories. The Company will target a large-scale furniture processing factory to establish a project to develop it energetically and make breakthroughs point by point under the condition of taking advantage of nearby materials.

2. The Company will continue to pay attention to the business opportunities arising from the China-US trade war and evaluate the benefits to cooperate and expand orders from customers who sell directly to the United States or competitors who originally produce in China and supply to the United States and seek cooperation to transfer orders to us.

3. We will rearrange the exhibition room and participate in various ESG-related factory inspections, obtain certifications such as HIGG and RCS, enhance the Company's image and visibility, and attract well-known brands' strategic alliances.

General Manager:

Accounting Supervisor:

Chairman:

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Attachment II

Audit Committee Inspection Report

The Board of Directors has prepared the Company's 2020 business report, financial statements, and earnings distribution proposal, among which the consolidated financial statements have been audited by Deloitte & Touche and issued the audit report. The aforesaid business report, consolidated financial statements, and earnings distribution proposal have been examined and approved by the Audit Committee, and no inconsistency is found. The report above is made following Article 14-4 of the Securities Exchange Act and Article 219 of the Company Act. Please review.

To

Fulin Plastic Industry (Cayman) Holding Co., Ltd. 2021 General Shareholders' Meeting

Convenor of the Audit Committee Meeting: Chin-San Wang

Apr. 21, 2021

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Attachment III

Fulin Plastic Industry (Cayman) Holding Co., Ltd.

Comparison Table for Amendments to “Regulations Governing Procedure for Board of Directors' Meetings”

Amended Articles	Current Articles	Description
Article 11 (Paragraph 1 and 2 are omitted) If at any time during the proceeding of a Board of Directors' Meeting the directors sitting at the meeting are not more than half of the directors present at the meeting, then upon motion by the directors sitting at the meeting, the chairperson shall declare a suspension of meeting, in which case Article 8, paragraph 4 shall apply mutatis mutandis.	Article 11 (Paragraph 1 and 2 are omitted) If at any time during the proceeding of a Board of Directors' Meeting the directors sitting at the meeting are not more than half of the directors present at the meeting, then upon motion by the directors sitting at the meeting, the chairperson shall declare a suspension of meeting, in which case Article 8, paragraph 3 shall apply mutatis mutandis.	Adjustment to the numbering applied mutatis mutandis.
Article 12 The following matters shall be submitted to the Board of Directors of the Company for discussion: I. The Company's business plan. II. Annual financial report and the second quarter financial report subject to audit and attestation by a CPA. (Omitted)	Article 12 The following matters shall be submitted to the Board of Directors of the Company for discussion: I. The Company's business plan. II. Annual financial report and semi- annual financial report. With the exception of semi-annual financial reports, which, under relevant laws and regulations, need not be audited and attested by a CPA. (Omitted)	In line with the amendment of Article 14-5 of the Securities and Exchange Act of the Republic of China, paragraph 1, subparagraph 2 is adjusted.
Article 15 (Paragraph 1 is omitted) Where the spouse or a blood relative within the second degree of kinship of a director, or a company which has a controlling or subordinate relationship with a director, is an interested party with respect to an agenda item, such director shall be deemed to be an	Article 15 (Paragraph 1 is omitted) Where the spouse or a blood relative within the second degree of kinship of a director, or a company which has a controlling or subordinate relationship with a director, is an interested party with respect to an agenda item as described in the preceding paragraph,	The text is revised as appropriate.

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	Amended Articles	Current Articles	Description
	interested party with respect to that agenda item. The resolution of the Company’s Board of Directors’ Meeting states that when a director is prohibited by the provisions from exercising voting rights, they shall not be included in the voting rights of the directors present at the meeting.	such director shall be deemed to be an interested party with respect to that agenda item. The resolution of the Company’s Board of Directors’ Meeting states that when a director is prohibited in the preceding two paragraphs from exercising voting rights, they shall not be included in the voting rights of the directors present at the meeting.
	Article 19 The Regulations Governing Procedure was stipulated on Oct. 18, 2017. The first amendment was made on Mar. 19, 2020. The second amendment was made on Mar. 11, 2021.	Article 19 The Regulations Governing Procedure was stipulated on Oct. 18, 2017. The first amendment was made on Mar. 19, 2020.	Update the date of this amendment.

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Attachment IV

Fulin Plastic Industry (Cayman) Holding Co., Ltd.

Comparison Table for Amendments to “Code of Ethical Conduct"

Amended Articles	Current Articles	Description
Article 4 Prevent conflicts of interest The personnel of the Company shall engage in businesses objectively and efficiently and avoid making use of their positions in the Company to gain improper benefits for the following personnel or enterprises: I. Relatives within oneself, spouse, or second degree of kinship. (Omitted)	Article 4 Prevent conflicts of interest The personnel of the Company shall engage in businesses objectively and efficiently and avoid making use of their positions in the Company to gain improper benefits following personnel or enterprises: II. Relatives within oneself, spouse, parents, children, or second degree of kinship. (Omitted)	Considering that the parents and children are relatives within the second degree of kinship, the text in paragraph 1, subparagraph 1 may be simplified.
Article 11 Encourage the reporting of any illegal or unethical conduct The Company shall strengthen the advocacy of ethics internally and encourage its employees to report to the independent directors, the general manager, internal audit supervisors, or other appropriate personnel when they suspect or discover any behavior in violation of laws, regulations, or code of ethical conduct. In order to encourage employees to report illegal conduct, the Company shall establish a concrete whistleblowing system, allow anonymous whistleblowing, and let employees know that the Company will do its best to protect the safety of the whistleblower from retaliation.	Article 11 Encourage the reporting of any illegal or unethical conduct The Company shall strengthen the advocacy of ethics internally and encourage its employees to report to the Audit Committee, the general manager, internal audit supervisors, or other appropriate personnel when they suspect or discover any behavior in violation of laws, regulations, or code ethical conduct. The Company shall make every effort to keep the informants' identity confidential, protect their safety, and properly handle follow-up matters.	Refer to Article 23 of the “Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies” of the Republic of China, allowing anonymous reporting and relevant regulations of competent authorities, and amend part of the text.

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Attachment V

Independent Auditors' Report

To Fulin Plastic Industry (Cayman) Holding Co., Ltd.:

We have audited the consolidated balance sheets of Fulin Plastic Industry (Cayman) Holding Co., Ltd. and its subsidiaries as of Dec. 31, 2020 and 2019, and the consolidated statements of comprehensive income, consolidated statements of changes in equity, the consolidated statements of cash flow, and notes to the consolidated financial statements (including a summary of significant accounting policies) for Jan.1 to Dec. 31, 2020 and 2019.

