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GPPC — AGM Information 2021
Aug 6, 2021
51770_rns_2021-08-06_05939c7a-348c-456b-aaf6-43477ed744c2.pdf
AGM Information
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Stock Code: 1312
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2021 Annual Meeting of Shareholders
Meeting Handbook
Date: June 18, 2021
Place: Briefing Room of Kaohsiung Plant of the Company, No. 4, Hsing Kung Rd., Dashe District, Kaohsiung City
- Policy of Quality of - Grand Pacific
All work together to do as what we say If you are dissatisfied we would not succeed
Table of Contents
Page No. One. Procedures of the Meeting ................................................................ 1 Two. Meeting Agenda ............................................................................... 2 I. Report Items ..................................................................................................... 4 II. Ratification Items ........................................................................................... 10 III. Discussion Items ............................................................................................. 35 IV. Incidental Motion ........................................................................................... 38 V. Adjournment ................................................................................................... 38 Three. Annex: .......................................................................................... 39 I. “Rules and Procedures for Shareholders’ Meeting” ....................................... 39 II. Articles of Incorporation ................................................................................ 42 III. Operational Procedures for Making Endorsements / Guarantees .................. 49 IV. The Shareholding Status of the Company's directors .................................... 55
One. Procedures of the Meeting
| I. | Call to Order to the Meeting |
|---|---|
| II. | Chairperson Remarks |
| III. | Report Items |
| IV. | Ratification Items |
| V. | Discussion Items |
| VI. | Incidental Motions |
| VII. | Adjournment |
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Two. Meeting Agenda
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Grand Pacific Petrochemical Corporation Agenda of 2021 Annual Meeting of Shareholders
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I. Time: June 18, 2021 (Friday), 9:00 AM
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II. Place: Briefing Room of Kaohsiung Plant of the Company, No. 4, Hsing Kung Rd., Dashe District, Kaohsiung City
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III. Call the Meeting to Order
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IV. Chairperson Remarks
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V. Report Items
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2020 Business Report
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Audit Committee’s Audit Report on the 2020 Financial Statements
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Report on status of 2020 distribution of remunerations to employees and directors
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Report on 2020 distribution of cash dividends from earnings
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Report on the status of endorsements/guarantees provided by the Company for reinvested companies
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Other Report Items
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VI. Ratification Items
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2020 Annual Financial Statements
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2020 Earnings Distribution Proposal
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VII. Discussion Items
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The Proposal to Amend the Company’s “Operational Procedures for Making Endorsements / Guarantees”
VIII. Incidental Motions
- IX. Adjournment
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Report Items
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I. 2020 Business Report
Grand Pacific Petrochemical Corporation 2020 Business Report
(I) Implementation Results of Operating Plan
The profits of styrene products in 2020 were significantly compressed due to affection of addition of new productivity. First, significant increase in market supply was caused by the smooth release of new productivities of Zhejiang Petrochemicals / Heng Li Petrochemicals of Mainland China in January and February; second, sharp shrink and week in market demand was affected by lockdown against pandemic in various countries for COVID 19 pandemic spread after the Spring Festival; and then the crash of oil price further exacerbated the deterioration of demand on global level, resulting in serious recession of styrene price and volume. Starting from the middle of the second quarter, Mainland China and other countries in East Asia successively resumed industrial productions; the demand of various countries in Europe and America while continuing their lockdown for home appliances such as refrigerators and IT products rose; in addition, the global shopping and packing demand outburst, resulting in gradual rise of demand for major downstream of styrene, ABS/PS/EPS, the successive resumption of demand of UPR/SBR/SBS industries in the third quarter, and the gradual rise of prices of downstream products of styrene. As affected by the traditional hot season after the long vacation of October 1 in Mainland China, the unexpected shutdown of Korean producers, and the continual hurricane in Bay Area of USA, the supply from Northeast Asia turned from large to slight rare, the demand of downstream continued its strong trend, and therefore, resulted in rise of both price and volume of styrene. The monthly average of spot spread of styrene in November further created new high over recent five years, sweeping out the dark market condition in the previous three quarters. The shortage in Asian market also caused Mainland China to face the outburst of productivity, by which styrene gradually explored its export channel.
Due to turnaround of the production line of styrene (3) at the end of the first quarter, the total output in the year was about 340 thousand M.T., a decrease about 25 thousand M.T. as compared with the previous year. The total shipment volume including the part for our own use was about 350 thousand MT, a decrease about 20 thousand M.T., as compared with the previous year.
As affected by COVID 19 pandemic and the weak of price of raw materials, both price and volume of ABS in the first quarter of 2020 were slowdown, resulting in pullback of revenue and profit. In the second quarter, due to safe cap policy in Mainland China, active demand of white home appliances, successive relief of lockdown in various countries, and the recovery of economic activities, the sale volume of ABS and PS increased and their prices rose, leading to steady profitability. In the last half of the year, thanks to and affected by the limited addition of new productivity, the ahead of schedule for supplemental shipment, and strong demand of terminal, both offer price and sale volume rose, pushing up the profit of ABS to the best record over recent years.
The consolidated revenues of Grand Group for the year of 2020 were NT$16,580 million, a decrease of NT$3,890 million from 2019. The consolidated net income before tax was NT$5,110 million, an increase of NT$2,370 million from 2019. The consolidated net income after tax was NT$4,320 million and the consolidated net income after tax attributable to owners
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of the Company was NT$4,110 million.
The Parent Company Only revenue of the Company was NT$12,500 million, representing 75.6% of the consolidated revenue. The 2020 Parent Company Only operating status is summarized as follows:
Main products between two years are compared as follows: The Company’s 2020 annual production volumes of SM was 337,920 tons, a decrease of 7.5% from 365,490 tons in 2019; sale volume was 300,212 tons, a decrease of 7.0% from 322,931 tons in 2019; Sale amount of SM was $6,443,771 thousand, a decrease of 34.0% from $9,767,995 thousand in 2019. Annual production volume of ABS was 96,460 tons, an increase of 7.8% from 89,492 tons in 2019; sale volume was 97,282 tons, an increase of 7.0% from 90,933 tons in 2019; the sale amount of ABS was $4,429,790 thousand, an increase of 2.8% from $4,309,782 thousand in 2019. Annual production volume of Nylon was 16,645 tons, an increase of 12.4% from 14,805 tons in 2019; sale volume was 16,872 tons, an increase of 11.9% from 15,077 tons in 2019; the sale amount of Nylon was $1,129,024 thousand, a decrease of 26.6% from $1,539,118 thousand in 2019.
In total, the Company’s net revenue for the year of 2020 was $12,524,992 thousand, a decrease of 22.8% from $16,229,085 thousand for the year of 2019; the net operating profit for the year of 2020 was $1,065,895 thousand, an increase of 2.49% from $1,040,045 thousand of net operating profit for the year of 2019; the net gain on reinvestment for the year of 2020 was $3,338,905 thousand, an increase of 145% from $1,358,076 thousand of net gain on investment for the year of 2019. The net income after tax for the year of 2020 was $4,108,803 thousand.
(II) R&D Status
Styrene represents the Company's core niche, with tentacles extending upward. Nylon 66 known as crystal engineering plastic laid downward to optimize the ABS quality. These represent as the very orientations of our efforts in the year.
This year, the Company will continue with the following tasks:
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We spared no effort to optimize agglomerated PBL large particle latex to, in turn, upgrade ABS dyeing with wholehearted effort to develop high temperature nylon engineering plastic toward the three major targets including notably energy saving and waste reduction.
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With PBL (polybutadiene latex) rubber agglomerated large particle latex, we further improved the quality of ABS products with better dyeing, electroplating grades, tube levels, flame retardant grades, high heels, punch and rigidity for use in vehicle battery materials.
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We tried hard to expand nylon industrial yarn market and develop high-temperature nylon, develop engineering plastics such as super tough nylon, heat-resistant super tough nylon, soft, water transparent grade and PPO blended to create high performance, high quality, high price nylon 66 plastic products.
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We are committed to the long-term diversification strategy, with investments in the fully integrated polypropylene (PP) facilities in Quanzhou, China with new capacities in propane dehydrogenation (PDH) and polypropylene (PP). The purpose is to extend our footprint from SM to acrylic products.
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(III) The status of the Company’s 2020 production, sale and operating earnings is summarized as follows:
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| 1. Production volume Products SM ABS/SAN H2 Electric power Vapor Nylon 2. Sale volume: Products SM ABS/SAN H2 Electric power Vapor Nylon 3. Sale amount: Products SM ABS/SAN H2 Cogeneration Nylon Total 4. Operating earnings Items Profit (loss) before tax Expected income tax benefit (expense) Net income (loss) after tax |
2020 337,920 96,460 10,698 303,964 970,306 16,645 2020 300,212 97,282 10,694 141,293 138,508 16,886 2020 6,443,771 4,429,790 130,258 392,148 1,129,025 12,524,992 2020 4,417,776 (308,973) 4,108,803 |
2019 365,490 89,492 10,663 321,154 1,040,287 14,805 2019 322,931 90,933 10,665 152,741 173,627 15,077 2019 9,767,995 4,309,782 146,711 465,479 1,539,118 16,229,085 2019 2,411,620 (341,495) 2,070,125 |
Unit: tons, kilo M3, kilo degrees YoY Increase (decrease) % (27,570) (7.54) 6,968 7.79 35 0.33 (17,190) (5.35) (69,981) (6.73) 1,840 12.43 Unit: tons, kilo M3, kilo degrees YoY Increase (decrease) % (22,719) (7.04) 6,349 6.98 29 0.27 (11,448) (7.50) (35,119) (20.23) 1,809 12.00 Unit: thousand dollars YoY Increase (decrease) % (3,324,224) (34.03) 120,008 2.78 (16,453) (11.21) (73,331) (15.75) (410,093) (26.64) (3,704,093) (22.82) Unit: thousand dollars YoY Increase (decrease) % 2,006,156 83.19 32,522 (9.52) 2,038,678 98.48 |
M3, kilo degrees Increase (decrease) % |
|---|---|---|---|---|
83.19 (9.52) |
||||
98.48 |
Chairman of Board:
Manager:
Chief Accountant:
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II. Audit Committees’ Audit Report on the 2020 Financial Statements
Grand Pacific Petrochemical Corporation Audit Committee’s Audit Report
The 2020 parent company only financial statement and consolidated financial statements prepared by the Board of Directors of the Company have been audited by CPAs Hsiao Ying-Chia and Wang Wu-Chang of Crowe Horwath (TW) CPAs. The financial statements, business report and earnings distribution proposal have been audited by us as the audit committee of the Company. We deem these documents in comply with such relevant regulatory requirements as those of the Company Act etc. Therefore, this review report is presented in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act. Please review.
To:
The 2021 Annual Meeting of Shareholders of Grand Pacific Petrochemical Corporation
Convener of Audit Committee of Grand Pacific Petrochemical Corporation
Mu Hsien Chen
May 6, 2021
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- III. Report on Status of 2020 Distribution of compensations/remunerations to Employees and Directors
Explanations:
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It is provided for in Article 29 of Articles of Incorporation of the Company: “The Company shall distribute 1% of the earnings of the year and not less than 2% of the earnings of the year as compensations to employees and remunerations to directors, respectively; provided, however, if the Company has accumulated deficits, the amount to cover the deficits shall be appropriated…”.
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Pursuant to the Company’s Articles of Incorporation and as resolved by the Board meeting, from $4,554,407,619 of net income before tax after deducting compensations distributed to employees and directors for the year of 2020, 1% amounting to $45,544,076 shall be distributed as compensations to employees and 2% amounting to $91,088,153 shall be distributed as remunerations to directors, by cash in either case.
IV. 2020 distribution of cash dividends from earnings
Explanations:
Per Article 29 of the Articles of Incorporation and after the distribution of preferred share dividends in 2020 for NT$12,000,000, the allocable earnings stand at NT$14,733,228,992. As resoled, the cash dividends shall be distributed at $0.1 per share, amounting to $92,662,033. The balance of retained earnings after the distribution will be $14,640,566,959.
- V. Report on status of endorsement/guarantee provided by the Company for the reinvested enterprise
Explanations:
The Company provided endorsement/guarantee for its subsidiary “QuanZhou Grand Pacific Chemical Co., Ltd.” on the syndicated loan extension of five-year term RMB ¥3,500 million (equivalent to NTD $15,278 million) organized by Mizuho Bank (China) Ltd. and Industrial Bank, Quanzhou Harbor Branch on March 31, 2021. The amount of such endorsement has attained 54% of the Company’s net worth as shown through the Parent Company Only financial statements audited by CPAs as of December 31, 2020.
- VI. Other Report Items: None
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Ratification Items
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Proposed by the Board of Directors
Proposal 1
Subject: 2020 financial statements are submitted for ratification.
Explanations:
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The 2020 Parent Company Only financial statements and consolidated financial statements of the Company have been audited by CPAs Hsiao Ying-Chia and Wang Wu-Chang of Crowe Horwath (TW) CPAs. Such financial statements and business report have been submitted to and then have been audited by the audit committee and approved by resolution of the Board of Directors.
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Business report (refer to pages 5-7) and financial statements (refer to pages 12-32) are attached.
Resolution:
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Grand Pacific Petrochemical Corporation and Its Subsidiaries CPA Audit Report
Audit Opinions
We, as the CPAs, have completed the audit of the consolidated balance sheets dated December 31 of 2020 and 2019 and the consolidated comprehensive income statement, consolidated statement of changes in equity, consolidated statement of cash flows, and consolidated financial statement from January 1 to December 31 of 2020 and 2019, including summaries of major accounting policies of Grand Pacific Petrochemical Corporation and its subsidiaries.
As CPAs, according to the audit results from us and those from other CPAs (please refer to the paragraph about other matters), the above-mentioned consolidated financial statement, in all major respects, was prepared in compliance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and international financial reporting standards, international accounting standards, interpretations, and interpretation announcements approved and released to take effect by the Financial Supervisory Commission and hence are sufficient to show the consolidated financial standing of Grand Pacific Petrochemical Corporation and its subsidiaries as of December 31, 2020 and 2019 and the consolidated financial performance and consolidated cash flows for the years ended December 31, 2020 and 2019.
Bases for the Audit Opinions
We followed the Rules Governing the Audit of Financial Statements by Certified Public Accountants and generally accepted auditing rules while performing the audit. The responsibilities of the CPAs under the said standards will be explained further in the section about responsibilities in auditing the consolidated financial statement. Independently governed staff in the accounting firm that the CPAs belong to have followed moral regulations in honor of the profession of CPA and have remained independent of the Grand Pacific Petrochemical Corporation and its subsidiaries and fulfilled other responsibilities under the said regulations. Based on the audit results from us and those from other CPAs, we believe that sufficient and adequate evidence has been obtained for the audit to serve as the basis for expressing the audit opinions.
Key Matters Being Audited
Key matters being audited refer to the most important matters based on the professional judgment of the CPAs to be included in the audit of the 2020 consolidated financial statement of Grand Pacific Petrochemical Corporation and its subsidiaries. Such matters were addressed throughout the audit of the consolidated financial statement and during the formation of audit opinions. The CPAs do not express separate opinions regarding these matters.
Key matters being audited of the 2020 consolidated financial statement of Grand Pacific Petrochemical Corporation and its subsidiaries are specified as follows:
Recognition of Income
Income is the basic operational activities for the sustainable management of an enterprise and concerns its operational performance and the management generally is faced with the pressure of fulfilling the expected financial or business performance goals. Therefore, it is pre-established that income recognition is associated with significant risk and we consider that the recognition of income from various types of transactions as one of the key matters being audited.
For the accounting policy on the recognition of income, please refer to Note 4 (32) of the consolidated financial statement. For information on accounting items for income, please refer to the disclosure in Note 6 (35) of the consolidated financial statement. Major audit procedures that are already carried out by the CPAs for the abovementioned matters are as follows:
- Test the validity of income from various types of transactions and the internal control for the payment collection cycle in terms of its design and implementation and evaluate by random sampling if the recognition of income is adequate.
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Understand the type of sale and items involved in the sale with Top 10 customers in respective transaction patterns and evaluate the legitimacy of the income and the number of days involved in the turnover of accounts receivable and analyze if there is any abnormal variation among the customers.
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Select samples from transactions in the respective patterns that take place before and after the balance sheet date and verify them against related certificates in order to evaluate the accuracy of the timing when income is recognized.
Cash and cash equivalents
As of December 31, 2020, the book value of cash and cash equivalents and time deposits with the original expiration date more than three months away (under other financial assets - current in the statement) held by Grand Pacific Petrochemical Corporation and its subsidiaries totaled $8,563,924 thousand, accounting for around 24% of the consolidated total asset value. The value is significant for the overall consolidated financial statement. Due to the fact that congenital risk exists for cash and cash equivalents and time deposits and callable bonds with the original expiration date more than three months away, we list them as part of the key matters being audited.
For the accounting policy on cash and cash equivalents, please refer to Note 4 (6) of the consolidated financial statement. For information on the accounting items for cash and cash equivalents and time deposits with the original expiration date more than three months away, please refer to the disclosure in Note 6 (1) and (8) of the consolidated financial statement. Major audit procedures that are already carried out by the CPAs for the above-mentioned matters are as follows:
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Evaluate and test the validity of the internal control system for cash and cash equivalents and time deposits with the original expiration date more than three months away in terms of its design and implementation.
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Randomly inspect and verify related transaction certificates for major income and payments in cash and review the adequacy of the approval power.
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Obtain the statement of the balance of cash and cash equivalents and time deposits with the original expiration date more than three months away and verify against the bank reconciliation statement and related transaction certificates in order to confirm the presence. In addition, for external confirmations from current financial institutions, verify the value included in the confirmations and check if there are restrictions and they are adequately disclosed.
Impairment evaluation of property, plant, and equipment, right-of-use asset, investment-oriented property and intangible assets (including good will)
As of December 31, 2020, the book value of property, plant, and equipment, right-of-use asset, investmentoriented property and intangible assets owned by Grand Pacific Petrochemical Corporation and Its subsidiaries totaled $8,722,398 thousand, accounting for around 24% of the total consolidated asset value and the value is significant for the overall consolidated financial statement. In addition, the overall economic trends, market competition, and technical development can all affect the future operations of the company and accordingly affect the expected economic benefits and the recoverable amount that may be generated in the future by the cash generating units for the assets estimated and determined by the management in order to evaluate if impairment exists. Therefore, the evaluation of impairment of property, plant, and equipment, right-of-use asset, investment-oriented property and intangible assets (including goodwill) is listed by the CPAs as part of the key matters being audited.