In our opinion, the above consolidated financial statements present fairly, in all material respects, the consolidated financial position of Fulin Plastic Industry (Cayman) Holding Co., Ltd. and its subsidiaries as of Dec. 31, 2020 and 2019, and its consolidated financial performance and consolidated cash flows for Jan. 1 to Dec. 31, 2020 and 2019 in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and international Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and generally accepted auditing standards in the Republic of China. Our responsibilities required under said standards will be detailed in the paragraph about the independent auditor's responsibility for auditing consolidated financial statements. The personnel subject to the independent norms of this CPA firm has maintained aloof independence from Fulin Plastic Industry (Cayman) Holding Co., Ltd. and its subsidiaries in accordance with the CPA code of professional ethics and has fulfilled other responsibilities specified in the code. We believe that sufficient and appropriate audit evidence has been obtained to form the basis for our audit opinion.

Key Audit Matters

In our professional judgment, key audit matters referred to the most significant items in our audit of the 2020 consolidated financial statements of Fulin Plastic Industry (Cayman) Holding Co., Ltd. and its subsidiaries. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and in forming our opinion thereon, and we do not express a separate opinion on these matters.

Key audit matters for the 2020 consolidated financial statements of Fulin Plastic Industry (Cayman) Holding Co., Ltd. and its subsidiaries are as follows:

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Authenticity of the Recognition of Sales Revenue from Specific Products

As disclosed in Note 18 to the consolidated financial statements, the primary revenue of Fulin Plastic Industry (Cayman) Holding Co., Ltd. and its subsidiaries is from the sales of artificial leather and tapes. As the sales unit price of some sales items differs greatly from the average sales unit price of such products, following the provisions of the Statement of Auditing Standards on presupposing revenue as a significant risk, the authenticity of sales revenue generated by such specific sales item is listed as a key audit matter.

We have taken the following corresponding audit procedures for the specific aspects set out in the aforementioned key audit matter, including:

• I. To understand and test the internal control related to the authenticity of revenue recognition, including whether the internal control operations related to orders and shipments are effective, and to recognize operating revenue accordingly.

• II. To conduct spot checks and verify whether the operating revenue details are consistent with the sales target and amount of the goods delivery note and invoice, and to inspect whether the goods delivery note has been signed back by the client or attached with the export declaration and other shipping documents.

• III. To conduct spot checks and verify whether the accounts receivable collection records and targets in the operating revenue details are the same as the sales targets.

Responsibilities of the Management and Governing Bodies on the Consolidated Financial Statements

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

In preparing the consolidated financial statements, the management is responsible for assessing the ability of Fulin Plastic Industry (Cayman) Holding Co., Ltd. and its subsidiaries to continue as a going concern, disclosure of related matters, and the adoption of the going concern basis of accounting, unless the management either intends to liquidate Fulin Plastic Industry (Cayman) Holding Co., Ltd. and its subsidiaries or cease operation or has no other practicable solutions other than liquidation or termination of business.

The governing bodies (including the Audit Committee) of Fulin Plastic Industry (Cayman) Holding Co., Ltd. and its subsidiaries are responsible for overseeing the financial reporting process.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives of auditing the consolidated financial statements are to obtain reasonable assurance as to whether the consolidated financial statements as a whole contain material misrepresentation resulting from fraud or error and to issue an audit report. Reasonable assurance refers to a high level of assurance, but the audit conducted in accordance with generally accepted auditing standards can not guarantee the detection of material misrepresentation in the consolidated financial statements. Misrepresentation may be due to fraud or error. If the untruthful individual amounts or aggregated figures can be reasonably expected to affect the economic decisions made by users of the consolidated

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financial report, they will be deemed as material.

We exercise professional judgment and maintain professional suspicion when conducting audits in

accordance with generally accepted auditing standards. We have also performed the following tasks:

• I. Identify and assess the risks of material misstatement resulting from fraud or error in the consolidated financial statements, design and perform appropriate countermeasures for the risks evaluated, and obtain sufficient and appropriate audit evidence as the basis of audit opinions. As fraud may involve conspiracy, forgery, intentional omissions, false statements, or overstepping internal control, the risk of failing to detect material misrepresentation resulting from fraud is higher than that resulting from errors.

• II. Obtain a necessary understanding of the internal control relevant to the audit in order to design an appropriate audit procedure under the circumstances. Nevertheless, its purpose is not to express an opinion on the effectiveness of the internal control of the Fulin Plastic Industry (Cayman) Holding Co., Ltd. and its subsidiaries.

• III. Evaluate the appropriateness of accounting policies adopted and the reasonableness of accounting estimates and related disclosures made by the management.

• IV. Based on the audit evidence obtained, make a conclusion on the appropriateness of the management's adoption of the going concern basis of accounting, and whether there are significant uncertainties in the events or circumstances that may cause major doubts about the ability of Fulin Plastic Industry (Cayman) Holding Co., Ltd. and its subsidiaries to continue as a going concern. If we believe that there are significant uncertainties in such events or circumstances, we shall remind the users of the consolidated financial statements of the relevant disclosure in the audit report or amend the audit opinion when such disclosures are inappropriate. Our conclusions are based on the audit evidence obtained as of the audit report date. However, future events or circumstances may result in Fulin Plastic Industry (Cayman) Holding Co., Ltd. and its subsidiaries no longer have the ability to continue operations.

• V. Evaluate the overall presentation, structure, and content of the consolidated financial statements (including relevant notes) and whether the consolidated financial statements appropriately express related transactions and events.

• VI. Obtain sufficient and appropriate audit evidence regarding the financial information of entities within the Group to express opinions on the consolidated financial statements. We are responsible for the guidance, supervision, and implementation of the auditing and the formation of audit opinions of Fulin Plastic Industry (Cayman) Holding Co., Ltd. and its subsidiaries.

The matters we communicated with the governing body include the planned audit scope and time, as well as major audit findings (including significant deficiencies in internal control identified during the audit process).

We have also provided the governing body with a declaration that the personnel subject to the independent norms of this CPA firm have complied with the CPA code of professional ethics regarding independence and communicated with them all relationships and other matters that might be deemed to impair our independence (including relevant preventive measures).

From the matters communicated with the governing body, we have determined the key audit matters for the audit of the 2020 consolidated financial statements of Fulin Plastic Industry (Cayman) Holding Co., Ltd. and its subsidiaries. We have stated the said matters in the audit report unless the law does not allow the public disclosure of specific matters, or in extremely rare circumstances, we decide not to communicate specific matters in the audit report, as it can be reasonably expected that the negative impact of such communication will be greater than the increased public interest.

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Deloitte & Touche CPA CPA Chiu-Yen Wu Chen-Li Chen

Securities and Futures Bureau Approval Document No. Tai-Cai-Zheng-6-Tze No. 0920123784

Financial Supervisory Commission Approval Document No.

Ching-Kuan-Chen-Sheng-Tze No. 1010028123

Mar. 11, 2021

Notice to Readers

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

For the convenience of readers, the independent auditors ' review report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors ' review report and consolidated financial statements shall prevail.

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Fulin Plastic Industry (Cayman) Holding Co., Ltd. and its subsidiaries

Consolidated Balance Sheets

Dec. 31, 2019 & 2020

	Dec. 31, 2019 & 2020
Code	Assets		Dec. 31,2020				Unit: NT$1,000 Dec. 31,2019
			Amount		%		Amount		%
1100 1170 1200 130X 1410 1476 1479 11XX 1600 1755 1780 1840 1915 1920 1990 15XX 1XXX Code	Current assets Cash and cash equivalents (Note 4 and 6) Net account receivables (Note 4 and 7) Other receivables (Note 4) Inventories (Note 4, 5 and 8) Prepayments Other financial assets - current (Note 9) Other current assets Total current assets Non-current assets Property, plant, and equipment (Note 4, 11, 25, and 26) Right-of-use assets (Note 4 and 12) Intangible assets (Note 4) Deferred income tax assets (Note 4 and 20) Advance payment for equipment Refundable deposit Other non-current assets Total non-current assets Total assets Liabilities and equity	(	$ 200,984 425,284 4,346 542,602 28,958 96,121 2,748 1,301,043 750,843 34,154 2,166 11,936 4,097 1,053 15,788 820,037 $ 2,121,080 $ 333,472 9,926 21,010 194,911 84,326 36,477 1,595 81,401 8,639 604 772,361 95,231 17,282 82 19,503 132,098 904,459 494,000 325,597 60,295 248,433 407,501 716,229 319,205) 1,216,621 $ 2,121,080	(	9 20 - 26 1 5 - 61 35 2 - 1 - - 1 39 100 16 1 1 9 4 2 - 4 - - 37 4 1 - 1 6 43 23 15 3 12 19 34 15) 57 100	(	$ 140,927 404,781 2,949 603,624 26,983 17,988 2,337 1,199,589 866,916 39,170 1,553 11,165 355 1,118 24,770 945,047 $ 2,144,636 $ 283,216 6,951 22,409 175,746 70,310 20,964 1,647 82,653 11,257 612 675,765 205,325 17,429 96 22,509 245,359 921,124 494,000 424,397 32,178 221,341 300,029 553,548 248,433) 1,223,512 $ 2,144,636	(	7 19 - 28 1 1 - 56 40 2 - 1 - - 1 44 100 13 1 1 8 3 1 - 4 1 - 32 9 1 - 1 11 43 23 20 2 10 14 26 12) 57 100
2100 2130 2150 2170 2219 2230 2280 2320 2365 2399 21XX 2540 2550 2570 2580 25XX 2XXX 3110 3200 3300 3310 3320 3350 3410 3XXX	Current liabilities Short-term borrowings (Note 13 and 24) Contract liabilities - current (Note 4 and 18 ) Notes payable (Note 14) Account payables (Note 14) Other payables (Note 15) Income tax liabilities for the period (Note 4 and 20) Lease liabilities – current (Note 4 and 12) Long-term bank borrowings due within one year (Note 13, 24, and 25) Refunded liabilities - current (Note 4) Other current liabilities Total current liabilities Non-current liabilities Long-term borrowings (Note 13, 24, and 25) Liabilities provision – non-current (Note 4) Deferred income tax liabilities (Note 4 and 20) Lease liabilities – non-current (Note 4 and 12) Total non-current liabilities Total liabilities Equity attributable to owners of the Company (Note 4 and 17) Share capital - common stock Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Exchange differences on translating the financial statements of foreign operations Total equity Total liabilities and equity

The attached notes are part of the consolidated financial statements.

Chairman: Yuan-Lin Wang

President: Cheng-Hung Huang

Accounting Manager: Wen-Hui Chiu

• 19 -

Fulin Plastic Industry (Cayman) Holding Co., Ltd. and its subsidiaries

Consolidated Statements of Comprehensive Income

Jan. 1 to Dec. 31, 2019 and 2020

(Unit: NT$1,000, NT$1 for earnings per share)

Code 4000 Net operating revenue (Note 4 and 18) 5000 Operating costs (Note 4, 8, and 19) 5900 Gross profit Operating expenses (Note 19 and 24) 6100 Selling and marketing expenses 6200 General and administrative expenses 6300 Research and development expenses 6450 Expected credit loss 6000 Total operating expenses 6900 Net operating profit Non-operating income and expenses (Note 19) 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Finance costs 7000 Total non-operating income and expenses 7900 Net profit before tax 7950 Income tax expense (Note 4 and 20) 8200 Net profit for the year		2020		% 100 76 24 3 5 1 - 9 15 - - - - - 15 3 12		2019
		Amount $ 2,664,416 2,036,482 627,934 74,771 145,106 14,126 367 234,370 393,564 6,212 7,447 4,455 15,026) 3,088 396,652 85,771 310,881				Amount $ 3,021,131 2,394,825 626,306 88,073 165,330 12,681 215 266,299 360,007 2,441 21,892 2,458 22,095) 4,696 364,703 83,531 281,172		%
	(				(		(	100 79 21 3 6 - - 9 12 - 1 - 1) - 12 3 9

(Continued)

• 20 -

(Continued from previous page)

Code Other comprehensive income (Note 17) 8310 Items that will not be reclassified subsequently to profit or loss: 8341 Exchange differences arising on translation to the presentation currency 8360 Items that may be reclassified subsequently to profit or loss 8361 Exchange differences on translating the financial statements of foreign operations 8300 Other net comprehensive income or loss 8500 Total comprehensive income for the year 8600 Net profit attributable to: 8610 Owners of the Company 8700 Total comprehensive income attributable to: 8710 Owners of the Company Earnings per share (Note 22) 9710 Basic 9810 Diluted		2020		% 3 ) - 3) 9 12 9		2019
		Amount $ 75,436 ) 4,664 70,772) $ 240,109 $ 310,881 $ 240,109 $ 6.29 $ 6.27				Amount $ 28,829 ) 1,737 27,092) $ 254,080 $ 281,172 $ 254,080 $ 5.69 $ 5.68		%
	( (		( (		( (		( (	1 ) - 1) 8 9 8

The attached notes are part of the consolidated financial statements.