For the accounting policy of property, plant, and equipment, right-of-use asset, investment-oriented property and intangible assets (including goodwill) and impairment loss on non-financial assets, refer to Notes 4 (17), (18), (19), (20) and (22). For information on accounting items for property, plant, and equipment, right-of-use asset, investment-oriented property and intangible assets (including goodwill), please refer to the disclosure in Note 6 (12), (13), (14) and (15) of the consolidated financial statement. For information on accounting items for right-of-use asset, investment-oriented property and intangible assets (including goodwill) on which we have carried out the following major audit procedures in respect of the above said matters, refer to the disclosures in Notes 6 (12), (13), (14) and (15). Major audit procedures that are already carried out by the CPAs for the above-mentioned matters are as follows:
- Obtain the asset impairment assessment form for respective cash generating units that have been evaluated spontaneously by the Company.
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Evaluate the legitimacy of impairment signs identified by the management and the assumption and sensitivity adopted, including whether the differentiation of cash-generating units, forecast of cash flows, and discount rate are appropriate or not.
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Ask the management and review audit evidence obtained from the subsequent audit procedure for verification of absence of any matter related to impairment testing after the reporting date.
Valuation of balance of investments accounted for using equity method
The balance of investments accounted for using equity method Grand Pacific Petrochemical Corporation and its subsidiaries as of December 31, 2020 totaled $9,195,361 thousand, accounted for around 25% of the total consolidated asset value. The net comprehensive income recognized with the equity method came to $3,631,280 thousand, accounting for around 92% of the total consolidated income. The impacted value is significant to the overall consolidated financial statement. Therefore, the CPAs include valuation of balance of investments accounted for using equity method as part of the key matters being audited.
For the accounting policy on investments accounted for using equity method, please refer to Note 4 (16) of the consolidated financial statement. For information on accounting items for investments accounted for using equity method, please refer to the disclosure in Note 6 (11) of the consolidated financial statement. Major audit procedures that are already carried out by the CPAs for the above-mentioned matters are as follows:
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Evaluate the accuracy of calculation during valuation adopting the equity method and the adopted accounting policy.
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Read the financial statements of underlying entities and audit reports from other CPAs and review important findings and issues identified during audit to facilitate communication and understanding and accordingly evaluate the audit task performed by and audit results from other CPAs of underlying entities.
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Evaluate the legitimacy of impairment signs of investments accounted for using equity method as identified by the management and the assumption and sensitivity adopted, including whether or not the forecast of profitability of companies invested in it in the future or the discount rate is appropriate.
- Other Matters Mentioning Audits by other CPAs
As is stated in Note 4 (3)-2 and Note 6 (11) of the consolidated financial statement, those subsidiaries covered into the consolidated financial statements of Year 2020 of Grand Pacific Petrochemical Corporation and its subsidiaries—the financial statements of Videoland International Limited, KK Enterprise (Malaysia) Sdn. Bhd. and Zhenjiang Chimei Chemical Co., Ltd. and Zhangzhou Chimei Chemical Co., Ltd. as investees in equity methods; as well as those subsidiaries covered into the consolidated financial statements of Year 2019 of Grand Pacific Petrochemical Corporation and its subsidiaries—the financial statements of K.K. Chemical Company Limited and KK Enterprise (Malaysia) Sdn. Bhd. and Zhenjiang Chimei Chemical Co., Ltd. and Zhangzhou Chimei Chemical Co., Ltd. as investees in equity methods, have not been audited by the Undersigned certified public accountants but have been audited by other certified public accountant(s) instead. Among the opinions we expressed on the abovementioned consolidated financial statement, the amount listed in the above-mentioned financial statement of the Company and the above-mentioned information about the Company in Note 13 of the consolidated financial statement are completed based on audit reports from other CPAs. The total asset values of the said subsidiaries mentioned above as of December 31, 2020 and 2019, were $189,015 thousand and $160,153 thousand, accounting for 0.52% and 0.51% of the total consolidated asset value, respectively. The net worth of operating income for the years ended December 31, 2020 and 2019, was $121,556 thousand and $152,982 thousand, accounting for 0.73% and 0.75% of the net worth of consolidated operating income, respectively. In addition, the related investment balance of invested companies adopting the equity method as mentioned above as of December 31, 2020 and 2019, was $9,195,361 thousand and $6,597,733 thousand, accounting for 25.32% and 20.95% of the total consolidated asset value, respectively. The net worth of comprehensive income for the years ended December 31, 2020 and 2019, was $3,631,280 thousand and $1,118,302 thousand, accounting for 92.45% and 66.18% of the total consolidated comprehensive income, respectively.
Other Matters - Individual Financial Statement
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Individual financial statements of 2020 and 2019 have been prepared by Grand Pacific Petrochemical Corporation and have been documented in the Audit Report without reservation in the opinions expressed issued by the CPAs; they are submitted for your reference.
Responsibilities of Management and Governance Unit for Consolidated Financial Statement
The management is responsible for preparing an adequately expressed consolidated financial statement in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and international financial reporting standards, international accounting standards, interpretations, and interpretation announcements approved and released to take effect by the Financial Supervisory Commission and maintaining necessary internal control relevant to the compilation of the consolidated financial statement in order to ensure that no significant untruthful expressions caused by frauds or errors exist in the consolidated financial statement.
While preparing the consolidated financial statement, the management is responsible for also evaluating the ability of Grand Pacific Petrochemical Corporation and its subsidiaries to continue with the operation and disclosing related matters and adopting the accounting basis for continued operation, among others. Unless the management intends to liquidate Grand Pacific Petrochemical Corporation and its subsidiaries or discontinue operation or there are no other actually feasible solutions than liquidation or discontinued operation.
The governance unit (including the Audit Committee) of Grand Pacific Petrochemical Corporation and its subsidiaries is responsible for supervising the financial reporting process.
Responsibilities of CPAs in Inspecting Consolidated Financial Statement
We audit the consolidated financial statement in order to be reasonably convinced as to whether the consolidated financial statement as a whole contains major untruthful expressions due to frauds or errors and to issue the audit report. Reasonably convinced is highly convinced. There is no guarantee, however, that the existence of significant untruthful expressions in the consolidated financial statement will be detected according to generally accepted auditing standards. Untruthful expressions might have been caused by frauds or errors. If individual values or an overview of untruthful expressions can be reasonably expected to affect economic decisions made by users of the consolidated financial statement, they are considered significant.
We apply our professional judgment and keep our professional doubts while performing the audit according to generally accepted auditing standards. The CPAs also perform the following tasks:
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Identify and evaluate the risk of significant untruthful expressions in the consolidated financial statement due to frauds or errors, design and enforce appropriate responsive policies for determined risks; and collect sufficient and adequate evidence from the audit in order to render audit opinions. Due to the fact that frauds might involve collusion, forgery, intentional omission, untruthful statement, or non-compliance with internal control, the risk associated with undetected significant untruthful expressions caused by frauds is higher than that caused by errors.
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Obtain a necessary understanding of internal control concerning the audit in order to design appropriate audit procedures reflective of then-current situation. The purpose, however, is not to effectively express opinions on the internal control of Grand Pacific Petrochemical Corporation.
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Evaluate the adequacy of accounting policies adopted by the management and the legitimacy of accounting estimates and related disclosures made.
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Obtain sufficient and adequate evidence from the audit regarding the financial information of entities comprising Grand Pacific Petrochemical Corporation and its subsidiaries and express opinions about the consolidated financial statement. The CPAs are responsible for providing guidance on, supervising and implementing audits and for coming up with audit opinions for the Group. Communications made by the CPAs with governance units include the planned scope and timing of the audit and significant audit findings (including significant deficiencies found with internal control during the audit).
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Reach a conclusion with regard to the adequacy of the accounting basis adopted to continue with operation by the management and whether significant uncertainties of events or conditions that might result in significant concerns about the ability of Grand Pacific Petrochemical Corporation and its subsidiaries to continue with operation exist or not according to the evidence obtained from the audit. In the event that it is determined that
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significant uncertainties exist with such events or conditions, on the other hand, the CPAs must remind users of the consolidated financial statement in their audit report that they should pay attention to related disclosures included in the statement or modify their audit opinions if such disclosures are inappropriate. Conclusions made by the CPAs are based on the evidence from the audit obtained as of the date of the audit report. Future events or conditions, however, are likely to result in Grand Pacific Petrochemical Corporation and its subsidiaries no longer capable of continuing with operation.
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Evaluate the overall expression, structure, and contents of the consolidated financial statement (including related notes) and whether or not the consolidated financial statement has fairly expressed related transactions and events.
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Obtain sufficient and adequate evidence from the audit regarding the financial information of entities comprising Grand Pacific Petrochemical Corporation and its subsidiaries and express opinions about the consolidated financial statement. The CPAs are responsible for providing guidance on, supervising and implementing audits and for coming up with audit opinions for the Group.
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Communications made by the CPAs with governance units include the planned scope and timing of the audit and significant audit findings (including significant deficiencies found with internal control during the audit). The CPAs have also provided the governance units with the declaration on independence that independently governed staff in the accounting firm that the CPAs belong to have followed moral regulations in honor of the profession of CPA and have communicated with the governance units all relationships and other matters considered to be likely undermining the independence of CPAs (including related safeguard measures).
The CPAs, from the matters communicated with the governance units, decided key matters to be included in the 2020 consolidated financial statement audit of Grand Pacific Petrochemical Corporation and its subsidiaries. The CPAs specify such matters in the audit report unless it is disallowed by law to disclose to the public specific matters or under rare circumstances, the CPAs decide not to communicate specific matters in the audit report as it can be reasonably expected that negative impacts from such communication would be greater than the public interest that will be enhanced.
Crowe Horwath International
CPA
CPA
Approval document number: FSC Review No. 10200032833 March 25, 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 audit such consolidated financial statements are those generally applied in the Republic of China. For the convenience of readers, the independent auditors’ 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’ report and consolidated financial statements shall prevail.
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Grand Pacific Petrochemical Corporation and Subsidiaries CONSOLIDATED BALANCE SHEETS
For the years ended December 31, 2020 and 2019
| Grand Pacific Petrochemical Corporation and Subsidiaries CONSOLIDATED BALANCE SHEETS For the years ended December 31, 2020 and 2019 |
Grand Pacific Petrochemical Corporation and Subsidiaries CONSOLIDATED BALANCE SHEETS For the years ended December 31, 2020 and 2019 |
Grand Pacific Petrochemical Corporation and Subsidiaries CONSOLIDATED BALANCE SHEETS For the years ended December 31, 2020 and 2019 |
Grand Pacific Petrochemical Corporation and Subsidiaries CONSOLIDATED BALANCE SHEETS For the years ended December 31, 2020 and 2019 |
Grand Pacific Petrochemical Corporation and Subsidiaries CONSOLIDATED BALANCE SHEETS For the years ended December 31, 2020 and 2019 |
|
|---|---|---|---|---|---|
| Codes | Expressed in Thousands of New Taiwan Dollars December 31, 2020 December 31, 2019 Assets Amount % Amount % Current assets $13,038,671 36 $11,627,999 37 Cash & cash equivalents 5,235,661 15 3,403,383 11 Financial assets at fair value through profit or loss - current 508,391 2 172,216 1 Contract assets - current 8,974 - 27,487 - Net notes receivable 357,778 1 361,582 1 Net accounts receivable 2,205,259 6 2,059,672 7 Accounts receivable - related parties 6,996 - 1,271 - Other receivables 32,091 - 63,705 - Current income tax assets 717 - 1,198 - Net inventories 1,203,284 3 1,673,157 5 Prepayments 88,136 - 73,083 - Other financial assets - current 3,348,405 9 3,717,691 12 Other current assets - other 42,979 - 73,554 - Noncurrent assets 23,283,697 64 19,858,408 63 Financial assets at fair value through other comprehensive income - noncurrent 4,191,135 12 4,488,921 14 Investments accounted for using equity method 9,195,361 25 6,597,733 21 Property, plant and equipment 6,380,992 18 6,807,341 22 Right-of-use assets 1,381,371 4 433,249 1 Investment property, net 78,435 - 78,882 - Intangible assets 881,600 2 674,070 2 Deferred income tax assets 46,396 - 55,493 - Refundable deposits 22,215 - 16,444 - Advance payment for investment 926,176 3 478,169 2 Other noncurrent assets - other 180,016 - 228,106 1 Total assets $36,322,368 100 $31,486,407 100 |
||||
| Amount | % | Amount |
% | ||
| 11xx 1100 1110 1140 1150 1170 1180 1200 1220 1310 1410 1476 1479 15xx 1517 1550 1600 1755 1760 1780 1840 1920 1960 1990 1xxx |
Current assets Cash & cash equivalents Financial assets at fair value through profit or loss - current Contract assets - current Net notes receivable Net accounts receivable Accounts receivable - related parties Other receivables Current income tax assets Net inventories Prepayments Other financial assets - current Other current assets - other Noncurrent assets Financial assets at fair value through other comprehensive income - noncurrent Investments accounted for using equity method Property, plant and equipment Right-of-use assets Investment property, net Intangible assets Deferred income tax assets Refundable deposits Advance payment for investment Other noncurrent assets - other Total assets |
$13,038,671 | 36 | $11,627,999 | 37 |
| 5,235,661 508,391 8,974 357,778 2,205,259 6,996 32,091 717 1,203,284 88,136 3,348,405 42,979 |
15 2 - 1 6 - - - 3 - 9 - |
3,403,383 172,216 27,487 361,582 2,059,672 1,271 63,705 1,198 1,673,157 73,083 3,717,691 73,554 |
11 1 - 1 7 - - - 5 - 12 - |
||
| 23,283,697 | 64 | 19,858,408 | 63 | ||
| 4,191,135 9,195,361 6,380,992 1,381,371 78,435 881,600 46,396 22,215 926,176 180,016 |
12 25 18 4 - 2 - - 3 - |
4,488,921 6,597,733 6,807,341 433,249 78,882 674,070 55,493 16,444 478,169 228,106 |
14 21 22 1 - 2 - - 2 1 |
||
| $36,322,368 | 100 | $31,486,407 | 100 |
(Continued on the next page)
17
Grand Pacific Petrochemical Corporation and Subsidiaries CONSOLIDATED BALANCE SHEETS
For the years ended December 31, 2020 and 2019
| Codes | Liabilities andEquity |
Expressed in Thousands of New Taiwan Dollars December31,2020 December31,2019 Amount % Amount % $2,909,607 8 $2,519,453 8 440,977 1 20,953 - 51,889 - 43,718 - 56,057 - 81,864 - 1,214,147 4 1,567,747 5 575,688 2 490,583 2 468,739 1 217,374 1 17,790 - 17,576 - 78,308 - 73,386 - 162 - 155 - 5,850 - 6,097 - 2,292,424 6 1,734,877 5 400,000 1 - - 29,391 - 10,175 - 1,459,491 4 1,255,837 4 309,499 1 354,647 1 66,134 - 85,035 - 4,824 - 5,643 - 23,085 - 23,540 - 5,202,031 14 4,254,330 13 9,266,203 26 9,266,203 30 9,066,203 25 9,066,203 29 200,000 1 200,000 1 182,764 - 181,698 - 18,797,890 52 14,695,878 47 2,000,432 5 1,790,463 6 1,640,828 5 1,640,828 5 15,156,630 42 11,264,587 36 (6,923) - 280,466 1 (517,694) (2) (521,982) (2) 510,771 2 802,448 3 (55,577) - (55,577) - 28,184,357 78 24,368,668 78 2,935,980 8 2,863,409 9 31,120,337 86 27,232,077 87 $36,322,368 100 $31,486,407 100 |