Chairman: Yuan-Lin Wang President: Cheng-Hung Huang Accounting Manager: Wen-Hui Chiu

• 21 -

Unit: NT$1,000, NT$ for earnings per share

Fulin Plastic Industry (Cayman) Holding Co., Ltd. and its subsidiaries

Consolidated Statements of Changes in Equity

Jan. 1 to Dec. 31, 2019 and 2020

Code A1 Balance as of Jan. 1, 2019 Appropriation of the 2018 earnings (Note 17) B1 Legal reserve B3 Special reserve B5 Cash dividends - $1 per share C15 Distribution of cash dividends from capital surplus - $2 per share (Note 17) D1 Net profit in 2019 D3 Other comprehensive income after tax in 2019 D5 Total comprehensive income in 2019 Z1 Balance as of Dec. 31, 2019 Appropriation of the 2019 earnings (Note 17) B1 Legal reserve B3 Recognition of special reserve B5 Cash dividends - $3 per share C15 Distribution of cash dividends from capital surplus - $2 per share (Note 17) D1 Net profit in 2020 D3 Other comprehensive income after tax in 2020 D5 Total comprehensive income in 2020 Z1 Balance as of Dec. 31, 2020	Share capital - common stock $ 494,000 - - - - - - - - 494,000 - - - - - - - - $ 494,000	Capital surplus $ 523,197 - - - - ( 98,800) - - - 424,397 - - - - ( 98,800) - - - $ 325,597	Retained earnings		Unappropriated earnings $ 304,683 ( 15,085 ) ( 221,341 ) ( 49,400) ( 285,826) - 281,172 - 281,172 300,029 ( 28,117 ) ( 27,092 ) ( 148,200) ( 203,409) - 310,881 - 310,881 $ 407,501	Other equity items Exchange differences on translating the financial statements of foreign operations ($ 221,341) - - - - - - ( 27,092) ( 27,092) ( 248,433) - - - - - - ( 70,772) ( 70,772) ($ 319,205)	Total equity	Total equity
			Legal reserve $ 17,093 15,085 - - 15,085 - - - - 32,178 28,117 - - 28,117 - - - - $ 60,295	Special reserve $ - - 221,341 - 221,341 - - - - 221,341 - 27,092 - 27,092 - - - - $ 248,433
		( (			( ( ( ( ( ( ( (	( ( ( ( ( ( (	( ( ( ( ( ( ( (	$ 1,117,632 - - 49,400) 49,400) 98,800) 281,172 27,092) 254,080 1,223,512 - - 148,200) 148,200) 98,800) 310,881 70,772) 240,109 $ 1,216,621

The attached notes are part of the consolidated financial statements.

Chairman: Yuan-Lin Wang

President: Cheng-Hung Huang

Accounting Manager: Wen-Hui Chiu

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Fulin Plastic Industry (Cayman) Holding Co., Ltd. and its subsidiaries

Consolidated Statements of Cash Flows

Jan. 1 to Dec. 31, 2019 and 2020

Code Cash flows from operating activities A10000 Profit before tax for the year A20010 Adjustments for income and expenses A20100 Depreciation expenses A20200 Amortization expenses A20300 Expected credit loss A20400 Net gain or loss on financial assets at fair value A20900 Finance costs A21200 Interest income A22500 Loss (gain) on disposal of property, plant, and A23700 Loss on inventories A29900 Reversal of refund liability A29900 Recognition of provisions A30000 Changes in operating assets and liabilities A31115 Financial assets mandatorily classified as at fair value A31150 Account receivables A31180 Other receivables A31200 Inventories A31230 Prepayments A31240 Other current assets A32125 Contract liabilities A32130 Notes payable A32150 Account payables A32180 Other payables A32230 Other current liabilities A33000 Cash generated from operations A33100 Interest received A33300 Interest paid A33500 Income tax paid AAAA Net cash generated from operating activities Cash flows from investing activities B02700 Payments for property, plant, and equipment	2020 $ 396,652 88,823 20,386 367 - 15,026 ( 6,212 ) ( 452 ) 8,365 ( 2,033 ) 1,002 - ( 48,478 ) ( 1,680 ) 16,072 ( 3,831 ) ( 589 ) 3,566 29 31,651 20,216 29 538,909 6,177 ( 15,615 ) ( 69,680) 459,791 ( 23,275 )	Unit: NT$1,000 2019
		$ 364,703 68,097 20,463 215 427 22,095 ( 2,441 ) ( 341 ) 6,818 ( 4,389 ) 464 ( 427 ) 37,061 896 ( 59,007 ) 46,149 ( 1,546 ) 3,153 124 ( 68,806 ) ( 19,442 ) ( 31) 414,235 2,441 ( 28,402 ) ( 84,983) 303,291 ( 153,638 )

(Continued)

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(Continued from previous page)

Code B02800 Proceeds from disposal of property, plant, and B04500 Payments for intangible assets B06500 Increase in other financial assets B06700 Increase in other non-current assets BBBB Net cash outflow on investing activities Cash flows from financing activities C00100 Increase in short-term borrowings (decrease) C01600 Proceeds from long-term borrowings C01700 Repayment of long-term borrowings C04020 Repayment of the principal portion of lease C04500 Distribution of cash dividends CCCC Net cash outflow on financing activities DDDD Effect of exchange rate changes on cash and cash EEEE Increases (decreases) in cash and cash equivalents E00100 Cash and cash equivalents at beginning of the year E00200 Cash and cash equivalents at the end of the year	2020 $ 535 ( 2,471 ) ( 83,135 ) ( 10,868) (119,214) 71,317 - ( 97,840 ) ( 1,621 ) (247,000) (275,144) ( 5,376) 60,057 140,927 $ 200,984	2019
		$ 341 - ( 18,546 ) ( 18,711) (190,554) ( 121,074 ) 102,838 ( 101,570 ) ( 1,638 ) (148,200) (269,644) 377 ( 156,530 ) 297,457 $ 140,927

The attached notes are part of the consolidated financial statements.

Chairman: Yuan-Lin Wang

President: Cheng-Hung Huang Accounting Manager: Wen-Hui Chiu

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Attachment VI

Fulin Plastic Industry (Cayman) Holding Co., Ltd.

Earnings Distribution Table

2020

Unit: NT$

Earnings	Distribution Table 2020 Unit: NT$
Item	Amount
Unappropriated earnings for the last year $ 96,620,448 Add: Net profit after tax for the year 310,881,119 Provision items Legal reserve (10%) （31,088,112） Special reserve （70,771,866 ） Earnings available for distribution this year 305,641,589 Distribution items Cash dividends ($5 per share) （247,000,000 ） Unappropriated earnings for the year $58,641,589

The attached notes are part of the consolidated financial statements.

Chairman: Yuan-Lin Wang

President: Cheng-Hung Huang Accounting Manager: Wen-Hui Chiu

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Attachment VII

Fulin Plastic Industry (Cayman) Holding Co., Ltd.

Comparison Table for Amendments to “Rules of Procedure for Shareholders' Meetings”

Amended Articles	Current Articles	Description
Article 3 (Paragraph 1 to 3 are omitted) The following matters shall be itemized in the causes or subjects, and the essential contents shall be explained in the notice to convene a meeting, and shall not be brought up as extempore motions. (Subparagraph 1 to 14 are omitted) (Paragraph 5 is omitted) During the Company's IPO or primary TWSE (TPEx) listing of the Republic of China, a shareholder holding one percent or more of the total number of issued shares may submit a written proposal to the Company for discussion at a General Shareholders' Meeting, provided that only one matter shall be allowed in each proposal. In case a proposal contains more than one matter, such a proposal shall not be included in the meeting agenda. Shareholders may put forward proposals urging the Company to promote public interests or fulfill its social responsibilities. In terms of procedure, only one matter shall be allowed in each proposal according to article 172-1 of the Republic of China's Company Act. If a proposal contains more than one matter, such a proposal shall not be included in the agenda. In addition, when any of the following circumstances apply to a proposal put forward by a shareholder, the Board of Directors may exclude it from the agenda: (Omitted)	Article 3 (Paragraph 1 to 3 are omitted) The following matters shall be itemized in the causes or subjects, and the essential contents shall be explained in the notice to convene a meeting, and shall not be brought up as extempore motions; the essential contents may be posted on the website designated by the competent securities authority or the Company, and such website shall be indicated in the above notice. (Subparagraph 1 to 14 are omitted) (Paragraph 5 is omitted) During the Company's IPO or primary TWSE (TPEx) listing of the Republic of China, a shareholder holding one percent or more of the total number of issued shares may submit a written proposal to the Company for discussion at a General Shareholders' Meeting, provided that only one matter shall be allowed in each proposal. In case a proposal contains more than one matter, such a proposal shall not be included in the meeting agenda. However, when the shareholder’s proposal is for urging the Company to promote public interests or fulfill its social responsibility, the Board of Directors may still include the proposal in the agenda. In addition, when any of the following circumstances apply to a proposal put forward by a shareholder, the Board of Directors may exclude it from the agenda: (Omitted)	The method of public announcement is also amended pursuant to relevant provisions.
Article 9 (Paragraph 1 is omitted) The chairperson shall call the meeting to order immediately at the time scheduled for the meeting and announce information, such as the number of non-voting rights shares and the number of shares present. However, if no shareholders representing more than half of the total number of issued shares are present, the chairperson may announce a postponement of the meeting, provided that only two postponements maybe made and the total	Article 9 (Paragraph 1 is omitted) The chairperson shall call the meeting to order immediately at the time scheduled for the meeting. However, if no shareholders representing more than half of the total number of issued shares are present, the chairperson may announce a postponement of the meeting, provided that only two postponements may be made and the total delay time must not exceed one hour. If the quorum is still not met after twopostponements and there are not	In order to enhance corporate governance and safeguard the rights and interests of shareholders, amendments are made to paragraph 2.

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	Amended Articles	Current Articles	Description
	delay time must not exceed one hour. If the quorum is still not met after two postponements and there are not enough shareholders present representing more than one-third of the total number of issued shares, the chairperson shall declare the meeting to be aborted. (Omitted)	enough shareholders present representing more than one-third of the total number of issued shares, the chairperson shall declare the meeting to be aborted. (Omitted)
	Article 14 When there are directors to be elected in the Shareholders' Meeting, it shall be handled in accordance with the relevant election rules set by the Company. The election results shall be declared on the spot, including the list of elected directors and the numbers of elected votes they obtained, as well as the list of unelected directors and the number of votes they received. (Paragraph 2 is omitted)	Article 14 When there are directors to be elected in the Shareholders' Meeting, it shall be handled in accordance with the relevant election rules set by the Company, and the election results shall be declared on the spot, including the list of elected directors and the numbers of elected votes they obtained. (Paragraph 2 is omitted)	In order to enhance corporate governance and safeguard the rights and interests of shareholders, amendments are made to paragraph 1.
	Article 20 The Rules of Procedure were stipulated on Nov. 13, 2017. The first amendment was made on Jun. 17, 2019. The second amendment was made on Jun. 9, 2020. The third amendment was made on Jun. 3, 2021.	Article 20 The Rules of Procedure were stipulated on Nov. 13, 2017. The first amendment was made on Jun. 17, 2019. The second amendment was made on Jun. 9, 2020.	Update the date of this amendment.

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Appendix I

Fulin Plastic Industry (Cayman) Holding Co., Ltd.

Rules of Procedure for Shareholders' Meeting (before Amendment)

• Article 1: To establish a strong Shareholders' Meeting governance system, sound supervisory functions, and strengthen management capabilities for this Company. These rules are adopted under Article 5 of the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies of the Republic of China for compliance.

• Article 2: Unless otherwise stipulated by laws or the Company's Articles of Incorporation, the rules of procedure of the Company's Shareholders' Meeting shall be governed by these rules.

• Article 3: Unless otherwise stipulated by laws or the Company's Articles of Incorporation, the Company's Shareholders' Meeting shall be convened by the Board of Directors.