Expressed in Thousands of New Taiwan Dollars December31,2020 December31,2019 Amount % Amount % $2,909,607 8 $2,519,453 8 440,977 1 20,953 - 51,889 - 43,718 - 56,057 - 81,864 - 1,214,147 4 1,567,747 5 575,688 2 490,583 2 468,739 1 217,374 1 17,790 - 17,576 - 78,308 - 73,386 - 162 - 155 - 5,850 - 6,097 - 2,292,424 6 1,734,877 5 400,000 1 - - 29,391 - 10,175 - 1,459,491 4 1,255,837 4 309,499 1 354,647 1 66,134 - 85,035 - 4,824 - 5,643 - 23,085 - 23,540 - 5,202,031 14 4,254,330 13 9,266,203 26 9,266,203 30 9,066,203 25 9,066,203 29 200,000 1 200,000 1 182,764 - 181,698 - 18,797,890 52 14,695,878 47 2,000,432 5 1,790,463 6 1,640,828 5 1,640,828 5 15,156,630 42 11,264,587 36 (6,923) - 280,466 1 (517,694) (2) (521,982) (2) 510,771 2 802,448 3 (55,577) - (55,577) - 28,184,357 78 24,368,668 78 2,935,980 8 2,863,409 9 31,120,337 86 27,232,077 87 $36,322,368 100 $31,486,407 100 |
Expressed in Thousands of New Taiwan Dollars December31,2020 December31,2019 Amount % Amount % $2,909,607 8 $2,519,453 8 440,977 1 20,953 - 51,889 - 43,718 - 56,057 - 81,864 - 1,214,147 4 1,567,747 5 575,688 2 490,583 2 468,739 1 217,374 1 17,790 - 17,576 - 78,308 - 73,386 - 162 - 155 - 5,850 - 6,097 - 2,292,424 6 1,734,877 5 400,000 1 - - 29,391 - 10,175 - 1,459,491 4 1,255,837 4 309,499 1 354,647 1 66,134 - 85,035 - 4,824 - 5,643 - 23,085 - 23,540 - 5,202,031 14 4,254,330 13 9,266,203 26 9,266,203 30 9,066,203 25 9,066,203 29 200,000 1 200,000 1 182,764 - 181,698 - 18,797,890 52 14,695,878 47 2,000,432 5 1,790,463 6 1,640,828 5 1,640,828 5 15,156,630 42 11,264,587 36 (6,923) - 280,466 1 (517,694) (2) (521,982) (2) 510,771 2 802,448 3 (55,577) - (55,577) - 28,184,357 78 24,368,668 78 2,935,980 8 2,863,409 9 31,120,337 86 27,232,077 87 $36,322,368 100 $31,486,407 100 |
Expressed in Thousands of New Taiwan Dollars December31,2020 December31,2019 Amount % Amount % $2,909,607 8 $2,519,453 8 440,977 1 20,953 - 51,889 - 43,718 - 56,057 - 81,864 - 1,214,147 4 1,567,747 5 575,688 2 490,583 2 468,739 1 217,374 1 17,790 - 17,576 - 78,308 - 73,386 - 162 - 155 - 5,850 - 6,097 - 2,292,424 6 1,734,877 5 400,000 1 - - 29,391 - 10,175 - 1,459,491 4 1,255,837 4 309,499 1 354,647 1 66,134 - 85,035 - 4,824 - 5,643 - 23,085 - 23,540 - 5,202,031 14 4,254,330 13 9,266,203 26 9,266,203 30 9,066,203 25 9,066,203 29 200,000 1 200,000 1 182,764 - 181,698 - 18,797,890 52 14,695,878 47 2,000,432 5 1,790,463 6 1,640,828 5 1,640,828 5 15,156,630 42 11,264,587 36 (6,923) - 280,466 1 (517,694) (2) (521,982) (2) 510,771 2 802,448 3 (55,577) - (55,577) - 28,184,357 78 24,368,668 78 2,935,980 8 2,863,409 9 31,120,337 86 27,232,077 87 $36,322,368 100 $31,486,407 100 |
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 21xx 2100 2130 2150 2170 2200 2230 2250 2280 2310 2399 25xx 2540 2550 2570 2580 2640 2645 2670 2xxx 31xx 3100 3110 3120 3200 3300 3310 3320 3350 3400 3410 3420 3400 31xx 36xx 3xxx 3x2x |
Current liabilities Short-term loans Contract liabilities- current Notes payable Accounts payable Other payable Current income tax liabilities Provisions - current Lease liabilities - current Advances receipts Other current liabilities - other Noncurrent liabilities Long-term loans Provisions - noncurrent Deferred income tax liabilities Lease liabilities - noncurrent Net defined benefit liabilities - noncurrent Guarantee deposits received Other noncurrent liabilities - other Total liabilities Equity attributable to owners of the parent company Share capital Common shares capital Preferred shares capital Capital reserve Retained earnings Legal reserve Special reserve Unappropriated earnings Other equity Exchange differences on translating financial statements of foreign operations Unrealized valuation gain/loss of financial assets at fair value through other comprehensive income Treasury stocks Total equity attributable to owners of the parent company Non-controlling interests Total equity Total liabilities and equity |
$2,909,607 | 8 | $2,519,453 | 8 |
| 440,977 51,889 56,057 1,214,147 575,688 468,739 17,790 78,308 162 5,850 |
1 - - 4 2 1 - - - - |
20,953 43,718 81,864 1,567,747 490,583 217,374 17,576 73,386 155 6,097 |
- - - 5 2 1 - - - - |
||
| 2,292,424 | 6 | 1,734,877 | 5 | ||
| 400,000 29,391 1,459,491 309,499 66,134 4,824 23,085 |
1 - 4 1 - - - |
- 10,175 1,255,837 354,647 85,035 5,643 23,540 |
- - 4 1 - - - |
||
| 5,202,031 | 14 | 4,254,330 | 13 | ||
| 9,266,203 | 26 | 9,266,203 | 30 | ||
| 9,066,203 200,000 |
25 1 |
9,066,203 200,000 |
29 1 |
||
| 182,764 | - | 181,698 | - | ||
| 18,797,890 | 52 | 14,695,878 | 47 | ||
| 2,000,432 1,640,828 15,156,630 |
5 5 42 |
1,790,463 1,640,828 11,264,587 |
6 5 36 |
||
| (6,923) | - | 280,466 | 1 | ||
| (517,694) 510,771 |
(2) 2 |
(521,982) 802,448 |
(2) 3 |
||
| (55,577) | - | (55,577) | - | ||
28,184,357 |
78 | 24,368,668 | 78 | ||
| 2,935,980 | 8 | 2,863,409 | 9 | ||
| 31,120,337 | 86 | 27,232,077 | 87 | ||
| $36,322,368 | 100 | $31,486,407 | 100 |
The accompanying notes are an integral part of the consolidated financial statements
Chairman of Board: Pin Cheng Yang
Manager: Chia Hsiung Tseng Chief Accountant: Ling Chu Chen
18
Grand Pacific Petrochemical Corporation and Subsidiaries CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the years ended December 31, 2020 and 2019
| Codes | Items |
Expressed in Thousands of New Taiwan Dollars Year Ended December 31, 2020 Year Ended December 31, 2019 Amount % Amount % $16,575,784 100 $20,468,229 100 (13,468,788) (81) (17,829,140) (87) 3,106,996 19 2,639,089 13 (1,350,118) (8) (1,268,878) (6) (311,596) (2) (304,316) (1) (1,007,862) (6) (933,470) (5) (29,827) - (32,968) - (833) - 1,876 - 1,756,878 11 1,370,211 7 85,227 - 102,121 1 230,566 1 94,038 - (51,104) - (41,971) - (7,711) - (5,990) - 3,095,495 19 1,222,468 6 3,352,473 20 1,370,666 7 5,109,351 31 2,740,877 14 (788,796) (5) (564,666) (3) 4,320,555 26 2,176,211 11 (401,923) (2) (146,408) (1) 7,494 - (19,908) - (1,765) - 5,283 - (396,194) (2) (161,033) (1) (478,885) (3) (229,109) (1) 535,785 3 (104,166) (1) (53,579) - 7,841 - 3,321 - (325,434) (2) (392,873) (2) (486,467) (3) $3,927,682 24 $1,689,744 8 $4,108,803 25 $2,070,125 10 211,752 1 106,086 1 $4,320,555 26 $2,176,211 11 $3,826,623 23 $1,640,513 8 101,059 1 49,231 - $3,927,682 24 $1,689,744 8 $4.52 $2.27 $4.51 $2.27 |
Expressed in Thousands of New Taiwan Dollars Year Ended December 31, 2020 Year Ended December 31, 2019 Amount % Amount % $16,575,784 100 $20,468,229 100 (13,468,788) (81) (17,829,140) (87) 3,106,996 19 2,639,089 13 (1,350,118) (8) (1,268,878) (6) (311,596) (2) (304,316) (1) (1,007,862) (6) (933,470) (5) (29,827) - (32,968) - (833) - 1,876 - 1,756,878 11 1,370,211 7 85,227 - 102,121 1 230,566 1 94,038 - (51,104) - (41,971) - (7,711) - (5,990) - 3,095,495 19 1,222,468 6 3,352,473 20 1,370,666 7 5,109,351 31 2,740,877 14 (788,796) (5) (564,666) (3) 4,320,555 26 2,176,211 11 (401,923) (2) (146,408) (1) 7,494 - (19,908) - (1,765) - 5,283 - (396,194) (2) (161,033) (1) (478,885) (3) (229,109) (1) 535,785 3 (104,166) (1) (53,579) - 7,841 - 3,321 - (325,434) (2) (392,873) (2) (486,467) (3) $3,927,682 24 $1,689,744 8 $4,108,803 25 $2,070,125 10 211,752 1 106,086 1 $4,320,555 26 $2,176,211 11 $3,826,623 23 $1,640,513 8 101,059 1 49,231 - $3,927,682 24 $1,689,744 8 $4.52 $2.27 $4.51 $2.27 |
Expressed in Thousands of New Taiwan Dollars Year Ended December 31, 2020 Year Ended December 31, 2019 Amount % Amount % $16,575,784 100 $20,468,229 100 (13,468,788) (81) (17,829,140) (87) 3,106,996 19 2,639,089 13 (1,350,118) (8) (1,268,878) (6) (311,596) (2) (304,316) (1) (1,007,862) (6) (933,470) (5) (29,827) - (32,968) - (833) - 1,876 - 1,756,878 11 1,370,211 7 85,227 - 102,121 1 230,566 1 94,038 - (51,104) - (41,971) - (7,711) - (5,990) - 3,095,495 19 1,222,468 6 3,352,473 20 1,370,666 7 5,109,351 31 2,740,877 14 (788,796) (5) (564,666) (3) 4,320,555 26 2,176,211 11 (401,923) (2) (146,408) (1) 7,494 - (19,908) - (1,765) - 5,283 - (396,194) (2) (161,033) (1) (478,885) (3) (229,109) (1) 535,785 3 (104,166) (1) (53,579) - 7,841 - 3,321 - (325,434) (2) (392,873) (2) (486,467) (3) $3,927,682 24 $1,689,744 8 $4,108,803 25 $2,070,125 10 211,752 1 106,086 1 $4,320,555 26 $2,176,211 11 $3,826,623 23 $1,640,513 8 101,059 1 49,231 - $3,927,682 24 $1,689,744 8 $4.52 $2.27 $4.51 $2.27 |
Expressed in Thousands of New Taiwan Dollars Year Ended December 31, 2020 Year Ended December 31, 2019 Amount % Amount % $16,575,784 100 $20,468,229 100 (13,468,788) (81) (17,829,140) (87) 3,106,996 19 2,639,089 13 (1,350,118) (8) (1,268,878) (6) (311,596) (2) (304,316) (1) (1,007,862) (6) (933,470) (5) (29,827) - (32,968) - (833) - 1,876 - 1,756,878 11 1,370,211 7 85,227 - 102,121 1 230,566 1 94,038 - (51,104) - (41,971) - (7,711) - (5,990) - 3,095,495 19 1,222,468 6 3,352,473 20 1,370,666 7 5,109,351 31 2,740,877 14 (788,796) (5) (564,666) (3) 4,320,555 26 2,176,211 11 (401,923) (2) (146,408) (1) 7,494 - (19,908) - (1,765) - 5,283 - (396,194) (2) (161,033) (1) (478,885) (3) (229,109) (1) 535,785 3 (104,166) (1) (53,579) - 7,841 - 3,321 - (325,434) (2) (392,873) (2) (486,467) (3) $3,927,682 24 $1,689,744 8 $4,108,803 25 $2,070,125 10 211,752 1 106,086 1 $4,320,555 26 $2,176,211 11 $3,826,623 23 $1,640,513 8 101,059 1 49,231 - $3,927,682 24 $1,689,744 8 $4.52 $2.27 $4.51 $2.27 |
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4000 5000 5900 6000 6100 6200 6300 6450 6900 7100 7010 7020 7050 7060 7000 7900 7950 8200 8316 8311 8349 8310 8361 8370 8399 8360 8300 8500 8600 8610 8620 8700 8710 8720 9750 9850 |
Operating revenues Operating costs Gross operating profit Operating expenses Selling expenses Administrative expenses Research and development expenses Reversal gain of expected impairment in credit (loss) Net operating Income Non-operating revenues and expenses Interest revenue Other revenues Other gains and losses Finance costs Share of profit or loss of associates & joint ventures accounted for using equity method Total non-operating revenues and expenses Net profit before tax from continuing operations unit Income tax expenses Net profit for the year Other comprehensive income Items that will not be reclassified subsequently to profit or loss Unrealized valuation gain/loss of investment in equity instrument at fair value through other comprehensive income Remeasurements of the defined benefit plan Income tax related to items that will not be reclassified subsequently Total Items that will not be reclassified subsequently to profit or loss Items that may be reclassified subsequently to profit or loss Exchange differences on translating financial statements of foreign operations Share of other comprehensive income of associates & joint ventures accounted for using equity method - Items that may be reclassified to profit or loss Income tax related to items that may be reclassified subsequently Items that may be reclassified subsequently to profit or loss Current other comprehensive income(net after tax) Total amount of comprehensive income for the year Net income attributable to: Owners of the parent company Non-controlling interests Total amount of comprehensive income attributable to: Owners of the parent company Non-controlling interests Earnings per share in common shares: (NT$) Basic earnings per share Diluted earnings per share |
$16,575,784 (13,468,788) |
100 (81) |
$20,468,229 (17,829,140) |
100 (87) |
| 3,106,996 | 19 | 2,639,089 | 13 | ||
| (1,350,118) | (8) | (1,268,878) | (6) | ||
| (311,596) (1,007,862) (29,827) (833) |
(2) (6) - - |
(304,316) (933,470) (32,968) 1,876 |
(1) (5) - - |
||
| 1,756,878 | 11 | 1,370,211 | 7 | ||
| 85,227 230,566 (51,104) (7,711) 3,095,495 |
- 1 - - 19 |
102,121 94,038 (41,971) (5,990) 1,222,468 |
1 - - - 6 |
||
| 3,352,473 | 20 | 1,370,666 | 7 | ||
| 5,109,351 (788,796) |
31 (5) |
2,740,877 (564,666) |
14 (3) |
||
| 4,320,555 | 26 | 2,176,211 | 11 | ||
| (401,923) 7,494 (1,765) |
(2) - - |
(146,408) (19,908) 5,283 |
(1) - - |
||
| (396,194) | (2) | (161,033) | (1) | ||
| (478,885) 535,785 (53,579) |
(3) 3 - |
(229,109) (104,166) 7,841 |
(1) (1) - |
||
| 3,321 | - | (325,434) | (2) | ||
| (392,873) | (2) | (486,467) | (3) | ||
| $3,927,682 | 24 | $1,689,744 | 8 | ||
| $4,108,803 211,752 |
25 1 |
$2,070,125 106,086 |
10 1 |
||
| $4,320,555 | 26 | $2,176,211 | 11 | ||
| $3,826,623 101,059 |
23 1 |
$1,640,513 49,231 |
8 - |
||
| $3,927,682 | 24 | $1,689,744 | 8 | ||
| $4.52 | $2.27 | ||||
| $4.51 | $2.27 |
The accompanying notes are an integral part of the consolidated financial statements
Chairman of Board: Pin Cheng Yang
Manager: Chia Hsiung Tseng
Chief Accountant: Ling Chu Chen
19
Grand Pacific Petrochemical Corporation and Subsidiaries CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY For the years ended December 31, 2020 and 2019
| Codes | Items |
Share capital | Share capital | Capital reserve |
Retained earnings | Retained earnings | Retained earnings | Other equity | Other equity | Expressed in Thousands of New Taiwan Dollars Treasury stocks Equity attributable to owners of the parent Non- controlling interests Total equity ($55,577) $22,738,990 $2,881,984 $25,620,974 - - - - - - (53,924) (53,924) - (12,000) - (12,000) - 1,066 - 1,066 - 99 (99) - - 2,070,125 106,086 2,176,211 - (429,612) (56,855) (486,467) - - - - - - (13,783) (13,783) ($55,577) $24,368,668 $2,863,409 $27,232,077 ($55,577) $24,368,668 $2,863,409 $27,232,077 - - - - - - (28,488) (28,488) - (12,000) - (12,000) - 1,066 - 1,066 - 4,108,803 211,752 4,320,555 |
Expressed in Thousands of New Taiwan Dollars Treasury stocks Equity attributable to owners of the parent Non- controlling interests Total equity ($55,577) $22,738,990 $2,881,984 $25,620,974 - - - - - - (53,924) (53,924) - (12,000) - (12,000) - 1,066 - 1,066 - 99 (99) - - 2,070,125 106,086 2,176,211 - (429,612) (56,855) (486,467) - - - - - - (13,783) (13,783) ($55,577) $24,368,668 $2,863,409 $27,232,077 ($55,577) $24,368,668 $2,863,409 $27,232,077 - - - - - - (28,488) (28,488) - (12,000) - (12,000) - 1,066 - 1,066 - 4,108,803 211,752 4,320,555 |
Expressed in Thousands of New Taiwan Dollars Treasury stocks Equity attributable to owners of the parent Non- controlling interests Total equity ($55,577) $22,738,990 $2,881,984 $25,620,974 - - - - - - (53,924) (53,924) - (12,000) - (12,000) - 1,066 - 1,066 - 99 (99) - - 2,070,125 106,086 2,176,211 - (429,612) (56,855) (486,467) - - - - - - (13,783) (13,783) ($55,577) $24,368,668 $2,863,409 $27,232,077 ($55,577) $24,368,668 $2,863,409 $27,232,077 - - - - - - (28,488) (28,488) - (12,000) - (12,000) - 1,066 - 1,066 - 4,108,803 211,752 4,320,555 |
Expressed in Thousands of New Taiwan Dollars Treasury stocks Equity attributable to owners of the parent Non- controlling interests Total equity ($55,577) $22,738,990 $2,881,984 $25,620,974 - - - - - - (53,924) (53,924) - (12,000) - (12,000) - 1,066 - 1,066 - 99 (99) - - 2,070,125 106,086 2,176,211 - (429,612) (56,855) (486,467) - - - - - - (13,783) (13,783) ($55,577) $24,368,668 $2,863,409 $27,232,077 ($55,577) $24,368,668 $2,863,409 $27,232,077 - - - - - - (28,488) (28,488) - (12,000) - (12,000) - 1,066 - 1,066 - 4,108,803 211,752 4,320,555 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Common shares capital |
Preferred shares capital |
Legal reserve |
Special reserve |
Unappropri ated earnings |
Exchange differences on translating financial statements of foreign operations |
Unrealized valuation gain/loss of financial assets at fair value through other comprehensive income |
|||||||
| A1 B1 B5 B7 M1 M7 D1 D3 Q1 O1 Z1 A1 B1 B5 B7 M1 D1 |
Balance at January 1, 2019 Appropriation & distribution of earnings for fiscal year 2018: Provision of legal reserve Cash dividends to common shares Cash dividends and stock dividends to preferred shares Adjustment to capital surplus for distribution of dividends to subsidiary Change in equity to subsidiaries Net profit for the year ended December 31, 2019 Other comprehensive income after tax for the year ended December 31, 2019 Disposal of subsidiaries under equity instrument at fair value through other comprehensive income Changes in non-controlling interests Balance at December 31, 2019 Balance at January 1, 2020 Appropriation & distribution of earnings for fiscal year 2019: Provision of legal reserve Cash dividends to common shares Cash dividends and stock dividends to preferred shares Adjustment to capital surplus for distribution of dividends to subsidiary Net profit for the year ended December 31, 2020 |
$9,066,203 - - - - - - - - - |
$200,000 - - - - - - - - - |
$180,533 - - - 1,066 99 - - - - |
$1,494,452 296,011 - - - - - - - - |
$1,640,828 - - - - - - - - - |
$9,472,912 (296,011) - (12,000) - - 2,070,125 (15,783) 45,344 - |
($206,080) - - - - - - (315,902) - - |
$945,719 - - - - - - (97,927) (45,344) - |
($55,577) - - - - - - - - - |
$22,738,990 - - (12,000) 1,066 99 2,070,125 (429,612) - - |
$2,881,984 - (53,924) - - (99) 106,086 (56,855) - (13,783) |
$25,620,974 - (53,924) (12,000) 1,066 - 2,176,211 (486,467) - (13,783) |
| $9,066,203 | $200,000 | $181,698 | $1,790,463 | $1,640,828 | $11,264,587 | ($521,982) | $802,448 | ($55,577) | $24,368,668 | $2,863,409 | $27,232,077 | ||
| $9,066,203 - - - - - |
$200,000 - - - - - |
$181,698 - - - 1,066 - |
$1,790,463 209,969 - - - - |
$1,640,828 - - - - - |
$11,264,587 (209,969) - (12,000) - 4,108,803 |
($521,982) - - - - - |
$802,448 - - - - - |
($55,577) - - - - - |
$24,368,668 - - (12,000) 1,066 4,108,803 |
$2,863,409 - (28,488) - - 211,752 |
$27,232,077 - (28,488) (12,000) 1,066 4,320,555 |
20
| D3 Other comprehensive income after tax for the year ended December 31, 2020 Q1 Disposal under equity instrument at fair value through other comprehensive income Z1 Balance at December 31, 2020 |
- - |
- - |
- - |
- - |
- - |
5,411 (202) |
4,288 - |
(291,879) 202 |
- - |
(282,180) - |
(110,693) (392,873) - - |
|---|---|---|---|---|---|---|---|---|---|---|---|
| $9,066,203 | $200,000 | $182,764 | $2,000,432 | $1,640,828 | $15,156,630 | ($517,694) | $510,771 | ($55,577) | $28,184,357 | $2,935,980 $31,120,337 |
The accompanying notes are an integral part of the consolidated financial statements
Chairman of Board: Pin Cheng Yang
Manager: Chia Hsiung Tseng
Chief Accountant: Ling Chu Chen
21
Grand Pacific Petrochemical Corporation and Subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS For the years ended December 31, 2020 and 2019
| Codes | Items |
Expressed in Thousands of New Taiwan Dollars Year ended December31,2020 Year ended December 31,2019 $5,109,351 $2,740,877 812,836 948,344 446,968 731,652 (499) (214) 7,711 5,990 (85,227) (102,121) (134,548) (62,747) (3,095,495) (1,222,468) 504 (429) 47,953 17,451 (1,262) (1,399) 15,655 8,496 (194) - (1,985,598) 322,555 (334,414) (131,583) 18,513 32,877 3,804 32,635 (145,587) 546,673 (5,725) (536) 11,896 11,354 469,873 307,626 (15,053) 20,468 (688) - 8,171 (101) (25,807) 3,244 (353,600) 97,372 84,070 (163,826) 2,025 2,250 7 3 (247) (577) (11,407) (9,030) (294,169) 748,849 2,829,584 3,812,281 104,945 108,703 134,548 62,747 (7,421) (5,976) (227,127) (920,977) 2,834,529 3,056,778 |
Expressed in Thousands of New Taiwan Dollars Year ended December31,2020 Year ended December 31,2019 $5,109,351 $2,740,877 812,836 948,344 446,968 731,652 (499) (214) 7,711 5,990 (85,227) (102,121) (134,548) (62,747) (3,095,495) (1,222,468) 504 (429) 47,953 17,451 (1,262) (1,399) 15,655 8,496 (194) - (1,985,598) 322,555 (334,414) (131,583) 18,513 32,877 3,804 32,635 (145,587) 546,673 (5,725) (536) 11,896 11,354 469,873 307,626 (15,053) 20,468 (688) - 8,171 (101) (25,807) 3,244 (353,600) 97,372 84,070 (163,826) 2,025 2,250 7 3 (247) (577) (11,407) (9,030) (294,169) 748,849 2,829,584 3,812,281 104,945 108,703 134,548 62,747 (7,421) (5,976) (227,127) (920,977) 2,834,529 3,056,778 |
|---|---|---|---|
| AAAA A00010 A20000 A20010 A20100 A20200 A20400 A20900 A21200 A21300 A22300 A22500 A22600 A23100 A23700 A29900 A20010 A30000 A31115 A31125 A31130 A31150 A31160 A31180 A31200 A31230 A31240 A32125 A32130 A32150 A32180 A32200 A32210 A32230 A32240 A30000 A33000 A33100 A33200 A33300 A33500 AAAA |
CASH FLOWS FROM OPERATING ACTIVITIES: Net profit before tax from continuing operations unit Adjustments: Gain and expense not result influence on cash flows: Depreciation expenses (including depreciations in provision of right-of-use assets and investment property) Amortization expenses Net gain on financial assets at fair value through profit or loss Interest expenses Interest income Dividend revenue Share of gains of associates & joint ventures accounted for using equity method Net loss (gain) on disposal and retirement of property and equipment Property, plant and equipment transferred to expenses Gain on disposal of investment Impairment loss on non-financial assets Gains on lease modification Total gain and expense loss not result influence on cash flows Changes in assets/liabilities relating to operation activities Net increase of financial assets mandatorily measured at fair value through profit or loss Decrease in contract assets Decrease in notes receivable Decrease (increase) in accounts receivable Increase in accounts receivable - related parties Decrease in other receivables Decrease in inventories (Increase) decrease in prepayments Increase in other current assets - other Increase (decrease) in contract liabilities Increase (decrease) in notes payable Increase (decrease) in accounts payable Increase (decrease) in other payables Increase in provisions Increase in advance receipts Decrease in other current liabilities - other Decrease in net defined benefit liabilities Total net changes in assets/liabilities relating to operating activities Cash provided generated from operations Interest received Dividend received Interest paid Income tax paid Net cash provided in operating activities |
$5,109,351 | $2,740,877 |
| 812,836 446,968 (499) 7,711 (85,227) (134,548) (3,095,495) 504 47,953 (1,262) 15,655 (194) |
948,344 731,652 (214) 5,990 (102,121) (62,747) (1,222,468) (429) 17,451 (1,399) 8,496 - |
||
| (1,985,598) | 322,555 | ||
(334,414) 18,513 3,804 (145,587) (5,725) 11,896 469,873 (15,053) (688) 8,171 (25,807) (353,600) 84,070 2,025 7 (247) (11,407) |
(131,583) 32,877 32,635 546,673 (536) 11,354 307,626 20,468 - (101) 3,244 97,372 (163,826) 2,250 3 (577) (9,030) |
||
| (294,169) | 748,849 | ||
| 2,829,584 104,945 134,548 (7,421) (227,127) |
3,812,281 108,703 62,747 (5,976) (920,977) |
||
| 2,834,529 | 3,056,778 |
(Continued on the next page)
22
(Brought Forward)
| BBBB CASH FLOWS FROM INVESTING ACTIVITIES: B00010 Acquisition of financial assets at fair value through other comprehensive income B00020 Disposal of financial assets at fair value through other comprehensive income B00030 Capital allocation of financial assets at fair value through other comprehensive income B02200 Acquisition of net cash inflow from subsidiaries B02700 Acquisition of property, plant and equipment B02800 Disposal of property, plant and equipment B03700 (Increase) decrease in refundable deposits B04500 Acquisition of intangible assets B05350 Acquisition of Right-of-use assets B05400 Acquisition of investment property B06600 Decrease (increase) in other financial assets B06700 Increase in other noncurrent assets BBBB Net cash used in investing activities CCCC CASH FLOWS FROM FINANCING ACTIVITIES: C00100 Increase in short-term loans C01600 Proceeds from long-term loans C03100 Increase (decrease) in guarantee deposits received C04020 Repayment of lease principal C04500 Payout of cash dividends C09900 Cash dividends obtained by subsidiaries from the parent company C09900 Cash dividend distributed by a subsidiary toward non- controlling interests C09900 Capital decrease sum paid by a subsidiary in cash toward non-controlling interests C09900 Subscription in non-control interests of the subsidiaries through capital increase in cash CCCC Net cash provided (used) in financing activities DDDD Effect of exchange rate changes on cash and cash equivalents EEEE Net increase in cash and cash equivalents for the year E00100 Cash and cash equivalents, beginning of year E00200 Cash and cash equivalents, end of year E00210 Cash & cash equivalents recorded in consolidated balance sheets |
(155,812) - 29,577 - (348,593) 403 (5,771) (222,685) (979,588) (400) 369,286 (367,524) |
(621,497) 124,560 74,041 4,840 (294,393) 2,666 220 - - - (1,018,746) (568,081) |
|---|---|---|
| (1,681,107) | (2,296,390) | |
| 420,024 400,000 (819) (76,440) (12,000) 1,066 (28,488) - - |
18,120 - 681 (72,487) (12,000) 1,066 (53,924) (63,656) 45,000 |
|
| 703,343 | (137,200) | |
| (24,487) | 50,741 | |
| 1,832,278 3,403,383 |
673,929 2,729,454 |
|
| $5,235,661 | $3,403,383 | |
| $5,235,661 | $3,403,383 |
The accompanying notes are an integral part of the consolidated financial statements
Chairman of Board: Pin Cheng Yang
Manager: Chia Hsiung Tseng
Chief Accountant: Ling Chu Chen
23
Grand Pacific Petrochemical Corporation CPA Audit Report
Audit Opinions
We, as the CPAs, have completed the audit of the individual balance sheets dated December 31 of 2020 and 2019 and the individual comprehensive income statement, individual statement of changes in equity, individual statement of cash flows, and individual financial statement for the years ended December 31 of 2020 and 2019, including summaries of major accounting policies of Grand Pacific Petrochemical Corporation.
As CPAs, according to the audit results from us and those from other CPAs (please refer to the paragraph about other matters), the above-mentioned individual financial statement, in all major respects, was prepared in compliance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and hence are sufficient to show the individual financial standing of Grand Pacific Petrochemical Corporation as of December 31, 2020 and 2019 and the individual financial performance and individual cash flows for the years ended December 31, 2020 and 2019.
Bases for the Audit Opinions
We followed the Rules Governing the Audit of Financial Statements by Certified Public Accountants and generally accepted auditing rules while performing the audit. The responsibilities of the CPAs under the said standards will be explained further in the section about responsibilities in auditing the individual financial statement. Independently governed staff in the accounting firm that the CPAs belong to have followed moral regulations in honor of the profession of CPA and have remained independent of Grand Pacific Petrochemical Corporation and fulfilled other responsibilities under the said regulations. Based on the audit results from us and those from other CPAs, we believe that sufficient and adequate evidence has been obtained for the audit to serve as the basis for expressing the audit opinions.
Key Matters Being Audited
Key matters being audited refer to the most important matters based on the professional judgment of the CPAs to be included in the audit of the 2020 individual financial statement of Grand Pacific Petrochemical Corporation. Such matters were addressed throughout the audit of the individual financial statement and during the formation of audit opinions. The CPAs do not express separate opinions regarding these matters.
Key matters being audited of the 2020 individual financial statement of Grand Pacific Petrochemical Corporation are specified as follows:
Recognition of Income
Income is the basic operational activities for the sustainable management of an enterprise and concerns its operational performance and the management generally is faced with the pressure of fulfilling the expected financial or business performance goals. Therefore, it is pre-established that income recognition is associated with significant risk and we consider that the recognition of timing of the transfer of control over sales of products and income from sales as part of the key matters being audited.
For the accounting policy on the recognition of income, please refer to Note 4 (27) of the individual financial statement. For information on accounting items for income, please refer to the disclosure in Note 6 (29) of the individual financial statement. Major audit procedures that are already carried out by the CPAs for the abovementioned matters are as follows:
-
Test the validity of sales and the internal control for the payment collection cycle in terms of its design and implementation and evaluate by random sampling if the recognition of income is adequate.
-
Understand the type of product and the distribution specifications with Top 10 distribution customers and evaluate the legitimacy of the distribution income and the number of days involved in the turnover of accounts receivable and analyze if there is any abnormal variation among the customers.
24
- Select samples from distribution transactions within a certain period of time before and after the shipping deadline and verify them against related certificates in order to evaluate the accuracy of transfer timing of risks and rewards of goods produced and distributed and the control right and the timing when income is recognized.
Impairment evaluation of property, plant and equipment
As of December 31, 2020, the book value of property, plant, and equipment owned by Grand Pacific Petrochemical Corporation totaled $5,639,455 thousand, accounting for around 18% of the total asset value and the value is significant for the individual financial statement. In addition, the overall economic trends, market competition, and technical development can all affect the future operations of the company and accordingly affect the expected economic benefits and the recoverable amount that may be generated in the future by the cash generating units for the assets estimated and determined by the management in order to evaluate if impairment exists. Therefore, the evaluation of impairment of property, plant, and equipment is listed by the CPAs as part of the key matters being audited.
For the accounting policy on the impairment of property, plant and equipment and non-financial assets, please refer to Note 4 (16) and (18) of the individual financial statement. For information on accounting items involving property, plant and equipment, please refer to the disclosure in Note 6 (11) of the individual financial statement. Major audit procedures that are already carried out by the CPAs for the above-mentioned matters are as follows:
-
Obtain the asset impairment assessment form for respective cash generating units that have been evaluated spontaneously by the Company.
-
Evaluate the legitimacy of impairment signs identified by the management and the assumption and sensitivity adopted, including whether the differentiation of cash-generating units, forecast of cash flows, and discount rate are appropriate or not.
-
Ask the management and review audit evidence obtained from the subsequent audit procedure for verification of absence of any matter related to impairment testing after the reporting date.
Valuation of balance of investments accounted for using equity method
The balance of investments accounted for using equity method Grand Pacific Petrochemical Corporation as of December 31, 2020 totaled $19,735,941 thousand, accounting for around 62% of the total asset value. The net worth of comprehensive income (including the portions of profits and losses from subsidiaries, affiliates, and joint ventures recognized using the equity method and the portions of other comprehensive income from subsidiaries, affiliates, and joint ventures recognized using the equity method) totaled $3,096,256 thousand, accounting for around 81% of the total comprehensive income. The impacted value is significant to the individual financial statement. Therefore, the CPAs include valuation of balance of investments accounted for using equity method as part of the key matters being audited.
For the accounting policy on investments accounted for using equity method, please refer to Note 4 (15) of the individual financial statement. For information on accounting items for investments accounted for using equity method, please refer to the disclosure in Note 6 (10) of the individual financial statement. Major audit procedures that are already carried out by the CPAs for the above-mentioned matters are as follows:
-
Evaluate the accuracy of calculation during valuation adopting the equity method and the adopted accounting policy.
-
Check the accuracy in the calculation of unrealized profits or losses generated from transactions with companies invested in using the equity method; they have been reasonably written off and evaluate the adopted accounting policy; the adopted accounting policy has been adjusted as needed to be consistent with the policies adopted by the Company.
-
Evaluate the legitimacy of impairment signs of investments accounted for using equity method as identified by the management and the assumption and sensitivity adopted, including whether or not the forecast of profitability of companies invested in it in the future or the discount rate is appropriate.
- Other Matters Mentioning Audits by other CPAs
As stated under Note 6 (10) of the Notes to Financial Statements, among the investees of Grand Pacific Petrochemical Corporation in equity method, the financial statements of the reinvestee through Videoland Inc. in - 2020 in equity method Videoland International Limited, the reinvestee of KK Enterprise Co., Ltd. in equity
25
- - method KK Enterprise (Malaysia) Sdn. Bhd. and the reinvestee of Land & Sea Capital Corp. in equity method Zhenjiang Chimei Chemical Co., Ltd. & Zhangzhou Chimei Chemical Co., Ltd.; and the financial statements of the - reinvestee through KK Enterprise Co., Ltd. in 2019 in equity method K.K. Chemical Company Limited and KK - Enterprise (Malaysia) Sdn. Bhd. and the reinvestee of Land & Sea Capital Corp. in equity method Zhenjiang Chimei Chemical Co., Ltd. and Zhangzhou Chimei Chemical Co., Ltd. have not been audited by us, the Undersigned certified public accountant but have been audited by other certified public accountant(s) instead. Therefore, among the opinions expressed by us on the above-mentioned individual financial statement, the amount listed in the abovementioned financial statement of the Company and the above-mentioned information about the Company in Note 13 of the individual financial statement are completely based on audit reports from other CPAs. The balance of the above-mentioned investments adopting the equity method in the companies by Grand Pacific Petrochemical Corporation as of December 31, 2020 and 2019, was $9,271,722 thousand and $6,620,330 thousand, accounting for 29.20% and 24.37% of the total value, respectively. The portions of profits and losses indirectly recognized adopting the equity method for the years ended December 31, 2020 and 2019, was $3,096,897 thousand and $1,224,993 thousand, accounting for 80.93% and 74.67% of the total comprehensive income, respectively.
Responsibilities of Management and Governance Unit to Individual Financial Reports
The management is responsible for preparing adequately expressed individual financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and maintaining necessary internal control relevant to the compilation of the individual financial statements in order to ensure that no significant untruthful expressions caused by frauds or errors exist in the individual financial statements.
While preparing the individual financial statement, the management is responsible for also evaluating the ability of Grand Pacific Petrochemical Corporation to continue with the operation and disclosing related matters and adopting the accounting basis for continued operation, among others. Unless the management intends to liquidate Grand Pacific Petrochemical Corporation or discontinue operation or there are no other actually feasible solutions than liquidation or discontinued operation.
The governance unit (including the Audit Committee) of Grand Pacific Petrochemical Corporation is responsible for supervising the financial reporting process.
Responsibilities of CPAs in Inspecting Individual Financial Statement
We audit the individual financial statement in order to be reasonably convinced as to whether the individual financial statement as a whole contains major untruthful expressions due to frauds or errors and to issue the audit report. Reasonably convinced is highly convinced. There is no guarantee, however, that existence of significant untruthful expressions in the individual financial statement will be detected according to generally accepted auditing standards. Untruthful expressions might have been caused by frauds or errors. If individual values or an overview of untruthful expressions can be reasonably expected to affect economic decisions made by users of the individual financial statement, they are considered significant.
We apply our professional judgment and keep our professional doubts while performing the audit according to generally accepted auditing standards. The CPAs also perform the following tasks:
-
Identify and evaluate the risk of significant untruthful expressions in the individual financial statement due to frauds or errors, design and enforce appropriate responsive policies for determined risks; and collect sufficient and adequate evidence from the audit in order to render audit opinions. Due to the fact that frauds might involve collusion, forging, intentional omission, untruthful statement, or non-compliance with internal control, the risk associated with undetected significant untruthful expressions caused by frauds is higher than that caused by errors.