• During the Company's IPO or primary TWSE (TPEx) listing of the Republic of China, the Company shall prepare an electronic file of the Shareholders’ Meeting Notice, proxy forms, and the reasons and explanatory materials of the motions related to recognition, discussion, election or dismissal of directors, etc. and transmit them to the Market Observation Post System (MOPS) no later than thirty days prior to the General Shareholders' Meeting date or no later than fifteen days prior to the Extraordinary Shareholders' Meeting date. This Company shall also prepare an electronic file of the Shareholders' Meeting Handbook and supplemental meeting materials and transmit them to the MOPS no later than twenty-one days prior to the General Shareholders' Meeting date or no later than fifteen days prior to the Extraordinary Shareholders' Meeting date. A meeting handbook of the current Shareholders’ Meeting and supplemental meeting materials shall be prepared for the shareholders to review at any time and displayed in the Company and the professional shareholder services agent designated by the Company no later than fifteen days prior to the scheduled Shareholders’ Meeting date. It shall be distributed on-site at the Shareholders' Meeting.

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 the electronic form.

The following matters shall be itemized in the causes or subjects, and the essential contents shall be explained in the meeting notice for convening and shall not be brought up as extempore motions; the essential contents may be posted on the website designated by the competent securities authority or the Company, and such website shall be indicated in the above notice.

• I. Election or discharge of directors.

• II. Alteration the Articles of Incorporation.

• III. Capital reduction.

• IV. Application for ceasing the public offering.

• V. Dissolution, merger, share exchange, spin-off.

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• VI. Entering into, amending, or terminating any contract for the lease of the Company’s business in whole, or entrusted business, or regular joint operation with others.

• VII. Transfer of all or any essential part of its business or assets.

• VIII. Acceptance of the transfer of another's entire business or assets, which has a material effect on the Company's operations.

• IX. Private placement of with equity characteristics.

• X. Permission for directors to engage in non-competitive conduct;

• XI. Distribution of all or part of the dividend and bonus by issuing new shares. Or distribution of all or part of the earnings by capitalizing the capital surplus or other amount.

• XII. Distribution of legal reserve and capital surplus derived from the issuance of stock premiums or income from endowments received to the original shareholders by issuing new shares or by cash.

• XIII. The Company's subscription price is not subject to the restriction that the subscription price of employee stock warrants may not be lower than the closing price of the underlying shares on the issuance date.

XIV. The Company issues new employee rights restricted shares.

Re-election of directors or supervisors and their appointment date shall be set out in the causes or subjects of a Shareholders’ Meeting to be convened. Upon completion of the Shareholders' Meeting's re-election, the appointment date shall not be changed by an extempore motion or other means at the very same meeting.

During the Company's IPO or primary TWSE (TPEx) listing of the Republic of China, a shareholder holding one percent or more of the total number of issued shares may submit a written proposal to the Company for discussion at a General Shareholders' Meeting, provided that only one matter shall be allowed in each proposal. In case a proposal contains more than one matter, such a proposal shall not be included in the meeting agenda. However, when the shareholder’s proposal is for urging the Company to promote public interests or fulfill its social responsibility, the Board of Directors may still include the proposal in the agenda. In addition, when any of the following circumstances apply to a proposal put forward by a shareholder, the Board of Directors may exclude it from the agenda:

• I. where the number of shares being held by the proposing shareholder is less than one percent of the total number of issued shares at the time when the share transfer registration is suspended by the Company prior to the Shareholders' Meeting;

• II. where the subject of the said proposal cannot be settled or resolved by a resolution to be adopted at Shareholders’ Meeting;

• III. where the proposing shareholder has made more than one proposal; and

• IV. where the said proposal is submitted on a day beyond the deadline fixed and announced by the Company for accepting shareholders’ proposals.

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Prior to the date on which share transfer registration is suspended before the convention of a General Shareholders' Meeting, the Company shall give a public notice announcing acceptance of proposal in writing or by way of electronic transmission, the location, and the period for shareholders to submit proposals; and the period for accepting such proposals shall not be less than ten days.

The number of words of a proposal to be submitted by a shareholder shall be limited to not more than 300 words, and any proposal containing more than 300 words shall not be included in the agenda. The proposing shareholder shall attend, in person or by a proxy, the General Shareholders' Meeting and shall take part in the discussion of such proposal. Prior to the notice date of a Shareholders' Meeting, the Company shall inform all the proposal submitting shareholders of the proposal screening results and shall list in the Meeting notice the proposals conforming to the provisions of this Article. With regard to the shareholders' proposals not included in the agenda, the Board of Directors shall explain the reasons for exclusion at the Shareholders’ Meeting.

• Article 4: For each Shareholders' Meeting, a shareholder may appoint a proxy to attend the meeting by providing the company's proxy form and stating the scope of power authorized to the proxy.

• A shareholder may only execute one power of attorney and appoint one proxy only and shall deliver the written proxy to the Company no later than five days prior to the Shareholders' Meeting date. When duplicate proxy forms are delivered, the one received earliest shall prevail. Unless a declaration is made to revoke the previous proxy appointment.

After a proxy form has been delivered to the Company, if the shareholder intends to attend the Shareholders’ Meeting in person or to exercise voting rights in writing or by way of electronic transmission, a proxy rescission notice shall be submitted to the Company two days prior to the Shareholders' Meeting date. If the revocation is overdue, votes cast at the meeting by the proxy shall prevail.

• Article 5: During the Company's IPO or primary TWSE (TPEx) listing of the Republic of China, the venue for a Shareholders' Meeting shall be within the Republic of China's territory. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the independent directors' opinions with respect to the meeting time and venue.

• Article 6: In the Shareholders' Meeting Notice, the Company shall specify the time and place for accepting shareholders’ registration and other issues for attention.

• The time for accepting shareholders’ registration in the preceding paragraph shall be processed at least thirty minutes prior to the time the meeting commences. The registration area shall be clearly marked, and adequate and competent personnel shall be assigned to handle it.

• Shareholders and their proxies (hereinafter referred to as the shareholder) shall attend the

Shareholders’ Meetings with attendance cards, sign-in cards, or other attendance

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certificates. The Company may not arbitrarily add other requirements to the supporting documents for attendance of a Shareholders’ Meeting. The solicitor of the solicitation of proxy should also bring identification documents for verification.

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

The Company shall furnish attending shareholders with the meeting handbook, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors, an additional ballot shall also be furnished.