-
Obtain a necessary understanding of internal control concerning the audit in order to design appropriate audit procedures reflective of then-current situation. The purpose, however, is not to effectively express opinions on the internal control of Grand Pacific Petrochemical Corporation.
-
Evaluate the adequacy of accounting policies adopted by the management and the legitimacy of accounting estimates and related disclosures made.
26
-
Reach a conclusion with regard to the adequacy of the accounting basis adopted to continue with operation by the management and whether significant uncertainties of events or conditions that might result in significant concerns about the ability of Grand Pacific Petrochemical Corporation to continue with operation exist or not according to the evidence obtained from the audit. In the event that it is determined that significant uncertainties exist with such events or conditions, on the other hand, the CPAs must remind users of the individual financial statement in their audit report that they should pay attention to related disclosures included in the statement or modify their audit opinions if such disclosures are inappropriate. Conclusions made by the CPAs are based on the evidence from the audit obtained as of the date of the audit report. Future events or conditions, however, are likely to result in Grand Pacific Petrochemical Corporation no longer capable of continuing with operation.
-
Evaluate the overall expression, structure, and contents of the individual financial statement (including related notes) and whether or not the individual financial statement has fairly expressed related transactions and events.
-
Obtain sufficient and adequate evidence from the audit regarding the financial information of entities comprising Grand Pacific Petrochemical Corporation and express opinions about the individual financial statement. The CPAs are responsible for providing guidance on, supervising, and implementing audits and for coming up with audit opinions for the individual financial statement.
-
Communications made by the CPAs with governance units include the planned scope and timing of the audit and significant audit findings (including significant deficiencies found with internal control during the audit). The CPAs have also provided the governance units with the declaration on independence that independently governed staff in the accounting firm that the CPAs belong to have followed moral regulations in honor of the profession of CPA and have communicated with the governance units all relationships and other matters considered to be likely undermining the independence of CPAs (including related safeguard measures).
The CPAs, from the matters communicated with the governance units, decided key matters to be included in the 2020 individual financial statement audit of Grand Pacific Petrochemical Corporation. The CPAs specify such matters in the audit report unless it is disallowed by law to disclose to the public specific matters or under rare circumstances, the CPAs decide not to communicate specific matters in the audit report as it can be reasonably expected that negative impacts from such communication would be greater than the public interest that will be enhanced.
Crowe Horwath International
CPA
CPA
Approval document number: FSC Review No. 10200032833 March 25, 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 audit such consolidated financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ 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’ report and consolidated financial statements shall prevail.
27
Grand Pacific Petrochemical Corporation PARENT COMPANY ONLY BALANCE SHEETS For the years ended December 31, 2020 and 2019
| Codes | Assets | Expressed in Thousands of New Taiwan Dollars December 31, 2020 December 31, 2019 Amount % Amount % $6,018,262 19 $6,151,330 23 1,948,666 6 1,623,640 6 - - 23,247 - 1,788 - 1,201 - 1,543,308 5 1,362,287 5 7,724 - 13,882 - 13,524 - 24,721 - 844,761 3 1,342,132 5 58,491 - 60,220 - 1,600,000 5 1,700,000 7 25,735,853 81 21,015,000 77 285,084 1 294,765 1 19,735,941 62 14,594,602 54 5,639,455 18 6,046,298 22 39,250 - 42,980 - 29,421 - 35,210 - 6,649 - 1,025 - 53 - 120 - $31,754,115 100 $27,166,330 100 $2,092,263 6 $1,705,453 6 400,000 1 - - 38,929 - 11,120 - 944,541 3 1,178,229 4 - - 348 - 376,423 1 316,872 1 302,096 1 170,159 1 12,395 - 12,403 - 14,765 - 13,284 - 128 - 128 - 2,986 - 2,910 - 1,477,495 5 1,092,209 4 400,000 1 - - 11,179 - 9,610 - 980,120 4 979,856 4 25,828 - 30,942 - 36,090 - 46,675 - 2,086 - 2,934 - 22,192 - 22,192 - 3,569,758 11 2,797,662 10 9,266,203 30 9,266,203 34 9,066,203 29 9,066,203 33 200,000 1 200,000 1 182,764 - 181,698 1 18,797,890 59 14,695,878 54 2,000,432 6 1,790,463 7 1,640,828 5 1,640,828 6 15,156,630 48 11,264,587 41 (6,923) - 280,466 1 (517,694) (2) (521,982) (2) 510,771 2 802,448 3 (55,577) - (55,577) - 28,184,357 89 24,368,668 90 $31,754,115 100 $27,166,330 100 |
Expressed in Thousands of New Taiwan Dollars December 31, 2020 December 31, 2019 Amount % Amount % $6,018,262 19 $6,151,330 23 1,948,666 6 1,623,640 6 - - 23,247 - 1,788 - 1,201 - 1,543,308 5 1,362,287 5 7,724 - 13,882 - 13,524 - 24,721 - 844,761 3 1,342,132 5 58,491 - 60,220 - 1,600,000 5 1,700,000 7 25,735,853 81 21,015,000 77 285,084 1 294,765 1 19,735,941 62 14,594,602 54 5,639,455 18 6,046,298 22 39,250 - 42,980 - 29,421 - 35,210 - 6,649 - 1,025 - 53 - 120 - $31,754,115 100 $27,166,330 100 $2,092,263 6 $1,705,453 6 400,000 1 - - 38,929 - 11,120 - 944,541 3 1,178,229 4 - - 348 - 376,423 1 316,872 1 302,096 1 170,159 1 12,395 - 12,403 - 14,765 - 13,284 - 128 - 128 - 2,986 - 2,910 - 1,477,495 5 1,092,209 4 400,000 1 - - 11,179 - 9,610 - 980,120 4 979,856 4 25,828 - 30,942 - 36,090 - 46,675 - 2,086 - 2,934 - 22,192 - 22,192 - 3,569,758 11 2,797,662 10 9,266,203 30 9,266,203 34 9,066,203 29 9,066,203 33 200,000 1 200,000 1 182,764 - 181,698 1 18,797,890 59 14,695,878 54 2,000,432 6 1,790,463 7 1,640,828 5 1,640,828 6 15,156,630 48 11,264,587 41 (6,923) - 280,466 1 (517,694) (2) (521,982) (2) 510,771 2 802,448 3 (55,577) - (55,577) - 28,184,357 89 24,368,668 90 $31,754,115 100 $27,166,330 100 |
Expressed in Thousands of New Taiwan Dollars December 31, 2020 December 31, 2019 Amount % Amount % $6,018,262 19 $6,151,330 23 1,948,666 6 1,623,640 6 - - 23,247 - 1,788 - 1,201 - 1,543,308 5 1,362,287 5 7,724 - 13,882 - 13,524 - 24,721 - 844,761 3 1,342,132 5 58,491 - 60,220 - 1,600,000 5 1,700,000 7 25,735,853 81 21,015,000 77 285,084 1 294,765 1 19,735,941 62 14,594,602 54 5,639,455 18 6,046,298 22 39,250 - 42,980 - 29,421 - 35,210 - 6,649 - 1,025 - 53 - 120 - $31,754,115 100 $27,166,330 100 $2,092,263 6 $1,705,453 6 400,000 1 - - 38,929 - 11,120 - 944,541 3 1,178,229 4 - - 348 - 376,423 1 316,872 1 302,096 1 170,159 1 12,395 - 12,403 - 14,765 - 13,284 - 128 - 128 - 2,986 - 2,910 - 1,477,495 5 1,092,209 4 400,000 1 - - 11,179 - 9,610 - 980,120 4 979,856 4 25,828 - 30,942 - 36,090 - 46,675 - 2,086 - 2,934 - 22,192 - 22,192 - 3,569,758 11 2,797,662 10 9,266,203 30 9,266,203 34 9,066,203 29 9,066,203 33 200,000 1 200,000 1 182,764 - 181,698 1 18,797,890 59 14,695,878 54 2,000,432 6 1,790,463 7 1,640,828 5 1,640,828 6 15,156,630 48 11,264,587 41 (6,923) - 280,466 1 (517,694) (2) (521,982) (2) 510,771 2 802,448 3 (55,577) - (55,577) - 28,184,357 89 24,368,668 90 $31,754,115 100 $27,166,330 100 |
Expressed in Thousands of New Taiwan Dollars December 31, 2020 December 31, 2019 Amount % Amount % $6,018,262 19 $6,151,330 23 1,948,666 6 1,623,640 6 - - 23,247 - 1,788 - 1,201 - 1,543,308 5 1,362,287 5 7,724 - 13,882 - 13,524 - 24,721 - 844,761 3 1,342,132 5 58,491 - 60,220 - 1,600,000 5 1,700,000 7 25,735,853 81 21,015,000 77 285,084 1 294,765 1 19,735,941 62 14,594,602 54 5,639,455 18 6,046,298 22 39,250 - 42,980 - 29,421 - 35,210 - 6,649 - 1,025 - 53 - 120 - $31,754,115 100 $27,166,330 100 $2,092,263 6 $1,705,453 6 400,000 1 - - 38,929 - 11,120 - 944,541 3 1,178,229 4 - - 348 - 376,423 1 316,872 1 302,096 1 170,159 1 12,395 - 12,403 - 14,765 - 13,284 - 128 - 128 - 2,986 - 2,910 - 1,477,495 5 1,092,209 4 400,000 1 - - 11,179 - 9,610 - 980,120 4 979,856 4 25,828 - 30,942 - 36,090 - 46,675 - 2,086 - 2,934 - 22,192 - 22,192 - 3,569,758 11 2,797,662 10 9,266,203 30 9,266,203 34 9,066,203 29 9,066,203 33 200,000 1 200,000 1 182,764 - 181,698 1 18,797,890 59 14,695,878 54 2,000,432 6 1,790,463 7 1,640,828 5 1,640,828 6 15,156,630 48 11,264,587 41 (6,923) - 280,466 1 (517,694) (2) (521,982) (2) 510,771 2 802,448 3 (55,577) - (55,577) - 28,184,357 89 24,368,668 90 $31,754,115 100 $27,166,330 100 |
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 11xx 1100 1110 1150 1170 1180 1200 1310 1410 1476 15xx 1517 1550 1600 1755 1840 1920 1932 1xxx Codes |
Current assets Cash & cash equivalents Financial assets at fair value through profit or loss - current Net notes receivable Net accounts receivable Accounts receivable - related parties Other receivables Net inventories Prepayments Other financial assets - current Non-current assets Financial assets at fair value through other comprehensive income - noncurrent Investments accounted for using equity method Property, plant and equipment Right-of-use assets Deferred income tax assets Refundable deposits Long-term receivables Total assets Liabilities and Equity |
$6,018,262 | 19 | $6,151,330 | 23 |
| 1,948,666 - 1,788 1,543,308 7,724 13,524 844,761 58,491 1,600,000 |
6 - - 5 - - 3 - 5 |
1,623,640 23,247 1,201 1,362,287 13,882 24,721 1,342,132 60,220 1,700,000 |
6 - - 5 - - 5 - 7 |
||
| 25,735,853 | 81 | 21,015,000 | 77 | ||
| 285,084 19,735,941 5,639,455 39,250 29,421 6,649 53 |
1 62 18 - - - - |
294,765 14,594,602 6,046,298 42,980 35,210 1,025 120 |
1 54 22 - - - - |
||
| $31,754,115 | 100 | $27,166,330 | 100 | ||
| $2,092,263 | 6 | $1,705,453 | 6 | ||
| 21xx 2100 2130 2170 2180 2200 2230 2250 2280 2310 2399 25xx 2540 2550 2570 2580 2640 2645 2670 2xxx 31xx 3100 3110 3120 3200 3300 3310 3320 3350 3400 3410 3420 3400 3xxx 3x2x |
Current liabilities Short-term loans Contract liabilities - current Accounts payables Accounts payables - related parties Other payables Current income tax liabilities Provisions - current Lease liabilities - current Advances receipts Other current liabilities - Other Noncurrent liabilities Long-term loans Provisions - noncurrent Deferred income tax liabilities Lease liabilities - noncurrent Net defined benefit liabilities - noncurrent Guarantee deposits received Other noncurrent liabilities - other Total liabilities Equity Share capital Common shares capital Preferred shares capital Capital reserve Retained earnings Legal reserve Special reserve Unappropriated earnings Other equity Exchange differences on translating financial statements of foreign operations Unrealized valuation gain/loss of financial assets at fair value through other comprehensive income Treasury stocks Total equity Total liabilities and equity |
||||
| 400,000 38,929 944,541 - 376,423 302,096 12,395 14,765 128 2,986 |
1 - 3 - 1 1 - - - - |
- 11,120 1,178,229 348 316,872 170,159 12,403 13,284 128 2,910 |
- - 4 - 1 1 - - - - |
||
| 1,477,495 | 5 | 1,092,209 | 4 | ||
| 400,000 11,179 980,120 25,828 36,090 2,086 22,192 |
1 - 4 - - - - |
- 9,610 979,856 30,942 46,675 2,934 22,192 |
- - 4 - - - - |
||
| 3,569,758 | 11 | 2,797,662 | 10 | ||
| 9,266,203 | 30 | 9,266,203 | 34 | ||
| 9,066,203 200,000 |
29 1 |
9,066,203 200,000 |
33 1 |
||
| 182,764 | - | 181,698 | 1 | ||
| 18,797,890 | 59 | 14,695,878 | 54 | ||
| 2,000,432 1,640,828 15,156,630 |
6 5 48 |
1,790,463 1,640,828 11,264,587 |
7 6 41 |
||
| (6,923) | - | 280,466 | 1 | ||
| (517,694) 510,771 |
(2) 2 |
(521,982) 802,448 |
(2) 3 |
||
| (55,577) | - | (55,577) | - | ||
| 28,184,357 | 89 | 24,368,668 | 90 | ||
| $31,754,115 | 100 | $27,166,330 | 100 |
The accompanying notes are an integral part of the parent company only financial statements
Chairman of Board: Pin Cheng Yang Manager: Chia Hsiung Tseng
Chief Accountant: Ling Chu Chen
28
Grand Pacific Petrochemical Corporation PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME For the years ended December 31, 2020 and 2019
Expressed in Thousands of New Taiwan Dollars Year Ended December 31, Year Ended December 31,
| Codes | Items | 2020 | 2019 | ||
|---|---|---|---|---|---|
| Amount | % |
Amount | % |
||
| 4000 5000 5900 5910 5920 5950 6000 6100 6200 6300 6900 7100 7010 7020 7050 7070 7000 7900 7950 8200 8316 8311 8330 8349 8310 8380 8399 8360 8300 8500 9750 9850 |
Operating revenues Operating costs Total amount of gross operating profit Unrealized sales gain Realized sales gain Net gross operating profit Operating expenses Selling expenses Administrative expenses Research and development expenses Net operating Income Non-operating revenues and expenses Interest revenue Other revenues Other gains and losses Finance costs Share of profit or loss of subsidiaries, associates & joint ventures accounted for using equity method Total non-operating revenues and expenses Net profit before tax from continuing operations unit Income tax expenses Net profit for the year Other comprehensive income Items that will not be reclassified subsequently to profit or loss Unrealized valuation gain/loss of investment in equity instrument at fair value through other comprehensive income Remeasurements of the defined benefit plan Share of other comprehensive income of subsidiaries, associates & joint ventures accounted for using equity method - items that will not be reclassified subsequently to profit or loss Income tax related to items that will not be reclassified subsequently Total Items that will not be reclassified subsequently to profit or loss Items that may be reclassified subsequently to profit or loss Share of other comprehensive income of subsidiaries, associates & joint ventures accounted for using equity method - items that may be reclassified to profit or loss Income tax related to items that may be reclassified subsequently Items that may be reclassified subsequently to profit or loss Current other comprehensive income(net after tax) Total comprehensive income for the year Earnings per share in ordinary shares: (NT$) Basic earnings per share Diluted earnings per share |
$12,524,992 (10,960,879) |
100 (88) |
$16,229,085 (14,779,229) |
100 (91) |
| 1,564,113 (4,267) 315 |
12 - - |
1,449,856 (315) 4,744 |
9 - - |
||
| 1,560,161 | 12 | 1,454,285 | 9 | ||
| (494,266) | (4) | (414,240) | (2) | ||
| (167,085) (306,041) (21,140) |
(1) (3) - |
(153,504) (236,379) (24,357) |
(1) (1) - |
||
| 1,065,895 | 8 | 1,040,045 | 7 | ||
| 12,976 55,207 (32,594) (2,813) 3,319,105 |
- - - - 27 |
32,526 34,780 (28,777) (800) 1,333,846 |
- - - - 8 |
||
| 3,351,881 | 27 | 1,371,575 | 8 | ||
| 4,417,776 (308,973) |
35 (2) |
2,411,620 (341,495) |
15 (2) |
||
| 4,108,803 | 33 | 2,070,125 | 13 | ||
| (9,664) 4,889 (280,716) (977) |
- - (2) - |
(768) (20,263) (96,732) 4,053 |
- - (1) - |
||
| (286,468) | (2) | (113,710) | (1) | ||
| 57,867 (53,579) |
- - |
(323,743) 7,841 |
(2) - |
||
| 4,288 | - | (315,902) | (2) | ||
| (282,180) | (2) | (429,612) | (3) | ||
| $3,826,623 | 31 | $1,640,513 | 10 | ||
| $4.52 | $2.27 | ||||
| $4.51 | $2.27 |
(The accompanying notes are an integral part of the parent company only financial statements)
Chairman of Board: Pin Cheng Yang Manager: Chia Hsiung Tseng
Chief Accountant: Ling Chu Chen
29
Grand Pacific Petrochemical Corporation PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY For the years ended December 31, 2020 and 2019
| Codes | Items |
Capital reserve |
Expressed in Thousands of Other equity Exchange differences on translating financial statements of foreign operations Unrealized valuation gain/loss of financial assets at fair value through other comprehensive income Treasury stocks ($206,080) $945,719 ($55,577) - - - - - - - - - - - - - - - (315,902) (97,927) - - (45,344) - ($521,982) $802,448 ($55,577) ($521,982) $802,448 ($55,577) - - - - - - - - - - - - 4,288 (291,879) - - 202 - ($517,694) $510,771 ($55,577) |
Expressed in Thousands of Other equity Exchange differences on translating financial statements of foreign operations Unrealized valuation gain/loss of financial assets at fair value through other comprehensive income Treasury stocks ($206,080) $945,719 ($55,577) - - - - - - - - - - - - - - - (315,902) (97,927) - - (45,344) - ($521,982) $802,448 ($55,577) ($521,982) $802,448 ($55,577) - - - - - - - - - - - - 4,288 (291,879) - - 202 - ($517,694) $510,771 ($55,577) |
Expressed in Thousands of Other equity Exchange differences on translating financial statements of foreign operations Unrealized valuation gain/loss of financial assets at fair value through other comprehensive income Treasury stocks ($206,080) $945,719 ($55,577) - - - - - - - - - - - - - - - (315,902) (97,927) - - (45,344) - ($521,982) $802,448 ($55,577) ($521,982) $802,448 ($55,577) - - - - - - - - - - - - 4,288 (291,879) - - 202 - ($517,694) $510,771 ($55,577) |
New Taiwan Dollars Total equity |
|||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Share capital | Retained earnings | ||||||||||
| Common shares capital |
Preferred shares capital |
Legal reserve | Special reserve |
Unappropriate d earnings |
|||||||
| A1 B1 B7 M1 M7 D1 D3 Q1 Z1 A1 B1 B7 M1 D1 D3 Q1 Z1 |
Balance at January 1, 2019 Appropriation & distribution of earnings for fiscal year 2018: Provision of legal reserve Cash dividends to preferred shares Adjustment to capital surplus for distribution of dividends to subsidiary Change in equity to subsidiaries Net profit for the year ended December 31, 2019 Other comprehensive income after tax for the year ended December 31, 2019 The equity instruments at fair value through other comprehensive income as disposed of by a subsidiary Balance at December 31, 2019 Balance at January 1, 2020 Appropriation & distribution of earnings for fiscal year 2019: Provision of legal reserve Cash dividends to preferred shares Adjustment to capital surplus for distribution of dividends to subsidiary Net profit for the year ended December 31, 2020 Other comprehensive income after tax for the year ended December 31, 2020 Dispose of The equity instruments at fair value through other comprehensive income Balance at December 31, 2020 |
$9,066,203 - - - - - - - |
$200,000 - - - - - - - |
$180,533 - - 1,066 99 - - - |
$1,494,452 296,011 - - - - - - |
$1,640,828 - - - - - - - |