When the government or a juristic person is a shareholder, its representatives to attend the Shareholders' Meeting shall not be limited to one person. When a juristic person is appointed to attend the Shareholders' Meeting as a proxy, only one representative may be designated to attend.

Article 7: If a Shareholders Meeting is convened by the Board of Directors, the meeting shall be chaired by the Chairman. When the Chairman is on leave or for any reason unable to exercise the authority, the Chairman shall appoint one of the directors to act as chairperson. Where the Chairman does not make such a designation, the directors shall elect from among themselves an acting chairperson.

The acting chairperson referred to in the preceding paragraph shall be a director who has held that position for more than six months and understands the Company’s financial business conditions. The same applies if the chairperson is a representative of a juristic person director.

It is advisable that Shareholders' Meetings convened by the Board of Directors be presided by the Chairman in person and attended by a majority of the directors, and at least one representative of each functional committee member. The attendance shall be recorded in the Shareholders' Meeting minutes.

If a Shareholders' Meeting is convened by a party having the convening right other than the Board of Directors, the convener shall act as the chairperson of that meeting. When there are two or more authorized conveners, the meeting's chairperson shall be elected from among themselves.

The Company may appoint its designated attorneys, CPAs, or related persons to attend a Shareholders’ Meeting.

• Article 8: The Company shall make an uninterrupted audio and video recording of the whole process of shareholders' registration, meeting, and vote counting from the time of acceptance of shareholders' registration.

The audio and video materials mentioned in the preceding paragraph shall be retained for at least one year. However, if a shareholder files a lawsuit to revoke the resolutions of the Shareholders' Meeting pursuant to the provisions of the laws or the Company's Articles of Incorporation, the recording shall be retained until the litigation has been concluded.

• Article 9: The attendance of a Shareholders' Meeting shall be calculated on the basis of shares. The

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number of shares present shall be calculated according to the shares indicated by the attendance book or sign-in cards handed in, plus the number of shares with voting rights exercised in written or electronic form.

The chairperson shall call the meeting to order immediately at the time scheduled. However, if no shareholders representing more than half of the total number of issued shares are present, the chairperson may announce a postponement of the meeting, provided that only two postponements may be made and the total delay time must not exceed one hour. If the quorum is still not met after two postponements and there are not enough shareholders present representing more than one-third of the total number of issued shares, the chairperson shall declare the meeting to be aborted.

If the quorum is still not met after two postponements as referred to in the preceding paragraph, and the shareholders representing more than one third the total number of issued shares are present, a tentative resolution may be adopted under Article 175, Paragraph 1 of the Company Act of the Republic of China; all shareholders shall be notified of the tentative resolution, and another Shareholders’ Meeting shall be convened within one month.

Prior to the end of the current meeting, the attending shareholders represent a majority of the total number of issued shares, and the chairperson may resubmit the tentative resolution to the Shareholders’ Meeting for voting according to Article 175, Paragraph 1 of the Company Act of the Republic of China.

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Article 10: If a Shareholders’ Meeting is convened by the Board of Directors, the Meeting Agenda shall be set by the Board of Directors. Relevant motions (including extempore motions and amendments to the original motion) shall be decided by vote. The meeting shall proceed in accordance with the scheduled agenda and shall not be changed without a resolution of the Shareholders’ Meeting.

If a Shareholders' Meeting is convened by a party having the convening right other than the Board of Directors, the provisions of the preceding paragraph shall apply mutatis mutandis.

The chairperson may not declare the meeting adjourned prior to completion of deliberation on the Meeting Agenda as set out in the preceding two paragraphs (including extempore motions) without a resolution. If the chairperson violates the rules of procedure and declares the meeting adjourned, the other members of the Board of Directors shall promptly assist the attending shareholders in electing a new chairperson in accordance with statutory procedures, by a majority agreement of the votes represented by the attending shareholders, and then continue the meeting.

The chairperson shall allow ample opportunity during the meeting for explanation and discussion of proposals and the amendments or extempore motions put forward by the shareholders; when he considers that a proposal has been discussed sufficiently to put it to a vote, the chairperson may announce the cessation of discussion, call for a vote and arrange an appropriate time for voting.

Article 11: Before speaking, an attending shareholder must specify a speaker's slip the speech subject, his/her shareholder account number (or attendance card number), and account name. The chairperson shall determine the order of his/her speech.

Where an attending shareholder has submitted a speaker's slip but does not actually speak, it shall be deemed to have not made a statement. When the speech content does not correspond to the subject given on the speaker's slip, the speech's content shall prevail. Except with the chairperson's consent, a shareholder may not speak more than twice for the same proposal, and a single speech may not exceed five minutes. However, if the shareholder's speech violates the rules or exceeds the agenda scope, the chairperson may stop him from speaking.

When an attending shareholder is speaking, other shareholders shall not interfere with their speeches except with the chairperson's consent and the speaking shareholders. The chairperson shall stop the violators.

When a juristic person shareholder appoints two or more representatives to attend a Shareholders’ Meeting, only one of the representatives may be allowed to speak on the same proposal. After an attending shareholder has spoken, the chairperson may respond in person or direct relevant personnel to respond.

Article 12: The voting at a Shareholders’ Meeting shall be calculated based on shares.

With respect to the Shareholders' Meeting resolutions, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of

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issued shares.

When a shareholder has his own interest in the meeting's matters, which may be harmful to the Company's interests, he shall not participate in the voting and shall not exercise voting rights as a 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, where one person is concurrently appointed as a proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 3% 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 have one vote per share, but his shares shall not be entitled to vote if they are restricted or have no voting rights under Article 179, Paragraph 2 of the Company Act of the Republic of China as follows:

• I. Share(s) of the Company that are held by the issuing company itself;

• II. Shares of the Company that are directly or indirectly held by its subordinate company, where the total number of voting shares or total shares equity held by the Company in such a subordinate company represents more than one half of the total number of voting shares or the total shares equity of such a subordinate company; or

• III. Shares of the Company, its subordinate companies, the Company's holding company, and the holding company's subordinate companies that are held by another company, where the total number of the shares or total shares equity of that company held by the Company directly or indirectly represents more than one half of the total number of voting shares or the total share equity of such a company.