$9,472,912 (296,011) (12,000) - - 2,070,125 (15,783) 45,344 |
($206,080) - - - - - (315,902) - |
$945,719 - - - - - (97,927) (45,344) |
($55,577) - - - - - - - |
$22,738,990 - (12,000) 1,066 99 2,070,125 (429,612) - |
| $9,066,203 | $200,000 | $181,698 | $1,790,463 | $1,640,828 | $11,264,587 | ($521,982) | $802,448 | ($55,577) | $24,368,668 | ||
| $9,066,203 - - - - - - |
$200,000 - - - - - - |
$181,698 - - 1,066 - - - |
$1,790,463 209,969 - - - - - |
$1,640,828 - - - - - - |
$11,264,587 (209,969) (12,000) - 4,108,803 5,411 (202) |
($521,982) - - - - 4,288 - |
$802,448 - - - - (291,879) 202 |
($55,577) - - - - - - |
$24,368,668 - (12,000) 1,066 4,108,803 (282,180) - |
||
| $9,066,203 | $200,000 | $182,764 | $2,000,432 | $1,640,828 | $15,156,630 | ($517,694) | $510,771 | ($55,577) | $28,184,357 |
(The accompanying notes are an integral part of the parent company only financial statements)
Chairman of Board: Pin Cheng Yang
Manager: Chia Hsiung Tseng
Chief Accountant: Ling Chu Chen
30
Grand Pacific Petrochemical Corporation PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS For the years ended December 31, 2020 and 2019
| Grand Pacific Petrochemical Corporation PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS For the years ended December 31, 2020 and 2019 |
Grand Pacific Petrochemical Corporation PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS For the years ended December 31, 2020 and 2019 |
Grand Pacific Petrochemical Corporation PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS For the years ended December 31, 2020 and 2019 |
|
|---|---|---|---|
| Codes | Expressed in Thousands of New Taiwan Dollars Items Year ended December 31, 2020 Year ended December 31, 2019 CASH FLOWS FROM OPERATING ACTIVITIES: Net profit before tax from continuing operations unit $4,417,776 $2,411,620 Adjustments: Gain and expense not result influence on cash flows: Depreciation expenses (including depreciations in provision of right-of-use assets) 602,241 739,011 Net (gain)loss on financial assets at fair value through profit or loss 80 (80) Interest expenses 2,813 800 Interest income (12,976) (32,526) Dividend revenue (19,800) (24,230) Share of losses (gains) of subsidiaries, associates & joint ventures accounted for using equity method (3,319,105) (1,333,846) Net loss on disposal and retirement of property, plant and equipment 540 120 Property, plant and equipment transferred to expenses 47,636 17,451 Gain on disposal of investment (114) (1,341) Impairment loss on financial assets 15,155 - Impairment loss on non-financial assets 500 3,773 Unrealized sales gain 4,267 315 Realized sales gain (315) (4,744) Total gain and expense loss not result influence on cash flows (2,679,078) (635,297) Changes in assets/liabilities relating to operation activities Net decrease (increase) of financial assets mandatorily measured at fair value through profit or loss 23,281 (21,826) (Increase) decrease in notes receivable (587) 13,218 (Increase) decrease in accounts receivable (181,021) 556,197 Decrease (increase) in accounts receivable - related parties 6,158 (13,147) Decrease in other receivables 9,953 20,150 Decrease in inventories 497,371 262,334 Decrease in prepayments 1,729 19,066 Increase (decrease) in contract liabilities 27,809 (9,761) Increase (decrease) in accounts payable (233,688) 86,562 (Decrease) increase in accounts payable - related parties (348) 348 (Decrease) increase in other payables 62,293 (163,984) Decrease in other payables - related parties - (6,415) Increase in provisions 1,561 1,856 Increase in other current liabilities - other 76 159 Decrease in net defined benefit liabilities (5,696) (3,460) Total net changes in assets/liabilities relating to operating activities 208,891 741,297 Cash provided generated from operations 1,947,589 2,517,620 Interest received 14,220 29,836 Dividend received 110,135 131,759 Interest paid 2,691) (800) Income tax paid (171,960) (672,844) Net cash provided in operating activities 1,897,293 2,005,571 (Continued on the next page) |
||
| AAAA A00010 A20000 A20010 A20100 A20400 A20900 A21200 A21300 A22400 A22500 A22600 A23100 A23500 A23700 A23900 A24000 A20010 A30000 A31115 A31130 A31150 A31160 A31180 A31200 A31230 A32125 A32150 A32160 A32180 A32190 A32200 A32230 A32240 A30000 A33000 A33100 A33200 A33300 A33500 AAAA |
CASH FLOWS FROM OPERATING ACTIVITIES: Net profit before tax from continuing operations unit Adjustments: Gain and expense not result influence on cash flows: Depreciation expenses (including depreciations in provision of right-of-use assets) Net (gain)loss on financial assets at fair value through profit or loss Interest expenses Interest income Dividend revenue Share of losses (gains) of subsidiaries, associates & joint ventures accounted for using equity method Net loss on disposal and retirement of property, plant and equipment Property, plant and equipment transferred to expenses Gain on disposal of investment Impairment loss on financial assets Impairment loss on non-financial assets Unrealized sales gain Realized sales gain Total gain and expense loss not result influence on cash flows Changes in assets/liabilities relating to operation activities Net decrease (increase) of financial assets mandatorily measured at fair value through profit or loss (Increase) decrease in notes receivable (Increase) decrease in accounts receivable Decrease (increase) in accounts receivable - related parties Decrease in other receivables Decrease in inventories Decrease in prepayments Increase (decrease) in contract liabilities Increase (decrease) in accounts payable (Decrease) increase in accounts payable - related parties (Decrease) increase in other payables Decrease in other payables - related parties Increase in provisions Increase in other current liabilities - other Decrease in net defined benefit liabilities Total net changes in assets/liabilities relating to operating activities Cash provided generated from operations Interest received Dividend received Interest paid Income tax paid Net cash provided in operating activities (Continued on the next page) |
$4,417,776 | $2,411,620 |
| 602,241 80 2,813 (12,976) (19,800) (3,319,105) 540 47,636 (114) 15,155 500 4,267 (315) |
739,011 (80) 800 (32,526) (24,230) (1,333,846) 120 17,451 (1,341) - 3,773 315 (4,744) |
||
| (2,679,078) | (635,297) | ||
| 23,281 (587) (181,021) 6,158 9,953 497,371 1,729 27,809 (233,688) (348) 62,293 - 1,561 76 (5,696) |
(21,826) 13,218 556,197 (13,147) 20,150 262,334 19,066 (9,761) 86,562 348 (163,984) (6,415) 1,856 159 (3,460) |
||
| 208,891 | 741,297 | ||
| 1,947,589 14,220 110,135 2,691) (171,960) |
2,517,620 29,836 131,759 (800) (672,844) |
||
| 1,897,293 | 2,005,571 | ||
31
| (Brought Forward) BBBB CASH FLOWS FROM INVESTING ACTIVITIES: B00030 Liquidation allocation to financial assets measured at fair value through other comprehensive income B01800 Acquisition of investment accounted for using equity method B02400 Refund of share payment under capital decrease from the investee accounted for using equity method. B02700 Acquisition of property, plant and equipment B02800 Disposal of property, plant and equipment B03700 Increase in refundable deposits B06600 Decrease (increase) in other financial assets B06800 Decrease in other noncurrent assets - other BBBB Net cash used in investing activities CCCC CASH FLOWS FROM FINANCING ACTIVITIES: C00100 Increase in short-term loans C01600 Proceeds from long-term loans C03100 Decrease in guarantee deposits received C04020 Repayment of lease principal C04500 Payout of cash dividends CCCC Net cash provided (used) in financing activities EEEE Net increase in cash and cash equivalents for the year E00100 Cash and cash equivalents, beginning of year E00200 Cash and cash equivalents, end of year E00210 Cash & cash equivalents recorded in parent company only balance sheets |
17 (3,251,088) 1,044,050 (233,339) 138 (5,624) 100,000 67 |
- (50,000) 19,836 (193,738) - (136) (1,700,000) 67 |
|---|---|---|
| (2,345,779) | (1,923,971) | |
| 400,000 400,000 (848) (13,640) (12,000) |
- - (1,141) (12,494) (12,000) |
|
| 773,512 | (25,635) | |
| 325,026 1,623,640 |
55,965 1,567,675 |
|
| $1,948,666 | $1,623,640 | |
| $1,948,666 | $1,623,640 |
(The accompanying notes are an integral part of the parent company only financial statements)
Chairman of Board: Pin Cheng Yang Manager: Chia Hsiung Tseng
Chief Accountant: Ling Chu Chen
32
Proposed by the Board of Directors
Proposal 2
Subject: The 2020 earnings distribution proposal is submitted for ratification.
Explanations:
-
The Company’s net income after tax for the year of 2020 was $4,108,802,815. After deducting $202,205 of the retained earnings which was directly carried forward from the accumulative investment gains on disposal of equity instrument investments measured at fair value through other comprehensive incomes in 2020, and adding $5,410,553 of the retained earnings which was recognized from the remeasurement of defined benefit plan in 2020, the unappropriated earnings during the year stood at NT$4,114,011,163. After the allocation of NT$411,401,116 to the legal reserve, the allocable earnings during the year were NT$3,702,610,047. Adding this to the unappropriated retained earnings at the beginning of the term of NT$11,042,618,945 derived the allocable earnings in accumulation at NT$14,745,228,992.
-
Pursuant to Article 29 of the Articles of Incorporation, after preferred dividends for the year of 2020 amounted to $12,000,000 were distributed first, the allocable earnings are $14,733,228,992; As resolved, cash dividends shall be distributed at $0.1 per share, amounting to $92,662,033. The balance of the retained earnings after the distribution will be $14,640,566,959.
Resolution:
33
Grand Pacific Petrochemical Corporation The 2020 Earnings Distribution Table
| Expressed in New Taiwan Dollars | Expressed in New Taiwan Dollars | ||
|---|---|---|---|
| Beginning unappropriated earnings (TIFRS) | (A) | $11,042,618,945 | |
| Post-tax earnings for the year | 4,108,802,815 | ||
| Less: disposal of equity instruments investment measured | at fair value | ||
| through other comprehensive incomes and accumulated profit | and loss | ||
| directly transferred to retained earnings | (202,205) | ||
| Add: remeasurement of defined benefit plan recognized | in | retained | |
| earnings | 5,410,553 | ||
| Unappropriated earnings during the year = Post-tax earnings for | the year | ||
| and + adjustments others than net income | (B) | 4,114,011,163 | |
| Less: Provision of legal reserve (10%) | (B)x10% | (411,401,116) | |
| Allocable earnings for the year | (C) | 3,702,610,047 | |
| Accumulated allocable earnings | (A)+(C) | 14,745,228,992 | |
| Less: Cash dividends to preferred shares for the year | (12,000,000) | ||
| Total allocable earnings | 14,733,228,992 | ||
| Distribution items: | |||
| Cash dividends: 20,000,000 preferred shares @0.1 | (2,000,000) | ||
| Cash dividends: 906,620,328 common shares @0.1 | (90,662,033) | ||
| Total distribution items | (92,662,033) | ||
| Ending unappropriated earnings | $14,640,566,959 |
Note: In the 2020 earnings distribution proposal, the distribution shall be made first from earnings for the year.
Responsible person:
Manager:
Chief Accountant:
34
Discussion Items
35
Proposed by the Board of Directors
Proposal 1
- Subject: It is proposed that the Company’s “Operational Procedures for Making Endorsements / Guarantees” be duly amended. Please reserve a decision as appropriate.
Descriptions:
-
The provision of limits of aggregate total of endorsements / guarantees and the amount of endorsements/guarantees toward a single enterprise granted by the Company and its subsidiaries is added in accordance with “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies” issued by FSC.
-
The method of charge of guarantee fee is amended as being calculated according to the financing amount actually used.
-
The endorsements / guarantees granted by the Company and its subsidiaries are mainly toward the reinvested subsidiaries as requirement for the expansion of operation. It is proposed to add the provision: “The aggregate total of endorsements/guarantees granted by the Company and its subsidiaries externally shall not exceed of the Company's net worth as shown through its most recent financial statements. The amount of the endorsements/guarantees granted by the Company and its subsidiaries toward a single enterprise shall not exceed 80% of the Company's net worth as shown through its most recent financial statements.
-
Comparative Table of Pre-Amendment and Post-Amendment Contents below:
| Post-amendment contents | Current contents | Descriptions | |
|---|---|---|---|
| 5.2. 5.2.1 |
Credit limits of endorsements/guarantees The aggregate total of endorsements/guarantees granted by the Company externally shall not exceed 80% of the Company's net worth as shown through its most recent financial statements. The amount of the endorsements/guarantees granted by the Company toward a single enterprise shall not exceed 70% of the Company's net worth as shown through its most recent financial statements. The aggregate total of endorsements/guarantees granted by the Company and its |
5.2 Credit limits of endorsements/guarantees 5.2.1 The aggregate total of endorsements/guarantees granted by the Company externally shall not exceed 80% of the Company's net worth as shown through its most recent financial statements. The amount of the endorsements/guarantees granted by the Company toward a single enterprise shall not exceed 70% of the Company's net worth as shown through its most recent financial statements. |
For the endorsements / guarantees required for the expansion of operation, the provision of limits of the aggregate total of endorsements / guarantees and the amount of endorsement / guarantee toward a single enterprise granted by the Company and its subsidiaries is added according to relevant requirements. |
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| subsidiaries externally shall not exceed of the Company's net worth as shown through its most recent financial statements. The amount of the endorsements/guarantees granted by the Company and its subsidiaries toward a single enterprise shall not exceed 80% of the Company's net worth as shown through its most recent financial statements. |
|||
|---|---|---|---|
| 5.4 5.4.2 |
Handling fee for endorsements/guarantees The charge of guarantee fee shall be calculated according to the financing amount actually used. |
5.4 Handling fee for endorsements/guarantees 5.4.2 The guarantee fee shall be charged in full before the seal(s) is(are) to be affixed for the guarantee process. |
The method of charge of guarantee fee shall be calculated according to the financing amount actually used. |
Resolution:
37
Incidental Motion
Adjournment
38
Three. Annex:
Annex I
Grand Pacific Petrochemical Corporation “Rules and Procedures for Shareholders’ Meeting”
Officially resolved in the Board of Directors on March 27, 2002 Officially resolved in the shareholders’ meeting on June 27, 2002
-
The Company’s Shareholders’ Meeting shall be duly handled in accordance with these Rules unless otherwise prescribed in laws.
-
In case of a shareholders’ meeting, the sign-in book should be prepared so that the participating shareholders may sign in. A participating shareholder may, as well, submit his or her sign-in card instead of an act to sign in. The number of shares represented by the participating shareholders shall be duly counted based on the sign-in books or the submitted sign-in cards.
-
The participation and voting by shareholders shall be calculated based on the number of shares.
-
The shareholders’ meeting shall be convened at a venue where the Company is postponement or a venue appropriate to convening of the shareholders’ meeting. The shareholders’ meeting shall not start at a time earlier than 9:00 a.m. or later than 3:00 p.m.
-
The shareholders’ meeting shall be chaired by the chairman if it is convened by the board of directors. In the event that the chairman is on leave or is unable to exercise the power by any reason, the vice chairman shall act on behalf. In case of no vice chairman or in the event that the vice chairman is on leave or is unable to exercise the power by any reason, the chairman shall appoint one managing director to act on behalf. In case of no managing director, the chairman shall appoint one director to act on behalf. In the event that the chairman does not appoint a substitute, one managing director or one director shall be elected from among themselves to act on behalf. Where a shareholders’ meeting is convened by another authorized person beyond the board of directors, the shareholders’ meeting shall be chaired by that convener.
-
The retained Attorney-at-Law appointed by the Company, Certified Public Accountant or the relevant personnel may participate in the shareholders’ meeting as non-voting (guest) participants. The staff members for a shareholders’ meeting shall wear identity certificates or armbands.
-
The process of a shareholders’ meeting shall be recorded with audio or video proofs which shall be archived for a minimum of one year
-
The chairperson shall calls to start the meeting when the time is up. In the event that the meeting is attended by shareholders who do not constitute a half of the total outstanding shares, nevertheless, the chairperson may announce a postponement for the meeting. The total of the postponements shall not exceed the maximum of twice and the aggregate total of postponements shall not exceed one hour. In the event that the shareholders’ meeting is attended by shareholders who represent still less than one-third of the total outstanding shares after twice postponements, the chairperson may announce that the shareholders’ meeting be
39
aborted. In the event that the shareholders’ meeting is attended by shareholders who represent still less than one-third of the total outstanding shares after twice postponements, a tentative resolution in accordance with Paragraph 1 of Article 175. In the event that the total of the outstanding shares represented by the participating shareholders exceeds a half of the aggregate total, the chairperson may put the tentative resolution so resolved to the shareholders’ meeting for further resolution in accordance with Article 174 of the Company Act.
- Where a shareholders’ meeting is convened by the board of directors, the agenda shall be worked out by the board of directors and shall be handled based on the scheduled agenda. The agenda shall not be changed unless duly resolved by the shareholders’ meeting. The provision set forth under the preceding paragraph is equally applicable mutatis mutandis to an event where the shareholders’ meeting is convened by another convener beyond the board of directors.
The chairperson shall not announce adjournment of the meeting unless duly resolved, before the issues on the agenda as mentioned in the two preceding paragraphs (including extraordinary motions) are concluded.
After the meeting is adjourned, the shareholders shall no longer elect another chairperson to continue the meeting at the same or a new venue; Where the chairperson breaches the Procedure Rules for Shareholders’ Meeting and announces adjournment of the meeting, one person may be elected through a majority vote of the participating shareholders to serve as the chairperson to continue the meeting.
-
Before a shareholder takes the floor, he or she shall fill up the speech slip which shall expressly bear the subject of his or her speech, shareholder account number (or participation certificate number) and name of account holder. The chairperson shall fix the subsequent order of the floor. Where a shareholder does not speak up after having submitted a slip of the floor, he or she is deemed to have not spoken up. In case of a discrepancy between the contents actually spoken and those shown on the contents of the floor, the contents actually spoken shall prevail. Where a shareholder speaks, other shareholders shall not speak to interfere unless consented by the chairperson and the speaking shareholder. The chairperson may stop an offender, if any.
-
For a same issue, a shareholder shall not speak more than twice, and not over five minutes in each speech. Where a shareholder breaches the requirements or speaks beyond the specified scope in accordance with the preceding paragraph, the chairperson may stop his or her speech.
-
Where a juristic person is commissioned to participate in a shareholders’ meeting, that juristic person may assign only one representative to participate in the meeting. Where a juristic person shareholder appoints more than two representatives to participate in the shareholders’ meeting, only one among them may take the floor for a same issue.
-
After a shareholder completes the floor, the chairperson may reply either in person or through another designated by the chairperson.
-
If the Chairman deems that the proposal in discussion is ready for a vote, he or she may declare an end to the discussion, and put it forward for a vote.
-
In the voting process, the monitors and calculators shall be designated by the chairperson. A monitor shall be designated among shareholders. Voting results shall be reported on site and a record shall be made.
40
-
During the progress of a meeting, the chairperson may announce a recess as appropriate at his discretion.
-
Unless otherwise provided for in the Company Act or the Articles of Incorporation, decisions in the shareholders' meeting shall be resolved by a majority vote of the participating shareholders. An issue which proves to have no objection in response to the inquiry by the chairperson is deemed to have been duly resolved in the validity same as an issue duly resolved through voting process.
-
Where an issue has an amendment or an alternate, the chairperson shall decide the order of voting process along with the initial issue. Where one issue has been duly resolved, other issue(s) shall be deemed vetoed and shall call for no more voting process.
-
The chairperson may instruct the picketers (or security guards) to help maintain the order of a shareholders’ meeting venue. Where the picketers (or security guards) help maintain the order at the venue, they shall wear the armbands bearing “Picketers”.
-
These Rules shall be put into enforcement after being resolved in the shareholders’ meeting. This same provision is mutatis mutandis applicable to an event of an amendment.
41
Annex II
Grand Pacific Petrochemical Corporation Articles of Incorporation
Officially resolved in the Board of Directors on April 28, 2020 Officially resolved in the shareholders’ meeting on June 12, 2020
Chapter I General Provisions
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Article 1: This Company is duly incorporated under the provisions set forth in the Company Act in the full name of Grand Pacific Petrochemical Corporation (Hereinafter referred to as the Company).
-
Article 2: The Company shall engage in business operation within the scope enumerated below:
-
C801020 Petrochemical Manufacturing
-
C801100 Synthetic Resin & Plastic Manufacturing
-
C802990 Other Chemical Products Manufacturing
-
F401010 International Trade
-
D101050 Cogeneration
-
D401010 Heat Energy Supplying
-
G801010 Warehousing and Storage
-
H701020 Industrial Factory Buildings Lease Construction and Development
-
F501060 Restaurants
-
ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
-
Article 2-1: The aggregate total of outward investment by the Company is free of the 40% of the Company’s paid-in capital.
-
Article 3: The Company is headquartered in Kaohsiung City of the Republic of China and may have branches or factories established elsewhere at home and abroad as appropriate. The establishment and change of the Headquarters, a branch or factory shall be duly handled exactly as resolved in the Board of Directors.
-
Article 4: (Deleted)
Chapter II Shares
-
Article 5: The Company's authorized capital amounts to Twenty Billion New Taiwan Dollars, divided into two billion shares at NT$10 par value. For the unissued shares, the Board of Directors is authorized with plenipotentiary power to issue in partial installments as the actual situations may justify and to issue preferred shares for a part of the unissued shares.
-
The Company may issue employee stock option certificates to employees of the Company and its subsidiaries at home and abroad. Amidst the aggregate total of shares mentioned in the preceding Paragraph, 50 million shares may be reserved to issue employee stock option certificates which may be issued in partial installments as resolved by the Board of Directors. Where the Company falls in a need to repurchase
42
itself, the Board of Directors is authorized with plenipotentiary power to duly act as appropriate.
Where the price of subscription to the employee stock option certificates issued by the Company is below the closing price of the Company's common shares on the date of issuance, or where the price of treasury stocks transferred to employees is below the average price of the shares repurchased by the Company, it shall be subject to consent in the shareholders’ meeting through one half majority vote cast by participating shareholders who represent two-thirds of the total of voting powers.
The preferred shares issued by the Company in 1984 (listed through Taiwan Stock Exchange Corporation (TWSC) in Stock Code 1312A, (hereinafter referred to as Year 1984 Grand Pacific Preferred Shares) bear the rights & obligations as enumerated below:
-
Allocation of dividend in the terms as set forth under Article 29 of these Articles of Incorporation.
-
Preferential allocation of the Company's residual properties.
-
3 Other rights equivalent to those borne by common shares.
-
Article 5-1: The Company's preferred shares bear the rights & obligations and other significant terms for issuance as enumerated below except Year 1984 Grand Pacific Preferred Shares which shall be duly handled in accordance with Article 5 & Article 29 and not subject to provisions set forth under this Article:
-
Preferred shares bear dividend within the maximum limit of 8% per annum, to be counted based on the issuance price per share. The dividend is payable in cash once per annum. The dividend of the preceding year shall be paid on the base day resolved and fixed by the Board of Directors. The amount of dividend in the year of issuance and the year of recovery shall be counted based on the numbers of days of issuances in that year(s). The day of issuance is defined as the base day on which the preferred shares are issued.
-
Toward allocation of preferred share dividend, the Company has a discretionary power and may not allocate to preferred share dividend as resolved in the Board of Directors. In a year while the Company shows no earning in the final account or while the Board of Directors resolves not to allocate preferred share dividend, the preferred share dividend not allocated shall not be accumulated to the subsequent year(s) for deferred payment.
-
The preferred share shareholders supersede common shareholders in allocation of dividend but are next to the shareholders of Year 1984 Grand Pacific Preferred Shares. Except receipt of the dividend mentioned under Subparagraph II of this Paragraph, the preferred share shareholders shall not participate in the distribution of earnings of common shares and an event where the capital reserve is allocated for cash dividend or for expansion of capital.
-
The preferred share shareholders supersede common shareholders in allocation of the Company's residual properties but are next to the shareholders of Year 1984 Grand Pacific Preferred Shares. Except Year 1984 Grand Pacific Preferred Shares, the shareholders of all sorts of preferred shares are entitled to the same priority orders in receipt of payments and shall not exceed the amount of issuance.
-
The preferred share shareholders are not entitled to voting power and election power in a shareholders’ meeting but are entitled to be elected to be directors; and are entitled to voting powers in the preferred shareholders’ meeting and a shareholders’ meeting linked up with the rights & obligations of preferred shareholders’ meeting.
-
A preferred share shall not be converted into a common share.
-
The preferred shares shall not be fixed with an expiring date. In case of the period of issuance, such period of issuance shall not be shorter than seven (7) years. A preferred shareholder shall not request the Company to retrieve the preferred shares
43
- held by him or her. The Company may, nevertheless, fix the retrieving date and the retrieving date so fixed shall not be earlier than the expiring date of a five-year period. After the expiring date or starting from the date of retrieval fixed by the Company, the Company may retrieve the issued preferred shares either in whole or in part at issue price and relevant issuance rules in cash or other method where permitted by law. In the event that where the time is due, the Company is unable to retrieve the preferred shares either in whole or in part as a result of objective factor or force majeure, the rights of the preferred shares not retrieved shall be extended based on the conditions of issuance until the time point when the Company retrieves in full. In the event that the Company resolves to grant dividend in that year, the dividend payable as of the date of retrieval shall be counted based on the number of days of issuance in that year.
For the title of the preferred shares, date of issue and the concrete conditions, the Board of Directors is authorized with plenipotentiary power to handle based on the facts of the capital markets, the investors' intent to subscribe to, the Company's Articles of Incorporation and laws and ordinances concerned at the moment of actual issuance.
-
Article 6: The Company's share certificates shall be in the registered ones in all events.
-
Article 7: The Company's share certificates are registered and serially numbered, and shall be signed or affixed with seals by directors that represent the Company, and duly certified by an authorized bank before issuance. For shares issued by the Company, the Company may be exempted from printing share certificates but shall consult with the Taiwan Depository & Clearing Corporation (TDCC) for registration or custody.
-
Article 8: The Company's registered share certificates shall bear the shareholders' names, or title of the juristic person if held by a juristic person.
-
Article 9: Unless otherwise specified in laws and ordinances concerned and rules & regulations regarding securities, the transfer by shareholders for the share certificates, pledge of rights, report-for-loss, inheritance, bestowal as a gift, report-for-loss for or change in registered specimen seal and all sorts of rights of securities of the Company shall be duly handled exactly in accordance with “Regulations Governing the Administration of Shareholder Services of Public Companies”.
-
Article 10: (Deleted)
-
Article 11: (Deleted)
-
Article 12: Transfer of stock ownership shall be discontinued within sixty (60) days prior to a shareholders' regular meeting, within thirty (30) days prior to a special shareholders meeting and within five (5) days prior to the base day scheduled for allocation of dividend, bonus or other interests.
-
Article 13: Where a share certificates is lost or stolen, the shareholder or the lawful holder shall duly report to the security authority, fill up the application form for report-for-loss of the share certificates and submit it to the Company for audit registration, petition to the jurisdictional court for the public summons procedures in accordance with the Code of Civil Procedure within five (5) days. That same applicant shall submit the duplicate copy of the application and the photocopy of the receipt issued by the court to the Company otherwise the application shall be abolished. After the public summons
44
procedures are duly ruled by the court, the applicant shall submit one copy of the newspaper bearing the public summons procedures to the Company. Upon expiry of the period for the public summons procedures, the applicant shall apply to the Company based on the judgment issued by the court for reissuance of new share certificates.
Article 14: (Deleted)
Chapter III Shareholders’ meeting
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Article 15: The Company's special shareholders meeting shall be duly convened within six (6) months from closing of every fiscal year, with the notices f or the meeting to be served to all shareholders thirty (30) days prior to the date scheduled for the shareholders' regular meeting. A special shareholders meeting may be convened whenever necessary with notices to be served to all shareholders fifteen (15) days in advance. The notices mentioned in the preceding Paragraph shall bear the date, venue, reasons to convene the meeting. A shareholders’ meeting shall be duly convened by the Board of Directors unless otherwise specified in Company Act.
-
Article 16: A shareholders’ meeting shall be duly convened in accordance with Company Act. A shareholder who is unavailable to attend a shareholders' meeting in person may appoint a proxy by issuing a power of attorney (proxy) to expressly bear the scope of the authorized power, duly sign and affix seal thereupon to authorize a proxy to attend on his or her behalf. Except for a trust enterprise or a stock agency approved by the competent authority, when a person who acts as the proxy for two or more shareholders, the number of voting power represented by him/her shall not exceed 3% of the total number of voting powers of the company, otherwise, the portion of excessive voting power shall not be counted. Unless otherwise specified in the Company Act, the participation in a shareholders’ meeting by a shareholder through a proxy shall be duly handled exactly in accordance with “Regulations Governing Use of Proxies in the Shareholders’ Meeting of Public Companies”.
-
A shareholder of the Company may exercise voting power through electronic means. A shareholder who exercises voting power through electronic means is deemed to have participated in the meeting in person. All relevant issues shall be duly handled in accordance with the laws and ordinances concerned.
-
Article 17: A shareholders’ meeting shall be chaired by the chairman. During the chairman's absence, the shareholders’ meeting shall be chaired by the vice chairman. Where the vice chairman is absent either, the chairman shall appoint one director to chair the meeting. Where the chairman does not appoint a director, one director shall be elected from among themselves to chair the meeting.
-
Article 18: Unless otherwise provided for in the Company Act, decisions in the shareholders' meeting shall be resolved by over one half majority vote in the meeting which is attended by shareholders who represent over one half majority of the total issued shares.
-
Article 19: With the shares held by shareholders, each share hereof is entitled to one voting power, provided that the Company has no voting power for shares held under Article 179 of the Company Act. Where a juristic person functions as a shareholder of the Company, the representative is not confined to one person. The voting power so exercised shall, nevertheless, still be counted based comprehensively based on the shares so held.
45
-
Article 20: Minutes shall be duly worked out for decisions resolved in a shareholders’ meeting and shall be duly signed or affixed with seal by the chairperson and served to all shareholders within twenty (20) days after the meeting. The minutes may be served by means of a public announcement.
-
The minutes of a meeting shall expressly bear the month/day/year, venue of the meeting, name of the chairperson, method of resolution, highlights and outcome of the meeting and shall be archived permanently throughout the period while the Company exists. The sign-in book for participating shareholders and written proxies shall be archived for one year minimum, provided, that where a shareholder lodges litigation in accordance with Article 189 of the Company Act, the same shall be archived until after the litigation is concluded.
Chapter IV Directors, Audit Committee and Managerial officers
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Article 21: The Company has seven ~ eleven directors to organize the Board of Directors. The directors shall be elected by the shareholders’ meeting from the candidates with disposing capacity, with a three-year tenure of office, eligible for reelection. The number of independent directors shall not be below the minimum of three. Directors are elected under the candidates nomination system as set forth under Article 192~1 of the Company Act. The director candidates shall be nominated, accepted for the candidacy and put into public announcement exactly in accordance with the Company Act, Securities and Exchange Act and laws and ordinances concerned. Both independent directors and non-independent directors shall be elected in the same package with the numbers of elected winners to be counted respectively.
-
Article 22: In the Board of Directors, through participation by more than two-thirds of total number of directorship seats and one half majority votes of the participating directors, one chairman and one vice chairman shall be elected. The chairman shall represent the Company externally.
-
Article 23: Except the first board of directors meeting which shall be duly convened in accordance with Article 203 of the Company Act, all meetings of the board of directors shall be convened and chaired by the chairman. The Board of Directors shall convene one meeting on a quarterly basis as the minimum. The notices to a board of directors meeting shall expressly bear the cause(s) or subject(s) of the meeting and shall be served to all directors seven (7) days in advance. A special meeting may be convened any time as necessary. Unless otherwise provided for in the Company Act, decisions in the board of directors meeting shall be resolved by over one half majority in the meeting attended by directors representing over one half majority of the total number of directors. A director who is unavailable to attend a board of directors meeting may authorize another director to act as his or her proxy. The notices for a board of directors meeting mentioned in the preceding Paragraph may be served in writing, e-mail or by FAX.
-
Article 24: The Company's Board of Directors is subject to the responsibilities and powers as enumerated below:
-
To enact business policies, review business plans and oversee implementation of the business operation.
-
To review budget and final accounts.
-
To propose increase/decrease of capital.
-
To review distribution of earnings.
-
To approve of significant external contracts.
-
To propose amendment to Articles of Incorporation.
46
-
To review the Company's organizational rules and major articles.
-
To determine establishment, reorganization or dissolution of a branch.
-
To appoint and discharge of the ranking staff above manager level.
-
To convene shareholders’ meetings.
-
To approve of procurement and disposal of real estate.
-
Article 25: The Company shall set up Audit Committee in accordance with Article 14~4 of Securities and Exchange Act. The Audit Committee or the members of the Audit Committee shall execute the responsibilities and powers of the supervisors as bestowed under the Company Act, Securities and Exchange Act and other laws and ordinances concerned.
-
Article 26: The total of the Company's registered share certificates held by all directors shall be pursuant to the ratios specified under the Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies promulgated by the competent authority.
-
Article 27: The remuneration to directors shall be granted disregarding whether the Company operates at a profit. The Board of Directors is bestowed with the plenipotentiary power to fix the amount of the remuneration to directors at the rate normally profitable in the other companies in the same industry.
-
Article 28: The Company’s fiscal year is starting from January 1 until December 31 of every calendar year. Upon closure of every fiscal year, the Board of Directors shall work out the following documents to be submitted to and acknowledged by the shareholders' regular meeting:
-
Business report.
-
Financial statements.
-
Surplus earnings distribution or loss make-up proposal.
-
Article 29: The Company shall set aside 1% of the profit earned by the Company in a year as remuneration to employees and a sum within 2% maximum of the profit earned by the Company in a year as remuneration to directors based on the profit status of the year. Where the Company remains in accumulated loss, nevertheless, such loss shall be made up beforehand.
-
The term “the profit status of the year” as set forth herein denotes the profit before tax in that year after deduction the sum for allocation of remuneration to employees and remuneration to directors.