When the Company holds a Shareholders’ Meeting during the Company's IPO or primary TWSE (TPEx) listing of the Republic of China, voting rights shall be exercised in writing or electronic means. When voting rights are exercised by correspondence or electronic means, the exercise method shall be specified in the Shareholders’ Meeting Notice. A shareholder exercising voting rights by correspondence or electronic means shall be regarded as having personally attended the Shareholders’ Meeting. extempore motion However, the shareholder shall be regarded as having abstained for extempore motions or revising the original proposals. Thus, it is advised that the Company shall avoid proposing extempore motions or revising the original proposals.

A shareholder intending to exercise voting rights by correspondence or electronic transmission under the preceding paragraph shall deliver a written declaration of intent to the Company two days before the date of the Shareholders' Meeting. When duplicate

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declarations of intent are delivered, the one received earliest shall prevail. However, when a declaration is made to revoke an earlier declaration of intent is not subject to the limits.

After a shareholder has exercised voting rights by correspondence or electronic means, in the event, the shareholder intends to attend the Shareholders’ Meeting in person, a written declaration of intent to revoke 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, two days prior to the Shareholders’ Meeting date. If the notice of revocation is overdue, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights by correspondence or electronic means and appointing a proxy to attend a Shareholders’ Meeting, the voting rights exercised by the proxy in the meeting shall prevail.

Unless otherwise specified in the Company Act of the Caymans Islands and the Company's Articles of Incorporation, the resolution shall be passed by a majority of the shareholders present. At the time of a vote, for each proposal, the chairperson or his designated person shall announce the total number of voting rights represented by the attending shareholders case by case basis. Then the shareholders shall vote on a case-bycase basis. During the Company's IPO or primary TWSE (TPEx) listing of the Republic of China, the results of shareholders' consent, objection, and abstention shall be entered into the MOPS on the day after the Shareholders' Meeting is held.

When there is an amendment or an alternative to the same motion, the chairperson shall decide the order of voting in conjunction with the original motion. If one of the motions has been passed, the other motions will be deemed rejected, and there is no need to vote again.

Vote monitoring and counting personnel for the voting on a motion shall be appointed by the chairperson, provided that all monitoring personnel shall be shareholders of the Company.

Vote counting for Shareholders’ Meeting motions or elections shall be conducted in public at the Shareholders’ Meeting venue. After vote counting has been completed immediately, the voting results, including the statistical tallies of the numbers of votes, shall be announced on the spot, and a record shall be made.

• Article 14: The election of directors at a Shareholders’ Meeting shall be held following the relevant election rules set by the Company, and the voting results shall be announced on the spot, including a list of elected directors and the numbers of votes with which they were elected. The ballots for the election referred to in the preceding paragraph shall be sealed and signed by the scrutineer and kept in proper custody for at least one year. However, if a shareholder files a lawsuit to revoke the resolutions of the Shareholders' Meeting pursuant to the provisions of the laws or the Company's Articles of Incorporation, the recording shall be retained until the litigation has been concluded.

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• Article 15: The resolutions of the Shareholders' Meeting shall be recorded in the minutes, signed or stamped by the chairperson. The minutes shall be distributed to all shareholders within twenty days after the meeting. The meeting minutes may be produced and distributed in electronic form.

During the Company's IPO or primary TWSE (TPEx) listing of the Republic of China, if matters put to a resolution at a Shareholders’ Meeting constitute material information under applicable laws or regulations or Taiwan Stock Exchange Corporation (or Taipei Exchange) regulations, the Company shall upload the resolution content to the MOPS within the prescribed time period.

• The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chairperson's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their results (including the statistical tallies of the numbers of votes). When there are directors to be elected, the number of votes each candidate has should be disclosed. The records shall be kept for the duration of the existence of the Company.

• Article 16: On the day of a Shareholders' Meeting, the Company shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies, and shall make an express disclosure of the same at the Shareholders' Meeting venue.

• During the Company's issuing of share certificates to the public or the primary (OTC) listing, if matters put to a resolution at a Shareholders' Meeting constitute material information under applicable laws or regulations or Taiwan Stock Exchange Corporation (or Taipei Exchange) regulations, the Company shall upload the resolution content to the MOPS within the prescribed time period.

• Article 17: Staff handling administrative affairs at a Shareholders' Meeting shall wear identification cards or armbands.

The chairperson may direct proctors or security personnel to help maintain order at the meeting venue. When proctors or security personnel help maintain order at the meeting venue, they shall wear an identification card or armband bearing the word "Proctor." If the venue is equipped with public address equipment, the chairperson may stop the shareholders from speaking with equipment not provided by the company.

• When a shareholder violates the rules of procedure and defies the chairperson's correction, obstructs the meeting, and fails to comply after being stopped, the chairperson may direct the proctors or security personnel to escort the shareholder from the meeting.

• Article 18: When a meeting is in progress, the chairperson may announce a break at his discretion. In the event of force majeure, the chairperson may rule to temporarily suspend the meeting and announce the time for resuming the meeting given the circumstances. Before the conclusion of the proceedings (including extempore motions) scheduled by the Shareholders' Meeting, if the meeting venue is no longer available for continued use

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at that time, the Shareholders’ Meeting may decide to find another venue to continue the meeting.

The Shareholders' Meeting may decide to postpone or resume the meeting within five days following the provisions of the laws and regulations or the Company's Articles of Incorporation.

Article 19: The Rules, and any amendments hereto, shall be implemented after being passed by Shareholders’ Meetings.

Article 20: The Rules were stipulated on Nov. 13, 2017.

The first amendment was made on Jun. 17, 2019.

The second amendment was made on Jun. 9, 2020.

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Appendix II

Fulin Plastic Industry (Cayman) Holding Co., Ltd.

Shareholdings of the Directors

• I. The type and number of the issued shares by the Company are 49,400,000 ordinary shares.

• II. The shareholding situation is as follows: (the book closure date is Apr. 5, 2021)

Title	Name	Shareholdings on Election	Shareholdings on Election	Shareholdings as of the BookClosureDate	Shareholdings as of the BookClosureDate
		Shares	Ratio	Shares	Ratio
Chairman	Yuan-Lin Wang	425,000	0.86%	425,000	0.86%
Directors	Chao-Long Chen	0	—	0	-
Directors	Cheng-Hung Huang	291,000	0.59%	291,000	0.59%
Directors	Wen-Hui Chiu	15,000	0.03%	25,000	0.05%
Independent Director	Chin-San Wang	0	—	0	—
Independent Director	Hsien-Tang Tsai	0	—	0	—
Independent Director	Hung-Wen Li	0	—	0	—
Total for All Directors		731,000	1.48%	741,000	1.50%

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