From the earnings of the Company in a year as shown through the annual account settlement, after the sum to pay tax and make up previous loss, if any, is set aside, a sum 10% out of the balance shall be set aside as legal reserve. The balance of the Company's earnings after annual final account settlement, after payment of tax, making up loss, setting aside 10% legal reserve, setting aside or reversal of special reserve shall be allocable earnings which, along with the unappropriated retained earnings of the preceding year, shall be the accumulated unappropriated retained earnings wherewith, dividend for Year 1984 Grand Pacific Preferred Shares at 6% per annum shall be set aside. In the event that the annual dividend is not allocated in full, the shortage shall be made with the allocable earnings of the ensuing year preferentially. With the balance of the unappropriated retained earnings, the Board of Directors shall propose the percentages of allocation based on laws and ordinances concerned, dividend policies and status of working capital. Where the dividend is allocated by means of issuance of new shares, it shall call for consent from the shareholders’ meeting beforehand.
47
When the dividend is allocated in cash, it calls for approval under a decision to be resolved in the Board of Directors.
In accordance with Paragraph 5, Article 240 of the Company Act, the Board of Directors is authorized with plenipotentiary power to resolve a decision through one half majority vote cast by participating directors who constitute two-thirds or more of the total directorship seat to allocate the dividend, bonus or part of legal reserve and capital reserve either in whole or in part under Paragraph 1, Article 241 of the Company Act in cash and to report to the shareholders’ meeting.
The Company currently lies amidst the highly changeable industrial environment is changeable. The life cycle of the Company is amidst stable growth. The Company shall firmly dominate the economic environment to assure sustainable operation. Given the Company's long-term financial planning, future capital needs with efforts to protect the interests of shareholders, the Company shall allocate annual cash dividends are not less than 10% of the total cash and stock dividends of the current year (excluding dividend of Year 1984 Grand Pacific Preferred Shares at 6% per annum).
Chapter V Supplementary provisions
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Article 30: All contracts executed by the Company externally, disregarding the counterparties, shall bear the terms and conditions consistent with the principles of fair competition aiming at the Company's interests in the top concern.
-
Article 31: The Company's organizational rules and all operational regulations shall be enacted by the Board of Directors separately.
-
Article 32: The Company may render guarantee services externally. Matters not specified in these Articles of Incorporation, if any, shall be duly handled in accordance with the Company Act and laws and ordinances concerned.
-
Article 33: These Articles of Incorporation were duly enacted on June 25, 1973. Duly amended on June 27, 1974 as the 1[st] amendment.
Duly amended on June 12, 2020 as the 39[th] amendment.
These Articles of Incorporation shall be put into enforcement after the amendment is duly resolved in the shareholders’ meeting.
48
Annex III
Grand Pacific Petrochemical Corporation Operational Procedures for Making Endorsements / Guarantees
(Post-amendment contents)
Officially resolved in the Board of Directors on December 24, 2020
- Objectives
These Operational Procedures are duly enacted in accordance with Article 36~1 of Securities and Exchange Act and rules & regulations concerned of the Financial Supervisory Commission, Executive Yuan.
-
Scope of application
-
2.1 Targets applicable to: Finance Department, Accounting Department, General Manager's Office.
-
Relevant referential papers
INC-03 Regulations Governing Management over Seals
PRC-01 Public Relations Operations
- Definition of terms
The term “endorsements/guarantees” as used in these Operational Procedures refers to the following:
-
4.1 Financing endorsements/guarantees:
-
1) Bill discount financing.
-
2) Endorsement or guarantee made to meet the financing needs of another company.
-
3) Issuance of a separate negotiable instrument to a non-financial enterprise as security to meet the financing needs of the company itself.
-
4.2 Customs duty endorsement/guarantee: meaning an endorsement or guarantee for the Company itself or another company with respect to customs duty matters.
-
4.3 Other endorsements/guarantees: meaning endorsements or guarantees beyond the scope of the above two subparagraphs.
-
4.4 Any creation by the Company of a pledge or mortgage on its chattel or real estate as security for the loans of another company shall also comply with these Operational Procedures.
-
4.5 The term the parent company or subsidiary shall be identified in accordance with the requirements of Regulations Governing the Preparation of Financial Reports by Securities Issuers.
-
4.6 The term “net worth” as set forth herein denotes the equity attributable to owners within the ascription of the parent company, as shown through the Company’s balance sheet which has been worked out in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
-
4.7 The term “date of occurrence of fact” as set forth herein denotes the date of contract signing, date of payment, date when resolved in the Board of Directors or other date which is adequate to prove the endorsement/guarantee targets and amount of transaction,
49
whichever is the earlier.
-
Operational Procedures and descriptions:
-
5.1 Counter parties of endorsements/guarantee
-
5.1.1 The Company may grant endorsements/guarantees only toward the targets as confined below.
-
1) A company with which the Company does business.
-
2) A company in which the Company directly and indirectly holds more than 50 percent of the voting powers.
-
3) A company that directly and indirectly holds more than 50 percent of the voting powers in the Company.
-
-
Companies in which the Company holds, directly or indirectly, 90% or more of the voting powers may make endorsements/guarantees for each other, and the amounts of endorsements/guarantees may not exceed 10% of the net worth of the Company, provided that this restriction shall not apply to endorsements/guarantees made between companies in which the Company holds, directly or indirectly, 100% of the voting powers.
-
5.2 Credit limits of endorsements/guarantees
-
5.2.1 The aggregate total of endorsements/guarantees granted by the Company externally shall not exceed 80% of the Company's net worth as shown through its most recent financial statements. The amount of the endorsements/guarantees granted by the Company toward a single enterprise shall not exceed 70% of the Company's net worth as shown through its most recent financial statements. The aggregate total of endorsements/guarantees granted by the Company and its subsidiaries externally shall not exceed of the Company's net worth as shown through its most recent financial statements. The amount of the endorsements/guarantees granted by the Company and its subsidiaries toward a single enterprise shall not exceed 80% of the Company's net worth as shown through its most recent financial statements.
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5.2.2 The amount of the endorsements/guarantees granted to a company with business transaction shall not exceed the aggregate total amount of the business transaction by and between both parties over the past one year or 50% of the Company's net worth as shown through the most recent financial statements audited or certified by a Certified Public Accountant, whichever is the lower. The term “amount of the business transaction” as set forth herein denotes the amount of purchases or sales, whichever is the higher.
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5.2.3 In the event that the Company and its subsidiaries have stipulated that the total amount of endorsements/guarantees could go more than 50% of the Company's net worth, the Company and its subsidiaries shall explain its necessity and rationality toward the shareholders' meeting.
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5.3 Hierarchy of decision-making authority and delegation thereof
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5.3.1 When the Company engages in endorsements/guarantees, it shall duly proceed with in accordance with the procedures specified under Article 5.5 of these Operational Procedures, and shall be approved through the resolution of the Board of Directors. However, in order to meet the timeliness requirements, when the Company and the company(ies) with holding of 100% voting powers either directly or indirectly, within the total amount of NT$500 million and the amount of NT$300 million toward a single enterprise, the Board of Directors
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may authorize the Chairman to make a decision and report to the Board of Directors for retrospective acknowledgement afterward.
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5.3.2 If the Company engages in endorsements/guarantees in excess of the endorsement/guarantee limit specified in Article 5.2 of these Operational Procedures, it must be approved by the Board of Directors with resolution through more than half of the directors with joint guarantee in their names for the potential loss in the endorsements/guarantees so rendered. If this is the case, the Operational Procedures should be amended and reported to the shareholders meeting for retrospective acknowledgement. In the event that the shareholders' meeting disagrees, the plan should be revised to eliminate the overruns within a certain period of time.
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5.4 Handling fee for endorsements/guarantees
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5.4.1 Where the guarantees meet the requirements under Articles 5.1, 5.2 and 5.3 of these Operational Procedures, the guarantee fee shall be charged within the credit limit and public facilities of endorsements/guarantees. The guarantee rate is calculated based on the actual assistance and the acquiring costs.
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5.4.2 The charge of guarantee fee shall be calculated according to the financing amount actually used.
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5.5 Handling procedures of endorsements/guarantees
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5.5.1 When handling the endorsements/guarantees process, the finance unit shall examine the qualifications of the endorsements/guarantees targets on the item by item basis to check and make sure whether the quota meets the requirements of these Operational Procedures and whether the required reporting standards have been met, and shall assess the risks and record of the endorsements/guarantees. (Cf. Annex 6.2 Endorsement/Guarantee Risk Assessment Report), and collateral should be obtained as necessary. The relevant endorsement/guarantee contents, reasons and risk assessment results of the relevant endorsements shall be submitted to the chairman for approval and shall be approved by the Board of Directors. If it still falls within the specified credit limit, the chairman may approve of the case on the grounds of the creditworthiness and financial status of the endorsements/guarantees targets and then report to the nearest upcoming board of directors meeting for retrospective acknowledgement.
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5.5.2 The Department of Finance shall establish the information for the endorsements/guarantees. After the endorsements/guarantees case is agreed upon by the Board of Directors or approved by the chairman, in addition to the application procedures for affixing of the seal in accordance with the prescribed procedures, and the committed guarantee, the name of the guaranteed target, the risk assessment result, the amount and date of endorsements/guarantees, the date of the chairman's approval or the chairman's decision, the date of obtaining the collateral and the conditions and date for the termination of the endorsements/guarantees, etc., shall be clearly stated. The relevant bills, the agreement and other documents shall also be photocopied into prudential custody.
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5.5.3 The accounting unit shall prepare a detailed list of the guarantee issues that occur and are cancelled in every month, control the tracking and report the public announcement and filing, and shall assess or recognize the contingent loss of the endorsement on a quarterly basis, and properly disclose the endorsement/guarantee information in the financial statements. Furthermore, the accounting unit shall provide relevant information to the Certified Public
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Accountant(s) to perform the necessary check procedures.
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5.5.4 In the event that an entity for which an endorsement/guarantee target is made was consistent with the provisions of Article 5.1 of these Operational Procedures but becomes inconsistent afterward, or if the endorsement/guarantee amount exceeds the specified credit limit due to a change in the basis of the calculation of the limit, the endorsement/guarantee amount or overdue portion of the entity for which an endorsement/guarantee is made shall be eliminated within the time limit specified under the contract or the Department of Finance shall work out the relevant improvement plan and submit it to the Audit Committee, and after the approval of the chairman, the excess shall be eliminated within the specified time limit and shall be reported to the Board of Directors.
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5.5.5 Before the expiring date of the endorsement/guarantee, the Department of Finance shall take the initiative to notify the guaranteed enterprise to take back the guarantee notes retained in the bank or creditor institution, and cancel the endorsement/guarantee related papers and deeds.
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5.5.6 The internal auditors shall audit the Operational Procedures for Endorsements/Guarantees and the implementation thereof on a quarterly basis and shall work out documented records. In case of a significant offense noticed, the internal auditors shall keep the audit committee informed forthwith in writing.
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5.5.7 In case of a change in the circumstances afterward and, as a result, an entity for which an endorsement/guarantee target was made does not meet the requirements of these Operational Procedures or the balance exceeds the contracted limit, the corrective action plan should be worked out and with the relevant improvement plan to be submitted to the Audit Committee, and the corrective action plan should be completed as scheduled.
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5.5.8 In the event that an entity for which an endorsement/guarantee target is made is a subsidiary whose net worth is less than one-half of the its paid-in capital, it shall evaluate its financial status and operating results on a monthly basis, review the potential risk in the endorsement/guarantee and work out the countermeasures. In the event that the subsidiary's stock has no denomination or the denomination of each share is not for NT$10 par value, the amount of paid-up capital shall be calculated according to the regulations based on the total of the capital reserve plus the issuance premium.
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5.6 Custody and procedure of corporate seal
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5.6.1 The Company shall use the company seal which was used to apply for incorporation registration with the Ministry of Economic Affairs as the special seal for endorsement/guarantee. The seal shall be kept by the secretary to the chairman after the approval by the Board of Directors. In case of a change in the seal custodian, it shall be reported to the Board of Directors for approval. The official registered specimen seal shall be included in the handover procedures.
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5.6.2 After the endorsement/guarantee case is approved with the resolution by the Board of Directors or by the chairman, the Department of Finance shall fill in the “application form for affixing of the seal” along with the approval record, the risk assessment report and the endorsement/guarantee contract or guarantee voucher(s) and the like to obtain approval from the competent head before the official registered specimen seal may be used from the hand of the custodian.
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5.6.3 Upon use of the registered specimen seal, the seal custodian shall check and make sure whether there is an approval record, whether the application form for
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the seal is approved by the competent head and whether the application for the affixing of the seal is consistent with the requirements before the registered specimen seal is used. After the seal is used, it should be marked on the “application for use of registered specimen seal “ before being archived.
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5.6.4 When the Company makes a guarantee for a foreign company, the chairman or general manager is authorized by the board of directors to sign on the guarantee letter issued therefore.
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5.7
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Procedures for announcement and report
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5.7.1 Before the 10[th] day of every month, the accounting unit shall put the balance of the endorsement/guarantee by the Company and its subsidiaries as of the preceding month along with the monthly sales turnover into promulgation on a monthly basis.
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5.7.2 In addition to the public announcement and filing process for the balance of the endorsement/guarantee on a monthly basis, if the balances of the endorsements/guarantees granted by the Company and its subsidiaries reach the following standards/criteria, the finance unit shall launch public announcement and filing within two days from the date of occurrence of the fact:
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1) The aggregate balance of endorsements/guarantees by the Company and its subsidiaries reaches 50 percent or more of the Company's net worth as stated in its latest financial statement.
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2) The balance of endorsements/guarantees by the Company and its subsidiaries for a single enterprise reaches 20 percent or more of the Company's net worth as stated in its latest financial statement.
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3) The balance of endorsements/guarantees by the Company and its subsidiaries for a single enterprise reaches NT$10 million or more and the aggregate amount of all endorsements/guarantees for, the book value of investment under equity method in, and balance of loans to, such enterprise reaches 30 percent or more of public company's net worth as stated in its latest financial statement.
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4) The amounts of new endorsements/guarantees made by the Company or its subsidiaries have reached more than NT$30 million and have reached more than 5 percent of the Company's net worth as stated in its latest financial statement.
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5.7.3 The Company shall announce and report on behalf of any subsidiary thereof that is not a public company of the Republic of China any matters that such subsidiary is required to announce and report pursuant to subparagraph 4 of the preceding paragraph.
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5.8 Penalty
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5.8.1 Where the managerial officer and person-in-charge in loaning the Company’s funds to others are found in contravention of these Procedures, they shall be reported for performance evaluation in accordance with the Company’s Employee Rewards and Punishments Procedures as the actual situations may justify.
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5.9
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Other matters
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5.9.1 In the event that a subsidiary of the Company intends to render endorsement/guarantee to another, the Company shall order such subsidiary to establish “Operational Procedures for Endorsements/Guarantees” in accordance
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with its “internal control system” and these Operational Procedures, and shall handle the procedures according to the specified Operational procedures. The subsidiary shall report the balance of endorsements/guarantees, target endorsement/guarantee beneficiaries, and duration of the endorsements/guarantees to the Company before the 5th day of every month.
- 5.9.2 An amendment to these Operational Procedures shall be implemented after the approval of the shareholders' meeting and the approval of the shareholders' meeting after the approval of more than one-half of the members of the Audit Committee and the resolution of the Board of Directors; the opinions of the independent directors shall be fully considered when the issue is submitted to the Board of Directors for discussion. Objections or reserved opinions shall be stated in the minutes of the board of directors meeting. In the event that a director expresses objection as backed by a record or written statement, the Company shall submit the objection to the Audit Committee and report it to the shareholders meeting for discussion. This same provision is applicable mutatis mutandis to an event of amendment. In the event that the aforementioned issue is not approved by more than one-half of all members of the Audit Committee, It may be agreed by more than two-thirds of all directors, and the resolutions of the Audit Committee shall be expressly stated in the minutes of the board of directors meeting.
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Annex IV
The Shareholding Status of the Company's directors
| Base date:April 20,2021 | Base date:April 20,2021 | Base date:April 20,2021 | Base date:April 20,2021 | Base date:April 20,2021 | Base date:April 20,2021 | Base date:April 20,2021 | ||||
|---|---|---|---|---|---|---|---|---|---|---|
| Position titles | Names | Dates when elected |
Number of shares held when elected | Current shareholdingin numbers | Remarks | |||||
| Categories | Number of shareholding |
% to the current outstanding shares |
Categories | Number of shares |
% to the current outstanding shares |
|||||
| Chairman | Jing Kwan Investment Co., Ltd. Statutory representative: Pin Cheng Yang |
June 12, 2020 | common share preferred share |
20,280,000 0 |
2.24% 0.00% |
common share preferred share |
20,280,000 0 |
2.24% 0.00% |
||
| Vice Chairman |
Chung Kwan Investment Co., Ltd. Statutory representative: Teh Hsin Chiu |
June 12, 2020 |
common share preferred share |
28,262,722 0 |
3.12% 0.00% |
common share preferred share |
28,262,722 0 |
3.12% 0.00% |
||
| Director | Chen Ching Tien |
Hung Wan Investment Co., Ltd. Statutory representative |
June 12, 2020 | common share preferred share |
200,000 0 |
0.02% 0.00% |
common share preferred share |
200,000 0 |
0.02% 0.00% |
|
| Director | Chin Chu Lin |
|||||||||
| Independent director |
Wen Tzong Chen | June 12, 2020 | common share preferred share |
0 0 |
0.00% 0.00% |
common share preferred share |
0 0 |
0.00% 0.00% |
||
| Independent director |
Mu Hsien Chen | June 12, 2020 | common share preferred share |
0 0 |
0.00% 0.00% |
common share preferred share |
0 0 |
0.00% 0.00% |
||
| Independent director |
Chih Hung Hsieh | June 12, 2020 | common share preferred share |
0 0 |
0.00% 0.00% |
common share preferred share |
0 0 |
0.00% 0.00% |
||
| Total | common share preferred share |
48,742,722 0 |
common share preferred share |
48,742,722 0 |
||||||
| Aggregate total of outstanding common shares as of June 12, 2020: 906,620,328 shares Aggregate total of outstanding preferred shares as of June 12, 2020: 20,000,000 shares Aggregate total of outstanding common shares as of April 20, 2021: 906,620,328 shares Aggregate total of outstanding preferred shares as of April 20, 2021: 20,000,000 shares |
Aggregate total of outstanding preferred shares as of April 20, 2021:
Note: Statutory total shareholder by numbers by all directors: 29,651,850 shares. As of April 20, 2021, the shareholding by number
48,742,722 shares
Where the Company has set up the Audit Committee, the shareholding requirements for supervisors are not applicable.
- The number of shares held by independent directors is excluded from shareholding of directors
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Thank you all for participation in the shareholders’ meeting. Please feel free to offer your valuable comments and advice!
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